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EXHIBIT 4.2
FIRST AMENDMENT TO CREDIT AGREEMENT
dated as of October 15, 1996
among
NOBLE AFFILIATES, INC.,
as the Borrower,
and
UNION BANK OF SWITZERLAND
Houston Agency,
as the Agent for the Lenders
and
NATIONSBANK OF TEXAS, N.A. and
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
as Managing Agents
and
BANK OF MONTREAL,
CIBC INC.,
THE FIRST NATIONAL BANK OF CHICAGO,
ROYAL BANK OF CANADA, and
SOCIETE GENERALE, SOUTHWEST AGENCY,
as Co-Agents
and
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CERTAIN COMMERCIAL LENDING INSTITUTIONS,
as the Lenders
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FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of October 15, 1996
(as may be amended, restated, supplemented or otherwise modified from time to
time, this "First Amendment"), is entered into by and among NOBLE AFFILIATES,
INC., a Delaware corporation (the "Borrower"), UNION BANK OF SWITZERLAND,
Houston Agency ("UBS"), as administrative agent (UBS in such capacity, together
with any successor(s) thereto in such capacity, the "Agent"), NATIONSBANK OF
TEXAS, N.A. ("NB") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION ("TCB"), as
managing agents (NB and TCB in such capacities, together with any successor(s)
thereto in such capacities, collectively called the "Managing Agents"), BANK OF
MONTREAL ("BOM"), CIBC INC. ("CIBC"), THE FIRST NATIONAL BANK OF CHICAGO
("First Chicago"), ROYAL BANK OF CANADA ("RBC") and SOCIETE GENERALE, SOUTHWEST
AGENCY ("SocGen"), as co-agents (BOM, CIBC, First Chicago, RBC and SocGen in
such capacities, together with any successor(s) thereto in such capacities,
collectively called the "Co-Agents"), and certain commercial lending
institutions as are or may become parties hereto (collectively, the "Lenders").
W I T N E S S E T H:
WHEREAS, the Borrower and UBS (both individually as a Lender and as the
Agent thereunder) have heretofore entered into that certain Credit Agreement,
dated as of July 31, 1996 (the "Credit Agreement"); and
WHEREAS, the Borrower, the Lenders, the Agent, the Managing Agents and
the Co-Agents now intend to amend the Credit Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, each of the Borrower, the Lenders, the Agent, the
Managing Agents and the Co-Agents agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit Agreement are
used in this First Amendment with the same meaning, unless otherwise indicated.
SECTION 2. Amendments to Credit Agreement.
A. The preamble of the Credit Agreement is hereby amended in its
entirety to read as follows:
"THIS CREDIT AGREEMENT, dated as of July 31. 1996 (as may be
amended, restated, supplemented or otherwise modified from time to time,
this "Agreement"), is among NOBLE AFFILIATES, INC., a Delaware
corporation (the "Borrower"), UNION
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BANK OF SWITZERLAND, Houston Agency ("UBS"), as administrative agent
(UBS in such capacity, together with any successor(s) thereto in such
capacity, the "Agent"), NATIONSBANK OF TEXAS, N.A. ("NB") and TEXAS
COMMERCE BANK NATIONAL ASSOCIATION ("TCB"), as managing agents (NB and
TCB in such capacities, together with any successor(s) thereto in such
capacities, collectively called the "Managing Agents"), BANK OF MONTREAL
("BOM"), CIBC INC. ("CIBC"), THE FIRST NATIONAL BANK OF CHICAGO ("First
Chicago"), ROYAL BANK OF CANADA ("RBC") and SOCIETE GENERALE, SOUTHWEST
AGENCY ("SocGen"), as co-agents (BOM, CIBC, First Chicago, RBC and
SocGen in such capacities, together with any successor(s) thereto in
such capacities, collectively called the "Co-Agents"), and certain
commercial lending institutions as are or may become parties hereto
(collectively, the "Lenders")."
All descriptive references to the Credit Agreement contained in the
Exhibits and cover page to the Credit Agreement are hereby understood to be
appropriately amended so as to mirror, as closely as the context may allow, the
immediately preceding descriptive language.
B. Section 1.1 of the Credit Agreement is amended by adding the
following definitions in the appropriate alphabetical order:
"Co-Agents" is defined in the preamble.
"First Amendment" means that certain First Amendment to Credit
Agreement dated as of October 15, 1996 by and among the Borrower, the
Lenders, the Agent, the Managing Agents and the Co-Agents, as may be
amended, supplemented, restated or otherwise modified from time to time.
"Managing Agents" is defined in the preamble.
C. The following definitions appearing in Section 1.1 of the Credit
Agreement are hereby amended and restated in their entirety as follows:
"Lenders" means the financial institutions listed on the
signature pages of the First Amendment and their respective successors
and assigns in accordance with Section 10.11 of the Credit Agreement
(including any commercial lending institution becoming a party hereto
pursuant to a Lender Assignment Agreement) or otherwise by operation of
law.
