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EXHIBIT 10.15
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT is made and entered into
effective as of the 12th day of March, 1997 (this "Amendment") among DLB OIL &
GAS, INC., a corporation formed under the laws of the State of Oklahoma (the
"Borrower"); each of the lenders that is or become a party to the Credit
Agreement (defined below) (individually, together with its successors and
assigns, a "Lender" and, collectively, the "Lenders"); and THE CHASE MANHATTAN
BANK, a New York banking corporation (in its individual capacity, "Chase"), as
agent for the Lenders (in such capacity, together with its successors in such
capacity, the "Agent").
R E C I T A L S
A. The Borrower, the Agent and the Lenders have entered into that
certain Credit Agreement dated as of March 5, 1997 (The "Credit Agreement"),
pursuant to which the Lenders agreed to make certain loans to and extensions of
credit on behalf of the Borrower upon the terms and conditions as provided
therein.
B. The Borrower and the Lenders now desire to make certain amendments
and supplements to the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration and the mutual benefits, covenants and agreements herein
expressed, the parties hereto now agree as follows:
Section 1. All capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Credit Agreement. Section 1.02 of the Credit Agreement is hereby supplemented,
where alphabetically appropriate, with the addition of the following
definitions:
"Escrow Obligation" shall mean all of Borrower's obligations
under that certain Escrow Agreement dated March 12, 1997 among
Borrower, Texaco and The Chase Manhattan Bank as escrow agent.
"Texaco Plugging and Abandonment Obligation" shall mean all
obligations of Borrower with respect to plugging, replugging and
abandonment the oil and gas xxxxx and injection and disposal xxxxx
owned or operated by Borrower and related to the West Xxxx Xxxxxxx Bay
property purchased from Texaco, (i) encompassed within the definition
of "Assumed Obligations" in the Texaco Purchase Agreement, and (ii)
encompassed within Section 2.7 (b) of the Texaco Purchase Agreement.
"WRT Plan" shall mean that certain Second Amended Joint Plan
of Reorganization under Chapter 11 of the United States Bankruptcy
Code regarding WRT Energy Corporation, as debtor, under Case No.
96BK50212.
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Section 2. Clause (b) of the definition of the term "Excess Cash Flow"
is amended in its entirety to hereafter read as follows:
"(b) the sum of (i) the greater of (x) one quarter of the
scheduled Capital Expenditures (excluding capitalized interest and
general and administrative expenses) for the current fiscal year as
set forth in the most recently delivered Reserve Report and (y) the
amount of cash actually expended by the Borrower and its Subsidiaries
in such period with respect to such Capital Expenditures; provided,
however that the total amount of Capital Expenditures deducted
pursuant to this clause (i) for any fiscal year of the Borrower and
its Subsidiaries shall not exceed the total amount of Capital
Expenditures as set forth on such Reserve Report; and (ii) the
aggregate amount of Debt Service for such period."
Section 3. Subsection 2.09(a) is amended by deleting "$85,000,000" in
the second line thereof and inserting in lieu thereof the figure $80,000,000.
Section 4. Subsection 6.04(b) is hereby amended in its entirety to
hereafter read as follows:
"(b) Simultaneously with such funding the Borrower shall
have purchased the Texaco Property."
Section 5. Section 7.07 is hereby amended in its entirety to hereafter
read as follows:
"Section 7.07. Use of Loans. Until such time as the Borrowing Base is
reduced to the Threshold Amount, the proceeds of the Loans shall be
used solely to purchase the Texaco Properties, refinancing of assets
acquired prior to the Closing Date, Capital Expenditures permitted
under Section 9.23 and for the Borrower's general working capital.
After the Borrowing Base has been reduced to the Threshold Amount the
proceeds of the Loans may be used for the Borrower's general corporate
purposes, including, without limitation, the exploration, acquisition
and development of direct oil and gas interest and the acquisition of
Persons owning direct oil and gas interests. The Borrower is not
engaged principally, or as one of its important activities, in the
business of extending credit for the purpose, whether immediate,
incidental or ultimate, of buying or carrying margin stock (within the
meaning of Regulation U or X of the Board of Governors of the Federal
Reserve System) and no part of the proceeds of any Loan hereunder will
be used to buy or carry any margin stock (except the WRT Energy
Corporation 13 7/8% Senior Notes listed in Schedule 9.03 hereof)."
Section 6. Subsection 7.10(f) is hereby amended in its entirety to
hereafter read as follows:
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"(f) Following the Borrower's acquisition of the Texaco
Property or Other Acquisition, the representations contained in this Section
7.10 shall be true and correct with respect to such Texaco Property or
Properties acquired pursuant to the Other Acquisition except as follows:
(i) The Borrower may have the Texaco Plugging and
Abandonment Obligation.
(ii) The Borrower may grant a security interest and
assignment of the production proceeds from the West Xxxx
Xxxxxxx Bay property purchased from Texaco in favor of
Texaco to secure an aggregate amount of up to
$15,000,000 incurred in connection with the Texaco
Plugging and Abandonment Obligation and the Escrow
Obligation."
Section 7. Section 7.21 is hereby amended by adding the words "other
than the Texaco Purchase Agreement" at the end of that paragraph.
