SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number: 0-10156
CAIRN ENERGY USA, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2169839
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8115 Preston Road, Suite 500, Dallas, Texas 75225
(Address of principal executive offices) (Zip Code)
(214) 369-0316
(Registrant's telephone number, including area code)
Former address: 8235 Douglas Ave., Suite
1221, Dallas, TX 75225 (Former name, former address and
former fiscal year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
The number of shares outstanding of each of the issuer's classes of common stock
as of October 31 1996:
17,560,831 shares of common stock, par value $.01
1
<PAGE>
CAIRN ENERGY USA, INC.
INDEX
Page No.
------------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Operations for the three and nine
months ended September 30, 1996 and 1995............................. 3
Balance Sheets at September 30, 1996 and December 31, 1995............. 4
Statement of Changes in Stockholders' Equity for the
nine months ended September 30, 1996................................. 6
Statements of Cash Flows for the nine months
ended September 30, 1996 and 1995.................................... 7
Notes to Financial Statements ......................................... 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................... 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................. 14
Item 2. Changes in Securities............................................. 14
Item 3. Defaults Upon Senior Securities................................... 14
Item 4. Submission of Matters to a Vote of Security Holders............... 14
Item 5. Other Information................................................. 14
Item 6. Exhibits and Reports on Form 8-K.................................. 14
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAIRN ENERGY USA, INC.
STATEMENTS OF OPERATIONS
Three and nine months ended September 30, 1996 and 1995
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
-------------------------- -------------------------
1996 1995 1996 1995
------ ----- ---- -------
(in thousands, except per share amounts)
Revenues:
<S> <C> <C> <C> <C>
Oil and gas . . . . . . . . . . . . . . . . . . . . $7,414 $7,131 $22,155 $19,940
Other revenue . . . . . . . . . . . . . . . . . . . . 140 75 203 150
------- ------- --------- ---------
Total revenues . . . . . . . . . . . . . . . . . . . . . 7,554 7,206 22,358 20,090
Expenses:
Lease operating expenses & production taxes 1,075 833 2,707 2,397
Depreciation, depletion & amortization . . . . . . 4,503 3,909 12,400 10,680
Administrative expenses . . . . . . . . . . . . . . . 358 428 1,136 1,249
Interest . . . . . . . . . . . . . . . . . . . . . . 725 739 1,761 2,096
------- ------- --------- ---------
Total expenses . . . . . . . . . . . . . . . . . . . . . 6,661 5,909 18,004 16,422
------- ------- --------- ---------
Net income . . . . . . . . . . . . . . . . . . . . . . $ 893 $1,297 $4,354 $3,668
===== ===== ===== =====
Net income per common and
common equivalent share . . . . . . . . . . . . $ 0.05 $ 0.08 $ 0.25 $ 0.23
===== ===== ===== =====
Weighted average common and common
equivalent shares outstanding . . . . . . . . . . . 17,560 16,187 17,558 16,043
===== ===== ===== =====
</TABLE>
See accompanying notes.
3
<PAGE>
CAIRN ENERGY USA, INC.
BALANCE SHEETS
September 30, 1996 and December 31, 1995
ASSETS
-----------
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------ -----------
(in thousands)
Current assets:
<S> <C> <C>
Cash and cash equivalent $ 2,144 $ 3,553
Accounts receivable 3,021 4,340
Prepaid expenses 733 447
-------- --------
Total current assets 5,898 8,340
Property and equipment at cost:
Oil and gas properties, based on full cost accounting 194,400 157,100
Other equipment 898 712
-------- --------
195,298 157,812
Less accumulated depreciation, depletion and amortization (72,305) (59,905)
Net property and equipment 122,993 97,907
Deferred charges, net of amortization 288 564
--------- ---------
Total assets $129,179 $106,811
====== ======
</TABLE>
See accompanying notes.
4
<PAGE>
CAIRN ENERGY USA, INC.
BALANCE SHEETS
September 30, 1996 and December 31, 1995
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------------------------------
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------ -----------
(in thousands)
Current liabilities:
<S> <C> <C>
Accounts payable $ 1,225 $ 499
Accrued lease operating expenses 457 578
Accrued well costs 1,880 6,194
Other accrued liabilities 401 254
Current maturities of long-term debt 9,317 -
------- -------
Total current liabilities 13,280 7,525
Long-term debt 27,683 15,500
Stockholders' equity:
Common stock, $.01 par value;
30,000,000 shares authorized;
Shares issued and outstanding;
June 30, 1996 - 17,559,173
December 31, 1995 - 17,550,480 176 176
Additional paid-in capital 94,796 94,720
Accumulated deficit (6,756) (11,110)
------- -------
Total stockholder's equity 88,216 83,786
--------- ---------
Total liabilities and stockholders' equity $129,179 $106,811
====== ======
</TABLE>
See accompanying notes.
5
<PAGE>
CAIRN ENERGY USA, INC.
Statement of Changes in Stockholders' Equity
Nine months ended September 30, 1996
(in thousands)
<TABLE>
<CAPTION>
Additional Total
Common Stock Paid-In Accumulated Stockholders'
Shares Amount Capital Deficit Equity
Balance at
December 31,
<S> <C> <C> <C> <C> <C>
1995 17,550 $176 $94,720 $(11,110) $83,786
Exercise of
stock options 7 - 42 - 42
Other 3 - 34 - 34
Net income - - - 4,354 4,354
----------------------------------------------------------------------------------------------------------
Balance at
September 30, 1996 17,560 $176 $94,796 $15,464 $88,216
=====================================================================================
</TABLE>
See accompanying notes.
6
<PAGE>
CAIRN ENERGY USA, INC.
STATEMENTS OF CASH FLOWS
Nine months ended September 30, 1996 and 1995
<TABLE>
<CAPTION>
September 30, September 30,
1996 1995
------------- -------------
(in thousands)
Increase (decrease) in cash and cash equivalents Cash flows from operating
activities:
<S> <C> <C>
Net income....................................................................$ 4,354 $ 3,668
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization................................... 12,400 10,680
Amortization of loan costs................................................. 287 266
Change in operating assets and liabilities:
Accounts receivable...................................................... 1,319 (2,494)
Prepaid expenses......................................................... (286) (582)
Accounts payable......................................................... 726 (966)
Accrued liabilities...................................................... 66 236
Deferred revenue......................................................... - (137)
Advances (repayments) from (to) Cairn Energy PLC......................... (6) 50
---------- ----------
Net cash provided by operating activities....................................... 18,860 10,721
Cash flows from investing activities:
Exploration and development expenditures.......................................(42,117) (19,275)
Proceeds from sale of natural gas and crude oil properties..................... 503 1,841
Increase in other equipment.................................................... (186) (169)
--------- -----------
Net cash used in investing activities...........................................(41,800) (17,603)
Cash flows from financing activities:
Proceeds from long-term debt................................................... 21,500 10,000
Repayment of long-term debt.................................................... - (19,000)
Issuance of Common Stock, Net . . . . . . . . . . . . . . . . . . . . . . . . - 16,598
Exercise of stock options...................................................... 42 102
Other ....................................................................... (11) (55)
--------- -----------
Net cash provided by financing activities....................................... 21,531 7,645
--------- -----------
Net change in cash and cash equivalents......................................... (1,409) (763)
Cash and cash equivalents at beginning of period................................ 3,553 2,182
-------- ------------
Cash and cash equivalents at end of period......................................$ 2,144 $ 2,945
======= =======
Supplemental cash flow information -
Interest paid in cash..........................................................$ 1,480 $ 1,832
======= ======
</TABLE>
See accompanying notes.
7
<PAGE>
CAIRN ENERGY USA, INC.
Notes to Financial Statements
1. Basis of Presentation
In the opinion of management, the accompanying unaudited financial statements
reflect all adjustments (consisting only of normal recurring adjustments) which
are necessary for a fair presentation of the financial position of the Company
at September 30, 1996, the results of its operations for the three and nine
months ended September 30, 1996 and 1995 and the results of its cash flows for
the nine months ended September 30, 1996 and 1995. These financial statements
should be read in conjunction with the notes to the Company's annual financial
statements, which were included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995, filed with the Securities and Exchange
Commission (the "Commission") on March 5, 1996.
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary. All intercompany accounts and transactions have
been eliminated in consolidation.
2. Long-term debt.
Long-term debt at September 30, 1996 and December 31, 1995, consisted of the
following:
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
----------- ------------
<S> <C> <C>
Revolving credit agreement ............................$37,000,000 $15,500,000
Less: Current maturities of long-term debt............. 9,317,000 -
----------- ------------
Long-term debt less current maturities.................$27,683,000 $15,500,000
=========== ============
</TABLE>
The Company has a credit agreement as amended (the INCC Credit Agreement)
with ING (U.S.) Capital Corporation, f/k/a Internationale Nederlanden (U.S.)
Capital Corporation (INCC), Mees Pierson, N.V. (Mees Pierson), and Credit
Lyonnais (Credit Lyonnais). At September 30, 1996, the Company had outstanding
borrowings of $37.0 million under the INCC Credit Agreement. The INCC Credit
Agreement is secured by substantially all of the Company's assets. It contains
financial covenants which require the Company to maintain a ratio of current
assets to current liabilities (excluding the current portion of related debt) of
no less than 1.0 to 1.0 and a tangible net worth of not less than $40 million.
The Company is currently in compliance with such financial covenants. Prior to
June 28, 1996, outstanding borrowings accrued interest at either INCC's
fluctuating base rate or INCC's reserve adjusted Eurodollar rate plus 1.5%, at
the Company's option. On June 28, 1996, the INCC Credit Agreement was amended,
(the Third Amendment) to decrease the addition to the INCC reserve adjusted
Eurodollar rate from 1.5% to 1.25% as long as outstanding borrowings are less
than 75% of the borrowing base. The borrowing base was also increased from $45
million to $50 million.
On November 7, 1996 the Company further amended (the Fourth Amendment) the INCC
Credit Agreement. Under the Fourth Amendment, Credit Lyonnais joined as a lender
under the INCC Credit Agreement. Also under the Fourth Amendment, the original
facility under the INCC Credit Agreement was designated as Facility A and the
maximum amount of the facility was increased in amount from $50 million to $75
million; provided, however, that the maximum amount available to the Company
cannot exceed the borrowing base of its properties as determined from time to
time by the lenders. The borrowing base under Facility A was reconfirmed as of
November 7, 1996 as $50 million. The revolving period of borrowings under
Facility A was extended from March 31, 1997 to September 30, 1997. On September
30, 1997 the borrowings outstanding under Facility A will be converted to a term
loan that requires quarterly repayments of principal on a revised schedule
through March 31, 2001. The Company's ability to borrow under Facility A is
dependent upon the reserve value of its oil and gas properties. If the reserve
value of the Company's borrowing base declines, the amount available to the
Company under Facility A will be reduced and, to the extent that the borrowing
base is less than the amount then outstanding under Facility A the Company will
be obligated to repay such excess amount on 30-days notice from INCC or to
provide additional collateral.
8
<PAGE>
INCC, Mees Pierson, N.V., and Credit Lyonnais have substantial discretion in
determining the reserve value of the borrowing base.
In addition under the Fourth Amendment a second facility was created under the
INCC Credit Agreement. This new standby credit facility, Facility B, is for the
amount of $14 million. Facility B provides for three levels of borrowings of $5
million each by the Company. There are no restrictions on the Company's ability
to borrow the first $5 million under Facility B and the amount borrowed may be
used for general corporate purposes. The Company's ability to borrow under the
further two levels of borrowings of $5 million and $4 million, respectively,
under Facility B is dependent upon the Company establishing total proved
reserves at certain levels and appropriate ratios between the Company's
outstanding debt and the value of its proved reserves. The Company must also
submit detailed proposals, acceptable to its lenders, outlining the manner in
which the second two levels of borrowings under Facility B will be used in the
development of the Company's oil and gas properties. Facility B is repayable on
December 31, 1997. The interest margin over INCC reserve adjusted Eurodollar
rate for Facility B varies from 3.25% to 3.75%, depending upon the ratio of the
amount of the outstanding loans to the value of the Company's proved reserves.
Under the INCC Credit Agreement, interest is payable quarterly on any base rate
borrowings and payable on maturity of any Eurodollar borrowings or at the end of
three months if the maturity of the Eurodollar borrowing is in excess of three
months.
The INCC Credit Agreement does not permit the Company to pay or declare any cash
or property dividends or otherwise make any distribution of capital. On Facility
A the Company is obligated to pay a quarterly fee equal to 0.5% per annum of the
unused portion of the borrowing base under the facility and a Letter of Credit
fee for each Letter of Credit in the amount of 1.5% per annum of the face amount
of such Letter of Credit. On Facility B the Company is obligated to pay a
drawdown fee for each $5 million borrowed equal to 0.3% for the first $5
million, 1.15% for the second $5 million and 1.6% for the last $4 million. Also,
the Company must pay 0.5% per annum on the undrawn portion of Facility B.
The carrying value of the Company's long-term debt approximates fair value.
3. Property and Equipment.
The Company capitalized approximately $1.1 million and $941,000 of internal
costs during the nine months ended September 30, 1996 and 1995, respectively.
