THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of May 6,
1997 (this "Amendment"), is among XXXXXXXX RESOURCES, INC. a Nevada corporation
("CRI"), XXXXXXXX OIL & GAS, INC., a Nevada corporation ("COG"), XXXXXXXX OIL &
GAS - LOUISIANA, INC., a Nevada corporation ("COGL") and XXXXXXXX OFFSHORE
ENERGY, INC., a Delaware corporation ("XXX") (CRI, COG, COGL and XXX may
hereinafter collectively be referred to as the "Borrowers"), the lenders party
to the Credit Agreement described below (collectively, the "Banks" and
individually, a "Bank"), BANK ONE, TEXAS, N.A., as co-agent for the Banks (in
such capacity, the "Co-Agent") and THE FIRST NATIONAL BANK OF CHICAGO, as agent
for the Banks (in such capacity, the "Agent").
RECITAL
The Borrowers, the Co-Agent, the Agent and the Banks are
parties to a Credit Agreement dated as of August 13, 1996, as amended by a First
Amendment to Credit Agreement dated as of November 26, 1996 and by a Second
Amendment to Credit Agreement dated as of February 4, 1997 ( the "Credit
Agreement"). The Borrowers desire to amend the Credit Agreement and the Agent,
the Co-Agent and the Banks are willing to do so strictly in accordance with the
terms hereof.
TERMS
In consideration of the premises and of the mutual agreements
herein contained, the parties agree as follows:
ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article
III hereof, the Credit Agreement shall be amended as follows:
1.1 Section 7.2(g) is restated as follows:
(g) Disposition of Assets; Etc. Without the
prior written consent of the Required Banks, sell, lease,
license, transfer, assign or otherwise dispose of any
Collateral or any of its other business, assets, rights,
revenues or property, real, personal or mixed, tangible or
intangible, whether in one or a series of transactions, other
than (i) inventory sold in the ordinary course of business
upon customary credit terms, and (ii) if no Default has
occurred and is continuing or would be caused thereby, other
sales of assets in aggregate amount not to exceed $15,000,000
in any twelve-month period, provided that in connection with
any such sales in excess of $5,000,000 in aggregate amount
since the date of the most recent redetermination of the
Borrowing Base all the net proceeds (net only of reasonable
and customary fees actually incurred in connection with such
sales and of taxes paid or reasonably estimated to be payable
as a result thereof, and excluding the proceeds from the sale
of certain assets which were owned by CNG and/or CPI prior to
the merger of CNG and COG, which sale shall occur on or before
December 31, 1996) thereof will simultaneously reduce the
Borrowing Base by a like amount.
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1.2 Section 7.2(j) is restated as follows:
(j) Dividends. With respect to CRI only,
make, pay, declare or authorize any dividend, payment or other
distribution in respect of any class of its capital stock or
any dividend, payment or distribution in connection with the
redemption, repurchase, defeasance, conversion, retirement or
other acquisition, directly or indirectly, of any shares of
its capital stock, (all of the foregoing defined herein as
"Restricted Payments"), except (i) Restricted Payments payable
solely in shares of capital stock of CRI, (ii) cash dividends
with respect to the 1995 Preferred Stock only in an aggregate
amount not to exceed $627,000 in any twelve month period and
only if both before the payment of such dividend and after
giving effect to the payment of such dividend no Default or
Event of Default shall have occurred and be continuing and
(iii) redemptions or repurchases of capital stock of CRI,
provided that the aggregate amount paid for all such
redemptions or repurchases after the Effective Date shall not
exceed $10,000,000 and if both before each such redemption or
repurchase and after giving effect to the payment in
connection with each such redemption or repurchase (A) no
Default or Event of Default shall have occurred and be
continuing and (B) all representations and warranties
contained in Section 6 hereof (including without limitation
Section 6.8) shall be true and correct in all material
respects as if made at such times. For purposes of this
Agreement, "capital stock" shall include capital stock
(preferred, common or other) and any securities exchangeable
for or convertible into capital stock and any warrants, rights
or other options to purchase or otherwise acquire capital
stock or such securities.
ARTICLE II. REPRESENTATIONS. Each of the Borrowers represents and warrants to
the Agent, the Co- Agent and the Banks that:
2.1 The execution, delivery and performance of this Amendment
is within its powers, has been duly authorized and is not in contravention with
any law, of the terms of its Articles of Incorporation or By-laws, or any
agreement or undertaking to which it is a party or by which it is bound.
2.2 This Amendment is the legal, valid and binding obligation
of it, enforceable against it in accordance with the terms hereof.
