THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of July 13, 2007 (the “Third Amendment Closing Date”) is among XXXXXX OPERATING, LLC, a Delaware limited liability company (the “Borrower”), the banks and other financial institutions listed on the signature pages hereto (together with each other person who becomes a Lender, collectively the “Lenders”), and MIDFIRST BANK, a federally chartered savings association, individually as a Lender and as the Administrative Agent (the “Administrative Agent”).

Preliminary Statement

WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of February 15, 2005 (as same may be further amended, restated, increased and extended, the “Original Credit Agreement”), under and subject to the terms of which the Lenders have committed to make Revolving Loans and issue Letters of Credit to the Borrower; and

WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain First Amendment to Credit Agreement dated as of September 26, 2005 (the “First Amendment”); and

WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain Second Amendment to Credit Agreement dated as of June 8, 2006 (the “Second Amendment, and together with the First Amendment and the Original Credit Agreement, the “Credit Agreement”); and

WHEREAS, the Borrower has requested that the Administrative Agent and Lenders modify the Credit Agreement to change certain terms thereof, including, among other things, to increase the size of the Revolver A Commitment from $191,000,000 to $241,000,000; and

WHEREAS, the Administrative Agent and Lenders have agreed to modify the Credit Agreement in accordance with the terms and conditions contained in this Third Amendment; and

WHEREAS, the Borrower, the Administrative Agent and the Lenders wish to execute this Third Amendment to evidence such agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Borrower, the Administrative Agent and the Lenders hereby agree as follows (all capitalized terms used herein and not otherwise defined shall have the meanings as defined in the Credit Agreement):

Section 1. Amendment to Section 1.01. Section 1.01 of the Credit Agreement is hereby amended as follows:

(a) The definition of “Adjusted EBITDA” is hereby amended by deleting such definition in its entirety and replacing it with the following:

“Adjusted EBITDA” means, with respect to the Parent, the Borrower and its Subsidiaries for any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Indebtedness in respect of the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles and organization costs, (e) any extraordinary non-cash expenses or losses determined in accordance with GAAP, (f) any extraordinary, unusual or non-recurring cash losses, (g) non-cash unit-based compensation expense and (h) non-cash loss on any Swap Agreements and minus, (i) to the extent included in the statement of such Consolidated Net Income for such period, any extraordinary, unusual or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business and non-cash gains on Swap Agreements) and (ii) any cash payments made during such period in respect of non-cash expenses or losses and subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of Consolidated Net Income, all as determined on a consolidated basis. For purposes of calculating Adjusted EBITDA of the Parent, the Borrower and its Subsidiaries for any period for the purposes of Section 6.17 and Section 6.18 of this Agreement, (i) the earnings before interest, taxes, depreciation and amortization calculated as set forth above of any Person or assets or Specified Acquisition acquired by the Borrower or its Subsidiaries during such period shall be included using the annualized historical financial results for the period in which the Borrower or one of its Subsidiaries has owned such Person or assets until such as time as the Borrower or one of its Subsidiaries has owned such assets for a period of at least twelve (12) months) on a pro forma basis for such period as if such acquisition, and the incurrence or assumption of any Indebtedness in connection therewith, had occurred on the first day of such period and based upon the financial statements and other information delivered to the Administrative Agent pursuant to Section 5.01 hereof, and (ii) the earnings before interest, taxes, depreciation and amortization calculated as set forth above of any Person or assets Disposed of by the Borrower or its Subsidiaries during such period shall be excluded, on a pro forma basis for such period (if positive) as if such Disposition, and the payment of any Indebtedness in connection

therewith, had occurred on the first day of such period and based upon the financial statements and other information delivered to the Administrative Agent pursuant to Section 5.01 hereof.”

(b) The definition of “Revolver A Commitment” is hereby amended by deleting such definition in its entirety and replacing it with the following:

“Revolver A Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolver A Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolver A Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.20, and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolver A Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolver A Commitments is $241,000,000.”

(c) The following definition of “Third Amendment” is hereby added in proper alphabetical order:

“Third Amendment” means that certain Third Amendment to Credit Agreement by and between the Borrower, the Administrative Agent and the Lenders dated as of the Third Amendment Closing Date, amending this Agreement.”

(d) The following definition of “Third Amendment Closing Date” is hereby added in proper alphabetical order:

“Third Amendment Closing Date” shall mean July 13, 2007.”

(e) The definition of “Security Documents” is hereby deleted in its entirety and replaced with the following:

“Security Documents” means the guaranty of each of the Guarantors, together with any guaranty delivered pursuant to Section 5.16 hereof, and any and all other security agreements, pledge agreements, mortgages, deeds of trust, leasehold mortgages, leasehold deeds of trust, guaranty agreements, landlord’s consents, estoppels, assignments, UCC financing statements and all similar documents executed by any Person in connection herewith, including, without limitation, all documents and instruments listed on Schedule 1.01 attached hereto, together with any agreements delivered pursuant to Section 5.12 hereof, granting to the Administrative Agent for the benefit of the Lenders a first Lien and security interest in substantially all of the Collateral of the Borrower and

its Subsidiaries as security for the Obligations, including, without limitation, any such documents or agreements delivered with respect to the Xxxxxx System pursuant to the First Amendment; with respect to the Kinta Area Gas Gathering System pursuant to the Second Amendment; or in connection with the Third Amendment, in each case subject only to Liens permitted by Section 6.02 hereof.”

Section 2. Amendment to Section 2.02(c). The last sentence of Section 2.02(c) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“Borrowings of more than one type may be outstanding at the same time; provided that there shall not at any time be more than a total of ten (10) Eurodollar Revolving Borrowings outstanding.”

Section 3. Amendment to Section 2.20. Section 2.20(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“SECTION 2.20. Increase of Revolver A Commitments. (a) If, prior to and after giving effect to any increase in the Revolver A Commitments pursuant to this Section 2.20, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower may at any time and from time to time, but in no event more than one (1) time in any fiscal year, request an increase of the aggregate Revolver A Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be at least $10,000,000, (ii) the cumulative increase in Revolver A Commitments pursuant to this Section 2.20 shall not exceed $100,000,000, (iii) the Revolver A Commitment of any Lender may not be increased without such Lender’s consent, (iv) the aggregate amount of the Lenders’ Revolver A Commitments shall not exceed $341,000,000 and (v) such proposed increase shall be further conditioned upon the Borrower’s delivery to the Administrative Agent, who shall distribute such information to the Lenders, of the following, in each case reasonably acceptable to the Required Lenders, both in form and substance: (x) reasonable evidence that collateral, in addition to any and all Collateral securing the Obligations as of the date of the Commitment Increase Notice, has been acquired, or will be acquired with Borrowings made in connection with such increase in the Revolver A Commitments, to secure the full amount of the Obligations, as increased as contemplated by the Commitment Increase Notice and (y) cash flow projections, including with respect to such acquired or to be acquired collateral, which projections shall be prepared in good faith, based on reasonable assumptions as of the date of the Commitment Increase Notice and if requested by the Required Lenders, verified by independent third-parties selected by the Administrative Agent. Each Lender will notify the Administrative Agent within fifteen (15) days after receipt of the evidence described in

clause (v) immediately above whether or not the additional collateral, and the evidence thereof, is acceptable to such Lender provided that if such notice is not received by the Administrative Agent within such time, such Lender shall be deemed to be satisfied with such evidence. If the conditions in clauses (i) through (v) above have been satisfied, the Administrative Agent shall, within five (5) Business Days after the Administrative Agent is aware that such conditions have been satisfied, notify each Lender thereof. Each Lender desiring to increase its Revolver A Commitment shall notify the Administrative Agent in writing no later than fifteen (15) days after receipt by the Lender of such notice from the Administrative Agent. Any Lender that accepts an offer to it by the Borrower to increase its Revolver A Commitment pursuant to this Section 2.20 shall, in each case, execute an agreement (a “Commitment Increase Agreement”), in substantially the form attached hereto as Exhibit B, with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolver A Commitment as so increased, and the definition of Revolver A Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. Any Lender that does not notify the Administrative Agent within such period that it will increase its Revolver A Commitment shall be deemed to have rejected such offer to increase its Revolver A Commitment. No Lender shall have any obligation whatsoever to agree to increase its Revolver A Commitment. Any agreement to increase a Lender’s pro rata share of the increased Revolver A Commitment shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other increasing Lenders.

