EXHIBIT 10.2 E-16 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 31, 1995 (this "Amendment"), is among COMSTOCK RESOURCES, INC., a Nevada corporation ("CRI"), COMSTOCK OIL & GAS, INC., a Nevada...
EXHIBIT 10.2
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FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 31, 1995 (this
"Amendment"), is among XXXXXXXX RESOURCES, INC., a Nevada corporation ("CRI"),
XXXXXXXX OIL & GAS, INC., a Nevada corporation ("COG"), XXXXXXXX OIL & GAS --
LOUISIANA, INC., a Nevada corporation ("COGL"), XXXXXXXX OFFSHORE ENERGY, INC.,
a Delaware corporation ("XXX")(CRI, COG, COGL and XXX may hereinafter
collectively be referred to as the "Borrowers"), the lenders party hereto from
time to time (collectively, the "Banks" and individually, a "Bank") and NBD
BANK, as agent for the Banks (in such capacity, the "Agent").
RECITAL
The Borrowers, the Banks and the Agent are parties to a Credit Agreement dated
as of July 31, 1995 (the "Credit Agreement") and desire to amend the Credit
Agreement as set forth herein.
TERMS
In consideration of the premises and of the mutual agreements herein contained,
the parties agree as follows:
ARTICLE I. AMENDMENTS.
Upon satisfaction of the conditions set forth in Article III hereof, the Credit
Agreement shall be amended as follows:
1.1 Sections 7.2(a), (b) and (c) are restated in their entirety to read as
follows:
(a)Current Ratio. Permit or suffer the ratio of (i) the sum of Current
Assets plus the unused availability under the revolving credit facility
established by Section 2.1(a), to (ii) Current Liabilities at any time to be
less than 1.0 to 1.0.
(b)Tangible Net Worth. Permit or suffer Consolidated Tangible Net Worth of
CRI and its Subsidiaries to be less than, at any time, the sum of (i)
$53,000,000, minus (ii) the lesser of the actual write off taken by CRI as a
result of its adoption of FASB Statement No. 121 or $25,000,000 plus (iii) 50%
of Consolidated Net Income of CRI and its Subsidiaries for any fiscal year,
commencing with the fiscal year ending December 31, 1995, and to be added as of
the last day of each such fiscal year, provided that if such Consolidated Net
Income is negative in any fiscal year the amount added pursuant to this clause
(iii) shall be zero and shall not reduce the amount added pursuant to this
clause (iii) for any other fiscal year, plus (iv) 75% of the net cash proceeds
of any equity offering of CRI.
(c)Debt Service. Permit or suffer, as of the last day of each fiscal
quarter of CRI, the ratio of (i) Consolidated Adjusted Cash Flow of CRI and its
Subsidiaries, as calculated for the four fiscal quarters then ending to (ii) the
portion of all Consolidated Funded Indebtedness of CRI and its Subsidiaries due
in the four fiscal quarters then ending, including the amount of mandatory
Borrowing Base reductions required pursuant to clause (b) of the definition of
Borrowing Base set forth in Section 1.1, to be less than 1.1 to 1.0 as of the
last day of any fiscal quarter.
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ARTICLE II. REPRESENTATIONS.
Each Borrower and Guarantor represents and warrants to the Agent and the Banks
that:
2.1 The execution, delivery and performance of this Amendment are within its
powers, have been duly authorized and are not in contravention with any law, of
the terms of its Articles of Incorporation or By-laws, or any undertaking to
which it is a party or by which it is bound.
2.2 This Amendment is the legal, valid and binding obligation of it, enforceable
against it in accordance with the terms hereof.
2.3 After giving effect to the amendments herein contained, the representations
warranties contained in Section 6 of the Credit Agreement and in the Security
Documents are true and correct on and as of the date hereof with the same force
and effect as if made on and as of the date hereof.
2.4 After giving effect to the amendments herein contained, no Event of Default
or Default exists or has occurred and is continuing on the date hereof.
ARTICLE III. CONDITIONS OF EFFECTIVENESS.
This First Amendment shall not become effective until:
3.1 The Borrowers and the Majority Banks shall have executed and delivered this
First Amendment.
3.2 The Guarantors shall have executed and delivered to the Agent a Consent and
Acknowledgement to this First Amendment.
ARTICLE IV. MISCELLANEOUS.
4.1 The Borrowers agree to pay and save the Banks harmless from liability for
the payment of all costs and expenses arising in connection with this First
Amendment including the reasonable fees and expenses of Dickinson, Wright, Moon,
Van Dusen & Xxxxxxx, counsel to the Agent, in connection with the preparation
and review of this First Amendment and any related documents.
4.2 References in the Credit Agreement or in any note, agreement, certificate,
instrument or other document to the Credit Agreement shall be deemed to be
references to the Credit Agreement as amended hereby and as further amended from
time to time.
4.3 Except as expressly contemplated hereby, the Borrowers and the Guarantors
agree that the Credit Agreement, all related Notes, the Security Documents and
all other documents and agreements executed by any Borrower or any Guarantor in
connection with the Credit Agreement in favor of the Agent or the Banks are
ratified and confirmed and shall remain in full force and effect and that the
Borrowers and the Guarantors have no set off, counterclaim, defense or other
claim or dispute with respect to any of the foregoing. Terms used but not
defined herein shall have the respective meanings ascribed thereto in the Credit
Agreement.
4.4 This First Amendment shall be governed by and construed in accordance with
the laws of the State of Michigan.
4.5 This Amendment may be signed upon any number of counterparts with the same
effect as if the signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the parties signing this Amendment have caused this
Amendment to be executed and delivered as of December 31, 1995 which shall be
the Effective Date of this Amendment.
XXXXXXXX RESOURCES, INC.
By:/s/ M. XXX XXXXXXX
M. Xxx Xxxxxxx, its president and
chief executive officer
XXXXXXXX OIL & GAS, INC.
By:/s/ M. XXX XXXXXXX
M. Xxx Xxxxxxx, its president and
chief executive officer
XXXXXXXX OIL & GAS -- LOUISIANA, INC.
By:/s/ M. XXX XXXXXXX
M. Xxx Xxxxxxx, its president and
chief executive officer
XXXXXXXX OFFSHORE ENERGY, INC.
By:/s/ M. XXX XXXXXXX
M. Xxx Xxxxxxx, its president and
chief executive officer
NBD BANK, as a Bank and as Agent
By:/s/ D. XXXXXX XXXXXXX
Its:first vice president
BANK ONE, TEXAS, NA
By: /s/XXXX XXXXXXX
Its:vice president
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CONSENT AND ACKNOWLEDGEMENT
Each of the undersigned Guarantors is hereby executing this Amendment for
the purpose of agreeing to all of the terms and provisions hereof applicable to
it, and making the representations and warranties applicable to it.
XXXXXXXX MANAGEMENT CORPORATION
By:/s/ M. XXX XXXXXXX
M. Xxx Xxxxxxx, its president and
executive officer
XXXXXXXX NATURAL GAS, INC.
By:/s/XXXXXX X. XXXXX
Xxxxxx X. Xxxxx, its senior vice-
president and chief financial
officer
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