Schedule 2.01 Commitments

EX-10.19 8 d772672dex1019.htm EX-10.19 EX-10.19

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