Limited Consent and Fifth Amendment to
Second Amended and Restated Credit Agreement
This Limited Consent and Fifth Amendment to Second Amended and Restated Credit Agreement (this Fifth Amendment), dated as of March 15, 2021 (the Fifth 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 Borrower has informed the Administrative Agent and the Lenders that the Credit Parties intend to issue certain senior unsecured notes which are convertible into Equity Interests of the Parent (other than Disqualified Capital Stock) (such notes, the Specified Permitted Senior Unsecured Notes), on or before April 21, 2021 (such date, the Outside Date).
C. The Borrower has informed the Administrative Agent and the Lenders that the Credit Parties intend to enter into bond hedge or capped call options purchased by the Credit Parties from one or more financial institutions selected by the Credit Parties to hedge the Credit Parties payment and/or delivery obligations due upon conversion of the Specified Permitted Senior Unsecured Notes.
D. The Borrower has requested that the Administrative Agent and the Lenders enter into this Fifth Amendment to (i) consent to the waiver of the automatic reduction of the Borrowing Base that would otherwise occur pursuant to Section 2.07(e) of the Credit Agreement upon the issuance of the Specified Permitted Senior Unsecured Notes and (ii) amend the Credit Agreement to permit the Credit Parties to enter into such bond hedge or capped call options.
E. The Administrative Agent and the Lenders party hereto have agreed, subject to the terms and conditions set forth herein, to enter into this Fifth Amendment.
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 Fifth Amendment, shall have the meaning ascribed to such term in the Credit Agreement, as amended by this Fifth Amendment. Unless otherwise indicated, all section references in this Fifth Amendment refer to sections of the Credit Agreement.