Amendment No. 7 to Schedule 13D

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

with

Sole Voting Power

0

Shared Voting Power

92,778,793

Sole Dispositive Power

0

Shared Dispositive Power

92,778,793

0001193125-20-042350.txt : 20200220 0001193125-20-042350.hdr.sgml : 20200220 20200219205304 ACCESSION NUMBER: 0001193125-20-042350 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20200220 DATE AS OF CHANGE: 20200219 GROUP MEMBERS: BIA GP L.L.C. GROUP MEMBERS: BIA GP L.P. GROUP MEMBERS: BIP HOLDINGS MANAGER L.L.C. GROUP MEMBERS: BLACKSTONE GROUP INC. GROUP MEMBERS: BLACKSTONE GROUP MANAGEMENT L.L.C. GROUP MEMBERS: BLACKSTONE HOLDINGS I/II GP L.L.C. GROUP MEMBERS: BLACKSTONE HOLDINGS II L.P. GROUP MEMBERS: BLACKSTONE HOLDINGS III GP L.P. GROUP MEMBERS: BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. GROUP MEMBERS: BLACKSTONE INFRASTRUCTURE ASSOCIATES L.P. GROUP MEMBERS: PRAIRIE ECI ACQUIROR LP GROUP MEMBERS: PRAIRIE NON-ECI ACQUIROR LP GROUP MEMBERS: PRAIRIE SECONDARY ACQUIROR E LP GROUP MEMBERS: PRAIRIE SECONDARY ACQUIROR LP GROUP MEMBERS: PRAIRIE VCOC ACQUIROR LP GROUP MEMBERS: STEPHEN A. SCHWARZMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tallgrass Energy, LP CENTRAL INDEX KEY: 0001633651 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88849 FILM NUMBER: 20632245 BUSINESS ADDRESS: STREET 1: 4200 W. 115TH STREET, SUITE 350 CITY: LEAWOOD STATE: KS ZIP: 66211 BUSINESS PHONE: 913-928-6060 MAIL ADDRESS: STREET 1: 4200 W. 115TH STREET, SUITE 350 CITY: LEAWOOD STATE: KS ZIP: 66211 FORMER COMPANY: FORMER CONFORMED NAME: Tallgrass Energy GP, LP DATE OF NAME CHANGE: 20150211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blackstone Holdings III L.P. CENTRAL INDEX KEY: 0001404073 IRS NUMBER: 260288853 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 SC 13D/A 1 d849928dsc13da.htm AMENDMENT NO. 7 TO SCHEDULE 13D Amendment No. 7 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Tallgrass Energy, LP

(Name of Issuer)

Class A Shares Representing Limited Partner Interests

(Title of Class of Securities)

874696107

(CUSIP Number)

John G. Finley

The Blackstone Group Inc.

345 Park Avenue

New York, NY 10154

Tel: (212) 583-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 14, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1		Name of Reporting Person Prairie ECI Acquiror LP
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Prairie Non-ECI Acquiror LP
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Prairie VCOC Acquiror LP
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Prairie Secondary Acquiror LP
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Prairie Secondary Acquiror E LP
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person BIP Holdings Manager L.L.C.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Blackstone Infrastructure Associates L.P.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person BIA GP L.P.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person BIA GP L.L.C.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Blackstone Holdings III L.P.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Quebec, Canada


1		Name of Reporting Person Blackstone Holdings III GP L.P.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Blackstone Holdings III GP Management L.L.C.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Blackstone Holdings II L.P.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Blackstone Holdings I/II GP L.L.C.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person The Blackstone Group Inc.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Blackstone Group Management L.L.C.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Stephen A. Schwarzman
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization United States of America

This Amendment No. 7 to Schedule 13D (this “Amendment No. 7”) relates to the Class A Shares Representing Limited Partner Interests (the “Class A Shares”) of Tallgrass Energy, LP, a Delaware limited partnership (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on March 11, 2019 (the “Original 13D”), as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on March 25, 2019, Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on May 13, 2019, Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on August 1, 2019, Amendment No. 4 to Schedule 13D filed by the Reporting Persons with the SEC on August 28, 2019, Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the SEC on September 26, 2019 and Amendment No. 6 to the Schedule 13D filed by the Reporting Persons with the SEC on December 18, 2019 (collectively, the “Schedule 13D”). This Amendment No. 7 reflects, among other things, that in connection with the conversion by The Blackstone Group L.P., a Delaware limited partnership, into a Delaware corporation named The Blackstone Group Inc., which became effective on July 1, 2019 (the “Blackstone Conversion”), interests in BIA GP L.P. and BIA GP L.L.C. were transferred from Blackstone Holdings III L.P. to Blackstone Holdings II L.P. pursuant to an internal reorganization effective as of January 31, 2020. The above described reorganization did not involve any purchase or sale of securities of the Issuer. This Amendment No. 7 also represents an initial filing of Schedule 13D by Blackstone Holdings II L.P. and Blackstone Holdings I/II GP L.L.C. in connection with such reorganization. Capitalized terms used but not defined in this Amendment No. 7 shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Schedule 13D.

Item 2.

Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(b) The Schedule 13D is being filed by the following Reporting Persons:

(i)

Prairie ECI Acquiror LP, a Delaware limited partnership (“Up-C Acquiror 1”), Prairie VCOC Acquiror LP, a Delaware limited partnership (“Up-C Acquiror 2”, and together with Up-C Acquiror 1, the “Up-C Acquirors”) and Prairie Non-ECI Acquiror LP, a Delaware limited partnership (“Class A Acquiror”);

(ii)

Prairie Secondary Acquiror LP, a Delaware limited partnership (“Secondary Acquiror 1”), and Prairie Secondary Acquiror E LP, a Delaware limited partnership (“Secondary Acquiror 2” and, collectively with Secondary Acquiror 1, “Prairie Secondary Acquirors”);

(iii)

BIP Holdings Manager L.L.C., a Delaware limited liability company (“Holdings Manager”); Blackstone Infrastructure Associates L.P., a Delaware limited partnership (“Blackstone Infrastructure”); BIA GP L.P., a Delaware limited partnership; BIA GP L.L.C., a Delaware limited liability company; Blackstone Holdings II L.P., a limited partnership formed in Quebec, Canada; Blackstone Holdings I/II GP L.L.C., a Delaware limited liability company; The Blackstone Group Inc., a Delaware corporation (“Blackstone”), and Blackstone Group Management L.L.C., a Delaware limited liability company (collectively with Up-C Acquiror 1, Up-C Acquiror 2, Class A Acquiror, Secondary Acquiror 1 and Secondary Acquiror 2, the “Blackstone Entities”); and

(iv)

Stephen A. Schwarzman, a citizen of the United States of America.

The principal business address of each of the Reporting Persons is c/o The Blackstone Group, Inc., 345 Park Avenue, New York, New York 10154.

Information regarding each director and executive officer of The Blackstone Group Inc. is set forth on Schedule I attached hereto.

(c) The principal business of each of Up-C Acquiror 1, Up-C Acquiror 2, Class A Acquiror, Secondary Acquiror 1 and Secondary Acquiror 2 is investing in securities of the Issuer.

The principal business of Holdings Manager is performing the functions of, and serving as, the general partner of each of the Up-C Acquirors, Class A Acquiror, the Prairie Secondary Acquirors and other affiliated Blackstone entities. The principal business of Blackstone Infrastructure is performing the functions of, and serving as, the managing member of Holdings Manager and other affiliated Blackstone entities. The principal business of BIA GP L.P. is performing the functions of, and serving as, the general partner of Blackstone Infrastructure and other affiliated Blackstone entities. The principal business of BIA GP L.L.C. is performing the functions of, and serving as, the general partner of BIA GP L.P. and other affiliated Blackstone entities.

The principal business of Blackstone Holdings II L.P. is performing the functions of, and serving as, the managing member (or similar position) and member or equity holder in various affiliated Blackstone entities. The principal business of Blackstone Holdings I/II GP L.L.C. is performing the functions of, and serving as, a general partner of Blackstone Holdings II L.P. and other affiliated Blackstone entities. The principal business of The Blackstone Group Inc. is performing the functions of, and serving as, the sole member of Blackstone Holdings I/II GP L.L.C., and in a similar capacity for other affiliated Blackstone entities. The principal business of Blackstone Group Management L.L.C. is performing the functions of, and serving as, the sole holder of the Class C common stock of The Blackstone Group Inc.

The principal occupation of Mr. Schwarzman is serving as an executive of The Blackstone Group Inc. and Blackstone Group Management L.L.C.

(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See Items 2(a)-(b) above for place of organization or citizenship of each of the Reporting Persons.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 3:

On January 24, 2020, the Debt Commitment Letter and the Side Letter were each amended and restated to add MUFG Bank, Ltd. and Blackstone Holdings Finance Co. L.L.C. as Financing Banks party thereto (such amended and restated Debt Commitment Letter, the “Amended and Restated Debt Commitment Letter” and such amended and restated Side Letter, the “Amended and Restated Side Letter”). On January 31, 2020, Buyer delivered notice under the Amended and Restated Side Letter of its election to pursue the financing contemplated under the Amended and Restated Debt Commitment Letter, thereby terminating the Alternative Debt Commitment Letter.

On February 4, 2020, the Loan Parties and Holdings Manager entered into an Amendment No. 1 to the Credit Agreement (“Amendment No. 1 to Credit Agreement”) with Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the lenders party thereto to, among other things, permit the transactions contemplated by the Merger Agreement and certain related transactions and to permit the Borrowers to incur increased incremental commitments thereunder for purposes of funding a portion of the Merger Consideration and related fees and expenses.

On February 14, 2020, the Loan Parties and Holdings Manager entered into Incremental Amendment No. 1 to Credit Agreement (“Incremental Amendment No. 1 to Credit Agreement”) with Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent and the lenders party thereto to, among other things, establish commitments for incremental loans in an aggregate principal amount of $375,000,000 under the Credit Agreement, which the Borrowers can elect to draw under for purposes of funding a portion of the Merger Consideration and related fees and expenses on the terms and conditions set forth in the Incremental Amendment No. 1.

The foregoing descriptions of the Amendment No 1. to Credit Agreement, Incremental Amendment No. 1 to Credit Agreement, Amended and Restated Debt Commitment Letter and Amended and Restated Side Letter do not purport to be complete and are qualified in their entirety by the full text of such agreements, which are attached as exhibits to this Schedule 13D and are incorporated herein by reference.

Additionally, in connection with the Blackstone Conversion, pursuant to an internal reorganization effective as of January 31, 2020, interests in BIA GP L.P. and BIA GP L.L.C. were transferred from Blackstone Holdings III L.P. to Blackstone Holdings II L.P. Upon completion of the reorganization described herein, Blackstone Holdings II L.P. and Blackstone Holdings I/II GP L.L.C., the general partner of Blackstone Holdings II L.P., may now be deemed to be the beneficial owners of all or a portion of the securities of Tallgrass Energy, LP reported herein.

Item 5.

Interest in Securities of the Issuer.

Item 5(a) – (b) of the Schedule 13D is hereby amended and restated as follows:

Calculations of the percentage of Class A Shares beneficially owned are calculated in accordance with Rule 13d-3 and assumes that there are 280,287,730 Class A Shares outstanding (other than for (i) Class A Acquiror and the Prairie Secondary Acquirors, which assumes 179,632,609 Class A Shares outstanding, (ii) Up-C Acquiror 1, which assumes 272,411,402 Class A Shares outstanding and (iii) Up-C Acquiror 2, which assumes 187,508,937 Class A Shares are outstanding), which takes into account the number of TE Units that may be deemed to be beneficially owned by the Reporting Persons, as applicable, which are exchangeable together with Class B Shares for a corresponding number of Class A Shares, pursuant to the TGE LP Agreement (defined in Item 6 below).

The aggregate number and percentage of Class A Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

Class A Acquiror directly holds 21,751,018 Class A Shares.

Up-C Acquiror 1 directly holds 92,778,793 Class B Shares and a corresponding number of TE Units, and Up-C Acquiror 2 directly holds 7,876,328 Class B Shares and a corresponding number of TE Units.

Secondary Acquiror 1 directly holds 773,510 Class A Shares, and Secondary Acquiror 2 directly holds 1,127,935 Class A Shares.

Holdings Manager is the general partner of each of the Up-C Acquirors, Class A Acquiror and each of the Prairie Secondary Acquirors. Blackstone Infrastructure is the sole member of Holdings Manager. BIA GP L.P. is the general partner of Blackstone Infrastructure. BIA GP L.L.C. is the general partner of BIA GP L.P. Blackstone Holdings II L.P. is the sole member of BIA GP L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. The Blackstone Group Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Class C common stock of The Blackstone Group Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than the Acquirors to the extent they directly hold the securities reported on this Schedule 13D) is the beneficial owner of the Class A Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed. Each Reporting Person expressly disclaims beneficial ownership of such Class A Shares and any assertion or presumption that it or he and the other persons on whose behalf this Schedule 13D is filed constitute a “group.”

In accordance with the Securities and Exchange Commission Release No. 34-39538 (the “Release”), this filing does not reflect securities, if any, beneficially owned by the Harvest Fund Advisors LLC business, a subsidiary business of The Blackstone Group Inc., whose ownership of securities is disaggregated from that of the rest of The Blackstone Group Inc. and its other affiliates in accordance with the Release.

By virtue of an Equityholders Agreement, dated March 11, 2019, by and among certain of the Reporting Persons and their equityholders, Jasmine Ventures Pte. Ltd. and certain of its affiliates (“GIC”), and Enagas Holding USA, S.L.U. and certain of its affiliates (“Enagas”), may each be deemed to be a member of a “group” for purposes of Section 13(d) of the Exchange Act. However, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons, GIC and Enagas are members of any such group. Each of GIC and Enagas (collectively, the “Separately Reporting Persons”) has separately made a Schedule 13D filing reporting the Class A Shares they may be deemed to beneficially own. Collectively, the Reporting Persons, GIC and Enagas beneficially own an aggregate of 124,307,584 Class A Shares, representing approximately 44.35% of the outstanding Class A Shares. Each Reporting Person disclaims beneficial ownership of the Class A Shares that may be deemed to be beneficially owned by GIC and Enagas.

Item 5(c) of the Schedule 13D is hereby amended by inserting the following information at the end of Item 5(c):

Except as set forth in this Amendment No. 7, none of the Reporting Persons has effected any transactions in Class A Shares during the past 60 days.

Item 5(e) of the Schedule 13D is hereby amended by the following:

Pursuant to the reorganization described above in this Amendment No. 7, as of January 31, 2020, Blackstone Holdings III L.P., Blackstone Holdings III GP L.P. and Blackstone Holdings III GP Management L.L.C. were no longer deemed to beneficially own more than five percent of the outstanding Class A Shares.

Item 7.

Material to Be Filed as Exhibits.

Item 7 is hereby amended by adding the following:


Exhibit		Description

22		Amendment No. 1 to Credit Agreement, dated as of February 4, 2020, by and among Prairie ECI Acquiror LP, Prairie VCOC Acquiror LP and Prairie Non-ECI Acquiror LP, as borrowers, Prairie GP Acquiror LLC, as subsidiary guarantor, Prairie ECI Acquiror Holdco LP, Prairie VCOC Acquiror Holdco LP and Prairie Non-ECI Acquiror Holdco LP, as parent guarantors, BIP Holdings Manager L.L.C., as parent pledgor, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the lenders from time to time party thereto.

23		Incremental Amendment No. 1 to Credit Agreement, dated as of February 14, 2020, by and among Prairie ECI Acquiror LP, Prairie VCOC Acquiror LP, Prairie Merger Sub LLC and Prairie Non-ECI Acquiror LP, as borrowers, Prairie GP Acquiror LLC, as subsidiary guarantor, Prairie ECI Acquiror Holdco LP, Prairie VCOC Acquiror Holdco LP, Prairie Private Acquiror LP and Prairie Non-ECI Acquiror Holdco LP, as parent guarantors, BIP Holdings Manager L.L.C., as parent pledgor, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the lenders from time to time party thereto.

24		Amended and Restated Debt Commitment Letter, dated January 24, 2020, by and among, among others, Prairie Private Acquiror LP, Credit Suisse Loan Funding LLC, Credit Suisse AG, Citigroup Global Markets Inc. Jefferies Finance LLC, MUFG Bank, LTD and Blackstone Holdings Finance Co. L.L.C.

25		Amended and Restated Side Letter, dated January 24, 2020, by and among, among others, Prairie Private Acquiror LP, Credit Suisse Loan Funding LLC, Credit Suisse AG, Citigroup Global Markets Inc., Jefferies Finance LLC, MUFG Bank, LTD and Blackstone Holdings Finance Co. L.L.C.

26		Joint Filing Agreement, dated as of February 19, 2020.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 19, 2020


PRAIRIE ECI ACQUIROR LP
By: BIP Holdings Manager L.L.C., its general partner

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director

PRAIRIE NON-ECI ACQUIROR LP
By: BIP Holdings Manager L.L.C., its general partner

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director

PRAIRIE VCOC ACQUIROR LP
By: BIP Holdings Manager L.L.C., its general partner

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director

PRAIRIE SECONDARY ACQUIROR LP
By: BIP Holdings Manager L.L.C., its general partner

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director

PRAIRIE SECONDARY ACQUIROR E LP
By: BIP Holdings Manager L.L.C., its general partner

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director


BIP HOLDINGS MANAGER L.L.C.

