Exhibit 99
SECOND AMENDMENT TO CREDIT AGREEMENT
dated as of January 9, 1997
among
VINTAGE PETROLEUM, INC.,
as the Borrower,
and
BANK OF MONTREAL,
acting through certain U.S. branches or agencies,
as the Agent for the Lenders
and
CERTAIN COMMERCIAL LENDING INSTITUTIONS,
as the Lenders
SECOND AMENDMENT TO CREDIT AGREEMENT
------------------------------------
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of January 9, 1997 (as
may be amended, restated, supplemented or otherwise modified from time to time,
this "Second Amendment"), is among VINTAGE PETROLEUM, INC., a Delaware
----------------
corporation (the "Borrower"), the various financial institutions as are or may
--------
become parties hereto (collectively, the "Lenders"), and BANK OF MONTREAL,
-------
acting through certain of its U.S. branches or agencies ("Bank of Montreal"), as
----------------
agent (the "Agent") for the Lenders.
-----
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower and Bank of Montreal (in its capacity as Agent and as
Lender) have heretofore entered into that certain Credit Agreement, dated as of
August 29, 1996, as amended (as amended, the "Credit Agreement"); and
----------------
WHEREAS, the Borrower, the Agent and the Lenders now intend to amend the
Credit Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, each of the Borrower, the Agent and the Lenders
agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit Agreement are used
-------------
in this Second Amendment with the same meaning, unless otherwise indicated.
SECTION 2. Amendment to Credit Agreement.
-----------------------------
A. Section 7.2.2 is hereby amended by adding the following clause (r) at
the end of such Section before the period:
"; and (r) Indebtedness of the Borrower in an aggregate outstanding amount
not to exceed $150,000,000 in the aggregate, plus premium and interest to
be issued on or before March 31, 1997; provided such Indebtedness is
--------
subordinated, upon terms satisfactory to the Agent and the Required
Lenders, in right of payment to the payment in full in cash of all
Obligations".
B. Section 7.2.11 is hereby amended (i) by replacing the reference to
"clause (b) of Section 7.2.2" with "clauses (b) or (r) of Section 7.2.2" and
---------- ------------- ----------- --- -------------
(ii) by replacing each reference to "clause (p) of Section 7.2.2" with "clauses
---------- ------------- -------
(p) or (r) of Section 7.2.2".
--- --- -------------
SECTION 3. The Borrowing Base. As of the date of the issuance of the
------------------
subordinated Indebtedness referred to in Section 7.2.2(r), (i) the U.S.
Borrowing Base shall be $225,000,000, (ii) the Argentina Borrowing Base shall be
$45,000,000, and (iii) the Aggregate Borrowing Base shall be $270,000,000;
provided that the U.S. Borrowing Base and the Aggregate Borrowing Base
--------
established pursuant to the foregoing (i) and (iii) shall each be reduced as of
the issuance of such subordinated Indebtedness by an amount equal to the amount,
if any, by which the principal amount of such subordinated Indebtedness is in
excess of $100,000,000.
SECTION 4. Reaffirmation of Credit Agreement. This Second Amendment shall
---------------------------------
be deemed to be an amendment to the Credit Agreement, and the Credit Agreement,
as amended hereby, is hereby ratified, approved and confirmed in each and every
respect. All references to the Credit Agreement in any other document,
instrument, agreement or writing shall hereafter be deemed to refer to the
Credit Agreement as amended hereby.
SECTION 5. Severability. Any provision of this Second Amendment, the
------------
Credit Agreement as amended by this Second Amendment or any other Loan Document
which is prohibited or unenforceable in any jurisdiction shall, as to such
provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Second Amendment, the Credit Agreement as amended by this Second Amendment
or such Loan Document or affecting the validity or enforceability of such
provision in any other jurisdiction.
SECTION 6. Headings. The various headings of this Second Amendment are
--------
inserted for convenience only and shall not affect the meaning or interpretation
of this Second Amendment or any provisions hereof or thereof.
SECTION 7. Execution in Counterparts, Effectiveness, etc. This Second
----------------------------------------------
Amendment may be executed by the parties hereto in several counterparts, each of
which shall be executed by the different parties on different counterparts and
be deemed to be an original and all of which shall constitute together but one
and the same Second Amendment.
SECTION 8. Governing Law; Entire Agreement. THIS SECOND AMENDMENT SHALL
-------------------------------
BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF ILLINOIS. This Second Amendment constitutes the entire understanding
among the parties hereto with respect to the subject matter hereof and
supersedes any prior agreements, written or oral, with respect thereto.
THIS WRITTEN SECOND AMENDMENT REPRESENTS THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
SECTION 9. Successors and Assigns. This Second Amendment shall be binding
----------------------
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that (i) the Borrower may not assign
-------- -------
or transfer its rights or obligations hereunder without the prior written
consent of the Agent and all Lenders; and (ii) the rights of sale, assignment
and transfer of the Lenders are subject to Section 10.11 of the Credit
-------------
Agreement.
SECTION 10. Forum Selection and Consent to Jurisdiction. ANY LITIGATION
-------------------------------------------
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS SECOND
AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS SECOND AMENDMENT OR ANY OTHER
LOAN DOCUMENT, OR ANY COURSE OF
2
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
THE AGENT, THE LENDERS OR THE BORROWER MAY BE BROUGHT AND MAINTAINED IN THE
COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF ILLINOIS. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE
PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE
BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED
MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
ILLINOIS. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE
TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED
TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN
AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE
BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS SECOND
AMENDMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 11. Waiver of Jury Trial. THE AGENT, THE LENDERS AND THE
--------------------
BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS SECOND AMENDMENT, THE CREDIT
AGREEMENT AS AMENDED BY THIS SECOND AMENDMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF THE AGENT, THE LENDERS OR THE BORROWER. THE BORROWER ACKNOWLEDGES
AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A
PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND THE
LENDERS ENTERING INTO THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY
THIS SECOND AMENDMENT AND EACH SUCH OTHER LOAN DOCUMENT.
3
IN WITNESS WHEREOF, the requisite parties hereto have caused this Second
Amendment to be executed by their respective officers thereunto duly authorized
as of the day and year first above written and shall be effective as of such
date.
VINTAGE PETROLEUM, INC.,
as Borrower
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Executive Vice President and
Chief Financial Officer
BANK OF MONTREAL
acting through its U.S. branches
and agencies, including initially
its Chicago, Illinois branch,
as Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director, U.S. Corporate Banking
LENDERS
-------
BANK OF MONTREAL, as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director, U.S. Corporate Banking
THE CHASE MANHATTAN BANK,
as Lender and Lead Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
4
NATIONSBANK OF TEXAS, N.A.,
as Lender and Lead Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: SVP
SOCIETE GENERALE, SOUTHWEST AGENCY,
as Lender and Lead Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
MELLON BANK, N.A.,
as Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
-----------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
Title: First Vice President
ABN AMRO BANK, N.V.,
as Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
By: /s/ N. ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------
Name: N. ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
5
BANK OF OKLAHOMA,
NATIONAL ASSOCIATION
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANQUE PARIBAS,
as Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Group Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
UNION BANK OF CALIFORNIA,
as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
6