Unassociated Document


    
      SECOND
        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 December 21, 2006

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      
        SECOND
          AMENDMENT TO
          CREDIT
          AGREEMENT

      

    

    


    
      This
        Second
        Amendment to Credit Agreement
        (this
“Second
        Amendment”)
        executed effective as of the 21st of December, 2006 (the “Second
        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 (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 Second Amendment, shall have the meaning ascribed to such
        term
        in the Credit Agreement. Unless otherwise indicated, all section references
        in
        this Second Amendment refer to the Credit Agreement.

      


      Section
        2. Amendments
        to Credit Agreement.

      


      2.1 Definitions.
        Section
        1.02 is hereby amended by adding or amending and restating the following
        definitions:

      


      “
        ‘Agreement’
means
        this Credit Agreement, as amended by that certain First Amendment to Credit
        Agreement, dated as of July 14, 2006 and that certain Second Amendment to
        Credit
        Agreement, dated as of December 21, 2006, and as the same may from time to
        time
        be further amended, modified, supplemented or restated.”

      


      “
        ‘Cadence’
means
        Aurora Oil and Gas Corporation, a Utah corporation formerly known as Cadence
        Resources Corporation.”

       

      
        
          
          

        

        
          Page
            2

          
            

          

        

        
          
          

        

      

       

      2.2 Section
        9.01(a). Section
        9.01(a) is hereby amended and restated in its entirety as follows:

      


      “(a) Interest
        Coverage Ratio.
        Aurora
        and the Borrower, on a consolidated basis, will not, (i) as of the last day
        of
        the fiscal quarter ending March 31, 2007, permit their ratio of EBITDAX for
        the
        period of such fiscal quarter then ending to Interest Expense for such period
        to
        be less than 2.0 to 1.0, (ii) as of the last day of the fiscal quarter ending
        June 30, 2007, permit their ratio of EBITDAX for the period of such fiscal
        quarter then ending to Interest Expense for such period to be less than 2.25
        to
        1.0 and (iii) as of the last day of any fiscal quarter ending on or after
        September 30, 2007, permit their ratio of EBITDAX for the fiscal quarter
        then
        ending to Interest Expense for such period to be less than 2.5 to 1.0. This
        interest coverage ratio covenant shall not be required for the fiscal quarter
        ending December 31, 2006.”

      


      Section
        3. Conditions
        Precedent.
        The
        effectiveness of this Second 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 Second 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 Second
        Amendment.
        The
        Administrative Agent shall have received multiple counterparts as requested
        of
        this Second Amendment from each Lender.

      


      3.3 No
        Default.
        No
        Default or Event of Default shall have occurred and be continuing as of the
        Second 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 Second 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 Second 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 Second 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 Second Amendment)
        shall
        remain in full force and effect in accordance with its terms following the
        effectiveness of this Second Amendment.

       

      
        
          
          

        

        
          Page
            3

          
            

          

        

        
          
          

        

      

       

      5.2 Ratification
        and Affirmation of Obligors.
        Each of
        the Obligors hereby expressly (i) acknowledges the terms of this Second
        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
        Second 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 SECOND
          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
          SECOND
          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.

         

      

      
        
          
          

        

        
          Page
            4

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Second 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, President



        	 	 	 
	GUARANTORS:	
                AURORA
                  ENERGY, LTD.

              
	 	 	 
	 	
                By:  

              	/s/ William W. Deneau
	 	 	
                
William
                W. Deneau, President


      

       

      
        	 	 	 
	 	
                AURORA
                  OIL & GAS CORPORATION

              
	 	 	 
	 	
                By:  

              	/s/ William W. Deneau
	 	 	
                
William
                W. Deneau, President


      

       

      
        
          
          

        

        
           Page5

          
            

          

        

        
          
          

        

         

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

                
	 	
                   

                  Name: 

                	
                  
                    

                  

                    Douglas R.Liftman

                
	 	Title:	 
                  Managing Director


        

      

       

      
        	 	 	 
	 	By:  	
                /s/
                  Betsy Jocher

              
	 	
                 

                Name: 

              	
                
 
Betsy
                Jocher
	 	Title:	 
                Director


      

      


      
        	 	 	 
	 LENDERS:	COMERICA
                BANK
	 	 
	 	By:  	
                /s/
                  Peter L. Sefzik

              
	 	
                 

                Name: 

              	
                
                  

                
  Peter L. Sefzik
	 	Title:	 
                Vice President


      

       

      
        
          
          

        

        
           Page
            6