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Page 25 - ANNEX A

SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 9/7/2017


 

 

ANNEX A

TO AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT

AND EXTENSION AGREEMENT

 

[Section 2.05(e)]

 

(e)       Extension of Termination Date. The Borrower may, by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders in the applicable Class) (i) not less than 45 days prior to any anniversary of the Effective Date, and on not more than two occasions, request that the Revolving Lenders extend the Termination Date and the Revolving Commitments for an additional periodinitial extension period to August 3, 2022, and, thereafter, make unlimited requests for additional extension periods of one year and (ii) not less than 45 days prior to any anniversary of the effective date of any applicable Incremental Term Loan Agreement, make unlimited requests that the applicable Series of Incremental Term Lenders extend the Incremental Term Loan Termination Date with respect to such Series for an additional period of one year. Each Lender in the applicable Class shall, by notice to the Borrower and the Agent given not later than the 20th day after the date of the Agents receipt of the Borrowers extension request, advise the Borrower whether or not it agrees to the requested extension (each such Lender in the applicable Class agreeing to a requested extension being called a Consenting Lenderand each such Lender in the applicable Class declining to agree to a requested extension being called a Declining Lender). Any Lender in the applicable Class that has not so advised the Borrower and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If (i) Revolving Lenders constituting the Required Revolving Lenders shall have agreed to an extension request, then the Termination Date shall, as to the Consenting Lenders in the applicable Class, be extended to the first anniversary of the Termination Date theretofore in effectextension date so agreed by such Consenting Lenders and (ii) Incremental Term Lenders constituting the Required Incremental Term Lenders for such Series shall have agreed to an extension request, then the applicable Incremental Term Loan Termination Date for such Series shall, as to the Consenting Lenders in the applicable Class, be extended to the first anniversary of the applicable Incremental Term Loan Termination Date theretofore in effectextension date so agreed by such Consenting Lenders. The decision to agree or withhold agreement to any Termination Date extension or Incremental Term Loan Termination Date extension, as applicable, shall be at the sole discretion of each Lender in the applicable Class. The Commitment and Advances of any Declining Lender in the applicable Class shall terminate and be payable in full on the Termination Date or Incremental Term Loan Termination Date, as applicable, in effect as to such Lender prior to giving effect to any such extension (such Termination Date being called the Existing Termination Dateand such Incremental Term Loan Termination Date being called the Existing Incremental Term Loan Termination Date). The principal amount of any outstanding Revolving Advances made by Declining Lenders in the applicable Class, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Termination Date, and on the Existing Termination Date the Borrower shall also make such other prepayments of its Revolving Borrowings as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, such Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Advances and the aggregate Letter of Credit Exposures shall not exceed the aggregate Revolving Commitments. If, after making the prepayments pursuant to the immediately preceding sentence the sum of the aggregate Revolving Advances and the aggregate Letter of Credit Exposures exceed the aggregate Revolving Commitments, then the Borrower shall immediately deposit cash collateral in an account with the Agent, in the name of the Agent and for the benefit of the Revolving Lenders and the Issuing Banks (such deposit to be held by the Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement in accordance with Section 2.03(h)(i)), in an amount such that, after giving effect to such cash collateralization and the termination of the Revolving Commitments of, and all payments to, the Declining Lenders in the applicable Class pursuant to the preceding sentence, the sum of the aggregate Revolving Advances and the aggregate Letter of Credit Exposures not cash collateralized in accordance with this sentence shall not exceed the aggregate Revolving Commitments. The principal amount of any outstanding Series of Incremental Term Loans made by Declining Lenders in the applicable Class, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Incremental Term Loan Termination Date. Notwithstanding the foregoing provisions of this Section 2.05(e), the Borrower shall have the right, pursuant to Section 2.18(b), at any time prior to the Existing Termination Date or Existing Incremental Term Loan Termination Date, as applicable, to replace a Declining Lender in the applicable Class with a Lender or other financial institution that will agree to a request for the extension of the Termination Date or Incremental Term Loan Termination Date, as applicable, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Termination Date or Incremental Term Loan Termination Date, as applicable, pursuant to this Section 2.05(e) shall become effective unless (i) on the anniversary of the Effective Date or effective date of the Incremental Term Loan Agreement, as applicable,such extension date that immediately follows the date on which the Borrower delivers the applicable request for extension of the Termination Date or Incremental Term Loan Termination Date, as applicable, the conditions set forth in clauses (a) and (b) of Section 3.02 shall be satisfied (with all references in such clauses to a Borrowing being deemed to be references to such extension and without giving effect to the first parenthetical in Section 3.02(a)) and the Agent shall have received a certificate to that effect dated such date and executed by the Chief Financial OfficerVice President - Finance or the Treasurer of the Ultimate General Partner, or an officer serving in either of those functions (in its capacity as general partner of the General Partner, in its capacity as general partner of the Borrower).

 

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