sixthamendmencragrmnt.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        


         

        Exhibit
10.27

         

        


      

      SIXTH
AMENDMENT TO FIRST AMENDED AND

       

      RESTATED
CREDIT AGREEMENT

       

      among

       

      SWIFT
ENERGY COMPANY

       

      SWIFT
ENERGY OPERATING, LLC

       

      THE
LENDERS PARTY HERETO

       

      and

       

      JPMORGAN
CHASE BANK, N.A.,

       

      as
Administrative Agent

       

      


       

      Effective

       

      November
10, 2009

       

      ______________________________________________________________________________

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Table of
Contents

       

       

      Article
I                  DEFINITIONS
AND
INTERPRETATION                                                                    
1

       

      1.1               Terms
Defined
Above                                                                                                           1

      1.2               Terms
Defined in Credit
Agreement                                                                                    1 

      1.3               References                                                                                                                               1

      1.4               Articles
and
Sections                                                                                                            
2

      1.5               Number
and
Gender                                                                                                               
2

       

      Article
II                  AMENDMENTS                                                                                                              
2

       

       

      Article
III                  RATIFICATION                                                                                                             
3

       

       

      Article
IV                  MISCELLANEOUS                                                                                                         
3

       

      4.1               Successors
and
Assigns                                                                                                      
3

      4.2               Rights
of Third
Parties                                                                                                          
3

      4.3               Counterparts                                                                                                                           
3

      4.4               Integration                                                                                                                              
3

      4.5               Severability                                                                                                                             
3

      4.6               Governing
Law                                                                                                                       
3

      


       


      
        
          
            
              	 
      	
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      SIXTH AMENDMENT TO FIRST
AMENDED AND

       

      RESTATED CREDIT
AGREEMENT

       

      This
SIXTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) executed
effective as of November 10, 2009 (the “Effective Date”) is
by and among SWIFT ENERGY COMPANY, a Texas corporation (“New Swift”), SWIFT
ENERGY OPERATING, LLC, a Texas limited liability company and successor by merger
to the Texas corporation formerly known as Swift Energy Company (“Operating” and New
Swift and Operating, collectively, the “Borrower”), the
lenders party to that certain First Amended and Restated Credit Agreement dated
as of June 29, 2004 by and among the Texas corporation then known as Swift
Energy Company, the lenders party thereto or bound thereby from time to time
(the “Lenders”), and Bank
One, NA, as administrative agent for such lenders (as amended to the Effective
Date, the “Credit
Agreement”), and JPMORGAN CHASE BANK, N.A., a national banking
association and successor by merger to Bank One, NA, as administrative agent for
such Lenders (in such capacity, the “Agent”).

       

      W I T N E S S E T H:

       

      WHEREAS,
the Borrower, the Lenders and the Agent are parties to the Credit Agreement;
and

       

      WHEREAS,
the Borrower, the Lenders and the Agent desire to amend the Credit Agreement in
the particulars hereinafter provided;

       

      NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained in the Credit Agreement and herein, the parties hereto
agree as follows:

       

      ARTICLE
I

       

      DEFINITIONS AND
INTERPRETATION

       

      1.1 Terms Defined
Above.  As used in this Sixth Amendment to First Amended and
Restated Credit Agreement, each of the terms “Agent,” “Amendment,” “Borrower,” “Credit Agreement,”
“Effective
Date,” “Lenders,” “New Swift and “Operating” shall have
the meaning assigned to such term hereinabove.

       

      1.2 Terms Defined in Credit
Agreement.  Each term defined in the Credit Agreement and used
herein without definition shall have the meaning assigned to such term in the
Credit Agreement, unless herein expressly provided to the contrary.

       

      1.3 References.  References
in this Amendment to Exhibit, Article or Section numbers shall be to Exhibits,
Articles or Sections of this Amendment, unless expressly stated to the
contrary.  References in this Amendment to “hereby,” “herein,”
“hereinafter,” “hereinabove,” “hereinbelow,” “hereof,” “hereunder” and words of
similar import shall be to this Amendment in its entirety and not only to the
particular Schedule, Exhibit, Article, or Section in which such reference
appears.  Specific enumeration herein shall not exclude the general
and, in such regard, the terms “includes” and “including” used herein shall mean
“includes, without limitation,” or “including, without limitation,” as the case
may be, where appropriate.  Except as otherwise indicated, references
in this Amendment to statutes, sections, or regulations are to be construed as
including all statutory or regulatory provisions 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        consolidating,
amending, replacing, succeeding, or supplementing the statute, section, or
regulation referred to.  References in this Amendment to “writing”
include printing, typing, lithography, facsimile reproduction, and other means
of reproducing words in a tangible visible form.  References in this
Amendment to amendments and other contractual instruments shall be deemed to
include all exhibits and appendices attached thereto and all subsequent
amendments and other modifications to such instruments, but only to the extent
such amendments and other modifications are not prohibited by the terms of the
Credit Agreement or this Amendment.  References in this Amendment to
Persons include their respective successors and permitted
assigns.

      

       

      1.4 Articles and
Sections.  This Amendment, for convenience only, has been
divided into Articles and Sections; and it is understood that the rights and
other legal relations of the parties hereto shall be determined from this
instrument as an entirety and without regard to the aforesaid division into
Articles and Sections and without regard to headings prefixed to such Articles
or Sections.

       

      1.5 Number and
Gender.  Whenever the context requires, reference herein made
to the single number shall be understood to include the plural; and likewise,
the plural shall be understood to include the singular.  Definitions
of terms defined in the singular or plural shall be equally applicable to the
plural or singular, as the case may be, unless otherwise
indicated.  Words denoting sex shall be construed to include the
masculine, feminine and neuter, when such construction is appropriate; and
specific enumeration shall not exclude the general but shall be construed as
cumulative.

       

      ARTICLE
II

       

      AMENDMENTS

       

      Effective
as of the Effective Date, the Borrower, the Lenders and the Agent hereby amend
Section 2.5 of the Credit Agreement to read as follows in its
entirety:

       

      “2.5           Use of Loan Proceeds and
Letters of Credit.  Proceeds of all Loans shall be used (a) to
finance the exploration, development and/or acquisition of Oil and Gas
Properties, (b) to, following the successful pricing of any Permitted
Refinancing Debt and/or New Subordinated Debt and only through March 31, 2010,
redeem or refinance the Senior Notes due 2011, and (c) for any corporate purpose
of the Borrower not prohibited under any Loan Document; provided, however,
notwithstanding any provision of Section 6.16 to the contrary, proceeds of Loans
may not be used to redeem or refinance any Permitted Refinancing Debt or New
Subordinated Debt.  Letters of Credit shall be obtained for any
business activity of the Borrower not prohibited under any Loan Document;
provided, however, Letters of Credit shall not be obtained to support
Indebtedness to any Person not a Lender or in lieu or in support of stay or
appeal bonds in excess of $1,000,000.”

       

      
        
          
          

        

        
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      ARTICLE
III

       

      RATIFICATION

       

      Each of
the Borrower, the Lenders and the Agent does hereby adopt, ratify and confirm
the Credit Agreement, as amended hereby, and each of the other Loan Documents to
which it is a party and acknowledges and agrees that the Credit Agreement, as
amended hereby, and each of the other Loan Documents to which it is a party is
and remains in full force and effect.

       

      ARTICLE
IV

       

      MISCELLANEOUS

       

      4.1 Successors and
Assigns.  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns
permitted pursuant to the Credit Agreement.

       

      4.2 Rights of Third
Parties.  Except as provided in Section 4.1, all
provisions herein are imposed solely and exclusively for the benefit of the
parties hereto.

       

      4.3 Counterparts.  This
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 and shall be enforceable as of
the Effective Date upon the execution of one or more counterparts hereof by each
of the parties hereto.  In this regard, each of the parties hereto
acknowledges that a counterpart of this Amendment containing a set of
counterpart execution pages reflecting the execution of each party hereto shall
be sufficient to reflect the execution of this Amendment by each necessary party
hereto and shall constitute one instrument.

       

      4.4 Integration.  This
Amendment constitutes the entire agreement among the parties hereto with respect
to the subject hereof.  All prior understandings, statements and
agreements, whether written or oral, relating to the subject hereof are
superseded by this Amendment.

       

      4.5 Severability.  In
the event that any one or more of the provisions contained in this Amendment
shall for any reason be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision of this Amendment.

       

      4.6 Governing
Law.  this
Amendment shall be deemed to be a contract made under and shall be governed by
and construed in accordance with the laws of the State of Texas, without regard
to principles of such laws relating to conflicts of law.

       

      


       

      (Signatures
appear on following pages)

       


      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to First
Amended and Restated Credit Agreement to be duly executed and delivered, as of
the Effective Date, by their proper and duly authorized officers.

       

      BORROWER:

      


      SWIFT
ENERGY COMPANY

      


      


      By:           /s/Alton D. Heckaman,
Jr.                                                      

      Alton D. Heckaman, Jr.

      Executive Vice President

      and Chief Financial
Officer

      


      


      By:           /s/Adrian D.
Shelley                                                                

      Adrian D. Shelley

      Treasurer

      


      


      


      SWIFT
ENERGY OPERATING, LLC

      


      


      By:           /s/Alton D. Heckaman,
Jr.                                                      

      Alton D. Heckaman, Jr.

      Executive Vice President

      and Chief Financial
Officer

      


      


      By:           /s/Adrian D.
Shelley                                                                

      Adrian D. Shelley

      Treasurer

      


      


      


      


      


      


      


      (Signatures
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      AGENT:

      


      JPMORGAN
CHASE BANK, N.A.,

      as
Administrative Agent

      


      


      By:           /s/Jo Linda
Papadakis                                                                

      Jo Linda Papadakis

      Vice President

      


      


      


      LENDER:

      


      JPMORGAN
CHASE BANK, N.A.

      


      


      By:           /s/Jo Linda
Papadakis                                                                

      Jo Linda Papadakis

      Vice President

      


      


      


      


      


      (Signatures
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      LENDER:

      


      BANK OF
SCOTLAND plc

      


      


      By:                                                                

      Name:                                                                

      Title:                                                                

      


      


      


      


      


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      LENDER:

      


      NATIXIS

      


      


      By:           /s/Donovan C.
Broussard                                                      

      Name:           Donovan C.
Broussard                                                      

      Title:           Managing
Director                                                      

      


      


      


      By:           /s/Liana
Tchernysheva                                                      

      Name:           Laina
Tchernysheva                                                                

      Title:           Director                                                      

      


      


      


      


      


      


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      LENDER:

      


      COMPASS
BANK

      


      


      By:           /s/Spencer
Stasney                                                      

      Name:           Spencer
Stasney                                                      

      Title:           Vice
President                                                                

      


      


      


      


      


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      LENDER:

      


      SOCIETE
GENERALE

      


      


      By:           /s/Stephen W.
Warfel                                                                

      Name:           Stephen w.
Warfel                                                      

      Title:           Managing
Director                                                      

      


      


      


      


      


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      LENDER:

      


      CALYON
NEW YORK BRANCH

      


      


      By:           /s/Sharada
Manne                                                      

      Name:           Sharada
Manne                                                      

      Title:           Director                                                      

      


      


      By:           /s/Dixon
Schultz                                                      

      Name:           Dixon
Schultz                                                                

      Title:           Director                                                      

      


      


      


      


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      LENDER:

      


      WELLS
FARGO BANK, NATIONAL ASSOCIATION

      


      


      By:           /s/Doug
McDowell                                                      

      Name:           Doug
McDowell                                                      

      Title:           Vice President, Senior
Portfolio Manager

      


      


      


      


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      LENDER:

      


      BNP
PARIBAS

      


      


      


      By:           /s/Douglas R.
Liftman                                                                

      Name:           Douglas R.
Liftman                                                      

      Title:           Managing
Director                                                      

      


      


      


      By:           /s/Richard
Hawthorne                                                                

      Name:           Richard
Hawthorne                                                      

      Title:           Director                                                      

      


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      LENDER:

      


      COMERICA
BANK

      


      


      


      By:           /s/Matt
Turner                                                                

      Name:           Matt
Turner                                                      

      Title:           Assistant Vice
President                                                      

      


      


      


      


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      LENDER:

      


      AMEGY
BANK NATIONAL ASSOCIATION

      


      


      By:           /s/Kenneth R. Batson,
III                                           

      Kenneth R. Batson, III

      Vice President

      


      
        	
                5654243v.1

              


      

      



      
        
          
            
              	 
      	
                       

                    	 
      


            

            


            


          

           


        

        
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