EXHIBIT 10.6
AMENDMENT TO CREDIT AGREEMENT
This AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated effective as of
November 1, 2000, is made by and between XXXXXXXX PETROLEUM COMPANY, L.L.C., a
Louisiana limited liability company ("Borrower"), and COMPASS BANK, an Alabama
state chartered banking institution ("Lender").
RECITALS:
A. Borrower and Lender entered into that certain Credit Agreement dated as
of September 23, 1999 (as the same may have heretofore been amended, modified,
restated or supplemented from time to time, the "Credit Agreement").
B. Borrower and Lender now desire to make certain changes to the Credit
Agreement.
AGREEMENTS:
In consideration of the premises and the mutual agreements herein set
forth, the parties hereto hereby agree as follows:
1. DEFINITION OF "COMMITMENT TERMINATION DATE" AMENDED. The definition of
"Commitment Termination Date" set forth in Section 1.2 of the Credit Agreement
is hereby amended to read in its entirety as follows:
"Commitment Termination Date" shall mean November 1, 2001.
2. CERTAIN DEFINITIONS AND REFERENCES. Terms used but not defined herein,
but which are defined in the Credit Agreement or in the other Loan Documents,
shall have the meanings herein ascribed to them therein. The term "Agreement" as
used in the Credit Agreement and the term "Credit Agreement," as used in the
other Loan Documents or any other instrument, document or writing furnished to
Lender by Borrower shall mean the Credit Agreement as hereby amended.
3. LIEN CONTINUATION; MISCELLANEOUS. Borrower and Lender hereby
acknowledge, confirm and agree that the Security Instruments secure and shall
continue to secure the obligations of Borrower and any other party to any of the
Loan Documents (other than Lender) under the Loan Documents and the Security
Instruments are hereby deemed modified to the extent necessary to evidence the
foregoing acknowledgments, agreements and confirmations. Nothing contained in
this Amendment or any other document, instrument or other writing executed in
connection with this Amendment shall be construed as a release or impairment of
any of the liens, assignments and security interests created or granted pursuant
to the Security Instruments and such liens, assignments and security interests
are hereby ratified and confirmed.
The Liens of the Security Instruments are not waived. To the extent of any
conflict between the Credit Agreement or any of the other Loan Documents (or any
earlier modification of any of them) and this Amendment, this Amendment shall
control. Except as hereby expressly modified, all terms of the Credit Agreement
and the other Loan Documents (as any of them may have been previously modified
by any written agreement) remain in full force and effect. This Amendment (a)
shall bind and benefit Borrower and, except as herein expressly limited, Lender,
and their respective receivers, trustees, successors and assigns (provided, that
Borrower may not assign its rights hereunder without the prior written consent
of Lender); (b) may be modified or amended only by a writing signed by each
party; (c) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE
LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN
EFFECT; (d) may be executed in several counterparts, and by the parties hereto
in separate counterparts, and each counterpart, when executed and delivered,
shall constitute an original agreement enforceable against all who signed it
without production of or accounting for any other counterpart, and all separate
counterparts shall constitute the same agreement and (e) embodies the entire
agreement and understanding between the parties with respect to modifications of
instruments provided for herein and supersedes all prior conflicting or
inconsistent agreements, consents and understandings relating to such subject
matter. Borrower acknowledges and agrees that there are no oral agreements among
any of them with respect to the transactions contemplated by the Loan Documents
which have not been incorporated in this Amendment or in the Loan Documents. If
any provision of this Amendment should be determined by any court of competent
jurisdiction to be illegal, invalid or unenforceable under present or future
laws, the legality, validity and enforceability of the remaining provisions of
this Amendment shall not be affected thereby. Each waiver in this Amendment is
subject to the overriding and controlling rule that it shall be effective only
if and to the extent that (a) it is not prohibited by applicable law and (b)
applicable law neither provides for nor allows any material sanctions to be
imposed against Lender for having bargained for and obtained it. Wherever the
term "including" or a similar term is used in this Amendment, it shall be read
as if it were "including by way of example only and without in any way limiting
the generality of the clause or concept referred to." Any exhibits, appendices
and annexes described in this Amendment as being attached to it are hereby
incorporated into it. The headings in this Amendment shall be accorded no
significance in interpreting it. BORROWER HEREBY RELEASES, DISCHARGES AND
ACQUITS FOREVER LENDER AND ITS OFFICERS, DIRECTORS, TRUSTEES, AGENTS, EMPLOYEES
AND COUNSEL (IN EACH CASE, PAST, PRESENT AND FUTURE) FROM ANY AND ALL CLAIMS
EXISTING AS OF THE DATE HEREOF (OR THE DATE OF ACTUAL EXECUTION HEREOF BY THE
APPLICABLE PERSON OR ENTITY, IF LATER). AS USED HEREIN, THE TERM "CLAIM" SHALL
MEAN ANY AND ALL LIABILITIES, CLAIMS, DEFENSES, DEMANDS, ACTIONS, CAUSES OF
ACTION, JUDGMENTS, DEFICIENCIES, INTEREST, LIENS, COSTS OR EXPENSES (INCLUDING
BUT NOT LIMITED TO COURT COSTS, PENALTIES, ATTORNEYS' FEES AND DISBURSEMENTS,
AND AMOUNTS PAID IN SETTLEMENT) OF ANY KIND AND CHARACTER WHATSOEVER, INCLUDING
BUT NOT LIMITED TO CLAIMS FOR USURY, BREACH OF CONTRACT, BREACH OF COMMITMENT,
NEGLIGENT MISREPRESENTATION OR FAILURE TO ACT IN GOOD FAITH, IN EACH CASE
WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ASSERTED OR UNASSERTED
OR PRIMARY OR CONTINGENT, AND WHETHER ARISING OUT OF WRITTEN DOCUMENTS,
UNWRITTEN UNDERTAKINGS, COURSE OF CONDUCT, TORT, VIOLATIONS OF LAWS OR
REGULATIONS OR OTHERWISE.
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NOTICE PURSUANT TO TEX. BUS. & COMM. CODE (S)26.02
THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES
BEFORE OR SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF
TOGETHER CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH 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.
EXECUTED effective as of the date first set forth above.
XXXXXXXX PETROLEUM COMPANY, L.L.C.
By: /s/ XXXXXX X. XXXXXXXX
______________________________
Xxxxxx X. Xxxxxxxx,
President
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COMPASS BANK
By: /s/ XXXXXXX XXXXXXXX
______________________________
Xxxxxxx Xxxxxxxx,
Senior Vice President
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The undersigned hereby joins in this Amendment to evidence its consent to
execution by Borrower of this Amendment, to confirm that each Loan Document now
or previously executed by the undersigned applies and shall continue to apply to
the Credit Agreement, as amended hereby, to acknowledge that without such
consent and confirmation, Lender would not execute this Amendment and to join in
the notice pursuant to Tex. Bus. & Comm. Code (S)26.02 set forth above.
XXXXXXXX PETROLEUM CORPORATION,
a Delaware corporation
By: /s/ XXXXXX X. XXXXXXXX
______________________________
Xxxxxx X. Xxxxxxxx
President
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