Exhibit 4.1
FOURTH AMENDMENT TO
CREDIT AGREEMENT
between
XXXXXXXX PETROLEUM COMPANY OF LOUISIANA
GPC, INC. OF LOUISIANA
NATIONAL MARKETING COMPANY
PECOS PIPELINE AND PRODUCING COMPANY
and
COMPASS BANK
Effective as of
June 1, 0000
XXXXXX XXXXXXXXX TO CREDIT AGREEMENT
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This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
is made and entered into effective as of June 1, 1997, by and between XXXXXXXX
PETROLEUM COMPANY OF LOUISIANA ("GPCL"), a Nevada corporation, formerly known as
American National Petroleum Company, successor by merger to Xxxxxxx Petroleum
Corporation of Michigan, a Michigan corporation, GPC, INC. OF LOUISIANA ("GPC"),
a Nevada corporation, NATIONAL MARKETING COMPANY, a Delaware corporation and
PECOS PIPELINE AND PRODUCING COMPANY, a Texas Corporation, (collectively, the
"Borrower"), XXXXXXXX PETROLEUM CORPORATION, a Delaware corporation,
("Xxxxxxxx"), and COMPASS BANK, a Texas state chartered banking corporation (the
"Lender").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, GPCL, the Lender, and Xxxxxxxx are parties to the
Credit Agreement dated August 16, 1995, as amended by First Amendment to Credit
Agreement dated as of December 15, 1995, and Letter Amendment dated March 26,
1996, and Second Amendment to Credit Agreement dated as of June 1, 1996, and
Letter Amendment dated November 12, 1996, and as further amended by Third
Amendment to Credit Agreement dated as of January 31, 1997 (as amended, the
"Agreement"), pursuant to which the Lender has extended credit to GPCL and
Xxxxxxxx has guaranteed the payment and performance of certain indebtedness and
other obligations of GPCL to the Lender; and
WHEREAS, the parties hereto desire to amend the Agreement as
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in the Agreement and this Amendment, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
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1.1 Terms Defined Above. As used herein, each of the terms
"Agreement," "Amendment," "Borrower," "GPC", "GPCL," "Xxxxxxxx," and "Lender"
shall have the meaning assigned to such term hereinabove.
1.2 Terms Defined in Agreement. As used herein, each term
defined in the Agreement shall have the meaning assigned thereto in the
Agreement, unless expressly provided herein to the contrary.
1.3 References. References in this Amendment to Article or
Section numbers shall be to Articles and Sections of this Amendment, unless
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expressly stated to the contrary. References in this Amendment to "hereby,"
"herein," "hereinafter," "hereinabove," "hereinbelow," "hereof," and "hereunder"
shall be to this Amendment in its entirety and not only to the particular
Article or Section in which such reference appears.
1.4 Articles and Sections. This Amendment, for convenience
only, has been divided into Articles and Sections and it is understood that the
rights, powers, privileges, duties, and other legal relations of the parties
hereto shall be determined from this Amendment as an entirety and without regard
to such division into Articles and Sections and without regard to headings
prefixed to such Articles and Sections.
1.5 Number and Gender. Whenever the context requires,
reference herein made to the single number shall be understood to include the
plural and likewise the plural shall be understood to include the singular.
Words denoting sex shall be construed to include the masculine, feminine, and
neuter, when such construction is appropriate, and specific enumeration shall
not exclude the general, but shall be construed as cumulative. Definitions of
terms defined in the singular and plural shall be equally applicable to the
plural or singular, as the case may be.
ARTICLE II
AMENDMENTS TO AGREEMENT
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The Agreement is hereby amended as follows:
2.1 Amendment of Section 1.2. Section 1.2 of the Agreement
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is hereby amended as follows:
The following definition is amended to read as
follows:
"Commitment Termination Date" shall mean June 1, 2000."
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2.2 Amendment of Section 2.7(a). The first sentence of
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Section 2.7(a) of the Agreement is hereby amended to read as follows:
(a) "Effective June 1, 1997, the Borrowing Base shall be
$21,000,000 until the next Borrowing Base review.
2.3 Amendment of Section 8.3. The address of National
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Marketing Company and Pecos Pipeline and Producing Company is as follows:
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx
Telecopy: (000) 000-0000
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ARTICLE III
CONDITIONS
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The obligation of the Lender to amend the Agreement as
provided herein is subject to the fulfillment of the following conditions
precedent:
3.1 Receipt of Documents and Other Items. The Lender shall
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have received, reviewed, and approved the following documents and other items,
appropriately executed when necessary and in form and substance satisfactory to
the Lender:
(a) multiple counterparts of this Amendment executed
by the Borrower and Xxxxxxxx, as requested by the
Lender;
(b) Security Agreement, Stock Pledge, of Xxxxxxxx Petroleum
Company of Louisiana, pledging the stock of Pecos
Pipeline & Producing Company and National Marketing
Company;
(c) Assignment of Interest in Joint Venture Agreement dated
September 1, 1993, by and between National Marketing
Company and Xxxxxxxx Marketing Company; and
(d) Assignment of Interest in Joint Venture Agreement
dated January 1, 1990, by and between Pecos Pipeline
and Producing Company and Xxxxxxxx Crossing Pipe Line
Company, as amended by Amendment dated as of
September 1, 1993, by and between Pecos Pipeline and
Producing Company and Southwestern Gas Pipeline, Inc.
3.2 Accuracy of Representations and Warranties. The
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representations and warranties contained in Article IV of the Agreement and in
any other Loan Document shall be true and correct, except as affected by the
transactions contemplated in the Agreement and this Amendment.
3.3 Matters Satisfactory to Lender. All matters incident
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to the consummation of the transactions contemplated hereby shall be
satisfactory to the Lender.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
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Each of the Borrower and Xxxxxxxx hereby expressly re-makes,
in favor of the Lender, all of the representations and warranties set forth in
Article IV of the Agreement and set forth in any other Loan Document to which it
is a party, and represents and warrants that all such
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representations and warranties remain true and unbreached, except as affected by
the transactions contemplated in the Agreement and this Amendment.
ARTICLE V
RATIFICATION
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Each of the parties hereto does hereby adopt, ratify, and
confirm the Agreement and the other Loan Documents to which it is a party, in
all things in accordance with the terms and provisions thereof, as amended by
this Amendment and the documents executed in connection herewith.
ARTICLE VI
MISCELLANEOUS
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6.1 Scope of Amendment. The scope of this Amendment is
expressly limited to the matters addressed herein and this Amendment shall not
operate as a waiver of any past, present, or future breach, Default, or Event of
Default under the Agreement, except to the extent, if any, that any such breach,
Default, or Event of Default is remedied by the effect of this Amendment.
6.2 Agreement as Amended. All references to the Agreement in
any document heretofore or hereafter executed in connection with the
transactions contemplated in the Agreement shall be deemed to refer to the
Agreement as amended by this Amendment.
6.3 Parties in Interest. All provisions of this Amendment
shall be binding upon and shall inure to the benefit of the Borrower, the
Lender, Xxxxxxxx, and their respective successors and permitted assigns.
6.4 Rights of Third Parties. All provisions herein are imposed
solely and exclusively for the benefit of the parties hereto and their
respective successors and permitted assigns. No other Person shall have standing
to require satisfaction of such provisions in accordance with their terms and
any or all of such provisions may be freely waived in whole or in part by the
Lender at any time if in its sole discretion it deems it advisable to do so.
6.5 Entire Agreement. THIS AMENDMENT CONSTITUTES THE ENTIRE
AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF AND
SUPERSEDES ANY PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, AMONG SUCH PARTIES
REGARDING THE SUBJECT HEREOF. FURTHERMORE IN THIS REGARD, THIS AMENDMENT, THE
AGREEMENT, AND THE OTHER PARTIES LOAN DOCUMENTS REPRESENT, COLLECTIVELY, THE
FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF SUCH
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG SUCH PARTIES.
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6.6 Governing Law. THIS AMENDMENT AND ALL ISSUES ARISING IN
CONNECTION HEREWITH AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING
EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW.
6.7 Jurisdiction and Venue. ALL ACTIONS OR PROCEEDINGS WITH
RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED
TO OR FROM THIS AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT MAY BE
LITIGATED, AT THE SOLE DISCRETION AND ELECTION OF THE LENDER, IN COURTS HAVING
SITUS IN HOUSTON, XXXXXX COUNTY, TEXAS. EACH OF THE BORROWER AND XXXXXXXX HEREBY
SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT LOCATED IN
HOUSTON, XXXXXX COUNTY, TEXAS, AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO
TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST
IT BY THE LENDER IN ACCORDANCE WITH THIS SECTION.
6.8 Waiver of Rights to Jury Trial. EACH OF THE BORROWER,
XXXXXXXX, AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY,
IRREVOCABLY, AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT, PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT RELATES TO OR
ARISES OUT OF THIS AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT OR THE
ACTS OR OMISSIONS OF THE LENDER IN THE ENFORCEMENT OF ANY OF THE TERMS OR
PROVISIONS OF THIS AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT OR
OTHERWISE WITH RESPECT THERETO. THE PROVISIONS OF THIS SECTION ARE A MATERIAL
INDUCEMENT FOR THE LENDER ENTERING INTO THIS AMENDMENT.
IN WITNESS WHEREOF, this Amendment is executed effective
as of the date first hereinabove written.
BORROWER:
XXXXXXXX PETROLEUM COMPANY OF LOUISIANA
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
President
GPC, INC. OF LOUISIANA
By: /s/Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
President
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NATIONAL MARKETING COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
President
PECOS PIPELINE AND
PRODUCING COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
President
GUARANTOR:
XXXXXXXX PETROLEUM CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
President
LENDER:
COMPASS BANK
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Vice President
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