THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement dated March 13, 2000, but to be
effective as provided for in Section 5 below, (this "AMENDMENT"), is among
FORTUNE NATURAL RESOURCES CORPORATION, a Delaware corporation (the "BORROWER"),
CREDIT LYONNAIS NEW YORK BRANCH, as Agent (the "AGENT"), and the lenders party
to the Credit Agreement defined below (the "LENDERS"). Capitalized terms used in
this Amendment and not otherwise defined herein shall have the meanings given to
them in the Credit Agreement.
PRELIMINARY STATEMENTS:
WHEREAS, the Borrower, the Agent and the Lenders have entered into that
certain Credit Agreement dated as of July 11, 1997(as modified and amended from
time to time, the "CREDIT AGREEMENT"); and
WHEREAS, the Borrower has requested and the Agent and Lenders have agreed,
upon the following terms and conditions, to amend the Credit Agreement to, among
other things, extend the Stated-Termination Date from January 11, 2000 to
January 31, 2001, and establish a fixed Borrowing Base in the amount of
$10,000.00 during the period of time from January 11, 2000 through January 31,
2001 (the "EXTENSION PERIOD").
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:
SECTION 1.AMENDMENT TO SECTION 1.1. Section 1.1 of the Credit Agreement,
as such Section was previously amended by the Second Amendment to Credit
Agreement dated August 25, 1999, is hereby amended by deleting the existing
definition of "Stated-Termination Date" in its entirety and inserting in lieu
thereof the following:
"STATED-TERMINATION DATE means January 31, 2001."
SECTION 2.AMENDMENT TO SECTION 2.1 (B). Section 2.1(b) of the Credit
Agreement is hereby amended by deleting the reference to "$100,000" in the first
line thereof, and replacing it with "$10,000" so that as amended Section 2.1(b)
shall read as follows:
"(b) Each Borrowing may only be $10,000 or a greater integral
multiple of $10,000 if a Base-Rate Borrowing or $500,000 or a greater
integral multiple of $100,000 if a LIBOR-Rate Borrowing;"
SECTION 3.AMENDMENT TO BORROWING BASE. Notwithstanding the language
contained in Section 2.6 or any other Section of the Credit Agreement, during
the entire term of the Extension Period, the Borrowing Base shall be fixed at
$10,000 and there shall be no redetermination of the Borrowing Base without the
prior written consent of the Agent.
SECTION 4.AMENDMENT TO SECTION 10.3. Section 10.3 of the Credit Agreement,
as such Section was previously amended by the First Amendment to Credit
Agreement dated November 3, 1997, is hereby amended by deleting the reference to
"$1,028,000" and replacing it with "$200,000" so that as amended Section 10.3
shall read as follows:
"10.3 Coverage of Subordinated Debentures (10-1/2%). The value of all
investments of Borrower permitted pursuant to paragraphs 1-8 on Schedule
9.8, plus all cash on hand, to be less than $200,000 at any time during
which any Subordinated Debentures (10-1/2%) remain outstanding."
SECTION 5.CONDITIONS OF EFFECTIVENESS. Upon receipt by the Agent of
counterparts of this Amendment duly executed by the Borrower, this Amendment
shall be deemed effective on and as of January 11, 2000.
SECTION 6.REPRESENTATIVES AND WARRANTIES. The Borrower
represents and warrants as follows:
(a) The execution, delivery and performance by the Borrower of this
Amendment and the Credit Agreement, as amended hereby, and the
consummation of the transactions contemplated hereby and thereby are
within the Borrower's powers as a corporation, have been duly authorized
by all necessary corporate action and do not (I) contravene the Borrower's
articles of incorporation, by-laws or any other charter documents, (ii)
violate any law, rule, regulation, order, writ, judgment, injunction,
decree, determination, or award applicable to the Borrower, (iii) conflict
with or result in the breach of, or constitute a default under, any
agreement or instrument binding on or affecting the Borrower or any of its
properties or (iv) result in or require the creation or imposition of any
Lien upon or with respect to any of the assets of the Borrower.
(b) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body or any other
third party is required for the due execution, delivery or performance by
the Borrower of this Amendment or the Credit Agreement, as amended hereby,
or for the consummation of the transactions contemplated hereby and
thereby.
(c) This Amendment has been duly executed and delivered by the
Borrower. This Amendment and the Credit Agreement, as amended hereby, are
the legal, valid and binding obligation of the Borrower enforceable
against the Borrower in accordance with its terms.
SECTION 7.REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS:
(a) Upon the effectiveness hereof, on and after the date hereof each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and
each reference in the other Loan Documents to the Credit Agreement,
"thereunder", "thereof" or words of like import referring to the Credit
Agreement 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 in all
respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any
rights, power or remedy of any Lender under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
SECTION 8.GOVERNING LAW. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
SECTION 9.EXECUTION IN COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 10. NUMBER OF BANKS. Although initially Credit Lyonnais New York
Branch is the only Lender party hereto, there may be multiple Lenders party
hereto from time to time as a result of one or more assignments pursuant to this
Agreement. Accordingly, various provisions contemplate that the Borrowings will
consist of multiple loans or otherwise contemplate that more than one Lender is
a party hereto. So long as only one Lender is a party hereto, references to
multiple loans or Notes shall include a single loan or Note, as the case may be,
where appropriate, and references to multiple Lenders shall mean such Lender.
SECTION 11. FINAL AGREEMENT. THIS WRITTEN AGREEMENT
REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
FORTUNE NATURAL RESOURCES
CORPORATION, a Delaware corporation
By: /s/ J. Xxxxxxx Xxxxx
-------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Vice President and CFO
CREDIT LYONNAIS NEW YORK BRANCH, as
Agent and a Lender
By: /s/ Philippe Soustra
------------------------------------
Name: Philippe Soustra
Title: Senior Vice President
