<PAGE> 1
TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is dated as of May 16, 2000 among: HS RESOURCES, INC., a
corporation formed under the laws of the State of Delaware (the "Borrower");
each of the lenders that is a signatory hereto; and THE CHASE MANHATTAN BANK (in
its individual capacity, "Chase"), as agent for the Lenders (in such capacity,
together with its successors in such capacity, the "Agent").
RECITALS
A. The Borrower, the Agent, and the Lenders (as defined in the Credit
Agreement as hereafter defined) have entered into that certain Amended and
Restated Credit Agreement dated as of June 14, 1996, as amended by the First
Amendment to Amended and Restated Credit Agreement dated as of June 17, 1996,
the Second Amendment to Amended and Restated Credit Agreement dated as of
November 27, 1996, the Third Amendment to Amended and Restated Credit Agreement
dated as of December 15, 1997, the Fourth Amendment to Amended and Restated
Credit Agreement dated as of June 16, 1998, the Fifth Amendment to Amended and
Restated Credit Agreement dated as of September 1, 1998, the Sixth Amendment to
Amended and Restated Credit Agreement dated as of December 10, 1998, the Seventh
Amendment to Amended and Restated Credit Agreement dated as of December 31,
1998, the Eighth Amendment to Amended and Restated Credit Agreement dated as of
August 27, 1999 and the Ninth Amendment to Amended and Restated Credit Agreement
dated as of October 28, 1999 (as amended, the "Credit Agreement"), pursuant to
which the Lenders have agreed to make certain loans and extensions of credit to
the Borrower upon the terms and conditions as provided therein;
B. The Borrower, the Agent, and the Lenders desire to make certain
amendments to the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration and the mutual benefits, covenants and agreements herein
expressed, the parties hereto now agree as follows:
1. All capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings ascribed to such terms in the Credit
Agreement.
2. Section 1.02 of the Credit Agreement is hereby supplemented, where
alphabetically appropriate, with the addition of the following definitions:
"Tenth Amendment" shall mean that certain Tenth Amendment to
Amended and Restated Credit Agreement dated as of May 16, 2000, among
the Borrower, the Lenders and the Agent.
3. Section 8.01 of the Credit Agreement is hereby amended by deleting
the following sentence which was added by the Sixth Amendment:
-1-
<PAGE> 2
"The above compliance certificate will include a statement that
the Year 2000 remediation efforts of the Borrower and the Subsidiaries
are proceeding as scheduled and indicating whether an auditor,
regulator, or third party consultant has issued a management letter or
other communication regarding the Year 2000 exposure, program or
progress of the Borrower and/or the Subsidiaries."
4. Section 9.04(a) of the Credit Agreement is hereby amended to read as
follows:
"(a) redeem shares from its stockholders not to exceed
$15,000,000 in the aggregate since the Closing Date; and"
5. This Amendment shall become binding on the Lenders when, and only
when, the following conditions shall have been satisfied and the Agent shall
have received each of the following, as applicable, in form and substance
satisfactory to the Agent or its counsel:
(a) counterparts of this Amendment executed by the Borrower and
the Majority Lenders and ratified by HS Gathering, LLC.
6. The parties hereto hereby acknowledge and agree that, except as
specifically supplemented and amended, changed or modified hereby, the Credit
Agreement shall remain in full force and effect in accordance with its terms.
7. The Borrower hereby reaffirms that as of the date of this Amendment,
the representations and warranties contained in Article VII of the Credit
Agreement are true and correct on the date hereof as though made on and as of
the date of this Amendment, except as such representations and warranties are
expressly limited to an earlier date.
8. THIS AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND
ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK
9. This Amendment may be executed in two or more counterparts, and it
shall not be necessary that the signatures of all parties hereto be contained on
any one counterpart hereof; each counterpart shall be deemed an original, but
all of which together shall constitute one and the same instrument. Delivery of
an executed signature page of this Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
[SIGNATURES BEGIN NEXT PAGE]
-2-
