TO CREDIT AGREEMENT (364-Day Credit Facility) THIS SECOND AMENDMENT AND SUPPLEMENT TO CREDIT AGREEMENT (this "Second Amendment") is made and entered into as of the 24th day of April, 2002 (the "Second Amendment Effective Date"), among ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership ("Borrower"); WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as administrative agent (in such capacity, the "Administrative Agent") for each of the lenders (the "Lenders") that is a signatory or which becomes a signatory to the hereinafter defined Credit Agreement; and the Lenders party hereto. R E C I T A L S: A. On November 17, 2000, the Borrower, the Lenders and the Administrative Agent entered into a certain Credit Agreement (as amended and supplemented by First Amendment and Supplement to Credit Agreement dated November 6, 2001, effective as of November 16, 2001, the "Credit Agreement") whereby, upon the terms and conditions therein stated, the Lenders agreed to make certain Loans (as defined in the Credit Agreement) and extend certain credit to the Borrower. B. Pursuant to Section 2.01(b) of the Credit Agreement (i) the Borrower has, as of the Second Amendment Effective Date, added Royal Bank of Canada as an additional Lender under the Credit Agreement (the "Additional Lender"), and (ii) certain of the existing Lenders have, as of the Second Amendment Effective Date, increased their respective Commitments (as defined in the Credit Agreement), thereby increasing the total Commitments of the Lenders by an aggregate amount equal to $80,000,000 making the aggregate amount of the Lenders' Commitments $230,000,000. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Borrower, the Lenders party hereto and the Administrative Agent hereby agree as follows: 1. Certain Definitions. 1.1 Terms Defined Above. As used in this Second Amendment, the terms "Additional Lender", "Administrative Agent", "Borrower", "Credit Agreement", "Second Amendment" and "Second Amendment Effective Date", shall have the meanings indicated above. 1.2 Terms Defined in Agreement. Unless otherwise defined herein, all terms beginning with a capital letter which are defined in the Credit Agreement shall have the same meanings herein as therein unless the context hereof otherwise requires. 2. Amendments to Credit Agreement. 2.1 Defined Terms. The following terms defined in Section 1.02 of the Credit Agreement are hereby amended as follows: PAGE 1(a) The term "Agreement" is hereby amended to mean the Credit Agreement, as amended and supplemented by this Second Amendment and as the same may from time to time be further amended or supplemented. (b) The term "Commitment" is hereby amended in its entirety to read as follows: "Commitment" means, with respect to each Lender, the commitment of such Lender to make Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to Section 2.01 or assignments by or to such Lender pursuant to Section 9.04. The amount of each Lender's Commitment as of the Second Amendment Effective Date is set forth on Schedule 2.01 to the Second Amendment, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable. The aggregate amount of the Lenders' Commitments as of the Second Amendment Effective Date is $230,000,000. (c) The term "Consolidated EBITDA" is hereby amended in its entirety to read as follows: "Consolidated EBITDA" means for any period, the sum of (a) the consolidated net income of the Borrower and its consolidated Subsidiaries (excluding Project Finance Subsidiaries) for such period plus, to the extent deducted in determining consolidated net income for such period, the aggregate amount of (i) Consolidated Interest Expense, (ii) income tax expense and (iii) depreciation and amortization expense plus (b) the amount of cash dividends actually received during such period by the Borrower or a Subsidiary (other than a Project Finance Subsidiary) from a Project Finance Subsidiary plus (c) the amount of all payments during such period on leases of the type referred to in clause (d) of the definition herein of Indebtedness and the amount of all payments during such period under other off-balance sheet loans and financings of the type referred to in such clause (d); provided, however, for any four fiscal quarter period in which a fiscal quarter of fiscal year 2002 is included, up to $50,000,000 in losses resulting from hedging natural gas liquids utilizing natural gas financial instruments entered into on or prior to the Second Amendment Effective Date shall be excluded from the calculation of Consolidated EBITDA for such four fiscal quarter period. PAGE 2 (d) The term "Lenders" is hereby amended in its entirety to read as follows: "Lenders" means the Persons listed on Schedule 2.01 to the Second Amendment and any other Person that shall have become a party hereto pursuant to an Assignment and Acceptance or pursuant to Section 2.01(b), other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance or pursuant to Section 2.01(c). 