ex10_b.htm


    
      

    

    Exhibit
10(b)

     

     

    
      Execution
Copy

    

    
 

    FIRST
AMENDMENT

     

    This
FIRST AMENDMENT dated as of June __, 2008 (this “First Amendment”) to the AMENDED AND RESTATED CREDIT AGREEMENT
dated as of June 29, 2007 (the “Credit
Agreement”) among
TRUNKLINE LNG HOLDINGS LLC, a Delaware limited liability company (the
“Borrower”), PANHANDLE EASTERN PIPE LINE
COMPANY, LP, a Delaware limited partnership (“Panhandle
Eastern”), CROSSCOUNTRY
CITRUS, LLC, a Delaware limited liability company (“CCC”), the financial institutions parties
thereto as Banks (collectively, the “Banks” and, individually, a “Bank”); BAYERISCHE HYPO- UND VEREINSBANK
AG, NEW YORK BRANCH (“HVB”), in its capacity as administrative
agent (together with its successors and assigns in such capacity, the
“Administrative Agent”) for the Banks, Bank of America, N.A.
as the Syndication Agent, JP Morgan Chase Bank, N.A., Bayerische Landesbank, New
York Branch and Mizuho Corporate Bank Ltd, as the Co-Document Agents and
UniCredit Markets & Investment Bank acting through HVB and Banc of America
Securities LLC as the joint lead arrangers and joint book
managers.

     

    RECITALS:

     

    WHEREAS, the Borrower,
Administrative Agent and the Majority Banks wish to amend the Credit Agreement
as set forth herein;

     

    NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:

     

    ARTICLE
1.  DEFINITIONS 

     

    1.1. 
Definitions.  Terms
used but not otherwise defined shall have the meanings given to such terms in
the Credit Agreement.

     

    ARTICLE 2. 
AMENDMENTS

     

    2.1. 
Prepayments.  Section 2.5(b) of the
Credit Agreement is hereby amended by adding the following text at the end of
the last sentence thereof, before the period (“.”):

     

    ; provided further that
Borrower shall receive a credit against any mandatory prepayments due under this
Section 2.5(b) in the amount of, and any such mandatory prepayments shall be
reduced by, the aggregate amount of voluntary prepayments made by Borrower
pursuant to Section 2.5(a) hereof prior to the due date of any such mandatory
prepayments, until such voluntary prepayments have been fully credited for such
purpose.

    


    2.2.  Financial Statements
and Information.  Section 5.1 of the
Credit Agreement is hereby amended by adding the following text after subsection
5.01(c) as a new subsection 5.01(d):

     

    (d)           as
soon as available, and in any event within 60 days after the end of each
quarterly accounting period in each fiscal year of the Borrower, a
reconciliation of its voluntary and mandatory

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    prepayments
through the end of such period, substantially in the form of the attached Form
of Prepayment Certificate attached as Exhibit C;

     

    and existing subsections 5.01(d) and
5.01(e) shall change to subsections (e) and (f).  Upon the execution of this First Amendment
the Form of Prepayment Certificate attached hereto as Exhibit C shall become
Exhibit C to the Credit Agreement.  

     

    ARTICLE 3.  AMENDMENT
TO INTER-COMPANY NOTE

     

    The
Administrative Agent and the Majority Banks hereby consent and agree, for the
purposes of Section 7.11 of the Credit Agreement, to the amendment of the
Inter-Company Note in the executed form attached hereto as Exhibit
D.  Upon the execution of this First Amendment Exhibit D hereto shall
become Exhibit D to the Credit Agreement, and the Inter-Company Note as so
amended shall become effective as of the date of effectiveness of this First
Amendment pursuant to Article 4 hereof.

     

    ARTICLE 4.  CONDITIONS
TO EFFECTIVENESS

     

    The
effectiveness of this First Amendment shall be subject to the satisfaction of
each of the following conditions precedent:

     

    4.1. 
Execution.  The
Administrative Agent shall have executed this First Amendment and the Borrower
and representatives of the Majority Banks shall have delivered to the
Administrative Agent duly executed counterparts of this First
Amendment.

     

    4.2.  Representations and
Warranties.    The Borrower shall have confirmed to
the Administrative Agent by its signature below that (a) all representations and
warranties made by each Loan Party shall be true and correct as of the effective
date of this First Amendment (unless such representation or warranty release
solely to an earlier date, in which case it shall have been true and correct as
of such earlier date); and (b) no Default or Event of Default has occurred and
is continuing as of the effective date of this First
Amendment.

     

    ARTICLE
5.  MISCELLANEOUS

     

    5.1.  Execution of the
Amendment.  This
Amendment is executed and shall be construed as a First Amendment to the Credit
Agreement and as provided in the Credit Agreement this First Amendment forms a
part thereof as amended hereby in full force and execution.

     

    5.2.  Ratification.  Each of
the Loan Documents shall continue to be in full force and effect and are hereby
ratified in all respects.

     

    5.3.  No
Waiver.  This
First Amendment is made in amendment and modification of, but not extinguishment
of, the obligations set forth in the Credit Agreement and the other Loan
Documents, and except as specifically modified pursuant to the terms of this
First Amendment, the terms and conditions of the Credit Agreement and the other
Loan Documents remain in full force and effect.  Nothing herein shall
limit in any way the rights and remedies of the Administrative Agent and the
Banks under the Credit Agreement and the other Loan Documents. The execution,
delivery and performance by the Administrative Agent and the other parties
hereto of this First Amendment shall not constitute a waiver, forbearance or
other indulgence with respect to any Default or Event of Default (except as
expressly set forth in Article 3 above) now existing or hereafter
arising.

     


    
      
         


      

      
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    5.4.  Severability.  In case
any provision in or obligation hereunder shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired
thereby.

     

    5.5. 
Headings.  Section
headings herein are included herein for convenience of reference only and shall
not constitute a part hereof for any other purpose or be given any substantive
effect.

     

    5.6.  APPLICABLE
LAW.  THIS
FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF.

     

    5.7.  Counterparts;
Electronic Transmission of Signatures.  This
First Amendment may be signed in separate counterparts, each of which when taken
together shall constitute but one and the same instrument.  The
parties agree that this First Agreement will be considered signed by a party
when such party’s signature is delivered by facsimile or electronic mail
transmission to the counterparty.  Such facsimile or electronic mail
signature shall be treated in all respects as having the same effect as an
original signature.

     

    


     

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    IN WITNESS WHEREOF, the
parties hereto, by their respective officers thereunto duly authorized, have
executed this Agreement on the dates set forth below to be effective as of the
date all signature pages are executed and delivered.

     

    
      	 
      	
              TRUNKLINE
      LNG HOLDINGS LLC

              as
      Borrower

            
	 
      	
              By:___________________________________

            
	 	Name: 
	 
      	
              Title:

               

            
	 
      	
              PANHANDLE
      EASTERN PIPE LINE COMPANY, LP

              as
      a Guarantor

            
	 
      	
              By:___________________________________

            
	 
      	Name:
	 
      	
              Title:

               

            
	 
      	
              CROSSCOUNTRY
      CITRUS, LLC

              as
      a Guarantor

            
	 
      	
              By:___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	 
      


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature Page to the First
Amendment]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	 
      	
              BAYERISCHE
      HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

              as
      a Bank and as the Administrative Agent for the Banks

            
	 
      	
              By:___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

               

            
	 
      	
              By:___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature Page to the First
Amendment]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	 
      	
               

              BANK
      OF AMERICA, N.A.,

              as
      a Bank

               

            
	 
      	
              By:
      ___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	 
      
	 
      	 
      


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature Page to the First
Amendment]

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    


    
      	 
      	
              JPMORGAN
      CHASE BANK, N.A.,

              as
      a Bank

            
	 
      	
              By:
      ___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	 
      


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature Page to the First Amendment]

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    
      	 
      	
              BAYERISCHE LANDESBANK,
      NEW
      YORK BRANCH,

              as
      a Bank

            
	 
      	
              By:
      ___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	 
      
	 
      	
              By:
      ___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            


    

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    [Signature Page to the First Amendment]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    
      	 
      	
              CALYON NEW YORK
      BRANCH,

              as
      a Bank

            
	 
      	
              By:
      ___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	 
      
	 
      	
              By:
      ___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      [Signature Page to the First Amendment]

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
      	 
      	
              MIZUHO
      CORPORATE BANK, LTD.,

              as
      a Bank

            
	 
      	
              By:
      ___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	 
      


    

    
 

     

    


     

    


     

    


     

    


     

    


     

    


     

    


    [Signature Page to the First Amendment]

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    


    
      	 
      	
              MALAYAN BANKING BERHAD, NEW
      YORK BRANCH,

              as
      a Bank

            
	 
      	
              By:
      ___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	 
      


    

    


     

    


     

    


     

    


    


    


    


    


    


    


    


    


    


    [Signature Page to the First Amendment]

    
       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
      	 
      	
              SUNTRUST
      BANK,

              as
      a Bank

            
	 
      	
              By:
      ___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	 
      


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature Page to the First
Amendment]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    


    
      	 
      	
              THE BANK OF TOKYO-MITSUBISHI
      UFJ, LTD.,

              as
      a Bank

            
	 
      	
              By:
      ___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	 
      


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature Page to the First
Amendment]



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    


    
      	 
      	
              NATIONAL BANK OF EGYPT, NEW
      YORK BRANCH,

              as
      a Bank

            
	 
      	
              By:
      ___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	 
      


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature Page to the First
Amendment]

     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    


    
      	 
      	
              WELLS FARGO BANK,
      N.A.,

              as
      a Bank

            
	 
      	
              By:
      ___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	 
      


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature Page to the First
Amendment]


     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    


    
      	 
      	
              UMB BANK,
      N.A.,

              as
      a Bank

            
	 
      	
              By:
      ___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	 
      


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature Page to the First
Amendment]



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    
      	 
      	
              TAIPEI FUBON COMMERCIAL BANK
      CO., LTD.,

              as
      a Bank

            
	 
      	
              By:
      ___________________________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	 
      


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature Page to the First
Amendment]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
C

     

    
      
        	
                Trunkline
      LNG Holdings LLC

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Quarterly
      Certificate of Voluntary and Mandatory Prepayments

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Delivered
      in compliance with Section 5.1 of the Amended and Restated Credit Agrement
      dated as of June 29, 2007

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Fiscal
      Quarter Ending:

              	 
      	
                6/30/2008

              	
                9/30/2008

              	
                12/31/2008

              	
                3/31/2009

              	
                6/30/2009

              	
                9/30/2009

              	
                12/31/2009

              	
                3/31/2010

              	
                6/30/2010

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Voluntary
      Prepayment Credit balance

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                     at
      beginning of quarter

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Voluntary
      Prepayments made

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                     during
      the quarter

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Mandatory
      Prepayment requirement

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                     per
      Section 2.5 b.

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Amount
      of Mandatory Prepayment

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                     paid
      in the quarter

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Amount
      of Mandatory Prepayment offset

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                     against
      Voluntary Prepayment Credit

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Voluntary
      Prepayment Credit balance

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                     at
      end of quarter

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Fiscal
      Quarter Ending:

              	 
      	
                9/30/2010

              	
                12/31/2010

              	
                3/31/2011

              	
                6/30/2011

              	
                9/30/2011

              	
                12/31/2011

              	
                3/31/2012

              	
                6/30/2012

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Voluntary
      Prepayment Credit balance

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                     at
      beginning of quarter

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Voluntary
      Prepayments made

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                     during
      the quarter

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Mandatory
      Prepayment requirement

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                     per
      Section 2.5 b.

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Amount
      of Mandatory Prepayment

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                     paid
      in the quarter

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Amount
      of Mandatory Prepayment offset

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                     against
      Voluntary Prepayment Credit

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Voluntary
      Prepayment Credit balance

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                     at
      end of quarter