Section 4. Amendment to Schedule 1.01. Schedule 1.01 to the Credit Agreement is hereby deleted in its entirety and replaced by Schedule 1.01 attached hereto.

Section 5. Amendment to Schedule 2.01. Schedule 2.01 to the Credit Agreement is hereby deleted in its entirety and replaced by Schedule 2.01 attached hereto.

Section 6. Amendment to Schedule 3.06(b). Schedule 3.06(b) to the Credit Agreement is hereby deleted in its entirety and replaced by Schedule 3.06(b) attached hereto.

Section 7. Amendment to Schedule 3.24. Schedule 3.24 to the Credit Agreement is hereby deleted in its entirety and replaced by Schedule 3.24 attached hereto.

Section 8. Amendment to Schedule 5.18. Schedule 5.18 to the Credit Agreement is hereby deleted in its entirety and replaced by Schedule 5.18 attached hereto

Section 9. Re-allocation of Commitments. On the Effective Date there shall either be no Loans outstanding or arrangements satisfactory to the Administrative Agent shall have been made to prepay all outstanding Loans, together with accrued interest thereon;

provided, however, that the Borrower shall not be required to make any payments required under Section 2.16 of the Credit Agreement in connection with the increase adjustments in the Commitments as are evidenced by this Third Amendment. Any prepayment made by the Borrower in accordance with the preceding sentence of this Section 9 may be made with the proceeds of an Advance made by each of the Lenders in connection with the increase and adjustment of the Commitments pursuant to this Section 9. The Borrower and all Lenders hereby instruct and irrevocably authorize the Administrative Agent to accept such prepayments, affect such offsets, and distribute the proceeds of each Loan made by any Lender on the Effective Date as are necessary to effect the adjustments in the Commitments as are evidenced by this Third Amendment.

Section 10. Representations True; No Default. The Borrower represents and warrants that:

(a) this Third Amendment has been duly authorized, executed and delivered on its behalf; the Credit Agreement, as amended hereby, together with the other Loan Documents to which the Borrower is a party, constitute valid and legally binding agreements of the Borrower enforceable in accordance with their terms;

(b) the representations and warranties of the Borrower contained in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; and

(c) no Default or Event of Default under the Credit Agreement has occurred and is continuing.

Section 11. Expenses, Additional Information. The Borrower shall pay to the Administrative Agent all reasonable expenses incurred in connection with the execution of this Third Amendment, including all reasonable expenses incurred in connection with any previous negotiation and loan documentation. The Borrower shall furnish to the Administrative Agent and Lenders all such other documents, consents and information relating to the Borrower and each other Loan Party as the Administrative Agent or any Lender may reasonably require to accomplish the purposes hereof.

Section 12. Conditions to Effectiveness. This Third Amendment shall become effective on the date (the “Effective Date”) when, and only when:

(a) The Borrower, the Guarantors, the Administrative Agent and each Lender shall have executed and delivered to the Administrative Agent a counterpart of this Third Amendment;

(b) The Administrative Agent shall have received resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Borrower and each Guarantor authorizing the execution, delivery and performance of this Third Amendment, each such copy being attached to an original certificate of an

authorized officer of the Borrower and each Guarantor, dated as of the Third Amendment Closing Date certifying (i) that the resolutions attached thereto are true, correct and complete copies of resolutions duly adopted by the Borrower and each Guarantor, as applicable, (ii) that such resolutions constitute all resolutions adopted with respect to the transactions contemplated hereby, (iii) that such resolutions have not been amended, modified, revoked or rescinded as of the Third Amendment Closing Date, (iv) that the articles of organization and regulations of the Borrower and each Guarantor, as applicable, have not been amended or otherwise modified since the effective date of the Credit Agreement, except pursuant to any amendments attached thereto, and (v) as to the incumbency and signature of the officers of the Borrower and each Guarantor executing this Third Amendment;

(c) Each of the representations and warranties made by the Borrower and each Guarantor in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Closing Date, except to the extent such representation and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date;

(d) No Default or Event of Default shall have occurred and be continuing;

(e) No event shall have occurred with respect to the Parent, the Borrower and its Subsidiaries, taken as a whole, which, in the reasonable opinion of any of the Lenders, has had, or could reasonably be expected to have, a Material Adverse Effect;

(f) The Administrative Agent shall have received a fully executed copy of that certain fee letter between the Borrower and the Administrative Agent pertaining to certain fees and expenses payable by the Borrower to such parties as set forth in such letter and all fees and other amounts due and payable on or prior to the Third Amendment Closing Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder;

(g) The Administrative Agent shall have received each of the Security Documents, duly executed and completed in sufficient number of counterparts for recording, if necessary, and they shall constitute satisfactory security documentation to create first priority security interests in the Collateral, (free and clear of all Liens, other than Liens permitted by Section 6.02 of the Credit Agreement);

(h) The Administrative Agent shall have received the following:

(i) Uniform Commercial Code Financing Statements (Form UCC-1) and such evidence of filing or arrangements for filing as may be acceptable to the Administrative Agent, naming the relevant Loan Party as the debtor and the Administrative Agent as the secured party, or other similar instruments

or documents, filed or to be filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interest of the Administrative Agent pursuant to the Security Documents;

(ii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Effective Date, listing all effective financing statements which name any Loan Party (under its present name and any previous names) as the debtor and which are filed in the jurisdictions in which filings of any Security Documents are made pursuant to this Agreement, together with copies of such financing statements none of which (other than those (i) securing the Obligations, if such Form UCC-11 or search report, as the case may be, is current enough to list such financing statements, or (ii) that are terminated as of the Effective Date or within a time frame otherwise acceptable to the Administrative Agent) shall cover any Collateral described in the Security Documents; and

(iii) copies of tax Lien searches for each jurisdiction in which a Security Document is filed or recorded pursuant to this Agreement, certified by a party acceptable to the Administrative Agent, listing all tax Liens imposed on any Loan Party or any of its assets (none of which shall cover any Collateral described in the Security Documents);

(i) The Administrative Agent shall have received, and be satisfied with, the title information with respect to the Collateral and shall, in its sole and absolute discretion, be satisfied with the status of title to the Collateral;

(j) The Administrative Agent or any Lender or counsel to the Administrative Agent shall receive such other instruments or documents as they may reasonably request;

(k) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of McAfee & Xxxx, counsel for the Borrower, relating to the Parent, the Borrower and its Subsidiaries, this Third Amendment and the Transactions and any other matters as any Lender shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion;

(l) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Xxxxxx & Xxxxxx LLP, outside counsel for the Borrower, relating to certain of the Loan Parties and any other matters as any Lender shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion;

(m) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each local counsel of the Borrower approved by the Administrative Agent, for each state where any portion of the Collateral is located, relating to the enforceability of the Security Documents in such state and any other matters as any Lender shall reasonably request;

(n) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the Guarantors, the Parent and the General Partner, the authorization of the Transactions and any other legal matters relating to the Borrower, the Guarantors, Parent and the General Partner, this Third Amendment, the Credit Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel; and

(o) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date upon the satisfaction of all of the foregoing conditions, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the rights and obligations of the parties hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02 of the Credit Agreement) at or prior to 3:00 p.m. Oklahoma City, Oklahoma time, on July 13, 2007 (and, in the event such conditions are not so satisfied or waived, this Third Amendment shall be null and void and of no further force and effect.

Section 13. Miscellaneous Provisions.

(a) From and after the execution and delivery of this Third Amendment, the Credit Agreement shall be deemed to be amended and modified as herein provided, and except as so amended and modified the Credit Agreement shall continue in full force and effect.

(b) The Credit Agreement, the First Amendment, the Second Amendment and this Third Amendment shall be read and construed as one and the same instrument.

(c) Any reference in any of the Loan Documents to the Credit Agreement shall be a reference to the Credit Agreement as amended by the First Amendment, the Second Amendment and this Third Amendment.

(d) This Third Amendment shall be construed in accordance with and governed by the laws of the State of Oklahoma and of the United States of America.

(e) This Third Amendment may be signed in any number of counterparts and by different parties in separate counterparts and may be in original or facsimile form,

each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(f) The headings herein shall be accorded no significance in interpreting this Third Amendment.

Section 14. Binding Effect. This Third Amendment shall be binding upon and inure to the benefit of the Borrower, Lenders and the Administrative Agent and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein except as contemplated by the Credit Agreement.

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IN WITNESS WHEREOF, the parties have caused this Third Amendment to be executed by their respective duly authorized officers on the Third Amendment Closing Date, to be effective as of the Effective Date.

XXXXXX OPERATING, LLC,
a Delaware limited liability company

By:	/s/ Xxx Xxxxxx
	Name:	Xxx Xxxxxx
	Title:	Chief Financial Officer, Vice President - Finance and Secretary

	MIDFIRST BANK,
	in its capacity as the Administrative Agent


	By:	/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx
		Senior Vice President
	Address:
	MidFirst Bank
	MidFirst Plaza
	000 X.X. Xxxxx Xxxx., Xxxxx 000
	Xxxxxxxx Xxxx, Xxxxxxxx 00000
	Attention: Xxxxx X. Xxxxx
	Telephone No.: (000) 000-0000
	Telecopy No.: (000) 000-0000
	e-mail: xxxxx.xxxxx@xxxxxxxx.xxx

	MIDFIRST BANK,
	in its capacity as a Lender


	By:	/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx
		Senior Vice President
	Address:
	MidFirst Bank
	MidFirst Plaza
	000 X.X. Xxxxx Xxxx., Xxxxx 000
	Xxxxxxxx Xxxx, Xxxxxxxx 00000
	Attention: Xxxxx X. Xxxxx
	Telephone No.: (000) 000-0000
	Telecopy No.: (000) 000-0000
	e-mail: xxxxx.xxxxx@xxxxxxxx.xxx


	By:	/s/ Xxxxxx Xxxxxxx
		Xxxxxx Xxxxxxx
		Lending Officer

	Telephone No.: (000) 000-0000
	e-mail: xxxxxx.xxxxxxx@xxxxxxxx.xxx

BANK OF AMERICA, N.A.


By:	/s/ Xxxxxxx X. Xxxxxxx
Name:			Xxxxxxx X. Xxxxxxx
Title:		Managing Director

SOCIETE GENERALE


By:	/s/ Xxxxx Xxxxxxx
Name:			Xxxxx Xxxxxxx
Title:		Director

BANK OF SCOTLAND


By:	/s/ Xxxxx Xxxxx
Name:			Xxxxx Xxxxx
Title:		Vice President

FORTIS CAPITAL CORP.


By:	/s/ Xxxxx Xxxxxxxxxx
Name:			Xxxxx Xxxxxxxxxx
Title:		Senior Vice President


By:	/s/ Xxxxxxx Xxxxxxx
Name:			Xxxxxxx Xxxxxxx
Title:		Senior Vice President

COMPASS BANK


By:	/s/ Xxxxxxxx X. Xxxxx
Name:			Xxxxxxxx X. Xxxxx
Title:		Senior Vice President

U.S. BANK NATIONAL ASSOCIATION


By:	/s/ Xxxxx Xxxxxxxxx
Name:			Xxxxx Xxxxxxxxx
Title:		Vice President

BANK OF OKLAHOMA


By:	/s/ Xxxx Xxxxxxxxxxx
Name:			Xxxx Xxxxxxxxxxx
Title:		Officer

ANNEX A

ACKNOWLEDGMENT OF GUARANTORS

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Table of Contents

THIRD AMENDMENT TO CREDIT AGREEMENT

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