EXHIBIT 10.28
Pure Resources, Inc.
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
January 31, 2001
The Chase Manhattan Bank,
as Administrative Agent, and each of the
Lenders party to the hereinafter
described Credit Agreements
RE: Credit Agreement dated as of September 29, 2000, among Pure Resources,
Inc. (the "Company"), the several lenders from time to time parties
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thereto, and The Chase Manhattan Bank ("Chase"), as Administrative
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Agent (the "364-Day Credit Agreement")
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Credit Agreement dated as of September 29, 2000, among the Company,
the several lenders from time to time parties thereto, and Chase, as
Administrative Agent (the "5-Year Credit Agreement", together with the
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364-Day Credit Agreement, the "Credit Agreements").
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Ladies and Gentlemen:
Attached hereto please find a letter dated January 15, 2001, addressed to
Xxxxxx Xxxxxxxxxxx at Xxxxx from Xxxxxxx X. Xxxxx at the Company (the "Request
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Letter"). As reflected in the Request Letter, the Company is seeking Required
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Lenders' approval to each of the waivers and consents set forth in Exhibit B to
the Request Letter under the caption "Waivers and Consents Requested", each of
which is incorporated herein by reference (the "Waivers and Consents"). All
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capitalized terms used herein as definitions, but not defined herein, are
defined in the Credit Agreements.
By signing below, the Administrative Agent and the Required Lenders hereby
evidence their consent to and approval of each of the Waivers and Consents, and
the Required Lenders hereby further evidence their consent to the Administrative
Agent granting the Waivers and Consents as contemplated in Section 10.02(b) of
each Credit Agreement.
The Company hereby acknowledges and agrees that the consent to and approval
of the Waivers and Consents by the Administrative Agent and the Required Lenders
shall not be deemed a waiver by the Lenders of any other covenant, condition or
obligation on the part of the Company or any Restricted Subsidiary under the
Credit Agreements or any other Loan Document. In addition, the foregoing consent
to and approval of the Waivers and Consents shall in no respect evidence any
commitment by the Lenders to grant any further consents or waivers of any
covenant, condition or obligation on the part of the Company or any Restricted
Subsidiary
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under the Credit Agreements or any other Loan Document. Any future waiver or
consent must be specifically agreed to in writing in accordance with Section
10.02(b) of each Credit Agreement.
This letter may be executed in multiple counterparts, all of which are
identical. Each such counterpart shall be deemed to be an original and all such
counterparts shall together constitute but one and the same instrument.
Sincerely,
PURE RESOURCES, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President, Finance, CFO
Agreed to and Accepted as of the 31st day of January, 2001.
ADMINISTRATIVE AGENT AND LENDERS
THE CHASE MANHATTAN BANK,
Individually and as Administrative
Agent
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxx
Title: Managing Director
FIRST UNION NATIONAL BANK,
Individually and as Syndication
Agent
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Vice President
BNP PARIBAS, Individually and as
Documentation Agent
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Director
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
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XXX XXXX XX XXX XXXX
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By:____________________________
Name:__________________________
Title:_________________________
BANK ONE, TEXAS, N.A.
By: /s/ Wm. Xxxx Xxxxxxx
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Name: Wm. Xxxx Xxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President and
Manager
CIBC, INC.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Executive Director
XXXXX FARGO BANK (TEXAS), N.A.
By:____________________________
Name:__________________________
Title:_________________________
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FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
THE SANWA BANK LIMITED
By:____________________________
Name:__________________________
Title:_________________________
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