exv10w2



 







EXHIBIT 10.2




FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND

 CONSENT AND ACKNOWLEDGEMENT




     This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT AND ACKNOWLEDGEMENT
(this “Amendment”) is dated as of January 24, 2006, and is entered into by and among PARAMOUNT
PETROLEUM CORPORATION, a Delaware corporation (the “Borrower”), each of the financial institutions
party to the Restated Credit Agreement referenced below (collectively the “Lenders”), and BANK OF
AMERICA, N.A., as Administrative Agent for the Lenders (the “Agent”).



     A. WHEREAS, the Borrower, the Agent, and the Lenders, among others, have entered into that
certain Amended and Restated Credit Agreement (as amended, restated, or otherwise modified from
time to time, the “Restated Credit Agreement”), dated as of July 26, 2005; and



     B. WHEREAS, the Borrower has requested that the Agent and the Lenders amend the Restated
Credit Agreement to: (a) consent to the sale of certain of the Borrower’s Collateral; and (b)
amend the Restated Credit Agreement in other respects, and the Agent and the Lenders have agreed to
each of the foregoing requests all on the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the
Restated Credit Agreement and this Amendment, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as follows:



ARTICLE I




DEFINITIONS




     Section 1.1 Definitions. Initially capitalized terms used but not otherwise defined
in this Amendment have the meanings given thereto in the Restated Credit Agreement, as amended
hereby.



ARTICLE II




AMENDMENTS




     Section 2.1 New Definitions. The following new definitions are hereby added to
Annex A to the Restated Credit Agreement in proper alphabetical order to read in their
entirety as follows:



          “‘Amendment Date’ means December 30, 2005.”





     “‘Permitted Tidelands Sale’ means the sale by the Borrower of 100% of
its general partnership interest in Tidelands, provided, however, that each of the




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Tidelands Sale Conditions shall have been satisfied prior to or concurrently
therewith.”




     “‘Permitted Tidelands Sale Documents’ means any and all agreements,
instruments, and documents heretofore, now or hereafter evidencing or otherwise
relating to the Permitted Tidelands Sale or any aspect thereof, all of which shall
be in form and substance satisfactory to the Agent.”




     “‘Permitted Tidelands Sale Closing Date’ means the date on which the
Permitted Tidelands Sale closes pursuant to the terms and conditions of the
Permitted Tidelands Sale Documents.”




     “‘Pledge Agreement’ means that certain Pledge Agreement, dated as of
December 18, 2003, by and between the Borrower and the Agent.”




     “‘Tidelands’ means Tidelands Oil Production Company, a Texas general
partnership.”




     ““Tidelands Partnership Interest’ means all of the Borrower’s right,
title and interest in and to Tidelands.”




     “‘Tidelands Sale Conditions’ means all of the following conditions
precedent, all of which shall be in form and substance satisfactory to the Agent:




     (a) The Borrower shall have delivered to the Agent an executed original of each
of the following agreements, documents or instruments, in each case, in form and
substance acceptable to the Agent:




          (i) The Purchase and Sale Agreement by, between and among the Borrower,
Chanse Long Beach Production Corporation, a Delaware corporation, OXY Tidelands, Inc., a
Delaware corporation, and OXY Wilmington, LLC, a Delaware limited liability company, dated
as of January ___, 2006, and all “Transaction Documents” referred to in Section 3.4 therein.




          (ii) A certificate executed by the Secretary of the Borrower certifying, on
and as of the Permitted Tidelands Sale Closing Date, (A) that the resolutions attached
thereto, which authorize the execution, delivery and performance by the Borrower of the
Permitted Tidelands Sale Documents, have been approved, adopted and ratified, (B) the names
of the officers of the Borrower authorized to sign the Permitted Tidelands Sale Documents to
which the Borrower is to be a party, (C) the specimen signatures of such officers, (D) that
the organizational document attached thereto is a true and correct copy of the Borrower’s
organizational document, (E) that the governing document attached thereto is a true and
correct copy of the Borrower’s governing document, (F) that the certificates attached
thereto evidence of the existence, good standing, and foreign qualification of the Borrower
in the jurisdiction in which the Borrower is formed or





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transacts business and is required to qualify as a foreign corporation; and (G) other
matters;




          (iii) A certificate executed by the President and/or Chief Financial Officer
certifying, on and as of the Permitted Tidelands Sale Closing Date, (A) that the
representations and warranties contained herein, in the Restated Credit Agreement, as
amended hereby, and in all other Loan Documents, shall be true and correct in all material
respects as if made on and as of the Amendment Date, except for such representations and
warranties limited by their terms to a specific date, (B) no Default or Event of Default
shall have occurred and be continuing, (C) the Borrower is in full compliance with all
covenants and agreements contained in the Restated Credit Agreement, as amended hereby, and
all other Loan Documents, and (D) other matters; and




          (iv) Each other agreement, document, or instrument reasonably requested by
the Agent in connection with the Permitted Tidelands Sale; and




     (b) The Permitted Tidelands Sale shall consist of the sale of 100% of the Borrower’s
equity interests in Tidelands for a purchase price as set forth in the Permitted Tidelands
Sale Documents, the proceeds of which shall be applied by the Borrower to reduce the then
outstanding Revolving Loans, all in accordance with the conditions of this Amendment.”



     Section 2.2 Release of Tidelands Partnership Interest. The Agent and the Lenders
hereby consent to the sale of the Tidelands Partnership Interest upon satisfaction of the Tidelands
Sale Conditions. Notwithstanding anything to the contrary herein, it is expressly agreed and
understood that the Agent is not releasing or discharging the Borrower from any of the following
obligations: (a) any Capital Stock pledged to the Agent pursuant to the Pledge Agreement, other
than the Tidelands Partnership Interest; or (b) any covenants, agreements, liabilities, or
obligations under the Pledge Agreement, the Restated Credit Agreement, the Security Agreement, any
Guaranty, or any of the other Loan Documents, except with respect to the Tidelands Partnership
Interest.



     Section 2.3 Amendment to Schedules. Schedule 6.5 of the Restated Credit
Agreement is hereby amended and restated in full by replacing it with Schedule 6.5 attached
to this Amendment.



ARTICLE III




CONDITIONS




     Section 3.1 Conditions Precedent. The effectiveness of this Amendment is subject to
the satisfaction of the following additional conditions precedent in form and substance
satisfactory to the Agent:




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     (a) The representations and warranties contained herein, in the Restated Credit
Agreement, as amended hereby, and in all other Loan Documents, shall be true and correct in
all material respects as of the Amendment Date as if made on the Amendment Date, except for
such representations and warranties limited by their terms to a specific date;




     (b) No Default or Event of Default shall have occurred and be continuing;




     (c) The Borrower and each of the Lenders shall have delivered to the Agent an executed
original of each of the following agreements, documents or instruments, in each case, in
form and substance acceptable to the Agent:




          (i) This Amendment together with the Consents and Acknowledgements attached
hereto;




          (ii) A certificate executed by the Secretary of the Borrower certifying (A)
that the resolutions attached thereto which authorize the execution, delivery and
performance by the Borrower of this Amendment and the other Loan Documents executed in
connection herewith, have been approved, adopted and ratified, (B) the names of the officers
of the Borrower authorized to sign this Amendment and each of the other Loan Documents
executed in connection herewith to which the Borrower is to be a party, (C) the specimen
signatures of such officers, (D) that the organizational document attached thereto is a true
and correct copy of the Borrower’s organizational document as of the Amendment Date, (E)
that the governing document attached thereto is a true and correct copy of the Borrower’s
governing document as of the Amendment Date, (F) that the certificates attached thereto
evidence the existence, good standing, and foreign qualification of the Borrower in the
jurisdiction in which the Borrower is formed or transacts business and is required to
qualify as a foreign corporation as of the Amendment Date, and (G) other matters; and




          (iii) Each other agreement, document, or instrument reasonably requested by
the Agent in connection with this Amendment;




     (d) The Agent received from the Borrower an amended Schedule 6.5 to the
Restated Credit Agreement, in form and substance satisfactory to the Agent, reflecting all
information required to be set forth thereon by Section 6.5;




