Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 49 Section 4.02 Presumption of Payment by the Borrower 50 Section 4.03 Certain Deductions by the Administrative Agent 50 Section 4.04 Disposition of Proceeds 50 Section 5.01 Increased Costs 51 Section 5.02 Break Funding Payments 52 Section 5.03 Taxes 52 Section 5.04 Mitigation Obligations; Replacement of Lenders 56 Section 5.05 Illegality 57 Section 6.01 Effective Date 57 Section 6.02 Each Credit Event 60 Section 7.01 Organization; Powers 61 Section 7.02 Authority; Enforceability 61 Section 7.03 Approvals; No Conflicts 61 Section 7.04 Financial Condition; No Material Adverse Change 62 Section 7.05 Litigation 62 Section 7.06 Environmental Matters 62 Section 7.07 Compliance with the Laws and Agreements; No Defaults 64 Section 7.08 Investment Company Act 64 Section 7.09 Taxes 64 Section 7.10 ERISA 65 Section 7.11 Disclosure; No Material Misstatements 65 Section 7.12 Insurance 66 Section 7.13 Restriction on Liens 66 Section 7.14 Subsidiaries 66 Section 7.15 Entity Information 66 Section 7.16 Properties; Titles, Etc 67 Section 7.17 Maintenance of Properties 68 Section 7.18 Swap Agreements and Qualified ECP Guarantor 68 Section 7.19 Use of Loans and Letters of Credit 68 Section 7.20 Solvency 69 Section 7.21 Foreign Corrupt Practices 69 Section 7.22 OFAC 69 Section 8.01 Financial Statements; Other Information 70 Section 8.02 Notices of Material Events 72 Section 8.03 Existence; Conduct of Business 73 Section 8.04 Payment of Obligations 73 Section 8.05 Performance of Obligations under Loan Documents 73 Section 8.06 Operation and Maintenance of Properties; Subordination of Affiliated Operators’ Liens 73 Section 8.07 Insurance 74 Section 8.08 Books and Records; Inspection Rights 75 Section 8.09 Compliance with Laws 75 Section 8.10 Environmental Matters 75 Section 8.11 Further Assurances 76 Section 8.12 Reserve Reports 76 Section 8.13 Title Information 77 Section 8.14 Collateral and Guarantors 78 Section 8.15 ERISA Compliance 79 Section 8.16 Marketing Activities 80 Section 8.17 Unrestricted Subsidiaries 80 Section 8.18 Commodity Exchange Act Keepwell Provisions 80 Section 9.01 Financial Covenants 81 Section 9.02 Debt 81 Section 9.03 Liens 83 Section 9.04 Dividends and Distributions and Payments in Respect of Permitted Unsecured Notes 83 Section 9.05 Investments, Loans and Advances 84 Section 9.06 Designation and Conversion of Restricted and Unrestricted Subsidiaries 85 Section 9.07 Nature of Business 86 Section 9.08 Proceeds of Notes 86 Section 9.09 ERISA 86 Section 9.10 Mergers, etc 87 Section 9.11 Sale of Properties and Termination of Swap Agreements 87 Section 9.12 Transactions with Affiliates 88 Section 9.13 Subsidiaries 88 Section 9.14 Negative Pledge Agreements; Dividend and Other Restrictions 89 Section 9.15 Gas Imbalances, Take-or-Pay or Other Prepayments 89 Section 9.16 Swap Agreements 89 Section 9.17 Non-Qualified ECP Guarantors 91 Section 9.18 Amendments to Permitted Unsecured Notes Documents 91 Section 9.19 Fiscal Year 92 Section 10.01 Events of Default 92 Section 10.02 Remedies 94 Section 11.01 Appointment; Powers 95 Section 11.02 Duties and Obligations of Administrative Agent 95 Section 11.03 Action by Administrative Agent 96 Section 11.04 Reliance by Administrative Agent 97 Section 11.05 Subagents 97 Section 11.06 Resignation or Removal of Administrative Agent 97 Section 11.07 Agents as Lenders 98 Section 11.08 No Reliance 98 Section 11.09 Administrative Agent May File Proofs of Claim 98 Section 11.10 Authority of Administrative Agent to Release Collateral, Liens and Guarantors; Assignment of Swap Agreements 99 Section 11.11 The Arranger; Agents 100 Section 12.01 Notices 100 Section 12.02 Waivers; Amendments 101 Section 12.03 Expenses, Indemnity; Damage Waiver 102 Section 12.04 Successors and Assigns 105 Section 12.05 Survival; Revival; Reinstatement 109 Section 12.06 Counterparts; Integration; Effectiveness 109 Section 12.07 Severability 110 Section 12.08 Right of Setoff 110 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 110 Section 12.10 Headings 111 Section 12.11 Confidentiality 111 Section 12.12 Interest Rate Limitation 112 Section 12.13 EXCULPATION PROVISIONS 113 Section 12.14 Collateral Matters; Swap Agreements 113 Section 12.15 No Third Party Beneficiaries 114 Section 12.16 USA Patriot Act Notice 114 Section 12.17 No Advisory or Fiduciary Responsibility 114 Section 12.18 Amendment and Restatement 115 Section 12.19 True-up Loans 115 Annex I List of Maximum Credit Amounts and Elected Commitments Annex II Existing Letters of Credit Exhibit A Form of Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E Security Instruments as of the Effective Date Exhibit F Form of Guaranty and Pledge Agreement Exhibit G Form of Assignment and Assumption Exhibit H-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit H-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit I Form of Elected Commitment Increase Certificate Exhibit J Form of Additional Lender Certificate Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries and Unrestricted Subsidiaries Schedule 7.18 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.05 Existing Investments THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 7, 2014, is among: APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and KEYBANK NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).
Appears in 1 contract
Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 49 62 Section 4.02 Presumption of Payment by the Borrower 50 Section 4.03 Certain Deductions by the Administrative Agent 50 Agent; Defaulting Lender 63 Section 4.04 4.03 Disposition of Proceeds 50 65 ARTICLE V INCREASED COSTS; REIMBURSEMENT OF PREPAYMENT COSTS; TAXES; INTEREST RATE AVAILABILITY Section 5.01 Increased Costs 51 65 Section 5.02 Break Funding Payments 52 Reimbursement of Prepayment Costs 67 Section 5.03 Taxes 52 67 Section 5.04 Mitigation Obligations; Designation of Different Lending Office 71 Section 5.05 Replacement of Lenders 56 71 Section 5.05 Illegality 57 5.06 Right of Lenders to Fund through Branches and Affiliates 72 Section 5.07 Alternate Rate of Interest 72 ARTICLE VI CONDITIONS PRECEDENT Section 6.01 Effective Date 57 74 Section 6.02 Each Credit Event 60 76 ARTICLE VII REPRESENTATIONS AND WARRANTIES Section 7.01 Organization; Powers 61 77 Section 7.02 Authority; Enforceability 61 77 Section 7.03 Approvals; No Conflicts 61 77 Section 7.04 Financial Condition; No Material Adverse Change 62 77 Section 7.05 Litigation 62 78 Section 7.06 Environmental Matters 62 78 Section 7.07 Compliance with the Laws and Agreements; No Defaults 64 79 Section 7.08 Investment Company Act 64 79 Section 7.09 Taxes 64 79 Section 7.10 ERISA 65 79 Section 7.11 Disclosure; No Material Misstatements 65 80 Section 7.12 Insurance 66 80 Section 7.13 Restriction on Liens 66 81 Section 7.14 Subsidiaries 66 81 Section 7.15 Entity Information 66 Location of Business and Offices 81 Section 7.16 Properties; Titles, Etc 67 81 Section 7.17 Maintenance of Properties 68 82 Section 7.18 Marketing of Production 82 Section 7.19 Swap Agreements and Qualified ECP Guarantor 68 82 Section 7.19 7.20 Use of Loans and Letters of Credit 68 Section 7.20 Solvency 69 82 Section 7.21 Foreign Corrupt Practices 69 Solvency 82 Section 7.22 OFAC 69 Anti-Corruption Laws and Sanctions 83 Section 7.23 Affected Financial Institutions 83 Section 7.24 Security Instruments 83 ARTICLE VIII AFFIRMATIVE COVENANTS Section 8.01 Financial Statements; Other Information 70 83 Section 8.02 Notices of Material Events 72 86 Section 8.03 Existence; Conduct of Business 73 86 Section 8.04 Payment of Obligations 73 86 Section 8.05 Performance of Obligations under Loan Documents 73 86 Section 8.06 Operation and Maintenance of Properties; Subordination of Affiliated Operators’ Liens 73 Properties 86 Section 8.07 Insurance 74 87 Section 8.08 Books and Records; Inspection Rights 75 87 Section 8.09 Compliance with Laws 75 87 Section 8.10 Environmental Matters 75 88 Section 8.11 Further Assurances 76 88 Section 8.12 Reserve Reports 76 89 Section 8.13 Title Information 77 89 Section 8.14 Collateral and Additional Collateral; Additional Guarantors 78 90 Section 8.15 ERISA Compliance 79 91 Section 8.16 Marketing Activities 80 92 Section 8.17 Unrestricted Subsidiaries 80 92 Section 8.18 Commodity Exchange Act Keepwell Provisions 80 Account Control Agreements 93 Section 8.19 Post-Closing Undertakings 93 ARTICLE IX NEGATIVE COVENANTS Section 9.01 Financial Covenants 81 94 Section 9.02 Debt 81 94 Section 9.03 Liens 83 95 Section 9.04 Dividends and Distributions and Restricted Payments in Respect of Permitted Unsecured Notes 83 96 Section 9.05 Investments, Loans and Advances 84 96 Section 9.06 Designation and Conversion of Restricted and Unrestricted Subsidiaries 85 Section 9.07 Nature of Business 86 97 Section 9.07 Proceeds of Loans 97 Section 9.08 Proceeds of Notes 86 Mergers, Etc 97 Section 9.09 ERISA 86 Sale or Discount of Receivables 98 Section 9.10 Mergers, etc 87 Section 9.11 Sale of Properties and Termination of Swap Agreements 87 98 Section 9.12 9.11 Transactions with Affiliates 88 99 Section 9.12 Subsidiaries 99 Section 9.13 Subsidiaries 88 Section 9.14 Negative Pledge Agreements; Dividend and Other Restrictions 89 99 Section 9.14 Swap Agreements 99 Section 9.15 Gas Imbalances, Take-or-Pay or Other Prepayments 89 Section 9.16 Swap Agreements 89 Section 9.17 Non-Qualified ECP Guarantors 91 Section 9.18 Amendments to Permitted Unsecured Notes Restrictions 100 Section 9.16 Amendments to Organizational Documents 91 101 Section 9.19 9.17 Changes in Fiscal Year 92 Periods 101 ARTICLE X EVENTS OF DEFAULT; REMEDIES Section 10.01 Events of Default 92 101 Section 10.02 Remedies 94 103 ARTICLE XI THE AGENTS Section 11.01 Appointment; Powers 95 Authorization and Action 104 Section 11.02 Duties and Obligations Administrative Agent’s Reliance, Indemnification, Etc. 106 Section 11.03 Posting of Communications 107 Section 11.04 The Administrative Agent 95 Individually 109 Section 11.03 Action by 11.05 Successor Administrative Agent 96 Section 11.04 Reliance by Administrative Agent 97 Section 11.05 Subagents 97 109 Section 11.06 Resignation or Removal Acknowledgements of Administrative Agent 97 Lenders and Issuing Banks. 110 Section 11.07 Agents as Lenders 98 Collateral Matters 110 Section 11.08 No Reliance 98 Credit Bidding 111 Section 11.09 Administrative Agent May File Proofs of Claim 98 Certain ERISA Matters 112 Section 11.10 Authority of Administrative Agent to Release Collateral, Liens and Guarantors; Assignment of Swap Agreements 99 Agent’s Fees 114 Section 11.11 The Arranger; Agents 100 Erroneous Payments 114 ARTICLE XII MISCELLANEOUS Section 12.01 Notices 100 115 Section 12.02 Waivers; Amendments 101 115 Section 12.03 Expenses, Indemnity; Damage Waiver 102 116 Section 12.04 Successors and Assigns 105 118 Section 12.05 Survival; Revival; Reinstatement 109 121 Section 12.06 Counterparts; Integration; Effectiveness 109 122 Section 12.07 Severability 110 123 Section 12.08 Right of Setoff 110 123 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 110 PROCESS; WAIVER OF TRIAL BY JURY 123 Section 12.10 Headings 111 124 Section 12.11 Confidentiality 111 125 Section 12.12 Interest Rate Limitation 112 125 Section 12.13 EXCULPATION PROVISIONS 113 126 Section 12.14 Collateral Matters; Swap Agreements 113 Agreements; Cash Management 127 Section 12.15 No Third Party Beneficiaries 114 127 Section 12.16 USA Patriot Act Notice 114 127 Section 12.17 No Advisory or Fiduciary Responsibility 114 Keepwell 128 Section 12.18 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. 128 Section 12.19 Amendment and Restatement 115 128 Section 12.19 True-up Loans 115 Annex I List 12.20 Flood Insurance 129 Section 12.21 Acknowledgement Regarding Any Supported QFCs 129 Section 12.22 Assignment and Assumption of Maximum Credit Amounts Assigned Interests 129 Schedules and Elected Commitments Annex II Exhibits: Schedule 1.1 Applicable Margin Schedule 1.2 Allocations Schedule 1.3 Compliance Information Schedule 1.4 Existing Letters of Credit Schedule Schedule 1.09 Sustainability Table Schedule 7.04(c) Material Debt and Liabilities Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries Schedule 7.18 Marketing Agreements Schedule 7.19 Swap Agreements Schedule 9.02(f) Existing Unsecured Notes Schedule 9.05 Investments Schedule 9.11 Affiliate Transactions Schedule 12.01 Notices Exhibit A Form of Revolving Credit Note Exhibit B Form of Revolving Credit Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E D Security Instruments as of the Effective Date Exhibit F Form of Guaranty and Pledge Agreement Exhibit G E Form of Assignment and Assumption Exhibit H-1 F Form of Request for Swing Line Loan Exhibit G Form of Swing Line Note Exhibit H Form of Swing Line Participation Certificate Exhibit I Form of Notice of Issuance of Letter of Credit Exhibit J-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit H-2 J-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit H-3 J-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 J-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit I K Form of Elected Commitment Increase Certificate Exhibit J L Form of Additional Lender Certificate Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries and Unrestricted Subsidiaries Schedule 7.18 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.05 Existing Investments THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT AGREEMENT, dated as of May 7November 2, 20142021, is among: APPROACH RESOURCES INC.among PDC Energy, Inc., a Delaware corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); , each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, JPMorgan Chase Bank, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); ) and KEYBANK NATIONAL ASSOCIATION, as documentation agent for each of the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”)other parties from time to time party hereto.
Appears in 1 contract
Samples: Credit Agreement (PDC Energy, Inc.)
Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 49 35 Section 4.02 Presumption of Payment by the Borrower 50 36 Section 4.03 Certain Payments and Deductions by the Administrative Agent 50 to a Defaulting Lender 37 Section 4.04 Disposition of Proceeds 50 39 Section 5.01 Increased Costs 51 39 Section 5.02 Break Funding Payments 52 40 Section 5.03 Taxes 52 41 Section 5.04 Mitigation Obligations; Replacement of Lenders 56 Obligations 42 Section 5.05 Illegality 57 42 Section 6.01 Effective Date 57 42 Section 6.02 Each Credit Event 60 45 Section 7.01 Organization; Powers 61 46 Section 7.02 Authority; Enforceability 61 46 Section 7.03 Approvals; No Conflicts 61 46 Section 7.04 Financial Condition; No Material Adverse Change 62 46 Section 7.05 Litigation 62 47 Section 7.06 Environmental Matters 62 47 Section 7.07 Compliance with the Laws and Agreements; No Defaults 64 48 Section 7.08 Investment Company Act 64 49 Section 7.09 Taxes 64 49 Section 7.10 ERISA 65 49 Section 7.11 Disclosure; No Material Misstatements 65 50 Section 7.12 Insurance 66 50 Section 7.13 Restriction on Liens 66 50 Section 7.14 Subsidiaries 66 50 Section 7.15 Entity Information 66 Location of Business and Offices 50 Section 7.16 Properties; Titles, Etc 67 51 Section 7.17 Maintenance of Properties 68 52 Section 7.18 Gas Imbalances, Prepayments 52 Section 7.19 Marketing of Production 52 Section 7.20 Swap Agreements and Qualified ECP Guarantor 68 53 Section 7.19 7.21 Use of Loans and Letters of Credit 68 Section 7.20 Solvency 69 Section 7.21 Foreign Corrupt Practices 69 53 Section 7.22 OFAC 69 Section 8.01 Financial Statements; Other Information 70 Section 8.02 Notices of Material Events 72 Section 8.03 Existence; Conduct of Business 73 Section 8.04 Payment of Obligations 73 Section 8.05 Performance of Obligations under Loan Documents 73 Section 8.06 Operation and Maintenance of Properties; Subordination of Affiliated Operators’ Liens 73 Section 8.07 Insurance 74 Section 8.08 Books and Records; Inspection Rights 75 Section 8.09 Compliance with Laws 75 Section 8.10 Environmental Matters 75 Section 8.11 Further Assurances 76 Section 8.12 Reserve Reports 76 Section 8.13 Title Information 77 Section 8.14 Collateral and Guarantors 78 Section 8.15 ERISA Compliance 79 Section 8.16 Marketing Activities 80 Section 8.17 Unrestricted Subsidiaries 80 Section 8.18 Commodity Exchange Act Keepwell Provisions 80 Section 9.01 Financial Covenants 81 Section 9.02 Debt 81 Section 9.03 Liens 83 Section 9.04 Dividends and Distributions and Payments in Respect of Permitted Unsecured Notes 83 Section 9.05 Investments, Loans and Advances 84 Section 9.06 Designation and Conversion of Restricted and Unrestricted Subsidiaries 85 Section 9.07 Nature of Business 86 Section 9.08 Proceeds of Notes 86 Section 9.09 ERISA 86 Section 9.10 Mergers, etc 87 Section 9.11 Sale of Properties and Termination of Swap Agreements 87 Section 9.12 Transactions with Affiliates 88 Section 9.13 Subsidiaries 88 Section 9.14 Negative Pledge Agreements; Dividend and Other Restrictions 89 Section 9.15 Gas Imbalances, Take-or-Pay or Other Prepayments 89 Section 9.16 Swap Agreements 89 Section 9.17 Non-Qualified ECP Guarantors 91 Section 9.18 Amendments to Permitted Unsecured Notes Documents 91 Section 9.19 Fiscal Year 92 Section 10.01 Events of Default 92 Section 10.02 Remedies 94 Section 11.01 Appointment; Powers 95 Section 11.02 Duties and Obligations of Administrative Agent 95 Section 11.03 Action by Administrative Agent 96 Section 11.04 Reliance by Administrative Agent 97 Section 11.05 Subagents 97 Section 11.06 Resignation or Removal of Administrative Agent 97 Section 11.07 Agents as Lenders 98 Section 11.08 No Reliance 98 Section 11.09 Administrative Agent May File Proofs of Claim 98 Section 11.10 Authority of Administrative Agent to Release Collateral, Liens and Guarantors; Assignment of Swap Agreements 99 Section 11.11 The Arranger; Agents 100 Section 12.01 Notices 100 Section 12.02 Waivers; Amendments 101 Section 12.03 Expenses, Indemnity; Damage Waiver 102 Section 12.04 Successors and Assigns 105 Section 12.05 Survival; Revival; Reinstatement 109 Section 12.06 Counterparts; Integration; Effectiveness 109 Section 12.07 Severability 110 Section 12.08 Right of Setoff 110 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 110 Section 12.10 Headings 111 Section 12.11 Confidentiality 111 Section 12.12 Interest Rate Limitation 112 Section 12.13 EXCULPATION PROVISIONS 113 Section 12.14 Collateral Matters; Swap Agreements 113 Section 12.15 No Third Party Beneficiaries 114 Section 12.16 USA Patriot Act Notice 114 Section 12.17 No Advisory or Fiduciary Responsibility 114 Section 12.18 Amendment and Restatement 115 Section 12.19 True-up Loans 115 Annex I List of Maximum Credit Amounts and Elected Commitments Annex II Existing Letters of Credit Exhibit A Form of Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E Security Instruments as of the Effective Date Exhibit F Form of Guaranty and Pledge Agreement Exhibit G Form of Assignment and Assumption Exhibit H-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit H-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit I Form of Elected Commitment Increase Certificate Exhibit J Form of Additional Lender Certificate Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries and Unrestricted Subsidiaries Schedule 7.18 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.05 Existing Investments THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 7, 2014, is among: APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and KEYBANK NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).Solvency 53
Appears in 1 contract
Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 49 34 Section 4.02 Presumption of Payment by the Borrower 50 35 Section 4.03 Certain Deductions by the Administrative Agent 50 36 Section 4.04 Disposition of Proceeds 50 36 Section 5.01 Increased Costs 51 36 Section 5.02 Break Funding Payments 52 37 Section 5.03 Taxes 52 37 Section 5.04 Mitigation Obligations; Designation of Different Lending Office 40 Section 5.05 Replacement of Lenders 56 40 Section 5.05 5.06 Illegality 57 40 Section 6.01 Effective Date 57 41 Section 6.02 Each Credit Event 60 Additional Conditions 43 Section 7.01 Organization; Powers 61 44 Section 7.02 Authority; Enforceability 61 44 Section 7.03 Approvals; No Conflicts 61 44 Section 7.04 Financial Condition; No Material Adverse Change 62 45 Section 7.05 Litigation 62 45 Section 7.06 Environmental Matters 62 45 Section 7.07 Compliance with the Laws and Agreements; No Defaults 64 46 Section 7.08 Investment Company Act 64 47 Section 7.09 Taxes 64 No Margin Stock Activities 47 Section 7.10 ERISA 65 Taxes 47 Section 7.11 ERISA 47 Section 7.12 Disclosure; No Material Misstatements 65 Section 7.12 Insurance 66 48 Section 7.13 Insurance 48 Section 7.14 Restriction on Liens 66 Section 7.14 Subsidiaries 66 49 Section 7.15 Entity Information 66 Subsidiaries 49 Section 7.16 Location of Business and Offices 49 Section 7.17 Properties; Titles, Etc 67 etc. 49 Section 7.17 7.18 Maintenance of Properties 68 50 Section 7.18 7.19 Gas Imbalances 51 Section 7.20 Marketing of Production 51 Section 7.21 Swap Agreements and Qualified ECP Guarantor 68 51 Section 7.19 Use of Loans and Letters of Credit 68 7.22 Solvency 51 Section 7.20 Solvency 69 Section 7.21 7.23 Foreign Corrupt Practices 69 51 Section 7.22 7.24 OFAC 69 Section 8.01 Financial Statements; Other Information 70 Section 8.02 Notices of Material Events 72 Section 8.03 Existence; Conduct of Business 73 Section 8.04 Payment of Obligations 73 Section 8.05 Performance of Obligations under Loan Documents 73 Section 8.06 Operation and Maintenance of Properties; Subordination of Affiliated Operators’ Liens 73 Section 8.07 Insurance 74 Section 8.08 Books and Records; Inspection Rights 75 Section 8.09 Compliance with Laws 75 Section 8.10 Environmental Matters 75 Section 8.11 Further Assurances 76 Section 8.12 Reserve Reports 76 Section 8.13 Title Information 77 Section 8.14 Collateral and Guarantors 78 Section 8.15 ERISA Compliance 79 Section 8.16 Marketing Activities 80 Section 8.17 Unrestricted Subsidiaries 80 Section 8.18 Commodity Exchange Act Keepwell Provisions 80 Section 9.01 Financial Covenants 81 Section 9.02 Debt 81 Section 9.03 Liens 83 Section 9.04 Dividends and Distributions and Payments in Respect of Permitted Unsecured Notes 83 Section 9.05 Investments, Loans and Advances 84 Section 9.06 Designation and Conversion of Restricted and Unrestricted Subsidiaries 85 Section 9.07 Nature of Business 86 Section 9.08 Proceeds of Notes 86 Section 9.09 ERISA 86 Section 9.10 Mergers, etc 87 Section 9.11 Sale of Properties and Termination of Swap Agreements 87 Section 9.12 Transactions with Affiliates 88 Section 9.13 Subsidiaries 88 Section 9.14 Negative Pledge Agreements; Dividend and Other Restrictions 89 Section 9.15 Gas Imbalances, Take-or-Pay or Other Prepayments 89 Section 9.16 Swap Agreements 89 Section 9.17 Non-Qualified ECP Guarantors 91 Section 9.18 Amendments to Permitted Unsecured Notes Documents 91 Section 9.19 Fiscal Year 92 Section 10.01 Events of Default 92 Section 10.02 Remedies 94 Section 11.01 Appointment; Powers 95 Section 11.02 Duties and Obligations of Administrative Agent 95 Section 11.03 Action by Administrative Agent 96 Section 11.04 Reliance by Administrative Agent 97 Section 11.05 Subagents 97 Section 11.06 Resignation or Removal of Administrative Agent 97 Section 11.07 Agents as Lenders 98 Section 11.08 No Reliance 98 Section 11.09 Administrative Agent May File Proofs of Claim 98 Section 11.10 Authority of Administrative Agent to Release Collateral, Liens and Guarantors; Assignment of Swap Agreements 99 Section 11.11 The Arranger; Agents 100 Section 12.01 Notices 100 Section 12.02 Waivers; Amendments 101 Section 12.03 Expenses, Indemnity; Damage Waiver 102 Section 12.04 Successors and Assigns 105 Section 12.05 Survival; Revival; Reinstatement 109 Section 12.06 Counterparts; Integration; Effectiveness 109 Section 12.07 Severability 110 Section 12.08 Right of Setoff 110 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 110 Section 12.10 Headings 111 Section 12.11 Confidentiality 111 Section 12.12 Interest Rate Limitation 112 Section 12.13 EXCULPATION PROVISIONS 113 Section 12.14 Collateral Matters; Swap Agreements 113 Section 12.15 No Third Party Beneficiaries 114 Section 12.16 USA Patriot Act Notice 114 Section 12.17 No Advisory or Fiduciary Responsibility 114 Section 12.18 Amendment and Restatement 115 Section 12.19 True-up Loans 115 Annex I List of Maximum Credit Amounts and Elected Commitments Annex II Existing Letters of Credit Exhibit A Form of Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E Security Instruments as of the Effective Date Exhibit F Form of Guaranty and Pledge Agreement Exhibit G Form of Assignment and Assumption Exhibit H-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit H-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit I Form of Elected Commitment Increase Certificate Exhibit J Form of Additional Lender Certificate Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries and Unrestricted Subsidiaries Schedule 7.18 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.05 Existing Investments THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 7, 2014, is among: APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and KEYBANK NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).52
Appears in 1 contract
Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 49 54 Section 4.02 Presumption of Payment by the Borrower 50 55 Section 4.03 Certain Deductions by the Administrative Agent 50 56 Section 4.04 Disposition of Proceeds 50 56 Section 5.01 Increased Costs 51 56 Section 5.02 Break Funding Payments 52 57 Section 5.03 Taxes 52 58 Section 5.04 Mitigation Obligations; Replacement of Lenders 56 61 Section 5.05 Illegality 57 62 Section 5.06 Availability of LIBOR Market Index Loans 62 Section 6.01 Effective Date 57 63 Section 6.02 Each Credit Event 60 67 Section 7.01 Organization; Powers 61 68 Section 7.02 Authority; Enforceability 61 68 Section 7.03 Approvals; No Conflicts 61 68 Section 7.04 Financial Condition; No Material Adverse Change 62 69 Section 7.05 Litigation 62 69 Section 7.06 Environmental Matters 62 69 Section 7.07 Compliance with the Laws and Agreements; No Defaults 64 or Borrowing Base Deficiency 71 Section 7.08 Investment Company Act 64 71 Section 7.09 Taxes 64 71 Section 7.10 ERISA 65 71 Section 7.11 Disclosure; No Material Misstatements 65 72 Section 7.12 Insurance 66 72 Section 7.13 Restriction on Liens 66 73 Section 7.14 Subsidiaries 66 73 Section 7.15 Entity Information 66 Location of Business and Offices 73 Section 7.16 Properties; Titles, Etc 67 Etc. 73 Section 7.17 Maintenance of Properties 68 74 Section 7.18 Gas Imbalances, Prepayments 75 Section 7.19 Marketing of Production 75 Section 7.20 Swap Agreements and Qualified ECP Guarantor 68 75 Section 7.19 7.21 Use of Loans and Letters of Credit 68 75 Section 7.20 7.22 Solvency 69 76 Section 7.21 7.23 Foreign Corrupt Practices 69 76 Section 7.22 7.24 OFAC 69 76 Section 8.01 Financial Statements; Other Information 70 77 Section 8.02 Notices of Material Events 72 80 Section 8.03 Existence; Conduct of Business 73 80 Section 8.04 Payment of Obligations 73 81 Section 8.05 Performance of Obligations under Loan Documents 73 81 Section 8.06 Operation and Maintenance of Properties; Subordination of Affiliated Operators’ Liens 73 Properties 81 Section 8.07 Insurance 74 82 Section 8.08 Books and Records; Inspection Rights 75 82 Section 8.09 Compliance with Laws 75 82 Section 8.10 Environmental Matters 75 82 Section 8.11 Further Assurances 76 83 Section 8.12 Reserve Reports 76 84 Section 8.13 Title Information 77 85 Section 8.14 Collateral and Additional Collateral; Additional Guarantors 78 86 Section 8.15 ERISA Compliance 79 87 Section 8.16 Marketing Activities 80 Commodity Price Risk Management Policy 88 Section 8.17 Unrestricted Subsidiaries 80 88 Section 8.18 Post-Closing Covenant 88 Section 8.19 Commodity Exchange Act Keepwell Provisions 80 88 Section 9.01 Financial Covenants 81 89 Section 9.02 Debt 81 89 Section 9.03 Liens 83 90 Section 9.04 Dividends and Distributions and Payments in Respect Distributions; Repayment of Permitted Unsecured Notes 83 Certain Debt; Amendments to Certain Debt Documents 91 Section 9.05 Investments, Investments and Loans and Advances 84 92 Section 9.06 Designation and Conversion Nature of Restricted and Unrestricted Subsidiaries 85 Business; No International Operations 93 Section 9.07 Nature of Business 86 Limitation on Leases 93 Section 9.08 Proceeds of Notes 86 93 Section 9.09 ERISA 86 Compliance 94 Section 9.10 Sale or Discount of Receivables 95 Section 9.11 Mergers, etc 87 Etc. 95 Section 9.11 9.12 Sale of Properties and Termination of Swap Agreements 87 95 Section 9.12 9.13 Environmental Matters 96 Section 9.14 Transactions with Affiliates 88 96 Section 9.13 9.15 Subsidiaries 88 97 Section 9.14 9.16 Negative Pledge Agreements; Dividend and Other Restrictions 89 97 Section 9.15 9.17 Gas Imbalances, Take-or-Pay or Other Prepayments 89 97 Section 9.16 9.18 Swap Agreements 89 97 Section 9.17 Non-Qualified ECP Guarantors 91 Section 9.18 9.19 Amendments to Permitted Unsecured Notes Certain Documents 91 Section 9.19 Fiscal Year 92 Section 10.01 Events of Default 92 Section 10.02 Remedies 94 Section 11.01 Appointment; Powers 95 Section 11.02 Duties and Obligations of Administrative Agent 95 Section 11.03 Action by Administrative Agent 96 Section 11.04 Reliance by Administrative Agent 97 Section 11.05 Subagents 97 Section 11.06 Resignation or Removal of Administrative Agent 97 Section 11.07 Agents as Lenders 98 Section 11.08 No Reliance 98 Section 11.09 Administrative Agent May File Proofs of Claim 98 Section 11.10 Authority of Administrative Agent to Release Collateral, Liens and Guarantors; Assignment of Swap Agreements 99 Section 11.11 The Arranger; Agents 100 9.20 Marketing Activities 99 Section 12.01 Notices 100 Section 12.02 Waivers; Amendments 101 Section 12.03 Expenses, Indemnity; Damage Waiver 102 Section 12.04 Successors 9.21 Sale and Assigns 105 Section 12.05 Survival; Revival; Reinstatement 109 Section 12.06 Counterparts; Integration; Effectiveness 109 Section 12.07 Severability 110 Section 12.08 Right of Setoff 110 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 110 Section 12.10 Headings 111 Section 12.11 Confidentiality 111 Section 12.12 Interest Rate Limitation 112 Section 12.13 EXCULPATION PROVISIONS 113 Section 12.14 Collateral Matters; Swap Agreements 113 Section 12.15 No Third Party Beneficiaries 114 Section 12.16 USA Patriot Act Notice 114 Section 12.17 No Advisory or Fiduciary Responsibility 114 Section 12.18 Amendment and Restatement 115 Section 12.19 True-up Loans 115 Annex I List of Maximum Credit Amounts and Elected Commitments Annex II Existing Letters of Credit Exhibit A Form of Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E Security Instruments as of the Effective Date Exhibit F Form of Guaranty and Pledge Agreement Exhibit G Form of Assignment and Assumption Exhibit H-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit H-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit I Form of Elected Commitment Increase Certificate Exhibit J Form of Additional Lender Certificate Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries and Unrestricted Subsidiaries Schedule 7.18 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.05 Existing Investments THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 7, 2014, is among: APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and KEYBANK NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).Leaseback 99
Appears in 1 contract
Samples: Credit Agreement (Memorial Resource Development Corp.)
Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 49 67 Section 4.02 Presumption of Payment by the Borrower 50 Section 4.03 Certain Deductions by the Administrative Agent 50 Agent; Defaulting Lender 68 Section 4.04 4.03 Disposition of Proceeds 50 69 Section 5.01 Increased Costs 51 70 Section 5.02 Break Funding Payments 52 Reimbursement of Prepayment Costs 71 Section 5.03 Taxes 52 72 Section 5.04 Mitigation Obligations; Designation of Different Lending Office 75 Section 5.05 Replacement of Lenders 56 76 Section 5.05 Illegality 57 5.06 Circumstances Affecting LIBO Rate Availability 77 Section 5.07 Laws Affecting LIBO Rate Availability 77 Section 5.08 Eurodollar Lending Office 78 Section 5.09 Right of Lenders to Fund through Branches and Affiliates 78 Section 6.01 Effective Date 57 Effectiveness 78 Section 6.02 Each Credit Event 60 81 Section 6.03 Additional Conditions to Credit Events 82 Section 7.01 Organization; Powers 61 82 Section 7.02 Authority; Enforceability 61 83 Section 7.03 Approvals; No Conflicts 61 83 Section 7.04 Financial Condition; No Material Adverse Change 62 83 Section 7.05 Litigation 62 84 Section 7.06 Environmental Matters 62 84 Section 7.07 Compliance with the Laws and Agreements; No Defaults 64 85 Section 7.08 Investment Company Act 64 85 Section 7.09 Taxes 64 85 Section 7.10 ERISA 65 86 Section 7.11 Disclosure; No Material Misstatements 65 Misstatements; Beneficial Ownership 86 Section 7.12 Insurance 66 87 Section 7.13 Restriction on Liens 66 87 Section 7.14 Subsidiaries 66 87 Section 7.15 Entity Information 66 [Reserved] 87 Section 7.16 Properties; Titles, Etc 67 87 Section 7.17 Maintenance of Properties 68 88 Section 7.18 Gas Imbalances, Prepayments 88 Section 7.19 Marketing of Production 88 Section 7.20 Swap Agreements and Qualified ECP Guarantor 68 88 Section 7.19 7.21 Use of Loans and Letters of Credit 68 Section 7.20 Solvency 69 Section 7.21 Foreign Corrupt Practices 69 89 Section 7.22 OFAC 69 Solvency 89 Section 7.23 Anti-Corruption Laws and Sanctions 89 Section 7.24 EEA Financial Institutions 89 Section 7.25 Security Instruments 89 Section 8.01 Financial Statements; Other Information 70 90 Section 8.02 Notices of Material Events 72 92 Section 8.03 Existence; Conduct of Business 73 92 Section 8.04 Payment of Obligations 73 92 Section 8.05 Performance of Obligations under Loan Documents 73 [Reserved] 93 Section 8.06 Operation and Maintenance of Properties; Subordination of Affiliated Operators’ Liens 73 Properties 93 Section 8.07 Insurance 74 93 Section 8.08 Books and Records; Inspection Rights 75 94 Section 8.09 Compliance with Laws 75 94 Section 8.10 Environmental Matters 75 94 Section 8.11 Further Assurances 76 95 Section 8.12 Reserve Reports 76 95 Section 8.13 Title Information 77 96 Section 8.14 Collateral and Agreement to Pledge; Additional Guarantors 78 97 Section 8.15 ERISA Compliance 79 98 Section 8.16 Marketing Activities 80 98 Section 8.17 Unrestricted Subsidiaries 80 98 Section 8.18 Commodity Exchange Act Keepwell Provisions 80 Account Control Agreements 99 Section 8.19 [Reserved] 99 Section 8.20 Minimum Hedged Volume 99 Section 8.21 Consolidated Cash Balance 100 Section 9.01 Financial Covenants 81 100 Section 9.02 Debt 81 101 Section 9.03 Liens 83 102 Section 9.04 Dividends and Distributions and Restricted Payments in Respect of Permitted Unsecured Notes 83 103 Section 9.05 Investments, Loans and Advances 84 104 Section 9.06 Designation and Conversion Nature of Restricted and Unrestricted Subsidiaries 85 Business; Organizational Changes 105 Section 9.07 Nature Proceeds of Business 86 Loans 105 Section 9.08 Proceeds of Notes 86 ERISA Compliance 106 Section 9.09 ERISA 86 Sale or Discount of Receivables 106 Section 9.10 Mergers, etc 87 Etc 106 Section 9.11 Sale of Properties and Termination of Swap Agreements 87 107 Section 9.12 Transactions with Affiliates 88 108 Section 9.13 Subsidiaries 88 [Reserved] 109 Section 9.14 Negative Pledge Agreements; Dividend and Other Restrictions 89 109 Section 9.15 Gas Imbalances, Take-or-Pay or Other Prepayments 89 Imbalances 109 Section 9.16 Swap Agreements 89 109 Section 9.17 Non-Qualified ECP Guarantors 91 Designation and Conversion of Subsidiaries and Unrestricted Subsidiaries; Debt of Unrestricted Subsidiaries 110 Section 9.18 Amendments to Permitted Unsecured Notes Documents 91 Junior Debt 111 Section 9.19 Use of Proceeds and Letters of Credit 111 Section 9.20 Changes in Fiscal Year 92 Periods; Accounting Change 112 Section 10.01 Events of Default 92 112 Section 10.02 Remedies 94 114 Section 11.01 Appointment; Powers 95 Section 11.02 Duties and Obligations Appointment of Administrative Agent 95 115 Section 11.02 [Reserved] 115 Section 11.03 Action by Scope of Administrative Agent’s Duties 115 Section 11.04 Successor Administrative Agent 96 Section 11.04 Reliance by Administrative Agent 97 116 Section 11.05 Subagents 97 Credit Decisions 117 Section 11.06 Resignation or Removal of Administrative Agent 97 Section 11.07 Agents as Lenders 98 Section 11.08 No Reliance 98 Section 11.09 Administrative Agent May File Proofs of Claim 98 Section 11.10 Authority of Administrative Agent to Release Collateral, Liens and GuarantorsEnforce This Agreement 117 Section 11.07 Indemnification of Administrative Agent 117 Section 11.08 Knowledge of Default 118 Section 11.09 Administrative Agent’s Authorization; Assignment of Swap Agreements 99 Action by Lenders 118 Section 11.10 Enforcement Actions by Administrative Agent 118 Section 11.11 The Arranger; Collateral Matters 118 Section 11.12 Agents 100 in their Individual Capacities 119 Section 12.01 Notices 100 Section 12.02 Waivers; Amendments 101 Section 12.03 Expenses, Indemnity; Damage Waiver 102 Section 12.04 Successors and Assigns 105 Section 12.05 Survival; Revival; Reinstatement 109 Section 12.06 Counterparts; Integration; Effectiveness 109 Section 12.07 Severability 110 Section 12.08 Right of Setoff 110 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 110 Section 12.10 Headings 111 Section 12.11 Confidentiality 111 Section 12.12 Interest Rate Limitation 112 Section 12.13 EXCULPATION PROVISIONS 113 Section 12.14 Collateral Matters; Swap Agreements 113 Section 12.15 No Third Party Beneficiaries 114 Section 12.16 USA Patriot Act Notice 114 Section 12.17 No Advisory or Fiduciary Responsibility 114 Section 12.18 Amendment and Restatement 115 Section 12.19 True-up Loans 115 Annex I List of Maximum Credit Amounts and Elected Commitments Annex II Existing Letters of Credit Exhibit A Form of Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E Security Instruments as of the Effective Date Exhibit F Form of Guaranty and Pledge Agreement Exhibit G Form of Assignment and Assumption Exhibit H-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit H-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit I Form of Elected Commitment Increase Certificate Exhibit J Form of Additional Lender Certificate Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries and Unrestricted Subsidiaries Schedule 7.18 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.05 Existing Investments THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 7, 2014, is among: APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “11.13 Administrative Agent”); ’s Fees 119 Section 11.14 Syndication Agent, Documentation Agent or other Titles 119 Section 11.15 No Reliance on Administrative Agent’s Customer Identification Program 120 Section 11.16 Certain ERISA Matters 120 Section 11.17 Acknowledgments of Lenders and KEYBANK NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).Issuing Banks 122
Appears in 1 contract
Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 49 4550 Section 4.02 Presumption of Payment by the Borrower 50 51 Section 4.03 Certain Deductions by the Administrative Agent 50 4651 Section 4.04 Disposition Collection of Proceeds 50 of Production 4652 Section 5.01 Increased Costs 51 52 Section 5.02 Break Funding Payments 52 53 Section 5.03 Taxes 52 4853 Section 5.04 Mitigation Obligations; Designation of Different Lending Office 5157 Section 5.05 Replacement of Lenders 56 57 Section 5.05 5.06 Illegality 57 Section 6.01 Effective Date 57 Section 6.02 Each Credit Event 60 5258 Section 7.01 Organization; Powers 61 60 Section 7.02 Authority; Enforceability 61 60 Section 7.03 Approvals; No Conflicts 61 Section 7.04 Financial Condition; No Material Adverse Change 62 61 Section 7.05 Litigation 62 5661 Section 7.06 Environmental Matters 62 Section 7.07 Compliance with the Laws and Agreements; No Defaults 64 63 Section 7.08 Investment Company Act 64 63 Section 7.09 Taxes 64 63 Section 7.10 ERISA 65 63 Section 7.11 Disclosure; No Material Misstatements 65 64 Section 7.12 Insurance 66 64 Section 7.13 Restriction on Liens 66 65 Section 7.14 Subsidiaries 66 65 Section 7.15 Entity Information 66 Location of Business and Offices 65 Section 7.16 Properties; Titles, Etc 67 65 Section 7.17 Maintenance of Properties 68 66 Section 7.18 Gas Imbalances, Prepayments 66 Section 7.19 Marketing of Production 66 Section 7.20 Swap Agreements and Qualified ECP Guarantor 68 Counterparty 67 Section 7.19 7.21 Use of Loans 67 Section 7.22 Solvency 67 Section 7.23 Anti-Corruption Laws and Letters of Credit Sanctions 67 Section 7.24 EEA Financial Institutions 68 Section 7.20 Solvency 69 7.25 Senior Debt Status 68 Section 7.21 Foreign Corrupt Practices 69 Section 7.22 OFAC 69 Section 8.01 Financial Statements; Other Information 70 Section 8.02 Notices of Material Events 72 Section 8.03 Existence; Conduct of Business 73 Section 8.04 Payment of Obligations 73 Section 8.05 Performance of Obligations under Loan Documents 73 Section 8.06 Operation and Maintenance of Properties; Subordination of Affiliated Operators’ Liens 73 Section 8.07 Insurance 74 Section 8.08 Books and Records; Inspection Rights 75 Section 8.09 Compliance with Laws 75 Section 8.10 Environmental Matters 75 Section 8.11 Further Assurances 76 Section 8.12 Reserve Reports 76 Section 8.13 Title Information 77 Section 8.14 Collateral and Guarantors 78 Section 8.15 ERISA Compliance 79 Section 8.16 Marketing Activities 80 Section 8.17 Unrestricted Subsidiaries 80 Section 8.18 Commodity Exchange Act Keepwell Provisions 80 Section 9.01 Financial Covenants 81 Section 9.02 Debt 81 Section 9.03 Liens 83 Section 9.04 Dividends and Distributions and Payments in Respect of Permitted Unsecured Notes 83 Section 9.05 Investments, Loans and Advances 84 Section 9.06 Designation and Conversion of Restricted and Unrestricted Subsidiaries 85 Section 9.07 Nature of Business 86 Section 9.08 Proceeds of Notes 86 Section 9.09 ERISA 86 Section 9.10 Mergers, etc 87 Section 9.11 Sale of Properties and Termination of Swap Agreements 87 Section 9.12 Transactions with Affiliates 88 Section 9.13 Subsidiaries 88 Section 9.14 Negative Pledge Agreements; Dividend and Other Restrictions 89 Section 9.15 Gas Imbalances, Take-or-Pay or Other Prepayments 89 Section 9.16 Swap Agreements 89 Section 9.17 Non-Qualified ECP Guarantors 91 Section 9.18 Amendments to Permitted Unsecured Notes Documents 91 Section 9.19 Fiscal Year 92 Section 10.01 Events of Default 92 Section 10.02 Remedies 94 Section 11.01 Appointment; Powers 95 Section 11.02 Duties and Obligations of Administrative Agent 95 Section 11.03 Action by Administrative Agent 96 Section 11.04 Reliance by Administrative Agent 97 Section 11.05 Subagents 97 Section 11.06 Resignation or Removal of Administrative Agent 97 Section 11.07 Agents as Lenders 98 Section 11.08 No Reliance 98 Section 11.09 Administrative Agent May File Proofs of Claim 98 Section 11.10 Authority of Administrative Agent to Release Collateral, Liens and Guarantors; Assignment of Swap Agreements 99 Section 11.11 The Arranger; Agents 100 Section 12.01 Notices 100 Section 12.02 Waivers; Amendments 101 Section 12.03 Expenses, Indemnity; Damage Waiver 102 Section 12.04 Successors and Assigns 105 Section 12.05 Survival; Revival; Reinstatement 109 Section 12.06 Counterparts; Integration; Effectiveness 109 Section 12.07 Severability 110 Section 12.08 Right of Setoff 110 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 110 Section 12.10 Headings 111 Section 12.11 Confidentiality 111 Section 12.12 Interest Rate Limitation 112 Section 12.13 EXCULPATION PROVISIONS 113 Section 12.14 Collateral Matters; Swap Agreements 113 Section 12.15 No Third Party Beneficiaries 114 Section 12.16 USA Patriot Act Notice 114 Section 12.17 No Advisory or Fiduciary Responsibility 114 Section 12.18 Amendment and Restatement 115 Section 12.19 True-up Loans 115 Annex I List of Maximum Credit Amounts and Elected Commitments Annex II Existing Letters of Credit Exhibit A Form of Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E 7.26 Security Instruments as of the Effective Date Exhibit F Form of Guaranty and Pledge Agreement Exhibit G Form of Assignment and Assumption Exhibit H-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit H-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit I Form of Elected Commitment Increase Certificate Exhibit J Form of Additional Lender Certificate Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries and Unrestricted Subsidiaries Schedule 7.18 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.05 Existing Investments THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 7, 2014, is among: APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and KEYBANK NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).68 Section 7.27 PATRIOT Act 68
Appears in 1 contract
Samples: Senior Secured Term Loan Agreement (Ultra Petroleum Corp)
Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 49 58 Section 4.02 Presumption of Payment by the Borrower 50 59 Section 4.03 Certain Deductions by the Administrative Agent 50 59 Section 4.04 Disposition of Proceeds 50 60 Section 5.01 Increased Costs 51 60 Section 5.02 Break Funding Payments 52 61 Section 5.03 Taxes 52 62 Section 5.04 Mitigation Obligations; Replacement of Lenders 56 65 Section 5.05 Illegality 57 66 Section 5.06 Availability of LIBOR Market Index Loans 67 Section 6.01 Effective Date 57 67 Section 6.02 Each Credit Event 60 72 Section 7.01 Organization; Powers 61 73 Section 7.02 Authority; Enforceability 61 73 Section 7.03 Approvals; No Conflicts 61 73 Section 7.04 Financial Condition; No Material Adverse Change 62 74 Section 7.05 Litigation 62 74 Section 7.06 Environmental Matters 62 74 Section 7.07 Compliance with the Laws and Agreements; No Defaults 64 or Borrowing Base Deficiency 76 Section 7.08 Investment Company Act 64 76 Section 7.09 Taxes 64 76 Section 7.10 ERISA 65 76 Section 7.11 Disclosure; No Material Misstatements 65 77 Section 7.12 Insurance 66 77 Section 7.13 Restriction on Liens 66 78 Section 7.14 Subsidiaries 66 78 Section 7.15 Entity Information 66 Location of Business and Offices 78 Section 7.16 Properties; Titles, Etc 67 Etc. 78 Section 7.17 Maintenance of Properties 68 79 Section 7.18 Gas Imbalances, Prepayments 80 Section 7.19 Marketing of Production 80 Section 7.20 Swap Agreements and Qualified ECP Guarantor 68 80 Section 7.19 7.21 Use of Loans and Letters of Credit 68 Section 7.20 Solvency 69 Section 7.21 Foreign Corrupt Practices 69 80 Section 7.22 OFAC 69 Section 8.01 Financial Statements; Other Information 70 Section 8.02 Notices of Material Events 72 Section 8.03 Existence; Conduct of Business 73 Section 8.04 Payment of Obligations 73 Section 8.05 Performance of Obligations under Loan Documents 73 Section 8.06 Operation and Maintenance of Properties; Subordination of Affiliated Operators’ Liens 73 Section 8.07 Insurance 74 Section 8.08 Books and Records; Inspection Rights 75 Section 8.09 Compliance with Laws 75 Section 8.10 Environmental Matters 75 Section 8.11 Further Assurances 76 Section 8.12 Reserve Reports 76 Section 8.13 Title Information 77 Section 8.14 Collateral and Guarantors 78 Section 8.15 ERISA Compliance 79 Section 8.16 Marketing Activities 80 Section 8.17 Unrestricted Subsidiaries 80 Section 8.18 Commodity Exchange Act Keepwell Provisions 80 Section 9.01 Financial Covenants Solvency 81 Section 9.02 Debt 7.23 Anti-Corruption Laws 81 Section 9.03 Liens 83 7.24 OFAC 81 Section 9.04 Dividends and Distributions and Payments in Respect of Permitted Unsecured Notes 83 7.25 No EEA Financial Institution 81 Section 9.05 Investments, Loans and Advances 84 Section 9.06 Designation and Conversion of Restricted and Unrestricted Subsidiaries 85 Section 9.07 Nature of Business 86 Section 9.08 Proceeds of Notes 86 Section 9.09 ERISA 86 Section 9.10 Mergers, etc 87 Section 9.11 Sale of Properties and Termination of Swap 7.26 Corporate Reorganization Agreements 87 Section 9.12 Transactions with Affiliates 88 Section 9.13 Subsidiaries 88 Section 9.14 Negative Pledge Agreements; Dividend and Other Restrictions 89 Section 9.15 Gas Imbalances, Take-or-Pay or Other Prepayments 89 Section 9.16 Swap Agreements 89 Section 9.17 Non-Qualified ECP Guarantors 91 Section 9.18 Amendments to Permitted Unsecured Notes Documents 91 Section 9.19 Fiscal Year 92 Section 10.01 Events of Default 92 Section 10.02 Remedies 94 Section 11.01 Appointment; Powers 95 Section 11.02 Duties and Obligations of Administrative Agent 95 Section 11.03 Action by Administrative Agent 96 Section 11.04 Reliance by Administrative Agent 97 Section 11.05 Subagents 97 Section 11.06 Resignation or Removal of Administrative Agent 97 Section 11.07 Agents as Lenders 98 Section 11.08 No Reliance 98 Section 11.09 Administrative Agent May File Proofs of Claim 98 Section 11.10 Authority of Administrative Agent to Release Collateral, Liens and Guarantors; Assignment of Swap Agreements 99 Section 11.11 The Arranger; Agents 100 Section 12.01 Notices 100 Section 12.02 Waivers; Amendments 101 Section 12.03 Expenses, Indemnity; Damage Waiver 102 Section 12.04 Successors and Assigns 105 Section 12.05 Survival; Revival; Reinstatement 109 Section 12.06 Counterparts; Integration; Effectiveness 109 Section 12.07 Severability 110 Section 12.08 Right of Setoff 110 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 110 Section 12.10 Headings 111 Section 12.11 Confidentiality 111 Section 12.12 Interest Rate Limitation 112 Section 12.13 EXCULPATION PROVISIONS 113 Section 12.14 Collateral Matters; Swap Agreements 113 Section 12.15 No Third Party Beneficiaries 114 Section 12.16 USA Patriot Act Notice 114 Section 12.17 No Advisory or Fiduciary Responsibility 114 Section 12.18 Amendment and Restatement 115 Section 12.19 True-up Loans 115 Annex I List of Maximum Credit Amounts and Elected Commitments Annex II Existing Letters of Credit Exhibit A Form of Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E Security Instruments as of the Effective Date Exhibit F Form of Guaranty and Pledge Agreement Exhibit G Form of Assignment and Assumption Exhibit H-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit H-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit I Form of Elected Commitment Increase Certificate Exhibit J Form of Additional Lender Certificate Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries and Unrestricted Subsidiaries Schedule 7.18 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.05 Existing Investments THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 7, 2014, is among: APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and KEYBANK NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).81
Appears in 1 contract
Samples: Credit Agreement (WildHorse Resource Development Corp)
Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 49 59 Section 4.02 Presumption of Payment by the Borrower 50 Section 4.03 Certain Deductions by the Administrative Agent 50 Agent; Defaulting Lender 60 Section 4.04 4.03 Disposition of Proceeds 50 61 Section 5.01 Increased Costs 51 62 Section 5.02 Break Funding Payments 52 63 Section 5.03 Taxes 52 63 Section 5.04 Mitigation Obligations; Designation of Different Lending Office 66 Section 5.05 Replacement of Lenders 56 66 Section 5.05 Illegality 57 5.06 Alternate Rate of Interest 67 Section 6.01 Effective Date 57 Effectiveness 69 Section 6.02 Each Credit Event 60 71 Section 6.03 Additional Conditions to Credit Events 72 Section 7.01 Organization; Powers 61 72 Section 7.02 Authority; Enforceability 61 72 Section 7.03 Approvals; No Conflicts 61 72 Section 7.04 Financial Condition; No Material Adverse Change 62 73 Section 7.05 Litigation 62 73 Section 7.06 Environmental Matters 62 73 Section 7.07 Compliance with the Laws and Agreements; No Defaults 64 74 Section 7.08 Investment Company Act 64 74 Section 7.09 Taxes 64 74 Section 7.10 ERISA 65 75 Section 7.11 Disclosure; No Material Misstatements 65 Misstatements; Beneficial Ownership 75 Section 7.12 Insurance 66 75 Section 7.13 Restriction on Liens 66 76 Section 7.14 Subsidiaries 66 76 Section 7.15 Entity Information 66 [Reserved] 76 Section 7.16 Properties; Titles, Etc 67 76 Section 7.17 Maintenance of Properties 68 77 Section 7.18 Gas Imbalances, Prepayments 77 Section 7.19 Marketing of Production 77 Section 7.20 Swap Agreements and Qualified ECP Guarantor 68 77 Section 7.19 7.21 Use of Loans and Letters of Credit 68 Section 7.20 Solvency 69 Section 7.21 Foreign Corrupt Practices 69 77 Section 7.22 OFAC 69 Solvency 77 Section 7.23 Anti-Corruption Laws and Sanctions 78 Section 7.24 Affected Financial Institutions 78 Section 7.25 Security Instruments 78 Section 8.01 Financial Statements; Other Information 70 78 Section 8.02 Notices of Material Events 72 80 Section 8.03 Existence; Conduct of Business 73 80 Section 8.04 Payment of Obligations 73 80 Section 8.05 Performance of Obligations under Loan Documents 73 [Reserved] 81 Section 8.06 Operation and Maintenance of Properties; Subordination of Affiliated Operators’ Liens 73 Properties 81 Section 8.07 Insurance 74 81 Section 8.08 Books and Records; Inspection Rights 75 81 Section 8.09 Compliance with Laws 75 82 Section 8.10 Environmental Matters 75 82 Section 8.11 Further Assurances 76 82 Section 8.12 Reserve Reports 76 83 Section 8.13 Title Information 77 83 Section 8.14 Collateral and Agreement to Pledge; Additional Guarantors 78 84 Section 8.15 ERISA Compliance 79 85 Section 8.16 Marketing Activities 80 85 Section 8.17 Unrestricted Subsidiaries 80 85 Section 8.18 Commodity Exchange Act Keepwell Provisions 80 Account Control Agreements 86 Section 8.19 Consolidated Cash Balance 86 Section 8.20 Post-Closing Covenants 87 Section 9.01 Financial Covenants 81 87 Section 9.02 Debt 81 87 Section 9.03 Liens 83 89 Section 9.04 Dividends and Distributions and Restricted Payments in Respect of Permitted Unsecured Notes 83 90 Section 9.05 Investments, Loans and Advances 84 91 Section 9.06 Designation and Conversion Nature of Restricted and Unrestricted Subsidiaries 85 Business; Organizational Changes 92 Section 9.07 Nature Proceeds of Business 86 Loans 92 Section 9.08 Proceeds of Notes 86 ERISA Compliance 93 Section 9.09 ERISA 86 Sale or Discount of Receivables 93 Section 9.10 Mergers, etc 87 Etc 93 Section 9.11 Sale of Properties and Termination of Swap Agreements 87 93 Section 9.12 Transactions with Affiliates 88 95 Section 9.13 Subsidiaries 88 Section 9.14 Negative Pledge Agreements; Dividend and Other Restrictions 89 95 Section 9.14 Gas Imbalances 96 Section 9.15 Gas Imbalances, Take-or-Pay or Other Prepayments 89 Swap Agreements 96 Section 9.16 Swap Agreements 89 Designation and Conversion of Subsidiaries and Unrestricted Subsidiaries; Debt of Unrestricted Subsidiaries 96 Section 9.17 Non-Qualified ECP Guarantors 91 Junior Debt 97 Section 9.18 Amendments to Permitted Unsecured Notes Documents 91 Use of Proceeds and Letters of Credit 97 Section 9.19 Changes in Fiscal Year 92 Periods; Accounting Change. 97 Section 10.01 Events of Default 92 98 Section 10.02 Remedies 94 99 Section 11.01 Appointment; Powers 95 Section 11.02 Duties and Obligations Appointment of Administrative Agent 95 Section 11.03 Action by Administrative Agent 96 Section 11.04 Reliance by Administrative Agent 97 Section 11.05 Subagents 97 Section 11.06 Resignation or Removal of Administrative Agent 97 Section 11.07 Agents as Lenders 98 Section 11.08 No Reliance 98 Section 11.09 Administrative Agent May File Proofs of Claim 98 Section 11.10 Authority of Administrative Agent to Release Collateral, Liens and Guarantors; Assignment of Swap Agreements 99 Section 11.11 The Arranger; Agents 100 Section 12.01 Notices 100 Section 12.02 Waivers; Amendments 101 Section 12.03 Expenses, Indemnity; Damage Waiver 102 Section 12.04 Successors and Assigns 105 Section 12.05 Survival; Revival; Reinstatement 109 Section 12.06 Counterparts; Integration; Effectiveness 109 Section 12.07 Severability 110 Section 12.08 Right of Setoff 110 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 110 Section 12.10 Headings 111 Section 12.11 Confidentiality 111 Section 12.12 Interest Rate Limitation 112 Section 12.13 EXCULPATION PROVISIONS 113 Section 12.14 Collateral Matters; Swap Agreements 113 Section 12.15 No Third Party Beneficiaries 114 Section 12.16 USA Patriot Act Notice 114 Section 12.17 No Advisory or Fiduciary Responsibility 114 Section 12.18 Amendment and Restatement 115 Section 12.19 True-up Loans 115 Annex I List of Maximum Credit Amounts and Elected Commitments Annex II Existing Letters of Credit Exhibit A Form of Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E Security Instruments as of the Effective Date Exhibit F Form of Guaranty and Pledge Agreement Exhibit G Form of Assignment and Assumption Exhibit H-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit H-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit I Form of Elected Commitment Increase Certificate Exhibit J Form of Additional Lender Certificate Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries and Unrestricted Subsidiaries Schedule 7.18 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.05 Existing Investments THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 7, 2014, is among: APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and KEYBANK NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).100
Appears in 1 contract
Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 49 58 Section 4.02 Presumption of Payment by the Borrower 50 59 Section 4.03 Certain Deductions by the Administrative Agent 50 59 Section 4.04 Disposition of Proceeds 50 60 Section 5.01 Increased Costs 51 60 Section 5.02 Break Funding Payments 52 61 Section 5.03 Taxes 52 62 Section 5.04 Mitigation Obligations; Replacement of Lenders 56 65 Section 5.05 Illegality 57 66 Section 5.06 Availability of LIBOR Market Index Loans 66 Section 6.01 Effective Date 57 67 Section 6.02 Each Credit Event 60 71 Section 7.01 Organization; Powers 61 72 Section 7.02 Authority; Enforceability 61 72 Section 7.03 Approvals; No Conflicts 61 72 Section 7.04 Financial Condition; No Material Adverse Change 62 73 Section 7.05 Litigation 62 73 Section 7.06 Environmental Matters 62 74 Section 7.07 Compliance with the Laws and Agreements; No Defaults 64 or Borrowing Base Deficiency 75 Section 7.08 Investment Company Act 64 75 Section 7.09 Taxes 64 75 Section 7.10 ERISA 65 76 Section 7.11 Disclosure; No Material Misstatements 65 76 Section 7.12 Insurance 66 77 Section 7.13 Restriction on Liens 66 77 Section 7.14 Subsidiaries 66 77 Section 7.15 Entity Information 66 Location of Business and Offices 77 Section 7.16 Properties; Titles, Etc 67 78 Section 7.17 Maintenance of Properties 68 78 Section 7.18 Gas Imbalances, Prepayments 79 Section 7.19 Marketing of Production 79 Section 7.20 Swap Agreements and Qualified ECP Guarantor 68 79 Section 7.19 7.21 Use of Loans and Letters of Credit 68 Section 7.20 Solvency 69 Section 7.21 Foreign Corrupt Practices 69 80 Section 7.22 OFAC 69 Section 8.01 Financial Statements; Other Information 70 Section 8.02 Notices of Material Events 72 Section 8.03 Existence; Conduct of Business 73 Section 8.04 Payment of Obligations 73 Section 8.05 Performance of Obligations under Loan Documents 73 Section 8.06 Operation and Maintenance of Properties; Subordination of Affiliated Operators’ Liens 73 Section 8.07 Insurance 74 Section 8.08 Books and Records; Inspection Rights 75 Section 8.09 Compliance with Laws 75 Section 8.10 Environmental Matters 75 Section 8.11 Further Assurances 76 Section 8.12 Reserve Reports 76 Section 8.13 Title Information 77 Section 8.14 Collateral and Guarantors 78 Section 8.15 ERISA Compliance 79 Section 8.16 Marketing Activities Solvency 80 Section 8.17 Unrestricted Subsidiaries 7.23 Anti-Corruption Laws 80 Section 8.18 Commodity Exchange Act Keepwell Provisions 7.24 OFAC 80 Section 9.01 7.25 No EEA Financial Covenants 81 Institution 80 Section 9.02 Debt 81 Section 9.03 Liens 83 Section 9.04 Dividends and Distributions and Payments in Respect of Permitted Unsecured Notes 83 Section 9.05 Investments, Loans and Advances 84 Section 9.06 Designation and Conversion of Restricted and Unrestricted Subsidiaries 85 Section 9.07 Nature of Business 86 Section 9.08 Proceeds of Notes 86 Section 9.09 ERISA 86 Section 9.10 Mergers, etc 87 Section 9.11 Sale of Properties and Termination of Swap 7.26 Corporate Reorganization Agreements 87 Section 9.12 Transactions with Affiliates 88 Section 9.13 Subsidiaries 88 Section 9.14 Negative Pledge Agreements; Dividend and Other Restrictions 89 Section 9.15 Gas Imbalances, Take-or-Pay or Other Prepayments 89 Section 9.16 Swap Agreements 89 Section 9.17 Non-Qualified ECP Guarantors 91 Section 9.18 Amendments to Permitted Unsecured Notes Documents 91 Section 9.19 Fiscal Year 92 Section 10.01 Events of Default 92 Section 10.02 Remedies 94 Section 11.01 Appointment; Powers 95 Section 11.02 Duties and Obligations of Administrative Agent 95 Section 11.03 Action by Administrative Agent 96 Section 11.04 Reliance by Administrative Agent 97 Section 11.05 Subagents 97 Section 11.06 Resignation or Removal of Administrative Agent 97 Section 11.07 Agents as Lenders 98 Section 11.08 No Reliance 98 Section 11.09 Administrative Agent May File Proofs of Claim 98 Section 11.10 Authority of Administrative Agent to Release Collateral, Liens and Guarantors; Assignment of Swap Agreements 99 Section 11.11 The Arranger; Agents 100 Section 12.01 Notices 100 Section 12.02 Waivers; Amendments 101 Section 12.03 Expenses, Indemnity; Damage Waiver 102 Section 12.04 Successors and Assigns 105 Section 12.05 Survival; Revival; Reinstatement 109 Section 12.06 Counterparts; Integration; Effectiveness 109 Section 12.07 Severability 110 Section 12.08 Right of Setoff 110 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 110 Section 12.10 Headings 111 Section 12.11 Confidentiality 111 Section 12.12 Interest Rate Limitation 112 Section 12.13 EXCULPATION PROVISIONS 113 Section 12.14 Collateral Matters; Swap Agreements 113 Section 12.15 No Third Party Beneficiaries 114 Section 12.16 USA Patriot Act Notice 114 Section 12.17 No Advisory or Fiduciary Responsibility 114 Section 12.18 Amendment and Restatement 115 Section 12.19 True-up Loans 115 Annex I List of Maximum Credit Amounts and Elected Commitments Annex II Existing Letters of Credit Exhibit A Form of Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E Security Instruments as of the Effective Date Exhibit F Form of Guaranty and Pledge Agreement Exhibit G Form of Assignment and Assumption Exhibit H-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit H-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit I Form of Elected Commitment Increase Certificate Exhibit J Form of Additional Lender Certificate Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries and Unrestricted Subsidiaries Schedule 7.18 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.05 Existing Investments THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 7, 2014, is among: APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and KEYBANK NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).81
Appears in 1 contract
Samples: Credit Agreement (WildHorse Resource Development Corp)
Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 49 55 Section 4.02 Presumption of Payment by the Borrower 50 56 Section 4.03 Certain Deductions by the Administrative Agent 50 56 Section 4.04 Disposition of Proceeds 50 56 Section 5.01 Increased Costs 51 57 Section 5.02 Break Funding Payments 52 58 Section 5.03 Taxes 52 59 Section 5.04 Mitigation Obligations; Replacement of Lenders 56 62 Section 5.05 Illegality 57 63 Section 5.06 Availability of LIBOR Market Index Loans 63 Section 6.01 Effective Date 57 63 Section 6.02 Each Credit Event 60 67 Section 7.01 Organization; Powers 61 68 Section 7.02 Authority; Enforceability 61 68 Section 7.03 Approvals; No Conflicts 61 69 Section 7.04 Financial Condition; No Material Adverse Change 62 69 Section 7.05 Litigation 62 70 Section 7.06 Environmental Matters 62 70 Section 7.07 Compliance with the Laws and Agreements; No Defaults 64 or Borrowing Base Deficiency 71 Section 7.08 Investment Company Act 64 71 Section 7.09 Taxes 64 71 Section 7.10 ERISA 65 72 Section 7.11 Disclosure; No Material Misstatements 65 72 Section 7.12 Insurance 66 73 Section 7.13 Restriction on Liens 66 73 Section 7.14 Subsidiaries 66 73 Section 7.15 Entity Information 66 Location of Business and Offices 73 Section 7.16 Properties; Titles, Etc 67 Etc. 74 Section 7.17 Maintenance of Properties 68 75 Section 7.18 Gas Imbalances, Prepayments 75 Section 7.19 Marketing of Production 75 Section 7.20 Swap Agreements and Qualified ECP Guarantor 68 75 Section 7.19 7.21 Use of Loans and Letters of Credit 68 76 Section 7.20 7.22 Solvency 69 76 Section 7.21 7.23 Foreign Corrupt Practices 69 Section 7.22 OFAC 69 Section 8.01 Financial Statements; Other Information 70 Section 8.02 Notices of Material Events 72 Section 8.03 Existence; Conduct of Business 73 Section 8.04 Payment of Obligations 73 Section 8.05 Performance of Obligations under Loan Documents 73 Section 8.06 Operation and Maintenance of Properties; Subordination of Affiliated Operators’ Liens 73 Section 8.07 Insurance 74 Section 8.08 Books and Records; Inspection Rights 75 Section 8.09 Compliance with Laws 75 Section 8.10 Environmental Matters 75 Section 8.11 Further Assurances 76 Section 8.12 Reserve Reports 76 Section 8.13 Title Information 77 Section 8.14 Collateral and Guarantors 78 Section 8.15 ERISA Compliance 79 Section 8.16 Marketing Activities 80 Section 8.17 Unrestricted Subsidiaries 80 Section 8.18 Commodity Exchange Act Keepwell Provisions 80 Section 9.01 Financial Covenants 81 Section 9.02 Debt 81 Section 9.03 Liens 83 Section 9.04 Dividends and Distributions and Payments in Respect of Permitted Unsecured Notes 83 Section 9.05 Investments, Loans and Advances 84 Section 9.06 Designation and Conversion of Restricted and Unrestricted Subsidiaries 85 Section 9.07 Nature of Business 86 Section 9.08 Proceeds of Notes 86 Section 9.09 ERISA 86 Section 9.10 Mergers, etc 87 Section 9.11 Sale of Properties and Termination of Swap Agreements 87 Section 9.12 Transactions with Affiliates 88 Section 9.13 Subsidiaries 88 Section 9.14 Negative Pledge Agreements; Dividend and Other Restrictions 89 Section 9.15 Gas Imbalances, Take-or-Pay or Other Prepayments 89 Section 9.16 Swap Agreements 89 Section 9.17 Non-Qualified ECP Guarantors 91 Section 9.18 Amendments to Permitted Unsecured Notes Documents 91 Section 9.19 Fiscal Year 92 Section 10.01 Events of Default 92 Section 10.02 Remedies 94 Section 11.01 Appointment; Powers 95 Section 11.02 Duties and Obligations of Administrative Agent 95 Section 11.03 Action by Administrative Agent 96 Section 11.04 Reliance by Administrative Agent 97 Section 11.05 Subagents 97 Section 11.06 Resignation or Removal of Administrative Agent 97 Section 11.07 Agents as Lenders 98 Section 11.08 No Reliance 98 Section 11.09 Administrative Agent May File Proofs of Claim 98 Section 11.10 Authority of Administrative Agent to Release Collateral, Liens and Guarantors; Assignment of Swap Agreements 99 Section 11.11 The Arranger; Agents 100 Section 12.01 Notices 100 Section 12.02 Waivers; Amendments 101 Section 12.03 Expenses, Indemnity; Damage Waiver 102 Section 12.04 Successors and Assigns 105 Section 12.05 Survival; Revival; Reinstatement 109 Section 12.06 Counterparts; Integration; Effectiveness 109 Section 12.07 Severability 110 Section 12.08 Right of Setoff 110 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 110 Section 12.10 Headings 111 Section 12.11 Confidentiality 111 Section 12.12 Interest Rate Limitation 112 Section 12.13 EXCULPATION PROVISIONS 113 Section 12.14 Collateral Matters; Swap Agreements 113 Section 12.15 No Third Party Beneficiaries 114 Section 12.16 USA Patriot Act Notice 114 Section 12.17 No Advisory or Fiduciary Responsibility 114 Section 12.18 Amendment and Restatement 115 Section 12.19 True-up Loans 115 Annex I List of Maximum Credit Amounts and Elected Commitments Annex II Existing Letters of Credit Exhibit A Form of Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E Security Instruments as of the Effective Date Exhibit F Form of Guaranty and Pledge Agreement Exhibit G Form of Assignment and Assumption Exhibit H-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit H-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit I Form of Elected Commitment Increase Certificate Exhibit J Form of Additional Lender Certificate Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries and Unrestricted Subsidiaries Schedule 7.18 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.05 Existing Investments THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 7, 2014, is among: APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and KEYBANK NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).7.24 OFAC 77
Appears in 1 contract
Samples: Credit Agreement (Memorial Resource Development Corp.)
Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 49 36 Section 4.02 Presumption of Payment by the Borrower 50 37 Section 4.03 Certain Payments and Deductions by the Administrative Agent 50 to a Defaulting Lender 37 Section 4.04 Disposition of Proceeds 50 38 Section 4.05 Defaulting Lenders 38 Section 5.01 Increased Costs 51 Costs. 39 Section 5.02 Break Funding Payments 52 40 Section 5.03 Taxes 52 41 Section 5.04 Mitigation Obligations; Replacement Designation of Lenders 56 Different Lending Office 44 Section 5.05 Illegality 57 44 Section 6.01 Effective Date 57 Section 6.02 Each Credit Event 60 45 Section 7.01 Organization; Powers 61 48 Section 7.02 Authority; Enforceability 61 49 Section 7.03 Approvals; No Conflicts 61 49 Section 7.04 Financial Condition; No Material Adverse Change 62 49 Section 7.05 Litigation 62 50 Section 7.06 Environmental Matters 62 50 Section 7.07 Compliance with the Laws and Agreements; No Defaults 64 51 Section 7.08 Investment Company Act 64 51 Section 7.09 Taxes 64 51 Section 7.10 ERISA 65 52 Section 7.11 Disclosure; No Material Misstatements 65 52 Section 7.12 Insurance 66 53 Section 7.13 Restriction on Liens 66 53 Section 7.14 Subsidiaries 66 53 Section 7.15 Entity Information 66 Location of Business and Offices 53 Section 7.16 Properties; Titles, Etc 67 54 Section 7.17 Maintenance of Properties 68 55 Section 7.18 Gas Imbalances, Prepayments 55 Section 7.19 Marketing of Production 55 Section 7.20 Swap Agreements and Qualified ECP Guarantor 68 55 Section 7.19 7.21 Use of Loans and Letters Letter of Credit 68 56 Section 7.20 7.22 Solvency 69 56 Section 7.21 7.23 Sanctions Laws and Regulations 56 Section 7.24 Foreign Corrupt Practices 69 57 Section 7.22 OFAC 69 Section 8.01 Financial Statements7.25 Money Laundering Laws; Other Information 70 Section 8.02 Notices of Material Events 72 Section 8.03 Existence; Conduct of Business 73 Section 8.04 Payment of Obligations 73 Section 8.05 Performance of Obligations under Loan Documents 73 Section 8.06 Operation and Maintenance of Properties; Subordination of Affiliated Operators’ Liens 73 Section 8.07 Insurance 74 Section 8.08 Books and Records; Inspection Rights 75 Section 8.09 Compliance with Laws 75 Section 8.10 Environmental Matters 75 Section 8.11 Further Assurances 76 Section 8.12 Reserve Reports 76 Section 8.13 Title Information 77 Section 8.14 Collateral and Guarantors 78 Section 8.15 ERISA Compliance 79 Section 8.16 Marketing Activities 80 Section 8.17 Unrestricted Subsidiaries 80 Section 8.18 Commodity Exchange Act Keepwell Provisions 80 Section 9.01 Financial Covenants 81 Section 9.02 Debt 81 Section 9.03 Liens 83 Section 9.04 Dividends and Distributions and Payments in Respect of Permitted Unsecured Notes 83 Section 9.05 Investments, Loans and Advances 84 Section 9.06 Designation and Conversion of Restricted and Unrestricted Subsidiaries 85 Section 9.07 Nature of Business 86 Section 9.08 Proceeds of Notes 86 Section 9.09 ERISA 86 Section 9.10 Mergers, etc 87 Section 9.11 Sale of Properties and Termination of Swap Agreements 87 Section 9.12 Transactions with Affiliates 88 Section 9.13 Subsidiaries 88 Section 9.14 Negative Pledge Agreements; Dividend and Other Restrictions 89 Section 9.15 Gas Imbalances, Take-or-Pay or Other Prepayments 89 Section 9.16 Swap Agreements 89 Section 9.17 Non-Qualified ECP Guarantors 91 Section 9.18 Amendments to Permitted Unsecured Notes Documents 91 Section 9.19 Fiscal Year 92 Section 10.01 Events of Default 92 Section 10.02 Remedies 94 Section 11.01 Appointment; Powers 95 Section 11.02 Duties and Obligations of Administrative Agent 95 Section 11.03 Action by Administrative Agent 96 Section 11.04 Reliance by Administrative Agent 97 Section 11.05 Subagents 97 Section 11.06 Resignation or Removal of Administrative Agent 97 Section 11.07 Agents as Lenders 98 Section 11.08 No Reliance 98 Section 11.09 Administrative Agent May File Proofs of Claim 98 Section 11.10 Authority of Administrative Agent to Release Collateral, Liens and Guarantors; Assignment of Swap Agreements 99 Section 11.11 The Arranger; Agents 100 Section 12.01 Notices 100 Section 12.02 Waivers; Amendments 101 Section 12.03 Expenses, Indemnity; Damage Waiver 102 Section 12.04 Successors and Assigns 105 Section 12.05 Survival; Revival; Reinstatement 109 Section 12.06 Counterparts; Integration; Effectiveness 109 Section 12.07 Severability 110 Section 12.08 Right of Setoff 110 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 110 Section 12.10 Headings 111 Section 12.11 Confidentiality 111 Section 12.12 Interest Rate Limitation 112 Section 12.13 EXCULPATION PROVISIONS 113 Section 12.14 Collateral Matters; Swap Agreements 113 Section 12.15 No Third Party Beneficiaries 114 Section 12.16 USA Patriot Act Notice 114 Section 12.17 No Advisory or Fiduciary Responsibility 114 Section 12.18 Amendment and Restatement 115 Section 12.19 True-up Loans 115 Annex I List of Maximum Credit Amounts and Elected Commitments Annex II Existing Letters of Credit Exhibit A Form of Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E Security Instruments as of the Effective Date Exhibit F Form of Guaranty and Pledge Agreement Exhibit G Form of Assignment and Assumption Exhibit H-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit H-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit I Form of Elected Commitment Increase Certificate Exhibit J Form of Additional Lender Certificate Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries and Unrestricted Subsidiaries Schedule 7.18 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.05 Existing Investments THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 7, 2014, is among: APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and KEYBANK NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).Embargoed Persons 57
Appears in 1 contract
Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 49 34 Section 4.02 Presumption of Payment by the Borrower 50 35 Section 4.03 Certain Deductions by the Administrative Agent 50 36 Section 4.04 Disposition of Proceeds 50 36 Section 5.01 Increased Costs 51 36 Section 5.02 Break Funding Payments 52 37 Section 5.03 Taxes 52 38 Section 5.04 Mitigation Obligations; Designation of Different Lending Office 42 Section 5.05 Replacement of Lenders 56 42 Section 5.05 5.06 Illegality 57 42 Section 6.01 Effective Date 57 43 Section 6.02 Each Credit Event 60 Additional Conditions 46 Section 7.01 Organization; Powers 61 47 Section 7.02 Authority; Enforceability 61 47 Section 7.03 Approvals; No Conflicts 61 47 Section 7.04 Financial Condition; No Material Adverse Change 62 47 Section 7.05 Litigation 62 48 Section 7.06 Environmental Matters 62 48 Section 7.07 Compliance with the Laws and Agreements; No Defaults 64 50 Section 7.08 Investment Company Act 64 50 Section 7.09 Taxes 64 No Margin Stock Activities 50 Section 7.10 ERISA 65 Taxes 50 Section 7.11 ERISA 50 Section 7.12 Disclosure; No Material Misstatements 65 Section 7.12 Insurance 66 51 Section 7.13 Insurance 52 Section 7.14 Restriction on Liens 66 Section 7.14 Subsidiaries 66 52 Section 7.15 Entity Information 66 Subsidiaries 52 Section 7.16 Location of Business and Offices 53 Section 7.17 Properties; Titles, Etc 67 etc 53 Section 7.17 7.18 Maintenance of Properties 68 55 Section 7.18 7.19 Gas Imbalances 55 Section 7.20 Marketing of Production 55 Section 7.21 Swap Agreements and Qualified ECP Guarantor 68 56 Section 7.19 Use of Loans and Letters of Credit 68 7.22 Solvency 56 Section 7.20 Solvency 69 Section 7.21 7.23 Foreign Corrupt Practices 69 56 Section 7.22 7.24 OFAC 69 Section 8.01 Financial Statements; Other Information 70 Section 8.02 Notices of Material Events 72 Section 8.03 Existence; Conduct of Business 73 Section 8.04 Payment of Obligations 73 Section 8.05 Performance of Obligations under Loan Documents 73 Section 8.06 Operation and Maintenance of Properties; Subordination of Affiliated Operators’ Liens 73 Section 8.07 Insurance 74 Section 8.08 Books and Records; Inspection Rights 75 Section 8.09 Compliance with Laws 75 Section 8.10 Environmental Matters 75 Section 8.11 Further Assurances 76 Section 8.12 Reserve Reports 76 Section 8.13 Title Information 77 Section 8.14 Collateral and Guarantors 78 Section 8.15 ERISA Compliance 79 Section 8.16 Marketing Activities 80 Section 8.17 Unrestricted Subsidiaries 80 Section 8.18 Commodity Exchange Act Keepwell Provisions 80 Section 9.01 Financial Covenants 81 Section 9.02 Debt 81 Section 9.03 Liens 83 Section 9.04 Dividends and Distributions and Payments in Respect of Permitted Unsecured Notes 83 Section 9.05 Investments, Loans and Advances 84 Section 9.06 Designation and Conversion of Restricted and Unrestricted Subsidiaries 85 Section 9.07 Nature of Business 86 Section 9.08 Proceeds of Notes 86 Section 9.09 ERISA 86 Section 9.10 Mergers, etc 87 Section 9.11 Sale of Properties and Termination of Swap Agreements 87 Section 9.12 Transactions with Affiliates 88 Section 9.13 Subsidiaries 88 Section 9.14 Negative Pledge Agreements; Dividend and Other Restrictions 89 Section 9.15 Gas Imbalances, Take-or-Pay or Other Prepayments 89 Section 9.16 Swap Agreements 89 Section 9.17 Non-Qualified ECP Guarantors 91 Section 9.18 Amendments to Permitted Unsecured Notes Documents 91 Section 9.19 Fiscal Year 92 Section 10.01 Events of Default 92 Section 10.02 Remedies 94 Section 11.01 Appointment; Powers 95 Section 11.02 Duties and Obligations of Administrative Agent 95 Section 11.03 Action by Administrative Agent 96 Section 11.04 Reliance by Administrative Agent 97 Section 11.05 Subagents 97 Section 11.06 Resignation or Removal of Administrative Agent 97 Section 11.07 Agents as Lenders 98 Section 11.08 No Reliance 98 Section 11.09 Administrative Agent May File Proofs of Claim 98 Section 11.10 Authority of Administrative Agent to Release Collateral, Liens and Guarantors; Assignment of Swap Agreements 99 Section 11.11 The Arranger; Agents 100 Section 12.01 Notices 100 Section 12.02 Waivers; Amendments 101 Section 12.03 Expenses, Indemnity; Damage Waiver 102 Section 12.04 Successors and Assigns 105 Section 12.05 Survival; Revival; Reinstatement 109 Section 12.06 Counterparts; Integration; Effectiveness 109 Section 12.07 Severability 110 Section 12.08 Right of Setoff 110 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 110 Section 12.10 Headings 111 Section 12.11 Confidentiality 111 Section 12.12 Interest Rate Limitation 112 Section 12.13 EXCULPATION PROVISIONS 113 Section 12.14 Collateral Matters; Swap Agreements 113 Section 12.15 No Third Party Beneficiaries 114 Section 12.16 USA Patriot Act Notice 114 Section 12.17 No Advisory or Fiduciary Responsibility 114 Section 12.18 Amendment and Restatement 115 Section 12.19 True-up Loans 115 Annex I List of Maximum Credit Amounts and Elected Commitments Annex II Existing Letters of Credit Exhibit A Form of Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E Security Instruments as of the Effective Date Exhibit F Form of Guaranty and Pledge Agreement Exhibit G Form of Assignment and Assumption Exhibit H-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit H-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit I Form of Elected Commitment Increase Certificate Exhibit J Form of Additional Lender Certificate Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries and Unrestricted Subsidiaries Schedule 7.18 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.05 Existing Investments THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 7, 2014, is among: APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and KEYBANK NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).56
Appears in 1 contract
Samples: Second Lien Credit Agreement (Atlas Resource Partners, L.P.)
Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 49 33 Section 4.02 Presumption of Payment by the Borrower 50 34 Section 4.03 Certain Deductions by the Administrative Agent 50 34 Section 4.04 Disposition of Proceeds 50 34 Section 5.01 Increased Costs 51 34 Section 5.02 Break Funding Payments 52 35 Section 5.03 Taxes 52 36 Section 5.04 Mitigation Obligations; Replacement of Lenders 56 Obligations 39 Section 5.05 Illegality 57 40 Section 6.01 Effective Date 57 Section 6.02 Each Credit Event 60 40 Section 7.01 Organization; Powers 61 43 Section 7.02 Authority; Enforceability 61 43 Section 7.03 Approvals; No Conflicts 61 43 Section 7.04 Financial Condition; No Material Adverse Change 62 44 Section 7.05 Litigation 62 44 Section 7.06 Environmental Matters 62 45 Section 7.07 Compliance with the Laws and Agreements; No Defaults 64 46 Section 7.08 Investment Company Act 64 46 Section 7.09 Taxes 64 [Reserved] 46 Section 7.10 ERISA 65 Taxes 46 Section 7.11 ERISA 46 Section 7.12 Disclosure; No Material Misstatements 65 Section 7.12 Insurance 66 47 Section 7.13 Insurance 48 Section 7.14 Restriction on Liens 66 Section 7.14 Subsidiaries 66 48 Section 7.15 Entity Information 66 Subsidiaries 48 Section 7.16 Location of Business and Offices 48 Section 7.17 Properties; Titles, Etc 67 48 Section 7.17 7.18 Maintenance of Properties 68 Section 7.18 Swap Agreements and Qualified ECP Guarantor 68 49 Section 7.19 Gas Imbalances, Prepayments 50 Section 7.20 Marketing of Production 50 Section 7.21 Hedging Agreements 50 Section 7.22 Use of Loans and Letters of Credit 68 50 Section 7.20 7.23 Solvency 69 50 Section 7.21 7.24 OFAC 50 Section 7.25 Foreign Corrupt Practices 69 Section 7.22 OFAC 69 51 Section 8.01 Financial Statements; Other Information 70 51 Section 8.02 Notices of Material Events 72 55 Section 8.03 Existence; Conduct of Business 73 55 Section 8.04 Payment of Obligations 73 55 Section 8.05 Performance of Obligations under Loan Documents 73 56 Section 8.06 Operation and Maintenance of Properties; Subordination of Affiliated Operators’ Liens 73 Properties 56 Section 8.07 Insurance 74 56 Section 8.08 Books and Records; Inspection Rights 75 56 Section 8.09 Compliance with Laws 75 57 Section 8.10 Environmental Matters 75 57 Section 8.11 Further Assurances 76 58 Section 8.12 Reserve Reports 76 58 Section 8.13 Title Information 77 59 Section 8.14 Collateral and Additional Collateral; Additional Guarantors 78 59 Section 8.15 ERISA Compliance 79 61 Section 8.16 Marketing Activities 80 Unrestricted Subsidiaries 61 Section 8.17 Unrestricted Subsidiaries 80 Section 8.18 Commodity Exchange Patriot Act Keepwell Provisions 80 61 Section 9.01 Financial Covenants 81 62 Section 9.02 Debt 81 63 Section 9.03 Liens 83 64 Section 9.04 Dividends and Distributions Restricted Payments 64 Section 9.05 Investments 64 Section 9.06 Nature of Business; International Operations 66 Section 9.07 Limitation on Operating Leases 66 Section 9.08 Proceeds of Loans 66 Section 9.09 ERISA Compliance 66 Section 9.10 Sale or Discount of Receivables 67 Section 9.11 Mergers, Etc 67 Section 9.12 Sale of Properties 67 Section 9.13 Environmental Matters 69 Section 9.14 Transactions with Affiliates 69 Section 9.15 Subsidiaries 69 Section 9.16 Amendments of First Lien Documents and Payments in Respect of Permitted Unsecured Senior Notes 83 69 Section 9.05 Investments, Loans and Advances 84 9.17 Negative Pledge Agreements; Dividend Restrictions 69 Section 9.06 9.18 Take-or-Pay or Other Prepayments 70 Section 9.19 Hedging Agreements 70 Section 9.20 Designation and Conversion of Restricted and Unrestricted Subsidiaries 85 Section 9.07 Nature of Business 86 Section 9.08 Proceeds of Notes 86 Section 9.09 ERISA 86 Section 9.10 Mergers, etc 87 Section 9.11 Sale of Properties and Termination of Swap Agreements 87 Section 9.12 Transactions with Affiliates 88 Section 9.13 Subsidiaries 88 Section 9.14 Negative Pledge Agreements; Dividend and Other Restrictions 89 Section 9.15 Gas Imbalances, Take-or-Pay or Other Prepayments 89 Section 9.16 Swap Agreements 89 Section 9.17 Non-Qualified ECP Guarantors 91 Section 9.18 Amendments to Permitted Unsecured Notes Documents 91 Section 9.19 Fiscal Year 92 70 Section 10.01 Events of Default 92 71 Section 10.02 Remedies 94 73 Section 11.01 Appointment; Powers 95 74 Section 11.02 Duties and Obligations of Administrative Agent 95 74 Section 11.03 Action by Administrative Agent 96 74 Section 11.04 Reliance by Administrative Agent 97 75 Section 11.05 Subagents 97 75 Section 11.06 Resignation or Removal of Administrative Agent 97 Agents 75 Section 11.07 Agents as Lenders 98 76 Section 11.08 No Reliance 98 76 Section 11.09 Administrative Agent May File Authority to Release Guarantors, Collateral and Liens 76 Section 11.10 The Arranger and Agents 77 Section 11.11 Filing of Proofs of Claim 98 Section 11.10 Authority of Administrative Agent to Release Collateral, Liens and Guarantors; Assignment of Swap Agreements 99 Section 11.11 The Arranger; Agents 100 77 Section 12.01 Notices 100 78 Section 12.02 Waivers; Amendments 101 79 Section 12.03 Expenses, Indemnity; Damage Waiver 102 80 Section 12.04 Successors and Assigns 105 82 Section 12.05 Survival; Revival; Reinstatement 109 85 Section 12.06 Counterparts; Integration; Effectiveness 109 86 Section 12.07 Severability 110 86 Section 12.08 Right of Setoff 110 86 Section 12.09 GOVERNING LAWGoverning Law; JURISDICTIONJurisdiction; CONSENT TO SERVICE OF PROCESS 110 Consent to Service of Process 86 Section 12.10 Headings 111 87 Section 12.11 Confidentiality 111 87 Section 12.12 Interest Rate Limitation 112 EXCULPATION PROVISIONS 88 Section 12.13 EXCULPATION PROVISIONS 113 Section 12.14 Collateral Matters; Swap Agreements 113 Section 12.15 No Third Party Beneficiaries 114 88 Section 12.16 USA 12.14 US Patriot Act Notice 114 88 Section 12.17 12.15 No Advisory or Fiduciary Responsibility 114 Section 12.18 Amendment and Restatement 115 Section 12.19 True-up Loans 115 Annex I List of Maximum Credit Amounts and Elected Commitments Annex II Existing Letters of Credit Exhibit A Form of Note Duty 89 Exhibit B Form of Borrowing Request Exhibit B - Page 1 Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E Security Instruments as of the Effective Date Exhibit F Form of Guaranty and Pledge Agreement Exhibit G Form of Assignment and Assumption Exhibit H-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit H-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit I Form of Elected Commitment Increase Certificate Exhibit J Form of Additional Lender Certificate C - Page 1 Schedule 1.02 Approved Counterparties Schedule 1.02 - Page 1 Schedule 7.05 Litigation Schedule 7.06 Environmental Matters 7.05 - Page 1 Schedule 7.14 Subsidiaries and Unrestricted Subsidiaries 7.19 Gas Imbalances Schedule 7.18 Swap 7.20 Marketing Contracts Schedule 7.20 - Page 1 Schedule 7.21 Hedging Agreements Schedule 9.02 Existing Debt 7.21 - Page 1 Schedule 9.05 Existing Investments THIS AMENDED AND RESTATED CREDIT AGREEMENT 7.26 Deposit Accounts and Securities Accounts Schedule 7.26 - Page 1 This SECURED TERM LOAN AGREEMENT, dated as of May 7December 30, 2014, is among: APPROACH RESOURCES INC.among Resolute Energy Corporation, a Delaware corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); , certain subsidiaries of the Borrower as guarantors, each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”)hereto and Bank of Montreal, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and KEYBANK NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).
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Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 49 37 Section 4.02 Presumption of Payment by the Borrower 50 Section 4.03 Certain Deductions by the Administrative Agent 50 Section 4.04 Disposition of Proceeds 50 38 Section 5.01 Increased Costs 51 39 Section 5.02 Break Funding Payments 52 40 Section 5.03 Taxes 52 40 Section 5.04 Mitigation Obligations; Replacement Designation of Lenders 56 Different Lending Office 41 Section 5.05 Illegality 57 41 Section 5.06 Replacement of a Lender 41 Section 6.01 Effective Closing Date 57 42 Section 6.02 Each Credit Event 60 44 Section 7.01 Organization; Powers 61 45 Section 7.02 Authority; Enforceability 61 45 Section 7.03 Approvals; No Conflicts 61 46 Section 7.04 Financial Condition; No Material Adverse Change 62 Statements 46 Section 7.05 Litigation 62 46 Section 7.06 Environmental Matters 62 46 Section 7.07 Compliance with the Laws and Agreements; No Defaults 64 Agreements 47 Section 7.08 Investment Company Act 64 47 Section 7.09 Taxes 64 47 Section 7.10 ERISA 65 48 Section 7.11 Disclosure; No Material Misstatements 65 48 Section 7.12 Insurance 66 49 Section 7.13 Restriction on Liens 66 49 Section 7.14 Subsidiaries 66 49 Section 7.15 Entity Information 66 Location of Business and Offices 49 Section 7.16 Properties; Titles, ; Etc 67 49 Section 7.17 Title 51 Section 7.18 Security Instruments 51 Section 7.19 Maintenance of Properties 68 51 Section 7.18 7.20 Gas Imbalances; Prepayments 52 Section 7.21 Marketing of Production 52 Section 7.22 Swap Agreements and Qualified ECP Guarantor 68 52 Section 7.19 7.23 Use of Loans and Letters of Credit 68 52 Section 7.20 7.24 Solvency 69 53 Section 7.21 Foreign Corrupt Practices 69 Section 7.22 OFAC 69 7.25 Patriot Act 53 Section 8.01 Financial Statements; Ratings Change; Other Information 70 54 Section 8.02 Notices of Material Events 72 56 Section 8.03 Existence; Conduct of Business 73 57 Section 8.04 Payment of Obligations 73 57 Section 8.05 Performance of Obligations under Under Loan Documents 73 57 Section 8.06 Operation and Maintenance of Properties; Subordination of Affiliated Operators’ Liens 73 Properties 57 Section 8.07 Insurance 74 58 Section 8.08 Books and Records; Inspection Rights 75 58 Section 8.09 Compliance with Laws 75 58 Section 8.10 Environmental Matters 75 58 Section 8.11 Further Assurances 76 59 Section 8.12 Reserve Reports 76 Title Information 59 Section 8.13 Title Information 77 Additional Collateral; Additional Guarantors 60 Section 8.14 Collateral and Guarantors 78 ERISA Compliance 61 Section 8.15 ERISA Compliance 79 Marketing Activities 62 Section 8.16 Marketing Activities 80 Section 8.17 Unrestricted Subsidiaries 80 Section 8.18 Commodity Exchange Act Keepwell Provisions 80 Title 62 Section 9.01 Financial Covenants 81 62 Section 9.02 Debt 81 63 Section 9.03 Liens 83 63 Section 9.04 Dividends and Dividends, Distributions and Payments in Respect of Permitted Unsecured Notes 83 Redemptions 64 Section 9.05 Investments, Loans and Advances 84 64 Section 9.06 Designation and Conversion of Restricted and Unrestricted Subsidiaries 85 Section 9.07 Nature of Business 86 65 Section 9.07 Limitation on Leases 65 Section 9.08 Proceeds of Notes 86 65 Section 9.09 ERISA 86 Compliance 65 Section 9.10 Mergers, etc 87 Sale or Discount of Receivables 66 Section 9.11 Mergers; Etc 66 Section 9.12 Sale of Properties and Termination of Swap Agreements 87 67 Section 9.12 9.13 Transactions with Affiliates 88 Section 9.13 Subsidiaries 88 67 Section 9.14 Subsidiaries 67 Section 9.15 Negative Pledge Agreements; Dividend and Other Restrictions 89 67 Section 9.15 9.16 Gas Imbalances, Take-or-Pay or Other Prepayments 89 67 Section 9.16 9.17 Swap Agreements 89 Section 9.17 Non-Qualified ECP Guarantors 91 68 Section 9.18 Amendments to Permitted Unsecured Notes Documents 91 Tax Status as Partnership; Operating Agreements 69 Section 9.19 Fiscal Year 92 Acquisition Properties 69 Section 10.01 Events of Default 92 69 Section 10.02 Remedies 94 71 Section 10.03 Disposition of Proceeds 71 Section 11.01 Appointment; Powers 95 72 Section 11.02 Duties and Obligations of Administrative Agent 95 and Collateral Agent 72 Section 11.03 Action by Administrative Agent 96 72 Section 11.04 Reliance by Administrative Agent 97 73 Section 11.05 Subagents 97 73 Section 11.06 Resignation or Removal of Administrative Agent 97 Agents 74 Section 11.07 Agents as and Lenders 98 74 Section 11.08 No Reliance 98 74 Section 11.09 Administrative Agent and Collateral Agent May File Proofs of Claim 98 74 Section 11.10 Authority of Administrative Agent and Collateral Agent to Release Collateral, Collateral and Liens and Guarantors; Assignment of Swap Agreements 99 75 Section 11.11 The Arranger; Arrangers and the Syndication Agents 100 75 Section 12.01 Notices 100 75 Section 12.02 Waivers; Amendments 101 77 Section 12.03 Expenses, ; Indemnity; Damage Waiver 102 78 Section 12.04 Successors and Assigns 105 80 Section 12.05 Survival; Revival; Reinstatement 109 82 Section 12.06 Counterparts; Integration; Effectiveness 109 83 Section 12.07 Severability 110 83 Section 12.08 Right of Setoff 110 83 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 110 84 Section 12.10 Headings 111 84 Section 12.11 Confidentiality 111 85 Section 12.12 Maximum Interest Rate Limitation 112 85 Section 12.13 EXCULPATION PROVISIONS 113 86 Section 12.14 Collateral Matters; Swap Agreements 113 86 Section 12.15 No Third Party Beneficiaries 114 86 Section 12.16 USA Patriot Act Notice 114 Section 12.17 No Advisory or Fiduciary Responsibility 114 Section 12.18 Amendment and Restatement 115 Section 12.19 True-up Loans 115 86 Annex I List of Maximum Credit Amounts and Elected Commitments Annex II Existing Letters of Credit Exhibit A Form of Note Exhibit B Form of Compliance Certificate Exhibit C Security Instruments Exhibit D Form of Assignment and Assumption Exhibit E Form of Borrowing Request Exhibit C F Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E Security Instruments as of the Effective Date Exhibit F Form of Guaranty and Pledge Agreement Exhibit G Form of Assignment and Assumption Exhibit H-1 Form Notice of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit H-2 Form Letter of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit I Form of Elected Commitment Increase Certificate Exhibit J Form of Additional Lender Certificate Credit Request Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.11 Material Debt and Other Obligations Schedule 7.14 Subsidiaries and Unrestricted Subsidiaries Partnerships Schedule 7.18 7.20 Gas Imbalances Schedule 7.21 Marketing Contracts Schedule 7.22 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.05 Existing Investments THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of May 7November 13, 20142009, is among: APPROACH RESOURCES INC.by and among Constellation Energy Partners LLC, a corporation limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”); , each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. The Royal Bank of Scotland plc (in its individual capacity, “JPMorganRBS”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and KEYBANK NATIONAL ASSOCIATION, The Bank of Nova Scotia (“Scotia”), as documentation co-syndication agent, and BNP Paribas (“BNP”), as co-syndication agent for the Lenders (in such capacity, BNP together with its successors Scotia, collectively in such capacity, the “Documentation AgentSyndication Agents”).
Appears in 1 contract
Samples: Credit Agreement (Constellation Energy Partners LLC)
