Exhibit 10.C
TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS
Pursuant to subsection 2.1(c) of the Seventh Amended and Restated
Credit Agreement, dated as of March 23, 1995, as amended and restated through
September 26, 2003, among GulfTerra Energy Partners, L.P., a Delaware limited
partnership (the "Borrower"), GulfTerra Energy Finance Corporation, a Delaware
corporation (the "Co-Borrower"), the several banks and other financial
institutions from time to time parties thereto (the "Lenders"), and JPMorgan
Chase Bank, as administrative agent (the "Administrative Agent"), as amended by
that certain First Amendment to Seventh Amended and Restated Credit Agreement
dated as of December 1, 2003, by and among the Borrower, the Co-Borrower, the
Lenders parties thereto and the Administrative Agent (as so amended, the "Credit
Agreement"), the undersigned hereby execute this Term Loan Addendum dated as of
December 10, 2003 (this "Addendum"). Capitalized terms used herein and not
defined herein shall have the meanings assigned to such terms in the Credit
Agreement.
In consideration of the premises and the mutual covenants contained
herein, the parties hereto hereby agree as follows:
1. Subject to the terms and conditions hereof and in the Credit
Agreement, each Additional Term Loan Lender party to this Addendum agrees to
make, on the Additional Term Loan Closing Date, term loans (the "Series B-1
Additional Term Loans") to the Borrower in an aggregate principal amount not to
exceed such Xxxxxx's Additional Term Loan Commitment set forth on Schedule I
attached hereto under the heading "Series B-1 Additional Term Loan Commitment".
Once repaid, the Series B-1 Additional Term Loans may not be reborrowed.
2. The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Additional Term Loan Lender party
to this Addendum (a) in semi- annual installments beginning on the date six
months following the Additional Term Loan Closing Date for the Series B-1
Additional Term Loans and ending on the date six months prior to the Additional
Term Loan Maturity Date (as defined below), an amount equal to $1,500,000 for
each installment and (b) the then unpaid principal amount of each Series B-1
Additional Term Loan on the Additional Term Loan Maturity Date.
3. The "Applicable Margin" for the Series B-1 Additional Term
Loans shall be on any day and with respect to any Series B-1 Additional Term
Loans that are Alternate Base Rate Loans, 1.25% per annum and for any Series B-1
Additional Term Loans that are Eurodollar Loans, 2.25% per annum.
4. The "Additional Term Loan Maturity Date" for the Series B-1
Additional Term Loans shall be December 10, 2008.
5. The "Additional Term Loan Closing Date" for the Series B-1
Additional Term Loans is December 10, 2003, which is the date on which the
conditions set forth in Section 6.3 of the Credit Agreement were first satisfied
or waived in respect of the Series B-1 Additional Term Loans.
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6. Each Additional Term Loan Lender party to this Addendum hereby
acknowledges that it has received and reviewed a copy (in execution form) of the
Credit Agreement, and agrees, effective as of the Additional Term Loan Closing
Date, to:
(a) join the Credit Agreement as an Additional Term Loan Lender
thereunder;
(b) be bound by all the terms in the Credit Agreement, other Loan
Documents existing as of the date hereof and any other Loan
Document to which it is a party; and
(c) perform all obligations required of it by the Credit Agreement
and any other Loan Document to which it is a party, including,
if it is organized under the laws of a jurisdiction outside
the United States, its obligation pursuant to Section 4.10 of
the Credit Agreement to deliver the forms prescribed by the
Internal Revenue Service of the United States certifying as to
such Additional Term Loan Lender's exemption from United
States withholding taxes with respect to all payments to be
made to such Additional Term Loan Lender under the Credit
Agreement, or such other documents as are necessary to
indicate that all such payments are subject to such tax at a
rate reduced by an applicable tax treaty.
7. Subject to Article X of the Credit Agreement, each Additional
Term Loan Lender party to this Addendum hereby irrevocably designates and
appoints JPMorgan as the Administrative Agent of such Lender under the Credit
Agreement, this Addendum and the other Loan Documents, and each such Lender
irrevocably authorizes JPMorgan, as the Administrative Agent for such Lender, to
take such action on its behalf under the provisions of the Credit Agreement,
this Addendum and the other Loan Documents and to exercise such powers and
perform such duties as are expressly delegated to the Administrative Agent by
the terms of the Credit Agreement, this Addendum and the other Loan Documents,
together with such other powers as are reasonably incidental thereto.
8. Subject to Article XII of the Credit Agreement, each
Additional Term Loan Lender party to this Addendum hereby irrevocably designates
and appoints JPMorgan as the Collateral Agent of such Lender under the Credit
Agreement, this Addendum and the other Loan Documents, and each such Lender
irrevocably authorizes JPMorgan, as the Collateral Agent for such Lender, to
take such action on its behalf under the provisions of the Credit Agreement,
this Addendum and the other Loan Documents and to exercise such powers and
perform such duties as are expressly delegated to the Collateral Agent by the
terms of the Credit Agreement, this Addendum and the other Loan Documents,
together with such other powers as are reasonably incidental thereto.
9. Each Additional Term Loan Lender party to this Addendum hereby
consents and agrees (i) to the provisions of the Intercreditor Agreement,
including the indemnity provisions set forth in Section 6 thereof and (ii) that
the address for notices under Section 11.2 of the Credit Agreement to such
Additional Term Loan Lender is specified in Schedule I attached hereto.
10. THIS ADDENDUM AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED
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AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
11. This Addendum may be executed by one or more of the parties to
this Addendum on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Addendum signed by all the parties shall
be lodged with the Borrower and the Administrative Agent.
[Signature Pages Begin on Next Page]
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IN WITNESS WHEREOF, the undersigned has executed this Addendum as of
the 10th day of December, 2003.
BORROWER:
GULFTERRA ENERGY PARTNERS, L.P.
By: /s/ Xxxxx X. Xxxxxx
Name:Xxxxx X. Xxxxxx
Title: Vice President and Chief Financial
Officer
CO-BORROWER:
GULFTERRA ENERGY FINANCE
CORPORATION
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and Chief Financial
Officer
ADMINISTRATIVE AGENT:
JPMORGAN CHASE BANK,
AS ADMINISTRATIVE AGENT
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Signature Page 1
TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS
JPMORGAN CHASE BANK
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Signature Page 2
TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS
FORTIS CAPITAL CORP.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Signature Page 3
TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS
BANK ONE, NA (MAIN OFFICE, CHICAGO)
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Director
Signature Page 4
TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS
BANK OF SCOTLAND
By: /s/ Xxxxx X. Xxx
------------------------------------
Name: Xxxxx X. Xxx
Title: Director, Business Services
Signature Page 5
TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS
SUNTRUST BANK
By: /s/ Xxxx Xxxxxxxx Xxxx
------------------------------------
Name: Xxxx Xxxxxxxx Xxxx
Title: Vice President
Signature Page 6
TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS
SOUTHWEST BANK OF TEXAS, N.A.
By: /s/ X. Xxxxx Xxxxxxx
------------------------------------
Name: X. Xxxxx Xxxxxxx
Title: Senior Vice President Energy Lending
Signature Page 7
TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS
NEWCOURT CAPITAL USA INC.
