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SECOND AMENDMENT TO CREDIT AGREEMENT

Loan Agreement

SECOND AMENDMENT TO CREDIT AGREEMENT | Document Parties: POGO PRODUCING CO | AMEGY BANK NATIONAL ASSOCIATION | AMERICA, NA, TORONTO DOMINION (TEXAS) LLC | BANK OF MONTREAL | BANK OF NEW YORK | BANK OF NOVA SCOTIA | BANK OF TOKYO | CITIBANK, NA | COMERICA BANK | COMPASS BANK | FORTIS CAPITAL CORP | Lenders, BANK OF AMERICA, N.A., TORONTO DOMINION | Lenders, WACHOVIA BANK, NATIONAL ASSOCIATION | MIZUHO CORPORATE BANK, LTD | POGO PRODUCING COMPANY | ROYAL BANK OF SCOTLAND | SCOTIABANC INC | Southwest Bank of Texas, N.A. | SUNTRUST BANK | UFJ Bank | UNION BANK OF CALIFORNIA, N.A. | US BANK NATIONAL ASSOCIATION | WELLS FARGO BANK, NA You are currently viewing:
This Loan Agreement involves

POGO PRODUCING CO | AMEGY BANK NATIONAL ASSOCIATION | AMERICA, NA, TORONTO DOMINION (TEXAS) LLC | BANK OF MONTREAL | BANK OF NEW YORK | BANK OF NOVA SCOTIA | BANK OF TOKYO | CITIBANK, NA | COMERICA BANK | COMPASS BANK | FORTIS CAPITAL CORP | Lenders, BANK OF AMERICA, N.A., TORONTO DOMINION | Lenders, WACHOVIA BANK, NATIONAL ASSOCIATION | MIZUHO CORPORATE BANK, LTD | POGO PRODUCING COMPANY | ROYAL BANK OF SCOTLAND | SCOTIABANC INC | Southwest Bank of Texas, N.A. | SUNTRUST BANK | UFJ Bank | UNION BANK OF CALIFORNIA, N.A. | US BANK NATIONAL ASSOCIATION | WELLS FARGO BANK, NA

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Title: SECOND AMENDMENT TO CREDIT AGREEMENT
Governing Law: New York     Date: 10/31/2007
Industry: Oil and Gas Operations     Sector: Energy

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Exhibit 10.2

 

[EXECUTION COPY]

 

SECOND AMENDMENT TO CREDIT AGREEMENT

 

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of May 17, 2006 (the “ Amendment ”), among POGO PRODUCING COMPANY , a Delaware corporation (the “ Borrower ”), the various financial institutions which are or may become parties to the Credit Agreement, as amended hereby (collectively, the “ Lenders ”), BANK OF MONTREAL , acting through its Chicago, Illinois branch, as administrative agent (the “ Administrative Agent ”) for the Lenders, BANK OF AMERICA, N.A., TORONTO DOMINION (TEXAS) LLC and BNP PARIBAS , as Co-Syndication Agents (“ Co-Syndication Agents ”) for the Lenders, WACHOVIA BANK, NATIONAL ASSOCIATION , as Documentation Agent (“ Documentation Agent ”) for the Lenders, and CITIBANK, N.A. and THE BANK OF NOVA SCOTIA , as managing agents (“ Managing Agents ”) for the Lenders.

 

W I T N E S S E T H

 

WHEREAS the Borrower, the Lenders and the Agents are parties to a certain Credit Agreement, dated as of December 16, 2004, as amended to date (the “ Credit Agreement ”); and

 

WHEREAS, the Borrower has requested that Credit Agreement be amended (i) to increase the Borrowing Base and provide for certain future, automatic adjustments to the Borrowing Base in certain situations and (ii) to make other changes, as set forth herein; and

 

WHEREAS, subject to the terms and conditions of this Amendment, the Lenders and the Agents are willing to enter into this Amendment;

 

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby agree as follows:

 

1.             DEFINITIONS.  Unless otherwise defined herein or the context otherwise requires, or except as the definition may be amended by this Amendment, terms used in this Amendment, including its preamble and recitals, shall have the meanings provided in the Credit Agreement, as hereby amended.

 

2.             AMENDMENTS TO CREDIT AGREEMENT.

 

2.1           The definition of “Additional Senior Unsecured Indebtedness” contained in Section 1.1 of the Credit Agreement hereby is amended by replacing the reference to “$50,000,000” with “$100,000,000”.

 

2.2           The definition of “Borrowing Base Reduction Amount” contained in Section 1.1 of the Credit Agreement hereby is amended in its entirety to read as follows:

 

“              “ Borrowing Base Reduction Amount ” means, at any time, 100% of the principal amount of all Senior Debt of the Borrower issued or incurred since the last redetermination of the Borrowing Base so long as such Senior Debt remains outstanding plus 30% of the principal amount of all Additional Subordinated Indebtedness issued or incurred since the last redetermination of the Borrowing Base so long as such Additional Subordinated Indebtedness remains outstanding.”

 



 

2.3           The definition of “Senior Debt” contained in Section 1.1 of the Credit Agreement hereby is amended in its entirety to read as follows:

 

“              “ Senior Debt ”  means, at the time of any determination thereof, without duplication with respect to any of the Borrower and its Restricted Subsidiaries, the principal amount of all Indebtedness of that Person constituting borrowed money (including, without limitation, any Senior Notes Indebtedness) other than (i) Subordinated Indebtedness, (ii) Non-Recourse Indebtedness, (iii) any Guarantee by that Person of any such Indebtedness of the Borrower or any of its Subsidiaries, (iv) any Guarantee by that Person of the portion of any such Indebtedness of any of its Affiliates that is included at that time on the consolidated balance sheet of the Borrower and its consolidated Subsidiaries and Affiliates, (v) Loans outstanding and LC Exposure under this Agreement and (vi) Additional Senior Unsecured Indebtedness.”

 

2.4           The proviso to Section 8.1 of the Credit Agreement hereby is amended in its entirety to read as follows:

 

provided further that Indebtedness (other than Guarantees) of Restricted Subsidiaries shall not exceed $75,000,000 in the aggregate at any time.”

 

3.             BORROWING BASE.

 

3.1           Unless subject to further adjustment pursuant to the other provisions of this Section 3 , by execution of this Amendment, each of the Administrative Agent, the Required Borrowing Base Lenders and the Borrower agree that, during the period from the date hereof to the date of the next determination of the Borrowing Base pursuant to the provisions of Section 2.8 of the Credit Agreement, the Borrowing Base shall equal $1,700,000,000. Notwithstanding the foregoing, the Applicable Borrowing Base remains subject to adjustment due to changes in the Borrowing Base Reduction Amount as set forth in the Credit Agreement.

 

3.2           I n the event of the consummation of the Gulf of Mexico Divestiture (as herein defined), by execution of this Amendment, each of the Administrative Agent, the Required Borrowing Base Lenders and the Borrower agree that, during the period from the date hereof to the date of the next determination of the Borrowing Base pursuant to the provisions of Section 2.8 of the Credit Agreement, the Borrowing Base shall equal the then current Borrowing Base (initially $1,700,000,000 pursuant to Section 3.1) less $200,000,000. Notwithstanding the foregoing, the Applicable Borrowing Base remains subject to adjustment due to changes in the Borrowing Base Reduction Amount as set forth in the Credit Agreement.

 

3.3           For purposes of this Amendment, the “ Gulf of Mexico Divestiture ” means the divestiture by the Borrower of a 50% interest in the Borrower’s assets located in the Gulf of Mexico, pursuant to that certain Purchase and Sale Agreement, dated as of April 20, 2006, among the Borrower, as seller, and MitEnergy Upstream LLC, as buyer, as may be amended from time to time in accordance with the terms thereof.

 

3.4           Each of the Administrative Agent, the Required Borrowing Base Lenders and the Borrower agree and acknowledge that the various determinations, and redeterminations, of the Borrowing Base set forth in this Section 3 shall not be considered to be a Non-Standard

 

2



 

Determination of the Borrowing Base by the Borrower, the Administrative Agent or the Required Borrowing Base Lenders for the purposes of the first sentence of Section 2.8(b) of the Credit Agreement.

 

3.5           Each of the Administrative Agent, the Required Borrowing Base Lenders and the Borrower waive any right to a redetermination of the Borrowing Base pursuant to Section 2.8(c)(i) of the Credit Agreement in connection with the consummation of the Gulf of Mexico Divestiture.

 

4.             EFFECTIVENESS.  This Amendment shall become effective as of the date hereof when the Administrative Agent shall have received counterparts hereof duly executed by the Borrower, the Administrative Agent and each of the Required Borrowing Base Lenders or Required Lenders (or, in the case of any party as to which an executed counterpart shall not have been received, telegraphic, telex, or other written confirmation from such party of execution of a counterpart hereof by such party), as applicable.

 

5.             REPRESENTATIONS AND WARRANTIES.

 

In order to induce the Lenders and the Agents to enter into this Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties contained in Article VI of the Credit Agreement (except to the extent any such representation and warranty relates solely to an earlier date) and additionally represent


























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