EXHIBIT 10.1.3
THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement (this "Amendment") is entered
into effective as of the 1st day of November, 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 (as
amended through the date hereof, 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, pursuant to that certain First Amendment to Credit Agreement,
dated as of June 28, 1996, by and among Borrowers, Agents and Banks, the parties
amended and revised certain provisions of the Credit Agreement, all as more
particularly described therein; and
WHEREAS, pursuant to that certain Second Amendment to Credit Agreement,
dated as of October 8, 1996, by and among Borrowers, Agents and Banks, the
parties further amended and revised certain provisions of the Credit Agreement,
all as more particularly described therein; and
WHEREAS, subject to the terms and conditions set forth herein, Borrowers,
Agents and Banks desire to further amend certain provisions of the Credit
Agreement, all as more fully described herein.
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, each
Borrower, 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 November 1, 1996 (the "Effective Date") in the manner
provided in this Section 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:
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"Initial Restricted Payment Limit" means $11,000,000 and "Allocated
Shares of Initial Restricted Payment Limit" means (a) with respect to
Patina, $9,000,000, and (b) with respect to Gerrity, $2,000,000.
"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, the Second Amendment, the Third 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:
"Third Amendment" means the Third Amendment to Credit Agreement
dated effective as of November 1, 1996, entered into by and among
Borrowers, Agents, and Banks.
1.3. Gerrity Financial Covenant. Section 10.3(b) of the Credit Agreement
shall be amended to read in full as follows:
(b) Gerrity will not permit its ratio of Consolidated Funded Debt to
Consolidated Total Capital as of the end of any Fiscal Quarter ending on
or after September 30, 1996 to exceed .67 to 1.
SECTION 2. Borrowing Base.
(a) Patina Borrowing Base. In accordance with Section 4.2 of the Credit
Agreement, effective November 1, 1996 and continuing until the earlier of (i)
the next Patina Periodic Determination, or (ii) the next Patina Special
Determination, the Patina Borrowing Base shall be $85,000,000.
(b) Gerrity Borrowing Base. In accordance with Section 4.6 of the Credit
Agreement, effective November 1, 1996, and continuing until the earlier of (i)
the next Gerrity Periodic Determination, (ii) the next Gerrity Special
Determination, or (iii) the next Gerrity Readjustment Date, the Gerrity
Borrowing Base shall be $35,000,000.
SECTION 3. Patina Term Loan. Each Borrower, each Agent, and each Bank
acknowledge and agree that the Patina Term Loan (and the Patina Term Commitment
of each Bank) has been terminated effective as of September 30, 1996.
SECTION 4. Representations and Warranties. In order to induce Agents and
Banks to enter into this Amendment, 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) 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 5. Miscellaneous.
5.1 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.
5.2 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.
5.3 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.
5.4 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.
5.5 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.
5.6 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 effective as of 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:
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:
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:
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