Exhibit 10.2
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SECOND AMENDMENT
TO
CREDIT AGREEMENT
DATED AS OF
AUGUST 5, 2005
AMONG
KINDER MORGAN ENERGY PARTNERS, L.P.,
AS THE COMPANY,
KINDER MORGAN OPERATING L.P. "B",
AS THE SUBSIDIARY BORROWER,
THE LENDERS PARTY HERETO,
WACHOVIA BANK, NATIONAL ASSOCIATION,
AS THE ADMINISTRATIVE AGENT,
CITIBANK, N.A.
AND
JPMORGAN CHASE BANK, N.A.,
AS THE CO-SYNDICATION AGENTS
AND
THE ROYAL BANK OF SCOTLAND PLC
AND
BARCLAYS BANK PLC,
AS THE CO-DOCUMENTATION AGENTS
AND
WACHOVIA CAPITAL MARKETS, LLC
AND
CITIGROUP GLOBAL MARKETS, INC.,
AS JOINT LEAD ARRANGERS
AND
WACHOVIA CAPITAL MARKETS, LLC,
CITIGROUP GLOBAL MARKETS, INC.,
AND
J.P. MORGAN SECURITIES INC.,
AS JOINT BOOK MANAGERS
SECOND AMENDMENT
TO
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated
as of April 13, 2006 is among:
(a) Kinder Morgan Energy Partners, L.P., a Delaware limited
partnership (the "Company");
(b) Kinder Morgan Operating L.P. "B", a Delaware limited partnership
(the "Subsidiary Borrower");
(c) the banks and other financial institutions listed on the
signature pages hereof under the caption "Lender" (collectively, the "Lenders");
(d) Wachovia Bank, National Association, a national banking
association, individually as a Lender and as administrative agent for the
Lenders (in such latter capacity, the "Administrative Agent");
(e) Citibank, N.A., and JPMorgan Chase Bank, N.A., as Co-Syndication
Agents (the "Co-Syndication Agents"); and
(f) The Royal Bank of Scotland plc, and Barclays Bank PLC, as
Co-Documentation Agents (the "Co-Documentation Agents").
PRELIMINARY STATEMENT
The Company, the Subsidiary Borrower, the Lenders, the
Administrative Agent, the Co-Syndication Agents, and the Co-Documentation
Agents, have entered into a Credit Agreement dated as of August 5, 2005, as
amended pursuant to the First Amendment to Credit
1
Agreement dated as of October 28, 2005 (as so amended, and as it may be further
amended, modified, supplemented and/or restated from time to time, the "Credit
Agreement"). All capitalized terms defined in the Credit Agreement and not
otherwise defined herein shall have the same meanings herein as in the Credit
Agreement.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the Company, the Lenders, and the
Administrative Agent hereby agree as follows:
SECTION 1. Amendments to Section 6.06 of the Credit Agreement.
(a) Section 6.06(a) is hereby amended by deleting the parenthetical
phrase "other than Indebtedness permitted pursuant to Section 6.06(b)".
(b) Section 6.06(b) of the Credit Agreement is hereby deleted in its
entirety and the phrase "Intentionally omitted" substituted therefor.
SECTION 2. Conditions of Effectiveness. This Amendment shall become
effective when the Company, the Subsidiary Borrower and the Required Lenders
shall have executed a counterpart hereof and delivered the same to the
Administrative Agent or, in the case of any Lender as to which an executed
counterpart hereof shall not have been so delivered, the Administrative Agent
shall have received written confirmation by telecopy or other similar writing
from such Lender of execution of a counterpart hereof by such Lender.
SECTION 3. Representations and Warranties True; No Default or Event
of Default. The Company hereby represents and warrants to the Administrative
Agent and the Lenders, that after giving effect to the execution and delivery of
this Amendment: (a) the representations and warranties set forth in Article IV
of the Credit Agreement (other than the
2
representation set forth in Section 4.07(c)) and in the other Loan Documents are
true and correct in all material respects as of, and as if such representations
and warranties were made on, the date hereof (unless any such representation and
warranty expressly relates to an earlier date in which event such representation
and warranty is true and correct as of such date); and (b) no event has occurred
and is continuing that constitutes either a Default or an Event of Default.
SECTION 4. Reference to the Credit Agreement and Effect on the Notes
and Other Documents Executed Pursuant to the Credit Agreement.
(a) Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement," "hereunder," "herein," "hereof" or words
of like import shall mean and be a reference to the Credit Agreement, as amended
hereby.
(b) Upon the effectiveness of this Amendment, each reference in the
Notes and the other documents and agreements delivered or to be delivered
pursuant to the Credit Agreement shall mean and be a reference to the Credit
Agreement, as amended hereby.
(c) The Credit Agreement and the Notes and other documents and
agreements delivered pursuant to the Credit Agreement, as modified by the
amendment referred to above, shall remain in full force and effect and are
hereby ratified and confirmed.
SECTION 5. 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 6. GOVERNING LAW; BINDING EFFECT. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE
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WITH THE LAWS OF THE STATE OF NEW YORK AND APPLICABLE FEDERAL LAW AND SHALL BE
BINDING UPON THE COMPANY, THE ADMINISTRATIVE AGENT, THE LENDERS AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 7. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
SECTION 8. ENTIRE AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT
(INCLUDING THE EXHIBITS AND SCHEDULES THERETO), AS AMENDED HEREBY, AND THE OTHER
LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE COMPANY,
THE ADMINISTRATIVE AGENT AND THE LENDERS RELATING TO THE SUBJECT MATTER HEREOF
AND THEREOF AND SUPERSEDE ALL PRIOR PROPOSALS, AGREEMENTS AND UNDERSTANDINGS
RELATING TO SUCH SUBJECT MATTER.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed effective as of the date first stated herein, by their respective
officers thereunto duly authorized.
KINDER MORGAN ENERGY PARTNERS, L.P.,
as the Company
By: Kinder Morgan G.P., Inc.,
its General Partner
By: Kinder Morgan Management, LLC,
its Delegate
By: /s/ Joseph Listengart
------------------------
Name: Joseph Listengart
Title: Vice President
KINDER MORGAN OPERATING L.P. "B",
as the Subsidiary Borrower
By: Kinder Morgan G.P., Inc.,
its General Partner
By: Kinder Morgan Management, LLC,
its Delegate
By: /s/ Joseph Listengart
------------------------
Name: Joseph Listengart
Title: Vice President
WACHOVIA BANK, NATIONAL
ASSOCIATION, as the Administrative Agent and
as a Lender
By: /s/ Shannan Townsend
------------------------------------
Name: Shannan Townsend
Title: Director
CITIBANK, N.A.,
as a Co-Syndication Agent and as a Lender
By: /s/ Shirley E. Burrow
------------------------------------
Name: Shirley E. Burrow
Title: Attorney-In-Fact
JPMORGAN CHASE BANK, N.A.
as a Co-Syndication Agent and as a Lender
By: /s/ Dianne L. Russell
------------------------------------
Name: Dianne L. Russell
Title: Vice President
THE ROYAL BANK OF SCOTLAND plc,
as a Co-Documentation Agent and as a Lender
By: /s/ Keith Johnson
------------------------------------
Name: Keith Johnson
Title: Managing Director
BARCLAYS BANK PLC,
as a Co-Documentation Agent and as a Lender
By: /s/ Alison McGuigan
------------------------------------
Name: Alison McGuigan
Title: Associate Director
THE BANK OF TOKYO-MITSUBISHI, LTD.,
HOUSTON AGENCY
By: /s/ John McGhee
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Name: John McGhee
Title: Vice President & Manager
SUNTRUST BANK
By:
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Name:
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Title:
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HARRIS NESBITT FINANCING, INC.
By:
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Name:
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Title:
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WILLIAM STREET COMMITMENT CORPORATION
(Recourse only to assets of William Street
Commitment Corporation)
By: /s/ Mark Walton
------------------------------------
Name: Mark Walton
Title: Assistant Vice President
SUMITOMO MITSUI BANKING CORPORATION
By:
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Name:
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Title:
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COMMERZBANK AG,
NEW YORK AND GRAND CAYMAN BRANCHES
By:
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By:
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LEHMAN BROTHERS BANK, FSB
By: /s/ Janine M. Shugan
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Name: Janine M. Shugan
Title: Authorized Signatory
CALYON, NEW YORK BRANCH
By:
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Name:
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Title:
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By:
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Name:
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Title:
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DEUTSCHE BANK AG NEW YORK BRANCH
By: /s/ Marcus Tarkington
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Name: Marcus Tarkington
Title: Director
By: /s/ Rainer Meier
--------------------------------------
Name: Rainer Meier
Title: Vice President
UBS LOAN FINANCE LLC
By: /s/ Douglas Gerveline
--------------------------------------
Name: Douglas Gerveline
Title: Associate Director Banking Products
Services, US
By: /s/ Steven J. Nibur
--------------------------------------
Name: Steven J. Nibur
Title: Associate Director Banking Products
Services, US
BANK OF AMERICA, N.A.
By:
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Name:
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Title:
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MERRILL LYNCH BANK USA
By: /s/ David Millett
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Name: David Millett
Title: Vice President
CREDIT SUISSE, Cayman Islands Branch
By: /s/ Vanessa Gomez
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Name: Vanessa Gomez
Title: Vice President
By: /s/ Nupur Kumar
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Name: Nupur Kumar
Title: Associate
WELLS FARGO BANK TEXAS, N.A.
By: /s/ Stephanie B. Casas
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Name: Stephanie B. Casas
Title: Vice President