EXHIBIT 10.1
FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT
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THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Amendment") is
made and entered into as of the 20th day of June, 2000 (the "Effective Date"),
by and among CROSS TIMBERS OIL COMPANY, a Delaware corporation ("Company"), the
Banks that are signatories hereto (collectively, the "Banks"), ▇▇▇▇▇▇ GUARANTY
TRUST COMPANY OF NEW YORK, as Administrative Agent for Banks, BANK OF AMERICA,
N.A., as Syndication Agent for Banks, CHASE BANK OF TEXAS, N.A., as
Documentation Agent for Banks, and FLEET NATIONAL BANK, as Co-Documentation
Agent for Banks.
W I T N E S S E T H:
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WHEREAS, Company, ▇▇▇▇▇▇ Guaranty Trust Company of New York, as
Administrative Agent for Banks, Bank of America N.A., as Syndication Agent for
Banks, Chase Bank of Texas, N.A., as Documentation Agent for Banks, Fleet
National Bank, as Co-Documentation Agent for Banks and Banks have entered into
that certain Revolving Credit Agreement dated as of May 12, 2000 (as amended
hereby and as amended from time to time hereafter, the "Loan Agreement").
WHEREAS, the parties hereto desire to amend the Loan Agreement as set forth
herein.
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 and References
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1.01 Unless otherwise specifically defined herein, each term used
herein which is defined in the Loan Agreement as in effect immediately prior to
the Effective Date shall have the meaning assigned to such term in the Loan
Agreement as so in effect. Each reference to "hereof," "hereunder," "herein" and
"hereby" and each other similar reference and each reference to "this Loan
Agreement" and each other similar reference contained in the Loan Agreement
shall from and after the Effective Date refer to the Loan Agreement as amended
hereby.
ARTICLE II
Amendments
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2.01. Amendments to Article I; Additional Defined Terms. Effective as
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of the Effective Date, Article I of the Loan Agreement is amended by including
the following defined terms:
""Cash Collateral": Section 2.05(c)(iii)."
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""Issuing Bank" shall mean either Agent which in its sole discretion agrees
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to be and is designated by Company to issue one or more Letters of Credit in its
capacity as an issuer of Letters of Credit hereunder, and its successors and
assigns in such capacity."
""LC Application" shall mean any application for a Letter of Credit
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hereafter made by Company to an Issuing Bank in form and substance that is
customary to such Issuing Bank's letter of credit applications."
""LC Conditions": Section 2.05(a)."
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""LC Obligations" shall mean, at the particular time in question, the sum
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of the Matured LC Obligations plus the aggregate amounts which any Issuing Bank
or Bank might be called upon to advance under all then outstanding Letters of
Credit."
""Letter of Credit" means any letter of credit issued by an Issuing Bank
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upon the application of Company. Each Letter of Credit shall be classified by
Issuing Bank as a "Commercial" Letter of Credit or a "Standby" Letter of Credit,
in accordance with the laws and regulations applicable to Issuing Bank from time
to time and in accordance with Issuing Bank's customary practices at such times
for reporting to regulatory authorities. Each Letter of Credit shall be issued
for the account or benefit of Company or any Subsidiary that has guarantied the
Obligation. Notwithstanding the foregoing, neither any letter of credit issued
according to sub-clause (xi) of Section 9.01 hereof nor the letters of credit
referred to in sub-clause (i) of Section 9.14 hereof shall be deemed a Letter of
Credit as defined herein."
""Matured LC Obligations" shall mean all amounts paid by Issuing Bank or
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any Bank on drafts or demands for payment drawn or made under any Letter of
Credit (or under or in connection with any LC Application) which have not been
repaid to the Issuing Bank or Bank (with proceeds of an Advance or otherwise)."
2.02. Amendment to Article I; Amendment to Certain Defined Terms.
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A. Effective as of the Effective Date, the defined term "Interest
Period" as it appears in Article I of the Agreement is amended by inserting
the phrase "one week or" preceding the phrase "one, two, three or six
months thereafter" in the ninth line of such definition.
B. Effective as of the Effective Date, the defined term "Loan
Papers" as it appears in Article I of the Loan Agreement is amended by
inserting the phrase ", each Letter of Credit and each LC Application,"
after the phrase "the Collateral Documents" in the second line of such
definition.
