FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of August
15, 1997 (this "Amendment"), is among XXXXXXXX RESOURCES, INC. a Nevada
corporation ("CRI"), XXXXXXXX OIL & GAS, INC., a Nevada corporation ("COG") and
XXXXXXXX OIL & GAS - LOUISIANA, INC., a Nevada corporation ("COGL") (CRI, COG
and, COGL may hereinafter collectively be referred to as the "Borrowers"), the
lenders party to the Credit Agreement described below (collectively, the "Banks"
and individually, a "Bank"), BANK ONE, TEXAS, N.A., as co-agent for the Banks
(in such capacity, the "Co-Agent") and THE FIRST NATIONAL BANK OF CHICAGO, as
agent for the Banks (in such capacity, the "Agent").
RECITAL
The Borrowers, the Co-Agent, the Agent and the Banks are
parties to a Credit Agreement dated as of August 13, 1996 (as amended, the
"Credit Agreement"). The Borrowers desire to amend the Credit Agreement and the
Agent, the Co-Agent and the Banks are willing to do so strictly in accordance
with the terms hereof.
TERMS
In consideration of the premises and of the mutual agreements
herein contained, the parties agree as follows:
ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article
III hereof, the Credit Agreement shall be amended as follows:
1.1 Section 7.2(j) is amended by deleting the reference to
"$10,000,000" in clause (iii) thereof and substituting "$20,000,000" in place
thereof.
ARTICLE II. REPRESENTATIONS. Each of the Borrowers represents and warrants to
the Agent, the Co- Agent and the Banks that:
2.1 The execution, delivery and performance of this Amendment
is within its powers, has been duly authorized and is not in contravention with
any law, of the terms of its Articles of Incorporation or By-laws, or any
agreement or undertaking to which it is a party or by which it is bound.
2.2 This Amendment is the legal, valid and binding obligation
of it, enforceable against it in accordance with the terms hereof.
-1-
2.3 After giving effect to the amendments herein contained,
the representations and warranties contained in Section 6 of the Credit
Agreement are true on and as of the date hereof with the same force and effect
as if made on and as of the date hereof.
2.4 No Event of Default or Default exists or has occurred and
is continuing on the date hereof.
ARTICLE III. CONDITIONS OF EFFECTIVENESS.
3.1 This Amendment shall not become effective until it is
signed by the Borrowers and the Required Banks and each Borrower shall have
delivered to the Agent a certified resolution approving this Amendment.
ARTICLE IV. MISCELLANEOUS.
4.1 The Lenders hereby acknowledge and consent to the merger
of COG and Xxxxxxxx Offshore Energy, Inc. ("XXX"), with COG being the surviving
corporation (the "XXX/COG Merger"). This consent to the XXX/COG Merger is not a
consent to any other merger. COG acknowledges and agrees that it is liable for
all obligations of XXX under each Loan Document to which XXX is a party and
agrees to execute any amendments to financing statements or other documents
requested by the Agent which the Agent deems necessary as a result of the
XXX/COG Merger.
4.2 References in the Credit Agreement or in any note,
certificate, instrument or other document to the Credit Agreement shall be
deemed to be references to the Credit Agreement as amended hereby and as further
amended from time to time.
4.3 The Borrower agrees to pay and to save the Agent harmless
for the payment of all costs and expenses arising in connection with this
Amendment, including the reasonable fees of counsel to the Agent in connection
with preparing this Amendment and the related documents.
4.4 Except as expressly amended hereby, the Borrowers agree
that the Loan Documents are ratified and confirmed and shall remain in full
force and effect and that they have no set off, counterclaim, defense or any
other claim or dispute with respect to any of the foregoing. Terms used but not
defined herein shall have the respective meanings ascribed thereto in the Credit
Agreement.
-2-
4.5 This Amendment may be signed upon any number of
counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument.
IN WITNESS WHEREOF, the parties signing this Amendment have
caused this Amendment to be executed and delivered as of the day and year first
above written.
XXXXXXXX RESOURCES, INC.
By:/s/ M.XXX XXXXXXX
M. Xxx Xxxxxxx, its president and chief
executive officer
XXXXXXXX OIL & GAS, INC.,
individually and as
successor by merger with
Black Stone Oil Company and
with Xxxxxxxx Offshore
Energy, Inc.
By: M. Xxx XXXXXXX
M. Xxx Xxxxxxx, its president and chief
executive officer
XXXXXXXX OIL & GAS - LOUISIANA, INC.
By:/s/ M. XXX XXXXXXX
M. Xxx Xxxxxxx, its president and chief
executive officer
THE FIRST NATIONAL BANK OF CHICAGO,
as a Bank and as Agent
By:/s/XXXXX X XXXXXXX
Its: First Vice President
BANK ONE, TEXAS, NA,
as a Bank and as Co-Agent
By:/s/ WM. XXXX XXXXXXX
Its: Vice President
BANK OF MONTREAL, as a Bank and
a Lead Manager
By:/s/ XXXXXX XXXXXXX
Its: Director, U.S. Corporate Banking
-3-
ABN-AMRO BANK N.V.
By: ABN AMRO NORTH AMERICA INC., as agent
By:/s/XXXX XXXX
Its: Sr. Vice President
And: /s/ XXXX XXXXXX
Its: Vice President and Director
BANKBOSTON, N.A., formerly known as
The First National Bank of Boston
By:/s/ XXXXXX X. XXXXXXX
Its: Managing Director
BANQUE PARIBAS
By:/s/ XXXXXX XXXXXXXXXX
Its: Vice President
And: /s/ XXXX XXXXXX
Its: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By:/s/ PASCAL POUPELLE
Its: Executive Vice President
CHRISTIANIA BANK OG KREDITKASSE
By:/s/ XXXX-XXXXX XXXXXXXX
Its: First Vice President
And: /s/ XXXXX X. XXXXX
Its: First Vice President
TORONTO DOMINION (TEXAS), INC.
By:/s/ XXXXXXXX XXXXXX
Its: Vice President
MEESPIERSON N.V.
By:/s/ XXXXX XXXXXX
Xxxxx Xxxxxx
Its: Vice President
-4-
NATIONAL BANK OF CANADA, NEW YORK BRANCH
By:/s/ XXXXX X. XXXXX
Its: Group Vice
By:/s/ XXXX XXXXX
Its: Vice President
-5-
