EXHIBIT 10.1
FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT
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THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment") is
made and entered into as of the 1st day of June, 1998, by and among CROSS
TIMBERS OIL COMPANY, a Delaware corporation ("Company"), and the Banks that are
signatories hereto (collectively, the "Banks").
RECITALS.
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A. Company, ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative
Agent for Banks, NationsBank, N.A., successor in interest by merger to
NationsBank of Texas, N.A., as Syndication Agent for Banks, Chase Bank of Texas,
N.A., as Documentation Agent for Banks, and Banks have entered into that certain
Revolving Credit Agreement, dated as of April 17, 1998 (the "Loan Agreement").
B. Company and Banks desire to amend the Loan Agreement as hereinafter
set forth in order to, among other things, (i) amend the definition of Permitted
Margin Debt and (ii) amend Section 9.04 of the Loan Agreement.
NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
ARTICLE I
Definitions
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Capitalized terms used in this Amendment are defined in the Loan Agreement,
as amended hereby, unless otherwise stated.
ARTICLE II
Amendments
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2.01. Amendment to Article I. Effective as of the date hereof, the
defined term Permitted Margin Debt as set forth in Article I of the Loan
Agreement is amended in its entirety and the following shall be substituted
therefor:
" 'Permitted Margin Debt' shall mean Indebtedness of Company and
its Subsidiaries that is secured by Capital Stock in publicly
traded companies engaged primarily in the oil and gas industry,
CRT Units and Non-CT Royalty Trust Units that are owned by
Company and its Subsidiaries up to an aggregate amount at any one
time outstanding of (i) $40,000,000 plus (ii) that unused or
available portion of the Indebtedness permitted by subclause (xi)
of Section 9.01 hereof that is secured by Capital Stock in
publicly traded companies engaged
primarily in the oil and gas industry, CRT Units and Non-CT
Royalty Trust Units that are owned by Company and its
Subsidiaries."
2.02. Amendment to Section 9.04. Effective as of the date hereof,
Section 9.04 of the Loan Agreement is amended in its entirety and the following
shall be substituted therefor:
"9.04. Limitation on Investments. Company will not, and will
not permit any Subsidiary to, make or have outstanding any Investments in any
Person, except for (i) Investments in (a) Capital Stock of publicly traded
companies engaged primarily in the oil and gas industry and (b) Non-CT Royalty
Trust Units, provided that the aggregate cost of all Investments which are
outstanding pursuant to this subclause (i) at any time shall not exceed
$75,000,000; (ii) Investments in CRT Units; (iii) Company's stock ownership in
the Subsidiaries and, if formed, Company's units in the Proposed Royalty Trust,
(iv) Temporary Cash Investments, and (v) such other "cash equivalent"
investments as Majority Banks may from time to time approve; provided, further,
that Company will not, and will not permit any Subsidiary to, make any
Investments if (i) an Event of Default exists hereunder or, with the lapse of
time and the giving of notice or both, an Event of Default would exist
hereunder, (ii) the making of such Investment would cause an Event of Default
hereunder, or (iii) a Borrowing Base Deficiency exists hereunder."
ARTICLE III
Condition Precedent
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The effectiveness of this Amendment is subject to the condition precedent
that Company and Majority Banks shall have duly and validly executed and
delivered a counterpart of this Amendment to Administrative Agent.
ARTICLE IV
No Waiver
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Except as specifically provided in this Amendment, nothing contained in
this Amendment shall be construed as a waiver by Banks of any covenant or
provision of the Loan Agreement, the other Loan Papers, or of any other contract
or instrument between Company and Banks, and the failure of Banks at any time or
times hereafter to require strict performance by Borrower of any provision
thereof shall not waive, affect or diminish any right of Banks to thereafter
demand strict compliance therewith. Banks hereby reserve all rights granted
under the Loan Agreement, the other Loan Papers, this Amendment and any other
contract or instrument between Company and Banks.
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ARTICLE IV
Ratifications, Representations and Warranties
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4.01. Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Loan Agreement and the other Loan Papers, and, except as expressly
modified and superseded by this Amendment, the terms and provisions of the Loan
Agreement and the other Loan Papers are ratified and confirmed and shall
continue in full force and effect. Company and Banks agree that the Loan
Agreement and the other Loan Papers, as amended hereby, shall continue to be
legal, valid, binding and enforceable in accordance with their respective terms.
4.02. Representations, Warranties and Agreements. Company hereby
represents and warrants to Banks that (a) the execution, delivery and
performance of this Amendment has been authorized by all requisite corporate
action on the part of Company and will not violate the Articles/Certificate of
Incorporation or Bylaws of Company; (b) the representations and warranties
contained in the Loan Agreement, as amended hereby, and any other Loan Papers
are true and correct on and as of the date hereof and on and as of the date of
execution hereof as though made on and as of each such date; (c) no Default or
Event of Default under the Loan Agreement, as amended hereby, has occurred and
is continuing; and (d) Company is in full compliance with all covenants and
agreements contained in the Loan Agreement and the other Loan Papers, as amended
hereby.
ARTICLE V
Miscellaneous Provisions
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5.01. Survival of Representations and Warranties. All representations
and warranties made in the Loan Agreement or any other Loan Papers, including,
without limitation, any document furnished in connection with this Amendment,
shall survive the execution and delivery of this Amendment and the other Loan
Papers, and no investigation by Agents or any Bank or any closing shall affect
the representations and warranties or the right of Agents or any Bank to rely
upon them.
5.02. Reference to Loan Agreement. Each of the Loan Agreement and the
other Loan Papers, 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 Loan Agreement, as amended hereby, are hereby amended so
that any reference in the Loan Agreement and such other Loan Papers to the Loan
Agreement shall mean a reference to the Loan Agreement as amended hereby.
5.03. Expenses of Agents. As provided in the Loan Agreement, Company
agrees to pay on demand all reasonable costs and expenses incurred by Agents in
connection with the preparation, negotiation and execution of this Amendment,
including, without limitation, the costs and fees of Agent's legal counsel, and
all reasonable costs and expenses incurred by Banks in connection with the
enforcement or preservation of any rights under the Loan Agreement, as
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amended hereby, or any other Loan Papers, including, without, limitation, the
reasonable costs and fees of Agents' legal counsel. Company shall not be
responsible for the cost or expense of legal counsel of any other Bank in
connection with the preparation, execution and delivery of this Amendment.
5.04. Severability. Any provision of this Amendment held by a 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 provision so held to be invalid or unenforceable.
5.05. Successors and Assigns. This Amendment is binding upon and shall
inure to the benefit of Banks and Company and their respective successors and
assigns.
5.06. 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.
5.07. Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
5.08. Applicable Law. THIS AMENDMENT AND ALL OTHER LOAN PAPERS
EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE
IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS UNLESS THE LAWS GOVERNING NATIONAL BANKS SHALL HAVE APPLICATION.
5.09. Final Agreement. THE LOAN AGREEMENT AND THE OTHER LOAN PAPERS,
EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED.
THE LOAN AGREEMENT AND THE OTHER LOAN PAPERS, AS AMENDED HEREBY, MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO
MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS
AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY COMPANY AND
BANKS.
IN WITNESS WHEREOF, this Amendment has been executed in multiple originals
and is effective as of the date first above-written.
[SIGNATURE PAGES TO FOLLOW]
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COMPANY:
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CROSS TIMBERS OIL COMPANY,
a Delaware corporation
By: ▇▇▇▇ O'REAR
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▇▇▇▇ O'Rear, Vice President and Treasurer
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BANKS:
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▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Vice President
NATIONSBANK, N.A.
By: J. ▇▇▇▇▇ ▇▇▇▇▇▇
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J. ▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
CHASE BANK OF TEXAS, N.A.
By: ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇, Senior Vice President
BANKBOSTON, N.A.
By: R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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▇▇▇▇▇ FARGO BANK (TEXAS), N.A.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
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FROST NATIONAL BANK, as the surviving
bank by merger of ▇▇▇▇▇▇▇ Bank and Trust, N.A.,
effective May 29, 1998
By: ▇.▇. ▇▇▇▇▇
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W.H. (▇▇▇▇) ▇▇▇▇▇, III, Senior Vice
President
ABN-AMRO BANK N.V.
HOUSTON AGENCY
By: W. ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: W. ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Group Vice President
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By: ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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BANK OF MONTREAL
By: ▇. ▇. ▇▇▇▇▇▇▇▇
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Name: ▇. ▇. ▇▇▇▇▇▇▇▇
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Title: Director
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THE BANK OF NEW YORK
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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BANQUE PARIBAS
By: ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Vice President
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Director
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CREDIT LYONNAIS NEW YORK BRANCH
By: PHILIPPE SOUSTRA
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Philippe Soustra, Senior Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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FIRST UNION NATIONAL BANK
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Senior Vice President
BANK ONE, TEXAS, N.A.
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
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NATEXIS Banque
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
By: ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Assistant Vice President
THE BANK OF NOVA SCOTIA
By: F. C. H. ▇▇▇▇▇
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Name: F. C. H. ▇▇▇▇▇
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Title: Senior Manager, Loan Operations
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COMERICA BANK-TEXAS
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Vice President
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