Such capitalized costs include salaries and related benefits of individuals
directly involved in the Company's acquisition, exploration, and development
activities, based on a percentage of their time devoted to such activities.
9
<PAGE>
CAIRN ENERGY USA, INC.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 2 of this document includes "forwarding looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Although the Company
believes that the expectations reflected in such forward looking statements are
based upon reasonable assumptions, it can give no assurance that is expectations
will be achieved. Important factors ("Cautionary Disclosures") that could cause
the actual results to differ materially from the Company's expectations are set
forth under the caption "Risk Factors" in the Company's Prospectus, dated
September 14, 1995 and under the caption "Oil and Gas Revenues" in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995, and are
disclosed in conjunction with the forward looking statements included herein.
Subsequent written and oral forward looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the Cautionary Disclosures, including without limitation the
President's Letter contained in the Third Quarter Report to Stockholders.
Results of Operations
The following table sets forth certain information regarding the production
volumes of, average sales prices received for, average production costs
associated with, and average depletion rate associated with the Company's sales
of oil and gas for the periods indicated.
<TABLE>
<CAPTION>
Three months Nine Months
ended September 30, ended September 30,
------------------------ -------------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
Net Production:
<S> <C> <C> <C> <C>
Gas (MMcf) ....................................$ 2,652 $ 2,930 $ 7,840 $ 8,187
Oil (MBbl)..................................... 74 130 216 350
Average Sales Price:
Gas (per Mcf) (1) .............................$ 2.18 $ 1.61 $ 2.24 $ 1.64
Oil (per Bbl)..................................$ 21.24 $ 18.03 $ 20.48 $ 18.19
Average Production Costs:
(per Mcfe) (2).................................$ 0.35 $ 0.22 $ 0.30 $ 0.23
Depletion rate: (per Mcfe) ......................$ 1.44 $ 1.05 $ 1.34 $ 1.03
</TABLE>
------------------
(1) Includes natural gas liquids.
(2) Includes direct lifting costs (labor, repairs and maintenance, materials
and supplies) and the administrative costs of production offices,
insurance and property and severance taxes.
Three months ended September 30, 1996 and 1995
Revenues. Total revenues increased $348,000 (5%) to $7.6 million for the three
months ended September 30,1996 from $7.2 million for the three months ended
September 30, 1995. Revenues increased as a result of higher oil and gas prices,
partially offset by lower production volumes.
Expenses. Total expenses increased $752,000 (13%) to $6.7 million for the three
months ended September 30, 1996 from $5.9 million for the three months ended
September 30, 1995. An increase in depreciation, depletion and amortization
("DD&A") is the reason for the increase in expenses. DD&A increased $595,000
(15%) to $4.5 million for the three months ended September 30, 1996 from $3.9
million for the same period in 1995 due to an increase in the depletion rate. A
significant part of the depletion rate increase is due to drilling and
acquisition costs associated with exploration wells which were drilled during
the first three quarters which were determined to be dry being added
10
<PAGE>
to the full cost pool without the addition of new reserves. Production costs
increased $242,000 (29%) to $1.1 million for the three months ended September
30, 1996, from $833,000 for the same period in 1995 due primarily to pipeline
transportation fees related to the production from Mustang Island Block 858,
Vermilion Block 203 and Main Pass Block 262. Administrative costs decreased
$70,000 (16%) to $358,000 for the quarter ended September 30, 1996, from
$429,000 for the same quarter in 1995. During the third quarter of 1995, the
Company incurred noncapitalized expenses relating to a secondary stock offering.
Administrative costs in the third quarter of 1996 are less because of the
absence of those expenses. Interest expense decreased a marginal amount for the
three months ended September 30, 1996 compared with the same period in 1995.
Net Income. Net income decreased $404,000 (31%), or $(0.03) per share to
$893,000, or $0.05 per share for the quarter ended September 30, 1996 from $1.3
million, or $0.08 per share for the same period in 1995. The primary reason for
the decrease was higher DD&A expenses and production costs partially offset by
increased oil and gas prices. Earnings per share were also less due to an
increase in the average number of shares outstanding.
Nine months ended September 30, 1996 and 1995
Revenues. Total revenues increased $2.3 million (11%) to $22.4 million for the
nine months ended September 30, 1996, from $20.1 million for the nine months
ended September 30, 1995. The primary reason for the increase was higher oil and
gas prices partially offset by lower production volumes.
Expenses. Total expenses increased $1.6 million (10%) to $18.0 million for the
nine months ended September 30, 1996, compared with $16.4 million for the same
period in 1995. An increase in DD&A is the reason for the increase in expenses.
DD&A increased $1.7 million (16%) to $12.4 million for the nine months ended
September 30, 1996, from $10.7 million for the same period in 1995 due to an
increase in the depletion rate. A significant part of the depletion rate
increase is due to drilling and acquisition costs associated with exploration
wells which were drilled during the first three quarters of the year which were
determined to be dry being added to the full cost pool without the addition of
new reserves. Production costs increased $310,000 (13%) to $2.7 million for the
first nine months of 1996 compared with $2.4 million for the same period in 1995
due primarily to pipeline transportation fees related to production from Mustang
Island Block 858, Vermilion Block 203 and Main Pass Block 262. Administrative
expense decreased $113,000 (9%) to $1.1 million for the nine months ended
September 30, 1996, compared with $1.2 million for the same period in 1995.
During the first nine months of 1995, the Company incurred non-capitalized
expenses relating to a secondary stock offering. Administrative costs during the
first nine months of 1996 are less because of the absence of those expenses.
Interest expense decreased $336,000 (16%) to $1.8 million for the first nine
months of 1996 compared with $2.1 million for the same period in 1995. Lower
interest rates are the reason for the decrease.
Net Income. Net income increased $686,000 (19%), or $0.02 per share to $4.4
million or $0.25 per share for the nine months ended September 30, 1996, from
$3.7 million, or $0.23 per share for the same period in 1995. The primary reason
for the increase was higher oil and gas prices partially offset by decreased
production and increased depletion costs.
Capital Resources and Liquidity
At September 30, 1996, the Company had existing cash and cash investments of
$2.1 million. Net cash provided by operating activities was $18.9 million for
the nine months ended September 30, 1996 compared with $10.7 million for the
same period in 1995. The primary reason for this increase in cash provided by
operating activities was higher results of operations (or earnings before
depreciation, depletion and amortization) coupled with decreased working capital
requirements. Net cash used in investing activities for the nine months ended
September 30, 1996 was $41.8 million compared with $17.6 million for the same
period in 1995. This increase was principally due to expenditures for
exploration and development projects, including leasehold costs related to the
26 blocks acquired in the Gulf of Mexico Central Area Lease Sale in April 1996.
Net cash provided by financing activities for the first nine months of 1996 was
$21.5 million compared with $7.6 million for the same period in 1995. The cash
provided by financing activities for the period consisted mainly of borrowings
under the Company's revolving credit facility which were used to fund a portion
of the Company's capital spending program.
11
<PAGE>
In the third quarter, the Company participated in a total of 3 exploration
wells, two of which were successful. Two exploration wells, East Cameron Block
331 #A12 (Cairn WI 40%) and West Cameron Block 290 #3 (Cairn WI 2.25%), were
drilled from existing platforms and are expected to begin production in the
fourth quarter of 1996. Another exploration well, West Cameron Block 263 #2
(Cairn WI 50%) was plugged and abandoned in August.
In general, because the Company's oil and gas reserves are depleted by
production, the success of its business strategy is dependent on a continuous
exploration and development program. Therefore, the Company's capital
requirements relate primarily to the acquisition of undeveloped leasehold
acreage and exploration and development activities. In addition to pursuing a
number of existing exploration prospects, the Company was the high bidder on 26
blocks in the Gulf of Mexico Central Area Lease Sale held on April 24, 1996. The
Company's interest in these blocks ranges from 25 to 60 percent. All twenty-six
of the blocks have been awarded and related lease bonuses paid through September
30, 1996 totaled $7.4 million.
The Company's operating needs and capital spending programs have been funded by
borrowings under its bank credit facilities, proceeds from public offerings of
its Common Stock and cash flows from operations. The Company expects to continue
with an active exploration program and to participate in additional exploration
wells in the remainder of 1996 including West Cameron Block 588 #2, West Cameron
Block 610 #1, South Timbalier Block 290 #1 and Main Pass Block 262 #3. The
Company expects capital expenditures during 1996 to total approximately $50
million. Plans for 1997 currently call for the drilling of thirteen exploration
and two development wells. On this basis, and including estimated lease and data
acquisition costs and development expenditures on currentlyidentified projects
only, total capital expenditures in 1997 are forecast to be approximately $32
million. As of the date hereof, the Company's capital resources consisted
primarily of borrowing capacity under the INCC Credit Agreement ($13.0 million
under Facility A and up to $14 million under Facility B which are available to
the Company assuming that it satisfies the conditions to borrow under such
facilities) and cash flow from operations. Management believes that cash flow
from operations along with the amounts available under the INCC Credit Agreement
will be sufficient to finance the currently planned exploration and development
expenditures.
If the Company is successful in a substantial number of its currently scheduled
exploration prospects, additional funds may be required in order to conduct the
necessary development activities. Additionally, if the Company is unsuccessful
in its currently scheduled exploration program, additional funds may be required
in order to continue the exploration and development program. If necessary the
Company may seek to raise additional capital in public or private equity or debt
markets. No assurance can be given that the Company will be able to raise such
capital if needed or on terms that are favorable to the Company. Any resulting
lack of sufficient capital may require the Company to reduce its interest in
such properties or to forego developing such reserves or to reduce the
exploration program. In addition, the Company does not act as operator with
respect to most of its properties. The Company may not be able to control the
development activities or the associated costs with respect to properties
operated by other parties.
The Company's revenues and the value of its oil and gas properties have been and
will continue to be affected by changes in oil and gas prices. The Company's
ability to maintain current borrowing capacity and to obtain additional capital
on attractive terms is also substantially dependent on oil and gas prices (Note
2). Oil and gas prices are subject to significant seasonal and other
fluctuations that are beyond the Company's ability to control or predict.
Although certain of the Company's costs and expenses are affected by the level
of inflation, inflation has not had a significant effect on the Company's
results of operations during 1995 or the first nine months of 1996.
In an effort to reduce the effects of the volatility of the price of oil and gas
on the Company's operations, management has adopted a policy of hedging oil and
gas prices, usually when such prices are at or in excess of the prices
anticipated in the Company's operating budget, through the use of commodity
futures, options, forward contracts and swap agreements. Hedging transactions
are limited by the Board of Directors such that no transaction may fix an oil
and gas price for a term of more than 12 months, and the aggregate oil and gas
production covered by all transactions may not exceed 50% of the Company's
budgeted production for any 12- month period from the date of the transaction or
75% of the Company's budgeted production for any single month from the date of
the transaction. By hedging its oil and gas prices, the Company intends to
mitigate the risk of future declines in oil and gas prices. Under certain
contracts should oil or gas prices increase above the contract rate, the Company
will not participate in the higher prices for the production.
12
<PAGE>
The Company has entered into a number of gas price swap transactions under which
the Company receives a fixed price per MMBtu and pays a floating price based on
the settlement prices for the NYMEX Natural Gas futures contract for the
delivery month. In total under these contracts the Company has fixed the price
of 4,065,000 MMBtu of gas for the period January to December 1996 at an average
price of $2.018 per MMBtu of which 1,730,550 MMBtu (at an average price of
$2.404 per MMBtu) related to the fourth quarter of the year. The Company has
also fixed the price of 90,000 MMBtu for January 1997 at an average price of
$2.750 per MMBtu. During the first nine months of 1996 and 1995 oil and gas
revenues were decreased $2.1 million and increased $272,000, respectively, as a
result of hedging transactions.
The Company may enter into certain interest rate hedging contracts. By hedging
its interest rate under its credit facility, the Company would intend to
mitigate the risk of future increases in interest rates. Should interest rates
decrease below the contract rate, the Company will not participate in the lower
interest rate for the portion of the credit facility under the hedging contract.
The Company currently has no interest rate hedging contracts in place.
13
<PAGE>
CAIRN ENERGY USA, INC.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
No new material developments.
ITEM 2 - CHANGES IN SECURITIES
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5 - OTHER INFORMATION
None
Item 6 - Exhibits and Reports and Form 8-K
(a) Each of the following exhibits is filed herewith:
10.1 Third Amendment to First Amended and Restated Credit
Agreement, dated as of June 28, 1996, by and among Cairn Energy USA, Inc.,
Internationale Nederlanden (U.S.) Capital Corporation, as agent, and
Internationale Nederlanden (U.S.) Capital Corporation and Meespierson N.V., as
lenders. (with exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K).
10.2 Fourth Amendment to First Amended and Restated Credit
Agreement, dated as of November 7, 1996, by and among Cairn Energy USA, Inc.,
ING (U.S.) Capital Corporation, f/k/a Internationale Nederlanden (U.S.) Capital
Corporation, as agent, and ING (U.S.) Capital Corporation, Meespierson N.V., and
Credit Lyonnais New York Branch, as lenders (with certain exhibits omitted
pursuant to Item 601(b)(2) of Regulation S-K).
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAIRN ENERGY USA, INC.
(Registrant)
Date: November 8, 1996 /s/ Michael R. Gilbert
------------------------
Michael R. Gilbert
President
/s/ J. Munro M. Sutherland
----------------------------
J. Munro M. Sutherland
Senior Vice President and Treasurer
(Principal Financial Officer)
15
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THIRD AMENDMENT TO FIRST AMENDED AND RESTATED
CREDIT AGREEMENT
THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is made as of the 28th day of June, 1996, by and among CAIRN
ENERGY USA, INC., a Delaware corporation ("Borrower"), INTERNATIONALE
NEDERLANDEN (U.S.) CAPITAL CORPORATION, as agent ("Agent"), and INTERNATIONALE
NEDERLANDEN (U.S.) CAPITAL CORPORATION and MEESPIERSON N.V., as lenders
("Lenders").
RECITALS:
Borrower, Agent and Lenders entered into that certain First Amended and
Restated Credit Agreement dated as of December 20, 1994, as amended by a First
Amendment to First Amended and Restated Credit Agreement dated December 12, 1995
and a Second Amendment to First Amended and Restated Credit Agreement dated
January 15, 1996 (the "Original Agreement"), for the purposes and consideration
therein expressed, pursuant to which Lenders made and became obligated to make
loans to Borrower as therein provided; and Borrower, Agent and Lenders desire to
amend the Original Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Original Agreement, in
consideration of the loans which may hereafter be made by Lenders to Borrower,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I - Definitions and References
ss. 1.1. Terms Defined in the Original Agreement. Unless the context
otherwise requires or unless otherwise expressly defined herein, the terms
defined in the Original Agreement shall have the same meanings whenever used in
this Amendment, and the following terms when used in this Amendment shall have
the following meanings:
"Amendment" means this Third Amendment to First Amended and
Restated Credit Agreement.
"Credit Agreement" means the Original Agreement as amended hereby.
ARTICLE II - Amendments to Original Agreement
ss. 2.1. Defined Terms. The definition of "Fixed Rate" set forth in
Section 1.1 of the Original Agreement is hereby amended in its entirety to read
as follows:
"Fixed Rate" means, with respect to each particular Fixed Rate
Portion and the associated Eurodollar Rate and Reserve Percentage, the
rate per annum
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calculated by Agent (rounded upwards, if necessary, to the next higher
0.01%) determined on a daily basis pursuant to the following formula:
Fixed Rate =
Eurodollar Rate + Fixed Rate Spread
100.0% - Reserve Percentage
where Fixed Rate Spread means for any day:
(i) if the aggregate unpaid principal balance of the Loans at
the end of such day plus the amount of all LC Obligations outstanding
at the end of such day is less than seventy-five percent (75%) of the
Borrowing Base, one and one-quarter percent (1.25%) per annum; and
(ii) if the aggregate unpaid principal balance of the Loans
at the end of such day plus the amount of all LC Obligations
outstanding at the end of such day is equal to or greater than
seventy-five percent (75%) of the Borrowing Base, one and one half
percent (1.5%) per annum.
If the Reserve Percentage changes during the Interest Period for a
Fixed Rate Portion, Agent may, at its option, either change the Fixed
Rate for such Fixed Rate Portion or leave it unchanged for the duration
of such Interest Period. If the Fixed Rate Spread changes during the
Interest Period for a Fixed Rate Portion, the Fixed Rate shall change
for such Fixed Rate Portion. The Fixed Rate shall in no event, however,
exceed the Highest Lawful Rate.
ss. 2.2. Letters of Credit. Clause (b) of Section 2A.1. of the
Original Agreement is hereby amended in its entirety to read as follows:
(b) the aggregate amount of LC Obligations at such time does
not exceed $10,000,000; and
ss. 2.3. Borrowing Base. As contemplated in and pursuant to Section
2.11 of the Credit Agreement, Agent hereby designates the new Borrowing Base
under the Credit Agreement as $50,000,000, effective as of the date hereof and
continuing until but not including the next date as of which the Borrowing Base
is redetermined.
ARTICLE III - Conditions of Effectiveness
ss. 3.1. Effective Date. This Amendment shall become effective as of
the date first above written when (i) Agent shall have received this Amendment
at Agent's office duly authorized, executed and delivered by Borrower and each
Lender, and (ii) Agent shall have additionally received all of the following
documents each being duly authorized, executed and delivered, and in form and
substance satisfactory to Lender:
(a) Omnibus Certificate. An Omnibus Certificate of the
Secretary and of the Chairman of the Board or President of Borrower of even date
with this
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Amendment, which shall contain the names and signatures of the officers
authorized to execute this Amendment and which shall certify to the
truth, correctness and completeness of: (i) all of the exhibits
attached to that certain Omnibus Certificate dated as of December 20,
1994, made by such officers of Borrower, and (ii) a copy of resolutions
duly adopted by the Board of Directors of Borrower and in full force
and effect at the time this Amendment is entered into, authorizing the
execution of this Amendment.
(b) Compliance Certificate. A Compliance Certificate of the
Chief Financial Officer of Borrower, of even date with this Amendment,
in which such officer shall certify, to the best of his knowledge and
belief after due inquiry, to the satisfaction of the conditions set out
in subsections (a) through (d), inclusive, of Section 3.2 of the
Original Agreement as of the date hereof.
ARTICLE IV - Representations, Warranties and Covenants
ss. 4.1.Representations, Warranties and Covenants of Borrower. In order
to induce Agent and Lenders to enter into this Amendment, Borrower represents,
warrants and covenants to Agent and each Lender that:
(a) The representations and warranties contained in Section
4.1 of the Original Agreement are true and correct at and as of the
time of the effectiveness hereof, except to the extent that such
representations and warranties are made in the Original Agreement only
in reference to a specific date and except to the extent that the facts
upon which such representations are based have been changed by the
extension of credit under the Credit Agreement.
(b) Borrower is duly authorized to execute and deliver this
Amendment and is and will continue to be duly authorized to borrow and
to perform its obligations under the Credit Agreement. Borrower has
duly taken all corporate action necessary to authorize the execution
and delivery of this Amendment and to authorize the performance of the
obligations hereunder.
(c) The execution and delivery by Borrower of this Amendment
and the performance by it of its obligations hereunder and under the
Credit Agreement and the consummation of the transactions contemplated
hereby and thereby do not and will not conflict with any provision of
law, statute, rule or regulation or of the articles of incorporation or
bylaws of Borrower or of any material agreement, judgment, license,
order or permit applicable to or binding upon Borrower or result in the
creation of any lien, charge or encumbrance upon any assets or
properties of Borrower, except as expressly contemplated in the Loan
Documents. Except for those which have been duly obtained, no consent,
approval, authorization or order of any court or governmental authority
or third party is required in connection with the execution and
delivery by Borrower of this Amendment or to consummate the
transactions contemplated hereby.
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(d) When this Amendment is duly executed and delivered, each
of this Amendment and the Credit Agreement will be a legal and binding
instrument and agreement of Borrower, enforceable in accordance with
its terms, except as limited by bankruptcy, insolvency and similar laws
and by general principles of equity.
(e) The audited annual Consolidated financial statements of
Borrower dated as of December 31, 1995 and the unaudited quarterly
Consolidated financial statements of Borrower dated as of March 31,
1996 fairly present the Consolidated financial position at such dates
and the Consolidated statement of operations and cash flows for the
periods ending on such dates for Borrower. Copies of such financial
statements have heretofore been delivered to Lender. Since March 31,
1996, no material adverse change has occurred in the financial
condition or businesses or in the Consolidated financial condition or
businesses of Borrower.
ARTICLE V - Miscellaneous
ss. 5.1. Ratification of Agreements. The Original Agreement as hereby
amended is hereby ratified and confirmed in all respects. The Loan Documents, as
they may be amended or affected by this Amendment, are hereby ratified and
confirmed in all respects. Any reference to the Credit Agreement in any Loan
Document shall be deemed to refer to this Amendment also and any reference in
any Loan Document to any other document or instrument amended, renewed, extended
or otherwise affected by this Amendment shall also refer to such Amendment. The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of Agent or any Lender under the Credit
Agreement or any other Loan Document nor constitute a waiver of any provision of
the Credit Agreement or any other Loan Document.
ss. 5.2. Survival of Agreements. All representations, warranties,
covenants and agreements of Borrower herein shall survive the execution and
delivery of this Amendment and the performance hereof, including without
limitation the making or granting of the Loans, and shall further survive until
all of the Obligations are paid in full. All statements and agreements contained
in any certificate or instrument delivered by Borrower hereunder or under the
Credit Agreement to Agent or any Lender shall be deemed to constitute
representations and warranties by, or agreements and covenants of, Borrower
under this Amendment and under the Credit Agreement.
ss. 5.3. Loan Documents. This Amendment is a Loan Document, and all
provisions in the Credit Agreement pertaining to Loan Documents apply hereto.
ss. 5.4. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA IN
ALL RESPECTS, INCLUDING CONSTRUCTION, VALIDITY AND PERFORMANCE.
58704 08037 CORP 122530
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<PAGE>
ss. 5.5. Counterparts. This Amendment may be separately executed in
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed shall be deemed to constitute one and the same
Amendment.
IN WITNESS WHEREOF, this Amendment is executed as of the date first
above written.
CAIRN ENERGY USA, INC.
By:
J. Munro M. Sutherland
Senior Vice President
INTERNATIONALE NEDERLANDEN
(U.S.) CAPITAL CORPORATION
By:
Nancy S. Frohman, Vice President
MEESPIERSON N.V.
By:
Darrell W. Holley, Vice President
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FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED
CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is made as of the 7th day of November, 1996, by and among
CAIRN ENERGY USA, INC., a Delaware corporation ("Borrower"), ING (U.S.) CAPITAL
CORPORATION, f/k/a Internationale Nederlanden (U.S.) Capital Corporation, as
agent ("Agent"), and ING (U.S.) CAPITAL CORPORATION ("ING Capital"), MEESPIERSON
N.V. ("MeesPierson"), and CREDIT LYONNAIS NEW YORK BRANCH, as lenders
(collectively, "Lenders").
RECITALS:
Borrower, Agent and Lenders entered into that certain First Amended and
Restated Credit Agreement dated as of December 20, 1994, as amended by a First
Amendment to First Amended and Restated Credit Agreement dated December 12,
1995, a Second Amendment to First Amended and Restated Credit Agreement dated
January 15, 1996, and a Third Amendment to First Amended and Restated Credit
Agreement dated June 28, 1996 (the "Original Agreement"), for the purposes and
consideration therein expressed, pursuant to which Lenders made and became
obligated to make loans to Borrower as therein provided; and Borrower, Agent and
Lenders desire to amend the Original Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Original Agreement, in
consideration of the loans which may hereafter be made by Lenders to Borrower,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I - Definitions and References
ss. 1.1. Terms Defined in the Original Agreement. Unless the context
otherwise requires or unless otherwise expressly defined herein, the terms
defined in the Original Agreement shall have the same meanings whenever used in
this Amendment, and the following terms when used in this Amendment shall have
the following meanings:
"Amendment" means this Fourth Amendment to First Amended and
Restated Credit Agreement.
"Amendment Documents" means this Amendment, the Renewal Notes,
the Facility B Notes, the Third Amendment to Deed of Trust, Mortgage,
Assignment, Security Agreement and Financing Statement, amending the
Original Mortgage, as heretofore amended, the Second Amendment to Deed
of Trust, Mortgage, Assignment, Security Agreement and Financing
Statement, amending the Supplemental Mortgage, the First Amendment to
Mortgage, Assignment, Security Agreement and Financing Statement,
amending the Mortgage, Assignment,
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Security Agreement and Financing Statement dated February 1, 1995 by
Borrower in favor of Agent for the benefit of Lenders.
"Credit Agreement" means the Original Agreement as amended hereby.
"Original Notes" means, collectively, the "Notes" referred to
and defined as such in the Original Agreement.
"Renewal Notes" has the meaning given it in Section 3.1(ii).
ARTICLE II - Amendments to Original Agreement
ss. 2.1. Defined Terms. The definitions of "Advance", "Commitment
Period", "Evaluation Date", "Fixed Rate", "Loan", "Note" and "Percentage Share"
set forth in Section 1.1 of the Original Agreement are hereby amended in their
entirety to read as follows:
"Advance" means a Facility A Advance or a Facility B Advance.
"Commitment Period" means the Facility A Commitment Period or the
Facility B Commitment Period.
"Evaluation Date" means each of the following:
(a) June 30 and December 31 of each year, beginning with
December 31, 1996; and
(b) Each date which either Borrower or Lender, at their
respective options, specifies as a date as of which the Borrowing Base
is to be redetermined, which date must be the first or last date of a
current calendar month; provided that neither Borrower nor Lender shall
be entitled to request any such redetermination pursuant to this clause
(b) more than once during any six (6) month period, and that Borrower
shall not be entitled to request any such redetermination after the
expiration of the Facility A Commitment Period; and
(c) Each date specified as an Evaluation Date pursuant to
Section 2.11(b).
"Fixed Rate" means, with respect to each particular Fixed Rate
Portion and the associated Eurodollar Rate and Reserve Percentage, the
rate per annum calculated by Agent (rounded upwards, if necessary, to
the next higher 0.01%) determined on a daily basis pursuant to the
following formula:
Fixed Rate =
Eurodollar Rate + Fixed Rate Spread
100.0% - Reserve Percentage
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where Fixed Rate Spread means for any day:
(i) with respect to Facility A:
(A) if the aggregate unpaid principal balance of the
Facility A Loans at the end of such day plus the amount of all
LC Obligations outstanding at the end of such day is less than
seventy-five percent (75%) of the Borrowing Base, one and
one-quarter percent (1.25%) per annum; and
(B) if the aggregate unpaid principal balance of the
Facility A Loans at the end of such day plus the amount of all
LC Obligations outstanding at the end of such day is equal to
or greater than seventy-five percent (75%) of the Borrowing
Base, one and one half percent (1.5%) per annum.
(ii) with respect to Facility B:
(A) if the Debt to Proved Reserves Ratio is less than
50%, three and one-quarter percent (3.25%) per annum;
(B) if the Debt to Proved Reserves Ratio is equal to
or greater than 50%, but less than or equal to 55%, three and
one-half percent (3.5%) per annum; and
(C) if the Debt to Proved Reserves Ratio is greater
than 55%, three and three-quarters percent (3.75%) per annum.
If the Reserve Percentage changes during the Interest Period for a
Fixed Rate Portion, Agent may, at its option, either change the Fixed
Rate for such Fixed Rate Portion or leave it unchanged for the duration
of such Interest Period. If the Fixed Rate Spread changes during the
Interest Period for a Fixed Rate Portion, the Fixed Rate shall change
for such Fixed Rate Portion. The Fixed Rate shall in no event, however,
exceed the Highest Lawful Rate.
"Loan" means each of the Facility A Loan and the Facility B
Loan (collectively, "Loans").
"Note" means each of the Facility A Note and the Facility B
Note (collectively "Notes").
"Percentage Share" means, with respect to any Lender (a) so
long as no Facility B Loans are outstanding, such Lender's Facility A
Percentage Share, and (b) when used otherwise, the percentage equal to
the unpaid principal balance of such Lender's Loans at the time in
question divided by the aggregate unpaid principal balance of all Loans
at such time.
The following new definitions of "Debt to PDP/PDNP Reserves Ratio", "Debt
to Proved Reserves Ratio", "Facility", "Facility A", "Facility A Advance",
"Facility A
58704 08037 CORP 133021
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Commitment Period", "Facility A Loan", "Facility A Note", "Facility A Maximum
Loan Amount", "Facility A Percentage Share", "Facility B", "Facility B Advance",
"Facility B Commitment Period", "Facility B Loan", "Facility B Note", "Facility
B Maximum Loan Amount", "Facility B Percentage Share", "First Allotment",
"Second Allotment", "Third Allotment", "Proved Reserves", "PDP Reserves", "PDNP
Reserves" "PUD Reserves" and "SEC 10 Present Value" are hereby added to Section
1.1 of the Original Agreement, to read as follows:
"Debt to PDP/PDNP Reserves Ratio" means the ratio obtained by
dividing (a) Borrower's Consolidated Debt, by (b) the SEC 10 Present
Value, as determined in the most-recent Engineering Report delivered to
Agent and Lenders, attributed to all PDP Reserves and PDNP Reserves of
Borrower in such Engineering Report ascribed to the properties subject
to the Mortgage.
"Debt to Proved Reserves Ratio" means the ratio obtained by
dividing (a) Borrower's Consolidated Debt, by (b) the SEC 10 Present
Value, as determined in the most-recent Engineering Report delivered to
Agent and Lenders, attributed to all Proved Reserves of Borrower in
such Engineering Report ascribed to the properties subject to the
Mortgage.
"Facility" means each of Facility A and Facility B.
"Facility A" means the revolving credit facility provided for in
Section 2.1(a).
"Facility A Advance", "Facility A Loan" and "Facility A Note"
have the meanings given in Section 2.1(a).
"Facility A Commitment Period" means the period from and
including the date hereof until and including September 30, 1997 (or,
if earlier, the day on which the Facility A Notes first become due and
payable in full).
"Facility A Maximum Loan Amount" means the amount of
$75,000,000 as the same may be reduced by Borrower pursuant to Section
2.12.
"Facility A Percentage Share" means, with respect to any
Lender (a) when used in Sections 2.1(a), 2.5(a), 2A.3 or 2A.4, in any
Request for Advance for Facility A Advances, or when no Loans or LC
Obligations are outstanding hereunder, the percentage set forth
opposite such Lender's name on the signature pages of this Agreement,
and (b) when used otherwise, the percentage obtained by dividing (i)
the sum of the unpaid principal balance of such Lender's Facility A
Loans at the time in question plus the Matured LC Obligations which
such Lender has funded pursuant to Section 2A.3(c) plus the portion of
the Maximum Drawing Amount which such Lender might be obligated to fund
under Section 2A.3(c), by (ii) the sum of the aggregate unpaid
principal balance of all Facility A Loans at such time plus the
aggregate amount of LC Obligations outstanding at such time.
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"Facility B" means the revolving credit facility provided for in
Section 2.1(b).
"Facility B Advance", "Facility B Loan" and "Facility B Note"
have the meanings given in Section 2.1(b).
"Facility B Commitment Period" means the period from and
including the date hereof until and including December 31, 1997 (or, if
earlier, the day on which the Facility B Notes first become due and
payable in full).
"Facility B Maximum Loan Amount" means the amount of
$14,000,000 as the same may be reduced by Borrower pursuant to Section
2.12.
"Facility B Percentage Share" means, with respect to any
Lender, the percentage set forth opposite such Lender's name on the
signature pages of this Agreement.
"First Allotment", "Second Allotment" and "Third Allotment"
shall have the meanings given them in Section 2.1(b).
"Proved Reserves" means "Proved Reserves" as defined in the
Definitions for Oil and Gas Reserves promulgated by the Society of
Petroleum Engineers (or any generally recognized successor) as in
effect at the time in question. "PDP Reserves" means Proved Reserves
which are categorized as both "Developed" and "Producing" in such
Definitions, "PDNP Reserves" means Proved Reserves which are
categorized as both "Developed" and "Nonproducing" in such Definitions,
and "PUD Reserves" means Proved Reserves which are categorized as
"Undeveloped" in such Definitions.
"SEC 10 Present Value" means the discounted present value of
Proved Reserves, PDP Reserves, PDNP Reserves or PUD Reserves, as the
case may be, utilizing a discount rate of ten percent (10%) per annum.
ss. 2.2. Advances. Section 2.1 of the Original Agreement is hereby
amended in its entirety to read as follows:
Section 2.1 Advances.
(a) Facility A Advances. Subject to the terms and conditions
hereof, each Lender agrees to make advances to Borrower (herein called
such Lender's "Facility A Advances") upon request from time to time
during the Facility A Commitment Period so long as (a) each Facility A
Advance by such Lender does not exceed such Lender's Facility A
Percentage Share of the aggregate amount of Facility A Advances then
requested from all Lenders, (b) the sum of (i) the aggregate amount of
such Lender's Facility A Advances outstanding at any time, plus (ii)
the Maximum Drawing Amount for which such Lender is liable to purchase
participations under Section 2A.3(c), plus (iii) the Matured LC
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Obligations which have been funded by such Lender under such section, does
not exceed such Lender's Facility A Percentage Share of the Borrowing Base
determined as of the date on which the requested Facility A Advance is to
be made, and (c) the aggregate amount of all Facility A Advances plus all
LC Obligations does not exceed the Borrowing Base. The aggregate amount of
all Facility A Advances requested of all Lenders in any Request for Advance
must be greater than or equal to $100,000 or must equal the unadvanced
portion of the Borrowing Base. The obligation of Borrower to repay to each
Lender the aggregate amount of all Facility A Advances made by such Lender
(herein called such Lender's "Facility A Loan"), together with interest
accruing in connection therewith, shall be evidenced by a single promissory
note (herein called such Lender's "Facility A Note") made by Borrower
payable to the order of each such Lender in the form of Exhibit A-1 with
appropriate insertions. For the convenience of the parties hereto, the
aggregate face amount of the Facility A Notes exceeds the Borrowing Base as
of the date hereof. Notwithstanding the larger aggregate face amount of the
Facility A Notes, no additional commitment to advance funds beyond the
amount of the Borrowing Base is intended by or should be implied from the
aggregate face amount of the Facility A Notes. The amount of principal
owing on any Lender's Facility A Note at any given time shall be the
aggregate amount of all Facility A Advances theretofore made by such Lender
minus all payments of principal theretofore received by such Lender on such
Facility A Note. Interest on each Facility A Note shall accrue and be due
and payable as provided herein and therein. Subject to the terms and
conditions hereof, Borrower may borrow, repay, and reborrow hereunder
during the Facility A Commitment Period. It is contemplated that Borrower
may request an extension of the Facility A Commitment Period by giving
written notice of such request to each Lender at least 120 days prior to
the end of the Facility A Commitment Period. If such a request is given by
such time and specifies an extension for a period of not more than one year
and if Lenders have received all information which Lenders have requested
for purposes of making such determination, Lenders will determine whether
or not to grant such request within 60 days after receipt of such request
(or if later, receipt of such information). Any such determination to
extend the Facility A Commitment Period shall be within the sole,
unconditional discretion of each Lender, and may be made subject to such
terms and conditions as each Lender may specify its sole, unconditional
discretion.
(b) Facility B Advances. Subject to the terms and conditions
hereof, each Lender agrees to make advances to Borrower (herein called
such Lender's "Facility B Advances") upon request from time to time
during the Facility B Commitment Period so long as (a) each Facility B
Advance by such Lender does not exceed such Lender's Facility B
Percentage Share of the aggregate amount of Facility B Advances then
requested from all Lenders, (b) the aggregate amount of such Lender's
Facility B Advances outstanding at any time does not exceed such
Lender's Facility B Percentage Share of the Facility B Maximum Loan
Amount, determined as of the date on which the requested Facility B
Advance is to be made, and (b) the aggregate amount of all Facility B
Advances does not exceed
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the Facility B Maximum Loan Amount. The aggregate amount of all
Facility B Advances requested of all Lenders in any Request for Advance
must be greater than or equal to $100,000 or must equal the unadvanced
portion of the Facility B Maximum Loan Amount. Upon Borrower's request
in compliance with Section 2.2, one or more Facility B Advances in an
aggregate amount of up to $5,000,000 shall be made in the first
allotment (the "First Allotment"), one or more Facility B Advances in
an additional aggregate amount of up to $5,000,000 shall be made in the
second allotment (the "Second Allotment"), and one or more Facility B
Advances in an additional aggregate amount of up to $4,000,000 shall be
made in the third allotment (the "Third Allotment"). The obligation of
Borrower to repay to each Lender the aggregate amount of all Facility B
Advances made by such Lender (herein called such Lender's "Facility B
Loan"), together with interest accruing in connection therewith, shall
be evidenced by a single promissory note (herein called such Lender's
"Facility B Note") made by Borrower payable to the order of each such
Lender in the form of Exhibit A-2 with appropriate insertions. The
amount of principal owing on any Lender's Facility B Note at any given
time shall be the aggregate amount of all Facility B Advances
theretofore made by such Lender minus all payments of principal
theretofore received by such Lender on such Facility B Note. Interest
on each Facility B Note shall accrue and be due and payable as provided
herein and therein. Borrower may not borrow, repay, and reborrow
hereunder during the Facility B Commitment Period.
ss. 2.3. Use of Proceeds. The first sentence of Section 2.3 of the
Original Agreement is hereby amended in its entirety to read as follows:
Section 2.3. Use of Proceeds. Borrower shall use (a) all funds
from Facility A Advances to provide funds for (i) acquisitions of oil
and gas reserves, (ii) exploratory drilling and developmental drilling
with respect to oil and gas properties owned as of September 1, 1996
and development expenses with respect to oil and gas properties
acquired after September 1, 1996, (iii) up to $10,000,000 for
exploration expenses in respect to oil and gas properties acquired
after September 1, 1996, (iv) refinancing its Matured LC Obligations,
and (v) for its general corporate purposes, and (b) all funds from
Facility B Advances as follows: (i) under the First Allotment, for
general corporate purposes, and (ii) under the Second Allotment and the
Third Allotment, pursuant to the Development Proposal approved by Agent
and Lenders submitted by Borrower in connection with such Facility B
Advances.
ss. 2.4. Rate Elections. The first sentence of Section 2.4 of the
Original Agreement is hereby amended in its entirety to read as follows:
Section 2.4. Rate Elections. Borrower may from time to time
designate all or any portions of the Loans (including any yet to be
made Advances which are to be made prior to or at the beginning of the
designated Interest Period but excluding any portions of the Loans
which are required to be repaid prior to the end of the designated
Interest Period) as a "Tranche", which term refers to a set
58704 08037 CORP 133021
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<PAGE>
of Fixed Rate Portions with identical Interest Periods and with each
Lender participating in such Tranche in accordance with its Facility A
Percentage Share, as to Facility A Loans, or Facility B Percentage
Share (as to Facility B Loans).
ss. 2.5. Commitment Fees. Section 2.5 of the Original Agreement is
hereby amended in its entirety to read as follows:
Section 2.5. Commitment Fees. In consideration of each Lender's commitment
to make Advances, Borrower will pay to Agent for the account of each Lender:
(a) a commitment fee determined on a daily basis by
applying a rate of one-half of one percent (0.5%) per annum to
such Lender's Facility A Percentage Share of the unused
portion of the Borrowing Base on each day during the Facility
A Commitment Period, determined for each such day by deducting
from the amount of the Borrowing Base at the end of such day
the sum of (i) the aggregate unpaid principal balance of the
Loans at the end of such day plus (ii) the amount of all LC
Obligations outstanding at the end of such day;
(b) a commitment fee determined on a daily basis by
applying a rate of one-half of one percent (0.5%) per annum to
such Lender's Facility B Percentage Share of the unused
portion of the Facility B Maximum Loan Amount on each day
during the Facility B Commitment Period, determined for each
such day by deducting from the amount of the Facility B
Maximum Loan Amount at the end of such day the aggregate
unpaid principal balance of the Facility B Loans at the end of
such day; and
(c) the arrangement fee specified for such Lender in
a separate letter agreement between Borrower and Lenders.
Such commitment fees shall be due and payable in arrears on the last
day of each Fiscal Quarter and at the end of the respective Commitment
Periods. Such arrangement fee shall be payable as specified in such
letter.
ss. 2.6. Optional Prepayments. Section 2.6 of the Original Agreement is
hereby amended in part by adding a new sentence immediately following
the first sentence thereof, to read as follows:
Each partial prepayment of principal on the Facility A Loans made after
the end of the Facility A Commitment Period shall be applied to the
regular installments of principal due under the Facility A Notes in the
inverse order of its maturity.
ss. 2.7. Mandatory Prepayments. The first clause of the first sentence of
Section 2.7(a) of the Original Agreement is hereby amended in its
entirety to read as follows:
58704 08037 CORP 133021
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Section 2.7. Mandatory Prepayments. (a) If the aggregate
unpaid principal balance of the Facility A Loans plus the aggregate
amount of outstanding LC Obligations ever exceeds the Borrowing Base,
or if the aggregate unpaid principal balance of the Facility B Loans
ever exceeds the Facility B Maximum Loan Amount, Borrower shall, within
thirty (30) Business Days after Agent gives notice of such fact to
Borrower, either
ss. 2.8. Regular Payments. Section 2.8 of the Original Agreement is hereby
amended in its entirety to read as follows:
Section 2.8 Regular Payments. Borrower will pay interest on
the Loans as specified in the Notes. Borrower will repay the aggregate
principal amount of the Facility A Loans outstanding on the last day of
the Facility A Commitment Period in fourteen (14) quarterly
installments, on the first day of each January, April, July and
October, beginning January 1, 1998. Each of the first four (4) such
installments shall be in an amount equal to ten percent (10%) of the
aggregate unpaid principal balance of the Facility A Loans at the end
of the Facility A Commitment Period; each of the next four (4) such
installments shall be in an amount equal to nine percent (9%) of the
aggregate unpaid principal balance of the Facility A Loans at the end
of the Facility A Commitment Period; and each of the last six (6) such
installments shall be in an amount equal to four percent (4%) of the
aggregate unpaid principal balance of the Facility A Loans at the end
of the Facility A Commitment Period. Such amounts shall be rounded
upwards to the nearest $1,000. Agent shall determine the amount of each
such principal installment, which amount shall be conclusive, absent
manifest error. Borrower will repay the aggregate principal amount of
the Facility B Loans on the maturity date set forth in the Facility B
Notes.
ss. 2.9. Subsequent Determinations of Borrowing Base. The last sentence of
Section 2.11(a) of the Original Agreement is hereby amended in its
entirety to read as follows:
It is expressly understood that Lenders have no obligation to agree
upon or designate the Borrowing Base at any particular amount, whether
in relation to the Facility A Maximum Loan Amount or otherwise, and
that Lenders' commitments to advance funds hereunder is determined by
reference to the Borrowing Base from time to time in effect, which
Borrowing Base shall be used to the extent permitted by law and
regulatory authorities, for the purposes of Section 2.13.
ss. 2.10. Borrower's Reduction of Borrowing Base and Facility B Maximum
Loan Amount. Section 2.12 of the Original Agreement is hereby amended
in its entirety to read as follows:
Section 2.12. Borrower's Reduction of Borrowing Base and
Facility B Maximum Loan Amount. Until the termination of the Facility A
Commitment Period Borrower may, during the ten-day period beginning on
each Determination Date (each such period being called in this section
an "Option Period"), reduce
58704 08037 CORP 133021
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<PAGE>
the Borrowing Base from the amount designated by Agent to any lesser
amount. To exercise such option Borrower must within an Option Period
send notice to Agent of the amount of the Borrowing Base chosen by
Borrower. If Borrower does not affirmatively exercise this option
during an Option Period the Borrowing Base shall be the amount
designated by Agent under Section 2.11. Any choice by Borrower of a
Borrowing Base shall be effective as of the first day of the Option
Period during which such choice was made and shall continue in effect
until the next date as of which the Borrowing Base is redetermined.
Until the termination of the Facility B Commitment Period Borrower may
reduce the Facility B Maximum Loan Amount. Any such reduction shall
permanently reduce the Facility B Maximum Loan Amount.
ss. 2.11. Letters of Credit. Section 2A.1(a), (b) and (c) of the Original
Agreement are hereby amended in their entirety to read as follows:
Section 2A.1. Letters of Credit. Subject to the terms and
conditions hereof, Borrower may during the Facility A Commitment Period
request Agent to issue one or more Letters of Credit, provided that,
after taking such Letter of Credit into account:
(a) the sum of the aggregate amount of Facility A
Advances outstanding at such time plus the aggregate amount of
LC Obligations at such time, does not exceed the Borrowing
Base at such time; and
(b) the aggregate amount of LC Obligations at such
time does not exceed $10,000,000; and
(c) the expiration date of such Letter of Credit is
prior to the end of the Facility A Commitment Period.
ss. 2.12. Letters of Credit Advances; Letter of Credit Fees. Section
2A.3(b) of the Original Agreement is hereby amended in its entirety to
read as follows:
(b) Letter of Credit Advances. If the beneficiary of any
Letter of Credit makes a draft or other demand for payment thereunder
then Borrower may, during the interval between the making thereof and
the honoring thereof by Agent, request Lenders to make Facility A
Advances to Borrower in the amount of such draft or demand, which
Facility A Advances shall be made concurrently with Agent's payment of
such draft or demand and shall be immediately used by Agent to repay
the amount of the resulting Matured LC Obligation. Such a request by
Borrower shall be made in compliance with all of the provisions hereof,
provided that for the purposes of Section 2A.1(a), the amount of such
Facility A Advances shall be considered, but the amount of the Matured
LC Obligation to be concurrently paid by such Facility A Advances shall
not be considered.
58704 08037 CORP 133021
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<PAGE>
The references to "Percentage Share" in Sections 2A.3(c), 2A.3(d) and
2A.4 of the Original Agreement are hereby amended to refer instead to "Facility
A Percentage Share".
ss. 2.13. Additional Conditions Precedent to Facility B Advances. Article
III of the Original Agreement is hereby amended by adding a new
Section 3.3 at the end thereof, to read as follows:
Section 3.3. Additional Conditions Precedent to Facility B Advances.
(a) Conditions to Facility B Advances under First Allotment.
No Lender has any obligation to make any Facility B Advance under the
First Allotment unless: Borrower shall have paid to Agent, for the
account of each Lender in accordance with such Lender's Facility B
Percentage Share, a drawdown fee equal to three-tenths percent (0.3%)
of such Facility B Advance under the First Allotment.
(b) Conditions to Facility B Advances under Second Allotment.
No Lender has any obligation to make any Facility B Advance under the
Second Allotment unless: (i) Borrower shall have paid to Agent, for the
account of each Lender in accordance with such Lender's Facility B
Percentage Share, a drawdown fee equal to one and fifteen hundredths
percent (1.15%) of such Facility B Advance under the Second Allotment,
(ii) after the making of such Facility B Advance, the Debt to Proved
Reserves Ratio shall be less than or equal to sixtytwo percent (62%),
(iii) at the time of such Facility B Advance, total Proved Reserves of
Borrower, as determined in the most-recent Engineering Report delivered
to Agent and Lenders, shall be not less than 75 billion cubic feet, and
(iv) Majority Lenders shall have approved the Development Proposal
submitted by Borrower regarding such Facility B Advance.
(c) Conditions to Facility B Advances under Third Allotment.
No Lender has any obligation to make any Facility B Advance under the
Third Allotment unless: (i) Borrower shall have paid to Agent, for the
account of each Lender in accordance with such Lender's Facility B
Percentage Share, a drawdown fee equal to one and six-tenths percent
(1.6%) of such Facility B Advance under the Third Allotment, (ii) after
the making of such Facility B Advance, the Debt to Proved Reserves
Ratio shall be less than or equal to sixty-two percent (62%), (iii)
after the making of such Facility B Advance, the Debt to PDP/PDNP
Reserves Ratio shall be less than or equal to one hundred eight percent
(108%), (iv) at the time of such Facility B Advance, total Proved
Reserves of Borrower, as determined in the most-recent Engineering
Report delivered to Agent and Lenders, shall be not less than 85
billion cubic feet, and (v) Majority Lenders shall have approved the
Development Proposal submitted by Borrower regarding such Facility B
Advance.
For purposes of the foregoing, a "Development Proposal" means a
detailed proposal to Agent and Lenders from Borrower describing the
development of properties subject to the Mortgage to be completed with
the proceeds of a
58704 08037 CORP 133021
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<PAGE>
Facility B Advance, acceptable to Agent and Lenders in their sole
discretion in substance, form and detail, and expressly setting out (1)
the specific development activities on specified properties subject to
the Mortgage that are to be completed with the proceeds of such
Facility B Advance, (2) a timetable for such activities, and (3) costs
and expenses, net to the interest of Borrower.
ss. 2.14. Exhibits. Exhibits A and B to the Original Agreement are hereby
amended in their entirety to read as set forth in Exhibits A-1 and A-2
and Exhibit B, respectively, attached hereto.
ss. 2.15. Borrowing Base. As contemplated in and pursuant to Section
2.11 of the Credit Agreement, Agent hereby designates the new Borrowing Base
under the Credit Agreement as $50,000,000, effective as of the date hereof and
continuing until but not including the next date as of which the Borrowing Base
is redetermined.
ss. 2.16. Percentage Shares. For purposes of the definitions of
"Facility A Percentage Share" and "Facility B Percentage Share", such
definitions shall not refer to the percentages set forth on the signature pages
to the Original Agreement, but shall refer instead to the percentages set forth
on the signature pages hereto.
ARTICLE III - Conditions of Effectiveness
ss. 3.1. Effective Date. This Amendment shall become effective as of
the date first above written when (i) Agent shall have received this Amendment
at Agent's office duly authorized, executed and delivered by Borrower and each
Lender, (ii) Borrower shall have issued and delivered to each Lender a
Promissory Note (each a "Renewal Note") in the form attached hereto as Exhibit
A-1, duly executed on behalf of Borrower, a Promissory Note in the form attached
as Exhibit A-2, duly executed on behalf of Borrower, and shall have delivered to
Agent each other Amendment Document, duly executed on behalf of Borrower, (iii)
Borrower shall have paid to Agent (A) a Facility A extension fee in the amount
of $20,000 for the account of ING Capital and MeesPierson, to be shared ratably
in accordance with their Facility A Percentage Shares, (B) a Facility A facility
fee in the amount of $15,000 for the account of Credit Lyonnais, and (C) a
Facility B facility fee in the amount of $75,000 for the account of Lenders, and
(iv) Agent shall have additionally received all of the following documents each
being duly authorized, executed and delivered, and in form and substance
satisfactory to Agent and each Lender:
(a) Opinion of Counsel for Borrower. A written opinion of
Jenkens & Gilchrist, a Professional Corporation, counsel for Borrower,
dated as of the date of this Amendment, addressed to Agent and Lenders,
to the effect that this Amendment and each other Amendment Document has
been duly authorized, executed and delivered by Borrower and that the
Credit Agreement constitutes the legal, valid and binding obligations
of Borrower, enforceable in accordance with their terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency and similar laws and to general principles of equity).
58704 08037 CORP 133021
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<PAGE>
(b) Omnibus Certificate. An Omnibus Certificate of the
Secretary and of the Chairman of the Board or President of Borrower of
even date with this Amendment, which shall contain the names and
signatures of the officers authorized to execute this Amendment and
which shall certify to the truth, correctness and completeness of: (i)
all of the exhibits attached to that certain Omnibus Certificate dated
as of December 20, 1994, made by such officers of Borrower, and (ii) a
copy of resolutions duly adopted by the Board of Directors of Borrower
and in full force and effect at the time this Amendment is entered
into, authorizing the execution of this Amendment.
(c) Compliance Certificate. A Compliance Certificate of the
Chief Financial Officer of Borrower, of even date with this Amendment,
in which such officer shall certify, to the best of his knowledge and
belief after due inquiry, to the satisfaction of the conditions set out
in subsections (a) through (d), inclusive, of Section 3.2 of the
Original Agreement as of the date hereof.
ARTICLE IV - Representations, Warranties and Covenants
ss. 4.1. Representations, Warranties and Covenants of Borrower. In order
to induce Agent and Lenders to enter into this Amendment, Borrower
represents, warrants and covenants to Agent and each Lender that:
(a) The representations and warranties contained in Section
4.1 of the Original Agreement are true and correct at and as of the
time of the effectiveness hereof, except to the extent that such
representations and warranties are made in the Original Agreement only
in reference to a specific date and except to the extent that the facts
upon which such representations are based have been changed by the
extension of credit under the Credit Agreement.
(b) Borrower is duly authorized to execute and deliver this
Amendment, the Renewal Notes and each other Amendment Document and is
and will continue to be duly authorized to borrow and to perform its
obligations under the Credit Agreement. Borrower has duly taken all
corporate action necessary to authorize the execution and delivery of
this Amendment, the Renewal Notes and each other Amendment Documents
and to authorize the performance of the obligations hereunder and
thereunder.
(c) The execution and delivery by Borrower of this Amendment,
the Renewal Notes and each other Amendment Document and the performance
by it of its obligations hereunder and under the Credit Agreement and
the consummation of the transactions contemplated hereby and thereby do
not and will not conflict with any provision of law, statute, rule or
regulation or of the articles of incorporation or bylaws of Borrower or
of any material agreement, judgment, license, order or permit
applicable to or binding upon Borrower or result in the creation of any
lien, charge or encumbrance upon any assets or properties of Borrower,
except as expressly contemplated in the Loan Documents. Except for
those which have been duly obtained, no consent, approval,
58704 08037 CORP 133021
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<PAGE>
authorization or order of any court or governmental authority or third
party is required in connection with the execution and delivery by
Borrower of this Amendment, the Renewal Notes or any Amendment Document
or to consummate the transactions contemplated hereby and thereby.
(d) When this Amendment, the Renewal Notes and each other
Amendment Document is duly executed and delivered, each of this
Amendment, the Renewal Notes, the other Amendment Documents and the
Credit Agreement will be a legal and binding instrument and agreement
of Borrower, enforceable in accordance with its terms, except as
limited by bankruptcy, insolvency and similar laws and by general
principles of equity.
(e) The audited annual Consolidated financial statements of
Borrower dated as of December 31, 1995 and the unaudited quarterly
Consolidated financial statements of Borrower dated as of September 30,
1996 fairly present the Consolidated financial position at such dates
and the Consolidated statement of operations and cash flows for the
periods ending on such dates for Borrower. Copies of such financial
statements have heretofore been delivered to Lender. Since September
30, 1996, no material adverse change has occurred in the financial
condition or businesses or in the Consolidated financial condition or
businesses of Borrower.
ARTICLE V - Miscellaneous
ss. 5.1. Ratification of Agreements. The Original Agreement as hereby
amended is hereby ratified and confirmed in all respects. The Loan Documents, as
they may be amended or affected by this Amendment, the Renewal Notes, and the
other Amendment Documents, are hereby ratified and confirmed in all respects.
Any reference to the Credit Agreement in any Loan Document shall be deemed to
refer to this Amendment also and any reference in any Loan Document to any other
document or instrument amended, renewed, extended or otherwise affected by this
Amendment, the Renewal Notes or the other Amendment Documents shall also refer
to such Amendment, such Renewal Notes and such Amendment Documents. Any
reference to any Note in any other Loan Document shall be deemed to be a
reference to each Renewal Note. The execution, delivery and effectiveness of
this Amendment, the Renewal Notes and each other Amendment Document shall not
operate as a waiver of any right, power or remedy of Agent or any Lender under
the Credit Agreement or any other Loan Document nor constitute a waiver of any
provision of the Credit Agreement or any other Loan Document.
ss. 5.2. Survival of Agreements. All representations, warranties,
covenants and agreements of Borrower herein shall survive the execution and
delivery of this Amendment and the performance hereof and the issuance and
delivery of each Renewal Note, including without limitation the making or
granting of the Loans, and shall further survive until all of the Obligations
are paid in full. All statements and agreements contained in any certificate or
instrument delivered by Borrower hereunder or under the Credit Agreement to
Agent or any Lender shall be deemed to constitute representations
58704 08037 CORP 133021
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<PAGE>
and warranties by, or agreements and covenants of, Borrower under this Amendment
and under the Credit Agreement.
ss. 5.3. Protection of Security Interests and Liens. Borrower agrees to
deliver to Agent within fifteen days after request any additional amendments or
supplements to any Security Documents, properly completed and executed (and
acknowledged when required) by Borrower, in form and substance satisfactory to
Agent, which Agent reasonably requests for the purpose of perfecting,
confirming, or protecting any Liens or other rights in Collateral securing any
Obligations in connection with the extension and renewal herein and in the
Renewal Notes and the extension of Facility B.
ss. 5.4. Loan Documents. This Amendment, each Renewal Note and each
other Amendment Document is a Loan Document, and all provisions in the Credit
Agreement pertaining to Loan Documents apply hereto.
SS. 5.5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA IN ALL RESPECTS, INCLUDING
CONSTRUCTION, VALIDITY AND PERFORMANCE.
ss. 5.6. Counterparts. This Amendment may be separately executed in
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed shall be deemed to constitute one and the same
Amendment.
IN WITNESS WHEREOF, this Amendment is executed as of the date first
above written.
CAIRN ENERGY USA, INC.
By:
J. Munro M. Sutherland
Senior Vice President
58704 08037 CORP 133021
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<PAGE>
<TABLE>
<CAPTION>
Percentage Maximum
Share Loan Amount
<S> <C> <C>
Facility A: 40% $30,000,000 ING (U.S.) CAPITAL CORPORATION
Facility B: 35.714286% $5,000,000
By:
Trond O. Rokholt, Senior Vice President
Percentage Maximum
Share Loan Amount
Facility A: 30% $22,500,000 MEESPIERSON N.V.
Facility B: 32.142857% $4,500,000
By:
Darrell W. Holley, Vice President
Percentage Maximum
Share Loan Amount
Facility A: 30% $22,500,000 CREDIT LYONNAIS NEW YORK BRANCH
Facility B: 32.142857% $4,500,000
By:
Name:
Title:
Address for Notices:
1000 Louisiana - Suite 5360
Houston, Texas 77002
Attention: Christine Byerly
Telephone: (713) 751-0500
Telecopy: (713) 751-0307
</TABLE>
58704 08037 CORP 133021
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<PAGE>
EXHIBIT A-1
PROMISSORY NOTE
(FACILITY A)
$_________________ New York, New York November 7, 1996
FOR VALUE RECEIVED, the undersigned, Cairn Energy USA, Inc., a Delaware
corporation (herein called "Borrower"), hereby promises to pay to the order of
____________________________, a ____________________ (herein called "Lender"),
the principal sum of ______________________________ Dollars ($__________), or,
if greater or less, the aggregate unpaid principal amount of the Facility A Loan
made under this Note by Lender to Borrower pursuant to the terms of the Credit
Agreement (as hereinafter defined), together with interest on the unpaid
principal balance thereof as hereinafter set forth, both principal and interest
payable as herein provided in lawful money of the United States of America at
the offices of the Agent under the Credit Agreement, 135 East 57th Street, New
York, New York or at such other place within New York, New York, as from time to
time may be designated by the holder of this Note.
This Note (a) is issued and delivered under that certain Credit
Agreement dated December 20, 1994 among Borrower, Internationale Nederlanden
(U.S.) Capital Corporation, as Agent, and the lenders (including Lender)
referred to therein (herein, as from time to time supplemented, amended or
restated, called the "Credit Agreement"), and is a "Facility A Note" as defined
therein, (b) is subject to the terms and provisions of the Credit Agreement,
which contains provisions for payments and prepayments hereunder and
acceleration of the maturity hereof upon the happening of certain stated events,
and (c) is secured by and entitled to the benefits of certain Security Documents
(as identified and defined in the Credit Agreement). Payments on this Note shall
be made and applied as provided herein and in the Credit Agreement. Reference is
hereby made to the Credit Agreement for a description of certain rights,
limitations of rights, obligations and duties of the parties hereto and for the
meanings assigned to terms used and not defined herein and to the Security
Documents for a description of the nature and extent of the security thereby
provided and the rights of the parties thereto.
For the purposes of this Note, the following terms have the meanings
assigned to them below:
"Base Rate Payment Date" means (i) the last day of each March,
June, September and December, beginning December 31, 1996, and (ii) any
day on which past due interest or principal is owed hereunder and is
unpaid. If the terms hereof or of the Credit Agreement provide that
payments of interest or principal hereon shall be deferred from one
Base Rate Payment Date to another day, such other day shall also be a
Base Rate Payment Date.
58704 08037 CORP 133021
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"Fixed Rate Payment Date" means, with respect to any Fixed
Rate Portion: (i) the day on which the related Interest Period ends
(and, if such Interest Period is three months or longer, the
three-month anniversary of the first day of such Interest Period), and
(ii) any day on which past due interest or past due principal is owed
hereunder with respect to such Fixed Rate Portion and is unpaid. If the
terms hereof or of the Credit Agreement provide that payments of
interest or principal with respect to such Fixed Rate Portion shall be
deferred from one Fixed Rate Payment Date to another day, such other
day shall also be a Fixed Rate Payment Date.
The principal amount of this Note shall be due and payable in fourteen
(14) quarterly installments, and shall be due and payable on the first day of
each January, April, July and October, beginning January 1, 1998, and continuing
regularly thereafter until March 31, 2001, at which time the unpaid principal
balance of this Note and all interest accrued hereon shall be due and payable in
full. Each of the first four (4) such installments shall be in an amount equal
to ten percent (10%) of the aggregate unpaid principal balance of the Facility A
Loans at the end of the Facility A Commitment Period; each of the next four (4)
such installments shall be in an amount equal to nine percent (9%) of the
aggregate unpaid principal balance of the Facility A Loans at the end of the
Facility A Commitment Period; and each of the last six (6) such installments
shall be in an amount equal to four percent (4%) of the aggregate unpaid
principal balance of the Facility A Loans at the end of the Facility A
Commitment Period. Such amounts shall be rounded upwards to the nearest $1,000.
Agent shall determine the amount of each such principal installment, which
amount shall be conclusive, absence manifest error. On March 31, 2001 the unpaid
principal balance of this Note and all interest accrued hereon shall be due and
payable in full.
The Base Rate Portion of the Facility A Loan (exclusive of any past due
principal or interest) from time to time outstanding shall bear interest on each
day outstanding at the Base Rate in effect on such day. On each Base Rate
Payment Date Borrower shall pay to the holder hereof all unpaid interest which
has accrued on the Base Rate Portion to but not including such Base Rate Payment
Date. Each Fixed Rate Portion of the Facility A Loan (exclusive of any past due
principal or interest) shall bear interest on each day during the related
Interest Period at the related Fixed Rate in effect on such day. On each Fixed
Rate Payment Date relating to such Fixed Rate Portion Borrower shall pay to the
holder hereof all unpaid interest which has accrued on such Fixed Rate Portion
to but not including such Fixed Rate Payment Date. All past due principal of and
past due interest on the Facility A Loan shall bear interest on each day
outstanding at the Late Payment Rate in effect on such day, and such interest
shall be due and payable daily as it accrues. Notwithstanding the foregoing
provisions of this paragraph: (a) this Note shall never bear interest in excess
of the Highest Lawful Rate, and (b) if at any time the rate at which interest is
payable on this Note is limited by the Highest Lawful Rate (by the foregoing
clause (a) or by reference to the Highest Lawful Rate in the definitions of Base
Rate, Fixed Rate, and Late Payment Rate), this Note shall bear interest at the
Highest Lawful Rate and shall continue to bear interest at the Highest Lawful
Rate until such time as the total amount of interest accrued hereon equals (but
58704 08037 CORP 133021
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<PAGE>
does not exceed) the total amount of interest which would have accrued hereon
had there been no Highest Lawful Rate applicable hereto.
Notwithstanding the foregoing paragraph and all other provisions of
this Note, in no event shall the interest payable hereon, whether before or
after maturity, exceed the maximum interest which, under applicable law, may be
charged on this Note, and this Note is expressly made subject to the provisions
of the Credit Agreement which more fully set out the limitations on how interest
accrues hereon.
If this Note is placed in the hands of an attorney for collection after
default, or if all or any part of the indebtedness represented hereby is proved,
established or collected in any court or in any bankruptcy, receivership, debtor
relief, probate or other court proceedings, Borrower and all endorsers, sureties
and guarantors of this Note jointly and severally agree to pay reasonable
attorneys' fees and collection costs to the holder hereof in addition to the
principal and interest payable hereunder.
Borrower and all endorsers, sureties and guarantors of this Note hereby
severally waive demand, presentment, notice of demand and of dishonor and
nonpayment of this Note, protest, notice of protest, notice of intention to
accelerate the maturity of this Note, declaration or notice of acceleration of
the maturity of this Note, diligence in collecting, the bringing of any suit
against any party and any notice of or defense on account of any extensions,
renewals, partial payments or changes in any manner of or in this Note or in any
of its terms, provisions and covenants, or any releases or substitutions of any
security, or any delay, indulgence or other act of any trustee or any holder
hereof, whether before or after maturity.
This Note and the other Facility A Notes of even date herewith in the
aggregate principal amount of $75,000,000 are given in renewal, extension and
increase of (but not in extinguishment or novation of): (1) those certain
Promissory Notes dated December 20, 1994, in the aggregate original principal
amount of $50,000,000, made by Borrower to the order of Lenders, as amended by
Amendments and Allonges dated December 12, 1995, which notes were made in
renewal, extension and replacement of (but not in extinguishment or novation
of): (2) that certain promissory note dated May 10, 1994, made by Borrower in
the original principal amount of $30,000,000, made by Borrower to the order of
Internationale Nederlanden (U.S.) Capital Corporation ("ING Capital"), which
note was made in renewal, extension and increase of (but not in extinguishment
or novation of): (3) that certain promissory note (Facility A) in the original
principal amount of $25,000,000 and that certain promissory note (Facility B) in
the original principal amount of $8,000,000, each dated June 11, 1993, made by
Borrower originally to the order of Internationale Nederlanden Bank, N.V., New
York Branch ("ING Bank"), which was assigned by ING Bank to ING Capital, which
notes were made in renewal, extension and restatement of (but not in
extinguishment or novation of): (4) that certain promissory note dated as of May
8, 1990 in the original principal amount of $25,000,000, made by Borrower
originally to the order of Manufacturers Hanover Trust Company ("MHTC"), which
was assigned by MHTC to ING Bank.
58704 08037 CORP 133021
3
<PAGE>
THIS NOTE AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW), EXCEPT TO THE EXTENT THE SAME ARE GOVERNED BY APPLICABLE
FEDERAL LAW.
CAIRN ENERGY USA, INC.
By:
J. Munro M. Sutherland
Senior Vice President
58704 08037 CORP 133021
4
<PAGE>
EXHIBIT A-2
PROMISSORY NOTE
(FACILITY B)
$_________________ New York, New York November 7, 1996
FOR VALUE RECEIVED, the undersigned, Cairn Energy USA, Inc., a Delaware
corporation (herein called "Borrower"), hereby promises to pay to the order of
____________________________, a ____________________ (herein called "Lender"),
the principal sum of ______________________________ Dollars ($__________), or,
if greater or less, the aggregate unpaid principal amount of the Facility B Loan
made under this Note by Lender to Borrower pursuant to the terms of the Credit
Agreement (as hereinafter defined), together with interest on the unpaid
principal balance thereof as hereinafter set forth, both principal and interest
payable as herein provided in lawful money of the United States of America at
the offices of the Agent under the Credit Agreement, 135 East 57th Street, New
York, New York or at such other place within New York, New York, as from time to
time may be designated by the holder of this Note.
This Note (a) is issued and delivered under that certain Credit
Agreement dated December 20, 1994 among Borrower, Internationale Nederlanden
(U.S.) Capital Corporation, as Agent, and the lenders (including Lender)
referred to therein (herein, as from time to time supplemented, amended or
restated, called the "Credit Agreement"), and is a "Facility B Note" as defined
therein, (b) is subject to the terms and provisions of the Credit Agreement,
which contains provisions for payments and prepayments hereunder and
acceleration of the maturity hereof upon the happening of certain stated events,
and (c) is secured by and entitled to the benefits of certain Security Documents
(as identified and defined in the Credit Agreement). Payments on this Note shall
be made and applied as provided herein and in the Credit Agreement. Reference is
hereby made to the Credit Agreement for a description of certain rights,
limitations of rights, obligations and duties of the parties hereto and for the
meanings assigned to terms used and not defined herein and to the Security
Documents for a description of the nature and extent of the security thereby
provided and the rights of the parties thereto.
For the purposes of this Note, the following terms have the meanings
assigned to them below:
"Base Rate Payment Date" means (i) the last day of each March,
June, September and December, beginning December 31, 1996, and (ii) any
day on which past due interest or principal is owed hereunder and is
unpaid. If the terms hereof or of the Credit Agreement provide that
payments of interest or principal hereon shall be deferred from one
Base Rate Payment Date to another day, such other day shall also be a
Base Rate Payment Date.
58704 08037 CORP 133021
1
<PAGE>
"Fixed Rate Payment Date" means, with respect to any Fixed
Rate Portion: (i) the day on which the related Interest Period ends
(and, if such Interest Period is three months or longer, the
three-month anniversary of the first day of such Interest Period), and
(ii) any day on which past due interest or past due principal is owed
hereunder with respect to such Fixed Rate Portion and is unpaid. If the
terms hereof or of the Credit Agreement provide that payments of
interest or principal with respect to such Fixed Rate Portion shall be
deferred from one Fixed Rate Payment Date to another day, such other
day shall also be a Fixed Rate Payment Date.
On December 31, 1997 the unpaid principal balance of this Note and all
interest accrued hereon shall be due and payable in full.
The Base Rate Portion of the Facility B Loan (exclusive of any past due
principal or interest) from time to time outstanding shall bear interest on each
day outstanding at the Base Rate in effect on such day. On each Base Rate
Payment Date Borrower shall pay to the holder hereof all unpaid interest which
has accrued on the Base Rate Portion to but not including such Base Rate Payment
Date. Each Fixed Rate Portion of the Facility B Loan (exclusive of any past due
principal or interest) shall bear interest on each day during the related
Interest Period at the related Fixed Rate in effect on such day. On each Fixed
Rate Payment Date relating to such Fixed Rate Portion Borrower shall pay to the
holder hereof all unpaid interest which has accrued on such Fixed Rate Portion
to but not including such Fixed Rate Payment Date. All past due principal of and
past due interest on the Facility B Loan shall bear interest on each day
outstanding at the Late Payment Rate in effect on such day, and such interest
shall be due and payable daily as it accrues. Notwithstanding the foregoing
provisions of this paragraph: (a) this Note shall never bear interest in excess
of the Highest Lawful Rate, and (b) if at any time the rate at which interest is
payable on this Note is limited by the Highest Lawful Rate (by the foregoing
clause (a) or by reference to the Highest Lawful Rate in the definitions of Base
Rate, Fixed Rate, and Late Payment Rate), this Note shall bear interest at the
Highest Lawful Rate and shall continue to bear interest at the Highest Lawful
Rate until such time as the total amount of interest accrued hereon equals (but
does not exceed) the total amount of interest which would have accrued hereon
had there been no Highest Lawful Rate applicable hereto.
Notwithstanding the foregoing paragraph and all other provisions of
this Note, in no event shall the interest payable hereon, whether before or
after maturity, exceed the maximum interest which, under applicable law, may be
charged on this Note, and this Note is expressly made subject to the provisions
of the Credit Agreement which more fully set out the limitations on how interest
accrues hereon.
If this Note is placed in the hands of an attorney for collection after
default, or if all or any part of the indebtedness represented hereby is proved,
established or collected in any court or in any bankruptcy, receivership, debtor
relief, probate or other court proceedings, Borrower and all endorsers, sureties
and guarantors of this Note jointly and severally agree to pay reasonable
attorneys' fees and collection costs to the holder hereof in addition to the
principal and interest payable hereunder.
58704 08037 CORP 133021
2
<PAGE>
Borrower and all endorsers, sureties and guarantors of this Note hereby
severally waive demand, presentment, notice of demand and of dishonor and
nonpayment of this Note, protest, notice of protest, notice of intention to
accelerate the maturity of this Note, declaration or notice of acceleration of
the maturity of this Note, diligence in collecting, the bringing of any suit
against any party and any notice of or defense on account of any extensions,
renewals, partial payments or changes in any manner of or in this Note or in any
of its terms, provisions and covenants, or any releases or substitutions of any
security, or any delay, indulgence or other act of any trustee or any holder
hereof, whether before or after maturity.
THIS NOTE AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW), EXCEPT TO THE EXTENT THE SAME ARE GOVERNED BY APPLICABLE
FEDERAL LAW.
CAIRN ENERGY USA, INC.
By:
J. Munro M. Sutherland
Senior Vice President
58704 08037 CORP 133021
3
<PAGE>
EXHIBIT B
REQUEST FOR ADVANCES
Reference is made to that certain Credit Agreement dated as of December
20, 1994 (as from time to time amended, the "Agreement"), by and among Cairn
Energy USA, Inc. ("Borrower"), Internationale Nederlanden (U.S.) Capital
Corporation, as Agent, and certain financial institutions ("Lenders"). Terms
which are defined in the Agreement are used herein with the meanings given them
in the Agreement. Pursuant to the terms of the Agreement Borrower hereby
requests Lenders to make Facility [A/B] Advances to Borrower in the aggregate
principal amount of $__________ and specifies ____________, 199__, as the date
Borrower desires for Lenders to make such Advances and for Agent to deliver to
Borrower the proceeds thereof.
To induce Lenders to make such Advances, Borrower hereby represents,
warrants, acknowledges, and agrees to and with Agent and each Lender that:
(a) The officer of Borrower signing this instrument is the
duly elected, qualified and acting officer of Borrower as indicated
below such officer's signature hereto having all necessary authority to
act for Borrower in making the request herein contained.
(b) The representations and warranties of Borrower set forth
in the Agreement and the other Loan Documents are true and correct on
and as of the date hereof (except to the extent that the facts on which
such representations and warranties are based have been changed by the
extension of credit under the Agreement), with the same effect as
though such representations and warranties had been made on and as of
the date hereof.
(c) There does not exist on the date hereof any condition or
event which constitutes a Default which has not been waived in writing
as provided in Section 9.1(a) of the Agreement; nor will any such
Default exist upon Borrower's receipt and application of the Advances
requested hereby. Borrower will use the Advances hereby requested in
compliance with Section 2.3 of the Agreement.
(d) Except to the extent waived in writing as provided in
Section 9.1(a) of the Agreement, Borrower has performed and complied
with all agreements and conditions in the Agreement required to be
performed or complied with by Borrower on or prior to the date hereof,
and each of the conditions precedent to Advances contained in the
Agreement remains satisfied.
[(e) The sum of (i) the aggregate unpaid principal balances of
the Facility A Loans, after the making of the Facility A Advances
requested hereby, plus (ii) the aggregate amount of LC Obligations at
such time, will not be in excess of the Borrowing Base on the date
requested for the making of such Facility A Advances.]
or
58704 08037 CORP 133021
1
<PAGE>
[(e) The aggregate unpaid principal balances of the Facility B
Loans, after the making of the Facility B Advances requested hereby,
will not be in excess of the Facility B Maximum Loan Amount on the date
requested for the making of such Facility B Advances.]
(f) The Loan Documents have not been modified, amended or
supplemented by any unwritten representations or promises, by any
course of dealing, or by any other means not provided for in Section
9.1(a) of the Agreement. The Agreement and the other Loan Documents are
hereby ratified, approved, and confirmed in all respects.
The officer of Borrower signing this instrument as an officer and not
individually hereby certifies that, to the best of his knowledge after due
inquiry, the above representations, warranties, acknowledgements, and agreements
of Borrower are true, correct and complete.
IN WITNESS WHEREOF, this instrument is executed by the undersigned,
only as an officer of Borrower and not individually, as of ____________, 199__.
CAIRN ENERGY USA, INC.
By:
Name:
Title:
58704 08037 CORP 133021
2
<PAGE>
PROMISSORY NOTE
(FACILITY A)
$30,000,000 New York, New York November 7, 1996
FOR VALUE RECEIVED, the undersigned, Cairn Energy USA, Inc., a Delaware
corporation (herein called "Borrower"), hereby promises to pay to the order of
ING (U.S.) CAPITAL CORPORATION, a Delaware corporation (herein called "Lender"),
the principal sum of Thirty Million Dollars ($30,000,000), or, if greater or
less, the aggregate unpaid principal amount of the Facility A Loan made under
this Note by Lender to Borrower pursuant to the terms of the Credit Agreement
(as hereinafter defined), together with interest on the unpaid principal balance
thereof as hereinafter set forth, both principal and interest payable as herein
provided in lawful money of the United States of America at the offices of the
Agent under the Credit Agreement, 135 East 57th Street, New York, New York or at
such other place within New York, New York, as from time to time may be
designated by the holder of this Note.
This Note (a) is issued and delivered under that certain Credit
Agreement dated December 20, 1994 among Borrower, Internationale Nederlanden
(U.S.) Capital Corporation, as Agent, and the lenders (including Lender)
referred to therein (herein, as from time to time supplemented, amended or
restated, called the "Credit Agreement"), and is a "Facility A Note" as defined
therein, (b) is subject to the terms and provisions of the Credit Agreement,
which contains provisions for payments and prepayments hereunder and
acceleration of the maturity hereof upon the happening of certain stated events,
and (c) is secured by and entitled to the benefits of certain Security Documents
(as identified and defined in the Credit Agreement). Payments on this Note shall
be made and applied as provided herein and in the Credit Agreement. Reference is
hereby made to the Credit Agreement for a description of certain rights,
limitations of rights, obligations and duties of the parties hereto and for the
meanings assigned to terms used and not defined herein and to the Security
Documents for a description of the nature and extent of the security thereby
provided and the rights of the parties thereto.
