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EXHIBIT 10.4
AMENDMENT NO. 2 AND WAIVER
THIS AMENDMENT NO. 2 AND WAIVER, dated as of November 26,1999 (this
"Amendment") to the Third Amended and Restated Credit Agreement, dated as of May
27, 1999 (as amended, supplemented or otherwise modified prior to the date
hereof, the "Credit Agreement"), among LEVIATHAN GAS PIPELINE PARTNERS, L.P., a
Delaware limited partnership (the "Borrower"), LEVIATHAN FINANCE CORPORATION, a
Delaware corporation (the "Co-Borrower"), LEVIATHAN GAS PIPELINE COMPANY, a
Delaware corporation (the "Guarantor"), the several banks and other financial
institutions from time to time parties to the Credit Agreement (the "Lenders"),
and THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative
agent (in such capacity the "Administrative Agent") for the Lenders.
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, extensions of credit to the Borrower and Co-Borrower;
WHEREAS, the Borrower and Guarantor have requested that certain
provisions of the Credit Agreement and other Loan Documents be waived in order
to permit each party set forth in Exhibit A attached hereto to change its name
as set forth therein (the "Name Changes");
WHEREAS, the Administrative Agent and the Required Lenders are willing
to agree to such waivers, but only on the terms and subject to the conditions
set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
Borrower, Guarantor, Administrative Agent, and the Required Lenders hereby agree
as follows:
1. Definitions. Unless otherwise defined herein, terms defined in
the Credit Agreement are used herein as therein defined.
2. Waivers. Each of the following provisions are hereby waived to
the extent necessary to permit the Name Changes, it being understood that each
such provision will continue to apply thereafter to each relevant Loan Party:
(a) Sections 8.14 and 9.1(j) of the Credit Agreement;
(b) Section 4(i) of the Borrower Pledge Agreement;
(c) Section 3(i) of the Leviathan Pledge Agreement (LLC);
(d) Section 4(i) of the Leviathan Pledge Agreement (GP);
(e) Section 5(o) of the Borrower Security Agreement;
(f) Section 5(m) of the Leviathan Security Agreement; and
(g) Section 5(o) of the Subsidiary Security Agreement.
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3. Amendments. Except as set forth in Section 3(g), each of the Loan
Documents is hereby amended as follows:
(a) Each occurrence of the term "Leviathan Gas Pipeline Partners,
L.P." therein is replaced with the term "El Paso Energy
Partners, L.P.";
(b) Each occurrence of the term "Leviathan Gas Pipeline Company"
therein is replaced with the term "El Paso Energy Partners
Company";
(c) Each occurrence of the term "Leviathan Finance Corporation"
therein is replaced with the term "El Paso Energy Partners
Finance Corporation";
(d) Each occurrence of the term "Leviathan Operating Company,
L.L.C." therein is replaced with the term "El Paso Energy
Partners Operating Company, L.L.C.";
(e) Each occurrence of the term "Leviathan Deepwater, L.L.C."
therein is replaced with the term "El Paso Energy Partners
Deepwater, L.L.C."; and
(f) Each occurrence of the term Leviathan Oil Transport System,
L.L.C. therein is replaced with the term El Paso Energy
Partners Oil Transport, L.L.C.
(g) Notwithstanding the foregoing, any references to "Leviathan
Gas Pipeline Partners, L.P." with respect to its role as a
party to any of the Notes shall remain unchanged.
4. Effectiveness. This Amendment shall become effective on the date
(the "Amendment Effective Date") the following conditions precedent are first
satisfied:
(a) The Administrative Agent shall have received evidence
satisfactory to the Administrative Agent that this Amendment
has been executed and delivered by the Required Lenders;
(b) The Borrower, Co-Borrower, Guarantor, and each applicable
Subsidiary Guarantor shall have executed all financing
statements required by the Administrative Agent; and
(c) This Amendment shall not contravene, violate or conflict with,
or involve any Lender in any violation of, any contractual
obligation or requirement of law.
5. Representations and Warranties. After giving effect to the
effectiveness of this Amendment, the representations and warranties made by the
Loan Parties in the Loan Documents are true and correct in all material respects
on and as of the Amendment Effective Date (unless such representations or
warranties are stated to refer to a specific earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date) as if made on and as of the Amendment
Effective Date and no Default or Event of Default will have occurred and be
continuing.
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6. Confirmation. Notwithstanding the Name Changes, each of the
Borrower, Co-Borrower, Leviathan, and the Subsidiary Guarantors hereby ratifies
and confirms all of its obligations, liabilities and indebtedness under the Loan
Documents, including but not limited to the Notes, the Guarantees and the
Security Documents.
7. Payment of Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with this Amendment, any other documents prepared in
connection herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
8. No Other Waivers or Amendments. Except as expressly waived hereby,
the Credit Agreement and the other Loan Documents shall remain in full force and
effect in accordance with their respective terms, without any waiver, amendment
or modification of any provision thereof.
9. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
10. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto here caused this Amendment to be
duly executed and delivered by its proper and duly authorized officer as of the
day and year first above written.
LEVIATHAN GAS PIPELINE PARTNERS, LP.
LEVIATHAN FINANCE CORPORATION
LEVIATHAN GAS PIPELINE COMPANY
SAILFISH PIPELINE COMPANY, L.L.C.
MANTA RAY GATHERING COMPANY, L.L.C.
XXXXX BANK GATHERING COMPANY, L.L.C.
LEVIATHAN OPERATING COMPANY, L.L.C.
GREEN CANYON PIPELINE COMPANY, L.L.C.
LEVIATHAN DEEPWATER, L.L.C.
VK-DEEPWATER GATHERING COMPANY, L.L.C.
VK-MAIN PASS GATHERING COMPANY, L.L.C.
MORAY PIPELINE COMPANY, L.L.C.
LEVIATHAN OIL TRANSPORT SYSTEMS, L.L.C.
POSEIDON PIPELINE COMPANY, L.L.C.
FLEXTREND DEVELOPMENT COMPANY, L.L.C.
DELOS OFFSHORE COMPANY, L.L.C.
TARPON TRANSMISSION COMPANY
By: /s/ XXXXX XXXXXX
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Name: Xxxxx Xxxxxx
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Title: Chief Financial Officer
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THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
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Title: Vice President
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ PHILLIPE SOUSINS
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Name: Phillipe Sousins
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Title: Senior Vice President
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BANKBOSTON, N.A.
By: /s/ XXXXXXXXXXX XXXXXXXX
---------------------------------
Name: Xxxxxxxxxxx Xxxxxxxx
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Title: Director
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ARAB BANKING CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
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Title: Vice President
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THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. XXXXX
---------------------------------
Name: F.C.H. Xxxxx
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Title: Senior Manager Loan
Operations
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BANK OF SCOTLAND
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
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Title: Senior Vice President
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BANK ONE, NA (formerly known as THE
FIRST NATIONAL BANK OF CHICAGO)
By: /s/ XXXXX XXXXXXXXX
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Name: Xxxxx Xxxxxxxxx
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Title: Vice President
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BANK OF AMERICA NT&SA
By:
---------------------------------
Name:
-------------------------------
Title:
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CREDIT AGRICOLE INDOSUEZ
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: VP Senior Relationship Mgr.
By: /s/ XXXXXXX XXXXXXXXX
---------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: First Vice President
CIBC, INC.
By:
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Name:
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Title:
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CREDIT SUISSE FIRST BOSTON
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Director
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THE FUJI BANK, LIMITED
By: /s/ TEIJI TERRAMOTO
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Name: Teiji Terramoto
Title: Vice President and Manager
HIBERNIA NATIONAL BANK
By:
---------------------------------
Name:
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Title:
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FIRST UNION NATIONAL BANK
By:
---------------------------------
Name:
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Title:
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KBC BANK, N.A.
By:
---------------------------------
Name:
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Title:
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By:
---------------------------------
Name:
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Title:
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XXXXX FARGO BANK (TEXAS), N.A.
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Vice President
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
PARIBAS
By: /s/ XXXXXX XXXXXXXXXX
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Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
By: /s/ XXXXX XXXXXX
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Name: Xxxxx Xxxxxx
Title: Vice President
MIESPIERSON CAPITAL CORP.
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: SVP
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EXHIBIT A
Each of the following entities will, effective December 2, 1999, change
its name as set forth below:
Current Name New Name
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Leviathan Gas Pipeline Partners, L.P. El Paso Energy Partners, L.P.
Leviathan Gas Pipeline Company El Paso Energy Partners Company
Leviathan Finance Corporation El Paso Energy Partners Finance Corporation
Leviathan Operating Company, L.L.C. El Paso Energy Partners Operating Company, L.L.C.
Leviathan Deepwater, L.L.C. El Paso Energy Partners Deepwater, L.L.C.
Leviathan Oil Transport Systems, L.L.C. El Paso Energy Partners Oil Transport, L.L.C.
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