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Exhibit 4(c)
SECOND AMENDMENT
SECOND AMENDMENT, dated as of October 30, 2000 ("Amendment"),
to the Credit Agreement (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), dated as of July 28, 1998, among XXXXXXXX
ENERGY & DEVELOPMENT CORP., a Texas corporation (the "Borrower"), the lenders
from time to time party thereto (the "Lenders"), THE CHASE MANHATTAN BANK, as
Administrative Agent, PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent, and
"BANK OF AMERICA, N.A. (formerly, NationsBank, N.A.), as Documentation Agent.
WITNESSETH:
WHEREAS, the Borrower, the Lenders and the Agents are parties
to the Credit Agreement; and
WHEREAS, the Borrower has requested that the Agents and the
Lenders agree to amend certain definitions in the Credit Agreement as a result
of its change to a fiscal year that will correspond to the calendar year, such
change to be effective September 30, 2000; and
WHEREAS, the Agents and the Lenders are willing to amend such
provisions of the Credit Agreement, but only upon the terms and subject to the
conditions set forth herein;
NOW, THERFORE, in consideration of the premises and mutual
agreements contained herein, the parties hereto agree as follows:
SECTION I. AMENDMENT
1.1 Defined Terms. Unless otherwise defined herein,
capitalized terms which are defined in the Credit Agreement are used herein as
defined therein.
1.2 Amendment to Section 1.1 (Defined Terms). Section 1.1
is hereby amended by deleting the definitions of "Fee Payment Date," "Fiscal
Year" and "Interest Payment Date" therein and substituting in lieu thereof the
following new definitions:
"Fee Payment Date": means the last day of each December,
March, June and September.
"Fiscal Year": means the period of 12 consecutive calendar
months commencing on (and including) January 1 and ending on (and
including) the next following December 31. Each quarter of a Fiscal
Year is hereinafter referred to as a "fiscal quarter".
"Interest Payment Date": means (a) as to the ABR Rate Loans,
the last day of each December, March, June and September commencing on
the first of such days to occur after an ABR Rate Loan is made or
Eurodollar Loans are converted to ABR Rate Loans, (b) as to any
Eurodollar Loan having an Interest Period of three months or less the
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last day of each Interest Period with respect thereto, (c) as to any
Eurodollar Loan in respect of which a Borrower has selected an Interest
Period longer than three months each day which is three months or a
whole multiple thereof, from the first day of such Interest Period and
the last day of such Interest Period, and (d) the date of each
prepayment as to the principal amount prepaid.
SECTION II. MISCELLANEOUS
2.1 Conditions to Effectiveness of Amendment. This
Amendment shall become effective as of the date first set forth above upon the
Administrative Agent having received counterparts of the Amendment duly executed
and delivered by the Borrower, the Administrative Agent and the Lenders in
accordance with Section 9.3 of the Credit Agreement.
2.2 Representations and Warranties. The Borrower
represents and warrants to each Lender that as of the effective date of this
Amendment: (a) the representations and warranties made by the Borrower in the
Credit Documents are true and correct in all material respects on and as of the
date hereof (except to the extent that such representations and warranties are
expressly stated to relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects on and as of such earlier date); and (b) no Default of Event of Default
shall have occurred and be continuing as of the date hereof.
2.3 Counterparts. This Amendment may be executed by one
or more of the parties to this Amendment on any number of separate counterparts
(including by facsimile transmission), 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.
2.4 Continuing Effect; No Other Amendments. Except to the
extent expressly stated herein, all of the terms and provisions of the Credit
Agreement and the other Credit Documents are and shall remain in full force and
effect. This Amendment shall constitute a Credit Document.
2.5 Payment of Expenses. The Borrower agrees to pay and
reimburse the Administrative Agent for all of its reasonable out-of-pocket costs
and reasonable expenses incurred to date in connection with this Amendment and
the other Credit Documents, including, without limitation, the reasonable fees
and disbursements of legal counsel to the Administrative Agent.
2.6 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective duly authorized
officers as of the date 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:
BANK OF AMERICA, N.A. (formerly, 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:
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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