LIMITED WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT
THIS LIMITED WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of October 15, 2021 (the Amendment), among ALTUS MIDSTREAM LP, a Delaware limited partnership (Borrower), the Lenders party hereto, Swingline Lender party hereto, Issuing Banks party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (the Administrative Agent), and the other Agents party hereto.
W I T N E S S E T H:
1. Borrower, the Lenders (including the Swingline Lender), the Issuing Banks, the Administrative Agent, and the other Agents party thereto are parties to that certain Credit Agreement, dated as of November 9, 2018, as previously amended (the Credit Agreement), pursuant to which the Lenders (including the Swingline Lender) and the Issuing Banks agreed to make loans to and extensions of credit on behalf of Borrower.
2. Borrower is contemplating a business combination transaction with New BCP Raptor Holdco, LLC, a Delaware limited liability company (Contributor), whereby Contributor contributes, assigns, transfers, conveys, and delivers to Borrower all of the outstanding equity interests in each of BCP Raptor Holdco, LP, a Delaware limited partnership (Raptor), and BCP Raptor Holdco GP, LLC, a Delaware limited liability company, in exchange for common units representing limited partnership interests in Borrower and shares of the Class C common stock, par value $0.0001 per share, of Altus Midstream Company, a Delaware corporation (ALTM), (the Contribution Transaction).
3. The Contribution Transaction would be consummated pursuant to the terms of that certain (i) Contribution Agreement, dated as of October 21, 2021, by and among ALTM, Borrower, Contributor, and Raptor (the Contribution Agreement) and (ii) Third Amended and Restated Agreement of Limited Partnership of Borrower, dated as of October 21, 2021, by and among Altus Midstream GP LLC, a Delaware limited liability company, as the sole general partner of Borrower, and each of the Limited Partners (as defined therein) (the Third Partnership Agreement), whereupon the beneficial ownership of Borrower would change, resulting in a change in control pursuant to Section 8.1(i)(ii) of the Credit Agreement (Anticipated Default).
4. Borrower has requested that (i) the Administrative Agent, the Swingline Lender, the Issuing Banks and the Lenders waive the Anticipated Default and (ii) the Credit Agreement be amended as provided herein.
5. Subject to the terms and conditions of this Amendment, the parties hereto are willing to enter into this Amendment providing the requested waiver and amendments.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Defined Terms. All capitalized terms used but not otherwise defined herein shall have the meanings given in the Credit Agreement, as amended by this Amendment.