NINETEENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Contract Categories: Business Finance - Credit Agreements
EX-10.1 3 a19thamendmenttoca.htm EXHIBIT 10.1 19th Amendment to CA


Exhibit 10.1

NINETEENTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This NINETEENTH Amendment to SECOND AMENDED AND RESTATED Credit Agreement (this “Amendment”), effective as of the 21st day of November, 2013 (the “Effective Date”), is entered into by and among magnum hunter resources corporation, a Delaware corporation (the “Borrower”), the guarantors party hereto (the “Guarantors”), the lenders party hereto (the “Lenders”) and BANK OF MONTREAL, as administrative agent for the Lenders (the “Administrative Agent”).
RECITALS
WHEREAS, the Borrower, the Lenders and the Administrative Agent entered into that certain Second Amended and Restated Credit Agreement dated April 13, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement; and
WHEREAS, said parties are willing to so amend the Credit Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Amendment, the Borrower, the Guarantors, the Lenders and the Administrative Agent agree as follows:
1.Defined Terms. Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to them in the Credit Agreement.

2.Amendment to Section 1.02.

(a)
Section 1.02 of the Credit Agreement is hereby amended to restate the definition of “Investment” in its entirety as follows:

Investment” means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of Equity Interests of any Person (including, without limitation, any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such short sale) or any capital contribution to any other Person; (b) the making of any deposit with, or advance, loan or capital contribution to, assumption of Debt of, purchase or other acquisition of any other Debt or equity participation or interest in, or other extension of credit to, any other Person (including the

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purchase of Property form another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person); or (c) the entering into of any guarantee of, or other contingent obligation (including the deposit of any Equity Interests to be sole) with respect to, Debt or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person.
3.Amendment to Section 9.02. Section 9.02 of the Credit Agreement is hereby amended to restate subsection (f) thereof in its entirety as follows:

“(f)    intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries;”
4.Amendment to Section 9.05. Section 9.05 of the Credit Agreement is hereby amended to restate subsection (g) thereof in its entirety as follows:

“(g)    Investments made by the Borrower in or to any Restricted Subsidiary or by any Restricted Subsidiary in or to another Restricted Subsidiary;”
5.Ratification. Each of the Borrower and the Guarantors hereby ratifies all of its respective obligations under the Credit Agreement and each of the Loan Documents to which it is a party, and agrees and acknowledges that the Credit Agreement and each of the Loan Documents to which it is a party are and shall continue to be in full force and effect as amended and modified by this Amendment. Except as provided herein, nothing in this Amendment extinguishes, novates or releases any right, claim, lien, security interest or entitlement of any of the Lenders or the Administrative Agent created by or contained in any of such documents nor is the Borrower nor any Guarantor released from any covenant, warranty or obligation created by or contained herein or therein.

6.Representations and Warranties. The Borrower and Guarantors hereby represent and warrant to the Administrative Agent and the Lenders that (a) this Amendment has been duly executed and delivered on behalf of the Borrower and Guarantors, (b) this Amendment constitutes a valid and legally binding agreement enforceable against the Borrower and Guarantors in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, (c) the representations and warranties contained in the Credit Agreement and the Loan Documents are true and correct on and as of the date hereof in all material respects as though made as of the date hereof (except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date), (d) after giving effect to this Amendment, no Default or Event of Default exists under the Credit Agreement or under any Loan Document as of the Effective Date and (e) the

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execution, delivery and performance of this Amendment has been duly authorized by the Borrower and Guarantors.

7.Condition to Effectiveness. This Amendment shall be effective on the Effective Date upon receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantors and the Required Lenders.

8.Counterparts. This Amendment may be signed in any number of counterparts, which may be delivered in original, electronic or facsimile form each of which shall be construed as an original, but all of which together shall constitute one and the same instrument.

9.Governing Law. This Amendment, all Notes, the other Loan Documents and all other documents executed in connection herewith shall be deemed to be contracts and agreements under the laws of the State of New York and of the United States of America and for all purposes shall be construed in accordance with, and governed by, the laws of New York and of the United States.

10.Final Agreement of the Parties. Any previous agreement among the parties with respect to the subject matter hereof is superseded by the Credit Agreement, as amended by this Amendment. Nothing in this Amendment, express or implied is intended to confer upon any party other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Amendment.

