SECOND AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.1
EXECUTION VERSION
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 16, 2018, is among RSP Permian, L.L.C., a Delaware limited liability company (the “Borrower”), each of the undersigned Guarantors, each of the undersigned Lenders and JPMorgan Chase Bank, N.A., 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 Parent, the Borrower, the Administrative Agent, Comerica Bank, as the Predecessor Agent, and the banks and other financial institutions from time to time party thereto are parties to that certain Credit Agreement dated as of December 19, 2016 (as amended, modified, restated, or otherwise supplemented to date, the “Credit Agreement”), pursuant to which the Lenders have made certain credit and other financial accommodations available to and on behalf of the Borrower.
B. The Borrower has requested and the Administrative Agent and each of the Lenders have agreed to amend certain provisions of the Credit Agreement and to redetermine the Borrowing Base, in each case as set forth herein.
C. NOW, THEREFORE, 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; References. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Amendment. Unless otherwise indicated, all references in this Amendment to articles, schedules and sections refer to articles, schedules and sections of the Credit Agreement.
Section 2. Amendments to the Credit Agreement.
2.1 Amendments to Section 1.02. The defined term “Applicable Margin” contained in Section 1.02 is hereby amended and restated in its entirety to read as follows:
“Applicable Margin” means, for any period, with respect to any ABR Revolving Credit Loan, ABR Swing Line Loan, or Eurodollar Revolving Credit Loan, as the case may be, (i) if as of the last day of such period, the ratio of (a) the consolidated Total Debt of the Parent and the other Credit Parties as of such time to (b) the Consolidated EBITDAX of the Parent and the other Credit Parties for the four fiscal quarters then ended remains less than 3.00 to 1.0, the rate per annum set forth in the Commitment Utilization Grid set forth on Part I of Schedule 1.1 or (ii) if as of the last day of such period, the ratio of (a) the consolidated Total Debt of the Parent and the other Credit Parties as of such time to (b) the Consolidated EBITDAX of the Parent and the other Credit Parties for the four fiscal quarters then ended is greater than or equal to 3.00 to 1.0, the rate per annum set forth in the Commitment Utilization Grid set forth on Part II of Schedule 1.1, in each case based upon the Commitment Utilization Percentage then in effect.
2.2 Amendment to Schedule 1.1. Schedule 1.1 of the Credit Agreement is hereby replaced with Schedule 1.1 attached hereto.
Section 3. May 1, 2018 Scheduled Redetermination. Pursuant to Section 2.06, the Administrative Agent and each of the Lenders have determined that on the Second Amendment Effective
Date (as hereinafter defined) the Borrowing Base shall be maintained at $1,500,000,000, and shall remain the Borrowing Base until otherwise redetermined or adjusted in accordance with the Credit Agreement. The parties hereto agree that the redetermination of the Borrowing Base set forth herein is the May 1, 2018 Scheduled Redetermination. This Section 3 constitutes the New Borrowing Base Notice for the May 1, 2018 Scheduled Redetermination. For the avoidance of doubt, the Aggregate Elected Commitment Amount is $900,000,000 and shall remain the Aggregate Elected Commitment Amount until otherwise adjusted in accordance with the Credit Agreement.
Section 4. Conditions Precedent to Amendment Effectiveness. This Amendment shall become effective on the date when each of the following conditions is satisfied (or waived in accordance with Section 12.02) (such date, the “Second Amendment Effective Date”):
(a) The Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from each of the Credit Parties and each of the Lenders.
(b) The Administrative Agent shall have received, to the extent invoiced, reimbursement or payment of expenses required to be reimbursed or paid by the Borrower pursuant to this Amendment or any other Loan Document (including, without limitation, the reasonable fees and expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent).
Section 5. Miscellaneous.
5.1 No Waiver of Violations. Neither the execution and delivery of this Amendment by the Administrative Agent and the Lenders party hereto, nor any other act or omission by the Administrative Agent, the Lenders or their respective officers in connection herewith, shall be deemed a waiver by the Administrative Agent or the Lenders of any Defaults or Events of Default which may exist or which may occur in the future under the Credit Agreement and/or the other Loan Documents (collectively, “Violations”). Similarly, noting contained in this Amendment shall directly or indirectly in any way whatsoever either: (i) except as expressly set forth herein, be a consent or agreement to, or waiver or modification of any other term or condition of the Credit Agreement or any other documents associated with the transactions contemplated therein or herein, (ii) impair, prejudice or otherwise adversely affect the Administrative Agent’s or the Lenders’ right at any time to exercise any right, privilege or remedy which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document, or under applicable law with respect to any Violations or (iii) be an assurance or promise that waivers or consents will be granted in the future, whether for the matters herein stated or for other unrelated matters. The Administrative Agent and the Lenders expressly reserve all rights and remedies that they may have under the Credit Agreement and the other Loan Documents, whether at law or in equity.
5.2 Confirmation. All of the terms and provisions of the Credit Agreement, as amended by this Amendment, are, and shall remain, in full force and effect following the effectiveness of this Amendment. Neither the execution of this Amendment by the Administrative Agent or the Lenders, nor any other act or omission by the Administrative Agent or any of the Lenders or their respective officers in connection herewith, shall be deemed to be an agreement by the Administrative Agent or the Lenders to agree to any future amendments, waivers or otherwise.
5.3 Representations and Warranties. Each of the Credit Parties hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends 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, except as
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expressly amended or modified hereby and (c) represents and warrants to the Lenders that as of the Second Amendment Effective Date, after giving effect to the terms of this Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be 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 continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date, and (ii) no Default or Event of Default has occurred and is continuing.
5.4 Loan Document. This Amendment is a Loan Document.
5.5 Counterparts. This 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 Amendment by facsimile or electronic transmission (including “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof.
5.6 NO ORAL AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.
5.7 GOVERNING LAW. Section 12.09 is incorporated herein mutatis mutandis.
5.8 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
[SIGNATURES BEGIN NEXT PAGE]
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The parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
| PARENT: | RSP PERMIAN, INC. | |||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Vice President and General Counsel | |||||
| BORROWER: | RSP PERMIAN, L.L.C. | |||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Vice President and General Counsel | |||||
Signature Page
RSP Second Amendment
| JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender | ||
| By: | /s/ Jo Xxxxx Xxxxxxxxx | |
| Name: | Jo Xxxxx Xxxxxxxxx | |
| Title: | Authorized Officer | |
Signature Page
RSP Second Amendment
| COMERICA BANK, as a Lender | ||
| By: | /s/ Xxxxxxx X. XxXxxxx | |
| Name: | Xxxxxxx X. XxXxxxx | |
| Title: | Vice President | |
Signature Page
RSP Second Amendment
| CITIBANK, N.A., as a Lender | ||
| By: | /s/ Xxxxxxx XxXxxxx | |
| Name: | Xxxxxxx XxXxxxx | |
| Title: | Senior Vice President | |
Signature Page
RSP Second Amendment
| ABN AMRO CAPITAL USA LLC, as a Lender | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Managing Director | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Executive Director | |
Signature Page
RSP Second Amendment
| BOKF NA, BDA BANK OF TEXAS, as a Lender | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: | Xxxxx Xxxxxxxx | |
| Title: | Vice President | |
Signature Page
RSP Second Amendment
| ROYAL BANK OF CANADA, as a Lender | ||
| By: | /s/ Xxx X. XxXxxxxxxxx | |
| Name: | Xxx X. XxXxxxxxxxx | |
| Title: | Authorized Signatory | |
Signature Page
RSP Second Amendment
| U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Title: | Senior Vice President | |
Signature Page
RSP Second Amendment
| BANK OF AMERICA, N.A. , as a Lender | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Director | |
Signature Page
RSP Second Amendment
| COMPASS BANK, as a Lender | ||
| By: | /s/ Xxxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxxx Xxxxxxxx | |
| Title: | Vice President | |
Signature Page
RSP Second Amendment
| BARCLAYS BANK PLC, as a Lender | ||
| By: | /s/ Sydney X. Xxxxxx | |
| Name: | Sydney X. Xxxxxx | |
| Title: | Director | |
Signature Page
RSP Second Amendment
| THE BANK OF NOVA SCOTIA, as a Lender | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Director | |
Signature Page
RSP Second Amendment
| CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxxx | |
| Title: | Authorized Signatory | |
| By: | /s/ Xxxxxx Xxxx | |
| Name: | Xxxxxx Xxxx | |
| Title: | Authorized Signatory | |
Signature Page
RSP Second Amendment
| CAPITAL ONE BANK, NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | Managing Director | |
Signature Page
RSP Second Amendment
| ING CAPITAL LLC, as a Lender | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Managing Director | |
| By: | /s/ Xxxxxxx Xxxx | |
| Name: | Xxxxxxx Xxxx | |
| Title: | Managing Director | |
Signature Page
RSP Second Amendment
| BMO XXXXXX BANK, N.A., as a Lender | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: | Xxxxxxx Xxxxx | |
| Title: | Director | |
Signature Page
RSP Second Amendment
| FIFTH THIRD BANK, as a Lender | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Director | |
Signature Page
RSP Second Amendment
| PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | Managing Director | |
Signature Page
RSP Second Amendment
| THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Authorized Signatory | |
Signature Page
RSP Second Amendment
| KEYBANK NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | Senior Vice President | |
Signature Page
RSP Second Amendment
| BRANCH BANKING & TRUST, as a Lender | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
Signature Page
RSP Second Amendment
| XXXXXXX XXXXX BANK USA, as a Lender | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxx | |
| Title: | Authorized Signatory | |
Signature Page
RSP Second Amendment
SCHEDULE 1.1
APPLICABLE MARGIN
PART I
Commitment Utilization Grid
| Level I | Level II | Level III | Level IV | Level V | ||||||
| Commitment Utilization Percentage |
<25% | >25% <50% | >50% <75% | >75% <90% | >90% | |||||
| Eurodollar Revolving Credit Loans |
1.25% | 1.50% | 1.75% | 2.00% | 2.25% | |||||
| Letters of Credit |
1.25% | 1.50% | 1.75% | 2.00% | 2.25% | |||||
| ABR Revolving Credit Loans |
0.25% | 0.50% | 0.75% | 1.00% | 1.25% | |||||
| ABR Swing Line Loans |
0.25% | 0.50% | 0.75% | 1.00% | 1.25% | |||||
| Commitment Fee Rate |
0.375% | 0.375% | 0.50% | 0.50% | 0.50% |
PART II
| Level I | Level II | Level III | Level IV | Level V | ||||||
| Commitment Utilization Percentage |
<25% | >25% <50% | >50% <75% | >75% <90% | >90% | |||||
| Eurodollar Revolving Credit Loans |
1.50% | 1.75% | 2.00% | 2.25% | 2.50% | |||||
| Letters of Credit |
1.50% | 1.75% | 2.00% | 2.25% | 2.50% | |||||
| ABR Revolving Credit Loans |
0.50% | 0.75% | 1.00% | 1.25% | 1.50% | |||||
| ABR Swing Line Loans |
0.50% | 0.75% | 1.00% | 1.25% | 1.50% | |||||
| Commitment Fee Rate |
0.375% | 0.375% | 0.50% | 0.50% | 0.50% |
Schedule 1.1
