Exhibit 10.19
FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 11, 2025 (this “Agreement”), by and among the Lenders party hereto, ANTERO MIDSTREAM PARTNERS LP, a Delaware limited partnership (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), Swingline Lender and an L/C Issuer.
RECITALS:
WHEREAS, reference is hereby made to the Third Amended and Restated Credit Agreement, dated as of July 30, 2024, by and among the Borrower, each lender (collectively, the “Lenders” and individually, a “Lender”) and L/C Issuer from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and an L/C Issuer (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein being used herein as therein defined);
WHEREAS, the Borrower desires to make certain amendments to the Credit Agreement pursuant to Section 10.01 of the Credit Agreement and as further set forth herein.
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
““Bridge Facility” means any customary “bridge” loan facility incurred by the Borrower to finance a Permitted Acquisition; provided that (i) such facility has a scheduled maturity date that is at least 364 days following the date of the incurrence of such Indebtedness, (ii) such facility has customary mandatory prepayment requirements with respect to one or more of (A) the incurrence of Indebtedness to refinance such Bridge Facility, (B) the sale or issuance of Equity Interests of the Borrower and (C) asset sales, and (iii) the existing and pro forma Ratings from at least two of the three Rating Agencies are at least Ba2 from Moody’s, BB from S&P and BB from Fitch.”
““HGE Acquisition” means the acquisition by the Borrower of all of the Equity Interests in HG Energy II Midstream Holdings, LLC, a Delaware limited liability company, from HG Energy II LLC.”
““HGE Acquisition Bridge” means the Bridge Facility, as defined in the Commitment Letter, dated December 5, 2025, from Royal Bank of Canada, RBC Capital Markets and Wells Fargo Bank, National Association to the Borrower.
““Infinity/NOG Disposition” means the Disposition of the Assets (as defined in the Purchase and Sale Agreement, dated as of December 5, 2025, among the parties described in this definition) by Midstream Operating, Antero Water LLC and Antero Treatment LLC to Infinity Natural Resources LLC and Northern Oil and Gas, Inc.”
““LCT Election” has the meaning specified in Section 1.11.”
““LCT Test Date” has the meaning specified in Section 1.11.”
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““Limited Condition Transaction” means any acquisition (including by way of merger, amalgamation, consolidation or other business combination or the acquisition of Equity Interests or otherwise), Investment, incurrence of Indebtedness, creation of Liens, or Disposition, by the Borrower or any of its Restricted Subsidiaries permitted by this Agreement, whose consummation is not conditioned on the availability of, or on obtaining, third party financing. The HGE Acquisition, the Infinity/NOG Disposition and the HGE Acquisition Bridge are Limited Condition Transactions.”
“1.11Testing for Limited Condition Transactions. Notwithstanding anything in this Agreement or any other Loan Document, solely for purposes of:
(a) | measuring the relevant ratios and baskets with respect to any acquisition (including by way of merger, amalgamation, consolidation or other business combination or the acquisition of Equity Interests or otherwise), Investment, incurrence of Indebtedness, creation of Liens, or Disposition; or |
(b) | determining compliance with any provision of this Agreement which requires the calculation of any ratio, testing availability under any basket or (other than in connection with any increase in the aggregate amount of the Lenders’ Commitments unless otherwise specified in Section 2.13) the making of any representation or warranty, the satisfaction of any other condition or the absence of the occurrence of any Default or Event of Default, |
in each case, in connection with a Limited Condition Transaction, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), if the Borrower has made an LCT Election with respect to such Limited Condition Transaction, the date of determination of whether any such action is permitted hereunder shall be deemed to be the date of the execution of a binding letter of intent or the definitive agreements for such Limited Condition Transaction (the “LCT Test Date”), and, if after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Measurement Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket, representation or warranty, other condition, or the absence of any such Default or Event of Default, such ratio, basket, representation or warranty, or other condition shall be deemed to have been complied with or such Default or Event of Default shall be deemed to not have occurred or be continuing. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant Limited Condition Transaction, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Transaction is permitted to be consummated or taken (but, for the avoidance of doubt any improvements in the applicable ratio, test or basket may be utilized in applicable calculations as of the date of the applicable Limited Condition Transaction).
