SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of The Securities
Act of 1934
Date of Report (date of earliest event reported): August 15,
1996
Mallon Resources Corporation
(exact name of registrant as specified in its charter)
Colorado 0-17267 84-1095959
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
999 18th Street, Suite 1700, Denver, Colorado 80202
(address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (303)293-2333
not applicable
(former name or former address, if changed since last report)
Item 5. Other Events
On August 15, 1996, Mallon Resources Corporation (the "Company")
executed the second of two related amendments (the "Amendments")
to the Company's Loan Agreement with Bank One, Texas, N.A. The
Amendments effect certain changes to various of the financial
covenants contained in the Loan Agreement, and change certain
provisions of the Loan Agreement relating to the "advance line of
credit" governed thereby.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Bank One - First Agreement To Loan Agreement
Bank One - Second Agreement To Loan Agreement
Signatures
Pursuant to the requirements of the Securities Exchange act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Mallon Resources Corporation
August 15, 1996 __/s/ Roy Ross_______________________
Roy K. Ross, Executive Vice President
FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (hereinafter called
the "First Amendment") executed as of the ____ day of July, 1996,
by and among MALLON OIL COMPANY, a Colorado corporation
(hereinafter referred to as "Borrower"), MALLON RESOURCES
CORPORATION, a Colorado corporation (hereinafter referred to as
the "Guarantor") and BANK ONE, TEXAS, N.A., a national banking
association (hereinafter referred to as "Bank").
W I T N E S S E T H:
WHEREAS, Borrower, Guarantor and Bank entered into a Loan
Agreement dated as of March 20, 1996 (the "Loan Agreement") under
the terms of which Bank agreed to provide a revolving loan
facility to Borrower; and
WHEREAS, Borrower, Guarantor and Bank have agreed to make
certain changes to the Loan Agreement.
NOW, THEREFORE, the parties hereby agree to amend the Loan
Agreement as follows:
Unless otherwise defined herein, all defined terms used
herein shall have the same meaning ascribed to such terms in the
Loan Agreement.
Section 1 of the Loan Agreement is hereby amended in the
following respects:
The definition of "Cash Flow" in Section 1 is hereby deleted
in its entirety and the following inserted in lieu thereof:
"'Cash Flow' shall mean Borrower's Net Income or loss
plus non-cash charges less Guarantor's preferred dividends and
general and administrative expense allocation from Guarantor (if
such allocation is less than 75% of Guarantor's total general and
administrative expense the amount of such allocation is subject
to Bank's final approval), all as calculated in accordance with
GAAP."
The definition of "Current Assets" shall mean in Section 1
is hereby deleted in its entirety and the following inserted in
lieu thereof:
"'Current Assets' shall mean the total of Borrower's
current assets, determined in accordance with GAAP, plus current
availability under the Revolving Commitment."
The definition of "Debt Service" shall mean in Section 1
hereof is deleted in its entirety and the following inserted in
lieu thereof:
"'Debt Service' shall mean the aggregate principal
amount outstanding on the Revolving Note divided by a number
equal to the sum of the economic half-life of the Oil and Gas
Properties as determined by the Bank from time to time pursuant
to Section 7(b) hereof, plus one (1) year."
Section 13 of the Loan Agreement is hereby amended in the
following respects:
Subsection (c) of Section 13 is hereby deleted in its
entirety and the following inserted in lieu thereof:
"(c) Current Ratio. Borrower will not suffer or permit
the ratio of Current Assets to Current Liabilities to ever be
less than 1.0 to 1.0."
Subsection (d) of Section 13 is hereby deleted in its
entirety and the following inserted in lieu thereof:
"(d) Debt Service Ratio. Borrower will not suffer or
permit its ratio of Cash Flow to Debt Service to ever be less
than 1.10 to 1.0 after April 1, 1996, said ratio to be tested
quarterly for the preceding twelve (12) months (or the
appropriate portion thereof during calendar year 1996)."
Subsection (e) of Section 13 is hereby deleted in its
entirety and the following inserted in lieu thereof:
"(c) Minimum Tangible Net Worth. Guarantor will not suffer
or permit its consolidated Tangible Net Worth to ever be less
than $10,500,000."
Subsection (g) of Section 13 is hereby deleted in its
entirety and the following inserted in lieu thereof:
"(d) Debts, Guaranties and Other Obligations. Neither
Borrower, Guarantor or any of their Subsidiaries will incur,
create, assume or in any manner become or be liable in respect of
any indebtedness, liabilities or other obligations, nor will the
Borrower or Guarantor or any of their Subsidiaries guarantee or
otherwise in any manner become or be liable in respect of any
indebtedness, liabilities or other obligations of any other
person or entity, whether by agreement to purchase the
indebtedness of any other person or entity or agreement for the
furnishing of funds to any other person or entity through the
purchase or lease of goods, supplies or services (or by way of
stock purchase, capital contribution, advance or loan) for the
purpose of paying or discharging the indebtedness of any other
person or entity, or otherwise, except that the foregoing
restrictions shall not apply to:
(I) the Notes, or other indebtedness of Borrower and
Guarantor heretofore disclosed to Bank on Borrower's or
Guarantor's Financial Statements or on Schedule "9" hereto;
(ii) taxes, assessments or other government charges which
are not yet due or are being contested in good faith by
appropriate action promptly initiated and diligently conducted,
if such reserve as shall be required by GAAP shall have been made
therefor and levy and execution thereon have been stayed and
continue to be stayed;
(iii) indebtedness incurred in the ordinary course of
business as such business is being conducted on the Effective
Date;
(iv) subordinated indebtedness of up to $1,000,000 on
terms and conditions satisfactory to Bank; or
(v) renewals and extensions of any or all of the
foregoing."
Borrower and Guarantor are in default, as of March 31, 1996,
of the provisions of Section 13(c), (d) and (e). Borrower and
Guarantor have requested that the Bank waive its default of the
aforesaid Sections 13(c), (d) and (e) and the Bank is willing to
waive such default subject to the agreement of the Borrower and
Guarantor that unless and until the Borrower and Guarantor meet
and comply in all respects with the requirements of the said
Sections 13(c), (d) and (e) there shall be no further fundings by
Bank under the Advance Line of Credit. Accordingly, the
Borrower, Guarantor and Bank agree as follows:
Conditioned upon the execution of this First Amendment, the
Bank does hereby waive any default that may have occurred as of
March 31, 1996 as a result of Borrower's and Guarantor's failure
to comply with the financial covenants contained in
Sections 13(c), (d) and (e). This waiver by the Bank of the
violation of the financial covenants contained in Sections 13(c),
(d) and (e) is a waiver for the period ended March 31, 1996 only
and should not be construed as a waiver for any other period nor
should it be construed as a waiver of any other default that may
have occurred under the Loan Agreement as of March 31, 1996 or
any other date; and
Borrower, Guarantor and Bank agree that the commitment of
the Bank to make the Advance Line of Credit available to the
Borrower pursuant to Section 2(b) of the Loan Agreement shall be
suspended and Advances under such Advance Line of Credit shall
not be available to Borrower until Borrower and Guarantor have
complied in all respects with the financial covenants contained
in Sections 13(c), (d) and (e) of the Loan Agreement, such
compliance to have been demonstrated to the satisfaction of the
Bank. Bank shall determine such compliance in its sole and
absolute discretion.
This First Amendment shall be effective as of the date first
above written (the "Effective Date").
The obligation of the Bank under this Second Amendment shall
be subject to the following conditions precedent:
Execution and Delivery. Borrower and Guarantor shall have
executed and delivered to the Bank this Second Amendment and
other required documents, all in form and substance satisfactory
to the Bank;
Corporate Resolutions. Bank shall have received appropriate
certified corporate resolutions for Borrower and Guarantor;
Other Documents. The Bank shall have received such other
instruments and documents incidental and appropriate to the
transaction provided for herein as the Bank or its counsel may
reasonably request, and all such documents shall be in form and
substance satisfactory to the Bank; and
Legal Matters Satisfactory. All legal matters incident to
the consummation of the transactions contemplated hereby shall be
satisfactory to special counsel for the Bank retained at the
expense of Borrower.
Except to the extent its provisions are specifically
amended, modified or superseded by this Second Amendment, the
representations, warranties and affirmative and negative
covenants of the Borrower contained in the Loan Agreement are
incorporated herein by reference for all purposes as if copied
herein in full. Borrower and Guarantor hereby restate and
reaffirm each and every term and provision of the Loan Agreement,
including, without limitation, all representations, warranties
and affirmative and negative covenants.
Borrower and Guarantor hereby represent and warrant that all
factual information heretofore and contemporaneously furnished by
or on behalf of Borrower and Guarantor to Bank for purposes of or
in connection with this Second Amendment does not contain any
untrue statement of a material fact or omit to state any material
fact necessary to keep the statements contained herein or therein
from being misleading. Each of the foregoing representations and
warranties shall constitute a representation and warranty of
Borrower and Guarantor made under the Loan Agreement, and it
shall be an Event of Default if any such representation and
warranty shall prove to have been incorrect or false in any
material respect at the time given. Each of the representations
and warranties made under the Loan Agreement (including those
made herein) shall survive and not be waived by the execution and
delivery of this Second Amendment or any investigation by Bank.
Borrower and Guarantor agree to indemnify and hold harmless
the Bank and its respective officers, employees, agents,
attorneys and representatives (singularly, an "Indemnified
Party", and collectively, the "Indemnified Parties") from and
against any loss, cost, liability, damage or expense (including
the reasonable fees and out-of-pocket expenses of counsel to the
Bank, including all local counsel hired by such counsel)
("Claim") incurred by the Bank in investigating or preparing for,
defending against, or providing evidence, producing documents or
taking any other action in respect of any commenced or threatened
litigation, administrative proceeding or investigation under any
federal securities law, federal or state environmental law, or
any other statute of any jurisdiction, or any regulation, or at
common law or otherwise, which is alleged to arise out of or is
based upon any acts, practices or omissions or alleged acts,
practices or omissions of the Borrower or their agents or arises
in connection with the duties, obligations or performance of the
Indemnified Parties in negotiating, preparing, executing,
accepting, keeping, completing, countersigning, issuing, selling,
delivering, releasing, assigning, handling, certifying,
processing or receiving or taking any other action with respect
to the Loan Documents and all documents, items and materials
contemplated thereby even if any of the foregoing arises out of
an Indemnified Party's ordinary negligence. The indemnity set
forth herein shall be in addition to any other obligations or
liabilities of the Borrower and Guarantor to the Bank hereunder
or at common law or otherwise, and shall survive any termination
of this Agreement, the expiration of the Loan and the payment of
all indebtedness of the Borrower to the Bank hereunder and under
the Note, provided that neither the Borrower nor the Guarantor
shall have any obligation under this Section 13 to the Bank with
respect to any of the foregoing arising out of the gross
negligence or willful misconduct of the Bank. If any Claim is
asserted against any Indemnified Party, the Indemnified Party
shall endeavor to notify the Borrower and Guarantor of such Claim
(but failure to do so shall not affect the indemnification herein
made except to the extent of the actual harm caused by such
failure). The Indemnified Party shall have the right to employ,
at the Borrower's and/or Guarantor's expense, counsel of the
Indemnified Parties' choosing and to control the defense of the
Claim. Borrower and Guarantor may at their own expense also
participate in the defense of any Claim. Each Indemnified Party
may employ separate counsel in connection with any Claim to the
extent such Indemnified Party believes it reasonably prudent to
protect such Indemnified Party. THE PARTIES INTEND FOR THE
PROVISIONS OF THIS SECTION 13 TO APPLY TO AND PROTECT EACH
INDEMNIFIED PARTY FROM THE CONSEQUENCES OF STRICT LIABILITY
IMPOSED OR THREATENED TO BE IMPOSED ON ANY INDEMNIFIED PARTY AS
WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, WHETHER OR
NOT THAT NEGLIGENCE IS THE SOLE, CONTRIBUTING, OR CONCURRING
CAUSE OF ANY CLAIM.
WRITTEN LOAN AGREEMENT. THE LOAN AGREEMENT, AS AMENDED BY
THIS SECOND AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN AND
AMONG 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 AND
AMONG THE PARTIES.
The Guarantor hereby consents to the execution thereof by
the Borrower and reaffirms its guaranty of all of the obligations
of Borrower to Bank.
IN WITNESS WHEREOF, the parties have caused this Second
Amendment to Loan Agreement to be duly executed as of the date
first above written.
BORROWER:
________
MALLON OIL COMPANY
a Colorado corporation
By: _____________________________
Kevin M. Fitzgerald,
President
GUARANTOR:
_________
MALLON RESOURCES CORPORATION,
a Colorado corporation
By:_____________________________
Name: _____________________
Title:_____________________
BANK:
____
BANK ONE, TEXAS, N.A.,
a national banking association
By: ___________________________
Reed V Thompson,
Vice President
SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (hereinafter called
the "Second Amendment") executed as of the 30th day of June,
1996, by and among MALLON OIL COMPANY, a Colorado corporation
(hereinafter referred to as "Borrower"), MALLON RESOURCES
CORPORATION, a Colorado corporation (hereinafter referred to as
the "Guarantor") and BANK ONE, TEXAS, N.A., a national banking
association (hereinafter referred to as "Bank").
W I T N E S S E T H:
WHEREAS, Borrower, Guarantor and Bank entered into a Loan
Agreement dated as of March 20, 1996 (the "Loan Agreement") under
the terms of which Bank agreed to provide a revolving loan
facility to Borrower; and
WHEREAS, Borrower, Guarantor and Bank entered into a First
Amendment to Loan Agreement dated as of April 1, 1996; and
WHEREAS, Borrower, Guarantor and Bank have agreed to make
certain changes to the Loan Agreement.
NOW, THEREFORE, the parties hereby agree to amend the Loan
Agreement as follows:
Unless otherwise defined herein, all defined terms used
herein shall have the same meaning ascribed to such terms in the
Loan Agreement.
Section 1 of the Loan Agreement is hereby amended in the
following respects:
A new definition of "Stock Offering" is hereby added to
Section 1 as follows:
"'Stock Offering' shall mean a proposed public offering by
the Guarantor of approximately $12,000,000 worth of Guarantor's
Common Stock."
Section 2(b) of the Loan Agreement is hereby deleted in its
entirety and the following inserted in lieu thereof:
"(b) Advance Line of Credit. On the terms
and conditions hereinafter set forth, the Bank agrees to make
Advances to Borrower from time to time during the period
beginning on the Effective Date and ending on the Advance Loan
Maturity Date in such amounts as Borrower may request up to the
aggregate amount of $2,000,000.00 (the "Advance Line of Credit").
Except as set forth hereinbelow, (i) Advances under the Advance
Line of Credit shall be used solely for the Drilling Program and
(ii) the maximum amount that may be advanced for any well in the
Drilling Program shall be limited to the lesser of 80% of (A) the
Approved AFE for such well, or (B) the actual cost to Borrower of
such well and (iii) once repaid, amounts may not be reborrowed
hereunder. Notwithstanding any other provision of this
Agreement, no Advance shall be required to be made hereunder if
any Event of Default (as hereinafter defined) has occurred and is
continuing or if any event or condition has occurred that may,
with notice, be an Event of Default. Each Advance under the
Advance Line of Credit shall be an aggregate amount of at least
$25,000.00.
The parties hereto have agreed that on or after the Effective
Date of the Second Amendment, the Bank shall make a one-time
Advance in the form of a $2,000,000 bridge loan (the "Bridge
Loan") under the Advance Line of Credit. The $2,000,000 Advance
under the Bridge Loan shall be used by the Borrower to retire a
portion of the Revolving Commitment and to bridge the Stock
Offering. Interest on the Bridge Loan shall be due and payable
on the last day of each month, beginning August 31, 1996.
Principal of the Bridge Loan shall be due and payable on the
earlier of (i) completion and funding of the Stock Offering or
(ii) December 31, 1996. Once repaid, amounts may not be
reborrowed on the Bridge Loan."
