SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the "Seventh Amendment to Third Amended and Restated Credit Agreement," or this "Amendment") is entered into effective as of October 30, 2014, among VANGUARD NATURAL GAS, LLC, a Kentucky limited liability company ("Borrower"), and CITIBANK, N.A., as Administrative Agent and L/C Issuer (the "Administrative Agent"), and the financial institutions party hereto (the "Lenders").
R E C I T A L S
A. Borrower, the financial institutions signing as Lenders and Administrative Agent are parties to a Third Amended and Restated Credit Agreement dated as of September 30, 2011, and as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 30, 2011, and as amended by a Second Amendment to Third Amended and Restated Credit Agreement dated as of June 29, 2012, and as amended by a Third Amendment to Third Amended and Restated Credit Agreement dated as of December 31, 2012, and as amended by a Fourth Amendment to Third Amended and Restated Credit Agreement dated as of April 16, 2013, and as amended by a Fifth Amendment to Third Amended and Restated Credit Agreement dated as of November 5, 2013, and as amended by a Sixth Amendment to Third Amended and Restated Credit Agreement dated as of April 30, 2014 (collectively, the "Original Credit Agreement").
B. Borrower has requested certain amendments to the Original Credit Agreement as set forth herein. Accordingly, the parties desire to amend the Original Credit Agreement as hereinafter provided.
NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Same Terms. All terms used herein which are defined in the Original Credit Agreement shall have the same meanings when used herein, unless the context hereof otherwise requires or provides. In addition, (i) all references in the Loan Documents to the "Agreement" shall mean the Original Credit Agreement, as amended by this Amendment, as the same shall hereafter be amended from time to time, and (ii) all references in the Loan Documents to the "Loan Documents" shall mean the Loan Documents, as amended by this Amendment or the Modification Papers, as the same shall hereafter be amended from time to time. In addition, the following terms have the meanings set forth below:
"Effective Date" means the date on which the conditions specified in Section 2 below are satisfied (or waived in writing by the Administrative Agent).
"Modification Papers" means this Amendment and each of the other documents and agreements executed in connection with the transactions contemplated by this Amendment.
2. Conditions Precedent. The obligations, agreements and waivers of Lenders as set forth in this Amendment are subject to the satisfaction (in the opinion of Administrative Agent), unless waived in writing by Administrative Agent, of each of the following conditions:
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A. Seventh Amendment to Third Amended and Restated Credit Agreement. This Amendment shall be executed and delivered by each of the parties hereto.
B. Fees and Expenses. Administrative Agent shall have received payment of all out-of-pocket fees and expenses (including reasonable attorneys' fees and expenses) incurred by Administrative Agent in connection with the preparation, negotiation and execution of the Modification Papers.
C. No Event of Default. No Event of Default exists or will exist as a result of the execution of this Amendment.
3. Amendments to Original Credit Agreement. On the Effective Date, the Original Credit Agreement shall be amended as follows:
(a) Section 9.02(c) of the Original Credit Agreement shall be amended to read in its entirety as follows:
"(c) Debt under Capital Leases not to exceed $35,000,000."
(b) Section 9.04(e) of the Original Credit Agreement shall be amended to read in its entirety as follows:
"(e) so long as (i) no Default has occurred and is continuing or would result from the making of such Restricted Payment, and (ii) there exists no Borrowing Base Deficiency, the Borrower may make Restricted Payments to the Parent, provided that, notwithstanding the foregoing, the Borrower may only make Restricted Payments that are intended to be used by the Parent to repurchase its Equity Interests (x) in an aggregate amount of $50,000,000 for all such Restricted Payments over the term of this Agreement and (y) so long as both immediately before and after such repurchase of its Equity Interests, the amount of Available Funds is not less than 10% of the Aggregate Commitments."
4. Certain Representations. Borrower represents and warrants that, as of the Effective Date: (a) Borrower has full power and authority to execute the Modification Papers and the Modification Papers constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights generally; and (b) no authorization, approval, consent or other action by, notice to, or filing with, any governmental authority or other person is required for the execution, delivery and performance by Borrower thereof. In addition, Borrower represents that after giving effect to this Amendment all representations and warranties contained in the Original Credit Agreement and the other Loan Documents are true and correct in all material respects (except that any representation or warranty that is qualified as to materiality shall be true and correct in all respects) on and as of the Effective Date as if made on and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects (except that any representation or warranty that is qualified as to materiality shall be true and correct in all respects) as of such earlier date.
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5. No Further Amendments. Except as previously amended in writing or as amended hereby, the Original Credit Agreement shall remain unchanged and all provisions shall remain fully effective between the parties.
6. Acknowledgments and Agreements. Borrower acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms, and Borrower waives any defense, offset, counterclaim or recoupment with respect thereto. Borrower, Administrative Agent, Issuing Bank and each Lender do hereby adopt, ratify and confirm the Original Credit Agreement, as amended hereby, and acknowledge and agree that the Original Credit Agreement, as amended hereby, is and remains in full force and effect. Borrower acknowledges and agrees that its liabilities and obligations under the Original Credit Agreement, as amended hereby, and under the Loan Documents, are not impaired in any respect by this Amendment. Any breach of any representations, warranties and covenants under this Amendment shall be an Event of Default under the Original Credit Agreement.
7. Limitation on Agreements. The modifications set forth herein are limited precisely as written and shall not be deemed (a) to be a consent under or a waiver of or an amendment to any other term or condition in the Original Credit Agreement or any of the Loan Documents, or (b) to prejudice any right or rights which Administrative Agent now has or may have in the future under or in connection with the Original Credit Agreement and the Loan Documents, each as amended hereby, or any of the other documents referred to herein or therein. The Modification Papers shall constitute Loan Documents for all purposes.
8. Confirmation of Security. Borrower hereby confirms and agrees that all of the Security Instruments which presently secure the Obligations shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Obligations as described in the Original Credit Agreement as modified by this Amendment.
9. Counterparts. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which constitute one instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto.
10. Incorporation of Certain Provisions by Reference. The provisions of Section 12.09 of the Original Credit Agreement captioned "GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS; WAIVER OF JURY TRIAL" are incorporated herein by reference for all purposes.
11. Entirety, Etc. This Amendment and all of the other Loan Documents embody the entire agreement between the parties. THIS AMENDMENT AND ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[This space is left intentionally blank. Signature pages follow.]
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The parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
BORROWER: VANGUARD NATURAL GAS, LLC
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Executive Vice President
and Chief Financial Officer
and Chief Financial Officer
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ADMINISTRATIVE AGENT: CITIBANK, N.A.
as Administrative Agent
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Vice President
LENDERS: CITIBANK, N.A.
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Vice President
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LENDERS: XXXXX FARGO BANK, N.A.
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Director
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LENDERS: ABN AMRO CAPITAL USA LLC
By: /s/ Xxxxxxxxx Xxxxxxx
Name: Xxxxxxxxx Xxxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Managing Director
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LENDERS: | BANK OF AMERICA, N.A. |
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
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LENDERS: BANK OF MONTREAL
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Director
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LENDERS: BARCLAYS BANK PLC
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
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LENDERS: | CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH |
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Authorized Signatory
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
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LENDERS: CREDIT AGRICOLE CORPORATE &
INVESTMENT BANK
INVESTMENT BANK
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Managing Director
By: /s/ Xxxx Xxx
Name: Xxxx Xxx
Title: Director
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LENDERS: CREDIT SUISSE AG, Cayman Islands Branch
By: /s/ Xxxxxxxxxxx Xxx
Name: Xxxxxxxxxxx Xxx
Title: Authorized Signatory
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
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LENDERS: DEUTSCHE BANK AG NEW YORK BRANCH
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
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LENDERS: FIFTH THIRD BANK
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Director
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LENDERS: ING CAPITAL LLC
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Managing Director
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Director
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LENDERS: JPMORGAN CHASE BANK, N.A.
By: /s/ Jo Xxxxx Xxxxxxxxx
Name: Jo Xxxxx Xxxxxxxxx
Title: Authorized Officer
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LENDERS: NATIXIS, NEW YORK BRANCH
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Vice President
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LENDERS: PNC BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: AVP and Officer
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LENDERS: ROYAL BANK OF CANADA
By: /s/ Xxxx Xxxxxxx, Xx.
Name: Xxxx Xxxxxxx, Xx.
Title: Authorized Signatory
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LENDERS: | SUMITOMO MITSUI BANKING |
CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
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LENDERS: THE BANK OF NOVA SCOTIA
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Director
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LENDERS: CITIZENS BANK, N.A.
By: /s/ Xxxxx XxXxxxx
Name: Xxxxx XxXxxxx
Title: Assistant Vice President
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LENDERS: U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
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LENDERS: UBS AG, STAMFORD BRANCH
By: /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Associate Director
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Associate Director
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LENDERS: BRANCH BANKING AND TRUST COMPANY
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
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LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: Senior Vice President
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LENDERS: COMERICA BANK
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Senior Vice President
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LENDERS: COMMONWEALTH BANK OF AUSTRALIA
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Director
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LENDERS: XXXXXX XXXXXXX BANK, N.A.
By: /s/ Xxxxxxxxxxx Xxxxxxxx
Name: Xxxxxxxxxxx Xxxxxxxx
Title: Authorized Signatory
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LENDERS: ASSOCIATED BANK, N.A.
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: AVP
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LENDERS: AMEGY BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
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LENDERS: WHITNEY BANK
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
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LENDERS: THE HUNTINGTON NATIONAL BANK
By: /s/ Xxxxxxxxxxx Xxxxx
Name: Xxxxxxxxxxx Xxxxx
Title: Vice President
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LENDERS: SUNTRUST BANK
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President
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