<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
___________________________
Date of Report (Date of earliest event reported): November 17, 1995
UNION TEXAS PETROLEUM HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-9019 76-0040040
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1330 Post Oak Boulevard, Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 623-6544
<PAGE> 2
Item 5. OTHER EVENTS.
-------------
The information set forth in the press releases of the registrant
dated October 24, 1995, and November 16, 1995, each of which is filed as an
exhibit hereto, is incorporated herein by reference.
The following subsidiaries of Union Texas Petroleum Holdings, Inc.
(the "Company") have been discharged and released from their guarantee
obligations under the Company's three unsecured credit facilities: Union Texas
East Kalimantan Limited, Union Texas Petroleum Energy Corporation, Union Texas
International Corporation, Union Texas Products Corporation, and Unistar, Inc.
(the "Guarantors"). Accordingly, such Guarantors have also been discharged and
released from their guarantee obligations with respect to the Company's
obligations under its outstanding 8.25% Senior Notes due 1999, 8 3/8% Senior
Notes due 2005 and 8 1/2% Notes due 2007.
The Company has filed with the Securities and Exchange Commission a
shelf registration statement covering up to $100 million aggregate principal
amount of debt securities. The Company intends to use the net proceeds from
sales of such securities for general corporate purposes, which may include
repayment of outstanding indebtedness. In connection with the shelf
registration, the Company has commenced an ongoing $100 million medium-term
notes ("MTNs") program to which the Company may from time to time issue notes
with maturities from nine months to thirty years or more from the date of issue
and on terms to be determined at the time of sale. On November 17, 1995, the
Company issued $30 million aggregate principal amount of seven-year senior MTNs
bearing interest at 6.7% per annum under the shelf registration statement.
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Item 7. Financial Statements and Exhibits.
----------------
(c) Exhibits:
Number Description
- ------ -----------
4.1 Supplement dated November 7, 1995 to Indenture dated as of
November 15, 1992, for 8.25% Senior Notes due 1999, between
Union Texas Petroleum Holdings, Inc., the Subsidiaries named
therein and State Street Bank and Trust Company.
4.2 Supplement dated November 7, 1995 to Indenture dated as of
March 15, 1995, for Senior Debt Securities between Union Texas
Petroleum Holdings, Inc., the Subsidiaries named therein and
The First National Bank of Chicago.
10.1 Fifth Amendment Agreement dated as of November 3, 1995, to
the Amended and Restated Credit Agreement dated as of May 13,
1994, as amended, among Union Texas Petroleum Holdings, Inc.,
the Banks and Co- Agents listed therein, and NationsBank of
Texas, N.A., as Agent.
10.2 Second Amendment Agreement dated as of November 3, 1995, to
the Credit Agreement dated as of April 24, 1995, as amended,
among Union Texas Petroleum Holdings, Inc., the Banks and
Co-Agents listed therein, and NationsBank of Texas, N.A., as
Agent.
10.3 First Amendment Agreement dated as of November 3, 1995, to the
Credit Agreement dated as of June 30, 1995, among Union Texas
Petroleum Holdings, Inc., the Co-Agents listed therein and
NationsBank of Texas, N.A., as Agent.
99.1 Press Release dated October 24, 1995.
99.2 Press Release dated November 16, 1995.
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<PAGE> 4
SIGNATURE
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.
UNION TEXAS PETROLEUM
HOLDINGS, INC.
By: /s/ Newton W. Wilson, III
-----------------------------------
Newton W. Wilson, III
General Counsel,
Vice President-Administration
and Secretary
Date: November 17, 1995
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INDEX TO EXHIBITS
Number Description
- ------ -----------
4.1 Supplement dated November 7, 1995 to Indenture dated as of
November 15, 1992, for 8.25% Senior Notes due 1999,
between Union Texas Petroleum Holdings, Inc., the
Subsidiaries named therein and State Street Bank and Trust
Company.
4.2 Supplement dated November 7, 1995 to Indenture dated as of
March 15, 1995, for Senior Debt Securities between Union
Texas Petroleum Holdings, Inc., the Subsidiaries named
therein and The First National Bank of Chicago.
10.1 Fifth Amendment Agreement dated as of November 3, 1995, to
the Amended and Restated Credit Agreement dated as of May
13, 1994, as amended, among Union Texas Petroleum
Holdings, Inc., the Banks and Co-Agents listed therein,
and NationsBank of Texas, N.A., as Agent.
10.2 Second Amendment Agreement dated as of November 3, 1995,
to the Credit Agreement dated as of April 24, 1995, as
amended, among Union Texas Petroleum Holdings, Inc., the
Banks and Co-Agents listed therein, and NationsBank of
Texas, N.A., as Agent.
10.3 First Amendment Agreement dated as of November 3, 1995, to
the Credit Agreement dated as of June 30, 1995 among Union
Texas Petroleum Holdings, Inc., the Co-Agents listed
therein and NationsBank of Texas, N.A., as Agent.
99.1 Press Release dated October 24, 1995.
99.2 Press Release dated November 16, 1995.
<PAGE> 1
EXHIBIT 4.1
SUPPLEMENTAL INDENTURE
Supplemental Indenture, dated as of November 7, 1995 (the
"Supplemental Indenture"), among Union Texas Petroleum Holdings, Inc., a
Delaware corporation (the "Company"), the Guarantors party hereto (collectively
the "Original Guarantors"), and State Street Bank and Trust Company, a
Massachusetts banking corporation, as trustee (the "Trustee").
The Company, the Original Guarantors and the Trustee are parties
to that certain Indenture dated as of November 15, 1992 (the "Indenture"). All
capitalized terms used in this Supplemental Indenture and not otherwise defined
shall have the meanings as defined in the Indenture.
Section 10.06 of the Indenture provides that in the event any
Guarantor (including the Original Guarantors) shall no longer be a guarantor of
any Funded Indebtedness of the Company other than the Securities, and so long
as no Default or Event of Default shall have occurred or be continuing, such
Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be
deemed to be released from all of its obligations under the Indenture and the
Guarantee of such Guarantor shall be of no further force or effect.
The Indenture further provides that following the receipt by the
Trustee of any such notice, the Company shall cause the Indenture to be amended
pursuant to the terms of Section 9.01 of the Indenture to reflect the release
of each Guarantor specified in such notice from its Guarantee.
By letter dated November 7, 1995, the Company and the Original
Guarantors gave notice to the Trustee that no Original Guarantor guaranteed any
Funded Indebtedness of the Company other than the Securities and that no
Default or Event of Default has occurred or is continuing.
NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties to this
Supplemental Indenture hereby agree as follows:
1. Effective November 7, 1995, and notwithstanding anything
contained in the Indenture to the contrary, each Original Guarantor is hereby
released from such Original Guarantor's obligations under the Indenture and
such Original Guarantor's Guarantee is hereby terminated and is of no further
force or effect.
2. The Indenture is in all respects acknowledged, ratified
and confirmed by the Company and shall continue in full force and effect with
respect to the Company in accordance with the terms thereof, as supplemented by
this Supplemental Indenture. The Indenture and this Supplemental Indenture
shall be read, taken and construed as one and the same instrument.
<PAGE> 2
3. Simultaneously with and as a condition to the execution of
this Supplemental Indenture, (a) the Company is delivering to the Trustee (i) a
resolution of the Board of Directors of the Company authorizing the execution
of this Supplemental Indenture, and (ii) an opinion of counsel of the Company
in the form attached hereto as Exhibit A, and (b) each Original Guarantor is
delivering to the Trustee a resolution of the Board of Directions of such
Original Guarantor authorizing the execution of this Supplemental Indenture by
such Original Guarantor.
4. This Supplemental Indenture shall be governed by and
constructed in accordance with laws of the State of New York, without regard to
principles of conflicts of law.
5. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and delivered as of the day and year
first above written.
COMPANY:
-------
Union Texas Petroleum Holdings, Inc.
By: /s/ M. N. MARKOWITZ
--------------------------------
M.N. Markowitz
Vice President and Treasurer
TRUSTEE:
-------
State Street Bank and Trust Company,
as Trustee
By: /s/ GARY DOUGHERTY
------------------------------
Name: Gary Dougherty
------------------------------
Title: Assistant Vice President
------------------------------
GUARANTORS:
----------
Union Texas East Kalimantan Limited
By: /s/ M. N. MARKOWITZ
------------------------------
M.N. Markowitz
Vice President and Treasurer
<PAGE> 3
Union Texas Petroleum Energy Corporation
By: /s/ M. N. MARKOWITZ
-------------------------------
M.N. Markowitz
Vice President and Treasurer
Union Texas International Corporation
By: /s/ M. N. MARKOWITZ
-------------------------------
M.N. Markowitz
Vice President and Treasurer
Union Texas Products Corporation
By: /s/ M. N. MARKOWITZ
-------------------------------
M.N. Markowitz
Vice President and Treasurer
Unistar, Inc.
By: /s/ M. N. MARKOWITZ
-------------------------------
M.N. Markowitz
Vice President and Treasurer
<PAGE> 4
The form of opinion contained in Exhibit A to the Supplemental Indenture is
omitted herein, but will be provided upon request.
<PAGE> 1
EXHIBIT 4.2
SUPPLEMENTAL INDENTURE
Supplemental Indenture, dated as of November 7, 1995 (the
"Supplemental Indenture"), among Union Texas Petroleum Holdings, Inc., a
Delaware corporation (the "Company"), the Guarantors party hereto (collectively
the "Original Guarantors"), and The First National Bank of Chicago, a national
banking association, as trustee (the "Trustee").
The Company, the Original Guarantors and the Trustee are parties
to that certain Indenture dated as of March 15, 1995 (the "Indenture"). All
capitalized terms used in this Supplemental Indenture and not otherwise defined
shall have the meanings as defined in the Indenture.
Section 406 of the Indenture provides that in the event any
Guarantor (including the Original Guarantors) shall no longer be a guarantor of
any Funded Indebtedness of the Company other than the Guaranteed Securities,
and so long as no default or Event of Default shall have occurred or be
continuing, such Guarantor, upon giving notice to the Trustee to the foregoing
effect, shall be deemed to be released from all of its obligations under the
Indenture and the Guarantee of such Guarantor shall be of no further force or
effect.
The Indenture further provides that following the receipt by the
Trustee of any such notice, the Company shall cause the Indenture to be amended
pursuant to the terms of Section 1001 of the Indenture to reflect the release
of each Guarantor specified in such notice from its Guarantee.
By letter dated November 7, 1995, the Company and the Original
Guarantors gave notice to the Trustee that no Original Guarantor guaranteed any
Funded Indebtedness of the Company other than the Securities and that no
Default or Event of Default has occurred or is continuing.
NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties to this
Supplemental Indenture hereby agree as follows:
1. Effective November 7, 1995, and notwithstanding anything
contained in the Indenture to the contrary, each Original Guarantor is hereby
released from such Original Guarantor's obligations under the Indenture and
such Original Guarantor's Guarantee is hereby terminated and is of no further
force or effect.
2. The Indenture is in all respects acknowledged, ratified
and confirmed by the Company and shall continue in full force and effect with
respect to the Company in accordance with the terms thereof, as supplemented by
this Supplemental Indenture. The Indenture and this Supplemental Indenture
shall be read, taken and construed as one and the same instrument.
<PAGE> 2
3. Simultaneously with and as a condition to the execution of
this Supplemental Indenture, (a) the Company is delivering to the Trustee (i) a
resolution of the Board of Directors of the Company authorizing the execution
of this Supplemental Indenture, and (ii) an opinion of counsel of the Company
in the form attached hereto as Exhibit A, and (b) each Original Guarantor is
delivering to the Trustee a resolution of the Board of Directors of such
Original Guarantor authorizing the execution of this Supplemental Indenture by
such Original Guarantor.
4. This Supplemental Indenture shall be governed by and
constructed in accordance with laws of the State of New York, without regard to
principles of conflicts of law.
5. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and delivered as of the day and year
first above written.
COMPANY:
-------
Union Texas Petroleum Holdings, Inc.
By: /s/ M. N. MARKOWITZ
------------------------------
M.N. Markowitz
Vice President and Treasurer
TRUSTEE:
-------
The First National Bank of Chicago,
as Trustee
By: /s/ T. MARSHALL
-----------------------------
Name: T. Marshall
----------------------------
Title: Trust Officer
-----------------------------
GUARANTORS:
----------
Union Texas East Kalimantan Limited
By: /s/ M. N. MARKOWITZ
-----------------------------
M.N. Markowitz
Vice President and Treasurer
<PAGE> 3
Union Texas Petroleum Energy Corporation
By: /s/ M. N. MARKOWITZ
-----------------------------
M.N. Markowitz
Vice President and Treasurer
Union Texas International Corporation
By: /s/ M. N. MARKOWITZ
-----------------------------
M.N. Markowitz
Vice President and Treasurer
Union Texas Products Corporation
By: /s/ M. N. MARKOWITZ
-----------------------------
M.N. Markowitz
Vice President and Treasurer
Unistar, Inc.
By: /s/ M. N. MARKOWITZ
-----------------------------
M.N. Markowitz
Vice President and Treasurer
<PAGE> 4
The form of opinion contained in Exhibit A to the Supplemental Indenture is
omitted herein, but will be provided upon request.
<PAGE> 1
EXHIBIT 10.1
FIFTH AMENDMENT AGREEMENT
This Fifth Amendment Agreement dated as of November 3, 1995 (this
"Amendment") is by and among (i) Union Texas Petroleum Holdings, Inc., a
Delaware corporation ("Company"), (ii) the undersigned lenders ("Banks") which
are parties to the Amended and Restated Credit Agreement dated as of May 13,
1994, as amended by the First Amendment Agreement dated as of November 21,
1994, the Second Amendment Agreement dated as of January 31, 1995, the Third
Amendment Agreement dated as of April 24, 1995 and the Fourth Amendment
Agreement dated as of June 16, 1995 (as so amended, the "Agreement") among the
Company, the lenders party thereto, NationsBank of Texas, N.A., as agent
("Agent"), and the Co-Agents named therein, (iii) the Agent and (iv) the
Co-Agents. In consideration of the mutual covenants contained herein, the
Company, the Banks, the Co-Agents and the Agent agree as set forth herein.
1. Amendments to Credit Agreement. The Agreement is hereby
amended as follows:
1.1. Section 1.01. Section 1.01 of the Agreement is hereby
amended by (i) deleting the definitions of "Obligors", "Required Guarantors",
"Subsidiary Guarantors" and "Subsidiary Guaranty Agreement" and (ii) amending
the definitions of "ERISA Group" and "Financing Documents" to read as follows:
"ERISA Group" means the Company and all members of a
controlled group of corporations and all trades or businesses (whether
or not incorporated) under common control which, together with the
Company, are treated as a single employer under Section 414 of the
Internal Revenue Code.
"Financing Documents" means this Agreement and the Notes.
1.2. References to Obligors. Sections 2.05(c), 2.13 and
4.04(c) of the Agreement are hereby amended, on each occurrence thereof of the
phrase "any Obligor", by deleting such phrase and inserting in lieu thereof the
phrase "the Company". Sections 3.01(e) and 3.01(h) of the Agreement are hereby
amended, on each occurrence thereof of the phrase "the Obligors", by deleting
such phrase and inserting in lieu thereof the phrase "the Company". Section
4.01 of the Agreement is hereby amended by deleting the phrase "Each of the
Obligors" and inserting in lieu thereof the phrase "The Company". Section 4.02
of the Agreement is hereby amended, on each occurrence thereof of any of the
phrases "by each Obligor", "within such Obligor's corporate powers", "of such
Obligor" or "upon such Obligor", by deleting each such phrase and inserting in
lieu thereof the phrase "by the Company", "within the Company's corporate
powers", "of the Company" or "upon the Company", respectively.
1.3. Section 2.17(b). Section 2.17(b) of the Agreement is
hereby amended in its entirety to read as follows:
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(b) In addition, the Company agrees to pay any
present or future stamp or documentary taxes or any other excise or
property taxes, assessments, charges or similar levies which arise
from any payment made hereunder or under the Notes or from the
execution, delivery or registration of, or otherwise with respect to,
this Agreement or any of the Notes (hereinafter referred to as "Other
Taxes").
1.4. Section 3.01(c). Section 3.01(c) of the Agreement is
hereby deleted in its entirety and the phrase "INTENTIONALLY DELETED" is
inserted in lieu thereof.
1.5. Section 3.01(g). Section 3.01(g) of the Agreement is
hereby deleted in its entirety and the phrase "INTENTIONALLY DELETED" is
inserted in lieu thereof.
1.6. Section 4.03. Section 4.03 of the Agreement is hereby
amended in its entirety to read as follows:
SECTION 4.03. Binding Effect. This Agreement and
each of the Notes have been duly executed and delivered by the Company
and constitute legal, valid and binding agreements of the Company.
1.7. Section 4.08. Section 4.08 of the Agreement is hereby
amended in its entirety to read as follows:
SECTION 4.08. Subsidiaries. All Restricted Assets
are owned as of the date of this Agreement by the Company and the
Persons listed in Part B of Schedule II hereto or, in the case of
Restricted Assets sold since December 31, 1993, by Persons other than
Unrestricted Subsidiaries. Part A of Schedule II hereto contains a
true, complete and accurate list of all Unrestricted Subsidiaries, and
Part B of Schedule II hereto contains a true, complete and accurate
list of all Restricted Subsidiaries as of the date of this Agreement.
1.8. Section 5.10. Section 5.10 of the Agreement is hereby
amended in its entirety to read as follows:
SECTION 5.10. Addition of Guarantors. If any
Subsidiary of the Company Guarantees (i) Debt (other than Funded Debt)
of the Company having an aggregate outstanding balance less than
$25,000,000, and any Guarantee of such Debt has not been released or
terminated within 60 days of the date of the incurrence of such
obligation or (ii) Debt (other than Debt described in clause (i)
above) of the Company, then the Company shall (a) cause all Loans and
all other amounts payable at any time under any of the Financing
Documents, including, without limitation, interest which accrues
during a proceeding which occurs under the U.S. Bankruptcy Code or
which would otherwise accrue under
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<PAGE> 3
the terms of any of the Financing Documents, but for a proceeding
under the U.S. Bankruptcy Code, to be equally and ratably guaranteed
by such Subsidiary, (b) cause such Subsidiary to execute and deliver a
subsidiary guaranty agreement in form and substance satisfactory to
the Banks, and (c) deliver an opinion of counsel and officers'
certificate to the effect that such subsidiary guaranty agreement has
been duly authorized and executed by such Subsidiary and constitutes
the legal, valid, binding and enforceable obligation of such
Subsidiary, all in form and substance satisfactory to the Banks.
"Funded Debt" of any Person means at any date, all Debt (including,
without limitation, Debt incurred under any revolving credit, letter
of credit or working capital facility) of such Person that matures by
its terms, or that is renewable at the option of such Person to a date
more than one year after the date on which such Debt is originally
incurred.
1.9. Section 5.19. Section 5.19 of the Agreement is hereby
deleted in its entirety and the phrase "INTENTIONALLY DELETED" is inserted in
lieu thereof.
1.10. Section 5.20. Section 5.20 of the Agreement is hereby
amended in its entirety to read as follows:
SECTION 5.20. Conversion to Unrestricted Subsidiary.
The Company may convert a Restricted Subsidiary into an Unrestricted
Subsidiary by giving the Agent notice of such conversion at least 5
Domestic Business Days prior to such conversion; provided that (i) no
Restricted Subsidiary shall be so converted so long as it owns
directly or indirectly any interest in any Restricted Asset and (ii)
no such conversion shall be made if at the time of such notice or
after giving effect to such conversion, any Default would exist.
1.11. Section 6.01(c). Section 6.01(c) of the Agreement is
hereby amended in its entirety to read as follows:
(c) the Company or any Subsidiary shall
fail to observe or perform any covenant or agreement contained in this
Agreement (other than those covered by clause (a) or (b) above) for 30
days after written notice thereof has been given to the Company by the
Agent at the request of any Bank;
1.12. Section 6.01(d). Section 6.01(d) of the Agreement is
hereby amended in its entirety to read as follows:
(d) any representation, warranty,
certification or statement made by the Company or any Subsidiary in
this Agreement or made in any certificate, financial statement or
other document delivered pursuant to this Agreement shall prove to
have been incorrect in any material respect when made (or deemed
made);
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<PAGE> 4
1.13. Section 7.01. Section 7.01 of the Agreement is hereby
amended in its entirety to read as follows:
SECTION 7.01. Appointment and Authorization. Each
Bank irrevocably appoints and authorizes the Agent to take such action
as agent on its behalf and to exercise such powers under the Financing
Documents as are delegated to the Agent by the terms hereof or
thereof, together with all such powers as are reasonably incidental
thereto.
2. Return of Guaranty. The Banks hereby consent to the release
of the Subsidiary Guarantors from the Subsidiary Guaranty Agreement (defined
below), and hereby authorize and direct the Agent, on behalf of the Banks, to
execute and deliver a Release of Guaranty substantially in the form attached as
Exhibit A hereto and to deliver to the Company the Amended and Restated
Subsidiary Guaranty Agreement dated as of May 13, 1994, as amended by the First
Amendment to Amended and Restated Subsidiary Guaranty Agreement dated as of
November 21, 1994 and by the Second Amendment to Amended and Restated
Subsidiary Guaranty Agreement dated as of April 24, 1995 (as so amended, the
"Subsidiary Guaranty Agreement") executed by Union Texas Petroleum Energy
Corporation, Union Texas Products Corporation, Union Texas East Kalimantan
Limited, Union Texas International Corporation, Unistar, Inc. and the Agent.
Upon such delivery the Subsidiary Guaranty Agreement shall be deemed released.
3. Effectiveness. The effectiveness of this Amendment is subject
to the receipt by the Agent of counterparts of this Amendment signed by the
Company, the Banks, the Agent and the Co-Agents (or, in the case of any party
as to which an executed counterpart shall not have been received, receipt by
the Agent in form satisfactory to it of telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party).
4. Miscellaneous.
4.1. Amendments, Etc. No amendment or waiver of any
provision of this Amendment, nor consent to any departure by the Company
therefrom, shall in any event be effective unless effected in accordance with
Section 9.05 of the Agreement.
4.2. Governing Law. This Amendment and the Agreement as
amended hereby shall be construed in accordance with and governed by the laws
of the State of Texas.
4.3. Preservation. Except as specifically modified by the
terms of this Amendment, all of the terms, provisions, covenants, warranties
and agreements contained in the Agreement (including, without limitation,
exhibits thereto) or any other Financing Document remain in full force and
effect. Undefined capitalized terms used herein are used herein as defined in
the Agreement as amended hereby.
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<PAGE> 5
4.4. Execution in Counterparts. This Amendment may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
4.5. Representations and Warranties. The Company hereby
represents and warrants to the Banks, the Co- Agents and the Agent that (i) the
representations and warranties contained in Article IV of the Agreement (other
than the representations and warranties contained in Sections 4.04(a) and
4.04(c) thereof) are correct on and as of the date hereof as though made on and
as of the date hereof, with this Amendment and the Agreement as amended hereby,
constituting "Financing Documents" for purposes thereof, and (ii) no event has
occurred and is continuing which constitutes a Default or an Event of Default.
4.6. Default. Without limiting any other event which may
constitute an Event of Default, in the event that any representation or
warranty set forth herein shall be incorrect or misleading in any material
respect when made, such event shall constitute an "Event of Default" under the
Agreement, as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
UNION TEXAS PETROLEUM HOLDINGS, INC.
By: /s/ M.N. MARKOWITZ
-----------------------------------
M.N. Markowitz
Vice President and Treasurer
BANKS:
NATIONSBANK OF TEXAS, N.A. BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ PAUL A. SQUIRES
----------------------------------- By: /s/ LAURA B. SHEPARD
Paul A. Squires -----------------------------------
Senior Vice President Authorized Officer
Laura B. Shepard
Vice President
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<PAGE> 6
UNION BANK OF SWITZERLAND, MELLON BANK, N.A.
HOUSTON AGENCY
By: /s/ [Illegible]
By: /s/ E. SWANN -----------------------------------
----------------------------------- Authorized Officer
Authorized Officer
MORGAN GUARANTY TRUST
By: /s/ [Illegible] COMPANY OF NEW YORK
-----------------------------------
Authorized Officer
By: /s/ VERNON M. FORD, JR.
-----------------------------------
THE BANK OF NOVA SCOTIA Authorized Officer
By: /s/ M. D. SMITH BANQUE NATIONALE DE PARIS,
----------------------------------- HOUSTON AGENCY
Authorized Officer
M. D. Smith
Agent Operations By: /s/ [Illegible]
-----------------------------------
Authorized Officer
CHEMICAL BANK
By: /s/ [Illegible] LTCB TRUST COMPANY
-----------------------------------
Authorized Officer
By: /s/ [Illegible]
-----------------------------------
CREDIT LYONNAIS CAYMAN Authorized Officer
ISLAND BRANCH
SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ XAVIER RATOUIS
-----------------------------------
Authorized Officer By: /s/ [Illegible]
Xavier Ratouis -----------------------------------
Authorized Officer
THE FIRST NATIONAL BANK OF CHICAGO
THE BANK OF TOKYO, LTD.,
DALLAS AGENCY
By: /s/ DANIEL B. CATLIN
-----------------------------------
Authorized Officer By: /s/ J. McINTYRE
Daniel B. Catlin -----------------------------------
Vice President Authorized Officer
J. McIntyre
Vice President
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<PAGE> 7
BANQUE PARIBAS, HOUSTON AGENCY THE MITSUBISHI TRUST &
BANKING CORPORATION
By: /s/ [Illegible]
----------------------------------- By: /s/ [Illegible]
Authorized Officer -----------------------------------
Authorized Officer
By: /s/ [Illegible]
----------------------------------- NATIONAL WESTMINSTER BANK
Authorized Officer PLC (NEW YORK BRANCH)
CHRISTIANIA BANK By: /s/ [Illegible]
-----------------------------------
Authorized Officer
By: /s/ [Illegible]
-----------------------------------
Authorized Officer NATIONAL WESTMINSTER BANK
PLC (NASSAU BRANCH)
By: /s/ [Illegible]
----------------------------------- By: /s/ [Illegible]
Authorized Officer -----------------------------------
Authorized Officer
CITIBANK, N.A.
THE YASUDA TRUST AND BANKING
COMPANY, LIMITED, NEW YORK
By: /s/ AREZOO TAFARI BRANCH
-----------------------------------
Authorized Office
Arezoo Tafari By: /s/ GERALD T. GILL
Assistant Vice President -----------------------------------
Authorized Officer
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES
BANK OF TAIWAN
By: /s/ B. CRAIG ERICKSON
-----------------------------------
Authorized Officer By: /s/ [Illegible]
B. Craig Erickson VP -----------------------------------
Authorized Officer
By: /s/ J. MICHAEL LEFFLER
-----------------------------------
Authorized Officer
J. Michael Leffler
Senior Vice President
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<PAGE> 8
BANQUE FRANCAISE DU BANK OF AMERICA NATIONAL TRUST AND
COMMERCE EXTERIEUR SAVINGS ASSOCIATION, as Co-Agent
By: /s/ IAIN A. WHYTE By: /s/ LAURA B. SHEPARD
----------------------------------- -----------------------------------
Authorized Officer Authorized Officer
Iain A. Whyte Laura B. Shepard
Assistant Vice President Vice President
By: /s/ MARK A. HARRINGTON UNION BANK OF SWITZERLAND,
----------------------------------- HOUSTON AGENCY, as Co-Agent
Authorized Officer
Mark A. Harrington
Vice President & Regional Manager
By: /s/ E. SWANN
DEN NORSKE BANK AS -----------------------------------
Authorized Officer
By: /s/ [ILLEGIBLE]
----------------------------------- By: /s/ [ILLEGIBLE]
Authorized Officer -----------------------------------
Authorized Officer
By: /s/ [ILLEGIBLE]
-----------------------------------
Authorized Officer
FIRST INTERSTATE BANK OF TEXAS, N.A.
By: /s/ [ILLEGIBLE]
-----------------------------------
Authorized Officer
NATIONSBANK OF TEXAS, N.A., as Agent
By: /s/ PAUL A. SQUIRES
-----------------------------------
Paul A. Squires
Senior Vice President
-8-
<PAGE> 9
EXHIBIT A
RELEASE OF GUARANTY
This Release of Guaranty dated as of November 3, 1995 (this "Release")
is among Union Texas Petroleum Energy Corporation, Union Texas Products
Corporation, Union Texas East Kalimantan Limited, Union Texas International
Corporation, Unistar, Inc. (collectively, the "Subsidiary Guarantors"), Union
Texas Petroleum Holdings, Inc. (the "Company"), and NationsBank of Texas, N.A.,
as agent (the "Agent") for the banks under the Amended and Restated Credit
Agreement dated as of May 13, 1994 (as amended through the date hereof, the
"Credit Agreement") among the Company, the lenders and Co-Agents party thereto
and the Agent.
PRELIMINARY STATEMENT
WHEREAS, the Subsidiary Guarantors have previously executed and
delivered the Amended and Restated Subsidiary Guaranty Agreement dated as of
May 13, 1994, as amended by the First Amendment to Amended and Restated
Subsidiary Guaranty Agreement dated as of November 21, 1994 and by the Second
Amendment to Amended and Restated Subsidiary Guaranty Agreement dated as of
April 24, 1995 (as so amended, the Subsidiary Guaranty Agreement") among the
Subsidiary Guarantors and the Agent;
WHEREAS, the Company has requested that the Subsidiary Guarantors be
released from their obligations under the Subsidiary Guaranty Agreement;
WHEREAS, Banks having at least 66 2/3% of the aggregate amount of the
Commitments (as defined in the Credit Agreement) have consented (in accordance
with clause (ii) of Section 3.03 of the Subsidiary Guaranty Agreement) to the
release of the Subsidiary Guarantors from their obligations under the
Subsidiary Guaranty Agreement and have authorized and directed the Agent to
take certain actions on behalf of the Banks pertaining to the Subsidiary
Guaranty Agreement in connection with the Fifth Amendment Agreement dated as of
November 3, 1995 among the Company, the Banks, the Co-Agents and the Agent;
NOW, THEREFORE, the parties hereto agree as follows:
RELEASE
A. Release of Obligations. The Agent, on behalf of the Agent and
the Banks, hereby releases each of the Subsidiary Guarantors party to the
Subsidiary Guaranty Agreement of its respective obligations under the
Subsidiary Guaranty Agreement.
<PAGE> 10
B. Termination of Guaranty. The Subsidiary Guarantors, the
Company and the Agent, on behalf of the Agent and the Banks, agree that the
Subsidiary Guaranty Agreement is hereby terminated.
C. Company's Acknowledgement and Confirmation. The Company
hereby acknowledges receipt of delivery of the Subsidiary Guaranty Agreement,
and confirms to the Agent and the Banks that none of the Company's obligations
under any Financing Document (as defined in the Credit Agreement), and none of
the Banks' or the Agent's rights and remedies under any Financing Document, are
released, impaired or affected by the termination of the Subsidiary Guaranty
Agreement and the release of the Subsidiary Guarantors from their respective
obligations thereunder.
D. Representation. The Subsidiary Guarantors and the Company
represent and warrant to the Agent and the Banks that each of the "Subsidiary
Guarantors" (as defined in the Subsidiary Guaranty Agreement) affected by this
Release has duly executed and delivered this Release.
E. Governing Law. This Release shall be governed by and
construed in accordance with the applicable laws of the State of Texas and the
United States of America.
F. Counterparts. This Release may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
counterpart, when so executed and delivered, shall be deemed to be an original
and all of which counterparts taken together shall constitute a single
instrument, with the same effect as if the signatures thereto and hereto were
upon the same Release.
IN WITNESS WHEREOF, the parties hereto, by their officers duly
authorized have executed this Release as of the date first written above.
NATIONSBANK OF TEXAS, N.A., UNION TEXAS PETROLEUM
as Agent HOLDINGS, INC.
By: By:
----------------------------------- -----------------------------------
Paul A. Squires M.N. Markowitz
Senior Vice President Vice President and Treasurer
-2-
<PAGE> 11
SUBSIDIARY GUARANTORS:
UNION TEXAS PETROLEUM UNISTAR, INC.
ENERGY CORPORATION
By:
-----------------------------------
By: M.N. Markowitz
----------------------------------- Vice President
M.N. Markowitz
Treasurer
UNION TEXAS PRODUCTS UNION TEXAS INTERNATIONAL
CORPORATION CORPORATION
By: By:
----------------------------------- -----------------------------------
M.N. Markowitz M.N. Markowitz
Treasurer Treasurer
UNION TEXAS EAST
KALIMANTAN LIMITED
By:
-----------------------------------
M.N. Markowitz
Treasurer
-3-
<PAGE> 1
EXHIBIT 10.2
SECOND AMENDMENT AGREEMENT
This Second Amendment Agreement dated as of November 3, 1995 (this
"Amendment") is by and among (i) Union Texas Petroleum Holdings, Inc., a
Delaware corporation ("Company"), (ii) the undersigned lenders ("Banks") which
are parties to the Credit Agreement dated as of April 24, 1995, as amended by
the First Amendment Agreement dated as of June 16, 1995 (as so amended, the
"Agreement") among the Company, the lenders party thereto, NationsBank of
Texas, N.A., as agent ("Agent"), and the Co-Agents named therein, (iii) the
Agent and (iv) the Co-Agents. In consideration of the mutual covenants
contained herein, the Company, the Banks, the Co-Agents and the Agent agree as
set forth herein.
1. Amendments to Credit Agreement. The Agreement is hereby
amended as follows:
1.1. Section 1.01. Section 1.01 of the Agreement is hereby
amended by (i) deleting the definitions of "Obligors", "Required Guarantors",
"Subsidiary Guarantors" and "Subsidiary Guaranty Agreement" and (ii) amending
the definitions of "ERISA Group" and "Financing Documents" to read as follows:
"ERISA Group" means the Company and all members of a
controlled group of corporations and all trades or businesses (whether
or not incorporated) under common control which, together with the
Company, are treated as a single employer under Section 414 of the
Internal Revenue Code.
"Financing Documents" means this Agreement and the Notes.
1.2. References to Obligors. Sections 2.05(c), 2.13 and
4.04(c) of the Agreement are hereby amended, on each occurrence thereof of the
phrase "any Obligor", by deleting such phrase and inserting in lieu thereof the
phrase "the Company". Sections 3.01(e) and 3.01(h) of the Agreement are hereby
amended, on each occurrence thereof of the phrase "the Obligors", by deleting
such phrase and inserting in lieu thereof the phrase "the Company". Section
4.01 of the Agreement is hereby amended by deleting the phrase "Each of the
Obligors" and inserting in lieu thereof the phrase "The Company". Section 4.02
of the Agreement is hereby amended, on each occurrence thereof of any of the
phrases "by each Obligor", "within such Obligor's corporate powers", "of such
Obligor" or "upon such Obligor", by deleting each such phrase and inserting in
lieu thereof the phrase "by the Company", "within the Company's corporate
powers", "of the Company" or "upon the Company", respectively.
1.3. Section 2.17(b). Section 2.17(b) of the Agreement is
hereby amended in its entirety to read as follows:
<PAGE> 2
(b) In addition, the Company agrees to pay any
present or future stamp or documentary taxes or any other excise or
property taxes, assessments, charges or similar levies which arise
from any payment made hereunder or under the Notes or from the
execution, delivery or registration of, or otherwise with respect to,
this Agreement or any of the Notes (hereinafter referred to as "Other
Taxes").
1.4. Section 3.01(c). Section 3.01(c) of the Agreement is
hereby deleted in its entirety and the phrase "INTENTIONALLY DELETED" is
inserted in lieu thereof.
1.5. Section 3.01(g). Section 3.01(g) of the Agreement is
hereby deleted in its entirety and the phrase "INTENTIONALLY DELETED" is
inserted in lieu thereof.
1.6. Section 4.03. Section 4.03 of the Agreement is hereby
amended in its entirety to read as follows:
SECTION 4.03. Binding Effect. This Agreement and
each of the Notes have been duly executed and delivered by the Company
and constitute legal, valid and binding agreements of the Company.
1.7. Section 4.08. Section 4.08 of the Agreement is hereby
amended in its entirety to read as follows:
SECTION 4.08. Subsidiaries. All Restricted Assets
are owned as of the date of this Agreement by the Company and the
Persons listed in Part B of Schedule II hereto or, in the case of
Restricted Assets sold since December 31, 1993, by Persons other than
Unrestricted Subsidiaries. Part A of Schedule II hereto contains a
true, complete and accurate list of all Unrestricted Subsidiaries, and
Part B of Schedule II hereto contains a true, complete and accurate
list of all Restricted Subsidiaries as of the date of this Agreement.
1.8. Section 5.10. Section 5.10 of the Agreement is hereby
amended in its entirety to read as follows:
SECTION 5.10. Addition of Guarantors. If any
Subsidiary of the Company Guarantees (i) Debt (other than Funded Debt)
of the Company having an aggregate outstanding balance less than
$25,000,000, and any Guarantee of such Debt has not been released or
terminated within 60 days of the date of the incurrence of such
obligation or (ii) Debt (other than Debt described in clause (i)
above) of the Company, then the Company shall (a) cause all Loans and
all other amounts payable at any time under any of the Financing
Documents, including, without limitation, interest which accrues
during a proceeding which occurs under the U.S. Bankruptcy Code or
which would otherwise accrue under
-2-
<PAGE> 3
the terms of any of the Financing Documents, but for a proceeding
under the U.S. Bankruptcy Code, to be equally and ratably guaranteed
by such Subsidiary, (b) cause such Subsidiary to execute and deliver a
subsidiary guaranty agreement in form and substance satisfactory to
the Banks, and (c) deliver an opinion of counsel and officers'
certificate to the effect that such subsidiary guaranty agreement has
been duly authorized and executed by such Subsidiary and constitutes
the legal, valid, binding and enforceable obligation of such
Subsidiary, all in form and substance satisfactory to the Banks.
"Funded Debt" of any Person means at any date, all Debt (including,
without limitation, Debt incurred under any revolving credit, letter
of credit or working capital facility) of such Person that matures by
its terms, or that is renewable at the option of such Person to a date
more than one year after the date on which such Debt is originally
incurred.
1.9. Section 5.19. Section 5.19 of the Agreement is hereby
deleted in its entirety and the phrase "INTENTIONALLY DELETED" is inserted in
lieu thereof.
1.10. Section 5.20. Section 5.20 of the Agreement is hereby
amended in its entirety to read as follows:
SECTION 5.20. Conversion to Unrestricted Subsidiary.
The Company may convert a Restricted Subsidiary into an Unrestricted
Subsidiary by giving the Agent notice of such conversion at least 5
Domestic Business Days prior to such conversion; provided that (i) no
Restricted Subsidiary shall be so converted so long as it owns
directly or indirectly any interest in any Restricted Asset and (ii)
no such conversion shall be made if at the time of such notice or
after giving effect to such conversion, any Default would exist.
1.11. Section 6.01(c). Section 6.01(c) of the Agreement is
hereby amended in its entirety to read as follows:
(c) the Company or any Subsidiary shall
fail to observe or perform any covenant or agreement contained in this
Agreement (other than those covered by clause (a) or (b) above) for 30
days after written notice thereof has been given to the Company by the
Agent at the request of any Bank;
1.12. Section 6.01(d). Section 6.01(d) of the Agreement is
hereby amended in its entirety to read as follows:
(d) any representation, warranty,
certification or statement made by the Company or any Subsidiary in
this Agreement or made in any certificate, financial statement or
other document delivered pursuant to this Agreement shall prove to
have been incorrect in any material respect when made (or deemed
made);
-3-
<PAGE> 4
1.13. Section 7.01. Section 7.01 of the Agreement is hereby
amended in its entirety to read as follows:
SECTION 7.01. Appointment and Authorization. Each
Bank irrevocably appoints and authorizes the Agent to take such action
as agent on its behalf and to exercise such powers under the Financing
Documents as are delegated to the Agent by the terms hereof or
thereof, together with all such powers as are reasonably incidental
thereto.
2. Return of Guaranty. The Banks hereby consent to the release
of the Subsidiary Guarantors from the Subsidiary Guaranty Agreement (defined
below), and hereby authorize and direct the Agent, on behalf of the Banks, to
execute and deliver a Release of Guaranty substantially in the form attached as
Exhibit A hereto and to deliver to the Company the Subsidiary Guaranty
Agreement dated as of April 24, 1995 (the "Subsidiary Guaranty Agreement")
executed by Union Texas Petroleum Energy Corporation, Union Texas Products
Corporation, Union Texas East Kalimantan Limited, Union Texas International
Corporation, Unistar, Inc. and the Agent. Upon such delivery the Subsidiary
Guaranty Agreement shall be deemed released.
3. Effectiveness. The effectiveness of this Amendment is subject
to the receipt by the Agent of counterparts of this Amendment signed by the
Company, the Banks, the Agent and the Co-Agents (or, in the case of any party
as to which an executed counterpart shall not have been received, receipt by
the Agent in form satisfactory to it of telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party).
4. Miscellaneous.
4.1. Amendments, Etc. No amendment or waiver of any
provision of this Amendment, nor consent to any departure by the Company
therefrom, shall in any event be effective unless effected in accordance with
Section 9.05 of the Agreement.
4.2. Governing Law. This Amendment and the Agreement as
amended hereby shall be construed in accordance with and governed by the laws
of the State of Texas.
4.3. Preservation. Except as specifically modified by the
terms of this Amendment, all of the terms, provisions, covenants, warranties
and agreements contained in the Agreement (including, without limitation,
exhibits thereto) or any other Financing Document remain in full force and
effect. Undefined capitalized terms used herein are used herein as defined in
the Agreement as amended hereby.
4.4. Execution in Counterparts. This Amendment may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an
-4-
<PAGE> 5
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.
4.5. Representations and Warranties. The Company hereby
represents and warrants to the Banks, the Co-Agents and the Agent that (i) the
representations and warranties contained in Article IV of the Agreement (other
than the representations and warranties contained in Sections 4.04(a) and
4.04(c) thereof) are correct on and as of the date hereof as though made on and
as of the date hereof, with this Amendment and the Agreement as amended hereby,
constituting "Financing Documents" for purposes thereof, and (ii) no event has
occurred and is continuing which constitutes a Default or an Event of Default.
4.6. Default. Without limiting any other event which may
constitute an Event of Default, in the event that any representation or
warranty set forth herein shall be incorrect or misleading in any material
respect when made, such event shall constitute an "Event of Default" under the
Agreement, as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
UNION TEXAS PETROLEUM HOLDINGS, INC.
By: /s/ M.N. MARKOWITZ
-----------------------------------
M.N. Markowitz
Vice President and Treasurer
BANKS:
NATIONSBANK OF TEXAS, N.A. BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ PAUL A. SQUIRES
----------------------------------- By: /s/ LAURA B. SHEPARD
Paul A. Squires -----------------------------------
Senior Vice President Authorized Officer
Laura Shepard
Vice President
-5-
<PAGE> 6
UNION BANK OF SWITZERLAND, MELLON BANK, N.A.
HOUSTON AGENCY
By: /s/ [ILLEGIBLE]
By: /s/ E. SWANN -----------------------------------
----------------------------------- Authorized Officer
Authorized Officer
MORGAN GUARANTY TRUST
By: COMPANY OF NEW YORK
-----------------------------------
Authorized Officer
By: /s/ VERNON M. FORD, JR.
-----------------------------------
THE BANK OF NOVA SCOTIA Authorized Officer
By: /s/ M.D. SMITH BANQUE NATIONALE DE PARIS,
----------------------------------- HOUSTON AGENCY
Authorized Officer
M.D. Smith
Agent Operations
By: /s/ [ILLEGIBLE]
CHEMICAL BANK -----------------------------------
Authorized Officer
By: /s/ [ILLEGIBLE]
----------------------------------- LTCB TRUST COMPANY
Authorized Officer
By: /s/ [ILLEGIBLE]
CREDIT LYONNAIS CAYMAN -----------------------------------
ISLAND BRANCH Authorized Officer
By: /s/ XAVIER RATOUIS SOCIETE GENERALE, SOUTHWEST AGENCY
-----------------------------------
Authorized Officer
Xavier Ratouis
Authorized Signature
By: /s/ [ILLEGIBLE]
-----------------------------------
THE FIRST NATIONAL BANK OF CHICAGO Authorized Officer
By: /s/ DANIEL B. CATLIN THE BANK OF TOKYO, LTD.,
----------------------------------- DALLAS AGENCY
Authorized Officer
Daniel B. Catlin
Vice President
By: /s/ J. MCINTYRE
-----------------------------------
Authorized Officer
J. McIntyre
Vice President
-6-
<PAGE> 7
BANQUE PARIBAS, HOUSTON AGENCY THE MITSUBISHI TRUST &
BANKING CORPORATION
By: /s/ [ILLEGIBLE]
----------------------------------- By: /s/ [ILLEGIBLE]
Authorized Officer -----------------------------------
Authorized Officer
By: /s/ [ILLEGIBLE]
----------------------------------- NATIONAL WESTMINSTER BANK
Authorized Officer PLC (NEW YORK BRANCH)
CHRISTIANIA BANK By: /s/ [ILLEGIBLE]
-----------------------------------
Authorized Officer
By: /s/ [ILLEGIBLE]
-----------------------------------
Authorized Officer NATIONAL WESTMINSTER BANK
PLC (NASSAU BRANCH)
By: /s/ [ILLEGIBLE]
----------------------------------- By: /s/ [ILLEGIBLE]
Authorized Officer -----------------------------------
Authorized Officer
CITIBANK, N.A.
THE YASUDA TRUST AND BANKING
COMPANY, LIMITED, NEW YORK
By: /s/ AREZOO JAFARI BRANCH
-----------------------------------
Authorized Office
Arezoo Jafari By: /s/ GERALD T. GILL
Assistant Vice President -----------------------------------
Authorized Officer
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES
BANK OF TAIWAN
By: /s/ B. CRAIG ERICKSON
-----------------------------------
Authorized Officer By: /s/ [ILLEGIBLE]
B. Craig Erickson, VP -----------------------------------
Authorized Officer
By: /s/ J. MICHAEL LEFFLER
-----------------------------------
Authorized Officer
J. Michael Leffler
-7-
<PAGE> 8
BANQUE FRANCAISE DU NATIONSBANK OF TEXAS, N.A., as Agent
COMMERCE EXTERIEUR
By: /s/ Paul A. Squires
By: /s/ Iain A. Whyte -----------------------------------
---------------------------------- Paul A. Squires
Authorized Officer Senior Vice President
Iain A. Whyte
Assistant Vice President
By: /s/ Mark A. Harrington BANK OF AMERICA NATIONAL TRUST AND
---------------------------------- SAVINGS ASSOCIATION, as Co-Agent
Authorized Officer
Mark A. Harrington
Vice President & Regional
Manager
By: /s/ Laura B. Shepard
DEN NORSKE BANK AS -----------------------------------
Authorized Officer
Laura B. Shepard
Vice President
By: /s/ [Illegible]
---------------------------------- UNION BANK OF SWITZERLAND,
Authorized Officer HOUSTON AGENCY, as Co-Agent
By: /s/ [Illegible] By: /s/ E. Swann
---------------------------------- -----------------------------------
Authorized Officer Authorized Officer
FIRST INTERSTATE BANK OF TEXAS, N.A. By: /s/ [Illegible]
-----------------------------------
Authorized Officer
By: /s/ [Illegible]
----------------------------------
Authorized Officer
-8-
<PAGE> 9
EXHIBIT A
RELEASE OF GUARANTY
This Release of Guaranty dated as of November 3, 1995 (this "Release")
is among Union Texas Petroleum Energy Corporation, Union Texas Products
Corporation, Union Texas East Kalimantan Limited, Union Texas International
Corporation, Unistar, Inc. (collectively, the "Subsidiary Guarantors"), Union
Texas Petroleum Holdings, Inc. (the "Company"), and NationsBank of Texas, N.A.,
as agent (the "Agent") for the banks under the Credit Agreement dated as of
April 24, 1995 (as amended through the date hereof, the "Credit Agreement")
among the Company, the lenders and Co-Agents party thereto and the Agent.
