EXECUTION ORIGINAL
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is
made as of April 22, 1998, by and among Inland Production Company, a Texas
corporation ("BORROWER"), Inland Resources Inc., a Washington corporation
("PARENT"), Trust Company of the West, a California trust company, in its
capacity as "NOTEHOLDER" (as defined in the Credit Agreement described
below), and TCW Asset Management Company, a California corporation, in its
capacities as "AGENT" and "COLLATERAL AGENT" (as defined in the Credit
Agreement).
R E C I T A L S
WHEREAS, Borrower, Parent, Noteholder, Agent and Collateral Agent
have entered into that certain Credit Agreement dated as of September 23,
1997, as amended by that certain First Amendment to Credit Agreement dated as
of December 24, 1997 (as amended, the "CREDIT AGREEMENT"), pursuant to which
Noteholder agreed to make a loan to Borrower in the original principal amount
of up to $75,000,000;
WHEREAS, Borrower, Parent, ING (U.S.) Capital Corporation, as agent
("AGENT BANK"), and the Banks party thereto have entered into that certain
Credit Agreement dated as of September 23, 1997, as amended by that certain
First Amendment to Credit Agreement dated as of December 12, 1997 and that
certain Second Amendment to Credit Agreement dated as of December 24, 1997
(as amended, the "BANK CREDIT AGREEMENT"), pursuant to which the Banks agreed
to make loans to Borrower in the original principal amount of up to
$80,000,000;
WHEREAS, Borrower, Parent, Noteholder, Agent, Banks and Agent Bank
have entered into that certain Intercreditor Agreement dated as of September
23, 1997, as amended by that certain First Amendment to Intercreditor
Agreement dated as of December 12, 1997 and that certain Second Amendment to
Intercreditor Agreement dated as of December 24, 1997 (as amended, the
"INTERCREDITOR AGREEMENT"), in order to set forth various rights between the
parties to the Credit Agreement and Bank Credit Agreement;
WHEREAS, the parties to the Bank Credit Agreement desire to amend
the Bank Credit Agreement to, among other things, provide for additional loan
advances; and
WHEREAS, in connection with the amendment to the Bank Credit
Agreement, the parties to the Credit Agreement desire to amend the Credit
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as set forth below.
ARTICLE I
DEFINITIONS AND REFERENCES
Section 1.1 TERMS DEFINED IN THE CREDIT AGREEMENT. Unless the
context otherwise requires or unless otherwise expressly defined herein, the
terms defined in the Credit Agreement shall have the same meanings whenever
used in this Amendment.
Section 1.2. OTHER DEFINED TERMS. Unless the context otherwise
requires, the following terms when used in this Amendment shall have the
meanings assigned to them in this SECTION 1.2.
"AMENDMENT DOCUMENTS" means, collectively, this Amendment, the
Refining Security Agreement, Refining Deed of Trust and the Refining
Security Agreement Financing Statements.
"PARIBAS FACILITY REPAYMENT DATE" means the date on which all of the
following have occurred (i) the Credit Agreement dated December 24, 1997
between Inland Refining and Banque Paribas has been terminated and all of
Inland Refining's obligations thereunder have been paid in full, (ii) all
liens encumbering property of Inland Refining in favor of Banque Paribas
have been released and (iii) all of the conditions set forth in SECTION 3.2
of this Amendment are satisfied; provided, however, that if all conditions
set forth in clauses (i), (ii), and (iii) of this definition are not
satisfied on or before May 15, 1998, then the Paribas Facility Repayment
Date shall not occur.
"PLEDGE AGREEMENT" means that certain Pledge Agreement made by Parent
in favor of Collateral Agent dated as of September 23, 1997, as amended.
- 2 -
"REFINING DEED OF TRUST" means that certain second Deed of Trust,
Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
Statement to be executed and delivered on the Paribas Facility Repayment
Date by Inland Refining for the benefit of Collateral Agent junior only to
the deed of trust executed by Inland Refinery in favor of Agent Bank for
the benefit of the Banks and in form and substance satisfactory to
Noteholder or Agent in its sole discretion.
