EXHIBIT 10.44
SEVENTH AMENDMENT TO RESTATED LOAN AGREEMENT
THIS SEVENTH AMENDMENT TO RESTATED LOAN AGREEMENT (hereinafter
referred to as the "Amendment") executed and effective as of the 26th day of
March 2003, by and among NATIONAL ENERGY GROUP, INC., a Delaware corporation
("Borrower"), and ARNOS CORP., a Nevada corporation ("Lender"), a successor by
assignment to BANK ONE, TEXAS, N.A., a national banking association ("Bank One")
and CREDIT LYONNAIS NEW YORK BRANCH ("Credit Lyonnais") and each of the
financial institutions which may from time to time become a party hereto or any
successor or assignee thereof (hereinafter collectively referred to as "Banks",
individually as "Bank").
WITNESSETH:
WHEREAS, Borrower, Guarantor, Banks and Agent entered into a Restated
Loan Agreement, dated as of August 29, 1996 (as so modified and amended and as
otherwise supplemented from time to time, the "Loan Agreement") under the terms
of which the Banks agreed to provide the Borrower with a reducing revolving line
of credit facility in an amount of up to $100,000,000 and a term loan in an
amount of up to $5,000,000;
WHEREAS, Borrower, Guarantor, Banks, Agent and Lender, respectively,
have entered into a First Amendment to Restated Loan Agreement dated October 31,
1996, a Second Amendment to Restated Loan Agreement dated March 7, 1997, a Third
Amendment to Restated Loan Agreement dated May 12, 1997, a Fourth Amendment to
Restated Loan Agreement dated August 21, 1997, a Fifth Amendment to Restated
Loan Agreement dated August 1, 2001, and a Sixth Amendment to Restated Loan
Agreement dated December 15, 2001;
WHEREAS, Borrower has assigned all of its right, title and interest in
and to the Loan Agreement to Edgemont LP, a Delaware limited partnership, and
NEG Operating LLC, a Delaware limited liability company (each of Edgemont LP and
NEG Operating LLC individually referred to herein as "Assignee Borrower" and
collectively as "Assignee Borrowers") effective March 26, 2003; and
WHEREAS, Assignee Borrowers and Lender have agreed that certain
amendments be made to the Loan Agreement with respect to (i) the Revolving
Maturity Date, (ii) an increase in the Revolving Commitment, and (iii) an
increase in the Borrowing Base.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, each Assignee Borrower and the
Lender hereby agree as follows:
1. Definition
Capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed thereto in the Loan Agreement.
2. Amendment to the Loan Agreement.
The Loan Agreement is hereby amended as follows:
A. The definition of "Revolving Maturity Date" as defined in Section 1
shall be amended by deleting therefrom the date "August 29, 2000" and, in lieu
thereof, inserting the date "June 30, 2004;"
B. The definition of "Revolving Commitment" as defined in Section 1
shall be amended by deleting in the first line therefrom the amount of
"$100,000,000" and, in lieu thereof, inserting the amount of "$150,000,000;" and
C. The Borrowing Base as defined in Section 7 shall be deleted in its
entirety and amended as follows: "During the period from the date hereof to the
first Determination Date (as hereinafter defined), the Borrowing Base for the
Revolving Loan shall be $75,000,000 and the Monthly Commitment Reduction shall
be $0 per month beginning March 26, 2003."
3. Governing Law.
This amendment shall be governed by the construed in accordance with
the laws of the State of New York, without regard to principles of conflicts of
law or choice of law.
4. Modification.
No provisions of this Amendment may be waived, amended or modified
except in writing signed by the affected party.
5. Continued Effectiveness of the Loan Agreement; No Default or Event of
Default.
Except as expressly provided herein, the terms and provisions of the
Loan Agreement shall remain unchanged and in full force and effect and all
references therein to this "Agreement" shall be deemed to be references to the
Loan Agreement, as amended by this Seventh Amendment and any preceding
amendments thereto. As of the date hereof, no Default or Event of Default has
occurred and is continuing under the Loan Agreement.
6. Counterparts; Effective Date.
This Amendment may be signed in one or more counterparts, all of which
together shall constitute a single agreement binding upon the parties hereto.
This Amendment shall be effective as of March 26, 2003.
[Signature Page Follows]
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IN WITNESS WHEREOF, parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first written above.
ARNOS CORP., as Lender
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Its: Vice President
NEG Operating LLC, as Assignee Borrower
By: NEG Holding LLC, Sole Member
By: Xxxxxx Partners, Managing Member
By: Cigas Corp., Managing General Member
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Its: President
Edgemont Limited Partnership, as Assignee
By: GP of Delaware. LLC, its General Partner
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Its: Manager
CONSENTED TO BY NOTEHOLDERS:
Arnos Corp.
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Its: Vice President
High River Limited Partnership
By: Barberry Corp., its General Partner
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Its: Authorized Signatory
High Coast Limited Partnership
By: Beckton Corp., its General Partner
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Its: Authorized Signatory
[Signature Page to Seventh Amendment to Restated Loan Agreement]
