EXHIBIT 99.3
AMENDMENT
This AMENDMENT, dated as of June 27, 2002 (this "AMENDMENT"), is made
to that certain Amended and Restated Credit Agreement, dated as of March 28,
2002 (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. 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
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6/30/02 5.50 to 1.00
9/30/02 5.00 to 1.00
12/31/02 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;
(ii) all of the Guarantors shall have executed and delivered
the consent to this Amendment in substantially the form of Exhibit A
attached hereto;
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(iii) the Borrower shall have entered into that certain
$200,000,000 term loan facility with SunTrust Bank, dated on or about
the date hereof; and
(iv) 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 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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SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
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. TEPPCO PARTNERS, L.P., as Xxxxxxxx
Xxxxxxx Xxxxx Xxxx.
0000 Xxxxx Xxxxxxx, Xxxxx 0000 By TEXAS EASTERN PRODUCTS
Xxxxxxx, XX 00000 PIPELINE COMPANY, LLC, as General
Attn: Xxxxxxx X. Xxxxxxx Partner
Phone: 000-000-0000 By /s/ XXXXXXX X. XXXXXXX
Fax: 000-000-0000 -------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: SVP & CFO
SunTrust Bank SUNTRUST BANK, as Administrative Agent
000 Xxxxxxxxx Xxxxxx, N.E., 10th Floor and Lender
Xxxxxxx, XX 00000
Attn: By /s/ XXXX X. XXXXXX, XX.
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Name: Xxxx X. Xxxxxx, Xx.
Phone: Title: Managing Director
Fax:
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
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UBS AG, STAMFORD BRANCH
By /s/ XXXXXXXX X'XXXXX
---------------------------------------------
Name: Director
Title: Banking Products Services
By /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Director
Banking Products Services, US
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
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THE BANK OF NOVA SCOTIA
By /s/ XXXXXX XXXX
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Name: Xxxxxx Xxxx
Title: Sr. Manager Loan Operations
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
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BANK ONE, NA
By /s/ XXXXXX X. XXXXXXX
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Associate Director
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
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WACHOVIA BANK,
NATIONAL ASSOCIATION
By /s/ XXXXXXX XXXXXXXX
---------------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
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THE BANK OF
NEW YORK
By /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Vice President
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
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BNP PARIBAS
By /s/ X. XXXXXXXX
---------------------------------------------
Name: X. Xxxxxxxx
Title: Director
By /s/ XXXXX XXXXXXXX
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Name: Xxxxx Xxxxxxxx
Title: Vice President
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
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CREDIT LYONNAIS
NEW YORK BRANCH
By /s/ XXXXXXX XXXXXXXXX
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Name: Xxxxxxx Xxxxxxxxx
Title: Senior Vice President
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
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ROYAL BANK OF CANADA
By /s/ XXXXX X. XXXXXXXXX
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Name: Xxxxx X. XxXxxxxxx
Title: Manager
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
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WESTDEUTSCHE LANDESBANK
GIROZENTRALE,
NEW YORK BRANCH
By /s/ XXXXXXX X. XXXXXXXX
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Associate Director
By /s/ XXXX XXXXX
---------------------------------------------
Name: Xxxx Xxxxx
Title: Associate Director
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
X-00
XXX XXXXX XXXX XX XXXXXXXX PLC
By /s/ XXXXX XXXXXXX
---------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
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BANK OF AMERICA, NATIONAL ASSOCIATION
By
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Name:
Title:
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
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KBC BANK N.V.
By /s/ XXXX-XXXXXX DIELS
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Name: Xxxx-Xxxxxx Diels
Title: First Vice President
By /s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title: Vice President
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
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NATEXIS BANQUES POPULAIRES
By /s/ XXXXX X. XXXXXXX, III
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Name: Xxxxx X. Xxxxxxx, III
Title: Vice President and
Group Manager
By /s/ XXXXXX XXXXX
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Name: Xxxxxx Xxxxx
Title: Vice President
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
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BANK HAPOALIM B.M.
By /s/ XXXX XXXX
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Name: Xxxx Xxxx
Title: Vice President
By /s/ XXXXX XXXX XXXXX
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Name: Xxxxx Xxxx Xxxxx
Title: Senior Vice President &
Corporate Manager
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
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MIZUHO CORPORATE BANK, LTD
By /s/ XXXX XXXXX
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Name: Xxxx Xxxxx
Title: Senior Vice President
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
X-00
XXXX XX XXXXXXXXXXXXXX, XXX XXXX BRANCH
By /s/ DE CAI LI
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Name: De Cai Li
Title: General Manager
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
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COBANK, ACB
By /s/ XXXXXXXX X. XXXX
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Name: Xxxxxxxx X. Xxxx
Title: Assistant Vice President
SIGNATURE PAGE TO MULTI-YEAR AMENDMENT
EXHIBIT A
FORM OF CONSENT
Dated as of June 27, 2002
The undersigned, [NAME OF GUARANTOR] (the "COMPANY"), as guarantor
under the Guaranty, dated as of March 28, 2002, made by the Company to SunTrust
Bank, as administrative agent (the "ADMINISTRATIVE AGENT") for the lenders (the
"LENDERS") party to the Credit Agreement, dated as of March 28, 2002 (the
"CREDIT AGREEMENT"), among TEPPCO Partners, L.P. (the "BORROWER"), the Lenders
and the Administrative Agent, hereby consents to the amendment of the Credit
Agreement by the Amendment, dated as of June 27, 2002 (the "AMENDMENT"), among
the Borrower, the Lenders signatories thereto and the Administrative Agent, and
hereby confirms and agrees that (i) the Guaranty is, and shall continue to be,
in full force and effect and is hereby ratified and confirmed in all respects
except that, upon the effectiveness of, and on and after the date of, the
Amendment, each reference in the Guaranty 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
the Amendment and (ii) the Guaranty is, and shall continue to, be an
unconditional and irrevocable guaranty of all of the Obligations (as defined in
the Guaranty).
[NAME OF GUARANTOR]
By
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Name:
Title:
