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EXHIBIT 4.3
AMENDMENT NO. 2
Amendment No. 2 dated as of September 30, 1994 ("Amendment
No. 2") to the Amendment and Restatement of Amendment, Restatement and
Consolidation of Credit Agreement dated as of August 6, 1993, as amended by
Amendment No. 1 dated as of December 28, 1993 ("Amendment No. 1") (as amended
and in effect from time to time, the "Credit Agreement"), among Presidio Oil
Company, a Delaware corporation (the "Guarantor" or "Presidio"), Presidio
Exploration, Inc., a Colorado corporation (the "Borrower" or "Exploration";
each of the Borrower and the Guarantor are referred to as an "Obligor" and
together, the "Obligors"), the banks (the "Banks") parties thereto and The
Chase Manhattan Bank (National Association), as agent for the Banks (in such
capacity, the "Agent"). Capitalized terms used but not defined herein shall
have the meanings specified in the Credit Agreement.
WHEREAS, the Obligors have requested that the Banks modify and
amend certain terms of the Credit Agreement; and
WHEREAS, the Agent and the Banks are willing to agree to such
modifications and amendments on the terms and subject to the conditions set
forth herein;
NOW, THEREFORE, in consideration of the agreements,
representations and warranties set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:
SECTION 1
Amendment
1.1 The Credit Agreement is hereby amended as follows:
(a) Section 2.1 (a) (iv) of the Credit Agreement
is deleted in its entirety.
(b) Section 2.1 (c) (i) of the Credit Agreement
is deleted in its entirety and replaced by the following:
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"(i) Working Capital Loans may only be
used for seasonal working capital needs."
(c) Section 4.8 of the Credit Agreement is
amended by deleting "Clean Up" from the phase "Borrowings of, Conversions into,
Continuations as, or duration of Interest Clean Up Period for, Eurodollar
Loans".
(d) The definition of "Clean Up Period" in Annex
I of the Credit Agreement is deleted in its entirety.
(e) Section 3.14(e) in Annex III of the Credit
Agreement is deleted in its entirety and replaced by the following:
"assets other than Mortgaged Properties and
other than assets referred to in clauses (a) - (d) of this Section
3.14 at fair market value so long as not less than 75% of the net
proceeds in excess of $5,000,000 in the aggregate of all such sales
after the date hereof are applied to make capital expenditures
otherwise permitted by Section 3.20 hereof and"
(f) Section 3.24 in Annex III of the Credit
Agreement is deleted in its entirety and replaced by the following:
"3.24 Operating Cash Flow Ratio. In respect
of each fiscal quarter commencing on or after October 1, 1994,
Presidio shall not permit, as of the last day of each such fiscal
quarter, the ratio of (a) the sum of Operating Cash Flow during the
four consecutive fiscal quarters then ending and net proceeds of asset
sales received by Presidio in such four fiscal quarters then ending to
(b) the sum of cash dividends on Presidio common stock and on any
preferred stock of Presidio paid in such four fiscal quarters then
ending, cash interest expense of Presidio and its Subsidiaries paid
during such four fiscal quarters then ending, cash requirements for
the next four succeeding fiscal quarters in respect of scheduled
permanent reductions of Aggregate Commitment and the amount in such
four succeeding
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fiscal quarters of scheduled principal payments on Debt other than
Debt incurred under the Credit Agreement, to be less than 1 to 1.
(g) Section 3.25 in Annex III of the Credit Agreement is
deleted in its entirety and replaced by the following:
"3.25 Report. The Obligors shall provide
the Agent with a report, certified by an authorized officer of each
Obligor, no later than thirty (30) Business Days following each
calendar quarter identifying for the immediately prior calendar
quarter, each new well drilled or developed by the Borrower or in
which the Borrower obtained an ownership interest constituting real or
personal property, the value of the Borrower's interest therein
calculated on a Securities and Exchange Commission PV 10 basis and
such other information pertaining to each such well as the Agent may
request."
SECTION 2
Representations
2.1 Each Obligor represents that this Amendment No. 2 has
been duly authorized, executed and delivered by such Obligor and is the valid
and binding obligation of such Obligor enforceable against it in accordance
with its terms.
2.2 Each Obligor represents and warrants that, after giving effect
to this Amendment No. 2, the representations and warranties in Annex II of the
Credit Agreement and the Loan Documents are true and correct on the date hereof
as though made on and as of such date (except for the first sentence of Section
2.2 of Annex II of the Credit Agreement which is true and correct as of
December 31, 1992) and that no Default has occurred and is continuing or would
result from the execution of this Amendment No. 2 or the transactions
contemplated hereby.
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SECTION 3
Conditions Precedent
3.1 The effectiveness of this Amendment No. 2 is subject
to the satisfaction of the following conditions precedent:
(a) this Amendment No. 2 shall have been executed
and delivered and be in full force and effect;
(b) receipt by the Agent of resolutions of the
board of directors (or the executive committee thereof) of each
Obligor authorizing this Amendment No. 2 together with relevant
incumbency certificates, all as certified by a Secretary or an
Assistant Secretary of each Obligor;
(c) all regulatory approvals, consents and other
matters, if any, necessary to complete this Amendment No. 2 shall be
in full force and effect;
(d) the representations and warranties of each
Obligor contained herein and in any Loan Document, after giving effect
to this Amendment No. 2, shall be true and correct on and as of the
date hereof (except for the first sentence of Section 2.2 of Annex II
of the Credit Agreement which is true and correct as of December 31,
1992);
(e) the Agent and the Banks shall have received
an opinion of Bruce R. DeBoer, counsel to the Obligors, relating to
this Amendment No. 2, in a form satisfactory to the Agent and the
Banks;
(f) the Agent and the Banks shall have received
confirmation of the Guaranty by the Guarantor.
SECTION 4
Ratification
4.1 Except as expressly amended hereby
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or otherwise provided herein, the Credit Agreement and the other Loan Documents
shall remain in full force and effect. The Credit Agreement, as hereby
amended, and all rights and powers created thereby or thereunder and under the
other Loan Documents are in all respects ratified and confirmed and remain in
full force and effect including, without limitation, the liens and security
interests created by the Mortgages which shall continue to secure the
Obligations purported to be secured thereby under the Credit Agreement as
amended hereby. All references to the Credit Agreement in the Credit Agreement
and the other Loan Documents shall be deemed to be references to the Credit
Agreement as amended hereby.
SECTION 5
Expenses
5.1 The Obligors shall pay to the Banks all expenses
(including reasonable fees and disbursements of counsel and local counsel to
the Agent) incurred by them in connection with the preparation, execution and
delivery of this Amendment No. 2.
SECTION 6
Governing Law
6.1 THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 7
Miscellaneous
7.1 The headings and captions herein shall be accorded no
significance in interpreting this Amendment No. 2. This Amendment No. 2:
(a) shall be binding and inure to the benefit of
the Obligors, the Banks and the Agent and their respective successors,
assigns, receivers and trustees;
(b) may be modified or amended only in
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writing signed by each party; and
(c) may be executed in several counterparts and
by the parties hereto on separate counterparts and each such
counterpart, when so executed and delivered shall constitute but one
and the same agreement.
SECTION 8
No Novation
8.1 Except as expressly provided for herein, each Obligor
agrees and acknowledges that this Amendment No. 2 shall not effect a novation
or release of any Obligor in respect of the Obligations.
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The parties hereto have caused this Amendment No. 2 to be duly
executed as of the day and year first above written.
PRESIDIO OIL COMPANY
PRESIDIO EXPLORATION, INC.
By: /s/ C. S. Hardesty
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Name: C. S. Hardesty
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Title: Vice President
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THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as
agent
By: /s/ Richard F. Betz
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Name: Richard F. Betz
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Title: Vice President
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THE BANK(S):
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By: /s/ Richard F. Betz
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Name: Richard F. Betz
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Title: Vice President
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CITIBANK, N.A.
By: /s/ Barbara A. Cohen
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Name: Barbara A. Cohen
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Title: Vice President
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