C. Effective as of the Effective Date, the defined term
"Obligation" as it appears in Article I of the Loan Agreement is amended by
(a) inserting the phrase "or any Letter of Credit or LC Application and the
LC Obligations" after the phrase "represented by the Notes" in the third
line of such definition and (b) inserting the phrase "; and together with
all indebtedness, obligations and liabilities of Company arising under the
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Guaranty of Company referred to in sub-clause (i) of Section 9.14 hereof."
at the conclusion of such definition.
D. Effective as of the Effective Date, in the definition of
"Total Outstandings" as it appears in Article I of the Loan Agreement is
deleted and the following is substituted therefor:
""Total Outstandings" shall mean, at any date, the aggregate of (i)
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the principal amount of, and accrued interest which is overdue and
unpaid in respect of the Loan, (ii) the unfunded portion of Letters
of Credit outstanding at such time and (iii) the amount of the
unpaid Matured LC Obligations at such time, but excluding the face
amount of any unfunded Letter of Credit that Company has designated
to the Issuing Bank as being issued pursuant to Section 9.01(xi)
hereof."
2.03. Inclusion of Section 2.05 for Letter of Credit Facility. Effective
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as of the Effective Date, Article 2 of the Loan Agreement is amended by
including the following Section 2.05 at the conclusion of Article 2:
"Section 2.05 Letters of Credit.
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(a) Issuing Letters of Credit. Subject to the terms and conditions
-------------------------
hereof, Company may request Issuing Bank to issue one or more Letters of
Credit for the benefit or account of Company and any Subsidiary that has
guarantied the Obligation, provided that, after taking such Letter of
Credit into account:
(i) the Total Outstandings do not exceed the Commitment then in
effect;
(ii) the expiration date of such Letter of Credit shall be no later
than one (1) year following the date of issuance of such
Letter of Credit, but in no event shall the expiration date of
such Letter of Credit be on or after the Maturity Date;
(iii) such Letter of Credit is to be used for general corporate
purposes of Company or any of its Subsidiaries, but only to
the extent that the use of such Letter of Credit would be
permitted under the terms of this Loan Agreement if the use of
such Letter of Credit was deemed to be the use of proceeds of
the Loan;
(iv) the terms of such Letter of Credit are acceptable to Issuing
Bank in the reasonable exercise of its discretion;
(v) the face amount of such Letter of Credit shall be $100,000
or any integral multiple of $100,000;
(vi) a Borrowing Base Deficiency does not exist; and
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(viii) all other conditions in this Loan Agreement to the issuance
of such Letter of Credit have been satisfied.
Issuing Bank will honor any such request if the foregoing conditions (i)
through (viii) (herein called the "LC Conditions") have been met as of the
date of issuance of such Letter of Credit. Nothing herein shall be
interpreted or deemed to obligate any Bank, other than either Agent, to
issue any Letter of Credit hereunder, and the obligation of either Agent to
act as Issuing Bank is subject to paragraphs (i) through (viii) of this
Section 2.05(a) and to satisfaction of the conditions set forth in Section
7.02 hereof.
(b) Requesting Letters of Credit. Company must make written application
----------------------------
pursuant to an LC Application for any Letter of Credit at least three (3)
Business Days before the date on which Issuing Bank is requested to issue
such Letter of Credit. By making any such written application Company
shall be deemed to have represented and warranted that the LC Conditions
and the conditions precedent set forth in Section 7.02 will be met as of
the date of issuance of such Letter of Credit. Each such LC Application
must be made in such form as may mutually be agreed upon by Issuing Bank
and Company. No more than two (2) Business Days after the LC Conditions
for a Letter of Credit have been met as described in Section 2.05(a),
Issuing Bank will issue such Letter of Credit at Issuing Bank's office or
at such office of Issuing Bank of which Issuing Bank shall give Company
written notice. In the event of a conflict between any provision contained
in this Loan Agreement and any provision contained in any LC Application,
the provision contained in this Loan Agreement shall control.
(c) Reimbursement of Letters of Credit.
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(i) Reimbursement by Company. Each payment of a draft or demand for
------------------------
payment honored by Issuing Bank under a Letter of Credit shall
constitute a loan to Company and part of the Obligation.
