INCREMENTAL AGREEMENT OF INCREASING LENDERS
Exhibit 10.2
Execution Version
INCREMENTAL AGREEMENT OF INCREASING LENDERS
This Incremental Agreement of Increasing Lenders (this “Incremental Agreement”) is dated as of May 4, 2022 (the “Effective Date”) and is entered into by and among DNB Capital LLC and Mizuho Bank, Ltd. (each an “Increasing Lender”), Talos Production Inc., as Borrower, Talos Energy Inc., as Holdings, JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and an Issuing Bank, and Natixis, New York Branch, as an Issuing Bank.
WHEREAS, the Borrower, Holdings, Administrative Agent, Swingline Lender, the Issuing Banks and certain other financial institutions from time to time party thereto, as Lenders, have entered into that that certain Credit Agreement, dated as of May 10, 2018, (as amended, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement).
WHEREAS, the Borrower desires to increase the Total Commitments under the Credit Agreement by having each Increasing Lender, severally and not jointly, increase its respective Commitment under the Credit Agreement in accordance with Section 2.16 of the Credit Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and of the commitments hereinafter referred to, the parties hereto agree as follows:
By its execution and delivery hereof, each Increasing Lender, severally and not jointly, (i) shall, and does hereby, increase its Commitment under the Credit Agreement to the amount as set forth opposite its name on revised Schedule 1.1(a) attached hereto as Annex I and
(ii) represents and warrants to the Administrative Agent and each Issuing Bank that it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
The Borrower hereby confirms that no Event of Default or Borrowing Base Deficiency has occurred and is continuing as of the Effective Date after giving effect to such increase.
As consideration for the commitments and agreements of the Increasing Lenders hereunder, the Borrower agrees to pay or cause to be paid upfront fees in an amount equal to fifty (50) basis points on the amount by which each Increasing Lender’s final Commitment under the Credit Agreement immediately after the Effective Date exceeds such Increasing Lender’s Commitment under the Credit Agreement immediately prior to the Effective Date.
This Incremental Agreement constitutes a “Incremental Agreement” and a “Credit Document”, each as defined in the Credit Agreement. This Incremental Agreement does not in any way constitute a novation of the Credit Agreement.
To induce each Increasing Lender to enter into this Incremental Agreement, each of the Borrower and Holdings:
This Incremental Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Incremental Agreement shall be governed by, and construed in accordance with, the law of the State of New York. Sections 13.10, 13.12, 13.13, 13.14 and 13.15 of the Credit Agreement are incorporated herein, mutatis mutandis. This Incremental Agreement may be executed by one or more of the parties to this Incremental Agreement on any number of separate counterparts (including by facsimile or other electronic transmission, i.e. a “pdf” or a “tif”), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Incremental Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.
[Signature pages follow.]
The terms set forth in this Incremental Agreement of Increasing Lenders are hereby agreed to:
DNB CAPITAL LLC,
as an Increasing Lender
By: |
/s/ Xxxxx Xxxxx |
Name: Xxxxx Xxxxx
Title: Senior Vice President
By: |
/s/ Xxxxx Xxxxx |
Name: Xxxxx Xxxxx
Title: Senior Vice President
MIZUHO BANK, LTD.,
as an Increasing Lender
By: |
|
Name:
Title:
Signature Page to Incremental Agreement of Increasing Lenders
The terms set forth in this Incremental Agreement of Increasing Lenders arc hereby agreed to:
DNB CAPITAL LLC,
as an Increasing Lender
By: |
|
Name:
Title:
By: |
|
Name:
Title:
MIZUHO BANK, LTD.,
as an Increasing Lender
By: |
/s/ Xxxxxx Xxxxx |
Name: Xxxxxx Xxxxx
Title: Executive Director
Signarure Page to Incremental Agreement of lncreasing Lenders
Accepted and Consented to:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Swingline Lender and an Issuing Bank
By: |
/s/ Xxxxxxx X. Xxxxxx |
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Officer
NATIXIS, NEW YORK BRANCH, as an
Issuing Bank
By: |
|
Name:
Title:
TALOS PRODUCTION INC., as Borrower
By: |
|
Name:
Title:
TALOS ENERGY INC., as Holdings
By: |
|
Name:
Title:
Signature Page to Incremental Agreement of Increasing Lenders
Accepted and Consented to:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Swingline Lender and an Issuing Bank
By: |
|
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Officer
NATIXIS, NEW YORK BRANCH, as an
Issuing Bank
By: |
/s/ Xxxxxxxxx Xxxxxx |
Name: Xxxxxxxxx Xxxxxx
Title: Executive Officer
By: |
/s/ Arnaud Roberdet |
Name: Arnaud Roberdet
Title: Director
TALOS PRODUCTION INC., as Borrower
By: |
|
Name:
Title:
TALOS ENERGY INC., as Holdings
By: |
|
Name:
Title:
Signature Page to Incremental Agreement of Increasing Lenders
Accepted and Consented to:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Swingline Lender and an Issuing Bank
By: |
|
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Officer
NATDGS, NEW YORK BRANCH, as an
Issuing Bank
By: |
|
Name:
Title:
By: |
|
Name:
Title:
TALOS PRODUCTION INC., as Borrower
By: |
/s/ Xxxxxxx X. Xxxxx III |
Name: Xxxxxxx X. Xxxxx III
Title: Executive Vice President and Chief Financial Officer
TALOS ENERGY INC., as Holdings
By: |
/s/ Xxxxxxx X. Xxxxx III |
Name: Xxxxxxx X. Xxxxx III
Title: Executive Vice President and Chief Financial Officer
Signature Page to Incremental Agreement of Increasing Lenders
Annex I
Schedule 1.1(a)
COMMITMENTS
Lender |
Commitment |
Commitment Percentage |
JPMorgan Chase Bank, N.A. |
$85,000,000.00 |
10.542439521% |
DNB Capital LLC |
$85,000,000.00 |
10.542439521% |
Natixis, New York Branch |
$75,000,000.00 |
9.302152518% |
Capital One, National Association |
$65,000,000.00 |
8.061865516% |
Citibank, N.A. |
$65,000,000.00 |
8.061865516% |
KeyBank National Association |
$65,000,000.00 |
8.061865516% |
Société Générale |
$65,000,000.00 |
8.061865516% |
Mizuho Bank, Ltd. |
$65,000,000.00 |
8.061865516% |
Regions Bank |
$50,000,000.00 |
6.201435012% |
Xxxxxxx Xxxxx Bank USA |
$50,000,000.00 |
6.201435012% |
Xxxxxx Xxxxxxx Senior Funding, Inc. |
$50,000,000.00 |
6.201435012% |
Credit Suisse AG, New York Branch |
$41,265,000.00 |
5.118044315% |
BMO Xxxxxx Bank N.A. |
$25,000,000.00 |
3.100717506% |
UBS AG, Stamford Branch |
$20,000,000.00 |
2.480574005% |
Total |
$806,265,000.00 |
100.00000000% |