FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.1
Execution Version
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of October 3,
2011, is made by and among QRE OPERATING, LLC, a Delaware limited liability company
(“Borrower”); QR ENERGY, LP, a Delaware limited partnership (“QRE MLP”); QRE GP,
LLC, a Delaware limited liability company (“General Partner”); XXXXX FARGO BANK, NATIONAL
ASSOCIATION (in its individual capacity, “Xxxxx Fargo”) as administrative agent (in such
capacity, together with its successors in such capacity, the “Administrative Agent”) for
the financial institutions (collectively the “Lenders”) party to the hereinafter-defined
Credit Agreement; and the undersigned Lenders.
W I T N E S S E T H:
WHEREAS, Borrower, QRE MLP, General Partner, the Administrative Agent and the Lenders entered
into a Credit Agreement dated as of December 17, 2010 (the “Credit Agreement”);
NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations
and warranties herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Borrower, the Administrative Agent and the undersigned
Lenders do hereby agree as follows:
1. Section 1.02 of the Credit Agreement is hereby amended as follows:
(a) The definition of “Agreement” is amended and restated in its entirety as follows:
“Agreement” means this Credit Agreement, as the same may from time
to time be amended, modified, supplemented or restated, including, without
limitation, by the First Amendment.
(b) The definition of “Consolidated Net Income” is amended by adding the following two
sentences at the end thereof:
For purposes of calculating Consolidated Net Income for any period prior to
the Reference Period ending on the fourth fiscal quarter after the First
Amendment Effective Date, such calculation shall be made on a pro forma
basis after giving effect to the 2011 Transactions as if the 2011
Transactions had been consummated on the first day of the applicable
Reference Period. The one-time exclusion to Consolidated Net Income
provided for in the Consent Agreement dated as of August 4, 2011, among the
Borrower, the Administrative Agent and the Lenders signatory thereto shall
be effective as provided therein.
(c) The definition of “Debt” is amended by adding a new sentence at the end thereof as
follows:
For the avoidance of doubt, Debt for QRE MLP shall not include the Class C
Convertible Preferred Units so long as such units do not constitute
Disqualified Capital Stock.
(d) The definition of “EBITDAX” is amended by amending and restating the first
sentence thereof as follows:
“EBITDAX” means, for any period, the Consolidated Net Income for
such period plus, without duplication, the following charges and
expenses, to the extent deducted from Consolidated Net Income for such
period, the sum of (a) interest, income taxes, depreciation, depletion,
amortization, exploration and abandonment expenses, (b) transaction costs,
expenses and charges with respect to the Transactions deducted from
Consolidated Net Income pursuant to SFAS 141(R), (c) the Management
Incentive Fee and (d) all other noncash charges, and minus, without
duplication and to the extent included in Consolidated Net Income for such
period, all noncash income, in each case, of QRE MLP and its Consolidated
Subsidiaries.
(e) The definition of “QRE Partnership Agreement” is hereby amended and restated in
its entirety as follows:
“QRE Partnership Agreement” means the First Amended and Restated
Agreement of Limited Partnership of QRE MLP, dated as of the Effective Date,
as amended by that certain Amendment No. 1 to the First Amended and Restated
Agreement of Limited Partnership of QRE MLP, dated as of October 3, 2011,
and all side letters and other written agreements entered into by the
general partner of QRE MLP, to or with any limited partner of QRE MLP, in
each case as the same may from time to time be amended, modified or
supplemented.
(f) The definition of “Restricted Payment” is amended by adding a new sentence at the
end thereof as follows:
For the avoidance of doubt, the parties agree that the payment of any Management
Incentive Fee constitutes a Restricted Payment.
(g) The definition of “Total Debt” is amended by adding the phrase “(excluding the
undrawn amount of any outstanding Letters of Credit)” after the word “Debt” therein.
(h) The definition of “Transactions” is amended by adding the phrase “and the
consummation of the 2011 Transactions,” to the end of clause (a) thereof.
(i) The definition of “Transaction Documents” is amended and restated in its entirety
as follows:
“Transaction Documents” means (a) the agreements, instruments or
certificates described or referred to on Schedule 1.02(B) and all
other
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agreements, instruments or documents entered into on or before the Effective
Date in connection with the foregoing and (b) the 2011 Transaction
Documents.
(j) By adding the following defined terms in appropriate alphabetical order:
“2011 Transactions” means the consummation of the asset dropdown
from each of Xxxxxxx Xxxxxxxxx X0, XX, XXX Carried WI, LP, QAC Carried WI,
LP, and Black Diamond Resources, LLC to the Borrower and the execution and
delivery of the 2011 Transaction Documents, each in form and substance
satisfactory to the Arrangers.
