EXHIBIT 10.B.1
FIRST AMENDMENT TO
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
dated as of November 21, 2002 (this "First Amendment"), is entered into among EL
PASO ENERGY PARTNERS, L.P., a Delaware limited partnership (the "Borrower"), EL
PASO ENERGY PARTNERS FINANCE CORPORATION, a Delaware corporation (the
"Co-Borrower"), CREDIT LYONNAIS NEW YORK BRANCH and WACHOVIA BANK, NATIONAL
ASSOCIATION, as Co-Syndication Agents, FLEET NATIONAL BANK and FORTIS CAPITAL
CORP., as Co-Documentation Agents, and JPMORGAN CHASE BANK, as Administrative
Agent, and the several banks and other financial institutions signatories
hereto, and shall amend the Sixth Amended and Restated Credit Agreement, dated
as of March 23, 1995, as amended and restated through October 10, 2002 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Credit Agreement"), among the Borrower, the Co-Borrower, the several banks and
other financial institutions (the "Lenders") parties thereto, Credit Lyonnais
New York Branch and Wachovia Bank, National Association, as Co-Syndication
Agents, Fleet National Bank and Fortis Capital Corp., as Co-Documentation
Agents, and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Unless
otherwise defined or amended herein, capitalized terms used herein shall have
the respective meanings assigned to them in the Credit Agreement and the other
Loan Documents (as defined in the Credit Agreement).
WHEREAS, the Borrower has entered into a purchase agreement with El
Paso Corporation ("El Paso") to acquire for approximately $782,000,000, subject
to closing adjustments and satisfaction of certain closing conditions (the
"Proposed San Xxxx Acquisition"), the natural gas gathering system located in
the San Xxxx Basin of New Mexico; natural gas liquids transportation and
fractionation assets located in Texas; and an oil and natural gas gathering
system located in the offshore deep water regions of the Gulf of Mexico owned by
El Paso (the "San Xxxx Assets");
WHEREAS, in connection with the Proposed San Xxxx Acquisition and other
proposed capital requirements of the Borrower, the Borrower desires, among other
things, (i) the ability to issue additional debt securities representing senior
subordinated debt, (ii) the ability to issue up to $300,000,000 of senior
secured debt, in the form of a senior secured acquisition term loan to provide a
portion of the funds used as consideration for the Proposed San Xxxx
Acquisition, (iii) consent to secure the obligations under such senior secured
acquisition term loan on a pari passu basis with the Obligations, the EPNHC Loan
Obligations, the Xxxxx Xxxx Clawback obligations and the Cameron Highway
Clawback (as defined below) obligations by a lien on the Collateral; (iv) to
modify, on a temporary basis, the financial ratios the Borrower is required to
meet under the Credit Agreement, (v) to annualize pro forma EBITDA related to
the San Xxxx Assets based upon second quarter 2002 and actual results as
thereafter reported; and (vi) the ability for the Borrower and its Subsidiaries
to enter into certain hedging arrangements to allow xxxxxx appropriate to the
Borrower's current business operations;
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WHEREAS, the Borrower desires to form a Joint Venture for the
construction and financing of an approximately 390-mile crude oil pipeline
servicing the offshore deep water regions of the Gulf of Mexico and fund future
additional investments in such Joint Venture;
WHEREAS, the Borrower desires to correct and clarify other matters
related to the Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders modify and amend
the Credit Agreement as more fully described herein and consent to certain
modifications and amendments to the EPNHC Credit Agreement;
WHEREAS, the Lenders are willing to agree to the amendments being
requested by the Borrower, but only on the terms and subject to the conditions
set forth in this First Amendment; and
WHEREAS, each of the signatories hereto is a party to the Credit
Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Administrative Agent, the Lenders and each of
the other signatories hereto hereby agree as follows:
1. Amendments. The Credit Agreement is hereby amended as follows:
(a) Amendments to Section 1.1.
(i) The following definitions are hereby added
to Section 1.1 of the Credit Agreement where alphabetically
appropriate:
"Cameron Highway": Cameron Highway Oil
Pipeline Company, a Delaware general partnership and
a Joint Venture created by the Borrower and one or
more Persons that are not Affiliates of the Borrower
to construct, own and operate the Cameron Highway Oil
Pipeline.
"Cameron Highway Clawback": the "clawback"
and similar obligations incurred by the Borrower and
any Restricted Subsidiary under the Cameron Highway
Financing Documents in an aggregate amount not to
exceed $50,000,000 at any one time outstanding.
"Cameron Highway Financing": the loans made
to Cameron Highway under the Cameron Highway
Financing Documents to finance the construction and
operation of the Cameron Highway Oil Pipeline.
"Cameron Highway Financing Documents": (i)
the Credit Agreement to be entered into among Cameron
Highway, as Borrower, JPMorgan Chase Bank (or another
financial lending institution), individually and as
Administrative Agent, and the lenders party thereto
and (ii) the other financing documents (as identified
therein); in the case of
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(i) and (ii) above, as amended, restated, renewed,
replaced or otherwise modified from time to time.
"Cameron Highway Oil Pipeline": an
approximately 390-mile crude oil pipeline servicing
the offshore deep water regions of the Gulf of
Mexico.
"First Amendment": the First Amendment to
Sixth Amended and Restated Credit Agreement dated as
of November 21, 2002 among the Borrower, the
Co-Borrower, the Lenders parties thereto, Credit
Lyonnais New York Branch and Wachovia Bank, National
Association, as Co-Syndication Agents, Fleet National
Bank and Fortis Capital Corp., as Co-Documentation
Agents and JPMorgan Chase Bank, as Administrative
Agent for the Lenders.
"San Xxxx Assets": the natural gas gathering
system located in the San Xxxx Basin of New Mexico,
certain natural gas liquids transportation and
fractionation assets located in Texas, and an oil and
natural gas gathering system located in the offshore
deep water regions of the Gulf of Mexico, in each
case to be acquired by the Borrower from El Paso and
certain of its Affiliates for approximately
$782,000,000, subject to adjustment.
"Senior Secured Acquisition Term Loan
Administrative Agent" shall have the same meaning as
the defined term "Administrative Agent" in the Credit
Agreement evidencing the Senior Secured Acquisition
Term Loan Obligations.
"Senior Secured Acquisition Term Loan
Documents": (i) the Credit Agreement to be entered
into by the Borrower, the Co-Borrower and one or more
financial lending institutions, providing up to
$300,000,000 of Senior Secured Acquisition Term
Loans, and (ii) the other financing documents (as
identified therein); in the case of (i) and (ii)
above, as amended, restated or otherwise modified
from time to time.
"Senior Secured Acquisition Term Loan
Lenders" shall have the same meaning as the defined
term "Lenders" in the Credit Agreement evidencing the
Senior Secured Acquisition Term Loan Obligations.
"Senior Secured Acquisition Term Loan
Obligations": the obligations and liabilities of the
Borrower and its Subsidiaries under the Senior
Secured Acquisition Term Loan Documents.
"Senior Secured Acquisition Term Loans": the
loans made to Borrower under the Senior Secured
Acquisition Term Loan Documents on the terms set
forth on Exhibit "A" to the First Amendment for the
purpose of providing funds in connection with the
acquisition of the San Xxxx Assets.
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(ii) The following definitions in Section 1.1 of
the Credit Agreement are hereby amended and restated in their
entirety as follows:
"Agreement": this Sixth Amended and Restated
Credit Agreement, as amended by the First Amendment,
and as further amended, supplemented or otherwise
modified from time to time.
"Applicable Margin": on any day and with
respect to any (a) Initial Term Loans that are
Alternate Base Rate Loans, 2.25% per annum and for
any Initial Term Loans that are Eurodollar Loans,
3.50% per annum, subject in each case to adjustment
pursuant to the terms of Section 4.4(e), (b) series
of Additional Term Loans, the "Applicable Margin" set
forth in the Term Loan Addendum establishing such
series of Additional Term Loans and (c) Type of
Revolving Credit Loan and the Commitment Fee payable
pursuant to Section 2.5, the rate per annum specified
in Annex I attached hereto, which rate is based on
the ratio of Consolidated Total Indebtedness of the
Borrower at such time to Consolidated EBITDA for the
most recently ended Calculation Period (the "Leverage
Ratio") and the ratings by Standard & Poor's Ratings
Services (or any successor statistical rating
organization) ("S&P"), or Xxxxx'x Investors Service,
Inc. (or any successor statistical rating
organization) ("Xxxxx'x") of the senior, long-term
unsecured debt of the Borrower in effect at the time
of such determination. The Applicable Margin for any
Revolving Credit Loan and the Commitment Fee for any
date shall be determined by reference to the Leverage
Ratio as of the last day of the fiscal quarter most
recently ended as of such date and for the
Calculation Period ended on such last day, and any
change (i) shall become effective upon the delivery
to the Administrative Agent of a certificate of a
Responsible Officer of the Borrower (which
certificate may be delivered prior to delivery of the
relevant financial statements or may be incorporated
in the certificate delivered pursuant to subsection
7.2(b)) with respect to the financial statements to
be delivered pursuant to Section 7.1 for the most
recently ended fiscal quarter (x) setting forth in
reasonable detail the calculation of the Leverage
Ratio at the end of such fiscal quarter and (y)
stating that the signer has reviewed the terms of
this Agreement and other Loan Documents and has made,
or caused to be made under his or her supervision, a
review in reasonable detail of the transactions and
condition of the Borrower and the Restricted
Subsidiaries during the accounting period, and that
the signer does not have knowledge of the existence
as at the date of such officers' certificate of any
Event of Default or Default, and (ii) shall apply (A)
in the case of the Revolving Credit Loans bearing
interest based upon the Alternate Base Rate, to such
Alternate Base Rate Loans outstanding on such
delivery date or made on and after such delivery date
and (B) in the case of the Revolving Credit Loans
bearing interest based upon the Eurodollar Rate, to
such Eurodollar Loans made on and after such delivery
date. It is understood that the foregoing certificate
of a Responsible Officer shall be permitted to be
delivered prior
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to, but in no event later than, the time of the
actual delivery of the financial statements required
to be delivered pursuant to Section 7.1.
Notwithstanding the foregoing, at any time during
which the Borrower has failed to deliver the
certificate referred to above in this definition as
required under subsection 7.2(b) with respect to a
fiscal quarter following the date the delivery
thereof is due, the Leverage Ratio shall be deemed,
solely for the purposes of this definition, to be
greater than 4.0 to 1.0 until such time as Borrower
shall deliver such compliance certificate; provided,
however, that commencing on the date the Senior
Secured Acquisition Term Loan Obligations are
incurred and ending on the date such Senior Secured
Acquisition Term Loan Obligations are paid in full,
the Applicable Margin shall be (1) 3.50% per annum
with respect to any Revolving Credit Loan bearing
interest based upon the Eurodollar Rate and (2) 2.50%
per annum with respect to any Revolving Credit Loan
bearing interest based upon the Alternate Base Rate.
"Consolidated EBITDA": for any period and in
accordance with Section 4.13, the Consolidated Net
Income ((i) including earnings and losses from
discontinued operations, except to the extent that
any such losses represent reserves for losses
attributable to the planned disposition of material
assets, (ii) excluding extraordinary gains, and gains
and losses arising from the sale of material assets,
and (iii) including other non-recurring losses) for
such period, plus (x) the aggregate amount of cash
distributions received by the Borrower and its
consolidated Subsidiaries (excluding Unrestricted
Subsidiaries and Joint Ventures) from Unrestricted
Subsidiaries and Joint Ventures (other than cash
proceeds funded from the refinancing of the original
capital investment by the Borrower and its
Subsidiaries in Unrestricted Subsidiaries and Joint
Ventures), and (y) to the extent reflected as a
charge in the statement of Consolidated Net Income
for such period, the sum of (a) interest expense,
amortization of debt discount and debt issuance costs
(including the write-off of such costs in connection
with prepayments of debt) and commissions, discounts
and other fees and charges associated with standby
letters of credit, (b) taxes measured by income
accrued as an expense during such period, (c)
depreciation, depletion, and amortization expense,
and (d) non-cash compensation expense resulting from
the accounting treatment applied, in accordance with
GAAP, to management's equity interest minus the
equity of the Borrower and its consolidated
Subsidiaries (excluding Unrestricted Subsidiaries and
Joint Ventures) in the earnings of Unrestricted
Subsidiaries and Joint Ventures; provided that
Consolidated EBITDA shall exclude any insurance
proceeds relating to the Poseidon casualty described
in SEC reports up to an aggregate amount of
$6,000,000; provided, further, that for the
Calculation Periods ending September 30, 2002 and
December 31, 2002, the pro forma adjustments required
by Section 4.13 as a result of the acquisition of the
San Xxxx Assets shall be calculated as follows: (A)
in the case of the Calculation Period ending
September 30, 2002, the sum of the actual EBITDA
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attributable to the San Xxxx Assets for the calendar
quarters ending June 30, 2002 and September 30, 2002
multiplied by 2 and (B) in the case of the
Calculation Period ending December 31, 2002, the sum
of the actual EBITDA attributable to the San Xxxx
Assets for the calendar quarters ending June 30,
2002, September 30, 2002 and December 31, 2002
multiplied by 4/3.
"EPN Group Administrative Agents": the
Administrative Agent, the EPNHC Administrative Agent
and, at any time that any Senior Secured Acquisition
Term Loan Obligation is outstanding, the Senior
Secured Acquisition Term Loan Administrative Agent.
"EPN Group Lenders": the Lenders, the EPNHC
Lenders and, at any time that any Senior Secured
Acquisition Term Loan Obligation is outstanding, the
Senior Secured Acquisition Term Loan Lenders.
"EPNHC Credit Agreement": that certain
Amended and Restated Credit Agreement, dated as of
April 8, 2002, as amended and restated through
October 10, 2002, among EPNHC, the EPNHC Lenders
party thereto, Banc One Capital Markets, Inc. and
Wachovia Bank, National Association, as
co-syndication agents, Fleet National Bank and Fortis
Capital Corp., as co-documentation agents, and
JPMorgan, as administrative agent, as amended by the
First Amendment to Amended and Restated Credit
Agreement dated as of November 21, 2002, and as such
agreement may be amended, supplemented or otherwise
modified from time to time in accordance with Section
8.9.
"Intercreditor Agreement": means (i) prior
to the closing date of the Proposed San Xxxx
Acquisition, the Intercreditor Agreement dated as of
October 10, 2002, by and among the Administrative
Agent, for the benefit of the Lenders, the EPNHC
Administrative Agent, for the benefit of the EPNHC
Lenders, the administrative agent for the lenders in
connection with the Xxxxx Xxxx Financing Documents,
for the benefit of the lenders thereunder, and the
Collateral Agent and acknowledged by the Borrower and
EPNHC and (ii) subsequent to the closing of the
Proposed San Xxxx Acquisition, the Amended and
Restated Intercreditor Agreement dated as of the
closing date of the Proposed San Xxxx Acquisition by
and among the Administrative Agent, for the benefit
of the Lenders, the EPNHC Administrative Agent, for
the benefit of the EPNHC Lenders, the administrative
agent for the lenders in connection with the Xxxxx
Xxxx Financing Documents, for the benefit of the
lenders thereunder, the administrative agent for the
lenders in connection with the Senior Secured
Acquisition Term Loan Documents, for the benefit of
the lender thereunder, and the Collateral Agent and
acknowledged by the Borrower and EPNHC, in either
case as such agreement may be further amended,
modified or supplemented from time to time, including
without limitation, in connection with the closing of
the Cameron Highway Financing, at
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which time the administrative agent for the lenders
in connection with the Cameron Highway Financing, for
the benefit of the lenders thereunder, will become a
party to such Intercreditor Agreement; which
Intercreditor Agreement shall provide for the
creation, administration and foreclosure of Liens on
the Collateral on a pari passu basis as described in
subsection 8.3(i).
"Joint Venture": any Person in which the
Borrower and/or its Subsidiaries hold more than 5%
but less than a majority of the equity interests, and
which does not constitute a Subsidiary of the
Borrower, whether direct or indirect; provided that
Gateway, Atlantis, Copper Eagle, Poseidon and Cameron
Highway and their respective Subsidiaries shall be
deemed a Joint Venture for purpose of the Loan
Documents unless any such Person becomes a Subsidiary
in accordance with the definition thereof and the
Borrower designates such Person as a Subsidiary.
"Person": an individual, partnership,
corporation, limited liability company, business
trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or
other entity of whatever nature (the term "Person"
shall not be deemed to include, however, any joint
tenancy or tenancy-in-common pursuant to which any
property or assets may be owned in an undivided
interest).
"Senior Subordinated Note Indentures": means
(i) the Indenture dated as of May 27, 1999 among the
Borrower, the Co-Borrower, certain of their
respective Subsidiaries and the trustee named therein
pursuant to which the 10-3/8% Senior Subordinated
Notes due 2009 were issued, (ii) the Indenture dated
as of May 17, 2001 among the Borrower, the
Co-Borrower, certain of their respective Subsidiaries
and the trustee named therein pursuant to which the
8-1/2% Senior Subordinated Notes due 2011 were
issued, and (iii) any other Indenture pursuant to
which Senior Subordinated Notes are issued, each
together with all instruments and other agreements
entered into by the Borrower, the Co-Borrower or such
Subsidiaries in connection therewith, as each may be
amended, supplemented or otherwise modified from time
to time in accordance with Section 8.9.
"Senior Subordinated Notes" means,
collectively, (i) the 10-3/8% Senior Subordinated
Notes due 2009, (ii) the 8-1/2% Senior Subordinated
Notes due 2011, and (iii) any other senior
subordinated notes having substantially similar
subordination provisions to the subordination
provisions contained in the 8-1/2% Senior
Subordinated Notes due 2011, in each case of the
Borrower and the Co-Borrower issued pursuant to a
Senior Subordinated Note Indenture.
