exv10w5



 







EXHIBIT
10.5




FOURTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT




     This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is dated as of
June 16, 2006 (the “Amendment Closing Date”) and is entered into by and among PARAMOUNT PETROLEUM
CORPORATION, a Delaware corporation (the “Borrower”), each of the financial institutions party to
the Credit Agreement referenced below (collectively the “Lenders”), BANK OF AMERICA, N.A., as
Administrative Agent for the Lenders (in its capacity as Administrative Agent, the “Agent”), and
BANK OF AMERICA, N.A., as Bank.



     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 “Credit Agreement”), dated as of July 26, 2005; and



     WHEREAS, the Borrower has requested that the Agent and the Lenders amend the Credit Agreement
in certain respects and the Agent and the Lenders have agreed to the foregoing request but only on
the terms and conditions set forth below.



     NOW, THEREFORE, the parties hereto do 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 Credit Agreement, as amended hereby.



ARTICLE II




AMENDMENTS




     Section 2.1 Debt Service Coverage Ratio. Section 7.23 of the Credit Agreement
titled “Debt Service Coverage Ratio” is hereby amended and restated in its entirety to read as
follows: 




     “ 7.23 Debt Service Coverage Ratio. The Borrower will maintain a Debt
Service Coverage Ratio (a) for the period of four (4) consecutive fiscal quarters
ended on the last day of the fiscal quarter ending on June 30, 2005 of not less than
0.6 to 1.0 and (b) for each period of four (4) consecutive fiscal quarters ended on
the last day of each fiscal quarter thereafter of not less than 1.2 to 1.0;
provided, that, for the period of four (4) consecutive fiscal quarters ended on the
last day of the fiscal quarter ending on March 31, 2006, the Borrower will maintain
a Debt Service Coverage Ratio of 1.0 to 1.0.”




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ARTICLE III




CONDITIONS




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



     (a) The representations and warranties contained herein and in the Credit Agreement, as
amended hereby, shall be true and correct in all material respects as of the date hereof as if made
on the date hereof, 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 shall have delivered to the Agent a fully-executed copy of this Amendment
together with all acknowledgements;



     (d) 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;



     (e) 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



     (f) 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
in its sole and absolute discretion.



ARTICLE IV




MISCELLANEOUS




     Section 4.1 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.



     Section 4.2 Loan Documents Unmodified. Except as otherwise specifically modified
by this Amendment, all terms and provisions of the Credit Agreement and all other Loan




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Documents,
as modified hereby, shall remain in full force and effect. A breach by the Borrower of the terms
of this Amendment shall be an Event of Default. 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 Credit Agreement and the other Loan Documents
shall continue to secure the payment and performance of all of the Obligations.




     Section 4.3 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 4.4 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 4.5 EFFECT OF WAIVER. NO CONSENT OR WAIVER, EXPRESS OR IMPLIED, BY THE AGENT
TO OR OF ANY BREACH OF OR DEVIATION FROM ANY COVENANT, DUTY, OR CONDITION SET FORTH IN THE 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 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 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 CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE CUMULATIVE AND NOT EXCLUSIVE
OF ANY RIGHTS AND REMEDIES PROVIDED BY LAW.



     Section 4.6 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.



     Section 4.7 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




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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 Credit Agreement, this Amendment, and/or
the other Loan Documents, including without limitation, the costs and fees of the Agent’s legal
counsel.




     Section 4.8 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). TO THE EXTENT PERMITTED BY LAW, 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. Without limiting the applicability of any other provision of the Credit Agreement,
the terms of Section 13.3 of the Credit Agreement shall apply to this Amendment.



     Section 4.9 Total Agreement. This Amendment, the 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,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Craig H. Studwell
 

Craig H. Studwell
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 







 









 





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

	 	By:

Name:
	 	/s/ Todd R. Eggertsen
 

Todd R. Eggertsen
	 	 
	 

	 	Title:
	 	Vice President	 	 







 









 





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

	 	By:

Name:
	 	/s/ Todd R. Eggertsen
 

Todd R. Eggertsen
	 	 
	 

	 	Title:
	 	Vice President	 	 







 









 





	 	 	 	 	 	 	 
	 	 	“LENDERS”	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Todd R. Eggertsen
 

Todd R. Eggertsen
	 	 
	 

	 	Title:
	 	Vice President	 	 






	 	 	 	 	 	 	 
	 	 	SOCIÉTÉ GÉNÉRALE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Chung-Taek Oh
 

Chung-Taek Oh
	 	 
	 

	 	Title:
	 	Associate	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Emmanuel Chesneau
 

Emmanuel Chesneau
	 	 
	 

	 	Title:
	 	Managing Director	 	 






	 	 	 	 	 	 	 
	 	 	CITIBANK (WEST), FSB	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Hillary Savoie
 

Hillary Savoie
	 	 
	 

	 	Title:
	 	Vice President	 	 






	 	 	 	 	 	 	 
	 	 	BNP PARIBAS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jordan Nenoff
 

Jordan Nenoff
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Keith Cox
 

Keith Cox
	 	 
	 

	 	Title:
	 	Managing Director	 	 







 









 





	 	 	 	 	 	 	 
	 	 	NATEXIS BANQUES POPULAIRES	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Simon Melchior
 

Simon Melchior
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Vincent Lauras
 

Vincent Lauras
	 	 
	 

	 	Title:
	 	Managing Director	 	 







 









 





     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 affect 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/ 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	 	 







 









 





     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:
	 	/s/ Craig H. Studwell
 

	 	 
	 	 	Name: 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