"REFINING SECURITY AGREEMENT" means that certain Security Agreement to
be executed and delivered on the Paribas Facility Repayment Date by Inland
Refining in favor of Collateral Agent junior only to the security agreement
executed by Inland Refinery in favor of Agent Bank for the benefit of the
Banks in form and substance satisfactory to Noteholder or Agent in its sole
discretion.
"REFINING SECURITY AGREEMENT FINANCING STATEMENTS" means,
collectively, all UCC-1 financing statements required to be filed in order
to perfect the security interests granted by Inland Refining to Collateral
Agent pursuant to the Refining Security Agreement.
"REFINING TITLE POLICY" means a title policy issued by title insurance
company acceptable to Agent or Noteholder in its sole discretion insuring
that (i) Inland Refining owns fee simple title to the Crysen Refinery, free
and clear of all liens and encumbrances other than Permitted Liens approved
in writing by Agent or Noteholder, and (ii) the Refining Deed of Trust is a
legal, valid and perfected second deed of trust on the Crysen Refinery
junior only to the deed of trust executed by Inland Refinery in favor of
Agent Bank for the benefit of the Banks.
ARTICLE IIA
Section 2A. AMENDMENTS EFFECTIVE IMMEDIATELY. The following amendments
shall be effective upon the satisfaction of the conditions set forth in
SECTION 3.1 without regard to the Paribas Facility Repayment Date.
Section 2A.1. DEFINED TERMS. The following definitions are hereby added
to Annex A to the Credit Agreement:
'CRYSEN REFINERY' means that certain refinery located in Xxxxx Cross,
Utah.
'PRODUCTION/REFINING CREDIT AGREEMENT' means that certain Credit
Agreement to be entered into between Inland Refining, as borrower, and
Borrower, as lender, pursuant to which Borrower shall agree to provide
credit to Inland
- 3 -
Refining; such credit agreement to be on terms acceptable to Required
Lenders in their sole discretion, including without limitation the
subordination of any loans or advances pursuant to such credit agreement
to the Bank Indebtedness and the TCW indebtedness.
'PRODUCTION/REFINING LOAN'means those loans to be extended to
Inland Refining by Borrower pursuant to the Production/Refining Credit
Agreement."
Section 2A.2. COVENANTS.
(a) Section C.29 of Annex C to the Credit Agreement is hereby
amended in its entirety to read as follows:
"Section C.29 EBITDA. At the end of any Fiscal Quarter, the ratio of
(a) EBITDA to (b) the required interest payments on Parent's Consolidated
Debt, for the four-Fiscal Quarter period ending such Fiscal Quarter, will
not be less than 1.7 to 1.0 for any such period ending on or prior to
December 31, 1998, and not less than 3.0 to 1.0 for any period ending after
such date."
(b) Section C.41 of Annex C to the Credit Agreement is hereby
amended in its entirety to read as follows:
"Section C.41 LIENS. Upon the request of Agent or on the Paribas
Facility Repayment Date, whichever occurs first, Parent will grant
Collateral Agent a lien on and security interest in the capital stock of
Inland Refining, which lien and security interest shall be subject to the
Intercreditor Agreement."
(c) Annex C to the Credit Agreement is hereby amended by adding
the following Section C.42:
"Section C.42 ADDITIONAL EQUITY AND FARMOUT TRANSACTIONS. By June 30,
1998, Parent shall have received at least $15,000,000 in proceeds from the
issuance of Series D Convertible Preferred Stock or other equity securities
or farmout transactions, in each case on terms acceptable to Required
Lenders in their sole discretion. Upon the issuance of such Series D
Convertible Preferred Stock or such other equity or the consummation of a
farmout transaction, the references contained in Sections C.18 and C.21 to
'Parent's Series C Convertible Preferred Stock' shall be deemed to read
'Parent's Series C Convertible Preferred Stock and Series D Convertible
Preferred Stock or other equity securities or farmout transactions issued
or entered into in compliance with Section C.42.'"
- 4 -
Section 2A.3 OTHER. Schedule 4 of the Credit Agreement is hereby
deleted and replaced with Schedule 4 attached hereto as EXHIBIT A.
