Exhibit 99.3 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 14, 1995
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Exhibit 99.3
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FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
dated as of April 14, 1995
among
APACHE CORPORATION
and
VARIOUS COMMERCIAL LENDING INSTITUTIONS,
and
THE FIRST NATIONAL BANK OF CHICAGO,
as Administrative Agent and Arranger
and
CHEMICAL BANK,
as Co-Agent and Arranger
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FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of April 14, 1995, (the "First Amendment"), is among APACHE
CORPORATION, a Delaware corporation (the "Company"), the various commercial
lending institutions as are or may become parties hereto (the "Lenders"), THE
FIRST NATIONAL BANK OF CHICAGO, as Administrative Agent (in such capacity, the
"Administrative Agent") and Arranger (in such capacity, an "Arranger") and
CHEMICAL BANK, as Co-Agent (in such capacity, the "Co-Agent") and Arranger (in
such capacity, an "Arranger").
W I T N E S S E T H:
1. The Company, The First National Bank of Chicago, and Chemical
Bank are parties to that certain Third Amended and Restated Credit Agreement,
dated as of March 1, 1995 (the "Third Amended and Restated Credit Agreement").
2. The parties to the Third Amended and Restated Agreement intend
to amend it to add additional Lenders as parties to the Third Amended and
Restated Credit Agreement and to otherwise amend the Third Amended and Restated
Credit Agreement as follows:
I. AMENDMENTS TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT.
A. The definition of "Debt/Capitalization Ratio" appearing in
Section 1.1 of the Third Amended and Restated Credit Agreement is amended by
deleting the period at the end and adding the phrase "and the calculation of
facility fees." after the word "Spread".
B. The definition of "Interest Period" appearing in Section 1.1
of the Third Amended and Restated Credit Agreement is amended by deleting the
term "Closing Date" therefrom and adding the term "Effective Date" in lieu
thereof.
C. The definition of "Lenders" appearing in Section 1.1 of the
Third Amended and Restated Credit Agreement is hereby amended in its entirety
as follows:
"Lenders" means the financial institutions listed on the
signature pages of the First Amendment to Third Amended and Restated
Credit Agreement dated as of April 14, 1995 and their respective
successors and assigns in accordance with Section 17.3 (including any
commercial lending institution becoming a party hereto pursuant to an
Assignment Agreement) or otherwise by operation of law.
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D. Subsection 2.2(a) of the Third Amended Restated Credit
Agreement is Amended by deleting from the second sentence thereof the phrase
"delivered prior" and inserting the phrase "delivered immediately prior" in
lieu thereof.
E. Section 11.4 of the Third Amended and Restated Credit is
amended by deleting the period at the end and adding the phrase "(i) Contingent
Obligations of DEKALB in respect of the facility described as item 1 of Part B
of Schedule 11.1 or in respect of the replacement facility therefore described
as item 2 of Part B of Schedule 11.1." after the word "therefrom".
F. The last proviso of Section 11.7(c) of the Third Amended and
Restated Credit Agreement is amended by adding the phase "and its Subsidiaries"
after the name "DEKALB" appearing therein.
G. Part B of Schedule 11.1 of the Third Amended and Restated
Credit Agreement is hereby amended to read in its entirety as follows:
Indebtedness of DEKALB
1. $30 million (Can) revolving term credit facility of DEKALB
Energy Canada Ltd. with Royal Bank of Canada (approximately
$18 million (Can) outstanding as of March 1, 1995).
2. A revolving credit facility of DEKALB Energy Canada Ltd. up to
$30 million (U.S.) aggregate principal amount with a bank
chartered or licensed to operate in Canada, provided the debt
in item B.1. is paid in full and all obligations of DEKALB
Energy Canada Ltd. in connection therewith are terminated.
3. An overdraft facility of DEKALB Energy Canada Ltd. at Royal
Bank of Canada not to exceed $5 million (U.S.) in amount to
facilitate check clearing.
4. 10% Notes of DEKALB due April 15, 1998 (approximately $22.1
million (U.S.) in outstanding principal amount as of March 1,
1995).
5. 9 7/8% Notes of DEKALB due July 15, 2000 (approximately $29.2
million (U.S.) in outstanding principal amount as of March 1,
1995).
II. AGGREGATE AVAILABLE COMMITMENT. This will confirm that as of
the date hereof, the Aggregate Available Commitment is $881,000,000.
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III. EFFECTIVENESS. This First Amendment shall become effective as
of the date hereof when the Administrative Agent shall have received (a)
counterparts hereof duly executed by the Company, the Lenders, the
Administrative Agent and the Co-Agent (or, in the case of any party as to which
an executed counterpart shall not have been received, telegraphic, telex, or
other written confirmation from such party of execution of a counterpart hereof
by such party), (b) duly executed promissory notes substantially in the form of
Exhibits A-1 and A-2 to the Third Amended and Restated Credit Agreement payable
to the order of each Lender and (c) payment by each Lender (other than The
First National Bank of Chicago and Chemical Bank) of the amount shown in
Exhibit A to this First Amendment. Upon effectiveness of this First Amendment,
each Lender signatory to this First Amendment shall for all purposes be a
Lender party to the Third Amendment and Restated 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 Third Amended and
Restated Credit Agreement, and no further consent or action by the Company, the
Lenders or the Agent shall be required and the Lenders (including The First
National Bank of Chicago and Chemical Bank) shall have the Commitment and
percentages set forth in Exhibit B hereto.
IV. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. To induce
the Lenders, the Administrative Agent, the Co-Agent and the Arrangers to enter
into this First Amendment, the Company hereby reaffirms, as of the date hereof,
its representations and warranties in their entirety contained in Article VIII
of the Third Amended and Restated Credit Agreement and in all other documents
executed pursuant thereto (except to the extent such representations and
warranties relate solely to an earlier date) and additionally represents and
warrants as follows:
(i) The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all requisite authority, permits
and approvals, and is in good standing to conduct its business in each
jurisdiction in which its business is conducted.
(ii) The Company has the corporate power and authority and
legal right to execute and deliver this First Amendment and the Notes
and to perform its obligations hereunder and thereunder. The
execution and delivery by the Company of this First Amendment and the
Notes, and the performance of its obligations hereunder and thereunder
have been duly authorized by proper corporate proceedings, and this
First Amendment and the Third Amended and Restated Credit Agreement as
amended hereby constitutes the legal, valid and binding obligation of
the Company, enforceable against the Company in accordance
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with their terms, except as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally.
(iii) No Default or Unmatured Default has occurred and is
continuing as of the date hereof.
(iv) There has been no material adverse change (a) in the
businesses, assets, properties, operations, condition (financial or
otherwise) or results of operations or prospects of the Company and
its Subsidiaries from Xxxxx 0, 0000, (x) affecting the rights and
remedies of the Lenders under and in connection with this First
Amendment, the Third Amended and Restated Credit Agreement as amended
by this First Amendment, and the Notes or (c) in the ability of the
Company to perform its obligations under this First Amendment, the
Third Amended and Restated Credit Agreement as amended by this First
Amendment, or the Notes.
(v) There is no litigation, arbitration, governmental
investigation, proceeding or inquiry pending or, to the knowledge of
any of their officers threatened against or affecting the Company or
its Subsidiaries which is or could have a Material Adverse Effect.
V. DEFINED TERMS. Except as amended hereby, terms used herein
when defined in the Third Amended and Restated Credit Agreement shall have the
same meanings herein unless the context otherwise requires.
VI. REAFFIRMATION OF CREDIT AGREEMENT. This First Amendment shall
be deemed to be an amendment to the Third Amended and Restated Credit
Agreement, and the Third Amended and Restated Credit Agreement, as amended
hereby, is hereby ratified, approved and confirmed in each and every respect.
All references to the Third Amended and Restated Credit Agreement herein and in
any other document, instrument, agreement or writing shall hereafter be deemed
to refer to the Third Amended and Restated Credit Agreement as amended hereby.
VII. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE
OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
All obligations of the Company and rights of the Lenders, the Administrative
Agent, the Co-Agent and the Arrangers and any other holders of the Notes
expressed herein shall be in addition to and not in limitation of those
provided by applicable law.
VIII. SEVERABILITY OF PROVISIONS. Any provision in this First
Amendment that is held to be inoperative, unenforceable, or
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invalid in any jurisdiction shall, as to that jurisdiction, be inoperative,
unenforceable, or invalid without affecting the remaining provisions in that
jurisdiction or the operation, enforceability, or validity of that provision in
any other jurisdiction, and to this end the provisions of this First Amendment
are declared to be severable.
IX. COUNTERPARTS. This First Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one
agreement, and any of the parties hereto may execute this Agreement by signing
any such counterpart.
X. HEADINGS. Article and section headings in this First
Amendment are for convenience of reference only, and shall not govern the
interpretation of any of the provisions of this First Amendment.
XI. SUCCESSORS AND ASSIGNS. This First Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
XII. NOTICE. THIS WRITTEN FIRST AMENDMENT TOGETHER WITH THE THIRD
AMENDED AND RESTATED CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT
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.
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IN WITNESS WHEREOF, the Company, the Lenders, the Administrative
Agent, the Co-Agent and the Arrangers have executed this First Amendment as of
the date first above written.
APACHE CORPORATION
By: /s/ Xxxxx X. XxXxxxxx
--------------------------------
Name: Xxxxx X. XxXxxxxx
Title: Vice President and Treasurer
Address: 0000 Xxxx Xxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000-0000
Attention: Xxxxx XxXxxxxx
Vice President and Treasurer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Xxxxx X. Xxxxxxxxxxx
Vice President and General Counsel
0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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THE FIRST NATIONAL BANK OF CHICAGO,
Individually, as Administrative
Agent and as Arranger
By: /s/ W. Xxxxxx Xxxxx
------------------------
Name: W. Xxxxxx Xxxxx
Title: Attorney-in-Fact
Address Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: W. Xxxxxx Xxxxx, III
Petroleum and Mining
Division, Suite 0363
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Attention: Xxxxxx X. Both
Syndications and
Placement/Agency
Suite 0353
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
9
CHEMICAL BANK, Individually, as Co-Agent
and as Arranger
By: /s/ Xxxxxx Xxxxxx
---------------------------
Name: Xxxxxx Xxxxxx
---------------------------
Title: Mananging Director
---------------------------
Address: 000 Xxxx Xxxxxx
Xxxxxx Xxxxxxxxx,
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention:
------------------------
Telephone:
------------------------
Facsimile:
-----------------------
With a copy to:
Xxxx Xxxxxxx
Chemical Banking Corporation
000 Xxxxxx, 0xx Xxxxx Xxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
10
BANK OF MONTREAL, Individually and as
Lead Manager
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
----------------------------
Title: Director
----------------------------
Address: 000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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CIBC INC., Individually and as Lead
Manager
By: /s/ Xxxx X. Xxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxx
-----------------------------
Title: Vice President
-----------------------------
Address: Two Paces West
0000 Xxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Credit Administration
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
12
NATIONSBANK, Individually and as Lead Manager
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Address: 000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Xxxxxxx X. Xxxxxx
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
00
XXXX XX XXXXXXX NATIONAL TRUST & SAVINGS
ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------
Title: Vice President
----------------------------------
Address: 000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
-----------------------------
Telephone: (000) 000-0000
-----------------------------
Facsimile: (000) 000-0000
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BANQUE PARIBAS
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
----------------------------
Title: Group Vice President
----------------------------
By: /s/ Xxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxx
----------------------------
Title: Vice President
----------------------------
Address: 000 0xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx
------------------------
Telephone: (000) 000-0000
------------------------
Facsimile: (000) 000-0000
------------------------
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SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
----------------------------
Title: Vice President
----------------------------
Address: 0000 Xxxxx, Xxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Loan Operations
Telephone: (214)
-----------------
Facsimile: (000) 000-0000
00
XXXXXXX XXXX XXX, XXX XXXX BRANCH
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------
Name: Xxxx X. Xxxxxxxxx
------------------------
Title: Executive Director
------------------------
Address: 000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
00
XXXXXX XXXXXXXX XXXXX XXXXXXX XX
XXX XXXX
By: /s/ Xxxxxx X. XxXxxx
---------------------------
Name: Xxxxxx X. XxXxxx
---------------------------
Title: Vice President
---------------------------
Address: 00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention:
-------------------------
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
00
XXX-XXXX XXXX X.X. - XXXXXXX AGENCY
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxx X. Xxxxx
---------------------------
Title: Assistant Vice President
---------------------------
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
---------------------------
Title: Assistant Vice President
---------------------------
Address: Xxxxx Xxxxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
00
XXX XXXXX XXXXXXXX XXXX XX XXXXXX
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxx
--------------------------------
Title: Vice President
--------------------------------
Address: 000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
00
XXX XXXX XX XXXX XXXXXX, XXX XXXXXXXXX
AGENCY
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxx
----------------------------
Title: Assistant Agent
----------------------------
Address: 000 Xxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Loan Administration
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
The Bank of Nova Scotia
Houston Representative Xxxxxx
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
00
XXX XXXXX XXXXXXXXX BANK, N.A.
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------
Name: Xxxxxxxx X. Xxxxxx
------------------------
Title: Vice President
------------------------
Address: Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Global Energy
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Chase Manhattan Southwest
0000 XxXxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
22
CITIBANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxx X. Xxxxx
-------------------------
Title: Vice President
-------------------------
Address: 000 Xxxx Xxxxxx
00xx Xxxxx, Xxxx 00
Xxx Xxxx, XX 00000
Attention:
-------------------------
Telephone:
-------------------------
Facsimile:
-------------------------
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THE FUJI BANK, LIMITED - HOUSTON AGENCY
By: /s/ Xxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxx
----------------------------------
Title: Vice President & Senior Manager
----------------------------------
Address: One Houston Center
0000 XxXxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
00
XXXXX XXXX XX XXXXXXXXXXX, HOUSTON AGENCY
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
----------------------------
Title: Mananging Director
----------------------------
By: /s/ Xxx X. Xxxxx
----------------------------
Name: Xxx X. Xxxxx
----------------------------
Title: Vice President
----------------------------
Address: 0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
00
XXXXX XXXX
By: /s/ Xxxxxxx X. XxXxxx
--------------------------
Name: Xxxxxxx X. XxXxxx
--------------------------
Title: Vice President
--------------------------
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
--------------------------
Title: Vice President
--------------------------
Address: 000 Xxxxx Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. XxXxxx, Xx.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
26
CHRISTIANIA BANK OG KREDITKASSE
By: /s/ Xxxxx Xxxxxxxxx
-------------------------
Name: Xxxxx Xxxxxxxxx
-------------------------
Title: Vice President
-------------------------
By: /s/ Xxxx X. Xxxxxxx
-------------------------
Name: Xxxx X. Xxxxxxx
-------------------------
Title: First Vice President
-------------------------
Address: 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Ffacsimile: (000) 000-0000
27
COLORADO NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxx
-------------------------
Title: Vice President
-------------------------
Address: 000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
28
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By: /s/ Xxxxxx Xxxxxx
---------------------
Name: Xxxxxx Xxxxxx
----------------------
Title: Joint General Manager
----------------------
Address: 000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
29
NBD BANK
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
------------------------
Title: Vice President
------------------------
Address: 000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
30
ROYAL BANK OF CANADA, GRAND CAYMAN
(NORTH AMERICAN #1) BRANCH
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxxx
--------------------------
Title: Manager
--------------------------
Address: 000 Xxxxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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EXHIBIT "A"
AMOUNT PAYABLE TO
NAME OF LENDER ADMINISTRATIVE AGENT
-------------- --------------------
Bank of Montreal 34,800,000.00
CIBC Inc. 34,800,000.00
NationsBank 34,800,000.00
Bank of America 31,320,000.00
Banque Paribas 31,320,000.00
Societe Generale, Southwest Agency 31,320,000.00
Midland Bank plc, New York Agency 31,320,000.00
Xxxxxx Guaranty Trust 31,320,000.00
Company of New York
ABN-AMRO Bank N.V. - 27,840,000.00
Houston Agency
The First National Bank 27,840,000.00
of Boston
The Bank of Nova Scotia 27,840,000.00
The Chase Manhattan Bank, N.A. 27,840,000.00
CitiBank, N.A. 27,840,000.00
The Fuji Bank, Limited - 27,840,000.00
Houston Agency
Union Bank of Switzerland 27,840,000.00
Union Bank 27,840,000.00
Christiania Bank og Kreditkasse 24,360,000.00
Colorado National Bank 24,360,000.00
LTCB Trust Company 24,360,000.00
NBD Bank 24,360,000.00
Royal Bank of Canada, 24,360,000.00
Grand Cayman (North
America #1) Branch
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EXHIBIT "B"
COMMITMENT
NAME OF LENDER $ MILLIONS PERCENTAGE
-------------- ---------- ----------
The First National Bank
of Chicago (Administrative
Agent) $65 6.5%
Chemical Bank (Co-Agent) 65 6.5%
Bank of Montreal 50 5.0%
CIBC Inc. 50 5.0%
NationsBank 50 5.0%
Bank of America 45 4.5%
Banque Xxxxxxx 00 4.5%
Societe Generale,
Southwest Agency 45 4.5%
Midland Bank plc,
New York Agency 45 4.5%
Xxxxxx Guaranty Trust
Company of New York 45 4.5%
ABN-AMRO Bank N.V. -
Houston Agency 40 4.0%
The First National Bank
of Boston 40 4.0%
The Bank of Nova Scotia 40 4.0%
The Chase Manhattan Bank,
N.A. 40 4.0%
CitiBank, N.A. 40 4.0%
The Fuji Bank, Limited -
Houston Agency 40 4.0%
Union Bank of Xxxxxxxxxxx 00 4.0%
Union Bank 40 4.0%
Christiania Bank og
Kreditkasse 35 3.5%
Colorado National Bank 35 3.5%
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LTCB Trust Company 35 3.5%
NBD Bank 35 3.5%
Xxxxx Xxxx xx Xxxxxx,
Xxxxx Xxxxxx (Xxxxx
Xxxxxxx #1) Branch 35 3.5%
------ ----
TOTAL $1,000 100%
