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Exhibit 4.21
FIRST JOINT AMENDMENT
TO
GLOBAL CREDIT AGREEMENT
AND
TO
CREDIT AGREEMENT
(CANADA)
AMONG
UMC PETROLEUM CORPORATION,
UNITED MERIDIAN CORPORATION,
UMC RESOURCES CANADA LTD.,
NORFOLK HOLDINGS INC.,
UMIC COTE D'IVOIRE CORPORATION,
UMC EQUATORIAL GUINEA CORPORATION,
THE CHASE MANHATTAN BANK,
AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT,
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
AS SYNDICATION AGENT,
NATIONSBANK OF TEXAS, N.A.
AND
SOCIETE GENERALE,
AS DOCUMENTATION AGENTS,
BANQUE PARIBAS,
WELLS FARGO BANK, N.A.,
AND
COLORADO NATIONAL BANK,
AS CO-AGENTS,
THE CHASE MANHATTAN BANK OF CANADA,
AS CANADIAN AGENT
AND
THE LENDERS AND CANADIAN LENDERS SIGNATORY HERETO
Effective as of December 3, 1997
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FIRST JOINT AMENDMENT TO GLOBAL CREDIT AGREEMENT
AND TO CREDIT AGREEMENT (CANADA)
This FIRST JOINT AMENDMENT TO GLOBAL CREDIT AGREEMENT AND TO CREDIT
AGREEMENT (CANADA) (this "First Amendment") executed effective as of the 3rd of
December, 1997 (the "Effective Date") is among: UMC PETROLEUM CORPORATION, a
corporation duly organized and validly existing under the laws of the state of
Delaware (the "Company"); UNITED MERIDIAN CORPORATION, a corporation duly
organized and validly existing under the laws of the state of Delaware ("United
Meridian"); UMC RESOURCES CANADA LTD., a company existing under the laws of the
Province of British Columbia ("UMC Canada"); NORFOLK HOLDINGS INC., a
corporation duly organized and validly existing under the laws of the state of
Delaware ("Norfolk"); UMIC COTE D'IVOIRE CORPORATION, a corporation duly
organized and validly existing under the laws of the state of Delaware ("UMC-
CI-11"); UMC EQUATORIAL GUINEA CORPORATION, a corporation duly organized and
validly existing under the laws of the state of Delaware ("UMC-EG-B"); each of
the financial institutions that is a signatory to the Credit Agreement
(hereinafter defined) (individually, a "Lender" and, collectively, the
"Lenders"); each of the lenders under the Canadian Credit Agreement
(hereinafter defined) (individually, a "Canadian Lender" and, collectively, the
"Canadian Lenders"); THE CHASE MANHATTAN BANK, AS ADMINISTRATIVE AGENT for the
Lenders (in such capacity, the "Administrative Agent"), and AS COLLATERAL AGENT
for the Lenders (in such capacity, the "Collateral Agent"), MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, AS SYNDICATION AGENT for the Lenders (in such
capacity, the "Syndication Agent"), NATIONSBANK OF TEXAS, N.A. AND SOCIETE
GENERALE, AS DOCUMENTATION AGENTS for the Lenders (in such capacity, the
"Documentation Agents"), BANQUE PARIBAS, WELLS FARGO BANK, N.A., and COLORADO
NATIONAL BANK, AS CO-AGENTS for the Lenders (in such capacity, the "Co-
Agents"), and THE CHASE MANHATTAN BANK OF CANADA, as agent for the Canadian
Lenders (in such capacity, the "Canadian Agent") (the Administrative Agent, the
Collateral Agent, the Syndication Agent, the Documentation Agents, the Co-
Agents, the Lenders, the Canadian Agent and the Canadian Lenders collectively
being the "Lender Group").
RECITALS
A. United Meridian, the Company, the Administrative Agent, the
Syndication Agent, the Documentation Agents, the Co-Agents and the Lenders are
parties to that certain Global Credit Agreement dated as of March 18, 1997 (as
amended, restated, modified or otherwise supplemented from time to time and in
effect, the "Credit Agreement") pursuant to which the Lenders have made certain
credit available to and on behalf of the Company.
B. UMC Canada, the Canadian Agent and the Canadian Lenders are
parties to that certain Credit Agreement (Canada) dated as of March 18, 1997
(as amended, restated, modified or otherwise supplemented from time to time and
in effect, the "Canadian Credit Agreement") pursuant to which the Canadian
Lenders have made certain credit available to and on behalf of UMC Canada.