Promptly upon receipt of written notice of Issuing Bank's
honoring of a Letter of Credit, Company promises to pay to
Issuing Bank, or to Issuing Bank's order at such office of which
Issuing Bank shall give Company written notice, on demand, in
Dollars, any and all amounts paid by Issuing Bank under any
Letter of Credit, together with interest on any such amounts from
the date payment is made by Issuing Bank under such Letter of
Credit until but not including the date of the repayment of such
amounts to Issuing Bank, at the Floating Base Rate; provided that
if any such payment or reimbursement shall be reimbursed to
Issuing Bank on the date Issuing Bank makes such payment or
disbursement, interest shall be payable on the reimbursable
amount at such rate for one (1) day. In the event that Company
fails to pay when due any Matured LC Obligation owed by it to
Issuing Bank, Administrative Agent may, at its option, and
without any notice or further authorization from Company, make,
pro rata on behalf of Banks, a Floating Base Advance under this
Loan Agreement in the amount of such unpaid Matured LC Obligation
(whether or not such amount is less than the minimum Floating
Base Advance or would result in the Total
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Outstandings being greater than the Commitment), and apply the
proceeds of such Floating Base Advance to the payment of such
Matured LC Obligation. Company hereby expressly requests and
irrevocably authorizes Administrative Agent to do all of the
foregoing. The Floating Base Advances used to refinance Matured
LC Obligations shall bear interest as provided in this Loan
Agreement. Company hereby promises to pay, when and as due, all
present and future levies, costs and charges whatsoever imposed,
assessed, levied or collected on, under or in respect of this
Loan Agreement with respect to any Letter of Credit and any
payments of principal, interest or other amounts made on or in
respect of any thereof. Company promises to indemnify Issuing
Bank against, and to reimburse Issuing Bank on demand for, any of
the foregoing levies, costs or charges paid by Issuing Bank and
any loss, liability, claim or expense, including interest,
penalties and legal fees, that Issuing Bank may incur because of
or in connection with the failure of Company to make any such
payment of levies, costs or charges when and as due or any
payment of Matured LC Obligations when and as due.
Company's obligation to reimburse Issuing Bank under this Section
2.05(c) for payments and disbursements made by Issuing Bank under
any Letter of Credit issued pursuant to this Section shall be
absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment
which Company may have or have had against Issuing Bank or any
Bank, including, without limitation, any defense based on the
failure of such demand for payment under such Letter of Credit to
conform to the terms of such Letter of Credit or the legality,
validity, regularity or enforceability of such Letter of Credit.
As among Company on the one hand, and each Issuing Bank and each
Bank, on the other hand, Company assumes all risks of the acts
and omissions of, or misuse of Letters of Credit by the
beneficiary of such Letters of Credit. In furtherance and not in
limitation of the foregoing, no Agent, Issuing Bank nor any Bank
shall be responsible for:
(A) the form, validity, sufficiency, accuracy, genuineness
or legal effect of any document submitted by any Person
in connection with the application for and issuance of
and presentation of drafts with respect to any Letter
of Credit, even if it should prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent
or forged, excepting, however, errors or omissions
found by a final and nonappealable decision of a court
of competent jurisdiction to have resulted from the
gross negligence or willful misconduct of the Issuing
Bank;
(B) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or
assign the Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any
reason;
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(C) the failure of the beneficiary of the Letter of Credit
to comply duly with conditions required in order to
draw upon such Letter of Credit;
(D) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail,
cable, telegraph, telex or otherwise, whether or not
they be in cipher;
(E) errors in interpretation of technical terms;
(F) any loss or delay in the transmission or otherwise of
any document required in order to make a drawing under
any Letter of Credit or of e proceeds thereof;
(G) the misapplication by the beneficiary of the Letter of
Credit of the proceeds of any drawing under such Letter
of Credit; or
(H) any consequences arising from causes beyond the control
of either Agent, Issuing Bank or any Bank,
(ii) Reimbursement by Banks. Issuing Bank irrevocably agrees to grant
----------------------
and hereby grants to each Bank, and, each Bank irrevocably agrees
to accept and purchase and hereby accepts and purchases from
Issuing Bank, on the terms and conditions hereinafter stated, for
such Bank's own account and risk an undivided interest equal to
such Bank's Percentage of Issuing Bank's obligations and rights
under each Letter of Credit issued hereunder and the amount of
each draft paid by Issuing Bank thereunder. In the event that
Company should fail to pay Issuing Bank on demand the amount of
any draft or other request for payment drawn under a Letter of
Credit as provided in Section 2.05(c)(i), each Bank shall, before
2:00 p.m., Fort Worth, Texas time, on the Business Day Issuing
Bank shall have given notice to Banks of Company's failure to so
pay Issuing Bank, pay to Issuing Bank at Issuing Bank's offices,
or at such other office of which Issuing Bank shall have given
Banks written notice, in Dollars and in same day funds, such
Bank's Percentage of the amount of such draft or other request
for payment from Company plus interest on such amount from the
date Issuing Bank shall have paid such draft or request for
payment to the date of such payment by such Bank at the Federal
Funds Rate. Each Bank's obligation to reimburse Issuing Bank
pursuant to the terms of this Section is irrevocable and
unconditional. Whenever, at any time after Issuing Bank has made
payment under any Letter of Credit, and has received from any
Bank its Percentage of such payment in accordance with this
subsection, Issuing Bank receives any payment related to such
Letter of Credit (whether directly from Company or otherwise,
including proceeds of collateral applied thereto by Issuing
Bank), or any payment of interest on account thereof, Issuing
Bank will distribute to such Bank its
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Percentage thereof; provided, however, that in the event that any
such payment received by Issuing Bank shall be required to be
returned by Issuing Bank, such Bank shall return to Issuing Bank
the portion thereof previously distributed by Issuing Bank to it.
