Exhibit 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (this "Amendment") dated as of
May 24, 2002, is by and among VINTAGE PETROLEUM, INC., a Delaware corporation
(the "Borrower"), each Lender (as defined in the Credit Agreement referred to
below), BANK OF MONTREAL, acting through certain of its U.S. branches or
agencies, individually and as administrative agent (in such capacity, together
with its successors in such capacity, the "Agent"), Deutsche Bank Trust Company
Americas, as syndication agent, and Fleet National Bank, Societe Generale and
The Bank of New York, as co-documentation agents.
R E C I T A L S:
WHEREAS, the Borrower, each Lender then a party, the Agent and the
Issuer have heretofore entered into that certain Credit Agreement dated as of
May 2, 2002 (the "Credit Agreement") pursuant to which the Lenders have agreed
to make revolving loans available to, and to participate in letters of credit
for the benefit of, the Borrower upon the terms and provisions stated therein;
and
WHEREAS, the Borrower has requested that the Credit Agreement be
amended to allow Deutsche Bank Trust Company Americas ("Deutsche Bank"), Fleet
National Bank ("Fleet"), Societe Generale ("SocGen"), The Bank of New York
("BNY"), Credit Lyonnais New York Branch ("Credit Lyonnais"), Citicorp USA, Inc.
("Citicorp"), Bank of Oklahoma, N.A. ("BOK"), Fortis Capital Corp. ("Fortis"),
Union Bank of California, N.A. ("UBOC"), and Local Oklahoma Bank, N.A. ("Local
Bank"), to become "Lenders" party to the Credit Agreement, as set forth herein;
and
WHEREAS, the Borrower has requested that the Credit Agreement be
amended to allow Deutsche Bank to become Syndication Agent under the Credit
Agreement and to allow Fleet, SocGen and BNY to become Co-Documentation Agents
under the Credit Agreement, as set forth herein; and
WHEREAS, subject to the terms and conditions of this Amendment, the
Lenders (including Deutsche Bank, Fleet, SocGen, BNY, Credit Lyonnais, Citicorp,
BOK, Fortis, UBOC and Local Bank), the Agent, the Syndication Agent, the
Co-Documentation Agents and the Issuer are willing to enter into this Amendment;
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used in this Amendment, to
the extent not otherwise defined herein, shall have the same meaning as in the
Credit Agreement.
Section 2. Amendments to Credit Agreement. The Credit Agreement is
hereby amended as follows:
(a) The definitions of "Borrowing Base Debt" and "Revolving Loan Letter
of Credit" in Section 1.1 of the Credit Agreement are hereby amended and
restated in their entirety to provide as follows:
"Borrowing Base Debt" means, at any date of determination with respect
to the Borrower and its Subsidiaries, all Indebtedness for borrowed
money (including the Loans under this Agreement), all obligations
evidenced by bonds, debentures, notes or other similar instruments, and
all obligations, contingent or otherwise, relative to the face amount
of all Letters of Credit and Other Letters of Credit, whether or not
drawn, at such date, but shall not include (i) Indebtedness pursuant to
the Senior Notes, (ii) Subordinated Debt, (iii) Indebtedness permitted
by clauses (o) and (q) of Section 7.2.2, (iv) Non-Recourse
Indebtedness, (v) Indebtedness of any Subject Subsidiary or (vi) any
Contingent Liability of the Borrower (other than for borrowed money
permitted by clause (m) of Section 7.2.2).
"Revolving Loan Letter of Credit" means a Standby Letter of Credit or a
Documentary Letter of Credit in such form as may be mutually agreed
upon by Borrower and the applicable Issuer and issued pursuant to
Section 2.1.3, provided that each Revolving Loan Letter of Credit shall
be denominated in Dollars.
(b) Sections 2.7.1 and 2.7.2 of the Credit Agreement are hereby amended
and restated in their entirety to provide as follows:
SECTION 2.7.1 Annual Scheduled Determinations of the Borrowing Base.
Promptly after December 31 of each calendar year commencing December
31, 2002, and in any event prior to April 1 of the following calendar
year, the Borrower shall furnish to the Agent and each Lender a report
in form and substance satisfactory to the Agent, prepared or audited by
the Independent Engineers, which report shall be dated as of December
31st of such calendar year and shall set forth the proven and producing
oil and gas reserves attributable to the Oil and Gas Properties and a
projection of the rate of production and net operating income with
respect thereto, as of such date, and a projection of the rate of
production and net operating income with respect thereto, as of such
date. Upon receipt of such report relating to the Oil and Gas
Properties, the Agent shall make a determination within 25 days of the
receipt of such report of the amount of Borrowing Base Debt which the
Borrower may maintain (herein as determined and redetermined from time
to time and in effect on any date called the "Borrowing Base") on
account of such reserves as of such December 31st, subject to the
approval of the Applicable Lenders as provided in this Section, and
upon such determination the Agent
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shall promptly notify the Lenders in writing of the determination of
the Borrowing Base. The determination of the Borrowing Base made by the
Agent shall be so made by the Agent in the exercise of its sole
discretion in accordance with the Agent's customary practices and
standards for oil and gas loans. The Applicable Lenders may approve the
Agent's determination of the Borrowing Base by written notice to the
Agent within 15 days of the Agent's notification of its determination
of the new Borrowing Base. Any Lender that fails to respond to such
recommendation made by the Agent pursuant to this Section within such
15 days, shall be deemed to have approved such recommendation. If the
Applicable Lenders fail to approve a determination of the Borrowing
Base made by the Agent pursuant to this Section within such 15 days,
then the Lenders shall submit to the Agent in writing within 5 days of
the end of such 15 day period their respective recommendation for such
redetermined Borrowing Base in accordance with their respective
customary practices and standards for oil and gas loans, whereupon the
Agent shall designate the Borrowing Base at the largest amount
recommended by the Applicable Lenders; provided, however, that it is
expressly understood that the Lenders and Agent have no obligation to
agree upon or designate the Borrowing Base at any particular amount.
SECTION 2.7.2 Semi-Annual Scheduled Determination of the Borrowing
Base. In addition, within ninety (90) days after each June 30
(commencing June 30, 2002) the Borrower will make available for review
by the Agent monthly production data for each property included within
the Oil and Gas Properties for the six (6) month period preceding such
date together with the Borrower's projection of the rate of production
and net operating income for such properties (in the aggregate). Also
to be made available are the reserves, projected rate of income and net
operating income on (i) any Oil and Gas Properties which were developed
by the Borrower subsequent to the preceding December 31 and which are
to be included in the Borrowing Base. Upon the receipt of a report
relating to the Oil and Gas Properties, the Agent shall make a
determination within 25 days of the receipt of such report of the
Borrowing Base as of the preceding June 30. The determinations of the
Borrowing Base shall be made in the same manner and be subject to the
same approvals as prescribed with respect to the annual redetermination
as set forth in Section 2.7.1, and likewise the Agent shall communicate
the results of each such determination to the Lenders. The Applicable
Lenders may approve the determination of the Borrowing Base by written
notice to the Agent within 15 days of the Agent's notification of its
determination of the new Borrowing Base. Any Lender that fails
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to respond to such recommendation made by the Agent pursuant to this
Section within such 15 days, shall be deemed to have approved such
recommendation. If the Applicable Lenders fail to approve a
determination of the Borrowing Base made by the Agent pursuant to this
Section within such 15 days, then the Lenders shall submit to the Agent
in writing within 5 days of the end of such 15 day period their
respective recommendation for such redetermined Borrowing Base in
accordance with their respective customary practices and standards for
oil and gas loans, whereupon the Agent shall designate the Borrowing
Base at the largest amount recommended by the Applicable Lenders;
provided, however, that it is expressly understood that the Lenders and
Agent have no obligation to agree upon or designate the Borrowing Base
at any particular amount.
(c) Section 3.3.3 of the Credit Agreement is hereby amended by
inserting the following new sentence at the end of the existing Section
3.3.3:
Such fees in respect of Letters of Credit shall be payable by the
Borrower in arrears on each Quarterly Payment Date, commencing on June
1, 2002, and ending on the Revolving Period Commitment Termination
Date.
(d) Section 8.1.2 of the Credit Agreement is hereby amended and
restated in its entirety to provide as follows:
SECTION 8.1.2 Breach of Warranty. Any representation or warranty of the
Borrower or any Subsidiary of the Borrower made or deemed to be made
hereunder or in any other Loan Document to which the Borrower or such
Subsidiary is a party or any other writing or certificate furnished by
or on behalf of the Borrower or such Subsidiary to the Agent or any
Lender for the purposes of or in connection with this Agreement or any
such other Loan Document (including any certificates delivered pursuant
to Article V) is or shall be incorrect when made in any material
respect.
(e) Section 8.1.4 of the Credit Agreement is hereby amended and
restated in its entirety to provide as follows:
SECTION 8.1.4 Non-Performance of Other Covenants and Obligations. The
Borrower or any Subsidiary of the Borrower shall default in the due
performance and observance of any agreement contained herein or in any
other Loan Document to which the Borrower or such Subsidiary is a party
(other than as specified in Section 8.1.1 or Section 8.1.3), and such
default shall continue unremedied for a period of 15 days after the
Borrower shall become aware of such default, whether by notice thereof
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given to the Borrower or such Subsidiary, as applicable, by the Agent
or any Lender or otherwise.
(f) Section 8.1 of the Credit Agreement is hereby amended by inserting
the following Section 8.1.11 immediately following the existing Section
8.1.10:
SECTION 8.1.11 Impairment of Security, etc. (a) Any Loan Document, or
any Lien granted thereunder and required by Section 7.1.9 or Section
7.1.12 hereof, shall (except in accordance with its terms), terminate,
cease to be effective or cease to be the legally valid, binding and
enforceable obligation of the Borrower or any Subsidiary of the
Borrower party thereto; (b) the Borrower, any Subsidiary of the
Borrower or any other party shall, directly or indirectly, contest in
any manner such effectiveness, validity, binding nature or
enforceability; or (c) any such Lien securing any Obligation of the
Borrower or any Guaranty shall cease to be a perfected first priority
Lien, subject only to those exceptions expressly permitted by such Loan
Document, and the circumstance described in the foregoing clauses (a),
(b) or (c) (other than a contest of the effectiveness, validity,
binding nature or enforceability of a Loan Document or a Lien granted
thereunder by the Borrower or any Subsidiary of the Borrower) shall
remain unremedied for a period of 30 days after the Borrower shall
become aware thereof (whether by notice thereof given to the Borrower
or such Subsidiary, as applicable, by the Agent or any Lender or
otherwise), such 30 day period to run concurrently with, and not in
addition to, any other applicable curative period specified in this
Agreement including Section 7.1.12(iv) hereof.
(g) The first paragraph of Section 10.1 of the Credit Agreement is
hereby amended and restated in its entirety to provide as follows:
SECTION 10.1 Waivers, Amendments, etc. The provisions of this Agreement
and of each other Loan Document may from time to time be amended,
modified or waived, if such amendment, modification or waiver is in
writing and consented to by the Borrower and the Required Lenders;
provided, however, that no such amendment, modification or waiver which
would: (a) modify any requirement hereunder that any particular action
be taken by all the Lenders or by the Required Lenders or by the
Applicable Lenders shall be effective unless consented to by each
Lender; (b) modify this Section 10.1, change the definition of
"Required Lenders" or "Applicable Lenders", eliminate the Borrowing
Base, increase any Commitment Amount or the Percentage of any Lender
(except as contemplated by Section 2.1.6), reduce any fees described in
Article III, release any collateral security delivered pursuant to
Section 7.1.9 or Section 7.1.12 hereof (except that the
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Agent may release collateral security to the extent such collateral
security is disposed of pursuant to, and as permitted by, Section 7.2.7
of this Agreement (provided that nothing contained in this clause
affects the obligation of the Borrower to comply with Section 2.7.6 or
Section 3.1.2)), release, reduce or limit any Guaranty (except that the
Agent may release any Guaranty delivered by a Subsidiary of the
Borrower if such Subsidiary ceases to be a Material Domestic
Subsidiary) or extend any Commitment Termination Date shall be made
without the consent of each Lender and each holder of a Note; (c)
extend the due date for, or reduce the amount of, any scheduled
repayment or prepayment of principal of or interest on any Loan (or
reduce the principal amount of or rate of interest on any Loan) shall
be made without the consent of the Lenders; or (d) affect adversely the
interests, rights or obligations of the Agent as the Agent shall be
made without consent of the Agent.
(h) Section 10.4 of the Credit Agreement is hereby amended by restating
clause (b) thereof in its entirety to provide "(b) the entering into and
performance of this Agreement and any other Loan Document by any of the
Indemnified Parties;" and by deleting the period at the end of the first
sentence of such Section and inserting in its place the clause "as
determined by a court of competent jurisdiction in a final non-appealable
judgment."
(i) The form of the Note attached to the Credit Agreement as Exhibit A
is hereby amended by amending and restating the fourth paragraph thereof to
provide as follows:
This Note is one of the Notes referred to in, and evidences
Indebtedness incurred under, the Credit Agreement, to which reference
is made for a statement of the terms and conditions on which the
Borrower is permitted and required to make prepayments and repayments
of principal of the Indebtedness evidenced by this Note and on which
such Indebtedness may be declared to be immediately due and payable.
This Note is also entitled to the benefits of any Guaranty delivered
pursuant to the Credit Agreement and is secured by certain collateral
more particularly described in the Credit Agreement and in certain
security documents delivered pursuant to the Credit Agreement. Unless
otherwise defined, terms used herein have the meanings provided in the
Credit Agreement.
(j) The Credit Agreement is hereby amended by deleting the existing
Exhibit F to the Credit Agreement and inserting in its place as the new
Exhibit F to the Credit Agreement the text contained in Attachment 1
attached to this Amendment.
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Section 3. Deutsche Bank, Fleet, SocGen, BNY, Credit Lyonnais, Citicorp,
BOK, Fortis, UBOC and Local Bank as Lenders.
(a) Upon the effectiveness of this Amendment and by its execution and
delivery hereof, each of Deutsche Bank, Fleet, SocGen, BNY, Credit
Lyonnais, Citicorp, BOK, Fortis, UBOC and Local Bank shall be deemed
automatically to have become a party to the Credit Agreement, shall have
all the rights and obligations of a "Lender" under the Credit Agreement and
the other Loan Documents as if each were an original signatory thereto, and
shall agree, and does hereby agree, to be bound by the terms and conditions
set forth in the Credit Agreement and the other Loan Documents to which the
Lenders are a party, in each case, as if each were an original signatory
thereto.
(b) Each of Deutsche Bank, Fleet, SocGen, BNY, Credit Lyonnais,
Citicorp, BOK, Fortis, UBOC and Local Bank (i) confirms that it has
received a copy of the Credit Agreement, together with copies of the
financial statements referred to in Section 5.1.8 thereof and such other
documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Amendment and the Credit
Agreement; (ii) agrees that it will, independently and without reliance
upon any Agent, the Issuer or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) represents and warrants that its name set forth herein is
its legal name; (iv) appoints and authorizes each Agent to take such action
as agent on its behalf and to exercise such powers and discretion under the
Loan Documents as are delegated to such Agent by the terms thereof,
together with such powers and discretion as are reasonably incidental
thereto; (vi) agrees that it will perform in accordance with their terms
all of the obligations that by the terms of the Credit Agreement are
required to be performed by it as a Lender; and (vii) attaches any U.S.
Internal Revenue Service forms required under Section 4.6 of the Credit
Agreement.
(c) Each of Deutsche Bank, Fleet, SocGen, BNY, Credit Lyonnais,
Citicorp, BOK, Fortis, UBOC and Local Bank hereby advises each other party
hereto that its respective address for notices, its respective Domestic
Lending Office and its respective LIBOR Office shall be as set forth below
its name on its respective signature page hereto.
Section 4. Deutsche Bank as Syndication Agent; Fleet, SocGen and BNY as
Co-Documentation Agents.
(a) Upon the effectiveness of this Amendment and by its execution and
delivery hereof, Deutsche Bank shall become the Syndication Agent under the
Credit Agreement as if it were an original signatory thereto, and shall be
bound by the terms and conditions set forth in the Credit Agreement and the
other Loan Documents to which the Syndication Agent is a party, in each
case, as if it were an original signatory thereto.
(b) Upon the effectiveness of this Amendment and by its execution and
delivery hereof, each of Fleet, SocGen and BNY shall become a
Co-Documentation Agent under the Credit Agreement as if each were an
original signatory thereto, and shall be bound by the terms and conditions
set forth in the Credit Agreement and the other
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Loan Documents to which the Co-Documentation Agents are a party, in each
case, as if each were an original signatory thereto.
Section 5. Conditions Precedent. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:
(a) Executed Amendment. The Agent shall have received a counterpart of
this Amendment duly executed by the Borrower, the Agent, the Syndication
Agent, the Co-Documentation Agents and all of the Lenders.
(b) Replacement Notes. The Borrower shall deliver to the Agent on
behalf of each Lender listed on Attachment 1 hereto a promissory note dated
the Effective Date and payable to each such Lender in a maximum principal
amount equal to such Lender's Percentage (as shown on Attachment 1 hereto)
of Three Hundred Million Dollars, which Note shall be a renewal and
replacement of, and shall be given in substitution and exchange for, but
not in payment of, those Notes held by each Existing Lender (as defined
below) prior to the effectiveness of this Amendment.
(c) Other Conditions. The Borrower shall have confirmed and
acknowledged to the Agent, the Syndication Agent, the Co-Documentation
Agents, the Issuer and the Lenders, and by its execution and delivery of
this Amendment the Borrower does hereby confirm and acknowledge to the
Agent and the Lenders, that (i) the execution, delivery and performance of
this Amendment has been duly authorized by all requisite corporate action
on the part of the Borrower; (ii) the Credit Agreement and each other Loan
Document to which it is a party constitute valid and legally binding
agreements enforceable against the Borrower in accordance with their
respective terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
other similar laws relating to or affecting the enforcement of creditors'
rights generally and by general principles of equity; (iii) the
representations and warranties by the Borrower contained in the Credit
Agreement and in the other Loan Documents are true and correct on and as of
the date hereof in all material respects as though made as of the date
hereof; and (iv) no Default or Event of Default exists under the Credit
Agreement or any of the other Loan Documents.
Section 6. Ratification of Credit Agreement. Except as expressly amended
or modified by this Amendment, the terms and provisions of the Credit Agreement
and the other Loan Documents are hereby ratified and confirmed in all respects
and shall continue in full force and effect.
Section 7. Expenses. The Borrower agrees to pay on demand all expenses set
forth in Section 10.3 of the Credit Agreement.
Section 8. Renewal and Continuation of Existing Loans. Upon the
effectiveness of this Amendment:
(a) All of the Obligations outstanding under the Credit Agreement as of
the date of such effectiveness shall hereby be restructured, rearranged,
renewed, extended
8
and continued under the Credit Agreement (as amended hereby) and all
Loans and Letters of Credit outstanding under the Credit Agreement as
of the date of such effectiveness shall hereby become Loans and Letters
of Credit outstanding under the Credit Agreement (as amended hereby).
(b) In connection herewith, Lenders party to the Credit Agreement
prior to the effectiveness of this Amendment (the "Existing Lenders")
hereby sell, assign, transfer and convey, and each of Deutsche Bank,
Fleet, SocGen, BNY, Credit Lyonnais, Citicorp, BOK, Fortis, UBOC and
Local Bank hereby purchases and accepts, so much of the aggregate
Commitments under, Loans outstanding under, and participations in
Letters of Credit issued pursuant to, the Credit Agreement such that
the Percentage of each Lender (including the Existing Lenders and each
of Deutsche Bank, Fleet, SocGen, BNY, Credit Lyonnais, Citicorp, BOK,
Fortis, UBOC and Local Bank) shall be as set forth on Schedule F to the
Credit Agreement (as amended hereby). The foregoing assignments,
transfers and conveyances are without recourse to the Existing Lenders
and without any warranties whatsoever by any Agent, the Issuer or any
Existing Lender as to title, enforceability, collectibility,
documentation or freedom from liens or encumbrances, in whole or in
part, other than the warranty of each Existing Lender that it has not
previously sold, transferred, conveyed or encumbered such interests.
Section 9. Miscellaneous. (a) On and after the effectiveness of this
Amendment, each reference in each Loan Document to "this Agreement", "this
Note", "this Mortgage", "this Guaranty", "hereunder", "hereof" or words of like
import, referring to such Loan Document, and each reference in each other Loan
Document to "the Credit Agreement", "the Notes", "the Mortgages", "the
Guaranty", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, the Notes, or the Mortgage, the Guaranty or any of them, shall
mean and be a reference to such Loan Document, the Credit Agreement, the Notes,
the Mortgage, the Guaranty, or any of them, as amended or otherwise modified by
this Amendment; (b) the execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any default of the Borrower or any right, power
or remedy of the Agent or the Lenders under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents; (c) this
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement; and (d) delivery of an executed counterpart of a signature page
to this Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment.
Section 10. Severability. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.
Section 11. Governing Law; Entire Agreement. THIS AMENDMENT, THE NOTES
AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS. This Amendment, the
Credit Agreement, the Notes and the other Loan
9
Documents constitute the entire understanding among the parties hereto with
respect to the subject matter hereof and supersede any prior agreements, written
or oral, with respect thereto.
THIS WRITTEN AMENDMENT REPRESENTS THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
Section 12. Successors and Assigns. This Amendment shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that: (a) the Borrower may not assign
or transfer its rights or obligations hereunder without the prior written
consent of the Agent and all Lenders; and (b) the rights of sale, assignment and
transfer of the Lenders are subject to Section 10.11 of the Credit Agreement.
Section 13. Headings. The various headings of this Amendment and of
each other Loan Document are inserted for convenience only and shall not affect
the meaning or interpretation of this Amendment or such other Loan Document or
any provisions hereof or thereof.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers thereunto duly authorized as of the
day and year first above written.
BORROWER:
VINTAGE PETROLEUM, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
AGENT:
BANK OF MONTREAL, acting through its U.S.
branches and agencies, including initially
its Chicago, Illinois branch, as Agent
By /s/ Xxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Director
SYNDICATION AGENT:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Syndication Agent
By /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
CO-DOCUMENTATION AGENTS:
FLEET NATIONAL BANK, as Co-Documentation
Agent
By /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
SOCIETE GENERALE, as Co-Documentation Agent
By /s/ Xxxxxxx Xxxxx
------------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
12
THE BANK OF NEW YORK, as Co-Documentation
Agent
By /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
13
LENDERS:
BANK OF MONTREAL, as Lender
By /s/ Xxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Director
14
DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Lender
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Address: 00 Xxxx 00/xx/ Xxxxxx,
0/xx/ Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxxxxx
Domestic Office: 00 Xxxx 00/xx/ Xxxxxx,
0/xx/ Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxxxxx
LIBOR Office: 00 Xxxx 00/xx/ Xxxxxx,
0/xx/ Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxxxxx
15
FLEET NATIONAL BANK, as Lender
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Address: Global Energy XX XX 00000X
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx
Domestic Office: Global Energy XX XX 00000X
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx
LIBOR Office: Global Energy XX XX 00000X
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx
16
SOCIETE GENERALE, as Lender
By: /s/ Xxxxxxx Xxxxx
---------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
Address: 0000 Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxx
Domestic Office: 0000 Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxx
LIBOR Office: 0000 Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxx
00
XXX XXXX XX XXX XXXX, as Lender
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Address: The Bank of New York
Xxx Xxxx Xxxxxx, 00/xx/
Xxxxx
Xxx Xxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
Domestic Office: The Bank of New York
Xxx Xxxx Xxxxxx, 00/xx/
Xxxxx
Xxx Xxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
LIBOR Office: The Bank of New York
Xxx Xxxx Xxxxxx, 00/xx/
Xxxxx
Xxx Xxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
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CREDIT LYONNAIS NEW YORK BRANCH, as Lender
By: /s/ Phillippe Soustra
---------------------------------------
Name: Phillippe Soustra
Title: Executive Vice President
Address: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Mr. Xxxxx Xxxxx
Domestic Office: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Mr. Xxxxx Xxxxx
LIBOR Office: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Mr. Xxxxx Xxxxx
19
CITICORP USA, INC., as Lender
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Attorney-in-Fact
Address: 0000 Xxxxx Xxxxxx, Xxxxx
0000
Xxxxxxx, XX 00000
Telephone No. (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx
Domestic Office: Citibank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone No. (212)______________
Facsimile No.: (212)______________
Attention: ___________________
LIBOR Office: Citibank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone No. (212)______________
Facsimile No.: (212)______________
Attention: ___________________
Administrative Office:
Citibank, N.A.
Xxx Xxxx'x Xxx
Xxx Xxxxxx, XX 00000
Telephone No. (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxx
20
BANK OF OKLAHOMA, N.A., as Lender
By: /s/ Xxx X. Xxxxxxxxx
---------------------------------------
Name: Xxx X. Xxxxxxxxx
Title: Senior Vice President
Address: Bank of Oklahoma, N.A.
P. O. Xxx 0000
Xxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxxxxxx
Domestic Office: Bank of Oklahoma, N.A.
P. O. Xxx 0000
Xxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxxxxxx
LIBOR Office: Bank of Oklahoma, N.A.
P. O. Xxx 0000
Xxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxxxxxx
21
FORTIS CAPITAL CORP., as Lender
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
Address: 000 Xxxxxxxx, Xxx. 0000
Xxxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxxx
Domestic Office: 000 Xxxxxxxx, Xxx. 0000
Xxxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxxx
LIBOR Office: 000 Xxxxxxxx, Xxx. 0000
Xxxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxxx
22
UNION BANK OF CALIFORNIA, N.A., as Lender
By: /s/ Xxxx Xxxxxxxxxx
---------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
Address: Union Bank of California,
N.A.
000 Xxxxx Xxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxxxxxxxx
Domestic Office: Union Bank of California,
N.A.
000 Xxxxx Xxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxxxxxxxx
LIBOR Office: Union Bank of California,
N.A.
000 Xxxxx Xxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxxxxxxxx
23
LOCAL OKLAHOMA BANK, N.A., as Lender
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Address: 0000 X. 00/xx/ Xxxxxx,
Xxxxx 000
Xxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxx
Domestic Office: 0000 X. 00/xx/ Xxxxxx,
Xxxxx 000
Xxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxx
LIBOR Office: 0000 X. 00/xx/ Xxxxxx,
Xxxxx 000
Xxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxx
24