C. United Meridian, the Company and UMC Canada have requested and
the Lender Group has agreed to amend certain provisions of the Credit Agreement
and the Canadian Credit Agreement.
D. Now, therefore, in consideration of the premises and the mutual
covenants herein contained, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
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Section 1. Defined Terms. All capitalized terms which are defined in
the Credit Agreement, but which are not defined in this First Amendment, shall
have the same meanings as defined in the Credit Agreement or, if the context so
requires, the meanings as defined in the Canadian Credit Agreement. Unless
otherwise indicated, all section references in Section 3 of this First
Amendment refer to the Canadian Credit Agreement, and all other section
references in this First Amendment refer to the Credit Agreement.
Section 2. Amendments to Credit Agreement.
2.1 Amendments to Section 1.01.
(a) The definition of "Agreement" is hereby amended to read as
follows:
"Agreement" shall mean this Global Credit Agreement, as amended
by the First Amendment and as further amended from time to time.
(b) The definition of "Applicable Margin" is hereby amended to read
as follows:
"Applicable Margin" shall mean, with respect to Conventional
Loans, the following rate per annum as is applicable:
- --------------------------------------------------------------------------------------------------------
Borrowing Base Utilization Applicable Margin for Applicable Margin for
Percentage Eurodollar Loans Base Rate Loans
- --------------------------------------------------------------------------------------------------------
Less than 40% 0.250% (0.250%)
- --------------------------------------------------------------------------------------------------------
Greater than or equal to 40%, 0.375% (0.125%)
but less than 55%
- --------------------------------------------------------------------------------------------------------
Greater than or equal to 55%, 0.500% 0.000%
but less than 65%
- --------------------------------------------------------------------------------------------------------
Greater than or equal to 65%, 0.875% 0.000%
but less than 85%
- --------------------------------------------------------------------------------------------------------
Greater than or equal to 85% 1.375% 0.375%.
- --------------------------------------------------------------------------------------------------------
(c) The definition of "Facility Fee Rate" is hereby amended to read
as follows:
"Facility Fee Rate" shall mean the following rate per annum as is
applicable:
============================================================================================
Borrowing Base Utilization Percentage Rate Per Annum
- --------------------------------------------------------------------------------------------
Greater than or equal to 65% 0.375%
- --------------------------------------------------------------------------------------------
Less than 65% 0.250%.
============================================================================================
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(d) The following definitions of "First Amendment" and "First
Amendment Effective Date" are hereby added where alphabetically appropriate:
"First Amendment" shall mean that certain First Joint Amendment
to Global Credit Agreement and to Credit Agreement (Canada) dated as of
December 3, 1997 among the United Meridian, the Company, the Guarantors,
UMC Canada, the Agents, the Canadian Agent, the Lenders and the Canadian
Lenders.
"First Amendment Effective Date" shall mean the "Effective Date"
as such term is defined in the First Amendment.
2.2 Borrowing Base. The third sentence of clause (a)(i) of Section
2.09 is hereby deleted in its entirety and the following is inserted in lieu
thereof:
For the period from and including the First Amendment Effective Date to
but not including the first Redetermination Date thereafter, the amount
of the Borrowing Base shall be $300,000,000, representing a North
American Component of $210,000,000 and an International Component of
$90,000,000.
2.3 Allocated U.S. and Canadian Borrowing Bases. The third sentence
of clause (a)(iii) of Section 2.09 is hereby deleted in its entirety and the
following is inserted in lieu thereof:
On the First Amendment Effective Date, the Allocated Canadian Borrowing
Base shall be $3,530,000, resulting in an initial Allocated U.S.
Borrowing Base of $296,470,000.
2.4 Annex I and Exhibits. Annex I and Exhibit D to the Credit
Agreement are hereby deleted in their entirety, and the revised Annex I and
Exhibit D, each dated as of the First Amendment Effective Date and attached
hereto, are inserted in lieu thereof.
Section 3. Amendments to Canadian Credit Agreement.
3.1 Amendments by Incorporation. The amendments to the Credit
Agreement contained in this First Amendment shall also be made to the
corresponding defined terms and provisions of the Canadian Credit Agreement as
such terms are incorporated therein.
3.2 Amendments to Section 1.01. The definition of "Agreement" is
hereby deleted in its entirety and the following is inserted in lieu thereof:
"Agreement" shall mean this Credit Agreement, as amended by the
First Amendment and as further amended from time to time.
3.3 Removal of Canadian Lender. As of the First Amendment Effective
Date, but subject to the terms of Section 12.04 of the Canadian Credit
Agreement and the Sections referred to therein, (i) all Indebtedness under the
Canadian Credit Agreement and the Security Instruments (as defined in the
Canadian Credit Agreement) owing to Societe Generale (Canada) shall be paid in
full, (ii) Societe Generale (Canada) shall be removed as a "Lender" under the
Canadian Credit Agreement, and (iii) Societe Generale (Canada) shall be
relieved of its obligations under the Canadian Credit Agreement, the
Intercreditor Agreement and the other Security Instruments in full.
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Section 4. Consents and other Matters.
4.1 Limitations on Waivers. The following waivers granted in Section
4.2 of this First Amendment are hereby granted to the extent and only to the
extent necessary to permit the consummation of the transactions described
therein, and such provisions shall not be waived for any other purposes.
4.2 Notices; Consent and Waiver - UMC Colorado LLC. United Meridian
and the Company have informed the Lender Group that United Meridian intends to
create UMC Colorado LLC, a limited liability company formed under the laws of
the State of Colorado, initially having United Meridian as its sole member.
United Meridian intends to capitalize UMC Colorado LLC with certain
intercompany notes issued by the Company in favor of United Meridian and
thereafter contribute its membership interests in UMC Colorado LLC to the
Company resulting in the Company being the sole member of UMC Colorado LLC.
The intercompany notes are subordinated to the Indebtedness as required under
Section 9.01(g). United Meridian and the Company have advised the Lender Group
that the foregoing transactions may violate Section 9.13 of the Credit
Agreement and have requested that the Lender Group consent, and the Lender
Group hereby consents, to the transactions contemplated in this Section 4.2.
Section 5. Conditions Precedent. The effectiveness of this First
Amendment is subject to the receipt by the Administrative Agent of the
following documents and satisfaction or waiver of the other conditions provided
in this Section 5, each of which shall be satisfactory to the Administrative
Agent in form and substance:
5.1 Loan Documents. The Administrative Agent shall have received
multiple counterparts as requested of this First Amendment, each executed and
delivered by a duly authorized officer of each party.
5.2 Representations and Warranties. Except as affected by the
transactions contemplated in the Credit Agreement and this First Amendment,
each of the representations and warranties made by United Meridian, the
Company, any Guarantor or UMC Canada in or pursuant to the Security Instruments
shall be true and correct in all material respects as of the Effective Date, as
if made on and as of such date.
5.3 No Default. No Default or Event of Default shall have occurred
and be continuing as of the Effective Date.
5.4 No Change. No event shall have occurred since December 31, 1996
which could reasonably be expect to have a Material Adverse Effect.
5.5 Security Instruments. All of the Security Instruments shall be
in full force and effect.
5.6 Intercompany Notes. United Meridian shall have delivered true
and complete copies of the subordinated intercompany notes described in
Section 4.2, which shall be in form and substance reasonably satisfactory to
the Administrative Agent.
Section 6. Representations and Warranties; Etc. United Meridian, the
Company, each Guarantor and UMC Canada, as appropriate, each hereby affirm that
as of the date of execution and delivery of this First Amendment, all of the
representations and warranties contained in the Credit
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Agreement, the Canadian Credit Agreement and the other Security Instruments to
which it is a party are true and correct in all material respects as though
made on and as of the Effective Date and after giving effect to this First
Amendment and to the transactions contemplated hereby and that no Defaults
exist or will exist under the Credit Agreement, the UMC Credit Agreement or
other Security Instruments to which it is a party after giving effect to the
aforesaid transactions.
Section 7. Miscellaneous.
7.1 Confirmation. The provisions of the Credit Agreement and the
Canadian Credit Agreement (each as amended by this First Amendment) shall
remain in full force and effect in accordance with their terms following the
effectiveness of this First Amendment.
7.2 Ratification and Affirmation of Guarantors. Each of the
Guarantors under the Credit Agreement and under the Canadian Credit Agreement
hereby expressly (i) acknowledges the terms of this First Amendment, (ii)
ratifies and affirms its obligations under its respective Guaranty Agreement
and the other Security Instruments to which it is a party, (iii) acknowledges,
renews and extends its continued liability under its respective Guaranty
Agreement and the other Security Instruments to which it is a party and agrees
that its respective Guaranty Agreement and the other Security Instruments to
which it is a party remains in full force and effect with respect to the
Indebtedness as amended hereby.