[Signature Pages Follow]



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the Effective Date.
BORROWER:
 
MAGNUM HUNTER RESOURCES
CORPORATION, a Delaware corporation
 
By: /s/ Gary C. Evans
Gary C. Evans
Chairman and Chief Executive Officer
 
GUARANTORS:
 
PRC WILLISTON, LLC,
a Delaware limited liability company
 
By: Magnum Hunter Resources Corporation,
its sole member
 
By: /s/ Gary C. Evans
 
Gary C. Evans
Chairman and Chief Executive Officer
 
MAGNUM HUNTER RESOURCES LP,
a Delaware limited partnership
 
By: Magnum Hunter Resources GP, LLC,
          its general partner
 
By: Magnum Hunter Resources
 Corporation,
its sole member
 
By:  /s/ Gary C. Evans
 
Gary C. Evans
Chairman and Chief Executive Officer



MAGNUM HUNTER RESOURCES GP, LLC,
a Delaware limited liability company
 
By: Magnum Hunter Resources Corporation,
  its sole member
 
By:  /s/ Gary C. Evans
 
Gary C. Evans
Chairman and Chief Executive Officer
 
TRIAD HUNTER, LLC,
a Delaware limited liability company
 
By: /s/ Gary C. Evans
 
Gary C. Evans
Chief Executive Officer
 
MAGNUM HUNTER PRODUCTION INC.,
a Kentucky corporation
 
By: /s/ Gary C. Evans
 
Gary C. Evans
Chief Executive Officer
 
NGAS HUNTER, LLC
 
By:  /s/ Gary C. Evans
 
Gary C. Evans
Chief Executive Officer



WILLISTON HUNTER CANADA, INC.,
a corporation existing under the laws of the
Province of Alberta
 
By: /s/ Gary C. Evans
 
Gary C. Evans
Chief Executive Officer
 
WILLISTON HUNTER INC.,
a Delaware corporation
 
By: /s/ Gary C. Evans
 
Gary C. Evans
Chief Executive Officer



WILLISTON HUNTER ND, LLC,
a Delaware limited liability company
 
By: /s/ Gary C. Evans
 
Gary C. Evans
Chief Executive Officer
 
BAKKEN HUNTER, LLC,
a Delaware limited liability company
 
By: /s/ Gary C. Evans
 
Gary C. Evans
Chief Executive Officer
 
MAGNUM HUNTER MARKETING, LLC,
a Delaware limited liability company
 
By: /s/ Gary C. Evans
 
Gary C. Evans
Chief Executive Officer and President
 
VIKING INTERNATIONAL RESOURCES CO., INC.,
a Delaware limited liability company
 
By: /s/ Gary C. Evans
 
Gary C. Evans
Chief Executive Officer
 
SHALE HUNTER, LLC,
a Delaware limited liability company
 
By: /s/ Gary C. Evans
 
Gary C. Evans
Chief Executive Officer



ADMINISTRATIVE AGENT AND LENDER:
 
BANK OF MONTREAL
 
By: /s/ Gumaro Tijerina
 
Gumaro Tijerina
Director



LENDER:
 
CAPITAL ONE, NATIONAL ASSOCIATION
 
By: /s/Kristin N. Oswald        
Name: Kristin N. Oswald        
Title: Vice President    



LENDER:
 
CITIBANK, N.A.
 
By: /s/ Eamon Baqui        
Name: Eamon Baqui    
Title: Vice President    



LENDER:
 
DEUTSCHE BANK TRUST COMPANY
AMERICAS
 
By: /s/ Michael Getz    
Name: Michael Getz    
Title: Vice President    
 
By: /s/ Lisa Wong    
Name: Lisa Wong        
Title: Director


Exhibit 10.5

LENDER:
 
ROYAL BANK OF CANADA
 
By: /s/ Kristan Spivey        
Name: Kristan Spivey        
Title: Authorized Signatory    



LENDER:
 
UBS LOAN FINANCE LLC
 
By: /s/ Lana Gifas        
Name: Lana Gifas        
Title: Director    
 
By: /s/ Jennifer Anderson        
Name: Jennifer Anderson        
Title: Associate Directory    



LENDER:
 
ABN AMRO CAPITAL USA LLC
 
By: /s/ Urvashi Zutshi        
Name: Urvashi Zutshi        
Title: Managing Director    
 
By: /s/ Javier Ramirez        
Name: Javier Ramirez        
Title: Vice President    



LENDER:
 
BANK OF AMERICA, N.A.
 
By: /s/ Adam H. Fey        
Name: Adam H. Fey        
Title: Director    



LENDER:
 
KEYBANK NATIONAL ASSOCIATION
 
By: /s/ Paul J. Pace        
Name: Paul J. Pace        
Title: Senior Vice President     



LENDER:
 
SUNTRUST BANK
 
By: /s/ Shannon Juhan        
Name: Shannon Juhan        
Title: Vice President    



LENDER:
 
AMEGY BANK NATIONAL ASSOCIATION
 
By: /s/ Mark A. Serice        
Name: Mark A. Serice        
Title: Senior Vice President    



LENDER:
 
CREDIT SUISSE AG, Cayman Islands Branch
 
By: /s/ Nupur Kumar        
Name: Nupur Kumar        
Title: Authorized Signatory    
 
By: /s/ Jean-Marc Vauclair        
Name: Jean-Marc Vauclair        
Title: Authorized Signatory    

Signature Page to Tenth Amendment to Credit Agreement



LENDER:
 
GOLDMAN SACHS BANK USA
 
By: /s/ Michele Latzoni        
Name: Michelle Latzoni        
Title: Authorized Signatory

Signature Page to Tenth Amendment to Credit Agreement