PRELIMINARY STATEMENT
WHEREAS, the Subsidiary Guarantors have previously executed and
delivered the Subsidiary Guaranty Agreement dated as of April 24, 1995 (the
Subsidiary Guaranty Agreement") among the Subsidiary Guarantors and the Agent;
WHEREAS, the Company has requested that the Subsidiary Guarantors be
released from their obligations under the Subsidiary Guaranty Agreement;
WHEREAS, Banks having at least 66 2/3% of the aggregate amount of the
Commitments (as defined in the Credit Agreement) have consented (in accordance
with clause (ii) of Section 3.03 of the Subsidiary Guaranty Agreement) to the
release of the Subsidiary Guarantors from their obligations under the
Subsidiary Guaranty Agreement and have authorized and directed the Agent to
take certain actions on behalf of the Banks pertaining to the Subsidiary
Guaranty Agreement in connection with the Second Amendment Agreement dated as
of November 3, 1995 among the Company, the Banks, the Co-Agents and the Agent;
NOW, THEREFORE, the parties hereto agree as follows:
RELEASE
A. Release of Obligations. The Agent, on behalf of the Agent and
the Banks, hereby releases each of the Subsidiary Guarantors party to the
Subsidiary Guaranty Agreement of its respective obligations under the
Subsidiary Guaranty Agreement.
B. Termination of Guaranty. The Subsidiary Guarantors, the
Company and the Agent, on behalf of the Agent and the Banks, agree that the
Subsidiary Guaranty Agreement is hereby terminated.
<PAGE> 10
C. Company's Acknowledgement and Confirmation. The Company
hereby acknowledges receipt of delivery of the Subsidiary Guaranty Agreement,
and confirms to the Agent and the Banks that none of the Company's obligations
under any Financing Document (as defined in the Credit Agreement), and none of
the Banks' or the Agent's rights and remedies under any Financing Document, are
released, impaired or affected by the termination of the Subsidiary Guaranty
Agreement and the release of the Subsidiary Guarantors from their respective
obligations thereunder.
D. Representation. The Subsidiary Guarantors and the Company
represent and warrant to the Agent and the Banks that each of the "Subsidiary
Guarantors" (as defined in the Subsidiary Guaranty Agreement) affected by this
Release has duly executed and delivered this Release.
E. Governing Law. This Release shall be governed by and
construed in accordance with the applicable laws of the State of Texas and the
United States of America.
F. Counterparts. This Release may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
counterpart, when so executed and delivered, shall be deemed to be an original
and all of which counterparts taken together shall constitute a single
instrument, with the same effect as if the signatures thereto and hereto were
upon the same Release.
IN WITNESS WHEREOF, the parties hereto, by their officers duly
authorized have executed this Release as of the date first written above.
NATIONSBANK OF TEXAS, N.A., UNION TEXAS PETROLEUM
as Agent HOLDINGS, INC.
By: By:
----------------------------------- -----------------------------------
Paul A. Squires M.N. Markowitz
Senior Vice President Vice President and Treasurer
SUBSIDIARY GUARANTORS:
UNION TEXAS PETROLEUM UNION TEXAS PRODUCTS
ENERGY CORPORATION CORPORATION
By: By:
----------------------------------- -----------------------------------
M.N. Markowitz M.N. Markowitz
Treasurer Treasurer
-2-
<PAGE> 11
UNION TEXAS EAST UNION TEXAS INTERNATIONAL
KALIMANTAN LIMITED CORPORATION
By: By:
----------------------------------- -----------------------------------
M.N. Markowitz M.N. Markowitz
Treasurer Treasurer
UNISTAR, INC.
By:
-----------------------------------
M.N. Markowitz
Vice President
-3-
<PAGE> 1
EXHIBIT 10.3
FIRST AMENDMENT AGREEMENT
This First Amendment Agreement dated as of November 3, 1995 (this
"Amendment") is by and among (i) Union Texas Petroleum Holdings, Inc., a
Delaware corporation ("Company"), (ii) the undersigned lenders ("Banks") which
are parties to the Credit Agreement dated as of June 30, 1995 (the "Agreement")
among the Company, the lenders party thereto, NationsBank of Texas, N.A., as
agent ("Agent"), and the Co-Agents named therein, (iii) the Agent and (iv) the
Co-Agents. In consideration of the mutual covenants contained herein, the
Company, the Banks, the Co-Agents and the Agent agree as set forth herein.
1. Amendments to Credit Agreement. The Agreement is hereby
amended as follows:
1.1. Section 1.01. Section 1.01 of the Agreement is hereby
amended by (i) deleting the definitions of "Obligors", "Required Guarantors",
"Subsidiary Guarantors" and "Subsidiary Guaranty Agreement" and (ii) amending
the definitions of "ERISA Group" and "Financing Documents" to read as follows:
"ERISA Group" means the Company and all members of a
controlled group of corporations and all trades or businesses (whether
or not incorporated) under common control which, together with the
Company, are treated as a single employer under Section 414 of the
Internal Revenue Code.
"Financing Documents" means this Agreement and the Notes.
1.2. References to Obligors. Sections 2.05(c), 2.13 and
4.04(c) of the Agreement are hereby amended, on each occurrence thereof of the
phrase "any Obligor", by deleting such phrase and inserting in lieu thereof the
phrase "the Company". Sections 3.01(e) and 3.01(g) of the Agreement are hereby
amended, on each occurrence thereof of the phrase "the Obligors", by deleting
such phrase and inserting in lieu thereof the phrase "the Company". Section
4.01 of the Agreement is hereby amended by deleting the phrase "Each of the
Obligors" and inserting in lieu thereof the phrase "The Company". Section 4.02
of the Agreement is hereby amended, on each occurrence thereof of any of the
phrases "by each Obligor", "within such Obligor's corporate powers", "of such
Obligor" or "upon such Obligor", by deleting each such phrase and inserting in
lieu thereof the phrase "by the Company", "within the Company's corporate
powers", "of the Company" or "upon the Company", respectively.
1.3. Section 2.17(b). Section 2.17(b) of the Agreement is
hereby amended in its entirety to read as follows:
(b) In addition, the Company agrees to pay any
present or future stamp or documentary taxes or any other excise or
property taxes,
<PAGE> 2
assessments, charges or similar levies which arise from any payment
made hereunder or under the Notes or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement or any
of the Notes (hereinafter referred to as "Other Taxes").
1.4. Section 3.01(c). Section 3.01(c) of the Agreement is
hereby deleted in its entirety and the phrase "INTENTIONALLY DELETED" is
inserted in lieu thereof.
1.5. Section 4.03. Section 4.03 of the Agreement is hereby
amended in its entirety to read as follows:
SECTION 4.03. Binding Effect. This Agreement and
each of the Notes have been duly executed and delivered by the Company
and constitute legal, valid and binding agreements of the Company.
1.6. Section 4.08. Section 4.08 of the Agreement is hereby
amended in its entirety to read as follows:
SECTION 4.08. Subsidiaries. All Restricted Assets
are owned as of the date of this Agreement by the Company and the
Persons listed in Part B of Schedule II hereto or, in the case of
Restricted Assets sold since December 31, 1993, by Persons other than
Unrestricted Subsidiaries. Part A of Schedule II hereto contains a
true, complete and accurate list of all Unrestricted Subsidiaries, and
Part B of Schedule II hereto contains a true, complete and accurate
list of all Restricted Subsidiaries as of the date of this Agreement.
1.7. Section 5.10. Section 5.10 of the Agreement is hereby
amended in its entirety to read as follows:
SECTION 5.10. Addition of Guarantors. If any
Subsidiary of the Company Guarantees (i) Debt (other than Funded Debt)
of the Company having an aggregate outstanding balance less than
$25,000,000, and any Guarantee of such Debt has not been released or
terminated within 60 days of the date of the incurrence of such
obligation or (ii) Debt (other than Debt described in clause (i)
above) of the Company, then the Company shall (a) cause all Loans and
all other amounts payable at any time under any of the Financing
Documents, including, without limitation, interest which accrues
during a proceeding which occurs under the U.S. Bankruptcy Code or
which would otherwise accrue under the terms of any of the Financing
Documents, but for a proceeding under the U.S. Bankruptcy Code, to be
equally and ratably guaranteed by such Subsidiary, (b) cause such
Subsidiary to execute and deliver a subsidiary guaranty agreement in
form and substance satisfactory to the Banks, and (c) deliver an
opinion of counsel and officers' certificate to the effect that such
subsidiary guaranty agreement has been duly authorized and executed by
such Subsidiary
-2-
<PAGE> 3
and constitutes the legal, valid, binding and enforceable obligation
of such Subsidiary, all in form and substance satisfactory to the
Banks. "Funded Debt" of any Person means at any date, all Debt
(including, without limitation, Debt incurred under any revolving
credit, letter of credit or working capital facility) of such Person
that matures by its terms, or that is renewable at the option of such
Person to a date more than one year after the date on which such Debt
is originally incurred.
1.8. Section 5.19. Section 5.19 of the Agreement is hereby
deleted in its entirety and the phrase "INTENTIONALLY DELETED" is inserted in
lieu thereof.
1.9. Section 5.20. Section 5.20 of the Agreement is hereby
amended in its entirety to read as follows:
SECTION 5.20. Conversion to Unrestricted Subsidiary.
The Company may convert a Restricted Subsidiary into an Unrestricted
Subsidiary by giving the Agent notice of such conversion at least 5
Domestic Business Days prior to such conversion; provided that (i) no
Restricted Subsidiary shall be so converted so long as it owns
directly or indirectly any interest in any Restricted Asset and (ii)
no such conversion shall be made if at the time of such notice or
after giving effect to such conversion, any Default would exist.
1.10. Section 6.01(c). Section 6.01(c) of the Agreement is
hereby amended in its entirety to read as follows:
(c) the Company or any Subsidiary shall
fail to observe or perform any covenant or agreement contained in this
Agreement (other than those covered by clause (a) or (b) above) for 30
days after written notice thereof has been given to the Company by the
Agent at the request of any Bank;
1.11. Section 6.01(d). Section 6.01(d) of the Agreement is
hereby amended in its entirety to read as follows:
(d) any representation, warranty,
certification or statement made by the Company or any Subsidiary in
this Agreement or made in any certificate, financial statement or
other document delivered pursuant to this Agreement shall prove to
have been incorrect in any material respect when made (or deemed
made);
1.12. Section 7.01. Section 7.01 of the Agreement is hereby
amended in its entirety to read as follows:
SECTION 7.01. Appointment and Authorization. Each
Bank irrevocably appoints and authorizes the Agent to take such action
as agent on its behalf and to exercise such powers under the Financing
Documents as are
-3-
<PAGE> 4
delegated to the Agent by the terms hereof or thereof, together with
all such powers as are reasonably incidental thereto.
2. Return of Guaranty. The Banks hereby consent to the release
of the Subsidiary Guarantors from the Subsidiary Guaranty Agreement (defined
below), and hereby authorize and direct the Agent, on behalf of the Banks, to
execute and deliver a Release of Guaranty substantially in the form attached as
Exhibit A hereto and to deliver to the Company the Subsidiary Guaranty
Agreement dated as of June 30, 1995 (the "Subsidiary Guaranty Agreement")
executed by Union Texas Petroleum Energy Corporation, Union Texas Products
Corporation, Union Texas East Kalimantan Limited, Union Texas International
Corporation, Unistar, Inc. and the Agent. Upon such delivery the Subsidiary
Guaranty Agreement shall be deemed released.
3. Effectiveness. The effectiveness of this Amendment is subject
to the receipt by the Agent of counterparts of this Amendment signed by the
Company, the Banks, the Agent and the Co-Agents (or, in the case of any party
as to which an executed counterpart shall not have been received, receipt by
the Agent in form satisfactory to it of telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party).
4. Miscellaneous.
4.1. Amendments, Etc. No amendment or waiver of any
provision of this Amendment, nor consent to any departure by the Company
therefrom, shall in any event be effective unless effected in accordance with
Section 9.05 of the Agreement.
4.2. Governing Law. This Amendment and the Agreement as
amended hereby shall be construed in accordance with and governed by the laws
of the State of Texas.
4.3. Preservation. Except as specifically modified by the
terms of this Amendment, all of the terms, provisions, covenants, warranties
and agreements contained in the Agreement (including, without limitation,
exhibits thereto) or any other Financing Document remain in full force and
effect. Undefined capitalized terms used herein are used herein as defined in
the Agreement as amended hereby.
4.4. Execution in Counterparts. This Amendment may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
4.5. Representations and Warranties. The Company hereby
represents and warrants to the Banks, the Co- Agents and the Agent that (i) the
representations and warranties contained in Article IV of the Agreement (other
than the representations and warranties contained in Sections 4.04(a) and
4.04(c) thereof) are correct on and as of
-4-
<PAGE> 5
the date hereof as though made on and as of the date hereof, with this
Amendment and the Agreement as amended hereby, constituting "Financing
Documents" for purposes thereof, and (ii) no event has occurred and is
continuing which constitutes a Default or an Event of Default.
4.6. Default. Without limiting any other event which may
constitute an Event of Default, in the event that any representation or
warranty set forth herein shall be incorrect or misleading in any material
respect when made, such event shall constitute an "Event of Default" under the
Agreement, as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
UNION TEXAS PETROLEUM HOLDINGS, INC.
By: /s/ M.N. Markowitz
--------------------------------
M.N. Markowitz
Vice President and Treasurer
BANKS:
NATIONSBANK OF TEXAS, N.A. UNION BANK OF SWITZERLAND,
HOUSTON AGENCY
By: /s/ Paul A. Squires
---------------------------
Paul A. Squires By: /s/ E. Swann
Senior Vice President --------------------------------
Authorized Officer
BANK OF AMERICA NATIONAL By: /s/ [Illegible]
TRUST AND SAVINGS ASSOCIATION --------------------------------
Authorized Officer
By: /s/ Laura B. Shepard NATIONSBANK OF TEXAS, N.A.,
--------------------------- as Agent
Authorized Officer
Laura B. Shepard
Vice President
By: /s/ Paul A. Squires
------------------------------
Paul A. Squires
Senior Vice President
-5-
<PAGE> 6
BANK OF AMERICA NATIONAL UNION BANK OF SWITZERLAND,
TRUST AND SAVINGS HOUSTON AGENCY, as Co-Agent
ASSOCIATION, as Co-Agent
By: /s/ Laura B. Shepard By: /s/ E. Swann
-------------------- --------------------
Authorized Officer Authorized Officer
Laura B. Shepard By: /s/ [Illegible]
-------------------- -------------------
Vice President Authorized Officer
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<PAGE> 7
EXHIBIT A
RELEASE OF GUARANTY
This Release of Guaranty dated as of November 3, 1995 (this "Release")
is among Union Texas Petroleum Energy Corporation, Union Texas Products
Corporation, Union Texas East Kalimantan Limited, Union Texas International
Corporation, Unistar, Inc. (collectively, the "Subsidiary Guarantors"), Union
Texas Petroleum Holdings, Inc. (the "Company"), and NationsBank of Texas, N.A.,
as agent (the "Agent") for the banks under the Credit Agreement dated as of
June 30, 1995 (the "Credit Agreement") among the Company, the lenders and
Co-Agents party thereto and the Agent.
PRELIMINARY STATEMENT
WHEREAS, the Subsidiary Guarantors have previously executed and
delivered the Subsidiary Guaranty Agreement dated as of June 30, 1995 (the
Subsidiary Guaranty Agreement") among the Subsidiary Guarantors and the Agent;
WHEREAS, the Company has requested that the Subsidiary Guarantors be
released from their obligations under the Subsidiary Guaranty Agreement;
WHEREAS, Banks having at least 66 2/3% of the aggregate amount of the
Commitments (as defined in the Credit Agreement) have consented (in accordance
with clause (ii) of Section 3.03 of the Subsidiary Guaranty Agreement) to the
release of the Subsidiary Guarantors from their obligations under the
Subsidiary Guaranty Agreement and have authorized and directed the Agent to
take certain actions pertaining to the Subsidiary Guaranty Agreement in
connection with the First Amendment Agreement dated as of November 3, 1995
among the Company, the Banks, the Co-Agents and the Agent;
NOW, THEREFORE, the parties hereto agree as follows:
RELEASE
A. Release of Obligations. The Agent, on behalf of the Agent and
the Banks, hereby releases each of the Subsidiary Guarantors party to the
Subsidiary Guaranty Agreement of its respective obligations under the
Subsidiary Guaranty Agreement.
B. Termination of Guaranty. The Subsidiary Guarantors, the
Company and the Agent, on behalf of the Agent and the Banks, agree that the
Subsidiary Guaranty Agreement is hereby terminated.
C. Company's Acknowledgement and Confirmation. The Company
hereby acknowledges receipt of delivery of the Subsidiary Guaranty Agreement,
and confirms
<PAGE> 8
to the Agent and the Banks that none of the Company's obligations under any
Financing Document (as defined in the Credit Agreement), and none of the Banks'
or the Agent's rights and remedies under any Financing Document, are released,
impaired or affected by the termination of the Subsidiary Guaranty Agreement
and the release of the Subsidiary Guarantors from their respective obligations
thereunder.
D. Representation. The Subsidiary Guarantors and the Company
represent and warrant to the Agent and the Banks that each of the "Subsidiary
Guarantors" (as defined in the Subsidiary Guaranty Agreement) affected by this
Release has duly executed and delivered this Release.
E. Governing Law. This Release shall be governed by and
construed in accordance with the applicable laws of the State of Texas and the
United States of America.
F. Counterparts. This Release may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
counterpart, when so executed and delivered, shall be deemed to be an original
and all of which counterparts taken together shall constitute a single
instrument, with the same effect as if the signatures thereto and hereto were
upon the same Release.
IN WITNESS WHEREOF, the parties hereto, by their officers duly
authorized have executed this Release as of the date first written above.
NATIONSBANK OF TEXAS, N.A., UNION TEXAS PETROLEUM
as Agent HOLDINGS, INC.
By: ___________________________ By: ______________________________
Paul A. Squires M.N. Markowitz
Senior Vice President Vice President and Treasurer
SUBSIDIARY GUARANTORS:
UNION TEXAS PETROLEUM UNION TEXAS PRODUCTS
ENERGY CORPORATION CORPORATION
By: ___________________________ By: ______________________________
M.N. Markowitz M.N. Markowitz
Treasurer Treasurer
-2-
<PAGE> 9
UNION TEXAS EAST UNION TEXAS INTERNATIONAL
KALIMANTAN LIMITED CORPORATION
By: ___________________________ By: ______________________________
M.N. Markowitz M.N. Markowitz
Treasurer Treasurer
UNISTAR, INC.
By: ___________________________
M.N. Markowitz
Vice President
-3-
<PAGE> 1
EXHIBIT 99.1
[UNION TEXAS PETROLEUM LETTERHEAD]
Contact: Carol L. Cox
(713) 968-2714
UNION TEXAS PETROLEUM ANNOUNCES THIRD QUARTER RESULTS
EARNINGS INCREASE FOR FIRST NINE MONTHS OF 1995
Houston, October 24, 1995 -- Union Texas Petroleum Holdings, Inc.
today announced 1995 third quarter earnings of 13 cents per share, compared to
17 cents per share in 1994's same period. Net income for 1995's third quarter
was $12 million, versus $15 million a year ago.
For the first nine months of 1995, the company's earnings were 89
cents per share, compared to 57 cents per share for the corresponding period in
1994. Net income for 1995's first nine months was $79 million, up from $50
million in 1994's same period.
THIRD QUARTER RESULTS
"During the third quarter of 1995, Union Texas had increased oil
volumes in the U.K. North Sea which reflected our July acquisition of an
interest in the North Sea's Alba oil field. Higher ethylene margins at our
petrochemical business in the United States had a positive impact on our 1995
third quarter results. Earnings were negatively affected by higher exploration
expenses, increased interest expense and lower liquefied natural gas (LNG)
sales volumes and prices in Indonesia," said Chairman and CEO Clark Johnson.
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<PAGE> 2
-2-
Union Texas' share of daily oil sales in the U.K. North Sea grew
from 36,000 barrels in 1994's third quarter to 47,000 barrels during 1995's
same period, primarily due to the company's Alba acquisition which was
completed in July 1995. At its operations in Indonesia, the company said its
LNG sales volumes were off by about 18% in the third quarter of 1995 compared
to year-ago levels.
During the third quarter of 1995, Union Texas' exploration expenses
totaled approximately $22 million including the costs of two wells in Vietnam,
compared to $15 million a year ago.
The company said that its ethylene margins averaged about 14 cents per
pound of ethylene during the third quarter of 1995 and have declined to 13
cents per pound in September 1995. Union Texas' ethylene margins averaged 7
cents per pound in 1994's third quarter. Ethylene volumes were down about 8%
in 1995's third quarter compared to a year ago.
FIRST NINE MONTHS EARNINGS
Union Texas' increased earnings for the first nine months of 1995 were
driven by improved U.S. ethylene margins and sales volumes, increased volumes
in the U.K. North Sea and Pakistan and higher oil and gas sales prices,
partially offset by higher exploration expenses and lower LNG sales volumes.
During the first nine months of 1995, Union Texas conducted an
expanded exploration program and, as a result, recorded approximately $60
million in exploration expenses compared to about $40 million a year ago.
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<PAGE> 3
-3-
At Union Texas' petrochemical operations, the company's margins
averaged 16 cents per pound of ethylene during the first nine months of 1995,
up from 4 cents per pound a year ago.
Sales and operating revenues for 1995's third quarter totaled $197
million, up from $194 million for the same period a year ago, due primarily to
higher sales volumes in the U.K. North Sea from the Alba acquisition in July
and increased ethylene sales prices, partially offset by lower LNG sales
volumes and decreased LNG and oil prices. For the first nine months of 1995,
sales and operating revenues were $637 million, up almost 20% from $533
million in 1994's corresponding period, principally reflecting increased sales
prices, higher U.K. North Sea and Pakistan sales volumes and improved ethylene
prices and volumes.
"Union Texas continued to maintain its strong financial position
during the first nine months of 1995," Johnson said. "The company generated
considerable free cash flow from our oil and gas operations and our
petrochemical business. We achieved a major milestone with the Alba
acquisition. In addition to expanding our production volumes and reserves, the
Alba purchase complements our October 1994 acquisition in the undeveloped
Britannia gas project, which is expected to provide a production boost
beginning in late 1998."
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<PAGE> 4
-4-
One of the largest independent producers located in the U.S., Houston-based
Union Texas Petroleum Holdings, Inc. (NYSE:UTH) explores for and produces oil
and gas overseas primarily in the U.K. North Sea, Indonesia and other strategic
areas. The company also has petrochemicals interests in the U.S.
Comparative financial highlights follow (amounts in millions, except per share
data):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
1995 1994
---- ----
<S> <C> <C>
Earnings per share ................... $0.13 $0.17
Net income ........................... $ 12 15
Sales and operating revenues.......... $ 197 $ 194
Average common shares outstanding..... 87.8 87.6
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
1995 1994
---- ----
<S> <C> <C>
Earnings per share.................... $0.89 $0.57
Net income............................ $ 79 $ 50
Sales and operating revenues.......... $ 637 $ 533
Average common shares outstanding..... 87.7 87.7
</TABLE>
Additional financial and operating information appears on the attached pages.
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<PAGE> 5
-5-
UNION TEXAS PETROLEUM
FINANCIAL SUMMARY
(amount in millions, except per share data)
<TABLE>
<CAPTION>
THIRD QUARTER FIRST NINE MONTHS
------------------- --------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales and operating revenues $ 197 $ 194 $ 637 $ 533
Net income $ 12 $ 15 $ 79 $ 50
Major operations (a)
Indonesia $ 20 $ 23 $ 74 $ 68
U.K. North Sea $ 3 $ 1 $ 26 $ 20
Pakistan $ 4 $ 3 $ 12 $ 9
Petrochemicals $ 10 $ 4 $ 34 6
Earnings per share of
common stock $0.13 $0.17 $0.89 $0.57
Discretionary cash flow (b) $ 84 $ 75 $ 280 $ 219
Major operations (a)
Indonesia $ 34 $ 37 $ 119 $ 113
U.K. North Sea $ 41 $ 34 $ 121 $ 103
Pakistan $ 6 $ 6 $ 21 $ 19
Petrochemicals $ 17 $ 8 $ 56 $ 13
Average common shares 87.8 87.6 87.7 87.7
</TABLE>
See footnotes on page 7.
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<PAGE> 6
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UNION TEXAS PETROLEUM
DISCRETIONARY CASH FLOW SUMMARY(b)
(amounts in millions)
<TABLE>
<CAPTION>
THIRD QUARTER FIRST NINE MONTHS
------------------- ---------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 12 $ 15 $ 79 $ 50
Less: Equity partnership
income $ 6 $ 5 $ 17 $ 15
Add: DD&A $ 52 $ 48 $ 136 $ 123
Deferred taxes $ (4) $ (7) $ (7) $ (6)
Exploration expenses $ 22 $ 15 $ 60 $ 39
Unimar equity DCF(c) $ 8 $ 9 $ 29 $ 28
Discretionary cash flow $ 84 $ 75 $ 280 $ 219
</TABLE>
See footnotes on page 7.
OPERATING SUMMARY(d)
<TABLE>
<CAPTION>
THIRD QUARTER FIRST NINE MONTHS
------------------- -------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net crude oil sales (MBBLS/D)
U.K. North Sea 47 36 37 32
Indonesia 5 6 6 6
Pakistan 6 5 6 5
Average crude oil prices (per BBL)
U.K. North Sea $15.16 $15.69 $16.22 $14.53
Indonesia $16.39 $17.41 $17.19 $15.72
Pakistan $13.77 $14.40 $14.41 $13.57
Net natural gas sales (MMCF/D)
Indonesian LNG 191 234 212 228
U.K. North Sea 18 13 29 20
Pakistan 45 40 45 44
Average natural gas prices (per MCF)
Indonesian LNG $ 2.92 $ 3.06 $ 3.06 $ 2.82
U.K. North Sea (e) $ 2.74 $ 1.12 $ 2.91 $ 2.37
Pakistan $ 1.37 $ 1.04 $ 1.32 $ 1.08
Ethylene (per LB)
Sales price $ .25 $ .21 $ .27 $ .18
Margins $ .14 $ .07 $ .16 $ .04
Sales volumes (MLBS/D) (f) 1,180 1,280 1,271 1,145
</TABLE>
See footnotes on page 7.
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<PAGE> 7
-7-
FOOTNOTES
(a) Excludes corporate items and other worldwide exploration ventures.
(b) Discretionary cash flow (DCF) is net income (less equity partnership
income) excluding depreciation, deferred taxes, and exploration expenses,
plus the company's estimated share of discretionary cash flow from its
equity interest in its Unimar partnership's operations.
(c) Unimar equity DCF reflects the company's estimated share of discretionary
cash flow from its equity interest in its Unimar partnership's
operations.
(d) Excludes the Unimar equity partnership.
(e) Excludes capacity charge of $23 million and $21 million in the first nine
months of 1995 and 1994, respectively, from the North and South Sean gas
fields in the U.K. North Sea.
(f) Represents Union Texas' 41.67% net interest in the jointly-owned Geismar
ethylene plant in Louisiana.
<PAGE> 1
EXHIBIT 99.2
- -------------------------------------------------------------------------------
NEWS RELEASE
===============================================================================
[UNION TEXAS PETROLEUM LETTERHEAD]
Contact: Carol L. Cox
(713) 968-2714
UNION TEXAS PETROLEUM EXPECTS TO REPLACE APPROXIMATELY 150%
OF 1995 WORLDWIDE PRODUCTION
ALBA ACQUISITION IN U.K. NORTH SEA SIGNIFICANTLY BOOSTS RESERVES
Houston, November 16, 1995 -- Union Texas Petroleum Holdings, Inc.
expects to replace approximately 150% of its 1995 worldwide production,
Chairman and CEO Clark Johnson told analysts at a meeting in New York today,
November 16.
The independent oil and gas company estimates its year-end 1995
worldwide proved reserves will increase to approximately 434 million barrels of
oil equivalent, up from 411 million barrels at the end of 1994. Johnson
attributed a substantial portion of the increased reserves to Union Texas'
acquisition of a 15.5% working interest in the U.K. North Sea's Alba oil
field, which accounted for about 45 million barrels of oil equivalent in proved
reserves net to the company as of July 1, 1995. Johnson said that Union Texas
expects to record further 1995 reserve additions and revisions from its other
interests in the U.K. North Sea, Indonesia and Pakistan.
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<PAGE> 2
During 1995, Union Texas' production from its international operations
is anticipated to set a record, increasing to about 46 million barrels of oil
equivalent, up from 45 million barrels in 1994.
Over a three-year period of 1993-95, Union Texas said it expects to
replace approximately 185% of its worldwide production.
One of the largest independent producers located in the U.S.,
Houston-based Union Texas Petroleum Holdings, Inc. (NYSE: UTH) explores for and
produces oil and gas overseas primarily in the U.K. North Sea, Indonesia and
other strategic areas. The company has petrochemical operations in Louisiana.
BACKGROUND INFORMATION
Below is a chart of Union Texas' estimated production replacement for the year
1995 and for the three-year period of 1993-95:
UNION TEXAS PETROLEUM PRODUCTION REPLACEMENT
(IN MILLIONS OF BARRELS OF OIL EQUIVALENT)
<TABLE>
<CAPTION>
ESTIMATED
------------------------------------
1995 3-YEARS (1993-1995)
---- -------------------
<S> <C> <C>
Beginning of Period 411 321
Acquisitions 45 83
Additions and Revisions 24 160
Production (46) (130)
---- -----
End of Period 434 434
</TABLE>
# # #
