Exhibit 10.5
FOURTH AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
among
GASTAR EXPLORATION USA, INC.
THE GUARANTORS SIGNATORY HERETO
THE LENDERS SIGNATORY HERETO
and
AMEGY BANK NATIONAL ASSOCIATION,
as Administrative Agent
Effective
November 10, 2011
Table of Contents
Article I
DEFINITIONS AND INTERPRETATION
1
1.1
Terms Defined Above
1
1.2
Terms Defined in Credit Agreement
2
1.3
References
2
1.4
Articles and Sections
2
1.5
Number and Gender
2
Article II
AMENDMENTS
2
2.1
Amendment to Section 1.2
2
2.2
Amendment to Section 2.3
3
2.3
Amendment to Section 6.1
3
Article III
REPRESENTATIONS AND WARRANTIES
3
Article IV
RATIFICATION AND ACKNOWLEDGMENTS
3
Article V
CONDITION TO EFFECTIVENESS
3
Article VI
MISCELLANEOUS
4
6.1
Successors and Assigns
4
6.2
Rights of Third Parties
4
6.3
Counterparts
4
6.4
Integration
4
6.5
Severability
4
6.6
Governing Law
4
- i -
FOURTH AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") executed effective as of November 10, 2011 (the "Effective Date")
is by and among GASTAR EXPLORATION USA, INC., a Michigan corporation (the
"Borrower"), GASTAR EXPLORATION, LTD., an Alberta, Canada corporation (the
"Parent"), GASTAR EXPLORATION NEW SOUTH WALES, INC., a Michigan corporation
("Gastar New South Wales"), GASTAR EXPLORATION VICTORIA, INC., a Michigan
corporation ("Gastar Victoria"), GASTAR EXPLORATION TEXAS, INC., a Michigan
corporation ("Gastar Texas Inc"), GASTAR EXPLORATION TEXAS, LP, a Delaware
limited partnership ("Gastar Texas LP"), and GASTAR EXPLORATION TEXAS LLC, a
Delaware limited liability company ("Gastar Texas LLC", and the Parent, Gastar
New South Wales, Gastar Victoria, Gastar Texas Inc., Gastar Texas LP and Gastar
Texas LLC, collectively, the "Initial Guarantors"), the lenders party to that
certain Amended and Restated Credit Agreement dated effective October 28, 2009,
as amended to the Effective Date, by and among the Borrower, the Initial
Guarantors, the lenders party thereto or bound thereby from time to time (the
"Lenders"), and Amegy Bank National Association, a national banking association,
as administrative agent for the Lenders, letter of credit issuer and collateral
agent for the Lenders and certain other parties (as so amended, the "Credit
Agreement"), and AMEGY BANK NATIONAL ASSOCIATION, a national banking
association, as administrative agent for the Lenders (in such capacity, the
"Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Initial Guarantors, the Lenders and the Agent are
parties to the Credit Agreement; and
WHEREAS, the Borrower, the Initial Guarantors, the Lenders and the Agent desire
to amend the Credit Agreement in the particulars hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained in the Credit Agreement and herein, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
1.1 Terms Defined Above. As used in this Fourth Amendment to Amended and
Restated Credit Agreement, each of the terms "Agent," "Amendment," "Borrower,"
"Credit Agreement," "Effective Date," "Gastar New South Wales," "Gastar Texas
Inc," "Gastar Texas LLC," "Gastar Texas LP," "Gastar Victoria," "Initial
Guarantors," Lenders" and "Parent," shall have