Exhibit 10.2


 


FIRST
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


This First Amendment to
Amended and Restated Credit Agreement (this “First Amendment”) is effective
as of December 15, 2005 (the “Amendment
Effective Date”), by and
among Cimarex Energy Co., a Delaware corporation (“Borrower”), JPMorgan Chase Bank,
N.A., a national banking association, as Administrative Agent (“Administrative Agent”),
and each of the financial institutions a party to the Credit Agreement (as
hereinafter defined) as Lenders (hereinafter collectively referred to as “Lenders,”
and individually, “Lender”).


 


W I T N E S S E T H:


 


WHEREAS, Borrower,
Administrative Agent and Lenders are parties to that certain Amended and
Restated Credit Agreement dated as of June 13, 2005 (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 (as amended hereby)); and


 


WHEREAS, pursuant to the
Credit Agreement, Lenders have made revolving credit loans to Borrower; and


 


WHEREAS, Borrower has
requested that Lenders (i) amend certain terms of the Credit Agreement in
certain respects, and (ii) waive their right to cause a redetermination of
the Borrowing Base in connection with Property dispositions consummated prior
to December 31, 2005, all as more particularly set forth herein; and


 


WHEREAS, subject to the
terms and conditions set forth herein, Lenders have agreed to Borrower’s
requests.


 


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 each
Lender hereby agree as follows:


 


SECTION 1.           Amendments.
In reliance on the representations, warranties, covenants and agreements
contained in this First Amendment, and subject to the satisfaction of the
conditions precedent set forth in Section 3 hereof, the Credit
Agreement is hereby amended effective as of the Amendment Effective Date in the
manner provided in this Section 1.


 


1.1.          Amendment
to Asset Sale Covenant. Section 7.4(iv) of the Credit Agreement
shall be amended to read in full as follows:


 


“(iv)        Leases, sales or other
dispositions of its Property that, together with all other Property of the
Borrower and its Subsidiaries previously leased, sold or disposed of (other
than (i), (ii) and (iii) above) as permitted by this Section during
(A) the period commencing on the Closing Date and ending on December 31,
2005, do not constitute more than $175,000,000 (based on sales price) in the
aggregate; and (B) any Fiscal Year thereafter commencing with the Fiscal
Year ending December 31, 2006, do not constitute


 


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more than 10% of the Engineered Value of the
Borrowing Base Properties as determined by Administrative Agent in its sole
discretion.”


 


SECTION 2.           Limited
Waiver. Borrower has requested that Lenders waive their right, contained in
Section 2.6.6(b) of the Credit Agreement, to initiate and cause a
redetermination of the Borrowing Base upon the consummation of any disposition
of any Property of Borrower and its Subsidiaries pursuant to Section 7.4(iv)(A) of
the Credit Agreement, which disposition relates to Property constituting (or
which potentially constitutes) more than 10% of the Engineered Value of the
Borrowing Base Properties (the “Subject Redetermination”).
In reliance on the representations, warranties, covenants and agreements contained
in the Credit Agreement and this First Amendment, and subject to the
satisfaction of the conditions precedent set forth in Section 3
hereof (and in the Credit Agreement, as amended by this First Amendment, as
applicable), Lenders hereby waive their right to initiate and cause the Subject
Redetermination in connection with dispositions of any Property of Borrower or
its Subsidiaries consummated prior to December 31, 2005 to the extent, but
only to the extent, such dispositions are otherwise consummated in compliance
with

Section 7.4(iv) of the Credit Agreement, as amended by this First
Amendment. The waiver contained in this Section 2 is limited solely
to the Subject Redetermination and the applicable provisions of Section 2.6.6(b) of
the Credit Agreement, and solely with respect to Property dispositions
consummated on or prior to December 31, 2005 as described above. Nothing
contained herein shall be deemed a waiver of any other provision of the Credit
Agreement or any other Loan Document.


 


SECTION 3.           Conditions
Precedent. The effectiveness of (a) the amendments to the Credit
Agreement contained in Section 1 hereof, and (b) the consent
and waiver contained in Section 2 hereof, is subject to the
satisfaction of each of the following conditions precedent:


 


3.1.          No
Default. After giving effect to the amendments and waivers contained
herein, no Default or Event of Default shall have occurred which is continuing.


 


3.2.          Other
Documents. Administrative Agent shall have been provided with such other
documents, instruments and agreements, and Borrower shall have taken such
actions, as Administrative Agent may reasonably require in connection with
this First Amendment and the transactions contemplated hereby.


 


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


 


4.1.          Reaffirm
Existing Representations and Warranties. Each representation and warranty
of Borrower contained in the Credit Agreement and the other Loan Documents 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 First 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


 


2

















 


provision of applicable law or any material
agreement binding upon Borrower or result in the creation or imposition of any
Lien upon any of the assets of Borrower or any of its Subsidiaries.


 


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


 


4.4.          No
Default or Event of Default. After giving effect to the amendments and
waiver contained herein, no Default or Event of Default has occurred which is
continuing.


 


SECTION 5.           Miscellaneous.


 


5.1.          Reaffirmation
of Loan Documents. Any and all of the terms and provisions of the Credit
Agreement and the Loan Documents 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 First 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 First
Amendment and all related documents.


 


5.4.          Counterparts.
This First Amendment may be executed in counterparts, and all parties need
not execute the same counterpart; however, no party shall be bound by this
First Amendment until Borrower, Administrative Agent and Required Lenders have
executed a counterpart. Facsimiles shall be effective as originals.


 


5.5.          Complete
Agreement. THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF 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 First Amendment are,
unless specified otherwise, for convenience only and shall not be deemed to
limit, amplify or modify the terms of this First Amendment, nor affect the
meaning thereof.


 


5.7.          Effectiveness. This First Amendment shall be
effective automatically and without necessity of any further action by
Borrower, Administrative Agent or Lenders when counterparts hereof have been
executed by Borrower, Administrative Agent and Required Lenders, and all
conditions to the effectiveness hereof set forth herein have been satisfied.


 


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IN WITNESS WHEREOF, the
parties hereto have caused this First 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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  CIMAREX ENERGY CO.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Korus

  	
   

  
	
   

  	
  Name:

  	
  Paul Korus

  	
   

  
	
   

  	
  Title:

  	
  Vice President,
  Chief Financial Officer, Treasurer

  	
   

  
							



 


 


[SIGNATURE PAGE TO FIRST
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 

















 


	
   

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,
  N.A., as

  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Scott Fowler

  	
   

  
	
   

  	
   

  	
  J. Scott Fowler,

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,
  N.A., Individually

  as a Lender and as LC Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Scott Fowler

  	
   

  
	
   

  	
   

  	
  J. Scott Fowler,

  
	
   

  	
   

  	
  Vice President

  



 

















 


	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathryn A.
  Gaiter

  	
   

  
	
   

  	
  Name:

  	
  Kathryn A.
  Gaiter

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 

















 


	
   

  	
  BANK OF AMERICA,
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory B.
  Hanson

  	
   

  
	
   

  	
  Name:

  	
  Gregory B. Hanson

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 

















 


	
   

  	
  WELLS FARGO BANK,
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Duc Duong

  	
   

  
	
   

  	
  Name:

  	
  Duc Duong

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 

















 


	
   

  	
  UNION BANK OF
  CALIFORNIA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dustin
  Gasparl

  	
   

  
	
   

  	
  Name:

  	
  Dustin Gasparl

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 

















 


	
   

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter L.
  Sefzik

  	
   

  
	
   

  	
  Name:

  	
  Peter L. Sefzik

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 

















 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY

  AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  David E. Sisler

  	
   

  
	
   

  	
  Name:

  	
  David E. Sisler

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 

















 


	
   

  	
  BANK OF OKLAHOMA,
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Michael M. Lega

  	
   

  
	
   

  	
  Name:

  	
  Michael M. Lega

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
						



 

















 


	
   

  	
  NATEXIS BANQUES
  POPULAIRES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Donovan C.
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Donovan C.
  Broussard

  	
   

  
	
   

  	
  Title:

  	
  Vice President &
  Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Daniel Payer

  	
   

  
	
   

  	
  Name:

  	
  Daniel Payer

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
								



 

















 


	
   

  	
  COMPASS BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Murray E.
  Brasseux

  	
   

  
	
   

  	
  Name:

  	
  Murray E.
  Brasseux

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  
						



 

















 


	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  David Dodd

  	
   

  
	
   

  	
  Name:

  	
  David Dodd

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Russell Otts

  	
   

  
	
   

  	
  Name:

  	
  Russell Otts

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
								



 

















 


	
   

  	
  BANK OF SCOTLAND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen Welch

  	
   

  
	
   

  	
  Name:

  	
  Karen Welch

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice
  President

  	
   

  
						



 

















 


	
   

  	
  FORTIS CAPITAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darrell
  Holley

  	
   

  
	
   

  	
  Name:

  	
  Darrell Holley

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
									



 

















 


	
   

  	
  HARRIS NESBITT
  FINANCING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Mary Lou Allen

  	
   

  
	
   

  	
  Name:

  	
  Mary Lou Allen

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 

















 


	
   

  	
  CALYON NEW YORK
  BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
									



 

















 


	
   

  	
  STERLING BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Melissa A.
  Bauman

  	
   

  
	
   

  	
  Name:

  	
  Melissa A.
  Bauman

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
						



 

















 


	
   

  	
  SOCIÉTÉ GÉNÉRALE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elena
  Robciuc

  	
   

  
	
   

  	
  Name:

  	
  Elena Robciuc

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


	
   

  	
  KEYBANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Thomas Rajan

  	
   

  
	
   

  	
  Name:

  	
  Thomas Rajan

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 

















 


	
   

  	
  CITICORP NORTH
  AMERICA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ 

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President