Exhibit 10.1
FOURTH AMENDMENT TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated and effective as of March 1, 2007 (the "Amendment Effective
Date"), which amends that certain Second Amended and Restated Credit Agreement
dated as of March 30, 2006, as amended by the First Amendment to the Second
Amended and Restated Credit Agreement dated as of May 2, 2006 and the Second
Amendment to Second Amended and Restated Credit Agreement dated as of October
25, 2006 and the Third Amendment to Second Amended and Restated Credit Agreement
dated as of November 29, 2006, by and among VENOCO, INC., a Delaware corporation
(the "Company"), the Guarantors, each of the Lenders party thereto, BANK OF
MONTREAL, a Canadian chartered bank acting through certain of its U.S. branches
or agencies, as Administrative Agent (in such capacity, the "Administrative
Agent"), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, and LEHMAN COMMERCIAL PAPER INC.,
as Co-Syndication Agents and FORTIS CAPITAL CORP., as Documentation Agent (as in
effect immediately prior to the Amendment Effective Date, the "Credit
Agreement"), is by and among the Company, the Guarantors, each of the Lenders
party hereto and the Administrative Agent.
WHEREAS, the Company has requested that the Credit Agreement be amended to make
certain changes to the Credit Agreement on the terms and conditions set forth in
this Amendment; and
WHEREAS, all of the Lenders have agreed to such amendments subject to the terms
and conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained herein and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
SECTION 1.
DEFINED TERMS; INTERPRETATION.
(A)
CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE
THE MEANINGS ASSIGNED SUCH TERMS IN THE CREDIT AGREEMENT.
(B)
THE RULES OF INTERPRETATION SET FORTH IN SECTION 1.2 OF THE CREDIT
AGREEMENT ARE INCORPORATED IN THIS AMENDMENT AS IF SET FORTH HEREIN.
SECTION 2.
AMENDMENTS.
THE CREDIT AGREEMENT IS HEREBY AMENDED AS
FOLLOWS:
(A)
SECTION 8.4(H) IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
1
"(H) ACQUISITIONS OF PROVED HYDROCARBON INTERESTS AND RELATED ASSETS."
(B)
ARTICLE VIII OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY DELETING
THE ENTIRETY OF SECTION 8.24 AND REPLACING THE TEXT THEREOF WITH "[INTENTIONALLY
OMITTED]."
SECTION 3.
AMENDMENT AND RATIFICATION.
UPON THE EFFECTIVENESS
HEREOF AS PROVIDED IN SECTION 4 OF THIS AMENDMENT, THIS AMENDMENT SHALL BE
DEEMED TO BE AN AMENDMENT TO THE CREDIT AGREEMENT, AND THE CREDIT AGREEMENT, AS
MODIFIED HEREBY, IS HEREBY RATIFIED, APPROVED AND CONFIRMED TO BE IN FULL FORCE
AND EFFECT IN EACH AND EVERY RESPECT.
EXCEPT AS EXPRESSLY PROVIDED BY THE
AMENDMENTS SET FORTH IN SECTION 2 OF THIS AMENDMENT, THE EXECUTION, DELIVERY AND
EFFECTIVENESS OF THIS AMENDMENT SHALL NEITHER OPERATE AS A WAIVER OF ANY RIGHT,
POWER OR REMEDY OF ANY LENDER OR ANY AGENT, NOR