By: /s/ X. Xxxxxxxx Xxxxxx XXX
------------------------------------
Name: X. Xxxxxxxx Xxxxxx XXX
Title: Senior Vice President
Signature Page 8
TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS
GULF STREAM COMPASS CLO 2002-1
By: Gulf Stream Asset Management, LLC
By: /s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Chief Credit Officer
Signature Page 9
TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS
SOCIETE GENERALE
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Director
Signature Page 10
TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS
FIRST DOMINION FUNDING II
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
Signature Page 11
TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS
FIRST DOMINION FUNDING III
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
Signature Page 12
TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS
SCHEDULE I TO TERM LOAN ADDENDUM
FOR SERIES B-1 ADDITIONAL TERM LOANS
SERIES B-1 ADDITIONAL TERM LOAN LENDERS, SERIES B-1 ADDITIONAL
TERM LOAN COMMITMENTS AND ADDITIONAL TERM LOAN
COMMITMENT PERCENTAGES
SERIES B-1
SERIES B-1 ADDITIONAL TERM LOAN LENDER SERIES B-1 ADDITIONAL ADDITIONAL TERM
NAME AND ADDRESS FOR NOTICES TERM LOAN LOAN COMMITMENT
COMMITMENT PERCENTAGE
-----------------------------------------------------------------------------------------
JPMORGAN CHASE BANK $142,250,000 47.4167%
600 Travis - 20th Floor
Houston, Texas 77002
Attention: Xxxxxx Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
with a copy to:
X.X. Xxxxxx Securities Inc.
600 Xxxxxx, CTH/86
Houston, TX 77002
Attn: Xxxxxx Xxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
-----------------------------------------------------------------------------------------
FORTIS CAPITAL CORP. $25,000,000 8.3333%
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx Xxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
-----------------------------------------------------------------------------------------
BANK ONE, NA $30,000,000 10.0000%
One Bank One Plaza
Chicago, Illinois 60670
Attention: Xxx Xxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
-----------------------------------------------------------------------------------------
Page 1
SCHEDULE I TO
TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS
SERIES B-1
SERIES B-1 ADDITIONAL TERM LOAN LENDER SERIES B-1 ADDITIONAL ADDITIONAL TERM
NAME AND ADDRESS FOR NOTICES TERM LOAN LOAN COMMITMENT
COMMITMENT PERCENTAGE
-----------------------------------------------------------------------------------------
BANK OF SCOTLAND $20,000,000 6.6667%
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
with copy to:
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
-----------------------------------------------------------------------------------------
SUNTRUST BANK $30,000,000 10.0000%
000 Xxxxxxxxx Xxxxxx N.E.
10th Floor, MC 1929
Atlanta, Georgia 30308
Attention: Xxx XxXxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
-----------------------------------------------------------------------------------------
SOUTHWEST BANK OF TEXAS, N.A. $10,000,000 3.3333%
0000 Xxxx Xxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
-----------------------------------------------------------------------------------------
NEWCOURT CAPITAL USA INC. $20,000,000 6.6667%
0000 Xxxxxx xx xxx Xxxxxxxx
22nd Floor
New York, New York 10036
Attention: Portfolio Administrator
Telephone: 000 000 0000
Fax: 000 000 0000
-----------------------------------------------------------------------------------------
GULF STREAM COMPASS CLO 2002-1 $2,921,626.98 0.9739%
c/o Gulf Stream Asset Management, LLC
0000 Xxxxxxxx Xxxxxx, Xxx. 000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxx
Telephone: 000-000-0000
-----------------------------------------------------------------------------------------
Page 2
SCHEDULE I TO
TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS
SERIES B-1
SERIES B-1 ADDITIONAL TERM LOAN LENDER SERIES B-1 ADDITIONAL ADDITIONAL TERM
NAME AND ADDRESS FOR NOTICES TERM LOAN LOAN COMMITMENT
COMMITMENT PERCENTAGE
-----------------------------------------------------------------------------------------
Fax: 000-000-0000
-----------------------------------------------------------------------------------------
SOCIETE GENERALE $ 15,000,000 5.0000%
0000 Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxxxx Xxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
-----------------------------------------------------------------------------------------
FIRST DOMINION FUNDING II $ 2,890,873.02 0.9636%
Credit Suisse Asset Management
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxx
Phone: 000-000-0000
Fax: 000-000-0000
-----------------------------------------------------------------------------------------
FIRST DOMINION FUNDING III $ 1,937,500 0.6458%
Credit Suisse Asset Management
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxx
Phone: 000-000-0000
Fax: 000-000-0000
-----------------------------------------------------------------------------------------
TOTAL $300,000,000.00 100.0000%
-----------------------------------------------------------------------------------------
Page 3
SCHEDULE I TO
TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS
