EX-10.1 4 mcep-ex101_6.htm EX-10.1 mcep-ex101_6.htm

EXHIBIT 10.1

 

AMENDMENT NO. 12 TO
CREDIT AGREEMENT

This Amendment No. 12 to Credit Agreement (this "Amendment") dated as of January 31, 2018 is among Mid-Con Energy Properties, LLC, a Delaware limited liability company (the "Borrower"), the Guarantor (as defined below), the financial institutions that are identified below as Existing Lenders, the financial institutions defined below as the Exiting Lenders, and Fifth Third Bank, Cadence Bank, CIT Bank, N.A., and West Texas National Bank, as new Lenders (collectively, the "New Lenders"; and together with the Existing Lenders and the Exiting Lenders, the "Lenders" and individually, a "Lender"), and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the "Administrative Agent") and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders.

RECITALS

A.The Borrower, the Existing Lenders, the Exiting Lenders and Wells Fargo Bank, National Association, as the Administrative Agent, are parties to that certain Credit Agreement dated as of December 20, 2011, as amended by that certain Agreement and Amendment No. 1 to Credit Agreement dated as of April 23, 2012, as amended by that certain Agreement and Amendment No. 2 to Credit Agreement dated as of November 26, 2012, as amended by that certain Agreement and Amendment No. 3 to Credit Agreement dated as of November 5, 2013, as amended by that certain Amendment No. 4 to Credit Agreement dated as of April 11, 2014, as amended by that certain Agreement and Amendment No. 5 to Credit Agreement dated as of November 17, 2014, as amended by that certain Amendment No. 6 to Credit Agreement dated as of February 12, 2015, as amended by that certain Agreement and Amendment No. 7 to Credit Agreement dated as of November 30, 2015, as amended by that certain Agreement and Amendment No. 8 to Credit Agreement dated as of April 29, 2016, as amended by that certain Amendment No. 9 to Credit Agreement dated as of May 31, 2016, as amended by that certain Amendment No. 10 to Credit Agreement dated as of August 11, 2016, and as amended by that certain Amendment No. 11 to Credit Agreement and Limited Waiver dated as of December 22, 2017 (as the same may be amended, modified or supplemented from time to time, the "Credit Agreement").

B.In connection with such Credit Agreement, Mid-Con Energy Partners, LP, a Delaware limited partnership and owner of 100% of the membership interests in the Borrower, executed and delivered that certain Guaranty dated as of December 20, 2011 (as the same may be amended, modified or supplemented from time to time, the "Guaranty") in favor of the Administrative Agent for the benefit of the Guaranteed Parties (as defined in the Guaranty) pursuant to which it became a Guarantor.

C.The Borrower has requested certain amendments to the Credit Agreement including the addition of the New Lenders to the credit facility created under the Credit Agreement and all of the Existing Lenders and New Lenders have agreed to amend the Credit Agreement on the terms and conditions set forth herein.

THEREFORE, the parties hereto hereby agree as follows:

Amendment No. 12
Mid-Con Energy Properties, LLC
Credit Agreement


 

Article I
DEFINITIONS

Section 1.01Terms Defined Above.  As used in this Amendment, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein. In addition, the following capitalized terms used in this Amendment shall have the following meanings:

Existing Lenders” means Wells Fargo Bank, National Association, Frost Bank and Royal Bank of Canada.

 

Exiting Lenders” means BOKF, NA, d/b/a The Bank of Texas, Comerica Bank, The Bank of Nova Scotia, and MUFG Union Bank, N.A.

 

Increasing Lender” means Royal Bank of Canada.

 

PRB Acquisition” means the purchase of the Oil and Gas Properties and other properties acquired by the Borrower pursuant to the PRB Acquisition Documents.

 

PRB Acquisition Documents” means (a) that certain Purchase and Sale Agreement, dated January 31, 2018, by and between the Borrower and Devon Energy Production Company, L.P. and (b) all bills of sale, assignments, agreements, instruments and documents executed and delivered in connection therewith.

 

Section 1.02Terms Defined in the Credit Agreement.  Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, unless expressly provided to the contrary.

Section 1.03Other Definitional Provisions.  The words "hereby", "herein", "hereinafter", "hereof", "hereto" and "hereunder" when used in this Amendment shall refer to this Amendment as a whole and not to any particular Article, Section, subsection or provision of this Amendment.  Section, subsection and Schedule references herein are to such Sections, subsections and Schedules to this Amendment unless otherwise specified.  All titles or headings to Articles, Sections, subsections or other divisions of this Amendment or the schedules hereto, if any, are only for the convenience of the parties and shall not be construed to have any effect or meaning with respect to the other content of such Articles, Sections, subsections, other divisions or schedules, such other content being controlling as the agreement among the parties hereto.  Whenever the context requires, reference herein made to the single number shall be understood to include the plural; and likewise, the plural shall be understood to include the singular.  Words denoting gender shall be construed to include the masculine, feminine and neuter, when such construction is appropriate; and specific enumeration shall not exclude the general but shall be construed as cumulative.  Definitions of terms defined in the singular or plural shall be equally applicable to the plural or singular, as the case may be, unless otherwise indicated.

 

 

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Amendment No. 12
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Credit Agreement

 


 

Section 1.04Incorporation by Reference. The Recitals to this Amendment are incorporated herein by reference and made a part hereof for all purposes as though set forth in this Amendment verbatim.

Article II
AMENDMENTS

Section 2.01Amendments to Credit Agreement.  The Credit Agreement, including the Schedules and Exhibits thereto, as applicable, is hereby amended (i) to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and (ii) to add the double-underlined text (indicated textually in the same manner as the following example:  double-underlined text) as set forth in the compiled copy of the Credit Agreement attached as Exhibit A hereto.

Article III
LIMITED WAIVER

Section 3.01Limited Waiver.  Subject to the conditions precedent set forth in Article V hereof, Administrative Agent and the Lenders hereby waive any Default or Event of Default that occurred as a result of Borrower’s failure to maintain the ratios required under Section 7.13 of the Credit Agreement for the fiscal quarter ending September 30, 2017.

Article IV
REPRESENTATIONS AND WARRANTIES

Section 4.01Borrower Representations and Warranties.  The Borrower represents and warrants that (a) the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the Effective Date (defined below) as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and (b) the Liens under the Security Documents are valid and subsisting and secure Borrower's obligations under the Loan Documents.

Section 4.02Guarantor's Representations and Warranties.  Guarantor represents and warrants that (a) the representations and warranties of Guarantor contained in the Guaranty and the representations and warranties contained in the other Loan Documents to which Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (b) no Default or Event of Default has occurred which is continuing; and (c) the Liens under the Security Documents to which Guarantor is a party are valid and subsisting and secure Guarantor's obligations under the Loan Documents.

 

 

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Amendment No. 12
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Credit Agreement

 


 

Article V
CONDITIONS; ETC.

Section 5.01The Credit Agreement shall be amended as provided herein upon the date all of the following conditions precedent have been met (the "Effective Date"):

(a)The Administrative Agent's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders party hereto:

(i)counterparts of this Amendment executed by the Borrower, the Administrative Agent, and each of the Lenders, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;

(ii)executed original Notes, if any, requested by the New Lenders made by the Borrower payable to such requesting New Lender in the amount of such New Lender’s respective Commitment;

(iii)such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Amendment and the other Loan Documents to which the Borrower is a party or is to be a party;

(iv)such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Change;

(v)a certificate signed by an Authorized Officer of the Borrower as of the Effective Date certifying that:

(A)to the knowledge of such responsible officer, as of the Effective Date, all the conditions precedent set forth in Section 5.01 of this Amendment have been satisfied or waived; and

(B)there has been no event or circumstance since December 31, 2016, that has had or that could be reasonably be expected to have, either individually or in the aggregate, a Material Adverse Change; and

 

 

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Credit Agreement

 


 

(vi)a representation certificate of an Authorized Officer of the Borrower certifying, as of the Effective Date, as to the value of Oil and Gas Properties constituting part of the Mortgaged Property as a percentage of the value of all Oil and Gas Properties of the Borrower, such valuation to be based upon the most recent Reserve Report and other acquisition-related information available to such officer;

(b)All of the information (other than projections) made available by the Borrower to the Administrative Agent prior to the Effective Date shall be complete and correct in all material respects, and no changes or developments shall have occurred, and no new or additional information shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower after October 31, 2017 that (A) either individually or in the aggregate could reasonably be expected to have a Material Adverse Change or (B) purports to adversely affect the Loan Documents or the rights of the Lenders thereunder;

(c)The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) that the Borrower has consummated the PRB Acquisition in accordance with the terms of the PRB Acquisition Documents in all material respects and has acquired substantially all of the Oil and Gas Properties and other properties contemplated by the PRB Acquisition Documents, subject only to the filing or recording of applicable conveyance documents; and (ii) as to such other related documents and information as the Administrative Agent shall have reasonably requested;

(d)The Administrative Agent shall have received evidence satisfactory to it that all Liens on the Oil and Gas Properties acquired pursuant to the PRB Acquisition Documents (other than Liens permitted by Section 7.2 of the Credit Agreement) have been released or terminated, subject only to the filing or recording of applicable terminations and releases;

(e)The Borrower shall have received the cash proceeds of the 2018 Preferred Units;

(f)After giving pro forma effect to the transactions contemplated by this Amendment, Facility Usage will not exceed $93,000,000; and

(g)The Borrower shall have paid all commitment, facility, agency and other fees required to be paid and then due to Administrative Agent or any Lender pursuant to any Loan Documents or any commitment letter or agreement heretofore entered into, and payment of all expenses for which invoices have been presented prior to the Effective Date.

Without limiting the generality of the provisions of Section 10.1 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to 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 notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

 

 

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Section 5.02Attorneys' Fees and Expenses.  The Borrower shall have paid or reimbursed the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the fees and disbursements of the Administrative Agent's outside legal counsel, in each case, pursuant to all invoices of the Administrative Agent and/or such counsel presented to the Borrower for payment prior to the Effective Date.

Article VI
POST-CLOSING Covenants

Section 6.01Hedging Requirements.  Within three (3) Business Days following the Effective Date, the Borrower shall deliver to Administrative Agent evidence satisfactory to Administrative Agent that the Borrower is in compliance with the hedging requirements set forth in Section 6.23 of the Credit Agreement, as amended by this Amendment, and any incremental volumes hedged in order to be in compliance with Section 6.23 shall be swaps.

Section 6.02Mortgage and Title.  Within ten (10) Business Days following the Effective Date (or such longer period as may be agreed to by the Administrative Agent), the Borrower shall deliver to the Administrative Agent such Security Documents and related title opinions and/or other title information and data acceptable to the Administrative Agent as are necessary for the Borrower to be in compliance with Section 6.15 of the Credit Agreement.

Article VII
NEW LENDERS

Section 7.01Assignment and Assumption.  For an agreed consideration, each Exiting Lender hereby irrevocably sells and assigns to the New Lenders and the Increasing Lender, and the New Lenders and the Increasing Lender, severally and not jointly, hereby irrevocably purchase and assume from each of the Exiting Lenders, subject to and in accordance with the terms and conditions of this Article VII and the Credit Agreement, as of the Effective Date (as defined in Article V hereof) (i) all of each Exiting Lender's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent required to result in each of the New Lenders having the Maximum Credit Amount, Commitment and Percentage Share identified on Schedule 1 attached to this Amendment (including, without limitation, the Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable Law, all claims, suits, causes of action and any other right of such Exiting Lender (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest").  Such sale and assignment is without recourse

 

 

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to the Exiting Lenders and, except as expressly provided in this Article VII, without representation or warranty by the Exiting Lenders. On the Effective Date, the Maximum Credit Amount, Commitment and Percentage Share of each Lender shall be as set forth on Schedule 1 attached hereto, and each Exiting Lender is released of its Commitment and all other obligations under the Credit Agreement.

Section 7.02New Lender Agreement.  Each New Lender:

(a)represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest assigned to it, it shall have the obligations of a Lender thereunder and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.2 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the Assigned Interest assigned to it on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any Existing Lender;

(b)agrees that (i) it will, independently and without reliance on the Administrative Agent, any Existing Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender;

(c)appoints and authorizes Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent thereby, together with such powers and discretion as are reasonably incidental thereto; and

(d)specifies as its Applicable Lending Office and (address for notices) the office(s) set forth beneath its name on Schedule 1 "Lenders Schedule" attached to this Amendment.

Section 7.03Existing Lender Representations and Warranties.  Each Existing Lender:

(a)represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest being assigned by it to each New Lender, (ii) the Assigned Interest being assigned by such Existing Lender to such New Lender is free and clear of any lien, encumbrance or other adverse claim created by such Existing Lender and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and

 

 

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(b)assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Section 7.04Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the respective Existing Lender for amounts which have accrued to but excluding the Effective Date and to each of the New Lenders for amounts which have accrued from and after the Effective Date.

Article VIII
MISCELLANEOUS

Section 8.01Effect on Loan Documents; Acknowledgements.

(a)Each of the Borrower, the Guarantor, Administrative Agent, the LC Issuers and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement and each other Loan Document, as amended hereby, and acknowledges and agrees that the Credit Agreement and each other Loan Document, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement and the other Loan Documents are not impaired in any respect by this Amendment.

(b)From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Amendment.

(c)This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents.  Without limiting the foregoing, any breach of representations, warranties, and covenants under this Amendment shall be a Default under the Credit Agreement, subject to all applicable cure or grace periods provided for under the Credit Agreement.

(d)Captions.  Section captions used in this Amendment are for convenience only and shall not affect the construction of this Amendment.

(e)Administrative Agent, LC Issuer and Lenders Make No Representations or Warranties. None of the Administrative Agent, the LC Issuer nor any Lender (a) makes any representation or warranty nor assumes any responsibility with respect to any statements, warranties, or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement, the Loan Documents, or any other instrument or document furnished pursuant

 

 

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thereto or (b) makes any representation or warranty nor assumes any responsibility with respect to the financial condition of the Borrower or any other Person or the performance or observance by such Persons of any of their obligations under the Loan Documents, or any other instrument or document furnished pursuant thereto.

Section 8.02Reaffirmation of the Guaranty.  Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty are in full force and effect and that Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, of the Guaranteed Obligations (as defined in the Guaranty), as such Guaranteed Obligations may have been amended by this Agreement, and its execution and delivery of this Amendment does not indicate or establish an approval or consent requirement by Guarantor under the Guaranty in connection with the execution and delivery of amendments to the Credit Agreement, the Notes or any of the other Loan Documents (other than the Guaranty or any other Loan Document to which Guarantor is a party).

Section 8.03Counterparts.  This Amendment may be separately executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same agreement.  This Amendment shall become effective when it shall have been executed by Administrative Agent and when Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  This Amendment may be transmitted and/or signed by facsimile, telecopy or electronic mail.  The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all Restricted Persons and Lender Parties.  The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

Section 8.04Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Credit Agreement.

Section 8.05Invalidity.  In the event that any one or more of the provisions contained in this Amendment shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment.

Section 8.06Governing Law.  This Amendment shall be deemed to be a contract made under and shall be governed by, construed and enforced in accordance with the laws of the State of New York and the laws of the United States, without regard to principles of conflicts of laws.

 

 

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Section 8.07RELEASE. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Credit Party hereby, for itself and its successors and assigns, fully and without reserve, releases, acquits, and forever discharges each of the Lender Parties and each Lender Counterparty, its respective successors and assigns, officers, directors, employees, representatives, trustees, attorneys, agents and affiliates (collectively the "Released Parties" and individually a "Released Party") from any and all actions, claims, demands, causes of action, judgments, executions, suits, liabilities, costs, damages, expenses or other obligations of any kind and nature whatsoever, direct and/or indirect, at law or in equity, whether now existing or hereafter asserted, whether absolute or contingent, whether due or to become due, whether disputed or undisputed, whether known or unknown (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY) (collectively, the "Released Claims"), for or because of any matters or things occurring, existing or actions done, omitted to be done, or suffered to be done by any of the Released Parties, in each case, on or prior to the effective date of this Amendment and are in any way directly or indirectly arising out of or in any way connected to any of this Amendment, the Credit Agreement or any other Loan Document (collectively, the "Released Matters").  In entering into this Amendment, each Credit Party consulted with, and has been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 5.07 shall survive the termination of this Amendment, the Credit Agreement and the other Loan Documents and payment in full of the Obligations.

Section 8.08Entire Agreement.  THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[The remainder of this page has been left blank intentionally.]

 

 

 

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EXECUTED to be effective as of the date first above written.

 

BORROWER:

 

 

 

MID-CON ENERGY PROPERTIES, LLC, a

Delaware limited liability company

 

 

 

By:

 

Mid-Con Energy Partners, LP, a

 

 

Delaware limited partnership, its

 

 

Sole Member

 

 

 

By:

 

Mid-Con Energy GP, LLC, a

 

 

Delaware limited liability company,

 

 

Its General Partner

 

By:

 

/s/Jeffrey R. Olmstead

 

 

Jeffrey R. Olmstead

 

 

President and Chief Executive Officer

 

GUARANTOR:

 

 

 

MID-CON ENERGY PARTNERS, LP, a

Delaware limited partnership

 

 

 

By:

 

Mid-Con Energy GP, LLC, a

 

 

Delaware limited liability company,

 

 

Its General Partner

 

By:

 

/s/Jeffrey R. Olmstead

 

 

Jeffrey R. Olmstead

 

 

President and Chief Executive Officer

 


 

 

Signature Page  1

 

 

 

Amendment No. 12
Mid-Con Energy Properties, LLC
Credit Agreement

 

 


 

 

ADMINISTRATIVE AGENT AND COLLATERAL AGENT:

 

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Administrative Agent, as Collateral Agent, as an LC Issuer and as a Lender

 

 

 

By:

 

/s/ John Mammen

Name:

 

John Mammen

Title:

 

Director

 


 

 

Signature Page  2

 

 

 

Amendment No. 12
Mid-Con Energy Properties, LLC
Credit Agreement

 

 


 

 

LENDERS:

 

 

 

ROYAL BANK OF CANADA

as a Lender

 

 

 

By:

 

/s/ Don J. McKinnerney

Name:

 

Don J. McKinnerney

Title:

 

Authorized Signatory


 

 

Signature Page  3

 

 

 

Amendment No. 12
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FROST BANK,

as a Lender

 

 

 

By:

 

/s/ Alex ZemKoski

Name:

 

Alex ZemKoski

Title:

 

Senior Vice President

 

 


 

 

Signature Page  4

 

 

 

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FIFTH THIRD BANK,

as a Lender

 

 

 

By:

 

/s/ Thomas Kleiderer

Name:

 

Thomas Kleiderer

Title:

 

Director

 

 


 

 

Signature Page  5

 

 

 

Amendment No. 12
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CIT BANK, N.A.,

as a Lender

 

 

 

By:

 

/s/ Katya Evseev

Name:

 

Katya Evseev

Title:

 

Vice President

 

 


 

 

Signature Page  6

 

 

 

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CADENCE BANK,

as a Lender

 

 

 

By:

 

/s/ Anthony Blanco

Name:

 

Anthony Blanco

Title:

 

Senior Vice President

 


 

 

Signature Page  7

 

 

 

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WEST TEXAS NATIONAL BANK,

as a Lender

 

 

 

By:

 

/s/ Thomas E. Stelmar, Jr.

Name:

 

Thomas E. Stelmar, Jr.

Title:

 

Senior Vice President

 


 

 

Signature Page  8

 

 

 

Amendment No. 12
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BOKF, NA, d/b/a The Bank of Texas,

as an Exiting Lender

 

 

 

By:

 

/s/ Mynan C. Feldman

Name:

 

Mynan C. Feldman

Title:

 

Senior Vice President

 

 


 

 

Signature Page  9

 

 

 

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COMERICA BANK,

as an Exiting Lender

 

 

 

By:

 

/s/ Cassandra M. Lucas

Name:

 

Cassandra M. Lucas

Title:

 

Portfolio Manager

 


 

 

Signature Page  10

 

 

 

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THE BANK OF NOVA SCOTIA, HOUSTON BRANCH,

as an Exiting Lender

 

 

 

By:

 

/s/ Alan Dawson

Name:

 

Alan Dawson

Title:

 

Director


 

 

Signature Page  11

 

 

 

Amendment No. 12
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Credit Agreement

 

 


 

 

MUFG UNION BANK, N.A.,

as an Exiting Lender

 

 

 

By:

 

/s/ Rachel Bowman

Name:

 

Rachel Bowman

Title:

 

Vice President

 

 

 

 

 

Signature Page  12

 

 

 

Amendment No. 12
Mid-Con Energy Properties, LLC
Credit Agreement

 

 


 

Schedule 1

UPDATED LENDERS SCHEDULE

Lender

Maximum Credit Amount

Commitment

Percentage Share

WELLS FARGO BANK, NATIONAL ASSOCIATION

$49,410,636

$24,705,318

19.7642544%

Domestic Lending Office and Eurodollar

Lending Office Address:

 

Wells Fargo Bank, N.A.

1445 Ross Avenue, Suite 4500

Dallas, Texas 75202

Attention: Jason M. Hicks

Telephone: (214) 721-8214

Facsimile: (214) 721-8215

 

 

 

 

FROST BANK

$49,410,636

$24,705,318

19.7642544%

Domestic Lending Office and Eurodollar

Lending Office Address:

 

100 West Houston Street

San Antonio, TX 78296

Attention: Alex Zemkoski

Telephone: (817) 420-5090

Facsimile: (817) 420-5250

 

 

 

FIFTH THIRD BANK

$40,000,000

$20,000,000

16.0000000%

Domestic Lending Office and Eurodollar

Lending Office Address:

 

Fifth Third Bank

1001 Fannin Street, Suite 4750

Houston, TX 77002

Attention: Thomas Kleiderer

Telephone: 713-401-6103

Facsimile: 713-658-0078

 

 

 

 

CADENCE BANK

$30,000,000

$15,000,000

12.0000000%

Domestic Lending Office and Eurodollar

Lending Office Address:

 

Cadence Bank

2800 Post Oak Boulevard

Suite 3800

Houston, TX 77056

Attention: Jeanne Patterson

Telephone: 713-871-4081

 

 

 

 

 

Schedule 1 – Page 1


 

CIT BANK, N.A.

 

$30,000,000

$15,000,000

12.0000000%

Domestic Lending Office and Eurodollar

Lending Office Address:

 

CIT Bank, N.A.

134 Wooding Avenue

Danville,  VA 24541

Attention: Melanie Livengood

Telephone: 434-791-6235

Facsimile: 888-209-0206

 

 

 

 

WEST TEXAS NATIONAL BANK

 

$30,000,000

$15,000,000

12.0000000%

Domestic Lending Office and Eurodollar

Lending Office Address:

 

West Texas National Bank

200 Crescent Court, Suite 820

Dallas, Texas 75201

Attention: Thomas Stelmar

Telephone: 214-459-4760

Facsimile: 214-953-3989

 

 

 

 

ROYAL BANK OF CANADA

$21,178,728

$10,589,364

8.4714912%

Domestic Lending and Eurodollar

Lending Office Address:

 

Royal Bank of Canada

New York Branch

One Liberty Plaza, 3rd Floor

New York, New York 10006-1404

Attention: Manager, Loans Administration

Telephone: (212) 428-6332

Facsimile: (212) 428-2372

 

 

 

 

For matters related to letters of credit:

Attention: Manager, Trade Products

Telephone: (212) 428-6235

Facsimile: (212) 428-3015

 

 

 

 

TOTAL:

$250,000,000.00

$125,000,000.00

100%

 

 

Schedule 1 – Page 2


 

 

EXHIBIT A TO AMENDMENT NO. 1112 TO CREDIT AGREEMENT

 

COMPILED CREDIT AGREEMENT

Amendment No. 1 – April 23, 2012
Amendment No. 2 – November 26, 2012
Amendment No. 3 – November 5, 2013
Amendment No. 4 – April 11, 2014
Amendment No. 5 – November 17, 2014
Amendment No. 6 – February 12, 2015
Amendment No. 7 – November 30, 2015
Amendment No. 8 – April 29, 2016
Amendment No. 9 – May 31, 2016
Amendment No. 10 – August 11, 2016
Amendment No. 11 – December 22, 2017
Amendment No. 12 – January 31, 2018

____________________________________________________



MID-CON ENERGY PROPERTIES, LLC

as Borrower


and


WELLS FARGO BANK, NATIONAL ASSOCIATION
as Administrative Agent and Collateral Agent

and

CERTAIN FINANCIAL INSTITUTIONS

as Lenders

____________________________________________________

WELLS FARGO SECURITIES, LLC

As Sole Arranger and Bookrunner

Originally dated December 20, 2011

 

 

 

 

Mid-Con Energy Properties, LLC

Compiled Credit Agreement


 

TABLE OF CONTENTS

 

 

 

Page

ARTICLE I - Definitions and References

 

1

 

 

Section 1.1

 

Defined Terms

 

1

 

 

Section 1.2

 

Exhibits and Schedules; Additional Definitions

 

25

 

 

Section 1.3

 

Amendment of Defined Instruments

 

25

 

 

Section 1.4

 

Terms Generally; References and Titles

 

25

 

 

Section 1.5

 

Calculations and Determinations

 

25

 

 

Section 1.6

 

Joint Preparation; Construction of Indemnities and Releases

 

26

ARTICLE II - The Loans and Letters of Credit

 

26

 

 

Section 2.1

 

Commitment to Lend; Notes

 

26

 

 

Section 2.2

 

Requests for Loans

 

22

 

 

Section 2.3

 

Continuations and Conversions of Existing Loans

 

27

 

 

Section 2.4

 

Use of Proceeds

 

28

 

 

Section 2.5

 

Interest Rates and Fees

 

28

 

 

Section 2.6

 

Optional Prepayments

 

29

 

 

Section 2.7

 

Mandatory Prepayments

 

30

 

 

Section 2.8

 

Initial Borrowing Base

 

31

 

 

Section 2.9

 

Subsequent Determinations of Borrowing Base

 

31

 

 

Section 2.10

 

Borrower's Reduction of Borrowing Base

 

32

 

 

Section 2.11

 

Letters of Credit

 

32

 

 

Section 2.12

 

Requesting Letters of Credit

 

33

 

 

Section 2.13

 

Reimbursement and Participations

 

34

 

 

Section 2.14

 

Letter of Credit Fees

 

35

 

 

Section 2.15

 

No Duty to Inquire

 

37

 

 

Section 2.16

 

Cash Collateral

 

37

 

 

Section 2.17

 

Obligations of Lenders Several

 

38

 

 

Section 2.18

 

Defaulting Lenders

 

39

ARTICLE III - Payments to Lenders

 

40

 

 

Section 3.1

 

General Procedures

 

40

 

 

Section 3.2

 

Increased Costs

 

41

 

 

Section 3.3

 

Illegality

 

43

 

 

Section 3.4

 

Funding Losses

 

43

 

 

Section 3.5

 

Taxes

 

43

 

 

Section 3.6

 

Alternative Rate of Interest

 

46

 

 

Section 3.7

 

Mitigation Obligations; Replacement of Lenders

 

46

 

 

Section 3.8

 

Payments by Borrower; Presumptions by Agent

 

47

ARTICLE IV - Conditions Precedent

 

47

 

 

Section 4.1

 

Conditions Precedent to Closing

 

47

 

 

Section 4.2

 

Additional Conditions Precedent

 

49

ARTICLE V - Representations and Warranties

 

50

 

 

Section 5.1

 

No Default

 

50

 

 

Section 5.2

 

Organization and Good Standing

 

50

 

 

Section 5.3

 

Authorization

 

51

 

 

i

 

 

 

Mid-Con Energy Properties, LLC

Compiled Credit Agreement

 


 

 

 

Section 5.4

 

No Conflicts or Consents

 

51

 

 

Section 5.5

 

Enforceable Obligations

 

51

 

 

Section 5.6

 

Initial Proforma Financial Statements

 

51

 

 

Section 5.7

 

[Reserved]

 

51

 

 

Section 5.8

 

Full Disclosure

 

51

 

 

Section 5.9

 

Litigation

 

52

 

 

Section 5.10

 

Labor Disputes and Acts of God

 

52

 

 

Section 5.11

 

ERISA Plans and Liabilities

 

52

 

 

Section 5.12

 

Environmental and Other Laws

 

52

 

 

Section 5.13

 

Names and Places of Business

 

53

 

 

Section 5.14

 

Borrower’s Subsidiaries

 

53

 

 

Section 5.15

 

Title to Properties; Licenses

 

53

 

 

Section 5.16

 

Government Regulation

 

53

 

 

Section 5.17

 

Insider

 

54

 

 

Section 5.18

 

Solvency

 

54

 

 

Section 5.19

 

Leases and Contracts; Performance of Obligations

 

54

 

 

Section 5.20

 

Sale of Production

 

54

 

 

Section 5.21

 

Operation of Oil and Gas Properties

 

55

 

 

Section 5.22

 

Ad Valorem and Severance Taxes

 

55

 

 

Section 5.23

 

Hedging Contracts

 

55

 

 

Section 5.24

 

Anti-Terrorism; Anti-Money Laundering; Etc

 

55

 

 

Section 5.25

 

EEA Financial Institutions

 

56

ARTICLE VI - Affirmative Covenants

 

56

 

 

Section 6.1

 

Payment and Performance

 

56

 

 

Section 6.2

 

Books, Financial Statements and Reports

 

56

 

 

Section 6.3

 

Other Information and Inspections

 

58

 

 

Section 6.4

 

Notice of Material Events and Change of Address

 

59

 

 

Section 6.5

 

Maintenance of Properties

 

59

 

 

Section 6.6

 

Maintenance of Existence and Qualifications

 

60

 

 

Section 6.7

 

Payment of Trade Liabilities, Taxes, etc

 

60

 

 

Section 6.8

 

Insurance

 

60

 

 

Section 6.9

 

Performance on Borrower’s Behalf

 

60

 

 

Section 6.10

 

Interest

 

61

 

 

Section 6.11

 

Compliance with Agreements and Law

 

61

 

 

Section 6.12

 

Environmental Matters; Environmental Reviews

 

61

 

 

Section 6.13

 

Evidence of Compliance

 

62

 

 

Section 6.14

 

Agreement to Deliver Security Documents

 

62

 

 

Section 6.15

 

Additional Collateral

 

62

 

 

Section 6.16

 

Perfection and Protection of Security Interests and Liens

 

63

 

 

Section 6.17

 

Bank Accounts; Offset

 

63

 

 

Section 6.18

 

Production Proceeds

 

63

 

 

Section 6.19

 

Mortgaged Property Covenants

 

64

 

 

Section 6.20

 

Leases and Contracts; Performance of Obligations

 

65

 

 

Section 6.21

 

Representation to Continue to be True

 

65

 

 

Section 6.22

 

Guaranties of Borrower’s Subsidiaries

 

65

 

 

Section 6.23

 

Hedging Contracts

 

66

 

 

ii

 

 

 

Mid-Con Energy Properties, LLC

Compiled Credit Agreement

 


 

ARTICLE VII - Negative Covenants

 

66

 

 

Section 7.1

 

Indebtedness

 

66

 

 

Section 7.2

 

Limitation on Liens

 

67

 

 

Section 7.3

 

Hedging Contracts

 

68

 

 

Section 7.4

 

Limitation on Mergers, Issuances of Securities

 

70

 

 

Section 7.5

 

Limitation on Sales of Property

 

70

 

 

Section 7.6

 

Limitation on Restricted Payments

 

71

 

 

Section 7.7

 

Limitation on Investments; Nature of Business

 

71

 

 

Section 7.8

 

Limitation on Credit Extensions

 

73

 

 

Section 7.9

 

Transactions with Affiliates

 

73

 

 

Section 7.10

 

Prohibited Contracts; Multiemployer ERISA Plans

 

73

 

 

Section 7.11

 

Subsidiaries

 

74

 

 

Section 7.12

 

Current Ratio

 

74

 

 

Section 7.13

 

Leverage Ratio

 

74

 

 

Section 7.14

 

Amendments to Organizational Documents

 

75

ARTICLE VIII - Events of Default and Remedies

 

75

 

 

Section 8.1

 

Events of Default

 

75

 

 

Section 8.2

 

Remedies

 

77

 

 

Section 8.3

 

Application of Proceeds after Acceleration

 

77

ARTICLE IX - Administrative Agent and Collateral Agent

 

78

 

 

Section 9.1

 

Appointment and Authority

 

78

 

 

Section 9.2

 

Exculpation, Administrative Agent’s and Collateral Agent’s Reliance, Etc

 

79

 

 

Section 9.3

 

Reliance by Administrative Agent and Collateral Agent

 

80

 

 

Section 9.4

 

Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders

 

80

 

 

Section 9.5

 

Rights as a Lender

 

80

 

 

Section 9.6

 

Sharing of Set-Offs and Other Payments

 

80

 

 

Section 9.7

 

Investments

 

81

 

 

Section 9.8

 

Resignation of Administrative Agent and Collateral Agent

 

81

 

 

Section 9.9

 

Delegation of Duties

 

82

 

 

Section 9.10

 

No Other Duties

 

82

 

 

Section 9.11

 

Administrative Agent May File Proofs of Claim

 

82

 

 

Section 9.12

 

Guaranty Matters

 

83

 

 

Section 9.13

 

Collateral Matters

 

83

 

 

Section 9.14

 

Lender Hedging Obligations

 

85

ARTICLE X - Miscellaneous

 

85

 

 

Section 10.1

 

Waivers and Amendments; Acknowledgements

 

85

 

 

Section 10.2

 

Survival of Agreements; Cumulative Nature

 

87

 

 

Section 10.3

 

Notices; Effectiveness; Electronic Communication

 

87

 

 

Section 10.4

 

Expenses; Indemnity; Damage Waiver

 

88

 

 

Section 10.5

 

Successors and Assigns; Joint and Several Liability

 

90

 

 

Section 10.6

 

Confidentiality

 

93

 

 

Section 10.7

 

Governing Law; Submission to Process

 

93

 

 

Section 10.8

 

Limitation on Interest

 

94

 

 

Section 10.9

 

Termination; Limited Survival

 

95

 

 

iii

 

 

 

Mid-Con Energy Properties, LLC

Compiled Credit Agreement

 


 

 

 

Section 10.10

 

Severability

 

95

 

 

Section 10.11

 

Counterparts

 

95

 

 

Section 10.12

 

Waiver of Jury Trial, Punitive Damages, etc

 

96

 

 

Section 10.13

 

USA PATRIOT Act Notice

 

96

 

 

Section 10.14

 

Right of Set-Off

 

96

 

 

Section 10.15

 

Acknowledgement and Consent to Bail-In of EEA Financial Institutions

 

97

Schedules and Exhibits:

 

Schedule 1

-Lenders Schedule

Schedule 2

-Disclosure Schedule

Schedule 3

-Security Schedule

Schedule 4

-Insurance Schedule

Schedule 5

-Existing Hedges

Schedule 7.1

-Additional Permitted Indebtedness

Schedule 7.2

-Additional Permitted Liens

 

 

Exhibit A

-Promissory Note

Exhibit B

-Borrowing Notice

Exhibit C

-Continuation/Conversion Notice

Exhibit D

-Repayment Notice

Exhibit E

-Certificate Accompanying Financial Statements

Exhibit F

-Assignment and Assumption

 

 

 

 

iv

 

 

 

Mid-Con Energy Properties, LLC

Compiled Credit Agreement

 


EXHIBIT 10.1

 

CREDIT AGREEMENT

THIS CREDIT AGREEMENT originally made as of December 20, 2011, by and among MID-CON ENERGY PROPERTIES, LLC, a Delaware limited liability company (herein called “Borrower”),  ROYAL BANK OF CANADA (herein called “Predecessor Administrative Agent”) and the Lenders originally party thereto, as amended from time to time including pursuant to Amendment No. 7 (defined below) pursuant to which Predecessor Administrative Agent resigned as Administrative Agent, the Predecessor Collateral Agent resigned Collateral Agent and Wells Fargo Bank, National Association was appointed and became Administrative Agent, Collateral Agent and an LC Issuer.  In consideration of the mutual covenants and agreements contained herein the parties hereto agree as follows:

Definitions and References

Defined Terms.  As used in this Agreement, each of the following terms has the meaning given to such term in this Section 1.1 or in the sections and subsections referred to below:

"2016 Preferred Units" means the MLP's units of convertible Equity issued in exchange for up to $25,000,000 of cash, with (i) a five-year conversion term, (ii)  quarterly distributions payable (x) in cash at an annual rate of 8% or (y) in the event that this Agreement prevents payment of a cash distribution, in kind (PIK Units) at an annual rate of 10%, (iii) a $2.15 per unit conversion price at the option of holder, (iv) customary registration rights, (v) a mandatory redemption for cash provision at the holder's election on the fifth anniversary of issuance, (vi) a $50,000 per quarter monitoring fee, and (vii) otherwise on terms and conditions satisfactory to the Administrative Agent.

“2018 Preferred Units” means the MLP’s units of convertible Equity issued in exchange for up to $15,000,000 of cash, with (i) a five-year conversion term from the Closing Date of the 2016 Preferred Units, (ii)  quarterly distributions payable (x) in cash at an annual rate of 8% or (y) in the event that this Agreement prevents payment of a cash distribution, in kind (PIK Units) at an annual rate of 10%, (iii) a $1.53 per unit conversion price at the option of holder, (iv) customary registration rights, (v) a mandatory redemption for cash provision at the holder’s election on the fifth anniversary from the Closing Date of the 2016 Preferred Units, (vi) a $30,000 per quarter monitoring fee, and (vii) otherwise on terms and conditions satisfactory to the Administrative Agent.

Adjusted Base Rate” means, on any day, the Base Rate for such day plus the Base Rate Margin for such day, provided that the Adjusted Base Rate charged by any Person shall never exceed the Highest Lawful Rate.

Adjusted Eurodollar Rate” means, for any Eurodollar Loan for any day during any Interest Period therefor, the rate per annum equal to the sum of (a) the Eurodollar Margin for such day plus (b) the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by Administrative Agent to be equal to the quotient obtained by dividing (i) the Eurodollar Rate for such Eurodollar Loan for such Interest Period by (ii) 1 minus the Reserve Requirement for such Eurodollar Loan for such Interest Period, provided that no Adjusted Eurodollar Rate charged by any Person shall ever exceed the Highest Lawful Rate.  The Adjusted Eurodollar Rate for any Eurodollar Loan shall change whenever the Eurodollar Margin or the Reserve Requirement changes.

Administrative Details Form” means an Administrative Details Form in a form supplied by Administrative Agent.

 

Mid-Con Energy Properties, LLC

Compiled Credit Agreement


EXHIBIT 10.1

 

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

Administrative Agent” means prior to the Seventh Amendment Effective Date, Royal Bank of Canada, and from and after the Seventh Amendment Effective Date means, Wells Fargo Bank, National Association, as Administrative Agent hereunder, and its successors in such capacity.

Administrative Agent's Office” means the Administrative Agent's address and, as appropriate, account as set forth on the Lenders Schedule, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

Agreement” means this Credit Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6  6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11 and Amendment No. 7.12.

Amendment No. 1 means that certain Agreement and Amendment No. 1 to Credit Agreement dated as of April 23, 2012, among the Borrower, the Guarantor, Royal Bank of Canada, as Administrative Agent, a Lender and as LC Issuer and all of the Lenders.

Amendment No. 2 means that certain Agreement and Amendment No. 2 to Credit Agreement dated as of November 26, 2012, among the Borrower, the Guarantor, Royal Bank of Canada, as Administrative Agent, a Lender and as LC Issuer and all of the Lenders.

Amendment No. 3” means that certain Agreement and Amendment No. 3 to Credit Agreement dated as of November 5, 2013, among the Borrower, the Guarantor, Royal Bank of Canada, as Administrative Agent, a Lender and as LC Issuer and all of the Lenders.

Amendment No. 4” means that certain Amendment No. 4 to Credit Agreement dated as of April 11, 2014, among the Borrower, the Guarantor, Royal Bank of Canada, as Administrative Agent, a Lender and as LC Issuer and all of the Lenders.

Amendment No. 5” means that certain Amendment No. 5 to Credit Agreement dated as of November 17, 2014, among the Borrower, the Guarantor, Royal Bank of Canada, as Administrative Agent, a Lender and as LC Issuer and all of the Lenders.

Amendment No. 6” means that certain Amendment No. 6 to Credit Agreement dated as of February 12, 2015, among the Borrower, the Guarantor, Royal Bank of Canada, as Administrative Agent, a Lender and as LC Issuer and the Required Lenders.

Amendment No. 7” means that certain Agreement and Amendment No. 7 to Credit Agreement dated as of November 30, 2015, among the Borrower, the Guarantor, Royal Bank of Canada, as resigning Administrative Agent, resigning Collateral Agent, the Required Lenders and Wells Fargo Bank, National Association, as successor Administrative Agent, successor Collateral Agent, and as an LC Issuer.

 

 

 

Mid-Con Energy Properties, LLC

Compiled Credit Agreement

 

2

 

 


 

Amendment No. 8” means that certain Amendment No. 8 to Credit Agreement dated as of April 29, 2016, among the Borrower, the Guarantor, the Lenders, and Wells Fargo Bank, N.A., as the Administrative Agent, the Collateral Agent, and an LC Issuer.

Amendment No. 9” means that certain Amendment No. 9 to Credit Agreement dated as of May 31, 2016, among the Borrower, the Guarantor, the Lenders, and Wells Fargo Bank, N.A., as the Administrative Agent, the Collateral Agent, and an LC Issuer.

Amendment No. 10” means that certain Amendment No. 10 to Credit Agreement dated as of August 11, 2016, among the Borrower, the Guarantor, the Lenders, and Wells Fargo Bank, N.A., as the Administrative Agent, the Collateral Agent, and an LC Issuer.

“Amendment No. 11” means that certain Amendment No. 11 to Credit Agreement and Limited Waiver dated as of December 22, 2017, among the Borrower, the Guarantor, the Lenders, and Wells Fargo Bank, N.A., as the Administrative Agent, the Collateral Agent, and an LC Issuer.

“Amendment No. 12” means that certain Amendment No. 12 to Credit Agreement dated as of January 31, 2018, among the Borrower, the Guarantor, the Lenders, and Wells Fargo Bank, N.A., as the Administrative Agent, the Collateral Agent, and an LC Issuer.

Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or Guarantor or their Subsidiaries from time to time concerning or relating to bribery or corruption.

Applicable Lending Office” means a Lender’s Domestic Lending Office (in the case of Base Rate Loans) and such Lender’s Eurodollar Lending Office (in the case of Eurodollar Loans).

Applicable Utilization Level” means, with respect to Loans, on any date, the level set forth below that corresponds to the percentage at the close of business on such day equivalent to the (i) aggregate amount of outstanding Facility Usage at such time divided by (ii) the Borrowing Base then in effect (the “Utilization Percentage”):

Applicable Utilization Level

Utilization Percentage

Level I

less than 25%

Level II

equal to or greater than 25%, but less than 50%

Level III

equal to or greater than 50%, but less than 75%

Level IV

equal to or greater than 75%, but less than 90%

Level V

equal to or greater than 90%, but less than 100%

Level VI

equal to or greater than 100%, but less than 110%

Level VII

equal to or greater than 110%

Approved Counterparty” means a counterparty to a Hedging Contract that at the time of entering into such Hedging Contract either (a) is a Lender Counterparty or (b) is an unsecured Person whose senior unsecured long-term debt obligations are rated A- or higher by S&P or A3 or higher by Moody’s.

 

 

 

Mid-Con Energy Properties, LLC

Compiled Credit Agreement

 

3

 

 


 

Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

Arranger” means Wells Fargo Securities, LLC.

Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.5(b)) and accepted by Administrative Agent, substantially in the form of Exhibit F or any other form approved by Administrative Agent.

Available Cash” has the meaning ascribed to such term in the MLP Partnership Agreement as in effect on the Closing Date, with such amendments thereto as consented to in writing by the Required Lenders.

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.

Base Rate” means, means for any day, the highest of (a) the variable per annum rate of interest so designated from time to time by Administrative Agent as its “ prime rate”, (b) the Federal Funds Rate plus one-half percent (0.50%) per annum, and (c) the Adjusted Eurodollar Rate (computed without inclusion of the Eurodollar Margin) for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus one percent (1.00%), provided that the Base Rate charged by any Person shall never exceed the Highest Lawful Rate; provided further, that for the avoidance of doubt, the Eurodollar Rate used to determine the Adjusted Eurodollar Rate in this definition for any day shall be based on 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 on such day.  The “prime rate” is a reference rate set by Administrative Agent in the United States and does not necessarily represent the lowest or best rate being charged to any customer.  Any change in the Base Rate due to a change in the “prime rate”, the Federal Funds Rate, or the Adjusted Eurodollar Rate shall take place immediately without notice or demand of any kind.  Notwithstanding the foregoing, if the Base Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

Base Rate Loan” means a Loan which bears interest at the Adjusted Base Rate.

 

 

 

Mid-Con Energy Properties, LLC

Compiled Credit Agreement

 

4

 

 


 

Base Rate Margin” means, on any date, the number of basis points set forth below based on the Applicable Utilization Level on such date:

Applicable Utilization Level

Base Rate Margin

Level I

100.0175.0

Level II

125.0200.0

Level III

150.0225.0

Level IV

175.0250.0

Level V

200.0275.0

Level VI

250.0

Level VII

275.0

Borrower” means Mid-Con Energy Properties, LLC, a Delaware limited liability company.

Borrowing” means a borrowing of new Loans of a single Type (and, in the case of Eurodollar Loans, with the same Interest Period) pursuant to Section 2.1 or a Continuation or Conversion of existing Loans into a single Type (and, in the case of Eurodollar Loans, with the same Interest Period) pursuant to Section 2.3.

Borrowing Base” means, at the particular time in question, either the amount provided for in Section 2.8 or the amount determined by Administrative Agent and Required Lenders (or all Lenders in the case of an increase in the Borrowing Base) in accordance with the provisions of Section 2.9.

Borrowing Base Deficiency” has the meaning given to such term in Section 2.7(b).

Borrowing Notice” means a written or telephonic request, or a written confirmation, made by Borrower which meets the requirements of Section 2.2.

