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Exhibit
10.20
FIRST AMENDMENT TO AMENDED
AND RESTATED
REVOLVING CREDIT
AGREEMENT
THIS FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “
Amendment ”) dated effective December 13, 2006,
is entered into by and among ONEOK PARTNERS, L.P., formerly known
as Northern Border Partners, L.P., a Delaware limited partnership
(the “ Borrower ”), the several banks and other
financial institutions and lenders from time to time party hereto
(the “ Lenders ”), SUNTRUST BANK, in its
capacity as administrative agent for the Lenders (the “
Administrative Agent ”), as issuing bank (the “
Issuing Bank ”) and as swingline lender (the “
Swingline Lender ”), WACHOVIA BANK, NATIONAL
ASSOCIATION, as syndication agent (the “ Syndication
Agent ”) and BANK OF MONTREAL, BARCLAYS BANK PLC, and
CITIBANK, N.A., as co-documentation agents (the “
Co-Documentation Agents ”). All capitalized terms used
in this Amendment and not otherwise defined herein have the
meanings ascribed to such terms in the Credit Agreement (as defined
below).
Preliminary
Statement
The Borrower, the
Administrative Agent, the Issuing Bank, the Swingline Lender, the
Syndication Agent, the Co-Documentation Agents, and the Lenders are
parties to that certain Amended and Restated Revolving Credit
Agreement dated as of March 30, 2006 (the “ Credit
Agreement ”), under the terms of which such Lenders have
committed to make Revolving Loans and issue Letters of Credit in an
aggregate amount not to exceed $750,000,000.
The Borrower has requested
that the Lenders amend the Credit Agreement as set forth herein.
The Lenders are agreeable to such request, upon the conditions set
forth herein.
NOW THEREFORE, in
consideration of the premises and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged by the parties hereto, the Borrower, the Guarantor,
the Administrative Agent, the Issuing Bank, the Swingline Lender,
the Syndication Agent, the Co-Documentation Agents and the Lenders
hereby agree as follows:
Section 1. Amendments
to Credit Agreement
(a) Amendment to
Section 1.1 . Section 1.1 of the Credit Agreement is
hereby amended by replacing the definitions of “Leverage
Ratio” and “Material Project EBITDA Adjustments”
in their entirety with the following definitions:
“ Leverage Ratio
” shall mean, as of any date, the ratio of
(i) Consolidated Total Debt as of such date (excluding an
amount of Hybrid Securities not to exceed a total of 15% of
Consolidated Total Capitalization) to (ii) Adjusted
Consolidated EBITDA for the four consecutive Fiscal Quarters ending
on or immediately prior to such date.
“ Material Project
EBITDA Adjustments ” shall mean, with respect to each
Material Project, (A) prior to completion of the Material
Project, a percentage
(based on the then-current
completion percentage of the Material Project) of an amount to be
approved by the Administrative Agent as the projected Consolidated
EBITDA attributable to such Material Project for the first twelve
month period following completion (such amount to be determined
based on contracts relating to such Material Project, the
creditworthiness of the other parties to such contracts and
projected revenues from such contracts, capital costs and expenses,
scheduled completion, and other factors deemed appropriate the
Administrative Agent), which may, at the Borrower’s option,
be added to actual Consolidated EBITDA for the Borrower and its
Subsidiaries for the fiscal quarter in which construction of such
Material Project commences and for each fiscal quarter thereafter
until completion of the Material Project (net of any actual
Consolidated EBITDA attributable to such Material Project following
its completion), provided that if construction of the
Material Project is not completed by the scheduled completion date,
then the foregoing amount shall be reduced by the following
percentage amounts depending on the period of delay for completion
(based on the period of actual delay or then-estimated delay,
whichever is longer): (i) longer than 90 days, but not more
than 180 days, 25%, (ii) longer than 180 days but not more
than 270 days, 50%, and (iii) longer than 270 days, 100%; and
(B) beginning with the first full fiscal quarter following
completion of the Material Project and for the two immediately
succeeding fiscal quarters, an amount to be approved by the
Administrative Agent as the projected Consolidated EBITDA
attributable to the Material Project (determined in the same manner
set forth in clause (A) above) for the balance of the four
full fiscal quarter period following completion shall be added to
the actual Consolidated EBITDA attributable to the Material Project
for such fiscal quarter or quarters, for determining Consolidated
EBITDA for the fiscal quarter then ending and the immediately
preceding three fiscal quarters. Notwithstanding the foregoing,
(i) no such additions shall be allowed with respect to any
Material Project unless not later than 45 days prior to
commencement of construction thereof, the Borrower shall have
delivered to the Administrative Agent written pro forma projections
of Consolidated EBITDA attributable to such Material Project and
such other information and documentation as the Administrative
Agent may reasonably request, all in form and substance
satisfactory to the Administrative Agent, and (ii) the
aggregate amount of all Material Project EBITDA Adjustments during
any period shall be limited to 20% of the total actual Consolidated
EBITDA of the Borrower and its Subsidiaries for such period (which
total actual Consolidated EBITDA shall be determined without
including any Material Project EBITDA Adjustments or any
adjustments in respect of any Acquisitions or Dispositions as
provided in the definition of Consolidated EBITDA).
(b) Amendment to
Section 1.1 . Section 1.1 of the Credit Agreement is
hereby further amended by inserting the following definitions of
“Consolidated Capitalization”, “Hybrid
Securities”, and “Overland Pass Agreement” in
their proper alphabetical order:
“ Consolidated Total
Capitalization ” shall mean, without duplication, the sum
of (a) all of the shareholders’ equity or net worth of
the Borrower and its
-2-
Subsidiaries on a
consolidated basis, as determined in accordance with GAAP plus
(b) Consolidated Total Debt.
“ Hybrid
Securities ” means any trust preferred securities, or
deferrable interest subordinated debt with a maturity of at least
20 years, which provides for the optional or mandatory deferral of
interest or distributions, issued by the Borrower, or any business
trusts, limited liability companies, limited partnerships or
similar entities (i) substantially all of the common equity,
general partner or similar interests of which are owned (either
directly or indirectly through one or more wholly owned
Subsidiaries) at all times by the Borrower or any of its
Subsidiaries, (ii) that have been formed for the purpose of
issuing such trust preferred securities or deferrable interest
subordinated debt and (iii) substantially all the assets of
which consist of (A) subordinated debt of the Borrower or a
Subsidiary of the Borrower and (B) payments made from time to
time on the subordinated debt.
“ Overland Pass
Agreement ” means that certain Amended and Restated
Limited Liability Company Agreement of Overland Pass Pipeline
Company LLC dated May 31, 2006, between Williams Field
Services Company, LLC, and ONEOK Overland Pass Holdings, L.L.C., as
amended.
(c) Amendment to
Section 7.8 . Section 7.8 of the Credit Agreement is
hereby amended by replacing such Section in its entirety with the
following:
Section 7.8
Restrictive Agreements . The Borrower will not, and
will not permit any Subsidiary to, directly or indirectly, enter
into, incur or permit to exist any agreement that prohibits,
restricts or imposes any condition upon (a) the ability of the
Borrower or any Subsidiary to create, incur or permit any Lien upon
any of its assets or properties, whether now owned or hereafter
acquired, to secure any obligations owing under the Loan Documents,
except as provided for (w) by the Overland Pass
Agreement, (x) by the Viking Indenture, (y) so long as
Pipeline or Guardian is a Subsidiary of the Borrower, by the
Pipeline Credit Agreement or the Guardian Agreements, respectively,
and (z) by indentures or other agreements governing publicly
issued Indebtedness of the Borrower requiring that such
Indebtedness be secured by an equal and ratable Lien with any Lien
that may be granted to secure any obligations owing under the Loan
Documents, or (b) the ability
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