Exhibit 10.14
AMENDMENT TWO
TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
WHEREAS, that certain Second Amended and Restated Loan Agreement (the
"LOAN AGREEMENT") dated as of June 5, 1998 was executed by Matador E&P
Company, a Texas corporation (hereinafter referred to as "BORROWER"), Matador
Petroleum Corporation, a Texas corporation (hereinafter referred to as
"PARENT"), the lenders named therein, Comerica Bank-Texas, as Agent (in such
capacity, together with its successors in such capacity, "AGENT") and
Comerica Bank-Texas, as Issuing Lender (in such capacity, together with its
successors in such capacity, "ISSUING LENDER"); and
WHEREAS, the Loan Agreement has been amended by Amendment One thereto;
WHEREAS, Borrower has requested that Comerica and Union (referred to
herein collectively as the "LENDERS") amend the Loan Agreement to extend the
Maturity Date and make certain other amendments thereto; and
WHEREAS, Lenders are willing to agree to the request of Borrower,
subject to the terms and provisions of this Amendment.
NOW THEREFORE, in consideration of the premises and other value, the
receipt and sufficiency of which are hereby acknowledged, Borrower, Parent,
Lenders, Issuing Lender and Agent hereby agree as follows:
1. SECTION 1 of the Loan Agreement is hereby amended by deleting
therefrom in their entirety subsections (rr), (yy) and (ooo) and substituting
therefor the following:
"(rr) LIBOR MARGIN - Shall mean one and seven-eighths percent
(1.875%); provided, however, that if Borrower's Average Quarterly Usage
during a fiscal quarter, commencing with the quarter ending September 30,
1998, is sixty-five percent (65%) or less and no Event of Default is
existing at the end of such quarter, then the LIBOR Margin for any
Interest Period commencing during the immediately succeeding fiscal
quarter shall be one and one-quarter percent (1.25%); provided, further,
that if Borrower's Average Quarterly Usage during a fiscal quarter,
commencing with the quarter ending September 30, 1998, is greater than
sixty-five percent (65%) but less than eighty-one percent (81%) and no
Event of Default is existing at the end of such quarter, then the LIBOR
Margin for any Interest Period commencing during the immediately
succeeding fiscal quarter shall be one and one-half percent (1.50%)."
"(yy) MATURITY DATE - February 28, 2005."
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"(ooo) REVOLVER TERMINATION DATE - February 28, 2002."
2. SECTION 3(d)(i) of the Loan Agreement is hereby amended in its
entirety to read as follows:
"(i) all of the principal balance due under each Note shall be due
and payable in equal quarterly installments, commencing on the Revolver
Termination Date and continuing on each May 31, August 31, November 30 and
February 28 thereafter to and including the Maturity Date; such quarterly
payments shall be based on a five year amortization of all principal
outstanding on the Revolver Termination Date; and"
3. SECTION 5(a) of the Loan Agreement is hereby amended in its
entirety to read as follows:
"(a) INITIAL BORROWING BASE. During the period from March 1,
2000 to the date a new Borrowing Base is made effective, the Borrowing
Base shall be $55,000,000."
4. SECTION 11(e) of the Loan Agreement is hereby amended in its
entirety to read as follows:
"(e) DISTRIBUTIONS. Except for cash dividends on its common stock
and cash dividends on the Series A Convertible Preferred Stock of Parent
pursuant to SECTION 2(a) of the Certificate of Designation (as hereinafter
defined), as in effect on January 20, 1998, which together are not in
excess of an aggregate $550,000 per fiscal year and except for dividends
payable solely in common stock of Borrower, Borrower will not make or
declare any distribution or dividend of any kind to its shareholders or
redeem or make any payment or distribution on account of, or set apart
assets for a sinking or other analogous fund for, the purchase,
redemption, defeasance, retirement or other acquisition of, any shares of
any class of capital stock of Borrower; provided, however, that unless a
Default or an Event of Default has occurred and has not been waived in
writing by Required Lenders, Borrower may (1) declare and pay such
dividends and make such redemptions as are required by the terms of the
Series A Convertible Preferred Stock of Parent, based on the number of
shares outstanding on January 20, 1998 pursuant to the terms, as written
on such date, of (i) that certain Preferred Stock Conversion Agreement
(the "Conversion Agreement") dated as January 19, 1998 among The Travelers
Insurance Company, The Travelers Indemnity Company, The Phoenix Insurance
Company, The Travelers Life and Annuity Company, The Lincoln National Life
Insurance Company, Borrower, and Parent and (ii) the Certificate of
Designation attached to the Conversion Agreement as EXHIBIT C (the
"CERTIFICATE OF DESIGNATION") and (2) repurchase up to an aggregate
$250,000 of its common stock each fiscal year for the purpose of using
such repurchased common stock for Borrower's 401(k) matching stock
contributions.
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5. SCHEDULE 1.2 of the Loan Agreement is amended in its entirety by
substituting therefor the SCHEDULE 1.2 attached to this Amendment.
6. The effectiveness of this Amendment is subject to the condition
precedent that the Lenders shall have received (or waived receipt of) the
following, each duly executed and delivered and in form and substance and
dated as of a date satisfactory to the Lenders and their legal counsel, or
that the following shall be fulfilled, as the case may be:
(a) This Amendment executed by Borrower, Parent and, where
appropriate, by NZX Corporation and Matador Operating Company;
(b) Renewal and extension Notes payable to the order of Union Bank
and to the order of Comerica in the principal amounts of $33,000,000.00
and $67,000,000.00, respectively;
(c) Legal opinion of counsel to Borrower addressing the due
organization and good standing of Borrower and Parent, the due
authorization and execution of this Amendment by Borrower and Parent, and
the enforceability of this Amendment and the renewal notes;
(d) Such deeds of trust, mortgages and modifications and
extensions of existing deeds of trust and mortgages as Lenders shall
require;
(e) Evidence of payment of all reasonable fees and expenses of or
incurred by the Agent and its legal counsel in connection with this
Amendment and payment of a borrowing base increase fee of $4,620 to Union
Bank and $9,380 to Comerica;
(f) The representations and warranties contained in the Loan
Agreement, as amended hereby, shall be true and correct in all material
respects as of the date hereof, with the same force and effect as though
made on and as of this date;
(g) No material adverse change shall have occurred in the business,
operations, financial condition or prospects of Borrower or Parent, and no
material adverse litigation shall be pending or, to the knowledge of
Borrower or Parent, threatened against Borrower or Parent; and
(h) All corporate proceedings and all documents required to be
completed and executed by the provisions of this Amendment shall be
satisfactory in form and substance to Lenders.
All amendments of the Loan Agreement contained herein are, subject to the
satisfaction of the above listed conditions precedent, effective as of March 1,
2000.
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7. Each of Parent, Matador Operating Company and NZX Corporation (each
a "GUARANTOR", and collectively, "GUARANTORS") (i) consents, acknowledges,
and agrees to the execution, delivery, and performance of this Amendment,
(ii) acknowledges and agrees that this Amendment does not diminish, waive, or
release such Guarantor's obligations under its Unconditional Guaranty dated
as of June 5, 1998, in the case of Parent and Matador Operating Company, and
as of January 18, 1999, in the case of NZX Corporation, (iii) ratifies and
confirms such Guarantor's obligations pursuant to its Unconditional Guaranty.
8. Borrower shall pay all reasonable out-of-pocket expenses arising in
connection with the preparation, execution, delivery and administration of
this Amendment, including but not limited to, all reasonable legal fees and
expenses incurred by Agent.
9. Except to the extent amended hereby, all terms, provisions and
conditions of the Loan Agreement shall continue in full force and effect and
shall remain enforceable and binding.
10. This Amendment may be executed in any number of counterparts, each
of which shall for all purposes be deemed an original and all of which are
identical. All parties need not execute the same counterpart.
11. Borrower and Parent represent and warrant that all the
representations and warranties contained in the Loan Agreement, as amended
hereby, are true and correct in all material respects as of the date hereof,
with the same force and effect as though made on and as of this date.
12. This Amendment shall be construed in accordance with and governed
by the laws of the State of Texas, without regard to its conflict of law
principles, and shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
13. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN 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 BETWEEN THE PARTIES.
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In consideration of the foregoing, this Amendment Two is executed as of
March 1, 2000.
BORROWER:
MATADOR E&P COMPANY
By: /s/ Xxxxx X. Xxxxx
----------------------------
Its: Vice President
----------------------------
PARENT:
MATADOR PETROLEUM CORPORATION
By: /s/ Xxxxx X. Manny
----------------------------
Its: Vice President
----------------------------
AGENT:
COMERICA BANK-TEXAS
By:
---------------------------------
Its:
---------------------------------
ISSUING LENDER:
COMERICA BANK-TEXAS
By:
---------------------------------
Its:
---------------------------------
LENDERS:
COMERICA BANK-TEXAS
By:
---------------------------------
Its:
---------------------------------
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UNION BANK OF CALIFORNIA, N.A.
By:
---------------------------------
Its:
---------------------------------
CONSENTING GUARANTORS:
MATADOR OPERATING COMPANY
By: /s/ Xxxxx X. Xxxxx
-------------------------
Its: Vice President
--------------------------
NZX CORPORATION
By: /s/ Xxxxx X. Manny
-------------------------
Its: Vice President
--------------------------
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SCHEDULE 1.2
REVOLVING CREDIT COMMITMENT
Comerica Bank-Texas $36,850,000 67%
Union Bank of California, N.A. $18,150,000 33%
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