THIRD AMENDMENT TO
THIRD RESTATEMENT OF CREDIT AGREEMENT
THIS THIRD AMENDMENT TO THIRD RESTATEMENT OF CREDIT
AGREEMENT (herein called this "Amendment") made as of the 12th
day of February, 1997, by and among Forcenergy Inc, a Delaware
corporation formerly known as Forcenergy Gas Exploration, Inc.
("Borrower"), and Internationale Nederlanden (U.S.) Capital
Corporation, a Delaware corporation, as Agent ("Agent"), on
behalf of the financial institutions which are signatories to the
Original Agreement as hereinafter defined (collectively,
"Lenders"),
RECITALS
1. Borrower, Agent and Lenders have entered into that
certain Third Restatement of Credit Agreement dated as of April
26, 1996, as amended by (i) a First Amendment to Third
Restatement of Credit Agreement dated July 11, 1996 between
Borrower and Agent on behalf of Lenders and (ii) a Second
Amendment to Third Restatement of Credit Agreement dated November
6, 1996 between Borrower, Agent and Lenders (as so amended, the
"Original Agreement"), for the purpose and consideration therein
expressed, whereby Lenders became obligated to make loans to
Borrower as therein provided.
2. Borrower intends to issue its 8.5% Senior Subordinated
Notes due 2007 in the original principal amount of up to
$200,000,000 (the "2007 Senior Subordinated Notes") and has
requested that Lenders amend the Original Agreement to permit the
incurrence by Borrower of the indebtedness evidenced by the 2007
Senior Subordinated Notes.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein and in the
Original Agreement and 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" shall mean this Third Amendment to Third
Restatement of Credit Agreement.
"Credit Agreement" shall mean the Original Agreement as
amended hereby.
ARTICLE II.
Amendments to Original Agreement
Section 2.1 Defined Terms. Section 1.1 of the Original
Agreement is hereby amended by adding the following definition of
"1997 Indenture" immediately after the definition of "Maximum
Loan Amount" where it appears in such Section:
"1997 Indenture" means that certain Indenture entered
into on February 14, 1997 between Borrower and Bankers Trust
Company, as trustee, pursuant to which the 1997 Senior
Subordinated Notes were issued, as such instrument was in
effect on the date of execution.
Section 1.1 of the Original Agreement is hereby further
amended by adding the following definition of "2007 Senior
Subordinated Notes" immediately after the definition of "Tranche"
where it appears in such Section:
"2007 Senior Subordinated Notes" means the 8.5% Senior
Subordinated Notes due 2007 in an original principal amount
not to exceed $200,000,000 issued by Borrower pursuant to
the 1997 Indenture. Section 1.1 of the Original Agreement
is hereby further amended by deleting the definition
of "Indenture" and substituting therefore the following
definition of " 1996 Indenture" immediately after the
definition of "1997 Indenture " where it appears in such
Section:
"1996 Indenture" means that certain Indenture entered
into on or about November 6, 1996 between Borrower and
Bankers Trust Company, as trustee, pursuant to which the
2006 Senior Subordinated Notes were issued, as such
instrument was in effect on the date of execution.
Section 1.1 of the Original Agreement is hereby further
amended by deleting the definition of "Senior Subordinated Notes"
and substituting therefor the following definition of "2006
Senior Subordinated Notes" immediately after the definition of
"2007 Senior Subordinated Notes" where it appears in such
Section:
"2006 Senior Subordinated Notes" means the 9.5% Senior
Subordinated Notes due 2006 in an original principal amount
not to exceed $175,000,000 issued by Borrower pursuant to
the 1996 Indenture.
The definition of "Subordinated Debt" in Section 1.1 of the
Original Agreement is hereby amended in its entirety to read as
follows:
"Subordinated Debt" means collectively the Debt
evidenced by the 2006 Senior Subordinated Notes and the 2007
Senior Subordinated Notes.
The definition of "Subordinated Debt Documents" in Section
1.1 of the Original Agreement is hereby amended in its entirety
to read as follows:
"Subordinated Debt Documents" means collectively the
1996 Indenture and the 1997 Indenture.
Section 2.2 Restricted Debt. Paragraph (a) of Section
5.2 of the Original Agreement is hereby amended by deleting each
reference to "Senior Subordinated Notes" and "Indenture" where
such terms appear in subparagraph (8) thereof and substituting
therefor the terms "2006 Senior Subordinated Notes" and "1996
Indenture", respectively.
Paragraph (a) of Section 5.2 of the Original Agreement is
hereby further amended by deleting the word "and" at the end of
subparagraph (7) thereof, by changing the period to a semicolon
where it appears at the end of subparagraph (8) thereof and
adding the word "and" at the end of such subparagraph, and by
adding the following subparagraph "(9)" immediately after such
subparagraph (8):
"(9) Debt evidenced by the 2007 Senior Subordinated
Notes; provided that (i) the 2007 Senior Subordinated Notes
shall not be repurchased or redeemed in whole or in part
prior to their stated maturity date, whether at the option
of Borrower or pursuant to a mandatory redemption
requirement under the 1997 Indenture; (ii) the principal
amount of such Debt shall not be increased, refinanced, or
refunded prior to its stated maturity date; (iii) the
interest rate thereon shall not be increased above its
stated rate; (iv) any prepayment charges, fees, expenses or
other amounts payable with respect to such Debt shall not be
increased; and (v) such Debt shall not be defeased in whole
or in part by Borrower pursuant to an election under Article
8 of the 0000 Xxxxxxxxx or otherwise."
Section 2.3 Certain Contracts; Amendments; Multiemployer
ERISA Plans. The last sentence of Paragraph (j) of Section 5.2
of the Original Agreement is hereby amended in its entirety to
read as follows:
"No Related Person will amend or modify or permit any
amendment or modification to any contract or instrument
governing the Debt evidenced by the 2006 Senior Subordinated
Notes or the 2007 Senior Subordinated Notes the effect of
which would be to change any of the material terms of such
contract or instrument, including without limitation, any
amendment or modification that (i) would increase the amount
of, or shorten the maturity of, any payment of any principal
amount of the 2006 Senior Subordinated Notes or the 2007
Senior Subordinated Notes; (ii) would change the terms of
subordination of such Debt to the Obligations; or (iii)
would be, in the opinion of Majority Lenders, materially
more burdensome to Borrower than the obligations and
requirements imposed by the 2006 Senior Subordinated Notes
and the 1996 Indenture or the 2007 Senior Subordinated Notes
and the 1997 Indenture, as the case may be."
ARTICLE III.
Conditions of Effectiveness
Section 3.1 Effective Date. This Amendment shall become
effective as of the date first above written when, and only when,
(i) Agent shall have received, at Agent's office, a counterpart
of this Amendment executed and delivered by Borrower, and (ii)
Majority Lenders shall have consented to the execution and
delivery by Agent of this Amendment on their behalf.
ARTICLE IV.
Representations and Warranties
Section 4.1 Representations and Warranties of Borrower.
In order to induce Agent to enter into this Amendment on behalf
of Majority Lenders, Borrower represents and warrants to Agent
for the benefit of each Lender that:
(a) The representations and warranties contained in
Section 4.1 of the Original Agreement are true and correct
in all material respects at and as of the time of the
effectiveness hereof.
(b) Borrower is duly authorized to execute and deliver
this Amendment and is and will continue to be duly
authorized to borrow monies and to perform its obligations
under the Credit Agreement. Borrower has duly taken all
corporate action necessary to authorize the execution and
delivery of this Amendment and to issue the 2007 Senior
Subordinated Notes.
(c) The execution and delivery by Borrower of this
Amendment and the performance by Borrower of its obligations
hereunder and the issuance of the 2007 Senior Subordinated
Notes by Borrower do not and will not conflict with any
provision of law, statute, rule or regulation or of the
certificate of incorporation and bylaws of Borrower, or of
any material agreement, judgment, license, order or permit
applicable to or binding upon Borrower, or result in the
creation of any lien, charge or encumbrance upon any assets
or properties of Borrower. Except for those which have been
obtained, no consent, approval, authorization or order of
any court or governmental authority or third party is
required in connection with the execution and delivery by
Borrower of this Amendment or the issuance of the 2007
Senior Subordinated Notes.
(d) When duly executed and delivered, each of this
Amendment and the Credit Agreement will be a legal and
binding obligation of Borrower, enforceable in accordance
with its terms, except as limited by bankruptcy, insolvency
or similar laws of general application relating to the
enforcement of creditors' rights and by equitable principles
of general application.
(e) The audited Consolidated financial statements of
Borrower dated as of December 31, 1995 and the unaudited
financial statements of Borrower dated as of September 30,
1996 fairly present the Consolidated financial position at
such dates and the Consolidated statement of operations and
the changes in Consolidated financial position for the
periods ending December 31, 1995 and September 30, 1996 for
Borrower. Copies of such financial statements have
heretofore been delivered to each Lender. Since September
30, 1996, no material adverse change has occurred in the
financial condition or businesses of Borrower except for
changes in oil and gas prices that affect the industry in
which Borrower operates.
(f) Borrower has provided Agent true and complete
copies of the form of the 2007 Senior Subordinated Notes and
the 1997 Indenture governing such notes and such forms have
not been modified in any respect since being provided to
Agent.
ARTICLE V.
Miscellaneous
Section 5.1 Ratification of Agreements. The Original
Agreement as hereby amended is hereby ratified and confirmed in
all respects and shall remain in full force and effect. Any
reference to the Credit Agreement in any Loan Document shall be
deemed to be a reference to the Original Agreement as hereby
amended. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein or
therein, operate as a waiver of any right, power or remedy of
Lenders 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 5.2 Loan Documents. This Amendment is a Loan
Document, and all provisions in the Credit Agreement pertaining
to Loan Documents apply hereto and thereto.
Section 5.3 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.
Section 5.4 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.
IN WITNESS WHEREOF, this Amendment is executed as of the
date first above written.
FORCENERGY INC (formerly known as Forcenergy Gas Exploration, Inc.)
By: _______________________
Name: _______________________
Title:_______________________
INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION, as Agent on
behalf of Lenders
By: ___________________________
Name:___________________________
Title:__________________________
CONSENT AND AGREEMENT
Forcenergy International Inc., a Delaware corporation, and
Forcenergy Resources Inc., a Delaware corporation, each hereby
consents to the provisions of this Amendment and the transactions
contemplated herein and hereby ratifies and confirms its Guaranty
dated as of January 22, 1997 made by it for the benefit of
Lenders, and agrees that its obligations and covenants thereunder
are unimpaired hereby and shall remain in full force and effect.
FORCENERGY INTERNATIONAL INC.
By:
Name:
Title:
FORCENERGY RESOURCES INC.
By:
Name:
Title:
