FIRST AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this
"AMENDMENT") dated as of December 3, 2004, is entered into by and among ATLAS
PIPELINE PARTNERS, L.P., a Delaware limited partnership ("BORROWER"); ATLAS
PIPELINE NEW YORK, LLC, a Pennsylvania limited liability company ("APL NEW
YORK"); ATLAS PIPELINE OHIO, LLC, a Pennsylvania limited liability company ("APL
OHIO"); ATLAS PIPELINE PENNSYLVANIA, LLC, a Pennsylvania limited liability
company ("APL PENNSYLVANIA"); ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership ("APL Operating"); and SPECTRUM FIELD SERVICES LLC,
a Delaware limited liability company ("SPECTRUM"; Spectrum, APL New York, APL
Ohio, APL Pennsylvania and APL Operating are collectively referred to herein as
"GUARANTORS," and Borrower and Guarantors are collectively referred to herein as
the "OBLIGORS"); each of the lenders party hereto (individually, together with
its successors and assigns, a "LENDER," and collectively, "LENDERS"); WACHOVIA
BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such
capacity, together with its successors in such capacity, "ADMINISTRATIVE
AGENT"), and WACHOVIA BANK, NATIONAL ASSOCIATION, as issuing bank (in such
capacity, together with its successors in such capacity, the "ISSUING BANK").
R E C I T A L S
A. Borrower, Guarantors, Administrative Agent and Lenders have entered
into that certain Revolving Credit and Term Loan Agreement dated as of July 16,
2004 (as renewed, extended, amended or restated from time to time, the "CREDIT
AGREEMENT").
B. Borrower has requested that Administrative Agent, Issuing Bank and
Lenders amend the Credit Agreement, as provided herein, subject to the terms and
conditions hereof.
NOW, THEREFORE, in consideration of the foregoing, and intending to be
legally bound, the parties agree as follows:
SECTION 1. TERMS DEFINED IN CREDIT AGREEMENT. As used in this
Amendment, except as may otherwise be provided herein, all capitalized terms
which are defined in the Credit Agreement shall have the same meaning herein as
therein, all of such terms and their definitions being incorporated herein by
reference. Unless otherwise indicated herein, all capitalized and undefined
terms used herein shall have the same meanings as set forth in the Credit
Agreement.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT. Subject to the conditions
set forth in SECTION 3 hereof, the Credit Agreement is hereby amended as
follows:
(a) The definition of "Aggregate Maximum Revolver Amount" in
SECTION 1.02 of the Credit Agreement shall read as follows:
"AGGREGATE MAXIMUM REVOLVER AMOUNT at any time shall equal the
sum of the Maximum Revolver Amounts of the Revolver Lenders
($90,000,000), as the same may be increased pursuant to
SECTION 2.11 or reduced pursuant to SECTION 2.03(A)."
(b) SECTION 2.11(A) of the Credit Agreement is deleted in its
entirety and the following is substituted in lieu thereof:
"(a) Provided there exists no Default or Event of Default and
subject to the conditions set forth under CLAUSE (E) below, upon notice
to the Administrative Agent (which shall promptly notify the Lenders),
the Borrower may, from time to time, request increases in the aggregate
Revolver Commitments under the Revolver Facility; provided, that (i)
the Aggregate Maximum Revolver Amount shall not exceed $130,000,000,
and (ii) each increase of the Revolver Facility shall be in a minimum
amount of $10,000,000, or integral multiples of $1,000,000 in excess
thereof. At the time of sending such notice, the Borrower (in
consultation with the Administrative Agent) shall specify the time
period within which each Revolver Lender is requested to respond (which
shall in no event be less than ten (10) Business Days from the date of
delivery of such notice to the Revolver Lenders)."
(c) ANNEX I attached to the Credit Agreement is hereby
replaced in its entirety with EXHIBIT A attached hereto.
SECTION 3. AMENDMENT EFFECTIVE DATE. This Amendment shall be binding
upon all parties to the Credit Agreement as of the date (the "AMENDMENT
EFFECTIVE DATE") that Administrative Agent receives:
(a) sufficient counterparts of this Amendment, executed and
delivered to Administrative Agent by (i) Borrower, (ii) Administrative
Agent, (iii) Issuing Bank, and (iv) each Lender with an increased
Revolver Commitment, and such additional Lenders that, when aggregated
therewith, hold more than 66-2/3% of the sum of the unused portion, if
any, of the Commitments under the Revolver Facility plus the total
outstanding amount of the Commitments under the Revolver Facility;
(b) replacement Revolver Notes and Term Loan Notes, reflecting
Lenders' revised Revolver Commitments and Term Loan Commitments; and
(c) such other agreements, certificates, documents and
evidence of authority as Administrative Agent, any Lender or counsel to
the Administrative Agent may reasonably request.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF OBLIGORS. Each of the
Obligors represents and warrants to Administrative Agent, Issuing Bank and
Lenders, with full knowledge that Administrative Agent, Issuing Bank, and
Lenders are relying on the following representations and warranties in executing
this Amendment, as follows:
(a) each Obligor has the organizational power and authority to
execute, deliver and perform this Amendment and such other Loan
Documents executed in connection herewith, and all organizational
action on the part of such Person requisite for the due execution,
delivery and performance of this Amendment and such other Loan
Documents executed in connection herewith has been duly and effectively
taken;
(b) the Credit Agreement, as amended by this Amendment, the
Loan Documents and each and every other document executed and delivered
in connection with this Amendment to which any Obligor is a party
constitute the legal, valid and binding obligations of each Obligor to
the extent it is a party thereto, enforceable against such Person in
accordance with their respective terms;
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(c) this Amendment does not and will not violate any
provisions of any of the organizational documents of any Obligor, or
any contract, agreement, instrument or requirement of any Governmental
Authority to which any Obligor is subject. Obligors' execution of this
Amendment will not result in the creation or imposition of any lien
upon any properties of any Obligor, other than those permitted by the
Credit Agreement and this Amendment;
(d) the execution, delivery and performance of this Amendment
by Obligors does not require the consent or approval of any other
Person, including, without limitation, any regulatory authority or
governmental body of the United States of America or any state thereof
or any political subdivision of the United States of America or any
state thereof; and
(e) no Default exists, and all of the representations and
warranties contained in the Credit Agreement and all instruments and
documents executed pursuant thereto or contemplated thereby are true
and correct in all material respects on and as of this date, other than
those which have been disclosed to Administrative Agent, Issuing Bank
and Lenders in writing.
SECTION 5. REFERENCE TO AND EFFECT ON THE AGREEMENT.
(a) On and after the Amendment Effective Date, each reference
in the Credit Agreement to "this Agreement," "hereunder," "hereof,"
"herein," or words of like import shall mean and be a reference to the
Credit Agreement, as amended hereby.
(b) Except as specifically amended by this Amendment, the
Credit Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
SECTION 6. COSTS, EXPENSES AND TAXES. Borrower agrees to pay on demand
all reasonable costs and expenses of Administrative Agent in connection with the
preparation, reproduction, execution and delivery of this Amendment, and the
other instruments and documents to be delivered hereunder, including reasonable
attorneys' fees and out-of-pocket expenses of Administrative Agent. In addition,
Borrower shall pay any and all recording and filing fees payable or determined
to be payable in connection with the execution and delivery, filing or recording
of this Amendment and the other instruments and documents to be delivered
hereunder, and agrees to save Administrative Agent harmless from and against any
and all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes or fees.
SECTION 7. EXTENT OF AMENDMENTS. Except as otherwise expressly provided
herein, the Credit Agreement and the other Loan Documents are not amended,
modified or affected by this Amendment. Obligors ratify and confirm that (a)
except as expressly amended hereby, all of the terms, conditions, covenants,
representations, warranties and all other provisions of the Credit Agreement
remain in full force and effect, (b) each of the other Loan Documents are and
remain in full force and effect in accordance with their respective terms, and
(c) the collateral under the Security Instruments is unimpaired by this
Amendment.
SECTION 8. DISCLOSURE OF CLAIMS. As additional consideration to the
execution, delivery, and performance of this Amendment by the parties hereto and
in order to induce Administrative Agent, Issuing Bank and Lenders to enter into
this Amendment, each Obligor represents and warrants that it knows of no
defenses, counterclaims or rights of setoff to the payment of any Indebtedness.
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SECTION 9. AFFIRMATION OF GUARANTY AGREEMENTS, SECURITY INTEREST.
(a) Each of the undersigned Guarantors hereby consents to and
accepts the terms and conditions of this Amendment, and the
transactions contemplated hereby, agrees to be bound by the terms and
conditions hereof, and ratifies and confirms that each Guaranty
Agreement and each of the other Loan Documents to which it is a party
is, and shall remain, in full force and effect after giving effect to
this Amendment.
(b) Obligors hereby confirm and agree that any and all liens,
security interest and other security or collateral now or hereafter
held by Administrative Agent for the benefit of Lenders as security for
payment and performance of the Obligations hereby under such Security
Instruments to which such Obligor is a party are renewed and carried
forth to secure payment and performance of all of the Obligations. The
Security Instruments are and remain legal, valid and binding
obligations of the parties thereto, enforceable in accordance with
their respective terms.
SECTION 10. EXECUTION AND 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. Delivery of an executed counterpart of this Amendment by
facsimile and other Loan Documents shall be equally as effective as delivery of
a manually executed counterpart of this Amendment and such other Loan Documents.
SECTION 11. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 12. HEADINGS. Section headings in this Amendment are included
herein for convenience and reference only and shall not constitute a part of
this Amendment for any other purpose.
SECTION 13. NO ORAL AGREEMENTS. THE CREDIT AGREEMENT (AS AMENDED BY
THIS AMENDMENT) 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.
[THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK. SIGNATURE PAGES TO FOLLOW.]
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IN WITNESS WHEREOF, the parties have executed this Amendment to Credit
Agreement as of the day and year first above written.
BORROWER:
ATTEST:
ATLAS PIPELINE PARTNERS, L.P.,
a Delaware limited partnership
(SEAL) By: Atlas Pipeline Partners GP, LLC,
its general partner
By:_____________________________________ By:_____________________________
Name:___________________________________ Name:___________________________
Title:__________________________________ Title:__________________________
SIGNATURE PAGE TO
FIRST AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
GUARANTORS:
ATLAS PIPELINE NEW YORK, LLC,
a Pennsylvania limited
liability company
By: Atlas Pipeline Operating
Partnership, L.P.,
a Delaware limited
partnership
and its sole member
By: Atlas Pipeline Partners
GP, LLC,
a Delaware limited
liability company
and its sole general
partner
By:_____________________
Name:___________________
Title:__________________
ATLAS PIPELINE OHIO, LLC,
a Pennsylvania limited liability
company
By: Atlas Pipeline Operating
Partnership, L.P.,
a Delaware limited
partnership
and its sole member
By: Atlas Pipeline Partners
GP, LLC,
a Delaware limited
liability company
and its sole general
partner
By:_____________________
Name:___________________
Title:__________________
SIGNATURE PAGE TO
FIRST AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
ATLAS PIPELINE PENNSYLVANIA, LLC,
a Pennsylvania limited liability company
By: Atlas Pipeline Operating
Partnership, L.P.,
a Delaware limited partnership
and its sole member
By: Atlas Pipeline Partners GP, LLC,
a Delaware limited liability
company and its sole general
partner
By:_____________________________
Name:___________________________
Title:__________________________
ATLAS PIPELINE OPERATING PARTNERSHIP,
L.P., a Delaware limited partnership
By: Atlas Pipeline Partners GP, LLC,
a Delaware limited liability company
and its sole general partner
By:_____________________________
Name:___________________________
Title:__________________________
SPECTRUM FIELD SERVICES LLC,
a Delaware limited liability company
By: Atlas Pipeline Operating
Partnership, L.P.,
a Delaware limited partnership
and its sole member
By: Atlas Pipeline Partners GP, LLC,
a Delaware limited liability
company and its sole general
partner
By:_____________________________
Name:___________________________
Title:__________________________
SIGNATURE PAGE TO
FIRST AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
ADMINISTRATIVE AGENT, ISSUING BANK
AND A LENDER:
WACHOVIA BANK, NATIONAL ASSOCIATION
By:_________________________________
Paul Riddle
Director
SIGNATURE PAGE TO
FIRST AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
LENDERS:
KEYBANK NATIONAL ASSOCIATION
By:____________________________
Name:
Title:
SIGNATURE PAGE TO
FIRST AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
BANK OF OKLAHOMA N.A.
By:________________________
Name:
Title:
SIGNATURE PAGE TO
FIRST AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
WELLS FARGO BANK, N.A.
By:________________________
Name:
Title:
SIGNATURE PAGE TO
FIRST AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
FLEET NATIONAL BANK
By:________________________
Name:
Title:
SIGNATURE PAGE TO
FIRST AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
FORTIS CAPITAL CORP.
By:________________________
Name:
Title:
SIGNATURE PAGE TO
FIRST AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
GUARANTY BANK
By:________________________
Name:
Title:
SIGNATURE PAGE TO
FIRST AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
BANK OF SCOTLAND
By:________________________
Name:
Title:
SIGNATURE PAGE TO
FIRST AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
COMERICA BANK
By:________________________
Name:
Title:
SIGNATURE PAGE TO
FIRST AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
WESTLB AG, NEW YORK BRANCH
By:________________________
Name:
Title:
SIGNATURE PAGE TO
FIRST AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
COMPASS BANK
By:________________________
Name:
Title:
SIGNATURE PAGE TO
FIRST AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
UFJ BANK LIMITED, NEW YORK BRANCH
By:______________________________
Name:
Title:
SIGNATURE PAGE TO
FIRST AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
EXHIBIT A
ANNEX I
-------
LIST OF PERCENTAGE SHARES,
MAXIMUM REVOLVER AMOUNTS AND MAXIMUM TERM LOAN AMOUNTS
- --------------------------------------------------------------------------------------------------------------------
PERCENTAGE
MAXIMUM PERCENTAGE MAXIMUM SHARE
REVOLVER SHARE TERM LOAN (TERM LOAN
NAME OF LENDER AMOUNT (REVOLVER FACILITY) AMOUNT FACILITY)
- --------------------------------------------------------------------------------------------------------------------
Wachovia Bank, National Association $9,166,666 10.185184444% $4,506,946 10.185188701%
- --------------------------------------------------------------------------------------------------------------------
KeyBank, National Association $9,166,666 10.185184444% $4,506,946 10.185188701%
- --------------------------------------------------------------------------------------------------------------------
Bank of Oklahoma N.A. $8,333,333 9.259258889% $4,097,223 9.259261017%
- --------------------------------------------------------------------------------------------------------------------
Wells Fargo Bank, N.A. $8,333,333 9.259258889% $4,097,223 9.259261017%
- --------------------------------------------------------------------------------------------------------------------
Fleet National Bank $8,333,333 9.259258889% $4,097,223 9.259261017%
- --------------------------------------------------------------------------------------------------------------------
Fortis Capital Corp.
$6,666,667 7.407407778% $3,277,777 7.407405650%
- --------------------------------------------------------------------------------------------------------------------
Guaranty Bank
$6,666,667 7.407407778% $3,277,777 7.407405650%
- --------------------------------------------------------------------------------------------------------------------
Bank of Scotland
$6,666,667 7.407407778% $3,277,777 7.407405650%
- --------------------------------------------------------------------------------------------------------------------
Comerica Bank
$6,666,667 7.407407778% $3,277,777 7.407405650%
- --------------------------------------------------------------------------------------------------------------------
WestLB AG, New York Branch
$6,666,667 7.407407778% $3,277,777 7.407405650%
- --------------------------------------------------------------------------------------------------------------------
Compass Bank
$6,666,667 7.407407778% $3,277,777 7.407405650%
- --------------------------------------------------------------------------------------------------------------------
UFJ Bank Limited, New York Branch
$6,666,667 7.407407778% $3,277,777 7.407405650%
- --------------------------------------------------------------------------------------------------------------------
TOTAL $90,000,000 100.000000000% $44,250,000 100.000000000%
- --------------------------------------------------------------------------------------------------------------------
EXHIBIT A
PAGE 1