EXHIBIT 10.1
AMENDMENT NO. 2
TO
CREDIT AGREEMENT
AMENDMENT NO. 2 ("Amendment No. 2") dated as of March 28, 2000 (the
"Amendment Date") to the Credit Agreement dated as of November 3, 1999 (the
"Credit Agreement"), among XXXXXX XXXXXXX HALTER, INC., a corporation organized
and existing under the laws of the State of Mississippi (the "Borrower"), the
financial institutions from time to time party thereto (the "Lenders"), XXXXX
FARGO BANK (TEXAS), NATIONAL ASSOCIATION, a national banking association, as
Administrative Agent and Co-Arranger (the "Agent"), and BANK ONE CAPITAL
MARKETS, INC., as Co-Arranger and Syndication Agent.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders made available to
the Borrower a loan facility of up to USD 164,218,250, as evidenced by the
promissory notes of the Borrower dated November 3, 1999; and
WHEREAS, the parties wish to amend certain provisions of the Credit
Agreement as set forth herein.
NOW THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree to amend the Credit Agreement as follows:
1. Section 1.1 is hereby amended as follows:
1.1 The definition of "Amendment Date" is hereby added to Section 1.1
and reads as follows:
"'Amendment Date' means the date of Amendment No. 2 to this Credit
Agreement."
1.2 The second sentence of the definition of "Applicable Commitment
Fee Percentage" is deleted in its entirety and the following shall be
substituted in place thereof:
"Notwithstanding the foregoing table or anything else herein contained
to the contrary, from and after April 1, 2000, the Applicable
Commitment Fee Percentage shall be 1.0% until the delivery to the
purchaser of each and every vessel to be delivered under the Ocean Rig
Contracts and the Petrodrill Rig Contracts, after which date, and
provided that no Default or Event of Default has occurred and is
continuing, the Applicable Commitment Fee Percentage shall be reduced
to the rate of 0.75%, until the earlier of (x) December 31, 2000 and
(y) the Voluntary Step Down Date after which date the foregoing table
shall be applicable."
1.3 The table set forth in the definition of "Applicable Margin
Amount" is deleted in its entirety and the following shall be substituted
in place thereof:
Applicable Margin
(basis points)
-------------------------
Borrower's LIBOR Base Rate
Leverage Ratio Margin Margin
------------------ --------- -----------
Level I: (less than) 1.0 137.5 25.0
Level II: (3) 1.00 to 1.50 175.0 50.0
Level III: (3) 1.50 to 2.00 212.5 75.0
Level IV: (3) 2.00 to 2.50 250.0 100.0
Level V: (3) 2.50 to 3.25 275.0 125.0
Level VI: (3) 3.25 300.0 150.0
1.4 The second sentence of the definition of "Applicable Margin
Amount" is deleted in its entirety and the following shall be substituted
in place thereof:
"Notwithstanding the foregoing table or anything else herein contained
to the contrary, from and after April 1, 2000 for any new Advances and
Base Rate Advances and from and after the expiration of any LIBOR
Advances outstanding on the Amendment Date, the Applicable Margin
Amount for Base Rate Advances shall be 2.0%until the delivery to the
purchaser of each and every vessel to be delivered under the Ocean Rig
Contracts and the Petrodrill Rig Contracts, after which date the
Applicable Margin Amount shall be determined in accordance with the
foregoing table, provided that no Default or Event of Default has
occurred and is continuing."
1.5 The second sentence of the definition of "Asset Sales" shall be
deleted in its entirety and the following shall be substituted in place
thereof:
"Notwithstanding the foregoing, the following transactions will be
deemed not to be Asset Sales: (A) a sale of assets by the Borrower to
a Guarantor or by a Guarantor to the Borrower or to another Guarantor
and (B) a sale of assets if either the sales price or the appraised
value of such assets is $1,000,000 or less, and if such assets are
promptly replaced thereafter by assets of a similar type and value."
