FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This First Amendment to Second Amended and Restated Credit Agreement (this
"Amendment"), dated as of September 4, 1998, is by and among MAGNUM HUNTER
RESOURCES, INC., a Nevada corporation (the "Borrower"), each Bank (as defined in
the Credit Agreement), BANKERS TRUST COMPANY, individually, as administrative
agent (in such capacity, together with its successors in such capacity, the
"Administrative Agent"), and as an issuing bank, CIBC INC., individually and as
Syndication Agent (in such capacity together with its successors and assigns,
the "Syndication Agent"), and PARIBAS, a French bank acting through its Houston
Agency, individually, as collateral agent (in such capacity, together with its
successors in such capacity, the "Collateral Agent"), and as documentation agent
(in such capacity, together with its successors in such capacity, the
"Documentation Agent").
RECITALS:
WHEREAS, the Borrower, each Bank then a party, the Administrative Agent,
the Syndication Agent, and the Documentation Agent entered into that certain
Second Amended and Restated Credit Agreement dated as of June 1, 1998 (the
"Credit Agreement") pursuant to which the Banks have agreed to revolving credit
loans available to the Borrower under the terms and provisions stated therein;
and
WHEREAS, the Borrower has requested that the Banks and the Agents amend the
Credit Agreement to (i) permit certain stock repurchases and (ii) add a
Permitted Lien basket for purchase money and certain other Liens; and
WHEREAS, the Banks and the Agents are willing to amend the Credit Agreement
and otherwise agree 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 considerations, 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 Amendment to Section 10.2. Section 10.2 is amended by
relettering existing clauses (k) and (l) as (m) and (n), respectively, and by
adding thereto two new clauses, lettered (k) and (l), reading as follows:
"(k) Liens to secure the purchase price of Property (other
than Oil and Gas Properties) acquired or held by Borrower or its
Subsidiaries, as applicable, in the ordinary course of business
securing Debt incurred or assumed for the purposes of financing all or
a part of the cost of acquiring such Property; provided that any such
Lien attaches to such Property concurrently with or within 30 days of
the acquisition thereof, does not attach to any Property other than the
Property for which such purchase money Debt was incurred, and the
principal amount of the Debt secured by any such purchase money Liens
and Liens permitted under Section 10.2(l) does not exceed the Debt
permitted in Section 10.1(k);
"(l) other Liens on specified Property (other than Oil and Gas
Properties) to secure Debt permitted under Section 10.1(k);"
Section 2.2 Amendment to Section 10.4. Section 10.4 is amended by deleting
the word "and" from the exceptions found therein and by adding to the exceptions
a new clause reading as follows:
"and (iii) repurchase of shares of common stock of the Borrower subject
to the following express conditions: (a) the cost thereof shall not
exceed $4,000,000 in the aggregate, (b) the number of shares
repurchased shall not exceed 1,000,000 in the aggregate and (c) all
repurchases must be completed by April 30, 1999 (unless extended for an
additional six-month period with the approval of the Majority Banks)."
ARTICLE III
Conditions Precedent
Section 3.1 Necessary Documentation. This Amendment shall be effective when
the Agent shall have received this Amendment and the Acknowledgment of
Guarantors executed by all parties.
Section 3.2 Representations and Warranties. All representations and
warranties contained in the Credit Agreement shall be true and correct on and as
of the date hereof with the same force and effect as if such representations and
warranties had been made on and as of such date.
Section 3.3 Additional Documentation. The Agents shall have such additional
approvals, opinions or documents as the Agents or their counsel, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., may reasonably request.
ARTICLE IV
Miscellaneous
Section 4.1 Ratifications, Representations and Warranties. Except as
expressly modified and superceded by this Amendment, the terms and provisions of
the Credit Agreement and 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 4.2 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 4.3 Expenses. The Borrower agrees to pay on demand all expenses set
forth in Section 14.1 of the Credit Agreement.
Section 4.4 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 4.5 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 4.6 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of the Banks, the Agents and the Borrower and their
respective successors and assigns.
Section 4.7 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 4.8 Headings. The headings, captions, and arrangements used in the
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
Section 4.9 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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EXECUTED as of the day and year first above written.
BORROWER:
MAGNUM HUNTER RESOURCES, INC.
By: ______________________________________________
▇▇▇▇▇ ▇▇▇▇
Senior Vice President and Chief Financial Officer
ADMINISTRATIVE AGENT:
BANKERS TRUST COMPANY
By: ______________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Principal
SYNDICATION AGENT:
CIBC INC.
By: ______________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Authorized Signatory
DOCUMENTATION AGENT AND COLLATERAL AGENT:
PARIBAS
By: ______________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
-and-
By: ______________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
ISSUING BANK:
BANKERS TRUST COMPANY
By: ______________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Principal
BANKS:
BANKERS TRUST COMPANY
By: ______________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Principal
CIBC INC.
By: ______________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Authorized Signatory
PARIBAS
By: ______________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Director
-and-
By: ______________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
TORONTO DOMINION (TEXAS) INC.
By: ______________________________________________
▇▇▇▇▇ FARGO BANK (TEXAS), NATIONAL ASSOCIATION
By: ______________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
ACKNOWLEDGEMENT BY GUARANTORS
Each of the undersigned Guarantors hereby (i) consents to the terms and
conditions of the First Amendment, (ii) confirms and ratifies the terms of the
Second Amended and Restated Subsidiary Guaranty, (iii) acknowledges and agrees
that its consent is not required for the effectiveness of the First Amendment
and (iv) represents and warrants that (a) no Default or Event of Default has
occurred and is continuing, (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 First Amendment.
Executed as of September 11, 1998.
GUARANTORS:
HUNTER GAS GATHERING, INC.
GRUY PETROLEUM MANAGEMENT CO.
MAGNUM HUNTER PRODUCTION, INC.
CONMAG ENERGY CORPORATION
RAMPART PETROLEUM, INC.
By: _______________________________________
▇▇▇▇▇ ▇▇▇▇
Senior Vice President and Chief Financial Officer
