exv10w1






Exhibit 10.1




Execution Version




FOURTH AMENDMENT




TO



AMENDED AND RESTATED CREDIT AGREEMENT



Dated as of June 16, 2011



among



OASIS PETROLEUM NORTH AMERICA LLC,

as Borrower,



THE GUARANTORS PARTY HERETO,



BNP PARIBAS



as Administrative Agent,



and



THE LENDERS PARTY HERETO



 









 





FOURTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT




     THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fourth
Amendment”) dated as of June 16, 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, that certain Second Amendment to Amended and Restated Credit Agreement dated as of August 11,
2010 and that certain Third Amendment to Amended and Restated Credit Agreement and Limited Waiver
dated as of January 21, 2011 (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 requisite 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 Fourth
Amendment. Unless otherwise indicated, all section references in this Fourth Amendment refer to
sections of the Credit Agreement.



Section 2. Amendments to Credit Agreement.




     2.1 Amendment to Section 9.18(a). Section 9.18(a) is hereby amended in its entirety
to read as follows:




(a) The Parent and the Borrower will not, and will not permit any Subsidiary to,
enter into any Swap Agreements with any Person other than (i) Swap Agreements in
respect of commodities (A) with an Approved Counterparty and (B) the notional
volumes for which (when aggregated with other commodity Swap Agreements then in
effect other than basis differential swaps on volumes already hedged pursuant to
other Swap Agreements) do not exceed, as of the date such Swap Agreement is
executed, (I) for the period from 1 to 24 months after the date of execution of such
Swap Agreement, 100% of the Current Production for each month during the period
during which such Swap Agreement is in effect for



1









 







each of crude oil and natural gas, calculated separately, (II) for the period from
25 to 36 months after such date of execution, 75% of the Current Production for each
month during the period during which such Swap Agreement is in effect for each of
crude oil and natural gas, calculated separately, and (III) for the period from 37
to 60 months after such date of execution, 50% of the Current Production for each
month during the period during which such Swap Agreement is in effect for each of
crude oil and natural gas, calculated separately; provided, that the Borrower may
purchase puts and floors the notional volumes for which exceed the foregoing
percentage limitations (but which do not cause all notional volumes hedged to exceed
100% of the Current Production for any period beyond the last day of the second
calendar year following the calendar year in which such puts and/or floors are
purchased), and (ii) Swap Agreements in respect of interest rates with an Approved
Counterparty, as follows: (A) Swap Agreements effectively converting interest rates
from fixed to floating, the notional amounts of which (when aggregated with all
other Swap Agreements of the Borrower and its Subsidiaries then in effect
effectively converting interest rates from fixed to floating) do not exceed 50% of
the then outstanding principal amount of the Borrower’s Debt for borrowed money
which bears interest at a fixed rate and (B) Swap Agreements effectively converting
interest rates from floating to fixed, the notional amounts of which (when
aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then
in effect effectively converting interest rates from floating to fixed) do not
exceed 75% of the then outstanding principal amount of the Borrower’s Debt for
borrowed money which bears interest at a floating rate. In no event shall any Swap
Agreement contain any requirement, agreement or covenant for the Borrower or any
Subsidiary to post collateral or margin to secure their obligations under such Swap
Agreement or to cover market exposures and in no event shall (y) any Swap Agreements
in respect of interest rates have a term beyond 48 months from the date of execution
thereof or (z) any Swap Agreements in respect of commodities have a term beyond 60
months from the date of execution thereof.


Section 3. Conditions Precedent. This Fourth 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):




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



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



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



     3.4 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 Fourth 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 3 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 4. Miscellaneous.




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



     4.2 No Waiver. Neither the execution by the Administrative Agent or the Lenders of
this Fourth 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 Fourth Amendment or which may occur in the future under the
Credit Agreement and/or the other Loan Documents. Similarly, nothing contained in this Fourth
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.



     4.3 Ratification and Affirmation; Representations and Warranties. Each Obligor hereby
(a) acknowledges the terms of this Fourth 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 Fourth 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.



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




     4.5 No Oral Agreement. This Fourth 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.



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



     4.7 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 Fourth 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.



     4.8 Severability. Any provision of this Fourth 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.



     4.9 Successors and Assigns. This Fourth 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 Fourth Amendment to be duly
executed as of the date first written above.



	 	 	 	 	 
	BORROWER:	 OASIS PETROLEUM NORTH AMERICA LLC

 	 
	 	By:  	/s/ Thomas B. Nusz
 	 
	 	 	Thomas B. Nusz 	 
	 	 	President & Chief Executive Officer 	 
	 
	GUARANTORS:	 OASIS PETROLEUM LLC

 	 
	 	By:  	/s/ Thomas B. Nusz
 	 
	 	 	Thomas B. Nusz 	 
	 	 	President & Chief Executive Officer 	 
	 
	 	OASIS PETROLEUM INC.

 	 
	 	By:  	/s/ Thomas B. Nusz
 	 
	 	 	Thomas B. Nusz 	 
	 	 	President & Chief Executive Officer 	 
	 



Signature Page to Fourth Amendment to Amended and Restated Credit Agreement

(Oasis Petroleum North America LLC)



 









 





	 	 	 	 	 
	ADMINISTRATIVE AGENT AND LENDER:	BNP PARIBAS

 	 
	 	By:  	/s/ Edwark Pak
 	 
	 	 	Name:  	Edward Pak 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	                                             /s/ Courtney Kubesch
 	 
	 	 	Name:  	Courtney Kubesch 	 
	 	 	Title:  	Vice President 	 
	 
	LENDERS: 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Michael Kamauf
 	 
	 	 	Name:  	Michael Kamauf 	 
	 	 	Title:  	Authorized Officer 	 
	 
	 	UBS LOAN FINANCE, LLC

 	 
	 	By:  	/s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director Banking Products Services US 	 
	 	 	 
	 	By:  	                                             /s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director Banking Products
Services US 	 
	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Doug McDowell
 	 
	 	 	Name:  	Doug McDowell 	 
	 	 	Title:  	Director 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	/s/ Mark Lumpkin, Jr.
 	 
	 	 	Name:  	Mark Lumpkin, Jr. 	 
	 	 	Title:  	Authorised Signatory 	 
	 



Signature Page to Fourth Amendment to Amended and Restated Credit Agreement

(Oasis Petroleum North America LLC)