"Percentage" means, relative to any Lender, the percentage set
forth opposite the name of such Lender in Exhibit B of the First
Amendment as such percentage may be adjusted from time to time pursuant
to Lender Assignment Agreements executed by a Lender and its Assignee
Lenders and delivered pursuant to Section 10.11.
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D. Section 3.1(b)(ii) is amended in its entirety to read as follows:
"(ii) the net cash proceeds from the issuance by the Borrower or
any of its Subsidiaries of any common stock or preferred stock (other
than stock issued by a Subsidiary of the Borrower to the Borrower or a
wholly- owned Subsidiary of the Borrower and other than sales of stock
to officers, directors or employees pursuant to a stock option plan or
otherwise), to the extent that the proceeds of any such issuance of
common stock or preferred stock of the Borrower are not used to repay
all or any portion of the Borrower's 4 1/4% Convertible Subordinated
Notes due 2003; and"
E. The proviso at the end of Section 3.1(c) of the Credit Agreement
following clause (c)(iii) is amended in its entirety to read as follows:
"provided, however, that if on or before December 31, 1996, at
least $200,000,000 in the aggregate principal amount of the Borrower's 4
1/4% Convertible Subordinated Notes due 2003 shall have been converted
into, exchanged for or repaid with proceeds from the issuance of shares
of common stock or preferred stock of the Borrower, then (1) the dollar
amounts in the foregoing clauses (c)(i),(ii) and (iii) shall be replaced
with $0, $50,000,000 and $100,000,000, respectively, and (2) as of June
30, 1998, the Borrower shall in addition to any prepayments pursuant to
clause (b), make a prepayment on the Term Facility in an amount equal to
the positive difference, if any, of $150,000,000 minus the sum of (A)
all prepayments made on or prior to such date pursuant to the foregoing
clauses (a) and (b)(ii) plus (B) the mandatory prepayments, if any, made
pursuant to the foregoing clauses (c)(i), (ii) and (iii)."
F. Article IX of the Credit Agreement is hereby amended in its
entirety to read as follows:
" ARTICLE IX
THE AGENT, THE MANAGING AGENTS AND THE CO-AGENTS
SECTION 9.1 Actions. Each Lender hereby (i) appoints UBS as the Agent
under this Agreement, the Notes and each other Loan Document, (ii) acknowledges
each of NB and TCB as a Managing Agent under this Agreement, the Notes and each
other Loan Document, and (iii) acknowledges each of BOM, CIBC, First Chicago,
RBC and SocGen as a Co-Agent under this Agreement, the Notes and each other
Loan Document. Each Lender authorizes the Agent to act on behalf of such
Lender under this Agreement, the Notes and each other Loan Document and, in the
absence of other written instructions from the Required Lenders received from
time to time by the Agent (with respect to which the Agent agrees that it will
comply, except as otherwise provided in this Section or as otherwise advised by
counsel), to exercise such powers hereunder and thereunder as are specifically
delegated to or required of the Agent by the terms
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hereof and thereof, together with such powers as may be reasonably incidental
thereto. Each Lender acknowledges that none of the Managing Agents and the
Co-Agents have any duties or obligations under this Agreement in connection
with their capacity as a Managing Agent or a Co-Agent, as the case may be.
Each Lender hereby indemnifies (which indemnity shall survive any termination
of this Agreement) each of the Agent, the Managing Agents and the Co-Agents,
pro rata according to such Lender's Percentage, whether or not related to any
singular, joint or concurrent negligence of the Agent, the Managing Agents and
the Co-Agents, from and against any and all liabilities, obligations, losses,
damages, claims, costs or expenses of any kind or nature whatsoever which may
at any time be imposed on, incurred by, or asserted against, the Agent, any
Managing Agent or any Co-Agent in any way relating to or arising out of this
Agreement, the Notes and any other Loan Document, including reasonable
attorneys' fees, and as to which the Agent, such Managing Agent or such
Co-Agent is not reimbursed by the Borrower; provided, however, that no Lender
shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, claims, costs or expenses which are determined by
a court of competent jurisdiction in a final proceeding to have resulted solely
from the Agent's, such Managing Agent's or such Co-Agent's gross negligence or
wilful misconduct. None of the Agent, the Managing Agents and the Co-Agents
shall be required to take any action hereunder, under the Notes or under any
other Loan Document, or to prosecute or defend any suit in respect of this
Agreement, the Notes or any other Loan Document, unless it is indemnified
hereunder to its satisfaction. If any indemnity in favor of the Agent, any
Managing Agent or any Co-Agent shall be or become inadequate, in the Agent's,
such Managing Agent's or such Co-Agent's determination, as the case may be, the
Agent, such Managing Agent or such Co-Agent, as the case may be, may call for
additional indemnification from the Lenders and cease to do the acts
indemnified against hereunder until such additional indemnity is given.
Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, none of the Agent, the Managing Agents
and the Co-Agents shall have any duties or responsibilities, except as
expressly set forth herein, nor shall any of the Agent, the Managing Agents and
the Co-Agents have or be deemed to have any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against any of the Agent, the Managing Agents and
the Co-Agents.
SECTION 9.2 Funding Reliance, etc. Unless the Agent shall have been
notified by telephone, confirmed in writing, by any Lender by 5:00 p.m., New
York time, on the day prior to a Borrowing that such Lender will not make
available the amount which would constitute its Percentage of such Borrowing on
the date specified therefor, the Agent may assume that such Lender has made
such amount available to the Agent and, in reliance upon such assumption, make
available to the Borrower a corresponding amount. If and to the extent that
such Lender shall not have made such amount available to the Agent, such Lender
and the Borrower severally agree to repay the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
the Agent made such amount available to the Borrower to the date such amount is
repaid to the Agent, at the Federal Funds Rate.
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SECTION 9.3 Exculpation. None of the Agent, the Managing Agents, the
Co-Agents and their respective directors, officers, employees or agents shall
be liable to any Lender for any action taken or omitted to be taken by it under
this Agreement or any other Loan Document, or in connection herewith or
therewith, except for its own wilful misconduct or gross negligence, nor
responsible for any recitals or warranties herein or therein, nor for the
effectiveness, enforceability, validity or due execution of this Agreement or
any other Loan Document, nor to make any inquiry respecting the performance by
the Borrower of its obligations hereunder or under any other Loan Document.
Any such inquiry which may be made by the Agent, any Managing Agent or any
Co-Agent shall not obligate it to make any further inquiry or to take any
action. Each of the Agent, the Managing Agents and the Co-Agents shall be
entitled to rely upon advice of counsel concerning legal matters and upon any
notice, consent, certificate, statement or writing which the Agent, such
Managing Agent or such Co-Agent believes to be genuine and to have been
presented by a proper Person.
SECTION 9.4 Successor. Any of the Agent, the Managing Agents and the
Co-Agents may resign as such at any time upon at least 30 days' prior notice to
the Borrower and all Lenders. If the Agent at any time shall resign, the
Required Lenders may appoint another Lender as the successor Agent which shall
thereupon become the Agent hereunder. If no successor Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment,
within 30 days after the retiring Agent's giving notice of resignation, then
the retiring Agent may, on behalf of the Lenders, appoint a successor Agent,
which shall be one of the Lenders or a commercial banking institution organized
under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of
a commercial banking institution, and having a combined capital and surplus of
at least $500,000,000. Upon the acceptance of any appointment as the Agent
hereunder by a successor Agent, such successor Agent shall be entitled to
receive from the retiring Agent such documents of transfer and assignment as
such successor Agent may reasonably request, and shall thereupon succeed to and
become vested with all rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations under this Agreement. After a retiring Agent's, Managing Agent's
or Co-Agent's resignation hereunder as Agent, Managing Agent or Co-Agent, the
provisions of this Article IX shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was the Agent under this Agreement,
and Section 10.4 (and, with respect to the Agent, Section 10.3) shall continue
to inure to its benefit.
SECTION 9.5 Loans by the Agents. Each of the Agent, the Managing
Agents and the Co-Agents shall have the same rights and powers with respect to
(x) the Loans made by it or any of its Affiliates, and (y) the Notes held by it
or any of its Affiliates as any other Lender and may exercise the same as if it
were not the Agent, a Managing Agent or a Co- Agent, as the case may be. Each
of the Agent, the Managing Agents and the Co-Agents and its Affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with the Borrower or any Subsidiary or Affiliate of the Borrower as if
it were not the Agent, a Managing Agent or a Co-Agent hereunder, as the case
may be.
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SECTION 9.6 Credit Decisions. Each Lender acknowledges that it has
made its own credit decision to extend its Commitments hereunder (i)
independently of each of the Agent, the Managing Agents, the Co-Agents and each
other Lender, and (ii) based on such Lender's review of the financial
information of the Borrower, this Agreement, the other Loan Documents (the
terms and provisions of which being satisfactory to such Lender) and such other
documents, information and investigations as such Lender has deemed
appropriate. Each Lender also acknowledges that it will continue to make its
own credit decisions as to exercising or not exercising from time to time any
rights and privileges available to it under this Agreement or any other Loan
Document (i) independently of each of the Agent, the Managing Agents, the Co-
Agents and each other Lender, and (ii) based on such other documents,
information and investigations as it shall deem appropriate at any time.
SECTION 9.7 Copies, etc. The Agent shall give prompt notice to each
Lender of each notice or request required or permitted to be given to the Agent
by the Borrower pursuant to the terms of this Agreement (unless concurrently
delivered to the Lenders by the Borrower). The Agent will distribute to each
Lender each document or instrument received for its account and copies of all
other communications received by the Agent from the Borrower for distribution
to the Lenders by the Agent in accordance with the terms of this Agreement."
G. Section 10.4 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"SECTION 10.4 Indemnification. In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrower hereby indemnifies, exonerates and holds the Agent, each Managing
Agent, each Co-Agent and each Lender and each of their respective officers,
directors, employees and agents (collectively, the "Indemnified Parties"),
whether or not related to any negligence of the Indemnified Parties, free and
harmless from and against any and all actions, causes of action, suits, losses,
costs, liabilities and damages, and expenses incurred in connection therewith
(irrespective of whether any such Indemnified Party is a party to the action
for which indemnification hereunder is sought), including reasonable attorneys'
fees and disbursements (collectively, the "Indemnified Liabilities"), incurred
by the Indemnified Parties or any of them as a result of, or arising out of, or
relating to any transaction financed or to be financed in whole or in part,
directly or indirectly, with the proceeds of any Loan; the entering into and
performance of this Agreement and any other Loan Document by any of the
Indemnified Parties; any investigation, litigation or proceeding related to any
acquisition or proposed acquisition by the Borrower or any of its Significant
Subsidiaries of all or any portion of the stock or assets of any Person,
whether or not the Agent, such Managing Agent, such Co-Agent or such Lender is
party thereto; any investigation, litigation or proceeding related to any
environmental cleanup, audit, compliance or other matter relating to the
protection of the environment or the Release by the Borrower or any of its
Significant Subsidiaries of any Hazardous Material; or the presence on or
under, or the escape, seepage, leakage, spillage, discharge, emission,
discharging or releases from, any
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real property owned or operated by the Borrower or any Subsidiary thereof of
any Hazardous Material (including any losses, liabilities, damages, injuries,
costs, expenses or claims asserted or arising under any Environmental Law),
regardless of whether caused by, or within the control of, the Borrower or such
Subsidiary, except for any such Indemnified Liabilities arising for the account
of a particular Indemnified Party by reason of the relevant Indemnified Party's
gross negligence or wilful misconduct. If and to the extent that the foregoing
undertaking may be unenforceable for any reason, the Borrower hereby agrees to
make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law."
H. Clause (d) of Section 10.1 of the Credit Agreement is hereby
amended and restated in it entirety to read as follows:
"(d) affect adversely the interests, rights or obligations of the
Agent as Agent, any Managing Agent as Managing Agent or any Co-Agent as
Co-Agent shall be made without the consent of such Agent, Managing Agent or
Co-Agent."
I. Section 10.3 of the Credit Agreement is amended by inserting
"(i)" in the second line after the word "of", by deleting "(i)" from the fourth
line after the word "with", and by adding the phrase "the Agent and the Lenders
in connection with" after the "(ii)" in the eight line.
J. (i) The definition of "Guarantor" in Section 1.1 of the Credit
Agreement is hereby amended by deleting the section reference "Section 7.1.10"
and inserting the section reference "Section 7.1.9" in its place; (ii) Section
2.5.1 of the Credit Agreement is hereby amended by deleting the word "day" from
the second line and inserting the term "Business Day" in its place; (iii)
Section 10.1(b) of the Credit Agreement is hereby amended by deleting the
section reference "Section 2.2.2" and inserting the section reference "Section
2.3" in its place; and (iv) Section 10.11.2 of the Credit Agreement is hereby
amended by adding the reference "4.7," after "4.6," and before "4.8" in the
second line of the last sentence.
K. The second sentence of Section 2.2.4(a) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:
"Each Competitive Bid Quote must comply with the requirements of this
Section 2.2.4 and must be submitted to the Agent by telecopy (except in the
case of UBS) at its offices specified in Section 10.2 not later than (i) in the
case of a Eurodollar Auction, (A) with respect to UBS, 12:45 p.m. (New York
time), at least three Business Days prior to the proposed Borrowing Date and
(B) with respect to each other Lender, 1:00 p.m. (New York time), at least
three Business Days prior to the proposed Borrowing Date, or (ii) in the case
of an Absolute Rate Auction, (A) with respect to UBS, 9:45 a.m. (New York time)
on the proposed Borrowing Date and (B) with respect to each other Lender, 10:00
a.m. (New York time) on the proposed
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Borrowing Date (or, with respect to clauses (i) and (ii) and upon reasonable
prior notice to the Lenders, such other time and date as the Borrower and the
Agent may agree provided that UBS shall submit its Competive Bid Quote fifteen
minutes before the time that the other Lenders are required to submit their
Competitive Bid Quotes)."
SECTION 3. Conditions to Effectiveness.
