EXHIBIT 10.1
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is dated
and effective as of July 20, 2001 (the "First Amendment"), among PETROQUEST
ENERGY, L.L.C., a Louisiana limited liability company (the "Borrower"),
PETROQUEST ENERGY, INC., a Delaware corporation (the "Guarantor"), the LENDERS,
and HIBERNIA NATIONAL BANK, a national banking association, individually as a
Lender and as Administrative Agent.
R E C I T A L S:
1. The parties hereto are the parties that certain Amended and
Restated Credit Agreement dated as of May 11, 2001 (the "Agreement"), pursuant
to which the Lenders established in favor of the Borrower a revolving line of
credit.
2. The purpose of this First Amendment is to evidence that the
Borrowing Base Amount is now $50,000,000.00, and that the Revolving Commitment
Percentage of each Lender has been revised.
3. Capitalized terms used herein which are defined or used in
the Agreement are used herein with such meanings, except as may be otherwise
expressly provided in this First Amendment.
NOW, THEREFORE, THE PARTIES HERETO, IN CONSIDERATION OF THE MUTUAL
COVENANTS HEREINAFTER SET FORTH AND INTENDING TO BE LEGALLY BOUND HEREBY, AGREE
AS FOLLOWS:
A. AMENDMENT TO DEFINITIONS.
1. The definition of the term "Quarterly Reduction" is hereby deleted
and restated as follows:
"QUARTERLY REDUCTION" shall mean each reduction to the Borrowing
Base Amount established by the Required Lenders based on each
scheduled and unscheduled redetermination of the Borrowing Base
Amount. The Quarterly Reduction will be made on January 31, April
30, July 31, and October 31 of each year, commencing October 31,
2001. The Agent will promptly notify the Borrower of any change in
the Quarterly Reduction as determined from time to time by the
Required Lenders.
2. The following new definition is hereby added to the Agreement:
First Amendment to Amended and Restated Credit Agreement -- Page 1 of 4
"FIRST AMENDMENT" shall mean that certain First Amendment to
Amended and Restated Credit Agreement dated July 20, 2001, among
the Borrower, the Guarantor, the Lenders, and the Agent.
B. BORROWING BASE AMOUNT INCREASE. The Borrowing Base Amount is
hereby increased from $36,000,000.00 to $50,000,000.00.
C. REVOLVING COMMITMENT PERCENTAGE. The Revolving Commitment
Percentage of each Lender is now as follows:
Hibernia National Bank 40%
Royal Bank of Canada 30%
Union Bank of California, N.A. 30%
D. ISSUANCE OF RENEWAL REVOLVING NOTES. To evidence the
revision to the Revolving Commitment Percentage of each Lender pursuant to
paragraph C above, the promissory notes substantially in the form of Exhibits
A-1, A-2, and A-3 to this First Amendment are to be executed by the Borrower.
The parties agree and understand that such promissory notes shall constitute a
renewal of the Revolving Notes, and shall henceforth be considered as the
Revolving Notes. Novation is not intended.
E. CONFIRMATION OF COLLATERAL DOCUMENTS. It is the intention of
the parties that all of the liens, privileges, priorities, and equities existing
and to exist under and in accordance with the terms of the Loan Documents are
hereby renewed, extended, and carried forward as security for the Loans.
Further, the parties agree and acknowledge that the Guaranty shall continue to
secure the payment of the indebtedness of the Borrower to the Lender, including
the indebtedness of the Borrower under the Revolving Notes.
F. NO DEFAULT REPRESENTATION. On and as of the date hereof, and
after giving effect to this First Amendment, the Borrower and the Guarantor
reaffirm and restate the representations and warranties set forth in the
Agreement and the Loan Documents. Further, the Borrower and the Guarantor also
represent and warrant that as the date hereof and after giving effect to this
First Amendment, no uncured or unwaived Default has occurred and is continuing
under the Agreement, as amended by this First Amendment.
G. CONDITIONS PRECEDENT. The obligation of the Lenders to make
the Loans remains subject to the conditions precedent set forth in the Agreement
and the following conditions precedent: The Bank's receipt of (i) this First
Amendment executed by the Borrower and the Guarantor; (ii) certified resolutions
by the Guarantor (on behalf of itself and as the sole member of the Borrower),
in form and substance satisfactory to the Agent; (iii) all amendments,
supplements, and/or restatements pertaining to the Collateral Documents that may
be required by the Agent or its counsel; (iv) payment by the Borrower to the
Agent for the Pro Rata benefit of the Lenders of a facility fee of .50% of
$14,000,000.00; and (v) payment by the Borrower to the Agent for the Pro Rata
benefit of the Banks of an engineering fee in the amount of $30,000.00.
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H. WAIVER OF DEFENSES. In consideration of the Lenders'
execution of this First Amendment, the Borrower and the Guarantor do hereby
irrevocably waive any and all claims and/or defenses to payment on any
indebtedness owed by any of them to the Lenders and/or the Agent that may exist
as of the date of execution of this First Amendment.
I. AMENDMENTS. THE AGREEMENT AND THIS FIRST AMENDMENT ARE CREDIT OR
LOAN AGREEMENTS AS DESCRIBED IN LA. R.S. 6:SECTION 1121, ET SEQ. THERE ARE NO
ORAL AGREEMENTS BETWEEN THE BANK, THE LLC, AND THE GUARANTOR. THE AGREEMENT, AS
AMENDED BY THIS FIRST AMENDMENT, SETS FORTH THE ENTIRE AGREEMENT OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR WRITTEN AND
ORAL UNDERSTANDINGS BETWEEN THE AGENT, THE LENDERS, THE BORROWER, AND THE
GUARANTOR WITH RESPECT TO THE MATTERS HEREIN SET FORTH. THE AGREEMENT, AS
AMENDED BY THIS FIRST AMENDMENT, MAY NOT BE MODIFIED OR AMENDED EXCEPT BY A
WRITING SIGNED AND DELIVERED BY THE BORROWER, THE GUARANTOR, THE LENDERS, AND
THE AGENT.
J. GOVERNING LAW: COUNTERPARTS. This First Amendment shall be
governed by and construed in accordance with the laws of the State of Louisiana.
This First Amendment may be executed in any number of counterparts, all of which
counterparts, when taken together, shall constitute one and the same document.
K. CONTINUED EFFECT. Except as expressly modified herein, the
Agreement as amended by this First Amendment, shall continue in full force and
effect. The Agreement, as amended by this First Amendment, is hereby ratified
and confirmed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed and delivered as of the date hereinabove provided by the
authorized officers each hereunto duly authorized.
BORROWER:
PETROQUEST ENERGY, L.L.C.
A LOUISIANA LIMITED LIABILITY COMPANY
BY PETROQUEST ENERGY, INC., A DELAWARE
CORPORATION, AS SOLE MEMBER
BY: /s/ MICHAEL O. ALDRIDGE
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NAME: MICHAEL O. ALDRIDGE
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TITLE: SR. V.P. & C.F.O.
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GUARANTOR:
PETROQUEST ENERGY, INC.
A DELAWARE CORPORATION
BY: /s/ MICHAEL O. ALDRIDGE
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NAME: MICHAEL O. ALDRIDGE
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TITLE: SR. V.P. & C.F.O.
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AGENT:
HIBERNIA NATIONAL BANK, AS AGENT
BY: /s/ DAVID R. REID
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NAME: DAVID R. REID
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TITLE: SENIOR VICE PRESIDENT
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LENDERS:
ROYAL BANK OF CANADA
BY: /s/ LORNE GARTNER
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NAME: LORNE GARTNER
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TITLE: VICE PRESIDENT
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UNION BANK OF CALIFORNIA, N.A.
BY: /s/ CARL STUTZMAN
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NAME: CARL STUTZMAN
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TITLE: SENIOR VICE PRESIDENT AND
MANAGER
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HIBERNIA NATIONAL BANK
BY: /s/ DAVID R. REID
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NAME: DAVID R. REID
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TITLE: SENIOR VICE PRESIDENT
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