For the purposes of this Note, the following terms have the meanings
assigned to them below:
"Base Rate Payment Date" means (i) the last day of each March,
June, September and December, beginning December 31, 1996, and (ii) any
day on which past due interest or principal is owed hereunder and is
unpaid. If the terms hereof or of the Credit Agreement provide that
payments of interest or principal hereon shall be deferred from one
Base Rate Payment Date to another day, such other day shall also be a
Base Rate Payment Date.
58704 08037 CORP 133021
1
<PAGE>
PROMISSORY NOTE
(FACILITY B)
$5,000,000 New York, New York November 7, 1996
FOR VALUE RECEIVED, the undersigned, Cairn Energy USA, Inc., a Delaware
corporation (herein called "Borrower"), hereby promises to pay to the order of
ING (U.S.) CAPITAL CORPORATION, a Delaware corporation (herein called "Lender"),
the principal sum of Five Million Dollars ($5,000,000), or, if greater or less,
the aggregate unpaid principal amount of the Facility B Loan made under this
Note by Lender to Borrower pursuant to the terms of the Credit Agreement (as
hereinafter defined), together with interest on the unpaid principal balance
thereof as hereinafter set forth, both principal and interest payable as herein
provided in lawful money of the United States of America at the offices of the
Agent under the Credit Agreement, 135 East 57th Street, New York, New York or at
such other place within New York, New York, as from time to time may be
designated by the holder of this Note.
This Note (a) is issued and delivered under that certain Credit
Agreement dated December 20, 1994 among Borrower, Internationale Nederlanden
(U.S.) Capital Corporation, as Agent, and the lenders (including Lender)
referred to therein (herein, as from time to time supplemented, amended or
restated, called the "Credit Agreement"), and is a "Facility B Note" as defined
therein, (b) is subject to the terms and provisions of the Credit Agreement,
which contains provisions for payments and prepayments hereunder and
acceleration of the maturity hereof upon the happening of certain stated events,
and (c) is secured by and entitled to the benefits of certain Security Documents
(as identified and defined in the Credit Agreement). Payments on this Note shall
be made and applied as provided herein and in the Credit Agreement. Reference is
hereby made to the Credit Agreement for a description of certain rights,
limitations of rights, obligations and duties of the parties hereto and for the
meanings assigned to terms used and not defined herein and to the Security
Documents for a description of the nature and extent of the security thereby
provided and the rights of the parties thereto.
For the purposes of this Note, the following terms have the meanings
assigned to them below:
"Base Rate Payment Date" means (i) the last day of each March,
June, September and December, beginning December 31, 1996, and (ii) any
day on which past due interest or principal is owed hereunder and is
unpaid. If the terms hereof or of the Credit Agreement provide that
payments of interest or principal hereon shall be deferred from one
Base Rate Payment Date to another day, such other day shall also be a
Base Rate Payment Date.
58704 08037 CORP 133021
1
<PAGE>
PROMISSORY NOTE
(FACILITY A)
$22,500,000 New York, New York November 7, 1996
FOR VALUE RECEIVED, the undersigned, Cairn Energy USA, Inc., a Delaware
corporation (herein called "Borrower"), hereby promises to pay to the order of
MEESPIERSON N.V. (herein called "Lender"), the principal sum of Twenty-Two
Million Five Hundred Thousand Dollars ($22,500,000), or, if greater or less, the
aggregate unpaid principal amount of the Facility A Loan made under this Note by
Lender to Borrower pursuant to the terms of the Credit Agreement (as hereinafter
defined), together with interest on the unpaid principal balance thereof as
hereinafter set forth, both principal and interest payable as herein provided in
lawful money of the United States of America at the offices of the Agent under
the Credit Agreement, 135 East 57th Street, New York, New York or at such other
place within New York, New York, as from time to time may be designated by the
holder of this Note.
This Note (a) is issued and delivered under that certain Credit
Agreement dated December 20, 1994 among Borrower, Internationale Nederlanden
(U.S.) Capital Corporation, as Agent, and the lenders (including Lender)
referred to therein (herein, as from time to time supplemented, amended or
restated, called the "Credit Agreement"), and is a "Facility A Note" as defined
therein, (b) is subject to the terms and provisions of the Credit Agreement,
which contains provisions for payments and prepayments hereunder and
acceleration of the maturity hereof upon the happening of certain stated events,
and (c) is secured by and entitled to the benefits of certain Security Documents
(as identified and defined in the Credit Agreement). Payments on this Note shall
be made and applied as provided herein and in the Credit Agreement. Reference is
hereby made to the Credit Agreement for a description of certain rights,
limitations of rights, obligations and duties of the parties hereto and for the
meanings assigned to terms used and not defined herein and to the Security
Documents for a description of the nature and extent of the security thereby
provided and the rights of the parties thereto.
For the purposes of this Note, the following terms have the meanings
assigned to them below:
"Base Rate Payment Date" means (i) the last day of each March,
June, September and December, beginning December 31, 1996, and (ii) any
day on which past due interest or principal is owed hereunder and is
unpaid. If the terms hereof or of the Credit Agreement provide that
payments of interest or principal hereon shall be deferred from one
Base Rate Payment Date to another day, such other day shall also be a
Base Rate Payment Date.
58704 08037 CORP 133021
1
<PAGE>
PROMISSORY NOTE
(FACILITY B)
$4,500,000 New York, New York November 7, 1996
FOR VALUE RECEIVED, the undersigned, Cairn Energy USA, Inc., a Delaware
corporation (herein called "Borrower"), hereby promises to pay to the order of
MEESPIERSON N.V. (herein called "Lender"), the principal sum of Four Million
Five Hundred Thousand Dollars ($4,500,000), or, if greater or less, the
aggregate unpaid principal amount of the Facility B Loan made under this Note by
Lender to Borrower pursuant to the terms of the Credit Agreement (as hereinafter
defined), together with interest on the unpaid principal balance thereof as
hereinafter set forth, both principal and interest payable as herein provided in
lawful money of the United States of America at the offices of the Agent under
the Credit Agreement, 135 East 57th Street, New York, New York or at such other
place within New York, New York, as from time to time may be designated by the
holder of this Note.
This Note (a) is issued and delivered under that certain Credit
Agreement dated December 20, 1994 among Borrower, Internationale Nederlanden
(U.S.) Capital Corporation, as Agent, and the lenders (including Lender)
referred to therein (herein, as from time to time supplemented, amended or
restated, called the "Credit Agreement"), and is a "Facility B Note" as defined
therein, (b) is subject to the terms and provisions of the Credit Agreement,
which contains provisions for payments and prepayments hereunder and
acceleration of the maturity hereof upon the happening of certain stated events,
and (c) is secured by and entitled to the benefits of certain Security Documents
(as identified and defined in the Credit Agreement). Payments on this Note shall
be made and applied as provided herein and in the Credit Agreement. Reference is
hereby made to the Credit Agreement for a description of certain rights,
limitations of rights, obligations and duties of the parties hereto and for the
meanings assigned to terms used and not defined herein and to the Security
Documents for a description of the nature and extent of the security thereby
provided and the rights of the parties thereto.
For the purposes of this Note, the following terms have the meanings
assigned to them below:
"Base Rate Payment Date" means (i) the last day of each March,
June, September and December, beginning December 31, 1996, and (ii) any
day on which past due interest or principal is owed hereunder and is
unpaid. If the terms hereof or of the Credit Agreement provide that
payments of interest or principal hereon shall be deferred from one
Base Rate Payment Date to another day, such other day shall also be a
Base Rate Payment Date.
58704 08037 CORP 133021
1
<PAGE>
PROMISSORY NOTE
(FACILITY A)
$22,500,000 New York, New York November 7, 1996
FOR VALUE RECEIVED, the undersigned, Cairn Energy USA, Inc., a Delaware
corporation (herein called "Borrower"), hereby promises to pay to the order of
CREDIT LYONNAIS NEW YORK BRANCH (herein called "Lender"), the principal sum of
Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), or, if greater
or less, the aggregate unpaid principal amount of the Facility A Loan made under
this Note by Lender to Borrower pursuant to the terms of the Credit Agreement
(as hereinafter defined), together with interest on the unpaid principal balance
thereof as hereinafter set forth, both principal and interest payable as herein
provided in lawful money of the United States of America at the offices of the
Agent under the Credit Agreement, 135 East 57th Street, New York, New York or at
such other place within New York, New York, as from time to time may be
designated by the holder of this Note.
This Note (a) is issued and delivered under that certain Credit
Agreement dated December 20, 1994 among Borrower, Internationale Nederlanden
(U.S.) Capital Corporation, as Agent, and the lenders (including Lender)
referred to therein (herein, as from time to time supplemented, amended or
restated, called the "Credit Agreement"), and is a "Facility A Note" as defined
therein, (b) is subject to the terms and provisions of the Credit Agreement,
which contains provisions for payments and prepayments hereunder and
acceleration of the maturity hereof upon the happening of certain stated events,
and (c) is secured by and entitled to the benefits of certain Security Documents
(as identified and defined in the Credit Agreement). Payments on this Note shall
be made and applied as provided herein and in the Credit Agreement. Reference is
hereby made to the Credit Agreement for a description of certain rights,
limitations of rights, obligations and duties of the parties hereto and for the
meanings assigned to terms used and not defined herein and to the Security
Documents for a description of the nature and extent of the security thereby
provided and the rights of the parties thereto.
For the purposes of this Note, the following terms have the meanings
assigned to them below:
"Base Rate Payment Date" means (i) the last day of each March,
June, September and December, beginning December 31, 1996, and (ii) any
day on which past due interest or principal is owed hereunder and is
unpaid. If the terms hereof or of the Credit Agreement provide that
payments of interest or principal hereon shall be deferred from one
Base Rate Payment Date to another day, such other day shall also be a
Base Rate Payment Date.
58704 08037 CORP 133021
1
<PAGE>
PROMISSORY NOTE
(FACILITY B)
$4,500,000 New York, New York November 7, 1996
FOR VALUE RECEIVED, the undersigned, Cairn Energy USA, Inc., a Delaware
corporation (herein called "Borrower"), hereby promises to pay to the order of
CREDIT LYONNAIS NEW YORK BRANCH (herein called "Lender"), the principal sum of
Four Million Five Hundred Thousand Dollars ($4,500,000), or, if greater or less,
the aggregate unpaid principal amount of the Facility B Loan made under this
Note by Lender to Borrower pursuant to the terms of the Credit Agreement (as
hereinafter defined), together with interest on the unpaid principal balance
thereof as hereinafter set forth, both principal and interest payable as herein
provided in lawful money of the United States of America at the offices of the
Agent under the Credit Agreement, 135 East 57th Street, New York, New York or at
such other place within New York, New York, as from time to time may be
designated by the holder of this Note.
This Note (a) is issued and delivered under that certain Credit
Agreement dated December 20, 1994 among Borrower, Internationale Nederlanden
(U.S.) Capital Corporation, as Agent, and the lenders (including Lender)
referred to therein (herein, as from time to time supplemented, amended or
restated, called the "Credit Agreement"), and is a "Facility B Note" as defined
therein, (b) is subject to the terms and provisions of the Credit Agreement,
which contains provisions for payments and prepayments hereunder and
acceleration of the maturity hereof upon the happening of certain stated events,
and (c) is secured by and entitled to the benefits of certain Security Documents
(as identified and defined in the Credit Agreement). Payments on this Note shall
be made and applied as provided herein and in the Credit Agreement. Reference is
hereby made to the Credit Agreement for a description of certain rights,
limitations of rights, obligations and duties of the parties hereto and for the
meanings assigned to terms used and not defined herein and to the Security
Documents for a description of the nature and extent of the security thereby
provided and the rights of the parties thereto.
For the purposes of this Note, the following terms have the meanings
assigned to them below:
"Base Rate Payment Date" means (i) the last day of each March,
June, September and December, beginning December 31, 1996, and (ii) any
day on which past due interest or principal is owed hereunder and is
unpaid. If the terms hereof or of the Credit Agreement provide that
payments of interest or principal hereon shall be deferred from one
Base Rate Payment Date to another day, such other day shall also be a
Base Rate Payment Date.
58704 08037 CORP 133021
1
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
</LEGEND>
<CIK> 0000353153
<NAME> Cairn Energy USA, Inc.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,144
<SECURITIES> 0
<RECEIVABLES> 3,021
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,898
<PP&E> 195,298
<DEPRECIATION> 72,305
<TOTAL-ASSETS> 129,179
<CURRENT-LIABILITIES> 13,280
<BONDS> 0
0
0
<COMMON> 176
<OTHER-SE> 88,040
<TOTAL-LIABILITY-AND-EQUITY> 129,179
<SALES> 7,414
<TOTAL-REVENUES> 7,554
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,936
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 725
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 893
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 893
<EPS-PRIMARY> .05
<EPS-DILUTED> .05
</TABLE>
