THIRD AMENDMENT TO RESTATED CREDIT AGREEMENT
THIS DOCUMENT is entered into to be effective as of January 30, 1998,
between KANEB PIPE LINE OPERATING PARTNERSHIP, a Delaware limited partnership
('BORROWER'), Lenders, and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION (formerly
known as Texas Commerce Bank National Association, ('AGENT') as Agent for
Lenders.
Borrower, Agent, and Lenders are party to the Restated Credit Agreement
(as amended through the date of this document and as further renewed, extended,
amended, and restated, the ('CREDIT AGREEMENT') dated as of December 22, 1994
providing for a $15,000,000 revolving credit facility (the 'REVOLVING FACILITY')
and the issuance of letters of credit up to an aggregate face amount of
$4,118,000. Borrower, Agent, and Lenders have agreed, upon the following terms
and conditions, to amend the Credit Agreement to provide for (a) an extension of
the stated date of maturity for the Revolving Facility, (b) an increase in the
maximum amount available under the Revolving Facility, and (c) modification of
certain pricing terms. Accordingly, for adequate and sufficient consideration,
Borrower, Agent, and Lenders agree as follows:
1. TERMS AND REFERENCES. Unless otherwise stated in this document, terms
defined in the Credit Agreement have the same meanings when used in
this document.
2. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is amended as
follows:
(A) CLAUSE (B) in the definition of LIBOR RATE in SECTION 1 is amended as
follows:
(b) A margin of interest that, for any day, is determined on
the basis of the ratio of the KPP Companies consolidated Funded Debt
to EBITDA, as follows:
RATIO OF FUNDED DEBT TO EBITDA MARGIN
3.00 to 1.00 or more 0.875%
Less than 3.00 to 1.00, but 2.50 to 1.00 or more 0.625%
Less than 2.50 to 1.00, but 2.00 to 1.00 or more 0.500%
Less than 2.00 0.375%
For purposes of calculating that ratio, EBITDA is calculated
for the KPP Companies' most recently-completed-four-fiscal quarters,
and Funded Debt is determined as of the day the margin of interest is
determined. EBITDA is determined from the Current Financials and
related Compliance Certificate then most recently delivered to Agent,
effective as of the date received by Agent. If Borrower fails to timely
furnish to Agent any Financial Statements and related Compliance
Certificates required by this agreement, then the margin of 1.125%
shall apply and remain in effect until Borrower furnishes them to
Agent.
(B) SECTION 1.1 is further amended by entirely amending the definition of
STATED TERMINATION DATE, as follows: STATED TERMINATION DATE means
January 31, 2001.
(C) SECTION 2.1(B) is entirely amended, as follows:
(b) the Principal Debt (other than for payments under LCs) may
never exceed $25,000,000,
(D) SECTION 4.3 is entirely amended, as follows:
4.3 Commitment Fee. Borrower shall pay to Agent for the
account of Lenders (based on their respective Commitment Percentages) a
commitment fee, payable as it accrues from the date of this agreement
as of the last day of each February, May, August, and November
(commencing February 28, 1998), and on the Termination Date, equal to
the Applicable Percentage (per annum) of the amount by which (a) the
total Commitments exceeds (b) the average-daily Commitment Usage,
determined for the calendar quarter (or portion of a calendar quarter
commencing on the date of this agreement or ending on the Termination
Date) preceding and including the date it is due.
For purposes of this SECTION 4.3, the term, 'APPLICABLE
PERCENTAGE' means, for any day, a commitment fee percentage subject to
adjustment (upwards or downwards, as appropriate), based on the ratio
of the KPP Companies' Funded Debt to EBITDA, as follows:
RATIO OF FUNDED DEBT TO EBITDA PERCENTAGE
Greater than 2.50 to 1.00 0.20%
Less than or equal to 2.50 to 1.00 0.15%
For purposes of calculating that ratio, EBITDA is calculated
for the KPP Companies' most recently-completed-four-fiscal quarters,
and Funded Debt is determined as of the day the commitment fee is due.
EBITDA is determined from the Current Financials and related Compliance
Certificate then most recently delivered to Agent, effective as of the
date received by Agent. If Borrower fails to timely furnish to Agent
any Financial Statements and related Compliance Certificates required
by this agreement, then the percentage of .20% shall apply and remain
in effect until Borrower furnishes them to Agent.
3. CANCELLATION OF LC AVAILABILITY. As of the date of this
document, the LC Exposure is $0.00. Notwithstanding anything in the
Loan Documents to the contrary, Lenders= Commitments with respect to
LCs are hereby cancelled, and commencing on the date of this document
neither Agent nor any of its Affiliates shall, under any circumstances,
issue LCs under the Credit Agreement.
4. CONDITIONS PRECEDENT. Notwithstanding any contrary
provision, PARAGRAPH 2 of this document is not effective unless and
until (A) the representations and warranties in this document are true
and correct and (B) Agent receives (1) counterparts of this document
executed by each party named on the signature page or pages of this
document, and (2) each item described on ANNEX 1 attached to this
document, each in form and substance satisfactory to Agent.
5. RATIFICATIONS. Borrower (A) ratifies and confirms all
provisions of the Loan Papers as amended by this document, (B) ratifies
and confirms that all guaranties, assurances, and Liens granted,
conveyed, or assigned to Agent under the Loan Papers are not released,
reduced, or otherwise adversely affected by this document and continue
to guarantee, assure, and secure full payment and performance of the
present and future Obligation, and (C) agrees to perform such acts and
duly authorize, execute, acknowledge, deliver, file, and record such
additional documents and certificates as Agent may request in order to
create, perfect, preserve, and protect those guaranties, assurances,
and Liens.
6. REPRESENTATIONS. Borrower represents and warrants to Agent
that as of the date of this document (A) all representations and
warranties in the Loan Papers are true and correct in all material
respects except to the extent that (1) any of them speak to a different
specific date or (2) the facts on which any of them were based have
been changed by transactions contemplated or permitted by the Credit
Agreement, and (B) no Material Adverse Event, Default or Potential
Default exists.
7. EXPENSES. Borrower shall pay all costs, fees, and expenses
paid or incurred by Agent incident to this document, including, without
limitation, the reasonable fees and expenses of Agent=s counsel in
connection with the negotiation, preparation, delivery, and execution
of this document and any related documents.
8. MISCELLANEOUS. This document is a 'Loan Paper' referred to
in the Credit Agreement, and the provisions relating to Loan Papers in
SECTIONS 1 and 14 of the Credit Agreement are incorporated in this
document by reference. Unless stated otherwise (A) the singular number
includes the plural and vice versa and words of any gender include each
other gender, in each case, as appropriate, (B) headings and captions
may not be construed in interpreting provisions, (C) this document must
be construed, and its performance enforced, under Texas law, (D) if any
part of this document is for any reason found to be unenforceable, all
other portions of it nevertheless remain enforceable, and (E) this
document may be executed in any number of counterparts with the same
effect as if all signatories had signed the same document, and all of
those counterparts must be construed together to constitute the same
document.
9. ENTIRETIES. THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THIS DOCUMENT AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
10. PARTIES. This document binds and inures to Borrower,
Agent, Lenders, and their respective successors and assigns.
THIRD AMENDMENT SIGNATURE PAGE
EXECUTED to be effective as of the date first stated above.
KANEB PIPE LINE OPERATING CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
PARTNERSHIP, as Borrower formerly known as Texas Commerce Bank N.A.,
as Agent and Lender
By KANEB PIPE LINE COMPANY,
General Partner
By Xxxxxx X. Xxxxxxx By Xxxxx German, Senior Vice President
BANK OF MONTREAL, as a Lender
By Xxxxxx X. Xxxxxxx, Director,
U.S. Corporate Banking
To induce Agent and Lenders to enter into this document, the
undersigned consent and agree (A) to its execution and delivery, (B) that this
document in no way releases, diminishes, impairs, reduces, or otherwise
adversely affects any Liens, guaranties, assurances, or other obligations or
undertakings of any of the undersigned under any Loan Papers, and (C) waive
notice of acceptance of this consent and agreement, which consent and agreement
binds the undersigned and their successors and permitted assigns and inures to
Agent and their respective successors and permitted assigns.
KANEB PIPE LINE PARTNERS, L.P. SUPPORT TERMINALS OPERATING
PARTNERSHIP, L.P., as a Guarantor
By KANEB PIPE LINE COMPANY, By SUPPORT TERMINAL SERVICES INC.
General Partner General Partner
By Xxxxxx X. Xxxxxxx, Chairman By Xxxxxx X. Xxxxxxx, Chairman
STANTRANS, INC., AND SUPPORT STANTRANS PARTNERS, L.P.,
TERMINAL SERVICES, INC., as Guarantors as a Guarantor
By STANTRANS, INC.,
General Partner
By Xxxxxx X. Xxxxxxx, Chairman By Xxxxxx X. Xxxxxxx, Chairman
of both the above corporations
STANTRANS HOLDING, INC.,
as a Guarantor
