EXHIBIT 10.41
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated effective as of January 27,
2003 (the "First Amendment"), among ST. MARY LAND & EXPLORATION COMPANY, a
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Delaware corporation (the "Borrower"); the banks party hereto (the "Lenders");
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WACHOVIA BANK, NATIONAL ASSOCIATION, individually, as Issuing Bank and as
Administrative Agent (in such capacity, the "Administrative Agent"); BANK ONE,
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NA and WELLS FARGO BANK, N.A., individually and as Co-Syndication Agents; and
ROYAL BANK OF CANADA and COMERICA BANK-TEXAS, individually and as
Co-Documentation Agents.
R E C I T A L S:
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A. The Borrower, the Lenders, the Administrative Agent, the Co-Syndication
Agents and the Co-Documentation Agents are parties to that certain Credit
Agreement dated as of January 27, 2003 (the "Credit Agreement").
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B. The parties to the Credit Agreement intend to amend the Credit Agreement
to clarify the fact that the obligations under certain Swap Agreements (as
defined in the Credit Agreement) entered into prior to the date of the Credit
Agreement are included in the term Indebtedness (as defined in the Credit
Agreement, as amended hereby) and therefor are secured by the Security
Instruments (as defined in the Credit Agreement), and to otherwise amend the
Credit Agreement as follows:
SECTION 1. Amendments to Credit Agreement.
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(a) The following terms, as defined in Section 1.02 of the Credit
Agreement, are hereby amended in their entirety to read as follows:
"Agreement" means this Credit Agreement, as amended by the First
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Amendment, and as the same may be further amended, waived or otherwise
modified from time to time in accordance herewith.
"Indebtedness" means any and all amounts owing or to be owing by the
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Borrower or any Guarantor: (a) to the Administrative Agent, the Issuing
Bank or any Lender under any Loan Document; (b) to any Lender or any
Affiliate of a Lender under any present or future Swap Agreements entered
into between Borrower or any Guarantor and any Lender or any Affiliate of a
Lender, including, without limitation, the Swap Agreements entered into
with BNP Paribas and listed on attached Schedule 7.21; and (c) all
renewals, extensions and/or rearrangements of any of the above.
(b) Section 1.02 of the Credit Agreement is hereby further amended by
adding thereto the following new definition in its appropriate alphabetical
order:
"First Amendment" means that certain First Amendment to Credit
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Agreement dated effective as of January 27, 2003, among the Borrower, the
Lenders party thereto, the Administrative Agent and the Issuing Bank.
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SECTION 2. Defined Terms. Except as amended hereby, terms used herein when
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defined in the Credit Agreement shall have the same meanings herein unless the
context otherwise requires.
SECTION 3. Conditions Precedent to Effectiveness. This First Amendment
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shall become effective as of the date hereof when the Administrative Agent shall
have received counterparts hereof duly executed by the Borrower and the Majority
Lenders (or, in the case of any party as to which an executed counterpart shall
not have been received, telegraphic, telex, or other written confirmation from
such party of execution of a counterpart hereof by such party).
SECTION 4. Reaffirmation of Representations and Warranties. To induce the
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Lenders, the Administrative Agent and the Issuing Bank to enter into this First
Amendment, the Borrower hereby reaffirms, as of the date hereof, its
representations and warranties in their entirety contained in Article VII of the
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Credit Agreement and in all other documents executed pursuant thereto (except to
the extent such representations and warranties relate solely to an earlier
date).
SECTION 5. Reaffirmation of Credit Agreement. This First Amendment shall be
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deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as
amended hereby, is hereby ratified, approved and confirmed in each and every
respect. All references to the Credit Agreement herein and in any other
document, instrument, agreement or writing shall hereafter be deemed to refer to
the Credit Agreement, as amended hereby.
SECTION 6. Governing Law; Entire Agreement. This First Amendment shall be
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governed by, and construed in accordance with, the laws of the State of Texas.
The Credit Agreement, as amended by this First Amendment, the Notes and the
other Loan Documents constitute the entire understanding among the parties
hereto with respect to the subject matter hereof and supersede any prior
agreements, written or oral, with respect thereto.
SECTION 7. Severability of Provisions. Any provision in this First
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Amendment that is held to be inoperative, unenforceable, or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or
invalid without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of this First Amendment are
declared to be severable.
SECTION 8. Counterparts. This First Amendment may be executed in any number
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of counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this First Amendment by signing any such
counterpart.
SECTION 9. Headings. Article and section headings in this First Amendment
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are for convenience of reference only, and shall not govern the interpretation
of any of the provisions of this First Amendment.
SECTION 10. Successors and Assigns. This First Amendment shall be binding
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upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date first above written.
BORROWER
ST. MARY LAND & EXPLORATION COMPANY
By: /s/RICHARD C. NORRIS
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Name: Richard C. Norris
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Title: Vice President - Finance
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AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL
ASSOCIATION, Individually, as Issuing Bank
and as Administrative Agent
By: /s/ PHILIP J TRINDER
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Name: Philip J. Trinder
Title:Vice President
BANK ONE, NA, Individually and as
Co-Syndication Agent
By:
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Name: J. Scott Fowler
Title: Director, Capital Markets
WELLS FARGO BANK, N.A., Individually
and as Co-Syndication Agent
By: /s/LAURA BUMGARNER
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Name: Laura Bumgarner
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Title:Relationship Manager
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ROYAL BANK OF CANADA, Individually and
as Co-Documentation Agent
By: /s/JASON YORK
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Name: Jason York
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Title:Manager
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COMERICA BANK-TEXAS, Individually and
as Co-Documentation Agent
By: /s/THOMAS RAJAN
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Name: Thomas G. Rajan
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Title:Vice President
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BNP PARIBAS
By: /s/DOUGLAS R. LIFTMAN
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Name: Douglas R. Liftman
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Title:Managing Director
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By: /s/BETSY JOCHER
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Name: Betsy Jocher
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Title:Vice President
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BANK OF SCOTLAND
By: /s/JOSEPH FRATUS
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Name: Joseph Fratus
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Title:First Vice President
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U.S. BANK NATIONAL ASSOCIATION
By:
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Name:
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Title:
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HIBERNIA NATIONAL BANK
By: /s/DARIA MAHONEY
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Name: Daria Mahoney
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Title:Vice President
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