Exhibit 10.14 FIRST AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 10, 1998
Exhibit 10.14
FIRST AMENDMENT TO THE AMENDED
AND RESTATED CREDIT AGREEMENT
dated as of December 10, 1998
among
VINTAGE PETROLEUM, INC.,
as the Borrower,
and
CERTAIN COMMERCIAL LENDING INSTITUTIONS,
as the Lenders,
BANK OF MONTREAL,
acting through certain U.S. branches or agencies,
as administrative agent,
NATIONSBANK, N.A.,
as syndication agent,
and
SOCIETE GENERALE, SOUTHWEST AGENCY,
as documentation agent.
Bank of Montreal
as Arranger
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
December 10, 1998, among VINTAGE PETROLEUM, INC., a Delaware corporation (the
"Borrower"), the various financial institutions as are or may become parties
hereto (collectively, the "Lenders"), NATIONSBANK, N.A., as syndication agent,
SOCIETE GENERALE, SOUTHWEST AGENCY, as documentation agent, and BANK OF
MONTREAL, acting through certain of its U.S. branches or agencies ("Bank of
Montreal"), as administrative agent (the "Agent") for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower and Bank of Montreal (in its capacity as Agent
and as Lender) have heretofore entered into that certain Amended and Restated
Credit Agreement, dated as of October 21, 1998 (as amended the "Credit
Agreement"); and
WHEREAS, the Borrower, the Agent and the Lenders now intend to amend
the Credit Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, each of the Borrower, the Agent and the Lenders
agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit Agreement are
used in this First Amendment with the same meaning, unless otherwise indicated.
SECTION 2. Amendment to Credit Agreement.
A. Section 7.2.2 is hereby amended by adding the following clause (s)
at the end of such Section before the period:
"; and (s) Indebtedness of the Borrower in an aggregate outstanding
amount not to exceed $150,000,000, plus premium and interest, to be
issued on or before May 1, 1999; provided such Indebtedness (i) is
subordinated in right of payment to the payment in full in cash of all
Obligations, upon terms similar to those in Borrower's $150,000,000
Senior Subordinated Notes Due 2005 and Borrower's $100,000,000 Senior
Subordinated Notes Due 2009 (the "Existing Subordinated Debt"), (ii)
has terms, provisions, covenants and events of default not materially
more restrictive than the Borrower's Existing Subordinated Debt, (iii)
has no scheduled principal payments due sooner than ten years from the
date of issuance and (iv) bears interest at a coupon rate of 10% or
less".
B. Section 7.2.11 is hereby amended (i) by replacing the reference to
"clause (b), (p) or (r) of Section 7.2.2" with "clause (b), (p), (r) or (s) of
Section 7.2.2" and (ii) by replacing each reference to "clause (p) or (r) of
Section 7.2.2" with "clause (p), (r) or (s) of Section 7.2.2".
2
C. Section 2.7.1 is hereby amended by adding the following sentence at
the end of such section following the period:
"As of the date of the issuance of the subordinated Indebtedness
referred to in Section 7.2.2(s), the then Borrowing Base shall be
reduced by an amount equal to 45% of the principal amount of such
subordinated Indebtedness".
SECTION 3. Reaffirmation of Credit Agreement. This First Amendment
shall be deemed to be an amendment to the Credit Agreement, and the Credit
Agreement, as amended 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 hereby.
SECTION 4. Severability. Any provision of this First Amendment, the
Credit Agreement as amended by this First Amendment or any other Loan Document
which is prohibited or unenforceable in any jurisdiction shall, as to such
provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this First Amendment, the Credit Agreement as amended by this First Amendment or
such Loan Document or affecting the validity or enforceability of such provision
in any other jurisdiction.
SECTION 5. Headings. The various headings of this First Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this First Amendment or any provisions hereof.
SECTION 6. Execution in Counterparts, Effectiveness, etc. This First
Amendment may be executed by the parties hereto in several counterparts, each of
which shall be executed by the different parties on different counterparts and
be deemed to be an original and all of which shall constitute together but one
and the same First Amendment.
