Amendment No. 3 to Securities Purchase Agreement among Greka Energy Corporation, Guarantors, Purchasers, and Guggenheim Investment Management, LLC
Summary
This amendment updates the Securities Purchase Agreement originally signed on June 26, 2002, between Greka Energy Corporation, its affiliates, various guarantors, purchasers, and Guggenheim Investment Management, LLC as collateral agent. The amendment clarifies the payoff amount and sets a fixed monthly interest payment for certain notes. All other terms of the original agreement remain unchanged, and the guarantors reaffirm their obligations. The amendment is governed by New York law and is effective as of October 28, 2002.
EX-10.13 6 grekaex10-13.txt AGREEMENT EXHIBIT 10.13 AMENDMENT NO.3 TO ----------------- SECURITIES PURCHASE AGREEMENT ----------------------------- This AMENDMENT No.3 TO THE SECURITIES PURCHASE AGREEMENT, dated as of March 21, 2003, (this "Amendment") is entered into among Greka Energy Corporation, a Colorado corporation, as borrower ("Greka"), Greka Integrated, Inc., a Colorado corporation ("Greka Integrated"), and each of the entities listed as a guarantor on the signature pages hereto, as guarantors (each a "Guarantor" and collectively, the "Guarantors"), and each of the entities listed as a purchaser on the signature pages hereto (individually, a "Required Holder" and, collectively, the "Required Holders") and Guggenheim Investment Management, LLC, as collateral agent (the "Collateral Agent") (collectively the "Parties"), and amends the Securities Purchase Agreement dated as of June 26, 2002 as amended (as further amended hereby and as the same may be further amended, supplemented, or otherwise modified from time to time, the "Securities Purchase Agreement") entered into among Greka as borrower, the Guarantors, each of the entities from time to time party thereto as purchasers (individually, a "Purchaser" and, collectively, the "Purchasers") and the Collateral Agent as collateral agent. W I T N E S S E T H - - - - - - - - - - WHEREAS, on and effective October 28, 2002 Greka, the Guarantors, Required Holders, Additional Senior Subordinated Purchasers, and Collateral Agent entered into that certain Amendment No. 1 to the Securities Purchase Agreement ("AMENDMENT No.1") that provided, amongst other things, Greka to issue and sell to certain of the Purchasers, and such Purchasers to purchase from Greka secured Additional Senior Subordinated Notes; WHEREAS, pursuant to this Amendment, the parties desire to clarify the payoff amount for the Additional Senior Subordinated Notes and the fixed amount of interest thereon payable monthly; NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and in that of the Loan Documents, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. DEFINITIONS ----------- As used in this Amendment, the term "Amendment Effective Date" shall have the meaning as of October 28, 2002. All other terms shall have the meanings given thereto in the Securities Purchase Agreement, as amended. SECTION 2. AMENDMENTS. ----------- The Securities Purchase Agreement is, effective as of the Amendment Effective Date, hereby amended as follows: Section 2.16 is added to read as follows: 2.16 Payoff and Fixed Amount of Interest. Notwithstanding anything herein to the contrary, (a) Cash Interest and Additional Interest shall be payable monthly at the aggregate fixed amount of One Hundred Forty-Nine Thousand Five Hundred Thirty-One Dollars ($149,531.00), and (b) Greka may payoff as payment in full of all Obligations due in connection with the Additional Senior Subordinated Notes at any time in the amount as of the respective date set forth in Annex E hereto. SECTION 3. REFERENCE TO AND EFFECT ON LOAN DOCUMENTS. ------------------------------------------ (a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Securities Purchase Agreement to "this Agreement", "hereunder", "hereof" or words of like import, and each reference in the other Loan Documents to the Securities Purchase Agreement, shall mean and be a reference to the Securities Purchase Agreement as amended hereby. (b) The table of contents of the Securities Purchase Agreement shall be updated to incorporate the changes effected by this