SECOND AMENDMENT
TO
AMENDED AND RESTATED
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") dated as of May 13, 1999 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) Kinder Morgan Operating L.P. "A", a Delaware limited partnership
("OLP `A'"); Kinder Morgan Operating L.P. "C", a Delaware limited partnership
("OLP `C'"); Kinder Morgan Operating L.P. "D", a Delaware limited partnership
("OLP `D'"); Kinder Morgan Natural Gas Liquids Corporation, a Delaware
corporation ("KMNGL"); Kinder Morgan CO2 LLC, a Delaware limited liability
company ("KMCO2"); and Kinder Morgan Bulk Terminals, Inc., a Louisiana
corporation ("KMBT", and together with OLP "A", OLP "C", OLP "D", KMNGL, KMCO2,
and the Subsidiary Borrower in its capacity as a guarantor pursuant to Article X
of the Credit Agreement (as defined below), collectively, the "Subsidiary
Guarantors");
(d) the banks and other financial institutions listed on the
signature pages hereof (collectively, the "Lenders"); and
(e) First Union National Bank, a national banking association,
individually as a Lender, as an arranger (in such capacity, the "Arranger"), as
syndication agent for the other Lenders (in such capacity, the "Syndication
Agent"), as issuing bank (in such capacity, the "Issuing Bank"),
as swingline lender (in such capacity, the "Swingline Lender") and as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent").
PRELIMINARY STATEMENT
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The Company, the Subsidiary Borrower, the Subsidiary Guarantors, the
Lenders , the Syndication Agent, the Arranger, the Issuing Bank, the Swingline
Lender, and the Administrative Agent have entered into an Amended and Restated
Credit Agreement dated as of December 1, 1998, as amended pursuant to a First
Amendment to Amended and Restated Credit Agreement dated as of December 21, 1998
(as so amended, and as 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. The Company, the Subsidiary Borrower, the
Subsidiary Guarantors, the Lenders, the Syndication Agent, the Arranger, the
Issuing Bank, the Swingline Lender, and the Administrative Agent have agreed,
upon the terms and conditions specified herein, to amend the Credit Agreement as
hereinafter set forth:
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 Subsidiary Borrower, the
Subsidiary Guarantors, the Lenders, the Syndication Agent, the Arranger, the
Issuing Bank, the Swingline Lender, and the Administrative Agent hereby agree as
follows:
SECTION 1. Amendment to Section 6.04 of the Credit Agreement. Section
6.04 of the Credit Agreement is hereby amended as follows:
(a) Section 6.04(d) is hereby amended by deleting the
word "and" at the end of that section;
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(b) Section 6.04(e) is hereby amended by deleting the period at the
end of that section and inserting "; and" in lieu thereof; and
(c) Section 6.04 is hereby amended by inserting the following as new
Section 6.04(f).
"(f) the purchase of 34,593 shares of Plantation Pipe Line Company,
for not more than $124,200,000.00, which will result in Plantation Pipe
Line becoming a Subsidiary.".
SECTION 2. Designation of Plantation Pipe Line Company as an
Unrestricted Subsidiary. Upon the acquisition of the shares of stock of
Plantation Pipe Line Company pursuant to Section 6.04(f) of the Credit Agreement
as amended hereby, Plantation Pipe Line Company will be an Unrestricted
Subsidiary of the Company and the conditions specified in clauses (i), (ii) and
(iii) of the definition of the term "Unrestricted Subsidiary" shall be
satisfied.
SECTION 3. Conditions of Effectiveness. This Amendment shall become
effective when the Company, the Subsidiary Borrower, the Subsidiary Guarantors,
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 4. Representations and Warranties True; No Default or Event
of Default. The Company hereby represents and warrants to the Administrative
Agent, the Lenders, the Arranger, the Issuing Bank, the Swingline Lender, and
the Syndication Agent that after giving effect to the execution and delivery of
this Amendment: (a) the representations and warranties set forth in the Credit
Agreement are true and correct on the date hereof as though made on and as of
such date,
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and (b) no event has occurred and is continuing that constitutes
either a Default or an Event of Default.
