EXHIBIT 10.2
FIRST AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein
called this "Amendment"), dated as of December 5, 2000, is entered into by and
among W&T OFFSHORE, INC., a Nevada corporation, as the borrower (the
"Borrower"), the various financial institutions parties hereto, as lenders
(collectively, the "Lenders"), THE TORONTO-DOMINION BANK, as issuer of Letters
of Credit (in such capacity together with any successors thereto, the "Issuer"),
and TORONTO DOMINION (TEXAS), INC., individually and as agent (in such capacity
together with any successors thereto, the "Agent") for the Lenders. Terms
defined in the Credit Agreement (as hereinafter defined) are used herein with
the same meanings as given them therein, unless the context otherwise requires.
W I T N E S S E T H
WHEREAS, the Borrower, the Lenders and the Agent have heretofore entered
into a certain Amended and Restated Credit Agreement, dated as of February 24,
2000 (the "Credit Agreement"); and
WHEREAS, the Borrower, the Lenders, the Issuer, and the Agent now desire to
amend the Credit Agreement to provide for, among other things, the issuance of
letters of credit by the Issuer (as defined hereinafter), as hereinafter
provided;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Borrower, the Lenders, the Issuer, and the Agent hereby
agree as follows:
1. Amendment of Section 1.1. The definitions of "Available Distribution
Amount", "Calculation Date", "Facility Usage", "Lender Parties", "Loan
Documents", "Percentage Share", "Permitted Tax Distribution", and "Quarterly
Distribution Amount" in Section 1.1 of the Credit Agreement are amended hereby
in their entirety to read as follows:
""Available Distribution Amount" means on any date (the "Calculation
Date") the amount equal to (i) the sum of all Quarterly Distribution
Amounts calculated for the period from January 1, 1999, until the end of
the most recent Fiscal Quarter ended on or prior to the Calculation Date
minus (ii) the sum of all Quarterly Distribution Amounts distributed during
such period."
""Calculation Date" is defined in the definition of the term
"Available Distribution Amount"."
""Facility Usage" means, at the time in question, the aggregate
outstanding principal amount of all Loans of all Lenders plus all Letter of
Credit Outstandings of all Issuers."
""Lender Parties" or "Lender Party" means, as the context may require,
Agent, any Lender or any Issuer, or any of their respective successors,
transferees or assigns."
""Loan Documents"means this Agreement, the Acquisition Loan Documents,
the Notes, all Letters of Credit, the Security Documents, any Hedge
Contract between Borrower or its Subsidiaries and any then current Lender
or an Affiliate of any then current Lender, and all other agreements,
amendments, certificates, documents, instruments and writings at any time
delivered in connection herewith or therewith (exclusive of term sheets,
commitment letters, correspondence and similar documents used in the
negotiation hereof, except to the extent the same contain information about
Borrower or its Affiliates, properties, business or prospects)."
""Percentage Share" means, with respect to any Lender (a) when used in
Sections 2.1, 2.5, and 2.11(d), in any Borrowing Notice or when no Loans
are outstanding hereunder, the percentage set forth opposite such Lender's
name on the Lender Schedule attached hereto, and (b) when used otherwise,
the percentage obtained by dividing (i) the sum of the unpaid principal
balance of such Lender's Loans at the time in question plus the aggregate
amount of such Lender's Letter of Credit Outstandings at such time, by (ii)
the sum of the aggregate unpaid principal balance of all Loans at the time
in question plus all Letter of Credit Outstandings at such time."
""Permitted Tax Distribution" means, with respect to any shareholder
of Borrower, distributions by Borrower to such shareholder to pay taxes of
such shareholder attributable to such shareholder's interest in Borrower."
""Quarterly Distribution Amount" means, for each Fiscal Quarter, W&T
LLC's EBITDA minus W&T LLC's capital expenditures for such Fiscal Quarter.
In addition to the foregoing, Borrower may declare and pay to any Persons
dividends payable only in its common stock."
2. Amendment of Section 1.1. Section 1.1 of the Credit Agreement is hereby
amended by inserting in the appropriate alphabetical order the following:
""Adjusted Net Income After Permitted Tax Distributions" means, on any
date, the result of (i) Borrower's Consolidated Net Income minus (ii) the
aggregate amount of Permitted Tax Distributions during such year minus
(iii) the aggregate amount of any extraordinary gain on the sale of assets
(determined in accordance with GAAP) during such year."
""Disbursement" means the amount disbursed by the Issuer on a
Disbursement Date."
""Disbursement Date" is defined in Section 2.11(e)."
""Equity Investment" means relative to any Person, any ownership or
similar interest held by such Person in any other Person consisting of any
purchase or other acquisition of any capital stock, warrants, rights,
options, obligations or other securities of such Person, limited
partnership interests,
membership interest in a limited liability company, or beneficial interests
in a trust."
""Issuance Request"means a request and certificate duly executed by
the chief executive, accounting or financial authorized officer of the
Borrower, substantially in the form of Exhibit I attached hereto (with such
changes thereto as may be agreed upon from time to time by the Agent and
the Borrower)."
""Issuer" means The Toronto-Dominion Bank or any other Lender which
has agreed to issue one or more Letters of Credit at the request of the
Agent (which shall, at the Borrower's request, notify the Borrower from
time to time of the identity of such other Lender)."
""Letter of Credit" is defined in Section 2.11(a)."
""Letter of Credit Commitment" means, relative to any Lender, such
Lender's obligation to issue (in the case of an Issuer) or participate in
(in the case of all Lenders) Letters of Credit pursuant to Section 2.11."
""Letter of Credit Fee" is defined in Section 2.5(c).
""Letter of Credit Outstandings" means, at any time, an amount equal
to the sum of (a) the aggregate Stated Amount at such time of all Letters
of Credit then outstanding and undrawn (as such aggregate Stated Amount
shall be adjusted, from time to time, as a result of drawings, the issuance
of Letters of Credit, or otherwise), plus (b) the then aggregate amount of
all unpaid and outstanding Reimbursement Obligations."
