EX-10.1 2 d808120dex101.htm EX-10.1 Execution Version THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
Execution Version
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as the “Amendment”) is dated as of October 21, 2014 (the “Third Amendment Effective Date”), by and among EXCO RESOURCES, INC. (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors (the “Guarantors”), the LENDERS party hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (“Administrative Agent”). Unless the context otherwise requires or 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 amended herein (as defined below).
WHEREAS, Borrower, the Guarantors, Administrative Agent and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of July 31, 2013 (as the same has been and may hereafter be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and
WHEREAS, Administrative Agent, the Lenders, Borrower and the Guarantors desire to amend the Credit Agreement as provided herein upon the terms and conditions set forth herein.
SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 hereof, 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 Amendment to Schedule 2.01. Schedule 2.01 to the Credit Agreement shall be and it hereby is amended and restated in its entirety with Schedule 2.01 attached to this Amendment.
SECTION 2. Scheduled Redetermination of Borrowing Base. Pursuant to Section 3.04 of the Credit Agreement, this Amendment shall constitute a New Borrowing Base Notice of the Scheduled Redetermination to occur on or about October 1, 2014 pursuant to Section 3.04 of the Credit Agreement, and Administrative Agent, the Lenders, Borrower and the other Credit Parties hereby acknowledge that effective as of the Third Amendment Effective Date, the Borrowing Base shall be increased to $900,000,000.00, and such redetermined Borrowing Base shall remain in effect until the date such Borrowing Base is otherwise adjusted pursuant to the terms of the Credit Agreement.
Third Amendment to Amended and Restated Credit Agreement – Page 1
Third Amendment to Amended and Restated Credit Agreement – Page 2
Third Amendment to Amended and Restated Credit Agreement – Page 3
6.8 Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York.
6.9 Reference to and Effect on the Loan Documents.
(a) This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Credit Agreement or in any other Loan Document, or other agreements, documents or other instruments executed and delivered pursuant to the Credit Agreement to the “Credit Agreement”, shall mean and be a reference to the Credit Agreement as amended by this Amendment.
(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
[SIGNATURE PAGES FOLLOW]
Third Amendment to Amended and Restated Credit Agreement – Page 4
BORROWER: | ||||
EXCO RESOURCES, INC. | ||||
By: | /s/ Xxxxxxx X. Boeing | |||
Name: | Xxxxxxx X. Boeing | |||
Title: | Vice President and General Counsel | |||
GUARANTORS: | ||||
EXCO HOLDING (PA), INC. | ||||
EXCO PRODUCTION COMPANY (PA), LLC | ||||
EXCO PRODUCTION COMPANY (WV), LLC | ||||
EXCO RESOURCES (XA), LLC | ||||
EXCO SERVICES, INC. | ||||
EXCO MIDCONTINENT MLP, LLC | ||||
EXCO PARTNERS GP, LLC | ||||
EXCO PARTNERS OLP GP, LLC | ||||
EXCO HOLDING MLP, INC. | ||||
EXCO EQUIPMENT LEASING, LLC | ||||
By: | /s/ Xxxxxxx X. Boeing | |||
Name: | Xxxxxxx X. Boeing | |||
Title: | Vice President and General Counsel | |||
EXCO OPERATING COMPANY, LP | ||||
By: | EXCO Partners OLP GP, LLC, | |||
its general partner | ||||
By: | /s/ Xxxxxxx X. Boeing | |||
Name: Xxxxxxx X. Boeing | ||||
Title: Vice President and General Counsel |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
EXCO GP PARTNERS OLD, LP | ||||
By: | EXCO Partners GP, LLC, | |||
its general partner | ||||
By: | /s/ Xxxxxxx X. Boeing | |||
Name: Xxxxxxx X. Boeing | ||||
Title: Vice President and General Counsel |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
JPMORGAN CHASE BANK, N.A., as a Lender and as Administrative Agent and Issuing Bank | ||
By: | /s/ Xxxxxxx X. Xxxxxx | |
Name: Xxxxxxx X. Xxxxxx | ||
Title: Authorized Officer |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
BANK OF AMERICA, N.A., as a Lender | ||
By: | /s/ Xxxxxx X. XxXxxx | |
Name: Xxxxxx X. XxXxxx | ||
Title: Managing Director |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender | ||
By: | /s/ Xxxxxx Murkham | |
Name: Xxxxxx Murkham | ||
Title: Assistant Vice President |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
BMO XXXXXX BANK N.A., as a Lender | ||
By: | /s/ Xxxxx Xxxxx | |
Name: Xxxxx Xxxxx | ||
Title: Director |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
UBS AG, Stamford Branch, | ||
as a Lender | ||
By: | /s/ Xxxx Xxxxx | |
Name: Xxxx Xxxxx | ||
Title: Director | ||
By: | /s/ Xxxxxxxx Xxxxxxxx | |
Name: Xxxxxxxx Xxxxxxxx | ||
Title: Associate Director |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
CREDIT SUISSE AG, Cayman Islands Branch, | ||
as a Lender | ||
By: | /s/ Xxxxx Xxxxx | |
Name: Xxxxx Xxxxx | ||
Title: Authorized Signatory | ||
By: | /s/ Xxxxxxx Xxxxxx | |
Name: Xxxxxxx Xxxxxx | ||
Title: Authorized Signatory |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
NATIXIS, as a Lender | ||
By: | /s/ Xxxxxx Xxxxxx | |
Name: Xxxxxx Xxxxxx | ||
Title: Managing Director | ||
By: | /s/ Xxxxxxxx X. Xxxxx | |
Name: Xxxxxxxx X. Xxxxx | ||
Title: Director |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender | ||
By: | /s/ Xxxx X. Xxxxxxxx | |
Name: Xxxx X. Xxxxxxxx | ||
Title: Vice President | ||
By: | /s/ Xxxxx Xxxxxxxxx | |
Name: Xxxxx Xxxxxxxxx | ||
Title: Vice President |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
XXXXXXX XXXXX BANK USA, as a Lender | ||
By: | /s/ Xxxxxxxx Xxxxxxx | |
Name: Xxxxxxxx Xxxxxxx | ||
Title: Authorized Signatory |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender | ||
By: | /s/ Xxxxxx Xxxxx xx Xxxx | |
Name: Xxxxxx Xxxxx xx Xxxx | ||
Title: Vice President |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
CIT FINANCE LLC, as a Lender | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Director |
Signature Page to Third Amendment to Amended and Restated Credit Agreement
ING CAPITAL LLC, as a Lender | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Director | ||
By: | /s/ Xxxxxxx Xxxxx | |
Name: Xxxxxxx Xxxxx | ||
Title: Director |
Signature Page to Third Amendment to Amended and Restated Credit Agreement