SECOND AMENDMENT TO CREDIT AGREEMENT dated as of November 2, 2012
Exhibit 10.5
SECOND AMENDMENT
TO
dated as of
November 2, 2012
among
as Borrower,
The Lenders Party Hereto
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
SECOND AMENDMENT CREDIT AGREEMENT
THIS SECOND Amendment to Credit Agreement (this “Second Amendment”) dated as of November 2, 2012, is among BLUEKNIGHT ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Borrower”); JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and the undersigned Lenders.
R E C I T A L S
The Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of October 25, 2010 (as amended by the First Amendment to Credit Agreement dated as of April 1, 2011, the “Credit Agreement”), pursuant to which the Lenders have made certain extensions of credit available to the Borrower.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all references to Sections and Articles in this Second Amendment refer to Sections and Articles of the Credit Agreement.
Section 2.Amendments to Credit Agreement.
2.1 Amendment to Section 1.1. The definition of “Change of Control” is hereby amended by adding the following at the end thereof:
Notwithstanding anything to the contrary contained in this definition, the direct or indirect issuance to and ownership by Mr. Xxxx Xxxxxx (and his successors and assigns) of a non-voting economic interest in the General Partner shall not constitute a “Change of Control”.
Section 3.Conditions Precedent. This Second Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement) (the “Effective Date”):
3.1 The Administrative Agent shall have received from the Required Lenders and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Second Amendment signed on behalf of such Persons.
3.2 The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request.
3.3 No Default shall have occurred and be continuing, after giving effect to the terms of this Second Amendment.
Section 4.Miscellaneous.
4.1 Confirmation. The provisions of the Credit Agreement, as amended by this Second Amendment, shall remain in full force and effect following the effectiveness of this Second Amendment.
4.2 Ratification and Affirmation; Representations and Warranties. The Borrower hereby: (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Effective Date each reference to the Credit Agreement in the Guarantee and Collateral Agreement, the Mortgages and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Second Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Amendment: (i) all of the representations and warranties made by the Borrower contained in each Loan Document to which it is a party are true and correct in all material respects, unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such earlier date and (ii) no Default has occurred and is continuing.
4.3 Loan Document. This Second Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto.
4.4 Counterparts. This Second Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Second Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.
4.5 NO ORAL AGREEMENT. THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.
4.6 GOVERNING LAW. THIS SECOND AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the date first written above.
By: | Blueknight Energy Partners G.P., L.L.C., its |
general partner | |
By: | /s/ Xxxx X. Xxxxxxxxx |
Name: | Xxxx X. Xxxxxxxxx |
Title: | Chief Financial Officer |
Signature Page to Second Amendment to
Credit Agreement
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JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender | |
By: | /s/ Xxxxxx Xxxxxxx |
Name: | Xxxxxx Xxxxxxx |
Title: | Managing Director |
Signature Page to Second Amendment to
Credit Agreement
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CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender | |
By: | /s/ Xxxxxx Xxxxxxxxx |
Name: | Xxxxxx XXXXXXXXX |
Title: | Vice President |
By: | /s/ Xxxx Xxxxx |
Name: | Xxxx XXXXX |
Title: | Managing Director |
Signature Page to Second Amendment to
Credit Agreement
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LLOYDS TBS BANK PLC, as a Lender | |
By: | /s/ Xxxxxxx Xxxxxxxxx |
Name: | Xxxxxxx Xxxxxxxxx |
Title: | Assistant Vice President - G011 |
By: | /s/ Xxxxxx XxXxxxxxx |
Name: | Xxxxxx XxXxxxxxx |
Title: | Assistant Vice President - M040 |
Signature Page to Second Amendment to
Credit Agreement
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SOCIETE GENERALE, as a Lender | |
By: | /s/ Xxxx Xxxxx |
Name: | Xxxx Xxxxx |
Title: | Managing Director |
Signature Page to Second Amendment to
Credit Agreement
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NATIXIS, as a Lender | |
By: | /s/ Xxxxxx Xxxxx |
Name: | Xxxxxx Xxxxx |
Title: | Managing Director |
By: | /s/ Xxxxx X. Xxxxxxx, III |
Name: | Xxxxx X. Xxxxxxx, III |
Title: | Managing Director |
Signature Page to Second Amendment to
Credit Agreement
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CITIBANK, N.A., as a Lender | |
By: | /s/ Xxxxxxx Xxxxx |
Name: | Xxxxxxx Xxxxx |
Title: | Managing Director |
Signature Page to Second Amendment to
Credit Agreement
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MIZUHO CORPORATE BANK LTD., as a Lender | |
By: | /s/ Xxxx Mo |
Name: | Xxxx Mo |
Title: | Authorized Signatory |
Signature Page to Second Amendment to
Credit Agreement
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XXXXX FARGO BANK, N.A., as a Lender | |
By: | /s/ Xxxxx X. Xxxxxx |
Name: | Xxxxx X. Xxxxxx |
Title: | Director |
Signature Page to Second Amendment to
Credit Agreement
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VITOL REFINING, B.V., as a Lender | |
By: | |
Name: | |
Title: | |
Signature Page to Second Amendment to
Credit Agreement
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COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., | |
“RABOBANK NEDERLAND”, NEW YORK BRANCH, as a Lender | |
By: | /s/ Xxxxxxx Xxxxxxx Malo |
Name: | Xxxxxxx Xxxxxxx Malo |
Title: | Executive Director |
By: | /s/ Xxxxxx X. Xxxxxxxxxx |
Name: | Xxxxxx X. Xxxxxxxxxx |
Title: | Executive Director |
Signature Page to Second Amendment to
Credit Agreement
X-00
XXXXXXX XXXXXX FUNDING 2011-1 LTD., as a Lender | |
By: | |
Name: | |
Title: | |
Signature Page to Second Amendment to
Credit Agreement
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