FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT
CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”)
is effective as of May 31, 2006 and is entered into among THE HOUSTON EXPLORATION COMPANY, a
corporation duly organized and validly existing under the laws of the State of Delaware (the
“Company”); each of the financial institutions that is a signatory hereto (together with
their respective successors or assigns, individually, a “Lender” and, collectively, the
“Lenders”); WACHOVIA BANK, NATIONAL ASSOCIATION, individually, as Issuing Bank and as
Administrative Agent for the Lenders (in such latter capacity, together with its successors in such
capacity, the “Administrative Agent”); THE BANK OF NOVA SCOTIA and BANK OF AMERICA, as
Co-Syndication Agents (in such capacity, together with their respective successors in such
capacity, collectively the “Syndication Agents”); and BNP PARIBAS and COMERICA BANK, as
Co-Documentation Agents (in such capacity, together with their respective successors in such
capacity, collectively the “Documentation Agents”).
R E C I T A L S:
A. The Company, the Lenders, the Administrative Agent, the Syndication Agents and
Documentation Agents are parties to that certain $750,000,000 Amended and Restated Credit
Agreement, dated as of November 30, 2005 (the “Credit Agreement”).
B. The parties to the Credit Agreement intend to amend the Credit Agreement as herein
provided.
C. Therefore, in consideration of the mutual covenants and agreements herein contained, the
parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Except as amended hereby, terms used herein when defined in
the Credit Agreement shall have the same meaning herein unless the context otherwise requires.
SECTION 2. Amendments to Credit Agreement.
(a) Definitions. The term “Agreement”, defined in Section 1.02 of the Credit
Agreement, is hereby amended in its entirety to read as follows:
“Agreement” shall mean this Amended and Restated Credit Agreement, as
amended by the First Amendment, and as the same may be further amended,
supplemented, waived or otherwise modified from time to time in accordance herewith.
(b) New Definition. Section 1.02 of the Credit Agreement is hereby further amended by
adding thereto the following new definition in its appropriate alphabetical order:
“First Amendment” shall mean that certain First Amendment to Amended
and Restated Credit Agreement dated effective as of May 31, 2006 among the Company,
the Lenders party thereto, the Administrative Agent, the Issuing Bank, the
Syndication Agents and the Documentation Agents.
(c) Clause (c) of Section 9.06 of the Credit Agreement is hereby amended in its entirety to
read as follows:
“(c) repurchase up to and including $50,00,000 of its capital stock prior to
the Company’s sale of substantially all of its offshore Gulf of Mexico Oil and Gas
Properties and up to and including $150,000,000 of its capital stock (plus any
portion not utilized prior to such sale for a total of $200,000,000) after such sale
of substantially all of its offshore Gulf of Mexico Oil
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and Gas Properties, so long as no Event of Default exists and is continuing at
the time of any such repurchase or would be occasioned by any such repurchase and so
long as all such shares shall be promptly retired upon the repurchase thereof.
SECTION 3. Reaffirmation of Representations and Warranties. To induce the Lenders,
the Administrative Agent and the Issuing Bank to enter into this First Amendment, the Company
hereby reaffirms, as of the date hereof, its representations and warranties in their entirety
contained in Article VII of the Credit Agreement, as amended by this First Amendment, and in all
other documents executed pursuant thereto (except to the extent such representations and warranties
relate solely to an earlier date).
SECTION 4. 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.
SECTION 5. Governing Law; Entire Agreement. This First Amendment shall be governed
by, and construed in accordance with, the laws of the State of Texas; except that Chapter 346 of
the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving
tri-party accounts) shall not apply to this First Amendment. The Credit Agreement as amended by
this First Amendment, the Notes and the other Loan Documents constitute the entire understanding
among the parties hereto with respect to the subject matter hereof and supersede any prior
agreements, written or oral, with respect thereto.
SECTION 6. Severability of Provisions. Any provision in this First Amendment that is
held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that
jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions
in that jurisdiction or the operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of this First Amendment are declared to be severable.
SECTION 7. Counterparts. This First Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and any of the parties
hereto may execute this First Amendment by signing any such counterpart.
SECTION 8. Headings. Article and section headings in this First Amendment are for
convenience of reference only, and shall not govern the interpretation of any of the provisions of
this First Amendment.
SECTION 9. Successors and Assigns. This First Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Borrower, the Lenders, the Administrative Agent and the Issuing Bank
have executed this First Amendment as of the date first above written.