ARTICLE IIB
Section 2B. AMENDMENTS EFFECTIVE UPON PARIBAS FACILITY REPAYMENT
DATE. The following amendments shall be effective on the Paribas
Facility Repayment Date.
Section 2B.1 CONDITIONS PRECEDENT FOR ADDITIONAL BANK LOAN
ADVANCES. Section 3.4 of the Credit Agreement is hereby amended by
deleting subsection (b) and replacing it with the following:
"(b) such advances are used to develop Eligible Proved Properties
pursuant to the Plan of Development or to provide financing to Inland
Refining in an aggregate amount not to exceed the amount set forth in
Section C.18(g) below pursuant to the Production/Refining Loan Agreement
and Section 2.4 of the Bank Credit Agreement (as amended by the Third
Amendment thereto);"
Section 2B.2 COVENANTS.
(a) Section C.18 of Annex C to the Credit Agreement is hereby
amended by deleting subsection (g) and replacing it with the following,
adding the following subsection (h) and redesignating the existing
subsection (h) as subsection (i) and amending such subsection as follows:
"(g) the Debt of Inland Refining evidenced by the Production/Refining
Credit Agreement, provided that the principal amount of such Debt thereof
(including without limitation advances and the face amount of letters of
credit) shall not exceed $20,000,000 at any time outstanding.
(h) guaranties by Parent, in form and substance acceptable to
Required Lenders in their sole discretion, of obligations of Inland
Refining under agreements for the purchase of refinery feed stocks in the
ordinary course of business; provided, however, that each such guaranty
shall specify a maximum aggregate liability for Parent under such guaranty,
and the maximum aggregate amount of such specified maximum liability of
Parent under all such guaranties shall not exceed $6,000,000 at any one
time.
(i) miscellaneous items of Restricted Debt not described in
subsections (a) through (h) which do not in the aggregate (taking into
account all such Restricted Debt of
- 5 -
all Related Persons) exceed $150,000 at any one time outstanding."
(b) Section C.19 of Annex C to the Credit Agreement is hereby amended by
deleting subsections (d), (e) and (f) and replacing subsection (d) with the
following:
"(d) Liens securing the Restricted Debt permitted by Section C.18 (d),
(e) or (i) of this Annex C."
(c) Section C.21 of Annex C to the Credit Agreement is hereby amended to
read in its entirety as follows:
"Section C.21. LIMITATION ON DIVIDENDS AND REDEMPTIONS. No Related
Person will make any Distribution in respect of any class of its capital
stock or any partnership or other interest in it, nor will any Related
Person directly or indirectly make any Distribution in respect of any
shares of the capital stock of or partnership interests in any Related
Person (whether such interests are now or hereafter issued, outstanding or
created), or cause or permit any reduction or retirement of the capital
stock of any Related Person, except that (a) Parent may at any time make
Distributions in the form of Parents' common stock to the holders of
Parent's Series C Convertible Preferred Stock, (b) Borrower may make a
Distribution to Parent in the amount of $9,250,000 to enable Parent to make
the capital contribution to Inland Refining described in Section C.23 of
this Annex C, (c) Inland Refining may at any time make payments to Borrower
pursuant to the Production/Refining Credit Agreement, and (d) Inland
Refining may make any other Distribution or loan either in favor of or for
the benefit of Borrower or Parent for the purpose of applying such
Distribution to Affiliates' ANCF, as contemplated by Section 3 of the
Intercreditor Agreement."
(d) Section C.23 of Annex C to the Credit Agreement is hereby amended by
adding the following subsection (g):
"and (g) the Production/Refining Loan."
(e) Section C.25 of Annex C to the Credit Agreement is hereby
amended by adding the following as subsections (viii) and (ix):
"(viii) the Production/Refining Loan, and (ix) the Parent guaranties set
forth in Section C.18(h)."
- 6 -
(f) Section C.36 of Annex C to the Credit Agreement is hereby amended by
deleting the introductory language and subsection (a) and replacing them with
the following:
"With respect to Inland Refining, neither Parent nor Borrower shall
(a) either directly or indirectly, provide any additional funds to Inland
Refining, either through an equity investment, loan, loan guarantee or any
other means, except for (i) the $9,250,000 capital contribution permitted
pursuant to Section C.23(c), (ii) the Production/Refining Credit Agreement
permitted pursuant to Section C.23(g) and (iii) the Parent guaranties
permitted pursuant to Section C.23(h),".
