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Exhibit 10.1
THIRD AMENDMENT, dated as of June 25, 1999 (this "Amendment"), to the
Credit Agreement, dated as of April 17, 1998 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among Xxx Xxxxx,
Inc., a Delaware corporation (the "Borrower"), the several banks and other
financial institutions from time to time parties thereto (the "Lenders") and
The Chase Manhattan Bank, a New York banking corporation, as administrative
agent for the Lenders thereunder (in such capacity, the "Agent").
WITNESSETH:
WHEREAS, the Borrower, the Lenders and the Agent are parties to the
Credit Agreement; and
WHEREAS, the Borrower has requested that the Lenders agree to amend
certain provisions of the Credit Agreement, and, upon this Amendment becoming
effective, the Lenders have agreed to such amendment upon the terms and subject
to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrower, the Agent and the Lenders hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Credit Agreement.
2. Amendment to Subsection 6.4(b). Subsection 6.4(b) of the Credit
Agreement is hereby amended by deleting the number "5,000,000" and substituting
in lieu thereof "15,000,000".
3. Amendment to Subsection 6.8. (a) Subsection 6.8(d) of the Credit
Agreement is hereby amended by deleting the word "and" at the end such
subsection.
(b) Subsection 6.8(e) of the Credit Agreement is hereby amended by
deleting the period at the end of such subsection and substituting in lieu
thereof "and".
(c) Subsection 6.8 of the Credit Agreement is hereby amended by
adding the following new paragraph (f) to the end of such subsection:
(f) the purchase by the Borrower of oil and gas assets of Union Oil
Company of California ("Unocal") for 5,800,000 shares of common stock
of the Borrower and $5,000,000 cash, the capital contribution by the
Borrower to Borrower's wholly-owned subsidiary, TBI Pipeline Company
("New Subsidiary"), of the Aneth oil pipeline located in the state of
Utah in connection with Unocal asset acquisition and investments by the
Borrower in New Subsidiary not exceeding $200,000 on an annual basis.
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4. Effectiveness. This Amendment shall become effective on the date
(the "Amendment Effective Date") that Agent shall have received this Amendment
executed and delivered by the Borrower and the Required Lenders, and
acknowledged and consented to by each Subsidiary Guarantor.
5. Representations and Warranties. After giving effect to this
Amendment , on the Amendment Effective Date, the Borrower hereby confirms,
reaffirms and restates the representations and warranties set forth in Section
3 of the Credit Agreement.
6. Miscellaneous. (a) Except as otherwise expressly modified by this
Amendment, the Credit Agreement is and shall continue to be in full force and
effect in accordance with its terms.
(b) The Borrower shall pay the reasonable fees and disbursements of
counsel to the Agent incurred in connection with this Amendment.
(c) This Amendment may be executed by the parties hereto on one or
more counterparts, and all of such counterparts shall be deemed to constitute
one and the same instrument. This Amendment may be delivered by facsimile
transmission of the relevant signature pages hereof.
(d) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers on the date first
above written.
XXX XXXXX, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
THE CHASE MANHATTAN BANK,
as Agent and as a Lender
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Vice President
NATIONSBANK, N.A., as successor in merger
with NationsBank of Texas, N.A.,
as Co-Agent and as a Lender
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Managing Director
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
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The undersigned do hereby acknowledge
and consent to the terms and conditions
of the foregoing Amendment.
TBI WEST VIRGINIA INC.
By: /s/ XXXXX X. XXXXXX
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Title: Xxxxx X. XxXxxx
