Exhibit 10.1


 


EXECUTION COPY


 


FIRST AMENDMENT TO THE


RECEIVABLES FINANCING AGREEMENT


 


This FIRST AMENDMENT
TO THE RECEIVABLES FINANCING AGREEMENT (this “Amendment”), dated as of February 26, 2021, is entered into by
and among the following parties:


 


		(i)	ENLINK MIDSTREAM FUNDING, LLC, a Delaware limited
liability company, as Borrower (the “Borrower”);



 


		(ii)	ENLINK MIDSTREAM OPERATING, LP, a Delaware limited partnership, as initial Servicer (the “Servicer”);
and



 


		(iii)	PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Lender and Administrative Agent (in
such capacity, the “Administrative Agent”).



 


Capitalized terms used
but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Receivables
Financing Agreement described below.


 


BACKGROUND


 


A.       The
parties hereto and PNC Capital Markets LLC (the “Structuring Agent”) have entered into a Receivables Financing
Agreement, dated as of October 21, 2020 (as amended, restated, supplemented or otherwise modified through the date hereof, the
“Receivables Financing Agreement”).


 


B.       Concurrently
herewith, the Borrower, PNC, as Administrative Agent, and the Structuring Agent are entering into an Amended and Restated Administrative
Agent Fee Letter, dated as of the date hereof (the “Administrative Agent Fee Letter”).


 


C.       Concurrently
herewith, the Borrower and PNC, as Administrative Agent and as a Lender, are entering into an Amended and Restated Lender Fee Letter,
dated as of the date hereof (the “Lender Fee Letter”).


 


D.       The
parties hereto desire to amend the Receivables Financing Agreement as set forth herein.


 


NOW, THEREFORE, with
the intention of being legally bound hereby, and in consideration of the mutual undertakings expressed herein, each party to this
Amendment hereby agrees as follows:


 


SECTION 1.     
Amendments to the Receivables Financing Agreement. The Receivables Financing Agreement is hereby amended as follows:


 


(a)         Section
1.01 of the Receivables Financing Agreement is hereby amended by adding the following new defined terms in the appropriate alphabetical
order:


 


“First
Amendment Effective Date” means February 26, 2021.


 






     


     


    

 


“Overnight
Bank Funding Rate” means for any day, the rate comprised of both overnight federal funds and overnight eurocurrency borrowings
by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank
of New York (“NYFRB”), as set forth on its public website from time to time, and as published on the next succeeding
Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg)
selected by the Administrative Agent for the purpose of displaying such rate); provided, that if such day is not a Business
Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided,
further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined
by the Administrative Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank
Funding Rate determined as above would be less than zero percent (0.00%) per annum, then such rate shall be deemed to be zero percent
(0.00%) per annum. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank
Funding Rate without notice to the Borrower.


 


(b)        Section
1.01 of the Receivables Financing Agreement is hereby amended by deleting the following defined terms in their entirety:


 


“Benchmark
Replacement” means the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and
the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining
such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate
of interest as a replacement to Adjusted LIBOR or LMIR for Dollar-denominated credit facilities and (b) the Benchmark Replacement
Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement
will be deemed to be zero for the purposes of this Agreement.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of Adjusted LIBOR or LMIR with an alternate benchmark
rate for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment,
(which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower (a) giving
due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such
spread adjustment, for the replacement of Adjusted LIBOR or LMIR with the applicable Benchmark Replacement (excluding such spread
adjustment) by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread
adjustment, or method for calculating or determining such spread adjustment, for such replacement of Adjusted LIBOR or LMIR for
U.S. Dollar-denominated credit facilities at such time and (b) which may also reflect adjustments to account for (i) the effects
of the transition from Adjusted LIBOR or LMIR to the Benchmark Replacement and (ii) yield- or risk-based differences between Adjusted
LIBOR or LMIR and the Benchmark Replacement.


 






    2 


     


    

 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Base Rate”, the definition of “Interest Period”, timing
and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent
decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration
thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent
decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines
that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the
Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).


