EXHIBIT 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
dated as of October 21, 1996
among
VINTAGE PETROLEUM, INC.,
as the Borrower,
and
BANK OF MONTREAL,
acting through certain U.S. branches or agencies,
as the Agent for the Lenders
and
CERTAIN COMMERCIAL LENDING INSTITUTIONS,
as the Lenders
FIRST AMENDMENT TO CREDIT AGREEMENT
-----------------------------------
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of October 21, 1996 (as
may be amended, restated, supplemented or otherwise modified from time to time,
this "First Amendment"), is among VINTAGE PETROLEUM, INC., a Delaware
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corporation (the "Borrower"), the various financial institutions as are or may
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become parties hereto (collectively, the "Lenders"), and BANK OF MONTREAL,
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acting through certain of its U.S. branches or agencies ("Bank of Montreal"), as
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agent (the "Agent") for the Lenders.
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W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower and Bank of Montreal (in its capacity as Agent and as
Lender) have heretofore entered into that certain Credit Agreement, dated as of
August 29, 1996 (the "Credit Agreement"); and
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WHEREAS, the Borrower, the Agent and the Lenders now intend to amend the
Credit Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, each of the Borrower, the Agent and the Lenders
agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit Agreement are
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used in this First Amendment with the same meaning, unless otherwise indicated.
SECTION 2. Amendments to Credit Agreement.
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A. Section 1.1 of the Credit Agreement is amended by adding the following
definitions in the appropriate alphabetical order:
"First Amendment" means that certain First Amendment to Credit
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Agreement dated as of October 21, 1996 by and among the Borrower, the Agent
and the Lenders, as may be amended, restated, supplemented or otherwise
modified from time to time.
"Maximum Commitment Amount" means $375,000,000.
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B. The following definitions appearing in Section 1.1 of the Credit
Agreement are hereby amended and restated in their entirety as follows:
"Lenders" means the financial institutions listed on the signature
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pages of the First Amendment and their respective successors and assigns in
accordance with Section 10.11 of the Credit Agreement (including any
commercial lending institution becoming a party hereto pursuant to a Lender
Assignment Agreement) or otherwise by operation of law.
"Percentage" means, relative to any Lender, the percentage set forth
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opposite the name of such Lender in Exhibit A of the First Amendment as
such percentage may be
adjusted from time to time pursuant to Lender Assignment Agreements
executed by a Lender and its Assignee Lenders and delivered pursuant to
Section 10.11.
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C. The definition of "Senior Debt" is hereby amended and restated in its
entirety to read as follows:
"Senior Debt" means all Indebtedness for borrowed money (including the
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Loans under this Agreement) and all obligations, contingent or otherwise,
relative to the face amount of all letters of credit, whether or not drawn,
of the Borrower and its Subsidiaries, other than Subordinated Debt, Non-
Recourse Indebtedness, Indebtedness of any Subject Subsidiary and any
Contingent Liability of the Borrower permitted by clause (n) of Section
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7.2.2."
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D. The first sentence of Section 2.6 of the Credit Agreement is hereby
amended by deleting the phrase "the original applicable Commitment Amount" and
inserting in its place the phrase "the Maximum Commitment Amount".
E. Section 10.1(b) is hereby amended and restated in its entirety to read
as follows:
"(b) modify this Section 10.1, change the definition of "Required
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Lenders" or "Applicable Lenders", increase any Commitment Amount or the
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Percentage of any Lender, increase the Aggregate Borrowing Base, reduce any
fees described in Article III, or extend any Commitment Termination Date
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shall be made without the consent of each Lender and each holder of a
Note;"
SECTION 3. Reinstatement of Borrowing Base. As of the date hereof, (i)
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the U.S. Borrowing Base is hereby confirmed to be $250,000,000, (ii) the
Argentina Borrowing Base is hereby confirmed to be $45,000,000, and (iii) the
Aggregate Borrowing Base is hereby confirmed to be $295,000,000.
