-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GBnX3MxPB5COz9jQUED1ehf5ycyNSeeXhGHqzOdkl5fg77KHx+QWESQ16/lDEQdz OX7Og4BOzYMHcCbUa/cJXg== 0000899243-02-002652.txt : 20021010 0000899243-02-002652.hdr.sgml : 20021010 20021010144017 ACCESSION NUMBER: 0000899243-02-002652 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021010 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSION RESOURCES CORP CENTRAL INDEX KEY: 0000319459 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760437769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09498 FILM NUMBER: 02786238 BUSINESS ADDRESS: STREET 1: 1331 LAMAR STREET 2: SUITE 1455 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7134953000 MAIL ADDRESS: STREET 1: 1221 LAMAR STREET 2: STE 1600 CITY: HOUSTON STATE: TX ZIP: 77010-3039 FORMER COMPANY: FORMER CONFORMED NAME: BELLWETHER EXPLORATION CO DATE OF NAME CHANGE: 19920703 8-K 1 d8k.txt CURRENT REPORT ON FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 10, 2002 (October 7, 2002) Mission Resources Corporation (Exact Name of Registrant as Specified in Charter) Delaware 000-09498 76-0437769 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1331 Lamar Suite 1455 Houston, Texas 77010-3039 (Address and Zip Code of Principal Executive Offices) (713) 495-3000 (Registrant's telephone number, including area code) Item 5. Other Events. On October 7, 2002, Mission Resources Corporation, a Delaware corporation (the "Company"), entered into the Third Amendment to Credit Agreement (the "Third Amendment"). The Third Amendment amends certain provisions of the Credit Agreement, dated as of May 16, 2001, among the Company, as borrower, certain of its subsidiaries, as guarantors, the Lenders listed therein, JPMorgan Chase Bank, as administrative assistant for the Lenders, BNP Paribas, as syndication agent for the Lenders, and Wachovia Bank, National Association and Fleet National Bank, as co-documentation agents for the Lenders, as amended (the "Credit Agreement") as follows. The Third Amendment reduces the maximum amount available under the Credit Agreement from $200 million to $150 million, and sets the borrowing base at: (i) $50 million for the period from October 7, 2002 through March 30, 2003, and (ii) $40 million for the period from March 31, 2003 until the next redetermination after such date. This modification does not limit the rights of the parties to initiate interim borrowing base redeterminations in accordance with the Credit Agreement. The borrowing base is determined from time to time by the Lenders based on the Company's reserves and other factors deemed relevant by the Lenders. At October 9, 2002, borrowings of approximately $7 million were outstanding under the Credit Agreement. The Third Amendment increases the required ratio of total debt to earnings before interest, taxes, depreciation, depletion, amortization and exploration expenses, and decreases the required interest coverage ratio through 2003. These ratios return to their original levels incrementally by 2004. At October 9, 2002, the Company was in compliance with its covenants under the Credit Agreement. The Third Amendment provides that the Company is obligated to grant liens on additional oil and gas properties such that the mortgaged oil and gas properties under the Credit Agreement will represent 90% of the value of the Company's oil and gas properties evaluated in the most recently completed reserve report. Finally, the Third Amendment amends the definition of consolidated net income to exclude therefrom any non-recurring items, and prohibits the company and its restricted subsidiaries from holding in excess of $12 million in cash and cash equivalents for any period in excess of three business days while borrowings are outstanding under the Credit Agreement. The Third Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (a) Financial Statements of business acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. 10.1 Third Amendment to Credit Agreement, dated as of October 7, 2002, among the Company, as Borrower, certain of its subsidiaries, as Guarantors, the Lenders listed therein, JPMorgan Chase Bank, as Administrative Agent for the Lenders, BNP Paribas, as Syndication Agent for the Lenders, and Wachovia Bank, National Association and Fleet National Bank, as Co-Documentation Agents for the Lenders. [SIGNATURE PAGE FOLLOWS] SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MISSION RESOURCES CORPORATION Date: October 10,2002 By: /s/ Richard W. Piacenti ---------------------------------- Name: Richard W. Piacenti Title: Senior Vice President and Chief Financial Officer EX-10.1 3 dex101.txt THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT Among MISSION RESOURCES CORPORATION, as Borrower, JPMORGAN CHASE BANK, as Administrative Agent, BNP PARIBAS, as Syndication Agent, WACHOVIA BANK, NATIONAL ASSOCIATION AND FLEET NATIONAL BANK, as Co-Documentation Agents, and The Lenders Signatory Hereto Effective as of October 7, 2002 THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") executed effective as of the 7th of October, 2002 (the "Effective Date") is among MISSION RESOURCES CORPORATION, a corporation formed under the laws of the State of Delaware (the "Borrower"); each of the undersigned guarantors (the "Guarantors", and together with the Borrower, the "Obligors"); each of the lenders that is a signatory hereto (collectively, the "Lenders"); JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as administrative agent for the Lenders (in such capacity, together with its successors, the "Administrative Agent"), BNP PARIBAS, as syndication agent for the Lenders (in such capacity, together with its successors, the "Syndication Agent"); and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank) and FLEET NATIONAL BANK, as co-documentation agents for the Lenders (in such capacity, together with each of their successors, the "Co-Documentation Agents"). Recitals A. The Borrower, the Agents and the Lenders are parties to that certain Credit Agreement dated as of May 16, 2001, as amended by that certain First Amendment to Credit Agreement dated as of May 29, 2001, as amended by that certain Second Amendment to Credit Agreement dated as of March 28, 2002 (such agreement, as amended, the "Credit Agreement"), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower. B. The Borrower has requested and the Agents and the 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 which is defined in the Credit Agreement, but which is not defined in this Third Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section references in this Third Amendment refer to the Credit Agreement. Section 2. Amendments to Credit Agreement. 2.1 Amendments to Section 1.02. (a) The definition of "Agreement" is hereby amended to read as follows: "Agreement" shall mean this Credit Agreement, as amended by the First Amendment, as amended by the Second Amendment, as amended by the Third Amendment, and as further amended from time to time. (b) The definition of "Cash Equivalent" is hereby added where alphabetically appropriate: 1 "Cash Equivalents" shall mean investments of the type described in Sections 9.05(c), (d), (e) or (f). (c) The definition of "Consolidated Net Income" is hereby amended by inserting the phrase "or any non-recurring items, including, but not limited to, contract termination fees and associated expenses, system conversion costs, legal settlements, severance and termination costs, costs associated with merger and acquisition and capital offering efforts, and other similar expenses or charges," between the words "losses" and "during" in subsection (iv) thereof. (d) The following definition of "Third Amendment" is hereby added where alphabetically appropriate: "Third Amendment" shall mean that certain Third Amendment to Credit Agreement dated as of October 7, 2002 among the Borrower, the Guarantors, the Agents and the Lenders. 2.2 Section 2.07(b). Section 2.07(b) is hereby amended by inserting the new clause (iv), which reads in its entirety as follows: (iv) If the Borrower and its Consolidated Restricted Subsidiaries shall hold cash and Cash Equivalents exceeding $12,000,000.00 in the aggregate for any period of three consecutive Business Days, then the Borrower shall prepay the Loans on the first Business Day immediately following such three consecutive Business Day period in an aggregate principal amount equal to the excess of the fair market value, as determined by the Administrative Agent, of the cash and Cash Equivalents held by the Borrower and its Consolidated Restricted Subsidiaries on such Business Day over $12,000,000.00. 2.3 Section 8.09(a). (a) Section 8.09(a) is hereby amended by deleting the percentage "80%" in each place at which it appears therein and inserting in lieu thereof the percentage "90%." (b) Section 8.09(a) is hereby further amended by adding the following sentence at the end thereof, which reads in its entirety as follows: "In the event that on the effective date of the Third Amendment, the Borrower is not in compliance with this Section 8.09(a) as a result of the modifications made pursuant to the Third Amendment, then such non-compliance will not be a Default or Event of Default for a period of 30 days during which it is expected the Borrower will achieve compliance." 2.4 Section 9.01. Section 9.01 is hereby amended by deleting subsections (a) and (b) thereof and inserting in lieu thereof the following: (a) Interest Coverage Ratio. The Borrower will not, as of the last day of any fiscal quarter set forth below, permit its ratio of EBITDAX for the period of four fiscal quarters then ending to Interest Expense for such period to be less than the ratio set forth below: 2 Fiscal Quarter Interest Coverage Ratio -------------- ----------------------- 9/30/02 through 3/31/03 1.75 to 1.00 4/1/03 through 6/30/03 1.90 to 1.00 7/1/03 through 9/30/03 2.10 to 1.00 10/1/03 through 12/31/03 2.30 to 1.00 1/1/04 and thereafter 2.50 to 1.00. (b) Ratio of Total Debt to EBITDAX. The Borrower will not, at any time during any period set forth below, permit its ratio of Total Debt as of such time during such period to EBITDAX for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination for which financial statements are available to be greater than the ratio set forth below: Fiscal Quarter Total Debt to EBITDAX -------------- --------------------- 9/30/02 through 12/31/02 5.50 to 1.00 1/1/03 through 3/31/03 5.00 to 1.00 4/1/03 through 6/30/03 4.75 to 1.00 7/1/03 through 9/30/03 4.50 to 1.00 10/1/03 through 12/31/03 4.00 to 1.00 1/1/04 and thereafter 3.50 to 1.00. 2.5 Annex I. Annex I is hereby amended by deleting such annex in its entirety and inserting in lieu thereof Annex I attached hereto. Section 3. Borrowing Base Redetermination. The Required Lenders and the Borrower agree that the amount of the Borrowing Base: (i) for the period from and after the Effective Date up to and including March 30, 2003 will be $50,000,000 (less any adjustments occurring after the Effective Date pursuant to Section 8.08(c) or Section 9.13); and (ii) for the period from and after March 31, 2003 until the next redetermination after such date will be $40,000,000 (less any adjustments occurring after the Effective Date pursuant to Section 8.08(c) or Section 9.13). This provision does not limit the right of the parties to initiate interim redeterminations of the Borrowing Base in accordance with Section 2.08(e). Section 4. Termination of Consent. That certain Consent, dated as of August 9, 2002 among the Borrower, the Guarantors, the Agents and Lenders parties thereto is hereby terminated. 