Execution Version
Exhibit 10.5
______________________________________________________________________
FIFTH AMENDMENT
TO
AMENDED & RESTATED
TERM LOAN CREDIT AGREEMENT
AMONG
Sundance Energy INC.,
as parent,
Sundance Energy, Inc.,
AS BORROWER,
MORGAN STANLEY CAPITAL ADMINISTRATORS INC.,
AS ADMINISTRATIVE AGENT,
THE LOAN PARTIES PARTY HERETO
AND
THE LENDERS PARTY HERETO
Dated as of October 30, 2020
______________________________________________________________________
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FIFTH AMENDMENT TO AMENDED & RESTATED
TERM LOAN CREDIT AGREEMENT
This FIFTH AMENDMENT TO AMENDED & RESTATED TERM LOAN CREDIT AGREEMENT (this
"Amendment") dated as of October 30, 2020 (the "Closing Date") is among SUNDANCE
ENERGY INC., a Delaware corporation ("Parent"), SUNDANCE ENERGY, INC., a
Colorado corporation (the "Borrower"), MORGAN STANLEY CAPITAL ADMINISTRATORS
INC., as administrative agent for the Lenders (in such capacity, together with
its successors, the "Administrative Agent"), each of the Loan Parties party
hereto and each of the lenders party hereto (individually a "Lender" and
collectively, the "Lenders").
RECITALS
A.The Parent, the Borrower, the Administrative Agent and the Lenders are parties
to that certain Amended & Restated Term Loan Credit Agreement dated as of April
23, 2018 (as further amended, modified, supplemented, restated, replaced or
otherwise modified from time to time prior to the date hereof, the "Credit
Agreement") pursuant to which the Lenders have made certain Loans and other
credit available to and on behalf of the Borrower.
B.Subject to the terms and conditions set forth herein, the Parent, the
Borrower, the Administrative Agent, the Loan Parties party hereto and the
Lenders party hereto agree to amend certain provisions of the Credit Agreement
as set forth herein.
C.NOW, THEREFORE, in consideration of the promises 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 Amendment, shall have the meaning
ascribed such term in the Credit Agreement.
Unless otherwise indicated, all
article and section references in this Amendment refer to the Credit Agreement.
Section 2.Amendments. Upon the Closing Date, the Credit Agreement is hereby
amended as follows.
(a)Amendment to Section 1.02. Section 1.02 is hereby amended by:
(i)Replacing the phrase "June 30, 2020" contained in the definition of "Fallaway
Date" with the phrase "September 30, 2020".
(ii)Replacing the phrase "Section 8.22" contained in the clauses (a)(i)(A) and
(a)(iii)(A) of the definition of "General & Administrative Expenses" with the
phrase "Section 8.22(a)".
(iii)Replacing the phrase "October 30, 2020" contained in the definition of
"General & Administrative Expenses" with the phrase "November 30, 2020" in each
instance it appears.
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[Fifth Amendment to Amended & Restated Term Loan Credit Agreement]
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(iv)Adding the following defined term in appropriate alphabetical order to read
in its entirety as follows:
"Specified Letter of Credit" means collectively, that certain Standby Letter of
Credit No. S101436, in favor of Newpek, LLC, that certain Standby Letter of
Credit No. S101437, in favor of Reliance Holding USA, Inc. and that certain
Standby Letter of Credit No.