EXHIBIT 10.1
THIRD AMENDMENT OF CREDIT AGREEMENT
THIS THIRD AMENDMENT OF CREDIT AGREEMENT (this "Amendment"), dated as
of May 12, 1999, is by and between COLUMBUS ENERGY CORP., a Colorado corporation
(herein called "Borrower"), and NORWEST BANK COLORADO, NATIONAL ASSOCIATION, a
national banking association (herein called "Norwest").
RECITALS
A. Borrower and Norwest entered into an Amended and Restated Credit
Agreement dated as of October 23, 1996, as amended by amendments dated as of
September 8, 1998 and October 6, 1998 (the "Credit Agreement"), in order to set
forth the terms upon which Norwest would make available to Borrower a line of
credit and by which the line of credit would be governed. Capitalized terms used
herein without definition shall have the same meanings as set forth in the
Credit Agreement.
B. Borrower and Norwest wish to enter into this Amendment in order to
amend further certain terms and provisions of the Credit Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Credit Agreement. The Credit Agreement shall be, and hereby is,
amended as follows as of the date hereof:
(a) The following shall be substituted for the
definition of "Borrowing Base Period" in Section 1.1 on page
2 of the Credit Agreement:
"Borrowing Base Period" means: (a) the period from the
date of this Agreement through March 31, 1997; (b)
thereafter, until April 1, 2001, each twelve-month period
beginning on April 1 of each year; and (c) the period from
April 1, 2001 to July 1, 2001.
(b) The following shall be substituted for the
definition of "Maturity Date" in Section 1.1 on page 7 of the Credit Agreement:
"Maturity Date" means July 1, 2005.
(c) The following shall be substituted for the
definition of "Principal Payment Date" in Section 1.1 on page
8 of the Credit Agreement:
"Principal Payment Date" means: (a) the first Business
Day of each calendar month, commencing August 1, 2001, and
(b) if all Obligations due and payable on any such date are
not then paid, each succeeding day until all due and payable
Obligations are paid in full.
(d) The following shall be substituted for the
definition of "Revolving Period" in Section 1.1 on page 8 of the Credit
Agreement:
"Revolving Period" means the time period from the date
of this Agreement to July 1, 2001.
2. The Note. The Note shall be amended, such amendment to be effected
by an Allonge (the "Allonge") to be attached to the Note and to be substantially
in the form of Exhibit A attached hereto and made a part hereof.
3. Loan Documents. All references in any document to the Credit
Agreement and the Note shall refer to the Credit Agreement and the Note, as
amended pursuant to this Amendment and the Allonge.
4. Conditions Precedent. The obligations of the parties under
this Amendment and under the foregoing amendments to the Credit Agreement and
the Note are subject, at the option of Norwest, to the prior satisfaction of the
condition that Borrower shall have executed and delivered to Norwest the
following (all documents to be satisfactory in form and substance to Norwest):
(a) This Amendment.
(b) The Allonge.
(c) A Consent of Guarantor executed by CGSI in the form
of Exhibit B attached hereto and made a part
hereof.
5. Representations and Warranties. Borrower hereby certifies to Norwest
that as of the date of this Amendment: (a) all of Borrower's representations and
warranties contained in the Credit Agreement are true, accurate and complete in
all material respects, and (b) no Default or Event of Default has occurred and
is continuing under the Credit Agreement.
2
6. Continuation of the Credit Agreement. Except as specified in this
Amendment and the Allonge, the provisions of the Credit Agreement and the Note
shall remain in full force and effect, and if there is a conflict between the
terms of this Amendment or the Allonge and those of the Credit Agreement or the
Note, the terms of this Amendment and the Allonge shall control.
7. Expenses. Borrower shall pay all expenses incurred in connection
with the transactions contemplated by this Amendment, including without
limitation all fees and expenses of Norwest's attorney.
8. Miscellaneous. This Amendment shall be governed by and construed
under the laws of the State of Colorado and shall be binding upon and inure to
the benefit of the parties hereto and their successors and assigns. This
Amendment may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one instrument.
Executed as of the date first above written.
COLUMBUS ENERGY CORP.
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Xxxxxxx X. Xxxxx,
Vice President
NORWEST BANK COLORADO, NATIONAL ASSOCIATION
By: /s/ J. Xxxxxx Xxxxxx
--------------------
J. Xxxxxx Xxxxxx,
Vice President
3
EXHIBIT A
ALLONGE
FOR VALUE RECEIVED, COLUMBUS ENERGY CORP., a Colorado
corporation ("Columbus"), and NORWEST BANK COLORADO, NATIONAL ASSOCIATION, a
national banking association ("Norwest"), hereby agree to amend the Promissory
Note dated July 1, 1992, as previously amended (the "Note"), in the face amount
of $10,000,000, made by Columbus, payable to the order of Norwest, as follows:
1. By substituting the following for the first sentence of the
third paragraph on page 1 of the Note:
The outstanding principal amount of this Note shall be payable
as provided in the Credit Agreement, in monthly installments
due on the first Business Day of each calendar month,
commencing August 1, 2001, as more fully described in the
Credit Agreement.
2. By substituting the following for the third sentence of the
third paragraph on page 1 of the Note:
The entire outstanding principal balance of this Note shall be
due and payable on July 1, 2005 (unless payable sooner
pursuant to the terms of the Credit Agreement).
