FIRST AMENDMENT TO CREDIT AGREEMENT
EX-10.1 2 c12370exv10w1.htm EXHIBIT 10.1 Exhibit 10.1
Exhibit 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment) is entered into as of February 9, 2011 (the Effective Date) by and among the parties hereto for the purpose of amending that certain Credit Agreement dated as of September 18, 2009 (the Credit Agreement), by and among BRONCO DRILLING COMPANY, INC. (the Borrower), certain subsidiaries of the Borrower party thereto (the Guarantors), and BANCO INBURSA S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO INBURSA, as Lender and as Issuing Bank (the Lender).
RECITALS
WHEREAS, the Borrower has requested, and the Lender has agreed, to amend the Credit Agreement as described below.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Defined Terms. Unless otherwise defined in this Amendment, each capitalized term used in this Amendment has the meaning given such term in the Credit Agreement.
Section 2. Amendment of Credit Agreement.
(a) The definition of the term Commitment in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Commitment means, as to the Lender, its obligation to (a) make Advances to the Borrower pursuant to Section 2.01, and (b) purchase participation in Letter of Credit Obligations pursuant to Section 2.14(b), in an aggregate principal amount at any one time outstanding not to exceed $45,000,000.00, as such amount may be adjusted from time to time in accordance with this Agreement, it being specified that any accrued interest, cost or fee payable under this Agreement shall not be computed towards such amount.
(b) Schedule 1.01(b) of the Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit A attached hereto.
Section 3. Representations and Warranties. The Borrower and each Guarantor hereby jointly and severally represent and warrant that, as of the date of this Amendment:
(a) The execution, delivery and performance of the Credit Agreement, as amended by this Amendment, are within the power and authority of the Borrower and each Guarantor and have been duly authorized by appropriate proceedings.
(b) The execution, delivery, and performance by the Borrower and each Guarantor of this Amendment and the consummation of the transactions contemplated hereby (i) have been duly authorized by all necessary organizational action, (ii) do not and will not (A) contravene the terms of any Loan Partys organizational documents, (B) violate any Legal Requirement, or (C) conflict with or result in any material breach or contravention of, or the creation of any Lien under any material indenture, instrument or agreement to which any Loan Party is a party or is subject, or by which it, or its Property, is bound or (2) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which any Loan Party or its property is subject.
(c) This Amendment constitutes the legal, valid and binding obligation of the Loan Parties, enforceable against each Loan Party in accordance with its terms, except as such enforceability may be limited by an applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar law affecting creditors rights generally or general principals of equity.
(d) The representations and warranties contained in Article IV of the Credit Agreement and in each other Loan Document are true and correct on and as of the date first written above, as though made on, and as of such date (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain true and correct as of such earlier date).
Section 4. Effect on Credit Documents.
(a) Except as amended herein, the Credit Agreement and the Loan Documents remain in full force and effect as originally executed, and nothing herein shall act as a waiver of any of the Lenders rights under the Loan Documents, as amended.
(b) This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Amendment may be a Default or Event of Default under other Loan Documents.
Section 5. Governing Law. This Amendment shall be construed in accordance with the laws of the State of New York and the applicable laws of the United States of America.
Section 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Transmission by facsimile of an executed counterpart of this Amendment shall be deemed to constitute due and sufficient delivery of such counterpart.
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers as of the first day and year written above.
BORROWER: BRONCO DRILLING COMPANY, INC. | ||||
By: | /s/ MATTHEW S. PORTER | |||
Matthew S. Porter | ||||
Chief Financial Officer, Secretary and Treasurer | ||||
GUARANTORS: BRONCO EXPLORATION AND PRODUCTION LLC | ||||
By: | /s/ DAVID C. TREADWELL | |||
David C. Treadwell | ||||
Manager | ||||
BRONCO MENA INVESTMENTS LLC BRONCO MENA SERVICES LLC BRONCO MENA MANAGEMENT LLC EAGLE WELL SERVICE, INC. HAYS TRUCKING, INC. MID-STATES OILFIELD MACHINE, LLC SADDLEBACK DRILLING, LLC SADLEBACK PROPERTIES, LLC | ||||
By: | /s/ MATTHEW S. PORTER | |||
Matthew S. Porter | ||||
Chief Financial Officer | ||||
LENDER AND ISSUING BANK: BANCO INBURSA S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO INBURSA, | ||||
By: | /s/ GUILLERMO R. CABALLERO PADILLA | |||
Name: | Guillermo R. Caballero Padilla |
Signature Page to First Amendment to Credit Agreement
Exhibit A
Schedule 1.01(b)
Rig # | Make / Model | HP | ||||
8 | National 80 UE SCR | 1,000 | ||||
10 | Gardner Denver 800E (SCR) | 1,000 | ||||
11 | Gardner Denver 800E (SCR) | 1,000 | ||||
12 | Gardner Denver 1100E (SCR) | 1,500 | ||||
14 | Mid Continent U-712 EA (SCR) | 1,200 | ||||
15 | Mid Continent U-712 EA (SCR) | 1,200 | ||||
16 | Oilwell 840E (SCR) | 1,600 | ||||
17 | Skytop Brewster NE95 (SCR) | 1,600 | ||||
20 | Mid Continent U914EA (SCR) | 1,400 | ||||
21 | National 1320 UE (SCR) | 2,000 | ||||
22 | Continental EMSCO D-3 (SCR) | 1,000 | ||||
23 | Continental EMSCO D-3 (SCR) | 1,000 | ||||
25 | Mid-Continent U914 EA (SCR) | 1,400 | ||||
26 | IDECO 1200E (SCR) | 1,400 | ||||
27 | Mid-Continent U914 EA (SCR) | 1,200 | ||||
28 | IDECO 1200 E (SCR) | 1,200 | ||||
29 | Mid-Continent U914 EA (SCR) | 1,400 | ||||
37 | Citation A-800E (SCR) | 1,000 | ||||
56 | BDW 800MI | 1,000 | ||||
57 | Continental EMSCO D3 | 1,000 | ||||
59 | IDECO E900 (SCR) | 1,000 | ||||
62 | Skytop Brewster N46 | 1,000 | ||||
77 | IDECO 711 | 1,000 | ||||
97 | Mid-Continent U15 | 600 |