EXHIBIT 10.73
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (this "AMENDMENT") is entered
into as of the 28th day of June, 1996, by and among Patina Oil & Gas Corporation
("PATINA"), SOCO Wattenberg Corporation ("SWAT"), Gerrity Oil & Gas Corporation
("GERRITY"), (Patina, SWAT and Gerrity are each individually referred to herein
as "BORROWER" and collectively as "BORROWERS"), Texas Commerce Bank National
Association, as Administrative Agent ("ADMINISTRATIVE AGENT"), NationsBank of
Texas, N.A., as Documentary Agent ("DOCUMENTARY AGENT"), Wells Fargo Bank, N.A.,
CIBC, Inc. and Credit Lyonnais New York Branch, as Co-Agents ("CO-AGENTS") and
the financial institutions listed on Schedule 1 to the Credit Agreement (as
hereinafter defined) as Banks (individually a "BANK" and collectively "BANKS").
W I T N E S E T H:
WHEREAS, Borrowers, Administrative Agent, Documentary Agent, Co-Agents and
Banks are parties to that certain Credit Agreement dated as of May 2, 1996 the
"CREDIT AGREEMENT") (unless otherwise defined herein, all terms used herein with
their initial letter capitalized shall have the meaning given such terms in the
Credit Agreement); and
WHEREAS, pursuant to the Credit Agreement the Banks have made certain Loans
to Borrowers; and
WHEREAS, Borrowers have advised Banks that Patina has repurchased 135,400
shares of Common Stock in market transactions for an aggregate consideration of
$923,345.00 (the "PATINA COMMON STOCK REPURCHASE"); and
WHEREAS, the Patina Common Stock Repurchase violates SECTION 9.2 of the
Credit Agreement and constitutes an Event of Default under the Credit Agreement;
and
WHEREAS, Borrowers have requested that the Banks waive the Event of
Default resulting from the Patina Common Stock Repurchase; and
WHEREAS, the Banks have agreed to grant such waiver on the condition that
the Credit Agreement be amended in certain respects.
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed,
Borrowers, each Agent, and each Bank hereby agree as follows:
SECTION 1. AMENDMENTS. In reliance on the representations, warranties,
covenants and agreements contained in this Amendment, the Credit Agreement shall
be amended effective June 28, 1996 (the "EFFECTIVE DATE") in the manner provided
in this Section 1.
1
1.1. AMENDMENT TO DEFINITIONS. The definitions of "INITIAL RESTRICTED
PAYMENT LIMIT" and "LOAN PAPERS" contained in Section 1.1 of the Credit
Agreement shall be amended to read in full as follows:
"Initial Restricted Payment Limit" means $11,000,000; provided that
such amount shall be allocated by Borrowers between Patina and Gerrity on
or before August 15, 1996, and Borrowers shall notify Banks in writing of
such allocation together with the delivery to Banks of the financial
statements for the Fiscal Quarter ended June 30, 1996 required by SECTIONS
8.1(B), (D) and (E); provided, further, that not more than $5,000,000 of
the Initial Restricted Payment Limit shall be allocated to Patina.
"Allocated Shares of Initial Restricted Payment Limit" means, with respect
to Patina or Gerrity, that portion of the Initial Restricted Payment Limit
allocated to Patina or Gerrity (as applicable) pursuant to this
definition.
"Loan Papers" means this Agreement, the Notes, the Patina Guarantees,
the Collateral Assignment of Intercompany Loan, the Tax Credit Transaction
Agreement, the Patina Pledge Agreement, the Gerrity Pledge Agreement, the
First Amendment, all Mortgages now or at any time hereafter delivered
pursuant to SECTION 5.1, and all other certificates, documents or
instruments delivered in connection with this Agreement, as the foregoing
may be amended from time to time.
1.2. ADDITIONAL DEFINITIONS. Section 1.1 of the Credit Agreement shall be
amended to add the following definition to such Section:
"First Amendment" means the First Amendment to Credit Agreement dated
as of June 28, 1996, entered into by and among Borrowers, Agents, and
Banks.
SECTION 2.WAIVER REGARDING PATINA COMMON STOCK REPURCHASE. Banks hereby
waive Borrowers' obligation to comply with SECTION 9.2 of the Credit Agreement
to the extent, but only to the extent, that SECTION 9.2 of the Credit Agreement
prohibits the Patina Common Stock Repurchase, and Banks waive the Event of
Default resulting from such Patina Common Stock Repurchase. Each Borrower hereby
acknowledges that such waiver is limited solely to SECTION 9.2 of the Credit
Agreement, and solely to the Patina Common Stock Repurchase. Nothing contained
herein shall obligate Banks to grant any additional or future waiver of SECTION
9.2 of the Credit Agreement or any other provision of any other Loan Paper.
SECTION 3.REPRESENTATIONS AND WARRANTIES. In order to induce Agents and
Banks to enter into this Amendment and grant the waiver contained in SECTION 2
hereof, each Borrower hereby represents and warrants to each Agent and each Bank
that:
(a) each representation and warranty of each Borrower and the
Restricted Subsidiaries contained in the Loan Papers are true and correct
in all material respects as of the date hereof (except to the extent that
such representations and warranties are expressly made as of a particular
date, in which event such representations and warranties were true and
correct as of such date);
(b) except for the Event of Default under Section 9.2 of the Credit
Agreement resulting from the Patina Common Stock Repurchase, neither a
Default nor an Event of Default has occurred which is continuing; and
(c) Borrowers have no defenses to payment, counterclaims or rights of
set-off with respect to the Obligations on the date hereof.
SECTION 4.MISCELLANEOUS.
4.1 REAFFIRMATION OF LOAN PAPERS; EXTENSION OF LIENS. Any and all of the
terms and provisions of the Credit Agreement and the Loan Papers shall, except
as amended and modified hereby, remain in full force and effect. Each Borrower
hereby extends the Liens securing the Obligations until the Obligations have
been paid in full, and agrees that the amendments and modifications herein
contained shall in no manner affect or impair the Obligations or the Liens
securing payment and performance thereof.
4.2 PARTIES IN INTEREST. All of the terms and provisions of this Amendment
shall bind and inure to the benefit of the parties hereto and their respective
successors and assigns.
4.3 LEGAL EXPENSES. Each Borrower hereby agrees to pay on demand all
reasonable fees and expenses of counsel to Administrative Agent incurred by
Administrative Agent in connection with the preparation, negotiation and
execution of this Amendment and all related documents.
4.4 COUNTERPARTS. This Amendment may be executed in counterparts, and all
parties need not execute the same counterpart; however, no party shall be bound
by this Amendment until this Amendment has been executed by Borrowers and
Required Banks at which time this Amendment shall be binding on, enforceable
against and inure to the benefit of Borrowers, Agents and all Banks. Facsimiles
shall be effective as originals.
4.5 COMPLETE AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
LOAN PAPERS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
4.6 HEADINGS. The headings, captions and arrangements used in this
Amendment are, unless specified otherwise, for convenience only and shall not be
deemed to limit, amplify or modify the terms of this Amendment, nor affect the
meaning thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective Authorized Officers on the date and year first
above written.
BORROWERS:
PATINA OIL & GAS CORPORATION,
a Delaware corporation
By:
Its:
SOCO WATTENBERG CORPORATION,
a Delaware corporation
By:
Its:
GERRITY OIL & GAS CORPORATION,
a Delaware corporation
By:
Its:
2
ADMINISTRATIVE AGENT:
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By:
Its:
DOCUMENTARY AGENT:
NATIONSBANK OF TEXAS, N.A.
By:
Its:
CO-AGENTS:
CIBC, INC.
By:
Its:
CREDIT LYONNAIS NEW YORK BRANCH
By:
Its:
BANKS:
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By:
Its:
3
NATIONSBANK OF TEXAS, N.A.
By:
Its:
CIBC, INC.
By:
Its:
CREDIT LYONNAIS NEW YORK BRANCH
By:
Its:
WELLS FARGO BANK, N.A.
By:
Its:
4