[CONFORMED COPY]
AMENDMENT NO. 3 AND WAIVER TO CREDIT AGREEMENT
AMENDMENT AND WAIVER dated as of April 27, 2000 to the Amended and
Restated Credit Agreement dated as of June 8, 1999, as amended by Amendment No.
1 dated as of October 15, 1999 and Amendment No. 2 dated as of January 23, 2000
(as so amended, the "Credit Agreement"), among HALLWOOD ENERGY CORPORATION,
HALLWOOD ENERGY PARTNERS, L.P. and HALLWOOD CONSOLIDATED RESOURCES CORPORATION
(collectively, the "Borrowers"), the BANKS party thereto (the "Banks"), FIRST
UNION NATIONAL BANK, as Collateral Agent and XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth herein and the Banks have agreed to grant a waiver of certain provisions
thereof as set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, on and after the Effective Date (as
defined in Section 8 below), refer to the Credit Agreement as amended hereby.
Section 2. Resetting of the Availability Limit and the Debt Limit. (a) The
definition of "Availability Limit" set forth in Section 1.01 of the Credit
Agreement is amended by to read in its entirety as follows:
"Availability Limit" means, on any date, an amount equal to the lesser
of (i) the aggregate amount of the Commitments at such date and (ii)
$75,175,000. The Availability Limit may be increased only by an amendment in
accordance with Section 8.05, which the Banks may agree to or not agree to in
their sole discretion.
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(b) Effective on and as of the Effective Date, the "Debt Limit", as
determined in accordance with subsection (b) of Section 4.17 of the Credit
Agreement, shall be $75,175,000.
Section 3. Waiver of the Asset Sale Covenant. The Banks hereby waive
compliance by the Borrowers with the requirement in subsection (b) of Section
4.27 of the Credit Agreement that the net proceeds of all sales of Property by
HEC and its Subsidiaries not exceed $5,000,000 during any period of six
consecutive calendar months, such waiver being granted for the limited purpose
of permitting HEC and its Subsidiaries to sell all of the Properties of the
Borrowers located in Toole County, Montana for an aggregate purchase price of
approximately $1,650,000, respectively, in each case substantially on the terms
described by HEC to the Banks prior to the date hereof.
Section 4. No Other Waivers. Other than as specifically provided
herein, this Amendment and Waiver shall not operate as a waiver of any right,
remedy, power or privilege of the Agent, the Collateral Agent or the Banks under
the Credit Agreement or any other Financing Document or of any other term or
condition thereof.
Section 5. Representations of Borrowers. The Borrowers represent and
warrant that (i) the representations and warranties of the Borrowers set forth
in Article 3 of the Credit Agreement are true on and as of the date hereof and
(ii) no Default has occurred and is continuing.
Section 6. Governing Law. This Amendment and Waiver shall be
governed by and construed in accordance with the laws of the State of New York.
Section 7. Counterparts. This Amendment and Waiver may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
Section 8. Effectiveness. This Amendment and Waiver shall become
effective on the date (the "Effective Date") on which the Agent shall have
received (i) from the Borrowers and the Banks a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the Agent) that such party has signed a counterpart hereof and (ii) evidence
reasonably satisfactory to it that the sale of all the Properties of the
Borrowers located in Toole County, Montana shall have been consummated
substantially on the terms described by HEC to the Banks prior to the date
hereof, for an unadjusted purchase price of not less than $1,650,000.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be duly executed as of the date first above written.
HALLWOOD ENERGY CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President
HALLWOOD CONSOLIDATED
RESOURCES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President
HALLWOOD ENERGY PARTNERS, L.P.
By: HEC Acquisition Corp., its
General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President
(NY) 27008/757/AMEND/amend00.3conf
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Xxxx Xxxxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
BANK OF AMERICA, N.A., formerly
NATIONSBANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
Title: Managing Director
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Acknowledged by:
HALLWOOD LA PLATA, LLC
LA PLATA ASSOCIATES, LLC
By: HALLWOOD PETROLEUM, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President
The Manager of Hallwood La Plata LLC and La
Plata Associates LLC
CONCISE OIL AND GAS PARTNERSHIP
EM NOMINEE PARTNERSHIP COMPANY
MAY ENERGY PARTNERS OPERATING
PARTNERSHIP LTD.
By: HEC ACQUISITION CORP.
By:/s/ Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President
The General Partner of Concise Oil and Gas
Partnership, EM Nominee Partnership Company,
May Energy Partners Operating Partnership
LTD.
HALLWOOD CONSOLIDATED PARTNERS,
L.P.
By: HALLWOOD CONSOLIDATED
RESOURCES CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President
The General Partner of Hallwood Consolidated
Partners, L.P.
(NY) 27008/757/AMEND/amend00.3conf
SCHEDULE A
[to be provided by Hallwood]
(NY) 27008/757/AMEND/amend00.3conf
