Exhibit 10.2

 

	
 
    
	
 
    
	
FIRST   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
    
	
 
    
	
 
    


 











 

FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of October 11, 2011, 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 (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 $550,000,000 of Senior Notes (as defined in the Credit Agreement).

 

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

 

E.             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 First Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section references in this First 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 “$350,000,000” and replace it with “$550,000,000”.

 

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

 

3.1           The Administrative Agent shall have received counterparts of this First 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 First 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 First 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 First 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 First Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this First 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 (i) acknowledges the terms of this First Amendment, (ii) ratifies and affirms its obligations under the Facility Guaranty and the other Loan Papers to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Facility Guaranty and the other Loan Papers to which it is a party and (iv) 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 First 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 First 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 FIRST 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 FIRST 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 First Amendment, any other documents prepared in connection herewith and the transactions

 

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

 

5.7           Severability. Any provision of this First 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 First 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 First 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, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
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 FIRST 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 FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

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


 

 

SIGNATURE PAGE TO FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

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


 

 

SIGNATURE PAGE TO FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
SOCIETE GENERALE, as a Bank
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/
    	
Scott Mackey
    
	
 
    	
Name:
    	
Scott Mackey
    
	
 
    	
Title:
    	
Director
    


 

 

SIGNATURE PAGE TO FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

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


 

 

SIGNATURE PAGE TO FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 









 

	
 
    	
BMO HARRIS FINANCING, INC., as a Bank
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/
    	
Joe Bliss
    
	
 
    	
Name:
    	
Joe Bliss
    
	
 
    	
Title:
    	
Managing Director
    


 

 

SIGNATURE PAGE TO FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
BNP PARIBAS, as a Bank
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/
    	
Polly Schott
    
	
 
    	
Name:
    	
Polly Schott
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/
    	
Matt Turner
    
	
 
    	
Name:
    	
Matt Turner
    
	
 
    	
Title:
    	
Vice President
    


 

 

SIGNATURE PAGE TO FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

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


 

 

SIGNATURE PAGE TO FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
THE BANK OF NOVA SCOTIA, as a Bank
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/
    	
Paula J. Czach
    
	
 
    	
Name:
    	
Paula J. Czach
    
	
 
    	
Title:
    	
Managing Director
    


 

 

SIGNATURE PAGE TO FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
CAPITAL ONE, N.A., as a Bank
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/
    	
Matthew L. Molero
    
	
 
    	
Name:
    	
Matthew L. Molero
    
	
 
    	
Title:
    	
Vice President
    


 

 

SIGNATURE PAGE TO FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
COMPASS BANK, as a Bank
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/
    	
Kathleen J. Bowen
    
	
 
    	
Name:
    	
Kathleen J. Bowen
    
	
 
    	
Title:
    	
Senior Vice President
    


 

 

SIGNATURE PAGE TO FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

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


 

 

SIGNATURE PAGE TO FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

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


 

 

SIGNATURE PAGE TO FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

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


 

 

SIGNATURE PAGE TO FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
GOLDMAN SACHS BANK USA, as a Bank
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/
    	
Rick Canonico
    
	
 
    	
Name:
    	
Rick Canonico
    
	
 
    	
Title:
    	
Authorized Signatory
    


 

 

SIGNATURE PAGE TO FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT