EXHIBIT 10.4
EXECUTION COPY
SECOND AMENDMENT
SECOND AMENDMENT, dated as of November 13, 1998 (this "SECOND AMENDMENT"),
to the Amended and Restated Credit Agreement (as amended, supplemented or
otherwise modified from time to time), dated as of May 22, 1998 (the "CREDIT
AGREEMENT"), among The Meridian Resource Corporation, a Texas corporation (the
"Borrower"), the several lenders from time to time parties thereto (the
"LENDERS"), The Chase Manhattan Bank, as the Administrative Agent for the
Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), Bankers Trust Company,
as syndication agent (in such capacity, the "SYNDICATION Agent"), Chase
Securities Inc., as advisor to the Borrower (in such capacity, the "Advisor"),
Chase Securities Inc., BT Alex. Brown Incorporated, Toronto Dominion (Texas),
Inc. and Credit Lyonnais New York Branch, as co-arrangers (each in such
capacity, a "CO-ARRANGER"), and Toronto Dominion (Texas), Inc. and Credit
Lyonnais New York Branch, as co-documentation agents (each in such capacity, a
"CO-DOCUMENTATION AGENT").
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to the
Credit Agreement;
WHEREAS, the Borrower has requested, and the Administrative Agent and the
Lenders have agreed, to increase the Borrowing Base to $250,000,000 and to
certain other modifications all as provided for herein set forth herein; and
WHEREAS, the Commitments of certain Lenders are changing, the Commitments
of certain Lenders are being reduced to zero (the "EXITING LENDERS") and a
certain financial institution is being added as a party hereto (the "NEW
LENDER");
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Terms defined in the Credit Agreement and used herein
shall, unless otherwise indicated, have the meanings given to them in the Credit
Agreement.
2. AMENDMENTS TO SUBSECTION 1.1 OF THE CREDIT AGREEMENT. (a) Subsection
1.1 of the Credit Agreement is hereby amended by deleting therefrom the
definitions of "Applicable Margin", "Borrowing Base", "Commitment Fee Rate" and
"Mortgage" contained therein in their entirety and substituting in lieu thereof
the following definitions:
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"APPLICABLE MARGIN": for any day with respect to Eurodollar Loans
and ABR Loans, the applicable per annum rate set forth below opposite the
Borrowing Base Usage in effect on such day:
BORROWING EURODOLLAR ABR
BASE USAGE MARGIN MARGIN
---------- -------- ------
Less than or 1.00% 0%
equal to 33%
Greater than 1.25% .25%
33% and less
than or equal
to 66%
Greater than 1.50% .50%
66% and less
than or equal
to 80%
Greater than 0%
80% 2.50% 1.5
PROVIDED if there is no Borrowing Base Deficiency on the effective date of
the March '99 Redetermination (after giving effect thereto), then
commencing on such effective date the Applicable Margin thereafter, for
any day with respect to Eurodollar Loans and ABR Loans shall be the
applicable per annum rate set forth below opposite the Borrowing Base
Usage in effect on any such day:
BORROWING EURODOLLAR ABR
BASE USAGE MARGIN MARGIN
---------- -------- ------
Less than or 1.00% 0%
equal to 33%
Greater than 1.25% .25%
33% and less
than or equal
to 66%
Greater than 0%
66% 1.50% .5
As used herein, "BORROWING BASE USAGE" on any day means the percentage
equivalent to the ratio of (i) the sum of the aggregate principal amount
of the
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Loans then outstanding and Letter of Credit Outstandings on such day to
(ii) the Borrowing Base in effect on such day.
"BORROWING BASE": at any time of determination, the amount then in
effect as determined in accordance with subsection 4.9; PROVIDED, HOWEVER,
that until the March '99 Redetermination, the Borrowing Base shall be
$250,000,000.
"COMMITMENT FEE RATE": for any day, a rate per annum equal to (a)
.30% if the Borrowing Base Usage in effect on such day is less than or
equal to 33%, (b) .375% if the Borrowing Base Usage in effect on such day
is greater than 33% and less than or equal to 80% and (c) .50% if the
Borrowing Base Usage in effect on such day is greater than 80%; PROVIDED
that if there is no Borrowing Base Deficiency on the effective date of the
March '99 Redetermination (after giving effect thereto), then commencing
on such effective date the Commitment Fee Rate thereafter for any day
shall be a rate per annum equal to (a) .30% if the Borrowing Base Usage in
effect on such day is less than or equal to 33% and (b) .375% if the
Borrowing Base Usage in effect on such day is greater than 33%.
"MORTGAGE": collectively, (i) the Existing Mortgage, as amended by
the Mortgage Amendment, as further amended by the Second Mortgage
Amendment, and (ii) each other mortgage (including without limitation, the
Additional Mortgage), deed of trust, assignment, security agreement or
mortgage executed by the Borrower or any other Loan Party and in form and
substance reasonably satisfactory to the Administrative Agent which
purports to create a Lien in favor of the Administrative Agent, in each
case as amended, supplemented or otherwise modified from time to time.
(b) Subsection 1.1 of the Credit Agreement is hereby amended by
adding thereto the following new definitions in alphabetical order:
"ADDITIONAL MORTGAGE": additional mortgages and deeds of trust on
Oil and Gas Properties consisting of additional properties made by any
Loan Party in favor of, or for the benefit of, the Administrative Agent
for the benefit of the Lenders, substantially in the form of Exhibit J
attached hereto, as the same may be amended, supplemented or otherwise
modified from time to time.
"BBL": one stock tank barrel, or 42 U.S. gallons liquid volume, used
herein in reference to crude oil or other liquid hydrocarbons.
"BCFE": billion cubic feet equivalent, determined using the ratio of
six Mcf of natural gas to one Bbl of crude oil, condensate or natural gas
liquids.
"MCF": one thousand cubic feet.
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"MMCFE/D": one million cubic feet equivalent per day, determined
using the ratio of six Mcf of natural gas to one Bbl of crude oil,
condensate or natural gas liquids.
"CONSOLIDATED WORKING CAPITAL": at any date, the excess of current
assets on such date OVER current liabilities on such date, excluding the
current portion of long term debt, all as determined in accordance with
GAAP.
"MARCH '99 REDETERMINATION": the redetermination of the Borrowing
Base scheduled for March 31, 1999, pursuant to subsection 4.9(c),
utilizing the Reserve Report dated as of December 31, 1998 and required to
be delivered prior to March 1, 1999.
"SECOND MORTGAGE AMENDMENT": the Second Mortgage Amendment,
substantially in the form of Exhibit K, to amend the Existing Mortgage as
amended by the Mortgage Amendment.
3. AMENDMENTS TO SUBSECTION 4.6. Subsection 4.6 of the Credit Agreement is
hereby amended by adding after clause (b) and before subsection 4.7 the
following new clause (c):
"(c) Each time the Borrower requests Revolving Credit Loans be made
on a Borrowing Date, the effect of which would be to cause the aggregate
outstanding principal amount of the Revolving Credit Loans to exceed the
greater of (i) $200 million and (ii) the previous highest aggregate
outstanding principal amount of Revolving Credit Loans (the greater of (i)
and (ii) being herein called the "BASE Amount"), the Borrower shall pay to
the Administrative Agent for the ratable benefit of the Lenders (based on
each Lender's Commitment Percentage) a fee equal to the product obtained
by multiplying 2.5% by the amount by which the aggregate outstanding
principal amount of the Revolving Credit Loans on such Borrowing Date
(after giving effect to the Revolving Credit Loans being made on such
Borrowing Date) exceeds the Base Amount."
4. AMENDMENTS TO SUBSECTION 4.9. Subsection 4.9 of the Credit Agreement is
hereby amended by deleting such subsection in its entirety and substituting in
lieu thereof the following:
"4.9 COMPUTATION OF BORROWING BASE. (a) BORROWING BASE. (i) The
Borrowing Base in effect from time to time shall represent the maximum
principal amount (subject to the aggregate amount of the Revolving Credit
Commitments) of Loans and Letter of Credit Outstandings that the Lenders
will allow to remain outstanding during the Commitment Period. Until the
March '99 Redetermination, the Borrowing Base will be based upon the value
of certain Proved Reserves attributable to the Oil and Gas Properties of
the Borrower and its Subsidiaries and other assets of the Borrower and its
Subsidiaries acceptable to the Administrative Agent in its sole
discretion, and will be determined by the
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Administrative Agent in accordance with paragraph (d) of this subsection
4.9, subject to approval by the Supermajority Lenders (or, with respect to
the March '99 Redetermination, all of the Lenders). Until the Commitments
are no longer in effect, all Letters of Credit have terminated and all of
the Loans and all other obligations under this Agreement are paid in full,
this Agreement shall be subject to the then effective Borrowing Base.
(b) RESERVE REPORTS. Prior to March 1 and September 1 of each year,
the Borrower shall, at its own expense, furnish to the Administrative
Agent and to each Lender Reserve Reports, which Reserve Reports shall be
dated as of the immediately preceding December 31 (in the case of Reserve
Reports due on March 1) and June 30 (in the case of Reserve Reports due on
September 1), and shall set forth, among other things, (i) the Oil and Gas
Properties, then owned by the Borrower and its Subsidiaries, (ii) the
Proved Reserves attributable to such Oil and Gas Properties and (iii) a
projection of the rate of production and net income of the Proved Reserves
as of the date of such Reserve Report, all in accordance with the
guidelines published by the Securities and Exchange Commission and such
assumptions as the Administrative Agent shall provide. Concurrently with
the delivery of the Reserve Reports, the Borrower shall furnish to the
Administrative Agent and to each Lender a certificate of a Responsible
Officer showing any additions to or deletions from the Oil and Gas
Properties listed in the Reserve Report, which additions or deletions were
made by the Borrower and its Subsidiaries since the date of the previous
Reserve Report.
(c) REDETERMINATIONS OF THE BORROWING BASE. The Borrowing Base shall
be redetermined (i) after receipt by the Administrative Agent of each
scheduled Reserve Report, commencing with the Reserve Report prepared as
of December 31, 1998, (ii) upon the delivery of a Lender Redetermination
Notice to the Borrower and (iii) upon the delivery of a Borrower
Redetermination Notice to the Administrative Agent, all as provided in
this subsection 4.9. Within 15 days after the delivery of a Borrower
Redetermination Notice or a Lender Redetermination Notice, the Borrower
shall furnish to the Administrative Agent and to each Lender a Reserve
Report as of the most recent practicable date. If the Borrower fails to
deliver a Reserve Report within the time period provided for in the
preceding sentence, then the Administrative Agent shall have the right to
rely on the last Reserve Report previously delivered by the Borrower with
any such adjustments and taking into account any additional information as
the Administrative Agent may deem appropriate, in its sole discretion. On
or before the date which is 30 days after receipt (i) of a scheduled
semi-annual Reserve Report or (ii) of a Reserve Report in connection with
a Lender Redetermination Notice or a Borrower Redetermination Notice, the
Administrative Agent shall redetermine the Borrowing Base in its sole
discretion, and the Administrative Agent shall notify the Borrower and the
Lenders of its redetermination of the Borrowing Base. Within 10 days after
receipt from the Administrative Agent of the amount of the its
redetermination of the Borrowing Base, each Lender shall notify the
Administrative Agent stating whether or not such Lender agrees with that
redetermination. Failure of any Lender to give such notice within such
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period of time shall be deemed to constitute an acceptance of such
redetermination. If the Supermajority Lenders (or, with respect to the
March '99 Redetermination, all of the Lenders) agree with that
redetermination, then the Administrative Agent promptly shall notify the
Borrower of the Borrowing Base as so redetermined, whereupon that
redetermined value shall automatically become effective (and shall remain
effective until the Borrowing Base is again redetermined as provided in
this subsection 4.9(c)). If the Supermajority Lenders (or, with respect to
the March '99 Redetermination, all of the Lenders) have not approved or
are not deemed to have approved the Borrowing Base within the 10 day
period following their receipt of the proposed amount from the
Administrative Agent, the Borrowing Base shall be set at the amount of the
then current Borrowing Base and the Borrowing Base shall remain at such
level until the Supermajority Lenders (or, with respect to the March '99
Redetermination, all of the Lenders), utilizing the procedure outlined
herein, agree on a new Borrowing Base. Each redetermination provided for
by this subsection 4.9(c) shall be made in accordance with the provisions
of subsection 4.9(d). It is the intention of the Borrower and the Lenders
that the Borrowing Base be redetermined within 45 days after the
furnishing of each Reserve Report, subject to the provisions of this
paragraph (c).
