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Exhibit 10.17
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (herein called this
"Amendment") made as of September 2, 1998 by and between North Coast Energy,
Inc., a Delaware corporation ("Borrower"), and ING (U.S.) Capital Corporation,
as Agent and as a Lender (herein called "Agent"), and the other Lenders from
time to time parties to the Credit Agreement,
W I T N E S S E T H:
WHEREAS, Borrower, Agent and Lenders have entered into that certain
Credit Agreement dated as of February 9, 1998, as amended by that certain First
Amendment to Credit Amendment dated as of May 29, 1998 (as so amended, the
"Original Agreement"), for the purposes and consideration therein expressed,
pursuant to which Lenders became obligated to make loans to Borrower as therein
provided; and
WHEREAS, Borrower, Agent, and Lenders desire to amend the Original
Agreement as provided herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Original Agreement, 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" means this Second Amendment to Credit Agreement.
"CREDIT AGREEMENT" means the Original Agreement as amended hereby.
ARTICLE II.
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AMENDMENTS TO ORIGINAL AGREEMENT
Section 2.1. PREPAYMENTS. The first paragraph of Section 2.7(c) of the
Original Agreement is hereby amended to change the reference of "September 4,
1998" to "September 30, 1998".
Section 2.2. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective as of the date first above written when and only when this Amendment
has been executed by Agent, Borrower, and the Partnerships.
Section 2.3. REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to
induce Agent to enter into this Amendment, Borrower represents and warrants to
Agent that the representations and warranties contained in Article V of the of
the Original Agreement are true and correct at and as of the time of the
effectiveness hereof.
ARTICLE III.
MISCELLANEOUS
Section 3.1. RATIFICATION OF AGREEMENTS. The Original Agreement as
hereby amended is hereby ratified and confirmed in all respects. Any reference
to the Credit Agreement in any Loan Document shall be deemed to refer to this
Amendment also. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of Agent 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 3.2. SURVIVAL OF AGREEMENTS. All representations, warranties,
covenants and agreements of Borrower herein shall survive the execution and
delivery of this Amendment and the performance hereof, including without
limitation the making or granting of the Loan, and shall further survive until
all of the Obligations are paid in full. All statements and agreements contained
in any certificate or instrument delivered by any Restricted Person hereunder or
under the Credit Agreement to Agent shall be deemed to constitute
representations and warranties by, or agreements and covenants of, Borrower
under this Amendment and under the Credit Agreement.
Section 3.3. LOAN DOCUMENTS. This Amendment is a Loan Document, and all
provisions in the Credit Agreement pertaining to Loan Documents apply hereto.
Section 3.4. 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.
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Section 3.5. 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.
THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS 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 OF THE PARTIES.
IN WITNESS WHEREOF, this Amendment is executed as of the date first
above written.
NORTH COAST ENERGY, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Chief Executive Officer
ING (U.S.) CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name:
Title:
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CONSENT AND AGREEMENT
North Coast Operating Company (the "Company") and each of the
partnerships party hereto (the "Partnerships") hereby consent to the provisions
of this Amendment and the transactions contemplated herein, and agrees that the
Company's and the Partnerships' obligations and covenants under the Credit
Agreement are unimpaired hereby and shall remain in full force and effect.
Date: September 2, 1998
NORTH COAST OPERATING COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Chief Executive Officer
Capital Drilling Fund
1986-1 Limited Partnership
North Coast Energy/Capital 1987-1
Appalachian Private Drilling
Program L.P.
North Coast Energy/Capital 1987-2
Appalachian Private Drilling
Program L.P.
North Coast Energy/Capital 1988-1
Appalachian Private Drilling
Program L.P.
North Coast Energy/Capital 1988-2
Appalachian Private Drilling
Program L.P.
1
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North Coast Energy 1989 Appalachian
Public Drilling Program L.P.
North Coast Energy 1990-1
Appalachian Private Drilling
Program L.P.
North Coast Energy 1990-2
Appalachian Private Drilling
Program L.P.
North Coast Energy 1990-3
Appalachian Private Drilling
Program L.P.
North Coast Energy 1991-1
Appalachian Private Drilling
Program L.P.
North Coast Energy 1991-2
Appalachian Private Drilling
Program L.P.
North Coast Energy 1991-3
Appalachian Private Drilling
Program L.P.
North Coast Energy 1992-1
Appalachian Private Drilling
Program L.P.
North Coast Energy 1992-2
Appalachian Private Drilling
Program L.P.
North Coast Energy 1992-3
Appalachian Private Drilling
Program L.P.
North Coast Energy 1993-1
Appalachian Private Drilling
Program L.P.
2
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North Coast Energy 1993-2
Appalachian Private Drilling
Program L.P.
North Coast Energy 1993-3
Appalachian Private Drilling
Program L.P.
North Coast Energy 1994-1
Appalachian Private Drilling
Program L.P.
North Coast Energy 1994-2
Appalachian Private Drilling
Program L.P.
North Coast Energy 1994-3
Appalachian Private Drilling
Program L.P.
North Coast Energy 1995-1
Appalachian Private Drilling
Program L.P.
North Coast Energy 1995-2
Appalachian Private Drilling
Program L.P.
North Coast Energy 1996-1
Appalachian Private Drilling
Program L.P.
North Coast Energy 1996-2
Appalachian Private Drilling
Program L.P.
3
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North Coast Energy 1997-1
Appalachian Private Drilling
Program L.P.
North Coast Energy 1997-2
Appalachian Private Drilling
Program L.P.
By: NORTH COAST ENERGY, INC., general partner
By:______________________________
Name:
Title:
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