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SWN > SEC Filings for SWN > Form 8-K on 17-Dec-2013All Recent SEC Filings

Show all filings for SOUTHWESTERN ENERGY CO



Entry into a Material Definitive Agreement, Termination of a Material Defi

Item 1.01 Entry into a Material Definitive Agreement.

On December 16, 2013, Southwestern Energy Company (the "Company") entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents, Citibank, N.A. and The Royal Bank of Scotland plc, as Co-Documentation Agents and 20 other lenders (the "Credit Facility"). Under the Credit Facility, the Company has a borrowing capacity of $2.0 billion and the Credit Facility has a maturity date of December 14, 2018 with options for two one-year extensions with the approval of participating lenders. The amount available under the Credit Facility can be increased by up to an additional $500 million in the future upon the agreement of the Company and participating lenders. The Credit Facility is unsecured, is not guaranteed by any subsidiaries of the Company, and replaces the Company's $1.5 billion unsecured revolving credit facility that was due to expire in February 2016.

The terms of the Credit Facility include covenants that restrict the ability of the Company and its restricted subsidiaries, as that term is defined in the Credit Facility, to incur liens or certain indebtedness or to invest in subsidiaries not restricted by the covenants in the agreement. The Credit Facility also contains a financial covenant that requires the Company to maintain a debt to capitalization ratio that does not exceed 0.60 to 1.0. Upon the satisfaction of certain conditions precedent, including the provision of a guaranty by the Company, any of the Company's subsidiaries engaged in midstream business may be added as additional borrowers provided that in no event will the portion of the lenders' aggregate commitment attributable to such additional borrowers exceed $350 million in the aggregate. The Credit Facility also restricts the ability of the Company and any subsidiaries that become additional borrowers to merge, consolidate or sell all or substantially all of their assets.

The Credit Facility includes events of default relating to customary matters, including, among other things, nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross default and cross acceleration with respect to indebtedness in an aggregate principal amount of $100 million or more; bankruptcy; judgments involving liability of $100 million or more that are not paid; and ERISA events. Many are subject to customary notice and cure periods.

The above description of the material terms and conditions of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Facility, which is filed as Exhibit 10.1 hereto.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the execution and delivery of the Credit Facility described in Item 1.01 above, the Company terminated its then-existing Third Amended and Restated Credit Agreement (the "Prior Credit Agreement"), dated as of February 14, 2011, among the Company, as borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto. The Company did not pay any prepayment penalties in connection with the termination of the Prior Credit Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Credit Facility in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number                                      Description

  10.1            Credit Agreement dated December 16, 2013 among Southwestern
                Energy Company, JPMorgan Chase Bank, NA, as administrative agent,
                Bank of America, N.A. and Wells Fargo Bank, National Association,
                as Co-Syndication Agent, Citibank, N.A. and The Royal Bank of
                Scotland plc, as Co-Documentation Agents,and the other lenders
                named therein.

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