NINTH AMENDMENT AGREEMENT
From: The Chase Manhattan Bank,
N.A.
Bangkok Branch
International Banking
Facility (the "BANK")
20 North Sathorn Road
Silcom, Bangrak, Bangkok
Thailand
To: Thai Romo Limited (the
"BORROWER")
92/50-51 Sathorn Thani II
Building
18th Floor, North Sathorn
Road
Kwaeng Silom, Khet Bangrak
Bangkok, Thailand
To: Rutherford Moran Oil Patrick R. Rutherford
Corporation 3466 Ella Lee Lane
5 Greenway Plaza Houston, Texas 77027
Suite 220 United States of America
Houston, Texas 77046
United States of America
John A. Moran Sidney F. Jones, Jr.
1424 South Ocean Blvd. P.O. Box 2102
Palm Beach, Florida 33480 Houston, Texas 77252
United States of America United States of America
PRRTHAI, INC. Red Oak Holdings, Inc.
THAIPRR, L.P. c/o Chase Manhattan
JAMTHAI, INC. Overseas Banking
THAIJAM, L.P. Corporation
SFJTHAI, INC. 802 Delaware Avenue
THAISFJ, L.P. Thirteenth Floor
MDMTHAI, INC. Wilmington, Delaware 19801
SRRTHAI, INC. United States of America
5 Greenway Plaza ("RED OAK")
Suite 220
Houston, Texas 77046
United States of America
(together, the "SPONSORS")
To: Rutherford Moran Oil Red Oak Holdings, Inc.
Corporation c/o Chase Manhattan
PRRTHAI, INC. Overseas Banking
THAIPRR, L.P. Corporation
JAMTHAI, INC. 802 Delaware Avenue
THAIJAM, L.P. Thirteenth Floor
SFJTHAI, INC. Wilmington, Delaware 19801
THAISFJ, L.P. United States of America
MDMTHAI, INC.
SRRTHAI, INC.
(all of which are at the
address stated above)
(together the "SHARE PLEDGORS" and, in a separate capacity, the "LOAN NOTE
PLEDGORS")
Gentlemen:
PART I -- LOAN AGREEMENT
1. We refer to the Loan Agreement dated 28th November, 1994 between the
Borrower and the Bank as amended by letter agreements dated 7th April,
1995, 31st May, 1995, 14th June, 1995, 30th June, 1995, the two letter
agreements dated 7th July, 1995 and the letter agreements dated
20th December, 1995 and 22nd April, 1995 respectively from us to, and
agreed by, you (as so amended the "LOAN AGREEMENT").
2. Subject to the condition precedent of the Bank's receipt (or the Bank's
waiver of receipt) of all the documents set out in Annex I (Conditions
Precedent) to this Letter, in form and substance satisfactory to the Bank,
the Bank and the Borrower agree to amend the Loan Agreement with effect on
and from such date (the "EFFECTIVE DATE") as the Bank and the Borrower
shall agree in writing to be the Effective Date for the purpose of this
Letter following the Bank's notifying the Borrower in writing that such
condition precedent has been satisfied or waived so that it shall be and be
deemed to be, with effect from the Effective Date, amended in the following
manner:
(a) in Clause 1 (Definitions) the definitions of the term:
(i) "FINAL MATURITY DATE" shall be deleted and the following shall be
inserted in its place:
""FINAL MATURITY DATE" means 30th June, 1996;"; and
(ii) "COMMITMENT" shall be deleted and the following shall be inserted
in its place:
""COMMITMENT" means $47,000,000 to the extent not cancelled,
reduced or terminated hereunder."
(b) in Clause 1 (Definitions) the following shall be inserted in
alphabetical order:
""NINTH AMENDMENT AGREEMENT" means the letter dated on or about
22nd May, 1996 from the Bank to, and accepted by, the Borrower, the
Sponsors and the Pledgors;";
(c) in Clause 1 (Definitions) the reference definitions in the penultimate
paragraph before Clause 2 (Facility), the words "and/or" prior to the
reference to "the Eighth Amendment Agreement shall be replaced by a
"," and the words "and/or the Ninth Amendment Agreement" shall be
inserted prior to "(as the case may be)"; and
(d) in Clause 3.2(iii) the amount in the third line thereof after the
words "amount of" shall be deleted and "$7,000,000" shall be inserted
in its place.
