FIRST AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT
EXHIBIT
10.2
FIRST
AMENDMENT TO THE
AMENDED
AND RESTATED CREDIT AGREEMENT
THIS
FIRST AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this
"First Amendment"), dated
and effective as of July 25, 2007 (the "First Amendment Effective
Date"), which amends that certain Amended and Restated Credit
Agreement dated as of April 2, 2007 by and among TXCO
RESOURCES, INC. (formerly named THE
EXPLORATION COMPANY OF DELAWARE, INC.), a Delaware corporation (the
"Company"), OUTPUT
ACQUISITION CORP., a Texas corporation ("Merger
Sub"), TXCO
ENERGY CORP., a Texas corporation ("TXCOE"),
TEXAS
TAR SANDS INC., a Texas corporation ("TTSI"
and, together with Merger Sub, TXCOE,
the "Original Guarantors"), each of the Lenders party
thereto, BANK
OF MONTREAL, a Canadian chartered bank acting through certain of its
United States branches and agencies, including its Chicago, Illinois branch,
as
administrative agent for the Lenders (in such capacity, together with its
successors in such capacity, the "Administrative
Agent"), and BMO
CAPITAL MARKETS CORP., as arranger (as in effect immediately prior to the
First Amendment Effective Date, the "Credit
Agreement"), is by and among the Company, each of the Original
Guarantors, OPEX
ENERGY, LLC, a Texas limited liability company
("OPEX" and, together with the Original Guarantors,
the "Guarantors"), each of the Lenders party hereto
and the Administrative Agent.
WHEREAS,
the Company has advised the Administrative Agent and the Lenders that the
Company has requested that the Second Lien Term Loan Agreement be amended
and
restated to provide for certain amendments, including an increase of the
amount
of the term loans to be made available to the Company by $20,000,000 to a
total
aggregate principal amount of $100,000,000 under an Amended and Restated
Term
Loan Agreement, substantially in the form of Exhibit A attached hereto,
subject to effectiveness of this First Amendment and the other conditions
precedent provided for in such agreement;
WHEREAS,
the Company has requested that the Credit Agreement be amended to
allow each of GUARANTY BANK, AMEGY BANK NATIONAL
ASSOCIATION, NATIXIS, ALLIED IRISH BANKS P.L.C. and CIT ENERGY USA INC. (the
"New Lenders") to become "Lenders" party to the Credit
Agreement, as set forth herein;
WHEREAS,
the Company has requested that the Credit Agreement be amended to make certain
other changes to the Credit Agreement on the terms and conditions set forth
in
this First Amendment;
WHEREAS,
as used herein, the term "Current Lenders" means the
Lenders identified as the Current Lenders on Schedule I hereto;
capitalized terms used but not otherwise defined herein shall have the meanings
assigned such terms in the Credit Agreement; and the rules of interpretation
set
forth in Section 1.2 of the Credit Agreement are incorporated in this First
Amendment as if set forth herein; and
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WHEREAS,
all of the Lenders (including the New Lenders) have agreed to such amendments
subject to the terms and conditions set forth in this First
Amendment.
NOW
THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained herein and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows.
Section
1. Lender
Transactions.
(a) Each
Current Lender hereby sells, transfers and assigns to the other Current Lenders
and the New Lenders, and each other Current Lender and each New Lender hereby
purchases, assumes and undertakes from such Current Lender, without recourse
and
without representation or warranty (except as provided in this Section 1)
a
percentage equal to the percentage set forth opposite such Lender's name
on
Schedule I hereto under the column "Pro Rata Shares Purchased on the First
Amendment Effective Date" of (i) the Maximum Loan Amount of such Current
Lender
and (ii) all related rights, benefits, obligations, liabilities and indemnities
of such Current Lender under and in connection with the Credit Agreement,
as
amended hereby, each Guaranty, the Mortgages, each other Security Document
and
the other Loan Documents and all Collateral and other security for the
Obligations.
(b) Upon
the effectiveness of this First Amendment and by its execution and delivery
hereof, each of the New Lenders shall be a party to the Credit
Agreement, as amended hereby, shall have all the rights and obligations of
a
"Lender" under the Credit Agreement, as amended hereby, and the other Loan
Documents as if each were a signatory thereto, and shall agree, and does
hereby
agree, to be bound by the terms and conditions set forth in the Credit
Agreement, as amended hereby, and the other Loan Documents to which the Lenders
are a party, in each case, as if each were a signatory thereto.
(c) Each
of the New Lenders hereby represents and warrants as follows: (i)
such New Lender has fully reviewed the terms of the Credit Agreement, this
First
Amendment and the other Loan Documents, copies of which, together with copies
of
the documents which were required to be delivered as a condition to the making
of the initial Loans thereunder, have been delivered to such New Lender by
the
Administrative Agent, and such New Lender has independently and without reliance
upon any other Lender or the Administrative Agent, and based on such information
as such New Lender has deemed appropriate, made its own credit analysis and
decision to enter into this First Amendment and (ii) if such New Lender is
not
incorporated, formed or organized under the laws of the United States of
America
or a state thereof, such New Lender has contemporaneously herewith delivered
to
the Administrative Agent and the Company such documents as are required by
the
Credit Agreement, including Section 10.10 of the Credit
Agreement. Each of the New Lenders hereby (x) appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers and discretion under the Loan Documents as are
delegated to the Administrative Agent by the terms thereof, together with
such
powers and discretion as are reasonably incidental thereto; and (y) agrees
that
it will perform in accordance with their terms all of the obligations that
by
the terms of the Credit Agreement, as amended hereby, or any other Loan
Document are required to be performed by it as a Lender.
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(d) Each
of the New Lenders and each of the Current Lenders hereby advise each other
party hereto that its respective address for notices and its respective Lending
Office(s) shall be as set forth below its name on its respective signature
page
hereto.
(e) In
furtherance of the foregoing transactions, the Company agrees that upon the
request to the Administrative Agent by any Lender, the Company will promptly
execute and deliver to such Lender a Note evidencing the Loans of such Lender
with appropriate insertions as to date and principal amount; provided, however,
that delivery of Notes shall not be a condition precedent to the occurrence
of
the First Amendment Effective Date. The amount of principal owning on
any Lender's Note, if any, at any given time shall be the aggregate amount
of
all Loans theretofore made by such Lender minus all payments of principal
theretofore received by such Lender on such Note. Any Note shall be
issued in renewal, modification and extension but not novation and discharge
of
indebtedness of the Company under, and evidenced by, that certain promissory
note dated April 2, 2007 in the principal amount of $125,000,000 executed
by the
Company payable to Bank of Montreal.
(f) As
a result of the transactions effected by this Section 1, upon effectiveness
of
this First Amendment, for purposes of Section 2.1(a) of the Credit Agreement,
as
amended hereby, and for all other purposes of the Credit Agreement, as amended
hereby, each Lender's Maximum Loan Amount and Pro Rata Share shall be as
set
forth in Schedule I hereto.
Section
2. Amendments. The
Credit Agreement is hereby amended as follows:
(a) The
following definition of "First Amendment Effective Date" is hereby added
in its
proper alphabetical order:
"First
Amendment Effective Date" means, July 25, 2007.
(b) The
definition of "Commitment Letter" is hereby amended and restated to read
in its
entirety as follows:
"Commitment
Letter" means, collectively, (i) the commitment letter dated
February 13, 2007 by and among the Company, BMO Capital Markets Corp. and
Bank
of Montreal and (ii) the Supplemental Commitment Letter dated July 19, 2007
by
and among the Company, BMO, Capital Markets Corp. and Bank of
Montreal.
(c) The
definition of "Second Lien Term Loan Agreement" is hereby amended and restated
to read in its entirety as follows:
"'Second
Lien Term Loan
Agreement' means the Amended and Restated Term Loan Agreement,
dated as of July 25, 2007, among the Company, the guarantors party thereto,
the
several lenders from time to time party thereto, Bank of Montreal, as
Administrative Agent, and BMO Capital Markets Corp., as Arranger, which amends
and restates that certain Term Loan Agreement dated as of April 2, 2007,
as the
same may be further amended, amended and restated, supplemented or otherwise
modified in accordance with the terms hereof."
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(d) Section
2.6(a) is hereby amended and restated to read in its entirety as
follows:
"(a)
Scheduled
Borrowing Base
Determinations. At all times prior to the Termination Date the
Company shall not permit the Effective Amount to exceed the Borrowing Base
then
in effect and shall, in accordance with Section 2.7(f), cure any Deficiency.
The
Initial Borrowing Base hereunder shall be $50,000,000 (the "Initial
Borrowing Base")."
(e) The
following new section for "Hedging Program" is hereby inserted into the Credit
Agreement as Section 7.16 thereof:
"7.16 Hedging
Program
. Not
later than the fifteenth (15th) day
following the
First Amendment Effective Date, the Company shall, and shall cause its
Subsidiaries to, enter into, and shall maintain at all times thereafter during
the relevant period, Derivative Contracts for the purpose of hedging prices
on
the Oil and Gas thereafter expected to be produced by the Company or any
of its
Subsidiaries, which contracts shall (a) at all times through the third
anniversary of the First Amendment Effective Date cover not less than 50%
of the
Company's and its Subsidiaries' aggregate Projected Oil and Gas Production
anticipated to be sold in the ordinary course of such Persons' business during
such three-year period, (b) thereafter, roll forward on a basis in order
to
cover not less than 50% of the Company's and its Subsidiaries' aggregate
Projected Oil and Gas Production anticipated to be sold in the ordinary course
of such Persons' business during the ensuing twelve (12) fiscal quarters
and (c)
otherwise be in form and substance reasonably acceptable to the Administrative
Agent. The Company shall provide copies to the Administrative Agent
of all Derivative Contracts then in effect not later than the fifteenth (15th) day
following the
First Amendment Effective Date, and thereafter contemporaneously with the
delivery of each Reserve Report as prescribed by Section 7.2(c)(i) beginning
with the delivery of the Reserve Report required to be delivered on or before
October 1, 2007. Delivery of such copies at such times shall be
accompanied by delivery of a certificate of a Responsible Officer, certifying
that the Company is in compliance with the requirements of this Section
7.16."
(f) Section
8.1(e) is hereby amended and restated in its entirety to read as
follows:
"(e)
Liens consisting of (i) pledges or deposits required in the ordinary course
of
business in connection with workers' compensation, unemployment insurance
and
other social security legislation; (ii) pledges and deposits in the
ordinary course of business not exceeding $500,000 in the aggregate securing
insurance premiums or reimbursement obligations under insurance policies,
in
each case payable to insurance carriers that provide insurance to the Company
or
any of its Subsidiaries; or
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(iii) obligations
in respect of letters of credit or bank guarantees that have been posted
by the
Company or any of its Subsidiaries to support the payments of the items set
forth in clauses (i) and (ii) of this Section 8.1(e);"
(g) Section
8.5(b) is hereby amended and restated in its entirety to read as
follows:
"(b) Indebtedness
incurred pursuant to the Second Lien Term Loan Agreement in an aggregate
principal amount not to exceed $100,000,000;"
(h) Section
8.10(a)(i) is hereby amended by replacing clause (ii) thereof with the
following:
"(ii)
as
of any date (the "Calculation Date") no such contract,
when aggregated with all Derivative Contracts permitted under this Section
8.10(a)(i), but excluding Derivative Contracts described in clause (v) of
this
Section 8.10(a)(i), shall cover a notional volume in excess of the Applicable
Percentage of the total Projected Oil and Gas Production to be produced in
any
month from the Proved Developed Producing Reserves reflected in the most
recent
Reserve Report (unless and solely to the extent such an
excess occurs in a month falling within a period covered by a Derivative
