Note 5. Debt

Revolving Credit Facility On September 20, 2016, we entered into a credit agreement for a $350 million revolving credit facility (the Revolving Credit Facility) with Noble Midstream Services, LLC (NMS), our wholly-owned subsidiary, as borrower. The Revolving Credit Facility has a five year maturity and includes a letter of credit sublimit of up to $100 million for issuances of letters of credit. The borrowing capacity on the Revolving Credit Facility, which may be increased by an additional $350 million subject to certain conditions, is available to fund working capital and to finance acquisitions and other capital expenditures. We incurred $2.5 million of origination fees and expenses. There were no amounts outstanding under the Revolving Credit Facility as of September 30, 2016.

All obligations of NMS, as the borrower, are guaranteed by the Partnership and all wholly-owned material subsidiaries of the Partnership. The guarantees may be released in the future upon the occurrence of certain events, including the Partnership or NMS receiving an investment grade debt rating or the Partnership maintaining a rolling four-quarter consolidated EBITDA, as defined in the credit agreement, in excess of $250 million.

Borrowings under the Revolving Credit Facility bear interest at a rate equal to an applicable margin plus, at our option, either:


•	in the case of base rate borrowings, a rate equal to the highest of (1) the prime rate, (2) the greater of the federal funds rate or the overnight bank funding rate, plus 0.5% and (3) the LIBOR for an interest period of one month plus 1.00%; or


•	in the case of LIBOR borrowings, the offered rate per annum for deposits of dollars for the applicable interest period.

The unused portion of the Revolving Credit Facility is subject to a commitment fee. Commitment fees began to accrue beginning on the date we entered into the Revolving Credit Facility. Until such time, we or NMS obtain a credit rating from either Moody’s or Standard & Poor’s Financial Services, the commitment fee and the interest-rate margins will be based on a leverage based pricing grid, the consolidated leverage ratio being consolidated funded debt to consolidated EBITDA (as described in the Revolving Credit Facility) for the prior four fiscal quarters. After we obtain a credit rating, the pricing levels will be based on a ratings based pricing grid (as described in the Revolving Credit Facility).

The Revolving Credit Facility contains customary affirmative and negative covenants and events of default relating to NMS, the Partnership and their respective subsidiaries, including, among other things, limitations on the incurrence of indebtedness and liens, the making of investments, the sale of assets, transactions with affiliates, merging or consolidating with another company and the making of restricted payments.

The Revolving Credit Facility also contains specific provisions limiting us from engaging in certain business activities and events of default relating to certain changes in control, including Noble ceasing to own and control 51% of the voting interests of the General Partner.

Dividends and distributions are permitted so long as:


•	no event of default exists on the date of the declaration of such dividend or distribution or would result from such declaration;


•	we are in pro-forma compliance with the consolidated leverage ratio (as described below) under the Revolving Credit Facility on the date of such declaration; and


•	such dividend or distribution is made within 60 days of such declaration.

In addition, the Revolving Credit Facility requires us to comply with the following financial covenants as of the end of each fiscal quarter:


•	a consolidated leverage ratio prior to the date that consolidated EBITDA for four fiscal quarters is less than $135 million, of less than or equal to 4.00 to 1.00 (except following certain acquisitions the consolidated leverage ratio shall be less than or equal to 4.50 to 1.00);


•	a consolidated leverage ratio on or after the date that consolidated EBITDA for four fiscal quarters exceeds $135 million, of less than or equal to 5.00 to 1.00 (except following certain acquisitions the consolidated leverage ratio shall be less than or equal to 5.50 to 1.00); and


•	a consolidated interest coverage ratio of not less than 3.00 to 1.00.

Certain lenders that are a party to the credit agreement have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending or commercial banking services for us for which they have received, and may in the future receive, customary compensation and reimbursement of expenses.