NEW LOAN INCREASE JOINDER

Exhibit 10.3

NEW LOAN INCREASE JOINDER, dated as of January 26, 2016 (this “Agreement”), by and among each financial institution signatory to this Agreement as a “Lender” (each, a “New Lender” and, collectively, the “New Lenders”), Xxxxxx Xxxxxx, Inc., a Delaware corporation (the “Borrower”), each guarantor signatory to this Agreement (each, a “Guarantor”), and Barclays Bank PLC, as Administrative Agent in such capacity (the “Administrative Agent”).

R E C I T A L S

WHEREAS, reference is hereby made to the Revolving Credit Agreement, dated as of September 19, 2014 (as amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto, Barclays Bank PLC as Administrative Agent, and the other parties thereto (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement); and

WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower may establish New Commitments by, among other things, entering into one or more New Loan Increase Joinders with New Lenders;

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Each New Lender party hereto hereby agrees to commit to provide its respective New Commitment, as set forth opposite its name on Schedule A annexed hereto, on the terms and subject to the conditions set forth below.

Each New Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Syndication Agent, any Documentation Agent, any other New Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a New Lender.

Each New Lender hereby agrees to make its respective Commitment on the following terms and conditions:

1. Proposed Increase to Revolving Facility. This Agreement represents the Borrower’s request to increase the Total Commitment pursuant to Section 2.21 of the Credit Agreement through New Commitments from the New Lenders as follows (the “Proposed Commitment Increase”):

(a) Business Day of Proposed Commitment Increase: January 26, 2016 (the “Increased Amount Date”)

Exhibit 10.3

(b) Amount of Proposed Commitment Increase: $1,000,000,000.

2. Acknowledgment and Agreement. To the extent not constituting a “Lender” under the Credit Agreement prior to giving effect to this Agreement, each New Lender acknowledges and agrees that upon its execution of this Agreement that such New Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.

3. Credit Agreement Governs: Commitments and New Commitments.

(a) The New Commitments shall have the same terms and conditions as those of the Commitments existing prior to the Increased Amount Date and shall be subject to the provisions of the Credit Agreement and the other Loan Documents. No increase of the Commitments pursuant to the New Commitments increases the LC Sublimit or the sublimit for Swingline Loans set forth in the Credit Agreement prior to giving effect to the New Commitments.

(b) On the Increased Amount Date, (a) each of the Lenders with Commitments shall assign to each New Lender and each of the New Lenders shall purchase from each of the Lenders with Commitments, at the principal amount thereof (together with accrued interest), such interests in the Committed Loans outstanding on the Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Committed Loans will be held by existing Lenders with Committed Loans and New Lenders ratably in accordance with their Commitments after giving effect to the addition of such New Commitments to the Total Commitment and (b) each New Commitment shall be deemed for all purposes a Commitment and each Loan made thereunder (a “New Loan”) shall be deemed, for all purposes, a Committed Loan. From the Increased Amount Date to the Maturity Date, all Committed Loans shall be made in accordance with the Commitments of the Lenders after giving effect to the New Commitments.

4. Borrower’s Certifications. By its execution of this Agreement, the undersigned officer of the Borrower, to the best of his or her knowledge, hereby certifies that:


i.	The representations and warranties set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof and as of the Increased Amount Date (unless such representation and warranty expressly relates to an earlier date); and


ii.	No Event of Default exists on such Increased Amount Date before or after giving effect to such New Commitments.

5. Borrower Covenants. By its execution of this Agreement, Borrower hereby covenants that:

Borrower shall (i) pay on the Increased Amount Date to the Administrative Agent, for the account of each New Lender, the fees separately agreed to be paid in connection with the New Commitments, (ii) pay on the Increased Amount Date all reasonable fees and out-of-pocket expenses of legal counsel to the Administrative Agent incurred in connection with this Agreement and any other documents prepared in connection therewith, and (iii) make any other payments required pursuant the Credit Agreement (including Section 2.15 thereof) to the

Exhibit 10.3

Administrative Agent and the Lenders (other than any Defaulting Lender), in connection with the New Commitments;


ii.	Borrower shall deliver or cause to be delivered to the Administrative Agent the following legal opinions and documents on the Increased Amount Date:

(i) a certificate of the Borrower dated as of the Increased Amount Date signed by an officer and the secretary or assistant secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to the New Commitments;

(ii) a certificate of appropriate officials as to the existence and good standing of the Borrower; and

(iii) signed opinion, dated as of the Increased Amount Date, addressed to the Administrative Agent and the New Lenders from legal counsel to the Borrower covering the matters reasonably requested by the Administrative Agent.

iii.

