EXHIBIT 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
ATP OIL & GAS CORPORATION,
AS BORROWER,
BNP PARIBAS,
AS ADMINISTRATIVE AGENT,
AND
THE LENDERS SIGNATORY HERETO
EFFECTIVE AS OF JUNE 29, 2001
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS................................................ 1
Section 1.01 Terms Defined Above........................................ 1
Section 1.02 Terms Defined in Credit Agreement.......................... 1
Section 1.03 Other Definitional Provisions.............................. 1
ARTICLE II. AMENDMENTS TO CREDIT AGREEMENT............................. 1
Section 2.01 Amendments and Supplements to Definitions.................. 2
Section 2.02 Amendments to Article II................................... 2
Section 2.03 Amendments to Article IX................................... 3
Section 2.04 Amendments to Schedules.................................... 3
ARTICLE III. CONDITIONS................................................. 3
Section 3.01 Loan Documents............................................. 3
Section 3.02 Corporate Proceedings of Loan Parties...................... 3
Section 3.03 Representations and Warranties............................. 4
Section 3.04 No Default................................................. 4
Section 3.05 No Change.................................................. 4
Section 3.06 Security Instruments....................................... 4
Section 3.07 Amendment Fee.............................................. 4
Section 3.08 Other Instruments or Documents............................. 4
ARTICLE IV. MISCELLANEOUS.............................................. 4
Section 4.01 Adoption, Ratification and Confirmation of Credit Agreement 4
Section 4.02 Successors and Assigns..................................... 4
Section 4.03 Counterparts............................................... 4
Section 4.04 Number and Gender.......................................... 4
Section 4.05 Entire Agreement........................................... 5
Section 4.06 Invalidity................................................. 5
Section 4.07 Titles of Articles, Sections and Subsections............... 5
Section 4.08 Governing Law.............................................. 5
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FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") executed
effective as of the 29th day of June, 2001 (the "Effective Date"), is by and
among ATP OIL & GAS CORPORATION, a corporation formed under the laws of the
State of Texas (the "Borrower"); each of the lenders that is a signatory hereto
or which becomes a signatory hereto and to the hereinafter described Credit
Agreement as provided in Section 12.06 of the Credit Agreement (individually,
together with its successors and assigns, a "Lender" and, collectively, the
"Lenders"); and BNP PARIBAS, a financial institution formed under the laws of
France (in its individual capacity, "Paribas"), as agent for the Lenders (in
such capacity, together with its successors in such capacity, the
"Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, Administrative Agent and Lenders are parties to that
certain Credit Agreement dated as of April 27, 2001 (the "Credit Agreement"),
pursuant to which the Lenders agreed to make loans to and extensions of credit
on behalf of the Borrower; and
WHEREAS, the Borrower, and the Lenders desire to amend the Credit Agreement
in the particulars hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:
ARTICLE I. DEFINITIONS
Section 1.01 Terms Defined Above. As used in this First Amendment, each of
the terms "Borrower", "Credit Agreement", "Effective Date", "First Amendment",
and "Lenders" shall have the meaning assigned to such term hereinabove.
Section 1.02 Terms Defined in Credit Agreement. Each term defined in the
Credit Agreement and used herein without definition shall have the meaning
assigned to such term in the Credit Agreement, unless expressly provided to the
contrary.
Section 1.03 Other Definitional Provisions.
(a) The words "hereby", "herein", "hereinafter", "hereof", "hereto" and
"hereunder" when used in this First Amendment shall refer to this First
Amendment as a whole and not to any particular Article, Section, subsection or
provision of this First Amendment.
(b) Section, subsection and Exhibit references herein are to such Sections,
subsections and Exhibits to this First Amendment unless otherwise specified.
ARTICLE II. AMENDMENTS TO CREDIT AGREEMENT
The Borrower, the Administrative Agent, and the Lenders agree that the
Credit Agreement is hereby amended, effective as of the Effective Date, in the
following particulars.
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Section 2.01 Amendments and Supplements to Definitions.
(a) The following term, which is defined in Section 1.02 of the Credit
Agreement, is hereby amended in its entirety to read as follows:
"Agreement" shall mean this Credit Agreement, as amended and
supplemented by the First Amendment and as the same may from time to time
be further amended or supplemented.
(b) Section 1.02 of the Credit Agreement is hereby further amended and
supplemented by adding the following new definition where alphabetically
appropriate, which reads in its entirety as follows:
"First Amendment" shall mean that certain First Amendment to Credit
Agreement dated as of June 29, 2001, by and among the Borrower, the
Administrative Agent and the Lenders.
Section 2.02 Amendments to Article II.
(a) Section 8.01 of the Credit Agreement is hereby amended by adding
thereto new subsections (j) and (k) as follows:
"(j) Monthly Financial Statements. As soon as available and in any
event within 25 days after the end of each calendar month, consolidating
statements of income of the Borrower and its Consolidated Subsidiaries for
the immediately preceding calendar month, and the related consolidating
balance sheets as at the end of such period, accompanied by the certificate
of a Responsible Officer, which certificate shall state that said financial
statements fairly present the consolidated and consolidating financial
condition and results of operations of the Borrower and its Consolidated
Subsidiaries in accordance with GAAP, as at the end of, and for, such
period (subject to normal year-end audit adjustments).
(k) Accounts Payable Report. Within three Business Days after the
15th and last day of each calendar month, the certificate of a Responsible
Officer certifying that attached thereto is a true and complete report of
all accounts payable and other current liabilities of the Borrower and its
Consolidated Subsidiaries, including aging of all such accounts, as of the
immediately preceding 15th or last day of the relevant month."
(b) Section 8.11(a) of the Credit Agreement is hereby amended in its
entirety to read as follows:
"(a) Promptly after the Closing Date, but in any event on or before
July 31, 2001, the Borrower shall have caused ATP (UK) to have (i) executed
and delivered in favor of the Administration Agent fixed and floating
charges on all of the Oil and Gas Properties of ATP (UK) located in the
North Sea to secure the Obligations, (ii) taken all action necessary to
obtain all necessary consents and approvals from all necessary Persons and
Governmental Authorities and to duly register such fixed and floating
charges, (iii) obtained and delivered certificates of the appropriate
Governmental
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Authorities with respect to the existence, qualification and good standing
(or the functional equivalent under English law) of ATP (UK), and (iv)
caused to be delivered an opinion from counsel to ATP (UK), in form and
substance satisfactory to the Administrative Agent, as to such matters
incident to the transactions herein contemplated relating to ATP (UK) as
the Administrative Agent may reasonably request."
Section 2.03 Amendments to Article IX. Section 9.13 of the Credit Agreement
is hereby amended in its entirety to read as follows:
"Section 9.13 Current Ratio. The Borrower will not permit its ratio
of (i) consolidated current assets to (ii) consolidated current liabilities
(excluding current maturities of the Notes) to be less than (A) 0.85 to
1.00 at the end of the fiscal quarter of the Borrower ending June 30, 2001
and (B) 1.00 to 1.00 at the end of any fiscal quarter of the Borrower
thereafter."
Section 2.04 Amendments to Schedules. Schedule 9.03 is hereby amended by
replacing item 2 thereof with the following:
"2. Loans from the Borrower to ATP (UK) of not more than $5,000,000
at any one time outstanding as of the Closing Date and for a period not to
extend past July 31, 2001."
ARTICLE III. CONDITIONS
The enforceability of this First Amendment against the Administrative Agent
and the Lenders is subject to the satisfaction of the following conditions
precedent:
Section 3.01 Loan Documents. The Administrative Agent shall have received
multiple original counterparts, as requested by the Administrative Agent, of
this First Amendment executed and delivered by a duly authorized officer of the
Borrower, the Administrative Agent, and each Lender.
Section 3.02 Corporate Proceedings of Loan Parties. The Administrative
Agent shall have received multiple copies, as requested by the Administrative
Agent, of the resolutions, in form and substance reasonably satisfactory to the
Administrative Agent, of the Board of Directors of the Borrower, authorizing the
execution, delivery and performance of this First Amendment, each such copy
being attached to an original certificate of the Secretary or an Assistant
Secretary of the Borrower, dated as of the Effective Date, certifying (i) that
the resolutions attached thereto are true, correct and complete copies of
resolutions duly adopted by written consent or at a meeting of the Board of
Directors, (ii) that such resolutions constitute all resolutions adopted with
respect to the transactions contemplated hereby, (iii) that such resolutions
have not been amended, modified, revoked or rescinded as of the Effective Date,
(iv) that the articles of incorporation and bylaws of the Borrower have not been
amended or otherwise modified since the effective date of the Credit Agreement,
except pursuant to any amendments attached thereto, and (v) as to the incumbency
and signature of the officers of the Borrower executing this First Amendment.
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Section 3.03 Representations and Warranties. Except as affected by the
transactions contemplated in the Credit Agreement and this First Amendment, each
of the representations and warranties made by the Borrower in or pursuant to the
Loan Documents shall be true and correct in all material respects as of the
Effective Date, as if made on and as of such date.
Section 3.04 No Default. No Default or Event of Default shall have occurred
and be continuing as of the Effective Date.
Section 3.05 No Change. No event shall have occurred since December 31,
2000, which, in the reasonable opinion of the Lenders, could have a Material
Adverse Effect.
Section 3.06 Security Instruments. All of the Security Instruments shall be
in full force and effect and provide to the Administrative Agent the security
intended thereby to secure the Indebtedness, as amended and supplemented hereby.
Section 3.07 Amendment Fee. The Borrower shall have paid to the
Administrative Agent for the benefit of the Lenders an amendment fee of $25,000.
Section 3.08 Other Instruments or Documents. The Administrative Agent or
any Lender or counsel to the Administrative Agent shall receive such other
instruments or documents as they may reasonably request.
ARTICLE IV. MISCELLANEOUS
Section 4.01 Adoption, Ratification and Confirmation of Credit Agreement.
Each of the Borrower, the Administrative Agent, and the Lenders does hereby
adopt, ratify and confirm the Credit Agreement, as amended hereby, and
acknowledges and agrees that the Credit Agreement, as amended hereby, is and
remains in full force and effect.
Section 4.02 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 permitted pursuant to the Credit Agreement.
Section 4.03 Counterparts. This First Amendment may be executed by one or
more of the parties hereto in any number of separate counterparts, and all of
such counterparts taken together shall be deemed to constitute one and the same
instrument and shall be enforceable as of the Effective Date upon the execution
of one or more counterparts hereof by the Borrower, the Administrative Agent and
the Lenders. In this regard, each of the parties hereto acknowledges that a
counterpart of this First Amendment containing a set of counterpart execution
pages reflecting the execution of each party hereto shall be sufficient to
reflect the execution of this First Amendment by each necessary party hereto and
shall constitute one instrument.
Section 4.04 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
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in the singular or plural shall be equally applicable to the plural or singular,
as the case may be, unless otherwise indicated.
Section 4.05 Entire Agreement. This First Amendment constitutes the entire
agreement among the parties hereto with respect to the subject hereof. All prior
understandings, statements and agreements, whether written or oral, relating to
the subject hereof are superseded by this First Amendment.
Section 4.06 Invalidity. In the event that any one or more of the
provisions contained in this First Amendment shall for any reason be held
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this First Amendment.
Section 4.07 Titles of Articles, Sections and Subsections. All titles or
headings to Articles, Sections, subsections or other divisions of this First
Amendment or the exhibits hereto, if any, are only for the convenience of the
parties and shall not be construed to have any effect or meaning with respect to
the other content of such Articles, Sections, subsections, other divisions or
exhibits, such other content being controlling as the agreement among the
parties hereto.
Section 4.08 Governing Law. This First Amendment shall be deemed to be a
contract made under and shall be governed by and construed in accordance with
the internal laws of the State of Texas.
THIS FIRST AMENDMENT, THE CREDIT AGREEMENT, AS AMENDED HEREBY, THE NOTES,
AND THE OTHER LOAN DOCUMENTS 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 UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the Effective Date.
BORROWER: ATP OIL & GAS CORPORATION
By: /s/ Albert L. Reese, Jr.
------------------------
Albert L. Reese, Jr.
Sr. Vice President and
Chief Financial Officer
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LENDER AND ADMINISTRATIVE AGENT: BNP PARIBAS, individually and
as Administrative Agent
By: /s/ Brian Malone
--------------------
Name: Brian Malone
Title: Managing Director
By: /s/ Betsy Jocher
--------------------
Name: Betsy Jocher
Title: Vice President
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