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EXHIBIT 10.3
EIGHTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This Eighth Amendment to Amended and Restated Credit Agreement (this
"Amendment") dated as of March 31, 1999 is among XXXXXXXX ENERGY, INC., a
Delaware corporation (the "Borrower"), the banks named on the signature pages
hereto (together with their respective successors and assigns in such capacity,
the "Banks"), BANKERS TRUST COMPANY, as agent for the Banks (together with its
successors and assigns in such capacity, the "Agent") and UNION BANK OF
CALIFORNIA, N.A., as co-agent for the Banks (together with its successors and
assigns in such capacity, the "Co-Agent").
PRELIMINARY STATEMENT
A. The Borrower and the Bank Group have entered into that certain
Amended and Restated Credit Agreement dated as of August 28, 1997 as amended by
that certain First Amendment to Amended and Restated Credit Agreement dated as
of December 30, 1997, that certain Second Amendment to Amended and Restated
Credit Agreement dated as of January 14, 1998, that certain Third Amendment to
Amended and Restated Credit Agreement dated as of February 26, 1998, that
certain Fourth Amendment to Amended and Restated Credit Agreement dated as of
March 24, 1998, that certain Fifth Amendment to Amended and Restated Credit
Agreement dated as of June 30, 1998, that certain Sixth Amendment to Amended and
Restated Credit Agreement dated as of November 19, 1998 and that certain Seventh
Amendment to Amended and Restated Credit Agreement dated as of March 9, 1999 (as
so amended, the "Credit Agreement").
B. The Borrower has requested that the Bank Group (i) increase the
Borrowing Base in order for the Borrower to pay the interest payment due and
payable on the Senior Unsecured Notes on April 1, 1999 and (ii) waive certain
provisions of the Credit Agreement.
C. Subject to the terms and conditions of this Amendment, the Bank
Group is willing to increase the Borrowing Base for the sole purpose of allowing
the Borrower to make the interest payment of $9,225,000 due and payable on the
Senior Unsecured Notes on April 1, 1999 and to grant certain waivers.
D. In order to accomplish the foregoing, the Borrower and the Bank
Group desire to further amend the Credit Agreement as set forth herein.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties agree as follows:
Section 1. Definitions. Unless otherwise defined in this Amendment,
each capitalized term used in this Amendment has the meaning assigned to such
term in the Credit Agreement.
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Section 2. Amendments. The Credit Agreement is hereby amended as
follows:
a. The second sentence of Section 2.04(a) of the Credit Agreement is
hereby amended in its entirety to read as follows:
"During the period from and after March 31, 1999 until the Borrowing
Base is redetermined in accordance with this Section (or otherwise
automatically reduced under Section 2.04(g)) the amount of the
Borrowing Base shall be $36,000,000."
b. Section 2.04(b) of the Credit Agreement is hereby amended in its
entirety to read as follows:
"(b) The Agent will within thirty (30) days after receipt of
the most recent Reserve Report delivered to the Banks under Section
5.10, and such other data and supplemental information as may from time
to time be reasonably requested by the Agent, but in no event later
than March 15 and September 15 of each year commencing September 15,
1999, redetermine the Borrowing Base based on such Reserve Report. The
Agent will redetermine the Borrowing Base in accordance with its normal
and customary oil and gas lending criteria as such exist at that
particular time taking into account all of the assets and liabilities
of the Borrower and its Subsidiaries. The Agent and each Bank, in their
sole discretion, may make adjustments to the rates, volumes and prices
and other assumptions set forth in the Reserve Reports and such other
data and supplemental information. Each redetermination of the
Borrowing Base must satisfy all of the conditions set forth in Section
2.04(f) and must be approved by all of the Banks. Failure of a Bank to
object to a redetermination within 21 days after notice of such
redetermination is given to such Bank by the Agent shall be deemed an
approval of such redetermination by such Bank."
c. Section 2.04 of the Credit Agreement is hereby amended by adding the
following subsection (g) at the end of Section 2.04:
"(g) In addition to the Borrowing Base redeterminations under
Section 2.04(d), on each Scheduled Loan Paydown Date set forth in
Section 2.07(b) the Borrowing Base then in effect shall be reduced by
an amount equal to the Scheduled Paydown Amount due and payable on such
Scheduled Loan Paydown Date under Section 2.07(b)."
d. Section 2.07 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"Section 2.07. Mandatory Repayment of Loans. (a) The Borrower
shall from time to time repay the Loans comprising part of the same
Borrowing in such amounts as shall be necessary so that at all times
the Credit Outstanding shall not be in excess of the Total Commitment.
Except to the extent that repayment is required solely as a result of a
Borrowing Base Deficiency under Section 2.07(c), any repayment required
by this Section 2.07(a) shall be due and payable on the date such
repayment obligation accrues pursuant to the preceding sentence.
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(b) On each of the dates set forth below (each a "Scheduled
Loan Paydown Date") the Borrower shall repay the Loans comprising part
of the same Borrowing in whole or ratably in part in an amount equal to
the "Scheduled Paydown Amount" set forth opposite such Scheduled Loan
Paydown Date:
Scheduled Loan Scheduled
Paydown Date Paydown Amount
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May 15, 1999 $11,000,000
July 31, 1999 $ 750,000
August 15, 1999 $ 2,500,000
August 31, 1999 $ 750,000
(c) In addition to any other repayments required under
Sections 2.07(a) or 2.07(b) if a Borrowing Base Deficiency exists, the
Borrower shall from time to time either (i) repay the Loans comprising
part of the same Borrowing in whole or ratably in part in an amount
equal to the Borrowing Base Deficiency, or (ii) provide to the Agent
within thirty (30) days after receipt of notice of the existence of a
Borrowing Base Deficiency from the Agent, Security Documents in form
and substance satisfactory to the Agent, granting, confirming, and
perfecting first and prior Liens in favor of the Agent for the benefit
of the Bank Group covering additional Oil and Gas Properties of the
Borrower not evaluated in the most recent Reserve Report delivered to
the Bank Group and acceptable to the Majority Banks, having a Borrowing
Base value at least equal to such Borrowing Base Deficiency (as
determined by the Majority Banks in the same manner as the Borrowing
Base is determined under Section 2.04) or other collateral acceptable
to the Majority Banks. Any repayment required by this Section 2.07(c)
shall be due and payable in six (6) equal monthly installments, each in
an amount equal to one-sixth (1/6th) of the original amount of such
Borrowing Base Deficiency, commencing on the last day of the calendar
month immediately following such redetermination of the Borrowing Base
and continuing on the same day of each subsequent calendar month.
(d) All outstanding Loans shall be fully due and payable on
the Maturity Date, together with any unpaid interest and fees accrued
thereon.
(e) Each repayment of Loans required by this Section 2.07
shall be accompanied by payment of accrued interest to the date of such
payment on the principal amount paid. In the event of any payment of a
Eurodollar Rate Loan, the Borrower shall be obligated to reimburse the
Banks in respect thereof pursuant to Section 2.13. All principal
payments required by this Section 2.07 shall first be applied to Base
Rate Borrowings, and second to Eurodollar Rate Borrowings."
e. Section 2.08(c) of the Credit Agreement is hereby amended in its
entirety to read as follows:
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"(c) Applicable Margin. As used in this Agreement and the
other Loan Documents, "Applicable Margin" means, as to Loans consisting
of a single Borrowing, a rate per annum determined by reference to the
Type of Loans comprising such Borrowing as follows: such rate per annum
shall be two and one-half percent (2 1/2%) for Base Rate Loans, and
three and one-half percent (3 1/2%) for Eurodollar Rate Loans."
f. Section 4.17 is hereby added to the Credit Agreement immediately
following Section 4.16 to read as follows:
"Section 4.17 Year 2000 Compliance. (a) All devices, systems,
machinery, information technology, computer software and hardware, and
other date sensitive technology (jointly and severally the "Systems")
necessary for the Borrower to carry on its business as presently
conducted and as contemplated to be conducted in the future are Year
2000 Compliant or will be Year 2000 Compliant on or before June 30,
1999. For purposes of these provisions, "Year 2000 Compliant" means
that such Systems are designed to be used prior to, during and after
the Gregorian calendar year 2000 A.D. and will operate during each such
time period without error relating to date data, specifically including
any error relating to, or the product of, the data which represents or
references different centuries or more than one century.