Section 8. A new Section 7.24 is hereby added to hereafter read as
follows:
"Section 7.24 Certain representations regarding the Texaco
Property. Upon the Borrower's acquisition of the Texaco
Property the Borrower represents that it shall have obtained
all Governmental and other approvals other than approval from
the Louisiana State Mineral Board (which approval should be
obtained within 30 days from date of acquisition), the Texaco
Properties will be free and clear of all encumbrances other
than the lien in favor of Texaco described in Section
7.10(f)(ii) and the obligation to contribute the Texaco
Property to WRT Energy Corporation pursuant to the WRT Plan.
Further Borrower represents that following the acquisition of
the Texaco Property the Borrower will have no material
continuing obligations to Texaco other that the Plugging and
Abandonment Obligations, the Escrow Obligations and
obligations referred to in the Global Settlement referred to
in the Texaco Purchase Agreement."
Section 9. Subsection 8.07(a) is hereby amended by adding the words
"other than the West Xxxx Xxxxxxx Bay property purchased from Texaco," in the
second line thereof following the figures $100,000,"
Section 10. Section 8.07 is amended by adding the following
additional clauses (c) and (d) to hereafter read as follows:
"(c) Within 10 Business Day following confirmation of the WRT
Plan, the Borrower will grant a first and prior security interest to the Agent
as security for the Indebtedness in all common stock and other securities of
WRT Energy Corporation or its
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successors received and to be received by the Borrower pursuant to the WRT
Plan, such security interest to be in a form and substance satisfactory to the
Agent."
"(d) Upon the earlier to occur of (i) the conversion of the
WRT Chapter 11 bankruptcy proceeding to a Chapter 7 proceeding, (ii) the
Borrower withdrawing from the WRT Plan, and (iii) the passing of one (1) year
from the Closing Date without confirmation of the WRT Plan, Borrower will grant
a security interest, mortgage or other appropriate Lien in a form and substance
satisfactory to the Agent, as security for the Indebtedness, in the following:
(i) the Texaco Property, such Lien to be subject to the Lien
in favor of Texaco described in Section 7.10(f)(ii) and
to the consent of Texaco called for in the Texaco
Purchase Agreement, which consent Borrower agrees to use
its best efforts to obtain;
(ii) all of the 13-7/8% Senior Notes of WRT Energy
Corporation due 2002 owned by the Borrower including,
without limitation, those described in Schedule 9.03
hereof."
Section 11. Section 9.01 is hereby amended by adding a new clause (i)
to hereafter read as follows:
"(i) the Texaco Plugging and Abandonment Obligation."
Section 12. Section 9.02 is hereby amended by adding a new clause (e)
to hereafter read as follows:
"(e) A security interest and assignment of the production
proceeds from the West Xxxx Xxxxxxx Bay property purchased from Texaco
to secure the Texaco Plugging and Abandonment Obligation and the
Escrow Obligation."
Section 13. Section 9.16 is hereby amended by deleting the word "and"
immediately prior to clause (iii) in the fifth line thereof and adding the
following after the word "aggregate" at the end of the paragraph "and (iv)
transfer of the Texaco Property, the 13-7/8% Senior Notes of WRT Energy
Corporation due 2002 described in Schedule 9.03 hereto and the mechanics and
materialman liens described in Schedule 9.03 hereto to WRT Energy Corporation
upon confirmation of WRT Plan."
Section 14. Section 9.19 is amended by adding the following words at
the beginning of the sentence "Except for stock of WRT Energy Corporation
acquired pursuant to the WRT Plan,".
Section 15. Section 9.20 is hereby amended by adding the following
words at the beginning of the sentence "Except as provided in the Texaco
Purchase Agreement,".
Section 16. Section 9.23 is amended by deleting the words "sum of
(i)" in the third line and also deleting the words "and (ii) $5,000,000" at the
end of the paragraph.
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Section 17. This Amendment shall become binding when the Agent shall
have received the following:
(a) counterparts of this Amendment executed by the Borrower
and the Lenders;
(b) any fees due the Agent and Bank of Oklahoma as provided in
the amendment of even date herewith to the Fee Letter; and
(c) such other documents as the Agent or its counsel may
reasonably request.
Section 18. The parties hereto hereby acknowledge and agree that,
except as specifically supplemented and amended, changed or modified hereby,
the Credit Agreement shall remain in full force and effect in accordance with
its terms.
Section 19. The Borrower hereby reaffirms that as of the date of this
Amendment, the representations and warranties made by the Borrower in Article
VII of the Credit Agreement as hereby amended are true and correct on the date
hereof as though made on and as of the date of this Amendment.
Section 20. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
Section 21. Reference o and Effect on Credit Agreement.
(a) On or after the date first written above, each reference
in the Credit Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or works of like import, and each
reference to the Credit Agreement in any certificate or
other document or instrument delivered in connection
therewith, shall mean and be a reference to the Credit
Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement
is and shall continue to be in full force and effect and
is hereby rarified and confirmed.
Section 22. This Amendment may be executed in two or more
counterparts, and it shall not be necessary that the signatures of all parties
hereto be contained on any one counterpart hereof; each counterpart shall be
deemed an original, but all of which together shall constitute one and the same
instrument. A facsimile signature shall be effective as a counterpart.
Section 23. THE CREDIT AGREEMENT, THIS AMENDMENT, THE NOTES THE FEE
LETTER AND THE SECURITY INSTRUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN OR ORAL
AGREEMENTS BETWEEN THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed effective as of the date first above written.
BORROWER: DLB OIL & GAS, INC.
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Chief Financial Officer
AGENT AND LENDER: THE CHASE MANHATTAN BANK
By:
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Name:
Title:
BANK OF OKLAHOMA, N.A.
By:
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Name:
Title:
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