NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

Execution Version

NINTH AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 22, 2019, is among XXXXXXX MIDSTREAM PARTNERS LP, a Delaware limited partnership (the “Borrower”), the guarantors party hereto (the “Guarantors”), each of the Lenders party hereto, and ROYAL BANK OF CANADA, as administrative agent (in such capacity, the “Administrative Agent”), and as collateral agent (in such capacity, the “Collateral Agent”), and as letter of credit issuer (in such capacity, the “Issuer”) and relates to that certain Third Amended and Restated Credit Agreement, dated as of March 31, 2015 (as amended, restated, modified or supplemented from time to time prior to the date hereof, the “Existing Credit Agreement”; and as amended hereby, the “Credit Agreement”), among the Borrower, the Lenders, the Administrative Agent, the Collateral Agent and the Issuer.

WITNESSETH:

WHEREAS, the Borrower desires to amend the Existing Credit Agreement on the terms set forth herein;

WHEREAS, Section 12.02 of the Existing Credit Agreement provides that the Borrower and the Lenders may amend the Existing Credit Agreement and the other Loan Documents for certain purposes;

WHEREAS, the Administrative Agent, the Collateral Agent, the Issuer, the Lenders, the Borrower and the Guarantors all desire to enter into this Amendment to among other things, amend the Existing Credit Agreement and extend the maturity date thereunder; and

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Definitions.  Unless otherwise defined in this Amendment, each capitalized term used in this Amendment has the meaning assigned to such term in the Credit Agreement.

Section 2. Amendments to the Credit Agreement.  Effective as of the Amendment Effective Date (as defined below), (a) the body of the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto, (b) each of Annex I, Exhibit A, Schedule 7.11, Schedule 7.14 and Schedule 7.22 to the Existing Credit Agreement is hereby deleted and replaced with the corresponding Annex I, Exhibit AA (comprising Exhibit A-1 and Exhibit A-2 to the Credit Agreement), Schedule 7.11, Schedule 7.14 and Schedule 7.22 attached hereto, and (c) the Annex II attached hereto is hereby incorporated into the Credit Agreement immediately after Annex I (as replaced pursuant the foregoing clause (b)).

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Section 3. Borrowing Base.  Upon the Amendment Effective Date and until redetermined in connection with the first Scheduled Midstream Component Recalculation in accordance with Section 2.07 of the Credit Agreement, the Borrowing Base shall be equal to the initial Midstream Component in the amount of $235,500,000.

Section 4. Ratification.  Except as expressly amended, modified or waived herein, each of the Borrower and the Guarantors hereby ratifies and confirms all of the Obligations under the Credit Agreement and the other Loan Documents to which it is a party, and all references to the Credit Agreement, the Mortgages and the Notes in any of the Loan Documents shall be deemed to be references to the Credit Agreement, the Mortgages and the Notes as amended, modified or waived hereby and by the instruments and documents delivered pursuant to Section 5.

Section 5. Effectiveness.  This Amendment shall become effective on the date (the “Amendment Effective Date”) on which each of the following conditions is satisfied:

(a) the Administrative Agent shall have received counterparts of this Amendment executed by the Administrative Agent, the Collateral Agent, the Issuer, the Borrower, the Guarantors and each of the Lenders;

(b) the Administrative Agent shall be reasonably satisfied that the consent and acknowledgment agreement provided by Xxxxxxx Energy Corporation, as producer, in favor of the Administrative Agent with respect to the Midstream Properties acquired in the Catarina Acquisition and certain material contracts related thereto remains in full force and effect; 

(c) the Administrative Agent shall have received duly executed Notes payable to the order of each Lender that has requested a Note;

(d) the Administrative Agent shall have received a copy of Borrower’s most recent Reserve Report;

(e) the Administrative Agent shall have received a certificate of the General Partner of the Borrower and of each Guarantor setting forth (i) resolutions of the board of directors or other managing body of the General Partner or such Guarantor with respect to the authorization of the Borrower or such Guarantor to execute and deliver the Amendment Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the individuals who are authorized to sign the Amendment Documents to which the Borrower (acting through the General Partner) or such Guarantor is a party, (iii) specimen signatures of such authorized individuals, and (iv) the articles or certificate of incorporation or formation and bylaws, operating agreement or partnership agreement, as applicable, of the Borrower, its General Partner and each Guarantor, in each case, certified as being true and complete;

(f) the Administrative Agent shall have received certificates of the appropriate state agencies with respect to the existence, qualification to

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do business and good standing of the Borrower, the General Partner and each Guarantor;

(g) the Administrative Agent shall have received reasonable satisfactory financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended September 30, 2019;

(h) the Administrative Agent shall have received duly executed counterparts of a supplement to the Borrower’s existing Pledge and Security Agreement pledging the equity interests in Xxxxxxx G&P, LLC (as survivor of the merger between Xxxxxxx Gathering, LLC and Xxxxxxx Processing, LLC), together with all certificates evidencing such equity interests (if any) and related blank stock powers from the Borrower (collectively with this Amendment, the “Amendment Documents”);

(i) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulations, a Beneficial Ownership Certification;

(j) the Borrower and each Guarantor shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment the Borrower and each Guarantor do hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment and each other Amendment Document has been duly authorized by all requisite limited partnership or limited liability company action, as applicable, on the part of the Borrower or such Guarantor, as applicable, (ii) the Credit Agreement and each other Loan Document to which it is a party constitute valid and legally binding agreements enforceable against the Borrower or such Guarantor, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity, (iii) the representations and warranties of the Borrower or such Guarantor, if any, set forth in the Credit Agreement and in each other Loan Document to which it is a party, shall be true and correct on and as of the Amendment Effective Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall have been true and correct as of such specified earlier date, (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents and (v) since December 31, 2018, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect; 

(k) the Administrative Agent shall have received an opinion of Hunton Xxxxxxx Xxxxx LLP, special New York counsel to the Borrower and

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special Texas local counsel to the Borrower, each in form and substance reasonably satisfactory to the Administrative Agent, as to such matters incident to the Amendment Documents as the Administrative Agent may reasonably request; and

(l) the Borrower shall have paid all agreed fees to the extent due and payable in connection with this Amendment and the other Amendment Documents and paid or reimbursed the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation and execution and delivery of this Amendment and the other Amendment Documents (including the reasonable fees, disbursements and other charges of Xxxxx Xxxxx LLP), in each case, to the extent provided in Section 12.03 of the Credit Agreement.

For purposes of determining compliance with the conditions specified in Section 5, each Lender shall be deemed to have consented to, approved or accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

Section 6. Governing Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 7. Miscellaneous.

(a) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import, referring to the Credit Agreement, and each reference in each other Loan Document to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Existing Credit Agreement as amended or otherwise modified by this Amendment.  This Amendment shall constitute a Loan Document for purposes of the Credit Agreement.

(b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any default of the Borrower  or any Guarantor or any right, power or remedy of the Administrative Agent, the Collateral Agent, the Issuer or the Lenders under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

(c) Each of the Borrower and each Guarantor represents and warrants that as of the date hereof (i) it has the limited partnership or limited liability company power and authority to execute, deliver and perform the terms and provisions of this Amendment and the other Amendment Documents to which it is a party, has taken all necessary limited partnership or limited liability company action to authorize the execution, delivery and performance of this

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Amendment and the other Amendment Documents to which it is a party, delivery and performance of this Amendment and the other Amendment Documents to which it is a party does not and will not contravene the terms of the Borrower’s or such Guarantor’s, as applicable, organizational documents; (ii) it has duly executed and delivered this Amendment and the other Amendment Documents to which it is a party and this Amendment and the other Amendment Documents to which it is a party constitute the legal, valid and binding obligation of the Borrower or such Guarantor enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law); (iii) no Default or Event of Default has occurred and is continuing; and (iv) no action, suit, investigation or other proceeding is pending or threatened before any arbitrator or Governmental Authority seeking to restrain, enjoin or prohibit or declare illegal, or seeking damages from the Borrower in connection with this Amendment or which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Section 8. Severability.  Any provisions of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provisions so held to be invalid.

Section 9. Successors and Assigns.  This Amendment is binding upon and shall inure to the benefit of the Administrative Agent, the Collateral Agent, the Issuer, the Lenders, the Borrower and each Guarantor and their respective successors and assigns.

Section 10. Counterparts.  This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier or electronically by .pdf shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 11. Headings.  The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment or any other Loan Document.

Section 12. Integration.  This Amendment represents the final agreement of the Borrower, each Guarantor, the Collateral Agent, the Administrative Agent, the Issuer, and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Borrower, any Guarantor, the Administrative Agent, the Collateral Agent, the Issuer, nor any Lender relative to subject matter hereof not expressly set forth or referred to herein.

Section 13. RELEASE.  IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS SET FORTH IN THIS AMENDMENT, THE BORROWER AND EACH OF THE GUARANTORS HEREBY RELEASES, ACQUITS, DISCHARGES, COVENANTS NOT TO XXX, AND AGREES FOREVER TO HOLD HARMLESS THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE ISSUER AND EACH LENDER, ALONG WITH ALL OF THEIR BENEFICIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS,

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EMPLOYEES, SERVANTS, ATTORNEYS, ADVISORS AND REPRESENTATIVES, AS WELL AS THEIR RESPECTIVE HEIRS, EXECUTORS, LEGAL REPRESENTATIVES, ADMINISTRATORS, PREDECESSORS IN INTEREST, SUCCESSORS AND ASSIGNS (EACH INDIVIDUALLY, A “RELEASED PARTY”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DEBTS, LIABILITIES, CONTRACTS, AGREEMENTS, OBLIGATIONS, ACCOUNTS, DEFENSES, SUITS, OFFSETS AGAINST THE INDEBTEDNESS EVIDENCED BY THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS, ACTIONS, AND ANY AND ALL CLAIMS FOR DAMAGES OR RELIEF OF WHATEVER KIND OR NATURE, WHETHER IN EQUITY OR AT LAW, MONETARY OR NON-MONETARY, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, MATURED OR UNMATURED, THAT THE BORROWER OR ANY GUARANTOR OR ANY SUBSIDIARY OF ANY OF THEM, HAS, HAD OR MAY HAVE AGAINST ANY RELEASED PARTY, INDIVIDUALLY OR COLLECTIVELY, FOR OR BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER OCCURRING ON OR AT ANY TIME PRIOR TO THE DATE OF THE EXECUTION OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY MATTER THAT RELATES TO, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY (A) THIS AMENDMENT OR ANY OTHER AMENDMENT DOCUMENT (COLLECTIVELY, FOR PURPOSES OF THIS SECTION 13, THE “TRANSACTION DOCUMENTS”) OR THE TRANSACTIONS EVIDENCED HEREBY OR THEREBY, INCLUDING, WITHOUT LIMITATION, ANY DISBURSEMENTS UNDER ANY TRANSACTION DOCUMENTS, THE TERMS THEREOF, OR THE APPROVAL, ADMINISTRATION OR SERVICING THEREOF, OR (B) ANY NOTICE OF DEFAULT, EVENT OF DEFAULT IN REFERENCE TO ANY TRANSACTION DOCUMENTS OR ANY OTHER MATTER PERTAINING TO THE COLLECTION OR ENFORCEMENT BY ANY RELEASED PARTY OF THE INDEBTEDNESS EVIDENCED BY ANY TRANSACTION DOCUMENTS OR ANY RIGHT OR REMEDY UNDER ANY TRANSACTION DOCUMENTS, OR (C) ANY PURPORTED ORAL AGREEMENTS OR UNDERSTANDINGS BY AND BETWEEN ANY RELEASED PARTY AND THE BORROWER AND ANY GUARANTOR IN REFERENCE TO ANY TRANSACTION DOCUMENTS.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed by its officer(s) thereunto duly authorized as of the date first above written.

	XXXXXXX MIDSTREAM PARTNERS LP, as Borrower
	By:	XXXXXXX MIDSTREAM PARTNERS GP LLC, its general partner
	By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Chief Financial Officer
	SEP HOLDINGS IV, LLC,
	as a Guarantor
	By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Chief Financial Officer
	CATARINA MIDSTREAM, LLC,
	as a Guarantor
	By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Chief Financial Officer
	SECO PIPELINE, LLC,
	as a Guarantor
	By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Chief Financial Officer

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733512454 00000000

	ROYAL BANK OF CANADA,
	as Administrative Agent and Collateral Agent
	By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Manager, Agency Services
	ROYAL BANK OF CANADA,
	as a Revolving Lender and the Issuer
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Authorized Signatory
	ROYAL BANK OF CANADA,
	as a Term Lender
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Authorized Signatory

S - 2

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	CAPITAL ONE, NATIONAL ASSOCIATION,
	as a Revolving Lender
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Vice President
	CAPITAL ONE, NATIONAL ASSOCIATION,
	as a Term Lender
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Vice President

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	CITIBANK, N.A.,
	as a Revolving Lender
	By:	/s/ Xxxx X. Xxxxxxx
	Name:	Xxxx X. Xxxxxxx
	Title:	Vice President
	CITIBANK, N.A.,
	as a Term Lender
	By:	/s/ Xxxx X. Xxxxxxx
	Name:	Xxxx X. Xxxxxxx
	Title:	Vice President

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	COMERICA BANK, as a Revolving Lender
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Vice President
	COMERICA BANK, as a Term Lender
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Vice President

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	BBVA USA f/k/a Compass Bank, as a Revolving Lender
	By:	/s/ Xxxxxx Xxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxx
	Title:	Sr. Vice President
	BBVA USA f/k/a Compass Bank, as a Term Lender
	By:	/s/ Xxxxxx Xxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxx
	Title:	Sr. Vice President

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	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as a Revolving Lender
	By:	/s/ Xxxxx X. Xxxxxxxx
	Name:	Xxxxx X. Xxxxxxxx
	Title:	Authorized Signatory
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as a Term Lender
	By:	/s/ Xxxxx X. Xxxxxxxx
	Name:	Xxxxx X. Xxxxxxxx
	Title:	Authorized Signatory
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

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	ING CAPITAL LLC,
	as a Revolving Lender
	By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	Managing Director
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Managing Director
	ING CAPITAL LLC,
	as a Term Lender
	By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	Managing Director
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Managing Director

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	SUNTRUST BANK, as a Revolving Lender
	By:	/s/ Xxxxxxx X Xxxxxxx
	Name:	Xxxxxxx X Xxxxxxx
	Title:	Senior Vice President
	SUNTRUST BANK, as a Term Lender
	By:	/s/ Xxxxxxx X Xxxxxxx
	Name:	Xxxxxxx X Xxxxxxx
	Title:	Senior Vice President

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	CIT BANK, N.A., as a Revolving Lender
	By:	/s/ Xxxxxx Xxxx
	Name:	Xxxxxx Xxxx
	Title:	Authorized Signatory
	CIT BANK, N.A., as a Term Lender
	By:	/s/ Xxxxxx Xxxx
	Name:	Xxxxxx Xxxx
	Title:	Authorized Signatory

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	MACQUARIE INVESTMENTS US INC.
	as a Revolving Lender
	By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Division Director
	By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Executive Director
	MACQUARIE INVESTMENTS US INC.
	as a Term Lender
	By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Division Director
	By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Executive Director

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Exhibit A

To Ninth Amendment

[Marked Version of the Body of the Existing Credit Agreement reflecting Amendments
Implemented by Ninth Amendment]

715347206 14464587

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of March 31, 2015

among

XXXXXXX MIDSTREAM PARTNERS LP

as Borrower,

ROYAL BANK OF CANADA

as Administrative Agent and Collateral Agent,

COMPASS BANK and SUNTRUST BANK

As Co-Syndication Agents,

CAPITAL ONE, N.A. and COMERICA BANK

As Co-Documentation Agents,

RBC CAPITAL MARKETS

as Sole Lead Arranger and Bookrunner,

and

THE LENDERS PARTY HERETO

715347206 14464587

TABLE OF CONTENTS

		Page
ARTICLE I.	DEFINITIONS AND ACCOUNTING MATTERS	2
Section 1.01	Terms Defined Above	2
Section 1.02	Certain Defined Terms	2
Section 1.03	Terms Generally	31 34
Section 1.04	Accounting Terms and Determinations; GAAP	32 34
Section 1.05	Divisions	34
ARTICLE II.	THE CREDITS	32 35
Section 2.01	Loan Commitments	32 35
Section 2.02	Loans and Borrowings	32 35
Section 2.03	Requests for Borrowings	33 36
Section 2.04	Interest Elections	34 37
Section 2.05	Funding of Borrowing	35 38
Section 2.06	Termination and Reduction of Aggregate Maximum Credit Amount or Elected Commitment Amount Loan Commitments	36 39
Section 2.07	Borrowing Base - Midstream Component	38 40
Section 2.08	Letters of Credit	42 41
Section 2.09	[Intentionally Omitted 47]	45
Section 2.10	Defaulting Lenders or Impacted Lenders	47 46
ARTICLE III.	PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES	50 49
Section 3.01	Repayment of Loans	50 49
Section 3.02	Interest	50 49
Section 3.03	Prepayments	52 51
Section 3.04	Fees	53
ARTICLE IV.	PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS	54
Section 4.01	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	54
Section 4.02	Presumption of Payment by the Borrower	55 56
ARTICLE V.	INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES; ILLEGALITY	56
Section 5.01	Increased Costs	56
Section 5.02	Break Funding Payments	57
Section 5.03	Taxes	57 58

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TABLE OF CONTENTS

(continued)

		Page
Section 5.04	Designation of Different Lending Office	60
Section 5.05	Illegality	60
Section 5.06	Replacement of a Lender	60
ARTICLE VI.	CONDITIONS PRECEDENT	61 62
Section 6.01	Closing Date	61 62
Section 6.02	Each Credit Event	64 65
ARTICLE VII.	REPRESENTATIONS AND WARRANTIES	65 66
Section 7.01	Organization; Powers	65 66
Section 7.02	Authority; Enforceability	65 66
Section 7.03	Approvals; No Conflicts	66
Section 7.04	Financial Statements	66 67
Section 7.05	Litigation	67
Section 7.06	Environmental Matters	67
Section 7.07	Compliance with the Laws and Agreements	68
Section 7.08	Investment Company Act	68
Section 7.09	Taxes	68
Section 7.10	ERISA	68 69
Section 7.11	Disclosure; No Material Misstatements	69 70
Section 7.12	Insurance	70
Section 7.13	Restriction on Liens	70
Section 7.14	Subsidiaries	70
Section 7.15	Location of Business and Offices	70
Section 7.16	Properties; Titles; Etc	70 71
Section 7.17	Title	72
Section 7.18	Security Instruments	72 73
Section 7.19	Maintenance of Properties	73
Section 7.20	Gas Imbalances; Prepayments	73 74
Section 7.21	Marketing of Production	73 74
Section 7.22	Swap Transactions	74
Section 7.23	Use of Loans and Letters of Credit	74
Section 7.24	Solvency	74 75

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TABLE OF CONTENTS

(continued)

		Page
Section 7.25	Patriot Act; OFAC; Sanctions	75
Section 7.26	Seniority Designation	75 76
ARTICLE VIII.	AFFIRMATIVE COVENANTS	75 76
Section 8.01	Financial Statements; Ratings Change; Other Information	76
Section 8.02	Notices of Material Events	79 80
Section 8.03	Existence; Conduct of Business	79 81
Section 8.04	Payment of Obligations	80 81
Section 8.05	Performance of Obligations Under Loan Documents	80 81
Section 8.06	Operation and Maintenance of Properties	80 81
Section 8.07	Insurance	81 82
Section 8.08	Books and Records; Inspection Rights	81 82
Section 8.09	Compliance with Laws	81 82
Section 8.10	Environmental Matters	81 83
Section 8.11	Further Assurances	82 83
Section 8.12	Title Information[Intentionally Omitted]	83 84
Section 8.13	Additional Collateral; Additional Guarantors	84
Section 8.14	ERISA Compliance	85 86
Section 8.15	[Intentionally Omitted]	86
Section 8.16	Title	86
Section 8.17	Keepwell	86 87
Section 8.18	Additional Covenants Upon Issuance of Unsecured Notes	86 87
ARTICLE IX.	NEGATIVE COVENANTS	87 88
Section 9.01	Financial Covenants	87 88
Section 9.02	Debt	88
Section 9.03	Liens	89
Section 9.04	Dividends, Distributions and Redemptions	89 90
Section 9.05	Investments, Loans and Advances	90
Section 9.06	Nature of Business	91
Section 9.07	Limitation on Leases	91
Section 9.08	Proceeds of Notes	91
Section 9.09	ERISA Compliance	92

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TABLE OF CONTENTS

(continued)

		Page
Section 9.10	Sale or Discount of Receivables	93
Section 9.11	Mergers; Etc	93
Section 9.12	Sale of Properties	93
Section 9.13	Transactions with Affiliates	94
Section 9.14	Subsidiaries	94
Section 9.15	Negative Pledge Agreements; Dividend Restrictions	94
Section 9.16	Gas Imbalances, Take-or-Pay or Other Prepayments	95
Section 9.17	Swap Transactions	95
Section 9.18	Tax Status as Partnership; Operating Agreements; Material Contracts	97
Section 9.19	Acquisition Properties	97
Section 9.20	Accounting Changes	97
Section 9.21	Prepayment of Permitted Unsecured Notes; Amendments to Debt Documents	97
Section 9.22	Marketing Activities	98
Section 9.23	Joint Ventures	98
ARTICLE X.	EVENTS OF DEFAULT; REMEDIES	98 99
Section 10.01	Events of Default	98 99
Section 10.02	Remedies	100 101
Section 10.03	Disposition of Proceeds	102
ARTICLE XI.	THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT	102
Section 11.01	Appointment; Powers	102
Section 11.02	Duties and Obligations of Administrative Agent and Collateral Agent	102
Section 11.03	Action by Agent	103
Section 11.04	Reliance by Agent	104
Section 11.05	Subagents	104
Section 11.06	Resignation or Removal of Agents	104 105
Section 11.07	Agents and Lenders	105
Section 11.08	No Reliance	105
Section 11.09	Administrative Agent and Collateral Agent May File Proofs of Claim	105 106

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TABLE OF CONTENTS

(continued)

		Page
Section 11.10	Authority of Administrative Agent and Collateral Agent to Release Collateral and Liens	106
Section 11.11	The Arranger, etc.	106 107
ARTICLE XII.	MISCELLANEOUS	107
Section 12.01	Notices	107
Section 12.02	Waivers; Amendments	108
Section 12.03	Expenses; Indemnity; Damage Waiver	109 110
Section 12.04	Successors and Assigns	112
Section 12.05	Survival; Revival; Reinstatement	115
Section 12.06	Counterparts; Integration; Effectiveness	116
Section 12.07	Severability	116
Section 12.08	Right of Setoff	116 117
Section 12.09	GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS	117
Section 12.10	Headings	118
Section 12.11	Confidentiality	118
Section 12.12	Maximum Interest	118 119
Section 12.13	EXCULPATION PROVISIONS	119
Section 12.14	Collateral Matters; Swap Agreements	120
Section 12.15	No Third Party Beneficiaries	120
Section 12.16	USA Patriot Act Notice	120
Section 12.17	Amendment and Restatement	120 121
Section 12.18	No General Partner’s Liability for Revolving Facility	121
Section 12.19	AcknowledgmentAcknowledgement and Consent to Bail-In of EEA Financial Institution Institutions	127 122
Section 12.20	Acknowledgement Regarding Any Supported QFCs	122
Section 12.21	RELEASE	123

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Annex I	Elected Commitment Amount;Revolving Loan Commitment Amounts
Annex II	Term Loan Commitment Amounts
Exhibit A-1	Form of Revolving Note
Exhibit A-2	Form of Term Note
Exhibit B	Form of Compliance Certificate
Exhibit C	Security Instruments
Exhibit D	Form of Assignment and Assumption
Exhibit E	Form of Borrowing Request
Exhibit F	Form of Interest Election Request
Exhibit G	Form of Commitment Increase Agreement[Intentionally Omitted]
Exhibit H	Form of Additional Lender Agreement[Intentionally Omitted]
Exhibit I	Form of Notice of Letter of Credit Request
Schedule 6.01(q)	Minimum Xxxxxx
Schedule 7.05	Litigation
Schedule 7.06	Environmental Matters
Schedule 7.11	Material Debt and Other Obligations
Schedule 7.14	Subsidiaries
Schedule 7.20	Gas Imbalances
Schedule 7.21	Marketing Contracts
Schedule 7.22	Swap Agreements; Swap Transactions

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 2015, is by and among Xxxxxxx Midstream Partners LP, a limited partnership duly formed and existing under the laws of the State of Delaware (the “Borrower”), each of the Lenders from time to time party hereto, Royal Bank of Canada (in its individual capacity, “Royal Bank of Canada”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, together with its successors in such capacity, the “Collateral Agent”), RBC Capital Markets, as sole lead arranger and bookrunner.

RECITALS

WHEREAS, the Borrower, Société Générale, as administrative agent, and certain lenders, were parties to that certain Second Amended and Restated Credit Agreement dated as of May 30, 2013 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”) whereby the lenders therein extended credit to the Borrower in the form of loans and letters of credit; and

WHEREAS, pursuant to the terms of that certain Assignment of Secured Indebtedness and Authorization to Assign Liens dated as of March 31, 2015, by and among the Borrower, the Existing Lenders, the Existing Agent, the Lenders, the Agent and the other parties thereto (the “Assignment Agreement”), the Existing Lenders have sold and assigned, and the Lenders have purchased and assumed, all of the outstanding loans and credit extensions outstanding under the Existing Agreement, together with the benefit of all of the related security documents and liens, as more particularly set forth therein; and

WHEREAS, the Borrower entered into a certain Purchase and Sale Agreement dated as of March 31, 2015 (the “Palmetto PSA”), by and among SEP III Holdings, LLC, a Delaware limited liability company, as seller (“Palmetto Seller”), SEP Holdings IV, LLC, a Delaware limited liability company and a Guarantor under this Agreement, as buyer (“Palmetto Buyer”), and Borrower, pursuant to which Palmetto Buyer acquired certain wellbores producing from the Eagle Ford Shale formation in Xxxxxxxx County, Texas, and more particularly described in the Palmetto PSA (such acquisition, the “Palmetto Acquisition”); and

WHEREAS, the Borrower has entered into a certain Purchase and Sale Agreement between Xxxxxxx Energy Corporation, a Delaware corporation (“SN”), SN Catarina, LLC, a Delaware limited liability company (“SN Catarina”), and Borrower dated as of September 25, 2015 (the “Catarina PSA”), pursuant to which the Borrower intends to acquireacquired from SN, indirectly by acquisition of the equity of Catarina Midstream, LLC, a Delaware limited liability company, certain midstream oil and gas assets located in Dimmit and Xxxx Counties, Texas, as more particularly described in the Catarina PSA for approximately $348,840,250 (such acquisition, the “Catarina Acquisition”); and

WHEREAS, the parties hereto desire to enter into this Agreement, which shall amend and restate and otherwise supersede the Existing Credit Agreement and provides that the Lenders may continue to extend credit to the Borrower as provided in this Agreement; and

WHEREAS, the Borrower has requested that the Lenders provide Loan Commitments (to include availability for Loans and Letters of Credit), pursuant to which Loans will be made from

733476286 14464587 Note

time to time prior to the Termination Date (including credit the proceeds of which, together with other consideration, were used to consummate the Palmetto Acquisition), and Letter of Credit Commitments, pursuant to which Letters of Credit will be issued from time to time prior to the Termination Date; and

WHEREAS, the Lenders and the Issuer are willing, on the terms and subject to the conditions hereinafter set forth, to extend the Loan Commitments and make Loans to the Borrower and issue (or participate in) Letters of Credit;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafter referred to, the Borrower, the Administrative Agent, the Collateral Agent, the Issuer and the Lenders agree to amend and restate in their entirety the Existing Credit Agreement and hereto agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING MATTERS

Section 1.01 Terms Defined Above.  As used in this Agreement, each term defined above has the meaning indicated above.

Section 1.02 Certain Defined Terms.  As used in this Agreement, the following terms have the meanings specified below:

“2019 Warrant” means the warrant exercisable for Junior Securities issued to the holder of the Class C Preferred Units on August 2, 2019 and any future warrants exercisable for Junior Securities issued pursuant to the 2019 Warrant.

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a fluctuating rate determined by reference to the Alternate Base Rate.

“Acceptable Security Interest” in any Property means a Lien which (a) exists in favor of the Collateral Agent for the benefit of the Administrative Agent, the Issuer, the Lenders, and any Swap Counterparty, (b) is superior to all Liens or rights of any other Person in the Property encumbered thereby, other than Excepted Liens, (c) secures the Obligations, and (d) is perfected and enforceable, subject to general principles of equity and the rights of debtors under applicable Debtor Relief Laws.

“Act” has the meaning assigned to such term in Section 12.16.

“Additional Lender” has the meaning assigned to such term in Section 2.06(c).

“Additional Lender Agreement” has the meaning assigned to such term in Section 2.06(c).

“Adjusted EBITDA” means, for any period, the sum of Consolidated Net Income for such period plus (minus) the following expenses or charges to the extent deducted from Consolidated Net Income in such period: Interest Expense, depreciation, depletion, amortization, exploration expenses, write off of deferred financing fees, impairment of long-lived assets, (gain) loss on sale of assets, (gain) loss from equity investment, accretion of asset retirement obligation, unrealized (gain) loss on oil, natural gas and natural gas liquids derivatives and realized (gain) loss on cancelled oil, natural gas and natural gas liquids derivatives, and other similar charges; provided,  however, that if the Borrower , any Consolidated Subsidiary shall acquire or dispose of

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(whether in one or a series of related transactions) any Oil and Gas Property during such period having an aggregate fair market value in excess of $5,000,000 or any Midstream Properties having, individually or in the aggregate, a Midstream Attributed Value in excess of five percent (5%) of the then effective Midstream Component since the last recalculation pursuant to Section 2.07(h)(ia), then Adjusted EBITDA shall be calculated after giving pro forma effect to such acquisition or disposition, as if such acquisition or disposition had occurred on the first day of such period.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Advance” means any advance hereunder of monies by a Lender to the Borrower as part of a Borrowing and refers to an ABR Loan or a Eurodollar Loan.

“Affected Lender” has the meaning assigned to such term in Section 5.06.

“Affected Loans” has the meaning assigned to such term in Section 5.05.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agents” means each of the Administrative Agent, the Collateral Agent, any Person identified as a “Co-Syndication Agent,” any Person identified as a “Co-Documentation Agent” or any combination of them as the context requires and also includes any Person identified as “Lead Arranger” or “Bookrunner.”

“Aggregate Maximum Credit Amount” means $500,000,000, as the same may be reduced or terminated pursuant to Section 2.06, or otherwise modified in accordance with this Agreement.Term Loan Commitment Amount” means, as of any date of determination, an amount equal to the sum of all of the Lenders’ Term Loan Commitments.  The Aggregate Term Loan Commitment Amount on the Ninth Amendment Effective Date is $155,000,000.

“Agreement” means this Third Amended and Restated Credit Agreement, as the same may from time to time be amended, restated, amended and restated, supplemented or otherwise modified.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Base Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for a one month interest period in effect on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that in no event shall the Alternate Base Rate be less than 0% per annum.  Any change in the Alternate Base Rate due to a change in the Base Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective day of such change in the Base Rate, the Federal Funds Effective Rate and the Adjusted LIBO Rate, respectively.

“Applicable Margin” means, for any day and with respect to (a) all Loans maintained as Eurodollar Loans or ABR Loans or (b) Commitment Fee Rate, the applicable percentage set forth

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below corresponding to the Borrowing Base Utilization Percentage: ratio of Maximum Total Net Debt to Adjusted EBITDA (as calculated in Section 9.01(b)) on such date:

Borrowing Base Utilization PercentageMaximum Total Net Debt to Adjusted EBITDA	Eurodollar Loan	ABR Loan	Commitment Fee Rate
> 90% > 75% < 90%	3.25% 3.00%	2.25% 2.00%	0.500% 0.500%
> 50% < 75%	2.75%	1.75%	0.500%
> 25% <  50% < 25%1.75:1.00	2.50% 2.25%	1.50% 1.25%	0.500% 0.500%
> 1.75:1.00	3.00%	2.00%	0.500%

Each change in the Applicable Margin as a result of a change in the Borrower’s ratio of Maximum Total Net Debt to Adjusted EBITDA (as calculated in Section 9.01(b))  shall apply during the period commencing on the effective date ofdate the Borrower delivers the applicable compliance certificate pursuant to Section 8.01(c) reflecting such change and ending on the date immediately preceding the effective date of the next such change in the Borrower’s ratio of Maximum Total Net Debt to Adjusted EBITDA (as calculated in Section 9.01(b)), provided, however, that if at any time the Borrower fails to deliver a Reserve Reportcompliance certificate pursuant to Section 2.07,8.01(c), then the “Applicable Margin” shall meanmeans the rate per annum set forth on the grid when the Borrowing Base Utilization Percentageratio of Maximum Total Net Debt to Adjusted EBITDA is at its highest level.  If for any reason, based upon incorrect or inaccurate information provided to the Administrative Agent or the Lenders by the Borrower, it is determined that a higher Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively, and the Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, promptly on demand therefor, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid.

 “Applicable Percentage” means, (i) with respect to any Revolving Lender at any time, the percentage of the Elected CommitmentMaximum Revolving Credit Amount represented by such Lender’s Commitment Amount at such timeRevolving Lender’s Revolving Loan Commitment, and (ii) with respect to any Term Lender (x) on the Ninth Amendment Effective Date, the percentage of the Aggregate Term Loan Commitment Amount represented by such Term Lender’s Term Loan Commitment Amount and (y) at any time after the Ninth Amendment Effective Date, the percentage of the aggregate principal amount of all outstanding Term Loans represented by the principal amount of such Term Lender’s outstanding Term Loans.  The initial Applicable Percentages of the Revolving Lenders on the Ninth Amendment Effective Date are set forth on Annex I and the Applicable Percentage of the Term Lenders on the Ninth Amendment Effective Date is set forth on Annex II.

“Approved Counterparty” means (a) any Lender or any Affiliate of a Lender, (b) any other Person whose long term senior unsecured debt rating is A by S&P or A2 by Xxxxx’x (or their

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equivalent) or higher, and (c) any other Person approved by the Administrative Agent in its sole and absolute discretion.

“Approved Engineer” means Netherland, Xxxxxx and Associates, Inc., Xxxxx Xxxxx Company, L.P., or any other independent petroleum engineer satisfactory to the Administrative Agent in its sole and absolute discretion.

“Approved Fund” means any Person (other than a natural Person) that (a) is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, and (b) is administered or managed by a Lender, an Affiliate of a Lender or a Person or an Affiliate of a Person that administers or manages a Lender.

“Arranger” means RBC Capital Markets in its capacity as sole lead arranger and bookrunner hereunder.

“Assignment Agreement” has the meaning ascribed thereto in the Recitals.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 12.04(b)), and accepted by the Administrative Agent, in the form of Exhibit D or any other form approved by the Administrative Agent.

“Availability Period” means the period from and including the ClosingNinth Amendment Effective Date to but excluding the Termination Date.

“Available Cash” means, with respect to any fiscal quarter ending prior to the Termination Date:

(a) the sum of (i) all cash and Cash Equivalents of the Borrower on hand at the end of such fiscal quarter; and (ii) all additional cash and Cash Equivalents of the Borrower on hand on the date of determination of Available Cash with respect to such fiscal quarter resulting from working capital borrowings made prior to the end of such fiscal quarter, less

(b) the amount of any cash reserves established by the board of directors  or equivalent governing body of the General Partner for the Borrower to (i) provide for the proper conduct of the business of the Borrower (including reserves for future maintenance capital expenditures including drilling and for anticipated future credit needs of the Borrower), (ii) comply with Governmental Requirements or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which the Borrower or a Consolidated Subsidiary is a party or by which it is bound or its assets are subject or (iii) provide funds for distributions with respect to any one or more of the next four fiscal quarters.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

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“Base Rate” means, at any time, the rate of interest then most recently established by the Administrative Agent in New York or such other office as the Administrative Agent shall designate in writing, as its base rate for dollars loaned in the United States.  The Base Rate is not necessarily intended to be the lowest rate of interest determined by the Administrative Agent in connection with extensions of credit.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“BHC Act Affiliate” means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America or any successor Governmental Authority.

“Borrowing” means Loans made or continued on the same date and, with respect to Eurodollar Loans, as to which a single Interest Period is in effecta Revolving Loan Borrowing or Term Loan Borrowing, as applicable.

“Borrowing Base” means, at any time, an amount equal to the sum of the RBL Component and the Midstream ComponentMidstream Adjusted EBITDA for the most recently ended period of four fiscal quarters for which a compliance certificate has been provided pursuant to Section 8.01(c), multiplied by the Midstream Multiplier.

“Borrowing Base Deficiency” means the aggregate outstanding amount, if any, by which the sum of the Revolving Credit Exposure and the aggregate outstanding principal amount of the Term Loans exceeds the Loan Limit.“Borrowing Base Utilization Percentage” means, as of any day, the fraction expressed as a percentage, the numerator of which is the Revolving Credit Exposure on such day, and the denominator of which is the lesser of the Elected Commitment Amount and the Borrowing Base in effect on such dayBorrowing Base.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Houston, Texas are authorized or required by law to remain closed; and if such day relates to a Borrowing or continuation of, a payment or prepayment of principal of or interest on, or the Interest Period for a Eurodollar Loan or a notice by the Borrower with respect to any such Borrowing or continuation, payment, prepayment, or Interest Period, any day which is also a day on which dealings in dollar deposits are carried out in the London interbank market.

“Capital Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, recorded as capital leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder.

“Xxxxxxx Gathering Agreement” means that certain Firm Gas Gathering Agreement by and among SN, SN Catarina and TPL SouthTex Processing Company dated as of October 2, 2015.

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“Xxxxxxx Services Agreement” means that certain Services and Secondment Agreement between Xxxxxxx Gathering LLC, as owner, and TPL SouthTex Processing Company, as service provider, dated as of June 23, 2016.

“Xxxxxxx Transportation Services Agreement” means that certain Amended and Restated Transportation Services Agreement between Xxxxxxx Gathering LLC, as owner, and TPL SouthTex Processing Company LP, as shipper, dated as of June 23, 2016.

“Cash Collateral Account” has the meaning assigned to such term in Section 2.08(j).

“Cash Collateralize” means, with respect to a Letter of Credit, the deposit of immediately available funds into a cash collateral account maintained with (or on behalf of) the Administrative Agent on terms reasonably satisfactory to the Administrative Agent.

“Cash Equivalent” means, at any time:

(a) any direct obligation of (or unconditionally guaranteed by) the United States or a State thereof (or any agency or political subdivision thereof, to the extent such obligations are supported by the full faith and credit of the United States or a State thereof) maturing not more than one year after such time;

(b) commercial paper maturing not more than 270 days from the date of issue, that is issued by (i) a corporation (other than an Affiliate of any Obligor) organized under the laws of any State of the United States or of the District of Columbia, and rated A1 or higher by S&P or P1 or higher by Xxxxx’x or (ii) any Lender (or its holding company);

(c) any certificate of deposit, time deposit or bankers acceptance, maturing not more than one year after its date of issuance, that is issued by (i) any bank or trust company organized under the laws of the United States (or any State thereof), and that has (A) a short term deposit rating of A2 or higher from Xxxxx’x or A or higher from S&P and (B) a combined capital and surplus greater than $500,000,000, or (ii) any Lender;

(d) shares of money market mutual or similar funds which invest primarily in assets satisfying the requirements of clauses (a) through (c) of this definition; or

(e) money market funds that (i) purport to comply generally with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P or Aaa by Xxxxx’x or carrying an equivalent rating by a national recognized rating agency, and (iii) have portfolio assets of at least $5,000,000,000.

“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any Property of the Borrower or any of its Subsidiaries having a fair market value in excess of $100,000 in the aggregate for any calendar year.

“Catarina Gathering Agreement”  shall meanmeans that certain Firm Gathering and Processing Agreement dated as of October 14, 2015, between SN Catarina, LLC, as producer, and Catarina Midstream, LLC, as gatherer, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

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“Catarina Minimum Quantity”  shall meanmeans 142,000 mcf per day multiplied by the number of days in the applicable quarter.

“Catarina PSA” has the meaning assigned to such term in the Recitals.

“Change in Control” means any one or more of the following events shall occur: (a) the General Partner shall cease to be the sole general partner of the Borrower, or (b) the Permitted Holders, collectively, shall cease to own, directly or indirectly, more than 50% of the Equity Interests of the General Partner or shall cease to Control, directly or indirectly, the General Partner.

“Change in Law”  meansthe occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, treaty or regulation after the date of this Agreementor treaty, (b) any change in any law, rule, treaty or regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuer (or, for purposes of Section 5.01(b), by any lending office of such Lender or by such Lender’s or the Issuer’s holding company, if any) withor (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) ofby any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (ix) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (iiy) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory PracticesSupervision (or any successor or similar authority) or the United States financialor foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued.

“Class C Preferred PIK Unit” means a Class C Preferred Unit issued in lieu of a partial or full cash payment of the required quarterly distribution on the Class C Preferred Units as permitted by Section 5.9(b) of the Partnership Agreement.

 “Class C Preferred Unit” means a Class C Preferred Unit representing limited partner interests in the Borrower, including any Class C Preferred PIK Units.

“Closing Date” means the date of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

“Collateral”  shall meanmeans the Collateral as defined in the Pledge and Security Agreement, and the Mortgaged Property.

“Collateral Agent”  means Royal Bank of Canada, as collateral agent, under the Security Instruments (together with any successor(s) and assign(s) thereto)has the meaning assigned to such term in the Preamble.  

“Commitment Amount” means, (i) as to each Revolving Lender at any time, the aggregate amount of the Revolving Loan Commitment of such Revolving Lender set forth opposite such Revolving Lender’s name on Annex I attached hereto under the caption “Revolving Loan Commitment Amount”, as the same (as any such Revolving Loan Commitment may be (a) increased, reduced or terminated from time to time pursuant to Section 2.06 or (b) modified from

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time to time pursuant to any assignment permitted by Section 12.04(b)), and (ii) as to each Term Lender on the Ninth Amendment Effective Date, the amount of the Term Loan Commitment of such Term Lender set forth opposite such Term Lender’s name on Annex II attached hereto under the caption “Term Loan Commitment Amount”.

“Commitment Fee” has the meaning assigned to such term in Section 3.04(a).

“Commitment Fee Rate” means the rate per annum determined from time to time based on the percentage reflected in the definition of Applicable Margin.

“Commitment Increase Agreement” has the meaning assigned to such term in Section 2.06(c).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Common Unit” means a common unit representing limited partner interests in the Borrower.

“Consolidated Net Income” means with respect to the Borrower and the Consolidated Subsidiaries, for any period, the aggregate of the net income (or loss) of the Borrower and the Consolidated Subsidiaries after allowances for taxes for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein) the following (all determined in accordance with GAAP): (a) the net income of any Person in which the Borrower or a Consolidated Subsidiary has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of the Borrower and the Consolidated Subsidiaries), except to the extent of the amount of dividends or distributions actually paid in cash during such period by such other Person to the Borrower or to a Consolidated Subsidiary, as the case may be; (b) the net income (but not loss) during such period of any Consolidated Subsidiary to the extent that the declaration or payment of dividends or similar distributions or transfers or loans by that Consolidated Subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or Governmental Requirement applicable to such Consolidated Subsidiary or is otherwise restricted or prohibited; (c) the net income (or loss) of any Person acquired in a pooling-of-interests transaction for any period prior to the date of such transaction; (d) any extraordinary gains or losses during such period; (e) non-cash gains, losses or adjustments under Accounting Standards Codification 815 as a result of changes in the fair market value of derivatives; (f) any gains or losses attributable to writeups or writedowns of assets, including ceiling test writedowns; and (g) non-cash share-based payments under Accounting Standards Codification 718.

“Consolidated Subsidiaries” means each Subsidiary of the Borrower (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Borrower in accordance with GAAP.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

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“Covered Entity” means any of the following:

(a)  a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(b)  a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(c)  a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” shall have the meaning provided in Section 12.20.

“Current Ratio” means, as of any time of determination, the ratio of:

(a) consolidated current assets of the Borrower and its Consolidated Subsidiaries but including any unused availability under this Agreement and excluding therefrom any current non-cash asset (including in respect of Swap Transactions) described in or calculated pursuant to the requirements of Accounting Standards Codification 815 or 410, each as amended (provided that, for the avoidance of doubt, the calculation of consolidated current assets shall include any current assets in respect of the termination of any Swap Transaction)

to

(b) consolidated current liabilities of the Borrower and its Consolidated Subsidiaries but excluding therefrom any current maturities of Debt (to the extent such payments are not past due) and current non-cash liabilities (including in respect of Swap Transactions) described in or calculated pursuant to the requirements of Accounting Standards Codification 815 or 410, each as amended (provided that, for the avoidance of doubt, the calculation of consolidated current liabilities shall include any current liabilities in respect of the termination of any Swap Transaction).

“Debt” means, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed money or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of such Person (whether contingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments; (c) all accounts payable, accrued expenses, liabilities or other obligations of such Person, in each such case to pay the deferred purchase price of Property or services; (d) all obligations under Capital Leases; (e) all obligations under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Debt is assumed by such Person (but, to the extent such obligations or liabilities are limited in recourse to the Obligors, the amount of such liabilities or obligations constituting Debt shall be limited to the lesser of the fair market value of such property and the amount of the obligations or liabilities assumed); (g) all Debt (as defined in the other clauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance against loss; (h) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or covenants of others or to purchase

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the Debt or Property of others, in each case, intended as a means of credit enhancement for creditors of such others and not as a purchase and sale agreement; (i) obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more advance payments, other than gas balancing arrangements in the ordinary course of business; (j) obligations to pay for goods or services whether or not such goods or services are actually received or utilized by such Person; (k) any Debt of a partnership for which such Person is liable either by agreement, by operation of law or by a Governmental Requirement but only to the extent of such liability; (l) Disqualified Capital Stock; and (m) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment; provided however, that Debt shall exclude (i) all Swap Obligations and guarantees in respect thereof and (ii, (ii) Class C Preferred Units, including any Class C Preferred PIK Units and Interest Expense related thereto and (iii) for purposes of calculating Total Net Debt, accounts payable and other accrued liabilities (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business with respect to which no more than 90 days have elapsed since the date of invoice or that are being contested in good faith by appropriate action and for which adequate reserves are maintained in accordance with GAAP and other obligations to pay for goods or services whether or not such goods or services are actually received or utilized by such Person.  The Debt of any Person shall include all obligations of such Person of the character described above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included as a liability of such Person under GAAP.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (including, to the extent applicable, the rights and remedies of creditors of a “financial company” as such term is defined in Section 201 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act) or providing for the relief of debtors.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Right” shall have the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender”  means, subject to Section 2.10(g), any Lender that (a) has failed to (i) fund all or any portion of its Loans within three Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuer, or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within three Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent,

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together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (d) has, or has a direct or indirect parent companyParent Company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interestEquity Interest in that Lender or any direct or indirect parent companyParent Company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender, or (e) has become the subject of a Bail-In Action; provided, further, that the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator with respect to a Lender or a direct or indirect parent companyParent Company of a Lender under the Dutch Financial Supervision Act 2007 (as amended from time to time and including any successor legislation) shall not be deemed to result in an event described in (d) hereof.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.10(g)) upon delivery of written notice of such determination to the Borrower, the Issuer, and each Lender.

“Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (that would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (that would not constitute Disqualified Capital Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the earlier of (a) the Maturity Date and (b) the date on which there are no Loans, Letter of Credit Exposure or other obligations hereunder outstanding and all of the Loan Commitments are terminated.

“dollars” or “$” refers to lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States of America or any state thereof or the District of Columbia.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA

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Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Elected Commitment Amount” means the aggregate amount of the Lenders’ Commitment Amounts, as the same may be increased, reduced or terminated from time to time pursuant to Section 2.06, or otherwise modified in accordance with this Agreement.

“Elected Commitment Amount Increase Notice” means a notice from the Administrative Agent to the Lenders and the Borrower that an increase in the Elected Commitment Amount has become effective in accordance with Section 2.06.

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; or (d) any other Person (other than a natural Person, the Borrower, a Defaulting Lender, any Affiliate of the Borrower or any other Person taking direction from, or working in concert with, the Borrower or any of the Borrower’s Affiliates) approved by the Administrative Agent and the Issuer (such approvals not to be unreasonably withheld).

“Environmental Laws” means any and all applicable Governmental Requirements pertaining in any way to health, safety, the environment or the preservation or reclamation of natural resources, in effect in any and all jurisdictions in which the Borrower or any of its Subsidiaries is conducting or at any time has conducted business, or where any Property of the Borrower or any of its Subsidiaries is located, including without limitation, the Oil Pollution Act of 1990 (“OPA”), as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 (“CERCLA”), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 (“RCRA”), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, and other environmental conservation or protection Governmental Requirements.  The term “oil” shall have the meaning specified in OPA, the terms “hazardous substance” and “release” (or “threatened release”) have the meanings specified in CERCLA and the terms “solid waste” and “disposal” (or “disposed”) have the meanings specified in RCRA and the term “oil and gas waste” shall have the meaning specified in Section 91.1011 of the Texas Natural Resources Code (“Section 91.1011”); provided, however, that (a) in the event either OPA, CERCLA, RCRA or Section 91.1011 is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment and (b) to the extent the laws of the state or other jurisdiction in which any Property of the Borrower or any of its Subsidiaries is located establish a meaning for “oil,” “hazardous substance,” “release,” “solid waste,” “disposal” or “oil and gas waste”

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which is broader than that specified in either OPA, CERCLA, RCRA or Section 91.1011, such broader meaning shall apply with respect to Property located in such state or other jurisdiction.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate a Pension Plan under Section 4041(c) of ERISA, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate; or (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning assigned to such term in Section 10.01.

“Excepted Liens”  shall meanmeans: (a) Liens for taxes, assessments or other governmental charges or levies (x) not yet due or (y) that are being contested in good faith by appropriate action and for which adequate reserves have been maintained; (b) Liens in connection with workmen’s compensation, unemployment insurance or other social security, old age pension or public liability obligations not yet due or that are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, workmen’s, materialmen’s, construction or other like Liens arising by operation of law in the ordinary course of business or incident to the exploration, development, operation and maintenance of Oil and Gas Properties or statutory landlord’s liens, each of which is in respect of obligations that are not

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delinquent or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP; (d) contractual Liens that arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and are for claims that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, provided that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any of its Subsidiaries or materially impair the value of such Property subject thereto; (e) encumbrances (other than to secure the payment of borrowed money or the deferred purchase price of Property or services), easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any rights of way or other Property of the Borrower or any of its Subsidiaries for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, and defects, irregularities, zoning restrictions and deficiencies in title of any rights of way or other Property that in the aggregate do not materially impair the use of such rights of way or other Property for the purposes of which such rights of way and other Property are held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto; (f) deposits of cash or Cash Equivalents to secure the performance of bids, tenders, trade contracts, leases, statutory obligations and other obligations of a like nature incurred in the ordinary course of business (all of the foregoing other than for Debt) or to secure obligations on surety or appeal bonds; (g) Liens permitted by the Security Instruments; (h) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution, provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by the Borrower or any of its Subsidiaries to provide collateral to the depository institution; (i) judgment and attachment Liens not giving rise to an Event of Default; (j) Liens comprised of UCC financing statement filings regarding operating leases covering only the Property leased thereunder, and (k) with respect to any Joint Venture, customary liens set forth in the organizational documents of such Joint Venture, and customary transfer restrictions set forth therein or arising under applicable laws.

“Excess Cash” has the meaning assigned to such term in Section 3.03(c)(iv).

“Excluded Cash” means the aggregate amount of cash and Cash Equivalents permitted to be paid by the Borrower or its Subsidiaries in accordance with the Credit Agreement and the other Loan Documents for which the Borrower or such Subsidiary reasonably expects to use within five (5) Business Days from the date of such determination.

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“Excluded Hedge Obligation” means, with respect to any Obligor, any Swap Obligation if and to the extent that all or a portion of such Swap Obligation or the guarantee of such Obligor of, or the grant by such Obligor of a security interest or other Lien to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Obligor’s failure for any reason to constitute a Qualified ECP Obligor at the time such Obligor’s guarantee or such Obligor’s grant of such security interest  or other Lien becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee obligation or other liability or security interest or other Lien is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or commitment (other than pursuant to an assignment request by the Borrower under Section 5.06) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 5.03, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 5.03(f) or (g), and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Agent”  shall meanmeans Société Générale, as administrative agent for the Existing Lenders under the Existing Credit Agreement.

“Existing Credit Agreement” shall have the meaning assigned to such term in the Recitals.

“Existing Lenders”  shall meanmeans the “Lenders” under and as defined in the Existing Credit Agreement.

“Existing Loans”  shall meanmeans the “Loans” under and as defined in the Existing Credit Agreement.

“Existing Obligations”  shall meanmeans the “Obligations” under and as defined in the Existing Credit Agreement outstanding on the Closing Date.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreements related to or implementing the foregoing, or laws or

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regulations implementing such agreements, including any successor provisions, subsequent amendments, and administrative guidance promulgated thereunder (or which may be promulgated thereunder in the future).

“Federal Funds Effective Rate” means, for any day, a fluctuating interest rate per annum equal to:

(a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York; or

(b) if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” means that certain Fee Letter dated as of July 15, 2015, among the Borrower and the Administrative Agent, and that certain Fee Letter dated as of November 12, 2019, among the Borrower and the Administrative Agent.

“Financial Officer” means, for any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person.  Unless otherwise specified, all references to a Financial Officer shall meanmeans a Financial Officer of the General Partner, on behalf of the Borrower.

“Financial Statements” means the audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 20142018, and the related consolidated statement of income, members’ equity and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on such date.

“Flood Insurance Laws” means, to the extent applicable to any Obligor, Secured Party or Collateral, the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994, the Xxxxxxx-Xxxxxx Flood Insurance Reform Act of 2012 and the regulations issued in connection therewith by the Office of the Controller of the Currency, the Federal Reserve Board and other Governmental Authorities, each as it may be amended, reformed or otherwise modified from time to time.

“Foreign Lender” means any Lender that is not a U.S. Person.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time subject to the terms and conditions set forth in Section 1.04.

“General Partner” means Xxxxxxx Midstream Partners GP LLC, a Delaware limited liability company.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to

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government over the Borrower or any of its Subsidiaries, any of their Properties, any Agent, the Issuer or any Lender.

“Governmental Requirement” means any applicable law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement, whether now or hereinafter in effect, including, without limitation, Environmental Laws, energy regulations and occupational, safety and health standards or controls, of any Governmental Authority.

“Guarantee Agreement” means each agreement executed by the Guarantors in a form acceptable to the Administrative Agent and Lenders, as the same may be amended, modified or supplemented from time to time.

“Guarantors” means CEP Mid-Continent LLC, a Delaware limited liability company, Northeast Shelf Energy, L.L.C., an Oklahoma limited liability company, Mid-Continent Oilfield Supply, L.L.C., an Oklahoma limited liability company, SEP Holdings IV, LLC, a Delaware limited liability company, Catarina Midstream, LLC, a Delaware limited liability company, Seco Pipeline, LLC, a Delaware limited liability company and any additional Guarantors pursuant to Section 8.13.

“Highest Lawful Rate” means, with respect to each Lender, the maximum nonusurious interest rate, if any (or, if the context so requires, an amount calculated at such rate), that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Notes or on other Obligations under laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable federal laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than Governmental Requirements allow as of the date hereof.

“Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature.

“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons, coal bed gas and occluded natural gas and all products refined or separated therefrom.

“Impacted Lender” means, at any time, a Lender (a) as to which the Administrative Agent or the Issuer has in good faith determined and notified the Borrower and, in the case of the Issuer, the Administrative Agent that such Lender or its Parent Company or a Subsidiary thereof has notified the Administrative Agent, or has stated publicly, that it will not comply with its funding obligations under any other loan agreement or credit agreement or other similar agreement or (b) that has, or whose Parent Company has, a non-investment grade rating from Xxxxx’x (below Baa3) or S&P (below BBB-) or another nationally recognized rating agency.  Any determination that a Lender is an Impacted Lender under clause (a) above will be made by the Administrative Agent or the Issuer, as the case may be, in its sole discretion acting in good faith.  The Administrative Agent will promptly send to all parties hereto a copy of any notice to the Borrower provided for in this definition.

“Increasing Lender” has the meaning assigned to such term in Section 2.06(c)

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“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Obligor under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Initial Reserve Report” means (i) the reserve report concerning Oil and Gas Properties of the Borrower and its Subsidiaries, prepared by Netherland, Xxxxxx and Associates, Inc., effective as of December 31, 2014, and (ii) the Palmetto Reserve Report.

“Interest Election Request” means a request by the Borrower to continue a Borrowing in accordance with Section 2.04.

“Interest Expense” means, for any period, the sum (determined without duplication) of the aggregate gross interest expense of the Borrower and the Consolidated Subsidiaries for such period, including (a) to the extent included in interest expense under GAAP: (i) amortization of debt discount, (ii) capitalized interest and (iii) the portion of any payments or accruals under Capital Leases allocable to interest expense, plus the portion of any payments or accruals under Synthetic Leases allocable to interest expense whether or not the same constitutes interest expense under GAAP and (b) cash dividend payments by the Borrower in respect of any Disqualified Capital Stock; but excluding (w) non-cash gains, losses or adjustments under Accounting Standards Codification 815 as a result of changes in the fair market value of derivatives, (x) the portion of any quarterly distributions required to be paid by the Borrower in Class C Preferred PIK Units pursuant to the Partnership Agreement, (y) the non-cash accretion of the discount on the Class C Preferred Units and (z) the non-cash change in fair value of the 2019 Warrant, including, for each of (x)-(z), any accruals related thereto allocable to interest expense whether or not the same constitutes interest expense under GAAP.

“Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter, as the Borrower may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period pertaining to a Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interim RBL Component Redetermination” has the meaning assigned to such term in Section 2.07(c).

“Interim RBL Component Redetermination Date” means the date on which a RBL Component that has been redetermined pursuant to an Interim RBL Component Redetermination becomes effective as provided in Section 2.07(c).

“Investment” means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including, without limitation, any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such short sale); (b) the

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making of any deposit for the purpose of acquisition of Equity Interests in or Debt of, or advance, loan or capital contribution to, assumption of Debt of, purchase or other acquisition of any other Debt or equity participation or interest in, or other extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or extension of credit having a term not exceeding ninety (90) days representing the purchase price of inventory, equipment, or supplies sold by such Person in the ordinary course of business); (c) the purchase or acquisition (in one or a series of transactions) of Property of another Person that constitutes a business unit or (d) the entering into of any guarantee of, or other contingent obligation (including the deposit of any Equity Interests to be sold) with respect to, Debt or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person.

“Issuer” means Royal Bank of Canada, in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.08(i).  

“Joint Venture” means, as to any Person, any other Person (a) in which such Person owns fifty percent (50%) or less of an interest in the profits or capital of such other Person or lacks sufficient Equity Interests or other voting ownership interest to enable such Person ordinarily to elect a majority of the directors of such other Person and (b) the business purpose of which is to engage in Midstream Activities by acquiring or constructing, and thereafter owning and operating, Midstream Properties that are related by project type or class, geography or other similar characteristics, of the same type conducted by the Borrower or a Subsidiary.  The definition of “Joint Venture” shall include Xxxxxxx GatheringG&P, LLC.

“Lenders” means the Persons listed on Annex I, and any Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.Junior Securities” means any class or series of equity interest in the Borrower (excluding any options, rights, warrants and appreciation rights relating to an equity interest in the Borrower) that, with respect to distributions on such equity interests of cash or property and distribution upon liquidation of the Borrower (taking into account the intended effects of the allocation of gains and losses provided in the Partnership Agreement), ranks junior to the Class C Preferred Units, including, but not limited to, Common Units.

“Lender” means, as the context may require, any Revolving Lender or Term Lender, and “Lenders” means, collectively, the Revolving Lenders and the Term Lenders.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement.

“Letter of Credit Agreements” means all letter of credit applications and other agreements (including any amendments, modifications or supplements thereto) submitted by the Borrower, or entered into by the Borrower, with the Issuer relating to any Letter of Credit issued by such Issuer.

“Letter of Credit Commitment” at any time means an amount equal to the lesserleast of Fifteen(a) Two Million Five Hundred Thousand Dollars ($15,000,000) or the2,500,000), (b) the Maximum Revolving Credit Amount, and (c) the Revolving Loan Limit.

“Letter of Credit Disbursement” means a payment made by the Issuer pursuant to a Letter of Credit issued by the Issuer.

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“Letter of Credit Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all unpaid and outstanding Reimbursement Obligations.  The Letter of Credit Exposure of any Lender at any time shall be its Applicable Percentage of the total Letter of Credit Exposure at such time.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period the greater of (a) zero percent (0%) per annum and (b) the ICE Benchmark Administration LIBO rate appearing on Reuters Libor Rates LIBOR01 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period.  In the event that such rate is not available at such time for any reason, then the LIBO Rate with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that in no event shall the LIBO Rate be less than zero percent (0%) per annum.

“Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a financing lease, consignment or bailment for security purposes or (b) production payments and the like payable out of Oil and Gas Properties.  The term “Lien” shall include easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations.

“Loan Commitment” means, (i) with respect to each Revolving Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit hereunder, as such commitment may be (a) modified from time to time pursuant to SectionsSection 2.06, (b) modified from time to time pursuant to assignments by or to such Lender pursuant to Section 12.04(b) or (c) otherwise modified in accordance with this Agreement, and (ii) with respect to each Term Lender, the commitment of such Lender to make Term Loans on the Ninth Amendment Effective Date.

“Loan Documents” means the Fee Letter, this Agreement, the Notes, the Assignment Agreement, the Letter of Credit ArrangementsAgreements, the Letters of Credit and the Security Instruments.

“Loan Limit” means for all Lenders the least of (i) the Aggregate Maximum Credit Amount, (ii) the Borrowing Base and (iii) the Elected Commitment Amount, and for any Lender the least of (x) its Applicable Percentage of the Aggregate Maximum Credit Amount, (y) its Applicable Percentage of the Borrowing Base and (z) its Commitment Amount.

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“Loans” means the loans, as the context may require, Revolving Loans or Term Loans made by the Lenders to the Borrower pursuant to this Agreement.

“Majority Lenders” means, at any time while no Loans or Letter of Credit Exposure is outstanding, Lenders having greaterholding more than fifty percent (50%) of the Elected Commitment Amount; and at any time while any Loans or Letter of Credit Exposure is outstanding, Lenders holding greatersum of the Revolving Loan Commitments and the outstanding principal amount of the Term Loans taken as a whole; provided that if the Revolving Loan Commitments have been terminated, the Majority Lenders shall comprise Lenders holding more than fifty percent (50%) of the sum of the outstanding aggregate principal amount of the Loans or participation interests in Letters of Credit (Revolving Credit Exposure and the outstanding principal amount of the Term Loans, taken as a whole (in any case, without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)).

“Material Adverse Effect” means a material adverse change in, or material adverse effect on (a) the business, operations, Property, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower and the Guarantors taken as a whole, (b) the ability of the Borrower, any of its Subsidiaries or any Guarantor to perform any of its obligations under any Loan Document to which it is a party, (c) the validity or enforceability of any Loan Document or (d) the rights and remedies of or benefits available to the Administrative Agent, any other Agent, the Issuer or any Lender under any Loan Document.

“Material Domestic Subsidiary” means, as of any date, any Domestic Subsidiary that (a) is a Wholly-Owned Subsidiary and (b) together with its Subsidiaries, owns Property having a fair market value of $1,000,000 or more.

“Material Indebtedness” means Debt (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Transactions, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $2,500,000.  For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any of its Subsidiaries in respect of Swap Transactions with a particular counterparty at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Transactions were terminated at such time.

“Material Swap Transactions” has the meaning assigned to such term in Section 8.01(j).

“Maturity Date” means March 31, 2020.September 30, 2021.

“MidCon Assets” means all or substantially all of the Oil and Gas Properties of the Borrower and its Subsidiaries located in the States of Oklahoma and Kansas.Maximum Revolving Credit Amount” means, as of any date of determination, an amount equal to the sum of all of the Revolving Loan Commitments, as the same may be reduced or terminated pursuant to Section 2.06(b), or otherwise modified in accordance with this Agreement.  The Maximum Revolving Credit Amount on the Ninth Amendment Effective Date is $20,000,000.

“Midstream Activities”  means with respect to any Person, collectively, (i) gathering, compressing, treating, processing and transporting natural gas, crude, condensate and natural gas liquids, (ii) fractionating and transporting natural gas, crude, condensate and natural gas liquids, (iii) marketing natural gas, crude, condensate and natural gas liquids, and (iv) water distribution, supply, treatment and disposal services, and all other similar activities.

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“Midstream Adjusted EBITDA” means the portion of Adjusted EBITDA attributable to the Midstream Properties of the Borrower and its Consolidated Subsidiaries for the most recently ended Rolling Period as reflected in the business segment financial reports prepared by the Borrower and delivered to the Administrative Agent pursuant to the terms of Sections 8.01(a) and 8.01(b);  provided that, (i) Midstream Adjusted EBITDA for the Rolling Period ending December 31, 2015, shall equal Midstream Adjusted EBITDA for the fiscal quarter ending December 31, 2015 multiplied by four (4), (ii) Midstream Adjusted EBITDA for the Rolling Period ending March 31, 2016, shall equal Midstream Adjusted EBITDA for the two fiscal quarter periods ending March 31, 2016 multiplied by two (2) and (iii) Midstream Adjusted EBITDA for the Rolling Period ending June 30, 2016, shall equal Adjusted EBITDA for the three fiscal quarter periods ending June 30, 2016 multiplied by four-thirds (4/3).  For purposes of calculating the Midstream Adjusted EBITDA, the general and administrative expenses will be allocated to the Midstream Properties in proportion to the calculated Adjusted EBITDA by business segment prior to deduction of general and administrative expenses.