(b) The Borrower has either made, or will make, written
inquiry of each of its material purchasers of its oil and gas, and has
obtained, or will obtain on or before June 30, 1999, in writing
confirmations from all such persons, as to whether such persons have
initiated programs to become Year 2000 Compliant and on the basis of
such confirmations Borrower reasonably believes that all such persons
will be or become so compliant. For purposes hereof, "material
purchasers of oil and gas" refers to those purchasers of oil and gas
from the Borrower who individually purchase 10% or more of the
Borrower's production."
g. Section 5.01 of the Credit Agreement is hereby amended by adding the
following subsections (k) and (l) at the end of Section 5.01 to read as follows:
"(k) As soon as available and in any event within thirty (30)
days after the end of each month:
(i) copies of the unaudited consolidated balance
sheet of the Borrower and its Subsidiaries as of the end of
such month, and unaudited consolidated statements of income,
retained earnings and cash flows of the Borrower and its
Subsidiaries for such month and for the portion of the fiscal
year ending with such month, in each case prepared in
accordance with generally accepted accounting principles and
setting forth in comparative form the figures for the
corresponding period of the preceding fiscal year, all in
reasonable detail;
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(ii) a complete summary of the Borrower's accounts
payable outstanding as of the end of such month that shows in
reasonable detail, the age of all such accounts payable;
(iii) a capital budget of the Borrower and its
Subsidiaries detailing the capital expenditures for such month
and for the portion of the fiscal year ending with such month
and the projected capital expenditures for the remainder of
the fiscal year;
(iv) production reports for the Borrower's Oil and
Gas Properties which reports shall include quantities or
volumes of production or gas throughput which accrued to the
Borrower's accounts for such month and such other information
with respect thereto as the Agent may reasonably request; and
(v) a report setting forth the general and
administrative expenses of the Borrower for such month,
including, a detailed list of payroll expenses and such other
information related thereto as the Agent may reasonably
request.
(l) As soon as practicable and in any event within ten (10)
days after entering into any Derivative, a report describing in
reasonable detail, the terms of such Derivative."
h. Section 5.09 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"Section 5.09. Use of Loans. Except as otherwise expressly
provided for in Section 3 of the Eighth Amendment to this Agreement
dated March 31, 1999, the Borrower will use the proceeds of all Loans
made on or after March 31, 1999 to pay a portion of the costs and
expenses of operating, developing and maintaining the existing Oil and
Gas Properties of the Borrower."
i. Section 5.11 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"Section 5.11. Title. Promptly and in any event within 30 days
after written request therefor by the Agent, the Borrower will provide
the Agent with title opinions reasonably satisfactory to the Agent with
respect to the Borrower's Oil and Gas Properties which are included in
the most recent Reserve Report delivered to the Bank Group and for
which title opinions have not been previously delivered so that the
Agent will have acceptable title opinions on at least eighty percent
(80%) of the value of the Borrower's Oil and Gas Properties included in
such Reserve Report. In addition, on or before June 1, 1999, the
Borrower shall provide the Agent with updated title opinions covering
the Borrower's interest in the Xxxx-Xxxxxxxx #1-#5 Xxxxx, Lavaca
County, Texas, the Xxxxxxx X. Xxxxxx #1 Well, Lavaca County, Texas, the
Zalman #1 Well, Lavaca County, Texas, all of the Xxxxx & Xxxxxx and
X.X. Xxxxxxxx Xxxxx, Xxxxxx County, Texas and the X.X. Xxxxxx Xxx Xxxx
#0, Xxxx Xxxxxx, Xxxxx, which confirm the Agent's first priority lien
on the Borrower's interest in the Oil and Gas Properties related to
such xxxxx and units and are otherwise in form and substance
satisfactory to the Agent."
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j. Section 6.01(b) of the Credit Agreement is hereby amended in its
entirety to read as follows:
"(b) Indebtedness of the Borrower with respect to accounts
payable of the Borrower that have been outstanding for more than ninety
(90) days since the due date; provided that such Indebtedness does not
exceed (i) $10,000,000 at any time prior to September 30, 1999, (ii)
$5,000,000 from September 30, 1999 to March 31, 2000 or (iii) $0 at any
time on or after March 31, 2000;"
k. Section 6.04 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"Section 6.04. Interest Coverage Ratio. The Borrower will not
permit the ratio of (a) EBITDA to (b) Interest Expense, measured as of
the last day of any calendar quarter for the twelve month period then
ended, to be less than 1.00 to 1.00 as of the last day of any calendar
quarter ending on or after March 31, 1999."
