SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED
Exhibit 10.13
EXECUTION VERSION
SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED
This SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of December 20, 2019, by and among ANTERO RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). 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 defined below).
WITNESSETH:
WHEREAS, Borrower, the Guarantors, the Administrative Agent and the Lenders have entered into that certain Fifth Amended and Restated Credit Agreement, dated as of October 26, 2017 (as the same has been amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Agreement” and as further amended by this Amendment, the “Credit Agreement”); and
WHEREAS, Borrower has requested that Administrative Agent and the Lenders enter into this Amendment to amend certain terms of the Existing Agreement as set forth herein; and
WHEREAS, Administrative Agent, the Lenders, Borrower and Guarantors desire to amend the Existing Agreement as provided herein upon the terms and conditions set forth herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Borrower, the Guarantors, the Administrative Agent and the Majority Lenders hereby agree as follows:
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SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 2 of this Amendment, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Existing Agreement shall be amended, effective as of the Second Amendment Effective Date, in the manner provided in this Section 1. |
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1.1 Indebtedness. Section 7.01 of the Credit Agreement is hereby amended as follows: (i) Section 7.01(g) is hereby amended by deleting the word “and” at the end of such section, (ii) Section 7.01(h) is hereby re-lettered as a new Section 7.01(i), and (iii) a new Section 7.01(h) of the Credit Agreement is hereby added in its entirety to read as follows: |
(h) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business or consistent with past practice, including those incurred to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice; and
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SECTION 2. Conditions to Effectiveness. This Amendment shall be effective upon the date each of the conditions set forth in this Section 2 is satisfied (the “Second Amendment Effective Date”) |
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2.1 Execution and Delivery. Each Credit Party, at least the Majority Lenders and the Administrative Agent shall have executed and delivered this Amendment. |
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2.2 Certificates. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Credit Parties, this Amendment or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. |
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2.3 Other Documents. The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as the Administrative Agent or its special counsel may reasonably request, and all such documents shall be in form and substance reasonably satisfactory to the Administrative Agent. |
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2.4 Representations and Warranties. Each of the representations and warranties contained in the Credit Agreement and in each of the other Loan Documents shall be true and correct in all material respects on and as of the Second Amendment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date and any representation or warranty which is qualified by reference to “materiality” or “Material Adverse Effect” is true and correct in all respects). |
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2.5 No Default. No Default shall have occurred and be continuing as of the Second Amendment Effective Date. |
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2.6 Fees. The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Second Amendment Effective Date. |
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SECTION 3. Representations and Warranties of Credit Parties. To induce the Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to the Lenders as follows: |
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3.1 Reaffirmation of Representations and Warranties/Further Assurances. Both before and after giving effect to the amendments herein, each representation and warranty of such Credit Party contained in the Credit Agreement and in each of the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date and any representation or warranty which is qualified by reference to “materiality” or “Material Adverse Effect” is true and correct in all respects). |
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3.2 Corporate Authority; No Conflicts. The execution, delivery and performance by each Credit Party of this Amendment are within such Credit Party’s corporate or other organizational powers, have been duly authorized by necessary action, require no action by or in respect of, or filing with, any Governmental Authority and do not violate or constitute a default under any provision of any applicable law or other agreements binding upon any Credit Party or result in the creation or imposition of any Lien upon any of the assets of any Credit Party except for Permitted Liens and otherwise as permitted in the Credit Agreement. |
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3.3 Enforceability. This Amendment constitutes the valid and binding obligation of Borrower and each other Credit Party enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general application. |
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3.4 No Default. As of the date hereof, both before and immediately after giving effect to this Amendment, no Default has occurred and is continuing. |
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SECTION 4. Miscellaneous. |
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4.1 Reaffirmation of Loan Documents and Liens. Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in full force and effect and are hereby in all respects ratified and confirmed by each Credit Party. Borrower and each Guarantor hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof. |
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4.2 Parties in Interest. All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. |
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4.3 Legal Expenses. Each Credit Party hereby agrees to pay all reasonable fees and expenses of special counsel to the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related documents. |
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4.4 Counterparts. This Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this Amendment. |
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4.5 Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. |
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4.6 Headings. The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof. |
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4.7 Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York. |
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4.8 Reference to and Effect on the Loan Documents. |
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(a)This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Each reference in the Existing Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Existing Agreement or in any other Loan Document, or other agreements, documents or other instruments executed and delivered pursuant to the |
Existing Agreement to the “Credit Agreement”, shall mean and be a reference to the Existing Agreement as amended by this Amendment. |
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(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.]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their respective authorized officers to be effective as of the date first above written.
BORROWER:
ANTERO RESOURCES CORPORATION
By:/s/ Xxxxx X. Xxxxxx
Name:Xxxxx X. Xxxxxx
Title: Chief Administrative Officer,
Regional Senior Vice President and
Treasurer
GUARANTOR:
ANTERO SUBSIDIARY HOLDINGS LLC
MONROE PIPELINE LLC
By:/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Chief Administrative Officer, Regional Senior Vice President and Treasurer
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Issuing Bank and a Lender
By:/s/ Xxxxx Xxxxxx
Name:Xxxxx Xxxxxx
Title:Authorized Officer
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
XXXXX FARGO BANK, N.A.,
as Issuing Bank and a Lender
By:/s/ Xxxxxxxx Xxxxxxx
Name:Xxxxxxxx Xxxxxxx
Title:Director
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
BMO XXXXXX BANK N.A.,
as a Lender
By:/s/ Xxxxxxx Xxxxxxx
Name:Xxxxxxx Xxxxxxx
Title:Director
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender
By:/s/ Xxxxxx Xxxxxx
Name:Xxxxxx Xxxxxx
Title:Vice President
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
CITIBANK, N.A.,
as a Lender
By:/s/ Xxxxxxx Xxxxxx
Name:Xxxxxxx Xxxxxx
Title:Vice President
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
as a Lender
By:/s/ Xxxxxxx Xxxxxx
Name:Xxxxxxx Xxxxxx
Title:Managing Director
By:/s/ Xxxxxx Xxxxxxxx
Name:Xxxxxx Xxxxxxxx
Title:Director
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
THE BANK OF NOVA SCOTIA, HOUSTON BRANCH
as a Lender
By:/s/ Xxxx Xxxxxx
Name:Xxxx Xxxxxx
Title:Managing Director and Co-Head US Corporate Banking Energy
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
BBVA USA,
as a Lender
By:/s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title:Senior Vice President
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH,
as a Lender
By:/s/ Xxxxx Xxxxxx
Name:Xxxxx Xxxxxx
Title:Authorized Signatory
By:/s/ Xxxxx X. Danvers
Name:Xxxxx X. Danvers
Title:Authorized Signatory
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Lender
By:/s/ Xxxxx Xxxxx
Name:Xxxxx Xxxxx
Title:Authorized Signatory
By:/s/ Xxxxxxx Dayer
Name:Xxxxxxx Xxxxx
Title:Authorized Signatory
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
DNB CAPITAL LLC,
as a Lender
By:/s/ Xxxxx Xxxxxxxxxxx
Name:Xxxxx Xxxxxxxxxxx
Title:First Vice President
By:/s/ Xxxxx Xxx Xxxxx
Name:Xxxxx Xxx Xxxxx
Title:First Vice President
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
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
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
SUMITOMO MITSUI BANKING CORPORATION,
as a Lender
By:/s/ Xxxxxxx Xxxxxxx
Name:Xxxxxxx Xxxxxxx
Title:Executive Director
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
as a Lender
By:/s/ Xxxxx Xxx
Name:Xxxxx Xxx
Title:Authorized Signatory
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
TRUIST BANK, formerly known as Branch Banking and Trust Company,
as a Lender
By:/s/ Xxxx Xxxxxxx
Name:Xxxx Xxxxxxx
Title:Senior Vice President
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
COMERICA BANK,
as a Lender
By:/s/ Xxxx Xxxxx
Name:Xxxx Xxxxx
Title:Executive Vice President
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
PNC BANK NATIONAL ASSOCIATION,
as a Lender
By:/s/ Xxxxxxxx X. Xxxx
Name:Xxxxxxxx X. Xxxx
Title:Assistant Vice President
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
TRUIST BANK, successor by merger to SunTrust Bank,
as a Lender
By:/s/ Xxxxx Xxxxxx
Name:Xxxxx Xxxxxx
Title:Managing Director
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:/s/ Xxxx X. Xxxxxx
Name:Xxxx X. Xxxxxx
Title:Senior Vice President
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
ROYAL BANK OF CANADA,
as a Lender
By:/s/ Xxxx Xxxxxxxxxx
Name:Xxxx Xxxxxxxxxx
Title:Authorized Signatory
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ANTERO RESOURCES CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT |
SIGNATURE PAGE |
