SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (herein called the
"Amendment") made as of June 27, 2000 by and among St. Mary Land and Exploration
Company, a Delaware corporation ("Borrower"), Bank of America, N.A.,
individually and as Agent ("Agent"), and the undersigned lenders (the
"Lenders").
W I T N E S S E T H:
WHEREAS, Borrower, Agent and Lenders entered into that certain Credit
Agreement dated as of June 30, 1998 (as heretofore amended, modified or
supplemented, the "Original Agreement"), for the purpose and consideration
therein expressed, whereby Lenders became obligated to make loans to Borrower as
therein provided; and
WHEREAS, Borrower, Agent and Lenders desire to amend the Original
Agreement for the purposes described 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
Section 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.
Section 1.2. Other Defined Terms. Unless the context otherwise
----------------------
requires, the following terms when used in this Amendment shall have the
meanings assigned to them in this Section 1.2.
"Amendment" means this Second Amendment to Credit Agreement.
"Credit Agreement" means the Original Agreement as amended
hereby.
ARTICLE II.
Amendment to Original Agreement and Designation of
New Aggregate Borrowing Base
Section 2.1. Defined Terms. The following definitions in Section 1.1
-------------
of the Original Agreement are hereby amended in their entirety to read as
follows:
<PAGE>
"'Base Rate Margin' means with respect to each Base Rate Loan:
(a) when the Debt to Capitalization Ratio in effect hereunder
is less than 0.5 to 1.0, zero, or
(b) when the Debt to Capitalization Ratio in effect hereunder
is greater than or equal to 0.50 to 1.0, 0.25%."
"'Eurodollar Margin' means
(a) during the Tranche A Revolving Period with respect to each
Eurodollar Loan:
(i) when the Debt to Capitalization Ratio in effect
hereunder is less than 0.30 to 1.0, 0.75%, or
(ii) when the Debt to Capitalization Ratio in effect
hereunder is greater than or equal to 0.30 to 1.0 but less
than 0.40 to 1.0, 1.00%, or
(iii) when the Debt to Capitalization Ratio in effect
hereunder is greater than or equal to 0.40 to 1.0 but less
than 0.5 to 1.0, 1.125%, or
(iv) when the Debt to Capitalization Ratio in effect
hereunder is greater than or equal to 0.50 to 1.0, 1.375%; and
(b) after the Tranche A Revolving Period with respect to each
Eurodollar Loan:
(i) when the Debt to Capitalization Ratio in effect
hereunder is less than 0.30 to 1.0, 0.875%, or
(ii) when the Debt to Capitalization Ratio in effect
hereunder is greater than or equal to 0.30 to 1.0 but less
than 0.40 to 1.0, 1.125%, or
(iii) when the Debt to Capitalization Ratio in effect
hereunder is greater than or equal to 0.40 to 1.0 but less
than 0.5 to 1.0, 1.375%, or
(iv) when the Debt to Capitalization Ratio in effect
hereunder is greater than or equal to 0.50 to 1.0, 1.625%."
"'Permitted Investments' means (a) Cash Equivalents, (b)
Investments by Borrower in any of its wholly owned Subsidiaries, and
(c) so long as no Default or Event of Default has occurred and is
continuing and the Facility Usage does not exceed the Borrowing Base
then in effect, (1) loans to or guaranties of obligations of or the
acquisition of capital stock or equity interest in Summo Minerals
Corporation or a direct property interest in any property owned by
Summo Minerals Corporation provided that
2
<PAGE>
the aggregate amount of such loans, guaranties of obligations of and
consideration paid by Borrower for such capital stock equity or
property interest does not exceed the sum of $12,500,000 and (2)
repurchases of capital stock of Borrower provided that the aggregate
amount paid by Borrower in connection with such repurchases shall not
exceed $20,000,000."
"'Tranche A Maturity Date' means December 31, 2006."
"'Tranche A Revolving Period' means the period from and
including the date hereof until June 30, 2003."
"'Tranche B Maturity Date' means June 26, 2001."
Section 2.2. Extension of Tranche A Revolving Period. Borrower may, at
----------------------------------------
its option and from time to time during the Tranche A Revolving Period, request
that the Tranche A Revolving Period be extended for a period of one year by
delivering to Agent, not more than sixty (60) days and not less than forty-five
(45) days prior to the last day of the then current Tranche A Revolving Period,
a written request that the Lenders extend the Tranche A Revolving Period. Agent
shall forthwith provide a copy of such request to each of the Lenders. Each
Lender shall, within thirty (30) days after the date such Lender receives such
request from Agent, either (i) notify Agent in writing of its acceptance of such
request, and the terms and conditions, if any, upon which such Lender is
prepared to extend the Tranche A Revolving Period, or (ii) notify Agent in
writing that such request has been denied. In the event any Lender determines
not to grant any such extension, Agent shall promptly so notify Borrower.
Section 2.3. Tranche B Loan Commitment Fee. Section 2.5(c)(i) of the
------------------------------
Original Agreement is hereby deleted in its entirety and replaced with the
following:
"(i) when the Debt to Capitalization Ratio in effect hereunder
is less than 0.50 to 1.0, 0.25% per annum;"
Section 2.4. Regularly Scheduled Payments of Principal of Tranche A
Note. Section 2.7(c) of the Original Agreement is hereby deleted in its entirety
and replaced with the following:
"(c) Regularly Scheduled Payments of Principal of Tranche A
Note. The principal of the Tranche A Note shall be due and payable in
fourteen (14) quarterly installments, each of which shall be equal to
the greater of (i) one-fourteenth (1/14) of the aggregate unpaid
principal balance of the Tranche A Note at the end of the Tranche A
Revolving Period or (ii) sixty percent (60%) of the Net Oil and Gas
Revenues during the applicable Accounting Quarter, and shall be due and
payable on the last day of each Fiscal Quarter, beginning September 30,
2003 and continuing regularly thereafter until the Tranche A Maturity
Date, at which time the unpaid principal balance of the Tranche A Note
and all interest accrued thereon shall be due and payable in full."
Section 2.5. Indebtedness. Section 7.1(h) of the Original Agreement is
-------------
hereby deleted in its entirety and replaced with the following:
3
<PAGE>
"(h) Miscellaneous items of Indebtedness not described in
subsections (a) through (h) which do not in the aggregate (taking into
account all such Indebtedness of all Restricted Persons) exceed
$3,000,000 at any one time outstanding."
Section 2.6. New Aggregate Borrowing Base. Pursuant to Section 2.9,
--------------------------------
Agent hereby notifies Borrower that the Aggregate Borrowing Base shall be
$40,000,000 from the date hereof until the next Determination Date.
Section 2.7. Schedule 1. Schedule 1 of the Original Agreement is hereby
-----------
deleted in its entirety and replaced with Schedule 1 attached hereto.
ARTICLE III.
Conditions of Effectiveness
Section 3.1. Effective Date. This Amendment shall become effective as
---------------
of the date first above written when and only when:
(a) Agent shall have received all of the following, at Agent's
office, duly executed and delivered and in form and substance
satisfactory to Agent, all of the following:
(i) this Amendment;
(ii) a certificate of the Secretary of Borrower dated
the date of this Amendment certifying: (i) that the
resolutions attached to that certain Omnibus Certificate dated
as of June 30, 1998 (the "Original Certificate") authorize the
execution, delivery and performance of this Amendment by
Borrower; (ii) that the names and true signatures of the
officers of the Borrower attached to the Original Certificate
are authorized to sign this Amendment; and (iii) that all of
the representations and warranties set forth in Article IV
hereof are true and correct at and as of the time of such
effectiveness;
(iii) for subsequent delivery to each Lender, (A) a
new Tranche A Note for each Lender with appropriate insertions
payable to the order of the appropriate Lender, each in form
attached hereto as Exhibit A-1 and (B) a new Tranche B Note
for each Lender with appropriate insertions payable to the
order of the appropriate Lender, each in form attached hereto
as Exhibit A-2;
(iv) several Assignment and Acceptances of even date
herewith by and between (i) U.S. Bank National Association,
Comerica Bank-Texas, Borrower and Agent, (ii) U.S. Bank
National Association, Norwest Bank Colorado, N.A., Borrower
and Agent, and (iii) Bank of America, N.A., Norwest Bank
Colorado, N.A. and Borrower, each in form attached hereto as
Exhibit B;
4
<PAGE>
(v) such other supporting documents as Agent may
reasonably request; and
(b) Borrower shall have paid, in connection with such Loan
Documents, all fees and reimbursements to be paid to Agent pursuant to
any Loan Documents, or otherwise due Agent and including fees and
disbursements of Agent's attorneys.
ARTICLE IV.
Representations and Warranties
Section 4.1. Representations and Warranties of Borrower. In order to
--------------------------------------------
induce each Lender to enter into this Amendment, Borrower represents and
warrants to each Lender that:
(a) The representations and warranties contained in Article V
of the Original Agreement are true and correct at and as of the time of
the effectiveness hereof.
(b) Borrower has duly taken all action necessary to authorize
the execution and delivery by it of this Amendment and to authorize the
consummation of the transactions contemplated hereby and the
performance of its obligations hereunder. Borrower is duly authorized
to borrow funds under the Credit Agreement.
(c) The execution and delivery by Borrower of this Amendment,
the performance by Borrower of its obligations hereunder and the
consummation of the transactions contemplated hereby do not and will
not (i) conflict with any provision of (1) any Law, (2) the
organizational documents of Borrower, or (3) any agreement, judgment,
license, order or permit applicable to or binding upon Borrower, (ii)
result in the acceleration of any Indebtedness owed by Borrower, or
(iii) result in or require the creation of any Lien upon any assets of
properties of Borrower. Except as expressly contemplated in the Loan
Documents no consent, approval, authorization or order of, and no
notice to or filing with, and Tribunal or third party is required in
connection with the execution, delivery or performance by Borrower of
this Amendment or to consummate any transactions contemplated hereby.
(d) When duly executed and delivered, each of this Amendment
and the Credit Agreement will be a legal, valid and binding obligation
of Borrower, enforceable in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency or similar Laws of
general application relating to the enforcement of creditors' rights.
(e) The audited annual Consolidated financial statements of
Borrower dated as of December 31, 1999 and the unaudited quarterly
Consolidated financial statements of Borrower dated as of March 31,
2000 fairly present Borrower's Consolidated financial position at such
dates and the Consolidated results of Borrower's operations and
Borrower's Consolidated cash flows for the periods ending on such dates
for Borrower.
5
<PAGE>
Copies of such financial statements have heretofore been
delivered to each Lender. Since such dates no Material Adverse Change
has occurred.
ARTICLE V.
Miscellaneous
Section 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 the various Amendment
Documents, are hereby ratified and confirmed in all respects. Any reference to
the Credit Agreement in any Loan Document shall be deemed to be a reference to
the Original Agreement as hereby amended. The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of Lenders under the Credit
Agreement, the Notes, or any other Loan Document nor constitute a waiver of any
provision of the Credit Agreement, the Notes or any other Loan Document.
Section 5.2. Survival of Agreements. All of Borrower's representations,
-----------------------
warranties, covenants and agreements herein shall survive the execution and
delivery of this Amendment and the performance hereof, including the making or
granting of the Loans, and shall further survive until all of the Obligations
are paid in full to each Lender and all of Lender Parties' obligations to
Borrower are terminated. All statements and agreements contained in any
certificate or instrument delivered by Borrower hereunder or under the Credit
Agreement to any Lender shall be deemed representations and warranties by
Borrower or agreements and covenants of Borrower under this Amendment and under
the Credit Agreement.
Section 5.3. Loan Documents. This Amendment is a Loan Document, and all
---------------
provisions in the Credit Agreement pertaining to Loan Documents apply hereto.
Section 5.4. Governing Law. This Amendment shall be deemed a contract
--------------
and instrument made under the laws of the State of Colorado and shall be
construed and enforced in accordance with and governed by the laws of the State
of Colorado and the laws of the United States of America, without regard to the
principles of conflicts of law.
Section 5.5. Counterparts. This Amendment may be separately executed in
-------------
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to constitute one
and the same Amendment.
THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.
6
<PAGE>
IN WITNESS WHEREOF, this Amendment is executed as of the date first
above written.
ST. MARY LAND & EXPLORATION COMPANY
By:/S/RICHARD C. NORRIS
--------------------
Name:RICHARD C. NORRIS
Title:VICE PRESIDENT - FINANCE
Address:
1776 Lincoln Street
Denver, Colorado 80203
Attention: Richard C. Norris
Fax: (303) 861-0934
<PAGE>
BANK OF AMERICA, N.A.
Agent, LC Issuer and Lender
By: /S/TRACEY S. BARCLAY
--------------------
Tracey S. Barclay
Principal
Address:
901 Main Street, 64th Floor
Dallas, Texas 75202
Fax: (214) 290-8371
with a copy to:
Tracey S. Barclay
Bank of America, N.A.
Energy Group
333 Clay Street, Suite 4550
Houston, TX 77002
fax: (713) 651-4807
<PAGE>
COMERICA BANK-TEXAS,
a Lender
By:/S/DAVID MONTGOMERY
-------------------
David Montgomery
Vice President
Address:
P.O. Box 650282
MC 6593
Dallas, Texas 75265-0282
Telephone: (214) 969-6565
Fax: (214) 969-6561
<PAGE>
WELLS FARGO BANK WEST, N.A.,
formerly known as
NORWEST BANK OF COLORADO, N.A., a
Lender
By:/s/THOMAS M. FONCANNON
----------------------
Thomas M. Foncannon
Senior Vice President
Address:
1740 Broadway
Denver, Colorado 80274-8699
Attention: Thomas M. Foncannon
Fax: (303) 863-5196
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 1
LENDER COMMITMENTS
MAXIMUM ALLOCATIONS
-------------------------------------
PERCENTAGE MAXIMUM LOAN TRANCHE A TRANCHE B
NAME OF LENDER SHARE AMOUNT LOAN LOAN
---------------------------- ---------------- ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Bank of America, N.A. 50% $ 100,000,000 $ 100,000,000 $ 25,000,000
Comerica Bank-Texas 25% $ 50,000,000 $ 50,000,000 $ 12,500,000
Wells Fargo Bank West, N.A. 25% $ 50,000,000 $ 50,000,000 $ 12,500,000
</TABLE>
