AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
AMENDMENT NO. 6 TO
AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment No. 6 to Amended and Restated Credit Agreement (this “Agreement”) dated as of January 8, 2019 (the “Effective Date”), is among Extraction Oil & Gas, Inc., a Delaware corporation (the “Borrower”), 7N, LLC, a Delaware limited liability company (“7N”), 8 North, LLC, a Delaware limited liability company (“8 North”), Axis Exploration, LLC, a Delaware limited liability company (“Axis”), Extraction Finance Corp., a Delaware corporation (“Finance Corp.”), Mountaintop Minerals, LLC, a Delaware limited liability company (“MTM”), Table Mountain Resources, LLC, a Delaware limited liability company (“TMR”), XOG Services, Inc., a Colorado corporation (“XOG Inc.”), XOG Services, LLC, a Delaware limited liability company (“XOG LLC”), XTR Midstream, LLC, a Delaware limited liability company (together with 7N, 8 North, Axis, Finance Corp., MTM, TMR, XOG Inc., and XOG LLC, 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 Amended and Restated Credit Agreement dated as of August 16, 2017, as amended by that certain Increase Agreement, Joinder and Amendment No. 1 to Amended and Restated Credit Agreement dated as of October 11, 2017, the Master Assignment, Increase Agreement and Amendment No. 2 to Amended and Restated Credit Agreement dated as of January 5, 2018, the Consent Agreement and Amendment No. 3 to Amended and Restated Credit Agreement dated as of February 27, 2018, the Amendment No. 4 to Amended and Restated Credit Agreement dated as of May 23, 2018, and the Consent and Amendment No. 5 to Amended and Restated Credit Agreement dated as of October 2, 2018 (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 Amended and Restated Guaranty Agreement dated as of August 16, 2017 (the “Guaranty”) in favor of the Administrative Agent for the benefit of the Secured Parties (as defined in the Credit Agreement).
C.The Borrower has requested that the Lenders and the Administrative Agent, subject to the terms and conditions hereof 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 Effective Date, the Credit Agreement is amended as follows:
(a) Section 6.17 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Prepayment of Certain Debt and Other Obligations. No Loan Party shall prepay, redeem, purchase, defease, terminate, novate, unwind or otherwise satisfy prior to the scheduled maturity or expiration thereof in any manner, or make any payment in violation of any subordination terms of, any Debt, except (a) the prepayment of the Obligations in accordance with the terms of this Agreement, (b) regularly scheduled or required repayments or redemptions of Permitted Debt and refinancings and refundings of such Permitted Debt so long as such refinancings and refundings would otherwise comply with Section 6.1, and (c) the prepayment or redemption of Permitted Debt consisting solely of unsecured bonds so long as (i) no Default or Borrowing Base Deficiency is continuing or would result from such prepayment or redemption, (ii) before and after giving effect to such prepayment or redemption (and any Borrowings incurred in connection therewith), Availability is not less than 15% of the aggregate Maximum Credit Amount of all Lenders, and (iii) before and after giving effect to such prepayment or redemption (and any Borrowings incurred in connection therewith), the Net Leverage Ratio calculated on a pro forma basis is not greater than 2.75 to 1.00.
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.
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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 (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date of this Agreement, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) only as of such specified date.
(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 whether applied by a court of law or 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 the Majority Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Majority Lenders.
(b) 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.
(c) No Default or Event of Default. There being no Default or Event of Default which has occurred and is continuing.
(d) Expenses. The Borrower shall have 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.
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Section 7. Effect on Loan Documents. Except as consented to or 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 PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Remainder of page intentionally left blank; Signature pages follow.]
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EXECUTED as of the date first set forth above.
