EXHIBIT 4.20
EXECUTION COPY
THIRD AMENDMENT AND WAIVER
THIRD AMENDMENT AND WAIVER, dated as of January 19, 1999 (this "THIRD
AMENDMENT"), to the amended and Restated Credit Agreement (as amended,
supplemented or otherwise modified from time to time), dated as of May 22, 1998
(the "CREDIT AGREEMENT"), among The Meridian Resource Corporation, a Texas
corporation (the "BORROWER"), the several lenders from time to time parties
thereto (the "LENDERS"), The Chase Manhattan Bank, as the Administrative Agent
for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), Toronto Dominion
(Texas), Inc. and MeesPierson N.V., as co-arrangers (each in such capacity, a
"CO-ARRANGER"), and Toronto Dominion (Texas), Inc., as a documentation agent (in
such capacity, the "DOCUMENTATION AGENT").
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to the Credit Agreement;
WHEREAS, the Borrower, EEX Corporation, a Texas corporation ("PARENT") and
an affiliate of Parent (Parent and its affiliate collectively referred to herein
as "EEX"), shall have entered into a Like-Kind Exchange Agreement (as amended,
supplemented or otherwise modified from time to time), to be dated effective as
of August 1, 1998 (the "EXCHANGE AGREEMENT"), pursuant to which (i) the Borrower
and Cairn Energy USA, Inc. ("CAIRN") shall release to EEX their 37.5 percent
working interest in and to the OCS leases covering the offshore blocks and the
producing xxxxx located in the Cameron Block 349 Field (the "EAST CAMERON
BLOCKS") as described in Annex A attached hereto and (ii) the Borrower and Cairn
shall acquire from EEX the onshore properties as described in Annex B attached
hereto (the "EXCHANGED LOUISIANA PROPERTIES");
WHEREAS, the Borrower has requested, and the Administrative Agent and the
Lenders have agreed, upon consummation of the EEX Exchange Transaction (as
hereinafter defined), to release the existing lien affecting the East Cameron
Blocks as described in Annex A attached hereto:
WHEREAS, the Borrower has agreed, upon consummation of the EEX Exchange
Transaction, to amend the Mortgage to include the Exchanged Louisiana Properties
as described in Annex B attached hereto, effective to create a first priority
lien on such properties; and
WHEREAS, the Borrower has requested and the Administrative Agent and the
Lenders agree to waive compliance with certain provisions of the Credit
Agreement upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Terms defined in the Credit Agreement and used herein
shall, unless otherwise indicated, have the meanings given to them in the Credit
Agreement.
2. AMENDMENTS TO SUBSECTION 1.1 OF THE CREDIT AGREEMENT. (a) Subsection
1.1 of the Credit Agreement is hereby amended by adding thereto the following
new definitions in alphabetical order:
"EAST CAMERON BLOCKS": the offshore properties as described in Annex
A attached hereto.
"EEX": EEX Corporation, a Texas corporation and an affiliate
thereof, both parties to the Exchange Agreement.
"EEX EXCHANGE TRANSACTION": the exchange of property between EEX and
the Borrower pursuant to the Exchange Agreement.
"EXCHANGE AGREEMENT": the Like-Kind Exchange Agreement (as amended,
supplemented or otherwise modified from time to time), to be entered into
between EEX and the borrower, to be dated effective as of August 1, 1998,
the material terms of which are described on Annex D attached hereto.
"EXCHANGED LOUISIANA PROPERTIES": the onshore properties as
described in Annex B attached hereto.
"EXCHANGED LOUISIANA PROPERTIES MORTGAGE": the mortgages and deeds
of trust on Oil and Gas Properties consisting of the Exchanged Louisiana
Properties which is the collateral described in Annex B, substantially in
the form of Exhibit L attached hereto as Annex C to supplement the
Existing Mortgage as amended by the Mortgage Amendment and the Second
Mortgage Amendment, as the same may be amended, supplemented or otherwise
modified from time to time.
3. WAIVER OF SUBSECTION 8.6(D) OF THE CREDIT AGREEMENT. The Administrative
Agent and the Required Lenders hereby waive compliance with the provisions of
Section 8.6(d) of the Credit Agreement (and any Default or Event of Default
resulting therefrom) resulting solely from the EEX Exchange Transaction;
PROVIDED that, on or prior to the consummation of the EEX Exchange Transaction,
(a) the EEX Exchange Transaction shall have been consummated on the terms
outlined on Annex D attached hereto, (b) the Borrower shall have granted to the
Administrative Agent, for the ratable benefit of the Lenders, a first priority
security interest in the Exchanged Louisiana Properties, (c) the Borrower shall
apply any cash amount or equalization payment it receives from EEX towards
prepayment of the Loan and (d) until the March '99 Redetermination, the Borrower
shall not convey, sell, lease, assign, transfer or otherwise dispose of any of
its property, business or assets (including, without limitation, receivables and
leasehold interests) pursuant to subsection 8.6(d) of the Credit Agreement.
4. RELEASE OF EAST CAMERON BLOCKS; ADDITION OF EXCHANGED LOUISIANA
PROPERTIES. (a) The Administrative Agent and the Required Lenders hereby
acknowledge and agree that upon the consummation of the EEX Exchange
Transaction, (i) the liens and security interests of the Administrative Agent
and the Lenders covering the East Cameron Blocks shall be deemed automatically
released, extinguished and discharged, and (ii) the Administrative Agent shall
execute such instruments as the Borrower may reasonably request to release such
security interest in the East Cameron Block which is the collateral described in
Annex A.
