EXHIBIT 10.8
EXECUTION COPY
FIRST AMENDMENT TO GUARANTY BY MIDSTREAM ENTITIES
This First Amendment dated as of October 31, 2002 (this "Amendment") to
the Guaranty dated as of July 31, 2002 (as amended and modified from time to
time, the "Guaranty"), is executed by certain Midstream Subsidiaries (the
"Guarantors"), in favor of Citibank, N.A., as surety administrative agent
("Agent") for the benefit of the holders of the Secured Obligations. All
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Guaranty.
WITNESSETH:
WHEREAS, the parties hereto have agreed to amend certain provisions of
the Guaranty;
NOW THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the
Guaranty is hereby amended as follows:
1. Amendments
(a) Pursuant to the terms of those two certain Consent and Waivers each
dated as of September 20, 2002, by and among the Company and the other
signatories thereto, the Guaranty was amended to (i) remove ▇▇▇▇▇▇▇▇
Field Services - Gulf Coast Company, L.P., as a Guarantor and (ii) add
▇▇▇▇▇▇▇▇ Gulf Coast Gathering Company, LLC, as a Guarantor. Pursuant to
this Amendment, the following additional parties are added as
Guarantors: WFS - Pipeline Company; WFS Gathering Company, L.L.C.;
▇▇▇▇▇▇▇▇ Field Services - Matagorda Offshore Company, LLC; ▇▇▇▇▇▇▇▇ Gas
Processing - Mid Continent Region Company; WFS-OCS Gathering Co.;
HI-BOL Pipeline Company; ▇▇▇▇▇▇ Gathering Company, L.L.C.; ▇▇▇▇▇▇▇▇
Petroleum Services, LLC; Longhorn Enterprises of Texas, Inc.; and
▇▇▇▇▇▇▇▇ ▇▇ LLC.
(b) The second sentence of Section 1 of the Guaranty is hereby amended
by adding at the end of such sentence the following proviso: ";
provided that Guaranteed Obligations shall not include any increases
which occur after the date hereof in the principal amount of the
obligations under the Credit Documents (other than increases in the
principal amount of such obligations that are provided for as of the
date of the execution of this Agreement but not yet funded) and/or the
commitments to advance funds or letters of credit thereunder".
(c) Section 8.01 of the Guaranty is hereby amended and restated in its
entirety and replaced with the following:
"8.01. Amendments, Etc. Any amendment or waiver to this
Guaranty shall be effective only if approved by Financial
Institutions holding at least 51% of the principal amount of
the Guaranteed Obligations at the time thereof and only in the
specific instance and for the specific purpose for which
given. Provided,
however, any amendment or waiver releasing any Guarantor from
any liability hereunder shall require the unanimous consent of
all Financial Institutions and be effective only in the
specific instance and for the specific purpose for which
given. Notwithstanding the foregoing, any release of a
Guarantor as permitted in Section 5.2(e) of the L/C Credit
Agreement and Section 5.02(l) of the Multiyear ▇▇▇▇▇▇▇▇ Credit
Agreement (without giving effect to any amendment or waiver of
such Sections except such amendments or waivers that are
unanimously approved under the terms of Section 9.1 of the L/C
Credit Agreement and Section 8.01 of the Multiyear ▇▇▇▇▇▇▇▇
Credit Agreement) shall not require any consent beyond
compliance with the appropriate provisions set forth in such
credit agreements. No Financial Institution may be removed as
a beneficiary of this Guaranty without such Financial
Institution's prior written consent."
(d) Section 8.06 of the Guaranty is hereby amended and restated in its
entirety and replaced with the following:
"Section 8.06 Incorporated Definitions and Provisions. All
defined terms and other provisions that are incorporated into
this Guaranty by reference to other agreements shall
incorporate into this Guaranty the provisions of such other
agreements that exist as of the date hereof; however, such
provisions shall be automatically modified herein by any
amendment or modification that takes place after the date
hereof in such other referenced agreement(s)."
(e) The following Section 8.08 is hereby added to the Guaranty:
"Section 8.08 Joinder. Pursuant to the terms of the Credit
Documents certain Subsidiaries (hereafter referred to as the
"Joining Subsidiaries") may desire to or be required to join
this Guaranty as Guarantors. In connection with any such
joinder the Joining Subsidiary shall execute and deliver (a) a
joinder agreement substantially in the form of the joinder
agreement attached hereto as Schedule I and (b) authorization
documentation, corporate documentation, perfection
documentation and opinion letters satisfactory to the Agent
reflecting the status of such Joining Subsidiary and the
enforceability of such agreements with respect to such Joining
Subsidiary and reasonable opinions with respect to such
Joining Subsidiary."
(f) A new Schedule I to the Security Agreement is hereby added which is
the document attached as Schedule I hereto.
2. Conditions to Effectiveness. This Amendment shall be deemed effective (the
"Effective Date") upon the satisfaction of the conditions precedent as set out
in Section 3.1 of that certain Amended and Restated Credit Agreement, dated as
of October 31, 2002, among Company and the Financial Institutions named therein,
without giving effect to the terms of Section 3.3.
3. Governing Law. This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York.
-2-
4. Reference to and Effect on the Guaranty. The amendments set forth herein are
limited precisely as written and shall not be deemed to be a consent or waiver
to, or modification of any other term or condition in the Guaranty or any of the
documents referred to therein. Except as expressly amended and consented hereby,
the terms and conditions of the Guaranty shall continue in full force and
effect, and as amended hereby, the Guaranty is ratified and confirmed in all
respects. On and after the Effective Date, the Guaranty shall be deemed to mean
the Guaranty as amended hereby.
5. Counterparts. This Amendment may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same agreement.
Schedule I: Form of Joinder Agreement
-3-
IN WITNESS WHEREOF, the parties hereto, acting through their duly
authorized representatives, have caused this amendment to be signed in their
respective names.
AGENT:
CITIBANK, N.A., as Agent (as defined in the
Guaranty)
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
AGENT AND COLLATERAL AGENT:
CITICORP USA, INC., as Agent and Collateral
Agent
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANKS AND ISSUING BANKS:
CITIBANK N.A., as Issuing Bank
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
CITICORP USA, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA, as Canadian Issuing
Bank and Bank
By:
----------------------------------------
Name:
Title:
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
BANK OF AMERICA, N.A., as Issuing Bank and
Bank
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇
Title: Managing Director
▇▇ ▇▇▇▇▇▇ CHASE BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
▇▇▇▇▇▇ COMMERCIAL PAPER INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Signatory
CO-SYNDICATION AGENTS:
JPMORGAN CHASE BANK
(formerly known as
THE CHASE MANHATTAN BANK),
As Co-Syndication Agent
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
COMMERZBANK AG,
as Co-Syndication Agent
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice Pres. and Manager
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
DOCUMENTATION AGENT:
CREDIT LYONNAIS NEW YORK BRANCH
as Documentation Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
BANKS:
CITICORP, USA, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
THE BANK OF NOVA SCOTIA
By: /s/ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇. ▇▇▇▇
Title: Senior Manager
BANK OF AMERICA, N.A.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇
Title: Managing Director
BANK ONE, N.A. (MAIN OFFICE - CHICAGO)
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director
JPMORGAN CHASE BANK
(formerly known as
THE CHASE MANHATTAN BANK),
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
COMMERZBANK AG
NEW YORK AND GRAND CAYMAN BRANCHES
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
By /s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: W. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
NATIONAL WESTMINSTER PLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
ABN AMRO BANK, N.V.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Group Vice President
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANK OF MONTREAL
By /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Title: Director
THE BANK OF NEW YORK
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
BARCLAYS BANK PLC
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director, Loan Transaction Management
CIBC INC.
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
CREDIT SUISSE FIRST BOSTON
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate
ROYAL BANK OF CANADA
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Manager
THE BANK OF TOKYO-MITSUBISHI, LTD., HOUSTON
AGENCY
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Manager
By /s/ ▇▇▇ Fort
-----------------------------------------
Name: ▇▇▇ Fort
Title: Vice President
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
FLEET NATIONAL BANK
f/k/a Bank Boston, N.A.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Authorized Officer
SOCIETE GENERALE, SOUTHWEST AGENCY
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.
-----------------------------------------
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.
Title: Managing Director
TORONTO DOMINION (TEXAS), INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
UBS AG, STAMFORD BRANCH
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Director - Recovery Management
By ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Director - Recovery
Management
▇▇▇▇▇ FARGO BANK TEXAS, N.A.
By /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: J. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
WESTLB AG, NEW YORK BRANCH
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director - Credit Department
CREDIT AGRICOLE INDOSUEZ
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President, Senior Relationship
Manager
SUNTRUST BANK
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
ARAB BANKING CORPORATION (B.S.C.)
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Deputy General Manager
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President Head of Credit
BANK OF CHINA, NEW YORK BRANCH
By
Name:
Title:
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
BANK OF OKLAHOMA, N.A.
By
-----------------------------------------
Name:
Title:
BNP PARIBAS, HOUSTON AGENCY
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇ ▇. ▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇
Title: Director
DZ BANK AG DEUTSCHE
ZENTRALGENOSSENSCHAFTSBANK, NEW YORK BRANCH
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior V.P.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
KBC BANK N.V.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: First Vice President
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: First Vice President
WACHOVIA BANK, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
MIZUHO CORPORATE BANK, LTD
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President and Manager
SUMITOMO MITSUI BANKING CORPORATION
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
COMMERCE BANK, N.A.
By /s/ ▇▇▇▇▇▇ ▇. Block
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. Block
Title: Senior Vice President
ROYAL BANK OF SCOTLAND
Name:
Title:
RZB FINANCE, LLC
By
-----------------------------------------
Name:
Title:
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
WORTHINGTON GENERATION, L.L.C.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
▇▇▇▇▇▇▇▇ REFINING & MARKETING, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Treasurer
▇▇▇▇▇▇▇▇ PETROLEUM SERVICES, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇▇▇ PETROLEUM PIPELINE SYSTEMS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇▇▇ MID-SOUTH PIPELINES, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Treasurer
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
▇▇▇▇▇▇▇▇ GENERATION COMPANY-HAZLETON
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇▇ OLEFINS, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Treasurer
▇▇▇▇▇▇▇▇ OLEFINS FEEDSTOCK PIPELINES, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Treasurer
▇▇▇▇▇▇▇▇ NATURAL GAS LIQUIDS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇▇▇ MIDSTREAM NATURAL GAS LIQUIDS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
▇▇▇▇▇▇▇▇ MERCHANT SERVICES COMPANY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
▇▇▇▇▇▇▇▇ MEMPHIS TERMINAL, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Treasurer
▇▇▇▇▇▇▇▇ GULF COAST GATHERING COMPANY, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Treasurer
▇▇▇▇▇▇▇▇ ▇▇, LLC
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
▇▇▇▇▇▇▇▇ GENERATING MEMPHIS, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Treasurer
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
▇▇▇▇▇▇▇▇ GAS PROCESSING - WAMSUTTER COMPANY.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇▇▇ GAS PROCESSING COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇▇▇ GAS PROCESSING - MID-CONTINENT
REGION COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇▇▇ FIELD SERVICES GROUP, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇▇▇ FIELD SERVICES COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
▇▇▇▇▇▇▇▇ FIELD SERVICES - MATAGORDA OFFSHORE
COMPANY, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Treasurer
▇▇▇▇▇▇▇▇ EXPRESS, INC. (DE)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Executive Officer
▇▇▇▇▇▇▇▇ EXPRESS INC. (AK)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Executive Officer
▇▇▇▇▇▇▇▇ ETHANOL SERVICES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
▇▇▇▇▇▇▇▇ ENERGY SERVICES, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
▇▇▇▇▇▇▇▇ ENERGY MARKETING & TRADING COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
▇▇▇▇▇▇▇▇ BIO-ENERGY, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Treasurer
▇▇▇▇▇▇▇▇ ALASKA PIPELINE COMPANY, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇▇▇ ALASKA PETROLEUM, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Executive Officer
▇▇▇▇▇▇▇▇ ALASKA AIR CARGO PROPERTIES, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Executive Officer
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
WFS-OFFSHORE GATHERING COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
WFS-NGL PIPELINE COMPANY, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
WFS-LIQUIDS COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
WFS GATHERING COMPANY, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Treasurer
WFS ENTERPRISES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Treasurer
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
WFS - PIPELINE COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
WFS - OCS GATHERING CO.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
NORTH PADRE ISLAND SPINDOWN, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
MEMPHIS GENERATION, L.L.C.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
MAPL INVESTMENTS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
MAPCO INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
LONGHORN ENTERPRISES OF TEXAS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇ PIPELINE COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
HI-BOL PIPELINE COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇ GATHERING COMPANY, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Treasurer
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
GAS SUPPLY, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
BLACK MARLIN PIPELINE COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
SIGNATURE PAGE TO
FIRST AMENDMENT TO MIDSTREAM GUARANTY
SCHEDULE I
TO
GUARANTY
FORM OF JOINDER AGREEMENT
JOINDER AGREEMENT
(name of joining subsidiary)
[_________, _____]
This Joinder Agreement is entered into to join [Joining Subsidiary] as
an additional guarantor to the Guaranty dated as of July 31, 2002 (as amended,
supplemented or otherwise modified from time to time, the "Midstream Guaranty"),
which was executed by THE ▇▇▇▇▇▇▇▇ COMPANIES, INC. (the "Company"), a Delaware
corporation, and certain Midstream Subsidiaries.
[Joining Subsidiary], a [_________ corporation] (the "Subsidiary"),
hereby agrees with CITIBANK, N.A., as surety administrative agent for the
Financial Institution (as such term is defined in the Midstream Guaranty) as
follows:
All capitalized terms used herein and not defined herein shall have the
meanings ascribed to such terms in the Amended and Restated Credit Agreement,
dated as of October 31, 2002, by and among The ▇▇▇▇▇▇▇▇ Companies, Inc., the
various lenders as are or may become parties thereto; the Issuing Banks, and
Citicorp USA, Inc., as Agent and Collateral Agent (as further amended, modified,
supplemented, renewed, extended or restated from time to time, the "Credit
Agreement").
In accordance with the terms of the Credit Documents and the Midstream
Guaranty (collectively, the "Security Documents"), the Subsidiary hereby (a)
joins the Midstream Guaranty as a party thereto and assumes all the obligations
of a Guarantor thereunder, (b) agrees to be bound by the provisions of the
Midstream Guaranty as if the Subsidiary had been an original party to the
Midstream Guaranty, and (c) confirms that, after joining the Midstream Guaranty
as set forth above, the representations and warranties set forth in each of the
Credit Documents with respect to the Subsidiary are true and correct in all
material respects as of the date of this Joinder Agreement.
For purposes of notices under the Security Documents, the notice
address for the Subsidiary may be given to the Subsidiary by providing notice
addressed to [Subsidiary' Name] c/o The ▇▇▇▇▇▇▇▇ Companies, Inc., in any manner
that notice is permitted to be given to the Company pursuant to the terms of the
Credit Agreement.
THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
-4-
IN WITNESS WHEREOF this Joinder Agreement is executed and delivered as
of the ___ day of ____________, _____.
[Joining Subsidiary]
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------