Exhibit 10.17
THIRD AMENDMENT TO THE AMENDED
AND RESTATED CREDIT AGREEMENT
dated as of November 18, 1999
among
Vintage Petroleum, Inc.,
as the Borrower,
and
CERTAIN COMMERCIAL LENDING INSTITUTIONS,
as the Lenders,
BANK OF MONTREAL,
acting through certain U.S. branches or agencies,
as administrative agent,
BANK OF AMERICA, N.A.,
successor-in-interest by merger to Nationsbank, N.A.
as syndication agent,
and
SOCIETE GENERALE, SOUTHWEST AGENCY,
as documentation agent.
Bank of Montreal
as Arranger
THIRD AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT
------------------------------------------------------------
THIS THIRD AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
November 18, 1999 (the "Third Amendment"), among VINTAGE PETROLEUM, INC., a
---------------
Delaware corporation (the "Borrower"), the various financial institutions as are
--------
or may become parties hereto (collectively, the "Lenders"), BANK OF AMERICA,
-------
N.A., successor-in-interest by merger to Nationsbank, N.A., as syndication
agent, SOCIETE GENERALE, SOUTHWEST AGENCY, as documentation agent, and BANK OF
MONTREAL, acting through certain of its U.S. branches or agencies ("Bank of
-------
Montreal"), as administrative agent (the "Agent") for the Lenders.
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W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, the Agent and each of the Lenders have heretofore
entered into that certain Amended and Restated Credit Agreement, dated as of
October 21, 1998 which has been amended by that certain First Amendment to the
Amended and Restated Credit Agreement, dated as of December 10, 1998, and by
that certain Second Amendment to the Amended and Restated Credit Agreement,
dated as of May 19, 1999 (as so amended the "Credit Agreement"); and
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 used
--------------
in this Third Amendment with the same meaning, unless otherwise indicated.
SECTION 2. Amendments to Credit Agreement.
------------------------------
A. The Credit Agreement is amended by replacing Exhibit F and Exhibit I to the
Credit Agreement with the Exhibit F and Exhibit I, respectively, attached to
this Third Amendment.
B. Each reference in the Credit Agreement to the Notes shall be deemed to
include a reference to the Replacement Notes (as defined in Section 5(ii)
hereof).
C. The following definition of "Bolivian Letter of Credit Percentage"shall be
inserted in its alphabetically appropriate place in Section 1.1 of the Credit
Agreement:
"Bolivian Letter of Credit Percentage" means, relative to any Lender,
------------------------------------
the percentage set forth opposite the name of such Lender in Column 3 of
Exhibit F to this Agreement as such percentage may be adjusted from time to
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time pursuant to Lender
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Assignment Agreements executed by a Lender and its Assignee Lenders and
delivered pursuant to Section 10.11 or as a result of an increase of the
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Maximum Commitment Amount as provided in Section 2.1.6."
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D. The definition of "Maximum Commitment Amount" and "Percentage" appearing in
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Section 1.1 of the Credit Agreement shall each be amended and restated in their
entirety to read as follows:
""Maximum Commitment Amount" means an amount equal to $535,000,000 as
-------------------------
such amount may be increased pursuant to Section 2.1.6."
-------------
""Percentage" means, relative to any Lender, the percentage set forth
----------
opposite the name of such Lender in Column 1 of Exhibit F to this Agreement
---------
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 or as a result of an increase of the
-------------
Maximum Commitment Amount as provided in Section 2.1.6."
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E. Section 2.1.4 of the Credit Agreement is hereby amended and restated in its
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entirety to read as follows:
"SECTION 2.1.4 Bolivian Letter of Credit. Issuer has issued and each
-------------------------
Lender possesses a participation in, to the extent of each Lender's Bolivian
Letter of Credit Percentage, the Bolivian Letter of Credit, in accordance with
the terms of Section 2.8."
