EXHIBIT 10.11
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT is made and entered into
effective as of April 8, 2004 (this "Amendment") between MISSION RESOURCES
CORPORATION, a Delaware corporation (the "Borrower"); each of the lenders party
hereto (the "Lenders"); and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national
banking association as administrative agent ("Administrative Agent") for the
Lenders.
RECITALS
A. The Borrower, the Lenders and the Administrative Agent previously
entered into that certain Credit Agreement dated as of April 8, 2004 (the
"Credit Agreement"), pursuant to which the Lenders agreed to make certain loans
to the Borrower upon the terms and conditions as provided therein.
B. The Borrower and the Lenders desire to make certain amendments 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:
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.
2. A new Section 10.01(p) is added as an Event of Default:
(p) The Borrower or any Subsidiary of the Borrower shall
default under any Hedging Agreement or Hedging Agreements to which
the Borrower and/or any Subsidiary and/or Subsidiaries is a party
and to which any Lender or any Affiliate of any Lender is a party.
3. Section 12.04 of the Credit Agreement is revised to add the term
"Super Majority Lenders," and as amended reads as follows:
Section 12.04 Amendments. Etc. Any provision of this Agreement or
any Security Instrument may be amended, modified or waived with the
Borrower's and the Majority Lenders' prior written consent; provided
that (i) no amendment, modification or waiver which extends the
final maturity of the Loans, increases the Aggregate Maximum
Revolving Credit Amounts, modifies the Borrowing Base, forgives the
principal amount of any Obligations outstanding under this
Agreement, releases any guarantor of any Obligations or releases all
or substantially all of the collateral, reduces the interest rate
applicable to the Loans or the fees payable to the Lenders
generally, affects Section 2.03(a), this Section 12.04 or Section
l2.06(a) or modifies the definition of "Majority Lenders" or "Super
Majority Lenders," shall be effective without consent of all
Lenders;
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(ii) no amendment, modification or waiver which increases the
Maximum Revolving Credit Amount or the Revolving Credit Commitment
of any Lender shall be effective without the consent of such Lender;
and (iii) no amendment, modification or waiver which modifies the
rights, duties or obligations of the Agent shall be effective
without the consent of the Agent.
4. 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.
5. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Texas.
6. 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. Delivery of
an executed signature page by facsimile transmission shall be as effective as
delivery of a manually executed counterpart hereof.
[SIGNATURE PAGE FOLLOWS]
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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:
MISSION RESOURCES CORPORATION
By: /s/ Xxx Xxxxxxxxxx
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Xxx Xxxxxxxxxx
Vice President
Accounting and Investor Relations
LENDER AND AGENT:
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Vice President
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