EXHIBIT 10.19
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is made
as of April 20, 2001, among COHO ENERGY, INC., a Texas corporation (the
"Borrower"), the various financial institutions as are, or may from time to time
become, parties to the Credit Agreement (the "Lenders"), THE CHASE MANHATTAN
BANK, as administrative agent for the Lenders (the "Administrative Agent"), THE
CHASE MANHATTAN BANK, as Issuing Bank, MEESPIERSON CAPITAL CORP., as
Documentation Agent, and FLEET NATIONAL BANK, as Syndication Agent.
WITNESSETH:
WHEREAS, the Borrower, the Lenders, the Agents and the Issuing Bank
have heretofore entered into that certain Credit Agreement, dated as of March
31, 2000 (together with all amendments, supplements, restatements and other
modifications, if any, from time to time thereafter made thereto, the "Credit
Agreement"), and
WHEREAS, the Borrower, the Lenders, the Agents and the Issuing Bank now
intend to amend the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, each of the Borrower, the Lenders, the Agents, and
the Issuing Bank hereby agree as follows:
SECTION 1. Defined Terms. All capitalized terms used but not otherwise
defined herein shall have the meanings given in the Credit Agreement, as amended
by this Amendment.
SECTION 2. Amendments to Credit Agreement.
a. Effective January 1, 2001, the definition of "Current Ratio"
contained in Section 1.1 of the Credit Agreement hereby is amended in its
entirety to the following:
" "Current Ratio" means, as of any date a determination thereof
is to be made, the ratio of
(a) the sum of (i) the amount of the consolidated current
assets of the Borrower and its Subsidiaries plus (ii) the amount of the
Borrowing Base Excess
to
(b) the amount of the consolidated current liabilities of the
Borrower and its Subsidiaries,
provided that the requirements of Statement of Financial Accounting
Standards 133, as modified by Statement of Financial Accounting
Standards 137, of the Financial Accounting Standards Board, with
respect to the non-cash balance sheet and income statement treatment of
derivative instruments, including, without limitation, the valuation of
such instruments and accounting for fluctuations in such value, will be
disregarded for purposes of calculating the foregoing ratio."
SECTION 3. Waiver. The Borrower has notified the Administrative Agent
and the Lenders that mergers involving the following Subsidiaries of the
Borrower have taken place as of the indicated date (the "Mergers"):
a. Interstate Natural Gas Company, a Delaware corporation
("INGC"), merged into Coho Resources, Inc., a Nevada
corporation ("CRI"), effective as of December 31, 2000;
b. Coho Louisiana Production Company, a Delaware corporation
("CLPC"), merged into CRI effective as of December 31, 2000;
c. Coho Marketing & Transportation, Inc., a Nevada corporation
("CMTI"), merged into CRI effective as of December 31, 2000;
d. Coho Exploration, Inc., a Delaware corporation ("CEI"), merged
into CRI effective as of December 31, 2000; and
e. Coho Shell Company, a Delaware corporation ("CSC"), merged
into Borrower effective as of January 26, 2001.
In addition, the Borrower has notified the Administrative Agent and the Lenders
that the Borrower intends to merge Coho Resources Limited, an Alberta
corporation ("CRL"), into the Borrower in the near future (the "Proposed
Merger").
Borrower has requested the waiver by the Lenders of, and the Lenders
hereby waive, any Default or Event of Default occurring under any terms or
provisions of the Credit Agreement or the other Loan Documents in connection
with the Mergers or the Proposed Merger; provided that such waiver only shall
continue to be effective if the Administrative Agent receives all modifications
to the Loan Documents reasonably requested in writing by the Administrative
Agent necessitated by such Mergers or the Proposed Merger, in form and substance
acceptable to the Administrative Agent, in its reasonable discretion. This
waiver shall not be deemed to be a waiver of the requirements of any other terms
or provisions of the Credit Agreement or the other Loan Documents with respect
to the Mergers or the Proposed Merger or of any prohibitions in the Loan
Documents relating to future mergers involving the Borrower or any Subsidiaries
of the Borrower.
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SECTION 4. Conditions to Effectiveness. Subject to Section 2 hereof
(the effective date of which shall be as therein provided), the effectiveness of
this Amendment is conditioned upon the Administrative Agent receiving the
following, in form and substance acceptable to the Administrative Agent in its
reasonable discretion:
a. This Amendment executed by the Borrower;
b. Ratification, and appropriate UCC-3 Financing Statement Change
forms, executed by CRI,;
c. Ratification, and appropriate UCC-3 Financing Statement Change
forms, executed by Borrower;
d. Evidence of the consummation of the Mergers, including, copies
of the certificates of merger, certified as being true and
correct copies by an Authorized Officer of the Borrower,
satisfactory to the Administrative Agent, in its reasonable
discretion; and
e. Such other documents as the Administrative Agent shall have
requested in writing, in its reasonable discretion.
