EXHIBIT 10.6(e)
FIRST AMENDMENT TO INTERCREDITOR AGREEMENT
------------------------------------------
This FIRST AMENDMENT TO INTERCREDITOR AGREEMENT is entered into as of
February 1, 2000 by and among MIDFIRST BANK ("MidFirst"), CORAL RESERVES, INC.,
an Oklahoma corporation ("Coral Reserves"), CORAL RESERVES ENERGY CORP., an
Oklahoma corporation ("Coral Energy"), CANAAN ENERGY CORPORATION, an Oklahoma
corporation, formerly known as Coral Reserves Group, Ltd. ("Canaan")
(collectively, Coral Reserves, Coral Energy and Canaan are referred to herein as
the "Coral Group"), and INDIAN OIL COMPANY, an Oklahoma corporation
("Borrower"), with respect to the following:
A. On March 31, 1999 the parties entered into an Intercreditor
Agreement providing for subordination of the Contingent Production Payment to
the MidFirst Debt.
B. Borrower has requested that MidFirst extend and increase the
principal balance of the MidFirst Debt, and the parties desire to amend the
Intercreditor Agreement in connection with such extension and increase.
NOW, THEREFORE, in consideration of the recitals and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
1. Definitions of Terms. The definitions of terms contained in the
--------------------
Intercreditor Agreement and not otherwise defined herein shall define the terms
used in this Amendment.
2. Extension and Increase. The Coral Group acknowledges and consents
----------------------
to the increase in the MidFirst Debt and the extension of the maturity date of
the MidFirst Debt, as set forth in the Second Amendment to Credit Agreement
amending the terms of the MidFirst Debt, a copy of which is attached hereto as
Exhibit A.
3. Payments. The Coral Group acknowledges and consents to the
--------
principal and interest payments on the MidFirst Debt, as set forth in the Second
Amendment to Credit Agreement.
4. Merger Agreement. The Coral Group represents and warrants that
----------------
the Merger Agreement is in full force and effect and there are no defaults or
events of default thereunder.
5. Continuance; Ratification. Except as amended by this Amendment,
-------------------------
the Intercreditor Agreement shall continue in full force and effect and is
ratified and confirmed in all respects.
IN WITNESS WHEREOF, the parties have caused this First Amendment to
Intercreditor Agreement to be duly executed as of the date first set forth
above.
INDIAN OIL COMPANY, an Oklahoma corporation
By___________________________________________
("Borrower")
CORAL RESERVES, INC., an Oklahoma corporation
By___________________________________________
CORAL RESERVES ENERGY CORP., an Oklahoma
corporation
By___________________________________________
CANAAN ENERGY CORPORATION, an Oklahoma
corporation formerly known as Coral Reserves
Group, Ltd.
By___________________________________________
("Coral Group")
MIDFIRST BANK
By___________________________________________
W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
("MidFirst")
2