     (e) The Borrower shall have paid to the Agent all fees, costs, and expenses owed to
and/or incurred by the Agent arising in connection with this Amendment;




     (f) The Agent shall have received evidence satisfactory to it that the Term Loan Agent
and the Term Loan Lenders have consented to the terms and conditions of this Amendment, to
the Permitted Tidelands Sale, and to the Permitted Tidelands Sale Documents and any and all
documents relating to the release or discharge of any




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Collateral or Person by the Term Loan
Agent and the Term Loan Lenders in connection with the Permitted Tidelands Sale or this
Amendment;




     (g) The Agent shall have received such other documents, corporate resolutions,
corporate certificates, legal opinions and information, including, without limitation, any
third party consents, that the Agent shall require, each in form and substance satisfactory
to the Agent; and




     (h) All proceedings taken in connection with the transactions contemplated by this
Amendment and all documentation and other legal matters incident thereto shall be
satisfactory to the Agent.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES




     Section 4.1 Representations and Warranties. The Borrower hereby represents and
warrants to the Agent, the Bank and the Lenders that, on and as of the Amendment Date, (a) the
execution, delivery, and performance of this Amendment and all other Loan Documents executed and/or
delivered in connection herewith have been authorized by all requisite action on the part of the
Borrower and will not violate the articles of incorporation, articles of organization, bylaws or
operating agreement of the Borrower, (b) the representations and warranties contained herein, in
the Restated Credit Agreement, as amended hereby, and in all other Loan Documents, are true and
correct in all material respects as if made on and as of the Amendment Date, except for such
representations and warranties limited by their terms to a specific date, (c) no Default or Event
of Default shall have occurred and be continuing, and (d) the Borrower is in full compliance with
all covenants and agreements contained in the Restated Credit Agreement, as amended hereby, and all
other Loan Documents.



ARTICLE V




MISCELLANEOUS




     Section 5.1 Acknowledgment of the Borrower. The Borrower hereby represents and
warrants that the execution and delivery of this Amendment and compliance by the Borrower with all
of the provisions of this Amendment: (a) are within the powers and purposes of the Borrower; (b)
have been duly authorized or approved by the board of directors of the Borrower; and (c) when
executed and delivered by or on behalf of the Borrower will constitute valid and binding
obligations of the Borrower, enforceable in accordance with their terms. The Borrower reaffirms
its obligation to pay all amounts due to the Agent or the Lenders under the Loan Documents in
accordance with the terms thereof, as modified hereby. The Borrower hereby represents and warrants
to the Agent and the Lenders that any consent of the Term Loan Lenders and of the Term Loan Agent
required under the terms of either the Amended and Restated Intercreditor Agreement or the Term
Loan Documents in order to consummate the transactions




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and amendments contemplated by this
Amendment has been obtained and delivered to the Agent, in form and substance satisfactory to the
Agent, on or before the Amendment Date.




     Section 5.2 Loan Documents Unmodified. Except as otherwise specifically modified by
this Amendment, all terms and provisions of the Restated Credit
Agreement and all other Loan Documents, as modified hereby, shall remain in full force and effect. Nothing contained
in this Amendment shall in any way impair the validity or enforceability of the Loan Documents, as
modified hereby, or alter, waive, annul, vary, affect, or impair any provisions, conditions, or
covenants contained therein or any rights, powers, or remedies granted therein, except as otherwise
specifically provided in this Amendment. Subject to the terms of this Amendment, any lien and/or
security interest granted to the Agent, for the benefit of the Lenders, in the Collateral set forth
in the Loan Documents shall remain unchanged and in full force and effect and the Restated Credit
Agreement and the other Loan Documents shall continue to secure the payment and performance of all
of the Obligations.



     Section 5.3 Parties, Successors and Assigns. This Amendment shall be binding upon and
shall inure to the benefit of the Borrower, the Agent, the Lenders, and their respective successors
and assigns.



     Section 5.4 Counterparts. This Amendment may be executed in one or more counterparts
and by telecopy, each of which when so executed shall be deemed to be an original, but all of which
when taken together shall constitute one and the same instrument.



     Section 5.5 EFFECT OF WAIVER. NO CONSENT OR WAIVER, EXPRESS OR IMPLIED, BY THE AGENT
OR ANY LENDER TO OR OF ANY BREACH OF OR DEVIATION FROM ANY COVENANT, DUTY, OR CONDITION SET FORTH
IN THE RESTATED CREDIT AGREEMENT SHALL BE DEEMED A CONSENT OR WAIVER TO OR OF ANY OTHER BREACH OF
OR DEVIATION FROM THE SAME OR ANY OTHER COVENANT, DUTY, OR CONDITION. NO FAILURE ON THE PART OF
THE AGENT OR ANY LENDER TO EXERCISE, NO DELAY IN EXERCISING, AND NO COURSE OF DEALING WITH RESPECT
TO, ANY RIGHT, POWER, OR PRIVILEGE UNDER THIS AMENDMENT, THE RESTATED CREDIT AGREEMENT, OR ANY
OTHER LOAN DOCUMENT SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF
ANY RIGHT, POWER, OR PRIVILEGE UNDER THIS AMENDMENT, THE RESTATED CREDIT AGREEMENT OR ANY OTHER
LOAN DOCUMENT PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT,
POWER, OR PRIVILEGE. THE RIGHTS AND REMEDIES PROVIDED FOR IN THE RESTATED CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS AND REMEDIES PROVIDED BY LAW.



     Section 5.6 Headings. The headings, captions, and arrangements used in this Amendment
are for convenience only, are not a part of this Amendment, and shall not affect the interpretation
hereof.





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     Section 5.7 Expenses of Agent. Without limiting the terms and conditions of the Loan
Documents, the Borrower agrees to pay on demand: (a) all costs and expenses incurred by the Agent
in connection with the preparation, negotiation, and execution of this Amendment and the other Loan
Documents executed pursuant hereto and any and all subsequent amendments, modifications, and
supplements hereto or thereto, including without limitation, the costs and fees of the Agent’s
legal counsel; and (b) all costs and expenses reasonably incurred by the Agent in
connection with the enforcement or preservation of any rights under the Restated Credit
Agreement, this Amendment, and/or the other Loan Documents, including without limitation, the costs
and fees of the Agent’s legal counsel and the costs and fees associated with any environmental due
diligence conducted in relation hereto.



     Section 5.8 Choice of Law; Jury Trial Waiver. This Amendment shall be governed by and
construed according to the laws of the State of California (without regard to conflicts of law
principles thereof). EACH OF THE PARTIES HERETO WAIVES ITS RIGHT TO A TRIAL BY JURY, IF ANY, IN
ANY ACTION TO ENFORCE, DEFEND, INTERPRET, OR OTHERWISE CONCERNING THIS AMENDMENT.



     Section 5.9 Total Agreement. This Amendment, the Restated Credit Agreement, and all
other Loan Documents shall constitute the entire agreement between the parties relating to the
subject matter hereof, and shall rescind all prior agreements and understandings between the
parties hereto relating to the subject matter hereof, and shall not be changed or terminated
orally.



[Remainder of Page Intentionally Left Blank]




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          IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the day and
year first written above.




	 	 	 	 	 	 	 
	 	 	“BORROWER”	 	 
	 
	 	 	 	 	 	 
	 	 	PARAMOUNT PETROLEUM CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig H. Studwell	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Craig H. Studwell	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	“AGENT”	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as the Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Todd R. Eggertsen	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Todd R. Eggertsen	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	“BANK”	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as the Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Todd R. Eggertsen	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Todd R. Eggertsen	 	 
	 

	 	Title:
	 	 Vice President	 	 







 









 





	 	 	 	 	 	 	 
	 	 	“LENDERS”	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Todd R. Eggertsen	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Todd R. Eggertsen	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	SOCIÉTÉ GÉNÉRALE, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig Tashjian	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Craig Tashjian	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrea Servadio	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Andrea Servadio	 	 
	 

	 	Title:
	 	Associate	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK (WEST), FSB	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Hillary Savoie	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Hillary Savoie	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BNP PARIBAS,

   as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sally Haswell	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Sally Haswell	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard J. Wernli	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Richard J. Wernli	 	 
	 

	 	Title:
	 	Director	 	 







 









 





	 	 	 	 	 	 	 
	 	 	NATEXIS BANQUES POPULAIRES

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Simon Melchior	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Simon Melchior	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Vincent Lauras	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Vincent Lauras	 	 
	 

	 	Title:
	 	Managing Director	 	 







 









 





CONSENT AND ACKNOWLEDGEMENT




          Each of the undersigned acknowledges that its consent is not required, but nevertheless does
hereby consent to the foregoing Amendment. Each of the undersigned hereby reaffirms its
obligations under its Non-Recourse Suretyship Agreement, Pledge Agreement, and all other documents
executed by it in favor of the Agent and/or the Lenders (collectively, the “Suretyship
Agreements”), and acknowledges and agrees that the Suretyship Agreements remain in full force and
effect and the Suretyship Agreements are hereby ratified and confirmed. The signatures of the
undersigned shall be fully effective even if other persons named below fail to sign this
acknowledgment. The failure to obtain the signature of any of the undersigned shall not effect the
obligations, under the terms of the Suretyship Agreements, of the persons listed below, including
but not limited to the person who fails to sign.




	 	 	 	 	 
	 

	 	/s/ W. Scott Lovejoy
 

W. SCOTT LOVEJOY
	 	 
	 
	 	 	 	 
	 

	 	/s/ Mark R. Milano	 	 
	 

	 	 	 	 
	 

	 	MARK R. MILANO	 	 
	 
	 	 	 	 
	 

	 	/s/ Jerrel C. Barto	 	 
	 

	 	 	 	 
	 

	 	Jerrel C. Barto, Trustee of the Jerrel C.

and Janice D. Barto Living Trust, u/d/t	 	 
	 

	 	dated March 18, 1991	 	 
	 
	 	 	 	 
	 

	 	/s/ Janice D. Barto	 	 
	 

	 	 	 	 
	 

	 	Janice D. Barto, Trustee of the Jerrel C.

and Janice D. Barto Living Trust, u/d/t	 	 
	 

	 	dated March 18, 1991	 	 
	 
	 	 	 	 
	 

	 	/s/ Craig C. Barto	 	 
	 

	 	 	 	 
	 

	 	Craig C. Barto, Trustee of the Craig C.Barto

and Gisele M. Barto Living Trust , u/d/t	 	 
	 

	 	dated April 5, 1991	 	 
	 
	 	 	 	 
	 

	 	/s/ Gisele M. Barto	 	 
	 

	 	 	 	 
	 

	 	Gisele M. Barto, Trustee of the Craig C. Barto

and Gisele M. Barto Living Trust, u/d/t	 	 
	 

	 	dated April 5, 1991	 	 







 









 





CONSENT AND ACKNOWLEDGEMENT




          Each of the undersigned acknowledges that its consent is not required, but nevertheless does
hereby consent to the foregoing Amendment. Each of the undersigned hereby reaffirms its
obligations under its Guaranty Agreement, Security Agreement, Deed of Trust with Power of Sale,
Assignment of Leases and Rents, Security Agreement, Fixture Filing and Financing Statement, and all
other documents executed by it in favor of the Agent and/or the Lenders (collectively, the
“Guaranty Agreements”) and acknowledges and agrees that the Guaranty Agreements remain in full
force and effect and the Guaranty Agreements are hereby ratified and confirmed. The signatures of
the undersigned shall be fully effective even if other persons named below fail to sign this
acknowledgment. The failure to obtain the signature of any of the undersigned shall not effect the
obligations, under the terms of the Guaranty Agreements, of the persons listed below, including but
not limited to the person who fails to sign.




	 	 	 	 	 	 	 
	 	 	Paramount of Oregon, Inc., an Oregon
corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Craig H. Studwell
 

Craig H. Studwell
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Paramount of Washington, Inc., a Washington
corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig H. Studwell	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Craig H. Studwell	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Point Wells, LLC, a Washington limited

liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig H. Studwell	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Craig H. Studwell	 	 
	 

	 	Title:
	 	Assistant Manager