"Total EPN Group Credit Percentage": as to
any EPN Group Lender at any time, the percentage of
the aggregate Revolving Credit
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Commitments, Term Loans, EPNHC Term Loans and Senior
Secured Acquisition Term Loans then constituted by
its Revolving Credit Commitment, its Term Loans, its
EPNHC Term Loans and its Senior Secured Acquisition
Term Loans (it being agreed that in the case of the
termination or expiration of the Revolving Credit
Commitments, the aggregate Revolving Credit
Commitments and such Lender's Revolving Credit
Commitment shall be determined by reference to the
Aggregate Outstanding Revolving Credit Extensions of
Credit of all EPN Group Lenders and such EPN Group
Lender's Aggregate Outstanding Revolving Credit
Extensions of Credit).
(b) Amendment to Section 7.11 (Agreements Respecting
Unrestricted Subsidiaries). Section 7.11(c) of the Credit Agreement is
hereby amended and restated in its entirety as follows:
(c) Notwithstanding any provision of the Loan
Documents to the contrary (i) the Borrower and the
Restricted Subsidiaries may incur Guarantee
Obligations supporting obligations of (A) Gateway
that were assumed by it from Delos in connection with
its formation and the Xxxxx Xxxx Financing and (B)
Cameron Highway that were assumed by it from the
Borrower and its Subsidiaries in connection with its
formation and the Cameron Highway Financing and (ii)
the Borrower and the Restricted Subsidiaries may
incur Guarantee Obligations (including Guarantee
Obligations of which any lenders under the Xxxxx Xxxx
Financing Documents and the Cameron Highway Financing
Documents are the beneficiaries) consisting of
guarantees of performance obligations of Unrestricted
Subsidiaries as long as such guarantees do not
constitute guarantees of payment.
(c) Amendment to Section 8.1(Financial Condition
Covenants). Section 8.1(d) of the Credit Agreement is hereby amended
and restated in its entirety as follows:
(d) Leverage Ratio. Permit, on the last
day of any fiscal quarter of the Borrower, the ratio
of (x) the Consolidated Total Indebtedness at such
date to (y) the Consolidated EBITDA for the
Calculation Period ending on such date to exceed (i)
on or prior to December 31, 2003, 5.25 to 1.0 or (ii)
after December 31, 2003, 5.0 to 1.0.
(d) Amendments to Section 8.2 (Limitation on
Indebtedness). Section 8.2 is hereby amended as follows:
(i) The word "and" is deleted from the end of
subsection (h) thereof;
(ii) the period at the end of subsection (i)
thereof is replaced with a semicolon followed by the word
"and"; and
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(iii) the following subsection (j) is added at the
end of such Section 8.2 as follows:
(j) Indebtedness of the Borrower and
the Co-Borrower consisting of the Senior
Secured Acquisition Term Loan Obligations
evidenced by, and pursuant to the terms and
conditions of, the Senior Secured
Acquisition Term Loan Documents in an
aggregate principal amount not to exceed
$300,000,000.
(e) Amendments to Section 8.3 (Limitation on Liens).
Section 8.3 is hereby amended as follows:
(i) Section 8.3(h) of the Credit Agreement is
hereby amended and restated in its entirety as follows:
(h) the Borrower and its Restricted
Subsidiaries may pledge on a non-recourse
basis (i) their equity interest in Gateway
to secure Indebtedness of Gateway under the
Xxxxx Xxxx Financing Documents and (ii)
their equity interest in Cameron Highway to
secure Indebtedness of Cameron Highway under
the Cameron Highway Financing Documents;
(ii) Section 8.3(i) of the Credit Agreement is
hereby amended and restated in its entirety as follows:
(i) Liens on the Collateral securing
(i) the EPNHC Loan Obligations permitted by
Section 8.2(i), (ii) the Guarantee
Obligations permitted by subsections 8.4(g)
and 8.4(i), (iii) the Senior Secured
Acquisition Term Loan Obligations permitted
by Section 8.2(j), and (iv) the Guarantee
Obligations permitted by subsections 8.4(j),
in each case on a pari passu basis with the
Liens on the Collateral securing the
Obligations and guarantees thereof, subject
to the terms and provisions of the
Intercreditor Agreement;
(f) Amendments to Section 8.4 (Limitation on Guarantee
Obligations). Section 8.4 is hereby amended as follows:
(i) Section 8.4(g) of the Credit Agreement is
hereby amended and restated in its entirety as follows:
(g) Guarantee Obligations, in addition
to those described in clauses (e) and (f) of
this Section 8.4, of (i) up to $22,500,000
in the aggregate incurred pursuant to the
Xxxxx Xxxx Clawback and (ii) up to
$50,000,000 in the aggregate incurred
pursuant to the Cameron Highway Clawback;
(ii) the word "and" is deleted from the end of
subsection (h) thereof;
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(iii) the period at the end of subsection (i)
thereof is replaced with a semicolon followed by the word
"and"; and
(iv) the following subsection (j) is added at the
end of Section 8.4 as follows:
(j) Guarantee Obligations of any Subsidiary
Guarantor with respect to the Senior Secured
Acquisition Term Loan Obligations.
(g) Amendments to Section 8.6 (Limitation on Sale of
Assets). Section 8.6 is hereby amended as follows:
(i) The word "and" is deleted from the end of
subsection (f) thereof;
(ii) the period at the end of subsection (g)
thereof is replaced with a semicolon followed by the word
"and"; and
(iii) the following subsection (h) is added at the
end of Section 8.6 as follows:
(h) the Borrower and its Restricted
Subsidiaries may sell or otherwise dispose
of any equity interest in Cameron Highway,
provided that following any such sale or
other disposition, the Borrower and its
Restricted Subsidiaries, in the aggregate,
continue to hold at least 30% of the
outstanding equity interest in Cameron
Highway.