SECTION 7. Governing Law; Entire Agreement. THIS FIRST AMENDMENT SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF ILLINOIS. This First Amendment constitutes the entire understanding
among the parties hereto with respect to the subject matter hereof and
supersedes any prior agreements, written or oral, with respect thereto.
THIS WRITTEN FIRST AMENDMENT REPRESENTS THE FINAL AGREEMENT AMONG 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 AMONG THE PARTIES.
3
SECTION 8. Successors and Assigns. This First Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that (i) the Borrower may
not assign or transfer its rights or obligations hereunder without the prior
written consent of the Agent and all Lenders; and (ii) the rights of sale,
assignment and transfer of the Lenders are subject to Section 10.11 of the
Credit Agreement.
SECTION 9. Forum Selection and Consent to Jurisdiction. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS FIRST
AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS FIRST AMENDMENT OR ANY OTHER
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE LENDERS OR THE BORROWER MAY BE
BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED
STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS. THE BORROWER HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE
OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF ILLINOIS. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE
OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS
FIRST AMENDMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 10. Waiver of Jury Trial. THE AGENT, THE LENDERS AND THE
BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS FIRST AMENDMENT, THE CREDIT
AGREEMENT AS AMENDED BY THIS FIRST AMENDMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
4
WRITTEN) OR ACTIONS OF THE AGENT, THE LENDERS OR THE BORROWER. THE BORROWER
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO
WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
AGENT AND THE LENDERS ENTERING INTO THIS FIRST AMENDMENT, THE CREDIT AGREEMENT
AS AMENDED BY THIS FIRST AMENDMENT AND EACH SUCH OTHER LOAN DOCUMENT.
IN WITNESS WHEREOF, the requisite parties hereto have caused this First
Amendment to be executed by their respective officers thereunto duly authorized
as of the day and year first above written and shall be effective as of such
date.
VINTAGE PETROLEUM, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Xxxxxxx X. Xxxxxx,
Executive Vice President and
Chief Financial Officer
Address: 0000 Xxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx,
Executive Vice President
and Chief Financial
Officer
5
BANK OF MONTREAL
acting through its U.S. branches
and agencies, including initially
its Chicago, Illinois branch,
as Agent
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
Address: 000 Xxxxx XxXxxxx Xxxxxx,
00xx Xxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxx-Xxxx,
Specialist
with copy to:
Bank of Montreal
Houston Agency
000 Xxxxxxxxx Xxxxxx
0000 XxxxxxxXxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxx, Associate
6
LENDERS:
BANK OF MONTREAL, as Lender
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
Domestic
Office: 000 Xxxxx XxXxxxx Xxxxxx
00xx Xxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
Facsimile No. (000) 000-0000
-------------------------
Attention: Xxxxx Xxxxx-Xxxx,
Specialist
-------------------------
LIBOR
Office: 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Facsimile No.:
-------------------------
Attention:
-------------------------
with copy to:
Bank of Montreal
Houston Agency
000 Xxxxxxxxx Xxxxxx
0000 XxxxxxxXxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxx, Associate
7
ABN AMRO BANK, N.V.,
as Lender and Co-Agent
By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Group Vice President
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
Domestic
Office: Xxxxx Xxxxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxxx Xxxxxxxxxx
Xxxxx Xxxxxxx
LIBOR
Office: Xxxxx Xxxxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx Xxxxxxxxxx
Xxxxx Xxxxxxx
with a copy to:
ABN Amro Bank
000 X. XxXxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx XxxXxxxxxxx
8
BANKBOSTON, N.A.,
as Lender and Co-Agent
By: /s/ Xxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
Domestic
Office: 000 Xxxxxxx Xxxxxx
XX 00-00-00
Xxxxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxxxx Xxxxx
LIBOR
Office: 000 Xxxxxxx Xxxxxx
XX 00-00-00
Xxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxx
9
THE BANK OF NEW YORK,
as Lender
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Domestic
Office: Xxx Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxxx
LIBOR
Office: Xxx Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxxx
00
XXX XXXX XX XXXX XXXXXX,
as Lender and Lead Manager
By: /s/ M. D. Xxxxx
------------------------------------
Name: M. D. Xxxxx
Title: Agent Operations
Domestic
Office: The Bank of Nova Scotia
, Atlanta Xxxxxx
000 Xxxxxxxxx Xxxxxx,X.X.
Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxx Xxxxxx
LIBOR
Offi The Bank of Nova Scotia,
Atlanta Xxxxxx
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxxx
with a copy to:
The Bank of Nova Scotia
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxx
11
BANK OF OKLAHOMA,
NATIONAL ASSOCIATION, as Lender
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
Domestic
Office: Xxx Xxxxxxxx Xxxxxx,
0xx Xxxxx
Xxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxx
LIBOR
Office: Xxx Xxxxxxxx Xxxxxx,
0xx Xxxxx
Xxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxx
12
PARIBAS,
as Lender and Co-Agent
By: /s/ Illegible
------------------------------------
Name:
Title:
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
Domestic
Office: 0000 Xxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxx Xxxxx-Xxxxxx
LIBOR
Office: 0000 Xxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxx Xxxxx-Xxxxxx
13
THE CHASE MANHATTAN BANK,
as Lender and Co-Agent
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
Domestic
Office: 000 Xxxx Xxxxxx,
00xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxx Xxxx
LIBOR
Office: 000 Xxxx Xxxxxx,
00xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (212)
Attention: XxXxx XxXxxxxxxx
14
CHRISTIANIA BANK OG KREDITKASSE ASA,
as Lender
By: /s/ Xxxxx X. Xxxxx; Xxxxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx/Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President/
First Vice President
Domestic
Office: New York Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxx Xxxxx
LIBOR
Office: New York Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxx
15
THE FIRST NATIONAL BANK OF CHICAGO,
as Lender and Co-Agent
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: First Vice President
Domestic
Office: 0000 Xxxxxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxx Xxxxxxx
LIBOR
Office: Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxxx
with copy to:
Mr. Xxxxxx Xxxx
First Chicago NBD
Xxx Xxxxxxxx Xxxxx
00xx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
16
FIRST UNION NATIONAL BANK,
as Lender and Lead Manager
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
Domestic
Office: 000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxx
LIBOR
Office: 000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxx
17
NATEXIS Banque BFCE,
as Lender
By: /s/ Xxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Senior Vice President and Regional
Manager
By: /s/ N. Xxxx Xxxxxx
-----------------------------------------
Name: N. Xxxx Xxxxxx
Title: Assistant Vice President
Domestic
Office: NATEXIS Banque
Southwest Representative Xxxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.(000) 000-0000
Attention: Xxxx Xxxxxx
LIBOR
Office: NATEXIS Banque
Southwest Representative Xxxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx XxXxxxxxxx
with a copy to:
NATEXIS Banque
New York Branch
000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxxxxx
18
NATIONSBANK, N.A.,
as Lender and Syndication Agent
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
Domestic
Office: 000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxxx Xxxxx
LIBOR
Office: 000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx Xxxxx
with copy to:
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxxxx
19
THE SANWA BANK LIMITED,
as Lender and Lead Manager
By: /s/ C. Xxxxxxxx Xxxxxx
-----------------------------------------
Name: C. Xxxxxxxx Xxxxxx
Title:
Domestic
Office: 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.
Attention: X. Xxxxx
LIBOR
Office: 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.:
Attention: X. Xxxxx
20
SOCIETE GENERALE, SOUTHWEST AGENCY,
as Lender and Documentation Agent
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Domestic
Office: 4800 Xxxxxxxx Xxxx Center
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000
Attention: Loan Operations
LIBOR
Office: 4800 Xxxxxxxx Xxxx Center
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Loan Operations
with copy to:
Societe Generale, Southwest Agency
0000 Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
21
UNION BANK OF CALIFORNIA, N.A.,
as Lender and Lead Manager
By: /s/ Xxxx Xxxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Assistant Vice President
Domestic
Office: 000 Xxxxx Xxxxx Xx. #0000
Xxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000
Attention: Xxxx Xxxxxxxxxx
LIBOR
Office: Energy Capital Services
000 X. Xxxxxxxx Xxxxxx,
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxxx Xxxxxxxx
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