[Execution]
THIRD AMENDMENT TO US CREDIT AGREEMENT
THIS THIRD AMENDMENT TO US CREDIT AGREEMENT (herein called the
"Amendment") made as of November 30, 1999, by and among Questar Market
Resources, Inc., a Utah corporation ("US Borrower"), Bank of America,
N.A., individually and as administrative agent for the Lenders as
defined below ("US Agent"), and the undersigned Lenders.
W I T N E S S E T H:
WHEREAS, US Borrower, US Agent and the lenders as signatories
thereto (the "Lenders") entered into that certain US Credit Agreement
dated as of April 19, 1999, as amended by that certain First Amendment
to US Credit Agreement dated as of May 17, 1999, and as amended by
that certain Second Amendment to US Credit Agreement dated as of July
30, 1999 (the "Original Agreement"), for the purpose and consideration
therein expressed, whereby the Lenders became obligated to make loans
to US Borrower as therein provided; and
WHEREAS, US Borrower, US Agent and the undersigned Lenders desire
to amend the Original Agreement for the purposes as provided herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Original
Agreement, in consideration of the loans which may hereafter be made
by Lenders to US Borrower, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I.
Definitions and References
Section 1.1. Terms Defined in the Original Agreement. Unless
the context otherwise requires or unless otherwise expressly defined
herein, the terms defined in the Original Agreement shall have the
same meanings whenever used in this Amendment.
Section 1.2. Other Defined Terms. Unless the context otherwise
requires, the following terms when used in this Amendment shall have
the meanings assigned to them in this Section 1.2.
"Amendment" means this Third Amendment to US Credit
Agreement.
"US Credit Agreement" means the Original Agreement as
amended hereby.
ARTICLE II.
Amendments to Original Agreement
Section 2.1. Hedging Contracts. Section 7.10(i)(B) of the
Original Agreement is hereby amended in its entirety to read as
follows:
"(B) such contracts do not require any Restricted Person to
provide any Lien to secure US Borrower's obligations thereunder,
other than Liens on cash or cash equivalents in an aggregate
amount not more than US $30,000,000."
ARTICLE III.
Waiver
Section 3.1. Waiver. US Borrower has informed US Agent that US
Borrower and Restricted Persons are in violation of the provisions of
Section 7.10(i) of the Original Agreement for the period covering
August 20, 1999 to and including the date hereof. US Agent and the
undersigned Lenders hereby (a) waive any such violation of Section
7.10(i) and (b) waive any Default or Event of Default resulting from
such violation
ARTICLE IV.
Conditions of Effectiveness
Section 4.1. Effective Date. This Amendment shall become
effective as of the date first above written when, and only when, (i)
US Agent shall have received, at US Agent's office, a counterpart of
this Amendment executed and delivered by US Borrower and Required
Lenders and (ii) US Agent shall have additionally received from US
Borrower, in connection with such US Loan Documents, all other fees
and reimbursements to be paid to US Agent pursuant to any US Loan
Documents, or otherwise due US Agent and including fees and
disbursements of US Agent's attorneys.
ARTICLE V.
Representations and Warranties
Section 5.1. Representations and Warranties of Borrower. In
order to induce US Agent and Lenders to enter into this Amendment, US
Borrower represents and warrants to US Agent that:
(a) The representations and warranties contained in Article
V of the Original Agreement are true and correct at and as of the
time of the effectiveness hereof.
(b) US Borrower has duly taken all action necessary to
authorize the execution and delivery by it of this Amendment and
to authorize the consummation of the transactions contemplated
hereby and the performance of its obligations hereunder. US
Borrower is duly authorized to borrow funds under the US Credit
Agreement.
(c) The execution and delivery by US Borrower of this
Amendment, the performance by US Borrower of its obligations
hereunder and the consummation of the transactions contemplated
herein do not and will not (a) conflict with any provision of (i)
any Law, (ii) the organizational documents of US Borrower, or
(iii) any agreement, judgment, license, order or permit
applicable to or binding upon US Borrower, or (b) result in the
acceleration of any Indebtedness owed by US Borrower, or (c)
result in or require the creation of any Lien upon any assets or
properties of US Borrower, except as expressly contemplated or
permitted in the Loan Documents. Except as expressly
contemplated in the Loan Documents no consent, approval,
authorization or order of, and no notice to or filing with any
Tribunal or third party is required in connection with the
execution, delivery or performance by US Borrower of this
Amendment or to consummate any transactions contemplated herein.
