Seventh Amendment to Credit Agreement



 Exhibit 10.1 

 
  

 
 SEVENTH AMENDMENT TO CREDIT
AGREEMENT 
 Dated as of December 18, 2012 
 among  
 GULFPORT ENERGY CORPORATION, 

as Borrower,  
 THE BANK OF NOVA SCOTIA,  
 as Administrative Agent 

and 
 L/C Issuer
and Lead Arranger, 
 and 
 AMEGY BANK NATIONAL ASSOCIATION, 
 as Syndication Agent 

and 
 KEYBANK
NATIONAL ASSOCIATION, 
 as Documentation Agent 
 and 
 The Other Lenders Party Hereto 

 
  

 







 SEVENTH AMENDMENT TO CREDIT AGREEMENT 

THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (the “Seventh Amendment to Credit Agreement,” or this
“Amendment”) is entered into effective as of December 18, 2012, among GULFPORT ENERGY CORPORATION, a Delaware corporation (“Borrower”), THE BANK OF NOVA SCOTIA, as Administrative
Agent (the “Administrative Agent”) and L/C Issuer (the “L/C Issuer”), and the Lenders parties hereto. 
 R E C I T A L S 

A. Borrower, the financial institutions signing as Lenders thereto and Administrative Agent are parties to a Credit Agreement dated as of
September 30, 2010, as amended by a First Amendment to Credit Agreement dated as of May 3, 2011, a Second Amendment to Credit Agreement dated as of 10:00 A.M. October 31, 2011, a Third Amendment to Credit Agreement dated as of
12:00 P.M. October 31, 2011, a Fourth Amendment to Credit Agreement dated as of May 2, 2012, a Fifth Amendment to Credit Agreement dated as of October 9, 2012, and a Sixth Amendment to Credit Agreement dated as of
October 17, 2012 (collectively, the “Original Credit Agreement”). 
 B. The parties desire to amend
the Original Credit Agreement as hereinafter provided. 
 NOW, THEREFORE, in consideration of these premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1. Same Terms. All terms used herein that are defined in the Original Credit Agreement shall have the same meanings when
used herein, unless the context hereof otherwise requires or provides. In addition, (i) all references in the Oil and Gas Mortgages, Affidavit of Payment of Trade Bills, Property Certificate, Reconciliation Schedule and Title Indemnity
Agreement to the “Credit Agreement” and in the Credit Agreement and the other Loan Documents to the “Agreement” shall mean the Original Credit Agreement, as amended by this Amendment, as the same may hereafter be amended from
time to time, and (ii) all references in the Loan Documents to the “Loan Documents” shall mean the Loan Documents, as amended by the Modification Papers, as the same may hereafter be amended from time to time. In addition, the
following terms have the meanings set forth below: 
 “Effective Date” means December 18, 2012.

 “Modification Papers” means this Amendment, and all of the other documents and agreements executed in
connection with the transactions contemplated by this Amendment. 
 2. Conditions Precedent. The obligations and
agreements of the Lenders as set forth in this Amendment are subject to the satisfaction, unless waived in writing by Administrative Agent, of each of the following conditions (and upon such satisfaction, this Amendment shall be deemed to be
effective as of the Effective Date): 
 A. Seventh Amendment to Credit Agreement. This Amendment
shall have been duly executed and delivered by Borrower and all Lenders. 
 B. Fees and Expenses.
Administrative Agent shall have received payment of all out-of-pocket fees and expenses (including reasonable attorneys’ fees and expenses) incurred by Administrative Agent in connection with the preparation, negotiation and execution of the
Modification Papers. 

  
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CREDIT AGREEMENT – Page 1 








 C. Representations and Warranties. All representations and
warranties contained herein or in the other Modification Papers or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects (provided that any such representations or warranties that are, by
their terms, already qualified by reference to materiality shall be true and correct without regard to such materiality standard) with the same force and effect as though such representations and warranties have been made on and as of the Effective
Date, or if made as of a specific date, as of such date. 
 3. Amendments to Original Credit Agreement. On the
Effective Date, the Original Credit Agreement shall be deemed to be amended as follows: 
 (a)
Section 4.05 of the Original Credit Agreement is hereby amended by adding the following at the end of paragraph (e) thereof: 
 “Notwithstanding the foregoing, in the event of an issuance of any Senior Notes after December 18, 2012, then the then effective Borrowing Base shall be reduced immediately, automatically and
without notice to $40,000,000.” 
 (b) Section 8.03(o) of the Original Credit Agreement is
hereby amended by deleting the reference in clause (2) thereof to “October 31, 2012” and replacing it with “January 31, 2013.” 
 4. Certain Representations. Borrower represents and warrants that, as of the Effective Date: (a) Borrower has full power and authority to execute the Modification Papers to which it is
a party and such Modification Papers constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as enforceability may be limited by general principles of equity and applicable bankruptcy,
insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; and (b) no authorization, approval, consent or other action by, notice to, or filing with, any Governmental Authority
or other Person is required for the execution, delivery and performance by Borrower thereof. In addition, Borrower represents that after giving effect to this Amendment, all representations and warranties contained in the Original Credit Agreement
and the other Loan Documents are true and correct in all material respects (provided that any such representations or warranties that are, by their terms, already qualified by reference to materiality shall be true and correct without regard to such
materiality standard) on and as of the Effective Date as if made on and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true
and correct in all material respects (or true and correct without regard to such materiality standard, as applicable) as of such earlier date. 
 5. No Further Amendments. Except as previously amended or waived in writing or as amended hereby, the Original Credit Agreement shall remain unchanged and all provisions shall remain fully
effective between the parties. 
 6. Acknowledgments and Agreements. Borrower acknowledges that on the date hereof
all outstanding Obligations are payable in accordance with their terms, and Borrower waives any defense, offset, counterclaim or recoupment with respect thereto. Borrower, Administrative Agent, L/C Issuer and each Lender do hereby adopt, ratify and
confirm the Original Credit Agreement, as amended hereby, and acknowledge and agree that the Original Credit Agreement, as amended hereby, is and remains in full force and effect. Borrower acknowledges and agrees that its liabilities and obligations
under the Original Credit Agreement, as amended hereby, and under the other Loan Documents, are not impaired in any respect by this Amendment. 

  
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CREDIT AGREEMENT – Page 2 








 7. Limitation on Agreements. The modifications set forth herein are limited
precisely as written and shall not be deemed (a) to be a consent under or a waiver of or an amendment to any other term or condition in the Original Credit Agreement or any of the Loan Documents, or (b) to prejudice any right or rights
that Administrative Agent now has or may have in the future under or in connection with the Original Credit Agreement and the other Loan Documents, each as amended hereby, or any of the other documents referred to herein or therein. The Modification
Papers shall constitute Loan Documents for all purposes. 
 8. Confirmation of Security. Borrower hereby confirms
and agrees that all of the Collateral Documents that presently secure the Obligations shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Obligations as described in the Original
Credit Agreement as modified by this Amendment. 
 9. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed an original, but all of which constitute one instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof
signed by each of the parties hereto. 
 10. Incorporation of Certain Provisions by Reference. The provisions of
Section 11.15. of the Original Credit Agreement captioned “Governing Law, Jurisdiction; Etc.” and Section 11.16. of the Original Credit Agreement captioned “Waiver of Right to Trial by Jury” are incorporated herein by
reference for all purposes. 
 11. Entirety, Etc. This Amendment, the other Modification Papers and all of the
other Loan Documents embody the entire agreement between the parties. THIS AMENDMENT, THE OTHER MODIFICATION PAPERS AND ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 

[This space is left intentionally blank. Signature pages follow.] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of
the date and year first above written. 
  

			
	BORROWER
	
	GULFPORT ENERGY CORPORATION
		
	By:	 	 /s/ Michael G. Moore

		 	Name: Michael G. Moore
		 	Title:   Vice President & Chief Financial Officer



  
 SEVENTH AMENDMENT TO
CREDIT AGREEMENT – Signature Page 








 
	
	ADMINISTRATIVE AGENT
	
	 THE BANK OF NOVA SCOTIA,

as Administrative Agent

	
	By: /s/ Marc
Graham                            
	        Name: Marc Graham
	        Title: Director
	
	THE BANK OF NOVA SCOTIA,
	as Lender
	
	By: /s/ Marc
Graham                          
	        Name: Marc Graham
	        Title: Director



  
 SEVENTH AMENDMENT TO
CREDIT AGREEMENT – Signature Page  








 
	
	AMEGY BANK NATIONAL ASSOCIATION
	
	By: /s/ JB
Askew                            
	        Name: JB Askew
	        Title: Assistant Vice President



  
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CREDIT AGREEMENT – Signature Page 








 
	
	KEYBANK NATIONAL ASSOCIATION
	
	By: /s/ Paul J.
Pace                            
	        Name: Paul J. Pace
	        Title: Senior Vice President



  
 SEVENTH AMENDMENT TO
CREDIT AGREEMENT – Signature Page 








 
			
	CREDIT SUISSE AG,
	Cayman Islands Branch
		
	By:	 	/s/ Mikhail Faybusovich
		 	Name: Mikhail Faybusovich
		 	Title: Director
		
	By:	 	/s/ Michael Spaight
		 	Name: Michael Spaight
		 	Title: Associate



  
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CREDIT AGREEMENT – Signature Page 








 
			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS

		
	By:	 	/s/ Evelyn Thierry
		 	Name: Evelyn Thierry
		 	Title:   Director
		
	By:	 	/s/ Marcus M. Tarkington
		 	Name: Marcus M. Tarkington
		 	Title:   Director



  
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CREDIT AGREEMENT – Signature Page 








 
			
	IBERIABANK
		
	By:	 	/s/ Cameron D. Jones
		 	Name: Cameron D. Jones
		 	Title:   Vice President



  
 SEVENTH AMENDMENT TO
CREDIT AGREEMENT – Signature Page