Exhibit 4.5
THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement (this "Third Amendment"), dated as
of October ___, 2003, is by and among XXXXXXX OIL AND GAS CORPORATION, formerly
known as Xxxxxxx Petroleum Corporation, a Delaware corporation ("Borrower"),
BANK ONE, NA, a national banking association, as Administrative Agent
("Administrative Agent"), and each of the financial institutions a party hereto
as Banks (hereinafter collectively referred to as "Banks," and individually, a
"Bank").
W I T N E S S E T H:
WHEREAS, Borrower, Administrative Agent and Banks are parties to that
certain Credit Agreement dated as of December 20, 2002 (as amended, the "Credit
Agreement") (unless otherwise defined herein, all terms used herein with their
initial letter capitalized shall have the meaning given such terms in the Credit
Agreement, as amended hereby); and
WHEREAS, Borrower has advised Banks that AER may dispose of its stock in
Borrower (a) in transactions which may include (1) a sale of all or a portion of
the shares of common stock of Borrower in a private transaction to the
Designated Shareholders (the "Borrower Private Sale"), and/or (2) a sale of all
or a portion of the shares of common stock by Borrower in a Qualified Public
Offering (the "Borrower IPO"), or (b) pursuant to the terms of a Master
Separation Agreement (the "MSA") which may be entered into among Borrower,
Alliant and AER prior to the completion of a Qualified Public Offering, pursuant
to which AER would transfer and convey all of the outstanding Equity of Borrower
to Xxxxxxx Petroleum Corporation, formerly known as Xxxxxxx Petroleum Holdings,
Inc., a Delaware corporation ("WPC"), in exchange and as consideration for
one-hundred percent (100%) of the common stock of WPC and other property and
assets (the "Share Exchange"), which Share Exchange would result in (i) Borrower
becoming a wholly-owned Subsidiary of WPC, and (ii) WPC becoming a wholly-owned
Subsidiary of AER; and
WHEREAS, Borrower has further advised Banks that, in the event that the MSA
is executed and the Share Exchange occurs, AER may dispose of its stock in WPC
in transactions which may include (a) a sale of all or a portion of the shares
of common stock of WPC in a private transaction to the Designated Shareholders
(the "WPC Private Sale" and, together with the Borrower Private Sale,
collectively, the "Private Sales" and, each individually, a "Private Sale"),
and/or (b) a sale of all or a portion of the shares of common stock of WPC to
the public pursuant to a Qualified Public Offering (the "WPC IPO" and, together
with the Borrower IPO, collectively, the "IPOs" and, each individually, an
"IPO"); and
WHEREAS, Borrower has further advised Banks that (a) Xxxxxxx Petroleum
Corporation, a Delaware corporation, and the "Borrower" under and as defined in
the Credit Agreement as in effect immediately prior to the effective date
hereof, has changed its name to "Xxxxxxx Oil and Gas Corporation" (the "Borrower
Name Change"), and (b) Xxxxxxx Petroleum Holdings, Inc., a Delaware corporation,
has changed its name to "Xxxxxxx Petroleum Corporation" (the "WPC Name Change"
and, together with the Borrower Name Change,
collectively, the "Name Changes" and, together with the Share Exchange, any
Private Sale and any IPO, collectively, the "Subject Transactions"); and
WHEREAS, the Subject Transactions are prohibited by certain provisions of
the Credit Agreement as in effect on the date hereof; and
WHEREAS, Borrower has requested that the Credit Agreement be amended in
certain respects to permit the Subject Transactions; and
WHEREAS, the parties desire to reaffirm and establish a Borrowing Base of
$210,000,000 to be effective as of November 1, 2003 and continuing until the
next Redetermination thereafter; and
WHEREAS, subject to and upon the terms and conditions set forth herein,
Banks have agreed to Borrower's requests.
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed,
Borrower, Administrative Agent and each Bank hereby agree as follows:
SECTION 1. Amendments. In reliance on the representations, warranties,
covenants and agreements contained in this Third Amendment, and subject to the
satisfaction of each condition precedent set forth in Section 3 hereof, the
Credit Agreement is hereby amended effective as of the date hereof in the manner
provided in this Section 1.
1.1. Amendment to Definitions. The definitions of "Borrower," "Change of
Control," "Credit Parties," "Designated Shareholders," "Equity Investment,"
"Facility Guaranty," "Loan Papers," "Qualified Public Offering" and "Restricted
Payment" contained in Section 1.1 of the Credit Agreement shall be amended to
read in full as follows:
"Borrower" means (a) prior to August 25, 2003 (the effective date of
the Borrower Name Change (as defined in the Third Amendment)), Xxxxxxx
Petroleum Corporation, a Delaware corporation, and (b) from and after
August 25, 2003, Xxxxxxx Oil and Gas Corporation, a Delaware corporation.
"Change of Control" means that, for any reason (a) at any time prior
to the completion of a Qualified Public Offering or an Equity Investment,
Borrower and, to the extent the Share Exchange has occurred, WPC shall
cease to be wholly-owned direct or indirect Subsidiaries of Alliant, (b) at
any time prior to the completion of a Qualified Public Offering but after
the completion of an Equity Investment, Alliant shall cease to hold,
directly or indirectly, at least fifty one percent (51%) of the total
voting power of all classes of capital stock then outstanding of each of
Borrower and, to the extent the Share Exchange has occurred, WPC entitled
(without regard to the occurrence of any contingency) to vote in elections
of directors of each of Borrower and WPC, respectively, (c) at any time
prior to the completion of an Equity Investment but after the completion of
a Qualified Public Offering, any Person or group (as defined in Section
13(d)(3) or 14(d)(2) of the Exchange Act) other than Alliant shall become
(i) the direct or indirect
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beneficial owner (as defined in Section 13(d)(3) of the Exchange Act) of
greater than forty-nine percent (49%) of the total voting power of all
classes of capital stock then outstanding of either of WPC or Borrower
entitled (without regard to the occurrence of any contingency) to vote in
elections of directors of either of WPC or Borrower, respectively, and (ii)
the largest shareholder of the total voting power of all classes of capital
stock then outstanding of either of WPC or Borrower entitled (without
regard to the occurrence of any contingency) to vote in elections of
directors of either of WPC or Borrower, respectively, and (d) at any time
after the completion of a Qualified Public Offering and an Equity
Investment, any Person or group (as defined in Section 13(d)(3) or 14(d)(2)
of the Exchange Act) other than the Designated Shareholders shall become
(i) the direct or indirect beneficial owner (as defined in Section 13(d)(3)
of the Exchange Act) of greater than forty-nine percent (49%) of the total
voting power of all classes of capital stock then outstanding of either of
WPC or Borrower entitled (without regard to the occurrence of any
contingency) to vote in elections of directors of either of WPC or
Borrower, respectively, and (ii) the largest shareholder of the total
voting power of all classes of capital stock then outstanding of either of
WPC or Borrower entitled (without regard to the occurrence of any
contingency) to vote in elections of directors of either of WPC or
Borrower, respectively.
"Credit Parties" means, collectively, Borrower and each Restricted
Subsidiary, and, from and after the execution by WPC of a Facility Guaranty
as provided in Section 4.2 of the Third Amendment, WPC, and "Credit Party"
means any one of the foregoing.
"Designated Shareholders" means shareholders of WPC or Borrower, as
the case may be, other than Alliant or AER, which are designated by WPC or
Borrower, as the case may be, and approved by Required Banks, as
"Designated Shareholders" pursuant to a written designation and notice
executed and delivered by WPC or Borrower, as the case may be, to, and
acknowledged by, Administrative Agent (on behalf of Required Banks).
"Equity Investment" means either the Borrower Equity Investment or the
WPC Equity Investment.
"Facility Guaranty" means a Guaranty substantially in the form of
Exhibit A attached hereto to be executed by (a) each Restricted Subsidiary
of Borrower in favor of Banks and (b) as provided in Section 4.2 of the
Third Amendment, WPC in favor of Banks, pursuant to which WPC or such
Restricted Subsidiary of Borrower guarantees payment and performance in
full of the Obligations.
"Loan Papers" means this Agreement, the First Amendment, the Second
Amendment, the Third Amendment, the Notes, each Facility Guaranty which may
now or hereafter be executed, each Borrower Pledge Agreement which may now
or hereafter be executed, each Subsidiary Pledge Agreement which may now or
hereafter be executed, all Mortgages now or at any time hereafter delivered
pursuant to Section 5.1, all Letters of Credit and all other certificates,
documents or instruments delivered in connection with this Agreement, as
the foregoing may be amended from time to time.
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"Qualified Public Offering" means the first underwritten public
offering pursuant to an effective registration statement under the
Securities Act of 1933, as amended, covering the offering and sale of the
common stock of Borrower or WPC, as the case may be.
"Restricted Payment" means, with respect to any Person, (a) any
Distribution by such Person, (b) any capital contribution, loan or advance
by any Credit Party to any Unrestricted Subsidiary, (c) the issuance of a
Guarantee by any Credit Party with respect to any Debt or other obligation
of Parent, WPC, Alliant, AER or any Unrestricted Subsidiary, or (d) the
retirement, redemption, defeasance, repurchase or prepayment prior to
scheduled maturity by such Person or any Affiliate of such Person of any
Debt of such Person.
1.2. Additional Definitions. Section 1.1 of the Credit Agreement shall be
amended to add the following definitions to such Section:
"Borrower Equity Investment" means the purchase by the Designated
Shareholders of all or a portion of the common stock of Borrower, with the
proceeds of such purchase being distributed to Alliant, AER or Borrower to
be applied, in the case of proceeds distributed to Borrower, towards the
purchase of oil and gas properties.
"WPC" means (a) prior to August 25, 2003 (the effective date of the
WPC Name Change (as defined in the Third Amendment)), Xxxxxxx Petroleum
Holdings, Inc., a Delaware corporation, and (b) from and after August 25,
2003, Xxxxxxx Petroleum Corporation, a Delaware corporation.
"WPC Equity Investment" means the purchase by the Designated
Shareholders of all or a portion of the common stock of WPC, with the
proceeds of such purchase being distributed to Alliant, AER or Borrower to
be applied, in the case of proceeds distributed to Borrower, towards the
purchase of oil and gas properties.
"Share Exchange" has the meaning set forth in the Third Amendment.
"Third Amendment" means that certain Third Amendment to Credit
Agreement dated as of October ___, 2003, among Borrower, Administrative
Agent and Banks.
1.3. Amendment to Organizational Representation. Section 7.13 of the Credit
Agreement shall be amended to read in full as follows:
"Section 7.13 Organizational Structure; Nature of Business. As of the
Closing Date and the date of the Third Amendment, (a) AER owns one hundred
percent (100%) of the issued and outstanding Equity of Borrower, and (b)
Borrower has no direct, wholly-owned Subsidiaries other than Xxxxxxx-Xxxxxx
Gas, WOK and Xxxxxxx Programs. Xxxxxxx Programs is the general partner of
various partnerships that own oil and gas properties that are not Borrowing
Base Properties. Borrower also owns, directly and partially indirectly
through Xxxxxxx Programs, one hundred percent (100%) of the Equity in
Xxxxxxx Institutional, which has assets of not greater than $2,000,000, and
which assets are not included in the Borrowing Base. Borrower is engaged
only in the
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business of acquiring, exploring, developing and operating Mineral
Interests and the production, processing and marketing of Hydrocarbons
therefrom. Schedule 7.13 attached hereto accurately reflects (i) the
jurisdiction of incorporation or organization of WPC and each Credit Party,
(ii) each jurisdiction in which WPC and each Credit Party is qualified to
transact business as a foreign corporation, foreign partnership or foreign
limited liability company, (iii) the authorized, issued and outstanding
Equity of WPC and each Credit Party (and the record and beneficial owners
of such Equity interests), and (iv) all outstanding warrants, options,
subscription rights, convertible securities or other rights to purchase
Equity of each Credit Party. Upon consummation (as applicable) of the Share
Exchange, WPC will be a holding company owning one hundred percent (100%)
of the issued and outstanding common Equity of Borrower. Promptly following
the completion of an Equity Investment, the Share Exchange and/or a
Qualified Public Offering, Borrower shall prepare and deliver to
Administrative Agent, as applicable, an amended Schedule 7.13 reflecting
changes resulting from the consummation of such transaction."
1.4. Amendment to Business Covenant. Section 8.2 of the Credit Agreement
shall be amended to read in full as follows:
"Section 8.2 Business of Credit Parties. The sole business of (a) WPC
following the Share Exchange (as applicable) will be (and will continue to
be) that of a holding company owning one-hundred percent (100%) of the
issued and outstanding Equity of Borrower, and (b) the other Credit Parties
will be (and will continue to be) the acquisition, exploration, development
and operation of Mineral Interests and the production, processing and
marketing of Hydrocarbons therefrom."
1.5. Amendment to Asset Disposition Covenant. The last sentence of Section
9.5 of the Credit Agreement shall be amended to read in full as follows:
"Except in connection with an Equity Investment, a Qualified Public
Offering, or the Share Exchange, in no event will Borrower sell, transfer
or dispose of any Equity in any Subsidiary nor will any Credit Party (other
than WPC) issue or sell any Equity or any option, warrant or other right to
acquire such Equity or security convertible into such Equity to any Person
other than the Credit Party which is the direct parent of such issuer on
the Closing Date."
1.6. Amendment to Organizational Documents Covenant. Section 9.6 of the
Credit Agreement shall be amended to read in full as follows:
"Section 9.6 Amendments to Organizational Documents; Other Material
Agreements. Borrower will not, nor will Borrower permit any other Credit Party
to, enter into or permit any modification or amendment of, or waive any material
right or obligation of any Person under, its certificate or articles of
incorporation, bylaws, partnership agreement, regulations or other
organizational documents other than amendments, modifications and waivers (a) in
connection with an Equity Investment, a Qualified Public Offering or the Share
Exchange, or (b) which will not, individually or in the aggregate, have a
Material Adverse Effect."
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1.7. Schedule 7.13. Schedule 7.13 to the Credit Agreement is hereby amended
and restated in its entirety in the form of Schedule 7.13 attached to this Third
Amendment.
SECTION 2. Borrowing Base. Effective as of November 1, 2003, the Borrowing
Base shall be reaffirmed at $210,000,000 and shall remain at $210,000,000 until
the next Redetermination thereafter. Borrower and Banks agree that the
Redetermination provided for in this Section 2 shall not be construed or deemed
to be a Special Redetermination for purposes of Section 4.3 of the Credit
Agreement.
SECTION 3. Conditions Precedent. The effectiveness of the amendments to the
Credit Agreement contained in Section 1 hereof is subject to the satisfaction of
each condition precedent set forth in this Section 3:
3.1. Charter Documents. Borrower shall have delivered to Administrative
Agent (a) the certificate of incorporation of Borrower and WPC, in each case as
amended to date and certified as of a recent date by the Secretary of State of
Delaware, (b) the bylaws of Borrower and WPC, in each case as amended to date
and certified as accurate and complete by an Authorized Officer of Borrower and
WPC, respectively and (c) all material agreements and other documents evidencing
the Name Changes.
3.2. Collateral Documents. Borrower shall have executed and delivered to
Administrative Agent such new Notes, amendments to the Mortgages and other
documents, instruments and agreements as Administrative Agent deems necessary or
advisable in order to grant to Administrative Agent, for the benefit of Banks,
or to continue perfection of the Liens previously granted to Administrative
Agent, for the benefit of Banks, a perfected first priority Lien in all
Borrowing Base Properties.
3.3. Legal Opinion. Borrower shall have delivered to Administrative Agent
and each Bank a legal opinion of Xxxxxxx Xxxxxxxx Xxxx & Xxxxxx, special counsel
to Borrower and WPC, favorably opining as to (a) the due authorization,
execution and delivery of this Third Amendment and the other Loan Papers
executed in connection herewith by Borrower, (b) the enforceability of this
Third Amendment and each other Loan Paper executed in connection herewith, (c)
the organization, existence and good standing of Borrower and WPC, and (d) such
other matters related to the execution of this Third Amendment and the other
Loan Papers executed in connection herewith as Administrative Agent shall
require, and otherwise in form and substance satisfactory to Administrative
Agent and Banks.
3.4. Officer's Certificates. Borrower shall have delivered to
Administrative Agent such certificates of Authorized Officers of Borrower,
certificates of Governmental Authorities, certified copies of resolutions of the
Board of Directors of Borrower and such other documents, instruments and
agreements as Administrative Agent shall require to evidence the valid corporate
existence and authority to conduct business of Borrower, and the authorization,
execution and delivery of this Third Amendment and the other Loan Papers
executed in connection herewith, all in form and substance satisfactory to
Administrative Agent and its counsel.
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3.5. Other Documentation. Administrative Agent shall have received such
other documents, instruments and agreements as it or any Bank may reasonably
request, all in form and substance reasonably satisfactory to Administrative
Agent and Banks.
3.6. Insurance. Certificates of insurance coverage evidencing that Borrower
is carrying insurance required by Section 8.6 of the Credit Agreement.
3.7. Fees and Expenses. Borrower shall have paid all fees and expenses
incurred by Administrative Agent in connection with the preparation, negotiation
and execution of this Third Amendment, including, without limitation, all fees
and expenses of Xxxxxx & Xxxxxx L.L.P., counsel to Administrative Agent.
3.8. No Defaults. After giving effect to the amendments contained in
Section 1 hereof, no Default or Event of Default shall exist.
SECTION 4. Additional Covenants. Borrower hereby covenants and agrees as
follows:
4.1. MSA. Upon the execution (as applicable) of the MSA, Borrower shall
deliver to Administrative Agent (a) a fully executed and complete copy of the
MSA (together with all amendments thereto) accompanied by a certificate executed
by an Authorized Officer of Borrower certifying that such copy is accurate and
complete and represents the complete understanding and agreement of the parties
thereto, and (b) all material agreements and other documents executed in
connection with the MSA and/or evidencing the Share Exchange. The MSA (and the
exhibits thereto) shall be substantially in the form of Exhibit B hereto, and
the agreements and documents described in clause (b) of this Section 4.1 shall
be in form and substance reasonably satisfactory to Banks. No material deviation
or alteration of the executed MSA from the form of MSA (and the exhibits
thereto) attached hereto as Exhibit B may be made without the prior written
consent of Banks.
4.2. WPC Documents. Upon the execution (as applicable) of the MSA, Borrower
shall, or shall cause WPC to, deliver to Administrative Agent a Facility
Guaranty duly executed and delivered by WPC.
SECTION 5. Representations and Warranties of Borrower. To induce Banks and
Administrative Agent to enter into this Third Amendment, Borrower hereby
represents and warrants to Banks and Administrative Agent as follows:
5.1. Due Authorization; No Conflict. The execution, delivery and
performance by Borrower of this Third Amendment and the other Loan Papers
executed in connection herewith are within Borrower's corporate powers, have
been duly authorized by all necessary action, require no action by or in respect
of, or filing with, any governmental body, agency or official and do not violate
or constitute a default under any provision of applicable law or any Material
Agreement binding upon Borrower or result in the creation or imposition of any
Lien upon any of the assets of Borrower except Permitted Encumbrances.
5.2. Validity and Enforceability. This Third Amendment and the other Loan
Papers executed in connection herewith constitute the valid and binding
obligation of Borrower
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enforceable in accordance with its terms, except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditor's rights generally, and (ii) the availability of equitable remedies may
be limited by equitable principles of general application.
5.3. Accuracy of Representations and Warranties. Each representation and
warranty of each Credit Party contained in the Loan Papers is true and correct
in all material respects as of the date hereof (except to the extent such
representations and warranties are expressly made as of a particular date, in
which event such representations and warranties were true and correct as of such
date).
5.4. Absence of Defaults. After giving effect to the amendments contained
in Section 1 hereof, no Default or Event of Default has occurred which is
continuing.
5.5. No Defense. Borrower has no defense to payment of, or any counterclaim
or rights of set-off with respect to, all or any portion of the Obligations.
SECTION 6. Miscellaneous.
6.1. Reaffirmation of Loan Papers. Any and all of the terms and provisions
of the Credit Agreement and the Loan Papers shall, except as amended and
modified hereby, remain in full force and effect, and are hereby ratified and
confirmed. The amendments contemplated hereby shall not limit or impair any
Liens securing the Obligations, each of which are hereby ratified, affirmed and
extended to secure the Obligations.
6.2. Confirmation of Loan Papers and Liens. As a material inducement to
Banks to make the agreements and grant the consents, waivers and amendments set
forth herein, Borrower hereby (a) acknowledges and confirms the continuing
existence, validity and effectiveness of the Loan Papers and the Liens granted
thereunder, (b) agrees that the execution, delivery and performance of this
Third Amendment and the consummation of the transaction contemplated hereby
(including, without limitation, the Subject Transactions) shall not in any way
release, diminish, impair, reduce or otherwise adversely affect such Loan Papers
and Liens, and (c) acknowledges and agrees that the Liens granted under the Loan
Papers secure, and after the consummation of the transactions contemplated
hereby (including, without limitation, the Subject Transactions) will continue
to secure, the payment and performance of the Obligations as first priority
perfected Liens.
6.3. Parties in Interest. All of the terms and provisions of this Third
Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
6.4. Legal Expenses. Borrower hereby agrees to pay on demand all reasonable
fees and expenses of counsel to Administrative Agent incurred by Administrative
Agent in connection with the preparation, negotiation and execution of this
Third Amendment.
6.5. Counterparts. This Third Amendment may be executed in counterparts,
and all parties need not execute the same counterpart; however, no party shall
be bound by this Third Amendment until Borrower and Required Banks have executed
a counterpart. Facsimiles shall be effective as originals.
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6.6. Complete Agreement. THIS THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE
OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.
6.7. Headings. The headings, captions and arrangements used in this Third
Amendment are, unless specified otherwise, for convenience only and shall not be
deemed to limit, amplify or modify the terms of this Third Amendment, nor affect
the meaning thereof.
6.8. Effectiveness. This Third Amendment shall be effective automatically
and without necessity of any further action by Borrower, Administrative Agent or
Banks when counterparts hereof have been executed by Borrower, Administrative
Agent and Required Banks, and all conditions to the effectiveness hereof set
forth herein and in the Credit Agreement have been satisfied (including, without
limitation, all conditions precedent set forth in Section 3 hereof).
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
be duly executed by their respective Authorized Officers on the date and year
first above written.
[Signature pages to follow]
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SIGNATURE PAGE TO
THIRD AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
XXXXXXX OIL AND GAS CORPORATION, AS BORROWER,
BANK ONE, NA, AS ADMINISTRATIVE AGENT
AND THE BANKS PARTY THERETO
BORROWER:
XXXXXXX OIL AND GAS CORPORATION, a
Delaware corporation
By:
--------------------------------
Name:
------------------------------
Title:
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ACKNOWLEDGED AND AGREED TO BY:
XXXXXXX PETROLEUM CORPORATION, a
Delaware corporation
By:
--------------------------------
Name:
------------------------------
Title:
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[Signature Page]
SIGNATURE PAGE TO
THIRD AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
XXXXXXX OIL AND GAS CORPORATION, AS BORROWER,
BANK ONE, NA, AS ADMINISTRATIVE AGENT
AND THE BANKS PARTY THERETO
ADMINISTRATIVE AGENT:
BANK ONE, NA
-----------------------------------
J. Xxxxx Xxxxxx,
Director, Capital Markets
BANKS:
BANK ONE, NA
-----------------------------------
J. Xxxxx Xxxxxx,
Director, Capital Markets
[Signature Page]
SIGNATURE PAGE TO
THIRD AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
XXXXXXX OIL AND GAS CORPORATION, AS BORROWER,
BANK ONE, NA, AS ADMINISTRATIVE AGENT
AND THE BANKS PARTY THERETO
WACHOVIA BANK, NATIONAL
ASSOCIATION
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
[Signature Page]
SIGNATURE PAGE TO
THIRD AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
XXXXXXX OIL AND GAS CORPORATION, AS BORROWER,
BANK ONE, NA, AS ADMINISTRATIVE AGENT
AND THE BANKS PARTY THERETO
U.S. BANK NATIONAL ASSOCIATION
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
[Signature Page]
SIGNATURE PAGE TO
THIRD AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
XXXXXXX OIL AND GAS CORPORATION, AS BORROWER,
BANK ONE, NA, AS ADMINISTRATIVE AGENT
AND THE BANKS PARTY THERETO
UNION BANK OF CALIFORNIA
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
[Signature Page]
SIGNATURE PAGE TO
THIRD AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
XXXXXXX OIL AND GAS CORPORATION, AS BORROWER,
BANK ONE, NA, AS ADMINISTRATIVE AGENT
AND THE BANKS PARTY THERETO
FORTIS CAPITAL CORP.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
[Signature Page]
SIGNATURE PAGE TO
THIRD AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
XXXXXXX OIL AND GAS CORPORATION, AS BORROWER,
BANK ONE, NA, AS ADMINISTRATIVE AGENT
AND THE BANKS PARTY THERETO
BANK OF OKLAHOMA, N.A.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
[Signature Page]
SIGNATURE PAGE TO
THIRD AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
XXXXXXX OIL AND GAS CORPORATION, AS BORROWER,
BANK ONE, NA, AS ADMINISTRATIVE AGENT
AND THE BANKS PARTY THERETO
COMERICA BANK
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
[Signature Page]
SIGNATURE PAGE TO
THIRD AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
XXXXXXX OIL AND GAS CORPORATION, AS BORROWER,
BANK ONE, NA, AS ADMINISTRATIVE AGENT
AND THE BANKS PARTY THERETO
BANK OF SCOTLAND
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
[Signature Page]
SIGNATURE PAGE TO
THIRD AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
XXXXXXX OIL AND GAS CORPORATION, AS BORROWER,
BANK ONE, NA, AS ADMINISTRATIVE AGENT
AND THE BANKS PARTY THERETO
XXXXX FARGO BANK, N.A.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
[Signature Page]
SIGNATURE PAGE TO
THIRD AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
XXXXXXX OIL AND GAS CORPORATION, AS BORROWER,
BANK ONE, NA, AS ADMINISTRATIVE AGENT
AND THE BANKS PARTY THERETO
COMPASS BANK
By:
--------------------------------
Name:
------------------------------
Title:
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[Signature Page]
SIGNATURE PAGE TO
THIRD AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
XXXXXXX OIL AND GAS CORPORATION, AS BORROWER,
BANK ONE, NA, AS ADMINISTRATIVE AGENT
AND THE BANKS PARTY THERETO
NATEXIS BANQUES POPULAIRES
By:
--------------------------------
Name:
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Title:
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[Signature Page]
EXHIBIT A
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Form of Facility Guaranty
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A - 1
EXHIBIT B
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Form of MSA
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B - 1
SCHEDULE 7.13
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Organizational Structure
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Credit Party: Xxxxxxx Oil and Gas Corporation ("Borrower")
Jurisdiction of Incorporation: Delaware
Jurisdiction of Qualification as a Foreign Corporation: Alabama, Arkansas,
California, Colorado, Kansas, Louisiana, Michigan, Montana, Nebraska, New
Mexico, Xxxxx Xxxxxx, Xxxx, Xxxxx Xxxxxx, Xxxxx and Wyoming
Authorized, issued and outstanding Equity of Borrower: 1,000 shares
Outstanding warrants, options, subscription rights, convertible securities or
other rights to Equity of Borrower: None
S-7.13 - 1
