FORBEARANCE AGREEMENT AND AMENDMENT NO. 1 TO SECOND LIEN TERM LOAN AGREEMENT
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EXHIBIT
10.20
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FINAL
EXECUTION VERSION
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06/12/08
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TO
SECOND LIEN TERM LOAN AGREEMENT
THIS
FORBEARANCE AGREEMENT AND AMENDMENT NO. 1 TO SECOND LIEN TERM LOAN AGREEMENT
(this “Agreement”),
dated
as of June 2, 2008, is among Aurora Oil & Gas Corporation, a Utah
corporation (the “Borrower”),
BNP
PARIBAS, as administrative agent for the Lenders (in such capacity together
with
any successors thereto, the “Administrative
Agent”),
and
the Lenders.
RECITALS
WHEREAS,
the Borrower, the Administrative Agent and the Lenders entered into that
certain
Second Lien Term Loan Agreement, dated as of August 20, 2007 (together with
all
amendments, restatements, supplements or other modifications from time to
time
made thereto, the “Loan
Agreement”),
pursuant to which the Lenders have made Loans to the Borrower;
WHEREAS,
the Borrower has notified the Administrative Agent that it has suffered certain
identified Defaults or Events of Default and failed or may shortly fail to
comply with certain covenants set forth in the Loan Agreement, with the result
being that certain identified Defaults or Events of Default have occurred
or may
occur and be continuing under the Loan Agreement;
WHEREAS,
the Borrower has requested that the Administrative Agent and the Lenders
(1)
permanently waive certain identified Events of Default, and (2) forbear and
not
waive, but instead refrain from exercising any available rights and remedies
in
respect of certain other potential identified Defaults or Events of Default,
and
the Administrative Agent and the Lenders are willing to do so but only on
the
terms, conditions and limitations hereinafter set forth;
WHEREAS,
the Borrower, Xxxxxx Pipeline & Processing Co., LLC (the “Guarantor”),
the
Administrative Agent and the Lenders also intend to amend the Loan Agreement
as
hereinafter set forth;
NOW,
THEREFORE, in consideration of the foregoing, the mutual agreements herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
SECTION
1. DEFINED
TERMS.
Unless
expressly defined herein, all defined terms used herein shall have the same
meanings as set forth in the Loan Agreement. Section references are to sections
in the Loan Agreement unless otherwise noted.
SECTION
2. WAIVER
AND CONSENT.
2.1 Waiver
of Defaults.
The
Borrower has informed the Administrative Agent and the Lenders that it has
failed to comply with the financial covenant in Section 9.01(b) for the period
ending prior to and including March 31, 2008. In addition, the Borrower has
informed the Administrative Agent and the Lenders that it has failed to achieve
daily production required in Section 8.18 as of March 31, 2008. The Borrower
hereby requests, and the Lenders hereby do, permanently waive any Default
or
Event of Default under Section 10.01(d) and (e) resulting from the
non-compliance with Sections 9.01(b) and 8.18 for any date of determination
occurring on or prior to and including March 31, 2008 (such Defaults and
Events
of Default being referred to herein as the “Waived
Defaults”).
The
waiver in this Section 2.1 is limited to the Waived Defaults and shall not
be
construed as a waiver of any Defaults or Events of Default under such Sections
of the Loan Agreement for any periods other than those specified herein and
shall not apply to any other Defaults or Events of Default that may exist
or
arise later.
2.2 Consent
to Sale of Woodford Shale Oil and Gas Properties.
Subject
to compliance with the following sentence, the Lenders hereby consent under
Section 9.12 to the sale of certain Oil and Gas Properties located in Cleveland,
Pottawatomie and XxXxxxx Counties in Oklahoma which do not contain any Proved
Reserves as of the date of this Agreement and which are commonly known as
the
Woodford Shale (the “Woodford
Shale Oil and Gas Properties”)
or all
of the Equity Interests of the Wholly-Owned Subsidiary owning the Woodford
Shale
Oil and Gas Properties (and which owns no other Properties other than Properties
ancillary thereto); provided that (a) no Default or Event of Default under
any
Section of the Loan Agreement (other than the Designated Defaults or the
Waived
Defaults) exists at the time of such sale, and (b) such sale is substantially
all cash and results in a gross cash amount in excess of the aggregate purchase
price paid for the Woodford Shale Oil and Gas Properties. In the event the
Borrower sells all or any material portion of the Woodford Shale Oil and
Gas
Properties (or the Equity Interests in the Wholly-Owned Subsidiary owning
such
Properties), the Borrower will, on the next Business Day after it receives
any
cash proceeds associated therewith, use 50% of the net cash proceeds to prepay
Loans outstanding under the Senior Revolving Credit Agreement, including
any
Borrowing Base Deficiency, to be applied in accordance with Section 3.04
of the
Senior Revolving Credit Agreement, as such section may be modified by certain
Forbearance Agreement and Amendment No. 1 to Credit Agreement related to
the
Senior Revolving Credit Agreement.
SECTION
3. FORBEARANCE.
3.1 Acknowledgement
of Designated Defaults.
The
Borrower and the Guarantor acknowledge and agree as follows:
2
(a) the
Borrower is or may be in default of, is or may be in or breach of or has
failed
or may fail to comply with certain covenants contained in the Loan Documents,
as
and to the extent further described on Schedule I attached hereto (such defaults
being collectively referred to herein as the “Designated
Defaults”);
and
(b) the
Majority Lenders in accordance with, and subject to, the terms of the Loan
Documents have the right to accelerate the Loans outstanding under the Loan
Agreement and to make demands upon the Borrower and the Guarantor for the
payment in full of the Indebtedness for the Designated Defaults.
3.2 Agreement
to Standstill.
(a) The
Administrative Agent, for itself and on behalf of the Lenders, agrees, subject
to the complete satisfaction of the conditions precedent set forth in Section
6
hereof, to forbear and refrain during the period from June 2, 2008, until
and
including August 15, 2008 (the “Standstill
Period”)
from
(i) accelerating any Loans outstanding under the Loan Agreement, (ii) exercising
all rights and remedies and (iii) taking any other enforcement action under
the
Loan Documents at law or otherwise, in each case, as a result of the Designated
Defaults. Nothing contained in this Agreement shall prejudice any rights
or
remedies that the Administrative Agent or any of the Lenders may have to
exercise any rights and remedies during the Standstill Period with respect
to
any Defaults or Event of Default (whether now existing or hereafter occurring)
other than the Designated Defaults. Moreover, nothing contained in this
Agreement shall prejudice any rights or remedies the Administrative Agent
or any
of the Lenders may have to exercise any rights and remedies with respect
to the
Designated Defaults (other than the Waived Defaults) after expiration of
the
Standstill Period. The Standstill Period shall terminate upon the occurrence
of
any Forbearance Termination Event (as defined below).
(b) Notwithstanding
Section 2.04(e) to the contrary, during the Standstill Period, the Designated
Defaults shall not serve to prevent the interest elections of the Borrower
otherwise permitted under Section 2.04. The Lenders will not impose Post-Default
Rate interest for the Designated Defaults during the Standstill Period or
thereafter.
3.3 Forbearance
Covenants.
The
Borrower agrees to comply with each of the following covenants during the
Standstill Period:
(a) Monthly
Financial Reports.
The
Borrower shall deliver to the Administrative Agent on or before the twentieth
business day of each month, a detailed monthly financial reporting package
for
the previous month that shall include an account payables aging, status of
working capital, monthly production reports and lease operating
statements.
(b) Calls
with Lenders.
The
Borrower and its advisors shall participate in monthly conference calls with
the
Administrative Agent, the Lenders and their advisors during which a Financial
Officer of the Borrower shall provide the Administrative Agent with an update
on
restructuring and cost reduction efforts.
3
(c) Additional
Mortgages.
No
later than August 18, 2008, the Borrower will execute and deliver (or cause
to
be executed and delivered) additional mortgages in form and substance reasonably
satisfactory to the Administrative Agent such that after giving effect to
such
additional mortgages, the Administrative Agent, for the benefit of the Lenders,
will have second priority Liens on not less than 90% of the PV10 of all proved
Oil and Gas Properties evaluated in the Reserve Report most recently delivered
prior to such date.
3.4 Forbearance
Termination Events.
Each of
the following events shall constitute a “Forbearance Termination
Event”:
(a) Failure
of the Borrower or the Guarantor to observe or perform any term, covenant,
condition or agreement applicable to it contained in this Agreement or the
failure of any representation or warranty made in this Agreement to be true
in
all material respects when made; or
(b) The
occurrence of any Event of Default under the Loan Agreement or any other
Loan
Document, other than the Designated Defaults.