Each Bank shall indemnify and hold Issuing Bank harmless from and
against any and all losses, liabilities (including, without
limitation, liabilities for penalties), actions, suits,
judgments, demands, damages, costs and expenses (including,
without limitation, attorneys' fees and expenses) resulting from
any failure on the part of such Bank to provide, or from any
delay in providing, in accordance with this paragraph to Issuing
Bank such Bank's Percentage of the amount of any payment or
disbursement made by Issuing Bank to settle its obligations under
any draft drawn under any Letter of Credit.
(iii) Cash Collateral Upon Event of Default. Upon the occurrence of an
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Event of Default, an amount equal to the amount of the aggregate
contingent liability of Issuing Bank and Banks in connection with
each Letter of Credit then in effect shall be deemed (as between
Banks and Company) to have been paid or disbursed by Issuing Bank
and Banks under such Letter of Credit (notwithstanding that such
amount may not in fact have been so paid or disbursed), and
Company shall be immediately obligated to pay to Administrative
Agent for the pro rata benefit of Banks in accordance with their
respective Percentage, the amount so deemed to have been so paid
or disbursed, which payment shall be made by depositing Cash
Collateral with Administrative Agent in accordance with the
provisions of this Section 2.05(c)(iv).
(iv) Procedures for Depositing and Returning of Cash Collateral. Any
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cash collateral amounts received by Administrative Agent pursuant
to the provisions of Section 2.05(c)(iii) (the "Cash Collateral")
shall be deposited in a separate interest bearing cash collateral
account maintained at the offices of Administrative Agent or
another Bank designated by Administrative Agent under the sole
dominion and control of Administrative Agent and shall be
retained by Administrative Agent for the pro rata benefit of
Banks in accordance with their Percentage of the Loan and LC
Obligations as collateral security for, and Company hereby grants
to Administrative Agent for the benefit of the Banks a security
interest in such Cash Collateral including all interest accruing
thereon and the proceeds thereof to secure, first the payment of
the Obligation of Company under or in connection with its Letters
of Credit, and then the remaining Obligation of Company under and
in connection with this Loan Agreement and the other Loan Papers,
pro rata to each Bank in accordance with its Percentage of the
Loan and all LC Obligations. All Cash Collateral delivered to
Administrative Agent may be applied by Administrative Agent from
time to time against any of Company's reimbursement obligations
with respect to any Letter of Credit as to which a draw is made.
If and to the extent that the Event of Default giving rise to
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the demand for Cash Collateral has been cured to the reasonable
satisfaction of Agents or (a) the Obligation has been fully paid
and satisfied and (b) no Letters of Credit remain outstanding,
Administrative Agent shall promptly return to Company, upon
Company's request therefor, all amounts previously paid to
Administrative Agent pursuant to this Section 2.05(c)(iv) and not
theretofore returned by Administrative Agent to Company or
applied by Administrative Agent to reduce amounts payable by
Company to Banks under or with respect to the Letters of Credit
or other amounts due to Banks or Agents hereunder or under the
other Loan Papers.
(d) Letter of Credit Fees. In consideration of Issuing Bank's issuance of
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any Letter of Credit and each other Bank's agreement to purchase a risk
participation therein, Company agrees to pay to Administrative Agent:
(a) a letter of credit fronting fee for the account of the Issuing
Bank with respect to such Letter of Credit upon issuance of each
Letter of Credit in an amount equal to the greater of (i) $1,250
or (ii) one-eighth of one percent (1/8 of 1%) per annum
calculated on the face amount thereof; and
(b) a letter of credit fee for the account of Banks, to be
distributed to Banks ratably in accordance with their Percentage,
calculated on the face amount of each Letter of Credit in the
amount of the Applicable Margin for a Eurodollar Borrowing,
payable quarterly in arrears and at the expiration or termination
of each Letter of Credit."
