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Exhibit 4(c)
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QUAKER STATE CORPORATION
255 Elm Street
Oil City, Pennsylvania 16301
SECOND AMENDMENT TO NOTE AGREEMENTS
Dated as of September 30, 1994
Re: Note Agreements dated as of September 1, 1992
and
$50,000,000 Principal Amount
of 8.73% Senior Notes
due September 30, 2002
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TABLE OF CONTENTS
SECTION HEADING PAGE
Parties .......................................................... 1
SECTION 1. AMENDMENTS ....................................... 2
Section 1.1. Amendments of Section 5.9 ...................... 2
Section 1.2. Amendment of Section 5.11(a) ................... 2
Section 1.3. Amendment of Section 5.13 ...................... 3
Section 1.4. Amendment of Section 5.14 ...................... 3
Section 1.5. Amendment of Section 6.1(c) .................... 3
Section 1.6. Amendment of Section 8.1 ....................... 3
Section 2. MISCELLANEOUS .................................... 5
Section 2.1. Requisite Approval ............................. 5
Section 2.2. Counterparts ................................... 5
Section 2.3. Fees and Expenses .............................. 5
Section 2.4. No Legend Required ............................. 5
Section 2.5. Governing Law .................................. 5
Section 2.6. Successors ..................................... 5
Section 2.7. No Default or Event of Default ................. 6
Signature Page ................................................... 6
ATTACHMENTS TO SECOND AMENDMENT TO NOTE AGREEMENTS:
Schedule I-- Outstanding Principal Amount of Notes
Schedule II-- Description of Debt of Westland and Specialty Oil
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QUAKER STATE CORPORATION
255 Elm Street
Oil City, Pennsylvania 16301
SECOND AMENDMENT TO NOTE AGREEMENTS
Re: Note Agreements dated as of September 1, 1992
and
$50,000,000 Principal Amount
of 8.73% Senior Notes
due September 30, 2002
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To the Purchaser Named in
Schedule I which is a Signatory
to this Agreement Dated as of
September 30, 1994
Ladies and Gentlemen:
Reference is hereby made to the separate Note Agreements, each dated as of
September 1, 1992 (the "Agreements") by and between Quaker State Corporation, a
Delaware corporation (the "Company" ), and, respectively, Allstate Life
Insurance Company, Nationwide Life Insurance Company, Employers Life Insurance
Company of Wausau, American United Life Insurance Company, The Franklin Life
Insurance Company, The Franklin United Life Insurance Company, The American
Franklin Life Insurance Company and Jefferson-Pilot Life Insurance Company
(collectively, the "Purchasers") under and pursuant to which $50,000,000
aggregate principal amount of the 8.73% Senior Notes due September 30, 2002 of
the Company (the "Notes") were issued. Capitalized terms not otherwise defined
herein shall have the respective meanings assigned thereto in the Agreements.
The Company proposes to acquire, directly or indirectly, all of the
capital stock of Westland Oil Company, Inc., a Louisiana corporation ("Westland
Oil Company"), and Specialty Oil Company, Inc.-I, a Louisiana corporation,
Specialty Oil Company, Inc.-II, an Arkansas corporation, Specialty Oil Company,
Inc.-III, a Louisiana corporation, and Specialty Oil Company, Inc.-IV, a
Louisiana corporation (collectively, "Specialty Oil Company" ) (such
acquisition of the capital stock of Westland Oil Company and Specialty Oil
Company is herein referred to as the "Acquisition"). The Company believes that
the Acquisition would violate certain of the covenants of the Company set forth
in the Agreements unless they are amended as set forth herein. Pursuant to
Section 7.1 of the Agreements, the holders of at least 66-2/3% of the
outstanding principal amount of the Notes must consent to an amendment of the
Agreements as set forth herein. As you are the owner and holder of outstanding
Notes in the principal amount set opposite your name in Schedule I, the Company
hereby requests that you accept each of the amendments as set
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Quaker State Corporation Second Amendment
forth below in the manner herein provided. Upon receipt of acceptance of the
aforementioned amendments from the holders of at least 66-2/3% of the
outstanding principal amount of the Notes, this instrument shall constitute a
contract which amends and restates the Agreements in the respect, but only in
the respect, hereinafter set forth:
SECTION 1. AMENDMENTS.
Section 1.1. Amendments of Section 5.9.
(a) Amendment of Section 5.9(f). Section 5.9(f) of the Agreements is hereby
amended by deleting the word "and" from the end thereof.
(b) Amendment of Section 5.9(g). Section 5.9(g) of the Agreements is
hereby amended by inserting immediately after the word "hereof" in the second
line thereof the phrase "and clause (h) hereof" and by deleting the period at
the end thereof and inserting in its place the following phrase: "; and".
(c) Addition to Section 5.9. Section 5.9 of the Agreements is hereby
amended by adding a new subsection (h) thereto to read in its entirety as
follows:
"(h) Liens on the assets of Westland Oil Company securing its Funded
Debt or Current Debt under the Westland Credit Agreement and the Specialty
Credit Agreement and, for any period prior to December 31, 1994, Liens on
the assets of Specialty Oil Company securing its Funded Debt or Current
Debt under the Specialty Credit Agreement."
Section 1.2. Amendment of Section 5.11(a). Section 5.11(a) of the
Agreements is hereby amended by deleting it in its entirety and inserting in
its place the following:
"(a) Investments by the Company and its Subsidiaries in and to:
(i) Wholly-owned Subsidiaries, including any Investment in a
corporation which, after giving effect to such Investment, will become a
Wholly-owned Subsidiary;
(ii) Donaldson Mine Company, Quaker State Minit-Lube, Inc.,
Truck-Lite Co., Inc., McQuik's Oilube, Inc., Valley Camp Inc., Kanawha and
Hocking Coal and Coke Company and The Valley Camp Coal Company (so long as
the Company or any Wholly-owned Subsidiary shall own not less than 100% of
the Voting Stock of such Subsidiaries); or
(iii) Westland Oil Company, Specialty Oil Company and the Specialty
Oil Companies (so long as each such Subsidiary would be a Wholly-owned
Subsidiary if its Indebtedness for borrowed money, as set forth on
Schedule II to the Second Amendment to Note Agreements dated as of
September 30, 1994 among the Company and the Purchasers, were not given
effect);"
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Quaker State Corporation Second Amendment
Section 1.3. Amendment of Section 5.13. Section 5.13 of the Agreements is
hereby amended by deleting it in its entirety and inserting in its place the
following:
"Section 5.13. Guaranties. The Company will not, and will not permit
any Subsidiary to, become or be liable in respect of any Guaranty
except (i) Guaranties by the Company or any Subsidiary which are
limited in amount to a stated maximum dollar exposure or which
constitute Guaranties of obligations of any Subsidiary incurred in
compliance with the provisions of this Agreement, (ii) Guaranties of
obligations of certain shareholders of Westland Oil Company and the
Specialty Oil Companies as set forth in those certain Indemnification
Agreements each dated as of September 30, 1994 and each by and among
L. David Myatt, Dennis M. Myatt, Jr. and the Company entered into
in connection with and in the form as in effect on the date of the
Acquisition, and (iii) the Moon Realty Guaranties, except that, in the
case of (ii) and (iii), the only amounts being guaranteed which are not
limited to a stated maximum dollar exposure shall be those amounts
relating to interest, legal fees, collection expenses, trade accounts
payable, amounts payable to a bank lender as a result of any increase
in the cost of making the loan or maintaining the loan agreement or due
to the reduction in the amount of any payment receivable by the bank
lender thereunder or due to a reduction in the rate of return on the
capital of the bank lender, fees otherwise payable to the bank lender
as a commitment fee, filing and recording fees, stamp taxes, and
reimbursement to the bank lender for the expenses it incurred in making
the loan."
Section 1.4. Amendment of Section 5.14.
(a) Amendment of Section 5.14(b). Section 5.14(b) of the Agreements is
hereby amended by deleting the word "and" from the end thereof.
(b) Amendment of Section 5.14(c). Section 5.14(c) of the Agreements is
hereby amended by deleting the period at the end thereof and inserting in its
place the phrase: "; and".
(c) Addition to Section 5.14. Section 5.14 is hereby amended by adding a
new Subsection (d) to read in its entirety as follows:
"(d) any restriction contained in (i) the Specialty Credit
Agreement; provided, however, that any such restriction set forth in the
Specialty Credit Agreement shall only be permitted under the terms of
this Section 5.14(d) during any period prior to December 31, 1994, and
(ii) the Westland Credit Agreement."
Section 1.5. Amendment of Section 6.1(c). Section 6.1(c) of the
Agreements is hereby amended by deleting the phrase "Section 5.9(e) through
(g)" in the second line thereof and inserting in its place the phrase "Section
5.9(e) through (h)".
Section 1.6. Amendment of Section 8.1. Section 8.1 of the Agreements is
hereby amended by adding the following definitions in alphabetical order:
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Quaker State Corporation Second Amendment
"'Acquisition' shall mean the acquisition by the Company or a
Subsidiary of Westland Oil Company pursuant to that certain Stock Exchange
Agreement dated as of August 3, 1994 by and among the Company and the
shareholders of Westland Oil Company and the Specialty Oil Companies
pursuant to that certain Agreement and Plan of Merger dated as of August 3,
1994 by and among the Company, SO Acquisition Corp., the Specialty Oil
Companies and certain shareholders of the Specialty Oil Companies.
'Moon Realty Guaranties' shall mean, those certain separate Commercial
Guaranties each dated March 19, 1990 and entered into, respectively, by
Specialty Oil Company, Inc.-I, Specialty Oil Company, Inc.-II and Westland
Oil Company (collectively, the "Moon Guarantors") for the benefit of
Hibernia National Bank pursuant to which the Moon Guarantors have guaranteed
the obligations of Moon Realty, a Louisiana ordinary partnership, under one
or more promissory notes in the amount of not more than $5,000,000 in the
aggregate and all interest, costs, expenses and attorney's fees and other
fees and charges relating thereto, and in the form as in effect on the date
of the consummation of the Acquisition.
'Specialty Credit Agreement' shall mean that certain Credit, Security
and Guaranty Agreement dated on and as of June 25, 1993 by and among the
Specialty Oil Companies (other than Specialty Oil Company, Inc. - IV),
Westland Oil Company, L. D. Myatt, D. M. Myatt, Jr., Premier Bank, National
Association, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
Nederland," New York Branch, and Commercial National Bank in Shreveport, as
amended by (i) First Amendment of Credit, Security and Guaranty Agreement
dated on and as of July 7, 1994 and (ii) Second Amendment of Credit,
Security and Guaranty Agreement dated on and as of September 8, 1994, all in
the form and as in effect on the date of the consummation of the Acquisition
and pursuant to which the Speciaity Oil Companies may borrow an aggreate of
not more than $17,000,000.
'Specialty Oil Companies' shall mean, collectively, Specialty Oil
Company, Inc.-I, a Louisiana corporation, Specialty Oil Company, Inc.-II, an
Arkansas corporation. Specialty Oil Company, Inc.-III, a Louisiana
corporation, and Specialty Oil Company, Inc.-IV, a Louisiana corporation.
'Specialty Oil Company' shall mean Specialty Oil Company, Inc.
(formerly known as SO Acquisition Corp.), a Delaware corporation and
successor by merger to the Specialty Oil Companies.
'Westland Credit Agreement' shall mean that certain Credit, Security
and Guaranty Agreement dated on and as of September 8, 1994 by and among
Westland Oil Company, L. D. Myatt, D. M. Myatt, Jr., Cooperatieve Centrale
Raiffeisen- Boerenleenbank B.A., "Rabobank Nederland", New York Branch, and
Commercial National Bank in Shreveport, individually and as agent, in the
form as in effect on the date of the consummation of the Acquisition and
pursuant to which Westland Oil Company may borrow an aggregate of not more
than $25,720,000 (not including the
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Quaker State Corporation Second Amendment
guaranty thereunder by Westland Oil Company of the obligations of the
Specialty Oil Companies under the Specialty Credit Agreement).
'Westland Oil Company' shall mean Westland Oil Company, Inc., a
Louisiana corporation."
SECTION 2. MISCELLANEOUS.
Section 2.1. Requisite Approval. If the foregoing is acceptable to you,
please note your acceptance in the space provided below. Upon (i) the execution
and delivery of this Second Amendment by the holders of at least 66-2/3% of the
outstanding principal amount of the Notes and (ii) the consummation of the
Acquisition, the Agreements shall be deemed to be amended as set forth above.
Except as amended and restated herein, the terms and provisions of the
Agreements and the Notes are hereby ratified, confirmed and approved in all
respects.
Section 2.2. Counterparts. This Second Amendment may be executed in any
number of counterparts, each executed counterpart constituting an original but
altogether one and the same instrument.
