AMENDMENT NO. 6 TO CREDIT AGREEMENT
Exhibit 10.7
Execution Version
AMENDMENT NO. 6 TO CREDIT AGREEMENT
This Amendment No. 6 to Credit Agreement (this “Agreement”) dated as of September 10, 2015 is among Extraction Oil & Gas Holdings, LLC, a Delaware limited liability company (the “Borrower”), Extraction Oil & Gas, LLC, a Delaware limited liability company, XTR Midstream, LLC, a Delaware limited liability company, 7N, LLC, a Delaware limited liability company, Mountaintop Minerals, LLC, a Delaware limited liability company and 8 North, LLC, a Delaware limited liability company (collectively, the “Guarantors”), the undersigned Lenders (as defined below), and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as Issuing Lender (the “Issuing Lender”).
INTRODUCTION
A. The Borrower, the financial institutions party thereto as Lenders (the “Lenders”), the Issuing Lender, and the Administrative Agent have entered into the Credit Agreement dated as of September 4, 2014, as amended by the Amendment No. 1 dated as of September 24, 2014, the Amendment No. 2 and Joinder dated as of November 10, 2014, the Amendment No. 3 dated as of December 30, 2014, the Waiver dated as of February 12, 2015, the Consent Agreement dated as of February 27, 2015, the Consent Agreement dated as of March 25, 2015, the Waiver dated as of April 28, 2015, the Amendment No. 4 and Joinder dated as of May 27, 2015 and the Amendment No. 5 dated as of September 1, 2015 (as so amended and modified and as may be otherwise amended, restated, or modified from time to time, the “Credit Agreement”).
B. The Guarantors have entered into the Guaranty Agreement dated as of September 4, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) in favor of the Administrative Agent for the benefit of the Secured Parties (as defined in the Credit Agreement).
C. The Lenders agree to set the Borrowing Base at $265,000,000 for the August 1, 2015 redetermination of the Borrowing Base.
D. The Borrower has requested that the Lenders and the Administrative Agent amend the Credit Agreement as set forth herein.
THEREFORE, in fulfillment of the foregoing, the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender, and the undersigned Lenders hereby agree as follows:
Section 1. Definitions; References. Unless otherwise defined in this Agreement, each term used in this Agreement which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.
Section 2. Amendments to Credit Agreement. Upon the satisfaction of the conditions specified in Section 6 of this Agreement, and effective as of the date set forth above, the Credit Agreement is amended as follows:
(a) Section 1.1 of the Credit Agreement is amended to add the following defined term in alphabetical order:
“Amendment No. 6 Effective Date” means September 10, 2015.
(b) Section 1.1 of the Credit Agreement is amended by replacing the definitions of “Leverage Ratio” and “Net Leverage Ratio” to read in their entireties as follows:
“Leverage Ratio” means, as of the end of each fiscal quarter, the ratio of (a) the consolidated Debt of the Borrower and its Subsidiaries (other than obligations under permitted Hedging Arrangements) as of the last day of such fiscal quarter to (b) (i) for the fiscal quarter ending December 31, 2015, the consolidated EBITDAX of the Borrower and its Subsidiaries for such three fiscal quarter period then ended times 4 and divided by three and (ii) thereafter, the consolidated EBITDAX of the Borrower and its Subsidiaries for the four-fiscal quarter period then ended.
“Net Leverage Ratio” means, as of the end of each fiscal quarter, the ratio of (a) the consolidated Net Debt of the Borrower and its Subsidiaries (other than obligations under permitted Hedging Arrangements) as of the last day of such fiscal quarter to (b) for the fiscal quarter ending September 30, 2015, the consolidated EBITDAX of the Borrower and its Subsidiaries for such two fiscal quarter period then ended times two.
(c) Section 2.2(a) is amended to read in its entirety as follows:
“(a) Borrowing Base. The Borrowing Base in effect as of the Amendment No. 6 Effective Date has been set by the Administrative Agent and the Lenders and acknowledged by the Borrower as $265,000,000. Such Borrowing Base shall remain in effect until the next redetermination or reduction made pursuant to this Section 2.2. The Borrowing Base shall be determined in accordance with the standards set forth in Section 2.2(d) and is subject to periodic redetermination pursuant to Sections 2.2(b), and 2.2(c) and reductions pursuant to Section 2.2(e).”
(d) Section 6.16(a) of the Credit Agreement is amended by replacing both instances of “September 30, 2015” with “December 31, 2015”.
(e) Schedule II to the Credit Agreement is amended to read in its entirety as set forth on Schedule II attached hereto.
Section 3. Reaffirmation of Liens.
(a) Each of the Borrower and each Guarantor (i) is party to certain Security Documents securing and supporting the Borrower’s and Guarantors’ obligations under the Loan
Documents, (ii) represents and warrants that it has no defenses to the enforcement of the Security Documents and that according to their terms the Security Documents will continue in full force and effect to secure the Borrower’s and Guarantors’ obligations under the Loan Documents, as the same may be amended, supplemented, or otherwise modified, and (iii) acknowledges, represents, and warrants that the liens and security interests created by the Security Documents are valid and subsisting and create a first and prior Lien (subject only to Permitted Liens) in the Collateral to secure the Secured Obligations.
(b) The delivery of this Agreement does not indicate or establish a requirement that any Loan Document requires any Guarantor’s approval of amendments to the Credit Agreement.
Section 4. Reaffirmation of Guaranty. Each Guarantor hereby ratifies, confirms, and acknowledges that its obligations under the Guaranty and the other Loan Documents are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, of all of the Guaranteed Obligations (as defined in the Guaranty), as such Guaranteed Obligations may have been amended by this Agreement. Each Guarantor hereby acknowledges that its execution and delivery of this Agreement do not indicate or establish an approval or consent requirement by such Guarantor under the Credit Agreement in connection with the execution and delivery of amendments, modifications or waivers to the Credit Agreement, the Notes or any of the other Loan Documents.
Section 5. Representations and Warranties. Each of the Borrower and each Guarantor represents and warrants to the Administrative Agent and the Lenders that:
(a) the representations and warranties set forth in the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of the date of this Agreement (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that such materiality qualifier shall not apply if such representation or warranty is already subject to a materiality qualifier in the Credit Agreement or such other Loan Document;
(b) (i) the execution, delivery, and performance of this Agreement are within the corporate, limited partnership or limited liability company power, as appropriate, and authority of the Borrower and Guarantors and have been duly authorized by appropriate proceedings and (ii) this Agreement constitutes a legal, valid, and binding obligation of the Borrower and Guarantors, enforceable against the Borrower and Guarantors in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; and
(c) as of the effectiveness of this Agreement and after giving effect thereto, no Default or Event of Default has occurred and is continuing.
Section 6. Effectiveness. This Agreement shall become effective as of the date hereof upon the occurrence of all of the following:
(a) Documentation. The Administrative Agent shall have received this Agreement, duly and validly executed by the Borrower, the Guarantors, the Administrative Agent, the Issuing Bank and each Lender, in form and substance reasonably satisfactory to the Administrative Agent and such Lenders.
(b) Borrowing Base Increase Fee. The Borrower’s having paid to the Administrative Agent for the account of each Lender an increase upfront fee in an amount equal to 0.40% of the positive amount, if any, equal to (i) such Lender’s share of the Borrowing Base that will be effective upon the effectiveness of this Agreement, minus (ii) such Lender’s share of the Borrowing Base in effect under the Credit Agreement immediately prior to the effectiveness of this Agreement.
(c) Representations and Warranties. The representations and warranties in this Agreement being true and correct in all material respects before and after giving effect to this Agreement (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that such materiality qualifier shall not apply if such representation or warranty is already subject to a materiality qualifier in the Credit Agreement or such other Loan Document.
(d) No Default or Event of Default. There being no Default or Event of Default which has occurred and is continuing.
(e) Expenses. The Borrower’s having paid all costs, expenses, and fees which have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement or any other agreement.
Section 7. Effect on Loan Documents. Except as amended herein, the Credit Agreement and the Loan Documents remain in full force and effect as originally executed and are hereby ratified and confirmed, and nothing herein shall act as a waiver of any of the Administrative Agent’s or Lenders’ rights under the Loan Documents. This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement is a Default or Event of Default under other Loan Documents.
Section 8. Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York).
Section 9. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original.
THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
EXECUTED as of the date first set forth above.
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BORROWER: | ||
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EXTRACTION OIL & GAS HOLDINGS, LLC | |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Chief Financial Officer |
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GUARANTORS: | ||
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EXTRACTION OIL & GAS, LLC | |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Chief Financial Officer |
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XTR MIDSTREAM, LLC | |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Chief Financial Officer |
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7N, LLC | |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Chief Financial Officer |
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MOUNTAINTOP MINERALS, LLC | |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Chief Financial Officer |
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8 NORTH, LLC | |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Chief Financial Officer |
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO CREDIT AGREEMENT - EXTRACTION]
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ADMINISTRATIVE AGENT/ISSUING LENDER/LENDER: | |
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, | |
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as Administrative Agent, Issuing Lender and as a Lender | |
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By: |
/s/ Xxxxxx Xxxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxxx |
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Title: |
Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO CREDIT AGREEMENT - EXTRACTION]
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LENDERS: | |
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ROYAL BANK OF CANADA | |
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By: |
/s/ Xxxx Xxxxxxx, Xx. |
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Name: |
Xxxx Xxxxxxx, Xx. |
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Title: |
Authorized Signatory |
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO CREDIT AGREEMENT - EXTRACTION]
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BOKF, NA | |
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx X. Xxxxx |
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Title: |
Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO CREDIT AGREEMENT - EXTRACTION]
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XXXXXXX XXXXX BANK USA | |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Authorized Signatory |
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO CREDIT AGREEMENT - EXTRACTION]
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FIFTH THIRD BANK | |
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By: |
/s/ Xxxxxxxx X Xxx |
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Name: |
Xxxxxxxx X Xxx |
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Title: |
Director |
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO CREDIT AGREEMENT - EXTRACTION]
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SUNTRUST BANK | |
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By: |
/s/ Xxxxxxx Xxxxx |
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Name: |
Xxxxxxx Xxxxx |
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Title: |
Director |
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO CREDIT AGREEMENT - EXTRACTION]
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MUFG UNION BANK, N.A. | |
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By: |
/s/ Xxxxxxxx Xxxxxx |
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Name: |
Xxxxxxxx Xxxxxx |
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Title: |
Managing Director |
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO CREDIT AGREEMENT - EXTRACTION]
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KEYBANK NATIONAL ASSOCIATION | |
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By: |
/s/ Xxxxxx X. XxXxxx |
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Name: |
Xxxxxx X. XxXxxx |
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Title: |
Senior Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO CREDIT AGREEMENT - EXTRACTION]
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BARCLAYS BANK PLC | |
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By: |
/s/ Xxxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxxxx |
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Title: |
Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO CREDIT AGREEMENT - EXTRACTION]
SCHEDULE II
PRICING GRID
Applicable Margins
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Utilization Level* |
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Base Rate Loans |
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Eurodollar |
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Commitment Fee |
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Level I |
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0.75 |
% |
1.75 |
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0.375 |
% |
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Level II |
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1.00 |
% |
2.00 |
% |
0.375 |
% |
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Level III |
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1.25 |
% |
2.25 |
% |
0.500 |
% |
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Level IV |
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1.50 |
% |
2.50 |
% |
0.500 |
% |
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Level V |
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1.75 |
% |
2.75 |
% |
0.500 |
% |
* Utilization Levels are described below and are determined in accordance with the definition of “Utilization Level”.
1. Level I: If the Utilization Level is less than 25%.
2. Level II: If the Utilization Level is greater than or equal to 25% but less than 50%.
3. Level III: If the Utilization Level is greater than or equal to 50% but less than 75%.
4. Level IV: If the Utilization Level is greater than or equal to 75% but less than 90%.
5. Level V: If the Utilization Level is greater than or equal to 90%.
[SCHEDULE II TO AMENDMENT NO. 6 TO CREDIT AGREEMENT - EXTRACTION]
