INTERCREDITOR AGREEMENT dated as of May 21, 2015 between SUNTRUST BANK, as Priority Lien Agent, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Collateral Agent and Third Lien Collateral AgentIntercreditor Agreement • May 22nd, 2015 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • New York
INTERCREDITOR AGREEMENT, dated as of May 21, 2015 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), between SUNTRUST BANK, as administrative agent for the Priority Lien Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “Original Priority Lien Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the Second Lien Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “Original Second Lien Collateral Agent”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the Third Lien Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “Original Third Lien Collateral Agent”).
SECOND LIEN PLEDGE AND SECURITY AGREEMENTSecurity Agreement • May 22nd, 2015 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • New York
THIS SECOND LIEN PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is dated as of May 21, 2015, by MIDSTATES PETROLEUM COMPANY, INC., a Delaware corporation (“Midstates”), MIDSTATES PETROLEUM COMPANY LLC, a Delaware limited liability company (“Midstates LLC” and, together with Midstates, each a “Debtor” and, collectively with each other party that may become a party hereto, the “Debtors”), whose mailing address is set forth on Annex A hereto, and Wilmington Trust, National Association, in its capacity as Collateral Agent (in such capacity, “Collateral Agent”), for the benefit of itself, the Trustee (as defined in the Indenture described below) and the Holders (as defined in the Indenture described below; the Collateral Agent, the Trustee and the Holders, collectively, the “Beneficiaries”), and whose address is 15950 N. Dallas Parkway, Suite 550, Dallas, TX 75248.
WAIVER AND SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 22nd, 2015 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • New York
THIS WAIVER AND SEVENTH AMENDMENT TO CREDIT AGREEMENT (hereinafter called this “Amendment”) is entered into as of May 18, 2015, by and among MIDSTATES PETROLEUM COMPANY, INC., a Delaware corporation (the “Parent”), MIDSTATES PETROLEUM COMPANY LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto, and SUNTRUST BANK, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), as an Issuing Lender and as Swing Line Lender.
