FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST
AMENDMENT TO CREDIT AGREEMENT
This
FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
is
entered into and effective as of May 9, 2007 among
DCP
Midstream Operating, LP, a Delaware limited partnership (the "Borrower"),
DCP
Midstream Partners, LP, a Delaware limited partnership (the "Parent"
and
together with all Subsidiaries of the Parent, the "Guarantors"),
the
Lenders party hereto and WACHOVIA BANK, NATIONAL ASSOCIATION as Administrative
Agent (the "Administrative
Agent").
Capitalized
terms used herein and not otherwise defined shall have the meanings set forth
in
the Credit Agreement (as defined below).
RECITALS
WHEREAS,
the Borrower, the Guarantors, the Lenders and the Administrative Agent are
party
to that certain Credit Agreement dated as of December 7, 2005 (as amended and
modified from time to time, the "Credit
Agreement");
WHEREAS,
the Borrower has requested certain amendments to the Credit Agreement as
described below; and
WHEREAS,
the Required Lenders are willing to agree to such amendments, subject to the
terms set forth herein as more fully set forth below.
NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Amendments
to Credit Agreement.
(a) Section
7.10(a) of the Credit Agreement is amended in its entirety to read as
follows:
(a) Consolidated
Leverage Ratio.
The
Consolidated Leverage Ratio, as of the end of each fiscal quarter of the Parent
(other than as set forth below), beginning with the fiscal quarter ending March
31, 2006, shall be less than or equal to 4.75 to 1.0; provided that (i) for
the
fiscal quarter ending June 30, 2007, the Consolidated Leverage Ratio shall
be
less than or equal 5.75 to 1.0 and (ii) subject to clause (i), subsequent
to the consummation of a Qualified Acquisition, the Consolidated Leverage Ratio,
as of the end of the three consecutive fiscal quarters following such Qualified
Acquisition shall be less than or equal to 5.25 to 1.0.
(b) Section
8.6(g) of the Credit Agreement is amended and restated in its entirety to read
as follows:
(g) (i)
unsecured Indebtedness in the form of a bridge term loan in an amount not to
exceed $100,000,000 and which shall be due and payable in full no later than
November 4, 2007 and (ii) other unsecured Indebtedness in an
aggregate amount not to exceed, at any one time outstanding, the greater of
(A)
$50,000,000 and (B) 10% of Consolidated Net Tangible
Assets.
2. Effectiveness;
Conditions Precedent.
This
Amendment shall be and become effective upon receipt by the Administrative
Agent
of copies of this Amendment duly executed by the Borrower, the Guarantors and
the Required Lenders and the payment of all fees and expenses then due and
payable.
3. Ratification
of Credit Agreement.
The
term "Credit Agreement" as used in each of the Credit Documents shall hereafter
mean the Credit Agreement as amended and modified by this Amendment. Except
as
herein specifically agreed, the Credit Agreement, as amended by this Amendment,
is hereby ratified and confirmed and shall remain in full force and effect
according to its terms. Each of the Credit Parties acknowledge and consent
to
the modifications set forth herein and agree that this Amendment does not
impair, reduce or limit any of its obligations under the Credit Documents
(including, without limitation, the indemnity obligations and guaranty
obligations set forth therein) and that, after the date hereof, this Amendment
shall constitute a Credit Document.
4. Authority/Enforceability.
Each of
the Credit Parties represents and warrants as follows:
(a) It
has
taken all necessary action to authorize the execution, delivery and performance
of this Amendment.
(b) This
Amendment has been duly executed and delivered by such Person and constitutes
such Person's legal, valid and binding obligations, enforceable in accordance
with its terms, except as such enforceability may be subject to (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors' rights generally and (ii) general principles
of equity (regardless of whether such enforceability is considered in a
proceeding at law or in equity).
(c) No
consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by such
Person of this Amendment.
(d) The
execution and delivery of this Amendment does not (i) violate, contravene or
conflict with any provision of its, or its Subsidiaries' organizational
documents or (ii) materially violate, contravene or conflict with any
Requirement of Law or any other law, regulation, order, writ, judgment,
injunction, decree or permit applicable to it or any of its
Subsidiaries.
5. Representations
and Warranties of the Loan Parties.
The
Credit Parties represent and warrant to the Administrative Agent and the Lenders
that (a) the representations and warranties of the Credit Parties set forth
in
Section 6 of the Credit Agreement are true and correct in all material respects
as of the date hereof, (b) after giving effect to this Amendment, no event
has
occurred and is continuing which constitutes a Default or an Event of Default
and (c) the Collateral Documents continue to create a valid perfected security
interest in the Cash Collateral prior to all Liens other than Permitted Liens.
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6. Release.
In
consideration of the Administrative Agent and the Required Lenders entering
into
this Amendment on behalf of the Lenders, the Credit Parties hereby release
the
Administrative Agent, the Issuing Lender, each of the Lenders, and the
Administrative Agent's, the Issuing Lender's and each of the Lenders' respective
officers, employees, representatives, agents, counsel and directors from any
and
all actions, causes of action, claims, demands, damages and liabilities of
whatever kind or nature, in law or in equity, now known or unknown, suspected
or
unsuspected to the extent that any of the foregoing arises from any action
or
failure to act solely in connection with the Credit Documents on or prior to
the
date hereof.
7. Counterparts/Telecopy.
This
Amendment may be executed in any number of counterparts, each of which when
so
executed and delivered shall be an original, but all of which shall constitute
one and the same instrument. Delivery of executed counterparts of this Amendment
by telecopy shall be effective as an original and shall constitute a
representation that an original shall be delivered promptly upon
request.
8. GOVERNING
LAW.
THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW
YORK.
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IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Amendment to be duly executed and delivered and this Amendment shall be
effective as of the date first above written.
BORROWER: | ||
DCP MIDSTREAM OPERATING, LP | ||
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By: | /s/ Xxxxxx X. Xxxx | |
Xxxxxx X. Xxxx |
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Vice President and Chief Financial Officer |
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GUARANTORS | ||
DCP MIDSTREAM PARTNERS, LP | ||
By: DCP Midstream GP, LP its General Partner | ||
By: DCP Midstream GP, LLC its General Partner | ||
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By: | /s/ Xxxxxx X. Xxxx | |
Xxxxxx X. Xxxx |
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Vice President and Chief Financial Officer |
DCP MIDSTREAM OPERATING, LLC | ||
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By: | /s/ Xxxxxx X. Xxxx | |
Xxxxxx
X. Xxxx
Vice
President and Chief Financial Officer
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DCP ASSETS HOLDING GP, LLC | ||
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By: | /s/ Xxxxxx X. Xxxx | |
Xxxxxx
X. Xxxx
Vice
President and Chief Financial Officer
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DCP ASSETS HOLDING, LP | ||
By: DCP Assets Holding GP, LLC its General Partner | ||
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By: | /s/ Xxxxxx X. Xxxx | |
Xxxxxx
X. Xxxx
Vice
President and Chief Financial Officer
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DCP BLACK LAKE HOLDINGS, LP | ||
By: DCP Assets Holding GP, LLC its General Partner | ||
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By: | /s/ Xxxxxx X. Xxxx | |
Xxxxxx
X. Xxxx
Vice
President and Chief Financial Officer
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ASSOCIATED LOUISIANA INTRASTATE PIPE LINE, LLC | ||
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By: | /s/ Xxxxxx X. Xxxx | |
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Xxxxxx X. Xxxx Vice
President and Chief Financial Officer
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DCP INTRASTATE PIPELINE, LLC | ||
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By: | /s/ Xxxxxx X. Xxxx | |
Xxxxxx X. Xxxx Vice
President and Chief Financial Officer
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XXXXXX PIPELINE, LLC | ||
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By: | /s/ Xxxxxx X. Xxxx | |
Xxxxxx
X. Xxxx
Vice
President and Chief Financial Officer
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DCP LINDSAY, LLC | ||
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By: | /s/ Xxxxxx X. Xxxx | |
Xxxxxx
X. Xxxx
Vice
President and Chief Financial Officer
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GAS SUPPLY RESOURCES LLC | ||
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By: | /s/ Xxxxxx X. Xxxx | |
Xxxxxx
X. Xxxx
Vice
President and Chief Financial Officer
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WILBREEZE PIPELINE, LP | ||
By: DCP Assets Holding GP, LLC its General Partner | ||
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By: | /s/ Xxxxxx X. Xxxx | |
Xxxxxx
X. Xxxx
Vice
President and Chief Financial Officer
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DCP MIDSTREAM PARTNERS FINANCE CORP. | ||
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By: | /s/ Xxxxxx X. Xxxx | |
Xxxxxx
X. Xxxx
Vice
President and Chief Financial Officer
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GSRI TRANSPORTATION LLC | ||
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By: | /s/ Xxxxxx X. Xxxx | |
Xxxxxx
X. Xxxx
Vice
President and Chief Financial Officer
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LENDERS: | ||
WACHOVIA
BANK, NATIONAL ASSOCIATION,
as Agent and as a Lender
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By: |
/s/
Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx Title:
Managing
Director
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SUNTRUST
BANK, as
a Lender
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By: |
/s/
Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx Title:
Vice
President
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CITIBANK
N.A., as
a Lender
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By: |
/s/
Xxxx Xxxxx
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Name: Xxxx Xxxxx Title:
Attorney-in-Fact
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UBS
LOAN FINANCE LLC, as
a Lender
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By: |
/s/
Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx Title:
Associate
Director
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By: |
/s/
Xxxx X. Xxxx
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Name: Xxxx X. Xxxx Title:
Associate
Director
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KEY
BANK, NATIONAL ASSOCIATION, as
a Lender
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By: |
/s/
Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx Title:
Senior
Vice President
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XXXXXX BROTHERS
BANK, FSB, as
a Lender
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By: |
/s/
Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx Title:
Authorized
Signatory
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THE
ROYAL BANK OF SCOTLAND PLC, as
a Lender
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By: |
/s/
Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx Title:
Vice
President
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JPMORGAN
CHASE BANK, N.A., as
a Lender
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By: |
/s/
Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx Title:
Associate
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BANK
OF TOKYO-MITSUBISHI TRUST UFJ COMPANY, formerly
known as Bank of Tokyo-Mitsubishi Trust Company,
as
a Lender
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By: |
/s/
Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx Title:
Vice
President
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XXXXX
FARGO BANK, N.A., as
a Lender
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By: |
/s/
Xxxx Xxxxx
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Name: Xxxx Xxxxx Title:
Assistant
Vice President
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