EXHIBIT 4.22
AMENDMENT TO SUBORDINATION AGREEMENT
THIS FIRST AMENDMENT TO SUBORDINATION AGREEMENT (the "Amendment"), dated
as of October 30, 1998, is by and among Comerica Bank-Texas, as Agent for the
Senior Creditors ("AGENT"), RIMCO Partners, L.P., RIMCO Partners, L.P. II, RIMCO
Partners, L.P. III, and RIMCO Partners, L.P. IV (each a "SUBORDINATE LENDER" and
collectively, the "SUBORDINATED LENDERS"), Cliffwood Oil & Gas Corp.
("Cliffwood"), Cliffwood Energy Company ("CEC") and Cliffwood Production Company
("CPC") (Cliffwood, CEC and CPC, together with their successors and assigns, the
"Borrowers") and the other Loan Parties and is made for the express benefit of
the Senior Creditors.
RECITALS:
A. As of December 30, 1997, the Agent (on behalf of the Senior
Creditors), the Subordinate Creditors, and the Loan Parties entered into a
Subordination Agreement (the "Agreement").
B. The Borrowers have requested an increase in the Senior Debt
and the Agent and the Senior Creditors are willing to extend additional Senior
Debt to the Borrowers, subject to, among other things, this Amendment.
C. The Subordinate Creditors are willing to enter into this
Amendment as part of the inducement for the Senior Creditors increasing the
amount of Senior Debt available to the Borrowers.
D. The Agent, the Senior Creditors, the Subordinate Creditors
and the Loan parties now desire to amend the Agreement as herein set forth.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows, intending to be
legally bound:
ARTICLE I
DEFINITIONS
1.1 DEFINITIONS. Capitalized terms used in this Amendment, to the extent
not otherwise defined herein, shall have the same meanings as in the Agreement,
as amended hereby.
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ARTICLE II
AMENDMENTS
2.1 AMENDMENT TO DEFINITION OF SENIOR DEBT. The definition of "Senior
Debt" found in Section 1 is amended by deleting the reference to "$35,000,000"
and inserting in lieu thereof a reference to "$60,000,000."
ARTICLE III
CONDITIONS PRECEDENT
3.1 CONDITIONS. The effectiveness of this Amendment is subject to the
satisfaction of the following conditions precedent:
(a) Agent shall have received all of the following, each dated
(unless otherwise indicated) the date of this Amendment, in form and
substance satisfactory to it:
(1) AMENDMENT. This Amendment signed by all parties; and
(2) AMENDMENT TO SUBORDINATE LOAN DOCUMENTS. An amendment,
signed by all parties thereto, amending Section 10.03 of the
December 31, 1997 Note Purchase Agreement between Subordinate
Creditors and Texoil, Inc. to make it clear that the Senior Debt is
subtracted from Current Liabilities in determining compliance with
Section 10.03(a) thereof.
ARTICLE IV
MISCELLANEOUS
4.1 RATIFICATIONS. Except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement are ratified and confirmed
and shall continue in full force and effect. The parties hereto agree that the
Agreement as amended hereby shall continue to be legal, valid, binding and
enforceable in accordance with its terms.
4.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made in this Amendment or the Agreement shall survive the execution
and delivery of this Amendment, and no investigation by any party or any closing
shall affect the representations and warranties or the right of such party to
rely upon them.
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4.3 SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
4.4 APPLICABLE LAW. This Amendment shall be deemed to have been made and
to be performable in Houston, Harris County, Texas and shall be governed by and
construed in accordance with the laws of the State of Texas.
4.5 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and shall
inure to the benefit of the parties and their respective successors and assigns.
4.6 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.
4.7 HEADINGS. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
4.8 ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS
AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT EMBODY
THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL
PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR
VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE
PARTIES HERETO.
Executed as of the date first written above.
[Balance of Page Left Blank Intentionally]
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SUBORDINATE CREDITORS: SENIOR CREDITORS:
RIMCO PARTNERS, L.P., COMERICA BANK-TEXAS,
RIMCO PARTNERS, L.P. II, individually and as Agent
RIMCO PARTNERS, L.P. III, and
RIMCO PARTNERS, L.P. IV, By:/S/ JAMES KIMBLE
James W. Kimble
By: Resource Investors Management Vice President
Company Limited Partnership,
their general partner FIRST UNION NATIONAL BANK
By:RIMCO Associates, Inc.,
its general partner By:/S/ JAY M. CHERNOSKY
Jay M. Chernosky
Senior Vice President
By:/S/ GARY MILAVEC
Name: Gary Milavec CLIFFWOOD OIL & GAS CORP.
Title: Vice President CLIFFWOOD ENERGY COMPANY and
CLIFFWOOD PRODUCTION CO.
By:/S/ FRANK A. LODZINSKI
President of each
TEXOIL, INC. and
TEXOIL COMPANY
By:/S/ FRANK A. LODZINSKI
President of each
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