Exhibit 10.32
FIRST AMENDMENT
TO
AMENDED AND RESTATED
CREDIT AGREEMENT
AMONG
ALAMCO, INC.,
ALAMCO-DELAWARE, INC.,
AND
BANK ONE, TEXAS, NATIONAL ASSOCIATION
EFFECTIVE AS OF FEBRUARY 1, 1997
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . .
1.1 Terms Defined Above . . . . . . . . . . . . . . . . . . . . .
1.2 Terms Defined in Agreement . . . . . . . . . . . . . . . . . .
1.3 References . . . . . . . . . . . . . . . . . . . . . . . . . .
1.4 Articles and Sections . . . . . . . . . . . . . . . . . . . .
1.5 Number and Gender . . . . . . . . . . . . . . . . . . . . . .
ARTICLE II AMENDMENT OF AGREEMENT . . . . . . . . . . . . . . . . . . . .
2.1 Amendment of Section 1.02 . . . . . . . . . . . . . . . . . .
2.2 Amendment of Section 2.4 . . . . . . . . . . . . . . . . . . .
2.3 Amendment of Section 2.5 . . . . . . . . . . . . . . . . . . .
2.4 Amendment of Section 2.9 . . . . . . . . . . . . . . . . . . .
2.5 Addition of Section 2.19 . . . . . . . . . . . . . . . . . . .
2.6 Addition of Section 2.20 . . . . . . . . . . . . . . . . . . .
2.7 Addition of Exhibit IV . . . . . . . . . . . . . . . . . . . .
ARTICLE III CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .
3.1 Receipt of Documents and Other Items . . . . . . . . . . . . .
3.2 Accuracy of Representations and Warranties . . . . . . . . . .
3.3 Matters Satisfactory to Lender . . . . . . . . . . . . . . . .
ARTICLE IV REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . .
ARTICLE V RATIFICATION . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE VI MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . .
6.1 Scope of Amendment . . . . . . . . . . . . . . . . . . . . . .
6.2 Agreement as Amended . . . . . . . . . . . . . . . . . . . . .
6.3 Successors and Assigns; Rights of Third Parties . . . . . . .
6.4 Further Assurances . . . . . . . . . . . . . . . . . . . . . .
6.5 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . .
6.6 ENTIRE AGREEMENT; NO ORAL AGREEMENTS . . . . . . . . . . . . .
6.7 JURISDICTION AND VENUE . . . . . . . . . . . . . . . . . . . .
6.8 WAIVER OF RIGHTS TO JURY TRIAL . . . . . . . . . . . . . . . .
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"First Amendment") is made and entered into effective as of February 1, 1997, by
and among ALAMCO, INC., a Delaware corporation ("Alamco"), ALAMCO-DELAWARE,
INC., a Delaware corporation ("Aladel;" with Alamco collectively, the
"Borrower") and BANK ONE, TEXAS, NATIONAL ASSOCIATION, a national banking
association (the "Lender").
W I T N E S E T H:
WHEREAS, the above named parties did execute and exchange
counterparts of the Amended and Restated Credit Agreement dated October 1, 1995
(the "Agreement"), pursuant to which the Lender has extended credit to the
Borrower; and
WHEREAS, the parties to the Agreement desire to amend the Agreement
in the particulars hereinafter set forth;
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth in this First Amendment and the Agreement,
the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
1.1 Terms Defined Above. As used herein, each of the terms
"Agreement," "Alamco," "Aladel," "Borrower," "First Amendment," and "Lender"
shall have the meaning assigned to such term hereinabove.
1.2 Terms Defined in Agreement. As used herein, each term defined
in the Agreement shall have the meaning assigned to such term in the Agreement,
unless expressly provided herein to the contrary.
1.3 References. References in this First Amendment to Article or
Section numbers shall be to Articles and Sections of this First Amendment,
unless expressly stated to the contrary. References in this First Amendment to
"hereby," "herein," "hereinafter," "hereinabove," "hereinbelow," "hereof," and
"hereunder" shall be to this First Amendment in its entirety and not only to the
particular Article or Section in which such reference appears.
1.4 Articles and Sections. This First Amendment, for convenience
only, has been divided into Articles and Sections and it is understood that the
rights, powers, privileges, duties, and other legal relations of the parties
hereto shall be determined from this First Amendment as an entirety and without
regard to such division into Articles and Sections and without regard to
headings prefixed to such Articles and Sections.
1.5 Number and Gender. Whenever the context requires, reference
herein made to the single number shall be understood to include the plural and
likewise the plural shall be understood to include the singular. Words denoting
sex shall be construed to include the masculine, feminine and neuter, when such
construction is appropriate, and specific enumeration shall not exclude the
general, but shall be construed as cumulative. Definitions of terms defined in
the singular and plural shall be equally applicable to the plural or singular,
as the case may be.
ARTICLE II
AMENDMENT OF AGREEMENT
Each of the Borrowers and the Lender hereby amend the Agreement in
the following particulars, effective as of and after the effective date of this
First Amendment, with terms defined above being incorporated into the Agreement:
2.1 Amendment of Section 1.02. Section 1.02 of the Agreement is
hereby amended as follows:
The following definitions are added to read as follows:
"Adjusted LIBO Rate" shall mean, for any LIBO Rate
Loan, an interest rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) determined by the
Lender to be equal to the sum of the LIBO Rate for such
Loan plus the Applicable Margin, but in no event
exceeding the Highest Lawful Rate.
"Applicable Margin" shall mean as to each LIBO
Rate Loan, two percent (2%).
"Borrowing Request" shall mean each written
request, in substantially the form attached hereto as
Exhibit IV, by the Borrower to the Lender for a
borrowing, conversion, or prepayment pursuant to
Sections 2.1 or 2.9, each of which shall:
(a) be signed by a Responsible Officer of the
Borrower;
(b) specify the amount and type of Loan
requested, and, as applicable, the Loan to be converted
or prepaid and the date of the borrowing, conversion, or
prepayment (which shall be a Business Day);
(c) when requesting a Floating Rate Loan, be
delivered to the Lender no later than 10:00 a.m.,
Central Standard or Daylight Savings Time, as the case
may be, on the Business Day prior to the requested
borrowing, conversion, or prepayment;
(d) when requesting a LIBO Rate Loan, be delivered
to the Lender no later than 10:00 a.m., Central Standard
or Daylight Savings Time, as the case may be, two
Business Days preceding the requested borrowing,
conversion, or prepayment and designate the Interest
Period requested with respect to such Loan.
"Fixed Rate Loan" shall mean any LIBO Rate Loan.
"Floating Rate Loan" shall mean any Loan and any
portion of the Loan Balance which the Borrower has
requested, in the initial Borrowing Request for such
Loan or a subsequent Borrowing Request for such portion
of the Loan Balance, bearing interest at the Floating
Rate, or which pursuant to the terms hereof is otherwise
required to bear interest at the Floating Rate.
"Interest Period" shall mean, subject to the
limitations set forth in Section 2.20, with respect to
any LIBO Rate Loan, a period commencing on the date such
Loan is made or converted from a Loan of another type
pursuant to this Agreement or the last day of the next
preceding Interest Period with respect to such Loan and
ending on the numerically corresponding day in the
calendar month that is one, two, three, or, subject to
availability, six months thereafter, as the Borrower may
request in the Borrowing Request for such Loan.
"LIBO Rate" shall mean, with respect to any
Interest Period for any LIBO Rate Loan, the lesser of
(a) the rate per annum (rounded upwards, if necessary,
to the nearest 1/16 of 1%) equal to the average of the
offered quotations appearing on Telerate Page 3750 (or
if such Telerate Page shall not be available, any
successor or similar service selected by the Lender and
the Borrower) as of approximately 11:00 a.m., Central
Standard or Daylight Savings Time, as the case may be,
on the day two Business Days prior to the first day of
such Interest Period for Dollar deposits in an amount
comparable to the principal amount of such LIBO Rate
Loan and having a term comparable to the Interest Period
for such LIBO Rate Loan, or (b) the Highest Lawful Rate.
If neither such Telerate Page 3750 nor any successor or
similar service is available, the term "LIBO Rate" shall
mean, with respect to any Interest Period for any LIBO
Rate Loan, the lesser of (a) the rate per annum (rounded
upwards if necessary, to the nearest 1/16 of 1%) quoted
by the Lender at approximately 11:00 a.m., London time
(or as soon thereafter as practicable) two Business Days
prior to the first day of the Interest Period for such
LIBO Rate Loan for the offering by the Lender to leading
banks in the London interbank market of Dollar deposits
in an amount comparable to the principal amount of such
LIBO Rate Loan and having a term comparable to the
Interest Period for such LIBO Rate Loan, or (b) the
Highest Lawful Rate.
"LIBO Rate Loan" shall mean any Loan and any
portion of the Loan Balance which the Borrower has
requested, in the initial Borrowing Request for such
Loan or a subsequent Borrowing Request for such portion
of the Loan Balance, bearing interest at the Adjusted
LIBO Rate and which is permitted by the terms hereof to
bear interest at the Adjusted LIBO Rate.
(b) The following definitions are amended to read as
follows:
"Business Day" shall mean (a) for all purposes
other than as covered by clause (b) of this definition,
a day other than a Saturday, Sunday, legal holiday for
commercial banks under the laws of the State of Texas,
or any other day when banking is suspended in the State
of Texas, and (b) with respect to all requests, notices,
and determinations in connection with, and payments of
principal and interest on, LIBO Rate Loans, a day which
is a Business Day described in clause (a) of this
definition and which is a day for trading by and between
banks for Dollar deposits in the London interbank
market.
"Floating Rate" shall mean an interest rate per
annum equal to the Base Rate from time to time in
effect.
2.2 Amendment of Section 2.4. Section 2.4 of the Agreement is
hereby amended to read as follows:
"2.4 Interest. Subject to the terms of this Agreement
(including, without limitation, Section 2.16), interest on the Loans
shall accrue and be payable at a rate per annum equal to the
Floating Rate for each Floating Rate Loan and the Adjusted LIBO Rate
for each LIBO Rate Loan. Interest on all Floating Rate Loans shall
be computed on the basis of a year of 360 days and actual days
elapsed (including the first day but excluding the last day) during
the period for which payable. Interest on all LIBO Rate Loans shall
be computed on the basis of a year of 360 days, and actual days
elapsed (including the first day but excluding the last day) during
the period for which payable. Notwithstanding the foregoing,
interest on past-due principal and, to the extent permitted by
applicable law, past-due interest, shall accrue at the Default Rate,
computed on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed (including the first day but excluding
the last day) during the period for which payable, and shall be
payable upon demand by the Lender at any time as to all or any
portion of such interest. In the event that the Borrower fails to
select the duration of any Interest Period for any Fixed Rate Loan
within the time period and otherwise as provided herein, such Loan
(if outstanding as a Fixed Rate Loan) will be automatically
converted into a Floating Rate Loan on the last day of the then
current Interest Period for such Loan or (if outstanding as a
Floating Rate Loan) will remain as, or (if not then outstanding)
will be made as, a Floating Rate Loan. Interest provided for herein
shall be calculated on unpaid sums actually advanced and outstanding
pursuant to the terms of this Agreement and only for the period from
the date or dates of such advances until repayment.
2.3 Amendment of Section 2.5. Section 2.5 of the Agreement is
hereby amended to read as follows:
"2.5 Repayment of Loans and Interest. Accrued and unpaid
interest on each outstanding Floating Rate Loan shall be due and
payable monthly commencing on the first Business Day of March, 1997,
and continuing on the first day of each calendar month thereafter
while any Floating Rate Loan remains outstanding, the payment in
each instance to be the amount of interest which has accrued and
remains unpaid in respect of the relevant Loan. Accrued and unpaid
interest on each outstanding Fixed Rate Loan shall be due and
payable on the last day of the Interest Period for such Fixed Rate
Loan and, in the case of any Interest Period in excess of three
months, on the day of the third calendar month following the
commencement of such Interest Period corresponding to the day of the
calendar month on which such Interest Period commenced, the payment
in each instance to be the amount of interest which has accrued and
remains unpaid in respect of the relevant Loan. The Loan Balance,
together with all accrued and unpaid interest thereon, shall be due
and payable at the Drawdown Termination Date. At the time of making
each payment hereunder or under the Note, the Borrower shall specify
to the Lender the Loans or other amounts payable by the Borrower
hereunder to which such payment is to be applied. In the event the
Borrower fails to so specify, or if an Event of Default has occurred
and is continuing, the Lender may apply such payment as it may elect
in its sole discretion."
2.4 Amendment of Section 2.9. Section 2.9 of the Agreement is
hereby amended to read as follows:
"2.9 Voluntary Prepayments and Conversions of Loans.
Subject to applicable provisions of this Agreement, the Borrower
shall have the right at any time or from time to time to prepay
Loans and to convert Loans of one type or with one Interest Period
into Loans of another type or with a different Interest Period;
provided, however, that (a) the Borrower shall give the Lender
notice of each such prepayment or conversion of all or any portion
of a Fixed Rate Loan no less than two Business Days prior to
prepayment or conversion, (b) any Fixed Rate Loan may be prepaid or
converted only on the last day of an Interest Period for such Loan,
(c) the Borrower shall pay all accrued and unpaid interest on the
amounts prepaid or converted, and (d) no such prepayment or
conversion shall serve to postpone the repayment when due of any
Obligation.
2.5 Addition of Section 2.19. Section 2.19 shall be added to the
Agreement as follows:
"2.19 Limitation on Types of Loans. Anything herein to the
contrary notwithstanding, no more than two separate Loans shall be
outstanding at any one time, with, for purposes of this Section, all
Floating Rate Loans constituting one Loan, and all LIBO Rate Loans
for the same Interest Period constituting one Loan. Anything herein
to the contrary notwithstanding, if, on or prior to the
determination of any interest rate for any LIBO Rate Loan for any
Interest Period therefor:
(a) the Lender determines (which determination
shall be conclusive) that quotations of interest rates
for the deposits referred to in the definition of "LIBO
Rate" in Section 1.2 are not being provided in the
relevant amounts or for the relevant maturities for
purposes of determining the rate of interest for such
Loan as provided in this Agreement; or
(b) the Lender determines (which determination
shall be conclusive) that the rates of interest referred
to in the definition of "LIBO Rate" in Section 1.2 upon
the basis of which the rate of interest for such Loan
for such Interest Period is to be determined do not
accurately reflect the cost to the Lender of making or
maintaining such Loan for such Interest Period,
then the Lender shall give the Borrower prompt notice
thereof; and so long as such condition remains in
effect, the Lender shall be under no obligation to make
LIBO Rate Loans or to convert Loans of any other type
into LIBO Rate Loans, and the Borrower shall, on the
last day of the then current Interest Period for each
outstanding LIBO Rate Loan, either prepay such LIBO Rate
Loan or convert such Loan into another type of Loan in
accordance with Section 2.9. Before giving such notice
pursuant to this Section, the Lender will designate a
different available Applicable Lending Office for LIBO
Rate Loans or take such other action as the Borrower may
request if such designation or action will avoid the
need to suspend the obligation of the Lender to make
LIBO Rate Loans hereunder and will not, in the opinion
of the Lender, be disadvantageous to the Lender."
2.6 Addition of Section 2.20. Section 2.20 shall be added
to the Agreement as follows:
"2.20 Limitations on Interest Periods. Each
Interest Period selected by the Borrower (a) which
commences on the last Business Day of a calendar month
(or, with respect to any LIBO Rate Loan, any day for
which there is no numerically corresponding day in the
appropriate subsequent calendar month) shall end on the
last Business Day of the appropriate subsequent calendar
month, (b) which would otherwise end on a day which is
not a Business Day shall end on the next succeeding
Business Day (or, if such next succeeding Business Day
falls in the next succeeding calendar month, on the next
preceding Business Day), (c) which would otherwise
commence before and end after Final Maturity shall end
on the Drawdown Termination Date, and (d) shall have a
duration of not less than one month as to any LIBO Rate
Loan, and, if any Interest Period would otherwise be a
shorter period, the relevant Loan shall be a Floating
Rate Loan during such period."
2.7 Addition of Exhibit IV. Exhibit IV shall be added to the
Agreement as set forth as an exhibit to this Agreement.
ARTICLE III
CONDITIONS
The obligation of the Lender to amend the Credit Agreement as
provided herein is subject to the fulfillment of the following conditions
precedent:
3.1 Receipt of Documents and Other Items. The Lender shall have
received, reviewed, and approved the following documents and other items,
appropriately executed when necessary and in form and substance satisfactory to
the Lender:
(a) multiple counterparts of this Amendment executed by the
Borrowers, as requested by the Lender;
(b) a Notice of Final Agreement; and
(c) such other agreements, documents, items, instruments,
opinions, certificates, waivers, consents, and evidence as the
Lender may reasonably request.
3.2 Accuracy of Representations and Warranties. The
representations and warranties contained in Article IV of the Credit Agreement
and in any other Loan Document shall be true and correct, except as affected by
the transactions contemplated in the Credit Agreement and this Amendment.
3.3 Matters Satisfactory to Lender. All matters incident to the
consummation of the transactions contemplated hereby shall be satisfactory to
the Lender.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Each of the Borrowers hereby expressly remakes, in favor of the
Lender, all of the representations and warranties set forth in Article IV of the
Agreement, as amended hereby, and in any other Loan Document, and represents and
warrants that all such representations and warranties remain true and
unbreached, except as affected by the transactions contemplated in the Agreement
and this First Amendment and except for such representations and warranties
which may be limited to the date made.
ARTICLE V
RATIFICATION
Each of the parties hereto does hereby adopt, ratify, and confirm
the Agreement and each other Loan Document to which it is a party, in all things
in accordance with the terms and provisions thereof, as amended by this First
Amendment.
ARTICLE VI
MISCELLANEOUS
6.1 Scope of Amendment. The scope of this First Amendment is
expressly limited to the matters addressed herein and this First Amendment shall
not operate as a waiver of any past, present, or future breach, Default, or
Event of Default under the Agreement, except to the extent, if any, that any
such breach, Default, or Event of Default is remedied by the effect of this
First Amendment.
6.2 Agreement as Amended. All references to the Agreement in any
document heretofore or hereafter executed in connection with the transactions
contemplated in the Agreement shall be deemed to refer to the Agreement as
amended by this First Amendment.
6.3 Successors and Assigns; Rights of Third Parties. All
covenants and agreements by each of the Borrowers in this First Amendment shall
be binding upon such Borrower and its legal representatives, successors, and
assigns and shall inure to the benefit of the Lender and its legal
representatives, successors, and assigns. All provisions of this First
Amendment, the Agreement, and the other Loan Documents are imposed solely and
exclusively for the benefit of each of the Borrowers and the Lender. No other
Person shall have standing to require satisfaction of such provisions in
accordance with their terms, and any or all of such provisions may be freely
waived in whole or in part by the Lender at any time if in its sole discretion
it deems it advisable to do so.
6.4 Further Assurances. Each of the Borrowers shall execute,
acknowledge, and deliver, at any time as requested by the Lender, such other
documents and instruments as the Lender shall deem necessary in its sole
discretion to fulfill the terms of the Agreement, as amended hereby, including,
without limitation, modifications of and amendments to any of the Loan
Documents.
6.5 GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF TEXAS (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF
RELATING TO CONFLICTS OF LAW).
