EX-10.1


 Exhibit 10.1 
  

 
  

FIRST AMENDMENT TO 

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 dated as of October 20, 2014, 

among 
 RICE ENERGY
INC., 
 as Borrower, 

The Guarantors Party Hereto, 

WELLS FARGO BANK, N.A., 

as Administrative Agent, 

and 
 The Lenders Party
Hereto 
 WELLS FARGO SECURITIES, LLC, 

as Sole Lead Arranger and Sole Bookrunner 
  

 
  






 FIRST AMENDMENT TO 

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 This FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of October 20, 2014 (the “First Amendment Effective Date”), is among
RICE ENERGY INC., a Delaware corporation (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Loan
Parties”); each of the Lenders that is a signatory hereto; and WELLS FARGO BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity,
the “Administrative Agent”). 
 Recitals 

A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Third Amended and Restated Credit Agreement dated as of
April 10, 2014 (as amended prior to the date hereof, the “Credit Agreement”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of the
Borrower. 
 B. The parties hereto desire to amend certain terms of the Credit Agreement as set forth herein and to increase the Borrowing
Base from $385,000,000 to $550,000,000, in each case, to be effective as of the First Amendment Effective Date. 
 C. The Borrower has
requested that PNC Bank, National Association, SunTrust Bank, Capital One, National Association, and Amegy Bank National Association (each, a “New Lender” and, collectively, the “New Lenders”) become Lenders under
the Credit Agreement with a Maximum Credit Amount in the amount as shown on Annex I to the Credit Agreement (as amended hereby). 
 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 First
Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this First Amendment refer to the Credit Agreement. 

Section 2. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this First Amendment,
and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement shall be amended effective as of the First Amendment Effective Date in the manner provided in this Section 2.


  
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 2.1 Additional Definitions. Section 1.02 of the Credit Agreement is hereby amended to
add thereto in alphabetical order the following definitions which shall read in full as follows: 
 “First
Amendment” means that certain First Amendment to Third Amended and Restated Credit Agreement dated as of October 20, 2014, among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto. 

“First Amendment Effective Date” means October 20, 2014. 

2.2 Amended Definitions. The definitions of “Borrowing Base”, “EBITDAX” and “Loan
Documents” contained in Section 1.02 of the Credit Agreement are hereby amended and restated in their entirety to read in full as follows: 

“Borrowing Base” means at any time an amount equal to the amount determined in accordance with
Section 2.07, as the same may be adjusted from time to time pursuant to Section 9.11. As of the First Amendment Effective Date, the Borrowing Base shall be $550,000,000. 

“EBITDAX” means, for any period, Consolidated Net Income for such period plus the following expenses or
charges to the extent deducted in calculating such Consolidated Net Income: (a) the sum of (i) Consolidated Interest Expense, (ii) income taxes (however denominated), (iii) depreciation, (iv) depletion,
(v) amortization, (vi) exploration and abandonment expenses, (vii) transaction costs, expenses and charges with respect to the acquisition or disposition of Oil and Gas Properties, not to exceed $500,000 in the aggregate in any fiscal
year, and (viii) all other noncash charges, minus (b) all noncash income added to Consolidated Net Income. 

“Loan Documents” means this Agreement, the First Amendment, the Notes, the Fee Letters, the Letter of Credit
Agreements, the Letters of Credit and the Security Instruments. 
 2.3 Deleted Definitions. The definitions of “Material
Acquisition” and “Material Disposition” contained in Section 1.02 of the Credit Agreement are hereby deleted in their entirety. 

2.4 Replacement of Annex I. Annex I to the Credit Agreement is hereby replaced in its entirety with Annex I attached hereto and
Annex I attached hereto shall be deemed to be attached as Annex I to the Credit Agreement. After giving effect to this First Amendment and any Borrowings made on the First Amendment Effective Date, (a) each Lender who holds Loans in an
aggregate amount less than its Applicable Percentage (after giving effect to this First Amendment) of all Loans shall advance new Loans which shall be disbursed to the Administrative Agent and used to repay Loans outstanding to each Lender who holds
Loans in an aggregate amount greater than its Applicable Percentage of all Loans, (b) each Lender’s participation in each Letter of Credit, if any, shall be automatically adjusted to equal its Applicable Percentage (after giving effect to
this First Amendment), (c) such other adjustments shall be made as the Administrative Agent shall specify so that the Revolving Credit Exposure applicable to each Lender equals its Applicable Percentage (after giving effect to this First
Amendment) of the aggregate Revolving Credit Exposure of all Lenders and (d) upon request by each applicable Lender, the Borrower shall be required to make any break funding payments owing to such Lender that are required under
Section 5.02 of the Credit Agreement as a result of the Loans and adjustments described in this Section 2.4. 

  
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 Section 3. Borrowing Base. In reliance on the representations, warranties, covenants
and agreements contained in this First Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Borrowing Base shall be increased, effective as of the First Amendment Effective Date, from
$385,000,000 to $550,000,000 and shall remain at $550,000,000 until the next Scheduled Redetermination, Interim Redetermination or other adjustment of the Borrowing Base pursuant to the terms of the Credit Agreement. The Borrowing Base
redetermination provided for herein shall constitute the Scheduled Redetermination of the Borrowing Base scheduled for on or about October 1, 2014 for purposes of Section 2.07(b) of the Credit Agreement. 

Section 4. Conditions Precedent. The effectiveness of this First Amendment is subject to the following: 

4.1 The Administrative Agent shall have received counterparts of this First Amendment from the Loan Parties and each of the Lenders (including
the New Lenders). 
 4.2 The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the First
Amendment Effective Date including, without limitation, the Borrowing Base increase fees described in Section 4.3 below. 
 4.3
The Administrative Agent shall have received, for the account of each of the Increasing Lenders (as defined below), Borrowing Base increase fees in an aggregate amount for each such Increasing Lender equal to forty basis points (0.40%) of the amount
of such Increasing Lender’s Increased Commitment (as defined below). As used herein, “Increasing Lender” means each Lender (including the New Lenders) whose Commitment after giving effect to Section 3 hereof exceeds
such Lender’s Commitment, if any, that was in effect immediately prior to giving effect to Section 3 hereof, and “Increased Commitment” means the amount of such excess. 

4.4 The Administrative Agent shall have received duly executed Notes payable to each Lender requesting a Note in a principal amount equal to
its Maximum Credit Amount (as amended hereby) dated as of the date hereof. 
 Section 5. New Lenders. Each New Lender hereby
joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit
Agreement, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion
under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and
authority, and has taken all action necessary, to execute and deliver this First Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement
and copies of the most recent financial statements delivered pursuant to Section 

  
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8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment and to become a Lender on the
basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the First Amendment Effective Date, it shall be a party to and be bound by the
provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder. 

Section 6. Miscellaneous. 

6.1 Confirmation and Effect. The provisions of the Credit Agreement (as amended by this First Amendment) shall remain in full force and
effect in accordance with its terms following the effectiveness of this First Amendment, and this First Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Document, except as expressly provided for
herein. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each
reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby. 

6.2 Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (i) acknowledges the terms of this
First Amendment, (ii) ratifies and affirms its obligations under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty and
Pledge Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to
the Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a
party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof except (A) to the extent any such representations and warranties are expressly limited
to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is
expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (vi) represents and warrants to the Lenders and the
Administrative Agent that the execution, delivery and performance by such Loan Party of this First Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly
authorized by all necessary action and that this First Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency
or similar laws affecting creditor’s rights generally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this First Amendment, no Event of Default exists. 

  
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 6.3 Counterparts. This First Amendment may be executed by one or more of the parties
hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this First Amendment by facsimile or electronic (e.g. pdf) transmission shall be
effective as delivery of a manually executed original counterpart hereof. 
 6.4 No Oral Agreement. THIS
WRITTEN FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS
EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. 

6.5 Governing Law. THIS FIRST AMENDMENT (INCLUDING, BUT
NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. 
 6.6 Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent
for all of its reasonable out-of-pocket costs and expenses incurred in connection with this First Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent. 
 6.7 Severability. Any provision of this First Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 6.8 Successors and
Assigns. This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

[Signature Pages Follow.] 

  
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 The parties hereto have caused this First Amendment to be duly executed as of the day and year
first above written. 
  

							
	BORROWER:	 		 	RICE ENERGY INC., a Delaware corporation
				
		 		 	By:	 	/s/ Grayson T. Lisenby
		 		 	Name:	 	Grayson T. Lisenby
		 		 	Title:	 	Vice President and Chief Financial Officer


  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 RICE
ENERGY INC. 








							
	GUARANTORS:	 		 	 RICE DRILLING B LLC, a Pennsylvania

limited liability company

				
		 		 	 By:
	 	/s/ Grayson T. Lisenby
		 		 	 Name:
	 	Grayson T. Lisenby
		 		 	 Title:
	 	Vice President and Chief Financial Officer
			
		 		 	 RICE DRILLING C LLC, a Delaware

limited liability company

				
		 		 	 By:
	 	/s/ Grayson T. Lisenby
		 		 	 Name:
	 	Grayson T. Lisenby
		 		 	 Title:
	 	Vice President and Chief Financial Officer
			
		 		 	 RICE DRILLING D LLC, a Delaware

limited liability company

				
		 		 	 By:
	 	/s/ Grayson T. Lisenby
		 		 	 Name:
	 	Grayson T. Lisenby
		 		 	 Title:
	 	Vice President and Chief Financial Officer
			
		 		 	 RICE OLYMPUS MIDSTREAM LLC, a

Delaware limited liability company

				
		 		 	 By:
	 	/s/ Grayson T. Lisenby
		 		 	 Name:
	 	Grayson T. Lisenby
		 		 	 Title:
	 	Vice President and Chief Financial Officer


  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 RICE
ENERGY INC. 







 
			
	 RICE POSEIDON MIDSTREAM LLC, a

Delaware limited liability company

		
	By:	 	 /s/ Grayson T. Lisenby

	Name:	 	Grayson T. Lisenby
	Title:	 	Vice President and Chief Financial Officer
	
	 RICE ENERGY APPALACHIA, LLC, a

Delaware limited liability company

		
	By:	 	 /s/ Grayson T. Lisenby

	Name:	 	Grayson T. Lisenby
	Title:	 	Vice President and Chief Financial Officer
	
	 BLUE TIGER OILFIELD SERVICES LLC, a

Delaware limited liability company

		
	By:	 	 /s/ Grayson T. Lisenby

	Name:	 	Grayson T. Lisenby
	Title:	 	Vice President and Chief Financial Officer
	
	 ALPHA SHALE HOLDINGS, LLC, a

Delaware limited liability company

		
	By:	 	 /s/ Grayson T. Lisenby

	Name:	 	Grayson T. Lisenby
	Title:	 	Vice President and Chief Financial Officer



  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 RICE
ENERGY INC. 







 
					
	 ALPHA SHALE RESOURCES, LP, a

Delaware limited partnership

	
	By: Alpha Shale Holdings, LLC, its general partner
			
		 	By:	 	/s/ Grayson T. Lisenby
		 	Name:	 	Grayson T. Lisenby
		 	Title:	 	Vice President and Chief
		 		 	Financial Officer



  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 RICE
ENERGY INC. 







 
			
	 WELLS FARGO BANK, N.A., as

Administrative Agent, a Lender and as Issuing Bank

		
	 By:
	 	/s/ Edward Markham
	 Name:
	 	Edward Markham
	 Title:
	 	Assistant Vice President



  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 RICE
ENERGY INC. 







 
			
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	 /s/ Irina Dimova

	Name:	 	Irina Dimova
	Title:	 	Vice President



  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 RICE
ENERGY INC. 







 
			
	BMO HARRIS FINANCING, INC.,
	as a Lender
		
	By:	 	 /s/ Gumaro Tijerina

	Name:	 	Gumaro Tijerina
	Title:	 	Managing Director



  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 RICE
ENERGY INC. 







 
			
	CITIBANK, N.A., as a Lender
		
	By:	 	 /s/ Jeff Ard

	Name:	 	Jeff Ard
	Title:	 	Vice President



  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 RICE
ENERGY INC. 







 
			
	COMERICA BANK, as a Lender
		
	By:	 	 /s/ Jeffery Treadway

	Name:	 	Jeffery Treadway
	Title:	 	Senior Vice President



  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 RICE
ENERGY INC. 







 
			
	FIFTH THIRD BANK, as a Lender
		
	By:	 	 /s/ Justin B. Crawford

	Name:	 	Justin B. Crawford
	Title:	 	Director



  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 RICE
ENERGY INC. 







 
			
	 GOLDMAN SACHS BANK USA, as a Lender

		
	 By:
	 	 /s/ Michelle Latzoni

	 Name: Michelle Latzoni

	 Title: Authorized Signatory




  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 RICE
ENERGY INC. 







 
			
	 ROYAL BANK OF CANADA, as a Lender

		
	 By:
	 	 /s/ Evans Swann, Jr.

	 Name: Evans Swann, Jr.

	 Title: Authorized Signatory




  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 RICE
ENERGY INC. 







 
			
	PNC BANK, NATIONAL ASSOCIATION,
as a Lender
		
	 By:
	 	 /s/ Jonathan Luchansky

	 Name: Jonathan Luchansky

	 Title: Assistant Vice President




  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 RICE
ENERGY INC. 







 
			
	 SUNTRUST BANK, as a Lender

		
	 By:
	 	/s/ Scott A. Mackey
	 Name:
	 	Scott A. Mackey
	 Title:
	 	Director



  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 RICE
ENERGY INC. 







 
			
	 CAPITAL ONE, NATIONAL

ASSOCIATION, as a Lender

		
	 By:
	 	/s/ Christopher Kuna
	 Name:
	 	Christopher Kuna
	 Title:
	 	Vice President



  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 RICE
ENERGY INC. 







 
			
	 AMEGY BANK NATIONAL

ASSOCIATION, as a Lender

		
	 By:
	 	 /s/ Thomas Kleiderer

	 Name:
	 	Thomas Kleiderer
	 Title:
	 	Vice President



  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 RICE
ENERGY INC. 







 ANNEX I 

LIST OF MAXIMUM CREDIT AMOUNTS 
  

									
	 Name of Lender
	  	Applicable Percentage	 	 	Maximum Credit Amount	 
	 Wells Fargo Bank, N.A.
	  	 	19.09090910	% 	 	$	286,363,636.37	  
	 Barclays Bank PLC
	  	 	11.81818182	% 	 	$	177,272,727.28	  
	 BMO Harris Financing, Inc.
	  	 	11.81818182	% 	 	$	177,272,727.28	  
	 Comerica Bank
	  	 	11.81818182	% 	 	$	177,272,727.28	  
	 Citibank, N.A.
	  	 	8.18181818	% 	 	$	122,727,272.73	  
	 Fifth Third Bank
	  	 	8.18181818	% 	 	$	122,727,272.73	  
	 Royal Bank of Canada
	  	 	8.18181818	% 	 	$	122,727,272.73	  
	 Goldman Sachs Bank USA
	  	 	4.18181818	% 	 	$	62,727,272.72	  
	 PNC Bank, National Association
	  	 	4.18181818	% 	 	$	62,727,272.72	  
	 SunTrust Bank
	  	 	4.18181818	% 	 	$	62,727,272.72	  
	 Capital One, National Association
	  	 	4.18181818	% 	 	$	62,727,272.72	  
	 Amegy Bank National Association
	  	 	4.18181818	% 	 	$	62,727,272.72	  
		  	  
	  
	 	 	  
	  
	 
	 TOTAL
	  	 	100.00	% 	 	$	1,500,000,000.00	  
		  	  
	  
	 	 	  
	  
	 

 ANNEX I