exv10w15






Exhibit 10.15




Execution Version




AMENDMENT NO. 1




          This Amendment No. 1 (“Amendment”) dated as of July 18, 2008 (“Effective
Date”) is among Crusader Energy Group Inc. (the “Borrower”), the Lenders (as
defined below), and Union Bank of California, N.A., as administrative agent for such Lenders
(in such capacity, the “Administrative Agent”) and as issuing lender for such Lenders
(in such capacity, the “Issuing Lender”).




RECITALS




          A. The Borrower is party to (i) that certain Second Amended and Restated Credit Agreement
dated as of June 26, 2008 among the Borrower, the lenders party thereto from time to time
(“Lenders”), the Administrative Agent, and the Issuing Lender (the “Credit
Agreement”, the defined terms of which are used in this Amendment unless otherwise defined
in this Amendment), (ii) that certain Amended and Restated Subordinated Credit Agreement dated
as of June 26, 2008 (the “Existing Subordinated Credit Agreement”) among the Borrower,
the lenders party thereto from time to time, and UnionBanCal Equities, Inc., as administrative
agent (the “Existing Subordinated Agent”), and (iii) that certain Amended and Restated
Subordination and Intercreditor Agreement dated as of June 26, 2008 (the “Existing
Subordination and Intercreditor Agreement” among the Administrative Agent, the Subordinated
Agent, the Borrower and the Guarantors.




          B. The Borrower wishes to (i) issue $250,000,000 of second lien term notes pursuant to a
Second Lien Credit Agreement dated July 17, 2008 to be effective as of July 18, 2008 (the
“Second Lien Credit Agreement”) among the Borrower, JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders party thereto and (ii) pay off the Advances (as defined
in the Existing Subordinated Credit Agreement, the “Subordinated Advances”) in full and
terminate the Commitments (as defined in the Subordinated Credit Agreement, the
“Subordinated Commitments”).




          C. Bank of Scotland plc (the “Exiting Lender”) and the other parties to the Credit
Agreement have agreed that the Exiting Lender will cease to be a Lender as of the Effective
Date.




          D. The Borrower, the Lenders, and the Administrative Agent wish to, subject to the terms
and conditions of this Amendment, amend the Credit Agreement as provided for in this Amendment.




          THEREFORE, the Borrower, the Lenders, the Issuing Lender, and the Administrative Agent
hereby agree as follows:




 









 





ARTICLE I.

DEFINITIONS




          Section 1.1 Terms Defined Above. As used in this Amendment, each of the terms
defined in the opening paragraph and the Recitals above shall have the meanings assigned to
such terms therein.




          Section 1.2 Other Definitional Provisions. The words “hereby”, “herein”,
“hereinafter”, “hereof”, “hereto” and “hereunder” when used in this Amendment shall refer to
this Amendment as a whole and not to any particular Article, Section, subsection or provision
of this Amendment. Article, Section, subsection and Exhibit references herein are to such
Articles, Sections, subsections and Exhibits of this Amendment unless otherwise specified. All
titles or headings to Articles, Sections, subsections or other divisions of this Amendment or
the exhibits hereto, if any, are only for the convenience of the parties and shall not be
construed to have any effect or meaning with respect to the other content of such Articles,
Sections, subsections, other divisions or exhibits, such other content being controlling as the
agreement among the parties hereto. Whenever the context requires, reference herein made to
the single number shall be understood to include the plural; and likewise, the plural shall be
understood to include the singular. Words denoting sex shall be construed to include the
masculine, feminine and neuter, when such construction is appropriate; and specific enumeration
shall not exclude the general but shall be construed as cumulative. Definitions of terms
defined in the singular or plural shall be equally applicable to the plural or singular, as the
case may be, unless otherwise indicated.




ARTICLE II.

AMENDMENTS TO CREDIT AGREEMENT




          Section 2.1 The references on the title page and in Exhibit A to the Credit
Agreement to “$200,000,000” shall be amended to read “$140,000,000”.




          Section 2.2 Section 1.01 of the Credit Agreement is hereby amended by adding the
following definition in appropriate alphabetical order:





     “Amendment No. 1 Effective Date” means July 18, 2008.




     “Intercreditor Agreement” means that certain Intercreditor Agreement, which
shall be in a form acceptable to the Administrative Agent and the Lenders, dated as of
the Amendment No. 1 Effective Date, among the Administrative Agent, the Borrower, the
Guarantors, and the Second Lien Agent.




     “Second Lien Agent” means JPMorgan Chase Bank, N.A., or such other Second
Lien Lender serving in the capacity as the administrative agent under the Second Lien
Credit Agreement, to the extent permitted under the Second Lien Credit Agreement and the
Intercreditor Agreement.





     “Second Lien Credit Agreement” means the Second Lien Credit Agreement dated
July 17, 2008 to be effective as of the Amendment No. 1 Effective Date among the
Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party
thereto from



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time to time, as amended, restated, supplemented or otherwise modified but only to
the extent permitted under the terms of the Intercreditor Agreement.




     “Second Lien Debt” means the “Obligations” as defined in the Second Lien
Credit Agreement.




     “Second Lien Lenders” means the lenders party to the Second Lien Credit
Agreement from time to time.




     “Second Lien Loan Documents” means the Second Lien Credit Agreement, the
promissory notes executed and delivered pursuant to the Second Lien Credit Agreement,
and each other agreement, instrument, or document executed by the Borrower or any of its
Subsidiaries or any of their Responsible Officers in connection with the Second Lien
Credit Agreement.



          Section 2.3 Section 1.01 of the Credit Agreement is hereby amended by deleting the
following definitions: “Subordination and Intercreditor Agreement”; “Subordinated Agent”;
“Subordinated Credit Agreement”; “Subordinated Debt”; “Subordinated Debt Maturity Date”;
“Subordinated Lenders”; and “Subordinated Loan Documents”.




          Section 2.4 Each reference in the Credit Agreement, the other Loan Documents, and each
other document, certificate, instrument, or agreement delivered in connection therewith,
including in each case the exhibits and schedules thereto, to any of the following terms (the
“Original Terms”) is hereby amended to be a reference to the terms indicated across
from such term below (the “Amended Terms”):




	 	 	 
	Original Terms	 	Amended Terms
	Subordinated Agent

	 	Second Lien Agent
	Subordinated Credit Agreement

	 	Second Lien Credit Agreement
	Subordinated Debt

	 	Second Lien Debt
	Subordinated Lenders

	 	Second Lien Lenders
	Subordinated Loan Documents

	 	Second Lien Loan Documents
	Subordination and Intercreditor Agreement

	 	Intercreditor Agreement






          Section 2.5 Section 2.02(a) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:





     (a) Generally. The Borrowing Base in effect as of the Amendment No. 1
Effective Date has been set by the Administrative Agent and the Lenders and acknowledged
by the Borrower as $70,000,000. The amount of such Borrowing Base shall remain in
effect until it is redetermined pursuant to this Section 2.02. Each subsequent
Borrowing Base



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shall be determined in accordance with the standards set forth in Section 2.02(d)
and is subject to periodic redetermination pursuant to Sections 2.02(b) and 2.02(c).



          Section 2.6 Section 6.01(b) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:





               (b) Liens securing up to $250,000,000 of Second Lien Debt at any time;



          Section 2.7 Section 6.02(b) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:





               (b) the Second Lien Debt up to the amount permitted by the Intercreditor Agreement;



          Section 2.8 Section 6.17 of the Credit Agreement is hereby deleted in its entirety
and replaced with the following:




          Section 6.17 Leverage Ratio. The Borrower shall not permit the Leverage Ratio at the
end of each fiscal quarter set forth below to exceed the ratio set forth below opposite such
period”




	 	 	 
	Fiscal Quarter Ending	 	Leverage Ratio
	June 30, 2008
	 	3.25 to 1.00
	September 30, 2008
	 	3.25 to 1.00
	December 31, 2008
	 	3.25 to 1.00
	March 31, 2009
	 	3.25 to 1.00
	June 30, 2009
	 	3.25 to 1.00
	September 30, 2009
	 	3.25 to 1.00
	December 31, 2009
	 	3.25 to 1.00
	March 31, 2010 and thereafter
	 	3.00 to 1.00







