EX-10.15 23 a2053407zex-10_15.txt EXHIBIT 10.15 Exhibit 10.15 AMENDMENT THREE TO SECOND AMENDED AND RESTATED LOAN AGREEMENT WHEREAS, that certain Second Amended and Restated Loan Agreement (the "LOAN AGREEMENT") dated as of June 5, 1998 was executed by Matador E&P Company, a Texas corporation (hereinafter referred to as "BORROWER"), Matador Petroleum Corporation, a Texas corporation (hereinafter referred to as "PARENT"), the lenders named therein, Comerica Bank-Texas, as Agent (in such capacity, together with its successors in such capacity, "AGENT") and Comerica Bank-Texas, as Issuing Lender (in such capacity, together with its successors in such capacity, "ISSUING LENDER"); and WHEREAS, the parties desire to increase the Borrowing Base and to modify the Revolving Credit Commitments of the Lenders; NOW THEREFORE, in consideration of the premises and other value, the receipt and sufficiency of which are hereby acknowledged, Borrower, Parent, Lenders, Issuing Lender and Agent hereby agree as follows: 1. SECTION 5(a) of the Loan Agreement is hereby amended in its entirety to read as follows: "(a) INITIAL BORROWING BASE. During the period from August 18, 2000 to the date a new Borrowing Base is made effective, the Borrowing Base shall be $60,000,000." 2. SCHEDULE 1.2 of the Loan Agreement is amended in its entirety by substituting therefor the SCHEDULE 1.2 attached to this Amendment. 3. The effectiveness of this Amendment is subject to the condition precedent that the Lenders shall have received (or waived receipt of) the following, each duly executed and delivered and in form and substance and dated as of a date satisfactory to the Lenders and their legal counsel, or that the following shall be fulfilled, as the case may be: (a) This Amendment executed by Borrower, Parent and, where appropriate, by NZX Corporation and Matador Operating Company; (b) Renewal Notes payable to the order of Union Bank, to the order of Bank of Texas, N.A. and to the order of Comerica in the principal amounts of $33,333,000 $16,667,000.00 and $50,000,000.00, respectively; (c) Legal opinion of counsel to Borrower addressing the due organization and good standing of Borrower and Parent, the due authorization and execution of this -1- Amendment by Borrower and Parent, and the enforceability of this Amendment and the renewal notes; (d) Such deeds of trust, mortgages and modifications and extensions of existing deeds of trust and mortgages as Lenders shall require; (e) Evidence of payment of all reasonable fees and expenses of or incurred by the Agent and its legal counsel in connection with this Amendment and payment of a borrowing base increase fee of $3,700 to Union Bank, $5,000 to Bank of Texas, N.A. and $1,300 to Comerica; (f) The representations and warranties contained in the Loan Agreement, as amended hereby, shall be true and correct in all material respects as of the date hereof, with the same force and effect as though made on and as of this date; (g) No material adverse change shall have occurred in the business, operations, financial condition or prospects of Borrower or Parent, and no material adverse litigation shall be pending or, to the knowledge of Borrower or Parent, threatened against Borrower or Parent; and (h) All corporate proceedings and all documents required to be completed and executed by the provisions of this Amendment shall be satisfactory in form and substance to Lenders. All amendments of the Loan Agreement contained herein are, subject to the satisfaction of the above listed conditions precedent, effective as of August 18, 2000. 4. Each of Parent, Matador Operating Company and NZX Corporation (each a "GUARANTOR", and collectively, "GUARANTORS") (i) consents, acknowledges, and agrees to the execution, delivery, and performance of this Amendment, (ii) acknowledges and agrees that this Amendment does not diminish, waive, or release such Guarantor's obligations under its Unconditional Guaranty dated as of June 5, 1998, in the case of Parent and Matador Operating Company, and as of January 18, 1999, in the case of NZX Corporation, (iii) ratifies and confirms such Guarantor's obligations pursuant to its Unconditional Guaranty. 5. Borrower shall pay all reasonable out-of-pocket expenses arising in connection with the preparation, execution, delivery and administration of this Amendment, including but not limited to, all reasonable legal fees and expenses incurred by Agent. 6. Except to the extent amended hereby, all terms, provisions and conditions of the Loan Agreement shall continue in full force and effect and shall remain enforceable and binding. -2- 7. This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original and all of which are identical. All parties need not execute the same counterpart. 8. Borrower and Parent represent and warrant that all the representations and warranties contained in the Loan Agreement, as amended hereby, are true and correct in all material respects as of the date hereof, with the same force and effect as though made on and as of this date. 9. This Amendment shall be construed in accordance with and governed by the laws of the State of Texas, without regard to its conflict of law principles, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 10. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. In consideration of the foregoing, this Amendment Three is executed as of August 18, 2000. BORROWER: MATADOR E&P COMPANY By: /s/ Roger S. Manny ---------------------------- Its: Vice President ---------------------------- PARENT: MATADOR PETROLEUM CORPORATION By: /s/ Roger S. Manny ---------------------------- Its: Vice President ---------------------------- -3- AGENT: COMERICA BANK-TEXAS By: /s/ David Montgomery --------------------------------- Its: Vice President --------------------------------- ISSUING LENDER: COMERICA BANK-TEXAS By: /s/ David Montgomery --------------------------------- Its: Vice President --------------------------------- LENDERS: COMERICA BANK-TEXAS By: /s/ David Montgomery --------------------------------- Its: Vice President --------------------------------- UNION BANK OF CALIFORNIA, N.A. By: /s/ Dustin Gaspari --------------------------------- Its: Vice President --------------------------------- BANK OF TEXAS, N.A. By: /s/ Frank T. Smith, Jr. --------------------------------- Its: Executive Vice President --------------------------------- -4- CONSENTING GUARANTORS: MATADOR OPERATING COMPANY By: /s/ Roger S. Manny ---------------------------- Its: Vice President ---------------------------- NZX CORPORATION By: /s/ Roger S. Manny ---------------------------- Its: Vice President ---------------------------- -5- SCHEDULE 1.2 REVOLVING CREDIT COMMITMENT Comerica Bank-Texas $30,000,000 50% Union Bank of California, N.A. $20,000,000 33.333% Bank of Texas, N.A. $10,000,000 16.667% -6-