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EXHIBIT 10.20
AMENDMENT NUMBER ONE
TO
LOAN AND SECURITY AGREEMENT
This AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is entered into as of May __, 2000, among QUEEN SAND RESOURCES,
INC., a corporation formed under the laws of the State of Delaware ("QSRD");
QUEEN SAND RESOURCES, INC., a corporation formed under the laws of the State of
Nevada (the "Borrower"); each of the lenders that is a signatory hereto
(individually, a "Lender" and, collectively, the "Lenders"); FOOTHILL CAPITAL
CORPORATION, as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"); and ABLECO FINANCE LLC, as collateral agent for the
Lenders (in such capacity, the "Collateral Agent"), with reference to the
following facts:
A. QSRD, Borrower, the Lenders signatory thereto, Administrative Agent
and Collateral Agent, heretofore have entered into that certain
Amended and Restated Credit Agreement, dated as of October 22, 1999,
(as heretofore amended, supplemented, or otherwise modified, the
"Agreement");
B. QSRD and Borrower have requested that the Lenders amend the
Agreement to increase the L/C Commitment from $5,000,000 to
$7,500,000;
C. The Lenders are willing to increase the L/C Commitment from
$5,000,000 to $7,500,000 in accordance with the terms and conditions
hereof; and
D. All capitalized terms used herein and not defined herein shall have
the meanings ascribed to them in the Agreement, as amended hereby.
NOW, THEREFORE, in consideration of the above recitals and the mutual
premises contained herein, the Lenders signatory hereto, the Administrative
Agent, the Collateral Agent, QSRD and Borrower hereby agree as follows:
1. AMENDMENT TO THE AGREEMENT.
The definition of "L/C Commitment" contained in Section 1.02 of the
Agreement is amended and restated in its entirety to read as follows:
"L/C Commitment" at any time shall mean $7,500,000.
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2. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT.
The effectiveness of this Amendment is subject to the fulfillment, to
the satisfaction of Foothill and its counsel, of each of the following
conditions:
a. Collateral Agent shall have received each of the following
documents, in form and substance satisfactory to Collateral
Agent and its counsel, duly executed, and each such document
shall be in full force and effect:
(i) this Amendment; and
(ii) the Reaffirmation and Consent (as hereinafter
defined).
b. The representations and warranties in Section 3 of this
Amendment, the Agreement as amended by Section 1 of this
Amendment, and the other Loan Documents shall be true and
correct in all material respects on and as of the date
hereof, as though made on such date (except to the extent
that such representations and warranties relate solely to an
earlier date);
c. After giving effect hereto, no Event of Default or event
which with the giving of notice or passage of time would
constitute an Event of Default shall have occurred and be
continuing on the date hereof, nor shall result from the
consummation of the transactions contemplated herein;
d. No injunction, writ, restraining order, or other order of any
nature prohibiting, directly or indirectly, the consummation
of the transactions contemplated herein shall have been
issued and remain in force by any governmental authority
against Borrower, QSRD, any Subsidiary Guarantor, any Lender,
Collateral Agent, Administrative Agent, or any of their
Affiliates;
e. No material adverse change shall have occurred in the
financial condition of Borrower, QSRD, any Subsidiary
Guarantor, or in the value of the Collateral; and
f. All other documents and legal matters in connection with the
transactions contemplated by this Amendment shall have been
delivered or executed or recorded and shall be in form and
substance reasonably satisfactory to Collateral Agent and its
counsel.
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3. REPRESENTATIONS AND WARRANTIES. Each of QSRD and the Borrower
hereby represents and warrants to the Agents and the Lenders that: (a) the
execution, delivery, and performance of this Amendment and of the Agreement, as
amended by this Amendment, are within its corporate powers, have been duly
authorized by all necessary corporate action, and are not in contravention of
any law, rule, or regulation, or any order, judgment, decree, writ, injunction,
or award of any arbitrator, court, or governmental authority, or of the terms
of its charter or bylaws, or of any contract or undertaking to which it is a
party or by which any of its properties may be bound or affected; and (b) this
Amendment and the Agreement, as amended by this Amendment, constitute the
legal, valid, and binding obligation of each of QSRD and the Borrower,
enforceable against each of QSRD and the Borrower in accordance with their
terms.
4. REAFFIRMATION AND CONSENT. Concurrently herewith, QSRD and the
Borrower shall cause each current Subsidiary Guarantor to execute and deliver
to the Agents the Reaffirmation and Consent attached hereto as Exhibit A (the
"Reaffirmation and Consent").
5. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER. Section 12.13 of the
Agreement is incorporated herein by this reference as though fully set forth
herein.
6. MISCELLANEOUS.
a. Upon the effectiveness of this Amendment, each reference in
the Agreement to "this Agreement", "hereunder", "herein",
"hereof" or words of like import referring to the Agreement
shall mean and refer to the Agreement as amended by this
Amendment.
b. Upon the effectiveness of this Amendment, each reference in
the Loan Documents to the "Agreement", "thereunder",
"therein", "thereof" or words of like import referring to the
Agreement shall mean and refer to the Agreement as amended by
this Amendment.
c. This Amendment may be executed in any number of counterparts,
all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this
Amendment by signing any such counterpart. Delivery of an
executed counterpart of this Amendment by telefacsimile shall
be equally as effective as delivery of a manually executed
counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by telefacsimile also
shall deliver a manually executed counterpart of this
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Amendment but the failure to deliver a manually executed
counterpart shall not affect the validity, enforceability,
and binding effect of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date first written above.
