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EXHIBIT 10.1.2
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of February 28,
1997 is entered into between and among HERITAGE OPERATING, L.P., a Delaware
limited partnership (the "borrower") and THE FIRST NATIONAL BANK OF BOSTON
("Bank of Boston") and BANK OF OKLAHOMA, NATIONAL ASSOCIATION ("BOk") (Bank of
Boston and BOk, together with each other Person that becomes a Bank pursuant to
Section 11 of the Credit Agreement (hereinafter defined) collectively referred
to herein as the "Banks"), Bank of Boston, as administrative and structuring
agent for the Banks (in such capacity, the "Administrative Agent") and BOk, as
documentation agent for the Banks (in such capacity, the "Documentation
Agent").
WHEREAS, the Borrower, the Banks, the Administrative Agent and the
Documentation Agent entered into that certain Credit Agreement dated as of June
25, 1996, as amended by that certain First Amendment to Credit Agreement dated
as of July 25, 1996 (but effective for all purposes as of June 28, 1996) (as
amended and modified, collectively the "Credit Agreement"); and
WHEREAS, the Borrower has requested the Banks, the Administrative
Agent and the Documentation Agent to amend and modify the provisions of Section
7B,2(iii) of the Credit Agreement for the purpose of permitting up to
$3,000,000.00 of Indebtedness owing from time to time to Seller(s) in Asset
Acquisition(s) as described and defined in the Credit Agreement; and
WHEREAS, the Banks, the Administrative Agent and the Documentation
Agent are willing to make such requested amendment and modification of the
Credit Agreement.
1. Clause (iii) of Section 7B.2 of the Credit Agreement is
hereby amended and modified to read in its entirety as follows:
"(iii) the Borrower may become and remain liable with respect
to Indebtedness incurred by the Borrower under the
Acquisition Facility and any Indebtedness incurred for such
purpose which replaces, extends, renews, refunds or
refinances all of such Indebtedness (in the case of a
replacement refunding or refinancing, so long as the Working
Capital Facility also is replaced, refunded or refinanced in
whole) and up to $3,000,000 of Indebtedness owing from time
to time to the Seller(s) in Asset Acquisition(s); provided
that the aggregate principal amount of Indebtedness permitted
under this clause (iii) shall not at any time exceed the
lesser of $35,000,000 or the sum of the outstanding balance
of such Seller(s) Asset Acquisition(s) debt referenced above
(in no event in excess of $3,000,000) plus the aggregate
Acquisition Loan Commitments described in Section 10.1, as
amended from time to time;"
2. All of the remaining terms, provisions and conditions of the Credit
Agreement, except as otherwise expressly amended and modified by this Second
Amendment, shall continue in full force and effect in all respects. This Second
amendment may be executed in multiple counterparts, each of which shall be
deemed an original and all of which constitute a single Second Amendment.
3. The effectiveness of paragraph 1 of this Second Amendment is
conditioned on the consummation of an identical amendment to Section 6B(iii) of
the Note Purchase Agreement executed by the requisite percentage (Required
Holders) of Note Purchasers as required thereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment to Credit Agreement to be duly executed and delivered in Tulsa,
Oklahoma, effective as of the date first above stated.
"Borrower"
HERITAGE OPERATING, L.P., a Delaware
limited partnership
By: Heritage Holdings, Inc.,
a Delaware corporation,
general partner
By: /s/ H. Xxxxxxx Xxxxxxxx
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H. Xxxxxxx Xxxxxxxx
Chief Financial Officer
"Banks"
FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Vice President
BANK OF OKLAHOMA, NATIONAL
ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Vice President
"Administrative Agent"
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Vice President
"Documentation Agent"
BANK OF OKLAHOMA, NATIONAL
ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Vice President
