EXHIBIT 10.4
EXECUTION COPY
FIRST AMENDMENT TO SECURITY AGREEMENT
This First Amendment dated as of October 31, 2002 (this "Amendment") to
the Security Agreement dated as of July 31, 2002 (as amended and modified from
time to time, the "Security Agreement"), is among The Xxxxxxxx Companies, Inc.
(the "Company"), and each of its Subsidiaries which is or which subsequently
becomes a party to the Security Agreement (together, with the Company, the
"Grantors"), in favor of Citibank, N.A., as collateral trustee ("Collateral
Trustee") for the benefit of the holders of the Secured Obligations. All
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Security Agreement.
WITNESSETH:
WHEREAS, the parties hereto have agreed to amend certain provisions of
the Security Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the
Security Agreement is hereby amended as follows:
1. Amendments
(a) Pursuant to the terms of those two certain Consent and Waivers each
dated as of September 20, 2002, by and among the Company and the other
signatories thereto, the Security Agreement was amended to (i) remove
Xxxxxxxx Field Services - Gulf Coast Company, L.P. as a Grantor and
(ii) add Xxxxxxxx Gulf Coast Gathering Company, LLC as a Grantor.
Pursuant to this Amendment, the following additional parties are added
as Grantors: WFS - Pipeline Company; WFS Gathering Company, L.L.C.;
Xxxxxxxx Field Services-Matagorda Offshore Company, LLC; Xxxxxxxx Gas
Processing - Mid Continent Region Company; WFS-OCS Gathering Co.;
HI-BOL Pipeline Company; Xxxxxx Gathering Company, L.L.C.; Xxxxxxxx
Petroleum Services, LLC; Longhorn Enterprises of Texas, Inc.; and
Xxxxxxxx XX LLC. Notwithstanding the foregoing, Xxxxxxxx XX LLC will
not be deemed to be a Grantor under the Security Agreement until the
occurrence of (i) the formation of NewGP (as defined in the New Credit
Agreement) and (ii) the transfer by Xxxxxxxx XX LLC to NewGP of the
general partnership interests and incentive distribution rights held by
Xxxxxxxx XX LLC in Xxxxxxxx Energy Partners L.P. Company hereby
covenants to cause the formation of NewGP and, contemporaneously
therewith, transfer to NewGP the general partnership interests and
incentive distribution rights held by Xxxxxxxx XX LLC in Xxxxxxxx
Energy Partners L.P. promptly following its execution of this
Amendment.
(b) The definition of "General Intangible" or "General Intangibles" set
forth in Section 1.1 of the Security Agreement is amended by adding the
phrase "provided, however that "General Intangibles" shall not include
any general or limited partnership interests, limited liability company
interests, trust interests, joint ventures interests or any other
similar equity ownership rights arising under the law of any
jurisdiction." to the end of such definition.
(c) The definition of "Investment Property" set forth in Section 1.1 of
the Security Agreement is amended by adding the phrase "provided,
however that "Investment Property" shall not include any general or
limited partnership interests, limited liability company interests,
trust interests, joint ventures interests or any other similar equity
ownership rights arising under the law of any jurisdiction unless such
equity ownership interests or rights constitute Proceeds." to the end
of such definition.
(d) The following sentence shall be added to the end of Section 2.1 of
the Security Agreement: "Notwithstanding the general grant of a
security interest set forth above in this Section 2.1, (i) the security
interest in the oil of Xxxxxxxx Alaska Petroleum, Inc. ("WAPI") that is
transported through the Trans-Alaska Pipeline System shall attach only
at the time such oil is delivered to WAPI through the Trans-Alaska
Pipeline System at the outlet flange measuring device located at North
Pole, Alaska and (ii) Excluded Collateral (as defined in the New Credit
Agreement and the Multiyear Xxxxxxxx Credit Agreement) shall not
constitute Collateral under this Security Agreement."
(e) Section 3.6 of the Security Agreement is hereby amended and
restated in its entirety and replaced with the following:
Section 3.6 Control of Investment Property. Each
Grantor shall take any and all actions reasonably requested by
Collateral Trustee to ensure that Collateral Trustee has a
first priority security interest in (subject only to Permitted
Liens other than the Permitted Liens described in Schedule III
Paragraphs y, gg, and jj from the New Credit Agreement and
Schedule VI Paragraphs y, gg, and jj from the Multiyear
Xxxxxxxx Credit Agreement) and "control" (within the meaning
of Section 8-106 of the UCC) of Collateral constituting
Investment Property and deposit accounts (as defined in the
UCC).
(f) The following Section 3.11 is hereby added to the Security
Agreement:
3.11 Permitted Dispositions. Notwithstanding anything
to the contrary in Section 3 of this Security Agreement, the
Grantors shall not be restricted from completing or permitting
any dispositions that can be completed without violating any
of the following provisions: Sections 5.2(e) and 5.2(f) of the
New Credit Agreement, and Sections 5.02(f) and 5.02(l) of the
Multiyear Xxxxxxxx Credit Agreement.
(g) Section 7.2 of the Security Agreement is hereby amended and
restated in its entirety and replaced with the following:
Section 7.2 Action by Nominees. Notwithstanding
anything to the contrary in this Security Agreement, any and
all of the rights, powers and remedies of Collateral Trustee
under this Security Agreement may be exercised by any
nominee(s) of the Collateral Trustee or any other agent,
person, trustee or nominee acting on behalf of the Collateral
Trustee, and Collateral Trustee may assign or delegate all or
any part of its rights and obligations under this Security
Agreement to any one or more agent(s), person(s), trustee(s)
or other nominee(s).
(h) Section 8.16 of the Security Agreement is hereby amended and
restated in its entirety and replaced with the following:
Section 8.16 Incorporated Definitions and Provisions.
All defined terms and other provisions (including, without
limitation, the amendment provisions), that are incorporated
into this Security Agreement by reference to other agreements
shall incorporate into this Security Agreement the provisions
of such other agreements that exist as of the date hereof;
however, such provisions shall be automatically modified
herein by any amendment or modification that takes place after
the date hereof in such other referenced agreement(s); subject
to the following limitations: (a) no such amendment or
modification shall be effective with respect to this Security
Agreement until Collateral Trustee shall have received a copy
of such amendment or modification and (b) no provision of any
such amendment or modification that imposes any additional
liability, obligation or adverse effect on the Collateral
Trustee shall be effective with respect to this Security
Agreement unless the Collateral Trustee has executed a written
consent to such provision or to the amendment or modification
in which such provision is set forth.
(i) The following Section 8.18 is hereby added to the Security
Agreement:
Section 8.18 Joinder. Pursuant to the terms of the
Credit Documents certain Subsidiaries (hereafter referred to
as the "Joining Subsidiaries") may desire to or be required to
join this Security Agreement as Grantors. In connection with
any such joinder the Joining Subsidiary shall cause to be
executed and delivered (a) a joinder agreement substantially
in the form of the joinder agreement attached hereto as
Schedule IV and (b) authorization documentation, corporate
documentation, perfection documentation and opinion letters
reasonably satisfactory to the Collateral Trustee reflecting
the status of such Joining Subsidiary and the enforceability
of such agreements with respect to such Joining Subsidiary;
provided, however, that the Collateral Trustee shall have no
obligations with respect to the additional Collateral that
results from the addition of a Joining Subsidiary as a Grantor
pursuant to this Security Agreement
prior to the delivery of such additional Collateral, and
Collateral Trustee shall have no duty to solicit the delivery
of any Collateral from any Grantor.
(j) Schedule I to the Security Agreement is hereby amended and restated
in its entirety and replaced with Schedule I attached hereto.
(k) Schedule II to the Security Agreement is hereby amended and
restated in its entirety and replaced with Schedule II attached hereto.
(l) A new Schedule IV to the Security Agreement is hereby added which
is the document attached as Schedule IV hereto.
2. Conditions to Effectiveness. This Amendment shall be deemed effective (the
"Effective Date") upon the satisfaction of the conditions precedent as set out
in Section 3.1 of that certain Amended and Restated Credit Agreement dated as of
October 31, 2002, among Company and the Financial Institutions named therein,
without giving effect to the terms of Section 3.3; provided, however, that the
Collateral Trustee shall have no obligations with respect to the additional
Collateral that results from the addition of Grantors as parties to the Security
Agreement pursuant to this Amendment prior to the delivery of such additional
Collateral, and the Collateral Trustee shall have no duty to solicit the
delivery of any Collateral from any Grantor. Notwithstanding anything to the
contrary herein, any provision or portion of a provision in this Amendment that
is or is determined to be a release of Collateral shall not be effective to
release such Collateral until the Collateral Trustee has received satisfactory
documentation that such release of Collateral is permitted by or has been
properly approved in accordance with the terms of the Collateral Trust
Agreement.
3. Governing Law. This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York.
4. Reference to and Effect on the Security Agreement. The amendments set forth
herein are limited precisely as written and shall not be deemed to be a consent
or waiver to, or modification of any other term or condition in the Security
Agreement or any of the documents referred to therein. Except as expressly
amended and consented hereby, the terms and conditions of the Security Agreement
shall continue in full force and effect, and as amended hereby, the Security
Agreement is ratified and confirmed in all respects. On and after the Effective
Date, the Security Agreement shall be deemed to mean the Security Agreement as
amended hereby.
5. Counterparts. This Amendment may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same agreement.
Schedule I: Schedule I to Security Agreement
Schedule II: Schedule II to Security Agreement
Schedule IV: Form of Joinder Agreement
IN WITNESS WHEREOF, the parties hereto, acting through their duly
authorized representatives, have caused this Amendment to be signed in their
respective names.
THE XXXXXXXX COMPANIES, INC.,
as Grantor
By: /s/ Xxxxx X. Xxxx
----------------------------------
Name: Xxxxx X. Xxxx
Title: Treasurer
WORTHINGTON GENERATION, L.L.C.,
as Grantor
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
XXXXXXXX ALASKA PETROLEUM, INC.,
as Grantor
By: /s/ Xxxxx X. Xxxx
----------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
XXXXXXXX ALASKA PIPELINE COMPANY, L.L.C.,
as Grantor
By: /s/ Xxxxx X. Xxxx
----------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
XXXXXXXX REFINING & MARKETING, L.L.C.,
as Grantor
By: /s/ Xxxxx X. Xxxx
----------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX PETROLEUM SERVICES, LLC,
as Grantor
By: XXXXXXXX ENERGY SERVICES, LLC, its sole
member
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
XXXXXXXX PETROLEUM PIPELINE SYSTEMS,
INC., as Grantor
By: /s/ Xxxxx X. Xxxx
---------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
XXXXXXXX MID-SOUTH PIPELINES, LLC,
as Grantor
By: /s/ Xxxxx X. Xxxx
-------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX GENERATION COMPANY-
HAZLETON, as Grantor
By: /s/ Xxxxx X. Xxxx
------------------
Name: Xxxxx X. Xxxx
Title: Vice President
XXXXXXXX OLEFINS, L.L.C., as Grantor
By: /s/ Xxxxx X. Xxxx
-------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX OLEFINS FEEDSTOCK PIPELINES,
L.L.C., as Grantor
By: /s/ Xxxxx X. Xxxx
-------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX NATURAL GAS LIQUIDS, INC.,
as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX MERCHANT SERVICES COMPANY, INC.,
as Grantor
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: President
XXXXXXXX MIDSTREAM NATURAL GAS
LIQUIDS, INC., as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX MEMPHIS TERMINAL, INC.,
as Grantor
By: /s/ Xxxxx X. Xxxx
-------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX GULF COAST GATHERING
COMPANY, LLC, as Grantor
By: /s/ Xxxxx X. Xxxx
-------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX XX, LLC, as Grantor
By: /s/ Xxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxx X. Xxxxxxxxxx
Title: President and Chief Executive Officer
XXXXXXXX GENERATING MEMPHIS, LLC, as Grantor
By: /s/ Xxxxx X. Xxxx
-------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX GAS PROCESSING - WAMSUTTER
COMPANY, as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX GAS PROCESSING COMPANY,
as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX GAS PROCESSING - MID-CONTINENT
REGION COMPANY, as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX FIELD SERVICES GROUP, INC.,
as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX FIELD SERVICES COMPANY,
as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX FIELD SERVICES - MATAGORDA
OFFSHORE COMPANY, LLC, as Grantor
By: /s/ Xxxxx X. Xxxx
-------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX EXPRESS, INC. (A DELAWARE CORPORATION),
as Grantor
By: /s/ Xxxxx X. Xxxx
-----------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
XXXXXXXX EXPRESS, INC. (AN ALASKA CORPORATION),
as Grantor
By: /s/ Xxxxx X. Xxxx
-----------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
XXXXXXXX ETHANOL SERVICES, INC.,
as Grantor
By: /s/ Xxxx X. Xxxxxx
-------------------
Name: Xxxx X. Xxxxxx
Title: Treasurer
XXXXXXXX ENERGY SERVICES, LLC,
as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXXX BIO-ENERGY, L.L.C., as Grantor
By: /s/ Xxxxx X. Xxxx
--------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
XXXXXXXX ALASKA AIR CARGO PROPERTIES, L.L.C.,
as Grantor
By: XXXXXXXX ALASKA PETROLEUM, INC.,
its sole member
By: /s/ Xxxxx X. Xxxx
-----------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
WFS-OFFSHORE GATHERING COMPANY, as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
WFS-NGL PIPELINE COMPANY, INC.,
as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
WFS-LIQUIDS COMPANY, as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
WFS GATHERING COMPANY, L.L.C.,
as Grantor
By: /s/ Xxxxx X. Xxxx
-------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
WFS ENTERPRISES, INC., as Grantor
By: /s/ Xxxx Xxxx Xxxxxxx
----------------------
Name: Xxxx Xxxx Xxxxxxx
Title: Treasurer
WFS - PIPELINE COMPANY, as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
WFS - OCS GATHERING CO., as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
NORTH PADRE ISLAND SPINDOWN, INC.,
AS GRANTOR
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
MEMPHIS GENERATION, L.L.C.,
as Grantor
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: President
MAPL INVESTMENTS, INC.,
as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
MAPCO INC., as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
LONGHORN ENTERPRISES OF TEXAS, INC.,
as Grantor
By: /s/ Xxxxx X. Xxxx
---------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
XXXXXX PIPELINE COMPANY,
as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
HI-BOL PIPELINE COMPANY,
as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXX GATHERING COMPANY, L.L.C.,
as Grantor
By: /s/ Xxxxx X. Xxxx
-------------------
Name: Xxxxx X. Xxxx
Title: Assistant Treasurer
GAS SUPPLY, L.L.C., as Grantor
By: /s/ Xxxxx X. Xxxx
------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
BLACK MARLIN PIPELINE COMPANY,
as Grantor
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
Each of the entities reflected on the following ten (10) pages is executing this
Amendment as a Financial Institution party to the Amended and Restated Credit
Agreement dated as of October 31, 2002 among the Company and the Financial
Institutions named therein.
CITICORP USA, INC., as Agent and
Collateral Agent
By /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
BANKS AND ISSUING BANKS:
CITICORP N.A., AS ISSUING BANK
By /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Attorney-in-Fact
CITICORP USA, INC.
By /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ X. Xxxx
Name: X. Xxxx
Title: Senior Manager
BANK OF AMERICA N.A., as Issuing Bank and Bank
By: /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Managing Director
XX XXXXXX XXXXX BANK
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ O. Audermard
Name: O. Audermard
Title: Senior Vice President
XXXXXXX XXXXX CAPITAL CORP.
By: /s/ Xxxxx X.X. Xxxxxx
Name: Xxxxx X.X. Xxxxxx
Title: Vice President
XXXXXX COMMERCIAL PAPER INC.,
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Authorized Signatory
Each of the entities reflected on the following pages is
executing this Amendment as a Financial Institution party to the First Amended
and Restated Credit Agreement, dated of October 31, 2002, among the Company,
Northwest Pipeline Corporation, Transcontinental Gas Pipeline Corporation, Texas
Gas Transmission and the Financial Institutions named therein:
AGENT:
CITICORP USA, INC., as Agent
By /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
CO-SYNDICATION AGENTS:
JPMORGAN CHASE BANK
(formerly known as
THE CHASE MANHATTAN BANK), as
Co-Syndication Agent
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
COMMERZBANK AG,
as Co-Syndication Agent
By /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Vice Pres. and Manager
By /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
CREDIT LYONNAIS NEW YORK BRANCH
as Documentation Agent
By /s/ O. Audemard
Name: O. Audemard
Title: Senior Vice President
BANKS:
CITICORP USA, INC.