1.6 A new definition is hereby added to the Credit Agreement, which
reads as follows:
"'Commitment Reduction Fee' shall mean a fee equal to two and one-half
percent (2.5%) of the Commitment as of the Amendment Date, payable to
the Agent for the ratable benefit of the Lenders, subject to a single
reduction in accordance with the following table:
Reduction in Commitment Reduction Fee
-----------------------------------------------------------
Commitment Amount By 6/30/00 By 7/31/00 By 8/31/00 By 9/30/00
----------------- ------------------ ----------- ----------- ----------
Less than $100,000,000 20% 15% 10% 5%
------------------------------------------------------------------------------------------------------------------------
Less than $75,000,000 30% 25% 20% 15%
------------------------------------------------------------------------------------------------------------------------
Less than $50,000,000 40% 35% 30% 25%
------------------------------------------------------------------------------------------------------------------------
$0 50% 45% 40% 35%
------------------------------------------------------------------------------------------------------------------------
The Commitment Reduction Fee shall be reduced in accordance with the
highest percentage corresponding to the level of the reduction of the
Commitment attained by the Borrower. As an example, if the Borrower
reduces the Commitment by June 30, 2000 to an amount less than
$100,000,000 but greater than $75,000,000, the Commitment Reduction Fee
shall be reduced by 20%. If the Borrower then reduces the Commitment to
less than $75,000,000 but greater than $50,000,000 by July 31, 2000, the
total aggregate reduction in the Commitment Reduction Fee shall be 25%."
1.7 A new definition is hereby added to the Credit Agreement, which
reads as follows:
"'Contract Loss' shall mean a loss in excess of USD 1,000,000 under any
contract of the Borrower or any Subsidiary, such loss being measured at
the time the Borrower or such Subsidiary becomes aware that it must
recognize a contract loss in respect of such contract in accordance with
GAAP."
1.8 A new definition is hereby added to the Credit Agreement, which
reads as follows:
"'Documentation Agent' shall mean Royal Bank of Canada."
1.9 The definition of "Fixed Charge Coverage Ratio" shall be deleted
in its entirety and the following shall be substituted in place thereof:
'Fixed Charge Coverage Ratio' shall mean, for any period, (A) the sum of
(i) GAAP Cash Flow from Operations, (ii) unrestricted cash balances, and
(iii) the available Commitment under the Revolving Credit Facility, less
capital expenditures used for the maintenance or repair of existing
assets, divided by the sum total of cash payments in respect of required
principal payments on Indebtedness and required payments under capital
leases.
1.10 A new definition is hereby added to the Credit Agreement, which
reads as follows:
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"'GAAP Cash Flow from Operations' means, for any period, the amount set
forth in the quarterly and annual consolidated financial statements of
the Borrower on the line in the statement of cash flows which summarizes
the Borrower's cash flow from operating activities."
1.11 The definition of "Leverage Ratio" is amended to add the
following language:
"; provided that EBITDA shall be determined for purposes of this
definition as follows:
(a) for the fiscal quarter ending March 31, 2000, EBITDA shall
mean the Borrower's consolidated EBITDA for the fiscal quarter
then ending, multiplied by four;
(b) for the fiscal quarter ending June 30, 2000, EBITDA shall
mean the Borrower's consolidated EBITDA for the two fiscal
quarters then ending, multiplied by two;
(c) for the fiscal quarter ending September 30, 2000, EBITDA
shall mean the Borrower's consolidated EBITDA for the three
quarters then ending, multiplied by one and one-third; and
(d) thereafter on a rolling four-quarter basis."
1.12 The definition of "Majority Lenders" shall be amended and revised
so that all references to "fifty-one percent (51%)" are changed to "sixty-
six and two-thirds percent (66.66%)".
1.13 The definitions of "Material adverse effect" and "materially
adversely affected" shall be amended and revised so that all references to
"USD 2,000,000" are changed to "USD 1,000,000."