(h) Amendments to Section 8.8 (Limitation on Investments,
Loans and Advances). Section 8.8 is hereby amended as follows:
(i) the word "and" is deleted from the end of
subsection (g) thereof;
(ii) the period at the end of subsection (h)
thereof is replaced with a semicolon followed by the word
"and"; and
(iii) the following subsection (i) is added at the
end of Section 8.8 as follows:
(i) capital contributions, loans, or
other investments to or in Cameron Highway
consisting of up to $95,000,000, in the
aggregate, of cash and other assets related
to the Cameron Highway Oil Pipeline.
(i) Amendment to Section 8.9 (Limitation on Optional
Payments and Modifications of Debt Instruments and Other Agreements).
Section 8.9 of the Credit Agreement is hereby amended and restated in
its entirety as follows:
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(a) Make any optional payment or
prepayment on, redemption of or purchase of, or
voluntarily defease, or directly or indirectly
voluntarily or optionally purchase, redeem, retire or
otherwise acquire, the Senior Subordinated Notes or
any other Indebtedness or Guarantee Obligations
(other than the Obligations, the EPNHC Loan
Obligations or the Senior Secured Acquisition Term
Loan Obligations), or make any payment under or on
account of the G&A Agreement except as required
pursuant to the terms thereof, (b) amend, modify or
change, or consent or agree to any amendment,
modification or change to, any of the terms of the
Senior Subordinated Notes or the Senior Subordinated
Note Indentures (other than any such amendment,
modification or change which would extend the
maturity or reduce the amount of any payment of
principal thereof or which would reduce the rate or
extend the date for payment of interest thereon), (c)
amend, modify or change, or consent or agree to any
amendment, modification or change to, any of the
terms of the EPNHC Loan Documents or the Senior
Secured Acquisition Term Loan Documents without the
written consent of the Required Lenders (other than
any such amendment, modification or change which
would extend the maturity or reduce the amount of any
payment of principal thereof or which would reduce
the rate or extend the date for payment of interest
thereon), (d) amend, modify or change, or consent or
agree to any amendment, modification or change to,
any of the terms of any Indebtedness or Guarantee
Obligations with respect to any Indebtedness (other
than the Senior Subordinated Notes, the EPNHC Loan
Obligations and the Senior Secured Acquisition Term
Loan Obligations, which Indebtedness may be amended,
modified or changed only as permitted by clauses (b)
and (c) above, and the Obligations, which
Indebtedness may be amended, modified or changed only
as permitted by Section 11.1 hereof), other than any
such amendment, modification or change the effect of
which (1) would be to extend the maturity or reduce
the amount of any payment of principal thereof or
reduce the rate or extend the date for payment of
interest with respect to such Indebtedness or
Guarantee Obligations and (2) otherwise could not
reasonably be expected to have a Material Adverse
Effect, (e) amend, modify or change, or consent to
any amendment, modification or change to, any of the
terms of, the Partnership Agreement, the Borrower's
certificate of limited partnership, the G&A Agreement
or any Joint Venture Charter, except to the extent
the same could not reasonably be expected to have a
Material Adverse Effect, (f) waive or otherwise
relinquish any of its rights or causes of action
arising out of the Partnership Agreement, the
Borrower's certificate of limited partnership, the
G&A Agreement or any Joint Venture Charter, except to
the extent the same could not reasonably be expected
to have a Material Adverse Effect or (g) designate
any Indebtedness as "Designated Senior Indebtedness"
under the Senior Subordinated Note Indentures without
the consent of the Administrative Agent (other than
the Obligations, the EPNHC Loan Obligations or the
Senior Secured
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Acquisition Term Loan Obligations). Notwithstanding
any provision contained in this Section 8.9, the
Borrower and its Restricted Subsidiaries shall have
the absolute right to amend any Joint Venture Charter
to the extent necessary or reasonably appropriate to
evidence the substitution, replacement or other
changes of partners, members or owners in any Joint
Venture not in violation of Section 8.19 or Section
8.21.
(j) Amendment to Section 8.20 (No Voluntary Termination
of Joint Venture Charters). Section 8.20 of the Credit Agreement is
hereby amended and restated in its entirety as follows:
Section 8.20 No Voluntary Termination of
Joint Venture Charters. Voluntarily terminate or
permit any Restricted Subsidiary which is a partner
in, or owner of any interest in, any Joint Venture to
voluntarily terminate any Joint Venture Charter and
liquidate such Joint Venture to the extent permitted
thereunder.
(k) Amendment to Section 8.22 (Hedging Transactions).
Section 8.22 of the Credit Agreement is hereby amended and restated in
its entirety as follows:
Section 8.22 Hedging Transactions. Enter
into any interest rate, cross-currency, commodity,
equity or other security, swap, collar or similar
hedging agreement or purchase any option to purchase
or sell or to cap any interest rate, cross-currency,
commodity, equity or other security, in any such
case, other than to hedge risk exposures in the
operation of its business, ownership of assets or the
management of its liabilities; provided, however,
that such permitted hedging agreements, including,
without limitation, any Commodity Hedging Programs,
shall not exceed 80% of annual production, volumes,
throughput and any other similar measures related to
processing, transportation, fractionation,
compression, gathering and treating or any other
business activities engaged in by the Borrower and
its Subsidiaries as a whole in their normal course of
business.
(l) Amendments to Article IX (Events of Default). Section
9(e) is hereby amended and restated in its entirety as follows:
(e) (i) Any "Event of Default" under
and as defined in the EPNHC Credit Agreement shall
occur and be continuing; (ii) any "Event of Default"
under and as defined in the Credit Agreement
evidencing the Senior Secured Acquisition Term Loan
Obligations shall occur and be continuing; or (iii)
any Loan Party or any Restricted Subsidiary of the
Borrower shall (A) default in any payment of
principal of or interest on any Indebtedness (other
than the Loans) or in the payment of any Guarantee
Obligation, beyond the period of grace (not to exceed
30 days), if any, provided in the instrument or
agreement under which such Indebtedness or Guarantee
Obligation was created; or (B) default in the
12
observance or performance of any other agreement or
condition relating to any such Indebtedness or
Guarantee Obligation or contained in any instrument
or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition
exist, the effect of which default or other event or
condition is to cause, or to permit the holder or
holders of such Indebtedness or beneficiary or
beneficiaries of such Guarantee Obligation (or a
trustee or agent on behalf of such holder or holders
or beneficiary or beneficiaries) to cause, with the
giving of notice if required, such Indebtedness to
become due prior to its stated maturity or such
Guarantee Obligation to become payable; provided,
however, that the aggregate principal amount of
Indebtedness and Guarantee Obligations with respect
to which such defaults shall have occurred shall
equal or exceed $5,000,000; or
(m) Amendments to Section 11.23 (Certain Permitted
Transactions). Section 11.23 of the Credit Agreement is hereby amended
by adding new subsections (c) and (d) as follows:
(c) Cameron Highway Transactions.
(i) the contribution by the Borrower
and the Restricted Subsidiaries to Cameron
Highway of up to $95,000,000, in the
aggregate, of cash and other assets related
to the Cameron Highway Oil Pipeline;
(ii) the pledge by the Borrower and the
Restricted Subsidiaries of their equity
interests in Cameron Highway to secure
Indebtedness of Cameron Highway incurred in
connection with the Cameron Highway
Financing;
(iii) the incurrence by the Borrower of
the Cameron Highway Clawback, and the
securing of the Cameron Highway Clawback
obligations by the Collateral on a pari
passu basis with the Obligations, the EPNHC
Loan Obligations, the Xxxxx Xxxx Clawback
obligations and the Senior Secured
Acquisition Term Loan Obligations, subject
to the terms and provisions of the
Intercreditor Agreement; and
(iv) the sale or otherwise disposition
of any equity interest in Cameron Highway,
provided that following any such sale or
other disposition, the Borrower and its
Restricted Subsidiaries, in the aggregate,
continue to hold at least 30% of the
outstanding equity interest in Cameron
Highway.
(d) Senior Secured Acquisition Term
Loans. The Senior Secured Acquisition Term Loans on
the terms and conditions set forth on Exhibit "A" to
this First Amendment, including without limitation
(i) the
13
incurrence of the Senior Secured Acquisition Term
Loan Obligations, (ii) the securing of the Senior
Secured Acquisition Term Loan Obligations by the
Collateral on a pari passu basis with the
Obligations, the EPNHC Loan Obligations, the Xxxxx
Xxxx Clawback obligations and the Cameron Highway
Clawback obligations, subject to the terms and
provisions of the Intercreditor Agreement, and (iii)
the payment, discharge or other satisfaction of the
Senior Secured Acquisition Term Loan Obligations
prior to the stated maturity thereof.
(n) Amendments to Sections 5.5, 5.6, 5.7, 5.20(a) and
(b), 7.1(d) and (e), 7.2(e), (f), (g) and (h), 7.12 and 8.21 (Sections
relating to Joint Ventures). Each of Sections 5.5, 5.6, 5.7, 5.20(a)
and (b), 7.1(d) and (e), 7.2(e), (f), (g) and (h), 7.12 and 8.21 of the
Credit Agreement is hereby amended by inserting the words "the Borrower
or" in between the words "owned by" and "a Restricted Subsidiary" in
each instance that the phrase "owned by a Restricted Subsidiary"
appears in such Sections or subsections.
2. Conditions to Effectiveness. This First Amendment shall become
effective on the date (the "First Amendment Effective Date") on which all of the
following conditions precedent have been satisfied or waived: (i) the Borrower,
the Co-Borrower, the Administrative Agent and the Required Lenders shall have
executed and delivered to the Administrative Agent this First Amendment and (ii)
the Administrative Agent and the Lenders shall have received payment of all fees
and costs payable by the Borrower on or before the First Amendment Effective
Date in connection with this First Amendment.
3. Consent to Amendments to EPNHC Credit Agreement. Each of the
Lenders that has executed and delivered this First Amendment to the
Administrative Agent hereby consents to the amendments, modifications and
changes to the EPNHC Credit Agreement effected by the First Amendment to Amended
and Restated Credit Agreement dated as of even date herewith by and among EPNHC,
the EPNHC Lenders party thereto and the EPNHC Administrative Agent.
4. Miscellaneous.
(a) Representations and Warranties. After giving effect
to the effectiveness of this First Amendment, the representations and
warranties made by the Loan Parties in the Loan Documents are true and
correct in all material respects on and as of the First Amendment
Effective Date (unless such representations or warranties are stated to
refer to a specific earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of
such earlier date) as if made on and as of the First Amendment
Effective Date and no Default or Event of Default will have occurred
and be continuing.
(b) Payment of Expenses. The Borrower agrees to pay or
reimburse the Administrative Agent for all of its out-of-pocket costs
and reasonable expenses incurred in connection with this First
Amendment, any other documents prepared in connection hereby and the
transactions contemplated hereby, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative
Agent.
14
(c) No Other Amendments; Confirmation. Except as
expressly amended, modified and supplemented hereby, the provisions of
the Credit Agreement and the other Loan Documents are and shall remain
in full force and effect.
(d) Governing Law. THIS FIRST AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREBY SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
(e) Counterparts. This First Amendment may be executed by
one or more of the parties to this First Amendment on any number of
separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the
same instrument.
[Signature Pages Follow.]
15
IN WITNESS WHEREOF, the parties hereby have caused this First Amendment
to be duly executed and delivered as of the day and year first above written.
EL PASO ENERGY PARTNERS, L.P.
By: /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President and Chief Financial
Officer
EL PASO ENERGY PARTNERS FINANCE
CORPORATION
By: /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President and Chief Financial
Officer
Signature Page-1
THE ADMINISTRATIVE AGENT AND THE LENDERS:
JPMORGAN CHASE BANK,
as Administrative Agent and as a Lender
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Signature Page-2
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ O. Audemard
-------------------------------
Name: O. Audemard
Title: Senior Vice President
Signature Page-3
WACHOVIA BANK, NATIONAL
ASSOCIATION
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
Signature Page-4
FLEET NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Director
Signature Page-5
FORTIS CAPITAL CORP.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Signature Page-6
BANK OF SCOTLAND
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Name: Xxxxxx Xxxxxx
Title: First Vice President
Signature Page-7
BAYERISCHE HYPO-UND VERIENSBANK,
AG (New York Branch)
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Name: Xxxxxx Xxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director
Signature Page-8
THE ROYAL BANK OF SCOTLAND plc,
By: _____________________________
Name: _____________________________
Title: _____________________________
Signature Page-9
BNP PARIBAS
By: /s/ Xxxx X. Xxx
-------------------------------
Name: Xxxx X. Xxx
Title: Director
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
Signature Page-10
SUNTRUST BANK
By: /s/ Xxxxxx X. XxXxxxxx
-------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Vice President
Signature Page-11
CREDIT AGRICOLE INDOSUEZ
By: _______________________________
Name: _______________________________
Title: _______________________________
By: _______________________________
Name: _______________________________
Title: _______________________________
Signature Page-12
ARAB BANKING CORPORATION (B.S.C.)
By: _______________________________
Name: _______________________________
Title: _______________________________
By: _______________________________
Name: _______________________________
Title: _______________________________
Signature Page-13
BANK OF AMERICA, N.A.
By: /s/ Xxxxxx X. XxXxxx
-------------------------------
Name: Xxxxxx X. XxXxxx
Title: Managing Director
Signature Page-14
CITICORP USA
By: _______________________________
Name: _______________________________
Title: _______________________________
Signature Page-15
KBC BANK N.V.
By: _______________________________
Name: _______________________________
Title: _______________________________
By: _______________________________
Name: _______________________________
Title: _______________________________
Signature Page-16
MIZUHO CORPORATE BANK, LTD.
By: /s/ Xxxxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President
Signature Page-17
NATEXIS BANQUES POPULAIRES
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxxx, III
-----------------------------
Name: Xxxxx X. Xxxxxxx, III
Title: Vice President and Group Manager
Signature Page-18
XXXXX FARGO BANK TEXAS, N.A.
By: _______________________________
Name: _______________________________
Title: _______________________________
Signature Page-19
BANK ONE, NA (Main Office Chicago)
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director
Signature Page-20
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Director
By: /s/ Xxxxx X. Xxxx
-------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
Signature Page-21
ROYAL BANK OF CANADA
By: /s/ Xxx X. Xxxxxxxxxx
-------------------------------
Name: Xxx X. Xxxxxxxxxx
Title: Senior Manager
Signature Page-22
RZB FINANCE LLC
By: /s/ Xxxxx Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx
Title: First Vice President
By: /s/ Xxxxx Xxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
Signature Page-23
THE BANK OF NOVA SCOTIA
By: /s/ X. Xxxx
-------------------------------
Name: X. Xxxx, Senior Manager
Title: _______________________________
Signature Page-24
SOUTHWEST BANK OF TEXAS, N.A.
By: /s/ W. Xxxxx Xxxxxxx
-------------------------------
Name: W. Xxxxx Xxxxxxx
Title: Vice President
Signature Page-25
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President Risk-Capital Funding
Group
Signature Page-26
FIRST DOMINION FUNDING II
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
Signature Page-27
FIRST DOMINION FUNDING III
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
Signature Page-28
CSAM FUNDING I
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
Signature Page-29
PROMETHEUS INVESTMENT FUNDING NO. 1
LTD.
By: HVB Credit Advisors, LLC, as
Investment Manager
By: /s/ Xxx Xxx
-------------------------------
Name: Xxx Xxx
Title: Director
By: /s/ Xxxxx X. Soo
-------------------------------
Name: Xxxxx X. Soo
Title: Associate Director
Signature Page-30
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By: Xxxxx X. Xxxxxx & Company Inc., as
Collateral Manager
By: /s/ Xxxx Xxx XxXxxxxx
-------------------------------
Name: Xxxx Xxx XxXxxxxx
Title: Managing Director
Signature Page-31
ELC (CAYMAN) LTD. 2000-I
By: Xxxxx X. Xxxxxx & Company Inc., as
Collateral Manager
By: /s/ Xxxx Xxx XxXxxxxx
-------------------------------
Name: Xxxx Xxx XxXxxxxx
Title: Managing Director
Signature Page-32
SUFFIELD CLO, LIMITED
By: Xxxxx X Xxxxxx & Company Inc., as
Collateral Manager
By: /s/ Xxxx Xxx XxXxxxxx
-------------------------------
Name: Xxxx Xxx XxXxxxxx
Title: Managing Director
Signature Page-33
APEX (IDM) CDO I, LTD.
By: Xxxxx X. Xxxxxx & Company Inc., as
Collateral Manager
By: /s/ Xxxx Xxx XxXxxxxx
-------------------------------
Name: Xxxx Xxx XxXxxxxx
Title: Managing Director
Signature Page-34
XXXXX CLO LTD. 2000-I
By: Xxxxx X. Xxxxxx & Company Inc., as
Collateral Manager
By: /s/ Xxxx Xxx XxXxxxxx
-------------------------------
Name: Xxxx Xxx XxXxxxxx
Title: Managing Director
Signature Page-35
XXXXXX CDO LTD
By: Xxxxx X. Xxxxxx & Company Inc., as
Investment Manager
By: /s/ Xxxx Xxx XxXxxxxx
-------------------------------
Name: Xxxx Xxx XxXxxxxx
Title: Managing Director
Signature Page-36
WILBRAHAM CBO, LTD.
