Document

AMENDMENT NO. 5 TO CREDIT AGREEMENT 


THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of January 31, 2020 by and among SOUTHWESTERN ENERGY COMPANY, a Delaware corporation (the “Borrower”), the Lenders signatory hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).


RECITALS:


WHEREAS, reference is made to that certain Credit Agreement dated as of April 26, 2018, by and among the Borrower, the Lenders from time to time party thereto and the Administrative Agent (as amended by that certain Amendment No. 1 to Credit Agreement dated as of October 23, 2018, that certain Amendment No. 2 to Credit Agreement dated as of October 8, 2019, that certain Amendment No. 3 to Credit Agreement dated as of November 1, 2019, and that certain Amendment No. 4 to Credit Agreement dated as of December 20, 2019, the “Credit Agreement”); and


WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement, and the Lenders party hereto, which constitute the Majority Lenders, have agreed to amend the Credit Agreement as hereinafter set forth.


NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


Section 1.     Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement, as amended hereby.


Section 2.     Amendments to Credit Agreement
.
(a)    Section 1.01 of the Credit Agreement is amended by adding the following defined terms in appropriate alphabetical order:


“Swap Calculation Date” means each of March 31, 2020, June 30, 2020 and September 30, 2020.


“Swap Unwind Date” has the meaning assigned to such term in Section 6.13(d).


 “Terminating Futures Contract” means, as of any Swap Calculation Date, either: (x) a Swap Agreement that is traded on a registered exchange as a futures contract and which futures contract expires in the calendar month immediately following such Swap Calculation Date and for which trading terminated on such registered exchange within five (5) Business Days prior to such Swap Calculation Date; or (y) an over-the-counter swap that is settled by reference to a futures contract as referenced in (x) above, in which case only the portion of the notional quantity for the relevant calendar month shall be considered the Terminating Futures Contract for purposes of this definition.
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(b)     Section 6.13(a)(i) of the Credit Agreement is hereby amended by deleting the words “or maintaining” from the proviso at the end thereof.


(c)    Section 6.13(a)(i)(A) of the Credit Agreement is hereby amended and restated as follows:


(A)    for the period from the date of entering into such hedging transaction through the twenty-fourth (24th) month from the date of entering into such hedging transaction, ninety percent (90%) of the reasonably anticipated projected production of crude oil, natural gas liquids and natural gas (calculated separately on a monthly basis) from Proved Reserves of the Loan Parties evaluated in the most recently delivered Reserve Report (provided that (i) for the period from November 1, 2019 through December 31, 2019, such ninety percent (90%) limitation shall instead be one hundred percent (100%) of the reasonably anticipated projected production of crude oil, natural gas liquids and natural gas (calculated separately on a monthly basis) from Proved Reserves of the Loan Parties evaluated in the most recently delivered Reserve Report, (ii) for natural gas for the period from January 1, 2020 through December 31, 2020, such ninety percent (90%) limitation shall instead be one hundred percent (100%) of the reasonably anticipated projected production of natural gas (calculated on a monthly basis) from Proved Reserves of the Loan Parties evaluated in the most recently delivered Reserve Report and (iii) for crude oil and natural gas liquids for the period from February 1, 2020 through December 31, 2020, such ninety percent (90%) limitation shall instead be one hundred percent (100%) of the reasonably anticipated projected production of crude oil or natural gas liquids (calculated separately on a monthly basis) from Proved Reserves of the Loan Parties evaluated in the most recently delivered Reserve Report); and


(d)    Section 6.13 of the Credit Agreement is amended by adding a new clause (d) as follows:


(d)       The Borrower will not, as of any Swap Calculation Date, permit the aggregate notional volumes for all Swap Agreements in respect of commodities to which the Borrower or any Restricted Subsidiary is a party ((x) excluding basis differential swaps on volumes hedged pursuant to other Swap Agreements, (y) only including the notional volume of one leg of Swap Agreements that are collars, and (z) excluding any Terminating Futures Contracts as of such Swap Calculation Date) to exceed the limits set forth in Section 6.13(a)(i)(A)(ii) or (iii)  for any future month ending after such Swap Calculation Date and on or before  December 31, 2020 (and for this purpose, Section 6.13(a) shall be recalculated and tested as of the Swap Calculation Date as if all outstanding Swap Agreements in respect of commodities were being entered into on such Calculation Date);  provided that, if the foregoing limit is exceeded as of any Swap Calculation Date, it shall not constitute a violation of this Section 6.13(d) if the Borrower shall, no later than sixty (60) days after such Swap Calculation Date, terminate, create off-setting positions or otherwise unwind existing Swap Agreements such that, at such date of termination, creation of offsetting positions or unwind (the “Swap Unwind 
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Date”), after giving effect to such termination, offsetting position or unwind, future hedging volumes will not exceed the limits set forth in Section 6.13(a) (and for this purpose, Section 6.13(a) shall be recalculated and tested as of the Swap Unwind Date as if all outstanding Swap Agreements in respect of commodities (after giving effect to any such termination, offsetting position or unwind) were being entered into on such Swap Unwind Date (and the Borrower shall provide the Administrative Agent evidence reasonably satisfactory to it demonstrating such compliance).


Section 3.     Amendment No.5 Effective Date; Conditions Precedent. This Amendment shall become effective on the date (the “Amendment No. 5 Effective Date”) on which the following conditions have been satisfied:


(a)     the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, a counterpart of this Amendment executed by the Borrower, the Administrative Agent and Lenders constituting the Majority Lenders;


(b)    the Borrower shall have paid to the extent invoiced at or before 1:00 p.m., New York City time, on the Business Day immediately prior to the Amendment No. 5 Effective Date, all out‐of‐pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 9.03 of the Credit Agreement or any other Loan Document; 


(c)    the representations and warranties contained in Section 4 hereof shall be true and correct; and


(d)    no Default or Event of Default shall have occurred and be continuing.


The Administrative Agent shall notify the Borrower and the Lenders of the Amendment No. 5 Effective Date, and such notice shall be conclusive and binding.


Section 4.    Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants that, before and after giving effect to each of the amendments set forth in this Amendment:


(a)    the representations and warranties set forth in Article III of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality or Material Adverse Effect in the text thereof, such representations and warranties are true and correct in all respects) on and as of the Amendment No. 5 Effective Date, except to the extent made as of a specific date, which representations and warranties shall have been true and correct in all material respects as of such specific date (or, in the case of any such representation and warranties that are qualified as to materiality or Material Adverse Effect in the text thereof, such representations and warranties shall have been true and correct in all respects as of such specific date); and


(b)    no Default or Event of Default has occurred and is continuing on the Amendment No. 5 Effective Date.
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Section 5. Confirmation of Loan Documents. Except as expressly contemplated hereby, the terms, provisions, conditions and covenants of the Credit Agreement, as amended by this Amendment, and the other Loan Documents remain in full force and effect and are hereby ratified and confirmed, and the execution, delivery and performance of this Amendment shall not, except as expressly set forth in this Amendment, operate as a waiver of, consent to or amendment of any term, provision, condition or covenant thereof. Without limiting the generality of the foregoing, except pursuant hereto or as expressly contemplated or amended hereby, nothing contained herein shall be deemed: (a) to constitute a waiver of compliance or consent to noncompliance by any Loan Party with respect to any term, provision, condition or covenant of the Credit Agreement or any other Loan Document; (b) to prejudice any right or remedy that the Administrative Agent or any Lender may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document; or (c) to constitute a waiver of compliance or consent to noncompliance by the Borrower with respect to the terms, provisions, conditions and covenants of the Credit Agreement and the other Loan Documents made the subject hereof.


