FOURTH AMENDMENT OF
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of August 20, 1998, is by and among BASIN EXPLORATION,
INC., a Delaware corporation ("Borrower"), U.S. BANK NATIONAL ASSOCIATION
f/k/a COLORADO NATIONAL BANK (USB"), UNION BANK OF CALIFORNIA, N.A.
("Union"), and NATIONSBANK, N.A. f/k/a NATIONSBANK OF TEXAS, N.A. ("NBT"), in
its capacity as a Lender and as Agent for Lenders. USB, Union and NBT are
herein collectively referred to as "Lenders."
RECITALS
A. Borrower and Lenders entered into an Amended and Restated Credit
Agreement dated as of August 6, 1996 (the "Original Credit Agreement"), as
amended by a First Amendment of Amended and Restated Credit Agreement dated
as of June 11, 1997, a Second Amendment of Amended and Restated Credit
Agreement dated as of November 1, 1997, and a Third Amendment of Amended and
Restated Credit Agreement dated as of April 30, 1998, in order to set forth
the terms upon which Lenders would make loans to Borrower and issue letters
of credit at the request of Borrower and by which such loans and letters of
credit would be governed. Capitalized terms used herein without definition
shall have the same meanings as set forth in the Original Credit Agreement,
as amended as set forth above (the "Credit Agreement").
B. The parties hereto wish to enter into this Amendment in order to
amend certain terms and provisions of the Credit Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:
1. CREDIT AGREEMENT. Effective as of the date of this Amendment, the
Credit Agreement shall be, and hereby is, amended as follows:
(a) The following new definitions shall be inserted in proper
alphabetical order in Section 1.1 of the Credit Agreement:
"REGULAR BORROWING BASE"means,at any time during the time
period from August 20, 1998 to the date as of which the November 1, 1998
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redetermination of the Borrowing Base becomes effective, $85,000,000,
unless Borrower and Lenders hereafter mutually agree upon a different
amount.
"SUPPLEMENTAL BORROWING BASE" means, at any time during the
time period from August 20, 1998 to the date as of which the November 1,
1998 redetermination of the Borrowing Base becomes effective, the excess
of the Borrowing Base over the Regular Borrowing Base.
(b) The definition of "Base Rate Spread" in Section 1.1 on page 1
of the Credit Agreement shall be deleted, and the following shall be
substituted therefor:
"BASE RATE SPREAD" means: (a) for any and all calendar months
that the Capitalization Ratio is greater than or equal to 50 percent,
0.25 percentage points per annum; and (b) for any and all calendar
months that the Capitalization Ratio is less than 50 percent, 0.00
percentage points per annum; provided that, as to any and all amounts by
which the outstanding principal balance of the Loan plus the face amount
of all Letters of Credit outstanding hereunder exceeds the Regular
Borrowing Base, the amounts set forth in clauses (a) and (b) above shall
be increased to 1.00 percentage points per annum.
(c) The definition of Borrowing Base" in Section 1.1 on page 3 of
the Credit Agreement shall be deleted, and the following shall be substituted
therefor:
"BORROWING BASE" means, at any time, the aggregate loan value
of the Borrowing Base Properties, as determined by Lenders in accordance
with the provisions of Section 3.2 below; provided that, for the time
period from August 20, 1998 to the date as of which the November 1, 1998
redetermination of the Borrowing Base becomes effective, the Borrowing
Base shall be $90,000,000, unless Borrower and Lenders hereafter
mutually agree upon a different amount or unless the Borrowing Base is
redetermined pursuant to Section 3.2 below prior to such redetermination
date.
(d) The definition of "Fixed Rate Spread" in Section 1.1 on page 7
of the Credit Agreement shall be deleted, and the following shall be
substituted therefor:
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"FIXED RATE SPREAD" means: (a) for any and all calendar
months that the Capitalization Ratio is greater than or equal to 50
percent, 1.25 percentage points per annum; (b) for any and all calendar
months that the Capitalization Ratio is less than 50 percent but greater
than or equal to 40 percent, 1.00 percentage point per annum; (c) for
any and all calendar months that the Capitalization Ratio is less than
40 percent but greater than or equal to 30 percent, 0.75 percentage
point per annum; and (d) for any and all calendar months that the
Capitalization Ratio is less than 30 percent, 0.625 percentage point per
annum; provided that, as to any and all amounts by which the outstanding
principal balance of the Loan plus the face amount of all Letters of
Credit outstanding hereunder exceeds the Regular Borrowing Base, the
amounts set forth in clauses (a) through (d) above shall be increased to
2.00 percentage points per annum.
(e) Section 3.6(a) on pages 22 and 23 of the Credit Agreement
shall be deleted,and the following shall be substituted therefor:
Section 3.6. FEES. (a) Borrower shall pay to Agent, on
behalf of Lenders (and Agent shall pay each Lender its respective
Proportionate Share thereof on the Business Day that any such payment is
deemed to be received from Borrower), within 30 days after the end of
each three-month period ending on the last day of January, April, July
or October during the Revolving Period, commencing with the three-month
period ending October 31, 1996, a commitment fee, computed on a daily
basis for such three-month period, in an amount equal to : (i) the
Commitment Fee Rate, times (ii) the excess of the Commitment Amount over
the sum of the outstanding principal balance of the Loan plus the face
amount of all Letters of Credit outstanding hereunder; provided that,
for the time period from August 20, 1998 to the date as of which the
November 1, 1998 redetermination of the Borrowing Base becomes
effective, such fee shall be calculated as follows: (1) (A) the
Commitment Fee Rate, times (B) the excess of the Regular Borrowing Base
over the sum of the outstanding principal balance of the Loan plus the
face amount of all Letters of Credit outstanding hereunder; plus (2) (A)
0.625 percentage points per annum, times (B) the excess of the
Commitment Amount over the greater of: (I) the sum of the outstanding
principal balance of the Loan plus the face amount of all Letters of
Credit outstanding hereunder; or (II) the Regular Borrowing Base.
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2. LOAN DOCUMENTS. All references in any document to the Credit
Agreement shall refer to the Credit Agreement, as amended and supplemented
pursuant to this Amendment.
3. CONDITIONS PRECEDENT. The obligations of the parties under this
Amendment are subject, at the option of Lenders, to the prior satisfaction of
the condition that Borrower shall have executed and/or delivered, or caused
to have been executed and/or delivered, to or for the benefit of Lenders, the
following (all documents to be satisfactory in form and substance to Lenders):
(a) This Amendment.
(b) Such certificates of officers of Borrower as may be required
by Lenders.
(c) Any and all other Loan Documents required by Lenders,
including without limitation any and all Security Documents required by
Lenders.
4. REPRESENTATIONS AND WARRANTIES. Borrower hereby certifies to
Lenders that as of the date of (and after giving effect to) this Amendment,
except as heretofore disclosed to and waived by Lenders: (a) all of
Borrower's representations and warranties contained in the Credit Agreement
are true, accurate and complete in all material respects, and (b) no Default
or Event of Default has occurred and is continuing under the Credit Agreement.
5. CONTINUATION OF THE CREDIT AGREEMENT. Except as specified in this
Amendment , the provisions of the Credit Agreement shall remain in full force
and effect, and if there is a conflict between the terms of this Amendment
and those of the Credit Agreement, the terms of this Amendment shall control.
Borrower hereby ratifies, confirms and adopts the Credit Agreement, as
amended hereby.
6. EXPENSES. Borrower shall pay all reasonable expenses incurred in
connection with the transactions contemplated by this Amendment, including
without limitation all reasonable fees and reasonable expenses of Lenders'
attorneys and all recording and filing fees, charges and expenses.
7. MISCELLANEOUS. This Amendment shall be governed by and construed
under the laws of the State of Colorado and shall be binding upon and inure
to the benefit of the parties hereto and their successors and assigns. This
Amendment may be executed in any number of counterparts, each of which shall
be an original, but all of which together shall constitute one instrument.
Delivery of this Amendment and any and all documents
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to be delivered in connection herewith by any party may be effected, without
limitation, by faxing a signed counterpart of this Amendment to NBT (any
party that effects delivery in such manner hereby agreeing to transmit
promptly to NBT an actual signed counterpart).
EXECUTED as of the date first above written.
BASIN EXPLORATION, INC.
By: /s/ XXXX X. XXXXXXXX
---------------------------
Vice President/Chief Financial
Officer
U.S. BANK NATIONAL ASSOCIATION f/k/a
COLORADO NATIONAL BANK
By: /s/ XXXXXXX X. XXXXXX
---------------------------
Vice President
NATIONSBANK, N.A. f/k/a NATIONSBANK
OF TEXAS, N.A., in its capacity as
a Lender and as Agent for the Lenders
By: /s/ XXXXX X. XXXXXXXXX
---------------------------
Senior Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ XXXXXXX X. XXXXXXXXX
---------------------------
Vice President
By: /s/
---------------------------
Senior Vice President
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