Exhibit 10.1

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) is entered into as of June 24, 2015 among POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation (“PESC”), POSTROCK MIDCONTINENT PRODUCTION,  LLC, a Delaware limited liability company (“MidContinent” and together with PESC, collectively, the “Borrowers” and individually a “Borrower”), the undersigned Guarantors, CITIBANK, N.A., as Administrative Agent and Collateral Agent for the Lenders parties to the hereinafter defined Credit Agreement (in such capacities, the “Administrative Agent” and “Collateral Agent,” respectively) and the undersigned Lenders comprising Required Lenders.

Reference is made to the Third Amended and Restated Credit Agreement dated as of December 20, 2012 among Borrowers, the Administrative Agent, the Collateral Agent and the Lenders parties thereto (the “Credit Agreement”).  Unless otherwise defined in this First Amendment, capitalized terms used herein shall have the meaning set forth in the Credit Agreement; all section, exhibit and schedule references herein are to sections, exhibits and schedules in the Credit Agreement; and all paragraph references herein are to paragraphs in this First Amendment.

In connection with the redetermination of the Borrowing Base to be effective as of the First Amendment Effective Date, the Borrowers and Lenders have agreed to amend the Credit Agreement as hereinafter set forth.

Accordingly, for adequate and sufficient consideration, the parties hereto agree, as follows:

Paragraph 1. Amendments. Effective as of the First Amendment Effective Date (hereinafter defined), the Credit Agreement is amended as follows:

1.1Definitions.  Section 1.01 of the Credit Agreement is amended as follows:

(a)The following definition is amended in its entirety to read as follows:

“Agreement means this Third Amended and Restated Credit Agreement, which amends and restates in its entirety the Original Credit Agreement, as amended by the First Amendment and as may be further amended, modified, supplemented, or restated from time to time in accordance with the terms hereof.”

(b)The following definitions are inserted alphabetically into Section 1.01 of the Credit Agreement:

 “First Amendment means that certain First Amendment to
Third Amended and Restated Credit Agreement dated as of the  First Amendment Effective Date among the Borrowers, the Guarantors, Citibank, N.A., as Administrative Agent, Collateral Agent and the Required Lenders party thereto.”

“First Amendment Effective Date means June 24, 2015.”

1.2Section 2.02.  Section 2.02 of the Credit Agreement is hereby amended to add the following as Subsection (f) and to delete the word “Reserved”:

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“(f)Notwithstanding anything contained in Section 2.02(c) to the contrary, with respect to the redetermination of the Borrowing Base originally scheduled to become effective on or about May 1, 2015, the provisions of this Section 2.02(f) shall govern and control. 

 

 

 

 

 

 

1.3Section 2.04(a).  The proviso in Section 2.04(a) of the Credit Agreement is hereby amended to read in its entirety as follows: 

 

“provided that (i) such notice must be received by the Administrative Agent not later than noon, Dallas time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $50,000 or a whole multiple of $50,000 in excess thereof; and (iii)

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any prepayment of Base Rate Loans shall be in a principal amount of $50,000 or a whole multiple of $50,000 in excess thereof.”

 

1.4Section 6.02.  Section 6.02 of the Credit Agreement is hereby amended by deleting the word “and” at the end of Subsection (c), deleting the period at the end of Subsection (d) and substituting therefor a semicolon followed by the word  “and”, and inserting new Sections 6.02(e) and 6.02(f) to read in their entirety as follows:

 

“(e)beginning June 30, 2015 and ending at such time no Borrowing Base Deficiency exists, a memorandum describing Borrowers’ strategy for exploring strategic alternatives and a written update thereto every 14 days thereafter describing how the strategic alternative process is progressing; and

 

(f)beginning June 30, 2015 and ending at such time no Borrowing Base Deficiency exists, a monthly cash and debt repayment forecast for Borrowers, which cash and debt repayment forecast shall be shall be updated every 14 days by Borrowers.”

 

1.5Schedule 2.01.  Schedule 2.01 annexed to the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 2.01 annexed hereto.

 

Paragraph 2.Effective Date. This First Amendment shall not become effective until the date (such date, the “First Amendment Effective Date”) the Administrative Agent receives this First Amendment, executed by the Borrowers, the Guarantors, the Administrative and the Required Lenders.

Paragraph 3.Acknowledgment and Ratification. The Borrowers and the Guarantors each (i) consent to the agreements in this First Amendment and (ii) agree and acknowledge that the execution, delivery, and performance of this First Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the respective obligations of the Borrowers or any Guarantor under the Loan Documents to which it is a party, which Loan Documents shall remain in full force and effect, as amended and waived hereby, and all rights thereunder are hereby ratified and confirmed.

Paragraph 4. Representations.  The Borrowers and the Guarantors each represent and warrant to the Administrative Agent and the Lenders that as of the First Amendment Effective Date and after giving effect to the amendments set forth in this First Amendment (a) all representations and warranties in the Loan Documents are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, and (b) no Default or Event of Default exists.

Paragraph 5. Expenses, Funding Losses.  The Borrowers shall pay on demand all reasonable costs, fees, and expenses paid or incurred by the Administrative Agent incident to this First Amendment, including, without limitation, Attorney Costs in connection with the negotiation, preparation, delivery,

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and execution of this First Amendment and any related documents, filing and recording costs, and the costs of title insurance endorsements, if any.

Paragraph 6.Miscellaneous.  

(a)This First Amendment is a “Loan Document” referred to in the Credit Agreement.  The provisions relating to Loan Documents in Article X of the Credit Agreement are incorporated in this First Amendment by reference.  Unless stated otherwise (i) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (ii) headings and captions may not be construed in interpreting provisions, (iii) this First Amendment will be construed, and its performance enforced, under New York law and applicable federal law and (iv) if any part of this First Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable.

Paragraph 7.Counterparts.  This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this First Amendment by telecopy, facsimile, photocopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this First Amendment. Any signature page of a counterpart may be detached therefrom without impairing the legal effect of the signatures thereon and attached to another counterpart identical in form thereto but having attached to it one or more additional signature pages signed by other parties.

Paragraph 8.Entire Agreement. This First Amendment represents the final agreement between the parties about the subject matter of this amendment and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

Paragraph 9.Parties. This First Amendment binds and inures to the benefit of the Borrowers, the Guarantors, the Administrative Agent, the Collateral Agent, the Lenders, and their respective successors and assigns.

Paragraph 10. Further Assurances. The parties hereto each agree to execute from time to time such further documents as may be necessary to implement the terms of this First Amendment.

Paragraph 11.Release.  As additional consideration for the execution, delivery and performance of this First Amendment by the parties hereto and to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this First Amendment, the Borrowers warrant and represent to the Administrative Agent, the Collateral Agent and the Lenders that no facts, events, statuses or conditions exist or have existed which, either now or with the passage of time or giving of notice, or both, constitute or will constitute a basis for any claim or cause of action against the Administrative Agent, the Collateral Agent or any Lender or any defense to (i) the payment of Obligations under the Revolving Note and/or the Loan Documents, or (ii) the performance of any of their obligations with respect to the Revolving Note and/or the Loan Documents.  In the event any such facts, events, statuses or conditions exist or have existed, Borrowers unconditionally and irrevocably hereby RELEASE, RELINQUISH and forever DISCHARGE Administrative Agent, the Collateral Agent and the Lenders, as well as their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and representatives, of and from any and all claims, demands, actions and causes of action of any and every kind or character, past or present, which Borrowers may have against any of them or

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their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and representatives arising out of or with respect to (a) any right or power to bring any claim for usury or to pursue any cause of action based on any claim of usury, and (b) any and all transactions relating to the Loan Documents occurring prior to the date hereof, including any loss, cost or damage, of any kind or character, arising out of or in any way connected with or in any way resulting from the acts, actions or omissions of any of them, and their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and representatives, including any breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, breach of funding commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander or conspiracy, but in each case only to the extent permitted by applicable Law.

 

The parties hereto have executed this First Amendment in multiple counterparts to be effective as of the First Amendment Effective Date.

 

Remainder of Page Intentionally Blank

Signature Pages to Follow.

 

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the First Amendment Effective Date.

BORROWERS:

 

POSTROCK ENERGY SERVICES CORPORATION,

as a Borrower

 

By:   /s/ Terry W.  Carter

Name: Terry W. Carter

Title: President and Chief Executive Officer

 

POSTROCK MIDCONTINENT PRODUCTION, LLC,

as a Borrower,

 

By:POSTROCK ENERGY SERVICES

CORPORATION,

Its sole member

 

By:   /s/ Terry W.  Carter

Name: Terry W. Carter

Title: President and Chief Executive Officer

 

GUARANTORS:

 

POSTROCK ENERGY CORPORATION,  

as Guarantor

 

By:   /s/ Terry W.  Carter

Name: Terry W. Carter

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Title: President and Chief Executive Officer

 

 

STP NEWCO, INC.,

a Delaware corporation,

as a Guarantor

 

 

By:   /s/ Terry W.  Carter

Name: Terry W. Carter

Title: President and Chief Executive Officer

 

 

 

PostRock Eastern Production, LLC,  

a Delaware limited liability company,

as Guarantor

 

By: POSTROCK ENERGY SERVICES CORPORATION,

a Delaware corporation,

its sole member

 

By:   /s/ Terry W.  Carter

Name: Terry W. Carter

Title: President and Chief Executive Officer

 

PostRock HOLDCO, LLC,  

a Delaware limited liability company,

as Guarantor

 

By: POSTROCK ENERGY SERVICES CORPORATION,

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a Delaware corporation,

its sole member

 

 

By:   /s/ Terry W.  Carter

Name: Terry W. Carter

Title: President and Chief Executive Officer

 

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ADMINISTRATIVE AGENT:

 

CITIBANK, N.A.,

as Administrative Agent and Collateral Agent

By:      /s/ Ryan Watson

Ryan Watson

Senior Vice President

 

 

AGREED TO AS OF THE FIRST

AMENDMENT EFFECTIVE DATE

BY THE FOLLOWING REQUIRED

LENDERS:

L/C ISSUER AND LENDER:  

 

CITIBANK, N.A., as Lender

and L/C Issuer

By:      /s/ Ryan Watson

Ryan Watson

Senior Vice President

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LENDERS:

 

CADENCE BANK, N.A.,  

as Lender

 

By:   /s/ Anthony Blanco

Name: Anthony Blanco

Title: Vice President

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COMPASS BANK,  

as Lender

 

By:   /s/ Kathleen J. Bowen

Name: Kathleen J. Bowen

Title: Managing Director

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ONEWEST BANK, N.A.,  

as Lender

 

 

By:   /s/ Sean Murphy

Name: Sean Murphy

Title: Executive Vice President

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TEXAS CAPITAL BANK, N.A.,  

as Lender

 

 

By:   /s/ Phillip C. Jones

Name: Phillip C. Jones

Title: VP – Energy Lending

 

 

 

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SCHEDULE 2.01

 

REVOLVING COMMITMENTS

 

 

 

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