“2011 Transaction Documents” means the agreements and instruments
described or referred to on Schedule I to the First Amendment and
all other agreements, instruments or documents entered into on or before the
First Amendment Effective Date in connection with the foregoing.
“2011 Transaction Properties” means all Property proposed to be
acquired by QRE MLP, the Borrower or its Subsidiaries on or before the First
Amendment Effective Date pursuant to the 2011 Transaction Documents.
“Class C Convertible Preferred Units” has the meaning assigned to
such term in the QRE Partnership Agreement.
“First Amendment” means that certain First Amendment to Credit
Agreement dated as of October 3, 2011, by and among Borrower, QRE MLP,
General Partner, the Administrative Agent and the Lenders.
“First Amendment Effective Date” shall mean the date on which the
conditions specified in Section 8 of the First Amendment are
satisfied (or waived in accordance with Section 12.02).
“Management Incentive Fee” has the meaning assigned to such term in
the QRE Partnership Agreement.
2. Section 2.07(a) of the Credit Agreement is hereby amended by amending and restating
the first sentence thereof as follows:
For the period from and including the First Amendment Effective Date to but
excluding the first Redetermination Date to occur after such date, the
amount of the Borrowing Base shall be $630,000,000.
3. Section 7.20 of the Credit Agreement is hereby amended by amending and restating
the first sentence thereof as follows:
The proceeds of the Loans and the Letters of Credit shall be used (i) to
provide funds for the exploration, development and/or acquisition of oil and
gas properties, including, without limitation, the acquisition by the
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Obligors of the Assets and the 2011 Transaction Properties acquired pursuant
to the Transaction Documents, including the repayment of debt assumed in
connection with the acquisition of the Assets and the 2011 Transaction
Properties, and (ii) for working capital and other general corporate
purposes, including permitted Restricted Payments.
4. Section 9.02(f) of the Credit Agreement is hereby amended by changing the number
therein from “$10,000,000” to “$20,000,000”.
5. Section 9.02(g) of the Credit Agreement is hereby amended by changing the number
therein from “$25,000,000” to “$50,000,000”.
(a) Section 9.04
of the Credit Agreement is hereby amended by deleting the phrase “and
the Borrowing Base Utilization is less than 95% before and after giving effect thereto,” from lines
11 and 12 thereof.
6. Section 9.14 of the Credit Agreement is hereby amended and restated in its entirety
as follows:
Transactions with Affiliates; Management Fees. QRE MLP will not,
and will not permit any of its Subsidiaries to, enter into any transaction
including, without limitation, any purchase, sale, lease or exchange of
Property or the rendering of any service, with any Affiliate (other than the
Guarantors and Wholly-Owned Subsidiaries of the Borrower) (excluding
agreements in effect on the Effective Date, services agreements, managerial
agreements, operating agreements and arrangements with Affiliates relating
to future acquisitions) (a) unless such transactions are not otherwise
prohibited under this Agreement and are upon fair and reasonable terms no
less favorable to it than it would obtain in a comparable arm’s length
transaction with a Person not an Affiliate and (b) so long as no Borrowing
Base Deficiency or Event of Default has occurred and is continuing or would
exist after giving effect thereto, the Borrower may pay management fees,
costs and expenses currently permitted as of the Effective Date under
organizational documents and management agreements of the Borrower and its
Affiliates, as such agreements and documents may be amended, supplemented or
replaced in the future, ; provided that any amendment, modification
or replacement that results in increasing such management fees, costs and
expenses shall require the consent of the Administrative Agent, such consent
not to be unreasonably withheld or delayed.
7. New Lenders and Reallocation of Commitments. The Lenders have agreed among
themselves to reallocate the Commitments, Aggregate Maximum Credit Amount and aggregate Revolving
Credit Exposures and to, among other things, allow certain financial institutions identified by the
Arrangers, in consultation with the Borrower, to become parties to the Credit Agreement as Lenders
(each, a “New Lender”) by acquiring an interest in the Commitments, Aggregate Maximum
Credit Amount and aggregate Revolving Credit Exposures.