l. Section 6.05 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"Section 6.05. Current Ratio. (a) The Borrower will not permit
the amount of (i) its consolidated current liabilities, excluding
current maturities of Indebtedness under this Agreement (and, for
purposes of the calendar quarter ending March 31, 1999, but no
subsequent calendar quarter, the interest payment due and payable on
the Senior Unsecured Notes on April 1, 1999) minus (ii) (A) its
consolidated current assets, plus (B) that portion of any unfunded
available Commitments based on the then effective Borrowing Base that
can be borrowed without causing a "Default" or "Event of Default" to
occur under the Indenture, to exceed $7,000,000, at the end of any
calendar quarter through December 31, 1999.
(b) The Borrower will not permit the ratio of (i) its
consolidated current assets, plus that portion of any unfunded
available Commitments based on the then effective Borrowing Base that
can be borrowed without causing a "Default" or "Event of Default" to
occur under the Indenture, to (ii) its consolidated current
liabilities, excluding current maturities of Indebtedness under this
Agreement, at the end of any calendar quarter ending on or after March
31, 2000 to be less than 1.00 to 1.00."
m. Sections 6.09(c) and 6.09(e) of the Credit Agreement are hereby
deleted in their entirety.
n. Section 9.02(a)(iii) of the Credit Agreement is hereby amended in
its entirety to read as follows:
"(iii) each such assignment to an Eligible Assignee who is not
a member of the Bank Group must be approved by the Agent, which
approval shall not be unreasonably withheld."
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o. The following defined terms are hereby added to Annex A to the
Credit Agreement in their appropriate alphabetical order:
""Scheduled Loan Paydown Date" has the meaning specified in
Section 2.07(b).
"Scheduled Paydown Amount" means, with respect to each
Scheduled Loan Paydown Date, the amount of Loans due and payable on
such Scheduled Loan Paydown Date under Section 2.07(b)."
p. The definition of "Majority Banks" set forth in Annex A to the
Credit Agreement is hereby amended in its entirety to read as follows:
""Majority Banks" means at any time (a) the Agent, regardless
of the amounts held and (b) Banks holding at least ninety-five percent
(95%) of the then aggregate unpaid principal amount of the Loans or, if
no Loans are outstanding, Banks having Commitment Percentages in the
aggregate equal to at least ninety-five percent (95%)."
Section 3. Use of Loan Proceeds. Upon the effectiveness of this
Amendment and subject to the other terms of the Credit Agreement, the Borrowing
Base shall be increased by $8,000,000 (the "Borrowing Base Increase"). The
Borrower covenants and agrees that the proceeds of all Loans resulting from the
Borrowing Base Increase shall be applied to pay a portion of the interest
payment of $9,225,000 that is due and payable on the Senior Unsecured Notes on
April 1, 1999. The Borrower further acknowledges and agrees that a breach of
this Section 3 shall constitute an immediate Event of Default under the Credit
Agreement without any notice, grace period or other action by any member of the
Bank Group.
Section 4. Disproportionate Borrowing. Notwithstanding anything to the
contrary in the Credit Agreement, all parties hereto agree as follows: (a) the
Borrowing of $8,000,000 resulting from the Borrowing Base Increase shall be
funded by the following Banks in the following percentages: Bankers Trust
Company (60%) and Union Bank of California, N.A. (40%) (such Borrowing being
referred to herein as the "Disproportionate Borrowing");
(b) The proceeds of the Disproportionate Borrowing shall be sent by
wire transfer by the Agent directly to the trustee of the Senior Unsecured Notes
for the account of the Borrower and applied in accordance with Section 3 above;
(c) As a result of the Disproportionate Borrowing, the term "Commitment
Percentage" as used in the Credit Agreement is hereby amended to mean, as to any
Bank, a percentage determined pursuant to the following formula: (BL/TL) x
100=CP where BL is the aggregate principal amount of outstanding Loans made by
such Bank, TL is the aggregate principal amount of outstanding Loans made by all
of the Banks (including, in each case, the Disproportionate Borrowing) and CP is
such percentage. By way of example, after giving effect to the Disproportionate
Borrowing, the Commitment Percentage of each Bank shall be as follows: Bankers
Trust Company (42.5%),Union Bank of California, N.A. (28.3334%), Den Norske Bank
ASA (19.4444%) and Xxxxx Fargo Bank (Texas), N.A. (9.7222%).
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Section 5. Limitation on Types of Loans. Notwithstanding anything to
the contrary in the Credit Agreement, on or after March 31, 1999, each Loan made
under the Credit Agreement shall be made as a Base Rate Loan as part of a single
Base Rate Borrowing and the Borrower shall not be entitled to request any
Eurodollar Rate Borrowing or convert any Loan into a Eurodollar Rate Loan on or
after such date nor shall any Bank be obligated to fund any Eurodollar Rate Loan
on or after such date. In addition, notwithstanding anything to the contrary in
the Credit Agreement, on the last day of the Interest Period of each existing
Eurodollar Rate Loan under the Credit Agreement such Eurodollar Rate Loan shall
be automatically converted into a Base Rate Loan. Upon the conversion of all
Eurodollar Rate Loans to Base Rate Loans in accordance with this Section 4, all
references to Eurodollar Rate Loans and Eurodollar Rate Borrowings in the Credit
Agreement shall have no further force and effect.
Section 6. Limited Waiver of Credit Agreement. The Bank Group hereby
waives (a) compliance by the Borrower with Sections 6.04 and 6.05 of the Credit
Agreement for the calendar quarter ending December 31, 1998, (b) compliance by
the Borrower with Section 6.06 of the Credit Agreement through the calendar
quarter ending December 31, 1999, and (c) compliance with Section 6.01 of the
Credit Agreement for the period prior to the date of this Amendment with respect
to accounts payable of the Borrower that have been outstanding for more than
ninety (90) days since the due date, and (d) compliance by the Borrower with
Section 6.09 of the Credit Agreement with respect to the Borrower's capital
contribution to Xxxxxxxx Redeco in the amount of $6,500,000 that occurred during
the period from August 28, 1997 through March 31, 1999. The foregoing waivers
are limited to the above described matters and time periods and shall not be
construed as a waiver of any provision of the Credit Agreement with respect to
any other matter or as a waiver of any other Default or Event of Default under
the Credit Agreement. The Bank Group reserves the right to exercise any rights
or remedies with respect to any other such current or future Default or Event of
Default under the Credit Agreement.
Section 7. Borrowing Base Increase. THE BORROWING BASE INCREASE SET
FORTH HEREIN SHALL NOT (A) ESTABLISH A COURSE OF DEALING BETWEEN THE BORROWER
AND THE BANK GROUP, (B) BE CONSIDERED A NORMAL AND CUSTOMARY PRACTICE BY ANY
MEMBER OF THE BANK GROUP, (C) OBLIGATE ANY BANK TO INCREASE THE BORROWING BASE
IN THE FUTURE FOR ANY PURPOSE (INCLUDING, WITHOUT LIMITATION, FUNDING PAYMENTS
IN RESPECT OF THE SENIOR UNSECURED NOTES), OR (D) WAIVE OR OTHERWISE AFFECT THE
BANK GROUP'S RIGHT TO REDETERMINE THE BORROWING BASE IN THE FUTURE IN ACCORDANCE
WITH THE TERMS OF THE CREDIT AGREEMENT. THE BORROWER FURTHER ACKNOWLEDGES THAT
THE BORROWING BASE INCREASE IS AN ACCOMMODATION TO THE BORROWER, MADE AT ITS
REQUEST, AND THAT NO SIMILAR ACCOMMODATION IS PRESENTLY CONTEMPLATED OR CAN BE
EXPECTED IN THE FUTURE.
Section 8. Ratification. The Borrower hereby ratifies and confirms all
of the Obligations under the Credit Agreement (as amended hereby) and the other
Loan Documents. All references in the Loan Documents to the "Credit Agreement"
shall mean the Credit Agreement as amended hereby and as the same may be
amended, supplemented, restated or otherwise modified and in effect from time to
time in the future.
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Section 9. Additional Covenants. (a) On or before May 1, 1999, the
Borrower shall establish a lockbox arrangement with the Agent or any other Bank
and take all steps reasonably necessary to cause all of the proceeds payable to
the Borrower with respect to its Hydrocarbon production to be deposited in such
lockbox. The terms of such lockbox arrangement, including, without limitation,
the application and disbursement of funds from such lockbox shall be
satisfactory to the Agent in its sole discretion; provided, however that so long
as no Event of Default exists the Borrower shall have the right to have such
proceeds deposited into an operating account at the Bank where the lockbox is
maintained and the right to use such proceeds for its general corporate
purposes.
