Exhibit 10.1


 



 

THIRD AMENDMENT

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 

AMONG

 

LAREDO PETROLEUM, INC.,

as Borrower,

 

WELLS FARGO BANK, N.A.,

as Administrative Agent,

 

THE GUARANTORS SIGNATORY HERETO,

 

AND

 

THE BANKS SIGNATORY HERETO


 



 











 

THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 

This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”), dated as of April 24, 2012, is among LAREDO PETROLEUM, INC., a corporation formed under the laws of the State of Delaware (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Obligors”); each of the Banks that is a signatory hereto; and WELLS FARGO BANK, N.A., as administrative agent for the Banks (in such capacity, together with its successors, the “Administrative Agent”).

 

Recitals

 

A.                                   The Borrower, the Administrative Agent and the Banks are parties to that certain Third Amended and Restated Credit Agreement dated as of July 1, 2011 (as amended prior to the date herof, the “Credit Agreement”), pursuant to which the Banks have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of the Borrower.

 

B.                                     The Borrower desires to have the ability to issue up to $1,050,000,000 of Senior Notes (as defined in the Credit Agreement).

 

C.                                     The parties to the Credit Agreement have agreed to amend certain provisions of the Credit Agreement to facilitate the foregoing.

 

D.                                    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 which is defined in the Credit Agreement, but which is not defined in this Third Amendment, shall have the meaning ascribed such term in the Credit Agreement.  Unless otherwise indicated, all section references in this Third Amendment refer to the Credit Agreement.

 

Section 2.                                            Amendment to Section 9.1 of the Credit Agreement.              Section 9.1(d) of the Credit Agreement is hereby amended to delete the reference to “$550,000,000” and replace it with “$1,050,000,000”.

 

Section 3.                                            Conditions Precedent.  The effectiveness of this Third Amendment is subject to the following:

 

3.1                                 The Administrative Agent shall have received counterparts of this Third Amendment from the Obligors and the Required Banks.

 

3.2                                 The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the effective date of this Third Amendment.

 

3.3                                 The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request.

 

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The Administrative Agent shall notify the Borrower and the Banks of the effectiveness of this Third Amendment, and such notice shall be conclusive and binding.

 

Section 4.                                            Representations and Warranties; Etc.  Each Obligor hereby affirms: (a) that as of the date hereof, all of the representations and warranties contained in each Loan Paper to which such Obligor is a party are true and correct in all material respects as though made on and as of the date hereof (unless made as of a specific earlier date, in which case, was true as of such date), (b) no Defaults exist under the Loan Papers or will, after giving effect to this Third Amendment, exist under the Loan Papers and (c) no Material Adverse Change has occurred.

 

Section 5.                                            Miscellaneous.

 

5.1                                 Confirmation and Effect.  The provisions of the Credit Agreement (as amended by this Third Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this Third Amendment.  Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

 

5.2                                 Ratification and Affirmation of Obligors.  Each of the Obligors hereby expressly (a) acknowledges the terms of this Third Amendment, (b) ratifies and affirms its obligations under the Facility Guaranty and the other Loan Papers to which it is a party, (c) acknowledges, renews and extends its continued liability under the Facility Guaranty and the other Loan Papers to which it is a party and (d) agrees that its guarantee under the Facility Guaranty and the other Loan Papers to which it is a party remains in full force and effect with respect to the Obligations as amended hereby.

 

5.3                                 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 or electronic (e.g. pdf) transmission shall be effective as delivery of a manually executed original counterpart hereof.

 

5.4                                 No Oral Agreement.  THIS WRITTEN THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN PAPERS 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 THIRD 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.  The Borrower agrees to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and expenses incurred in connection with this Third Amendment, any other documents prepared in connection herewith and the

 

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transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

 

5.7                                 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.

 

5.8                                 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.

