Sixth Amendment to the Third Amended and Restated Credit Agreement, dated as of October 6, 2017, among the Company, as Borrower, certain Subsidiaries of the Company, as Guarantors, the lenders from time to time party thereto (the Lenders) and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders

Contract Categories: Business Finance - Credit Agreements
EX-10.1 2 a2017_10q3xexx101.htm SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Exhibit




EXHIBIT 10.1
EXECUTION VERSION


SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED
CREDIT AGREEMENT

SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of October 6, 2017, by and among PDC ENERGY, INC., a Delaware corporation formerly known as Petroleum Development Corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors (the “Guarantors”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”). Unless the context otherwise requires or 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, the Borrower, the Guarantors, the Administrative Agent and the Lenders have entered into that certain Third Amended and Restated Credit Agreement dated as of May 21, 2013 (as the same has been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and
WHEREAS, the Borrower and the Guarantors have requested that the Administrative Agent and the Lenders amend the Credit Agreement in certain respects and the Administrative Agent and the Majority Lenders have agreed to do so on the terms and conditions hereinafter set forth.
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, the Borrower, the Guarantors, the Administrative Agent and the Lenders party hereto hereby agree as follows:
SECTION 1.    Amendment to Credit Agreement. Section 3.03(a) of the Credit Agreement is hereby amended to delete the last sentence which reads: “In no event shall the Proposed Borrowing Base exceed the Maximum Facility Amount.”

SECTION 2.    Borrowing Base; Aggregate Commitment.

2.1    On the Sixth Amendment Effective Date (defined below), the Borrowing Base shall be increased to $1,100,000,000, which Borrowing Base shall remain in effect until the next Redetermination Date or the next adjustment to the Borrowing Base under the Credit Agreement, whichever occurs first. This Section 2 constitutes (a) the New Borrowing Base Notice in accordance with Section 3.04 of the Credit Agreement and (b) an acknowledgment by each Lender that it has approved the redetermined Borrowing Base consistent with its usual and customary oil and gas lending criteria as they currently exist. The redetermination of the Borrowing Base set forth herein constitutes the November 1, 2017 Scheduled Redetermination.

2.2    The parties hereto acknowledge that as of the Sixth Amendment Effective Date, the Aggregate Commitment is and shall remain $700,000,000 until the same is otherwise adjusted pursuant to the Credit Agreement.

SECTION 3.    Conditions. The amendment to the Credit Agreement contained in Section 1 of this Amendment and the Redetermination of the Borrowing Base and acknowledgment of the Aggregate Commitment contained in Section 2 of this Amendment shall be effective upon the satisfaction or waiver in writing of each of the conditions set forth in this Section 3 (the date on which each such condition has been satisfied or waived in writing is referred to herein as the “Sixth Amendment Effective Date”).

3.1    Execution and Delivery. Each Credit Party, each of the Lenders and the Administrative Agent shall have executed and delivered this Amendment.

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






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 other 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. Each Credit Party 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    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.

4.3    Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

4.4    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.
4.5    Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York without regard to conflicts of law.

[Remainder of page intentionally blank. Signature pages follow.]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.
 


PDC ENERGY, INC., as Borrower
 
 
 
 
 
By:/s/ David W. Honeyfield
 
Name:David W. Honeyfield
 
Title:Senior Vice President and Chief Financial Officer
 
 
 
 





 



RILEY NATURAL GAS COMPANY, as a Guarantor
 
 
 
 
 
By:/s/ Darwin L. Stump
 
Name:Darwin L. Stump
 
Title:Treasurer
 
 
 
 
 



PDC PERMIAN, INC., as a Guarantor
 
 
 
 
 
By:/s/ Nicole L. Martinet
 
Name:Nicole L. Martinet
 
Title:Vice President, Associate General Counsel and Secretary


 
JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank, Swingline Lender and as a Lender
 
 
 
 
 
By:/s/ Jo Linda Papadakis
 
Name:Jo Linda Papadakis
 
Title:Authorized Officer
 
 







 
WELLS FARGO BANK, N.A., as a Lender
 
 
 
 
 
By:/s/ Dalton Harris
 
Name:Dalton Harris
 
Title:Vice President
 
 


