EXHIBIT 10(a)
AGREEMENT AND THIRD AMENDMENT
TO CREDIT AGREEMENT
(October 19, 1998)
THIS AGREEMENT AND THIRD AMENDMENT TO CREDIT AGREEMENT (this "AGREEMENT"),
dated as of October 19, 1998, is made and entered into by and among SANTA FE
ENERGY RESOURCES, INC. (the "COMPANY"), a Delaware corporation; the financial
institutions listed on the signature pages hereto (collectively, the "BANKS");
and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION ("CHASE TEXAS"), acting in its
capacity as agent for the Banks (in such capacity, the "AGENT"). The Company,
the Banks and the Agent are herein sometimes called the "PARTIES".
RECITALS:
1. The Company, the Agent then acting, and certain of the Parties entered
into a Credit Agreement dated as of November 13, 1996, an Agreement and First
Amendment to Credit Agreement dated as of December 19, 1996, and an Agreement
and Second Amendment to Credit Agreement dated as of May 15, 1998. Such Credit
Agreement, as so amended, is herein called the "CREDIT AGREEMENT".
2. The Parties desire to adopt the Credit Agreement as their own agreement
and to amend the Credit Agreement in certain respects to increase the maximum
allowable Aggregate Commitment, to provide for additional financial institutions
to become Banks, to change the Commitments of the Banks, to revise the
definition of "Other Letters of Credit" to exclude up to $50,000,000 of letters
of credit which support performance obligations, to permit additional Total
Debt, and to make certain other changes thereto, all as more fully described
below; and to ratify, confirm and continue the Credit Agreement as so adopted
and amended.
AGREEMENTS:
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged by
the Parties, the Parties agree as follows:
1. AMENDMENT AND ADOPTION OF THE CREDIT AGREEMENT. The Parties hereby
adopt and continue the Credit Agreement as their own agreement. By executing
this Agreement, each of the Parties agrees to be bound by the terms of the
Credit Agreement as hereby adopted and amended. Each of the financial
institutions executing this Agreement shall succeed to the rights of and be
obligated to perform the obligations of a Bank under the Credit Documents and
shall be considered a "Bank" for all purposes of the Credit Documents.
2. AMENDMENT OF DEFINITIONS. SECTION 1.1 of the Credit Agreement is
amended to amend the following definitions:
"COMMITMENT" shall mean, as to any Bank, the obligation, if any, of
such Bank to extend credit to the Company in the form of Loans and Letter
of Credit Liabilities in an aggregate principal amount at any one time
outstanding up to but not exceeding the amount set forth opposite such
Bank's name on the signature pages of the Third Amendment under the
caption "Commitment" or in its Assignment Agreement (as the same may be
reduced from time to time or terminated pursuant to SECTION 2.5, modified
pursuant to SECTION 12.6 or increased pursuant to SECTION 6 of the Third
Amendment).
"OTHER LIABILITIES" shall mean, at any time, the sum of (a) the
aggregate principal balance of the Total Debt of the Combined Group at
such time PLUS (without duplication) (b) all liabilities, contingent and
otherwise, in respect of Other Letters of Credit at such time; PROVIDED,
HOWEVER, that Other Liabilities shall never include (x) the Obligations,
(y) the Senior Subordinated Notes, or (z) an amount, not in excess of
$50,000,000 in the aggregate, of Other Letters of Credit which: (i)
support bond or surety obligations required by a Governmental Authority or
a state-owned Person in connection with obligations of the Company and its
Subsidiaries the majority of which are required to be fulfilled no earlier
than three years from the date each respective Other Letter of Credit was
issued, (ii) are approved in writing by the Agent in its sole discretion
on or before the date each respective Other Letter of Credit is issued,
and (iii) are identified as excluded Other Letters of Credit on a schedule
from time to time provided to the Agent by the Company.
"TOTAL DEBT" shall mean, as of any date and for any Person, without
duplication, (a) all obligations for borrowed money; (b) all obligations
evidenced by bonds, debentures, notes or other similar instruments; (c)
all obligations to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business; (d) all Capitalized Lease Obligations; (e) all obligations in
respect of production payments, proceeds production payments and similar
financing arrangements; (f) all reimbursement obligations with respect to
letters of credit issued for the account of such Person, including the
Letter of Credit Liabilities; (g) all instruments and agreements relating
to surety obligations to foreign Governmental Authorities or state-owned
Persons pursuant to which such Person must pay (or reimburse another
Person who pays) regardless of any available defense on the underlying
contract (but excluding such instruments and agreements in connection with
which such Person may avail itself of available defenses on the underlying
contract before having to pay); (h) all obligations of the types described
in CLAUSES (A) THROUGH (G) of this definition (collectively, "ORDINARY
DEBT") of another Person secured by a Lien on any property of the Person
as to which Total Debt is being determined, regardless of whether such
Ordinary Debt is assumed by such Person, and (h) all Ordinary Debt of
another Person guaranteed by such Person; PROVIDED, HOWEVER, that Total
Debt of the Combined Group shall not include (x) any obligation of the
Company owing to a wholly-owned Restricted Subsidiary which is
subordinated to the Obligations upon the terms set forth on SCHEDULE V, or
(y) any obligation of a Restricted Subsidiary owing to the Company or one
or more other Restricted Subsidiaries."
2
3. ADDITIONAL DEFINITION. There is hereby added to SECTION 1.1 of the
Credit Agreement the following definition:
"THIRD AMENDMENT" shall mean the Agreement and Third Amendment to
Credit Agreement dated as of October 19, 1998."
4. AMENDMENT OF SECTION 9.7(B). SECTION 9.7(B) of the Credit Agreement is
hereby amended to provide in its entirety as follows:
"(b) INDEBTEDNESS. Create, incur, suffer or permit to exist, or
assume or enter into any Total Debt or any Guaranty, whether direct,
indirect, absolute, contingent or otherwise, EXCEPT: (a) Total Debt under
the Credit Documents; (b) Total Debt secured by Liens permitted by SECTION
9.7(A); (c) the Senior Subordinated Notes; (d) Total Debt in respect of
Other Letters of Credit; (e) Total Debt of the type described in CLAUSE
(G) of the definition of "Total Debt"; (f) Total Debt or Guaranties to and
among the Company and the Restricted Subsidiaries or Guaranties of Total
Debt of the Company and the Restricted Subsidiaries; (g) other Total Debt
having a weighted average life to maturity of not less than seven years
from the date of issuance thereof and subject to terms (including
representations, warranties, covenants and defaults and events of default)
no more restrictive (as determined by the Agent in its sole discretion)
with respect to the issuer thereof than the terms of the Credit Documents;
and (h) unsecured Total Debt or Guaranties constituting Total Debt in an
aggregate amount at any time outstanding not to exceed $50,000,000; and
(i) unsecured Guaranties, not constituting Total Debt, in an aggregate
amount at any one time outstanding not to exceed $25,000,000.
Notwithstanding anything to the contrary in this SECTION 9.7(B), no
member of the Combined Group shall create, incur or assume any Total Debt
or Guaranty if to do so would cause or enlarge a Borrowing Base Deficiency
or violate any other provision of this Agreement."
5. BORROWING BASE AND AVAILABLE BORROWING BASE. Until changed in
accordance with the Credit Agreement, the Borrowing Base and the Available
Borrowing Base shall each be $325,000,000.
3
6. INCREASE OF COMMITMENTS. PROVIDED that no Default shall have occurred
and be continuing, the Company shall have the right, without the consent of the
Banks but subject to the approval of the Agent (which consent shall not be
unreasonably withheld), to effectuate from time to time an increase in the
Aggregate Commitment under the Credit Agreement by adding to the Credit
Agreement one or more commercial banks or other financial institutions (who
shall, upon completion of the requirements stated in this SECTION 6, constitute
Banks hereunder), or by allowing one or more Banks to increase their Commitments
hereunder, so that such added and increased Commitments shall equal the increase
in Commitments effectuated pursuant to this SECTION 6; PROVIDED that (a) no
increase in Commitments pursuant to this SECTION 6 shall result in the Aggregate
Commitment exceeding $350,000,000, (b) no Bank's Commitment amount shall be
increased without the consent of such Bank, and (c) on the effective date of any
such increase in Aggregate Commitment, there are no outstanding Eurodollar
Loans. The Company shall give the Agent three Business Days' notice of the
Company's intention to increase the Aggregate Commitment pursuant to this
SECTION 6. Such notice shall specify each new commercial bank or other financial
institution, if any, the changes in amounts of Commitments that will result, and
such other information as is reasonably requested by the Agent. Each new
commercial bank or other financial institution, and each Bank agreeing to
increase its Commitment, shall execute and deliver to the Agent a document
satisfactory to the Agent pursuant to which it becomes a party hereto or
increases its Commitment, as the case may be, which document, in the case of a
new commercial bank or other financial institution, shall (among other matters)
specify the domestic lending office and Eurodollar lending office of such new
commercial bank or other financial institution. In addition, the Company shall
execute and deliver a Note in the principal amount of the Commitment of each new
commercial bank or other financial institution, or, against delivery to it of
such Bank's existing Note, a replacement Note in the principal amount of the
increased Commitment of each Bank agreeing to increase its Commitment, as the
case may be. Such Notes and other documents of the nature referred to in this
SECTION 6 shall be furnished to the Agent in form and substance as may be
reasonably required by it. Upon the execution and delivery of such documents,
such new commercial bank or financial institution shall constitute a "Bank"
under the Credit Agreement with a Commitment as specified therein, or such
Bank's Commitment shall increase as specified therein, as the case may be.
7. CONDITIONS PRECEDENT. This Agreement shall become effective on the date
(the "EFFECTIVE DATE") that each of the following conditions shall have been
satisfied or waived in the discretion of the Agent:
(a) CORPORATE ACTION AND STATUS. The Agent shall have received
copies of the Organizational Documents of the Company certified by the
Secretary of the Company, and resolutions of the Board of Directors of the
Company, certified by the Secretary of the Company, for all corporate
action taken by the Company authorizing the execution, delivery and
performance of this Agreement and the Notes, together with such
certificates as may be appropriate to demonstrate the existence,
qualification and good standing of and payment of taxes by each member of
the Combined Group in each jurisdiction listed for such member on SCHEDULE
III to this Agreement.
(b) INCUMBENCY. The Company shall have delivered to the Agent a
certificate
4
in respect of the name and signature of each officer who (i) is
authorized to sign on its behalf this Agreement and the Notes and (ii)
will, until replaced by another officer or officers duly authorized for
that purpose, act as its representative for the purposes of signing
documents and giving notices and other communications in connection with
this Agreement and the other Credit Documents. The Agent and each Bank
may conclusively rely on such certificates until they receive notice in
writing from the Company to the contrary.
(c) NOTES. The Agent shall have received the appropriate Note of the
Company for each Bank, in the amount of each Bank's Commitment, duly
completed and executed.
(d) CREDIT DOCUMENTS; EXPENSES. The Company shall have duly executed
and delivered this Agreement and the other Credit Documents provided for
herein to which it is a party, and each such Credit Document shall be in
Proper Form. Each such Credit Document shall be in substantially the form
furnished to the Banks prior to their execution of this Agreement,
together with such changes therein as the Agent may approve in its
discretion. The Company shall have paid to the Agent all fees and expenses
in the amounts previously agreed upon in writing among the Company and the
Agent and all amounts due under SECTION 14.
(e) OPINION OF COUNSEL TO THE COMPANY. The Agent shall have received
the opinions of Andrews & Kurth L.L.P. and of David L. Hicks, counsel to
the Company, substantially in the forms of SCHEDULES I and II to this
Agreement, respectively.
(f) COUNTERPARTS. The Agent shall have received counterparts of this
Agreement duly executed and delivered by or on behalf of each of the
parties thereto (or, in the case of any Bank as to which the Agent shall
not have received such a counterpart, the Agent shall have received
evidence satisfactory to it of the execution and delivery by such Bank of
a counterpart hereof).
(g) CONSENTS. The Agent shall have received evidence satisfactory to
it in its discretion that all consents of each Governmental Authority and
of each other Person, if any, required in connection with the execution,
delivery and performance of this Agreement and the Notes have been
received and remain in full force and effect.
(h) OTHER DOCUMENTS. The Agent shall have received such other
documents consistent with the terms of this Agreement and relating to the
transactions contemplated hereby as the Agent may reasonably request.
(i) NO DEFAULT. No Default shall have occurred and be continuing.
5
(j) NO LEGAL BAR. Such effectiveness shall not violate any Legal
Requirement applicable to the Agent or any Bank.
