EX-10.C 4 h11237exv10wc.txt TERM LOAN ADDENDUM FOR ADDITIONAL TERM LOANS 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 Lender'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. 1 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 2 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] 3 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/ Keith B. Forman Name:Keith B. Forman Title: Vice President and Chief Financial Officer CO-BORROWER: GULFTERRA ENERGY FINANCE CORPORATION By: /s/ Keith B. Forman ------------------------------------ Name: Keith B. Forman Title: Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT By: /s/ Robert W. Traband ------------------------------------ Name: Robert W. Traband Title: Vice President Signature Page 1 TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS JPMORGAN CHASE BANK By: /s/ Robert W. Traband ------------------------------------ Name: Robert W. Traband Title: Vice President Signature Page 2 TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS FORTIS CAPITAL CORP. By: /s/ Darrell W. Holley -------------------------------- Name: Darrell W. Holley Title: Managing Director By: /s/ Deirdre Sanborn -------------------------------- Name: Deirdre Sanborn Title: Vice President Signature Page 3 TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS BANK ONE, NA (MAIN OFFICE, CHICAGO) By: /s/ Jane Bekkeil ------------------------------------ Name: Jane Bekkeil Title: Director Signature Page 4 TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS BANK OF SCOTLAND By: /s/ Susan E. Hay ------------------------------------ Name: Susan E. Hay Title: Director, Business Services Signature Page 5 TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS SUNTRUST BANK By: /s/ Mary Crawford Owen ------------------------------------ Name: Mary Crawford Owen Title: Vice President Signature Page 6 TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS SOUTHWEST BANK OF TEXAS, N.A. By: /s/ W. Bryan Chapman ------------------------------------ Name: W. Bryan Chapman 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/ R. Clifford Wilson III ------------------------------------ Name: R. Clifford Wilson III 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/ Barry Love ------------------------------------ Name: Barry Love Title: Chief Credit Officer Signature Page 9 TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS SOCIETE GENERALE By: /s/ Michael Nitka ------------------------------------ Name: Michael Nitka Title: Director Signature Page 10 TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS FIRST DOMINION FUNDING II By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner Title: Authorized Signatory Signature Page 11 TERM LOAN ADDENDUM FOR SERIES B-1 ADDITIONAL TERM LOANS FIRST DOMINION FUNDING III By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner 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: Robert Traband Telephone: 713-216-1081 Fax: 713-216-8870 with a copy to: J.P. Morgan Securities Inc. 600 Travis, CTH/86 Houston, TX 77002 Attn: George Serice Telephone: 713-216-8079 Fax: 713-216-4583 ----------------------------------------------------------------------------------------- FORTIS CAPITAL CORP. $25,000,000 8.3333% 100 Crescent Court Suite 1750 Dallas, Texas 75201 Attention: Darrell Holley Telephone: 214-754-0009 Fax: 214-754-5981 ----------------------------------------------------------------------------------------- BANK ONE, NA $30,000,000 10.0000% One Bank One Plaza Chicago, Illinois 60670 Attention: Ron Cromey Telephone: 312-385-7025 Fax: 312-732-7096 -----------------------------------------------------------------------------------------
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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% 1021 Main Street, Suite 1370 Houston, Texas 77002 Attention: Byron L. Cooley Telephone: 713-650-0036 Fax: 713-651-9714 with copy to: 565 Fifth Avenue New York, NY 10017 Attention: Shirley Vargas Telephone: 212-450-0875 Fax: 212-479-2807 ----------------------------------------------------------------------------------------- SUNTRUST BANK $30,000,000 10.0000% 303 Peachtree Street N.E. 10th Floor, MC 1929 Atlanta, Georgia 30308 Attention: Joe McCreery Telephone: 404-532-0274 Fax: 404-827-6270 ----------------------------------------------------------------------------------------- SOUTHWEST BANK OF TEXAS, N.A. $10,000,000 3.3333% 4400 Post Oak Parkway Houston, Texas 77027 Attention: Bryan Chapman Telephone: 713-232-2026 Fax: 713-561-0345 ----------------------------------------------------------------------------------------- NEWCOURT CAPITAL USA INC. $20,000,000 6.6667% 1211 Avenue of the Americas 22nd Floor New York, New York 10036 Attention: Portfolio Administrator Telephone: 212 382 7800 Fax: 212 382 9033 ----------------------------------------------------------------------------------------- GULF STREAM COMPASS CLO 2002-1 $2,921,626.98 0.9739% c/o Gulf Stream Asset Management, LLC 4201 Congress Street, Ste. 475 Charlotte, North Carolina 28209 Attention: Steve Riddell Telephone: 704-552-8476 -----------------------------------------------------------------------------------------
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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: 704-552-7744 ----------------------------------------------------------------------------------------- SOCIETE GENERALE $ 15,000,000 5.0000% 1111 Bagby, Suite 2020 Houston, Texas 77002 Attention: Elizabeth Hunter Telephone: 713-759-6330 Fax: 713-650-0824 ----------------------------------------------------------------------------------------- FIRST DOMINION FUNDING II $ 2,890,873.02 0.9636% Credit Suisse Asset Management 466 Lexington Avenue, 17th Floor New York, NY 10017 Attention: Vance Shaw Phone: 212-201-9043 Fax: 212-983-4118 ----------------------------------------------------------------------------------------- FIRST DOMINION FUNDING III $ 1,937,500 0.6458% Credit Suisse Asset Management 466 Lexington Avenue, 17th Floor New York, NY 10017 Attention: Vance Shaw Phone: 212-201-9043 Fax: 212-983-4118 ----------------------------------------------------------------------------------------- TOTAL $300,000,000.00 100.0000% -----------------------------------------------------------------------------------------
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