Item 1.01Entry into a Material Definitive Agreement.
On September 28, 2020, Montage Resources Corporation (the "Company") entered
into a letter agreement (the "Letter Agreement") by and among the Company, as
borrower, certain of the Company's subsidiaries, as guarantors, Bank of
Montreal, as administrative agent (the "Administrative Agent"), and each of the
lenders that are party thereto, relating to the Third Amended and Restated
Credit Agreement, dated as of February 28, 2019, by and among the Company, the
Administrative Agent, and each of the lenders that are party thereto (as
amended, the "Credit Agreement").
Pursuant to the Letter Agreement, the lenders that are party thereto,
constituting all of the lenders that are party to the Credit Agreement, agreed
to, among other things, (i) postpone the scheduled redetermination of the
borrowing base under the Credit Agreement from October 1, 2020 until on or about
November 15, 2020, (ii) consent to the Company's sending of a notice of
redemption to the holders of the Company's 8.875% Senior Notes due 2023 (the
"Senior Notes") in accordance with the terms of the Agreement and Plan of
Merger, dated as of August 12, 2020, by and between the Company and Southwestern
Energy Company (the "Merger Agreement"), and (iii) consent to the redemption of
the Senior Notes in full; provided, that such redemption occurs concurrently
with the date that the secured obligations under the Credit Agreement are paid
in full in cash and the transactions contemplated by the Merger Agreement are
consummated. The borrowing base under the Credit Agreement will remain $475
million until otherwise redetermined or adjusted pursuant to the provisions of
the Credit Agreement. The Company's ability to borrow under the Credit
Agreement, on and subject to the terms and conditions thereof, is not impacted
by the Letter Agreement.
The description of the Letter Agreement set forth above does not purport to be
complete and is qualified in its entirety by reference to the Letter Agreement,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
Letter Agreement, dated as of September 28, 2020, by and among Montage
Resources Corporation, as borrower, certain of the Company's
subsidiaries, as guarantors, Bank of Montreal, as administrative agent,
10.1 and each of the lenders that are party thereto .
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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