EXHIBIT 10.25
EXECUTION COPY
FIRST 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 364 Day Competitive
Advance/Revolving Credit Agreement dated as of November 25, 1997 (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 definition of
"Existing Credit Agreements" contained in Article I of the Credit Agreement is
hereby replaced in its entirety with the following: "Existing Credit Agreements"
means collectively (a) the Competitive Advance/Revolving Credit Agreement, dated
as of April 16, 1996 (as amended, extended, renewed or restated from time to
time), among the Borrower, Chase Bank of Texas, N.A., 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,
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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.
(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(g). Section 4.01(g) of
the Credit Agreement is hereby amended by replacing the reference to
"5.02(a)(i)" with "5.02(a)".
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(b). Section 5.02(b) of
the Credit Agreement is hereby replaced in its entirety with the following:
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(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 5. Amendment to Section 5.02(e). Section
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5.02(e) of the Credit Agreement is hereby amended by (a) inserting a "(ii)"
immediately after the word "plus" therein, (b) replacing the reference to "65%"
with "(A) 75% during the period from the Effective Date through the date
eighteen months thereafter and (B) 65% at any time thereafter" and (c) 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.".
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Section 6. Amendment to Section 6.01. 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
SECTION 7. Principal Subsidiaries. Schedule II to the Credit
Agreement is hereby replaced in its entirety by the Schedule II attached
hereto.
SECTION 8. 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 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-
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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.
SECTION 9. 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.
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SECTION 10. 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 11. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 12. 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 13. 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.
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
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Name:
Title:
CHASE BANK OF TEXAS, N.A., as
Administrative Agent and as a Bank
by
-----------------------------
Name:
Title:
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BANK OF AMERICA NT&SA, as
Documentation Agent and as a Bank
by
-----------------------------
Name:
Title:
NATIONSBANK OF TEXAS, N.A., as
Syndication Agent and as a Bank
by
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Name:
Title:
THE CHASE MANHATTAN BANK, as
Auction Administrative Agent
by
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Name:
Title:
ABN AMRO BANK N.V., HOUSTON AGENCY
By: ABN AMRO North America, Inc.,
as Agent
by
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Name:
Title:
by
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Name:
Title:
8
BANQUE NATIONALE DE PARIS,
HOUSTON AGENCY
by
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Name:
Title:
BANK OF MONTREAL
by
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Name:
Title:
BANK OF NEW YORK
by
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Name:
Title:
CREDIT SUISSE FIRST BOSTON
by
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Name:
Title:
by
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Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
by
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Name:
Title:
9
THE INDUSTRIAL BANK OF JAPAN, LTD.,
NEW YORK BRANCH
by
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Name:
Title:
MELLON BANK, N.A.
by
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Name:
Title:
THE NORTHERN TRUST COMPANY
by
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Name:
Title:
ROYAL BANK OF CANADA
by
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Name:
Title:
WELLS FARGO BANK (TEXAS), N.A.
by
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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