EXTRACTION OILINC. (NASDAQ:XOG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement
Amendment to Credit Agreement
On March 15, 2017, Extraction Oil & Gas, Inc. (the “Company”) entered into Amendment No. 11 (the “Amendment”) to the Credit Agreement, dated September 4, 2014 (as amended and modified, the “Credit Agreement”) among the Company, certain subsidiaries of the Company, including XTR Midstream, LLC, a Delaware limited liability company (“XTR” and together with the other subsidiaries, the “Guarantors”), the lenders party thereto (the “Lenders”) and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent for the Lenders and as issuing lender.
The Amendment amends the Credit Agreement to, among other things, allow (i) XTR to make an investment (the “Proposed Contribution”) in an unaffiliated third-party, so long as (A) the aggregate amount of cash contributed by XTR to such entity does not exceed $5,000,000 and (B) the amount of cash and the fair market value of the assets contributed by XTR to such entity does not exceed $10,000,000 in the aggregate, and (ii) the Company to enter into a transportation agreement with a wholly-owned subsidiary of such entity. On or before 5:00 p.m. Houston, Texas time on the effective date of the Proposed Contribution, the Company will deliver to Wells Fargo, as administrative agent, executed copies of certain documents entered into in connection with the Proposed Contribution, and failure to do so will constitute an immediate Event of Default under the Credit Agreement.
Under the Amendment, the Company and each Guarantor also reaffirm that they are each party to certain security documents securing and supporting the Company’s and Guarantors’ obligations under the Credit Agreement, and each Guarantor reaffirms its obligations under the Guaranty Agreement, dated as of September 4, 2014, as amended, restated, supplemented or otherwise modified from time to time. The Amendment contains customary representations and warranties by each of the Company and each Guarantor consistent with those agreed upon in connection with previous amendments to the Credit Agreement. Except as amended by the Amendment, the Credit Agreement remains in full force and effect as originally executed.