EXHIBIT 10.4
SECOND AMENDMENT
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Second Amendment, dated as of October 22, 2003 (this
"Amendment"), to the Second Amended and Restated Credit Agreement, dated as of
June 5, 2003 (the "Credit Agreement"), by and among MISSION RESOURCES
CORPORATION, a corporation formed under the laws of the State of Delaware (the
"Borrower"), the several banks and other financial institutions or entities from
time to time parties to thereto (the "Lenders"), FARALLON ENERGY LENDING,
L.L.C., as sole advisor, sole lead arranger and sole bookrunner (in such
capacity, the "Arranger"), XXXXXXXXX & COMPANY, INC., as the syndication agent
(in such capacity, the "Syndication Agent") and XXXXX FARGO FOOTHILL, INC.,
formerly known as Foothill Capital Corporation, as the administrative agent (in
such capacity, the "Administrative Agent"). All terms used herein which are
defined in the Credit Agreement and not otherwise defined herein are used herein
as defined therein.
The Borrower and the Required Lenders desire to amend Section
2.7(b) of the Credit Agreement as hereinafter set forth.
Accordingly, the Borrower and the Majority Lenders hereby
agree as follows:
1. Conditions Subsequent. (a) Clause (b) of Section
2.7 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:
"(b) Unless the Required Lenders shall otherwise
agree, if on any date any Loan Party shall receive Net Cash
Proceeds from any Asset Sale or Recovery Event then, except as
provided below, the Loans shall be prepaid by an amount equal
to the amount of such Net Cash Proceeds as set forth in
Section 2.7(e). No prepayment shall be required under this
Section 2.7(b) with respect to the following: (i) at the
written request of the Borrower prior to the applicable
Reinvestment Prepayment Date to the extent such Net Cash
Proceeds have not been used to purchase or otherwise acquire
Replacement Assets, up to $5,000,000 in aggregate Net Cash
Proceeds received from one or more Asset Sales or Recovery
Events during the term of the Loans, (ii) the Net Cash
Proceeds of any Asset Sale or Recovery Event used to pay for
the acquisition of Replacement Assets acquired after the date
of such Asset Sale or Recovery Event and prior to the
applicable Reinvestment Prepayment Date, provided, that the
Borrower shall have delivered a Reinvestment Notice to the
Administrative Agent within twenty Business Days after such
acquisition or expenditure, and (iii) that portion of the Net
Cash Proceeds of any Asset Sale equal to the aggregate cash
consideration paid by a Loan Party for the acquisition of
Replacement Assets during the 90-day period immediately prior
to the consummation of such Asset Sale, provided, that the
Borrower shall have delivered a Reinvestment Notice to the
Administrative
Agent not less than three Business Days prior to the
Reinvestment Prepayment Date; provided, that the sum (without
duplication) of the aggregate Net Cash Proceeds of Asset Sales
and Recovery Events that may be excluded from the foregoing
prepayment requirement pursuant to clauses (i), (ii) and (iii)
shall not exceed $50,000,000 during the term of the Loans.
Except as provided in clauses (i), (ii) and (iii) of this
Section 2.7(b), or as otherwise may be agreed by the Required
Lenders, the Reinvestment Deferred Amounts received by the
Borrower or any of its Subsidiaries shall be applied as a
prepayment on the Obligations as set forth in Section 2.7(e).
The provisions of this Section 2.7(b) do not constitute a
consent to the consummation of any Disposition not permitted
by Section 6.4. Notwithstanding any provision hereof to the
contrary, with respect to the Term Loans to be prepaid
pursuant to this Section 2.7(b), such Term Loans will be
prepaid in the minimum amount of $1,000,000 and in integral
multiples thereof, and proceeds of Asset Sales otherwise
payable pursuant to this Section 2.7(b) with respect to such
Term Loans will cumulate until such minimum amount (or an
integral multiple thereof) is reached, and the parties agree
that these provisions shall not be applicable to the payment
of the Revolving Loan Obligations. Any amounts not applied to
the Term Loans as a result of the operation of the immediately
preceding sentence will be carried forward and taken into
account in connection with any subsequent prepayment pursuant
to this Section 2.7(b)."
(b) Clause (d) of Section 2.7 of the Credit Agreement
is hereby amended and restated in its entirety to read as follows
"(d) Pending a prepayment of the Loans and/or the
acquisition of Replacement Assets with the Net Cash Proceeds
received from an Asset Sale and/or Recovery Event pursuant to
Section 2.7(b), such proceeds shall be deposited with the
Administrative Agent who shall hold such proceeds in an
interest bearing cash collateral account reasonably
satisfactory to it; provided, however, that the Loan Parties
shall not be required to deposit the proceeds from any Asset
Sale resulting in less than $250,000 in Net Cash Proceeds
until the aggregate Net Cash Proceeds of such Asset Sales
exceeds $1,000,000. From time to time, upon the written
request of the Borrower, and provided no Default has occurred
and is continuing, the Administrative Agent will release such
proceeds to the Borrower as necessary (i) for the acquisition
of Replacement Assets in accordance with Section 2.7(b)(ii) or
(ii) pursuant to the written request of the Borrower made in
accordance with Section 2.7(b)(i)."
2. Continued Effectiveness of Credit Agreement. The
Borrower hereby (i) confirms and agrees that each Loan Document to which it is a
party is, and shall continue to be, in full force and effect and is hereby
ratified and confirmed in all respects except that on and after the date hereof
all references in any such Loan Document to "the Credit Agreement", "thereto",
"thereof", "thereunder" or words of like import referring to the Credit
Agreement shall mean the Credit Agreement as amended by this Amendment, and (ii)
confirms and agrees that to the extent that any such Loan Document purports to
assign or pledge to the Collateral Agent, or to grant to the Collateral Agent a
security interest in or lien on, any collateral as security for the Obligations
of the Borrower from time to time existing in respect of
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the Credit Agreement and the Loan Documents, such pledge, assignment and/or
grant of the security interest or lien is hereby ratified and confirmed in all
respects.
3. Miscellaneous.
(a) This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of
this Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment.
(b) Section and paragraph headings herein are included for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
(c) This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.
MISSION RESOURCES CORPORATION, as
Borrower
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Executive VP & CFO
FARALLON ENERGY LENDING, L.L.C., as
Arranger and as a Lender
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Managing Member
XXXXX FARGO FOOTHILL, INC., as
Administrative Agent and as a Lender
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Vice President
ABLECO FINANCE LLC, as a Lender, for
itself and on behalf of its affiliate
assignees
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Sr. VP/Chief Credit Officer
HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES
FUND, L.P., as a Lender
By: Highbridge/Xxxxx Capital
Management, LLC
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Managing Principal
ARES LEVERAGED INVESTMENT FUND II,
L.P., as a Lender
By: ARES Management II, L.P., its
general partner
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
TRS THEBE LLC, as Lender
By: /s/ Xxxxxxx X'Xxxxxx
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Name: Xxxxxxx X'Xxxxxx
Title: Vice President
XXXXXXX LEVERAGED LOAN INVESTORS,
LTD., as Lender
By: /s/ Xxxx Parchment
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Name: Xxxx Parchment
Title: Director
