Amended
and Restated Term Loan Agreement dated [April 27], 2017
Bank , N.A.
Bank Brett Road, OPS III, New Castle, Delaware 19720
Account Term Finance
Investors Trust Operating Partnership, L.P.
Account No.:36852248
ABA No.:021000089
All notices shall be delivered to Assignee at the following address (or at such
other address as Assignee shall hereafter notify Counterparty):
Citibank, N.A.
390 Greenwich Street, 7th Floor New York,
New York 10013
Attn: Ana Rosu Marmann
with a copy to:
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Attention: Malcolm K. Montgomery, Esq.
[NO FURTHER TEXT ON THIS PAGE]
IN WITNESS WHEREOF, Counterparty has executed and delivered this instrument as
of [
], 2017.
[
]
By:
Name:
Title:
[Signature Page to Consent of Counterparty]
EXHIBIT A
CONFIRMATION OF CAP AGREEMENT
(See Attached)
Exh. A-1
EXHIBIT J TO THE SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT
FORM OF AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT
[Attached.]
Exh. J
EXHIBIT J TO THE SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT
FORM OF CASH MANAGEMENT AGREEMENT
CASH MANAGEMENT AGREEMENT
CASH MANAGEMENT AGREEMENT dated as of April 27, 2017 (this "Agreement") by and
among the entities listed on the signature pages hereof under the heading
"Borrower Parties" (individually and collectively and jointly and severally, the
"Borrowers"), CITIBANK, N.A. ("Citi"), as collateral agent (together with any
successor collateral agent appointed pursuant to Article VIII of the Loan
Agreement, the "Agent") for the Secured Parties, and HIT SWN TRS, LLC, a
Delaware limited liability company, HIT SWN CRS NTC TRS, LP, a Delaware limited
partnership, and HIT SWN INT NTC TRS, LP, a Delaware limited partnership
(individually and collectively, as the "TRS Lessees").
WHEREAS, pursuant to that certain Second Amended and Restated Term Loan
Agreement dated as of the date hereof (as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time, the "Loan
Agreement"; capitalized terms used herein without being defined having the
meanings ascribed thereto in the Loan Agreement), by and among the Borrowers,
the Agent, the Lenders, and certain other parties thereto, the Lenders have
agreed to provide financing to the Borrowers in the maximum aggregate principal
amount of up to $310,000,000 (the "Loan") secured by, inter alia, the Collateral
Assets; and
WHEREAS, in order to fulfill certain of the Loan Parties' obligations under the
Loan Agreement, the Borrowers and the TRS Lessees (hereinafter, the "Company
Parties") have agreed to enter into this Agreement relating to the cash
management of the Collateral Assets.
NOW THEREFORE, in consideration of the mutual premises contained herein and for
other good and valuable consideration the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
Section 1.
Defined Terms. As used herein the following capitalized
terms shall have the respective meanings set forth below:
"Account Collateral" means: (a) the Accounts and all cash, checks, drafts,
certificates and instruments, if any, from time to time deposited or held in the
Accounts from time to time; (b) any and