SUPPLEMENT AND JOINDER AGREEMENT
Exhibit
10.2
THIS
SUPPLEMENT AND JOINDER AGREEMENT (this “Agreement”) dated as
of July 17, 2008, is being executed and delivered pursuant to the
provisions of Section 2.6 of that certain Amended and Restated Credit Agreement
dated as of October 21, 2004, among TEPPCO PARTNERS, L.P., as Borrower, the
Lenders from time to time parties thereto, and SUNTRUST BANK, as Administrative
Agent for the Lenders (as the same has been, and may hereafter be, amended,
restated and supplemented from time to time, the “Credit Agreement”),
by each of the existing Lenders listed on the signature pages hereto (each a
“Consenting
Lender” and collectively the “Consenting Lenders”),
by each of the banks and other lenders listed on the signature pages hereto that
was not, prior to the date hereof, a Lender under the Credit Agreement (each an
“Additional
Lender” and collectively the “Additional Lenders”),
and the Borrower, and accepted by the Administrative Agent. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement.
BACKGROUND
A. Pursuant
to Section 2.6 of the Credit Agreement, the Borrower has notified the
Administrative Agent and each of the Lenders that the Borrower proposes to
increase the Aggregate Commitment Amount under the Credit Agreement to the total
amount of $950,000,000.
B. Each
of the Consenting Lenders has agreed to increase its Commitment by the amount
specified for such Consenting Lender on Schedule I
attached to this Agreement, and each of the Additional Lenders has agreed to
extend to the Borrower a new Commitment in the amount specified for such
Additional Lender on such Schedule I and
to become an additional Lender for all purposes of the Credit
Agreement.
C. The
parties to this Agreement are entering into this Agreement for purposes of
effecting the increase in the Commitments of the Consenting Lenders and the
extension of the new Commitments of the Additional Lenders, all as contemplated
by Section 2.6 of the Credit Agreement.
Accordingly,
each of the parties to this Agreement hereby agrees as follows:
1. Each of
the Consenting Lenders hereby agrees to increase the amount of its Commitment to
the Borrower under the Credit Agreement by the respective amount for such
Consenting Lender shown as being its “Increase in Commitment” on Schedule I
attached to this Agreement. Such increase shall take effect for all purposes of
the Credit Agreement on the Effective Date (as hereinafter defined) of this
Agreement.
2. Each of
the Additional Lenders hereby extends to the Borrower, subject to and on the
terms and conditions set forth in the Credit Agreement, a Commitment in the
amount shown for such Additional Lender as its “Additional Commitment” on Schedule I
attached to this Agreement, from and after the Effective Date of this Agreement,
and agrees to perform in accordance with the terms thereof all of the
obligations which by the terms of the Credit
Agreement
and the other Credit Documents are required to be performed by it as a Lender
thereunder. Each Additional Lender represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver
this Agreement and to consummate the transactions contemplated hereby and to
become a Lender under the Credit Agreement, (ii) from and after the Effective
Date of this Agreement, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and shall have and perform all of the
obligations of a Lender thereunder, and (iii) it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 8.1 of the Credit Agreement, 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 Agreement and to extend the
Commitment to the Borrower pursuant to the terms of the Credit Agreement, on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender. Each Additional Lender
agrees that it will, independently and without reliance on the Administrative
Agent 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
and analysis in taking or not taking action under the Credit Agreement or any
other Credit Documents. Each Additional Lender has submitted, or shall promptly
hereafter submit, to the Administrative Agent an administrative questionnaire
duly completed by such Additional Lender to be used and relied upon by the
Administrative Agent for all purposes of the Credit Agreement.
3. Each
party hereto acknowledges and agrees that the respective Commitments of the
Additional Lenders, the Consenting Lenders, and the other Lenders under the
Credit Agreement are several and not joint commitments and obligations of such
Lenders. After giving effect to the additional and increased Commitments as
provided in this Agreement, each party further acknowledges and agrees that upon
the funding of any additional Borrowings on or after the Effective Date, the
outstanding principal amounts of all Commitments and the respective Percentages
of the Lenders are those set forth on Schedule II.
