First Amendment to Second Amended and Restated Credit Agreement



 EXHIBIT 10.1 
 FIRST AMENDMENT 
 TO 
 SECOND AMENDED AND RESTATED 
 CREDIT AGREEMENT 
 Dated as of November 6, 2007 
 AMONG 
 BILL BARRETT CORPORATION, 
 AS BORROWER, 
 THE GUARANTORS, 

JPMORGAN CHASE BANK, N.A. 
 AS ADMINISTRATIVE AGENT, 
 AND 
 THE LENDERS PARTY HERETO 







 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) dated as of November 6, 2007
is among BILL BARRETT CORPORATION, a Delaware corporation (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Obligors”); each of the lenders
party to the Credit Agreement referred to below (collectively, the “Lenders”); and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the
“Administrative Agent”). 
 R E C I T A L S 
 A. The Borrower, the Agents and the Lenders are parties to that certain Second Amended and Restated Credit Agreement dated as of March 17, 2006 (as
amended by the First Amendment to Second Amended and Restated Credit Agreement, and as further amended, restated, modified or supplemented, 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 make certain
other changes to the Credit Agreement. 
 C. NOW, THEREFORE, to induce the Agents and the Lenders to enter into this First Amendment and 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 used herein but not otherwise defined herein has the meaning given such term in the Credit
Agreement, as amended by this First Amendment. Unless otherwise indicated, all section references in this First Amendment refer to sections of the Credit Agreement. 
 Section 2. Amendments to Credit Agreement. 
 2.1 Amendments to Section 1.02. The
following definition is hereby added where alphabetically appropriate to read as follows: 
 “First
Amendment” means that certain First Amendment to Second Amended and Restated Credit Agreement, dated as of November 6, 2007 among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto. 
 2.2 Amendments to Annex I. Annex I is hereby deleted and replaced in its entirety with Annex I attached hereto. 







 Section 3. Conditions Precedent. This First Amendment shall not become effective until the date on
which each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the “Effective Date”): 
 3.1 The Administrative Agent shall have received from each Lender required by Section 12.02(b) of the Credit Agreement, counterparts (in such number as may be requested by the Administrative Agent) of this First
Amendment signed on behalf of such Person. 
 3.2 The Administrative Agent and the Lenders shall have received all fees and other amounts due
and payable on or prior to the date hereof. 
 3.3 No Default shall have occurred and be continuing as of the date hereof, after giving
effect to the terms of this First Amendment. 
 3.4 The Administrative Agent shall have received such other documents as the Administrative
Agent or its special counsel may reasonably require. 
 The Administrative Agent is hereby authorized and directed to declare this First
Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted hereby.
Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes. 
 Section 4.
Miscellaneous. 
 4.1 Confirmation. The provisions of the Credit Agreement, as amended by this First Amendment, shall remain in
full force and effect following the effectiveness of this First Amendment. 
 4.2 Ratification and Affirmation; Representations and
Warranties. Each Obligor hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a
party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein and (c) represents and warrants to the Lenders that as of the
date hereof, after giving effect to the terms of this First Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and
warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing
and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. 
 4.3 Counterparts. This First 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. Delivery of this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. 
  

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 4.4 No Oral Agreement. This First 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. 
 4.5 GOVERNING LAW. THIS FIRST 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 NEW YORK. 
 4.6 Payment of Expenses. In
accordance with Section 12.03 of the Credit Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this First Amendment, any
other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 
 4.7 Severability. Any provision of this First Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. 
 4.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. 
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 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the
date first written above. 
  

									
	BORROWER:	 		 	BILL BARRETT CORPORATION
					
		 		 		 	By:	 	/s/ Robert W. Howard
		 		 		 		 	Robert W. Howard
		 		 		 		 	Chief Financial Officer
			
	GUARANTORS:	 		 	 BILL BARRETT PRODUCTION
 COMPANY

					
		 		 		 	By:	 	/s/ Robert W. Howard
		 		 		 		 	Robert W. Howard
		 		 		 		 	Chief Financial Officer
				
		 		 		 	BILL BARRETT PROPERTIES INC.
					
		 		 		 	By:	 	/s/ Robert W. Howard
		 		 		 		 	Robert W. Howard
		 		 		 		 	Chief Financial Officer
				
		 		 		 	CIRCLE B LAND COMPANY LLC
					
		 		 		 	By:	 	/s/ Fredrick J. Barrett
		 		 		 		 	Fredrick J. Barrett
		 		 		 		 	Manager
				
		 		 		 	BILL BARRETT CBM CORPORATION
					
		 		 		 	By:	 	/s/ Robert W. Howard
		 		 		 		 	Robert W. Howard
		 		 		 		 	Chief Financial Officer



			
	  
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	 BILL BARRETT CBM, LLC
 By: Bill Barrett CBM
Corporation, as manager

		
	By:	 	/s/ Robert W. Howard
		 	Robert W. Howard
		 	Chief Financial Officer




			
	  
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	ADMINISTRATIVE AGENT:	 		 	JPMORGAN CHASE BANK, N.A.
					
		 		 		 	By:	 	/s/ J. Scott Fowler
		 		 		 		 	J. Scott Fowler
		 		 		 		 	Senior Vice President



			
	  
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	LENDER:	 		 	JPMORGAN CHASE BANK, N.A.
					
		 		 		 	By:	 	/s/ J. Scott Fowler
		 		 		 		 	J. Scott Fowler
		 		 		 		 	Senior Vice President



			
	  
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	LENDER:	 		 	 DEUTSCHE BANK TRUST COMPANY
 AMERICAS

					
		 		 		 	By:	 	/s/ D. Lazarov
		 		 		 	Name:	 	Dusan Lazarov
		 		 		 	Title:	 	Vice President
					
		 		 		 	By:	 	/s/ Susan LeFevre
		 		 		 	Name:	 	Susan LeFevre
		 		 		 	Title:	 	Director



			
	  
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	LENDER:	 		 	BANK OF AMERICA, N.A.
					
		 		 		 	By:	 	/s/ Stephen J. Hoffman
		 		 		 	Name:	 	Stephen J. Hoffman
		 		 		 	Title:	 	Managing Director



			
	  
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	LENDER:	 		 	 BMO CAPITAL MARKETS FINANCING, INC.
 f/k/a
Harris Nesbitt Financing, Inc.

					
		 		 		 	By:	 	/s/ Mary Lou Allen
		 		 		 	Name:	 	Mary Lou Allen
		 		 		 	Title:	 	Vice President



			
	  
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	LENDER:	 		 	U.S. BANK NATIONAL ASSOCIATION
					
		 		 		 	By:	 	/s/ Kathryn A. Gaiter
		 		 		 	Name:	 	Kathryn A. Gaiter
		 		 		 	Title:	 	Vice President



			
	  
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	LENDER:	 		 	FORTIS CAPITAL CORP.
					
		 		 		 	By:	 	/s/ David Montgomery
		 		 		 	Name:	 	David Montgomery
		 		 		 	Title:	 	Director
					
		 		 		 	By:	 	/s/ Darrell Holley
		 		 		 	Name:	 	Darrell Holley
		 		 		 	Title:	 	Managing Director



			
	  
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	LENDER:	 		 	SUNTRUST BANK
					
		 		 		 	By:	 	/s/ James Warren
		 		 		 	Name:	 	James Warren
		 		 		 	Title:	 	Managing Director



			
	  
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	LENDER:	 		 	UNION BANK OF CALIFORNIA, N.A.
					
		 		 		 	By:	 	/s/ Timothy Brendel
		 		 		 	Name:	 	Timothy Brendel
		 		 		 	Title:	 	Assistant Vice President



			
	  
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	LENDER:	 		 	COMERICA BANK
					
		 		 		 	By:	 	/s/ Peter L. Sefzik
		 		 		 	Name:	 	Peter L. Sefzik
		 		 		 	Title:	 	Vice President



			
	  
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	LENDER:	 		 	COMPASS BANK
					
		 		 		 	By:	 	/s/ Murray E. Brasseux
		 		 		 	Name:	 	Murray E. Brasseux
		 		 		 	Title:	 	Executive Vice President



			
	  
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	LENDER:	 		 	GOLDMAN SACHS CREDIT PARTNERS L.P.
					
		 		 		 	By:	 	/s/ Pedro Ramirez
		 		 		 	Name:	 	Pedro Ramirez
		 		 		 	Title:	 	Authorized Signatory



			
	  
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	LENDER:	 		 	MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc.
					
		 		 		 	By:	 	/s/ Gregory Hanson
		 		 		 	Name:	 	Gregory Hanson
		 		 		 	Title:	 	Vice President



			
	  
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	LENDER:	 		 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH
					
		 		 		 	By:	 	/s/ Vanessa Gomez
		 		 		 	Name:	 	Vanessa Gomez
		 		 		 	Title:	 	Vice President
					
		 		 		 	By:	 	/s/ Morenikeji Ajayi
		 		 		 	Name:	 	Morenikeji Ajayi
		 		 		 	Title:	 	Associate



			
	  
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	LENDER:	 		 	WELLS FARGO BANK, N.A.
					
		 		 		 	By:	 	/s/ Guy C. Evangelista
		 		 		 	Name:	 	Guy C. Evangelista
		 		 		 	Title:	 	Vice President



			
	  
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	LENDER:	 		 	BANK OF SCOTLAND plc
					
		 		 		 	By:	 	/s/ Karen Weich
		 		 		 	Name:	 	Karen Weich
		 		 		 	Title:	 	Vice President



			
	  
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 Annex I 
 LIST OF MAXIMUM CREDIT AMOUNTS 
 Aggregate Maximum Credit Amounts 
  

							
	 Name of Lender
	  	Applicable Percentage	 	 	Maximum Credit Amount
	 JPMorgan Chase Bank, N.A.
	  	8.25688073	%	 	$	45,000,000.00
	 Deutsche Bank Trust Company Americas
	  	8.25688073	%	 	$	45,000,000.00
	 Bank of America, N.A.
	  	8.25688073	%	 	$	45,000,000.00
	 BMO Capital Markets Financing, Inc.
	  	8.25688073	%	 	$	45,000,000.00
	 U.S. Bank National Association
	  	8.25688073	%	 	$	45,000,000.00
	 Fortis Capital Corp.
	  	7.33944954	%	 	$	40,000,000.00
	 SunTrust Bank
	  	7.33944954	%	 	$	40,000,000.00
	 Union Bank of California, N.A.
	  	7.33944954	%	 	$	40,000,000.00
	 Bank of Scotland plc
	  	7.33944954	%	 	$	40,000,000.00
	 Wells Fargo Bank, N.A.
	  	7.33944954	%	 	$	40,000,000.00
	 Merrill Lynch Capital
	  	7.33944954	%	 	$	40,000,000.00
	 Credit Suisse
	  	4.58715596	%	 	$	25,000,000.00
	 Comerica Bank
	  	4.58715596	%	 	$	25,000,000.00
	 Compass Bank
	  	4.58715596	%	 	$	25,000,000.00
	 Goldman Sachs Credit Partners L.P.
	  	0.91743119	%	 	$	5,000,000.00
	 TOTAL
	  	100	%	 	$	545,000,000.00



			
	  
 ANNEX I
 1