2.04. Amendment to Section 3.07. Effective as of the Effective Date,
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Section 3.07 of the Loan Agreement is amended by inserting the phrase "and the
Obligation" after the phrase "The Loan" in the first line of such Section.
2.05. Amendment to Section 7.02. Effective as of the Effective Date,
-------------------------
Section 7.02 of the Loan Agreement is amended by (a) inserting the phrase "and
the obligation of the Issuing Bank to issue any Letter of Credit" after the
phrase "(including the Initial Advance)" in the second line of such Section, (b)
deleting the phrase "making such Advance" wherever such phrase appears in
Section 7.02(a), (c) and (d) of the Loan Agreement and substituting the phrase
"making such Advance or issuing such Letter of Credit" is therefor and (c)
deleting the phrase "date of such Advance" as it appears in Section 7.02(b) of
the Loan Agreement and substituting the phrase "date of such Advance or issuance
of such Letter of Credit" therefor.
2.06. Amendment to Section 9.01. Effective as of the Effective Date, sub-
--------------------------
clause (xi) of Section 9.01 of the Loan Agreement is amended by inserting the
phrase "Indebtedness arising under the letters of credit referred to in sub-
clause (i) of Section 9.14 hereof and" at the beginning of such sub-clause.
2.07. Amendment to Section 10.01(a). Effective as of the Effective Date,
-----------------------------
Section 10.01(a) is amended by inserting the phrase "or Company shall fail to
pay within one (1)
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Business Day after receipt of notice from an Issuing Bank any reimbursement
obligation with respect to any Letter of Credit" at the conclusion of such
Section.
2.08. Amendment to Section 13.04(b). Effective as of the Effective Date,
-----------------------------
Section 13.04(b) is amended by inserting the phrase "OR ISSUANCE OF LETTERS OF
CREDIT" after the phrase "PROCEEDS OF LOANS" in the eleventh line of such
Section.
2.09. Amendment to Sections 13.10. Effective as of the Effective Date,
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Section 13.10 of the Loan Agreement is amended by inserting the phrase "and
repayment of Company's obligations for reimbursement of Matured LC Obligations"
after the phrase "repayment of the Notes" in the second line of such Section.
2.10. Amendment to Section 13.15(b). Effective as of the Effective Date,
-----------------------------
Section 13.15(b) is amended by inserting the phrase "or LC Obligations" at the
end of the first sentence of such Section.
ARTICLE III
Condition Precedent
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3.01. Counterparts; Conditions to Effectiveness. This instrument shall
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become effective (and the Loan Agreement shall be amended with the amendments
referred to herein) as of the Effective Date when Administrative Agent shall
have received a duly executed counterpart hereof signed by Company and Majority
Banks (or, in the case of any Bank included within Majority Banks as to which an
executed counterpart shall not have been received, Administrative Agent shall
have received telegraphic, telex or other written confirmation from such party
of execution of a counterpart hereof by such Bank).
ARTICLE IV
Ratifications, Representations and Warranties
---------------------------------------------
4.01. Ratifications. The terms and provisions set forth herein shall
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modify and supersede all inconsistent terms and provisions set forth in the Loan
Agreement immediately before giving effect hereto and the other Loan Papers,
and, except as expressly modified, amended, and superseded herein, 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, as amended hereby, and the other Loan Papers 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 the Loan Agreement as amended hereby 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
9
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
Ratifications by Guarantors
---------------------------
5.01. Ratification by Guarantors. Arkoma Holding, CT Operating, CT
--------------------------
Trading and the Gas Marketing Subsidiaries (collectively, the "Guarantors")
hereby acknowledge and agree to the terms hereof and hereby ratify and reaffirm
all of their respective obligations under their unconditional guaranties of the
Loan and Obligation (the "Guaranties"). Guarantors also hereby agree that
nothing in this Amendment shall adversely affect any right or remedy of Banks
under the Guaranties and that the execution and delivery of this Amendment shall
in no way change or modify their respective obligations as guarantor under the
Guaranties. Although the Guarantors have been informed by Company of the
matters set forth in this Amendment and the Guarantors have acknowledged and
agreed to the same, the Guarantors understand that Banks have no duty to notify
Guarantors or to seek Guarantors' acknowledgment or agreement, and nothing
contained herein shall create such a duty as to any transaction hereafter.
ARTICLE VI
Miscellaneous Provisions
------------------------
6.01. Reference to Loan Agreement. The other Loan Papers, and any and all
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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.
6.02. 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 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.
6.03. Counterparts. This instrument 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.
6.04. Headings. The headings, captions, and arrangements used herein are
--------
for convenience only and shall not affect the interpretation of this instrument.
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6.05. Applicable Law. THE LOAN AGREEMENT AS AMENDED HEREBY AND ALL OTHER
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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.
6.06. Final Agreement. THE LOAN AGREEMENT AS AMENDED HEREBY AND THE OTHER
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LOAN PAPERS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE EFFECTIVE DATE THIS
AMENDMENT IS EXECUTED. THE LOAN AGREEMENT AS AMENDED HEREBY 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 THE LOAN AGREEMENT OR THE OTHER
LOANS PAPERS SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY COMPANY AND
EITHER BANKS OR MAJORITY BANKS, AS PROVIDED IN THE LOAN AGREEMENT.
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
-----------------------------------------
▇▇▇▇ O'Rear, Vice President and Treasurer
GUARANTORS:
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ARKOMA HOLDING LLC,
a Texas limited liability company
By: ▇▇▇▇ O'REAR
-----------------------------------------
▇▇▇▇ O'Rear, Vice President and Treasurer
CROSS TIMBERS OPERATING COMPANY,
a Texas corporation
By: ▇▇▇▇ O'REAR
-----------------------------------------
▇▇▇▇ O'Rear, Vice President and Treasurer
CROSS TIMBERS TRADING COMPANY,
a Texas corporation
By: ▇▇▇▇ O'REAR
-----------------------------------------
▇▇▇▇ O'Rear, Vice President and Treasurer
RINGWOOD GATHERING COMPANY,
a Delaware corporation
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
and Treasurer
CROSS TIMBERS ENERGY SERVICES, INC., a Texas
corporation,
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
and Treasurer
TIMBERLAND GATHERING & PROCESSING COMPANY, INC., a
Texas corporation
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
and Treasurer
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BANKS:
-----
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Vice President
BANK OF AMERICA, N.A.
By: J. ▇▇▇▇▇ ▇▇▇▇▇▇
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J. ▇▇▇▇▇ ▇▇▇▇▇▇, Managing Director
CHASE BANK OF TEXAS, N.A.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Managing Director
FLEET NATIONAL BANK
By: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
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Title: Division Executive
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ABN-AMRO BANK N.V., HOUSTON AGENCY
By: ABN-AMRO NORTH AMERICA, INC.
By: ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
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By: ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
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Title: Assistant Vice President
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BANK ONE, TEXAS, N.A.
By: ▇.▇. ▇▇▇▇▇▇▇
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▇.▇. (▇▇▇▇) ▇▇▇▇▇▇▇, Vice President
13
BNP PARIBAS
(successor by merger to Paribas)
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Managing Director
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By: A. ▇▇▇▇▇ ▇▇▇▇
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Name: A. ▇▇▇▇▇ ▇▇▇▇
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Title: Vice President
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FIRST UNION NATIONAL BANK
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior 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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THE BANK OF NOVA SCOTIA
By: F.C.H. ▇▇▇▇▇
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Name: F.C.H. ▇▇▇▇▇
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Title: Loan Operations
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BANK OF SCOTLAND
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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COMERICA BANK-TEXAS
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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14
CREDIT LYONNAIS NEW YORK BRANCH
By: PASCAL POUPELLE
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Name: Pascal Poupelle
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Title: President & Chief Operating Officer
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FORTIS CAPITAL CORP.
(f/k/a MeesPierson Capital Corp.)
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Managing Director
NATEXIS Banque
By: ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇
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Title: Senior Vice President & Regional Manager
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By: N. ▇▇▇▇ ▇▇▇▇▇▇
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Name: N. ▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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U.S. BANK NATIONAL ASSOCIATION
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
▇▇▇▇▇ FARGO BANK (TEXAS), N.A.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
CREDIT AGRICOLE INDOSUEZ
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President & Senior Relationship Mgr
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By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Assistant Vice President
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15
FUJI BANK, LTD.
By: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Senior Vice President & Manager
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INDUSTRIAL BANK OF JAPAN, LIMITED
By: RYUSUKE AYA
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Name: Ryusuke Aya
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Title: Senior Vice President, Houston Office
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THE SANWA BANK LIMITED
By: C. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: C. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Senior Vice President
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FROST NATIONAL BANK
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
16