AMENDMENT NO. 1 TO FIRST AMENDED & RESTATED CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1 TO FIRST AMENDED & RESTATED CREDIT AGREEMENT

This Amendment No. 1 to First Amended & Restated Credit Agreement (this “Amendment”), dated as of June 27, 2014, is by and among The Xxxxxxxx Companies, Inc., a Delaware corporation (“Borrower”), the Lenders party hereto, and Citibank, N.A., as administrative agent for the Lenders (the “Administrative Agent”).

WHEREAS, the Borrower, the Lenders, the Administrative Agent and Issuing Banks are parties to that certain First Amended and Restated Credit Agreement dated as of July 31, 2013 (the “Credit Agreement”; the capitalized terms of which are used herein unless otherwise defined herein);

WHEREAS, the Borrower has requested and the Required Lenders have agreed to amend the Credit Agreement as provided for herein.

NOW THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

Section 1. Amendment to Credit Agreement.

(a) The Table of Contents of the Credit Agreement is hereby amended by (i) re-numbering existing Section 9.20 as Section 9.21 and (ii) inserting “Section 9.20 – MLP Combination” in numerical order therein.

(b) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in alphabetical order therein:

“ACMP General Partner” means the general partner of ACMP.

“ACMP” means Access Midstream Partners, L.P., a Delaware limited partnership and its successors and survivors.

“Designated General Partner” means the general partner of any Designated MLP.

“Designated MLP” means each master limited partnership which would be a Subsidiary of the Borrower but for the proviso at the end of clause (b) of the definition of “Subsidiary”.

“Designated MLP Entities” means each Designated MLP and its respective subsidiaries.

“MLP Combination” means any transaction, or series of related transactions, pursuant to which ACMP and WPZ combine, merge, or otherwise consolidate into one master limited partnership.”

“WPZ General Partner” means the general partner of WPZ.

“WPZ” means Xxxxxxxx Partners, L.P., a Delaware limited partnership and its successors and survivors.

(c) The definition of “consolidated” set forth in set forth in Section 1.01 of the Credit Agreement is hereby amended by inserting the word “Designated” immediately before the word “MLP” therein.

(d) Clause (b) of the definition of “Consolidated EBITDA” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing “the MLP or the General Partner, the MLP and the General Partner” with “any Designated MLP or any Designated General Partner, any Designated MLP or any Designated General Partner”.

(e) The definition of “General Partner” set forth in Section 1.01 of the Credit Agreement is hereby deleted.

(f) The definition of “GP Buy-in” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing “the General Partner to MLP” with “any Designated General Partner to the applicable Designated MLP”.

(g) The last paragraph of the definition of “Indebtedness” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows: “Notwithstanding the foregoing, Indebtedness of the Borrower will be deemed not to include Indebtedness of any Designated General Partner with respect to Indebtedness of any Designated MLP arising by operation of law due to such Designated General Partner’s position as a general partner of such Designated MLP.”

(h) The definition of “MLP” set forth in Section 1.01 of the Credit Agreement is hereby deleted.

(i) The definition of “MLP Entities” set forth in Section 1.01 of the Credit Agreement is hereby deleted.

(j) The definition of “MLP Partnership Agreement” set forth in Section 1.01 of the Credit Agreement is hereby deleted.

(k) The definition of “Non-Recourse Subsidiary” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing “the General Partner or the MLP” with “the WPZ General Partner or WPZ”.

(l) The proviso in clause (b) of the definition of “Subsidiary” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing “(1) the MLP and any of its Subsidiaries” with “(1) any Designated MLP Entity”.

(m) Section 5.09 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Section 5.09 Maintenance of Ownership. At all times, the Borrower will (a) Control the WPZ General Partner, (b) maintain ownership free and clear of any Liens of at least 50% of the Equity Interests in the WPZ General Partner, and (c) cause the WPZ General Partner to maintain

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ownership free and clear of any Liens of at least 50% of the incentive distribution rights in WPZ; provided that nothing in this clause (c) shall prohibit (i) the WPZ General Partner’s ability to waive or reset its incentive distribution rights in WPZ or (ii) the termination of the incentive distribution rights in connection with a GP Buy-in.

(n) Section 6.01 of the Credit Agreement is hereby amended by (i) replacing “The Borrower will not permit any Subsidiary (other than Canadian Subsidiaries) or the General Partner” with “The Borrower will not permit any Subsidiary (other than Canadian Subsidiaries), the WPZ General Partner, or (so long as ACMP is a Designated MLP) the ACMP General Partner”, (ii) replacing “(and the General Partner, but only so long as the Borrower is the lender with respect to such indebtedness)” with “(and the WPZ General Partner and the ACMP General Partner, but only so long as the Borrower is the lender with respect to such indebtedness)” and (iii) replacing “nor the General Partner” with “nor the WPZ General Partner, nor (so long as ACMP is a Designated MLP) the ACMP General Partner”.

(o) Section 6.02 of the Credit Agreement is hereby amended by replacing “the MLP” with “WPZ”.

(p) Section 6.06 of the Credit Agreement is hereby amended by (i) inserting the word “Designated” immediately prior to “MLP” in subsection (i) thereof and (ii) replacing “the MLP Partnership Agreement” with “the partnership agreement or other operating agreement of the applicable Designated MLP Entity”.

(q) Section 6.07(a) of the Credit Agreement is hereby amended by replacing “5.00” with “5.50”.

(r) Section 6.07(b) of the Credit Agreement is hereby amended by replacing “4.50” with “4.75”.

(s) Article VII(f) of the Credit Agreement is hereby amended by replacing each instance of “the MLP” with “WPZ”.

(t) Article VII(g) of the Credit Agreement is hereby amended by replacing each instance of “the MLP” with “WPZ”.

(u) Article VII(h) of the Credit Agreement is hereby amended by replacing each instance of “the MLP” with “WPZ”.

(v) Article VII(i) of the Credit Agreement is hereby amended by replacing “the MLP” with “WPZ”.

(w) The existing Section 9.20 set forth in the Credit Agreement is hereby re-numbered as Section 9.21 and a new Section 9.20 is inserted therein in numerical order as follows:

“Section 9.20 MLP Combination. Notwithstanding any term or provision herein or in any other Loan Document, the parties hereto agree that any MLP Combination and any transaction related thereto is expressly permitted under this Agreement and each other Loan Document without any further action, waiver, consent or agreement by the Administrative

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Agent, the Arrangers, any other agent or any Lender from time to time party hereto; provided that, for the avoidance of doubt, the Borrower shall be required to comply with Section 6.07, notwithstanding this Section 9.20.”

Section 2. Condition to Effectiveness. This Amendment shall become effective (the “Amendment Date”) when the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower and the Required Lenders.

Section 3. Representation and Warranty. The Borrower hereby represents and warrants that, as of the Amendment Date that:

(a) This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) The execution, delivery and performance by the Borrower of this Amendment do not contravene (i) the Borrower’s organizational documents or (ii) any material law or any restriction under any material agreement binding on the Borrower and will not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement.

Section 4. Effect of Loan Document.

(a) The Credit Agreement and the Loan Documents remain in full force and effect, as amended hereby, and nothing herein shall act as a waiver of any of the Administrative Agent’s or Lenders’ rights under the Loan Documents, as amended, however denominated. After the Amendment Date, any reference to the Credit Agreement in any Loan Document shall be a reference to the Credit Agreement, as amended by this Amendment.

(b) 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 and warranties under this Amendment may be a Default or Event of Default under other Loan Documents as provided therein.

Section 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States of America.

Section 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Transmission by facsimile or electronic transmission (i.e., pdf) of an executed counterpart of this Amendment shall be deemed to constitute due and sufficient delivery of such counterpart.

[REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the Amendment Date.

THE XXXXXXXX COMPANIES, INC.
By:		/s/ Xxxxx X. Xxxxxxx

Name:

Title:

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

Lenders:

CITIBANK, N.A.

Individually and as Administrative Agent and

as an Issuing Bank

By:       /s/ Xxxx Xxxxx

Name:  Xxxx Xxxxx

Title:    Vice President

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

BANK OF AMERICA, N.A.

Individually and as an Issuing Bank

By:       /s/ Xxxxxx X. XxXxxx

Name:  Xxxxxx X. XxXxxx

Title:    Managing Director

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

Barclays Bank PLC

Individually and as an Issuing Bank

By:       /s/ Xxxx Xxxxxxxxx

Name:  Xxxx Xxxxxxxxx

Title:    Assistant Vice President

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

JPMorgan Chase Bank, N.A. Individually and as an Issuing Bank
By:		/s/ Xxxxxxxx Xxxxx

Name:		Xxxxxxxx Xxxxx
Title:		Vice President

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

Credit Agricole Corporate and Investment Bank, Individually and as an Issuing Bank
By:		/s/ Xxxxxxx Xxxxxxx

Name:		Xxxxxxx Xxxxxxx
Title:		Managing Director

By:       /s/ Xxxxxxx X. Xxxxxx

Name:		Xxxxxxx X. Xxxxxx
Title:		Managing Director

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

The Bank of Nova Scotia, Individually and as an Issuing Bank
By:		/s/ Xxxx Xxxxxxx

Name:		Xxxx Xxxxxxx
Title:		Director

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

THE ROYAL BANK OF SCOTLAND PLC
By:		/s/ Xxxxxx Xxxxxx

Name:		Xxxxxx Xxxxxx
Title:		Authorised Signatory

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

UBS AG, Stamford Branch
By:		/s/ Xxxxxxxx Xxxxxxxx

Name:		Xxxxxxxx Xxxxxxxx
Title:		Associate Director

By:       /s/ Xxxxxxx Xxxx

Name:		Xxxxxxx Xxxx
Title:		Associate Director

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

Xxxxx Fargo Bank, N.A.
By:		/s/ Xxxxxxxx Xxxxxxxx

Name:		Xxxxxxxx Xxxxxxxx
Title:		Director

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

By:   /s/ Xxxxxxx Xxxxxxx

Name:		Xxxxxxx Xxxxxxx
Title:		Authorized Signatory

By:   /s/ Xxxxxx Xxxxxx

Name:		Xxxxxx Xxxxxx
Title:		Authorized Signatory

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

DEUTSCHE BANK AG NEW YORK
By:		/s/ Xxxx X. Xxx

Name:		Xxxx X. Xxx
Title:		Vice President

By:      /s/ Xxxxxxx Xxxxxxxx

Name:		Xxxxxxx Xxxxxxxx
Title:		Managing Director

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

Xxxxxxx Sachs Bank USA
By:		/s/ Xxxxxxxx Xxxxxxx

Name: Xxxxxxxx Xxxxxxx

Title:   Authorized Signatory

By:      /s/ Xxxxxxx Xxxxxxxx

Name:

Title:

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

XXXXXX XXXXXXX BANK, N.A.
By:		/s/ Xxxxxxxxxxx Xxxxxxxx

Name: Xxxxxxxxxxx Xxxxxxxx

Title:   Authorized Signatory

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

ROYAL BANK OF CANADA
By:		/s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title:   Authorized Signatory

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

Compass Bank
By:		/s/ Xxxxxxxx X. Xxxxx

Name: Xxxxxxxx X. Xxxxx

Title:   Senior Vice President

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

DNB Bank ASA, Grand Cayman Branch
By:		/s/ Xxxxxx X. Xxxxxxxxxx

Name:   Xxxxxx X. Xxxxxxxxxx

Title:     Senior Vice President

By:        /s/ Xxxxxx Xxxxxx

Name:   Xxxxxx Xxxxxx

Title:     First Vice President

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

Mizuho Bank, Ltd.
By:		/s/ Xxxx Mo

Name:   Xxxx Mo

Title:     Authorized Signatory

By:

Name:

Title:

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

SUMITOMO MITSUI BANKING CORPORATION,

By:         /s/ Xxxxx X. Xxxxxxxxx

Name:   Xxxxx X. Xxxxxxxxx

Title:     Managing Director

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

TORONTO DOMINION (NEW YORK) LLC
By:		/s/ Xxxxxx Xxxxxx

Xxxxxx Xxxxxx

Authorized Signatory

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

Bank of Tokyo-Mitsubishi UFJ
By:		/s/ Xxxx Xxxxxxxxxx

Name:		Xxxx Xxxxxxxxxx
Title:		Vice President

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

U.S. Bank National Association
By:		/s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title:   Vice President

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

XXXXXXXXX GROUP, LLC
By:		/s/ Xxxx Xxxxxx

Xxxx Xxxxxx

Managing Director

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

BOKF NA, DBA BANK OF OKLAHOMA
By:		/s/ J. Xxxx Xxxxxx

J. Xxxx Xxxxxx

Vice President

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.

XXXXXXX XXXXX BANK, N.A.
By:		/s/ Xxxxx X. Xxxxxxx

Name:		Xxxxx X. Xxxxxxx
Title:		Vice President

Signature Page to Amendment No. 1 – The Xxxxxxxx Companies, Inc.