Exhibit 10.37b
FIRST AMENDING AGREEMENT TO THE
KEYSPAN ENERGY DEVELOPMENT CO.
CREDIT AGREEMENT DATED AS OF JULY 29, 1999
AMONG:
KEYSPAN ENERGY DEVELOPMENT CO.
as Borrower
- and -
ROYAL BANK OF CANADA,
THE CHASE MANHATTAN BANK OF CANADA,
BANK OF MONTREAL,
BANK ONE CANADA
AND ALBERTA TREASURY BRANCHES
as Lenders
- and -
ROYAL BANK OF CANADA
as Administrative Agent
October 13, 2000
THIS FIRST AMENDING AGREEMENT dated as of the 13th day of October, 2000
AMONG:
KEYSPAN ENERGY DEVELOPMENT CO., a Nova Scotia unlimited liability
company (hereinafter referred to as the "Borrower")
OF THE FIRST PART
- and -
ROYAL BANK OF CANADA, THE CHASE MANHATTAN BANK OF CANADA, BANK OF
MONTREAL, BANK ONE CANADA AND ALBERTA TREASURY BRANCHES (hereinafter
sometimes collectively referred to as the "Lenders")
OF THE SECOND PART
- and -
ROYAL BANK OF CANADA, a Canadian chartered bank, as agent of the
Lenders hereunder (hereinafter referred to as the "Administrative
Agent")
OF THE THIRD PART
WHEREAS Keyspan Energy Development Co. as Borrower, Royal Bank of
Canada, The Chase Manhattan Bank of Canada, The Toronto-Dominion Bank, Bank of
Montreal, Bank One Canada, Alberta Treasury Branches and National Bank of Canada
as Lenders and Royal Bank of Canada as Administrative Agent entered into a
credit agreement dated as of July 29, 1999;
AND WHEREAS the Borrower has requested that the Lenders consent to the
Borrower incurring indebtedness of up to Cdn. $125,000,000 for purposes of
financing the purchase of Gulf Canada Resources Limited's remaining interest in
the Gulf Midstream assets and to finance the acquisition, constitution and
expansion of gas processing and gathering assets;
AND WHEREAS the Lenders have required that the Borrower, the Lenders
and the Administrative Agent enter into this First Amending Agreement as one of
the conditions to the Lenders providing their consent to the Borrower incurring
that indebtedness;
AND WHEREAS the Borrower, the Administrative Agent and the Lenders wish
to enter into this First Amending Agreement to set forth the changes to the
Credit Agreement, and to otherwise confirm the provisions of Amended Credit
Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby conclusively
acknowledged by each of the parties hereto, the parties hereto covenant and
agree as follows:
1. Definitions
All capitalized terms used in this First Amending Agreement shall,
unless otherwise defined herein, have the meanings herein given to them in the
Credit Agreement, and:
"Amended Credit Agreement" means the Credit Agreement, as amended by
this First Amending Agreement, and as it may hereafter be further
amended from time to time.
"Credit Agreement" means the credit agreement dated as of July 29, 1999
among Keyspan Energy Development Co. as Borrower, Royal Bank of Canada
and the other financial institutions named therein from time to time as
Lenders and Royal Bank of Canada as Administrative Agent.
"First Amending Agreement" means this first amending agreement.
2. Amendments to Credit Agreement
Effective as of the date of this First Amending Agreement, the Credit
Agreement is amended as follows:
(a) Section 8.1(n) of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:
Debt - The Borrower has no indebtedness for borrowed money
except (i) the amount of $100,511,840 plus interest accrued
thereon since April 27, 1999 owing to KS Finance pursuant to
the KS Finance Loan, (ii) indebtedness of up to Cdn.
$125,000,000 pursuant to the credit agreement dated as of
October 13, 2000 among the Borrower as Borrower, Bank of
Montreal and the other financial institutions named therein
from time to time as lenders and Bank of Montreal as agent
for those lenders, and (iii) other indebtedness permitted
hereunder or consented to in writing by the Administrative
Agent.
(b) Section 9.2(g) of the Credit Agreement is hereby deleted in
its entirety.
(c) Schedule "A" to the Credit Agreement is hereby deleted in
its entirety and replaced with Schedule "A" to this First
Amending Agreement.
3. Representations and Warranties
The Borrower hereby represents and warrants to the Lenders that the
applicable representations and warranties contained in Section 8.1 of the Credit
Agreement, as amended by this First Amending Agreement, are true and accurate in
all material respects as if made on the date of this First Amending Agreement.
4. Confirmation
Each of the parties hereto acknowledges and agrees that the Credit
Agreement, as amended by this First Amending Agreement, and all other Documents
are and will continue to be in full force and effect, and are hereby ratified
and confirmed, and the rights and obligations of all parties thereunder will not
be affected in any manner by the provisions of this First Amending Agreement,
except as expressly provided in Section 2 of this First Amending Agreement.
5. Further Assurances
The Borrower will from time to time forthwith, and at the Borrower's
own cost and expense, do, make, execute and deliver, or cause to be done, made,
executed and delivered, all such further documents, financing statements,
assignments, acts, manners and things which may be reasonably required by the
Administrative Agent and are consistent with the intention of the parties hereto
as evidenced herein, with respect to all matters arising under this First
Amending Agreement or the Amended Credit Agreement.
6. Expenses
Without in any way limiting the provisions of Section 12.1 of the
Credit Agreement, the Borrower will be liable for all reasonable expenses of the
Administrative Agent and the Lenders, including legal fees and other
out-of-pocket expenses, in connection with the negotiation, preparation,
execution and delivery of this First Amending Agreement.
7. Counterparts
This First Amending Agreement may be executed in any number of
counterparts, each of which when executed and delivered will be deemed to be an
original, and all of which when taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF the parties hereto have caused this First Amending
Agreement to be duly executed by their respective authorized officers as of the
date and year first above written.
KEYSPAN ENERGY DEVELOPMENT CO., as Borrower
Per:
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Name:
Title:
Per:
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Name:
Title:
ROYAL BANK OF CANADA,
in its capacity as
Administrative Agent
Per:
--------------------------------------------------
Name:
Title:
Per:
------------------------------------------------
Name:
Title:
ROYAL BANK OF CANADA, as a Lender
Per:
-----------------------------------------
Name:
Title:
Per:
-----------------------------------------
Name:
Title:
This page is attached to and forms part of a First Amending Agreement dated as
of October 13, 2000 among Keyspan Energy Development Co. as Borrower, Royal Bank
of Canada, The Chase Manhattan Bank of Canada, Bank of Montreal, Bank One Canada
and Alberta Treasury Branches as Lenders and Royal Bank of Canada as
Administrative Agent.
THE CHASE MANHATTAN BANK OF CANADA, as a Lender
Per:
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Name:
Title:
Per:
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Name:
Title:
This page is attached to and forms part of a First Amending Agreement dated as
of October 13, 2000 among Keyspan Energy Development Co. as Borrower, Royal Bank
of Canada, The Chase Manhattan Bank of Canada, Bank of Montreal, Bank One Canada
and Alberta Treasury Branches as Lenders and Royal Bank of Canada as
Administrative Agent.
BANK OF MONTREAL, as a Lender
Per:
--------------------------------------------------
Name:
Title:
Per:
--------------------------------------------------
Name:
Title:
This page is attached to and forms part of a First Amending Agreement dated as
of October 13, 2000 among Keyspan Energy Development Co. as Borrower, Royal Bank
of Canada, The Chase Manhattan Bank of Canada, Bank of Montreal, Bank One Canada
and Alberta Treasury Branches as Lenders and Royal Bank of Canada as
Administrative Agent.
BANK ONE CANADA, as a Lender
Per:
--------------------------------------------
Name:
Title:
Per:
--------------------------------------------
Name:
Title:
This page is attached to and forms part of a First Amending Agreement dated as
of October 13, 2000 among Keyspan Energy Development Co. as Borrower, Royal Bank
of Canada, The Chase Manhattan Bank of Canada, Bank of Montreal, Bank One Canada
and Alberta Treasury Branches as Lenders and Royal Bank of Canada as
Administrative Agent.
ALBERTA TREASURY BRANCHES, as a
Lender
Per:
--------------------------------------------
Name:
Title:
Per:
-------------------------------------------
Name:
Title:
This page is attached to and forms part of a First Amending Agreement dated as
of October 13, 2000 among Keyspan Energy Development Co. as Borrower, Royal Bank
of Canada, The Chase Manhattan Bank of Canada, Bank of Montreal, Bank One Canada
and Alberta Treasury Branches as Lenders and Royal Bank of Canada as
Administrative Agent.
SCHEDULE A
Schedule A to the Credit Agreement dated July 29, 1999 among Keyspan Energy
Development Co. as Borrower and a syndicate of Lenders, with Royal Bank of
Canada as Administrative Agent
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LENDERS AND COMMITMENTS
Lender, Address and Fax Commitment
----------------------- ----------
Royal Bank of Canada Cdn. $60,000,000
00xx Xxxxx, 000 - 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Account Manager
Telecopier No.: (000) 000-0000
The Chase Manhattan Bank of Canada Cdn. $35,000,000
0 Xxxxx Xxxxxxxx Xxxxx
000 Xxxx Xxxxxx Xxxx
Xxxxx 0000, P.O. Box 106
Toronto, Ontario
M5X 1A4
Attention: Vice President
Telecopier No.: (000) 000-0000
with a copy to:
Chase Manhattan Bank
0 XxxxxXxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxx Xxxx
00000
Attention: Vice President
Telecopier No.: (000) 000-0000
Bank of Montreal Cdn. $50,000,000
0000, 000 - 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Director, Corporate Accounts
Telecopier No.: (000) 000-0000
Bank One Canada Cdn. $35,000,000
c/o Bank One NA
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx
00000
Attention: Relationship Manager
Telecopier No.: (000) 000-0000
Alberta Treasury Branches Cdn. $20,000,000
ATB Place
0000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx
X0X 0X0
Attention: Senior Credit Manager
Telecopier No.: (000) 000-0000
