Amendment No. 1 to Amended Credit Agreement among TEPPCO Partners, L.P. and Lenders

Summary

This amendment updates the terms of a $200 million revolving credit facility originally agreed to by TEPPCO Partners, L.P., SunTrust Bank (as administrative agent), and several other lenders. The amendment changes the maximum allowable debt-to-EBITDA ratio for the borrower and specifies the conditions required for the amendment to take effect. All other terms of the original credit agreement remain in force. The amendment is effective once signed by the required parties and is governed by New York law.

EX-10.33 9 h91919ex10-33.txt AMENDMENT NO.1 TO AMENDED CREDIT AGREEMENT EXHIBIT 10.33 AMENDMENT NO. 1 This AMENDMENT NO. 1, dated as of September 28, 2001 (this "AMENDMENT"), is made to that certain Credit Agreement, dated as of April 6, 2001 (the "CREDIT AGREEMENT"), among TEPPCO Partners, L.P. (the "BORROWER"), SunTrust Bank, as administrative agent (the "ADMINISTRATIVE AGENT"), and certain lenders party thereto (the "LENDERS"). PRELIMINARY STATEMENT: The Borrower, the Lenders and the Administrative Agent previously entered into the Credit Agreement providing for a $200,000,000 revolving credit facility for the Borrower scheduled to expire on April 4, 2002. The Borrower has requested that the Lenders agree to the amendment of the Credit Agreement as set forth herein, and the Lenders have agreed to such request, subject to the terms and conditions of this Amendment. Therefore, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: SECTION 1. DEFINITIONS. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement. SECTION 2. AMENDMENT. Section 10.2 of the Credit Agreement is, subject to the satisfaction of the conditions precedent set forth in Section 3, hereby amended and restated in its entirety as follows: SECTION 10.2. MAXIMUM FUNDED DEBT TO PRO FORMA EBITDA. As of the last day of each fiscal quarter of the Borrower, the ratio of Consolidated Funded Debt to Pro Forma EBITDA for the period consisting of four consecutive fiscal quarters taken as a single accounting period and ending on such day will be less than the amount specified below for such fiscal quarter:

SECTION 3. CONDITIONS OF EFFECTIVENESS. Section 2 of this Amendment shall become effective as of the date first set forth above when each of the following conditions shall have been fulfilled: (i) the Required Lenders and the Borrower shall have executed and delivered to the Administrative Agent a counterpart of this Amendment; and 2 (ii) the representations and warranties set forth in Section 4 hereof shall be true and correct on and as of the date of effectiveness of this Amendment as though made on and as of such date. SECTION 4. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that (a) the representations and warranties contained in Article VII of the Credit Agreement, as amended hereby (with each reference therein to (i) "this Agreement", "hereunder" and words of like import referring to the Credit Agreement being deemed to be a reference to this Amendment and the Credit Agreement as amended hereby and (ii) "Credit Documents", "thereunder" and words of like import being deemed to include this Amendment and the Credit Agreement, as amended hereby) are true and correct on and as of the date hereof as though made on and as of such date, and (b) no event has occurred and is continuing, or would result from the execution and delivery of this Amendment, that constitutes an Event of Default. SECTION 5. EFFECT ON THE CREDIT AGREEMENT. Except as specifically provided above, the Credit Agreement shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. SECTION 6. COSTS AND EXPENSES. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto, and all costs and expenses (including, without limitation, counsel fees and expenses), if any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment. SECTION 7. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. SECTION 8. GOVERNING LAW. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of the New York. S-1 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the date first above written. TEPPCO PARTNERS, L.P., as Borrower By TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC, as General Partner By: /s/ CHARLES H. LEONARD ------------------------------------------ Name: Charles H. Leonard Title: Sr. VP, CFO & Treasurer SUNTRUST BANK, as Administrative Agent and Lender By: /s/ STEVEN J. NEWBY --------------------------------------------- Name: Steven J. Newby Title: Vice President 2 UBS AG, STAMFORD BRANCH By: /s/ GREGORY H. RAUE ----------------------------------- Name: Gregory H. Raue Title: Executive Director Leverage Finance By: /s/ WILFRED V. SAINT ----------------------------------- Name: Wilfred V. Saint Title: Associate Director Banking Products Services, US 3 BANK ONE, NA By: /s/ JOSEPH C. GIAMPETRONI ----------------------------------- Name: Joseph C. Giampetroni Title: Director 4 FIRST UNION NATIONAL BANK By: /s/ RUSSELL CLINGMAN ----------------------------------- Name: Russell Clingman Title: Vice President 5 THE BANK OF NEW YORK By: /s/ PETER W. KELLER ----------------------------------- Name: Peter W. Keller Title: Vice President 6 ROYAL BANK OF CANADA By: /s/ DAVID A. MCCLUSKEY ----------------------------------- Name: David A. McCluskey Title: Manager 7 CREDIT LYONNAIS NEW YORK BRANCH By: /s/ BERNARD WEYMULLER ----------------------------------- Name: Bernard Weymuller Title: Senior Vice President 8 WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH By: /s/ WALTER T. DUFFY III ----------------------------------- Name: Walter T. Duffy III Title: Associate Director By: /s/ ANTHONY ALESSANDRO ----------------------------------- Name: Anthony Alessandro Title: Manager 9 BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH By: /s/ STEVEN ATWELL ----------------------------------- Name: Steven Atwell Title: Director By: /s/ HETAL N. RAITHATHA ----------------------------------- Name: Hetal N. Raithatha Title: Associate 10 THE FUJI BANK, LIMITED By: /s/ JACQUES AZAGURY -------------------------------------- Name: Jacques Azagury Title: Senior Vice President & Manager 11 KBC BANK N.V. By: /s/ ROBERT SNAUFFER ----------------------------- Name: Robert Snauffer Title: First Vice President By: /s/ ERIC RASKIN ----------------------------- Name: Eric Raskin Title: Vice President 12 BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ RONALD E. MCKAIG ------------------------------- Name: Ronald E. McKaig Title: Managing Director S-13 THE INDUSTRIAL BANK OF JAPAN, LIMITED By: ------------------------------- Name: Title: S-14 THE DAI-ICHI KANGYO BANK, LTD. By: ------------------------------- Name: Title: S-15 THE SANWA BANK LIMITED By: ------------------------------- Name: Title: S-16 SUMITOMO MITSUI BANKING CORPORATION By: ------------------------------- Name: Title: NATEXIS BANQUES POPUAIRES By: /s/ LOUIS P. LAVILLE, III ----------------------------- Name: Louis P. Laville, III Title: Vice President/Manager By: /s/ DANIEL PAYER ----------------------------- Name: Daniel Payer Title: Vice President