AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment No. 1"), dated as
of November 1, 1996, between FRONTIER NATURAL GAS CORPORATION, an Oklahoma
corporation (the "Borrower"), and BANK OF AMERICA ILLINOIS, an Illinois banking
corporation (the "Lender").
W I T N E S S E T H:
WHEREAS, the Borrower and the Lender are parties to that certain Credit
Agreement, dated as of January 3, 1996 (hereinafter referred to as the "Existing
Credit Agreement"); and
WHEREAS, the Borrower has requested that certain amendments be made to the
Existing Credit Agreement; and
WHEREAS, the Lender is willing to make certain amendments to the Existing
Credit Agreement on the terms and conditions hereinafter provided;
NOW, THEREFORE, in consideration of the agreements herein contained, the
parties hereto hereby agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.1 Certain Definitions. The following terms (whether or not
underscored) when used in this Amendment No. 1 shall have the following
meanings:
"Amended Credit Agreement" means the Existing Credit Agreement as amended
by this Amendment No. 1.
"Amendment No. 1 Effective Date" has the meaning provided in Section 4.1.
SECTION 1.2 Other Definitions. Unless otherwise defined or the context
otherwise requires, terms used herein (including in the preamble and recitals
hereto) have the meanings provided for in the Existing Credit Agreement.
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ARTICLE II.
AMENDMENTS TO
EXISTING CREDIT AGREEMENT
Effective on the Amendment No. 1 Effective Date, the Existing Credit
Agreement is amended in accordance with the terms of this Article II; except as
so amended, the Existing Credit Agreement shall continue to remain in all
respects in full force and effect.
SECTION 2.1 Amendments to Section 1.1.
(a) The definition of "Tranche B Availability Termination Date" in the
Existing Credit Agreement is deleted and the following definition is inserted in
its place:
"Tranche B Availability Termination Date" means June 30, 1997."
SECTION 2.2 Amendments to Borrower's Address. The address of the Borrower
set forth on the signature page of the Existing Credit Agreement is amended by
deleting the existing address and inserting in its place the following new
address:
Frontier Natural Gas Corporation
One ▇▇▇▇▇ Center
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ (fax)
SECTION 2.3 Amendments to Certain Exhibits and Schedules.
(a) Schedule II to the Existing Credit Agreement is deleted and a new
Schedule II in the form of the Minimum Monthly Payments schedule shown in
Schedule II hereto is inserted in its place.
(b) Section 2.10 of the form of Mortgage and of each Mortgage previously
executed and delivered in favor of the Lender is deleted and a new Section 2.10
in the form shown in Exhibit A hereto is inserted in its place.
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ARTICLE III.
REPRESENTATIONS AND WARRANTIES
In order to induce the Lender to make the amendments provided for in
Article II, the Borrower hereby
(a) acknowledges and agrees that, immediately prior to the Amendment No.1
Effective Date, the aggregate outstanding principal amount of all Tranche A
Loans is $523,888 and the aggregate outstanding principal amount of all Tranche
B Loans is $0.00;
(b) represents and warrants that the Borrower has full power and authority
to execute, deliver and perform its obligations under this Amendment No. 1 and
all other Loan Documents delivered to Lender in connection herewith, and this
Amendment No. 1 and all such Loan Documents are the legally valid and binding
obligations of Borrower, enforceable against Borrower in accordance with their
respective terms;
(c) represents and warrants, that each of the representations and
warranties contained in the Existing Credit Agreement and in the other Loan
Documents is true and correct as of the date hereof as if made on the date
hereof (except, if any such representation and warranty relates to an earlier
date, such representation and warranty shall be true and correct in all material
respects as of such earlier date) and Borrower has performed each of the
covenants and agreements in the Existing Credit Agreement and the other Loan
Documents required to be performed by Borrower as of the date hereof; and
(d) There is no Default or Event of Default by Borrower or any other
Obligor under the Existing Credit Agreement or any other Loan Document and no
event exists which, with the giving of notice or the passage of time or both,
would give rise to a Default or Event of Default by Borrower or any other
Obligor under the Existing Credit Agreement or any Loan Document.
ARTICLE IV.
CONDITIONS TO EFFECTIVENESS
SECTION 4.1 Effective Date. This Amendment No. 1 shall become effective on
November 1, 1996, or, if later, the date (herein called the "Amendment No. 1
Effective Date") when the conditions set forth in this Section 4.1 have been
satisfied.
(a) Execution of Counterparts. The Lender shall have received counterparts
of this Amendment No. 1 duly executed and delivered on behalf of the Borrower
and the Lender.
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(b) Closing Fees, Expenses, etc. The Lender shall have received all
reasonable costs and expenses due and payable pursuant to Sections 3.3 and 9.3
of the Existing Credit Agreement, if then invoiced.
(c) Legal Details, etc. All documents executed or submitted pursuant
hereto, and all legal matters incident thereto, shall be satisfactory in form
and substance to the Lender and its counsel.
SECTION 4.2 Expiration. If all of the conditions set forth in Section 4.1
hereof shall not have been satisfied on or prior to February 7, 1997, the
agreements of the parties contained in this Amendment No. 1 shall, unless
otherwise agreed by the Lender, terminate effective immediately on such date and
without further action.
ARTICLE V.
MISCELLANEOUS
SECTION 5.1 Loan Document Pursuant to Existing Credit Agreement. This
Amendment No. 1 is a Loan Document executed pursuant to the Existing Credit
Agreement. Except as expressly amended or waived hereby, all of the
representations, warranties, terms, covenants and conditions contained in the
Existing Credit Agreement and each other Loan Document shall remain unamended
and in full force and effect. The amendments set forth herein shall be limited
precisely as provided for herein and shall not be deemed to be a waiver of,
amendment of, consent to or modification of any other term or provision of the
Existing Credit Agreement or of any term or provision of any other Loan Document
or of any transaction or further or future action on the part of the Borrower or
which would require the consent of the Lender under the Existing Credit
Agreement or any other Loan Document.
SECTION 5.2 Counterparts, etc. This Amendment No. 1 may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement with the same effect as if all parties hereto had signed the same
signature page. Any signature page of this Amendment No. 1 may be detached from
any identical counterpart of this Amendment No. 1 having attached to it one or
more additional signature pages.
SECTION 5.3 GOVERNING LAW; ENTIRE AGREEMENT. THIS AMENDMENT NO. 1 SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF ILLINOIS.
SECTION 5.4 Titles and Headings. The titles and headings of the Sections of
this Amendment No. 1 are intended for convenience only and shall not in any way
affect the meaning or construction of any provision of this Amendment No. 1.
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SECTION 5.5 Changes and Modifications in Writing. No provision of this
Amendment No. 1 may be changed or modified except by an instrument in writing
signed by the party against whom enforcement of the change or modification is
sought.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be executed by their respective officers hereunto duly authorized as of the day
and year first above written.
BORROWER
FRONTIER NATURAL GAS CORPORATION, an
Oklahoma corporation
By: /s/ illegible
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/s/ illegible
Title: Executive Vice President
LENDER
BANK OF AMERICA ILLINOIS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
Title: ▇▇▇▇ ▇. ▇▇▇▇▇
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Exhibit A
NEW SECTION 2.10 OF MORTGAGE
2.10 Right of Entry.
(a) The Mortgagor will permit the Trustees or the Bank, or the agents of
either of them, at the cost and expense of the Mortgagor, to enter upon the
Mortgaged Property and all parts thereof, for the purpose of investigating and
inspecting the condition and operation thereof, and shall permit reasonable
access to the field offices and other offices, including the principal place of
business, of the Mortgagor to inspect and examine the Mortgaged Property and to
inspect, review and reproduce as necessary any books, records, accounts,
contracts or other documents of the Mortgagor.
(b) Without limiting the generality of the foregoing, the Bank shall have
the right, on twenty-four (24) hours prior notice to the Mortgagor, to cause
such persons and entities as the Bank may designate to enter the Mortgaged
Property to conduct (at the cost and expense of the Mortgagor), or to cause the
Mortgagor to conduct (at the cost and expense of the Mortgagor), such tests and
investigations as the Bank deems necessary to determine whether any hazardous
substance or solid waste is being generated, transported, stored, or disposed of
in accordance with applicable Environmental Laws. Such tests and investigations
may include, without limitation, underground borings, ground water analyses and
borings from the floors, ceilings and walls of any improvements located on the
Mortgaged Property. This Section 2.10 shall not be construed to affect or limit
the obligations of the Mortgagor pursuant to Section 2.5 hereof.
(c) The Bank shall have no duty to visit or observe the Mortgaged Property
or to conduct tests, and no site visit, observation or testing by the Bank shall
impose any liability on the Bank, nor shall the Mortgagor or any other Obligor
be entitled to rely on any visit, observation or testing by the Bank in any
respect. The Bank may, in its discretion, disclose to the Mortgagor or any other
Person, including any governmental agency, any report or finding made as a
result of, or in connection with, any site visit, observation or testing by the
Bank. The Mortgagor agrees that the Bank makes no warranty or representation to
the Mortgagor or any other Obligor regarding the truth, accuracy or completeness
of any such report or findings that may be so disclosed. The Mortgagor also
acknowledges that, depending upon the results of any site visit, observation or
testing by the Bank and disclosed to the Mortgagor, the Mortgagor may have a
legal obligation to notify one or more governmental agencies of such results,
that such reporting requirements are site-specific, and are to be evaluated by
the Mortgagor without advice or assistance from the Bank.
Schedule II
Minimum Monthly Payments