2.3 After giving effect to the amendments herein contained,
the representations and warranties contained in Section 6 of the Credit
Agreement are true on and as of the date hereof with the same force and effect
as if made on and as of the date hereof.
2.4 No Event of Default or Default exists or has occurred and
is continuing on the date hereof.
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ARTICLE III. CONDITIONS OF EFFECTIVENESS.
3.1 This Amendment shall not become effective until it is
signed by the Borrowers and the Required Banks and each Borrower shall have
delivered to the Agent a certified resolution approving this Amendment.
ARTICLE IV. MISCELLANEOUS.
4.1 The Lenders hereby acknowledge and consent to the merger
of COG and Blackstone, with COG being the surviving corporation (the
"Blackstone/COG Merger"). This consent to the Blackstone/COG Merger is not a
consent to any other merger. COG acknowledges and agrees that it is liable for
all obligations of Blackstone under each Loan Document to which Blackstone is a
party and agrees to execute any amendments to financing statements or other
documents requested by the Agent which the Agent deems necessary as a result of
the Blackstone/COG Merger.
4.2 References in the Credit Agreement or in any note,
certificate, instrument or other document to the Credit Agreement shall be
deemed to be references to the Credit Agreement as amended hereby and as further
amended from time to time.
4.3 The Borrower agrees to pay and to save the Agent harmless
for the payment of all costs and expenses arising in connection with this
Amendment, including the reasonable fees of counsel to the Agent in connection
with preparing this Amendment and the related documents.
4.4 Except as expressly amended hereby, the Borrowers agree
that the Loan Documents are ratified and confirmed and shall remain in full
force and effect and that they have no set off, counterclaim, defense or any
other claim or dispute with respect to any of the foregoing. Terms used but not
defined herein shall have the respective meanings ascribed thereto in the Credit
Agreement.
4.5 This Amendment may be signed upon any number of
counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument.
IN WITNESS WHEREOF, the parties signing this Amendment have
caused this Amendment to be executed and delivered as of the day and year first
above written.
XXXXXXXX RESOURCES, INC.
By: /s/ M. XXX XXXXXXX
M. Xxx Xxxxxxx, its president and chief
executive officer
XXXXXXXX OIL & GAS, INC.,individually and
as successor by merger with
Black Stone Oil Company
By:/s/ M. XXX XXXXXXX
M. Xxx Xxxxxxx, its president and chief
executive officer
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XXXXXXXX OIL & GAS - LOUISIANA, INC.
By:/s/ M. XXX XXXXXXX
M. Xxx Xxxxxxx, its president and chief
executive officer
XXXXXXXX OFFSHORE ENERGY, INC.
By:/s/ M. XXX XXXXXXX
M. Xxx Xxxxxxx, its president and chief
executive officer
THE FIRST NATIONAL BANK OF CHICAGO,
as a Bank and as Agent
By:/s/XXXXX X XXXXXXX
Its: First Vice President
BANK ONE, TEXAS, NA,
as a Bank and as Co-Agent
By:/s/ WM. XXXX XXXXXXX
Its: Vice President
BANK OF MONTREAL, as a Bank and
a Lead Manager
By:/s/ XXXXXX XXXXXXX
Its: Director, U.S. Corporate Banking
ABN-AMRO BANK N.V.
By: ABN AMRO NORTH AMERICA INC., as agent
By:/s/XXXX XXXX
Its: Sr. Vice President
And: /s/ XXXX XXXXXX
Its: Vice President and Director
BANKBOSTON, N.A., formerly known
as The First National Bank of Boston
By:/s/ XXXXXX X. XXXXXXX
Its: Managing Director
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BANQUE PARIBAS
By:/s/ XXXXXX XXXXXXXXXX
Its: Vice President
And: /s/ XXXX XXXXXX
Its: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By:/s/ PASCAL POUPELLE
Its: Executive Vice President
CHRISTIANIA BANK OG KREDITKASSE
By:/s/ XXXX-XXXXX XXXXXXXX
Its: First Vice President
And: /s/ XXXXX X. XXXXX
Its: First Vice President
TORONTO DOMINION (TEXAS), INC.
By:/s/ XXXXXXXX XXXXXX
Its: Vice President
MEESPIERSON N.V.
By:/s/ XXXXX XXXXXX
Xxxxx Xxxxxx
Its: Vice President
NATIONAL BANK OF CANADA, NEW YORK BRANCH
By:/s/ XXXXX X. XXXXX
Its: Group Vice
By:/s/ XXXX XXXXX
Its: Vice President
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