[CONFORMED COPY]
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
WAIVER UNDER SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
AMENDMENT and WAIVER dated as of October 31, 1997 among HALLWOOD
CONSOLIDATED RESOURCES CORPORATION, a Delaware corporation and HALLWOOD
CONSOLIDATED PARTNERS, L.P., a Colorado limited partnership (individually a
"Borrower" and collectively the "Borrowers"), the BANKS listed on the signature
pages hereof (the "Banks"), First Union National Bank, as collateral agent (the
"Collateral Agent"), ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the
"Agent").
W I T N E S S E T H :
WHEREAS, the Borrowers, the Banks, the Collateral Agent and the Agent are
parties to a Second Amended and Restated Credit Agreement (as amended, the
"Credit Agreement");
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement shall
have 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 Credit Agreement" and each other similar reference
contained in the Credit Agreement shall from and after the date hereof refer to
the Credit Agreement as amended hereby.
SECTION 2. Resetting of the Availability Limit. (a) The definition of
"Availability Limit" set forth in Section 1.01 of the Credit Agreement is hereby
amended 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)(x) at
any date prior to the Arcadia Date, $22,500,000 and (y) at any date on or
after the Arcadia Date, $28,500,000. The Availability Limit
1
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) A new definition of "Arcadia Date" is added in Section 1.01 of the
Credit Agreement, to read in its entirety as follows:
"Arcadia Date" means the date on which the Borrowers consummate the
acquisition of the properties described in the "Arcadia Acquisition Bank
Case Pricing" engineering report dated July 1, 1997 substantially on the
terms described by the Borrowers to the Banks prior to the date of
effectiveness of Amendment No.1 to this Agreement dated as of October 31,
1997 among the Borrowers, the Banks, the Collateral Agent, the Agent and
Prudential.
SECTION 3. Temporary Waiver of the Collateral Coverage Requirement. The
Banks hereby waive compliance by the Borrowers with the requirement in Section
4.13 of the Credit Agreement that Petroleum Properties representing in value not
less than 80% of the Hydrocarbon Property Base be subject to first priority
Liens and any Event of Default arising under the Credit Agreement solely as a
result of noncompliance by the Borrowers with such requirement as a result of
the consummation by the Borrowers of the acquisition of the properties described
in the "Arcadia Acquisition Bank Case Pricing" engineering report dated July 1,
1997 substantially on the terms described by the Borrowers to the Banks prior to
the date hereof; provided that (x) the waiver granted pursuant to this Section
shall expire the date which falls 30 days after the date of consummation of such
acquisition and (y) prior to the expiration of such waiver, such waiver shall be
effective only so long as Petroleum Properties representing not less than 72% of
the value of Petroleum Properties shall be subject to valid first-priority Liens
in favor of the Banks pursuant to the Collateral Documents.
SECTION 4. No Other Waivers. Other than as specifically provided herein,
this Amendment and Waiver shall not operate as a waiver of any right, remedy,
power or privilege of the Agent, the Collateral Agent or the Banks under the
Credit Agreement or any other Financing Document or of any other term or
condition thereof.
SECTION 5. Effectiveness. This Amendment and Waiver shall become effective
on the date on which the Agent shall have received counterparts of this
Amendment and Waiver duly executed by the Borrowers, the Required Banks, the
Collateral Agent and the Agent (or, in the case of any party as to which an
executed counterpart shall not have been received, the Agent shall have received
telegraphic, telex or other written confirmation from such party of execution of
a counterpart hereof by such party).
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be duly executed as of the date first above written.
HALLWOOD CONSOLIDATED RESOURCES
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
HALLWOOD CONSOLIDATED PARTNERS, L.P.
By: HALLWOOD CONSOLIDATED
RESOURCES CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
The General Partner of Hallwood
Consolidated Partners, ▇.▇.
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
3
NATIONSBANK OF TEXAS, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Collateral Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
4