3. By substituting the following for the first sentence of the
fifth paragraph on page 1 of the Note:
Interest on Prime Rate Advances shall be due and payable
monthly on the first Business Day of each calendar month, from
the date hereof through July 1, 2005.
4. By substituting the following for the third sentence of the
fifth paragraph on page 1 of the Note:
All accrued and unpaid interest will be due and payable not
later than July 1, 2005.
DATED as of May 12, 1999.
COLUMBUS ENERGY CORP.
By: __________________________
Xxxxxxx X. Xxxxx,
Vice President
A-1
NORWEST BANK COLORADO, NATIONAL ASSOCIATION
By: __________________________
J. Xxxxxx Xxxxxx,
Vice President
A-2
EXHIBIT B
CONSENT OF GUARANTOR
For good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Columbus Gas Services, Inc. ("Guarantor"), as
the Guarantor under a Guaranty Agreement dated July 1, 1992, as amended (the
"Guaranty"), given by Guarantor to Norwest Bank Colorado, National Association
(the "Bank"), to guaranty certain obligations of Columbus Energy Corp.
("Borrower"), to the Bank, hereby consents to, and agrees with the Bank that the
Amended and Restated Credit Agreement dated as of October 23, 1996, as
previously amended (the "Credit Agreement"), between Borrower and the Bank,
shall be amended pursuant to a Third Amendment of Credit Agreement dated as of
May 12, 1999, between Borrower and the Bank, including without limitation the
extension of the end of the "Revolving Period" (as defined in the Credit
Agreement) to July 1, 2001 and the extension of the "Maturity Date" (as defined
in the Credit Agreement) to July 1, 2005.
Guarantor hereby ratifies and adopts the Guaranty and agrees
that the Guaranty shall cover any and all indebtedness, whether for principal,
interest, fees or other amounts, incurred by Borrower to the Bank pursuant to
the Amended and Restated Credit Agreement.
Dated as of May 12, 1999.
COLUMBUS GAS SERVICES, INC.
By: __________________________
Xxxxxxx X. Xxxxx,
Executive Vice President
B-1
ALLONGE
FOR VALUE RECEIVED, COLUMBUS ENERGY CORP., a Colorado
corporation ("Columbus"), and NORWEST BANK COLORADO, NATIONAL ASSOCIATION, a
national banking association ("Norwest"), hereby agree to amend the Promissory
Note dated July 1, 1992, as previously amended (the "Note"), in the face amount
of $10,000,000, made by Columbus, payable to the order of Norwest, as follows:
1. By substituting the following for the first sentence of the
third paragraph on page 1 of the Note:
The outstanding principal amount of this Note shall be payable
as provided in the Credit Agreement, in monthly installments
due on the first Business Day of each calendar month,
commencing August 1, 2001, as more fully described in the
Credit Agreement.
2. By substituting the following for the third sentence of the
third paragraph on page 1 of the Note:
The entire outstanding principal balance of this Note shall be
due and payable on July 1, 2005 (unless payable sooner
pursuant to the terms of the Credit Agreement).
3. By substituting the following for the first sentence of the
fifth paragraph on page 1 of the Note:
Interest on Prime Rate Advances shall be due and payable
monthly on the first Business Day of each calendar month, from
the date hereof through July 1, 2005.
4. By substituting the following for the third sentence of the
fifth paragraph on page 1 of the Note:
All accrued and unpaid interest will be due and payable not
later than July 1, 2005.
DATED as of May 12, 1999.
COLUMBUS ENERGY CORP.
By: /s/ Xxxxxxx X. Xxxxx
----------------------
Xxxxxxx X. Xxxxx,
Vice President
NORWEST BANK COLORADO,
NATIONAL ASSOCIATION
By: /s/ J. Xxxxxx Xxxxxx
----------------------
J. Xxxxxx Xxxxxx,
Vice President
2
CONSENT OF GUARANTOR
For good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Columbus Gas Services, Inc. ("Guarantor"), as
the Guarantor under a Guaranty Agreement dated July 1, 1992, as amended (the
"Guaranty"), given by Guarantor to Norwest Bank Colorado, National Association
(the "Bank"), to guaranty certain obligations of Columbus Energy Corp.
("Borrower"), to the Bank, hereby consents to, and agrees with the Bank that the
Amended and Restated Credit Agreement dated as of October 23, 1996, as
previously amended (the "Credit Agreement"), between Borrower and the Bank,
shall be amended pursuant to a Third Amendment of Credit Agreement dated as of
May 12, 1999, between Borrower and the Bank, including without limitation the
extension of the end of the "Revolving Period" (as defined in the Credit
Agreement) to July 1, 2001 and the extension of the "Maturity Date" (as defined
in the Credit Agreement) to July 1, 2005.
Guarantor hereby ratifies and adopts the Guaranty and agrees
that the Guaranty shall cover any and all indebtedness, whether for principal,
interest, fees or other amounts, incurred by Borrower to the Bank pursuant to
the Amended and Restated Credit Agreement.
Dated as of May 12, 1999.
COLUMBUS GAS SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Xxxxxxx X. Xxxxx,
Executive Vice President