SUPPLEMENT NO. 1 TO SECURITY AGREEMENT
Exhibit 10.11
Execution Version
SUPPLEMENT NO. 1 TO SECURITY AGREEMENT
This SUPPLEMENT NO. 1 TO SECURITY AGREEMENT, dated as of May 4, 2021 (this “Supplement”), by Crimson Midstream I Corporation, a Delaware corporation and Crimson Midstream Services, LLC, a Delaware limited liability company in favor of Xxxxx Fargo Bank, National Association, as administrative agent for the ratable benefit of itself and the Secured Parties (as defined below).
PRELIMINARY STATEMENTS
A.Reference is made to that certain Amended and Restated Credit Agreement dated as of February 4, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Crimson Midstream Operating, LLC, a Delaware limited liability company (“Crimson Operating”) Corridor MoGas, Inc., a Delaware corporation (“Corridor MoGas” and, along with Crimson Operating, each a “Borrower” and collectively the “Borrowers”), the guarantors party thereto from time to time, the lenders party thereto from time to time (individually, a “Lender” and collectively, the “Lenders”), Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), as swingline lender (in such capacity, the “Swingline Lender”) and as issuing bank (in such capacity, the “Issuing Bank”), and the other parties from time to time party thereto.
B.In connection with the Credit Agreement, the Borrowers and certain other Grantors entered into that certain Amended and Restated Security Agreement dated as of February 4, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among, the Borrowers, the other Grantors party thereto from time to time, and the Administrative Agent for the ratable benefit of itself and the Secured Parties.
C.Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement or Credit Agreement, as applicable.
D.The Grantors have entered into the Security Agreement in order to, among other things, induce the Lenders to make Advances, the Swingline Lenders to make Swingline Loans and the Issuing Bank to issue, extend and renew Letters of Credit under the Credit Agreement. Pursuant to Section 5.11 of the Credit Agreement, each Subsidiary (other than an Unrestricted Subsidiary or a Regulated Subsidiary) of the Borrowers that was not a Subsidiary of the Borrowers on the date of the Credit Agreement is required to enter into the Security Agreement as a Grantor. Section 16(i) of the Security Agreement provides that such Subsidiaries of the Borrowers may become Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned (each, a “New Grantor”) are executing this Supplement in accordance with the requirements of the Credit Agreement to become Grantors under the Security Agreement in order to, among other things, induce the Lenders to make additional Advances and the Issuing Bank to issue, extend and renew Letters of Credit under the Credit Agreement and as consideration for Advances previously made and Letters of Credit previously issued.
Accordingly, the Administrative Agent and each New Grantor agree as follows:
Supplement No. 1 to Amended and Restated Security Agreement
Exhibit 10.11
SECTION 1. In accordance with Section 16(i) of the Security Agreement, each New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties under the Security Agreement are true and correct as to such New Grantor on and as of the date hereof in all material respects (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall be true and correct in all respects). In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Secured Obligations, does hereby create and grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a continuing security interest in and Lien on all of such New Grantor’s right, title and interest in and to the Collateral (as defined in the Security Agreement) of such New Grantor pursuant to the terms of the Security Agreement. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is hereby incorporated herein by reference.
SECTION 2. Each New Grantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms·(subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
SECTION 3. Attached hereto as Exhibit A are supplemental schedules to the Security Agreement, which schedules set forth the information required by the Security Agreement with respect to each New Grantor.
SECTION 4. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.
SECTION 5. All communications and notices hereunder shall be in writing and given as provided in the Security Agreement. All communications and notices hereunder to each New Grantor shall be given to it at the address set forth under its signature hereto.
SECTION 6. The terms and conditions of Sections 16(e), (f), (g), and (j) of the Security Agreement shall be incorporated into this Supplement, mutatis mutandi.
Supplement No. 1 to Amended and Restated Security Agreement
Exhibit 10.11
IN WITNESS WHEREOF, each New Grantor has duly executed this Supplement to the Security Agreement as of the day and year first above written.
CRIMSON MIDSTREAM I CORPORATION, a
Delaware corporation
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Chief Financial Officer
Address: 0000 Xxxxxxxxxx Xx., Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
CRIMSON MIDSTREAM SERVICES, LLC, a
Delaware limited liability company
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Chief Financial Officer
Address: 0000 Xxxxxxxxxx Xx., Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Supplement No. I to Amended and Restated Security Agreement
Exhibit 10.11
SCHEDULE 1
to Security Agreement
COMMERCIAL TORT CLAIMS
None.
Exhibit 10.11
SCHEDULE 2
to Security Agreement
ENTITY INFORMATION
Name of Grantor: Crimson Midstream I Corporation
Jurisdiction of Formation / Filing: Delaware
Type of Organization: Corporation
Organizational Number: xxxxxxx
Federal Tax Identification Number: xx-xxxxxxx
Principal Place of Business/Chief Executive Office:
Address: 0000 Xxxxxxxxxx Xx., Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Address where books and records are kept: Address: 0000 Xxxxxxxxxx Xx., Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Prior Names: None
Name of Grantor: Crimson Midstream Services, LLC
Jurisdiction of Formation / Filing: Delaware
Type of Organization: Limited liability company
Organizational Number: xxxxxxx
Federal Tax Identification Number: xx-xxxxxxx
Principal Place of Business/Chief Executive Office:
Address: 0000 Xxxxxxxxxx Xx., Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Address where books and records are kept: Address: 0000 Xxxxxxxxxx Xx., Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Prior Names: None
Exhibit 10.11
SCHEDULE 3
to Security Agreement
FILING OFFICES
Entity Name | Jurisdiction | Office | ||||||
Crimson Midstream I Corporation | Delaware | Secretary of State | ||||||
Crimson Midstream Services, LLC | Delaware | Secretary of State | ||||||
Exhibit 10.11
SCHEDULE 4
to Security Agreement
LOCATIONS OF EQUIPMENT AND INVENTORY
None.
Exhibit 10.11
SCHEDULE 5
to Security Agreement
INSTRUMENTS, CHATTEL PAPER AND DOCUMENTS
None.
Exhibit 10.11
SCHEDULE 6
to Security Agreement
DEPOSIT ACCOUNTS
Name of Grantor | Name of Institution | Account Number | Type of Account | ||||||||
| NONE | |||||||||||
COMMODITY ACCOUNTS
Name of Grantor | Name of Institution | Account Number | Type of Account | ||||||||
| NONE | |||||||||||
SECURITIES ACCOUNTS
Name of Grantor | Name of Institution | Account Number | Type of Account | ||||||||
| NONE | |||||||||||
Exhibit 10.11
SCHEDULE 7
to Security Agreement
LETTERS OF CREDIT
None.
Exhibit 10.11
SCHEDULE 8
to Security Agreement INTELLECTUAL PROPERTY RIGHTS PATENTS
Name of Grantor | Patent Description | Patent Number | Issue Date | ||||||||
| NONE | |||||||||||
PATENT APPLICATIONS
Name of Grantor | Patent Application | Application Filing Date | Application Serial Number | ||||||||
| NONE | |||||||||||
TRADEMARKS
Name of Grantor | Trademark | Registration Date | Registration Number | ||||||||
| NONE | |||||||||||
TRADEMARK APPLICATIONS
Name of Grantor | Trademark Application | Application Filing Date | Application Serial Number | ||||||||
| NONE | |||||||||||
COPYRIGHTS
Name of Grantor | Copyright | Registration Date | Registration Number | ||||||||
| NONE | |||||||||||
COPYRIGHT APPLICATIONS
Name of Grantor | Copyright Application | Application Filing Date | Application Serial Number | ||||||||
| [NONE] | |||||||||||
INTELLECTUAL PROPERTY LICENSES
Name of Grantor | Name of Agreement | Date of Agreement | Parties to Agreement | ||||||||
| NONE | |||||||||||
Exhibit 10.11
SCHEDULE 9
to Security Agreement
TRANSMITTING UTILITY STATUS
None.
