FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of April 17, 2019 (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 (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 has requested that the Credit Agreement be amended as provided herein.
3. Subject to the terms and conditions of this Amendment, the parties hereto are willing to enter into this Amendment.
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.
SECTION 2. Amendments to Credit Agreement Amendment Effective Date. The following amendments to the Credit Agreement will become effective as of the Amendment Effective Date (as hereinafter defined):
(a) Section 6.2 of the Credit Agreement is hereby amended in its entirety as follows:
SECTION 6.2 Leverage Ratio. For each fiscal quarter beginning with the quarter ending on the earlier of (i) March 31, 2020 or (ii) the last day of the fiscal quarter during which the Initial Period ends, the Borrower will not permit its Leverage Ratio to exceed 5.00:1.00 at the end of any fiscal quarter, provided, however, that during any Acquisition Period, the Leverage Ratio shall not exceed 5.50:1.00 at the end of any fiscal quarter.
(b) Section 7.1(l) of the Credit Agreement is hereby amended to:
(1) correct a reference in the first clause and add the following new clause (i) as follows: (l) in addition to Liens permitted by clauses (a) through (k) above, (i) during the Initial Period, Liens securing Indebtedness in an aggregate principal amount not to exceed $10,000,000;,