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EXHIBIT 4(c)
SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Second Amendment") is made
and entered into as of the 29th day of December, 1995, by and among SERVICE
TRANSPORT COMPANY, a Texas corporation ("Service Transport Company"), XXXXX
RESOURCES EXPLORATION CORPORATION, a Delaware corporation ("Exploration"), ADA
CRUDE OIL COMPANY, a Texas corporation ("Ada Crude Oil"), XXXXXXX MINING
CORPORATION, a Kentucky corporation ("Xxxxxxx Mining"), ADA RESOURCES, INC., a
Texas corporation ("Ada Resources"), CJC LEASING, INC., a Kentucky corporation
("CJC"), CLASSIC COAL CORPORATION, a Delaware corporation ("Classic Coal") ,
ADA MINING CORPORATION, a Texas corporation ("Ada Mining") and BAYOU CITY BARGE
LINES, INC., a Texas corporation ("Bayou City"), each with offices and place of
business at 0000 Xxxxxx, Xxxxxxx, Xxxxx 00000 (Service Transport Company,
Exploration, Ada Crude Oil, Xxxxxxx Mining, Ada Resources, CJC, Classic Coal,
Ada Mining and Bayou City are hereinafter individually called a "Borrower" and
collectively called the "Borrowers"), and NATIONSBANK OF TEXAS, N.A., a
national banking association (the "Lender").
WHEREAS, the Borrowers and the Lender entered into that certain Loan
Agreement dated October 27, 1993, which Loan Agreement was amended by that
certain First Amendment to Loan Agreement dated October 27, 1994 among the
Borrowers and the Lender (as amended, the "Loan Agreement");
WHEREAS, the Borrowers and the Lender desire to amend certain terms and
provisions of the Loan Agreement, as set forth herein.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants and
agreements contained herein, the parties hereto agree as follows:
1. The first sentence of Section 1.3(a) of the Loan Agreement is deleted in
its entirety, and the following is substituted in its place:
The Lender, during the period from the date of the Second Amendment
through October 27, 1997, subject to the terms and conditions of this
Agreement, agrees (i) to make loans to the Borrowers pursuant to a
revolving credit and term loan facility up to but not in excess of the
lesser of $10,000,000.00 or the amount of the Tranche A Borrowing Base and
(ii) to make additional loans to the Borrowers pursuant to a revolving
credit and term loan facility up to but not in excess of the lesser of
$5,000,000.00 or the amount of the Tranche B Borrowing Base.
2. The fourth and fifth sentences of Section 1.3(b) of the Loan Agreement
are deleted in their entirety, and the following is substituted in their place:
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Commencing October 31, 1997, a principal payment shall be made on each Note
on the last day of each October, January, April and July in an amount equal
to one-twelfth (1/12th) of the principal amount outstanding under such Note
at the close of Lender's business on October 27, 1997. All unpaid principal
and accrued and unpaid interest on the Notes shall be due and payable on or
before October 27, 2000.
3. The closing of the transactions contemplated by this Second Amendment is
subject to the satisfaction of the following conditions:
(a) All legal matters incident to the transactions herein contemplated
shall be satisfactory to Gardere Xxxxx Xxxxxx & Xxxxx, L.L.P., counsel to
the Lender;
(b) The Lender shall have received fully executed copies of this
Second Amendment; and
(c) The Lender shall have received an executed copy of resolutions of
the Board of Directors of each of the Borrowers and the Guarantor, in form
and substance satisfactory to the Lender, authorizing the execution,
delivery and performance of this Second Amendment and all documents,
instruments and certificates referred to herein.
4. Each of the Borrowers hereby reaffirms each of its representations,
warranties, covenants and agreements set forth in the Loan Agreement with the
same force and effect as if each were separately stated herein and made as of
the date hereof. Except as amended hereby, the Loan Agreement shall remain
unchanged, and the terms, conditions and covenants of the Loan Agreement shall
continue and be binding upon the parties hereto.
5. Each of the Borrowers hereby agrees that its liability under any and
all documents and instruments executed by it as security for the Indebtedness
(including, without limitation, the Mortgages, the Security Agreements, the
Collateral Assignment and the Pledges) shall not be reduced, altered, limited,
lessened or in any way affected by the execution and delivery of this Second
Amendment or any of the instruments or documents referred to herein, except as
specifically set forth herein or therein, that all of such documents and
instruments are hereby renewed, extended, ratified, confirmed and carried
forward by the Borrowers in all respects, that all of such documents and
instruments shall remain in full force and effect and are and shall remain
enforceable against the Borrowers in accordance with their terms and that all of
such documents and instruments shall cover all indebtedness of the Borrowers to
the Lender described in the Loan Agreement as amended hereby.
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6. Each of the terms defined in the Loan Agreement is used in this Second
Amendment with the same meaning, except as otherwise indicated in this Second
Amendment. Each of the terms defined in this Second Amendment is used in the
Loan Agreement with the same meaning, except as otherwise indicated in the Loan
Agreement.
7. THIS SECOND AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER, SUBJECT
TO, AND SHALL BE CONSTRUED FOR ALL PURPOSES IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS.
8. THE LOAN AGREEMENT, AS AMENDED, 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.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
executed by their duly authorized officers as of the day and year first above
written.
SERVICE TRANSPORT COMPANY
By: /s/ R. B. ABSHZAS
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Name: R. B. Abshzas
Title: Treasurer
XXXXX RESOURCES EXPLORATION
CORPORATION
By: /s/ R. B. ABSHZAS
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Name: R. B. Abshzas
Title: Treasurer
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ADA CRUDE OIL COMPANY
By: /s/
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Name: R.B. Abshzas
Title: Treasurer
XXXXXXX MINING CORPORATION
By: /s/
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Name: R.B. Abshzas
Title: Treasurer
ADA RESOURCES, INC.
By: /s/
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Name: R.B. Abshzas
Title: Treasurer
CJC LEASING, INC.
By: /s/
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Name: R.B. Abshzas
Title: Treasurer
CLASSIC COAL CORPORATION
By: /s/
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Name: R.B. Abshzas
Title: Treasurer
ADA MINING CORPORATION
By: /s/
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Name: R.B. Abshzas
Title: Treasurer
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BAYOU CITY BARGE LINES, INC.
By: /s/
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Name: R.B. Abshzas
Title: Treasurer
NATIONSBANK OF TEXAS, N.A.
By: /s/
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Name: Xxxxx X. Xxxxxx
Title: Vice President
Guarantor joins in the execution of this Second Amendment to evidence that
it hereby agrees and consents to all of the matters contained in this Second
Amendment and further agrees that (i) its liability under that certain Guaranty
Agreement dated October 27, 1993, executed by Guarantor for the benefit of the
Lender (the "Guaranty") shall not be reduced, altered, limited, lessened or in
any way affected by the execution and delivery of this Second Amendment or any
of the instruments or documents referred to herein by the parties hereto, except
as specifically set forth herein or therein, (ii) the Guaranty is hereby
renewed, extended, ratified, confirmed and carried forward in all respects,
(iii) the Guaranty is and shall remain in full force and effect and is and shall
remain enforceable against Guarantor in accordance with its terms and (iv) the
Guaranty shall cover all indebtedness of the Borrowers to the Lender described
in the Loan Agreement as amended hereby.
XXXXX RESOURCES & ENERGY, INC.
By: /s/
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Name:
Title:
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