SECTION 4. Conditional Borrowing Base Increase. In order to effect the
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acquisition by the Borrower of certain oil and gas properties of Exxon Company,
U.S.A. totaling approximately 5,000 net acres located in Escambia County in
south Alabama as set forth in that certain press release of the Borrower dated
October 3, 1996 (the "Press Release"), each of the Agent and the Lenders hereby
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agree and consent that, upon the completion of the acquisition described in the
Press Release, the U.S. Borrowing Base shall be increased so that,
notwithstanding Section 2.7 of the Credit Agreement or Section 3 hereof, such
U.S. Borrowing Base shall be equal to $260,000,000 with an accompanying increase
to the Aggregate Borrowing Base so that, notwithstanding Section 2.7 of the
Credit Agreement or Section 3 hereof, such Aggregate Borrowing Base shall be
equal to $305,000,000. This Section 4 shall become effective upon receipt by
the Agent of a certificate from William C. Barnes, Executive Vice President and
Chief Financial Officer of the Borrower, certifying that the acquisition
contemplated in the Press Release has been completed.
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SECTION 5. Conditions to Effectiveness.
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A. This First Amendment (other than Section 4, which shall become
effective as provided in such Section) shall become effective on October 21,
1996, provided that the Agent shall have received all of the following, in form
and substance satisfactory to the Agent, and in sufficient number of signed
counterparts to provide one for each Lender:
(i) Counterparts of this First Amendment, duly executed by each of the
Borrower, the Agent and the Lenders.
(ii) A certificate of the Secretary or an Assistant Secretary of the
Borrower (x) attaching the resolutions of its Board of Directors
authorizing the execution, delivery and performance of the First
Amendment and certifying that such resolutions are in full force and
effect, and (y) identifying its Authorized Officers authorized to
sign this First Amendment and attaching a sample of the true
signature of each such officer.
(iii) Duly executed promissory notes substantially in the form of Exhibit
A to the Credit Agreement payable to the order of each Lender.
(iv) Payment by each Lender (other than Bank of Montreal) to the Agent of
its pro rata portion of the aggregate principal amount of outstanding
Loans.
(v) Such other documents as the Agent may reasonably request.
B. Upon the effectiveness of the First Amendment and satisfaction of all
the conditions in this Section 5, (i) each Lender signatory to this First
Amendment shall for all purposes be a Lender party to the Credit Agreement as
amended by this First Amendment and any other Loan Documents executed by the
Lenders and shall have the rights and obligations of a Lender under the Loan
Documents to the same extent as if they were original parties to the Credit
Agreement and as if they were Assignee Lenders (as defined in the Credit
Agreement), and no further consent or action by the Borrower, any Lender or the
Agent shall be required and the Lenders (including Bank of Montreal) shall have
the shares of the Maximum Commitment Amount and Percentages set forth in Exhibit
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A hereto, and (ii) to the extent that its Commitment, Percentage, rights and
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obligations under the Credit Agreement have been amended in connection with this
First Amendment, Bank of Montreal in its capacity as a Lender shall be released
from its obligations under the Credit Agreement and under the other Loan
Documents and the Commitment and Percentage of Bank of Montreal in its capacity
as a Lender shall be modified as provided in this First Amendment.
SECTION 6. Representations and Warranties. To induce the Lenders and the
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Agent to enter into this First Amendment, the Borrower hereby reaffirms, as of
the date hereof, its representations and warranties contained in Article VI of
the Credit Agreement and in each other
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Loan Document to which it is a party (except to the extent such representations
and warranties relate solely to an earlier date) and additionally represents and
warrants as follows:
A. Authorization; No Conflict. The execution and delivery of this First
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Amendment and the performance by the Borrower of its Obligations under this
First Amendment, the Credit Agreement as amended by this First Amendment, and
the other Loan Documents, are within the Borrower's corporate powers, have been
duly authorized by all necessary corporate action, and do not (i) contravene the
Borrower's Organic Documents; or (ii) contravene any contractual restriction,
law or governmental regulation or court decree or order binding on or affecting
the Borrower.
B. Validity and Binding Nature. This First Amendment and the Credit
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Agreement as amended by this First Amendment will, on the due execution and
delivery thereof, constitute the legal, valid and binding obligations of the
Borrower enforceable in accordance with their respective terms except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally.
C. Consents. No authorization or approval or other action by, and no
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notice to or filing with, any governmental authority or regulatory body or other
Person is required for the due execution, delivery or performance by the
Borrower of this First Amendment, the Credit Agreement as amended by this First
Amendment, or any other Loan Document or in connection with the legality,
validity, binding effect or enforceability of this First Amendment, the Credit
Agreement as amended by this First Amendment, or the other Loan Documents.
SECTION 7. Reaffirmation of Credit Agreement. This First Amendment shall
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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 in any other document,
instrument, agreement or writing shall hereafter be deemed to refer to the
Credit Agreement as amended hereby.
SECTION 8. Severability. Any provision of this First Amendment, the
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Credit Agreement as amended by this First Amendment or any other Loan Document
which is prohibited or unenforceable in any jurisdiction shall, as to such
provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this First Amendment, the Credit Agreement as amended by this First Amendment or
such Loan Document or affecting the validity or enforceability of such provision
in any other jurisdiction.
SECTION 9. Headings. The various headings of this First Amendment are
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inserted for convenience only and shall not affect the meaning or interpretation
of this First Amendment or any provisions hereof or thereof.
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SECTION 10. Execution in Counterparts, Effectiveness, etc. This First
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Amendment may be executed by the parties hereto in several counterparts, each of
which shall be executed by the different parties on different counterparts and
be deemed to be an original and all of which shall constitute together but one
and the same First Amendment.
SECTION 11. Governing Law; Entire Agreement. THIS FIRST AMENDMENT SHALL
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BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF ILLINOIS. This First Amendment constitutes the entire understanding
among the parties hereto with respect to the subject matter hereof and
supersedes any prior agreements, written or oral, with respect thereto.
THIS WRITTEN FIRST AMENDMENT REPRESENTS THE FINAL AGREEMENT AMONG 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 AMONG THE PARTIES.
SECTION 12. Successors and Assigns. This First Amendment shall be
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binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that (i) the Borrower may
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not assign or transfer its rights or obligations hereunder without the prior
written consent of the Agent and all Lenders; and (ii) the rights of sale,
assignment and transfer of the Lenders are subject to Section 10.11.
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SECTION 13. Forum Selection and Consent to Jurisdiction. ANY LITIGATION
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BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS FIRST
AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS FIRST AMENDMENT OR ANY OTHER
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE LENDERS OR THE BORROWER MAY BE
BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED
STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS. THE BORROWER
HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF
THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE
AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN
CONNECTION WITH SUCH LITIGATION. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE BORROWER HEREBY EXPRESSLY
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH
5
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT
THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AS
AMENDED BY THIS FIRST AMENDMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 14. Waiver of Jury Trial. THE AGENT, THE LENDERS AND THE
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BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS FIRST AMENDMENT, THE CREDIT
AGREEMENT AS AMENDED BY THIS FIRST AMENDMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF THE AGENT, THE LENDERS OR THE BORROWER. THE BORROWER ACKNOWLEDGES
AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A
PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND THE
LENDERS ENTERING INTO THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY
THIS FIRST AMENDMENT AND EACH SUCH OTHER LOAN DOCUMENT.
6
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written and shall be effective as of such date.
VINTAGE PETROLEUM, INC.,
as Borrower
By: /s/ William C. Barnes
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William C. Barnes,
Executive Vice President and
Chief Financial Officer
Address: 4200 One Williams Center
Tulsa, Oklahoma 74172
Facsimile No.: (918) 584-7282
Attention: William C. Barnes,
Executive Vice President
and Chief Financial Officer
BANK OF MONTREAL
acting through its U.S. branches
and agencies, including initially
its Chicago, Illinois branch,
as Agent
By: /s/ Michael P. Stuckey
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Name: Michael P. Stuckey
Title: Director
Address: 115 South LaSalle Street
Chicago, Illinois 60603
Facsimile No.:
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Telex No.:
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(Answerback )
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Attention:
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with copy to:
Bank of Montreal
Houston Agency
700 Louisiana Street
4400 NationsBank Center
Houston, Texas 77002
Facsimile No.: (713) 223-4007
Telex No.: 77-5640
(Answerbank: BKMONTREAL HOU)
Attention: Michael Stuckey,
Director
LENDERS
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BANK OF MONTREAL, as Lender
By: /s/ Michael P. Stuckey
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Name: Michael P. Stuckey
Title: Director
Domestic
Office: 115 South LaSalle Street
Chicago, Illinois 60603
Facsimile No.:
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Telex No.:
---------------------------------
(Answerback )
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Attention:
---------------------------------
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LIBOR
Office: 115 South LaSalle Street
Chicago, Illinois 60603
Facsimile No.:
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Telex No.:
---------------------------------
(Answerback )
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Attention:
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with copy to:
Bank of Montreal
Houston Agency
700 Louisiana Street
4400 NationsBank Center
Houston, Texas 77002
Facsimile No.: (713) 223-4007
Telex No.: 77-5640
(Answerbank: BKMONTREAL HOU)
Attention: Michael Stuckey,
Director
THE CHASE MANHATTAN BANK,
as Lender and Lead Manager
By: /s/ Edward L. Nelson, Jr.
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Name: Edward L. Nelson, Jr.
Title: Managing Director
Domestic
Office: 140 East 45th Street
29th Floor
New York, NY 10017
Facsimile No.: (212) 622-0136
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Telex No.: 177828
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(Answerback CHEMUT )
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Attention: Lynette Lang
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LIBOR
Office: Same
Facsimile No.: Same
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Telex No.: Same
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(Answerback Same )
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Attention: Same
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THE FIRST NATIONAL BANK OF BOSTON,
as Lender and Lead Manager
By: /s/ Carol E. Holley
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Name: Carol E. Holley
Title: Vice President
Domestic
Office: 100 Federal Street, M/S 01-08-04
Commercial Loan Services
Boston, MA 02110
Facsimile No.: 617-434-9821 or 9820
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Telex No.:
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(Answerback )
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Attention: Debora Williams
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Tel. (617) 434-9623
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LIBOR
Office: 100 Federal Street, M/S 01-08-04
Commercial Loan Services
Boston, MA 02110
Facsimile No.: (617) 434-9821 or 9820
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Telex No.:
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(Answerback )
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Attention: Debora Williams
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Tel. (617) 434-9623
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with copy to:
Bank of Boston
Energy & Utilities Division
100 Federal Street, M/S 01-08-02
Boston, MA 02110
Facsimile No.: (617) 434-3652
Attention: Frank T. Smith, Director
(617) 434-6625
NATIONSBANK OF TEXAS, N.A.,
as Lender and Lead Manager
By: /s/ Denise Ashford Smith
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Name: Denise Ashford Smith
Title: Senior Vice President
Domestic
Office:
Facsimile No.: (214) 508-0944
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Telex No.: (214) 508-0944
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(Answerback )
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Attention: Maurice Washington
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LIBOR
Office:
Facsimile No.: (214) 508-0944
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Telex No.: (214) 508-0944
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(Answerback )
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Attention: Maurice Washington
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SOCIETE GENERALE, SOUTHWEST AGENCY,
as Lender and Lead Manager
By: /s/ Richard A. Erbert
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Name: Richard A. Erbert
Title: Vice President
Domestic
Office: 4800 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
Facsimile No.: (214) 754-0171
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Telex No.:
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(Answerback )
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Attention: Loan Operations
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LIBOR
Office: 4800 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
Facsimile No.: (214) 754-0171
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Telex No.:
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(Answerback )
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Attention: Loan Operations
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with copy to:
Societe Generale
1111 Bagby
Suite 2020
Houston, Texas 77002
Facsimile No.: (713) 650-0824
Attention: Richard A. Erbert
MELLON BANK, N.A.,
as Lender
By: /s/ E. Marc Cuenod, Jr.
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Name: E. Marc Cuenod, Jr.
Title: First Vice President
Domestic
Office:
Facsimile No.:
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Telex No.:
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(Answerback )
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Attention:
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LIBOR
Office:
Facsimile No.:
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Telex No.:
-----------------------------------------
(Answerback )
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Attention:
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ABN AMRO BANK, N.V.,
as Lender
By: /s/ Michael N. Oakes
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Name: Michael N. Oakes
Title: Vice President and Director
By: /s/ H. Gene Shiels
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Name: H. Gene Shiels
Title: Vice President and Director
Domestic
Office: ABN AMRO Bank, N.V.
Three Riverway, Suite 1700
Houston, TX 77056
Facsimile No.: (713) 629-7533
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Telex No.: 6868916
-----------------------------------------
(Answerback ABN INTL HOU )
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Attention: Josephine Zozobrado
-----------------------------------------
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LIBOR
Office: ABN AMRO Bank, N.V.
Three Riverway, Suite 1700
Houston, TX 77056
Facsimile No.: (713) 629-7533
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Telex No.: 6868916
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(Answerback ABN INTL HOU )
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Attention: Josephine Zozobrado
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BANK OF OKLAHOMA,
NATIONAL ASSOCIATION
as Lender
By: /s/ Michael M. Coats
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Name: Michael M. Coats
Title: Vice President
Domestic
Office:
Facsimile No.:
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Telex No.:
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(Answerback )
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Attention:
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LIBOR
Office:
Facsimile No.:
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Telex No.:
-----------------------------------------
(Answerback )
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Attention:
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BANQUE PARIBAS,
as Lender
By: /s/ Mark M. Green
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Name: Mark M. Green
Title: Vice President
By: /s/ Larry Robinson
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Name: Larry Robinson
Title: Vice President
Domestic
Office:
Facsimile No.:
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Telex No.:
-----------------------------------------
(Answerback )
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Attention:
-----------------------------------------
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LIBOR
Office:
Facsimile No.:
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Telex No.:
-----------------------------------------
(Answerback )
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Attention:
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THE FIRST NATIONAL BANK OF CHICAGO,
as Lender
By: /s/ Leo V. Loughead
------------------------------------------------
Name: Leo V. Loughead
Title: Corporate Banking Officer
Domestic
Office: The First National Bank of Chicago
Facsimile No.: (312) 732-4840
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Telex No.:
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(Answerback )
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Attention: Peggy Corcoran
-----------------------------------------
Ref: Vintage Petroleum
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LIBOR
Office: The First National Bank of Chicago
Facsimile No.: (312) 732-4840
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Telex No.:
-----------------------------------------
(Answerback )
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Attention: Peggy Corcoran
-----------------------------------------
Ref: Vintage Petroleum
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UNION BANK OF CALIFORNIA,
as Lender
By: /s/ Carl Stutzman
------------------------------------------------
Name: Carl Stutzman
Title: Vice President
Domestic
Office: 4200 Lincoln Plaza
500 N. Akard
Dallas, TX 75207
Facsimile No.: (214) 922-4209
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Telex No.:
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(Answerback )
---------------------------------------
Attention: Katie Murray
-----------------------------------------
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LIBOR
Office: 4200 Lincoln Plaza
500 N. Akard
Dallas, TX 75207
Facsimile No.: (214) 922-4209
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Telex No.:
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(Answerback )
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Attention: Katie Murray
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EXHIBIT "A"
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SHARE OF MAXIMUM
COMMITMENT AMOUNT
NAME OF LENDER $ MILLIONS PERCENTAGE
- -------------- ----------------- -----------
Bank of Montreal, Agent $ 58.125 15.50%
The Chase Manhattan Bank,
Lead Manager 41.250 11.00%
The First National Bank of Boston,
Lead Manager 41.250 11.00%
NationsBank of Texas, N.A.,
Lead Manager 41.250 11.00%
Societe Generale, Southwest Agency
Lead Manager 41.250 11.00%
Mellon Bank, N.A. 30.000 8.00%
ABN AMRO Bank, N.V. 24.375 6.50%
Bank of Oklahoma, National
Association 24.375 6.50%
Banque Paribas 24.375 6.50%
The First National Bank of Chicago 24.375 6.50%
Union Bank of California 24.375 6.50%
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TOTAL $375.000 100.00%