Section 2.3. Fees and Expenses. The Company agrees to pay all reasonable
fees and expenses of you and your special counsel connected with the
preparation of this Second Amendment.
Section 2.4. No Legend Required. Any and all notices, requests,
certificates and any other instruments, including the Notes, may refer to the
Note Agreements or the Note Agreements dated as of September 1. 1992, without
making specific reference to this Second Amendment, but nevertheless all such
references shall be deemed to include this Second Amendment unless the context
shall otherwise require.
Section 2.5. Governing Law. This Second Amendment shall be governed by and
construed and enforced in accordance with the laws of the Commonwealth of
Pennsylvania.
Section 2.6. Successors. This Second Amendment shall be binding upon and
shall inure to the benefit of the Company and each holder of a Note and their
respective successors and permitted assigns, including each successive holder
or holders of each Note.
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Quaker State Corporation Second Amendment
Section 2.7. No Default or Event of Default. By execution of this Second
Amendment, the Company hereby represents to each of you that as of the date of
delivery hereof, and premised upon the effectiveness hereof, no Default or
Event of Default has occurred and is continuing under the Agreements, as
amended by this Second Amendment.
QUAKER STATE CORPORATION
By R. SCOTT KEEFER
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R. Scott Keefer
Its Vice President
The foregoing is hereby accepted and agreed to as of the date referred
to on the cover page:
ALLSTATE LIFE INSURANCE COMPANY
By GARY W. FRIDLEY
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Gary W. Fridley
By BARRY S. PAUL
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Barry S. Paul
Authorized Signatories
NATIONWIDE LIFE INSURANCE COMPANY
By
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Its
EMPLOYERS LIFE INSURANCE COMPANY OF
WAUSAU
By
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Its
AMERICAN UNITED LIFE INSURANCE
COMPANY
By
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Its
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Quaker State Corporation Second Amendment
Section 2.7. No Default or Event of Default. By execution of this Second
Amendment, the Company hereby represents to each of you that as of the date of
delivery hereof, and premised upon the effectiveness hereof, no Default or
Event of Default has occurred and is continuing under the Agreements, as
amended by this Second Amendment.
QUAKER STATE CORPORATION
By R. SCOTT KEEFER
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R. Scott Keefer
Its Vice President
The foregoing hereby accepted and agreed to as of the date referred to on
the cover page:
ALLSTATE LIFE INSURANCE COMPANY
By
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By
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Authorized Signatories
NATIONWIDE LIFE INSURANCE COMPANY
By JEFFREY G. MILBURN
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Jeffrey G. Milburn
Vice President
Corporate Fixed-Income Securities
EMPLOYERS LIFE INSURANCE COMPANY OF
WAUSAU
By JEFFERY G. MILBURN
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Jeffery G. Milburn
Attorney-in-fact
AMERICAN UNITED LIFE INSURANCE
COMPANY
By
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Its
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Quaker State Corporation Second Amendment
Section 2.7. No Default or Event of Default. By execution of this Second
Amendment, the Company hereby represents to each of you that as of the date of
delivery hereof, and premised upon the effectiveness hereof, no Default or
Event of Default has occurred and is continuing under the Agreements, as
amended by this Second Amendment.
QUAKER STATE CORPORATION
By R. SCOTT KEEFER
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R. Scott Keefer
Its Vice President
The foregoing hereby accepted and agreed to as of the date referred to on
the cover page:
ALLSTATE LIFE INSURANCE COMPANY
By
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By
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Authorized Signatories
NATIONWIDE LIFE INSURANCE COMPANY
By
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Its
EMPLOYERS LIFE INSURANCE COMPANY OF
WAUSAU
By
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Its
AMERICAN UNITED LIFE INSURANCE
COMPANY
By KENT R. ADAMS
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Kent R. Adams
Vice President
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Quaker State Corporation Second Amendment
THE FRANKLIN LIFE INSURANCE COMPANY
By DANIEL C. LEIMBACH
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Daniel C. Leimbach
Its Vice President
By ELIZABETH E. ARTHUR
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Elizabeth E. Arthur
Its Assistant Secretary
THE FRANKLIN UNITED LIFE INSURANCE
COMPANY
By ROBERT G. SPENCER
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Robert G. Spencer
Its Treasurer
By ELIZABETH E. ARTHUR
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Elizabeth E. Arthur
Its Assistant Secretary
THE AMERICAN FRANKLIN LIFE INSURANCE
COMPANY
By DANIEL C. LEIMBACH
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Daniel C. Leimbach
Its Vice President
By ELIZABETH E. ARTHUR
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Elizabeth E. Arthur
Its Assistant Secretary
JEFFERSON-PILOT LIFE INSURANCE
COMPANY
By
--------------------------
Its
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Quaker State Corporation Second Agreement
THE FRANKLIN LIFE INSURANCE COMPANY
By
--------------------------
Its
By
--------------------------
Its
THE FRANKLIN UNITED LIFE INSURANCE
COMPANY
By
--------------------------
Its
By
--------------------------
Its
THE AMERICAN FRANKLIN LIFE INSURANCE
COMPANY
By
--------------------------
Its
By
--------------------------
Its
JEFFERSON-PILOT LIFE INSURANCE
COMPANY
By ROBERT E. WHALEN II
--------------------------
Robert E. Whalen II
Its
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NAME AND ADDRESS PRINCIPAL AMOUNT OF
OF PURCHASERS NOTES OWNED AND HELD
ALLSTATE LIFE INSURANCE COMPANY $21,000,000
Allstate Plaza West
3100 Sanders Road
Northbrook, Illinois 60062-6287
NATIONWIDE LIFE INSURANCE COMPANY $7,000,000
One Nationwide Plaza
Columbus, Ohio 43216
EMPLOYERS LIFE INSURANCE COMPANY $3,000,000
OF WAUSAU
2000 Westwood Avenue
Wausau, Wisconsin 54401
AMERICAN UNITED LIFE INSURANCE $8,000,000
COMPANY
One American Square
Post Office Box 368
Indianapolis, Indiana 46206-0368
THE FRANKLIN LIFE INSURANCE $4,900,000
COMPANY
Franklin Square
Springfield, Illinois 62713
THE FRANKLIN UNITED LIFE INSURANCE $700,000
COMPANY
591 Stewart Avenue
Garden City, New York 11530
THE AMERICAN FRANKLIN LIFE $400,000
INSURANCE COMPANY
Franklin Square
Springfield, Illinois 62713
JEFFERSON-PILOT LIFE INSURANCE $5,000,000
COMPANY
Post Office Box 21008
100 North Greene
Greensboro, North Carolina 27420
SCHEDULE I
(to Second Amendment to Note Agreements)
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INDEBTEDNESS FOR BORROWED MONEY
WESTLAND OIL COMPANY AMOUNT
1. Commercial National Bank in Shreveport--Revolver $ 7,500,000.00
2. Rabobank--Revolver 7,500,000.00
3. Commercial National Bank--Beckham Blow Molder No. 229,286.03
4200
4. Hibernia National Bank--Rectangular Packaging Line 226,800.64
5. Concord Commercial Corporation--Plant Equipment 1,814,468.20
6. Commercial National Bank--Term Note 10,720,000.00
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$27,990,554.87
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7. Guaranty of obligations of Specialty Oil Companies under
Revolving Credit, Security and Guaranty Agreement dated
June 25, 1993, as amended
8. Commercial Guaranty dated March 19, 1990 of obligations
of Moon Realty to Hibernia National Bank
SPECIALTY OIL COMPANIES AMOUNT
9. Commercial National Bank in Shreveport--Revolver $ 8,500,000.00
10. Rabobank--Revolver 8,500,000.00
11. Commercial National Bank--1992 International Tanker, 3,562.50
Note No. 305400
12. Commercial National Bank--1992 International Tanker, 3,562.50
Note No. 305500
13. Commercial National Bank--1992 International Tanker, 3,562.50
Note No. 305600
1. Commercial National Bank--three 1993 International Used 49,061.00
Oil Tankers, Note No. 1500
15. Quaker State Corporation--Loaned Equipment 25,192.38
16. Crystal Clean--Original Investment 500,000.00
17. Split Dollar Insurance 107,219.49
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$17,692,160.37
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18. Commercial Guaranty dated March 19, 1990 of obligations
of Moon Realty to Hibernia National Bank
19. Guaranties of obligations of Westland Oil Company to
Concord Commercial Corporation and Hibernia National
Bank on equipment notes (items 4 and 5 under description of
Westland debt above)
SCHEDULE II
(to Second Amendment to Note Agreements)