SUPPLEMENT AND JOINDERAGREEMENT

THIS SUPPLEMENT AND JOINDER AGREEMENT (this “Agreement”) dated as of July 17, 2008, is being executed and delivered pursuant to the provisions of Section 2.6 of that certain Amended and Restated Credit Agreement dated as of October 21, 2004, among TEPPCO PARTNERS, L.P., as Borrower, the Lenders from time to time parties thereto, and SUNTRUST BANK, as Administrative Agent for the Lenders (as the same has been, and may hereafter be, amended, restated and supplemented from time to time, the “Credit Agreement”), by each of the existing Lenders listed on the signature pages hereto (each a “Consenting Lender” and collectively the “Consenting Lenders”), by each of the banks and other lenders listed on the signature pages hereto that was not, prior to the date hereof, a Lender under the Credit Agreement (each an “Additional Lender” and collectively the “Additional Lenders”), and the Borrower, and accepted by the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

 

 

A.           Pursuant to Section 2.6 of the Credit Agreement, the Borrower has notified the Administrative Agent and each of the Lenders that the Borrower proposes to increase the Aggregate Commitment Amount under the Credit Agreement to the total amount of $950,000,000.

 

B.           Each of the Consenting Lenders has agreed to increase its Commitment by the amount specified for such Consenting Lender on Schedule I attached to this Agreement, and each of the Additional Lenders has agreed to extend to the Borrower a new Commitment in the amount specified for such Additional Lender on such Schedule I and to become an additional Lender for all purposes of the Credit Agreement.

 

C.           The parties to this Agreement are entering into this Agreement for purposes of effecting the increase in the Commitments of the Consenting Lenders and the extension of the new Commitments of the Additional Lenders, all as contemplated by Section 2.6 of the Credit Agreement.

 

Accordingly, each of the parties to this Agreement hereby agrees as follows:

 

1.   Each of the Consenting Lenders hereby agrees to increase the amount of its Commitment to the Borrower under the Credit Agreement by the respective amount for such Consenting Lender shown as being its “Increase in Commitment” on Schedule I attached to this Agreement. Such increase shall take effect for all purposes of the Credit Agreement on the Effective Date (as hereinafter defined) of this Agreement.

 

2.   Each of the Additional Lenders hereby extends to the Borrower, subject to and on the terms and conditions set forth in the Credit Agreement, a Commitment in the amount shown for such Additional Lender as its “Additional Commitment” on Schedule I attached to this Agreement, from and after the Effective Date of this Agreement, and agrees to perform in accordance with the terms thereof all of the obligations which by the terms of the Credit

 

Agreement and the other Credit Documents are required to be performed by it as a Lender thereunder. Each Additional Lender represents and warrants that (i) 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 to become a Lender under the Credit Agreement, (ii) from and after the Effective Date of this Agreement, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have and perform all of the obligations of a Lender thereunder, and (iii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.1 of the Credit Agreement, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to extend the Commitment to the Borrower pursuant to the terms of the Credit Agreement, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender. Each Additional Lender agrees that it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions and analysis in taking or not taking action under the Credit Agreement or any other Credit Documents. Each Additional Lender has submitted, or shall promptly hereafter submit, to the Administrative Agent an administrative questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of the Credit Agreement.

 

3.   Each party hereto acknowledges and agrees that the respective Commitments of the Additional Lenders, the Consenting Lenders, and the other Lenders under the Credit Agreement are several and not joint commitments and obligations of such Lenders. After giving effect to the additional and increased Commitments as provided in this Agreement, each party further acknowledges and agrees that upon the funding of any additional Borrowings on or after the Effective Date, the outstanding principal amounts of all Commitments and the respective Percentages of the Lenders are those set forth on Schedule II.

 

4.   Each party hereto agrees that this Agreement and the effectiveness of the additional and increased Commitments as provided in this Agreement shall be subject to satisfaction by the Borrower of the following conditions and requirements:

 

          (a)  The Borrower shall have delivered to the Administrative Agent the following in form and substance satisfactory to the Administrative Agent:

 

              (i)  a counterpart of this Agreement signed by the Consenting Lenders, the Additional Lenders, the Borrower and the Administrative Agent;

 

              (ii)  a duly executed Note payable to each Consenting Lender and Additional Lender to the extent requested by any such Lender;

 

              (iii)  a certificate of the Secretary or Assistant Secretary of the General Partner of the Borrower, attaching and certifying copies of the authorizing resolutions for the additional and increased Commitments and any Borrowings thereunder as provided in this Agreement; and

 

              

 

 

 

 

          (b)      The Borrower shall have paid to the Administrative Agent (i) all costs and expenses incurred by the Administrative Agent in connection with this Supplement and Joinder Agreement and the transactions contemplated herein, including without limitation, all reasonable fees and expenses of counsel for the Administrative Agent, and (ii) for the account of each Consenting Lender and Additional Lender, an upfront fee in an amount equal to 0.20% of such Consenting Lender’s Increase in Commitment, and 0.20% of such Additional Lender’s Additional Commitment, in each case as shown on Schedule I to this Agreement.

 

The date on which the foregoing conditions have been satisfied shall be the “Effective Date” of this Agreement.

 

5.   The Borrower represents and warrants to the Administrative Agent and the Lenders as of the Effective Date that (i) this Agreement has been duly authorized, executed and delivered by the Borrower, (ii) the Credit Agreement, as supplemented hereby, constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, (iii) no Default or Event of Default exists, (iv) all representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects on such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), and (v) since the date of the most recent financial statements of the Borrower delivered to the Lenders pursuant to Section 8.1 of the Credit Agreement, there has been no change which has resulted in, or could reasonably be expected to result in, a Material Adverse Event.

 

6.   Except as supplemented hereby, the Credit Agreement and all other documents executed in connection therewith shall remain in full force and effect, The Credit Agreement, as supplemented hereby, and all rights, powers and obligations created thereby or thereunder and under the Credit Documents and all such other documents executed in connection therewith are in all respects ratified and confirmed.

 

7.   This Agreement may be executed in multiple counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement, together with the applicable provisions of the Credit Agreement, constitutes the entire agreement among the parties hereto regarding the subject matter hereof and supersedes all prior agreements and understandings, oral or written, regarding such subject matter.