Amendment. (c) Except as specifically provided herein, all of the terms of the Securities Purchase Agreement and all other Loan Documents shall remain unchanged and in full force and effect. (d) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Purchaser or the Collateral Agent under the Securities Purchase Agreement or any of the Loan Documents, nor constitute a waiver of any provision of the Securities Purchase Agreement or any of the Loan Documents. (e) This Amendment constitutes a Loan Document. SECTION 4. EXECUTION IN COUNTERPARTS. -------------------------- This Amendment may be executed and delivered in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same original agreement. SECTION 5. AFFIRMATION OF GUARANTIES AND SECURITY. --------------------------------------- Each of the Guarantors hereby consents to the terms of this Amendment in its capacity as a guarantor under the Securities Purchase Agreement and each other Loan Document to which it is a party and agrees that the Obligations shall include all those Obligations which arise from time to time pursuant to the Additional Senior Subordinated Notes, this Amendment and each other Loan Document and that the terms of this Amendment shall not otherwise affect in any way its respective obligations and liabilities thereunder or under any other Loan Document to which it is a party, all of which obligations and liabilities shall remain in full force and effect and each of which are hereby reaffirmed. SECTION 6. GOVERNING LAW. This Amendment shall be interpreted, and the rights and liabilities of the parties determined, in accordance with the internal law of the State of New York. [SIGNATURE PAGES FOLLOW] 2 CREDIT PARTIES: --------------- GREKA ENERGY CORPORATION By:__________________________ Name: Randeep S. Grewal Title: President, Chief Executive Officer and Chairman WINDSOR ENERGY US CORPORATION By:__________________________ Name: Randeep S. Grewal Title: President, Chief Executive Officer and Chairman RINCON ISLAND LIMITED PARNERSHIP By: WINDSOR ENERGY US CORPORATION, its General Partner By:__________________________ Name: Randeep S. Grewal Title: President, Chief Executive Officer and Chairman GREKA CA, INC. By:__________________________ Name: Randeep S. Grewal Title: President, Chief Executive Officer and Chairman GREKA INTEGRATED, INC. By:__________________________ Name: Randeep S. Grewal Title: President, Chief Executive Officer and Chairman 3 SANTA MARIA REFINING COMPANY By:__________________________ Name: Randeep S. Grewal Title: President, Chief Executive Officer and Chairman GREKA REALTY, INC. By:__________________________ Name: Randeep S. Grewal Title: President, Chief Executive Officer and Chairman GREKA SMV, INC. By:__________________________ Name: Randeep S. Grewal Title: President, Chief Executive Officer and Chairman SABA PETROLEUM COMPANY By:__________________________ Name: Randeep S. Grewal Title: President, Chief Executive Officer and Chairman SABA PETROLEUM, INC. By:__________________________ Name: Randeep S. Grewal Title: President, Chief Executive Officer and Chairman 4 GREKA AM, INC. By:__________________________ Name: Randeep S. Grewal Title: President, Chief Executive Officer and Chairman COLLATERAL AGENT: ----------------- Guggenheim Investment Management, LLC, as Collateral Agent By: -------------------------- Name: Todd Boehly Title: Managing Director REQUIRED HOLDERS ---------------- NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE as a Required Holder By: -------------------------- Name: Todd Boehly Title: Managing Director MIDLAND NATIONAL LIFE INSURANCE COMPANY as a Required Holder By: -------------------------- Name: Todd Boehly Title: Managing Director 5 ADDITIONAL SENIOR SUBORDINATED ------------------------------ PURCHASERS: ----------- MAGMA CDO LTD. as an Additional Senior Subordinated Purchaser By: --------------------------- Name: Todd Boehly Title: Managing Director FORTWIRTH CDO LTD. as an Additional Senior Subordinated Purchaser By: --------------------------- Name: Todd Boehly Title: Managing Director ADAMS STREET CBO 1998-1, LTD. as an Additional Senior Subordinated Purchaser By: --------------------------- Name: Todd Boehly Title: Managing Director 6
