Enterprise Products Partners L.P.

SEC Filings

10-Q
GULFTERRA ENERGY PARTNERS L P filed this Form 10-Q on 08/09/2004
Entire Document
 
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                                                                  EXHIBIT 10.N.1
                               TERM LOAN ADDENDUM

                      FOR SERIES B-2 ADDITIONAL TERM LOANS

         Pursuant to subsection 2.1(c) of the Seventh Amended and Restated
Credit Agreement, dated as of March 23, 1995, as amended and restated through
September 26, 2003, among GulfTerra Energy Partners, L.P., a Delaware limited
partnership (the "Borrower"), GulfTerra Energy Finance Corporation, a Delaware
corporation (the "Co-Borrower"), the several banks and other financial
institutions from time to time parties thereto (the "Lenders"), and JPMorgan
Chase Bank, as administrative agent (the "Administrative Agent"), as amended by
that certain First Amendment to Seventh Amended and Restated Credit Agreement
dated as of December 1, 2003, by and among the Borrower, the Co-Borrower, the
Lenders parties thereto and the Administrative Agent and that certain Second
Amendment to Seventh Amended and Restated Credit Agreement dated as of April 23,
2004 (as so amended, the "Credit Agreement"), the undersigned hereby execute
this Term Loan Addendum dated as of May 20, 2004 (this "Addendum"). Capitalized
terms used herein and not defined herein shall have the meanings assigned to
such terms in the Credit Agreement.

         In consideration of the premises and the mutual covenants
 contained
herein, the parties hereto hereby agree as follows:

         1. Subject to the terms and conditions hereof and in the Credit
Agreement, each Additional Term Loan Lender party to this Addendum agrees to
make, on the Additional Term Loan Closing Date, term loans (the "Series B-2
Additional Term Loans") to the Borrower in an aggregate principal amount not to
exceed such Lender's Additional Term Loan Commitment set forth on Schedule I
attached hereto under the heading "Series B-2 Additional Term Loan Commitment".
Once repaid, the Series B-2 Additional Term Loans may not be reborrowed.

         2. The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Additional Term Loan Lender party
to this Addendum (a) in semi-annual installments beginning on the date six
months following the Additional Term Loan Closing Date for the Series B-2
Additional Term Loans and ending on the date that is the third anniversary
following the Additional Term Loan Closing Date, an amount equal to $1,000,000
for each installment and (b) the then unpaid principal amount of each Series B-2
Additional Term Loan on the Additional Term Loan Maturity Date (as defined
below).

         3. The "Applicable Margin" for the Series B-2 Additional Term Loans
shall be on any day and with respect to any Series B-2 Additional Term Loans
that are Alternate Base Rate Loans, 1.25% per annum and for any Series B-2
Additional Term Loans that are Eurodollar Loans, 2.25% per annum.

         4. The "Additional Term Loan Maturity Date" for the Series B-2
Additional Term Loans shall be October 11, 2007.

         5. The "Additional Term Loan Closing Date" for the Series B-2
Additional Term Loans shall be the date on which the conditions set forth in
Section 6.3 of the Credit Agreement are first satisfied or waived in respect of
the Series B-2 Additional Term Loans, which shall occur on or prior to May 25,
2004.

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                    SERIES B-2 ADDITIONAL TERM LOAN ADDENDUM