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EXHIBIT 4.4
AMENDMENT NO. 3
Amendment No. 3 dated as of December 6, 1994 ("Amendment No. 3") 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 and Amendment No. 2 dated as of September 30,
1994 (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 parties thereto (the
"Banks") 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)(i) of the Credit Agreement is deleted
in its entirety and replaced by the following:
"(i) Each Bank severally agrees, subject to the
terms and conditions hereinafter set forth, to make Loans to
the Borrower from time to time on any Business Day during the
period from and including the Effective Date to but excluding
the Commitment Termination Date in an aggregate principal
amount at any one time outstanding up to but not exceeding the
amount of such Bank's Commitment as then in effect, provided
that no such Loans shall be made if after giving effect
thereto the aggregate principal amount of the Loans
outstanding would exceed the lesser of (A) the amount set
forth in Section 2.1(a)(v) hereof and (B) the applicable
amount indicated on Schedule III hereof."
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(b) Section 2.1(a)(v) of the Credit Agreement is deleted
in its entirety and replaced by the following:
"(v) The aggregate principal amount of Loans
outstanding at any one time shall not exceed $22,400,000,
provided, however, that if (A) the Obligors shall agree to
grant a Lien to the Banks in assets not otherwise constituting
Mortgaged Property hereunder, (B) such assets shall become
Mortgaged Property hereunder and (C) the Agent determines in
its sole discretion to increase the aggregate principal amount
of Loans permitted to be outstanding at any one time, then the
aggregate principal amount of Loans outstanding at any one
time shall not exceed $25,000,000."
(c) Schedule III to the Credit Agreement is deleted in
its entirety and replaced by the Schedule III attached hereto.
(d) The definition of the term "Loan" in Annex I of the
Credit Agreement is amended by adding the words "(including, without
limitation, Section 2.1 of the Credit Agreement)" after the words
"Credit Agreement" in the third line thereof.
(e) Section 3.14(f) in Annex III of the Credit Agreement
is deleted in its entirety and replaced by the following:
"(f) sales of Mortgaged Property (with the consent
of each of the Banks) provided that 100% of the net proceeds
of such sales are applied to reduction of the Aggregate
Commitment; provided, however, that the net proceeds of the
sale of up to 50% of Obligor's working interest in the Table
Mountain Field and up to 50% of Obligor's working interest in
the Culp Draw Field (including the Culp Draw Unit wells,
Scorpion Federal No. 43-9 well and Conoco Federal No. 1 well)
may be used for general corporate purposes, and shall not be
required to be applied to reduce the Aggregate Commitment."
SECTION 2
REPRESENTATIONS
2.1 Each Obligor represents that this Amendment No. 3 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. 3, 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
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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. 3 or the transactions contemplated hereby.
SECTION 3
CONDITIONS PRECEDENT
3.1 The effectiveness of this Amendment No. 3 is subject to the
satisfaction of the following conditions precedent:
(a) this Amendment No. 3 shall have been executed and
delivered;
(b) receipt by the Agent of resolutions of the board of
directors (or the executive committee thereof) of each Obligor
authorizing this Amendment No. 3 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. 3 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. 3, 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 (i) Bruce R. DeBoer, counsel to the Borrowers, and (ii)
Brown & Drew, local counsel to the Banks, relating to this Amendment
No. 3, 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 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
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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. 3.
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. 3. This Amendment No. 3:
(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 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. 3 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. 3 to be duly
executed as of the day and year first above written.
PRESIDIO OIL COMPANY
PRESIDIO EXPLORATION, INC.
By: /s/ Robert L. Smith
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Name: Robert L. Smith
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Title: 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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SCHEDULE III
COMMITMENT REDUCTION DATE AGGREGATE COMMITMENT
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October 1, 1995 $ 21,000,000
January 1, 1996 19,600,000
April 1, 1996 18,200,000
July 1, 1996 16,800,000
October 1, 1996 15,400,000
January 1, 1997 14,000,000
April 1, 1997 12,600,000
July 1, 1997 11,200,000
October 1, 1997 9,800,000
January 1, 1998 8,400,000
April 1, 1998 7,000,000
July 1, 1998 5,600,000
October 1, 1998 4,200,000
January 1, 1999 2,800,000
April 1, 1999 1,400,000
July 1, 1999 -0-
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