Attached files
| file | filename |
|---|---|
| EX-21 - SWIFT ENERGY CO - SIGNIFICANT SUBSIDIARIES - SILVERBOW RESOURCES, INC. | subsidiaries.htm |
| EX-31.1 - CEO CERTIFICATION - SILVERBOW RESOURCES, INC. | ceocertification.htm |
| EX-31.2 - CFO CERTIFICATION - SILVERBOW RESOURCES, INC. | cfocertification.htm |
| EX-99.1 - GRUY YE RESERVES AUDIT - SILVERBOW RESOURCES, INC. | reserveaudit.htm |
| EX-23.2 - CONSENT OF ERNST AND YOUNG - SILVERBOW RESOURCES, INC. | auditorconsent.htm |
| EX-23.1 - CONSENT OF HJ GRUY - SILVERBOW RESOURCES, INC. | reserveconsent.htm |
| EX-12 - RATIOS OF EARNINGS TO FIXED CHARGES - SILVERBOW RESOURCES, INC. | ratioofearnings.htm |
| EX-32 - CERTIFICATION OF CEO AND CFO - SILVERBOW RESOURCES, INC. | ceocfocertification.htm |
| 10-K - SWIFT ENERGY 2009 10-K - SILVERBOW RESOURCES, INC. | swiftenergy2009-10k.htm |
Exhibit
10.27
SIXTH
AMENDMENT TO FIRST AMENDED AND
RESTATED
CREDIT AGREEMENT
among
SWIFT
ENERGY COMPANY
SWIFT
ENERGY OPERATING, LLC
THE
LENDERS PARTY HERETO
and
JPMORGAN
CHASE BANK, N.A.,
as
Administrative Agent
Effective
November
10, 2009
______________________________________________________________________________
Table of
Contents
Article
I DEFINITIONS
AND
INTERPRETATION
1
1.1 Terms
Defined
Above 1
1.2 Terms
Defined in Credit
Agreement 1
1.3 References 1
1.4 Articles
and
Sections
2
1.5 Number
and
Gender
2
Article
II AMENDMENTS
2
Article
III RATIFICATION
3
Article
IV MISCELLANEOUS
3
4.1 Successors
and
Assigns
3
4.2 Rights
of Third
Parties
3
4.3 Counterparts
3
4.4 Integration
3
4.5 Severability
3
4.6 Governing
Law
3
|
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-
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SIXTH AMENDMENT TO FIRST
AMENDED AND
RESTATED CREDIT
AGREEMENT
This
SIXTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) executed
effective as of November 10, 2009 (the “Effective Date”) is
by and among SWIFT ENERGY COMPANY, a Texas corporation (“New Swift”), SWIFT
ENERGY OPERATING, LLC, a Texas limited liability company and successor by merger
to the Texas corporation formerly known as Swift Energy Company (“Operating” and New
Swift and Operating, collectively, the “Borrower”), the
lenders party to that certain First Amended and Restated Credit Agreement dated
as of June 29, 2004 by and among the Texas corporation then known as Swift
Energy Company, the lenders party thereto or bound thereby from time to time
(the “Lenders”), and Bank
One, NA, as administrative agent for such lenders (as amended to the Effective
Date, the “Credit
Agreement”), and JPMORGAN CHASE BANK, N.A., a national banking
association and successor by merger to Bank One, NA, as administrative agent for
such Lenders (in such capacity, the “Agent”).
W I T N E S S E T H:
WHEREAS,
the Borrower, the Lenders and the Agent are parties to the Credit Agreement;
and
WHEREAS,
the Borrower, the Lenders and the Agent desire to amend the Credit Agreement in
the particulars hereinafter provided;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained in the Credit Agreement and herein, the parties hereto
agree as follows:
ARTICLE
I
DEFINITIONS AND
INTERPRETATION
1.1 Terms Defined
Above. As used in this Sixth Amendment to First Amended and
Restated Credit Agreement, each of the terms “Agent,” “Amendment,” “Borrower,” “Credit Agreement,”
“Effective
Date,” “Lenders,” “New Swift and “Operating” shall have
the meaning assigned to such term hereinabove.
1.2 Terms Defined in Credit
Agreement. Each term defined in the Credit Agreement and used
herein without definition shall have the meaning assigned to such term in the
Credit Agreement, unless herein expressly provided to the contrary.
1.3 References. References
in this Amendment to Exhibit, Article or Section numbers shall be to Exhibits,
Articles or Sections of this Amendment, unless expressly stated to the
contrary. References in this Amendment to “hereby,” “herein,”
“hereinafter,” “hereinabove,” “hereinbelow,” “hereof,” “hereunder” and words of
similar import shall be to this Amendment in its entirety and not only to the
particular Schedule, Exhibit, Article, or Section in which such reference
appears. Specific enumeration herein shall not exclude the general
and, in such regard, the terms “includes” and “including” used herein shall mean
“includes, without limitation,” or “including, without limitation,” as the case
may be, where appropriate. Except as otherwise indicated, references
in this Amendment to statutes, sections, or regulations are to be construed as
including all statutory or regulatory provisions
consolidating,
amending, replacing, succeeding, or supplementing the statute, section, or
regulation referred to. References in this Amendment to “writing”
include printing, typing, lithography, facsimile reproduction, and other means
of reproducing words in a tangible visible form. References in this
Amendment to amendments and other contractual instruments shall be deemed to
include all exhibits and appendices attached thereto and all subsequent
amendments and other modifications to such instruments, but only to the extent
such amendments and other modifications are not prohibited by the terms of the
Credit Agreement or this Amendment. References in this Amendment to
Persons include their respective successors and permitted
assigns.
1.4 Articles and
Sections. This Amendment, for convenience only, has been
divided into Articles and Sections; and it is understood that the rights and
other legal relations of the parties hereto shall be determined from this
instrument as an entirety and without regard to the aforesaid division into
Articles and Sections and without regard to headings prefixed to such Articles
or Sections.
1.5 Number and
Gender. Whenever the context requires, reference herein made
to the single number shall be understood to include the plural; and likewise,
the plural shall be understood to include the singular. Definitions
of terms defined in the singular or plural shall be equally applicable to the
plural or singular, as the case may be, unless otherwise
indicated. Words denoting sex shall be construed to include the
masculine, feminine and neuter, when such construction is appropriate; and
specific enumeration shall not exclude the general but shall be construed as
cumulative.
ARTICLE
II
AMENDMENTS
Effective
as of the Effective Date, the Borrower, the Lenders and the Agent hereby amend
Section 2.5 of the Credit Agreement to read as follows in its
entirety:
“2.5 Use of Loan Proceeds and
Letters of Credit. Proceeds of all Loans shall be used (a) to
finance the exploration, development and/or acquisition of Oil and Gas
Properties, (b) to, following the successful pricing of any Permitted
Refinancing Debt and/or New Subordinated Debt and only through March 31, 2010,
redeem or refinance the Senior Notes due 2011, and (c) for any corporate purpose
of the Borrower not prohibited under any Loan Document; provided, however,
notwithstanding any provision of Section 6.16 to the contrary, proceeds of Loans
may not be used to redeem or refinance any Permitted Refinancing Debt or New
Subordinated Debt. Letters of Credit shall be obtained for any
business activity of the Borrower not prohibited under any Loan Document;
provided, however, Letters of Credit shall not be obtained to support
Indebtedness to any Person not a Lender or in lieu or in support of stay or
appeal bonds in excess of $1,000,000.”
2
ARTICLE
III
RATIFICATION
Each of
the Borrower, the Lenders and the Agent does hereby adopt, ratify and confirm
the Credit Agreement, as amended hereby, and each of the other Loan Documents to
which it is a party and acknowledges and agrees that the Credit Agreement, as
amended hereby, and each of the other Loan Documents to which it is a party is
and remains in full force and effect.
ARTICLE
IV
MISCELLANEOUS
4.1 Successors and
Assigns. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns
permitted pursuant to the Credit Agreement.
4.2 Rights of Third
Parties. Except as provided in Section 4.1, all
provisions herein are imposed solely and exclusively for the benefit of the
parties hereto.
4.3 Counterparts. This
Amendment may be executed by one or more of the parties hereto in any number of
separate counterparts, and all of such counterparts taken together shall be
deemed to constitute one and the same instrument and shall be enforceable as of
the Effective Date upon the execution of one or more counterparts hereof by each
of the parties hereto. In this regard, each of the parties hereto
acknowledges that a counterpart of this Amendment containing a set of
counterpart execution pages reflecting the execution of each party hereto shall
be sufficient to reflect the execution of this Amendment by each necessary party
hereto and shall constitute one instrument.
4.4 Integration. This
Amendment constitutes the entire agreement among the parties hereto with respect
to the subject hereof. All prior understandings, statements and
agreements, whether written or oral, relating to the subject hereof are
superseded by this Amendment.
4.5 Severability. In
the event that any one or more of the provisions contained in this Amendment
shall for any reason be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision of this Amendment.
4.6 Governing
Law. this
Amendment shall be deemed to be a contract made under and shall be governed by
and construed in accordance with the laws of the State of Texas, without regard
to principles of such laws relating to conflicts of law.
(Signatures
appear on following pages)
3
IN
WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to First
Amended and Restated Credit Agreement to be duly executed and delivered, as of
the Effective Date, by their proper and duly authorized officers.
BORROWER:
SWIFT
ENERGY COMPANY
By: /s/Alton D. Heckaman,
Jr.
Alton D. Heckaman, Jr.
Executive Vice President
and Chief Financial
Officer
By: /s/Adrian D.
Shelley
Adrian D. Shelley
Treasurer
SWIFT
ENERGY OPERATING, LLC
By: /s/Alton D. Heckaman,
Jr.
Alton D. Heckaman, Jr.
Executive Vice President
and Chief Financial
Officer
By: /s/Adrian D.
Shelley
Adrian D. Shelley
Treasurer
(Signatures
continue on following pages)
|
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4
AGENT:
JPMORGAN
CHASE BANK, N.A.,
as
Administrative Agent
By: /s/Jo Linda
Papadakis
Jo Linda Papadakis
Vice President
LENDER:
JPMORGAN
CHASE BANK, N.A.
By: /s/Jo Linda
Papadakis
Jo Linda Papadakis
Vice President
(Signatures
continue on following pages)
|
|
5
LENDER:
BANK OF
SCOTLAND plc
By:
Name:
Title:
(Signatures
continue on following pages)
|
|
6
LENDER:
NATIXIS
By: /s/Donovan C.
Broussard
Name: Donovan C.
Broussard
Title: Managing
Director
By: /s/Liana
Tchernysheva
Name: Laina
Tchernysheva
Title: Director
(Signatures
continue on following pages)
|
|
7
LENDER:
COMPASS
BANK
By: /s/Spencer
Stasney
Name: Spencer
Stasney
Title: Vice
President
(Signatures
continue on following pages)
|
|
8
LENDER:
SOCIETE
GENERALE
By: /s/Stephen W.
Warfel
Name: Stephen w.
Warfel
Title: Managing
Director
(Signatures
continue on following pages)
|
|
9
LENDER:
CALYON
NEW YORK BRANCH
By: /s/Sharada
Manne
Name: Sharada
Manne
Title: Director
By: /s/Dixon
Schultz
Name: Dixon
Schultz
Title: Director
(Signatures
continue on following pages)
|
|
10
LENDER:
WELLS
FARGO BANK, NATIONAL ASSOCIATION
By: /s/Doug
McDowell
Name: Doug
McDowell
Title: Vice President, Senior
Portfolio Manager
(Signatures
continue on following pages)
|
|
11
LENDER:
BNP
PARIBAS
By: /s/Douglas R.
Liftman
Name: Douglas R.
Liftman
Title: Managing
Director
By: /s/Richard
Hawthorne
Name: Richard
Hawthorne
Title: Director
(Signatures
continue on following pages)
|
|
12
LENDER:
COMERICA
BANK
By: /s/Matt
Turner
Name: Matt
Turner
Title: Assistant Vice
President
(Signatures
continue on following page)
|
|
13
LENDER:
AMEGY
BANK NATIONAL ASSOCIATION
By: /s/Kenneth R. Batson,
III
Kenneth R. Batson, III
Vice President
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5654243v.1
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