SECOND AMENDMENT TO
CREDIT AGREEMENT
between
MIDDLE BAY OIL COMPANY, INC.
AND
ENEX RESOURCES CORPORATION
AS BORROWER
AND
COMPASS BANK, AS AGENT AND A LENDER
BANK OF OKLAHOMA, NATIONAL ASSOCIATION,
AS A LENDER
AND
THE OTHER LENDERS SIGNATORY HERETO
Effective as of
October __, 1999
TABLE OF CONTENTS
PAGE
----
ARTICLE I. DEFINITIONS .................................................... 1
1.01 Terms Defined Above ..................................... 1
1.02 Terms Defined in Agreement .............................. 1
1.03 References .............................................. 1
1.04 Articles and Sections ................................... 2
1.05 Number and Gender ....................................... 2
ARTICLE II. AMENDMENTS ..................................................... 2
2.01 Amendment of Section 1.2 ................................ 2
2.02 Amendment of Section 2.2 ................................ 2
2.03 Amendment of Article V. ................................. 3
ARTICLE III. CONDITIONS ..................................................... 3
3.01 Receipt of Documents .................................... 3
3.02 Accuracy of Representations and Warranties .............. 3
3.03 Matters Satisfactory to Lender .......................... 4
ARTICLE IV. REPRESENTATIONS AND WARRANTIES ................................. 4
ARTICLE V. RATIFICATION ................................................... 4
ARTICLE VI. MISCELLANEOUS .................................................. 4
6.01 Scope of Amendment ...................................... 4
6.02 Agreement as Amended .................................... 4
6.03 Parties in Interest ..................................... 4
6.04 Rights of Third Parties ................................. 4
6.05 ENTIRE AGREEMENT ........................................ 5
6.06 GOVERNING LAW ........................................... 5
6.07 JURISDICTION AND VENUE .................................. 5
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SECOND AMENDMENT TO CREDIT AGREEMENT
------------------------------------
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "SECOND AMENDMENT")
is made and entered into effective as of October __, 1999, by and between MIDDLE
BAY OIL COMPANY, INC., an Alabama corporation ("MIDDLE Bay"), and ENEX RESOURCES
CORPORATION, a Delaware corporation ("ENEX") (collectively, the "BORROWER", but
with such entities constituting the Borrower being jointly and severally liable
for the Obligations and each reference herein to the Borrower being applicable
to each of such entities) and COMPASS BANK, an Alabama state chartered banking
institution ("COMPASS"), BANK OF OKLAHOMA, NATIONAL ASSOCIATION, a national
banking association ("BOK") and each other lender that becomes a signatory
hereto as provided in Section 9.1 of the Credit Agreement (Compass and each such
other lender, together with its successors and assigns, individually a "Lender"
and collectively, the "Lenders"), and Compass, as agent for the Lenders pursuant
to the terms hereof (in such capacity, together with its successors in such
capacity pursuant to the terms hereof, (the "AGENT").
W I T N E S S E T H:
--------------------
WHEREAS, the above named parties did execute and exchange
counterparts of that certain Credit Agreement dated March 27, 1998, as amended
by various letter amendments, and as further amended by First Amendment to
Credit Agreement dated August 27, 1999 (the "AGREEMENT"), to which reference is
here made for all purposes;
WHEREAS, the parties subject to and bound by the Agreement are
desirous of amending the Agreement in the particulars hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties to the Agreement, as set forth therein, and the mutual
covenants and agreements of the parties hereto, as set forth in this Second
Amendment, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
-----------
1.01 TERMS DEFINED ABOVE. As used herein, each of the terms
"AGENT," "AGREEMENT," "BOK," "BORROWER," "COMPASS," "ENEX," "MIDDLE BAY,"
"LENDERS", and "SECOND AMENDMENT," shall have the meaning assigned to such term
hereinabove.
1.02 TERMS DEFINED IN AGREEMENT. As used herein, each term
defined in the Agreement shall have the meaning assigned thereto in the
Agreement, unless expressly provided herein to the contrary.
1.03 REFERENCES. References in this Second Amendment to Article or
Section numbers shall be to Articles and Sections of this Second Amendment,
unless expressly stated herein to the contrary. References in this Second
Amendment to "hereby," "herein," "hereinafter," "hereinabove," "hereinbelow,"
"hereof," and "hereunder" shall be to this Second Amendment in its entirety and
not only to the particular Article or Section in which such reference appears.
1.04 ARTICLES AND SECTIONS. This Second Amendment, for convenience
only, has been divided into Articles and Sections and it is understood that the
rights, powers, privileges, duties, and other legal relations of the parties
hereto shall be determined from this Second Amendment as an entirety and without
regard to such division into Articles and Sections and without regard to
headings prefixed to such Articles and Sections.
1.05 NUMBER AND GENDER. Whenever the context requires, reference
herein made to the single number shall be understood to include the plural and
likewise the plural shall be understood to include the singular. Words denoting
sex shall be construed to include the masculine, feminine, and neuter, when such
construction is appropriate, and specific enumeration shall not exclude the
general, but shall be construed as cumulative. Definitions of terms defined in
the singular and plural shall be equally applicable to the plural or singular,
as the case may be.
ARTICLE II.
