SECOND 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 December...
SECOND
AMENDMENT
TO
CREDIT
AGREEMENT
Among
XXXXXX
XXXXXX
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 December 21, 2006
SECOND
AMENDMENT TO
CREDIT
AGREEMENT
This
Second
Amendment to Credit Agreement
(this
“Second
Amendment”)
executed effective as of the 21st of December, 2006 (the “Second
Amendment Effective Date”)
is
among Xxxxxx
Xxxxxx 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 (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 Second Amendment, shall have the meaning ascribed to such
term
in the Credit Agreement. Unless otherwise indicated, all section references
in
this Second Amendment refer to the Credit Agreement.
Section
2. Amendments
to Credit Agreement.
2.1 Definitions.
Section
1.02 is hereby amended by adding or amending and restating the following
definitions:
“
‘Agreement’
means
this Credit Agreement, as amended by that certain First Amendment to Credit
Agreement, dated as of July 14, 2006 and that certain Second Amendment to
Credit
Agreement, dated as of December 21, 2006, and as the same may from time to
time
be further amended, modified, supplemented or restated.”
“
‘Cadence’
means
Aurora Oil and Gas Corporation, a Utah corporation formerly known as Cadence
Resources Corporation.”
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2
2.2 Section
9.01(a). Section
9.01(a) is hereby amended and restated in its entirety as follows:
“(a) Interest
Coverage Ratio.
Aurora
and the Borrower, on a consolidated basis, will not, (i) as of the last day
of
the fiscal quarter ending March 31, 2007, permit their ratio of EBITDAX for
the
period of such fiscal quarter then ending to Interest Expense for such period
to
be less than 2.0 to 1.0, (ii) as of the last day of the fiscal quarter ending
June 30, 2007, permit their ratio of EBITDAX for the period of such fiscal
quarter then ending to Interest Expense for such period to be less than 2.25
to
1.0 and (iii) as of the last day of any fiscal quarter ending on or after
September 30, 2007, permit their ratio of EBITDAX for the fiscal quarter
then
ending to Interest Expense for such period to be less than 2.5 to 1.0. This
interest coverage ratio covenant shall not be required for the fiscal quarter
ending December 31, 2006.”
Section
3. Conditions
Precedent.
The
effectiveness of this Second 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 Second 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 Second
Amendment.
The
Administrative Agent shall have received multiple counterparts as requested
of
this Second Amendment from each Lender.
3.3 No
Default.
No
Default or Event of Default shall have occurred and be continuing as of the
Second 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 Second 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 Second 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 Second 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 Second Amendment)
shall
remain in full force and effect in accordance with its terms following the
effectiveness of this Second Amendment.
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3
5.2 Ratification
and Affirmation of Obligors.
Each of
the Obligors hereby expressly (i) acknowledges the terms of this Second
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
Second 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 SECOND
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
SECOND
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.
Page
4
IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly
executed effective as of the date first written above.
| BORROWER: | XXXXXX XXXXXX NORTH, L.L.C. | |
| |
By:
Aurora Energy, Ltd., its sole manager |
|
|
By:
|
/s/ Xxxxxxx X. Xxxxxx | |
|
Xxxxxxx X. Xxxxxx, President |
||
| GUARANTORS: |
AURORA
ENERGY, LTD.
|
|
|
By:
|
/s/ Xxxxxxx X. Xxxxxx | |
|
Xxxxxxx X. Xxxxxx, President |
||
|
AURORA
OIL & GAS CORPORATION
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxx | |
|
Xxxxxxx X. Xxxxxx, President |
||
Page5
| ADMINISTRATIVE AGENT: | BNP PARIBAS, | |
| as Administrative Agent and Lender | ||
| By: |
/s/ Xxxxxxx X.Xxxxxxx
|
|
|
Name:
|
Xxxxxxx X.Xxxxxxx
|
|
| Title: | Managing Director | |
| By: |
/s/
Xxxxx Xxxxxx
|
|
|
Name:
|
Xxxxx Xxxxxx |
|
| Title: | Director |
| LENDERS: | COMERICA BANK | |
| By: |
/s/
Xxxxx X. Xxxxxx
|
|
|
Name:
|
|
|
| Title: | Vice President | |
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6
