First Amendment to Credit Agreement (Five-Year Revolving Credit Facility) among Pure Resources, Inc., The Chase Manhattan Bank, and Lenders
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This amendment updates the original five-year, $250 million revolving credit agreement dated September 29, 2000, between Pure Resources, Inc., The Chase Manhattan Bank (as Administrative Agent and Issuing Bank), and the participating lenders. The amendment adds new lenders, updates the list of lenders and their commitments, and reaffirms the borrower's representations and warranties. It becomes effective once all parties have signed and certain conditions are met, including no existing defaults. The amendment ensures all new lenders have the same rights and obligations as original parties to the agreement.
EX-10.3 4 dex103.txt FIRST AMENDMENT (FIVE-YEAR) EXHIBIT 10.3 FIRST AMENDMENT TO CREDIT AGREEMENT (Five-Year Revolving Credit Facility) THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of February 28, 2001 (the "First Amendment"), among PURE RESOURCES, INC., a Delaware corporation (the --------------- "Borrower"), the lenders party hereto (the "Lenders"), and THE CHASE MANHATTAN -------- ------- BANK, individually, as Issuing Bank and as Administrative Agent (the "Administrative Agent"). - --------------------- W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Borrower, the Lenders, and the Administrative Agent are parties to that certain Credit Agreement dated as of September 29, 2000 (the "Credit Agreement"), whereby, pursuant to the terms and conditions contained - ----------------- therein, the Lenders agreed to make loans to and extensions on behalf of the Borrower under a $250,000,000 5-year revolving credit facility; and WHEREAS, the parties to the Credit Agreement intend to amend the Credit Agreement to add additional Lenders as parties to the Credit Agreement pursuant to Section 2.01(c)(ii) thereof and to otherwise amend the Credit Agreement; NOW, THEREFORE, the parties to the Credit Agreement hereby agree as follows: SECTION 1. Amendments to Credit Agreement. ------------------------------ (a) Section 1.01 of the Credit Agreement hereby is amended by inserting the following definitions in their appropriate alphabetical order: "Agreement" means this Credit Agreement dated as of September 29, 2000, among the Borrower, the Lenders, the Administrative Agent and the Issuing Bank, as amended by the First Amendment, and as the same may be further amended, waived or otherwise modified from time to time in accordance herewith. "First Amendment" means that certain First Amendment to Credit --------------- Agreement dated as of February 28, 2001, among the Borrower, the Lenders party thereto, the Administrative Agent and the Issuing Bank. (b) The definition of "Lenders" appearing in Section 1.01 of the ------------ Credit Agreement hereby is amended in its entirety to read as follows: "Lenders" means the lenders listed on Schedule 2.01 attached to ------- ------------- the First Amendment, and any other Person that shall have become a party to this Agreement pursuant to an Assignment and Acceptance, other than any such 1 Person that ceases to be a party hereto pursuant to an Assignment and Acceptance." (c) Schedule 2.01 attached to the Credit Agreement is hereby amended ------------- and restated by replacing Schedule 2.01 attached to the Credit Agreement in its ------------- entirety with Schedule 2.01 attached to this First Amendment. From and after ------------- the date of this First Amendment, all references contained in the Credit Agreement to Schedule 2.01 shall be references to Schedule 2.01 attached to this ------------- ------------- First Amendment. SECTION 2. Conditions Precedent to Effectiveness. This First ------------------------------------- Amendment shall become effective as of the date hereof when the Administrative Agent shall have received: (a) counterparts hereof duly executed by the Borrower, the Lenders, the Administrative Agent and the Issuing Bank (or, in the case of any party as to which an executed counterpart shall not have been received, telegraphic, telex, or other written confirmation from such party of execution of a counterpart hereof by such party); (b) to the extent requested by any of the Lenders signatory to this First Amendment, duly executed Notes payable to the order of such Lender reflecting such Lender's Commitment as set forth on Schedule 2.01 attached ------------- hereto; and (c) no Default or Event of Default shall have occurred and be continuing as of the date of this First Amendment. Upon effectiveness of this First Amendment, each Lender signatory to this First Amendment shall for all purposes be a Lender party to the Credit Agreement, as amended by this First Amendment, and any other Loan Documents executed by the Lenders and shall have the rights and obligations of a Lender under the Loan Documents to the same extent as if they were originally parties to the Credit Agreement, and no further consent or action by the Borrower, the Lenders, the Administrative Agent or the Issuing Bank shall be required and the Lenders shall have the Commitments set forth in Schedule 2.01 attached hereto. ------------- SECTION 3. Reaffirmation of Representations and Warranties. To induce ----------------------------------------------- the Lenders, the Administrative Agent and the Issuing Bank to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III of the ----------- Credit Agreement and in all other documents executed pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date) and additionally represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all power and authority and all governmental licenses, authorizations, consents and approvals required in each case to carry on its business, except to the extent that the failure to have such power, authority, licenses, authorizations, consents and approvals could not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Borrower of this First Amendment are within the Borrower's corporate powers, have been duly authorized by all 2 necessary corporate action of the Borrower, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the articles or certificate of incorporation of the Borrower or the bylaws of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrower. (c) This First Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendment, and each other Loan Document to which the Borrower is a party are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity. (d) Since September 29, 2000, no event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereof. (e) There is no action, suit or proceeding pending against the Borrower, or to the knowledge of the Borrower threatened against the Borrower, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which in any manner draws into question the legality, validity, binding effect or enforceability of this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document. SECTION 4. Defined Terms. Except as amended hereby, terms used herein ------------- when defined in the Credit Agreement shall have the same meanings herein unless the context otherwise requires. SECTION 5. Reaffirmation of Credit Agreement. This First Amendment --------------------------------- shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as amended hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the Credit Agreement herein and in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the Credit Agreement as amended hereby. SECTION 6. Governing Law; Entire Agreement. This First Amendment and ------------------------------- the Notes shall be governed by, and construed in accordance with, the laws of the State of Texas. The Credit Agreement as amended by this First Amendment, the Notes and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto. SECTION 7. Severability of Provisions. Any provision in this First -------------------------- Amendment that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions 3 in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this First Amendment are declared to be severable. SECTION 8. Counterparts. This First Amendment may be executed in any ------------ number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this First Amendment by signing any such counterpart. SECTION 9. Headings. Article and section headings in this First -------- Amendment are for convenience of reference only, and shall not govern the interpretation of any of the provisions of this First Amendment. SECTION 10. Successors and Assigns. This First Amendment shall be ---------------------- binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. [SIGNATURES BEGIN ON FOLLOWING PAGE] 4 IN WITNESS WHEREOF, the Borrower, the Lenders, the Administrative Agent, the Syndication Agent, the Documentation Agent and the Issuing Bank have executed this First Amendment as of the date first above written. PURE RESOURCES, INC. By: /s/ William K. White --------------------------------------- Name: William K. White Title: Vice President [First Amendment to Credit Agreement - Signature Page 1] THE CHASE MANHATTAN BANK, individually and as Administrative Agent, By: /s/ Robert Traband ---------------------------------- Name: Robert Traband Title: Vice President Lending Office for ABR Loans and Eurodollar Loans and Address for Notice: The Chase Manhattan Bank One Chase Manhattan Plaza, 8th Floor New York, New York 10081 Telecopier No. 212 ###-###-#### Attention: Muniram Appanna [First Amendment to Credit Agreement - Signature Page 2] FIRST UNION NATIONAL BANK, individually and as Syndication Agent By: /s/ Robert R. Wetteroff ---------------------------------- Name: Robert R. Wetteroff Title: Senior Vice President Lending Office for ABR Loans and Eurodollar Loans: 301 South College Street Charlotte, North Carolina 28288 Address for Notice: Business/Credit: First Union National Bank 1001 Fannin Street, Suite 2255 Houston, Texas 77002 Telephone No.: 713 ###-###-#### Telecopier No.: 713 ###-###-#### Attention: David E. Humphreys Administrative: First Union National Bank 1001 Fannin Street, Suite 2255 Houston, Texas 77002 Telephone No.: 713 ###-###-#### Telecopier No.: 713 ###-###-#### Attention: Debbie Blank [First Amendment to Credit Agreement - Signature Page 3] THE BANK OF NEW YORK By: /s/ Peter Keller ------------------------------- Name: Peter Keller Title: Vice President Lending Office for ABR Loans and Eurodollar Loans: The Bank of New York 101 Barclay Street New York, New York 10286 Attn: Bill Barbiero Address for Notice:\ Business/Credit: The Bank of New York One Wall Street, 19th Floor New York, New York 10286 Telephone No.: 212 ###-###-#### Telecopier No.: 212 ###-###-#### Attn.: Peter Keller Administrative: The Bank of New York One Wall Street, 19th Floor New York, New York 10286 Telephone No.: 212 ###-###-#### Telecopier No.: 212 ###-###-#### Attn.: Theresa M. Burk [First Amendment to Credit Agreement - Signature Page 4] CREDIT LYONNAIS NEW YORK BRANCH By:___________________________________ Name: Title: Lending Office for ABR Loans and Eurodollar Loans: Credit Lyonnais New York Branch 1301 Avenue of the Americas New York, New York 10019 Address for Notice: Business/Credit: Credit Lyonnais 1000 Louisiana, Suite 5360 Houston, Texas 77002 Telephone No.: 713 ###-###-#### Telecopier No.: 713 ###-###-#### Attention: John Grandstaff Administrative: Credit Lyonnais New York Branch 1301Avenue of the Americas New York, New York 10019 Telephone No.: 212 ###-###-#### Telecopier No.: 917 ###-###-#### Attention: Bindu Menon [First Amendment to Credit Agreement - Signature Page 5] BNP PARIBAS, individually and as Documentation Agent By:_________________________________ Name: Title: By:_________________________________ Name: Title: Lending Office for ABR Loans and Eurodollar Loans: BNP Paribas 1200 Smith Street, Suite 3100 Houston, Texas 77002 Address for Notice: Business/Credit: 1200 Smith Street, Suite 3100 Houston, Texas 77002 Telephone No.: 713 ###-###-#### Telecopier No.: 713 ###-###-#### Attention: Brian Malone Administrative: 1200 Smith Street, Suite 3100 Houston, Texas 77002 Telephone No.: 713 ###-###-#### Telecopier No.: 713 ###-###-#### Attention: Leah Evans Hughes [First Amendment to Credit Agreement - Signature Page 6] BANK ONE, TEXAS, N.A. By" _______________________________ Name: Title: Lending Office for ABR Loans and Eurodollar Loans: Bank One, Texas, N.A. 1717 Main Street, 4th Floor Dallas, Texas 75201 Address for Notice: Business/Credit: 1717 Main Street, 4th Floor Dallas, Texas 75201 Telephone No.: 214 ###-###-#### Telecopier No.: 214 ###-###-#### Attention: Mark Cranmer Administrative: 1717 Main Street, 3rd Floor Dallas, Texas 75201 Telephone No.: 214 ###-###-#### Telecopier No.: 214 ###-###-#### Attention: Nancy Daniel [First Amendment to Credit Agreement - Signature Page 7] THE FUJI BANK, LIMITED By: /s/ Jacques Azagury ------------------------------- Name: Jacques Azagury Title: Senior Vice President & Manager Lending Office for ABR Loans and Eurodollar Loans: The Fuji Bank, Limited Two World Trade Center New York, New York 70048 Address for Notice: Business Credit: The Fuji Bank, Limited One Houston Center 1221 McKinney Street, Suite 4100 Houston, Texas 77010 Telephone No.: 713 ###-###-#### Telecopier No.: 713 ###-###-#### Attention: Mark Polasek Administrative: The Fuji Bank, Limited Two World Trade Center New York, New York 70048 Telephone No.: 212 ###-###-#### Telecopier No.: 212 ###-###-#### Attention: Tina Catapano [First Amendment to Credit Agreement - Signature Page 8] CIBC, INC. By: /s/ Nora Q. Catiis ---------------------------------- Name: Nora Q. Catiis Title: Authorized Signatory Lending Office for ABR Loans and Eurodollar Loans: CIBC, Inc. 2 Paces West 2727 Paces Ferry Road, Suite 1200 Attention: Tanya Hunter Address for Notice: Business/Credit: CIBC World Markets 1600 Smith Street, Suite 3100 Houston, Texas 77002 Telephone No.: 713 ###-###-#### Telecopier No.: 713 ###-###-#### Attention: Mack Wolf Administrative: CIBC, Inc. 2 Paces West 2727 Paces Ferry Road, Suite 1200 Atlanta, Georgia 30339 Telephone No.: 770 ###-###-#### Telecopier No.: 770 ###-###-#### Attention: Anita Rounds [First Amendment to Credit Agreement - Signature Page 9] WELLS FARGO BANK (TEXAS), N.A. By:___________________________________ Name: Title: Lending Office for ABR Loans and Eurodollar Loans: Wells Fargo Bank Texas, N.A. 1445 Ross Avenue, Suite 200, MAC T 5303 - 029 Dallas, Texas 75202 Address for Notice: Business/Credit: Wells Fargo Bank Texas, N.A. 1445 Ross Avenue, Suite 200, MAC T 5303 - 029 Dallas, Texas 75202 Telephone No.: 214 ###-###-#### Telecopier No.: 214 ###-###-#### Attention: Charles D. Kirkham Administrative: Wells Fargo Bank, N.A. 1740 Broadway Denver, Colorado 80274 Telephone No.: 303 ###-###-#### Telecopier No.: 303 ###-###-#### Attention: Tanya Ivie [First Amendment to Credit Agreement - Signature Page 10] FLEET NATIONAL BANK By: /s/ Stephen J. Hoffman ----------------------------------- Name: Stephen J. Hoffman Title: Vice President Lending Office for ABR Loans and Eurodollar Loans: Fleet National Bank 100 Federal Street M/C: MADE10008A Boston, Massachusetts 02211 Address for Notice: Business/Credit: Fleet National Bank 100 Federal Street M/C: MADE10008A Boston, Massachusetts 02211 Telephone No.: 617 ###-###-#### Telecopier No.: 617 ###-###-#### Attention: Stephen Hoffman Administrative: Fleet National Bank One Federal Street M/C: MADE1008A Boston, Massachusetts 02211 Telephone No.: 617 ###-###-#### Telecopier No.: 617 ###-###-#### Attention: Francia Castillo [First Amendment to Credit Agreement - Signature Page 11] THE SANWA BANK LIMITED By: /s/ Ryoichi Konishi -------------------------------- Name: Ryoichi Konishi Title: Assistant Vice President Lending Office for ABR Loans and Eurodollar Loans: The Sanwa Bank Limited 55 East 52nd Street New York, NY 10055 Address for Notice: C. Lawrence Murphy 55 East 52nd Street New York, NY 10055 Administrative: Priscilla Mark 55 East 52nd Street New York, NY 10055 [First Amendment to Credit Agreement - Signature Page 12] THE BANK OF TOKYO-MITSUBISHI, LTD. By: /s/ Kelton Glasscock -------------------------------------- Name: Kelton Glasscock Title: Vice President & Manager Lending Office for ABR Loans and Eurodollar Loans: The Bank of Tokyo-Mitsubishi, Ltd. 1100 Louisiana Street, Suite 2800 Houston, TX 77002 Telecopier No.: 713 ###-###-#### Attention: ________ Business/Credit: 1100 Louisiana Street, Suite 2800 Houston, TX 77002 Telecopier No.: 713 ###-###-#### Attention: John Stanton Administrative: 1100 Louisiana Street, Suite 2800 Houston, TX 77002 Telecopier No.: 713 ###-###-#### Attention: Nadra Breir [First Amendment to Credit Agreement - Signature Page 13] CREDIT SUISSE FIRST BOSTON By: /s/ Bill O'Daly ------------------------------- Name: Bill O'Daly Title: Vice President Lending Office for ABR Loans and Eurodollar Loans: Credit Suisse First Boston 11 Madison Avenue New York, New York 10010 Telecopier No.: 212 ###-###-#### Business/Credit: 11 Madison Avenue New York, New York 10010-3629 Telecopier No.: 212 ###-###-#### Attention: James Moran Administrative: 5 World Trade Center New York, New York 10048 Telecopier No.: 212 ###-###-#### Attention: Christina Maurillo [First Amendment to Credit Agreement - Signature Page 14] SCHEDULE 2.01
[Schedule 2.01 - Page 1]