(b) On or before May 1, 1999, the Borrower shall deliver to the Agent a
complete list of all Persons (with their addresses, phone numbers and telecopy
numbers) disbursing proceeds to the Borrower with respect to Hydrocarbons
produced from its Oil and Gas Properties, together with undated letters-in-lieu
of transfer orders executed by the Borrower, in form and substance satisfactory
to the Agent and in such number of counterparts as may be reasonably requested
by the Agent. In addition, on the first day of each month beginning June 1, 1999
the Borrower shall deliver to the Agent an updated complete list of all Persons
(with their addresses, phone numbers and telecopy numbers) disbursing proceeds
to the Borrower with respect to Hydrocarbons produced from its Oil and Gas
Properties.
(c) On or before April 15, 1999, the Borrower shall deliver to the
Agent a report or certificate prepared by the Borrower's insurance agent listing
all insurance policies and programs then in effect with respect to the
properties and businesses of the Borrower and each of its Subsidiaries,
specifying for each such policy and program, (i) the amount thereof, (ii) the
risks insured against thereby, (iii) the name of the insurer and each insured
party thereunder and (iv) the policy or other identification number thereof and
confirming compliance with Section 5.04 of the Credit Agreement.
(d) The Borrower acknowledges and agrees that a breach of any of the
covenants set forth in this Section 9 shall constitute an immediate Event of
Default under the Credit Agreement without any notice, grace period or other
action by any member of the Bank Group.
Section 10. Effectiveness. This Amendment shall become effective in
accordance with the terms of the Credit Agreement, subject, however, to the
condition precedent that the Agent shall have received written certification
from the chief financial officer of the Borrower that the Borrower has sent by
wire transfer to the trustee of the Senior Unsecured Notes that portion of the
April 1, 1999 interest payment on the Senior Unsecured Notes that is not being
funded by the Disproportionate Borrowing.
Section 11. Amendment Fee. The Borrower hereby agrees to pay each Bank
an amendment fee in an amount equal to such Bank's Commitment Percentage of
$720,000, which amendment fee shall be due and payable to each Bank on the
earlier of (a) May 15, 1999, (b) the closing of the acquisition of Oil and Gas
Properties by the Borrower from Pioneer Natural Resources USA, Inc. as
contemplated under that certain Purchase and Sale Agreement dated September 4,
1998 (as amended from time to time), or (c) the Obligations owing to such Bank
shall have been paid in full or refinanced.
Section 12. Representations and Warranties. The Borrower hereby
represents and warrants to the Bank Group that (a) the execution, delivery and
performance of this Amendment has been duly authorized by all requisite
corporate action on the part of the Borrower, (b) each of the Credit
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Agreement (as amended hereby) and the other Loan Documents to which it is a
party constitutes a valid and legally binding agreement enforceable against the
Borrower in accordance with its terms except, as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws relating to or affecting the enforcement of
creditors' rights generally and by general principles of equity, (c) the
representations and warranties by the Borrower contained in the Credit Agreement
as amended hereby and in the other Loan Documents are true and correct on and as
of the date hereof in all material respects as though made as of the date
hereof, (d) no Default or Event of Default exists under the Credit Agreement (as
amended hereby) or any of the other Loan Documents.
Section 13. Choice of Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
Section 14. Final Agreement. THE CREDIT AGREEMENT (AS AMENDED HEREBY)
AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE
PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by its officers thereunto duly authorized as of the date first above
written.
XXXXXXXX ENERGY, INC.
By: /s/
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Name:
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Title:
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BANKERS TRUST COMPANY,
as Agent and Bank
By: /s/
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Name:
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Title:
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UNION BANK OF CALIFORNIA, N.A.,
as Co-Agent and Bank
By: /s/
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Name:
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Title:
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By: /s/
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Name:
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Title:
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DEN NORSKE BANK ASA,
as Bank
By: /s/
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Name:
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Title:
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By: /s/
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Name:
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Title:
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XXXXX FARGO BANK (TEXAS), N.A.,
as Bank
By: /s/
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Name:
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Title:
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