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Exhibit
10.47
FIRST AMENDMENT TO
LETTER OF CREDIT
REIMBURSEMENT AGREEMENT
This First Amendment
(“First Amendment”), dated as of December 19,
2005, to the agreement for an uncommitted line of credit for loans
and letters of credit (the “Agreement”) dated as of
April 20, 2004 between KBC Bank N.V. (the “Bank”)
and Oneok, Inc. (the “Borrower”).
WHEREAS, pursuant to the
Agreement, the Bank has extended an uncommitted line of credit for
loans and letters of credit for the account of the Borrower (the
“Credit Facility”); and
WHEREAS, the Borrower has
requested, and the Bank has approved, an increase in the Credit
Facility from Ten Million U.S. Dollars to Fifteen Million U.S.
Dollars; and
WHEREAS, the Borrower has
requested the Bank to issue letters of credit for its account on
behalf of subsidiaries and affiliates of the Borrower, with the
Borrower issuing a guarantee for reimbursement obligations with
respect to such letters of credit; and
WHEREAS, the Bank is willing
to increase the Credit Facility and amend the Agreement upon the
terms and conditions hereinafter provided in order to accommodate
the Borrower’s request:
NOW THEREFORE, in
consideration of the foregoing and the undertakings herein set
forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower and the
Bank hereby agree, as follows:
1. Definitions . As
used herein and in the Agreement, the term “Agreement”
shall mean the Agreement as amended by this Amendment. All terms
used herein and not otherwise defined herein shall have the
meanings ascribed to such terms in the Agreement.
2. Amendments to the
Agreement .
(a) The first
paragraph of the Agreement is hereby amended by deleting the amount
“Ten Million United States Dollars ($10,000,000.00) and
inserting in its place “Fifteen Million United States Dollars
($15,000,000.00);
(b) Section 1.1
of the Agreement is hereby amended by adding the following
definitions in the appropriate alphabetical order:
(i)
“‘Guarantee’ means the corporate guarantee issued
by the Borrower;
(ii) ‘Maximum Credit
Amount’ means $15,000,000.00.
(ii) ‘Controlled’
means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a
person, whether through the exercise of voting power, by contract
or otherwise. Controlled has the meaning correlative thereto.
‘
(iii) ‘Related
Entity’ means any corporation, limited liability company,
partnership, association or other entity that is directly or
indirectly controlled by the Borrower.”
(c) The definition of
“Letter of Credit” contained in Section 1.1 of the
Agreement is hereby amended and restated in its entirety to read as
follows:
“ ‘Letter of
Credit’ means a letter of credit issued by the Bank at the
request of the Borrower on behalf of the Borrower and/or any
Related Entity, pursuant to this Agreement, whether as originally
issued or as the same may from time to time be supplemented,
modified, amended, renewed or extended.”
(d) Section 2.5 is
hereby amended by amending and restating the first sentence in its
entirety to read as follows:
“The Obligations of the
Borrower to repay any and all Loans shall be evidenced by an
amended and restated master promissory note (the
“Note”) of the Borrower payable to the order of the
Bank, substantially in the form attached hereto as Exhibit
“A.”
(e) Section 3.1 of the
Agreement is hereby amended and restated as follows:
“3.1 Issuance of
Letters of Credit . Upon the Borrower’s request as
provided herein, the Bank in its sole discretion may, but shall not
be obligated to, open or cause to be opened Letters of Credit for
the Borrower’s account on behalf of the Borrower and/or any
Related Entity. To request the issuance of a Letter of Credit (or
amendment, renewal or extension of an outstanding Letter of
Credit), the Borrower shall deliver by courier, U.S. mail,
telecopy, or telephone confirmed in writing to the Bank no later
than five (5) Business Days in advance of the requested date
of issuance, amendment, renewal or extension an irrevocable written
notice requesting the issuance of a Letter of Credit or identifying
the Letter of Credit to be amended, renewed or extended, and
specifying: (i) the date of issuance, amendment, renewal or
extension (which shall be a Business Day); (ii) the amount of
the Letter of Credit requested; (iii) the name and address of
the beneficiary thereof; (iv) the date on which such Letter of
Credit is to expire; (v) the full text of any certificate or
statement to be presented in the case of any drawing thereunder;
(vi) the documents to be presented by the beneficiary of such
Letter of Credit in the case of a drawing thereunder; (vii) a
summary description of the transaction in connection with which the
Letter of Credit is requested; (viii) the identity of the
party (Borrower and/or Related Entity) on whose behalf such Letter
of Credit is to be issued; and (ix) such other information as
shall be necessary to prepare, amend, renew or extend such Letter
of Credit.”
(d) Article III is hereby
amended by adding the following new Section 3.5:
“Section 3.5 Scope
of Obligations . The Borrower shall be responsible for the
performance and payment of all Obligations, including without
limitation the reimbursement obligations contained in
Section 3.2 hereto relating to the issuance and maintenance of
Letters of Credit issued on the behalf of any of the Related
Entities.”
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3. |
Conditions Precedent . As a condition to the amendments
provided in paragraph 2, the Borrower shall execute and deliver to
the Bank: (a) a counterpart of this First Amendment and the
Guarantee Agreement, both duly executed by the Borrower; (b) a
certificate of the Secretary of the Borrower certifying the names,
incumbency and signatures of the officers of the Borrower
authorized to execute this First Amendment and the Guarantee
Agreement; and (c) such additional documents, agreements and
instruments, and to take such additional actions, as the Bank may
reasonably request to effectuate the terms of this First
Amendment. |
4. Master Promissory
Note . The Master Promissory Note, dated April 20, 2004,
in the principal amount of $10,000,000.00 made by the Borrower in
favor of the Bank (the “Prior Note”),
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