exv10w1






Exhibit 10.1




Execution Version




THIRD AMENDMENT




TO



AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER



Dated as of January 21, 2011



among



OASIS PETROLEUM NORTH AMERICA LLC,

as Borrower,



THE GUARANTORS PARTY HERETO,



BNP PARIBAS



as Administrative Agent,



and



THE LENDERS PARTY HERETO



 









 





THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER




     THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER (this
“Third Amendment”) dated as of January 21, 2011, among OASIS PETROLEUM NORTH AMERICA LLC, a
Delaware limited liability company (the “Borrower”), the Guarantors party hereto (the
“Guarantors” and collectively with the Borrower, the “Obligors”); each of the
lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and
BNP PARIBAS, 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 Parents, the Borrower, the Administrative Agent and the Lenders are parties to that
certain Amended and Restated Credit Agreement dated as of February 26, 2010, as amended by that
certain First Amendment to Amended and Restated Credit Agreement and Consent dated as of June 3,
2010 and that certain Second Amendment to Amended and Restated Credit Agreement dated as of August
11, 2010 (as may be further amended, the “Credit Agreement”), pursuant to which the Lenders
have made certain credit available to and on behalf of the Borrower.



     B. The Borrower, the Guarantors, 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 used herein but not otherwise defined
herein has the meaning given such term in the Credit Agreement, as amended by this Third Amendment.
Unless otherwise indicated, all section references in this Third Amendment refer to sections of
the Credit Agreement.



Section 2. Amendments to Credit Agreement.




     2.1 Amendments to Section 1.02.



     (a) The definition of “Agreement” is hereby amended in its entirety to read as
follows:




     “Agreement” means this Credit Agreement, as amended by the First
Amendment, the Second Amendment and the Third Amendment, as the same may be further
amended or supplemented from time to time.



     (b) The definition of “Applicable Margin” is hereby amended by deleting the Borrowing
Base Utilization Grid therein in its entirety and replacing it with the following:



 









 





Borrowing Base Utilization Grid




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Borrowing Base
Utilization Percentage

	 	< 50%
	 	≥ 50%

< 75%
	 	≥ 75%

≤ 85%
	 	> 85%

≤ 100%

	ABR Loans

	 	 	0.500	%	 	 	0.750	%	 	 	1.000	%	 	 	1.250	%
	Eurodollar Loans

	 	 	2.000	%	 	 	2.250	%	 	 	2.500	%	 	 	2.750	%






     (c) The following definition of “Cash Equivalents” is hereby added where
alphabetically appropriate to read as follows:




     “Cash Equivalents” means, collectively, Investments permitted by
Sections 9.05(c) through (f) of the Credit Agreement.



     (d) The definition of “Change in Control” is hereby amended in its entirety to read as
follows:




     “Change in Control” means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the meaning of
the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect
on the date hereof) other than Permitted Holders, of Equity Interests representing
more than 35% of the aggregate ordinary voting power represented by the issued and
outstanding Equity Interests of Oasis Petroleum Inc., (b) occupation of a majority
of the seats (other than vacant seats) on the board of directors of Oasis Petroleum
Inc. by Persons who were not (i) initial members of the board of directors of Oasis
Petroleum Inc., (ii) nominated by the board of directors of Oasis Petroleum Inc. or
(iii) appointed by directors so nominated, (c) Oasis Petroleum Inc. fails to own
directly or indirectly all of the Equity Interests of the Borrower or (d) the
occurrence of a “change of control” under any Senior Notes Indenture.



     (e) The definition of “Maturity Date” is hereby amended in its entirety to read as
follows:




     “Maturity Date” means February 26, 2015.



     (f) The following definition of “Third Amendment” is hereby added where alphabetically
appropriate to read as follows:




     “Third Amendment” means that certain Third Amendment to Amended and
Restated Credit Agreement and Limited Waiver, dated as of January 21, 2011, among
the Borrower, the Guarantors, the Administrative Agent and the Lenders party
thereto.



 









 





     (g) The following definition of “Total Net Debt” is hereby added where
alphabetically appropriate to read as follows:




     “Total Net Debt” means, at any date, the difference between (i) Total
Debt and (ii) cash and Cash Equivalents reflected on the Borrower’s consolidated
balance sheet.