Set forth on the attached Officers’ Certificate are the calculations (in reasonable detail) demonstrating compliance on a pro forma basis with the financial tests described in Section 6.07 of the Credit Agreement as of the Increased Amount Date and as of the Most Recent Financial Statement Date, after giving effect to such New Commitments (assuming for the purposes of such calculation that any New Commitments are fully drawn) and other customary and appropriate pro forma adjustments, including any acquisitions or dispositions after the beginning of the relevant determination period and prior to or simultaneous with the effectiveness of such New Commitments.

6. Reaffirmation. Each Guarantor agrees and reaffirms that its guarantee of all obligations, liabilities and indebtedness of the other Loan Parties under the Guarantee shall extend to cover the New Commitments and all Loans, interest thereon and fees and expenses and the other Obligations in respect thereof pursuant to the terms of the Guarantee.

7. Consents. The Administrative Agent, the Swingline Lender and the Issuing Banks have consented to each New Lender on or prior to the date hereof.

8. Acknowledgement and Consent to Bail-In of EEA Financial Institutions.

(a) As used in Section 8(b) of this Agreement, the following terms shall have the meanings specified below:

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA

Exhibit 10.3

Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

(b) Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


i.	the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

ii. the effects of any Bail-in Action on any such liability, including, if applicable:


(a)	a reduction in full or in part or cancellation of any such liability;

(b)

a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or


(c)	the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

(c) Pursuant to the authorization given in Section 2.21(c) of the Credit Agreement to effect those amendments to the Credit Agreement as may be necessary or appropriate, to effect the provisions of Section 2.21, clause (d) of the definition of “Defaulting Lender” in Section 1.01 of the Credit Agreement is hereby amended by renumbering clause “(d)(ii)” as clause “(iii)” and adding a new clause “(d)(ii)” to read as follows: “(ii) become the subject of a Bail-in Action, or”.

9. Notice. For purposes of the Credit Agreement, the initial notice address of each New Lender that is not a Lender under the Credit Agreement shall be as set forth below its signature below.

Exhibit 10.3

10. Tax Forms. For each relevant New Lender, delivered herewith to the Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such New Lender may be required to deliver to the Administrative Agent pursuant to Section 2.16(g) of the Credit Agreement.

11. Recordation of the New Revolving Credit Commitments. Upon execution and delivery hereof, the Administrative Agent will record the New Commitments made by each New Lender in the Register.

12. Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.

13. Entire Agreement. This Agreement, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

14. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

15. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of January 26, 2016.

[The rest of this page intentionally left blank]

Exhibit 10.3

BARCLAYS BANK PLC, as Administrative Agent and as a Lender

By: /s/ Xxxxxxxx Burn

Name: XXXXXXXX BURN
Title: MANAGING DIRECTOR

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

Bank of America, N.A., as a Lender

By: /s/ Xxxxxxx Xxxxxxxxx

Name: Xxxxxxx Xxxxxxxxx
Title: Vice President

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

The Bank of Nova Scotia, as a Lender

By: /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx
Title: Director

Notice Address: 000 Xxxxxxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxx XXX 00000
Attention: Xxxx Xxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

The Bank of Tokyo-Mitsubishi UFJ Ltd., as a Lender

By: /s/ Xxxx Xxxxxxxxxx

Name: Xxxx Xxxxxxxxxx
Title: Vice President

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

Citibank, N.A., as a Lender

By: /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Vice President

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

CREDIT SUISSE AG, Cayman Islands Branch,

as a Lender

By: /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Authorized Signatory

By: /s/ Xxxxxx Xxx Xxxxx

Name: Xxxxxx Xxx Xxxxx

Title: Authorized Signatory

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

By: /s/ Xxxx X. Xxx

Name: Xxxx X. Xxx

Title: Vice President

By: /s/ Xxxxxx Xxxxxxxxxx

Name: Xxxxxx Xxxxxxxxxx

Title: Director

Notice Address: 0000 Xxxx Xxxxxxx, Xxxxxxxxxxxx, XX 00000

Attention: Xxxx Xxxxxxxx

Telephone: x0 (000) 000-0000

Facsimile: x0 (000) 000-0000

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

JPMorgan Chase Bank, N.A., as a Lender

By: /s/ Xxxxxxxxx Xxxxxxx

Name: Xxxxxxxxx Xxxxxxx

Title: Authorized officer

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

Mizuho Bank, Ltd., as a Lender

By: /s/ Xxxxxxxx Xxxxx

Name: Xxxxxxxx Xxxxx

Title: Authorized Signatory

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

Royal Bank of Canada, as a Lender

By: /s/ Xxxxx X. York

Name: Xxxxx X. York

Title: Authorized Signatory

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

USB AG, STAMFORD BRANCH, as a Lender

By: /s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Director

By: /s/ Xxxxxxx Xxxx

Name: Xxxxxxx Xxxx

Title: Associate Director

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

Xxxxx Fargo Bank, N.A.,

as a Lender

By: /s/ Xxxx XxXxxxxx

Name: Xxxx XxXxxxxx

Title: Managing Director

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

BNP Paribas, as a Lender

By: /s/ Xxx Xxxxxx ______

Name: Xxx Xxxxxx

Title: Managing Director

By: /s/ Xxxxxx Xxxxxxxxxxxxxx

Name: Xxxxxx Xxxxxxxxxxxxxx

Title: Director

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Authorized Signatory

By: /s/ Xxxxxxx Xxxx

Name: Xxxxxxx Xxxx

Title: Authorized Signatory

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender

By: /s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx

Title: Managing Director

By: /s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Managing Director

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

SUNTRUST BANK, as a Lender

By: /s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: Director

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

COMPASS BANK, as a Lender

By: /s/ Xxxxx Xxxxxxxx

Name: Xxxxx Xxxxxxxx

Title: Senior Vice President

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

ING Capital LLC, as a Lender

By: /s/ Xxxxx Xxxxxxxxx

Name: Xxxxx Xxxxxxxxx

Title: Managing Director

ING Capital LLC, as a Lender

By: /s/ Xxxxxx XxXxxxx

Name: Xxxxxx XxXxxxx

Title: Managing Director

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

Natixis, New York Branch, as a Lender

By: /s/ Xxx Xxxxxxx

Name: Xxx Xxxxxxx

Title: Managing Director

By: /s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Director

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

Sumitomo Mitsui Banking Corporation,

as a Lender

By: /s/ Xxxxx X. Xxxxxxxxx

Name: Xxxxx X. Xxxxxxxxx

Title: Managing Director

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

THE TORONTO-DOMINION BANK,
as a Lender

By: /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Authorized Signatory

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

REGIONS BANK, as a Lender

By: /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Managing Director

Notice Address:

0000 Xx. Xxxxx Xxxxx, Xxx. 000

Xxxxxxx, Xxxxx 00000

Attention: Xxxxxxx Xxxxxxx

Telephone: 000-000-0000

Facsimile: 000-000-0000

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

SOCIETE GENERALE,

as a Lender

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Director

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

XXXXXX XXXXXX, INC., as Borrower

By: /s/ Xxxxxxx X. Xxxxxx

Name: Xxxxxxx X. Xxxxxx
Title: Treasurer

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

GUARANTORS:

COPANO ENERGY, L.L.C.

EL PASO NATURAL GAS COMPANY, L.L.C.

XXXXXX PARTNERS HOLDINGS LLC

XXXXXX XXXXXX CO2 COMPANY, L.P.

By Kinder Xxxxxx X.X., Inc., its general partner

XXXXXX XXXXXX ENERGY PARTNERS, L.P.

By Kinder Xxxxxx X.X., Inc., its general partner

XXXXXX XXXXXX LIQUIDS TERMINALS LLC

XXXXXX XXXXXX OPERATING L.P. “A”

By Kinder Xxxxxx X.X., Inc., its general partner

XXXXXX XXXXXX OPERATING L.P. “C”

By Kinder Xxxxxx X.X., Inc., its general partner

XXXXXX XXXXXX OPERATING L.P. “D”

By Kinder Xxxxxx X.X., Inc., its general partner

XXXXXX XXXXXX PRODUCTION COMPANY LLC

KM LIQUIDS TERMINALS LLC

SOUTHERN NATURAL GAS COMPANY, L.L.C.

TENNESSEE GAS PIPELINE COMPANY, L.L.C.


By:	/s/ Xxxxxxx Xxxxxx

Xxxxxxx Xxxxxx

Vice President

XXXXX X XXXXX, LLC

AMERICAN PETROLEUM TANKERS II LLC

AMERICAN PETROLEUM TANKERS III LLC

AMERICAN PETROLEUM TANKERS IV LLC

AMERICAN PETROLEUM TANKERS IX LLC

AMERICAN PETROLEUM TANKERS LLC

AMERICAN PETROLEUM TANKERS PARENT LLC

AMERICAN PETROLEUM TANKERS V LLC

AMERICAN PETROLEUM TANKERS VI LLC

AMERICAN PETROLEUM TANKERS VII LLC

AMERICAN PETROLEUM TANKERS VIII LLC

AMERICAN PETROLEUM TANKERS X LLC

AMERICAN PETROLEUM TANKERS XI LLC

APT FLORIDA LLC

APT INTERMEDIATE HOLDCO LLC

APT NEW INTERMEDIATE HOLDCO LLC

APT PENNSYLVANIA LLC

APT SUNSHINE STATE LLC

XXXXXX TUG LLC

BEAR CREEK STORAGE COMPANY, L.L.C.

XXXXX XXX LLC

CAMINO REAL GATHERING COMPANY, L.L.C.

CANTERA GAS COMPANY LLC

CDE PIPELINE LLC

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

CENTRAL FLORIDA PIPELINE LLC

CHEYENNE PLAINS GAS PIPELINE COMPANY, L.L.C.

CIG GAS STORAGE COMPANY LLC

CIG PIPELINE SERVICES COMPANY, L.L.C.

COLORADO INTERSTATE GAS COMPANY, L.L.C.

COLORADO INTERSTATE ISSUING CORPORATION

COPANO DOUBLE EAGLE LLC

COPANO ENERGY FINANCE CORPORATION

COPANO ENERGY SERVICES/UPPER GULF COAST LLC

COPANO FIELD SERVICES GP, L.L.C.

COPANO FIELD SERVICES/NORTH TEXAS, L.L.C.

COPANO FIELD SERVICES/SOUTH TEXAS LLC

COPANO FIELD SERVICES/UPPER GULF COAST LLC

COPANO LIBERTY, LLC

COPANO NGL SERVICES (MARKHAM), L.L.C.

COPANO NGL SERVICES LLC

COPANO PIPELINES GROUP, L.L.C.

COPANO PIPELINES/NORTH TEXAS, L.L.C.

COPANO PIPELINES/ROCKY MOUNTAINS, LLC

COPANO PIPELINES/SOUTH TEXAS LLC

COPANO PIPELINES/UPPER GULF COAST LLC

COPANO PROCESSING LLC

COPANO RISK MANAGEMENT LLC

COPANO/XXXX-XXXXX PIPELINE LLC

CPNO SERVICES LLC

DAKOTA BULK TERMINAL, INC.

DELTA TERMINAL SERVICES LLC

EAGLE FORD GATHERING LLC

EL PASO CHEYENNE HOLDINGS, L.L.C.

EL PASO CITRUS HOLDINGS, INC.

EL PASO CNG COMPANY, L.L.C.

EL PASO ENERGY SERVICE COMPANY, L.L.C.

EL PASO LLC

EL PASO MIDSTREAM GROUP LLC

EL PASO NORIC INVESTMENTS III, L.L.C.

EL PASO RUBY HOLDING COMPANY, L.L.C.

EL PASO TENNESSEE PIPELINE CO., L.L.C.

XXXX EXPRESS COMPANY, L.L.C.

XXXX LIQUEFACTION COMPANY, L.L.C.

XXXXXXXXX RIVER TERMINALS LLC

XXXXX X XXXXX, LLC

EP ENERGY HOLDING COMPANY

EP RUBY LLC

EPBGP CONTRACTING SERVICES LLC

EPTP ISSUING CORPORATION

FERNANDINA MARINE CONSTRUCTION MANAGEMENT LLC

XXXXX X. XXXXX, LLC

GENERAL STEVEDORES GP, LLC

GENERAL STEVEDORES HOLDINGS LLC

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

GLENPOOL WEST GATHERING LLC

GLOBAL AMERICAN TERMINALS LLC

HAMPSHIRE LLC

XXXXXX MIDSTREAM LLC

HBM ENVIRONMENTAL, INC.

XXXXXX CRUDE, LLC

XXXXXX PARTNERS FINANCE CORP.

ICPT, L.L.C

INDEPENDENT TRADING & TRANSPORTATION COMPANY I, L.L.C.

J.R. NICHOLLS LLC

JAVELINA TUG LLC

XXXXXXX XXXXXX LLC

JV TANKER CHARTERER LLC

XXXXXX XXXXXX 2-MILE LLC

XXXXXX XXXXXX ADMINISTRATIVE SERVICES TAMPA LLC

XXXXXX XXXXXX ALTAMONT LLC

KINDER XXXXXX XXXXX LLC

XXXXXX XXXXXX ARROW TERMINALS HOLDINGS, INC.

XXXXXX XXXXXX ARROW TERMINALS, L.P.
By Xxxxxx Xxxxxx River Terminals, LLC, its general partner

XXXXXX XXXXXX BALTIMORE TRANSLOAD TERMINAL LLC

XXXXXX XXXXXX BATTLEGROUND OIL LLC

XXXXXX XXXXXX BORDER PIPELINE LLC

XXXXXX XXXXXX BULK TERMINALS LLC

XXXXXX XXXXXX CARBON DIOXIDE TRANSPORTATION COMPANY

XXXXXX XXXXXX COCHIN LLC

XXXXXX XXXXXX COLUMBUS LLC

XXXXXX XXXXXX COMMERCIAL SERVICES LLC

XXXXXX XXXXXX CONTRACTING SERVICES LLC

XXXXXX XXXXXX CRUDE & CONDENSATE LLC

XXXXXX XXXXXX CRUDE OIL PIPELINES LLC

XXXXXX XXXXXX CRUDE TO RAIL LLC

KINDER XXXXXX XXXXXXX LLC

XXXXXX XXXXXX DALLAS FORT WORTH RAIL TERMINAL LLC

XXXXXX XXXXXX ENDEAVOR LLC

XXXXXX XXXXXX EP MIDSTREAM LLC

XXXXXX XXXXXX FINANCE COMPANY LLC

XXXXXX XXXXXX FLEETING LLC

XXXXXX XXXXXX FREEDOM PIPELINE LLC

XXXXXX XXXXXX GALENA PARK WEST LLC

XXXXXX XXXXXX KEYSTONE GAS STORAGE LLC

XXXXXX XXXXXX KMAP LLC

XXXXXX XXXXXX LAS VEGAS LLC

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

KINDER XXXXXX XXXXXX TRANSLOAD TERMINAL LLC

XXXXXX XXXXXX LIQUIDS TERMINALS ST. XXXXXXX LLC

XXXXXX XXXXXX MARINE SERVICES LLC

XXXXXX XXXXXX MATERIALS SERVICES, LLC

XXXXXX XXXXXX MID ATLANTIC MARINE SERVICES LLC

XXXXXX XXXXXX NATGAS O&M LLC

XXXXXX XXXXXX NGL LLC
By Xxxxxx Xxxxxx Operating L.P. “D”
By Kinder Xxxxxx X.X., Inc., its general partner

XXXXXX XXXXXX NGPL HOLDINGS LLC

XXXXXX XXXXXX NORTH TEXAS PIPELINE LLC

XXXXXX XXXXXX OPERATING L.P. “B”
By Kinder Xxxxxx X.X., Inc., its general partner

XXXXXX XXXXXX PECOS LLC

XXXXXX XXXXXX PECOS VALLEY LLC

XXXXXX XXXXXX PETCOKE GP LLC

XXXXXX XXXXXX PETCOKE LP LLC

XXXXXX XXXXXX PETCOKE, L.P.
By Xxxxxx Xxxxxx Petcoke GP LLC, its general partner

XXXXXX XXXXXX PETROLEUM TANKERS LLC

XXXXXX XXXXXX PIPELINE LLC

XXXXXX XXXXXX PORT MANATEE TERMINAL LLC

XXXXXX XXXXXX PORT XXXXXX TERMINAL LLC

XXXXXX XXXXXX PORT TERMINALS USA LLC

XXXXXX XXXXXX RAIL SERVICES LLC

XXXXXX XXXXXX RESOURCES II LLC

XXXXXX XXXXXX RESOURCES III LLC

XXXXXX XXXXXX RESOURCES LLC

XXXXXX XXXXXX RIVER TERMINALS LLC

KINDER XXXXXX XXXXXX CONNECTOR LLC

XXXXXX XXXXXX SEVEN OAKS LLC

XXXXXX XXXXXX SOUTHEAST TERMINALS LLC

XXXXXX XXXXXX TANK STORAGE TERMINALS LLC

KINDER XXXXXX XXXXX PIPELINE LLC

XXXXXX XXXXXX TERMINALS WILMINGTON LLC

XXXXXX XXXXXX TERMINALS, INC.

XXXXXX XXXXXX TEXAS PIPELINE LLC

XXXXXX XXXXXX TEXAS TERMINALS, L.P.
By General Stevedores GP, LLC, its general partner

XXXXXX XXXXXX TRANSMIX COMPANY, LLC

XXXXXX XXXXXX TREATING LP
By KM Treating GP LLC, its general partner

XXXXXX XXXXXX URBAN RENEWAL, L.L.C.

XXXXXX XXXXXX UTICA LLC

XXXXXX XXXXXX VIRGINIA LIQUIDS TERMINALS LLC

XXXXXX XXXXXX WINK PIPELINE LLC

KINDERHAWK FIELD SERVICES LLC

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

XX XXXXX LLC

KM DECATUR, INC.

KM EAGLE GATHERING LLC

KM GATHERING LLC

KM KASKASKIA DOCK LLC

KM NORTH CAHOKIA LAND LLC

KM NORTH CAHOKIA SPECIAL PROJECT LLC

KM NORTH CAHOKIA TERMINAL PROJECT LLC

KM SHIP CHANNEL SERVICES LLC

KM TREATING GP LLC

KM TREATING PRODUCTION LLC

XXXX LLC

KMGP SERVICES COMPANY, INC.

KN TELECOMMUNICATIONS, INC.

KNIGHT POWER COMPANY LLC

LOMITA RAIL TERMINAL LLC

MILWAUKEE BULK TERMINALS LLC

MJR OPERATING LLC

MOJAVE PIPELINE COMPANY, L.L.C.

MOJAVE PIPELINE OPERATING COMPANY, L.L.C.

XX. XXXXXXX LLC

XX. XXXXX LLC

NASSAU TERMINALS LLC

XXXXX XXXX CRANE, LLC

PALMETTO PRODUCTS PIPE LINE LLC

PI 2 PELICAN STATE LLC

XXXXXX DOCK & TRANSPORT LLC

QUEEN CITY TERMINALS LLC

RAHWAY RIVER LAND LLC

RAZORBACK TUG LLC

RCI HOLDINGS, INC.

RIVER TERMINAL PROPERTIES, L.P.
By River Terminals Properties GP LLC, its general partner

RIVER TERMINALS PROPERTIES GP LLC

SCISSORTAIL ENERGY, LLC

SNG PIPELINE SERVICES COMPANY, L.L.C.

SOUTHERN GULF LNG COMPANY, L.L.C.

SOUTHERN LIQUEFACTION COMPANY LLC

SOUTHERN LNG COMPANY, L.L.C.

SOUTHERN NATURAL ISSUING CORPORATION

SOUTHERN OKLAHOMA GATHERING LLC

SOUTHTEX TREATERS LLC

SOUTHWEST FLORIDA PIPELINE LLC

SRT VESSELS LLC

STEVEDORE HOLDINGS, L.P.
By Xxxxxx Xxxxxx Petcoke GP LLC, its general partner

TAJON HOLDINGS, INC.

TEJAS GAS, LLC

TEJAS NATURAL GAS, LLC

TENNESSEE GAS PIPELINE ISSUING CORPORATION

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

TEXAN TUG LLC

TGP PIPELINE SERVICES COMPANY, L.L.C.

TRANS MOUNTAIN PIPELINE (PUGET SOUND) LLC

TRANSCOLORADO GAS TRANSMISSION COMPANY LLC

TRANSLOAD SERVICES, LLC

UTICA MARCELLUS TEXAS PIPELINE LLC

WESTERN PLANT SERVICES, INC.

WYOMING INTERSTATE COMPANY, L.L.C.

By: /s/ Xxxxxxx Xxxxxx

Xxxxxxx Xxxxxx

Vice President

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

Consented to:

BARCLAYS BANK PLC, as
Administrative Agent, Swingline Lender and Issuing Bank

By: /s/ Xxxxxxxx Burn
Name: Xxxxxxxx Burn

Title: Managing Director

CITIBANK, N.A., as Issuing Bank

By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx

Title: Vice President

BANK OF AMERICA, N.A., as Issuing Bank

By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx

Title: Vice President

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Issuing Bank

By: /s/ Xxxx XxXxxxxx
Name: Xxxx XxXxxxxx

Title: Managing Director

JPMORGAN CHASE BANK, N.A., as Issuing Bank

By: /s/ Xxxxxxxxx Xxxxxxx
Name: Xxxxxxxxx Xxxxxxx

Title: Authorized Officer

[Signature Page to New Loan Increase Joinder]

Exhibit 10.3

SCHEDULE A

NEW COMMITMENTS



Lender	New Commitments		Commitments (after giving effect to the Proposed Commitment Increase)
Barclays Bank PLC		$55,833,333.37		$245,833,333.37
Bank of America, N.A.	55,833,333.33		245,833,333.33
The Bank of Nova Scotia	55,833,333.33		245,833,333.33
The Bank of Tokyo-Mitsubishi UFJ Ltd.	55,833,333.33		245,833,333.33
Citibank, N.A.	55,833,333.33		245,833,333.33
Credit Suisse AG, Cayman Islands Branch	55,833,333.33		245,833,333.33
Deutsche Bank AG New York Branch	55,833,333.33		245,833,333.33
JPMorgan Chase Bank, N.A.	55,833,333.33		245,833,333.33
Mizuho Bank, Ltd.	55,833,333.33		245,833,333.33
Royal Bank of Canada	55,833,333.33		245,833,333.33
UBS AG, Stamford Branch	55,833,333.33		245,833,333.33
Xxxxx Fargo Bank, N.A.	55,833,333.33		245,833,333.33
BNP Paribas	40,000,000.00		185,000,000.00
Canadian Imperial Bank of Commerce, New York Branch	40,000,000.00		185,000,000.00
Crédit Agricole Corporate and Investment Bank	40,000,000.00		185,000,000.00
SunTrust Bank	40,000,000.00		185,000,000.00
Compass Bank	25,000,000.00		137,000,000.00
ING Capital LLC	25,000,000.00		137,000,000.00
Natixis, New York Branch	25,000,000.00		137,000,000.00
Sumitomo Mitsui Banking Corporation	25,000,000.00		137,000,000.00
The Toronto-Dominion Bank	25,000,000.00		137,000,000.00
Regions Bank	25,000,000.00		125,000,000.00
Société Générale	20,000,000.00		165,000,000.00
DNB Capital LLC	0.00		190,000,000.00
Xxxxxx Xxxxxxx Bank, N.A.	0.00		73,500,000.00
Xxxxxx Xxxxxxx Senior Funding, Inc.	0.00		71,500,000.00
TOTAL		$1,000,000,000.00		$5,000,000,000.00

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Table of Contents

NEW LOAN INCREASE JOINDER

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