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EXHIBIT 4.15
FOURTH AMENDMENT TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Reference is made to that certain First Amended and Restated Credit
Agreement dated as of July 23, 1993, as amended by the First Amendment to First
Amended and Restated Credit Agreement dated as of April 7, 1994, the Second
Amendment to First Amended and Restated Credit Agreement dated as of June 13,
1995 and the Third Amendment to First Amended and Restated Credit Agreement
dated as of November 15, 1995 (as so amended, the "Credit Agreement"), by and
among Xxxxx Corporation ("Borrower"), Navajo Refining Company ("Navajo"), Xxxxx
Petroleum, Inc. ("Xxxxx Petroleum"), Navajo Pipeline Co. ("Navajo Pipeline"),
Navajo Holdings, Inc. "Navajo Holdings"), Lea Refining Company ("Lea, Navajo
Western Asphalt Company ("Navajo Western"), Montana Refining Company, a
Partnership ("Montana") and Navajo Crude Oil Marketing Company ("Navajo
Crude") (Navajo, Xxxxx Petroleum, Navajo Pipeline, Navajo Holdings, Lea, Navajo
Western and Navajo Crude collectively referred to herein as "Guarantors"),
NationsBank of Texas,. N.A., as Agent ("Agent"), and NationsBank of Texas,
N.A., Banque Paribas, The First National Bank of Boston, and The Bank of Nova
Scotia (collectively, "Lenders"). Capitalized terms used herein shall have the
meanings given them in the Credit Agreement.
The parties hereto desire to amend the Credit Agreement for the purposes
expressed herein.
In consideration of the mutual covenants and agreements contained herein
and in the Credit Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Definitions. The definition of "Maturity Date" in Section 1.1 of
the Credit Agreement is hereby amended in its entirety to read as follows:
"Maturity Date. November 1, 1997."
2. Representations and Warranties of Related Persons. In order to
induce each Lender to enter into this Amendment, Borrower represents and
warrants as to itself and each other Related Person, and each other Related
Person represents and warrants as to itself, to each Lender that:
a. The representations and warranties contained in Section
5.1 of the Credit Agreement are true and correct at and as of the time
of the effectiveness hereof.
b. Each of Borrower, each Guarantor and Montana is duly
authorized to execute and deliver this Amendment, and Borrower is and
will continue to be duly authorized to borrow monies and to perform its
obligations under the Credit Agreement. Each of Borrower, each Guarantor
and Montana has duly taken all corporate or partnership action necessary
to authorize the execution and delivery of this Amendment and to
authorize the performance of its obligation hereunder.
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c. The execution and delivery by each of Borrower, each
Guarantor and Montana of this Amendment does not and will not conflict
with any provision of law, statute, rule or regulation or of any of its
organizational documents, or of any material agreement, judgment,
license, order or permit applicable to or binding upon it, or result in
the creation of any lien, charge or encumbrance upon any assets or
properties or any of its assets. Except for those which have been
obtained, no consent, approval, authorization or order of any court or
governmental authority or third party is required in connection with the
execution and delivery by any of Borrower, any Guarantor or Montana of
this Amendment.
d. When duly executed and delivered, this Amendment will be
a legal and binding obligation of Borrower, Guarantors and Montana
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or similar laws of general application relating
to the enforcement of creditors' rights and by equitable principles of
general application.
3. Ratification of Documents. The Credit Agreement as hereby
amended is hereby ratified and confirmed in all respects. Any reference to the
Credit Agreement in any Loan Document shall be deemed to refer to this
Amendment also. The execution. delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of Lenders under the Credit Agreement, the Notes or any
other Loan Document nor constitute a waiver of any provision of the Credit
Agreement, the Notes or any other Loan Document. Each Guarantor hereby consents
to the provisions of this Amendment, and hereby ratifies and confirms the
Guaranty, and agrees that its obligations and covenants thereunder are
unimpaired hereby and shall remain in full force and effect.
4. Loan Documents. This Amendment is a Loan Document, and all
provisions in the Credit Agreement pertaining to Loan Documents apply hereto.
5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas and any applicable
laws of the United States of America in all respects, including construction,
validity and performance.
6. Counterparts. This Amendment may be separately executed in
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed shall be deemed to constitute one and the same
Amendment.
THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT
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.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment to be
effective as May 14, 1997.
XXXXX CORPORATION,
a Delaware corporation
By: /s/ XXXXX X. XXXXXXXXX
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NAME: Xxxxx X. Xxxxxxxxx
Title: Vice President, Treasurer
and Controller
NAVAJO REFINING COMPANY,
a Delaware corporation
By: /s/ XXXXX X. XXXXXXXXX
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NAME: Xxxxx X. Xxxxxxxxx
Title: Vice President and Treasurer
NAVAJO PIPELINE CO.,
a Delaware corporation
By: /s/ XXXXX X. XXXXXXXXX
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NAME: Xxxxx X. Xxxxxxxxx
Title: Vice President and Treasurer
NAVAJO HOLDINGS, INC.,
a New Mexico corporation
By: /s/ XXXXX X. XXXXXXXXX
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NAME: Xxxxx X. Xxxxxxxxx
Title: Vice President and Treasurer
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XXXXX PETROLEUM, INC.,
A Delaware corporation
By: /s/ XXXXX X. XXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President and Treasurer
LEA REFINING COMPANY,
a Delaware corporation
By: /s/ XXXXX X. XXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President and Treasurer
NAVAJO WESTERN ASPHALT COMPANY,
a New Mexico corporation
By: /s/ XXXXX X. XXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President and Treasurer
MONTANA REFINING COMPANY, A PARTNERSHIP,
a Montana general partnership
By: Navajo Northern, Inc., its General
Partner and a Nevada corporation
By: /s/ XXXXX X. XXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President and Treasurer
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By:
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Name:
Title:
NATIONSBANK OF TEXAS, N.A.,
as Agent
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Vice President
BANQUE PARIBAS
By: /s/ XXXXXX XXXXXXXXXX
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Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
By: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
Title: Group Vice President
Bank Boston N.A. F/K/A
THE FIRST NATIONAL BANK OF
BOSTON
By: /s/ J. R. XXXXXXX, JR.
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Name: J. R. Xxxxxxx, Jr.
Title: Director
Energy & Utilities
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XXX XXXX XX XXXX XXXXXX
By: /s/ F.C.H. XXXXX
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Name: F.C.H. Xxxxx
Title: Senior Manager
Loan Operations
NATIONSBANK OF TEXAS, N.A.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Vice President
