BNP PARIBAS
EXHIBIT
10.29
BNP
PARIBAS
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
October
6, 2009
Aurora
Oil & Gas Corporation
0000
Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxx
Xxxx, Xxxxxxxx 00000
Attention:
Chief Financial Officer
Re: Fee Letter – Administrative
Agent and Arranger
Dear Sir
or Madam:
Reference is made to the
Debtor-In-Possession Credit Agreement, date as of October 6, 2009 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Aurora Oil & Gas Corporation (“Aurora”), as
borrower, Xxxxxx Pipeline & Processing Co., LLC, the lenders party thereto
(collectively, the "Lenders"), and BNP
Paribas, in as administrative agent for the Lenders (in such capacity, the
“Administrative
Agent”) and as sole lead arranger (in such capacity, the “Arranger”). Capitalized
terms used but not defined herein shall have the respective meaning given to
them in the Credit Agreement. This letter agreement (“Fee Letter”) contains
the agreement referenced in Section 3.5(c) of the Credit Agreement.
As consideration for BNP Paribas’
agreement to act as Arranger under the Credit Agreement, Aurora hereby
irrevocably agrees to pay the Arranger, for its own account, an arrangement fee
of 0.50% of the Aggregate Commitments (the “Arrangement
Fee”). The Arrangement Fee shall be due and payable on the
Effective Date.
As consideration for BNP Paribas’
agreement to act as Administrative Agent under the Credit Agreement and the
other Loan Documents, Aurora irrevocably agrees to pay the Administrative Agent,
for its own account, an administrative agency fee in the amount equal to
$5,000.00 per month (the “Administrative Agency
Fee” and, together with the Arrangement Fee, the “Fees”), which fee
will be payable on the Effective Date and monthly in advance on or prior to the
beginning of each calendar month prior to the Maturity Date.
In addition, BNP Paribas and the
Administrative Agent shall be paid the other fees specified in the Credit
Agreement.
Aurora agrees that, once paid, the Fees
or any part thereof payable hereunder and under the Credit Agreement shall not
be refundable under any circumstances, regardless of whether the transactions or
Borrowings contemplated by the Credit Agreement and the other Loan Documents are
consummated. Each of the Fees shall be paid by Aurora without
set-off, deduction or counterclaim and shall be free and clear of and without
deduction by reason of, any taxes, levies, imports, stamp or other duties, fees
or charges. All Fees payable hereunder and the other fees payable
under the Credit Agreement shall be paid in immediately available funds and
shall be in addition to Aurora’s payment and reimbursement
obligations to BNP Paribas and the Administrative Agent under Section 6.01(a)(i)
and Section 12.03(a) of the Credit Agreement.
It is understood and agreed that this
Fee Letter shall not constitute or give rise to any obligation to provide any
financing; such an obligation will arise only to the extent provided in the
Credit Agreement if accepted in accordance with its terms. This Fee
Letter may not be amended or waived except by an instrument in writing signed by
BNP Paribas, in its capacity as the Administrative Agent and in its capacity as
the Arranger, and Aurora.
Each of the parties hereto hereby
acknowledges and agrees that (i) this Fee Letter constitutes a Loan Document
pursuant to the Credit Agreement and the other Loan Documents and shall be
construed, administered and applied as a Loan Document in accordance with the
terms and provisions of the Credit Agreement and the other Loan Documents and
(ii) the Fees described herein constitutes part of the Indebtedness and shall be
construed, administered and applied as a Indebtedness in accordance with the
terms and provisions of the Credit Agreement and the other Loan
Documents.
This Fee Letter may be executed in any
number of counterparts, each of which shall be an original, and all of which,
when taken together, shall constitute one agreement. Delivery of an
executed signature page of this Fee Letter by facsimile or other electronic
transmission shall be equally as effective as delivery of a manually executed
counterpart hereof.
THIS FEE LETTER SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
Each of the parties hereto accepts that
this Fee Letter and its contents are subject to the confidentiality provisions
of the Credit Agreement.
[signature page begins on next
page]
Fee
Letter
2
Please confirm that the foregoing is
our mutual understanding by signing and returning to us an executed counterpart
of this Fee Letter.
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Very
truly yours,
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BNP
PARIBAS,
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as
Administrative Agent and as Arranger
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By:
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/s/ Xxx Xxxxxxxxx
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Name:
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Xxx
Xxxxxxxxx
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Title:
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Managing
Director
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By:
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/s/ Xxxxxxx XxXxxxx
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Name:
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Xxxxxxx
XxXxxxx
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Title:
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Vice
President
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Accepted
and agreed to as of
the date
first written above by:
AURORA
OIL & GAS CORPORATION
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By:
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/s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx
Xxxxxx
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Title: Chief
Restructuring Officer
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Fee
Letter
3
