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EXHIBIT 10.29(c)
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of August
31, 1995 (this "Amendment"), is among CMS NOMECO OIL & GAS CO., a Michigan
corporation (the "Company"), the banks set forth on the signature pages hereof
(collectively, the "Banks") and NBD BANK, as agent for the Banks (in such
capacity, the "Agent").
RECITAL
The Company, the Banks and the Agent are parties to an Amended
and Restated Credit Agreement, dated as of November 1, 1993, amended by a First
Amendment to Credit Agreement dated December 23, 1994 and by a Second Amendment
to Credit Agreement and Assumption Agreement dated as of March 1, 1995 (the
"Credit Agreement"), and the Company has requested that the Agent and the Banks
amend the Credit Agreement as set forth herein.
TERMS
In consideration of the premises and of the mutual agreements
herein contained, the parties agree as follows:
ARTICLE I. AMENDMENTS. The Credit Agreement shall be amended as follows:
1.1 Section 7.2(f) is amended by deleting the period at the end of
clause 7.2(f)(x) and substituting "; and" in place thereof and adding the
following new Section 7.2(f)(xi) to read as follows: "(xi) The Liens described
on Schedule 7.2(f) hereto, but no increase in the amount secured thereby."
1.2 Section 7.2(k) is amended by deleting the period at the end of
Section 7.2(k)(x) and substituting "; and" in place thereof and adding the
following new Section 7.2(k)(xi) to read as follows: "(xi) The Indebtedness
described on Schedule 7.2(f) hereto, but no increase in the amount thereof."
1.3 Schedule 7.2(f) attached hereto is hereby added to the Credit
Agreement as Schedule 7.2(f).
ARTICLE II. REPRESENTATIONS. The Company represents and warrants to the Agent
and the Banks that:
2.1 The execution, delivery and performance of this
Amendment are within its powers, have been duly authorized and are not in
contravention with any law, of the terms of its Articles of Incorporation or
By-laws, or any undertaking to which it is a party or by which it is bound.
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2.2 This Amendment is the legal, valid and binding
obligations of the Company enforceable against it in accordance with its terms.
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 any event or condition which
might become an Event of Default with notice or lapse of time, or both, exists
or has occurred and is continuing on the date hereof.
ARTICLE III. MISCELLANEOUS.
3.1 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.
3.2 The Company 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.
3.3 Except as expressly amended hereby, the Company
agrees that (a) the Credit Agreement, the Notes and all other documents and
agreements executed by the Company in connection with the Credit Agreement in
favor of the Agent or the Banks are ratified and confirmed and shall remain in
full force and effect and (b) it has no set off, counterclaim, defense or 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.
3.4 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, and telecopied signatures shall be effective.
3.5 The Company represents that it is acquiring Terra
Energy, Ltd., which will become a Subsidiary of the Company. Upon Terra
Energy, Ltd. becoming a Subsidiary, the Company will (a) pay for the
acquisition of Terra Energy, Ltd. by obtaining Subordinated Debt from CMS
Enterprises Company ("Enterprises") in an amount greater than $60,000,000 but
less than $65,000,000 and the Company will execute the subordinated promissory
note in the form of Exhibit A hereto, and will cause Enterprises to execute the
Subordination Agreement in the form of Exhibit B attached hereto, and (b) cause
Terra Energy, Ltd. to execute a Joinder Agreement in the form of Exhibit C
attached hereto and deliver all corporate documents and legal opinions
reasonably requested by the Majority Banks in connection therewith.
THIRD AMENDMENT TO CREDIT AGREEMENT PAGE 3
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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, which shall be the effective date of this Amendment.
CMS NOMECO OIL & GAS CO.
By: /s/ Xxxx X. Xxxxxx
Its: Vice President, Secretary
and Treasurer
NBD BANK, as a Bank and as Agent
By: /s/ W. Xxxxx Xxxxxxx
Its: Vice President
BANK OF MONTREAL
By: /s/ Xxxxxx X. Xxxxxx
Its: Director
BANQUE PARIBAS
By: /s/ Xxxxxxx Xxxxxxxx
Its: GVP
ABN-AMRO BANK N.V.,
CHICAGO BRANCH
By: /s/ Xxxxx X. Xxxxxx
Its: Vice President
And: /s/ Xxxxxx X. Xxxxxx
Its: Assistant Vice President
THIRD AMENDMENT TO CREDIT AGREEMENT PAGE 4
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CONSENT
Each of the undersigned Guarantors consents to the above Third
Amendment and acknowledges and agrees that its Guaranty shall continue in full
force and effect and that is has no set-off, counterclaim, defense or other
claim or dispute thereunder.
CMS NOMECO COLOMBIA OIL COMPANY
By: /s/ Xxxx X. Xxxxxx
Its: Vice President, Secretary
and Treasurer
EXPLOTACIONES CMS NOMECO, INC.
By: /s/ Xxxx X. Xxxxxx
Its: Vice President, Secretary
and Treasurer
CMS NOMECO INTERNATIONAL, INC.
By: Xxxx X. Xxxxxx
Its: Vice President, Secretary
and Treasurer
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