EXHIBIT 10.7
EXECUTION COPY
FIRST AMENDMENT TO COLLATERAL TRUST AGREEMENT
This First Amendment dated as of October 31, 2002 (this "Amendment") to
the Collateral Trust Agreement dated as of July 31, 2002 (as amended and
modified from time to time, the "Collateral Trust Agreement"), is among The
▇▇▇▇▇▇▇▇ Companies, Inc., a Delaware corporation (the "Company"), and each of
its Subsidiaries which is or which subsequently becomes a party thereto
(together, with the Company, the "Debtors"), in favor of Citibank, N.A., as
collateral trustee ("Collateral Trustee") 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 Collateral Trust
Agreement.
WITNESSETH:
WHEREAS, the parties hereto have agreed to amend certain provisions of
the Collateral Trust Agreement;
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
Collateral Trust Agreement 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 Collateral Trust Agreement was amended to (i)
remove ▇▇▇▇▇▇▇▇ Field Services - Gulf Coast Company, L.P. as a Debtor
and (ii) add ▇▇▇▇▇▇▇▇ Gulf Coast Gathering Company, LLC as Debtor.
Pursuant to this Amendment, the following additional parties are added
as Debtors: 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 introductory paragraph of the Collateral Trust Agreement is
hereby amended and restated in its entirety and replaced with the
following:
"COLLATERAL TRUST AGREEMENT, dated as of July 31, 2002 (this
"Agreement"), among THE ▇▇▇▇▇▇▇▇ COMPANIES, INC., a Delaware
corporation (the "Company"), the subsidiaries of the Company
which are or which subsequently become parties hereto (the
"Subsidiaries" and collectively
with the Company, the "Debtors"), and CITIBANK, N.A., as
Collateral Trustee (the "Collateral Trustee"):"
(c) The definition of Release Notice set forth in Section 1.1 of the
Collateral Trust Agreement is hereby amended and restated in its
entirety and replaced with the following:
"Release Notice: shall mean a written notice, signed by a
Responsible Officer of the Company and the Debtors with
interests in the Collateral to be released, that requests the
release of Liens held in favor of the Collateral Trustee in
such Collateral and that (a) certifies to the Collateral
Trustee that the release of such Collateral is permitted under
the applicable terms of the Principal Bank Facility and the
Principal L/C Facility (collectively, the "Facilities") and
has either been consented to by the Required Decision Group or
is expressly permitted under the applicable terms of the
Facilities without the need of any such consent, (b) sets
forth the estimated proceeds from the disposition of such
Collateral and the intended application thereof and confirms
that such application is in accordance with the applicable
requirements of the Facilities, and (c) covenants to the
Collateral Trustee that the proceeds of such Collateral shall
be applied as described therein."
(d) The following Section 1.2 is hereby added to the Collateral Trust
Agreement:
"1.2 Incorporated Definitions and Provisions. All defined
terms that are incorporated into this Agreement by reference to other
agreements shall incorporate into this Agreement 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); subject to the following limitations: (a) no
such amendment or modification shall be effective with respect to this
Agreement until Collateral Trustee shall have received a copy of such
amendment or modification and (b) no provision of any such amendment or
modification that imposes any additional liability, obligation or
adverse effect on the Collateral Trustee shall be effective with
respect to this Agreement unless the Collateral Trustee has executed a
written consent to such provision or to the amendment or modification
in which such provision is set forth.
(e) Section 2.5 of the Collateral Trust Agreement is hereby amended and
restated in its entirety and replaced with the following:
"2.5 Releases of Collateral.
(a) In connection with any proposed sale, assignment,
transfer, or other disposition of Collateral, the Company and
the Debtors with an interest in such Collateral may deliver a
Release Notice to the Collateral Trustee which the
Collateral Trustee shall promptly distribute to the holders of
Secured Obligations under the Principal Bank Facility and the
Principal L/C Facility. Each of the holders of Secured
Obligations under either of the Facilities shall have 15 days
after the receipt of such Release Notice to notify the
Collateral Trustee if such holder believes that the release of
such Collateral is improper because (i) the release of such
Collateral is not permitted under the applicable terms of the
Facilities or has not been consented to by the Required
Decision Group or (ii) the intended application of the
proceeds from the disposition of such Collateral is not in
accordance with the applicable requirements of the Facilities
(any such certificate being referred to herein as an
"Objection Certificate"). If an Objection Certificate is not
delivered during such 15 day period, then the Collateral
Trustee shall be authorized to and agrees to release the Liens
of the Collateral Trustee in the Collateral described in the
Release Notice upon the contemporaneous receipt by Collateral
Trustee of the amount of the proceeds, if any, of such
permitted disposition that are required to be delivered to the
Collateral Trustee pursuant to the terms of the Facilities or
any of the Security Documents and as set out in the Release
Notice. If during the 15 day period referenced above the
Collateral Trustee receives an Objection Certificate, then the
Liens will not be released at the end of such period and the
Collateral Trustee will not take any actions requested under
the Release Notice until (x) such Objection Certificate shall
be withdrawn in writing by the holder of Secured Obligations
which shall have delivered the same to the Collateral Trustee
or (y) until the Collateral Trustee shall have received a
final order of a court of competent jurisdiction directing it
to release the Liens of the Collateral Trustee in such
Collateral. In connection with any release pursuant to this
Section 2.5, upon receipt of the appropriate amount of
proceeds from such disposition, if any, the Collateral Trustee
shall at the request of the Company execute a partial release
of the Liens granted under the Security Documents and such
instruments, including UCC-3 amendments or termination
statements, as are necessary to partially release or terminate
any documents constituting public notice of the Security
Documents and the Liens granted thereunder and shall assign
and transfer, or cause to be assigned and transferred, and
shall deliver, or cause to be delivered, to the applicable
Debtors, all property thereof then held by the Collateral
Trustee in which the Lien of the Collateral Trustee has been
released.
(b) Upon Collateral Trustee's receipt of the portion
of the gross proceeds from a disposition, if any, that are
required to be delivered to the Collateral Trustee pursuant to
the terms of the Facilities and as specified in the Release
Notice, Collateral Trustee shall hold such proceeds as
Collateral under this Agreement until Company delivers to
Collateral Trustee a division of proceeds certificate (a
"Division Certificate"). Concurrently with delivery of any
Division Certificate to the Collateral Trustee, the Company
shall deliver copies of such Division Certificate to the Agent
(as such term is defined in the Principal Bank Facility) for
the Banks that are party to the Principal Bank Facility and to
the Agent (as such term is defined in the Principal L/C
Facility) for the Banks that are party to the Principal L/C
Facility. The Division Certificate shall be prepared based on
the terms of Section 2.04(c) of the Principal Bank Facility
and Section 2.3 (b) of the Principal L/C Facility. Upon
receipt of such a Division Certificate the Collateral Trustee
shall as soon as practicable disburse the proceeds, if any, it
has received consistent with the terms of the Division
Certificate. If Collateral Trustee obtains any proceeds
resulting from the sale of Collateral that are not required to
be delivered pursuant to the terms of Section 2.04(c) of the
Principal Bank Facility or Section 2.3 (b) of the Principal
L/C Facility to a holder of Secured Obligations or another
creditor of the Company or its Subsidiaries then the
Collateral Trustee shall as soon as practicable deliver such
proceeds to the Company free and clear of any Liens."
(f) The following Section 2.10 is hereby added to the Collateral Trust
Agreement:
"2.10 Releases in Connection with Permitted
Dispositions. Section 5.2(e) of the Principal L/C Facility and
Section 5.02(l) of the Principal Bank Facility provide that
certain dispositions will be permitted and that any Guarantor
(as defined therein) that is the owner of the assets subject
to the disposition permitted pursuant to Section 5.2(e) of the
Principal L/C Facility and Section 5.02(l) of the Principal
Bank Facility and whose Equity Interests (as defined therein)
are being conveyed in connection with such disposition (as
well as the owners' of such Equity Interests, to the extent of
such permitted distribution) shall be automatically released
as a party to this Agreement and to the other Security
Documents. The Debtors and the Collateral Trustee hereby
acknowledge and agree to the automatic release described above
and the Collateral Trustee agrees to and is hereby authorized
to execute documents and notices evidencing such releases;
provided, however, Collateral Trustee shall not be required to
execute any documents or notices in connection with any
automatic release unless Collateral Trustee has received
satisfactory certifications and documentation that the
conditions specified in Section 5.2(e) of the Principal L/C
Facility and Section 5.02(l) of the Principal Bank Facility
for obtaining an automatic release, if any, have been
satisfied."
(g) The following Section 2.11 is hereby added to the Collateral Trust
Agreement:
"2.11 Execution of Non-Disturbance and Attornment
Agreement. Collateral Trustee agrees to and is hereby
authorized to execute a non-disturbance and attornment
agreement in accordance with the provisions of Section 5.2(e)
of the Principal L/C Facility and Section 5.02(l) of the
Principal Bank Facility which agreement shall be substantially
in the form attached to such Principal L/C Facility and
referenced in such Section 5.2(e) and such Section 5.02(l)."
(h) The following Section 6.9 is hereby added to the Collateral Trust
Agreement:
"Section 6.9 Joinder. Pursuant to the terms of the Master Debt
Agreements certain Persons (hereafter referred to as the
"Joining Subsidiaries") may desire to or be required to join
this Agreement as Debtors. In connection with any such joinder
the Joining Subsidiary shall cause to be executed and
delivered (a) a joinder agreement substantially in the form of
the joinder agreement attached hereto as Schedule II and (b)
authorization documentation, corporate documentation,
perfection documentation and opinion letters reasonably
satisfactory to the Collateral Trustee reflecting the status
of such Joining Subsidiary and the enforceability of such
agreements with respect to such Joining Subsidiary; provided,
however, that the Collateral Trustee shall have no obligations
with respect to the additional Collateral that results from
the addition of a Joining Subsidiary as a Debtor pursuant to
this Agreement prior to the delivery of such additional
Collateral, and Collateral Trustee shall have no duty to
solicit the delivery of any Collateral from any Debtor."
(i) A new Schedule II to the Collateral Trust Agreement is hereby added
which is the document attached as Schedule II hereto.
2. Acknowledgement. ▇▇▇▇▇▇▇▇ Energy Marketing & Trading Company hereby
acknowledges that it is a Debtor and original signatory to the Collateral Trust
Agreement effective as of July 31, 2002.
3. 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; provided, however, that the
Collateral Trustee shall have no obligations with respect to the additional
Collateral that results from the addition of Debtors as parties to the
Collateral Trust Agreement pursuant to this Amendment prior to the delivery of
such additional Collateral, and the Collateral Trustee shall have no duty to
solicit the delivery of any Collateral from any Debtor. Notwithstanding anything
to the contrary herein, any provision or portion of a provision in this
Amendment that is or is determined to be a release of Collateral shall not be
effective to release such Collateral until the Collateral Trustee has received
satisfactory documentation that such release of Collateral is permitted by or
has been properly approved in accordance with the terms of the Collateral Trust
Agreement.
4. Governing Law. This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York.
5. Reference to and Effect on the Collateral Trust Agreement. 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
Collateral Trust Agreement or any of the documents referred to therein. Except
as expressly amended and consented hereby, the terms and conditions of the
Collateral Trust Agreement shall continue in full force and effect, and as
amended hereby, the Collateral Trust Agreement is ratified and confirmed in all
respects. On
and after the Effective Date, the Collateral Trust Agreement shall be deemed to
mean the Collateral Trust Agreement as amended hereby.
6. 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 II: Form of Joinder Agreement
Houston/1474925
IN WITNESS WHEREOF, the parties hereto, acting through their duly
authorized representatives, have caused this Amendment to be signed in their
respective names.
The ▇▇▇▇▇▇▇▇ Companies, Inc.,
as Debtor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
AGENT:
CITICORP USA, INC., as Agent
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANKS AND ISSUING BANKS:
CITIBANK N.A., as Issuing Bank
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Attorney-in-Fact
CITIBANK N.A., as Collateral Trustee
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
CITICORP USA, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANKS:
CITICORP USA, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA, as Canadian
Issuing Bank and Bank
By:
------------------------------------------
Name:
Title:
BANK OF AMERICA, N.A., as Issuing
Bank and Bank
By /s/ ▇▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇
Title: Managing Director
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ COMMERCIAL PAPER INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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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/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President and Manager
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
DOCUMENTATION AGENT:
CREDIT LYONNAIS NEW YORK BRANCH
as Documentation Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
THE BANK OF NOVA SCOTIA
By: /s/ ▇. ▇▇▇▇
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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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ l
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
By /s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: W. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
NATIONAL WESTMINSTER PLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
ABN AMRO BANK, N.V.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Group Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANK OF MONTREAL
By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Title: Director
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
BARCLAYS BANK PLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director
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/ ▇▇▇▇▇ ▇▇▇▇▇▇
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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
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: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Director
▇▇▇▇▇ FARGO BANK TEXAS, N.A.
By /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: J. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
WESTLB AG, NEW YORK BRANCH
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
Director Credit Department
CREDIT AGRICOLE INDOSUEZ
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
SUNTRUST BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
tle: Director
ARAB BANKING CORPORATION (B.S.C.)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Deputy General Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: VP Head of Credit
BANK OF CHINA, NEW YORK BRANCH
By:
Name:
Title:
BANK OF OKLAHOMA, N.A.
By:
Name:
Title:
BNP PARIBAS, HOUSTON AGENCY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇
-------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇
Title: Director
DZ BANK AG DEUTSCHE
ZENTRALGENOSSENSCHAFTSBANK, NEW YORK BRANCH
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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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
MUZUHO CORPORATE BANK, LTD
By:
Name:
Title:
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
By:
Name:
Title:
RZB FINANCE, LLC
By:
------------------------------------
Name:
Title:
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
▇▇▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇▇ 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
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
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
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
GAS SUPPLY, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
BLACK MARLIN PIPELINE COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
SCHEDULE II
TO
COLLATERAL TRUST AGREEMENT
FORM OF JOINDER AGREEMENT
JOINDER AGREEMENT
(name of joining subsidiary)
[_________, _____]
[Joining Subsidiary], a [_________ corporation] (the "Subsidiary"),
hereby agrees with (a) CITIBANK, N.A., as collateral trustee for the benefit of
the holders of the Secured Obligations, (b) THE ▇▇▇▇▇▇▇▇ COMPANIES, INC., a
Delaware corporation (the "Company") and (c) the other parties to the Security
Documents (as defined below), 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 [Security Agreement, Pledge
Agreement and Collateral Trust Agreement] (collectively, the "Security
Documents"), the Subsidiary hereby (a) [joins the Security Agreement as a party
thereto and assumes all the obligations of a Grantor (as defined in the Security
Agreement) under the Security Agreement], (b) [joins the Pledge Agreement as a
party thereto and assumes all the obligations of a Pledgor (as defined in the
Pledge Agreement) under the Pledge Agreement], (c) [joins the Collateral Trust
Agreement as a party thereto and assumes all the obligations of a Debtor (as
defined in the Collateral Trust Agreement) under the Collateral Trust
Agreement], (d) agrees to be bound by the provisions of the Security Documents
as if the Subsidiary had been an original party to the Security Documents, and
(e) confirms that, after joining the Security Documents 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's 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.
[Schedule I and Schedule II to the Security Agreement are hereby
supplemented with the information set forth on Exhibit I to this Joinder
Agreement.]
[Schedule I and Schedule II to the Pledge Agreement are hereby
supplemented with the information regarding the Subsidiary set forth on Exhibit
II to this Joinder 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.
IN WITNESS WHEREOF this Joinder Agreement is executed and delivered as
of the ___ day of ____________, _____.
[Joining Subsidiary]
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
