|
Exhibit
10.1
SUPPLEMENT AND JOINDER
AGREEMENT
THIS SUPPLEMENT AND JOINDER
AGREEMENT (this “ Agreement ”) dated as of
July 31, 2007, is being executed and delivered pursuant to the
provisions of Section 2.21 of that certain Amended and
Restated Revolving Credit Agreement dated as of March 30,
2007, among ONEOK PARTNERS, L.P., as Borrower, the Lenders from
time to time parties thereto, and SUNTRUST BANK, as Administrative
Agent (the “ Credit Agreement ”), by each of the
existing Lenders listed on the signature pages hereto (each an
“ Increasing Lender ” and collectively the
“ Increasing Lenders ”), JPMorgan Chase Bank,
N.A. (the “ Additional Lender ”), and the
Borrower, and accepted by the Administrative Agent. Capitalized
terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement.
BACKGROUND
A. Pursuant to Section 2.21 of the
Credit Agreement, the Borrower has notified the Administrative
Agent and each of the Lenders that the Borrower proposes to
increase the Aggregate Revolving Commitments under the Credit
Agreement to the total amount of $1,000,000,000.
B. Each of the Increasing Lenders has
agreed to increase its Revolving Commitment to the amount specified
for such Increasing Lender on Schedule I attached to this
Agreement, and the Additional Lender has agreed to extend to the
Borrower a new Revolving Commitment in the amount specified for the
Additional Lender on such Schedule I and to become an
additional Lender for all purposes of the Credit
Agreement.
C. The parties to this Agreement are
entering into this Agreement for purposes of effecting the increase
in the Revolving Commitments of the Increasing Lenders and the
extension of the new Revolving Commitment of the Additional Lender,
all as contemplated by Section 2.21 of the Credit
Agreement.
Accordingly, each of the
parties to this Agreement hereby agrees as follows:
1. Each of the Increasing Lenders hereby
agrees to increase the amount of its Revolving Commitment to the
Borrower under the Credit Agreement to the respective amount for
such Increasing Lender shown as being its increased Revolving
Commitment amount on Schedule I attached to this Agreement.
Such increase shall take effect for all purposes of the Credit
Agreement on the Effective Date (as hereinafter defined) of this
Agreement.
2. The Additional Lender hereby extends
to the Borrower, subject to and on the terms and conditions set
forth in the Credit Agreement, a Revolving Commitment in the amount
shown for such Additional Lender on Schedule I attached to
this Agreement, from and after the Effective Date of this
Agreement, and agrees to perform in accordance with the terms
thereof all of the
obligations which by the terms of the
Credit Agreement and the other Loan Documents are required to be
performed by it as a Lender thereunder. The Additional Lender
represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and
deliver this Agreement and to consummate the transactions
contemplated hereby and to become a Lender under the Credit
Agreement, (ii) from and after the Effective Date of this
Agreement, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and shall have and perform all of
the obligations of a Lender thereunder, and (iii) it has
received a copy of the Credit Agreement, together with copies of
the most recent financial statements delivered pursuant to
Section 5.1 of the Credit Agreement, as applicable, and such
other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this
Agreement and to extend the Revolving Commitment to the Borrower
pursuant to the terms of the Credit Agreement, on the basis of
which it has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Lender.
The Additional Lender agrees that it will, independently and
without reliance on 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
and analysis in taking or not taking action under the Credit
Agreement or any other Loan Documents. The Additional Lender has
submitted, or shall promptly hereafter submit, to the
Administrative Agent an Administrative Questionnaire duly completed
by the Additional Lender to be used and relied upon by the
Administrative Agent for all purposes of the Credit
Agreement.
3. Each party hereto acknowledges and
agrees that the respective Revolving Commitments of the Additional
Lender, the Increasing Lenders, and the other Lenders under the
Credit Agreement are several and not joint commitments and
obligations of such Lenders. After giving effect to the additional
and increased Revolving Commitments as provided in this Agreement,
each party further acknowledges and agrees that (i) the
Revolving Commitments in effect for all Lenders under the Credit
Agreement shall be those shown on Schedule II attached to
this Agreement, (ii) Schedule II attached to the
Credit Agreement shall be amended and restated as set forth on
Schedule II attached to this Agreement, and (iii) any
and all Base Rate Loans and Eurodollar Loans, and any and all
Letters of Credit, that are outstanding under the Credit Agreement
on the Effective Date shall be subject to the provisions of
Section 2.21(e) of the Credit Agreement.
4. Each party hereto agrees that this
Agreement and the effectiveness of the additional and increased
Revolving Commitments as provided in this Agreement shall be
subject to satisfaction by the Borrower of the following conditions
and requirements:
(a) The Borrower shall have
delivered to the Administrative Agent the following in form and
substance satisfactory to the Administrative Agent:
(i) a counterpart of this
Agreement signed by the Increasing Lenders, the Additional Lender,
the Borrower and the Administrative Agent, together with the
Acknowledgment and Agreement attached to this Agreement signed by
ONEOK Partners Intermediate Limited Partnership as
Guarantor;
2
(ii) a duly executed
Revolving Credit Note payable to each Increasing Lender and the
Additional Lender to the extent requested by any such
Lender;
(iii) a certificate of the
Secretary or Assistant Secretary of the General Partner of the
Borrower, attaching and certifying copies of the authorizing
resolutions for the additional and increased Revolving Commitments
and any borrowings thereunder as provided in this
Agreement;
(iv) a favorable written
opinion of GableGotwals, counsel to the Borrower, addressed to the
Administrative Agent and each of the Lenders, and covering such
matters relating to the Borrower and this Agreement and the
transactions contemplated herein as the Administrative Agent shall
reasonably request; and
(v) a certification on behalf
of the Borrower as of the Effective Date of this Agreement that
(x) no Default or Event of Default then exists, (y) all
representations and warranties of the Borrower set forth in the
Credit Agreement are true and correct in all material respects on
such date (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific
date), and (z) since the date of the financial stat
| 
