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

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) executed effective as of June 20, 2007 (the “Third Amendment Effective Date”) is among AURORA ANTRIM 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.”

 

 

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.

 

 

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.

 

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed effective as of the date first written above.

BORROWER:	AURORA ANTRIM NORTH, L.L.C.
	By: Aurora Energy, Ltd., its sole manager
	By:	/s/ William W. Deneau
		William W. Deneau, Chief Executive Officer

GUARANTORS:	AURORA ENERGY, LTD.
	By:	/s/ William W. Deneau
		William W. Deneau, Chief Executive Officer

	AURORA OIL & GAS CORPORATION
	By:	/s/ William W. Deneau
		William W. Deneau, Chief Executive Officer

 

ADMINISTRATIVE AGENT:	BNP PARIBAS, as Administrative Agent and Lender
	By:	/s/ Douglas R. Liftman
		Name: Douglas R. Liftman
		Title: Managing Director

	By:	/s/ Greg Smothers
		Name: Greg Smothers
		Title: Vice President

LENDERS:	COMERICA BANK
	By:	/s/ Peter L. Sefzik
		Name: Peter L. Sefzik
		Title: Vice President