-----------
F. Clause (iii) of Section 2.1.6 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
" (iii) the identity of the then Lenders, if any, which have agreed with
the Borrower to increase their respective Commitments in an amount such
that their respective Percentages and Bolivian Letter of Credit
Percentages, after giving effect to such requested increase, will be the
same or greater than their respective Percentages and Bolivian Letter of
Credit Percentages, respectively, prior to giving effect to such requested
increase (each such then Lender being a then "Increasing Lender"), each
other Lender which has agreed to increase its Commitment in an amount such
that its respective Percentage and Bolivian Letter of Credit Percentage
after giving effect to such a requested increase will be less than its
respective Percentage or Bolivian Letter of Credit Percentage,
respectively, prior to giving effect to such requested increase (each such
Lender being a "Partially Increasing Lender") and the identity of each
financial institution not already a Lender, if any, which has agreed with
the Borrower to become a Lender to effect such requested increase in the
Maximum Commitment Amount (each such assignee shall be reasonably
acceptable to the Agent and the Issuer and each such assignee being a then
"New Lender" and each Lender which has not agreed to increase its
Commitment being a "Reducing Lender"), provided that in no case shall the
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dollar amount or the Percentage of a Lender's share of the
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Maximum Commitment Amount or Bolivian Letter of Credit Percentage of the
Bolivian Letter of Credit be increased without the express written consent
of such Lender; and"
G. Section 2.1.6 of the Credit Agreement is hereby further amended by
inserting in the final paragraph of such Section the phrase "or Bolivian Letter
of Credit Percentage, as appropriate," after the words "respective Lender's
Percentages" in the penultimate line of such paragraph.
H. Section 2.2.4 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:
"SECTION 2.2.4 Mandatory as to Bolivian Letter of Credit.
-----------------------------------------
(a) Each Lender's participation in, and its rights and obligations
with respect to, the Bolivian Letter of Credit shall be automatically
terminated on January 15, 2001.
(b) Each reduction in the Stated Amount of the Bolivian Letter of
Credit shall be made ratably among the Lenders in accordance with their
respective Bolivian Letter of Credit Percentages."
I. Section 2.8.4 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:
"SECTION 2.8.4 Other Lender's Participations.
-----------------------------
SECTION 2.8.4 Other Lenders' Participation. Each Revolving Loan
----------------------------
Letter of Credit issued pursuant to Section 2.8.2 shall, effective upon its
-------------
issuance and without further action, be issued on behalf of all Lenders
(including the Issuer thereof) pro rata according to their respective
Percentages. Each Lender shall, to the extent of its Percentage, be deemed
irrevocably to have participated in the issuance of any such Revolving Loan
Letter of Credit and is hereby deemed to have participated to the extent of
its Bolivian Letter of Credit Percentage (effective the date hereof) in the
issuance of the Bolivian Letter of Credit and shall be responsible to
reimburse promptly the Issuer thereof for Reimbursement Obligations which
have not been reimbursed by the Borrower in accordance with Section 2.8.5,
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or which have been reimbursed by the Borrower but must be returned,
restored or disgorged by such Issuer for any reason, and each Lender shall,
to the extent of its Percentage or Bolivian Letter of Credit Percentage, as
applicable, be entitled to receive from the Agent a ratable portion of the
letter of credit fees received by the Agent pursuant to Section 3.3.3, with
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respect to each Letter of Credit. In the event that the Borrower shall fail
to reimburse any Issuer, or if for any reason Revolving Loans shall not be
made to fund any Reimbursement Obligation, all as provided in Section 2.8.5
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and in an amount equal to the amount of any drawing honored by such Issuer
under a Letter of Credit issued by it (including without limitation, the
Bolivian Letter of Credit), or in the event such Issuer must for any reason
return or disgorge such reimbursement,
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such Issuer shall promptly notify each Lender of the unreimbursed amount of
such drawing and of such Lender's respective participation therein
calculated on the basis of its Percentage or its Bolivian Letter of Credit
Percentage, as applicable. Each Lender shall make available to such Issuer,
whether or not any Default shall have occurred and be continuing, an amount
equal to its respective participation, calculated on the basis of its
Percentage or its Bolivian Letter of Credit Percentage, as applicable, in
same day or immediately available funds at the office of such Issuer
specified in such notice if the Issuer shall notify the Agent on or before
11:30 a.m. (U.S. Central time) of any Business Day by the close of business
on such Business Day or if the Issuer shall notify the Agent after 11:30
a.m. (U.S. Central time) of any Business Day not later than 11:30 a.m.
(U.S. Central time) on the Business Day (under the laws of the jurisdiction
of such Issuer) after the date notified by such Issuer. In the event that
any Lender fails to make available to such Issuer the amount of such
Lender's participation in such Letter of Credit as provided herein, such
Issuer shall be entitled to recover such amount on demand from such Lender
together with interest at the daily average Federal Funds Rate for three
Business Days (together with such other compensatory amounts as may be
required to be paid by such Lender to the Agent pursuant to the Rules for
Interbank Compensation of the council on International Banking or the
Clearinghouse Compensation Committee, as the case may be, as in effect from
time to time) and thereafter at the LIBO Rate plus the Applicable Margin.
Nothing in this Section 2.8.4 shall be deemed to prejudice the right of any
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Lender to recover from any Issuer any amounts made available by such Lender
to such Issuer pursuant to this Section 2.8.4 in the event that it is
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determined by a court of competent jurisdiction that the payment with
respect to a Letter of Credit by such Issuer in respect of which payment
was made by such Lender constituted gross negligence or wilful misconduct
on the part of such Issuer. Each Issuer shall distribute to each other
Lender which has paid all amounts payable by it under this Section 2.8.4
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with respect to any Letter of Credit issued by such Issuer such other
Lender's Percentage or Bolivian Letter of Credit Percentage, as applicable,
of all payments received by such Issuer from the Borrower in reimbursement
of drawings honored by such Issuer under such Letter of Credit when such
payments are received."
J. Section 2.8.5 of the Credit Agreement is hereby amended by inserting the
word "(in accordance with each Lender's Percentage without regard to whether the
underlying Disbursement arises with respect to a Revolving Loan Letter of Credit
or the Bolivian Letter of Credit)" after the "Revolving Loans" in the fourth
sentence thereof.
K. Section 4.8 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:
"SECTION 4.8 Sharing of Payments. If any Lender shall obtain any payment
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or other recovery (whether voluntary, involuntary, by application of setoff
or otherwise) on account of any Loan or participation in a Letter of Credit
(other than pursuant to the terms of Sections 4.3, 4.4 and 4.5) in excess
------------ --- ---
of its pro rata share (calculated by reference to such
--- ----
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Lender's Percentage or Bolivian Letter of Credit Percentage, as applicable)
of payments then or therewith obtained by all Lenders, such Lender shall
purchase from the other Lenders such participations in Loans made by them
and participations in Letters of Credit held by them as shall be necessary
to cause such purchasing Lender to share the excess payment or other
recovery ratably (calculated by reference to such Lender's Percentage or
Bolivian Letter of Credit Percentage, as applicable) with each of them;
provided, however, that if all or any portion of the excess payment or
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other recovery is thereafter recovered from such purchasing Lender, the
purchase shall be rescinded and each Lender which has sold a participation
to the purchasing Lender shall repay to the purchasing Lender the purchase
price to the ratable extent of such recovery (calculated by reference to
such Lender's Percentage or Bolivian Letter of Credit Percentage, as
applicable) together with an amount equal to such selling Lender's ratable
share (according to the proportion of (1) the amount of such selling
Lender's required repayment to the purchasing Lender to (2) the total
--
amount so recovered from the purchasing Lender) of any interest or other
amount paid or payable by the purchasing Lender in respect of the total
amount so recovered. The Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 4.8 may, to the
-----------
fullest extent permitted by law, exercise all its rights of payment
(including pursuant to Section 4.9) with respect to such participation as
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fully as if such Lender were the direct creditor of the Borrower in the
amount of such participation. If under any applicable bankruptcy,
insolvency or other similar law, any Lender receives a secured claim in
lieu of a setoff to which this Section 4.8 applies, such Lender shall, to
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the extent practicable, exercise its rights in respect of such secured
claim in a manner consistent with the rights of the Lenders entitled under
this Section 4.8 to share in the benefits of any recovery on such secured
-----------
claim."
L. Section 9.2 of the Credit Agreement is hereby amended by replacing the word
"Percentage" therein with the words and punctuation "Percentage or Bolivian
Letter of Credit Percentage, as applicable,".
M. Section 10.11.1 of the Credit Agreement is hereby amended by inserting the
words and punctuation ", except with the prior written consent of the Agent,"
after the words "(which assignment and delegation shall be" in the full
paragraph appearing between clauses (b) and (c) of such Section.
N. Section 10.13 of the Credit Agreement is hereby amended by inserting the
words "and Bolivian Letter of Credit Percentages, as applicable" after the word
"Percentages" but before the period in the last sentence of such Section.
SECTION 3. Borrowing Base. The Borrower, the Agent and the Lenders
--------------
hereby agree that the amount of the Borrowing Base shall be as set forth in a
letter agreement between the Borrower and the Agent dated November 8, 1999.
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SECTION 4. Reaffirmation of Credit Agreement. This Third Amendment shall
---------------------------------
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 5. Effectiveness. This Third Amendment shall become effective as
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of November 18, 1999, upon satisfaction of the following conditions:
(i) the Agent shall have received counterparts hereof duly executed by
Borrower, each Lender, each holder of a Note and the Agent (or, in the case
of any party as to which an executed counterpart shall not have been
received, facsimile, telegraphic, telex or other written confirmation from
such party of execution of a counterpart hereof by such party); and,
(ii) the Borrower shall have delivered to each Lender a promissory note in
the form of Exhibit A to the Credit Agreement payable to the order of such
Lender in a maximum principal amount equal to such Lender's Percentage, as
amended hereby, of the Maximum Commitment Amount, as amended hereby, which
promissory note shall be in exchange for, but not in payment of, those
Notes held by each such Lender prior to the effectiveness of this Third
Amendment (each promissory note delivered pursuant to this Section 5(ii) a
"Replacement Note").
SECTION 6. Severability. Any provision of this Third Amendment, the Credit
------------
Agreement as amended by this Third 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 Third
Amendment, the Credit Agreement as amended by this Third Amendment or such Loan
Document or affecting the validity or enforceability of such provision in any
other jurisdiction.
SECTION 7. Headings. The various headings of this Third Amendment are
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inserted for convenience only and shall not affect the meaning or interpretation
of this Third Amendment or any provisions hereof.
SECTION 8. Execution in Counterparts, Effectiveness, etc. This Third
---------------------------------------------
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 Third Amendment.
SECTION 9. Governing Law; Entire Agreement. THIS THIRD AMENDMENT SHALL
-------------------------------
BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF ILLINOIS. This Third Amendment constitutes the
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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 THIRD 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 10. Successors and Assigns. This Third Amendment shall be 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 not assign
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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 of the Credit
-------------
Agreement.
SECTION 11. Forum Selection and Consent to Jurisdiction. ANY LITIGATION
-------------------------------------------
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS THIRD
AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS THIRD 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 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
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RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS THIRD AMENDMENT, THE CREDIT
AGREEMENT AS AMENDED BY THIS THIRD AMENDMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 12. Waiver of Jury Trial. THE AGENT, THE LENDERS AND THE 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 THIRD AMENDMENT, THE CREDIT AGREEMENT AS
AMENDED BY THIS THIRD 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 THIRD AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS
THIRD AMENDMENT AND EACH SUCH OTHER LOAN DOCUMENT.
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IN WITNESS WHEREOF, the requisite parties hereto have caused this Third
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.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx,
Executive Vice President and
Chief Financial Officer
Address: 000 Xxxx Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx,
Executive Vice President
and Chief Financial
Officer
S-1
BANK OF MONTREAL
acting through its U.S. branches
and agencies, including initially
its Chicago, Illinois branch,
as Agent
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx, Director
Address: 000 Xxxxx XxXxxxx Xxxxxx,
00xx Xxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxx-Xxxx, Specialist
with copy to:
Bank of Montreal
Houston Agency
000 Xxxxxxxxx Xxxxxx
0000 Xxxx xx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxx, Associate
S-2
LENDERS:
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BANK OF MONTREAL, as Lender
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Director
Domestic
Office: 000 Xxxxx XxXxxxx Xxxxxx
00xx Xxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
Facsimile No. (000) 000-0000
Attention: Xxxxx Xxxxx-Xxxx, Specialist
LIBOR
Office: 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxx-Xxxx, Specialist
with copy to:
Bank of Montreal
Houston Agency
000 Xxxxxxxxx Xxxxxx
0000 Xxxx xx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxx, Associate
S-3
ABN AMRO BANK N.V.,
as Lender and Co-Agent
By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Group Vice President
By: /s/ Xxxxx X. Xxxx
------------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
Domestic
Office: 000 Xxxxx XxXxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Loan Administration
LIBOR
Office: 000 Xxxxx XxXxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Credit Administration
with a copy to:
ABN Amro Bank N.V.
Xxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxxxxx
X-0
BANKBOSTON, N.A.,
as Lender and Co-Agent
By: /s/ Xxxxx X. Xxxx
----------------------------------------
Name: Xxxxx X. Xxxx
Title: Loan Officer
Domestic
Office: 000 Xxxxxxx Xxxxxx
XX 00-00-00
Xxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxx
LIBOR
Office: 000 Xxxxxxx Xxxxxx
XX 00-00-00
Xxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxx
X-0
XXX XXXX XX XXX XXXX,
as Lender
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Domestic
Office: Xxx Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxxx
LIBOR
Office: Xxx Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxx Xxxxxx
X-0
XXX XXXX XX XXXX XXXXXX,
as Lender and Lead Manager
By: /s/ F. C. H. Xxxxx
-------------------------------------
Name: F. C. H. Xxxxx
Title: Senior Manager Loan Operations
Domestic
Office: The Bank of Nova Scotia, Atlanta
Xxxxxx
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxx Xxxxxx
LIBOR
Office: The Bank of Nova Scotia,
Atlanta Xxxxxx
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxxx
with a copy to:
The Bank of Nova Scotia
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
S-7
BANK OF OKLAHOMA,
NATIONAL ASSOCIATION, as Lender
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
Domestic
Office: Xxx Xxxxxxxx Xxxxxx, 0xx
Xxxxx
Xxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxx
LIBOR
Office: Xxx Xxxxxxxx Xxxxxx, 0xx
Xxxxx
Xxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxx
S-8
PARIBAS,
as Lender and Co-Agent
By: /s/ A. Xxxxx Xxxx
-------------------------------------
Name: A. Xxxxx Xxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Managing Director
Domestic
Office: 0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxx Xxxxx-Xxxxxx
LIBOR
Office: 0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxx Xxxxx-Xxxxxx
S-9
THE FUJI BANK LTD.
as Lender
By: /s/ Xxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Senior Vice President &
Manager
Domestic
Office: 0 Xxxxxxx Xxxx Xxxxxx,
Xxxxx 0000
0000 XxXxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxx
LIBOR
Office: 0 Xxxxxxx Xxxx Xxxxxx,
Xxxxx 0000
0000 XxXxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxx
S-10
CHRISTIANIA BANK OG KREDITKASSE ASA,
as Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: First Vice President
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
Domestic
Office: New York Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxx Xxxxx
LIBOR
Office: New York Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxx
S-11
CREDIT LYONNAIS,
as Lender
By: /s/ Philippe Soustra
---------------------------------
Name: Philippe Soustra
Title: Senior Vice President
Domestic
Office: Credit Lyonnais New York Branch
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxxxxxx Xxxxx-Xxxxxx
Credit Lyonnais Houston
Representative Office
LIBOR
Office: Credit Lyonnais New York Branch
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxxxx Xxxxx-Xxxxxx
Credit Lyonnais Houston
Representative Office
S-12
FIRST UNION NATIONAL BANK,
as Lender and Lead Manager
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
Domestic
Office: 000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxx
LIBOR
Office: 000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxx
S-13
MEES PIERSON CAPITAL CORP.,
as Lender and Lead Manager
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Kayel Lowthan
--------------------------------------
Name: Kayel Low than
Title: Managing Director
Domestic
Office: MeesPierson Capital Corp.
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000
Attention: Xxxxxxx Xxxxxxx/Xxxxxx Xxxxx
LIBOR
Office: MeesPierson Capital Corp.
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000
Attention: Xxxxxxx Xxxxxxx/Xxxxxx Xxxxx
Wiring
Instructions: Chase Manhattan Bank
ABA #000000000
Credit to: MeesPierson New York
Agency
Acct.#000-0-000000
For further Credit: MeesPierson
Capital Corp.
Ref: Vintage Petroleum, Inc.
Acct.#: 100980360
S-14
NATEXIS Banque BFCE,
as Lender
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Group Manager
By: /s/ N. Xxxx Xxxxxx
------------------------------------------
Name: N. Xxxx Xxxxxx
Title: Vice President
Domestic
Office: NATEXIS Banque
Southwest Representative Xxxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxx Xxxxxx
LIBOR
Office: NATEXIS Banque
Southwest Representative Xxxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx XxXxxxxxxx
with a copy to:
NATEXIS Banque
New York Branch
000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxxxxx
X-00
XXXX XX XXXXXXX, N.A.
as Lender and Syndication Agent
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
Domestic
Office: 000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxxx Xxxxx
LIBOR
Office: 000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx Xxxxx
with copy to:
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxxxx
S-16
THE SANWA BANK LIMITED,
as Lender and Lead Manager
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxx
Title:
Domestic
Office: 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: C. Xxxxxxxx Xxxxxx
LIBOR
Office: 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: C. Xxxxxxxx Xxxxxx
S-17
SOCIETE GENERALE, SOUTHWEST AGENCY,
as Lender and Documentation Agent
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
Domestic
Office: 4800 Xxxxxxxx Xxxx Center
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000
Attention: Loan Operations
LIBOR
Office: 4800 Xxxxxxxx Xxxx Center
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Loan Operations
with copy to:
Societe Generale, Southwest Agency
0000 Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000
Attention: Xxxx Xxxxxxx
X-00
XXXXX XXXX XX XXXXXXXXXX, N.A.,
as Lender and Lead Manager
By: /s/ Xxxx Xxxxxxxxxx
---------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Assistant Vice President
Domestic
Office: 000 Xxxxx Xxxxx Xx. #0000
Xxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000
Attention: Xxxx Xxxxxxxxxx
LIBOR
Office: Energy Capital Services
000 X. Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxxx Xxxxxxxx
S-19
EXHIBIT F
COMMITMENTS
Omitted. The Registrant agrees to furnish supplementally a copy of this
omitted Exhibit to the Securities and Exchange Commission upon its request.
F-1
EXHIBIT I
Bank of Montreal
Houston Agency
000 Xxxxxxxxx Xxxxxx
0000 Xxxx xx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Telecopier: (000) 000-0000
Date:______________
Notice of Commitment Increase
Reference is made to the Amended and Restated Credit Agreement, dated as
of October 21, 1998, among Vintage Petroleum, Inc., a Delaware corporation, (the
"Borrower"), certain financial institutions and the Bank of Montreal (the
--------
"Agent") (as amended, modified and supplemented to the date hereof, the "Credit
-----
Agreement"). Capitalized terms used herein but not otherwise defined have the
meanings assigned to them in the Credit Agreement. The undersigned hereby gives
notice pursuant to Section 2.1.6 of the Agreement of its intent to increase the
Maximum Commitment Amount by the amount of $__________, effective ___________
(the "Commitment Increase Effective Date"). The existing Lenders agreeing to
increase their Commitments and the assignees agreeing to become New Lenders to
effect such requested increase are identified below.
From and after the Commitment Increase Effective Date, the respective
Commitments of the existing Lenders agreeing to increase their Commitments and
the New Lenders will be as set forth below:
Existing Lenders: Share of Maximum Percentage Share of Bolivian
Commitment Bolivian Letter of
Amount Letter of Credit
Credit Percentage
_________________ $________________ ___________ $___________ ___________
_________________ $________________ ___________ $___________ ___________
_________________ $________________ ___________ $___________ ___________
_________________ $________________ ___________ $___________ ___________
_________________ $________________ ___________ $___________ ___________
_________________ $________________ ___________ $___________ ___________
I-1
New Lenders: Share of Maximum Percentage Share of Bolivian
Commitment Bolivian Letter of
Amount Letter of Credit
Credit Percentage
_________________ $________________ ___________ $___________ ___________
_________________ $________________ ___________ $___________ ___________
_________________ $________________ ___________ $___________ ___________
_________________ $________________ ___________ $___________ ___________
_________________ $________________ ___________ $___________ ___________
_________________ $________________ ___________ $___________ ___________
_________________ $________________ ___________ $___________ ___________
The undersigned Authorized Officer represents and warrants that (a) the
increase requested hereby complies with the requirements of Section 2.1.6 of the
Agreement and (b) except [as set forth on Annex A hereto, and]* to the extent
the undersigned gives notice to the Agent to the contrary prior to 5:00 p.m.,
(U.S. central time) on the Business Day before the Commitment Increase Effective
Date, no Default or Event of Default exists as of the date hereof and no Default
will exist on the Commitment Increase Effective Date.
_________________________________
By:______________________________
Name:
Title:
________________
*/ If the representation and warranty in clause (b) would be incorrect,
include the material in the brackets and set forth the reasons such
representation and warranty would be incorrect on an attachment labeled
Annex A.
I-2
