EXHIBIT 10.29
FIRST AMENDMENT TO LETTER LOAN AGREEMENT
AND
MASTER LEASE MODIFICATION AGREEMENT
THIS FIRST AMENDMENT TO LETTER LOAN AGREEMENT AND MASTER LEASE MODIFICATION
AGREEMENT ("AMENDMENT AND MODIFICATION AGREEMENT") is made and entered into as
of January 20, 1997, by and between XXXXXX ENVIRONMENTAL SERVICES, INC., a
Delaware corporation (herein called "BORROWER"), and BANK ONE, TEXAS, N.A., a
national banking association (herein called "BANK").
R E C I T A L S:
WHEREAS, Borrower and Bank entered into a Letter Loan Agreement dated June
2, 1995 (the "LOAN AGREEMENT"; the terms defined therein being used herein as
therein defined unless otherwise defined herein);
WHEREAS, Borrower and Banc One Leasing Corporation, an Ohio corporation
("ORIGINAL LESSOR"), entered into a Master Lease Agreement dated February 9,
1996 pursuant to which equipment was to be leased from time to time by the
attachment thereto of one of more lease schedules (such lease agreement,
together with all lease schedules attached thereto herein called the "MASTER
LEASE AGREEMENT");
WHEREAS, pursuant to lease schedule no. 1000049223 between Borrower and the
Original Lessor, certain motor vehicles and equipment having a total cost of
$699,860.35 were leased, on a financing lease basis, by the Original Lessor to
Borrower, such lease term expiring on February 15, 2001 ("LEASE SCHEDULE NO.
49223");
WHEREAS, pursuant to lease schedule no. 1000049649 between Borrower and the
Original Lessor, certain equipment associated with the Xxxxxx Distillate Fuel
Plant located at 0000 X. Xxxxxxxxx, Xxxxxxx, Xxxxx (the "DISTILLATE PLANT"),
having a total cost of $1,800,515.65 was leased, on a financing lease basis, by
the Original Lessor to Borrower, such lease term expiring on March 15, 2003
("LEASE SCHEDULE NO. 49649");
WHEREAS, pursuant to an Assignment and Xxxx of Sale dated February 15,
1996, the Original Lessor assigned to Banc One Texas Leasing Corporation
("SUCCESSOR LESSOR") all of its rights, titles and interests in and to Lease
Schedule No. 49223;
WHEREAS, pursuant to an Assignment and Xxxx of Sale dated March 15, 1996,
the Original Lessor assigned to Successor Lessor all of its rights, titles and
interests in and to Lease Schedule No. 49649;
WHEREAS, pursuant to an Assignment and Xxxx of Sale dated January 10, 1997,
the Successor Lessor assigned to Bank all of its rights, titles and interests in
and to Lease Schedule No. 49223 and Lease Schedule No. 49649;
WHEREAS, the Distillate Plant is located on certain property owned by
Xxxxxx Company, Inc., a Texas corporation and wholly-owned subsidiary of
Borrower ("MCI"), in Xxxxxxxx County, Texas;
WHEREAS, Borrower has subsequent to the execution of the Loan Agreement
formed a new subsidiary called Hydrocarbon Technologies, Inc. ("HTI") and HTI
has guaranteed Borrower's indebtedness owing under the Loan Agreement and
Master Leasse Agreement;
WHEREAS, Borrower and Bank desire to amend the Loan Agreement to provide
for (i) the release by the Bank of certain liens and security interests in
assets of the Borrower (and MCI) comprising Borrower's (or MCI's) oil field
services business which is being sold to Xxxxxx Production Services, Inc.
("XXXXXX PRODUCTION") for a cash sale price estimated to be approximately
$5,000,000 (such sale price, less any associated closing costs and adjustments
payable by Borrower herein called the "SALE PROCEEDS"), (ii) Borrower's
directing that all of the Sale Proceeds be paid to Bank and Bank being
instructed to use the Sale Proceeds, first, to prepay in full all amounts owing
under the Master Lease Agreement (such amount if paid on or before January 21,
1997 totalling $2,300,401.46 and herein called the "LEASE PAYOFF AMOUNT")
including, without limitation, $622,534.04 under Lease Schedule No. 49223 (with
a per diem $159.28) and $1,677,858.42 under Lease Schedule No. 49649 (with a
per diem $409.77) and then to apply the balance (the "REVOLVING LINE OF CREDIT
PAYDOWN AMOUNT") to paydown the Revolving Line of Credit, (iii) limiting Bank's
obligation to make further advances under the Revolving Line of Credit to an
aggregate amount (the "READVANCE AMOUNT") equal to the difference between (a)
the sum of the Lease Payoff Amount plus the Revolving Line of Credit Paydown
Amount and (b) $3,300,000.00, (iv) terminating Bank's obligation to issue
letters of credit under the Revolving Line of Credit and terminating Bank's
obligation to make further advances under the Advancing Line of Credit, and (v)
changing the Termination Date from June 2, 1997 to March 31, 1997; and
WHEREAS, Borrower and Bank desire to amend the Master Lease Agreement to
provide for (i) the release by the Bank of certain liens and security interests
in lease financed assets of the Borrower (and MCI) comprising Borrower's (and
MCI's) oil field services business which is being sold to Xxxxxx Production for
a cash sale price estimated to be approximately $5,000,000, (ii) Borrower's
directing that all of the Sale Proceeds be paid to Bank and Bank being
instructed to use the Sale Proceeds, first, to pay the Lease Payoff Amount to
Bank and then to apply the Revolving Line of Credit Paydown Amount to paydown
the Revolving Line of Credit, (iii) changing the final date of the lease term
for Lease No. 49223 from February, 15, 2001 to January 20, 1997, and (iv)
changing the final date of the lease term for Lease No. 49649 from March 15,
2003 to January 20, 1997.
2
A G R E E M E N T:
NOW, THEREFORE, in consideration of the mutual promises herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, Borrower, MCI and Bank hereby agree as hereinafter set forth.
1. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is effective the
date hereof and subject to the satisfaction of the conditions precedent set
forth in Section 4 hereof, hereby amended as follows:
(a) The first paragraph of the Loan Agreement is hereby deleted and the
following substituted therefor:
"This Letter Loan Agreement (the "LOAN AGREEMENT"), as amended by
that certain First Amendment to Letter Loan Agreement and Master Lease
Modification Agreement dated January 20, 1997 (the "FIRST AMENDMENT"),
will serve to set forth the terms of the financing transactions by and
between Xxxxxx Environmental Services, Inc., a Delaware corporation
("BORROWER"), and BANK ONE, TEXAS, NATIONAL ASSOCIATION ("BANK"):"
(b) Section 1(a) of the Loan Agreement is hereby amended by deleting the
date "June 2, 1997" and substituting therefor the date "March 31, 1997",
which date will be the new definition of the defined term "Termination
Date".
(c) Section 1 of the Loan Agreement is hereby amended by adding thereto a
new subsection (c) to read in its entirety as follows:
"(c) Anything to the contrary herein notwithstanding, from and after
January 20, 1997 (i) Bank shall not be obligated to make revolving
credit advances to Borrower under the Revolving Line of Credit except
that the Readvance Amount (as defined in the First Amendment) shall be
advanced by the Bank under the Revolving Line of Credit provided there
is availability under the Borrowing Base, (ii) Bank shall not be
obligated to issue letters of credit for the account of Borrower, and
(iii) Bank shall not be obligated to make loans to Borrower under the
Advancing Line of Credit. Anything to the contrary herein
notwithstanding, Borrower hereby agrees to repay to Bank on or before
March 31, 1997 all Indebtedness owing by Borrower to Bank including,
without limitation, all amounts outstanding under this Loan Agreement,
the Revolving Line of Credit and the Advancing Line of Credit.
Anything to the contrary herein notwithstanding, Borrower agrees on or
before March 31, 1997 to deposit with Bank cash in an amount equal to
the sum of (i) the amount of any unfunded letter of credit obligation
issued by Bank for Borrower's account outstanding as of March 31, 1997
plus (ii) such amount as may be reasonably estimated by Bank to cover
incidental costs and expenses associated with processing and/or
honoring a drawing under such letters of credit, such deposit to be
held by Bank and used to reimburse Bank for any drawing on any such
letter(s) of credit and the costs
3
associated therewith or, if no such drawing is made before the
termination of such letter(s) of credit, then the amount of such
deposit shall be refunded to Borrower."
(d) Section 3 of the Loan Agreement is hereby designated as subsection
3(a) and a new subsection 3(b) is added thereto to read in its entirety as
follows:
"(b) In connection with the sale of Borrower's oil field service
business to Xxxxxx Production Services, Inc., Borrower agrees to
direct that all of the Sale Proceeds (as defined in the First
Amendment) be paid to Bank and to instruct the Bank to use the Sale
Proceeds, first, to pay to the Lease Payoff Amount (as defined in the
First Amendment) and then to apply the Revolving Line of Credit
Paydown Amount (as defined in the First Amendment) to paydown the
Revolving Line of Credit. In consideration for such payments, Bank
agrees to execute a release in the form attached to the First
Amendment as EXHIBIT "A" (the "RELEASE") and to additionally execute
such partial releases on form UCC-3 as may be necessary or required to
reflect of record the release of the Bank's lien on and security
interest in the items of Collateral set forth in the Release. Bank
also agrees with respect to all items of Collateral set forth in the
Release for which motor vehicle certificates of title have been
issued, to deliver to Borrower the originals of all such motor vehicle
certificates of title, duly signed by Bank to release the Bank's lien
on such motor vehicle certificate."
2. SHORTENING OF MATURITY OF NOTES. The Bank is hereby authorized to
endorse on the Notes the following legend: "The maturity of this Note has been
shortened to March 31, 1997 pursuant to a First Amendment to Loan Agreement and
Master Lease Modification Agreement dated as of January 20, 1997 amending the
Loan Agreement referred to in this Note" or a legend of similar effect.
3. AMENDMENTS TO MASTER LEASE AGREEMENT. The Master Lease Agreement is
effective the date hereof and subject to the satisfaction of the conditions
precedent set forth in Section 4 hereof, hereby amended as follows:
(a) LEASE SCHEDULE NO. 49223. Lease Schedule No. 49223 is hereby amended
by making all changes necessary therein to make January 20, 1997 the last
day of the Lease Term (as therein defined) and the Bank is hereby
authorized to endorse on Lease Schedule No. 49223 the following legend:
"The term of this Lease Schedule has been shortened so that January 20,
1997 is the last day of the Lease Term pursuant to a First Amendment to
Loan Agreement and Master Lease Modification Agreement dated as of January
20, 1997 amending this Lease Schedule" or a legend of similar effect.
(b) LEASE SCHEDULE NO. 49649. Lease Schedule No. 49649 is hereby amended
by making all changes necessary therein to make January 20, 1997 the last
day of the Lease Term (as therein defined) and the Bank is hereby
authorized to endorse on Lease Schedule No. 49649 the following legend:
"The term of this Lease Schedule has been shortened so that January 20,
1997 is the last day of the Lease Term pursuant to a First
4
Amendment to Loan Agreement and Master Lease Modification Agreement dated
as of January 20, 1997 amending this Lease Schedule" or a legend of similar
effect.
4. CONDITIONS OF EFFECTIVENESS. This Amendment and Modification
Agreement shall become effective when, and only when, Bank shall have received
the following:
(a) counterparts of this Amendment and Modification Agreement executed by
Borrower and MCI;
(c) Consent of Guarantors from MCI and HTI (the "CONSENT OF GUARANTORS"),
substantially in the form of EXHIBIT "B" attached hereto;
(d) a borrowing base certificate dated as of January 20, 1997 showing that
giving effect to (i) the sale of the Borrower's (and MCI's) oil field
services business to Xxxxxx Production, (ii) the application of the
Revolving Line of Credit Paydown Amount to the Revolving Line of Credit,
and (iii) the relending of the Readvance Amount, the amount outstanding on
the Revolving Line of Credit plus the amount of issued and outstanding
letters of credit would not exceed the Borrowing Base, as adjusted to take
into account the sale of the Borrower's and MCI's oil field services
business to Xxxxxx Production;
(e) executed originals of the following:
(i) UCC-1 Financing Statement from Borrower in favor of Banc One
Texas Leasing Corporation to be filed with the Texas Secretary of
State;
(ii) UCC-1 Financing Statement from Borrower in favor of Banc One
Texas Leasing Corporation to be filed with the Arkansas Secretary
of State;
(iii) UCC-1 Financing Statement from Borrower in favor of Banc One
Texas Leasing Corporation to be filed with the Louisiana
Secretary of State;
(iv) UCC-1 Financing Statement from HTI in favor of Bank to be filed
with the Texas Secretary of State;
(v) UCC-1 Financing Statement from HTI in favor of Bank to be filed
with the Arkansas Secretary of State;
(vi) UCC-1 Financing Statement from HTI in favor of Bank to be filed
with the Louisiana Secretary of State;
(vii) Fixture Filing Financing Statement from HTI in favor of Bank to
be filed in the Real Property Records of Xxxxxxxx County, Texas;
(viii) Fixture Filing Financing Statement from Borrower in favor of Bank
to be filed in the Real Property Records of Xxxxxxxx County,
Texas;
5
(ix) Deed of Trust, Security Agreement and Financing Statement from
MCI in favor of Bank to be filed in the Real Property Records of
Xxxxxxxx County, Texas;
(x) Unlimited Guaranty from HTI in favor of Bank;
(xi) Security Agreement from HTI in favor of Bank; and
(f) any additional documentation or materials reasonably required by Bank.
5. REPRESENTATIONS AND WARRANTIES OF BORROWER. Borrower represents and
warrants as follows:
(a) Borrower is duly authorized and empowered to execute, deliver and
perform this Amendment and Modification Agreement and all other instruments
referred to or mentioned herein to which it is a party, and all action on
its part requisite for the due execution, delivery and the performance of
this Amendment and Modification Agreement has been duly and effectively
taken. This Amendment and Modification Agreement, when executed and
delivered, will constitute valid and binding obligations of Borrower
enforceable in accordance with its terms. This Amendment and Modification
Agreement does not violate any provisions of Borrower's Articles of
Incorporation, By-Laws, or any contract, agreement, law or regulation to
which Borrower is subject, and does not require the consent or approval of
any regulatory authority or governmental body of the United States or any
state.
(b) After giving effect to (i) the sale of the Borrower's (and MCI's) oil
field services business to Xxxxxx Production, (ii) the application of the
Revolving Line of Credit Paydown Amount to the Revolving Line of Credit,
and (iii) the relending of the Readvance Amount, the amount outstanding on
the Revolving Line of Credit plus the amount of issued and outstanding
letters of credit does not exceed the Borrowing Base, as adjusted to take
into account the sale of the Borrower's and MCI's oil field services
business to Xxxxxx Production.
(c) Borrower has no subsidiaries other than Xxxxxx Company, Inc.,
Hydrocarbon Technologies, Inc. and Xxxxxx Vehicle Acquisition Corp. and
Xxxxxx Vehicle Acquisition Corp. will be sold to Xxxxxx Production as part
of the sale of the Borrower's and MCI's oil field services business.
(d) Borrower represents that the indebtedness evidenced by the Master
Lease Agreement and Lease Schedules No. 49223 and 49649 was originally
funded under the Loan Agreement and Advancing Line of Credit and
constituted "Indebtedness" as defined in that certain Security Agreement
dated June 2, 1995 between Borrower and Bank (the "SECURITY AGREEMENT"),
was rolled into the lease financing at the election of Borrower and that
Borrower contemplated if Bank reacquired the indebtedness evidenced by the
Master Lease Agreement and Lease Schedules No. 49223 and 49649 it would be
"Indebtedness" secured by such Security Agreement.
6
6. REPRESENTATIONS AND WARRANTIES OF MCI. MCI represents and warrants
that it is duly authorized and empowered to execute, deliver and perform this
Amendment and Modification Agreement, the Consent of Guarantors and all other
instruments referred to or mentioned herein to which it is a party, and all
action on its part requisite for the due execution, delivery and the performance
of this Amendment and Modification Agreement, the Consent of Guarantors and all
other instruments referred to or mentioned herein to which it is a party, have
been duly and effectively taken. This Amendment and Modification Agreement, the
Consent of Guarantors and all other instruments referred to or mentioned herein
to which it is a party, when executed and delivered, will constitute valid and
binding obligations of MCI enforceable in accordance with their respective
terms. Neither this Amendment and Modification Agreement, the Consent of
Guarantors nor any of the other instruments referred to or mentioned herein to
which it is a party violates any provisions of MCI's Articles of Incorporation,
By-Laws, or any contract, agreement, law or regulation to which MCI is subject,
and none of the foregoing require the consent or approval of any regulatory
authority or governmental body of the United States or any state.
7. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.
(a) Upon the effectiveness of Section 1 hereof, on and after the date
hereof each reference in the Loan Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import, and each reference
in the other Loan Documents, shall mean and be a reference to the Loan
Agreement as amended hereby.
(b) Except as specifically amended above, the Loan Agreement and the
Notes and all other instruments securing or guaranteeing Borrower's
obligations to Bank (the "LOAN DOCUMENTS") shall remain in full force and
effect and are hereby ratified and confirmed. Without limiting the
generality of the foregoing, the Loan Documents and all collateral
described therein do and shall continue to secure the payment of all
obligations of Borrower under the Loan Agreement and the Notes, as amended
hereby, and under the other Loan Documents.
(c) The execution, delivery and effectiveness of this Amendment and
Modification Agreement shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of Bank under any of the
Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
8. REFERENCE TO AND EFFECT ON THE MASTER LEASE AGREEMENT, LEASE SCHEDULE
49223 AND LEASE SCHEDULE NO. 49649.
(a) Upon the effectiveness of Section 3 hereof, on and after the date
hereof each reference in the Master Lease Agreement to "this Lease", "this
Master Lease Agreement", "hereunder", "hereof", "herein" or words of like
import, and each reference in the lease schedules, shall mean and be a
reference to the Master Lease Agreement as amended hereby.
7
(b) Upon the effectiveness of Section 3 hereof, on and after the date
hereof each reference in Lease Schedule No. 49223 to "this Lease Schedule",
"hereunder", "hereof", "herein" or words of like import, and each reference
in the Master Lease Agreement, shall mean and be a reference to Lease
Schedule No. 49223 as amended hereby.
(c) Upon the effectiveness of Section 3 hereof, on and after the date
hereof each reference in Lease Schedule No. 49649 to "this Lease Schedule",
"hereunder", "hereof", "herein" or words of like import, and each reference
in the Master Lease Agreement, shall mean and be a reference to Lease
Schedule No. 49649 as amended hereby.
(d) Except as specifically amended above, the Loan Agreement and the
Notes and all other instruments securing or guaranteeing Borrower's
obligations to Bank (the "LOAN DOCUMENTS") shall remain in full force and
effect and are hereby ratified and confirmed. Without limiting the
generality of the foregoing, the Loan Documents and all collateral
described therein do and shall continue to secure the payment of all
obligations of Borrower under the Loan Agreement and the Notes, as amended
hereby, and under the other Loan Documents.
(e) Except as specifically amended above, the Master Lease Agreement
and schedules thereto and all other instruments securing or guaranteeing
Borrower's obligations to Bank (the "LEASE DOCUMENTS") shall remain in full
force and effect and are hereby ratified and confirmed. Without limiting
the generality of the foregoing, the Lease Documents and all collateral
described therein do and shall continue to secure the payment of all
obligations of Borrower under the Master Lease Agreement and the schedules
thereto, as amended hereby, and under the other Lease Documents.
(f) The execution, delivery and effectiveness of this Amendment and
Modification Agreement shall not, except as expressly provided herein (i)
operate as a waiver of any right, power or remedy of Bank under any of the
Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents or (i) operate as a waiver of any right, power or remedy of Bank
under any of the Lease Documents, nor constitute a waiver of any provision
of any of the Lease Documents.
9. WAIVER. As additional consideration for the execution, delivery and
performance of this Amendment and Modification Agreement by the parties hereto
and to induce Bank to enter into this Amendment and Modification Agreement,
Borrower and MCI warrant and represent to Bank that no facts, events, statuses
or conditions exist or have existed which, either now or with the passage of
time or giving of notice, or both, constitute or will constitute a basis for any
claim or cause of action against Bank or any defense to (i) the payment of any
obligations and indebtedness under the Notes, Loan Documents and/or Lease
Documents or (ii) the performance of any of their obligations with respect to
the Notes, Loan Documents and/or Lease Documents, and in the event any such
facts, events, statuses or conditions exist or have existed, Borrower and MCI
unconditionally and irrevocably waive any and all claims and causes
8
of action against Bank and any defense to their payment and performance
obligations in respect to the Notes, Loan Documents and Lease Documents.
10. COSTS AND EXPENSES. Borrower agrees to pay on demand all costs and
expenses of Bank in connection with the preparation, reproduction, execution and
delivery of this Amendment and Modification Agreement and the other instruments
and documents to be delivered hereunder, including the reasonable fees and
out-of-pocket expenses of counsel for Bank. In addition, Borrower shall pay any
and all fees payable or determined to be payable in connection with the
execution and delivery, filing or recording of this Amendment and Modification
Agreement and the other instruments and documents to be delivered hereunder, and
agrees to save Bank harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omission to pay such fees,
except such liabilities arising from the gross negligence of Bank.
11. EXECUTION IN COUNTERPARTS. This Amendment and Modification Agreement
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument.
12. GOVERNING LAW. This Amendment and Modification Agreement shall be
governed by and construed in accordance with the laws of the State of Texas
insofar as it amends the Loan Documents and by the laws of the State of Ohio
insofar as it amends the Lease Documents.
13. FINAL AGREEMENT. THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
9
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed in multiple counterparts, each of which is an original instrument
for all purposes, all as of the day and year first above written.
"BORROWER"
XXXXXX ENVIRONMENTAL
SERVICES, INC.
By: /s/ W. Xxxxxxxxxxx Xxxxxxxx
----------------------------------------------
W. Xxxxxxxxxxx Xxxxxxxx
Vice President and CFO
"MCI"
XXXXXX COMPANY, INC.
By: /s/ W. Xxxxxxxxxxx Xxxxxxxx
----------------------------------------------
W. Xxxxxxxxxxx Xxxxxxxx
Secretary-Treasurer
"BANK"
BANK ONE, TEXAS, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
10
EXHIBIT "A"
FULL RELEASE OF LIEN
In consideration of the payment of $_________ by XXXXXX ENVIRONMENTAL
SERVICES, INC., a Delaware corporation ("BORROWER"), to BANK ONE, TEXAS, N.A., a
national banking association ("BANK"), (A) in partial payment of amounts owing
by Borrower to Bank under that certain Letter Loan Agreement dated June 2, 1995
by and between Borrower and Bank, as amended by that certain First Amendment to
Letter Loan Agreement and Master Lease Modification Agreement dated of even date
herewith (as amended, the "LOAN AGREEMENT"), and (B) in full payment of all
amounts owing by Borrower to Bank under that certain Master Lease Agreement
dated February 9, 1996 and the lease schedules related thereto between Borrower,
as lessee, and BANC ONE LEASING CORPORATION, as lessor (BANC ONE LEASING
CORPORATION having assigned its rights thereunder to BANC ONE TEXAS LEASING
CORPORATION, and BANC ONE TEXAS LEASING CORPORATION having assigned its rights
thereunder to Bank), as amended by that certain First Amendment to Letter Loan
Agreement and Master Lease Modification Agreement dated of even date herewith
(as amended, the "MASTER LEASE AGREEMENT"), Bank hereby releases and discharges
all of its rights, titles and interests in and to the items of collateral
described on EXHIBIT "A" attached hereto and incorporated herein by reference
previously pledged by Borrower as security for amounts owing under the Loan
Agreement and Master Lease Agreement.
EXECUTED this 20th day of January, 1997.
BANK ONE, TEXAS, N.A.
By:
------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
A-1
EXHIBIT "B"
CONSENT OF GUARANTORS
Dated as of January 20, 1997
The undersigned, XXXXXX COMPANY, INC., a Texas corporation, and HYDROCARBON
TECHNOLOGIES, INC., a Texas corporation, as the Guarantors referred to in the
attached First Amendment to Letter Loan Agreement and Master Lease Modification
Agreement (the "AMENDMENT"), hereby consent to the Amendment and hereby confirm
and agree that (i) the Loan Documents (which specifically includes the Unlimited
Guaranty executed by each of the undersigned) in effect on the date hereof to
which it is a party is, and shall continue to be, in full force and effect and
is hereby confirmed and ratified in all respects except that, upon the
effectiveness of, and on and after the date of, the Amendment, all references in
such Loan Documents to the Loan Agreement and Notes shall mean the Loan
Agreement and Notes as amended by the Amendment, and (ii) such Loan Documents
consisting of guaranties, security agreements and deeds of trust and all of the
collateral described therein do, and shall continue to, secure the payment by
the Borrower of its obligations under the Loan Agreement and Notes, as amended
by the Amendment, except to the extent certain of the collateral is specifically
released pursuant to the Amendment.
XXXXXX COMPANY, INC.
By:
-----------------------------------------
W. Xxxxxxxxxxx Xxxxxxxx
Secretary-Treasurer
HYDROCARBON TECHNOLOGIES,
INC.
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
B-1