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Each of the Administrative Agent and the Borrower hereby consent to (i) the reallocation of
the Commitments, Aggregate Maximum Credit Amount and aggregate Revolving Credit Exposures and (ii)
each New Lender’s acquisition of an interest in the Commitments, Aggregate Maximum Credit Amount
and aggregate Revolving Credit Exposures. The assignments by the existing Lenders necessary to
effect the reallocation of the Commitments, Aggregate Maximum Credit Amount and aggregate Revolving
Credit Exposures and the assumptions by the New Lenders necessary for such New Lenders to acquire
such interests are hereby consummated pursuant to the terms and provisions of this Section
7 and of Section 12.04(b) of the Credit Agreement, and each Lender, including the New
Lenders, is deemed to have consummated such assignments and assumptions pursuant to the terms,
provisions and representations of the Assignment and Assumption attached as Exhibit G to
the Credit Agreement as if each Lender, including the New Lenders, had executed and delivered an
Assignment and Assumption (with the Effective Date, as defined therein, being the First Amendment
Effective Date); provided that the Administrative Agent hereby waives the $3,500 processing and
recordation fee set forth in Section 12.04(b)(ii)(C) of the Credit Agreement with respect
to the assignments and assumptions contemplated by this Section 7; provided further that
any New Lender that is a Foreign Lender shall have delivered to the Borrower (with a copy to the
Administrative Agent) the documentation required pursuant to Section 5.03(e) of the Credit
Agreement. On the First Amendment Effective Date and after giving effect to such assignments and
assumptions, the Applicable Percentage, the Applicable Percentage of the Borrowing Base and Maximum
Credit Amount of each Lender shall be as set forth on Annex I to this Amendment. Each
Lender hereby consents and agrees to the Applicable Percentages, Borrowing Base Allocations and
Maximum Credit Amounts set forth on Annex I to this Amendment. To the extent requested by
any Lender, and in accordance with Section 5.02 of the Credit Agreement, the Borrower shall
pay to such Lender, within the time period prescribed by Section 5.02 of the Credit
Agreement, any amounts required to be paid by Borrower under Section 5.02 of the Credit
Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any
Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in
connection with the reallocation contemplated by this Section 7. Notwithstanding any
provision in Section 12.04(b) to the contrary, all parties hereto agree that the
assignments and assumptions provided for in this Section 7 have been approved and consented
to by all such parties and are effective as provided herein and in the event of any conflict
between this Section 7 and Section 12.04(b) of the Credit, the terms and provisions
of this Section 7 shall control.
8. Conditions Precedent. This Amendment shall not become effective until the date on
which each of the following conditions is satisfied (or waived in accordance with Section
12.02 of the Credit Agreement):
(a) The Administrative Agent shall have received from each party hereto counterparts (in such
number as may be requested by the Administrative Agent) of this Amendment signed on behalf of such
party.
(b) The Administrative Agent, the Arrangers and the Lenders shall have received all commitment
and agency fees and all other fees and amounts due and payable on or prior to the First Amendment
Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable
out-of-pocket expenses required to be reimbursed or paid by the Borrower
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hereunder (including, to the extent invoiced on or prior to the First Amendment Effective
Date, the reasonable fees and expenses of Xxxxx Lord LLP, counsel to the Administrative Agent).
(c) The Administrative Agent shall have received a certificate of the Secretary or an
Assistant Secretary or a Responsible Officer setting forth (i) resolutions of its board of
directors or managers or other relevant governing body with respect to the authorization of the
Borrower to execute and deliver this Amendment and to enter into the transactions contemplated by
this Amendment, (ii) the officers of the General Partner (y) who are authorized to sign this
Amendment and (z) specimen signatures of such authorized officers, and (iii) all waivers,
amendments, supplements or other modifications to any Organizational Documents of the General
Partner and each Obligor, certified as being true and complete. The Administrative Agent and the
Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in
writing from the Borrower to the contrary.
(d) The Administrative Agent shall have received a compliance certificate which shall be
substantially in the form of Exhibit D to the Credit Agreement, duly and properly executed
by a Responsible Officer and dated as of the First Amendment Effective Date.
(e) The Administrative Agent shall have received duly executed Note payable to each Lender
increasing its Maximum Credit Amount or which is a new Lender and which requests a Note in a
principal amount equal to its Maximum Credit Amount dated as of the date hereof.
(f) The Administrative Agent shall have received (i) a certificate of a Responsible Officer
certifying: (A) that the 2011 Transactions are being concurrently consummated in accordance with
applicable law and the terms of the 2011 Transaction Documents (with all of the material conditions
precedent thereto having been satisfied by the parties thereto); (B) that no provision of the 2011
Transaction Documents have been waived, amended, supplemented or otherwise modified in any respect
materially adverse to the Borrower, QRE MLP or the Lenders; (C) that the Class C Convertible
Preferred Units (as defined in the QRE Partnership Agreement) are being concurrently issued by QRE
MLP as consideration equaling at least $350 million for the conveyance to the Borrower of the 2011
Transaction Properties; and (D) that no more than $530,000,000 in the aggregate will be outstanding
under the Credit Agreement upon the First Amendment Effective Date after giving effect to the
consummation of the 2011 Transactions; (ii) a true and complete executed copy of each of the 2011
Transaction Documents (including all amendments thereto); (iii) original counterparts or copies,
certified as true and complete, of the assignments, deeds and leases for all of the 2011
Transaction Properties; and (iv) such other related documents and information as the Administrative
Agent shall have reasonably requested. The 2011 Transaction Documents shall be in form and
substance satisfactory to the Administrative Agent.
(g) The Administrative Agent shall have received evidence that (i) any reductions to the
aggregated “Borrowing Bases” under the Quantum Funds Credit Agreements required pursuant to the
terms thereof shall have occurred either before giving effect to, or substantially
contemporaneously with, the consummation of the 2011 Transactions (the “2011 QRF BB
Reductions”) and (ii) any and all mandatory prepayments of loans outstanding under the Quantum
Funds Credit Agreements resulting from the 2011 QRF BB Reductions shall be made
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on the First Amendment Effective Date substantially contemporaneously with the closing of the
2011 Transactions.
(h) The Administrative Agent shall have received evidence that all Liens on the 2011
Transaction Properties securing obligations under the Quantum Funds Credit Agreements shall be
released upon the 2011 QRF BB Reductions and the making of the mandatory prepayments described in
clause (e)(ii) above, and all Lien releases, UCC-3’s, or other documents or instruments necessary
or desirable to effect such Lien releases shall have been executed and delivered to the
Administrative Agent in form and substance satisfactory to the Arrangers.
(i) The Administrative Agent shall be reasonably satisfied with the environmental condition of
the 2011 Transaction Properties.
(j) The Administrative Agent shall have received an opinion of (i) Xxxxxx & Xxxxxx L.L.P.,
special counsel to the Borrower, and (ii) local counsel for each state in which any 2011
Transaction Property is located, in each case in form and substance satisfactory to the
Administrative Agent.
(k) The Administrative Agent shall have received a certificate of a Responsible Officer
certifying that the Borrower has received all consents and approvals required by Section
7.03.
(l) The Administrative Agent shall have received a Reserve Report with respect to the
Borrowing Base Properties, including the 2011 Transaction Properties, prepared by Internal
Petroleum Engineers accompanied by a certificate signed by a Responsible Officer covering the
matters described in Section 8.12(c).
(m) The Administrative Agent shall have received from each party thereto duly executed
counterparts (in such number as may be requested by the Administrative Agent) of the Security
Instruments described on Schedule II attached hereto. In connection with the execution and
delivery of such Security Instruments, the Administrative Agent shall be reasonably satisfied that
the Security Instruments will create upon recording first priority, perfected Liens (subject only
to Excepted Liens identified in clauses (a) to (d) and (f) of the definition thereof, but subject
to the provisos at the end of such definition) on at least 80% of the total value of the proved Oil
and Gas Properties evaluated in the reserve report delivered pursuant to clause (h) above.
(n) The Administrative Agent shall have received projections of QRE MLP and its Subsidiaries,
after giving effect to the 2011 Transactions, through the fiscal year ending December 31, 2015,
which projections shall be reasonably satisfactory to the Administrative Agent.
(o) The Administrative Agent shall have received the preliminary unaudited pro forma balance
sheet of QRE MLP as of June 30, 2011.
(p) The Administrative Agent shall have received appropriate Uniform Commercial Code search
certificates reflecting no prior Liens encumbering the Properties of the Obligors for each of the
following jurisdictions: Delaware and any other jurisdiction requested by the
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Administrative Agent; other than those being assigned or released on or prior to the Effective
Date or Liens permitted by Section 9.03.
(q) The hedging arrangements described on Schedule III attached hereto, to the extent
related to the hedging arrangements established in connection with the Quantum Funds Credit
Agreements, shall, substantially contemporaneously with the closing of the 2011 Transactions, be
assumed, novated and replaced by fully effective hedging arrangements between the Borrower and the
respective counterparties thereto in form and substance satisfactory to the Arrangers (such hedging
arrangements between the Borrower and such counterparties, the “2011 Hedging
Arrangements”). The Administrative Agent shall have received satisfactory evidence that such
2011 Hedging Arrangements shall be fully effective on the First Amendment Effective Date.
(r) The Administrative Agent shall have completed and be satisfied with due diligence
(including regarding business, financial, reserve, legal and environmental matters) relative to the
2011 Transactions, the 2011 Transaction Properties, QRE MLP, the Borrower, and the Subsidiaries.
(s) The Administrative Agent shall have received such other documents as the Administrative
Agent or special counsel to the Administrative Agent may reasonably request.
The Administrative Agent shall notify the Borrower and the Lenders of the First Amendment
Effective Date, and such notice shall be conclusive and binding.
9. Representations True; No Default. Borrower represents and warrants that the
representations and warranties contained in the Loan Documents are true and correct in all material
respects (except that any such representations and warranties that are qualified by materiality
shall be true and correct in all respects) on and as of the date hereof as though made on and as of
such date, except to the extent any such representation or warranty is expressly limited to
an earlier date, in which case, on and as of the date hereof, such representation or warranty shall
continue to be true and correct in all material respects as of such specified earlier date.
Borrower hereby certifies that no Default or Event of Default has occurred and is continuing.
10. Ratification. Except as expressly amended hereby, the Loan Documents shall remain
in full force and effect. The Credit Agreement, as hereby amended, and all rights and powers
created thereby or thereunder and under the other Loan Documents are in all respects ratified and
confirmed and remain in full force and effect.
11. Definitions and References. Any term used in this Amendment that is defined in
the Credit Agreement shall have the meaning therein ascribed to it. The terms “Agreement” and
“Credit Agreement” as used in the Loan Documents or any other instrument, document or writing
furnished to the Administrative Agent or the Lenders by the Borrower and referring to the Credit
Agreement shall mean the Credit Agreement as hereby amended.
12. Miscellaneous. This Amendment (a) shall be binding upon and inure to the benefit
of Borrower, the Administrative Agent and the Lenders and their respective successors and assigns
(provided, however, no party may assign its rights hereunder except in accordance
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with the Credit Agreement); (b) may be modified or amended only in accordance with the Credit
Agreement; (c) may be executed in several counterparts, and by the parties hereto on separate
counterparts, and each counterpart, when so executed and delivered, shall constitute an original
agreement, and all such separate counterparts shall constitute but one and the same agreement, and
(d) together with the other Loan Documents, embodies the entire agreement and understanding between
the parties with respect to the subject matter hereof and supersedes all prior agreements, consents
and understandings relating to such subject matter. Delivery of an executed counterpart of a
signature page to this Amendment by telecopy or as an attachment to an email shall be effective as
delivery of a manually executed counterpart of this Amendment.
[Signature Pages Follow]
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The parties hereto have caused this Amendment to be duly executed as of the day and year first
above written.
| BORROWER: QRE OPERATING, LLC |
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| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx, | ||||
| Chief Financial Officer | ||||
Signature Page to First Amendment to Credit Agreement
| QRE MLP: | QR ENERGY, LP |
|||
| By: | QRE GP, LLC its General Partner |
|||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx, | ||||
| Chief Financial Officer | ||||
Signature Page to First Amendment to Credit Agreement
| GENERAL PARTNER: | QRE GP, LLC |
|||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx, | ||||
| Chief Financial Officer | ||||
Signature Page to First Amendment to Credit Agreement
| ADMINISTRATIVE AGENT AND LENDER: | XXXXX FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent and a Lender |
|||
| By: | /s/ Xxxxxxx XxXxxxxx | |||
| Name: | Xxxxxxx XxXxxxxx | |||
| Title: | Director | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | JPMORGAN CHASE BANK, N.A. as a Lender |
|||
| By: | /s/ Xxxx Xxxxxxx | |||
| Xxxx Xxxxxxx | ||||
| Senior Vice President | ||||
Signature Page to First Amendment to Credit Agreement
| LENDER: | ROYAL BANK OF CANADA |
|||
| By: | /s/ Xxx X. XxXxxxxxxxx | |||
| Name: | Xxx X. XxXxxxxxxxx | |||
| Title: | Authorized Signatory | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | THE ROYAL BANK OF SCOTLAND plc |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Authorised Signatory | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | TORONTO DOMINION (NEW YORK) LLC |
|||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | BANK OF AMERICA, N.A. |
|||
| By: | /s/ Xxxxxx X. Serie | |||
| Name: | Xxxxxx X. Serie | |||
| Title: | Vice President | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | BANK OF SCOTLAND plc |
|||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Assistant Vice President | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | BANK OF MONTREAL |
|||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Director | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | BNP PARIBAS |
|||
| By: | /s/ Xxxx Xxxxxxxx | |||
| Name: | Xxxx Xxxxxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Director | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | CAPITAL ONE, N.A. |
|||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice-President | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | CITIBANK, N.A. |
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| By: | /s/ Xxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Title: | Senior Vice President | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | COMERICA BANK |
|||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | ING CAPITAL LLC |
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| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | Managing Director | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | UNION BANK, N.A. |
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| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Vice President | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | SCOTIABANC INC. |
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| By: | /s/ X.X. Xxxx | |||
| Name: | X.X. Xxxx | |||
| Title: | Managing Director | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | REGIONS BANK |
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| By: | /s/ Xxxxx X. Xxxxxx III | |||
| Name: | Xxxxx X. Xxxxxx III | |||
| Title: | Senior Vice President | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | COMPASS BANK |
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| By: | /s/ Xxx Xxxxx | |||
| Name: | Xxx Xxxxx | |||
| Title: | Vice President | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK |
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| By: | /s/ Xxx Xxxxxxxx | |||
| Name: | Xxx Xxxxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Director | |||
Signature Page to First Amendment to Credit Agreement
| LENDER: | U.S. BANK NATIONAL ASSOCIATION |
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| By: | /s/ Xxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxx | |||
| Title: | Vice President | |||
Signature Page to First Amendment to Credit Agreement
SCHEDULE I
2011 TRANSACTION DOCUMENTS
| 1. | Purchase and Sale Agreement, dated as of September 12, 2011, by and among Xxxxxxx Xxxxxxxxx X0, XX, XXX Carried WI, LP, QAC Carried WI, LP and Black Diamond, as Sellers, the Borrower, as Purchaser, and QRE MLP; | |
| 2. | All exhibits, forms, or other documents attached to any of the foregoing documents; and | |
| 3. | All other instruments or documents entered into on or before the First Amendment Effective Date in connection with the foregoing. |
Schedule I
to
First Amendment to Credit Agreement
to
First Amendment to Credit Agreement
SCHEDULE II
SECURITY INSTRUMENTS
SCHEDULE III
HEDGING ARRANGEMENTS
| Oil Xxxxxx | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| JPM | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Trade ID Nos.: 42300479, | Xxxxx | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 42300509, 42300560, | Trade ID Nos.: N2531565, | BAML | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 42300392, 40031822, | N2531566, N2531567, | Trade ID Nos.: 8585550, | Comerica | BNP | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 40031826, 40032030, | N2351568, N1233325, | 8585720, 8585740, | TD | Trade ID Nos.: | Trade ID Nos.: 2570073, 2570187, | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 40032047, 40032058 | N1233326, N1233329 | 8585753, 8585770 | Trade ID Nos.: 259350 | 31954, 31956 | 3256847, 3256849 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Swap | Swap | Swap | Swap | Swap | Collar | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Volume | W/Avg | Volume | W/Avg | Volume | W/Avg | Volume | W/Avg | Volume | W/Avg | Volume | W/Avg | W/Avg | Total Oil | |||||||||||||||||||||||||||||||||||||||||||
| FY Ended | bbls | Price | bbls | Price | bbls | Price | bbls | Price | bbls | Price | bbls | Put Price | Call Price | Volume | ||||||||||||||||||||||||||||||||||||||||||
4Q’11 |
104,800 | $ | 98.61 | 29,642 | $ | 97.63 | 21,160 | $ | 97.63 | 24,840 | $ | 97.63 | 180,442 | |||||||||||||||||||||||||||||||||||||||||||
2012 |
352,200 | $ | 98.96 | 100,176 | $ | 97.63 | 65,880 | $ | 97.63 | 98,820 | $ | 97.63 | 109,800 | $ | 102.06 | 726,876 | ||||||||||||||||||||||||||||||||||||||||
2013 |
407,100 | $ | 97.92 | 91,847 | $ | 97.63 | 47,450 | $ | 97.63 | 98,550 | $ | 97.63 | 109,500 | $ | 98.83 | 754,447 | ||||||||||||||||||||||||||||||||||||||||
2014 |
456,491 | $ | 97.63 | 36,500 | $ | 97.63 | 98,550 | $ | 97.63 | 155,125 | $ | 90.00 | $ | 106.50 | 746,666 | |||||||||||||||||||||||||||||||||||||||||
2015 |
219,000 | $ | 97.63 | 25,550 | $ | 97.63 | 98,550 | $ | 97.63 | 374,125 | $ | 90.00 | $ | 110.00 | 717,225 | |||||||||||||||||||||||||||||||||||||||||
2016 |
98,820 | $ | 97.63 | 98,820 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule III
to
First Amendment to Credit Agreement
to
First Amendment to Credit Agreement
| Natural Gas Xxxxxx | ||||||||||||||||||||||||||||||||||||||||||||||||
| BNP | ||||||||||||||||||||||||||||||||||||||||||||||||
| JPM | Trade ID Nos.: 206423, 206424, | |||||||||||||||||||||||||||||||||||||||||||||||
| Trade ID Nos.: 34265240, | TD | 206425, 206420, 206421, 206422, | ||||||||||||||||||||||||||||||||||||||||||||||
| 34265323, 34265384, | JPM | Trade ID Nos.: 279791, 279790, 279793, | 206264, 206265, 206266, 206416, | |||||||||||||||||||||||||||||||||||||||||||||
| 34265385, 36691441 | Trade ID Nos.: 40036066 | 279792 | 206418, 206419 | |||||||||||||||||||||||||||||||||||||||||||||
| Swap | Collar | Collar | Collar | |||||||||||||||||||||||||||||||||||||||||||||
| Volume | W/Avg | Volume | W/Avg | W/Avg | Volume | W/Avg | W/Avg | Volume | W/Avg | W/Avg | Total NG | |||||||||||||||||||||||||||||||||||||
| FY Ended | Mmbtu | Price | Mmbtu | Put Price | Call Price | Mmbtu | Put Price | Call Price | Mmbtu | Put Price | Call Price | Volume | ||||||||||||||||||||||||||||||||||||
4Q’11 |
2,400,900 | $ | 5.23 | 2,400,900 | ||||||||||||||||||||||||||||||||||||||||||||
2012 |
8,125,200 | $ | 5.65 | 960,000 | $ | 6.50 | $ | 8.60 | 9,085,200 | |||||||||||||||||||||||||||||||||||||||
2013 |
8,103,000 | $ | 5.94 | 900,000 | $ | 6.50 | $ | 8.65 | 9,003,000 | |||||||||||||||||||||||||||||||||||||||
2014 |
6,702,273 | $ | 6.20 | 730,000 | $ | 5.00 | $ | 6.20 | 900,000 | $ | 6.50 | $ | 8.85 | 8,332,273 | ||||||||||||||||||||||||||||||||||
2015 |
986,349 | $ | 5.52 | 3,650,000 | $ | 5.00 | $ | 7.54 | 1,825,000 | $ | 5.00 | $ | 7.35 | 6,461,349 | ||||||||||||||||||||||||||||||||||
2016 |
— | |||||||||||||||||||||||||||||||||||||||||||||||
| Natural Gas Basis Swaps | ||||||||||||||||||||||||||||
| BNP | ||||||||||||||||||||||||||||
| Trade ID Nos.: 3171376, | ||||||||||||||||||||||||||||
| JPM | Xxxxx | 3171380, 3171382, | ||||||||||||||||||||||||||
| Trade ID Nos.: 41282690, | Trade ID Nos.: | 3171384, 3171386, | ||||||||||||||||||||||||||
| 41338788, 41285399 | N2302286, N2304947 | 3171415, 3171437 | ||||||||||||||||||||||||||
| Swap | Swap | Swap | ||||||||||||||||||||||||||
| Volume | W/Avg | Volume | W/Avg | Volume | W/Avg | Total Basis | ||||||||||||||||||||||
| FY Ended | Mmbtu | Price | Mmbtu | Price | Mmbtu | Price | Volume | |||||||||||||||||||||
