COMMITMENT INCREASE SUPPLEMENT
Exhibit 10.2
This COMMITMENT INCREASE SUPPLEMENT (the “Commitment Increase Supplement”) is made as
of October 24, 2007 by and among TARGA RESOURCES PARTNERS LP, a Delaware limited partnership (the
“Borrower”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the
“Administrative Agent”), Collateral Agent, Swing Line Lender and L/C Issuer and the parties
signatory hereto as the Increasing Lenders (hereinafter defined) and the New Lenders (hereinafter
defined).
RECITALS
Borrower, Administrative Agent, the Swing Line Lender, the L/C Issuer and the Lenders named
therein are parties to that certain Credit Agreement dated as of February 14, 2007 (as otherwise
amended, supplemented, restated, increased, extended, or otherwise modified from time to time, the
“Credit Agreement”). All terms used herein and not otherwise defined shall have the same
meaning given to them in the Credit Agreement.
Pursuant to Section 2.14 of the Credit Agreement, upon notice to the Administrative
Agent, Borrower has the right to cause from time to time an increase in the Aggregate Commitments
by adding to the Credit Agreement, subject to the approval of the Administrative Agent, the L/C
Issuer, and the Swing Line Lender one or more additional Lenders (referred to in Section
2.14(c) of the Credit Agreement as “additional Eligible Assignees”) and referred to herein as
the “New Lenders”), or by allowing one or more Lenders to increase their respective
Commitment (such Lenders being referred to herein as the “Increasing Lenders”), subject to
the limitations contained in such Section 2.14.
AGREEMENT
1. The Borrower and the parties signatory hereto as the Increasing Lenders and as the New
Lenders hereby agree that, from and after the date hereof, the Increasing Lenders and the New
Lenders shall have the respective Commitments as set forth on the attached Supplement to
Schedule 2.01. By its execution and delivery of this Commitment Increase Supplement, each New
Lender hereby assumes all of the rights and obligations of a Lender under the Credit Agreement.
Such Commitments of the New Lenders and the increase in the Commitments of the Increasing Lenders
shall represent an increase in the Aggregate Commitments pursuant to Section 2.14 of the
Credit Agreement.
2. Administrative Agent, Swing Line Lender, L/C Issuer, and Borrower hereby consent to and
approve the Commitment of each New Lender and the increase in the Commitment of each Increasing
Lender, and such resulting increase in the Aggregate Commitments pursuant to Section 2.14
of the Credit Agreement.
3. Each New Lender and each Increasing Lender hereby represents and warrants to the
Administrative Agent, Swing Line Lender and L/C Issuer as follows: (a) it has full power and
authority, and has taken all action necessary, to execute and deliver this Commitment Increase
Supplement, to consummate the transactions contemplated hereby and to become or to
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continue to be a Lender under the Credit Agreement, (b) from and after the Increase Effective
Date (hereinafter defined), it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of its Commitment, shall have the obligations of a Lender thereunder,
and (c) it has received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Commitment Increase Supplement on the basis of which it has made such
analysis and decision independently and without reliance on the Administrative Agent, Swing Line
Lender, L/C Issuer, or any other Lender; and agrees that (1) it will, independently and without
reliance on the Administrative Agent, Swing Line Lender, L/C Issuer 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 Loan Documents, and (2) it will
perform in accordance with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a Lender.
4. This Commitment Increase Supplement shall be effective on the date (the “Increase
Effective Date”) that (i) the Borrower and each New Lender and each Increasing Lender each
execute a counterpart hereof and deliver the same to the Administrative Agent, (ii) the
Administrative Agent, Swing Line Lender, and L/C Issuer execute and deliver a counterpart hereof,
(iii) each of the conditions to the increase in the Aggregate Commitments in Section 2.14
of the Credit Agreement shall have occurred, and (iv) all additional conditions precedent set forth
on the Conditions Precedent Schedule attached hereto have been satisfied. From and after
the Increase Effective Date, each New Lender shall be a “Lender” under the Loan Documents.
5. Upon any increase in the Aggregate Commitments pursuant Section 2.14, the Lenders
have authorized the Administrative Agent and the Borrower to make non-ratable borrowings and
prepayments of the Committed Loans, and if any such prepayment requires the payment of Eurodollar
Rate Loans other than on the last day of the applicable Interest Period, Borrower shall pay any
required amounts pursuant to Section 3.05, in order to keep the outstanding Committed Loans
ratable with any revised Applicable Percentages arising from any nonratable increase in the
Commitments under this Commitment Increase Supplement. On the Increase Effective Date, each New
Lender and each Increasing Lender shall make a Committed Loan for the account of the Borrower to
implement such provisions of Section 2.14 of the Credit Agreement.
6. Borrower (a) represents and warrants that, on and as of the Increase Effective Date, before
and after giving effect to the increase in Aggregate Commitments resulting hereunder, (i) the
representations and warranties contained in Article V of the Credit Agreement and the other
Loan Documents are true and correct in all material respects, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true
and correct in all material respects as of such earlier date, and except that for purposes of this
Commitment Increase Supplement, the representations and warranties contained in subsection (a) of
Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b) of Section 6.01, and (ii) no Default exists, (b) ratifies and confirms
each of the Loan Documents, (c) agrees that all Loan Documents shall apply to the Obligations as
they are or may be increased by this Commitment Increase Supplement, (d) agrees that its
obligations and covenants under each Loan Document are otherwise unimpaired
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hereby and shall remain in full force and effect, and (e) covenants, for the benefit of the
Secured Parties, to cause to be issued, not more than 30 days after the Increase Effective Date (or
such longer period as the Administrative Agent may agree in its discretion), the fully paid title
insurance policies described in clause (e)(ii) of the Conditions Precedent Schedule in
respect of each of the Sterling, Gillis, Acadia and Mertzen plants.
7. This Commitment Increase Supplement may not be amended, changed, waived or modified, except
by a writing executed by the parties hereto.
8. This Commitment Increase Supplement embodies the entire agreement among each New Lender,
each Increasing Lender, the Borrower, L/C Issuer, Swing Line Lender and the Administrative Agent
with respect to the subject matter hereof and supersedes all other prior arrangements and
understandings relating to the subject matter hereof.
9. This Commitment Increase Supplement may be executed in any number of counterparts each of
which shall be deemed to be an original. Each such counterpart shall become effective when
counterparts have been executed by all parties hereto. Delivery of an executed counterpart of this
Commitment Increase Supplement by telecopier shall be effective as delivery of a manually executed
counterpart of this Commitment Increase Supplement.
10. This Commitment Increase Supplement shall be binding upon and inure to the benefit of each
New Lender and each Increasing Lender and the Borrower and its respective successors and permitted
assigns, except that neither party may assign or transfer any of its rights or obligations
hereunder without the prior written consent of the other party.
11. This Commitment Increase Supplement is a Loan Document, as defined in the Loan Agreement,
and is subject to the provisions of the Credit Agreement governing Loan Documents.
12. This Commitment Increase Supplement shall be governed by, and construed in accordance
with, the laws of the State of New York.
If requested by any New Lender or any Increasing Lender, the Borrower shall execute and
deliver to such New Lender or such Increasing Lender, as of the Increase Effective Date, a Note in
the form attached to the Credit Agreement to evidence the Commitment of such New Lender or such
Increasing Lender. If any Increasing Lender which requests a new Note is in possession of an
existing Note in the amount of its Commitment before giving effect to the increase pursuant to this
Commitment Increase Supplement (each an “Existing Note”), such Increasing Lender shall, promptly
after receipt of its new Note, xxxx such Existing Note “cancelled” and return such Existing Note to
the Borrower.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the Administrative Agent, Swing Line Lender, L/C Issuer, Borrower, each
New Lender, and each Increasing Lender have executed this Commitment Increase Supplement as of the
date shown above.
TARGA RESOURCES PARTNERS LP |
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By: | Targa Resources GP LLC, its sole general partner | |||
By: | /s/ Xxxxxx X. Xxxx | |||
Xxxxxx X. Xxxx | ||||
Vice President -- Finance and Treasurer | ||||
BANK OF AMERICA, N.A., as Administrative Agent |
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By: | /s/ Xxxxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxxxx Xxxxx | |||
Title: | Senior Vice President | |||
BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender |
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By: | /s/ Xxxxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxxxx Xxxxx | |||
Title: | Senior Vice President | |||
BANK OF AMERICA, N.A., as an Increasing Lender |
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By: | /s/ Xxxxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxxxx Xxxxx | |||
Title: | Senior Vice President | |||
WACHOVIA BANK, NATIONAL ASSOCIATION, as an Increasing Lender |
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By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Director | |||
XXXXXXX XXXXX CAPITAL, A DIVISION
OF XXXXXXX XXXXX BUSINESS FINANCIAL SERVICES INC., as an Increasing Lender |
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By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Vice President | |||
ROYAL BANK OF CANADA, as an Increasing Lender |
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By: | /s/ Xxxxx X. XxXxxxxxx | |||
Name: | Xxxxx X. XxXxxxxxx | |||
Title: | Authorized Signatory | |||
THE ROYAL BANK OF SCOTLAND PLC, as an Increasing Lender |
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By: | /s/ Xxxxxxx Main | |||
Name: | Xxxxxxx Main | |||
Title: | Managing Director | |||
BNP PARIBAS, as an Increasing Lender |
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By: | /s/ Xxxxxxx Xxxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxxxx | |||
Title: | Vice President | |||
By: | /s/ Xxxx Xxxxxxxx | |||
Name: | Xxxx Xxxxxxxx | |||
Title: | Vice President |
ABN AMRO BANK N.V., as an Increasing Lender |
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By: | /s/ Xxxx X. Xxxx | |||
Name: | Xxxx X. Xxxx | |||
Title: | Director | |||
By: | /s/ M. Xxxxx Xxxx | |||
Name: | M. Xxxxx Xxxx | |||
Title: | Vice President |
THE BANK OF NOVA SCOTIA, as an Increasing Lender |
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By: | /s/ X. Xxxxxx | |||
Name: | X. Xxxxxx | |||
Title: | Director | |||
CITIBANK, N.A., as an Increasing Lender |
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By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | Attorney-in-Fact | |||
AMEGY BANK NATIONAL
ASSOCIATION, as an Increasing Lender |
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By: | /s/ W. Xxxxx Xxxxxxx | |||
Name: | W. Xxxxx Xxxxxxx | |||
Title: | Senior Vice President | |||
COMPASS BANK, as an Increasing Lender |
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By: | /s/ Xxxxxxxx X. Xxxxxxx | |||
Name: | Xxxxxxxx X. Xxxxxxx | |||
Title: | Vice President | |||
U.S. BANK NATIONAL ASSOCIATION, as an Increasing Lender |
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By: | /s/ Xxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxxx | |||
Title: | Vice President | |||
FORTIS CAPITAL CORP., as an Increasing Lender |
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By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Managing Director | |||
By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Director |
JPMORGAN CHASE BANK, N.A., as an Increasing Lender |
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By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Vice President | |||
COMERICA BANK, as an Increasing Lender |
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By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Assistant Vice President | |||
GUARANTY BANK, as an Increasing Lender |
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By: | /s/ Xxx X. Xxxxxxxx | |||
Name: | Xxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
NATIXIS, as an Increasing Lender |
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By: | /s/ Xxxxxxx Xxxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxxxx | |||
Title: | Managing Director | |||
By: | /s/ Xxxxx X. Xxxxxxx, III | |||
Name: | Xxxxx X. Xxxxxxx, III | |||
Title: | Managing Director |
UBS LOAN FINANCE LLC, as an Increasing Lender |
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By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Associate Director | |||
By: | /s/ Xxxx X. Xxxx | |||
Name: | Xxxx X. Xxxx | |||
Title: | Associate Director |
XXXXXX BROTHERS COMMERCIAL
BANK, as an Increasing Lender |
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By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | Chief Credit Officer | |||
CREDIT SUISSE, as an Increasing Lender |
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By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | Managing Director | |||
By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | Associate |
XXXXXXX XXXXX CREDIT PARTNERS
L.P., as an Increasing Lender |
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By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Authorized Signatory | |||
XXXXXXX XXXXX BANK, FSB, as a New Lender |
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By: | /s/ Xxxxxxx XxXxxxxx | |||
Name: | Xxxxxxx XxXxxxxx | |||
Title: | Vice President | |||
DEUTSCHE BANK TRUST COMPANY AMERICAS, as a New Lender |
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By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Vice President | |||
By: | /s/ Xxxx Xxxxxxxxx | |||
Name: | Xxxx Xxxxxxxxx | |||
Title: | Vice President | |||
SUPPLEMENT TO SCHEDULE 2.01
OF THE CREDIT AGREEMENT
OF THE CREDIT AGREEMENT
Existing | New | Amount of | ||||||||||
Commitment | Commitment | Commitment | ||||||||||
Lender | Amount | Amount | Increase | |||||||||
Bank of America, N.A. |
$ | 29,750,000 | $ | 42,500,000 | $ | 12,750,000 | ||||||
Wachovia Bank, National Association |
$ | 29,750,000 | $ | 42,500,000 | $ | 12,750,000 | ||||||
Royal Bank of Canada |
$ | 29,500,000 | $ | 42,000,000 | $ | 12,500,000 | ||||||
The Royal Bank of Scotland PLC |
$ | 29,500,000 | $ | 42,000,000 | $ | 12,500,000 | ||||||
Xxxxxxx Xxxxx Capital, a division
of Xxxxxxx Xxxxx Business Financial
Services Inc. |
$ | 29,500,000 | $ | 40,000,000 | $ | 10,500,000 | ||||||
The Bank of Nova Scotia |
$ | 29,000,000 | $ | 35,000,000 | $ | 6,000,000 | ||||||
ABN AMRO Bank N.V. |
$ | 25,000,000 | $ | 35,000,000 | $ | 10,000,000 | ||||||
BNP Paribas |
$ | 25,000,000 | $ | 35,000,000 | $ | 10,000,000 | ||||||
Compass Bank |
$ | 19,000,000 | $ | 35,000,000 | $ | 16,000,000 | ||||||
Citibank, N.A. |
$ | 19,000,000 | $ | 35,000,000 | $ | 16,000,000 | ||||||
JPMorgan Chase Bank, N.A. |
$ | 19,000,000 | $ | 25,000,000 | $ | 6,000,000 | ||||||
Amegy Bank National Association |
$ | 19,000,000 | $ | 25,000,000 | $ | 6,000,000 | ||||||
Guaranty Bank |
$ | 19,000,000 | $ | 25,000,000 | $ | 6,000,000 | ||||||
U.S. Bank National Association |
$ | 19,000,000 | $ | 25,000,000 | $ | 6,000,000 | ||||||
Comerica Bank |
$ | 19,000,000 | $ | 25,000,000 | $ | 6,000,000 | ||||||
Fortis Capital Corp. |
$ | 19,000,000 | $ | 25,000,000 | $ | 6,000,000 | ||||||
Natixis |
$ | 15,000,000 | $ | 22,000,000 | $ | 7,000,000 | ||||||
UBS Loan Finance LLC |
$ | 14,000,000 | $ | 25,000,000 | $ | 11,000,000 | ||||||
Credit Suisse |
$ | 14,000,000 | $ | 25,000,000 | $ | 11,000,000 | ||||||
Xxxxxxx Xxxxx Credit Partners L.P. |
$ | 14,000,000 | $ | 25,000,000 | $ | 11,000,000 | ||||||
Xxxxxx Brothers Commercial Bank |
$ | 14,000,000 | $ | 19,000,000 | $ | 5,000,000 | ||||||
Deutsche Bank Trust Company Americas |
— | $ | 25,000,000 | $ | 25,000,000 | |||||||
Xxxxxxx Xxxxx Bank, FSB |
— | $ | 25,000,000 | $ | 25,000,000 | |||||||
TOTAL |
$ | 250,000,000 |
CONSENT AND AGREEMENT
October __, 2007
October __, 2007
The undersigned Guarantors each hereby consents to the provisions of this Commitment Increase
Supplement and the transactions contemplated herein and hereby ratifies and confirms each of the
Loan Documents to which it is a party, and, without limiting the foregoing, agree that such Loan
Documents shall apply to the Obligations as they are or may be increased by this Commitment
Increase Supplement and that its obligations and covenants under such Loan Documents are otherwise
unimpaired hereby and shall remain in full force and effect.
TARGA RESOURCES OPERATING LP |
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By: | Targa Resources Operating GP LLC, its sole general partner |
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By: | /s/ Xxxxxx X. Xxxx | |||
Xxxxxx X. Xxxx | ||||
Vice President — Finance and Treasurer | ||||
TARGA RESOURCES OPERATING GP LLC |
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By: | /s/ Xxxxxx X. Xxxx | |||
Xxxxxx X. Xxxx | ||||
Vice President — Finance and Treasurer | ||||
TARGA NORTH TEXAS LP |
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By: | Targa North Texas GP LLC, its sole general partner |
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By: | /s/ Xxxxxx X. Xxxx | |||
Xxxxxx X. Xxxx | ||||
Vice President — Finance and Treasurer |
TARGA NORTH TEXAS GP LLC |
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By: | /s/ Xxxxxx X. Xxxx | |||
Xxxxxx X. Xxxx | ||||
Vice President — Finance and Treasurer | ||||
TARGA INTRASTATE PIPELINE LLC |
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By: | /s/ Xxxxxx X. Xxxx | |||
Xxxxxx X. Xxxx | ||||
Vice President — Finance and Treasurer | ||||
Address of each Guarantor:
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Vice President — Finance
Telephone: 000.000.0000
Telecopier: 713.584.1523
Xxxxxxx, Xxxxx 00000
Attention: Vice President — Finance
Telephone: 000.000.0000
Telecopier: 713.584.1523
Conditions Precedent Schedule
1. The Borrower shall have delivered to the Administrative Agent, in form reasonably satisfactory
to the Administrative Agent:
(a) a certificate of the Borrower that (i) all conditions precedent to the acquisition by the Borrower of Targa Resources Texas GP LLC, Targa Texas Field Services LP and Targa Louisiana Field Services LLC (the “Acquired Companies”) pursuant to the Purchase and Sale Agreement dated September 18, 2007 with Targa Resources, Inc. (the “Purchase and Sale Agreement”) shall have been satisfied or waived (in compliance with (iii) below), (ii) that closing and funding of such acquisition by the Borrower of the Acquired Companies shall be consummated on a substantially contemporaneous basis with the delivery of such certificate and (iii) there have been no material alterations, amendments or changes in the Purchase and Sale Agreement or other agreements, instruments and documents relating to the acquisition of the Acquired Companies, and no material condition contained in the Purchase and Sale Agreement or such other agreements, instruments and documents shall have been waived without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). | ||
(b) releases in respect of all existing Liens on the Equity Interests and the assets of the Acquired Companies other than Liens permitted under Section 7.01 of the Credit Agreement; | ||
(c) Guaranty Supplement executed by each of Targa Resources Texas GP LLC, Targa Texas Field Services LP, Targa Louisiana Field Services LLC and Targa Louisiana Intrastate LLC; | ||
(d) Security Documents satisfactory for the creation and perfection of valid first priority Liens (subject to Liens permitted by Section 7.01 of the Credit Agreement) on and security interests in the Equity Interests and the assets of the Acquired Companies to secure the Obligations under the Credit Agreement; | ||
(e) in respect of each of the Sterling, Gillis, Acadia and Mertzen plants (i) title commitments or other evidence satisfactory to the Administrative Agent of satisfactory title thereto, and (ii) no more than 30 days after the Increase Effective Date (or such longer period as the Administrative Agent may agree in its discretion), a fully paid title insurance policy in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent and Collateral Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent and Collateral Agent, insuring the Mortgage in respect of such property to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable; |
(f) a favorable opinion of (i) Xxxxxxxxx & Xxxxxxxx LLP., New York and Texas counsel to the Loan Parties, and (ii) Schully Xxxxxxx Xxxxxxxx & Xxxxxx, Louisiana counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters as the Administrative Agent may reasonably request; | ||
(g) a certificate of the Secretary of each Loan Party certifying (i) true and correct copies of the resolutions adopted by each Loan Party approving or consenting to such increase, and such resolutions have not been amended, altered or repealed and are in effect on the date hereof; (ii) that none of the incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent has previously required evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Security Documents to which such Loan Party is a party have been amended since they were delivered, and (iii) that the execution and delivery of the Security Documents has been duly authorized; and | ||
(h) such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification. |
2. The receipt by the Borrower of additional equity investments to fund the purchase of the
Acquired Companies of at least $345,000,000 (prior to deduction of customary issuance costs and
expenses);
3. The purchase price for the Acquired Companies, as adjusted pursuant to the Purchase and Sale
Agreement, shall not exceed $735,000,000; and
4. The Borrower shall have paid all fees required to be paid to Administrative Agent in connection
with the Commitment Increase Supplement and all other fees and reimbursements to be paid pursuant
to any Loan Documents, including fees and disbursements of Administrative Agent’s attorneys to the
extent invoiced prior to the Increase Effective Date.