AMENDMENT NO. 8 Datedas of September 10, 2014 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 24, 2009, as amended and restated as of February 2, 2011
Exhibit 10.1
AMENDMENT NO. 8
Dated as of September 10, 2014
to
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of November 24, 2009, as amended and restated as of February 2, 2011
THIS AMENDMENT NO. 8 (this Amendment) is made as of September 10, 2014 by and among Crestwood Equity Partners LP (formerly known as Inergy, L.P.), a Delaware limited partnership (the Borrower), the financial institutions listed on the signature pages hereof (collectively, the Lenders), and JPMorgan Chase Bank, N.A., as Administrative Agent (the Administrative Agent), under that certain Amended and Restated Credit Agreement dated as of November 24, 2009, as amended and restated as of February 2, 2011, by and among the Borrower, the lenders party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified prior to the date hereof, the Credit Agreement). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent agree to make certain amendments to the Credit Agreement; and
WHEREAS, the Lenders party hereto and the Administrative Agent have agreed to such amendments on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to enter into this Amendment.
Amendments to the Credit Agreement. Effective as of the Amendment Effective Date defined below, the Borrower, the Lenders and the Administrative Agent agree that the Credit Agreement is hereby amended as follows:
The definition of LIBO Rate set forth in Section 1.01 of the Credit Agreement is amended to delete the phrase British Bankers Association appearing therein and to replace such phrase with ICE Benchmark Administration.
The definition of Required Total Leverage Ratio set forth in Section 1.01 of the Credit Agreement is amended and restated in its entirety to read as follows:
Required Total Leverage Ratio means, with respect to any fiscal quarter of the Borrower, the ratio set forth opposite such fiscal quarter:
Fiscal Quarter Ending On or About | Required Total Leverage Ratio | |
September 30, 2014 | 5.50 to 1.00 | |
December 31, 2014 | 5.50 to 1.00 | |
March 31, 2015 | 5.25 to 1.00 | |
June 30, 2015 | 5.00 to 1.00 | |
September 30, 2015 and each fiscal quarter ending thereafter | 4.75 to 1.00 |
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Section 1.01 of the Credit Agreement is amended to add the following definitions thereto in the appropriate alphabetical order and, where applicable, replace the corresponding previously existing definitions:
Amendment No. 8 Effective Date means September 10, 2014.
General Partnership Commitment means, with respect to each Lender, the commitment of such Lender to make General Partnership Loans. On the Amendment No. 8 Effective Date, the aggregate amount of General Partnership Commitments is Six Hundred Twenty-Five Million Dollars ($625,000,000).
Section 2.20 of the Credit Agreement is amended to delete the number $100,000,000 appearing therein and replace such number with $25,000,000.
Increase of Revolving Commitments. Effective as of the Amendment Effective Date defined below and subject to the terms and conditions of the Credit Agreement, each Lender party hereto and listed on Annex I attached hereto (each, an Increasing Lender) agrees that on the Amendment Effective Date it shall have its General Partnership Commitment increased by the amount set forth opposite its name on Annex I under the caption General Partnership Commitment Increase (with respect to each Increasing Lender, its Commitment Increase), thereby making the aggregate amount of its total General Partnership Commitments equal to the amount set forth opposite its name on Annex I under the caption Total General Partnership Commitment.
Conditions of Effectiveness. This Amendment shall become effective on the date that each of the following conditions is met (the Amendment Effective Date):
The Administrative Agent shall have received counterparts of (i) this Amendment duly executed by the Borrower, the Required Lenders, each Increasing Lender and the Administrative Agent and (ii) the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors.
The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of Simpson Thacher & Bartlett LLP, counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Borrower, the Credit Documents, this Amendment and the transactions contemplated hereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.
The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
The Administrative Agent shall have received all fees and other amounts due and payable on or prior to date hereof, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees and expenses of counsel for the Administrative Agent) required to be reimbursed or paid by the Borrower in connection with this Amendment.
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Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows:
This Amendment and the Credit Agreement as modified hereby constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors rights in general and the availability of equitable remedies.
As of the date hereof and after giving effect to the terms of this Amendment, (i) the representations and warranties of the Borrower set forth in the Credit Agreement as amended hereby are true and correct on and as of the date hereof in all material respects (other than those representations and warranties already qualified by materiality or material adverse effect, such representations and warranties to be accurate in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects (other than those representations and warranties already qualified by materiality or material adverse effect, such representations and warranties to be accurate in all respects) and (ii) no Default has occurred and is continuing.
Reallocation. The Borrower and the Lenders agree that the Administrative Agent shall make such reallocations of the outstanding General Partnership Loans as are necessary to cause each Lenders portion of the outstanding General Partnership Loans of all the Lenders to equal its Applicable Percentage of such outstanding General Partnership Loans under the Credit Agreement as amended hereby. The reallocation made pursuant to this Section 5 shall be accompanied by payment of all accrued interest on the reallocated amount and the Borrower hereby agrees to compensate, if applicable, each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and the reallocation described in this Section 5 on the terms and in the manner set forth in Section 2.16 of the Credit Agreement.
Reference to and Effect on the Credit Agreement.
Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Credit Document shall mean and be a reference to the Credit Agreement as modified hereby.
Each Credit Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the other Credit Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.
Upon the effectiveness hereof, this Amendment shall be a Credit Document for all purposes.
Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.
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.
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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. Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures delivered in person.
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
CRESTWOOD EQUITY PARTNERS LP, as the Borrower | ||
By: | CRESTWOOD EQUITY GP LLC, its general partner | |
By | /s/ Joel C. Lambert | |
Name: Joel C. Lambert | ||
Title: Corporate Secretary |
Signature Page to Amendment No. 8 to
Amended and Restated Credit Agreement
Crestwood Equity Partners LP
JPMORGAN CHASE BANK, N.A., | ||
individually as a Lender and as Administrative Agent | ||
By: | /s/ Kenneth J. Fatur | |
Name: | Kenneth J. Fatur | |
Title: | Managing Director | |
Bank of America, N.A., | ||
By: | /s/ Ronald E. McKaig | |
Name: | Ronald E. McKaig | |
Title: | Managing Director | |
PNC Bank, National Association | ||
By: | /s/ Colin Warman | |
Name: | Colin Warman | |
Title: | Vice President | |
Wells Fargo Bank, N.A. | ||
By: | /s/ Brandon Kast | |
Name: | Brandon Kast | |
Title: | Assistant Vice President | |
BARCLAYS BANK PLC | ||
By: | /s/ Christopher R. Lee | |
Name: | Christopher R. Lee | |
Title: | Assistant Vice President | |
Citibank, N.A. | ||
By: | /s/ John F. Miller | |
Name: | John F. Miller | |
Title: | Attorney-In-Fact | |
Credit Suisse AG, Cayman Islands Branch | ||
By: | /s/ Mikhail Faybusovich | |
Name: | Mikhail Faybusovich | |
Title: | Authorized Signatory |
Signature Page to Amendment No. 8 to
Amended and Restated Credit Agreement
Crestwood Equity Partners LP
MORGAN STANLEY BANK, N.A. | ||
By: | /s/ Michael King | |
Name: | Michael King | |
Title: | Authorized Signatory | |
SUNTRUST BANK | ||
By: | /s/ Chulley Bogle | |
Name: | Chulley Bogle | |
Title: | Vice President | |
ROYAL BANK OF CANADA | ||
By: | /s/ Jason S. York | |
Name: | Jason S. York | |
Title: | Authorized Signatory | |
ROYAL BANK OF Scotland | ||
By: | /s/ Nathan Bautista | |
Name: | Nathan Bautista | |
Title: | Authorised Signatory | |
ROYAL BANK OF CANADA | ||
By: | /s/ Jason S. York | |
Name: | Jason S. York | |
Title: | Authorized Signatory | |
Bank of Tokyo-Mitsubishi UFJ, Ltd. | ||
By: | /s/ Maria Ferradas | |
Name: | Maria Ferradas | |
Title: | Vice President | |
COMERICA BANK | ||
By: | /s/ Jeffery Treadway | |
Name: | Jeffery Treadway | |
Title: | Senior Vice President |
Signature Page to Amendment No. 8 to
Amended and Restated Credit Agreement
Crestwood Equity Partners LP
BOKF NA, dba Bank of Oklahoma | ||
By: | /s/ J. Nick Cooper | |
Name: | J. Nick Cooper | |
Title: | Vice President | |
FIFTH THIRD BANK | ||
By: | /s/ Justin Crawford | |
Name: | Justin Crawford | |
Title: | Director | |
Branch Banking and Trust Company | ||
By: | /s/ James Giordano | |
Name: | James Giordano | |
Title: | Vice President | |
The Private Bank & Trust Co. | ||
By: | /s/ Brock Wood | |
Name: | Brock Wood | |
Title: | Associate Managing Director | |
RAYMOND JAMES BANK, N.A. | ||
By: | /s/ Scott G. Axelrod | |
Name: | Scott G. Axelrod | |
Title: | Vice President | |
U.S. BANK NATIONAL ASSOCIATION | ||
By: | /s/ Benjamin J. Lenoard | |
Name: | Benjamin J. Lenoard | |
Title: | Vice President | |
BANK MIDWEST, A DIVISION OF NBH BANK, N.A. | ||
By: | /s/ Thomas J. Rohling | |
Name: | Thomas J. Rohling | |
Title: | Senior Vice President |
Signature Page to Amendment No. 8 to
Amended and Restated Credit Agreement
Crestwood Equity Partners LP
CONSENT AND REAFFIRMATION
Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 8 to the Amended and Restated Credit Agreement dated as of November 24, 2009, as amended and restated as of February 2, 2011 (as amended, restated, supplemented or otherwise modified, the Credit Agreement) by and among Crestwood Equity Partners LP, the financial institutions from time to time party thereto (the Lenders) and JPMorgan Chase Bank, N.A., as Administrative Agent (the Administrative Agent), which Amendment No. 8 is dated as of September 10, 2014 (the Amendment). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Credit Agreement and any other Credit Document executed by it and acknowledges and agrees that such Credit Agreement and each and every such Credit Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment. This Consent and Reaffirmation shall be a Credit Document for all purposes and shall be construed in accordance with and governed by the law of the State of New York. This Consent and Reaffirmation 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. Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures delivered in person.
Dated: September 10, 2014
[Signature Page Follows]
L & L TRANSPORTATION, LLC, as a Subsidiary Guarantor | STELLAR PROPANE SERVICE, LLC, as a Subsidiary Guarantor | |||||||
By: | /s/ Joel C. Lambert | By: | /s/ Joel C. Lambert | |||||
Name: | Joel C. Lambert | Name: | Joel C. Lambert | |||||
Title: | Corporate Secretary | Title: | Corporate Secretary | |||||
CRESTWOOD TRANSPORTATION LLC, as a Subsidiary Guarantor | CRESTWOOD SALES & SERVICE INC., as a Subsidiary Guarantor | |||||||
By: | /s/ Joel C. Lambert | By: | /s/ Joel C. Lambert | |||||
Name: | Joel C. Lambert | Name: | Joel C. Lambert | |||||
Title: | Corporate Secretary | Title: | Corporate Secretary | |||||
CEQP FINANCE CORP., as a Subsidiary Guarantor | CRESTWOOD PARTNERS LLC, as a Subsidiary Guarantor | |||||||
By: | /s/ Joel C. Lambert | By: | /s/ Joel C. Lambert | |||||
Name: | Joel C. Lambert | Name: | Joel C. Lambert | |||||
Title: | Corporate Secretary | Title: | Corporate Secretary | |||||
TRES PALACIOS GAS STORAGE LLC, as a Subsidiary Guarantor | IPCH ACQUISITION CORP., as a Subsidiary Guarantor | |||||||
By: | /s/ Joel C. Lambert | By: | /s/ Joel C. Lambert | |||||
Name: | Joel C. Lambert | Name: | Joel C. Lambert | |||||
Title: | Corporate Secretary | Title: | Corporate Secretary |
Signature Page to Consent and Reaffirmation to Amendment No. 8 to
Amended and Restated Credit Agreement
Crestwood Equity Partners LP
CRESTWOOD MIDSTREAM GP, LLC, as a Subsidiary Guarantor | TRES PALACIOS MIDSTREAM, LLC, as a Subsidiary Guarantor | |||||||
By: | /s/ Joel C. Lambert | By: | /s/ Joel C. Lambert | |||||
Name: | Joel C. Lambert | Name: | Joel C. Lambert | |||||
Title: | Corporate Secretary | Title: | Corporate Secretary | |||||
MGP GP, LLC, as a Subsidiary Guarantor | CRESTWOOD MIDSTREAM HOLDINGS LP, as a Subsidiary Guarantor | |||||||
By: | /s/ Joel C. Lambert | By: | /s/ Joel C. Lambert | |||||
Name: | Joel C. Lambert | Name: | Joel C. Lambert | |||||
Title: | Corporate Secretary | Title: | Corporate Secretary | |||||
CRESTWOOD OPERATIONS, LLC, as a Subsidiary Guarantor | CRESTWOOD SERVICES LLC, as a Subsidiary Guarantor | |||||||
By: | /s/ Joel C. Lambert | By: | /s/ Joel C. Lambert | |||||
Name: | Joel C. Lambert | Name: | Joel C. Lambert | |||||
Title: | Corporate Secretary | Title: | Corporate Secretary | |||||
CRESTWOOD WEST COAST LLC, as a Subsidiary Guarantor | ||||||||
By: | /s/ Joel C. Lambert | |||||||
Name: | Joel C. Lambert | |||||||
Title: | Corporate Secretary |
Signature Page to Consent and Reaffirmation to Amendment No. 8 to
Amended and Restated Credit Agreement
Crestwood Equity Partners LP
Annex I
INCREASING LENDER | GENERAL PARTNERSHIP INCREASE | TOTAL GENERAL PARTNERSHIP | ||||||
BANK OF AMERICA, N.A. | $ | 3,250,000.00 | $ | 42,535,714.29 | ||||
WELLS FARGO BANK, N.A. | $ | 3,250,000.00 | $ | 42,535,714.29 | ||||
BARCLAYS BANK PLC | $ | 8,500,000.00 | $ | 39,928,571.43 | ||||
CITIBANK, N.A. | $ | 8,500,000.00 | $ | 39,928,571.43 | ||||
CREDIT SUISSE, CAYMAN ISLANDS BRANCH | $ | 8,500,000.00 | $ | 39,928,571.43 | ||||
MORGAN STANLEY BANK, N.A. | $ | 8,500,000.00 | $ | 39,928,571.43 | ||||
SUNTRUST BANK | $ | 8,500,000.00 | $ | 39,928,571.43 | ||||
ROYAL BANK OF CANADA | $ | 8,500,000.00 | $ | 32,071,428.57 | ||||
THE ROYAL BANK OF SCOTLAND PLC | $ | 8,500,000.00 | $ | 32,071,428.57 | ||||
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. | $ | 3,000,000.00 | $ | 26,571,428.57 | ||||
COMERICA BANK | $ | 3,000,000.00 | $ | 26,571,428.57 | ||||
PNC BANK, NATIONAL ASSOCIATION | $ | 3,000,000.00 | $ | 26,571,428.57 | ||||
TOTAL INCREASE: | $ | 75,000,000.00 |