Exhibit 10.3
CONSENT AND FIRST 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 20, 2009
Table of Contents
Article I
DEFINITIONS AND INTERPRETATION
2 1.1
Terms Defined Above
2 1.2
Terms Defined in Credit Agreement
2 1.3
References
2 1.4
Articles and Sections
2 1.5
Number and Gender
3 Article II
CONSENT
3 Article III
AMENDMENTS
3 3.1
Amendment to Section 1.2
3 3.2
Amendment to Section 2.4
3 3.3
Amendment to Section 6.1
4 3.4
Amendments to Section 6.3
5 3.5
Amendment to Schedule 6.9
5 Article IV
REPRESENTATIONS AND WARRANTIES
6 Article V
RATIFICATION AND ACKNOWLEDGMENTS
6 Article VI
MISCELLANEOUS
6 6.1
Successors and Assigns
6 6.2
Rights of Third Parties
6 6.3
Counterparts
6 6.4
Integration
6 6.5
Severability
7 6.6
Governing Law
7
- i -
CONSENT AND FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
This CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") executed effective as of November 20, 2009 (the "Effective Date")
and immediately prior to the execution by the Parent (as defined hereinafter) of
the Term Loan Agreement (as defined hereinafter) and the Second Lien Pledge (as
defined hereinafter) and the incurrence by the Parent of the Indebtedness (as
defined in the Amended and Restated Credit Agreement referred to hereinafter)
which is the subject of the Term Loan Agreement 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 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
(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;
WHEREAS, the Parent proposes to obtain from certain lenders, pursuant to a Term
Loan Agreement dated the Effective Date by and among the Parent, the lenders
party thereto and Amegy Bank National Association, as administrative agent for
such