AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT dated as of May 9, 2000 to the Amended and Restated Credit
Agreement dated as of June 8, 1999, as amended by Amendment No. 1 dated as of
October 15, 1999, Amendment No. 2 dated as of January 23, 2000 and Amendment No.
3 dated as of April 27, 2000 (as so amended, the "Credit Agreement"), among
HALLWOOD ENERGY CORPORATION, HALLWOOD ENERGY PARTNERS, L.P. and HALLWOOD
CONSOLIDATED RESOURCES CORPORATION (collectively, the "Borrowers"), the BANKS
party thereto (the "Banks"), FIRST UNION NATIONAL BANK, as Collateral Agent and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement as
set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, on and after the Effective Date (as
defined in Section 9 below), refer to the Credit Agreement as amended hereby.
Section 2. Resetting of the Availability Limit. The definition of
"Availability Limit" set forth in Section 1.01 of the Credit Agreement is
amended to read in its entirety as follows:
"Availability Limit" means, on any date, an amount equal to the lesser
of (i) the aggregate amount of the Commitments at such date and (ii)
$75,175,000; provided that on any date on which the Debt Limit is reset to a new
amount in accordance with Section 4.17(c)(ii) or Section 4.17(c)(iii) (and, in
the case of any reset pursuant to Section 4.17(c)(iii) that constitutes an
increase in the Debt Limit, all the Banks have agreed to such new amount, in
their sole discretion), the amount set forth in this clause (ii) shall be deemed
to have been amended
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(effective on and as of the date such reset is effective) to be such new amount,
without any further action on the part of any Borrower or any Bank. Except as
set forth in the proviso to clause (ii) of the immediately preceding sentence,
the Availability Limit may be increased only by an amendment in accordance with
Section 8.05, which the Banks may agree to or not agree to in their sole
discretion.
Section 3. Notification of Automatic Reset of Debt Limit. The following
sentence is added at the end of Section 4.17(c)(ii): "The Borrowers shall give
the Agent prompt notice of any such sale and the Agent shall give the Borrowers
prompt notice of any redetermination of the Debt Limit pursuant to this clause
(ii) as a result of any such sale with respect to which the Agent shall have
received notice; provided that any failure or delay by the Agent in giving
notice of any such redetermination shall not affect or limit the obligations of
the Borrowers to comply with such redetermined Debt Limit.".
Section 4. Amendment of the Annual Coverage Ratio Covenant. The first
sentence of Section 4.28 of the Credit Agreement is amended by adding the
following proviso at the end thereof: "; provided that for purposes of
determining the amount of scheduled principal payments on the Loans in the
calendar year 2002, only 45% of the amount of scheduled payments of principal on
the Loans in such calendar year shall be included."
Section 5. Amendment of the Interest Coverage Ratio Covenant. The
penultimate sentence of Section 4.34 of the Credit Agreement is amended to read
in its entirety as follows:
For purposes of this Section 4.34, "Historical CFADS" means, for any
period, gross cash operating revenues properly allocable to Petroleum Property
for such period less the following cash items: royalties, operating costs,
severance, windfall profits and other wellhead taxes, general and administrative
expenses and current income and other taxes properly allocable to such period
and cash capital expenditures made during such period and properly allocable to
a Petroleum Property owned as of the date of the most recent Reserve Report
(other than cash capital expenditures (i) constituting the purchase price of any
such Petroleum Property permitted to be purchased hereunder or (ii) exploration
costs associated with any Petroleum Property owned as of the date of the most
recent Reserve Report).
Section 6. Representations of Borrowers. The Borrowers represent and
warrant that (i) the representations and warranties of the Borrowers set forth
in Article 3 of the Credit Agreement are true on and as of the date hereof and
(ii) no Default has occurred and is continuing.
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Section 7. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
Section 8. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
Section 9. Effectiveness. This Amendment shall become effective on the
date (the "Effective Date") on which the Agent shall have received from the
Borrowers and the Required Banks a counterpart hereof signed by such party or
facsimile or other written confirmation (in form satisfactory to the Agent) that
such party has signed a counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
HALLWOOD ENERGY CORPORATION
By:
Name:
Title:
HALLWOOD CONSOLIDATED
RESOURCES CORPORATION
By:
Name:
Title:
HALLWOOD ENERGY PARTNERS, L.P.
By: HEC Acquisition Corp., its
General Partner
By___________________________
Name:
Title:
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XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By:
Name:
Title:
FIRST UNION NATIONAL BANK
By:
Name:
Title:
BANK OF AMERICA, N.A., formerly
NATIONSBANK, N.A.
By:
Name:
Title:
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Acknowledged by:
HALLWOOD LA PLATA, LLC
LA PLATA ASSOCIATES, LLC
By: HALLWOOD PETROLEUM, INC.
By:______________________________________
Name:
Title:
The Manager of Hallwood La Plata LLC and La
Plata Associates LLC
CONCISE OIL AND GAS PARTNERSHIP
EM NOMINEE PARTNERSHIP COMPANY
MAY ENERGY PARTNERS OPERATING
PARTNERSHIP LTD.
By: HEC ACQUISITION CORP.
By:______________________________________
Name:
Title:
The General Partner of Concise Oil and Gas
Partnership, EM Nominee Partnership Company,
May Energy Partners Operating Partnership
LTD.
HALLWOOD CONSOLIDATED PARTNERS,
L.P.
By: HALLWOOD CONSOLIDATED
RESOURCES CORPORATION
By:______________________________________
Name:
Title:
The General Partner of Hallwood Consolidated
Partners, L.P.
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