Exhibit 10.1
THIRTEENTH AMENDMENT TO FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT
This THIRTEENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of September 8, 2014, by and among ANTERO RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).
WITNESSETH:
WHEREAS, Borrower, the Guarantors, the Administrative Agent and the Lenders have entered into that certain Fourth Amended and Restated Credit Agreement, dated as of November 4, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and
WHEREAS, the Administrative Agent, the Lenders, Borrower and the Guarantors have agreed to amend the Credit Agreement as provided herein subject to the terms and conditions set forth herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Borrower, the Guarantors, the Administrative Agent and the Lenders hereby agree as follows:
SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 2 of this Amendment, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended in the manner provided in this Section 1.
1.1 Additional Definitions. The following definitions shall be and they hereby are added to Section 1.01 of the Credit Agreement in appropriate alphabetical order:
“Thirteenth Amendment Effective Date” means September 8, 2014.
1.2 Additional Reductions in Borrowing Base. Section 3.06 of the Credit Agreement, shall be and it hereby is amended and restated in its entirety as follows:
Unless otherwise waived in writing by the Required Lenders, upon the issuance of any Senior Notes by any Credit Party in accordance with Section 7.01(h) (other than any Permitted Refinancing that extends, refinances, renews, replaces, defeases or refunds existing Senior Notes), the Borrowing Base then in effect shall automatically be reduced by $250 for each $1,000 in stated principal amount of such Senior Notes on the date such Senior Notes are issued; provided that no such reduction shall be required with respect
ANTERO RESOURCES CORPORATION
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
to any Senior Notes in a stated principal amount of up to $1,000,000,000 issued from and including the Thirteenth Amendment Effective Date to but excluding the next Scheduled Redetermination of the Borrowing Base.
SECTION 2. Conditions. The amendments to the Credit Agreement contained in Section 1 of this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this Section 2.
2.1 Execution and Delivery. Each Credit Party, the Lenders (or at least the required percentage thereof), and the Administrative Agent shall have executed and delivered this Amendment.
2.2 No Default. No Default shall have occurred and be continuing or shall result from the effectiveness of this Amendment.
SECTION 3. Representations and Warranties of Credit Parties. To induce the Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to the Lenders as follows:
3.1 Reaffirmation of Representations and Warranties/Further Assurances. After giving effect to the amendments herein, each representation and warranty of such Credit Party contained in the Credit Agreement and in each of the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date).
3.2 Reaffirmation of Guarantee. Both before and immediately after giving effect to this Amendment, each Guarantor hereby expressly reaffirms its guarantee of the Guaranteed Liabilities under Article VIII of the Credit Agreement.
3.3 Corporate Authority; No Conflicts. The execution, delivery and performance by each Credit Party of this Amendment are within such Credit Party’s corporate or other organizational powers, have been duly authorized by necessary action, require no action by or in respect of, or filing with, any court or agency of government and do not violate or constitute a default under any provision of any applicable law or other agreements binding upon any Credit Party or result in the creation or imposition of any Lien upon any of the assets of any Credit Party except for Permitted Liens and otherwise as permitted in the Credit Agreement.
3.4 Enforceability. This Amendment constitutes the valid and binding obligation of Borrower and each other Credit Party enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general application.
3.5 No Default. As of the date hereof, both before and immediately after giving effect to this Amendment, no Default has occurred and is continuing.
SECTION 4. Miscellaneous.
4.1 Reaffirmation of Loan Documents and Liens. Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in full force and effect and are hereby in all respects ratified and confirmed by each Credit Party. Borrower and each Guarantor hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof.
4.2 Parties in Interest. All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.
4.3 Legal Expenses. Each Credit Party hereby agrees to pay all reasonable fees and expenses of special counsel to the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related documents.
4.4 Counterparts. This Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this Amendment.
4.5 Headings. The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.
4.6 Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York.
4.7 Loan Document. This Amendment shall constitute a Loan Document for all purposes and in all respects.
[Remainder of page intentionally blank.
Signature pages follow.]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their respective authorized officers to be effective as of the date first above written.
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BORROWER: | ||
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ANTERO RESOURCES CORPORATION | ||
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By: |
/s/ Alvyn A. Schopp | |
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Name: |
Alvyn A. Schopp |
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Title: |
Chief Administrative Officer and Regional Vice President |
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GUARANTORS: | ||
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ANTERO RESOURCES MIDSTREAM LLC | ||
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By: |
/s/ Alvyn A. Schopp | |
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Name: |
Alvyn A. Schopp |
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Title: |
Chief Administrative Officer and Regional Vice President |
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ANTERO MIDSTREAM LLC | ||
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By: |
/s/ Alvyn A. Schopp | |
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Name: |
Alvyn A. Schopp |
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Title: |
Chief Administrative Officer and Regional Vice President |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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JPMORGAN CHASE BANK, N.A., | ||
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as Administrative Agent, Issuing Bank and a Lender | ||
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By: |
/s/ David Morris | |
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Name: |
David Morris |
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Title: |
Authorized Officer |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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WELLS FARGO BANK, N.A., | ||
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as Syndication Agent and a Lender | ||
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By: |
/s/ Suzanne Ridenhour | |
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Name: |
Suzanne Ridenhour |
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Title: |
Director |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, | ||
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as Co-Documentation Agent and a Lender | ||
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By: |
/s/ Mark Roche | |
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Name: |
Mark Roche |
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Title: |
Managing Director |
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By: |
/s/ Michael Willis | |
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Name: |
Michael Willis |
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Title: |
Managing Director |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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UNION BANK, N.A., | ||
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as Co-Documentation Agent and a Lender | ||
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By: |
/s/ Lara Sorokolit | |
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Name: |
Lara Sorokolit |
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Title: |
Vice President |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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CITIBANK, N.A., | ||
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as a Lender | ||
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By: |
/s/ Eamon Baqui | |
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Name: |
Eamon Baqui |
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Title: |
Vice President |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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BARCLAYS BANK PLC, | ||
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as a Lender | ||
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By: |
/s/ Vanessa A. Kurbatskiy | |
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Name: |
Vanessa A. Kurbatskiy |
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Title: |
Vice President |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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CAPITAL ONE, NATIONAL ASSOCIATION, | ||
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as a Lender | ||
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By: |
/s/ Victor Ponce de León | |
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Name: |
Victor Ponce de León |
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Title: |
Vice President |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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TORONTO DOMINION (NEW YORK) LLC, | ||
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as a Lender | ||
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By: |
/s/ Masrood Fikree | |
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Name: |
Masrood Fikree |
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Title: |
Authorized Signatory |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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COMERICA BANK, | ||
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as a Lender | ||
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By: |
/s/ Devin S. Eaton | |
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Name: |
Devin S. Eaton |
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Title: |
Relationship Manager |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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BMO HARRIS BANK N.A., | ||
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as a Lender | ||
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By: |
/s/ Melissa Guzmann | |
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Name: |
Melissa Guzmann |
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Title: |
Vice President |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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U.S. BANK NATIONAL ASSOCIATION, | ||
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as a Lender | ||
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By: |
/s/ Daniel K. Hansen | |
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Name: |
Daniel K. Hansen |
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Title: |
Vice President |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, | ||
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as a Lender | ||
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By: |
/s/ Michael Spaight | |
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Name: |
Michael Spaight |
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Title: |
Authorized Signatory |
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By: |
/s/ Samuel Miller | |
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Name: |
Samuel Miller |
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Title: |
Authorized Signatory |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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THE BANK OF NOVA SCOTIA, | ||
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as a Lender | ||
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By: |
/s/ Alan Dawson | |
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Name: |
Alan Dawson |
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Title: |
Director |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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BRANCH BANKING AND TRUST COMPANY, | ||
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as a Lender | ||
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By: |
/s/ James Giordano | |
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Name: |
James Giordano |
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Title: |
Vice President |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, | ||
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as a Lender | ||
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By: |
/s/ Richard Antl | |
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Name: |
Richard Antl |
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Title: |
Authorized Signatory |
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By: |
/s/ William M. Reid | |
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Name: |
William M. Reid |
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Title: |
Authorized Signatory |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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KEYBANK NATIONAL ASSOCIATION, | ||
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as a Lender | ||
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By: |
/s/ John Dravenstott | |
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Name: |
John Dravenstott |
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Title: |
Vice President |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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ABN AMRO CAPITAL USA LLC, | ||
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as a Lender | ||
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By: |
/s/ Darrell Holley | |
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Name: |
Darrell Holley |
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Title: |
Managing Director |
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By: |
/s/ David Montgomery | |
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Name: |
David Montgomery |
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Title: |
Executive Director |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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PNC BANK NATIONAL ASSOCIATION, | ||
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as a Lender | ||
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By: |
/s/ Jonathan Luchansky | |
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Name: |
Jonathan Luchansky |
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Title: |
Assistant Vice President |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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SUMITOMO MITSUI BANKING CORPORATION, | ||
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as a Lender | ||
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By: |
/s/ Katsuyuki Kobo | |
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Name: |
Katsuyuki Kobo |
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Title: |
Managing Director |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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FIFTH THIRD BANK, | ||
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as a Lender | ||
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By: |
/s/ Justin Crawford | |
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Name: |
Justin Crawford |
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Title: |
Director |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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GUARANTY BANK AND TRUST COMPANY, | ||
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as a Lender | ||
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By: |
/s/ Gail J. Nofsinger | |
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Name: |
Gail J. Nofsinger |
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Title: |
Senior Vice President |
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ANTERO RESOURCES CORPORATION |
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THIRTEENTH AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |