Schedule 2.01 Commitments
Exhibit 10.19
EXECUTION VERSION
AMENDMENT NO. 1 dated as of April 14, 2015 (this Amendment), to the Revolving Credit Agreement, dated as of March 6, 2015 (the Credit Agreement), among HESS MIDSTREAM PARTNERS LP, a Delaware limited partnership, the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent.
Pursuant to the Credit Agreement, the Lenders have agreed to extend credit to the Borrower on the terms and subject to the conditions set forth therein.
The Borrower has requested an amendment to the Credit Agreement to extend the date by which the conditions of Section 4.02 must be satisfied in order for the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit to become effective.
Each of the Lenders and the Issuing Banks is willing to agree to such amendment on the terms and subject to the conditions set forth herein.
Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments. (a) The final paragraph of Section 4.02 of the Credit Agreement is hereby amended to replace the date April 30, 2015 with the date July 29, 2015.
(b) Schedule 2.01 to the Credit Agreement is hereby replaced in its entirety with Schedule 2.01 hereto.
(c) Schedule 2.04 to the Credit Agreement is hereby replaced in its entirety with Schedule 2.04 hereto.
SECTION 2. Concerning Commitments. Each Person whose name appears on Schedule 2.01 hereto acknowledges and agrees that, on and as of the date hereof, such Person shall be a Lender under the Credit Agreement as amended hereby and shall have a Commitment as set forth next to the name of such Person on Schedule 2.01 hereto. Each party hereto acknowledges and agrees that, on and as of the date hereof, Schedule 2.01 hereto sets forth all the Commitments of all the Lenders (and no Person whose name does not appear on Schedule 2.01 hereto shall have, or shall be deemed to have, as of the date hereof, a Commitment under the Credit Agreement).
SECTION 3. Fees. The Borrower agrees to pay to the Administrative Agent, for the account of each Lender, ticking fees (the Ticking Fees) in US Dollars equal to 0.175% times the actual daily amount of the Commitment of such Lender. The Ticking Fees shall accrue from May 1, 2015 until the earlier of (a) the Availability Date and (b) the termination of the
Commitments and shall be due and payable in arrears on the earlier of (i) the Availability Date and (ii) the date of termination of the Commitments. All Ticking Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
SECTION 4. Effectiveness. This Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received from the Borrower and each Lender either (a) a counterpart of this Amedment signed on behalf of such party or (b) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Amendment.
SECTION 5. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Issuing Banks or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
SECTION 6. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 7. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.
SECTION 8. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
HESS MIDSTREAM PARTNERS LP, | ||||
by | HESS MIDSTREAM PARTNERS GP LLC, its General Partner | |||
by | /s/ Jonathan C. Stein | |||
Name: Jonathan C. Stein | ||||
Title: Chief Financial Officer |
JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, an Issuing Bank and a Swingline Lender, | ||||
by | /s/ Debra Hrelja | |||
Name: Debra Hrelja | ||||
Title: Vice President |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT OF
HESS MIDSTREAM PARTNERS LP
Name of Institution: Bank of America, NA
by | ||||
/s/ Bryan Heller | ||||
Name: | Bryan Heller | |||
Title: | Director |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT OF
HESS MIDSTREAM PARTNERS LP
Citibank, N.A.
by | ||||
/s/ Richard D. Rivera | ||||
Name: | Richard Rivera | |||
Title: | Vice President |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT OF
HESS MIDSTREAM PARTNERS LP
Name of Institution: Wells Fargo Bank, National Association
by | ||||
/s/ Michael A. Tribolet | ||||
Name: | Michael A. Tribolet | |||
Title: | Managing Director |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT OF
HESS MIDSTREAM PARTNERS LP
Name of Institution: GOLDMAN SACHS BANK USA
by | ||||
/s/ Jamie Minieri | ||||
Name: | Jamie Minieri | |||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT OF
HESS MIDSTREAM PARTNERS LP
Name of Institution: MORGAN STANLEY BANK, N.A.
by | ||||
/s/ Dmitriy Barskiy | ||||
Name: | Dmitriy Barskiy | |||
Title: | Authorized Signatory |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT OF
HESS MIDSTREAM PARTNERS LP
Name of Institution: THE BANK OF NOVA SCOTIA
by | ||||
/s/ Mark Sparrow | ||||
Name: | Mark Sparrow | |||
Title: | Director |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT OF
HESS MIDSTREAM PARTNERS LP
The Bank of Tokyo-Mitsubishi UFJ, Ltd.:
by | ||||
/s/ Kevin Sparks | ||||
Name: | Kevin Sparks | |||
Title: | Vice President |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT OF
HESS MIDSTREAM PARTNERS LP
BNP Paribas: | ||||
by | ||||
/s/ Robert Munczinski | ||||
Name: | Robert Munczinski | |||
Title: | Managing Director |
by | ||||
/s/ Nicolas Anberree | ||||
Name: | Nicolas Anberree | |||
Title: | Vice President |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT OF
HESS MIDSTREAM PARTNERS LP
DNB Capital LLC,
as a Lender:
by | ||||
/s/ Joe Hykle | ||||
Name: | Joe Hykle | |||
Title: | Senior Vice President |
by | ||||
/s/ Jill Ilski | ||||
Name: | Jill Ilski | |||
Title: | First Vice President |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT OF
HESS MIDSTREAM PARTNERS LP
Name of Institution: HSBC BANK USA, N.A.,
by | ||||
/s/ Douglas A Whiddon | ||||
Name: | Douglas A Whiddon | |||
Title: | Director |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT OF
HESS MIDSTREAM PARTNERS LP
Name of Institution: Sumitomo Mitsui Banking Corporation
by | ||||
/s/ James D. Weinstein | ||||
Name: | James D. Weinstein | |||
Title: | Managing Director |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT OF
HESS MIDSTREAM PARTNERS LP
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
by | ||||
/s/ Nurys Maleki | ||||
Name: | Nurys Maleki | |||
Title: | Director | |||
Global Trade Finance |
For any Lender requiring a second signature block:
by | ||||
/s/ Luca Sacchi | ||||
Name: | Luca Sacchi | |||
Title: | Managing Director |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT OF
HESS MIDSTREAM PARTNERS LP
Name of Institution: Credit Agricole Corporate and Investment Bank
by | ||||
/s/ Michael Willis | ||||
Name: | Michael Willis | |||
Title: | Managing Director |
For any Lender requiring a second signature block:
by | ||||
/s/ David Gurghigian | ||||
Name: | David Gurghigian | |||
Title: | Managing Director |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT OF
HESS MIDSTREAM PARTNERS LP
Name of Institution: ING CAPITAL LLC
by | ||||
/s/ Cheryl LaBelle | ||||
Name: | Cheryl LaBelle | |||
Title: | Managing Director |
For any Lender requiring a second signature block:
by | ||||
/s/ Hans Beekmans | ||||
Name: | Hans Beekmans | |||
Title: | Director |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT OF
HESS MIDSTREAM PARTNERS LP
Name of Institution: INTESA SANPAOLO S.p.A.
by | ||||
/s/ Glen Binder | ||||
Name: | Glen Binder | |||
Title: | Vice President |
by | ||||
/s/ Francesco Di Mario | ||||
Name: | Francesco Di Mario | |||
Title: | FVP & Head of Credit |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT OF
HESS MIDSTREAM PARTNERS LP
Name of Institution: Mizuho Bank, Ltd
by | ||||
/s/ Leon Mo | ||||
Name: | Leon Mo | |||
Title: | Authorized Signatory |
Schedule 2.01
Commitments
Lender | Commitment | |||
JPMorgan Chase Bank, N.A. | $ | 30,000,000 | ||
Bank of America, N.A. | 30,000,000 | |||
Citibank, N.A. | 30,000,000 | |||
Wells Fargo Bank, National Association | 30,000,000 | |||
Goldman Sachs Bank USA | 30,000,000 | |||
Morgan Stanley Bank, N.A. | 30,000,000 | |||
The Bank of Nova Scotia | 18,000,000 | |||
The Bank of Tokyo-Mitsubishi UFJ, Ltd. | 18,000,000 | |||
BNP Paribas | 18,000,000 | |||
DNB Capital LLC | 18,000,000 | |||
HSBC Bank USA, National Association | 18,000,000 | |||
Sumitomo Mitsui Banking Corporation | 18,000,000 | |||
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch | 12,400,000 | |||
Credit Agricole Corporate and Investment Bank | 12,400,000 | |||
ING Capital LLC | 12,400,000 | |||
Intesa Sanpaolo SPA | 12,400,000 | |||
Mizuho Bank, Ltd. | 12,400,000 | |||
|
| |||
Total | $ | 350,000,000.00 | ||
|
|
Schedule 2.04
Swingline Commitments
Swingline Lender | Initial Swingline Commitment | |||
JPMorgan Chase Bank, N.A. | $ | 30,000,000.00 |