EX-10.1


 Exhibit 10.1 
 Execution Version 
 SECOND AMENDMENT TO

 AMENDED AND RESTATED CREDIT AGREEMENT 
 dated as of May 3, 2013 
 among 

Dune Energy, Inc., 
 as Borrower, 
 Bank of Montreal, 

as Administrative Agent, 
 CIT Capital Securities LLC, 
 as Syndication Agent, 

and 

The Guarantors and Lenders Party Hereto 
 BMO Capital Markets Corp. 
 Sole Lead Arranger and Sole Bookrunner







 SECOND AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) dated as of May 3, 2013, is among DUNE ENERGY, INC., a Delaware corporation (the
“Borrower”); certain of the lenders party to the Credit Agreement referred to below (collectively, the “Required Lenders”); and BANK OF MONTREAL, 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 Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit
Agreement dated as of December 22, 2012 (as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of September 25, 2012 and as amended, supplemented or modified, 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 Required Lenders have agreed to amend certain provisions of the Credit Agreement as set forth herein and affirm the current amount of the Borrowing Base. 
 C. Now, therefore, to induce the Administrative Agent and the Required Lenders to enter into this Second 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 Second Amendment. Unless otherwise indicated, all section references in this Second Amendment refer to sections of the Credit Agreement. 

Section 2. Amendments to Credit Agreement. 
 2.1 Amendments to Section 1.02. Section 1.02 is hereby amended by deleting the defined term “Agreement” in its entirety and replacing it with the following: 

“Agreement” means this Amended and Restated Credit Agreement, as amended by that certain First Amendment to
Amended and Restated Credit Agreement dated as of September 25, 2012 and that certain Second Amendment to Amended and Restated Credit Agreement dated as of May 3, 2013, as the same may from time to time be amended, modified, supplemented
or restated. 

  
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 2.2 Amendment to Section 9.01(a). Section 9.01(a) is hereby amended and
restated in its entirety to read as follows: 
 (a) Ratio of Total Debt to EBITDAX. The Borrower will not,
as of the last day of any fiscal quarter set forth below, permit its ratio of Total Debt as of such day to EBITDAX for the immediately preceding four fiscal quarters ending on such day to be greater than the ratio set forth below: 

 

			
	 Fiscal Quarter Ending
	  	 Ratio

	March 31, 2013	  	5.0 to 1.0
	June 30, 2013	  	4.5 to 1.0
	September 30, 2013 and thereafter	  	4.0 to 1.0

 Section 3. Borrowing Base Redetermination. From and after the Second Amendment Effective Date
(as defined below), the Borrowing Base shall be, and hereby is, $50,000,000, which Borrowing Base shall remain in effect until the Borrowing Base is otherwise redetermined or adjusted in accordance with the Credit Agreement. Notwithstanding the
foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to Section 2.07(e), Section 8.13(c) or Section 9.12(d). 
 Section 4. Conditions Precedent. This Second Amendment shall become effective on the date (such date, the “Second Amendment Effective Date”), when each of the following
conditions is satisfied (or waived in accordance with Section 12.02): 
 4.1 The Administrative Agent shall have received
from the Required Lenders, the Administrative Agent and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Second Amendment signed on behalf of such Person. 

4.2 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the date
hereof, including: 
 (a) an upfront fee to the Administrative Agent for the account of the Lenders in an amount equal to
20 basis points on their allocated portion of the Borrowing Base as of the Second Amendment Effective date; and 
 (b) to
the extent invoiced, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement. 
 4.3 No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Second Amendment. 

4.4 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably
require. 

  
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 The Administrative Agent is hereby authorized and directed to declare this Second 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 4 or the waiver of such conditions as permitted in
Section 12.02. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes. 
 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 following the effectiveness of this Second Amendment. 
 5.2 Ratification and Affirmation; Representations and Warranties. The Borrower and each Guarantor hereby (a) acknowledges the terms of this Second 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 Second Amendment: 
 (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except those which have a materiality qualifier,
which shall be true and correct as so qualified), 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, and 
 (ii) no event or events have occurred which individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect. 
 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. Delivery of this Second Amendment by facsimile
transmission or electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof. 
 5.4 NO ORAL AGREEMENT. THIS 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 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.


  
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 5.6 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 Second 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. 
 5.7 Severability. Any provision of this Second 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. 

5.8 Successors and Assigns. This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. 
 5.9 Loan Document. This Second Amendment is a Loan Document. 

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

							
	BORROWER:	 		 	DUNE ENERGY, INC.
				
		 		 	By:	 	 /s/ James A. Watt

		 		 		 	Name: James A. Watt
		 		 		 	Title: President & Chief Executive Officer
			
	GUARANTORS:	 		 	DUNE OPERATING COMPANY
				
		 		 	By:	 	 /s/ James A. Watt

		 		 		 	Name: James A. Watt
		 		 		 	Title: President and Director
			
		 		 	DUNE PROPERTIES, INC.
				
		 		 	By:	 	 /s/ James A. Watt

		 		 		 	Name: James A. Watt
		 		 		 	Title: President and Director

 [Signature Page Second Amendment] 






 
			
	BANK OF MONTREAL, as Administrative Agent and a Lender
		
	 By:
	 	/s/ James V. Ducote
		 	Name: James V. Ducote
		 	Title: Director


 [Signature Page Second Amendment] 






 
			
	CIT BANK, as a Lender
		
	 By:
	 	/s/ Marc Theisinger
		 	Name: Marc Theisinger
		 	Title: Director


 [Signature Page Second Amendment]