Exhibit 10.1

 

EIGHTH AMENDMENT TO CREDIT AGREEMENT

 

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (hereinafter called this “Amendment”) is entered into as of August 5, 2015, by and among MIDSTATES PETROLEUM COMPANY, INC., a Delaware corporation (the “Parent”), MIDSTATES PETROLEUM COMPANY LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto, and SUNTRUST BANK, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), as an Issuing Lender and as Swing Line Lender.

 

WITNESSETH:

 

WHEREAS, Parent, Borrower, Administrative Agent, the Issuing Lender, the Swing Line Lender and the lenders party thereto (the “Lenders”) are parties to that certain Second Amended and Restated Credit Agreement dated as of June 8, 2012 (as amended, restated, modified or supplemented from time to time prior to the date hereof, the “Credit Agreement”), whereby the Lenders have agreed to make certain loans to Borrower upon the terms and conditions set forth therein;

 

WHEREAS, Parent and Borrower have asked Administrative Agent, Issuing Lender and the Lenders to amend the Credit Agreement as described herein;

 

WHEREAS, Administrative Agent, Issuing Lender and the Lenders are willing to amend the Credit Agreement as requested by Parent and Borrower, subject to the terms and conditions set forth herein;

 

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the parties to this Amendment hereby agree as follows:

 

Section 1.                                           Terms Defined in Credit Agreement; Rules of Construction.  As used in this Amendment, except as may otherwise be provided herein, all capitalized terms that are defined in the Credit Agreement (as amended hereby) shall have the same meaning herein as therein defined, all of such terms and their definitions being incorporated herein by reference.  Unless otherwise provided in this Amendment, the rules of construction set forth in Sections 1.02 and 1.03 of the Credit Agreement shall be incorporated herein as if specifically provided for herein, mutatis mutandis.

 

Section 2.                                           Amendments to Credit Agreement.  Subject to the occurrence of the Eighth Amendment Effective Date, the Credit Agreement is hereby amended as follows:

 

(a)                                 Section 8.14 of the Credit Agreement is hereby amended by replacing the value “$2,000,000” with the value “$3,500,000.”

 

Section 3.                                           Conditions of Eighth Amendment Effective Date.  This Amendment will become effective on the date on which each of the following conditions precedent are satisfied or are waived by Administrative Agent and the Majority Lenders in their sole discretion (the “Eighth Amendment Effective Date”):

 











 

(a)                                 Borrower, Parent and Lenders comprising at least the Majority Lenders shall have delivered to Administrative Agent duly executed counterparts of this Amendment;

 

(b)                                 Borrower shall have made payment of all fees and expenses then due and payable under the Credit Agreement, including any fees and expenses then due and payable in connection with this Amendment pursuant to Section 12.04(a) of the Credit Agreement, in the case of expenses to the extent invoiced at least three business days prior to the Eighth Amendment Effective Date (except as otherwise reasonably agreed by Borrower).

 

(c)                                  Borrower and Parent shall have acknowledged and confirmed to Administrative Agent and the Lenders, and by its execution and delivery of this Amendment each of Borrower and Parent does hereby acknowledge and confirm to Administrative Agent and the Lenders, that, after giving effect to this Amendment (i) the representations and warranties in Article VI of the Credit Agreement shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects), on and as of the Eighth Amendment Effective Date with the same effect as if made on and as of such date (except to the extent such representations and warranties expressly refer to an earlier date in which case they shall be true and correct as of such earlier date in all material respects, except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as of such earlier date), and (ii) no Default or Event of Default shall have occurred and be continuing.

 

Section 4.                                           Representations and Warranties.  On the Eighth Amendment Effective Date, each of Parent and Borrower represents and warrants to Administrative Agent and each of the Lenders that:

 

(a)                                 Each Loan Party: (i) is validly existing and (ii) has the power and authority to execute, deliver, and perform its obligations under this Amendment and each other Loan Document to which it is a party except where such failure does not constitute a Default and could not reasonably be expected to have a Material Adverse Effect.

 

(b)                                 The execution, delivery and performance by each of Parent and Borrower of this Amendment and each other Loan Document to which it is a party has been duly authorized by all necessary limited liability company or corporate action of Parent or Borrower, as applicable, and does not and will not contravene the terms of any of such Person’s Organization Documents.

 

(c)                                  This Amendment and each other Loan Document to which each Loan Party is a party constitutes the legal, valid and binding obligations of such Person to the extent it is a party thereto, enforceable against such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

 

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Section 5.                                           Reference to and Effect on the Credit Agreement.

 

(a)                                 Upon the Eighth Amendment Effective Date and thereafter, 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.

 

(b)                                 Except as specifically amended by this Amendment, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed.

 

Section 6.                                           Cost and Expenses.  Each of Parent and Borrower agrees to pay fees and expenses in connection with this Amendment pursuant to the terms and conditions of Section 12.04(a) of the Credit Agreement.

 

Section 7.                                           Extent of Amendments.  Except as specifically set forth in this Amendment, the Credit Agreement and the other Loan Documents are not amended, waived, modified or affected hereby.  Each of Parent and Borrower hereby ratifies and confirms that (i) except as specifically set forth in this Amendment, all of the terms, conditions, covenants, representations, warranties and all other provisions of the Credit Agreement remain in full force and effect, (ii) each of the other Loan Documents are and remain in full force and effect in accordance with their respective terms, (iii) the Collateral is unimpaired by this Amendment, and (iv) except as specifically set forth in this Amendment, each of Administrative Agent, each Issuing Lender and each Lender shall have and retain unimpaired any and all rights that it may now or hereafter have under or in connection with the Credit Agreement (as modified hereby) or any other Loan Document (including its right to insist on strict compliance with the Credit Agreement (as modified hereby) or other Loan Document).

 

Section 8.                                           Execution and Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.  Delivery of an executed counterpart of this Amendment by facsimile or .pdf shall be equally as effective as delivery of a manually executed counterpart of this Amendment.

 

Section 9.                                           Governing Law.  This Amendment shall be governed by, construed and interpreted in accordance with the laws of the State of New York, except to the extent that federal laws of the United States of America apply.

 

Section 10.                                    Headings.  Section headings in this Amendment are included herein for convenience and reference only and shall not constitute a part of this Amendment for any other purpose.

 

Section 11.                                    No Waiver.  Borrower hereby agrees that except as expressly set forth in this Amendment, no Default or Event of Default has been waived or remedied by the execution of this Amendment by Administrative Agent, the Swing Line Lender, any Issuing Lender or any Lender, and any such Default or Event or Default heretofore arising and currently continuing shall continue after the execution and delivery hereof.  Nothing contained in this Amendment nor any past indulgence by Administrative Agent, the Swing Line Lender, any Issuing Lender or any Lender, nor any other action or inaction on behalf of Administrative Agent, the Swing Line

 

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Lender, any Issuing Lender or any Lender shall constitute or be deemed to constitute an election of remedies by Administrative Agent, the Swing Line Lender, any Issuing Lender or any Lender.

 

Section 12.                                    Loan Document.  This Amendment is a Loan Document.

 

Section 13.                                    Severability.  The illegality or unenforceability of any provision of this Amendment or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Amendment or any instrument or agreement required hereunder.

 

Section 14.                                    NO ORAL AGREEMENTS.  THE RIGHTS AND OBLIGATIONS OF EACH OF THE PARTIES TO THE LOAN DOCUMENTS SHALL BE DETERMINED SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN SUCH PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.  THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY PARENT, BORROWER, ADMINISTRATIVE AGENT, THE SWING LINE LENDER, ANY ISSUING LENDER AND/OR LENDERS (TOGETHER WITH THE FEE LETTERS) REPRESENT THE FINAL AGREEMENT REGARDING THE MATTERS HEREIN BETWEEN SUCH PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY SUCH PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH PARTIES.

 

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officer(s) as of the day and year first above written.

 

	
 
    	
MIDSTATES   PETROLEUM COMPANY LLC, a 

Delaware   limited liability company, as Borrower
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nelson   M. Haight
    
	
 
    	
 
    	
Name:
    	
Nelson   M. Haight
    
	
 
    	
 
    	
Title:
    	
EVP &   CFO
    
	
 
    	
 
    
	
 
    	
MIDSTATES   PETROLEUM COMPANY, INC., a 

Delaware   corporation, as Parent
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nelson   M. Haight
    
	
 
    	
 
    	
Name:
    	
Nelson   M. Haight
    
	
 
    	
 
    	
Title:
    	
EVP &   CFO
    


 

[Revolver Amendment Signature Page]

 











 

	
 
    	
SUNTRUST   BANK, as Administrative Agent, as 

Swing   Line Lender and as an Issuing Lender
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Shannon   Juhan
    
	
 
    	
 
    	
Name:
    	
Shannon   Juhan
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    
	
 
    	
SUNTRUST   BANK, as a Lender
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Shannon   Juhan
    
	
 
    	
 
    	
Name:
    	
Shannon   Juhan
    
	
 
    	
 
    	
Title:
    	
Director
    


 

[Revolver Amendment Signature Page]

 











 

	
 
    	
BANK   OF AMERICA, N.A., as a Lender
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Raza   Jafferi
    
	
 
    	
 
    	
Name:
    	
Raza   Jafferi
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

[Revolver Amendment Signature Page]

 











 

	
 
    	
CAPITAL   ONE, NATIONAL ASSOCIATION, as 

a   Lender
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Robert   James
    
	
 
    	
 
    	
Name:
    	
Robert   James
    
	
 
    	
 
    	
Title:
    	
Director
    


 

[Revolver Amendment Signature Page]

 











 

	
 
    	
GOLDMAN   SACHS BANK USA, as a Lender
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jamie   Minieri
    
	
 
    	
 
    	
Name:
    	
Jamie   Minieri
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    


 

[Revolver Amendment Signature Page]

 











 

	
 
    	
MORGAN   STANLEY BANK, N.A., as a Lender
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dmitriy   Barskiy
    
	
 
    	
 
    	
Name:
    	
Dmitriy   Barskiy
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    


 

[Revolver Amendment Signature Page]

 











 

	
 
    	
MORGAN   STANLEY SENIOR FUNDING, INC.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dmitriy   Barskiy
    
	
 
    	
 
    	
Name:
    	
Dmitriy   Barskiy
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 











 

	
 
    	
NATIXIS,   NEW YORK BRANCH, as a Lender
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Stuart   Murray
    
	
 
    	
 
    	
Name:
    	
Stuart   Murray
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Leila   Zomorrodian
    
	
 
    	
 
    	
Name:
    	
Leila   Zomorrodian
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

[Revolver Amendment Signature Page]

 











 

	
 
    	
ROYAL   BANK OF CANADA, as a Lender
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kristan   Spivey
    
	
 
    	
 
    	
Name:
    	
Kristan   Spivey
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    


 

[Revolver Amendment Signature Page]

 











 

	
 
    	
SOCIÉTÉ   GÉNÉRALE, as a Lender
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ David   Bornstein
    
	
 
    	
 
    	
Name:
    	
David   Bornstein
    
	
 
    	
 
    	
Title:
    	
Director
    


 

[Revolver Amendment Signature Page]

 











 

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


 

[Revolver Amendment Signature Page]