Attached files
file | filename |
---|---|
8-K - FORM 8-K - WHITING PETROLEUM CORP | d75197e8vk.htm |
EX-99.1 - EX-99.1 - WHITING PETROLEUM CORP | d75197exv99w1.htm |
Exhibit 4.1
EXECUTION VERSION
SECOND AMENDMENT TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
dated as of
August 9, 2010
among
WHITING PETROLEUM CORPORATION,
as Parent Guarantor,
as Parent Guarantor,
WHITING OIL AND GAS CORPORATION,
as Borrower,
as Borrower,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
as Administrative Agent,
and
The Lenders Party Hereto
BANK OF AMERICA, N.A. and
WELLS FARGO BANK, N.A.,
as Syndication Agents
WELLS FARGO BANK, N.A.,
as Syndication Agents
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and
COMPASS BANK,
as Documentation Agents
COMPASS BANK,
as Documentation Agents
J.P. MORGAN SECURITIES INC.,
as Sole Lead Arranger and Sole Bookrunner
as Sole Lead Arranger and Sole Bookrunner
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT
AGREEMENT
AGREEMENT
THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this Second
Amendment) dated as of August 9, 2010, is among WHITING PETROLEUM CORPORATION, a
Delaware corporation, as the Parent Guarantor, WHITING OIL AND GAS CORPORATION, a Delaware
corporation, as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the
other Agents the Lenders party hereto.
RECITALS
A. The Parent Guarantor, the Borrower, the Administrative Agent, other parties as agents and
the Lenders are parties to that certain Fourth Amended and Restated Credit Agreement dated as of
April 28, 2009 (as amended by that certain First Amendment to Fourth Amended and Restated Credit
Agreement dated as of June 15, 2009, and as further amended from time to time, the Credit
Agreement), pursuant to which the Lenders have made certain loans to and extensions of credit
for the account of the Borrower.
B. The Borrower has requested and the Majority Lenders have agreed to amend certain provisions
of the Credit Agreement.
C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined
herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all
article and section references in this Second Amendment refer to articles and sections of the
Credit Agreement.
Section 2. Amendments to Credit Agreement.
2.1
Amendments to Section 1.02.
(a) The definition of Agreement is hereby deleted and replaced in its entirety to
read as follows:
Agreement means this Credit Agreement, as amended by the First
Amendment, the Second Amendment and as the same may from time to time be amended,
modified, supplemented or restated.
(b) The definition of Second Amendment is hereby added where alphabetically appropriate to
read as follows:
Second Amendment means the Second Amendment to Fourth Amended and
Restated Credit Agreement dated as of August 9, 2010 among the Parent
1
Guarantor, the Borrower, the Administrative Agent and the other Agents and the
Lenders party thereto.
2.2 Redemption of Senior Notes. Section 9.04(b)(i) is hereby amended in its entirety
to read as follows:
(b) (i) Redemption of the Senior Notes. The Parent Guarantor may prior to September
30, 2010 Redeem its $150.0 million 7-1/4% Senior Subordinated Notes due 2012 for a
price equal to par plus accrued and unpaid interest and its $220.0 million 7-1/4%
Senior Subordinated Notes due 2013 for a price equal to 101.8125% of the principal
amount plus accrued and unpaid interest if immediately after giving effect to such
Redemption, the Borrower has unused availability of not less than the greater of (1)
$100,000,000 or (2) 10% of the then effective Borrowing Base;
Section 3. Conditions Precedent. This Second Amendment shall not become effective until
the date on which each of the following conditions is satisfied (or waived in accordance with
Section 12.02 of the Credit Agreement) (the Second Amendment Effective Date):
3.1 The Administrative Agent shall have received from the Majority Lenders, the Borrower and
each Guarantor, counterparts (in such number as may be requested by the Administrative Agent) of
this Second Amendment signed on behalf of such Persons.
3.2 The Administrative Agent shall have received such other documents as the Administrative
Agent or special counsel to the Administrative Agent may reasonably request.
3.3 No Default or Event of Default shall have occurred and be continuing, both prior and after
giving effect to the terms of this Second Amendment.
The Administrative Agent is hereby authorized and directed to declare this Second Amendment to be
effective when it has received documents confirming or certifying, to the satisfaction of the
Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of
such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon
all parties to the Credit Agreement for all purposes.
Section 4. Miscellaneous.
4.1 Confirmation. The provisions of the Credit Agreement, as amended by this Second
Amendment, shall remain in full force and effect following the effectiveness of this Second
Amendment.
4.2 Ratification and Affirmation; Representations and Warranties. Each of the
Borrower and each Guarantor hereby (a) ratifies and affirms its respective obligations under, and
acknowledges, renews and extends its respective continued liability under, each Loan Document to
which it is a party and agrees that each Loan Document to which it is a party remains in full force
and effect, except as expressly amended hereby, notwithstanding the amendments contained herein and
(b) represents and warrants to the Lenders that, as of the date hereof, after
2
giving effect to the terms of this Second Amendment: (i) all of the representations and
warranties contained in each Loan Document to which it is a party are true and correct, except to
the extent any such representations and warranties are expressly limited to an earlier date, in
which case, such representations and warranties shall continue to be true and correct as of such
specified earlier date and (ii) no Default has occurred and is continuing.
4.3 Loan Document. This Second Amendment is a Loan Document as defined and
described in the Credit Agreement and all of the terms and provisions of the Credit Agreement
relating to Loan Documents shall apply hereto.
4.4 Counterparts. This Second 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. Delivery of this Second Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.
4.5 GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
4.6 Severability. Any provision of this Second Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
4.7 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and its respective successors and assigns.
[SIGNATURES BEGIN NEXT PAGE]
3
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly
executed as of the date first written above.
PARENT GUARANTOR: | WHITING PETROLEUM CORPORATION |
|||
By: | /s/ Michael J. Stevens | |||
Name: | Michael J. Stevens | |||
Title: | Vice President and Chief Financial Officer | |||
BORROWER: | WHITING OIL AND GAS CORPORATION |
|||
By: | /s/ Michael J. Stevens | |||
Name: | Michael J. Stevens | |||
Title: | Vice President and Chief Financial Officer | |||
ADMINISTRATIVE AGENT: | JPMORGAN CHASE BANK, N.A. |
|||
By: | /s/ Ryan Fuessel | |||
Name: | Ryan Fuessel | |||
Title: | Senior Vice President | |||
SYNDICATION AGENTS: | BANK OF AMERICA, N.A. |
|||
By: | /s/ Stephan J. Hoffman | |||
Name: | Stephan J. Hoffman | |||
Title: | Managing Director | |||
WELLS FARGO BANK, N.A. |
||||
By: | /s/ Tim Green | |||
Name: | Tim Green | |||
Title: | Vice President | |||
[Signature Page to Second Amendment]
DOCUMENTATION AGENTS: | CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK |
|||
By: | /s/ Darrell Stanley | |||
Name: | Darrell Stanley | |||
Title: | Managing Director | |||
By: | /s/ Sharada Manne | |||
Name: | Sharada Manne | |||
Title: | Director | |||
COMPASS BANK |
||||
By: | /s/ Greg Determann | |||
Name: | Greg Determann | |||
Title: | Vice President | |||
LENDERS: | JPMORGAN CHASE BANK, N.A. |
|||
By: | /s/ Ryan Fuessel | |||
Name: | Ryan Fuessel | |||
Title: | Senior Vice President | |||
BANK OF AMERICA, N.A. |
||||
By: | ||||
Name: | ||||
Title: | ||||
WELL FARGO BANK, N.A. |
||||
By: | /s/ Tim Green | |||
Name: | Tim Green | |||
Title: | Vice President | |||
[Signature Page to Second Amendment]
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK |
||||
By: | /s/ Darrell Stanley | |||
Name: | Darrell Stanley | |||
Title: | Managing Director | |||
By: | /s/ Sharada Manne | |||
Name: | Sharada Manne | |||
Title: | Director | |||
COMPASS BANK |
||||
By: | /s/ Greg Determann | |||
Name: | Greg Determann | |||
Title: | Vice President | |||
U.S. BANK NATIONAL ASSOCIATION |
||||
By: | /s/ Bruce E. Hernandez | |||
Name: | Bruce E. Hernandez | |||
Title: | Vice President | |||
UNION BANK, N.A. (formerly known as Union Bank of California, N.A.) |
||||
By: | /s/ Whitney Randolph | |||
Name: | Whitney Randolph | |||
Title: | Vice President | |||
BANK OF SCOTLAND plc |
||||
By: | /s/ Julia R. Franklin | |||
Name: | Julia R. Franklin | |||
Title: | Assistant Vice President | |||
[Signature Page to Second Amendment]
SUNTRUST BANK |
||||
By: | ||||
Name: | ||||
Title: | ||||
THE BANK OF NOVA SCOTIA |
||||
By: | /s/ David Mills | |||
Name: | David Mills | |||
Title: | Managing Director | |||
KEYBANK NATIONAL ASSOCIATION |
||||
By: | /s/ Todd Coker | |||
Name: | Todd Coker | |||
Title: | Vice President | |||
COMERICA BANK |
||||
By: | /s/ Paul J. Edmonds | |||
Name: | Paul J. Edmonds | |||
Title: | Vice President | |||
BNP PARIBAS |
||||
By: | /s/ Russell Otts | |||
Name: | Russell Otts | |||
Title: | Director | |||
By: | /s/ Matthew A. Turner | |||
Name: | Matthew A. Turner | |||
Title: | Vice President | |||
[Signature Page to Second Amendment]
BARCLAYS BANK PLC |
||||
By: | /s/ Ann E. Sutton | |||
Name: | Ann E. Sutton | |||
Title: | Director | |||
MORGAN STANLEY BANK |
||||
By: | /s/ Ryan Vetsch | |||
Name: | Ryan Vetsch | |||
Title: | Authorized Signatory | |||
RAYMOND JAMES BANK |
||||
By: | /s/ Garret McKinnon | |||
Name: | Garret McKinnon | |||
Title: | Senior Vice President | |||
ROYAL BANK OF CANADA |
||||
By: | /s/ Jay T. Sartain | |||
Name: | Jay T. Sartain | |||
Title: | Authorized Signatory | |||
BANK OF OKLAHOMA, N.A. |
||||
By: | /s/ Michael M. Logan | |||
Name: | Michael M. Logan | |||
Title: | Senior Vice President | |||
[Signature Page to Second Amendment]
RZB FINANCE LLC |
||||
By: | /s/ Shirley Ritch | |||
Name: | Shirley Ritch | |||
Title: | Vice President | |||
By: | /s/ John A. Valiska | |||
Name: | John A. Valiska | |||
Title: | First Vice President | |||
[Signature Page to Second Amendment]