TPP » Topics » Revolving Credit Facility

This excerpt taken from the TPP 8-K filed Feb 28, 2008.

Revolving Credit Facility

TEPPCO had in place a $700.0 million unsecured revolving credit facility, including the issuance of letters of credit (“Revolving Credit Facility”), which matured on December 13, 2011. On December 18, 2007, TEPPCO amended the Revolving Credit Facility (“Fifth Amendment”). The maturity date was extended to December 12, 2012, and the Fifth Amendment allows TEPPCO to request unlimited one-year extensions of the maturity date, subject to lender approval and satisfaction of certain other conditions. The Fifth Amendment contains an accordion feature whereby the total amount of the bank commitments may be increased, with lender approval and the

 

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satisfaction of certain other conditions, from $700.0 million up to a maximum amount of $1.0 billion. The Fifth Amendment also increased the aggregate outstanding principal amount of swing line loans or same day borrowings permitted under the Revolving Credit Facility from $25.0 million to $40.0 million. The interest rate is based, at TEPPCO’s option, on either the lender’s base rate, or LIBOR rate, plus a margin, in effect at the time of the borrowings. The applicable margin with respect to LIBOR rate borrowings is based on TEPPCO’s senior unsecured non-credit enhanced long-term debt rating issued by Standard & Poor’s Rating Services and Moody’s Investors Service, Inc. The Fifth Amendment added a term-out option to the Revolving Credit Facility in which TEPPCO may, on the maturity date, convert the principal balance of all revolving loans then outstanding into a non-revolving one-year term loan. Upon the conversion of the revolving loans to term loans pursuant to the term-out option, the applicable LIBOR spread will increase by 0.125% per year, and if immediately prior to such borrowing the total outstanding revolver borrowings then outstanding exceeds 50% of the total lender commitments, the applicable LIBOR spread with respect to borrowings will increase by an additional 10 basis points.

 

Prior to the effectiveness of the Fifth Amendment, the Revolving Credit Facility contained financial covenants that required TEPPCO to maintain (i) a ratio of EBITDA to Interest Expense (as defined and calculated in the facility) of at least 3.00 to 1.00 and (ii) a ratio of Consolidated Funded Debt to Pro Forma EBITDA (as defined and calculated in the facility) of less than 4.75 to 1.00 (subject to adjustment for specified acquisitions), in each case with respect to specified twelve month periods. The Fifth Amendment eliminated the interest coverage requirement and provides TEPPCO additional flexibility with respect to its leverage test by increasing the threshold ratio of Consolidated Funded Debt to Pro Forma EBITDA to 5.00 to 1.00 (and, if after giving effect to a permitted acquisition the ratio exceeds 5.00 to 1.00, the threshold ratio will be increased to 5.50 to 1.00 for the fiscal quarter in which the acquisition occurs and the first full fiscal quarter following such acquisition. Other restrictive covenants in the Revolving Credit Facility limit TEPPCO’s ability, and the ability of certain of its subsidiaries, to, among other things, incur certain additional indebtedness, make certain distributions, incur certain liens, engage in specified transactions with affiliates and complete mergers, acquisitions and sales of assets. The credit agreement restricts the amount of outstanding debt of the Jonah joint venture to debt owing to the owners of its partnership interests and other third-party debt in the aggregate principal amount of $50.0 million and allows for the issuance of certain hybrid securities of up to 15% of TEPPCO’s Consolidated Total Capitalization (as defined therein). TEPPCO’s obligations under the Revolving Credit Facility are guaranteed by the Subsidiary Guarantors (defined below). At December 31, 2007, $490.0 million was outstanding under the Revolving Credit Facility at a weighted average interest rate of 5.71%. At December 31, 2007, TEPPCO was in compliance with the covenants of the Revolving Credit Facility.

 

This excerpt taken from the TPP 8-K filed Nov 16, 2007.

Revolving Credit Facility

 

TEPPCO has in place a $700.0 million unsecured revolving credit facility, including the issuance of letters of credit (“Revolving Credit Facility”), which matures on December 13, 2011. TEPPCO may request up to two one-year extensions of the maturity date, subject to lender approval and satisfaction of certain other conditions. Commitments under the credit facility may be increased up to a maximum of $850.0 million upon TEPPCO’s request, subject to lender approval and the satisfaction of certain other conditions. The interest rate is based, at TEPPCO’s option, on either the lender’s base rate plus a spread, or LIBOR plus a spread in effect at the time of the borrowings. Financial covenants in the Revolving Credit Facility require that TEPPCO maintain a ratio of Consolidated Funded Debt to Pro Forma EBITDA (as defined and calculated in the facility) of less than 4.75 to 1.00 (subject to adjustment for specified acquisitions) and a ratio of EBITDA to Interest Expense (as defined and calculated in the facility) of at least 3.00 to 1.00, in each case with respect to specified twelve month periods. Other restrictive covenants in the Revolving Credit Facility limit TEPPCO’s ability to, among other things, incur additional indebtedness, make certain distributions, incur liens, engage in specified transactions with affiliates and complete mergers, acquisitions and sales of assets. The credit agreement restricts the amount of outstanding debt of the Jonah joint venture to debt owing to the owners of its partnership interests and other third-party debt in the principal aggregate amount of $50.0 million and allows for the issuance of certain hybrid securities of up to 15% of TEPPCO’s Consolidated Total Capitalization (as defined therein). At September 30, 2007, $377.0 million was

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET – (Continued)

 

 

outstanding under the Revolving Credit Facility at a weighted average interest rate of 5.94%. At September 30, 2007, TEPPCO was in compliance with the covenants of the Revolving Credit Facility.

This excerpt taken from the TPP 8-K filed Aug 27, 2007.

Revolving Credit Facility

 

TEPPCO has in place a $700.0 million unsecured revolving credit facility, including the issuance of letters of credit (“Revolving Credit Facility”), which matures on December 13, 2011. TEPPCO may request up to two one-year extensions of the maturity date, subject to lender approval and satisfaction of certain other conditions. Commitments under the credit facility may be increased up to a maximum of $850.0 million upon TEPPCO’s request, subject to lender approval and the satisfaction of certain other conditions. The interest rate is based, at TEPPCO’s option, on either the lender’s base rate plus a spread, or LIBOR plus a spread in effect at the time of the borrowings. Financial covenants in the Revolving Credit Facility require that TEPPCO maintain a ratio of Consolidated Funded Debt to Pro Forma EBITDA (as defined and calculated in the facility) of less than 4.75 to 1.00 (subject to adjustment for specified acquisitions) and a ratio of EBITDA to Interest Expense (as defined and calculated in the facility) of at least 3.00 to 1.00, in each case with respect to specified twelve month periods. Other restrictive covenants in the Revolving Credit Facility limit TEPPCO’s ability to, among other things, incur additional indebtedness, make certain distributions, incur liens, engage in specified transactions with affiliates and complete mergers, acquisitions and sales of assets. The credit agreement restricts the amount of outstanding debt of the Jonah joint venture to debt owing to the owners of its partnership interests and other third-party debt in the principal aggregate amount of $50.0 million and allows for the issuance of certain hybrid securities of up to 15% of TEPPCO’s Consolidated Total Capitalization (as defined therein). In May 2007, TEPPCO repaid approximately $295.0 million of the then outstanding balance of the Revolving Credit Facility with proceeds received from the issuance of junior subordinated notes. At June 30, 2007, TEPPCO had outstanding $200.0 million under the Revolving Credit Facility at a weighted average interest rate of 5.86%. At June 30, 2007, TEPPCO was in compliance with the covenants of the Revolving Credit Facility.

 

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET – (Continued)

 

This excerpt taken from the TPP 8-K filed May 25, 2007.

Revolving Credit Facility

 

TEPPCO has in place a $700.0 million unsecured revolving credit facility, including the issuance of letters of credit (“Revolving Credit Facility”), which matures on December 13, 2011. TEPPCO may request up to two one-year extensions of the maturity date, subject to lender approval and satisfaction of certain other conditions. Commitments under the credit facility may be increased up to a maximum of $850.0 million upon TEPPCO’s request, subject to lender approval and the satisfaction of certain other conditions. The interest rate is based, at TEPPCO’s option, on either the lender’s base rate plus a spread, or LIBOR plus a spread in effect at the time of the borrowings. Financial covenants in the Revolving Credit Facility require that TEPPCO maintain a ratio of Consolidated Funded Debt to Pro Forma EBITDA (as defined and calculated in the facility) of less than 4.75 to 1.00 (subject to adjustment for specified acquisitions) and a ratio of EBITDA to Interest Expense (as defined and calculated in the facility) of at least 3.00 to 1.00, in each case with respect to specified twelve month periods. Other restrictive covenants in the Revolving Credit Facility limit TEPPCO’s ability to, among other things, incur additional indebtedness, make certain distributions, incur liens, engage in specified transactions with affiliates and complete mergers, acquisitions and sales of assets. The credit agreement restricts the amount of outstanding debt of the Jonah joint venture to debt owing to the owners of its partnership interests and other third-party debt in the principal aggregate amount of $50.0 million and allows for the issuance of certain hybrid securities of up to 15% of TEPPCO’s Consolidated Total Capitalization (as defined therein). At March 31, 2007, TEPPCO had outstanding $399.5 million under the Revolving Credit Facility at a weighted average interest rate of 5.94%. At March 31, 2007, TEPPCO was in compliance with the covenants of the Revolving Credit Facility.

This excerpt taken from the TPP 8-K filed Mar 20, 2007.

Revolving Credit Facility

TEPPCO has in place a $700.0 million unsecured revolving credit facility, including the issuance of letters of credit (“Revolving Credit Facility”), which matures on December 13, 2011. Commitments under the credit facility may be increased up to a maximum of $850.0 million upon TEPPCO’s request, subject to lender approval and the satisfaction of certain other conditions. The interest rate is based, at TEPPCO’s option, on either the lender’s base rate plus a spread, or LIBOR plus a spread in effect at the time of the borrowings. Financial covenants in the Revolving Credit Facility require that TEPPCO maintain a ratio of Consolidated Funded Debt to Pro Forma EBITDA (as defined and calculated in the facility) of less than 4.75 to 1.00 (subject to adjustment for specified acquisitions) and a ratio of EBITDA to Interest Expense (as defined and calculated in the facility) of at least 3.00 to 1.00, in each case with respect to specified twelve month periods. Other restrictive covenants in the Revolving Credit Facility limit TEPPCO’s ability to, among other things, incur additional indebtedness, make certain distributions, incur liens, engage in specified transactions with affiliates and complete mergers, acquisitions and sales of assets.

On July 31, 2006, TEPPCO amended its Revolving Credit Facility. The primary revisions were as follows:

 

 

The maturity date of the credit facility was extended from December 13, 2010 to December 13, 2011. Also under the terms of the amendment, TEPPCO may request up to two one-year extensions of the maturity date. These extensions, if requested, will become effective subject to lender approval and satisfaction of certain other conditions.

 

The amendment releases Jonah as a guarantor of the Revolving Credit Facility and restricts the amount of outstanding debt of the Jonah joint venture to debt owing to the owners of its partnership interests and other third-party debt in the principal aggregate amount of $50.0 million.

 

The amendment modifies the financial covenants to, among other things, allow TEPPCO to include in the calculation of TEPPCO’s Consolidated EBITDA (as defined in the Revolving Credit Facility) pro forma adjustments for material capital projects.

 

The amendment allows for the issuance of Hybrid Securities (as defined in the Revolving Credit Facility) of up to 15% of TEPPCO’s Consolidated Total Capitalization (as defined in the Revolving Credit Facility).

 

At December 31, 2006, TEPPCO had $490.0 million outstanding under the Revolving Credit Facility at a weighted average interest rate of 5.96%. At December 31, 2006, TEPPCO was in compliance with the covenants of this credit facility.

This excerpt taken from the TPP 8-K filed Nov 27, 2006.

Revolving Credit Facility

 

TEPPCO has in place a $700.0 million unsecured revolving credit facility, including the issuance of letters of credit (“Revolving Credit Facility”), which matures on December 13, 2011. Commitments under the credit facility may be increased up to a maximum of $850.0 million upon TEPPCO’s request, subject to lender approval and the satisfaction of certain other conditions. The interest rate is based, at TEPPCO’s option, on either the lender’s base rate plus a spread, or LIBOR plus a spread in effect at the time of the borrowings. Financial covenants in the Revolving Credit Facility require that TEPPCO maintain a ratio of Consolidated Funded Debt to Pro Forma EBITDA (as defined and calculated in the facility) of less than 4.75 to 1.00 (subject to adjustment for specified acquisitions) and a ratio of EBITDA to Interest Expense (as defined and calculated in the facility) of at least 3.00 to

 

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TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET – (Continued)

 

 

1.00, in each case with respect to specified twelve month periods. Other restrictive covenants in the Revolving Credit Facility limit TEPPCO’s ability to, among other things, incur additional indebtedness, make distributions in excess of Available Cash, incur liens, engage in specified transactions with affiliates and complete mergers, acquisitions and sales of assets.

On July 31, 2006, TEPPCO amended its Revolving Credit Facility. The primary revisions were as follows:

 

The maturity date of the credit facility was extended from December 13, 2010 to December 13, 2011. Also under the terms of the amendment, TEPPCO may request up to two one-year extensions of the maturity date. These extensions, if requested, will become effective subject to lender approval and satisfaction of certain other conditions.

The amendment releases Jonah as a guarantor of the Revolving Credit Facility and restricts the amount of outstanding debt of the Jonah joint venture to debt owing to the owners of its partnership interests and other third-party debt in the principal aggregate amount of $50.0 million.

The amendment modifies the financial covenants to, among other things, allow TEPPCO to include in the calculation of its Consolidated EBITDA (as defined in the Revolving Credit Facility) pro forma adjustments for material capital projects.

The amendment allows for the issuance of Hybrid Securities (as defined in the Revolving Credit Facility) of up to 15% of its Consolidated Total Capitalization (as defined in the Revolving Credit Facility).

 

At September 30, 2006, $359.0 million was outstanding under the Revolving Credit Facility at a weighted average interest rate of 6.02%. At September 30, 2006, TEPPCO was in compliance with the covenants of this credit facility.

 

The following table summarizes the principal amounts outstanding under all of TEPPCO’s debt instruments as of September 30, 2006 (in thousands):

 

Revolving Credit Facility, due December 2011

$      359,000

6.45% TE Products Senior Notes, due January 2008

179,960

7.625% TEPPCO Senior Notes, due February 2012

498,825

6.125% TEPPCO Senior Notes, due February 2013

199,095

7.51% TE Products Senior Notes, due January 2028

210,000

Total borrowings

1,446,880

Adjustment to carrying value associated with hedges of

fair value

25,195

Total Debt Instruments

$   1,472,075

 

This excerpt taken from the TPP 8-K filed Aug 30, 2006.

Revolving Credit Facility

 

On October 21, 2004, TEPPCO entered into a $600.0 million unsecured revolving credit facility with a five year term, including the issuance of letters of credit of up to $100.0 million (“Revolving Credit Facility”). The interest rate is based, at TEPPCO’s option, on either the lender’s base rate plus a spread, or LIBOR plus a spread in effect at the time of the borrowings. Financial covenants in the Revolving Credit Facility require that TEPPCO maintain a ratio of Consolidated Funded Debt to Pro Forma EBITDA (as defined and calculated in the facility) of less than 4.75 to 1.00 (subject to adjustment for specified acquisitions) and a ratio of EBITDA to Interest Expense (as defined and calculated in the facility) of at least 3.00 to 1.00, in each case with respect to specified twelve month periods. Other restrictive covenants in the Revolving Credit Facility limit TEPPCO’s ability to, among other things, incur additional indebtedness, make distributions in excess of Available Cash, incur liens, engage in specified transactions with affiliates and complete mergers, acquisitions and sales of assets. On February 23, 2005, TEPPCO amended its Revolving Credit Facility to remove the requirement that DEFS must at all times own, directly or indirectly, 100% of us, to allow for our acquisition by DFI (see Note 1). During the second quarter of 2005, TEPPCO used a portion of the proceeds from an equity offering in May 2005 to repay a portion of the Revolving Credit Facility. On December 13, 2005, TEPPCO again amended its Revolving Credit Facility as follows:

 

Total bank commitments increased from $600.0 million to $700.0 million. The amendment also provided that the commitments under the credit facility may be increased up to a maximum of $850.0 million upon TEPPCO’s request, subject to lender approval and the satisfaction of certain other conditions.

 

The facility fee and the borrowing rate then in effect were reduced by 0.275%.

 

The maturity date of the credit facility was extended from October 21, 2009, to December 13, 2010. Also under the terms of the amendment, TEPPCO may request up to two, one-year extensions of the maturity date. These extensions, if requested, will become effective subject to lender approval and satisfaction of certain other conditions.

 

The amendment also removed the $100.0 million limit on the total amount of standby letters of credit that can be outstanding under the credit facility.


At June 30, 2006, $445.0 million was outstanding under the Revolving Credit Facility at a weighted average interest rate of 5.8%. At June 30, 2006, TEPPCO was in compliance with the covenants of this credit facility. Please see Note 14 for information regarding an amendment to the Revolving Credit Facility.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET - (Continued)



The following table summarizes the principal amounts outstanding under all of our debt instruments as of June 30, 2006 (in thousands):

 

Revolving Credit Facility, due December 2010

$     445,000

6.45% TE Products Senior Notes, due January 2008

179,952

7.625% TEPPCO Senior Notes, due February 2012

498,770

6.125% TEPPCO Senior Notes, due February 2013

199,059

7.51% TE Products Senior Notes, due January 2028

210,000

Total borrowings

1,532,781

Adjustment to carrying value associated with hedges of

fair value

18,896

Total Debt Instruments

$  1,551,677

 

This excerpt taken from the TPP 10-Q filed Jun 16, 2006.

Revolving Credit Facility

On June 27, 2003, we entered into a $550.0 million unsecured revolving credit facility with a three-year term, including the issuance of letters of credit of up to $20.0 million (“Revolving Credit Facility”). The interest rate is based, at our option, on either the lender’s base rate plus a spread, or LIBOR plus a spread in effect at the time of the borrowings. The credit agreement for the Revolving Credit Facility contains certain restrictive financial covenant ratios. Restrictive covenants in the Revolving Credit Facility limit our ability to, among other things, incur additional indebtedness, make distributions in excess of Available Cash (see Note 9. Partners’ Capital and Distributions) and complete mergers, acquisitions and sales of assets. On October 21, 2004, we amended our Revolving Credit Facility to (i) increase the facility size to $600.0 million, (ii) extend the term to October 21, 2009, (iii) remove certain restrictive covenants, (iv) increase the available amount for the issuance of letters of credit up to $100.0 million and (v) decrease the LIBOR rate spread charged at the time of each borrowing. On February 23, 2005, we again amended our Revolving Credit Facility to remove the requirement that DEFS must at all times own, directly or indirectly, 100% of our General Partner, to allow for its acquisition by DFI (see Note 1. Organization and Basis of Presentation). During the second quarter of 2005, we used a portion of the proceeds from the equity offering in May 2005 to repay a portion of the Revolving Credit Facility (see Note 9. Partners’ Capital and Distributions). At September 30, 2005, $460.5 million was outstanding under the Revolving Credit Facility at a weighted average interest rate of 4.6%. At September 30, 2005, we were in compliance with the covenants of this credit agreement.

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The following table summarizes the principal amounts outstanding under all of our credit facilities as of September 30, 2005, and December 31, 2004 (in thousands):

 

September 30,
2005

 

December 31,
2004

 

Credit Facilities:

 

 

 

 

 

Revolving Credit Facility, due October 2009

 

$

460,500

 

$

353,000

 

6.45% TE Products Senior Notes, due January 2008

 

179,929

 

179,906

 

7.625% Senior Notes, due February 2012

 

498,604

 

498,438

 

6.125% Senior Notes, due February 2013

 

198,952

 

198,845

 

7.51% TE Products Senior Notes, due January 2028

 

210,000

 

210,000

 

Total borrowings

 

1,547,985

 

1,440,189

 

Adjustment to carrying value associated with hedges of fair value

 

34,832

 

40,037

 

Total Credit Facilities

 

$

1,582,817

 

$

1,480,226

 

 

This excerpt taken from the TPP 8-K filed Dec 6, 2005.

Amended Revolving Credit Facility

 

                              Planned completion by mid-December 2005

 

                              Increase size by $100 million to $700 million

 

                              Extend maturity to December 2010 from October 2009

 

                              Decrease borrowing rates by 27.5 basis points based on amount of debt outstanding

 

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