 
BANK OF AMERICA, N.A., as a Lender
 
 
 
 
 
By:/s/ Ronald E. McKaig
 
Name:Ronald E. McKaig
 
Title:Managing Director
 
 


 
BANK OF MONTREAL, as a Lender
 
 
 
 
 
By:/s/ Gumaro Tijerina
 
Name:Gumaro Tijerina
 
Title:Managing Director
 
 







 
TORONTO DOMINION (TEXAS), LLC, as a Lender
 
 
 
 
 
By:/s/ Savo Bozic
 
Name:Savo Bozic
 
Title:Authorized Signatory
 
 


 
COMPASS BANK, as a Lender
 
 
 
 
 
By:/s/ Gabriela Azcarate
 
Name:Gabriela Azcarate
 
Title:Vice President
 
 



 
U.S. BANK NATIONAL ASSOCIATION, as a Lender
 
 
 
 
 
By:/s/ Ben Leonard
 
Name:Ben Leonard
 
Title:Vice President
 
 







 
CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
 
 
 
 
 
By:/s/ Christopher Kuna
 
Name:Christopher Kuna
 
Title:Vice President
 
 


 
THE BANK OF NOVA SCOTIA, as a Lender
 
 
 
 
 
By:/s/ Alan Dawson
 
Name:Alan Dawson
 
Title:Director
 
 







 
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
 
 
 
 
 
By:/s/ Page Dillehunt
 
Name:Page Dillehunt
 
Title:Managing Director
 
 
 
 
 
 
 
By:/s/ Michael Willis
 
Name:Michael Willis
 
Title:Managing Director


 
KEYBANK NATIONAL ASSOCIATION, as a Lender
 
 
 
 
 
By:/s/ Paul J. Pace
 
Name:Paul J. Pace
 
Title:Senior Vice President
 
 







 
NATIXIS, NEW YORK BRANCH, as a Lender
 
 
 
 
 
By:/s/ Timothy Polvado
 
Name:Timothy Polvado
 
Title:Senior Managing Director
 
 
 
 
 
 
 
By:/s/ Vikram Nath
 
Name:Vikram Nath
 
Title:Director


 
TEXAS CAPITAL BANK, N.A., as a Lender
 
 
 
 
 
By:/s/ Gabriela A. Ramirez
 
Name:Gabriela A. Ramirez
 
Title:Vice President
 
 







 
BOKF, NA D/B/A BANK OF OKLAHOMA, as a Lender
 
 
 
 
 
By:/s/ Benjamin H. Adler
 
Name:Benjamin H. Adler
 
Title:Vice President
 
 


 
COMERICA BANK, as a Lender
 
 
 
 
 
By:/s/ Garrett R. Merrell
 
Name:Garrett R. Merrell
 
Title:Assistant Vice President
 
 







 
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
 
 
 
 
 
By:/s/ William M. Reid
 
Name:William M. Reid
 
Title:Authorized Signatory
 
 
 
 
 
 
 
By:/s/ Trudy Nelson
 
Name:Trudy Nelson
 
Title:Authorized Signatory


 
ABN AMRO CAPITAL USA LLC, as a Lender
 
 
 
 
 
By:/s/ Kelly Hall
 
Name:Kelly Hall
 
Title:Director
 
 
 
 
 
 
 
By:/s/ Darrell Holley
 
Name:Darrell Holley
 
Title:Managing Director







 
FIFTH THIRD BANK, as a Lender
 
 
 
 
 
By:/s/ Jonathan H. Lee
 
Name:Jonathan H. Lee
 
Title:Director
 
 


 
GOLDMAN SACHS BANK USA, as a Lender
 
 
 
 
 
By:/s/ Chris Lam
 
Name:Chris Lam
 
Title:Authorized Signatory
 
 


 
PNC BANK, NATIONAL ASSOCIATION, as a Lender
 
 
 
 
 
By:/s/ Sandra Aultman
 
Name:Sandra Aultman
 
Title:Managing Director
 
 







 
SCOTIABANC INC., as a Lender
 
 
 
 
 
By:/s/ J.F. Todd
 
Name:J.F. Todd
 
Title:Managing Director