AMENDMENT NO. 1 TO SECOND AMENDED & RESTATED CREDIT AGREEMENT

Exhibit 10.1

Execution Version

AMENDMENT NO. 1 TO

SECOND AMENDED & RESTATED CREDIT AGREEMENT

AMENDMENT NO. 1 TO SECOND AMENDED & RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 18, 2015, is entered into by and among XXXXXXXX PARTNERS L.P., a Delaware limited partnership (“Xxxxxxxx Partners”) (f/k/a Access Midstream Partners, L.P.), NORTHWEST PIPELINE LLC, a Delaware limited liability company (“Northwest”), TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC, a Delaware limited liability company (“Transcontinental” and collectively with Xxxxxxxx Partners and Northwest, each a “Borrower” and collectively, the “Borrowers”), CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the Required Lenders. Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement (as defined below).

PRELIMINARY STATEMENTS:

(1) The Borrowers, the Administrative Agent and the Lenders from time to time party thereto entered into that certain Second Amended & Restated Credit Agreement, dated as of February 2, 2015 (such Second Amended & Restated Credit Agreement, as in effect immediately prior to giving effect to this Amendment, the “Credit Agreement”).

(2) The Borrower has requested that the Lenders approve certain amendments to the Credit Agreement, as set forth in this Amendment.

(3) In accordance with Section 9.03 of the Credit Agreement, the Administrative Agent, the undersigned Required Lenders (hereinafter, such undersigned Required Lenders, the “Consenting Lenders”) and the Borrowers have agreed, subject to the terms and conditions stated below, to amend the Credit Agreement as herein set forth.

SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the Effective Date (as defined below), hereby amended as follows:

(a) Section 1.01 of the Credit is hereby amended by inserting the following definition into such section in the correct alphabetical order:

““ETE Contribution” means the “Contribution” as defined in the Agreement and Plan of Merger dated as of September 28, 2015, as amended, as described in the filing by Xxxxxxxx on Form 8-K dated September 29, 2015.”

(b) Section 1.01 of the Credit Agreement is hereby further amended by inserting the following definition into such section in the correct alphabetical order:

““ETE Merger” means the “Merger” as defined in the Agreement and Plan of Merger dated as of September 28, 2015, as amended, as described in the filing by Xxxxxxxx on Form 8-K dated September 29, 2015.”

(c) Section 1.01 of the Credit Agreement is hereby further amended by inserting the following definition into such section in the correct alphabetical order:

““Permitted Holders” means, (x) prior to the time of consummation of the ETE Merger, Xxxxxxxx or any of its Subsidiaries, (y) substantially contemporaneously with the time of consummation of the ETE Merger and prior to the time of the ETE Contribution, Energy Transfer Corp. LP, a Delaware limited partnership, or any of its Subsidiaries, and (z) from and after the time of the ETE Contribution, Energy Transfer Equity, L.P., a Delaware limited partnership, or any of its Subsidiaries.”

(d) Section 1.01 of the Credit Agreement is hereby further amended by amending and restating clause (c) of the definition of “Change in Control”, set forth therein, in its entirety, to read as follows:

“(c) any Person other than the Permitted Holders becomes the Beneficial Owner, directly or indirectly, of 50% or more of the Voting Stock of the General Partner; or”

(e) Section 6.07 of the Credit Agreement is hereby amended by amending and restating clause (a) thereof in its entirety, to read as follows:

“(a) Leverage Ratio. WPZ shall not permit the ratio of Consolidated Indebtedness of WPZ as of the last day of any fiscal quarter for which financial statements have been delivered pursuant to Section 5.01 to Consolidated EBITDA of WPZ for the four full fiscal quarters ending on such date to exceed the maximum ratio set forth below opposite such fiscal quarter:


Fiscal Quarter Ending	Maximum Leverage Ratio
December 31, 2015, March 31, 2016 and June 30, 2016		5.75 to 1.00
September 30, 2016 and December 31, 2016		5.50 to 1.00
March 31, 2017 and each fiscal quarter ending thereafter		5.00 to 1.00

provided, that with respect to any fiscal quarter ending on or after March 31, 2017, such maximum ratio shall be 5.50 to 1.00 if any Borrower has made any Specified Acquisition in the one of the last three fiscal quarters of the four-fiscal quarter period ending on such date.

For purposes of this Section 6.07(a): (A) Hybrid Securities up to an aggregate amount of 15% of Consolidated Total Capitalization shall be excluded from Consolidated Indebtedness, (B) Consolidated EBITDA may include, at WPZ’s option, any Material Project EBITDA Adjustments as provided in the definition thereof and (C) once any Acquisition Adjustment Period is in effect, the next succeeding Acquisition Adjustment Period may not commence until the termination of such Acquisition Adjustment Period then in effect.”

SECTION 2. Reference to and Effect on the Loan Documents.

(a) On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(b) The Credit Agreement, as specifically amended by this Amendment, and the other Loan Documents are, and shall continue to be, in full force and effect, and are hereby in all respects ratified and confirmed.

(c) Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement or any other Loan Document, nor shall it constitute a waiver of any provision of the Credit Agreement or any Loan Document.

(d) This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations and warranties under this Amendment may be a Default or Event of Default under other Loan Documents as provided therein.

SECTION 3. Conditions of Effectiveness. This Amendment shall become effective as of the first date upon which each of the conditions precedent set forth below in this Section 3 shall be satisfied or waived (such date, the “Effective Date”):

(a) Amendment. The Administrative Agent shall have received a number of copies reasonably determined by the Administrative Agent of counterparts of this Amendment executed by the Required Lenders (determined as of the date hereof) and each Borrower.

(b) Expenses; Fees. The Borrowers shall have paid:

(i) to Barclays Bank PLC, as the arranger (in such capacity, the “Arranger”) all out-of-pocket expenses of the Arranger (including the reasonable fees and expenses of a single external counsel for the Arranger) in connection with the negotiation, preparation and delivery of this Amendment for which an invoice has been delivered to the Borrowers at least one Business Day prior to the date of this Amendment;

(ii) to the Administrative Agent, all out-of-pocket expenses of the Administrative Agent (including the reasonable fees and expenses of a single external counsel for the Administrative Agent) in connection with the negotiation, preparation and delivery of this Amendment for which an invoice has been delivered to the Borrowers at least one Business Day prior to the date of this Amendment; and

(iii) to the Arranger such fees as may be separately agreed between the Borrowers and the Arranger.

SECTION 4. Representations and Warranties.

Each Borrower hereby represents and warrants, as of the Effective Date, that:

(a) This Amendment has been duly executed and delivered by such Borrower and constitutes a legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to the general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) The execution, delivery and performance by such Borrower of this Amendment do not contravene (i) the Borrower’s organizational documents or (ii) any law or any restriction under any material agreement binding on such Borrower and will not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement.

SECTION 5. Execution in Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or pdf shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 6. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned parties have caused this Amendment No. 1 to Second Amended & Restated Credit Agreement to be executed by their respective authorized officers as of the date first above written.


BORROWERS:

XXXXXXXX PARTNERS L.P.

By: WPZ GP LLC, its general partner

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Treasurer

NORTHWEST PIPELINE LLC

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: VP and Treasurer

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: VP and Treasurer

[SIGNATURE PAGE]


CITIBANK, N.A.,
as Administrative Agent and as Lender

By:		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President

[SIGNATURE PAGE]

IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above.


BANK OF AMERICA, N.A., as Lender

By:		/s/ Xxxxxx X. XxXxxx
		Name: Xxxxxx X. XxXxxx
		Title: Managing Director

[SIGNATURE PAGE]


THE BANK OF NOVA SCOTIA, as Lender

By:		/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Director

[SIGNATURE PAGE]


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Lender

By:		/s/ Xxxxxxx Xxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxx
		Title: Director

[SIGNATURE PAGE]


BARCLAYS BANK PLC, as Lender

By:		/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: Director

[SIGNATURE PAGE]


BOKF NA DBA BANK OF OKLAHOMA, as Lender

By:		/s/ J. Xxxx Xxxxxx
		Name: J. Xxxx Xxxxxx
		Title: Vice President

[SIGNATURE PAGE]


COMPASS BANK, as Lender

By:		/s/ Xxxxxxxx X. Xxxxx
		Name: Xxxxxxxx X. Xxxxx
		Title: Managing Director

[SIGNATURE PAGE]


CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Lender

By:		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Managing Director

By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Managing Director

[SIGNATURE PAGE]


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Lender

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Authorized Signatory

By:		/s/ Stefan Dickenmann
		Name: Stefan Dickenmann
		Title: Authorized Signatory

[SIGNATURE PAGE]


DEUTSCHE BANK AG NEW YORK BRANCH, as Lender

By:		/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Vice President

By:		/s/ Xxxx X. Xxx
		Name: Xxxx X. Xxx
		Title: Vice President

[SIGNATURE PAGE]


DNB CAPITAL LLC, as Lender

By:		/s/ Asulv Tvelt
		Name: Asulv Tvelt
		Title: First Vice President

By:		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: First Vice President

[SIGNATURE PAGE]


JPMORGAN CHASE BANK, N.A., as Lender

By:		/s/ Xxxxxxxx Xxxxx
		Name: Xxxxxxxx Xxxxx
		Title: Vice President

[SIGNATURE PAGE]


MIZUHO BANK, LTD., as Lender

By:		/s/ Xxxx Mo
		Name: Xxxx Mo
		Title: Authorized Signatory

[SIGNATURE PAGE]


XXXXXX XXXXXXX BANK, N.A., as Lender

By:		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Authorized Signatory

[SIGNATURE PAGE]


PNC BANK, NATIONAL ASSOCIATION, as Lender

By:		/s/ M. Xxxxx Xxxxxx
		Name: M. Xxxxx Xxxxxx
		Title: Vice President

[SIGNATURE PAGE]


ROYAL BANK OF CANADA, as Lender

By:		/s/ Xxxx Xxxxxxx, Xx.
		Name: Xxxx Xxxxxxx, Xx.
		Title: Authorized Signatory

[SIGNATURE PAGE]


SCOTIABANC INC., as Lender

By:		/s/ X.X. Xxxx
		Name: X.X. Xxxx
		Title: Managing Director

[SIGNATURE PAGE]


SUMITOMO MITSUI BANKING CORPORATION, as Lender

By:		/s/ Xxxxxxxxx Xxxx
		Name: Xxxxxxxxx Xxxx
		Title: Managing Director

[SIGNATURE PAGE]


SUNTRUST BANK, as Lender

By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Director

[SIGNATURE PAGE]


TORONTO DOMINION (NEW YORK) LLC, as Lender

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Authorized Signatory

[SIGNATURE PAGE]


UBS AG, STAMFORD BRANCH, as Lender

By:		/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Associate Director

By:		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Associate Director

[SIGNATURE PAGE]


U.S. BANK NATIONAL ASSOCIATION, as Lender

By:		/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Vice President

[SIGNATURE PAGE]


XXXXX FARGO BANK, N.A., as Lender

By:		/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Vice President

[SIGNATURE PAGE]

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AMENDMENT NO. 1 TO SECOND AMENDED & RESTATED CREDIT AGREEMENT

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