EXHIBIT 10.31
[LOGO OF JPMorgan]
April 27, 2001
TO: Pure Resources Lenders
FROM: JPMorgan, a division of Chase Securities Inc.
RE: 346-Day and Five-Year Credit Agreements dated as of September
29, 2000 among Pure Resources, Inc. ("Pure Resources" or the
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"Company"), the Lenders Party thereto, The Chase Manhattan
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Bank ("Chase"), as Administrative Agent and First Union
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National Bank, a Syndication Agent, as amended, restated or
modified (the "Credit Agreements").
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BY E-MAIL AND TELECOPY
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Attached please find a letter dated April 26, 2001 addressed to ▇▇▇▇▇▇ ▇▇▇▇▇▇
and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ at JPMorgan from ▇▇▇▇ ▇▇▇▇▇ at Pure Resources. As reflected
in the letter, Pure Resources is seeking Lenders' approval to extend the time
period for ▇▇▇▇▇▇▇▇ to execute and deliver a Subsidiary Guaranty Agreement until
the earlier of the two following dates: a) the fifteenth day after the
subordinated notes are repaid or repurchased, and b) the ninetieth day after
Hallwood becomes Restricted Subsidiary.
Chase supports this request. The Company has requested ▇▇▇▇▇▇▇' response to this
request by Monday, May 7, 2001. You may respond by signing the consent form
below and faxing it to the attention of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (Fax: ▇▇▇-▇▇▇-▇▇▇▇).
Please address any questions or comments to ▇▇▇▇ ▇▇▇▇▇ (915-498-8614) at Pure
Resources or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (713-216-3510), ▇▇▇▇▇▇ ▇▇▇▇▇▇ (713-216-8079) or ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ (713-216-4147) at JPMorgan. Thank you.
Schedule I X consents does not consent to
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Name of Institution the aforementioned request.
By: Schedule I
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Name: Schedule I
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Title: Schedule I
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c: ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ - Pure Resources, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
Pure Resources, Inc.
MEMORANDUM
TO: ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
FROM: ▇▇▇▇ ▇▇▇▇▇
SUBJET: Waiver Request - Extended Time for New Subsidiaries' Guaranty
DATE: April 26, 2001
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In connection with our two Credit Agreements dated September 29, 2000 (the
"Credit Agreements"), Pure Resources, Inc. ("Borrower") requests that the
lenders under the Credit Agreements ("Lenders") agree to extend, as provided
below, the time period provided for Subsidiary Guaranty Agreements under Section
5.09 of each Credit Agreement. (Terms defined in the Credit Agreement have the
same meanings in this waiver request.)
As you know, ▇▇▇▇▇▇▇▇ has made a tender offer for the shares of Hallwood
Energy Corporation (together with its subsidiaries, "Hallwood"). If the tender
offer is successful, Hallwood will become a Restricted Subsidiary of Borrower.
Section 5.09 of each Credit Agreement requires each Restricted Subsidiary
acquired by Borrower to execute a Subsidiary Guaranty Agreement within three
Business Days after the acquisition occurs.
Hallwood has issued certain subordinated notes, and the related note
purchase agreement contains provisions that (a) allow Hallwood to prepay or
repurchase the subordinated notes, but only after certain notice periods that
are significantly longer than three Business Days, and (b) forbid Hallwood from
giving a Subsidiary Guaranty Agreement while the subordinated notes are
outstanding. These notice periods could take up to seventy eighty days after
▇▇▇▇▇▇▇▇ becomes a Restricted Subsidiary. Borrower intends to begin the
prepayment/repurchase process promptly after acquiring Hallwood but does not
know whether the holders of the subordinated notes will reduce the notice
periods.
Borrower prefers for Hallwood not to default under the note purchase
agreement by giving a Subsidiary Guaranty Agreement (even though such a default
would not constitute a cross-default under the Credit Agreements). ▇▇▇▇▇▇▇▇
therefore requests that ▇▇▇▇▇▇▇ agree to extend the time period for ▇▇▇▇▇▇▇▇ to
execute and deliver a Subsidiary Guaranty Agreement until the earlier of the two
following dates: (a) the fifteenth day after the subordinated notes are repaid
or repurchased, and (b) the ninetieth day after Hallwood becomes a Restricted
Subsidiary.
Thank you very much
Schedule I
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Name of Institution Name and Signed By Title
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The Chase Manhattan Bank ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Managing Director
The Bank of New York ▇▇▇▇▇ ▇▇▇▇▇▇ Vice President
Bank of Tokyo-Mitsubishi ▇▇▇▇▇▇ ▇▇▇▇▇▇ General Manager
BNP Paribas ▇▇▇▇▇ ▇▇▇▇▇▇ Vice President
Credit Lyonnais Philippe Soustra Executive Vice President
CIBC, Inc. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Director
The Fuji Bank, Ltd ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Vice President and
Manager
The Sanwa Bank Limited ▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President
