EXECUTION COPY
THIRD AMENDMENT dated as of March 2, 1998
(this "Amendment"), among UNION PACIFIC RESOURCES
GROUP INC., a Utah corporation (the "Borrower"), the
undersigned financial institutions party to the
Credit Agreement referred to below (the "Banks"),
CHASE BANK OF TEXAS, N.A., as administrative agent
for the Banks (in such capacity, the "Administrative
Agent"), THE CHASE MANHATTAN BANK, as auction
administration agent (in such capacity, the "Auction
Administration Agent"), BANK OF AMERICA NT&SA, as
documentation agent (in such capacity, the
"Documentation Agent") and NATIONSBANK OF TEXAS,
N.A., as syndication agent (in such capacity, the
"Syndication Agent").
A. Reference is made to the Competitive Advance/Revolving
Credit Agreement dated as of April 16, 1996, as amended (the "Credit
Agreement"), among the Borrower, the Banks, the Administrative Agent, the
Auction Administration Agent, the Documentation Agent and the Syndication Agent.
Capitalized terms used but not otherwise defined herein have the meanings
assigned to them in the Credit Agreement.
B. The Borrower has requested that the Banks amend certain
provisions of the Credit Agreement. The Banks are willing to do so, subject to
the terms and conditions of this Amendment.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment to Article I. (a) The
following amendments are made to the definitions contained
in Article I of the Credit Agreement:
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(i) The definition of "Applicable Margin" is hereby amended
by (A) replacing the reference to "Category 5" with "Category 6" in
clause (i) thereof, (B) replacing Category 5 in its entirety as set
forth below and (C) inserting the following Category 6:
Applicable Applicable
Margin for Margin for
Adjusted Eurodollar Applicable
CD Rate Rate Margin for
Contract Contract Facility
Ratings Borrowings Borrowings Fees
Category 5
BBB by S&P;
.35% .225% .15%
Baa2 by Moody's
Category 6
Lower than BBB by .425% .30% .15%
S&P;
Lower than Baa2 by
Moody's
(ii) The definition of "Existing Credit Agreements" is hereby
replaced in its entirety with the following: "Existing Credit
Agreements" means collectively (a) the 364 Day Competitive
Advance/Revolving Credit Agreement, dated as of November 25, 1997 (as
amended, extended, renewed or restated from time to time), among the
Borrower, Texas Commerce Bank National Association, as administrative
agent, The Chase Manhattan Bank, as auction administration agent, Bank
of America NT&SA, as documentation agent, NationsBank of Texas, N.A.,
as syndication agent and the banks party thereto and (b) the 364 Day
Competitive Advance/Revolving Credit Agreement (as amended, extended,
renewed or restated from time to time), to be entered into in March
1998 among the Borrower, The Chase Manhattan Bank, as administrative
agent, Bank of Montreal, as syndication agent and the banks party
thereto.
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(b) The following new definitions are hereby added to Article I of the
Credit Agreement in their proper alphabetical order:
(i) "Acquisition Subsidiary" means Union Pacific Resources
Inc., a Canadian corporation and wholly owned Subsidiary of the
Borrower.
(ii) "Designated Subsidiary" has the meaning
specified in Section 5.02(b)(ii).
(iii) "Effective Date" means the closing date under the
Existing Credit Agreement referred to in clause (b) of the definition
of "Existing Credit Agreements".
(iv) "Material Debt" has the meaning specified in
Section 6.01(e).
(v) "Norcen" means Norcen Energy Resources
Limited, a Canadian corporation.
SECTION 2. Amendment to Section 4.01. (a)
Section 4.01(g) of the Credit Agreement is hereby amended by
replacing the reference to "5.02(a)(i)" with "5.02(a)".
(b) Section 4.01 of the Credit Agreement is hereby amended by
inserting the following:
(m) No "Event of Default" under either of the Existing Credit
Agreements or any event or existence of any circumstance which, with
the giving of notice or lapse of time or both, would become an Event of
Default under either of the Existing Credit Agreements exists.
SECTION 3 Amendment to Section 5.02(a)(i). Section 5.02(a)(i)
of the Credit Agreement is hereby amended by (a) inserting immediately after the
reference to "paragraph (i)" therein "(A)" and (b) inserting at the end thereof
"and (B) so long as Norcen's capital stock constitutes margin stock (within the
meaning of Regulation U issued by the Board of Governors of the Federal Reserve
System), such portion (but only such portion) of Norcen's capital stock as it
shall be necessary to exclude from the operation of this paragraph in order to
avoid margin stock constituting more than 25% of the value of all assets subject
to this Section 5.02(a)".
