AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of October 15, 1999 to the Amended and Restated
Credit Agreement dated as of June 8, 1999 (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, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Resetting of the Availability Limit and the Debt Limit.
(a) The definition of "Availability Limit" set forth in Section 1.01 of the
Credit Agreement is amended by 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)
$90,000,000. 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.
(b) Effective on and as of the date hereof, the "Debt Limit", as
determined in accordance with subsection (b) of Section 4.17 of the Credit
Agreement, shall be $90,000,000.
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(c) (i) On or prior to November 19, 1999, the Borrowers shall provide
to the Banks such information as the Required Banks may reasonably request in
order to redetermine the Debt Limit.
(ii) Reasonably promptly after receipt of the information
delivered pursuant to clause (i) above, Banks having at least 70% of
the aggregate amount of the Commitments shall have the option to
redetermine the Debt Limit and the Agent shall notify the Borrowers of
any such redetermination, upon which notice such new Debt Limit (the
"New Debt Limit") shall become immediately effective and binding on all
parties to the Credit Agreement and shall be the Debt Limit thereunder,
until further determinations thereof in accordance with Section 4.17(c)
of the Credit Agreement. The redetermination of the Debt Limit pursuant
to this Section shall not affect the ability of the Borrowers to
request an additional such redetermination pursuant to Section
4.17(c)(iv) of the Credit Agreement in accordance with, and subject to
the terms of, such Section.
(iii) If upon the effectiveness of the New Debt Limit, the
aggregate unpaid principal amount of the Debt of the Borrowers exceeds
the New Debt Limit, then:
(A) the Borrowers shall take one of the actions contemplated
by clauses (i), (ii) and (iii) of Section 2.10 of the Credit
Agreement within three (3) months from the date the Borrowers
receive notice from the Agent of the New Debt Limit, and the
Banks hereby waive the requirement under such Section that the
Borrowers take one such action within thirty (30) days from
the earlier of the Agent's notification to the Borrowers of
such excess or the Borrowers otherwise becoming aware of such
excess and subject to clause (iv) any Default or Event of
Default arising under Section 5.01(a) of the Credit Agreement
solely as a result of the failure by any Borrower to so
comply; and
(B) from and including the date of effectiveness of
the New Debt Limit to but excluding the date on which the
Borrowers take one of the actions required by clause (A)
above, the Euro-Dollar Margin shall be equal to 2.50%, the
Base Rate Margin shall be equal to 1.50% and the CD Margin
shall be equal to 2.625%.
(iv) Failure by the Borrowers to comply with the provisions of
clause (iii) shall constitute an "Event of Default" under the Credit
Agreement and shall entitle the Agent, the Collateral Agent and the
Banks
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to exercise all rights and remedies available under the Financing
Documents upon the occurrence of an Event of Default.
SECTION 3. Change in Pricing. The definition of "Level III Status" set
forth in Section 1.01 of the Credit Agreement is amended by to read in its
entirety as follows:
"Level III Status" exists on any date if on such date (i) the aggregate
outstanding principal amount of the Loans is less than 90% of the Debt Limit and
(ii) neither Level I Status nor Level II Status exists on such date.
SECTION 4. Change in Amortization Schedule. The first sentence of
Section 2.02 of the Credit Agreement is amended to read in its entirety as
follows:
Pursuant to Section 2.11, the Borrowers will repay the principal amount
outstanding on each Note in seven (7) equal quarterly installments, commencing
on the Term Date and thereafter on the last day of each consecutive 3 month
period.
SECTION 5. 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.
SECTION 6. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. 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 8. Effectiveness. This Amendment shall become effective as of
the date hereof on the date on which the Agent shall have received from the
Borrowers and the 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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