EX-10.13


		
			Exhibit 10.13
		

		
			 
		

		
			EXECUTION VERSION
		

		
			 
		

		
			SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED 
		

		
			CREDIT AGREEMENT
		

		
			 
		

		
			This SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of December 20, 2019, 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 Fifth Amended and Restated Credit Agreement, dated as of October 26, 2017 (as the same has been amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Agreement” and as further amended by this Amendment, the “Credit Agreement”); and
		

		
			WHEREAS, Borrower has requested that Administrative Agent and the Lenders enter into this Amendment to amend certain terms of the Existing Agreement as set forth herein; and 
		

		
			WHEREAS, Administrative Agent, the Lenders, Borrower and Guarantors desire to amend the Existing Agreement as provided herein upon 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 Majority 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 Existing Agreement shall be amended, effective as of the Second Amendment Effective Date, in the manner provided in this Section 1.




		
			 
		

			
	
			
				 1.1
			Indebtedness.    Section 7.01 of the Credit Agreement is hereby amended as follows: (i) Section 7.01(g) is hereby amended by deleting the word “and” at the end of such section, (ii) Section 7.01(h) is hereby re-lettered as a new Section 7.01(i), and (iii) a new Section 7.01(h) of the Credit Agreement is hereby added in its entirety to read as follows:




		
			 
		

		
			(h) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business or consistent with past practice, including those incurred to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice; and
		

		
			 
		

		
			


		 





		

			
	
			
				 SECTION 2.
			Conditions to Effectiveness.  This Amendment shall be effective upon the date each of the conditions set forth in this Section 2 is satisfied (the “Second Amendment Effective Date”)




		
			 
		

			
	
			
				 2.1
			Execution and Delivery.  Each Credit Party, at least the Majority Lenders and the Administrative Agent shall have executed and delivered this Amendment.




		
			 
		

			
	
			
				 2.2
			Certificates.  The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Credit Parties, this Amendment or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.




		
			 
		

			
	
			
				 2.3
			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. 




		
			 
		

			
	
			
				 2.4
			Representations and Warranties. Each of the representations and warranties contained in the Credit Agreement and in each of the other Loan Documents shall be true and correct in all material respects on and as of the Second Amendment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date and any representation or warranty which is qualified by reference to “materiality” or “Material Adverse Effect” is true and correct in all respects).




		
			 
		

			
	
			
				 2.5
			No Default.  No Default shall have occurred and be continuing as of the Second Amendment Effective Date.




		
			 
		

			
	
			
				 2.6
			Fees.  The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Second Amendment Effective Date.




		
			 
		

			
	
			
				 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.  Both before and 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 relate solely to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date and any representation or warranty which is qualified by reference to “materiality” or “Material Adverse Effect” is true and correct in all respects).




		
			 
		

			
	
			
				 3.2
			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 Governmental Authority 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.




		
			 
		

		
			


		 





		

			
	
			
				 3.3
			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.




		
			 
		

			
	
			
				 3.4
			No Default.  As of the date hereof, both before and immediately after giving effect to this Amendment, no Default has occurred and is continuing. 




		
			 
		

			
	
			
				 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
			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.




		
			 
		

			
	
			
				 4.6
			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.




		
			 
		

			
	
			
				 4.7
			Governing Law.  This Amendment shall be construed in accordance with and governed by the laws of the State of New York.




		
			 
		

			
	
			
				 4.8
			Reference to and Effect on the Loan Documents. 




		
			 
		

			
	
			
				
			(a)This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects.  Each reference in the Existing Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Existing Agreement or in any other Loan Document, or other agreements, documents or other instruments executed and delivered pursuant to the 





		 




	Existing Agreement to the “Credit Agreement”, shall mean and be a reference to the Existing Agreement as amended by this Amendment.




			
	
			
				
			(b)The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.




		
			 
		

		
			[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.
		

		
			BORROWER:
		

		
			ANTERO RESOURCES CORPORATION 
		

		
			 
		

		
			 
		

		
			By:/s/ Alvyn A. Schopp
		

		
			Name:Alvyn A. Schopp
		

		
			Title:  Chief Administrative Officer,
		

		
			  Regional Senior Vice President and 
		

		
			  Treasurer
		

		
			 
		

		
			GUARANTOR:
		

		
			ANTERO SUBSIDIARY HOLDINGS LLC
		

		
			MONROE PIPELINE LLC 


By:/s/ Alvyn A. Schopp
		

		
			Name: Alvyn A. Schopp
Title:  Chief Administrative Officer, Regional Senior Vice President and Treasurer
		

		
			 
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND 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


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		







WELLS FARGO BANK, N.A.,
		

		
			as Issuing Bank and a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Jonathan Herrick
		

		
			Name:Jonathan Herrick
		

		
			Title:Director
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			BARCLAYS BANK PLC,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Jake Lam
		

		
			Name:Jake Lam
		

		
			Title:Assistant Vice President
		

		
			 
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			BMO HARRIS BANK N.A.,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Melissa Guzmann
		

		
			Name:Melissa Guzmann
		

		
			Title:Director
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			CAPITAL ONE, NATIONAL ASSOCIATION,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Monica Pantea
		

		
			Name:Monica Pantea
		

		
			Title:Vice President
		

		
			 
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			CITIBANK, N.A.,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Michael Zeller
		

		
			Name:Michael Zeller
		

		
			Title:Vice President
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Michael Willis
		

		
			Name:Michael Willis
		

		
			Title:Managing Director
		

		
			 
		

		
			 
		

		
			By:/s/ Joseph Cariello
		

		
			Name:Joseph Cariello
		

		
			Title:Director
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			THE BANK OF NOVA SCOTIA, HOUSTON BRANCH
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Marc Graham
		

		
			Name:Marc Graham
		

		
			Title:Managing Director and Co-Head US Corporate Banking Energy
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			BBVA USA,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Mark H. Wolf
		

		
			Name: Mark H. Wolf
		

		
			Title:Senior Vice President
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			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
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Nupur Kumar
		

		
			Name:Nupur Kamar
		

		
			Title:Authorized Signatory
		

		
			 
		

		
			By:/s/ Bastien Dayer
		

		
			Name:Bastien Dayer
		

		
			Title:Authorized Signatory
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			DNB CAPITAL LLC,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Leila Zomorrodian
		

		
			Name:Leila Zomorrodian
		

		
			Title:First Vice President
		

		
			 
		

		
			By:/s/ James Dee Grubb
		

		
			Name:James Dee Grubb
		

		
			Title:First Vice President
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			ING CAPITAL LLC,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Juli Bieser
		

		
			Name:Juli Bieser
		

		
			Title:Managing Director
		

		
			 
		

		
			By:/s/ Charles Hall
		

		
			Name:Charles Hall
		

		
			Title:Managing Director
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			SUMITOMO MITSUI BANKING CORPORATION,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Michael Maguire
		

		
			Name:Michael Maguire
		

		
			Title:Executive Director
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Peter Kuo
		

		
			Name:Peter Kuo
		

		
			Title:Authorized Signatory
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			TRUIST BANK, formerly known as Branch Banking and Trust Company,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Greg Krablin
		

		
			Name:Greg Krablin
		

		
			Title:Senior Vice President
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			COMERICA BANK,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Mark Fuqua
		

		
			Name:Mark Fuqua
		

		
			Title:Executive Vice President
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			PNC BANK NATIONAL ASSOCIATION,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Brittany M. Lehr
		

		
			Name:Brittany M. Lehr
		

		
			Title:Assistant Vice President
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			TRUIST BANK, successor by merger to SunTrust Bank,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Brian Guffin
		

		
			Name:Brian Guffin
		

		
			Title:Managing Director
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			U.S. BANK NATIONAL ASSOCIATION,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ John C. Lozano
		

		
			Name:John C. Lozano
		

		
			Title:Senior Vice President
		

		
			 
		

		
			 
		

		
			
		

		
			


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE


				




		

			 

		








		

		
			ROYAL BANK OF CANADA,
		

		
			as a Lender
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Katy Berkemeyer
		

		
			Name:Katy Berkemeyer
		

		
			Title:Authorized Signatory
		

		
			 
		

		
			 
		


		 


			

					

						 


					

					

						 


				
	

					

						ANTERO RESOURCES CORPORATION


					

						SECOND AMENDMENT TO CREDIT AGREEMENT


					

					

						SIGNATURE PAGE