(d) This Amendment is a legal, valid and binding obligation
of US Borrower, enforceable in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency or
similar Laws of general application relating to the enforcement
of creditors' rights and by equitable principles of general
application relating to the enforcement of creditor's rights.
ARTICLE VI.
Miscellaneous
Section 6.1. Ratification of Agreements. The Original Agreement
as hereby amended is hereby ratified and confirmed in all respects.
The US Loan Documents, as they may be amended or affected by this
Amendment, are hereby ratified and confirmed in all respects. Any
reference to the US Credit Agreement in any Loan Document shall be
deemed to be a reference to the Original Agreement as hereby amended.
The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right,
power or remedy of Lenders under the US Credit Agreement, the US
Notes, or any other US Loan Document nor constitute a waiver of any
provision of the US Credit Agreement, the US Notes or any other US
Loan Document.
Section 6.2. Survival of Agreements; Cumulative Nature. All of
US Borrower's various representations, warranties, covenants and
agreements herein shall survive the execution and delivery of this
Amendment and the performance hereof, including without limitation the
making or granting of the US Loans, and shall further survive until
all of the US Obligations are paid in full to each Lender Party and
all of Lender Parties' obligations to US Borrower are terminated. All
statements and agreements contained in any certificate or instrument
delivered by any Restricted Person hereunder or under the US Credit
Agreement to any Lender Party shall be deemed representations and
warranties by US Borrower or agreements and covenants of US Borrower
under this Amendment and under the US Credit Agreement. The
representations, warranties, indemnities, and covenants made by
Restricted Persons in the US Loan Documents, and the rights, powers,
and privileges granted to Lender Parties in the US Loan Documents, are
cumulative, and, except for expressly specified waivers and consents,
no Loan Document shall be construed in the context of another to
diminish, nullify, or otherwise reduce the benefit to any Lender Party
of any such representation, warranty, indemnity, covenant, right,
power or privilege. In particular and without limitation, no
exception set out in this Amendment to any representation, warranty,
indemnity, or covenant herein contained shall apply to any similar
representation, warranty, indemnity, or covenant contained in any
other Loan Document, and each such similar representation, warranty,
indemnity, or covenant shall be subject only to those exceptions which
are expressly made applicable to it by the terms of the various US
Loan Documents.
Section 6.3. Loan Documents. This Amendment is a US Loan
Document, and all provisions in the US Credit Agreement pertaining to
US Loan Documents apply hereto.
Section 6.4. Governing Law. This Amendment shall be governed by
and construed in accordance the laws of the State of Utah and any
applicable laws of the United States of America in all respects,
including construction, validity and performance. US Borrower hereby
irrevocably submits itself and each other Restricted Person to the
non-exclusive jurisdiction of the state and federal courts sitting in
the State of Utah and agrees and consents that service of process may
be made upon it or any Restricted Person in any legal proceeding
relating to the Amendment Documents or the Obligations by any means
allowed under Utah or federal law.
Section 6.5. Counterparts. This Amendment may be separately
executed in any number of counterparts and by the different parties
hereto in separate counterparts, each of which when so executed shall
be deemed to constitute one and the same Amendment. This Amendment
may be validly executed and delivered by facsimile or other electronic
transmission.
THIS AMENDMENT AND THE OTHER US 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.
[The remainder of this page has been intentionally left blank.]
IN WITNESS WHEREOF, this Amendment is executed as of the date
first above written.
QUESTAR MARKET RESOURCES, INC.
US Borrower
By: /s/X. X. Xxxxxxx
X. X. Xxxxxxx
President and Chief Executive Officer
Mailing Address:
X.X. Xxx 00000
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Street Address:
000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
BANK OF AMERICA, N.A.,
Administrative Agent, US LC Issuer and
Lender
By:
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
Lender
By: /s/Xxxxx Xxxxxx
Xxxxx Xxxxxx
Vice President
BANK OF MONTREAL
Lender
By: /s/Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Director
BANK ONE, N.A., f/k/a THE FIRST
NATIONAL BANK OF CHICAGO
Lender
By:
Name:
Title:
FIRST SECURITY BANK, N.A.
Lender
By:
Name:
Title:
MELLON BANK, N.A.
Lender
By: /s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President
US BANK NATIONAL ASSOCIATION
Lender
By: /s/Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
Vice President
THE BANK OF TOKYO-MITSUBISHI,
LTD.,HOUSTON AGENCY
Lender
By:
Name:
Title:
