Execution Version
FIRST 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 July 14, 2006
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment")
executed effective as of the 14th of July, 2006 (the "First 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 (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 First Amendment, shall have
the meaning ascribed to such term in the Credit Agreement. Unless otherwise
indicated, all section references in this First 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 definitions:
(a) The definition of "Agreement" is hereby amended and restated as
follows:
"'Agreement' means this Credit Agreement, as amended by that certain
First Amendment to Credit Agreement, dated as of July 14, 2006, and as the same
may from time to time be further amended, modified, supplemented or restated."
"'Consolidated Net Income' means with respect to the Borrower and the
Consolidated Subsidiaries, for any period, the aggregate of the net
income (or loss) of the Borrower and the Consolidated Subsidiaries
after allowances for taxes for such period determined on a consolidated
basis in accordance with GAAP; provided that there shall be excluded
from such net income (to the extent otherwise included therein) the
following: (a) the net income of any Person in which the Borrower or
any Consolidated Subsidiary has an interest (which interest does not
cause the net income of such other Person to be consolidated with the
net income of the Borrower and the Consolidated Subsidiaries in
accordance with GAAP), except to the extent of the amount of dividends
or distributions actually paid in cash during such period by such other
Person to the Borrower or to a Consolidated Subsidiary, as the case may
be; (b) the net income (but not loss) during such period of any
Consolidated Subsidiary to the extent that the declaration or payment
of dividends or similar distributions or transfers or loans by that
Consolidated Subsidiary is not at the time permitted by operation of
the terms of its charter or any agreement, instrument or Governmental
Requirement applicable to such Consolidated Subsidiary or is otherwise
restricted or prohibited, in each case determined in accordance with
GAAP; (c) the net income (or loss) of any Person acquired in a
pooling-of-interests transaction for any period prior to the date of
such transaction; (d) any extraordinary gains or losses during such
period, (e) non-cash gains or losses under FAS 133 resulting from the
net change in Borrower's xxxx-to-market portfolio of commodity price
risk management activities during that period, (f) any gains or losses
attributable to writeups or writedowns of assets, including ceiling
test writedowns and (g) non-cash share-based payments under FASB
Statement No. 123R; and provided further that if the Borrower or any
Consolidated Subsidiary shall acquire or dispose of any Property during
such period, then Consolidated Net Income shall be calculated after
giving pro forma effect to such acquisition or disposition as if such
acquisition or disposition had occurred on the first day of such
period."
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2.2 Section 9.01(a). Section 9.01(a) is hereby amended and restated in
its entirety as follows:
"(a) Commencing December 31, 2006, Aurora and the Borrower, on a
consolidated basis, will not, (i) as of the last day of such fiscal quarter,
permit their ratio of EBITDAX for such fiscal quarter to Interest Expense for
such fiscal quarter to be less than 2.0 to 1.0, (ii) as of the last day of the
fiscal quarter ending March 31, 2007, permit their ratio of EBITDAX for the
period of two fiscal quarters then ending to Interest Expense for such period to
be less than 2.5 to 1.0, (iii) as of the last day of the fiscal quarter ending
June 30, 2007, permit their ratio of EBITDAX for the period of three fiscal
quarters then ending to Interest Expense for such period to be less than 2.5 to
1.0 and (iv) as of the last day of any fiscal quarter ending on or after
September 30, 2007, permit their ratio of EBITDAX for the period of four fiscal
quarters then ending to Interest Expense for such period to be less than 2.5 to
1.0.
Section 3. Interim Redetermination of the Borrowing Base. Pursuant to
Section 2.07(b), the Borrower elects to initiate, and each Lender consents to,
an Interim Redetermination pursuant to which the Borrowing Base shall be
increased to $50,000,000, effective from and including the First Amendment
Effective Date to but excluding the next Redetermination Date. Notwithstanding
the foregoing, the Borrowing Base may be subject to further adjustments from
time to time pursuant to Section 8.13(c) or Section 9.12(d).
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Section 4. Conditions Precedent. The effectiveness of this First
Amendment is subject to the receipt by the Administrative Agent of the following
documents and satisfaction of the other conditions provided in this Section 4,
each of which shall be reasonably satisfactory to the Administrative Agent in
form and substance:
4.1 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 First 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.
4.2 First Amendment. The Administrative Agent shall have received
multiple counterparts as requested of this First Amendment from each Lender.
4.3 No Default. No Default or Event of Default shall have occurred and
be continuing as of the First Amendment Effective Date.
Section 5. Representations and Warranties; Etc. Each Obligor hereby
affirms: (a) that as of the date of execution and delivery of this First
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 First 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 First Amendment and to the transactions
contemplated hereby, no Defaults exist under the Loan Documents or will exist
under the Loan Documents.
Section 6. Miscellaneous.
6.1 Confirmation. The provisions of the Credit Agreement (as amended by
this First Amendment) shall remain in full force and effect in accordance with
its terms following the effectiveness of this First Amendment.
6.2 Ratification and Affirmation of Obligors. Each of the Obligors
hereby expressly (i) acknowledges the terms of this First 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.
6.3 Counterparts. This First 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.
6.4 No Oral Agreement. THIS WRITTEN FIRST 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.
6.5 Governing Law. THIS FIRST 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 First 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
First Amendment
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ADMINISTRATIVE AGENT: BNP PARIBAS,
as Administrative Agent and Lender
By: /s/ Xxxx Xxxxxxx
-------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
By: /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: Director
First Amendment
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