3. The Bank may waive receipt of the documents referred to in Annex I
(conditions Precedent) at the sole discretion of the Bank and on such terms
as the Bank shall see fit.
4. Prior to the Effective Date, but subject always to paragraph 5 below, the
Borrower may continue to draw Loans under the Loan Agreement in its
unamended form provided that such Loans, together with existing outstanding
Loans, shall not exceed an aggregate amount of US$44,000,000.
5. If the condition precedent referred to in paragraph 2 above has not been
satisfied (or waived by the Bank) on or before 29th May, 1996:
(a) the Loan Agreement shall not be amended as provided for in paragraph 2
above; and
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(b) the Borrower shall repay all the outstanding Loans on 31st May, 1996
in accordance with the Loan Agreement (as unamended).
6. By its countersignature hereto, the Borrower represents and warrants to the
Bank in the terms of Clause 14 (Representations and Warranties) of the Loan
Agreement (as though the amendments referred to in paragraph 2 of this
Letter were effective immediately) and Clause 11 (Representations and
Warranties of the Borrower) of the Subordination and Sponsor Support
Agreement, mutatis mutandis, save that references to "this Agreement",
"herein" and like expressions shall be construed as references to each of:
(a) this Letter; and
(b) the Loan Agreement as amended by this Letter.
7. Clause 18.2 (Expenses) of the Loan Agreement shall apply to this Letter,
mutatis mutandis, and the Borrower will reimburse the Bank, promptly on
demand, for all charges and reasonable expenses incurred by the Bank in
connection with the negotiation, preparation and execution of this Letter.
8. The following Clauses in the Loan Agreement shall apply (as though the
amendments referred to in paragraph 2 of this Letter were effective
immediately), mutatis mutandis, to Part I and, insofar as it applies to the
Borrower, Part IV of this Letter as though references therein to "this
Agreement", the "Finance Documents", "herein" and like expressions were
references to this Letter:
Clause 8.3 (Default Interest)
Clause 10 (Payments)
Clause 11 (Taxes)
Clause 18.3 (Stamp Duties)
Clause 18.5 (Assignment)
Clause 18.6 (Set-Off)
Clause 18.7 (Currency Indemnity)
Clause 18.8 (Waivers, Remedies Cumulative)
Clause 19 (Notices)
Clause 20.2 (Forum).
9. The Sponsors, the Share Pledgors and the Loan Note Pledgors (in their
capacity as such) shall have no rights or liabilities under this Part I.
PART II -- SUBORDINATION AND SPONSOR SUPPORT AGREEMENT
10. We refer to the Subordination and Sponsor Support Agreement dated
28th November, 1994 between the Borrower, the Bank and the Sponsors as
amended by letter agreements dated 7th April, 1995, 7th July, 1995 and
20th December, 1995 and 22nd April, 1996 from us to, and agreed by you (as
so amended the "SUBORDINATION AND SPONSOR SUPPORT AGREEMENT").
11. The Borrower, the Bank and the Sponsors agree to amend further the
Subordination and Sponsor Support Agreement, with immediate effect, so
that:
(a) in Clause 1.1 (Terms Defined) the definition of the term "SENIOR
CREDIT AGREEMENT" shall be deleted and the following shall be inserted
in its place:
""SENIOR CREDIT AGREEMENT" means the Loan Agreement dated
28th November, 1994 between the Borrower and the Bank as amended by
letter agreements dated 7th April, 1995, 31st May, 1995, 14th June,
1995, 30th June, 1995, the two letter agreements dated 7th July, 1995,
the letter agreement dated 20th December, 1995, the letter agreement
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dated 22nd April, 1996 and the letter agreement dated on or about
28th May, 1996 respectively from the Bank to, and agreed by, the
Borrower.";
12. The Sponsors, by their counter-signatures hereto, consent to the amendments
made to the Loan Agreement by Part I of this Letter and confirm that the
Subordination and Sponsor Support Agreement (as amended hereby) shall
continue to have full force and effect with reference to the Loan Agreement
(as so amended).