QUEEN SAND RESOURCES, INC.,
a Delaware corporation
By: /s/ ROBERT P. LINDSAY
---------------------------------------
Robert P. Lindsay
Chief Operating Officer
By: /s/ RONALD I. BENN
---------------------------------------
Ronald I. Benn
Chief Financial Officer
QUEEN SAND RESOURCES, INC.,
a Nevada corporation
By: /s/ ROBERT P. LINDSAY
---------------------------------------
Robert P. Lindsay
Vice President
By: /s/ RONALD I. BENN
---------------------------------------
Ronald I. Benn
Vice President
Address for Notices for QSRD and the
Borrower:
Queen Sand Resources, Inc.
13760 Noel Road, Suite 1030
Dallas, Texas 75240
Attention: Robert P. Lindsay
Telephone: (972) 233-9906
Facsimile: (972) 233-9575
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with a copy to:
Queen Sand Resources, Inc.
30 Metcalfe Street
Ottawa, Canada KIP 5L4
Attention: Mr. Ronald Benn
Telephone: (613) 230-7211
Facsimile: (613) 230-6055
and
Haynes & Boone LLP
901 Main Street, Suite 3100
Dallas, Texas 75202-3789
Attention: Mr. William L. Boeing
Telephone: (214) 651-5553
Facsimile: (214) 651-5940
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COLLATERAL AGENT: ABLECO FINANCE LLC, as Collateral Agent
By: /s/ KEVIN P. GENDA
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Kevin P. Genda
Senior Vice President and
Chief Credit Officer
Address for Notices:
450 Park Avenue.
New York, New York 10022
Attention: Kevin P. Genda
Telephone: (212) 891-2117
Facsimile: (212) 755-3009
with a copy to:
BROBECK PHLEGER & HARRISON LLP
550 South Hope Street, Suite 2100
Los Angeles, California 90071
Telephone: (213) 489-4060
Facsimile: (213) 745-3345
Attention: John Francis Hilson, Esq.
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ADMINISTRATIVE AGENT: FOOTHILL CAPITAL CORPORATION
By: /s/ AUTHORIZED SIGNATORY
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Address for Notices
11111 Santa Monica Boulevard
Los Angeles, California 90025
Attention: Business Finance Division Manager
Telephone: (310) 996-7000
Facsimile: (310) 478-9788
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LENDER: ABLECO FINANCE LLC
By: /s/ KEVIN P. GENDA
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Kevin P. Genda
Senior Vice President and
Chief Credit Officer
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LENDER: FOOTHILL CAPITAL CORPORATION
By: /s/ AUTHORIZED SIGNATORY
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EXHIBIT C
REAFFIRMATION AND CONSENT
All capitalized terms used herein but not otherwise defined herein
shall have the meanings ascribed to them in that certain Amendment Number One
to Credit Agreement, dated as of May __, 2000 (the "Amendment"). Each of the
undersigned hereby (a) represents and warrants to the Agents and the Lenders
that the execution, delivery, and performance of this Reaffirmation and Consent
are within its corporate powers, have been duly authorized by all necessary
corporate action, and are not in contravention of any law, rule, or regulation,
or any order, judgment, decree, writ, injunction, or award of any arbitrator,
court, or governmental authority, or of the terms of its charter or bylaws, or
of any contract or undertaking to which it is a party or by which any of its
properties may be bound or affected; (b) consents to the amendment of the
Agreement by the Amendment; (c) acknowledges and reaffirms its obligations
owing to the Agents and the Lenders under its respective Second Amended and
Restated Guaranty Agreement dated as of October 22, 1999 (each a "Guaranty",
and collectively, the "Guaranties") and any other Loan Documents to which it is
party; and (d) agrees that the Guaranty and any other Loan Documents to which
it is a party is and shall remain in full force and effect. Although each of
the undersigned has been informed of the matters set forth herein and has
acknowledged and agreed to same, it understands that the Agents and the Lenders
have no obligation to inform it of such matters in the future or to seek its
acknowledgement or agreement to future amendments, and nothing herein shall
create such a duty. This Reaffirmation and Consent may be executed in any
number of counterparts and by different parties on separate counterparts, each
of which, when executed and delivered, shall be deemed to be an original, and
all of which, when taken together, shall constitute but one and the same
Reaffirmation and Consent. Delivery of an executed counterpart of this
Reaffirmation and Consent by telefacsimile shall be equally as effective as
delivery of an original executed counterpart of this Reaffirmation and Consent.
Any party delivering an executed counterpart of this Reaffirmation and Consent
by telefacsimile also shall deliver an original executed counterpart of this
Reaffirmation and Consent but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect
of this Reaffirmation and Consent. This Reaffirmation and Consent shall be
governed by internal laws of the State of New York as more fully set forth in
Section 5.04 of the Guaranties.
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QUEEN SAND RESOURCES, INC.,
a Delaware corporation
By: /s/ ROBERT P. LINDSAY
---------------------------------------
Robert P. Lindsay
Vice President
By: /s/ RONALD I. BENN
---------------------------------------
Ronald I. Benn
Vice President
QUEEN SAND OPERATING CO.,
a Nevada corporation
By: /s/ ROBERT P. LINDSAY
---------------------------------------
Robert P. Lindsay
Vice President
By: /s/ RONALD I. BENN
---------------------------------------
Ronald I. Benn
Vice President
CORRIDA RESOURCES, INC.,
a Nevada corporation
By: /s/ ROBERT P. LINDSAY
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Robert P. Lindsay
Vice President
By: /s/ RONALD I. BENN
---------------------------------------
Ronald I. Benn
Vice President