The
Borrower and the Guarantor acknowledge and agree that upon the earlier of
(i)
the occurrence of a Forbearance Termination Event, or (ii) August 15, 2008,
the
Standstill Period shall terminate without the need for any further action
by, or
notice being due from, the Administrative Agent or any of the Lenders. Further,
upon the occurrence of a Forbearance Termination Event, the Administrative
Agent
and each of the Lenders shall be entitled (but not required) to exercise
any or
all of their rights and remedies under and in accordance with the Loan Documents
or applicable law as a result of the Designated Defaults (other than the
Waived
Defaults) and/or any other Defaults, Events of Default under the Loan
Documents.
SECTION
4. AMENDMENT
TO LOAN AGREEMENT.
4.1 Amendment
to Section 1.02.
Section
1.02 is hereby amended in its entirety to read as follows:
“Applicable
Margin”
means,
with respect to each Tranche, a rate per annum equal to 9.5%.
4.2 Amendment
to Section 3.02(d).
Section
3.02(d) is hereby amended in its entirety to read as follows:
(d) Interest
Payment Dates.
Accrued
interest on the principal amount of each Loan shall be payable in arrears
on
each Interest Payment Date for such Tranche and on the Maturity Date; provided
that (i) 3.5% per annum of the accrued interest payable shall be capitalized
and
added to the aggregate outstanding principal of the Loans, and such additional
principal shall accrue interest compounded quarterly at a per annum rate
equal
to the Adjusted LIBO Rate plus the Applicable Margin, (ii) interest accrued
pursuant to Section 3.02(c) shall be payable on demand and (iii) in the event
of
any prepayment or principal of any Loan, accrued interest on the principal
amount prepaid shall be payable on the date of such prepayment. For the purposes
of the interest rate calculation, in no event shall the Adjusted LIBO Rate
be
less than 4%.
4
4.3 Reaffirmation
of Obligations.
The
Borrower and the Guarantor each hereby acknowledges that the Loan Agreement,
the
Notes and all of the Loan Documents constitute the valid and binding obligations
of the Borrower and the Guarantor enforceable against such Person in accordance
with their respective terms, and the Borrower and the Guarantor each hereby
reaffirms their respective obligations under the Loan Documents. None of
(a) the
entry by the Administrative Agent or any of the Lenders into this Agreement,
(b)
the acceptance of any payment from the Borrower or the Guarantor, (c) any
other
action or failure to act on the part of the Administrative Agent or any of
the
Lenders, in any case, shall constitute or has constituted a modification
or
extension of the Loan Agreement, the Notes or any other Loan Documents or
(d)
any other action or failure to act on the part of the Administrative Agent
or
any of the Lenders during the Standstill Period shall, in any case, constitute
a
waiver of any Defaults or Events of Default under the Loan Documents, except
as
expressly set forth in this Agreement.
SECTION
5. REPRESENTATIONS
AND WARRANTIES.
The
Borrower and the Guarantor represent and warrant to the Administrative Agent
and
the Lenders that:
5.1 This
Agreement.
This
Agreement has been duly executed and delivered by the Borrower and the Guarantor
and constitutes the legal, valid and binding obligation of the Borrower and
the
Guarantor, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally, and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at
law.
5.2 Loan
Agreement.
The
Loan Agreement and each of the Loan Documents, as they may be modified by
this
Agreement, remain in full force and effect and remain the valid and binding
obligation of the Borrower and the Guarantor enforceable against the Borrower
and the Guarantor in accordance with their terms. The Borrower and the Guarantor
each hereby ratifies and confirms the Loan Agreement and each of the Loan
Documents to which it is a party, as they may have been previously amended
and
as they may be further amended by this Agreement.
5.3 Loan
Documents.
All
representations and warranties set forth in the Loan Documents are true and
correct in all material respects as of the date hereof, except to the extent
any
such representations and warranties are expressly limited to an earlier date,
in
which case, such representations and warranties are true and correct as of
such
specified earlier date.
5.4 Nonwaiver.
Except
as set forth herein, the execution, delivery, performance and effectiveness
of
this Agreement shall not operate nor be deemed to be nor construed as a waiver
(i) of any right, power or remedy of the Administrative Agent or any of the
Lenders under the Loan Agreement or any of the other Loan Documents, (ii)
of any
other term, provision, representation, warranty or covenant contained in
the
Loan Agreement, any other Loan Documents or any other instruments or documents
executed in connection therewith. Further, except as set forth herein, none
of
the provisions of this Agreement shall constitute, be deemed to be or construed
as, a waiver of any Defaults or Events of Default under the Loan Agreement,
as
amended by this Agreement, or any Defaults or Events of Default other than
the
Waived Defaults. Except as set forth herein, any Defaults and/or Events of
Default (including, without limitation, the Designated Defaults (other than
the
Waived Defaults)), if any, shall continue and shall not be deemed waived
or
cured in any way by the execution of this Agreement.
5
5.5 Defaults.
After
giving effect to the terms of this Agreement, except for the Designated
Defaults, no event has occurred or is continuing which, with the giving of
notice or the passage of time, or both, would constitute Defaults or Events
of
Default under any of the Loan Documents.
5.6 Third-Party
Actions.
No
attachments, executions, assignments for the benefit of creditors,
receiverships, conservatorships or voluntary or involuntary proceedings in
bankruptcy or actions pursuant to any other debtor relief laws are pending
against the Borrower or the Guarantor.
5.7 Mutual
Agreement; Legal Consultation.
This
Agreement has been entered into without force or duress, of the free will
of the
Borrower, the Guarantor, the Administrative Agent and each of the Lenders.
The
Borrower, the Guarantor the Administrative Agent and each of the Lenders
have
read and understand this Agreement, have consulted with and been represented
by
legal counsel in connection herewith, and have been advised by their counsel
of
their rights and obligations hereunder. The decision by each signatory to
enter
into this Agreement is a fully informed decision, and each such signatory
is
aware of all legal and other ramifications of such decision.
SECTION
6. CONDITIONS
PRECEDENT.
In
addition to all of the other conditions and agreements set forth herein,
the
effectiveness of this Agreement is subject to the following conditions
precedent:
6.1 Execution
of this Agreement.
The
Administrative Agent shall have received counterparts of this Agreement duly
executed by the Borrower, the Guarantor, the Administrative Agent and each
of
the Lenders.
6.2 Acknowledgment
of Guarantor.
The
Administrative Agent shall have received, from the Guarantor, a duly executed
counterpart of the Guarantor Acknowledgment and Release, in substantially
the
form of Exhibit
A.
6.3 Amendment
to the Senior Revolving Credit Agreement.
The
Administrative Agent shall have received a fully executed copy of the
Forbearance Agreement and Amendment No.1 to Credit Agreement
in
substantially the form of Exhibit
B.
6
6.4 Fees
and Expenses.
The
Administrative Agent and/or the Lenders, as appropriate, shall have received
payment of all reasonable, necessary and documented out-of-pocket fees, costs
and expenses incurred by the Administrative Agent and the Lenders in connection
with this Agreement, including, but not limited to, such attorney’s fees, costs
and expenses incurred in connection with the evaluation, negotiation, drafting,
implementation, administration and enforcement of this Agreement, and any
other
agreements, documents or instruments referred to herein or contemplated hereby
to the extent invoiced.
SECTION
7. MISCELLANEOUS
7.1 Reference
to and Effect on the Loan Agreement.
Upon
the effectiveness of this Agreement, each reference in the Loan Agreement
to
“this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import shall
mean and be a reference to the Loan Agreement, as it may be amended hereby,
and
each reference to the Loan Agreement in any other document, instrument or
agreement executed and/or delivered in connection with the Loan Agreement
shall
mean and be a reference to the Loan Agreement, as it may be amended
hereby.
7.2 Status
of Loan Documents; No Novation.
Except
as otherwise expressly provided in this Agreement, and both during, and
following the expiration of, the Standstill Period, the Loan Documents and
the
Indebtedness shall remain in full force and effect and shall not be waived,
modified, superseded or otherwise affected by this Agreement, except as
expressly set forth herein. This Agreement is not a novation nor is it to
be
construed as a release, waiver or modification of any of the terms, conditions,
representations, warranties, covenants, rights or remedies set forth in the
Loan
Documents, except as expressly set forth herein. The Administrative Agent
and
each of the Lenders reserve all rights, claims and remedies that they have
or
may have against the Borrower or the Guarantor (or any other Person), except
as
expressly set forth in this Agreement.
7.3 Release
of Lenders. IN
CONSIDERATION OF THIS AGREEMENT AND, SUBJECT TO THE CONDITIONS STATED HEREIN,
THE BORROWER AND THE GUARANTOR EACH HEREBY RELEASES, ACQUITS, FOREVER
DISCHARGES, AND COVENANTS NOT TO XXX, THE ADMINISTRATIVE AGENT AND EACH OF
THE
LENDERS, ALONG WITH ALL OF THEIR BENEFICIARIES, OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, SERVANTS, ATTORNEYS AND REPRESENTATIVES, AS WELL AS THEIR RESPECTIVE
HEIRS, EXECUTORS, LEGAL REPRESENTATIVES, ADMINISTRATORS, PREDECESSORS IN
INTEREST, SUCCESSORS AND ASSIGNS (EACH INDIVIDUALLY, A “RELEASED
PARTY”
AND COLLECTIVELY, THE “RELEASED
PARTIES”)
FROM ANY AND ALL CLAIMS, DEMANDS, DEBTS, LIABILITIES, SUITS, OFFSETS AGAINST
THE
INDEBTEDNESS EVIDENCED BY THE LOAN DOCUMENTS AND ACTIONS, CAUSES OF ACTION
OR
CLAIMS FOR RELIEF OF WHATEVER KIND OR NATURE, WHETHER KNOWN OR UNKNOWN,
SUSPECTED OR UNSUSPECTED BY BORROWER OR THE GUARANTOR, WHICH BORROWER, THE
GUARANTOR OR ANY SUBSIDIARY MAY HAVE OR WHICH MAY HEREAFTER ACCRUE RELATED
TO
ANY ACTIONS OR FACTS OCCURRING PRIOR TO THE DATE OF THIS AGREEMENT AGAINST
ANY
RELEASED PARTY, FOR OR BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER
OCCURRING ON OR PRIOR TO THE DATE OF THIS AGREEMENT, WHICH RELATE TO, IN
WHOLE
OR IN PART, DIRECTLY OR INDIRECTLY THE LOAN AGREEMENT, ANY NOTE, ANY SECURITY
INSTRUMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS EVIDENCED THEREBY,
INCLUDING, WITHOUT LIMITATION, ANY DISBURSEMENTS UNDER THE LOAN AGREEMENT,
ANY
NOTES, THE NEGOTIATION OF ANY OF THE LOAN AGREEMENT, THE NOTES, THE MORTGAGES
OR
THE OTHER LOAN DOCUMENTS, THE TERMS THEREOF, OR THE APPROVAL, ADMINISTRATION,
ENFORCEMENT OR SERVICING THEREOF.
7
7.4 Modification.
Any
amendments or modifications of this Agreement or any provision of this Agreement
shall be effectuated in accordance with Section 12.02.
7.5 Limitation
on Relationship.
This
Agreement and the Loan Documents do not and shall not be deemed or construed
to
create, a partnership, tenancy in common, joint tenancy, joint venture,
co-ownership or any other relationship aside from a debtor-creditor relationship
among, the Borrower, the Administrative Agent and the Lenders.
7.6 Notices.
Any
notice required or desired to be served, given or delivered hereunder shall
be
given in the manner provided in Section 12.01, mutatis
mutandis.
7.7 Severability.
Any
provision of this Agreement held to be invalid, illegal or unenforceable
in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.
7.8 Counterparts.
This
Agreement may be executed in any number of counterparts, including by facsimile
signature or other electronic means (i.e., PDF or similar transmission) with
hard copy to follow, each of which shall be deemed an original, but all of
which
together shall constitute one and the same agreement.
7.9 Headings.
The
various headings used in this Agreement are inserted for convenience only
and
shall not affect the meaning or interpretation of this Agreement or any
provision hereof.
7.10 GOVERNING
LAW; JURISDICTION; WAIVER OF JURY TRIAL, ETC. THE
PROVISIONS OF SECTION 12.09 SHALL APPLY TO THIS AGREEMENT.
7.11 Signing
by Lenders.
This
Agreement shall be effective, as provided in Section 5 above, upon execution
and
delivery hereof by the Borrower, the Guarantor, the Administrative Agent
and
each of the Lenders.
7.12 Construction;
Integration.
This
Agreement has been freely negotiated by the parties and the principle of
construction against draftsmen shall have no application in the interpretation
of this Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT
THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
7.13 Approval
of Amendment to Senior Revolving Credit Agreement.
The
Lenders hereby approve the Amendment to the Senior Revolving Credit Agreement
substantially in the form attached as Exhibit
B.
[THE
REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
8
IN
WITNESS WHEREOF, this Agreement is executed as of June 2, 2008.
| AURORA OIL & GAS CORPORATION | ||
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| By: | /s/ Xxxxxxx X. Xxxxxx | |
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Name:
Xxxxxxx X. Xxxxxx
Title:
Chief Executive Officer
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XXXXXX
PIPELINE & PROCESSING CO., LLC
By:
AURORA
Oil & Gas Corporation, its sole manager
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| By: | /s/ Xxxxxxx X. Xxxxxx | |
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Name:
Xxxxxxx X. Xxxxxx
Title:
Chief Executive Officer
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BNP
PARIBAS, as Administrative Agent and a Lender
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By:/s/
Xxxxxxx X. Xxxxxxx
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Name:Xxxxxxx
X. Xxxxxxx
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Title:Managing
Director
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By:/s/
Xxxxx Xxxxxx
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Name:Xxxxx
Xxxxxx
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Title:Director
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X.
X. XXXX LAMINAR PORTFOLIOS, L.L.C., as a Lender
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By:
/s/
Xxxxxx Xxxxxx
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Name:
Xxxxxx Xxxxxx
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Title:
Authorized
Signatory
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CIT
CAPITAL USA, INC., as a Lender
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By:
/s/
Xxxxxx X. XxXxxx
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Name:
Xxxxxx
X. XxXxxx
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Title:
Vice
President
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ENERGY
COMPONENTS SPC UP-AND MIDSTREAM SEGREGATED PORTFOLIO, as
a
Lender
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By:
_____________
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Name:
_____________
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Title:
_____________
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EXHIBIT
A
[FORM
OF] GUARANTOR
ACKNOWLEDGMENT AND RELEASE
The
undersigned, Xxxxxx Pipeline & Processing Co., LLC, a Michigan limited
liability company (the “Guarantor”),
hereby acknowledges and agrees to the terms of the foregoing Forbearance
Agreement and Amendment No. 1 to Second Lien Term Loan Agreement, dated as
of
June 2, 2008 (the “Forbearance
Agreement”).
Unless
expressly defined herein, all defined terms used herein shall have the same
meanings as set forth in the Forbearance Agreement.
The
Guarantor hereby represents and warrants that the Second Lien Guaranty and
Collateral Agreement (the “Guarantee”)
executed and delivered by the undersigned to the Administrative Agent, dated
as
of August 20, 2007, remains the valid and binding obligation of the Guarantor,
enforceable against the Guarantor in accordance with the terms of, and the
Guarantor hereby
reaffirms its obligations under, such
Guarantee.
In
consideration of the Forbearance Agreement and, subject to the conditions
stated
therein, the Guarantor hereby releases, acquits and forever discharges the
Administrative Agent and each of the Lenders that executes and delivers a
counterpart of the Forbearance Agreement to the Administrative Agent, along
with
all of their beneficiaries, officers, directors, agents, employees, servants,
attorneys and representatives, as well as their respective heirs, executors,
legal representatives, administrators, predecessors in interest, successors
and
assigns (each individually, a “Released
Party”,
collectively, the “Released
Parties”)
from
any and all claims, demands, debts, liabilities, suits, offsets against the
indebtedness evidenced by the Loan Documents and actions, causes of action
or
claims for relief of whatever kind or nature, whether known or unknown,
suspected or unsuspected by the Borrower or the Guarantor, which the Borrower
or
the Guarantor may have or which may hereafter accrue against any Released
Party,
for or by reason of any matter, cause or thing whatsoever occurring on or
prior
to the date of this Agreement related to any actions or facts occurring prior
to
the date of the Forbearance Agreement, which relate to, in whole or in part,
directly or indirectly the Loan Agreement, any Note, any Mortgage, any other
Loan Document or the transactions evidenced thereby, including, without
limitation, any disbursements under the Loan Agreement, any Notes, the
negotiation of any of the Loan Agreement, the Notes, the Mortgages or the
other
Loan Documents, the terms thereof, or the approval, administration, enforcement
or servicing thereof.
XXXXXX
PIPELINE & PROCESSING CO., LLC
By:
Aurora Oil & Gas Corporation, its sole manager
By:
/s/
Xxxxxxx X. Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Dated:
Chief
Executive Officer
EXHIBIT
B
SCHEDULE
I
DESIGNATED
DEFAULTS
Any
Defaults or Event of Defaults under Section 10.01(d) and (e) resulting from
the
non-compliance with Sections 8.18 or 9.01(a) or (b) that occurred or may
occur
prior to and including June 30, 2008, even if reported after June 30,
2008.
Any
cross
defaults to Sections 8.18 or 9.01(a) or (b) of the Senior Revolving Credit
Agreement under Section 10.01(g) related to any period prior to and including
June 30, 2008.
For
the
avoidance of doubt, Designated Defaults do not include any Waived
Defaults.
