EXHIBIT 4.20
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
This First Amendment to Note Purchase Agreement (this "First Amendment")
dated as of October 29, 1998 is between TEXOIL, INC., a Nevada corporation (the
"COMPANY"), and RIMCO PARTNERS, L.P., a Delaware limited partnership, RIMCO
PARTNERS, L.P. II, a Delaware limited partnership, RIMCO PARTNERS, L.P. III, a
Delaware limited partnership, and RIMCO PARTNERS, L.P. IV, a Delaware limited
partnership (collectively, the "NOTEHOLDERS").
PRELIMINARY STATEMENTS
A. The Company and the Noteholders have heretofore entered into that
certain Note Purchase Agreement dated December 31, 1997 (the "NOTE AGREEMENT").
B. The Company and the Noteholders now desire to amend the Note Agreement
with respect to the matters set forth herein.
C. Capitalized terms used herein shall have the respective meanings
described thereto in the Note Agreement unless herein defined or the context
shall otherwise require.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the Company and the Noteholders agree as follows:
SECTION 1. AMENDMENT.
Section 10.03(a) of the Note Agreement is hereby amended in its entirety
to read as follows:
"(a) its Current Assets, at any time, to be less than the sum of (i)
its Current Liabilities as at such date, minus (ii) any portion of such Current
Liabilities consisting of amounts owing on the Notes or the Senior Debt; or"
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
2.1 The Company represents and warrants to the Noteholders that:
(a) this First Amendment has been duly authorized, executed and
delivered by it and this First Amendment constitutes the legal, valid and
binding obligation of the Company enforceable against it in accordance
with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws or equitable
principles relating to or limiting creditors' rights generally;
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(b) The Note Agreement, as amended by this First Amendment,
constitutes the legal, valid and binding obligation of the Company
enforceable against it in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws or equitable principles relating to or limiting creditors'
rights generally;
(c) the execution, delivery and performance by the Company of this
First Amendment (i) has been duly authorized by all requisite corporate
action and, if required, shareholder action, (ii) does not require the
consent or approval of any governmental or regulatory body or agency, and
(iii) will not (A) violate (1) any provision of law, statute, rule or
regulation or its certificate of incorporation or bylaws, (2) any order of
any court or any rule, regulation or order of any other agency or
government binding upon it, or (3) any provision of any material
indenture, agreement or other instrument to which it is a party or by
which its properties or assets are or may be bound, or (B) result in a
breach or constitute (alone or with due notice or lapse of time or both) a
default under any such indenture, agreement or other instrument;
(d) as of the date hereof and after giving effect to this First
Amendment, no Default or Event of Default has occurred which is
continuing; and
(e) all representations and warranties contained in Article V of the
Note Agreement and in the other Transaction Documents are true and correct
in all material respects with the same force and effect as if made by the
Company on and as of the date hereof.
SECTION 3. CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT.
3.1 This First Amendment shall become effective upon execution and
delivery by all parties hereto.
SECTION 4. PAYMENT OF NOTEHOLDERS' COUNSEL FEES AND EXPENSES.
4.1 The Company agrees to pay upon demand, the reasonable fees and
expenses of Andrews & Kurth L.L.P., counsel to the Noteholders, in connection
with the negotiation, preparation, approval, execution and delivery of this
First Amendment.
SECTION 5. MISCELLANEOUS.
5.1 This First Amendment shall be construed in connection with and as part
of the Note Agreement, and except as modified and expressly amended by this
First Amendment, all terms, conditions, and covenants contained in the Note
Agreement, the Notes and the other Transaction Documents are hereby ratified and
shall be and remain in full force and effect.
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5.2 Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this First Amendment
may refer to the Note Agreement without making specific reference to this First
Amendment but nevertheless all such references shall include this First
Amendment unless the context otherwise requires.
5.3 The descriptive headings of the various Sections or parts of this
First Amendment are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
5.4 This First Amendment shall be governed by and construed in accordance
with New York law.
IN WITNESS WHEREOF, the Company and the Noteholders have caused this First
Amendment to be duly executed and delivered by their duly authorized
representatives as of the date first above written.
TEXOIL, INC.
By: /S/ FRANK A. LODZINSKI
Name: FRANK A. LODZINSKI
Title: PRESIDENT
RIMCO PARTNERS, L.P.,
RIMCO PARTNERS, L.P. II,
RIMCO PARTNERS, L.P. III, AND
RIMCO PARTNERS, L.P. IV
By:RESOURCE INVESTORS MANAGEMENT COMPANY
LIMITED PARTNERSHIP, THEIR GENERAL
PARTNER
By:RIMCO ASSOCIATES, INC.,
ITS GENERAL PARTNER
By: /S/ GARY MILAVEC
Gary Milavec
Vice President
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