SECTION 4. Amendment to Section 5.02(a)(ii).
Section 5.02(a)(ii) of the Credit Agreement is hereby
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amended by (a) deleting the "and" immediately after the ";" in clause (F), (b)
inserting a new clause (G) that reads as follows: "any Liens securing Debt of
Borrower under the Existing Credit Agreements, so long as the Banks are granted
Liens of equal priority upon any property to which such Liens under the Existing
Credit Agreements attach; and", (c) replacing the reference to "(G)" with "(H)"
and (d) replacing the reference to "(E)" in clause (G) with "(G)".
SECTION 5. Amendment to Section 5.02(b). Section 5.02(b) of
the Credit Agreement is hereby replaced in its entirety with the following:
(b) Debt. (i) Create or suffer to exist any Debt if,
immediately after giving effect to such Debt and the receipt and
application of any proceeds thereof, the aggregate amount of Debt of
the Borrower and its consolidated Subsidiaries, on a consolidated
basis, would exceed (A) for the period from the Effective Date through
the date eighteen months thereafter, 75%, and (B) at anytime
thereafter, 65%, of the sum of the total consolidated stockholders'
equity of the Borrower and its Subsidiaries as shown on the most recent
consolidated balance sheet required to be delivered to the Banks
pursuant to Section 5.01(b), and the aggregate amount of Debt of the
Borrower and its consolidated Subsidiaries, on a consolidated basis (it
being understood that for purposes of determining compliance with this
covenant, guarantees by the Borrower of up to $200,000,000 of Debt of
OCI Wyoming shall not constitute Debt of the Borrower);
(ii) not permit the Acquisition Subsidiary, Norcen or any of
their respective Subsidiaries (collectively, the "Designated
Subsidiaries") to incur any Debt which would result in the aggregate
principal amount of Debt (other than Debt to the Borrower or any other
Subsidiary) of all the Designated Subsidiaries, on a consolidated
basis, exceeding US$1,400,000,000; and
(iii) not permit any of its Subsidiaries (other than the
Designated Subsidiaries) to incur any Debt which would result in the
aggregate principal amount of Debt (other than Debt to the Borrower or
any other Subsidiary) of all Subsidiaries (other than the Designated
Subsidiaries), on a consolidated basis, exceeding US$150,000,000.
SECTION 6. Amendment to Section 5.02(e). Section 5.02(e)
of the Credit Agreement is hereby amended by (a)
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replacing the reference to "65%" with "(I) 75% during the period from the
Effective Date through the date eighteen months thereafter and (II) 65% at any
time thereafter" and (b) inserting the following sentence at the end thereof:
"For purposes of determining compliance with the above covenant, guarantees by
the Borrower of up to $200,000,000 of Debt of OCI Wyoming shall not constitute
Debt of the Borrower.".
Section 7. Amendment to Section 6.01. (a) Section 6.01(e)
of the Credit Agreement is hereby replaced in its entirety with the following:
(e)(i) the Borrower or any Principal Subsidiary shall fail to
pay any amount of principal or interest when due (or within any
applicable grace period) with respect to any Debt of the Borrower or
any Principal Subsidiary, whether such Debt now exists or shall
hereafter be created, in an aggregate outstanding principal amount
exceeding $50,000,000 ("Material Debt") or (ii) an event of default as
defined in any mortgage, indenture or instrument under which there may
be issued, or by which there may be secured or evidenced, any Debt of
the Borrower or any Principal Subsidiary, whether such Debt now exists
or shall hereafter be created, shall happen and shall result in
Material Debt becoming or being declared due and payable prior to the
date on which it would otherwise become due and payable, and such
declaration shall not be rescinded or annulled; or
(b) Section 6.01 of the Credit Agreement is hereby amended by
(a) inserting an "or" immediately after the ";" in clause (h) and (b) inserting
the following clause immediately after the "or" at the end of clause (h): "(i)
any "Event of Default" described in either of the Existing Credit Agreements
shall occur;".
SECTION 9. Principal Subsidiaries. Schedule II to the
Credit Agreement is hereby replaced in its entirety by the Schedule II
attached hereto.
SECTION 10. Representations, Warranties and Agreements.
The Borrower hereby represents and warrants to and agrees with each Bank, the
Administrative Agent, the Auction Administration Agent, the Documentation
Agent and the Syndication Agent that:
(a) The representations and warranties set forth in
Section 4.01 of the Credit Agreement, as amended
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hereby, are true and correct in all material respects with the same
effect as if made on the Amendment Effective Date (as defined herein),
except to the extent such representations and warranties expressly
relate to an earlier date.
(b) The Borrower has the requisite power and authority to
execute, deliver and perform its obligations under this Amendment.
(c) The execution, delivery and performance by the Borrower of
this Amendment (i) have been duly authorized by all requisite action
and (ii) will not (A) violate (x) any provision of law, statute, rule
or regulation, or of the certificate of incorporation, by-laws or other
constitutive documents of the Borrower or any of its Subsidiaries, (y)
any order of any governmental court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or
foreign or (z) any provision of any indenture, any agreement for
borrowed money or any other material agreement or instrument to which
the Borrower or any of its Subsidiaries is a party or by which any of
them or any of their property is or may be bound, (B) be in conflict
with, result in a breach of or constitute (alone or with notice or
lapse of time or both) a default under any such indenture, agreement
for borrowed money or other material agreement or instrument or (C)
result in the creation or imposition of any Lien upon or with respect
to any property or assets now owned or hereafter acquired by the
Borrower or any of its Subsidiaries.
(d) This Amendment has been duly executed and delivered by the
Borrower. This Amendment and the Credit Agreement, as amended hereby,
constitutes a legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms, except
as enforceability may be limited by (i) any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and (ii) general principles
of equity.
(e) As of the Amendment Effective Date, no Event of Default or
any event which, with the giving of notice or the passage of time, or
both, would become an Event of Default has occurred and is continuing.
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SECTION 11. Conditions to Effectiveness. This Amendment shall
become effective on the date (the "Amendment Effective Date") that each of the
following conditions has been satisfied:
(a) The Administrative Agent shall have received duly executed
counterparts hereof which, when taken together, bear the authorized
signatures of the Borrower, the Administrative Agent, the Auction
Administration Agent, the Documentation Agent, the Syndication Agent
and the Majority Banks.
(b) The Effective Date occurs.
SECTION 12. Credit Agreement. Except as specifically stated
herein, the Credit Agreement shall continue in full force and effect in
accordance with the provisions thereof. As used therein, the terms "Agreement",
"herein", "hereunder", "hereto", "hereof" and words similar import shall, unless
the context otherwise requires, refer to the Credit Agreement as modified
hereby.
SECTION 13. Applicable Law. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 14. Counterparts. This Amendment may be executed
in any number of counterparts, each of which shall be an original but all of
which, when taken together, shall constitute but one instrument.
SECTION 15. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Administrative Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
date first above written.
UNION PACIFIC RESOURCES GROUP INC.
by
---------------------------------
Name:
Title:
CHASE BANK OF TEXAS, N.A., as
Administrative Agent and as a Bank
by
---------------------------------
Name:
Title:
NATIONSBANK OF TEXAS, N.A., as
Syndication Agent and as a Bank
by
---------------------------------
Name:
Title:
BANK OF AMERICA NT&SA, as
Documentation Agent and as a Bank
by
---------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as
Auction Administration Agent
by
---------------------------------
Name:
Title:
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NATIONAL WESTMINSTER BANK, PLC
NEW YORK BRANCH
by
---------------------------------
Name:
Title:
NASSAU BRANCH
by
---------------------------------
Name:
Title:
ABN AMRO BANK N.V., HOUSTON AGENCY
By: ABN AMRO North America, Inc.,
as Agent
by
---------------------------------
Name:
Title:
by
---------------------------------
Name:
Title:
BANK OF MONTREAL
by
---------------------------------
Name:
Title:
ROYAL BANK OF CANADA
by
---------------------------------
Name:
Title:
10
CREDIT LYONNAIS NEW YORK BRANCH
by
---------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
by
---------------------------------
Name:
Title:
by
---------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
by
---------------------------------
Name:
Title
MELLON BANK, N.A.
by
---------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LTD.,
NEW YORK BRANCH
by
---------------------------------
Name:
Title:
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Schedule II
Principal Subsidiaries
1. Union Pacific Resources Company
2. UP Fuels Marketing and Trading, Inc.
3. Rock Springs Royalty Company
4. Bitter Creek Coal Company
5. Union Pacific Resources Inc.
6. Norcen Energy Resources Limited