PROVIDED, HOWEVER, that this Agreement shall not become effective or be binding
on any Party unless all of the foregoing conditions are satisfied not later than
November 30, 1998. The Agent shall promptly notify the Company and the Banks of
the Effective Date, and such notice shall be conclusive and binding on all
Parties. All provisions and payments required by this SECTION 7 are subject to
the provisions of SECTION 12.8 of the Credit Agreement.
8. ACKNOWLEDGMENTS; APPOINTMENT AND AUTHORIZATION. Each of The First
National Bank of Chicago and Comerica Bank - Texas (collectively, the "NEW
BANKS") hereby (a) acknowledges receipt of copies of the Credit Agreement and
the most recent financial statements of the Company, and (b) acknowledges and
agrees that (1) it has, independently and without reliance upon the Agent or any
other Bank and based on the financial statements of the Company delivered to
such New Bank by the Company and such other documents and information as such
New Bank has deemed appropriate, made its own credit analysis and decision to
become a Bank and (2) it is a Bank for all purposes of the Credit Agreement,
with all of the liabilities and obligations of a Bank to the extent of its
Commitment. Each New Bank irrevocably appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers under the Credit
Agreement and the Notes as are delegated to the Agent by the terms of the Credit
Agreement or the Notes, together with all such powers as are reasonably
incidental thereto.
9. COLLATERAL. Each of the Banks represents to the Agent and each of the
other Banks that it in good faith is not relying upon any "margin stock" (as
defined in Regulation U) as collateral in the extension or maintenance of the
credit provided for in the Credit Agreement.
10. WAIVER OF JURY TRIAL. EACH OF THE COMPANY, THE AGENT AND THE BANKS
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THE CREDIT AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED THEREBY.
11. REPRESENTATIONS TRUE; NO DEFAULT. The Company represents and warrants
to the Agent and each Bank that (a) the representations and warranties contained
in the Credit Agreement are true and correct on and as of the date hereof as
though made on and as of such date (except to the extent such representations
and warranties are expressly stated to be made solely as of an earlier date) and
(b) no event has occurred and is continuing which constitutes a Default under
the Credit Agreement or which upon the giving of notice or the lapse of time or
both would constitute such a Default.
6
12. RATIFICATION. Except as expressly amended hereby, the Credit
Agreement, as hereby adopted and amended, is in all respects ratified, confirmed
and continued as the agreement of the Parties and is, and shall continue to be,
in full force and effect and binding upon the Parties. The Company hereby agrees
and acknowledges that all of its liabilities and obligations under the Credit
Agreement, as hereby adopted and amended, remain in full force and effect and
binding upon it as of the date of this Agreement.
13. DEFINITIONS AND REFERENCES. Unless otherwise defined herein, terms
used herein which are defined in the Credit Agreement shall have the meanings
therein ascribed to them. The term "Agreement" as used in the Credit Agreement
and the term "Credit Agreement" as used in this Agreement or in any other
instrument, document or writing furnished to the Agent or any Bank by or on
behalf of the Company shall mean the Credit Agreement as hereby amended.
14. EXPENSES; ADDITIONAL INFORMATION. The Company shall pay to the Agent
on demand (i) all out-of-pocket expenses (including fees and disbursements of
special counsel to the Agent and expenses of syndication) in connection with the
preparation and administration of this Agreement, any waiver or consent
hereunder and any amendment hereof, and (ii) if an Event of Default occurs, all
out-of-pocket expenses incurred by the Agent and each Bank, including fees and
disbursements of counsel, in connection with such Event of Default and
collection, bankruptcy, insolvency and other enforcement proceedings resulting
therefrom.
15. SEVERABILITY. If any term or provision of this Agreement or the
application thereof to any person or circumstances shall, to any extent, be
deemed invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby and this Agreement shall be valid and enforced to the fullest extent
permitted by applicable law. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions thereof or affecting the validity or
enforceability of such provision in any other jurisdiction and, to this end, the
provisions of this Agreement are severable.
16. MISCELLANEOUS. This Agreement (a) shall be binding upon and inure to
the benefit of the Company, the Agent and the Banks and their respective
successors and assigns (however, the Company may not assign its rights hereunder
without the express prior written consent of all Banks); (b) may be modified or
amended only in the manner prescribed for amendments to the Credit Agreement in
SECTION 12.5 of the Credit Agreement; (c) SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (TO THE EXTENT PERMITTED BY LAW,
OTHER THAN ITS CONFLICT OF LAW RULES) AND OF THE UNITED STATES OF AMERICA; (d)
may be executed in several counterparts, and by the Parties on separate
counterparts, and each counterpart, when so executed and delivered, shall
constitute an original agreement, and all such separate counterparts shall
constitute but one and the same agreement, and (e) together with the Credit
Agreement and the Notes, embodies the entire agreement and understanding among
the Parties with respect to the subject matter hereof and supersedes all prior
agreements, consents and understandings relating to such subject matter. The
headings herein shall be accorded no significance in interpreting this
Agreement.
7
17. THIS AGREEMENT, TOGETHER WITH THE CREDIT AGREEMENT AND THE NOTES,
REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AS TO THE SUBJECT MATTER HEREOF
AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.
8
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their respective duly authorized officers effective as of the date provided
herein.
SANTA FE ENERGY RESOURCES, INC.
By:_____________________________________
Janet F. Clark
Senior Vice President-Finance
Chief Financial Officer and Treasurer
COMMITMENT: CHASE BANK OF TEXAS, NATIONAL
$50,000,000.00 ASSOCIATION, individually and as
Administrative Agent
By:_____________________________________
Name:___________________________________
Title:__________________________________
Address for Notices:
Domestic and Eurodollar
Lending Offices: Chase Bank of Texas, National Association
600 Travis, 20th Floor
Houston, Texas 77002-8086
Chase Bank of Texas, National Telephone: (713) 216-5733
Association Telecopy: (713) 216-4117
600 Travis Street, 20th Floor Attention: Debra Harris
Houston, Texas 77002-8086
Attention: June Brand
Telephone: (713) 216-5733
Telecopy: (713) 216-4117
COMMITMENT: ABN AMRO BANK N.V.,
$40,000,000.00 Individually and as a Co-Agent
By:_____________________________________
Name:___________________________________
Title:__________________________________
By:_____________________________________
Name:___________________________________
Title:__________________________________
ADDRESS FOR ALL REQUIRED FINANCIAL
INFORMATION:
ABN AMRO Bank N.V.
135 South LaSalle Street, Suite 2805
Chicago, Illinois 60603
Attention: Credit Administration
Telephone:(312) 904-8835
Fax: (312) 904-8840
WITH A COPY TO:
ABN AMRO Bank N.V.
Three Riverway, Suite 1700
Houston, Texas 77056
Attention: W. Bryan Chapman
Telephone:(713) 964-3361
Fax: (713) 621-5801
LOAN ADMINISTRATION CONTACTS
ABN AMRO Bank N.V.
135 South LaSalle Street, Suite 625
Chicago, Illinois 60603
Attention: Loan Administration
Telephone:(312) 904-8865
Fax: (312) 904-6893
LETTER OF CREDIT CONTACTS
ABN AMRO Bank N.V.
200 West Monroe Street, Suite 1100
Chicago, Illinois 60606-5002
Attention: Trade Services Department
Telephone:(888) 226-5113
Fax: (888) 226-5119
COMMITMENT: BANK OF AMERICA NATIONAL TRUST AND
$40,000,000.00 SAVINGS ASSOCIATION, Individually
and as a Co-Agent
By:_____________________________________
Name:___________________________________
Title:__________________________________
Address for Notices & Domestic and
Eurodollar
Lending Office:
Name:Claudette Strickland
Title: Account Administrator
Address: Bank of America
1850 Gateway Blvd., 4th Floor
Concord, California 94520
Telephone:(510) 675-7483
Facsimile:(510) 603-8208
cc: Phyllis Tennard
Bank of America
333 Clay Street
Houston, Texas 77002
Telephone:(713) 651-4819
(713) 651-4888
COMMITMENT: THE FIRST NATIONAL BANK OF CHICAGO,
$40,000,000.00 Individually and as a Co-Agent
By:_____________________________________
Name:___________________________________
Title:__________________________________
Credit Contacts:
Domestic and Eurodollar The First National Bank of Chicago
Lending Offices: 1100 Louisiana, Suite 3200
Houston, Texas 77002
The First National Bank of Chicago Attention: Mr. Leo Loughead
One First National Plaza Phone No.:(713) 654-7347
0634, 1FNP, 10 Fax No.: (713) 654-7370
Chicago, Illinois 60670
Administrative Contacts - Borrowings,
Payments, Interest, Etc.:
Tax Withholding Information:
Tax ID No.: 36-0899825 The First National Bank of Chicago
One First National Plaza
0634, 1FNP, 10
Chicago, Illinois 60670
Attention: Ms. Hein Le
Phone No.:(312) 732-8573
Fax No.: (312) 732-4840
Remittance Instructions:
The First National Bank of Chicago
ABA Transmit No.: 07100013
Name of Account: DES Incoming Clearing A/C
Account No.: 75217653
Attn.: Hein Le
Re: Santa Fe Energy Resources
COMMITMENT: NATIONSBANK, N.A. (successor by merger to
$40,000,000.00 NationsBank of Texas, N.A.), Individually
and as a Co-Agent
By:_____________________________________
Name:___________________________________
Title:__________________________________
Address for Notices:
Domestic and Eurodollar 700 Louisiana, 8th Floor
Lending Offices: Houston, Texas 77002
Attention: Mr. James Allred
NationsBank, N.A. Telephone: 713/247-6327
ABA #111000025 Telecopy: 713/247-6568
For Credit to: Acct. #0180019828
Attention: Loan Funds Transfer
Reference: Santa Fe Energy Resources, Inc.
