EXHIBIT 10.2
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT,
RESIGNATION OF COLLATERAL AGENT,
AND APPOINTMENT OF SUBSTITUTE COLLATERAL AGENT
This First Amendment to Amended and Restated Credit Agreement,
Resignation of Collateral Agent and Appointment of Substitute Collateral Agent
(this "Amendment") is dated as of May 29, 1997, by and among MAGNUM HUNTER
RESOURCES, INC., a Nevada corporation (the "Borrower"), each Bank (as defined in
the Credit Agreement), BANKERS TRUST COMPANY, individually (in its individual
capacity, "Bankers Trust"), as administrative agent (in such capacity, together
with its successors in such capacity, the "Administrative Agent"), and as an
issuing bank (in such capacity, together with its successors in such capacity,
an "Issuing Bank"), BANQUE PARIBAS, a French bank acting through its Houston
Agency, individually (in its individual capacity, "Paribas"), as substitute
collateral agent (effective upon the execution of this Amendment and the
simultaneous resignation by First Union as collateral agent) (in such capacity,
together with its successors in such capacity, the "Substitute Collateral
Agent"), and as documentation agent (in such capacity, together with its
successors in such capacity, the "Documentation Agent"), and FIRST UNION
NATIONAL BANK OF NORTH CAROLINA, a national banking association, individually
(in its individual capacity, "First Union"), as collateral agent (until such
time as its resignation becomes effective with the execution of this Amendment)
(in such capacity, the "Resigning Collateral Agent"), and as syndication agent
(until such time as its resignation becomes effective with the execution of this
Amendment) (in such capacity, the "Resigning Syndication Agent").
R E C I T A L S:
WHEREAS, the Borrower, each Bank, the Administrative Agent, the
Documentation Agent, the Resigning Collateral Agent and the Resigning
Syndication Agent, have entered into that certain Amended and Restated Credit
Agreement dated as of April 30, 1997 (as amended, modified, or supplemented from
time to time, the "Credit Agreement"), pursuant to which the Banks have agreed
to make revolving credit loans available to the Borrower under the terms and
provisions stated therein; and
WHEREAS, the Borrower has requested the Banks and the Agents to amend
certain provisions of the Credit Agreement to permit the issuance by the
Borrower of up to $140,000,000 of senior unsecured debt, the proceeds of which
will be used to repay the Bridge Loan in full and to repay a portion of the
outstanding Loans under the Credit Agreement; and
WHEREAS, simultaneously with the execution and delivery of this
Amendment, (a) First Union is resigning as Collateral Agent and as Syndication
Agent under the Credit Agreement, (b) the Banks are electing Paribas as
Collateral Agent and (c) First Union is agreeing to execute
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 1
and deliver one or more assignments of liens in favor of Paribas, as
Collateral Agent for the Banks and the Bridge Lenders; and
WHEREAS, the Banks and the Agents are willing to amend the Credit
Agreement as hereinafter provided; and
WHEREAS, the Borrower, the Banks and the Agents now desire to amend the
Credit Agreement as herein set forth.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
Definitions
Section 1.1 Definitions. Capitalized terms used in this Amendment, to
the extent not otherwise defined herein, shall have the same meaning as in the
Credit Agreement, as amended hereby.
ARTICLE II
Amendments
Section 2.1 Amendments to Section 1.1. Section 1.1 of the Credit
Agreement is amended as follows:
(a) The definitions of "L/C Application" and "Subordinated Debt" are hereby
deleted in their entirety.
(b) The following definitions are hereby added to Section 1.1 of the Credit
Agreement:
"'Indenture' means that certain Indenture dated as of
May 29, 1997, executed by and among the Borrower, the
Guarantors and First Union National Bank of North Carolina, as
trustee."
"'Senior Unsecured Debt' means up to $140,000,000 of
senior unsecured Debt issued by the Borrower pursuant to the
terms of the Indenture upon the terms and conditions set forth
therein, the proceeds of which shall be used to repay the
Bridge Loan in full and to repay outstanding Loans hereunder."
(c) The definition of "Change in Control" is hereby amended by adding the
following language after the word "mean":
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 2
"either (i) a change of control as defined in the Indenture or (ii)"
Section 2.2 Amendment to Section 2.8. The third sentence of Section 2.8
of the Credit Agreement is hereby amended and restated in its entirety as
follows:
"Upon the issuance by the Borrower of the Senior
Unsecured Debt, the Borrowing Base shall be permanently
reduced to $60,000,000; in the case of any other issuances of
Debt by the Borrower, the Borrowing Base shall be
redetermined, in the sole discretion of the Majority Banks, as
provided herein."
Section 2.3 Amendment to Section 3.1. Section 3.1 of the Credit Agreement
is hereby ------------------------ amended as follows:
(a) The parenthetical in the second sentence of Section 3.1 of the Credit
Agreement is hereby deleted in its entirety.
