SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 11, 2010 among OASIS PETROLEUM NORTH AMERICA LLC, as Borrower, THE GUARANTORS PARTY HERETO, BNP PARIBAS as Administrative Agent, and THE LENDERS PARTY HERETO
Exhibit 10.18
Execution Version
SECOND AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of August 11, 2010
among
OASIS PETROLEUM NORTH AMERICA LLC,
as Borrower,
THE GUARANTORS PARTY HERETO,
BNP PARIBAS
as Administrative Agent,
and
THE LENDERS PARTY HERETO
SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second
Amendment”) dated as of August 11, 2010, among OASIS PETROLEUM NORTH AMERICA LLC, a Delaware
limited liability company (the “Borrower”), the Guarantors party hereto (the
“Guarantors” and collectively with the Borrower, the “Obligors”); each of the
lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and
BNP PARIBAS, as administrative agent for the Lenders (in such capacity, together with its
successors in such capacity, the “Administrative Agent”).
R E C I T A L S
A. The Parent, the Borrower, the Administrative Agent and the Lenders are parties to that
certain Amended and Restated Credit Agreement dated as of February 26, 2010, as amended by that
certain First Amendment to Amended and Restated Credit Agreement and Consent dated as of June 3,
2010 (as may be further amended, the “Credit Agreement”), pursuant to which the Lenders
have made certain credit available to and on behalf of the Borrower.
B. The Borrower, the Guarantors, the Administrative Agent 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, as amended by this Second
Amendment. Unless otherwise indicated, all section references in this Second Amendment refer to
sections of the Credit Agreement.
Section 2. Amendments to Credit Agreement.
2.1 Amendments to Section 1.02.
(a) The definition of “Agreement” is hereby amended in its entirety to read as
follows:
“Agreement” means this Credit Agreement, as amended by the First
Amendment and as further amended by the Second Amendment, as the same may be further
amended or supplemented from time to time.
(b) The definition of “Current Production” is hereby amended in its entirety to read
as follows:
“Current Production” means the lesser of (a) the prior month’s production of
each of crude oil and natural gas, calculated separately, of the Borrower and its
Subsidiaries and (b) the forecasted production, as reasonably determined by the Borrower, of
each of
crude oil and natural gas, calculated separately, of the Borrower and its Subsidiaries
for each month for the period ending no sooner than the latest month for which volumes are
hedged under Swap Agreements.
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(c) The following definition of “Second Amendment” is hereby added where
alphabetically appropriate to read as follows:
“Second Amendment” means that certain Second Amendment to Amended and
Restated Credit Agreement, dated as of August 11, 2010, among the Borrower, the
Guarantors, the Administrative Agent and the Lenders party thereto.
(d) The definition of “Supplemental Production Forecast” is hereby deleted.
2.2 Amendment to Section 9.18(a). Section 9.18(a) is hereby amended in its entirety
to read as follows:
(a) The Parent and the Borrower will not, and will not permit any Subsidiary to,
enter into any Swap Agreements with any Person other than (i) Swap Agreements in
respect of commodities (A) with an Approved Counterparty and (B) the notional
volumes for which (when aggregated with other commodity Swap Agreements then in
effect other than basis differential swaps on volumes already hedged pursuant to
other Swap Agreements) do not exceed, as of the date such Swap Agreement is
executed, (I) for the period from 1 to 24 months after the date of execution of such
Swap Agreement, 100% of the Current Production for each month during the period
during which such Swap Agreement is in effect for each of crude oil and natural gas,
calculated separately, (II) for the period from 25 to 36 months after such date of
execution, 75% of the Current Production for each month during the period during
which such Swap Agreement is in effect for each of crude oil and natural gas,
calculated separately, and (III) for the period from 37 to 60 months after such date
of execution, 50% of the Current Production for each month during the period during
which such Swap Agreement is in effect for each of crude oil and natural gas,
calculated separately; provided, that the Borrower may purchase puts and floors the
notional volumes for which exceed the foregoing percentage limitations (but which do
not exceed 100% of the Current Production for the relevant calendar year), and (ii)
Swap Agreements in respect of interest rates with an Approved Counterparty, as
follows: (A) Swap Agreements effectively converting interest rates from fixed to
floating, the notional amounts of which (when aggregated with all other Swap
Agreements of the Borrower and its Subsidiaries then in effect effectively
converting interest rates from fixed to floating) do not exceed 50% of the then
outstanding principal amount of the Borrower’s Debt for borrowed money which bears
interest at a fixed rate and (B) Swap Agreements effectively converting interest
rates from floating to fixed, the notional amounts of which (when aggregated with
all other Swap Agreements of the Borrower and its Subsidiaries then in effect
effectively converting interest rates from floating to fixed) do not exceed 75% of
the then outstanding principal amount of the Borrower’s Debt for borrowed money
which bears interest at a
floating rate. In no event shall any Swap Agreement contain any requirement,
agreement or covenant for the Borrower or any Subsidiary to post collateral or
margin to secure their obligations under such Swap Agreement or to cover market
exposures and in no event shall (y) any Swap Agreements in respect of interest rates
have a term beyond 48 months from the date of execution thereof or (z) any Swap
Agreements in respect of commodities have a term beyond 60 months from the date of
execution thereof.
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Section 3. Conditions Precedent. This Second Amendment shall become effective as of the
date when each of the following conditions is satisfied (or waived in accordance with Section 12.02
of the Credit Agreement):
3.1 The Administrative Agent shall have received from the Majority Lenders, each Guarantor and
the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this
Second Amendment signed on behalf of such Person.
3.2 The Administrative Agent and the Lenders shall have received all fees and other amounts
due and payable on or prior to the date hereof.
3.3 No Default shall have occurred and be continuing as of the date hereof, after giving
effect to the terms of this Second Amendment.
3.4 The Administrative Agent shall have received such other documents as the Administrative
Agent or its special counsel may reasonably require.
The Administrative Agent is hereby authorized and directed to declare this Second Amendment to
be effective when it has received documents confirming or certifying, to the satisfaction of the
Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of
such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon
all parties to the Credit Agreement for all purposes.
Section 4. Miscellaneous.
4.1 Confirmation. The provisions of the Credit Agreement, as amended by this Second
Amendment, shall remain in full force and effect following the effectiveness of this Second
Amendment.
4.2 No Waiver. Neither the execution by the Administrative Agent or the Lenders of
this Second Amendment, nor any other act or omission by the Administrative Agent or the Lenders or
their officers in connection herewith, shall be deemed a waiver by the Administrative Agent or the
Lenders of any Defaults or Events of Default which may exist, which may have occurred prior to the
date of the effectiveness of this Second Amendment or which may occur in the future under the
Credit Agreement and/or the other Loan Documents. Similarly, nothing contained in this Second
Amendment shall directly or indirectly in any way whatsoever either: (a) impair, prejudice or
otherwise adversely affect the Administrative Agent’s or the Lenders’ right at any time to exercise
any right, privilege or remedy in connection with the Loan Documents with respect to any Default or
Event of Default, (b) except as expressly provided herein, amend or alter any provision of the
Credit Agreement, the other Loan Documents, or any
other contract or instrument, or (c) constitute any course of dealing or other basis for
altering any obligation of the Borrower or any right, privilege or remedy of the Administrative
Agent or the Lenders under the Credit Agreement, the other Loan Documents, or any other contract or
instrument. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein” or any other word or words of similar import shall mean and be a reference to the Credit
Agreement as amended hereby, and each reference in any other Loan Document to the Credit Agreement
or any word or words of similar import shall be and mean a reference to the Credit Agreement as
amended hereby.
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4.3 Ratification and Affirmation; Representations and Warranties. Each Obligor hereby
(a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations
under, and acknowledges 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 as
expressly amended hereby and (c) represents and warrants to the Lenders that as of the date hereof,
after giving effect to the terms of this Second 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 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 or Event of Default has occurred and is continuing and
(iii) no event or events have occurred which individually or in the aggregate could reasonably be
expected to have a Material Adverse Effect.
4.4 Counterparts. This Second 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 Second Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.
4.5 No Oral Agreement. This Second Amendment, the Credit Agreement and the other Loan
Documents executed in connection herewith and therewith represent the final agreement between 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 SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
4.7 Payment of Expenses. In accordance with Section 12.03 of the Credit Agreement,
the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable
out-of-pocket costs and reasonable expenses incurred in connection with this Second Amendment, any
other documents prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
4.8 Severability. Any provision of this Second Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
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4.9 Successors and Assigns. This Second Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed
as of the date first written above.
| BORROWER: | OASIS PETROLEUM NORTH AMERICA LLC |
|||
| By: | /s/ Xxxxxx X. Xxxx | |||
| Xxxxxx X. Xxxx | ||||
| President and Chief Executive Officer | ||||
| GUARANTORS: | OASIS PETROLEUM LLC |
|||
| By: | /s/ Xxxxxx X. Xxxx | |||
| Xxxxxx X. Xxxx | ||||
| President and Chief Executive Officer | ||||
| OASIS PETROLEUM INC. |
||||
| By: | /s/ Xxxxxx X. Xxxx | |||
| Xxxxxx X. Xxxx | ||||
| President and Chief Executive Officer | ||||
Signature Page to Second Amendment to Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)
(Oasis Petroleum North America LLC)
| ADMINISTRATIVE AGENT AND LENDER: | BNP PARIBAS |
|||
| By: | /s/ Xxxxxx Xxx | |||
| Name: | Xxxxxx Xxx | |||
| Title: | Vice President | |||
| By: | /s Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Director | |||
| LENDERS: | JPMORGAN CHASE BANK, N.A. |
|||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxx | |||
| Title: | Vice President | |||
| UBS LOAN FINANCE, LLC |
||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Associate Director | |||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Associate Director | |||
| XXXXX FARGO BANK, N.A. |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Director | |||
Signature Page to Second Amendment to Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)
(Oasis Petroleum North America LLC)
