FIFTH AMENDMENT TO
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this Amendment) dated as of June 19, 2019, is by and among Roan Resources LLC, Delaware limited liability company (the Borrower); Citibank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the Administrative Agent) and the Lenders signatory hereto.
WHEREAS, Borrower, Administrative Agent and the Lenders are parties to the Credit Agreement dated as of September 5, 2017 (as amended by the First Amendment to Credit Agreement dated as of April 9, 2018, as amended by the Second Amendment to Credit Agreement dated as of May 30, 2018, as amended by the Third Amendment to Credit Agreement dated as of September 27, 2018, as amended by the Fourth Amendment to Credit Agreement dated as of March 13, 2019, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement), pursuant to which the Lenders have made certain credit available to and on behalf of Borrower.
WHEREAS, Borrower has requested and the Lenders have agreed to amend the Credit Agreement in certain respects as hereinafter provided.
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 Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all references to sections and articles in this Amendment refer to sections and articles of the Credit Agreement.
Section 2. Amendments to Credit Agreement.
(a) Section 1.1 of the Credit Agreement is hereby amended
(i) by adding the following defined term in proper alphabetical order:
Fifth Amendment Effective Date shall mean June , 2019.
(ii) by adding the following sentence to the end of the definition of Applicable Margin:
Effective the Fifth Amendment Effective Date and thereafter until the Borrower has delivered an officers certificate pursuant to Section 9.1(c) demonstrating a Current Ratio of not less than 1.00 to 1.00, the rates per annum in the above Borrowing Base Utilization Grid for LIBOR Loans and ABR Loans shall each be deemed increased by 0.25% over the rates set forth in such Borrowing Base Utilization Grid.