Exhibit 10.1
SEVENTH AMENDMENT
TO
SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT (this “
Amendment ”), dated as of June 18, 2009
and effective as of the date on which all of the conditions set
forth in Section 5 have been satisfied or waived by the
Administrative Agent (the “ Amendment Effective
Date ”), which amends that certain Second Amended and
Restated Credit Agreement dated as of March 30, 2006, as
amended by the First Amendment to Second Amended and Restated
Credit Agreement dated as of May 2, 2006, the Second Amendment
to Second Amended and Restated Credit Agreement dated as of
October 25, 2006, the Third Amendment to Second Amended and
Restated Credit Agreement dated as of November 29, 2006, the
Fourth Amendment to Second Amended and Restated Credit Agreement
dated as of March 1, 2007, the Fifth Amendment to Second
Amended and Restated Credit Agreement dated as of May 7, 2007,
and the Sixth Amendment to Second Amended and Restated Credit
Agreement dated as of May 9, 2008, by and among VENOCO, INC.,
a Delaware corporation (the “ Company ”),
the Guarantors, each of the Lenders party thereto, BANK OF
MONTREAL, a Canadian chartered bank acting through certain of its
U.S. branches or agencies, as Administrative Agent (in such
capacity, the “ Administrative Agent ”),
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, and LEHMAN COMMERCIAL PAPER
INC., as Co-Syndication Agents and FORTIS CAPITAL CORP., as
Documentation Agent (as in effect immediately prior to the
Amendment Effective Date, the “ Credit
Agreement ”), is by and among the Company, the
Guarantors, each of the Lenders party hereto and the Administrative
Agent.
WHEREAS, the Company has requested
that the Credit Agreement be amended to make certain changes to the
Credit Agreement on the terms and conditions set forth in this
Amendment; and
WHEREAS, the Supermajority Lenders
have agreed to such amendments subject to the terms and conditions
set forth in this Amendment.
NOW, THEREFORE, in consideration of
the mutual agreements, provisions and covenants contained herein
and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
Section 1.
Defined Terms; Interpretation .
(a)
Capitalized terms used but not otherwise defined herein shall have
the meanings assigned such terms in the Credit
Agreement.
(b)
The rules of interpretation set forth in Section 1.2 of
the Credit Agreement are incorporated in this Amendment as if set
forth herein.
Section 2.
Borrowing Base . The Lenders hereby approve a
Borrowing Base of $125,000,000 as of the Amendment Effective
Date. Such determination shall constitute the current annual
Borrowing Base determination for purposes of
Section 2.6(b) of the Credit Agreement.
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