Exhibit 10.1

 

SECOND AMENDMENT TO
 FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

 

This Second Amendment to Fifth Amended and Restated Credit Agreement (this “Second Amendment”) is entered into as of the 21st day of June, 2012 (the “Effective Date”), by and among GEOMET, INC., a Delaware corporation (“Borrower”), BANK OF AMERICA, N.A., as Administrative Agent (“Administrative Agent”), and the Banks party hereto.

 

W I T N E S S E T H:

 

WHEREAS, Borrower, Administrative Agent, the financial institutions party thereto as Banks, and the other agents party thereto are parties to that certain Fifth Amended and Restated Credit Agreement dated as of October 14, 2011 (as amended, the “Credit Agreement”) (unless otherwise defined herein, all terms used herein with their initial letter capitalized shall have the meaning given such terms in the Credit Agreement); and

 

WHEREAS, pursuant to the Credit Agreement, Banks have made a revolving credit loan to Borrower and provided certain other credit accommodations to Borrower; and

 

WHEREAS, Borrower has requested that the Banks amend Section 4.5 of the Credit Agreement to extend the period in which Borrower is required to deliver an Election Notice; and

 

WHEREAS, the Administrative Agent and the Banks are willing to amend the Credit Agreement as set forth herein on the terms and conditions set forth herein.

 

NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Borrower, Administrative Agent and the Banks party hereto hereby agree as follows:

 

Section 1.               Amendments.  In reliance on the representations, warranties, covenants and agreements contained in this Second Amendment, and subject to the satisfaction of each condition precedent set forth in Section 2, the Credit Agreement shall be amended effective as of the Effective Date in the manner provided in this Section 1.

 

1.1           Additional Definitions.  Section 1.1 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definitions which shall read in full as follows:

 

“Second Amendment” means that certain Second Amendment to Fifth Amended and Restated Credit Agreement dated as of June 21, 2012, among Borrower, Administrative Agent and the Banks party thereto. 

 

“Loan Papers” means this Agreement, the First Amendment, the Second Amendment, the Notes, each Facility Guaranty now or hereafter executed, the Mortgages, each

 











 

Borrower Pledge Agreement now or hereafter executed, each Subsidiary Pledge Agreement now or hereafter executed, all other security agreements, deposit account control agreements, and other collateral documents, now or hereafter executed by any Credit Party to secure payment of the Obligations or any part thereof, the Certificate of Effectiveness, the Letters of Credit and all other certificates, documents or instruments delivered in connection with this Agreement, as the foregoing may be amended from time to time.

 

1.2           Amendment to Section 4.5 of the Credit Agreement.  Section 4.5 of the Credit Agreement is hereby amended by deleting the  phrase “within thirty (30) days following notice” contained therein and replacing it with “on or before July 31, 2012 for the notice delivered on June 8, 2012, and within thirty (30) days following all other notices”.

 

Section 2.               Conditions Precedent to Second Amendment.  This Second Amendment shall be effective as of the Effective Date when the following conditions precedent have been satisfied:

 

2.1           Counterparts.  Administrative Agent shall have received counterparts of this Second Amendment executed on behalf of Borrower, Administrative Agent and the Required Banks.

 

2.2           Other Information.  Administrative Agent shall have received such other information and documents as may be reasonably required by Administrative Agent and its counsel.

 

Section 3.               Conditions Subsequent to Second Amendment.  On or prior to June 22, 2012, or such later date to which the Administrative Agent may agree, the Borrower and its Domestic Subsidiaries shall execute and deliver to the Administrative Agent a security agreement granting to the Administrative Agent a first priority security interest in substantially all personal property of the Borrower and its Domestic Subsidiaries that can be perfected by the filing of a UCC Financing Statement as security for the Obligations upon terms and conditions satisfactory to the Administrative Agent, together with any other collateral documents reasonably necessary to evidence or perfect the Liens created or purported to be created by such security agreement or to otherwise effect the purposes of such security agreement that may be requested by the Administrative Agent.  The Borrower and its Domestic Subsidiaries shall provide all information and take all actions necessary in cooperation with the Administrative Agent to promptly pledge to the Administrative Agent as security for the Obligations substantially all real property interests of the Borrower and its Domestic Subsidiaries upon terms and conditions satisfactory to the Administrative Agent.

 

Section 4.               Representations and Warranties of Borrower.  To induce the Banks and Administrative Agent to enter into this Second Amendment, Borrower hereby represents and warrants to Banks and Administrative Agent as follows:

 

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4.1           Reaffirm Existing Representations and Warranties.  Each representation and warranty of Borrower contained in the Credit Agreement and the other Loan Papers is true and correct on the date hereof and will be true and correct after giving effect to the amendments set forth in Section 1 hereof.

 

4.2           Due Authorization; No Conflict.  The execution, delivery and performance by Borrower of this Second Amendment are within Borrower’s corporate powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not violate or constitute a default under any provision of applicable law or any Material Agreement binding upon Borrower or any other Credit Party, or result in the creation or imposition of any Lien upon any of the assets of Borrower or any other Credit Party except Permitted Encumbrances.

 

4.3           Validity and Enforceability.  This Second Amendment constitutes the valid and binding obligation of Borrower enforceable in accordance with its terms, except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (b) the availability of equitable remedies may be limited by equitable principles of general application.

 

4.4           No Default.  No Default or Event of Default shall have occurred which is continuing.

 

Section 5.               Miscellaneous.

 

5.1           Reaffirmation of Loan Papers.  Any and all of the terms and provisions of the Credit Agreement and the Loan Papers shall, except as amended and modified hereby, remain in full force and effect.  The amendments contemplated hereby shall not limit or impair any Liens securing the Obligations, each of which are hereby ratified, affirmed and extended to secure the Obligations as they may be increased pursuant hereto.

 

5.2           Parties in Interest.  All of the terms and provisions of this Second Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

 

5.3           Legal Expenses.  Borrower hereby agrees to pay on demand all reasonable fees and expenses of counsel to Administrative Agent incurred by Administrative Agent in connection with the preparation, negotiation and execution of this Second Amendment and all related documents.

 

5.4           Counterparts.  This Second Amendment may be executed in counterparts, and all parties need not execute the same counterpart; however, no party shall be bound by this Second Amendment until Borrower and Required Banks have executed a counterpart.  Facsimiles or other electronic transmissions (e.g., pdf) shall be effective as originals.

 

5.5           Complete Agreement.  THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF

 

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PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.

 

5.6           Headings.  The headings, captions and arrangements used in this Second Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Second Amendment, nor affect the meaning thereof.

 

5.7           Governing Law.  This Second Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, other than conflict of laws rules thereof.

 

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed by their respective authorized officers on the date and year first above written.

 

[Signature Pages to Follow]

 

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BORROWER:
    
	
 
    	
 
    	
 
    
	
 
    	
GEOMET, INC.,
    
	
 
    	
a Delaware corporation
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   William C. Rankin
    
	
 
    	
Name:   
    	
William   C. Rankin
    
	
 
    	
Title:   
    	
President
    


 

[Signature Page]

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

GEOMET, INC.

 











 

	
 
    	
ADMINISTRATIVE AGENT/BANK:
    
	
 
    	
 
    	
 
    
	
 
    	
BANK OF AMERICA, N.A.,
    
	
 
    	
as Administrative Agent
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   John W. Woodiel III
    
	
 
    	
 
    	
John   W. Woodiel III
    
	
 
    	
 
    	
Managing   Director
    


 

 

	
 
    	
BANK OF AMERICA, N.A.,
    
	
 
    	
as a Bank
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   John W. Woodiel III
    
	
 
    	
 
    	
John   W. Woodiel III
    
	
 
    	
 
    	
Managing   Director
    


 

[Signature Page]

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

GEOMET, INC.

 












 

	
 
    	
BANKS:
    
	
 
    	
 
    
	
 
    	
WELLS   FARGO BANK, N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Edward Pak
    
	
 
    	
Name:
    	
Edward   Pak
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Richard Hawthorne
    
	
 
    	
Name:
    	
Richard   Hawthorne
    
	
 
    	
Title:
    	
Director
    


 

[Signature Page]

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

GEOMET, INC.

 











 

	
 
    	
BANK   OF SCOTLAND
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Julia R. Franklin
    
	
 
    	
Name:
    	
Julia   R. Franklin
    
	
 
    	
Title:
    	
Vice   President
    


 

[Signature Page]

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

GEOMET, INC.

 











 

	
 
    	
U.S.   BANK NATIONAL ASSOCIATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Justin M. Alexander
    
	
 
    	
Name:
    	
Justin   M. Alexander
    
	
 
    	
Title:
    	
Vice   President
    


 

[Signature Page]

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

GEOMET, INC.

 











 

	
 
    	
COMERICA   BANK
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   David Balderash
    
	
 
    	
Name:
    	
David   Balderash
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

[Signature Page]

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

GEOMET, INC.

 











 

	
 
    	
CAPITAL   ONE, NATIONAL ASSOCIATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael Higgins
    
	
 
    	
Name:
    	
Michael   Higgins
    
	
 
    	
Title:
    	
Vice   President
    


 

[Signature Page]

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

GEOMET, INC.

 











 

The undersigned (i) consents and agrees to this Second Amendment, and (ii) agrees that the Loan Papers to which it is a party (including, without limitation, the Amended and Restated Facility Guaranty dated as of November 18, 2011) shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of the undersigned, enforceable against it in accordance with its terms.

 

	
 
    	
CONSENTED, ACKNOWLEDGED AND AGREED TO BY:
    
	
 
    	
 
    
	
 
    	
GEOMET GATHERING COMPANY, LLC,
    
	
 
    	
an Alabama limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   William C. Rankin
    
	
 
    	
Name:
    	
William   C. Rankin
    
	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
GEOMET OPERATING COMPANY, INC.,
    
	
 
    	
an Alabama corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   William C. Rankin
    
	
 
    	
Name:
    	
William   C. Rankin
    
	
 
    	
Title:
    	
President
    


 

[Signature Page]

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

GEOMET, INC.