By: Xxxxx X. Xxxxxx & Company Inc., as
Investment Manager
By: /s/ Xxxx Xxx XxXxxxxx
-------------------------------
Name: Xxxx Xxx XxXxxxxx
Title: Managing Director
Signature Page-37
XXXX & XXXXXXX XXXXX FOUNDATION
By: Xxxxx X. Xxxxxx & Company Inc., as
Investment Advisor
By: /s/ Xxxx Xxx XxXxxxxx
-------------------------------
Name: Xxxx Xxx XxXxxxxx
Title: Managing Director
Signature Page-38
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: Xxxxx X. Xxxxxx & Company Inc., as
Investment Advisor
By: /s/ Xxxx Xxx XxXxxxxx
-------------------------------
Name: Xxxx Xxx XxXxxxxx
Title: Managing Director
Signature Page-39
MASSMUTUAL HIGH YIELD PARTNERS II,
LLC
By: HYP Management, Inc., as Managing
Member
By: /s/ Xxxx Xxx XxXxxxxx
-------------------------------
Name: Xxxx Xxx XxXxxxxx
Title: Managing Director
Signature Page-40
MAPLEWOOD (CAYMAN) LIMITED
By: Xxxxx X. Xxxxxx & Company Inc.
under delegated authority from
Massachusetts Mutual Life Insurance
Company as Investment Manager
By: /s/ Xxxx Xxx XxXxxxxx
-------------------------------
Name: Xxxx Xxx XxXxxxxx
Title: Managing Director
Signature Page-41
XXXXXXX XXXXX GLOBAL INVESTMENT
SERIES: BANK LOAN INCOME PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers,
L.P., as Investment Advisor
By: _______________________________
Name: _______________________________
Title: _______________________________
Signature Page-42
XXXXXXX XXXXX GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers,
L.P., as Investment Advisor
By: _______________________________
Name: _______________________________
Title: _______________________________
Signature Page-43
LONGHORN CDO (CAYMAN) LTD
By: Xxxxxxx Xxxxx Investment Managers,
L.P., as Investment Advisor
By: _______________________________
Name: _______________________________
Title: _______________________________
Signature Page-44
LONGHORN CDO II, LTD.
By: Xxxxxxx Xxxxx Investment Managers,
L.P., as Investment Advisor
By: _______________________________
Name: _______________________________
Title: _______________________________
Signature Page-45
DEBT STRATEGIES FUND, INC.
By: _______________________________
Name: _______________________________
Title: _______________________________
Signature Page-46
SENIOR HIGH INCOME PORTFOLIO, INC.
By: _______________________________
Name: _______________________________
Title: _______________________________
Signature Page-47
XXXXXXX XXXXX SENIOR FLOATING RATE FUND,
INC.
By: _______________________________
Name: _______________________________
Title: _______________________________
Signature Page-48
OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC, as
subinvestment manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
Signature Page-49
OCTAGON INVESTMENT PARTNERS III, LTD.
By: Octagon Credit Investors, LLC, as
Portfolio Manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
Signature Page-50
OCTAGON INVESTMENT PARTNERS IV, LTD.
By: Octagon Credit Investors, LLC, as
collateral manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
Signature Page-51
OCTAGON INVESTMENT PARTNERS V, LTD.
By: Octagon Credit Investors, LLC, as
Portfolio Manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
Signature Page-52
XXXXXXXXXXX SENIOR FLOATING RATE
FUND
By: _______________________________
Name: _______________________________
Title: _______________________________
Signature Page-53
HARBOURVIEW CLO IV, LTD.
By: _______________________________
Name: _______________________________
Title: _______________________________
Signature Page-54
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
By: Xxxxxxxx X. Xxxxxx
-------------------------------
Xxxxxxxx X. Xxxxxx
Authorized Signatory
Signature Page-55
AIMCO CLO SERIES 2001-A
By: /s/ Xxxxx Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
By: Xxxxxxxx X. Xxxxxx
-------------------------------
Xxxxxxxx X. Xxxxxx
Authorized Signatory
Signature Page-56
AMMC CDO I, LIMITED
By: American Money Management Corp., as
Collateral Manager
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
Signature Page-57
AMMC CDO II, LIMITED
By: American Money Management Corp., as
Collateral Manager
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
Signature Page-58
MAGNETITE IV CLO, LTD
By: _______________________________
Name: _______________________________
Title: _______________________________
Signature Page-59
GOLDENTREE LOAN OPPORTUNITIES I,
LIMITED
By: /s/ Xxxxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: _______________________________
Signature Page-60
NORSE CBO, LTD.
By: Regiment Capital Management, LLC, as
its Investment Advisor
By: Regiment Capital Advisors, LLC, its
Manager and pursuant to delegated
authority
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
Signature Page-61
Exhibit "A"
Material Terms of Senior Secured Acquisition Term Loans
Borrowers: El Paso Energy Partners, L.P. ("EPN")
El Paso Energy Partners Finance Corporation
Facility: up to $300,000,000 Senior Secured Acquisition Term
Loan
Guarantors: El Paso Energy Partners Company
Each Subsidiary Guarantor
Maturity: May 16, 2004
Security: Sharing of all existing and future collateral on a
pari passu basis with the Obligations, the EPNHC Loan
Obligations, the Xxxxx Xxxx Clawback obligations and
the Cameron Highway Clawback obligations
Rate: Ba1/BB+ LIBOR+3.50% ABR + 2.25%
Ba2/BB LIBOR+4.50% ABR + 3.25%
Ba3/BB- LIBOR+5.00% ABR + 3.75%
Mandatory Prepayment: On a post closing basis: 100% of net proceeds of
equity offerings by EPN (excluding stock option plans
and other standard carve-outs); and
100% of net proceeds of debt offerings by EPN
(excluding Revolving Credit Loans and other standard
carve-outs).
Conditions Precedent: (a) The successful closing of an "Equity
Investment" in an amount equal to not less than
$350,000,000 in proceeds from the issuance and
placement of common units of EPN and/or of Series C
units to El Paso Corporation ("El Paso") either
received by EPN and paid to El Paso or credited by El
Paso to EPN as a portion of the consideration of the
San Xxxx Acquisition.
(b) The successful closing and distribution of a
public or private offering of Senior Subordinated
Notes with net proceeds of not less than
$150,000,000, available to EPN as a source of funds
in consummating the San Xxxx Acquisition.
(c) Other conditions precedent customary for
financings of this type.
Exhibit "A"
