Exhibit 10.33
Exhibit 10.33
FIRST AMENDMENT
This FIRST AMENDMENT (Amendment) dated as of May 16, 2011 (the
Effective Date) is by and among Brigham Oil & Gas, L.P., a Delaware limited partnership
(the Borrower), Brigham Exploration Company, a Delaware corporation (Brigham
Exploration), Brigham Inc., a Nevada corporation (the General Partner, together with
Brigham Exploration, each a Guarantor and collectively the Guarantors, and
together with Brigham Exploration and the Borrower, each a Credit Party and collectively
the Credit Parties), the Lenders party hereto, and Bank of America, N.A., as
administrative agent for the Lenders (in such capacity, the Administrative Agent).
WHEREAS, the Borrower, the Guarantors, the lenders from time to time party thereto (the
Lenders), and the Administrative Agent are parties to the Fifth Amended and Restated
Credit Agreement, dated as of February 23, 2011 (the Credit Agreement);
WHEREAS, the parties hereto have agreed to make certain amendments to the Credit Agreement as
provided for herein, subject to the conditions herein;
NOW THEREFORE, in consideration of the premises and the mutual covenants,
representations and warranties contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
AGREEMENT
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 to the Credit Agreement.
(a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following
new definitions in their appropriate alphabetical order:
2011 Permitted Senior Notes means the Permitted Senior Notes issued
and sold during the period from the First Amendment Effective Date through the date
of the Borrowing Base redetermination provided for in Section 2.02(b) scheduled to
occur after the delivery of the Internal Engineering Report due October 1, 2011.
First Amendment Effective Date means May 16, 2011.
(b) Section 1.01 of the Credit Agreement is hereby amended by replacing the definition
of Maximum Permitted Senior Note Amount with the following definition:
Maximum Permitted Senior Note Amount means $300,000,000; provided
that in connection with the issuance of the 2011 Permitted Senior Notes
the Maximum Permitted Senior Note Amount shall automatically increase (up to but not
exceeding $600,000,000) by an amount equal to (i) the stated aggregate principal
amount of the 2011 Permitted Senior Notes issued minus (ii) the aggregate principal
amount of any Permitted Senior Notes redeemed, retired or purchased with the
proceeds from the sale or issuance of the 2011 Permitted Senior Notes.
Section 3. Conditions to Effectiveness. This Amendment shall become effective as of
the Effective Date when the Administrative Agent has received counterparts hereof duly executed by
the Borrower, each Guarantor, the Administrative Agent and the Majority Lenders.
Section 4. Representations and Warranties. Each Credit Party hereby represents and
warrants that after giving effect hereto:
(a) the representations and warranties of such Credit Party contained in the Loan Documents
are true and correct in all material respects on and as of the Effective Date, other than those
representations and warranties that expressly relate solely to a specific earlier date, which shall
remain correct as of such earlier date; and
(b) no Default or Event of Default has occurred and is continuing.
Section 5. Reaffirmation of Guaranty. Each Guarantor hereby ratifies, confirms, and
acknowledges that its obligations under the Credit Agreement are in full force and effect and that
each Guarantor continues to unconditionally and irrevocably, jointly and severally, guarantee the
full and punctual payment, when due, whether at stated maturity or earlier by acceleration or
otherwise, all of the Obligations (subject to the terms of Article VIII of the Credit Agreement),
as such Obligations may have been amended by this Amendment. Each Guarantor hereby acknowledges
that its execution and delivery of this Amendment does not indicate or establish an approval or
consent requirement by the Guarantors in connection with the execution and delivery of consents,
waivers or amendments to the Credit Agreement or any of the other Loan Documents.
Section 6. Effect of Amendment,
(a) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any Lender, the Issuing
Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly
provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.
(b) Upon and after the execution of this Amendment by each of the parties hereto, each
reference in the Credit Agreement to this Agreement, hereunder, hereof or words of like
import referring to the Credit Agreement, and each reference in the other Loan Documents to the
Credit Agreement, thereunder, thereof or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.
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(c) This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall
(unless otherwise expressly indicated herein) be construed, administered and applied in accordance
with the terms and provisions thereof.
(d) Except as specifically modified above, the Credit Agreement and the other Loan Documents
are and shall continue to be in full force and effect and are hereby in all respects ratified and
confirmed.
Section 7. 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 8. 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, or of an
executed signature page of this Agreement, shall be deemed to constitute due and sufficient
delivery of such counterpart.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective duly authorized officers to be effective as of the
Effective Date.
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BORROWER:
BRIGHAM OIL & GAS, L.P.
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By: |
Brigham, Inc., its general partner
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By: |
/s/ Eugene B. Shepherd, Jr.
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Eugene B. Shepherd, Jr. |
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Executive Vice President and
Chief Financial Officer |
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GUARANTORS:
BRIGHAM EXPLORATION COMPANY
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By: |
/s/ Eugene B. Shepherd, Jr.
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Eugene B. Shepherd, Jr. |
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Executive Vice President and
Chief Financial Officer |
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BRIGHAM, INC.
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By: |
/s/ Eugene B. Shepherd, Jr.
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Eugene B. Shepherd, Jr. |
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Executive Vice President and
Chief Financial Officer |
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Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.
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ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.,
as Administrative Agent
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By: |
/s/ Jeffrey M. Rush
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Name: |
Jeffrey M. Rush |
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Title: |
Managing Director |
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Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.
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LENDERS:
BANK OF AMERICA, N.A.
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By: |
/s/ Jeffrey H. Rathkamp
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Jeffrey H. Rathkamp |
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Managing Director |
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Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.
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THE ROYAL BANK OF SCOTLAND plc
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By: |
/s/ Steve Ray
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Name: |
Steve Ray |
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Title: |
Director |
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Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.
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BNP PARIBAS
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By: |
/s/ Richard Hawthorne
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Name: |
Richard Hawthorne |
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Title: |
Director |
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By: |
/s/ Betsy Joche
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Name: |
Betsy Joche |
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Title: |
Director |
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Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.
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NATIXIS
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By: |
/s/ Donovan C. Broussard
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Name: |
Donovan C. Broussard |
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Title: |
Managing Director |
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By: |
/s/ Louis P. Laville, III
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Name: |
Louis P. Laville, III |
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Title: |
Managing Director |
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Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.
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CAPITAL ONE, NATIONAL ASSOCIATION
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By: |
/s/ Peter Shen
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Name: |
Peter Shen |
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Title: |
Vice President |
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Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
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By: |
/s/ Mikhail Faybusovich
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Name: |
Mikhail Faybusovich |
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Title: |
Director |
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By: |
/s/ Vipul Dhadda
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Name: |
Vipul Dhadda |
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Title: |
Associate |
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Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.
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COMPASS BANK
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By: |
/s/ Spencer Stasney
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Name: |
Spencer Stasney |
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Title: |
Vice President |
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Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.
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COMERICA BANK
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By: |
/s/ Justin Crawford
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Name: |
Justin Crawford |
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Title: |
Vice President |
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Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.
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ROYAL BANK OF CANADA
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By: |
/s/ Jay Sartain
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Name: |
Jay Sartain |
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Title: |
Authorized Signatory |
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Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.
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UNION BANK, N.A.
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By: |
/s/ Scott Gildea
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Name: |
Scott Gildea |
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Title: |
Vice President |
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Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.
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U.S. BANK, NATIONAL ASSOCIATION
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By: |
/s/ John C. Lozano
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Name: |
John C. Lozano |
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Title: |
Vice President |
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Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.
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BANK OF SCOTLAND PLC, NEW YORK BRANCH
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By: |
/s/ Julia R. Franklin
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Name: |
Julia R. Franklin |
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Title: |
Assistant Vice President |
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Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.
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WELLS FARGO BANK, N.A.
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By: |
/s/ Scott Hodges
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Name: |
Scott Hodges |
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Title: |
Director & Senior Relationship Manager |
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Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.
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AMEGY BANK, NATIONAL ASSOCIATION
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By: |
/s/ Mark A. Serice
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Name: |
Mark A. Serice |
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Title: |
Senior Vice President |
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Signature Page to First Amendment to Credit Agreement
Brigham Oil & Gas, L.P.