EXHIBIT 10(m)
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT dated as of January 23, 1995 among THE
LOUISIANA LAND AND EXPLORATION COMPANY (the "Borrower"), the BANKS
listed on the signature pages hereof (the "Banks") and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into
an Amended and Restated Credit Agreement dated as of August 19,
1994 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement
as provided below.
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 Agreement shall have the meaning assigned to such term in
the Agreement. Each reference to "hereof", "hereunder", "herein"
and "hereby" and each other similar reference and each reference to
"this Agreement" and each other similar reference contained in the
Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Amendment to Section 5.15. Section 5.15 of
the Agreement is amended by the addition of the following language
at the end thereof: "minus (iii) an amount equal to the lesser of
(x) the net after tax amount of non-cash write downs of long term
assets by the Borrower for the year ended December 31, 1994 and (y)
$225,000,000".
SECTION 3 Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State
of New York.
SECTION 4. Counterparts; Effectiveness. This Amendment
may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. This Amendment shall become
effective as of the date hereof when the Agent shall have received
duly executed counterparts hereof signed by the Borrower and the
Required Banks (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).
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
THE LOUISIANA LAND AND
EXPLORATION COMPANY
By /s/ Louis Raspino
Title: Treasurer
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ John Kowalczuk
Title: Vice President
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By /s/ Scott Richardson
Title: Vice President
NATIONSBANK OF TEXAS, N.A.
By /s/ Paul A. Squires
Title: Senior Vice President
ABN AMRO BANK, N.V.
By /s/ David Wright
Title: Vice President
By /s/ C. Randall
Title: Group Vice President
BANK OF MONTREAL
By /s/ Shana L. Sloan
Title: Director
THE BANK OF NEW YORK
By /s/ Dennis M. Pidherny
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ F.C.H. Ashby
Title: Senior Manager Loan
Operations
BANQUE PARIBAS HOUSTON AGENCY
By /s/ Bart Schouest
Title: Group Vice President
By /s/ Patrick J. Milon
Title: Svp.-Deputy General
Manager
BARCLAYS BANK PLC
By /s/ John G. Sullivan
Title: Associate Director
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By /s/ Xavier Ratouis
Title: Authorized Signature
THE FIRST NATIONAL BANK OF BOSTON
By /s/ Michael Kane
Title: Managing Director
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Susan Hodge
Title: Vice President
FIRST NATIONAL BANK OF COMMERCE
By /s/ Cory B. Armand
Title: Assistant Vice President
HIBERNIA NATIONAL BANK
By /s/ Colleen S. Smith
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN
LIMITED NEW YORK BRANCH
By /s/ Makoto Fukuda
Title: Joint General Manager
MEESPIERSON N.V.
By /s/ T.J. Meulemeester
Title: Senior Vice President
By /s/ Ir. D. van der Klaauw
Title: Senior Account Manager
MELLON BANK, N.A.
By /s/ Jacquelyn S. Peters
Title: Vice President
MIDLAND BANK PLC
NEW YORK BRANCH
By /s/ G. B. Jansen
Title: Director
NBD BANK, N.A.
By /s/ George R. Schanz
Title: Vice President
ROYAL BANK OF CANADA
By /s/ Gil J. Bernard
Title: Senior Manager
SOCIETE GENERALE, SOUTHWEST AGENCY
By /s/ James R. Shelton
Title: Vice President
TORONTO-DOMINION (TEXAS), INC.
By /s/ Diane Bailey
Title: Vice President
UNION BANK OF SWITZERLAND,
HOUSTON AGENCY
By /s/ Dan Boyle
Title: Vice President
By /s/ Evans Swann
Title: Managing Director
WACHOVIA BANK OF GEORGIA, N.A.
By /s/ Linda M. Harris
Title: Senior Vice President
WHITNEY NATIONAL BANK
By /s/ Robert Browning
Title: Senior Vice President
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/ John Kowalczuk
Title: Vice President