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EXHIBIT 10.29
EXECUTION COPY
AMENDATORY AGREEMENT
Amendatory Agreement dated as of March 30, 1998 among Huntway Partners,
L.P., a Delaware limited partnership (the "Company"), and each of Lighthouse
Investors, L.L.C., a Delaware limited liability company ("Lighthouse"), B III
Capital Partners, L.P., a Delaware limited partnership ("B III"), Contrarian
Capital Fund I, L.P., a Delaware limited partnership ("Contrarian I"),
Contrarian Capital Fund II, L.P., a Delaware limited partnership ("Contrarian
II"), The & Trust, First Plaza Group Trust ("First Plaza"), The IBM Retirement
Plan Trust ("IBM") and Xxxxxxxxxxx Horizon Partners, L.P., Xxxxxxxxxxx
Institutional Horizon Partners, L.P., Xxxxxxxxxxx International Horizon Fund
II, Ltd., and Xxxxxxxxxxx & Co., Inc. (the "Xxxxxxxxxxx Entities;" each of
Lighthouse, B III, Contrarian I, Contrarian II, The & Trust, First Plaza, IBM
and the Xxxxxxxxxxx Entities being sometimes referred to individually as a
"Holder" and collectively as the "Holders").
RECITALS
The Company and the Holders are parties to an Exchange and Purchase
Agreement dated as of October 31, 1997 (the "Exchange Agreement").
In connection with the transactions contemplated by the Exchange
Agreement, the Company and State Street Bank and Trust Company, as trustee
(the "Trustee"), entered into an Indenture dated as of October 15, 1997, as
amended by a First Supplemental Indenture dated as of January 14, 1998 (the
"Existing Indenture").
In accordance with the understanding among the parties hereto, such
parties desire to amend and/or consent to deviations from the terms of the
Existing Indenture and the Exchange Agreement.
NOW THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. Amendment to Existing Indenture. The Existing Indenture is amended by
substituting the date "May 15, 1998" for the date "March 31, 1998" in Section
11.01 of the Existing Indenture.
2. Amendment to Exchange Agreement. The Exchange Agreement is amended by
substituting the date "May 15, 1998" for the date "March 31, 1998" both times
it appears in Section 6.18 of the Exchange Agreement.
3. Further Assurances. The parties hereto shall, from time to time,
execute and deliver to the Company or to such party or parties as the Company
may designate, any and all further instruments (in form and substance
reasonably satisfactory to the parties) as may be necessary or
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advisable to give full force and effect to the provisions of this Agreement
and the intent and purposes hereof. Without limiting the generality of the
foregoing, each of the parties hereto acknowledges and agrees that (a) the
signature of each of the Holders to this Agreement shall constitute a consent,
pursuant to Section 9.02 of the Existing Indenture, to amend the Existing
Indenture as specified herein; (b) the signature of the parties to this
Agreement taken as a whole shall constitute a consent pursuant to Section 11.2
of the Exchange Agreement to amend the Exchange Agreement as specified herein;
and (c) each of the parties will execute and deliver instruments or documents
evidencing such consents reasonably required in connection with the Company and
the Trustee entering into a supplemental indenture effecting the amendment of
the Existing Indenture.
4. Representations and Warranties. Each of the parties hereto hereby
represents and warrants to the other parties hereto that the execution,
delivery and performance by it of this Agreement are within its corporate or
partnership power, as applicable, and have been duly authorized by all
necessary corporate or partnership action, as applicable, on the part of such
party, and that this Agreement is the legal, valid and binding obligation of
such party, enforceable against it in accordance with its terms.
5. Effect on Documents. Except as specifically amended or modified
herein, the Existing Indenture and the Exchange Agreement shall remain in full
force and effect.
6. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof (other than the letter
agreement of the Company dated March, 1998) and supersedes all other
understandings, oral or written, with respect to the subject matter hereof.
(b) Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered (including by
facsimile transmission) shall be deemed an original, but all such counterparts
shall constitute one and the same instrument.
(c) Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws (as opposed to conflicts of law provisions)
of the State of New York.
(d) Headings. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.
(e) Successors and Assigns. This Agreement shall be binding upon each of
the parties hereto and its successors and assigns.
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the 30th
day of March, 1998.
HUNTWAY PARTNERS, L.P.
By:____________________________________
Name:
Title:
LIGHTHOUSE INVESTORS, L.L.C.
By Lighthouse Capital, L.L.C., its Manager
By:____________________________________
Xxxxxxx X. Xxxxxxx III:
Title:
B III CAPITAL PARTNERS, L.P.
By: DDJ Capital III, LLC, its General Partner
By: DDJ Capital Management, LLC, its Manager
By:____________________________________
Name:
Title: Member
CONTRARIAN CAPITAL FUND I, L.P.
By: Contrarian Capital Management, L.L.C.,
its general partner
By:____________________________________
Xxxxxx X. Xxxxxxx
Partner
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CONTRARIAN CAPITAL ADVISORS, L.L.C.,
as agent for the entities listed below its signature
attached hereto
By:____________________________________
Xxxxxx X. Xxxxxxx:
Partner
Xxxxxxxxxxx Horizon Partners, X.X.
Xxxxxxxxxxx Institutional Horizon Partners, X.X.
Xxxxxxxxxxx International Horizon Fund II, Ltd.
Xxxxxxxxxxx & Co., Inc.
The &Trust
CONTRARIAN CAPITAL FUND II, L.P.
By: Contrarian Capital Management L.L.C., its
general partner
By:____________________________________
Xxxxxx X. Xxxxxxx
Partner
MELLON BANK, N.A., solely in its capacity as
Trustee for First Plaza Group Trust (as directed
by Contrarian Capital Advisors, L.L.C.) and not
in its individual capacity
By:____________________________________
Name:
THE CHASE MANHATTAN BANK as Directed
Trustee for The IBM Retirement Plan Trust
By:_____________________________________
Xxxxxxx Rolling, Vice President
The Chase Manhattan Bank as Directed
Trustee for The IBM Retirement Plan Trust
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