(d) CRITERIA. (i) All determinations and redeterminations by the
Administrative Agent provided for in this subsection 4.9 (and any
determinations and decisions by either or both of the Administrative Agent
and the Supermajority Lenders (or, with respect to the March '99
Redetermination, all of the Lenders) in connection therewith, including
effecting any redetermination of the value of any component contained in a
Reserve Report) shall be made by the Administrative Agent and the Lenders
in their sole discretion and shall be made on a reasonable basis and in
good faith based upon the application by the Administrative Agent and the
Lenders of their respective normal oil and gas lending criteria as they
exist at the time of determination.
(ii) All redeterminations of the Borrowing Base referred to in this
subsection 4.9 shall become effective immediately upon the delivery of
notice by the Administrative
Agent to the Borrower of the redetermination.
(iii) Upon the issuance of any Subordinated Indebtedness, the
Borrowing Base shall be redetermined in accordance with the procedures set
forth in subsection 4.9 which would have applied had a Borrower
Redetermination Notice or a Lender Redetermination Notice been delivered.
(e) TITLE. Concurrently with the delivery to the Administrative
Agent of each Reserve Report, the Administrative Agent may request that
the Borrower furnish to the Administrative Agent reasonable evidence of
the Borrower's title to the Oil and Gas Properties which have been
developed or acquired by the Borrower subsequent to the Reserve Report
immediately preceding such Reserve Report."
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5. AMENDMENTS TO SECTION 4.10. Subsection 4.10 of the Credit Agreement is
hereby amended by deleting such subsection in its entirety and substituting in
lieu
thereof the following:
"4.10 BORROWING BASE COMPLIANCE. If, upon any redetermination of the
Borrowing Base pursuant to subsection 4.9(c) other than in connection with
the issuance of Subordinated Indebtedness provided for in subsection
8.2(f), the Aggregate Revolving Credit Exposure of the Lenders exceeds the
Borrowing Base then in effect (any such excess, the "BORROWING BASE
DEFICIENCY"), the Borrower shall prepay the Revolving Credit Loans and
then to the extent necessary, cash collateralize the Letter of Credit
Outstandings in an amount equal to at least 50% of the Borrowing Base
Deficiency within 90 days after the effective date of the redetermination
resulting in such Borrowing Base Deficiency, and within the next 90 days
prepay the Revolving Credit Loans and then cash collateralize the Letter
of Credit Outstandings in an amount equal to the balance of such Borrowing
Base Deficiency in each case together with interest accrued to the date of
such payment or prepayment and any amounts payable under subsection 4.14;
PROVIDED that, if there exists a Borrowing Base Deficiency upon the March
'99 Redetermination the Borrower shall within 30 days of the effectiveness
of the March '99 Redetermination prepay the Revolving Credit Loans and
then cash collateralize the Letter of Credit Outstandings (together with
interest accrued to the date of such payment or prepayment and any amounts
payable under subsection 4.14) in an amount equal to such Borrowing Base
Deficiency. If at any other time there exists a Borrowing Base Deficiency
(including as a result of a redetermination in connection with the
incurrence of Subordinated Indebtedness provided for in subsection
8.2(f)), the Borrower shall immediately prepay the Revolving Credit Loans
and then to the extent necessary, cash collateralize the Letter of Credit
Outstandings in an amount equal to 100% of such Borrowing Base Deficiency
together with (i) interest accrued to the date of such payment or
prepayment and (ii) any amounts payable under subsection 4.14.
Notwithstanding the foregoing, the Borrower shall immediately apply 100%
of the Net Proceeds of any Redetermination Event described in clauses (a),
(b), (c) or (d) of the definition thereof to prepay outstanding Loans and
then cash collateralize the Letter of Credit Outstandings. Prepayments and
collateralization pursuant to this subsection 4.10 shall be made as set
forth in subsection 4.5(c)."
6. AMENDMENT TO SUBSECTION 7.2. Subsection 7.2 of the Credit Agreement is
hereby amended by (a) deleting the "and" and the end of clauses "(e)", (b)
relettering clause "(f)" as clause "(g)" and adding the following new clause
"(f)":
"(f) no later than January 15, 1999, a certificate of the Borrower
certifying to the best of the Borrower's knowledge, the Borrower's
compliance with paragraphs (d), (e) and (f) of subsection 8.1 together
with computations showing such compliance including the respective
percentages of Proved Reserves consisting of proved developed producing
reserves, proved developed non-producing reserves and proved undeveloped
reserves; and"
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7. AMENDMENTS TO SECTION 7.11. Subsection 7.11 of the Credit Agreement is
hereby amended by deleting such subsection in its entirety and substituting in
lieu thereof the following:
"7.11 FURTHER ASSURANCES. Upon the request of the Administrative
Agent, promptly perform or cause to be performed any and all acts and
execute or cause to be executed any and all documents (including, without
limitation, financing statements and continuation statements) for filing
under the provisions of the Uniform Commercial Code or any other
Requirement of Law which are necessary or advisable to maintain in favor
of the Administrative Agent, for the benefit of the Lenders, Liens on the
Pledged Securities and on the Oil and Gas Properties subject to the
Mortgages that are duly perfected in accordance with all applicable
Requirements of Law; PROVIDED that the Liens created by such Mortgages
shall be released after the effectiveness of the March '99 Redetermination
(pursuant to documentation reasonably satisfactory to the Administrative
Agent) and PROVIDED that, if upon redetermination of the Borrowing Base in
connection with the March '99 Redetermination it is determined that there
is no Borrowing Base Deficiency or if there is, such deficiency is cured
within 30 days, the Liens created by such Mortgages shall be released if,
at such time, (x) no Default or Event of Default has occurred and is
continuing and (y) the December 31, 1998 Reserve Report is delivered by
the Borrower to the Administrative Agent by March 1, 1999."
8. AMENDMENT TO SECTION 7. Section 7 of the Credit Agreement is hereby
amended by adding after subsection 7.11 and before Section 8, the following:
"7.12 ADDITIONAL COLLATERAL. (a) The Borrower shall take all action
so that no later than December 11, 1998, the schedules of description of
properties to be included with the Additional Mortgage are delivered in
proper recordable form to the Administrative Agent, such that the
Additional Mortgage (when recorded) together with the Existing Mortgage
shall give the Lenders a first lien on Proved Reserves of the Borrower
constituting at least 75% of the net present value of all the Proved
Reserves of the Borrower and its Subsidiaries as reflected in the Reserve
Report dated September 3, 1998, prepared by the Borrower and delivered to
the Lenders. In addition, the Adminstrative Agent shall receive no later
than December 11, 1998, a certificate from the Borrower satisfactory to
the Administrative Agent as to the fact that the Additional Mortgage
together with the Existing Mortgage shall give the Lenders when the
Additional Mortgage is properly filed, a first lien on Proved Reserves of
the Borrower constituting at least 75% of the net present value of all the
Proved Reserves of the Borrower and its Subsidiaries as reflected in the
foregoing Reserve Report.
(b) The Borrower hereby directs the Administrative Agent to file and
record the Additional Mortgage in all filing offices as the Administrative
Agent deems appropriate upon the occurrence of any of the following events
(and the Administrative Agent and the Lenders agree not to file or record
the Additional Mortgage until the occurrence of any of the following
events):
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(i) the Borrower fails to deliver the certificate required by
subsection 7.2(f) by January 15, 1999 or if the Borrower delivers such
certificate, subsequent information is received by the Borrower or the
Administrative Agent which demonstrates to the reasonable satisfaction of
the Administrative Agent that the Borrower is not in compliance with
subsection 8.1(d), (e), or (f); or
(ii) if the Borrower fails to deliver the Reserve Report for
December 31, 1998 to the Administrative Agent by March 1, 1999 or if upon
redetermination of the Borrowing Base in connection with the March '99
Redetermination it is determined that a Borrowing Base Deficiency exists
and the Borrower fails to cure such deficiency within 30 days of the
effective date of the March '99 Redetermination by prepaying the Revolving
Credit Loans and/or cash collateralizing Letter of Credit Outstandings.
(c) Upon the filing of the Additional Mortgage to the extent
required under paragraph (b) above, the Borrower shall take all other
action so that on such date the Administrative Agent on behalf of the
Lender shall have a valid perfected first mortgage lien on Proved Reserves
of the Borrower constituting at least 75% of the net present value of all
the Proved Reserves of the Borrower and its Subsidiaries as reflected in
the most recent Reserve Report and thereafter the Borrower shall take such
action as is necessary so that the Administrative Agent on behalf of the
Lenders continues to have a first mortgage lien on Proved Reserves of the
Borrower constituting at least 75% of the net present value of the Proved
Reserves of the Borrower and its Subsidiaries as reflected in the most
recent Reserve Report."
9. AMENDMENT TO SUBSECTION 8.1. Subsection 8.1 of the Credit Agreement is
hereby amended by adding thereto the following paragraphs (d), (e) and (f):
"(d) AVERAGE DAILY PRODUCTION. Permit the average daily production
of the Proved Reserves of the Borrower and its Subsidiaries for the
calendar quarter ending December 31, 1998 to be less than 140 MMCFE/D.
(e) PROVED RESERVES. Permit the aggregate Proved Reserves of the
Borrower and its Subsidiaries as of December 31, 1998 to be less than 281
BCFE.
(f) WORKING CAPITAL. Permit the Consolidated Working Capital as at
December 31, 1998 to be less than negative $10,000,000."
10. AMENDMENT TO SUBSECTION 9(C). Section 9 of the Credit Agreement is
hereby amended by deleting paragraph (c) in its entirety and substituting in
lieu thereof the following:
"(c) The Borrower or any of its Subsidiaries shall default in the
observance or performance of any agreement applicable to it contained in
subsections 4.10, 7.7(a), 7.9 or 7.12 of this Agreement, Section 8 of this
Agreement or Section 5(b) of the Pledge Agreement; or"
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11. SCHEDULE 1.1(A), EXHIBIT J AND EXHIBIT K. The Credit Agreement is
hereby amended and supplemented by (a) deleting Schedule 1.1(a) therefrom in its
entirety and substituting a new Schedule 1.1(a) attached hereto as Annex A, (b)
adding thereto a new Exhibit J (the Form of Additional Mortgage) attached hereto
as Annex B and (c) adding thereto a new Exhibit K (the Second Mortgage
Amendment) attached hereto as Annex C.
12. CONDITIONS TO EFFECTIVENESS. The amendments and changes provided for
in this Second Amendment shall become effective on the date (the "SECOND
AMENDMENT EFFECTIVE DATE") upon which the following conditions precedent are
satisfied and the Administrative Agent notifies the Borrower and the Lenders of
the occurrence of the Second Amendment Effective Date:
(a) the Administrative Agent shall have received counterparts of
this Second Amendment, duly executed by the Borrower, the Lenders (including the
Exiting Lenders) and the
New Lender, listed in the signature pages hereof;
(b) the Administrative Agent shall have received counterparts of the
Acknowledgement and Consent, confirming and agreeing that the Second Amended and
Restated Guarantee, dated as of June 30, 1998, is and shall continue to be, in
full force and effect, duly executed by the Guarantors attached hereto;
(c) the Administrative Agent shall have received the Second Mortgage
Amendment, executed and delivered by a duly authorized officer of each Loan
Party thereto;
(d) the Administrative Agent shall have received an Additional
Mortgage, effective to create when properly filed in favor of the Administrative
Agent, for the ratable benefit of the Lenders, a first priority lien on the
properties to be covered by the Additional Mortgage;
(e) the Administrative Agent shall have received all fees and
expenses required to be paid on or before the Second Amendment Effective Date;
(f) the Administrative Agent shall have received a legal opinion of
counsel to the Borrower and special Louisiana counsel to the Administrative
Agent in form and substance satisfactory to the Administrative Agent;
(g) the Administrative Agent shall have received a copy of the
resolutions, in form and substance satisfactory to the Administrative Agent, of
the Board of Directors of each applicable Loan Party authorizing (i) the
execution, delivery and performance of this Second Amendment, the Second
Mortgage Amendment and the Additional Mortgage, certified by its Secretary or
Assistant Secretary as of the Second Amendment Effective Date, which certificate
shall state that the resolutions thereby certified have not been amended,
modified, revoked or rescinded as of the date of such certificate; and
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(h) concurrently with the occurrence of the Second Amendment
Effective Date, all actions required by Section 13(a) below of this Second
Amendment shall have been taken with respect to the New Lender and each Exiting
Lender.
13. EXITING AND NEW LENDERS; AMENDMENT TO SCHEDULE 1.1(A). (a) Each of (i)
Bankers Trust Company, (ii) Credit Lyonnais New York Branch, (iii) CIBC, Inc.,
(iv) The Sanwa Bank, Limited, and (v) The Fuji Bank, Limited is an Exiting
Lender and Morgan Guaranty Trust Company of New York is a New Lender.
Concurrently with the Second Amendment Effective Date, Commitments will be
adjusted as provided in Annex A and the Administrative Agent shall inform the
Lenders of adjustments to be made on the Second Amendment Effective Date
including that certain Lenders will make additional Revolving Loans and the
Exiting Lenders will be repaid their Revolving Loans together with all interest
and fees accrued to the Second Amendment Effective Date so that upon conclusion
of such adjustments, each Lender's Aggregate Revolving Credit Exposure will be
pro rata in accordance with Annex A and the Exiting Lenders will have no
outstanding Revolving Credit Exposure.
(b) In connection with the foregoing, effective on the Second
Amendment Effective Date, (i) the New Lender shall be a party to the Credit
Agreement and have the rights and obligations of a Lender thereunder and under
the other Loan Documents and shall be bound by the provisions thereof, (ii) each
Exiting Lender shall no longer be a Lender thereunder and shall be released from
its obligations under the Credit Agreement (including without limitation,
Section 3.4), (iii) Bankers Trust Company shall no longer be Syndication Agent
thereunder and shall be released from its obligations under the Credit Agreement
in its capacity as Syndication Agent, (iv) Credit Lyonnais New York Branch shall
no longer be a Co-Arranger or a CoDocumentation Agent thereunder and shall be
released from its obligations under the Credit Agreement in its capacity as
Co-Arranger and as Co-Documentation Agent, and (v) Mees Pierson N.V. shall be a
Co-Arranger thereunder and shall have the rights and obligations of a
Co-Arranger thereunder and under the Loan Documents and shall be bound by the
provisions thereof.
(c) Each Exiting Lender is executing this Second Amendment solely
for the purposes of acknowledging and agreeing that upon occurrence of the
Second Amendment Effective Date and repayment of the Revolving Loan and all
accrued and unpaid interest and fees, such Exiting Lender is no longer a Lender
under the Credit Agreement.
14. REPRESENTATIONS AND WARRANTIES. The Borrower as of the date hereof and
after giving effect to the amendments contained herein, hereby (a) represents
and warrants to the Administrative Agent and each Lender that the list of
additional properties described in the Additional Mortgage on the date hereof is
true and complete and (b) confirms, reaffirms and restates that (i)
representations and warranties made by it in Section 5 of the Credit Agreement
are true and correct on and as of the date hereof (except to the extent such
representations and warranties are stated to relate to a specific earlier date)
and (ii) no Default or Event of Default has occurred and is continuing on the
date hereof; PROVIDED, that each reference to the Credit Agreement therein shall
be deemed to be a reference to the Credit Agreement after giving effect to this
Second Amendment.
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15. PAYMENT OF EXPENSES. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with this Second Amendment, any other documents prepared
in connection herewith and the transactions contemplated hereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
16. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS; LIMITED EFFECT. On and
after the date hereof and the satisfaction of the conditions contained in
Section 7 of this Second Amendment, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby. The execution, delivery and effectiveness of this Second
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provisions of any of the Loan
Documents. Except as expressly amended herein, all of the provisions and
covenants of the Credit Agreement and the other Loan Documents are and shall
continue to remain in full force and effect in accordance with the terms thereof
and are hereby in all respects ratified and confirmed.
17. COUNTERPARTS. This Second Amendment may be executed by one or more of
the parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective as
for all purposes hereof.
18. SEVERABILITY. Any provision of this Second Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
19. INTEGRATION. This Second Amendment and the other Loan Documents
represent the agreement of the Loan Parties, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to the subject matter hereof not expressly set forth or referred
to herein or in the other Loan Documents.
20. GOVERNING LAW. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
THE MERIDIAN RESOURCE CORPORATION
By: /s/ P. Richard Gessinger
Title: Executive Vice President
THE CHASE MANHATTAN BANK, as
Administrative Agent, Issuing Lender
and as a Lender
By: /s/ AUTHORIZED SIGNATORY
Title:
TORONTO DOMINION (TEXAS), INC., as
Arranger, Documentation Agent and as a
Lender
By: /S/ AUTHORIZED SIGNATORY
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY,
as a Lender
By: /s/ AUTHORIZED SIGNATORY
Title:
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NATIONSBANK, N.A., as a Lender
By: /s/ AUTHORIZED SIGNATORY
Title:
MEES PIERSON, N.V., as a Lender
By: /s/ AUTHORIZED SIGNATORY
Title:
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as a New Lender
By: /s/ AUTHORIZED SIGNATORY
Title:
THE SANWA BANK, LIMITED, as an Exiting
Lender
By: /s/ AUTHORIZED SIGNATORY
Title:
THE FUJI BANK, LIMITED, as an Exiting
Lender
By: /s/ AUTHORIZED SIGNATORY
Title:
CREDIT LYONNAIS NEW YORK BRANCH, as
an Exiting Lender
By: /s/ AUTHORIZED SIGNATORY
Title:
15
CIBC INC., as an Exiting Lender
By: /s/ AUTHORIZED SIGNATORY
Title:
BANKERS TRUST COMPANY, as Exiting Lender
By: /s/ AUTHORIZED SIGNATORY
Title: