Exhibit 10.1

 

THIRTEENTH AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT

 

This THIRTEENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of September 8, 2014, by and among ANTERO RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, 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, Borrower, 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, Borrower 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, Borrower, 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 2 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                               Additional Definitions.  The following definitions shall be and they hereby are added to Section 1.01 of the Credit Agreement in appropriate alphabetical order:

 

“Thirteenth Amendment Effective Date” means September 8, 2014.

 

1.2                               Additional Reductions in Borrowing Base.  Section 3.06 of the Credit Agreement, shall be and it hereby is amended and restated in its entirety as follows:

 

Unless otherwise waived in writing by the Required Lenders, upon the issuance of any Senior Notes by any Credit Party in accordance with Section 7.01(h) (other than any Permitted Refinancing that extends, refinances, renews, replaces, defeases or refunds existing Senior Notes), the Borrowing Base then in effect shall automatically be reduced by $250 for each $1,000 in stated principal amount of such Senior Notes on the date such Senior Notes are issued; provided that no such reduction shall be required with respect

 

ANTERO RESOURCES CORPORATION

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

 

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to any Senior Notes in a stated principal amount of up to $1,000,000,000 issued from and including the Thirteenth Amendment Effective Date to but excluding the next Scheduled Redetermination of the Borrowing Base.

 

SECTION 2.                                       Conditions.  The amendments to the Credit Agreement contained in Section 1 of this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this Section 2.

 

2.1                               Execution and Delivery.  Each Credit Party, the Lenders (or at least the required percentage thereof), and the Administrative Agent shall have executed and delivered this Amendment.

 

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

 

SECTION 3.                                       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:

 

3.1                               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).

 

3.2                               Reaffirmation of Guarantee.  Both before and immediately after giving effect to this Amendment, each Guarantor hereby expressly reaffirms its guarantee of the Guaranteed Liabilities under Article VIII of the Credit Agreement.

 

3.3                               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.

 

3.4                               Enforceability.  This Amendment constitutes the valid and binding obligation of Borrower 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.

 

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

 

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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 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.  Borrower and each Guarantor 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                               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.

 

4.3                               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.

 

4.4                               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.

 

4.5                               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.

 

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

 

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

 

[Remainder of page intentionally blank.

Signature pages follow.]

 

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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.

 

	
 
    	
BORROWER:
    
	
 
    	
 
    
	
 
    	
ANTERO   RESOURCES CORPORATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Alvyn A. Schopp
    
	
 
    	
 
    	
Name:
    	
Alvyn   A. Schopp
    
	
 
    	
 
    	
Title:
    	
Chief   Administrative Officer and Regional Vice President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
GUARANTORS:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ANTERO   RESOURCES MIDSTREAM LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Alvyn A. Schopp
    
	
 
    	
 
    	
Name:   
    	
Alvyn   A. Schopp
    
	
 
    	
 
    	
Title:
    	
Chief   Administrative Officer and Regional Vice President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
ANTERO   MIDSTREAM LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Alvyn A. Schopp
    
	
 
    	
 
    	
Name:   
    	
Alvyn   A. Schopp
    
	
 
    	
 
    	
Title:
    	
Chief   Administrative Officer and Regional Vice President
    


 

	
ANTERO RESOURCES   CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO   CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

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


 

	
ANTERO RESOURCES   CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO   CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

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


 

	
ANTERO RESOURCES   CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO   CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

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


 

	
ANTERO RESOURCES   CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO   CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

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


 

	
ANTERO RESOURCES   CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO   CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

	
 
    	
CITIBANK,   N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Eamon Baqui
    
	
 
    	
 
    	
Name:
    	
Eamon   Baqui
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

	
ANTERO RESOURCES   CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO   CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

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


 

	
ANTERO RESOURCES   CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO   CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 












 

	
 
    	
CAPITAL   ONE, NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Victor Ponce de León
    
	
 
    	
 
    	
Name:
    	
Victor   Ponce de León
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

	
ANTERO RESOURCES CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

	
 
    	
TORONTO   DOMINION (NEW YORK) LLC,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Masrood Fikree
    
	
 
    	
 
    	
Name:
    	
Masrood   Fikree
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    


 

	
ANTERO RESOURCES CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

	
 
    	
COMERICA   BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Devin S. Eaton
    
	
 
    	
 
    	
Name:
    	
Devin   S. Eaton
    
	
 
    	
 
    	
Title:
    	
Relationship   Manager
    


 

	
ANTERO RESOURCES CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

	
 
    	
BMO   HARRIS BANK N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Melissa Guzmann
    
	
 
    	
 
    	
Name:
    	
Melissa   Guzmann
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

	
ANTERO RESOURCES CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

	
 
    	
U.S.   BANK NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Daniel K. Hansen
    
	
 
    	
 
    	
Name:
    	
Daniel   K. Hansen
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

	
ANTERO RESOURCES CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

	
 
    	
CREDIT   SUISSE AG, CAYMAN ISLANDS BRANCH,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael Spaight
    
	
 
    	
 
    	
Name:
    	
Michael   Spaight
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Samuel Miller
    
	
 
    	
 
    	
Name:
    	
Samuel   Miller
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    


 

	
ANTERO RESOURCES CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

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


 

	
ANTERO RESOURCES CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

	
 
    	
BRANCH   BANKING AND TRUST COMPANY,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   James Giordano
    
	
 
    	
 
    	
Name:
    	
James   Giordano
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

	
ANTERO RESOURCES CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

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


 

	
ANTERO RESOURCES CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

	
 
    	
KEYBANK   NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Dravenstott
    
	
 
    	
 
    	
Name:
    	
John   Dravenstott
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

	
ANTERO RESOURCES CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 












 

	
 
    	
ABN   AMRO CAPITAL USA LLC,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Darrell Holley
    
	
 
    	
 
    	
Name:
    	
Darrell   Holley
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   David Montgomery
    
	
 
    	
 
    	
Name:
    	
David   Montgomery
    
	
 
    	
 
    	
Title:
    	
Executive   Director
    


 

	
ANTERO RESOURCES CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

	
 
    	
PNC   BANK NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jonathan Luchansky
    
	
 
    	
 
    	
Name:
    	
Jonathan   Luchansky
    
	
 
    	
 
    	
Title:
    	
Assistant   Vice President
    


 

	
ANTERO RESOURCES CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

	
 
    	
SUMITOMO   MITSUI BANKING CORPORATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Katsuyuki Kobo
    
	
 
    	
 
    	
Name:
    	
Katsuyuki   Kobo
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    


 

	
ANTERO RESOURCES CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

	
 
    	
FIFTH   THIRD BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Justin Crawford
    
	
 
    	
 
    	
Name:
    	
Justin   Crawford
    
	
 
    	
 
    	
Title:
    	
Director
    


 

	
ANTERO RESOURCES CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
    	
SIGNATURE PAGE
    


 











 

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


 

	
ANTERO RESOURCES CORPORATION
    	
 
    
	
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
    	
SIGNATURE PAGE