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EXHIBIT 10.29
FIFTH AMENDMENT TO RESTATED LOAN AGREEMENT
THIS FIFTH AMENDMENT TO RESTATED LOAN AGREEMENT (hereinafter referred to
as the "Amendment") executed as of the 1st day of August, 2001, 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" or "Lender").
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 $25,000,000;
WHEREAS, Borrower, Guarantor, Banks and Agent entered into a First
Amendment to Restated Loan Agreement dated October 31, 1996 and a Second
Amendment to Restated Loan Agreement dated March 7, 1997 and a Third Amendment
to Restated Loan Agreement dated May 12, 1997 and a Fourth Amendment to
Restated Loan Agreement dated August 21, 1997; and
WHEREAS, the Borrower has requested that, subject to the terms and
conditions set forth below, (i) the Lender extend the Revolving Maturity Date
to December 31, 2001 and (ii) the Lender consent to waiver of compliance with
Minimum Interest Coverage Ratio by the Borrower through the 4th Quarter of
2001, which compliance is required under Subsection 13(d) of the First
Amendment to Restated Loan Agreement dated October 31, 1996.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrower and the Lender hereby
agree as follows:
1. Definitions.
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.
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The Loan Agreement is hereby amended as follows:
The definition of "Revolving Maturity Date" contained in Section 1 shall be
amended by deleting therefrom the date "August 29, 2000" and in lieu thereof
inserting the date "December 31, 2001."
3. Waiver.
The Lender hereby waives non-compliance with Minimum Interest Coverage
Ratio by the Borrower through the 4th Quarter of 2001.
4. 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.
5. Modification.
No provisions of this Amendment may be waived, amended or modified except
by a writing signed by the affected party.
6. Continued Effectiveness of the Loan Agreement; No Default or Event of
Default.
Except as expressly amended 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 Amendment. On the date hereof, no Default
or Event of Default has occurred and is continuing under the Loan Agreement.
7. 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 August 29, 2000.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first written above.
ARNOS CORP.
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
NATIONAL ENERGY GROUP, INC.
By: /s/ XXX X. XXXXXXXXX
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Name: Xxx X. Xxxxxxxxx
Title: CEO-Pres.
[Signature Page to Fifth Amendment To Restated Loan Agreement]