INCREASING LENDER AGREEMENT
THIS INCREASING LENDER AGREEMENT, dated as of November 1, 2013 (this “Increasing Lender Agreement”), is made by the Lenders party hereto (each an “Increasing Lender”) pursuant to Section 2.15 of the Credit Agreement.
RECITALS
WHEREAS, Piedmont Natural Gas Company, Inc., a North Carolina corporation (the “Borrower”), is a party to that certain Amended and Restated Credit Agreement, dated as of October 1, 2012, among the Borrower, the lenders from time to time party thereto (including the Increasing Lenders, collectively, the “Lenders”) and Xxxxx Fargo Bank, National Association, as the administrative agent (the “Administrative Agent”) (as amended, restated, amended and restated or otherwise supplemented or modified, the “Credit Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement); and
WHEREAS, pursuant to Section 2.15 of the Credit Agreement, the Borrower has requested an increase in the Aggregate Commitments, and each Increasing Lender has agreed to increase its Commitment under the Credit Agreement pursuant to the terms thereof and upon the Borrower’s satisfaction of all conditions set forth in Section 2.15 of the Credit Agreement as of the date hereof (the “Increase Effective Date”), so that the total Aggregate Commitments on the Increase Effective Date shall be $850,000,000.
In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:
1. As of the Increase Effective Date, each Increasing Lender acknowledges, agrees and confirms, by its execution of, and after giving effect to, this Increasing Lender Agreement, its Commitment and Applicable Percentage shall be as set forth on Schedule 2.01 hereto, which hereby replaces existing Schedule 2.01 of the Credit Agreement in its entirety.
2. As of the Increase Effective Date, the outstanding Revolving Loans and Applicable Percentages of Swing Line Loans and L/C Obligations will be reallocated by the Administrative Agent among the Lenders in accordance with their revised Applicable Percentages (and such Lenders agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 3.05 of the Credit Agreement in connection with such reallocation as if such reallocation were a repayment).
3. As of the Increase Effective Date, the Administrative Agent shall have received an upfront fee payable to each Lender party hereto as set forth in that certain Engagement Letter dated as of October 9, 2013 (the “Engagement Letter”) between the Borrower and Xxxxx Fargo Securities, LLC, and all other fees and expenses set forth in the Engagement Letter that are payable on or before the Closing Date as defined therein (including the fees and expenses of counsel to the Administrative Agent).
4. This Increasing Lender Agreement shall (a) be deemed to be a Loan Document, and (b) be governed by all the terms and provisions of the Credit Agreement, which terms are incorporated herein by reference, are ratified and confirmed as a valid and binding agreement of each Increasing Lender enforceable against such Increasing Lender.
5. This Increasing Lender Agreement may be executed in as many counterparts as necessary or convenient by one or more parties hereto as a facsimile, telecopy, pdf or other reproduction, and an executed copy of this Increasing Lender Agreement may be delivered by one or more parties hereto by facsimile, e-mail or other electronic transmission pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.
6. THIS INCREASING LENDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA.
IN WITNESS WHEREOF, the undersigned Increasing Lender has caused this Increasing Lender Agreement to be duly executed and delivered as of the date first above written.
INCREASING LENDERS:
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By: /s Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Director
BANK OF AMERICA, N.A., as a Lender
By: /s Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
BRANCH BANKING AND TRUST COMPANY, as a Lender
By /s Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
JPMORGAN CHASE BANK, N.A., as a Lender
By: /s Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By: /s Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Senior Vice President
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By: /s Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: SVP
ROYAL BANK OF CANADA, as a Lender
By: /s Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Authorized Signatory
Acknowledge and accepted as of
the date first written above:
PIEDMONT NATURAL GAS COMPANY,
as the Borrower
By: /s Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President, Treasurer and Chief Risk Officer
Acknowledge and accepted as of
the date first written above:
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By: /s Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Director
Schedule 2.01
COMMITMENT AND APPLICABLE PERCENTAGE
