Exhibit 10.1
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred
to as the "Amendment") dated as of February 20, 2008, by and among EXCO PARTNERS
OPERATING PARTNERSHIP, LP ("Borrower"), CERTAIN SUBSIDIARIES OF BORROWER, as
Guarantors (the "Guarantors"), the LENDERS party hereto (the "Lenders"), and
JPMORGAN CHASE BANK, N.A., as Administrative Agent ("Administrative Agent").
Unless the context otherwise requires or unless otherwise expressly defined
herein, capitalized terms used but not defined in this Amendment have the
meanings assigned to such terms in the Credit Agreement (as defined below).
WITNESSETH:
WHEREAS, Borrower, Guarantors, Administrative Agent and Lenders have entered
into that certain Amended and Restated Credit Agreement dated as of March 30,
2007 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"); and
WHEREAS, Borrower has requested that the Administrative Agent and the Lenders
amend the Credit Agreement to, among other things, include the value of certain
pipeline assets of the Borrower and its Restricted Subsidiaries in the
calculation of the Borrowing Base;
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confessed, Borrower,
Guarantors, Administrative Agent and the Lenders hereby agree as follows:
SECTION 1.
AMENDMENTS TO CREDIT AGREEMENT.
SUBJECT TO THE SATISFACTION OR
WAIVER IN WRITING OF EACH CONDITION PRECEDENT SET FORTH IN SECTION 2 HEREOF, AND
IN RELIANCE ON THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
CONTAINED IN THIS AMENDMENT, THE CREDIT AGREEMENT SHALL BE AMENDED IN THE MANNER
PROVIDED IN THIS SECTION 1.
1.1
AMENDED DEFINITION.
SECTION 1.01 OF THE CREDIT AGREEMENT SHALL BE
AND IT HEREBY IS AMENDED BY AMENDING AND RESTATING THE FOLLOWING DEFINITION TO
READ IN ITS ENTIRETY AS FOLLOWS:
"ADJUSTED LIBO RATE" MEANS, WITH RESPECT TO ANY EURODOLLAR BORROWING FOR ANY
INTEREST PERIOD, AN INTEREST RATE PER ANNUM EQUAL TO (A) THE LIBO RATE FOR SUCH
INTEREST PERIOD MULTIPLIED BY (B) THE STATUTORY RESERVE RATE.
1.2
ADDITIONAL DEFINITIONS.
SECTION 1.01 OF THE CREDIT AGREEMENT SHALL
BE AND IT HEREBY IS AMENDED BY INSERTING THE FOLLOWING DEFINITIONS IN
APPROPRIATE ALPHABETICAL ORDER:
"Midstream Assets" means the pipelines and natural gas gathering lines owned by
the Borrower and its Midstream Subsidiaries and used to transport Natural Gas
produced by any Person.
"Midstream EBITDA" means for any date of determination and for the four fiscal
quarter period ending on such date of determination, the consolidated net income
(or loss) of the Borrower and its Midstream Subsidiaries, with respect to the
Midstream Assets, determined on a consolidated basis in accordance with GAAP and
as set forth on the Midstream Operating Statement for such period; plus, without
duplication and to the extent deducted in the calculation of consolidated net
income for such period, the sum of (a) income or franchise Taxes paid or
accrued; (b) amortization and depreciation expense; (c) losses from sales or
other dispositions of assets and other extraordinary or non-recurring losses;
and