EXHIBIT 4.3
THIRD AMENDMENT TO
CREDIT AGREEMENT
between
XXXXXXXX PETROLEUM COMPANY OF LOUISIANA
GPC, INC. OF LOUISIANA
and
COMPASS BANK
Effective as of
January 31, 1997
THIRD AMENDMENT TO CREDIT AGREEMENT
-----------------------------------
This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and
entered into effective as of January 31, 1997, by and between XXXXXXXX PETROLEUM
COMPANY OF LOUISIANA ("GPCL"), a Nevada corporation, formerly known as American
National Petroleum Company, successor by merger to Xxxxxxx Petroleum Corporation
of Michigan, a Michigan corporation GPC, INC. OF LOUISIANA ("GPC"), a Nevada
corporation (collectively with GPCL, the "Borrower"), XXXXXXXX PETROLEUM
CORPORATION, a Delaware corporation, ("Xxxxxxxx), and COMPASS BANK, a Texas
state chartered banking corporation formerly known as Compass Bank--Houston
(the "Lender").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, GPCL, the Lender, and Xxxxxxxx are parties to the Credit
Agreement dated August 16, 1995, as amended by First Amendment to Credit
Agreement dated as of December 15, 1995, and Letter Amendment dated March 26,
1996, and Second Amendment to Credit Agreement dated as of June 1, 1996, and
Letter Amendment dated November 12, 1996 (as amended, the "Agreement"), pursuant
to which the Lender has extended credit to GPCL and Xxxxxxxx has guaranteed the
payment and performance of certain indebtedness and other obligations of GPCL to
the Lender; and
WHEREAS, the parties hereto desire to amend the Agreement as hereinafter
set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in the Agreement and this Amendment, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
------------------------------
1.1 Terms Defined Above. As used herein, each of the terms
"Agreement," "Amendment," "Borrower," "GPC", "GPCL", "Xxxxxxxx," 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 thereto in the Agreement,
unless expressly provided herein to the contrary.
1.3 References. References in this Amendment to Article or Section
numbers shall be to Articles and Sections of this Amendment, unless expressly
stated to the contrary. References in this Amendment to "hereby," "herein,"
"hereinafter," "hereinabove,"
"hereinbelow," "hereof," and "hereunder" shall be to this Amendment in its
entirety and not only to the particular Article or Section in which such
reference appears.
1.4 Articles and Sections. This Amendment, for convenience only,
has been divided into Articles and Sections and it is understood that the
rights, powers, privileged, duties, and other legal relations of the parties
hereto shall be determined from this 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 TO AGREEMENT
----------------------
The Agreement is hereby amended as follows:
2.1 Amendment of Section 1.2. Section 1.2 of the Agreement is
hereby amended as follows:
The following definition is amended to read as follows:
"Commitment Amount" shall mean the amount of the Borrowing Base
as set forth in Section 2.7(a)".
2.2 Amendment of Section 2.7(a). The first sentence of Section
2.7(a) of the Agreement is hereby amended to read as follows:
"Effective December 1, 1996, the Borrowing Base shall be
$12,300,000 until June 1, 1997. Effective upon GPC's acquisition of the
oil and gas properties of La/Cal Energy Partners II and certain Oil and
Gas Properties identified as "Group A Properties" in the reserve report
forwarded to the Lender, the Borrowing Base shall be increased to
$22,500,000 until June 1, 1997. "
2.3 Amendment of Section 6.11. Also effective upon such acquisition
GPC will become a Co-Borrower and will pledge such Oil and Gas Properties to the
Lender and Section 6.11 shall be amended to read as follows:
2
"6.11 Consolidated Tangible Net Worth. Permit Consolidated
Tangible Net Worth at any time to be less than $14,500,000 plus, for all
fiscal quarters ending subsequent to December 31, 1996, 50% of positive
Consolidated Net Income and 100% of all cash equity proceeds, net of
expenses incurred in connetion with the offering transaction."
ARTICLE III
CONDITIONS
----------
The obligation of the Lender to amend the 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 Borrower
and Xxxxxxxx, as requested by the Lender;
(b) a Mortgage from GPC, Inc. of Louisiana pledging Oil & Gas
Properties reviewed by the Lender and used for increasing the
Borrowing Base;
(c) new Guaranty of Xxxxxxxx Petroleum Corporation; and
(d) new Note executed by the Borrower.
3.2 Accuracy of Representations and Warranties. The representations
and warranties contained in Article IV of the Agreement and in any other Loan
Document shall be true and correct, except as affected by the transactions
contemplated in the 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 Borrower and Xxxxxxxx hereby expressly re-makes, in favor of
the Lender, all of the representations and warranties set forth in Article IV of
the Agreement and
3
set forth in any other Loan Document to which it is a party, 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 Amendment.
ARTICLE V
RATIFICATION
------------
Each of the parties hereto does hereby adopt, ratify, and confirm the
Agreement and the other Loan Documents to which it is a party, in all things in
accordance with the terms and provisions thereof, as amended by this Amendment
and the documents executed in connection herewith.
ARTICLE VI
MISCELLANEOUS
-------------
6.1 Scope of Amendment. The scope of this Amendment is expressly
limited to the matters addressed herein and this 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 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 Amendment.
6.3 Parties in Interest. All provisions of this Amendment shall be
binding upon and shall inure to the benefit of the Borrower, the Lender,
Xxxxxxxx, and their respective successors and permitted assigns.
6.4 Rights of Third Parties. All provisions herein are imposed
solely and exclusively for the benefit of the parties hereto and their
respective successors and permitted assigns. 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.
6.5 Entire Agreement. THIS AMENDMENT CONSTITUTES THE ENTIRE
AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF AND
SUPERSEDES ANY PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, AMONG SUCH PARTIES
REGARDING THE SUBJECT HEREOF. FURTHERMORE IN THIS REGARD, THIS AMENDMENT, THE
AGREEMENT, AND THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT, COLLECTIVELY, THE
FINAL AGREEMENT AMONG THE PARTIES THERETO AND
4
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
SUCH PARTIES.
6.6 Governing Law. THIS AMENDMENT AND ALL ISSUES ARISING IN
CONNECTION HEREWITH AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING
EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW.
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 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
HOUSTON, XXXXXX COUNTY, TEXAS. EACH OF THE BORROWER AND XXXXXXXX HEREBY SUBMITS
TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT LOCATED IN HOUSTON,
XXXXXX 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 BORROWER, XXXXXXXX,
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 AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT OR THE ACTS OR
OMISSIONS OF THE LENDER IN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF
THIS AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT OR OTHERWISE WITH
RESPECT THERETO. THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT FOR
THE LENDER ENTERING INTO THIS AMENDMENT.
IN WITNESS WHEREOF, this Amendment is executed effective as of the date
first hereinabove written.
BORROWER:
XXXXXXXX PETROLEUM COMPANY OF
LOUISIANA
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
Xxxxxx X. Xxxxxxxx
President
5
GPC, INC. OF LOUISIANA
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------
Xxxxxx X. Xxxxxxxx
President
GUARANTOR:
XXXXXXXX PETROLEUM CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
Xxxxxx X. Xxxxxxxx
President
COMPASS BANK
By: /s/ Xxxxxxx Xxxxxxxx Xxxxxx
-----------------------------
Xxxxxxx Xxxxxxxx Xxxxxx
Vice President
6
