EXHIBIT 10.1
AMENDMENT NO. 2
TO
OIL & GAS REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS AMENDMENT NO. 2 (this "Amendment") is entered into as of June 6,
2002, by and among TRANSTEXAS GAS CORPORATION, a Delaware corporation
("Borrower"), the financial institutions set forth on the signature pages hereto
(each a "Lender" and collectively, "Lenders") and GMAC COMMERCIAL CREDIT LLC as
agent for Lenders (in such capacity, "Agent").
BACKGROUND
Borrower, Agent and Lenders are parties to an Oil & Gas Revolving
Credit and Term Loan Agreement dated as of March 15, 2000 (as amended, restated,
supplemented or otherwise modified from time to time, the "Loan Agreement")
pursuant to which Agent and Lenders provide Borrower with certain financial
accommodations.
Borrower has requested that Agent and Lenders make certain amendments
to the Loan Agreement, and Agent and Lenders are willing to do so on the terms
and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrower by Agent
and Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.
2. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 4 below, the Loan Agreement is hereby
amended as follows:
(a) The following defined terms are added to Section 1.2 in
their appropriate alphabetical order and shall provide as follows:
"Amendment No. 2" shall mean Amendment No. 2 to Oil &
Gas Revolving Credit and Term Loan Agreement by and
among Borrower, Agent and Lenders.
"Amendment No. 2 Effective Date" shall mean the date
when the conditions of effectiveness set forth in
Section 4 of Amendment No. 2 have been met to Agent's
satisfaction.
"Amendment No. 2 Fee" shall mean the fee paid by
Borrower to Agent on the Amendment No. 2 Effective
Date in the amount of $25,000 which fee shall be
deemed earned in full and payable on such date and
shall be shared by the Lenders in accordance with
their respective Commitment Percentages.
(b) Section 7.2 is amended in its entirety to provide as follows:
"7.2. Consolidated Net Income. Not permit
the sum of (i) Consolidated Net Income for Borrower
and its Subsidiaries on a consolidated basis plus
(ii) dividend requirements of Borrower and its
consolidated Subsidiaries (whether in cash or
otherwise (except dividends payable solely in shares
of Qualified Capital Stock)) with respect to
Preferred Stock paid, accrued, or scheduled to be
paid or accrued during each period set forth below
(in each case to the extent attributable to such
period and excluding items eliminated in
consolidation) at the end of each fiscal quarter with
respect to the immediately preceding fiscal period
set forth below (ending on the last day of such
fiscal quarter) to be less than (or if a net loss,
such net loss shall not be greater than) the amount
set forth below as corresponds to the applicable
fiscal period:
<Table>
<Caption>
Four Quarters Ended Net Income
------------------- ----------
4/30/02 ($55,000,000)
7/31/02 ($50,000,000)
10/31/02 ($45,000,000)
1/31/03 ($40,000,000)
4/30/03 ($35,000,000)
7/31/03 ($30,000,000)
10/31/03 ($25,000,000)
1/31/04 and thereafter ($20,000,000)
until the end of the Term"
</Table>
(c) Section 7.3 is amended in its entirety to provide as follows:
"7.3. Minimum Consolidated EBITDA. Not permit
Consolidated EBITDA for Borrower and its Subsidiaries on a
consolidated basis at the end of each fiscal quarter with
respect to the immediately preceding fiscal period set forth
below (ending on the last day of such fiscal quarter) to be
less than the Consolidated EBITDA set forth below as
corresponds to the applicable fiscal period:
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<Table>
<Caption>
Four Quarters Ended EBITDA
------------------- ------
4/30/02 $52,500,000
7/31/02 $55,000,000
10/31/02 $57,500,000
1/31/03 $60,000,000
4/30/03 $62,500,000
7/31/03 $65,500,000
10/31/03 $67,500,000
1/31/04 and thereafter until $70,000,000
the end of the Term"
</Table>
(d) Section 7.4 is amended in its entirety to provide as follows:
"7.4. Drilling Production Payments. From and after
the Amendment No. 2 Effective Date, outstanding Debt with
respect to Drilling Production Payments shall not, in the
aggregate exceed the amounts set forth below during the
periods set forth:
<Table>
<Caption>
Maximum Amount of
Drilling Production
Period Payment Liabilities
------ -------------------
Amendment No. 2 Effective Date $40,000,000
through 9/30/02
10/1/02 through 10/31/02 $35,000,000
11/1/02 and thereafter through $30,000,000
the end of the Term"
</Table>
3. Agreements Regarding Reserves. From the Amendment No. 2 Effective
Date through and including October 31, 2002, Agent and Lenders waive compliance
with Sections 2.1(a) and (b) of the Loan Agreement, and Borrower shall have no
obligation to repay any Coverage Shortfall arising during such period.
4. Conditions of Effectiveness. This Amendment shall become effective
upon satisfaction of the following conditions precedent: Agent shall have
received (a) one (1) copy of this Amendment executed by Borrower and Required
Lenders and consented and agreed to by Guarantors and (b) the Amendment No. 2
Fee, which shall be charged to Borrower's Account under and as defined in the
Receivables Facility and the payment of which shall be evidenced by Agent's
execution of this Amendment.
5. Representations and Warranties. Borrower hereby represents and
warrants as follows:
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(a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of Borrower and are enforceable
against Borrower in accordance with their respective terms.
(b) Upon the effectiveness of this Amendment, Borrower hereby
reaffirms all covenants, representations and warranties made in the Loan
Agreement to the extent the same are not amended hereby and agrees that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Amendment.
(c) No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this Amendment.
(d) Borrower has no defense, counterclaim or offset with
respect to the Loan Agreement.
6. Effect on the Loan Agreement.
(a) Upon the effectiveness of Section 2 hereof, each reference
in the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import shall mean and be a reference to the Loan Agreement as
amended hereby.
(b) Except as specifically amended herein, the Loan Agreement,
and all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of Agent
or Lenders, nor, except as provided in Section 3 hereof, constitute a waiver of
any provision of the Loan Agreement, or any other documents, instruments or
agreements executed and/or delivered under or in connection therewith.
7. Governing Law. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns and
shall be governed by and construed in accordance with the laws of the State of
New York.
8. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
9. Counterparts; Facsimile. This Amendment may be executed by the
parties hereto in one or more counterparts, each of which shall be deemed an
original and all of which when taken together shall constitute one and the same
agreement. Any signature delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first written above.
TRANSTEXAS GAS CORPORATION
By:
------------------------------------------
Ed Donahue, Vice President
GMAC COMMERCIAL CREDIT LLC, as Agent and
Lender
By:
------------------------------------------
Name:
Title:
Commitment Percentage: 61.90477%
CREDIT SUISSE FIRST BOSTON MANAGEMENT, as a
Lender
By:
------------------------------------------
Name:
Title:
Commitment Percentage: 12.69841%
ANGELO GORDON & CO. L.P.
By:
------------------------------------------
Name:
Title:
Commitment Percentage: 12.69841%
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
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OAKTREE CAPITAL MANAGEMENT, as a
general partner and investment manager of
certain funds and accounts it manages, as
Lender
By:
------------------------------------------
Name:
Title:
Commitment Percentage: 12.698411%
CONSENTED AND AGREED TO:
GALVESTON BAY PROCESSING CORPORATION,
as Guarantor
By:
-------------------------------------
Ed Donahue, Vice President
GALVESTON BAY PIPELINE COMPANY,
as Guarantor
By:
-----------------------------------
Ed Donahue, Vice President
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