EXHIBIT 10.14
FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
-----------------------------
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the
"First Amendment") made and entered into the 16th day of January, 1996, by and
---------------
between AMERAC ENERGY CORPORATION, a Delaware corporation, and BANK ONE, TEXAS,
NATIONAL ASSOCIATION, a national banking association.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the above named parties did execute and exchange counterparts
of that certain Amended and Restated Credit Agreement dated as of May 12, 1995
(the "Agreement") to which reference is here made for all purposes;
---------
WHEREAS, the above named parties are desirous of amending the Agreement
in the particulars hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants and agreements
of the parties to the Agreement and agreements of the parties hereto as set
forth in this First amendment, the parties hereto agree as follows:
ARTICLE I. DEFINITIONS
As used herein, each term defined in the Agreement shall have the
meaning assigned thereto in the Agreement and terms defined herein shall be
incorporated into the Agreement unless expressly provided to the contrary.
ARTICLE II. AMENDMENTS
2.01 The Agreement is hereby amended to substitute for the
first paragraph of Section 2.4 the following:
Until redetermined by the Lender as set forth below in this
Section, as of January 16, 1996 the Borrowing Base is
$10,600,000.00 and will decrease (a) $185,000.00 on the first
day of each calendar month beginning on February 1, 1996 and (b)
$185,000.00 when that certain Mortgaged Property commonly known
as the Northwest Arapahoe Unit located in Cheyenne County,
Colorado is sold.
2.02 The Agreement is hereby amended to substitute for Section
5.20 of the Agreement the following:
5.20 Proceeds of Production. Direct all purchasers of production
----------------------
or disbursers of proceeds of production from the Borrowing Base
Properties to pay such proceeds directly to a lock-box
maintained by the Borrower and the Lender.
2.03 The Agreement is hereby amended to substitute for Section
5.23 of the Agreement the following:
5.23 Fixed Charge Coverage Ratio. The Borrower will maintain for
---------------------------
the one (1) fiscal quarter period ending March 31, 1996, a ratio
of (a) net cash flow from operations exclusive of working
capital changes to (b) twenty-five percent (25%) of an amount
equal to the quotient of (i) the Borrowing Base as of March 31,
1996 divided by (ii) five, of no less than 1.2 to 1.0.
The Borrower will maintain for the two (2) fiscal quarter period
ending June 30, 1996, a ratio of (a) net cash flow from
operations exclusive of working capital changes to (b) fifty
percent (50%) of an amount equal to the quotient of (i) the
Borrowing Base as of June 30, 1996 divided by (ii) five, of no
less than 1.2 to 1.0.
2
The Borrower will maintain for the three (3) fiscal quarter
period ending September 30, 1996, a ratio of (a) net cash flow
from operations exclusive of working capital changes to (b)
seventy-five percent (75%) of an amount equal to the quotient of
(i) the Borrowing Base as of September 30, 1996 divided by (ii)
five, of no less than 1.2 to 1.0.
The Borrower will maintain for each four (4) fiscal quarter
period beginning with the four (4) fiscal quarter period ending
December 31, 1996, a ratio of (a) net cash flow from operations
exclusive of working capital changes to (b) an amount equal to
the quotient of (i) the Borrowing Base as of the last day of the
last fiscal quarter in such four fiscal quarter period divided
by (ii) five, of no less than 1.2 to 1.0.
2.04 The Agreement is hereby amended to substitute for Section
6.16 of the Agreement the following:
6.16 Overhead Expense. For each of the 1995 and 1996 fiscal
----------------
years of the Borrower, the Borrower will not incur general and
administrative expenses in excess of $1,600,000.00. For each
fiscal quarter of the Borrower after the 1996 fiscal year of the
Borrower, the Borrower will not incur general and administrative
expenses in excess of twenty-four percent (24%) of gross
revenues attributable to its oil and gas operations for any such
fiscal quarter.
2.05 The Agreement is hereby amended to add all of the Oil and
Gas Properties set forth on Exhibit A hereto (identified by their commonly known
names) to Exhibits C and D of the Credit Agreement.
ARTICLE III. REPRESENTATIONS AND WARRANTIES
The Borrower hereby expressly remakes in favor of the Lender all
of the representations and warranties set forth in ARTICLE IV of the Agreement,
as amended
3
hereby, and represents and warrants that all such representations and warranties
remain true and unbreached, except as affected by the transactions contemplated
in the Agreement.
ARTICLE IV. RATIFICATION
Each of the parties hereto does hereby adopt, ratify and confirm
the Agreement, in all things in accordance with the terms and provisions
thereof, as modified or amended by this First Amendment.
ARTICLE V. MISCELLANEOUS
5.01 All references to the Agreement in any document heretofore
or hereafter executed in connection with the transactions contemplated in the
Agreement shall be deemed to refer to the Agreement as amended by this First
Amendment.
5.02 THIS FIRST AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
TEXAS.
IN WITNESS WHEREOF, this First Amendment to Amended and Restated
Credit Agreement is executed as of the date first above written.
AMERAC ENERGY CORPORATION
BY:-------------------------------
Xxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
(Signatures continued on next page)
4
BANK ONE, TEXAS, NATIONAL
ASSOCIATION
By:
-----------------------------
Xxxxxxx X. Xxxxxx
Vice President
5