3 Section 5. Conditions Precedent. The effectiveness of this Third Amendment is subject to the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 5, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance: 5.1 Loan Documents. The Agent shall have received multiple counterparts as requested of this Third Amendment from the Required Lenders. 5.2 No Default. No Default or Event of Default shall have occurred and be continuing as of the Effective Date. 5.3 Amendment Fee. Payment by the Borrower of an amendment fee to the Administrative Agent for the account of each Lender that (i) indicated in writing to the Administrative Agent on or before 5:00 p.m. Houston time, [October 2, 2002] its (A) agreement to execute this Third Amendment and (B) approval to reset the Borrowing Base as set forth in Section 3 of this Third Amendment, and (ii) executes and delivers a counterpart hereof to the Administrative Agent no later than the Effective Date. Section 6. Representations and Warranties; Etc. Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this Third Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this Third Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents. Section 7. Miscellaneous. 7.1 Confirmation. The provisions of the Credit Agreement (as amended by this Third Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this Third Amendment. 7.2 Ratification and Affirmation of Obligors. Each of the Obligors hereby expressly (i) acknowledges the terms of this Third Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement and the other Security Instruments to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Security Instruments to which it is a party and agrees that its guarantee under the Guaranty Agreement and the other Security Instruments to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby. 7.3 Counterparts. This Third 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. 7.4 No Oral Agreement. This written Third Amendment, the Credit Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, 4 contemporaneous, or unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties. 7.5 GOVERNING LAW. This Third Amendment (including, but not limited to, the validity and enforceability hereof) shall be governed by, and construed in accordance with, the laws of the State of Texas. 5 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed effective as of the date first written above. BORROWER: MISSION RESOURCES CORPORATION By:__________________________________ Daniel P. Foley Senior Vice President -- Corporate Finance GUARANTORS: BLACK HAWK OIL COMPANY By:_______________________________ Daniel P. Foley Senior Vice President -- Corporate Finance MISSION HOLDINGS LLC By:_______________________________ Victoria L. Garrett Manager MISSION E&P LIMITED PARTNERSHIP By Black Hawk Oil Company, its general partner By:__________________________ Daniel P. Foley Senior Vice President -- Corporate Finance PAN AMERICAN ENERGY FINANCE CORP. By:_______________________________ Daniel P. Foley Senior Vice President -- Corporate Finance ADMINISTRATIVE AGENT: JPMORGAN CHASE BANK, as Administrative Agent By:__________________________________ Name: Title: SYNDICATION AGENT: BNP PARIBAS, as Syndication Agent By:__________________________________ Name: By:__________________________________ Name: DOCUMENTATION AGENT: WACHOVIA BANK, NATIONAL ASSOCIATION as Documentation Agent By:__________________________________ Name: Title: DOCUMENTATION AGENT: FLEET NATIONAL BANK, as Documentation Agent By:__________________________________ Name: Title: LENDERS: JPMORGAN CHASE BANK By:__________________________________ Name: Title: BNP PARIBAS By:__________________________________ Name: Title: By:__________________________________ Name: Title: WACHOVIA BANK, NATIONAL ASSOCIATION By:__________________________________ Name: Title: FLEET NATIONAL BANK By:__________________________________ Name: Title: U.S. BANK NATIONAL ASSOCIATION By:__________________________________ Name: Title: UNION BANK OF CALIFORNIA, N.A. By:__________________________________ Name: Title: By:__________________________________ Name: Title: WELLS FARGO BANK TEXAS, N.A. By:__________________________________ Name: Title: CIBC INC. By:__________________________________ Name: Title: HIBERNIA NATIONAL BANK By:__________________________________ Name: Title: SOUTHWEST BANK OF TEXAS, N.A. By:__________________________________ Name: Title: ANNEX I LIST OF MAXIMUM CREDIT AMOUNTS Aggregate Maximum Credit Amounts
Name of Lender Percentage Share Maximum Credit Amount -------------- ---------------- --------------------- JPMorgan Chase Bank 12.50% $ 18,750,000 BNP Paribas 12.50% $ 18,750,000 Wachovia Bank, National Association 11.25% $ 16,875,000 Fleet National Bank 11.25% $ 16,875,000 U.S. Bank National Association 10.00% $ 15,000,000 Union Bank of California, NA 10.00% $ 15,000,000 Wells Fargo Bank Texas, N.A. 10.00% $ 15,000,000 CIBC Inc. 7.50% $ 11,250,000 Hibernia National Bank 7.50% $ 11,250,000 Southwest Bank of Texas, N.A. 7.50% $ 11,250,000 TOTAL 100.00% $150,000,000
Annex I-1 -----END PRIVACY-ENHANCED MESSAGE-----