[CONFORMED COPY]
AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT
AMENDMENT AND WAIVER dated as of January 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 (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, after this Amendment and Waiver becomes
effective, 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)
$85,000,000. 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 date hereof, the "Debt Limit", as
determined in accordance with subsection (b) of Section 4.17 of the Credit
Agreement, shall be $85,000,000.
SECTION 3. Amendment to Section 4.17(c)(ii). Section 4.17(c)(ii) of the
Credit Agreement is hereby amended in its entirety as set forth below:
"(ii) Upon any sale by the Borrowers or the Property Base
Subsidiaries of Petroleum Property having, together with all previous
such sales not taken into account in previous adjustments or
redeterminations of the Debt Limit pursuant to this Section 4.17(c), an
aggregate fair market value of $1,000,000 or more, under circumstances
when subparagraph (iv) is not applicable, or, if subparagraph (iv) is
applicable, until the Debt Limit is redetermined pursuant to
subparagraph (iv), the Debt Limit shall be reduced, effective on the
date of consummation of such sale, by an amount equal to 50% of the
aggregate net proceeds to the Borrowers and the Property Base
Subsidiaries of (x) such sale and (y) all previous such sales not taken
into account in previous adjustments or rederminations of the Debt
Limit pursuant to this Section 4.17(c)."
SECTION 4. 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 the Properties described in
Schedules A-1 and A- 2 hereto for an aggregate purchase price of approximately
$3,950,000 and $2,000,000, respectively, in each case substantially on the terms
described by HEC to the Banks prior to the date hereof.
SECTION 5. 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 6. 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 7. Governing Law. This Amendment and Waiver shall be
governed by and construed in accordance with the laws of the State of New York.
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SECTION 8. 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 9. Effectiveness. This Amendment and Waiver shall become
effective as of the date hereof on the date on which the Agent shall have
received 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.
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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
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XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Xxxx Xxxxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxx Xxxxxxxxx
Title: Senior Vice President
BANK OF AMERICA, N.A., formerly
NATIONSBANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxx
Title: Principal
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Acknowledged by:
HALLWOOD LA PLATA, LLC
LA PLATA ASSOCIATES, LLC
By: HALLWOOD PETROLEUM, INC.
By:/s/ Xxxxxxxx X. Xxxxxx
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/ Xxxxxxxx X. Xxxxxx
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/ Xxxxxxxx X. Xxxxxx
Title: Vice President
The General Partner of Hallwood Consolidated
Partners, L.P.
(NY) 27008/757/AMEND/amend00.2.conf
SCHEDULE A-1
The Properties marked by an asterisk in this Schedule A-1 are the
Properties referred to in Section 4 of the Amendment and Waiver to which this
Schedule A-1 is attached.
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SCHEDULE A-2
The Properties marked by an asterisk in this Schedule A-2 are the
Properties referred to in Section 4 of the Amendment and Waiver to which this
Schedule A-2 is attached.
(NY) 27008/757/AMEND/amend00.2.conf
