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EXHIBIT 10.37
SECOND AMENDMENT
TO
REDUCING REVOLVING CREDIT AGREEMENT
This Second Amendment to Reducing Revolving Credit Agreement dated
March 30, 2000 (the "Second Amendment"), by and among ENERGY PARTNERS, LTD., a
Delaware corporation (the "Borrower"), the undersigned banks and financial
institutions that are parties to the Credit Agreement (the "Banks"), and BANK
ONE, TEXAS, N.A., a national banking association ("Bank One"), as a Bank, as the
LC Issuer and as Administrative Agent for the Banks, is dated effective as to
the Borrower and Bank One as of the effective date of the Credit Agreement and
as to each other Bank as of the date it became a party to the Credit Agreement:
WITNESSETH:
WHEREAS, Borrower, the Banks, the LC Issuer and the Administrative
Agent are parties to that certain Reducing Revolving Credit Agreement dated
March 30, 2000, as amended by that certain First Amendment to Reducing Revolving
Credit Agreement dated August 10, 2000 (the "Credit Agreement"); and
WHEREAS, the parties desire to amend the Credit Agreement as set forth
herein.
NOW, THEREFORE, in consideration of the premises and for Ten Dollars
($10.00) and other good and valuable consideration received by each party
hereto, and each intending to be legally bound hereby, the parties agree as
follows:
I. Specific Amendments to Credit Agreement.
Article I. DEFINITIONS, of the Credit Agreement is hereby amended by
adding the following definitions thereto:
Agreement.
"First Amendment" means the First Amendment to the Credit
Agreement.
"Second Amendment" means the Second Amendment to the Credit
Agreement.
Subsection (L) of the definition of "Permitted Encumbrances" in the
Credit Agreement is hereby amended by replacing the text of such subsection (L)
with the following text:
(L) Liens and other obligations created by the documents listed on
Schedule 1.01(c) attached hereto.
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Section 9.22, Loan Documents Subject to Other Agreements, is hereby
amended by adding the following text at the end of that Section:
Certain of the Borrowing Base Oil and Gas Properties were
assigned to Borrower pursuant to certain assignments from
Ocean Energy, Inc. ("Ocean") to Borrower executed and
delivered on March 31, 2000 and made effective as of 7:00 a.m.
Lafayette, Louisiana time on January 1, 2000. Each of such
assignments contains a provision which requires that each
subsequent sale, assignment, sublease, transfer, alienation,
mortgage, security interest and encumbrance be made subject to
the covenants, terms, conditions, exceptions, obligations,
indemnities and reservations contained in the Purchase and
Sale Agreement between Ocean and Borrower dated effective as
of the Effective Time regarding the East Bay Complex (the
"Purchase and Sale Agreement"). This Agreement and all other
Loan Documents, insofar as they pertain to the properties
covered by the Purchase and Sale Agreement, specifically
hereby reference and are made subject to said Purchase and
Sale Agreement and the covenants, terms, conditions,
exceptions, obligations, indemnities and reservations
contained therein. Any subsequent sales, assignments,
subleases, transfers or other alienations pursuant to this
Agreement or any of the Loan Documents shall specifically
provide that such vendees, assignees, sublessees, transferees,
or grantees acquiring under such instruments expressly assume
the Buyer's Assumed Obligations (as defined in the Purchase
and Sale Agreement) and all other obligations of Buyer under
the Purchase and Sale Agreement to the extent of the interest
acquired.
Schedule 1.01(c), Certain Permitted Liens, attached to the Credit
Agreement is hereby amended to include the reference to the following additional
document:
Assignment of Overriding Royalty Interest executed on March
31, 2000 and made effective January 1, 2000 by Energy
Partners, Ltd. in favor of Chase Bank of Texas, as Trustee
(recorded in the records of Plaquemines Parish, Louisiana on
April 3, 2000 at COB 968, Folio 507 and in the records of the
Minerals Management Service on April 18, 2000).
II. Conditions Precedent in Connection with the Second Amendment. The
Second Amendment shall not be binding on the Banks until satisfaction of the
following conditions precedent:
A. Administrative Agent shall have received fully executed
counterparts, in the number of multiple originals requested by
Administrative Agent, of the Second Amendment duly executed by an
authorized officer for Borrower.
B. The representations and warranties contained in Article IV
of the Credit Agreement, as amended hereby, shall be true and correct
in all material respects on the date of the Second Amendment with the
same effect as though such representations and
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warranties had been made on such date; and no Event of Default shall have
occurred and be continuing or will have occurred upon the execution of the
Second Amendment.
C. All legal matters incident to the consummation of the
transactions contemplated by the Second Amendment shall be reasonably
satisfactory to the firm of Xxxxxx & Xxxxxx, L.L.P., special counsel
for Bank.
D. All reasonable and documented legal fees owed by Bank to
Xxxxxx & Xxxxxx, L.L.P. in connection with the Second Amendment shall
have been paid by Borrower.
III. Reaffirmation of Representations and Warranties. To induce the
Banks to enter into this Second Amendment, the Borrower hereby reaffirms, as of
the date hereof, its representations and warranties contained in Article IV of
the Credit Agreement, as amended hereby, and in all other documents executed
pursuant thereto and additionally represents and warrants as follows:
A. The execution and delivery of this Second Amendment and the
performance by the Borrower of its obligations under this Second
Amendment are within the Borrower's power, have been duly authorized by
all necessary corporate action, have received all necessary
governmental approval (if any shall be required), and do not and will
not contravene or conflict with any provision of law or of the charter
or by-laws of the Borrower or of any agreement binding upon the
Borrower.
B. The Credit Agreement as amended by this Second Amendment
represents the legal, valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their respective
terms subject as to enforcement only to bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally.
C. No Event of Default or Unmatured Event of Default has
occurred and is continuing as of the date hereof.
IV. Defined Terms. Except as amended hereby, terms used herein that are
defined in the Credit Agreement shall have the same meanings herein.
V. Reaffirmation of Credit Agreement. This Second Amendment shall be
deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as
further amended hereby, is hereby ratified, approved and confirmed in each and
every respect. All references to the Credit Agreement herein and in any other
document, instrument, agreement or writing shall hereafter be deemed to refer to
the Credit Agreement as amended hereby.
VI, Entire Agreement. The Credit Agreement, as hereby amended, embodies
the entire agreement between the Borrower and the Banks and supersedes all prior
proposals, agreements and understandings relating to the subject matter hereof.
The Borrower certifies that it is relying on no representation, warranty,
covenant or agreement except for those set forth in the Credit Agreement,
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as hereby amended, and in the other documents previously executed or executed of
even date herewith.
VII. Governing Law. THIS SECOND AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA. This Second Amendment has been entered
into in Xxxxxx County, Texas, and it shall be performable for all purposes in
Xxxxxx County, Texas. Courts within the State of Texas shall have jurisdiction
over any and all disputes between the Borrower and the Bank, whether in law or
equity, including, but not limited to, any and all disputes arising out of or
relating to this Second Amendment or any other Security Instrument; and venue in
any such dispute whether in federal or state court shall be laid in Xxxxxx
County, Texas.
VIII. Severability. Whenever possible each provision of this Second
Amendment shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Second Amendment shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Second Amendment.
IX. Execution in Counterparts. This Second Amendment may be executed in
any number of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same agreement.
X. Section Captions. Section captions used in this Second Amendment are
for convenience of reference only, and shall not affect the construction of this
Second Amendment.
XI. Successors and Assigns. This Second Amendment shall be binding upon
the Borrower and the Banks and their respective successors and assigns, and
shall inure to the benefit of the Borrower and the Banks, and the respective
successors and assigns of the Banks.
XII. Non-Application of Chapter 346 of Texas Finance Codes. In no event
shall Chapter 346 of the Texas Finance Code (which regulates certain revolving
loan accounts and revolving tri-party accounts) apply to this Credit Agreement
as hereby further amended or any other Loan Documents or the transactions
contemplated hereby.
XIII. NOTICE. THIS SECOND AMENDMENT TOGETHER WITH THE CREDIT AGREEMENT,
AND THE OTHER SECURITY INSTRUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed as of the day set forth below their respective
signatures.
BORROWER:
ENERGY PARTNERS, LTD.
By: /s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
Vice President, Chief Financial Officer
Date: , 2000
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ADMINISTRATIVE AGENT, LC ISSUER AND BANK:
BANK ONE, TEXAS, N.A.
By: /s/XXXXX XXXXXX
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Xxxxx Xxxxxx
Vice President
Date: September 29, 2000
SYNDICATION AGENT AND BANK:
THE CHASE MANHATTAN BANK
By: /s/ XXXXXX X. XXXXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxxxx
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Title: Managing Director
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Date: October 2, 2000
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DOCUMENTATION AGENT AND BANK:
BNP PARIBAS
By: /s/ XXXXX X. XXXXXX XXXXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx
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Title: Director Director
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Date: October 2, 2000
BANK:
WHITNEY NATIONAL BANK
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
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Title: Senior Vice President
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Date: October 3, 2000
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