Common use of SIGNATURE PAGES FOLLOW Clause in Contracts

SIGNATURE PAGES FOLLOW. ASSIGNOR: XXXXXXXX 66 XXXXXX FRAC DELTA LLC By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Vice President and Treasurer ASSIGNEE: Xxxxxxxx 66 Partners LP By: Xxxxxxxx 66 Partners GP LLC, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Vice President and Treasurer LENDER: Xxxxxxxx 66 Company By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Vice President and Treasurer EXHIBIT A AMENDED AND RESTATED TERM PROMISSORY NOTE This is an amendment and restatement of that certain Term Promissory Note issued on January 20, 2014 by Xxxxxxxx 66 Xxxxxx Frac Delta LLC to Xxxxxxxx 66 Company (as amended to date, the “Original Promissory Note”). The outstanding principal amount of this Amended and Restated Term Promissory Note is $213,250,000.00 on the date hereof. Houston, Texas October 1, 2015 For value received, Xxxxxxxx 66 Xxxxxx Frac Alpha LLC, a Delaware limited liability company (“Maker”), hereby promises to pay to the order of Xxxxxxxx 66 Company, a Delaware corporation (“Payee"), the aggregate unpaid principal amount of all advances (the “Advances”) made by Payee to the Maker under this Amended and Restated Term Promissory Note (the "Note"). Subject to the terms and conditions of this Note, the Maker agrees to pay to Payee the aggregate outstanding principal balance of this Note, together with interest as set forth below, on or before the Maturity Date (as defined below). Once repaid, the Advances under this Note may not be reborrowed. The Advances shall bear interest on the unpaid principal balance thereof, from the date of borrowing to the dates of payment at the rate of three percent (3.0%) per annum. Such interest shall be (i) calculated on the daily outstanding balance of the Advances on the basis of a 360 day year for the actual days elapsed and (ii) payable quarterly in arrears on the tenth day following the last day of each calendar quarter during the term of this Note. The Maker shall pay to Payee the aggregate outstanding principal amount of the Advances on October 1, 2020 (the “Maturity Date”). The Maker may, at any time and from time to time, prepay all or any portion of the principal of this Note without premium or penalty. Each payment of principal, including any prepayment, shall be accompanied by payment of all accrued but unpaid interest on the principal amount so repaid or prepaid. Advances under this Note may be requested orally by the Maker and Payee shall record in its records all Advances and all payments of principal and interest thereon. Any failure of Payee to make such recordings, however, shall not affect Maker’s repayment obligations. Payee’s records shall be presumptive evidence of the principal and interest owed by the Maker, absent manifest error. Payee shall have no obligation to make any Advances under this Note if (a) an Event of Default under this Note has occurred and is continuing (b) any of the equity interests in the Maker or any of its assets are transferred to (i) Xxxxxxxx 66 Partners LP Ithe “MLP”) or any of the MLP’s subsidiaries or (ii) any other person or entity that is not a subsidiary of Payee. The Maker shall make each payment in immediately available funds under this Note not later than 5:00 P.M. (Houston, Texas, time) on the day when due in lawful money of the United States of America to Payee at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000, or such other location as Payee shall designate in writing to the Maker. Whenever any payment to be made under this Note shall be stated to be due on a day other than a day on which commercial banks are open for business in Houston, Texas (“Business Day”), such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest. Each of the following shall be an “Event of Default" for the purposes of this Note: (a)(i) the Maker fails to pay when due any principal amount under this Note, (ii) the Maker fails to pay any interest on this Note within five Business Days after such interest becomes due or (iii) the Maker fails to pay any other amount payable under this Note (including but not limited to reimbursements and indemnifications) within ten Business Days after such amount becomes due, (b) the Maker fails to comply with any other covenant contained in this Note and such breach is not cured within 30 days after the date notice thereof is given by Payee, (c)(i) there hall have been filed against the Maker or any of its subsidiaries (or, if the Maker ever becomes a direct or indirect subsidiary of the MLP, then the MLP or any of its subsidiaries) or any of their respective properties, without their consent, any petition or other request for relief seeking an arrangement, receivership, reorganization, liquidation, or similar relief under bankruptcy or other laws for the relief of debtors and such request for relief (A) remains in effect for 60 or more consecutive days, or (B) is approved by a final nonappealable order, or (ii) the Maker or any of its subsidiaries (or, if the Maker ever becomes a direct or indirect subsidiary of the MLP, then the MLP or any of its subsidiaries) consent to or files any petition or other request for relief of the type described in clause (c)(1) above seeking relief from creditors, makes any assignment for the benefit of creditors or another arrangement with creditors, or admits in writing its inability to pay its debts as they become due. If the Maker fails to pay any principal or interest payment when due, the amount not paid shall bear interest at the default rate of the lesser of (a) the interest rate stated above plus two percent (2%) per annum or (b) the Highest Lawful Rate (as defined below), beginning on the date due until paid in full. During the continuation of any Event of Default, Payee may declare by written notice to the Maker the outstanding principal balance of the Advances plus all accrued interest thereon, and all other amounts payable by the Maker under this Note to be immediately due and payable. Upon the occurrence of any Event of Default relating to bankruptcy or insolvency of the maker, the outstanding principal amount of the Advances, all accrued interest thereon, and all other amounts payable by the Maker under this Note shall immediately and automatically become due and payable. Except for the notices provided above, the Maker waives notice of demand, intent to demand, presentment for payment, notice of nonpayment, protest, notice of setoff, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices in connection with the foregoing. Following an Event of Default, Payee may exercise (a) all of its rights under this Note and (b) all other rights at law or in equity. No right, power, or remedy conferred to Payee in this Note, or now or hereafter existing at law, in equity, by statute, or otherwise shall be exclusive, and each such right, power, or remedy shall to the full extent permitted by law be cumulative and in addition to every other such right, power or remedy. No course of dealing and no delay in exercising any right, power or remedy conferred to Payee in this Note, or now or hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver or otherwise prejudice any such right, power, or remedy. No notice to or demand upon the Maker shall entitle the Maker to similar notices or demands in the future.

SIGNATURE PAGES FOLLOW. ASSIGNORA 3- ORIGINAL BORROWER: XXXXXXXX Xxxxxxxx 66 XXXXXX FRAC DELTA LLC Company By: /s/ Xxxx _________________________ Name: Xxxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Vice President and Treasurer ASSIGNEENEW BORROWER: Xxxxxxxx 66 Partners LP By: Xxxxxxxx 66 Partners GP LLC, its General Partner By:___________________________ Name: /s/ Xxxx Xxxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Vice President and Treasurer LENDER: Xxxxxxxx 66 Gas Company Shareholder, Inc. By:________________________ Name: /s/ Xxxx Xxxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Vice President and Treasurer -A 4- EXHIBIT A AMENDED AND RESTATED THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. IT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. TERM PROMISSORY LOAN NOTE This is an amendment and restatement of that certain Term Promissory Note issued on January 20$244,000,000.00 October 23, 2014 by Xxxxxxxx 66 Xxxxxx Frac Delta LLC to Xxxxxxxx 66 Company (as amended to date, the “Original Promissory Note”). The outstanding principal amount of this Amended and Restated Term Promissory Note is $213,250,000.00 on the date hereof. Houston, Texas October 1, 2015 For value received, the undersigned Xxxxxxxx 66 Xxxxxx Frac Alpha LLCCompany, a Delaware limited liability company corporation, with principal offices at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000 (“MakerBorrower”), hereby promises to pay to the order of Xxxxxxxx 66 CompanyGas Company Shareholder, Inc., a Delaware corporation corporation, with principal offices at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000 (“Payee"Lender”), the aggregate unpaid principal amount of all advances Two Hundred Forty Four Million and No/100’s Dollars ($244,000,000.00) (the “AdvancesLoan”) made all as required by Payee to the Maker under this Amended and Restated Term Promissory Loan Note (the "this “Note"”). The Loan is not revolving and any amounts repaid may not be reborrowed by Borrower. Subject to the terms and conditions of this Note, the Maker Borrower agrees to pay repay to Payee Lender the aggregate outstanding principal balance of this Notethe Loan, together with accrued and unpaid interest thereon as set forth below, on December 1, 2019 (the “Maturity Date”) or before such earlier date upon which the Maturity Date (as defined below). Once repaid, maturity of the Advances under this Note Loan may not be reborrowedhave been accelerated pursuant to the terms hereof. The Advances Loan shall bear interest on the unpaid principal balance thereofbalance, from the date of borrowing to the dates date of payment at the rate of three and one/tenth percent (3.03.1%) per annum. Such interest shall be (i) calculated on the daily outstanding balance based upon a year of the Advances on the basis of a 360 day year days for the actual number of days elapsed and (ii) payable paid, as applicable, (A) quarterly in arrears on the tenth first day following the last day of each calendar quarter during quarter, beginning on April 1, 2015, and (B) on the Maturity Date; provided that Borrower shall make an interest payment on January 2, 2015 for the stub interest period beginning on December 1, 2014 and ending on December 31, 2014. If Borrower fails to pay any principal or interest payment as and when due, any amount not paid shall bear interest at the rate of five and one/tenth percent (5.1%) per annum instead of the interest rate stated above, from the date due to the date on which such amount is paid in full. Notwithstanding the foregoing or any other provision of this Note, interest on the Loan and other amounts due hereunder at any time shall be limited to the highest lawful rate that may be charged under the laws of the State of Texas at such time (the “Highest Lawful Rate”). It is the intention of Lender and Borrower to conform strictly to any applicable usury laws. Accordingly, notwithstanding any term of this Note to the contrary, if Lender contracts for, charges, or receives any consideration that constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be canceled automatically and, if previously paid, shall at Lender's option be applied to the outstanding amount of the Loan or refunded to Borrower. In determining whether any interest exceeds the Highest Lawful Rate, such interest shall, to the -A 5- extent permitted by applicable law, be amortized, prorated, allocated, and spread in equal parts throughout the term of this Note. The Maker shall pay to Payee the aggregate outstanding principal amount of the Advances on October 1, 2020 (the “Maturity Date”). The Maker may, at any time and from time to time, prepay all or any portion of the principal of this Note without premium or penalty. Each payment of principal, including any prepayment, shall be accompanied by payment of all accrued but unpaid interest on the principal amount so repaid or prepaid. Advances under this Note may be requested orally by the Maker and Payee Lender shall record in its records all Advances and the amount of all payments of principal and interest thereonon the Loan. Any failure of Payee Lender to make such recordings, however, shall not affect Maker’s Borrower's repayment obligations. Payee’s Lender's records shall be presumptive evidence of the principal and interest owed by the MakerBorrower, absent manifest error. Payee shall have no obligation to make any Advances under this Note if (a) an Event of Default under this Note has occurred and is continuing (b) any of the equity interests in the Maker or any of its assets are transferred to (i) Xxxxxxxx 66 Partners LP Ithe “MLP”) or any of the MLP’s subsidiaries or (ii) any other person or entity that is not a subsidiary of Payee. The Maker shall make each payment in immediately available funds under this Note not later than 5:00 P.M. (Houston, Texas, time) on the day when due in lawful money of the United States of America to Payee at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000, or such other location as Payee shall designate in writing to the Maker. Whenever any payment to be made under this Note shall be stated to be due on a day other than a day on which commercial banks are open for business in Houston, Texas (“Business Day”), such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest. Each of the following shall be an “Event of Default" for the purposes of this Note: (a)(i) the Maker fails to pay when due any principal amount under this Note, (ii) the Maker fails to pay any interest on this Note within five Business Days after such interest becomes due or (iii) the Maker fails to pay any other amount payable under this Note (including but not limited to reimbursements and indemnifications) within ten Business Days after such amount becomes due, (b) the Maker fails to comply with any other covenant contained in this Note and such breach is not cured within 30 days after the date notice thereof is given by Payee, (c)(i) there hall have been filed against the Maker or any of its subsidiaries (or, if the Maker ever becomes a direct or indirect subsidiary of the MLP, then the MLP or any of its subsidiaries) or any of their respective properties, without their consent, any petition or other request for relief seeking an arrangement, receivership, reorganization, liquidation, or similar relief under bankruptcy or other laws for the relief of debtors and such request for relief (A) remains in effect for 60 or more consecutive days, or (B) is approved by a final nonappealable order, or (ii) the Maker or any of its subsidiaries (or, if the Maker ever becomes a direct or indirect subsidiary of the MLP, then the MLP or any of its subsidiaries) consent to or files any petition or other request for relief of the type described in clause (c)(1) above seeking relief from creditors, makes any assignment for the benefit of creditors or another arrangement with creditors, or admits in writing its inability to pay its debts as they become due. If the Maker fails to pay any principal or interest payment when due, the amount not paid shall bear interest at the default rate of the lesser of (a) the interest rate stated above plus two percent (2%) per annum or (b) the Highest Lawful Rate (as defined below), beginning on the date due until paid in full. During the continuation of any Event of Default, Payee may declare by written notice to the Maker the outstanding principal balance of the Advances plus all accrued interest thereon, and all other amounts payable by the Maker under this Note to be immediately due and payable. Upon the occurrence of any Event of Default relating to bankruptcy or insolvency of the maker, the outstanding principal amount of the Advances, all accrued interest thereon, and all other amounts payable by the Maker under this Note shall immediately and automatically become due and payable. Except for the notices provided above, the Maker waives notice of demand, intent to demand, presentment for payment, notice of nonpayment, protest, notice of setoff, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices in connection with the foregoing. Following an Event of Default, Payee may exercise (a) all of its rights under this Note and (b) all other rights at law or in equity. No right, power, or remedy conferred to Payee in this Note, or now or hereafter existing at law, in equity, by statute, or otherwise shall be exclusive, and each such right, power, or remedy shall to the full extent permitted by law be cumulative and in addition to every other such right, power or remedy. No course of dealing and no delay in exercising any right, power or remedy conferred to Payee in this Note, or now or hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver or otherwise prejudice any such right, power, or remedy. No notice to or demand upon the Maker shall entitle the Maker to similar notices or demands in the future.

SIGNATURE PAGES FOLLOW. ASSIGNOR: XXXXXXXX 66 XXXXXX FRAC DELTA BRAVO LLC By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Vice President and Treasurer ASSIGNEE: Xxxxxxxx 66 Partners LP By: Xxxxxxxx 66 Partners GP LLC, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Vice President and Treasurer LENDER: Xxxxxxxx 66 Company By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Vice President and Treasurer EXHIBIT A AMENDED AND RESTATED TERM PROMISSORY NOTE This is an amendment and restatement of that certain Term Promissory Note issued on January 20, 2014 by Xxxxxxxx 66 Xxxxxx Frac Delta Bravo LLC to Xxxxxxxx 66 Company (as amended to date, the “Original Promissory Note”). The outstanding principal amount of this Amended and Restated Term Promissory Note is $213,250,000.00 on the date hereof. Houston, Texas October 1, 2015 For value received, Xxxxxxxx 66 Xxxxxx Frac Alpha LLC, a Delaware limited liability company (“Maker”), hereby promises to pay to the order of Xxxxxxxx 66 Company, a Delaware corporation (“Payee"), the aggregate unpaid principal amount of all advances (the “Advances”) made by Payee to the Maker under this Amended and Restated Term Promissory Note (the "Note"). Subject to the terms and conditions of this Note, the Maker agrees to pay to Payee the aggregate outstanding principal balance of this Note, together with interest as set forth below, on or before the Maturity Date (as defined below). Once repaid, the Advances under this Note may not be reborrowed. The Advances shall bear interest on the unpaid principal balance thereof, from the date of borrowing to the dates of payment at the rate of three percent (3.0%) per annum. Such interest shall be (i) calculated on the daily outstanding balance of the Advances on the basis of a 360 day year for the actual days elapsed and (ii) payable quarterly in arrears on the tenth day following the last day of each calendar quarter during the term of this Note. The Maker shall pay to Payee the aggregate outstanding principal amount of the Advances on October 1, 2020 (the “Maturity Date”). The Maker may, at any time and from time to time, prepay all or any portion of the principal of this Note without premium or penalty. Each payment of principal, including any prepayment, shall be accompanied by payment of all accrued but unpaid interest on the principal amount so repaid or prepaid. Advances under this Note may be requested orally by the Maker and Payee shall record in its records all Advances and all payments of principal and interest thereon. Any failure of Payee to make such recordings, however, shall not affect Maker’s repayment obligations. Payee’s records shall be presumptive evidence of the principal and interest owed by the Maker, absent manifest error. Payee shall have no obligation to make any Advances under this Note if (a) an Event of Default under this Note has occurred and is continuing (b) any of the equity interests in the Maker or any of its assets are transferred to (i) Xxxxxxxx 66 Partners LP Ithe “MLP”) or any of the MLP’s subsidiaries or (ii) any other person or entity that is not a subsidiary of Payee. The Maker shall make each payment in immediately available funds under this Note not later than 5:00 P.M. (Houston, Texas, time) on the day when due in lawful money of the United States of America to Payee at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000, or such other location as Payee shall designate in writing to the Maker. Whenever any payment to be made under this Note shall be stated to be due on a day other than a day on which commercial banks are open for business in Houston, Texas (“Business Day”), such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest. Each of the following shall be an “Event of Default" for the purposes of this Note: (a)(i) the Maker fails to pay when due any principal amount under this Note, (ii) the Maker fails to pay any interest on this Note within five Business Days after such interest becomes due or (iii) the Maker fails to pay any other amount payable under this Note (including but not limited to reimbursements and indemnifications) within ten Business Days after such amount becomes due, (b) the Maker fails to comply with any other covenant contained in this Note and such breach is not cured within 30 days after the date notice thereof is given by Payee, (c)(i) there hall have been filed against the Maker or any of its subsidiaries (or, if the Maker ever becomes a direct or indirect subsidiary of the MLP, then the MLP or any of its subsidiaries) or any of their respective properties, without their consent, any petition or other request for relief seeking an arrangement, receivership, reorganization, liquidation, or similar relief under bankruptcy or other laws for the relief of debtors and such request for relief (A) remains in effect for 60 or more consecutive days, or (B) is approved by a final nonappealable order, or (ii) the Maker or any of its subsidiaries (or, if the Maker ever becomes a direct or indirect subsidiary of the MLP, then the MLP or any of its subsidiaries) consent to or files any petition or other request for relief of the type described in clause (c)(1) above seeking relief from creditors, makes any assignment for the benefit of creditors or another arrangement with creditors, or admits in writing its inability to pay its debts as they become due. If the Maker fails to pay any principal or interest payment when due, the amount not paid shall bear interest at the default rate of the lesser of (a) the interest rate stated above plus two percent (2%) per annum or (b) the Highest Lawful Rate (as defined below), beginning on the date due until paid in full. During the continuation of any Event of Default, Payee may declare by written notice to the Maker the outstanding principal balance of the Advances plus all accrued interest thereon, and all other amounts payable by the Maker under this Note to be immediately due and payable. Upon the occurrence of any Event of Default relating to bankruptcy or insolvency of the maker, the outstanding principal amount of the Advances, all accrued interest thereon, and all other amounts payable by the Maker under this Note shall immediately and automatically become due and payable. Except for the notices provided above, the Maker waives notice of demand, intent to demand, presentment for payment, notice of nonpayment, protest, notice of setoff, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices in connection with the foregoing. Following an Event of Default, Payee may exercise (a) all of its rights under this Note and (b) all other rights at law or in equity. No right, power, or remedy conferred to Payee in this Note, or now or hereafter existing at law, in equity, by statute, or otherwise shall be exclusive, and each such right, power, or remedy shall to the full extent permitted by law be cumulative and in addition to every other such right, power or remedy. No course of dealing and no delay in exercising any right, power or remedy conferred to Payee in this Note, or now or hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver or otherwise prejudice any such right, power, or remedy. No notice to or demand upon the Maker shall entitle the Maker to similar notices or demands in the future.

