Common use of SIGNATURE PAGES FOLLOW Clause in Contracts

SIGNATURE PAGES FOLLOW. A 3- ORIGINAL BORROWER: Xxxxxxxx 66 Company By: _________________________ Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer NEW BORROWER: Xxxxxxxx 66 Partners LP By: Xxxxxxxx 66 Partners GP LLC, its General Partner By: Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer LENDER: Xxxxxxxx Gas Company Shareholder, Inc. By: Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer -A 4- EXHIBIT A THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. IT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. TERM LOAN NOTE $244,000,000.00 October 23, 2014 For value received, the undersigned Xxxxxxxx 66 Company, a Delaware corporation, with principal offices at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000 (“Borrower”), hereby promises to pay to the order of Xxxxxxxx Gas Company Shareholder, Inc., a Delaware corporation, with principal offices at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000 (“Lender”), the principal amount of Two Hundred Forty Four Million and No/100’s Dollars ($244,000,000.00) (the “Loan”) all as required by this Term Loan Note (this “Note”). The Loan is not revolving and any amounts repaid may not be reborrowed by Borrower. Subject to the terms and conditions of this Note, Borrower agrees to repay to Lender the aggregate outstanding principal balance of the Loan, together with accrued and unpaid interest thereon as set forth below, on December 1, 2019 (the “Maturity Date”) or such earlier date upon which the maturity of the Loan may have been accelerated pursuant to the terms hereof. The Loan shall bear interest on the unpaid principal balance, from the date of borrowing to the date of payment at the rate of three and one/tenth percent (3.1%) per annum. Such interest shall be (i) calculated based upon a year of 360 days for the actual number of days elapsed and (ii) paid, as applicable, (A) quarterly in arrears on the first day following the last day of each calendar quarter, beginning on April 1, 2015, and (B) on the Maturity Date; provided that Borrower shall make an interest payment on January 2, 2015 for the stub interest period beginning on December 1, 2014 and ending on December 31, 2014. If Borrower fails to pay any principal or interest payment as and when due, any amount not paid shall bear interest at the rate of five and one/tenth percent (5.1%) per annum instead of the interest rate stated above, from the date due to the date on which such amount is paid in full. Notwithstanding the foregoing or any other provision of this Note, interest on the Loan and other amounts due hereunder at any time shall be limited to the highest lawful rate that may be charged under the laws of the State of Texas at such time (the “Highest Lawful Rate”). It is the intention of Lender and Borrower to conform strictly to any applicable usury laws. Accordingly, notwithstanding any term of this Note to the contrary, if Lender contracts for, charges, or receives any consideration that constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be canceled automatically and, if previously paid, shall at Lender's option be applied to the outstanding amount of the Loan or refunded to Borrower. In determining whether any interest exceeds the Highest Lawful Rate, such interest shall, to the -A 5- extent permitted by applicable law, be amortized, prorated, allocated, and spread in equal parts throughout the term of this Note. Lender shall record in its records the amount of all payments of principal and interest on the Loan. Any failure of Lender to make such recordings, however, shall not affect Borrower's repayment obligations. Lender's records shall be presumptive evidence of the principal and interest owed by Borrower, absent manifest error.

