EEP Enbridge Energy, L.P. Class A Common Units (delisted)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): August 7, 2015

 

 

ENBRIDGE ENERGY PARTNERS, L.P.

(Exact Name of Registrant as Specified in Charter)

 

 

DELAWARE	1-10934	39-1715850
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

1100 LOUISIANA, SUITE 3300, HOUSTON, TEXAS 77002

(Address of Principal Executive Offices) (Zip Code)

 

(713) 821-2000

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

On August 7, 2015, Enbridge Energy Partners, L.P. (the “Partnership”) exercised its right to add a lender and increase the total amount of commitments under its 364-day revolving Credit Agreement, dated as of July 6, 2012, with JPMorgan Chase Bank, National Association, as administrative agent, by entering into an Incremental Commitment Activation Notice and a New Lender Supplement, each dated August 7, 2015, with BNP Paribas, and JPMorgan Chase Bank, National Association. This transaction increased the aggregate commitments by $100 million to $625 million and added BNP Paribas as a new lender. A copy of each of the Incremental Commitment Activation Notice and New Lender Supplement is attached hereto as Exhibit 10.1 and 10.2, respectively.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description of the Exhibit
10.1		Incremental Commitment Activation Notice, dated as of August 7, 2015, by and among Enbridge Energy Partners, L.P., BNP Paribas and JPMorgan Chase Bank, National Association.
10.2		New Lender Supplement, dated as of August 7, 2015, by and among Enbridge Energy Partners, L.P., BNP Paribas and JPMorgan Chase Bank, National Association.

  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	ENBRIDGE ENERGY PARTNERS, L.P. (Registrant)
	By:	Enbridge Energy Management, L.L.C.
		as delegate of Enbridge Energy Company, Inc., its General Partner
Date: August 13, 2015	By:	/s/ Chris Kaitson
		Chris Kaitson
		Vice President – Law and Assistant Corporate Secretary
		(Duly Authorized Officer)

 

 

Index of Exhibits

 

Exhibit
Number		Description
10.1		Incremental Commitment Activation Notice, dated as of August 7, 2015, by and among Enbridge Energy Partners, L.P., BNP Paribas and JPMorgan Chase Bank, National Association.
10.2		New Lender Supplement, dated as of August 7, 2015, by and among Enbridge Energy Partners, L.P., BNP Paribas and JPMorgan Chase Bank, National Association.

 

 

Exhibit 10.1

 

INCREMENTAL COMMITMENT ACTIVATION NOTICE

 

To:

JPMorgan Chase Bank, National Association, as Administrative Agent

 

Date:

August 7, 2015

 

Re:

Enbridge Energy Partners, L.P.

 

Ladies and Gentlemen:

 

Reference is made to the Credit Agreement, dated as of July 6, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Enbridge Energy Partners, L.P. (the “Borrower”), the Lenders from time to time parties thereto and JPMorgan Chase Bank, National Association, as Administrative Agent, an L/C Issuer and Swing Line Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

 

This notice is an Incremental Commitment Activation Notice referred to in the Credit Agreement, and the Borrower and the New Lender party hereto hereby notify you that:

 

1.

The New Lender party hereto agrees to make a Commitment Increase in the amount set forth opposite such Lender’s name below under the caption “Commitment Increase Amount.”

 

2.

The proposed Incremental Commitment Effective Date is August 7, 2015.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the undersigned have executed this Incremental Commitment Activation Notice as of the date first set forth above.

 

	ENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited partnership as Borrower
	By: ENBRIDGE ENERGY MANAGEMENT, L.L.C., as delegate of Enbridge Energy Company, Inc., its General Partner
	By:	/s/ Stephen J. Neyland
		Name: Stephen J. Neyland
		Title: Vice President-Finance

 

Signature Page to Commitment Increase under

Credit Agreement, dated July 6, 2012, as amended, by and among Enbridge Energy Partners, L.P., the
lenders from time to time parties thereto, and JPMorgan Chase Bank, National Association, as administrative agent

 

 

Commitment Increase Amount:	BNP Paribas
$100,000,000

 

	By:	/s/ Zainuddin Ahmed
		Name: Zainuddin Ahmed
		Title: Vice President

 

Signature Page to Commitment Increase under

Credit Agreement, dated July 6, 2012, as amended, by and among Enbridge Energy Partners, L.P., the
lenders from time to time parties thereto, and JPMorgan Chase Bank, National Association, as administrative agent

 

 

 

Accepted and Acknowledged by:
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
as Administrative Agent
By:	/s/ Juan J. Javellena
	Name: Juan J. Javellena
	Title: Executive Director

 

Signature Page to Commitment Increase under

Credit Agreement, dated July 6, 2012, as amended, by and among Enbridge Energy Partners, L.P., the
lenders from time to time parties thereto, and JPMorgan Chase Bank, National Association, as administrative agent

 

 

Exhibit 10.2

 

Execution Version

 

NEW LENDER SUPPLEMENT

 

August 7, 2015

 

Reference is made to the Credit Agreement, dated as of July 6, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Enbridge Energy Partners, L.P. (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, National Association, as Administrative Agent, an L/C Issuer and a Swing Line Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

 

The New Lender identified on Schedule l hereto (the “New Lender”), the Administrative Agent, the Swing Line Lender, the L/C Issuer and the Borrower agree as follows:

 

1.          The New Lender hereby irrevocably makes a Commitment to the Borrower in the amount set forth on Schedule 1 hereto (the “New Commitment”) pursuant to Section 2.15 of the Credit Agreement. From and after the Effective Date (as defined below), the New Lender will be a Lender under the Credit Agreement for all purposes and to the same extent as if originally a party thereto and shall be bound by and entitled to the benefits of the Credit Agreement. The New Commitment of the New Lender shall for all purposes be deemed to be a Commitment and to be part of the Aggregate Commitments under the Credit Agreement.

 

2.          The Administrative Agent (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement and (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any Affiliates of the Borrower or any other obligor or the performance or observance by the Borrower, any Affiliate of the Borrower or any other obligor of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto.

 

3.          The New Lender (a) represents and warrants that it is legally authorized to enter into this New Lender Supplement, (b) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the most recent financial statements delivered or deemed delivered pursuant to Section 6.01 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this New Lender Supplement, (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto, (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto and (e) agrees that it will be bound by the provisions of the Credit Agreement from and after the Effective Date as if originally a party thereto and will perform, in accordance with its terms, all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

 

 

4.          The effective date of this New Lender Supplement shall be the Effective Date of the New Commitment described in Schedule 1 hereto (the “Effective Date”). Following the execution of this New Lender Supplement by each of the New Lender, the Swing Line Lender, the L/C Issuer and the Borrower, it will be delivered to the Administrative Agent for acceptance and recording by it pursuant to the Credit Agreement effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than the date of such acceptance and recording by the Administrative Agent).

 

5.          Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the New Commitment (including payments of principal, interest, fees and other amounts) to the New Lender for amounts which have accrued on and subsequent to the Effective Date.

 

6.          From and after the Effective Date, the New Lender shall be a party to the Credit Agreement and, to the extent provided in this New Lender Supplement, shall have the rights and obligations of a Lender thereunder and shall be bound by the provisions thereof.

 

7.          THIS NEW LENDER SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, each of the undersigned has caused this New Lender Supplement to be executed and delivered by a duly authorized officer on the date first above written.

 

	BNP PARIBAS, acting through its Canada Branch, as the New Lender
	By:	/s/ Zainuddin Ahmed
		Name: Zainuddin Ahmed
		Title: Vice President
	By:	/s/ Abhoy Vaidya
		Name: Abhoy Vaidya
		Title: Managing Director

 

Signature Page to

New Lender Supplement

 

  

Acknowledged by:
ENBRIDGE ENERGY PARTNERS, L.P.,
a Delaware limited partnership, as the Borrower
	By:	ENBRIDGE ENERGY MANAGEMENT, L.L.C.,
		as delegate of Enbridge Energy Company, Inc.,
		its General Partner
	By:	/s/ Stephen J. Neyland
		Name: Stephen J. Neyland
		Title: Vice President - Finance

 

Signature Page to

New Lender Supplement

 

  

Acknowledged by:
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as the Administrative Agent, Swing Line Lender and
L/C Issuer
By	/s/ Juan J. Javellana
	Name: Juan J. Javellana
	Title: Executive Director

 

Signature Page to

New Lender Supplement

 

 

Schedule 1
to New Lender Supplement

 

Name of New Lender:	BNP PARIBAS, acting through its Canada Branch
Effective Date of New Commitment:	August 7, 2015
Principal Amount of New Commitment:	$100,000,000