Exhibit 10.B
Execution Copy
FIRST AMENDMENT TO
SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT
dated as of December 1, 2003 (this "First Amendment"), is entered into among
GULFTERRA ENERGY PARTNERS, L.P., a Delaware limited partnership (the
"Borrower"), GULFTERRA ENERGY FINANCE CORPORATION, a Delaware corporation (the
"Co-Borrower"), CREDIT LYONNAIS NEW YORK BRANCH, BNP PARIBAS and WACHOVIA BANK,
NATIONAL ASSOCIATION, as Co-Documentation Agents, FORTIS CAPITAL CORP., as
Syndication Agent, and JPMORGAN CHASE BANK, as Administrative Agent, and the
several banks and other financial institutions signatories hereto, and shall
amend the Seventh Amended and Restated Credit Agreement, dated as of March 23,
1995, as amended and restated through September 26, 2003 (as amended,
supplemented or otherwise modified prior to the date hereof, the "Credit
Agreement"), among the Borrower, the Co-Borrower, the several banks and other
financial institutions (the "Lenders") parties thereto, Credit Lyonnais New York
Branch, BNP Paribas and Wachovia Bank, National Association, as Co-Documentation
Agents, Fortis Capital Corp., as Syndication Agent, and JPMorgan Chase Bank, as
Administrative Agent for the Lenders. Unless otherwise defined or amended
herein, capitalized terms used herein shall have the respective meanings
assigned to them in the Credit Agreement and the other Loan Documents (as
defined in the Credit Agreement).
WHEREAS, the Borrower has requested that the Lenders modify Section
2.1(d) of the Credit Agreement so that it becomes obsolete upon the repayment in
full of the Initial Term Loans in a manner consistent with Sections 11.18(c)
and(d) and 11.23 of the Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders modify and amend
the Credit Agreement as more fully described herein;
WHEREAS, the Lenders are willing to agree to the amendments being
requested by the Borrower, but only on the terms and subject to the conditions
set forth in this First Amendment; and
WHEREAS, each of the signatories hereto is a party to the Credit
Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Administrative Agent, the Lenders and each of
the other signatories hereto hereby agree as follows:
1. Amendments. The Credit Agreement is hereby amended as follows:
(a) Amendments to Section 1.1.
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(i) The following definitions are hereby added
to Section 1.1 of the Credit Agreement where alphabetically
appropriate:
"First Amendment": the First Amendment to
Seventh Amended and Restated Credit Agreement dated
as of December 1, 2003 among the Borrower, the
Co-Borrower, the Lenders parties thereto, Credit
Lyonnais New York Branch, BNP Paribas and Wachovia
Bank, National Association, as Co-Documentation
Agents, Fortis Capital Corp., as Syndication Agent
and JPMorgan Chase Bank, as Administrative Agent for
the Lenders.
(ii) The following definitions in Section 1.1 of
the Credit Agreement are hereby amended and restated in their
entirety as follows:
"Agreement": this Seventh Amended and
Restated Credit Agreement, as amended by the First
Amendment, and as further amended, supplemented or
otherwise modified from time to time.
(b) Amendment to Section 2.1(d). Section 2.1(d) of the
Credit Agreement is hereby amended and restated in its entirety as
follows:
(d) In the event that the Applicable Margin set
forth in any Term Loan Addendum with respect to any
series of Additional Term Loans is more favorable or
beneficial to the Term Loan Lenders for such series
of Additional Term Loans than the Applicable Margin
with respect to any Term Loans outstanding as of the
effective date of such Term Loan Addendum, the
Applicable Margin with respect to all outstanding
Term Loans, without any further action on the part of
the Borrower or any further action or approval
required of the Administrative Agent or the Lenders,
shall be deemed to be amended automatically to
provide that the Applicable Margin in such Term Loan
Addendum shall apply to all Term Loans outstanding
immediately prior to the effective date of such Term
Loan Addendum; provided, however, that
notwithstanding the foregoing, upon and at any time
after the earlier of (i) the repayment in full of the
Initial Term Loans and (ii) a written consent,
amendment or modification executed by each Initial
Term Loan Lender as of the date thereof, and
delivered to the Administrative Agent, consenting or
agreeing to, or confirming, the substance of this
proviso, this Section 2.1(d) shall cease to be
effective with respect to any Additional Term Loans,
whether outstanding as of such time or thereafter.
2. Conditions to Effectiveness. This First Amendment shall become
effective on the date (the "First Amendment Effective Date") on which the
Borrower, the Co-Borrower, the Administrative Agent and the Required Lenders
shall have executed and delivered to the Administrative Agent this First
Amendment.
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3. Miscellaneous.
(a) Representations and Warranties. After giving effect
to the effectiveness of this First Amendment, the representations and
warranties made by the Loan Parties in the Loan Documents are true and
correct in all material respects on and as of the First Amendment
Effective Date (unless such representations or warranties are stated to
refer to a specific earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of
such earlier date) as if made on and as of the First Amendment
Effective Date and no Default or Event of Default will have occurred
and be continuing.
(b) Payment of Expenses. The Borrower agrees to pay or
reimburse the Administrative Agent for all of its reasonable
out-of-pocket costs and expenses incurred in connection with this First
Amendment, any other documents prepared in connection hereby and the
transactions contemplated hereby, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative
Agent.
(c) No Other Amendments; Confirmation. Except as
expressly amended, modified and supplemented hereby, the provisions of
the Credit Agreement and the other Loan Documents are and shall remain
in full force and effect.
(d) Governing Law. THIS FIRST AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREBY SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
(e) Counterparts. This First Amendment may be executed by
one or more of the parties to this First Amendment on any number of
separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the
same instrument.
[Signature Pages Follow.]
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IN WITNESS WHEREOF, the parties hereby have caused this First Amendment
to be duly executed and delivered as of the day and year first above written.
GULFTERRA ENERGY PARTNERS, L.P.
By: /s/ Xxxxx Xxxxxx
-------------------------
Name: Xxxxx Xxxxxx
Title: Vice President and CFO
GULFTERRA ENERGY FINANCE
CORPORATION
By: /s/ Xxxxx Xxxxxx
-------------------------
Name: Xxxxx Xxxxxx
Title: Vice President and CFO
Signature Page-1
THE AGENTS AND THE LENDERS:
JPMORGAN CHASE BANK,
as Administrative Agent and as a Lender
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
Signature Page-2
CREDIT LYONNAIS NEW YORK BRANCH,
as Co-Documentation and as a Lender
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------
Name: Olivier Audermard
Title: Senior Vice President
Signature Page-3
WACHOVIA BANK, NATIONAL
ASSOCIATION, as Co-Documentation Agent
and as a Lender
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
Signature Page-4
BNP PARIBAS, as Co-Documentation Agent
and as a Lender
By: /s/ Xxxx X. Xxx
--------------------------------
Name: Xxxx X. Xxx
Title: Director
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
Signature Page-5
BANK ONE, NA (MAIN OFFICE, CHICAGO)
By: /s/ Xxxx Bekkeil
--------------------------------
Name: Xxxx Bekkeil
Title: Director
Signature Page-6
BANK OF SCOTLAND
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: First Vice President
Signature Page-7
FLEET NATIONAL BANK
By: /s/ Xxxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Managing Director
Signature Page-8
THE ROYAL BANK OF SCOTLAND PLC
By: /s/ Xxxxxxx X. Main
--------------------------------
Name: Xxxxxxx X. Main
Title: Senior Vice President
Signature Page-9
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Agent
Signature Page-10
SUNTRUST BANK
By: /s/ Xxxxx Xxx Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
Signature Page-11
XXXXX FARGO BANK, N.A., (formerly
known as Xxxxx Fargo Bank Texas, N.A.)
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Signature Page-12
CITICORP USA
By: /s/ K. Xxxxxxx Xxxxx
--------------------------------
Name: K. Xxxxxxx Xxxxx
Title: Attorney-in-Fact
Signature Page-13
DEUTSCHE BANK TRUST COMPANY AMERICAS
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Director
Signature Page-14
CREDIT SUISSE FIRST BOSTON, ACTING
THROUGH ITS CAYMAN ISLANDS BRANCH
By: /s/ Xxxxx. P Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Director
By: /s/ Xxxxx X. Xxxx
--------------------------------
Name: Xxxxx X. Xxxx
Title: Director
Signature Page-15
XXXXXXX XXXXX CAPITAL CORPORATION
By: /s/ Xxxxx X.X. Xxxxxx
--------------------------------
Name: Xxxxx X. X. Xxxxxx
Title: Vice President
Signature Page-16
RZB FINANCE LLC, CONNECTICUT OFFICE
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxx
Title: Group Vice President
By: /s/ Xxxxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Assistant Vice President
Signature Page-17
BANK OF AMERICA, N.A.
By: /s/ Xxxxxx X. XxXxxx
--------------------------------
Name: Xxxxxx X. XxXxxx
Title: Managing Director
Signature Page-18
COMERICA BANK
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
Signature Page-19
XXXXXXX SACHS CREDIT PARTNERS L.P.
By: /s/ Xxxxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Authorized Signatory
Signature Page-20
NATEXIS BANQUES POPULAIRES
By: /s/ Xxxxx X. Xxxxxxx, III
--------------------------------
Name: Xxxxx X. Xxxxxxx, III
Title: Vice President and Group Manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President and Manager
Signature Page-21
ROYAL BANK OF CANADA
By: /s/ X. X. Xxxxx
--------------------------------
Name: X. X. Xxxxx
Title: Vice President
Signature Page-22
COMPASS BANK
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
Signature Page-23
SOUTHWEST BANK OF TEXAS, N.A.
By: /s/ W. Xxxxx Xxxxxxx
--------------------------------
Name: W. Xxxxx Xxxxxxx
Title: Senior Vice President Energy
Lending
Signature Page-24