All documents executed or submitted pursuant hereto by or on behalf of Borrower
or any of its Subsidiaries shall be satisfactory in form and substance to the
Administrative Agent and Administrative Agent shall have received all
information, approvals, opinions, documents or instruments as Lender or its
counsel may reasonably request.
SECTION 5. Representations and Warranties. To confirm each Lender's
understanding concerning Borrower and its businesses, properties and
obligations, and to induce the Agents, the Issuing Bank and each Lender to enter
into this Amendment, the Borrower hereby reaffirms to the Agents, the Issuing
Bank and each Lender that, as of the date hereof and for this purpose giving
effect to this Amendment as if in force at all times from and after January 1,
2001, its representations and warranties contained in Article III of the Credit
Agreement and in the other Loan Documents to which it is a party (except to the
extent such representations and warranties relate solely to an earlier date) are
true and correct and additionally represents and warrants as follows:
a. The execution, delivery and performance by the Borrower of this
Amendment and each other Loan Document executed or to be executed by
it, and the execution, delivery and performance by each other Obligor
of each Loan Document executed or to be executed by it, are within the
Borrower's and each such Obligor's corporate, limited liability company
and/or partnership powers, and have been duly authorized by all
necessary corporate, limited liability company and/or partnership
action, and if required, stockholder, member and/or partner action.
This Amendment has been duly executed and delivered by the Borrower and
this Amendment and the Credit Agreement as amended by this Amendment
each constitute, and each other Loan Document executed or to be
executed by any Obligor, when executed
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and delivered by such Obligor, will constitute, a legal, valid and
binding obligation of the Borrower or such Obligor (as the case may
be), enforceable in accordance with their respective terms.
b. The execution, delivery and performance by the Borrower of this
Amendment, the Credit Agreement and each other Loan Document executed
or to be executed by it, and the execution, delivery and performance by
each other Obligor of each Loan Document executed or to be executed by
it, (a) do not require any Governmental Approval or third party
approvals, except such as have been obtained or made and are in full
force and effect and except filings necessary to perfect Liens created
under the Loan Documents, (b) will not violate any applicable
Governmental Rule or the Organic Documents of the Borrower or any such
Obligor or any order of any Governmental Authority, (c) will not
violate or result in a default under any indenture, agreement or other
instrument binding upon the Borrower or any such Obligor or its assets,
or give rise to a right thereunder to require any payment to be made by
the Borrower or any such Obligor, and (d) will not result in the
creation or imposition of any Lien on any asset of the Borrower or any
such Obligor except Liens created under the Loan Documents.
SECTION 6. Reaffirmation of Credit Agreement. This Amendment
constitutes a "Loan Document" as defined in the Credit Agreement and shall be
deemed to be an amendment of the Credit Agreement, and the Credit Agreement, as
amended and restated hereby, is hereby ratified, approved and confirmed in each
and every respect. All references to the Credit Agreement in any other document,
instrument, agreement or writing shall hereafter be deemed to refer to the
Credit Agreement as amended by this Amendment.
SECTION 7. Counterparts. This Amendment may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute
one and the same Amendment.
SECTION 8. GOVERNING LAW. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF TEXAS.
SECTION 9. Severability. Any provision of this Amendment held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.
SECTION 10. Entire Agreement. THIS WRITTEN 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.
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THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
COHO ENERGY, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President and
Chief Financial Officer
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THE CHASE MANHATTAN BANK, individually
as a Lender and as Administrative Agent
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
S-2
THE CHASE MANHATTAN BANK,
as Issuing Bank
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
S-3
FORTIS CAPITAL CORP.,
successor-in-interest to Meespierson
Capital Corp., individually as a Lender
and as Documentation Agent
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
S-4
FLEET NATIONAL BANK, individually as a
Lender and as Syndication Agent
By: /s/ Xxxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Managing Director
S-5
CREDIT LYONNAIS, NEW YORK BRANCH,
individually as Lender
By: /s/ Philippe Soustra
-------------------------------------
Name: Philippe Soustra
Title: Executive Vice President
By:
-------------------------------------
Name:
Title:
S-6
ABN AMRO BANK N.V., individually as Lender
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
Title: Group Vice President
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx
Title: Group Vice President
S-7
GENERAL ELECTRIC CAPITAL CORPORATION,
individually as Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Portfolio Manager
S-8
CIBC INC., individually as Lender
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Authorized Signature
By:
-------------------------------------
Name:
Title:
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CREDIT AGRICOLE INDOSUEZ, individually
as Lender
By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: First Vice President, Managing
Director, Head of Houston
Representative Office
By: /s/ Xxxxx X. Kniezeak
-------------------------------------
Name: Xxxxx X. Kniezeak
Title: First Vice President
S-10
NATEXIS BANQUES POPULAIRES, individually
as Lender
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
By: /s/ Xxxxxx X. x'Xxxxxx
-------------------------------------
Name: Xxxxxx X. x'Xxxxxx
Title: Senior Vice President
and Regional Manager
S-11