SIGNATURE PAGES FOLLOW. ASSIGNORA 3- ORIGINAL BORROWER: XXXXXXXX Xxxxxxxx 66 XXXXXX FRAC DELTA LLC Company By: /s/ Xxxx _________________________ Name: Xxxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Vice President and Treasurer ASSIGNEENEW BORROWER: Xxxxxxxx 66 Partners LP By: Xxxxxxxx 66 Partners GP LLC, its General Partner By: /s/ Xxxx Name: Xxxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Vice President and Treasurer LENDER: Xxxxxxxx 66 Gas Company Shareholder, Inc. By: /s/ Xxxx Name: Xxxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Vice President and Treasurer -A 4- EXHIBIT A AMENDED AND RESTATED THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. IT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. TERM PROMISSORY LOAN NOTE This is an amendment and restatement of that certain Term Promissory Note issued on January 20$244,000,000.00 October 23, 2014 by Xxxxxxxx 66 Xxxxxx Frac Delta LLC to Xxxxxxxx 66 Company (as amended to date, the “Original Promissory Note”). The outstanding principal amount of this Amended and Restated Term Promissory Note is $213,250,000.00 on the date hereof. Houston, Texas October 1, 2015 For value received, the undersigned Xxxxxxxx 66 Xxxxxx Frac Alpha LLCCompany, a Delaware limited liability company corporation, with principal offices at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000 (“MakerBorrower”), hereby promises to pay to the order of Xxxxxxxx 66 CompanyGas Company Shareholder, Inc., a Delaware corporation corporation, with principal offices at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000 (“Payee"Lender”), the aggregate unpaid principal amount of all advances Two Hundred Forty Four Million and No/100’s Dollars ($244,000,000.00) (the “AdvancesLoan”) made all as required by Payee to the Maker under this Amended and Restated Term Promissory Loan Note (the "this “Note"”). The Loan is not revolving and any amounts repaid may not be reborrowed by Borrower. Subject to the terms and conditions of this Note, the Maker Borrower agrees to pay repay to Payee Lender the aggregate outstanding principal balance of this Notethe Loan, together with accrued and unpaid interest thereon as set forth below, on December 1, 2019 (the “Maturity Date”) or before such earlier date upon which the Maturity Date (as defined below). Once repaid, maturity of the Advances under this Note Loan may not be reborrowedhave been accelerated pursuant to the terms hereof. The Advances Loan shall bear interest on the unpaid principal balance thereofbalance, from the date of borrowing to the dates date of payment at the rate of three and one/tenth percent (3.03.1%) per annum. Such interest shall be (i) calculated on the daily outstanding balance based upon a year of the Advances on the basis of a 360 day year days for the actual number of days elapsed and (ii) payable paid, as applicable, (A) quarterly in arrears on the tenth first day following the last day of each calendar quarter during quarter, beginning on April 1, 2015, and (B) on the Maturity Date; provided that Borrower shall make an interest payment on January 2, 2015 for the stub interest period beginning on December 1, 2014 and ending on December 31, 2014. If Borrower fails to pay any principal or interest payment as and when due, any amount not paid shall bear interest at the rate of five and one/tenth percent (5.1%) per annum instead of the interest rate stated above, from the date due to the date on which such amount is paid in full. Notwithstanding the foregoing or any other provision of this Note, interest on the Loan and other amounts due hereunder at any time shall be limited to the highest lawful rate that may be charged under the laws of the State of Texas at such time (the “Highest Lawful Rate”). It is the intention of Lender and Borrower to conform strictly to any applicable usury laws. Accordingly, notwithstanding any term of this Note to the contrary, if Lender contracts for, charges, or receives any consideration that constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be canceled automatically and, if previously paid, shall at Lender's option be applied to the outstanding amount of the Loan or refunded to Borrower. In determining whether any interest exceeds the Highest Lawful Rate, such interest shall, to the -A 5- extent permitted by applicable law, be amortized, prorated, allocated, and spread in equal parts throughout the term of this Note. The Maker shall pay to Payee the aggregate outstanding principal amount of the Advances on October 1, 2020 (the “Maturity Date”). The Maker may, at any time and from time to time, prepay all or any portion of the principal of this Note without premium or penalty. Each payment of principal, including any prepayment, shall be accompanied by payment of all accrued but unpaid interest on the principal amount so repaid or prepaid. Advances under this Note may be requested orally by the Maker and Payee Lender shall record in its records all Advances and the amount of all payments of principal and interest thereonon the Loan. Any failure of Payee Lender to make such recordings, however, shall not affect Maker’s Borrower's repayment obligations. Payee’s Lender's records shall be presumptive evidence of the principal and interest owed by the MakerBorrower, absent manifest error. Payee shall have no obligation to make any Advances under this Note if (a) an Event of Default under this Note has occurred and is continuing (b) any of the equity interests in the Maker or any of its assets are transferred to (i) Xxxxxxxx 66 Partners LP Ithe “MLP”) or any of the MLP’s subsidiaries or (ii) any other person or entity that is not a subsidiary of Payee. The Maker shall make each payment in immediately available funds under this Note not later than 5:00 P.M. (Houston, Texas, time) on the day when due in lawful money of the United States of America to Payee at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000, or such other location as Payee shall designate in writing to the Maker. Whenever any payment to be made under this Note shall be stated to be due on a day other than a day on which commercial banks are open for business in Houston, Texas (“Business Day”), such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest. Each of the following shall be an “Event of Default" for the purposes of this Note: (a)(i) the Maker fails to pay when due any principal amount under this Note, (ii) the Maker fails to pay any interest on this Note within five Business Days after such interest becomes due or (iii) the Maker fails to pay any other amount payable under this Note (including but not limited to reimbursements and indemnifications) within ten Business Days after such amount becomes due, (b) the Maker fails to comply with any other covenant contained in this Note and such breach is not cured within 30 days after the date notice thereof is given by Payee, (c)(i) there hall have been filed against the Maker or any of its subsidiaries (or, if the Maker ever becomes a direct or indirect subsidiary of the MLP, then the MLP or any of its subsidiaries) or any of their respective properties, without their consent, any petition or other request for relief seeking an arrangement, receivership, reorganization, liquidation, or similar relief under bankruptcy or other laws for the relief of debtors and such request for relief (A) remains in effect for 60 or more consecutive days, or (B) is approved by a final nonappealable order, or (ii) the Maker or any of its subsidiaries (or, if the Maker ever becomes a direct or indirect subsidiary of the MLP, then the MLP or any of its subsidiaries) consent to or files any petition or other request for relief of the type described in clause (c)(1) above seeking relief from creditors, makes any assignment for the benefit of creditors or another arrangement with creditors, or admits in writing its inability to pay its debts as they become due. If the Maker fails to pay any principal or interest payment when due, the amount not paid shall bear interest at the default rate of the lesser of (a) the interest rate stated above plus two percent (2%) per annum or (b) the Highest Lawful Rate (as defined below), beginning on the date due until paid in full. During the continuation of any Event of Default, Payee may declare by written notice to the Maker the outstanding principal balance of the Advances plus all accrued interest thereon, and all other amounts payable by the Maker under this Note to be immediately due and payable. Upon the occurrence of any Event of Default relating to bankruptcy or insolvency of the maker, the outstanding principal amount of the Advances, all accrued interest thereon, and all other amounts payable by the Maker under this Note shall immediately and automatically become due and payable. Except for the notices provided above, the Maker waives notice of demand, intent to demand, presentment for payment, notice of nonpayment, protest, notice of setoff, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices in connection with the foregoing. Following an Event of Default, Payee may exercise (a) all of its rights under this Note and (b) all other rights at law or in equity. No right, power, or remedy conferred to Payee in this Note, or now or hereafter existing at law, in equity, by statute, or otherwise shall be exclusive, and each such right, power, or remedy shall to the full extent permitted by law be cumulative and in addition to every other such right, power or remedy. No course of dealing and no delay in exercising any right, power or remedy conferred to Payee in this Note, or now or hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver or otherwise prejudice any such right, power, or remedy. No notice to or demand upon the Maker shall entitle the Maker to similar notices or demands in the future.

SIGNATURE PAGES FOLLOW. ASSIGNOR: XXXXXXXX 66 XXXXXX FRAC DELTA XXXXXXX LLC By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Vice President and Treasurer ASSIGNEE: Xxxxxxxx 66 Partners LP By: Xxxxxxxx 66 Partners GP LLC, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Vice President and Treasurer LENDER: Xxxxxxxx 66 Company By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Vice President and Treasurer EXHIBIT A AMENDED AND RESTATED TERM PROMISSORY NOTE This is an amendment and restatement of that certain Term Promissory Note issued on January 20, 2014 by Xxxxxxxx 66 Xxxxxx Frac Delta Xxxxxxx LLC to Xxxxxxxx 66 Company (as amended to date, the “Original Promissory Note”). The outstanding principal amount of this Amended and Restated Term Promissory Note is $213,250,000.00 on the date hereof. Houston, Texas October 1, 2015 For value received, Xxxxxxxx 66 Xxxxxx Frac Alpha LLC, a Delaware limited liability company (“Maker”), hereby promises to pay to the order of Xxxxxxxx 66 Company, a Delaware corporation (“Payee"), the aggregate unpaid principal amount of all advances (the “Advances”) made by Payee to the Maker under this Amended and Restated Term Promissory Note (the "Note"). Subject to the terms and conditions of this Note, the Maker agrees to pay to Payee the aggregate outstanding principal balance of this Note, together with interest as set forth below, on or before the Maturity Date (as defined below). Once repaid, the Advances under this Note may not be reborrowed. The Advances shall bear interest on the unpaid principal balance thereof, from the date of borrowing to the dates of payment at the rate of three percent (3.0%) per annum. Such interest shall be (i) calculated on the daily outstanding balance of the Advances on the basis of a 360 day year for the actual days elapsed and (ii) payable quarterly in arrears on the tenth day following the last day of each calendar quarter during the term of this Note. The Maker shall pay to Payee the aggregate outstanding principal amount of the Advances on October 1, 2020 (the “Maturity Date”). The Maker may, at any time and from time to time, prepay all or any portion of the principal of this Note without premium or penalty. Each payment of principal, including any prepayment, shall be accompanied by payment of all accrued but unpaid interest on the principal amount so repaid or prepaid. Advances under this Note may be requested orally by the Maker and Payee shall record in its records all Advances and all payments of principal and interest thereon. Any failure of Payee to make such recordings, however, shall not affect Maker’s repayment obligations. Payee’s records shall be presumptive evidence of the principal and interest owed by the Maker, absent manifest error. Payee shall have no obligation to make any Advances under this Note if (a) an Event of Default under this Note has occurred and is continuing (b) any of the equity interests in the Maker or any of its assets are transferred to (i) Xxxxxxxx 66 Partners LP Ithe “MLP”) or any of the MLP’s subsidiaries or (ii) any other person or entity that is not a subsidiary of Payee. The Maker shall make each payment in immediately available funds under this Note not later than 5:00 P.M. (Houston, Texas, time) on the day when due in lawful money of the United States of America to Payee at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000, or such other location as Payee shall designate in writing to the Maker. Whenever any payment to be made under this Note shall be stated to be due on a day other than a day on which commercial banks are open for business in Houston, Texas (“Business Day”), such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest. Each of the following shall be an “Event of Default" for the purposes of this Note: (a)(i) the Maker fails to pay when due any principal amount under this Note, (ii) the Maker fails to pay any interest on this Note within five Business Days after such interest becomes due or (iii) the Maker fails to pay any other amount payable under this Note (including but not limited to reimbursements and indemnifications) within ten Business Days after such amount becomes due, (b) the Maker fails to comply with any other covenant contained in this Note and such breach is not cured within 30 days after the date notice thereof is given by Payee, (c)(i) there hall have been filed against the Maker or any of its subsidiaries (or, if the Maker ever becomes a direct or indirect subsidiary of the MLP, then the MLP or any of its subsidiaries) or any of their respective properties, without their consent, any petition or other request for relief seeking an arrangement, receivership, reorganization, liquidation, or similar relief under bankruptcy or other laws for the relief of debtors and such request for relief (A) remains in effect for 60 or more consecutive days, or (B) is approved by a final nonappealable order, or (ii) the Maker or any of its subsidiaries (or, if the Maker ever becomes a direct or indirect subsidiary of the MLP, then the MLP or any of its subsidiaries) consent to or files any petition or other request for relief of the type described in clause (c)(1) above seeking relief from creditors, makes any assignment for the benefit of creditors or another arrangement with creditors, or admits in writing its inability to pay its debts as they become due. If the Maker fails to pay any principal or interest payment when due, the amount not paid shall bear interest at the default rate of the lesser of (a) the interest rate stated above plus two percent (2%) per annum or (b) the Highest Lawful Rate (as defined below), beginning on the date due until paid in full. During the continuation of any Event of Default, Payee may declare by written notice to the Maker the outstanding principal balance of the Advances plus all accrued interest thereon, and all other amounts payable by the Maker under this Note to be immediately due and payable. Upon the occurrence of any Event of Default relating to bankruptcy or insolvency of the maker, the outstanding principal amount of the Advances, all accrued interest thereon, and all other amounts payable by the Maker under this Note shall immediately and automatically become due and payable. Except for the notices provided above, the Maker waives notice of demand, intent to demand, presentment for payment, notice of nonpayment, protest, notice of setoff, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices in connection with the foregoing. Following an Event of Default, Payee may exercise (a) all of its rights under this Note and (b) all other rights at law or in equity. No right, power, or remedy conferred to Payee in this Note, or now or hereafter existing at law, in equity, by statute, or otherwise shall be exclusive, and each such right, power, or remedy shall to the full extent permitted by law be cumulative and in addition to every other such right, power or remedy. No course of dealing and no delay in exercising any right, power or remedy conferred to Payee in this Note, or now or hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver or otherwise prejudice any such right, power, or remedy. No notice to or demand upon the Maker shall entitle the Maker to similar notices or demands in the future.