Long-Term Debt

On September 25, 2017, the Partnership entered into a credit agreement (the “Credit Agreement”) for a $200.0 million revolving credit facility with OMP Operating as borrower (the “Revolving Credit Facility”), which has a maturity date of September 25, 2022. The Revolving Credit Facility is available to fund working capital and to finance acquisitions and other capital expenditures of the Partnership. On August 27, 2018, the Partnership entered into an amendment to the Credit Agreement (the “First Amended Credit Agreement”) to (i) increase the aggregate amount of commitments; (ii) provide for the ability to further increase the aggregate amount of commitments, subject to certain conditions; and (iii) add six new lenders to the bank group. Subject to the terms of the First Amended Credit Agreement, the aggregate amount of commitments increased from $200.0 million to $250.0 million, and the Partnership was provided the ability to further increase the aggregate amount of commitments to $400.0 million. On November 19, 2018, in connection with the Partnership’s acquisition of additional ownership interests in Bobcat DevCo and Beartooth DevCo, and pursuant to the terms of the First Amended Credit Agreement, the aggregate amount of commitments increased from $250.0 million to $400.0 million, and the Partnership was provided the ability to further increase the aggregate amount of commitments to $600.0 million subject to certain conditions.

The Revolving Credit Facility includes a letter of credit sublimit of $10.0 million and a swingline loans sublimit of $10.0 million. All obligations of OMP Operating, as the borrower under the Revolving Credit Facility, are unconditionally guaranteed on a joint and several basis by the Partnership, OMP Operating and Bighorn DevCo.

The Revolving Credit Facility is collateralized by mortgages and other security interests on substantially all of the Partnership’s and its subsidiaries’ properties and assets, including the equity interests in all present and future subsidiaries (subject to certain exceptions). Some or all of the collateral owned by Bobcat DevCo and Beartooth DevCo is subject to an intercreditor agreement between Wells Fargo, National Association (“Wells Fargo”), as administrative agent for the Revolving Credit Facility, and Wells Fargo as the administrative agent for the revolving credit facility of Oasis Petroleum, and acknowledged by OMS, Bobcat DevCo and Beartooth DevCo. The Revolving Credit Facility provides for customary representations, warranties and covenants, including, among other things, covenants relating to financial and collateral reporting, notices of material events, maintenance of the existence of the business and its properties, payment of obligations, the Partnership’s ability to enter into certain hedging agreements, limitations on the Partnership’s ability to sell or acquire properties and limitations on indebtedness and liens, dividends and distributions, transactions with affiliates and certain fundamental transactions.

Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to the applicable margin (as described below) plus (i) with respect to Eurodollar Loans, the Adjusted LIBO Rate (as defined in the Credit Agreement) or (ii) with respect to ABR Loans, the greatest of (A) the Prime Rate in effect on such day, (B) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1.00% or (C) the Adjusted LIBO Rate for a one-month interest period on such day plus 1.00% (each as defined in the Credit Agreement). The applicable margin for borrowings under the Revolving Credit Facility is determined in accordance with the Credit Agreement as follows:



Consolidated Total Leverage Ratio	Applicable Margin for Eurodollar Loans		Applicable Margin for ABR Loans		Commitment Fee Rate
Less than or equal to 3.00 to 1.00	1.75	%	0.75	%	0.375	%
Greater than 3.00 to 1.00 but less than or equal to 3.50 to 1.00	2.00	%	1.00	%	0.375	%
Greater than 3.50 to 1.00 but less than or equal to 4.00 to 1.00	2.25	%	1.25	%	0.500	%
Greater than 4.00 to 1.00 but less than or equal to 4.50 to 1.00	2.50	%	1.50	%	0.500	%
Greater than 4.50 to 1.00	2.75	%	1.75	%	0.500	%

The Revolving Credit Facility also requires the Partnership to maintain the following financial covenants as of the end of each fiscal quarter:

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Consolidated Total Leverage Ratio: Prior to the date on which one or more of the credit parties have issued an aggregate principal amount of at least $150.0 million of senior notes (as permitted under the Revolving Credit Facility) (such date the “Covenant Changeover Date”) and commencing with the fiscal quarter ended December 31, 2017, the Partnership and OMP Operating’s ratio of Total Debt to EBITDA (each as defined in the Credit Agreement) on a quarterly basis may not exceed 4.50 to 1.00 (or during an Acquisition Period (as defined in the Credit Agreement), 5.00 to 1.00). On a quarterly basis following the Covenant Changeover Date, the Partnership and OMP Operating’s ratio of Total Debt to EBITDA may not exceed 5.25 to 1.00.


•	Consolidated Senior Secured Leverage Ratio: On a quarterly basis, commencing with the date the Covenant Changeover Date occurs, the Partnership and OMP Operating’s ratio of Consolidated Senior Secured Funded Debt to EBITDA (each as defined in the Credit Agreement) may not exceed 3.75 to 1.00.

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Consolidated Interest Coverage Ratio: On a quarterly basis prior to the Covenant Changeover Date and commencing with the fiscal quarter ended December 31, 2017, the Partnership and OMP Operating’s ratio of EBITDA to Consolidated Interest Expense (each as defined in the Credit Agreement) may not be less than 3.00 to 1.00 and on a quarterly basis following the Covenant Changeover Date, the Partnership and OMP Operating’s ratio of EBITDA to Consolidated Interest Expense may not be less than 2.50 to 1.00

As of December 31, 2018, the Partnership had $318.0 million of borrowings outstanding under the Revolving Credit Facility, resulting in an unused borrowing capacity of $82.0 million. As of December 31, 2018 and 2017, the weighted average interest rate on borrowings under the Revolving Credit Facility was 4.2% and 3.2%, respectively. The Partnership was in compliance with the financial covenants of the Revolving Credit Facility as of December 31, 2018.