FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 30, 2006 among GOODRICH PETROLEUM COMPANY, L.L.C., as Borrower, BNP PARIBAS, as Administrative Agent, and The Lenders Party Hereto
Exhibit 10.2
Execution Version
FOURTH AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of
November 30, 2006
among
XXXXXXXX PETROLEUM COMPANY, L.L.C.,
as Borrower,
as Borrower,
BNP PARIBAS,
as Administrative Agent,
as Administrative Agent,
and
The Lenders Party Hereto
FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fourth
Amendment”) dated as of November 30, 2006, is among XXXXXXXX PETROLEUM COMPANY, L.L.C.,
a Louisiana limited liability company (“Borrower”); each of the undersigned Guarantors
(collectively, the “Guarantors”); BNP PARIBAS, as administrative agent (in such capacity,
together with its successors in such capacity, “Administrative Agent”) for the lenders
party to the Credit Agreement referred to below (collectively, the “Lenders”); and the
undersigned Lenders.
RECITALS
A. Borrower, Administrative Agent and the Lenders are parties to that certain Amended and
Restated Credit Agreement dated as of November 17, 2005, as amended by the First Amendment to
Amended and Restated Credit Agreement, dated December 14, 2005, the Second Amendment to Amended and
Restated Credit Agreement, dated June 21, 2006 and the Third Amendment to Amended and Restated
Credit Agreement, dated August 30, 2006 (the “Credit Agreement”), pursuant to which the
Lenders have made certain loans to and other extensions of credit on behalf of Borrower.
B. Borrower has requested, and the Lenders have agreed, to amend certain provisions of the
Credit Agreement.
C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined
herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all
article and section references in this Fourth Amendment refer to articles and sections of the
Credit Agreement.
Section 2. Amendments to Credit Agreement.
2.1 Definitions. Section 1.1 is hereby amended by deleting the definition of
“Tangible-Net Worth” and amending or adding the following definitions:
“Agreement” means this Amended and Restated Credit Agreement, as amended by
the First Amendment to Amended and Restated Credit Agreement, dated December 14,
2005, the Second Amendment to Amended and Restated Credit Agreement, dated June 21,
2006, the Third Amendment to Amended and Restated Credit Agreement, dated August 30,
2006 and the Fourth Amendment to Amended and Restated Credit Agreement, dated
November 30, 2006.
“Convertible Notes” means the $125,000,000 aggregate principal amount of
Convertible Senior Notes due 2026 issued by Xxxxxxxx Petroleum Corporation, or up to
$175,000,000 aggregate principal amount to the extent the option to
purchase additional Convertible Notes is exercised in full as set forth in the
purchase agreement relating to the initial purchase of the Convertible Notes.
“Total Debt” means, at any date, all Debt of the Companies on a consolidated
basis, excluding (i) non-cash obligations under Financial Accounting Standards 133
and (ii) accounts payable and other accrued liabilities (for the deferred purchase
price of Property or services) from time to time incurred in the ordinary course of
business which are not greater than sixty (60) days past the date of invoice or
delinquent or which are being contested in good faith by appropriate action and for
which adequate reserves have been maintained in accordance with GAAP.
2.2 Section 9.9(a). Section 9.9(a) is hereby amended and restated in its entirety as
follows:
(a) Distributions. No Restricted Company may declare, make, or pay any
Distribution except Distributions paid in the form of additional common stock, and
distributions to any other Restricted Company; provided, however,
that Xxxxxxxx may make regularly scheduled interest payments, in cash, on the
Convertible Notes and, so long as no Potential Default or Borrowing Base Deficiency
exists or would result therefrom, Xxxxxxxx may pay regularly scheduled dividends, in
cash, on the Existing Preferred Stock.
2.3 Section 9.9(b). Section 9.9(b)(iii) is hereby deleted in its entirety.
2.4 Section 9.9(c). Section 9.9 is hereby amended by adding the following Section
9.9(c):
(c) Redemption of Convertible Notes; Amendment of Indenture. Borrower
will not, and will not permit any Restricted Company to: (i) call, make, or offer to
make any optional or voluntary prepayment of the Convertible Notes in cash, (ii)
convert the Convertible Notes into Equity Interests other than common stock or (iii)
amend, modify, waive or otherwise consent or agree to any material amendment,
modification or waiver to the indenture governing the Convertible Notes, provided
that the foregoing shall not prohibit the execution of supplemental agreements to
add guarantors if required by the terms thereof provided that any such guarantor
also guarantees the Obligation pursuant to a written guaranty in form and substance
satisfactory to Administrative Agent and each of Borrower and such guarantor
otherwise complies with Section 5.1.
2.5 Section 10.3. Section 10.3 is hereby amended and restated in its entirety as
follows:
“Section 10.3 Debt to EBITDAX Ratio. The ratio of Total Debt of the
Companies as of such time to EBITDAX for the four fiscal quarters ending on the last
day of the fiscal quarter immediately preceding the date of determination for which
financial statements are available to be greater than 3.5 to 1.0.”
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2.6 Schedule 9.2. Schedule 9.2 is hereby amended by adding the following item
#11:
“11. Debt under the Convertible Notes, provided that (a) the principal amount of
such Convertible Notes does not exceed $175,000,000 in the aggregate and (b) a
portion of the net proceeds from the issuance of such Convertible Notes is used to
repay the Debt under the Second Lien Notes such that concurrently with the issuance
of the Convertible Notes, all amounts due under the Second Lien Term Loan Documents
are paid in cash in full.”
2.7 Schedule 9.8. Schedule 9.8 is hereby amended by adding the following item
#12:
“12. Loans of Equity Interests of Xxxxxxxx Petroleum Corporation under agreements
entered into in connection with the Convertible Notes offering.”
Section 3. Conditions Precedent. This Fourth Amendment shall not become effective
until the date on which each of the following conditions is satisfied (or waived in accordance with
Section 14.8 of the Credit Agreement) (the “Effective Date”):
3.1 The Administrative Agent shall have received from the Determining Lenders, the Borrower
and the Guarantors, counterparts (in such number as may be requested by Administrative Agent) of
this Fourth Amendment signed on behalf of such Persons.
3.2 The Administrative Agent shall have received a certificate from a Responsible Officer of
Borrower certifying that attached thereto is a true and correct copy of the indenture governing the
Convertible Notes and the indenture shall be in form and substance satisfactory to the
Administrative Agent and the Determining Lenders.
3.3 The Administrative Agent shall have received such other documents as Administrative Agent
or special counsel to Administrative Agent may reasonably request.
3.4 No Default shall have occurred and be continuing, after giving effect to the terms of this
Fourth Amendment.
Section 4. Miscellaneous.
4.1 Confirmation. The provisions of the Credit Agreement, as amended by this Fourth
Amendment, shall remain in full force and effect following the effectiveness of this Fourth
Amendment.
4.2 Ratification and Affirmation; Representations and Warranties. Borrower and each
Guarantor hereby (a) acknowledges the terms of this Fourth Amendment; (b) ratifies and affirms its
obligations under, and acknowledges, renews and extends its continued liability under, each Loan
Document to which it is a party and agrees that each Loan Document to which it is a party remains
in full force and effect, except as expressly amended or modified hereby, notwithstanding the
amendments and modifications contained herein and (c) represents and warrants to the Lenders that
as of the date hereof, after giving effect to the terms of this Fourth Amendment: (i) all of the
representations and warranties contained in each Loan Document to which it is a party are true and
correct, except to the extent any such representations and
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warranties are expressly limited to an earlier date, in which case, such representations and
warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default
has occurred and is continuing and (iii) since November 17, 2005, there has been no event,
development or circumstance that has had or could reasonably be expected to have a Material Adverse
Event.
4.3 Loan Document. This Fourth Amendment is a “Loan Document” as defined and
described in the Credit Agreement and all of the terms and provisions of the Credit Agreement
relating to Loan Documents shall apply hereto.
4.4 Counterparts. This Fourth Amendment may be executed by one or more of the parties
hereto in any number of separate counterparts, and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. Delivery of this Fourth Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.
4.5 NO ORAL AGREEMENT. THIS FOURTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
4.6 GOVERNING LAW. THIS FOURTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY
AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF TEXAS.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly
executed as of the date first written above.
| BORROWER: | XXXXXXXX PETROLEUM COMPANY, L.L.C. |
|||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer |
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| GUARANTORS: | XXXXXXXX PETROLEUM CORPORATION |
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| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer |
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| XXXXXXXX PETROLEUM COMPANY — LAFITTE, L.L.C. |
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| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer |
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| ADMINISTRATIVE AGENT: | BNP Paribas, as a Lender and as Administrative Agent |
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| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Pally Xxxxxx | |||
| Name: | Pally Xxxxxx | |||
| Title: | Vice President | |||
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| LENDERS: | Comerica Bank, as Lender |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Vice President | |||
| BMO Capital Markets Financing, Inc. (formerly known as Xxxxxx Xxxxxxx Financing, Inc.), as Lender |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| The Prudential Insurance Company of America, as Lender |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| Deutsche Bank Trust Company Americas, as Lender |
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| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
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