FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of May 5, 2014, by and among ANTERO MIDSTREAM LLC, a Delaware limited liability company formerly known as Antero Resources Midstream Operating LLC (the “Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).
WITNESSETH:
WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the Lenders have entered into that certain Credit Agreement, dated as of February 28, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, the Antero Resources Agent, the lenders party thereto, the Borrower and the Guarantors have agreed to amend the Antero Resources Credit Agreement pursuant to that certain Eleventh Amendment to Fourth Amended and Restated Credit Agreement, dated as of the date hereof (the “Antero Resources Credit Agreement Eleventh Amendment”); and
WHEREAS, the Administrative Agent, the Lenders, the Borrower and the Guarantors have agreed to amend the Credit Agreement as provided herein subject to the terms and conditions set forth herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Borrower, the Guarantors, the Administrative Agent and the Lenders hereby agree as follows:
SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 of this Amendment, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended in the manner provided in this Section 1.
1.1 Cover Page. The cover page to the Credit Agreement shall be and it hereby is amended and restated in its entirety and replaced with Annex A attached hereto.
1.2 Preamble. The preamble to the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:
THIS CREDIT AGREEMENT dated as of February 28, 2014, among ANTERO MIDSTREAM LLC, a Delaware limited liability company, formerly known as Antero Resources Midstream Operating LLC (the “Borrower), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party
hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, XXXXX FARGO BANK, N.A., as Syndication Agent, and UNION BANK, N.A., and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Co-Documentation Agents.
1.3 Amended Definition. The following definition in Section 1.01 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:
“Aggregate Commitment” means, at any time, the sum of the Commitments of all the Lenders at such time, as such amount may be reduced or increased from time to time pursuant to Section 2.02 and Section 2.03; provided that such amount shall not at any time exceed the lesser of (a) the Net Borrowing Base then in effect and (b) the Maximum Facility Amount. As of the First Amendment Effective Date, the Aggregate Commitment is $400,000,000.
“Qualified IPO” means an underwritten public offering pursuant to a registration statement under the Securities Act that results in aggregate gross cash proceeds to Antero Midstream of at least $400 million (before underwriting discounts and commissions and offering expenses).
1.4 Additional Definition. The following definition shall be and it hereby is added to Section 1.01 of the Credit Agreement in appropriate alphabetical order:
“First Amendment Effective Date” means May 5, 2014.
1.5 Repayment of Loans. Section 2.09 of the Credit Agreement shall be and it hereby is amended by including the following at the end of subsection (a):
Upon consummation of the Qualified IPO, the cash proceeds (after giving effect to underwriting discounts and the deduction of commissions and offering expenses) received from such Qualified IPO shall be used by the Borrower to repay the then outstanding Obligations (other than (i) obligations (including contingent reimbursement obligations and indemnity obligations) which, by their express terms, survive termination of the Midstream Operating Credit Agreement, and (ii) to the extent not paid on the date the Qualified IPO is consummated, fees and expenses of counsel to the Administrative Agent), and to the extent such cash proceeds are insufficient to pay such Obligations in full, the unpaid amount of such Obligations shall be deemed to have been repaid pursuant to Section 2.03(b) of the Antero Resources Credit Agreement.
1.6 Schedule. Schedule 1.01 to the Credit Agreement shall be and it hereby is amended in its entirety and replaced with Schedule 1.01 attached hereto.
SECTION 2. New Lenders and Reallocation and Increase of Commitments. The Lenders have agreed among themselves to reallocate their respective Commitments, and to, among other things, allow certain financial institutions identified by X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), in its capacity as an Arranger, in consultation with Borrower, to become a party to the
Credit Agreement as a Lender (each, a “New Lender”) by acquiring an interest in the Aggregate Commitment. Each of the Administrative Agent and Borrower hereby consents to (i) the reallocation of the Commitments and (ii) each New Lender’s acquisition of an interest in the Aggregate Commitment. Additionally, pursuant to Section 2.03 of the Credit Agreement, with the consent of the Administrative Agent, the Borrower may elect to increase the Aggregate Commitment under the Credit Agreement in a minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof by providing written notice of such increase to the Administrative Agent. Subject to the conditions set forth in Section 2.03 of the Credit Agreement (other than the 15 day notice period required under Section 2.03 of the Credit Agreement which is hereby deemed waived), each Lender shall have the obligation to participate in each increase in the Aggregate Commitment under Section 2.03 in accordance with its Applicable Percentage. The Borrower, the Administrative Agent and each Lender hereby agrees that on the First Amendment Effective Date, the Aggregate Commitment automatically and without further action by the Borrower, the Administrative Agent or any Lender shall be increased in accordance with Section 2.03 of the Credit Agreement by an amount equal to $100,000,000. On the date this Amendment becomes effective and after giving effect to such reallocation and increase of the Aggregate Commitment, the Commitment of each Lender shall be as set forth on Schedule 1.01 of this Amendment. Each Lender hereby consents to the Commitments set forth on Schedule 1.01 of this Amendment. The reallocation of the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments and reallocations contemplated by this Section 2. To the extent requested by any Lender and in accordance with Section 2.16 of the Credit Agreement, Borrower shall pay to such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts required to be paid by Borrower under Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 2.
SECTION 3. Waiver. Under Section 4.1.3(d) of the Pledge Agreement the Borrower will not change its name unless it has given the Administrative Agent not less than 20 Business Days’ prior written notice thereof. By letter dated March 28, 2014, the Borrower notified the Administrative Agent that it intended to change its name to Antero Midstream LLC (the “Name Change”). The Borrower has notified the Administrative Agent that the Name Change became effective prior to the date that was 20 Business Days after March 28, 2014. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 of this Amendment, the Lenders hereby consent to the Name Change and waive any violation of Section 4.1.3(d) of the Pledge Agreement that may have resulted from the Name Change. By its signature below, the Borrower agrees that, except as expressly provided above, nothing herein shall be construed as a continuing waiver of any provision of the Credit Agreement or any other Loan Document. Nothing contained herein shall obligate the Lenders to grant any additional waiver with respect to Section 4.1.3(d) of the Pledge Agreement or of any provision of the Credit Agreement or any other Loan Document.
SECTION 4. Conditions. The amendments to the Credit Agreement contained in Section 1 of this Amendment, the increase and reallocation of the Commitments contained in Section 2 of this Amendment and the limited waiver provided in Section 3 of this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this Section 4 (the date such conditions are satisfied, the “First Amendment Effective Date”).
4.1 Execution and Delivery. Each Credit Party, the Lenders (or at least the required percentage thereof), and the Administrative Agent shall have executed and delivered this Amendment.
4.2 Antero Resources Credit Agreement Eleventh Amendment. The Antero Resources Credit Agreement Eleventh Amendment shall have been fully executed and be in effect.
4.3 No Default. No Default shall have occurred and be continuing or shall result from the effectiveness of this Amendment.
4.4 Other Documents. The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as the Administrative Agent or its special counsel may reasonably request, and all such documents shall be in form and substance reasonably satisfactory to the Administrative Agent.
SECTION 5. Representations and Warranties of Credit Parties. To induce the Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to the Lenders as follows:
5.1 Reaffirmation of Representations and Warranties/Further Assurances. After giving effect to the amendments herein, each representation and warranty of such Credit Party contained in the Credit Agreement and in each of the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date).
5.2 Corporate Authority; No Conflicts. The execution, delivery and performance by each Credit Party of this Amendment are within such Credit Party’s corporate or other organizational powers, have been duly authorized by necessary action, require no action by or in respect of, or filing with, any court or agency of government and do not violate or constitute a default under any provision of any applicable law or other agreements binding upon any Credit Party or result in the creation or imposition of any Lien upon any of the assets of any Credit Party except for Permitted Liens and otherwise as permitted in the Credit Agreement.
5.3 Enforceability. This Amendment constitutes the valid and binding obligation of the Borrower and each other Credit Party enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditor’s rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general application.
5.4 No Default. As of the date hereof, both before and immediately after giving effect to this Amendment, no Default has occurred and is continuing.
SECTION 6. Miscellaneous.
6.1 Reaffirmation of Loan Documents and Liens. Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in full force and effect and are hereby in all respects ratified and confirmed by each Credit Party. The Borrower and each Guarantor hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof.
6.2 Parties in Interest. All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.
6.3 Legal Expenses. Each Credit Party hereby agrees to pay all reasonable fees and expenses of special counsel to the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related documents.
6.4 Counterparts. This Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this Amendment.
6.5 Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
6.6 Headings. The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.
6.7 Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York.
6.8 Loan Document. This Amendment shall constitute a Loan Document for all purposes and in all respects.
[Remainder of page intentionally blank.
Signature pages follow.]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their respective authorized officers to be effective as of the date first above written.
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BORROWER: | ||
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ANTERO MIDSTREAM LLC (formerly known as Antero Resources Midstream Operating LLC) | ||
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By: |
/s/ Xxxxx X. Xxxxxx | |
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Name: Xxxxx X. Xxxxxx | |
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Title: Chief Administrative Officer and | |
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Regional Vice President | |
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GUARANTOR: | ||
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ANTERO RESOURCES CORPORATION | ||
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By: |
/s/ Xxxxx X. Xxxxxx | |
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Name: Xxxxx X. Xxxxxx | |
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Title: Chief Administrative Officer and | |
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Regional Vice President | |
SIGNATURE PAGE
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JPMORGAN CHASE BANK, N.A., | ||
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as Administrative Agent, Issuing Bank and a Lender | ||
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Authorized Officer |
SIGNATURE PAGE
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XXXXX FARGO BANK, N.A., | ||
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as Syndication Agent and a Lender | ||
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By: |
/s/ Xxxxxxx Xxxxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxxxx |
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Title: |
Director |
SIGNATURE PAGE
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CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, | ||
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as Co-Documentation Agent and a Lender | ||
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By: |
/s/ Xxxxxxx X. Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Managing Director |
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By: |
/s/ Xxxxx Xxxxxxxxxx | |
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Name: |
Xxxxx Xxxxxxxxxx |
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Title: |
Managing Director |
SIGNATURE PAGE
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UNION BANK, N.A., | ||
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as Co-Documentation Agent and a Lender | ||
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By: |
/s/ Xxxx Xxxxxxxxx | |
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Name: |
Xxxx Xxxxxxxxx |
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Title: |
Vice President |
SIGNATURE PAGE
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CITIBANK, N.A., | ||
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as a Lender | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Vice President |
SIGNATURE PAGE
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BARCLAYS BANK PLC, | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxx X. Xxxxxxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxxxxxx |
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Title: |
Vice President |
SIGNATURE PAGE
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CAPITAL ONE, NATIONAL ASSOCIATION, | ||
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as a Lender | ||
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By: |
/s/ Xxxxxx Xxxxx | |
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Name: |
Xxxxxx Xxxxx |
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Title: |
Vice President |
SIGNATURE PAGE
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TORONTO DOMINION (NEW YORK) LLC, | ||
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as a Lender | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Authorized Signatory |
SIGNATURE PAGE
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COMERICA BANK, | ||
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as a Lender | ||
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By: |
/s/ Xxxxx X. Xxxxx | |
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Name: |
Xxxxx X. Xxxxx |
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Title: |
Corporate Banking Officer |
SIGNATURE PAGE
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BMO XXXXXX BANK N.A., | ||
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as a Lender | ||
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By: |
/s/ Xxxxxx X. Xxxxx | |
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Name: |
Xxxxxx X. Xxxxx |
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Title: |
Managing Director |
SIGNATURE PAGE
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U.S. BANK NATIONAL ASSOCIATION, | ||
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as a Lender | ||
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By: |
/s/ Xxxxxx X. Xxxxxx | |
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Name: |
Xxxxxx X. Xxxxxx |
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Title: |
Vice President |
SIGNATURE PAGE
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Authorized Signatory |
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Authorized Signatory |
SIGNATURE PAGE
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THE BANK OF NOVA SCOTIA, | ||
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as a Lender | ||
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By: |
/s/ Xxxx Xxxxxx | |
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Name: |
Xxxx Xxxxxx |
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Title: |
Director |
SIGNATURE PAGE
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BRANCH BANKING AND TRUST COMPANY, | ||
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as a Lender | ||
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By: |
/s/ Xxxxx Xxxxxxxx | |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Assistant Vice President |
SIGNATURE PAGE
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CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, | ||
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as a Lender | ||
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Managing Director |
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By: |
/s/ Xxxxx Xxxxxxx | |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Executive Director |
SIGNATURE PAGE
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KEYBANK NATIONAL ASSOCIATION, | ||
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as a Lender | ||
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By: |
/s/ Xxxx Xxxxxxxxxxx | |
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Name: |
Xxxx Xxxxxxxxxxx |
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Title: |
Vice President |
SIGNATURE PAGE
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ABN AMRO CAPITAL USA LLC, | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxx Xxxxxx | |
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Name: |
Xxxxxxx Xxxxxx |
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Title: |
Managing Director |
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By: |
/s/ Xxxxx Xxxxxxxxxx | |
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Name: |
Xxxxx Xxxxxxxxxx |
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Title: |
Executive Director |
SIGNATURE PAGE
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PNC BANK NATIONAL ASSOCIATION, | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxx XxXxxxx | |
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Name: |
Xxxxxxx XxXxxxx |
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Title: |
Officer |
SIGNATURE PAGE
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SUMITOMO MITSUI BANKING CORPORATION, | ||
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as a Lender | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxx |
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Title: |
Managing Director |
SIGNATURE PAGE
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FIFTH THIRD BANK, | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxx X. Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Senior Vice President |
SIGNATURE PAGE
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GUARANTY BANK AND TRUST COMPANY, | ||
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as a Lender | ||
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By: |
/s/ Xxxx X. Xxxxxxxxx | |
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Name: |
Xxxx X. Xxxxxxxxx |
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Title: |
Senior Vice President |
SIGNATURE PAGE
ANNEX A
CREDIT AGREEMENT
dated as of
February 28, 2014
among
ANTERO MIDSTREAM LLC,
as Borrower,
CERTAIN SUBSIDIARIES OF BORROWER,
as Guarantors,
THE LENDERS PARTY HERETO,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
XXXXX FARGO BANK, N.A.,
as Syndication Agent,
and
UNION BANK, N.A., AND
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
as Co-Documentation Agents
Senior Secured Credit Facility
X.X. XXXXXX SECURITIES LLC and XXXXX FARGO SECURITIES, LLC,
as Joint Lead Arrangers and Joint Bookrunners
ANNEX A
SCHEDULE 1.01
Applicable Percentages and Commitment
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Lender |
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Applicable Percentage |
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Commitment |
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JPMorgan Chase Bank, N.A. |
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8.0000000 |
% |
$ |
32,000,000 |
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Xxxxx Fargo Bank, N.A. |
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8.0000000 |
% |
$ |
32,000,000 |
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Credit Agricole Corporate and Investment Bank |
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6.0000000 |
% |
$ |
27,000,000 |
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Union Bank, N.A. |
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6.0000000 |
% |
$ |
27,000,000 |
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Citibank, N.A. |
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6.0000000 |
% |
$ |
27,000,000 |
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Barclays Bank PLC |
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6.0000000 |
% |
$ |
27,000,000 |
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Capital One, National Association |
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6.7500000 |
% |
$ |
27,000,000 |
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Toronto Dominion (New York) LLC |
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4.4250000 |
% |
$ |
17,700,000 |
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Comerica Bank |
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4.0000000 |
% |
$ |
17,700,000 |
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BMO Xxxxxx Bank N.A. |
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4.0000000 |
% |
$ |
17,700,000 |
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U.S. Bank National Association |
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4.4250000 |
% |
$ |
17,700,000 |
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Credit Suisse AG, Cayman Islands Branch |
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4.4250000 |
% |
$ |
17,700,000 |
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The Bank of Nova Scotia |
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4.0000000 |
% |
$ |
17,700,000 |
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Branch Banking and Trust Company |
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3.0000000 |
% |
$ |
13,200,000 |
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Canadian Imperial Bank of Commerce, New York Branch |
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3.0000000 |
% |
$ |
13,200,000 |
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KeyBank National Association |
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3.3000000 |
% |
$ |
13,200,000 |
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ABN AMRO Capital USA LLC |
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3.3000000 |
% |
$ |
13,200,000 |
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PNC Bank, National Association |
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3.3000000 |
% |
$ |
13,200,000 |
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Sumitomo Mitsui Banking Corporation |
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3.3000000 |
% |
$ |
13,200,000 |
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Fifth Third Bank |
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3.0000000 |
% |
$ |
13,200,000 |
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Guaranty Bank and Trust Company |
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0.6000000 |
% |
$ |
2,400,000 |
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TOTAL |
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100.000000000 |
% |
$ |
400,000,000.00 |
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SCHEDULE 1.01
