Exhibit 10.1

 

THIRTEENTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT

 

This THIRTEENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of September 8, 2014, 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 Fourth Amended and Restated Credit Agreement, dated as of November 4, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and

 

WHEREAS, the Administrative Agent, the Lenders, Borrower and the Guarantors have agreed to amend the Credit Agreement as provided herein subject to 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 Lenders hereby agree as follows:

 

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 Credit Agreement shall be amended in the manner provided in this Section 1.

 

1.1                               Additional Definitions.  The following definitions shall be and they hereby are added to Section 1.01 of the Credit Agreement in appropriate alphabetical order:

 

Thirteenth Amendment Effective Date” means September 8, 2014.

 

1.2                               Additional Reductions in Borrowing BaseSection 3.06 of the Credit Agreement, shall be and it hereby is amended and restated in its entirety as follows:

 

Unless otherwise waived in writing by the Required Lenders, upon the issuance of any Senior Notes by any Credit Party in accordance with Section 7.01(h) (other than any Permitted Refinancing that extends, refinances, renews, replaces, defeases or refunds existing Senior Notes), the Borrowing Base then in effect shall automatically be reduced by $250 for each $1,000 in stated principal amount of such Senior Notes on the date such Senior Notes are issued; provided that no such reduction shall be required with respect

 

ANTERO RESOURCES CORPORATION

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

 

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to any Senior Notes in a stated principal amount of up to $1,000,000,000 issued from and including the Thirteenth Amendment Effective Date to but excluding the next Scheduled Redetermination of the Borrowing Base.

 

SECTION 2.                                       Conditions.  The amendments to the Credit Agreement contained in Section 1 of this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this Section 2.

 

2.1                               Execution and Delivery.  Each Credit Party, the Lenders (or at least the required percentage thereof), and the Administrative Agent shall have executed and delivered this Amendment.

 

2.2                               No Default.  No Default shall have occurred and be continuing or shall result from the effectiveness of this Amendment.

 

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:

 

3.1                               Reaffirmation of Representations and Warranties/Further Assurances.  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 specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date).

 

3.2                               Reaffirmation of Guarantee.  Both before and immediately after giving effect to this Amendment, each Guarantor hereby expressly reaffirms its guarantee of the Guaranteed Liabilities under Article VIII of the Credit Agreement.

 

3.3                               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 court or agency of government 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.

 

3.4                               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.

 

3.5                               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.

 

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.

 

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.

 

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.

 

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.

 

4.5                               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.

 

4.6                               Governing Law.  This Amendment shall be construed in accordance with and governed by the laws of the State of New York.

 

4.7                               Loan Document.  This Amendment shall constitute a Loan Document for all purposes and in all respects.

 

[Remainder of page intentionally blank.

Signature pages follow.]

 

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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/ Alvyn A. Schopp

 

 

Name:

Alvyn A. Schopp

 

 

Title:

Chief Administrative Officer and Regional Vice President

 

 

 

 

 

GUARANTORS:

 

 

 

 

 

ANTERO RESOURCES MIDSTREAM LLC

 

 

 

 

 

By:

/s/ Alvyn A. Schopp

 

 

Name:

Alvyn A. Schopp

 

 

Title:

Chief Administrative Officer and Regional Vice President

 

 

 

 

 

ANTERO MIDSTREAM LLC

 

 

 

 

 

By:

/s/ Alvyn A. Schopp

 

 

Name:

Alvyn A. Schopp

 

 

Title:

Chief Administrative Officer and Regional Vice President

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

JPMORGAN CHASE BANK, N.A.,

 

as Administrative Agent, Issuing Bank and a Lender

 

 

 

 

 

By:

/s/ David Morris

 

 

Name:

David Morris

 

 

Title:

Authorized Officer

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

WELLS FARGO BANK, N.A.,

 

as Syndication Agent and a Lender

 

 

 

 

 

By:

/s/ Suzanne Ridenhour

 

 

Name:

Suzanne Ridenhour

 

 

Title:

Director

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

 

as Co-Documentation Agent and a Lender

 

 

 

 

 

By:

/s/ Mark Roche

 

 

Name:

Mark Roche

 

 

Title:

Managing Director

 

 

 

 

 

 

 

 

 

By:

/s/ Michael Willis

 

 

Name:

Michael Willis

 

 

Title:

Managing Director

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

UNION BANK, N.A.,

 

as Co-Documentation Agent and a Lender

 

 

 

 

 

By:

/s/ Lara Sorokolit

 

 

Name:

Lara Sorokolit

 

 

Title:

Vice President

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

CITIBANK, N.A.,

 

as a Lender

 

 

 

 

 

By:

/s/ Eamon Baqui

 

 

Name:

Eamon Baqui

 

 

Title:

Vice President

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

BARCLAYS BANK PLC,

 

as a Lender

 

 

 

 

 

By:

/s/ Vanessa A. Kurbatskiy

 

 

Name:

Vanessa A. Kurbatskiy

 

 

Title:

Vice President

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

CAPITAL ONE, NATIONAL ASSOCIATION,

 

as a Lender

 

 

 

 

 

By:

/s/ Victor Ponce de León

 

 

Name:

Victor Ponce de León

 

 

Title:

Vice President

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

TORONTO DOMINION (NEW YORK) LLC,

 

as a Lender

 

 

 

 

 

 

 

By:

/s/ Masrood Fikree

 

 

Name:

Masrood Fikree

 

 

Title:

Authorized Signatory

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

COMERICA BANK,

 

as a Lender

 

 

 

 

 

 

 

By:

/s/ Devin S. Eaton

 

 

Name:

Devin S. Eaton

 

 

Title:

Relationship Manager

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

BMO HARRIS BANK N.A.,

 

as a Lender

 

 

 

 

 

 

 

By:

/s/ Melissa Guzmann

 

 

Name:

Melissa Guzmann

 

 

Title:

Vice President

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

U.S. BANK NATIONAL ASSOCIATION,

 

as a Lender

 

 

 

 

 

 

 

By:

/s/ Daniel K. Hansen

 

 

Name:

Daniel K. Hansen

 

 

Title:

Vice President

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

 

as a Lender

 

 

 

 

 

 

 

By:

/s/ Michael Spaight

 

 

Name:

Michael Spaight

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

By:

/s/ Samuel Miller

 

 

Name:

Samuel Miller

 

 

Title:

Authorized Signatory

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

THE BANK OF NOVA SCOTIA,

 

as a Lender

 

 

 

 

 

 

 

By:

/s/ Alan Dawson

 

 

Name:

Alan Dawson

 

 

Title:

Director

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

BRANCH BANKING AND TRUST COMPANY,

 

as a Lender

 

 

 

 

 

 

 

By:

/s/ James Giordano

 

 

Name:

James Giordano

 

 

Title:

Vice President

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH,

 

as a Lender

 

 

 

 

 

 

By:

/s/ Richard Antl

 

 

Name:

Richard Antl

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

By:

/s/ William M. Reid

 

 

Name:

William M. Reid

 

 

Title:

Authorized Signatory

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

KEYBANK NATIONAL ASSOCIATION,

 

as a Lender

 

 

 

 

 

 

 

By:

/s/ John Dravenstott

 

 

Name:

John Dravenstott

 

 

Title:

Vice President

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

ABN AMRO CAPITAL USA LLC,

 

as a Lender

 

 

 

 

 

By:

/s/ Darrell Holley

 

 

Name:

Darrell Holley

 

 

Title:

Managing Director

 

 

 

 

 

 

 

 

 

By:

/s/ David Montgomery

 

 

Name:

David Montgomery

 

 

Title:

Executive Director

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

PNC BANK NATIONAL ASSOCIATION,

 

as a Lender

 

 

 

 

 

By:

/s/ Jonathan Luchansky

 

 

Name:

Jonathan Luchansky

 

 

Title:

Assistant Vice President

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

SUMITOMO MITSUI BANKING CORPORATION,

 

as a Lender

 

 

 

 

 

By:

/s/ Katsuyuki Kobo

 

 

Name:

Katsuyuki Kobo

 

 

Title:

Managing Director

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

FIFTH THIRD BANK,

 

as a Lender

 

 

 

 

 

By:

/s/ Justin Crawford

 

 

Name:

Justin Crawford

 

 

Title:

Director

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE

 



 

 

GUARANTY BANK AND TRUST COMPANY,

 

as a Lender

 

 

 

 

 

By:

/s/ Gail J. Nofsinger

 

 

Name:

Gail J. Nofsinger

 

 

Title:

Senior Vice President

 

ANTERO RESOURCES CORPORATION

 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE