EX-10.1






SIXTH AMENDMENT TO




AMENDED AND RESTATED CREDIT AGREEMENT




This SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as
of December 21, 2006, and is entered into by and among PARAMOUNT PETROLEUM CORPORATION, a Delaware
corporation (the “Borrower”), each of the financial institutions party to the Credit Agreement
referenced below (collectively the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent for
the Lenders (the “Agent”), BANK OF AMERICA, N.A., as Bank, and Banc of America Securities LLC,
solely in its capacity as sole lead arranger and book manager (“BAS”).



WHEREAS, the Borrower, the Agent, and the Lenders, among others, have entered into that
certain Amended and Restated Credit Agreement (as amended, restated, or otherwise modified from
time to time, the “Credit Agreement”), dated as of July 26, 2005;



WHEREAS, the Borrower has requested that Agent and Lenders extend the maturity date for the
loans and other credit accommodations made pursuant to the Credit Agreement to March 1, 2007. The
Agent and the Lenders have agreed to the foregoing requests, but only on the terms and conditions
set forth below.



NOW, THEREFORE, the parties hereto do hereby agree as follows:



ARTICLE I




DEFINITIONS




Section 1.1 Definitions. Initially capitalized terms used but not otherwise defined
in this Amendment have the meanings given thereto in the Credit Agreement, as amended hereby.



ARTICLE II




AMENDMENTS




Section 2.1 Amended Definition. The definition of “Stated Maturity Date” set forth in
Annex A to the Credit Agreement is hereby amended and restated to read in its entirety as follows:



“‘Stated Termination Date’ means March 1, 2007.”



ARTICLE III




FURTHER ASSURANCES




Section 3.1 Further Assurances. The Borrower agrees that, promptly upon request by
the Agent, the Borrower will execute and deliver (or cause to be executed and delivered) to the
Agent one or more amendments to the deeds of trust in favor of the Agent reflecting the extension
of the Stated Maturity Date as set forth in this Amendment, together with such endorsements to
title policies issued in favor of the Agent as the Agent may require in its discretion.



ARTICLE IV




CONDITIONS PRECEDENT




Section 4.1 Conditions Precedent. This Amendment will not be binding on the Agent and
the Lenders until the satisfaction of the following conditions precedent in form and substance
satisfactory to the Agent:




(a) The representations and warranties contained herein and in the Credit Agreement, as
amended hereby, shall be true and correct in all material respects as of the date hereof as
if made on the date hereof, except for such representations and warranties limited by their
terms to a specific date (which representations and warranties are true and correct in all
material respects as of such date);




(b) No Default or Event of Default shall have occurred and be continuing; and




(c) The Borrower shall have delivered to the Agent an executed original of this
Amendment together with all acknowledgements.



ARTICLE V




MISCELLANEOUS




Section 5.1 Acknowledgment of the Borrower; Representations and Warranties.




(a) The Borrower hereby represents and warrants that the execution and delivery of this
Amendment and compliance by the Borrower with all of the provisions of this Amendment: (i)
are within the powers and purposes of the Borrower; (ii) have been duly authorized or
approved by the Borrower; and (iii) when executed and delivered by or on behalf of the
Borrower will constitute valid and binding obligations of the Borrower, enforceable in
accordance with their terms. The Borrower reaffirms its obligation to pay all amounts due
to the Agent or the Lenders under the Loan Documents in accordance with the terms thereof,
as modified hereby.




(b) The Borrower hereby represents and warrants to the Agent and the Lenders that (i)
no Default or Event of Default has occurred and is continuing, (ii) the representations and
warranties contained herein and in the Credit Agreement, as amended hereby, are true and
correct in all material respects as of the date hereof as if made on the date hereof, except
for such representations and warranties limited by their terms to a specific date (which
representations and warranties are true and correct in all material respects as of such
date), and (iii) the Borrower is in compliance with all covenants set forth in the Credit
Agreement, as amended hereby.




(c) The Borrower hereby represents and warrants to the Agent and the Lenders that
neither the consent of the Term Loan Lenders nor of the Term Loan Agent is required under
the terms of either the Amended and Restated Intercreditor Agreement or the Term Loan
Documents in order to consummate the transactions and amendments contemplated by this
Amendment. In the alternative, if any such consent by the Term Loan Lenders or the Term
Loan Agent is required, such consent has been obtained and delivered to the Agent, in form
and substance satisfactory to the Agent, on or before the date of this Amendment.



Section 5.2 Loan Documents Unmodified. Except as otherwise specifically modified by
this Amendment, all terms and provisions of the Credit Agreement and all other Loan Documents, as
modified hereby, shall remain in full force and effect. A breach by the Borrower of the terms of
this Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement,
subject to the terms of Article 9 of the Credit Agreement, which shall apply to this Amendment,
mutatis mutandis. Nothing contained in this Amendment shall in any way impair the validity or
enforceability of the Loan Documents, as modified hereby, or alter, waive, annul, vary, affect, or
impair any provisions, conditions, or covenants contained therein or any rights, powers, or
remedies granted therein, except as otherwise specifically provided in this Amendment. Subject to
the terms of this Amendment, any lien and/or security interest granted to the Agent, for the
benefit of the Lenders, in the Collateral set forth in the Loan Documents shall remain unchanged
and in full force and effect and the Credit Agreement and the other Loan Documents shall continue
to secure the payment and performance of all of the Obligations.



Section 5.3 Parties, Successors and Assigns. This Amendment shall be binding upon and
shall inure to the benefit of the Borrower, the Agent, the Lenders, and their respective successors
and assigns.



Section 5.4 Counterparts. This Amendment may be executed in one or more counterparts
and by telecopy, 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.



Section 5.5 EFFECT OF WAIVER. NO CONSENT OR WAIVER, EXPRESS OR IMPLIED, BY THE AGENT
TO OR OF ANY BREACH OF OR DEVIATION FROM ANY COVENANT, DUTY, OR CONDITION SET FORTH IN THE CREDIT
AGREEMENT SHALL BE DEEMED A CONSENT OR WAIVER TO OR OF ANY OTHER BREACH OF OR DEVIATION FROM THE
SAME OR ANY OTHER COVENANT, DUTY, OR CONDITION. NO FAILURE ON THE PART OF THE AGENT OR ANY LENDER
TO EXERCISE, NO DELAY IN EXERCISING, AND NO COURSE OF DEALING WITH RESPECT TO, ANY RIGHT, POWER, OR
PRIVILEGE UNDER THIS AMENDMENT, THE CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT SHALL OPERATE AS A
WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER, OR PRIVILEGE UNDER
THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER, OR PRIVILEGE. THE RIGHTS AND REMEDIES
PROVIDED FOR IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE CUMULATIVE AND NOT EXCLUSIVE
OF ANY RIGHTS AND REMEDIES PROVIDED BY LAW.



Section 5.6 Headings. The headings, captions, and arrangements used in this Amendment
are for convenience only, are not a part of this Amendment, and shall not affect the interpretation
hereof.



Section 5.7 Expenses of Agent and BAS. Without limiting the terms and conditions of
the Loan Documents, the Borrower agrees to pay on demand: (a) all costs and expenses incurred by
the Agent and BAS in connection with the preparation, negotiation, and execution of this Amendment
and the other Loan Documents executed pursuant hereto and any and all subsequent amendments,
modifications, and supplements hereto or thereto, including without limitation, the costs and fees
of the Agent’s legal counsel; and (b) all costs and expenses reasonably incurred by the Agent in
connection with the enforcement or preservation of any rights under the Credit Agreement, this
Amendment, and/or the other Loan Documents, including without limitation, the costs and fees of the
Agent’s legal counsel and the costs and fees associated with any environmental due diligence
conducted in relation hereto.



Section 5.8 Choice of Law; Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, EACH OF
THE PARTIES HERETO WAIVES ITS RIGHT TO A TRIAL BY JURY, IF ANY, IN ANY ACTION TO ENFORCE, DEFEND,
INTERPRET, OR OTHERWISE CONCERNING THIS AMENDMENT. Without limiting the applicability of any other
provision of the Credit Agreement, the terms of Section 13.3 of the Credit Agreement shall
apply to this Amendment.



Section 5.9 Total Agreement. This Amendment, the Credit Agreement, and all other Loan
Documents shall constitute the entire agreement between the parties relating to the subject matter
hereof, and shall rescind all prior agreements and understandings between the parties hereto
relating to the subject matter hereof, and shall not be changed or terminated orally.



[Remainder of Page Intentionally Left Blank]




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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the day
and year first written above.



	 	 	 
	                    

                    

                    

                    

       

	 	“BORROWER”

 

PARAMOUNT PETROLEUM CORPORATION,

a Delaware corporation

 

 

By: /s/ Shai Even

Name: Shai Even

Title: Vice President and Chief Financial Officer

 

 
	 
	 	 
	                    

                    

                    

                    

       

	 	 

“AGENT”

 

BANK OF AMERICA, N.A.

 

 

By:      /s/ Todd R. Eggertsen

Name:  Todd R. Eggertsen

Title:    Vice President

 

 
	 
	 	 
	                    

                    

                    

                    

       

	 	 

“BAS”

 

BANC OF AMERICA SECURITIES LLC,

as sole lead arranger and book manager

 

 

By:      /s/ Janet Jarrett

Name:  Janet Jarrett

Title:    Principal

 

 
	 
	 	 
	                    

                    

                    

                    

       

	 	 “BANK”

 

BANK OF AMERICA, N.A.

 

 

By:      /s/ Todd R. Eggertsen

Name:  Todd R. Eggertsen

Title:    Vice President 

 

 

 

  

 

 
	 
	 	 
	                    

                    

                    

                    

       

	 	 

“LENDERS”

 

BANK OF AMERICA, N.A.

 

 

By:      /s/ Todd R. Eggertsen

Name:  Todd R. Eggertsen

Title:    Vice President

 

 

SOCIÉTÉ GÉNÉRALE

 

 

By:      /s/ Chung-Taek Oh

Name:  Chung-Taek Oh

Title:    Associate

 

 

By:      /s/ Emmanuel Chesneau

Name:  Emmanuel Chesneau

Title:    Managing Director

 

 

CITIBANK, N.A.

 

 

By:      /s/ Hillary Savoie

Name:  Hillary Savoie

Title:    Senior Vice President

 

 

 

BNP PARIBAS

 

 

By:      /s/ Jordan Nenoff

Name:  Jordan Nenoff

Title:    Director

 

 

 

By:      /s/ Richard J. Wernli

Name:  Richard J. Wernli

Title:    Director

 
	 
	 	 
	                    

                    

                    

                    

       

	 	 

NATIXIS

 

 

By:      /s/ Simon Melchior

Name:  Simon Melchior

Title:    Associate Director

 

 

By:       /s/ Vincent Lauras

Name:  Vincent Lauras

Title:    Managing Director






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The undersigned acknowledges that its consent is not required, but nevertheless does
hereby consent to the foregoing Amendment. The undersigned hereby reaffirms its obligations under
its Non-Recourse Guaranty Agreement, Pledge Agreement, and all other documents executed by it in
favor of the Agent and/or the Lenders (collectively, the “Agreements”) and acknowledges and agrees
that the Agreements remain in full force and effect and the Agreements are hereby ratified and
confirmed.



	 	 	 
	                    

                    

                    

                    

       

	 	 

ALON PARAMOUNT HOLDINGS, INC.,

a Delaware corporation

 

 

By: /s/ Shai Even

Name: Shai Even

Title: Vice President and Chief Financial Officer

 

 
	 
	 	 
	                    

                    

                    

                    

       

	 	







 
	 
	 	 






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The undersigned acknowledges that its consent is not required, but nevertheless does hereby
consent to the foregoing Amendment. The undersigned hereby reaffirms its obligations under its
Guaranty Agreement and all other documents executed by it in favor of the Agent and/or the Lenders
(collectively, the “Agreements”) and acknowledges and agrees that the Agreements remain in full
force and effect and the Agreements are hereby ratified and confirmed.



	 	 	 
	                             

                             

                             

	 	 

PARAMOUNT PETROLEUM CORPORATION OF

ARIZONA, INC.,

a Delaware corporation

 

 

By: /s/ Shai Even

Name: Shai Even

Title: Chief Financial Officer

 

 
	 
	 	 
	                             

                             

                             

	 	



 
	 
	 	 







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