EX-10.1 2 tm2533173d2_ex10-1.htm EXHIBIT 10.1

 

Exhibit 10.1

 

Execution Version

 

SEVENTH AMENDMENT TO FOURTH

AMENDED AND RESTATED CREDIT AGREEMENT

 

This SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of December 9, 2025 (the “Seventh Amendment Effective Date”), by and among MRC ENERGY COMPANY, a Texas corporation (the “Borrower”), the LENDERS party hereto and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, “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 Borrower, Administrative Agent and the Lenders have entered into that certain Fourth Amended and Restated Credit Agreement, dated as of November 18, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect prior to the Seventh Amendment Effective Date, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by this Amendment, the “Credit Agreement”);

 

WHEREAS, subject to the terms and conditions set forth herein, the Borrower has requested that Administrative Agent and the Lenders amend the Existing Credit Agreement in certain respects, subject to the terms and conditions set forth herein, and Administrative Agent and the Lenders have agreed to such request on the terms and conditions hereinafter set forth.

 

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 Borrower, Administrative Agent and the Lenders party hereto hereby agree as follows:

 

SECTION 1.          Amendments to Existing Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 3 of this Amendment, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Existing Credit Agreement shall be amended in the manner provided in this Section 1.

 

1.1           Additional Definition. The following definition shall be and it hereby is added to Section 1.1 of the Existing Credit Agreement in alphabetical order:

 

Seventh Amendment Effective Date” means December 9, 2025.

 

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

 

Applicable Interest Rate” means, with respect to each Advance, Term SOFR or the Alternate Base Rate, as selected by Borrower from time to time subject to the terms and conditions of this Agreement, plus, in each case, the Applicable Margin with respect thereto.

 

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Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to Term SOFR. For the avoidance of doubt, the initial Floor for Term SOFR shall be zero.

 

SOFR Advance” means an Advance that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “Alternate Base Rate”.

 

SOFR Borrowing” means a Borrowing that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “Alternate Base Rate”.

 

Type”, when used in reference to any Advance or Borrowing, refers to whether the rate of interest on such Advance, or on the Advances comprising such Borrowing, is determined by reference to the Alternate Base Rate or Term SOFR.

 

1.3           Benchmark Replacement. Clause (a) of the definition of “Benchmark Replacement” in Section 1.1 of the Existing Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

 

(a)        Daily Simple SOFR; or

 

1.4           Deleted Definitions. The definitions of “Adjusted Daily Simple SOFR” and “Adjusted Term SOFR Rate” in Section 1.1 of the Existing Credit Agreement shall be and they hereby are deleted in their entirety.

 

1.5           Interest Rates; Benchmark Notification. Section 1.6 of the Existing Credit Agreement shall be and it hereby is amended by deleting the reference to “Adjusted Term SOFR” therein.

 

1.6           Interest Payments. Section 2.6(b) of the Existing Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

 

(b)        Interest on each SOFR Advance shall accrue at Term SOFR plus the Applicable Margin and shall be payable in immediately available funds on the last day of the Interest Period applicable thereto (and, if any Interest Period shall exceed three months, then on the last Business Day of the third month of such Interest Period, and at three month intervals thereafter). Interest accruing at Term SOFR shall be computed on the basis of a 360 day year and assessed for the actual number of days elapsed from the first day of the Interest Period applicable thereto to but not including the last day thereof.

 

1.7           Mandatory Prepayment of Advances. Section 2.10(f) of the Existing Credit Agreement shall be and it hereby is amended by replacing “the Adjusted Term SOFR Rate” in the first sentence therein with “Term SOFR”.

 

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1.8           Borrowing Base. Section 4.1 of the Existing Credit Agreement shall be and it hereby is amended by replacing “As of the Fifth Amendment Effective Date, the Borrowing Base shall be $2,500,000,000” in the last sentence therein with “As of the Seventh Amendment Effective Date, the Borrowing Base is $3,250,000,000”.

 

1.9           Limitation on Debt. Section 8.1(s) of the Existing Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

 

(s)        Debt constituting Permitted Pari Passu Debt (including any refinancing, refundings and renewals thereof (without increasing the principal amount thereof)), in an aggregate amount not to exceed the least of (i) the Borrowing Base less the aggregate Revolving Credit Elected Commitments, (ii) the aggregate Revolving Credit Elected Commitments and (iii) one-third (1/3) of the aggregate Pari Passu Obligations, calculated on a pro forma basis after giving effect to each proposed incurrence of such Permitted Pari Passu Debt; and

 

1.10         Benchmark Replacement. Section 11.3 of the Existing Credit Agreement shall be and it hereby is amended by (i) deleting “the Adjusted Term SOFR Rate or” from clause (a)(i) thereof, and (ii) replacing each other instance of “the Adjusted Term SOFR Rate” with “Term SOFR” and replacing each instance of “Adjusted Daily Simple SOFR” with “Daily Simple SOFR”.

 

1.11         Changes in Law. Section 11.5(a)(i) of the Existing Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

 

(i)        impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirements, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in Term SOFR) or any Issuing Lender;

 

SECTION 2.          Reaffirmation of Borrowing Base; Elected Commitments. This Amendment shall constitute notice of a redetermination of the Borrowing Base pursuant to Section 4.2 of the Credit Agreement, and Administrative Agent, the Lenders constituting at least the Supermajority Lenders and the Borrower hereby acknowledge that, effective as of the Seventh Amendment Effective Date, (i) the Borrowing Base shall be reaffirmed at $3,250,000,000 and (ii) the Revolving Credit Aggregate Commitment shall be $2,250,000,000, and such reaffirmed Borrowing Base shall remain in effect until the date the Borrowing Base is otherwise adjusted pursuant to the terms of the Credit Agreement. The reaffirmation of the Borrowing Base contained in this Section 2 shall constitute the Determination Date to occur on or about November 1, 2025.

 

SECTION 3.          Conditions. The amendments to the Credit Agreement contained in Section 1 of this Amendment and the reaffirmation of the Borrowing Base and Revolving Credit Aggregate Commitment contained in Section 2 of this Amendment, in each case, shall be effective upon the satisfaction of each of the conditions set forth in this Section 3.

 

3.1           Execution and Delivery. The Administrative Agent shall have received a duly executed counterpart of (a) this Amendment signed by the Borrower, the Lenders, and the Administrative Agent and (b) the Consent and Reaffirmation attached hereto signed by each Guarantor.

 

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3.2           Fees. Administrative Agent shall have received evidence reasonably satisfactory to it that all fees due and payable on or before the Seventh Amendment Effective Date as separately agreed upon by the Borrower and the applicable recipients thereof in connection with this Amendment, if any, have been paid by the Borrower.

 

3.3           Notes. Administrative Agent shall have received Notes duly executed by the Borrower for each Lender that requests a Note in accordance with Section 2.2(e) of the Credit Agreement.

 

3.4           No Default. No Default or Event of Default shall have occurred and be continuing.

 

3.5           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 4.          Representations and Warranties. To induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Lenders as follows:

 

4.1           Reaffirmation of Representations and Warranties. After giving effect to the amendments herein, each representation and warranty of the Borrower, the Parent and each other Credit Party contained in the Credit Agreement and in each of the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof (without duplication of any materiality qualifier contained therein), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specified earlier date.

 

4.2           Corporate Authority; No Conflicts. The execution, delivery and performance by the Borrower, the Parent and each other Credit Party of this Amendment and all documents, instruments and agreements contemplated herein are within such Credit Party’s corporate, limited liability company or limited partnership, as applicable, powers, have been duly authorized by necessary corporate action by such Credit Party, require no action by or in respect of, or filing with, any court or agency of government (except for the recording and filing of Collateral Documents and financing statements) and (a) do not violate in any material respect any Requirement of Law, (b) are not in contravention of the terms of any material Contractual Obligation, indenture, agreement or undertaking to which such Credit Party is a party or by which it or its properties are bound where such violation could reasonably be expected to have a Material Adverse Effect, and (c) do not result in the creation or imposition of any Lien upon any of the assets of such Credit Party except for Liens permitted by Section 8.2 of the Credit Agreement and otherwise as permitted in the Credit Agreement.

 

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

 

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4.4           No Default. No Default or Event of Default has occurred and is continuing.

 

SECTION 5.          Miscellaneous.

 

5.1           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 the Borrower. The Borrower hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of the Borrower, the Parent or any other Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof, except as amended and modified hereby.

 

5.2           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.

 

5.3           Further Assurances. The Borrower covenants and agrees from time to time, as and when reasonably requested by Administrative Agent or the Lenders, to execute and deliver or cause to be executed or delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as Administrative Agent or the Lenders may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment.

 

5.4           Legal Expenses. The Borrower hereby agrees to pay all reasonable and documented out-of-pocket fees and expenses of special counsel to Administrative Agent incurred by Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related documents.

 

5.5           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.

 

5.6           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.

 

5.7           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.

 

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5.8           Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Texas.

 

5.9           Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

 

5.10         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 Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Credit Agreement or in any other Loan Document, or other agreements, documents or other instruments executed and delivered pursuant to the Credit Agreement to the “Credit Agreement”, shall mean and be a reference to the Credit 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, except as expressly provided herein, constitute a waiver of any provision of any of the Loan Documents.

 

[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:
   
  MRC ENERGY COMPANY,
  as Borrower

 

  By: /s/ Bryan A. Erman
  Name: Bryan A. Erman
  Title: Co-President, Chief Legal Officer and Head of M&A

 

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  ADMINISTRATIVE AGENT:
   
  PNC BANK, NATIONAL ASSOCIATION,
  as Administrative Agent, a Lender and an Issuing Lender

 

  By: /s/ Denise Davis
  Name: Denise Davis
  Title: Managing Director

 

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  LENDERS:
   
  BANK OF AMERICA, N.A.,
  as a Lender and an Issuing Lender

 

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

 

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  KEYBANK NATIONAL ASSOCIATION,
  as a Lender and an Issuing Lender

 

  By: /s/ Eric Appel
  Name: Eric Appel
  Title: Senior Vice President

 

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  JPMORGAN CHASE BANK, N.A.,
  as a Lender and an Issuing Lender

 

  By: /s/ Kyle Gruen
  Name: Kyle Gruen
  Title: Authorized Officer

 

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  TRUIST BANK,
  as a Lender and an Issuing Lender

 

  By: /s/ FARHAN IQBAL
  Name: FARHAN IQBAL
  Title: Director

 

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  WELLS FARGO BANK, NATIONAL ASSOCIATION,
  as a Lender and an Issuing Lender

 

  By: /s/ Michael Real
  Name: Michael Real
  Title: Managing Director

 

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  CAPITAL ONE, N.A.,
  as a Lender

 

  By: /s/ Lyle Levy
  Name: Lyle Levy
  Title: Director

 

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  CITIZENS BANK, N.A.,
  as a Lender

 

  By: /s/ Cameron Spence
  Name: Cameron Spence
  Title: Vice President

 

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  MIZUHO BANK, LTD.,
  as a Lender

 

  By: /s/ Edward Sacks
  Name: Edward Sacks
  Title: Managing Director

 

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  MUFG BANK, LTD.,
  as a Lender

 

  By: /s/ Traci Bankston
  Name: Traci Bankston
  Title: Authorized Signatory

 

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  ROYAL BANK OF CANADA,
  as a Lender

 

  By: /s/ Michael Sharp
  Name: Michael Sharp
  Title: Authorized Signatory

 

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  THE BANK OF NOVA SCOTIA, HOUSTON BRANCH,
  as a Lender

 

  By: /s/ Sam Cutler
  Name: Sam Cutler
  Title: Director

 

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  THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
  as a Lender

 

  By: /s/ Evans Swann
  Name: Evans Swann
  Title: Authorized Signatory

 

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  U.S. BANK NATIONAL ASSOCIATION,
  as a Lender

 

  By: /s/ Elizabeth Johnson
  Name: Beth Johnson
  Title: Senior Vice President

 

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  COMERICA BANK,
  as a Lender

 

  By: /s/ Daniel Voigt
  Name: Daniel Voigt
  Title: Vice President

 

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  BOKF, NA dba Bank of Texas,
  as a Lender

 

  By: /s/ Drew Krittenbrink
  Name: Drew Krittenbrink
  Title: Vice President

 

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  FIRST HORIZON BANK, a Tennessee State Bank, as a Lender

 

  By: /s/ Stacy Goldstein Cartier
  Name: Stacy Goldstein Cartier
  Title: Senior Vice President

 

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  ZIONS BANCORPORATION, N.A. dba Amegy Bank,
  as a Lender

 

  By: /s/ Jill McSorley
  Name: Jill McSorley
  Title:

Senior Vice President – Amegy Bank Division

 

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  CATHAY BANK,
  as a Lender

 

  By: /s/ Dale T. Wilson
  Name: Dale T. Wilson
  Title: Senior Vice President

 

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