BORROWER: | ||||
EXTRACTION OIL & GAS, INC. | ||||
By: | /s/ Xxxxxxx X. Xxxxxx, Xx. | |||
Name: | Xxxxxxx X. Xxxxxx, Xx. | |||
Title: | Chief Financial Officer | |||
GUARANTORS: | ||||
7N, LLC | ||||
8 NORTH, LLC | ||||
AXIS EXPLORATION, LLC | ||||
EXTRACTION FINANCE CORP. | ||||
MOUNTAINTOP MINERALS, LLC | ||||
XOG SERVICES, INC. | ||||
XOG SERVICES, LLC | ||||
XTR MIDSTREAM, LLC | ||||
TABLE MOUNTAIN RESOURCES, LLC | ||||
Each By: | /s/ Xxxxxxx X. Xxxxxx, Xx. | |||
Name: | Xxxxxxx X. Xxxxxx, Xx. | |||
Title: | Chief Financial Officer | |||
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO
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ADMINISTRATIVE AGENT/ISSUING | ||||
LENDER/LENDER: | ||||
XXXXX FARGO BANK, NATIONAL | ||||
ASSOCIATION, | ||||
as Administrative Agent, Issuing Lender, and a | ||||
Lender | ||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Vice President | |||
[SIGNATURE PAGE AMENDMENT NO. 6 TO
AMENDED AND RESTATED CREDIT AGREEMENT – EXTRACTION]
LENDERS: | ||||
CREDIT SUISSE AG, | ||||
CAYMAN ISLANDS BRANCH, | ||||
as a Lender | ||||
By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | Authorized Signatory | |||
By: | /s/ Xxxxxxxxxxx Xxxxxxx | |||
Name: | Xxxxxxxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO
AMENDED AND RESTATED CREDIT AGREEMENT – EXTRACTION]
SUNTRUST BANK, | ||||
as a Lender | ||||
By: | /s/ Arize Agumadu | |||
Name: | Arize Agumadu | |||
Title: | Vice President | |||
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO
AMENDED AND RESTATED CREDIT AGREEMENT – EXTRACTION]
ABN AMRO CAPITAL USA LLC, | ||||
as a Lender | ||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Managing Director | |||
By: | /s/ Xxxxxxxx Xxxxx | |||
Name: | Xxxxxxxx Xxxxx | |||
Title: | Director | |||
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO
AMENDED AND RESTATED CREDIT AGREEMENT – EXTRACTION]
KEYBANK NATIONAL ASSOCIATION, | ||||
as a Lender | ||||
By: | /s/ Xxxxx X. Xxxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxxx | |||
Title: | Senior Vice President | |||
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO
AMENDED AND RESTATED CREDIT AGREEMENT – EXTRACTION]
CITIBANK, N.A., | ||||
as a Lender | ||||
By: | /s/ Xxxxx Xxx | |||
Name: | Xxxxx Xxx | |||
Title: | Vice President | |||
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO
AMENDED AND RESTATED CREDIT AGREEMENT – EXTRACTION]
XXXXXXX XXXXX BANK USA, | ||||
as a Lender | ||||
By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO
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ROYAL BANK OF CANADA, | ||||
as a Lender | ||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Authorized Signatory | |||
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO
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MERCURIA EASTERN US HOLDINGS LLC, | ||||
as a Lender | ||||
By: | /s/ Xxxxx Xxxxxxxxx | |||
Name: | Xxxxx Xxxxxxxxx | |||
Title: | Treasurer | |||
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO
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THE HUNTINGTON NATIONAL BANK, | ||||
as a Lender | ||||
By: | /s/ Xxxxxxxx Xxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxx | |||
Title: | Senior Vice President | |||
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO
AMENDED AND RESTATED CREDIT AGREEMENT – EXTRACTION]
PNC BANK, NATIONAL ASSOCIATION, | ||||
as a Lender | ||||
By: | /s/ Xxxxxxxx Xxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxx | |||
Title: | Director | |||
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO
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CAPITAL ONE, NATIONAL ASSOCIATION, | ||||
as a Lender | ||||
By: | /s/ Xxxx Xxxx Xx. | |||
Name: | Xxxx Xxxx Xx. | |||
Title: | Vice President | |||
[SIGNATURE PAGE TO AMENDMENT NO. 6 TO
AMENDED AND RESTATED CREDIT AGREEMENT – EXTRACTION]
