FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this
"AmendmenT') is entered into as of November 30, 2005, by and
among EBS OIL AND GAS PARTNERS PRODUCTION CO., L.P., it Texas
limited partnership ("Borrower"), EBS OIL AND GAS PARTNERS
PRODUCTION GP, LLC, a Texas limited partnership ("EBS GP"), EBS
OIL AND GAS PARTNERS OPERATING CO., L.P., a Texas limited
partnership ("EBB Oil Co" and EBS Op Co and EBS GP are each a
"Guarantor" and collectively, "Guarantors"). and WBSTSIDE ENERGY
CORPORATION, a Nevada corporation ("Westside"), as administrative
agent and sole Lender.
RECITALS:
A. Westside is the assignee of all of the rights and
interests of the Administrative Agent and the Lenders pursuant to
that certain Credit Agreement dated as of May 20, 2005 (as amended
by First Amendment to Credit Agreement dated as of August 20,
2005, and as further amended, restated, or modified from time to
time, the "Credit Aereement");
B. As of the date hereof, Westsfde. shall be the sole
Lender and Administrative Agent under the Credit Agreement; and
C. Westside and Borrower desire to amend the Credit
Agreement to extend the maturity date of the Notes and amend
certain other matters.
NOW, THEREFORE, for and in consideration .of the mutual covenants and
agreements herein contained, the parties to this Amendment hereby agree as
follows:
SECTION 1. Terms Defined in Agreement. As used in this
Amendment, except as may otherwise be provided herein, all
capitalized term~ which are defined in the Credit Agreement shall
have the same meaning herein as therein, all of such terms and
their definitions being incorporated herein by reference.
SECTION 2.. Amendments to Agreement. Subject to
the conditions precedent set forth in Section 3 hereof,
the Credit Agreement is hereby amended as follows:
(i) Section 1.1. Definitions. The following definitions
are modified or amended as follows:
(a) The definition of "Lender" is deleted in its entirety
and replaced with the following:
"Lender" means Westside.
(b) "Stated Maturity Date" is deleted in its entirety and
replaced with the following:
"Stated Maturity Date" shall mean January 31,2006.
(c) The following definition is added:
"Westside" shall mean Westside Energy Corporation,
a Nevada Corporation
SECTION 3. Consent to Assignment. Borrower and tbe Guarantors hereby
consent to the assignment of the Notes and Loan Documents to Westside pursuant
to that certain Assignment of Notes and Liens dated of even date herewith (the
"Assignment").
SECTION 4. Westside as Administrative Ascnt. Westside, in its capacity
as Lender, hereby appoints itself as successor Administrative Agent under the
Credit Agreement; and Borrower consents to and acknowledges such appointment.
SECTION 4. Conditions of Effectiveness. The obligations of
Administrative Agent and the Lender to amend the Credit Agreement as provided
in this Amendment are subject to the fulfillment of the following conditions
precedent:
(a) Borrower shall have delivered to Administrative Agent duly
executed multiple counterparts of this Amendment;
(b) no Material Adverse Effect shall have occurred; and
(c) no Event of Default shalf have occurred.
SECTION 5. Representations and Warranties of Borrower. The Borrower
represents and warrants to Administrative Agent and Lenders, with full
knowledge. that Administrative Agent and Lenders are relying on the
following representations and warranties in executing this Amendment,
as follows:
(a) The Borrower has organizational power and authority to
execute., deliver and perform this Amendment, and all respective
organizational action on the part of Borrower requisite for the
due execution, delivery and performance of this Amendment has
been duly and effectively taken.
(b) The Credit Agreement as amended by this Amendment and the
Loan Documents and each and every other document executed and delivered
in connection with this Amendment to which Borrower is a party
constitute the legal, valid and binding obligations of Borrower to the
extent it is a party ther~to, and is enforceable against Borrower in
accordance with tbeir respective terms.
( c) This Amendment does not and will not violate any provisions of any
of the Organization Documents of Borrower, or any contract, agreement,
instrument or requirement of any Governmental Authority to which
Borrower is subject. Borrower's execution of this Amendment will not
result in the creation or imposition of any lien upon any properties of
Botrow~r, othet than those permitted by the Credit Agreement and this
Amendment.
(d) Execution, delivery and perfQrmance of this Amendment by
Borrower does not require tbe consent or approval of any oth~ Person,
including, without limitation, any regulatory authority or governmental
body of the United States of America or any state thereof or any
political subdivision of the United States of Americ.a or any state.
thereof.
(e) As of the date of this Amendment, Borrower is solvent.
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(f) After giving effect to this Amendment, no Default or Event
of Default exists, and no Default or Event of Default will exist) and
all of the representations and warranties contained in the Credit
Agreement and all instruments and documents executed pursuant thereto
or contentpla:▇▇▇ thereby are true and correct in all material respects
on and as of this date other than those which have been disclosed to
Administrative Agent in writing.
(g) Nothing in this Section 5 of this Amendment is intended to
amend any of the representations or warranties cont~!ined in the Credit
Agreement or the Loan Documents to which Borrower is a party.
SECTION 6. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness of this Amendment. on and ▇▇▇.▇▇ the
date hereof, each reference in the Credit Agreement to "this Credit
Agreement," "hereunder," "hereof," "hetein," or words of like
import,shalJ mean and be a reference to the Credit Agreement as amended
hereby.
(b) Except as specifically amended by this Amendment, the
Credit Agreement shall remain in full force and effect and is heteby
ratified and confirmed.
SECTION 7. Extent of Amendments. Except as otherwise expressly provided
herein, the Credit Agreement and the other Loan Documents are not amended,
modified or affected by this Amendment. Borrower ratifies and confirms that (i)
except as expressly amended hereby, all of the terms, conditions; covenants,
representations. warranties and all other provisions of the Credit Agreememt
remain in full force and effect, (ii) each of the other Loan Documents are and
remain in full force and effect in accordance witb their respective terms,
(iii) the Notes executed pursuant to this Amendment, amend, renew, extend,
modify, replace, restate, are substitutes for, and supersede in their entirety
(but are not in extinguishment or novation of) the Prior Notes and (iii) the
CoUateral is unimpaired by this Amendment.
SECTION 8. Grant and Affirmation of Security Interest. Borrower hereby
confirms and agrees that (i) any and aU liens, security interests and other
security or Collateral now or hereafter held by Administrative Agent for the
benefit of; and as representative of, the Lenders as security for payment and
performance of the obligations hereby are renewed and carried forth to secure
payment and performance of all of the Obligations and (ii) Administrative Agent
is hereby authorized to file, in any jurisdiction where Administrative Party
deems necessary, financing statements or amendments to financing statements to
maintain and continue the validity and priority of its security interests in
the Property. The Loan Documents, as such may be amended in accordance
herewith, are and remain legal, valid and binding obligations of the parties
thereto, enforceable in accordance with their respective terms.
SECTION 9. Reaffirmation of Guarantv. Guarantors hereby ratify and
confirm that, after giving effect to the Assignment and this Amendment, the
obligations of the Guarantors pursuant to the Guaranty. remain in full force
and effect as written.
SECTION 10. Claims. As additional consideration to the execution,
delivery, and performance of this Amendment by the parties hereto and to induce
Lenders to enter into this Amendment, Borrower represents and warrants that
Borrower knows of no defenses, counterclaims or rights of setoff to the payment
of any indebtedness of Borrower to Lenders.
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SECTION 11. Execution and Counterparts. This Amendment may be executed
in a number of counterparts and by different parties hereto in separate
counterparts, eacb of whi when so executed and delivered shall be deemed to be
an original and aU of which taken togett shan constitute. but one and the.
s.ame instrument. Delivery of an executed counterpart of tt Amendment by
facsimile shall be equally as effective as delivery of a manually ex~cut
counterpart of this Amendment.
SECTION 12. Governing Law. This Amendment shall be governed by and
construed accordance with the laws of the State of Texas.
SECTION 13. Headings. Section headings in this Amendment are included
herein for convenience and reference only and shall not constitute a part of
this Amendment for any oth purpose,
SECTION 14. No Waiver. Except to the extent specifically provided
herein, Borrow agrees that no Event of Default and no Default has been waived
or remedied by the execution this Amendment by Administrative Agent or the
Lenders, and any such Default or Event Default heretofore arising and currently
continuing shall continue after the execution al delivery hereof. Except to
.the extent specifically provided herein. nothing contained in th Amendment nor
any past indulgence by the Administrative Agent or any Bank nor any oth action
or inaction on behalf of Administrative Agent or any Bank (i) shall constitute
or be deemed to constitute a waiver of any Defaults or Events of Default wltich
may exist under the Credit Agreement or the other Loan Documents, or (ii) shall
constitute or be deemed to constitu an election of remedies by Administrative
Agent or any Bank or a waiver of any of the rights or remedies of
Administrative Agent or any Bank provided in the Credit Agreement or the other
Loan Documents or otherwise afforded at law or in equity.
SECTION IS. NO ORAL AGREEMENTS. THE CREDIT AGREEMENT (A
AMENDED BY 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 ORA AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF.. the parties hereto have caused this Amendment to
executed and delivered in Dallas, Texas by their proper and duly authorized
officers as of and year first above written.
BORROWER:
EBS OIL AND GAS PARTNERS
PRODUCTION CO., L.P.
By:
EBS OIL AND GAS PARTNERS PRODUCTION GP, LLC, its General Partner
By:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇. II
Member & Board Member
GUARANTORS:
EBS OIL AND GAS PARTNERS
PRODUCTION GP, LLC
By:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, n Member & Board Member
EBS OIL AND GAS PARTNERS
OPERATING CO., L.P.
By:
EBS OIL AND GAS PARTNERS OPERATING GP, LLC, its
General.Partner
By:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇ Member & Board Member
ADMINISTRATIVE AGENT AND SOLE LENDER:
WESTSIDE ENERGY CORPORATION
By:
Printed Name:
Title:
1M WITNESS WHEREOF, the parties hereto bave caused this Amendment to be
duly executed and delivered n Dallas, Texas by their ▇▇▇▇▇ and duly
authorized offioers as of the day and year first above written.
.
BORROWER:
EBS OIL AND GAS
PARTNERS PRODUCTION CO., L.P.
By:
By:
EBS OIL AND GAS PARTNERS PRODUCTION GP, LLC, its General
Partner
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇
Member & Board Member
GUARANTORS:
EBS OIL AND GAS
PARTNERS PRODUCTION
GP, LLC
By:
EBS OIL AND GAS PARTNERS OPERATING
CO, L.P.
By: EBS. OIL AND GAS PARTNERS OPERATING
GP, LLC,. its General Partner
By: