EXHIBIT 10.5
EXECUTION COPY
FIRST AMENDMENT TO PLEDGE AGREEMENT
This First Amendment dated as of October 31, 2002 (this "Amendment") to
the Pledge Agreement dated as of July 31, 2002 (as amended and modified from
time to time, the "Pledge Agreement"), is among The Xxxxxxxx Companies, Inc., a
Delaware corporation (the "Company"), and each of its Subsidiaries which is or
which subsequently becomes a party to the Pledge Agreement (together, with the
Company, the "Pledgors"), in favor of Citibank, N.A., as collateral trustee
("Collateral Trustee") for the benefit of the holders of the Secured
Obligations. All capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to such terms in the Pledge Agreement.
WITNESSETH:
WHEREAS, the parties hereto have agreed to amend certain provisions of
the Pledge Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the
Pledge Agreement is hereby amended as follows:
1. Amendments.
(a) Pursuant to the terms of those two certain Consent and Waivers each
dated as of September 20, 2002, by and among the Company and the other
signatories thereto, the Pledge Agreement was amended to (i) remove
Xxxxxxxx Field Services - Gulf Coast Company, L.P. ("WFS") as an
Obligor, (ii) acknowledge that the equity interests held by WFS
Enterprises, Inc., and Xxxxxxxx Field Services Company in WFS were
erroneously pledged, (iii) add Xxxxxxxx Gulf Coast Gathering Company,
LLC ("Gathering") as an Obligor and (iv) add North Padre Island
Spindown, Inc. as a Pledgor of its equity interest in Gathering.
Pursuant to this Amendment, Xxxxxxxx XX LLC; Xxxxxxxx Petroleum
Services, LLC; Longhorn Enterprises of Texas, Inc.; and WFS Gathering
Company, L.L.C. are added as Pledgors, and the following additional
parties are added as Obligors: WFS - Pipeline Company; WFS Gathering
Company, L.L.C.; Xxxxxxxx Field Services - Matagorda Offshore Company,
LLC; Xxxxxxxx Gas Processing - Mid Continent Region Company; WFS-OCS
Gathering Co.; HI-BOL Pipeline Company; Xxxxxx Gathering Company,
L.L.C.; Xxxxxxxx Petroleum Services, LLC; Longhorn Enterprises of
Texas, Inc.; and NewGP (as defined in the L/C Credit Agreement
(hereafter defined)).
(b) Section 1(b) of the Pledge Agreement is hereby amended by deleting
such Section and replacing it in its entirety with the following:
(b) all shares of capital stock, general and limited
partnership interests, limited liability company interests,
trust interests, joint venture interests, ownership rights
arising under the law of any jurisdiction, and any evidence of
the foregoing, together with any property and rights
derivative thereof, acquired, received or owned by any Pledgor
(other than those acquired, received or owned in anticipation
of a divestiture permitted by Section 5.1(h) of the L/C Credit
Agreement and Section 5.01(h) of the Multiyear Xxxxxxxx Credit
Agreement), which, after the date of this Agreement, becomes,
as a result of any occurrence, a Subsidiary of any Pledgor or
of the Company and which Subsidiary is engaged in the
Midstream Business or owns Midstream Assets;
(c) The definition of "Pledged Shares" set forth in Section 1 of the
Pledge Agreement is hereby amended by deleting the word "shares" in the
first line of such definition and inserting the following phrase before
the words "described in Schedule I":
"shares of capital stock, general and limited partnership
interests, limited liability company interests, trust
interests, joint venture interests, ownership rights arising
under the law of any jurisdiction and any evidence of the
foregoing, together with any property and rights derivative
thereof, all of the foregoing as".
(d) The following sentence shall be added to the end of Section 1 of
the Pledge Agreement:
"Notwithstanding the grant of a security interest set forth
above in this Section 1, Excluded Equity Interests (as defined
in the L/C Credit Agreement and the Multiyear Xxxxxxxx Credit
Agreement) shall not constitute Pledged Collateral under this
Agreement."
(e) Section 4(k) and (l) of the Pledge Agreement are hereby amended by
deleting such Sections and replacing them in their entirety with the
following:
(k) Such Pledgor will (i) cause each issuer of shares of stock
comprising Pledged Collateral not to issue any stock or other
securities in addition to or in substitution for the shares of
stock comprising the Pledged Collateral issued by such issuer,
except for stock and other securities issued to such Pledgor
or another Pledgor and subject to this Agreement, (ii) pledge
hereunder, promptly upon its acquisition (directly or
indirectly) thereof, any and all additional shares of stock or
other securities of each issuer of Pledged Collateral, and
(iii) pledge hereunder, promptly upon its acquisition
(directly or indirectly) thereof, any and all shares of stock
or other equity interest covered by Section 1(b) hereof.
