THIRD AMENDMENT TO CREDIT AGREEMENT AMONG AURORA ANTRIM NORTH, L.L.C. as Borrower, AURORA ENERGY, LTD. AND AURORA OIL & GAS CORPORATION, as Guarantors, BNP PARIBAS, as Administrative Agent, and The Lenders Signatory Hereto Effective as of June 20, 2007
THIRD
AMENDMENT
TO
AMONG
▇▇▇▇▇▇
▇▇▇▇▇▇ NORTH, L.L.C.
as
Borrower,
AURORA
ENERGY, LTD. AND
AURORA
OIL & GAS CORPORATION,
as
Guarantors,
BNP
PARIBAS,
as
Administrative Agent,
and
The
Lenders Signatory Hereto
Effective as of June 20, 2007
THIRD
AMENDMENT TO CREDIT AGREEMENT
This
THIRD
AMENDMENT TO CREDIT AGREEMENT (this
“Third
Amendment”)
executed effective as of June 20, 2007 (the “Third
Amendment Effective Date”)
is
among ▇▇▇▇▇▇
▇▇▇▇▇▇ NORTH, L.L.C., a
Michigan limited liability company (the “Borrower”);
each
of AURORA
ENERGY, LTD.,
a Nevada
corporation and AURORA
OIL & GAS CORPORATION (formerly
known as Cadence Resources Corporation),
a Utah
corporation (the “Guarantors”,
and
together with the Borrower, the “Obligors”);
each
of the Lenders that is a signatory hereto; and BNP
Paribas,
as
administrative agent for the Lenders (in such capacity, together with its
successors, the “Administrative
Agent”).
Recitals
A. The
Borrower, the Guarantors, the Administrative Agent and the Lenders are parties
to that certain Credit Agreement dated as of January 31, 2006, as amended by
the
First Amendment to Credit Agreement, dated July 14, 2006 and the Second
Amendment to Credit Agreement, dated December 21, 2006 (as amended, the
“Credit
Agreement”),
pursuant to which the Lenders have made certain credit available to and on
behalf of the Borrower.
B. The
Borrower has requested and the Administrative Agent and the Lenders have agreed
to amend certain provisions of the Credit Agreement.
C. NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties hereto agree as follows:
Section
1. Defined
Terms.
Each
capitalized term which is defined in the Credit Agreement, but which is not
defined in this Third Amendment, shall have the meaning ascribed to such term
in
the Credit Agreement. Unless otherwise indicated, all section references in
this
Third Amendment refer to the Credit Agreement.
Section
2. Amendments
to Credit Agreement.
2.1 Definitions.
Section
1.02 is hereby amended by amending and restating the following
definition:
“
‘Agreement’
means
this Credit Agreement, as amended by that certain First Amendment to Credit
Agreement, dated as of July 14, 2006, that certain Second Amendment to Credit
Agreement, dated as of December 21, 2006 and the Third Amendment to Credit
Agreement, dated as of June 20, 2007, and as the same may from time to time
be
further amended, modified, supplemented or restated.”
2.2 Section
9.01(a).
Section
9.01(a) is hereby amended and restated in its entirety as follows:
“(a) Interest
Coverage Ratio.
The
Borrower, on a consolidated basis (with Aurora and Cadence), will not, as of
the
last day of any fiscal quarter, permit its ratio of EBITDAX for such fiscal
quarter then ending to Interest Expense for such period to be (i) less than
2.0
to 1.0 for the quarters ending on June 30, 2007 and September 30, 2007, (ii)
less than 2.25 to 1.0 for the fiscal quarter ending December 31, 2007 and (iii)
less than 2.5 to 1.0 for all fiscal quarters ending on or after March 31,
2008.”
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2.3 Section
9.18.
Section
9.18 is hereby amended by amending and restating the last sentence of such
section as follows:
“Swap
Agreements may contain contingent requirements, agreements or covenants for
the
Borrower or a Subsidiary to post collateral or margin to secure their
obligations under such Swap Agreement or to cover market exposures, provided
that the Borrower is in compliance with Section 9.03.”
Section
3. Conditions
Precedent.
The
effectiveness of this Third Amendment is subject to the receipt by the
Administrative Agent of the following documents and satisfaction of the other
conditions provided in this Section 3, each of which shall be reasonably
satisfactory to the Administrative Agent in form and substance:
3.1 Payment
of Outstanding Invoices.
Payment
by the Borrower to the Administrative Agent of all fees and other amounts due
and payable on or prior to the Third Amendment Effective Date, including, to
the
extent invoiced, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Borrower.
3.2 Third
Amendment.
The
Administrative Agent shall have received multiple counterparts as requested
of
this Third Amendment from each Lender.
3.3 No
Default.
No
Default or Event of Default shall have occurred and be continuing as of the
Third Amendment Effective Date.
Section
4. Representations
and Warranties; Etc.
Each
Obligor hereby affirms: (a) that as of the date of execution and delivery of
this Third Amendment, all of the representations and warranties contained in
each Loan Document to which such Obligor is a party are true and correct in
all
material respects as though made on and as of the Third Amendment Effective
Date
(unless made as of a specific earlier date, in which case, was true as of such
date); and (b) that after giving effect to this Third Amendment and to the
transactions contemplated hereby, no Defaults exist under the Loan Documents
or
will exist under the Loan Documents.
Section
5. Miscellaneous.
5.1 Confirmation.
The
provisions of the Credit Agreement (as amended by this Third Amendment) shall
remain in full force and effect in accordance with its terms following the
effectiveness of this Third Amendment.
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5.2 Ratification
and Affirmation of Obligors.
Each of
the Obligors hereby expressly (i) acknowledges the terms of this Third
Amendment, (ii) ratifies and affirms its obligations under the Guarantee
Agreement and the other Security Instruments to which it is a party, (iii)
acknowledges, renews and extends its continued liability under the Guarantee
Agreement and the other Security Instruments to which it is a party and agrees
that its guarantee under the Guarantee Agreement and the other Security
Instruments to which it is a party remains in full force and effect with respect
to the Indebtedness as amended hereby.
5.3 Counterparts.
This
Third Amendment may be executed by one or more of the parties hereto in any
number of separate counterparts, and all of such counterparts taken together
shall be deemed to constitute one and the same instrument.
5.4 No
Oral Agreement.
THIS
WRITTEN THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS
EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
5.5 Governing
Law.
THIS
THIRD AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY
HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE
STATE OF TEXAS.
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IN
WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be
duly
executed effective as of the date first written above.
| BORROWER: |
▇▇▇▇▇▇
▇▇▇▇▇▇ NORTH, L.L.C.
|
|
|
By:
Aurora Energy, Ltd., its sole manager
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||
| |
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| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Executive Officer |
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GUARANTORS:
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AURORA
ENERGY, LTD.
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| |
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| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Executive Officer |
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AURORA
OIL & GAS CORPORATION
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||
| |
|
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| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, Chief Executive Officer
|
||
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| ADMINISTRATIVE AGENT: | BNP
PARIBAS,
as
Administrative Agent and Lender
|
|
| |
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| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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| Title: Managing Director | ||
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| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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| Title: Vice President | ||
| LENDERS: | COMERICA BANK | |
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| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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| Title: Vice President | ||
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