EXHIBIT 10.34
AMENDMENT NO. 1
This AMENDMENT NO. 1, dated as of September 28, 2001 (this
"AMENDMENT"), is made to that certain Amended and Restated Credit Agreement,
dated as of April 6, 2001 (the "CREDIT AGREEMENT"), among TEPPCO Partners, L.P.
(the "BORROWER"), SunTrust Bank, as administrative agent (the "ADMINISTRATIVE
AGENT"), and certain lenders party thereto (the "LENDERS").
PRELIMINARY STATEMENT:
The Borrower, the Lenders and the Administrative Agent previously
entered into the Credit Agreement providing for a $500,000,000 revolving credit
facility for the Borrower scheduled to expire on April 6, 2004. The Borrower has
requested that the Lenders agree to the amendment of the Credit Agreement as set
forth herein, and the Lenders have agreed to such request, subject to the terms
and conditions of this Amendment. Therefore, for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:
SECTION 1. DEFINITIONS. Capitalized terms used but not defined herein
have the meanings assigned to such terms in the Credit Agreement.
SECTION 2. AMENDMENT. Section 10.2 of the Credit Agreement is, subject
to the satisfaction of the conditions precedent set forth in Section 3, hereby
amended and restated in its entirety as follows:
SECTION 10.2. MAXIMUM FUNDED DEBT TO PRO FORMA EBITDA.
As of the last day of each fiscal quarter of the
Borrower, the ratio of Consolidated Funded Debt to Pro Forma
EBITDA for the period consisting of four consecutive fiscal
quarters taken as a single accounting period and ending on such
day will be less than the amount specified below for such fiscal
quarter:
QUARTER(S) ENDING RATIO
----------------- -----
03/31/01 through 12/31/01 5.00 to 1.00
3/31/02 and thereafter 4.50 to 1.00
SECTION 3. CONDITIONS OF EFFECTIVENESS. Section 2 of this Amendment
shall become effective as of the date first set forth above when each of the
following conditions shall have been fulfilled:
(i) the Required Lenders and the Borrower shall have executed
and delivered to the Administrative Agent a counterpart of this
Amendment; and
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(ii) the representations and warranties set forth in Section 4
hereof shall be true and correct on and as of the date of effectiveness
of this Amendment as though made on and as of such date.
SECTION 4. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants that (a) the representations and warranties contained in Article VII of
the
Credit Agreement, as amended hereby (with each reference therein to (i)
"this Agreement", "hereunder" and words of like import referring to the
Credit
Agreement being deemed to be a reference to this Amendment and the
Credit
Agreement as amended hereby and (ii) "Credit Documents", "thereunder" and words
of like import being deemed to include this Amendment and the
Credit Agreement,
as amended hereby) are true and correct on and as of the date hereof as though
made on and as of such date, and (b) no event has occurred and is continuing, or
would result from the execution and delivery of this Amendment, that constitutes
an Event of Default.
SECTION 5. EFFECT ON THE CREDIT AGREEMENT. Except as specifically
provided above, the Credit Agreement shall continue to be in full force and
effect and is hereby in all respects ratified and confirmed. The execution,
delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the
Lenders under the Credit Agreement, nor constitute a waiver of any provision of
the Credit Agreement.
SECTION 6. COSTS AND EXPENSES. The Borrower agrees to pay on demand all
costs and expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto, and all costs and expenses
(including, without limitation, counsel fees and expenses), if any, in
connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Amendment.
SECTION 7. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.
SECTION 8. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of the
New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers as of
the date first above written.
TEPPCO PARTNERS, L.P., as Borrower
By TEXAS EASTERN PRODUCTS
PIPELINE COMPANY, LLC, as General
Partner
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Sr. VP, CFO & Treasurer
SUNTRUST BANK, as Administrative Agent
and Lender
By: /s/ XXXXXX X. XXXXX
---------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
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UBS AG, STAMFORD BRANCH
By: /s/ XXXXXXX X. XXXX
-----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Executive Director
Leverage Finance
By: /s/ XXXXXXX X. SAINT
-----------------------------------
Name: Xxxxxxx X. Saint
Title: Associate Director
Banking Products
Services, US
3
BANK ONE, NA
By: /s/ XXXXXX X. XXXXXXXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Director
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FIRST UNION NATIONAL BANK
By: /s/ XXXXXXX XXXXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
0
XXX XXXX XX XXX XXXX
By: /s/ XXXXX X. XXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
6
ROYAL BANK OF CANADA
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------------
Name: Xxxxx X. XxXxxxxxx
Title: Manager
7
CREDIT LYONNAIS
NEW YORK BRANCH
By: /s/ XXXXXXX XXXXXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Senior Vice President
0
XXXXXXXXXXXX XXXXXXXXXX
XXXXXXXXXXXX, XXX XXXX BRANCH
By: /s/ XXXXXX X. XXXXX III
-----------------------------------
Name: Xxxxxx X. Xxxxx III
Title: Associate Director
By: /s/ XXXXXXX XXXXXXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Manager
0
XXXXXXXXXX XXXX-XXX XXXXXXXXXXX
XX, XXX XXXX BRANCH
By: /s/ XXXXXX XXXXXX
-----------------------------------
Name: Xxxxxx Xxxxxx
Title: Director
By: /s/ XXXXX X. XXXXXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Associate
10
THE FUJI BANK, LIMITED
By: /s/ XXXXXXX XXXXXXX
--------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President & Manager
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KBC BANK N.V.
By: /s/ XXXXXX XXXXXXXX
-----------------------------
Name: Xxxxxx Xxxxxxxx
Title: First Vice President
By: /s/ XXXX XXXXXX
-----------------------------
Name: Xxxx Xxxxxx
Title: Vice President
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BANK OF AMERICA, NATIONAL
ASSOCIATION
By: /s/ XXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxx X. XxXxxx
Title: Managing Director
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THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By:
-------------------------------
Name:
Title:
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THE DAI-ICHI KANGYO BANK, LTD.
By:
-------------------------------
Name:
Title:
S-15
THE SANWA BANK LIMITED
By:
-------------------------------
Name:
Title:
S-16
SUMITOMO MITSUI BANKING
CORPORATION
By:
-------------------------------
Name:
Title:
NATEXIS BANQUES POPUAIRES
By: /s/ XXXXX X. XXXXXXX, III
----------------------------
Name: Xxxxx X. Xxxxxxx, III
Title: Vice President/Manager
By: /s/ XXXXXX XXXXX
----------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
