Exhibit 10.1

Execution Version

AMENDMENT NO. 1 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of February 23, 2018 (the “Amendment No. 1 Effective Date”), is entered into by and among ARCHROCK PARTNERS OPERATING LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties party hereto, the lenders party hereto constituting the Required Lenders, the lenders party hereto constituting the Increase Lenders (as defined below), 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 Borrower, 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 a Credit Agreement, dated as of March 30, 2017 (as amended, restated, supplemented or otherwise modified prior to the Amendment No. 1 Effective Date, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by the amendments set forth in Section 2 of this Amendment, the “Credit Agreement”);

WHEREAS, AROC, APLP, the General Partner and Archrock GP LLC entered into an Agreement and Plan of Merger dated as of January 1, 2018 (the “Merger Agreement”), pursuant to which Amethyst Merger Sub LLC, an indirect wholly owned subsidiary of AROC, will merge with and into APLP, with APLP surviving as an indirect wholly owned subsidiary of AROC (the “Merger”);

WHEREAS, in connection with the Merger, (a) AROC and certain of its subsidiaries desire to become Loan Guarantors and (b) Archrock Services, L.P., a Delaware limited partnership (“ASLP”), desires to become a borrower under the Additional Amendments Credit Agreement (as defined below), in each case, as of the date the Merger is consummated;

WHEREAS, for purposes of hereof, (a) “Additional Loan Parties” means each of AROC, AROC Corp., AROC Services GP LLC, AROC Services LP LLC, ASLP, Archrock Services Leasing LLC, Archrock GP LP LLC, Archrock MLP LP LLC and each other Person that would be required to become a Loan Party pursuant to Section 5.14 of the Additional Amendments Credit Agreement after giving effect to the Merger and (b) each reference to “Loan Party” or “Loan Parties” in Sections 5 and 7 hereof shall be construed to include the Additional Loan Parties.

WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Existing Credit Agreement, with certain of such amendments becoming effective on the Amendment No. 1 Effective Date and certain of such amendments becoming effective on the Additional Amendments Effective Date (as defined below);

WHEREAS, in connection with the Merger, the Borrower desires to increase the Aggregate Revolving Commitment by $150,000,000 (the “Aggregate Revolving Commitment Increase” and each Lender increasing its Commitment and each New Lender (as defined below) providing a Commitment, as applicable, in connection with the Aggregate Revolving Commitment Increase, an “Increase Lender”) as of the Additional Amendments Effective Date so that, after

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giving effect to the Aggregate Revolving Commitment Increase, the Aggregate Revolving Commitment shall equal $1,250,000,000; and

WHEREAS, the Lenders party hereto, which constitute the Required Lenders (including all Increase Lenders), have agreed to 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:

Section 1.                                           Defined Terms. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Credit Agreement.

Section 2.                                           Amendment No. 1 Effective Date Amendments to Existing Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 4 below, on the Amendment No. 1 Effective Date, the Existing Credit Agreement shall be amended as follows:

(a)                                 Section 6.12(b) of the Existing Credit Agreement shall be amended and restated in its entirety to read in full as follows:

“(b)                           Total Leverage Ratio. The Borrower will not permit the Total Leverage Ratio, as of the end of any fiscal quarter, to be greater than the ratio set forth below opposite each such period:

; provided, that if a Specified Acquisition occurs during any fiscal quarter ending after June 30, 2020, APLP may increase its Total Leverage Ratio to be no greater than 5.50 to 1.00 for such fiscal quarter and the first two fiscal quarters after the fiscal quarter in which such Specified Acquisition occurs.”

Section 3.                                           Additional Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 5 below, on the Additional Amendments Effective Date, the Credit Agreement (including the Schedules and Exhibits attached thereto) shall be amended to read as set forth in Annex A hereto (the “Additional Amendments Credit Agreement”).

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Section 4.                                           Conditions to Amendment No. 1 Effective Date. The amendments to the Existing Credit Agreement set forth in Section 2 of this Amendment shall become effective on the date on which the Administrative Agent shall have received (a) counterparts of this Amendment (including by facsimile or other electronic transmission), duly executed by each Loan Party, the Administrative Agent and the Lenders which constitute Required Lenders (including each Increase Lender) and (b) all fees (other than the upfront fees and the ticking fees described in Section 5(p) below) required to be paid, and all expenses for which invoices have been presented (including the reasonable and documented out-of-pocket fees and expenses of legal counsel to the Administrative Agent) prior to the Amendment No. 1 Effective Date, including, without limitation, the fees owing to each Lender that delivers its signature page to this Amendment on or prior to the Amendment No. 1 Effective Date, in an amount equal to 0.125% of the amount of such Lender’s Commitment in effect on the Amendment No. 1 Effective Date (and, for the avoidance of doubt, prior to giving effect to the Aggregate Revolving Commitment Increase).

Section 5.                                           Conditions to Additional Amendments Effective Date. The amendments set forth in Section 3 of this Amendment shall only become effective after the Amendment No. 1 Effective Date and on the date (the “Additional Amendments Effective Date”) on which each of the following additional conditions precedent have been satisfied:

(a)                                 Additional Loan Party Documents. The Administrative Agent (or its counsel) shall have received (including by facsimile or other electronic transmission) from each applicable Loan Party: (i) a counterpart of an Omnibus Joinder Agreement substantially in the form of Exhibit A hereto, pursuant to which (x) ASLP will be joined as a Borrower under the Additional Amendments Credit Agreement, (y) AROC will be joined as “Parent” under the Additional Amendments Credit Agreement and (z) each Additional Loan Party will be joined as a Loan Guarantor under the Additional Amendments Credit Agreement, duly executed by each Loan Party, (ii) a counterpart of an amendment and supplement to the Security Agreement (“Security Agreement Amendment”) substantially in the form of Exhibit B hereto, pursuant to which, inter alia, each Additional Loan Party will be joined as a Grantor (as defined in the Security Agreement) under the Security Agreement, duly executed by each Loan Party, (iii) a perfection certificate, substantially in the form of Exhibit C hereto, duly executed by each Loan Party, (iv) to the extent requested not less than two (2) Business Days prior to the Additional Amendments Effective Date, any promissory notes requested by a Lender pursuant to Section 2.11 of the Additional Amendments Credit Agreement, payable to each such requesting Lender (or, if requested by such Lender, to such Lender and its registered assigns) and (v) a customary written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(b)                                 Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Additional Amendments Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it will become a party, (B) identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it will become a party and (C) contain copies of the certificate or articles of incorporation or organization of such Loan Party certified by the relevant authority of the jurisdiction of incorporation, formation or organization of such Loan

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Party and a true and correct copy of its by-laws or operating, management or partnership agreement, or other similar organizational or governing documents (provided that, any Loan Party other than an Additional Loan Party may certify on such certificate that its organizational documents have not changed since the Effective Date in lieu of attaching such organizational documents to such certificate), and (ii) a good standing certificate for each Loan Party, from its jurisdiction of incorporation, formation or organization or the substantive equivalent available in the jurisdiction of incorporation, formation or organization for such Loan Party from the appropriate governmental officer in such jurisdiction.

(c)                                  No Default Certificate.  The Administrative Agent shall have received a certificate, signed by a Financial Officer of AROC and each other Loan Party, dated as of the Additional Amendments Effective Date, (i) certifying that, both before and after giving effect to the Merger, (A) no Default has occurred and is continuing and (B) the representations and warranties contained in the Loan Documents are true and correct in all material respects as of such date (without duplication of any materiality qualifier contained therein) (except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (without duplication of any materiality qualifier contained therein))), (ii) certifying as to the satisfaction of the condition precedent set forth in Section 5(m) below and (iii) with respect to each Loan Party other than the Additional Loan Parties, ratifying and reaffirming its obligations and liabilities under each of the Loan Documents.

(d)                                 Lien Searches. The Administrative Agent shall have received the results of a recent lien search in each jurisdiction where each Additional Loan Party is incorporated or organized and where the assets of each such Additional Loan Party is located, and such search shall reveal no Liens on any of the assets of the Additional Loan Parties except for Liens permitted by Section 6.02 of the Additional Amendments Credit Agreement or discharged on or prior to the Additional Amendments Effective Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent.

(e)                                  Pay-Off Letter. The Administrative Agent shall have received a reasonably satisfactory pay-off letter with respect to the Indebtedness under the AROC Credit Agreement, confirming that all Liens upon any of the property of the Additional Loan Parties constituting Collateral will be terminated substantially simultaneously with such payment; provided that the foregoing shall not be construed to require the termination of any of the Parent Facility Continuing Letters of Credit (as defined in the Additional Amendments Credit Agreement).

(f)                                   Funding Account. The Administrative Agent shall have received a written notice from ASLP identifying the Funding Account (as defined in the Additional Amendments Credit Agreement).

(g)                                  Customer List. The Administrative Agent shall have received a true and complete customer list for the Borrowing Base Parties (as defined in the Additional Amendments Credit Agreement), which list shall state the customer’s name, mailing address and phone number.

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(h)                                 Solvency.  The Administrative Agent shall have received a solvency certificate signed by a Financial Officer of AROC, dated the Additional Amendments Effective Date.

(i)                                     Closing Availability.  After giving effect to any Borrowings to be made on the Additional Amendments Effective Date, the issuance of any Letters of Credit on the Additional Amendments Effective Date, the conversion of each Parent Facility Continuing Letter of Credit into a Letter of Credit issued under Section 2.06 of the Additional Amendments Credit Agreement (subject to the limitations set forth in the  definition of “Parent Facility Continuing Letters of Credit” in the Additional Amendments Credit Agreement) and the payment of all fees and expenses due hereunder, Availability shall not be less than $150,000,000.

