EXHIBIT 10.6(d)
SECOND AMENDMENT TO CREDIT AGREEMENT
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This SECOND AMENDMENT TO CREDIT AGREEMENT is entered into as of
February 1, 2000, by INDIAN OIL COMPANY ("Borrower"), CIBOLA CORPORATION
("Guarantor"), XXXXXXX X. XXXXXXX, XXXXX X XXXXXXX, XXXXXXX X. BLACK, XXXXXXX
FAMILY LIMITED PARTNERSHIP, and XXXXXXX X. BLACK, TRUSTEE OF THE XXXXXXX X.
BLACK REVOCABLE TRUST ("Pledgors"), and MIDFIRST BANK ("Lender"), with respect
to the following:
A. Borrower, Guarantor, Pledgors and Lender entered into a Credit
Agreement on March 31, 1999, as amended by First Amendment to Credit Agreement
dated as of May ___, 1999 (the "Agreement") with respect to a certain extension
of credit by Lender to Borrower in the form of a Term Loan in the principal
amount of $6,000,000 due on March 1, 2000.
B. Borrower, Guarantor and Pledgors have requested that the Loan
amount be increased in an amount sufficient to capitalize accrued and unpaid
interest on the Loan (in the maximum additional amount of $425,000), and that
the Maturity Date of the Loan be extended until March 1, 2001, and have agreed
to make a principal and interest payment on July 1, 2000 and to pay interest
quarterly as it accrues thereafter, and Lender has agreed to such increase and
extension, subject to the terms and conditions contained herein, and the parties
desire to amend the Agreement to set forth their agreements.
NOW THEREFORE, in consideration of the recitals and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
1. Definitions of Terms. The definitions of terms contained in the
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Agreement and not otherwise defined herein shall define the terms used in this
Amendment, except as follows:
"Maturity Date" means March 1, 2001.
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2. Interest; Payments of Principal and Interest. Section 2.2 of the
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Agreement is amended to read as follows:
"The Loan (exclusive of any past due principal or
interest) shall bear interest on each day at the
Base Rate in effect on such date. All past due
principal and interest on the Loan shall bear
interest on each day outstanding at the Late
Payment Rate in effect on such day, and such
interest shall be due and payable immediately as
it accrues. The following payments shall be made
on July 1, 2000:
(a) a principal payment in an amount
sufficient to reduce the outstanding
principal balance of the Loan to $6,000,000;
and
(b) all accrued and unpaid interest.
Thereafter, accrued interest on the Loan shall be
payable quarterly, with the first payment to be
made on September 30, 2000 and thereafter on the
last day of each quarter until the Maturity Date,
at which time all remaining accrued but unpaid
interest and all principal shall be due and
payable."
3. Events of Default. Section 7.1(a) of the Agreement is amended to
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read as follows:
"(a) Borrower shall fail to pay within ten (10)
days of any due date the Obligations, or any part
thereof, including, without limitation, any
principal of, or interest on, the Note, any Fee,
any Expenses or other payment under the Loan
Documents; or"
4. Conditions to Effectiveness. The effectiveness of this Amendment
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is subject to receipt by Lender of the following, each in form and substance
satisfactory to Lender:
(a) this Amendment executed by Borrower, Guarantor and Pledgors.
(b) the Promissory Note in the form of Exhibit 2.1 executed by
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Borrower.
(c) documentation executed by Bank One, Oklahoma, N.A.
consenting to the amendments contained herein, and extending the maturity of the
Other Loan until January 15, 2001.
(d) An amendment to the Intercreditor Agreement with respect to
the Production Payment executed by the parties thereto, together with evidence
that the Coral Agreement is in full force and effect and there are no defaults
or events of default thereunder.
(e) a certificate of the president and of the secretary or an
assistant secretary of Borrower and Guarantor, certifying, inter alia (i) true
and complete copies of the resolutions adopted by the board of directors of
Borrower and Guarantor authorizing the execution, delivery and performance by
Borrower and Guarantor of this Amendment and (ii) the incumbency and specimen
signatures of the officers of Borrower and Guarantor executing this Amendment on
their behalf.
(f) the payment to Lender of all reasonable fees and expenses
(including the reasonable fees and disbursements of McAfee & Xxxx) incurred in
connection with this Amendment.
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5. Substitution of Exhibit. Exhibit 2.1 attached hereto shall be
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substituted for Exhibit 2.1 attached to the original Credit Agreement.
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6. Increase in Loan. The Guaranty, the Pledgor Guaranty, the
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Account Pledge Agreement, the Individual Pledge Agreement and each other Loan
Document is hereby amended to reflect a Loan in the increased principal amount
set forth in the Note, each of which Loan Documents shall cover such principal
amount, which is hereby incorporated therein, and each of the Loan Documents, as
amended, is hereby ratified and confirmed in all respects.
7. Representations True; No Default. Borrower, Guarantor and
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Pledgors represent and warrant that:
(a) this Amendment has been duly authorized, executed and
delivered on behalf of each of them and the Agreement, as amended hereby,
constitutes a valid and legally binding agreement of Borrower, Guarantor and
Pledgors enforceable in accordance with its terms, except as enforceability
thereof may be limited by bankruptcy, insolvency reorganization or moratorium or
other similar laws relating to creditors' rights and by general equitable
principles which may limit the right to obtain equitable remedies (regardless of
whether such enforceability is considered in a proceeding, in equity or at law);
(b) the representations and warranties of Borrower, Guarantor
and Pledgors contained in the Agreement are true and correct in all material
respects on and as of the date hereof as though made on and as of the date
hereof, except to the extent such representations and warranties relate solely
to an earlier date; and
(c) after giving effect to this Amendment, no Default or Event
of Default under the Agreement has occurred and is continuing.
8. Expenses. Borrower shall pay to Lender all reasonable expenses
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in connection with preparation of this Amendment, including reasonable fees and
expenses of counsel to Lender.
9. Continuation; Ratification. Except as amended by this Amendment,
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the Agreement and the Loan Documents, including each Guaranty, shall continue in
full force and effect and are ratified and confirmed in all respects. Any
reference to the Credit Agreement in any Loan Document shall be deemed a
reference to the Agreement, as amended.
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IN WITNESS WHEREOF, the parties have caused this Second Amendment to
Credit Agreement to be duly executed as of the date first set forth above.
INDIAN OIL COMPANY, an Oklahoma corporation
By__________________________________________
_______________________________, President
Notice Address:
0000 Xxxxx Xxxxxxxx
Xxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
("Borrower")
CIBOLA CORPORATION, a Wyoming corporation
By__________________________________________
Xxxxxxx X. Black, President
Notice Address:
0000 00xx Xxxxxx, Xxxxx 000
Xxxx, Xxxxxxx 00000
("Guarantor")
____________________________________________
Xxxxxxx X. Xxxxxxx
____________________________________________
Xxxxx X. Xxxxxxx
____________________________________________
Xxxxxxx X. Black
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XXXXXXX FAMILY LIMITED PARTNERSHIP,
an Oklahoma limited partnership
By Xxxxxxx Management L.L.C., an
Oklahoma limited liability company,
General Partner
By_________________________________
Xxxxxxx X. Xxxxxxx, Manager
____________________________________________
XXXXXXX X. BLACK, Trustee of the Xxxxxxx X.
Black Revocable Trust
("Pledgors")
MIDFIRST BANK
By__________________________________________
W. Xxxxxx Xxxxxxx, Vice President
Notice Address:
000 Xxxx X-00 Xxxxxxx Xxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
("Lender")
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EXHIBIT 2.1
RENEWAL PROMISSORY NOTE
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$____________________ Oklahoma City, Oklahoma
February ____, 2000
FOR VALUE RECEIVED, the undersigned, INDIAN OIL COMPANY, an Oklahoma
corporation ("Borrower"), promises to pay to the order of MIDFIRST BANK
("Lender"), the principal sum of ________________________________________ AND
NO/100 DOLLARS ($______________), together with interest on the unpaid principal
balance thereof as hereinafter set forth, both principal and interest payable in
lawful money of the United States of America at the office of MidFirst Bank, at
000 Xxxx X-00 Xxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, or such other place
as from time to time may be designated in writing by Lender. Borrower promises
to pay interest on the unpaid principal balance of this Note until said
principal amount is paid in full, at the times and at the rate or rates
specified in the Credit Agreement (as hereafter defined). If not paid earlier
as herein required, all unpaid principal and accrued interest thereon shall be
due and payable on the Maturity Date.
This Note is the Note referred to in, and is subject to the terms and
provisions of, the Credit Agreement dated as of March 31, 1999, amended by First
Amendment to Credit Agreement dated as of May ___, 1999, amended by Second
Amendment to Credit Agreement dated as of the date hereof, among Borrower,
Cibola Corporation, as Guarantor and Lender (herein, as from time to time
supplemented, modified, amended or restated, called the "Credit Agreement").
The Credit Agreement, among other things, (i) provides for the making
of the Loan by Lender to Borrower, the indebtedness of Borrower to Lender being
evidenced by this Note, (ii) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified, (iii) provides for installments of
interest to be made hereunder and (iv) provides for collateral to secure payment
of this Note. Reference is hereby made to the Credit Agreement for a description
of the rights, limitations of rights, obligations and duties of the parties
hereto. All terms not expressly defined herein shall have the same definitions
as set forth in the Credit Agreement.
The makers, endorsers, sureties, guarantors, and all other persons who
may become liable for all or any part of this obligation severally waive demand,
presentment for payment, protest, notice of nonpayment and notice of intention
to accelerate the maturity hereof. Such parties consent to any extension of time
(whether one or more) of payment hereof, any renewal (whether one or more)
hereof, release of all or any part of the security for payment hereof and any
release of any party liable for payment of this obligation. Any such extension,
renewal or release may be made at any time and from time to time without notice
to any such party and without discharging such party's liability hereunder.
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If this Note is placed in the hands of an attorney for collection
after default, or if all or any part of the indebtedness represented hereby is
proved, established or collected in any court or in any bankruptcy,
receivership, debtor relief, probate or other court proceedings, Borrower and
all endorsers, sureties and guarantors of this Note jointly and severally agree
to pay reasonable attorneys' fees and collection costs to the holder hereof in
addition to the principal and interest payable hereunder.
This Note and the rights and duties of the parties hereto shall be
governed by the laws of the State of Oklahoma.
IN WITNESS WHEREOF, the undersigned has executed this instrument of
the day and year first above written.
INDIAN OIL COMPANY, an Oklahoma
corporation
By_____________________________________,
_____________________________President
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