13. By their countersignatures hereto, the Sponsors represent and warrant to
the Bank in the terms of Clause 12 (Representations and Warranties of the
Sponsors) of the Subordination and Sponsor Support Agreement (as though the
amendments referred to in paragraph 11 of this Letter were effective
immediately), mutatis mutandis, save that references to "this Agreement",
"herein" and like expressions shall be construed as references to each of:
(a) this Letter; and
(b) the Subordination and Sponsor Support Agreement (as amended hereby).
14. The following Clauses of the Subordination and Sponsor Support Agreement
(as though the amendments referred to in paragraph 11 of this Letter were
effective immediately) shall apply, mutatis mutandis, to Part II and,
insofar as it applies to the Sponsors or the Subordination and Sponsor
Support Agreement, Part V of this Letter as though references therein to
"this Agreement" and "herein" and like expressions were references to this
Letter (or, in the case of Clause 21.1 (Rights of the Borrower), to this
Part II only of this Letter):
Clause 21 (General)
Clause 22 (Sponsor's obligations joint and several)
Clause 23 (Notices)
Clause 24 (Jurisdiction).
15. The Share Pledgors and the Loan Note Pledgors (in their capacity as such)
shall have no rights or liabilities under this Part II.
PART III -- SHARE PLEDGE AGREEMENT AND SHAREHOLDERS' CONSENT
16. We refer to:
(a) the Share Pledge Agreement dated 13th July, 1995 between the Share
Pledgors and the Bank as pledgee (the "SHARE PLEDGE AGREEMENT"); and
(b) the Shareholders' Consent letter dated 13th July, 1995 from the Share
Pledgors to the Bank in connection with the Loan Agreement and the
Subordination and Sponsor Support Agreement (the "SHAREHOLDERS'
CONSENT").
17. The Share Pledgors, by their counter-signatures hereto, consent to the
amendments made to the Loan Agreement by Part 1 of this Letter and confirm
that the Share Pledge Agreement and the Shareholders' Consent, each as
amended pursuant to Clause 17 above, shall continue to have full force and
effect with reference to the Loan Agreement (as so amended).
18. The Borrower, the Sponsors and the Loan Note Pledgors (in their capacity as
such) shall have no rights or liabilities under this Part III.
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PART IV -- PLEDGE OF SHAREHOLDER LOAN NOTES AGREEMENT
19. We refer to:
(a) the Pledge of Shareholder Loan Notes Agreement (the "MASTER PLEDGE
AGREEMENT") dated 13th July, 1995 between the Bank and the Loan Note
Pledgors; and
(b) the individual loan note pledges (the "INDIVIDUAL PLEDGES") dated
13th July, 1995 entered into by each Loan Note Pledgor in connection
with the Master Pledge Agreement.
20. The Loan Note Pledgors, by their counter-signature hereto, confirm that the
Master Pledge Agreement and the Individual Pledges shall continue to have
full force and effect with reference to the Loan Agreement (as so amended).
21. The Borrower, the Sponsors and the Share Pledgors (in their capacity as
such) shall have no rights or liabilities under this Part IV.
PART V -- GENERAL
22. Terms defined in the Loan Agreement (as though the amendments referred to
in paragraph 2 of this Letter were effective immediately) shall, when used
in this Letter, bear the same meaning in this Letter as in the Loan
Agreement.
23. This Letter shall be governed by and construed in accordance with the Laws
of England apart from paragraphs 17 and 20 which shall be governed by and
construed in accordance with the laws of Thailand.
Yours faithfully,
Dated: May 29, 1996
/s/ Tim Chapman
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For and on behalf of
The Chase Manhattan Bank, N.A.
Bangkok Branch
Bangkok International Banking
Facility
BORROWER
We hereby agree to the above.
Dated: May 28, 1996
/s/ Michael D. McCoy
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For and on behalf of
Thai Romo Limited
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SPONSORS
We hereby agree to the above.
Dated: May 28, 1996
/s/ Pat Rutherford /s/ Patrick Rutherford
- ----------------------------------- -------------------------------------
For and on behalf of Patrick R. Rutherford
Rutherford Moran Oil
Corporation
/s/ John A. Moran /s/ Sidney F. Jones, Jr.
- ----------------------------------- -------------------------------------
John A. Moran Sidney F. Jones, Jr.
/s/ Pat Rutherford /s/ Pat Rutherford
- ----------------------------------- -------------------------------------
For and on behalf of For and on behalf of
PRRTHAI, INC. THAIPRR, L.P.
/s/ John A. Moran /s/ John A. Moran
- ----------------------------------- -------------------------------------
For and on behalf of For and on behalf of
JAMTHAI, INC. THAIJAM, L.P.
/s/ Sidney F. Jones, Jr. /s/ Sidney F. Jones, Jr.
- ----------------------------------- -------------------------------------
For and on behalf of For and on behalf of
SFJTHAI, INC. THAISFJ, L.P.
/s/ Michael D. McCoy
- ----------------------------------- -------------------------------------
For and on behalf of For and on behalf of
MDMTHAI, INC. SRRTHAI, L.P.
- -----------------------------------
For and on behalf of
RED OAK HOLDINGS, INC.
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SHARE PLEDGORS
We hereby agree to the above.
Dated: May 28, 1996
/s/ Pat Rutherford
- ----------------------------------- -------------------------------------
For and on behalf of For and on behalf of
Rutherford Moran Oil Red Oak Holdings, Inc.
Corporation
/s/ Pat Rutherford /s/ Pat Rutherford
- ----------------------------------- -------------------------------------
For and on behalf of For and on behalf of
PRRTHAI, INC. THAIPRR, L.P.
/s/ John A. Moran /s/ John A. Moran
- ----------------------------------- -------------------------------------
For and on behalf of For and on behalf of
JAMTHAI, INC. THAIJAM, L.P.
/s/ Sidney F. Jones, Jr. /s/ Sidney F. Jones, Jr.
- ----------------------------------- -------------------------------------
For and on behalf of For and on behalf of
SFJTHAI, INC. THAISFJ, L.P.
/s/ Michael D. McCoy
- ----------------------------------- -------------------------------------
For and on behalf of For and on behalf of
MDMTHAI, INC. SRRTHAI, INC.
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LOAN NOTE PLEDGORS
We hereby agree to the above.
Dated: May 28, 1996
/s/ Pat Rutherford
- ----------------------------------- -------------------------------------
For and on behalf of For and on behalf of
Rutherford Moran Oil Red Oak Holdings, Inc.
Corporation
/s/ Pat Rutherford /s/ Pat Rutherford
- ----------------------------------- -------------------------------------
For and on behalf of For and on behalf of
PRRTHAI, INC. THAIPRR, L.P.
/s/ John A. Moran /s/ John A. Moran
- ----------------------------------- -------------------------------------
For and on behalf of For and on behalf of
JAMTHAI, INC. THAIJAM, L.P.
/s/ Sidney F. Jones, Jr. /s/ Sidney F. Jones, Jr.
- ----------------------------------- -------------------------------------
For and on behalf of For and on behalf of
SFJTHAI, INC. THAISFJ, L.P.
/s/ Michael D. McCoy /s/ Susan R. Rutherford
- ----------------------------------- -------------------------------------
For and on behalf of For and on behalf of
MDMTHAI, INC. SRRTHAI, L.P.
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ANNEX I
CONDITIONS PRECEDENT
1. A copy of the constitutional documents currently in force of the Borrower
if amended since they were delivered to the Bank in connection with the
Loan Agreement or, if not amended, a certificate to that effect from an
officer of the Borrower.
2. A copy of all corporate authorisations and resolutions required for the
execution, delivery and performance of this Letter by the Borrower and
authorising a specified person or persons to execute this Letter on behalf
of the Borrower.
3. A copy of the constitutional documents currently in force of each Share
Pledgor if amended since they were delivered to the Bank in connection with
the Sixth Amendment Agreement or, if not amended, a certificate to that
effect from an officer of the relevant company.
4. A copy of all corporate authorisations and resolutions required for the
execution, delivery, and performance of this Letter by each (corporate)
Sponsor, each Share Pledgor and each Loan Note Pledgor and authorising a
specified person or persons to execute this Letter on behalf of the
respective party.
5. A copy of all other resolutions, authorisations, approvals, consents,
licences, exemptions, filings and registrations necessary or desirable in
connection with the execution, delivery, performance, validity and
enforceability of the Documents (and the Finance Documents as amended
thereby).
6. A copy of the Joint Operating Agreement if amended since it was last
delivered to the Bank in connection with the Loan Agreement or, if not
amended, a certificate to that effect from an officer of the Borrower.
7. A copy of the Concession Agreement if amended since it was last delivered
to the Bank in connection with the Loan Agreement or, if not amended, a
certificate to that effect from an officer of the Borrower.
8. A copy of all documents of title pursuant to which the Borrower acquired a
14.67480 per cent interest in the Tantawan Area from Maersk Oil (Thailand)
Ltd if amended since they were last delivered to the Bank in connection
with the First Amendment Agreement or, if not amended, a certificate to
that effect from an officer of the Borrower and a copy of all other Maersk
Transfer Documents.
9. A copy of the Management Services Agreement if amended since it was last
delivered to the Bank in connection with the Loan Agreement, or if not
amended, a certificate to that effect from an officer of the Borrower.
10. This Letter duly countersigned by each of the Borrower, the Sponsors, the
Share Pledgors and the Loan Note Pledgors.
Each copy document specified above shall be certified by a duly authorised
officer of the Borrower as being correct, complete and in full force and effect
as at a date no earlier than the date of this Letter. Where a duly authorised
officer of the Borrower is required to give certificates in respect of any of
the above items, the Bank will accept one global certificate in lieu of
individual certificates.
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SCHEDULE
A. LOAN AGREEMENT
1. Borrower: Thai Romo Limited
2. Facility Amount: US $47,000,000
3. Loan Agreement Date: 28th November, 1994 (the date of the Loan Agreement
as amended by):
(a) Letter Agreements dated 7th April, 1995,
31st May, 1995, 14th June, 1995, 30th June,
1995 and 7th July, 1995 between the Bank, the
Borrower, the Sponsors, amongst others;
(b) amendment agreements dated 29th December,
1995, 22nd April, 1996 and on or about
29th May, 1996 between, amongst others, the
Borrower, the Bank and the Participant;
B. PARTICIPATION
1. Participated Facility: $47,000,000
2. Participated Amount: $22,000,000 (payable in Baht as provided for
herein)
3. Participant's Percentage:
(a) in the event that the total amount of Loans
disbursed and outstanding on a given date (taking
account of Loans to be disbursed on any Drawdown
Date (as defined in Clause 2.3) (the "DISBURSED
LOANS")) is less than or equal to $44,000,000,
fifty per cent (50%); or otherwise
(b) 22,000,000/y %
where y equals the Disbursed Loans, but provided that Participant's
participation in the Disbursed Loans shall not exceed $22,000,000.
4. Commencement Date: 29th December, 1995
5. Advances outstanding under the Participated Facility on the Commencement
Date:
Description Applicable Payment Clause
$21,000,000 2.1
6. Participant's Margin for Interest:4%
7. Fees to which the Participation Agreement applies:
0.25% of $22,000,000, such amount having been paid shortly after the
Commencement Date
C. ACCOUNTS
1. Bank's Account(s): The Chase Manhattan Bank, N.A., New York account
The Chase Manhattan Bank, N.A., Bangkok Branch
Account No. 001-0-954006
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2. Participant's Account(s):
Participant's Baht Account: Account No. 658-0-11553-0 with The Chase
Manhattan Bank, N.A., Bangkok Branch
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