By /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
CITICORP N.A., as Collateral Trustee
By /s/ Xxxxxxx Tamao
Name: Xxxxxxx Tamao
Title: Vice President
BANK OF AMERICA, N.A.
By /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Managing Director
BANK ONE, N.A. (MAIN OFFICE - CHICAGO)
By /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Director
JPMORGAN CHASE BANK
(formerly known as
THE CHASE MANHATTAN BANK)
By /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
COMMERZBANK AG
NEW YORK AND GRAND CAYMAN
BRANCHES
By /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
By /s/ W. Xxxxx Xxxxxxx
Name: W. Xxxxx Xxxxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ O. Audermard
Name: O. Audermard
Title: Senior Vice President
NATIONAL WESTMINSTER, PLC
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
ABN AMRO BANK, N.V.
By /s/ Xxxxx X. Xxxxx, Xx.
Name: Xxxxx X. Xxxxx, Xx.
Title: Group Vice President
By /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
BANK OF MONTREAL
By /s/ Xxxx Xxx Xxxxx
Name: Xxxx Xxx Xxxxx
Title: Director
THE BANK OF NEW YORK
By /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
BARCLAYS BANK PLC
By /s/ Xxxxxxxx X. Xxxx
Name: Xxxxxxxx X. Xxxx
Title: Director, Loan Transaction Management
CIBC INC.
By /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Managing Director
CIBC World Markets Corp. As Agent
CREDIT SUISSE FIRST BOSTON
By /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Director
By /s/ Xxx X. Xxxxxx
Name: Xxx X. Xxxxxx
Title: Associate
ROYAL BANK OF CANADA
By /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Manager
THE BANK OF TOKYO-MITSUBISHI, LTD.,
HOUSTON AGENCY
By /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Vice President and Manager
By /s/ Xxx Fort
Name: Xxx Fort
Title: Vice President
FLEET NATIONAL BANK
f/k/a Bank Boston, N.A.
By /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Authorized Officer
SOCIETE GENERALE, SOUTHWEST AGENCY
By /s/ J. Xxxxxxx XxXxxxxx, Xx.
Name: J. Xxxxxxx XxXxxxxx, Xx.
Title: Managing Director
TORONTO DOMINION (TEXAS), INC.
By /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Vice President
UBS AG, STAMFORD BRANCH
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Director
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Executive Director
XXXXX FARGO BANK TEXAS, N.A.
By /s/ J. Xxxx Xxxxxxxxx
Name: J. Xxxx Xxxxxxxxx
Title: Vice President
WESTLB AG, NEW YORK BRANCH
By: /s/ Xxxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxxx Xxxxxxxxxx
Title: Managing Director
Credit Department
By /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Director
CREDIT AGRICOLE INDOSUEZ
By /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
By /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President
Senior Relationship Manager
SUNTRUST BANK
By /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Director
ARAB BANKING CORPORATION (B.S.C.)
By /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Deputy General Manager
By /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: VP Head of Credit
BNP PARIBAS, HOUSTON AGENCY
By /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
By /s/ Xxxx X. Xxx
Name: Xxxx X. Xxx
Title: Director
DZ BANK AG DEUTSCHE
ZENTRALGENOSSENSCHAFTSBANK, NEW YORK
BRANCH
By /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Vice President
By /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
KBC BANK N.V.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: First Vice President
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: First Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
MIZUHO CORPORATE BANK, LTD
By /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President and Manager
SUMITOMO MITSUI BANKING CORPORATION
By /s/ Xxx X. Xxxxxxxxx
Name: Xxx X. Xxxxxxxxx
Title: Senior Vice President
COMMERCE BANK, N.A.
By /s/ Xxxxxx X. Block
Name: Xxxxxx X. Block
Title: Senior Vice President
SCHEDULE I
TO
SECURITY AGREEMENT
STATE OF ORGANIZATION AND ADDRESSES OF GRANTORS
Entity Principal Address State of
Incorporation
-------------------------------------- ----------------------------------------- --------------
Black Marlin Pipeline Company Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 TX
Gas Supply, L.L.C. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxx Gathering Company, L.L.C. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
HI-BOL Pipeline Company Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxx Pipeline Company Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
Longhorn Enterprises of Texas, Inc. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
MAPCO Inc. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
MAPL Investments, Inc. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
Memphis Generation, L.L.C. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
North Padre Island Spindown, Inc. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
The Xxxxxxxx Companies, Inc. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
WFS Enterprises, Inc. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
WFS Gathering Company, L.L.C. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
WFS-Liquids Company Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
WFS-NGL Pipeline Company, Inc. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
WFS-OCS Gathering Co. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
Entity Principal Address State of
Incorporation
-------------------------------------- ----------------------------------------- --------------
WFS-Offshore Gathering Company Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
WFS - Pipeline Company Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Alaska Air Cargo Properties, L.L.C. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 AK
Xxxxxxxx Alaska Petroleum, Inc. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 AK
Xxxxxxxx Alaska Pipeline Company, L.L.C. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Bio-Energy, LLC Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Energy Services, LLC Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Ethanol Services, Inc. 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Express, Inc. (AK) Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 AK
Xxxxxxxx Express, Inc. (DE) Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
Williams Field Services Company X.X. Xxx 0000, Xxxxx, XX 00000 XX
Xxxxxxxx Field Services Group, Inc. X.X. Xxx 0000, Xxxxx, XX 00000 DE
Williams Field Services-Matagorda Offshore Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
Company, LLC
Xxxxxxxx Gas Processing Company X.X. Xxx 0000 Xxxxx, XX 00000 XX
Xxxxxxxx Gas Processing - Mid Continent Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
Region Company
Entity Principal Address State of
Incorporation
-------------------------------------- ----------------------------------------- --------------
Xxxxxxxx Gas Processing -Wamsutter Company Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Generating Memphis, LLC Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Generation Company - Hazleton Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
Xxxxxxxx XX LLC Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Gulf Coast Gathering Company, LLC Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Memphis Terminal, Inc. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Merchant Services Company, Inc Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Mid-South Pipelines, LLC Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Midstream Natural Gas Liquids, Inc. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Natural Gas Liquids, Inc. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Olefins Feedstock Pipelines, L.L.C. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Olefins, L.L.C. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Petroleum Pipeline Systems, Inc. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxx Petroleum Services, LLC Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
Entity Principal Address State of
Incorporation
-------------------------------------- ----------------------------------------- --------------
Xxxxxxxx Refining & Marketing, L.L.C. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 XX
Xxxxxxxxxxx Generation, L.L.C. Xxx Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 DE
SCHEDULE II
TO
SECURITY AGREEMENT
REQUIRED FINANCING STATEMENT FILINGS
Entity UCC Central Filing Offices of the Secretary of
State for the Following
States
------------------------------------------- ----------------------------------------------
1. Black Marlin Pipeline Company TX
2. Gas Supply, L.L.C. DE
3. Xxxxxx Gathering Company, L.L.C. DE
4. HI-BOL Pipeline Company DE
5. Xxxxxx Pipeline Company DE
6. Longhorn Enterprises of Texas, Inc. DE
7. MAPCO Inc. DE
8. MAPL Investments, Inc. DE
9. Memphis Generation, L.L.C. DE
10. North Padre Island Spindown, Inc. DE
11. The Xxxxxxxx Companies, Inc. DE
12. WFS Enterprises, Inc. DE
13. WFS Gathering Company, L.L.C. DE
14. WFS-Liquids Company DE
15. WFS-NGL Pipeline Company, Inc. DE
Entity UCC Central Filing Offices of the Secretary of
State for the Following
States
------------------------------------------- ----------------------------------------------
16. WFS-OCS Gathering Co. DE
17. WFS-Offshore Gathering Company DE
18. WFS Pipeline Company DE
19. Xxxxxxxx Alaska Air Cargo Properties, L.L.C. AK
20. Xxxxxxxx Alaska Petroleum, Inc. AK
21. Xxxxxxxx Alaska Pipeline Company, L.L.C. DE
22. Xxxxxxxx Bio-Energy, LLC DE
23. Xxxxxxxx Energy Services, LLC DE
24. Xxxxxxxx Ethanol Services, Inc. DE
25. Xxxxxxxx Express, Inc. (AK) AK
26. Xxxxxxxx Express, Inc. (DE) DE
27. Xxxxxxxx Field Services Company DE
28. Xxxxxxxx Field Services Group, Inc. DE
29. Xxxxxxxx Field Services-Matagorda Offshore DE
Company, LLC
30. Xxxxxxxx Gas Processing Company DE
31. Xxxxxxxx Gas Processing - Mid Continent DE
Region Company
Entity UCC Central Filing Offices of the Secretary of
State for the Following
States
------------------------------------------- ----------------------------------------------
32. Xxxxxxxx Gas Processing -Wamsutter Company DE
33. Xxxxxxxx Generating Memphis, LLC DE
34. Xxxxxxxx Generation Company - Hazleton DE
35. Xxxxxxxx XX LLC DE
36. Xxxxxxxx Gulf Coast Gathering Company, LLC DE
37. Xxxxxxxx Memphis Terminal, Inc. DE
38. Xxxxxxxx Merchant Services Company, Inc DE
39. Xxxxxxxx Mid-South Pipelines, LLC DE
40. Xxxxxxxx Midstream Natural Gas Liquids, Inc. DE
41. Xxxxxxxx Natural Gas Liquids, Inc. DE
42. Xxxxxxxx Olefins Feedstock Pipelines, L.L.C. DE
43. Xxxxxxxx Olefins, L.L.C. DE
44. Xxxxxxxx Petroleum Pipeline Systems, Inc. DE
45. Xxxxxxxx Petroleum Services, LLC DE
46. Xxxxxxxx Refining & Marketing, L.L.C. DE
Entity UCC Central Filing Offices of the Secretary of
State for the Following
States
------------------------------------------- ----------------------------------------------
47. Worthington Generation, L.L.C. DE
SCHEDULE IV
TO
SECURITY AGREEMENT
FORM OF JOINDER AGREEMENT
JOINDER AGREEMENT
(name of joining subsidiary)
[ , ]
--------- -----
[Joining Subsidiary], a [_________ corporation] (the "Subsidiary"),
hereby agrees with (a) CITIBANK, N.A., as collateral trustee for the benefit of
the holders of the Secured Obligations, (b) THE XXXXXXXX COMPANIES, INC., a
Delaware corporation (the "Company") and (c) the other parties to the Security
Documents (as defined below), as follows:
All capitalized terms used herein and not defined herein shall have the
meanings ascribed to such terms in the Amended and Restated Credit Agreement,
dated as of October 31, 2002, by and among The Xxxxxxxx Companies, Inc., the
various lenders as are or may become parties thereto; the Issuing Banks, and
Citicorp USA, Inc., as Agent and Collateral Agent (as further amended, modified,
supplemented, renewed, extended or restated from time to time, the "Credit
Agreement").
In accordance with the terms of the [Security Agreement, Pledge
Agreement and Collateral Trust Agreement] (collectively, the "Security
Documents"), the Subsidiary hereby (a) [joins the Security Agreement as a party
thereto and assumes all the obligations of a Grantor (as defined in the Security
Agreement) under the Security Agreement], (b) [joins the Pledge Agreement as a
party thereto and assumes all the obligations of a Pledgor (as defined in the
Pledge Agreement) under the Pledge Agreement], (c) [joins the Collateral Trust
Agreement as a party thereto and assumes all the obligations of a Debtor (as
defined in the Collateral Trust Agreement) under the Collateral Trust
Agreement], (d) agrees to be bound by the provisions of the Security Documents
as if the Subsidiary had been an original party to the Security Documents, and
(e) confirms that, after joining the Security Documents as set forth above, the
representations and warranties set forth in each of the Credit Documents with
respect to the Subsidiary are true and correct in all material respects as of
the date of this Joinder Agreement.
For purposes of notices under the Security Documents, the notice
address for the Subsidiary may be given to the Subsidiary by providing notice
addressed to [Subsidiary's Name] c/o The Xxxxxxxx Companies, Inc., in any manner
that notice is permitted to be given to the Company pursuant to the terms of the
Credit Agreement.
[Schedule I and Schedule II to the Security Agreement are hereby
supplemented with the information set forth on Exhibit I to this Joinder
Agreement.]
[Schedule I and Schedule II to the Pledge Agreement are hereby
supplemented with the information regarding the Subsidiary set forth on Exhibit
II to this Joinder Agreement.]
THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
IN WITNESS WHEREOF this Joinder Agreement is executed and delivered as
of the ___ day of ____________, _____.
[Joining Subsidiary]
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