6.6 ENTIRE AGREEMENT; NO ORAL AGREEMENTS. THIS FIRST AMENDMENT
CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT HEREOF AND SUPERSEDES ANY PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL,
BETWEEN SUCH PARTIES REGARDING THE SUBJECT HEREOF. FURTHERMORE IN THIS REGARD,
THIS WRITTEN FIRST AMENDMENT, THE AGREEMENT, AND THE OTHER WRITTEN LOAN
DOCUMENTS REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES THERETO
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
THE PARTIES.
6.7 JURISDICTION AND VENUE. ALL ACTIONS OR PROCEEDINGS WITH
RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED
TO OR FROM THIS FIRST AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT MAY
BE LITIGATED, AT THE SOLE DISCRETION AND ELECTION OF THE LENDER, IN COURTS
HAVING SITUS IN HARRIS COUNTY, TEXAS. EACH OF THE BORROWERS HEREBY SUBMITS TO
THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN HOUSTON, HARRIS
COUNTY, TEXAS AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO TRANSFER OR CHANGE THE
JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST IT BY THE LENDER IN
ACCORDANCE WITH THIS SECTION.
6.8 WAIVER OF RIGHTS TO JURY TRIAL. EACH OF THE BORROWERS AND THE
LENDER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND
UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT,
PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT RELATES TO OR ARISES OUT OF
THIS FIRST AMENDMENT. THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT
FOR THE LENDER ENTERING INTO THIS FIRST AMENDMENT.
Executed effective as of the 1st day of February, 1997.
ALAMCO, INC.
By: /s/ John L. Schwager
------------------------------
John L. Schwager
President and Chief Executive
Officer
ALAMCO-DELAWARE, INC.
I.
By: /s/ John L. Schwager
--------------------------
John L. Schwager
President and Chief Executive
Officer
BANK ONE, TEXAS, NATIONAL
ASSOCIATION
By: /s/ Christine M. Macan
---------------------------
Christine M. Macan
Vice-President
II. EXHIBIT IV
(FORM OF BORROWING REQUEST)
Bank One, Texas, National Association
910 Travis
Houston, Texas 77002-5860
Attention: Energy Group, 6th Floor
Re: Amended and Restated Credit Agreement dated as of October 1,
1995, by and between Bank One, Texas, National Association
and Alamco, Inc. and Alamco-Delaware, Inc. (as amended,
restated, or supplemented from time to time, the "Credit
Agreement")
Ladies and Gentlemen:
Pursuant to the Credit Agreement, the Borrower hereby makes the
requests indicated below:
/ / 1. Loans
(a) Amount of new Loan: $---------------
(b) Requested funding date: ---------- , 19---
(c) $---------------- of such Loan is to be a Floating Rate Loan; and
$---------------- of such Loan is to be a ADJUSTED LIBO Rate Loan.
(d) Requested Interest Period for ADJUSTED LIBO Rate Loan: ------
month(s).
/ / 2. Continuation or conversion of ADJUSTED LIBO Rate Loan maturing on --
----:
(a) Amount to be continued as a ADJUSTED LIBO Rate Loan is $-----------
------, with an Interest Period of ------ month(s);
(b) Amount to be converted to a Floating Rate Loan is $-----------
---------; and
/ / 3. Conversion of Floating Rate Loan:
(a) Requested conversion date: ---------------, 19----.
(b) Amount to be converted to a ADJUSTED LIBO Rate Loan is $-----------
, with an Interest Period of ------- month(s).
The undersigned certifies that (s)he is the (-----------) of the
Borrower, has obtained all consents necessary, and as such (s)he is authorized
to execute this request on behalf of the Borrower. The undersigned further
certifies, represents, and warrants on behalf of the Borrower that the Borrower
is entitled to receive the requested borrowing, continuation, or conversion
under the terms and conditions of the Credit Agreement.
III. Each capitalized term used but not defined herein shall have the
meaning assigned to such term in the Credit Agreement.
Very truly yours,
ALAMCO, INC.
By: /s/ John L. Schwager
---------------------------------
John L. Schwager
President and Chief Executive
Officer
ALAMCO-DELAWARE, INC.
By: /s/ John L. Schwager
--------------------------------
John L. Schwager
President and Chief Executive
Officer