FIRST AMENDMENT TO
THIRD RESTATEMENT OF CREDIT AGREEMENT
THIS FIRST AMENDMENT TO THIRD RESTATEMENT OF CREDIT
AGREEMENT (herein called this "Amendment") made as of the day
of July, 1996, by and among Forcenergy Inc, a Delaware
corporation formerly known as Forcenergy Gas Exploration, Inc.
("Borrower"), and Internationale Nederlanden (U.S.) Capital
Corporation, a Delaware corporation, as Agent ("Agent"), on
behalf of the financial institutions which are signatories to the
Original Agreement as hereinafter defined (collectively,
"Lenders"),
RECITALS
1. Borrower, Agent and Lenders have entered into that
certain Third Restatement of Credit Agreement dated as of April
26, 1996 (the "Original Agreement") for the purpose and
consideration therein expressed, whereby Lenders became obligated
to make loans to Borrower as therein provided.
2. Borrower has changed its name from "Forcenergy Gas
Exploration, Inc." to "Forcenergy Inc" and Borrower and Agent
desire to amend the Original Agreement to reflect such name
change.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein and in the
Original Agreement and in consideration of the loans which may
hereafter be made by Lenders to Borrower, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby agree as
follows:
ARTICLE I.
Definitions and References
Section 1.1 Terms Defined in the Original Agreement.
Unless the context otherwise requires or unless otherwise
expressly defined herein, the terms defined in the Original
Agreement shall have the same meanings whenever used in this
Amendment.
Section 1.2 Other Defined Terms. Unless the context
otherwise requires, the following terms when used in this
Amendment shall have the meanings assigned to them in this
Section 1.2.
"Amendment" shall mean this First Amendment to Third
Restatement of Credit Agreement.
"Credit Agreement" shall mean the Original Agreement as
amended hereby.
ARTICLE II.
Amendments to Original Agreement
Section 2.1 Defined Term. The definition of "Borrower"
in Section 1.1 of the Original Agreement is hereby amended in its
entirety to read as follows:
"Borrower" means Forcenergy Inc, a Delaware corporation
formerly known as Forcenergy Gas Exploration, Inc.
Section 2.2 References to Borrower. Any reference to
"Borrower" or to "Forcenergy Gas Exploration, Inc." in the
Original Agreement or in any Loan Document (including, without
limitation, the Notes) shall hereafter be deemed to refer to
Forcenergy Inc, a Delaware corporation formerly known as
Forcenergy Gas Exploration, Inc.
ARTICLE III.
Conditions of Effectiveness
Section 3.1 Effective Date. This Amendment shall become
effective as of the date first above written when, and only when,
(i) Agent shall have received, at Agent's office, a counterpart
of this Amendment executed and delivered by Borrower, (ii)
Borrower shall have delivered to Agent a copy of a Certificate of
Amendment certified by the Secretary of State of the State of
Delaware, amending Borrower's Certificate of Incorporation to
reflect its name change and (iii) Majority Lenders shall have
consented to the execution and delivery by Agent of this
Amendment.
ARTICLE IV.
Representations and Warranties
Section 4.1 Representations and Warranties of Borrower.
In order to induce Agent to enter into this Amendment, Borrower
represents and warrants to Agent for the benefit of each Lender
that:
(a) The representations and warranties contained in
Section 4.1 of the Original Agreement are true and correct
in all material respects at and as of the time of the
effectiveness hereof.
(b) Borrower is duly authorized to execute and deliver
this Amendment and is and will continue to be duly
authorized to borrow monies and to perform its obligations
under the Credit Agreement. Borrower has duly taken all
corporate action necessary to authorize the execution and
delivery of this Amendment and to effect the change of its
corporate name.
(c) The execution and delivery by Borrower of this
Amendment, the performance by Borrower of its obligations
hereunder, and the changing of its corporate name do not and
will not conflict with any provision of law, statute, rule
or regulation or of the certificate of incorporation and
bylaws of Borrower, or of any material agreement, judgment,
license, order or permit applicable to or binding upon
Borrower, or result in the creation of any lien, charge or
encumbrance upon any assets or properties of Borrower.
Except for those which have been obtained, no consent,
approval, authorization or order of any court or
governmental authority or third party is required in
connection with the execution and delivery by Borrower of
this Amendment or to effect the change of its corporate
name.
(d) When duly executed and delivered, each of this
Amendment and the Credit Agreement will be a legal and
binding obligation of Borrower, enforceable in accordance
with its terms, except as limited by bankruptcy, insolvency
or similar laws of general application relating to the
enforcement of creditors' rights and by equitable principles
of general application.
(e) The audited Consolidated financial statements of
Borrower dated as of December 31, 1995 and the unaudited
financial statements of Borrower dated as of March 31, 1996
fairly present the Consolidated financial position at such
dates and the Consolidated statement of operations and the
changes in Consolidated financial position for the periods
ending December 31, 1995 and March 31, 1996 for Borrower.
Copies of such financial statements have heretofore been
delivered to each Lender. Since March 31, 1996, no material
adverse change has occurred in the financial condition or
businesses of Borrower except for changes in oil and gas
prices that affect the industry in which Borrower operates.
ARTICLE V.
Miscellaneous
Section 5.1 Ratification of Agreements. The Original
Agreement as hereby amended is hereby ratified and confirmed in
all respects and shall remain in full force and effect. Any
reference to the Credit Agreement in any Loan Document shall be
deemed to be a reference to the Original Agreement as hereby
amended. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein or
therein, operate as a waiver of any right, power or remedy of
Lenders under the Credit Agreement or any other Loan Document nor
constitute a waiver of any provision of the Credit Agreement or
any other Loan Document.
Section 5.2 Loan Documents. This Amendment is a Loan
Document, and all provisions in the Credit Agreement pertaining
to Loan Documents apply hereto and thereto.
Section 5.3 Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the
State of New York and any applicable laws of the United States of
America in all respects, including construction, validity and
performance.
Section 5.4 Counterparts. This Amendment may be
separately executed in counterparts and by the different parties
hereto in separate counterparts, each of which when so executed
shall be deemed to constitute one and the same Amendment.
IN WITNESS WHEREOF, this Amendment is executed as of the
date first above written.
FORCENERGY INC (formerly known as
Forcenergy Gas Exploration, Inc.)
By:
Name:
Title:
INTERNATIONALE NEDERLANDEN (U.S.)
CAPITAL CORPORATION, as Agent and
Lender
By:
Name:
Title:
