Exhibit 10.1
FOURTH AMENDMENT TO SECOND LIEN SECURED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO SECOND LIEN SECURED CREDIT AGREEMENT (this
"Amendment") is entered into as of December 29, 2004, between PetroQuest Energy,
LLC, a Louisiana limited liability company ("Borrower"), and Macquarie Bank
Limited, an Australian corporation ("Lender"). Capitalized terms used but not
defined in this Amendment have the meaning given them in the Credit Agreement
(defined below).
Background
A. Borrower and Lender have previously entered into a Credit Agreement
dated November 6, 2003 (as amended, the "Credit Agreement") for the
purpose of making available to Borrower a senior second lien secured
term loan on a non-revolving basis.
B. Borrower has requested that Lender modify the Availability Termination
Date for the facility.
C. Lender is willing to amend the Credit Agreement pursuant to the terms
and conditions of this Amendment.
Agreements
In consideration of the mutual covenants of Borrower and Lender set
forth in this Amendment, receipt of the acknowledgement of this amendment by
JPMorgan Chase Bank, N.A. (successor by merger to Bank One, N.A.) and other good
and valuable consideration, the receipt and sufficiency of which are
acknowledged by each of the parties, Borrower and Lender agree as follows:
1. Amendments to Credit Agreement.
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Modifications to Existing Definitions. The definition of
Availability Termination Date is deleted in its entirety and
replaced with the following:
"Availability Termination Date" means December 31, 2005.
2. Reaffirmation of Representations and Warranties. To induce Lender to
enter into this Amendment, Borrower hereby reaffirms, as of the date
hereof, its representations and warranties contained in Article IV of
the Credit Agreement and in all other documents executed pursuant
thereto, and additionally represents and warrants as follows:
a) The execution and delivery of this Amendment and the
performance by Borrower of its obligations under this
Amendment are within Borrower's power, have been duly
authorized by all necessary partnership action, have received
all necessary government approval (if any shall be required),
and do not and will not contravene or conflict with any
provision of law or of
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the certificate of limited partnership or the partnership
agreement of Borrower or of any agreement binding upon
Borrower.
b) This Amendment represents the legal, valid and binding
obligations of Borrower enforceable against Borrower in
accordance with its terms subject as to enforcement only to
bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights
generally.
3. Ratification of Liens and Security Interests. Borrower hereby
acknowledges and ratifies the existence and priority of the Liens
granted by Borrower in favor of Lender in and to the Collateral and
represents, warrants and covenants that such liens and security
interests are valid, existing and in full force and effect.
4. Miscellaneous. This Amendment supersedes all prior agreements (written
or oral) between Borrower and Lender with regard to the subject matters
hereof. This Amendment is a Loan Document. Except as affected by this
Amendment, the Loan Documents are unchanged and continue in full force
and effect. However, in the event of any inconsistency between the
terms of the Credit Agreement as amended by this Agreement and any
other Loan Document, the terms of the Credit Agreement will control and
the other document will be deemed to be amended to conform to the terms
of the Credit Agreement. All references to the Credit Agreement will
refer to the Credit Agreement as amended by this Amendment. Borrower
agrees that all Loan Documents to which it is a party (whether as an
original signatory or by assumption of the Obligations) remain in full
force and effect and continue to evidence its legal, valid and binding
obligations enforceable in accordance with their terms (as the same are
affected by this Amendment or are amended in connection with this
Amendment). Borrower releases Lender from any liability for actions or
failures to act in connection with the Loan Documents prior to the date
of this Amendment. Any course of dealing among Borrower or Lender or
any other Person will not be deemed to have altered or amended the
Credit Agreement or affected either Borrower's of Lender's right to
enforce the Credit Agreement as written. This Amendment will be binding
upon and inure to the benefit of each of the undersigned and their
respective successors and permitted assigns.
5. No waiver of Default
Neither this Amendment nor any course of dealing between Borrower and
Lender prior to or after the date of this Amendment constitutes a
waiver of, or a consent to, any present or future violation of or
default under, any provision of the Loan Documents, or a waiver of
Lender's right to insist upon future compliance with each term,
covenant, condition and provision of the Loan Documents, and the Loan
Documents shall continue to be binding upon, and inure to the benefit
of, Borrower and Lender and their respective successors and assigns.
6. Form. Each agreement, document, instrument or other writing to be
furnished Lender under any provision of this instrument must be in form
and substance satisfactory to Lender and its counsel.
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7. Multiple Counterparts. This Amendment may be executed in more than one
counterpart, each of which shall be deemed an original, and all of
which constitute, collectively, one instrument; but, in making proof of
this instrument, it shall not be necessary to produce or account for
more than one such counterpart. It shall not be necessary for Borrower
and Lender to execute the same counterpart hereof so long as Borrower
and Lender execute a counterpart hereof.
8. Governing Law. This Amendment and all transactions provided for in this
Amendment will be governed by, interpreted and construed under and
enforced pursuant to the laws of the State of Texas, without regard to
its conflicts of laws provisions.
9. Final Agreement. THE LOAN DOCUMENTS, AS AMENDED BY OR IN CONNECTION
WITH THIS AMENDMENT, 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 ORAL AGREEMENTS
BETWEEN THE PARTIES.
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This Amendment is executed as of the date set forth in the preamble to this
Amendment to be effective as of that same date.
BORROWER:
PetroQuest Energy, LLC.,
a Louisiana limited liability company
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
SVP, CFO & Treasurer
LENDER:
MACQUARIE BANK LIMITED,
An Australian corporation
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Executive Director
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Attorney
Acknowledged this 29th day of December 2004
JPMORGAN CHASE BANK, N.A. (successor by merger to BANK ONE, N.A.)
By: /s/ Jo Xxxxx Xxxxxxxxx
Name: Jo Xxxxx Xxxxxxxxx
Title: Associate Director
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