""Reimbursement Obligations" is defined in Section 2.11(f)."
""Stated Amount" of each Letter of Credit means the face amount of
such Letter of Credit or the "Stated Amount" of such Letter of Credit (as
defined therein), in each case, as such amount is in effect on the issuance
date thereof."
""Stated Expiry Date" is defined in Section 2.11(a)."
3. Amendment of Section 1.1. Clause (a) of the definition of "Commitment
Fee Rate" in Section 1.1 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"(a) one-fourth of one percent (0.25%) per annum when the Facility
Usage on such day is less than fifty percent (50%) of the Borrowing Base on
such day,"
4. Amendment of Section 1.5. Section 1.5 of the Credit Agreement is hereby
amended by replacing all occurrences of the phrase "Sections 3.2, 3.3, 3.4, 3.5
or 3.6" with the phrase "Sections 2.11, 3.2, 3.3, 3.4, 3.5 or 3.6".
5. Amendment of Section 2.1. Section 2.1 of the Credit Agreement is hereby
amended in its entirety to read as follows:
"Section 2.1. Commitments to Make Loans; Notes; Participate in Letters
of Credit. Subject to the terms and conditions hereof, each Lender
severally agrees to make loans to Borrower (herein called such Lender's
"Loans") upon Borrower's request from time to time during the Commitment
Period, provided that subject to Sections 3.3, 3.4 and 3.6, all Lenders are
requested to make Loans of the same Type (or participate in Letters of
Credit) in accordance with their respective Percentage Shares and as part
of the same Borrowing. No Lender shall be permitted or required to (a) make
any Loan if, after giving effect thereto (i) the Facility Usage would
exceed the Borrowing Base determined as of the date on which the requested
Loans are to be made or the Commitment, (ii) the Loan by such Lender would
exceed such Lender's Percentage Share of the aggregate amount of Loans then
requested from all Lenders, or (iii) the sum of the aggregate outstanding
principal amount of all Loans of such Lender together with such Lender's
Percentage Share of Letter of Credit Outstandings would exceed such
Lender's Percentage Share of the Borrowing Base then outstanding or the
Commitment; or (b) issue (in the case of an Issuer) or participate in (in
the case of a Lender) any Letter of Credit if, after giving effect thereto
(i) the Facility Usage would exceed the Borrowing Base determined as of the
date on which the requested Letter of Credit is to be issued or the
Commitment; (ii) such Lender's Percentage Share of all Letter of Credit
Outstandings together with the aggregate outstanding principal amount of
all Loans of such Lender would exceed such Lender's Percentage Share of the
Borrowing Base then outstanding or the Commitment; or (iii) all letter of
Credit Outstandings would exceed $5,000,000. The aggregate amount of all
Loans in any Borrowing of ABR Loans must be greater than or equal to
$500,000 (any higher, in multiples of $100,000) or must equal the remaining
availability under the Borrowing Base. The aggregate amount of all Loans in
any Borrowing of Eurodollar Loans must be greater than or equal to $500,000
(any higher, in multiples of $100,000) or must equal the remaining
availability under the Borrowing Base. Borrower may have no more than five
(5) Borrowings of Eurodollar Loans outstanding at any time. The obligation
of Borrower to repay to each Lender the aggregate amount of all Loans made
by such Lender, together with interest accruing in connection therewith,
shall be evidenced by a single promissory note (herein called such Lender's
"Note") made by Borrower payable to the order of such Lender in the form of
Exhibit A with appropriate insertions. The amount of principal owing on any
Lender's Note at any given time shall be the aggregate amount of all Loans
theretofore made by such Lender plus such Lender's Percentage Share of the
Letter of Credit Outstandings minus all payments of principal theretofore
received by such Lender on such Note. Interest on each Note shall accrue
and be due and payable as provided herein and therein, with Eurodollar
Loans bearing interest at the Eurodollar Rate and ABR Loans bearing
interest at the Alternate Base Rate (subject to the applicability of the
Default Rate and limited by the provisions of Section 10.9). Subject to the
terms and conditions hereof, Borrower may borrow, repay, and reborrow
hereunder.
6. Amendment of Section 2.5. Section 2.5 of the Credit Agreement is hereby
amended by inserting the following clauses (c) and (d) after clause (b) thereof:
"(c) Letter of Credit Stated Amount Fee. The Borrower agrees to pay to
the Agent, for the account of each Lender, a participation fee with respect
to its participations in Letters of Credit, for the period from and
including the date of the issuance of such Letter of Credit to (but not
including) the date upon which such Letter of Credit expires, at a rate per
annum equal to Eurodollar Margin on the Stated Amount of such Letter of
Credit, based on a year comprised of three-hundred and sixty (360) days
(such participation fee, "Letter of Credit Fee"). A prorated portion of
such fee shall be payable by the Borrower in arrears on each ABR Payment
Date, and at the end of the Commitment Period for any period then ending
for which such fee shall not theretofore have been paid, commencing on the
first such date after the issuance of such Letter of Credit."
"(d) Letter of Credit Issuance Fee. The Borrower agrees to pay to each
Issuer for its own account an issuance fee for each Letter of Credit issued
by such Issuer equal to 0.0625% of the Stated Amount of such Letter of
Credit. Such fee shall be payable by the Borrower on the date of issuance
of such Letter of Credit. The Borrower also agrees to pay such Issuer's
standard fees with respect to the issuance, amendment, renewal or extension
of any Letter of Credit or processing of drawings thereunder, which fees
shall be payable to such Issuer within ten (10) days after demand."
7. Amendment of Section 2.7. (i) Clause (a) of Section 2.7 of the Credit
Agreement is hereby amended in its entirety to read as follows:
"(a) If at any time the Facility Usage exceeds the Commitment (whether
due to a reduction in the Commitment in accordance with this Agreement, or
otherwise), Borrower shall immediately upon demand prepay the principal of
the Loans (and, upon repayment of all Loans, shall provide cash collateral
as set forth in Section 2.11(g)) in an amount at least equal to such
excess."