SECTION 5 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, and modified by the
amendment referred to above, shall remain in full force and effect and are
hereby ratified and confirmed.
SECTION 6. 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 7. GOVERNING LAW; BINDING EFFECT. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
AND APPLICABLE FEDERAL LAW AND SHALL BE BINDING UPON THE COMPANY, THE SUBSIDIARY
BORROWER, THE SUBSIDIARY GUARANTORS, THE ADMINISTRATIVE AGENT, THE SYNDICATION
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AGENT, THE ARRANGER, THE ISSUING BANK, THE SWINGLINE LENDER, AND THE LENDERS AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 8. 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 9. ENTIRE AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT
(INCLUDING THE EXHIBITS AND SCHEDULES THERETO), AS AMENDED HEREBY, THE COMPANY,
SUBSIDIARY BORROWER, AND SUBSIDIARY GUARANTORS COUNTERPARTS, IF ANY, THE
ASSIGNMENT AND ACCEPTANCES, IF ANY, THE LOAN DOCUMENTS, AND THE FEE LETTER
EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE COMPANY, THE SUBSIDIARY
BORROWER, THE SUBSIDIARY GUARANTORS, THE ADMINISTRATIVE AGENT, THE SYNDICATION
AGENT, THE ARRANGER, THE ISSUING BANK, THE SWINGLINE LENDER, 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: /s/ David G. Dehaemers, Jr.
------------------------------
Name: David G. Dehaemers, Jr.
Title: Treasurer and
Chief Financial Officer
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KINDER MORGAN OPERATING L.P. "B",
as the Subsidiary Borrower and as
a Subsidiary
Guarantor
By: Kinder Morgan G.P., Inc.,
its General Partner
By: /s/ David G. Dehaemers, Jr.
------------------------------
Name: David G. Dehaemers, Jr.
Title: Treasurer and
Chief Financial Officer
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KINDER MORGAN OPERATING L.P. "A",
as a Subsidiary Guarantor
By: Kinder Morgan G.P., Inc.,
its General Partner
By: /s/ David G. Dehaemers, Jr.
------------------------------
Name: David G. Dehaemers, Jr.
Title: Treasurer and Chief Financial
Officer
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KINDER MORGAN OPERATING L.P. "C",
as a Subsidiary Guarantor
By: Kinder Morgan G.P., Inc.,
its General Partner
By: /s/ David G. Dehaemers, Jr.
------------------------------
Name: David G. Dehaemers, Jr.
Title: Treasurer and Chief Financial
Officer
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KINDER MORGAN OPERATING L.P. "D",
as a Subsidiary Guarantor
By: Kinder Morgan G.P., Inc.,
its General Partner
By: /s/ David G. Dehaemers, Jr.
------------------------------
Name: David G. Dehaemers, Jr.
Title: Treasurer and Chief Financial
Officer
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KINDER MORGAN NATURAL GAS LIQUIDS
CORPORATION, as a Subsidiary Guarantor
By: /s/ David G. Dehaemers, Jr.
------------------------------
Name: David G. Dehaemers, Jr.
Title: Treasurer and Chief Financial
Officer
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KINDER MORGAN BULK TERMINALS, INC.,
as a Subsidiary Guarantor
By: /s/ David G. Dehaemers, Jr.
------------------------------
Name: David G. Dehaemers, Jr.
Title: Treasurer and Chief Financial
Officer
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KINDER MORGAN CO2, LLC,
as a Subsidiary Guarantor
By: Kinder Morgan Operating L.P. "A",
its Sole Member
By: Kinder Morgan G.P., Inc.,
its General Partner
By: /s/ David G. Dehaemers, Jr.
------------------------------
Name: David G. Dehaemers, Jr.
Title: Treasurer and Chief Financial
Officer
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Revolving Loan Commitment: FIRST UNION NATIONAL BANK,as the
$47,000,000.00 Arranger, the Syndication Agent,
Administrative Agent, the Issuing Bank,
the Swingline Lender and as a Lender
By: /s/ Paul N. Riddle
------------------------------
Name: Paul N. Riddle
Title: Managing Director
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Revolving Loan Commitment: GOLDMAN SACHS CREDIT PARTNERS L.P.
$8,000,000.00
By: /s/ Stephen B. King
-----------------------------
Name: Stephen B. King
Title: Authorized Signatory
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Revolving Loan Commitment: BANK OF AMERICA NATIONAL TRUST
$10,000,000.00 AND SAVINGS ASSOCIATION
By: /s/ Daryl G. Patterson
-----------------------------
Name: Daryl G. Patterson
Title: Vice President
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Revolving Loan Commitment: BANK OF MONTREAL
$12,500,000.00
By: /s/ Cahal B. Carmody
----------------------------
Name: Cahal B. Carmody
Title: Director
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Revolving Loan Commitment: BANK OF SCOTLAND
$20,000,000.00
By: /s/ Annie Chin Tat
-----------------------------
Name: Annie Chin Tat
Title: Senior Vice President
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Revolving Loan Commitment: PARIBAS
$12,500,000.00
By: /s/ Marian Livingston
---------------------------
Name: Marian Livingston
Title: Vice President
By: /s/ Betsy R. Jocker
---------------------------
Name: Betsy R. Jocker
Title: Assistant Vice President
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Revolving Loan Commitment: BARCLAYS BANK PLC
$22,000,000.00
By: /s/ J. Onischuch
----------------------------
Name: J. Onischuch
Title: Director
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Revolving Loan Commitment: CIBC INC.
$10,000,000.00
By: /s/ Roger Colden
------------------------------
Name: Roger Colden
Title: Authorized Signatory
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Revolving Loan Commitment: COMMERZBANK AG, ATLANTA AGENCY
$10,000,000.00
By: /s/ Dempsey L. Gable
------------------------------
Name: Dempsey L. Gable
Title: Senior Vice President
By: /s/ A. Oliver Welsch-Lehmann
------------------------------
Name: A. Oliver Welsch-Lehmann
Title: Assistant Vice President
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Revolving Loan Commitment: CREDIT LYONNAIS NEW YORK BRANCH
$10,000,000.00
By: /s/ Philippe Soustra
------------------------------
Name: Philippe Soustra
Title: Senior Vice President
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Revolving Loan Commitment: FIRST NATIONAL BANK OF CHICAGO
$39,000,000.00
By: /s/ Jeanie C. Harmon
------------------------------
Name: Jeanie C. Harmon
Title: Vice President
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Revolving Loan Commitment: NATIONSBANK, N.A., as successor by merger to
$22,000,000.00 NationsBank of Texas, N.A.
By: /s/ Daryl G. Patterson
--------------------------------
Name: Daryl G. Patterson
Title: Vice President
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Revolving Loan Commitment: THE PRUDENTIAL INSURANCE COMPANY
$50,000,000.00 OF AMERICA
By: /s/ Rie E. Abel
--------------------------------
Name: Rie E. Abel
Title: Vice President
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Revolving Loan Commitment: SOCIETE GENERALE
$22,000,000.00
By: /s/ Richard A. Gould
Name: Richard A. Gould
Title: Director
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Revolving Loan Commitment: PNC BANK, NATIONAL ASSOCIATION
$10,000,000.00
By: ---------------------------
Name:
Title:
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Revolving Loan Commitment: UNION BANK OF CALIFORNIA, N.A.
$10,000,000.00
By: /s/ Gary Shekeyian
-----------------------------
Name: Gary Shekeyian
Title: Assistant Vice President
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Revolving Loan Commitment: WELLS FARGO BANK (TEXAS), NA
$10,000,000.00
By: /s/ J. Alan Alexander
Name: J. Alan Alexander
Title: Vice President
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