(g) Section C.38 of Annex C to the Credit Agreement is hereby
amended by deleting it in its entirety and replacing it with the
following:
"Section C.38 PRODUCTION/REFINING LOAN AND REFINING LOAN. Upon the
termination of the Refining Credit Agreement, the provisions of Sections
C.18 and C.19 permitting the Refining Loan and the Liens securing the
Refining Loan shall no longer apply. At any time and from time to time
after the termination of the Refining Credit Agreement, notwithstanding
anything to the contrary contained in this Annex C, including without
limitation Section C.23 or C.25, Borrower shall be permitted to make loans
or advances to Inland Refining and may cause letters of credit to be issued
for the benefit of Inland Refining pursuant to the Bank Agreement, in each
case under the Production/Refining Credit Agreement, provided that the
aggregate principal amount of all loans to Inland Refining plus the
aggregate amount of such letters of credit issued to or for the account of
Inland Refining, plus any amounts that have been advanced pursuant to any
such letter of credit which have not been reimbursed by Inland Refining to
Borrower, shall not exceed $20,000,000 in the aggregate at any one time
outstanding."
ARTICLE IIC
AMENDMENTS TO SECURITY DOCUMENTS
Section 2A.1. PLEDGE AGREEMENT. Section 2.2 of the Pledge
Agreement is hereby amended in its entirety to read as follows:
"Section 2.2 OBLIGATIONS SECURED. The security interest created
hereby in the Collateral constitutes continuing collateral security for all
of the following obligations, indebtedness and liabilities, whether now
existing or hereafter incurred:
- 7 -
(a) CREDIT AGREEMENT INDEBTEDNESS. The payment, as and when due and
payable, of all amounts from time to time owing by Debtor or Borrower
under or in respect of the Credit Agreement, the Notes or any of the
other Obligation Documents.
(b) RENEWALS. All renewals, extensions, amendments, modifications,
supplements, or restatements of or substitutions for any of the
foregoing.
(c) PERFORMANCE. The due performance and observance of all other
obligations of Debtor or Borrower from time to time existing under or
in respect of any of the Obligation Documents.
(d) GUARANTY. The payment by Debtor, as and when due and payable, of
all amounts from time to time owing by it under or in respect of the
Guaranty.
As used herein, the term "SECURED OBLIGATIONS" refers to all
present and future indebtedness, obligations, and liabilities of
whatever type which are described above in this section, including any
interest which accrues after the commencement of any case, proceeding,
or other action relating to the bankruptcy, insolvency, or
reorganization of the Debtor. Debtor hereby acknowledges that the
Secured Obligations are owed to the Noteholder and that Noteholder is
entitled to the benefits of the Liens given under this Agreement."
ARTICLE III.
CONDITIONS OF EFFECTIVENESS
Section 3.1. EFFECTIVE DATE. This Amendment shall become effective
as of the date first above written when and only when (i) Noteholder
shall have received, at Agent's office, a counterpart of this Amendment
executed and delivered by Borrower and Parent and (ii) Agent shall have
additionally received all of the following documents, each document
(unless otherwise indicated) being dated the date of receipt thereof by
Agent, duly authorized, executed and delivered, and in form and
substance satisfactory to Agent:
(a) OPINION OF COUNSEL FOR RELATED PERSONS. A written opinion of
Glast, Xxxxxxxx, Xxxxxx P.C., counsel for Related Persons, dated as of the
date of this Amendment, addressed to Agent, to the effect that this
Amendment has been duly authorized, executed and delivered by each Related
Person to
- 8 -
the extent each is a party thereto and that the Credit Agreement and
this Amendment constitute the legal, valid and binding obligations of
each Related Person to the extent each is a party thereto, enforceable
in accordance with their terms (subject, as to enforcement of remedies,
to applicable bankruptcy, reorganization, insolvency and similar laws
and to general principles of equity), and such other matters as may be
requested.