     , provided that for purposes of determining the ratio described above (i) for the
fiscal quarters of the Borrower ending September 30, 2008, December 31, 2008 and March
31, 2009, EBITDA for the relevant period shall be deemed to equal EBITDA for such fiscal
quarter (and in the case of the latter two determinations, each previous fiscal quarter
referred to above) multiplied by 4, 2 and 4/3, respectively and (ii) for the fiscal
quarters of the Borrower ending September 30, 2008, December 31, 2008, March 31, 2009,
June 30, 2009, September 30, 2009 and December 31, 2009, Debt for the relevant period
shall be net of cash and Liquid Investments on the balance sheet of the Borrower.



          Section 2.9 Section 6.19 of the Credit Agreement is hereby deleted in its entirety
and replaced with the following:




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          Section 6.19 Interest Coverage Ratio. The Borrower shall not permit the
ratio of, as of the last day of each fiscal quarter, commencing with the fiscal quarter
ending June 30, 2008, (a) the consolidated EBITDA of the Borrower calculated for the
four fiscal quarters then ended, to (b) the consolidated Interest Expense of the
Borrower for the four fiscal quarters then ended, to be less than 2.50 to 1.00, provided
that for purposes of determining the ratio described above for the fiscal quarters of
the Borrower ending September 30, 2008, December 31, 2008 and March 31, 2009, each of
consolidated Interest Expense and EBITDA for the relevant period shall be deemed to
equal consolidated Interest Expense and EBITDA for such fiscal quarter (and in the case
of the latter two determinations, each previous fiscal quarter referred to above)
multiplied by 4, 2 and 4/3, respectively.



          Section 2.10 Schedule II to the Credit Agreement is hereby deleted in its entirety and
replaced with Schedule II attached hereto.




          Section 2.11 As of the Effective Date, the Exiting Lender shall cease to be a Lender under the
Credit Agreement.




ARTICLE III.

CONSENT TO PREPAYMENT OF SUBORDINATED ADVANCES




          Section 3.1 Notwithstanding anything to the contrary in the Existing Subordination and
Intercreditor Agreement, the Administrative Agent and the Lenders hereby consent to the
prepayment in full of the Subordinated Advances from the proceeds of the advances under the
Second Lien Credit Agreement.




ARTICLE IV.

REPRESENTATIONS AND WARRANTIES




          Section 4.1 Borrower Representations and Warranties. The Borrower represents and
warrants that: (a) the representations and warranties contained in Article IV of the
Credit Agreement and the representations and warranties contained in the Security Instruments
and each of the other Loan Documents are true and correct in all material respects on and as of
the Effective Date, after giving effect to the terms of this Amendment and the closing of the
Second Lien Credit Agreement, as though made on and as of such date, except those
representations and warranties that speak of a certain date, which representations and
warranties were true and correct as of such date; (b) after giving effect to the terms of this
Amendment and the closing of the Second Lien Credit Agreement, no Default has occurred and is
continuing; (c) the execution, delivery and performance of this Amendment are within the
limited liability company power and authority of the Borrower and have been duly authorized by
appropriate action and proceedings; (d) this Amendment constitutes a legal, valid, and binding
obligation of the Borrower enforceable in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the
rights of creditors generally and general principles of equity; (e) there are no governmental
or other third party consents, licenses and approvals required in connection with the
execution, delivery, performance, validity and enforceability of this Amendment; and (f) the
Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations
under the Loan Documents.




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ARTICLE V.

CONDITIONS




          This Amendment shall become effective and enforceable against the parties hereto, and the
Credit Agreement shall be amended as provided herein, upon the occurrence of the following
conditions precedent:




          Section 5.1 Prepayment of Advances. The Administrative Agent shall have received
repayment of all Advances in the amount by which the aggregate outstanding Advances exceeds
$70,000,000 together with interest owing on such amount.




          Section 5.2 Payment of Subordinated Advances and Termination of Subordinated
Commitments. The Existing Subordinated Agent shall have received payment in full of the
outstanding principal amount of all Subordinated Advances, together with (i) the accrued
interest to the Effective Date (ii) the amounts, if any, required to be paid pursuant to
Section 2.09 of the Existing Subordinated Credit Agreement as a result of such
prepayment being made on the Effective Date, and (iii) any other amounts owing under the
Existing Subordinated Credit Agreement, and the Subordinated Commitments shall have been
terminated as of the Effective Date.




          Section 5.3 Intercreditor Agreement. The Administrative Agent shall have received
multiple original counterparts, as requested by the Administrative Agent, of the Intercreditor
Agreement duly and validly executed and delivered by duly authorized officers of the Borrower,
the Guarantors, the Administrative Agent and the Second Lien Agent.




          Section 5.4 Documents. The Administrative Agent shall have received multiple
original counterparts, as requested by the Administrative Agent, of this Amendment duly and
validly executed and delivered by duly authorized officers of the Borrower, the Administrative
Agent, the Issuing Lender and the Lenders.




          Section 5.5 No Default. No Default shall have occurred and be continuing as of
the Effective Date.




          Section 5.6 Representations. The representations and warranties in this Amendment
shall be true and correct in all material respects.




          Section 5.7 Fees. The Borrower shall have paid all costs and expenses which have
been invoiced and are payable pursuant to Section 9.04 of the Credit Agreement.




ARTICLE VI.

MISCELLANEOUS




          Section 6.1 Effect on Loan Documents; Acknowledgments.




               (a) The Borrower acknowledges that on the date hereof all Obligations are payable without
defense, offset, counterclaim or recoupment.



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               (b) The Administrative Agent, the Issuing Lender, and the Lenders hereby expressly reserve
all of their rights, remedies, and claims under the Loan Documents. Nothing in this Amendment
shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of
the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the
Loan Documents other than as expressly set forth above, (iii) any rights or remedies of the
Administrative Agent, the Issuing Lender or any Lender with respect to the Loan Documents, or
(iv) the rights of the Administrative Agent, any Issuing Lender or any Lender to collect the
full amounts owing to them under the Loan Documents.



               (c) Each of the Borrower, the Administrative Agent, the Issuing Lender, and the Lenders
does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and
acknowledges and agrees that the Credit Agreement, as amended hereby, and all other Loan
Documents are and remain in full force and effect, and the Borrower acknowledges and agrees
that its liabilities under the Credit Agreement and the other Loan Documents are not impaired
in any respect by this Amendment or the consents granted hereunder.



               (d) From and after the Effective Date, all references to the Credit Agreement and the Loan
Documents shall mean such Credit Agreement and such Loan Documents as amended by this
Amendment.



               (e) This Amendment is a Loan Document for the purposes of the provisions of the other Loan
Documents. Without limiting the foregoing, any breach of representations, warranties, and
covenants under this Amendment shall be a Default or Event of Default, as applicable, under the
Credit Agreement.



          Section 6.2 Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original and all of which, taken together, constitute a
single instrument. This Amendment may be executed by facsimile signature and all such
signatures shall be effective as originals.




          Section 6.3 Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the Lenders, the Borrower and the Administrative Agent hereto and their
respective successors and assigns permitted pursuant to the Credit Agreement.




          Section 6.4 Invalidity. In the event that any one or more of the provisions
contained in this Amendment shall for any reason be held invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other
provision of this Amendment.




          Section 6.5 Governing Law. This Amendment shall be deemed to be a contract made
under and shall be governed by and construed in accordance with the laws of the State of Texas.




          Section 6.6 Entire Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY
THIS AMENDMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING
AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR
AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.




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THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.




[SIGNATURES BEGIN ON NEXT PAGE.]




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     EXECUTED effective as of the date first above written.



	 	 	 	 	 
	 	CRUSADER ENERGY GROUP INC.

 	 
	 	By:  	/s/ DAVID D. LE NORMAN
 	 
	 	 	Name:  	David D. Le Norman 	 
	 	 	Title:  	President 	 
	 



Signature Page to Amendment No. 1

(Crusader Energy Group Inc.)





 









 





	 	 	 	 	 
	 	ADMINISTRATIVE AGENT AND ISSUING LENDER:





UNION BANK OF CALIFORNIA, N.A.,

as Administrative Agent, Issuing Lender

 	 
	 	By:  	/s/ JARROD BOURGEOIS
 	 
	 	 	Name:  	Jarrod Bourgeois 	 
	 	 	Title:  	Vice President 	 
	 
	 	LENDERS:





UNION BANK OF CALIFORNIA, N.A.,

as a Lender

 	 
	 	By:  	/s/ JARROD BOURGEOIS
 	 
	 	 	Name:  	Jarrod Bourgeois 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 1

(Crusader Energy Group Inc.)





 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Lender

 	 
	 	By:  	/s/ STEPHEN L. LESCHER
 	 
	 	 	Name:  	Stephen L. Lescher 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to Amendment No. 1

(Crusader Energy Group Inc.)





 









 





	 	 	 	 	 
	 	EXITING LENDER:





BANK OF SCOTLAND plc

 	 
	 	By:  	/s/ JULIA R. FRANKLIN
 	 
	 	 	Name:  	Julia R. Franklin 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature Page to Amendment No. 1

(Crusader Energy Group Inc.)





 









 








SCHEDULE II




BORROWER ADMINISTRATIVE AGENT AND LENDER INFORMATION



Each of the commitments to lend set forth herein is governed by the terms of the Agreement which
provides for, among other things, borrowing base limitations which may restrict the Borrower’s
ability to request (and the Lenders’ obligation to provide) Credit Extensions to a maximum amount
which is less than the commitments set forth in this Schedule II.




Administrative Agent:




Union Bank of California, N.A.

Lincoln Plaza

500 N. Akard Street, Suite 4200

Dallas, Texas 75201

Attention: Mr. M Jarrod Bourgeois

Facsimile: 214-922-4209




Borrower:




Crusader Energy Group Inc.

4747 Gaillardia Parkway

Oklahoma City, OK 73142

Attention: John G. Heinen

Facsimile: 405-285-7522




	 	 	 
	Lenders:	 	
Applicable Lending Offices:
	 
	Union Bank of California, N.A.
	 	Eurodollar Lending Office
	 
	 	1980 Saturn Street, Mail Code V01-120
	Commitment: $70,000,000.00
	 	Monterey Park, CA  91754
	 
	 	Telephone:    (323) 720-2870
	 
	 	Telecopy:     (323) 724-6198 and (323) 724-0042
	 
	 	Attention:     Maria Suncin, Commercial Loan
	 
	 	Operations Department
	 
	 	Email:     #clo_synd @uboc.com
	 
	 	 
	 
	 	Domestic Lending Office
	 
	 	Same as Eurodollar Lending Office
	 
	 	 
	JPMorgan Chase Bank, N.A.
	 	Eurodollar Lending Office
	 
	 	1 Chase Tower
	Commitment: $70,000,000.00
	 	10 South Dearborn
	 
	 	IL1-0010
	 
	 	Chicago, Illinois  60603
	 
	 	Telephone:     (312) 732-5078
	 
	 	Telecopy:     (312) 385-7096
	 
	 	Attention:     Walter Jones
	 
	 	 
	 
	 	With a copy to:
	 
	 	2200 Ross Ave., TX1-2911
	 
	 	3rd Floor
	 
	 	Dallas, Texas  75201
	 
	 	Attention: Brian Orlando
	 
	 	Telephone:     (214) 965-3245
	 
	 	Telecopy:     (214) 965-3280





Signature Page to Amendment No. 1

(Crusader Energy Group Inc.)





 









 






	 	 	 
	 
	 	Domestic Lending Office
	 
	 	Same as Eurodollar Lending Office






Schedule II to Amendment No. 1

(Crusader Energy Group Inc.)