SIGNATURE PAGES FOLLOW. A 3- ORIGINAL BORROWER: Xxxxxxxx 66 Company By: _________________________ Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer NEW BORROWER: Xxxxxxxx 66 Partners LP By: Xxxxxxxx 66 Partners GP LLC, its General Partner By: :___________________________ Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer LENDER: Xxxxxxxx Gas Company Shareholder, Inc. By: :________________________ Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer -A 4- EXHIBIT A THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. IT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. TERM LOAN NOTE $244,000,000.00 October 23, 2014 For value received, the undersigned Xxxxxxxx 66 Company, a Delaware corporation, with principal offices at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000 (“Borrower”), hereby promises to pay to the order of Xxxxxxxx Gas Company Shareholder, Inc., a Delaware corporation, with principal offices at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000 (“Lender”), the principal amount of Two Hundred Forty Four Million and No/100’s Dollars ($244,000,000.00) (the “Loan”) all as required by this Term Loan Note (this “Note”). The Loan is not revolving and any amounts repaid may not be reborrowed by Borrower. Subject to the terms and conditions of this Note, Borrower agrees to repay to Lender the aggregate outstanding principal balance of the Loan, together with accrued and unpaid interest thereon as set forth below, on December 1, 2019 (the “Maturity Date”) or such earlier date upon which the maturity of the Loan may have been accelerated pursuant to the terms hereof. The Loan shall bear interest on the unpaid principal balance, from the date of borrowing to the date of payment at the rate of three and one/tenth percent (3.1%) per annum. Such interest shall be (i) calculated based upon a year of 360 days for the actual number of days elapsed and (ii) paid, as applicable, (A) quarterly in arrears on the first day following the last day of each calendar quarter, beginning on April 1, 2015, and (B) on the Maturity Date; provided that Borrower shall make an interest payment on January 2, 2015 for the stub interest period beginning on December 1, 2014 and ending on December 31, 2014. If Borrower fails to pay any principal or interest payment as and when due, any amount not paid shall bear interest at the rate of five and one/tenth percent (5.1%) per annum instead of the interest rate stated above, from the date due to the date on which such amount is paid in full. Notwithstanding the foregoing or any other provision of this Note, interest on the Loan and other amounts due hereunder at any time shall be limited to the highest lawful rate that may be charged under the laws of the State of Texas at such time (the “Highest Lawful Rate”). It is the intention of Lender and Borrower to conform strictly to any applicable usury laws. Accordingly, notwithstanding any term of this Note to the contrary, if Lender contracts for, charges, or receives any consideration that constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be canceled automatically and, if previously paid, shall at Lender's option be applied to the outstanding amount of the Loan or refunded to Borrower. In determining whether any interest exceeds the Highest Lawful Rate, such interest shall, to the -A 5- extent permitted by applicable law, be amortized, prorated, allocated, and spread in equal parts throughout the term of this Note. Lender shall record in its records the amount of all payments of principal and interest on the Loan. Any failure of Lender to make such recordings, however, shall not affect Borrower's repayment obligations. Lender's records shall be presumptive evidence of the principal and interest owed by Borrower, absent manifest error.

SIGNATURE PAGES FOLLOW. A 3- ORIGINAL BORROWERASSIGNOR: Xxxxxxxx XXXXXXXX 66 Company XXXXXX FRAC XXXXXXX LLC By: _________________________ Name: Xxxxx /s/ Xxxx X. Xxxxxx Title: Xxxx X. Xxxxxx Vice President and Treasurer NEW BORROWERASSIGNEE: Xxxxxxxx 66 Partners LP By: Xxxxxxxx 66 Partners GP LLC, its General Partner By: Name: Xxxxx /s/ Xxxx X. Xxxxxx Title: Xxxx X. Xxxxxx Vice President and Treasurer LENDER: Xxxxxxxx Gas 66 Company Shareholder, Inc. By: Name: Xxxxx /s/ Xxxx X. Xxxxxx Title: Xxxx X. Xxxxxx Vice President and Treasurer -A 4- EXHIBIT A THIS AMENDED AND RESTATED TERM PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. IT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. TERM LOAN NOTE $244,000,000.00 October 23This is an amendment and restatement of that certain Term Promissory Note issued on January 20, 2014 by Xxxxxxxx 66 Xxxxxx Frac Xxxxxxx LLC to Xxxxxxxx 66 Company (as amended to date, the “Original Promissory Note”). The outstanding principal amount of this Amended and Restated Term Promissory Note is $213,250,000.00 on the date hereof. Houston, Texas October 1, 2015 For value received, the undersigned Xxxxxxxx 66 CompanyXxxxxx Frac Alpha LLC, a Delaware corporation, with principal offices at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000 limited liability company (“BorrowerMaker”), hereby promises to pay to the order of Xxxxxxxx Gas Company Shareholder, Inc.66 Company, a Delaware corporation, with principal offices at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000 corporation (“Lender”Payee"), the aggregate unpaid principal amount of Two Hundred Forty Four Million and No/100’s Dollars ($244,000,000.00) all advances (the “LoanAdvances”) all as required made by Payee to the Maker under this Amended and Restated Term Loan Promissory Note (this “the "Note”"). The Loan is not revolving and any amounts repaid may not be reborrowed by Borrower. Subject to the terms and conditions of this Note, Borrower the Maker agrees to repay pay to Lender Payee the aggregate outstanding principal balance of the Loanthis Note, together with accrued and unpaid interest thereon as set forth below, on December 1or before the Maturity Date (as defined below). Once repaid, 2019 (the “Maturity Date”) or such earlier date upon which the maturity of the Loan Advances under this Note may have been accelerated pursuant to the terms hereofnot be reborrowed. The Loan Advances shall bear interest on the unpaid principal balancebalance thereof, from the date of borrowing to the date dates of payment at the rate of three and one/tenth percent (3.13.0%) per annum. Such interest shall be (i) calculated based upon on the daily outstanding balance of the Advances on the basis of a 360 day year of 360 days for the actual number of days elapsed and (ii) paid, as applicable, (A) payable quarterly in arrears on the first tenth day following the last day of each calendar quarter, beginning on April 1, 2015, and (B) on the Maturity Date; provided that Borrower shall make an interest payment on January 2, 2015 for the stub interest period beginning on December 1, 2014 and ending on December 31, 2014. If Borrower fails to pay any principal or interest payment as and when due, any amount not paid shall bear interest at the rate of five and one/tenth percent (5.1%) per annum instead of the interest rate stated above, from the date due to the date on which such amount is paid in full. Notwithstanding the foregoing or any other provision of this Note, interest on the Loan and other amounts due hereunder at any time shall be limited to the highest lawful rate that may be charged under the laws of the State of Texas at such time (the “Highest Lawful Rate”). It is the intention of Lender and Borrower to conform strictly to any applicable usury laws. Accordingly, notwithstanding any term of this Note to the contrary, if Lender contracts for, charges, or receives any consideration that constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be canceled automatically and, if previously paid, shall at Lender's option be applied to the outstanding amount of the Loan or refunded to Borrower. In determining whether any interest exceeds the Highest Lawful Rate, such interest shall, to the -A 5- extent permitted by applicable law, be amortized, prorated, allocated, and spread in equal parts throughout quarter during the term of this Note. Lender The Maker shall pay to Payee the aggregate outstanding principal amount of the Advances on October 1, 2020 (the “Maturity Date”). The Maker may, at any time and from time to time, prepay all or any portion of the principal of this Note without premium or penalty. Each payment of principal, including any prepayment, shall be accompanied by payment of all accrued but unpaid interest on the principal amount so repaid or prepaid. Advances under this Note may be requested orally by the Maker and Payee shall record in its records the amount of all Advances and all payments of principal and interest on the Loanthereon. Any failure of Lender Payee to make such recordings, however, shall not affect Borrower's Maker’s repayment obligations. Lender's Payee’s records shall be presumptive evidence of the principal and interest owed by Borrowerthe Maker, absent manifest error. Payee shall have no obligation to make any Advances under this Note if (a) an Event of Default under this Note has occurred and is continuing (b) any of the equity interests in the Maker or any of its assets are transferred to (i) Xxxxxxxx 66 Partners LP Ithe “MLP”) or any of the MLP’s subsidiaries or (ii) any other person or entity that is not a subsidiary of Payee. The Maker shall make each payment in immediately available funds under this Note not later than 5:00 P.M. (Houston, Texas, time) on the day when due in lawful money of the United States of America to Payee at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000, or such other location as Payee shall designate in writing to the Maker. Whenever any payment to be made under this Note shall be stated to be due on a day other than a day on which commercial banks are open for business in Houston, Texas (“Business Day”), such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest. Each of the following shall be an “Event of Default" for the purposes of this Note: (a)(i) the Maker fails to pay when due any principal amount under this Note, (ii) the Maker fails to pay any interest on this Note within five Business Days after such interest becomes due or (iii) the Maker fails to pay any other amount payable under this Note (including but not limited to reimbursements and indemnifications) within ten Business Days after such amount becomes due, (b) the Maker fails to comply with any other covenant contained in this Note and such breach is not cured within 30 days after the date notice thereof is given by Payee, (c)(i) there hall have been filed against the Maker or any of its subsidiaries (or, if the Maker ever becomes a direct or indirect subsidiary of the MLP, then the MLP or any of its subsidiaries) or any of their respective properties, without their consent, any petition or other request for relief seeking an arrangement, receivership, reorganization, liquidation, or similar relief under bankruptcy or other laws for the relief of debtors and such request for relief (A) remains in effect for 60 or more consecutive days, or (B) is approved by a final nonappealable order, or (ii) the Maker or any of its subsidiaries (or, if the Maker ever becomes a direct or indirect subsidiary of the MLP, then the MLP or any of its subsidiaries) consent to or files any petition or other request for relief of the type described in clause (c)(1) above seeking relief from creditors, makes any assignment for the benefit of creditors or another arrangement with creditors, or admits in writing its inability to pay its debts as they become due. If the Maker fails to pay any principal or interest payment when due, the amount not paid shall bear interest at the default rate of the lesser of (a) the interest rate stated above plus two percent (2%) per annum or (b) the Highest Lawful Rate (as defined below), beginning on the date due until paid in full. During the continuation of any Event of Default, Payee may declare by written notice to the Maker the outstanding principal balance of the Advances plus all accrued interest thereon, and all other amounts payable by the Maker under this Note to be immediately due and payable. Upon the occurrence of any Event of Default relating to bankruptcy or insolvency of the maker, the outstanding principal amount of the Advances, all accrued interest thereon, and all other amounts payable by the Maker under this Note shall immediately and automatically become due and payable. Except for the notices provided above, the Maker waives notice of demand, intent to demand, presentment for payment, notice of nonpayment, protest, notice of setoff, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices in connection with the foregoing. Following an Event of Default, Payee may exercise (a) all of its rights under this Note and (b) all other rights at law or in equity. No right, power, or remedy conferred to Payee in this Note, or now or hereafter existing at law, in equity, by statute, or otherwise shall be exclusive, and each such right, power, or remedy shall to the full extent permitted by law be cumulative and in addition to every other such right, power or remedy. No course of dealing and no delay in exercising any right, power or remedy conferred to Payee in this Note, or now or hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver or otherwise prejudice any such right, power, or remedy. No notice to or demand upon the Maker shall entitle the Maker to similar notices or demands in the future.

SIGNATURE PAGES FOLLOW. A 3- ORIGINAL BORROWERASSIGNOR: Xxxxxxxx XXXXXXXX 66 Company XXXXXX FRAC BRAVO LLC By: _________________________ Name: Xxxxx /s/ Xxxx X. Xxxxxx Title: Xxxx X. Xxxxxx Vice President and Treasurer NEW BORROWERASSIGNEE: Xxxxxxxx 66 Partners LP By: Xxxxxxxx 66 Partners GP LLC, its General Partner By: Name: Xxxxx /s/ Xxxx X. Xxxxxx Title: Xxxx X. Xxxxxx Vice President and Treasurer LENDER: Xxxxxxxx Gas 66 Company Shareholder, Inc. By: Name: Xxxxx /s/ Xxxx X. Xxxxxx Title: Xxxx X. Xxxxxx Vice President and Treasurer -A 4- EXHIBIT A THIS AMENDED AND RESTATED TERM PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. IT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. TERM LOAN NOTE $244,000,000.00 October 23This is an amendment and restatement of that certain Term Promissory Note issued on January 20, 2014 by Xxxxxxxx 66 Xxxxxx Frac Bravo LLC to Xxxxxxxx 66 Company (as amended to date, the “Original Promissory Note”). The outstanding principal amount of this Amended and Restated Term Promissory Note is $213,250,000.00 on the date hereof. Houston, Texas October 1, 2015 For value received, the undersigned Xxxxxxxx 66 CompanyXxxxxx Frac Alpha LLC, a Delaware corporation, with principal offices at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000 limited liability company (“BorrowerMaker”), hereby promises to pay to the order of Xxxxxxxx Gas Company Shareholder, Inc.66 Company, a Delaware corporation, with principal offices at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000 corporation (“Lender”Payee"), the aggregate unpaid principal amount of Two Hundred Forty Four Million and No/100’s Dollars ($244,000,000.00) all advances (the “LoanAdvances”) all as required made by Payee to the Maker under this Amended and Restated Term Loan Promissory Note (this “the "Note”"). The Loan is not revolving and any amounts repaid may not be reborrowed by Borrower. Subject to the terms and conditions of this Note, Borrower the Maker agrees to repay pay to Lender Payee the aggregate outstanding principal balance of the Loanthis Note, together with accrued and unpaid interest thereon as set forth below, on December 1or before the Maturity Date (as defined below). Once repaid, 2019 (the “Maturity Date”) or such earlier date upon which the maturity of the Loan Advances under this Note may have been accelerated pursuant to the terms hereofnot be reborrowed. The Loan Advances shall bear interest on the unpaid principal balancebalance thereof, from the date of borrowing to the date dates of payment at the rate of three and one/tenth percent (3.13.0%) per annum. Such interest shall be (i) calculated based upon on the daily outstanding balance of the Advances on the basis of a 360 day year of 360 days for the actual number of days elapsed and (ii) paid, as applicable, (A) payable quarterly in arrears on the first tenth day following the last day of each calendar quarter, beginning on April 1, 2015, and (B) on the Maturity Date; provided that Borrower shall make an interest payment on January 2, 2015 for the stub interest period beginning on December 1, 2014 and ending on December 31, 2014. If Borrower fails to pay any principal or interest payment as and when due, any amount not paid shall bear interest at the rate of five and one/tenth percent (5.1%) per annum instead of the interest rate stated above, from the date due to the date on which such amount is paid in full. Notwithstanding the foregoing or any other provision of this Note, interest on the Loan and other amounts due hereunder at any time shall be limited to the highest lawful rate that may be charged under the laws of the State of Texas at such time (the “Highest Lawful Rate”). It is the intention of Lender and Borrower to conform strictly to any applicable usury laws. Accordingly, notwithstanding any term of this Note to the contrary, if Lender contracts for, charges, or receives any consideration that constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be canceled automatically and, if previously paid, shall at Lender's option be applied to the outstanding amount of the Loan or refunded to Borrower. In determining whether any interest exceeds the Highest Lawful Rate, such interest shall, to the -A 5- extent permitted by applicable law, be amortized, prorated, allocated, and spread in equal parts throughout quarter during the term of this Note. Lender The Maker shall pay to Payee the aggregate outstanding principal amount of the Advances on October 1, 2020 (the “Maturity Date”). The Maker may, at any time and from time to time, prepay all or any portion of the principal of this Note without premium or penalty. Each payment of principal, including any prepayment, shall be accompanied by payment of all accrued but unpaid interest on the principal amount so repaid or prepaid. Advances under this Note may be requested orally by the Maker and Payee shall record in its records the amount of all Advances and all payments of principal and interest on the Loanthereon. Any failure of Lender Payee to make such recordings, however, shall not affect Borrower's Maker’s repayment obligations. Lender's Payee’s records shall be presumptive evidence of the principal and interest owed by Borrowerthe Maker, absent manifest error. Payee shall have no obligation to make any Advances under this Note if (a) an Event of Default under this Note has occurred and is continuing (b) any of the equity interests in the Maker or any of its assets are transferred to (i) Xxxxxxxx 66 Partners LP Ithe “MLP”) or any of the MLP’s subsidiaries or (ii) any other person or entity that is not a subsidiary of Payee. The Maker shall make each payment in immediately available funds under this Note not later than 5:00 P.M. (Houston, Texas, time) on the day when due in lawful money of the United States of America to Payee at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000, or such other location as Payee shall designate in writing to the Maker. Whenever any payment to be made under this Note shall be stated to be due on a day other than a day on which commercial banks are open for business in Houston, Texas (“Business Day”), such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest. Each of the following shall be an “Event of Default" for the purposes of this Note: (a)(i) the Maker fails to pay when due any principal amount under this Note, (ii) the Maker fails to pay any interest on this Note within five Business Days after such interest becomes due or (iii) the Maker fails to pay any other amount payable under this Note (including but not limited to reimbursements and indemnifications) within ten Business Days after such amount becomes due, (b) the Maker fails to comply with any other covenant contained in this Note and such breach is not cured within 30 days after the date notice thereof is given by Payee, (c)(i) there hall have been filed against the Maker or any of its subsidiaries (or, if the Maker ever becomes a direct or indirect subsidiary of the MLP, then the MLP or any of its subsidiaries) or any of their respective properties, without their consent, any petition or other request for relief seeking an arrangement, receivership, reorganization, liquidation, or similar relief under bankruptcy or other laws for the relief of debtors and such request for relief (A) remains in effect for 60 or more consecutive days, or (B) is approved by a final nonappealable order, or (ii) the Maker or any of its subsidiaries (or, if the Maker ever becomes a direct or indirect subsidiary of the MLP, then the MLP or any of its subsidiaries) consent to or files any petition or other request for relief of the type described in clause (c)(1) above seeking relief from creditors, makes any assignment for the benefit of creditors or another arrangement with creditors, or admits in writing its inability to pay its debts as they become due. If the Maker fails to pay any principal or interest payment when due, the amount not paid shall bear interest at the default rate of the lesser of (a) the interest rate stated above plus two percent (2%) per annum or (b) the Highest Lawful Rate (as defined below), beginning on the date due until paid in full. During the continuation of any Event of Default, Payee may declare by written notice to the Maker the outstanding principal balance of the Advances plus all accrued interest thereon, and all other amounts payable by the Maker under this Note to be immediately due and payable. Upon the occurrence of any Event of Default relating to bankruptcy or insolvency of the maker, the outstanding principal amount of the Advances, all accrued interest thereon, and all other amounts payable by the Maker under this Note shall immediately and automatically become due and payable. Except for the notices provided above, the Maker waives notice of demand, intent to demand, presentment for payment, notice of nonpayment, protest, notice of setoff, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices in connection with the foregoing. Following an Event of Default, Payee may exercise (a) all of its rights under this Note and (b) all other rights at law or in equity. No right, power, or remedy conferred to Payee in this Note, or now or hereafter existing at law, in equity, by statute, or otherwise shall be exclusive, and each such right, power, or remedy shall to the full extent permitted by law be cumulative and in addition to every other such right, power or remedy. No course of dealing and no delay in exercising any right, power or remedy conferred to Payee in this Note, or now or hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver or otherwise prejudice any such right, power, or remedy. No notice to or demand upon the Maker shall entitle the Maker to similar notices or demands in the future.

SIGNATURE PAGES FOLLOW. A 3- ORIGINAL BORROWERASSIGNOR: Xxxxxxxx XXXXXXXX 66 Company XXXXXX FRAC DELTA LLC By: _________________________ Name: Xxxxx /s/ Xxxx X. Xxxxxx Title: Xxxx X. Xxxxxx Vice President and Treasurer NEW BORROWERASSIGNEE: Xxxxxxxx 66 Partners LP By: Xxxxxxxx 66 Partners GP LLC, its General Partner By: Name: Xxxxx /s/ Xxxx X. Xxxxxx Title: Xxxx X. Xxxxxx Vice President and Treasurer LENDER: Xxxxxxxx Gas 66 Company Shareholder, Inc. By: Name: Xxxxx /s/ Xxxx X. Xxxxxx Title: Xxxx X. Xxxxxx Vice President and Treasurer -A 4- EXHIBIT A THIS AMENDED AND RESTATED TERM PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. IT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. TERM LOAN NOTE $244,000,000.00 October 23This is an amendment and restatement of that certain Term Promissory Note issued on January 20, 2014 by Xxxxxxxx 66 Xxxxxx Frac Delta LLC to Xxxxxxxx 66 Company (as amended to date, the “Original Promissory Note”). The outstanding principal amount of this Amended and Restated Term Promissory Note is $213,250,000.00 on the date hereof. Houston, Texas October 1, 2015 For value received, the undersigned Xxxxxxxx 66 CompanyXxxxxx Frac Alpha LLC, a Delaware corporation, with principal offices at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000 limited liability company (“BorrowerMaker”), hereby promises to pay to the order of Xxxxxxxx Gas Company Shareholder, Inc.66 Company, a Delaware corporation, with principal offices at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000 corporation (“Lender”Payee"), the aggregate unpaid principal amount of Two Hundred Forty Four Million and No/100’s Dollars ($244,000,000.00) all advances (the “LoanAdvances”) all as required made by Payee to the Maker under this Amended and Restated Term Loan Promissory Note (this “the "Note”"). The Loan is not revolving and any amounts repaid may not be reborrowed by Borrower. Subject to the terms and conditions of this Note, Borrower the Maker agrees to repay pay to Lender Payee the aggregate outstanding principal balance of the Loanthis Note, together with accrued and unpaid interest thereon as set forth below, on December 1or before the Maturity Date (as defined below). Once repaid, 2019 (the “Maturity Date”) or such earlier date upon which the maturity of the Loan Advances under this Note may have been accelerated pursuant to the terms hereofnot be reborrowed. The Loan Advances shall bear interest on the unpaid principal balancebalance thereof, from the date of borrowing to the date dates of payment at the rate of three and one/tenth percent (3.13.0%) per annum. Such interest shall be (i) calculated based upon on the daily outstanding balance of the Advances on the basis of a 360 day year of 360 days for the actual number of days elapsed and (ii) paid, as applicable, (A) payable quarterly in arrears on the first tenth day following the last day of each calendar quarter, beginning on April 1, 2015, and (B) on the Maturity Date; provided that Borrower shall make an interest payment on January 2, 2015 for the stub interest period beginning on December 1, 2014 and ending on December 31, 2014. If Borrower fails to pay any principal or interest payment as and when due, any amount not paid shall bear interest at the rate of five and one/tenth percent (5.1%) per annum instead of the interest rate stated above, from the date due to the date on which such amount is paid in full. Notwithstanding the foregoing or any other provision of this Note, interest on the Loan and other amounts due hereunder at any time shall be limited to the highest lawful rate that may be charged under the laws of the State of Texas at such time (the “Highest Lawful Rate”). It is the intention of Lender and Borrower to conform strictly to any applicable usury laws. Accordingly, notwithstanding any term of this Note to the contrary, if Lender contracts for, charges, or receives any consideration that constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be canceled automatically and, if previously paid, shall at Lender's option be applied to the outstanding amount of the Loan or refunded to Borrower. In determining whether any interest exceeds the Highest Lawful Rate, such interest shall, to the -A 5- extent permitted by applicable law, be amortized, prorated, allocated, and spread in equal parts throughout quarter during the term of this Note. Lender The Maker shall pay to Payee the aggregate outstanding principal amount of the Advances on October 1, 2020 (the “Maturity Date”). The Maker may, at any time and from time to time, prepay all or any portion of the principal of this Note without premium or penalty. Each payment of principal, including any prepayment, shall be accompanied by payment of all accrued but unpaid interest on the principal amount so repaid or prepaid. Advances under this Note may be requested orally by the Maker and Payee shall record in its records the amount of all Advances and all payments of principal and interest on the Loanthereon. Any failure of Lender Payee to make such recordings, however, shall not affect Borrower's Maker’s repayment obligations. Lender's Payee’s records shall be presumptive evidence of the principal and interest owed by Borrowerthe Maker, absent manifest error. Payee shall have no obligation to make any Advances under this Note if (a) an Event of Default under this Note has occurred and is continuing (b) any of the equity interests in the Maker or any of its assets are transferred to (i) Xxxxxxxx 66 Partners LP Ithe “MLP”) or any of the MLP’s subsidiaries or (ii) any other person or entity that is not a subsidiary of Payee. The Maker shall make each payment in immediately available funds under this Note not later than 5:00 P.M. (Houston, Texas, time) on the day when due in lawful money of the United States of America to Payee at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000, or such other location as Payee shall designate in writing to the Maker. Whenever any payment to be made under this Note shall be stated to be due on a day other than a day on which commercial banks are open for business in Houston, Texas (“Business Day”), such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest. Each of the following shall be an “Event of Default" for the purposes of this Note: (a)(i) the Maker fails to pay when due any principal amount under this Note, (ii) the Maker fails to pay any interest on this Note within five Business Days after such interest becomes due or (iii) the Maker fails to pay any other amount payable under this Note (including but not limited to reimbursements and indemnifications) within ten Business Days after such amount becomes due, (b) the Maker fails to comply with any other covenant contained in this Note and such breach is not cured within 30 days after the date notice thereof is given by Payee, (c)(i) there hall have been filed against the Maker or any of its subsidiaries (or, if the Maker ever becomes a direct or indirect subsidiary of the MLP, then the MLP or any of its subsidiaries) or any of their respective properties, without their consent, any petition or other request for relief seeking an arrangement, receivership, reorganization, liquidation, or similar relief under bankruptcy or other laws for the relief of debtors and such request for relief (A) remains in effect for 60 or more consecutive days, or (B) is approved by a final nonappealable order, or (ii) the Maker or any of its subsidiaries (or, if the Maker ever becomes a direct or indirect subsidiary of the MLP, then the MLP or any of its subsidiaries) consent to or files any petition or other request for relief of the type described in clause (c)(1) above seeking relief from creditors, makes any assignment for the benefit of creditors or another arrangement with creditors, or admits in writing its inability to pay its debts as they become due. If the Maker fails to pay any principal or interest payment when due, the amount not paid shall bear interest at the default rate of the lesser of (a) the interest rate stated above plus two percent (2%) per annum or (b) the Highest Lawful Rate (as defined below), beginning on the date due until paid in full. During the continuation of any Event of Default, Payee may declare by written notice to the Maker the outstanding principal balance of the Advances plus all accrued interest thereon, and all other amounts payable by the Maker under this Note to be immediately due and payable. Upon the occurrence of any Event of Default relating to bankruptcy or insolvency of the maker, the outstanding principal amount of the Advances, all accrued interest thereon, and all other amounts payable by the Maker under this Note shall immediately and automatically become due and payable. Except for the notices provided above, the Maker waives notice of demand, intent to demand, presentment for payment, notice of nonpayment, protest, notice of setoff, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices in connection with the foregoing. Following an Event of Default, Payee may exercise (a) all of its rights under this Note and (b) all other rights at law or in equity. No right, power, or remedy conferred to Payee in this Note, or now or hereafter existing at law, in equity, by statute, or otherwise shall be exclusive, and each such right, power, or remedy shall to the full extent permitted by law be cumulative and in addition to every other such right, power or remedy. No course of dealing and no delay in exercising any right, power or remedy conferred to Payee in this Note, or now or hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver or otherwise prejudice any such right, power, or remedy. No notice to or demand upon the Maker shall entitle the Maker to similar notices or demands in the future.