Business Day” means a day, other than a Saturday or Sunday, on which commercial banks are open for business with the public in New York, New York. Any Business Day in any way relating to Eurodollar Loans (such as the day on which an Interest Period begins or ends) must also be a day on which, in the judgment of Administrative Agent, significant transactions in dollars are carried out in the interbank eurocurrency market.

Capital Lease” means, as applied to any Person, any lease of any property by such Person as lessee which would, in accordance with GAAP, be required to be classified and accounted for as a capital lease on the balance sheet of such Person.

Capital Lease Obligationof any Person means the obligations of such Person to pay rent or other amounts under Capital Leases, and the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

Cash Collateralize” means to pledge and deposit with or deliver to Administrative Agent, for the benefit of Administrative Agent or LC Issuer (as applicable) and the Lenders, as collateral for LC Obligations or obligations of Lenders to fund participations in respect of either thereof (as the context

 

 

 

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may require), cash or deposit account balances or, if LC Issuer benefitting from such collateral shall agree in its discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) Administrative Agent and (b) LC Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

Cash Equivalents” means Investments in:

(a)marketable obligations, maturing within 12 months after acquisition thereof, issued or unconditionally guaranteed by the United States or an instrumentality or agency thereof and entitled to the full faith and credit of the United States;

(b)demand deposits, and time deposits (including certificates of deposit) maturing within 12 months from the date of deposit thereof, with any office of any Lender or with a domestic office of any national or state bank or trust company which is organized under the Laws of the United States or any state therein, which has capital, surplus and undivided profits of at least $500,000,000, and whose long term certificates of deposit have at least the third highest credit rating given by either Rating Agency;

(c)repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a) above entered into with any commercial bank meeting the specifications of clause (b) above;

(d)(d)open market commercial paper, maturing within 270 days after acquisition thereof, which has the highest or second highest credit rating given by either Rating Agency; and

(e)money market or other mutual funds which have the highest or second highest credit rating given by either Rating Agency and substantially all of whose assets comprise securities of the types described in clauses (a) through (d)(d) above.

Change in Law” means the adoption of any law, rule or regulation after the date of this Agreement, any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or compliance by any Lender or the LC Issuer (or, for purposes of Section 3.2(e), by any lending office of such Lender or by such Lender’s or the LC Issuer’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (a) (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (b) (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States 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 or issued.

Change of Control” means (i) any Person, entity or group (other than a Mid-Con Entity) acquires beneficial ownership (within the meaning of Rule 13d‑3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 66 2/3% or more of the equity interests in the MLP, (ii) the MLP shall fail to own, directly or indirectly, 100% of the equity interests in the Borrower, or (iii) General Partner ceases to be the sole general partner of Borrower.

Closing Date” means the date on which all of the conditions precedent set forth in Section 4.1 and Section 4.2 shall have been satisfied or waived.

 

 

 

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Collateral” means all property of any kind which is subject to a Lien in favor of Lenders and Lender Counterparties (or in favor of Administrative Agent or Collateral Agent for the benefit of Lenders and Lender Counterparties) or which, under the terms of any Security Document, is purported to be subject to such a Lien; in each case that secures the Obligations.

Collateral Agent” means prior to the Seventh Amendment Effective Date, Royal Bank of Canada, and from and after the Seventh Amendment Effective Date means Wells Fargo Bank, National Association, in its capacity as collateral agent under any of the Security Documents, or any successor collateral agent.

Commitment” means, with respect to each Lender, the commitment of such Lender to make Loans and to acquire participations in Letters of Credit hereunder, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1 “Lenders Schedule” under the column heading “Commitment”.

Commitment Fee Rate” means, on any date, the number of basis points set forth below based on the Applicable Utilization Level on such date:

Applicable Utilization Level

Commitment Fee Rate Margin

Level I

37.550.0

Level II

37.550.0

Level III

50.0

Level IV

50.0

Level V

50.0

Level VI

50.0

Level VII

50.0

 

Commitment Period” means the period from and including the Closing Date until the Revolver Maturity Date (or, if earlier, the day on which the obligations of Lenders to make Loans hereunder and the obligations of LC Issuer to issue Letters of Credit hereunder have been terminated or the Notes first become due and payable in full).

Consolidated” refers to the consolidation of any Person, in accordance with GAAP, with its properly consolidated subsidiaries.  References herein to a Person’s Consolidated financial statements, financial position, financial condition, liabilities, etc. refer to the consolidated financial statements, financial position, financial condition, liabilities, etc. of such Person and its properly consolidated subsidiaries.

Consolidated Cash Balance” means, at any time, the aggregate amount of cash and cash equivalents, marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper, in each case, held or owned by (whether directly or indirectly), credited to the account of, or otherwise reflected as an asset on the balance sheet of, the Credit Parties.Consolidated Cash Balance Threshold” means, at any time when Facility Usage is below the Borrowing Base, $10,000,000; provided that, to the extent that the Borrowing Base exceeds $110,000,000

 

 

 

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at any time, the Consolidated Cash Balance Threshold shall be deemed to equal the sum of (x) $10,000,000 plus (y) $0.10 for every $1.00 that the Borrowing Base exceeds $110,000,000; provided, further, that, under no circumstance shall the Consolidated Cash Balance Threshold be deemed to be greater than $25,000,000; provided, further, that if, other than due to the application of the immediately preceding proviso, the Consolidated Cash Balance Threshold would have been in excess of $25,000,000, the Administrative Agent shall, promptly upon the request of the Borrower, discuss in good faith an adjustment to the Consolidated Cash Balance Threshold.

Consolidated EBITDAX” means, for each trailing four Fiscal Quarter period the sum of (i) the Consolidated Net Income of the MLP during such period, plus (ii) without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of interest expense (including realized and unrealized losses on interest rate derivative contracts) plus (iii) all income or franchise taxes, if any, payable by the MLP or its Subsidiaries which were deducted in determining, such Consolidated Net Income, plus (iv) all depreciation, amortization (including amortization of good will and debt issuance costs), depletion, exploration expense and other non-cash charges (including (1) any provision for the reduction in the carrying value of assets recorded in accordance with GAAP and including those resulting from the requirements of ASC Topics 815, 410 or 360 and unrealized losses on commodity derivative contracts and realized losses upon the early termination or other monetization of commodity derivative contracts, (2) impairment of goodwill and long-lived assets (including Oil and Gas Properties), (3) accretion of asset retirement obligations, (4) losses on sale of assets, and (5) noncash unit-based compensation expense) that were deducted in determining such Consolidated Net Income, plus (v) fees and expenses expensed and paid cash in connection with the MLP IPO and the credit facility provided under this Agreement minus, without duplication and to the extent included in the statement of such Consolidated Net Income for such period the sum of (vi) all interest income (including the realized and unrealized gains on interest rate derivative contracts), (vii) gains on sales of assets, and (viii) all non-cash items of income or gain which were included in determining such Consolidated Net Income (including (x) those resulting from the requirements of ASC Topics 815, 410 or 360 and including unrealized gains on commodity derivative contracts and realized gains upon the early termination or other monetization of commodity derivative contracts, (y) income tax benefits, and (z) unrealized gains on commodity derivative contracts).

Consolidated Excess Cash Flow” means, with respect to the Borrower on a Consolidated basis, as of any applicable date of determination thereof for the calendar month then ended, an amount equal to (a) cash receipts for such calendar month, minus (b) lease operating expenses paid during such calendar month, minus (c) Consolidated Interest Charges paid in cash during such calendar month, minus (d) amounts actually paid in cash in respect of production taxes and total federal, state, local and foreign income, and similar taxes for such calendar month, minus (e) the aggregate amount of all regularly scheduled principal payments or prepayments of Indebtedness made by Borrower and its Subsidiaries during such calendar month, minus (f) capital expenditures actually made during such month, minus (g) to the extent permitted under Section 7.15, general and administrative expenses paid during such calendar month minus (h) $150,000 of cash minus (i) prorated costs and revenues attributable to the Hugoton Basin Divestiture which was effective as of May 1, 2016 minus (j) the purchase price escrow deposit required under the PES Acquisition Agreement.

Consolidated Funded Indebtedness” means as of any date, the sum of the following (without duplication):  (a) all Indebtedness (other than the 2016 Preferred Units and the 2018 Preferred Units) which is classified as “long-term indebtedness” on a Consolidated balance sheet of the MLP and its Consolidated Subsidiaries prepared as of such date in accordance with GAAP (but excluding nominal

 

 

 

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indebtedness under interest rate Hedging Contracts) and any current maturities and other principal amount in respect of such Indebtedness due within one year but which was classified as “long-term indebtedness” at the creation thereof, (b) Indebtedness for borrowed money of the MLP and its Consolidated Subsidiaries outstanding under a revolving credit or similar agreement providing for borrowings (and renewals and extensions thereof) over a period of more than one year, notwithstanding the fact that any such borrowing is made within one year of the expiration of such agreement, (c) all Indebtedness in respect of Capital Lease Obligations of the MLP and its Consolidated Subsidiaries, and (d) other Indebtedness (other than the 2016 Preferred Units and the 2018 Preferred Units) of the MLP and its Consolidated Subsidiaries on which interest accrues.

Consolidated Interest Charges” means, for any period, all of Borrower’s Consolidated interest paid or accrued during such period on Indebtedness (including premium payments, capitalized interest, amortization of original issue discount, and the interest component of any deferred payment obligations and capital lease obligations).

Consolidated Net Income” means, for any period, the net income (or loss) of the MLP and its Consolidated Subsidiaries (including Borrower) for such period determined in accordance with GAAP.  Consolidated Net Income shall not include (i) any gain or loss from the sale of assets other than in the ordinary course of business, or (ii) any non-cash income, gains, losses or charges resulting from the requirements of ASC Topics 815, 410 or 360.

Continuation” shall refer to the continuation pursuant to Section 2.3 hereof of a Eurodollar Loan as a Eurodollar Loan from one Interest Period to the next Interest Period.

Continuation/Conversion Notice” means a written or telephonic request, or a written confirmation, made by Borrower which meets the requirements of Section 2.3.

Contributing Parties” means collectively Mid-Con Energy I, LLC, a Delaware limited liability company, and Mid-Con Energy II, LLC, a Delaware limited liability company.

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.

Conversion” shall refer to a conversion pursuant to Section 2.3 or Article III of one Type of Loan into another Type of Loan.

Credit Parties” means the Borrower and the Guarantors.

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.

Default” means (a) any Event of Default and (b) any default, event or condition which would, with the giving of any requisite notices or the passage of any requisite periods of time, or both, constitute an Event of Default.

 

 

 

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Default Rate” means, at the time in question (a) with respect to any Base Rate Loan, the rate per annum equal to two percent (2%) above the Adjusted Base Rate then in effect for such Loan, and (b) with respect to any Eurodollar Loan, the rate per annum equal to two percent (2%) above the Adjusted Eurodollar Rate then in effect for such Loan, provided in each case that no Default Rate charged by any Person shall ever exceed the Highest Lawful Rate.

Defaulting Lender” means any Lender (i) which has defaulted in its obligation to fund Loans hereunder within three Business Days of the date required to be funded by it hereunder, (ii) which has failed to fund any portion of its participations in LC Obligations required to be funded by it hereunder within three Business Days of the date required to be funded by it hereunder, (iii) which has otherwise failed to pay over to Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, (iv) which has notified the Borrower, the Administrative Agent or any Lender, in writing, or has made a public statement to the effect, that such Lender does not intend or expect to comply with any of its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (v) which has failed, within 3 business days after request by the Administrative Agent or the Borrower to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (v) upon receipt of such certification in form and substance satisfactory to the Administrative Agent and the Borrower, or (vi) which becomes, or has a parent that has (a) become insolvent or the subject of a proceeding under any Debtor Relief Law (other than Governmental Authority ownership of such Lender or such Lender’s parent entity controlling such Lender) or (b) become the subject of a Bail-In Action.

Determination Date” has the meaning given to such term in Section 2.9.

Disclosure Report” means either a notice given by Borrower under Section 6.4 or a certificate given by Borrower’s chief financial officer under Section 6.2(b).

Disclosure Schedule” means Schedule 2 hereto.

Dollar” and “$” means lawful money of the United States.

Domestic Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” below its name on the Lenders Schedule, or such other office as such Lender may from time to time specify to Borrower and Administrative Agent; with respect to LC Issuer, the office, branch or agency through which it issues Letters of Credit; and, with respect to Administrative Agent, the office, branch, or agency through which it administers this Agreement.

Eighth Amendment Effective Date” means the date Amendment No. 8 by its terms becomes effective.

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 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.

 

 

 

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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.

Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by (i) Administrative Agent, (ii) in the case of any assignment of a Commitment, LC Issuer, and (iii) unless a Default has occurred and is continuing, Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (x) Borrower or any of Borrower’s Affiliates or Subsidiaries or (y) any Person organized outside the United States if Borrower would be required to pay withholding taxes on interest or principal owed to such Person.

Engineering Report” means the Initial Engineering Report and each engineering report delivered pursuant to Section 6.2.

Environmental Laws” means any and all Laws relating to the environment or to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment including ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.

Equity” in a Person means any share of capital stock issued by such Person, any general or limited partnership interest, profits interest, capital interest, membership interest, or other equity interest in such Person, any option, warrant or any other right to acquire any share of capital stock or any partnership, profits, capital, membership or other equity interest in such Person, and any other voting security issued by such Person.

ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statutes or statute, together with all rules and regulations promulgated with respect thereto.

ERISA Affiliate” means Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control that, together with Borrower, are treated as a single employer under Section 414 of the Internal Revenue Code of 1986.

ERISA Plan” means any employee pension benefit plan subject to Title IV of ERISA maintained by any ERISA Affiliate with respect to which any Restricted Person has a fixed or contingent liability.

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 Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Eurodollar Lending Office” below its name on the Lenders Schedule (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to Borrower and Administrative Agent.

 

 

 

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Eurodollar Loan” means a Loan that bears interest at the Adjusted Eurodollar Rate.

Eurodollar Margin” means, and on any date, the number of basis points set forth below based on the Applicable Utilization Level on such date:

Applicable Utilization Level

Eurodollar Margin

Level I

200.0275.0

Level II

225.0300.0

Level III

250.0325.0

Level IV

275.0350.0

Level V

300.0375.0

Level VI

350.0

Level VII

375.0

Eurodollar Rate” means, for any Eurodollar Loan within a Borrowing and with respect to the related Interest Period thereforetherefor:

(a)  the interest rate per annum (carried out to the fifth decimal place) equal to the rate determined by Administrative Agent to be the offered rate based on 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) with a term equivalent to such Interest Period, determined at approximately 11:00 a.m., London time, two Business Days prior to the first day of such Interest Period, or

(b)  in the event the rate referenced in the preceding subsection (a) is not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in U.S. dollars (for delivery on the first day of such Interest Period) in same day funds in the approximate amount of the applicable Eurodollar Loan and with a term equivalent to such Interest Period would be offered by its London branch to major banks in the London Inter-Bank Market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period.

Notwithstanding the foregoing, if the Eurodollar Rate is less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.

Event of Default” has the meaning given to such term in Section 8.1.

Excess Cash” means, at any time, the amount of the Consolidated Cash Balance in excess of the Consolidated Cash Balance Threshold (other than (i) any cash set aside to pay royalty obligations, working interest obligations, production payments, severance taxes and similar obligations of any Credit Party then due and owing to third parties and for which such Credit Party has issued checks or has initiated wires or ACH transfers (or will issue checks or initiate wires or ACH transfers within one (1) Business Day) in order to pay such obligations, (ii) any cash set aside to pay in the ordinary course of business amounts (other than obligations described in clause (i) above) of any Credit Party then due and

 

 

 

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owing to unaffiliated third parties and for which such Credit Party has issued checks or has initiated wires or ACH transfers in order to pay such amounts, and (iii) any cash or cash equivalents of any Credit Party constituting purchase price deposits held in escrow by an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits).

Excess Cash Flow Report” means a report, in form and substance satisfactory to Administrative Agent, certified by the Chief Financial Officer of the Borrower setting forth, in reasonable detail, the calculation of Consolidated Excess Cash Flow for the previous month and the basis therefor.

Excluded Taxes” means, with respect to Administrative Agent, any Lender, LC Issuer or any other recipient of any payment to be made by or on account of any obligation of Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its Applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by Borrower under Section 3.7(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.5(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from Borrower with respect to such withholding tax pursuant to Section 3.5(a), and (d) any United States withholding tax imposed by FATCA.

Existing Hedging Contracts” means the Hedging Contracts set forth in Schedule 5 hereto.

Facility Usage” means, at the time in question, the aggregate principal amount of outstanding Loans and existing LC Obligations at such time.

FATCA” means the Foreign Account Tax Compliance Act of 2009, Sections 1471 through 1474 of the Internal Revenue Code and any regulations or official interpretations thereof.

Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of one percent) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average rate quoted to Administrative Agent on such day on such transactions as determined by Administrative Agent.  Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

Fiscal Quarter” means a three‑month period ending on March 31, June 30, September 30 or December 31 of any year.

Fiscal Year” means a twelve‑month period ending on December 31 of any year.

 

 

 

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Flood Insurance Laws” means, to the extent applicable to any Restricted Person or any Collateral, the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, and the regulations (including Regulation H), each as it may be amended, reformed or otherwise modified from time to time.

Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to LC Issuer, such Defaulting Lender’s Percentage Share of the outstanding LC Obligations other than LC Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

GAAP” means those generally accepted accounting principles and practices which are recognized as such by the Financial Accounting Standards Board (or any generally recognized successor) and which, in the case of Restricted Persons and their Consolidated Subsidiaries, are applied for all periods after the Closing Date in a manner consistent with the manner in which such principles and practices were applied to the Initial Financial Statements.  If any change in any accounting principle or practice is required by the Financial Accounting Standards Board (or any such successor) in order for such principle or practice to continue as a generally accepted accounting principle or practice, all reports and financial statements required hereunder with respect to any Restricted Person or with respect to any Restricted Person and its Consolidated Subsidiaries may be prepared in accordance with such change, but all calculations and determinations to be made hereunder may be made in accordance with such change only after notice of such change is given to each Lender, and Required Lenders, Administrative Agent and Borrower agree to negotiate in good faith in respect of the modification of any covenants hereunder that are affected by such change in order to cause them to measure substantially the same financial performance as the covenants in effect immediately prior to such change.

General Partner” means Mid-Con Energy GP, LLC, a Delaware limited liability company, the sole general partner of the MLP.

Governmental Authority” means the government of the United States or any other nation, or of 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 government (including any supra-national bodies such as the European Union or the European Central Bank).

Guarantor” means the MLP and each Subsidiary of Borrower that guarantees the Obligations pursuant to Section 6.22.

Hazardous Materials” means any substances regulated under any Environmental Law, whether as pollutants, contaminants, or chemicals, or as industrial, toxic or hazardous substances or wastes, or otherwise.

 

 

 

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Hedge Monetization Transaction” means the series of transactions occurring in the first Fiscal Quarter of 2015 whereby Borrower restructured existing Hedging Contracts to which it is a party to hedge additional future oil and gas production for the period through the fourth Fiscal Quarter of 2016.

Hedging Contract” means (a) any agreement providing for options, swaps, floors, caps, collars, forward sales or forward purchases involving interest  rates, commodities or commodity prices, equities, currencies, bonds, or indexes based on any of the foregoing, (b) any option, futures or forward contract traded on an exchange, and (c) any other derivative agreement or other similar agreement or arrangement.

Hedge Close‑Outs” means one or a series of transactions whereby Borrower has agreed to close‑out and terminate, by not later than July 1, 2016, existing Hedge Contracts covering production for the months of July through September 2016.

Highest Lawful Rate” means, with respect to each Lender Party to whom Obligations are owed, the maximum nonusurious rate of interest that such Lender Party is permitted under applicable Law to contract for, take, charge, or receive with respect to such Obligations.  All determinations herein of the Highest Lawful Rate, or of any interest rate determined by reference to the Highest Lawful Rate, shall be made separately for each Lender Party as appropriate to assure that the Loan Documents are not construed to obligate any Person to pay interest to any Lender Party at a rate in excess of the Highest Lawful Rate applicable to such Lender Party.

"Hugoton Basin Divestiture" means Borrower's sale, to be consummated not later than August 19, 2016, of certain Hugoton Basin Oil and Gas Properties for approximately $18,000,000 in cash (subject to usual and customary post-closing adjustments).

Indebtedness” of any Person means Liabilities in any of the following categories:

(a)Liabilities for borrowed money,

(b)Liabilities constituting an obligation to pay the deferred purchase price of property or services,

(c)Liabilities evidenced by a bond, debenture, note, loan agreement, or similar instrument,

(d)Liabilities which (i) would under GAAP be shown on such Person’s balance sheet as a liability, and (ii) are payable more than one year from the date of creation thereof (other than reserves for taxes and reserves for contingent obligations),

(e)Liabilities arising under Hedging Contracts (on a net basis to the extent netting is provided for in the applicable Hedging Contract), excluding any portion thereof which would be accounted for as an interest expense under GAAP,

(f)Liabilities constituting principal under Capital Leases Obligations,

(g)Liabilities arising under conditional sales or other title retention agreements relating to property purchased by such Person,

 

 

 

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(h)Liabilities owing under direct or indirect guaranties of Liabilities of any other Person or otherwise constituting obligations to purchase or acquire or to otherwise protect or insure a creditor against loss in respect of Liabilities of any other Person (such as obligations under working capital maintenance agreements, agreements to keep‑well, or agreements to purchase Liabilities, assets, goods, securities or services), but excluding endorsements in the ordinary course of business of negotiable instruments in the course of collection,

(i)Liabilities (for example, repurchase agreements, mandatorily redeemable preferred stock and sale/leaseback agreements) consisting of an obligation to purchase or redeem securities or other property, if such Liabilities arise out of or in connection with the sale of or issuance of the same or similar securities or property, but excluding the 2016 Preferred Units and the 2018 Preferred Units,

(j)Liabilities with respect to letters of credit or applications or reimbursement agreements therefor,

(k)Liabilities with respect to payments received in consideration of oil, gas, or other minerals yet to be acquired or produced at the time of payment (including obligations under “take‑or‑pay” contracts to deliver gas in return for payments already received and the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment), or

(l)Liabilities with respect to other obligations to deliver goods or services in consideration of advance payments therefore;

provided, however, that the “Indebtedness” of any Person shall not include Liabilities that were incurred by such Person on ordinary trade terms to vendors, suppliers, or other Persons providing goods and services for use by such Person in the ordinary course of its business, unless and until such Liabilities are outstanding more than 90 days past the original invoice or billing date thereof.

Indemnified Taxes” means Taxes other than Excluded Taxes.

Initial Engineering Report” means the internal engineering report concerning Oil and Gas Properties of the Contributing Parties as of June 30, 2011, audited by Cawley Gillespie and Associates, Inc.

Initial Proforma Financial Statements” means (a) the proforma consolidated balance sheet of the Borrower and its Subsidiaries, and (b) a 12-month financial forecast for the Borrower and its Subsidiaries on a consolidated basis, both prepared by Borrower, which shall be identical to such statements contained in the MLP’s registration statement on Form S-1, as amended and declared effective by the SEC.

Insurance Schedule” means Schedule 4 attached hereto.

Interest Payment Date” means (a) with respect to each Base Rate Loan, the last Business Day of each March, June, September and December, and (b) with respect to each Eurodollar Loan, the last day of the Interest Period that is applicable thereto and, if such Interest Period is six months in length, the date specified by Administrative Agent which is approximately three months after such Interest Period begins.

 

 

 

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Interest Period” means, with respect to each particular Eurodollar Loan in a Borrowing, the period specified in the Borrowing Notice or Continuation/Conversion Notice applicable thereto, beginning on and including the date specified in such Borrowing Notice or Continuation/Conversion Notice (which must be a Business Day), and ending one, two, three or six months thereafter, as Borrower may elect in such notice; provided that: (a) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; and (b) any Interest Period which begins on the last Business Day in a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day in a calendar month.

Internal Revenue Code” means the United States Internal Revenue Code of 1986, as amended from time to time and any successor statute or statutes, together with all rules and regulations promulgated with respect thereto.

Investment” means any investment, made directly or indirectly, in any Person or any property, whether by purchase, acquisition of shares of capital stock, indebtedness or other obligations or securities or by loan, advance, capital contribution or otherwise and whether made in cash, by the transfer of property, or by any other means.

Law” means any statute, law, regulation, ordinance, rule, treaty, judgment, order, decree, permit, concession, franchise, license, agreement or other governmental restriction of the United States or any state or political subdivision thereof or of any foreign country or any department, province or other political subdivision thereof.

LC Application” means any application for a Letter of Credit hereafter made by Borrower to LC Issuer.

LC Issuer” means prior to the Seventh Amendment Effective Date, Royal Bank of Canada, and from and after the Seventh Amendment Effective Date means Wells Fargo Bank, National Association, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity.  From and after the Seventh Amendment Effective Date, Royal Bank of Canada shall have no obligation to issue, renew, amend or extend any Letters of Credit previously issued by it. Administrative Agent may, with the consent of Borrower and the Lender in question, appoint any Lender hereunder as an LC Issuer in place of or in addition to Wells Fargo Bank, National Association.

LC Obligations” means, at the time in question, the sum of all Matured LC Obligations plus the maximum amounts which LC Issuer might then or thereafter be called upon to advance under all Letters of Credit then outstanding.

LCS Acquisition” means the acquisition by Borrower of certain Oil and Gas Properties of L.C.S. Production Company and its affiliates pursuant to the L.C.S. Acquisition Agreement.

LCS Acquisition Agreement” means that certain Asset Purchase and Sale Agreement, dated as of October 7, 2014, among Borrower and L.C.S. Production Company, SPA-Petco, LP, SPA Petco OSU, LLC, A.G. Hill Oil and Gas LP and A.G. Hill Oil and Gas II LP.

LC Sublimit” means $5,000,000.

 

 

 

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Lender Counterparty” means any Lender Party or any Affiliate of a Lender Party that is a counterparty to a Hedging Contract with Borrower.

Lender Hedging Obligations” means all obligations arising from time to time under Hedging Contracts entered into from time to time between Borrower or any Guarantor and a counterparty that is a Lender or an Affiliate of a Lender; provided that (a) if such counterparty ceases to be a Lender hereunder or an Affiliate of a Lender hereunder, Lender Hedging Obligations shall only include such obligations to the extent arising from transactions entered into at the time such counterparty was a Lender hereunder or an Affiliate of a Lender hereunder, without giving effect to any extension, increases, or modifications thereof which are made after such swap counterparty ceases to be a Lender hereunder or an Affiliate of a Lender hereunder and (b) when any Lender or an Affiliate of a Lender assigns or otherwise transfers any interest held by it under any Hedging Contract to any other Person pursuant to the terms of such agreement, the obligations thereunder shall only constitute Lender Hedging Obligations if such assignee or transferee is also then a Lender or an Affiliate of a Lender.

Lender Parties” means Administrative Agent, Collateral Agent, LC Issuer, and all Lenders.

Lenders” means (a) each signatory hereto (other than Borrower), including Wells Fargo Bank, National Association, in its capacity as a Lender hereunder, rather than as Administrative Agent or LC Issuer, (b) the party identified as “New Lender” (as defined in Amendment No. 2), (c) the party identified as “New Lender” (as defined in Amendment No. 3), and (d) the parties identified as “New Lenders” (as defined in Amendment No. 5) , and (e) the parties identified as “New Lenders” (as defined in Amendment No. 12) and the successors of each such party as Lender hereunder pursuant to Section 10.5.

Lenders Schedule” means Schedule 1 attached hereto.

Letter of Credit” means each letter of credit issued by Royal Bank of Canada, as LC Issuer hereunder prior to the Seventh Amendment Effective Date and any letter of credit issued by Wells Fargo Bank, National Association, as LC Issuer (or any other Lender appointed as LC Issuer by the Administrative Agent with the consent of Borrower and the agreement of such Lender to be an LC Issuer) hereunder at the application of Borrower.

Letter of Credit Fee Rate” means, on any date, with respect to each Letter of Credit, the number of basis points set forth below based on the Applicable Utilization Level on such date:

Applicable Utilization Level

Letter of Credit Fee Rate

Level I

200.0275.0

Level II

225.0300.0

Level III

250.0325.0

Level IV

275.0350.0

Level V

300.0375.0

Level VI

350.0

Level VII

375.0

 

 

 

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Letter of Credit Termination Date” means the date that is 5 Business Days prior to the Revolver Maturity Date or if such day is not a Business Day, the next preceding Business Day.

Liabilities” means, as to any Person, all indebtedness, liabilities and obligations of such Person, whether matured or unmatured, liquidated or unliquidated, primary or secondary, direct or indirect, absolute, fixed or contingent, and whether or not required to be considered pursuant to GAAP.

Lien” means, with respect to any property or assets, any right or interest therein of a creditor to secure Liabilities owed to it or any other arrangement with such creditor which provides for the payment of such Liabilities out of such property or assets or which allows such creditor to have such Liabilities satisfied out of such property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, production payment, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic’s or materialman’s lien, or any other charge or encumbrance for security purposes, whether arising by Law or agreement or otherwise, but excluding any right of offset which arises without agreement in the ordinary course of business.  “Lien” also means any filed financing statement, any registration of a pledge (such as with an issuer of uncertificated securities), or any other arrangement or action which would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement is filed, such registration is made, or such arrangement or action is undertaken before or after such Lien exists.

Liquidation” means the sale, assignment, novation, amendment, liquidation, unwind or termination of all or any part of any Hedging Contract (other than, in each case, at its scheduled maturity).

“Liquidity” means, for the Borrower and the other Credit Parties, as of any date, the sum of (a) cash and Cash Equivalents (other than cash and Cash Equivalents the use of which is subject to regulatory or statutory requirements or prohibitions of any Governmental Authority or is otherwise restricted) on such date, and (b) an amount equal to (i) the Borrowing Base as then in effect minus (ii) the Facility Usage on such date.  

Loan” has the meaning given it in Section 2.1.

Loan Documents” means this Agreement, the Notes, the Security Documents, Letters of Credit, LC Applications, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 1010, Amendment No. 11, Amendment No. 12 and all other agreements, certificates, documents, instruments and writings at any time delivered in connection herewith or therewith (exclusive of term sheets, commitment letters, correspondence and similar documents used in the negotiation hereof, except to the extent the same contain information about Borrower or its Affiliates, properties, business or prospects or specify fees to be paid).

Material Adverse Change” means a material adverse change, from the state of affairs existing as of the date of this Agreement, or as represented or warranted in any Loan Document, in (a) the business, operations, property or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole or on any of the businesses, assets or liabilities acquired or assumed by the Borrower in connection with the Merger Agreement, (b) the ability of any Restricted Party to perform any of its obligations under any Loan Document, (c) the validity or enforceability of any Loan Document or (d) the rights and remedies of or benefits available to the Administrative Agent, any LC Issuer or any Lender under any Loan Document.

 

 

 

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Material Acquisition” has the meaning ascribed to such term in Section 7.13.

Material Disposition” has the meaning ascribed to such term in Section 7.13.

Matured LC Obligations” means all amounts paid by LC Issuer on drafts or demands for payment drawn or made under or purported to be under any Letter of Credit and all other amounts due and owing to LC Issuer under any LC Application for any Letter of Credit, to the extent the same have not been repaid to LC Issuer (with the proceeds of Loans or otherwise) on the same Business Day as the amounts were paid by the LC Issuer.

Maximum Drawing Amount” means at the time in question the sum of the maximum amounts which LC Issuer might then or thereafter be called upon to advance under all Letters of Credit which are then outstanding.

Maximum Credit Amount” means the amount of $250,000,000.00.

Merger Agreement” means that certain Contribution, Conveyance, Assumption and Merger Agreement dated December 20, 2011 between the Contributing Parties and Borrower, pursuant to which the Contributing Parties were merged with and into Borrower, with Borrower being the survivor.

Mid-Con Entity” means any Person Controlled by any one or more of Jeffrey R. Olmstead, Charles R. Olmstead or S. Craig George.

MLP” means Mid-Con Energy Partners, L.P., a Delaware limited partnership, the sole member of Borrower.

MLP Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the MLP, dated December 20, 2011, by and among the General Partner and the other Persons party thereto., as amended by that certain First Amendment to First Amended and Restated Agreement of Limited Partnership of the MLP, dated August 11, 2016.

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

Ninth Amendment Effective Date” means June 1, 2016.

Note” has the meaning given to such term in Section 2.1.

Obligations” means (i) all Liabilities from time to time owing by any Restricted Person to any Lender Party under or pursuant to any of the Loan Documents, including all LC Obligations and (ii) all Lender Hedging Obligations.   “Obligation” means any part of the Obligations.

Oil and Gas Properties” means (i) all oil, gas and/or mineral leases, oil, gas or mineral properties, mineral servitudes and/or mineral rights of any kind (including mineral fee interests, lease interests, farmout interests, overriding royalty and royalty interests, working interests, net profits interests, oil payment interests, production payment interests and other types of mineral interests), and all oil and gas gathering, treating, storage, processing and handling assets, (ii)) all pipelines, and (iii) all platforms, wells, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment.

 

 

 

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Omnibus Agreement” means that certain Omnibus Agreement dated December 20, 2011 between the General Partner and Borrower.

Organizational Documents” means, with respect to any corporation, the certificate or articles of incorporation and the bylaws; with respect to any limited liability company, the certificate or articles of formation or organization and operating or limited liability company agreement; and with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

Participant” has the meaning given to such term in clause (d) of Section 10.5.

"Pending Acquisition" has the meaning given to such term in clause (c) of Section 7.3.

Percentage Share” means, with respect to any Lender (a) when used in Sections 2.1 or 2.5, in any Borrowing Notice or when no Loans are outstanding hereunder, the percentage set forth opposite such Lender’s name on the Lenders Schedule, or, if applicable, on an Assignment and Assumption, and (b) when used otherwise, the percentage obtained by dividing (i) the sum of the unpaid principal balance of such Lender’s Loans at the time in question plus the Matured LC Obligations which such Lender has funded pursuant to Section 2.12(c) plus the portion of the Maximum Drawing Amount which such Lender might be obligated to fund under Section 2.12(c) by (ii) the sum of the aggregate unpaid principal balance of all Loans at such time plus the aggregate amount of LC Obligations outstanding at such time.

Permitted Lien” has the meaning given to such term in Section 7.2.

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

"PES Acquisition" means the purchase of certain Oil and Gas Properties in Nolan County, Texas for approximately $19,500,000 pursuant to the PES Acquisition Agreement.

"PES Acquisition Agreement" means that certain Asset Purchase and Sale Agreement, dated as of July 28, 2016, between Borrower and an undisclosed seller.

"PIK Units" means the 2016 Preferred Units and the 2018 Preferred Units issued as in-kind distributions.

Predecessor Administrative Agent” means Royal Bank of Canada.

Predecessor Collateral Agent” means Royal Bank of Canada.

 

 

 

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Projected Oil and Gas Production” means the projected production of oil or gas (measured by volume unit or BTU equivalent, not sales price) for the term of the contracts or a particular month, as applicable, from reserves that are, at the time in question, Proved Reserves attributable to Oil and Gas Properties owned by the Restricted Persons that are located in or offshore of the United States, as such production is projected in the Engineering Report most recently delivered, after deducting projected production from any properties or interests sold or under contract for sale that had been included in such report and after adding projected production from any properties or interests that had not been reflected in such report but that are reflected in a separate or supplemental report meeting the requirements of Section 6.2(c) or (d) and otherwise are satisfactory to Administrative Agent.

Proved Reserves” means Proved Reserves” as defined in the Petroleum Resources Management System as in effect at the time in question (in this definition, the “PRMS”) prepared by the Oil and Gas Reserves Committee of the Society of Petroleum Engineers and reviewed and jointly sponsored by the World Petroleum Council, the American Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers (or any generally recognized successor organizations). “Proved Developed Producing Reserves” or "PDP" means Proved Reserves that are categorized as “Developed Producing Reserves” in the PRMS, “Proved Developed Nonproducing Reserves” means Proved Reserves that are categorized as “Developed Nonproducing Reserves” in the PRMS, and “Proved Undeveloped Reserves” means Proved Reserves that are categorized as “Undeveloped Reserves” in the PRMS.

Rating Agency” means either S&P or Moody’s.

Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect.

Regulation H” means Regulation H of the Board of Governors of the Federal Reserve System as from time to time in effect.

Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

Repayment Notice” means a notice of repayment of a Borrowing pursuant to Section 2.6 or 2.7, substantially in the form of Exhibit D or any other form approved by the Administrative Agent.

Required Lenders” means (a) at any time when one or more Lenders is a Defaulting Lender, Lenders whose aggregate Percentage Shares equal or exceed 66-2/3% of the difference between (i) 100% and (ii) the sum of the Percentage Shares of all Defaulting Lenders, (b) at any time there is only one Lender, such Lender shall be the “Required Lenders”, and (c) at all other times, Lenders whose aggregate Percentage Shares equal or exceed 66-2/3%; provided if there are two Lenders and neither is a Defaulting Lender, “Required Lenders” shall mean both Lenders.

Reserve Requirement” means, at any time, the maximum rate at which reserves (including any marginal, special, supplemental, or emergency reserves) are required to be maintained under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) by member banks of the Federal Reserve System against “Eurocurrency liabilities” (as such term is used in Regulation D).  Without limiting the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (a) any category of liabilities which includes deposits by reference to which the Adjusted Eurodollar Rate is to be determined, or (b) any category of extensions of credit or other assets which include Eurodollar Loans.

 

 

 

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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 of the other Restricted Persons, 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 of the other Restricted Persons or any option, warrant or other right to acquire any such Equity interests in the Borrower or any of the other Restricted Persons.

Restricted Person” means collectively the MLP, Borrower, each Subsidiary of Borrower now in existence or created or acquired in the future, and each other Guarantor.

Revolver Maturity Date” means November 5, 2018.2020.

Sanction(s)” means any sanction administered or enforced by the United States Government (including without limitation, the U.S. Department of the Treasury's The Office of Foreign Assets Control), the United Nations Security Council, the European Union, Her Majesty's Treasury or other relevant sanctions authority.

Sanctioned Country” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

SEC” means the Securities and Exchange Commission or any successor Governmental Authority.

Security Documents” means the instruments listed in the Security Schedule and all other security agreements, deeds of trust, mortgages, chattel mortgages, pledges, guaranties, financing statements, continuation statements, extension agreements and other agreements or instruments now, heretofore, or hereafter delivered by any Restricted Person to Administrative Agent in connection with this Agreement or any transaction contemplated hereby to secure or guarantee the payment of any part of the Obligations or the performance of any Restricted Person’s other duties and obligations under the Loan Documents.

Security Schedule” means Schedule 3 hereto.

Seventh Amendment Effective Date” means the date Amendment No. 7 by its terms becomes effective.

SFAS” means Statement of Financial Accounting Standard No. 133 or No. 143, as promulgated by the Financial Accounting Standards Board.

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

SOK Disposition Documents” means (a) that certain Purchase and Sale Agreement, dated November 8, 2017, by and between the Borrower, as Seller, and Exponent Energy III LLC, as Buyer (as amended or otherwise modified prior to the date hereof), and (b) all bills of sale, assignments, agreements, instruments and documents executed and delivered in connection therewith.

 

 

 

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Subsidiary” means, with respect to any Person, any corporation, association, partnership, limited liability company, joint venture, or other business or corporate entity, enterprise or organization which is directly or indirectly (through one or more intermediaries) controlled by or owned fifty percent or more by such Person.

"Subject PSA" has the meaning given such term in clause (c) of Section 7.3.

"Sweep Termination Date" means the date on which Facility Usage is less than 85% of Borrowing Base.

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

"Tenth Amendment Effective Date” means the date Amendment No. 10 by its terms becomes effective.

Termination Event” means (a) the occurrence with respect to any ERISA Plan of (i) a reportable event described in Section 4043(c)(5) or (6) of ERISA or (ii) any other reportable event described in Section 4043(c) of ERISA other than a reportable event not subject to the provision for 30-day notice to the Pension Benefit Guaranty Corporation pursuant to a waiver by such corporation under Section 4043(a) or 4043(b)(4) of ERISA, or (b) the withdrawal of any ERISA Affiliate from an ERISA Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the filing of a notice of intent to terminate any ERISA Plan or the treatment of any ERISA Plan amendment as a termination under Section 4041(c) of ERISA, or (d) the institution of proceedings to terminate any ERISA Plan by the Pension Benefit Guaranty Corporation under Section 4042 of ERISA, or (e) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any ERISA Plan.

Tribunal” means any government, any arbitration panel, any court or any governmental department, commission, board, bureau, agency or instrumentality of the United States or any state, province, commonwealth, nation, territory, possession, county, parish, town, township, village or municipality, whether now or hereafter constituted or existing.

“Twelfth Amendment Effective Date” means the date Amendment No. 12 by its terms becomes effective.

Type” means, with respect to any Loans, the characterization of such Loans as either Base Rate Loans or Eurodollar Loans.

United States” and “U.S.” mean the United States, its fifty states and the District of Columbia.

Unused Borrowing Base” means, at any time of determination, the Borrowing Base minus the Facility Usage.

Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

 

 

 

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Exhibits and Schedules; Additional Definitions.  All Exhibits and Schedules attached to this Agreement are a part hereof for all purposes.  Reference is hereby made to the Security Schedule for the meaning of certain terms defined therein and used but not defined herein, which definitions are incorporated herein by reference.

Amendment of Defined Instruments.  Unless the context otherwise requires or unless otherwise provided herein the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments and restatements of such agreement, instrument or document, provided that nothing contained in this section shall be construed to authorize any such renewal, extension, modification, amendment or restatement. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all documents, instruments, or agreements issued or executed in replacement thereof.

Terms Generally; References and Titles.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  References to a Person’s “discretion” means its sole and absolute discretion.  Unless the context requires otherwise (a) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (b) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (c) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (d) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.  Titles appearing at the beginning of any subdivisions are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur.  The word “or” is not exclusive.  Accounting terms have the meanings assigned to them by GAAP, as applied by the accounting entity to which they refer.  References to “days” shall mean calendar days, unless the term “Business Day” is used.

Calculations and Determinations.  All calculations under the Loan Documents of interest chargeable with respect to Eurodollar Loans and of fees shall be made on the basis of actual days elapsed (including the first day but excluding the last) and a year of 360 days.  All other calculations of interest made under the Loan Documents shall be made on the basis of actual days elapsed (including the first day but excluding the last) and a year of 365 or 366 days, as appropriate.  Each determination by a Lender Party of amounts to be paid under Article III or any other matters which are to be determined hereunder by a Lender Party (such as any Business Day, Adjusted Eurodollar Rate, Reserve Requirement or Interest Period) shall, in the absence of manifest error, be conclusive and binding.  Unless otherwise expressly provided herein or unless Required Lenders otherwise consent all financial statements and reports furnished to any Lender Party hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP.  Notwithstanding the foregoing, all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principal) permitting a Person to value its financial liabilities at the fair value thereof.

 

 

 

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Joint Preparation; Construction of Indemnities and Releases.  This Agreement and the other Loan Documents have been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow any Loan Document to be construed against any party because of its role in drafting such Loan Document.  All indemnification and release provisions of this Agreement shall be construed broadly (and not narrowly) in favor of the Persons receiving indemnification or being released.  

The Loans and Letters of Credit

Commitment to Lend; Notes.  Subject to the terms and conditions hereof, each Lender agrees, severally and not jointly, to make loans to Borrower (herein called such Lender’s “Loans”) upon Borrower’s request from time to time during the Commitment Period, provided that (a) subject to Sections 3.3, 3.4 and 3.6, all Lenders are requested to make Loans of the same Type in accordance with their respective Percentage Shares and as part of the same Borrowing, (b) after giving effect to such Loans, the aggregate amount of all Loans by such Lender does not exceed such Lender’s Commitment, and (c) after giving effect to such Loans, Facility Usage does not exceed the Borrowing Base in effect at such time.  The aggregate amount of all Loans in any Borrowing must be greater than or equal to $1,000,000 or any higher integral multiple of $1,000,000, or must equal the remaining availability under the Borrowing Base.   Borrower may have no more than three (3) Borrowings of Eurodollar Loans outstanding at any time.  The obligation of Borrower to repay to each Lender the aggregate amount of all Loans made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Lender’s “Note”) made by Borrower payable to the order of such Lender in the form of Exhibit A with appropriate insertions.  It is expressly understood that Lenders’ commitment to make Loans is determined only by reference to its Commitment and the Borrowing Base from time to time in effect, and the aggregate face amount of the Notes and the amount specified in the Security Documents are specified at a greater amount only for the convenience of the parties to avoid the necessity of preparing and recording supplements to the Security Documents.  The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note.  Interest on each Note shall accrue and be due and payable as provided herein and therein.  Each Note shall be due and payable as provided herein and therein, and shall be due and payable in full on the Revolver Maturity Date.  Subject to the terms and conditions hereof, Borrower may borrow, repay, and reborrow hereunder.

Requests for Loans.  Borrower must give to Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders.  Each such notice constitutes a “Borrowing Notice” hereunder and must:

specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans, and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and the Consolidated Cash Balance (without regard to the requested Borrowing) and the pro forma Consolidated Cash Balance (giving effect to the requested Borrowing); and

be received by Administrative Agent not later than noon, New York time, on (i) the first Business Day preceding the day on which Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which Eurodollar Loans are to be made.

 

 

 

Mid-Con Energy Properties, LLC

Compiled Credit Agreement

 

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Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed.  Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation.  Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof.  If all conditions precedent to such new Loans have been met, each Lender will on the date requested promptly remit to Administrative Agent, at Administrative Agent’s Office, the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loan have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower.  Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may assume in its discretion that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans.  If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period.  If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.  Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Continuations and Conversions of Existing Loans.  Borrower may make the following elections with respect to Loans already outstanding: to convert Base Rate Loans to Eurodollar Loans, to convert Eurodollar Loans to Base Rate Loans on the last day of the Interest Period applicable thereto, and to continue Eurodollar Loans beyond the expiration of such Interest Period by designating a new Interest Period to take effect at the time of such expiration.  In making such elections, Borrower may combine existing Loans made pursuant to separate Borrowings into one new Borrowing or divide existing Loans made pursuant to one Borrowing into separate new Borrowings, provided that Borrower may have no more than three (3) Borrowings of Eurodollar Loans outstanding at any