1.14 The definition of "Mortgages" is hereby amended to include any
leasehold mortgages the Agent may request the Borrower or any Subsidiary to
execute and deliver to the Agent from time to time.
1.15 A new definition is hereby added to the Credit Agreement, which
reads as follows:
"'Ocean Rig Contracts' shall mean those contracts between the Borrower
(or one of its Subsidiaries) and Ocean Rig ASA, Inc. or one of its
subsidiaries concerning the construction, delivery and price of the Bingo
9001 and Bingo 9002 drilling rigs."
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1.16 A new definition is hereby added to the Credit Agreement, which
reads as follows:
"'Petrodrill Rig Contracts' shall mean those contracts between the
Borrower (or one of its Subsidiaries) and Petrodrill 4, Ltd. and
Petrodrill 5, Ltd., concerning the construction, delivery and price of
the B103 (Amethyst 4) and B104 (Amethyst 5) drilling rigs."
1.17 A new definition is hereby added to the Credit Agreement, which
reads as follows:
"'Settlement' shall mean, any revision, extension or renegotiation of an
existing contract whether entered into through the mutual consent of the
contracting parties or by court order or direction of an arbitration
panel where the amended contract amount represents a change of greater
than $10,000,000.00 from the original contract amount."
2. Section 2 is hereby amended as follows:
2.1 Section 2.1(c) is deleted in its entirety and the following shall
be substituted in place thereof:
A(c) On the terms and conditions set forth in this Credit Agreement,
the Agent shall from time to time on any Business Day during the
period from the date of this Credit Agreement until the Maturity Date
make advances ("Swing Line Advances") under the Swing Note to the
Borrower in an aggregate outstanding principal amount not to exceed
Twelve Million and No/100 Dollars ($12,000,000) with such payment
terms and principal maturities as the Agent and the Borrower may
agree; provided that (i) Swing Line Advances shall bear interest (X)
at the Base Rate plus two Percent (2%) per annum until the delivery to
the purchaser of each and every vessel to be delivered under the Ocean
Rig Contracts and the Petrodrill Rig Contracts, and (Y) at the one-
month LIBOR Rate as in effect from time to time plus the then
applicable LIBOR Margin as set forth in the Applicable Margin Amount
at all other times hereunder, (ii) no Swing Line Advances shall mature
after the Maturity Date, and (iii) no Swing Line Advances shall have a
maturity longer than ten (10) days, at which time Borrower shall repay
the Swing Line Advances with the proceeds of Advances under the
Revolving Credit Facility. The Agent may terminate the Swing Line in
its sole discretion upon two (2) weeks' prior written notice to the
Borrower, setting forth in such notice the date upon which the Swing
Line shall terminate, at which time all outstanding Swing Line
Advances, plus interest accrued thereon and any fees incurred in
connection therewith, shall be repaid in full. Upon the date of such
payment all accrued but unpaid interest on the Swing Note to such date
shall be due and payable by the Borrower to Agent. Upon the Agent's
written request or upon the acceleration of the Maturity Date pursuant
to this Credit Agreement, each Lender shall pay to Agent such Lender's
pro rata share based on their respective Commitment Percentage of all
outstanding Swing Line Advances as a Base Rate Advance under such
Lender's Commitment, but in no event shall any Lender be obligated to
fund more than its Commitment Percentage.
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2.2 Section 2.1(e) is deleted in its entirety and the following shall be
substituted in place thereof:
"(e) The Revolving Loan Commitment shall be reduced by seventy-five
percent (75%) of the Net Proceeds of any Asset Sales."
2.3 A new sentence is hereby added to Section 2.3(c) which reads as
follows:
"The LC Facility will be reduced by the face amount of any expiring,
drawn or canceled Tranche B Letters of Credit, excluding, however, those
expiring Tranche B Letters of Credit with automatic renewals which are
actually renewed."
