Exhibit 10.1
THIRD AMENDMENT TO
CREDIT AGREEMENT
AMONG
SWIFT ENERGY COMPANY,
AS BORROWER,
BANK ONE, TEXAS, NATIONAL ASSOCIATION
AS ADMINISTRATIVE AGENT,
BANK OF MONTREAL
AS SYNDICATION AGENT, AND
NATIONSBANK, N.A.
AS DOCUMENTATION AGENT
AND
THE LENDERS SIGNATORY HERETO
Effective July 19, 1999
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS.......................................................1
1.01 Terms Defined Above.........................................1
1.02 Terms Defined in Agreement..................................1
1.03 References..................................................1
1.04 Articles and Sections.......................................2
1.05 Number and Gender...........................................2
ARTICLE II AMENDMENTS........................................................2
2.01 Amendment of Section 1.2.................................2
2.02 Amendment of Section 6.20................................3
ARTICLE III CONDITIONS........................................................3
3.01 Receipt of Documents.....................................3
3.02 Accuracy of Representations and Warranties...............3
3.03 Matters Satisfactory to Lender...........................3
ARTICLE IV REPRESENTATIONS AND WARRANTIES....................................4
ARTICLE V RATIFICATION......................................................4
ARTICLE VI MISCELLANEOUS.....................................................4
6.01 Scope of Amendment.......................................4
6.02 Agreement as Amended.....................................4
6.03 Parties in Interest......................................4
6.04 Rights of Third Parties..................................4
6.05 ENTIRE AGREEMENT.........................................4
6.06 GOVERNING LAW............................................5
6.07 JURISDICTION AND VENUE...................................5
THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and
entered into effective as of July 19, 1999, by and among SWIFT ENERGY COMPANY, a
Texas corporation (the "Borrower"), each lender that is a signatory hereto or
becomes a signatory hereto as provided in Section 9.1 (individually, together
with its successors and assigns, a Lender and, collectively, together with their
respective successors and assigns, the Lenders), and BANK ONE, TEXAS, NATIONAL
ASSOCIATION, a national banking association, as Administrative Agent for the
Lenders (in such capacity, together with its successors in such capacity
pursuant to the terms hereof, the Administrative Agent), BANK OF MONTREAL, a
Canadian chartered bank as Syndication Agent, and NATIONSBANK, N.A., a national
banking association as Documentation Agent.
W I T N E S S E T H:
WHEREAS, the above named parties did execute and exchange counterparts of
that certain Credit Agreement dated August 18, 1998, as amended by First
Amendment to Credit Agreement dated September 30, 1998, and as further amended
by Second Amendment to Credit Agreement dated December 31, 1998 (the
"Agreement"), to which reference is here made for all purposes;
WHEREAS, the parties subject to and bound by the Agreement 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, as set forth therein, and the mutual covenants and
agreements of the parties hereto, as set forth in this Third Amendment, the
parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
1.01 Terms Defined Above. As used herein, each of the terms
"Agreement," "Borrower," "Amendment," and "Lender" shall have the meaning
assigned to such term hereinabove.
1.02 Terms Defined in Agreement. As used herein, each term defined in the
Agreement shall have the meaning assigned thereto in the Agreement, unless
expressly provided herein to the contrary.
1.03 References. References in this Third Amendment to Article or Section
numbers shall be to Articles and Sections of this Third Amendment, unless
expressly stated herein to the contrary. References in this Third Amendment to
"hereby," "herein," "hereinafter," "hereinabove," "hereinbelow," "hereof," and
"hereunder" shall be to this Third Amendment in its entirety and not only to the
particular Article or Section in which such reference appears.
1.04 Articles and Sections. This Third Amendment, for convenience only, has
been divided into Articles and Sections and it is understood that the rights,
powers, privileges, duties, and other legal relations of the parties hereto
shall be determined from this Third Amendment as an entirety and without regard
to such division into Articles and Sections and without regard to headings
prefixed to such Articles and Sections.
1.05 Number and Gender. Whenever the context requires, reference herein
made to the single number shall be understood to include the plural and likewise
the plural shall be understood to include the singular. Words denoting sex shall
be construed to include the masculine, feminine, and neuter, when such
construction is appropriate, and specific enumeration shall not exclude the
general, but shall be construed as cumulative. Definitions of terms defined in
the singular and plural shall be equally applicable to the plural or singular,
as the case may be.
ARTICLE II.
AMENDMENTS
The Borrower and the Lender hereby amend the Agreement in the following
particulars:
2.01 Amendment of Section 1.2 Section 1.2 of the Agreement is hereby
amended in part to read as follows:
The following definition is amended to read as follows:
Senior Subordinated Debt shall mean the Indebtedness of Borrower under the
Senior Subordinated Notes in the amount up to $150,000,000 due 2009, issued
or to be issued in accordance with the terms of the Prospectus Supplement
draft dated July 6, 1999, relating thereto.
2.02 Amendment of Section 6.20. Section 6.20 of the Agreement is hereby
amended to read as follows:
6.20 Senior Subordinated Debt. The terms of the Senior Subordinated Debt
shall not deviate materially from the Prospectus Supplement draft dated
July 6, 1999.
ARTICLE III.
CONDITIONS
The obligation of the Lender to amend the Agreement as provided herein is
subject to the fulfillment of the following conditions precedent:
3.01 Receipt of Documents. The Lender shall have received, reviewed, and
approved the following documents and other items, appropriately executed when
necessary and in form and substance satisfactory to the Lender:
(a) multiple counterparts of this Third Amendment, as requested by the
Lender;
(b) receipt of executed signature pages from the Required Lenders; and
(c) such other agreements, documents, items, instruments, opinions,
certificates, waivers, consents, and evidence as the Lender may
reasonably request.
3.02 Accuracy of Representations and Warranties. The representations and
warranties contained in Article IV of the Agreement and this Third Amendment
shall be true and correct.
3.03 Matters Satisfactory to Lender. All matters incident to the
consummation of the transactions contemplated hereby shall be satisfactory to
the Lender.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
The Borrower hereby expressly re-makes, in favor of the Lender, all of the
representations and warranties set forth in Article IV of the Agreement, and
represents and warrants that all such representations and warranties remain true
and unbreached.
ARTICLE V.
RATIFICATION
Each of the parties hereto does hereby adopt, ratify, and confirm the
Agreement and the other Loan Documents, in all things in accordance with the
terms and provisions thereof, as amended by this Third Amendment.
ARTICLE VI.
MISCELLANEOUS
6.01 Scope of Amendment. The scope of this Third Amendment is expressly
limited to the matters addressed herein and this Third Amendment shall not
operate as a waiver of any past, present, or future breach, Default, or Event of
Default under the Agreement, except to the extent, if any, that any such breach,
Default, or Event of Default is remedied by the effect of this Third Amendment.
6.02 Agreement as Amended. 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 Third Amendment.
6.03 Parties in Interest. All provisions of this Third Amendment shall be
binding upon and shall inure to the benefit of the Borrower, the Lender and
their respective successors and assigns.
6.04 Rights of Third Parties. All provisions herein are imposed solely and
exclusively for the benefit of the Lender and the Borrower, and no other Person
shall have standing to require satisfaction of such provisions in accordance
with their terms and any or all of such provisions may be freely waived in whole
or in part by the Lender at any time if in its sole discretion it deems it
advisable to do so.
6.05 ENTIRE AGREEMENT. THIS THIRD AMENDMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF AND
SUPERSEDES ANY PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, BETWEEN SUCH PARTIES
REGARDING THE SUBJECT HEREOF. FURTHERMORE IN THIS REGARD, THIS THIRD AMENDMENT,
THE AGREEMENT, THE NOTE, THE SECURITY INSTRUMENTS, AND THE OTHER WRITTEN
DOCUMENTS REFERRED TO IN THE AGREEMENT OR EXECUTED IN CONNECTION WITH OR AS
SECURITY FOR THE NOTE REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE
PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
6.06 GOVERNING LAW. THIS THIRD AMENDMENT, THE AGREEMENT AND THE NOTE SHALL
BE DEEMED TO BE CONTRACTS MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS. THE PARTIES ACKNOWLEDGE AND
AGREE THAT THIS AGREEMENT AND THE NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY
BEAR A NORMAL, REASONABLE, AND SUBSTANTIAL RELATIONSHIP TO THE STATE OF TEXAS.
6.07 JURISDICTION AND VENUE. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO,
ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO, OR FROM
THIS THIRD AMENDMENT, THE AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE LITIGATED
IN COURTS HAVING SITUS IN HARRIS COUNTY, TEXAS. EACH OF THE BORROWER AND THE
LENDER HEREBY SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT
LOCATED IN HARRIS COUNTY, TEXAS, AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO
TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST
IT BY THE BORROWER OR THE LENDER IN ACCORDANCE WITH THIS SECTION.
IN WITNESS WHEREOF, this Third Amendment to Credit Agreement is executed
effective the date first hereinabove written.
BORROWER:
SWIFT ENERGY COMPANY
By: /s/ John R. Alden
------------------------------------
John R. Alden
Senior Vice President
Address for Notices:
Swift Energy Corporation
16825 Northchase Drive, Suite 400
Houston, Texas 77060
Attention: John R. Alden
Telecopy: (281) 874-2701
(Signatures Continued on Next Page)
ADMINISTRATIVE AGENT AND LENDER:
BANK ONE, TEXAS, NATIONAL
ASSOCIATION
By: /s/ Jeff Dalton
----------------------------------------
Jeff Dalton
Vice President
Applicable Lending Office
for Floating Rate Loans and
LIBO Rate Loans:
910 Travis
Houston, Texas 77002
Address for Notices:
Bank One, Texas, National Association
910 Travis
Houston, Texas 77002
Attention: Charles Kingswell-Smith
Telecopy: (713) 751-3544
(Signatures Continued on Next Page)
LENDER:
BANK OF MONTREAL
By: /s/ J. R. Whitmore
-------------------------------------
J. R. Whitmore
Director
Applicable Lending Office
for Floating Rate Loans and
LIBO Rate Loans:
115 S. LaSalle
11th Floor
Chicago, Illinois 60603
Attention: Charlo Chase
Address for Notices:
Bank of Montreal
700 Louisiana, Suite 4400
Houston, Texas 77002
Attention: Christa Hash
Telecopy: (713) 223-4007
(Signatures Continued on Next Page)
LENDER:
BANK OF SCOTLAND
By: /s/ Annie Chin Tat
------------------------------------
Annie Chin Tat
Senior Vice President
Applicable Lending Office
for Floating Rate Loans and
LIBO Rate Loans:
565 Fifth Avenue
New York, New York 10017
Attention: Karen Workman
Address for Notices:
1200 Smith Street
Suite 1750
Houston, Texas 77002
Attention: Richard Butler
Telecopy: 713-651-5714
With a copy to:
Annie Chin Tat
565 Fifth Avenue
New York, New York 10017
(Signatures Continued on Next Page)
LENDER:
BANK OF AMERICA, N.A. formerly known
as NATIONSBANK, N.A.)
By: /s/ Ronald E. McKaig
----------------------------------
Ronald E. McKaig
Managing Director
Applicable Lending Office
for Floating Rate Loans and
LIBO Rate Loans:
901 Main Street, 14th Floor
Dallas, Texas 70202
Attention: Terri Smith
Address for Notices:
333 Clay Street, Suite 4550
Houston, Texas 77002-4103
Attention: Ron McKaig
Telecopy: 713-651-4888
(Signatures Continued on Next Page)
LENDER:
THE SANWA BANK, LIMITED
By: /s/ Clyde L. Redford
------------------------------------
Clyde L. Redford
Vice President
Applicable Lending Office
for Floating Rate Loans and
LIBO Rate Loans:
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
Attention: Wai Mei (Sandy) Lew
Address for Notices:
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
Attention: Ko Oshima
Telecopy: 212-754-2360
Copy to:
1200 Smith Street, Suite 2670
Houston, Texas 77002
Attention: Clyde Redford
Telecopy: 713-654-1462
(Signatures Continued on Next Page)
LENDER:
CIBC INC.
By: /s/ Roger Colden
-----------------------------------
Roger Colden
Authorized Signatory
Applicable Lending Office
for Floating Rate Loans and
LIBO Rate Loans:
2727 Paces Ferry Road
Suite 1200
2 Paces West, Bldg. 2
Atlanta, Georgia 30339
Attention: Kathryn McGovern
Senior Associate
Address for Notices:
1600 Smith Street
Suite 3000
Houston, TX 77002
Attention: Mark H. Wolf
Telecopy: 713-650-2588
(Signatures Continued on Next Page)
LENDER:
FIRST UNION NATIONAL BANK
By: /s/ Paul N. Riddle
------------------------------------
Senior Vice President
Applicable Lending Office
for Floating Rate Loans and
LIBO Rate Loans:
1001 Fannin Street
Suite 2255
Houston, Texas 77002
Attention: Debbie Blank
Portfolio Administrator
Address for Notices:
1001 Fannin Street, Suite 2255
Attention: Paul N. Riddle
Telecopy: 713-650-6354
(Signatures Continued on Next Page)
LENDER:
SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ Elizabeth W. Hunter
----------------------------------
Elizabeth W. Hunter
Director
Applicable Lending Office
for Floating Rate Loans and
LIBO Rate Loans:
2001 Ross Avenue, Suite 4800
Dallas, Texas 75201
Attention: Stacie Row
Address for Notices:
1111 Bagby, Suite 2020
Houston, TX 77002
Attention: Elizabeth W. Hunter
Telecopy: 713-650-0824
(Signatures Continued on Next Page)
LENDER:
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Pascal Poupelle
----------------------------------
Pascal Poupelle
President and Chief Operating
Officer
Applicable Lending Office
for Floating Rate Loans and
LIBO Rate Loans:
1301 Avenue of the Americas, 15th Floor
New York, New York 10019
Attn: Loan Administration Department
with a copy to:
1100 Louisiana, Suite 5360
Houston, Texas 77002
Attention: Bernadette Archie
Address for Notices:
1301 Avenue of the Americas, 15th Floor
New York, New York 10019
Attn: Loan Administration Department
with a copy to:
1000 Louisiana, Suite 5360
Houston, TX 77002
Attention: Jeff Baker
Telecopy: 713-751-0307
(Signatures Continued on Next Page)
LENDER:
ABN-AMRO BANK N.V.
By: /s/ Jamie A. Conn
---------------------------------
Jamie A. Conn
Vice President
By: /s/ Stuart Murray
---------------------------------
Stuart Murray
Vice President
Applicable Lending Office
for Floating Rate Loans and
LIBO Rate Loans:
208 South LaSalle Street, Suite 1500
Chicago, Illinois 60604
Attention: Loan Administration
Address for Notices:
208 South LaSalle Street, Suite 1500
Chicago, Illinois 60604
Attention: Karen MacAllister
Telecopy: 312-904-8840
with copy to:
Three Riverway, Suite 1700
Houston, Texas 77056
Attention: Jamie Conn