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EXHIBIT 4(c)
FIRST AMENDMENT
FIRST AMENDMENT, dated as of March 15, 1999 (this "Amendment"), to the
Revolving Credit Agreement, dated as of July 28, 1998 (the "Credit Agreement"),
among XXXXXXXX ENERGY & DEVELOPMENT CORP., a Texas corporation (the "Borrower"),
the several banks and other financial institutions or entities from time to time
parties thereto (the "Lenders"), including each of THE CHASE MANHATTAN BANK and
CHASE MANHATTAN BANK DELAWARE in their respective capacities as Issuing Lender,
THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative
agent ("Administrative Agent"), PNC BANK, NATIONAL ASSOCIATION, a national
banking association, as syndication agent (the "Syndication Agent") and
NATIONSBANK, N.A., a national banking association, as documentation agent (the
"Documentation Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower; and
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Required Lenders have agreed, that certain provisions of the
Credit Agreement be amended in the manner provided for in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. Defined Terms. Terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.
II. Amendments to Credit Agreement.
1. Amendment to Subsection 6.3. Subsection 6.3 of the Credit Agreement
is hereby amended by deleting the amount "$330,000,000" appearing therein and
substituting, in lieu thereof, the amount "$275,000,000."
2. Amendment to Schedule 1. Schedule 1 to the Credit Agreement is
hereby amended by deleting said Schedule in its
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entirety and substituting in lieu thereof a new Schedule 1 in the form set forth
in Annex A to this Amendment.
III. Conditions to Effectiveness. This Amendment shall become effective
as of (and the new Schedule 1 shall take effect on) March 15, 1999 subject to
the Administrative Agent receiving the following:
1. counterparts hereof executed by the Borrower, the Lenders and the
Administrative Agent,
2. resolutions of the Borrower in form and substance satisfactory to
the Administrative Agent authorizing the execution, delivery and performance of
this Amendment and
3. for the account of each Lender executing this Amendment no later
than March 15, 1999 a fee paid of .125% of such Lender's Commitment.
IV. General.
1. Representation and Warranties. To induce the Administrative Agent
and the Lenders parties hereto to enter into this Amendment, the Borrower hereby
represents and warrants to the Administrative Agent and all of the Lenders as of
the date hereof that the representations and warranties made by the Borrower in
the Credit Agreement are true and correct in all material respects on and as of
such date, after giving effect to the effectiveness of this Amendment, as if
made on and as of such date.
2. Payment of Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with this Amendment, any other documents prepared in
connection herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
3. No Other Amendments; Confirmation. Except as expressly amended,
modified and supplemented hereby, the provisions of the Credit Agreement and the
Credit Documents are and shall remain in full force and effect.
4. Governing Law; Counterparts. This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.
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(b) This Amendment may be executed by one or more of the parties to
this Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Administrative Agent. This Amendment
may be delivered by facsimile transmission of the relevant signature pages
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
XXXXXXXX ENERGY & DEVELOPMENT CORP.
By:
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Name:
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent, an Issuing
Lender and a Lender
By:
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Name:
Title:
NATIONSBANK, N.A., as
Documentation Agent and as a
Lender
By:
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Name:
Title:
PNC BANK, NATIONAL ASSOCIATION, as
Syndication Agent and as a Lender
By:
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Name:
Title:
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CHASE MANHATTAN BANK DELAWARE, as
an Issuing Lender
By:
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Name:
Title:
BANK ONE, TEXAS, N.A., as a Lender
By:
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Name:
Title:
ABN AMRO BANK N.V., HOUSTON AGENCY,
as a Lender
By:
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Name:
Title:
BANK OF TOKYO-MITSUBISHI, LTD.,
HOUSTON AGENCY, as a Lender
By:
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Name:
Title:
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XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION, as a Lender
By:
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Name:
Title:
THE BANK OF NOVA SCOTIA, as
a Lender
By:
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Name:
Title:
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ANNEX A
to First Amendment
"Schedule 1
to Credit
Agreement
The Applicable Margin, Letter of Credit Commission Rate and Commitment Fee Rate
will be based on ratings (the "Bond Rating") of the Borrower's senior unsecured
debt by Standard & Poor's Ratings Group ("S&P") and Xxxxx'x Investors Service
Inc. ("Moody's"). Any change in such margins and fees resulting from a change in
the Bond Rating shall be effective immediately. The figures below are in
percentages.
==========================================================================================================
Xxxxx 0 Xxxxx 0 Xxxxx 0 Xxxxx 0 Xxxxx 5
Rating S&P/Moody's* BBB+/ BBB/ BBB-/ BB+/ BB/
Baa1 or Xxx0 Xxx0 Xx0 Xx0 or
higher lower
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Letter of Credit Commission Rate** .50 .70 .875 1.125 1.375
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Applicable Margin-Eurodollar Loans** .50 .70 .875 1.125 1.375
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Applicable Margin-ABR Rate Loans** 0 0 0 .125 .375
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Commitment Fee Rate .125 .15 .225 .30 .375
==========================================================================================================
* In the event such Bond Ratings fall within different Levels, the
foregoing will be based on the higher of the two Bond Ratings, provided
that if the higher (i.e. lower numbered) Level shall be two or more
Levels higher than the lower Level, the Level immediately below such
higher Level shall govern. In the event no Bond Rating is in effect,
Level 5 shall govern.
** On any date, when the Aggregate Outstanding Extension of Credit of the
Lenders exceeds 33 1/3% of the Commitments of the Lenders then in
effect, the Letter of Credit Commission Rate, the Applicable
Margin-Eurodollar Loans and the Applicable Margin-ABR Rate Loans
(Levels 4 and 5) set forth above will each be deemed automatically
increased by .125%."