2.2 Additional Defined Term. Section 1.02 of the Credit Agreement is hereby further amended and supplemented by adding the following new definition, which reads in its entirety as follows: "Second Amendment" shall mean that certain Second Amendment and Supplement to Credit Agreement dated as of April 24, 2002, among the Borrower, the Lenders party thereto and the Administrative Agent. 2.3 Schedule 2.01 - Commitments. Schedule 2.01 attached to the Credit Agreement is hereby replaced and superseded by Schedule 2.01 attached to this Second Amendment. From and after the Second Amendment Effective Date, each Lender's Commitment shall be as set forth on Schedule 2.01 attached hereto. 2.4 Ratio of Consolidated Indebtedness to Consolidated EBITDA. Section 6.07(b) of the Credit Agreement is hereby amended in its entirety to read as follows: "(b) Ratio of Consolidated Indebtedness to Consolidated EBITDA. The Borrower shall not permit its ratio of Consolidated Indebtedness to Consolidated EBITDA for the four full fiscal quarters most recently ended to exceed 4.00 to 1.0 as of the last day of any fiscal quarter of the Borrower; provided, however, for the four fiscal quarter period ending September 30, 2002, the Borrower's ratio of Consolidated Indebtedness to Consolidated EBITDA shall not exceed 4.50 to 1.0 as of September 30, 2002. For purposes of calculating such ratio, the Project Finance Subsidiaries shall be disregarded. For purposes of this Section 6.07(b), if during any period of four fiscal quarters the Borrower or any Subsidiary acquires any Person (or any interest in any Person) or all or substantially all of the assets of any Person, the EBITDA attributable to such assets or an amount equal to the percentage of ownership of the Borrower in such Person times the EBITDA of such Person, for such period determined on a pro forma basis (which determination, in each case, shall be subject to approval of the Administrative Agent, not to be unreasonably withheld) may be included as Consolidated EBITDA for such period; provided that during the portion of such period that follows such acquisition, the computation in respect of the EBITDA of such Person or such assets, as the case may be, shall be made on the basis of actual (rather than pro forma) results." 3. Conditions Precedent. In addition to all other applicable conditions precedent contained in the Credit Agreement, the obligation of the Lenders party hereto (including the Additional Lender) and the Administrative Agent to enter into this Second Amendment shall be conditioned upon the following conditions precedent: (a) The Administrative Agent shall have received a copy of this Second Amendment, duly completed and executed by the Borrower; PAGE 3 (b) To the extent requested by the Additional Lender or by the Lenders party hereto whose Commitment will increase as of the Second Amendment Effective Date, duly executed Notes payable to the order of such Lender reflecting such Lender's Commitment; and (c) The Administrative Agent shall have received such other information, documents or instruments as it or its counsel may reasonably request. 4. Representations and Warranties. The Borrower represents and warrants that: (a) there exists no Default or Event of Default, or any condition or act which constitutes, or with notice or lapse of time or both would constitute, an Event of Default under the Credit Agreement, as hereby amended and supplemented; (b) the Borrower has performed and complied with all covenants, agreements and conditions contained in the Credit Agreement, as hereby amended and supplemented, required to be performed or complied with by it; and (c) the representations and warranties of the Borrower contained in the Credit Agreement, as hereby amended and supplemented, were true and correct when made, and are true and correct in all material respects at and as of the time of delivery of this Second Amendment. 5. Extent of Amendments. Except as expressly herein set forth, all of the terms, conditions, defined terms, covenants, representations, warranties and all other provisions of the Credit Agreement are herein ratified and confirmed and shall remain in full force and effect. 6. Counterparts. This Second Amendment may be executed in two or more counterparts, and it shall not be necessary that the signatures of all parties hereto be contained on any one counterpart hereof; each counterpart shall be deemed an original, but all of which together shall constitute one and same instrument. 7. References. On and after the Second Amendment Effective Date, the terms "Agreement", "hereof", "herein", "hereunder", and terms of like import when used in the Credit Agreement shall, except where the context otherwise requires, refer to the Credit Agreement, as amended and supplemented by this Second Amendment. PAGE 4 THIS SECOND AMENDMENT, THE CREDIT AGREEMENT, AS AMENDED HEREBY, THE NOTES AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN 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 BETWEEN THE PARTIES. This Second Amendment shall benefit and bind the parties hereto, as well as their respective assigns, successors, heirs and legal representatives. [Signatures Begin on Next Page] EXECUTED as of the Second Amendment Effective Date. BORROWER: ENTERPRISE PRODUCTS OPERATING L.P. By: Enterprise Products GP, LLC , General Partner By: /s/ W. Randall Fowler Name: W. Randall Fowler Title: Vice President and Treasurer LENDERS AND AGENTS: WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), Individually and as Administrative Agent By: /s/ Russell Clingman Name: Russell Clingman Title: Director BANK ONE, NA (Main Office - Chicago), Individually and as Co-Syndication Agent By: /s/ Dianne L. Russell Name: Dianne L. Russell Title: Director THE BANK OF NOVA SCOTIA, Individually and as Co-Syndication Agent By: /s/ A.S. Norsworthy Name: A.S. Norsworthy Title: Senior Manager MIZUHO CORPORATE BANK, Ltd., Individually and as Managing Agent By: /s/ Jacques Azagury Name: Jacques Azagury Title: Senior vice President and Manager FLEET NATIONAL BANK, Individually and as Co-Documentation Agent By: /s/ Christopher C. Holmgren Name: Christopher Holmgren Title: Managing Director WESTDEUTSCHE LANDESBANK GIRONZENTRALE, NEW YORK BRANCH, Individually and as Co-Documentation Agent By: _____________________________________________________ Name: _____________________________________________________ Title: _____________________________________________________ TORONTO DOMINION (TEXAS), INC. By: /s/ Debbie A. Greene Name: Debbie A. Greene Title: Vice President GUARANTY BANK By: /s/ Jim R. Hamilton Name: James R. Hamilton Title: Senior Vice President HIBERNIA NATIONAL BANK By: /s/ Nancy G. Moragas Name: Nancy G. Moragas Title: Vice President ROYAL BANK OF CANADA By: /s/ Tom J. Oberaigner Name: Tom J. Oberaigner Title: Senior Manger BANK OF TOKYO-MITSUBISHI, LTD., HOUSTON AGENCY By: /s/ K. Glasscock Name: K. Glasscock Title: VP and Manger SUNTRUST BANK, Individually and as Managing Agent By: /s/ David J. Edge Name: David J. Edge Title: Director CITIBANK, N.A. By: /s/ Douglas A. Whiddon Name: Douglas A. Whiddon Title: Attorney-In-Fact ACKNOWLEDGMENT AND RATIFICATION OF GUARANTOR The undersigned ("Guarantor") hereby expressly (i) acknowledges the terms of the foregoing Second Amendment and Supplement to Credit Agreement; (ii) ratifies and affirms its obligations under its Guaranty Agreement dated as of November 17, 2000, in favor of the Administrative Agent; (iii) acknowledges, renews and extends its continued liability under said Guaranty Agreement and Guarantor hereby agrees that its Guaranty Agreement remains in full force and effect; and (iv) guarantees to the Administrative Agent the prompt payment when due of all amounts owing or to be owing by it under its Guaranty Agreement pursuant to the terms and conditions thereof, as modified hereby. The foregoing acknowledgment and ratification of the undersigned Guarantor shall be evidenced by signing the spaces provided below, to be effective as of Second Amendment Effective Date. ENTERPRISE PRODUCTS PARTNERS L.P., a Delaware limited partnership By: Enterprise Products GP, LLC, General Partner By: /s/ W. Randall Fowler Name: W. Randall Fowler Title: Vice President and Treasurer SCHEDULE 2.01 COMMITMENTS Lender Commitment Wachovia Bank, National Association $ 27,625,000 Bank One, NA (Main Office - Chicago) $ 25,000,000 Toronto Dominion (Texas), Inc. $ 12,500,000 Fleet National Bank $ 26,750,000 Mizuho Corporate Bank, Ltd. $ 15,000,000 Bank of Tokyo - Mitsubishi, Ltd., $ 10,000,000 Houston Agency SunTrust Bank $ 23,500,000 Westdeutsche Landesbank Girozentrale, $ 15,000,000 New York Branch Guaranty Bank $ 7,500,000 Citibank NA $ 16,500,000 The Bank of Nova Scotia $ 25,000,000 Hibernia National Bank $ 5,625,000 Royal Bank of Canada $ 20,000,000 TOTAL $230,000,000
- Company Dashboard
- Filings
-
10-Q Filing
Enterprise Products Operating L P Inactive 10-Q2002 Q1 Quarterly report
Filed: 14 May 02, 12:00am