(b) The third sentence of Section 3.1 of the Credit Agreement is hereby
deleted in its entirety.
Section 2.4 Amendment to Section 3.3. The second sentence of Section
3.3 of the Credit Agreement is hereby amended and restated in its entirety as
follows:
"Such Issuing Bank shall notify each Bank of its
receipt of such notice and of the face amount of Letter of
Credit being requested on the day such notice is received by
such Issuing Bank, if received by 12:00 P.M. New York, New
York time on a Business Day, and, otherwise, on the next
succeeding Business Day."
Section 2.5 Amendments to Section 3.5. Section 3.5 of the Credit
Agreement is hereby amended and restated in its entirety as follows:
"Section 3.5 Letter of Credit Fees. The Borrower
shall pay to the Administrative Agent for the account of the
Banks (to be shared ratably) a nonrefundable Letter of Credit
fee, payable quarterly in arrears, in an amount equal to the
greater of (i) 1% per annum of the face amount of such Letter
of Credit, for the period during which such Letter of Credit
remains outstanding, based on a 360 day year and the actual
number of days elapsed, or (ii) $350. The Borrower shall pay
to the Issuing Bank for its own account a nonrefundable Letter
of Credit fee, payable quarterly in arrears, in an amount
equal to 0.125% per annum of the face amount of such Letter of
Credit, for the period during which such Letter of Credit
remains outstanding, based on a 360 day year and the actual
number of days elapsed. In addition to the foregoing fees, the
Borrower shall pay or reimburse the applicable Issuing Bank
for such normal and customary costs and expenses as are
incurred or charged by such Issuing Bank in issuing, effecting
payment under, transferring, amending or otherwise
administering any Letter of Credit."
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 3
Section 2.6 Amendment to Section 3.7. Subsection (a) of Section 3.7 of the
Credit Agreement is hereby amended by deleting the words "at negotiation."
Section 2.7 Amendment to Section 4.5. The following subsection (f) is
hereby added to Section 4.5 of the Credit Agreement:
"(f) If the Senior Unsecured Debt shall at any time
become due and payable prior to its stated maturity as a
result of a Change in Control, then, at the option of the
Required Banks, the Commitments shall be cancelled and the
Borrower shall immediately prepay the outstanding Loans in
full, together with accrued interest to the date of such
prepayment."
Section 2.8 Amendment to Section 10.10. The following language is hereby
added at the end of Section 10.10 of the Credit Agreement:
"or a prepayment of the Senior Unsecured Debt required under
the Indenture pursuant to a Change in Control."
Section 2.9 Amendment to Section 14.1. Section 14.1 of the Credit Agreement
is hereby amended by deleting all references to "Administrative Agent" therein
and substituting instead the words "Documentation Agent".
Section 2.10 References to Subordinated Debt. The Credit Agreement is
hereby amended by deleting all references to "Subordinated Debt" therein and
substituting instead the words "Senior Unsecured Debt".
Section 2.11 Amendment to Exhibit C. Exhibit C to the Credit Agreement is
hereby amended and restated in its entirety as set forth on Annex I to this
Amendment.
Section 2.12 Resignation and Appointment of Collateral Agent. Effective
simultaneously with the execution of this Amendment, in accordance with the
provisions of Section 13.9 of the Credit Agreement, (a) First Union hereby
resigns as collateral agent and syndication agent under the Credit Agreement,
(b) the other Agents, the Banks and the Issuing Bank hereby irrevocably appoint
and authorize Paribas to act as the Collateral Agent under the Credit Agreement
and each of the other Loan Documents, (c) Paribas consents to such appointment
and agrees to perform the duties of the Collateral Agent as specified in the
Credit Agreement, and (d) First Union hereby agrees to execute and deliver any
and all documents and instruments necessary to effect the appointment of Paribas
as Collateral Agent, including without limitation UCC-3 assignments and
amendments to or assignments of Security Documents related to the Mortgaged
Properties.
Section 2.13 Application of Proceeds of Senior Unsecured Debt.
Notwithstanding anything contained in Section 4.7 of the Credit Agreement to the
contrary, the Borrower and each of the Banks and the Agents hereby agree that
the proceeds of the Senior Unsecured Debt shall be applied first, to repay the
Bridge Loan in full, second, to repay in full the outstanding Loans
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 4
owing by the Borrower to First Union, and third, to repay outstanding Loans
under the Credit Agreement owing by the Borrower to Paribas and Bankers Trust.
Section 2.14 First Union No Longer a Bank. Effective immediately upon
repayment in full of the outstanding Loans owing to First Union, First Union
shall no longer be a Bank under the Credit Agreement, and First Union hereby
agrees to immediately deliver the original Note executed by the Borrower in
favor of First Union (marked paid in full) to the Administrative Agent.
Section 2.15 Modified Commitments. Effective immediately upon the
application of the proceeds of the Senior Unsecured Debt in accordance with
Section 2.13 hereof, the Commitments listed on the signature pages to the Credit
Agreement are hereby deleted, and the new Commitments shall be as set forth on
the signature pages to this Amendment. In connection therewith, all of the
parties to this Amendment hereby acknowledge that, upon repayment in full of the
Loans owing to First Union, First Union shall no longer have a Commitment under
the Credit Agreement, and its Commitment shall be deemed to be cancelled.
Section 2.16 New Notes. Effective immediately upon the application of the
proceeds of the Senior Unsecured Debt and the repayment in full of Loans owing
to First Union, the Borrower shall execute new Notes in favor of Paribas and
Bankers Trust, in the principal amount of each such Bank's modified Commitment.
ARTICLE III
Miscellaneous
Section 3.1 Ratifications, Representations and Warranties. Except as
expressly modified and superseded by this Amendment, the terms and provisions of
the Credit Agreement and the other Loan Documents are ratified and confirmed and
shall continue in full force and effect. The representations and warranties
contained herein and in all other Loan Documents, as amended hereby, shall be
true and correct as of, and as if made on, the date hereof. The Borrower, the
Banks and the Agents agree that the Credit Agreement as amended hereby shall
continue to be legal, valid, binding and enforceable in accordance with its
terms.
Section 3.2 Reference to the Credit Agreement. Each of the Loan Documents,
including the Credit Agreement and any and all other agreements, documents or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Credit Agreement as amended hereby, are hereby
amended so that any reference in such Loan Documents to the Credit Agreement
shall mean a reference to the Credit Agreement as amended hereby.
Section 3.3 Expenses. The Borrower agrees to pay on demand all expenses set
forth in Section 14.1 of the Credit Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 5
Section 3.4 Severability. Any provisions of this Amendment held by court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provisions so held to be invalid or unenforceable.
Section 3.5 Applicable Law. This Amendment and all other Loan Documents
executed pursuant hereto shall be governed by and construed in accordance with
the laws of the State of New York.
Section 3.6 Successors and Assigns. This Amendment is binding upon and
shall enure to the benefit of the Banks, the Agents and the Borrower and their
respective successors and assigns.
Section 3.7 Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original
but all of which when taken together shall constitute one and the same
instrument.
Section 3.8 Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
Section 3.9 NO ORAL AGREEMENTS. THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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FIRST AMENDMENT TO CREDIT AGREEMENT - Page 6
EXECUTED as of the day and year first above written.
BORROWER:
MAGNUM HUNTER RESOURCES, INC.
By:
Xxxxx X. Xxxxxxx
Vice President and Chief Accounting Officer
ADMINISTRATIVE AGENT:
BANKERS TRUST COMPANY
By
Name:
Title:
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 7
DOCUMENTATION AGENT
AND SUBSTITUTE COLLATERAL AGENT:
BANQUE PARIBAS
By:
Xxxxxx X. Xxxxxxxx
Group Vice President
- and -
By:
Xxxxxxx X. Xxxxxx
Assistant Vice President
RESIGNING COLLATERAL AGENT
AND RESIGNING SYNDICATION AGENT:
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By:
Xxxxxxx X. Xxxxxxxxxx
Vice President
ISSUING BANK:
BANKERS TRUST COMPANY
By
Name:
Title:
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 8
BANKS:
Modified Commitment: BANQUE PARIBAS
37,500,000.00
By:
Xxxxxx X. Xxxxxxxx
Group Vice President
- and -
By:
Xxxxxxx X. Xxxxxx
Assistant Vice President
Modified Commitment: FIRST UNION NATIONAL BANK
CANCELLED OF NORTH CAROLINA
By:
Xxxxxxx X. Xxxxxxxxxx
Vice President
Modified Commitment: BANKERS TRUST COMPANY
$37,500,000
By:
Name:
Title:
DA971410133
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 9
ACKNOWLEDGEMENT BY GUARANTORS
Each of the undersigned Guarantors hereby (i) consents to the terms and
conditions of the Amendment, (ii) confirms and ratifies the terms of the Amended
and Restated Subsidiary Guaranty, (iii) acknowledges and agrees that its consent
is not required for the effectiveness of the Amendment and (iv) represents and
warrants that (a) no Default or Event of Default has occurred or is continuing
or would otherwise be created by the Amendment, (b) it is in full compliance
with all covenants and agreements pertaining to it in the Credit Documents and
(c) it has reviewed a copy of the Amendment.
Executed as of the 29th day of May, 1997.
GUARANTORS:
HUNTER GAS GATHERING, INC.
GRUY PETROLEUM MANAGEMENT CO.
MAGNUM HUNTER PRODUCTION, INC.
CONMAG ENERGY CORPORATION
RAMPART PETROLEUM, INC.
By:
Xxxxx X. Xxxxxxx
Authorized Officer
DA971410133
052997 v6
316:17811-1
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 10
