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EXHIBIT 10.2
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FIRST AMENDMENT TO CREDIT AGREEMENT
dated as of
NOVEMBER 27, 2000
among
COHO ENERGY, INC.,
as Borrower,
THE CHASE MANHATTAN BANK,
as Administrative Agent
THE CHASE MANHATTAN BANK,
as Issuing Bank
MEESPIERSON CAPITAL CORP.,
as Documentation Agent
FLEET NATIONAL BANK,
as Syndication Agent
and
THE LENDERS PARTY HERETO
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FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is made as
of November 27, 2000, among COHO ENERGY, INC., a Texas corporation (the
"Borrower"), the various financial institutions as are, or may from time to time
become, parties to the Credit Agreement (the "Lenders"), THE CHASE MANHATTAN
BANK, as administrative agent for the Lenders (the "Administrative Agent"), THE
CHASE MANHATTAN BANK, as Issuing Bank, MEESPIERSON CAPITAL CORP., as
Documentation Agent, and FLEET NATIONAL BANK, as Syndication Agent.
WITNESSETH:
WHEREAS, the Borrower, the Lenders, the Agents and the Issuing Bank
have heretofore entered into that certain Credit Agreement, dated as of March
31, 2000 (together with all amendments, supplements, restatements and other
modifications, if any, from time to time thereafter made thereto, the "Credit
Agreement"), and
WHEREAS, the Borrower, the Lenders, the Agents and the Issuing Bank now
intend to amend the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, each of the Borrower, the Lenders, the Agents, and
the Issuing Bank hereby agree as follows:
SECTION 1. Defined Terms. All capitalized terms used but not otherwise
defined herein shall have the meanings given in the Credit Agreement, as amended
by this Amendment.
SECTION 2. Amendments to Credit Agreement.
a. Section 5.16 of the Credit Agreement hereby is amended in its
entirety to the following:
" SECTION 5.16 Title Matters. (i) Prior to December 31, 2000,
favorable title opinions and/or title reports as to the status of title
to and Liens affecting the Amoco Properties containing at least
thirty-seven and one-half percent (37.5%) of the Proven Reserves as of
the Effective Date attributable to the Amoco Properties, and (ii) prior
to February 15, 2001, favorable title opinions and/or title reports as
to the status of title to and Liens affecting the Amoco Properties
containing at least an additional thirty-seven and one-half percent
(37.5%) of the Proven Reserves as of the Effective Date attributable to
the Amoco Properties, each such title opinion and/or title report to be
addressed to the Administrative Agent and the Lenders and issued by
counsel to the Borrower, satisfactory to the Administrative Agent in
its reasonable discretion. Such opinions and/or title reports may
contain (i) in the case of any Amoco Properties comprised of oil and
gas leases or interests therein, or participating
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mineral interests substantially all of which were acquired by Amoco
Production Company or any of its Affiliates or Mobil Oil Corporation,
Mobil Rocky Mountain, Inc. or any of their Affiliates or any corporate
predecessors of any of them and held by such entities for more than
twenty-five (25) years prior to the acquisition thereof by Coho
Acquisitions Company, assumptions regarding the status of title to the
lands covered by such oil and gas leases or interests therein at the
time of such lease or mineral acquisition by such predecessors in
title, and (ii) subject to the consent of the Administrative Agent,
such other reasonable assumptions, exceptions and qualifications as are
customary for opinions or reports of that type."
b. Section 5.17 of the Credit Agreement hereby is amended in its
entirety to the following:
" SECTION 5.17 Florabama Settlement. Within ten (10) Business Days
of any of the Borrower, Coho Resources, Inc., Coho Oil & Gas, Inc.,
Coho Exploration, Inc., Coho Louisiana Production Company or Interstate
Natural Gas Company entering into an agreement or other settlement
resolving, in whole or in part, the claims of Florabama Associates,
Ltd. against the Borrower or such Subsidiaries of the Borrower in
connection with the Bankruptcy Case (the "Settlement"), the Borrower
will deliver to the Administrative Agent a copy of the Settlement
Agreement certified as of the date thereof by the Secretary or
Assistant Secretary of the Borrower (i) to be a true, correct and
complete copy of such Settlement Agreement and (ii) not to have been
amended or rescinded from the form so certified. Within ten
(l0) Business Days of the Bankruptcy Court approving such Settlement
Agreement, the Borrower will deliver to the Administrative Agent a copy
of any order of the Bankruptcy Court and any other documentation
associated with the Settlement Agreement certified as of the date
thereof by the Secretary or Assistant Secretary of the Borrower (i) to
be true, correct and complete copies of such documents and (ii) not to
have been amended or rescinded from the form so certified and to be in
full force and effect."
c. Article VI of the Credit Agreement hereby is amended by inserting
the following Section 6.17 after Section 6.16 thereof:
" SECTION 6.17 Florabama Settlement. The Borrower will not, and
will not permit Coho Resources, Inc., Coho Oil & Gas, Inc., Coho
Exploration, Inc., Coho Louisiana Production Company or Interstate
Natural Gas Company to, enter into a Settlement Agreement either (i) in
violation of the terms and conditions of the Confirmation Order or (ii)
in an aggregate amount for all amounts to be paid by the Borrower and
any of its Subsidiaries in connection with the Settlement Agreement in
excess of $1,047,000."
SECTION 3. Representations and Warranties. To confirm each Lender's
understanding concerning Borrower and its businesses, properties and
obligations, and to induce the Agents, the
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Issuing Bank and each Lender to enter into this Amendment, the Borrower hereby
reaffirms to the Agents, the Issuing Bank and each Lender that, as of the date
hereof, its representations and warranties contained in Article III of the
Credit Agreement and in the other Loan Documents to which it is a party (except
to the extent such representations and warranties relate solely to an earlier
date) are true and correct and additionally represents and warrants as follows:
a. The execution, delivery and performance by the Borrower of this
Amendment and each other Loan Document executed or to be executed by
it, and the execution, delivery and performance by each other Obligor
of each Loan Document executed or to be executed by it, are within the
Borrower's and each such Obligor's corporate, limited liability company
and/or partnership powers, and have been duly authorized by all
necessary corporate, limited liability company and/or partnership
action, and if required, stockholder, member and/or partner action.
This Amendment has been duly executed and delivered by the Borrower and
this Amendment and the Credit Agreement as amended by this Amendment
each constitute, and each other Loan Document executed or to be
executed by any Obligor, when executed and delivered by such Obligor,
will constitute, a legal, valid and binding obligation of the Borrower
or such Obligor (as the case may be), enforceable in accordance with
their respective terms.
b. The execution, delivery and performance by the Borrower of this
Amendment, the Credit Agreement and each other Loan Document executed
or to be executed by it, and the execution, delivery and performance by
each other Obligor of each Loan Document executed or to be executed by
it, (a) do not require any Governmental Approval or third party
approvals, except such as have been obtained or made and are in full
force and effect and except filings necessary to perfect Liens created
under the Loan Documents, (b) will not violate any applicable
Governmental Rule or the Organic Documents of the Borrower or any such
Obligor or any order of any Governmental Authority, (c) will not
violate or result in a default under any indenture, agreement or other
instrument binding upon the Borrower or any such Obligor or its assets,
or give rise to a right thereunder to require any payment to be made by
the Borrower or any such Obligor, and (d) will not result in the
creation or imposition of any Lien on any asset of the Borrower or any
such Obligor except Liens created under the Loan Documents.
SECTION 4. Effectiveness. This Amendment shall become effective as of
the date hereof when counterparts hereof executed on behalf of the Borrower and
the Required Lenders (or notice thereof satisfactory to the Administrative
Agent) shall have been received by the Administrative Agent.
SECTION 5. Reaffirmation of Credit Agreement. This Amendment
constitutes a "Loan Document" as defined in the Credit Agreement and shall be
deemed to be an amendment of the Credit Agreement, and the Credit Agreement, as
amended and restated hereby, is hereby ratified, approved and confirmed in each
and every respect. All references to the Credit Agreement in any other document,
instrument, agreement or writing shall hereafter be deemed to refer to the
Credit Agreement as amended by this Amendment.
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SECTION 6. Counterparts. This Amendment may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute
one and the same Amendment.
SECTION 7. GOVERNING LAW. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAW OF THE
STATE OF TEXAS WITHOUT GIVING EFFECT TO CHOICE OF LAW PRINCIPLES.
SECTION 8. Severability. Any provision of this Amendment held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.
SECTION 9. Entire Agreement. THIS WRITTEN AMENDMENT AND THE OTHER LOAN
DOCUMENTS 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 ORAL AGREEMENTS BETWEEN THE PARTIES.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
COHO ENERGY, INC.
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
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THE CHASE MANHATTAN BANK,
individually as a Lender and as
Administrative Agent
By: /s/ XXXXXXX X. XXXXXXX
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Name: XXXXXXX X. XXXXXXX
Title: VICE PRESIDENT
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THE CHASE MANHATTAN BANK,
as Issuing Bank
By: /s/ XXXXXXX X. XXXXXXX
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Name: XXXXXXX X. XXXXXXX
Title: VICE PRESIDENT
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FORTIS CAPITAL CORP (formerly
MEESPIERSON CAPITAL CORP.)
individually as a Lender and as
Documentation Agent
By: /s/ XXXXXXXXXXX X. XXXXXX
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Name: XXXXXXXXXXX X. XXXXXX
Title: VICE PRESIDENT
By: /s/ XXXXXXX X. XXXXXX
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Name: XXXXXXX X. XXXXXX
Title: MANAGING DIRECTOR
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FLEET NATIONAL BANK, individually as a
Lender and as Syndication Agent
By: /s/ XXXXXXXX XXXXX
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Name: XXXXXXXX XXXXX
Title: DIRECTOR
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CREDIT LYONNAIS, NEW YORK
BRANCH, individually as Lender
By: /s/ PHILIPPE SOUSTRA
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Name: Philippe Soustra
Title: Senior Vice President
By:
----------------------------------
Name:
Title:
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ABN AMRO BANK N.V., individually as
Lender
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Vice President
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GENERAL ELECTRIC CAPITAL
CORPORATION, individually as Lender
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
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CIBC INC., individually as Lender
By: /s/ M. XXXX XXXXXX
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Name: M. XXXX XXXXXX
Title: AUTHORIZED SIGNATORY
By:
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Name:
Title:
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CREDIT AGRICOLE INDOSUEZ,
individually as Lender
By: /s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
Title: FVP, Manger
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President, Credit Analysis
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NATEXIS BANQUES POPULAIRES,
individually as Lender
By: /s/ XXXXXXX X. XXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
By: /s/ XXXXXX X. X'XXXXXX
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Name: Xxxxxx X. x'Xxxxxx
Title: Senior Vice President and
Regional Manager
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