The parties hereto have caused this First Amendment to be duly executed as of the day and year
first above written.
| COMPANY: | ||||
| THE HOUSTON EXPLORATION COMPANY | ||||
| By: | /s/ Xxxxxx X. Xxx | |||
| Name: | Xxxxxx X. Xxx | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
| LENDERS AND AGENTS: | ||||
| WACHOVIA BANK, NATIONAL ASSOCIATION, Individually as a Lender, the Issuing Bank and as Administrative Agent |
||||
| By: | /s/ Xxx Xxxxxxx | |||
| Name: | Xxx Xxxxxxx | |||
| Title: | Vice President | |||
[Signature Page 3 to Credit Agreement]
| THE BANK OF NOVA SCOTIA, Individually as a Lender and as Co-Syndication Agent | ||||||
| By: Name: |
/s/ X. Xxxx
|
|||||
| Title: | Senior Manager | |||||
| BANK OF AMERICA, Individually as a Lender and as Co-Syndication Agent | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxxx | |||||
| Title: | Principal | |||||
| BNP PARIBAS, Individually as a Lender and as Co-Documentation Agent | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | Managing Director | |||||
| By: | /s/ Xxxxx Xxxxx | |||||
| Name: | Xxxxx Xxxxx | |||||
| Title: | Vice President | |||||
| COMERICA BANK, Individually as a Lender and as Co-Documentation Agent | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Name: | Xxxx Xxxxxx | |||||
| Title: | Corporate Banking Officer | |||||
| THE BANK OF NEW YORK | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||||
| Name: | Xxxxx X. Xxxxxxxx | |||||
| Title: | Vice President | |||||
| COMPASS BANK | ||||||
| By: | /s/ Xxxxxxx XxXxxxxxxx | |||||
| Name: | Xxxxxxx XxXxxxxxxx | |||||
| Title: | Vice President | |||||
| THE ROYAL BANK OF SCOTLAND | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | Senior Vice President | |||||
| UNION BANK OF CALIFORNIA, N.A. | ||||||
| By: | /s/ Xxxxxx Xxxxx | |||||
| Name: | Xxxxxx Xxxxx | |||||
| Title: | Investment Bank Officer | |||||
[Signature Page 4 to Credit Agreement]
| By: Name: |
/s/ Xxxxxxxx Coil
|
|||||
| Title: | Vice President | |||||
| NATEXIS BANQUES POPULAIRES | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||||
| Title: | Vice President & Group Manager | |||||
| By: | /s/ Xxxxx X. Xxxxxxx, III | |||||
| Name: | Xxxxx X. Xxxxxxx, III | |||||
| Title: | Vice President & Group Manager | |||||
| AMEGY BANK NATIONAL ASSOCIATION | ||||||
| By: | /s/ Xxxx X. Xxxxxx | |||||
| Name: | Xxxx X. Xxxxxx | |||||
| Title: | Vice President, Energy Lending | |||||
| XXXXX FARGO BANK, N.A. | ||||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||||
| Name: | Xxxxxx X. Xxxxxx | |||||
| Title: | Vice President | |||||
| FORTIS CAPITAL CORP. | ||||||
| By: | /s/ Xxxxx Xxxxxxxxxx | |||||
| Name: | Xxxxx Xxxxxxxxxx | |||||
| Title: | Senior Vice President | |||||
| By: | /s/ Xxxxxxx Xxxxxx | |||||
| Name: Title: |
Xxxxxxx Xxxxxx Managing Director |
|||||
| SOCIETE GENERALE | ||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||
| Name: Title: |
Xxxxx Xxxxxxx Vice President |
|||||
| XXXXXX XXXXXXX FINANCING, INC. | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Vice President | |||||
[Signature Page 5 to Credit Agreement]
| BANK OF SCOTLAND | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Assistant Vice President | |||
| KEY BANK, N.A. | ||||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Senior Vice President | |||
[Signature Page 6 to Credit Agreement]
Ratification and Affirmation of Guarantors
Each of the undersigned Guarantors hereby expressly (a) acknowledges the terms of this First
Amendment, (b) ratifies and affirms its obligations under its respective Guaranty Agreement dated
as of November 30, 2005, in favor of the Administrative Agent, and (c) acknowledges, renews and
extends its continued liability under said Guaranty Agreement and agrees that said Guaranty
Agreement remains in full force and effect notwithstanding the matters contained herein, in each
case until the Liabilities (as defined in said Guaranty Agreement) are indefeasibly paid in full in
cash, no Letter of Credit shall be outstanding and the aggregate Commitments are terminated.
| GUARANTORS: | ||||||
| THEC, LLC | ||||||
| By: | The Houston Exploration Company, its sole member | |||||
| By: | /s/ Xxxxxx X. Xxx | |||||
| Name: | Xxxxxx X. Xxx | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||
| THEC, LP | ||||||
| By: | The Houston Exploration Company, its General Partner | |||||
| By: | /s/ Xxxxxx X. Xxx | |||||
| Name: | Xxxxxx X. Xxx | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||
[Signature
Page 7 to Credit Agreement]
