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EXHIBIT 10.1
FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this
"Amendment") dated effective March 29, 2006, is entered into by and
among
NORTHERN BORDER PIPELINE COMPANY, a Texas general partnership (the
"Borrower"),
the several banks and other financial institutions and lenders from
time to
time party hereto (the "Lenders"), WACHOVIA BANK, NATIONAL
ASSOCIATION, 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"), SUNTRUST BANK, as syndication agent (the "Syndication
Agent"), and
HARRIS NESBIT FINANCING, INC., 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 Revolving Credit Agreement
dated as of May
16, 2005 (the "Credit Agreement").
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) Section 1.1 of the Credit Agreement is hereby amended by
replacing the definition of "Change in Control" in its entirety
with the
following definition:
"Change in Control" shall mean (i) the failure of
Northern Border Partners to own, directly or
indirectly through one or more of its wholly owned
Subsidiaries, free and clear of all Liens, at least
50% of the partnership interests in Borrower, or
(ii) the failure of ONEOK, Inc. to own, directly or
indirectly, free and clear of all Liens, general
partner interests in Northern Border Partners and
the Intermediate Partnership such that the aggregate
voting rights of ONEOK, Inc. are greater than 50% of
the outstanding voting rights of all general
partners of Northern Border Partners and the
Intermediate Partnership.
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(b) Section 1.1 of the Credit Agreement is hereby further amended
by replacing
the definition of "Northern Border Partners Credit Agreement" in
its entirety
with the following definition:
"Northern Border Partners Credit Agreement" shall
mean that certain Amended and Restated Revolving
Credit Agreement, dated as of March 30, 2006, by
and among Northern Border Partners, the lenders from
time to time parties thereto, and SunTrust Bank, as
administrative agent, as amended, supplemented
restated or otherwise modified from time to time.
Section 2. No Obligation. Notwithstanding this Amendment, the
Lenders shall have no further obligation to modify the Credit
Agreement as
amended by this Amendment and no further obligation of any kind
shall be
inferred from this Amendment.
Section 3. Ratification. The Borrower hereby ratifies each of
its obligations under the Credit Agreement and the other Loan
Documents to
which it is a party, and agrees and acknowledges that the Credit
Agreement and
each of the other Loan Documents shall continue in full force and
effect as
amended and modified by this Amendment. Nothing in this Amendment
extinguishes,
novates or releases any right, claim, lien, security interest or
entitlement of
any of the Lenders created by or contained in any of such
documents, nor is the
Borrower released from any covenant, warranty or obligation created
by or
contained therein except as expressly provided herein.
Section 4. Representations True; No Default. The Borrower
represents and warrants to the Administrative Agent and the Lenders
that:
(a) this Amendment has been duly authorized, executed and
delivered on behalf of the Borrower. The Credit Agr