NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 11, 2008 among GOODRICH PETROLEUM COMPANY, L.L.C., as Borrower, BNP PARIBAS, as Administrative Agent, and The Lenders Party Hereto
Exhibit 10.1
EXECUTION COPY
NINTH AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of
January 11, 2008
among
XXXXXXXX PETROLEUM COMPANY, L.L.C.,
as Borrower,
as Borrower,
BNP PARIBAS,
as Administrative Agent,
as Administrative Agent,
and
The Lenders Party Hereto
NINTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT
THIS NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Ninth Amendment”)
dated as of January 11, 2008, is among XXXXXXXX PETROLEUM COMPANY, L.L.C., a Louisiana
limited liability company (“Borrower”); each of the undersigned Guarantors (collectively,
the “Guarantors”); BNP PARIBAS, as administrative agent (in such capacity, together with
its successors in such capacity, “Administrative Agent”) for the lenders party to the
Credit Agreement referred to below (collectively, the “Lenders”); and the undersigned
Lenders.
RECITALS
A. Borrower, Administrative Agent and the Lenders are parties to that certain Amended and
Restated Credit Agreement dated as of November 17, 2005, as amended by the First Amendment to
Amended and Restated Credit Agreement, dated December 14, 2005, the Second Amendment to Amended and
Restated Credit Agreement, dated June 21, 2006, the Third Amendment to Amended and Restated Credit
Agreement, dated August 30, 2006, the Fourth Amendment to Amended and Restated Credit Agreement,
dated November 30, 2006, the Fifth Amendment to Amended and Restated Credit Agreement, dated August
7, 2007, the Sixth Amendment to Amended and Restated Credit Agreement, dated September 17, 2007,
the Seventh Amendment to Amended and Restated Credit Agreement, dated September 25, 2007, and the
Eighth Amendment to Amended and Restated Credit Agreement, dated November 30, 2007 (as amended, the
“Credit Agreement”), pursuant to which the Lenders have made certain loans to and other
extensions of credit on behalf of Borrower.
B. Borrower has requested, and the Lenders have agreed, to amend certain provisions of the
Credit Agreement.
C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
Section 1. Defined Terms. Each capitalized term used herein but not otherwise
defined herein has the meaning given such term in the Credit Agreement. Unless otherwise
indicated, all article and section references in this Ninth Amendment refer to articles and
sections of the Credit Agreement.
Section 2. Amendments to Credit Agreement.
2.1 Definitions.
(a) Section 1.1 is hereby amended by amending and restating or adding the following
definitions:
“Agreement” means this Amended and Restated Credit Agreement, as amended by
the First Amendment to Amended and Restated Credit Agreement, dated December 14,
2005, the Second Amendment to Amended and Restated Credit
Agreement, dated June 21, 2006, the Third Amendment to Amended and Restated Credit
Agreement, dated August 30, 2006, the Fourth Amendment to Amended and Restated
Credit Agreement, dated November 30, 2006, the Fifth Amendment to Amended and
Restated Credit Agreement, dated August 7, 2007, the Sixth Amendment to Amended and
Restated Credit Agreement, dated September 17, 2007, the Seventh Amendment to
Amended and Restated Credit Agreement, dated September 25, 2007, the Eight Amendment
to Amended and Restated Credit Agreement, dated November 30, 2007, and Ninth
Amendment to Amended and Restated Credit Agreement, dated January 11, 2008.
“Ninth Amendment Effective Date” means January 11, 2008.
“Second Lien Borrowing” has the meaning given to the term Borrowing as such
term is defined in the Second Lien Term Loan Agreement.
“Second Lien Obligations” has the meaning given to the term Obligation as
such term is defined in the Second Lien Term Loan Agreement.
“Second Lien Term Loan Agreement” means that certain second lien term loan
agreement among the Borrower, BNP Paribas, as the agent for the lenders and the
lenders party thereto.
“Second Lien Term Loan Documents” means the Second Lien Term Loan Agreement
and any “Loan Documents” (as defined therein), in each case, together with all
amendments, modifications and supplements thereto permitted by Section 9.9(b).
2.2 Section 5.6. Section 5.6 is hereby amended and restated in its entirety as
follows:
“Section 5.6. Second Lien Term Loan Agreement Collateral. Borrower agrees
that it will not, and will not permit any Restricted Company to, xxxxx x Xxxx on any
Property to secure the Second Lien Obligations without first (a) giving fifteen (15)
days’ prior written notice to Administrative Agent thereof (except with respect to
the Liens granted on the closing date of the Second Lien Term Loan Agreement to
secure the Second Lien Obligations) and (b) granting to Administrative Agent to
secure the Obligation a first-priority, perfected Lien on this same Property
pursuant to Collateral Documents in form and substance satisfactory to
Administrative Agent. In connection therewith, Borrower shall, or shall cause the
Restricted Companies to, execute and deliver such other additional closing
documents, certificates and legal opinions as shall reasonably be requested by
Administrative Agent.”
2.3 Section 8.11. Section 8.11 is hereby amended and restated in its entirety as
follows:
“Section 8.11. Subsidiaries. In respect of each present and future
Restricted Company (whether as a result of acquisition, creation, or otherwise),
Borrower shall promptly and fully cause (a) such Restricted Company to guarantee the
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Obligation as required by Section 5.1, (b) the Equity Interests of such Restricted
Company to become subject to Lender Liens pursuant to Collateral Documents in form
and substance satisfactory to Administrative Agent (and in connection therewith,
Borrower shall cause the delivery of original stock certificates evidencing the
Equity Interests of such Restricted Company, together with an appropriate undated
stock powers for each certificate duly executed in blank by the registered owner
thereof), (c) the other Properties of such Restricted Company to become subject to
Lender Liens as required by Section 5.2 pursuant to Collateral Documents in form and
substance satisfactory to Administrative Agent and (d) such Restricted Company to
otherwise be in compliance with Article V.”
2.4 Section 9.9(b). Section 9.9(b) is hereby amended and restated in its entirety
as follows:
“(b) Redemption of Second Lien Borrowing; Amendment of Second Lien Term Loan
Documents. Borrower will not, and will not permit any Restricted Company to:
(i) prior to the date that is ninety-one (91) days after the Stated-Termination
Date, call, make or offer to make any optional or voluntary Redemption of or
otherwise optionally or voluntarily Redeem (whether in whole or in part) the Second
Lien Borrowing, provided that Borrower may optionally prepay the Second Lien
Borrowing, including refinancings thereof, if (A) no Potential Default or Default
has occurred and is continuing or would exist after giving effect to such prepayment
or refinancing, and (B) after giving effect to such prepayment or refinancing,
Borrower would have at least $25,000,000 of unused availability under the then
effective Borrowing Base, or (ii) amend, modify, waive or otherwise change, consent
or agree to any amendment, modification, waiver or other change to, any of the terms
of any Second Lien Term Loan Document if (A) the effect thereof would be to shorten
the maturity of the Second Lien Borrowing or shorten the average life or increase
the amount of any payment of principal thereof or increase the rate or add call or
pre-payment premiums or shorten any period for payment of interest thereon, (B) such
action requires the payment of a consent fee (howsoever described), (C) such action
adds additional Property as collateral to secure the Second Lien Obligations unless
Borrower complies with Section 5.6 or (D) such action adds any covenants or defaults
without this agreement being contemporaneously amended to add substantially similar
covenants or defaults, provided that the foregoing shall not prohibit the execution
of supplemental agreements to add guarantors if required by the terms thereof
provided that any such guarantor also guarantees the Obligation pursuant to a
written guaranty in form and substance satisfactory to Administrative Agent and each
of Borrower and such guarantor otherwise complies with Section 5.1.”
2.5 Section 10.4. Section 10.4 is hereby amended and restated in its entirety as
follows:
“During the period that any of the Second Lien Borrowings are outstanding, as of any
date of determination, the ratio of Total PV then in effect to Total Debt
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(excluding the Convertible Notes) as of such day shall not be less than 1.5 to 1.0.”
2.7 Section 11.12. Section 11.12 is hereby amended and restated in its entirety as
follows:
“The Intercreditor Agreement, after delivery thereof shall for any reason, except to
the extent permitted by the terms thereof, cease to be in full force and effect and
valid, binding and enforceable in accordance with its terms against Borrower or any
party thereto or any lender of any Second Lien Borrowing or shall be repudiated by
any of them, or cause the Liens of the Second Lien Term Loan Documents to be senior
or pari passu in right to the Liens of this agreement, or any
payment by Borrower or any guarantor in violation of the terms of the Intercreditor
Agreement.”
2.8 Schedule 9.2. Item #8 on Schedule 9.2 is hereby amended and restated as follows:
“8. Debt under the Second Lien Term Loan Documents and any guarantees thereof, the
principal amount of which Debt does not exceed $75,000,000 in the aggregate, and any
refinancing or replacement thereof, subject to the Intercreditor Agreement.”
2.8 Schedule 9.4. Item #12 on Schedule 9.4 is hereby amended and restated as follows:
“12. Liens on Property securing the Second Lien Obligations and any guaranties
thereof as permitted by Section 9.2; provided, however, that (a) such Liens securing
such Debt are subordinate to the Liens securing the Obligation, this agreement and
the other Loan Documents pursuant to the Intercreditor Agreement and (b) both before
and after giving effect to the incurrence of any such Lien, Borrower is in
compliance with Section 5.6.”
2.6 Section 3 of the Eighth Amendment. Section 3 of the Eighth Amendment to Amended
and Restated Credit Agreement, dated November 30, 2007, is hereby amended by replacing the term
“Second Lien Notes” in each place such term appears in such Section with the term “Second Lien
Borrowing”.
Section 3. Conditions Precedent. This Ninth Amendment shall not become effective
until the date on which each of the following conditions is satisfied (or waived in accordance with
Section 14.8 of the Credit Agreement) (the “Effective Date”):
3.1 The Administrative Agent shall have received from the Determining Lenders, Borrower and
the Guarantors, counterparts (in such number as may be requested by Administrative Agent) of this
Ninth Amendment signed on behalf of such Persons.
3.2 No Default shall have occurred and be continuing, after giving effect to the terms of this
Ninth Amendment.
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3.3 The Administrative Agent shall have received such other documents as Administrative Agent
or special counsel to Administrative Agent may reasonably request.
Section 4. Miscellaneous.
4.1 Confirmation. The provisions of the Credit Agreement, as amended by this Ninth
Amendment, shall remain in full force and effect following the effectiveness of this Ninth
Amendment.
4.2 Second Lien Term Loan Proceeds. Borrower and each Guarantor hereby covenants and
agrees that all of the proceeds of any loans made pursuant to the Second Lien Term Loan Agreement
will be used, upon receipt of such loan proceeds, (a) to prepay Principal Debt and accrued and
unpaid interest up to the date of prepayment according to the terms of the Credit Agreement without
a termination of any of the Commitments and (b) for general corporate purposes.
4.3 Ratification and Affirmation; Representations and Warranties. Borrower and each
Guarantor hereby (a) acknowledges the terms of this Ninth Amendment; (b) ratifies and affirms its
obligations under, and acknowledges, renews and extends its continued liability under, each Loan
Document to which it is a party and agrees that each Loan Document to which it is a party remains
in full force and effect, except as expressly amended or modified hereby, notwithstanding the
amendments and modifications contained herein and (c) represents and warrants to the Lenders that
as of the date hereof, after giving effect to the terms of this Ninth Amendment: (i) all of the
representations and warranties contained in each Loan Document to which it is a party are true and
correct, except to the extent any such representations and warranties are expressly limited to an
earlier date, in which case, such representations and warranties shall continue to be true and
correct as of such specified earlier date, (ii) no Default has occurred and is continuing and (iii)
since November 17, 2005, there has been no event, development or circumstance that has had or could
reasonably be expected to have a Material Adverse Event.
4.4 Loan Document. This Ninth Amendment is a “Loan Document” as defined and described
in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to
Loan Documents shall apply hereto.
4.5 Counterparts. This Ninth Amendment may be executed by one or more of the parties
hereto in any number of separate counterparts, and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. Delivery of this Ninth Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.
4.6 NO ORAL AGREEMENT. THIS NINTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
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4.7 GOVERNING LAW. THIS NINTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY
AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF TEXAS.
[SIGNATURES BEGIN NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Ninth Amendment to be duly executed as
of the date first written above.
| BORROWER: | XXXXXXXX PETROLEUM COMPANY, L.L.C. |
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| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer |
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| GUARANTOR: | XXXXXXXX PETROLEUM CORPORATION |
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| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer |
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Signature Page to Ninth Amendment to A&R Credit Agreement
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| ADMINISTRATIVE AGENT: | BNP Paribas, as a Lender and as
Administrative Agent |
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| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Vice President | |||
Signature Page to Ninth Amendment to A&R Credit Agreement
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| LENDER: | Comerica Bank, as Lender |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
Signature Page to Ninth Amendment to A&R Credit Agreement
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| LENDER: | BMO Capital Markets Financing, Inc. (formerly known as Xxxxxx Xxxxxxx Financing, Inc.), as Lender |
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| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
Signature Page to Ninth Amendment to A&R Credit Agreement
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| LENDER: Deutsche Bank Trust Company Americas, as Lender | ||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxx Xxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxx | |||
| Title: | Vice President | |||
Signature Page to Ninth Amendment to A&R Credit Agreement
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