(ii) Sub-clause (i) of clause (b) of Section 2.7 of the Credit Agreement is
hereby amended in its entirety to read as follows:
"(i) prepay the principal of the Loans (and, upon repayment in full of
all Loans, shall provide cash collateral to Issuer as set forth in Section
2.11(g)) in an aggregate amount at least equal to such Borrowing Base
Deficiency, or"
(iii) Sub-clause (ii) of clause (b) of Section 2.7 of the Credit Agreement
is hereby amended in its entirety to read as follows:
"(ii) give notice to Agent electing to prepay the principal of the
Loans (and, upon repayment of all Loans, shall provide cash collateral as
set forth in Section 2.11(g)) in up to three monthly installments in an
aggregate amount at least equal to such Borrowing Base Deficiency, with
each such installment equal
to or in excess of one-third of such Borrowing Base Deficiency, and with
the first such installment to be paid one month after the giving of such
notice and the subsequent installments to be due and payable at one month
intervals thereafter until such Borrowing Base Deficiency has been
eliminated, or"
8. Amendment of Article II. Article II of the Credit Agreement is hereby
amended by inserting the following Section 2.11 after Section 2.10 thereof:
"Section 2.11. Letters of Credit. From time to time on any Business
Day prior to the end of the Commitment Period, each Issuer will issue, and
each Lender will participate in, to the extent of each Lender's Percentage
Share, the Letters of Credit, in accordance with the following terms:
(a) Issuance Requests. By delivering to the Agent and the applicable
Issuer an Issuance Request on or before 11:00 a.m., Central time, the
Borrower may request, from time to time during the Commitment Period and on
not less than three (3) nor more than ten (10) Business Days' notice, that
such Issuer issue an irrevocable standby letter of credit in such form as
may be mutually agreed to by the Borrower and such Issuer (each a "Letter
of Credit"), in support of financial obligations of the Borrower incurred
in the Borrower's ordinary course of business and which are described in
such Issuance Request. Upon receipt of an Issuance Request, the Agent shall
promptly notify the Lenders thereof. Each Letter of Credit shall by its
terms: (i) be issued in a Stated Amount which (1) together with all Letter
of Credit Outstandings and all outstanding Loans does not exceed (or would
not exceed) the then Commitment or Borrowing Base or (2) together with all
Letter of Credit Outstandings would not exceed $5,000,000; (ii) be stated
to expire on a date (its "Stated Expiry Date") no later than the earlier
(1) of one year from its date of issuance and (2) the end of the Commitment
Period. So long as no Default has occurred and is continuing, by delivery
to the applicable Issuer and the Agent of an Issuance Request at least
three (3) but not more than ten (10) Business Days prior to the Stated
Expiry Date of any Letter of Credit, the Borrower may request such Issuer
to extend the Stated Expiry Date of such Letter of Credit for an additional
period not to exceed the earlier of (i) one year from its date of extension
or (ii) the end of the Commitment Period.
No Issuer is under any obligation to issue any Letter of Credit if:
(i) any order, judgment or decree of any government agency or arbitrator
shall by its terms purport to enjoin or restrain such Issuer from issuing
such Letter of Credit, or any requirement of applicable Law or any request
or directive (whether or not having the force of law) from any government
agency with jurisdiction over such Issuer shall prohibit, or request that
the Issuer refrain from, the issuance of letters of credit generally or
such Letter of Credit in particular or shall impose upon such Issuer with
respect to such Letter of Credit any restriction, reserve or capital
requirement (for which such Issuer is not otherwise compensated hereunder)
not in effect on the date hereof, or shall impose upon such Issuer any
unreimbursed loss, cost or expense which was not applicable on the date
hereof and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) one
or more of the applicable conditions contained in Article IV is not then
satisfied; (iii) the expiry date of any requested Letter of Credit is prior
to the maturity date of any financial obligation to be supported by the
requested Letter of Credit; (iv) any requested Letter of Credit does not
provide for drafts, or is not otherwise in form and substance acceptable to
such Issuer, or the issuance of a Letter of Credit shall violate any
applicable policies of such Issuer; (v) any standby Letter of Credit is for
the purpose of supporting the issuance of any letter of credit by any other
Person; or (vi) such Letter of Credit is in a face amount denominated in a
currency other than Dollars. The Uniform Customs and Practice for
Documentary Credits most recently published by the International Chamber of
Commerce at the time of issuance of any Letter of Credit shall (unless
otherwise expressly provided in the Letter of Credit) apply to all Letters
of Credit.
(b) Issuances and Extensions. On the terms and subject to the
conditions of this Agreement (including Article IV), the applicable Issuer
shall issue Letters of Credit, and extend the Stated Expiry Dates of
outstanding Letters of Credit, in accordance with the Issuance Requests
made therefor. Each Issuer will make available the original of each Letter
of Credit which it issues in accordance with the Issuance Request therefor
to the beneficiary thereof (and will promptly provide each of the Lenders
and the Borrower with a copy of such Letter of Credit) and will notify the
beneficiary under any Letter of Credit of any extension of the Stated
Expiry Date thereof.
(c) [Intentionally Omitted]
(d) Other Lenders' Participation. Each Letter of Credit issued
pursuant to Section 2.11(b) shall, effective upon its issuance and without
further action, be issued on behalf of all Lenders (including the Issuer
thereof) pro rata according to their respective Percentage Shares. Each
Lender shall, to the extent of its Percentage Share, be deemed irrevocably
to have participated in the issuance of such Letter of Credit and shall be
responsible to reimburse promptly the Issuer thereof for Reimbursement
Obligations which have not been reimbursed by the Borrower in accordance
with Section 2.11(e), or which have been reimbursed by the Borrower but
must be returned, restored or disgorged by such Issuer for any reason, and
each Lender shall, to the extent of its Percentage Share, be entitled to
receive from the Agent a ratable portion of the Letter of Credit Fee
received by the Agent pursuant to Section 2.5(c), with respect to each
Letter of Credit. In the event that the Borrower shall fail to reimburse
any Issuer, or if for any reason Loans shall not be made to fund any
Reimbursement Obligation, all as provided in Section 2.11(e) and in an
amount equal to the amount of any drawing honored by such Issuer under a
Letter of Credit issued by it, or in the event such Issuer must for any
reason return or disgorge such reimbursement, such Issuer shall promptly
notify each Lender of the unreimbursed amount of such drawing and of such
Lender's respective participation therein. Each Lender shall make available
to such Issuer, whether or not any Default shall have occurred and be
continuing, an amount equal to its respective participation in same day or
immediately available funds at the office
of such Issuer specified in such notice not later than 11:00 a.m., Central
time, on the Business Day (under the laws of the jurisdiction of such
Issuer) after the date notified by such Issuer. In the event that any
Lender fails to make available to such Issuer the amount of such Lender's
participation in such Letter of Credit as provided herein, such Issuer
shall be entitled to recover such amount on demand from such Lender
together with interest at the daily average Federal Funds Rate for three
(3) Business Days (together with such other compensatory amounts as may be
required to be paid by such Lender to the Agent pursuant to the Rules for
Interbank Compensation of the council on International Banking or the
Clearinghouse Compensation Committee, as the case may be, as in effect from
time to time) and thereafter at the interest rate applicable to ABR Loans
plus two percent (2%). Nothing in this Section shall be deemed to prejudice
the right of any Lender to recover from any Issuer any amounts made
available by such Lender to such Issuer pursuant to this Section in the
event that it is determined by a court of competent jurisdiction that the
payment with respect to a Letter of Credit by such Issuer in respect of
which payment was made by such Lender constituted gross negligence or
wilful misconduct on the part of such Issuer. Each Issuer shall distribute
to each other Lender which has paid all amounts payable by it under this
Section with respect to any Letter of Credit issued by such Issuer such
other Lender's Percentage Share of all payments received by such Issuer
from the Borrower in reimbursement of drawings honored by such Issuer under
such Letter of Credit when such payments are received.
(e) Disbursements. Each Issuer will notify the Borrower and the Agent
promptly of the presentment for payment of any Letter of Credit, together
with notice of the date (the "Disbursement Date") such payment shall be
made. Subject to the terms and provisions of such Letter of Credit, the
applicable Issuer shall make such payment to the beneficiary (or its
designee) of such Letter of Credit. Prior to 11:00 a.m., Central time, on
the Disbursement Date, the Borrower will reimburse the applicable Issuer
for all amounts which it has disbursed under or in respect of such Letter
of Credit. In the event the applicable Issuer is not reimbursed by the
Borrower on the Disbursement Date, or if such Issuer must for any reason
return or disgorge such reimbursement, the Lenders (including such Issuer)
shall, on the terms and subject to the conditions of this Agreement, fund
the Reimbursement Obligation therefor by making, on the next Business Day,
Loans which are ABR Loans as provided in Section 2.1 (the Borrower being
deemed to have given a timely Borrowing Notice therefor for such amount);
provided, however, for the purpose of determining the availability of the
Commitments to make Loans immediately prior to giving effect to the
application of the proceeds of such Loans, such Reimbursement Obligation
shall be deemed not to be outstanding at such time. To the extent the
applicable Issuer is not reimbursed in full in accordance with the
preceding sentences, the Borrower's Reimbursement Obligation shall accrue
interest at a fluctuating rate determined by reference to the interest rate
applicable to ABR Loans, plus a margin of two percent (2%) per annum,
payable on demand.
(f) Reimbursement. The Borrower's obligation (a "Reimbursement
Obligation") under Section 2.11(e) to reimburse an Issuer with respect to
each Disbursement (including interest thereon), and each Lender's
obligation to make participation payments in each drawing which has not
been reimbursed by the Borrower, shall be absolute and unconditional under
any and all circumstances and irrespective of any setoff, counterclaim, or
defense to payment which the Borrower may have or have had against any
Lender or any beneficiary of a Letter of Credit, including any defense
based upon the occurrence of any Default, any draft, demand or certificate
or other document presented under a Letter of Credit proving to be forged,
fraudulent, invalid or insufficient, the failure of any disbursement to
conform to the terms of the applicable Letter of Credit (if, in the
applicable Issuer's good faith opinion, such disbursement is determined to
be appropriate) or any non-application or misapplication by the beneficiary
of the proceeds of such disbursement, or the legality, validity, form,
regularity, or enforceability of such Letter of Credit; provided, however,
that nothing herein shall adversely affect the right of the Borrower or any
Lender to commence any proceeding against the applicable Issuer for any
wrongful disbursement made by such Issuer under a Letter of Credit as a
result of acts or omissions constituting gross negligence or wilful
misconduct on the part of such Issuer.
(g) Deemed Disbursements. Upon either (i) the occurrence and during
the continuation of an Event of Default pursuant to Section 8.1(j) or the
occurrence of the end of the Commitment Period or (ii) the declaration by
the Agent of all or any portion of the outstanding principal amount of the
Loans and other Obligations to be due and payable and/or the commitments
(if not theretofore terminated) to be terminated as provided in Section
8.1, an amount equal to that portion of Letter of Credit Outstandings
attributable to outstanding and undrawn Letters of Credit shall, at the
election of the applicable Issuer acting on instructions from the Required
Lenders, and without demand upon or notice to the Borrower, be deemed to
have been paid or disbursed by such Issuer under such Letters of Credit
(notwithstanding that such amount may not in fact have been so paid or
disbursed), and, upon notification by such Issuer to the Agent and the
Borrower of its obligations under this Section, the Borrower shall be
immediately obligated to reimburse such Issuer the amount deemed to have
been so paid or disbursed by such Issuer. Any amounts so received by such
Issuer from the Borrower pursuant to this Section shall be held as
collateral security for the repayment of the Borrower's obligations in
connection with the Letters of Credit issued by such Issuer. All amounts on
deposit pursuant to this Section 2.11(g) shall, until their application to
any Obligation or their return to the Borrower, as the case may be, at the
Borrower's written request, be invested in high grade short term liquid
investments as such Issuer may choose in its sole discretion reasonably
exercised, which interest shall be held by the applicable Issuer as
additional collateral security for the repayment of the Borrower's
Obligations under and in connection with the Letters of Credit and all
other Obligations. Any losses, net of earnings, and reasonable fees and
expenses of such investments shall be charged against the principal amount
invested. No Lender Party shall be liable for any loss resulting from any
investment made by
such Issuer at the Borrower's request. Such Issuer is not obligated hereby,
or by any other Loan Document, to make or maintain any investment, except
upon written request by the Borrower. At any time when such Letters of
Credit shall terminate and all Obligations to each Issuer are either
terminated or paid or reimbursed to such Issuer in full, the Obligations of
the Borrower under this Section shall be reduced accordingly (subject,
however, to reinstatement in the event any payment in respect of such
Letters of Credit is recovered in any manner from such Issuer), and such
Issuer will return to the Borrower the excess, if any, of (A) the aggregate
amount held by such Issuer and not theretofore applied by such Issuer to
any Reimbursement Obligation over (B) the aggregate amount of all
Reimbursement Obligations to such Issuer pursuant to this Section, as so
adjusted. At such time when all Events of Default shall have been cured or
waived, if the end of the Commitment Period shall not have occurred for any
reason, each Issuer shall return to the Borrower all amounts then on
deposit with such Issuer pursuant to this Section. Borrower hereby assigns
and grants to such Issuer a continuing security interest in all such
collateral security paid by it to such Issuer, all investments purchased
with such collateral security, and all proceeds thereof to secure its
Obligations under this Agreement, the Notes, and the other Loan Documents,
and Borrower agrees that collateral security and investments shall be
subject to all of the terms and conditions of the Security Documents.
Borrower further agrees that such Issuer shall have all of the rights and
remedies of a secured party under the Uniform Commercial Code as adopted in
the State of Texas with respect to such security interest and that an Event
of Default under this Agreement shall constitute a default for purposes of
such security interest.
(h) Nature of Reimbursement Obligations. The Borrower shall assume all
risks of the acts, omissions, or misuse of any Letter of Credit by the
beneficiary thereof. Neither any Issuer nor any Lender (except to the
extent of its own gross negligence or wilful misconduct) shall be
responsible for: (i) the form, validity, sufficiency, accuracy,
genuineness, or legal effect of any Letter of Credit or any document
submitted by any party in connection with the application for and issuance
of a Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent, or forged; (ii) the
form, validity, sufficiency, accuracy, genuineness, or legal effect of any
instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof
in whole or in part, which may prove to be invalid or ineffective for any
reason; (iii) failure of the beneficiary to comply fully with conditions
required in order to demand payment under a Letter of Credit; (iv) errors,
omissions, interruptions, or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex, facsimile or otherwise; (v) any
loss or delay in the transmission or otherwise of any document or draft
required in order to make a Disbursement under a Letter of Credit or of the
proceeds thereof; (vi) any change in the time, manner or place of payment
of, or in any other term of, all or any of the obligations of the Borrower
in respect of any Letter of Credit; (vii) the existence of any claim,
set-off, defense or other right that the Borrower may have at any time
against any beneficiary or
any transferee of any Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), the Issuer (if other
than the Lender or its Affiliates) or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by
the Letter of Credit or any unrelated transaction; (viii) any payment by an
Issuer under any Letter of Credit against presentation of a draft or
certificate that does not strictly comply with the terms of any Letter of
Credit; or any payment made by an Issuer under any Letter of Credit to any
Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other
representative of or successor to any beneficiary or any transferee of any
Letter of Credit, including any arising in connection with any insolvency
proceeding; or (ix) any other circumstance or happening whatsoever, whether
or not similar to any of the foregoing, including any other circumstance
that might otherwise constitute a defense available to, or a discharge of,
the Borrower or a guarantor. None of the foregoing shall affect, impair, or
prevent the vesting of any of the rights or powers granted any Issuer or
any Lender hereunder. In furtherance and extension, and not in limitation
or derogation, of any of the foregoing, any action taken or omitted to be
taken by any Issuer in good faith shall be binding upon the Borrower and
shall not put such Issuer under any resulting liability to the Borrower.
(i) Increased Costs; Indemnity. If by reason of (i) any change in
applicable law, regulation, rule, decree or regulatory requirement or any
change in the interpretation or application by any judicial or regulatory
authority of any law, regulation, rule, decree or regulatory requirement,
or (ii) compliance by any Issuer or any Lender with any direction, or
requirement of any governmental or monetary authority, including, without
limitation, Regulation D: (1) any Issuer or any Lender shall be subject to
any tax (other than taxes on net income and franchises), levy, charge or
withholding of any nature or to any variation thereof or to any penalty
with respect to the maintenance or fulfillment of its obligations under
this Section 2.11, whether directly or by such being imposed on or suffered
by such Issuer or such Lender; (2) any reserve, deposit or similar
requirement is or shall be applicable, increased, imposed or modified in
respect of any Letters of Credit issued by any Issuer or participations
therein purchased by any Lender; or (3) there shall be imposed on any
Issuer or any Lender any other condition regarding this Section 2.11, any
Letter of Credit or any participation therein, and the result of the
foregoing is directly to increase the cost to such Issuer or such Lender of
issuing or maintaining any Letter of Credit or of purchasing or maintaining
any participation therein, or to reduce any amount receivable in respect
thereof by such Issuer or such Lender, then and in any such case such
Issuer or such Lender may, at any time after the additional cost is
incurred or the amount received is reduced, notify the Agent and the
Borrower thereof, and the Borrower shall pay within ten (10) days of demand
such amounts as such Issuer or Lender may in good faith specify to be
necessary to compensate such Issuer or Lender for such additional cost or
reduced receipt, together with interest on such amount from the date
demanded until payment in full thereof at a rate equal at all times to the
Alternate Base Rate per annum. The determination by such Issuer or
Lender, as the case may be, of any amount due pursuant to this Section, as
set forth in a statement setting forth the calculation thereof in
reasonable detail, shall be rebuttable presumptive evidence of such
amounts.
