FOURTH AMENDMENT TO CREDIT AGREEMENT DATED AS OF OCTOBER 28, 2016 AMONG VIPER ENERGY PARTNERS LP, AS BORROWER, THE GUARANTORS, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO SOLE BOOK RUNNER AND SOLE LEAD...
Exhibit 10.1
FOURTH AMENDMENT
TO
DATED AS OF OCTOBER 28, 2016
AMONG
VIPER ENERGY PARTNERS LP,
AS BORROWER,
AS BORROWER,
THE GUARANTORS,
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT,
AS ADMINISTRATIVE AGENT,
AND
THE LENDERS PARTY HERETO
SOLE BOOK RUNNER AND SOLE LEAD ARRANGER
XXXXX FARGO SECURITIES, LLC
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”) dated as of October 28, 2016, is among: VIPER ENERGY PARTNERS LP., a Delaware limited partnership (the “Borrower”); each of the undersigned guarantors (collectively, the “Guarantors”); each of the Lenders, as such term is defined in the Credit Agreement referred to below, party hereto; and XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Xxxxx”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
R E C I T A L S
A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of July 8, 2014, as amended by that certain First Amendment dated as of August 15, 2014, that certain Second Amendment dated as of May 22, 2015 and that certain Third Amendment dated as of June 21, 2016 (as further amended, modified or supplemented, the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.
B. The Borrower has requested, and all of the Lenders have agreed, to amend certain provisions of the Credit Agreement as set forth herein.
C. Now, therefore, to induce the Administrative Agent and the Lenders to enter into this Fourth Amendment and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Fourth Amendment. Unless otherwise indicated, all section references in this Fourth Amendment refer to sections of the Credit Agreement.
Section 2.Amendments to Credit Agreement.
2.1 Amendments to Section 1.02. Section 1.02 is hereby amended by:
(a) deleting the definition of “Agreement” and replacing it with the following:
“‘Agreement’ means this Credit Agreement, as amended by the First Amendment dated as of August 15, 2014, that certain Second Amendment dated as of May 22, 2015, that certain Third Amendment dated as of June 21, 2016 and that certain Fourth Amendment dated as of October 28, 2016, as the same may be further amended, modified or supplemented from time to time.”
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(b) deleting the Utilization Grid in the definition of “Applicable Margin” and replacing it with the following:
Utilization Grid | |||||
Utilization Percentage | <25% | >25% <50% | >50% <75% | >75% <90% | >90% |
Eurodollar Loans | 2.00% | 2.25% | 2.50% | 2.75% | 3.00% |
ABR Loans | 1.00% | 1.25% | 1.50% | 1.75% | 2.00% |
Commitment Fee Rate | 0.375% | 0.375% | 0.500% | 0.500% | 0.500% |
Section 3. Borrowing Base. From and after the Fourth Amendment Effective Date (as defined below) until the next Redetermination Date, the Borrowing Base shall be $275,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time in accordance with the Credit Agreement. Each of the Borrower, on the one hand, and the Administrative Agent and the Lenders, on the other hand, agree that the redetermination of the Borrowing Base pursuant to this Section 3 shall constitute the Scheduled Redetermination for November 1, 2016. This Section 3 constitutes the New Borrowing Base Notice in accordance with Section 2.07(d) of the Credit Agreement.
Section 4. Revisions and Reallocations. The Lenders have agreed among themselves, in consultation with the Borrower, to revise and reallocate their respective Maximum Credit Amounts. The Administrative Agent and the Borrower hereby consent to such revisions and reallocation. On the Fourth Amendment Effective Date and after giving effect to such revisions and reallocations, the Maximum Credit Amount of each Lender shall be as set forth on Annex I of this Fourth Amendment which Annex I supersedes and replaces the Annex I to the Credit Agreement.
Section 5. Conditions Precedent. This Fourth Amendment shall become effective on the date (such date, the “Fourth Amendment Effective Date”), when each of the following conditions is satisfied (or waived in accordance with Section 12.02):
5.1 The Administrative Agent shall have received from all of the Lenders, the Guarantors and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Fourth Amendment signed on behalf of such Person.
5.2 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.
5.3 No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Fourth Amendment.
The Administrative Agent is hereby authorized and directed to declare this Fourth Amendment to be effective when it has received documents confirming or certifying, to the
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satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 5 or the waiver of such conditions as permitted in Section 12.02. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.
Section 6. Miscellaneous.
6.1 Confirmation. The provisions of the Credit Agreement, as amended by this Fourth Amendment, shall remain in full force and effect following the effectiveness of this Fourth Amendment.
6.2 Ratification and Affirmation; Representations and Warranties. Each of the Guarantors and the Borrower hereby (a) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (b) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fourth Amendment:
(i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct as of such specified earlier date,
(ii) no Default or Event of Default has occurred and is continuing, and
(iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
6.3 Counterparts. This Fourth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Fourth Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
6.4 NO ORAL AGREEMENT. THIS FOURTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
6.5 GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
6.6 Payment of Expenses. In accordance with Section 12.03, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket expenses incurred
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in connection with this Fourth Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees, charges and disbursements of counsel to the Administrative Agent.
6.7 Severability. Any provision of this Fourth Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
6.8 Successors and Assigns. This Fourth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
6.9 Loan Document. This Fourth Amendment is a Loan Document.
[SIGNATURES BEGIN NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed as of the date first written above.
VIPER ENERGY PARTNERS LP, as Borrower | ||
By: Viper Energy Partners GP LLC, its general partner | ||
By: /s/ Xxxxxx X. Xxxx | ||
Name: Xxxxxx X. Xxxx | ||
Title: Chief Financial Officer | ||
VIPER ENERGY PARTNERS LLC, as a Guarantor | ||
By: /s/ Xxxxxx X. Xxxx | ||
Name: Xxxxxx X. Xxxx | ||
Title: Chief Financial Officer | ||
SIGNATURE PAGE
FOURTH AMENDMENT TO CREDIT AGREEMENT
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender | |
By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Director | |
SIGNATURE PAGE
FOURTH AMENDMENT TO CREDIT AGREEMENT
COMPASS BANK, as a Lender | ||
By: /s/ Xxxxxxxx Xxxxxxxx | ||
Name: Xxxxxxxx Xxxxxxxx | ||
Title: Vice President | ||
SIGNATURE PAGE
FOURTH AMENDMENT TO CREDIT AGREEMENT
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender | ||
By: /s/ Xxxxxxx Xxxxxxxxx | ||
Name: Xxxxxxx Xxxxxxxxx | ||
Title: Authorized Signatory | ||
By: /s/ Xxxxx Xxxxxx | ||
Name: Xxxxx Xxxxxx | ||
Title: Authorized Signatory | ||
SIGNATURE PAGE
FOURTH AMENDMENT TO CREDIT AGREEMENT
COMERICA BANK, as a Lender | ||
By: /s/ Xxxxxxx X. Xxxxxxx | ||
Name: Xxxxxxx X. Xxxxxxx | ||
Title: Relationship Manager | ||
SIGNATURE PAGE
FOURTH AMENDMENT TO CREDIT AGREEMENT
PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||
By: /s/ Xxxxxxx XxXxxxx | ||
Name: Xxxxxxx XxXxxxx | ||
Title: Assistant Vice President | ||
ANNEX I
LIST OF MAXIMUM CREDIT AMOUNTS
Name of Lender | Applicable Percentage | Maximum Credit Amount | ||
Xxxxx Fargo Bank, National Association | 28.33333333000000% | $71,916,666.66 | ||
Compass Bank | 11.00000000000000% | $31,250,000.00 | ||
Canadian Imperial Bank of Commerce, New York Branch | 21.00000000000000% | $57,916,666.67 | ||
Comerica Bank | 18.18181818000000% | $50,000,000.00 | ||
PNC Bank, National Association | 21.06060606000000% | $57,916,666.67 | ||
Aggregate Maximum Credit Amount | 100.0000000000000% | $275,000,000.00 | ||
1 Amended per the First Amendment. | |