COMMITMENT: WELLS FARGO BANK (TEXAS), N.A.,
$40,000,000.00 Individually and as a Co-Agent
By:______________________________
Ann M. Rhoads
Vice President
Address for Business Matters:
Domestic and Eurodollar 1000 Louisiana, 3rd Floor
Lending Offices: Houston, Texas 77002
Attention: Ann Rhoads
201 Third Street, 8th Floor Telephone: (713) 319-1367
San Francisco, California 94103 Telecopy: (713) 739-1087
Attention: Oscar Enriquez
Telephone: (415) 477-5425 Address for Administrative Matters:
Telecopy: (415) 979-0675
1000 Louisiana, 3rd Floor
Houston, Texas 77002
Attention: Maria Valdivia
Telephone: (713) 319-1378
Telecopy: (713) 739-1087
COMMITMENT: BANK OF MONTREAL
$32,500,000.00
By:__________________________________
Name:________________________________
Title:_______________________________
Address for Notices:
Domestic and Eurodollar 700 Louisiana, Suite 4400
Lending Offices: Houston, Texas 77002
Attention: Ms. Melissa Bauman
Harris Bank Telephone: 713/223-4400
ABA #071000288 Telecopy: 713/223-4007
For Credit To: Bank of Montreal,
Chicago Branch
Attention: E. Rios
Reference: Santa Fe Energy Resources, Inc.
COMMITMENT: PNC BANK, NATIONAL ASSOCIATION
$32,500,000.00
By:____________________________________
John R. Way
Assistant Vice President
Address for Business Matters:
Domestic and Eurodollar 249 Fifth Avenue, Third Floor
Lending Offices: Pittsburgh, PA 15222-2707
Attention: John R. Way
620 Liberty Avenue Telephone: (412) 762-5290
Two PNC Plaza, Third Floor Telecopy: (412) 762-2571
Pittsburgh, PA 15222
Attention: Tina Lanuka Address for Administrative Matters:
Telephone: (412) 768-5876
Telecopy: (412) 768-4586 620 Liberty Avenue
Two PNC Plaza, Third Floor
Pittsburgh, PA 15222
Attention: Tina Lanuka
Telephone: (412) 768-5876
Telecopy: (412) 768-4586
COMMITMENT: COMERICA BANK - TEXAS
$20,000,000.00
By:_________________________________
James Kimble, Vice President
Address for Business Matters:
Domestic and Eurodollar COMERICA BANK - TEXAS
Lending Offices: 910 Louisiana, Suite 410
Houston, Texas 77002
COMERICA BANK - TEXAS Attention: James Kimble
P. O. Box 75000 Telephone: (713) 220-5614
Detroit, Michigan 48275-7576 Telecopy: (713) 220-5650
Attention: Nancy Lee
Telephone: (734) 632-3063 Address for Administrative Matters:
Telecopy: (734) 632-7050
COMERICA BANK - TEXAS
P. O. Box 75000
Detroit, Michigan 48275-7576
Attention: Nancy Lee
Telephone: (734) 632-3063
Telecopy: (734) 632-7050