Contract entered into by the Company to maintain compliance with Section
7.16);"
(i) Section
11.27 (b) is hereby amended by replacing the first sentence thereof with
the
following:
"Notwithstanding
anything to the contrary contained herein or any other Loan Document, when
all
Obligations have been paid or otherwise satisfied in full and all Commitments
have terminated or expired, but subject to Sections 5.1(e) and 5.4(e) of
the
Intercreditor Agreement, upon request of the Company, the Administrative
Agent
shall (without notice to, or vote or consent of, any Lender, or any Qualified
Derivative Contract Counterparty) take such actions as shall be required
to
release its security interest in all Collateral, and to release all Guaranty
Obligations provided for in any Loan Document; provided, however, that in
lieu
of terminating and repaying any such Obligations arising under any Qualified
Derivative Contract, the Company may provide substitute credit support under
a
standard form ISDA Credit Support Annex or other credit support documents
reasonably acceptable to such Qualified Derivative Contract Counterparty
to
cover its then current exposure under such Qualified Derivative Contract
and
such Qualified Derivative Contract Counterparty shall have provided written
notice to the Administrative Agent to the effect that such substitute credit
support has been provided to it and that such Qualified Derivative Contract
Counterparty no longer claims any right, title or interest in any Collateral
arising under the Loan Documents to secure any Obligations and Indebtedness
of
the Company or any of
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its
Subsidiaries arising under or related to such Qualified Derivative Contract,
whether then existing or thereafter arising."
Section
3. Amendment
and Ratification. Upon the effectiveness hereof as provided in Section 4 of this First Amendment, this First
Amendment shall be deemed to be an amendment to the Credit Agreement, and
the
Credit Agreement, as modified hereby, is hereby ratified, approved and confirmed
to be in full force and effect in each and every respect. Except as
expressly provided by the amendments set forth in Section 2 of this First
Amendment, the execution, delivery and effectiveness of this First Amendment
shall neither operate as a waiver of any right, power or remedy of any Lender
or
any Agent, nor constitute a waiver of any provision of any of the Loan
Documents. 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. Conditions
to Effectiveness. The effectiveness of this First Amendment is
subject to the condition that, on or before the First Amendment Effective
Date,
the Administrative Agent shall have received all of the following, in form
and
substance satisfactory to the Administrative Agent:
(a) Amendment. This
First Amendment, duly executed and delivered by the Company and each of the
Guarantors; and
(b) Payment
of Fees. Evidence of payment by the Company of all accrued and
unpaid fees, costs and expenses owed pursuant to the Credit Agreement, as
amended hereby, or this First Amendment, including the Fee Letter Agreement,
in
each case to the extent then due and payable at the First Amendment Effective
Date, including any such costs, fees and expenses arising under or referenced
in
Sections 2.8 and 11.4 of the Credit Agreement.
Section
5. Representations
and Warranties. The Company and each Guarantor hereby represents
and warrants that, as of the First Amendment Effective Date, after giving
effect
to this First Amendment:
(a) Bring-Down
of Representations and Warranties. The representations and warranties
of the Company and each Guarantor contained in Article VI and Section 4.5(b)
of
the Credit Agreement are true and correct in all material respects on and
as of
the First Amendment Effective Date, as though made on and as of such date
(except to the extent such representations and warranties expressly refer
to an
earlier date, in which case they shall be true and correct as of such earlier
date).
(b) No
Default or Event of Default. No event has occurred and is
continuing which constitutes a Default, an Event of Default or
both.
Section
6. Governing
Law. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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Section
7. Costs
and Expenses. The Company shall pay all reasonable costs and
expenses incurred by the Administrative Agent, the Arranger or any of their
Affiliates in connection with the development, preparation, administration
and
execution of this First Amendment, including Attorney Costs incurred by any
such
Person with respect thereto, in each case in accordance with Section 11.4
of the
Credit Agreement.
Section
8. Counterparts. This
First Amendment may be executed in any number of separate counterparts, no
one
of which need be signed by all parties; each of which, when so executed,
shall
be deemed an original, and all of such counterparts taken together shall
be
deemed to constitute but one and the same instrument. A fully
executed counterpart of this First Amendment by facsimile signatures shall
be
binding upon the parties hereto.
Section
9. Facsimile
Transmission of Signature. Any party to this First Amendment may
indicate its intention to be bound by its execution and delivery of this
First
Amendment by its signature to the signature page hereof and the delivery
of the
signature page hereof to the other parties or their respective representatives
by facsimile transmission or telecopy. The delivery of a party's
signature on the signature page by facsimile transmission or telecopy shall
have
the same force and effect as if such party signed and delivered this First
Amendment in person.
[Signature
Pages Follow]
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IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly
executed and delivered by their respective duly authorized officers as of
the
date first set forth above, to be effective as of the First Amendment Effective
Date.
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COMPANY:
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By: /s/
Xxxxx X.
Xxxxxx
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Name: Xxxxx
X. Xxxxxx
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Title: President
and Chief Executive Officer
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GUARANTORS:
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OUTPUT
ACQUISITION CORP.
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By: /s/
M. Xxxxx
Xxxxxxx
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Name: M.
Xxxxx
Xxxxxxx
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Title: Vice
President and General Counsel
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TXCO
ENERGY CORP.
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By: /s/
P. Xxxx
Xxxxx
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Name: P.
Xxxx
Xxxxx
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Title: Vice
President, Treasurer and Chief Financial Officer
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TEXAS
TAR SANDS INC.
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By: /s/
M. Xxxxx
Xxxxxxx
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Name: M.
Xxxxx
Xxxxxxx
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Title: Vice
President and General Counsel
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OPEX
ENERGY, LLC
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By: /s/
P. Xxxx
Xxxxx
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Name: P.
Xxxx
Xxxxx
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Title: Vice
President, Treasurer and Chief Financial Officer
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Address
for Notice:
Principal
Place of Business
and
Chief Executive Office:
000
X. Xxxxxxxx Xxxx., Xxxxx 000
Xxx
Xxxxxxx, Xxxxx 00000
Attention: Chief
Financial Officer
Facsimile
No.: (000)
000-0000
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Signature
Page to First Amendment to Amended and Restated Credit Agreement
ADMINISTRATIVE
AGENT AND
A
LENDER:
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BANK
OF MONTREAL, acting through its U.S. branches and agencies,
including its Chicago, Illinois branch, as Administrative Agent
and as a
Lender
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By:
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/s/
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Managing Director
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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
Xxxx
xx Xxxxxxx Xxxxxx
Xxxxxxx,
Xxxxx 00000
Facsimile
No.: (000) 000-0000
Attention: Xxxxxx
X. Xxxxx
Applicable
Lending Office
for
Base
Rate Loans and
LIBO
Rate
Loans:
Address: 000
Xxxxx XxXxxxx Xxxxxx,
00xx
Xxxxx
Xxxx
Xxxxxxx,
Xxxxxxxx 00000
Facsimile
No.: (000) 000-0000
Attention: Xxxxx
Xxxxx-Xxxx, Specialist
Signature
Page to
First Amendment to Amended and Restated Credit Agreement
A
LENDER:
GUARANTY
BANK
By: /s/
Xxxxx
Xxxxxx
Name:Xxxxx
Xxxxxx
Title:
Vice President
By:
Name:
Title:
Address
for Notices:
Address: 000
Xxxx Xxxxx 0000
Xxxxxxx,
XX 00000
Facsimile
No.: (000)
000-0000
Attention: Xxxxx
Xxxxxx
with
a
copy to:
Address: 0000
Xxxxxxx
Xxxxxx,
XX 00000
Facsimile
No.: (000)
000-0000
Attention: Xxxxxx
Xxxxx
Signature
Page to
First Amendment to Amended and Restated Credit Agreement
A
LENDER:
AMEGY
BANK NATIONAL ASSOCIATION
By: /s/
Xxxx X.
Xxxxxx
Name:
Xxxx X. Xxxxxx
Title:
Vice President
By:
Name:
Title:
Address
for Notices:
Address: 0000
Xxxx Xxx Xxxxxxx, 0xx Xxxxx
Xxxxxxx,
XX 00000
Facsimile
No.: (000)
000-0000
Attention: Xxxx
X. Xxxxxx
with
a
copy to:
Address: 0000
Xxxx Xxxxxx
Xxxxxxx,
XX 00000
Facsimile
No.: (000)
000-0000
Attention: Xxxx
Xxxxxxxx
Signature
Page to
First Amendment to Amended and Restated Credit Agreement
A
LENDER:
NATIXIS
By: /s/
Xxxxxxx X.
Xxxxxxx
Name:
Xxxxxxx X. Xxxxxxx
Title: Managing
Director
By:
/s/ Xxxxx X. Xxxxxxx, III
Name:
Xxxxx X. Xxxxxxx, III
Title: Managing
Director
Address
for Notices:
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Address:
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Natural
Resources & Related Industries
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000
Xxxx Xxxxxx, Xxxxx
0000
Xxxxxxx,
XX 00000
Facsimile
No.: (000)
000-0000
Attention: Xxxx
Xxxxxxx
with
a
copy to:
Address: Houston
Energy Group
000
Xxxx Xxxxxx, Xxxxx
0000
Xxxxxxx,
XX 00000
Facsimile
No.: (000)
000-0000
Attention: Xxxxxxx
Xxxxxxxxx
Signature
Page to
First Amendment to Amended and Restated Credit Agreement
A
LENDER:
ALLIED
IRISH BANKS P.L.C.
By: /s/
Xxxxxx X.
Xxxx
Name:
Xxxxxx X. Xxxx
Title:
Vice President
By: /s/
Xxxxx
Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
Vice President
Address
for Notices:
Address: Xxxxxxxxxx,
Xxxxxxxxxxx,
Xxxxxx 0,
Xxxxxxx
Facsimile
No.: 353
1 608-9815
Attention: Xxxxxx
X'Xxxxx / Xxxxx Xxxxxx
with
a
copy to:
Address: Allied
Irish Bank
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Corporate Operations
0xx
Xxxxx, Xxxx Xxxxx,
Xxxxxxxxxx
Xxxx
Xxxxxxxxxxx,
Xxxxxx 0,
Xxxxxxx
Facsimile
No.: 353
1 641 6668
Attention: Xxxxxx
X'Xxxxx / Xxxxx Xxxxxx
Signature
Page to
First Amendment to Amended and Restated Credit Agreement
A
LENDER:
CIT CAPITAL
USA INC.
By: /s/
Xxxxxx X.
Xxxxxxxxx
Name:
Xxxxxx X. Xxxxxxxxx
Title:
Senior Vice President
By:
Name:
Title:
Address
for Notices:
Address: 000
Xxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Facsimile
No.: (000)
000-0000
Attention: Xxxxx
Xxxxx
with
a
copy to:
Address: 00
Xxxx 00xx
Xxxxxx
Xxx
Xxxx, XX 00000
Facsimile
No.: (000)
000-0000
Attention: Xxxxx
XxXxxxx
Signature
Page to
First Amendment to Amended and Restated Credit Agreement
SCHEDULE
I
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Lender
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Pro
Rata Shares on the First Amendment Effective Date
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Maximum
Loan Amount
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CURRENT
LENDER:
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BANK
OF MONTREAL
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30%
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$37,500,000
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NEW
LENDERS:
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GUARANTY
BANK
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20%
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$25,000,000
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AMEGY
BANK NATIONAL ASSOCIATION
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20%
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$25,000,000
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NATIXIS
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10%
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$12,500,000
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ALLIED
IRISH BANKS P.L.C.
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10%
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$12,500,000
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CIT
ENERGY USA INC.
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10%
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$12,500,000
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TOTAL:
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100%
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$125,000,000
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