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EXHIBIT 4.5
AMENDMENT NO. 4
Amendment No. 4 dated March 21, 1995, but effective for all purposes
as of December 30, 1994 ("Amendment No. 4") 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. 2 dated as of September 30, 1994 and Amendment No. 3 dated as of
December 6, 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 definition of the term "Property" in Annex I of the Credit
Agreement is amended by deleting the semi-colon and every word thereafter and
inserting in its place a period.
1.2 The definitions of the terms "Proved Developed Non-Producing
Reserves" and "Proved Developed Producing Reserves" in Annex I of the Credit
Agreement are amended by deleting the word "Mortgaged"" in the second line of
each definition.
1.3 The definition of the term "Proved Undeveloped Reserves" in
Annex I of the Credit Agreement is amended by capitalizing the word
"properties" in the first line thereof.
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1.4 The first sentence of Section 3.20 in Annex III of the Credit
Agreement is deleted in its entirety and replaced by the following:
"Neither Obligor shall make or commit to make, or
shall permit any of its Subsidiaries to make or commit to
make, any expenditure for fixed or capital assets, except in
respect of the exploration for hydrocarbons or the development
of Proved Developed Producing Reserves, Proved Developed
Non-Producing Reserves or Proved Undeveloped Reserves or
acquisition of oil and gas leaseholds or other similar
interests or leasehold improvements and in an aggregate amount
for each fiscal quarter as presented to the Banks by the
Obligors no later than 15 days prior to the first day of each
fiscal quarter and as reviewed by the Banks prior to the
making of such expenditures."
SECTION 2
REPRESENTATIONS
2.1 Each Obligor represents that this Amendment No. 4 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. 4, 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. 4 or the transactions
contemplated hereby.
SECTION 3
CONDITIONS PRECEDENT
3.1 The effectiveness of this Amendment No. 4 is subject to the
satisfaction of the following conditions precedent:
(a) this Amendment No. 4 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. 4 together with relevant incumbency
certificates, all as certified by a Secretary or an Assistant
Secretary of each Obligor;
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(c) all regulatory approvals, consents and other matters,
if any, necessary to complete this Amendment No. 4 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. 4, 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 Borrowers, relating to this
Amendment No. 4, 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 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. 4.
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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. 4. This Amendment No. 4:
(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. 4 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. 4 to be duly
executed as of the day and year first above written.
PRESIDIO OIL COMPANY
PRESIDIO EXPLORATION, INC.
By: /s/ C.S. Hardesty
Name: C.S. Hardesty
Title: Vice President
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as agent
By: /s/ Ronald E. Lepes
Name: Ronald E. Lepes
Title: Managing Director
THE BANK(S):
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By: /s/ Ronald E. Lepes
Name: Ronald E. Lepes
Title: Managing Director
CITIBANK, N.A.
By: /s/ Barbara A. Cohen
Name: Barbara A. Cohen
Title: Vice President
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