 

[signature pages follow]

 

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

 

 

	
BORROWER:
    	
LAREDO   PETROLEUM, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   W. Mark Womble
    
	
 
    	
 
    	
W.   Mark Womble
    
	
 
    	
 
    	
Senior Vice President, Chief Financial   Officer and Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
GUARANTORS:
    	
LAREDO PETROLEUM   HOLDINGS, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   W. Mark Womble
    
	
 
    	
 
    	
W.   Mark Womble
    
	
 
    	
 
    	
Senior Vice President, Chief Financial   Officer and Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
LAREDO   PETROLEUM TEXAS, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   W. Mark Womble
    
	
 
    	
 
    	
W.   Mark Womble
    
	
 
    	
 
    	
Senior Vice President, Chief Financial   Officer and Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
LAREDO   GAS SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   W. Mark Womble
    
	
 
    	
 
    	
W.   Mark Womble
    
	
 
    	
 
    	
Senior Vice President, Chief Financial   Officer and Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
LAREDO   PETROLEUM — DALLAS, INC.,
    
	
 
    	
f/k/a   Broad Oak Energy, Inc.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   W. Mark Womble
    
	
 
    	
 
    	
W.   Mark Womble
    
	
 
    	
 
    	
Senior Vice President, Chief Financial   Officer and Secretary
    


 

SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
WELLS   FARGO BANK, N.A.,
    
	
 
    	
as   Administrative Agent and as a Bank
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Tom K. Martin
    
	
 
    	
 
    	
Tom   K. Martin
    
	
 
    	
 
    	
Director
    


 

SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
BANK   OF AMERICA, N.A., as a Bank
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Christopher Renyi
    
	
 
    	
 
    	
Christopher   Renyi
    
	
 
    	
 
    	
Vice   President
    


 

SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
JPMORGAN   CHASE BANK, N.A., as a Bank
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark E. Olson
    
	
 
    	
 
    	
Mark   E. Olson
    
	
 
    	
 
    	
Authorized   Officer
    


 

SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
SOCIETE   GENERALE, as a Bank
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jason Henderson
    
	
 
    	
 
    	
Jason   Henderson
    
	
 
    	
 
    	
Managing   Director
    


 

SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
UNION   BANK, N.A., as a Bank
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Josh Patterson
    
	
 
    	
 
    	
Josh   Patterson
    
	
 
    	
 
    	
Vice   President
    


 

SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 












 

	
 
    	
BMO   HARRIS FINANCING, INC., as a Bank
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Gumaro Tijerina
    
	
 
    	
 
    	
Gumaro   Tijerina
    
	
 
    	
 
    	
Director
    


 

SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
BNP   PARIBAS, as a Bank
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Matt Turner
    
	
 
    	
 
    	
Matt   Turner
    
	
 
    	
 
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Edward Pak
    
	
 
    	
 
    	
Edward   Pak
    
	
 
    	
 
    	
Director
    


 

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
BANK   OF SCOTLAND plc, as a Bank
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Julia R. Franklin
    
	
 
    	
 
    	
Julia   R. Franklin
    
	
 
    	
 
    	
Vice   President
    


 

SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
THE   BANK OF NOVA SCOTIA, as a Bank
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Terry Donovan
    
	
 
    	
 
    	
Terry   Donovan
    
	
 
    	
 
    	
Managing   Director
    


 

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
CAPITAL   ONE, NATIONAL ASSOCIATION,
   as a Bank
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael Higgins
    
	
 
    	
 
    	
Michael   Higgins
    
	
 
    	
 
    	
Vice   President
    


 

SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
COMPASS   BANK, as a Bank
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ann Van Wagener
    
	
 
    	
 
    	
Ann   Van Wagener
    
	
 
    	
 
    	
Vice   President
    


 

SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
BOKF,   NA dba BANK OF OKLAHOMA,
    
	
 
    	
as   a Bank
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Pam P. Schloeder
    
	
 
    	
 
    	
Pam   P. Schloeder
    
	
 
    	
 
    	
Senior   Vice President
    


 

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
BRANCH   BANKING AND TRUST, as a Bank
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Parul June
    
	
 
    	
 
    	
Parul   June
    
	
 
    	
 
    	
Assistant   Vice President
    


 

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
COMERICA   BANK, as a Bank
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John S. Lesikar
    
	
 
    	
 
    	
John   S. Lesikar
    
	
 
    	
 
    	
Assistant   Vice President
    


 

SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
GOLDMAN   SACHS BANK USA, as a Bank
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michelle Latzoni
    
	
 
    	
 
    	
Michelle   Latzoni
    
	
 
    	
 
    	
Authorized   Signatory
    


 

SIGNATURE PAGE TO THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT