Change of Control Put. At holder’s option at a redemption price of percentage not to exceed 105% of the principal amount of the Notes redeemed plus accrued interest to the redemption date Representations, warranties, covenants and events of default: Shall be substantially similar to and not materially more adverse to JVCo than those contained in indentures of similarly-rated MLPs executed within the last 12 months; provided that (i) the limitation on liens shall allow liens securing debt not to exceed 15% of CTNA and (ii) limitations on restricted payments shall include customary MLP friendly exceptions. Facility: No less than $700 million Revolving Credit Facility Accordion: No less than $200 million Security: Secured by substantially all assets of JVCo and a pledge of all equity interest owned by the Borrower now and in the future, including its interest in ETIH, Canyon, Enogex, ETC MEP, and MEP (provided that MEP interest can be pledged) Ranking: Senior Maturity: Not less than 3 years Interest Rate: • Facility Rating BBB- / Baa3 or higher: No more than L +275 bps • Otherwise: No more than L+375 bps Commitment Fee: No more than 50 bps Upfront/Participation Fees: No more than 125 bps Optional Redemption: Pre-payable any time at par Representations, warranties, covenants and events of default: Shall be substantially similar to and not materially more adverse to JVCo than those contained in credit agreements of similarly-rated MLPs executed within the last 12 months; provided that (i) financial covenants shall be limited to (A) maximum total debt to consolidated EBITDA of not less than 5.0x or 5.50x during an acquisition period and (B) a minimum interest coverage ratio of not less than 1.75x (if the existing market requires an interest coverage ratio), (ii) the limitation on liens shall allow liens securing debt not to exceed 15% of CTNA and (iii) limitations on restricted payments shall include customary MLP friendly exceptions. ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Terms Generally 15 ARTICLE II GENERAL PROVISIONS 15 Section 2.1 Formation 15 Section 2.2 Name 15 Section 2.3 Term 15 Section 2.4 Purpose; Powers 15 Section 2.5 Registered Office; Place of Business; Registered Agent 15 Section 2.6 No State Law Partnership 16 ARTICLE III MEMBERS AND INTERESTS 16 Section 3.1 Members 16 Section 3.2 Members Under the Act 16 Section 3.3 Rights or Powers 16 Section 3.4 Membership Interests 16 Section 3.5 Certificates 16 Section 3.6 Registered Holders 16 Section 3.7 Security 17 Section 3.8 Denial of Appraisal Rights 17 ARTICLE IV MANAGEMENT COUNCIL 17 Section 4.1 Generally 17 Section 4.2 Number; Designation of Management Council Members 18 Section 4.3 Resignation 18 Section 4.4 Removal 18 Section 4.5 Vacancies 18 Section 4.6 Loss of Rights to Designate Management Council 18 Section 4.7 Authority of the Management Council 19 Section 4.8 Voting; Quorum; Required Vote for Action 20 Section 4.9 Meetings of the Management Council 21 Section 4.10 Contracts with Members or Their Affiliates 21 TABLE OF CONTENTS (continued)
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Sources: Contribution Agreement (Energy Transfer Partners, L.P.), Contribution Agreement (Energy Transfer Equity, L.P.)
Change of Control Put. At holder’s option at a redemption price of percentage not to exceed 105% of the principal amount of the Notes redeemed plus accrued interest to the redemption date Representations, warranties, covenants and events of default: Shall be substantially similar to and not materially more adverse to JVCo than those contained in indentures of similarly-rated MLPs executed within the last 12 months; provided that (i) the limitation on liens shall allow liens securing debt not to exceed 15% of CTNA and (ii) limitations on restricted payments shall include customary MLP friendly exceptions. Facility: No less than $700 million Revolving Credit Facility Accordion: No less than $200 million Security: Secured by substantially all assets of JVCo and a pledge of all equity interest owned by the Borrower now and in the future, including its interest in ETIH, Canyon, Enogex, ETC MEP, and MEP (provided that MEP interest can be pledged) Ranking: Senior Maturity: Not less than 3 years Interest Rate: • § Facility Rating BBB- / Baa3 or higher: No more than L +275 bps • § Otherwise: No more than L+375 bps Commitment Fee: No more than 50 bps Upfront/Participation Fees: No more than 125 bps Optional Redemption: Pre-payable any time at par Representations, warranties, covenants and events of default: Shall be substantially similar to and not materially more adverse to JVCo than those contained in credit agreements of similarly-rated MLPs executed within the last 12 months; provided that (i) financial covenants shall be limited to (A) maximum total debt to consolidated EBITDA of not less than 5.0x or 5.50x during an acquisition period and (B) a minimum interest coverage ratio of not less than 1.75x (if the existing market requires an interest coverage ratio), (ii) the limitation on liens shall allow liens securing debt not to exceed 15% of CTNA and (iii) limitations on restricted payments shall include customary MLP friendly exceptions. ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Terms Generally 15 ARTICLE II GENERAL PROVISIONS 15 Section 2.1 Formation 15 Section 2.2 Name 15 Section 2.3 Term 15 Section 2.4 Purpose; Powers 15 Section 2.5 Registered Office; Place of Business; Registered Agent 15 Section 2.6 No State Law Partnership 16 ARTICLE III MEMBERS AND INTERESTS 16 Section 3.1 Members 16 Section 3.2 Members Under the Act 16 Section 3.3 Rights or Powers 16 Section 3.4 Membership Interests 16 Section 3.5 Certificates 16 Section 3.6 Registered Holders 16 Section 3.7 Security 17 Section 3.8 Denial of Appraisal Rights 17 ARTICLE IV MANAGEMENT COUNCIL 17 Section 4.1 Generally 17 Section 4.2 Number; Designation of Management Council Members 18 Section 4.3 Resignation 18 Section 4.4 Removal 18 Section 4.5 Vacancies 18 Section 4.6 Loss of Rights to Designate Management Council 18 Section 4.7 Authority of the Management Council 19 Section 4.8 Voting; Quorum; Required Vote for Action 20 Section 4.9 Meetings of the Management Council 21 Section 4.10 Contracts with Members or Their Affiliates 21 TABLE OF CONTENTS (continued).
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