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EXHIBIT 10.18
SECOND AMENDMENT
TO
AMENDED AND RESTATED
CREDIT AGREEMENT
among
QUEEN SAND RESOURCES, INC.,
a Delaware corporation,
as Guarantor,
QUEEN SAND RESOURCES, INC.,
a Nevada corporation
as Borrower,
BANK OF MONTREAL,
as Agent,
and
The Lenders Signatory Hereto
Effective as of November 10, 1998
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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Second Amendment") executed effective as of November 10, 1998 (the "Effective
Date") is among QUEEN SAND RESOURCES, INC., a Delaware corporation ("QSRD"),
QUEEN SAND RESOURCES, INC., a corporation formed under the laws of the State of
Nevada (the "Borrower"); NORTHLAND OPERATING CO., a Nevada corporation
("Northland"), CORRIDA RESOURCES, INC., a Nevada corporation ("Corrida"), each
of the lenders that is a signatory hereto (individually, together with its
successors and assigns, a "Lender" and, collectively, the "Lenders"); and BANK
OF MONTREAL, as agent for the Lenders (in such capacity, together with its
successors in such capacity, the "Agent").
RECITALS
A. QSRD, the Borrower, the Agent and the Lenders are parties to that
certain Amended and Restated Credit Agreement dated as of April 17, 1998, as
amended by that certain First Amendment to Amended and Restated Credit
Agreement dated as of July 1, 1998 (such agreement, as amended, the "Credit
Agreement"), pursuant to which the Lenders have made certain credit available
to and on behalf of the Borrower.
B. The Borrower has requested and the Agent and the Lenders have
agreed to amend certain provisions of the Credit Agreement.
C. NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Defined Terms. All capitalized terms which are defined in
the Credit Agreement, but which are not defined in this Second Amendment, shall
have the same meanings as defined in the Credit Agreement. Unless otherwise
indicated, all section references in this Second Amendment refer to the Credit
Agreement.
Section 2. Amendments to Credit Agreement.
2.1 Amendments to Section 1.01.
(a) The definition of "Agreement" is hereby amended to read as
follows:
"Agreement" shall mean this Credit Agreement, as amended by
the First Amendment and the Second Amendment and as further amended
from time to time.
(b) The following definitions are hereby added where alphabetically
appropriate:
"Second Amendment" shall mean that certain Second Amendment
to Amended and Restated Credit Agreement dated as of November 10, 1998
among the Obligors, the Agent and the Lenders.
"Second Amendment Effective Date" shall mean the "Effective
Date" as such term is defined in the Second Amendment.
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2.2 Amendment to Section 9.04.
Section 9.04 of the Credit Agreement is hereby deleted in its entirety
and the following is inserted in lieu thereof:
"Section 9.04 Dividends, Distributions and Redemptions. QSRD
shall not declare or pay any dividend, purchase, redeem or otherwise
acquire for value any of its capital stock now or hereafter
outstanding, return any capital to its stockholders or make any
distribution of its assets to its stockholders, except for (i)
dividends or distributions payable solely in capital stock of QSRD;
(ii) the repurchase or redemption of any shares of the Series C
Preferred Stock with the aggregate net cash proceeds in excess of
$50,000,000 of any Equity Offering(s) occurring after the Closing
Date, provided that (A) no Default or Event of Default has occurred at
the time such shares are repurchased or redeemed or would result from
such repurchase or redemption and (B) the Percentage Usage is less
than eighty percent (80%) prior and after giving effect to such
repurchase or redemption; and (iii) the one time repurchase or
redemption of shares of the Series C Preferred Stock from one or more
of Stark International, Shepherd Investments International Ltd., and
Palisades Holdings, Inc., provided that (A) such repurchase or
redemption shall be made only with the cash proceeds of a common stock
Equity Offering, (B) the aggregate amount paid for such repurchase or
redemption shall not exceed $2,300,000, including payment of accrued
dividends, (C) the maximum price per share (including accrued
dividends) paid for such purchase or redemption shall not exceed
$7.35, and (D) such purchase or redemption shall occur on or before
December 31, 1998."
Section 3. Conditions Precedent. The effectiveness of this Second
Amendment is subject to the receipt by the Agent of multiple counterparts of
this Second Amendment, as as requested by the Agent.
Section 4. Representations and Warranties; Etc. Each Obligor hereby
affirms: (a) that as of the date of execution and delivery of this Second
Amendment, all of the representations and warranties contained in each Loan
Document to which such Obligor is a party are true and correct in all material
respects as though made on and as of the Effective Date; and (b) that after
giving effect to this Second Amendment and to the transactions contemplated
hereby, no Defaults exist under the Loan Documents or will exist under the Loan
Documents of which the Agent and the Lenders have not been informed by the
Borrower, either orally or in writing. Each Obligor acknowledges and agrees
that neither the Agent nor the Lenders, by the terms of this Second Amendment,
waive any existing Default.
Section 5. Miscellaneous.
5.1 Confirmation. The provisions of the Credit Agreement (as amended
by this Second Amendment) shall remain in full force and effect in accordance
with its terms following the effectiveness of this Second Amendment.
5.2 Ratification and Affirmation of Obligors. Each of the Obligors
hereby expressly (i) acknowledges the terms of this Second Amendment, (ii)
ratifies and affirms its obligations under the Loan Documents to which it is a
party, (iii) acknowledges, renews and extends its continued liability under its
respective Guaranty Agreement, if applicable, and the other Security
Instruments to which it is a party and agrees that its respective Guaranty
Agreement, if applicable, and the other Security Instruments to which it is a
party remains in full force and effect with respect to the Indebtedness as
amended hereby.
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5.3 Counterparts. This Second Amendment may be executed by one or more
of the parties hereto in any number of separate counterparts, and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.
5.4 No Oral Agreement. THIS WRITTEN SECOND AMENDMENT, THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND
THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE
PARTIES.
5.5 GOVERNING LAW. THIS SECOND AMENDMENT (INCLUDING, BUT NOT LIMITED
TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
[SIGNATURES BEGIN NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed effective as of the date first written above.
BORROWER: QUEEN SAND RESOURCES, INC., a Nevada corporation
By: /s/ ROBERT P. LINDSAY
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Robert P. Lindsay
Vice President
By: /s/ EDWARD J. MUNDEN
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Edward J. Munden
President
QSRD: QUEEN SAND RESOURCES, INC., a Delaware corporation
By: /s/ ROBERT P. LINDSAY
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Robert P. Lindsay
Chief Operating Officer
By: /s/ EDWARD J. MUNDEN
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Edward J. Munden
President
GUARANTORS: NORTHLAND OPERATING CO.
By: /s/ ROBERT P. LINDSAY
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Robert P. Lindsay
Vice President
By: /s/ EDWARD J. MUNDEN
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Edward J. Munden
President
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CORRIDA RESOURCES, INC.
By: /s/ ROBERT P. LINDSAY
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Robert P. Lindsay
Vice President
By: /s/ EDWARD J. MUNDEN
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Edward J. Munden
President
AGENT: BANK OF MONTREAL, as Agent
By: /s/ ROBERT L. ROBERTS
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Robert L. Roberts
Director, U.S. Corporate Banking
LENDER: BANK OF MONTREAL
By: /s/ MELISSA A. BAUMAN
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Melissa A. Bauman
Director, U.S. Corporate Banking
SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ MARK A. COX
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Mark A. Cox
Director
ENRON CAPITAL & TRADE RESOURCES CORP.
By: /s/ AUTHORIZED SIGNATORY
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Name:
Title:
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JOINT ENERGY DEVELOPMENT INVESTMENTS II LIMITED
PARTNERSHIP
By: Enron Capital Management II Limited
Partnership, its sole general partner
By: Enron Capital II Corp., its sole
general partner
By: /s/ AUTHORIZED SIGNATORY
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Name:
Title:
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