4. Each
party hereto agrees that this Agreement and the effectiveness of the additional
and increased Commitments as provided in this Agreement shall be subject to
satisfaction by the Borrower of the following conditions and
requirements:
(a) The
Borrower shall have delivered to the Administrative Agent the following in form
and substance satisfactory to the Administrative Agent:
(i) a
counterpart of this Agreement signed by the Consenting Lenders, the Additional
Lenders, the Borrower and the Administrative Agent;
(ii) a duly
executed Note payable to each Consenting Lender and Additional Lender to the
extent requested by any such Lender;
(iii) a
certificate of the Secretary or Assistant Secretary of the General Partner of
the Borrower, attaching and certifying copies of the authorizing resolutions for
the additional and increased Commitments and any
Borrowings thereunder as provided in this Agreement; and
(iv) the favorable
written opinions of Xxxxxxxxx & Xxxxxxxx LLP and Xxxxxxxx X. Xxxxxx, each as
counsel to the Borrower, addressed to the Administrative Agent and each of the
Lenders, and covering such matters relating to the Borrower and this Agreement
and the transactions
contemplated herein as the Administrative Agent shall reasonably
request.
(b)
The Borrower shall
have paid to the Administrative Agent (i) all costs and
expenses incurred by the Administrative Agent in
connection with this Supplement and Joinder Agreement and the transactions
contemplated herein, including without limitation, all reasonable fees and
expenses of counsel for the Administrative Agent, and (ii) for the account of
each Consenting Lender and Additional Lender, an upfront fee in an amount equal
to 0.20% of such Consenting Lender’s Increase in Commitment, and 0.20% of such
Additional Lender’s Additional Commitment, in each case as shown on Schedule I to
this Agreement.
The date
on which the foregoing conditions have been satisfied shall be the “Effective Date” of
this Agreement.
5. The
Borrower represents and warrants to the Administrative Agent and the Lenders as
of the Effective Date that (i) this Agreement has been duly authorized, executed
and delivered by the Borrower, (ii) the Credit Agreement, as supplemented
hereby, constitutes the legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms except as may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws affecting the enforcement of creditors’ rights generally and by
general principles of equity, (iii) no Default or Event of Default exists, (iv)
all representations and warranties of the Borrower set forth in the Credit
Agreement are true and correct in all material respects on such date (or, if any
such representation or warranty is expressly stated to have been made as of a
specific date, as of such specific date), and (v) since the date of the most
recent financial statements of the Borrower delivered to the Lenders pursuant to
Section 8.1 of the Credit Agreement, there has been no change which has resulted
in, or could reasonably be expected to result in, a Material Adverse
Event.
6. Except as
supplemented hereby, the Credit Agreement and all other documents executed in
connection therewith shall remain in full force and effect, The Credit
Agreement, as supplemented hereby, and all rights, powers and obligations
created thereby or thereunder and under the Credit Documents and all such other
documents executed in connection therewith are in all respects ratified and
confirmed.
7. This
Agreement may be executed in multiple counterparts, each of which shall
constitute an original but all of which when taken together shall constitute one
contract. Signature pages may be detached from multiple separate counterparts
and attached to a single counterpart so that all signature pages are attached to
the same document. Delivery of an executed counterpart by facsimile or other
electronic means shall be effective as delivery of a manually executed
counterpart of this Agreement. This Agreement, together with the applicable
provisions of the Credit Agreement, constitutes the entire agreement among the
parties hereto regarding the subject matter hereof and supersedes all prior
agreements and understandings, oral or written, regarding such subject
matter.
8. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
IN
WITNESS WHEREOF, the Consenting Lenders, the Additional Lenders, and the
Borrower have caused this Agreement to be duly executed and delivered by their
respective authorized officers and representatives, and the Administrative
Agent, for the benefit of the Additional Lenders, the Consenting Lenders. and
all other Lenders under the Credit Agreement, has caused the same to be accepted
by its authorized officer, as of the day and year first above
written.
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SUNTRUST
BANK,
as
a Consenting
Lender
|
|
By: /s/ Xxxxx
Xxxx
|
|
Name: Xxxxx
Xxxx
|
|
Title: Managing
Director
|
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WACHOVIA
BANK, NATIONAL
ASSOCIATION,
|
|
as
a Consenting
Lender
|
|
By: /s/ Xxxxxxx
Xxxxxxxx
|
|
Name:
Xxxxxxx
Xxxxxxxx
|
|
Title:
Director
|
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JPMORGAN CHASE BANK,
N.A.,
as
a Consenting Lender
|
|
By: /s/ Xxxxxxxx
Xxxxxxxxxx
|
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Name: Xxxxxxxx
Xxxxxxxxxx
|
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Title: Associate
|
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BNP
PARIBAS,
|
|
as
a Consenting
Lender
|
|
By: /s/ Xxxxxxx X.
Xxxxxx
|
|
Name: XXXXXXX X.
XXXXXX
|
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Title: Managing
Director
|
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/s/
Xxxx Xxxxxxxx
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XXXX
XXXXXXXX
|
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DIRECTOR
|
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THE
ROYAL BANK OF SCOTLAND plc
|
|
as
a Consenting
Lender
|
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By: /s/ Xxxxx
X.
Xxxxxxxx
|
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Name: Xxxxx X.
Xxxxxxxx
|
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Title: Vice
President
|
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UBS LOAN FINANCE
LLC,
as
a Consenting
Lender
|
|
By: /s/
Xxxxxxx X. Xxxxxx /s/ Xxxxx X.
Xxxxx
|
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Name: Xxxxxxx
X. Xxxxxx Xxxxx X.
Xxxxx
|
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Title: Director
Associate Director
|
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Banking
Products
Banking Products
|
|
Services,
US
Services,
US
|
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UNION BANK OF CALIFORNIA,
N.A.,
as
a Consenting
Lender
|
|
By:
/s/ Xxxxxx X.
Xxxxx
|
|
Name: Xxxxxx X.
Xxxxx
|
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Title: Vice
President
|
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XXXXX FARGO BANK,
N.A.,
as
a Consenting
Lender
|
|
By: /s/ Xxxxxxxx
X’Xxxxx
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|
Name: Xxxxxxx
X’Xxxxx
|
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Title: Vice
President
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[SIGNATURE
PAGE TO SUPPLEMENT AND JOINDER AGREEMENT]
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DnB NOR BANK
ASA,
As
an additional
Lender
|
|
By: /s/ Xxxxxx
Xxxxxx
|
|
Name: Xxxxxx
Xxxxxx
|
|
Title: First Vice
President
|
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By: /s/ Xxxxxxx
Xxxxx
|
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Name: Xxxxxxx
Xxxxx
|
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Title: Vice
President
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[SIGNATURE
PAGE TO SUPPLEMENT AND JOINDER AGREEMENT]
|
MIZUHO
CORPORATE BANK (USA)
as
an Additional
Lender
|
|
By: /s/ Leun
Mo
|
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Name: Leun
Mo
|
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Title: Senior Vice
President
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[SIGNATURE
PAGE TO SUPPLEMENT AND JOINDER AGREEMENT]
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SUMITOMO
MITSUI BANKING
CORPORATION,
|
|
as
an Additional
Lender
|
|
By: /s/ Xxxxxxxx
Xxxxxxxx
|
|
Name: Xxxxxxxx
Xxxxxxxx
|
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Title: Joint General
Manager
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[SIGNATURE
PAGE TO SUPPLEMENT AND JOINDER AGREEMENT]
TEPPCO
PARTNERS, L.P.,
as
Borrower
|
By: TEXAS
EASTERN PRODUCTS
PIPELINE COMPANY, LLC,
|
|
as
General
Partner
|
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By: /s/ Xxxxxxx
X. Xxxxxx
|
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Name: Xxxxxxx X. Xxxxxx
|
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Title: Vice
President and
|
|
Chief Financial
Officer
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ACCEPTED
THIS 17th
DAY OF
JULY, 2008:
SUNTRUST
BANK,
as
Administrative Agent
|
By: /s/ Xxxxx X.
Edge
Name: Xxxxx
Xxxx
Title: Managing
Director
|
[SIGNATURE
PAGE TO SUPPLEMENT AND JOINDER AGREEMENT]
Schedule
I
ADDITIONAL AND INCREASED
COMMITMENTS
|
Consenting Lenders
|
Increases in Commitments
|
|
SunTrust
Bank
|
$14,500,000
|
|
Wachovia
Bank, National Association
|
14,500,000
|
|
JPMorgan
Chase Bank, N.A.
|
14,000,000
|
|
BNP
Paribas
|
14,000,000
|
|
The
Royal Bank of Scotland plc
|
14,000,000
|
|
UBS
Loan Finance LLC
|
5,000,000
|
|
Union
Bank of California, N.A.
|
10,000,000
|
|
Xxxxx
Fargo Bank, NA
|
19,000,000
|
|
Additional Lenders
|
Additional Commitments
|
|
Mizuho
Corporate Bank (USA)
|
$70,000,000
|
|
DnB
Nor Bank ASA
|
50,000,000
|
|
Sumitomo
Mitsui Banking Corporation
|
25,000,000
|
TOTAL
INCREASES AND ADDITIONS: $250,000,000
Schedule
II
LENDER COMMITMENTS AND
PERCENTAGES*
|
Lenders
|
Commitment
Amounts
|
Percentages
|
|
SunTrust
Bank
|
$93,000,000
|
9.00000000%
|
|
Wachovia
Bank, National Association
|
93,000,000
|
9.78947368%
|
|
JPMorgan
Chase Bank, NA.
|
84,000,000
|
8.00000000%
|
|
BNP
Paribas
|
82,000,000
|
8.63157895%
|
|
The
Royal Bank of Scotland plc
|
82,000,000
|
8.63157895%
|
|
Xxxxx
Fargo Bank, NA
|
84,000,000
|
8.00000000%
|
|
KeyBank
National Association
|
60,000,000
|
6.00000000%
|
|
Union
Bank of California, N.A.
|
60,000,000
|
6.31578947%
|
|
Xxxxxx
Brothers Bank, FSB
|
38,500,000
|
4.00000000%
|
|
UBS
Loan Finance LLC
|
43,500,000
|
4.00000000%
|
|
Citibank,
N.A.
|
35,000,000
|
3.00000000%
|
|
The
Bank of New York
|
35,000,000
|
3.00000000%
|
|
Bank
of Communications,
|
15,000,000
|
1.57894737%
|
|
New York
Branch
|
||
|
DnB
Nor Bank ASA
|
50,000,000
|
5.00000000%
|
|
Mizuho
Corporate Bank (USA)
|
70,000,000
|
7.00000000%
|
|
Sumitomo
Mitsui Banking Corporation
|
25,000,000
|
2.63157895%
|
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TOTAL
|
$950,000,000
|
100.00000000%
|
*Upon the
effectiveness of the Increases in Commitments and Additional Commitments as
provided in the Supplement and Joinder Agreement
[SIGNATURE
PAGE TO GUARANTORS’ ACKNOWLEDGMENT AND AGREEMENT]
GUARANTORS’ ACKNOWLEDGMENT
AND AGREEMENT
Each of
the undersigned Guarantors consents to the execution and delivery by the
Borrower of the foregoing Supplement and Joinder Agreement and jointly and
severally ratifies and confirms the terms of the Guaranty with respect to ail
indebtedness now or hereafter outstanding under the Credit Agreement as
supplemented hereby and all promissory notes issued thereunder. Each of the
undersigned Guarantors acknowledges and agrees that, notwithstanding anything to
the contrary contained herein or in any other document evidencing any
indebtedness of the Borrower to the Lenders or any other obligation of the
Borrower, or any actions now or hereafter taken by the Lenders with respect to
any obligations of the Borrower, the Guaranty (i) is and shall continue to be an
absolute, unconditional, joint and several, continuing and irrevocable guarantee
of payment of all “Guarantor
Obligations” to the extent and as provided therein, including without
limitation, all Borrowings (including, without limitation, all Revolver
Borrowings, Swingline Borrowings, and Term Borrowings) and Letters of Credit
made and issued under the Credit Agreement, as supplemented hereby, and (ii) is
and shall continue to be in full force and effect in accordance with its terms.
Nothing contained herein to the contrary shall release, discharge, modify,
change or affect the obligations or liabilities of any Guarantor under the
Guaranty.
[Signature
Page Follows]
VAL VERDE GAS GATHERING
COMPANY,
L.P.,
as Borrower
|
By: TEPPCO
NGL Pipelines, LLC,
its sole General
Partner
|
|
By:
/s/
Xxxxxxx X. Xxxxxx
|
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Name: Xxxxxxx X.
Xxxxxx
|
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Title: Vice President and
|
|
Chief Financial
Officer
|
TCTM,
L.P.,
|
By: TEPPCO
GP, Inc.,
its sole General
Partner
|
|
By:
/s/ Xxxxxxx
X. Xxxxxx
|
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Name: Xxxxxxx X.
Xxxxxx
|
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Title: Vice President
and
|
|
Chief Financial
Officer
|
TEPPCO MIDSTREAM
COMPANIES, LLC
|
By: TEPPCO
GP, Inc.,
its sole
Manager
|
|
By:
/s/ Xxxxxxx
X.
Xxxxxx
|
|
Name: Xxxxxxx X. Xxxxxx
|
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Title: Vice President
and
|
|
Chief Financial
Officer
|
TE PRODUCTS
PIPELINE COMPANY, LLC
|
By: TEPPCO
GP, Inc.,
its
sole
Manager
|
[SIGNATURE
PAGE TO GUARANTORS’ ACKNOWLEDGMENT AND AGREEMENT]
|
By: /s/
Xxxxxxx X.
Xxxxxx
|
|
Name: Xxxxxxx X.
Xxxxxx
|
|
Title: Vice
President and
|
|
Chief Financial
Officer
|
[SIGNATURE
PAGE TO GUARANTORS’ ACKNOWLEDGMENT AND AGREEMENT]
AMENDED AND RESTATED
NOTE
| $93,000,000 |
July
17 ,
2008
|
FOR VALUE
RECEIVED, TEPPCO PARTNERS,
L.P., a Delaware limited partnership (the “Maker”).
promises to pay to the order of SUNTRUST BANK (the “Payee”),
the principal amount of $93,000,000 or so much thereof as shall have been
advanced by the Payee to the Maker pursuant to the Credit Agreement described
below and shall from time to time be outstanding, together with interest on the
unpaid amounts thereof from time to time outstanding.
This note
is a “Note” under the Amended and Restated Credit Agreement, dated as of October
21, 2004 (as renewed, extended, amended, supplemented or restated, the “Credit
Agreement”), among the Maker, the Payee, certain other Lenders from time
to time parties thereto, and SunTrust Bank, as the Administrative Agent for the
Lenders.
This note
incorporates by reference the principal and interest payment terms in the Credit
Agreement for this note, including, without limitation, the final maturity date
for this note, which is the Stated Termination Date. Principal and
interest are payable to the holder of this note by payment to the Administrative
Agent at its offices at 000 Xxxxxxxxx Xxxxxx, X.X., 00xx Xxxxx, Xxxxxxx, Xxxxxxx
00000 or at any other address of which the Administrative Agent may notify the
Maker in writing.
This note
also incorporates by reference all other provisions in the Credit Agreement
applicable to this note including provisions for disbursement of principal,
applicable interest rates before and after certain Events of Default, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorney’s fees, courts costs and other costs of collection, certain waivers
by the Maker and other obligors, assurances and security, choice of New York and
United States federal law, usury savings and other matters applicable to the
Credit Documents under the Credit Agreement.
This note
is being delivered by the Maker and accepted by the Payee as a substitution and
replacement for the revolving credit notes previously made by the Maker and
delivered to the Payee evidencing the obligations under the Existing Credit
Agreement and the Credit Agreement (the “Original Obligations”), but not as
payment of such Original Obligations or as a novation with respect
thereto.
|
TEPPCO PARTNERS, L.P.,
as the Maker
|
|
By: TEXAS
EASTERN PRODUCTS
PIPELINE COMPANY,
LLC,
as General
Partner
|
|
By: /s/ Xxxxxxx
X.
Xxxxxx
Name: Xxxxxxx
X. Xxxxxx
|
|
Title: Vice
President and
Chief Financial
Officer
|
[Signature
Page for Amended and Restated Note]