For purposes of computing Midstream Adjusted EBITDA for any period, so long as no Trigger Event has occurred and is continuing, Adjusted EBITDA shall be increased by the aggregate amount of dividends or distributions actually received in cash during such period by the Borrower or any Consolidated Subsidiaries from any Joint Venture for which the Borrower has delivered to the Administrative Agent the financial statements thereof in accordance with Section 8.01(r), provided that the aggregate amount attributable to such dividends or distributions actually received from such Joint Venture shall not exceed twenty percent (20%) of the Midstream Adjusted EBITDA (as increased by such dividends or distributions received from such Joint Venture) of the Borrower and its Consolidated Subsidiaries for such period.

“Midstream Attributed Value” means for any Midstream Properties, the Midstream Adjusted EBITDA for such Midstream Properties multiplied by the applicable Midstream Multiplier.

“Midstream Component” means the Midstream Adjusted EBITDA for the most recently ended Rolling Period multiplied by the applicable Midstream Multiplier.

“Midstream Multiplier”  means (i) from the Second Amendment Effective Date through and including the earlier of (x) the date on which the Borrower actually delivers the consolidated financial statements of the Borrower and its Subsidiaries for the Rolling Period ending December 31, 2015 pursuant to Section 8.01(a) and (y) the date on which the Borrower is required to deliver such consolidated financial statements, 5.00, (ii) from the first Business Day after the earlier of the dates described in clause (i) above through and including the earlier of (x) the date on which the Borrower actually delivers the consolidated financial statements of the Borrower and its Subsidiaries for the Rolling Period ending March 31, 2016 pursuant to Section 8.01(b) and (y) the date on which the Borrower is required to deliver such consolidated financial statements, 4.75, and (iii) from the first Business Day after the earlier of the dates described in clause (ii) above and thereafter,shall be 4.50; provided however, that with respect to each fiscal quarter commencing with the fiscal quarter ending March 31, 2016,September 30, 2019, if actual natural gas produced from the Dedicated Acreage (as defined in the Catarina Gathering Agreement) flowing through the Midstream Properties acquired in the Catarina Acquisition in such fiscal quarter is less than the Catarina Minimum Quantity for such fiscal quarter, then the otherwise applicable Midstream Multiplier of 4.50 shall be adjusted downward so that the adjusted Midstream Multiplier applicable to determining the Midstream Component to become

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effective on the first Business Day following the date on which the consolidated financial statements for the Rolling Period ending on the last day of such quarter are due or are actually delivered, bears the same proportion to the (unadjusted) Midstream Multiplier as the actual quantity of natural gas flowing from the Dedicated Acreage through the Midstream Properties acquired in the Catarina Acquisition during such fiscal quarter bears to the Catarina Minimum Quantity for such fiscal quarter. 

“Midstream Properties” means all Properties used by the Borrower, the Borrower’s Subsidiaries, and any Joint Venture in (i) gathering, compressing, treating, processing and transporting natural gas, crude, condensate and natural gas liquids (ii) fractionating and transporting natural gas, crude, condensate and natural gas liquids, (iii) marketing natural gas, crude, condensate and natural gas liquids, and (iv) water distribution, supply, treatment and disposal services, including without limitation, gathering lines, pipelines, storage facilities, surface leases, rights-of-way, easements and servitudes related to each of the foregoing and classified by the Borrower as part of its midstream business in its business segment financial reports prepared by the Borrower and delivered to the Administrative Agent pursuant to the terms of Sections 8.01(a) and 8.01(b).

“Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto that is a nationally recognized rating agency.

“Mortgaged Property” means any Property owned by the Borrower or any Guarantor which is subject to the Liens existing and to exist under the terms of the Mortgages.

“Mortgages” means the mortgages and/or deeds of trust subjecting the Property of the Borrower or any Guarantor to Liens in favor of Collateral Agent for the benefit of the Lenders and the Swap Counterparties.

“Multiemployer Plan” means a Plan which is a multiemployer plan as defined in Section 3(37) or 4001 (a)(3) of ERISA.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Revenue Interest” means, with respect to any Oil and Gas Property, the decimal or percentage share of production from or allocable to such Oil and Gas Property, after deduction of all overriding royalties and other burdens (including lessor royalties), that an owner of a Working Interest is entitled to receive.

“New Midstream Component Notice” has the meaning assigned to such term in Section 2.07(ha).

“New RBL Component Notice” has the meaning assigned to such term in Section 2.07(b).Ninth Amendment Effective Date” shall have the meaning set forth in that certain Ninth Amendment to Third Amended and Restated Credit Agreement dated as of November 22, 2019, among the Borrower, the Guarantors, the Lenders party thereto, the Issuer, the Administrative Agent and the Collateral Agent.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 12.02 and (ii) has been approved by the Required Lenders.

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“Non-Defaulting Lender” means a Lender that is not a Defaulting Lender or an Impacted Lender.

“Notes” means the promissory notes of the Borrower described in Section 2.02(d) and being substantially in the form of Exhibit A,-1 (with respect to any Revolving Loan Commitment or Revolving Loans) or Exhibit A-2 (with respect to any Term Loans) together with all amendments, modifications, replacements, extensions and rearrangements thereof.

“Obligations” means (a) all principal, interest, fees, reimbursements, indemnifications, and other amounts payable by the Borrower or any of its Subsidiaries to the Administrative Agent, the Issuer or the Lenders under the Loan Documents, including without limitation, the Letter of Credit Exposure and (b) all obligations of the Borrower or any of its Subsidiaries owing to any Swap Counterparty under any Swap Transaction.  Notwithstanding the foregoing, Excluded Hedge Obligations shall not be an Obligation of any Guarantor that is not a Qualified ECP Obligor.

“Obligor” means, as the context may require, (a) the Borrower or (b) a Guarantor.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Oil and Gas Properties” means (a) Hydrocarbon Interests; (b) the properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests, but excluding any Hydrocarbons bought and/or sold pursuant to the Borrower’s Hydrocarbon gathering, processing and transportation businesses; (f) all tenements, hereditaments, appurtenances and properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other personal property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil xxxxx, gas xxxxx, injection xxxxx or other xxxxx, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing, but excluding, in each case, all Midstream Properties.

“OPA” has the meaning assigned to such term in the definition of “Environmental Laws”.

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“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.06).

“Palmetto Acquisition” has the meaning assigned to such term in the Recitals.

“Palmetto Acquisition Documents” means, collectively, the Palmetto PSA and all schedules, exhibits, annexes and amendments thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith (including any Swap Agreement or novation thereof), together with all bills of sale, assignments, agreements, instruments and other documents executed, made or delivered by any Person in connection with the Palmetto Acquisition, in each case in form and substance reasonably acceptable to the Administrative Agent, in each case, as amended, supplemented, or otherwise modified from time to time in accordance with this Agreement.

“Palmetto Buyer” has the meaning assigned to such term in the Recitals.

“Palmetto PSA” has the meaning assigned to such term in the Recitals.

“Palmetto Seller” has the meaning assigned to such term in the Recitals.

“Palmetto Reserve Report” means the reserve report concerning Oil and Gas Properties acquired by the Borrower and its Subsidiaries in accordance with the Palmetto PSA and derived from the reserve report prepared by Xxxxx Xxxxx Company L.P. for SN, effective as of December 31, 2014.

“Parent Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.

“Participant” has the meaning assigned to such term in Section 12.04(c)(i).

“Participant Register” has the meaning assigned to such term in Section 12.04(c)(iii).

“Partnership Agreement” means the Third Amended and Restated Agreement of Limited Partnership of the Borrower, dated as of August 2, 2019, as amended, modified, supplemented, extended, renewed and/or restated from time to time.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan, but excluding a Multiemployer Plan) that is maintained or is contributed to by the Borrower, any of its Subsidiaries, and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

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“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Permitted Holders” means (a) Xxxxxxx X. Xxxxxxx, III, Xxxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxxxxx, Xxx Xxx Xxxxxxx Xxxxxx, and A.R. Xxxxxxx, Jr., (b) any spouse or descendant of any individual named in (a), (c) any other natural person who is related to, or who has been adopted by, any such individual or such individual’s spouse referenced in (a)-(b) above within the second degree of kinship, (d) any member of SP Holdings and (e) any Person Controlled by any one or more of the foregoing.

“Permitted Joint Venture Debt” means, with respect to any Joint Venture, its accounts payable and other accrued expenses, liabilities or obligations to pay for the deferred purchase price of Property or services from time to time incurred in the ordinary course of business with respect to which no more than 90 days have elapsed since the date of invoice therefor or that are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.

“Permitted Refinancing Debt” means Debt (for purposes of this definition, “new Debt”) incurred in exchange for, or the net proceeds of which are used to refinance, all or any portion of the Unsecured Notes (the “Refinanced Debt”); provided that (a) the portion of such new Debt incurred to refinance the Refinanced Debt is in an aggregate principal amount not in excess of the sum of (i) the aggregate principal amount then outstanding of the Refinanced Debt (or, if the Refinanced Debt is exchanged or acquired for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, such lesser amount), (ii) any accrued and unpaid interest on the Refinanced Debt refinanced, and (iii) an amount necessary to pay any fees and expenses, including premiums, related to such exchange or refinancing; (b) such new Debt has a stated maturity no earlier than the date that is 180 days after the Maturity Date and an average life no shorter than the period beginning on the date of incurrence of such new Debt and ending on the date that is 180 days after the Maturity Date; (c) such new Debt does not contain covenants and Events of Default that are, taken as a whole, more onerous to the Borrower and its Subsidiaries than those imposed by the Refinanced Debt (as determined in good faith by the senior management of the General Partner); (d) the stated interest or coupon rate of such new Debt is reasonably acceptable to the Administrative Agent; and (e) such new Debt (and any Guaranteesguarantees in respect thereof) is unsecured.

“Permitted Joint Venture Debt” means, with respect to any Joint Venture, its accounts payable and other accrued expenses, liabilities or obligations to pay for the deferred purchase price of Property or services from time to time incurred in the ordinary course of business with respect to which no more than 90 days have elapsed since the date of invoice therefor or that are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.

“Plan” means any employee pension benefit plan within the meaning of Section 3(2) of ERISA (including a Pension Plan, but excluding a Multiemployer Plan), maintained for employees of the Borrower, any of its Subsidiaries, or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Pledge and Security Agreement” means the Third Amended and Restated Pledge and Security Agreement dated as of the Closing Date executed by the Borrower and each of the Guarantors existing on the Closing Date, in favor of the Collateral Agent, which amends and

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restates that certain Second Amended and Restated Pledge and Security Agreement dated as of May 30, 2013, by and among the Borrower and each of the Guarantors in favor of Société Générale, for the benefit of Lenders and Swap Counterparties, and any supplements thereto executed by any Guarantor pursuant to Section 8.13(b), each as amended, restated, modified and supplemented from time to time.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights (including but not limited to Swap Agreements).

“Proposed RBL Component” has the meaning assigned to such term in Section 2.07(b).

“Proposed RBL Component Notice” has the meaning assigned to such term in Section 2.07(b).

“Proved Developed Nonproducing Reserves” means Oil and Gas Properties that are categorized as “Proved Reserves” that are both “Developed” and “Nonproducing”, as such terms are defined in the Definitions for Oil and Gas Reserves as promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.

“Proved Developed Producing Reserves” means Oil and Gas Properties that are categorized as “Proved Reserves” that are both “Developed” and “Producing”, as such terms are defined in the Definitions for Oil and Gas Reserves as promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.

“Proved Reserves” means Oil and Gas Properties that are categorized as “Proved Reserves” in the Definitions for Oil and Gas Reserves as promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.

“Proved Undeveloped Reserves” means Oil and Gas Properties that are categorized as “Proved Reserves” that are “Undeveloped Reserves”, as such terms are defined in the Definitions for Oil and Gas Reserves as promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.

“QFC Credit Support” shall have the meaning assigned to it in Section 12.20.

“Qualified ECP Obligor” means, in respect of any Swap Obligation, each Obligor that has total assets exceeding $10,000,000 at the time such Swap Obligation is incurred or such other person as at such time constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulation promulgated thereunder.

“RBL Component” means at any time an amount equal to the amount determined in accordance with Sections 2.07(b) through (e) as the same may be adjusted from time to time pursuant to Section 2.07(f) and Section 2.07(g).

“RBL Component Properties” means the Oil and Gas Properties evaluated in the most recently delivered Reserve Report.

“RBL Component Redetermination” means a Scheduled RBL Component Redetermination or an Interim RBL Component Redetermination.

“RBL Swap Transactions” means all commodity Swap Transactions entered into by the Borrower and its Subsidiaries related to Oil and Gas Properties.

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“RBL Redetermination Date” means, with respect to any Scheduled RBL Component Redetermination or any Interim RBL Component Redetermination, the date that the redetermined RBL Component related thereto becomes effective pursuant to Section 2.07(b).

“Recipient” means the Administrative Agent, the Issuer, or any Lender or any other recipient of any payment to be made by or on account of any obligation of any Obligor hereunder.

“Redemption” means with respect to any Debt, the repurchase, redemption, prepayment, repayment or defeasance or any other acquisition or retirement for value (or the segregation of funds with respect to any of the foregoing) of any such Debt.  “Redeem” has the correlative meaning thereto.

“Register” has the meaning assigned to such term in Section 12.04(b)(iv).

“Reimbursement Obligations” has the meaning assigned to such term in Section 2.08(f).

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates.

“Released Party” has the meaning assigned to such term in Section 12.21.

“Remedial Work” has the meaning assigned to such term in Section 8.10(a).

“Replacement Lender” has the meaning assigned to such term in Section 5.06.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Required Lenders” means, at any time while no Loans or Letter of Credit Exposure is outstanding, Lenders having at least sixty-six and two-thirds percent (66-2/3%) of the Elected Commitment Amount; and at any time while any Loans or Letter of Credit Exposure is outstanding, Lenders holding at least sixty-six and two-thirds percent (66-2/3%) of the outstanding aggregate principal amount of the Loans or participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)).

“Reserve Report” means the Initial Reserve Report and each other report setting forth, as of each December 31st or June 30th (or such other date as required pursuant to Section 2.07 and the other provisions of this Agreement), the oil and gas reserves attributable to the Oil and Gas Properties of the Borrower and its Subsidiaries, together with a projection of the rate of production and future net income, severance and ad valorem taxes, operating expenses and capital expenditures with respect thereto as of such date, consistent with SEC reporting requirements at the time, provided that each such report hereafter delivered must (a) separately report on the Proved Developed Producing Reserves, Proved Developed Nonproducing Reserves and Proved Undeveloped Reserves of the Borrower and its Consolidated Subsidiaries, (b) take into account the Borrower’s or its Consolidated Subsidiaries’ (or the prior owner’s, if the Borrower or Consolidated Subsidiaries  have owned such Oil and Gas Properties for less than one year prior to the date of the report) actual experiences with leasehold operating expenses and other costs in determining projected leasehold operating expenses and other costs, (c) identify and take into account any “overproduced” or “under-produced” status under gas balancing arrangements and (d) reflect recent information and analysis comparable in scope to that contained in the Initial Reserve Report.

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“Responsible Officer” means, as to any Person, the Chief Executive Officer, the President or any Financial Officer of such Person.  Unless otherwise specified, all references to a Responsible Officer herein shall meanmeans a Responsible Officer of the General Partner, on behalf of the Borrower.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interests in the Borrower, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any option, warrant or other right to acquire any such Equity Interests in the Borrower.

“Revolving Credit Exposure” means, with respect to any Revolving Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its Letter of Credit Exposure at such time, and with respect to all Revolving Lenders at any time, the aggregate amount all Lenders’ Revolving Loans and Letter of Credit Exposure at such time.

“Revolving Lender” means each financial institution or other lending institution listed on Annex I and any other financial institution or other lending institution that becomes a party hereto pursuant to an Assignment and Assumption in which such financial institution acquires any Revolving Loan Commitment or any Revolving Loans, but excluding any such financial institution or other lending institution that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Revolving Loan” is defined in Section 2.01(a).

“Revolving Loan Borrowing” means each extension of credit made by (a) the Revolving Lenders consisting of simultaneous Revolving Loans of the same type, having the same Interest Period made by the same Revolving Lenders on the same Business Day pursuant to the same Borrowing Request or (b) the Issuer by its issuance of a Letter of Credit.

“Revolving Loan Commitment” means as to each Revolving Lender, the amount set forth opposite such Revolving Lender’s name on Annex I attached hereto under the caption “Revolving Loan Commitment Amount”, as the same may be (i) reduced or terminated from time to time pursuant to Section 2.06 or (ii) modified from time to time pursuant to any assignment permitted by Section 12.04(b).

“Revolving Loan Limit” means the lesser of (i) the positive difference of the Borrowing Base minus the aggregate outstanding principal amount of the Term Loans and (ii) the Maximum Revolving Credit Amount.

“Rolling Period” means for any date of determination, the most recent four fiscal quarters ended on such date.

“S&P” means Standard & Poor’s Ratings Group, a division of The XxXxxx-Xxxx Companies, Inc., and any successor thereto that is a nationally recognized rating agency.

“Sanctions” has the meaning assigned to such term in Section 7.267.25(a).

“Scheduled Midstream Component Recalculation” has the meaning assigned to such term in Section 2.07(h).

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“Scheduled RBL Component Redetermination” has the meaning assigned to such term in Section 2.07(b). “Scheduled RBL Component Redetermination Date” means the date on which an RBL Component that has been redetermined pursuant to a Scheduled RBL Component Redetermination becomes effective as provided in Section 2.07(b).a).

“Second Amendment Effective Date” shall have the meaning set forth in that certain Joinder, Assignment and Second Amendment to Third Amended and Restated Credit Agreement dated as of October 14, 2015, among the Borrower, the Guarantors, the Lenders party thereto, the Administrative Agent and the Collateral Agent.

“Secured Parties” means the Collateral Agent, the Administrative Agent, the Lenders, the Issuer and any Swap Counterparty, and each of their respective successors, transferees and assigns, in the case of the Lenders and the Issuer, as permitted by this Agreement.

“Security Instruments” means the Guarantee Agreement, Pledge and Security Agreement, Mortgages, and other agreements, instruments or certificates described or referred to in Exhibit C, and any and all other agreements, instruments, consents or certificates now or hereafter executed and delivered by the Borrower or any other Person in connection with, or as security for the payment or performance of the Obligations.

“Senior Secured Net Debt” means, as of any date of determination, the sum of the aggregate outstanding principal amount of the Loans and the Letter of Credit Exposure less Available Cash.

“SN” has the meaning assigned to such term in the Recitals.

“SN Catarina” has the meaning assigned to such term in the Recitals.

“SOG” means Xxxxxxx Oil & Gas Corporation, a Delaware corporation.

“SP Holdings” means SP Holdings, LLC a Delaware limited liability company.

“S&P” means Standard & Poor’s Ratings Group, a division of The XxXxxx-Xxxx Companies, Inc., and any successor thereto that is a nationally recognized rating agency.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such reserve percentages shall include those imposed pursuant to such Regulation D.  Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subsidiary” means: (a) any Person of which at least a majority of the outstanding Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors, manager or other governing body of such Person (irrespective of whether or not at the time Equity Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or Controlled by the Borrower or one or more of its Subsidiaries or by the Borrower and one or

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more of its Subsidiaries and (b) any partnership of which the Borrower or any of its Subsidiaries is a general partner.  Unless otherwise indicated herein, each reference to the term “Subsidiary” shall meanmeans a Subsidiary of the Borrower.  Notwithstanding anything to the contrary contained herein, the definition of Subsidiary shall not include Xxxxxxx Gathering,G&P LLC or any other Joint Venture .

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions, and in any event, any other agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any of its Subsidiaries shall be a Swap Agreement; provided, that options, warrants, rights and other similar interests in respect of Equity Interests in the Borrower shall not constitute Swap Agreements for purposes of Section 9.17.

“Swap Counterparty” means, as applicable, any Person that (a) was a party to a particular Swap Transaction with the Borrower or any of its Subsidiaries at the time it became a Lender under the Credit Agreement, or (b) was a Lender or an Existing Lender (or Affiliate of a Lender or an Existing Lender) at the time it became a party to a particular Swap Transaction with the Borrower or any of its Subsidiaries.

“Swap Obligation” of any Person means all obligations (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to such Person, whether or not allowed or allowable as a claim under any proceeding under any Debtor Relief Law) of such Person in respect of any Swap Transaction.

“Swap Transaction” means any trade or other transaction entered into by a Person under a Swap Agreement.

“Synthetic Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rent thereunder and which were properly treated as indebtedness for borrowed money for purposes of U.S. federal income taxes, if the lessee in respect thereof is obligated to either purchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of the residual value of the Property subject to such operating lease upon expiration or early termination of such lease.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Lender” means each financial institution or other lending institution listed on Annex II and any other financial institution or other lending institution that becomes a party hereto pursuant to an Assignment and Assumption in which such financial institution acquires Term

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Loans, but excluding any such financial institution or other lending institution that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Term Loan” is defined in Section 2.01(b).  

“Term Loan Borrowing” means each extension of credit made by the Term Lenders consisting of simultaneous Term Loans of the same type, having the same Interest Period made by the same Term Lenders on the same Business Day pursuant to the same Borrowing Request.

“Term Loan Commitment” means, as to each Term Lender, the amount set forth opposite such Term Lender’s name on Annex II under the caption “Term Loan Commitment Amount”.

“Termination Date” means the earlier of the Maturity Date and the date of termination of the Revolving Loan Commitments pursuant to Sections 2.06 or 10.02.

“Total Net Debt” means Debt less Available C