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EXHIBIT 10.32
SECOND AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT AND SUPPLEMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "Second Amendment") executed effective as of October 6, 1999
(the "Effective Date"), is by and among THE HOUSTON EXPLORATION COMPANY, a
Delaware corporation ("Company"); CHASE BANK OF TEXAS, NATIONAL ASSOCIATION (in
its individual capacity, "Chase"), as agent (in such capacity, "Agent") for
each of the lenders that is a signatory hereto or which becomes a signatory
hereto and to the hereinafter described Credit Agreement as provided in Section
12.06 of the Credit Agreement (individually, together with its successors and
assigns, "Lender" and collectively, "Lenders").
R E C I T A L S
A. The Company, the Agent and the Lenders (other than the hereinafter
defined "Additional Lenders") are parties to that certain Amended and Restated
Credit Agreement dated as of March 30, 1999 (the "Credit Agreement"), pursuant
to which the Lenders agreed to make loans and issue Letters of Credit to and
for the account of the Company.
B. Bank One, Texas, N. A. and Hibernia National Bank (collectively,
the "Additional Lenders") each desire to become a Lender under the Credit
Agreement.
C. In view of the foregoing, the Company, the Agent and the Lenders
hereby agree to amend the Credit Agreement in the particulars hereinafter
provided.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration and the mutual benefits, covenants and agreements herein
expressed, the parties hereto now agree as follows:
Section 1. Certain Terms. All capitalized terms used in this Second
Amendment and not otherwise defined herein shall have the meanings ascribed to
such terms in the Credit Agreement.
Section 2. Amendments and Supplements to Credit Agreement. The Credit
Agreement is hereby amended and supplemented as follows:
2.1 Definitions.
(a) The following terms defined in Section 1.02 of the Credit
Agreement are hereby amended as follows:
(i) The term "Agreement" is hereby amended in its
entirety to read as follows:
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"Agreement" shall mean this Credit
Agreement, as amended by the First Amendment, as
further amended by the Second Amendment, and as the
same may be further amended or supplemented from time
to time.
(ii) The term "Commitment" is hereby amended in its
entirety to read as follows:
"Commitment" shall mean, as to each Lender,
the obligation of such Lender to make Loans to the
Company or of the Agent to issue, reissue, renew or
extend Letters of Credit on behalf of such Lender for
the account of the Company, in an aggregate amount at
any one time outstanding equal to the amount set
forth opposite such Lender's name on Schedule I
attached to the Second Amendment (as the same may be
reduced or increased from time to time pursuant to
Section 2.03 hereof); provided, however, the total
Commitments of all Lenders shall be subject to the
Borrowing Base pursuant to the terms of this
Agreement including, without limitation, Sections
2.01(a) and (b).
(iii) The Term "Threshold Amount" is hereby amended
in its entirety to read as follows:
"Threshold Amount" shall mean (i) during the
period from and including the Effective Date of the
Second Amendment to and including the date of the
redetermination of the Borrowing Base scheduled to
occur March 1, 2000, $175,000,000, and (ii)
thereafter, the amount equal to the Borrowing Base.
(b) Section 1.02 of the Credit Agreement is hereby
supplemented, where alphabetically appropriate, with the addition of
the following definition:
"Second Amendment" shall mean that certain Second
Amendment to Amended and Restated Credit Agreement dated
effective as of October 6, 1999, between the Company, the
Agent and the Lenders.
2.2 Prepayments. Section 2.08(b) of the Credit Agreement is
hereby amended to provide that, notwithstanding anything to the
contrary contained in Section 2.08(b), if on December 21, 1999, the
sum of the outstanding aggregate principal amount of the Loans and the
LC Exposure exceeds the lesser of the then effective Borrowing Base or
the aggregate amount of the Commitments, then the Company shall
immediately pay or prepay the amount of such excess amount for
application first, towards the reduction of all amounts previously
drawn under Letters of Credit, but not yet funded as a Revolving
Credit Loan pursuant to Section 4.07(b) or reimbursed, second, if
necessary, towards reduction of the outstanding principal balance of
the Notes by prepaying Base Rate Loans, if any, then outstanding, and
third, if necessary, at the election of the Company, either toward a
reduction of the
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outstanding principal balance of the Notes by prepaying Fixed Rate
Loans, if any, then outstanding or by paying such amount to the Agent
as cash collateral for outstanding Letters of Credit, which amount
shall be held by the Agent as cash collateral to secure the Company's
obligation to reimburse the Agent and the Lenders for drawing under
the Letters of Credit.
2.3 MarketSpan Credit Facility. Section 8.07 of the Credit
Agreement is hereby amended in its entirety to read as follows:
"Section 8.07 MarketSpan Credit Facility. The
Company shall maintain an unused and available commitment
under the MarketSpan Credit Facility equal to or greater than
$65,000,000 until (i) such time as the Borrowing Base is
equal to the Threshold Amount, (ii) such time as any and all
prepayments required under Section 2.08(b) have been made in
full, and (iii) such time as no Default exists hereunder."
2.4 Debt. Schedule 9.01 attached to the Credit Agreement is
hereby amended and restated in its entirety to read as set forth on
Schedule 9.01 attached to this Second Amendment and made a part hereof
for all purposes.
2.5 Amendment, Etc. Section 12.04 of the Credit Agreement is
hereby amended in its entirety to read as follows:
"Section 12.04 Amendments, Etc. Any provision of
this Agreement or any other Security Instruments may be
amended, modified or waived with the Majority Lenders'
written consent; provided that no amendment, modification or
waiver which (i) extends the maturity of the Loans shall be
effective without the written consent of each Lender directly
affected thereby, (ii) releases all or substantially all of
the collateral or the obligations of the Company or any
Guarantor shall be effective without the written consent of
all Lenders, (iii) modifies or waives the payment of any
principal, interest, fees or other amount due hereunder or
under the Notes or any Letter of Credit or Letter of Credit
Agreement to any Lender shall be effective without the
written consent of such Lender, (iv) modifies or reduces the
total Commitments of all of the Lenders shall be effective
without the written consent of all Lenders, (v) modifies or
reduces the Commitment of any Lender shall be effective
without the written consent of such Lender, (vi) decreases
the interest rate applicable to the Loans shall be effective
without the written consent of each Lender directly affected
thereby, (vii) decreases the amount of any fees due to any
Lender (or the Agent for the benefit of the Lenders)
hereunder shall be effective without the written consent of
each Lender directly affected thereby, or (viii) modifies or
waives any provision of this Agreement requiring the vote of
100% of the Lenders shall be effective without the written
consent of all Lenders; provided further that no such
agreement shall amend, modify or otherwise affect the rights
or duties of the Agent hereunder without the prior written
consent of the Agent. The
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Company's written agreement is needed for any amendment or
modification of this Agreement or any other Security
Instrument."
Section 3. Borrowing Base; Threshold Amount. Notwithstanding anything
to the contrary contained in the Credit Agreement including, without
limitation, the provisions of Section 2.09:
(a) The amount of the Borrowing Base shall be (i)
$240,000,000 for the period from and including the Effective Date of
this Second Amendment to but not including December 21, 1999, and (ii)
$175,000,000 for the period from and including December 21, 1999 to
but not including March 1, 2000, at which time the Borrowing Base
shall be redetermined in accordance with Section 2.09 of the Credit
Agreement.
(b) Any unscheduled redetermination of the Borrowing Base
which occurs before December 21, 1999, must be approved by all of the
Lenders.
Section 4. Conditions. In addition to any and all other applicable
conditions precedent contained in Article VI of the Credit Agreement, this
Second Amendment shall become binding upon receipt by the Agent of the
following documents, each of which shall be satisfactory to the Agent in form
and substance:
(a) Counterparts of this Second Amendment duly executed by
the Company.
(b) A Note, in the face amount of $15,000,000, duly completed
and executed by the Company and payable to the order of Bank One,
Texas, N.A.
(c) A duly completed and executed Assignment and Acceptance
between Chase and Hibernia National Bank.
(d) A Note, in the face amount of $10,000,000, duly completed
and executed by the Company and payable to the order of Hibernia
National Bank.
(e) A Note, in the face amount of $40,000,000, duly completed
and executed by the Company and payable to the order of Chase Bank of
Texas, National Association.
(f) Such other documents as the Agent or its counsel may
reasonably request.
Section 5. Extent of Amendments. The parties hereto hereby acknowledge
and agree that, except as specifically supplemented and amended, changed or
modified hereby, the Credit Agreement shall remain in full force and effect in
accordance with its terms.
Section 6. Reaffirmation. The Company hereby reaffirms that as of the
date of this Second Amendment, the representations and warranties made by the
Company in Article VII of the Credit Agreement are true and correct on the date
hereof as though made on and as of the date of this Second Amendment.
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Section 7. Governing Law. This Second Amendment shall be governed by,
and construed in accordance with, the laws of the State of Texas.
Section 8. Counterparts. This Second Amendment may be executed in two
or more counter parts, and it shall not be necessary that the signatures of all
parties hereto be contained on any one counterpart hereof; each counterpart
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
Section 9. Final Agreement. THE CREDIT AGREEMENT, AS AMENDED HEREBY,
THIS SECOND AMENDMENT, THE NOTES AND THE SECURITY INSTRUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN OR ORAL AGREEMENTS BETWEEN THE PARTIES.
[SIGNATURE PAGES BEGIN ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed effective as of the date first above written.
COMPANY:
THE HOUSTON EXPLORATION
COMPANY
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
Business Development
Finance and Treasurer
Address: 0000 Xxxxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telecopier No.: 713/830-6885
Telephone No.: 713/000-0000
[Second Amendment to Amended and
Restated Credit Agreement
Signature Page 1]
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LENDERS AND AGENTS:
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, individually as a Lender and
as Administrative Agent
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Applicable Lending Office for Base Rate
Loans:
Address: 000 Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Applicable Lending Office for Fixed Rate
Loans:
Address: 000 Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Telecopier: 713/216-8870
Telephone: 713/000-0000
Address for Notices:
Loan and Agency Services
The Chase Manhattan Bank
1 Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: 212/552-7490
Telephone No.: 212/000-0000
Attention: Xxxxxxx Xxxxxxx
[Second Amendment to Amended and
Restated Credit Agreement
Signature Page 2]
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XXX XXXX XX XXXX XXXXXX,
individually as a Lender and as
Syndication Agent
By: /s/ A.S. Xxxxxxxxxx
-------------------------------------
Name: A.S. Xxxxxxxxxx
Title: Sr. Team Leader Loan Operations
Applicable Lending Office for Base Rate
Loans:
Address: 000 Xxxxxxxxx Xxxxxx X.X.
Xxxxx 0000
Xxxxxxx XX 00000
Applicable Lending Office for Fixed Rate
Loans:
Address: 000 Xxxxxxxxx Xxxxxx X.X.
Xxxxx 0000
Xxxxxxx XX 00000
Address for Notices:
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telecopier No.: 713/752-2425
Telephone No.: 713/000-0000
Attention: Xxxx Xxxxxxxx
with a copy to:
Address: 000 Xxxxxxxxx Xxxxxx X.X.
Xxxxx 0000
Xxxxxxx XX 00000
Telecopier: 404/888-8998
Telephone: 404/000-0000
Attention: Xxxxxxx Xxxxxx
[Second Amendment to Amended and
Restated Credit Agreement
Signature Page 3]
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FIRST UNION NATIONAL BANK,
Individually as a Lender and as
Documentation Agent
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
Applicable Lending Office for Base Rate
Loans:
Address: 000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Applicable Lending Office for Fixed Rate
Loans:
Address: 000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Address for Notices:
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Telecopier: 713/650-6354
Telephone No. 713/000-0000
Attention: Xxx Xxxxxxxxx
with a copy to:
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Telecopier: 713/650-6354
Telephone No. 713/000-0000
Attention: Xxxxxx Xxxxx
[Second Amendment to Amended and
Restated Credit Agreement
Signature Page 4]
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PNC BANK NATIONAL ASSOCIATION,
Individually as a Lender and as Managing
Agent
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Applicable Lending Office for Base Rate
Loans:
Address: 000 Xxxxx Xxxxxx, 0xx Xxxxx
Mail Stop P1-XXXX-03-1
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Applicable Lending Office for Fixed Rate
Loans:
Address: 000 Xxxxx Xxxxxx, 0xx Xxxxx
Mail Stop P1-XXXX-03-1
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Address for Notices:
000 Xxxxx Xxxxxx, 0xx Xxxxx
Mail Stop P1-XXXX-03-1
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Telecopier: 412/762-2571
Telephone No. 412/000-0000
Attention: Xxx Xxxxxxxx
with a copy to:
000 Xxxxxxx Xxxxxx
Mail Stop P2-PTPP-03-1
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Telecopier: 412/762-5271
Telephone No. 412/000-0000
Attention: Xxxxxxxxx Xxxxxxxx
[Second Amendment to Amended and
Restated Credit Agreement
Signature Page 5]
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COMERICA BANK - TEXAS
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
Applicable Lending Office for Base Rate
Loans:
Address: 0000 Xxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxx 00000
Applicable Lending Office for Fixed Rate
Loans:
Address: 0000 Xxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxx 00000
Address for Notices:
0000 Xxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxx 00000
Telecopier: 214/969-6561
Telephone No. 214/000-0000
Attention: Xxxxxx X. Xxxxxx
with a copy to:
Livonia Operations Center
00000 Xxx Xxxx Xxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Telecopier: 734/632-7050
Telephone No. 734/000-0000
Attention: Xxxxx Xxx
[Second Amendment to Amended and
Restated Credit Agreement
Signature Page 6]
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XXX XXXX XX XXX XXXX
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Applicable Lending Office for Base Rate
Loans:
Address: One Wall Street
Energy Division, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: 212/635-7924
Telephone No.: 212/000-0000
Attention: Xxxxx D'Xxxxx
Applicable Lending Office for Fixed Rate
Loans:
Address: One Wall Street
Energy Division, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: 212/635-7924
Telephone No.: 212/000-0000
Attention: Xxxxx D'Xxxxx
Address for Notices:
The Bank of New York
One Wall Street
Energy Division, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopier No.: 212/635-7924
Telephone No.: 212/000-0000
Attention: Xxxxx D'Xxxxx
[Second Amendment to Amended and
Restated Credit Agreement
Signature Page 7]
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with a copy to:
Address:
The Bank of New York
One Wall Street
Energy Division, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopier No.: 212/635-7924
Telephone No.: 212/000-0000
Attention: Xxxxx Xxxxxx
[Second Amendment to Amended and
Restated Credit Agreement
Signature Page 8]
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NATEXIS BANQUE
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Group Manager
By: /s/ N. Xxxx Bitges
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Name: N. Xxxx Bitges
Title: Vice President
Applicable Lending Office for Base Rate
Loans:
Address: 000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx
Telecopier No.:212/872-5045
Applicable Lending Office for Fixed Rate
Loans:
Address: 000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx
Telecopier No.:212/872-5045
Address for Notices:
Natexis Banque, Southwest
Representative Xxxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telecopier No.: 713/759-9908
Telephone No.: 713/000-0000
Attention: Xxxxx XxXxxxxxxx
with a copy to:
Address:
Natexis Banque, New York Branch
000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx
Telecopier No.: 212/872-5045
Attention: Xxxx Xxxxxxx
and
[Second Amendment to Amended and
Restated Credit Agreement
Signature Page 9]
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Xxxxxxx Xxxxxx, Xxxxxxxxx
Representative Xxxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telecopier No.: 713/759-9908
Telephone No.: 713/000-0000
Attention: Xxxx X. Xxxxxxxx
[Second Amendment to Amended and
Restated Credit Agreement
Signature Page 10]
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XXXX XXX, XXXXX, N.A.
By: /s/ Xxxxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Vice President
Applicable Lending Office for Base Rate
Loans:
Address: 910 Xxxxxx, TX2-4330
Xxxxxxx, Xxxxx 00000
Applicable Lending Office for Fixed Rate
Loans:
Address: 910 Xxxxxx, TX2-4330
Xxxxxxx, Xxxxx 00000
Address for Notices:
Bank One Center
910 Xxxxxx, TX2-4330
Xxxxxxx, Xxxxx 00000
Telecopier No.: 713/751-3544
Telephone No.: 713/000-0000
Attention: Xxxxxxxxx Xxxxx
with a copy to:
Address: Bank One Center
910 Xxxxxx, TX2-4375
Xxxxxxx, Xxxxx 00000
Telecopier No.: 713/751-3982
Telephone No.: 713/000-0000
Attention: Xxxxxx Xxxxxx
and
[Second Amendment to Amended and
Restated Credit Agreement
Signature Page 11]
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Address: 500 Xxxxxxxxxxxx
West Complex PG6
Xxxx Xxxxx, Xxxxx 00000
Telecopier No.: 817/884-4651
Telephone No.: 817/000-0000
Attention: Xxxxx Xxxxxxx
[Second Amendment to Amended and
Restated Credit Agreement
Signature Page 12]
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HIBERNIA NATIONAL BANK
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
Applicable Lending Office for Base Rate
Loans:
Address: 000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Applicable Lending Office for Fixed Rate
Loans:
Address: 000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Address for Notices:
000 X. Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Telecopier No.: 318/268-4566
Telephone No.: 318/000-0000
Attention: Xxxxx Xxxx
with a copy to:
Address: 000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Telecopier No.: 504/533-5434
Telephone No.: 504/000-0000
Attention: Xxxxxxx Xxxxxx
[Second Amendment to Amended and
Restated Credit Agreement
Signature Page 13]
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and
Address: 000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Telecopier No.: 504/533-5434
Telephone No.: 504/000-0000
Attention: Xxxxxxxx Xxxx Xxxxxx
[Second Amendment to Amended and
Restated Credit Agreement
Signature Page 14]
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SCHEDULE I
COMMITMENTS
Lender Commitment
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Chase Bank of Texas, National Association $ 40,000,000
The Bank of Nova Scotia $ 40,000,000
First Union National Bank $ 35,000,000
PNC Bank National Association $ 35,000,000
Comerica Bank - Texas $ 25,000,000
The Bank of New York $ 25,000,000
Natexis Banque $ 25,000,000
Bank One, Texas, N.A. $ 15,000,000
Hibernia National Bank $ 10,000,000
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TOTAL $250,000,000
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THE HOUSTON EXPLORATION COMPANY
DEBT
SCHEDULE 9.01
None other than:
(a) Debt under the MarketSpan Credit Facility; and
(b) Debt evidenced by the Company's 8 5/8% Senior Subordinated
Notes Due 2008, Series B ($100,000,000 in aggregate principal
amount outstanding) issued by the Company in exchange for its
8 5/8% Senior Subordinated Notes Due 2008, Series A.