In addition to amounts payable as elsewhere provided in this Section
2.11, the Borrower hereby indemnifies, exonerates and holds each Issuer,
the Agent and each Lender harmless from and against any and all actions,
causes of action, suits, losses, costs, liabilities and damages, and
expenses incurred in connection therewith (irrespective of whether such
Issuer, the Agent or such Lender is a party to the action for which
indemnification is sought), including reasonable attorneys' fees and
disbursements, which such Issuer, the Agent or such Lender may incur or be
subject to as a consequence, direct or indirect, of the issuance of the
Letters of Credit, other than as a result of the gross negligence or wilful
misconduct of such Issuer as determined by a court of competent
jurisdiction, or the failure of such Issuer to honor a drawing under any
Letter of Credit as a result of any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or
governmental authority."
9. Amendment of Section 3.4 Section 3.4 of the Credit Agreement is hereby
amended in its entirety to read as follows:
"Section 3.4 Availability. If (a) any change in applicable Laws, or in
the interpretation or administration thereof of or in any jurisdiction
whatsoever, domestic or foreign, shall make it unlawful or impracticable
for any Lender Party to fund or maintain Eurodollar Loans (or to
participate in, issue or maintain any Letter of Credit), or shall
materially restrict the authority of any Lender Party to purchase or take
offshore deposits of dollars (i.e., "eurodollars"), or (b) any Lender Party
determines that matching deposits appropriate to fund or maintain any
Eurodollar Loan (or to participate in, issue or maintain any Letter of
Credit) are not available to it, or (c) any Lender Party determines that
the formula for calculating the Adjusted Eurodollar Rate does not fairly
reflect the cost to such Lender Party of making or maintaining Loans (or of
participating in, issuing or maintaining any Letter of Credit) based on
such rate, then, upon notice by such Lender Party to Borrower and Agent,
Borrower's right to elect Eurodollar Loans from such Lender Party shall be
suspended to the extent and for the duration of such illegality,
impracticability or restriction and all Eurodollar Loans (or participations
in, issuances of or maintenance of any Letter of Credit) of such Lender
Party which are then outstanding or are then the subject of any Borrowing
Notice (or Issuance Request) and which cannot lawfully or practicably be
maintained or funded shall immediately become or remain, or shall be funded
as, ABR Loans of such Lender Party. Borrower agrees to indemnify each
Lender Party and hold it harmless against all costs, expenses, claims,
penalties, liabilities and damages which may result from any such change in
Law, interpretation or administration. Such indemnification shall be on an
after-tax basis, taking into account any taxes imposed on the amounts paid
as indemnity."
10. Amendment of Section 3.6 The first sentence of clause (b) of Section
3.6 of the Credit Agreement is hereby amended in its entirety to read as
follows:
"All payments on account of the principal of, and interest on, each
Lender Party's Loans and Note and all payments in respect of any
Reimbursement Obligation, and all other amounts payable by Borrower to any
Lender Party hereunder, shall be made in full without set-off or
counterclaim and shall be made free and clear of and without deductions or
withholdings of any nature by reason of any Reimbursable Taxes, all of
which will be for the account of Borrower."
11. Amendment of Section 4.3. (i) The first sentence of Section 4.3 of the
Credit Agreement is hereby amended in its entirety to read as follows:
"Section 4.3. Additional Conditions Precedent to All Loans and Letters
of Credit. No Lender has any obligation to make any Loan (including its
first) and no Issuer has any obligation to issue any Letter of Credit
(including its first), unless the following conditions precedent have been
satisfied:"
(ii) Clauses(a), (b) and (d) of Section 4.3 of the Credit Agreement is
hereby amended by replacing all occurrences of the phrase "such Loan" with the
phrase "such Loan or the date of issuance of such Letter of Credit".
(iii) Clause(e) of Section 4.3 of the Credit Agreement is hereby amended in
its entirety to read as follows:
"(e) The making of such Loan or the issuance of such Letter of Credit
shall not be prohibited by any Law and shall not subject any Lender or any
Issue to any penalty or other onerous condition under or pursuant to any
such Law."
12. Amendment of Section 7.6. Section 7.6 of the Credit Agreement is hereby
amended in its entirety to read as follows:
"Section 7.6 Limitation on Distributions; Redemptions and Prepayments
of Indebtedness. No Restricted Person will make any Distribution, except as
expressly provided in this section, and no Restricted Person will redeem,
purchase, prepay or defease any Indebtedness, other than the Obligations,
prior to the original maturity thereof. Distributions may be made:
(i) by Borrower to any of its shareholders on any date in an amount
not to exceed the Available Distribution Amount, or
(ii) by Borrower to its shareholders, provided such distribution is a
Permitted Tax Distribution, or
(iii) by Borrower to its shareholders, provided that (a) the amount of
all distributions pursuant to this Section 7.6(iii) during such year and
any Equity Investments during such year do not, in the aggregate, exceed
$10,000,000 per year, (b) such distribution occurs within thirty (30) days
of the receipt by Agent of
updated monthly financial reports in form and substance satisfactory to
Agent, in its sole discretion, accompanied by a certificate of an
authorized officer of the Borrower certifying to the truth, correctness and
completeness of such reports, (c) the ratio of (X) EBITDA to (Y)
Consolidated Interest of Borrower for the Four Quarter Period then ended
shall not be less than 8.0 to 1.0, (d) after giving effect to such
distribution, the Facility Usage on such date is less than seventy-five
percent (75%) of the Borrowing Base on such date, and (e) the amount of all
distributions pursuant to this Section 7.6(iii) during such year and any
Equity Investments during such year do not, in the aggregate, exceed fifty
percent (50%) of Adjusted Net Income After Permitted Tax Distributions; or
(iv) by Subsidiaries of Borrower without limitation to Borrower;
provided, that the computation of the amount of any such distribution
described in clauses (i), (ii), (iii) and (iv) above shall have been proven
by Borrower to the reasonable satisfaction of Agent, and, provided further
that no such distribution described in clauses (i), (ii), (iii) and (iv)
above shall be permitted if (a) an Event of Default has occurred and is
continuing, (b) an Event of Default would occur as a result of such
distribution, or (c) a Borrowing Base Deficiency exists."
13. Amendment of Section 7.7. Section 7.7 of the Credit Agreement is hereby
amended by inserting the following directly after the last sentence of Section
7.7:
"Notwithstanding the foregoing, Borrower may make an Equity Investment
in any Person, provided that (a) the amount of all Equity Investments
during such year and distributions pursuant to Section 7.6(iii) during such
year do not, in the aggregate, exceed $10,000,000 per year, (b) such Equity
Investment occurs within thirty (30) days of the receipt by Agent of
updated monthly financial reports in form and substance satisfactory to
Agent, in its sole discretion, accompanied by a certificate of an
authorized officer of the Borrower certifying to the truth, correctness and
completeness of such reports, (c) the ratio of (X) EBITDA to (Y)
Consolidated Interest of Borrower for the Four Quarter Period then ended
shall not be less than 8.0 to 1.0, (d) after giving effect to such Equity
Investment, the Facility Usage on such date is less than seventy-five
percent (75%) of the Borrowing Base on such date, and (e) the amount of all
Equity Investments during such year and distributions pursuant to Section
7.6(iii) during such year do not, in the aggregate, exceed fifty percent
(50%) of Adjusted Net Income After Permitted Tax Distributions;
provided, that the computation of the amount of any such Equity
Investment described above shall have been proven by Borrower to the
reasonable satisfaction of Agent, and, provided further that no such Equity
Investment described above shall be permitted if (a) an Event of Default
has occurred and is continuing, (b) an Event of Default would occur as a
result of such Equity Investment, or (c) a Borrowing Base Deficiency
exists."
14. Amendment of Section 8.1. (i) The second sentence of the last paragraph
of Section 8.1 of the Credit Agreement is hereby amended in its entirety to the
following:
"Upon any such acceleration, any obligation of any Lender to make any
further Loans hereunder and any obligation of any Issuer to issue Letters
of Credit hereunder shall be permanently terminated."
(ii) Clause(1) of the last paragraph of Section 4.3 of the Credit Agreement
is hereby amended in its entirety to the following:
"(1) terminate any obligation of Lender to make Loans hereunder and
any obligation of any Issuer to issue Letters of Credit hereunder, and"
15. Amendment of Section 10.1. Clause (a) of Section 10.1 of the Credit
Agreement is hereby amended by deleting the word "and" between sub-clause (ii)
and sub-clause (iii) and inserting after the phrase "in Section 10.9)" and
before the "."the following:
"and (iv) if such party is Issuer, by Issuer"
16. Amendment of Section 10.6. Sub-clause (i) of clause (b) of Section 10.6
of the Credit Agreement is hereby amended in its entirety to read as follows:
"(i) Each such assignment shall apply to all Obligations owing to the
assignor Lender hereunder and to the unused portion of the assignor
Lender's commitments, so that after such assignment is made the assignor
Lender shall have a fixed (and not a varying) Percentage Share in its
Loans, Letter of Credit Outstandings and Note and be committed to make that
Percentage Share of all future Loans and participations in Letters of
Credit, the assignee shall have a fixed Percentage Share in such Loans,
Letter of Credit Outstandings and Note and be committed to make that
Percentage Share of all future Loans and participations in Letters of
Credit, and the Percentage Share of the aggregate of the Commitment and the
Acquisition Commitment of both the assignor and assignee shall equal or
exceed $5,000,000."
17. Amendment of Section 10.14. Section 10.14 of the Credit Agreement is
hereby amended in its entirety to read as follows:
"Section 10.14. Release of Collateral. Agent and each Lender Party
hereby agree that so long as no Event of Default shall have occurred and be
continuing Agent shall release from the Security Documents, upon written
request by Borrower and at Borrower's expense, interests in oil and gas
properties sold by any Restricted Person in compliance with Section 7.5(c),
upon receipt of the indefeasible prepayment of the Loans and Letter of
Credit Outstandings required in connection with such sale, if any. No
further authorization from any Lender Party shall be required in connection
with any such release."
18. Addition of Exhibit I. The Credit Agreement is hereby amended by adding
Exhibit A to this Amendment as Exhibit I thereto.
19. Redetermination of the Borrowing Base. As of the date hereof, the Agent
and the Lenders agree that the Borrowing Base shall be $105,000,000, subject to
redetermination pursuant to Section 2.9 or reduction pursuant to Section 7.5(c).
20. To induce each Lender Party to enter into this Amendment, the Borrower
hereby reaffirms, as of the date hereof, its representations and warranties
contained in Article V of the Credit Agreement (except to the extent such
representations and warranties relate solely to an earlier date) and
additionally represents and warrants as follows:
(a) The Borrower (i) is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada, (ii) has all requisite
corporate power and authority to own its assets and to carry on its business as
now conducted and proposed to be conducted, (iii) is duly qualified to do
business and is in good standing in all other jurisdictions where the nature of
its business requires it to be so qualified and where the failure to so qualify
would materially and adversely affect the business, assets, properties or
condition (financial and otherwise), of the Borrower;
(b) The execution, delivery and performance by the Borrower of this
Amendment are within the Borrower's corporate powers, have been duly authorized
by all necessary action of the Borrower, require, in respect of the Borrower, no
action by or in respect of, or filing with, any governmental authority which has
not been performed or obtained and do not contravene, or constitute a default
under, any provision of Law or regulation (including, without limitation,
Regulation X issued by the Board of Governors of the Federal Reserve System
applicable to the Borrower or Regulation U issued by the Board of Governors of
the Federal Reserve System) or the articles of incorporation or the bylaws of
the Borrower or any agreement, judgment, injunction, order, decree or other
instrument binding upon the Borrower or result in the creation or imposition of
any Lien on any asset of the Borrower except as contemplated by the Loan
Documents;
(c) This Amendment is a legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms.
21. Issuer As A Party To The Credit Agreement.
(a) The Toronto-Dominion Bank agrees to become a party to the Credit
Agreement and to have the rights and perform the obligations of Issuer under the
Credit Agreement and any other Loan Document, and to be bound in all respects as
Issuer by the terms of the Credit Agreement and any other Loan Document
effective as of the date hereof.
(b) The Toronto-Dominion Bank (i) confirms that it has received a copy of
the Credit Agreement (including all exhibits and schedules thereto), together
with such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Amendment and (ii)
agrees that it will perform in accordance with their terms, all of the
obligations which by the terms of the Credit Agreement are required to be
performed by it as Issuer.
(c) As of the date hereof, each of the parties hereto agree that The
Toronto-Dominion Bank shall be a party to the Credit Agreement and to the extent
provided in the Credit Agreement, have the rights and obligations of Issuer
thereunder.
22. Conditions Precedent: The effectiveness of this Amendment shall be
subject to the prior or concurrent satisfaction, on or before December 5, 2000,
of the conditions precedent that the Agent shall have received all of the
following, in form and substance satisfactory to the Agent, and, if applicable,
in sufficient number of signed counterparts:
(a) This Amendment, duly executed by the Borrower, the Agent, Issuer and
each Lender;
(b) That certain First Amendment to Second Amended and restated Subsidiary
Guaranty, dated as of the date hereof, duly executed by the Agent and W&T LLC;
(c) That certain First Amendment to Amended and restated Security
Agreement, dated as of the date hereof, duly executed by the Agent and Borrower;
and
(d) An amendment fee, for the pro rata account of each of the Lenders
hereto of $150,000 ($112,500 (0.125% times $90,000,000) plus $37,500 (0.25%
times the incremental amount of Borrowing Base in excess of $90,000,000)).
23. This 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. This
Amendment is a Loan Document.
24. THIS AMENDMENT SHALL BE DEEMED A CONTRACT AND INSTRUMENT MADE UNDER THE
LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF THE UNITED
STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
25. Any provision of this Amendment that 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 Amendment or affecting the
validity or enforceability of such provision in any other jurisdiction.
26. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument, and any party
hereto may execute this Amendment by signing one or more counterparts. Any
signature hereto delivered by a party by facsimile transmission shall be deemed
to be an original signature hereto.
27. This Amendment shall be binding upon the Borrower and its successors
and permitted assigns and shall inure, together with all rights and remedies of
each Lender Party hereunder, to the benefit of each Lender Party and the
respective successors, transferees and assigns.
[Remainder of page intentionally blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
BORROWER:
W&T OFFSHORE, INC.,
a Nevada corporation
By: /s/ ▇. ▇▇▇▇ ▇▇▇
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Name: ▇. ▇▇▇▇ Lea
Title: CFO
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
AGENT:
TORONTO DOMINION (TEXAS), INC.,
as Agent and as Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Address: ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Energy Group
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
LENDERS:
FORTIS CAPITAL CORP.,
as Lender
By: /s/ illegible
-----------------------------------------------
Name:
Title:
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
NATEXIS BANQUES POPULAIRES,
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Senior Vice President and
Regional Manager
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇. ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
BANK ONE, TEXAS, N.A.,
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇
Title: First Vice President
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
BANK OF SCOTLAND,
as Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CHRISTIANIA BANK OG KREDITKASSE
ASA, NEW YORK BRANCH, as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇▇▇▇▇
Title: First Vice President Senior Vice President
Address: ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
ISSUER:
THE TORONTO-DOMINION BANK,
as Issuer
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Mgr. Syndications & Credit Admin
Address: ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
EXHIBIT A
TO AMENDMENT
EXHIBIT I
[FORM OF] ISSUANCE REQUEST
Issuance Request
Toronto Dominion (Texas), Inc.
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention:
----------------------------
Re: W&T Offshore, Inc.
Ladies and Gentlemen:
This Issuance Request is delivered to you pursuant to Section 2.11(b) of
that certain Amended and Restated Credit Agreement, dated as of February 24,
2000 (together with all amendments and other modifications, if any, from time to
time made thereto, the "Credit Agreement"), by and among W&T Offshore, Inc., a
Nevada corporation (the "Borrower"), the various financial institutions as are,
or may from time to time become, parties thereto (collectively, the "Lenders"),
The Toronto-Dominion Bank, as issuer of Letters of Credit (in such capacity,
together with any successors thereto, the "Issuer"), and Toronto Dominion
(Texas), Inc., individually and as agent (in such capacity, together with any
successor(s) thereto in such capacity, the "Agent") for the Lenders. Terms used
herein have the meanings provided in the Credit Agreement unless otherwise
defined herein or the context otherwise requires.
The Borrower hereby requests that the Issuer issue a Letter of Credit on
[Date] in the aggregate Stated Amount of [and in the form attached
----------
hereto]./1/
The beneficiary of the requested Letter of Credit will be
-----------------,
and such Letter of Credit will be in support of the [Provide Description] and
will have a Stated Expiry Date of [Date]. The following documents will be
required upon presentation: [Provide Description]
Attached hereto is an executed copy of an [Application for Letter of Credit]
----------
/1/ Include where the Borrower is providing the form of Letter of Credit
requested to be issued.
IN WITNESS WHEREOF, the Borrower has caused this Issuance Request to be
executed and delivered by its duly authorized officer this day of
---
, 20 .
---------- --
BORROWER:
W&T OFFSHORE, INC.,
a Nevada corporation
By:
-------------------------------------------
Name:
Title:
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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