W I T N E S S E T H :
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EXHIBIT 4.03
CONFORMED COPY
FIRST AMENDMENT, dated as of September 18, 1996 (this "Amendment"), to
the Credit Agreement dated as of January 31, 1996 (as the same may be further
amended, supplemented, waived or otherwise modified from time to time, the
"Credit Agreement"), among PANENERGY CORP (formerly known as Panhandle Eastern
Corporation), a Delaware corporation (the "Company"), the several financial
institutions from time to time parties thereto (collectively, the "Lenders" and
individually, a "Lender") and THE CHASE MANHATTAN BANK, a New York banking
corporation formerly known as Chemical Bank, as Administrative Agent.
W I T N E S S E T H :
WHEREAS, the Company, the Lenders and the Administrative Agent are
parties to the Credit Agreement;
WHEREAS, the Company has requested that the Lenders amend the Credit
Agreement in order to extend the Revolving Credit Termination Date to August
30, 1997; and
WHEREAS, the Administrative Agent and the Lenders are willing to agree
to the requested amendment notwithstanding the provisions of Section 2.19 of
the Credit Agreement, but only upon the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the premises contained herein, the
parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms which
are defined in the Credit Agreement and used herein are so used as so defined.
2. Amendment to Subsection 1.1. Subsection 1.1 of the Credit
Agreement is hereby amended by deleting the definitions of Chemical, Company
and Revolving Credit Termination Date and adding the following new definitions
in correct alphabetical order:
"'Chase' : The Chase Manhattan Bank.
'Company' : PanEnergy Corp, a Delaware corporation.
'Revolving Credit Termination Date' : August 30, 1997 (or the
extension of such date pursuant to subsection 2.19)."
3. Amendment. All references to "Chemical" in the Credit
Agreement shall hereby be deleted and the term "Chase" shall be inserted in
lieu thereof.
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4. Representations and Warranties. On and as of the date hereof
and after giving effect to this Amendment, the Company hereby confirms,
reaffirms and restates the representations and warranties set forth in Section
5 of the Credit Agreement mutatis mutandis, except to the extent that such
representations and warranties expressly relate to a specific earlier date in
which case the Company hereby confirms, reaffirms and restates such
representations and warranties as of such earlier date, provided that the
references to the Credit Agreement in such representations and warranties shall
be deemed to refer to the Credit Agreement as amended prior to the date hereof
and pursuant to this Amendment.
5. Effectiveness. This Amendment shall become effective as of
the date hereof upon receipt by the Administrative Agent of counterparts of
this Amendment duly executed and delivered by the Company and all the Lenders.
6. Continuing Effect; No Other Amendments. Except as expressly
amended hereby, all of the terms and provisions of the Credit Agreement are and
shall remain in full force and effect. The amendment provided for herein is
limited to the specific subsections of the Credit Agreement specified herein
and shall not constitute an amendment of, or an indication of the
Administrative Agent's or the Lenders' willingness to amend, any other
provisions of the Credit Agreement or the same subsections for any other date
or time period (whether or not such other provisions or compliance with such
subsections for another date or time period are affected by the circumstances
addressed in this Amendment).
7. Expenses. The Company agrees to pay and reimburse the
Administrative Agent for all its reasonable costs and out-of-pocket expenses
incurred in connection with the preparation and delivery of this Amendment,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.
8. Counterparts. This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Amendment signed by all the parties shall be delivered to the Company and the
Administrative Agent.
9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of
the date first above written.
PANENERGY CORP (formerly known as
Panhandle Eastern Corporation)
By: /s/ Xxxxx X. Xxxxxxxxxx
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Title: Vice President, Finance
THE CHASE MANHATTAN BANK (formerly
known as Chemical Bank), as
Administrative Agent, as an Issuing
Lender and as a Lender
By: /s/ Xxxxx X. Xxxx
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Title: Vice President
BANK OF AMERICA ILLINOIS
By: /s/ Xxxxxx XxXxxx
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Title: Vice President
BANK OF MONTREAL
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Title: Director
U.S. Corporate Banking
THE BANK OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title: Vice President
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XXX XXXX XX XXXX XXXXXX
By: /s/ A. S. Xxxxxxxxxx
------------------------------------
Title: Sr. Team Leader-Loan
Operations
BARCLAYS BANK PLC
By: /s/ Xxx Xxx
------------------------------------
Title: Director
CIBC, INC.
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Title: Authorized Signatory
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Title: Managing Director
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxxxx X. Dreihe
------------------------------------
Title: Authorized Agent
MELLON BANK, N.A.
By: /s/ E. Xxxx Xxxxxx Xx.
------------------------------------
Title: First Vice President
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XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Xxxx Xxxxxxxxx
------------------------------------
Title: Vice President
NATIONSBANK OF TEXAS, N.A.
By: Xxxx X. Xxxxxxx
------------------------------------
Title: Senior Vice President
NATIONAL WESTMINSTER BANK PLC
NEW YORK BRANCH
By: /s/ Xxxxx X. Xxxxx
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Title: Senior Vice President
Head of Branch Operations
NATIONAL WESTMINSTER BANK PLC
NASSAU BRANCH
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Title: Senior Vice President
Head of Branch Operations
BANK OF TOKYO-MITSUBISHI, LTD.,
HOUSTON AGENCY
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Title: Vice President
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THE FUJI BANK, LIMITED (HOUSTON
AGENCY)
By: /s/ Xxxxxxxx Xxxxx
------------------------------------
Title: Vice President & Manager
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Title: Joint General Manager
ROYAL BANK OF CANADA
By: /s/ X. X. Xxxxx
------------------------------------
Title: Senior Manager
THE SANWA BANK, LIMITED, DALLAS
AGENCY
By: /s/ X. X. Xxxxxxx
------------------------------------
Title: Vice President
SOCIETE GENERALE, SOUTHWEST
AGENCY
By: /s/ Xxxx X. Xxxxxxx
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Title: First Vice President
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XXX XXXXXXX-XXXXXXXX XXXX,
XXXXXXX AGENCY
By: /s/ Xxxxx Xxxxxx
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Title: Asst. Manager
Credit Administration
UNION BANK OF SWITZERLAND,
HOUSTON AGENCY
By: /s/ Xxx X. Xxxxx
------------------------------------
Title: Managing Director
By: /s/ J. Xxxxxx Xxxxxxxxxxx
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Title: Assistant Treasurer
ARAB BANKING CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx'
------------------------------------
Title: Vice President
BANK OF SCOTLAND
By: /s/ Xxxxxxxxx X. Xxxxxxxx
------------------------------------
Title: Vice President
CHRISTIANIA BANK
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Title: First Vice President
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Title: Vice President
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XXXXX FARGO BANK (TEXAS), N.A.
By: /s/ Xxx X. Xxxxxx
------------------------------------
Title: Vice President
THE BANK OF YOKOHAMA, LTD., NEW
YORK BRANCH
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Title: Vice President and
Senior Manager
THE INDUSTRIAL BANK OF JAPAN TRUST
COMPANY
By: /s/ Akijiro Yoshino
------------------------------------
Title: Executive Vice President
The Industrial Bank of
Japan, Limited, Houston Office
(Authorized Representative)
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Title: Vice President
THE SUMITOMO BANK, LIMITED,
HOUSTON AGENCY
By: /s/ Xxxxxxxxx Xxxx
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Title: General Manager
