THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 23, 2015 among RICE ENERGY INC., as Borrower, The Guarantors Party Hereto, WELLS FARGO BANK, N.A., as Administrative Agent, and The Lenders Party Hereto WELLS FARGO...
Exhibit 10.1
THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
dated as of March 23, 2015
among
as Borrower,
The Guarantors Party Hereto,
XXXXX FARGO BANK, N.A.,
as Administrative Agent,
and
The Lenders Party Hereto
XXXXX FARGO SECURITIES, LLC,
as Sole Lead Arranger and Sole Bookrunner
THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”), dated as of March 23, 2015 (the “Third Amendment Effective Date”), is among RICE ENERGY INC., a Delaware corporation (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Loan Parties”); each of the Lenders that is a signatory hereto; and XXXXX FARGO BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
Recitals
A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Third Amended and Restated Credit Agreement dated as of April 10, 2014 (as amended prior to the date hereof, the “Credit Agreement”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of the Borrower.
B. The Borrower has advised the Administrative Agent and the Lenders that the Borrower intends to issue Senior Notes as permitted by Section 9.02(e) of the Credit Agreement (the “Senior Notes Issuance”)
C. The Senior Notes Issuance would otherwise automatically reduce the Borrowing Base then in effect pursuant to Section 2.07(e) of the Credit Agreement.
D. The Borrower has requested that the Lenders amend Section 2.07(e) of the Credit Agreement so that, subject to the terms and conditions set forth herein, the Senior Notes Issuance would not result in an automatic reduction of the Borrowing Base then in effect.
E. The parties hereto desire to amend certain terms of the Credit Agreement as set forth herein including, without limitation, Section 2.07(e) of the Credit Agreement, to be effective as of the Third Amendment Effective Date.
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. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Third Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this Third Amendment refer to the Credit Agreement.
Section 2. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Third Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement shall be amended effective as of the Third Amendment Effective Date in the manner provided in this Section 2.
Page 1
2.1 Additional Definitions. Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definitions which shall read in full as follows:
“Third Amendment” means that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of March 23, 2015, among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto.
“Third Amendment Effective Date” means March 23, 2015.
2.2 Amended Definition. The definition of “Loan Documents” contained in Section 1.02 of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:
“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Notes, the Fee Letters, the Letter of Credit Agreements, the Letters of Credit and the Security Instruments.
2.3 Amendment to Section 2.07 of the Credit Agreement. Section 2.07(e) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:
(e) Reduction in Borrowing Base Upon Issuance of Senior Notes. In addition to the other redeterminations of the Borrowing Base provided for herein, and notwithstanding anything to the contrary set forth herein, upon the issuance of any Senior Notes permitted by Section 9.02(e), the Borrowing Base then in effect shall be automatically reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Senior Notes (without regard to any initial issue discount), and, in each case, the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance, effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank, and the Lenders on such date until the next redetermination or modification of the Borrowing Base pursuant to this Agreement; provided, that, notwithstanding the foregoing to the contrary, no such automatic reduction of the Borrowing Base shall occur with respect to (i) any Senior Notes issued by the Borrower or any Restricted Subsidiary on or after the Effective Date but prior to the Initial Redetermination Date, it being understood that any Senior Notes Debt incurred by the Borrower or any Restricted Subsidiary as a result of any such issuance of Senior Notes shall be considered by the Lenders as part of the Scheduled Redetermination to occur on the Initial Redetermination Date or (ii) any Senior Notes in an aggregate principal amount up to $400,000,000 issued by the Borrower or any Restricted Subsidiary on or after the Third Amendment Effective Date and before the date that the Scheduled Redetermination originally scheduled for on or about April 1, 2015 as postponed to on or about May 1, 2015 pursuant to the Third Amendment (the “Spring 2015 Redetermination”) becomes effective so long as the Spring 2015 Redetermination becomes effective on or prior to May 1, 2015, it being understood that (A) any Senior Notes Debt incurred by the Borrower or any Restricted Subsidiary as a result of any such
Page 2
issuance of Senior Notes shall be considered by the Lenders as part of the Spring 2015 Redetermination and (B) if such Senior Notes are issued and the Spring 2015 Redetermination has not become effective on or prior to May 1, 2015, the automatic reduction of the Borrowing Base contemplated by this Section 2.07(e) shall occur on May 2, 2015.
2.4 Amendment to Section 8.01 of the Credit Agreement. The first paragraph following Section 8.01(o) of the Credit Agreement is hereby amended by deleting the reference to “Section 8.01 (a), (b) or (i)” contained therein and replacing it with “Section 8.01 (a), (b) or (h)”.
Section 3. Postponement of Scheduled Redetermination. The Lenders party hereto and the Borrower hereby agree to postpone the Scheduled Redetermination originally scheduled for on or about April 1, 2015 to on or about May 1, 2015.
Section 4. Conditions Precedent. The effectiveness of this Third Amendment is subject to the following:
4.1 The Administrative Agent shall have received counterparts of this Third Amendment from the Loan Parties, the Required Lenders and the Issuing Bank.
4.2 The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Third Amendment Effective Date.
Section 5. Miscellaneous.
5.1 Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Third Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this Third Amendment, and this Third Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Document, except as expressly provided for herein. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.
5.2 Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (i) acknowledges the terms of this Third Amendment, (ii) ratifies and affirms its obligations under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof except (A) to the extent any such
Page 3
representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Third Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Third Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Third Amendment, no Event of Default exists.
5.3 Counterparts. This Third 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 Third Amendment by facsimile or electronic (e.g. pdf) transmission shall be effective as delivery of a manually executed original counterpart hereof.
5.4 No Oral Agreement. THIS WRITTEN THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND 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 SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES THAT MODIFY THE AGREEMENTS OF THE PARTIES IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
5.5 Governing Law. THIS THIRD AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5.6 Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Third Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
5.7 Severability. Any provision of this Third Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
5.8 Successors and Assigns. This Third Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
[Signature Pages Follow.]
Page 4
The parties hereto have caused this Third Amendment to be duly executed as of the day and year first above written.
| BORROWER: | RICE ENERGY INC., a Delaware corporation | |||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | Vice President and Chief Financial Officer | |||||
SIGNATURE PAGE TO THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
RICE ENERGY INC.
| GUARANTORS: | RICE DRILLING B LLC, a Pennsylvania limited liability company | |||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | Vice President and Chief Financial Officer | |||||
| RICE DRILLING C LLC, a Delaware limited liability company | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | Vice President and Chief Financial Officer | |||||
| RICE DRILLING D LLC, a Delaware limited liability company | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | Vice President and Chief Financial Officer | |||||
| RICE ENERGY APPALACHIA, LLC, a Delaware limited liability company | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | Vice President and Chief Financial Officer | |||||
SIGNATURE PAGE TO THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
RICE ENERGY INC.
| BLUE TIGER OILFIELD SERVICES LLC, a Delaware limited liability company | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Chief Financial Officer | |||
| ALPHA SHALE HOLDINGS, LLC, a Delaware limited liability company | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Chief Financial Officer | |||
| ALPHA SHALE RESOURCES, LP, a Delaware limited partnership | ||||
| By: | Alpha Shale Holdings, LLC, its general partner | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Chief Financial Officer | |||
| RICE MARKETING LLC, a Delaware limited liability company | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Chief Financial Officer | |||
SIGNATURE PAGE TO THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
RICE ENERGY INC.
| RICE ENERGY MARKETING LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxx | |
| Title: | Vice President and Chief Financial Officer | |
SIGNATURE PAGE TO THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
RICE ENERGY INC.
| XXXXX FARGO BANK, N.A., as Administrative Agent, a Lender and as Issuing Bank | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxx | |
| Title: | Director | |
SIGNATURE PAGE TO THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
RICE ENERGY INC.
| BARCLAYS BANK PLC, as a Lender | ||
| By: | /s/ Xxx Xxxxx | |
| Name: | Xxx Xxxxx | |
| Title: | Assistant Vice President | |
SIGNATURE PAGE TO THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
RICE ENERGY INC.
| BMO XXXXXX FINANCING, INC., as a Lender | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxx | |
| Title: | Managing Director | |
SIGNATURE PAGE TO THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
RICE ENERGY INC.
| CITIBANK, N.A., as a Lender | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: | Xxxxxx Xxxxx | |
| Title: | Vice President | |
SIGNATURE PAGE TO THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
RICE ENERGY INC.
| COMERICA BANK, as a Lender | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Senior Vice President | |
SIGNATURE PAGE TO THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
RICE ENERGY INC.
| FIFTH THIRD BANK, as a Lender | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Assistant Vice President | |
SIGNATURE PAGE TO THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
RICE ENERGY INC.
| XXXXXXX XXXXX BANK USA, as a Lender | ||
| By: | /s/ Xxxxxxxx Xxxxxxx | |
| Name: | Xxxxxxxx Xxxxxxx | |
| Title: | Authorized Signatory | |
SIGNATURE PAGE TO THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
RICE ENERGY INC.
| ROYAL BANK OF CANADA, as a Lender | ||
| By: | /s/ Xxxxx Xxxxx, Jr. | |
| Name: | Xxxxx Xxxxx, Jr. | |
| Title: | Authorized Signatory | |
SIGNATURE PAGE TO THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
RICE ENERGY INC.
| PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Xxxxxxxx Xxxxxxxxx | |
| Name: | Xxxxxxxx Xxxxxxxxx | |
| Title: | Vice President | |
SIGNATURE PAGE TO THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
RICE ENERGY INC.
| SUNTRUST BANK, as a Lender | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Managing Director | |
SIGNATURE PAGE TO THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
RICE ENERGY INC.
| CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Vice President | |
SIGNATURE PAGE TO THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
RICE ENERGY INC.
| AMEGY BANK NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxx | |
| Title: | Vice President | |
SIGNATURE PAGE TO THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
RICE ENERGY INC.
