Common use of Restricted Payment Clause in Contracts

Restricted Payment. (a) Amend the definition of Permitted Payment to delete “(xvi)” from Clause 23.14(c)(xiv) (Restricted Payments). (b) Amend the definition of Permitted Payment to delete each reference to “three” from Clause 23.14(c)(xli) (Restricted Payments) and replace them with “five”. (c) Amend the definition of Permitted Payment by amending the current Clause 23.14(c)(xli) (Restricted Payments) so that it becomes Clause 23.14(c)(xliii) (Restricted Payments) (and update all references in the Credit Agreement to Clause 23.14(c)(xli) (Restricted Payments) accordingly) and inserting: (i) a new Clause 23.14(c)(xli) (Restricted Payments) as follows: “in connection with any transfer of the equity interests in a member of the Bank Group provided that (A) the ratio of Senior Net Debt to Annualised EBITDA would not be greater than it was immediately prior to the relevant transfer and (B) such member of the Bank Group whose equity interests have been transferred pursuant to this paragraph, becomes an Affiliate Subsidiary within 3 Business Days of such transfer;”; and (ii) a new Clause 23.14(c)(xlii) (Restricted Payments) as follows: “following a Public Offering of the Company or a Permitted Affiliate Parent or any Parent Entity, the declaration and payment by the Company, any Permitted Affiliate Parent or any Parent Entity, or the making of any cash payments, advances, loans, dividends or distributions to any Parent Entity to pay, dividends or distributions on the Capital Stock (as defined in Clause 12.1 (Change of Control)), common stock or common equity interests of the Company, any Permitted Affiliate Parent or any Parent Entity; provided that the aggregate amount of all such dividends or distributions under this paragraph shall not exceed in any financial year the greater of (A) 6 per cent. of the Net Cash Proceeds of such Public Offering or subsequent equity offering by the Company or any Permitted Affiliate Parent or contributed to the capital of the Company or any Permitted Affiliate Parent by any Parent Entity in any form and (B) following the Initial Public Offering, an amount equal to the greater of (1) 7 per cent. of the Market Capitalisation and (2) 7 per cent. of the IPO Market Capitalisation;”. (d) Insert the following definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new Clause 23.14(c)(xlii) (Restricted Payments):

Restricted Payment. Reference is made to that certain letter dated April 8, 2015 among the Borrower, the Administrative Agent and the Lenders party thereto which relates to, among other things, postponement of the April 1, 2015 Scheduled Redetermination until May 1, 2015 (such letter, the “Consent Letter”). The Borrower has advised the Administrative Agent and the Lenders that it intends to issue additional shares of its common Equity Interests (which does not constitute Disqualified Capital Stock) (such issuance, the “Equity Issuance”). The Borrower has also advised the Administrative Agent and the Lenders that in connection with the Equity Issuance it desires to declare and pay a cash distribution to all then outstanding common units as of the date the distribution is paid, in an amount that is consistent with the quarterly distribution per common Equity Interest that was paid to unitholders on or about January 15, 2015, pursuant to Section 9.04(iv) (such distribution, the “Proposed Distribution”). With respect to the Proposed Distribution, the Borrower has requested that the Lenders waive, and the Lenders do hereby waive, with respect to the Proposed Distribution, the Borrower’s compliance with (a) Amend the definition of Permitted Payment to delete “(xvi)” from Clause 23.14(c)(xivSection 9.04(iv)(B) (Restricted Payments). and (b) Amend the definition of Permitted Payment to delete each reference to “three” from Clause 23.14(c)(xli) (Restricted Payments) and replace them with “five”. (c) Amend the definition of Permitted Payment by amending the current Clause 23.14(c)(xli) (Restricted Payments) so that it becomes Clause 23.14(c)(xliii) (Restricted Payments) (and update all references requirement in the Consent Letter that the total Revolving Credit Agreement Exposures must be reduced to Clause 23.14(c)(xlian amount less than or equal to $55,000,000 after giving effect to the Proposed Distribution, if applicable at the time the Borrower makes the Proposed Distribution; provided that, it is a condition to the foregoing waiver that: (a) (Restricted Payments) accordingly) and inserting: (i) a new Clause 23.14(c)(xli) (Restricted Payments) as follows: “the net cash proceeds received by the Borrower in connection with any transfer the Equity Issuance shall exceed the amount of the equity interests in a member Proposed Distribution (the amount of such excess net cash proceeds, the Bank Group provided that “Excess Proceeds”), (Ab) the ratio of Senior Net Debt Borrower shall apply all Excess Proceeds to Annualised EBITDA would not be greater than it was immediately prior to prepay the relevant transfer and (B) total Revolving Credit Exposures with such member of the Bank Group whose equity interests have been transferred pursuant to this paragraph, becomes an Affiliate Subsidiary within 3 Business Days of such transfer;”; and (ii) a new Clause 23.14(c)(xlii) (Restricted Payments) as follows: “following a Public Offering of the Company or a Permitted Affiliate Parent or any Parent Entity, the declaration and payment by the Company, any Permitted Affiliate Parent or any Parent Entity, or the making of any cash payments, advances, loans, dividends or distributions to any Parent Entity to pay, dividends or distributions prepayment being made on the Capital Stock (as defined in Clause 12.1 (Change of Control)), common stock or common equity interests of same day that the Company, any Permitted Affiliate Parent or any Parent EntityBorrower receives the proceeds from the Equity Issuance; provided that in no event shall such Excess Proceeds be required to be applied to prepay the aggregate total Revolving Credit Exposures by more than an amount of all necessary, such dividends or distributions under this paragraph shall not exceed in any financial year that immediately after giving effect to such prepayment, the greater of (A) 6 per cent. of the Net Cash Proceeds of such Public Offering or subsequent equity offering by the Company or any Permitted Affiliate Parent or contributed to the capital of the Company or any Permitted Affiliate Parent by any Parent Entity in any form and (B) following the Initial Public Offering, total Revolving Credit Exposures is an amount equal to the greater lesser of (1i) 7 per cent. $54,000,000 and (b) 90% of the Market Capitalisation Borrowing Base then in effect and (2c) 7 per cent. of the IPO Market Capitalisation;”Proposed Distribution shall be made on or before May 15, 2015. (d) Insert the following definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new Clause 23.14(c)(xlii) (Restricted Payments):

Restricted Payment. (aA) Amend a Default or Event of Default shall have occurred and be continuing, (B) the Company could not Incur at least $1.00 of Indebtedness (other than Permitted Indebtedness) or (C) the aggregate amount expended for all Restricted Payments (the amount so expended, if other than in cash, to be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) after the Closing Date shall exceed the sum of (1) 50% of the aggregate amount of the Adjusted Consolidated Net Income (or, if the Adjusted Consolidated Net Income is a loss, minus 100% of such amount) (determined by excluding income created by transfers of assets received by the Company or a Restricted Subsidiary from an Unrestricted Subsidiary) accrued on a cumulative basis during the period (taken as one accounting period) beginning on April 1, 1996 and ending on the last day of the Company's last fiscal quarter ended before the Transaction Date plus (2) the aggregate net proceeds (including the fair market value of non-cash proceeds as determined in good faith by the Board of Directors) received by the Company from the issuance and sale permitted by this Indenture of its Capital Stock (other than Redeemable Stock) to a Person who is not a Subsidiary of the Company, including an issuance or sale permitted by this Indenture for cash or other property upon the conversion of any Indebtedness of the Company subsequent to the Closing Date, or from the issuance of any options, warrants or other rights to acquire Capital Stock of the Company (in each case, exclusive of any Redeemable Stock or any options, warrants or other rights that are redeemable at the option of the holder, or are required to be redeemed, prior to the Stated Maturity of the Notes) plus (3) an amount equal to the net reduction in Investments in Persons that are not Restricted Subsidiaries resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Restricted Subsidiary from Persons that are not Restricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of Permitted Payment "Investments"), not to delete “(xvi)” from Clause 23.14(c)(xiv) (Restricted Payments). (b) Amend the definition of Permitted Payment to delete each reference to “three” from Clause 23.14(c)(xli) (Restricted Payments) and replace them with “five”. (c) Amend the definition of Permitted Payment by amending the current Clause 23.14(c)(xli) (Restricted Payments) so that it becomes Clause 23.14(c)(xliii) (Restricted Payments) (and update all references exceed, in the Credit Agreement to Clause 23.14(c)(xlicase of any Person that is not a Restricted Subsidiary, the amount of Investments previously made by the Company and any Restricted Subsidiary in such Person, plus (4) (Restricted Payments) accordingly) $15 million. The foregoing provision shall not take into account, and insertingshall not be violated by reason of: (i) a new Clause 23.14(c)(xli) (Restricted Payments) as follows: “in connection with any transfer of the equity interests in a member of the Bank Group provided that (A) the ratio of Senior Net Debt to Annualised EBITDA would not be greater than it was immediately prior to the relevant transfer and (B) such member of the Bank Group whose equity interests have been transferred pursuant to this paragraph, becomes an Affiliate Subsidiary within 3 Business Days of such transfer;”; and (ii) a new Clause 23.14(c)(xlii) (Restricted Payments) as follows: “following a Public Offering of the Company or a Permitted Affiliate Parent or any Parent Entity, the declaration and payment by the Company, any Permitted Affiliate Parent or any Parent Entity, or the making of any cash paymentsdividend within 60 days after the date of declaration thereof if, advancesat said date of declaration, loans, dividends or distributions to any Parent Entity to pay, dividends or distributions on the Capital Stock (as defined in Clause 12.1 (Change of Control)), common stock or common equity interests of the Company, any Permitted Affiliate Parent or any Parent Entity; provided that the aggregate amount of all such dividends or distributions under this paragraph shall not exceed in any financial year the greater of (A) 6 per cent. of the Net Cash Proceeds of such Public Offering or subsequent equity offering by the Company or any Permitted Affiliate Parent or contributed to the capital of the Company or any Permitted Affiliate Parent by any Parent Entity in any form and (B) following the Initial Public Offering, an amount equal to the greater of (1) 7 per cent. of the Market Capitalisation and (2) 7 per cent. of the IPO Market Capitalisation;”. (d) Insert the following definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection payment would comply with the new Clause 23.14(c)(xlii) (Restricted Payments):foregoing paragraph;

Restricted Payment. (a) Amend the definition of Permitted Payment to delete “(xvi)” from Clause 23.14(c)(xiv) (Restricted Payments). (b) Amend the definition of Permitted Payment to delete each reference to “three” from Clause 23.14(c)(xli) (Restricted Payments) and replace them with “five”. (c) Amend the definition of Permitted Payment by amending the current Clause 23.14(c)(xli) (Restricted Payments) so that it becomes Clause 23.14(c)(xliii) (Restricted Payments) (and update all references in the Credit Agreement to Clause 23.14(c)(xli) (Restricted Payments) accordingly) and inserting: (i) a new Clause 23.14(c)(xli) (Restricted Payments) as follows: “in connection with any transfer of the equity interests in a member of the Bank Group provided that (A) the ratio of Senior Net Debt to Annualised EBITDA would not be greater than it was immediately prior to the relevant transfer and (B) such member of the Bank Group whose equity interests have been transferred pursuant to this paragraph, becomes an Affiliate Subsidiary within 3 Business Days of such transfer;”; and (ii) a new Clause 23.14(c)(xlii) (Restricted Payments) as follows: “following a Public Offering of the Company or a Permitted Affiliate Parent or any Parent Entity, the declaration and payment by the Company, any Permitted Affiliate Parent or any Parent Entity, or the making of any cash payments, advances, loans, dividends or distributions to any Parent Entity to pay, dividends or distributions on the Capital Stock (as defined in Clause 12.1 (Change of Control)), common stock or common equity interests of the Company, any Permitted Affiliate Parent or any Parent Entity; provided that the aggregate amount of all such dividends or distributions under this paragraph shall not exceed in any financial year the greater of (A) 6 per cent. of the Net Cash Proceeds of such Public Offering or subsequent equity offering by the Company or any Permitted Affiliate Parent or contributed to the capital of the Company or any Permitted Affiliate Parent by any Parent Entity in any form and (B) following the Initial Public Offering, an amount equal to the greater of (1) 7 per cent. of the Market Capitalisation and (2) 7 per cent. of the IPO Market Capitalisation;”.. 84894163_20 (d) Insert the following definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new Clause 23.14(c)(xlii) (Restricted Payments):