Second Amendment to
Second Amended and Restated Credit Agreement
This Second Amendment to Second Amended and Restated Credit Agreement (this Second Amendment), dated as of May 1, 2020 (the Second Amendment Effective Date), is among Centennial Resource Production, LLC, a Delaware limited liability company (the Borrower); Centennial Resource Development, Inc., a Delaware corporation (the Parent); each of the other undersigned guarantors (the Guarantors, and together with the Borrower and the Parent, the Credit Parties); each of the Lenders party hereto; and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent).
R E C I T A L S:
A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Second Amended and Restated Credit Agreement dated as of May 4, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified 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 Administrative Agent and the Lenders party hereto desire to enter into this Second Amendment to evidence the decrease of the Borrowing Base from $1,200,000,000 to $700,000,000 as set forth in Section 3.1 hereof, effective as of the Second Amendment Effective Date, which decrease of the Borrowing Base shall constitute the April 1, 2020 Scheduled Redetermination of the Borrowing Base.
C. The parties hereto desire to enter into this Second Amendment to (a) evidence the reduction of the Aggregate Elected Commitments from $800,000,000 to $700,000,000 as set forth in Section 3.2 hereof and (b) amend the Credit Agreement as set forth herein, upon the terms and conditions set forth herein and in each case to be effective as of the Second 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 Second Amendment, shall have the meaning ascribed to such term in the Credit Agreement, as amended by this Second Amendment. Unless otherwise indicated, all section references in this Second Amendment refer to sections of the Credit Agreement.
Section 2. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Second 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 Second Amendment Effective Date in the manner provided in this Section 2.