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Exhibit 10.9(a)
FIRST AMENDMENT TO AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
NOARK PIPELINE SYSTEM, LIMITED PARTNERSHIP
This FIRST
AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF NOARK PIPELINE SYSTEM, LIMITED PARTNERSHIP (this
"First
Amendment") dated as of June 18,1998 amends that certain Amended
and Restated
Agreement of Limited Partnership of NOARK Pipeline System, Limited
Partnership
dated as of January 12, 1998 (the "Partnership Agreement") between
Southwestern
Energy Pipeline Company, as a general partner, and Enogex Arkansas
Pipeline
Corporation, as a general partner and a limited partner.
Capitalized terms used
herein and not defined herein shall have the meanings assigned
thereto in the
Partnership Agreement.
In
consideration of the mutual promises made herein, and for other
good
and valuable consideration the receipt and sufficiency of which are
hereby
acknowledged, the Partners hereby agree as follows:
1.
The definition of "Existing Loans" in Section 1.1 of the
Partnership Agreement is hereby amended in its entirety to read
as
follows:
"
"Existing Loans" means the NOARK Debt, and any subsequent loans to
the
Partnership or any NOARK Related Entity replacing the then
existing
principal
balance of the NOARK Debt, or the then existing principal
balance of
such subsequent loans, as applicable."
2.
The definition of "NOARK Debt" in Section 1.1 of the
Partnership
Agreement
is hereby amended by inserting at the end thereof, the
following:
";
provided, however, that from and after June 18, 1998 "NOARK Debt"
shall
mean the
Finance Notes, and shall exclude for all purposes of this
Agreement
the debt incurred by the Partnership pursuant to the terms of
that
certain Loan Agreement dated as of June 1, 1998 between the
Partnership and NOARK Pipeline Finance, L.L.C., an Oklahoma
limited
liability
company."
3.
Section 1.1 of the Partnership Agreement is hereby amended by
inserting
the following definitions:
"Defaulting Guarantor" shall have the meaning assigned thereto in
the
Indenture.
"EAPC
Allocated Existing Loans" shall mean, at any time after
indebtedness
is
incurred pursuant to the last sentence of Section 3 4 b ) hereof,
(i)
40% of the
Existing Loans immediately prior to the incurrence of such
indebtedness and the application of the proceeds thereof; less, if
and
only if
southwestern Energy Company is the Defaulting Guarantor (as
defined in
the Indenture), the principal amount of Finance Notes redeemed
upon
application of the proceeds of such
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indebtedness and (ii) if and only if Southwestern Energy Company is
the
Defaulting
Guarantor, the indebtedness incurred pursuant to the last
sentence
of Section 3.5(b) hereof, and any subsequent loans to the
Partnership replacing the principal balance thereof at the time
such
subsequent
loans are made.
"Enogex
Guaranty" shall have the meaning assigned thereto in the
Indenture.
"Finance Notes"
shall mean the 7.15% Notes Due 201 8 issued by NOARK
Pipeline
Finance, L.L.C. in the original aggregate principal amount of
$80,000,000 pursuant to the Indenture.
"Indenture" shall mean the Indenture dated as of June 1, 1998
between the
NOARK
Pipeline Finance, L.L.C. and The Bank of New York, as trustee, as
it
may be
amended or supplemented from time to time.
"Non-Defaulting Guarantor" shall have the meaning assigned thereto
in the
Indenture.
"Southwestern Guaranty" shall have the meaning assigned thereto in
the
Indenture.
"SWPL
Allocated Existing Loans" shall mean, at any time after
indebtedness
is
incurred pursuant to the last sentence of Section 3.5(b) hereof,
the
sum of (i) 60%
of the Existing Loans immediately prior to the incurrence
of such
indebtedness and the application of the proceeds thereof, less,
if
and only
if Enogex Inc. is the Defaulting Guarantor (as defined in the
Indenture), the principal amount of Finance Notes redeemed upon
application of the proceeds of such indebtedness and (ii) if and
only if
Enogex
Inc. is the Defaulting Guarantor, the indebtedness incurred
pursuant
to the last sentence of Section 3.5(b) hereof, and any
subsequent
loans to
the Partnership replacing the principal balance thereof at the
time such
subsequent loans are made.
4.
Subsection (b) of Section 3.5 of the Partnership Agreement is
hereby
amended as follows:
(i) by inserting
the words "by the Partnership (including any
NOARK Related Entity)" immediately after the words
"indebtedness for borrowed money" in the first line thereof;
and
(ii)
by inserting at the
end of said subsection (b), the following
sentence:
"Notwithstanding the foregoing, (i) if Southwestern Energy Company
shall
be a
Defaulting Guarantor and Enogex Inc. shall be a Non-Defaulting
Guarantor, the
Partnership, at the direction of EAPC, may incur
indebtedness for borrowed money (x) upon a declaration of
acceleration of
the
Finance Notes pursuant to Section 6.l(b) of the Indenture, in a
principal
amount equal to the Guaranteed Principal Amount (as defined in
the Enogex
Guaranty) or (y) otherwise, in a
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principal
amount equal to the Redemption Price (as defined in the
Indenture)
applicable to the redemption of Finance Notes in an aggregate
principal amount
equal to the Guaranteed Principal Amount (as defined in
the Enogex
Guaranty), in each case without the consent of the
SuperMajority in Interest of Partners, and the proceeds of such
indebtedness shall be applied on behalf of Enogex Inc. to the
payment of
the
Finance Notes upon acceleration thereof or to the redemption of
Finance
Notes pursuant to Section 3.l(b) of the Indenture, as
applicable,
and (ii)
if Enogex Inc. shall be a Defaulting Guarantor and Southwestern
Energy
Company shall be a Non-Defaulting Guarantor, the Partnership
may,
at the
direction of SWPL, incur indebtedness for borrowed money (x) upon
a
declaration of acceleration of the Finance Notes pursuant to
Section 6.1
(b) of the
Indenture, in a principal amount equal to the Guaranteed
Principal
Amount (as defined in the Southwestern Guaranty) or (y)
otherwise,
in a principal amount equal to the Redemption Price (as defined
in the
Indenture) applicable to the redemption of Finance Notes in an
aggregate
principal amount equal to the Guaranteed Principal Amount (as
defined in
the Southwestern Guaranty), in each case without the consent of
the
SuperMajority in Interest of Partners, and the proceeds of such
indebtedness shall be applied on behalf of Southwestern Energy
Company to
the
payment of the Finance Notes upon acceleration thereof or to
the
redemption
of Finance Notes pursuant to Section 3.l(b) of the Indenture;
provided
that any indebtedness i