(b) The Borrower hereby acknowledges and agrees that upon consummation of
the EEX Exchange Transaction, (i) the Borrower shall grant to the Administrative
Agent for the ratable benefit of the Lenders a first priority security interest
in the Exchanged Louisiana Properties and (ii) the Borrower shall execute such
instruments as the Administrative Agent may reasonably request to create such a
security interest in the Exchanged Louisiana Properties which is the collateral
described in Annex B.
5. ADDITION OF ANNEX A, ANNEX B AND EXHIBIT L TO THE CREDIT Agreement. The
Credit Agreement is hereby amended and supplemented by (i) adding thereto Annex
A and B attached hereto and (ii) adding thereto a new Exhibit L (the Exchanged
Louisiana Properties mortgage) attached hereto as Annex C.
6. CONDITIONS TO EFFECTIVENESS. The amendments and waivers provided for in
this Third Amendment shall become effective on the date (the "THIRD AMENDMENT
EFFECTIVE DATE") upon which the following conditions precedent are satisfied and
the Administrative Agent notifies the Borrower and the Lenders of the occurrence
of the third Amendment Effective Date:
(a) the Administrative Agent shall have received counterparts of
this Third Amendment, duly executed by the Borrower and the Required
Lenders.
(b) the Administrative Agent shall have received counterparts of the
Acknowledgment and Consent, duly executed by the Guarantors attached
hereto:
(c) the Administrative Agent shall have received the Exchanged
Louisiana Properties Mortgage, executed and delivered by a duly authorized
officer of each Loan Party thereto:
(d) the Administrative Agent shall have received all fees and
expenses required to be paid on or before the Third Amendment Effective
Date:
(e) the Administrative Agent shall have received a legal opinion of
counsel to the Borrower and special Louisiana counsel to the
Administrative Agent in form and substances satisfactory to the
Administrative Agent;
(f) the Administrative Agent shall have received a copy of the
resolutions, in form and substance satisfactory to the Administrative
Agent, of the Board of Directors of each
applicable Loan party authorizing the execution, delivery and performance
of (i) this Third Amendment, (ii) the Exchanged Louisiana Properties
Mortgage and (iii) the Exchange Agreement, certified by its Secretary or
Assistant Secretary as of the third Amendment Effective Date, which
certificate shall state that the resolution thereby certified have not
been amended, modified, revoked or rescinded as of the date of such
certificate; and
(g) the Administrative Agent shall be satisfied as to the title of
the Exchanged Louisiana Properties.
7. REPRESENTATIONS AND WARRANTIES. The Borrower as of the date hereof and
after giving effect to the amendments contained herein, hereby (a) represents
and warrants to the Administrative Agent and each Lender that the list of
additional properties described in (i) Annex A attached hereto, (ii) Annex B
attached hereto and (iii) the Exchanged Louisiana Properties Mortgage attached
hereto as Annex C on the date hereof is true and complete and (b) confirms,
reaffirms and restates that (i) representations and warranties made by it in
Section 5 of the Credit Agreement are true and correct on and as of the date
hereof (except to the extent such representations and warranties are stated to
relate to a specific earlier date) and (ii) no Default or Event of Default has
occurred and is continuing on the date hereof; PROVIDED, that each reference to
the Credit Agreement herein shall be deemed to be a reference to the Credit
Agreement after giving effect to this Third Amendment.
8. PAYMENT OF EXPENSES. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with this Third 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.
9. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS; LIMITED EFFECT. On and
after the date hereof and the satisfaction of the conditions contained in
Section 7 of this Third Amendment, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby. The execution, delivery and effectiveness of this Third
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provisions of any of the Loan
Documents. Except as expressly amended herein, all of the provisions and
covenants of the Credit Agreement and the other Loan Documents are and shall
continue to remain in full force and effect in accordance with the terms thereof
and are hereby in all respects ratified and confirmed.
10. COUNTERPARTS. This Third Amendment may be executed by one or more of
the parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective for
all purposes hereof.
11. SEVERABILITY. Any provision of this Third 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.
12. INTEGRATION. This Third Amendment and the other Loan Documents
represent the agreement of the Loan Parties, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to the subject matter hereof not expressly set forth or referred
to herein or in the other Loan Documents.
13. GOVERNING LAW. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed and delivered by their respective proper and duly
authorized officer as of the day
and year first above written.
THE MERIDIAN RESOURCE CORPORATION
By:/s/ P. XXXXXXX XXXXXXXXX
Name: P. Xxxxxxx Xxxxxxxxx
Title: Executive Vice President
THE CHASE MANHATTAN BANK, as
Administrative Agent, Issuing Lender and as a
Lender
By:/s/ XXXXXX XXXX
Name: Xxxxxx Xxxx
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
as a Lender
By:/s/ CAN'T READ THIS NAME
Name: Can't read this name
Title: Vice President
MEES PIERSON, as a Lender
By:/s/ XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
By:/s/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
NATIONSBANK, N.A., as a Lender
By:/s/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Managing Director
SOCIETE GENERALE, SOUTHWEST AGENCY, as a Lender
By:/s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Managing Director
TORONTO DOMINION (TEXAS), INC., as Arranger,
Documentation Agent and as a Lender
By:/s/ XXXX X. XXXXXXXX
Name: Xxxx X. Xxxxxxxx
Title: Vice President