In connection with any action being taken solely in connection with a Limited Condition Transaction (other than in connection with any increase in the aggregate amount of the Lenders’ Commitments unless otherwise specified in Section 2.13), for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower (with such option to be exercised on or prior to the date of execution of the definitive agreements
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related to such Limited Condition Transaction), be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the LCT Test Date. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.11, and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.
Notwithstanding the foregoing or anything else in this Agreement, this Section 1.11 shall not apply for the purposes of determining the satisfaction of any conditions contained in Section 4.02 of this Agreement on the occasion of any Credit Extension (including any Credit Extension utilizing any incremental Commitments provided in accordance with Section 2.13).”
“(a)Request for Increase. Provided that immediately prior to and after giving effect thereto there exists and is continuing no Event of Default (or, if incurred in connection with a Limited Condition Transaction, at the Borrower’s option, as of the LCT Test Date in accordance with Section 1.11), upon notice to the Administrative Agent, the Borrower may from time to time after the Closing Date request an increase in the aggregate amount of the Lenders’ Commitments by an amount (for all such requests) not exceeding $500,000,000 from one or more existing Lenders and/or Eligible Assignees; provided that any such request for an increase shall be in a minimum amount of $100,000,000 or, if less, the amount remaining available for all such increases.”
“Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a customary opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, covering such matters as may be reasonably requested by the Administrative Agent in connection with such increase and (ii) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (B) in the case of the Borrower, certifying, as of such date (or, if incurred in connection with a Limited Condition Transaction, at the Borrower’s option, as of the LCT Test Date in accordance with Section 1.11), giving effect to amounts drawn or to be drawn under the Aggregate Commitments (as increased pursuant to this Section 2.13) as of such date, pro forma compliance with the financial covenants contained in Section 7.11 as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or (b), and (C) in the case of the Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in ARTICLE V and the other Loan Documents are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) on and as of the Revolving Credit Increase Effective Date (or, if incurred in connection with a Limited Condition Transaction, at the Borrower’s option, as of the LCT Test Date in accordance with Section 1.11), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01,
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and (2) no Event of Default exists and is continuing as of such date (or, if incurred in connection with a Limited Condition Transaction, at the Borrower’s option, as of the LCT Test Date in accordance with Section 1.11).”
“(vi)(A) the HGE Acquisition Bridge and (B) other unsecured Indebtedness issued by the Borrower and/or Finance Co; provided, however, that in the case of this clause (B), the incurrence thereof is subject to the following conditions: (1) except for Bridge Facilities, the scheduled maturity date of any such Indebtedness shall be no earlier than the date that is six months after the Maturity Date, (2) the documentation governing such Indebtedness shall not require any scheduled amortization prior to its maturity date, (3) the terms and conditions of such Indebtedness, taken as a whole, shall be no more restrictive than the terms and conditions of this Agreement, (4) the Borrower shall be in compliance with the financial covenants set forth in Section 7.11 after giving pro forma effect to such incurrence, as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or (b), (5) no Subsidiary that is not a Loan Party shall guarantee such Indebtedness, (6) if such Indebtedness is subordinated, such Indebtedness shall have subordination terms customary for high yield subordinated Indebtedness and (7) no Default or Event of Default shall have occurred and be continuing after giving effect to the issuance of such Indebtedness; provided, further, that the foregoing shall not prohibit mandatory prepayment or redemption provisions (x) in respect of Bridge Facilities, contemplated by clause (ii) to the proviso of the definition of “Bridge Facility” or (y) providing for the repayment or redemption of such Indebtedness to the extent incurred to finance all or a portion of a Permitted Acquisition in the event that such acquisition is not consummated by a certain date, in an amount not to exceed the principal amount of such Indebtedness plus any accrued interest thereon through the prepayment or redemption date; and”
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Notwithstanding the foregoing, the Amendment Effective Date shall not occur unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.1 of the Credit Agreement) at or prior to 5:00 p.m., New York City time, on December 12, 2025.
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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.
ANTERO MIDSTREAM PARTNERS LP
By: | Antero Midstream Partners GP LLC, its general partner |
By: /s/ Justin Agnew
Name:Justin Agnew
Title:Chief Financial Officer
[Signature Page to First Amendment to Third Amended and Restated Credit Agreement (Antero)]
Consented to by:
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Administrative Agent, Lender, Swingline Lender and L/C Issuer
By:/s/ Jonathan Herrick
Name:Jonathan Herrick
Title:Managing Direcctor
[Signature Page to First Amendment to Third Amended and Restated Credit Agreement (Antero)]
Consented to by:
JPMORGAN CHASE BANK, N.A.
as a Lender
By:/s/ Anca Loghin
Name:Anca Loghin
Title:Authorized Officer
[Signature Page to First Amendment to Third Amended and Restated Credit Agreement (Antero)]
Consented to by:
BANK OF AMERICA, N.A.
as a Lender
By:/s/ Kimberly Miller
Name:Kimberly Miller
Title:Director
[Signature Page to First Amendment to Third Amended and Restated Credit Agreement (Antero)]
Consented to by:
BARCLAYS BANK PLC
as a Lender
By:/s/ Sydney G. Dennis
Name:Sydney G. Dennis
Title:Director
[Signature Page to First Amendment to Third Amended and Restated Credit Agreement (Antero)]
Consented to by:
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH,
as a Lender
By:/s/ Scott W. Danvers
Name:Scott W. Danvers
Title:Authorized Signatory
By:/s/ Donovan C. Broussard
Name:Donovan C. Broussard
Title:Authorized Signatory
[Signature Page to First Amendment to Third Amended and Restated Credit Agreement (Antero)]
Consented to by:
CITIBANK, N.A.,
as a Lender
By:/s/ Todd Mogil
Name:Todd Mogil
Title:Vice President
[Signature Page to First Amendment to Third Amended and Restated Credit Agreement (Antero)]
Consented to by:
Mizuho Bank, Ltd.,
as a Lender
By:/s/ Edward Sacks
Name:Edward Sacks
Title:Managing Director
[Signature Page to First Amendment to Third Amended and Restated Credit Agreement (Antero)]
Consented to by:
PNC BANK, NATIONAL ASSOCIATION
as a Lender
By:/s/ Kyle T. Helfrich
Name:Kyle T. Helfrich
Title:Senior Vice President
[Signature Page to First Amendment to Third Amended and Restated Credit Agreement (Antero)]
Consented to by:
Royal Bank of Canada
as a Lender
By:/s/ Sue Carol Sedillo
Name:Sue Carol Sedillo
Title:Authorized Signatory
[Signature Page to First Amendment to Third Amended and Restated Credit Agreement (Antero)]
Consented to by:
Sumitomo Mitsui Banking Corporation
as a Lender
By:/s/ Nabeel Shah
Name:Nabeel Shah
Title:Executive Director
[Signature Page to First Amendment to Third Amended and Restated Credit Agreement (Antero)]
Consented to by:
Truist Bank
as a Lender
By:/s/ Farhan Iqbal
Name:FARHAN IQBAL
Title:Director
[Signature Page to First Amendment to Third Amended and Restated Credit Agreement (Antero)]
Consented to by:
U.S. BANK NATIONAL ASSOCIATION
as a Lender
By:/s/ Jason Edrington
Name:Jason Edrington
Title:Senior Vice President
[Signature Page to First Amendment to Third Amended and Restated Credit Agreement (Antero)]
Consented to by:
Comerica Bank
as a Lender
By:/s/ Joseph Johnson
Name:Joseph Johnson
Title:Portfolio Manager
[Signature Page to First Amendment to Third Amended and Restated Credit Agreement (Antero)]