EXHIBIT 10.1

 

THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT

 

This THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT  (this “Amendment”) is made as of October 26, 2011, by and among ANTERO RESOURCES CORPORATION, a Delaware corporation (“Antero”), ANTERO RESOURCES PICEANCE CORPORATION, a Delaware corporation (“Antero Piceance”), ANTERO RESOURCES PIPELINE CORPORATION, a Delaware corporation (“Antero Pipeline”), and ANTERO RESOURCES APPALACHIAN CORPORATION, a Delaware corporation (“Antero Appalachian” and, together with Antero, Antero Piceance and Antero Pipeline, each, a “Borrower” and collectively, the “Borrowers”), CERTAIN SUBSIDIARIES OF BORROWERS, as Guarantors, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).  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 Borrowers, the Guarantors, the Administrative Agent and the Lenders have entered into that certain Fourth Amended and Restated Credit Agreement, dated as of November 4, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and

 

WHEREAS, the Administrative Agent, the Lenders, the Borrowers and the Guarantors have agreed to amend the Credit Agreement as provided herein subject to the terms and conditions set forth herein.

 

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 Borrowers, the Guarantors, the Administrative Agent and the Lenders hereby agree as follows:

 

SECTION 1.         Amendments to Credit Agreement.  Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 5 of this Amendment, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended in the manner provided in this Section 1.

 

1.1     Amended Definitions.  The following definitions in Section 1.01 of the Credit Agreement shall be and they hereby are amended and restated in their respective entireties to read as follows:

 

“Aggregate Commitment” means, at any time, the sum of the Commitments of all the Lenders at such time, as such amount may be reduced or increased from time to time pursuant to Section 2.02 and Section 2.03; provided that such amount shall not at any time exceed the lesser of (a) the Borrowing

 











 

Base then in effect and (b) the Maximum Facility Amount.  As of the Third Amendment Effective Date, the Aggregate Commitment is $850,000,000.

 

“Fee Letters” means (a) that certain fee letter, dated October 7, 2010, among the Borrowers, the Administrative Agent and J.P. Morgan Securities LLC, (b) that certain fee letter, dated October 7, 2010, among the Borrowers, Wells Fargo Bank, N.A. and Wells Fargo Securities, LLC, (c) that certain fee letter, dated May 3, 2011, among the Borrowers, the Administrative Agent and J.P. Morgan Securities LLC, (d) that certain fee letter, dated May 3, 2011, among the Borrowers, Wells Fargo Bank, N.A. and Wells Fargo Securities, LLC, and (e) that certain fee letter, dated October 26, 2011, among the Borrowers, the Administrative Agent and J.P. Morgan Securities LLC.

 

1.2     Additional Definition.  The following definition shall be and it hereby is added to Section 1.01 of the Credit Agreement in appropriate alphabetical order:

 

“Third Amendment Effective Date” means October 26, 2011.

 

1.3          Schedules.  Schedule 1.01 to the Credit Agreement shall be and it hereby is amended in its entirety and replaced with Schedule 1.01 attached hereto.

 

SECTION 2.         Redetermined Borrowing Base.  This Amendment shall constitute notice of the Redetermination of the Borrowing Base pursuant to Section 3.05 of the Credit Agreement, and the Administrative Agent, the Lenders, the Borrowers and the Guarantors hereby acknowledge that effective as of the Third Amendment Effective Date, the Borrowing Base is $1,200,000,000, and such redetermined Borrowing Base shall remain in effect until the earlier of (i) the next Redetermination of the Borrowing Base and (ii) the date such Borrowing Base is otherwise adjusted pursuant to the terms of the Credit Agreement.

 

SECTION 3.         New Lenders and Reallocation and Increase of Commitments.  The Lenders have agreed among themselves to reallocate their respective Commitments, and to, among other things, (a) permit one or more of the Lenders to increase their respective Commitments under the Credit Agreement (each, an “Increasing Lender”) and (b) allow certain financial institutions identified by J.P. Morgan Securities LLC (“J.P. Morgan”), in its capacity as an Arranger, in consultation with the Borrowers, to become a party to the Credit Agreement as a Lender (each, a “New Lender”) by acquiring an interest in the Aggregate Commitment.  Each of the Administrative Agent and the Borrowers hereby consent to (i) the reallocation of the Commitments, (ii) each New Lender’s acquisition of an interest in the Aggregate Commitment, and (iii) the increase in each Increasing Lender’s Commitment.  On the date this Amendment becomes effective and after giving effect to such reallocation and increase of the Aggregate Commitment, the Commitment of each Lender shall be as set forth on Schedule 1.01 of this Amendment.  Each Lender hereby consents to the Commitments set forth on Schedule 1.01 of this Amendment.  The reallocation of the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation.  The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) of the Credit

 











 

Agreement with respect to the assignments and reallocations contemplated by this Section 3.  The increase in each Increasing Lender’s Commitment and the acquisition by each New Lender of an interest in the Aggregate Commitment shall be deemed to have been consummated pursuant to the terms of the Lender Certificate attached as Exhibit E to the Credit Agreement as if such Increasing Lender or New Lender, as the case may be, had executed a Lender Certificate with respect to such increase or acquisition.  To the extent requested by any Lender and in accordance with Section 2.16 of the Credit Agreement, the Borrowers shall pay to such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts required to be paid by the Borrowers under Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 3.

 

SECTION 4.         Security Agreement Clarification.  The Administrative Agent, each Lender and each Credit Party hereby agrees that to the extent of any inconsistencies in Sections 5.6 and 5.7 of the Security Agreement and Section 2.18(b) of the Credit Agreement regarding the pro-rata sharing of payments required thereby, Section 5.6 of the Security Agreement and Section 2.18(b) of the Credit Agreement shall control.

 

SECTION 5.         Conditions.  The amendments to the Credit Agreement contained in Section 1 of this Amendment, the redetermination of the Borrowing Base contained in Section 2 of this Amendment, the increase and reallocation of the Commitments contained in Section 3 of this Amendment, and the clarification to the Security Agreement set forth in Section 4 of this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this Section 5.

 

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

 

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

 

5.3     Fees.  The Borrowers, the Administrative Agent and J.P. Morgan shall have executed and delivered a fee letter in connection with this Amendment, and the Administrative Agent and J.P. Morgan shall have received the fees separately agreed upon in such fee letter.

 

5.4     Other Documents.  The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as the Administrative Agent or its special counsel may reasonably request, and all such documents shall be in form and substance reasonably satisfactory to the Administrative Agent.

 

SECTION 6.  Post-Closing Covenant.  Within thirty (30) days following the Third Amendment Effective Date (or such longer period as permitted by the Administrative Agent in its sole discretion), the Borrowers shall deliver to the Administrative Agent Mortgages and title information, in each case, reasonably satisfactory to the Administrative Agent with respect to the

 











 

Borrowing Base Properties, or the portion thereof, as required by Sections 6.09 and 6.10 of the Credit Agreement.

 

SECTION 7.         Representations and Warranties of Credit Parties.  To induce the Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to the Lenders as follows:

 

7.1     Reaffirmation of Representations and Warranties/Further Assurances.  After giving effect to the amendments herein, each representation and warranty of such Credit Party contained in the Credit Agreement and in each of the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date).

 

7.2     Corporate Authority; No Conflicts.  The execution, delivery and performance by each Credit Party of this Amendment are within such Credit Party’s corporate or other organizational powers, have been duly authorized by necessary action, require no action by or in respect of, or filing with, any court or agency of government and do not violate or constitute a default under any provision of any applicable law or other agreements binding upon any Credit Party or result in the creation or imposition of any Lien upon any of the assets of any Credit Party except for Permitted Liens and otherwise as permitted in the Credit Agreement.

 

7.3     Enforceability.  This Amendment constitutes the valid and binding obligation of the Borrowers and each other Credit Party enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general application.

 

7.4     No Default.  As of the date hereof, both before and immediately after giving effect to this Amendment, no Default has occurred and is continuing.

 

7.5     Organizational Documents.  As of the date hereof, there have been no amendments, supplements, modifications or changes to the Organizational Documents of the Credit Parties since copies of such Organizational Documents were delivered to the Administrative Agent on November 4, 2010 (or in the case of Antero Bluestone, on March 31, 2011), and each of the Organizational Documents of the Credit Parties is in full force and effect on the date hereof.

 

SECTION 8.   Miscellaneous.

 

8.1     Reaffirmation of Loan Documents and Liens.  Any and all of the terms and provisions of the Credit Agreement and the 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 Borrower and each Guarantor hereby agree 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.

 

8.2     Parties in Interest.  All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

 

8.3     Legal Expenses.  Each Credit Party hereby agrees to pay all reasonable fees and expenses of special counsel to the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related documents.

 

8.4     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.

 

8.5     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 BETWEEN THE PARTIES.

 

8.6     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.

 

8.7     Governing Law.  This Amendment shall be construed in accordance with and governed by the laws of the State of New York.

 

8.8     Loan Document.  This Amendment shall constitute a Loan Document for all purposes and in all respects.

 

[Remainder of page intentionally blank.

Signature pages follow.]

 











 

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

 

	
 
    	
BORROWERS:
    
	
 
    	
 
    	
 
    
	
 
    	
ANTERO   RESOURCES CORPORATION
    
	
 
    	
 
    	
 
    
	
 
    	
ANTERO   RESOURCES PICEANCE CORPORATION
    
	
 
    	
 
    	
 
    
	
 
    	
ANTERO   RESOURCES PIPELINE CORPORATION
    
	
 
    	
 
    	
 
    
	
 
    	
ANTERO   RESOURCES APPALACHIAN CORPORATION
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Alvyn A. Schopp
    
	
 
    	
 
    	
Name:
    	
Alvyn   A. Schopp
    
	
 
    	
 
    	
Title:
    	
Treasurer   and Vice President,
    
	
 
    	
 
    	
 
    	
Administration   and Accounting
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
RESTRICTED   SUBSIDIARIES:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
ANTERO   RESOURCES FINANCE CORPORATION
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Alvyn A. Schopp
    
	
 
    	
 
    	
Name:
    	
Alvyn   A. Schopp
    
	
 
    	
 
    	
Title:
    	
Treasurer   and Vice President,
    
	
 
    	
 
    	
 
    	
Administration   and Accounting
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
ANTERO   RESOURCES BLUESTONE LLC
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Alvyn A. Schopp
    
	
 
    	
 
    	
Name:   
    	
Alvyn   A. Schopp
    
	
 
    	
 
    	
Title:
    	
Vice   President — Accounting &
    
	
 
    	
 
    	
 
    	
Administration/Treasurer
    


 











 

	
 
    	
JPMORGAN   CHASE BANK, N.A.,
    
	
 
    	
as   Administrative Agent, Issuing Bank and a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Brian Orlando
    
	
 
    	
 
    	
Name:
    	
Brian   Orlando
    
	
 
    	
 
    	
Title:
    	
Authorized   Officer
    


 











 

	
 
    	
WELLS   FARGO BANK, N.A.,
    
	
 
    	
as   Syndication Agent and a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Oleg Kogan
    
	
 
    	
 
    	
Name:
    	
Oleg   Kogan
    
	
 
    	
 
    	
Title:
    	
Director
    


 











 

	
 
    	
BANK   OF SCOTLAND PLC,
    
	
 
    	
as   Co-Documentation Agent and a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Julia R. Franklin
    
	
 
    	
 
    	
Name:
    	
Julia   R. Franklin
    
	
 
    	
 
    	
Title:
    	
Assistant   Vice President
    


 











 

	
 
    	
BNP   PARIBAS,
    
	
 
    	
as   Co-Documentation Agent and a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Russell Otts
    
	
 
    	
 
    	
Name:
    	
Russell   Otts
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Matt Turner
    
	
 
    	
 
    	
Name:
    	
Matt   Turner
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 











 

	
 
    	
CREDIT   AGRICOLE CORPORATE AND INVESTMENT BANK,
    
	
 
    	
as   Co-Documentation Agent and a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Sharada Manne
    
	
 
    	
 
    	
Name:
    	
Sharada   Manne
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark A. Roche
    
	
 
    	
 
    	
Name:
    	
Mark   A. Roche
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    


 












 

	
 
    	
DEUTSCHE   BANK TRUST COMPANY AMERICAS,
    
	
 
    	
as   Co-Documentation Agent and a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael Getz
    
	
 
    	
 
    	
Name:
    	
Michael   Getz
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Erin Morrissey
    
	
 
    	
 
    	
Name:
    	
Erin   Morrissey
    
	
 
    	
 
    	
Title:
    	
Director
    


 











 

	
 
    	
UNION   BANK, N.A.,
    
	
 
    	
as   Co-Documentation Agent and a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jarrod Bourgeois
    
	
 
    	
 
    	
Name:
    	
Jarrod   Bourgeois
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 











 

	
 
    	
BARCLAYS   BANK PLC,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Vannessa A. Kurbatskiy
    
	
 
    	
 
    	
Name:
    	
Vanessa   A. Kurbatskiy
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 











 

	
 
    	
COMERICA   BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Katya Evseev
    
	
 
    	
 
    	
Name:
    	
Katya   Evseev
    
	
 
    	
 
    	
Title:
    	
CorporateBankingOfficer
    


 











 

	
 
    	
CREDIT   SUISSE AG, CAYMAN ISLANDS BRANCH,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nupur Kumar
    
	
 
    	
 
    	
Name:
    	
Nupur   Kumar
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael D. Spaight
    
	
 
    	
 
    	
Name:
    	
Michael   D. Spaight
    
	
 
    	
 
    	
Title:
    	
Associate
    


 











 

	
 
    	
KEY   BANK NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David M. Morris
    
	
 
    	
 
    	
Name:
    	
David   M. Morris
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 











 

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


 











 

	
 
    	
GUARANTY   BANK AND TRUST COMPANY,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Gail J. Nofsinger
    
	
 
    	
 
    	
Name:
    	
Gail   J. Nofsinger
    
	
 
    	
 
    	
Title:
    	
SeniorVicePresident
    


 











 

	
 
    	
CITIBANK,   N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Miller
    
	
 
    	
 
    	
Name:
    	
John   Miller
    
	
 
    	
 
    	
Title:
    	
VicePresident
    


 











 

SCHEDULE 1.01

 

Applicable Percentages and Commitments

 

	
Lender
    	
 
    	
Applicable
   Percentage
    	
 
    	
Commitment
    	
 
    
	
JPMorgan Chase Bank, N.A.
    	
 
    	
11.764705882
    	
%
    	
$
    	
100,000,000
    	
 
    
	
Wells Fargo Bank, N.A.
    	
 
    	
11.764705882
    	
%
    	
$
    	
100,000,000
    	
 
    
	
Credit Agricole Corporate and Investment Bank
    	
 
    	
9.411764706
    	
%
    	
$
    	
80,000,000
    	
 
    
	
Deutsche Bank Trust Company Americas
    	
 
    	
9.411764706
    	
%
    	
$
    	
80,000,000
    	
 
    
	
Union Bank, N.A.
    	
 
    	
9.411764706
    	
%
    	
$
    	
80,000,000
    	
 
    
	
BNP Paribas
    	
 
    	
8.823529412
    	
%
    	
$
    	
75,000,000
    	
 
    
	
Bank of Scotland, plc
    	
 
    	
8.529411765
    	
%
    	
$
    	
72,500,000
    	
 
    
	
Barclays Bank PLC
    	
 
    	
6.176470588
    	
%
    	
$
    	
52,500,000
    	
 
    
	
Comerica Bank
    	
 
    	
6.176470588
    	
%
    	
$
    	
52,500,000
    	
 
    
	
Citibank, N.A.
    	
 
    	
5.882352941
    	
%
    	
$
    	
50,000,000
    	
 
    
	
KeyBank National Association
    	
 
    	
4.235294118
    	
%
    	
$
    	
36,000,000
    	
 
    
	
U.S. Bank National Association
    	
 
    	
4.235294118
    	
%
    	
$
    	
36,000,000
    	
 
    
	
Credit Suisse AG, Cayman Islands Branch
    	
 
    	
3.117647059
    	
%
    	
$
    	
26,500,000
    	
 
    
	
Guaranty Bank and Trust Company
    	
 
    	
1.058823529
    	
%
    	
$
    	
9,000,000
    	
 
    
	
TOTAL
    	
 
    	
100.0000000
    	
%
    	
$
    	
850,000,000