COMMITMENT INCREASE AGREEMENT
EX-10.1 2 etp101commitmentagreement.htm ETP COMMITMENT AGREEMENT ETP 10.1 Commitment Agreement
COMMITMENT INCREASE AGREEMENT
This COMMITMENT INCREASE AGREEMENT (this “Agreement”) is made as of February 10, 2015 by and among ENERGY TRANSFER PARTNERS, L.P., a Delaware limited partnership (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent (the “Administrative Agent”), and the Lenders listed on the attached Exhibit A (each a “Supplemental Lender”, and together the “Supplemental Lenders”).
1.The Borrower, the Administrative Agent and certain Lenders, as defined therein, are parties to that certain Second Amended and Restated Credit Agreement dated as of October 27, 2011 (as amended or supplemented to the date hereof, the “Credit Agreement”). All terms used herein and not otherwise defined shall have the same meaning given to them in the Credit Agreement.
2.Pursuant to Section 2.17 of the Credit Agreement, the Borrower has the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (such approval not to be unreasonably withheld), to the Credit Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that (a) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred thereunder and be continuing, (b) no such increase shall cause the Aggregate Commitments to exceed $3,750,000,000, (c) no Lender’s Commitment shall be increased without such Lender’s consent, and (d) such increase shall be evidenced by a commitment increase agreement in form and substance acceptable to the Administrative Agent and executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any.
3.In consideration of the foregoing, upon the Increase Effective Date defined below, each Supplemental Lender shall have the Commitment listed next to its name on the attached Exhibit A, which, in the case of any existing Lender, shall replace the prior Commitment of such Lender in effect immediately prior to this Agreement, as listed next to its name on the attached Exhibit A, and any Supplemental Lender that is a New Lender hereby assumes all of the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents to which the Lenders are a party and agrees to perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender. This Agreement shall not affect the Commitments of Lenders who are not Supplemental Lenders.
4.Each Supplemental Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and, if it is a New Lender, to become a Lender under the Credit Agreement to the extent of its Commitment set forth on Exhibit A hereto, and (b) it has received a copy of the Credit Agreement, the most recent financial statement of the Borrower made available pursuant to Section 6.01 of the Credit Agreement and such other documents and information as it has determined appropriate to make its own credit analysis and decision to enter
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into this Agreement, and that it has made such analysis and decision independently and without reliance on the Administrative Agent, LC Issuer or any other Lender.
5.The Borrower represents and warrants to the Lenders that (a) the representations and warranties of the Borrower contained in the Credit Agreement are true and correct in all material respects (except to the extent that any such representation or warranty is qualified by materiality) on and as of the Increase Effective Date, both prior to and after giving effect to this Agreement and to any Credit Extension required by Section 6 hereof, and for such purpose all references in such representations and warranties to “Loan Documents” shall include this Agreement, provided, however, for purposes of this Section 5 (i) to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct as of such earlier date, and (ii) the representations and warranties contained in Section 5.06(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01 of the Credit Agreement and (b) as of the Increase Effective Date, both prior to and after giving effect to this Agreement and to any Credit Extension required by Section 6 hereof, no Default or Event of Default has occurred and is continuing.
6.Upon the Increase Effective Date defined below, (a) Schedule 1 to the Credit Agreement is hereby replaced in its entirety to read as set forth in Schedule 1 attached hereto, and (b) the Borrower shall borrow additional Loans and/or prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 of the Credit Agreement) to the extent necessary to keep the outstanding Loans ratable with the revised Applicable Percentages set forth in Schedule 1 attached hereto.
7.If requested by a Supplemental Lender at least two (2) Business Days prior to the Increase Effective Date, the Borrower agrees to execute and deliver to such Supplemental Lender on the Increase Effective Date a new or replacement Note in the form provided for in the Credit Agreement to evidence the new or increased Commitment of such Supplemental Lender.
8.This Agreement shall be effective (the “Increase Effective Date”) when (a) this Agreement shall have been executed by the Borrower, the Administrative Agent and each Supplemental Lender, (b) the Borrower shall have paid to Wells Fargo Securities, LLC, as the Lead Arranger, for the account of each Supplemental Lender, upfront fees equal to 0.175% of the amount of the Commitment of such Supplemental Lender that is a New Lender and the amount of the increase in the Commitment of such Supplemental Lender that is an existing Lender, in each case as set forth on Exhibit A hereto, and (c) the Administrative Agent shall have confirmed that the conditions precedent set forth in Section 2.17(b) of the Credit Agreement shall have been satisfied.
9.The Credit Agreement, as hereby amended, is hereby ratified and confirmed in all respects. The Loan Documents, as they may be amended or affected by this Agreement, are hereby ratified and confirmed in all respects. Any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Credit Agreement as hereby amended. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement, the Notes, or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement, the
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Notes or any other Loan Document. This Agreement is a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto.
10.THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
11.This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.
[Remainder of page intentionally left blank. Signature pages follow.]
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IN WITNESS WHEREOF, the Administrative Agent, the Borrower, and each Supplemental Lender have executed this Agreement as of the date first written above.
ENERGY TRANSFER PARTNERS, L.P.
By: Energy Transfer Partners GP, L.P.,
its general partner
By: Energy Transfer Partners, L.L.C.,
its general partner
By:__/s/ Thomas P. Mason________
Thomas P. Mason
Senior Vice President, General Counsel
By: Energy Transfer Partners GP, L.P.,
its general partner
By: Energy Transfer Partners, L.L.C.,
its general partner
By:__/s/ Thomas P. Mason________
Thomas P. Mason
Senior Vice President, General Counsel
and Secretary
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent, an LC Issuer, Swingline Lender and a Lender
By:__/s/ Larry Robinson ________
Larry Robinson
Managing Director
Larry Robinson
Managing Director
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
BANK OF AMERICA, N.A.,
as a Supplemental Lender
By: __/s/ Adam H. Fey ________
Adam H. Fey
Director
By: __/s/ Adam H. Fey ________
Adam H. Fey
Director
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
THE ROYAL BANK OF SCOTLAND,
as a Supplemental Lender
By: __/s/ Brill Smith ________
Brill Smith
Authorised Signatory
By: __/s/ Brill Smith ________
Brill Smith
Authorised Signatory
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
JPMORGAN CHASE BANK, N.A.,
as a Supplemental Lender
By: __/s/ Stephanie Balett ________
Stephanie Balett
Authorized Officer
By: __/s/ Stephanie Balett ________
Stephanie Balett
Authorized Officer
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
BARCLAYS BANK PLC,
as a Supplemental Lender
By: __/s/ Marguerite Sutton ________
Marguerite Sutton
Vice President
By: __/s/ Marguerite Sutton ________
Marguerite Sutton
Vice President
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
COMPASS BANK,
as a Supplemental Lender
By: __/s/ Blake Kirshman ________
Blake Kirshman
Senior Vice President
By: __/s/ Blake Kirshman ________
Blake Kirshman
Senior Vice President
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Supplemental Lender
By: __/s/ Nupur Kumar ________
Nupur Kumar
Authorized Signatory
By: __/s/ Nupur Kumar ________
Nupur Kumar
Authorized Signatory
By: __/s/ Samuel Miller ________
Samuel Miller
Samuel Miller
Authorized Signatory
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
DNB CAPITAL LLC,
as a Supplemental Lender
By: __/s/ Robert Dupree ________
Robert Dupree
Senior Vice President
By: __/s/ Robert Dupree ________
Robert Dupree
Senior Vice President
By: __/s/ Joe Hyde _____ ____
Joe Hyde
Joe Hyde
Senior Vice President
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
ROYAL BANK OF CANADA,
as a Supplemental Lender
By: __/s/ Kristan Spivey ________
Kristan Spivey
Authorized Signatory
By: __/s/ Kristan Spivey ________
Kristan Spivey
Authorized Signatory
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
SUNTRUST BANK,
as a Supplemental Lender
By: __/s/ Carmen Malizia ________
Carmen Malizia
Director
By: __/s/ Carmen Malizia ________
Carmen Malizia
Director
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
U.S. BANK NATIONAL ASSOCIATION,
as a Supplemental Lender
By: __/s/ Patrick Jeffrey ________
Patrick Jeffrey
Vice President
By: __/s/ Patrick Jeffrey ________
Patrick Jeffrey
Vice President
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
UBS AG, STAMFORD BRANCH,
as a Supplemental Lender
By: __/s/ Darlene Arias ________
Darlene Arias
Director
By: __/s/ Darlene Arias ________
Darlene Arias
Director
By: __/s/ Houssem Daly ________
Houssem Daly
Houssem Daly
Associate Director
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
BNP PARIBAS,
as a Supplemental Lender
By: __/s/ Joseph Onischuk ________
Joseph Onischuk
Managing Director
By: __/s/ Joseph Onischuk ________
Joseph Onischuk
Managing Director
By: __/s/ Joanna Lau ________
Joanna Lau
Joanna Lau
Vice President
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
as a Supplemental Lender
By: __/s/ Dixon Schultz ________
Dixon Schultz
Managing Director
By: __/s/ Dixon Schultz ________
Dixon Schultz
Managing Director
By: __/s/ Michael Willis ________
Michael Willis
Michael Willis
Managing Director
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
HSBC BANK USA, NATIONAL ASSOCIATION,
as a Supplemental Lender
By: __/s/ Brian B. Myers ________
Brian B. Myers
Senior Vice President Corporate Banking
By: __/s/ Brian B. Myers ________
Brian B. Myers
Senior Vice President Corporate Banking
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
INTESA SANPAOLO S.P.A. NEW YORK BRANCH,
as a Supplemental Lender
By: __/s/ Glen Binder ________
Glen Binder
Vice President
By: __/s/ Glen Binder ________
Glen Binder
Vice President
By: __/s/ Francesco DiMario ________
Francesco DiMario
Francesco DiMario
First Vice President & Head of Credit
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
MIZUHO BANK, LTD.,
as a Supplemental Lender
By: __/s/ Leon Mo ________
Leon Mo
Authorized Signatory
By: __/s/ Leon Mo ________
Leon Mo
Authorized Signatory
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as a Supplemental Lender
By: __/s/ Sherwin Brandford ________
Sherwin Brandford
Director
By: __/s/ Sherwin Brandford ________
Sherwin Brandford
Director
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
DEUTSCHE BANK AG NEW YORK BRANCH,
as a Supplemental Lender
By: __/s/ Dusan Lazarov ________
Dusan Lazarov
Director
By: __/s/ Dusan Lazarov ________
Dusan Lazarov
Director
By: __/s/ Kirk L. Tashjian________
Kirk L. Tashjian
Kirk L. Tashjian
Director
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
PNC BANK, NATIONAL ASSOCIATION,
as a Supplemental Lender
By: __/s/ M. Colin Warman ________
M. Colin Warman
Vice President
By: __/s/ M. Colin Warman ________
M. Colin Warman
Vice President
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
SUMITOMO MITSUI BANKING CORPORATION,
as a Supplemental Lender
By: __/s/ James D. Weinstein ________
James D. Weinstein
Managing Director
By: __/s/ James D. Weinstein ________
James D. Weinstein
Managing Director
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
CITIBANK, N.A.,
as a Supplemental Lender
By: __/s/ Peter Kardos ________
Peter Kardos
Vice President
By: __/s/ Peter Kardos ________
Peter Kardos
Vice President
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
MORGAN STANLEY BANK, N.A.,
as a Supplemental Lender
By: __/s/ Michael King ________
Michael King
Authorized Signatory
By: __/s/ Michael King ________
Michael King
Authorized Signatory
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
ING CAPITAL LLC,
as a Supplemental Lender
By: __/s/ Cheryl LaBelle ________
Cheryl LaBelle
Managing Director
By: __/s/ Cheryl LaBelle ________
Cheryl LaBelle
Managing Director
By: __/s/ Subha Pasumarti ________
Subha Pasumarti
Subha Pasumarti
Managing Director
[SIGNATURE PAGE TO COMMITMENT INCREASE AGREEMENT]
EXHIBIT A
Supplemental Lender | Prior Commitment | Amount of Commitment Increase | New Commitment | |||
Wells Fargo Bank, National Association | $175,000,000 | $10,000,000 | $185,000,000 | |||
Bank of America, N.A. | $175,000,000 | $10,000,000 | $185,000,000 | |||
The Royal Bank of Scotland PLC | $175,000,000 | $10,000,000 | $185,000,000 | |||
JPMorgan Chase Bank, N.A. | $167,500,000 | $7,500,000 | $175,000,000 | |||
Barclays Bank PLC | $167,500,000 | $7,500,000 | $175,000,000 | |||
Compass Bank | $167,500,000 | $7,500,000 | $175,000,000 | |||
Credit Suisse AG, Cayman Islands Branch | $167,500,000 | $7,500,000 | $175,000,000 | |||
DNB Capital LLC | $167,500,000 | $7,500,000 | $175,000,000 | |||
Royal Bank of Canada | $167,500,000 | $7,500,000 | $175,000,000 | |||
SunTrust Bank | $167,500,000 | $7,500,000 | $175,000,000 | |||
U.S. Bank National Association | $167,500,000 | $7,500,000 | $175,000,000 | |||
UBS AG, Stamford Branch | $167,500,000 | $7,500,000 | $175,000,000 | |||
BNP Paribas | $0 | $159,000,000 | $159,000,000 | |||
Credit Agricole Corporate and Investment Bank | $0 | $159,000,000 | $159,000,000 | |||
HSBC Bank USA, National Association | $0 | $159,000,000 | $159,000,000 | |||
Intesa SanPaolo S.P.A. New York Branch | $0 | $159,000,000 | $159,000,000 | |||
Mizuho Bank, Ltd. | $0 | $159,000,000 | $159,000,000 | |||
The Bank of Tokyo-Mitsubishi UFJ, Ltd. | $110,000,000 | $7,500,000 | $117,500,000 | |||
Deutsche Bank AG New York Branch | $0 | $110,000,000 | $110,000,000 | |||
PNC Bank, National Association | $50,000,000 | $50,000,000 | $100,000,000 | |||
Sumitomo Mitsui Banking Corporation | $0 | $100,000,000 | $100,000,000 | |||
Citibank, N.A. | $83,750,000 | $7,500,000 | $91,250,000 | |||
Morgan Stanley Bank, N.A. | $83,750,000 | $7,500,000 | $91,250,000 | |||
ING Capital LLC | $0 | $75,000,000 | $75,000,000 | |||
TOTAL: | $1,250,000,000 |
Exhibit A
SCHEDULE 1
COMMITMENTS
AND APPLICABLE PERCENTAGES
AND APPLICABLE PERCENTAGES
Lender | Commitment | Applicable Percentage | ||
Wells Fargo Bank, National Association | $185,000,000 | 4 ###-###-####% | ||
Bank of America, N.A. | $185,000,000 | 4 ###-###-####% | ||
The Royal Bank of Scotland PLC | $185,000,000 | 4 ###-###-####% | ||
JPMorgan Chase Bank, N.A. | $175,000,000 | 4 ###-###-####% | ||
Barclays Bank PLC | $175,000,000 | 4 ###-###-####% | ||
Compass Bank | $175,000,000 | 4 ###-###-####% | ||
Credit Suisse AG, Cayman Islands Branch | $175,000,000 | 4 ###-###-####% | ||
DNB Capital LLC | $175,000,000 | 4 ###-###-####% | ||
Royal Bank of Canada | $175,000,000 | 4 ###-###-####% | ||
SunTrust Bank | $175,000,000 | 4 ###-###-####% | ||
U.S. Bank National Association | $175,000,000 | 4 ###-###-####% | ||
UBS AG, Stamford Branch | $175,000,000 | 4 ###-###-####% | ||
BNP Paribas | $159,000,000 | 4.240000000% | ||
Credit Agricole Corporate and Investment Bank | $159,000,000 | 4.240000000% | ||
HSBC Bank USA, National Association | $159,000,000 | 4.240000000% | ||
Intesa SanPaolo S.P.A. New York Branch | $159,000,000 | 4.240000000% | ||
Mizuho Bank, Ltd. | $159,000,000 | 4.240000000% | ||
The Bank of Tokyo-Mitsubishi UFJ, Ltd. | $117,500,000 | 3 ###-###-####% | ||
Deutsche Bank AG New York Branch | $110,000,000 | 2 ###-###-####% | ||
Goldman Sachs Bank USA | $110,000,000 | 2 ###-###-####% | ||
PNC Bank, National Association | $100,000,000 | 2 ###-###-####% | ||
Sumitomo Mitsui Banking Corporation | $100,000,000 | 2 ###-###-####% | ||
Citibank, N.A. | $91,250,000 | 2 ###-###-####% | ||
Morgan Stanley Bank, N.A. | $91,250,000 | 2 ###-###-####% | ||
ING Capital LLC | $75,000,000 | 2.000000000% | ||
Community Trust Bank | $30,000,000 | 0.800000000% | ||
TOTAL: | $3,750,000,000 | 100.000000000% |
Schedule 1