Exhibit 10.4
FIRST AMENDMENT TO REVOLVING
CREDIT AGREEMENT
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
(hereinafter referred to as the “ Amendment ”)
dated as of December 15, 2005, by and among TXOK ACQUISITION,
INC. (“ Borrower ”), CERTAIN SUBSIDIARIES OF
BORROWER, as Guarantors (the “ Guarantors ”),
the LENDERS party hereto (the “ Lenders ”), and
JPMORGAN CHASE BANK, N.A., as Administrative Agent (“
Administrative Agent ”). Unless the context
otherwise requires or unless otherwise expressly defined herein,
capitalized terms used but not defined in this Amendment have the
meanings assigned to such terms in the Credit Agreement (as defined
below).
WITNESSETH:
WHEREAS , Borrower, Guarantors, Administrative Agent and
Lenders entered into that certain Credit Agreement dated as of
September 27, 2005, (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”);
and
WHEREAS , Borrower has requested that the Administrative
Agent and the Lenders amend the Credit Agreement to permit the
Credit Parties to hedge a greater percentage of the anticipated
production from their proved producing reserves of crude oil and
natural gas; and Administrative Agent and Lenders have agreed
to do so on the terms and conditions hereinafter set
forth;
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, Borrower, Guarantors,
Administrative Agent and the Lenders, hereby agree as
follows:
SECTION 1.
Amendments to Credit
Agreement. Subject to the
satisfaction or waiver in writing of each condition precedent set
forth in Section 2 hereof, and in reliance on the
representations, warranties, covenants and agreements contained in
this Amendment, the Credit Agreement shall be amended in the manner
provided in this Section 1 .
1.1
Liens. Section 7.05
of the Credit
Agreement shall be and it hereby is amended in its entirety to read
as follows:
Section 7.05.
Swap Agreements . The Borrower will not, nor will it
permit any of its Restricted Subsidiaries to, enter into or
maintain any Swap Agreement, except the Existing Swap Agreements,
the Swap Agreements required under Section 6.11 and Swap
Agreements entered into in the ordinary course of business and not
for speculative purposes to (a) hedge or mitigate Crude Oil
and Natural Gas price risks to which the Borrower or any Restricted
Subsidiary has actual exposure, and (b) effectively cap,
collar or exchange interest rates (from fixed to floating rates,
from one floating rate to another floating rate or otherwise) with
respect to any interest-bearing liability or investment of any
Credit Party; provided that such Swap Agreements (at the
time each transaction under such Swap Agreement is entered into)
would not cause the aggregate notional amount of Crude Oil and
Natural Gas under all Swap Agreements then in effect (including the
Existing Swap Agreements and the Swap Agreements required
under
1
