EXHIBIT 10.29
BNP PARIBAS
787 Seventh Avenue
New York, New York
10019
Aurora Oil
& Gas Corporation
4110 Copper
Ridge Drive, Suite 100
Traverse City,
Michigan 49684
Attention:
Chief Financial Officer
Re:
Fee Letter – Administrative Agent and
Arranger
Reference is
made to the Debtor-In-Possession Credit Agreement, date as of
October 6, 2009 (as amended, supplemented or otherwise modified
from time to time, the “ Credit Agreement ”),
among Aurora Oil & Gas Corporation (“ Aurora
”), as borrower, Hudson Pipeline & Processing Co., LLC,
the lenders party thereto (collectively, the " Lenders "),
and BNP Paribas, in as administrative agent for the Lenders (in
such capacity, the “ Administrative Agent ”) and
as sole lead arranger (in such capacity, the “
Arranger ”). Capitalized terms used but not
defined herein shall have the respective meaning given to them in
the Credit Agreement. This letter agreement (“
Fee Letter ”) contains the agreement referenced in
Section 3.5(c) of the Credit Agreement.
As
consideration for BNP Paribas’ agreement to act as Arranger
under the Credit Agreement, Aurora hereby irrevocably agrees to pay
the Arranger, for its own account, an arrangement fee of 0.50% of
the Aggregate Commitments (the “ Arrangement Fee
”). The Arrangement Fee shall be due and payable
on the Effective Date.
As
consideration for BNP Paribas’ agreement to act as
Administrative Agent under the Credit Agreement and the other Loan
Documents, Aurora irrevocably agrees to pay the Administrative
Agent, for its own account, an administrative agency fee in the
amount equal to $5,000.00 per month (the “ Administrative
Agency Fee ” and, together with the Arrangement Fee, the
“ Fees ”), which fee will be payable on the
Effective Date and monthly in advance on or prior to the beginning
of each calendar month prior to the Maturity Date.
In addition,
BNP Paribas and the Administrative Agent shall be paid the other
fees specified in the Credit Agreement.
Aurora agrees
that, once paid,
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