Section 6. Ratification of Collateral Documents. The Borrower hereby acknowledges and ratifies, on behalf of itself and each other Loan Party, the existence and priority of the Liens granted by the Loan Parties in and to the Collateral in favor of the Secured Parties and represents and warrants, on behalf of itself and each other Loan Party, that such Liens and security interests are valid, existing and in full force and effect.  The Borrower hereby ratifies and confirms, on behalf of itself and each other Loan Party, each Loan Party’s obligations under the Collateral Documents to which such Loan Party is a party and hereby represents and acknowledges, on behalf of itself and each other Loan Party, that the Loan Parties have no claims, counterclaims, offsets, credits or defenses to the Loan Documents or the performance of their obligations thereunder.  Furthermore, the Borrower agrees, on behalf of itself and each other Loan Party, that nothing contained in this Amendment shall adversely affect any right or remedy of the Administrative Agent or the Lenders under the Collateral Documents or any of the other Loan Documents.  Finally, the Borrower hereby represents and warrants, on behalf of itself and each other Loan Party, that the execution and delivery of this Amendment and the other documents executed in connection herewith shall in no way change or modify its or any other Loan Party’s obligations as a debtor, pledgor, assignor, obligor, grantor, mortgagor and/or chargor under any Collateral Document and the other Loan Documents and shall not constitute a waiver by the Administrative Agent or the Lenders of any of their rights against any Loan Party. 


Section 7. Effect of Amendment. From and after the Amendment No. 5 Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references to the Credit Agreement in the Loan Documents and any and all other agreements, instruments, documents, notes, certificates, guaranties and other writings of every kind and nature shall be deemed to mean the Credit Agreement as modified by this Amendment. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents. 


Section 8. Costs and Expenses. Pursuant to the terms of Section 9.03 of the Credit Agreement, the Borrower agrees to pay all reasonable and documented out-of-pocket expenses 
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incurred by the Administrative Agent and its Affiliates in connection with the preparation, execution and enforcement of this Amendment.


Section 9. Choice of Law. This Amendment and all other documents executed in connection herewith and the rights and obligations of the parties hereto and thereto, shall be construed in accordance with and governed by the law of the State of New York. 


Section 10. Counterparts; Integration; Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment, the Credit Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Amendment shall become effective on the Amendment No. 5 Effective Date, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page to this Amendment by facsimile, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.


Section 11. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.


[Remainder of page intentionally left blank; signature pages follow.]



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.




SOUTHWESTERN ENERGY COMPANY, 
a Delaware corporation


By:    /s/ Randall Barron_                                    
Name:  Randall Barron                           
Title:   Vice President and Treasurer       










































































Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)








JPMORGAN CHASE BANK, N.A., as
Administrative Agent and as a Lender


By:    /s/ Travis Watson                                        
          Name:  Travis Watson                                
          Title:    Vice President                                




Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






BANK OF AMERICA, N.A., as a Lender 


By:    /s/ Raza Jafferi                                            
         Name:  Raza Jafferi                                     
          Title:    Director                                         




Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






WELLS FARGO BANK, N.A., as a Lender 


By:    /s/ Jonathan Herrick                                  
       Name:  Jonathan Herrick                             
       Title:     Director                                          




Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






CITIBANK, N.A., as a Lender


By:    /s/ Ivan Davey                                              
         Name:  Ivan Davey                                       
         Title:   Vice President                                  




Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






MUFG BANK, LTD., 
as a Lender


By:    /s/ Traci Bankston                                      
        Name:  Traci Bankston                                 
        Title:     Director                                           




Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






MIZUHO BANK, LTD., as a Lender


By:    /s/ Raymond Ventura                               
          Name:  Raymond Ventura                       
          Title:     Managing Director                     




Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






ROYAL BANK OF CANADA, 
as a Lender


By:    /s/ Don J. McKinnerney                                
         Name:  Don J. McKinnerney                        
          Title:   Authorized Signatory                       




Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






BANK OF MONTREAL,  
as a Lender


By:    /s/ Hill Taylor                                               
         Name:  Hill Taylor                                        
         Title:    Vice President                                 








Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






SUMITOMO MITSUI BANKING 
CORPORATION,  
as a Lender


By:    /s/ Michael Maguire                                   
          Name:  Michael Maguire                              
          Title:    Managing Director                        




Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






BBVA USA,  
as a Lender


By:    /s/ Gabriela Azcarate                                    
          Name: Gabriela Azcarate                             
          Title:   Senior Vice President                      




Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






CRÉDIT AGRICOLE CORPORATE AND
INVESTMENT BANK,  
as a Lender


By:    /s/ Michael Willis                                        
         Name:  Michael Willis                                
         Title:   Managing Director                          


By:    /s/ Louis P. Laville, III                                
         Name:  Louis P. Laville, III                         
         Title:   Managing Director                          




Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK BRANCH
as a Lender


By:    /s/ Trudy Nelson                                        
        Name:  Trudy Nelson                                  
        Title:   Authorized Signatory                      


By:    /s/ Scott W. Danvers                                  
        Name:  Scott W. Danvers                            
        Title:   Authorized Signatory                      




Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






TRUIST BANK, formerly known as BRANCH
BANKING AND TRUST COMPANY, 
as a Lender


By:    /s/ Lincoln LaCour                                       
       Name:  Lincoln LaCour                                    
       Title:    Vice President                                  




Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






FIFTH THIRD BANK,  NATIONAL
ASSOCIATION,
as a Lender


By:    /s/ Larry Hayes                                           
         Name:  Larry Hayes                                   
         Title:     Director                                          




Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






CREDIT SUISSE AG, CAYMAN ISLANDS 
BRANCH,  
as a Lender


By:    /s/ Nupur Kumar                                         
        Name:  Nupur Kumar                                 
        Title:     Authorized Signatory                     


By:    /s/ Christopher Zybrick                              
        Name:  Christopher Zybrick                       
        Title:     Authorized Signatory                     




Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






HSBC BANK USA, N.A., as a Lender


By:    /s/ Michael Bustios                                       
          Name:  Michael Bustios                               
          Title:    Senior Vice President                      






Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






REGIONS BANK, 
as a Lender


By:    /s/ Miles Matter                                           
         Name:  Miles Matter                                   
         Title:    Vice President                                 




Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






PNC BANK, NATIONAL ASSOCIATION, 
as a Lender


By:    /s/ Sandra Salazar                                        
         Name: Sandra Salazar                                   
         Title:   Managing Director                           








Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






CITIZENS BANK, N.A., 
as a Lender


By:    /s/ David Slye                                           
      Name:  David Slye                                          
      Title:    Managing Director                          






Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






ING CAPITAL LLC, 
as a Lender


By:    /s/ Juli Bieser                                                   
        Name:  Juli Bieser                                               
        Title:    Managing Director                                




By:    /s/ Lauren Gutterman                                       
        Name:  Lauren Gutterman                                   
        Title:    Vice President                                       
Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






NATIXIS, NEW YORK BRANCH, 
as a Lender


By:    /s/ Vikram Nath                                            
      Name:  Vikram Nath                                          
      Title:    Director                                           




By:    /s/ Ajay Prakash                                            
      Name:  Ajay Prakash                                          
      Title:    Director                                            


Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






KEYBANK NATIONAL ASSOCIATION,  
as a Lender


By:    /s/ George E. McKean                                
          Name:  George E. McKean                        
          Title:    Senior Vice President                    










Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






GOLDMAN SACHS LENDING PARTNERS 
LLC,  
as a Lender


By:    /s/ Jamie Minieri                                              
         Name:  Jamie Minieri                                        
         Title:     Authorized Signatory                          








Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






MORGAN STANLEY SENIOR FUNDING, INC., 
as a Lender


By:    /s/ Jack Kuhns                                               
       Name:  Jack Kuhns                                          
       Title:    Vice President                                 








Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)






SHELL TRADING RISK MANAGEMENT, LLC, 
as a Lender


By:    /s/ Carla E. Vincitore                                    
       Name:  Carla E. Vincitore                               
       Title:    President                                           
Signature Page to Amendment No. 5 to Credit Agreement
(Southwestern Energy Company)