(j)                                    Pledged Equity Interests; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates (if any) representing the Equity Interests pledged by the Additional Loan Parties pursuant to the Security Agreement Amendment, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent by the Additional Loan Parties pursuant to the Security Agreement Amendment endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

(k)                                 Filings, Registrations and Recordings. Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02 of the Additional Amendments Credit Agreement), shall be in proper form for filing, registration or recordation.

(l)                                     Insurance.  The Administrative Agent shall have received evidence of insurance coverage with respect to each Additional Loan Party in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 5.10 of the Additional Amendments Credit Agreement and Section 4.12 of the Security Agreement.

(m)                             Occurrence of the Merger.  On or substantially simultaneously with the occurrence of the Additional Amendments Effective Date, the Merger shall have been consummated in accordance with the Merger Agreement (without substantial change, waiver or other modification that would be reasonably expected to be adverse in any material respect to the Lenders, unless the Administrative Agent and the Required Lenders have otherwise consented thereto), and each consent, approval, filing, declaration and registration required to be obtained under the Merger Agreement as in effect on the Amendment No. 1 Effective Date shall have been obtained.

(n)                                 Tax Withholding. The Administrative Agent shall have received a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Additional Loan Party.

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(o)                                 USA PATRIOT Act, Etc. To the extent requested by the Administrative Agent or any Lender (through the Administrative Agent) not less than five (5) Business Days prior to the Additional Amendments Effective Date, the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, for each Additional Loan Party.

(p)                                 Fees. Without duplication of any amounts previously paid pursuant to Section 4(b) above, the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable and documented out-of-pocket fees and expenses of legal counsel to the Administrative Agent) prior to the Additional Amendments Effective Date, including, without limitation, the receipt, for the account of each Increase Lender in respect of such Increase Lender’s portion of the Aggregate Revolving Commitment Increase, of (i) upfront fees payable in the amounts separately agreed in writing and (ii) ticking fees set forth in Section 6 below that are then accrued and payable.

(q)                                 Borrowing Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate which calculates the Borrowing Base after giving pro forma effect to the Additional Amendments Credit Agreement (including, without limitation, the definition of “Borrowing Base” and other applicable terms and provisions therein) as of the end of the most recently ended month for which at least twenty (20) Business Days have passed since the last calendar day of such month.

(r)                                    LC Exposure.  The aggregate LC Exposure, calculated after giving pro forma effect to all Parent Facility Continuing Letters of Credit (subject to the limitations set forth in the  definition of “Parent Facility Continuing Letters of Credit” in the Additional Amendments Credit Agreement) and taking into account all other outstanding Letters of Credit at such time, shall not exceed $50,000,000.

The Administrative Agent shall notify the Borrower, the Lenders and the Issuing Banks of the Additional Amendments Effective Date, and such notice shall be conclusive and binding.  Notwithstanding the foregoing, the Additional Amendments Effective Date (including, for the avoidance of doubt, the effectiveness of the Aggregate Revolving Commitment Increase) shall not occur unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02 of the Credit Agreement) on or before October 15, 2018.  For the purpose of determining satisfaction of the conditions specified in this Section 5, each 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 5 unless the Administrative Agent shall have received written notice from such Lender prior to the Additional Amendments Effective Date specifying its objection thereto.

Section 6.                                           Ticking Fees. In the event that the Additional Amendments Effective Date has not occurred on or prior to May 24, 2018 (the “Ticking Fee Date”), the Borrower agrees to pay to the Administrative Agent for the account of each Increase Lender a ticking fee, which shall accrue at the rate of 0.50% per annum on the amount of the Aggregate Revolving Commitment Increase from and including the Ticking Fee Date to but excluding the earlier to occur of (a) the Additional Amendments Effective Date and (b) October 15, 2018 (the

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earlier of such dates, the “Ticking Fee Payment Date”); provided, that no ticking fees shall accrue on or after October 15, 2018.  Accrued ticking fees shall be payable in arrears on the Ticking Fee Payment Date. All ticking fees shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Section 7.                                           Additional Amendments Effective Date Adjustment; New Lenders.

(a)                                 Upon the occurrence of the Additional Amendments Effective Date, (a) each Lender that holds Revolving Loans in an aggregate amount less than its Applicable Percentage (after giving effect to the Additional Amendments Effective Date) of all Revolving Loans shall advance new Revolving Loans which shall be disbursed to the Administrative Agent and used to repay Revolving Loans outstanding to each Lender that holds Revolving Loans in an aggregate amount greater than its Applicable Percentage (after giving effect to the Additional Amendments Effective Date) of all Revolving Loans, (b) each Lender’s participation in each Letter of Credit, if any, shall be automatically adjusted to equal its Applicable Percentage (after giving effect to the Additional Amendments Effective Date), (c) such other adjustments shall be made as the Administrative Agent shall specify so that each Lender’s Revolving Exposure, LC Exposure and Swingline Exposure equals, in each case, its Applicable Percentage thereof (after giving effect to the Additional Amendments Effective Date) and (d) the Borrowers (as defined in the Additional Amendments Credit Agreement) shall be required to make any break-funding payments required under Section 2.17 of the Additional Amendments Credit Agreement resulting from the Loans and adjustments described in this Section 7(a).

(b)                                 Each Lender that is not a Lender (as defined in the Existing Credit Agreement) immediately prior to the Amendment No. 1 Effective Date (each such Lender, a “New Lender”), acknowledges and agrees that none of the Administrative Agent, any lead arranger or any other Lender (i) has made any representation or warranty and none of them shall have any responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement, the Additional Amendments Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, the Additional Amendments Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or (ii) has made any representation or warranty and none of them shall have any responsibility with respect to the financial condition of the Borrower, any Loan Party or any other obligor or the performance or observance by any Borrower, any Loan Party or any other obligor of any of their respective obligations under the Credit Agreement, the Additional Amendments Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto. Each New Lender represents and warrants that it is legally authorized to enter into this Amendment, and each New Lender (A) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 5.01 of the Existing Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (B) agrees that it will, independently and without reliance upon the Lenders or the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the Additional Amendments Credit Agreement, the other Loan Documents or any

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other instrument or document furnished pursuant thereto; (C) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the Additional Amendments Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (D) agrees that it will be bound by the provisions of the Credit Agreement and the Additional Amendments Credit Agreement, as applicable, and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement or the Additional Amendments Credit Agreement, as applicable, are required to be performed by it as a Lender.

Section 8.                                           Representations and Warranties.

(a)                                 Ratification and Affirmation. Each Loan Party hereto hereby: (i) acknowledges the terms of this Amendment; (ii) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; and (iii) represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, after giving effect to the amendments set forth in Section 2 of this Amendment: (A) each of the representations and warranties in the Loan Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, without duplication of any materiality qualifier contained therein) and (B) no Default exists, will exist, or would result therefrom.

(b)                                 Corporate Authority; Enforceability; No Conflicts. Each Loan Party hereto hereby represents and warrants to the Administrative Agent and the Lenders that (i) it has all necessary power and authority to execute, deliver and perform its obligations under this Amendment; (ii) the execution, delivery and performance by such Loan Party of this Amendment has been duly authorized by all necessary action on its part; (iii) this Amendment has been duly executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (iv) the execution and delivery of this Amendment by such Loan Party and the performance of its obligations hereunder require no authorizations, approvals or consents of, or registrations or filings with, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this Amendment nor the transactions contemplated hereby will (A) contravene, or result in a breach of, the organizational documents of such Loan Party, (B) violate any governmental requirement applicable to or binding upon such Loan Party or any of its Properties, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (C) violate or result in a default under any agreement or instrument to which such Loan Party is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured Party) or by which it is bound or to which its properties are subject, except to the extent that any such violation or default,

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individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Section 9.                                           Effect of Amendment.  From and after the Amendment No. 1 Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references to the “Credit Agreement” in the Loan Documents and any and all other agreements, instruments, documents, notes, certificates, guaranties and other writings of every kind and nature shall be deemed to mean the Credit Agreement.  From and after the Additional Amendments Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references to the “Credit Agreement” in the Loan Documents and any and all other agreements, instruments, documents, notes, certificates, guaranties and other writings of every kind and nature shall be deemed to mean the Additional Amendments Credit Agreement.

Section 10.                                    GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

Section 11.                                    Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

Section 12.                                    Severability. In the event any one or more of the provisions contained in this Amendment should be held invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein, to the full extent permitted by applicable law, shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal, or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal, or unenforceable provisions.

Section 13.                                    No Waiver; Loan Document. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment (or any provision hereof) shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Existing Credit Agreement. This Amendment shall be, and shall be construed and administered as, a Loan Document under the Credit Agreement immediately prior to the Additional Amendments Effective Date and, thereafter, under the Additional Amendments Credit Agreement.

Section 14.                                    Successors and Assigns. All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 15.                                    Counterparts; Integration; Effectiveness. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of

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such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any other applicable state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE ADDITIONAL AMENDMENTS CREDIT AGREEMENT, AS APPLICABLE, AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES. Subject to the terms and conditions set forth herein, this Amendment shall become effective on the Amendment No. 1 Effective Date, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[Signature Pages Follow]

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

Signature Page to Amendment No. 1 to Credit Agreement

(Archrock Partners Operating LLC)

EXHIBIT A — Form of Omnibus Joinder Agreement

[see attached]

Execution Version

FORM OF OMNIBUS JOINDER AGREEMENT

THIS OMNIBUS JOINDER AGREEMENT (this “Agreement”), dated as of [    ], 2018, is entered into among Archrock Services, L.P., a Delaware limited partnership (“ASLP”), Archrock Inc., a Delaware Corporation (“AROC”), AROC Corp., a Delaware corporation (“AROC Corp.”), AROC Services GP LLC, a Delaware limited liability company (“AROC Services GP”), AROC Services LP LLC, a Delaware limited liability company (“AROC Services LP”), Archrock Services Leasing LLC, a Delaware limited liability company (“Archrock Services Leasing”), Archrock GP LP LLC, a Delaware limited liability company (“Archrock GP”), Archrock MLP LP LLC, a Delaware limited liability company (“Archrock MLP”, and together with ASLP, AROC, AROC Corp., AROC Services GP, AROC Services LP, Archrock Services Leasing and Archrock GP, the “New Loan Parties”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) under that certain Credit Agreement dated as of March 30, 2017 (as amended by Amendment No. 1 to Credit Agreement, dated as of February 23, 2018 and as it may be amended, modified, extended or restated from time to time, the “Credit Agreement”) among Archrock Partners Operating LLC, as Borrower, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent for the Lenders. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

The New Loan Parties and the Administrative Agent, for the benefit of the Lenders, hereby agree as follows:

1.             Each of the New Loan Parties hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such New Loan Party will be deemed to be a Loan Party under the Credit Agreement and a “Loan Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit Agreement. Each of the New Loan Parties hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article III of the Credit Agreement, (b) all of the covenants set forth in Articles V and VI of the Credit Agreement and (c) all of the guaranty obligations set forth in Article X of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, each of the New Loan Parties, subject to the limitations set forth in Sections 10.09 and 10.12 of the Credit Agreement, hereby guarantees, jointly and severally with the other Loan Guarantors, to the Administrative Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment and performance of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), each of the New Loan Parties will, jointly and severally together with the other Loan Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal.  Each of the New Loan Parties represents and warrants that the supplements to the Schedules to the Credit Agreement attached hereto are true and correct in all respects and such supplements set forth all information required to be scheduled under the Credit Agreement.

2.             ASLP further acknowledges, agrees and confirms that, by its execution of this Agreement, ASLP will be deemed to be a “Borrower” and the “Administrative Borrower” for all purposes of the Credit Agreement and shall have all of the obligations of a Borrower and the Administrative

Borrower thereunder as if it had executed the Credit Agreement.  ASLP hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation, all of the payment and performance obligations of a Borrower set forth in Article II of the Credit Agreement and all of the obligations relating to the Administrative Borrower set forth in Section 2.24 of the Credit Agreement.

3.             AROC further acknowledges, agrees and confirms that, by its execution of this Agreement, AROC will be deemed to be “Parent” for all purposes of the Credit Agreement and shall have all of the obligations of Parent thereunder as if it had executed the Credit Agreement.

4.             Each of the New Loan Parties is, simultaneously with the execution of this Agreement, executing and delivering the Amendment and Supplement to Pledge and Security Agreement dated as of the date hereof, by and among the Grantors (as defined therein) and the Administrative Agent.

5.             The address of each of the New Loan Parties for purposes of Section 9.01 of the Credit Agreement is as follows:

9807 Katy Freeway, Suite 100
Houston, Texas 77024
Attention:              Treasurer
Facsimile No:       (281) 836-8949

With a copy to:
General Counsel
Facsimile No: (281) 836-8953

6.             Each of the New Loan Parties hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by such New Loan Party upon the execution of this Agreement by such New Loan Party.

7.             This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

8.             THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

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IN WITNESS WHEREOF, each of the New Loan Parties has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

Signature Page to Omnibus Joinder Agreement

Signature Page to Omnibus Joinder Agreement

Signature Page to Omnibus Joinder Agreement

[Schedules]

EXHIBIT B — Form of Security Agreement Amendment

[see attached]

Execution Version

FORM OF AMENDMENT AND SUPPLEMENT TO PLEDGE AND SECURITY AGREEMENT

THIS AMENDMENT AND SUPPLEMENT TO PLEDGE AND SECURITY AGREEMENT, dated as of [                  ], 2018 (this “Amendment and Supplement”), is entered into among Archrock Partners Operating LLC, a Delaware limited liability company (“Archrock Partners Operating”), Archrock Partners, L.P., a Delaware limited partnership (“APLP”), Archrock Partners Finance Corp., a Delaware corporation (“Archrock Partners Finance”), Archrock Partners Leasing LLC, a Delaware limited liability company (“Archrock Partners Leasing”, and together with Archrock Partners Operating, APLP and Archrock Partners Finance, the “Initial Grantors”), Archrock Services, L.P., a Delaware limited partnership (“ASLP”), Archrock Inc., a Delaware Corporation (“AROC”), AROC Corp., a Delaware corporation (“AROC Corp.”), AROC Services GP LLC, a Delaware limited liability company (“AROC Services GP”), AROC Services LP LLC, a Delaware limited liability company (“AROC Services LP”), Archrock Services Leasing LLC, a Delaware limited liability company (“Archrock Services Leasing”), Archrock GP LP LLC, a Delaware limited liability company (“Archrock GP”), Archrock MLP LP LLC, a Delaware limited liability company (“Archrock MLP”, and together with ASLP, AROC, AROC Corp., AROC Services GP, AROC Services LP, Archrock Services Leasing and Archrock GP, the “New Grantors”, and together with the Initial Grantors, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as the administrative agent for the lenders (“Lenders”) party to the Credit Agreement referred to below (the “Administrative Agent”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Security Agreement (as defined below).

RECITALS

A.                                    The Initial Grantors and the Administrative Agent are parties to (i) that certain Credit Agreement, dated as of March 30, 2017 (as amended by the Amendment No. 1 (as defined below) and as it may be amended, modified, extended or restated from time to time, the “Credit Agreement”) and (ii) that certain Pledge and Security Agreement, dated as of March 30, 2017 (as it may be amended, modified, extended or restated from time to time, the “Security Agreement”), pursuant to which, among other things, each of the Initial Grantors granted a security interest in the Collateral described therein to the Administrative Agent on behalf of and for the ratable benefit of the Secured Parties (as defined in the Credit Agreement).

B.                                    The Initial Grantors, the Lenders party thereto and the Administrative Agent entered into that certain Amendment No. 1 to Credit Agreement, dated of even date herewith (“Amendment No. 1”), pursuant to which, among other things, the New Grantors became Loan Parties under the Credit Agreement on the Additional Amendments Effective Date (as defined therein).

C.                                    The parties hereto have agreed to amend the Security Agreement as provided for herein, and this Amendment and Supplement is permitted to be executed by the Administrative Agent and the Grantors in accordance with Section 8.7 of the Security Agreement.

D.                                    Pursuant to Section 5.14 of the Credit Agreement and Section 4.15 of the Security Agreement, each of the New Grantors is required to become a Grantor under the Security Agreement.

E.                                     In consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows.

AGREEMENT

1.                                      Amendments to Security Agreement.

(a)                                 The phrase “Such Grantor will provide to the Administrative Agent in accordance with the timeframe set forth in Section 5.15 of the Credit Agreement” set forth in Section 4.13 of the Security Agreement is hereby replaced in its entirety with the following phrase:

“Such Grantor will promptly (or, if applicable, in accordance with the timeframe set forth in Section 5.16 of the Credit Agreement) provide to the Administrative Agent”

(b)                                 Section 7.1(a) of the Security Agreement is hereby replaced in its entirety to read as follows:

“To the extent not delivered on the Amendment No. 1 Additional Amendments Effective Date, not later than ninety (90) days (or such longer period as the Administrative Agent may agree in its sole discretion) after the Amendment No. 1 Additional Amendments Effective Date, each Grantor shall execute and deliver to the Administrative Agent Deposit Account Control Agreements for each Deposit Account (other than any Excluded Account) maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B.  After the Effective Date, each Grantor will comply with the terms of Section 7.2.”

(c)                                  The first sentence of Section 7.1(b) of the Security Agreement is hereby replaced in its entirety to read as follows:

“(b)                           Each Grantor shall direct all of its Account Debtors to forward payments directly to Collateral Deposit Accounts, unless such payment is otherwise permitted to be made to an Excluded Account.”

(d)                                 Each reference to “Section 2.18” in Section 7.3 of the Security Agreement is hereby replaced with “Section 2.19”.

(e)                                  The reference to “Section 2.10(b)” in Section 7.3 of the Security Agreement is hereby replaced with “Section 2.11(b)”.

(f)                                   Section 7.4 of the Security Agreement is hereby replaced in its entirety to read as follows:

“7.4                         Notwithstanding anything to the contrary herein, in any other Loan Document, or in any Deposit Account Control Agreement, Securities Account Control Agreement or Commodity Account Control Agreement entered into pursuant to the requirements of the Loan Documents, the Administrative Agent hereby agrees that it will not deliver any “Access Termination Notice” or “Disposition Instructions” or any equivalent notice of exclusive control, or otherwise exercise any equivalent rights, in each case under any Deposit Account Control Agreement, Securities Account Control Agreement or Commodity Account Control Agreement unless, in any such case, (x) an Event of Default has occurred and is continuing or (y) a Cash Dominion Trigger Period has occurred and is continuing.”

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2.                                      Supplement to Security Agreement.  By its execution below, each of the New Grantors agrees to become, and does hereby become, a Grantor under the Security Agreement and agrees to be bound by such Security Agreement as if originally a party thereto.  Each of the New Grantors hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in all of such New Grantor’s right, title and interest in and to the Collateral, whether now owned or hereafter acquired, to secure the prompt and complete payment and performance of the Secured Obligations.

By its execution below, each of the New Grantors represents and warrants as to itself that all of the representations and warranties contained in the Security Agreement are true and correct in all respects as of (and as though made on) the date hereof.  Each of the New Grantors represents and warrants that the supplements to the Exhibits to the Security Agreement attached hereto are true and correct in all respects and such supplements set forth all information required to be scheduled under the Security Agreement.  The New Grantor shall take all steps necessary to perfect, in favor of the Administrative Agent, a first-priority security interest in and lien against such New Grantor’s Collateral, including, without limitation, delivering all certificated Pledged Collateral to the Administrative Agent (and other Collateral required to be delivered under the Security Agreement), and taking all steps necessary to properly perfect the Administrative Agent’s interest in any uncertificated Pledged Collateral.

3.                                      Effectiveness; Conditions Precedent.  This Amendment and Supplement shall be effective upon receipt by the Administrative Agent of counterparts of this Amendment and Supplement executed by each of the Initial Grantors, each of the New Grantors and the Administrative Agent.

4.                                      Reaffirmation.  Except as specifically amended by this Amendment and Supplement, all of the terms and conditions of the Security Agreement and of each of the other Collateral Documents (as defined in the Credit Agreement) shall remain in full force and effect.  Each Initial Grantors hereby ratifies, confirms, and reaffirms all of the representations, warranties and covenants contained therein.  All liens and security interests created and granted by the Security Agreement before this Amendment and Supplement shall continue to exist, remain valid and subsisting, shall not be impaired or released hereby, shall remain in full force and effect and are hereby ratified, affirmed, extended and conveyed as continuing security for the Secured Obligations (as defined in the Credit Agreement).

5.                                      Security Agreement Supplement.  For the avoidance of doubt, for all purposes of the Security Agreement and Credit Agreement, this Amendment and Supplement shall be treated as a Security Agreement Supplement, and no additional Assumption Agreement under Section 4.15 of the Security Agreement is needed for each New Grantor to be added as a party to the Security Agreement.

6.                                      Counterparts/Telecopy.  This Amendment and Supplement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of executed counterparts of this Amendment and Supplement by telecopy or other secure electronic format (.pdf) shall be effective as an original.

7.                                      GOVERNING LAW.  THIS AMENDMENT AND SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Supplement to be duly executed as of the date first above written.

Schedule III-1

Schedule II-2

Schedule II-3

ANNEX A — Additional Amendments Credit Agreement

[see attached]

Execution Version

CREDIT AGREEMENT

DATED AS OF

MARCH 30, 2017

AMONG

ARCHROCK INC.

AS PARENT,

ARCHROCK PARTNERS OPERATING LLC AND

ARCHROCK SERVICES, L.P.
AS BORROWERS,

THE GUARANTORS PARTY HERETO,

THE LENDERS PARTY HERETO

AND

JPMORGAN CHASE BANK, N.A.,
AS ADMINISTRATIVE AGENT

WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS SYNDICATION AGENT

BANK OF AMERICA, N.A.,

REGIONS BANK,

ROYAL BANK OF CANADA AND

THE BANK OF NOVA SCOTIA,

AS DOCUMENTATION AGENTS

JPMORGAN CHASE BANK, N.A.,
WELLS FARGO SECURITIES, LLC,

BANK OF AMERICA, N.A.,

REGIONS BANK,

ROYAL BANK OF CANADA,

THE TORONTO-DOMINION BANK, NEW YORK BRANCH AND

THE BANK OF NOVA SCOTIA,
AS JOINT BOOKRUNNERS AND JOINT LEAD ARRANGERS

As amended by Amendment No. 1 to Credit Agreement dated as of February 23, 2018

TABLE OF CONTENTS

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CREDIT AGREEMENT dated as of March 30, 2017 (as it may be amended or modified from time to time, this “Agreement”) among ARCHROCK PARTNERS OPERATING LLC and ARCHROCK SERVICES, L.P., as Borrowers, ARCHROCK INC., as Parent, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders, as an Issuing Bank and as Swingline Lender.

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01                             Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“2013 Notes” means those certain 6% senior notes, issued by APLP and Archrock Partners Finance due April 2021.

“2014 Notes” means those certain 6% senior notes, issued by APLP and Archrock Partners Finance due October 2022.

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate.

“Account” has the meaning assigned to such term in the Security Agreement.

“Account Debtor” means any Person obligated on an Account.

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which any Loan Party (a) acquires any or all or substantially all of the assets of any Person (or any line of business or division thereof), whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Equity Interests of a Person that have ordinary voting power for the election of directors or other similar management personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.

“Administrative Borrower” has the meaning assigned to such term in Section 2.24(a).

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“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the specified Person.

“Aggregate Revolving Commitment” means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased or reduced from time to time pursuant to the terms and conditions hereof. As of the Amendment No. 1 Additional Amendments Effective Date, the Aggregate Revolving Commitment is $1,250,000,000.

“Aggregate Revolving Exposure” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for a one (1) month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m. London time on such day, subject to the interest rate floors set forth therein. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.15 hereof, then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above.

“Amendment No. 1” means Amendment No. 1 to Credit Agreement dated as of February 23, 2018, among Archrock Partners Operating, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“Amendment No. 1 Additional Amendments Effective Date” means the “Additional Amendments Effective Date”, as defined in Amendment No. 1.

“Amendment No. 1 Effective Date” has the meaning assigned to such term in Amendment No. 1.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to Parent, any Borrower or any of their respective Subsidiaries from time to time concerning or relating to bribery or corruption.

“APLP” means Archrock Partners, L.P., a Delaware limited partnership.

“APLP Merger” means the merger of Amethyst Merger Sub, LLC, an indirect wholly owned Subsidiary of Parent, with and into APLP (with APLP as the surviving Person) in accordance with the APLP Merger Agreement (as defined in Amendment No. 1).

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“APLP Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of APLP, dated as of January 1, 2007 (as amended by that certain Amendment No. 1, dated as of April 14, 2008 and Amendment No. 2, dated as of December 20, 2017).

“Applicable Percentage” means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure, Overadvances or Swingline Loans, a percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the Aggregate Revolving Commitment (provided that, if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the Aggregate Revolving Exposure at that time), and (b) with respect to Protective Advances or with respect to the Aggregate Revolving Exposure, a percentage based upon its share of the Aggregate Revolving Exposure and the unused Commitments; provided that, in accordance with Section 2.21, so long as any Lender is a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the calculations under clauses (a) and (b) above.

“Applicable Rate” means, for any day, with respect to any Loan, or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “ABR and REVLIBOR30 Spread”, “Eurodollar Spread” or “Commitment Fee Rate”, as the case may be, based upon Parent’s Total Leverage Ratio as of the most recent determination date; provided that, on and after the Amendment No. 1 Additional Amendments Effective Date, the Applicable Rate shall be the Applicable Rate in effect immediately prior to the occurrence of the Amendment No. 1 Additional Amendments Effective Date until the first regularly scheduled delivery to the Administrative Agent after the Amendment No. 1 Additional Amendments Effective Date, pursuant to Section 5.01, of Parent’s consolidated financial information for the most recent fiscal quarter of Parent then ended:

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

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statements delivered pursuant to Section 5.01(a) and (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 during the period commencing on and including the first (1st) calendar day of the month 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), (b) or (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 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.

“Appraisal Date” means the “cut off” date or “reference” date for the most recent appraisal ordered by the Administrative Agent in accordance with Section 5.12.

“Approved Fund” has the meaning assigned to such term in Section 9.04.

“Archrock Partners Operating” means Archrock Partners Operating LLC, a Delaware limited liability company.

“Archrock Partners Finance” means Archrock Partners Finance Corp., a Delaware corporation.

“ASLP” means Archrock Services, L.P., a Delaware limited partnership.

“Assignment and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent and the Administrative Borrower.

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“Availability” means, at any time, an amount equal to (a) the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base minus (b) the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings).

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments; provided that the Availability Period may be extended pursuant to an Extension Amendment in accordance with Section 2.10.

“Available Revolving Commitment” means, at any time, the Aggregate Revolving Commitment minus the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Banking Services” means each and any of the following bank services provided to any Loan Party or its Subsidiaries by (i) any Lender or any of its Affiliates or (ii) any Person who was a Lender or an Affiliate of a Lender at the time such Banking Services Obligation was created or, if in existence on the Effective Date, on the Effective Date: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards, (c) merchant processing services, and (d) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate depository network services); provided that the bank services contemplated by this definition provided by any Person described in the foregoing clause (ii) shall cease to constitute “Banking Services” hereunder on the date that is one hundred eighty (180) days after such Person ceases to be a Lender or an Affiliate of a Lender.

“Banking Services Obligations” means any and all obligations of the Loan Parties or its Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Banking Services Reserves” means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion for Banking Services then provided or outstanding.

“Bankruptcy Code” means the U.S. Bankruptcy Code, being Title 11 of the U.S. Code.

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“Bankruptcy Event” means, with respect to any Person, when such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Beneficial Owner” means, with respect to any U.S. federal withholding Tax, the beneficial owner, for U.S. federal income tax purposes, to whom such Tax relates.

“Board” means the Board of Governors of the Federal Reserve System of the United States.

“Borrower” means, individually, each of Archrock Partners Operating and ASLP, and the term “Borrowers” means, collectively, Archrock Partners Operating and ASLP.

“Borrower Materials” has the meaning assigned to such term in Section 5.01.

“Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (including the borrowing of an Extended Loan), (b) a Swingline Loan, (c) a Protective Advance and (d) an Overadvance.

“Borrowing Base” means, at any time, the sum of

(a)                                 85% of the Borrowing Base Parties’ Eligible Accounts at such time, plus

(b)                                 the product of 85% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent Inventory appraisal ordered by the Administrative Agent multiplied by the Borrowing Base Parties’ Eligible Inventory (other than Compression Units), valued at the lower of cost or net realizable value, plus

(c)                                  the lesser of (i) 95% of the net book value of the Borrowing Base Parties’ Eligible Compression Units (other than Eligible New Compression Units) (with depreciation calculated in accordance with GAAP as in effect on the Effective Date) and (ii) the product of 80% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent appraisal ordered by the Administrative Agent multiplied by the net book value of the Borrowing Base Parties’ Eligible Compression Units (other than Eligible New Compression Units) (with depreciation calculated in accordance with GAAP as in effect on the Effective Date), plus

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(d)                                 80% of the net book value of the Borrowing Base Parties’ Eligible New Compression Units (with depreciation calculated in accordance with GAAP as in effect on the Effective Date), minus

(e)                                  Reserves.

The Administrative Agent shall have the right, from time to time, in its Permitted Discretion, to establish or adjust Reserves, upon at least three (3) Business Days’ prior written notice to the Administrative Borrower (which notice shall include a description of such Reserve being established or adjusted). During such three (3) Business Day period, the Administrative Agent shall, if requested, discuss any such Reserve or change with the Administrative Borrower and, to the extent applicable, the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or change no longer exists or exists in a manner that would result in the establishment of a lower Reserve or result in a lesser change, in each case, in a manner and to the extent reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary herein, (a) the amount of any such Reserve or change shall have a reasonable relationship to the event, condition or other matter that is the basis for such Reserve or such change and (b) no Reserves or changes shall be duplicative of Reserves or changes already expressly accounted for through eligibility criteria. The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 5.01(d).

“Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Administrative Borrower, in substantially the form of Exhibit B or another form which is acceptable to the Administrative Agent in its sole discretion.

“Borrowing Base Parties” means, collectively, the Administrative Borrower and each Subsidiary of the Administrative Borrower that is a Loan Party.

“Borrowing Request” means a request by the Administrative Borrower for a Borrowing in accordance with Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Houston, Texas and New York, New York are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan or a Loan accruing interest at REVLIBOR30 Rate without giving effect to the proviso contained in the definition for “REVLIBOR30 Rate”, the term “Business Day” shall also exclude any day on which banks are not open for general business in London.

“Cash Dominion Trigger Period” means (a) a period commencing on any date on which Availability shall have been less than the Threshold Amount for more than five (5) consecutive Business Days and continuing until Availability shall have been in excess of the Threshold Amount for thirty (30) consecutive days or (b) a period commencing on any date on which a Specified Event of Default shall have occurred and continuing until no such Specified Event of Default shall have existed during the preceding thirty (30) consecutive days.

“Capital Expenditures” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a

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fixed or capital asset on a consolidated balance sheet of Parent and its Restricted Subsidiaries prepared in accordance with GAAP.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Change in Control” means the occurrence of one or more of the following events:

(a)                                 the adoption of a plan relating to the liquidation or dissolution of any Borrower;

(b)                                 Parent ceases to own, directly or indirectly, 100% of the Equity Interests in any Borrower;

(c)                                  Parent ceases to own, directly or indirectly and free and clear of all Liens or other encumbrances (other than Liens or other encumbrances of the type set forth in clauses (a) and (e) of the definition of “Permitted Encumbrances” and in Section 6.02(a)), 100% of the outstanding voting Equity Interests of each Restricted Subsidiary (other than the Borrowers) on a fully diluted basis except as otherwise permitted under Section 6.04 or Section 6.05 in connection with any transaction pursuant to which such Restricted Subsidiary is no longer required and ceases at such time to be a Restricted Subsidiary; or

(d)                                 any Person or “group” (within the meaning of Section 13(d) of the Exchange Act as in effect on the date hereof) shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act as in effect on the date hereof), of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Parent;

provided that a transaction in which Parent becomes a direct or indirect Subsidiary of another Person shall not be deemed to constitute a Change in Control if, immediately following such transaction, the beneficial owners, directly or indirectly through one or more intermediaries, of the Equity Interests of Parent immediately prior to such transaction beneficially own, directly or indirectly through one or more intermediaries, 50% or more of the outstanding voting Equity Interests of such other Person of whom Parent has become a direct or indirect wholly owned Subsidiary.

“Change in Law” means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) of any of the following: (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority, or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.16(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline, requirement or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the

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Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Charges” has the meaning assigned to such term in Section 9.17.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Existing Loans, Extended Loans (of the same Extension Series), Swingline Loans, Protective Advances or Overadvances.

“Code” means the Internal Revenue Code of 1986, as amended from time to time (except as otherwise provided herein).

“Collateral” means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be, become or be intended to be, subject to a security interest or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders and other Secured Parties, to secure the Secured Obligations.

“Collateral Access Agreement” has the meaning assigned to such term in the Security Agreement.

“Collateral Documents” means, collectively, the Security Agreement, any Deposit Account Control Agreement, any Securities Account Control Agreement, any Commodity Account Control Agreement, and any other agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including, without limitation, all other security agreements, pledge agreements, mortgages, deeds of trust, loan agreements, notes, guarantees, subordination agreements, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all other written matter whether theretofore, now or hereafter executed by any Loan Party and delivered to the Administrative Agent.

“Collection Account” has the meaning assigned to such term in the Security Agreement.

“Commitment” means, with respect to each Lender, such Lender’s Revolving Commitment, together with the commitment of such Lender to acquire participations in Protective Advances hereunder. The amount of each Lender’s Commitment as of the Amendment No. 1 Additional Amendments Effective Date is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. Unless the context shall otherwise requires, the term “Commitment” shall include any Extended Commitment of such Lender.

“Commitment Schedule” means the Schedule attached hereto as of the Amendment No. 1 Additional Amendments Effective Date and identified as such.

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“Commodity Account Control Agreement” has the meaning assigned to such term in the Security Agreement.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications” has the meaning assigned to such term in Section 9.01(d).

“Compression Units” means completed Compressor Packages of any Borrowing Base Party held by such Person, for use by such Person in providing compression services to its customers in the ordinary course of business, as evidenced by such Compressor Packages either then being or previously having been used by such Person in providing compression services under a service contract with a customer or designated by such Person for use under an executory contract for services with a customer.

“Compressor Packages” means natural gas compression equipment generally consisting of an engineered package of major serial numbered components including an engine, compressor, compressor cylinders, natural gas and engine jacket cooler, control devices and ancillary piping mounted on a metal skid.

“Confidential Information” means all information relating to Parent, any Borrower and/or any of their respective subsidiaries and their respective businesses or the Transactions (including any information obtained by the Administrative Agent, any Issuing Bank, any Lender or any Arranger, or any of their respective Affiliates or representatives, based on a review of any books and records relating to Parent, any Borrower and/or any of their respective subsidiaries and their respective Affiliates from time to time, including prior to the date hereof) other than any such information that is publicly available to the Administrative Agent or any Arranger, Issuing Bank, or Lender on a non-confidential basis prior to disclosure by Parent, any Borrower or any of their respective subsidiaries.

“Consolidated Net Tangible Assets” means, at any date of determination, the aggregate amount of total assets included in Parent’s most recent quarterly or annual consolidated balance sheet delivered pursuant to Section 5.01(a) or 5.01(b), as applicable, less applicable reserves reflected in such balance sheet, after deducting (a) all current liabilities in respect of clause (a) of the definition of “Indebtedness” outstanding on such date of determination calculated on a pro forma basis in accordance with Section 1.05 and (b) all goodwill, trademarks, patents, unamortized debt discounts and expenses and other like intangibles reflected in such balance sheet.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Controlled Disbursement Account” means any account designated as a “Controlled Disbursement Account” in writing by the Administrative Borrower to the Administrative Agent and maintained with the Administrative Agent as a zero balance, cash management account pursuant to and under any agreement between the Administrative Borrower and the Administrative Agent, as modified and amended from time to time, and through which all disbursements of any

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Borrower, any other Loan Party and any designated Subsidiary of any Borrower are made and settled on a daily basis with no uninvested balance remaining overnight.

“Credit Party” means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.

“DDA Access Product” means the bank service provided to any Loan Party at its request by JPMCB in its sole discretion consisting of direct access to schedule payments from the Funding Account by electronic, internet or other access mechanisms that may be agreed upon from time to time by JPMCB and the funding of such payments under the Loan Borrowing Option in the DDA Access Product Agreement.

“DDA Access Product Agreement” means JPMCB’s Treasury Services End of Day Investment & Loan Sweep Service Terms, as in effect on the date of this Agreement, as the same may be amended from time to time.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, (b) has notified any Borrower or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action.

“Deficiency Funding Date” has the meaning assigned to such term in Section 2.05(a).

“Deposit Account Control Agreement” has the meaning assigned to such term in the Security Agreement.

“Disclosed Matters” means the actions, suits, proceedings and environmental matters disclosed in Schedule 3.06.

“Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock or pursuant to customary provisions relating to redemptions upon a change of control or sale of assets but only so long as such rights of the holders thereof upon a change of control or sale of assets shall not be permitted

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to be exercised until the earlier of (a) the Maturity Date and (b) the Termination Date), pursuant to a sinking fund obligation or otherwise, or is convertible or exchangeable for Indebtedness or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is one hundred eighty (180) days after the earlier of (a) the Maturity Date and (b) the Termination Date; provided that if any such Equity Interest is issued pursuant to a plan for the benefit of the employees, directors or officers of Parent or any Restricted Subsidiary or by any such plan to such Persons, such Equity Interest shall not be regarded as an Equity Interest constituting Disqualified Capital Stock solely because it may be required to be repurchased by Parent, any Borrower, or any other Restricted Subsidiary in order to satisfy applicable regulatory obligations.

“Document” has the meaning assigned to such term in the Security Agreement.

“dollars” or “$” refers to lawful money of the U.S.

“Domestic Subsidiary” means each Subsidiary that is not a Foreign Subsidiary.

“EBITDA” means, for any period, the sum of Net Income for such period plus, without duplication, the following consolidated expenses or charges to the extent deducted from Net Income in such period: interest expense, Taxes, depreciation, amortization and non-cash charges (but excluding, without duplication and to the extent included in Net Income, any cash actually paid with respect to such non-cash charges when paid), all calculated for Parent and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP. EBITDA will be adjusted on a pro forma basis (determined by the Administrative Borrower in accordance with Section 1.05 and supported by information in reasonable detail and approved in writing by the Administrative Agent) for individual or a series of related acquisitions and divestitures with a purchase or sale price in excess of $25,000,000.

“ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

“EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

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“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Electronic System” means any electronic system, including e-mail, e-fax, web portal access for the Borrowers, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and the Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

“Eligible Accounts” means, at any time, the Accounts of any Borrowing Base Party which the Administrative Agent determines in its Permitted Discretion are eligible as the basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit. Without limiting the Administrative Agent’s discretion provided herein, Eligible Accounts shall not include any Account:

(a)                                 which is not subject to a first priority perfected security interest in favor of the Administrative Agent;

(b)                                 which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which does not have priority over the Lien in favor of the Administrative Agent;

(c)                                  (i) which is unpaid more than the greater of ninety (90) days after the date of the original invoice therefor or sixty (60) days after the original due date therefor (“Overage”) (when calculating the amount under this clause (i), for the same Account Debtor, the Administrative Agent shall include the net amount of such Overage and add back any credits, but only to the extent that such credits do not exceed the total gross receivables from such Account Debtor), or (ii) which has been written off the books of the applicable Borrowing Base Party or otherwise designated as uncollectible;

(d)                                 which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible hereunder;

(e)                                  which is owing by an Account Debtor (other than any Account Debtor which is rated BBB- or better by S&P or Baa3 or better by Moody’s) to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to the Borrowing Base Parties exceeds 25% of the aggregate Eligible Accounts;

(f)                                   with respect to which any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been breached or is not true in any material respect (without duplication of any materiality qualifier contained therein);

(g)                                  which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other documentation

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reasonably satisfactory to the Administrative Agent which has been sent to the Account Debtor, (iii) represents a progress billing, (iv) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (v) relates to payments of interest;

(h)                                 for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise to such Account have not been performed by the applicable Borrowing Base Party or if such Account was invoiced more than once; provided that this subsection (h) shall not apply to any Account that was invoiced in the ordinary course of business during any month for services to be performed during such month;

(i)                                     with respect to which any check or other instrument of payment has been returned uncollected for any reason;

(j)                                    which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, or liquidator of its assets, (ii) had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal bankruptcy laws, (iv) admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business; provided that this subsection (j) shall not apply to any Account that has been assumed or created by a new debtor-in-possession from such Account Debtor in any post-petition proceeding pursuant to an order or decree approved by the court having jurisdiction over such proceeding;

(k)                                 which is owed by an Account Debtor which (i) does not maintain its chief executive office in the United States or Canada or (ii) is not organized under applicable law of the United States, any state of the United States, or the District of Columbia, Canada, or any province of Canada unless, in any such case, such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of, and is directly drawable by, the Administrative Agent;

(l)                                     which is owed in any currency other than dollars;

(m)                             which is owed by (i) any Governmental Authority of any country other than the United States unless such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of, and is directly drawable by, the Administrative Agent, or (ii) any Governmental Authority of the United States, or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940 (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have been complied with to the Administrative Agent’s satisfaction;

(n)                                 which is owed by any Affiliate of any Loan Party or any employee, officer or director of any Loan Party or any of its Affiliates;

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(o)                                 which is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent of such indebtedness, or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent thereof;

(p)                                 which is subject to any counterclaim, deduction, defense, setoff, dispute, accrued and actual discounts, claims, credits or credits pending, finance charges or other allowances (other than discounts and adjustments given in the ordinary course of business), but only to the extent thereof;

(q)                                 which is evidenced by any promissory note, chattel paper or instrument (unless determined acceptable to the Administrative Agent in its sole discretion);

(r)                                    which is owed by an Account Debtor (i) located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit the applicable Borrowing Base Party to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Borrowing Base Party has filed such report or qualified to do business in such jurisdiction or (ii) which is a Sanctioned Person;

(s)                                   with respect to which the applicable Borrowing Base Party has made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business, or any Account which was partially paid and the applicable Borrowing Base Party created a new receivable for the unpaid portion of such Account;

(t)                                    which does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board;

(u)                                 which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates or purports that any Person other than the applicable Borrowing Base Party has or has had an ownership interest in such goods, or which indicates any party other than the applicable Borrowing Base Party as payee or remittance party;

(v)                                 which was created on cash on delivery terms; or

(w)                               which the Administrative Agent otherwise determines in its Permitted Discretion is unacceptable for any reason whatsoever; provided that the Administrative Agent shall have given the Administrative Borrower at least three (3) Business Days’ prior notice thereof prior to such Account (or a category of eligibility applicable to such Account) becoming ineligible.

In the event that an Account which was previously an Eligible Account ceases to be an Eligible Account hereunder, the Administrative Borrower shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate. In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent’s Permitted Discretion, be reduced by, without duplication of any eligibility

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criteria in effect from time to time, to the extent not reflected in such face amount, the aggregate amount of all cash received in respect of such Account but not yet applied by the applicable Borrowing Base Party to reduce the amount of such Account.

“Eligible Compression Units” means, at any time, the Compression Units of any Borrowing Base Party which the Administrative Agent determines in its Permitted Discretion are eligible as the basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit. Without limiting the Administrative Agent’s discretion provided herein, Eligible Compression Units shall not include any Compression Unit:

(a)                                 which is not subject to a first priority perfected Lien in favor of the Administrative Agent;

(b)                                 which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which does not have priority over the Lien in favor of the Administrative Agent (other than liens that may be in effect with respect to landlords or bailees so long as clause (f) or (g) below, as applicable, is complied with in respect thereof);

(c)                                  with respect to which any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been breached or is not true in any material respect (without duplication of any materiality qualifier contained therein) and which does not conform in all material respects to all standards imposed by any Governmental Authority;

(d)                                 which is not located in the United States or is in transit with a common carrier from vendors and suppliers;

(e)                                  in which any Person other than the applicable Borrowing Base Party shall (i) have any direct or indirect ownership, interest or title or (ii) be indicated on any purchase order or invoice with respect to such Compression Unit as having or purporting to have an interest therein;

(f)                                   which is located in any location leased by any Borrowing Base Party unless (i) the lessor or Parent as sublessor, as the case may be, has delivered to the Administrative Agent a Collateral Access Agreement or (ii) a Reserve for rent, charges and other amounts due or to become due with respect to such facility has been established by the Administrative Agent in its Permitted Discretion, but only to the extent that such location is located in a landlord’s lien priming jurisdiction and such Reserve shall not exceed an amount equal to two (2) months’ rent for such location; provided that this subsection (f) shall not apply to any Compression Unit that is located at any jobsites of customers of any Borrowing Base Party;

(g)                                  which is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced by a Document unless (i) such warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require or (ii) an appropriate Reserve has been established by the Administrative Agent in its Permitted Discretion;

(h)                                 for which reclamation rights have been asserted by the seller;

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(i)                                     which has been acquired from a Sanctioned Person; or

(j)                                    which the Administrative Agent otherwise determines in its Permitted Discretion is unacceptable for any reason whatsoever; provided that the Administrative Agent shall have given the Administrative Borrower at least three (3) Business Days’ prior notice thereof prior to such Compression Units (or a category of eligibility applicable to such Compression Unit) becoming ineligible.

In the event that any Compression Unit which was previously an Eligible Compression Unit ceases to be an Eligible Compression Unit hereunder, the Administrative Borrower shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate.

“Eligible Inventory” means, at any time, the Inventory of any Borrowing Base Party which the Administrative Agent determines in its Permitted Discretion is eligible as the basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit. Without limiting the Administrative Agent’s discretion provided herein, Eligible Inventory shall not include any Inventory:

(a)                                 which is not subject to a first priority perfected Lien in favor of the Administrative Agent;

(b)                                 which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which does not have priority over the Lien in favor of the Administrative Agent other than liens that may be in effect with respect to landlords or bailees so long as clause (h) or (i) below, as applicable, is complied with in respect thereof;

(c)                                  which is, in the Administrative Agent’s Permitted Discretion, slow moving, obsolete, unmerchantable, defective, unfit for sale or intended use or not salable at prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable due to age, type, category and/or quantity;

(d)                                 with respect to which any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been breached or is not true in any material respect (without duplication of any materiality qualifier contained therein) and which does not conform in all material respects to all standards imposed by any Governmental Authority;

(e)                                  in which any Person other than the applicable Borrowing Base Party shall (i) have any direct or indirect ownership, interest or title or (ii) be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein;

(f)                                   which is not finished goods or which constitutes work-in-process, raw materials, packaging and shipping material, manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold or ship-in-place goods, goods that are returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are not of a type to be used to provide compression services, in each case, in the ordinary course of business;

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(g)                                  which is not located in the United States or is in transit with a common carrier from vendors and suppliers;

(h)                                 which is located in any location leased by any Borrowing Base Party unless (i) the lessor or Parent as the sublessor, as the case may be, has delivered to the Administrative Agent a Collateral Access Agreement or (ii) a Reserve for rent, charges and other amounts due or to become due with respect to such facility has been established by the Administrative Agent in its Permitted Discretion, but only to the extent that such location is located in a landlord’s lien priming jurisdiction and such Reserve shall not exceed an amount equal to two (2) months’ rent for such location; provided that this subsection (h) shall not apply to Inventory that is located at any jobsites of customers of any Borrowing Base Party;

(i)                                     which is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced by a Document unless (i) such warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require or (ii) an appropriate Reserve has been established by the Administrative Agent in its Permitted Discretion;

(j)                                    which is being processed offsite at a third party location or outside processor, or is in-transit to or from such third party location or outside processor;

(k)                                 which is a discontinued product or component thereof;

(l)                                     which is the subject of a consignment by the applicable Borrowing Base Party as consignor;

(m)                             which contains or bears any intellectual property rights licensed to the applicable Borrowing Base Party unless the Administrative Agent is reasonably satisfied that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement;

(n)                                 which is not reflected in a current perpetual inventory report of the applicable Borrowing Base Party;

(o)                                 for which reclamation rights have been asserted by the seller;

(p)                                 which has been acquired from a Sanctioned Person; or

(q)                                 which the Administrative Agent otherwise determines in its Permitted Discretion is unacceptable for any reason whatsoever; provided that the Administrative Agent shall have given the Administrative Borrower at least three (3) Business Days’ prior notice thereof prior to such Inventory (or a category of eligibility applicable to such Account) becoming ineligible.

In the event that Inventory which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, the Administrative Borrower shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate.

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“Eligible New Compression Units” means Eligible Compression Units (excluding tooling and set up costs, sales Taxes and other soft costs), whether held or deployed by any Borrowing Base Party in the ordinary course of business, and which are not included in the most recent appraisal ordered and received by the Administrative Agent pursuant to Section 5.12. In connection with the acquisition of any Eligible New Compression Unit without the delivery of an appraisal (and until such time as an appraisal is delivered with respect to such newly-acquired Eligible New Compression Unit), the Administrative Borrower may submit a calculation of the Borrowing Base with pro forma adjustments to reflect the inclusion of such newly-acquired Eligible New Compression Unit in the Borrowing Base as an Eligible New Compression Unit and not an Eligible Compression Unit; provided that, any such newly-acquired Eligible New Compression Unit shall (x) not include any Compression Units that are used Compressor Packages and (y) cease to constitute an Eligible New Compression Unit if such Eligible New Compression Unit is not included in the first appraisal ordered and received by the Administrative Agent after its acquisition to the extent owned at the applicable Appraisal Date.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material or to public or worker health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) any violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equipment” has the meaning assigned to such term in the Security Agreement.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing but excluding for the avoidance of doubt any Indebtedness convertible into or exchangeable for any of the foregoing (until so converted or exchanged).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

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“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the thirty (30) day notice period is waived), (b) the failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by any Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan, (e) the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f) the incurrence by any Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal of any Borrower or any ERISA Affiliate from any Plan or Multiemployer Plan, or (g) the receipt by any Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of any notice, concerning the imposition upon any Borrower or any ERISA Affiliate of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning assigned to such term in Article VII.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Accounts” means (a) deposit accounts holding exclusively Tax and Trust Funds and (b) other deposit accounts to the extent that the aggregate balance held in such other deposit accounts does not exceed $500,000 at any time.

“Excluded Subsidiary” has the meaning assigned to such term in Section 5.14.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an ECP at the time the Guarantee of such Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

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“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrowers under Section 2.20(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.18, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.18(f), and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Class” shall have the meaning provided in Section 2.10.

“Existing Commitment” shall have the meaning provided in Section 2.10.

“Existing Facility” means the credit facility documented by that certain Amended and Restated Senior Credit Agreement, dated as of November 3, 2010, by and among Archrock Partners Operating, APLP, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, as amended, restated, amended and restated, or otherwise modified prior to the date hereof.

“Existing Loans” shall have the meaning provided in Section 2.10.

“Extended Commitments” shall have the meaning provided in Section 2.10.

“Extended Loans” shall have the meaning provided in Section 2.10.

“Extending Lender” shall have the meaning provided in Section 2.10.

“Extension Amendment” shall have the meaning provided in Section 2.10.

“Extension Date” shall have the meaning provided in Section 2.10.

“Extension Election” shall have the meaning provided in Section 2.10.

“Extension Request” shall have the meaning provided in Section 2.10.

“Extension Series” shall mean all Extended Commitments that are established pursuant to the same Extension Amendment (or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Commitments provided for therein are intended to be a part of any previously established Extension Series) and that provide for the same interest margins, extension fees, maturity and other terms.

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“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate.

“Financial Officer” means, as to any Person, the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of such Person.

“Flood Laws” has the meaning assigned to such term in Section 8.10.

“Foreign Lender” means any Lender that is not a U.S. Person.

“Foreign Subsidiary” means each Restricted Subsidiary that is incorporated under the laws of any jurisdiction other than the United States, any state thereof, or any territory thereof.

“Funding Account” means the deposit account of a Borrower to which the Administrative Agent is authorized by the Borrowers to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement, as set forth in a written notice delivered to the Administrative Agent on or prior to the Amendment No. 1 Additional Amendments Effective Date, or such other deposit account of a Borrower as may be designated by the Administrative Borrower to the Administrative Agent in writing from time to time; provided, that the Funding Account shall at all times be maintained with a Lender, except to the extent provided in Section 5.13(a).

“GAAP” means, subject to Section 1.04, generally accepted accounting principles in the United States as in effect from time to time.

“Governmental Authority” means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof,

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(c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations entered into in connection with any acquisition or Disposition or other transaction in the ordinary course of business.

“Guaranteed Obligations” has the meaning assigned to such term in Section 10.01.

“Guarantors” means all Loan Guarantors and all non-Loan Parties who have delivered an Obligation Guaranty, and the term “Guarantor” means each or any one of them individually.

“Hazardous Materials” means: (a) any substance, material, or waste that is included within the definitions of “hazardous substances,” “hazardous materials,” “hazardous waste,” “toxic substances,” “toxic materials,” “toxic waste,” or words of similar import in any Environmental Law; (b) those substances listed as hazardous substances by the U.S. Department of Transportation (or any successor agency) (49 C.F.R. 172.101) or by the Environmental Protection Agency (or any successor agency) (40 C.F.R. Part 302); and (c) any substance, material, or waste that is petroleum, petroleum-related, or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable, explosive, radioactive, freon gas, radon, or a pesticide, herbicide, or any other agricultural chemical.

“Impacted Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate.”

“Indebtedness” means, for any Person, the sum of the following (without duplication): (a) all obligations of such Person (whether created or assumed) for borrowed money or evidenced by bonds, debentures, notes or other similar instruments, (b) all obligations of such Person (whether contingent or otherwise) in respect of bankers’ acceptances, letters of credit, surety or other bonds and similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services (other than for borrowed money and excluding (i) accounts payable and accrued expenses incurred in the ordinary course of business that have not been unpaid for more than one hundred twenty (120) days past their due date, or if greater than one hundred twenty (120) days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor, and (ii) accrued pension costs and other employee benefit and compensation obligations arising in the ordinary course of business), (d) all Capital Lease Obligations in respect of which such Person is liable (whether contingent or otherwise), (e) all Indebtedness (as described in the other clauses of this definition) of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person, provided that the amount of Indebtedness for purposes of this clause (e) shall be an amount equal to the lesser of the unpaid amount of such Indebtedness and the fair market value of the encumbered property, (f) all Indebtedness (as described in the other clauses of this definition) of others Guaranteed by such Person or in respect of which such Person otherwise assures a creditor against loss, (g) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position of others or to purchase the Indebtedness of others, (h) Disqualified Capital Stock, (i) any Indebtedness (as described in the other clauses of this

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definition) of a Special Entity for which such Person is liable either by agreement or because of a requirement of any Governmental Authority, but only to the extent of the maximum liability of such Person under such agreement or requirement of Governmental Authority, (j) all net mark to market obligations of such Person under Swap Agreements, and (k) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by, or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in the foregoing clause (a) hereof, Other Taxes.

“Indemnitee” has the meaning assigned to such term in Section 9.03(b).

“Ineligible Institution” has the meaning assigned to such term in Section 9.04(b).

“Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) EBITDA to (b) Interest Expense, all calculated for the period of four (4) consecutive fiscal quarters ended on such date.

“Interest Election Request” means a request by the Administrative Borrower to convert or continue a Borrowing in accordance with Section 2.08.

“Interest Expense” means, for any period, the total consolidated interest expense net of cash interest income of Parent and its Restricted Subsidiaries for such period (including, without limitation, the cash equivalent of the interest expense associated with Capital Lease Obligations, but excluding (a) upfront fees paid in connection with this Agreement or any debt facility where the fees are paid from the proceeds of such debt, (b) Indebtedness or lease issuance costs, debt discounts or premiums and other financing fees required to be amortized, (c) lease payments on any office equipment or real property, (d) any principal components paid on all lease payments, (e) gains, losses or other charges as a result of the early retirement of Indebtedness and (f) any other non-cash interest expense). Interest Expense will be adjusted on a pro forma basis (determined by the Administrative Borrower in accordance with Section 1.05 and supported by information in reasonable detail and approved in writing by the Administrative Agent) for interest expense of financings, the proceeds of which are to be used for acquisitions and divestitures with a purchase or sale price in excess of $25,000,000 (to the extent not otherwise reflected in the calculation of Interest Expense).

“Interest Payment Date” means (a) with respect to any ABR Loan and Swingline Loan, the first (1st) Business Day of each fiscal quarter and the Maturity Date, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part (and, in the case of a Eurodollar Borrowing with an Interest Period of more than three (3) months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three (3) months’ duration after the first (1st) day of such Interest Period) and the Maturity Date.

“Interest Period” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing and ending on the numerically

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corresponding day in the calendar month that is one (1), two (2), three (3) or six (6) months (or, with the consent of each Lender, a period shorter than one (1) month or a period of twelve (12) months) thereafter, as the Administrative Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time.

“Inventory” has the meaning assigned to such term in the Security Agreement.

“Investment” means, collectively, the formation of any subsidiary, or the purchase, holding or acquisition (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) of any evidences of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, making or permitting to exist any loans or advances to, the Guarantee of any obligations of, or making or permitting to exist any investment or any other interest in, any other Person, or the purchase or other acquisition (in one transaction or a series of transactions) of any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise).

“IRS” means the United States Internal Revenue Service.

“Issuing Bank” means, individually and collectively, each of JPMCB and WF, in their respective capacities as issuers of Letters of Credit hereunder, and any other Revolving Lender from time to time designated by the Administrative Borrower as an Issuing Bank, with the consent of such Revolving Lender and the Administrative Agent, and their respective successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.06 with respect to such Letters of Credit). At any time there is more than one Issuing Bank, all singular references to the Issuing Bank shall mean any Issuing Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both (or all) Issuing Banks, as the context may require.

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“Issuing Bank Sublimits” means, as of the Amendment No. 1 Additional Amendments Effective Date, $50,000,000, in the case of JPMCB, $50,000,000, in the case of WF, and such amount as shall be designated to the Administrative Agent and the Administrative Borrower in writing by an Issuing Bank from time to time; provided that any Issuing Bank shall be permitted at any time to increase its Issuing Bank Sublimit upon providing five (5) days’ prior written notice thereof to the Administrative Agent and the Administrative Borrower; provided, however, that no increase to any Issuing Bank’s Issuing Bank Sublimit shall result in the aggregate LC Exposure to exceed the maximum amount therefor in Section 2.06(b).

“Joinder Agreement” means a Joinder Agreement in substantially the form of Exhibit D.

“JPMCB” means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity.

“LC Collateral Account” has the meaning assigned to such term in Section 2.06(j).

“LC Disbursement” means any payment made by an Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all Letters of Credit outstanding at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time.

“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Lenders” means the Persons listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant to Section 2.09 or an Assignment and Assumption, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Bank.

“Letters of Credit” means the Parent Facility Continuing Letters of Credit and the letters of credit issued pursuant to this Agreement, and the term “Letter of Credit” means any one of them or each of them singularly, as the context may require.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any applicable Interest Period or for any ABR Borrowing, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for dollars) for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as shall be selected by the Administrative Agent in its reasonable discretion; in each case the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that, (x) if the LIBO Screen Rate

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shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and (y) if the LIBO Screen Rate shall not be available at such time for a period equal in length to such Interest Period (an “Impacted Interest Period”), then the LIBO Rate shall be the Interpolated Rate at such time, subject to Section 2.15 in the event that the Administrative Agent shall conclude that it shall not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error); provided further, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding the above, to the extent that “LIBO Rate” or “Adjusted LIBO Rate” is used in connection with an ABR Borrowing, such rate shall be determined as modified by the definition of Alternate Base Rate.

“LIBO Screen Rate” has the meaning assigned to such term in the definition of “LIBO Rate”.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, in the nature of security. For the purposes of this Agreement, Parent or any Subsidiary shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the property has been retained by or vested in some other Person in a transaction intended to create a financing.

“Loan Borrowing Option” has the meaning assigned to such term in the DDA Access Product Agreement.

“Loan Documents” means, collectively, this Agreement, 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.

“Loan Guarantor” means each Loan Party.

“Loan Guaranty” means Article X of this Agreement.

“Loan Parties” means, collectively, Parent, the Borrowers, the Subsidiary Guarantors and any other Person who becomes a party to this Agreement pursuant to a Joinder Agreement and their successors and assigns, and the term “Loan Party” shall mean any one of them or all of them individually, as the context may require.

“Loans” means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans, Overadvances and Protective Advances, and shall include each Extended Loan made in extension thereof in accordance with Section 2.10.

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“Long-Term Debt” means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, results of operations, or financial condition of Parent and its Restricted Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform any of their obligations under the Loan Documents, or (c) the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is party.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of Parent and its Restricted Subsidiaries in an aggregate principal amount exceeding $50,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of Parent and its Restricted Subsidiaries in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Parent or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Maturity Date” means, with respect to any Commitments other than Extended Commitments, the earliest of (i) March 30, 2022, (ii) December 2, 2020 if any portion of the 2013 Notes remains outstanding at such date and either (x) has not been repaid as of such date or (y) has not been refinanced with (a) Refinance Indebtedness permitted under Section 6.01 having a final maturity date that is no earlier than one hundred eighty (180) days after the date in clause (i) hereof or (b) Subordinated Indebtedness and (iii) the date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof. With respect to Extended Commitments, the “Maturity Date” means the maturity date related to the Extension Series of such Extended Commitments.

“Maximum Rate” has the meaning assigned to such term in Section 9.17.

“MNPI” has the meaning assigned to such term in Section 5.01.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Income” means for any period, the aggregate of the net income (or loss) of Parent and its Restricted Subsidiaries after allowances for Taxes or distributions in respect thereof for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein) the following: (a) the net income (or loss) of any Person in which Parent or any Restricted Subsidiary has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of Parent and its Restricted Subsidiaries in accordance with GAAP), except to the extent of the amount of cash dividends or distributions actually paid in such period by such other Person to Parent or to a Restricted Subsidiary, as the case may be, (b) any gains or losses not in the ordinary course of business, (c) the cumulative effect of a change in accounting principles and any gains or losses attributable to writeups or write downs of assets, (d) gains, losses or other charges

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as a result of the early retirement of Indebtedness, including gains, losses and other charges as a result of the early termination of obligations under Swap Agreements, (e) non-cash gains or losses as a result of foreign currency adjustments, (f) costs related to the issuance of Long-Term Debt to the extent such costs are paid from the proceeds of such debt or are paid substantially concurrently with the issuance of such debt, and (g) except as otherwise permitted for pro forma adjustments made in connection with any acquisition, the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with Parent or any of its Restricted Subsidiaries.

“Net Orderly Liquidation Value” means, with respect to Inventory or Compression Units of any Person, the orderly liquidation value thereof as determined by reference to the most recent appraisal undertaken by an appraiser satisfactory to the Administrative Agent, net of all costs of liquidation thereof.

“Net Proceeds” means, with respect to any Prepayment Event, (a) the cash proceeds received in respect of such Prepayment Event including (without duplication) (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, minus (b) the sum (without duplication) of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such Prepayment Event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, including accrued but unpaid interest thereon and any premiums payable with respect thereto, (iii) the amount of all Taxes paid (or reasonably estimated to be payable by Parent, its Restricted Subsidiaries or their equity holders) and the amount of any escrows established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer of Parent) and (iv) amounts provided as a reserve in accordance with GAAP against any liabilities under any indemnification obligation or purchase price adjustment associated with such Prepayment Event (provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Proceeds).

“Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d).

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Banking Day, for the immediately preceding Banking Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received to the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if

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any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligated Party” has the meaning assigned to such term in Section 10.02.

“Obligation Guaranty” means any Guarantee of all or any portion of the Secured Obligations executed and delivered to the Administrative Agent for the benefit of the Secured Parties by a guarantor who is not a Loan Party.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, the Issuing Bank or any indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or any Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.20).

“Overadvance” has the meaning assigned to such term in Section 2.05(b).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

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“Parent” means Archrock, Inc., a Delaware corporation.

“Parent Credit Agreement” means that certain Credit Agreement, dated as of July 10, 2015, by and among Parent, ASLP, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, as amended, restated, amended and restated, or otherwise modified prior to the Amendment No. 1 Additional Amendments Effective Date.

“Parent Facility Continuing Letters of Credit” means in each case, to the extent outstanding on the Amendment No. 1 Additional Amendments Effective Date, (a) the letters of credit set forth on Schedule 1.02 and (b) any other letter of credit issued by an Issuing Bank in its capacity as an issuer of letters of credit under and pursuant to the Parent Credit Agreement before the Amendment No. 1 Additional Amendments Effective Date to the extent such letter of credit has been approved in writing by the Administrative Agent, provided, that, without limiting the generality of the Administrative Agent’s approval right described in the preceding clause (b), each of the letters of credit described in the preceding clauses (a) and (b) shall constitute Parent Facility Continuing Letters of Credit only if, on the Amendment No. 1 Additional Amendments Effective Date, the aggregate LC Exposure, calculated after giving pro forma effect to all such letters of credit as outstanding Letters of Credit and taking into account all other outstanding Letters of Credit at such time, would not exceed $50,000,000.

“Participant” has the meaning assigned to such term in Section 9.04(c).

“Participant Register” has the meaning assigned to such term in Section 9.04(c).

“Payment Conditions” means, with respect to any Permitted Acquisition under clause (e) of the definition of “Permitted Acquisition”, any Investment under Section 6.04(s), any asset sale, transfer and other disposition under Section 6.05(i), any Restricted Payment under Section 6.08(a)(vi) and any payments of Indebtedness under Section 6.08(b)(v), as applicable, the satisfaction of the following conditions:

(a)                                 no Default or Event of Default has occurred and is continuing or would result immediately after giving effect to such transaction;

(b)                                 both before and immediately after giving effect to such proposed event, (x) Availability (calculated on a pro forma basis after giving effect to such event) shall not be less than the Threshold Amount and (y) Parent and the Borrowers shall be in compliance (on a pro forma basis) with each of the covenants in Section 6.12; and

(c)                                  if the amount of any such payment or transaction exceeds $25,000,000, the Administrative Borrower shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent certifying as to the items described in clauses (a) and (b) above and attaching calculations for clause (b).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Acquisition” means any Acquisition by any Loan Party in a transaction that satisfies each of the following requirements:

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(a)                                 such Acquisition is not a hostile acquisition;

(b)                                 the business acquired in connection with such Acquisition is not engaged, directly or indirectly, in any line of business other than the businesses in which the Loan Parties are engaged on the Effective Date and any business or business activity incidental, complementary or otherwise reasonably related thereto including any midstream business, or any business activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto;

(c)                                  both before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of the representations and warranties in the Loan Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date) and no Default exists, will exist, or would result therefrom;