-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L4F5Z1e+fzaR7aUHY42Af9WfMGSYrAH+Q++PcTsUhpqM76EiE9ettZWU6UwJvvo/ x1hYpea4e5GjH6JoJ/4DpQ== 0000355115-97-000013.txt : 19970421 0000355115-97-000013.hdr.sgml : 19970421 ACCESSION NUMBER: 0000355115-97-000013 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970418 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALAMCO INC CENTRAL INDEX KEY: 0000355115 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 550615701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-08490 FILM NUMBER: 97583558 BUSINESS ADDRESS: STREET 1: 200 W MAIN ST CITY: CLARKSBURG STATE: WV ZIP: 26301 BUSINESS PHONE: 3046236671 MAIL ADDRESS: STREET 1: P.O. BOX 1740 STREET 2: 200 W. MAIN STREET CITY: CLARKSBURG STATE: WV ZIP: 26302-1740 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHENY LAND & MINERAL CO DATE OF NAME CHANGE: 19830718 10-K405/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 -------------------------- FORM 10-K/A AMENDMENT NO. 1 (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM TO --------------- -------------- Commission File Number: 1-8490 ALAMCO, INC. (Exact name of registrant as specified in its charter) Delaware 55-0615701 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 200 West Main Street, Clarksburg, WV 26301 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (304) 623-6671 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ----------------------------- ---------------------- Common Stock - Par Value $.10 per share American Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( X ) The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing sale price of such stock on the American Stock Exchange as of February 18, 1997, is set forth below: Aggregate Market Value of the Registrant's Voting Stock Held Class of Stock By Non-Affiliates --------------------------------- ------------------------------ Common Stock, $.10 par value $65,338,154 The number of shares outstanding of the registrant's Common Stock as of February 18, 1997 is 4,766,275 shares. -------------------------------------------------- The purpose of this Amendment No. 1 on Form 10-K/A of Alamco, Inc. for the year ended December 31, 1996, is to include Item Numbers 10, 11 and 12 of Part III in the Form 10-K/A. This information was expected to be filed with the Registrant's definitive Proxy Statement and incorporated by reference as stated in the 10-K. However, due to a delay in the Registrant's Annual Meeting, the information is being filed herewith. PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Information regarding the Directors of the Company is set forth below: DIRECTORS OF THE COMPANY Shares of Common Stock Beneficially Owned Percent of Name and Director Term Ex- (As of March 1, Common Stock (as of Principal Occupation<1> Age Since piration 1997) March 1, 1997) James H. Weber 63 1993 1997 6,373 * Business and Financial Consultant and Former Executive Partner for Coopers & Lybrand<2> Richard R. Hoffman 46 1988 1997 141,429<3> 3% Executive Vice President and Chief Operating Officer of the Company Robert S. Maust 59 1987 1998 25,414<4><5> * Chairperson, Dept. of Accounting, College of Business and Economics, West Virginia University Thomas M. Levine 47 1995 1998 2,290 * Executive Vice President, Fostin Capital Corp. (a venture capital investment management company)<6> Stephen L. Barr 45 1989 1999 11,250<4> * Managing Director, Chase Securities, Inc. John L. Schwager 48 1986 1999 126,476<7> 2.7% Chief Executive Officer and President of the Company * Denotes less than 1% ownership interest. - ------------------ Except as otherwise indicated, each nominee and director has held the principal occupation listed by his name during the last five years. Mr. Weber, elected as a Director in December 1993, retired from Coopers & Lybrand accounting firm in 1993 as Executive Partner, and has been serving as a business and financial consultant since then. The number of shares of common stock, par value $.10 per share, of the Company ("Common Stock") beneficially owned by Mr. Hoffman in- cludes 135,000 shares which he has the right to acquire upon the exercise of currently exercisable stock options and 2,929 shares that have been allocated to his account under the Alamco, Inc. Savings and Protection Plan. Shares beneficially owned by Messrs. Maust and Barr include 2,000 shares and 1,200 shares, respectively, which each such director has the right to acquire upon the exercise of stock options under the Alamco, Inc. 1982 Outside Directors' Stock Option Plan. The per share average exercise price of such options held by Messrs. Maust and Barr are $3.325 and $3.667, respectively. Such options have expiration dates ranging from November 7, 1997 to November 7, 2001. See "DIRECTORS OF THE COMPANY - DIRECTOR'S COMPENSATION-STOCK OP- TIONS". The shares beneficially owned by Mr. Maust include 1,200 shares held as joint tenant with his wife, 100 shares held in trust with Mr. Maust as the trustee and as to which Mr. Maust has sole voting control, and 1,000 shares held in trust for Mr. Maust's son, as to which Mr. Maust has sole voting control. Mr. Levine has held this position since 1982. He also serves as general partner of several venture capital partnerships of which Fostin is the managing general partner. Mr. Levine was elected to the Board on March 23, 1995 and is also a member of the Board of Directors of DMI Furniture, Inc., a public company. The number of shares of Common Stock beneficially owned by Mr. Schwager includes 40,000 shares which he has the right to acquire upon the exercise of currently exercisable stock options, 120 shares held jointly with his wife, 41,100 shares held by his wife, which ownership Mr. Schwager disclaims, and 4,605 shares that have been allocated to his account under the Alamco, Inc. Savings and Protection Plan. There are no family relationships among the directors and executive officers of the Company. EXECUTIVE OFFICERS Incorporated by reference from Part I of the Company's Annual Report on Form 10-K for the year ended December 31, 1996. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the American Stock Exchange. Officers, directors and holders of more than 10% of the Common Stock are required by regulations promulgated by the Commission pursuant to the Exchange Act to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, the Company believes that since January 1, 1996, all Section 16(a) filing requirements applicable to its directors, officers and greater than 10% beneficial owners were met. Item 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth in summary form the compensation received during each of the Company's last three completed fiscal years by the Chief Executive Officer ("CEO") of the Company and the other executive officer of the Company whose total salary and bonus exceeded $100,000 in 1996.
SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION Long-Term Other Compensation All Name and Annual Awards Other Principal Salary Bonus Compensation Compensation Securities Position Year ($) ($) ($) Underlying ($) Options (#) John L. Schwager 1996 188,500<1> 90,000<2> 296,740<3> 6,745<4> President and 1995 168,500 194,999<5> 47,755<6> 6,259<4> Chief Executive Officer 1994 146,000 30,000<7> 31,250<8> 7,900<9> 6,123<4> Richard R. Hoffman Executive Vice 1996 113,500<10> 35,000<11> 18,000<12> 6,568<13> President and 1995 107,500 50,000<11> 16,500<12> 5,699<13> Chief Operating Officer 1994 90,000 20,000<11> 16,000<12> 4,989<13>
- ----------------------- Under the Schwager Employment Agreement (as hereinafter defined) the Company paid Mr. Schwager a minimum base salary of $188,500 for 1996, as well as certain Company-provided benefits. See "EXECUTIVE COMPENSATION - EMPLOYMENT AGREEMENTS". During 1996, Mr. Schwager was paid a bonus on each of May 31, June 30 and August 31 of $30,000 each, triggered by the market price of the Company's Common Stock averaging $9.00 per share, $10.00 per share and $11.00 per share, respectively, over a 60 consecutive trading day period. See "EXECUTIVE COMPENSATION - EMPLOYMENT AGREEMENTS". Mr. Schwager received $12,000 in annual retainer fees, $15,000 in chair- man fees and $6,000 in meeting fees as a Director. Additionally, upon the exercise of stock options under Stock Option Agreements dated December 13, 1990, and November 10, 1993, he was paid $263,740 in July 1996 as additional compensation for reimbursement of increased income taxes based on the amount by which the tax liability of the Company was reduced. In 1996, the Company contributed $2,612 in cash and 367 shares of Common Stock, including reallocated forfeitures to the Alamco, Inc. Savings and Protection Plan (the "401(k) Plan") on Mr. Schwager's behalf. In 1995, $2,494 in cash and 471 shares of Common Stock were contributed by the Company. The 1994 amount includes contributions made by the Company, as well as reallocated forfeitures, under the 401(k) Plan of $2,495 in cash and 539 shares of Common Stock. Bonus related to the Columbia Gas Transmission Corporation litigation settlement of $100,000 in cash and 4,179 shares of Common Stock as of the date of the award ($34,999). Additionally, on October 31, 1995, and July 31, 1995, Mr. Schwager was granted bonuses of $30,000 each, triggered by the market price of the Company's Common Stock averaging $8.00 per share and $7.00 per share, respectively, over a 60 consecutive trading day period. SEE "EXECUTIVE COMPENSATION - EMPLOYMENT AGREEMENTS". Represents Director's fees which were paid as follows: $12,000 annual retainer, $15,000 chairman fees and $4,500 meeting fees. The Company paid $16,255 to Mr. Schwager as additional compensation in November, 1995 upon his exercise of certain stock options under the terms of the Stock Option Agreement dated November 1, 1994, as reimbursement for increased income taxes based on the amount by which the tax liability of the Company was reduced. Mr. Schwager received a $30,000 bonus for the Company's 1994 performance, $15,000 of which was paid on October 15, 1995, $7,600 of which was paid on January 15, 1995, and $7,400 of which was paid on December 31, 1994. Represents Director's fees which were paid as follows: $12,000 annual retainer; $15,000 chairman fees; and $4,250 meeting fees. These options were non-qualified stock options which replaced incentive stock options with the same number of shares and the same material terms. In 1996, the Hoffman Employment Agreement (as hereinafter defined) provided for Mr. Hoffman to be paid a base salary of $113,500 and certain other Company-provided cash benefits. See "EXECUTIVE COMPENSATION - EMPLOYMENT AGREEMENTS". Mr. Hoffman received a $35,000 bonus for the Company's 1996 performance which was paid on January 14, 1997. On January 31, 1996, he received a $50,000 bonus for his 1995 performance. His $20,000 bonus for 1994's performance was paid one-half on January 15, 1995 and one half on October 15, 1995. See "EXECUTIVE COMPENSATION - REPORT OF THE COMPENSATION COMMITTEE". Mr. Hoffman was paid $12,000 as an annual retainer fee for each of 1996, 1995 and 1994, and $6,000, $4,500 and $4,000 in meeting fees for each of those years, respectively, for serving as a Director. In 1996, the Company contributed $2,612 in cash and 351 shares of Common Stock, including reallocated forfeitures to the 401(k) Plan on Mr. Hoffman's behalf. The 1995 amount includes $2,494 in cash and 400 shares of Common Stock contributed by the Company as well as reallocated forfei- tures under the 401(k) Plan. The 1994 amount includes $2,329 in cash and 395 shares of Common Stock contributed by the Company. The Company has no long-term incentive compensation plan involving the award of restricted stock or options that are subject to performance-based conditions. OPTION GRANTS TABLE The Company did not grant any stock options to the executive officers, nor did it grant any stock appreciation rights, in 1996. OPTION EXERCISES AND YEAR-END VALUE TABLE The following table sets forth information concerning the exercise of stock options during 1996 by the Company's CEO and the other named executive officer of the Company, and the year-end value of unexercised options held by these persons. OPTION EXERCISES AND YEAR-END VALUE TABLE AGGREGATED OPTION EXERCISES IN 1996 AND VALUES FOR 1996 YEAR-END Value of Number of Unexercised Unexercised In-the-Money Options at Options at FY-End (#) FY-End ($) Shares Shares Shares Acquired Exercisable/ Exercisable/ Name On Exercise (#) Value Realized ($) Unexercisable Unexercisable<1> John L. Schwager 110,000 $705,000 40,000/0 $180,000/$0 Richard R. Hoffman 0 135,000/0 $739,875/$0 - ----------------------- For all unexercised options held as of December 31, 1996, the aggregate dollar value represents the excess of the market value of the stock underlying those options over the exercise price of those unexercised options. On December 31, 1996, the closing price of the Common Stock was $11.25 per share. All options were exercisable on December 31, 1996. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION There are no Compensation Committee interlocks nor insider participation in compensation decisions. EMPLOYMENT AGREEMENTS Effective January 1, 1995, the Compensation Committee recommended, and the entire Board approved, a revised Employment Agreement between Mr. Schwager and the Company providing for Mr. Schwager's employment as President and Chief Executive Officer (the "Schwager Employment Agreement"). In accordance with the Agreement, Mr. Schwager was paid an annual base salary of $188,500 for 1996, plus director and chairman fees and other perquisites. The Company also paid incentive cash bonuses under the Schwager Employment Agreement of $30,000 each on May 31, 1996, June 30, 1996 and August 31, 1996, for the Company's Common Stock prices equalling $9.00, $10.00 and $11.00 per share, respectively, for a 60-day period. Effective January 1, 1997, Mr. Schwager will continue to receive an annual base salary of $188,500, plus the director and chairman fees set forth above, along with any incentive cash bonuses, as determined by the Compensation Committee of the Board. Additionally, the Schwager Employment Agreement provides Mr. Schwager, in the event of a discharge without cause or his resignation for good reason (which includes, among others, a "change of control" or a significant asset sale), payment for accrued obligations, payment equal to three times the highest annual rate of base salary in effect during the past 24 months, insurance coverage for three years, or two times the cash equivalence of such coverage for a three year period, and full vesting and exercisability of all existing stock options. In the event of a discharge for cause or Mr. Schwager's resignation without good reason, none of the aforementioned benefits are available, except payment of accrued obligations by the Company. If the Company fails to agree to extend the term of Mr. Schwager's employment as provided in the Agreement, Mr. Schwager will be entitled to severance pay (in addition to such other benefits as may be payable to him) equal to two times the highest annual rate of base salary paid to him during the preceding 24 months. The Schwager Employment Agreement also provides for payment of Mr. Schwager's base salary for 8 months, reduced by any disability benefits, in the case of disability. Unless otherwise agreed to by the Board, the Schwager Employment Agreement prohibits Mr. Schwager from engaging in any business competitive with the Company's oil and gas business from the date of his termination with the Company for a period of one year. The Company and Richard R. Hoffman entered into a revised employment agreement on January 1, 1995 providing for Mr. Hoffman's employment as Chief Operating Officer (the "Hoffman Employment Agreement"). Under the Hoffman Employment Agreement, Mr. Hoffman's base salary was set at $113,500 for 1996, plus the same annual retainer and meeting fees as those paid to outside Directors, or $18,000 for 1996. Effective January 1, 1997, Mr. Hoffman will receive an annual base salary of $124,500, plus certain perquisites and director fees. Additionally, under the Hoffman Employment Agreement, Mr. Hoffman is entitled to an amount equal to $24,750 plus one and one-half times his annual base salary in effect at that time in the event Mr. Hoffman's employment is terminated without cause, or he is reassigned to a position which is not of comparable executive status, or in the event of a "change in control" of the Company and Mr. Hoffman chooses to terminate his employment with the Company. If the Company fails to agree to extend the term of Mr. Hoffman's employment as provided in the Agreement, Mr. Hoffman will be entitled to severance pay (in addition to such other benefits as may be payable to him) equal to $24,750 plus one and one-half times the highest annual salary as in effect at the term's expiration. Unless the Board otherwise provides, the Hoffman Employment Agreement prohibits Mr. Hoffman from engaging in any business competitive with the Company's oil and gas business from the date of his termination with the Company for one year. DIRECTORS' COMPENSATION STANDARD ARRANGEMENTS. During 1996, all Directors were entitled to receive an annual fee of $12,000 (the "Annual Retainer"), a fee of $750 per Board or Committee meeting attended ($375 if attended via telephonic confer- ence), as well as reimbursement for all expenses incurred in connection with Company business. Mr. Maust received an additional annual fee of $1,500 as Chairman of the Audit Committee and Mr. Weber received an additional annual fee of $1,500 as Chairman of the Compensation Committee. Mr. Schwager received an additional annual fee of $15,000 as Chairman of the Board. See "EXECUTIVE COMPENSATION - EMPLOYMENT AGREEMENTS". OTHER ARRANGEMENTS. ALAMCO, INC. 1992 EQUITY COMPENSATION PLAN FOR OUTSIDE DIRECTORS (THE "1992 EQUITY PLAN") The 1992 Equity Plan became effective on March 20, 1992, after stock- holder approval was received on May 8, 1992. The 1992 Equity Plan provides that up to 75,000 shares of Common Stock may be issued thereunder. At December 31, 1996, the number of shares available for issuance was 51,448 shares. Under the 1992 Equity Plan, each non-employee director ("Outside Director") automatically receives fifty percent (50%) of his Annual Retainer (exclusive of fees for attending meetings of the Board or any Committee thereof) in the form of Common Stock. Additionally, each Outside Director may elect to receive any or all of the remaining cash balance of his Annual Retainer in the form of Common Stock, provided that he notifies the Secretary of the Company in writing of such election on or before the last day of December of the prior year. Mr. Maust elected to receive sixty-five percent (65%) of his total Annual Retainer in Common Stock paid on July 1, 1996. The total number of shares of Common Stock issued to an Outside Director pursuant to the 1992 Equity Plan is determined by dividing the dollar amount of the Outside Director's Annual Retainer that is to be paid in Common Stock by the "Fair Market Value" of a share of Common Stock. For the purposes of the 1992 Equity Plan, Fair Market Value means the closing price of the Common Stock as reported on the American Stock Exchange on July 1 (or if not a trading day the next preceding day on which there was a sale of Common Stock) for the Annual Term for which the Annual Retainer is due and payable. "Annual Term" means the period of time from the date of an Annual Meeting of the Company's Stockholders in one year to the day before the date of the Annual Meeting of the Company's Stockholders in the following year. Fractional shares of Common Stock will not be issued. Cash equal to the Fair Market Value of such fractional share will be paid in lieu thereof. The shares of Common Stock issuable to an Outside Director pursuant to the 1992 Equity Plan will be issued and any remaining cash portion of the Annual Retainer will be paid to such Outside Director on July 1 of each year, or if not a business day, the next succeeding business day. An Outside Director who is elected at an Annual Meeting of Stockholders of the Company to serve on the Board of Directors for the first time will receive fifty percent of his Annual Retainer in the form of Common Stock and the remaining fifty percent in cash. ALAMCO, INC. DIRECTORS' DEFERRED INCOME PLAN (THE "DEFERRAL PLAN") Effective June 15, 1995, the Board of Directors approved the Deferral Plan which permits any member of the Board who receives an Annual Retainer to elect to defer in increments of one percent (1%) or multiples of one thousand dollars ($1,000), cash remuneration to be received for his services. Deferral elections are to be made prior to the first day of an Annual Term and will continue until the Director notifies the Company to change or suspend future deferrals. Compensation deferred under the Deferral Plan is allocated to a bookkeeping account established for the Director and maintained by the Company. Deemed investment income, at a rate of interest equal to the Company's current rate paid for unsecured bank debt, is allocated to such account monthly. The Deferral Plan requires distributions to be made within sixty (60) days after the occurrence of the earlier of the termination of the Director's services due to resignation, retirement, disability, death or other reason, or the date on which a "change in control" occurs. Under certain conditions, the Board may approve an earlier date provided there are no negative tax consequences to the Company. If a distribution is made due to death, a lump sum of the Director's account balance will be paid in cash. If a distribution is made other than by reason of death, the Director may elect to receive a lump sum, or installment payments over 5, 10, or 15 years, payable in substantially equal quarterly or annual payments. The Deferral Plan is intended to be an unfunded Plan for purposes of the Internal Revenue Code of 1986, as amended, and the Employee Retirement Income Security Act of 1974, as amended. Any investments which the Company determines to make with the assets in the deferral compensation accounts shall remain assets of the Company and shall be subject to the general creditors of the Company until distributed. Contributions and deemed investment income credited to Directors under the Deferral Plan are not taxable to the participant until distributed. Participants have the status of general unsecured creditors of the Company until benefits are distributed. Mr. Weber elected to defer $9,000 of compensation earned for the Annual Term beginning July 1, 1996, with distribution to be made July 15, 2003. STOCK OPTIONS. With the exceptions of Mr. Weber and Mr. Levine, each of the existing Outside Directors has the right to acquire shares of Common Stock upon the exercise of stock options under the Alamco, Inc. 1982 Outside Directors' Stock Option Plan. While no further options are available for grant, existing options have expiration dates ranging from November 7, 1997 to November 7, 2001. THE ALAMCO, INC. 1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS ("THE 1996 STOCK OPTION PLAN") On March 18, 1996, the Board of Directors of the Company adopted the 1996 Stock Option Plan, reserving 170,000 shares of the Company's Common Stock for issuance upon the exercise of options granted under the Plan. After approval on May 10, 1996 by the stockholders of the Company, the 1996 Stock Option Plan became effective on July 1, 1996. Under the 1996 Stock Option Plan, administered by the Company's Board of Directors, members of the Board who were not, and who had not within the preceding year been, an employee of the Company, were each granted options to purchase 17,000 shares of Common Stock. Such options were granted to Messrs. Barr, Levine, Maust and Weber on July 1, 1996, at an exercise price of $11.625 per share (the fair market value of the Common Stock on the date of grant) with the following exercise dates: 1. Up to 5,000 shares exercisable on or after July 1, 1997; 2. Up to 8,000 shares exercisable on or after July 1, 1998; 3. Up to 11,000 shares exercisable on or after July 1, 1999; 4. Up to 14,000 shares exercisable on or after July 1, 2000; and 5. Up to 17,000 shares exercisable on or after July 1, 2001. All options expire on July 30, 2006. However, each option shall become immediately exercisable upon a "change in control" (as defined in the 1996 Stock Option Plan). The 1996 Stock Option Plan provides for each newly elected Outside Director to be granted an option to purchase 17,000 shares of the Company's Common Stock. Thereafter, on the 5th year anniversary of the date of the grant, each eligible director will be granted an option to purchase an additional 17,000 shares of Common Stock so long as he is continuing in office. All options are non-statutory, with the exercise price set at 100 percent of the fair market value of the Company's Common Stock on the date of grant, or the next preceding date if there are no trades on that date. The option price may be paid in cash or by the delivery of shares of Common Stock acquired by the Director more than six months prior to the option exercise date. A Director will not recognize any taxable income upon receipt of an option. He will, however, subject to limited exceptions, recognize compensation income on the date of exercise in the amount by which the fair market value of the shares on the date of exercise exceeds the exercise price. The Company is entitled to a tax deduction at the time an option is exercised in an amount equal to the amount of ordinary income recognized by the Director. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT SECURITY OWNERSHIP OF MANAGEMENT As a group, the directors and executive officers of the Company (10 persons) beneficially owned 335,194 shares of Common Stock or a total of 7 percent of the outstanding voting securities of the Company as of March 1, 1997, excluding those disclaimed by members of the group. Such ownership includes 235,672 shares that the directors and officers have the right to acquire, within sixty days of March 1, 1997, upon the exercise of stock options. In addition to Messrs. Schwager and Hoffman, other officers in this group include Ms. Bridget D. Furbee, Mr. R. Mark Hackett, Mr. Marty L. Perri and Mr. Carl F. Starr. Ms. Furbee was elected Vice President, Administration and Legal Affairs in May 1994. Prior to that, Ms. Furbee served as Gas Marketing/Office Administration Manager and later as Manager, Gas Marketing and Legal Affairs. R. Mark Hackett has been Vice President of Engineering since January 1, 1997. Mr. Hackett served as Engineering Manager from March 1992 through December 1996. Marty L. Perri has been Vice President of Land since January 1, 1997. Mr. Perri served as Land Manager from April 1982 through December 1996. Carl F. Starr has been Vice President of Production since January 1, 1997. Mr. Starr was named Production Manager in February 1995 and since January 1989 was Superintendent of Production. For information regarding security ownership of the CEO and the other named executive officer, as well as individual directors, see ITEM 10. "DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT". PRINCIPAL STOCKHOLDERS To the knowledge of the Company, Fleet Financial Group Inc., FMR Corporation, The Guardian Life Insurance Company of America, Ingalls & Snyder LLC and Wellington Management Company, LLP, are the only entities which owned of record or beneficially more than five percent (5%) of the outstanding Common Stock as of the Record Date. The following table indicates the beneficial ownership of each such entity based on their respective Schedule 13G filings as of the dates noted therein.
Amount and Percent of Nature of Class Title of Name and Address of Beneficial (As of Class Beneficial Owner Ownership 03/01/97) Common Fleet Financial Group, Inc. 427,083 shares<1> 9.0% Stock One Federal Street Boston, MA 02211 Common FMR Corp. 465,300 shares<2> 9.8% Stock and certain of its affiliates 82 Devonshire Street Boston, MA 02109 Common The Guardian Life Insurance Company of 437,800 shares<3> 9.2% Stock America and certain of its affiliates 201 Park Avenue, South New York, NY 10003 Common Ingalls & Snyder LLC 315,200 shares<4> 6.6% Stock 61 Broadway New York, NY 10006 Common Wellington Management Company, LLP 297,000 shares<5> 6.2% Stock 75 State Street Boston, MA 02109 - ------------------------- As per its 13G filing as of February 13, 1997, Fleet Financial Group, Inc. has sole dispositive power over all shares, but sole voting power over only 364,183 shares. In accordance with its 13G filing as of January 10, 1996, as amended February 14, 1997, FMR Corporation has sole dispositive power over shares. Voting of the shares by Fidelity Low Priced Stock Fund is done in accordance with guidelines established by the Fund's Board of Trustees. As per its 13G filing as of February 14, 1997, The Guardian Life Insurance Company has sole voting and dispositive power over 325,000 shares and shares voting and dispositive power with two of its affiliates. According to the 13G filing of Ingalls & Snyder as of January 16, 1997, it has sole disposition power over all shares; however, it has sole voting power over only 10,000 shares. In accordance with the 13G filing of Wellington Management Company as of January 24, 1997, the Company has shared dispositive power over all shares and shared voting power over 239,000 shares. Item 14. Exhibits and Reports on Form 8-K. (a) Exhibits. Exhibit No. Description Filing - ---------- ----------- ------ 10.34 First Amendment to Amended and Filed herewith Restated Credit Agreement among Alamco, Inc., Alamco-Delaware, Inc. and Bank One, Texas, National Association effective as of February 1, 1997 Signatures - ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to this report to be signed on its behalf of the undersigned, thereunto duly authorized. ALAMCO, INC. (Registrant) By: /s/ John L. Schwager ---------------------------------- John L. Schwager, President, Chief Executive Officer, Principal Executive Officer and Principal Financial Officer Dated: April 18, 1997
Exhibit Prior Filing or Subsequential No. Description Page No. Herein 10.34 First Amendment to Amended and Restated Credit Filed herewith Agreement among Alamco, Inc., Alamco-Delaware, Inc. and Bank One, Texas, National Association effective as of February 1, 1997
EX-10.32 2 Exhibit 10.32 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AMONG ALAMCO, INC., ALAMCO-DELAWARE, INC., AND BANK ONE, TEXAS, NATIONAL ASSOCIATION EFFECTIVE AS OF FEBRUARY 1, 1997 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . . 1.1 Terms Defined Above . . . . . . . . . . . . . . . . . . . . . 1.2 Terms Defined in Agreement . . . . . . . . . . . . . . . . . . 1.3 References . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4 Articles and Sections . . . . . . . . . . . . . . . . . . . . 1.5 Number and Gender . . . . . . . . . . . . . . . . . . . . . . ARTICLE II AMENDMENT OF AGREEMENT . . . . . . . . . . . . . . . . . . . . 2.1 Amendment of Section 1.02 . . . . . . . . . . . . . . . . . . 2.2 Amendment of Section 2.4 . . . . . . . . . . . . . . . . . . . 2.3 Amendment of Section 2.5 . . . . . . . . . . . . . . . . . . . 2.4 Amendment of Section 2.9 . . . . . . . . . . . . . . . . . . . 2.5 Addition of Section 2.19 . . . . . . . . . . . . . . . . . . . 2.6 Addition of Section 2.20 . . . . . . . . . . . . . . . . . . . 2.7 Addition of Exhibit IV . . . . . . . . . . . . . . . . . . . . ARTICLE III CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1 Receipt of Documents and Other Items . . . . . . . . . . . . . 3.2 Accuracy of Representations and Warranties . . . . . . . . . . 3.3 Matters Satisfactory to Lender . . . . . . . . . . . . . . . . ARTICLE IV REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . ARTICLE V RATIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . ARTICLE VI MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1 Scope of Amendment . . . . . . . . . . . . . . . . . . . . . . 6.2 Agreement as Amended . . . . . . . . . . . . . . . . . . . . . 6.3 Successors and Assigns; Rights of Third Parties . . . . . . . 6.4 Further Assurances . . . . . . . . . . . . . . . . . . . . . . 6.5 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . 6.6 ENTIRE AGREEMENT; NO ORAL AGREEMENTS . . . . . . . . . . . . . 6.7 JURISDICTION AND VENUE . . . . . . . . . . . . . . . . . . . . 6.8 WAIVER OF RIGHTS TO JURY TRIAL . . . . . . . . . . . . . . . . FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "First Amendment") is made and entered into effective as of February 1, 1997, by and among ALAMCO, INC., a Delaware corporation ("Alamco"), ALAMCO-DELAWARE, INC., a Delaware corporation ("Aladel;" with Alamco collectively, the "Borrower") and BANK ONE, TEXAS, NATIONAL ASSOCIATION, a national banking association (the "Lender"). W I T N E S E T H: WHEREAS, the above named parties did execute and exchange counterparts of the Amended and Restated Credit Agreement dated October 1, 1995 (the "Agreement"), pursuant to which the Lender has extended credit to the Borrower; and WHEREAS, the parties to the Agreement desire to amend the Agreement in the particulars hereinafter set forth; NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth in this First Amendment and the Agreement, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATION 1.1 Terms Defined Above. As used herein, each of the terms "Agreement," "Alamco," "Aladel," "Borrower," "First Amendment," and "Lender" shall have the meaning assigned to such term hereinabove. 1.2 Terms Defined in Agreement. As used herein, each term defined in the Agreement shall have the meaning assigned to such term in the Agreement, unless expressly provided herein to the contrary. 1.3 References. References in this First Amendment to Article or Section numbers shall be to Articles and Sections of this First Amendment, unless expressly stated to the contrary. References in this First Amendment to "hereby," "herein," "hereinafter," "hereinabove," "hereinbelow," "hereof," and "hereunder" shall be to this First Amendment in its entirety and not only to the particular Article or Section in which such reference appears. 1.4 Articles and Sections. This First Amendment, for convenience only, has been divided into Articles and Sections and it is understood that the rights, powers, privileges, duties, and other legal relations of the parties hereto shall be determined from this First Amendment as an entirety and without regard to such division into Articles and Sections and without regard to headings prefixed to such Articles and Sections. 1.5 Number and Gender. Whenever the context requires, reference herein made to the single number shall be understood to include the plural and likewise the plural shall be understood to include the singular. Words denoting sex shall be construed to include the masculine, feminine and neuter, when such construction is appropriate, and specific enumeration shall not exclude the general, but shall be construed as cumulative. Definitions of terms defined in the singular and plural shall be equally applicable to the plural or singular, as the case may be. ARTICLE II AMENDMENT OF AGREEMENT Each of the Borrowers and the Lender hereby amend the Agreement in the following particulars, effective as of and after the effective date of this First Amendment, with terms defined above being incorporated into the Agreement: 2.1 Amendment of Section 1.02. Section 1.02 of the Agreement is hereby amended as follows: The following definitions are added to read as follows: "Adjusted LIBO Rate" shall mean, for any LIBO Rate Loan, an interest rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by the Lender to be equal to the sum of the LIBO Rate for such Loan plus the Applicable Margin, but in no event exceeding the Highest Lawful Rate. "Applicable Margin" shall mean as to each LIBO Rate Loan, two percent (2%). "Borrowing Request" shall mean each written request, in substantially the form attached hereto as Exhibit IV, by the Borrower to the Lender for a borrowing, conversion, or prepayment pursuant to Sections 2.1 or 2.9, each of which shall: (a) be signed by a Responsible Officer of the Borrower; (b) specify the amount and type of Loan requested, and, as applicable, the Loan to be converted or prepaid and the date of the borrowing, conversion, or prepayment (which shall be a Business Day); (c) when requesting a Floating Rate Loan, be delivered to the Lender no later than 10:00 a.m., Central Standard or Daylight Savings Time, as the case may be, on the Business Day prior to the requested borrowing, conversion, or prepayment; (d) when requesting a LIBO Rate Loan, be delivered to the Lender no later than 10:00 a.m., Central Standard or Daylight Savings Time, as the case may be, two Business Days preceding the requested borrowing, conversion, or prepayment and designate the Interest Period requested with respect to such Loan. "Fixed Rate Loan" shall mean any LIBO Rate Loan. "Floating Rate Loan" shall mean any Loan and any portion of the Loan Balance which the Borrower has requested, in the initial Borrowing Request for such Loan or a subsequent Borrowing Request for such portion of the Loan Balance, bearing interest at the Floating Rate, or which pursuant to the terms hereof is otherwise required to bear interest at the Floating Rate. "Interest Period" shall mean, subject to the limitations set forth in Section 2.20, with respect to any LIBO Rate Loan, a period commencing on the date such Loan is made or converted from a Loan of another type pursuant to this Agreement or the last day of the next preceding Interest Period with respect to such Loan and ending on the numerically corresponding day in the calendar month that is one, two, three, or, subject to availability, six months thereafter, as the Borrower may request in the Borrowing Request for such Loan. "LIBO Rate" shall mean, with respect to any Interest Period for any LIBO Rate Loan, the lesser of (a) the rate per annum (rounded upwards, if necessary, to the nearest 1/16 of 1%) equal to the average of the offered quotations appearing on Telerate Page 3750 (or if such Telerate Page shall not be available, any successor or similar service selected by the Lender and the Borrower) as of approximately 11:00 a.m., Central Standard or Daylight Savings Time, as the case may be, on the day two Business Days prior to the first day of such Interest Period for Dollar deposits in an amount comparable to the principal amount of such LIBO Rate Loan and having a term comparable to the Interest Period for such LIBO Rate Loan, or (b) the Highest Lawful Rate. If neither such Telerate Page 3750 nor any successor or similar service is available, the term "LIBO Rate" shall mean, with respect to any Interest Period for any LIBO Rate Loan, the lesser of (a) the rate per annum (rounded upwards if necessary, to the nearest 1/16 of 1%) quoted by the Lender at approximately 11:00 a.m., London time (or as soon thereafter as practicable) two Business Days prior to the first day of the Interest Period for such LIBO Rate Loan for the offering by the Lender to leading banks in the London interbank market of Dollar deposits in an amount comparable to the principal amount of such LIBO Rate Loan and having a term comparable to the Interest Period for such LIBO Rate Loan, or (b) the Highest Lawful Rate. "LIBO Rate Loan" shall mean any Loan and any portion of the Loan Balance which the Borrower has requested, in the initial Borrowing Request for such Loan or a subsequent Borrowing Request for such portion of the Loan Balance, bearing interest at the Adjusted LIBO Rate and which is permitted by the terms hereof to bear interest at the Adjusted LIBO Rate. (b) The following definitions are amended to read as follows: "Business Day" shall mean (a) for all purposes other than as covered by clause (b) of this definition, a day other than a Saturday, Sunday, legal holiday for commercial banks under the laws of the State of Texas, or any other day when banking is suspended in the State of Texas, and (b) with respect to all requests, notices, and determinations in connection with, and payments of principal and interest on, LIBO Rate Loans, a day which is a Business Day described in clause (a) of this definition and which is a day for trading by and between banks for Dollar deposits in the London interbank market. "Floating Rate" shall mean an interest rate per annum equal to the Base Rate from time to time in effect. 2.2 Amendment of Section 2.4. Section 2.4 of the Agreement is hereby amended to read as follows: "2.4 Interest. Subject to the terms of this Agreement (including, without limitation, Section 2.16), interest on the Loans shall accrue and be payable at a rate per annum equal to the Floating Rate for each Floating Rate Loan and the Adjusted LIBO Rate for each LIBO Rate Loan. Interest on all Floating Rate Loans shall be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) during the period for which payable. Interest on all LIBO Rate Loans shall be computed on the basis of a year of 360 days, and actual days elapsed (including the first day but excluding the last day) during the period for which payable. Notwithstanding the foregoing, interest on past-due principal and, to the extent permitted by applicable law, past-due interest, shall accrue at the Default Rate, computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed (including the first day but excluding the last day) during the period for which payable, and shall be payable upon demand by the Lender at any time as to all or any portion of such interest. In the event that the Borrower fails to select the duration of any Interest Period for any Fixed Rate Loan within the time period and otherwise as provided herein, such Loan (if outstanding as a Fixed Rate Loan) will be automatically converted into a Floating Rate Loan on the last day of the then current Interest Period for such Loan or (if outstanding as a Floating Rate Loan) will remain as, or (if not then outstanding) will be made as, a Floating Rate Loan. Interest provided for herein shall be calculated on unpaid sums actually advanced and outstanding pursuant to the terms of this Agreement and only for the period from the date or dates of such advances until repayment. 2.3 Amendment of Section 2.5. Section 2.5 of the Agreement is hereby amended to read as follows: "2.5 Repayment of Loans and Interest. Accrued and unpaid interest on each outstanding Floating Rate Loan shall be due and payable monthly commencing on the first Business Day of March, 1997, and continuing on the first day of each calendar month thereafter while any Floating Rate Loan remains outstanding, the payment in each instance to be the amount of interest which has accrued and remains unpaid in respect of the relevant Loan. Accrued and unpaid interest on each outstanding Fixed Rate Loan shall be due and payable on the last day of the Interest Period for such Fixed Rate Loan and, in the case of any Interest Period in excess of three months, on the day of the third calendar month following the commencement of such Interest Period corresponding to the day of the calendar month on which such Interest Period commenced, the payment in each instance to be the amount of interest which has accrued and remains unpaid in respect of the relevant Loan. The Loan Balance, together with all accrued and unpaid interest thereon, shall be due and payable at the Drawdown Termination Date. At the time of making each payment hereunder or under the Note, the Borrower shall specify to the Lender the Loans or other amounts payable by the Borrower hereunder to which such payment is to be applied. In the event the Borrower fails to so specify, or if an Event of Default has occurred and is continuing, the Lender may apply such payment as it may elect in its sole discretion." 2.4 Amendment of Section 2.9. Section 2.9 of the Agreement is hereby amended to read as follows: "2.9 Voluntary Prepayments and Conversions of Loans. Subject to applicable provisions of this Agreement, the Borrower shall have the right at any time or from time to time to prepay Loans and to convert Loans of one type or with one Interest Period into Loans of another type or with a different Interest Period; provided, however, that (a) the Borrower shall give the Lender notice of each such prepayment or conversion of all or any portion of a Fixed Rate Loan no less than two Business Days prior to prepayment or conversion, (b) any Fixed Rate Loan may be prepaid or converted only on the last day of an Interest Period for such Loan, (c) the Borrower shall pay all accrued and unpaid interest on the amounts prepaid or converted, and (d) no such prepayment or conversion shall serve to postpone the repayment when due of any Obligation. 2.5 Addition of Section 2.19. Section 2.19 shall be added to the Agreement as follows: "2.19 Limitation on Types of Loans. Anything herein to the contrary notwithstanding, no more than two separate Loans shall be outstanding at any one time, with, for purposes of this Section, all Floating Rate Loans constituting one Loan, and all LIBO Rate Loans for the same Interest Period constituting one Loan. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any interest rate for any LIBO Rate Loan for any Interest Period therefor: (a) the Lender determines (which determination shall be conclusive) that quotations of interest rates for the deposits referred to in the definition of "LIBO Rate" in Section 1.2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the rate of interest for such Loan as provided in this Agreement; or (b) the Lender determines (which determination shall be conclusive) that the rates of interest referred to in the definition of "LIBO Rate" in Section 1.2 upon the basis of which the rate of interest for such Loan for such Interest Period is to be determined do not accurately reflect the cost to the Lender of making or maintaining such Loan for such Interest Period, then the Lender shall give the Borrower prompt notice thereof; and so long as such condition remains in effect, the Lender shall be under no obligation to make LIBO Rate Loans or to convert Loans of any other type into LIBO Rate Loans, and the Borrower shall, on the last day of the then current Interest Period for each outstanding LIBO Rate Loan, either prepay such LIBO Rate Loan or convert such Loan into another type of Loan in accordance with Section 2.9. Before giving such notice pursuant to this Section, the Lender will designate a different available Applicable Lending Office for LIBO Rate Loans or take such other action as the Borrower may request if such designation or action will avoid the need to suspend the obligation of the Lender to make LIBO Rate Loans hereunder and will not, in the opinion of the Lender, be disadvantageous to the Lender." 2.6 Addition of Section 2.20. Section 2.20 shall be added to the Agreement as follows: "2.20 Limitations on Interest Periods. Each Interest Period selected by the Borrower (a) which commences on the last Business Day of a calendar month (or, with respect to any LIBO Rate Loan, any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month, (b) which would otherwise end on a day which is not a Business Day shall end on the next succeeding Business Day (or, if such next succeeding Business Day falls in the next succeeding calendar month, on the next preceding Business Day), (c) which would otherwise commence before and end after Final Maturity shall end on the Drawdown Termination Date, and (d) shall have a duration of not less than one month as to any LIBO Rate Loan, and, if any Interest Period would otherwise be a shorter period, the relevant Loan shall be a Floating Rate Loan during such period." 2.7 Addition of Exhibit IV. Exhibit IV shall be added to the Agreement as set forth as an exhibit to this Agreement. ARTICLE III CONDITIONS The obligation of the Lender to amend the Credit Agreement as provided herein is subject to the fulfillment of the following conditions precedent: 3.1 Receipt of Documents and Other Items. The Lender shall have received, reviewed, and approved the following documents and other items, appropriately executed when necessary and in form and substance satisfactory to the Lender: (a) multiple counterparts of this Amendment executed by the Borrowers, as requested by the Lender; (b) a Notice of Final Agreement; and (c) such other agreements, documents, items, instruments, opinions, certificates, waivers, consents, and evidence as the Lender may reasonably request. 3.2 Accuracy of Representations and Warranties. The representations and warranties contained in Article IV of the Credit Agreement and in any other Loan Document shall be true and correct, except as affected by the transactions contemplated in the Credit Agreement and this Amendment. 3.3 Matters Satisfactory to Lender. All matters incident to the consummation of the transactions contemplated hereby shall be satisfactory to the Lender. ARTICLE IV REPRESENTATIONS AND WARRANTIES Each of the Borrowers hereby expressly remakes, in favor of the Lender, all of the representations and warranties set forth in Article IV of the Agreement, as amended hereby, and in any other Loan Document, and represents and warrants that all such representations and warranties remain true and unbreached, except as affected by the transactions contemplated in the Agreement and this First Amendment and except for such representations and warranties which may be limited to the date made. ARTICLE V RATIFICATION Each of the parties hereto does hereby adopt, ratify, and confirm the Agreement and each other Loan Document to which it is a party, in all things in accordance with the terms and provisions thereof, as amended by this First Amendment. ARTICLE VI MISCELLANEOUS 6.1 Scope of Amendment. The scope of this First Amendment is expressly limited to the matters addressed herein and this First Amendment shall not operate as a waiver of any past, present, or future breach, Default, or Event of Default under the Agreement, except to the extent, if any, that any such breach, Default, or Event of Default is remedied by the effect of this First Amendment. 6.2 Agreement as Amended. All references to the Agreement in any document heretofore or hereafter executed in connection with the transactions contemplated in the Agreement shall be deemed to refer to the Agreement as amended by this First Amendment. 6.3 Successors and Assigns; Rights of Third Parties. All covenants and agreements by each of the Borrowers in this First Amendment shall be binding upon such Borrower and its legal representatives, successors, and assigns and shall inure to the benefit of the Lender and its legal representatives, successors, and assigns. All provisions of this First Amendment, the Agreement, and the other Loan Documents are imposed solely and exclusively for the benefit of each of the Borrowers and the Lender. No other Person shall have standing to require satisfaction of such provisions in accordance with their terms, and any or all of such provisions may be freely waived in whole or in part by the Lender at any time if in its sole discretion it deems it advisable to do so. 6.4 Further Assurances. Each of the Borrowers shall execute, acknowledge, and deliver, at any time as requested by the Lender, such other documents and instruments as the Lender shall deem necessary in its sole discretion to fulfill the terms of the Agreement, as amended hereby, including, without limitation, modifications of and amendments to any of the Loan Documents. 6.5 GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW). 6.6 ENTIRE AGREEMENT; NO ORAL AGREEMENTS. THIS FIRST AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF AND SUPERSEDES ANY PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, BETWEEN SUCH PARTIES REGARDING THE SUBJECT HEREOF. FURTHERMORE IN THIS REGARD, THIS WRITTEN FIRST AMENDMENT, THE AGREEMENT, AND THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 6.7 JURISDICTION AND VENUE. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS FIRST AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT MAY BE LITIGATED, AT THE SOLE DISCRETION AND ELECTION OF THE LENDER, IN COURTS HAVING SITUS IN HARRIS COUNTY, TEXAS. EACH OF THE BORROWERS HEREBY SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN HOUSTON, HARRIS COUNTY, TEXAS AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST IT BY THE LENDER IN ACCORDANCE WITH THIS SECTION. 6.8 WAIVER OF RIGHTS TO JURY TRIAL. EACH OF THE BORROWERS AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT RELATES TO OR ARISES OUT OF THIS FIRST AMENDMENT. THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THIS FIRST AMENDMENT. Executed effective as of the 1st day of February, 1997. ALAMCO, INC. By: /s/ John L. Schwager ------------------------------ John L. Schwager President and Chief Executive Officer ALAMCO-DELAWARE, INC. I. By: /s/ John L. Schwager -------------------------- John L. Schwager President and Chief Executive Officer BANK ONE, TEXAS, NATIONAL ASSOCIATION By: /s/ Christine M. Macan --------------------------- Christine M. Macan Vice-President II. EXHIBIT IV (FORM OF BORROWING REQUEST) Bank One, Texas, National Association 910 Travis Houston, Texas 77002-5860 Attention: Energy Group, 6th Floor Re: Amended and Restated Credit Agreement dated as of October 1, 1995, by and between Bank One, Texas, National Association and Alamco, Inc. and Alamco-Delaware, Inc. (as amended, restated, or supplemented from time to time, the "Credit Agreement") Ladies and Gentlemen: Pursuant to the Credit Agreement, the Borrower hereby makes the requests indicated below: / / 1. Loans (a) Amount of new Loan: $--------------- (b) Requested funding date: ---------- , 19--- (c) $---------------- of such Loan is to be a Floating Rate Loan; and $---------------- of such Loan is to be a ADJUSTED LIBO Rate Loan. (d) Requested Interest Period for ADJUSTED LIBO Rate Loan: ------ month(s). / / 2. Continuation or conversion of ADJUSTED LIBO Rate Loan maturing on -- ----: (a) Amount to be continued as a ADJUSTED LIBO Rate Loan is $----------- ------, with an Interest Period of ------ month(s); (b) Amount to be converted to a Floating Rate Loan is $----------- ---------; and / / 3. Conversion of Floating Rate Loan: (a) Requested conversion date: ---------------, 19----. (b) Amount to be converted to a ADJUSTED LIBO Rate Loan is $----------- , with an Interest Period of ------- month(s). The undersigned certifies that (s)he is the (-----------) of the Borrower, has obtained all consents necessary, and as such (s)he is authorized to execute this request on behalf of the Borrower. The undersigned further certifies, represents, and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested borrowing, continuation, or conversion under the terms and conditions of the Credit Agreement. III. Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Credit Agreement. Very truly yours, ALAMCO, INC. By: /s/ John L. Schwager --------------------------------- John L. Schwager President and Chief Executive Officer ALAMCO-DELAWARE, INC. By: /s/ John L. Schwager -------------------------------- John L. Schwager President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----