(b) OFFICER'S CERTIFICATE. A certificate of a duly authorized
officer of Borrower to the effect that all of the representations and
warranties set forth in Article IV hereof are true and correct at and as of
the time of such effectiveness.
(c) SUPPORTING DOCUMENTS. (i) A certificate of the Secretary of each
Related Person dated the date of this Amendment certifying that attached
thereto is a true and complete copy of resolutions adopted by the Board of
Directors of such Related Person authorizing the execution, delivery and
performance of this Amendment to the extent that each Related Person is a
party thereto and certifying the names and true signatures of the officers
of such Related Person authorized to sign this Amendment and (ii) such
supporting documents as Agent may reasonably request.
(d) THIRD AMENDMENT TO BANK CREDIT AGREEMENT. Evidence acceptable to
Agent in its sole discretion that all of the conditions of effectiveness to
certain portions of the Third Amendment to the Bank Credit Agreement as set
forth in Section 3.1 thereof have been satisfied.
Section 3.2. CONDITIONS REGARDING PARIBAS FACILITY REPAYMENT DATE. The
Paribas Facility Repayment Date shall occur and the amendments set forth in
Article IIB shall be effective only when Agent shall have received all of the
following documents, each document (unless otherwise indicated) being dated
the date of receipt thereof by Agent, duly authorized, executed and
delivered, and in form and substance satisfactory to Agent:
(a) OPINION OF COUNSEL FOR RELATED PERSONS. A written opinion of
Glast, Xxxxxxxx & Xxxxxx P.C., counsel for Related Persons, dated as of the
Paribas Facility Repayment Date, addressed to Agent, to the effect that the
Amendment Documents have been duly authorized, executed and delivered by
each Related Person to the extent each is a party thereto and that the
Credit Agreement and the Amendment Documents constitute the legal, valid
and binding obligations of each Related Person to the extent each is a
party thereto, enforceable in accordance with their terms (subject, as to
- 9 -
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency and similar laws and to general principles of equity), and such
other matters as may be requested.
(b) OFFICER'S CERTIFICATE. A certificate of a duly authorized
officer of Borrower to the effect that all of the representations and
warranties set forth in Article IV hereof are true and correct at and as of
the occurrence of such Paribas Facility Repayment Date.
(c) SUPPORTING DOCUMENTS. (i) A certificate of the Secretary of each
Related Person dated as of the Paribas Facility Repayment Date certifying
that attached thereto is a true and complete copy of resolutions adopted by
the Board of Directors of such Related Person authorizing the execution,
delivery and performance of the documents described in paragraph (d) of
this SECTION 3.2 to the extent that each Related Person is a party thereto
and certifying the names and true signatures of the officers of such
Related Person authorized to sign the such documents and (ii) such
supporting documents as Agent may reasonably request.
(d) REFINING SECURITY DOCUMENTS. (i) the Refining Security Agreement,
(ii) the Refining Security Agreement Financing Statements, (iii) the
Refining Deed of Trust, (iv) UCC searches naming Inland Refining as debtor
certified by the Secretary of State of each state in which Collateral (as
defined in the Refining Security Agreement) is located, (v) the
Production/Refining Credit Agreement, (vi) the Refining Title Policy, (vii)
an amendment to the Pledge Agreement granting a second priority security
interest to Collateral Agent in the stock of Inland Refining and in all
other securities owned from time to time by Parent, (viii) evidence
acceptable to Agent in its sole discretion that (A) the Refining Loan has
been paid in full and the credit agreement governing the Refining Loans has
been terminated and (B) all Liens securing the Refining Loan have been
terminated and released or, if requested by Agent, assigned to Collateral
Agent for the benefit of Noteholder, and (ix) such other documents as may
be requested by Agent in connection with the foregoing.
(e) THIRD AMENDMENT TO BANK CREDIT AGREEMENT. Evidence acceptable to
Agent in its sole discretion that all of the conditions of effectiveness to
certain portions of the Third Amendment to the Bank Credit Agreement as set
forth in Section 3.2 thereof have been satisfied.
- 10 -
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1 REPRESENTATIONS AND WARRANTIES OF BORROWER AND PARENT. In
order to induce Noteholder to enter into this Amendment, Borrower and Parent
each represent and warrant to Noteholder that:
(a) The representations and warranties contained in Section 4.1 of
the Credit Agreement are true and correct at and as of the time of the
effectiveness hereof.
(b) Borrower and Parent are each duly authorized to execute and
deliver this Amendment, and Borrower is and will continue to be duly
authorized to borrow and to perform its obligations under the Credit
Agreement. Borrower and Parent have each duly taken all action necessary
to authorize the execution and delivery of this Amendment and to authorize
the performance of the obligations of Borrower and Parent hereunder.
(c) The execution and delivery by Borrower and Parent of this
Amendment, the performance by Borrower and Parent of their respective
obligations hereunder and the consummation of the transactions contemplated
hereby do not and will not conflict with any provision of law, statute,
role or regulation or of the organizational documents of either Borrower or
Parent, or of any material agreement, judgment, license, order or permit
applicable to or binding upon Borrower or Parent, or result in the creation
of any lien, charge or encumbrance upon any assets or properties of
Borrower or Parent. Except for those which have been duly 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 Borrower and Parent of this Amendment or to consummate the
transactions contemplated hereby.
(d) When duly executed and delivered, each of this Amendment and the
Credit Agreement will be a legal and binding instrument and agreement of
Borrower and Parent, enforceable in accordance with its terms, except as
limited by bankruptcy, insolvency and similar laws applying to creditors'
rights generally and by principles of equity applying to creditors' rights
generally.
(e) The audited amended Consolidated financial statements of Parent
dated as of December 31, 1997 fairly present the Consolidated financial
position at such date and
- 11 -
the Consolidated statement of operations and the changes in the
Consolidated financial position for the period ending on such date for
Borrower. Copies of such financial statements have heretofore been
delivered to Noteholder. Since December 31, 1997, no material adverse
change has occurred in the Consolidated financial condition or businesses
of Parent.
(f) No Default or Event of Default exists on the date hereof.
ARTICLE V
RIGHT OF FIRST REFUSAL
Section 5.1 RIGHT OF FIRST REFUSAL. Noteholder and Parent hereby agree
that Noteholder or its designee or assignee shall have an ongoing right of
first refusal to purchase shares of the next issue or issues of preferred
stock issued by Parent the proceeds of which, in the aggregate, shall not be
less than $15,000,000 (the "PREFERRED SHARES"). Parent shall notify Agent in
writing (the "FIRST REFUSAL NOTICE") in the event Parent receives a bona fide
offer from a third party to purchase the Preferred Shares. For a period of
fifteen (15) days following Agent's receipt of the First Refusal Notice (the
"ELECTION PERIOD"), Agent shall have the right to inform Parent in writing
(the "ACCEPTABLE NOTICE") that Noteholder or its designee or assignee desires
to purchase the Preferred Shares on the same basic terms and conditions set
forth in the First Refusal Notice. In the event that Agent delivers an
Acceptance Notice prior to the termination of the Election Period, Parent
shall sell the Preferred Shares to Noteholder or its designee or assignee on
the same terms and conditions set forth in the First Refusal Notice on or
prior to the date which is forty-five (45) days after Parent's receipt of the
Approval Notice. If Agent fails to deliver written notice of Noteholder's or
its designee's or assignee's election to purchase the Preferred Shares prior
to the termination of the Election Period, Parent shall be entitled to sell
such Preferred Shares to such third party on or prior to the date which is
forty-five (45) days after the last day of the Election Period in accordance
with the terms and conditions set forth in the First Refusal Notice. If
Parent fails to consummate a sale with such third party within such
forty-five (45) day period, or in the event Parent desires to sell the
Preferred Shares to such third party on terms differing from those set forth
in the First Refusal Notice, the Preferred Shares shall again become subject
to the right of first refusal as set forth in this ARTICLE V. Noteholder and
Parent hereby agree that upon issuance by Parent of at least $15,000,000
- 12 -
of preferred stock or other equity securities or the consummation of farmout
transactions which in either case would satisfy all of Parent's obligations
under Section C.42 in accordance with the terms thereof, the right of first
refusal set forth in this SECTION 5.1 shall terminate and have no further
force or effect.
