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EXHIBIT 10.1.3
SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT
This Second Amendment to Loan and Security Agreement is entered into as
of the execution date stated below, by and between Transamerica Equipment
Financial Services Corporation, a Delaware corporation ("Lender"), whose address
is Riverway II, West Office Tower, 0000 Xxxx Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx
00000; and Xxxxxxxxx Drilling Company LP, LLLP, a Delaware registered limited
liability limited partnership ("Borrower"), whose executive office is 0000
Xxxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000.
A. Borrower's predecessor-in-interest, Xxxxxxxxx Drilling Company, a
Delaware corporation, and Lender entered into that certain Loan and
Security Agreement, dated as of December 21, 1999, for an Existing
Equipment Loan in the maximum stated principal amount of $50,000,000
and Equipment Purchase Loan in the aggregate maximum stated principal
amount of $10,000,000 (the "Loan Agreement"). Capitalized terms not
specifically defined herein shall have the meanings as defined in the
Loan Agreement.
B. On or about December 29, 1999, Borrower and all guarantors completed a
corporate/entity restructure reconstituting the Borrower and various
other affiliated entities as limited partnerships or limited liability
companies. The Borrower subsequently executed a Technical Amendment to
Loan Documents and Formal Assumption Agreement and, together with the
undersigned guarantors, executed amendments and reaffirmations of other
Loan Documents, all executed effective as of December 29, 1999
(collectively, the "Assumption Documents").
C. Borrower has requested and Lender has agreed, subject to the terms and
conditions set forth in this Amendment, to increase the Equipment
Purchase Loans Limit as stated in the Loan Agreement from $10,000,000
to $20,000,000.
NOW, THEREFORE, in consideration of the foregoing premises and the
receipt of other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Borrower and Lender hereby agree to amend the Loan
Agreement as follows:
1. The definition of "Equipment Purchase Loans Limit" in section 1.10
is hereby amended as follows: the phrase "Ten Million and No/00 Dollars
($10,000,000)" is deleted and replaced with "Twenty Million and No/00 Dollars
($20,000,000)."
2. The definition of "Maximum Credit" in section 1.27 is hereby amended
as follows: the phrase "Sixty Million and No/00 Dollars ($60,000,000)" is
deleted and replaced with "Seventy Million and No/00 Dollars ($70,000,000)."
3. In section 2.2(a)(ii)(A), the number "$10,000,000" is hereby deleted
and replaced with "$20,000,000."
4. In section 2.2(d)(iv), the number "$10,000,000" is hereby deleted
and replaced with "$20,000,000."
5. Notwithstanding anything in section 10.4 of the Loan Agreement to
the contrary, if for any reason, voluntarily or involuntarily, the Loan
Agreement or any provision of this Amendment is terminated or the principal
amounts owing under any Equipment Purchase Note dated after the date of this
Amendment are paid before they are due (a "prepayment"), then in view of the
impracticality and extreme difficulty of ascertaining actual damages and by
mutual agreement of the parties as to a reasonable calculation of Lender's lost
profits as a result thereof, Borrower agrees to pay to Lender, upon the
effective date of such prepayment, a prepayment fee as follows: five percent
(5%) of any prepayment
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amount paid prior to February 1, 2001; two percent (2%) of any prepayment amount
paid prior to February 1, 2003; and one percent (1%) of any prepayment amount
paid thereafter.
6. Borrower represents and warrants to Lender that all Borrower's
representations and warranties in the Loan Documents, as amended and modified by
the Assumption Documents and this Amendment, are true and accurate as of the
date of this Amendment.
7. Except as modified herein, the Loan Agreement remains in full force
and effect.
8. This Amendment may be executed in any number of counterparts, each
of which shall be an original and all of which, when taken together, shall
constitute one and the same instrument.
EXECUTED this 20 day of July, 2000.
TRANSAMERICA EQUIPMENT FINANCIAL
SERVICES CORPORATION ("Lender")
By:
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Printed Name:
----------------------------
Title:
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XXXXXXXXX DRILLING COMPANY LP, LLLP ("Borrower")
By: XXXXXXXXX (GP) LLC, a Delaware
limited liability company, its General Partner
By: /s/ XXXXXXXX X. XXXXXX
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Printed Name: Xxxxxxxx X. Xxxxxx
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Title: Vice President
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The undersigned Guarantors acknowledge and approve the terms of the foregoing
Second Amendment to Loan and Security Agreement. Each Guarantor hereby
represents and warrants to Lender that all its representations and warranties in
the Loan Documents, as amended and modified by the Assumption Documents and this
Amendment are true and accurate as of the date of this Amendment. Each Guarantor
agrees that it remains jointly and severally liable for any and all Obligations
under the Loan Documents, including all amounts contemplated by this Amendment.
XXXXXXXXX (GP) LLC, XXXXXXXXX ENERGY, INC.
a Delaware limited liability company a Delaware corporation
By: /s/ XXXXXXXX X. XXXXXX By: /s/ XXXXXXXX X. XXXXXX
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Printed Name: Xxxxxxxx X. Xxxxxx Printed Name: Xxxxxxxx X. Xxxxxx
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Title: Vice President Title: Vice President
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XXXXXXXXX (LP) LLC, LONE STAR MUD LP, LLLP, a Delaware
a Delaware limited liability company registered limited liability limited partnership
By: Xxxxxxxxx (GP) LLC, a Delaware
By: /s/ XXXXXX X. XXXX limited liability company, its
---------------------------------------- General Partner
Printed Name: Xxxxxx X. Xxxx
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Title: Sole Manager
------------------------------------- By: /s/ XXXXXXXX X. XXXXXX
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Printed Name: Xxxxxxxx X. Xxxxxx
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Title: Vice President
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