A. Sections 2(D) and 2(E) and, except as provided in the following
Section 3(B), all other provisions of this First Amendment shall become
effective on October 15, 1996, provided that the Agent shall have received all
of the following, in form and substance satisfactory to the Agent, and in
sufficient number of signed counterparts to provide one for each Lender:
(i) Counterparts of this First Amendment, duly executed by
each of the Borrower, the Lenders, the Agent, the Managing Agents and
the Co-Agents; and
(ii) A certificate of the Secretary or an Assistant Secretary
of the Borrower (x) certifying that the resolutions of its Board of
Directors authorizing the execution, delivery and performance of the
Credit Agreement remain in full force and effect, and (y) identifying
its Authorized Officers authorized to sign this First Amendment and
attaching a sample of the true signature of each such officer.
B. Sections 2(A), 2(B), 2(C), 2(F) and 2(G) of this First Amendment
shall become effective on October 18, 1996, conditioned upon the satisfaction
of the conditions described in Sections 3(A)(i) and (ii) and upon the
fulfillment of the following additional conditions:
(i) Duly executed promissory notes substantially in the form
of Exhibits 2.2.1, 2.8A and 2.8B to the Credit Agreement payable to the
order of each Lender;
(ii) Payment by each Lender (other than UBS) to the Agent of
the amount shown in Exhibit A to this First Amendment; and
(iii) Such other documents as the Agent may reasonably request.
C. Upon the effectiveness of the entire First Amendment and
satisfaction of all the conditions in this Section 3, (i) each Lender signatory
to this First Amendment shall for all purposes be a Lender party to the Credit
Agreement as amended by this First Amendment and any other Loan Documents
executed by the Lenders and shall have the rights and obligations of a Lender
under the Loan Documents to the same extent as if they were originally parties
to the Credit Agreement, and no further consent or action by the Borrower, any
Lender, the Agent, any Managing Agent or any Co- Agent shall be required and
the Lenders (including UBS) shall have the Commitment and percentages set forth
in Exhibit B hereto, and (ii) to the extent that its Commitment, Percentage,
rights and obligations under the Credit Agreement have been
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amended in connection with this First Amendment, UBS in its capacity as a
Lender shall be released from its obligations under the Credit Agreement and
under the other Loan Documents and the Commitment and Percentage of UBS in its
capacity as a Lender shall be modified as provided in this First Amendment.
Each Lender, each Managing Agent and each Co-Agent hereby acknowledges and
consents to the amendments in Sections 2(D) and 2(E).
SECTION 4. Representations and Warranties. To induce the Lenders,
the Agent, the Managing Agents and the Co- Agents to enter into this First
Amendment, the Borrower hereby reaffirms, as of the date hereof, its
representations and warranties contained in Article VI of the Credit Agreement
and in each other Loan Document to which it is a party (except to the extent
such representations and warranties relate solely to an earlier date) and
additionally represents and warrants as follows:
A. Authorization; No Conflict. The execution and delivery of this
First Amendment and the performance by the Borrower of its Obligations under
this First Amendment, the Credit Agreement as amended by this First Amendment,
and the other Loan Documents, are within the Borrower's corporate powers, have
been duly authorized by all necessary corporate action and do not contravene or
conflict with any provision of law or of the articles of incorporation, bylaws
or other organic documents of the Borrower, or of any material agreement
binding upon the Borrower.
B. Validity and Binding Nature. This First Amendment and the Credit
Agreement as amended by this First Amendment are legal, valid and binding
obligations of the Borrower, enforceable against the Borrower in accordance
with their respective terms except as (i) enforceability thereof may be limited
by bankruptcy, insolvency or similar laws affecting creditors' rights generally
and (ii) rights of acceleration and the availability of equitable remedies may
be limited by equitable principles of general applicability.
C. Consents. No action, consent or approval of, or registration or
filing with, or any other action by any governmental authority is required in
connection with the execution, delivery and performance by the Borrower of this
First Amendment, the Credit Agreement as amended by this First Amendment, or
any other Loan Document or the legality, validity, binding effect or
enforceability of this First Amendment, the Credit Agreement as amended by this
First Amendment, or the other Loan Documents.
SECTION 5. Reaffirmation of Credit Agreement. This First Amendment
shall be deemed to be an amendment to the Credit Agreement, and the Credit
Agreement, as amended hereby, is hereby ratified, approved and confirmed in
each and every respect. All references to the Credit Agreement in any other
document, instrument, agreement or writing shall hereafter be deemed to refer
to the Credit Agreement as amended hereby.
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SECTION 6. Headings. The various headings of this First Amendment
are inserted for convenience only and shall not affect the meaning or
interpretation of this First Amendment or any provisions hereof or thereof.
SECTION 7. Governing Law; Entire Agreement. THIS FIRST AMENDMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS
OF THE STATE OF NEW YORK. This First Amendment constitutes the entire
understanding among the parties hereto with respect to the subject matter
hereof and supersede any prior agreements, written or oral, with respect
thereto.
SECTION 8. Execution in Counterparts, Effectiveness, etc. This First
Amendment may be executed by the parties hereto in several counterparts, each
of which shall be executed by the different parties on different counterparts
and be deemed to be an original and all of which shall constitute together but
one and the same First Amendment.
SECTION 9. Successors and Assigns. This First Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that: the Borrower may
not assign or transfer its rights or obligations hereunder without the prior
written consent of the Agent and all Lenders; and the rights of sale,
assignment and transfer of the Lenders are subject to Section 10.11 of the
Credit Agreement.
SECTION 10. Waiver of Jury Trial. THE AGENT, THE MANAGING AGENTS, THE
CO-AGENTS, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS FIRST AMENDMENT, UNDER THE CREDIT AGREEMENT, UNDER ANY OTHER LOAN
DOCUMENT, UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR
WHICH MAY BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR UNDER ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF THE AGENT, THE MANAGING AGENTS, THE CO-AGENTS, THE LENDERS OR THE
BORROWER. THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH
OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE AGENT, THE MANAGING AGENTS, THE CO-AGENTS AND THE
LENDERS ENTERING INTO THIS FIRST AMENDMENT AND EACH SUCH OTHER LOAN DOCUMENT.
SECTION 11. Forum Selection and Consent to Jurisdiction. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
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FIRST AMENDMENT, UNDER THE CREDIT AGREEMENT, UNDER ANY OTHER LOAN DOCUMENT,
UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY
BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR UNDER ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF THE AGENT, THE MANAGING AGENTS, THE CO-AGENTS, THE LENDERS OR THE BORROWER
SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW
YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE AGENT'S OPTION, IN THE
COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. THE BORROWER, THE AGENT, EACH MANAGING AGENT, EACH CO-AGENT AND EACH
LENDER HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH ABOVE AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
IN CONNECTION WITH SUCH LITIGATION. THE BORROWER, THE AGENT, EACH MANAGING
AGENT, EACH CO-AGENT AND EACH LENDER FURTHER IRREVOCABLY CONSENT TO THE SERVICE
OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN
OR WITHOUT THE STATE OF NEW YORK. THE BORROWER, THE AGENT, EACH MANAGING
AGENT, EACH CO-AGENT AND EACH LENDER HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF
ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 12. Severability. Any provision of this First Amendment, the
Credit Agreement as amended by this First Amendment or any other Loan Document
which is prohibited or unenforceable in any jurisdiction shall, as to such
provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
11
14
remaining provisions of this First Amendment, the Credit Agreement as amended
by this First Amendment or such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.
SECTION 13. No Oral Agreements. THIS WRITTEN FIRST AMENDMENT TOGETHER
WITH THE OTHER LOAN DOCUMENTS REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
12
15
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers thereunto duly authorized as of the
day and year first above written and shall be effective as of such date.
NOBLE AFFILIATES, INC.
By:/s/ XXXXXXX X. XXXXXXX
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President Finance and Treasurer
Address: 000 Xxxx Xxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Facsimile No.: 405/221-1386
Telephone No.: 405/000-0000
Attention: Xxxxxxx X. Xxxxxxx
00
XXXXX XXXX XX XXXXXXXXXXX, Houston Agency,
Individually as a Lender and as the Agent
By: /s/ XXXXX XXXXX
------------------------------------------------
Name: Xxxxx Xxxxx
Title: Managing Director
By: /s/ J. XXXXXX XXXXXXXXXXX
------------------------------------------------
Name: J. Xxxxxx Xxxxxxxxxxx
Title: Assistant Treasurer
Domestic
Office: 0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention:
Telephone: (000) 000-0000
Eurodollar
Office: 0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention:
Telephone: (000) 000-0000
17
NATIONSBANK OF TEXAS, N.A,
Individually as a Lender and as Managing Agent
By: /s/ XXXX X. XXXXXX
--------------------------------------------------
Name: XXXX X. XXXXXX
Title: VICE PRESIDENT
Domestic
Office: 000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Eurodollar
Office: 000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Send copies to:
NATIONSBANK OF TEXAS, N.A.
000 Xxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
18
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
Individually as a Lender and as Managing Agent
By:/s/ XXXX X. XXXX
--------------------------------------------------
Name: XXXX X. XXXX
Title: SENIOR VICE PRESIDENT
Domestic
Office: 0000 Xxxx Xxx., 0xx Xxxxx
Xxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxx
Telephone: (000) 000-0000
Eurodollar
Office: 0000 Xxxx Xxx., 0xx Xxxxx
Xxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxx
Telephone: (000) 000-0000
19
BANK OF MONTREAL, Individually as a Lender
and as Co-Agent
By:/s/ XXXXXX X. XXXXXXX
--------------------------------------------------
Name: XXXXXX X. XXXXXXX
Title: Director, U.S. Corporate Banking
Domestic
Office: 000 X. XxXxxxx, 00X
Xxxxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx Xxxxx
Telephone: (000) 000-0000
Eurodollar
Office: 000 X. XxXxxxx,00X
Xxxxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx Xxxxx
Telephone: (000) 000-0000
Send copies to:
000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
20
CIBC INC., Individually as a Lender and as Co-Agent
By:/s/ XXXX X. XXXXXXX
--------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: AUTHORIZED SIGNATORY
Domestic
Office: 0000 Xxxxx Xxxxx Xx.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxxxxx
Telephone: (000) 000-0000
Eurodollar
Office: 0000 Xxxxx Xxxxx Xx.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxxxxx
Telephone: (000) 000-0000
Send copies to:
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
21
THE FIRST NATIONAL BANK OF CHICAGO,
Individually as a Lender and as Co-Agent
By: /s/ XXXX X. XXXXXXXX
--------------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Assistant Vice President
Domestic
Office: One First National Plaza
0634, 1FNP, 10
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Eurodollar
Office: One First National Plaza
0634, 1FNP, 10
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Send copies to:
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxxxx
Telephone: (000) 000-0000
22
ROYAL BANK OF CANADA, Individually as a Lender
and as Co-Agent
By: /s/ XXXXX X. XXXXXXXX
--------------------------------------------------
Name: XXXXX X. XXXXXXXX
Title: MANAGER
Domestic
Office: 0 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile No.: (000) 000 0000
Attention: Xxxxx Xxxxx, Loan Administrator
Telephone: (000) 000 0000
Eurodollar
Office: 0 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile No.: (000) 000 0000
Attention: Xxxxx Xxxxx, Loan Administrator
Telephone: (000) 000 0000
23
SOCIETE GENERALE, SOUTHWEST AGENCY,
Individually as a Lender and as Co-Agent
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------------------------------
Name: XXXXXXX X. XXXXXXXX
Title: FIRST VICE PRESIDENT AND MANAGER
Domestic
Office: 0000 Xxxx Xxx., Xxxxx 0000
Xxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxx
Telephone: (000) 000-0000
Eurodollar
Office: 0000 Xxxx Xxx., Xxxxx 0000
Xxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
24
BANK OF AMERICA ILLINOIS,
as a Lender
By: /s/ XXXXXXX X. XXXXXX
--------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
Domestic
Office: Bank of America NT&SA
0000 Xxxxxxx Xxxx., 0xx Xx.
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000
With a copy to: Bank of America
Address: 000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Eurodollar
Office: Bank of America NT&SA
0000 Xxxxxxx Xxxx., 0xx Xx.
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000
With a copy to: Bank of America
Address: 000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
00
XXX XXXX XX XXX XXXX, as a Lender
By: /s/ XXXXXXX X. XXXXXX
--------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Domestic
Office: The Energy Industries Division
Xxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Eurodollar
Office: Eurodollar/Cayman Funding Area
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Tafurd
Telephone: (000) 000-0000
26
BANQUE PARIBAS, as a Lender
By: /s/ XXXXXX X. XXXXXXXX
-------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Group Vice President
By: /s/ XXXXXXX XXXXXX
-------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Assistant Vice President
Domestic
Office: 0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention:
Telephone:
Eurodollar
Office: 0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention:
Telephone:
27
THE FUJI BANK, LIMITED - HOUSTON AGENCY, as a Lender
By: /s/ XXXXXXXX XXXXX
--------------------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President
Domestic
Office: One Houston Center
Suite 4100
0000 XxXxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxx
Telephone: (000) 000-0000
Eurodollar
Office: Xxx Xxxxxxx Xxxxxx
Xxxxx 0000
0000 XxXxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxx
Telephone: (000) 000-0000
00
XXXXX XXXXX XXXXXXXX XXXX XX XXXXX XXXXXXXX,
as a Lender
By: /s/ XXXXXXX X. XXXXXXXXXX
--------------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
Domestic
Office: 000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. 00000
Facsimile No.: (000) 000-0000
Attention:
Telephone:
Eurodollar
Office: 000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. 00000
Facsimile No.: (000) 000-0000
Attention:
Telephone:
Send copies to:
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxxxx
Telephone: (000) 000-0000
29
CREDIT LYONNAIS, NEW YORK BRANCH,
as a Lender
By: /s/ PASCAL POUPELLE
--------------------------------------------------
Name: Pascal Poupelle
Title: Senior Vice President
Domestic
Office: Credit Lyonnais New York Branch
c/o Credit Lyonnais Houston
Representative Xxxxxx
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xx. Xxxxxxxxxx Xxxxxx
Telephone: (000) 000-0000
Eurodollar
Office: Credit Lyonnais New York Branch
c/o Credit Lyonnais Houston
Representative Xxxxxx
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xx. Xxxxxxxxxx Xxxxxx
Telephone: (000) 000-0000
30
MELLON BANK, N.A., as a Lender
By: /s/ E. XXXX XXXXXX, XX.
--------------------------------------------------
Name: E. Xxxx Xxxxxx, Xx.