4Q’11 |
423,200 | $ | (0.05 | ) | 294,400 | $ | (0.18 | ) | 717,600 | $ | (0.10 | ) | 1,435,200 | |||||||||||||||
2012 |
1,537,200 | $ | (0.08 | ) | 1,024,800 | $ | (0.25 | ) | 2,562,000 | $ | (0.14 | ) | 5,124,000 | |||||||||||||||
2013 |
1,387,000 | $ | (0.10 | ) | 912,500 | $ | (0.30 | ) | 2,263,000 | $ | (0.17 | ) | 4,562,500 | |||||||||||||||
2014 |
1,241,000 | $ | (0.11 | ) | 839,500 | $ | (0.32 | ) | 2,044,000 | $ | (0.19 | ) | 4,124,500 | |||||||||||||||
2015 |
1,715,500 | $ | (0.19 | ) | 146,000 | $ | (0.36 | ) | 1,825,000 | $ | (0.20 | ) | 3,686,500 | |||||||||||||||
2016 |
— | |||||||||||||||||||||||||||
| Interest Rate Xxxxxx | ||||||||||||||||||||||||||||||||||||
| RBS | BMO | |||||||||||||||||||||||||||||||||||
| JPM | Trade ID Nos. | Trade ID Nos.: | ||||||||||||||||||||||||||||||||||
| Trade ID Nos.: | D010629692693, | 702515/821418, | ||||||||||||||||||||||||||||||||||
| 0000000000000, | D010629692673, | 702522/821439, | BNP | |||||||||||||||||||||||||||||||||
| 6900264862913 | D0110629692855 | 676300/788313 | Trade ID Nos.: XX0000000 | |||||||||||||||||||||||||||||||||
| Swap | W/Avg | Swap | W/Avg | Swap | W/Avg | Swap | W/Avg | Total IR | ||||||||||||||||||||||||||||
| FY Ended | Notional | Int Rate | Notional | Int Rate | Notional | Int Rate | Notional | Int Rate | Volume | |||||||||||||||||||||||||||
4Q’11 |
61,006,250 | 2.47 | % | 41,006,250 | 2.73 | % | 68,006,250 | 2.73 | % | 40,500,000 | 2.74 | % | 210,518,750 | |||||||||||||||||||||||
2012 |
59,925,000 | 2.50 | % | 47,425,000 | 2.63 | % | 75,425,000 | 2.67 | % | 40,500,000 | 2.74 | % | 223,275,000 | |||||||||||||||||||||||
2013 |
55,250,000 | 2.55 | % | 47,750,000 | 2.55 | % | 80,250,000 | 2.63 | % | 40,500,000 | 2.74 | % | 223,750,000 | |||||||||||||||||||||||
2014 |
51,050,000 | 2.59 | % | 47,050,000 | 2.46 | % | 84,050,000 | 2.59 | % | 40,500,000 | 2.74 | % | 222,650,000 | |||||||||||||||||||||||
2015 |
48,300,000 | 2.63 | % | 47,300,000 | 2.41 | % | 86,800,000 | 2.56 | % | 40,500,000 | 2.74 | % | 222,900,000 | |||||||||||||||||||||||
2016 |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
ANNEX I
LIST OF MAXIMUM CREDIT AMOUNTS
| Applicable | ||||||||||||
| Applicable | Percentage of | Maximum Credit | ||||||||||
| Name of Lender | Percentage | Borrowing Base | Amount | |||||||||
Xxxxx Fargo Bank,
National Association
|
7.936507937 | % | $ | 50,000,000 | $ | 59,523,810 | ||||||
JPMorgan Chase
Bank, N.A.
|
7.936507937 | % | $ | 50,000,000 | $ | 59,523,810 | ||||||
Royal Bank of Canada
|
6.000000000 | % | $ | 40,000,000 | $ | 47,619,048 | ||||||
The Royal Bank of
Scotland plc
|
6.349206349 | % | $ | 40,000,000 | $ | 47,619,048 | ||||||
Toronto Dominion
(New York) LLC
|
6.349206349 | % | $ | 40,000,000 | $ | 47,619,048 | ||||||
Bank of Montreal
|
6.000000000 | % | $ | 40,000,000 | $ | 47,619,048 | ||||||
Citibank, N.A.
|
6.349206349 | % | $ | 40,000,000 | $ | 47,619,048 | ||||||
Bank of America, N.A.
|
4.761904762 | % | $ | 30,000,000 | $ | 35,714,286 | ||||||
Bank of Scotland plc
|
4.761904762 | % | $ | 30,000,000 | $ | 35,714,286 | ||||||
BNP Paribas
|
4.761904762 | % | $ | 30,000,000 | $ | 35,714,286 | ||||||
Capital One, N.A.
|
4.761904762 | % | $ | 30,000,000 | $ | 35,714,286 | ||||||
Comerica Bank
|
4.761904762 | % | $ | 30,000,000 | $ | 35,714,286 | ||||||
Regions Bank*
|
4.761904762 | % | $ | 30,000,000 | $ | 35,714,286 | ||||||
Scotiabanc Inc.*
|
4.761904762 | % | $ | 30,000,000 | $ | 35,714,286 | ||||||
Union Bank, N.A.
|
4.761904762 | % | $ | 30,000,000 | $ | 35,714,286 | ||||||
ING Capital LLC
|
3.571428571 | % | $ | 22,500,000 | $ | 26,785,714 | ||||||
BBVA Compass*
|
3.571428571 | % | $ | 22,500,000 | $ | 26,785,714 | ||||||
Credit Agricole S.A.*
|
3.571428571 | % | $ | 22,500,000 | $ | 26,785,714 | ||||||
U.S. Bank N.A.*
|
3.571428571 | % | $ | 22,500,000 | $ | 26,785,714 | ||||||
TOTAL:
|
100.000000000 | % | $ | 630,000,000 | $ | 750,000,000 | ||||||
| * | New Lender as of the First Amendment Effective Date |
Annex I
to
First Amendment to Credit Agreement
to
First Amendment to Credit Agreement