AMENDMENTS
----------
The Borrower and the Lenders hereby amend the Agreement in the
following particulars:
2.01 AMENDMENT OF SECTION 1.2. Section 1.2 of the Agreement is
hereby amended as follows:
The following definitions is added and/or amended to read as
follows:
"SUBORDINATED DEBT" shall mean (i) the Senior Subordinated
Promissory Note dated August 27, 1999, from Middle Bay Oil Company,
Inc. payable to 3TEC Energy Corporation in the principal amount of
$10,700,000, (ii) the Senior Subordinated Promissory Note dated
August 27, 1999, from Middle Bay Oil Company, Inc., payable to
Xxxxxxxxx Family Partners, LP in the amount of $50,000, (iii) the
Senior Subordinated Promissory Note dated August 27, 1999, from
Middle Bay Oil Company, Inc., payable to Shoeinvest II, LP in the
amount of $100,000, and (iv) the Senior Subordinated Convertible
Promissory Note dated October __, 1999, from Middle Bay Oil Company,
Inc., payable to The Prudential Insurance Company of America in the
principal amount of $2,373,844.
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ARTICLE III.
CONDITIONS
------------
The obligation of the Lenders to amend the Agreement as provided
herein is subject to the fulfillment of the following conditions precedent:
3.01 RECEIPT OF DOCUMENTS. The Lenders shall have received,
reviewed, and approved the following documents and other items, appropriately
executed when necessary and in form and substance satisfactory to the Agent:
(a) multiple counterparts of this Second Amendment as requested by
the Agent; and
(b) such other agreements, documents, items, instruments, opinions,
certificates, waivers, consents, and evidence as the Agent may
reasonably request.
3.02 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties contained in Article IV of the Agreement and this Second
Amendment shall be true and correct.
3.03 MATTERS SATISFACTORY TO LENDERS. All matters incident to the
consummation of the transactions contemplated hereby shall be satisfactory to
the Lenders.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
------------------------------
The Borrower hereby expressly re-makes, in favor of the Agent and
the Lenders, all of the representations and warranties set forth in Article IV
of the Agreement, and represents and warrants that all such representations and
warranties remain true and unbreached.
ARTICLE V.
RATIFICATION
------------
Each of the parties hereto does hereby adopt, ratify, and confirm
the Agreement and the other Loan Documents, in all things in accordance with
the terms and provisions thereof, as amended by this Second Amendment.
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ARTICLE VI.
MISCELLANEOUS
-------------
6.01 SCOPE OF AMENDMENT. The scope of this Second Amendment is
expressly limited to the matters addressed herein and this Second Amendment
shall not operate as a waiver of any past, present, or future breach, Default,
or Event of Default under the Agreement, except to the extent, if any, that any
such breach, Default, or Event of Default is remedied by the effect of this
Second Amendment.
6.02 AGREEMENT AS AMENDED. All references to the Agreement in any
document heretofore or hereafter executed in connection with the transactions
contemplated in the Agreement shall be deemed to refer to the Agreement as
amended by this Second Amendment.
6.03 PARTIES IN INTEREST. All provisions of this Second Amendment
shall be binding upon and shall inure to the benefit of the Borrower, the Lender
and their respective successors and assigns.
6.04 RIGHTS OF THIRD PARTIES. All provisions herein are imposed
solely and exclusively for the benefit of the Agent and the Lenders and the
Borrower, and no other Person shall have standing to require satisfaction of
such provisions in accordance with their terms and any or all of such provisions
may be freely waived in whole or in part by the Lender at any time if in its
sole discretion it deems it advisable to do so.
6.05 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER WRITTEN LOAN
DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT HEREOF AND SHALL SUPERSEDE ANY PRIOR AGREEMENT BETWEEN
THE PARTIES HERETO, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT HEREOF.
FURTHERMORE, IN THIS REGARD, THIS AGREEMENT AND THE OTHER WRITTEN LOAN DOCUMENTS
REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG SUCH
PARTIES.
6.06 GOVERNING LAW. THIS AGREEMENT AND THE NOTE SHALL BE DEEMED TO
BE CONTRACTS MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF
RELATING TO CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT CHAPTER 345 OF THE TEXAS
FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND
REVOLVING TRIPARTY ACCOUNTS) SHALL NOT APPLY.
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6.07 JURISDICTION AND VENUE. ALL ACTIONS OR PROCEEDINGS WITH RESPECT
TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO, OR
FROM THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE LITIGATED, AT THE SOLE
DISCRETION AND ELECTION OF THE LENDERS, IN COURTS HAVING SITUS IN HOUSTON,
XXXXXX COUNTY, TEXAS. THE BORROWER HEREBY SUBMIT TO THE JURISDICTION OF ANY
LOCAL, STATE, OR FEDERAL COURT LOCATED IN HOUSTON, XXXXXX COUNTY, TEXAS, AND
HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRANSFER OR CHANGE THE JURISDICTION OR
VENUE OF ANY LITIGATION BROUGHT AGAINST THEM BY THE LENDERS IN ACCORDANCE WITH
THIS SECTION.
IN WITNESS WHEREOF, this Second Amendment to Credit Agreement
is executed effective the date first hereinabove written.
BORROWER:
---------
MIDDLE BAY OIL COMPANY, INC.
By: ______________________________________
Xxxxx X. Xxxxxx
President and Chief Executive Officer
ENEX RESOURCES CORPORATION
By: ______________________________________
Xxxxx X. Xxxxxx
President and Chief Executive Officer
LENDER AND AGENT:
COMPASS BANK
By: ______________________________________
Xxxxxxx Xxxxxxxx Xxxxxx
Senior Vice President
5
LENDER:
BANK OF OKLAHOMA, NATIONAL
ASSOCIATION
By: ______________________________________
Xxxxxxx X. Xxxxx
Senior Vice President
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