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Credit Agreement

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Title:

Credit Agreement

Entities:

ABN AMRO Bank N.V.; Citibank, NA; Citigroup Global Markets Inc.; JPMorgan Chase Bank; McGraw-Hill Companies Inc.; Northern Border Partners LP; ONEOK, Inc.; Royal Bank of Scotland plc; UBS Securities LLC; Union Bank of California, NA; Wachovia Bank, NA; International Swaps & Derivatives Association, Inc.; Bank of America, NA; Locke Liddell & Sapp LLP

Date:

2005

Size:

Preview shows 71KB of 315KB total

Price:

$99

ID:

#896933

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$1,000,000,000

CREDIT AGREEMENT

Dated as of June 27, 2005

among

ONEOK, INC.,

as the Borrower,

CITIBANK, N.A.,

as Administrative Agent,

and

The Lenders Party Hereto

UBS SECURITIES LLC,

Syndication Agent

CITIGROUP GLOBAL MARKETS, INC.,

and

UBS SECURITIES LLC

Joint Lead Arrangers and Joint Book Managers

TABLE OF CONTENTS


ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS		1
1.01	Defined Terms	1
1.02	Other Interpretive Provisions	18
1.03	Accounting Terms	18
1.04	Rounding	19
1.05	References to Agreements and Laws	19
1.06	Times of Day	19

ARTICLE II. THE COMMITMENTS AND THE BORROWING		19
2.01	Term Loan Facility	19
2.02	The Borrowing on the Funding Date, and Conversions and Continuations of Loans	19
2.03	[Intentionally Blank]	20
2.04	Optional Prepayments; Mandatory Prepayments and Commitment Reductions	20
2.05	Optional Termination or Reduction of Commitments	22
2.06	Repayment of Loans	22
2.07	Interest	22
2.08	Fees	23
2.09	Computation of Interest and Fees	23
2.10	Evidence of Debt	24
2.11	Payments Generally	24
2.12	Sharing of Payments	25
2.13	Order of Application	26

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY		26
3.01	Taxes	26
3.02	Illegality	28
3.03	Inability to Determine Rates	28
3.04	Increased Costs; Reserves on Eurodollar Rate Loans	28
3.06	Mitigation Obligations; Replacement of Lenders	30
3.07	Survival	30

ARTICLE IV. CONDITIONS PRECEDENT TO EFFECTIVENESS AND FUNDING		31
4.01	Conditions Precedent to Effectiveness	31
4.02	Conditions Precedent to Funding	32

ARTICLE V. REPRESENTATIONS AND WARRANTIES		33
5.01	Existence, Qualification and Power; Compliance with Laws	33
5.02	Authorization; No Contravention	33
5.03	Governmental Authorization; Other Consents	33
5.04	Binding Effect	33
5.05	Financial Statements; No Material Adverse Effect	33
5.06	Litigation	34
5.07	No Default	34
5.08	Ownership of Property; Liens	34
5.09	Environmental Compliance	34
5.10	Insurance	35
5.11	Taxes	35
5.12	ERISA Compliance	35
5.13	Subsidiaries	35


5.14	Margin Regulations; Investment Company Act; Public Utility Holding Company Act	36
5.15	Disclosure	36
5.16	Compliance with Laws	36
5.17	No Burdensome Agreements.	36
5.18	Intellectual Property; Licenses, Etc.	37

ARTICLE VI. AFFIRMATIVE COVENANTS		37
6.01	Financial Statements	37
6.02	Certificates; Other Information	38
6.03	Notices	39
6.04	Payment of Obligations	40
6.05	Preservation of Existence, Etc.	40
6.06	Maintenance of Properties	40
6.07	Maintenance of Insurance	40
6.08	Compliance with Laws	40
6.09	Books and Records	40
6.10	Inspection Rights	40
6.11	Use of Proceeds	41

ARTICLE VII. NEGATIVE COVENANTS		41
7.01	Liens	41
7.02	Investments	43
7.03	Fundamental Changes	44
7.04	Change in Nature of Business	45
7.05	Transactions with Affiliates	45
7.06	Burdensome Agreements	45
7.07	Use of Proceeds	45
7.08	Debt to Capital	45
7.09	Designation of Unrestricted MLP Subsidiaries; Investments in Unrestricted MLP Subsidiaries	46

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES		47
8.01	Events of Default	47
8.02	Remedies Upon Event of Default	49
8.03	Application of Funds	49

ARTICLE IX. ADMINISTRATIVE AGENT		50
9.01	Appointment and Authority	50
9.02	Rights as a Lender	50
9.03	Exculpatory Provisions	50
9.04	Reliance by Administrative Agent	51
9.05	Delegation of Duties	51
9.06	Resignation of Administrative Agent	51
9.07	Non-Reliance on Administrative Agent and Other Lenders	52
9.08	Administrative Agent May File Proofs of Claim	52
9.10	Other Agents; Arrangers and Managers	53

ARTICLE X. MISCELLANEOUS		53
10.01	Amendments, Etc.	53
10.02	Notices and Other Communications; Electronic Communications	54
10.03	No Waiver; Cumulative Remedies	56
10.04	Expenses; Indemnity; Damage Waiver	56


10.05	Payments Set Aside	57
10.06	Successors and Assigns	57
10.07	Confidentiality	60
10.08	Set-off	61
10.09	Interest Rate Limitation	61
10.10	Counterparts	61
10.11	Integration, Effectiveness	61
10.12	Survival of Representations and Warranties	62
10.13	Severability	62
10.14	Replacement of Lenders	62
10.15	Governing Law	63
10.16	Waiver of Right to Trial by Jury	63
10.17	USA PATRIOT ACT NOTICE	64
10.18	ENTIRE AGREEMENT	64

SIGNATURES		S-1

SCHEDULES


1.01B		Existing Sale and Leaseback Transactions
2.01		Commitments and Pro Rata Shares
5.13		Subsidiaries and Other Equity Investments
10.02		Administrative Agents Office, Certain Addresses for Notices

EXHIBITS

		*Form of*

A		Loan Notice
B		Note
C		Compliance Certificate
D-1		Assignment and Assumption
D-2		Master Assignment
E		Opinion of Gable & Gotwals
F		Opinion of Locke Liddell & Sapp LLP

CREDIT AGREEMENT

This CREDIT AGREEMENT (Agreement) is entered into as of June 27, 2005 among ONEOK, INC., an Oklahoma corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and Citibank, N.A., as Administrative Agent.

The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

Acquisition means the acquisition by the Borrower of the NGL Assets pursuant to the Purchase and Sale Agreements.

Administrative Agent means Citibank in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

Administrative Agents Office means the Administrative Agents address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent.

Affiliate means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Control 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 ability to exercise voting power, by contract or otherwise. Controlling and Controlled have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

Aggregate Commitments means the Commitments of all the Lenders.

Agreement means this Credit Agreement.

Applicable Rate means, from time to time, the following percentages, set forth in basis points per annum, based upon the Debt Rating as set forth below:


Pricing Level	Debt Ratings S&P/Moodys	Facility Fee	Applicable Rate for Eurodollar Rate Loans	Utilization Fee