3. A new Section 5.1(e) is hereby added to the Credit Agreement, which
reads as follows:
"(e) Notwithstanding anything herein contained to the contrary, from and
after the Amendment Date, no Advance shall be a LIBOR Advance until
the delivery to the purchaser of each and every vessel to be
delivered under the Ocean Rig Contracts and the Petrodrill Rig
Contracts."
4. Section 9.1(b) is deleted in its entirety and the following added in
substitution thereof:
"(b) The Borrower shall pay to the Agent for distribution to the Issuing
Lender an annual letter of credit fee equal to the face amount of each
Letter of Credit (including the Dollar Equivalent of the face amounts of
outstanding Offshore Currency Letters of Credit) outstanding times (i)
three percent (3%) per annum for the period from April 1, 2000 until the
delivery to the purchaser of each and every vessel to be delivered under
the Ocean Rig Contracts and the Petrodrill Rig Contracts, and (ii) the
Applicable Margin Amount then in effect for LIBOR Advances for all other
periods hereunder, each such fee to be payable quarterly in arrears;
provided that the Agent shall deduct from such fee, for payment to the
Issuing Lender, an amount equal to one-tenth of one percent (0.10%) of
the face amount of each such Letter of Credit (including the Dollar
Equivalent of the face amounts of outstanding Offshore Currency Letters
of Credit).
5. A new Section 9.1(d) is hereby added to the Credit Agreement, which
reads as follows:
"(d) The Borrower will pay to the Agent for ratable distribution to the
Lenders, the Commitment Reduction Fee on the earlier of (a) the
termination of the Commitment and (b) September 30, 2000."
6. Section 11 is hereby amended as follows:
6.1 Section 11.1(a)(iv) shall be deleted in its entirety and the
following shall be substituted in place thereof:
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"(iv) as soon as available and in any event within thirty (30) days
after the end of each month, a profit and loss report by
contract for projects where the total contract amount is in
excess of $10,000,000, in form and substance satisfactory to
the Agent."
6.2 The following sentence is hereby added to Section 11.1(b) as the
second sentence thereof:
"The Agent may order audits and examinations by outside auditing or
consulting firms that may include the review and testing of the
Borrower's business plan and any items relating to its business plan
including underlying contract assumptions, expense projections,
revenue timing, Eligible Accounts (including, without limitation,
test verifications, aging and reconciliations thereof, and trial
balances therefor), Eligible Inventory and other related items, the
costs of which shall be borne by the Borrower."
6.3 A new Section 11.1(g) is hereby added to the Credit Agreement, which
reads as follows:
"(g) The Borrower will furnish to the Agent, as soon as available
and in any event within thirty (30) days after the end of
each month, a statement of Borrower's consolidating cash
receipts for such month and a consolidating cash receipts
projection for the subsequent three months, setting forth by
contract the payments to the Borrower and its Subsidiaries
under each of their contracts for the repair, construction
and refurbishment of vessels and other equipment, and the
costs to the Borrower and its Subsidiaries of the goods and
services required thereunder for such period; provided that
such statement shall not include or take into account any
changes or adjustments to balance sheet items."
6.4 A new Section 11.1(h) is hereby added to the Credit Agreement, which
reads as follows:
"(h) Promptly upon the occurrence of each Contract Loss, and no
less than five (5) Business Days prior to the Borrower's or
any Subsidiary's entering into any Settlement, the Borrower
shall provide to the Agent a statement of projected expenses
and revenues of the Borrower (on a consolidated basis) for
the period following such occurrence or Settlement through
(1) the projected completion of the contract subject to the
Contract Loss or Settlement or (2) the subsequent twelve
(12) months, whichever period is greater, which statement
shall give effect to each Settlement (including without
limitation the proposed Settlement) and each Contract Loss."
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6.5 A new Section 11.11 is hereby added to the Credit Agreement, which
reads as follows:
"11.11 Field Audits and Environmental Audits. The Borrower shall,
and shall cause each Subsidiary to, within thirty (30) days
following the date of Amendment No. 2:
(a) commence Phase I environmental audits for each parcel of real
property owned by the Borrower or any domestic Subsidiary; and
(b) cooperate fully with the Agent and the Lenders to commence an
audit of the Borrower's and the Subsidiaries' books, records and
accounts."
7. Section 12 is hereby amended as follows:
7.1 Section 12.5(h) of the Credit Agreement shall be deleted in its
entirety and the following shall be substituted in place thereof:
"(h) other Indebtedness not otherwise permitted by this Section
12.5 in the principal amount outstanding of up to USD
5,000,000 in any year, and up to an aggregate of USD
10,000,000 from the date hereof through the Maturity Date."
7.2 Section 12.10 of the Credit Agreement shall be deleted in its
entirety and the following shall be substituted in place thereof:
"Sale of Fixed Assets or Accounts. Sell, transfer or assign any
fixed assets or any account receivable; provided, however, that the
Borrower may sell, transfer or assign any assets in the ordinary
course of business in an amount of up to an aggregate of USD
5,000,000 from the date of this Credit Agreement through the
Maturity Date; provided, further, that one hundred percent (100%) of
the Net Proceeds from such sales shall be applied first to repay any
amounts outstanding under the Swing line, second to repay any
amounts outstanding under the Revolving Credit Facility and third to
cash collateralize Tranche B Letters of Credit to the extent the
aggregate face amount of such Letters of Credit exceeds eighty
percent (80%) of the orderly liquidation value of the Equipment."
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7.3 Section 12.11 of the Credit Agreement shall be deleted in its
entirety and the following shall be substituted in place thereof:
"Leverage Ratio. Permit the Leverage Ratio to be greater than the
Required Ratio set forth below:
Quarter Ending Required Ratio
-------------- --------------
March 31, 2000 4.50 to 1.00
June 30, 2000 4.00 to 1.00
September 30, 2000 4.00 to 1.00
December 31, 2000 3.00 to 1.00
March 31, 2001 3.00 to 1.00
June 30, 2001 and 2.25 to 1.00"
each quarter thereafter
7.4 Section 12.12 of the Credit Agreement shall be deleted in its
entirety and the following shall be substituted in place thereof:
"Fixed Charge Coverage Ratio. Permit its Fixed Charge Coverage Ratio
to be less than the Required Ratio set forth below:
Quarter Ending Required
Ratio
-------------- --------
March 31, 2000 1.10
June 30, 2000 1.50
September, 30, 2000 1.35
December 31, 2000 1.25
March 31, 2001 1.50
June 30, 2001 1.50
September 30, 2001 1.35
December 31, 2001 1.25
March 31, 2002 and thereafter 1.50"
7.5 Section 12.13 of the Credit Agreement shall be deleted in its
entirety and the following shall be substituted in place thereof:
"Net Worth. Permit its Net Worth, as measured on a quarterly basis,
to be less than the aggregate of (a) ninety-five percent (95%) of
Net Worth at December 31, 1999, plus (b) seventy-five percent (75%)
of positive net income for each fiscal quarter and (c) seventy-five
percent (75%) of the Net Proceeds of future offerings of common
stock or other equity of the Borrower."
7.6 Section 12.15(a) shall be amended and revised such that the
following shall be added to the end of the existing paragraph:
"; provided further, that, until delivery to the purchaser of each
and every vessel to be delivered under the Ocean Rig Contracts and
the Petrodrill Rig Contracts, neither the Borrower nor any
Subsidiary shall make any Acquisition."