 


“Benchmark
Replacement Date” means the earlier to occur of the following events with respect to Adjusted LIBOR: (A) in the case
of clause (A) or (B) of the definition of “Benchmark Transition Event”, the later of (x) the date of
the public statement or publication of information referenced therein and (y) the date on which the administrator of the London
Interbank Offered Rate for interbank deposits in Dollars (“USD LIBOR”) permanently or indefinitely ceases to
provide USD LIBOR; or (B) in the case of clause (C) of the definition of “Benchmark Transition Event”, the date
of the public statement or publication of information referenced therein.


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to Adjusted LIBOR or LMIR:
(A) a public statement or publication of information by or on behalf of the administrator of USD LIBOR announcing that such administrator
has ceased or will cease to provide USD LIBOR, permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide USD LIBOR; (B) a public statement or publication of information
by a Governmental Authority having jurisdiction over the Administrative Agent, the regulatory supervisor for the administrator
of USD LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for USD LIBOR, a
resolution authority with jurisdiction over the administrator for USD LIBOR or a court or an entity with similar insolvency or
resolution authority over the administrator for USD LIBOR, which states that the administrator of USD LIBOR has ceased or will
cease to provide USD LIBOR permanently or indefinitely, provided that, at the time of such statement or publication, there is no
successor administrator that will continue to provide USD LIBOR; or (C) a public statement or publication of information by the
regulatory supervisor for the administrator of USD LIBOR or a Governmental Authority having jurisdiction over the Administrative
Agent announcing that USD LIBOR is no longer representative.


 






    3 


     


    

 


“Benchmark
Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred with respect to Adjusted LIBOR or LMIR and solely to the extent that Adjusted LIBOR or LMIR (as the case may be) has
not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has
occurred if, at such time, no Benchmark Replacement has replaced Adjusted LIBOR or LMIR (as the case may be) for all purposes
hereunder in accordance with Section 5.06 and (y) ending at the time that a Benchmark Replacement has replaced
Adjusted LIBOR or LMIR (as the case may be) for all purposes hereunder pursuant to Section 5.06.


 


“Early
Opt-in Event” means a determination by the Administrative Agent that Dollar-denominated credit facilities being executed
at such time, or that include language similar to that contained in Section 5.06, are being executed or amended, as applicable,
to incorporate or adopt a new benchmark interest rate to replace USD LIBOR.


 


“Federal
Funds Rate” means, for any day, the per annum rate set forth in the weekly statistical release designated as H.15(519),
or any successor publication, published by the Federal Reserve Board (including any such successor, “H.15(519)”) for
such day opposite the caption “Federal Funds (Effective).” If on any relevant day such rate is not yet published in
H. 15(519), the rate for such day will be the rate set forth in the daily statistical release designated as the Composite 3:30
p.m. Quotations for U.S. Government Securities, or any successor publication, published by the Federal Reserve Bank of New York
(including any such successor, the “Composite 3:30 p.m. Quotations”) for such day under the caption “Federal
Funds Effective Rate”. If on any relevant day the appropriate rate is not yet published in either H.15(519) or the Composite
3:30 p.m. Quotations, the rate for such day will be the arithmetic mean as determined by the Administrative Agent of the rates
for the last transaction in overnight Federal funds arranged before 9:00 a.m. (New York City time) on that day by each of three
leading brokers of Federal funds transactions in New York City selected by the Administrative Agent.


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


(c)         The
definition of “Adjusted LIBOR”, as set forth in Section 1.01 of the Receivables Financing Agreement, is hereby
amended by replacing the text “0.375%” where it appears therein, in each instance, with the text “zero (0.00%)”
in its place, in each instance.


 


(d)         The
definition of “Base Rate”, as set forth in Section 1.01 of the Receivables Financing Agreement, is hereby amended
by replacing the text “Federal Funds Rate” where it appears therein with the text “Overnight Bank Funding Rate”
in its place.


 






    4 


     


    

 


(e)         The definition of “Facility Limit”, as set forth in Section 1.01 of the Receivables Financing Agreement,
is hereby amended by replacing the text “$250,000,000” where it appears therein with the text “$300,000,000”
in its place.


 


(f)          The
definition of “LMIR”, as set forth in Section 1.01 of the Receivables Financing Agreement, is hereby amended
by replacing the text “0.375%” where it appears therein, in each instance, with the text “zero (0.00%)”
in its place, in each instance.


 


(g)         The
definition of “Minimum Funding Threshold”, as set forth in Section 1.01 of the Receivables Financing Agreement,
is hereby amended and restated as follows:


 


“Minimum
Funding Threshold” means, on any day, an amount equal to the lesser of (a) the product of (i) 70.00% times (ii)
the Facility Limit at such time, (b) the Borrowing Base at such time and (c) after the occurrence and during the continuance of
a Specified Paydown Event, $0.00; provided that the Borrower may, for each 12-month period beginning on the First Amendment
Effective Date and ending on the 12-month anniversary thereof and for each 12-month period thereafter, reduce the percentage set
forth in clause (a)(i) above to a lower percentage for any period or multiple periods not to exceed thirty (30) calendar
days in the aggregate for any one 12-month period, so long as, for each such period, the Borrower has delivered no less than one
day’s (or such shorter time period as the Administrative Agent may permit in its sole discretion) prior written notice therefor
to the Administrative Agent.


 


(h)         The
definition of “Required Capital Amount”, as set forth in Section 1.01 of the Receivables Financing Agreement,
is hereby amended and restated as follows:


 


“Required
Capital Amount” means $25,000,000.


 


(i)          The
definition of “Sanctioned Country”, as set forth in Section 1.01 of the Receivables Financing Agreement, is
hereby amended and restated as follows:


 


“Sanctioned
Country” means a country subject to a sanctions program maintained under any Anti-Terrorism Law, including any such country
identified on the list maintained and published by OFAC from time to time.


 


(j)          The
definition of “Sanctioned Person”, as set forth in Section 1.01 of the Receivables Financing Agreement, is
hereby amended and restated as follows:


 


“Sanctioned
Person” means (i) A person named on the list of “Specially Designated Nationals” or “Blocked
Persons” maintained and published by OFAC from time to time, (ii) (A) an agency of the government of a
Sanctioned Country, (B) an organization controlled by a Sanctioned Country or (C) a person resident in a Sanctioned
Country, to the extent subject to a sanctions program administered by OFAC, or (iii) any individual person, group, regime,
entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person, group,
regime, entity or thing, or subject to any limitations or prohibitions (including the blocking of property or rejection of
transactions), under any Anti-Terrorism Law.


 






    5 


     


    

 


(k)         Section
2.02(a) of the Receivables Financing Agreement is hereby amended and restated as follows:


 


(a) Each Loan
hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative
Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A, provided that, at any time
when PNC (or an Affiliate thereof)  is both the Administrative Agent and the sole Lender hereunder, if the Borrower enters
into a separate written agreement with the Administrative Agent regarding Administrative Agent’s PINACLE® auto-advance
service (or any similar or replacement electronic loan administration service implemented by the Administrative Agent), then any
request for a Loan made using such service shall constitute a Loan Request, and each Loan made pursuant to such service shall be
made on the date such Loan Request is received by the Administrative Agent. Each such request for a Loan shall be made no later
than 3:00 p.m. (New York City time) on a Business Day (it being understood that any such request made after such time shall
be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Loan(s) requested (which shall
not be less than $100,000 and shall be an integral multiple of $100,000), (ii) the allocation of such amount among the Lenders
(which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and
(iv) the date such requested Loan is to be made (which shall be a Business Day).


 


(l)          Section
2.02(d) of the Receivables Financing Agreement is hereby amended and restated as follows:


 


(d) The
Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower
shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section
4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have
the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders (i) at any time when PNC (or
an Affiliate thereof) is both the Administrative Agent and the sole Lender hereunder, and to the extent the Borrower has
entered into a separate written agreement with the Administrative Agent regarding Administrative Agent’s PINACLE®
auto-advance service (or any similar or replacement electronic loan administration service implemented by the Administrative
Agent) pursuant to Section 2.02(a) hereof, on any Business Day, or (ii) otherwise, on any Business Day upon one (1) Business
Day’s prior written notice thereof to the Administrative Agent in the form of a Reduction Notice attached hereto as Exhibit
B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 or
any higher multiple thereof, (ii) the Borrower shall not provide any Reduction Notice, and no such Reduction Notice shall be
effective, if after giving effect thereto, the Aggregate Capital at such time would be less than an amount equal to the
Minimum Funding Threshold and (iii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the
immediately following Settlement Date; provided, however that notwithstanding the foregoing, a prepayment may
be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero.


 






    6 


     


    

 


(m)        Section
5.06 of the Receivables Financing Agreement is hereby amended and restated as follows:


 


“SECTION
5.06Benchmark Replacement Setting.


 


(a)       Notwithstanding
anything to the contrary herein or in any other Transaction Document, if a Benchmark Transition Event or an Early Opt-in Election,
as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of
the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition
of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark
for all purposes hereunder and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings
without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document
and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement”
for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under
any Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. New York City time on the fifth (5th) Business
Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action
or consent of any other party to, this Agreement or any other Transaction Document so long as the Administrative Agent has not
received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.


 


(b)       In
connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document,
any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent
of any other party to this Agreement or any other Transaction Document.


 


(c)       The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event,
a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the
implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv)
the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.06(d) and (v) the commencement or
conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the
Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.06, including any
determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or
date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent
manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or
any other Transaction Document, except, in each case, as expressly required pursuant to this Section 5.06.


 






    7 


     


    

 


(d)       Notwithstanding
anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation
of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR, LMIR or Adjusted LIBOR) and
either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from
time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator
of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is
or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for
any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was
removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including
a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative
for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest
Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.


 


(e)       Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request
for a Loan bearing interest based on LMIR or Adjusted LIBOR, conversion to or continuation of Loans bearing interest based on LMIR
or Adjusted LIBOR to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower
will be deemed to have converted any such request into a request for a Loan of or conversion to Loans bearing interest under the
Base Rate. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available
Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will
not be used in any determination of the Base Rate.


 


(f)       Notwithstanding
anything to the contrary herein or in any other Transaction Document and subject to the proviso below in this paragraph, if a
Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of
any setting of the then-current Benchmark, then (i) the applicable Benchmark Replacement will replace the then-current
Benchmark for all purposes hereunder or under any Transaction Document in respect of such Benchmark setting (the
“Secondary Term SOFR Conversion Date”) and subsequent Benchmark settings, without any amendment to, or
further action or consent of any other party to, this Agreement or any other Transaction Document; and (ii) Loans outstanding
on the Secondary Term SOFR Conversion Date bearing interest based on the then-current Benchmark shall be deemed to have been
converted to Loans bearing interest at the Benchmark Replacement with a tenor approximately the same length as the interest
payment period of the then-current Benchmark; provided that, this Section 5.06(f) shall not be effective unless
the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.


 






    8 


     


    

 


(g)       This
Section 5.06 provides a mechanism for determining an alternative rate of interest in the event that the London interbank
offered rate is no longer available or in certain other circumstances. The Administrative Agent does not warrant or accept any
responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related
to the London interbank offered rate or other rates in the definition of Adjusted LIBOR, LMIR or with respect to any alternative
or successor rate thereto, or replacement rate therefor.


 


(h)       The
following defined terms used in this Section 5.06 have the meanings set forth below:


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the
then current Benchmark is a term rate or is based on a term rate, any tenor for such Benchmark that is or may be used for determining
the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any
tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 5.06(d),
or (y) if the then current Benchmark is not a term rate nor based on a term rate, any payment period for interest calculated with
reference to such Benchmark pursuant to this Agreement as of such date. For the avoidance of doubt, the Available Tenor for LMIR
is one month.


 


“Benchmark”
means, initially, LMIR or Adjusted LIBOR; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or
an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to LMIR or Adjusted
LIBOR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that
such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 5.06(a) or Section 5.06(f).


 






    9 


     


    

 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined
by the Administrative Agent for the applicable Benchmark Replacement Date:


 


(1)       the
sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(2)       the
sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;


 


(3)      the
sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S.
dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;


 


provided that,
in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided, further,
that, with respect to a Term SOFR Transition Event, on the applicable Benchmark Replacement Date, the “Benchmark Replacement”
shall revert to and shall be determined as set forth in clause (1) of this definition. If the Benchmark Replacement as determined
pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor
for the purposes of this Agreement and the other Transaction Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark
Replacement for any applicable Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)      for
purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the
order below that can be determined by the Administrative Agent:


 


(a)       the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value
or zero) as of the Reference Time such Benchmark Replacement is first set for such Available Tenor that has been selected or recommended
by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
the applicable Corresponding Tenor;


 


(b)       the
spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first
set for such Available Tenor that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions
to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 






    10 


     


    

 


(2)       for
purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of
a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with
the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date
or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated
syndicated credit facilities;


 


provided
that, (x) in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes
such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion and
(y) if the then-current Benchmark is a term rate, more than one tenor of such Benchmark is available as of the applicable Benchmark
Replacement Date and the applicable Unadjusted Benchmark Replacement will not be a term rate, the Available Tenor of such Benchmark
for purposes of this definition of “Benchmark Replacement Adjustment” shall be deemed to be the Available Tenor that
has approximately the same length (disregarding business day adjustments) as the payment period for interest calculated with reference
to such Unadjusted Benchmark Replacement.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition
of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing
requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions,
and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect
the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent
in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion
of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for
the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides
is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).


 






    11 


     


    

 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


(1)       in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public
statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the
published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof);


 


(2)       in
the case of clause (3) of the definition of “Benchmark Transition Event,” the date determined by the Administrative
Agent, which date shall promptly follow the date of the public statement or publication of information referenced therein;


 


(3)       in
the case of a Term SOFR Transition Event, the date that is set forth in the Term SOFR Notice provided to the Lenders and the Borrower
pursuant to Section 5.06, which date shall be at least 30 days from the date of the Term SOFR Notice; or


 


(4)       in
the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided
to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business
Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in
Election from Lenders comprising the Majority Lenders.


 


For the avoidance
of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference
Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time
for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause
(1) or (2) above with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein
with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(1)       a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all
Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of
such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such
Benchmark (or such component thereof);


 






    12 


     


    

 


(2)       a
public statement or publication of information by a Governmental Authority having jurisdiction over the Administrative Agent, the
regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the
Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for
such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such
component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or
such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide
all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark
(or such component thereof); or


 


(3)       a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) or a Governmental Authority having jurisdiction over the Administrative Agent announcing
that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.


 


For the avoidance of doubt, a “Benchmark
Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used
in the calculation thereof).


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant
to clause (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the
then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 5.06(d)
and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and
under any Transaction Document in accordance with Section 5.06(d).


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest
payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 






    13 


     


    

 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established
by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental
Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that
any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish
another convention in its reasonable discretion.


 


“Early
Opt-in Election” means, if the then-current Benchmark is LMIR or Adjusted LIBOR, the occurrence of:


 


(1)       a
notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the
other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time
contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based
upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available
for review); and


 


(2)       the
joint election by the Administrative Agent and the Borrower to trigger a fallback from LMIR or Adjusted LIBOR and the provision
by the Administrative Agent of written notice of such election to the Lenders.


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to LMIR or Adjusted LIBOR or, if no floor is specified, zero
(0.00). As of the First Amendment Effective Date, the Floor is 0.00% per annum.


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or
any successor thereto, or any successor definitional booklet for interest rate derivatives published from time to time by the International
Swaps and Derivatives Association, Inc. or such successor thereto.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LMIR or Adjusted LIBOR,
11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark
is not LMIR or Adjusted LIBOR, the time determined by the Administrative Agent in its reasonable discretion.


 


“Relevant
Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.


 






    14 


     


    

 


“Secondary
Term SOFR Conversion Date” has the meaning set forth in Section 5.06(f).


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published
by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.


 


“SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing
rate).


 


“SOFR
Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“Term
SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate
based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Term
SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a
Term SOFR Transition Event.


 


“Term
SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for
use by the Relevant Governmental Body, and is determinable for each Available Tenor, (b) the administration of Term SOFR is administratively
feasible for the Administrative Agent and (c) a Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement
in accordance with Section 5.06 that is not Term SOFR.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


(n)              
Schedule I is replaced in its entirety with Schedule I attached hereto.


 


SECTION 2.     
Representations and Warranties of the Borrower and Servicer. Each of the Borrower and the Servicer hereby represents
and warrants to each of the parties hereto as of the date hereof as follows:


 


(a)              
Representations and Warranties. Each of the representations and warranties made by it under the Receivables
Financing Agreement and each of the other Transaction Documents to which it is a party are true and correct in all material respects
as of the date hereof (unless such representations and warranties are stated to relate solely to an earlier date, in which case
such representations and warranties were true and correct in all material respects as of such earlier date).


 






    15 


     


    

 


(b)              
 Enforceability. The execution and delivery by such Person of this Amendment, and the performance of its obligations
under this Amendment, the Receivables Financing Agreement (as amended hereby) and the other Transaction Documents to which it is
a party are within its organizational powers and have been duly authorized by all necessary action on its part, and this Amendment,
the Receivables Financing Agreement (as amended hereby) and the other Transaction Documents to which it is a party are its valid
and legally binding obligations, enforceable in accordance with its terms, except (i) as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability
is considered in a proceeding in equity or at law.


 


(c)              
No Event of Default. No Event of Default or Unmatured Event of Default has occurred and is continuing, or
would occur as a result of this Amendment or the transactions contemplated hereby.


 


SECTION 3.     
Effect of Amendment; Ratification. All provisions of the Receivables Financing Agreement and the other Transaction
Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes
effective, all references in the Receivables Financing Agreement (or in any other Transaction Document) to “this Receivables
Financing Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect
referring to the Receivables Financing Agreement shall be deemed to be references to the Receivables Financing Agreement as amended
by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision
of the Receivables Financing Agreement other than as set forth herein. The Receivables Financing Agreement, as amended by this
Amendment, is hereby ratified and confirmed in all respects.


 


SECTION 4.     
Effectiveness. This Amendment shall become effective as of the date hereof, subject to the satisfaction of each of
the following conditions precedent:


 


(a)              
receipt by the Administrative Agent of counterparts of this Amendment (whether by facsimile or otherwise) executed by each
of the parties hereto;


 


(b)              
receipt by the Administrative Agent of counterparts of the Administrative Agent Fee Letter (whether by facsimile or
otherwise) executed by each of the parties thereto;


 


(c)              
receipt by the Administrative Agent of counterparts of the Lender Fee Letter (whether by facsimile or otherwise) executed
by each of the parties thereto;


 


(d)               evidence
received by the Administrative Agent that the “Closing Fee” under and as defined in the Administrative Agent Fee Letter
has been paid in full in accordance with the terms of the Administrative Agent Fee Letter; and


 






    16 


     


    

 


(e)              
 a favorable written opinion of Baker Botts LLP addressed to the Administrative Agent and each Lender, dated as of the date
hereof, in form and substance reasonably satisfactory to the Administrative Agent, as to certain enforceability and corporate matters.


 


SECTION 5.     
Severability. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


SECTION
6.      Transaction
Document. This Amendment shall be a Transaction Document for purposes of the Receivables Financing Agreement.


 


SECTION 7.     
Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall
be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed
counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart.


 


SECTION 8.      
GOVERNING LAW; JURISDICTION.


 


(a)              
THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF), EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT
OF PERFECTION OR PRIORITY OF THE INTERESTS OF ADMINISTRATIVE AGENT OR ANY LENDER IN THE COLLATERAL IS GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK.


 






    17 


     


    

 


(b)               EACH
PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO (I) WITH RESPECT TO THE BORROWER AND THE SERVICER, THE EXCLUSIVE JURISDICTION, AND
(II) WITH RESPECT TO EACH OF THE OTHER PARTIES HERETO, THE NON-EXCLUSIVE JURISDICTION, IN EACH CASE, OF ANY NEW YORK STATE OR
FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT,
AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING (I) IF BROUGHT BY THE
BORROWER, THE SERVICER OR ANY AFFILIATE THEREOF, SHALL BE HEARD AND DETERMINED, AND (II) IF BROUGHT BY ANY OTHER PARTY TO
THIS AMENDMENT, MAY BE HEARD AND DETERMINED, IN EACH CASE, IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW,
IN SUCH FEDERAL COURT. NOTHING IN THIS SECTION 8 SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER
CREDIT PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR THE SERVICER OR ANY OF THEIR RESPECTIVE PROPERTY IN
THE COURTS OF OTHER JURISDICTIONS. EACH OF THE BORROWER AND THE SERVICER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT
MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. THE PARTIES
HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


 


SECTION 9.     
Performance Guarantor Acknowledgment and Consent.  The Performance Guarantor hereby acknowledges the parties’
entry into this Amendment and consents to the terms and conditions hereof, it being understood that such terms and conditions may
affect the extent of the Guaranteed Obligations (as defined in the Performance Guaranty) for which the Performance Guarantor may
be liable under the Performance Guaranty.  The Performance Guarantor further confirms and agrees that the Performance Guaranty
remains in full force and effect after giving effect to this Amendment and, for the avoidance of doubt, acknowledges that any amendment
herein to a defined term in the Receivables Financing Agreement shall apply to terms in the Performance Guaranty which are defined
by reference to the Receivables Financing Agreement.


 


SECTION 10. 
Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the
meaning or interpretation of this Amendment, the Receivables Financing Agreement or any provision hereof or thereof.


 


[Signature
pages follow]


 






    18 


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amendment by their duly authorized officers as of the date first above written.


 


	 	ENLINK
    MIDSTREAM FUNDING, LLC, 

as Borrower
	 	 	 
	 	By: 	/s/ Pablo G. Mercado
	 	Name:  	Pablo G. Mercado
	 	Title:	Executive Vice President and Chief Financial Officer



 


	 	ENLINK MIDSTREAM OPERATING, LP, 

as the Servicer
	 	 	 
	 	By: EnLink Midstream Operating GP, LLC, its general partner
	 	 	 
	 	By:	/s/ Pablo G. Mercado    
	 	Name:  	Pablo G. Mercado
	 	Title: 	Executive Vice
President and Chief Financial Officer



 


PNC/EnLink: First Amendment to the 

Receivables Financing Agreement


 






    S-1 


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION, 

as Administrative Agent
	 	 	 
	 	By:	/s/ Imad Naja
	 	Name:  	Imad Naja
	 	Title:	Senior Vice President



 


	 	PNC BANK, NATIONAL ASSOCIATION, 

as Lender
	 	 	 
	 	By: 	/s/ Imad Naja
	 	Name:   	Imad Naja
	 	Title: 	Senior Vice President



 


PNC/EnLink: First Amendment to the 

Receivables Financing Agreement


 






    S-2 


     


    

 


	 	Solely with respect to Section 9:
	 	 	 
	 	ENLINK
    MIDSTREAM, LLC, 

as Performance Guarantor
	 	 	 
	 	By:  EnLink Midstream Manager, LLC, its managing member
	 	 	 
	 	By:	/s/ Pablo G. Mercado 
	 	Name:  	Pablo G. Mercado
	 	Title:	Executive Vice
President and Chief Financial Officer



 


PNC/EnLink: First Amendment to the 

Receivables Financing Agreement


 






    S-3 


     


    

 


SCHEDULE I

Commitments


 


	PNC Bank, National Association
	 
	Party	 	 	Capacity	 	 	 	Commitment	 
	PNC Bank, National Association	 	 	Lender	 	 	$	300,000,000	 



 



    Schedule I-1