     2.2 Amendment to Section 9.01(a). Section 9.01(a) is hereby amended in its entirety
to read as follows:




     (a) Ratio of Total Net Debt to EBITDAX. Each Parent and the Borrower will not,
at any time, permit the ratio of Total Net Debt as of such time to EBITDAX for the four
fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date
of determination for which financial statements are available to be greater than 4.0 to 1.0.



     2.3 Amendment to Section 9.02(j). Section 9.02(j) is hereby amended in its entirety
to read as follows:




     (j) unsecured Senior Notes of Oasis Petroleum Inc. and any guarantees thereof; provided
that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of
incurring such Senior Notes (A) no Default has occurred and is then continuing and (B) no
Default would result from the incurrence of such Senior Notes after giving effect to the
incurrence of such Senior Notes (and any concurrent repayment of Debt with the proceeds of
such incurrence, if any), (iii) on the same day as the incurrence of such Debt, the
Borrowing Base shall be adjusted to the extent required by Section 2.07(e) and prepayment is
made to the extent required by Section 3.04(c)(iv), (iv) such Senior Notes do not have any
scheduled principal amortization prior to the date which is one year after the Maturity
Date, (v) such Senior Notes does not mature sooner than the date which is one year after the
Maturity Date, (vi) such Senior Notes and any guarantees thereof are on terms, taken as a
whole, at least as favorable to the Borrower and the Guarantors as market terms for issuers
of similar size and credit quality given the then prevailing market conditions as determined
by the Administrative Agent and (vii) such Senior Notes do not have any mandatory prepayment
or redemption provisions (other than customary change of control or asset sale tender offer
provisions) which would require a mandatory prepayment or redemption in priority to the
Indebtedness.



     2.4 Amendment to Section 9.05. Section 9.05 is hereby amended by adding the following
subsection (m) to the end of such Section 9.05:




     (m) guarantees of Debt permitted by Sections 9.02(a) or (j).


Section 3. Borrowing Base Redetermination. For the period from and including the effective
date of this Third Amendment until the next Redetermination Date, the Borrowing Base is hereby
determined to be $150,000,000. Notwithstanding the foregoing, except as set forth in Section 4
below, the Borrowing Base may be subject to further adjustments from time to time pursuant to
Section 2.07 and, for the avoidance of doubt, the redetermination herein shall






 









 







constitute the April 1, 2011 Scheduled Redetermination and the next Scheduled Redetermination shall
be the October 1, 2011 Scheduled Redetermination.



Section 4. Limited Waiver. The Borrower has requested that the Lenders waive, and the
Lenders do hereby waive, any reduction of the Borrowing Base that would result pursuant to the
terms of Section 2.07(e) from the issuance of up to $350,000,000 in principal amount of Senior
Notes by Oasis Petroleum Inc. on or before the next Redetermination Date. By their signature below,
the Borrower and each other Obligor agrees that, except as expressly provided in this Section 4,
nothing in this Third Amendment shall be construed as a waiver of any provision of the Credit
Agreement or any other Loan Document and that the Lenders shall not be obligated to grant any other
further waivers of any provision of the Credit Agreement or any other Loan Document.



Section 5. Increase and Reallocation of Maximum Credit Amounts. The Lenders have agreed,
in consultation with the Borrower, to increase and reallocate the Maximum Credit Amounts among the
Lenders as set forth on Annex 1 attached hereto. The Administrative Agent and the Borrower hereby
consent to the increase or decrease in any Lender’s Maximum Credit Amount and/or Commitment in
connection with such increase and reallocation and, the Administrative Agent, the Borrower and the
Lenders hereby waive the requirements in Section 12.04(b) requiring an Assignment and Assumption
and the payment of a processing fee to the extent such would apply to the reallocation of the
Maximum Credit Amounts as contemplated by this Section 5. Upon the effectiveness of this Third
Amendment, the Maximum Credit Amount and the Applicable Percentage of each Lender shall be as set
forth on Annex I attached hereto. Concurrently with the effectiveness hereof, the Borrower will
deliver to each Lender a Note payable to the order of such Lender in a principal amount equal to
its Maximum Credit Amount after giving effect to this Third Amendment, and otherwise duly
completed.



Section 6. Conditions Precedent. This Third Amendment shall become effective as of the
date when each of the following conditions is satisfied (or waived in accordance with Section 12.02
of the Credit Agreement):




     6.1 The Administrative Agent shall have received from each Lender, each Guarantor and the
Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this
Third Amendment signed on behalf of such Person.



     6.2 The Administrative Agent shall have received all fees and other amounts due and payable on
or prior to the date hereof.



     6.3 No Default shall have occurred and be continuing as of the date hereof, after giving
effect to the terms of this Third Amendment.



     6.4 The Administrative Agent shall have received a certificate of the Secretary or Assistant
Secretary of the Parents, the Borrower and each Guarantor setting forth (1) a certification as to
the resolutions of the board of directors or other appropriate governing body with respect to the
authorization of such Parent, the Borrower or such Guarantor to execute and deliver the Loan
Documents to which it is a party and to enter into the transactions contemplated in those
documents, (2) the officers of such Parent, the Borrower and each Guarantor (y) who are



 









 




authorized to sign the Loan Documents to which such Parent, the Borrower or such Guarantor is
a party and (z) who will, until replaced by another officer or officers duly authorized for that
purpose, act as its representative for the purposes of signing documents and giving notices and
other communications in connection with the Credit Agreement and the transactions contemplated
thereby, (3) specimen signatures of such authorized officers and (4) a certification that the
articles or certificate of incorporation or formation, by-laws, limited liability company agreement
or other applicable organizational documents of the Parents, the Borrower and each Guarantor,
delivered to the Administrative Agent on February 26, 2010 (with respect to the Borrower and Oasis
Petroleum LLC) and June 3, 2010 (with respect to Oasis Petroleum Inc.) have not been amended,
restated or otherwise modified from since being delivered, except for those amendments attached
thereto, and remain in full force and effect.




     6.5 The Administrative Agent shall have received from the Borrower a duly executed and
notarized amendment and/or supplement to each mortgage which shall be reasonably satisfactory to
the Administrative Agent in form and substance.



     6.6 The Administrative Agent shall have received certificates of the appropriate State
agencies with respect to the existence, qualification and good standing of the Parents, the
Borrower and each Guarantor.



     6.7 The Administrative Agent shall have received an opinion of (a) DLA Piper LLP (US), special
counsel to the Borrower, substantially in a form and of substance reasonably acceptable to the
Administrative Agent and (b) local counsel in each of Montana and North Dakota and any other
jurisdictions requested by the Administrative Agent, substantially in form and of substance
reasonably acceptable to the Administrative Agent.



     6.8 The Administrative Agent shall have received a certificate of insurance coverage of the
Borrower and each Parent evidencing that the Borrower, each Parent and their respective
Subsidiaries are carrying insurance in accordance with Section 7.12 of the Credit Agreement.



     6.9 The Administrative Agent shall have received duly executed Notes payable to the order of
each Lender in a principal amount equal to its Maximum Credit Amount (after giving effect to this
Third Amendment) dated as of the effectiveness of this Third Amendment.



     6.10 The Administrative Agent shall have received title information as the Administrative
Agent may reasonably require satisfactory to the Administrative Agent setting forth the status of
title to at least 80% of the total value of the Oil and Gas Properties evaluated in the most
recently delivered Reserve Report.



     6.11 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 Third 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 6 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 7. Miscellaneous.




     7.1 Confirmation. The provisions of the Credit Agreement, as amended by this Third
Amendment, shall remain in full force and effect following the effectiveness of this Third
Amendment.



     7.2 No Waiver. Neither the execution by the Administrative Agent or the Lenders of
this Third Amendment, nor any other act or omission by the Administrative Agent or the Lenders or
their officers in connection herewith, shall be deemed a waiver by the Administrative Agent or the
Lenders of any Defaults or Events of Default which may exist, which may have occurred prior to the
date of the effectiveness of this Third Amendment or which may occur in the future under the Credit
Agreement and/or the other Loan Documents. Similarly, nothing contained in this Third Amendment
shall directly or indirectly in any way whatsoever either: (a) impair, prejudice or otherwise
adversely affect the Administrative Agent’s or the Lenders’ right at any time to exercise any
right, privilege or remedy in connection with the Loan Documents with respect to any Default or
Event of Default, (b) except as expressly provided herein, amend or alter any provision of the
Credit Agreement, the other Loan Documents, or any other contract or instrument, or (c) constitute
any course of dealing or other basis for altering any obligation of the Borrower or any right,
privilege or remedy of the Administrative Agent or the Lenders under the Credit Agreement, the
other Loan Documents, or any other contract or instrument. Each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof”, “herein” or any other word or words of similar import
shall mean and be a reference to the Credit Agreement as amended hereby, and each reference in any
other Loan Document to the Credit Agreement or any word or words of similar import shall be and
mean a reference to the Credit Agreement as amended hereby.



     7.3 Ratification and Affirmation; Representations and Warranties. Each Obligor hereby
(a) acknowledges the terms of this Third Amendment; (b) ratifies and affirms its obligations under,
and acknowledges 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 as expressly
amended hereby and (c) represents and warrants to the Lenders that as of the date hereof, after
giving effect to the terms of this Third 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.



     7.4 Counterparts. This Third 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 Third Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.



     7.5 No Oral Agreement. This Third 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.




     7.6 GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     7.7 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 Third 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.



     7.8 Severability. Any provision of this Third 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.



     7.9 Successors and Assigns. This Third Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.



[SIGNATURES BEGIN NEXT PAGE]



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as
of the date first written above.



	 	 	 	 	 	 	 

	BORROWER:	 	OASIS PETROLEUM NORTH AMERICA LLC
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Taylor L. Reid	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	   Taylor L. Reid	 	 
	 

	 	 	 	   Vice President	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	GUARANTORS:	 	OASIS PETROLEUM LLC
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Taylor L. Reid	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	   Taylor L. Reid	 	 
	 

	 	 	 	   Vice President	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	OASIS PETROLEUM INC.
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Taylor L. Reid	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	   Taylor L. Reid	 	 
	 

	 	 	 	   Executive Vice President and Chief Operating Officer
	 	 






Signature Page to Third Amendment to Amended and Restated Credit Agreement and Limited Waiver

(Oasis Petroleum North America LLC)




 









 





	 	 	 	 	 	 	 

	ADMINISTRATIVE AGENT AND LENDER:	 	BNP PARIBAS
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Betsy Jocher	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Betsy Jocher	 	 
	 

	 	Title:	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Juan Carlos Sandoval	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Juan Carlos Sandoval	 	 
	 

	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 
	LENDERS:	 	JPMORGAN CHASE BANK, N.A.
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Michael A. Kamauf	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Michael A. Kamauf	 	 
	 

	 	Title:	 	Authorized Officer	 	 
	 
	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE, LLC
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mary E. Evans	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Mary E. Evans	 	 
	 

	 	Title:	 	Associate Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Irja R. Otsa	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Irja R. Otsa	 	 
	 

	 	Title:	 	Associate Director	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A.
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Scott Hodges	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Scott Hodges	 	 
	 

	 	Title:	 	Director Senior Relationship Manager	 	 
	 
	 	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND PLC  
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Phillip R. Ballard	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Phillip R. Ballard	 	 
	 

	 	Title:	 	Managing Director	 	 






Signature Page to Third Amendment to Amended and Restated Credit Agreement and Limited Waiver

(Oasis Petroleum North America LLC)




 









 





Annex I




ANNEX I

LIST OF MAXIMUM CREDIT AMOUNTS




Aggregate Maximum Credit Amounts




	 	 	 	 	 	 	 	 	 
	Name of Lender	 	Applicable Percentage	 	Maximum Credit Amount
	BNP Paribas
	 	 	24.00	%	 	$	144,000,000.00	 
	JPMorgan Chase Bank, N.A.
	 	 	19.00	%	 	$	114,000,000.00	 
	UBS Loan Finance LLC
	 	 	19.00	%	 	$	114,000,000.00	 
	Wells Fargo Bank, N.A.
	 	 	19.00	%	 	$	114,000,000.00	 
	The Royal Bank of
Scotland plc
	 	 	19.00	%	 	$	114,000,000.00	 
	TOTAL
	 	 	100.00	%	 	$	600,000,000.00