Section 12 of the Loan Agreement is hereby amended by the
addition of a new Subsection "(u)" as follows:
"(u) Use of Proceeds of Stock Offering. The first
$3,000,000 of proceeds from the Stock Offering by Guarantor shall
be contributed by Guarantor to the Borrower for the purpose of
Borrower using such funds to repay the principal of the Bridge
Loan in full and to reduce the principal balance outstanding on
the Revolving Note. After application of the $3,000,000 as
aforesaid, the remaining balance, or any part thereof, of the
proceeds of the Stock Offering may be used by Guarantor to redeem
its Series A Convertible Preferred Stock pursuant to the
provisions hereof. No other cash from any other source may be
used by Guarantor for such redemption."
Section 13(e) of the Loan Agreement is hereby deleted in its
entirety and the following inserted in lieu thereof:
"(e) Minimum Tangible Net Worth. Borrower and Guarantor
will not suffer or permit their consolidated Tangible Net Worth
to ever be less than the greater of (i) the sum of $10,500,000
plus ninety percent (90%) of the net proceeds (after direct cost
thereof) from the Stock Offering and from an equity offering by
Laguna Gold Company (the "Laguna Offering"), or (ii) Borrower's
and Guarantor's Tangible Net Worth calculated in accordance with
GAAP after giving effect to the Stock Offering, the Laguna
Offering and the redemption of Borrower's Series A Convertible
Preferred Stock minus $2,500,000."
The Borrower and the Guarantor have requested a one-time
waiver of the provisions of Section 13(h) of the Loan Agreement
to allow the Guarantor to redeem its Series A Convertible
Preferred Stock. Subject to the satisfaction of the following
conditions precedent, the Bank hereby consents to the redemption
of by the Guarantor of all of the Series A Convertible Preferred
Stock and waives any default that may occur pursuant to Section
13(h) of the Loan Agreement as a result of such redemption:
completion and funding of the Stock Offering;
use of the net proceeds of the Stock Offering to effect
such redemption; and
a redemption price not in excess of the net carrying
value of the Series A Convertible Preferred Stock on the books of
the Guarantor as determined in accordance with GAAP; and
no Event of Default has occurred and is continuing or
would occur as a result of the redemption of such stock.
As of the Effective Date, the Borrowing Base shall be
$8,820,000 until redetermined pursuant to the provisions of the
Loan Agreement. The Monthly Commitment Reduction shall be zero
dollars beginning July 31, 1996 and continuing through and
including January 30, 1997 and, effective January 31, 1997, shall
be increased to $130,000 per month until redetermined pursuant to
the provisions of the Loan Agreement.
This Second Amendment shall be effective as of the date first
above written (the "Effective Date").
The obligation of the Bank under this Second Amendment shall
be subject to the following conditions precedent:
Execution and Delivery. Borrower and Guarantor shall have
executed and delivered to the Bank this Second Amendment and
other required documents, all in form and substance satisfactory
to the Bank;
Corporate Resolutions. Bank shall have received appropriate
certified corporate resolutions for Borrower and Guarantor;
Other Documents. The Bank shall have received such other
instruments and documents incidental and appropriate to the
transaction provided for herein as the Bank or its counsel may
reasonably request, and all such documents shall be in form and
substance satisfactory to the Bank; and
Legal Matters Satisfactory. All legal matters incident to
the consummation of the transactions contemplated hereby shall be
satisfactory to special counsel for the Bank retained at the
expense of Borrower.
Except to the extent its provisions are specifically amended,
modified or superseded by this Second Amendment, the
representations, warranties and affirmative and negative
covenants of the Borrower contained in the Loan Agreement are
incorporated herein by reference for all purposes as if copied
herein in full. Borrower and Guarantor hereby restate and
reaffirm each and every term and provision of the Loan Agreement,
including, without limitation, all representations, warranties
and affirmative and negative covenants.
