Exhibit 10.1
Execution Version
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”), dated as of December 12, 2025 (the “Third Amendment Effective Date”), is entered into by and among ARCHROCK SERVICES, L.P., a Delaware limited partnership (the “Administrative Borrower”), and ARCHROCK PARTNERS OPERATING LLC, a Delaware limited liability company (“Operating” and together with the Administrative Borrower, each, a “Borrower” and, collectively, the “Borrowers”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), as an Issuing Bank and as Swingline Lender.
WITNESSETH
WHEREAS, the Borrowers, the Loan Parties from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement, dated as of May 16, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Third Amendment Effective Date, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by the amendments set forth in Section 2 of this Third Amendment, the “Credit Agreement”);
WHEREAS, the parties hereto desire to enter into this Third Amendment, to, among other things, amend certain terms of the Existing Credit Agreement as set forth herein, in each case, to be effective as of the Third Amendment Effective Date; and
WHEREAS, subject to and upon the terms and conditions set forth herein, each Lender has agreed to enter into this Third Amendment and amend the Existing Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
“Third Amendment” means the Third Amendment to Amended and Restated Credit Agreement, dated as of the Third Amendment Effective Date, among the Borrowers, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.
1
“Third Amendment Effective Date” means December 12, 2025.
“Adjusted Daily Simple SOFR” means, with respect to any RFR Borrowing, an interest rate per annum equal to the Daily Simple SOFR; provided that if Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
“Adjusted REVSOFR30 Rate” means an interest rate per annum equal to the REVSOFR30 Rate; provided that (i) if the Adjusted REVSOFR30 Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement and (ii) if the REVSOFR30 Rate shall not be available, then the Adjusted REVSOFR30 Rate shall be equal to the Alternate Base Rate.
“Adjusted Term SOFR” means, with respect to any Term Benchmark Borrowing for any Interest Period or for any ABR Borrowing based on Adjusted Term SOFR, an interest rate per annum equal to the Term SOFR for such Interest Period (or, in the case of any ABR Borrowing based on Adjusted Term SOFR, Term SOFR for a one-month Interest Period); provided that if Adjusted Term SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
“Applicable Rate” means, for any day, with respect to any Loan, the applicable rate per annum set forth below under the caption “ABR and REVSOFR30 Spread” or “Term Benchmark and RFR Spread”, as the case may be, based upon the Total Leverage Ratio as of the most recent determination date; provided that, on and after the Third Amendment Effective Date, the Applicable Rate shall be Category 3 until the delivery to the Administrative Agent, pursuant to Section 5.01(a), of Parent’s consolidated financial information for the fiscal year ending December 31, 2025:
Total Leverage Ratio | ABR and REVSOFR30 Spread | Term Benchmark and RFR Spread |
|---|---|---|
Category 1 | 1.50% | 2.50% |
Category 2 | 1.25% | 2.25% |
Category 3 | 1.00% | 2.00% |
2
Total Leverage Ratio | ABR and REVSOFR30 Spread | Term Benchmark and RFR Spread |
|---|---|---|
Category 4 | 0.75% | 1.75% |
For purposes of the foregoing, (a) the Applicable Rate shall be determined as of the end of each fiscal quarter of Parent based upon Parent’s annual or quarterly consolidated financial statements delivered pursuant to Section 5.01(a) and Section 5.01(b) and the related Compliance Certificate delivered pursuant to Section 5.01(c) and (b) each change in the Applicable Rate resulting from a change in the Total Leverage Ratio shall be effective three (3) Business Days following the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change, provided that the Total Leverage Ratio shall be deemed to be in Category 1 (A) at any time that an Event of Default has occurred and is continuing or (B) at the option of the Administrative Agent or at the request of the Required Lenders if the Administrative Borrower fails to deliver the annual or quarterly consolidated financial statements required to be delivered by it pursuant to Section 5.01, during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered. In the event that, at any date prior to the Termination Date, any financial statement or Compliance Certificate delivered pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, and only in such case, then the Administrative Borrower shall promptly (i) deliver or cause to be delivered to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (ii) determine the Applicable Rate for such Applicable Period based upon the Total Leverage Ratio set forth in the corrected Compliance Certificate, and (iii) pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance herewith, and, if such payment is made, any Default under clause (b) of Article VII that shall have occurred solely on account of the failure of the Borrowers to pay interest when due as a result of such inaccuracy shall be automatically waived without any further action by the Administrative Agent and the Lenders. The preceding sentence is in addition to the rights of the Administrative Agent and Lenders with respect to Section 2.14(e) and Article VII and other of their respective rights under this Agreement that may be applicable as a result of any such inaccuracy referred to in such sentence.
“Floor” means the benchmark rate floor, if any, provided in this Agreement (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to Adjusted Term SOFR, the Adjusted REVSOFR30 Rate or Adjusted Daily Simple SOFR, as applicable. For the avoidance of doubt, the Floor as of the Third Amendment Effective Date for each
3
of Adjusted Term SOFR, the Adjusted REVSOFR30 Rate and Adjusted Daily Simple SOFR shall be zero.
“Loan Documents” means, collectively, this Agreement, the First Amendment, the Second Amendment, the Third Amendment, any promissory notes issued pursuant to this Agreement, any Letter of Credit applications, the Collateral Documents, the Loan Guaranty, any Obligation Guaranty and all other agreements, instruments, documents and certificates identified in Section 4.01 executed and delivered by a Loan Party to, or in favor of, the Administrative Agent or any Lender, each Compliance Certificate delivered pursuant to Section 5.01(c), each Borrowing Request or and each consent, waiver, subordination agreement, intercreditor agreement executed by the Borrowers pursuant to this Agreement. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, amendments and restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.
“Revolving Commitment Fee Rate” means 0.25% per annum.
The Administrative Agent shall notify the Administrative Borrower, the Lenders and the Issuing Banks of the Third Amendment Effective Date, and such notice shall be conclusive and binding.
4
5
6
[Signature Pages Follow]
7
IN WITNESS WHEREOF, this Third Amendment has been duly executed as of the day and year first above written.
BORROWERS:
ARCHROCK PARTNERS OPERATING LLC ARCHROCK SERVICES, L.P.
By:/s/ Douglas S. Aron
Douglas S. Aron
Senior Vice President and Chief Financial Officer
OTHER LOAN PARTIES:
ARCHROCK, INC.
ARCHROCK PARTNERS FINANCE CORP.
ARCHROCK PARTNERS LEASING LLC
AROC CORP.
AROC SERVICES GP LLC
AROC SERVICES LP LLC
ARCHROCK SERVICES LEASING LLC
ARCHROCK GP LLC
ARCHROCK PARTNERS CORP.
ARCHROCK ELT LLC
By:/s/ Douglas S. Aron
Douglas S. Aron
Senior Vice President and Chief Financial Officer
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
ARCHROCK PARTNERS, L.P.
By: ARCHROCK GENERAL PARTNER, L.P., its general partner
By: ARCHROCK GP LLC, its general partner
By:/s/ Douglas S. Aron
Douglas S. Aron
Senior Vice President and Chief Financial Officer
ARCHROCK GENERAL PARTNER, L.P.,
By: ARCHROCK GP LLC, its general partner
By:/s/ Douglas S. Aron
Douglas S. Aron
Senior Vice President and Chief Financial Officer
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
ARCHROCK GP LP LLC
By: /s/ Pamela A. Gregorski
Pamela A. Gregorski
Manager
ARCHROCK MLP LP LLC
By: /s/ Pamela A. Gregorski
Pamela A. Gregorski
Manager
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, an Issuing Bank, Swingline Lender and a Lender
By: /s/ William Eifert
Authorized Officer
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender and an Issuing Bank
By:/s/ Seth Setterberg
Seth Setterberg
Authorized Signatory
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
BANK OF AMERICA, N.A.,
as a Lender
By: /s/ Michael Danby
Michael Danby
Vice President
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
ROYAL BANK OF CANADA,
as a Lender
By: /s/ Emilee Scott
Emilee Scott
Authorized Signatory
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
REGIONS BANK,
as a Lender
By: /s/ Ben Barnhart
Ben Barnhart
Assistant Vice President
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
THE BANK OF NOVA SCOTIA, HOUSTON BRANCH,
as a Lender
By: /s/ Alex Franks
Alex Franks
Managing Director
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
FLAGSTAR BANK, N.A. (as assignee of Flagstar Specialty Finance Company, LLC),
as a Lender
By: /s/ Thomas Bukowski
Thomas Bukowski
Senior Vice President
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
CITIBANK, N.A.,
as a Lender
By: /s/ Todd Mogil
Todd Mogil
Vice President
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
CATERPILLAR FINANCIAL SERVICES CORPORATION,
as a Lender
By: /s/ Landon Gracey
Landon Gracey
SF Regional Credit Manager
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
FIRST-CITIZENS BANK & TRUST COMPANY (f/k/a CIT BANK, N.A.),
as a Lender
By: /s/ Christopher Solley
Christopher Solley
Director
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
RAYMOND JAMES BANK,
as a Lender
By: /s/ Chad E Colby
Chad E Colby
Managing Director
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
FIRST HORIZON BANK,
as a Lender
By: /s/ Forrest Taylor
Forrest Taylor
Senior Vice President
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
BANK OZK,
as a Lender
By: /s/ Ryan Hammonds
Ryan Hammonds
Senior Vice President
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH,
as a Lender
By: /s/ Kevin A. James
Kevin A. James
Authorized Signatory
By: /s/ Donovan C. Broussard
Donovan C. Broussard
Authorized Signatory
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
MUFG BANK, LTD.,
as a Lender
By: /s/ Erick Moore
Erick Moore
Vice President
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Adrian Avalos
Adrian Avalos
Senior Vice President
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
BOKF, NA dba BOK FINANCIAL,
as a Lender
By: /s/ David Risen
David Risen
Senior Vice President
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)