Credit Agreement [Amended and Restated No. 5] (2015)Full Document 

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THIRD AMENDMENT

TO

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

This THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Third Amendment") dated as of May 20, 2015, is by and among SM ENERGY COMPANY, a corporation duly formed and existing under the laws of the State of Delaware (the "Borrower"); each of the Lenders that is a party hereto; and WELLS FARGO BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, by operation of law or as otherwise provided herein, the "Administrative Agent").

The parties hereto agree as follows:

RECITALS

(A)                               The Borrower, the Administrative Agent and the Lenders are party to that certain Fifth Amended and Restated Credit Agreement dated as of April 12, 2013 (as amended, supplemented, or otherwise modified, the "Credit Agreement"), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower;

(B)                               The Borrower has advised the Administrative Agent that it intends to (i) issue unsecured 5.625% Senior Notes due 2025 in an aggregate principal amount of up to $500,000,000 (the "2025 Senior Notes") and (ii) use a portion of the proceeds of the 2025 Senior Notes to repurchase or redeem all of the 6.625% Senior Notes due 2019 issued by the Borrower in an initial aggregate principal amount equal to $350,000,000;

(C)                               The Borrower has advised the Administrative Agent that it intends to sell the Oil and Gas Properties located in Arkansas, Mississippi, Texas and Louisiana set forth on Annex A attached hereto (the "Haynesville Assets") and Oklahoma and Kansas set forth on Annex B attached hereto (the "MidCon Assets"); and

(D)                               The Borrower has requested, among other things, that the Lenders and the Administrative Agent amend the Credit Agreement to (i) not require an automatic reduction to the Borrowing Base then in effect as a result of the issuance of the portion of the 2025 Senior Notes not constituting Permitted Refinancing Debt, (ii) permit the Borrower to sell the MidCon Assets and the Haynesville Assets without an accompanying reduction to the Borrowing Base then in effect and (iii) amend Section 8.13 to modify the ongoing title requirement set forth therein.

In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafter referred to, the parties hereto agree as follows.

Section 1.                                           Defined Terms.  Each capitalized term that is defined in the Credit Agreement, but which is not defined in this Third Amendment, shall have the meaning ascribed such term in



the Credit Agreement.  Unless otherwise indicated, all section references in this Third Amendment refer to the Credit Agreement.

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