TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of December 6, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DCP Midstream Operating, LP, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as Administrative Agent. Pursuant to the provisions of Section 4.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[__] EXHIBIT I FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of __________, _____, is by and between _______________, a _______________ (the “Subsidiary Guarantor”), DCP Midstream Operating, LP, a Delaware limited partnership (the “Borrower”) and Mizuho Bank, Ltd., in its capacity as administrative agent (the “Administrative Agent”) under that certain Second Amended and Restated Credit Agreement dated as of December 6, 2017 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among the Borrower, the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement. The Subsidiary Guarantor is required by Section 7.12 of the Credit Agreement to become a “Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Lenders: The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Loan Documents, including without limitation (a) all of the representations and warranties set forth in Article VI of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles VII and VIII of the Credit Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Obligations in accordance with Article XII of the Credit Agreement. The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. The Borrower confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Loan Document. Each of the Borrower and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement in order to effect the purposes of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The terms of Sections 11.5 and 11.6 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.
Appears in 1 contract
Samples: Credit Agreement (DCP Midstream, LP)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of December 6, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DCP Midstream Operating, LP, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as Administrative Agent. Pursuant to the provisions of Section 4.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s))participation, (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Documentsuch participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower its participating Lender with IRS Form W-8IMY W-RIMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY W-RIMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, such Lender and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: , 20[__] EXHIBIT I FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of __________, _____, is by and between _______________, a _______________ (the “Subsidiary Guarantor”), DCP Midstream Operating, LP, a Delaware limited partnership (the “Borrower”) and Mizuho Bank, Ltd., in its capacity as administrative agent (the “Administrative Agent”) under that certain Second Amended and Restated Credit Agreement dated as of December 6, 2017 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among the Borrower, the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement. The Subsidiary Guarantor is required by Section 7.12 of the Credit Agreement to become a “Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Lenders: The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Loan Documents, including without limitation (a) all of the representations and warranties set forth in Article VI of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles VII and VIII of the Credit Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Obligations in accordance with Article XII of the Credit Agreement. The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. The Borrower confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Loan Document. Each of the Borrower and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement in order to effect the purposes of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The terms of Sections 11.5 and 11.6 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.H-4
Appears in 1 contract
Samples: Credit Agreement (DCP Midstream, LP)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second that certain Third Amended and Restated Credit Agreement dated as of December 6April 27, 2017 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)) by and among Xxxxxx Validus Operating Partnership II, among DCP Midstream Operating, LP, a Delaware limited partnership LP (the “Borrower”), the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders financial institutions party thereto and Mizuho Banktheir assignees under §18.1 thereof (the “Lenders”), Ltd.KeyBank National Association, as Administrative Agent (the “Agent”) and the other parties thereto. Pursuant to the provisions of Section 4.11 §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[__] EXHIBIT I FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of __________, _____, is by and between _______________, a _______________ (the “Subsidiary Guarantor”)__, DCP Midstream Operating20__ SCHEDULE 1.1 TOTAL REVOLVING CREDIT COMMITMENT Name and Address Revolving Credit Commitment Revolving Credit Commitment Percentage KeyBank National Association1200 Xxxxxxxxx Road, LPSuite 1550Atlanta, a Delaware limited partnership (the “Borrower”) and Mizuho Georgia 30328Attention: Xxxxxx StegemoellerTelephone: 770-510-2102Facsimile: 000-000-0000 $51,430,000.00 11.428888890000% LIBOR Lending Office Same as Above Capital One, National AssociationCommercial & Specialty Finance2 Bethesda Metro Center, 5th FloorBethesda, MD 20814Attn: Portfolio Manager Healthcare Real EstateTelephone: 301-280-0215Telecopy: 000-000-0000 $51,430,000.00 11.428888890000% LIBOR Lending Office Same as Above Compass Xxxx000 00xx Xxxxxx Xxx 0000Xxxxxx, Xxxxxxxx 00000Xxxx: Xxxxx ChildsTelephone: 303-217-2272Facsimile: 000-000-0000 $51,430,000.00 11.428888890000% LIBOR Lending Office Same as Above SunTrust Bank303 Peachtree St NE, 22nd FloorAtlanta, GA 30308Attn: Xxxxx Xxxxxx, SVPTelephone: 000-000-0000 $51,430,000.00 11.428888890000% LIBOR Lending Office Same as Above Fifth Third Bank200 East Xxxxxxxx Street, 10th FloorOrlando, Florida 32801Attention: Xxxxx QuinnTelephone: 407-999-3040Facsimile: 000-000-0000 $45,000,000.00 10.000000000000% LIBOR Lending Office Same as Above Whitney Bank12 Cadillac Drive, Suite 200Brentwood, TN 37027Attn: Megan BreareyTelephone 615-823-1927Facsimile 000-000-0000 $32,140,000.00 7.142222222000% LIBOR Lending Office Same as Above Synovus Xxxx000 Xxxxxx Xxxxx XxxxxxxXxxxxxxxxx, Xxxxxxx 00000Xxxxxxxxx: Xxxxxx JohnsonTelephone: 205-868-4840Facsimile: 000-000-0000 $25,715,000.00 5.714444444000% LIBOR Lending Office Same as Above Cadence Bank, Ltd.X.X.000 Xxxxxxxx Xxxxxxxxx, in its capacity Xxxxx 000Xxxxxxxxx, Xxxxxxxxx 00000Xxxx: Xxxxxx WarfieldTelephone: 000-000-0000 $22,500,000.00 5.000000000000% LIBOR Lending Office Same as administrative agent (the “Administrative Agent”) under that certain Second Amended and Restated Credit Agreement dated as of December 6, 2017 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among the Borrower, the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Above Texas Capital Bank, Ltd.X.X.0000 XxXxxxxx Xxxxxx, Suite 700Dallas, Texas 75201Attention: Xxxxx X. WalkerTelephone: 469-399-8598Facsimile: 000-000-0000 $22,500,000.00 5.000000000000% LIBOR Lending Office Same as administrative agent for the Lenders Above Mega International Commercial Bank Co.,Ltd. Silicon Valley Branch333 X. Xxx Xxxxxx Xxxxxx, Suite 100San Xxxx, California 95110Attn: Xxxxxxxxx MaTelephone: 408-283-1888Facsimile: 000-000-0000 $16,070,000.00 3.571111111000% LIBOR Lending Office Same as Above Valley National Bank107 X. Xxxxxxxxx Xx. Xxxxx 000Xxxxx, Xxxxxxx 00000Xxxxxxxxx: Xxxxx GordonTelephone: 813-418-4071Facsimile: 000-000-0000 $16,070,000.00 3.571111111000% LIBOR Lending Office Same as Above Woodforest National Bank1599 Xxxx Xxxxxxx Xxxxx, Suite 100The Woodlands, Texas 77380Attention: Xxxx Xxxxx SVP and Xxxxx XxXxx AVPTelephone: 000-000-0000 (the “Administrative Agent”)Xxxxx)000-000-0000 (XxXxx)Facsimile: 000-000-0000 (Xxxxx)000-000-0000 (XxXxx) $16,070,000.00 3.571111111000% LIBOR Lending Office Same as Above First Tennessee Bank701 Xxxxxx Xx.Xxxxxxxxxxx, Xxxxxxxxx 00000Xxxx: Mandi McCartyTelephone: 423-757-4075Facsimile: 000-000-0000 $12,860,000.00 2.857777778000% LIBOR Lending Office Same as Above Eastern Bank605 Broadway, XX-00Xxxxxx, Xxxxxxxxxxxxx 00000Xxxx: Xxxxx X. WardTelephone: 781-581-4261Facsimile: 000-000-0000 $9,640,000.00 2.142222222000% LIBOR Lending Office Same as Above Renasant Bank1820 West End AvenueNashville, Tennessee 37203Attention: Xxxxx Xxxxxxxx, EVPTelephone: 615-234-1625Facsimile: 000-000-0000 $9,640,000.00 2.142222222000% LIBOR Lending Office Same as Above Premier Bank dba Premier Bank Texas1115 S. Xxxx Xx.Xxxxxxxxx, Xxxxx 00000Xxxx: Xxxxxx Xxxxxxxx Telephone: 817-305-0436Facsimile: 817-329-5502 $6,430,000.00 1.428888889000% LIBOR Lending Office Same as Above United Community Bank 000 Xxxxxxxxxx Xxxx Xxx 000 Xx Xxxxxxxx, Xxxxx Xxxxxxxx 00000 Attn: Xxxxxxx X. Xxxxxxxxxxx $6,430,000.00 1.428888889000% LIBOR Lending Office Same as Above American Momentum Bank Xxx Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx Xxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 $3,215,000.00 0.714444444400% LIBOR Lending Office Same as Above TOTAL $450,000,000.00 100% TOTAL TERM LOAN A COMMITMENT Name and Address Term Loan A Commitment Term Loan A Commitment Percentage KeyBank National Association1200 Xxxxxxxxx Road, Suite 1550Atlanta, Georgia 30328Attention: Xxxxxx StegemoellerTelephone: 770-510-2102Facsimile: 000-000-0000 $28,570,000.00 11.428000000000% LIBOR Lending Office Same as Above Capital One, National Association2 Bethesda Metro XxxxxxXxxxxxxx, Xxxxxxxx 00000Xxxx: Xxxxx MooreTelephone: 571-375-5068Telecopy: 000-000-0000 $28,570,000.00 11.428000000000% LIBOR Lending Office Same as Above Compass Xxxx000 00xx Xxxxxx Xxx 0000Xxxxxx, Xxxxxxxx 00000Xxxx: Xxxxx ChildsTelephone: 303-217-2272Facsimile: 000-000-0000 $28,570,000.00 11.428000000000% LIBOR Lending Office Same as Above SunTrust Bank303 Peachtree St NE, 22nd FloorAtlanta, GA 30308Attn: Xxxxx Xxxxxx, SVPTelephone: 000-000-0000 $28,570,000.00 11.428000000000% LIBOR Lending Office Same as Above Fifth Third Bank230 Public SquareMaildrop U37051Franklin, TN 37064Attention: Xxxxxxxx Xxxx $25,000,000.00 10.000000000000% LIBOR Lending Office Same as Above Whitney Bank12 Cadillac Drive, Suite 200Brentwood, TN 37027Attn: Megan BreareyTelephone 615-823-1927Facsimile 000-000-0000 $17,860,000.00 7.144000000000% LIBOR Lending Office Same as Above Synovus Xxxx000 Xxxxxx Xxxxx XxxxxxxXxxxxxxxxx, Xxxxxxx 00000Xxxxxxxxx: Xxxxxx JohnsonTelephone: 205-868-4840Facsimile: 000-000-0000 $14,285,000.00 5.714000000000% LIBOR Lending Office Same as Above Cadence Bank, X.X.000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000Xxxxxxxxx, Xxxxxxxxx 00000Xxxx: Xxxxxx WarfieldTelephone: 000-000-0000 $12,500,000.00 5.000000000000% LIBOR Lending Office Same as Above Texas Capital Bank, X.X.0000 XxXxxxxx Xxxxxx, Suite 700Dallas, Texas 75201Attention: Xxxxx X. WalkerTelephone: 469-399-8598Facsimile: 000-000-0000 $12,500,000.00 5.000000000000% LIBOR Lending Office Same as Above Mega International Commercial Bank Co.,Ltd. Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit AgreementSilicon Valley Branch333 X. Xxx Xxxxxx Xxxxxx, Suite 100San Xxxx, California 95110Attn: Xxxxxxxxx MaTelephone: 408-283-1888Facsimile: 000-000-0000 $8,930,000.00 3.572000000000% LIBOR Lending Office Same as Above Valley National Bank107 X. Xxxxxxxxx Xx. The Subsidiary Guarantor is required by Section 7.12 of the Credit Agreement to become a “Guarantor” thereunderXxxxx 000Xxxxx, Xxxxxxx 00000Xxxxxxxxx: Xxxxx GordonTelephone: 813-418-4071Facsimile: 000-000-0000 $8,930,000.00 3.572000000000% LIBOR Lending Office Same as Above Woodforest National Bank1599 Xxxx Xxxxxxx Xxxxx, Suite 100The Woodlands, Texas 77380Attention: Xxxx Xxxxx SVP and Xxxxx XxXxx AVPTelephone: 000-000-0000 (Xxxxx)000-000-0000 (XxXxx)Facsimile: 000-000-0000 (Xxxxx)000-000-0000 (XxXxx) $8,930,000.00 3.572000000000% LIBOR Lending Office Same as Above First Tennessee Bank701 Xxxxxx Xx.Xxxxxxxxxxx, Xxxxxxxxx 00000Xxxx: Mandi McCartyTelephone: 423-757-4075Facsimile: 000-000-0000 $7,140,000.00 2.856000000000% Eastern Xxxx000 Xxxxxxxx, XX-00Xxxxxx, Xxxxxxxxxxxxx 00000Xxxx: Xxxxx X. WardTelephone: 781-581-4261Facsimile: 000-000-0000 $5,360,000.00 2.144000000000% LIBOR Lending Office Same as Above Renasant Bank1820 West End AvenueNashville, Tennessee 37203Attention: Xxxxx Xxxxxxxx, EVPTelephone: 615-234-1625Facsimile: 000-000-0000 $5,360,000.00 2.144000000000% LIBOR Lending Office Same as Above Premier Bank Texas1115 S. Xxxx Xx.Xxxxxxxxx, Xxxxx 00000Xxxx: Xxxxxx ThorntonTelephone: 817-305-436Facsimile: 817-329-5502 $3,570,000.00 1.428000000000% LIBOR Lending Office Same as Above United Community Bank 00 X. Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attn: Xxxxxxx X. Xxxxxxxxxxx $3,570,000.00 1.428000000000% LIBOR Lending Office Same as Above American Momentum Bank Xxx Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx Xxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 $1,785,000.00 0.714000000000% LIBOR Lending Office Same as Above TOTAL $250,000,000.00 100% TOTAL COMMITMENT Name and Address Total Commitment Commitment Percentage KeyBank National Association1200 Xxxxxxxxx Road, Suite 1550Atlanta, Georgia 30328Attention: Xxxxxx StegemoellerTelephone: 770-510-2102Facsimile: 000-000-0000 $80,000,000.00 11.428571430000% LIBOR Lending Office Same as Above Capital One, National AssociationCommercial & Specialty Finance2 Bethesda Metro Center, 5th FloorBethesda, MD 20814Attn: Portfolio Manager Healthcare Real EstateTelephone: 301-280-0215Telecopy: 000-000-0000 $80,000,000.00 11.428571430000% LIBOR Lending Office Same as Above Compass Xxxx000 00xx Xxxxxx Xxx 0000Xxxxxx, Xxxxxxxx 00000Xxxx: Xxxxx ChildsTelephone: 303-217-2272Facsimile: 000-000-0000 $80,000,000.00 11.428571430000% LIBOR Lending Office Same as Above SunTrust Bank303 Peachtree St NE, 22nd FloorAtlanta, GA 30308Attn: Xxxxx Xxxxxx, SVPTelephone: 000-000-0000 $80,000,000.00 11.428571430000% LIBOR Lending Office Same as Above Fifth Third Bank230 Public SquareMaildrop U37051Franklin, TN 37064Attention: Xxxxxxxx Xxxx $70,000,000.00 10.000000000000% LIBOR Lending Office Same as Above Whitney Bank12 Cadillac Drive, Suite 200Brentwood, TN 37027Attn: Megan BreareyTelephone 615-823-1927Facsimile 000-000-0000 $50,000,000.00 7.142857143000% LIBOR Lending Office Same as Above Synovus Xxxx000 Xxxxxx Xxxxx XxxxxxxXxxxxxxxxx, Xxxxxxx 00000Xxxxxxxxx: Xxxxxx JohnsonTelephone: 205-868-4840Facsimile: 000-000-0000 $40,000,000.00 5.714285714000% LIBOR Lending Office Same as Above Cadence Bank, X.X.000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000Xxxxxxxxx, Xxxxxxxxx 00000Xxxx: Xxxxxx WarfieldTelephone: 000-000-0000 $35,000,000.00 5.000000000000% LIBOR Lending Office Same as Above Texas Capital Bank, X.X.0000 XxXxxxxx Xxxxxx, Suite 700Dallas, Texas 75201Attention: Xxxxx X. WalkerTelephone: 469-399-8598Facsimile: 000-000-0000 $35,000,000.00 5.000000000000% LIBOR Lending Office Same as Above Mega International Commercial Bank Co.,Ltd. AccordinglySilicon Valley Branch333 X. Xxx Xxxxxx Xxxxxx, the Subsidiary Guarantor Suite 100San Xxxx, California 95110Attn: Xxxxxxxxx MaTelephone: 408-283-1888Facsimile: 000-000-0000 $25,000,000.00 3.571428571000% LIBOR Lending Office Same as Above Valley National Bank107 X. Xxxxxxxxx Xx. Xxxxx 000Xxxxx, Xxxxxxx 00000Xxxxxxxxx: Xxxxx GordonTelephone: 813-418-4071Facsimile: 000-000-0000 $25,000,000.00 3.571428571000% LIBOR Lending Office Same as Above Woodforest National Bank1599 Xxxx Xxxxxxx Xxxxx, Suite 100The Woodlands, Texas 77380Attention: Xxxx Xxxxx SVP and the Borrower hereby agree Xxxxx XxXxx AVPTelephone: 000-000-0000 (Xxxxx)000-000-0000 (XxXxx)Facsimile: 000-000-0000 (Xxxxx)000-000-0000 (XxXxx) $25,000,000.00 3.571428571000% LIBOR Lending Office Same as follows with the Administrative AgentAbove First Tennessee Bank701 Xxxxxx Xx.Xxxxxxxxxxx, for the benefit of the LendersXxxxxxxxx 00000Xxxx: The Subsidiary Guarantor hereby acknowledgesMandi McCartyTelephone: 423-757-4075Facsimile: 000-000-0000 $20,000,000.00 2.857142857000% LIBOR Lending Office Same as Above Eastern Bank605 Broadway, agrees and confirms thatXX-00Xxxxxx, by its execution of this AgreementXxxxxxxxxxxxx 00000Xxxx: Xxxxx X. WardTelephone: 781-581-4261Facsimile: 000-000-0000 $15,000,000.00 2.142857143000% LIBOR Lending Office Same as Above Renasant Bank1820 West End AvenueNashville, the Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder Tennessee 37203Attention: Xxxxx Xxxxxxxx, EVPTelephone: 615-234-1625Facsimile: 000-000-0000 $15,000,000.00 2.142857143000% LIBOR Lending Office Same as if it had executed the Credit Agreement. The Subsidiary Guarantor hereby ratifiesAbove Premier Bank1115 S. Xxxx Xx.Xxxxxxxxx, Xxxxx 00000Xxxx: Xxxxxx Xxxxxxxx Telephone: 817-305-0436Facsimile: 817-329-5502 $10,000,000.00 1.428571429000% LIBOR Lending Office Same as of the date hereofAbove United Community Bank 00 X. Xxxxx Xxxxxx, and agrees to be bound byXxxxx 000 Xxxxxxxxxx, all of the termsXxxxx Xxxxxxxx 00000 Attn: Xxxxxxx X. Xxxxxxxxxxx $10,000,000.00 1.428571429000% LIBOR Lending Office Same as Above American Momentum Bank Xxx Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx, provisions and conditions contained in the applicable Loan Documents, including without limitation (a) all of the representations and warranties set forth in Article VI of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles VII and VIII of the Credit Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Obligations in accordance with Article XII of the Credit Agreement. The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. The Borrower confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Obligations,” Xxxxx 00000 Attn: Xxxxxx Xxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 $5,000,000.00 0.714285714300% LIBOR Lending Office Same as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Loan Document. Each of the Borrower and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement in order to effect the purposes of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The terms of Sections 11.5 and 11.6 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.Above TOTAL $700,000,000.00 100% SCHEDULE 1.2
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Loan and Security Agreement dated as of October 26, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among (i) THE TRADE DESK, INC., a Delaware corporation (together with each person who thereafter becomes party thereto as a borrower), (ii) each of the financial institutions identified as a “Lender” on Annex A of the Credit Agreement and (iii) CITIBANK, N.A., a national banking association, acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties. Pursuant to the provisions of Section 4.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT J-4 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) (attached) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Loan and Security Agreement dated as of December 6October 26, 2017 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DCP Midstream Operating(i) THE TRADE DESK, LPINC., a Delaware limited partnership corporation (the “Borrower”together with each person who thereafter becomes party thereto as a borrower), (ii) each of the Guarantors party theretofinancial institutions identified as a “Lender” on Annex A of the Credit Agreement and (iii) CITIBANK, DCP Midstream, LPN.A., a Delaware limited partnershipnational banking association, acting not individually but as Parentagent on behalf of, and for the benefit of, the Lenders party thereto and Mizuho Bank, Ltd., as Administrative Agentall other Secured Parties. Pursuant to the provisions of Section 4.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the any Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[__] EXHIBIT I FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of __________, _____, is by and between _______________, a _______________ (the “Subsidiary Guarantor”)__, DCP Midstream Operating, LP, a Delaware limited partnership (the “Borrower”) and Mizuho Bank, Ltd., in its capacity as administrative agent (the “Administrative Agent”) under that certain Second Amended and Restated Credit Agreement dated as of December 6, 2017 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among the Borrower, the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement. The Subsidiary Guarantor is required by Section 7.12 of the Credit Agreement to become a “Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Lenders: The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Loan Documents, including without limitation (a) all of the representations and warranties set forth in Article VI of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles VII and VIII of the Credit Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Obligations in accordance with Article XII of the Credit Agreement. The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. The Borrower confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Loan Document. Each of the Borrower and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement in order to effect the purposes of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The terms of Sections 11.5 and 11.6 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.20[ ]
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Loan Agreement, dated as of December 6November 1, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DCP Midstream OperatingThe Xxxxxx Companies, LP, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnershipInc., as ParentBorrower, the Lenders party thereto and Mizuho BankDNB Bank ASA, Ltd.New York Branch, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 4.11 2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s))participation, (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Documentsuch participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, such Lender and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: , 20[__[ ] Table of Contents EXHIBIT I C-3 FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE (this “For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan Agreement”), dated as of __________, _____, is by and between _______________, a _______________ (the “Subsidiary Guarantor”), DCP Midstream Operating, LP, a Delaware limited partnership (the “Borrower”) and Mizuho Bank, Ltd., in its capacity as administrative agent (the “Administrative Agent”) under that certain Second Amended and Restated Credit Agreement dated as of December 6November 1, 2017 (as amended, restated, supplemented or otherwise modifiedmodified from time to time, the “Credit Agreement”) by and ), among the The Xxxxxx Companies, Inc., as Borrower, the Guarantors DNB Bank ASA, New York Branch, as Administrative Agent, and each lender from time to time party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent. Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Credit Agreement, the Lenders party thereto undersigned hereby certifies that (i) it is the sole record and Mizuho Bankbeneficial owner of the participation in respect of which it is providing this certificate, Ltd.(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as administrative agent for described in Section 881(c)(3)(C) of the Lenders Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the “Administrative Agent”)information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Capitalized Unless otherwise defined herein, terms defined in the Credit Agreement and used herein but not otherwise defined shall have the meanings provided given to them in the Credit Agreement. The Subsidiary Guarantor is required by Section 7.12 [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Table of the Credit Agreement to become a “Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Lenders: The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Loan Documents, including without limitation (a) all of the representations and warranties set forth in Article VI of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles VII and VIII of the Credit Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Obligations in accordance with Article XII of the Credit Agreement. The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. The Borrower confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Loan Document. Each of the Borrower and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement in order to effect the purposes of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The terms of Sections 11.5 and 11.6 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.Contents EXHIBIT C-4 FORM OF
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of December 6March 30, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among Archrock Partners Operating LLC and Archrock Services, among DCP Midstream OperatingL.P., LPas Borrowers, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnershipArchrock Inc., as Parent, the other Loan Parties party thereto, the Lenders party thereto and Mizuho JPMorgan Chase Bank, Ltd.N.A., in its capacity as Administrative AgentAgent for the Lenders. Pursuant to the provisions of Section 4.11 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the any Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Administrative Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Administrative Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Administrative Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[__] EXHIBIT I FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of __________, _____, is by and between _______________, a _______________ (the “Subsidiary Guarantor”), DCP Midstream Operating, LP, a Delaware limited partnership (the “Borrower”) and Mizuho Bank, Ltd., in its capacity as administrative agent (the “Administrative Agent”) under that certain Second Amended and Restated Credit Agreement dated as of December 6, 2017 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among the Borrower, the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement. The Subsidiary Guarantor is required by Section 7.12 of the Credit Agreement to become a “Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Lenders: The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Loan Documents, including without limitation (a) all of the representations and warranties set forth in Article VI of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles VII and VIII of the Credit Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Obligations in accordance with Article XII of the Credit Agreement. The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. The Borrower confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Loan Document. Each of the Borrower and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement in order to effect the purposes of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The terms of Sections 11.5 and 11.6 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.[ ]
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement $300 Million Term Loan Agreement, dated as of December 6March 1, 2017 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Loan Agreement”), among DCP Midstream OperatingThe Xxxxxx Companies, LP, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnershipInc., as Parentthe Borrower, the Lenders party thereto and Mizuho Bank, Ltd.KeyBank National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 4.11 2.17(f)(ii)(B)(4) of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s))participation, (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Documentsuch participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, such Lender and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: , 20[__[ ] EXHIBIT I C-3 FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of __________, _____, is by and between _______________, a _______________ (the “Subsidiary Guarantor”), DCP Midstream Operating, LP, a Delaware limited partnership (the “Borrower”) and Mizuho Bank, Ltd., in its capacity as administrative agent (the “Administrative Agent”) under that certain Second Amended and Restated Credit Agreement dated as of December 6, 2017 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among the Borrower, the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement. The Subsidiary Guarantor is required by Section 7.12 of the Credit Agreement to become a “Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Lenders: The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Loan Documents, including without limitation (a) all of the representations and warranties set forth in Article VI of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles VII and VIII of the Credit Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Obligations in accordance with Article XII of the Credit Agreement. The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. The Borrower confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Loan Document. Each of the Borrower and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement in order to effect the purposes of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The terms of Sections 11.5 and 11.6 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.OF
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Cooper Companies Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement $700 Million Term Loan Agreement, dated as of December 6March 1, 2017 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Loan Agreement”), among DCP Midstream OperatingThe Xxxxxx Companies, LP, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnershipInc., as Parentthe Borrower, the Lenders party thereto and Mizuho Bank, Ltd.KeyBank National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 4.11 2.17(f)(ii)(B)(4) of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s))participation, (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Documentsuch participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, such Lender and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: , 20[__[ ] EXHIBIT I C-3 FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of __________, _____, is by and between _______________, a _______________ (the “Subsidiary Guarantor”), DCP Midstream Operating, LP, a Delaware limited partnership (the “Borrower”) and Mizuho Bank, Ltd., in its capacity as administrative agent (the “Administrative Agent”) under that certain Second Amended and Restated Credit Agreement dated as of December 6, 2017 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among the Borrower, the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement. The Subsidiary Guarantor is required by Section 7.12 of the Credit Agreement to become a “Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Lenders: The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Loan Documents, including without limitation (a) all of the representations and warranties set forth in Article VI of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles VII and VIII of the Credit Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Obligations in accordance with Article XII of the Credit Agreement. The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. The Borrower confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Loan Document. Each of the Borrower and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement in order to effect the purposes of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The terms of Sections 11.5 and 11.6 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.OF
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Samples: Amendment and Restatement Agreement (Cooper Companies Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Term Loan Agreement dated as of December 6October 3, 2017 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DCP Midstream OperatingXxxxxx Realty, LP, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnershipL.P., as ParentBorrower, the Lenders party thereto and Mizuho JPMorgan Chase Bank, Ltd.N.A., as Administrative Agent, and each Bank from time to time party thereto. Pursuant to the provisions of Section 4.11 8.4(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s))participation, (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Documentsuch participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower its participating Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, such Bank and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: , 20[__] EXHIBIT I FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of __________, _____, is by and between _______________, a _______________ (the “Subsidiary Guarantor”)__, DCP Midstream Operating, LP, a Delaware limited partnership (the “Borrower”) and Mizuho Bank, Ltd., in its capacity as administrative agent (the “Administrative Agent”) under that certain Second Amended and Restated Credit Agreement dated as of December 6, 2017 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among the Borrower, the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement. The Subsidiary Guarantor is required by Section 7.12 of the Credit Agreement to become a “Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Lenders: The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Loan Documents, including without limitation (a) all of the representations and warranties set forth in Article VI of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles VII and VIII of the Credit Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Obligations in accordance with Article XII of the Credit Agreement. The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. The Borrower confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Loan Document. Each of the Borrower and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement in order to effect the purposes of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The terms of Sections 11.5 and 11.6 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.202[_] Exhibit E-4
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TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated that certain Credit Agreement dated as of December 6July 25, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)) by and among Jxxxxxxx Capital Operating Company, among DCP Midstream Operating, LP, a Delaware limited partnership LLC (the “Borrower”), the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders financial institutions party thereto and Mizuho Banktheir assignees under §18.1 thereof (the “Lenders”), Ltd.KeyBank National Association, as Administrative Agent (the “Agent”) and the other parties thereto. Pursuant to the provisions of Section 4.11 §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[__] EXHIBIT I FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of _________ __, 20__ EXHIBIT M FORM OF ASSIGNMENT OF HEDGE AGREEMENT THIS ASSIGNMENT OF HEDGE AGREEMENT (this “Assignment”), made as of the _____, is by and between _ day of __________________, a 201_______________ (the “Subsidiary Guarantor”), DCP Midstream Operatingby JXXXXXXX CAPITAL OPERATING COMPANY, LPLLC, a Delaware limited partnership liability company (the “BorrowerAssignor”), to KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), as Agent for itself and each other lender (collectively, the “Lenders”) and Mizuho Bank, Ltd.which is or may hereafter become a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as administrative agent (the Agent, is hereinafter referred to as “Administrative Agent”) under that certain Second Amended and Restated Credit Agreement dated as of December 6, 2017 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among the Borrower, the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement. The Subsidiary Guarantor is required by Section 7.12 of the Credit Agreement to become a “Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Lenders: The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Loan Documents, including without limitation (a) all of the representations and warranties set forth in Article VI of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles VII and VIII of the Credit Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Obligations in accordance with Article XII of the Credit Agreement. The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. The Borrower confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Loan Document. Each of the Borrower and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement in order to effect the purposes of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The terms of Sections 11.5 and 11.6 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.
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