FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT among SWIFT ENERGY COMPANY SWIFT ENERGY OPERATING, LLC THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent Effective May 1, 2008
______________________________________________________________________________
FOURTH
AMENDMENT TO FIRST AMENDED AND
XXXXXXXX
CREDIT AGREEMENT
among
SWIFT
ENERGY COMPANY
SWIFT
ENERGY OPERATING, LLC
THE
LENDERS PARTY HERETO
and
JPMORGAN
CHASE BANK, N.A.,
as
Administrative Agent
Effective
May 1, 2008
______________________________________________________________________________
Table of
Contents
Article
I DEFINITIONS
AND INTERPRETATION 1
1.1 Terms
Defined Above 1
1.2 Terms
Defined in Credit Agreement 1
1.3 References 1
1.4 Articles
and Sections 2
1.5 Number
and Gender 2
Article
II AMENDMENTS 2
2.1 Amendment
to Section 6.7 2
2.2 Amendment
to Table of Contents 2
Article
III RATIFICATION
AND ACKNOWLEDGMENTS 2
Article
IV MISCELLANEOUS 3
4.1 Successors
and Assigns 3
4.2 Rights
of Third Parties 3
4.3 Counterparts 3
4.4 Integration 3
4.5 Severability 3
4.6 Governing
Law 3
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FOURTH AMENDMENT TO FIRST
AMENDED AND
RESTATED CREDIT
AGREEMENT
This
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) executed
effective as of May 1, 2008 (the “Effective Date”) is
by and among SWIFT ENERGY COMPANY, a Texas corporation (“New Swift”), SWIFT
ENERGY OPERATING, LLC, a Texas limited liability company and successor by merger
to the Texas corporation formerly known as Swift Energy Company (“Operating” and New
Swift and Operating, collectively, the “Borrower”), the
lenders party to that certain First Amended and Restated Credit Agreement dated
as of June 29, 2004 by and among the Texas corporation then known as Swift
Energy Company, the lenders party thereto or bound thereby from time to time
(the “Lenders”), and Bank
One, NA, as administrative agent for such lenders (as amended to the Effective
Date, the “Credit
Agreement”), and JPMORGAN CHASE BANK, N.A., a national banking
association and successor by merger to Bank One, NA, as administrative agent for
such Lenders (in such capacity, the “Agent”).
W I T N E S S E T H:
WHEREAS,
the Borrower, the Lenders and the Agent are parties to the Credit Agreement;
and
WHEREAS,
the Borrower, the Lenders and the Agent desire to amend the Credit Agreement in
the particulars hereinafter provided;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained in the Credit Agreement and herein, the parties hereto
agree as follows:
ARTICLE
I
DEFINITIONS AND
INTERPRETATION
1.1 Terms Defined
Above. As used in this Fourth Amendment to First Amended and
Restated Credit Agreement, each of the terms “Agent,” “Amendment,” “Borrower,” “Credit Agreement,”
“Effective
Date,” “Lenders,” “New Swift and “Operating” shall have
the meaning assigned to such term hereinabove.
1.2 Terms Defined in Credit
Agreement. Each term defined in the Credit Agreement and used
herein without definition shall have the meaning assigned to such term in the
Credit Agreement, unless herein expressly provided to the contrary.
1.3 References. References
in this Amendment to Exhibit, Article or Section numbers shall be to Exhibits,
Articles or Sections of this Amendment, unless expressly stated to the
contrary. References in this Amendment to “hereby,” “herein,”
“hereinafter,” “hereinabove,” “hereinbelow,” “hereof,” “hereunder” and words of
similar import shall be to this Amendment in its entirety and not only to the
particular Schedule, Exhibit, Article, or Section in which such reference
appears. Specific enumeration herein shall not exclude the general
and, in such regard, the terms “includes” and “including” used herein shall mean
“includes, without limitation,” or “including, without limitation,” as the case
may be, where appropriate. Except as otherwise indicated, references
in this Amendment to statutes, sections, or regulations are to be construed as
including all statutory or regulatory provisions consolidating, amending,
replacing, succeeding, or supplementing the statute, section, or regulation
referred to. References in this Amendment to “writing” include
printing, typing, lithography, facsimile reproduction, and other means of
reproducing words in a tangible visible form. References in this
Amendment to amendments and other contractual instruments shall be deemed to
include all exhibits and appendices attached thereto and all subsequent
amendments and other modifications to such instruments, but only to the extent
such amendments and other modifications are not prohibited by the terms of the
Credit Agreement or this Amendment. References in this Amendment to
Persons include their respective successors and permitted assigns.
1
1.4 Articles and
Sections. This Amendment, for convenience only, has been
divided into Articles and Sections; and it is understood that the rights and
other legal relations of the parties hereto shall be determined from this
instrument as an entirety and without regard to the aforesaid division into
Articles and Sections and without regard to headings prefixed to such Articles
or Sections.
1.5 Number and
Gender. Whenever the context requires, reference herein made
to the single number shall be understood to include the plural; and likewise,
the plural shall be understood to include the singular. Definitions
of terms defined in the singular or plural shall be equally applicable to the
plural or singular, as the case may be, unless otherwise
indicated. Words denoting sex shall be construed to include the
masculine, feminine and neuter, when such construction is appropriate; and
specific enumeration shall not exclude the general but shall be construed as
cumulative.
ARTICLE
II
AMENDMENTS
Effective
as of the Effective Date, the Borrower, the Lenders and the Agent hereby amend
the Credit Agreement as follows:
2.1 Amendment to Section
6.7. Section 6.7 of the Credit Agreement is amended to read as
follows in its entirety:
“6.7 RESERVED.”
2.2 Amendment to Table of
Contents. The Table of Contents of the Credit Agreement is
amended to give effect to this Amendment.
ARTICLE
III
RATIFICATION AND
ACKNOWLEDGMENTS
Each of
the Borrower, the Lenders and the Agent does hereby adopt, ratify and confirm
the Credit Agreement, as amended hereby, and each of the other Loan Documents to
which it is a party and acknowledges and agrees that the Credit Agreement, as
amended hereby, and each of the other Loan Documents to which it is a party is
and remains in full force and effect. Furthermore, the Borrower, the
Lenders and the Agent acknowledge and agree that, as of the Effective Date, the
Borrowing Base is set at $400,000,000 and the Commitment Amount is set at
$350,000,000 and each of such amounts shall remain in effect until the Borrower
receives notice from the Agent of a revised Borrowing Base pursuant to Section
2.11 of the Credit Agreement or the Borrower notifies the Agent of the election
by the Borrower to reduce the Commitment Amount pursuant to Section 2.14 of the
Credit Agreement or the Borrower, the Lenders and the Agent agree, in accordance
with applicable provisions of the Credit Agreement, on a different Commitment
Amount, as the case may be. Each of the Borrower, the Lenders and the
Agent further acknowledge and agree that, as of the Effective Date, the Facility
Amount, allocable share of the Commitment Amount and the Percentage Share of
each of the Lenders is as set forth on the schedule attached hereto and labeled
EXHIBIT
V.
2
ARTICLE
IV
MISCELLANEOUS
4.1 Successors and
Assigns. This Consent shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns
permitted pursuant to the Credit Agreement.
4.2 Rights of Third
Parties. Except as provided in Section 4.1, all
provisions herein are imposed solely and exclusively for the benefit of the
parties hereto.
4.3 Counterparts. This
Consent 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 and shall be enforceable as of
the Effective Date upon the execution of one or more counterparts hereof by each
of the parties hereto. In this regard, each of the parties hereto
acknowledges that a counterpart of this Consent containing a set of counterpart
execution pages reflecting the execution of each party hereto shall be
sufficient to reflect the execution of this Consent by each necessary party
hereto and shall constitute one instrument.
4.4 Integration. This
Consent constitutes the entire agreement among the parties hereto with respect
to the subject hereof. All prior understandings, statements and
agreements, whether written or oral, relating to the subject hereof are
superseded by this Consent.
4.5 Severability. In
the event that any one or more of the provisions contained in this Consent shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Consent.
4.6 Governing
Law. this
Consent shall be deemed to be a contract made under and shall be governed by and
construed in accordance with the laws of the State of Texas, without regard to
principles of such laws relating to conflicts of law.
3
IN
WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to First
Amended and Restated Credit Agreement to be duly executed and delivered, as of
the Effective Date, by their proper and duly authorized officers.
BORROWER:
SWIFT
ENERGY COMPANY
By:
Xxxxx X. Xxxxxxxx, Xx.
Executive Vice President
and Chief Financial
Officer
By:
Xxxxxx X. Xxxxxxx
Treasurer
SWIFT
ENERGY OPERATING, LLC
By:
Xxxxx X. Xxxxxxxx, Xx.
Executive Vice President
and Chief Financial
Officer
By:
Xxxxxx X. Xxxxxxx
Treasurer
(Signatures
continue on following pages)
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AGENT:
JPMORGAN
CHASE BANK, N.A.,
as
Administrative Agent
By:
Jo Xxxxx Xxxxxxxxx
Vice President
LENDER:
JPMORGAN
CHASE BANK, N.A.
By:
Jo Xxxxx Xxxxxxxxx
Vice President
(Signatures
continue on following pages)
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LENDER:
BANK OF
SCOTLAND
By:
Name:
Title:
(Signatures
continue on following pages)
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LENDER:
NATEXIS
By:
Name:
Title:
By:
Name:
Title:
(Signatures
continue on following pages)
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LENDER:
COMPASS
BANK
By:
Name:
Title:
(Signatures
continue on following pages)
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LENDER:
SOCIETE
GENERALE
By:
Name:
Title:
(Signatures
continue on following pages)
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LENDER:
CALYON
NEW YORK BRANCH
By:
Name:
Title:
By:
Name:
Title:
(Signatures
continue on following pages)
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LENDER:
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
By:
Name:
Title:
(Signatures
continue on following pages)
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LENDER:
BNP
PARIBAS
By:
Name:
Title:
(Signatures
continue on following pages)
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LENDER:
COMERICA
BANK
By:
Name:
Title:
(Signatures
continue on following page)
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LENDER:
AMEGY
BANK NATIONAL ASSOCIATION
By:
Xxxxxxx X. Xxxxxx, III
Vice President
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EXHIBIT
V
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Lender
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Facility Amount
|
Allocable
Share of
Commitment Amount
|
Percentage Share
|
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JPMorgan
Chase Bank, N.A.
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$66,616,161.83
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$46,631,313.28
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13.32%
|
|
Calyon
New York Branch
|
$66,616,161.83
|
$46,631,313.28
|
13.32%
|
|
Societe
Generale
|
$66,616,161.83
|
$46,631,313.28
|
13.32%
|
|
Xxxxx
Fargo Bank National Association
|
$63,636,363.62
|
$44,545,454.54
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12.73%
|
|
Bank
of Scotland
|
$60,000,000.00
|
$42,000,000.00
|
12.00%
|
|
BNP
Paribas
|
$54,545,454.52
|
$38,181,818.17
|
10.91%
|
|
Amegy
Bank National Association
|
$22,727,272.73
|
$15,909,090.91
|
4.55%
|
|
Comerica
Bank
|
$31,818,181.82
|
$22,272,727.28
|
6.36%
|
|
Compass
Bank
|
$38,257,575.46
|
$26,780,302.82
|
7.65%
|
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Natixis
|
$29,166,666.36
|
$20,416,666.45
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5.83%
|
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Totals
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$500,000,000.00
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$350,000,000.00
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100.00%
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5045448v.5
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V-i
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