EXHIBIT 10(bb)
EXECUTION COPY
AMENDMENT NO. 2 TO AMENDED
AND RESTATED CREDIT AGREEMENT
AMENDMENT dated as of May 2, 1995 among AMERICAN EXPLORATION COMPANY
(the "Borrower"), the BANKS listed on the signature pages hereof (the "Banks"),
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent"), and BANK OF
MONTREAL, as Co-Agent (the "Co-Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks, the Agent and the Co-Agent have
heretofore entered into an Amended and Restated Credit Agreement dated as of
December 21, 1994, as amended by Amendment No. 1 dated as of February 16, 1995
(as so amended, the "Agreement"); and
WHEREAS, the parties hereto desire to amend certain provisions of the
Agreement in the manner set forth 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 OF SECTION 1.01 OF THE AGREEMENT. (A) The
following defined terms in Section 1.01 are redefined as follows:
"Level I Status" exists at any date (a) on which the sum of (i) the
aggregate outstanding amount of the Loans and (ii) the aggregate Letter of
Credit Liabilities is less than $65,000,000 or (b) on or after the date (if
any) that the Borrower refinances the
Subordinated Debt on terms and conditions satisfactory to the Required
Banks and in any event requiring no amortization prior to eight years
after May 2, 1995.
"Level II Status" exists at any date on which the sum of (i) the
aggregate outstanding amount of the Loans and (ii) the aggregate Letter of
Credit Liabilities is less than $70,000,000 and Level I Status does not
exist.
(B) The following defined term is hereby added to Section 1.01:
"Level III Status" exists at any date on which the sum of (i) the
aggregate outstanding amount of the Loans and (ii) the aggregate Letter of
Credit Liabilities is greater than or equal to $70,000,000.
SECTION 3. AMENDMENT OF SECTION 2.05 OF THE AGREEMENT. (A) In
Section 2.05(a) of the Agreement, the first sentence is amended to read as
follows:
(a) Each Domestic Loan shall bear interest on the outstanding
principal amount thereof, for each day from the date such Loan is made
until it becomes due, as follows:
(1) for any day on which Level I Status exists, at a rate per
annum equal to the lesser of (x) the Highest Lawful Rate applicable to
the Bank making such Loan and (y) the sum of 3/4% plus the Base Rate
for such day;
(2) for any day on which Level II Status exists, at a rate per
annum equal to the lesser of (x) the Highest Lawful Rate applicable to
the Bank making such Loan and (y) the sum of 1% plus the Base Rate for
such day; and
(3) for any day on which Level III Status exists, at a rate per
annum equal to the lesser of (x) the Highest Lawful Rate applicable to
the Bank making such Loan and (y) the sum of 1 1/4% plus the Base Rate
for such day.
(B) In Section 2.05(b), the defined term "Margin" is redefined as
follows:
"Margin" means (i) for any day on which Level I Status exists, 1 3/4%
or (ii) for any day on which
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Level II Status exists, 2% or (iii) for any day on which Level III
Status exists, 2 1/4%.
SECTION 4. AMENDMENT OF SECTION 2.06(b) OF THE AGREEMENT. In Section
2.06(b) of the Agreement, the first sentence is amended to read as follows:
(b) The Company shall pay to the Agent a letter of credit fee, as
follows:
(1) for any day on which Level I Status exists, at the rate of
1 3/4% per annum on the aggregate amount available for drawing under
any Letter of Credit from time to time, such fee to be payable for the
account of the Banks ratably in proportion to their participation
therein;
(2) for any day on which Level II Status exists, at the rate of
2% per annum on the aggregate amount available for drawing under any
Letter of Credit from time to time, such fee to be payable for the
account of the Banks ratably in proportion to their participation
therein; and
(3) for any day on which Level III Status exists, at the rate of
2 1/4% per annum on the aggregate amount available for drawing under
any Letter of Credit from time to time, such fee to be payable for the
account of the Banks ratably in proportion to their participation
therein.
SECTION 5. AMENDMENT OF SECTION 2.14 OF THE AGREEMENT. The first
sentence of Section 2.14 is hereby deleted and replaced with the following:
SECTION 2.14. BORROWING BASE. On May 2, 1995, the amount of the
Borrowing Base shall be $75,000,000; this amount shall be reduced to
$71,000,000 on September 30, 1995 and further reduced to $66,000,000 on
December 31, 1995; PROVIDED, that the foregoing amounts are subject, in
each case, to redetermination in accordance with the further provisions of
this Section.
SECTION 6. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. 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
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the signatures thereto and hereto were upon the same instrument. This
Amendment shall become effective when the Agent shall have received duly
executed counterparts hereof signed by the Borrower, each of the Banks and
the Co-Agent (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).
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
AMERICAN EXPLORATION COMPANY
By /s/ JOHN M. HOGAN
Title: Sr. Vice President & CFO
1331 Lamar, Suite 900
Houston, Texas 77010
Telecopy number: (713) 756-6007
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By John Kowalczuk
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Title: VICE PRESIDENT
BANK OF MONTREAL, as a Bank and
as a Co-Agent
By Robert Roberts
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Title: Director, U.S. Corporate Banking
BANQUE PARIBAS
By Mark M. Green
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Title: VICE PRESIDENT
By Barton D. Schouest
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Title: GROUP VICE PRESIDENT
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MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/ John Kowalczuk
Title: VICE PRESIDENT
60 Wall Street
New York, New York 10260-0060
Telex number: 177615
Telecopy number: (212) 837-5335
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