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director

BLACKSTONE INFRASTRUCTURE ASSOCIATES L.P.
By: BIA GP L.P., its general partner
By: BIA GP L.L.C., its general partner

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director

BIA GP L.P.
By: BIA GP L.L.C., its general partner

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director

BIA GP L.L.C.

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director

BLACKSTONE HOLDINGS III L.P.
By: Blackstone Holdings III GP L.P., its general partner
By: Blackstone Holdings III GP Management L.L.C., its general partner

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

BLACKSTONE HOLDINGS III GP L.P.

By: Blackstone Holdings III GP Management L.L.C., its general partner

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer


BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

BLACKSTONE HOLDINGS II L.P.
By: Blackstone Holdings I/II GP L.L.C., its general partner
By: The Blackstone Group Inc., its sole member

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

BLACKSTONE HOLDINGS I/II GP L.L.C.
By: The Blackstone Group Inc., its sole member

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

THE BLACKSTONE GROUP INC.

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

STEPHEN A. SCHWARZMAN

By:		/s/ Stephen A. Schwarzman
By:		Stephen A. Schwarzman

SCHEDULE I

Executive Officers and Directors of The Blackstone Group Inc.

The name and principal occupation of each director and executive officer of The Blackstone Group Inc. are set forth below. The address for each person listed below is c/o The Blackstone Group Inc., 345 Park Avenue, New York, New York 10154. All executive officers and directors listed are United States citizens other than The Honorable Brian Mulroney, who is a citizen of Canada, and Sir John Antony Hood, who is a citizen of New Zealand.

OFFICERS:


Name		Present Principal Occupation or Employment

Stephen A. Schwarzman		Founder, Chairman and Chief Executive Officer of The Blackstone Group Inc.

Jonathan D. Gray		President, Chief Operating Officer of The Blackstone Group Inc.

Hamilton E. James		Executive Vice Chairman of The Blackstone Group Inc.

Michael S. Chae		Chief Financial officer of The Blackstone Group Inc.

John G. Finley		Chief Legal Officer of The Blackstone Group Inc.

Joan Solotar		Senior Managing Director – Head of Private Wealth Solutions and External Relations of The Blackstone Group Inc.

DIRECTORS:


Name		Present Principal Occupation or Employment

Stephen A. Schwarzman		Founder, Chairman and Chief Executive Officer of The Blackstone Group Inc.

Jonathan D. Gray		President, Chief Operating Officer of The Blackstone Group Inc.

Hamilton E. James		Executive Vice Chairman of The Blackstone Group Inc.

Kelly A. Ayotte		Former United States Senator from New Hampshire

James W. Breyer		Founder and Chief Executive Officer of Breyer Capital

Sir John Antony Hood		President and Chief Executive Officer of the Robertson Foundation and Chair of the Rhodes Trust

Rochelle B. Lazarus		Chairman Emeritus & Former Chief Executive Officer, Ogilvy & Mather Worldwide

Jay O. Light		Dean Emeritus, Harvard Business School

The Right Honorable Brian Mulroney		Senior Partner and International Business Consultant for the Montreal law firm, Norton Rose Canada LLP

William G. Parrett		Retired CEO and Senior Partner, Deloitte (Deloitte Touche Tohmatsu)

EX-99.22 2 d849928dex9922.htm EX-99.22 EX-99.22

Exhibit 22

AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of February 4, 2020, among PRAIRIE ECI ACQUIROR LP, a Delaware limited partnership (the “Borrower Representative”), PRAIRIE VCOC ACQUIROR LP, a Delaware limited partnership (“VCOC Borrower”), PRAIRIE NON-ECI ACQUIROR LP, a Delaware limited partnership (“Non-ECI Borrower” and together with the Borrower Representative and VCOC Borrower, collectively, the “Borrowers”), the Parent Guarantors and Subsidiary Guarantors party hereto (collectively, the “Guarantors”), BIP HOLDINGS MANAGER L.L.C., a Delaware limited liability company as the Parent Pledgor, the Lenders party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent.

A. The Borrowers, the Guarantors, the Parent Pledgor, the Administrative Agent and the Collateral Agent and the Lenders and the other parties from time to time party thereto are parties to the Credit Agreement dated as of March 11, 2019 (as amended, amended and restated, supplemented and otherwise modified prior to the Initial Effective Date, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by the amendments set forth in Section 2, the “Initial Effective Date Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement.

B. Prairie Private Acquiror LP, a Delaware limited partnership and an Affiliate of the Borrowers (“Buyer”) intends that, in accordance with the terms of that certain Agreement and Plan of Merger, dated as of December 16, 2019 (including all schedules and exhibits thereto and as may be amended, supplemented or otherwise modified and in effect from time to time, the “Phase II Acquisition Agreement”) by and among Buyer, Prairie Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), TGE and TGE GP, Buyer and/or Merger Sub will acquire the remaining Equity Interests in TGE owned by its public shareholders (the “Phase II Acquisition”).

C. In connection with the Phase II Acquisition and the other related transactions contemplated by the Phase II Acquisition Agreement, on the Take Private Effective Date (as defined below), (a) the Borrowers and the other Loan Parties may enter into one or more Restructuring Transactions (as defined in the form of Amended Credit Agreement attached hereto as Annex A, as may be further amended in accordance with Section 3(a)), (b) one or more Borrowers may incur Incremental Term Loans in accordance with the terms and conditions of the Amended Credit Agreement and/or TEP or one or more of its Subsidiaries may incur Indebtedness for borrowed money to partially fund the Phase II Acquisition, the Restructuring Transactions and/or the Phase II Transaction Expenses (as defined below), (c) the DSR Account Termination (as defined below) shall occur and the proceeds of the Debt Service Reserve Account may be used to partially fund the Phase II Acquisition, the Restructuring Transactions and/or the Phase II Transaction Expenses and (d) the Loan Parties, the Investors and certain other investors designated by the Investors (together with the Investors, the “Co-Investors”) and/or their respective Affiliates will pay, or cause to be paid, any fees or expenses incurred by the Loan Parties, the Co-Investors or any of their respective Subsidiaries in connection with the Phase II Transactions (as defined below) (including expenses in connection with hedging transactions related to the Obligations, any original issue discount or upfront fees, employee retention payments and deferred compensation expenses (regardless of when paid)), this Amendment and the other Loan Documents executed in

connection herewith and the transactions contemplated hereby and thereby (collectively, the “Phase II Transaction Expenses”) (the Phase II Acquisition and the other related transactions contemplated by the Phase II Acquisition Agreement and any transactions related thereto, together with the transactions described in the foregoing clauses (a) through (d), collectively, the “Phase II Transactions”).

D. The Borrowers have further requested that the Lenders and the Administrative Agent consent to the applicable Phase II Transactions and the amendment of the Existing Agreement and the Initial Effective Date Credit Agreement in accordance with Sections 2 and 3 respectively, each, as set forth more fully below.

E. The amendments contemplated by this Amendment shall apply only from and after the Initial Effective Date or the Take Private Effective Date, as applicable.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Initial Effective Date Consents and Waivers. Effective upon the satisfaction or waiver of the conditions precedent set forth in Section 4 below on the Initial Effective Date, the Administrative Agent and the undersigned Lenders constituting Required Lenders hereby:

(a) consent to the Loan Parties’ consummation of the Phase II Transactions on or about the Take Private Effective Date; and

(b) waive any provision of each Credit Agreement or any other Loan Document to the extent such provision would prohibit or condition any of the transactions or actions contemplated by the foregoing clause (a), including without limitation, any provision of Article VII of the Existing Credit Agreement that would prohibit or condition the consummation of any Phase II Transactions.

For the avoidance of doubt, the occurrence of the Take Private Effective Date shall not be a condition to the effectiveness of the consents and waivers set forth in this Section 1.

Section 2. Initial Effective Date Amendments. Effective upon the satisfaction or waiver of the conditions precedent set forth in Section 4 below, on the Initial Effective Date, the Existing Credit Agreement shall be amended as follows:

(a) The following new definitions shall be added to Section 1.01 of the Existing Credit Agreement in alphabetical order:

““Amendment No. 1” means Amendment No. 1, dated as of February 4, 2020, to this Agreement.”

““Amendment No. 1 Effective Date” means February 4, 2020.”

““Existing Credit Agreement” means the Credit Agreement dated as of March 11, 2019 (as amended, supplemented or otherwise modified prior to the Take Private Effective Date), among the Borrowers, the Parent Guarantors, BIP Holdings Manager L.L.C., as parent pledgor, the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent.”

““Phase II Incremental Amount” has the meaning set forth in the definition of “Incremental Availability Amount”.”

““Take Private Effective Date” means the date on which the Phase II Acquisition (as defined in Amendment No. 1) is consummated.”

(b) The definition of “Incremental Availability Amount” in Section 1.01 of the Existing Credit Agreement shall be amended and restated in its entirety and replaced by the following:

““Incremental Availability Amount” means (a) from the Amendment No. 1 Effective Date through the Take Private Effective Date, an amount equal to (i) $200,000,000 plus (ii) $375,000,000 (the amount set forth in this clause (ii) (which shall only be used to fund the Phase II Transactions (as defined in Amendment No. 1), the “Phase II Incremental Amount”) and (b) after the Take Private Effective Date, $200,000,000; provided that, the Borrowers may elect to use the Phase II Incremental Amount (x) regardless of whether the Borrowers have capacity under clause (a)(i) of this definition and/or (y) prior to using clause (a)(i) of this definition.”

(c) Section 2.12(d)(iii) of the Existing Credit Agreement shall be amended and restated in its entirety and replaced by the following:

“(iii) the aggregate principal amount of the Incremental Term Loans, together with the aggregate principal amount of Incremental Equivalent Debt, shall not exceed the Incremental Availability Amount.”

(d) Section 2.12(e)(ii) of the Existing Credit Agreement shall be amended and restated in its entirety and replaced by the following:

“(ii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower Representative and the applicable Additional Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loans (other than any such Incremental Term Loans incurred on or prior to the Take Private Effective Date using the Phase II Incremental Amount) secured on a pari passu basis with the Initial Term Loans made on or prior to the date that is twenty-four (24) months after the Closing Date, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans by more than 50 basis points per annum (the amount of such excess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the Initial Term Loans plus 50 basis points per annum, the “Yield

Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided, further, that, if any such Incremental Term Loans include a Eurocurrency Rate or Base Rate floor that is greater than the Eurocurrency Rate or Base Rate floor applicable to any existing Class of Term Loans, such differential between Eurocurrency Rate or Base Rate floors, as applicable, shall be included in the calculation of All-In Yield for purposes of this clause (ii) but only to the extent an increase in the Eurocurrency Rate or Base Rate floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, an d in such case the Eurocurrency Rate and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between Eurocurrency Rate or Base Rate floors as the case may be.”

(e) clause (v) of the proviso to Section 7.03(p) of the Existing Credit Agreement shall be amended and restated in its entirety and replaced by the following:

“(v) in the case of Incremental Equivalent First Lien Debt in the form of syndicated term loans (other than any such Incremental Equivalent First Lien Debt incurred on or prior to the Take Private Effective Date using the Phase II Incremental Amount), such Incremental Equivalent First Lien Debt shall be subject to the MFN Protection as if such Indebtedness were an Incremental Term Loan,”

For the avoidance of doubt, the occurrence of the Take Private Effective Date shall not be a condition to the effectiveness of the amendments set forth in this Section 2.

Section 3. Amended Credit Agreement; DSR Account Termination. Effective on the date on which the Phase II Acquisition is consummated (such date, the “Take Private Effective Date”), substantially concurrently with the consummation of the Phase II Acquisition:

(a) unless otherwise elected by the Borrower Representative in writing to the Administrative Agent, the Initial Effective Date Credit Agreement (including the schedules and exhibits attached thereto) shall be amended to read as set forth in Annex A hereto (the “Amended Credit Agreement”, and together with the Existing Credit Agreement and the Initial Effective Date Credit Agreement, the “Credit Agreements”) by inserting the language indicated in single underlined text (indicated textually in the same manner as the following example: single-underlined text) in Annex A and by deleting the language indicated by strikethrough text (indicated textually in the same manner as the following example: stricken text) in Annex A; provided that, in the event that any Incremental Term Loans are incurred on the Take Private Effective Date, the Amended Credit Agreement shall also incorporate any amendments set forth in an Incremental Amendment in respect of such Incremental Term Loans, in accordance with Section 2.12 of the Amended Credit Agreement; provided further that, notwithstanding Section 10.01 or any other provision of any Credit Agreement or any other Loan Document, the Amended Credit Agreement may also incorporate other amendments to effect such changes and modifications as necessary or otherwise mutually agreed as between the Administrative Agent and the Borrower Representative (without the need to obtain the consent of any other Lender or Person) to effectuate and reflect the Restructuring Transactions; and

(b) notwithstanding anything to the contrary in the Existing Credit Agreement or the Initial Effective Date Credit Agreement, (i) all assets credited to the Debt Service Reserve Accounts shall be released and available to the Borrowers and Subsidiary Guarantors to partially fund the Phase II Acquisition, the Restructuring Transactions and/or the Phase II Transaction Expenses or for any other use not prohibited by the Loan Documents, and the obligation of the Borrowers to maintain the Debt Service Reserve Accounts shall cease and (ii) any obligation to maintain the DSR L/Cs shall cease, and the Collateral Agent shall promptly take such actions as the Borrower Representative may reasonably request to cause the termination of each DSR L/C then outstanding (collectively, the “DSR Account Termination”).

For the avoidance of doubt, the only condition (implied or express) to the effectiveness of the Amended Credit Agreement and the DSR Account Termination pursuant to this Section 3 shall be the consummation of the Phase II Acquisition.

Section 4. Conditions to Initial Effective Date. The consents and waivers provided by the Administrative Agent and the Lenders constituting Required Lenders in Section 1 and the amendments to the Existing Credit Agreement set forth in Section 2, shall each become effective on the date (such date, the “Initial Effective Date”) on which each of the following conditions has been satisfied or waived, which date is February 4, 2020:

(a) the Administrative Agent shall have received duly executed signature pages hereto (including by facsimile or other electronic transmission) from (i) Required Lenders and (ii) each of the Loan Parties;

(b) the representations and warranties set forth in Section 6 shall be true and correct as of the Initial Effective Date (except with respect to representations and warranties expressly made only as of an earlier date, which representations were true and correct as of such earlier date);

(c) the Borrower shall have paid, or caused to be paid, to the extent provided in Section 10.04 of the Existing Credit Agreement, all expenses due to the Administrative Agent required to be paid on the Initial Effective Date and invoiced at least three (3) Business Days before the Initial Effective Date; and

(d) the Administrative Agent (or its counsel) shall have received reasonably satisfactory evidence of authorization of this Amendment by the Loan Parties and a certificate of a Responsible Officer of the Borrower Representative to the effect set forth in Section 6.

Section 5. Covenants on Take Private Effective Date. Substantially concurrently with the Take Private Effective Date, the Borrowers shall ensure that the following covenants are satisfied, except as otherwise agreed between the Borrower Representative and the Administrative Agent:

(a) The Administrative Agent shall have received the following, each of which shall be originals or “.pdf” copies or other electronic copies (followed promptly by originals if requested by the Administrative Agent) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(i)

each Collateral Document set forth on Schedule I hereto as required to be executed on the Take Private Effective Date as indicated on such schedule (such Collateral Documents, together with this Amendment, collectively, the “Take Private Effective Date Loan Documents”), duly executed by each Loan Party party thereto, together with, in each case, solely to the extent required by the Collateral and Guarantee Requirement and not previously delivered to the Administrative Agent:

(A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);

(B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under (1) the Security Agreement on assets of the Borrowers and the Guarantors, covering the Collateral described in the Security Agreement and (2) the Pledge Agreement on assets of the Parent Pledgor (as defined in the Amended Credit Agreement), covering the Collateral described in the Pledge Agreement; and

(C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Take Private Effective Date that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that the Borrower Representative hereby provides authorization to the Administrative Agent to take such actions or make such recordings and filings that can be taken or made by the Administrative Agent or the Collateral Agent and to the extent agreed to be taken or made by the Administrative Agent or Collateral Agent, such actions, recordings and filings shall be reasonably satisfactory to the Administrative Agent); and

(ii)

an opinion from Vinson & Elkins L.L.P., New York counsel to the Loan Parties.

provided, however, that, each of the requirements set forth in clause (a)(i) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for (A) the delivery of stock certificates pursuant to clause (c) of the Collateral and Guarantee Requirement (provided that, any stock certificate representing any TEP

Units acquired on the Take Private Effective Date (and the related undated stock powers endorsed in blank) required to be delivered shall only be required to be delivered on the Take Private Effective Date to the extent such stock certificate is provided to the Borrowers by the Partnership Parties (as defined in the Phase II Acquisition Agreement) on or prior to the Take Private Effective Date), if any, and (B) the execution and delivery of Collateral Documents set forth on Schedule I hereto that constitute Take Private Effective Date Loan Documents and the filing of financing statements to the extent that a Lien on such Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code) shall not be required on the Take Private Effective Date after the Borrower Representative’s use of commercially reasonable efforts to provide such items on or prior to the Take Private Effective Date without undue burden or expense if the Borrower Representative agrees to deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Take Private Effective Date (subject to extensions approved by the Administrative Agent in its reasonable discretion). Upon the Administrative Agent approving such extension, the Administrative Agent will notify the Collateral Agent in writing thereof.

Section 6. Initial Effective Date Representations and Warranties. Each of the Borrowers and Subsidiary Guarantors (and, solely to the extent applicable to it, each of the Parent Guarantors and Parent Pledgor) represents and warrants that as of the date hereof (a) no Default or Event of Default exists or is continuing and (b) all representations and warranties of the Loan Parties contained in Article V of the Existing Credit Agreement and the other Loan Documents 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 that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date (provided that, representations and warranties that are qualified by materiality or Material Adverse Effect are true and correct (after giving effect to any qualification thereof) in all respects on and as of the date hereof or as of the specifically referenced earlier date, as the case may be).

Section 7. Amendment Fee. The Borrowers hereby agree to pay (or cause to be paid) to the Administrative Agent, for the account of each Lender that executed and delivered its signature page to this Amendment on or prior to the Initial Effective Date, a fee in an amount equal to [ ]% of the principal amount of such Lender’s Loans in effect on the Initial Effective Date, which fee shall be due and payable on, and subject to the occurrence of, the Take Private Effective Date.

Section 8. Reaffirmation of Guarantee and Security. Each Borrower and each other Loan Party, by its signature below, hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, the Collateral Documents continue to be in full force and effect and (b) affirms and confirms its Guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral to secure such Obligations, all as provided in the Collateral Documents as originally executed, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, such Obligations under each applicable Credit Agreement and the other Loan Documents.

Section 9. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile transmission or other electronic transmission (e.g., a “pdf” or “tif”) of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart hereof. The Administrative Agent may also require that any such documents and signatures delivered by facsimile transmission or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile transmission or other electronic transmission.

Section 10. GOVERNING LAW.

(a)

THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)

ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE SITTING IN THE BOROUGH OF MANHATTAN, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. EACH LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AMENDMENT OR ANY OTHER DOCUMENT RELATED HERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER OR OTHER ELECTRONIC TRANSMISSION) IN SECTION 10.02 OF THE APPLICABLE CREDIT AGREEMENT. NOTHING IN THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. NOTHING IN THIS AMENDMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION TO ENFORCE ANY AWARD OR JUDGMENT OR EXERCISE ANY RIGHT UNDER THE COLLATERAL DOCUMENTS AGAINST ANY COLLATERAL OR ANY OTHER PROPERTY OF ANY LOAN PARTY IN ANY OTHER FORUM IN ANY JURISDICTION IN WHICH COLLATERAL IS LOCATED.

Section 11. Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.

Section 12. No Novation; Effect of this Amendment. This Amendment shall not extinguish the Obligations for the payment of money outstanding under any Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any Guarantee thereof, and the Liens and security interests existing immediately prior to the Initial Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties (as defined in the Security Agreement) securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Except as expressly provided, nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under any Credit Agreement or instruments Guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Credit Agreement or any other Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided, such obligations are in all respects continuing with only the terms being modified as provided in this Amendment. The Existing Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified. 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 or the Agents under any 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 any 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 any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in any Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of each Credit Agreement specifically referred to herein. Each Guarantor further agrees that nothing in any Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to such Credit Agreement. This Amendment constitutes a “Loan Document” for all purposes of the Credit Agreements and the other Loan Documents.

Section 13. WAIVER OF RIGHT TO TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR

OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 14. Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[Signature Pages Follow]

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.


BORROWERS:



		PRAIRIE ECI ACQUIROR LP
		PRAIRIE VCOC ACQUIROR LP
		PRAIRIE NON-ECI ACQUIROR LP

		By: BIP Holdings Manager L.L.C., its general partner

		By:		/s/ Christopher Placca
				Name: Christopher Placca
				Title: Managing Director

[Signature Page to Amendment No. 1]


PARENT GUARANTORS:



		PRAIRIE ECI ACQUIROR LP
		PRAIRIE VCOC ACQUIROR LP
		PRAIRIE NON-ECI ACQUIROR LP

		By: BIP Holdings Manager L.L.C., its general partner

		By:		/s/ Christopher Placca
				Name: Christopher Placca
				Title: Managing Director

[Signature Page to Amendment No. 1]


SUBSIDIARY GUARANTORS:

PRAIRIE GP ACQUIROR LLC

By: Prairie ECI Acquiror LP, its managing member

		By: BIP Holdings Manager L.L.C., its general partner

By:		/s/ Christopher Placca
		Name: Christopher Placca
		Title: Managing Director

[Signature Page to Amendment No. 1]


PARENT PLEDGOR:

BIP Holdings Manager L.L.C., its general partner

By:		/s/ Christopher Placca
		Name: Christopher Placca
		Title: Managing Director

[Signature Page to Amendment No. 1]


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
as Administrative Agent and Collateral Agent

By:		/s/ Nupur Kumar
Name:		Nupur Kumar
Title:		Authorized Signatory

By:		/s/ Brady Bingham
Name:		Brady Bingham
Title:		Authorized Signatory

[Signature Page to Amendment No. 1]

LENDER SIGNATURES ON FILE WITH ADMINISTRATIVE AGENT

[Signature Page to Amendment No. 1]

EX-99.23 3 d849928dex9923.htm EX-99.23 EX-99.23

Exhibit 23

INCREMENTAL AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of February 14, 2020 (the “Initial Effective Date”), among PRAIRIE ECI ACQUIROR LP, a Delaware limited partnership (the “Borrower Representative”), PRAIRIE MERGER SUB, LLC, a Delaware limited liability company (“Merger Sub Borrower”), PRAIRIE VCOC ACQUIROR LP, a Delaware limited partnership (“VCOC Borrower”), PRAIRIE NON-ECI ACQUIROR LP, a Delaware limited partnership (“Non-ECI Borrower” and, together with the Borrower Representative, Merger Sub Borrower and VCOC Borrower, collectively, the “Borrowers”), the Parent Guarantors and Subsidiary Guarantors party hereto (collectively, the “Guarantors”), BIP HOLDINGS MANAGER L.L.C., a Delaware limited liability company as the Parent Pledgor, the Incremental Lenders (as defined below) party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent.

A. The Borrowers, the Guarantors, the Parent Pledgor, the Administrative Agent and the Collateral Agent and the Lenders and the other parties from time to time party thereto are parties to the Credit Agreement dated as of March 11, 2019 (as amended by Amendment No. 1 to Credit Agreement, dated as of February 4, 2020 (“Amendment No. 1”) and as further amended, amended and restated, supplemented and otherwise modified prior to the Initial Effective Date, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by the amendments set forth in Section 2, the “Amended Credit Agreement”; the Existing Credit Agreement and the Amended Credit Agreement, collectively, the “Credit Agreements”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement.

B. Prairie Private Acquiror LP, a Delaware limited partnership and an Affiliate of the Borrowers (“Buyer”) intends that, in accordance with the terms of that certain Agreement and Plan of Merger, dated as of December 16, 2019 (including all schedules and exhibits thereto and as may be amended, supplemented or otherwise modified and in effect from time to time, the “Phase II Acquisition Agreement”) by and among Buyer, Merger Sub Borrower, TGE and TGE GP, Buyer and/or Merger Sub Borrower will acquire the remaining Equity Interests in TGE owned by its public shareholders (the “Phase II Acquisition”).

C. In connection with the Phase II Acquisition and the other related transactions contemplated by the Phase II Acquisition Agreement, (a) on or prior to the date on which the Phase II Acquisition is consummated (such date, the “Take Private Effective Date”), the Investors and certain other investors designated by the Investors (together with the Investors, the “Co-Investors”) will, directly or indirectly, contribute an aggregate amount of cash that represents, together with the aggregate amount of funds in the Distribution Account (as defined in the Phase II Acquisition Agreement as in effect on the date hereof, or as amended in accordance herewith) and the Debt Service Reserve Account as of the Take Private Effective Date (collectively, the “Phase II Equity Contribution”), not less than (such amount, as it may be reduced from time to time in accordance with
Section 3(d)(iii)(A), the “Minimum Phase II Equity Contribution Amount”) 70% of the sum of (i) the aggregate gross proceeds received from the Incremental Loans (as defined below) (excluding any Incremental Loans incurred to fund OID or upfront fees in respect thereof) on the Take Private Effective Date and (ii) the aggregate amount of the Phase II Equity Contribution as of the Take Private Effective Date, (b) on the Take Private Effective Date, the Borrowers and the other Loan Parties may enter into one or more Restructuring

Transactions (as defined in Amendment No. 1), (c) on the Take Private Effective Date, one or more Borrowers may incur the Incremental Loans and/or TEP or one or more of its Subsidiaries may incur Indebtedness for borrowed money (such Indebtedness for borrowed money, “Affiliate Indebtedness”) to partially fund the Phase II Acquisition, the Restructuring Transactions and/or the Phase II Transaction Expenses (as defined below), (d) on the Take Private Effective Date, the DSR Account Termination (as defined in Amendment No. 1) shall occur and the proceeds of the Debt Service Reserve Account may be used to partially fund the Phase II Acquisition, the Restructuring Transactions and/or the Phase II Transaction Expenses and (e) on the Take Private Effective Date, the Loan Parties, the Co-Investors and/or their respective Affiliates will pay, or cause to be paid, any fees or expenses incurred by the Loan Parties, the Co-Investors or any of their respective Subsidiaries in connection with the Phase II Transactions (as defined below) (including expenses in connection with hedging transactions related to the Obligations, any OID or upfront fees, employee retention payments and deferred compensation expenses (regardless of when paid)), this Amendment, Amendment No. 1 and the other Loan Documents executed in connection herewith or therewith and the transactions contemplated hereby and thereby (collectively, the “Phase II Transaction Expenses”) (the Phase II Acquisition and the other related transactions contemplated by the Phase II Acquisition Agreement and any transactions related thereto, together with the transactions described in the foregoing clauses (a) through (e), collectively, the “Phase II Transactions”).

D. Pursuant to Section 2.12 of the Existing Credit Agreement, the Borrowers may from time to time request one or more Incremental Commitments from existing Lenders and/or any other bank or other financial institution or other institutional lender (any such other bank or other financial institution or other institutional lender, an “Additional Lender”) in the form of a Term Loan Increase, subject to the terms and conditions set forth therein.

E. The Borrowers have requested that, in connection with the Phase II Transactions, each existing Lender and each Additional Lender listed on Schedule I hereto (collectively, the “Incremental Lenders”) provide an Incremental Commitment in the principal amount set forth opposite its name on Schedule I (each, an “Incremental Commitment”), with aggregate Incremental Commitments of all Incremental Lenders equal to $375,000,000.

F. Each Incremental Lender is willing, subject solely to the terms and conditions set forth in Section 3, to make to the applicable Borrowers an Incremental Term Loan (each, an “Incremental Loan”) on the Take Private Effective Date, in a principal amount up to such Incremental Lender’s Incremental Commitment, the proceeds of which will be used to partially fund the Phase II Acquisition, the Restructuring Transactions and/or the Phase II Transaction Expenses.

Section 1. Initial Effective Date Commitments. As of the Initial Effective Date, each Incremental Lender hereby agrees, severally and not jointly, prior to the Incremental Commitment Termination Date (as defined below), to make Incremental Loans to Merger Sub Borrower and/or one or more other Borrowers on the Take Private Effective Date in accordance

with the terms and conditions set forth in this Amendment, in a principal amount equal to such Incremental Lender’s Applicable Percentage (as defined below) of the Incremental Loans to be funded on the Take Private Effective Date, but in any event, not to exceed such Incremental Lender’s Incremental Commitment set forth on Schedule I hereto. The Incremental Commitments shall automatically terminate upon the earliest to occur (the “Incremental Commitment Termination Date”) of (i) the Borrowing of Incremental Loans on the Take Private Effective Date, (ii) the valid termination of the Phase II Acquisition Agreement prior to the consummation of the Phase II Acquisition and (iii) July 23, 2020; provided that, notwithstanding anything to the contrary in this Amendment or any Loan Document, (x) the Borrowers may elect to terminate Incremental Commitments, in whole or in part, at any time and from time to time and (y) if the Phase II Acquisition is consummated without the funding of the Incremental Loans, the Incremental Commitments shall automatically terminate at such time. As used herein, “Applicable Percentage” means, with respect to each Incremental Lender at any time a fraction (expressed as a percentage carried out to the ninth decimal place), the numerator of which is the amount of the Incremental Commitment of such Incremental Lender at such time and the denominator of which is the amount of the aggregate Incremental Commitments at such time.

Section 2. Incremental Amendment. Effective upon the satisfaction or waiver of the conditions precedent set forth in Section 3 below, the Borrowers, the Incremental Lenders and the Administrative Agent hereby agree that:

(a) This Section 2 is an Incremental Amendment as referred to in Section 2.12 of the Credit Agreements.

(b) Without limiting any provision of Section 1.10 of the Credit Agreements, Merger Sub Borrower is hereby designated as the borrower in respect of the Incremental Loans in accordance with Section 2.12(f) of the Credit Agreements, as such designation may be modified in writing by the Borrower Representative at any time and from time to time prior to the funding of the Incremental Loans on the Take Private Effective Date.

(d) The Incremental Loans incurred pursuant to this Amendment shall be incurred using the Phase II Incremental Amount (as defined in Amendment No. 1).

(e) The Incremental Commitments provided pursuant to this Amendment shall constitute Incremental Commitments referred to in Section 2.12 of each Credit Agreement and, on the Take Private Effective Date, the Incremental Commitment of each Incremental Lender shall become the Incremental Term Loans of such Incremental Lender.

(f) The Incremental Loans shall have the same terms (after giving effect to the amendment set forth below in Sections 2(h) through (m)) and shall be deemed to be “Initial Term Loans” for all purposes under the Credit Agreements and each other Loan Document, including, but not limited to the fact that the Incremental Loans will mature on the Maturity Date applicable to the Initial Term Loans.

(g) The proceeds of the Incremental Loans shall be used to partially fund the Phase II Acquisition, the Restructuring Transactions and/or the Phase II Transaction Expenses.

(h) Effective as of the Take Private Effective Date, the following new definition shall be added to Section 1.01 of the Existing Credit Agreement in alphabetical order:

““Incremental Amendment No. 1” means Incremental Amendment No. 1, dated as of February 14, 2020, to this Agreement.”

(i) Effective as of the Take Private Effective Date, the definitions of “Initial Term Loans” and “OID” in Section 1.01 of the Existing Credit Agreement shall be amended and restated in their entirety and replaced by the following:

““Initial Term Loans” means the term loans made by the Lenders on the Closing Date to the Borrowers pursuant to Section 2.01 and the term loans made by the Lenders on the Take Private Effective Date to the Borrowers pursuant to Section 2 of Incremental Amendment No. 1.”

““OID Amount” means OID in an amount equal to (a) in the case of the Initial Term Loans made on the Closing Date, 0.75% of the aggregate principal amount of such Initial Term Loans, (b) in the case of the Initial Term Loans made on the Take Private Effective Date, 1.00% of the aggregate principal amount of such Initial Term Loans, and (c) in the case of any Incremental Term Loans or Refinancing Term Loans, an amount set forth in the Incremental Amendment for such Incremental Term Loans or the Refinancing Amendment for such Refinancing Term Loans.”

(j) Effective as of the Take Private Effective Date, Section 2.03(a)(iii) of the Existing Credit Agreement shall be amended and restated in its entirety and replaced by the following:

“(iii) In the event that, on or prior to the date that is six (6) months following the Take Private Effective Date, any Borrower (x) prepays, refinances, substitutes or replaces any Initial Term Loans pursuant to a Repricing Transaction, or (y) effects any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (1) in the case of clause (x), a prepayment premium of one percent (1.0%) of the aggregate principal amount of the Initial Term Loans so prepaid, refinanced, substituted or replaced and (2) in the case of clause (y), a fee equal to one percent (1.0%) of the aggregate principal amount of the applicable Initial Term Loans amended or otherwise modified pursuant to such amendment. If, on or prior to the six (6) month anniversary of the Take Private Effective Date, any Lender that is a Non-Consenting Lender is replaced pursuant to Section 3.07(a) in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to Section 3.07(a)) shall receive its Pro Rata Share (as determined immediately prior to it being so replaced) of the prepayment premium or fee described in the preceding sentence. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.”

(k) Effective as of the Take Private Effective Date, in accordance with clause (E) of the preantepenultimate paragraph of Section 10.01 of the Existing Credit Agreement, Section 2.05(a) of the Existing Credit Agreement shall be amended and restated in its entirety and replaced by the following:

“(a) Term Loans. The Borrowers shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (i) on each Quarterly Payment Date, starting with the Quarterly Payment Date occurring on December 31, 2023, an aggregate principal amount equal to the sum (without duplication) of (x) 0.25% of the aggregate principal amount of the Initial Term Loans incurred and outstanding on the Closing Date (such amount being the “Existing Quarterly Amortization Amount”) and (y) an amount equal to (A) the aggregate principal amount of the Incremental Term Loans incurred and outstanding on the Take Private Effective Date multiplied by (B) a fraction the numerator of which is the Existing Quarterly Amortization Amount and the denominator of which is the aggregate principal amount of the Initial Term Loans outstanding immediately prior to the Take Private Effective Date and (ii) on the Maturity Date for the Initial Term Loans, the aggregate principal amount of all Initial Term Loans outstanding on such date; provided that payments required by Section 2.05(a)(i) above shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.03(b). In the event any Incremental Term Loans, Refinancing Term Loans or Extended Term Loans are made, such Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, shall be repaid by the Borrowers in the amounts and on the dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof. For the avoidance of doubt, the full amount of the Loans (without taking into account any netting of the OID Amount occurring on the Closing Date or the Take Private Effective Date, as applicable) shall be repaid in accordance with this Section 2.05 and Section 2.03.”

(l) Effective as of the Take Private Effective Date, Section 2.06(c) of the Existing Credit Agreement shall be amended and restated in its entirety and replaced by the following:

“(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. For the avoidance of doubt, interest shall be payable on the full amount of the Loans (without taking into account any netting of the OID Amount occurring on the Closing Date or Take Private Effective Date, as applicable) in accordance with this Section 2.06.”

(m) Effective as of the Take Private Effective Date, Section 6.13 of the Existing Credit Agreement shall be amended and restated in its entirety and replaced by the following:

“Section 6.13 Maintenance of Ratings. In respect of the Borrowers, use commercially reasonable efforts to (i) cause the Initial Term Loans in existence on the Closing Date or the Take Private Effective Date, as applicable, to be continuously rated (but not any specific rating) by S&P and Moody’s and (ii) maintain a public corporate rating (but not any specific rating) from S&P and a public corporate family rating (but not any specific rating) from Moody’s.”

Section 3. Conditions to Borrowing Incremental Loans. The obligation of each Incremental Lender to fund the Borrowing of Incremental Loans on the Take Private Effective Date is subject to the satisfaction or waiver of the following conditions precedent, except as otherwise agreed between the Borrower Representative and the Administrative Agent:

(i)

a Committed Loan Notice with respect to the Incremental Loans; provided that, notwithstanding anything to the contrary in Section 2.02 of the Credit Agreements, such Committed Loan Notice may be delivered no later than (1) Business Day prior to the Take Private Effective Date;

(ii)

have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that the Borrower Representative hereby provides authorization to the Administrative Agent to take such actions or make such recordings and filings that can be taken or made by the Administrative Agent or the Collateral Agent and to the extent agreed to be taken or made by the Administrative Agent or Collateral Agent, such actions, recordings and filings shall be reasonably satisfactory to the Administrative Agent);

(iii)

an opinion from Vinson & Elkins L.L.P., New York counsel to the Loan Parties;

(iv)

copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties;

(v)

such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action and, to the extent not previously delivered to the Administrative Agent, incumbency certificates evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Loan Party is a party or is to be a party on the Take Private Effective Date;

(vi)

a solvency certificate from the chief financial officer, chief accounting officer, manager or other officer with equivalent duties of the Borrowers (after giving effect to the Phase II Transactions) substantially in the form attached hereto as
Exhibit A; and

(vii)

a certificate, dated the Take Private Effective Date and signed by a Responsible Officer of the Borrower Representative, confirming satisfaction of the conditions set forth in Section 3(d) and (e);

provided, however, that, each of the requirements set forth in clause (a)(ii) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for (A) the delivery of stock certificates pursuant to clause (c) of the Collateral and Guarantee Requirement (provided that, any stock certificate representing any TEP Units acquired on the Take Private Effective Date (and the related undated stock powers endorsed in blank) required to be delivered shall only be required to be delivered on the Take Private Effective Date to the extent such stock certificate is provided to the Borrowers by the Partnership Parties (as defined in the Phase II Acquisition Agreement as in effect on the date hereof, or as amended in accordance herewith) on or prior to the Take Private Effective Date), if any, and (B) the execution and delivery of Collateral Documents set forth on Schedule II hereto that constitute Take Private Effective Date Loan Documents and the filing of financing statements to the extent that a Lien on such Collateral may be perfected by the filing of a financing statement under the

Uniform Commercial Code) shall not constitute conditions precedent to any Borrowing on the Take Private Effective Date after the Borrower Representative’s use of commercially reasonable efforts to provide such items on or prior to the Take Private Effective Date without undue burden or expense if the Borrower Representative agrees to deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Take Private Effective Date (subject to extensions approved by the Administrative Agent in its reasonable discretion).

(b) The Borrowers shall have paid (or caused to be paid) to the Administrative Agent the Ticking Fees (as defined below), if any, required to be paid under Section 5.

(c) All reasonable and documented out-of-pocket expenses due to the Administrative Agent, the Collateral Agent and their respective Affiliates required to be paid on the Take Private Effective Date and invoiced at least three (3) Business Days before the Take Private Effective Date (except as otherwise reasonably agreed by the Investors) shall have been paid (or caused to be paid), to the extent provided in Section 10.04 of the Existing Credit Agreement;

(d) Prior to or substantially concurrently with the Borrowing of Incremental Loans on the Take Private Effective Date, (i) the Phase II Equity Contribution in an amount not less than the Minimum Phase II Equity Contribution Amount shall have been contributed, directly or indirectly, to Buyer; (ii) the Phase II Acquisition shall have been consummated in all material respects in accordance with the terms of the Phase II Acquisition Agreement and (iii) the Phase II Acquisition Agreement shall not have been amended or waived in any material respect by Buyer or Merger Sub Borrower in a manner materially adverse to the Incremental Lenders (in their capacities as such) without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned); provided, however, that: (A) any amendment or waiver which results in a reduction in the Merger Consideration (as defined in the Phase II Acquisition Agreement as in effect on the date hereof, or as amended in accordance herewith) shall not be deemed to be materially adverse to the Incremental Lenders to the extent such reduction is applied (x) first, to reduce the cash component of the Phase II Equity Contribution on a dollar-for-dollar basis until the amount of the Phase II Equity Contribution is equal to the Minimum Phase II Equity Contribution Amount and (y) after giving effect to the application of such reduction in clause (x) above, to reduce on a pro rata basis (1) the Phase II Equity Contribution and (2) the amount of any Affiliate Indebtedness and the amount of the Incremental Commitments; (B) any increase in the Merger Consideration shall not be deemed to be materially adverse to the Incremental Lenders; (C) any amendment to the definition of “Partnership Material Adverse Effect” in the Phase II Acquisition Agreement shall be deemed to be materially adverse to the interests of the Incremental Lenders and (D) any extension of the Outside Date (as defined in the Phase II Acquisition Agreement as in effect on the date hereof, or as amended in accordance herewith) shall not be deemed to be materially adverse to the Incremental Lenders if such extended date is on or prior to July 23, 2020.

(e) The representations and warranties pertaining to the Loan Parties set forth in Section 4 (collectively, the “Specified Representations”) shall be true and correct in all material respects on and as of the Take Private Effective Date (or, to the extent qualified by materiality, true and correct in all respects); provided that, to the extent that such representations

and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period (or, to the extent qualified by materiality, true and correct in all respects) for purposes of making or deemed making such Specified Representation on, or as of, the Take Private Effective Date; provided, further, that any references to Material Adverse Effect in the Specified Representations shall be deemed to be references to Partnership Material Adverse Effect (as defined in the Phase II Acquisition Agreement as in effect on the date hereof, or as amended in accordance herewith).

(f) The representations and warranties made by the Partnership Parties in the Phase II Acquisition Agreement that are material to the interests of the Incremental Lenders shall be true and correct in all material respects on the Take Private Effective Date, but only to the extent that Buyer or Merger Sub Borrower has the right (taking into account any applicable cure provisions) to terminate its obligations under the Phase II Acquisition Agreement, or to decline to consummate the transactions contemplated under the Phase II Acquisition Agreement (in accordance with the terms thereof), as a result of a breach of such representations and warranties (collectively, to such extent, the “Phase II Acquisition Agreement Representations”).

(g) The Administrative Agent shall have received at least three (3) Business Days prior to the Take Private Effective Date all documentation and other information about the Loan Parties that become or are required to become Loan Parties on the Take Private Effective Date, as required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) Business Days prior to the Take Private Effective Date.

(h) Since December 16, 2019, there shall not have been any event, change, fact, development, circumstance, condition or occurrence with respect to the Partnership Entities (as defined in the Phase II Acquisition Agreement as in effect on the date hereof, or as amended in accordance herewith) that has had or would, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect.

(i) No Payment or Bankruptcy Default with respect to any Borrower shall have occurred and be continuing or would exist after giving effect to the Incremental Commitments.

Notwithstanding anything to the contrary in this Amendment or any other Loan Document, the commitments of the Incremental Lenders to make Incremental Loans are subject only to the conditions expressly set forth in this Section 3 (the “Incremental Funding Conditions”); it being understood that there are no conditions (implied or otherwise) to the commitments hereunder for any Incremental Loans (including, without limitation, compliance with the terms of this Agreement, Amendment No. 1, any Credit Agreement or any other Loan Document) other than the applicable Incremental Funding Conditions, and upon satisfaction or waiver of the applicable Incremental Funding Conditions, the funding of the Incremental Loans shall occur. For the purpose of determining satisfaction of the Incremental Funding Conditions, each Incremental Lender that has signed and delivered this Amendment shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 3 unless the Administrative Agent shall have received written notice from such Incremental Lender prior to the Take Private Effective Date specifying its objection thereto.

Section 4. Specified Representations. The following representations and warranties in this Section 4 shall constitute the Specified Representations for purposes of Section 3(e) to be made on and as of the Take Private Effective Date in accordance with the terms and conditions of Section 3(e):

(a)

Each Loan Party (i) is a Person duly organized and formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization and (ii) has all requisite power and authority to (A) execute and deliver each Take Private Effective Date Loan Document to which it is a party and (B) perform its obligations under the Loan Documents to which it is a party.

(b)

The execution and delivery by each Loan Party of each Take Private Effective Date Loan Document to which such Person is a party, the performance by each Loan Party of each Loan Document to which such Person is a party and the funding of the Incremental Loans (i) are within such Loan Party’s corporate or other powers, (ii) have been duly authorized by all necessary corporate or other organizational action and (iii) solely with respect to the execution and delivery of the Take Private Effective Date Loan Documents by the Loan Parties and the performance of the Loan Documents by the Loan Parties (in each case, to the extent such Loan Party is a party thereto), the incurrence of the Incremental Loans by the applicable Borrowers, the granting of the Guarantees by the Borrowers and the Guarantors, and the security interest granted to secure the Obligations by the Loan Parties pursuant to the Security Agreement and the Pledge Agreement, do not contravene the terms of any of such Person’s Organization Documents.

(c)

This Amendment and each other Take Private Effective Date Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. This Amendment and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity, (ii) the need for filings, recordations and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries.

(d)

(i) No Borrower is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, in either case in violation of Regulation U.

(ii) No part of the proceeds of any Incremental Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of the regulations of the FRB, including Regulation T, U or X.

(iii) No Borrower, any Person Controlling such Borrower, or any Subsidiary Guarantor is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

(e)

On the Take Private Effective Date, after giving effect to the Phase II Transactions, each of the Borrowers and their respective Subsidiaries, on a consolidated basis, are Solvent.

(f)

(i) To the extent applicable, each Loan Party is in compliance, in all material respects, with the USA PATRIOT Act.

(ii) No part of the proceeds of the Incremental Loans will be used, directly or indirectly, by any Borrower, (A) in violation of the United States Foreign Corrupt Practices Act of 1977, as amended or (B) for the purpose of financing any activities or business of or with any Person, or in any country or territory, in violation of any Sanctions to which such Person, country or territory is subject to at the time of such financing.

(g)

Subject to the proviso to Section 3(a):

(i) each Collateral Document delivered pursuant to Section 3(a)(ii) of this Amendment and Sections 6.11 and 6.12 of the Amended Credit Agreement will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and (A) when financing statements and other filings in appropriate form are filed in the applicable offices specified in the applicable Take Private Effective Date Loan Documents and (B) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement or the Pledge Agreement, as applicable), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements, possession or control, in each case subject to no Liens other than Liens permitted under the Amended Credit Agreement; and

(ii) if any Intellectual Property Security Agreement or a short form thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office the Liens created by such Intellectual Property Security Agreement shall, to the extent such filings may perfect such interests, constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Intellectual Property Security Agreement) or Trademarks (as defined in the Intellectual Property Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Intellectual Property Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted under the

Amended Credit Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to establish a Lien on certain registrations and applications for Patents, Trademarks and Copyrights acquired by the grantors thereof after the Take Private Effective Date).

Section 5. Ticking Fee. The Borrowers hereby agree to pay (or cause to be paid) to the Administrative Agent for the account of each Incremental Lender on the Take Private Effective Date, a ticking fee (the “Ticking Fee”), if any, equal to such Incremental Lender’s Ticking Fee Percentage of the aggregate principal amount of Incremental Commitments as in effect immediately prior to the Incremental Commitment Termination Date, beginning to accrue on the sixty-first (61^st) day after February 5, 2020, up to but excluding the Incremental Commitment Termination Date. “Ticking Fee Percentage” means, with respect to any Incremental Commitment, (A) [ ]% per annum for the period commencing on the sixty-first (61^st) day after February 5, 2020, up to and including the ninetieth (90^th) day after February 5, 2020 and (B) [ ]% per annum thereafter, in each case, calculated on the basis of the actual number of days elapsed in a three hundred sixty (360)-day year; provided, for the avoidance of doubt, that, no Ticking Fee shall be payable in the event that the Borrowers do not incur any Incremental Loans on the Take Private Effective Date.

Section 6. Reaffirmation of Guarantee and Security. Each Borrower and each other Loan Party, by its signature below, hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, the Collateral Documents continue to be in full force and effect and (b) affirms and confirms its Guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral to secure such Obligations, all as provided in the Collateral Documents as originally executed, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, such Obligations under each applicable Credit Agreement and the other Loan Documents.

Section 7. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile transmission or other electronic transmission (e.g., a “pdf” or “tif”) of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart hereof. The Administrative Agent may also require that any such documents and signatures delivered by facsimile transmission or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile transmission or other electronic transmission.

Section 8. GOVERNING LAW.

(a)

THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT (A) THE INTERPRETATION OF THE DEFINITION OF “PARTNERSHIP MATERIAL ADVERSE EFFECT” AND (B) THE DETERMINATION OF THE ACCURACY OF ANY PHASE II ACQUISITION AGREEMENT REPRESENTATIONS AND WHETHER AS A RESULT OF ANY

INACCURACY THEREOF MERGER SUB BORROWER OR BUYER HAS THE RIGHT TO TERMINATE ITS OBLIGATIONS UNDER THE PHASE II ACQUISITION AGREEMENT OR THE FAILURE OF SUCH PHASE II ACQUISITION AGREEMENT REPRESENTATIONS TO BE ACCURATE RESULTS IN A FAILURE OF A CONDITION PRECEDENT TO MERGER SUB BORROWER’S OR BUYER’S OBLIGATION TO CONSUMMATE THE PHASE II ACQUISITION PURSUANT TO THE PHASE II ACQUISITION AGREEMENT SHALL, IN EACH CASE, BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE GOVERNING LAW OF THE PHASE II ACQUISITION AGREEMENT.

(b)

ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE SITTING IN THE BOROUGH OF MANHATTAN, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH LOAN PARTY, EACH AGENT AND EACH INCREMENTAL LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. EACH LOAN PARTY, EACH AGENT AND EACH INCREMENTAL LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AMENDMENT OR ANY OTHER DOCUMENT RELATED HERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER OR OTHER ELECTRONIC TRANSMISSION) IN SECTION 10.02 OF THE APPLICABLE CREDIT AGREEMENT. NOTHING IN THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. NOTHING IN THIS AMENDMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY INCREMENTAL LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION TO ENFORCE ANY AWARD OR JUDGMENT OR EXERCISE ANY RIGHT UNDER THE COLLATERAL DOCUMENTS AGAINST ANY COLLATERAL OR ANY OTHER PROPERTY OF ANY LOAN PARTY IN ANY OTHER FORUM IN ANY JURISDICTION IN WHICH COLLATERAL IS LOCATED.

Section 9. Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.

Section 10. No Novation; Effect of this Amendment. This Amendment shall not extinguish the Obligations for the payment of money outstanding under any Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any Guarantee thereof, and the Liens and security interests existing immediately prior to the Initial Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties (as defined in the Security Agreement) securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Except as expressly provided, nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under any Credit Agreement or instruments Guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Credit Agreement or any other Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided, such obligations are in all respects continuing with only the terms being modified as provided in this Amendment. The Existing Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified. 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 or the Agents under any 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 any 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 any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in any Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of each Credit Agreement specifically referred to herein. Each Guarantor further agrees that nothing in any Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to such Credit Agreement. This Amendment constitutes a “Loan Document” for all purposes of the Credit Agreements and the other Loan Documents.

Section 11. WAIVER OF RIGHT TO TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 12. Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[Signature Pages Follow]

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.


BORROWERS:

	PRAIRIE ECI ACQUIROR LP
	PRAIRIE VCOC ACQUIROR LP
	PRAIRIE NON-ECI ACQUIROR LP

	By: BIP Holdings Manager L.L.C., its general partner

	By:	/s/ Christopher Placca
		Name: Christopher Placca
		Title: Managing Director

PRAIRIE MERGER SUB LLC

By: Prairie Private Acquiror LP, its sole member

		By: BIP Holdings Manager, L.L.C., its general partner



By:		/s/ Christopher Placca
		Name: Christopher Placca
		Title: Managing Director