Second Amendment to Second Amended and Restated Credit Agreement



 Exhibit 10.1 
 SECOND AMENDMENT 
 TO 
 SECOND AMENDED AND RESTATED 
 CREDIT AGREEMENT 
 Dated as of March 4, 2008 
 AMONG 
 BILL BARRETT CORPORATION, 
 AS BORROWER, 
 THE GUARANTORS, 
 JPMORGAN CHASE BANK, N.A. 
 AS ADMINISTRATIVE AGENT, 
 AND 
 THE LENDERS PARTY HERETO 







 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT 
 AGREEMENT 
 THIS SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) dated as of March 4, 2008 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, dated November 6, 2007, 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 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. 
 (a) The following definition is hereby added
where alphabetically appropriate to read as follows: 
 “Second Amendment” means that certain Second
Amendment to Second Amended and Restated Credit Agreement, dated as of March 4, 2008 among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto. 
 (b) The definition of “Equity Interest” is hereby amended to insert the phrase “other than any debt securities
convertible into any such Equity Interests” after the phrase “any such Equity Interests” at the end of such definition. 







 (c) The definition of “Restricted Payments” is hereby amended to insert
the phrase “other than any debt securities convertible into any such Equity Interests” after the phrase “any such Equity Interests in the Borrower” at the end of such definition. 
 2.2 Amendment to Section 9.02(h)(v) and (vi). Section 9.02(h)(v) and (vi) are hereby amended and restated in their entirety to read
as follows: 
 “(v) such Permitted Debt does not have a scheduled maturity sooner than the date which is one year after
the Maturity Date, (vi) if such Permitted Debt is subordinated, then (A) any guarantees thereof will be subordinated and (B) all terms of subordination are satisfactory to the Administrative Agent and the Super-Majority Lenders”

 2.3 Amendment to Section 9.04(b)(i). Section 9.04(b)(i) is hereby amended and restated in its entirety to read as
follows: 
 “(i) call, make or offer to make any voluntary or optional Redemption of or otherwise voluntarily or
optionally Redeem (whether in whole or in part) any Permitted Debt, except (A) to the extent constituting a Redemption, the conversion of Permitted Debt into common stock of the Borrower and, in connection therewith, the settlement in cash of
any Permitted Debt required to avoid the issuance of fractional shares of common stock or (B) with the cash proceeds of (1) an Equity Offering, (2) Permitted Refinancing Debt or (3) any asset sale to the extent not required by
this Agreement to be applied to repayment of Indebtedness and a concurrent reduction in the Commitments;” 
 Section 3. Waivers to Credit
Agreement. 
 3.1 Waiver of Section 9.02(h)(i). The Borrower has advised the Administrative Agent that the Borrower intends
to issue certain notes (“Note Issuance”). Pursuant to Section 9.02(h)(i), the Borrower is required to provide the Administrative Agent with written notice of the Note Issuance and the amount thereof and the anticipated closing
date, together with copies of certain documents, not less than ten Business Days prior thereto (the “Notice Requirement”). The Borrower has notified the Administrative Agent that the Borrower will not be able to satisfy the Notice
Requirement in connection with the Note Issuance, Accordingly, the Borrower hereby requests, and the Majority Lenders hereby agree to waive the Notice Requirement with respect to the Note Issuance; provided, however that such waiver shall only apply
to the Notice Requirement and shall not constitute a waiver of the Borrower’s obligation to satisfy each other requirement of Section 9.02(h) with respect to the Note Issuance or any other obligation associated therewith. Except as
expressly waived herein, all covenants, obligations and agreements of the Borrower contained in the Credit Agreement and the other Loan Documents shall remain in full force and effect in accordance with their terms. 
 3.2 Waivers Limited. Except to the extent specifically stated in Section 3.1 of this Amendment and for no other purpose or period, neither
the execution by the Administrative Agent or the Lenders of this Second Amendment, nor any other act or omission by the Administrative Agent or the Lenders or their officers in connection herewith, shall be deemed a 

  

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waiver by the Administrative Agent or the Lenders of any other defaults which may exist, which may have occurred prior to the date hereof, or which may occur
in the future under the Credit Agreement and/or the other Loan Documents, or any future defaults of the same provision waived hereunder (collectively “Other Violations”). Similarly, nothing contained in this letter 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 Other Violations, (b) 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. Nothing in this letter shall be construed to be a
consent by the Administrative Agent or the Lenders to any Other Violations. 
 Section 4. Conditions Precedent. This Second 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”): 
 4.1 The Administrative Agent shall have received from the Majority Lenders, counterparts (in such number as may be requested by the Administrative Agent)
of this Second Amendment signed on behalf of such Person. 
 4.2 No Default shall have occurred and be continuing as of the date hereof,
after giving effect to the terms of this Second Amendment. 
 4.3 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 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 hereby. 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. Each Obligor hereby (a) acknowledges the terms of this Second 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 Second Amendment: (i) all of the representations 

  

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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. 
 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 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 (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. 
 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 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 Second 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/ Dusan Lazarov
		 		 		 	Name:	 	Dusan Lazarov
		 		 		 	Title:	 	Vice President
					
		 		 		 	By:	 	/s/ Erin Morrissey
		 		 		 	Name:	 	Erin Morrissey
		 		 		 	Title:	 	Vice President

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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/ Daria Mahoney
		 		 		 	Name:	 	Daria Mahoney
		 		 		 	Title:	 	Vice President

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	LENDER:	 		 	FORTIS CAPITAL CORP.
					
		 		 		 	By:	 	/s/ David Montgomery
		 		 		 	Name:	 	David Montgomery
		 		 		 	Title:	 	Director
					
		 		 		 	By:	 	/s/ Ilene Fowler
		 		 		 	Name:	 	Ilene Fowler
		 		 		 	Title:	 	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/ Alison Fuqua
		 		 		 	Name:	 	Alison Fuqua
		 		 		 	Title:	 	Assistant Vice President

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	LENDER:	 		 	COMERICA BANK
					
		 		 		 	By:	 	/s/ Rebecca L. Wilson
		 		 		 	Name:	 	Rebecca L. Wilson
		 		 		 	Title:	 	Assistant 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/ Jaime Weisfelner
		 		 		 	Name:	 	Jaime Weisfelner
		 		 		 	Title:	 	Authorized Signatory

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	LENDER:	 		 	 MERRILL LYNCH CAPITAL, a division
 of Merrill
Lynch Business Financial
 Services Inc.

					
		 		 		 	By:	 	/s/ Randall F. Hornick
		 		 		 	Name:	 	Randall F. Hornick
		 		 		 	Title:	 	Authorized Signatory

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	LENDER:	 		 	CREDIT SUISSE
					
		 		 		 	By:	 	/s/ Vanessa Gomez
		 		 		 	Name:	 	Vanessa Gomez
		 		 		 	Title:	 	Director
					
		 		 		 	By:	 	/s/ Morenikeji Ajayi
		 		 		 	Name:	 	Morenikeji Ajayi
		 		 		 	Title:	 	Associate

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	LENDER:	 		 	WELLS FARGO BANK, N.A.
					
		 		 		 	By:	 	/s/ Oleo Logan
		 		 		 	Name:	 	Oleo Logan
		 		 		 	Title:	 	Assistant 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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