Exhibit 10.2
FIRST AMENDMENT TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated and effective as of April 28, 2006 (the "Amendment Effective
Date"), which amends that certain Second Amended and Restated Credit Agreement
dated as of March 30, 2006 by and among VENOCO, INC., a Delaware corporation
(the "Company"), the Original 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 Co-Documentation Agents (as
in effect immediately prior to the Amendment Effective Date, the "Credit
Agreement"), is by and among the Company, each of the Original Guarantors and
each of the TexCal Subsidiaries, as Guarantors, each of the Lenders party hereto
and the Administrative Agent.
WHEREAS, the Company has requested that the Credit Agreement be amended to allow
FORTIS CAPITAL CORP., ALLIED IRISH BANKS P.L.C., AMEGY BANK NATIONAL
ASSOCIATION, UNION BANK OF CALIFORNIA, N.A. AND BANK OF OKLAHOMA, NATIONAL
ASSOCIATION (collectively, the "New Lenders") to become "Lenders" party to the
Credit Agreement, as set forth herein;
WHEREAS, the Company has requested that the Credit Agreement be amended to
reflect the resignation of each of Credit Suisse, Cayman Islands Branch and
Lehman Commercial Paper Inc. as a Co-Documentation Agent under the Credit
Agreement and to appoint Fortis Capital Corp. as Documentation Agent under the
Credit Agreement, as set forth herein;
WHEREAS, the Company has requested that the Credit Agreement be amended to make
certain other changes to the Credit Agreement on the terms and conditions set
forth in this Amendment; and
WHEREAS, all of the Lenders (including the New 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.
As used
herein, the term "Current Lenders" means the Lenders identified as the Current
Lenders on Schedule I hereto.
Capitalized terms used but not otherwise defined
herein shall have the meanings assigned such terms in the Credit Agreement.
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 1.
Lender Transactions.
1
(A)
EACH CURRENT LENDER HEREBY SELLS, TRANSFERS AND ASSIGNS TO THE
OTHER CURRENT LENDERS AND THE NEW LENDERS, AND EACH OTHER CURRENT LENDER AND
EACH NEW LENDER HEREBY PURCHASES, ASSUMES AND UNDERTAKES FROM SUCH CURRENT
LENDER, WITHOUT RECOURSE AND WITHOUT REPRESENTATION OR WARRANTY (EXCEPT AS
PROVIDED IN THIS SECTION 1) A PERCENTAGE EQUAL TO THE PERCENTAGE SET FORTH
OPPOSITE SUCH LENDER'S NAME ON SCHEDULE I HERETO UNDER THE COLUMN "PRO RATA
SHARES PURCHASED ON THE AMENDMENT EFFECTIVE DATE"