7.3 Counterparts. This First Amendment may be executed by one or
more of the parties hereto in any number of separate counterparts, and all of
such counterparts taken together shall be deemed to constitute one and the same
instrument.
7.4 No Oral Agreement. THIS WRITTEN FIRST AMENDMENT, THE CREDIT
AGREEMENT, THE CANADIAN CREDIT AGREEMENT AND THE SECURITY INSTRUMENTS EXECUTED
IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRACTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL
AGREEMENTS BETWEEN THE PARTIES.
7.5 GOVERNING LAW. THIS FIRST AMENDMENT (INCLUDING, BUT NOT LIMITED
TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, OTHER THAN THE CONFLICT
OF LAWS RULES THEREOF; PROVIDED THAT, TO THE EXTENT THIS FIRST AMENDMENT AMENDS
THE CANADIAN CREDIT AGREEMENT, THIS FIRST AMENDMENT (INCLUDING, BUT NOT LIMITED
TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ALBERTA AND THE LAWS OF CANADA
APPLICABLE THEREIN, OTHER THAN THE CONFLICT OF LAWS RULES THEREOF.
[SIGNATURES BEGIN NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed effective as of the date first written above.
UMC PETROLEUM CORPORATION
By:
--------------------------------
Kevin McMillan
Vice President and Treasurer
UNITED MERIDIAN CORPORATION
By:
--------------------------------
Kevin McMillan
Vice President and Treasurer
UMC RESOURCES CANADA LTD.
By:
--------------------------------
Kevin McMillan
Vice President and Treasurer
NORFOLK HOLDINGS INC.
By:
--------------------------------
Name:
Title:
UMIC COTE D'IVOIRE CORPORATION
By:
--------------------------------
Kevin McMillan
Vice President and Treasurer
UMC EQUATORIAL GUINEA CORPORATION
By:
--------------------------------
Kevin McMillan
Vice President and Treasurer
[Signature Page to First Joint Amendment to Global Credit Agreement - Page 1]
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BANQUE PARIBAS
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By:
--------------------------------
Mary Jo Woodford
Vice President
NATIONSBANK OF TEXAS, N.A.
By:
--------------------------------
Paul Squires
Senior Vice President
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK
By:
--------------------------------
John Kowalczuk
Vice President
SOCIETE GENERALE, SOUTHWEST AGENCY
By:
--------------------------------
Richard Erbert
Vice President
[Signature Page to First Joint Amendment to Global Credit Agreement - Page 2]
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WELLS FARGO BANK, N.A.
By:
--------------------------------
John Fields
Vice President
COLORADO NATIONAL BANK
By:
--------------------------------
Name:
Title:
ABN/AMRO BANK, N.V.
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION
By:
--------------------------------
Name:
Title:
[Signature Page to First Joint Amendment to Global Credit Agreement - Page 3]
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BARCLAYS BANK PLC
By:
--------------------------------
Name:
Title:
CHRISTIANIA BANK OG KREDITKASSE, ASA
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
[Signature Page to First Joint Amendment to Global Credit Agreement - Page 4]
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AGENTS: THE CHASE MANHATTAN BANK, AS
ADMINISTRATIVE AGENT AND COLLATERAL
AGENT
By:
--------------------------------
Mary Jo Woodford
Vice President
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, AS SYNDICATION AGENT
By:
--------------------------------
John Kowalczuk
Vice President
NATIONSBANK OF TEXAS, N.A., AS
DOCUMENTATION AGENT
By:
--------------------------------
Paul Squires
Senior Vice President
SOCIETE GENERALE, SOUTHWEST AGENCY,
AS DOCUMENTATION AGENT
By:
--------------------------------
Richard Erbert
Vice President
[Signature Page to First Joint Amendment to Global Credit Agreement - Page 5]
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BANQUE PARIBAS, AS CO-AGENT
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
WELLS FARGO BANK, N.A., AS CO-AGENT
By:
--------------------------------
John Fields
Vice President
COLORADO NATIONAL BANK, AS CO-AGENT
By:
--------------------------------
Name:
Title:
[Signature Page to First Joint Amendment to Global Credit Agreement - Page 6]
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CANADIAN AGENT AND LENDER: THE CHASE MANHATTAN BANK OF CANADA
By:
--------------------------------
Christine Chan
Vice President
By:
--------------------------------
Richard Jerome
Vice President
THE CHASE MANHATTAN BANK OF CANADA,
as Canadian Agent
By:
--------------------------------
Christine Chan
Vice President
By:
--------------------------------
Richard Jerome
Vice President
CANADIAN LENDER WITHDRAWING FROM THE CREDIT AGREEMENT.