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7.7 Section 12.15(d) shall be deleted in its entirety and the following
shall be substituted in place thereof:
"(d) present and future investments in joint ventures or similar
arrangements, including guarantees of joint venture
obligations, up to USD 13,000,000 in respect of any one such
investment, not to exceed USD 20,000,000 in respect of all
such investments; and"
7.8 Section 12.15(e) shall be deleted in its entirety and the following
shall be substituted in place thereof:
"(e) capitalized fixed asset additions, not to exceed USD
12,000,000 per calendar year; provided that, notwithstanding
anything herein to the contrary, neither the Borrower nor any
of its U.S. subsidiaries shall make advances or loans to any
one non-U.S. subsidiary in excess of USD 5,000,000 and to all
non-U.S. subsidiaries which exceed, in the aggregate, USD
10,000,000."
7.9 Section 12.17 shall be deleted in its entirety and the following
shall be substituted in place thereof:
"Dividends. Without the consent of the Majority Lenders, make any
dividend payments (other than dividends payable in stock) or other
distributions to its stockholders or redeem or otherwise acquire any
of its stock."
8. A new Section 13.1(l) is hereby added to the Credit Agreement, which
reads as follows:
"(l) The Borrower or any Subsidiary incurs a Contract Loss or
enters into a Settlement, and after giving effect to such
Settlement or Contract Loss and all other Settlements and
Contract Losses, the cash flow projections of the Borrower in
any statement required to be delivered under Section 11.1(h)
indicate such Settlement or Contract Loss shall or is likely
to result in a Default or Event of Default under Sections 13.1
(a) through (h)."
9. Conditions Precedent.
9.1 Documents and Other Items Required as Conditions Precedent to
Amendment No. 2. The effectiveness of the modifications to the
Credit Agreement contemplated by this Amendment No. 2 is subject to
the condition precedent that the Agent shall have received at or
prior to the Amendment Date all of the following, each dated on or
before the Amendment Date and each in form and substance
satisfactory to the Agent and its counsel:
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(a) Each of the following documents (the "Amendment Documents")
shall have been duly authorized and executed with original counterparts
thereof delivered to the Agent:
(i) This Amendment No. 2;
(ii) Amendment No. 2 to the U.S. Preferred Fleet Mortgage;
(iii) Ratifications of Security Agreements;
(iv) Ratifications of Pledges;
(v) Ratification of Guaranty;
(vi) Legal Opinion of Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxx &
Xxxxxxx L.L.P.;
(vii) Legal Opinion of Xxxxxxx & Eager;
(viii) Ratification by the Board of Directors of Xxxxxx Xxxxxxx
Halter, Inc.;
(ix) Leasehold Mortgages on properties designated by the Agent;
(x) A Borrowing Base Certificate with respect to the Borrowing
Base for the month ending February 29, 2000; and
(xi) such further documents as the Lenders may reasonably
request;
(b) The Agent shall have received satisfactory evidence that the
Borrower shall have paid all reasonable fees and expenses of Agent's
counsel.
(c) The Agent shall have received from the Borrower, for ratable
distribution to the Lenders, payment of an amendment fee equal to 0.5% of
the Commitment.
(d) The representations and warranties contained in Section 10 of
the Credit Agreement shall be true on the Amendment Date with the same
effect as though such representations and warranties had been made on and
as of such date, and no Event of Default specified in Section 13 of the
Credit Agreement and no event which, with the lapse of time or the giving
of notice and the lapse of time specified in Section 13 of the Credit
Agreement, would become such an Event of Default, shall have occurred and
be continuing.
(e) The Leasehold Mortgages referenced in Section 9.1(a)(ix) above
shall not be filed with respect to properties for which the applicable
lease agreement contains a prohibition on the lessee's ability to
mortgage its leasehold interests until such time as
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the consent of the applicable lessor is obtained; provided that the
Borrower shall use its best efforts to obtain each such consent within
ninety (90) days from the date hereof.
9.2 Waiver of Conditions Precedent. All of the conditions precedent
contained in this Section 9 are for the sole benefit of the Agent
and the Lenders and the Agent may waive any of them in its absolute
discretion, and on such conditions as it deems proper.
10. Representations. The Borrower represents and warrants that:
(a) The Borrower is a corporation, duly organized and validly existing in
good standing under the laws of the State of Mississippi, and has the
requisite power and authority (i) to carry on its business as presently
conducted; and (ii) to enter into and perform its obligations under the
Amendment Documents.
(b) The execution, delivery and performance by Borrower and the
Guarantors of the Amendment Documents and any other instrument or agreement
provided for by this Amendment No. 2 to which it is a party, have been duly
authorized by all necessary corporate action, do not require stockholder
approval other than such as has been duly obtained or given, do not or will
not contravene any of the terms of its Certificate of Incorporation or
Bylaws, or similar such organizational documentation, and will not violate
any provision of law or of any order of any court or governmental agency or
constitute (with or without notice or lapse of time or both) a default
under, or result (except as contemplated by this Amendment No. 2) in the
creation of any security interests, lien, charge or encumbrance upon any of
its properties or assets pursuant to, any agreement, indenture or other
instrument to which it is a party or by which it may be bound other than is
in favor of the Agent; the Amendment Documents have been duly executed and
delivered by the Borrower and the Guarantors and constitute the respective
legal, valid and binding agreements, enforceable in accordance with the
respective terms thereof as to which each of the Borrower and the
Guarantors is a party. The enforceability of this Amendment No. 2, however,
is subject to all applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws affecting the rights or creditors and to general
equity principles.
(c) Except as set forth on Schedule 10(c) hereto, there are no suits or
proceedings pending or to its knowledge threatened against or affecting
Borrower or any Guarantor which if adversely determined would have a
material adverse effect upon its business, financial condition or
operations.
(d) Other than such as have been obtained, no license, consent or
approval of any Governmental Agency or other regulatory authority is
required for the execution, delivery or performance of this Amendment No. 2
or any other Amendment Document or any instrument contemplated herein or
therein.
11. Expenses. The Borrower agrees to promptly, whether or not the
modifications to the Credit Agreement contemplated by this Amendment
No. 2 become effective, (x) reimburse the Agent for all fees and
disbursements of external counsel to the Agent and all reasonable
out of pocket fees and disbursements of the Agent incurred in
connection with the
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preparation, execution and delivery of this Amendment No. 2 and all
other documents referred to herein, and all amendments or waivers to
or termination of this Amendment No. 2 or any agreement referred to
herein; and (y) reimburse the Agent for all fees and disbursements
of internal and external counsel to the Agent and all reasonable out
of pocket fees, disbursements and travel-related expenses of the
Agent incurred in connection with the protection of the rights of
the Agent under this Amendment No. 2 and all other documents
referred to herein, whether by judicial proceedings or otherwise.
The obligations of the Borrowers under this Section 11 shall survive
payment of the Loan.
12. Wherever and in each such place the term "Credit Agreement" is used
throughout the Credit Agreement, such term shall be read to mean the
Credit Agreement as amended by this Amendment No. 2.
13. Except as specifically amended by this Amendment No. 2, all of the
terms and provisions of the Credit Agreement shall remain in full
force and effect.
14. All capitalized terms used herein but not defined herein shall have
the meanings given to them in the Credit Agreement.
15. THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
TEXAS.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
No. 2 to Credit Agreement on the date first written above.
BORROWER:
XXXXXX XXXXXXX HALTER, INC.
By: /S/ Xxxxx X. Xxxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
LENDERS:
XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATION
By: /S/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
ROYAL BANK OF CANADA
By:
Name:
Title:
HIBERNIA NATIONAL BANK
By:
Name:
Title:
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BANK ONE, N.A.
By:
Name:
Title:
ADMINISTRATIVE AGENT AND CO-ARRANGER:
XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATION
By:/S/ Xxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
SYNDICATION AGENT AND CO-ARRANGER:
BANC ONE CAPITAL MARKETS, INC.
By:
Name:
Title:
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