Exhibit 10.1
FIRST AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
First Amendment, dated as of February 14, 2003 (this "Amendment"),
to the Amended and Restated Credit Agreement, dated as of January 14, 2003 (the
"Credit Agreement"), by and among KCS ENERGY, INC., a Delaware corporation (the
"Borrower"), the lenders from time to time party hereto (each a "Lender" and
collectively, the "Lenders"), FOOTHILL CAPITAL CORPORATION, a California
corporation ("Foothill"), as collateral agent for the Lenders (in such capacity,
together with any successor collateral agent, the "Collateral Agent"), Foothill,
as administrative agent for the Lenders (in such capacity, together with any
successor administrative agent, the "Administrative Agent"; and together with
the Collateral Agent, each an "Agent" and collectively, the "Agents"), and
HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited
partnership ("Highbridge"), as lead arranger.
The Borrower and the Required Lenders desire to amend Section
5.04(f) of the Credit Agreement as hereinafter set forth.
Accordingly, the Borrower and the Required Lenders hereby agree as
follows:
1. Conditions Subsequent. (a) Clause (f) of Section 5.04 of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:
"(f) The Borrower shall use commercially reasonable efforts to
deliver or cause to be delivered to the Collateral Agent a landlord
waiver, in form and substance satisfactory to the Collateral Agent, with
respect to the Borrower's and its Subsidiaries' principal offices."
(b) Subclause (i) of Section 5.04(c) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:
"(i) With respect to those Oil and Gas Properties subject to a
Production Payment 2001 Lien for which a title opinion has previously been
furnished to counsel for the Lenders, within 30 days following the
Effective Date; provided, however, with respect to such Oil and Gas
Properties that are located in counties in the State of Michigan, such
opinions shall be delivered on or prior to March 10, 2003."
2. Continued Effectiveness of Credit Agreement. The Borrower
hereby (i) confirms and agrees that each Loan Document to which it is a party
is, and shall continue to be, in full force and effect and is hereby ratified
and confirmed in all respects except that on and after the date hereof all
references in any such Loan Document to "the Credit Agreement", "thereto",
"thereof", "thereunder" or words of like import referring to the Credit
Agreement shall mean the Credit Agreement as amended by this Amendment, and (ii)
confirms and agrees that to the extent that any such Loan Document purports to
assign or pledge to the Collateral Agent, or to grant to the Collateral Agent a
security interest in or lien on, any collateral as security for the Obligations
of the Borrower from time to time existing in respect of the Credit Agreement
and the Loan Documents, such pledge, assignment and/or grant of the security
interest or lien is hereby ratified and confirmed in all respects.
3. Miscellaneous.
(a) This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of
this Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment.
(b) Section and paragraph headings herein are included for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
(c) This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.
KCS ENERGY, INC.
By: /s/ Xxxxxxxxx Xxxxx
--------------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Vice President
FOOTHILL CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
HIGHBRIDGE/XXXXX SPECIAL
OPPORTUNITIES FUND, L.P.
By: Highbridge/Xxxxx Capital Management, LLC
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Principal
ABLECO FINANCE LLC
By: /s/ Xxxxx Xxxxx
--------------------------------------------
Name: Xxxxx Xxxxx
Title: SVP/Chief Credit Officer
SECOND AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
Second Amendment, dated as of March 6, 2003 (this "Amendment"), to the
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Amended and Restated Credit Agreement, dated as of January 14, 2003 (as amended
to date, the "Credit Agreement"), by and among KCS ENERGY, INC., a Delaware
-----------------
corporation (the "Borrower"), the lenders from time to time party hereto (each a
--------
"Lender" and collectively, the "Lenders"), FOOTHILL CAPITAL CORPORATION, a
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California corporation ("Foothill"), as collateral agent for the Lenders (in
--------
such capacity, together with any successor collateral agent, the "Collateral
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Agent"), Foothill, as administrative agent for the Lenders (in such capacity,
-----
together with any successor administrative agent, the "Administrative Agent";
---------------------
and together with the Collateral Agent, each an "Agent" and collectively, the
-----
"Agents"), and HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUND, L.P., a Delaware
------
limited partnership ("Highbridge"), as lead arranger.
The Borrower and the Required Lenders desire to further amend Section
5.04(c) of the Credit Agreement as hereinafter set forth.
Accordingly, the Borrower and the Required Lenders hereby agree as follows:
1. Conditions Subsequent. Subclause (i) of Section 5.04(c) of the Credit
----------------------
Agreement is hereby amended and restated in its entirety to read as follows:
"(i) With respect to those Oil and Gas Properties subject to a
Production Payment 2001 Lien for which a title opinion has previously been
furnished to counsel for the Lenders, within 30 days following the
Effective Date; provided, however, with respect to such Oil and Gas
Properties that are located in counties in the State of Michigan, such
opinions shall be delivered on or prior to April 15, 2003."
2. Continued Effectiveness of Credit Agreement. The Borrower hereby (i)
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confirms and agrees that each Loan Document to which it is a party is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects except that on and after the date hereof all references in any such
Loan Document to "the Credit Agreement", "thereto", "thereof", "thereunder" or
words of like import referring to the Credit Agreement shall mean the Credit
Agreement as amended by this Amendment, and (ii) confirms and agrees that to the
extent that any such Loan Document purports to assign or pledge to the
Collateral Agent, or to grant to the Collateral Agent a security interest in or
lien on, any collateral as security for the Obligations of the Borrower from
time to time existing in respect of the Credit Agreement and the Loan Documents,
such pledge, assignment and/or grant of the security interest or lien is hereby
ratified and confirmed in all respects.
3. Miscellaneous.
-------------
(a) This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which shall
be deemed to be an original, but all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart
of this Amendment by telefacsimile shall be equally as effective as
delivery of an original executed counterpart of this Amendment.
(b) Section and paragraph headings herein are included for convenience
of reference only and shall not constitute a part of this Amendment for any
other purpose.
(c) This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of
the day and year first above written.
KCS ENERGY, INC.
By: /s/ Xxxxxxxxx Xxxxx
--------------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Vice President
FOOTHILL CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUND, L.P.
By: Highbridge/Xxxxx Capital Management, LLC
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Principal
ABLECO FINANCE LLC
By: /s/ Xxxxx Xxxxx
--------------------------------------------
Name: Xxxxx Xxxxx
Title: SVP/Chief Credit Officer
THIRD AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
Third Amendment, dated as of June 30, 2003 (this "Amendment"), to
the Amended and Restated Credit Agreement, dated as of January 14, 2003 (as
amended to date, "Credit Agreement"), by and among KCS ENERGY, INC., a Delaware
corporation (the "Borrower"), the lenders from time to time party thereto (each
a "Lender" and collectively, the "Lenders"), XXXXX FARGO FOOTHILL, INC., a
California corporation, formerly known as Foothill Capital Corporation
("Foothill"), as collateral agent for the Lenders (in such capacity, together
with any successor collateral agent, the "Collateral Agent"), Foothill, as
administrative agent for the Lenders (in such capacity, together with any
successor administrative agent, the "Administrative Agent"; and together with
the Collateral Agent, each an "Agent" and collectively, the "Agents"), and
HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited
partnership ("Highbridge"), as lead arranger.
The Borrower and the Required Lenders desire to amend the definition
of "Consolidated Funded Indebtedness" and Section 7.02(g) of the Credit
Agreement as hereinafter set forth.
Accordingly, the Borrower and the Required Lenders hereby agree as
follows:
1. Definitions in Amendment. Any capitalized term used herein
and not defined shall have the meaning assigned to it in the Credit Agreement.
2. Definition of Consolidated Funded Indebtedness. The
definition of Consolidated Funded Indebtedness in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"'Consolidated Funded Indebtedness' means, with respect to any
Person at any date, all Indebtedness of such Person, determined on a
consolidated basis in accordance with GAAP, which by its terms matures more than
one year after the date of calculation, and any such Indebtedness maturing
within one year from such date which is renewable or extendable at the option of
such Person to a date more than one year from such date, including, in any
event, but without duplication, with respect to the Borrower and its
Subsidiaries, the Revolving Loans and the amount of their Capital Lease
Obligations and excluding the Production Payment 2001 Obligations, the Takeout
VPP Obligations, any unrealized losses with respect to liabilities and
obligations under Hedging Agreements, and Indebtedness constituting asset
retirement obligations pursuant to FASB Statement No. 143."
3. Capital Expenditures. Clause (i) of Section 7.02(g) of the
Credit Agreement is hereby amended by deleting the reference to the amount
"$54,500,000" and inserting in lieu thereof the amount "$65,000,000".
4. Conditions Precedent. This Amendment shall become effective
only upon satisfaction in full of the following conditions precedent (the first
date upon which all such conditions have been satisfied being herein called the
"Amendment Effective Date"):
(a) The representations and warranties contained in Article VI
of the Credit Agreement and each other Loan Document shall be correct on and as
of the Amendment Effective Date as though made on and as of such date (except
where such representations and warranties relate to an earlier date in which
case such representations and warranties shall be true and correct as of such
earlier date); and no Event of Default shall have occurred and be continuing on
the Amendment Effective Date or result from this Amendment becoming effective in
accordance with its terms.
(b) The Administrative Agent shall have received counterparts
of this Amendment which bear the signatures of the Borrower and the Required
Lenders.
(c) The Borrower shall have paid to the Administrative Agent,
for the benefit of the Lenders, in immediately available funds, a non-refundable
fee, fully earned on the date hereof, equal to $45,000, which amount may be
charged to the Loan Account.
5. Continued Effectiveness of Credit Agreement. The Borrower
hereby (i) confirms and agrees that each Loan Document to which it is a party
is, and shall continue to be, in full force and effect and is hereby ratified
and confirmed in all respects except that on and after the date hereof all
references in any such Loan Document to "the Credit Agreement", "thereto",
"thereof", "thereunder" or words of like import referring to the Credit
Agreement shall mean the Credit Agreement as amended by this Amendment, and (ii)
confirms and agrees that to the extent that any such Loan Document purports to
assign or pledge to the Collateral Agent, or to grant to the Collateral Agent a
security interest in or lien on, any collateral as security for the Obligations
of the Borrower from time to time existing in respect of the Credit Agreement
and the Loan Documents, such pledge, assignment and/or grant of the security
interest or lien is hereby ratified and confirmed in all respects.
6. Miscellaneous.
(a) This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of
this Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment.
- 2 -
(b) Section and paragraph headings herein are included for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
(c) This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.
KCS ENERGY, INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President and CFO
XXXXX FARGO FOOTHILL, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
HIGHBRIDGE/XXXXX SPECIAL
OPPORTUNITIES FUND, L.P.
By: Highbridge/Xxxxx Capital Management, LLC
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Principal
ABLECO FINANCE LLC
By: /s/ Xxxxx Xxxxx
---------------------------------------------
Name: Xxxxx Xxxxx
Title: SVP/Chief Credit Officer
