EXHIBIT 10.1
FIRST AMENDMENT
TO
SECOND AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
This First Amendment to Second Amended and Restated Revolving Credit
Agreement dated January 15, 2002 (the "First Amendment"), by and among ENERGY
PARTNERS, LTD., a Delaware corporation and XXXX-XXXXXXX OIL COMPANY, a Texas
corporation (collectively, the "Borrower"), the undersigned banks and financial
institutions that are parties to the Credit Agreement (the "Banks"), and BANK
ONE, NA, a national banking association with its headquarters in Chicago,
Illinois ("Bank One"), as a Bank, as the LC Issuer and as Administrative Agent
for the Banks, is dated effective as of June 27, 2002:
WITNESSETH:
WHEREAS, Borrower, the Banks, the LC Issuer and the Administrative
Agent are parties to that certain Second Amended and Restated Credit Agreement
dated January 15, 2002 (the "Credit Agreement"); and
WHEREAS, the parties to the Credit Agreement desire to amend the Credit
Agreement as stated herein;
NOW, THEREFORE, in consideration of the premises and for Ten Dollars
($10.00) and other good and valuable consideration received by each party
hereto, and each intending to be legally bound hereby, the parties agree as
follows:
I. Specific Amendments to Credit Agreement.
Article I, DEFINITIONS, of the Credit Agreement is hereby amended by
adding the following definitions thereto:
"First Amendment" means the First Amendment dated June 27,
2002 to the Credit Agreement.
Section 2.06, Borrowing Base Determination, of the Credit Agreement is
hereby amended by replacing the first four sentences thereof with the following
text:
The Borrowing Base in effect from the date of the First Amendment
until the next redetermination thereof as set forth in this Section
is One Hundred Million Dollars ($100,000,000.00).
Section 5.03, Quarterly Unaudited Financial Statements, of the Credit
Agreement is hereby amended by substituting the words "sixtieth (60th )" in
place of the words "forty-fifth (45th )" that appear therein.
Section 5.03, Quarterly Unaudited Financial Statements, is hereby
further amended and Section 5.04, Annual Audited Financial Statements is hereby
amended by deleting from each such section the words "and consolidating".
II. Conditions Precedent in Connection with the First Amendment. This
First Amendment is subject to satisfaction of the following conditions
precedent:
A. Administrative Agent shall have received fully executed
counterparts, in the number of multiple originals requested by
Administrative Agent, of the First Amendment duly executed by an
authorized officer for Borrower and each of the Banks.
B. The representations and warranties contained in Article IV
of the Credit Agreement, as amended hereby, and in the Security
Instruments shall be true and correct in all material respects on the
date of the First Amendment, with the same effect as though such
representations and warranties had been made on such date; and no Event
of Default shall have occurred and be continuing or will have occurred
upon the execution of the First Amendment.
III. Reaffirmation of Representations and Warranties. To induce the
Banks to enter into this First Amendment, the Borrower hereby reaffirms, as of
the date hereof, its representations and warranties contained in Article IV of
the Credit Agreement, as amended hereby, and in all other documents executed
pursuant thereto and additionally represents and warrants as follows:
A. The execution and delivery of this First Amendment and the
performance by the Borrower of its obligations under this First
Amendment are within the Borrower's power, have been duly authorized by
all necessary corporate action, have received all necessary
governmental approval (if any shall be required), and do not and will
not contravene or conflict with any provision of law or of the charter
or by-laws of the Borrower or of any agreement binding upon the
Borrower.
B. The Credit Agreement as amended by this First Amendment
represents the legal, valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their respective
terms subject as to enforcement only to bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally.
C. No Event of Default or Unmatured Event of Default has
occurred and is continuing as of the date hereof.
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IV. Defined Terms. Except as amended hereby, terms used herein that are
defined in the Credit Agreement shall have the same meanings herein.
V. 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 herein and in any other
document, instrument, agreement or writing shall hereafter be deemed to refer to
the Credit Agreement as amended hereby.
VI. Entire Agreement. The Credit Agreement, as hereby amended, embodies
the entire agreement between the Borrower and the Banks and supersedes all prior
proposals, agreements and understandings relating to the subject matter hereof.
The Borrower certifies that it is relying on no representation, warranty,
covenant or agreement except for those set forth in the Credit Agreement, as
hereby amended, and in the other documents previously executed or executed of
even date herewith.
VII. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA. This First Amendment has been entered into
in Xxxxxx County, Texas, and it shall be performable for all purposes in Xxxxxx
County, Texas. Courts within the State of Texas shall have jurisdiction over any
and all disputes between the Borrower and the Bank, whether in law or equity,
including, but not limited to, any and all disputes arising out of or relating
to this First Amendment or any other Security Instrument; and venue in any such
dispute whether in federal or state court shall be laid in Xxxxxx County, Texas.
VIII. Severability. Whenever possible each provision of this First
Amendment shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this First Amendment shall be prohibited
by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this First Amendment.
IX. Execution in Counterparts. This First Amendment may be executed in
any number of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same agreement.
X. Section Captions. Section captions used in this First Amendment are
for convenience of reference only, and shall not affect the construction of this
First Amendment.
XI. Successors and Assigns. This First Amendment shall be binding upon
the Borrower and the Banks and their respective successors and assigns, and
shall inure to the benefit of the Borrower and the Banks, and the respective
successors and assigns of the Banks.
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XII. Non-Application of Chapter 346 of Texas Finance Codes. In no event
shall Chapter 346 of the Texas Finance Code (which regulates certain revolving
loan accounts and revolving tri-party accounts) apply to this Credit Agreement
as hereby further amended or any other Loan Documents or the transactions
contemplated hereby.
XIII. Notice. THIS FIRST AMENDMENT TOGETHER WITH THE CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN 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 BETWEEN
THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed as of the day set forth below their respective signatures,
but effective as of June 27, 2002.
BORROWER:
ENERGY PARTNERS, LTD. XXXX-XXXXXXX OIL COMPANY
By: By:
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Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx
Executive Vice President and Executive Vice President and
Chief Financial Officer Chief Financial Officer
Date: , 2002 Date: , 2002
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ADMINISTRATIVE AGENT, LC
ISSUER AND BANK:
BANK ONE, TEXAS, N.A.
By:
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Xxxxx Xxxxxx
Vice President
Date: , 2002
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SYNDICATION AGENT AND BANK:
XX XXXXXX CHASE BANK
(formerly known as The Chase
Manhattan Bank)
By:
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Name:
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Title:
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Date: , 2002
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DOCUMENTATION AGENT AND
BANK:
BNP PARIBAS
By:
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Name:
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Title:
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By:
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Name:
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Title:
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Date: , 2002
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BANKS:
WHITNEY NATIONAL BANK
By:
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Name:
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Title:
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Date: , 0000
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XXXXX XXXX XX XXXXXX
By:
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Name:
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Title:
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Date: , 2002
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XXXXX FARGO BANK TEXAS,
NATIONAL ASSOCIATION
By:
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Name:
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Title:
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Date: , 2002
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