EXHIBIT 10.2
SECOND AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of June 29, 2004, is by and among DELTA PETROLEUM
CORPORATION, a Colorado corporation ("DPC"), DELTA EXPLORATION COMPANY, INC.,
a Colorado corporation ("DECI"), PIPER PETROLEUM COMPANY, a Colorado
corporation ("PPC"), BANK OF OKLAHOMA, N.A., a national banking association,
as Agent ("Agent"), and the Banks (as defined in the Credit Agreement, as
defined below). DPC, DECI and PPC are herein collectively called
"Borrowers.")
RECITALS
A. Borrowers, the Banks and Agent entered into an Amended and Restated
Credit Agreement dated as of December 30,2003, as previously amended (as so
amended, the "Credit Agreement"), in order to set forth the terms upon which
the Banks and/or Agent would make advances to Borrowers and issue letters of
credit at the request of Borrowers and by which such advances and letters of
credit would be governed and repaid. Capitalized terms used herein but not
defined herein shall have the same meanings as set forth in the Credit
Agreement.
B. Borrowers, Agent and the Banks desire that this Amendment be executed
and delivered in order to amend certain terms and provisions of the Credit
Agreement.
AMENDMENT
NOW, THEREFORE, in consideration of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:
1. Credit Agreement. The Credit Agreement shall be, and hereby is,
amended as follows:
(a) By inserting the following at the end of the definition of
"Borrowing Base" on page 4 of the Credit Agreement:
As of June 29, 2004, the Borrowing Base shall be increased
to $70,000,000.
(b) By substituting "June 30, 2007" for "December 31, 2006" in line
1 of the definition of "Maturity Date" on page 10 of the Credit Agreement.
(c) By inserting the following at the end of the definition of
"Maximum Hedging Amount" on page 10 of the Credit Agreement:
As of June 29, 2004, the Maximum Hedging Amount shall be
increased to $20,000,000.
(d) By substituting "$100,000,000" for "$50,000,000" in line 1 of
the definition of "Revolving Commitment" on page 13 of the Credit Agreement,
in line 2 of Section 3(a) on page 18 of the Credit Agreement, and in line 4 of
Section 13(b) on page 47 of the Credit Agreement.
1
(e) By inserting the following at the end of Section 3(b) on page
18 of the Credit Agreement:
As of June 29, 2004, the three (3) Revolving Notes described
above shall be amended to increase the aggregate of their
face amounts to $100,000,000.
(f) By inserting the following at the end of Section 3(c) on page
19 of the Credit Agreement:
After the Maturity Date and during the pendency of any
Event of Default, the Borrowers agree to pay interest
on the Revolving Loan at the Default Rate.
(g) By deleting Section 4(d) on page 23 of the Credit Agreement,
relating to the pledge of the outstanding common stock of Amber Resources
Company.
2. Adjustments. As of June 29, 2004:
(a) The Banks shall be deemed to have made assignments among
themselves of their respective participations in the Revolving Loan such that
their Revolving Commitment Percentages shall be adjusted to the following:
Bank of Oklahoma, N.A. - 43.5714%
U.S. Bank National Association - 35.0000%
Hibernia National Bank - 21.4286%
(b) The Banks shall made such payments among themselves as shall be
required to adjust each Bank's share of the outstanding principal balance of
the Revolving Loan to be in accordance with such Bank's new Revolving
Commitment Percentage, as set forth above.
3. Allonges. Each of the Notes shall be amended, each such amendment
to be effected by an Allonge (the "Allonge"), among Borrowers and the relevant
Bank, to be attached to the respective Note and to be substantially in the
form of Exhibit A-1 attached hereto and made a part hereof, Exhibit A-2
attached hereto and made a part hereof or Exhibit A-3, attached hereto and
made a part hereof, as applicable.
4. Loan Documents. All references in any document to the Credit
Agreement shall be deemed to refer to the Credit Agreement, as amended
pursuant to this Amendment.
5. Conditions Precedent. The obligations of the parties under this
Amendment are subject, at the option of Agent, to the prior satisfaction of
the condition that Borrowers shall have delivered to Agent the following (all
documents to be satisfactory in form and substance to Agent and, if
appropriate, duly executed and/or acknowledged on behalf of the parties other
than Agent and the Banks):
(a) This Amendment.
(b) The Allonges.
2
(c) Any and all other loan documents required by Agent, including
without limitation such amendments and supplements to the Security Documents
as may be required by Agent.
(d) The fee in the amount of $115,500 payable by Borrowers pursuant
to Section 6(a) of the Credit Agreement in connection with the increase in the
Borrowing Base contemplated hereby, such fee to be divided ratably among the
Banks in accordance with the increases in their respective Revolving
Commitments as a result of the increase in the Borrowing Base and the
adjustment of the Banks' respective Revolving Commitment Percentages
contemplated hereby.
6. Certification by Borrowers. Borrowers hereby certify to the Banks
and Agent that, as of the date of this Amendment and after giving effect to
this Amendment, except as previously disclosed in writing by Borrowers to
Agent: (a) all of Borrowers' representations and warranties contained in the
Credit Agreement are true, accurate and complete in all material respects, (b)
Borrowers have performed and complied with all agreements and conditions
required to be performed or complied with by Borrowers under the Credit
Agreement and/or any Loan Document on or prior to this date, and (c) no
Default or Event of Default has occurred under the Credit Agreement.
7. Continuation of the Credit Agreement. Except as specified in this
Amendment, the provisions of the Credit Agreement shall remain in full force
and effect, and if there is a conflict between the terms of this Amendment and
those of the Credit Agreement, the terms of this Amendment shall control.
8. Expenses. Borrowers shall pay all expenses incurred in connection
with the transactions contemplated by this Amendment, including without
limitation all fees and expenses of the attorney for Agent and any and all
filing and recording expenses.
9. Miscellaneous. This Amendment shall be governed by and construed
under the laws of the State of Colorado and shall be binding upon and inure to
the benefit of the parties hereto and their successors and assigns. This
Amendment may be executed in any number of counterparts, each of which shall
be an original, but all of which together shall constitute one instrument.
Delivery of this Amendment or any related document by any party other than
Agent may be effected, without limitation, by faxing a signed counterpart of
the signature page to Agent (any such party hereby agreeing to transmit
promptly thereafter to Agent such number of actual signed counterparts as
Agent may reasonably request).
3
EXECUTED as of the date first above written.
BORROWERS:
DELTA PETROLEUM CORPORATION
By:/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx,
President and Chief
Executive Officer
DELTA EXPLORATION COMPANY, INC.
By:/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx,
President and Treasurer
PIPER PETROLEUM COMPANY
By:/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx,
President and Treasurer
AGENT:
BANK OF OKLAHOMA, N.A.
By:/s/ Xxxxx Rheem
Xxxxx Rheem,
Vice President
BANKS:
BANK OF OKLAHOMA, N.A.
By:/s/ Xxxxx Rheem
Xxxxx Rheem,
Vice President
U.S. BANK NATIONAL ASSOCIATION
By:/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx,
Vice President
HIBERNIA NATIONAL BANK
By:/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx,
Vice President
4
EXHIBIT A-1
ALLONGE
Reference is made to a Promissory Note dated December 30, 2003 (the
"Note"), in the face amount of $25,000,000, made by Delta Petroleum
Corporation, Delta Exploration Company, Inc. and Piper Petroleum Company,
payable to the order of Bank of Oklahoma, N.A.
The Note is hereby modified as follows:
(a) By substituting "$43,571,400" for "$25,000,000" in the caption
of the Note.
(b) By substituting "FORTY-THREE MILLION FIVE HUNDRED SEVENTY-ONE
THOUSAND FOUR HUNDRED AND NO/100 DOLLARS ($43,571,400)" for "TWENTY-FIVE
MILLION AND NO/100 DOLLARS ($25,000,000)" in lines 7 and 8 of the first
paragraph on page 1 of the Note.
EXECUTED as of the date first above written.
DELTA PETROLEUM CORPORATION
By:_____________________________
Xxxxx X. Xxxxxx,
President and Chief
Executive Officer
DELTA EXPLORATION COMPANY, INC.
By:_____________________________
Xxxxx X. Xxxxxx,
President and Treasurer
PIPER PETROLEUM COMPANY
By:_____________________________
Xxxxx X. Xxxxxx,
President and Treasurer
BANK OF OKLAHOMA, N.A.
By:_____________________________
Xxxxx Rheem,
Vice President
A-1-1
EXHIBIT A-2
ALLONGE
Reference is made to a Promissory Note dated December 30, 2003 (the
"Note"), in the face amount of $13,750,000, made by Delta Petroleum
Corporation, Delta Exploration Company, Inc. and Piper Petroleum Company,
payable to the order of U.S. Bank National Association.
The Note is hereby modified as follows:
(a) By substituting "$35,000,000" for "$13,750,000" in the caption
of the Note.
(b) By substituting "THIRTY-FIVE MILLION AND NO/100 DOLLARS
($35,000,000)" for "THIRTEEN MILLION SEVEN HUNDRED FIFTY AND NO/100 DOLLARS
($13,750,000)" in lines 7 and 8 of the first paragraph on page 1 of the Note.
EXECUTED as of the date first above written.
DELTA PETROLEUM CORPORATION
By:_____________________________
Xxxxx X. Xxxxxx,
President and Chief
Executive Officer
DELTA EXPLORATION COMPANY, INC.
By:_____________________________
Xxxxx X. Xxxxxx,
President and Treasurer
PIPER PETROLEUM COMPANY
By:_____________________________
Xxxxx X. Xxxxxx,
President and Treasurer
U.S. BANK NATIONAL ASSOCIATION
By:_____________________________
Xxxxxxx X. Xxxxxx,
Vice President
A-2-1
EXHIBIT A-3
ALLONGE
Reference is made to a Promissory Note dated December 30, 2003 (the
"Note"), in the face amount of $11,250,000, made by Delta Petroleum
Corporation, Delta Exploration Company, Inc. and Piper Petroleum Company,
payable to the order of Hibernia National Bank.
The Note is hereby modified as follows:
(a) By substituting "$21,428,600" for "$11,250,000" in the
caption of the Note.
(b) By substituting "TWENTY-ONE MILLION FOUR HUNDRED TWENTY-EIGHT
THOUSAND SIX HUNDRED AND NO/100 DOLLARS ($2,428,600)" for "ELEVEN MILLION TWO
HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($11,250,000)" in lines 7 and 8 of
the first paragraph on page 1 of the Note.
EXECUTED as of the date first above written.
DELTA PETROLEUM CORPORATION
By:_____________________________
Xxxxx X. Xxxxxx,
President and Chief
Executive Officer
DELTA EXPLORATION COMPANY, INC.
By:_____________________________
Xxxxx X. Xxxxxx,
President and Treasurer
PIPER PETROLEUM COMPANY
By:_____________________________
Xxxxx X. Xxxxxx,
President and Treasurer
HIBERNIA NATIONAL BANK
By:_____________________________
Xxxxx X. Xxxxxxx,
Vice President
A-3-1