ARTICLE VI
MISCELLANEOUS
Section 6.1 RATIFICATION OF AGREEMENTS. The Credit Agreement as hereby
amended is hereby ratified and confirmed in all respects. The execution,
delivery and effectiveness of this Amendment shall not, except as expressly
provided herein or therein, operate as a waiver of any right, power or remedy
of Noteholder under the Credit Agreement or any other Loan Document nor
constitute a waiver of any provision of the Credit Agreement or any other
Loan Document.
Section 6.2 SURVIVAL OF AGREEMENTS. All representations, warranties,
covenants and agreements of Borrower and Parent herein shall survive the
execution and delivery of this Amendment and the performance hereof, and
shall further survive until all of the Obligations are paid in full. All
statements and agreements contained in any certificate or instrument
delivered by Borrower hereunder or under the Credit Agreement to Noteholder
shall be deemed to constitute representations and warranties by, or
agreements and covenants of, Borrower under this Amendment and under the
Credit Agreement.
Section 6.3 LOAN DOCUMENTS. This Amendment is a Loan Document, and
all provisions in the Credit Agreement pertaining to Loan Documents apply
hereto.
Section 6.4 GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of California and any
applicable laws of the United States of America in all respects, including
construction, validity and performance.
Section 6.5 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 AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT HE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES.
- 13 -
IN WITNESS WHEREOF, this Amendment is executed as of the date first
above written.
BORROWER: INLAND PRODUCTION COMPANY, a Texas
corporation
By:
------------------------------------
Xxxx X. Xxxxxxxxxx
Chief Financial Officer
PARENT: INLAND RESOURCES INC., a Washington
corporation
By:
------------------------------------
Xxxx X. Xxxxxxxxxx
Chief Financial Officer
NOTEHOLDER: TRUST COMPANY OF THE WEST, a
California trust company, as Sub-
Custodian for Mellon Bank for the
benefit of Account No. CPFF 873-3032
By:
------------------------------------
Xxxxxx X. Xxxxxxxx
Managing Director
By:
------------------------------------
Xxxx XxxXxxxx
Senior Vice President
-14-
AGENT: TCW ASSET MANAGEMENT COMPANY, a
California corporation, as
Investment Manager under that
certain Agreement dated as of June
12, 1994, between TCW Asset
Management Company and Xxxxxx
Xxxxxxx Group, Inc.
By:
------------------------------------
Xxxxxx X. Xxxxxxxx
Managing Director
By:
------------------------------------
Xxxx XxxXxxxx
Senior Vice President
COLLATERAL AGENT: TCW ASSET MANAGEMENT COMPANY, a
California corporation
By:
------------------------------------
Xxxxxx X. Xxxxxxxx
Managing Director
By:
------------------------------------
Xxxx XxxXxxxx
Senior Vice President
-15-
CONSENT AND AGREEMENT
Pursuant to the terms of the Intercreditor Agreement dated September 23,
1997, as amended, among Borrower, Parent, the Agent Noteholder, the
Noteholder, the Banks, and the undersigned Agent Bank, the undersigned hereby
consents to the foregoing Second Amendment to Credit Agreement:
AGENT BANK: ING (U.S.) CAPITAL CORPORATION, in
its capacity as Agent
By:
------------------------------------
Xxxxxxxxxxx X. Xxxxxx
Vice President
-16-
CONSENT AND AGREEMENT
Each of Parent and Inland Refining hereby consents to the
provisions of this Amendment and the transactions contemplated herein and
hereby ratifies and confirms its respective Guaranty dated as of September
23, 1997, made by each of them for the benefit of Noteholder, Agent and
Collateral Agent, and agrees that each of its obligations and covenants
thereunder are unimpaired hereby and shall remain in full force and effect.
INLAND RESOURCES INC.
By:
------------------------------------
Xxxx X. Xxxxxxxxxx
Chief Financial Officer
INLAND REFINING, INC.
By:
------------------------------------
Xxxx Xxxx
President
Schedule 4
Scheduled Bank Payments
-18-