Notwithstanding anything to the contrary in this Section 4(k),
this section shall not restrict or limit in any way the
ability of Xxxxxxxx Energy Partners L.P. or NewGP or their
respective subsidiaries to issue stock or other equity
interest.
(l) Each Pledgor agrees that it (i) shall not sell,
assign, transfer, pledge, mortgage, hypothecate, dispose of or
encumber, or grant any option or warrant or Lien or right with
respect to, or permit any Liens to arise with respect to, the
Pledged Collateral, any of its rights in or to the Pledged
Collateral and any portion thereof, except for the pledge
thereof provided for in this Agreement, and
(ii) except as permitted under Sections 5.1(d), 5.2(d) and
5.2(f) of the L/C Credit Agreement and Sections 5.01(d),
5.02(c) and 5.02(f) of the Multiyear Xxxxxxxx Credit
Agreement, shall not permit any issuer of shares of stock
comprising Pledged Collateral to terminate its corporate
existence, to be a party to any merger or consolidation, or to
sell, lease or dispose of all or substantially all of its
assets and properties in a single transaction or series of
related transactions.
(e) The following paragraph is hereby added to the end of Section 4
after the last lettered paragraph:
Notwithstanding anything to the contrary in Section 4
of this Pledge Agreement, (i) the Pledgors shall not be
restricted from completing or permitting any dispositions that
can be completed without violating any of the following
provisions: Sections 5.2(e) and 5.2(f) of the L/C Credit
Agreement, and Sections 5.02(f) and 5.02(l) of the Multiyear
Xxxxxxxx Credit Agreement, and (ii) the existence of Permitted
Liens (other than the Permitted Liens described in Schedule
III Paragraphs y, gg, and jj from the L/C Credit Agreement and
Schedule VI Paragraphs y, gg, and jj from the Multiyear
Xxxxxxxx Credit Agreement) shall not be a violation of any
representations, warranties or covenants set forth in Section
4 of this Pledge Agreement.
(f) The first phrase of Section 6(a) which currently reads as follows:
"(a) So long as no default or event of default, however denominated,
under any Credit Document (an "Event of Default") has occurred:" is
hereby amended by deleting such phrase and replacing it in its entirety
with the following:
(a) The Pledgors shall have the rights described in
(i), (ii) and (iii) below until (x) a default or event of
default, however denominated, under any Credit Document (an
"Event of Default") has occurred, and (y) the notice
requirement in Section 6(b) has been complied with.
(g) Paragraph (a) of Section 19 of the Pledge Agreement is hereby
amended by deleting such paragraph and replacing it in its entirety
with the following:
(a) This Agreement shall be governed by and construed
in accordance with the laws of the State of New York. All
capitalized terms that are used but not defined herein shall
have the meanings ascribed to such terms in that certain
Amended and Restated Credit Agreement dated as of October 31,
2002 (as amended, modified, supplemented or restated from time
to time, the "L/C Credit Agreement"), by and among the
Company, Citicorp USA, Inc., as agent and collateral agent,
Bank of America N. A. as syndication agent, Citibank, N.A.,
The Bank of Nova Scotia and Bank of America N.A. as issuing
xxxxx, Xxxxxxx Xxxxx Xxxxxx Inc. as Arranger, and the banks
named therein; provided, however that any subsequent
modification of a definition made pursuant to an amendment,
modification, supplement or
restatement of the L/C Credit Agreement shall not apply to
this Agreement unless a conforming modification of such
definition is simultaneously made pursuant to an amendment,
modification, supplement or restatement of the Multiyear
Xxxxxxxx Credit Agreement. Unless otherwise defined herein or
in the L/C Credit Agreement, the terms defined in Articles 8
and 9 of the New York UCC are used herein as therein defined.
(h) Section 24 of the Pledge Agreement is hereby amended by deleting
such Section and replacing it in its entirety with the following:
24. Incorporated Definitions and Provisions. All
defined terms and other provisions (including, without
limitation, the amendment provisions), that are incorporated
into this Pledge Agreement by reference to other agreements or
statutes shall incorporate into this Pledge Agreement the
provisions of such other agreements and statutes that exist as
of the date hereof; however, such provisions shall be
automatically modified herein by any amendment or modification
that takes place after the date hereof in such other
referenced agreements or statutes; subject to the following
limitations: (a) no such amendment or modification (of an
above referenced agreement) shall be effective with respect to
this Pledge Agreement until Collateral Trustee shall have
received a copy of such amendment or modification and (b) no
provision of any such amendment or modification of an above
referenced agreement that imposes any additional liability,
obligation or adverse effect on the Collateral Trustee shall
be effective with respect to this Pledge Agreement unless the
Collateral Trustee has executed a written consent to such
provision or to the amendment or modification in which such
provision is set forth.
(i) The following Section 25 is hereby added to the Pledge Agreement:
25. Joinder. Pursuant to the terms of the Credit
Documents certain Subsidiaries (hereafter referred to as the
"Joining Subsidiaries") may desire to or be required to join
this Pledge Agreement as Pledgors or Obligors. In connection
with any such joinder the Joining Subsidiary shall cause to be
executed and delivered (a) a joinder agreement substantially
in the form of the joinder agreement attached hereto as
Schedule VI and (b) authorization documentation, corporate
documentation, perfection documentation and opinion letters
reasonably satisfactory to the Collateral Trustee reflecting
the status of such Joining Subsidiary and the enforceability
of such agreements with respect to such Joining Subsidiary;
provided, however, that the Collateral Trustee shall have no
obligations with respect to the additional Pledged Collateral
that results from the addition of a Joining Subsidiary as a
Pledgor or Obligor pursuant to this Pledge Agreement prior to
the delivery of such additional Pledged Collateral, and
Collateral Trustee shall have no duty to solicit the delivery
of any Pledged Collateral from any Pledgor.
(j) Schedule I to Pledge Agreement is hereby amended and restated in
its entirety and replaced with Schedule I attached hereto.
(k) Schedule II to Pledge Agreement is hereby amended and restated in
its entirety and replaced with Schedule II attached hereto.
(l) A new Schedule VI to the Pledge Agreement is hereby added which is
the document attached as Schedule VI hereto.
2. Acknowledgement. Xxxxxxxx Alaska Air Cargo Properties, L.L.C. hereby
acknowledges that it is a Pledgor and original signatory to the Pledge Agreement
effective as of July 31, 2002.
3. Conditions to Effectiveness. This Amendment shall be deemed effective (the
"Effective Date") upon the satisfaction of the conditions precedent as set out
in Section 3.1 of that certain Amended and Restated Credit Agreement dated as of
October 31, 2002, among the Company and the Financial Institutions named
therein, without giving effect to the terms of Section 3.3; provided, however,
that the Collateral Trustee shall have no obligations with respect to the
additional Pledged Collateral that results from the addition of Pledgors or
Obligors as parties to the Pledge Agreement pursuant to this Amendment prior to
the delivery of such additional Pledged Collateral, and the Collateral Trustee
shall have no duty to solicit the delivery of any Pledged Collateral from any
Pledgor or Obligor. Notwithstanding anything to the contrary herein, any
provision or portion of a provision in this Amendment that is or is determined
to be a release of Pledged Collateral shall not be effective to release such
Pledged Collateral until the Collateral Trustee has received satisfactory
documentation that such release of Pledged Collateral is permitted by or has
been properly approved in accordance with the terms of the Collateral Trust
Agreement.
2. Governing Law. This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York.
3. Reference to and Effect on the Pledge Agreement. The amendments set forth
herein are limited precisely as written and shall not be deemed to be a consent
or waiver to, or modification of any other term or condition in the Pledge
Agreement or any of the documents referred to therein. Except as expressly
amended and consented hereby, the terms and conditions of the Pledge Agreement
shall continue in full force and effect, and as amended hereby, the Pledge
Agreement is ratified and confirmed in all respects. On and after the Effective
Date, the Pledge Agreement shall be deemed to mean the Pledge Agreement as
amended hereby and all references to the Pledge Agreement shall be deemed to
refer to the Pledge Agreement as amended hereby.
4. Counterparts. This Amendment may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same agreement.
Schedule I: Schedule I to Pledge Agreement
Schedule II: Schedule II to Pledge Agreement
Schedule VI: Form of Joinder Agreement
IN WITNESS WHEREOF, the parties hereto, acting through their duly
authorized representatives, have caused this Amendment to be signed in their
respective names.
THE XXXXXXXX COMPANIES, INC.,
as Pledgor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Treasurer
XXXXXXXX REFINING & MARKETING, L.L.C.,
as Pledgor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX PETROLEUM SERVICES, LLC,
as Pledgor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
XXXXXXXX PETROLEUM PIPELINE SYSTEMS,
INC., as Pledgor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
XXXXXXXX OLEFINS, L.L.C., as Pledgor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX NATURAL GAS LIQUIDS, INC..
as Pledgor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX MIDSTREAM NATURAL GAS LIQUIDS,
INC., as Pledgor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX MERCHANT SERVICES COMPANY,
INC., as Pledgor
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
XXXXXXXX XX, LLC, as Pledgor
By: /s/ Xxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxxxxxx
Title: President and Chief
Executive Officer
XXXXXXXX FIELD SERVICES GROUP, INC.,
as Pledgor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX EXPRESS, INC. (a Delaware corporation),
as Pledgor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
XXXXXXXX ENERGY SERVICES, LLC,
as Pledgor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX ENERGY MARKETING & TRADING
COMPANY, as Pledgor
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
XXXXXXXX BIO-ENERGY, L.L.C.,
as Pledgor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX ALASKA PETROLEUM, INC.,
as Pledgor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
XXXXXXXX ALASKA AIR CARGO PROPERTIES,
L.L.C., as Pledgor
By: XXXXXXXX ALASKA PETROLEUM, INC.
its sole member
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
WFS-NGL PIPELINE COMPANY, INC.,
as Pledgor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
WFS-LIQUIDS COMPANY, as Pledgor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
WFS GATHERING COMPANY, L.L.C.,
as Pledgor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
NORTH PADRE ISLAND SPINDOWN, INC.,
as Pledgor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
MAPCO INC. , as Pledgor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
LONGHORN ENTERPRISES OF TEXAS, INC.,
as Pledgor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
XXXXXX PIPELINE COMPANY,
AS PLEDGOR
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX ENERGY SERVICES, LLC,
as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
HI-BOL PIPELINE COMPANY, as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXX GATHERING COMPANY, L.L.C.,
as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
GAS SUPPLY, L.L.C., as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
BLACK MARLIN PIPELINE COMPANY.
as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
MAPCO INC. , as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
LONGHORN ENTERPRISES OF TEXAS, INC.,
as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
XXXXXX PIPELINE COMPANY,
AS OBLIGOR
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
MEMPHIS GENERATION, L.L.C., as Obligor
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
MAPL INVESTMENTS, INC. as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
NORTH PADRE ISLAND SPINDOWN, INC.,
as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
WFS ENTERPRISES, INC., as Obligor
By: /s/ Xxxx Xxxx Xxxxxxx
-----------------------------------------
Name: Xxxx Xxxx Xxxxxxx
Title: Treasurer
WFS - PIPELINE COMPANY, as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
WFS - OCS GATHERING CO., as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
WFS-NGL PIPELINE COMPANY, INC.,
as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
WFS-LIQUIDS COMPANY, as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
WFS GATHERING COMPANY, L.L.C.,
as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
WFS-OFFSHORE GATHERING COMPANY, as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX ALASKA PETROLEUM, INC.,
as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
XXXXXXXX ALASKA AIR CARGO PROPERTIES,
L.L.C., as Obligor
By: XXXXXXXX ALASKA PETROLEUM, INC.
its sole member
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
XXXXXXXX FIELD SERVICES - MATAGORDA
OFFSHORE COMPANY, LLC, as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX GULF COAST GATHERING COMPANY,
LLC, as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX MID-SOUTH PIPELINES, LLC,
as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
WORTHINGTON GENERATION, L.L.C.,
as Obligor
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
XXXXXXXX ALASKA PIPELINE COMPANY,
L.L.C., as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
XXXXXXXX BIO-ENERGY, L.L.C.,
as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX ETHANOL SERVICES, INC.,
as Obligor
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Treasurer
XXXXXXXX EXPRESS INC. (an Alaska corporation),
as Obligor
By: /s/ Xxxxx X. Xxxx
----------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
XXXXXXXX EXPRESS, INC. (a Delaware corporation),
as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
XXXXXXXX FIELD SERVICES COMPANY,
as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX FIELD SERVICES GROUP, INC.,
as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX GAS PROCESSING - MID-CONTINENT
REGION COMPANY, as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX GAS PROCESSING - WAMSUTTER
COMPANY, as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX GAS PROCESSING COMPANY,
as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX GENERATING MEMPHIS, LLC.
as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX XX, LLC, as Obligor
By: /s/ Xxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxxxxxx
Title: President and Chief
Executive Officer
XXXXXXXX MEMPHIS TERMINAL, INC.,
as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX MERCHANT SERVICES COMPANY,
INC., as Obligor
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
XXXXXXXX MIDSTREAM NATURAL GAS LIQUIDS,
INC., as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX NATURAL GAS LIQUIDS, INC..
as Obligor
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX OLEFINS FEEDSTOCK PIPELINES,
L.L.C., as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX OLEFINS, L.L.C., as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX PETROLEUM PIPELINE SYSTEMS,
INC., as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
XXXXXXXX PETROLEUM SERVICES, LLC,
as Obligor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
XXXXXXXX PRODUCTION COMPANY, L.L.C.,
as Obligor
By: /s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
XXXXXXXX REFINING & MARKETING, L.L.C.,
as Obligor
By: /s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
WEG GP LLC, as Obligor
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
CITIBANK, N.A., as Collateral Trustee
By: /s/ Xxxxxxx Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
AGENT AND COLLATERAL AGENT
CITICORP USA, INC., as Agent and Collateral Agent
By /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
BANKS AND ISSUING BANKS:
CITIBANK N.A., as Issuing Bank
By /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
CITICORP USA, INC.
By /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA, as Canadian
Issuing Bank and Bank
By:
Name:
Title:
BANK OF AMERICA N.A., as Issuing Bank and Bank
By: /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Managing Director
XX XXXXXX XXXXX BANK
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice President
XXXXXXX XXXXX CAPITAL CORP.
By: /s/ Xxxxx X.X. Xxxxxx
Name: Xxxxx X.X. Xxxxxx
Title: Vice President
XXXXXX COMMERCIAL PAPER INC.
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Authorized Signatory
Each of the entities reflected on the following pages is executing this
Amendment as a Financial Institution party to the First Amended and Restated
Credit Agreement, doted as of October 31, 2002, among the Company, Northwest
Pipeline Corporation, Transcontinental Gas Pipeline Corporation, Texas Gas
Transmission and the Financial Institutions named therein:
AGENT:
CITICORP, USA, INC., as Agent
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
CO-SYNDICATION AGENTS:
JPMORGAN CHASE BANK
(formerly known as
THE CHASE MANHATTAN BANK), as Co-Syndication Agent
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
COMMERZBANK AG,
as Co-Syndication Agent
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Vice Pres. and Manager
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
DOCUMENTATION AGENT:
CREDIT LYONNAIS NEW YORK BRANCH
as Documentation Agent
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice President
BANKS:
CITIBANK, USA, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ X. Xxxx
Name: X. Xxxx
Title: Senior Manager
BANK OF AMERICA, N.A.
By: /s/ Xxxxxx X. Xxx
Name: Xxxxxx X. Xxx
Title: Vice President
BANK ONE, N.A. (MAIN OFFICE - CHICAGO)
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Director
JPMORGAN CHASE BANK
(formerly known as
THE CHASE MANHATTAN BANK)
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
COMMERZBANK AG
NEW YORK AND GRAND CAYMAN BRANCHES
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
By: /s/ W. Xxxxx Xxxxxxx
Name: W. Xxxxx Xxxxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Olivier Audermard
Name: Olivier Audermard
Title: Senior V.P.
NATIONAL WESTMINSTER BANK PLC NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
ABN AMRO BANK, N.V.
By: /s/ Xxxxx X. Xxxxx, Xx.
Name: Xxxxx X. Xxxxx, Xx.
Title: Group Vice President
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
BANK OF MONTREAL
By: /s/ Xxxx Xxx Xxxxx
Name: Xxxx Xxx Xxxxx
Title: Director
Bank of Montreal
THE BANK OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
BARCLAYS BANK PLC
By: /s/ Xxxxxxxx X. Xxxx
Name: Xxxxxxxx X. Xxxx
Title: Director
Loan Transaction Management
CIBC INC.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Managing Director
CIBC World Markets Corp., As Agent
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxx X. Xxxxx /s/ Xxx X. Xxxxxx
Name: Xxxxx X. Xxxxx Xxx X. Xxxxxx
Title: Director Associate
ROYAL BANK OF CANADA
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Manager
THE BANK OF TOKYO-MITSUBISHI, LTD., HOUSTON AGENCY
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Vice President and Manager
By: /s/ Xxx Fort
Name: Xxx Fort
Title: Vice President
FLEET NATIONAL BANK
f/k/a Bank Boston, N.A.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Authorized Officer
SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ J. Xxxxxxx XxXxxxxx, Xx.
Name: J. Xxxxxxx XxXxxxxx, Xx.
Title: Managing Director
TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Vice President
UBS AG, STAMFORD BRANCH
By: /s/ Xxxxx Xxxxx
Name: Director
Title: Recovery Management
XXXXX FARGO BANK TEXAS, N.A.
By: /s/ J. Xxxx Xxxxxxxxx
Name: J. Xxxx Xxxxxxxxx
Title: Vice President
WESTLB AG, NEW YORK BRANCH
By: /s/ Xxxxxxxxx Bettnell Xxxxxx X. Xxxxxxxxx
Name: Xxxxxxxxx Bettnell Xxxxxx X. Xxxxxxxxx
Title: Managing Director Director
Credit Department
CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President
SUNTRUST BANK
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Director
ARAB BANKING CORPORATION (B.S.C.)
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Deputy General Manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: VP Head of Credit
BANK OF CHINA, NEW YORK BRANCH
By:
Name:
Title:
BANK OF OKLAHOMA, N.A.
By:
Name:
Title:
BNP PARIBAS, HOUSTON AGENCY
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxx
Name: Xxxx X. Xxx
Title: Director
DZ BANK AG DEUTSCHE ZENTRALGENOSSENSCHAFTSBANK,
NEW YORK BRANCH
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Senior V.P.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
KBC BANK N.V.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxx Xxxxxxxx
Title: First Vice President
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
MIZUHO CORPORATE BANK, LTD
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President and Manager
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ Xxx X. Xxxxxxxxx
Name: Xxx X. Xxxxxxxxx
Title: Senior Vice President
COMMERCE BANK, N.A.
By: /s/ Xxxxxx X. Block
Name: Xxxxxx X. Block
Title: Senior Vice President
ROYAL BANK OF SCOTLAND
By:
Name:
Title:
RZB FINANCE, LLC
By:
Name:
Title:
SCHEDULE I
TO PLEDGE AGREEMENT
SCHEDULE OF PLEDGED SHARES
NUMBER OF PERCENT OF
STATE OF SHARES/ TOTAL EQUITY
ORGANIZATION STOCK UNITS INTERESTS
PLEDGED (PLEDGED CLASS OF CERTIFI-CATE PAR SHARES OWNED BY
PLEDGOR SUBSIDIARY SUBSIDIARY) STOCK NO. VALUE UNITS PLEDGOR*
------------------ ----------------- --------------- ------------ ---------- ---------- -------------- ---------------
The Xxxxxxxx Xxxxxxxx Energy DE N/A N/A N/A N/A 100%
Companies, Inc. Services, LLC
Xxxxxxxx DE Common 1 100 10 100%
Natural Gas
Liquids, Inc.
Xxxxxxxx DE Common 2 1.00 1,000 100%
Midstream
Natural Gas
Liquids, Inc.
Xxxxxxxx DE Common 1 1.00 1,000 100%
Express, Inc.
Xxxxxxxx Energy Xxxxxxxx Field DE Common 5 1.00 1,000 100%
Services, LLC Services Group,
Inc.
Xxxxxxxx Alaska DE N/A N/A N/A N/A 100%
Pipeline
Company, L.L.C.
Xxxxxxxx XX X/X X/X X/X X/X 100%
Bio-Energy, LLC
Xxxxxxxx DE Common 3 1.00 1,000 100%
Merchant
Services
Company, Inc.
MAPCO Inc. DE Common 1 10.00 100 100%
Xxxxxxxx XX X/X X/X X/X X/X 100%
Production
Company, LLC
Xxxxxxxx XX LLC DE N/A N/A N/A N/A 99.8%
NewGP*** 99.8%
Xxxxxxxx Energy DE Units N/A N/A
Partners L.P.
Common
Subordinated 757,193 5.5%
4,589,193 80.8%
Longhorn DE Common 3 $1.00 1,000 100%
Enterprises of
Texas, Inc.
Xxxxxxxx XX X/X X/X X/X X/X 100%
Petroleum
Services, LLC
Xxxxxxxx Field Black Marlin TX Common 16 0.10 44,800 100%
Services Group, Pipeline Company
Inc.
WFS DE Common 1 0.00 100 100%
Enterprises,
Inc.
WFS-Liquids DE Common 12 1.00 100 100%
Company
Xxxxxxxx Field DE Common 4 1.00 1,000 100%
Services Company
Xxxxxxxx Gas DE Common 2 1.00 1,000 100%
Processing
Company
Xxxxxxxx Gas DE Common 5 1.00 1,000 100%
Processing -
Wamsutter
Company
Xxxxxxxx Gas DE Common 5 1.00 1,000 100%
Processing -
Mid Continent
Region Company
North Padre DE Common 1 1.00 1,000 100%
Island
Spindown, Inc.
WFS Xxxxxxxxx XX X/X X/X X/X X/X 100%
Company, L.L.C.
Xxxxxxxx Field DE N/A N/A N/A N/A 100%
Services-Matagorda
Offshore
Company, LLC
WFS-OCS DE Common 2 1.00 1,000 100%
Gathering Co.
Xxxxxxxx Xxxxxxxx Energy DE Common 7 1.00 1,000 100%
Merchant Marketing &
Services Trading Company
Company, Inc.
Xxxxxxxx Energy Xxxxxxxxxxx XX X/X X/X X/X X/X 100%
Marketing & Generation,
Trading Company L.L.C.
Xxxxxxx XX X/X X/X X/X X/X 100%
Generation,
L.L.C.
MAPCO Inc. Gas Supply, DE N/A N/A N/A N/A 100%
L.L.C.
Xxxxxxxx Natural Juarez Pipeline DE Common 2 1.00 1,000 100%
Gas Liquids, Inc. Company
MAPL DE Common 2 1.00 1,000 100%
Investments,
Inc.
WFS-NGL DE Common 3 1.00 1,000 100%
Pipeline
Company, Inc.
Xxxxxxxx XX LLC DE N/A N /A N/A N/A 0.2%
NewGP*** 0.2%
Xxxxxxxx Energy DE Units N/A N/A 322,501
Partners L.P. 1,090,501
Common
Subordinated 2.3%
19.2%
X-Xxxxxxxxx, XX X Xxxxx 0 X/X 000 90%
LLC**
WFS-NGL Pipeline XXXXXXXX XX X/X X/X X/X X/X 37.35%
Company, Inc. Pipeline
Company,
L.L.C.**
Tri-States NGL DE N/A N/A N/A N/A 16.67%
Pipeline,
L.L.C.**
Juarez Pipeline Rio Grande TX N/A N/A N/A N/A 45%
Company Pipeline
Company**
Xxxxxxxx Baton Rouge DE N/A N/A N/A N/A 27.5%
Midstream Fractionators,
Natural Gas L.L.C.**
Liquids, Inc.
Xxxxxxxx Xxxxxxxx AK Common 1 1.00 1,000 100%
Express, Inc., a Express, Inc.
Delaware
corporation
Xxxxxxxx XX X/X X/X X/X X/X 100%
Refining &
Marketing,
L.L.C.
Xxxxxxxx Alaska AK Common 1 1.00 1,000 100%
Petroleum, Inc.
Xxxxxxxx Alaska Xxxxxxxx Alaska AK N/A N/A N/A N/A 100%
Petroleum, Inc. Air Cargo
Properties,
L.L.C.
Xxxxxxxx Xxxxxxxx XX X/X X/X X/X X/X 100%
Olefins, L.L.C. Olefins
Feedstock
Pipelines,
L.L.C.
Xxxxxxxx Xxxxxxxx XX X/X X/X X/X X/X 100%
Refining & Olefins, L.L.C.
Marketing, L.L.C.
Xxxxxxxx XX X/X X/X X/X X/X 100%
Generating
Memphis, LLC
Xxxxxxxx DE Common 3 1.00 1,000 100%
Memphis
Terminal, Inc.
Xxxxxxxx DE Common 4 1.00 1,000 100%
Petroleum
Pipeline
Systems, Inc.
Xxxxxxxx Xxxxxxxx DE Common 2 1.00 1,000 100%
Bio-Energy, LLC Ethanol
Services, Inc.
Nebraska KS N/A N/A N/A N/A 74.9%
Energy, L.L.C.**
WFS Gathering Xxxxxx DE N/A N/A N/A N/A 100%
Company, L.L.C. Gathering
Company, L.L.C.
WFS -Liquids WFS-Offshore DE Common 5 0.00 100 100%
Company Gathering
Company
WFS - Pipeline DE Common 3 0.00 100 100%
Company
HI-BOL Pipeline DE Common 2 0.00 100 100%
Company
Xxxxxxxx Xxxxxxxx XX X/X X/X X/X X/X 100%
Petroleum Mid-South
Pipeline Pipelines, LLC
Systems, Inc.
North Padre Xxxxxxxx Gulf DE N/A N/A N/A N/A 100%
Island Spindown, Coast Gathering
Inc. Company, LLC
Xxxxxxxx XX LLC Xxxxxxxx Energy DE Units N/A N/A 7,830,924 100%
Partners L.P.
"B Units"
Xxxxxxxx Alaska Xxxxxxxx Lynxs AK N/A N/A N/A N/A 50%
Air Cargo Alaska
Properties, LLC Cargoport, LLC**
Xxxxxxxx Xxxxxxxx XX X/X X/X X/X X/X 31.49%
Enterprises of Partners
Texas, Inc. Pipeline, L.P.**
Xxxxxxxx Xxxxxxxx XX X/X X/X X/X X/X 31.49%
Petroleum Partners GP,
Services, LLC L.L.C.**
Wiljet, L.L.C.** AZ N/A N/A N/A N/A 50%
* Each Pledgor is pledging all of the equity interests it owns or hereafter
acquires in each of its pledged Subsidiaries (except that Xxxxxxxx XX LLC is not
pledging the general partnership interests and incentive distribution rights it
owns in Xxxxxxxx Energy Partners L.P.). This column indicates the percent of
total equity interests in the pledged Subsidiary owned by this Pledgor as of the
date of this Agreement.
** Pledgor's pledge of the equity interests in this Subsidiary shall not be
effective until Pledgor has obtained all necessary consents in connection with
such pledge, as more fully described on Schedule XII of the L/C Credit
Agreement.
*** Such Pledgor's pledge of the equity interests in NewGP shall not be
effective until the occurrence of the formation of NewGP. Company covenants to
cause the formation of NewGP promptly following the execution of the Amendment.
SCHEDULE II
TO PLEDGE AGREEMENT
UCC FILING OFFICES
UCC Central Filing Offices of the
Secretary of State for the Following
Entity States
------------------------------------------------------ --------------------------------------------------
X. Xxxxxx Pipeline Company DE
B. Longhorn Enterprises of Texas, Inc. DE
C. MAPCO Inc. DE
D. North Padre Island Spindown, Inc. DE
E. The Xxxxxxxx Companies, Inc. DE
F. WFS Gathering Company, L.L.C. DE
G. WFS - Liquids Company DE
H. WFS - NGL Pipeline Company, Inc. DE
X. Xxxxxxxx Alaska Air Cargo Properties, LLC AK
X. Xxxxxxxx Alaska Petroleum, Inc. AK
X. Xxxxxxxx Bio-Energy, LLC DE
X. Xxxxxxxx Energy Marketing & Trading Company DE
X. Xxxxxxxx Energy Services, LLC DE
X. Xxxxxxxx Express, Inc., a Delaware DE
corporation
X. Xxxxxxxx Field Services Group, Inc. DE
X. Xxxxxxxx GP LLC DE
X. Xxxxxxxx Merchant Services Company, Inc. DE
UCC Central Filing Offices of the
Secretary of State for the Following
Entity States
------------------------------------------------------ --------------------------------------------------
X. Xxxxxxxx Midstream Natural Gas Liquids, Inc. DE
X. Xxxxxxxx Natural Gas Liquids, Inc. DE
X. Xxxxxxxx Olefins, L.L.C. DE
X. Xxxxxxxx Petroleum Pipeline Systems, Inc. DE
X. Xxxxxxxx Petroleum Services, LLC DE
X. Xxxxxxxx Refining & Marketing, L.L.C. DE
SCHEDULE VI
TO PLEDGE AGREEMENT
FORM OF JOINDER AGREEMENT
JOINDER AGREEMENT
(name of joining subsidiary)
[---------, -----]
[Joining Subsidiary], a [_________ corporation] (the "Subsidiary"),
hereby agrees with (a) CITIBANK, N.A., as collateral trustee for the benefit of
the holders of the Secured Obligations, (b) THE XXXXXXXX COMPANIES, INC., a
Delaware corporation (the "Company") and (c) the other parties to the Security
Documents (as defined below), as follows:
All capitalized terms used herein and not defined herein shall have the
meanings ascribed to such terms in the Amended and Restated Credit Agreement,
dated as of October 31, 2002, by and among The Xxxxxxxx Companies, Inc., the
various lenders as are or may become parties thereto; the Issuing Banks, and
Citicorp USA, Inc., as Agent and Collateral Agent (as further amended, modified,
supplemented, renewed, extended or restated from time to time, the "Credit
Agreement").
In accordance with the terms of the [Security Agreement, Pledge
Agreement and Collateral Trust Agreement] (collectively, the "Security
Documents"), the Subsidiary hereby (a) [joins the Security Agreement as a party
thereto and assumes all the obligations of a Grantor (as defined in the Security
Agreement) under the Security Agreement], (b) [joins the Pledge Agreement as a
party thereto and assumes all the obligations of a Pledgor (as defined in the
Pledge Agreement) under the Pledge Agreement], (c) [joins the Collateral Trust
Agreement as a party thereto and assumes all the obligations of a Debtor (as
defined in the Collateral Trust Agreement) under the Collateral Trust
Agreement], (d) agrees to be bound by the provisions of the Security Documents
as if the Subsidiary had been an original party to the Security Documents, and
(e) confirms that, after joining the Security Documents as set forth above, the
representations and warranties set forth in each of the Credit Documents with
respect to the Subsidiary are true and correct in all material respects as of
the date of this Joinder Agreement.
For purposes of notices under the Security Documents, the notice
address for the Subsidiary may be given to the Subsidiary by providing notice
addressed to [Subsidiary's Name] c/o The Xxxxxxxx Companies, Inc., in any manner
that notice is permitted to be given to the Company pursuant to the terms of the
Credit Agreement.
[Schedule I and Schedule II to the Security Agreement are hereby
supplemented with the information set forth on Exhibit I to this Joinder
Agreement.]
[Schedule I and Schedule II to the Pledge Agreement are hereby
supplemented with the information regarding the Subsidiary set forth on Exhibit
II to this Joinder Agreement.]
THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
IN WITNESS WHEREOF this Joinder Agreement is executed and delivered as
of the ___ day of ____________,______.
[Joining Subsidiary]
By:
------------------------------
Name:
------------------------------
Title:
-----------------------------
