Contract

Exhibit 10.19

EXECUTION VERSION

AMENDMENT NO. 1 dated as of April 14, 2015 (this “Amendment”), to the Revolving Credit Agreement, dated as of March 6, 2015 (the “Credit Agreement”), among XXXX MIDSTREAM PARTNERS LP, a Delaware limited partnership, the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent.

Pursuant to the Credit Agreement, the Lenders have agreed to extend credit to the Borrower on the terms and subject to the conditions set forth therein.

The Borrower has requested an amendment to the Credit Agreement to extend the date by which the conditions of Section 4.02 must be satisfied in order for the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit to become effective.

Each of the Lenders and the Issuing Banks is willing to agree to such amendment on the terms and subject to the conditions set forth herein.

Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Credit Agreement.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendments. (a) The final paragraph of Section 4.02 of the Credit Agreement is hereby amended to replace the date “April 30, 2015” with the date “July 29, 2015”.

(b) Schedule 2.01 to the Credit Agreement is hereby replaced in its entirety with Schedule 2.01 hereto.

(c) Schedule 2.04 to the Credit Agreement is hereby replaced in its entirety with Schedule 2.04 hereto.

SECTION 2. Concerning Commitments. Each Person whose name appears on Schedule 2.01 hereto acknowledges and agrees that, on and as of the date hereof, such Person shall be a Lender under the Credit Agreement as amended hereby and shall have a Commitment as set forth next to the name of such Person on Schedule 2.01 hereto. Each party hereto acknowledges and agrees that, on and as of the date hereof, Schedule 2.01 hereto sets forth all the Commitments of all the Lenders (and no Person whose name does not appear on Schedule 2.01 hereto shall have, or shall be deemed to have, as of the date hereof, a Commitment under the Credit Agreement).

SECTION 3. Fees. The Borrower agrees to pay to the Administrative Agent, for the account of each Lender, ticking fees (the “Ticking Fees”) in US Dollars equal to 0.175% times the actual daily amount of the Commitment of such Lender. The Ticking Fees shall accrue from May 1, 2015 until the earlier of (a) the Availability Date and (b) the termination of the

Commitments and shall be due and payable in arrears on the earlier of (i) the Availability Date and (ii) the date of termination of the Commitments. All Ticking Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

SECTION 4. Effectiveness. This Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received from the Borrower and each Lender either (a) a counterpart of this Amedment signed on behalf of such party or (b) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Amendment.

SECTION 5. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Issuing Banks or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

SECTION 6. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 7. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

SECTION 8. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

HESS MIDSTREAM PARTNERS LP,
		by		XXXX MIDSTREAM PARTNERS GP LLC, its General Partner
		by		/s/ Xxxxxxxx X. Xxxxx
				Name: Xxxxxxxx X. Xxxxx
				Title: Chief Financial Officer

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, an Issuing Bank and a Swingline Lender,
		by		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

REVOLVING CREDIT AGREEMENT OF

XXXX MIDSTREAM PARTNERS LP

Name of Institution: Bank of America, NA

by
		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

REVOLVING CREDIT AGREEMENT OF

XXXX MIDSTREAM PARTNERS LP

Citibank, N.A.

by
		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

REVOLVING CREDIT AGREEMENT OF

XXXX MIDSTREAM PARTNERS LP

Name of Institution: Xxxxx Fargo Bank, National Association

by
		/s/ Xxxxxxx X. Xxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxx
		Title:		Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

REVOLVING CREDIT AGREEMENT OF

XXXX MIDSTREAM PARTNERS LP

Name of Institution: XXXXXXX SACHS BANK USA

by
		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

REVOLVING CREDIT AGREEMENT OF

XXXX MIDSTREAM PARTNERS LP

Name of Institution: XXXXXX XXXXXXX BANK, N.A.

by
		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

REVOLVING CREDIT AGREEMENT OF

XXXX MIDSTREAM PARTNERS LP

Name of Institution: THE BANK OF NOVA SCOTIA

by
		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

REVOLVING CREDIT AGREEMENT OF

XXXX MIDSTREAM PARTNERS LP

The Bank of Tokyo-Mitsubishi UFJ, Ltd.:

by
		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

REVOLVING CREDIT AGREEMENT OF

XXXX MIDSTREAM PARTNERS LP

BNP Paribas:
by
		/s/ Xxxxxx Xxxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxxx
		Title:		Managing Director

by
		/s/ Nicolas Anberree
		Name:		Nicolas Anberree
		Title:		Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

REVOLVING CREDIT AGREEMENT OF

XXXX MIDSTREAM PARTNERS LP

DNB Capital LLC,

as a Lender:

by
		/s/ Xxx Xxxxx
		Name:		Xxx Xxxxx
		Title:		Senior Vice President

by
		/s/ Xxxx Xxxxx
		Name:		Xxxx Xxxxx
		Title:		First Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

REVOLVING CREDIT AGREEMENT OF

XXXX MIDSTREAM PARTNERS LP

Name of Institution: HSBC BANK USA, N.A.,

by
		/s/ Xxxxxxx X Xxxxxxx
		Name:		Xxxxxxx X Xxxxxxx
		Title:		Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

REVOLVING CREDIT AGREEMENT OF

XXXX MIDSTREAM PARTNERS LP

Name of Institution: Sumitomo Mitsui Banking Corporation

by
		/s/ Xxxxx X. Xxxxxxxxx
		Name:		Xxxxx X. Xxxxxxxxx
		Title:		Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

REVOLVING CREDIT AGREEMENT OF

XXXX MIDSTREAM PARTNERS LP

Banco Bilbao Vizcaya Argentaria, S.A. New York Branch

by
		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Director
				Global Trade Finance

For any Lender requiring a second signature block:

by
		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

REVOLVING CREDIT AGREEMENT OF

XXXX MIDSTREAM PARTNERS LP

Name of Institution: Credit Agricole Corporate and Investment Bank

by
		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		Managing Director

For any Lender requiring a second signature block:

by
		/s/ Xxxxx Xxxxxxxxxx
		Name:		Xxxxx Xxxxxxxxxx
		Title:		Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

REVOLVING CREDIT AGREEMENT OF

XXXX MIDSTREAM PARTNERS LP

Name of Institution: ING CAPITAL LLC

by
		/s/ Xxxxxx XxXxxxx
		Name:		Xxxxxx XxXxxxx
		Title:		Managing Director

For any Lender requiring a second signature block:

by
		/s/ Xxxx Xxxxxxxx
		Name:		Xxxx Xxxxxxxx
		Title:		Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

REVOLVING CREDIT AGREEMENT OF

XXXX MIDSTREAM PARTNERS LP

Name of Institution: INTESA SANPAOLO S.p.A.

by
		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Vice President

by
		/s/ Francesco Di Mario
		Name:		Francesco Di Mario
		Title:		FVP & Head of Credit

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO THE

REVOLVING CREDIT AGREEMENT OF

XXXX MIDSTREAM PARTNERS LP

Name of Institution: Mizuho Bank, Ltd

by
		/s/ Xxxx Mo
		Name:		Xxxx Mo
		Title:		Authorized Signatory

Schedule 2.01

Commitments

Lender		Commitment
JPMorgan Chase Bank, N.A.		$	30,000,000
Bank of America, N.A.			30,000,000
Citibank, N.A.			30,000,000
Xxxxx Fargo Bank, National Association			30,000,000
Xxxxxxx Sachs Bank USA			30,000,000
Xxxxxx Xxxxxxx Bank, N.A.			30,000,000
The Bank of Nova Scotia			18,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.			18,000,000
BNP Paribas			18,000,000
DNB Capital LLC			18,000,000
HSBC Bank USA, National Association			18,000,000
Sumitomo Mitsui Banking Corporation			18,000,000
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch			12,400,000
Credit Agricole Corporate and Investment Bank			12,400,000
ING Capital LLC			12,400,000
Intesa Sanpaolo SPA			12,400,000
Mizuho Bank, Ltd.			12,400,000
Total		$	350,000,000.00

Schedule 2.04

Swingline Commitments

Swingline Lender		Initial Swingline Commitment
JPMorgan Chase Bank, N.A.		$	30,000,000.00