Unassociated Document


    
      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


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      THIRD
        AMENDMENT TO CREDIT AGREEMENT

    

    


    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.”

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    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.

    
       

      5.4 No
        Oral Agreement.
        THIS
        WRITTEN THIRD 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.

      


      5.5 Governing
        Law.
        THIS
        THIRD 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 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

            
	 	
            


    

    
      
        
        

      

      
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	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


    

     

    
      
        
        

      

      
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