SOCIETE GENERALE (CANADA)
By:
--------------------------------
Bert Coish
Vice President
[Signature Page to First Joint Amendment to Global Credit Agreement - Page 7]
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ANNEX I
LIST OF COMMITMENTS AND CANADIAN COMMITMENTS
as of December 3, 1997
U.S. Lenders and U.S. Commitments
Name of Lender Commitment Percentage Commitment Global Commitment Percentage
- -------------- --------------------- ---------- ----------------------------
The Chase Manhattan Bank 10.61490201% $35,000,000.00 11.66667%
Morgan Guaranty Trust Company 11.80557897% $35,000,000.00 11.66667%
of New York
NationsBank of Texas, N.A. 10.119067% $30,000,000.00 10.00000%
Societe Generale, Southwest 10.119067% $30,000,000.00 10.00000%
Agency
Banque Paribas 8.43255642% $25,000,000.00 8.33333%
Wells Fargo Bank, N.A. 8.43255642% $25,000,000.00 8.33333%
Colorado National Bank 6.74604513% $20,000,000.00 6.66667%
ABN/AMRO Bank N.V. 6.74604513% $20,000,000.00 6.66667%
Bank of America NT & SA 6.74604513% $20,000,000.00 6.66667%
Barclays Bank PLC 6.74604513% $20,000,000.00 6.66667%
Christiania Bank og Kreditkasse 6.74604513% $20,000,000.00 6.66667%
Credit Suisse First Boston 6.74604513% $20,000,000.00 6.66667%
------------- --------------- -----------
100.00% $300,000,000.00 100.00%
Canadian Lenders and Canadian Subcommitments
Name of Lender Commitment Percentage Commitment
- -------------- --------------------- ----------
The Chase Manhattan Bank of Canada 100% CDN $37,500,00
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Affiliated Canadian Lenders
Lender Canadian Affiliate
------ ------------------
The Chase Manhattan Bank The Chase Manhattan Bank of Canada
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EXHIBIT D
SUBSIDIARIES AND GUARANTORS
December 3, 1997
Unless otherwise indicated in this Exhibit D, 100% of the Capital Stock
of each of the Subsidiaries listed below is legally and beneficially owned by
the Company.
Unless otherwise indicated in this Exhibit D, the principal place of
business and chief executive office of each of the Subsidiaries listed below is
located at 1201 Louisiana, Suite 1400, Houston, Texas 77002.
Unless otherwise indicated in this Exhibit D, each of the Subsidiaries
listed below is a Delaware corporation.
UMC Pipeline Corporation
United Meridian International Corporation
UMIC Cote d'Ivoire Corporation
Lion G.P.L. (an Ivorian company). 100% owned by UMIC Cote
d'Ivoire Corporation. The principal place of business is located
at BP 827, Abidjan 04, Republic of Cote d'Ivoire.
UMIC (CI-01) Corporation
UMIC (CI-02) Corporation
UMIC (CI-12) Corporation
UMIC (CI-105) Corporation
UMC Angola Corporation
UMC Bangladesh Corporation
UMC Pakistan Corporation
UMC Ghana Corporation
UMC Cayman Islands Corporation (a Cayman Islands corporation)
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Norfolk Holdings Inc., 410 17th Street, Suite 1400, Denver, Colorado
80202 (Guarantor)
UMC Resources Canada Ltd. (a British Columbia company). 86.58%
of the equity of this company is legally and beneficially owned
by Norfolk Holdings Inc. 13.42% of the equity of this company is
legally and beneficially owned by UMC Petroleum Corporation. The
principal place of business and chief executive office is located
at 350 Seventh Avenue S.W., Suite 1000, Calgary, Alberta T2P 3N9
UMC Equatorial Guinea Corporation
Big Sky Gas Marketing Corporation
Havre Pipeline Company, L.L.C. (a Texas limited liability company). 410
17th Street, Suite 1400, Denver, Colorado 80202. UMC Petroleum Corporation
owns 55.89% of the units of this company.
UMC Colorado LLC (a Colorado limited liability company), 410 17th
Street, Suite 1400, Denver, Colorado 80202.
GUARANTORS
United Meridian Corporation
Norfolk Holdings Inc.
UMIC Cote d'Ivoire Corporation
UMC Equatorial Guinea Corporation