Borrower and Guarantor hereby represent and warrant that all
factual information heretofore and contemporaneously furnished by
or on behalf of Borrower and Guarantor to Bank for purposes of or
in connection with this Second Amendment does not contain any
untrue statement of a material fact or omit to state any material
fact necessary to keep the statements contained herein or therein
from being misleading. Each of the foregoing representations and
warranties shall constitute a representation and warranty of
Borrower and Guarantor made under the Loan Agreement, and it
shall be an Event of Default if any such representation and
warranty shall prove to have been incorrect or false in any
material respect at the time given. Each of the representations
and warranties made under the Loan Agreement (including those
made herein) shall survive and not be waived by the execution and
delivery of this Second Amendment or any investigation by Bank.
Borrower and Guarantor agree to indemnify and hold harmless
the Bank and its respective officers, employees, agents,
attorneys and representatives (singularly, an "Indemnified
Party", and collectively, the "Indemnified Parties") from and
against any loss, cost, liability, damage or expense (including
the reasonable fees and out-of-pocket expenses of counsel to the
Bank, including all local counsel hired by such counsel)
("Claim") incurred by the Bank in investigating or preparing for,
defending against, or providing evidence, producing documents or
taking any other action in respect of any commenced or threatened
litigation, administrative proceeding or investigation under any
federal securities law, federal or state environmental law, or
any other statute of any jurisdiction, or any regulation, or at
common law or otherwise, which is alleged to arise out of or is
based upon any acts, practices or omissions or alleged acts,
practices or omissions of the Borrower or their agents or arises
in connection with the duties, obligations or performance of the
Indemnified Parties in negotiating, preparing, executing,
accepting, keeping, completing, countersigning, issuing, selling,
delivering, releasing, assigning, handling, certifying,
processing or receiving or taking any other action with respect
to the Loan Documents and all documents, items and materials
contemplated thereby even if any of the foregoing arises out of
an Indemnified Party's ordinary negligence. The indemnity set
forth herein shall be in addition to any other obligations or
liabilities of the Borrower and Guarantor to the Bank hereunder
or at common law or otherwise, and shall survive any termination
of this Agreement, the expiration of the Loan and the payment of
all indebtedness of the Borrower to the Bank hereunder and under
the Note, provided that neither the Borrower nor the Guarantor
shall have any obligation under this Section 13 to the Bank with
respect to any of the foregoing arising out of the gross
negligence or willful misconduct of the Bank. If any Claim is
asserted against any Indemnified Party, the Indemnified Party
shall endeavor to notify the Borrower and Guarantor of such Claim
(but failure to do so shall not affect the indemnification herein
made except to the extent of the actual harm caused by such
failure). The Indemnified Party shall have the right to employ,
at the Borrower's and/or Guarantor's expense, counsel of the
Indemnified Parties' choosing and to control the defense of the
Claim. Borrower and Guarantor may at their own expense also
participate in the defense of any Claim. Each Indemnified Party
may employ separate counsel in connection with any Claim to the
extent such Indemnified Party believes it reasonably prudent to
protect such Indemnified Party. THE PARTIES INTEND FOR THE
PROVISIONS OF THIS SECTION 13 TO APPLY TO AND PROTECT EACH
INDEMNIFIED PARTY FROM THE CONSEQUENCES OF STRICT LIABILITY
IMPOSED OR THREATENED TO BE IMPOSED ON ANY INDEMNIFIED PARTY AS
WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, WHETHER OR
NOT THAT NEGLIGENCE IS THE SOLE, CONTRIBUTING, OR CONCURRING
CAUSE OF ANY CLAIM.
WRITTEN LOAN AGREEMENT. THE LOAN AGREEMENT, AS AMENDED BY
THIS SECOND AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN AND
AMONG 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 AND
AMONG THE PARTIES.
The Guarantor hereby consents to the execution thereof by the
Borrower and reaffirms its guaranty of all of the obligations of
Borrower to Bank.
IN WITNESS WHEREOF, the parties have caused this Second
Amendment to Loan Agreement to be duly executed as of the date
first above written.
BORROWER:
________
MALLON OIL COMPANY
a Colorado corporation
By:____________________________
Kevin M. Fitzgerald,
President
GUARANTOR:
_________
MALLON RESOURCES CORPORATION,
a Colorado corporation
By:___________________________
Name:_________________________
Title:________________________
BANK:
____
BANK ONE, TEXAS, N.A.,
a national banking association
By: _________________________
Reed V Thompson,
Vice President