FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
is effective as of May 15, 1996, among GIANT INDUSTRIES, INC.
(the "Company"), the undersigned corporations signing as
guarantors (the "Guarantors"), BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent (the "Agent"), BANK OF AMERICA
ILLINOIS, as issuing Bank and as a Bank, NBD BANK, as a Bank and
UNION BANK, as a Bank. Capitalized terms which are used herein
without definition and which are defined in the Credit Agreement
referred to below shall have the meanings ascribed to them in the
Credit Agreement.
WHEREAS, the Company, the Agent and the Banks are parties to
a certain Credit Agreement dated as of October 4, 1995 (as the
same may be further amended, modified or supplemented and in
effect from time to time, the "CREDIT AGREEMENT"); and
WHEREAS, the Company has requested that the Agent and the
Banks agree to amend the Credit Agreement as herein provided; and
subject to the terms hereof the Agent and the Banks are willing
to agree to the Company's requested modification;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agrees as follows:
SECTION 1. AMENDMENT TO THE CREDIT AGREEMENT. Subsection
8.09(c) of the Credit Agreement is hereby amended by deleting
"July 31, 1995" and inserting "May 15, 1996" in lieu thereof.
SECTION 2. REPRESENTATIONS AND WARRANTIES. The Company and
each Guarantor represents and warrants to the Agent and to each
of the Banks that:
(a) The execution and delivery of this Amendment by
the Company and each Guarantor has been duly authorized by
all necessary corporate action.
(b) The representations and warranties set forth in
ARTICLE VI of the Credit Agreement are true and correct in
all material respects before and after giving effect to this
Amendment with the same effect as if made on the date
hereof, except to the extent such representations and
warranties expressly related to an earlier date, in which
case they were true and correct in all material respects on
and as of such earlier date.
(c) As of the date hereof, at the time of and
immediately after giving effect to this Amendment, no
Default or Event of Default has occurred and is continuing.
SECTION 3. EFFECTIVE DATE. This Amendment shall be
effective on the date (the "Effective Date") of delivery to the
Agent of this Amendment, signed by the Company, the Guarantors
who are named as parties hereto, the Agent, and each of the
Banks.
SECTION 4. EFFECT OF AMENDMENT. This Amendment (i) except
as expressly provided herein, shall not be deemed to be a consent
to the modification or waiver of any other term or condition of
the Credit Agreement or of any of the instruments or agreements
referred to therein and (ii) shall not prejudice any right or
rights which the Agent or the Banks may now have under or in
connection with the Credit Agreement, as amended by this
Amendment. Except as otherwise expressly provided by this
Amendment, all of the terms, conditions and provisions of the
Credit Agreement shall remain the same. It is agreed by each of
the parties hereto that the Credit Agreement, as amended hereby,
shall continue in full force and effect.
SECTION 5. GUARANTIES. Each of the Guarantors hereby
consents to and accepts the terms and conditions of this
Amendment, agrees to be bound by the terms and conditions hereof,
and ratifies and confirms that the Guaranty Agreement executed
and delivered by it in connection with the Credit Agreement is
and remains in full force and effect.
SECTION 6. MISCELLANEOUS. This Amendment shall be
construed in accordance with and governed by the laws of the
State of Texas. The captions in this Amendment are for
convenience of reference only and shall not define or limit the
provisions hereof. This Amendment may be executed in separate
counterparts, each of which when so executed and delivered shall
be an original, but all of which together shall constitute one
instrument.
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NO ORAL AGREEMENTS. THE CREDIT AGREEMENT (AS AMENDED BY
THIS AMENDMENT) AND THE OTHER LOAN DOCUMENTS REPRESENT 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 hereto have caused this
Amendment to be duly executed and delivered by their proper and
duly authorized officers as of the date and year first above
written.
GIANT INDUSTRIES, INC.,
as Company
By: /s/ A. Wayne Davenport
____________________________________
Name: A. Wayne Davenport
Title: VP & CFO
GIANT INDUSTRIES ARIZONA, INC. GIANT
EXPLORATION & PRODUCTION COMPANY
GIANT FOUR CORNERS, INC.
SAN JUAN REFINING COMPANY
CINIZIA PRODUCTION COMPANY,
as Guarantors
By: /s/ A. Wayne Davenport
____________________________________
Name: A. Wayne Davenport
in each case, as Vice President
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, As Agent
By: /s/ J. Stephen Mernick
____________________________________
J. Stephen Mernick
Senior Vice President
BANK OF AMERICA ILLINOIS, as a Bank
and as Issuing Bank
By: /s/ J. Stephen Mernick
____________________________________
J. Stephen Mernick
Senior Vice President
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NBD BANK, N.A.
By:____________________________________
Name:
Title:
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UNION BANK OF CALIFORNIA, N.A.
By:____________________________________
Name:
Title: