SECOND AMENDMENT TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amendment to Fourth Amended and Restated Credit Agreement (this
"Amendment") dated as of July 3, 2002 (the "Amendment Effective Date"), is by
and among MAGNUM HUNTER RESOURCES, INC., a Nevada corporation (the "Borrower"),
each Bank (as defined in the Credit Agreement referred to below), DEUTSCHE BANK
TRUST COMPANY AMERICAS (formerly named Bankers Trust Company), individually, as
administrative agent (in such capacity, together with its successors in such
capacity, the "Administrative Agent"), as collateral agent (in such capacity,
together with its successors in such capacity, the "Collateral Agent"), and as
letter of credit issuing bank (in such capacity, together with its successors in
such capacity, the "Issuer"), CIBC INC., individually and as syndication agent
(in such capacity together with its successors in such capacity, the
"Syndication Agent"), and BNP PARIBAS, a French bank acting through its Houston
Agency, individually and as documentation agent (in such capacity, together with
its successors in such capacity, the "Documentation Agent") and as co-arranger,
CIBC WORLD MARKETS CORP., as co-arranger and DEUTSCHE BANK SECURITIES INC.
(formerly named Deutsche Banc Alex. Xxxxx Inc.), as sole lead arranger and sole
bookrunner.
R E C I T A L S:
WHEREAS, the Borrower, each Bank then a party, the Administrative Agent,
the Collateral Agent, the Syndication Agent, the Documentation Agent
(collectively, the "Agents"), and the Issuer have heretofore entered into that
certain Fourth Amended and Restated Credit Agreement dated as of March 15, 2002,
as amended by that certain First Amendment to Fourth Amended and Restated Credit
Agreement dated as of April 19, 2002 and as otherwise amended from time to time
to the Amendment Effective Date (the "Credit Agreement"), pursuant to which the
Banks have agreed to make revolving credit loans available to the Borrower under
the terms and provisions stated therein; and
WHEREAS, the Borrower has requested that the Credit Agreement be amended to
modify the maximum Funded Debt to EBITDA Ratio that the Borrower shall be
permitted to maintain on the terms and subject to the conditions as set forth
herein; and
WHEREAS, the Borrower (i) intends to sell, or cause one or more of its
Subsidiaries to sell, certain Oil and Gas Properties by an auction currently
scheduled to occur in August, 2002, and (ii) is currently evaluating the
disposition of certain other Oil and Gas Properties owned by the Borrower or one
or more of its Subsidiaries by means of a monetization transaction with a
financial institution (any such transaction, herein the "Monetization
Transaction"); provided that, for avoidance of doubt, it is expressly
acknowledged and agreed by the Borrower that nothing contained in this Amendment
shall constitute (or be deemed to constitute) consent by the Banks or the Agents
to the Borrower or any Subsidiary of the Borrower entering into the Monetization
Transaction); and
WHEREAS, the maximum Funded Debt to EBITDA Ratio that the Borrower shall be
permitted to maintain will depend on whether the Monetization Transaction
occurs; and
WHEREAS, pursuant to Section 7.1.1(m)(ii) of the Credit Agreement, the
Borrower has covenanted, inter alios, to deliver a Reserve Report dated as of
June 30, 2002, on the basis of which the Administrative Agent and the Banks
shall redetermine the Borrowing Base in accordance with Section 2.8.2 of the
Credit Agreement (such redetermination of the Borrowing Base based on the
Reserve Report dated as of June 30, 2002, herein the "2002 Mid-Year
Redetermination"); and
WHEREAS, subject to the terms and conditions of this Amendment, the Banks,
the 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) From and after the Amendment Effective Date until the effective date of
the 2002 Mid-Year Redetermination (but only during such period), the grid
contained in the definition of "Applicable Margin" set forth in Section 1.1 of
the Credit Agreement shall be, and hereby is, amended and restated in its
entirety to provide as set forth on the attached Annex I. For the avoidance of
doubt, the parties hereto agree that upon the effective date of the 2002
Mid-Year Redetermination, the definition of "Applicable Margin" set forth in
Section 1.1 of the Credit Agreement shall be further amended by deleting the
grid set forth on the attached Annex I from such definition and inserting in its
place the grid in effect on the day immediately preceding the Amendment
Effective Date.
(b) Section 1.1 of the Credit Agreement is hereby amended by inserting the
following definition of "Monetization Transaction" in its alphabetically
appropriate place:
"Monetization Transaction" means any monetization transaction or series of
related monetization transactions in respect of the disposition of Oil and Gas
Properties owned by the Borrower or one or more of its Subsidiaries between or
among, as appropriate, the Borrower or one or more of its Subsidiaries and
another Person or Persons.
(c) From and after the Amendment Effective Date until the effective date of
the 2002 Mid-Year Redetermination (but only during such period), Borrowing Base
Usage shall be deemed to be greater than 80% for purposes of Section 7.2.5(k)
and Section 7.2.6 of the Credit Agreement, it being the intention of parties
hereto that the Borrower shall not be permitted, and shall not permit any of its
Subsidiaries, to make Investments pursuant to Section 7.2.5(k) of the Credit
Agreement or Restricted Payments pursuant to the proviso contained in Section
7.2.6 of the Credit Agreement during such period.
(d) Clause (a) of Section 7.2.4 of the Credit Agreement is hereby amended
and restated in its entirety to provide as follows:
"(a) its Funded Debt to EBITDA Ratio as of any consecutive four-Fiscal
Quarter period ending after September 30, 2001 to be greater than the ratio set
forth opposite the ending date of such consecutive four-Fiscal Quarter period in
the table immediately below:
If the Monetization
Consecutive Four-Fiscal Transaction Shall If the Monetization Transaction
Quarter Period Ending Not Have Occurred Shall Have Occurred
March 31, 2002 3.75 to 1.00 3.75 to 1.00
June 30, 2002 4.25 to 1.00 4.25 to 1.00
September 30, 2002 4.25 to 1.00 4.00 to 1.00
December 31, 2002 3.75 to 1.00 3.75 to 1.00
March 31, 2003 3.75 to 1.00 3.50 to 1.00
June 30, 2003 3.50 to 1.00 3.50 to 1.00
and thereafter
; provided that the Borrower, the Administrative Agent and the Banks agree
that the pro forma Consolidated EBITDA shall equal $35,700,000.00 for the Fiscal
Quarter ending December 31, 2001, $44,700,000.00 for the Fiscal Quarter ending
September 30, 2001, $55,200,000.00 for the Fiscal Quarter ending June 30, 2001,
and $69,700,000.00 for the Fiscal Quarter ending March 31, 2001;
Section 3. No Consent to Monetization Transaction. Nothing contained in
this Amendment shall constitute (or be deemed to constitute) consent by the
Banks or the Agents to the Borrower or any Subsidiary of the Borrower entering
into the Monetization Transaction or executing any agreement committing the
Borrower or any Subsidiary of the Borrower to enter into the Monetization
Transaction. Nothing contained in this Amendment shall operate as a waiver of
any breach of the Credit Agreement by the Borrower or any Subsidiary of the
Borrower that occurs as a result of the Borrower entering into the Monetization
Transaction or executing any agreement committing the Borrower or any Subsidiary
of the Borrower to enter into the Monetization Transaction.
Section 4. Conditions Precedent. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:
(a) Executed Amendment. The Administrative Agent shall have received a
counterpart of this Amendment duly executed by the Borrower, the Agents, the
Issuer and the Majority Banks, and duly acknowledged by each of the Guarantors.
(b) Officer's Certificate. The Administrative Agent shall have received a
Certificate duly executed by an Authorized Officer of the Borrower setting forth
in reasonable detail the date(s), amount(s) and recipient(s) of all (i)
Investments made by the Borrower or any Restricted Subsidiary of the Borrower
under Section 7.2.5(k) of the Credit Agreement, and (ii) Restricted Payments
made by the Borrower or any Restricted Subsidiary of the Borrower under the
proviso contained in Section 7.2.6 of the Credit Agreement, in each case during
the period from (and including) the March 15, 2002 to (and including) July 3,
2002.
(c) Other Conditions. The Borrower shall have confirmed and acknowledged to
the Agents, the Issuer and the Banks, and by its execution and delivery of this
Amendment the Borrower does hereby confirm and acknowledge to the Administrative
Agent and the Banks, 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 5. 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 ratified and confirmed in all respects and shall
continue in full force and effect.
Section 6. Expenses. The Borrower agrees to pay on demand all expenses set
forth in Section 10.3 of the Credit Agreement.
Section 7. 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", "this Pledge Agreement", "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", "the Pledge Agreement", "thereunder", "thereof"
or words of like import referring to the Credit Agreement, the Notes, or the
Mortgage, the Guaranty, the Pledge Agreement or any of them, shall mean and be a
reference to such Loan Document, the Credit Agreement, the Notes, the Mortgage,
the Guaranty, the Pledge Agreement 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 Administrative Agent or the Banks 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 8. Severability. Any provisions of this Amendment held by court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provisions so held to be invalid or unenforceable.
Section 9. Applicable Law. THIS AMENDMENT AND EACH OTHER LOAN DOCUMENT
DELIVERED PURSUANT HERETO SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICT
OF LAW, EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). This
Amendment constitutes the entire understanding among the parties hereto with
respect to the subject matter hereof and supersedes any prior agreements,
written or oral, with respect thereto.
Section 10. Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of the Agents, the Issuer, the Banks and the Borrower
and their respective successors and assigns.
Section 11. Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
Section 12. NO ORAL AGREEMENTS. THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH REPRESENT
THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE MATTERS HEREIN
CONTAINED, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.
[Signature pages follow]
EXECUTED as of the day and year first above written.
BORROWER:
MAGNUM HUNTER RESOURCES, INC.
By:
------------------------------------------------
Name: Xxxxx Xxxx
Title: Senior Vice President
Chief Financial Officer
ADMINISTRATIVE AGENT, COLLATERAL AGENT AND ISSUER:
-------------------------------------------------
DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly named Bankers
Trust Company)
By
-----------------------------------------------
Name:
Title:
SYNDICATION AGENT:
-----------------
CIBC INC.
By
-----------------------------------------------
Name:
Title:
DOCUMENTATION AGENT:
-------------------
BNP PARIBAS
By:
-------------------------------------------------
Name:
Title:
- and -
By:
-------------------------------------------------
Name:
Title:
BANKS:
-----
DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly named Bankers
Trust Company)
By:
---------------------------------------------------
Name:
Title:
CIBC INC.
By:
---------------------------------------------------
Name:
Title:
BNP PARIBAS
By:
----------------------------------------------------
Name:
Title:
- and -
By:
----------------------------------------------------
Name:
Title:
FORTIS CAPITAL CORP.
By:
------------------------------------------------------
Name:
Title:
- and -
By:
----------------------------------------------------
Name:
Title:
BANK OF SCOTLAND
By:
----------------------------------------------------
Name:
Title:
BANK OF NOVA SCOTIA
By:
----------------------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
----------------------------------------------------
Name:
Title:
COMPASS BANK
By:
--------------------------------------------------------
Name:
Title:
XXXXX FARGO BANK TEXAS, NA
By:
------------------------------------------------------
Name:
Title:
COMERICA BANK - TEXAS
By:
-------------------------------------------------------
Name:
Title:
WASHINGTON MUTUAL BANK, FA
By:
------------------------------------------------------
Name:
Title:
HIBERNIA NATIONAL BANK
By:
-------------------------------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:
-------------------------------------------------------
Name:
Title:
ACKNOWLEDGMENT BY GUARANTORS
Each of the undersigned Guarantors hereby (i) consents to the terms and
conditions of that certain Second Amendment to Fourth Amended and Restated
Credit Agreement dated as of June 14, 2002 (the "Second Amendment"), (ii)
acknowledges and agrees that its consent is not required for the effectiveness
of the First Amendment, (iii) ratifies and acknowledges its respective
Obligations under each Loan Document to which it is a party, and (iv) represents
and warrants that (a) no Default or Event of Default has occurred and is
continuing, (b) it is in full compliance with all covenants and agreements
pertaining to it in the Loan Documents, and (c) it has reviewed a copy of the
First Amendment.
Executed to be effective as of June 14, 2002.
GUARANTORS:
HUNTER GAS GATHERING, INC.
GRUY PETROLEUM MANAGEMENT CO.
MAGNUM HUNTER PRODUCTION, INC.
CONMAG ENERGY CORPORATION
TRAPMAR PROPERTIES, INC.
PINTAIL ENERGY, INC.
PRIZE OPERATING COMPANY
PEC (DELAWARE), INC.
OKLAHOMA GAS PROCESSING, INC.
By:
--------------------------------------
Name: Xxxxx Xxxx
Title: Senior Vice President and
Chief Financial Officer
PRIZE ENERGY RESOURCES, L.P.
By: Prize Operating Company,
as its general partner
By:
----------------------------------
Name: Senior Vice President and
Chief Financial Officer
Annex I
==============================================================================
Borrowing Base
Usage (BBU) Base Rate Loans LIBO Rate Loans Letters of Credit
BBU < 25% 0.25% 1.50% 1.50%
25% <= BBU < 50% 0.50% 1.75% 1.75%
50 <= BBU < 75% 0.75% 2.00% 2.00%
75% <= BBU < 90% 1.00% 2.25% 2.25%
BBU = 90% 1.25% 2.50% 2.50%
==============================================================================
