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EXHIBIT 10(cc)
EXECUTION COPY
AMENDMENT NO. 8 TO AMENDED
AND RESTATED CREDIT AGREEMENT
AMENDMENT dated as of March 13, 1997 among AMERICAN EXPLORATION COMPANY
(the "Company"), the BANKS listed on the signature pages hereof (the "Banks"),
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent"), and BANK OF
MONTREAL, as Co-Agent (the "Co-Agent").
W I T N E S S E T H :
WHEREAS, the Company has heretofore entered into an Amended and Restated
Credit Agreement dated as of December 21, 1994 with the banks signatory
thereto, the Agent and the Co-Agent, as amended by Amendment No. 1 dated as of
February 16, 1995, Amendment No. 2 dated as of May 2, 1995, Amendment No. 3
dated as of January 19, 1996, Amendment No. 4 dated as of June 5, 1996,
Amendment No. 5 dated as of September 27, 1996, Amendment No. 6 dated as of
October 15, 1996 and Amendment No. 7 dated as of October 15, 1996 (as so
amended, the "Agreement"); and
WHEREAS, the Continuing Banks (as defined below) desire to assign a
portion of their Commitments and of their Loans to the New Bank (as defined
below) and the New Bank desires to assume such portion of the Commitments and
acquire such portion of the Loans; and
WHEREAS, the Company desires to consent to such assignment and
assumption; and
WHEREAS, the parties hereto wish to document such assignment, assumption
and consent in the form of an Amendment to the Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
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SECTION 1. Definitions; References. (a) Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby. The term "Notes" defined in the Agreement shall
include from and after the date hereof the New Note (as defined below).
(b) Each of the following terms shall have the meaning given to such
term for purposes of this Amendment:
"Continuing Bank" means each Bank party to the Agreement other
than a New Bank.
"New Bank" means the party listed on the signature pages hereof
as a "New Bank."
"New Note" means the Note issued hereunder to the New Bank.
SECTION 2. Changes in Commitments. (A) On the date this Amendment
becomes effective in accordance with Section 4, each Continuing Bank shall
assign and sell, and by its execution and delivery hereof each Continuing Bank
does, subject to the effectiveness hereof, hereby assign and sell such portion
of the loans and liabilities held by such Continuing Bank under the Agreement
and the rights of such Continuing Bank under the Agreement to the New Bank as
may be necessary in order that, after giving effect thereto, the loans and
liabilities under the Agreement shall be held by the Banks in proportion to
their Commitments set forth on the signature pages of this Amendment, and the
New Bank shall accept, and by its execution and delivery hereof the New Bank
hereby does, subject to the effectiveness hereof, accept such assignment and in
consideration thereof the New Bank shall pay to the Agent for the account of
each Continuing Bank on the date of effectiveness hereof an amount equal to the
aggregate principal amount of the loans of such Continuing Bank transferred as
aforesaid on the date of effectiveness hereof. The foregoing assignment shall
be without any representation or warranty on the part of and without recourse
to the Continuing Banks. Commitment fees and interest accrued before the date
of effectiveness hereof are for the account of the Continuing Banks in
proportion to their Commitments before giving effect to this Amendment and such
fees and interest accruing
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on and after the date of effectiveness hereof are for the account of the Banks
in proportion to their Commitments after giving effect to this Amendment. Each
of the Banks agrees that if it receives any amount under the Agreement which is
for the account of another Bank, it shall receive the same for the account of
such other Bank to the extent of such other Bank's interest therein and
promptly pay the same to such other Bank.
(B) On the date this Amendment becomes effective in accordance with
Section 8, the following transactions shall occur simultaneously:
(i) the New Bank shall become a Bank party to the Agreement with
a Commitment as set forth on the signature pages hereof;
(ii) the Commitments of the Continuing Banks shall be as set
forth on the signature pages hereof;
(iii) each Bank shall have a participation in any Letter of
Credit and the related Letter of Credit Liabilities in the proportion its
Commitment bears to the aggregate Commitments as set forth on the signature
pages hereof.
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts; Effectiveness. This Amendment may be signed
in any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective upon receipt by the Agent
of: (i) duly executed counterparts hereof signed by the Company, each of the
Banks and the Co-Agent (or, in the case of any party as to which an executed
counterpart shall not have been received, the Agent shall have received
telegraphic, telex or other written confirmation from such party of execution
of a counterpart hereof by such party), (ii) a duly executed New Note, dated on
or before the date of effectiveness hereof and otherwise in compliance with
Section 2.03 of the Agreement, (iii) all documents or opinions the Agent may
reasonably request relating to the existence of the Company, its Subsidiaries
and the Partnerships, the corporate authority for and the validity of the
Financing Documents, title to the Mortgaged Properties, and any other matters
relevant hereto, all in form and substance satisfactory to the Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
AMERICAN EXPLORATION COMPANY
By: /s/ XXXX X. XXXXX
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Senior Vice President and Chief Financial
Officer
Commitments
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$37,500,000 XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ XXXX XXXXXXXXX
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Title: Vice President
$37,500,000 BANK OF MONTREAL, as a Bank and
as a Co-Agent
By: /S/ XXXXXX X. XXXXXXX
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Title: Director, U.S. Corporate Banking
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$25,000,000 BANQUE PARIBAS
By: /s/ XXXXXX X. XXXXXXXX
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Title: Group Vice President
By: /s/ XXXXXXX X. XXXXXXX
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Title: Vice President
New Bank
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$25,000,000 BANK ONE TEXAS, N.A.
By: /s/ XXXXXXX XXXXXXXXX-XXXXX
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Title: Vice President
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$125,000,000 XXXXXX GUARANTY TRUST COMPANY
============ OF NEW YORK, as Agent
By: /s/ XXXX XXXXXXXXX
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Title: Vice President
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