Title: First Vice President
Domestic
Office: Three Mellon Bank Center
#2307
Xxxxxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxxx Xxxxx
Telephone: (000) 000-0000
Eurodollar
Office: Three Mellon Bank Center
#2307
Xxxxxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxxx Xxxxx
Telephone: (000) 000-0000
Send copies to:
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
31
THE SANWA BANK LTD., DALLAS AGENCY, as a Lender
By: /s/ XXXXX XXXXXX
--------------------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Domestic
Office: 0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention:
Telephone:
Eurodollar
Office: 0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention:
Telephone:
32
THE SUMITOMO BANK, LIMITED,
HOUSTON AGENCY, as a Lender
By: /s/ TOSHIRO KUBOTA
----------------------------------
Name: Toshiro Kubota
Title: Joint General Manager
Domestic
Office: 000 Xxxxxxxxx Xx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx Xxxxxxx
Telephone: (000) 000-0000
Eurodollar
Office: 000 Xxxxxxxxx Xx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx Xxxxxxx
Telephone: (000) 000-0000
33
LIBERTY BANK AND TRUST COMPANY
OF OKLAHOMA CITY, N.A., as a Lender
By: /s/ XXXXX XXXXXXXXXXXXXX
--------------------------------------------------
Name: Xxxxx Xxxxxxxxxxxxxx
Title: Vice President
Domestic
Office: 000 Xxxxx Xxxxxxxx
Xxxxxxxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxxxxxxxxxxx
Telephone: (000) 000-0000
Eurodollar
Office: 000 Xxxxx Xxxxxxxx
Xxxxxxxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxxxxxxxxxxx
Telephone: (000) 000-0000
34
CONSENT AND AGREEMENT OF GUARANTORS
The undersigned Guarantor hereby consents and acknowledges that this
First Amendment shall be deemed to be an amendment to the Credit Agreement, and
the Credit Agreement, as amended hereby, is hereby ratified, approved and
confirmed in each and every respect. The Guarantor acknowledges that the
Guaranty remains in full force and effect and guarantees the Obligations of the
Borrower pursuant to the Credit Agreement as amended by this First Amendment.
All references to the Credit Agreement in the Guaranty and any other document,
instrument, agreement or writing to which the Guarantor is party shall
hereafter be deemed to refer to the Credit Agreement as amended by this First
Amendment.
SAMEDAN OIL COMPANY,
as Guarantor
By /s/ X X XXXXXXX
--------------------------------------
Name: X X Xxxxxxx
Title: VP-Finance
ENERGY DEVELOPMENT COMPANY,
as Guarantor
By /s/ X X XXXXXXX
-------------------------------------
Name: X X Xxxxxxx
Title: VP-Finance
35
EXHIBIT "A"
NAME OF LENDER AMOUNT PAYABLE TO AGENT
-------------- -----------------------
NationsBank of Texas, N.A. 62,500,000.00
Texas Commerce Bank National Association 62,500,000.00
Bank of America Illinois 50,000,000.00
Bank of Montreal 50,000,000.00
The Bank of New York 50,000,000.00
Banque Paribas 50,000,000.00
CIBC Inc. 50,000,000.00
The First National Bank of Chicago 50,000,000.00
The Fuji Bank, Limited - 50,000,000.00
Houston Agency
Royal Bank of Canada 50,000,000.00
Societe Generale, Southwest Agency 50,000,000.00
First Union National Bank 35,000,000.00
of North Carolina
Credit Lyonnais New York Branch 25,000,000.00
Mellon Bank, N.A. 25,000,000.00
The Sanwa Bank Ltd., Dallas Agency 25,000,000.00
The Sumitomo Bank, Limited, 25,000,000.00
Houston Agency
Liberty Bank and Trust Company 15,000,000.00
of Oklahoma City, N.A.
36
EXHIBIT "B"
COMMITMENT COMMITMENT
NAME OF LENDER $ MILLIONS PERCENTAGE
-------------- ---------- ----------
Union Bank of Switzerland, Houston Agency $75 9.3750%
NationsBank of Texas, N.A. 62.5 7.8125%
Texas Commerce Bank National Association 62.5 7.8125%
Bank of America Illinois 50 6.2500%
Bank of Montreal 50 6.2500%
The Bank of New York 50 6.2500%
Banque Paribas 50 6.2500%
CIBC Inc. 50 6.2500%
The First National Bank of Chicago 50 6.2500%
The Fuji Bank, Limited -
Houston Agency 50 6.2500%
Royal Bank of Canada 50 6.2500%
Societe Generale, Southwest Agency 50 6.2500%
First Union Bank of North Carolina 35 4.3750%
Credit Lyonnais New York Branch 25 3.1250%
Mellon Bank, N.A. 25 3.1250%
The Sanwa Bank Ltd., Dallas Agency 25 3.1250%
The Sumitomo Bank, Limited, 25 3.1250%
Houston Agency
Liberty Bank and Trust Company 15 1.8750%
of Oklahoma City, N.A.
---------- --------
TOTAL $800 100.0000%
