COMMITMENT INCREASE AND JOINDER AGREEMENT (Commitment Increase Pursuant to Section 2.16 of Credit Agreement)

Exhibit 10.1

EXECUTION COPY

COMMITMENT INCREASE AND JOINDER AGREEMENT
(Commitment Increase Pursuant to Section 2.16 of Credit Agreement)

     This COMMITMENT INCREASE AND JOINDER AGREEMENT (this “Agreement”) dated as of February 25, 2010 (the “Increase Effective Date”), is entered into by and among XXXXXX OPERATING PARTNERSHIP L.P., a Delaware limited partnership (“Borrower”), the undersigned Guarantors (as defined in the Credit Agreement referenced below), THE ROYAL BANK OF SCOTLAND PLC (the “New Lender”), and ROYAL BANK OF CANADA, as Administrative Agent (in such capacity, the “Administrative Agent”) and L/C Issuer.

R E C I T A L S

     A. Borrower, the Existing Lenders (defined below), and Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement dated as of November 10, 2005, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of June 30, 2006, that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of December 28, 2007, that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of September 24, 2008, that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of December 21, 2009, and that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of January 14, 2010 (as amended, and as further renewed, extended, amended or restated, the “Credit Agreement”).

     B. Pursuant to Section 2.16 of the Credit Agreement, this Agreement is being executed to evidence Borrower’s requested increase in the Aggregate Commitments from $335,671,428.58 to $350,000,000.00.

     C. The New Lender has agreed to become a Revolver Lender under the Credit Agreement in accordance with Section 2 hereof, with a Committed Sum with respect to the Revolver Facility as reflected on Schedule 2.01 attached hereto.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Definitions. As used herein, “Existing Lenders” means the Lenders who are party to the Credit Agreement prior to the Increase Effective Date, and “Lenders” means, collectively, the New Lender and the Existing Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).

     2. Joinder of New Lender. The New Lender: (a) confirms that it has received a copy of the Credit Agreement, the Guaranties and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and become a Revolver Lender party to the Credit Agreement; (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (c) effective as of the Increase Effective Date: (i) appoints or authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Loan Documents as are delegated by the terms thereof, together with such powers as are reasonably incidental thereto; (ii) agrees that it shall be bound by the terms of the Credit Agreement as a Revolver Lender thereunder and that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Revolver Lender; and (iii) specifies as its lending office and address for notices the offices set forth on the Administrative Questionnaire provided

to the Administrative Agent; and (d) acknowledges and agrees that its Committed Sum with respect to the Revolver Facility is reflected on Schedule 2.01 attached hereto.

     3. Conditions Precedent to Effectiveness. This Agreement shall be effective as of the Increase Effective Date, provided that: (a) Administrative Agent shall have received (i) counterparts of this Agreement executed by Borrower, each Guarantor and the New Lender, (ii) the certificates and resolutions required by Section 2.16(c) of the Credit Agreement, (iii) to the extent required by the New Lender, a Revolver Note; and (b) Borrower shall have paid all fees and expenses that are required to be paid as of the Increase Effective Date.

     4. Affirmation of Guarantors. Each of the undersigned Guarantors consents to the increase in the Aggregate Commitments and ratifies and confirms that the Guaranty executed by it and each other Loan Document executed by it continues in full force and effect and is not released, diminished, impaired, reduced, or otherwise adversely affected, and all of its obligations thereunder are hereby ratified and confirmed. Without limiting the foregoing, each Guarantor affirms that all Obligations under the Credit Agreement as modified by the increase in Aggregate Commitments herein contained are included in the “Obligations” as defined in the Guaranty.

     5. Affirmation of Liens. Each of the Borrower and each Guarantor ratifies and confirms that all Liens granted, conveyed, or assigned to Administrative Agent by such Person pursuant to each Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations as increased hereby.

     6. Miscellaneous. (a) Headings and captions may not be construed in interpreting provisions; (b) this Agreement shall be governed by, and construed in accordance with, the law of the State of New York; and (c) this Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document.

     7. ENTIRE AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature Pages to Follow]

2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER:

XXXXXX OPERATING PARTNERSHIP L.P.,

a Delaware limited partnership, as Borrower

By:

XXXXXX OPERATING GP LLC,

its General Partner

By:

XXXXXX MIDSTREAM PARTNERS L.P.,

its Sole Member

By:

XXXXXX MIDSTREAM GP LLC,

its General Partner

By:

/s/ Xxxxxx X. Xxxxxxxxx

Xxxxxx X. Xxxxxxxxx

Executive Vice President and Chief Financial Officer

Signature Page to
Commitment Increase and Joinder Agreement

		GUARANTORS:
		XXXXXX MIDSTREAM PARTNERS L.P.,
		a Delaware limited partnership, as a Guarantor
		By:		XXXXXX MIDSTREAM GP LLC,
				its General Partner
				By:		/s/ Xxxxxx X. Xxxxxxxxx
						Xxxxxx X. Xxxxxxxxx
						Executive Vice President and Chief Financial Officer

Signature Page to
Commitment Increase and Joinder Agreement

		XXXXXX OPERATING GP LLC,
		a Delaware limited liability company, as a Guarantor
		By:		XXXXXX MIDSTREAM PARTNERS L.P.,
				its Sole Member
				By:		XXXXXX MIDSTREAM GP LLC,
						its General Partner
						By:		/s/ Xxxxxx X. Xxxxxxxxx
								Xxxxxx X. Xxxxxxxxx
								Executive Vice President and Chief
								Financial Officer

Signature Page to
Commitment Increase and Joinder Agreement

		PRISM GAS SYSTEMS I, L.P., a Texas limited partnership, as a Guarantor
				By:		Prism Gas Systems GP, L.L.C., its General Partner
				By:		/s/ Xxxxxx X. Xxxxxxxxx
						Xxxxxx X. Xxxxxxxxx
						Treasurer
		PRISM GAS SYSTEMS GP, L.L.C., as a Guarantor
		By:		/s/ Xxxxxx X. Xxxxxxxxx
				Xxxxxx X. Xxxxxxxxx
				Treasurer

Signature Page to
Commitment Increase and Joinder Agreement

	PRISM GULF COAST SYSTEMS, L.L.C., as a Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Xxxxxx X. Xxxxxxxxx
		Treasurer

Signature Page to
Commitment Increase and Joinder Agreement

	XXXXXX GAS GATHERING AND PROCESSING COMPANY, L.L.C., as a Guarantor
	By:	/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		Sole Manager

Signature Page to
Commitment Increase and Joinder Agreement

	WOODLAWN PIPELINE CO., INC., a Texas corporation, as a Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Xxxxxx X. Xxxxxxxxx
		Executive Vice President

Signature Page to
Commitment Increase and Joinder Agreement

		PRISM LIQUIDS PIPELINE, LLC,
		a Texas limited liability company, as a Guarantor
		By:		/s/ Xxxxxx X. Xxxxxxxxx
				Xxxxxx X. Xxxxxxxxx
				Executive Vice President

Signature Page to
Commitment Increase and Joinder Agreement

		ADMINISTRATIVE AGENT:
		ROYAL BANK OF CANADA, as Administrative Agent
		By:		/s/ Xxx Xxxxxx
				Name:		Xxx Xxxxxx
				Title:		Manager, Agency

Signature Page to
Commitment Increase and Joinder Agreement

		L/C ISSUER:
		ROYAL BANK OF CANADA, as L/C Issuer
		By:		/s/ Xxxxx X. York
				Name:		Xxxxx X. York
				Title:		Authorized Signatory

Signature Page to
Commitment Increase and Joinder Agreement

		NEW LENDER:
		THE ROYAL BANK OF SCOTLAND PLC
		By:		/s/ Xxxx Xxxxxx
				Name:		Xxxx Xxxxxx
				Title:		Managing Director

Signature Page to
Commitment Increase and Joinder Agreement

SCHEDULE 2.01

COMMITTED SUMS

										Pro Rata Share of								Pro Rata Share of
				Lender		Revolver Facility				Revolver Facility				Term Loan Facility				Term Loan Facility				Total
	1.			Royal Bank of Canada		$	36,314,285.72				12.000000000	%		$	8,685,714.28				12.782776881	%		$	45,000,000.00
	2.			Regions Bank		$	40,000,000.00				14.181810815	%		$	0.00				0.00	%		$	40,000,000.00
	3.			UBS Loan Finance LLC		$	40,000,000.00				14.181810815	%		$	0.00				0.00	%		$	40,000,000.00
	4.			Comerica Bank		$	25,911,428.57				9.186774448	%		$	14,088,571.43				20.734168701	%		$	40,000,000.00
	5.			Xxxxx Fargo Bank, N.A.		$	21,840,000.00				7.743268705	%		$	10,088,571.43				14.847363554	%		$	31,928,571.43
	6.			Bank of America, N.A.		$	25,000,000.00				8.863631759	%		$	0.00				0.00	%		$	25,000,000.00
	7.			Caterpillar Financial Services Corporation		$	6,000,000.00				2.127271622	%		$	19,000,000.00				27.962324446	%		$	25,000,000.00
	8.			Compass Bank		$	24,271,428.59				8.605320212	%		$	0.00				0.00	%		$	24,271,428.59
	9.			Amegy Bank National Association		$	10,871,428.57				3.854413582	%		$	5,528,571.43				8.136405687	%		$	16,400,000.00
	10.			Natixis		$	9,971,428.57				3.535322838	%		$	5,028,571.43				7.400555044	%		$	15,000,000.00
	11.			The Royal Bank of Scotland plc		$	14,328,571.42				5.080127228	%		$	0.00				0.00	%		$	14,328,571.42
	12.			Wachovia Bank, National Association		$	7,542,857.14				2.674284324	%		$	5,528,571.43				8.136405687	%		$	13,071,428.57
	13.			Xxxxxxx Xxxxx Bank, FSB		$	10,000,000.00				3.545452704	%		$	0.00				0.00	%		$	10,000,000.00
	14.			Compass Bank (as successor in interest to Guaranty Bank)		$	9,999,999.99				3.545452700	%		$	0.00				0.00	%		$	9,999,999.99
				Total:		$	282,051,428.57				100.000000000	%		$	67,948,571.43				100.000000000	%		$	350,000,000.00

Schedule 2.01
TO COMMITMENT INCREASE AND JOINDER AGREEMENT