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Exhibit (10)(l)
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT IS MADE AND DATED AS OF AUGUST
17, 1995 (THE "AMENDMENT") among ONEOK Inc., a Delaware corporation (the
"COMPANY"), the financial institutions (the "EXISTING BANKS") party to the
Credit Agreement and the new financial institutions (the "NEW BANKS")
(collectively, the "BANKS") referred to below, and BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, as Agent (the "AGENT"), and amends that certain
Credit Agreement dated as of August 20, 1993, and the First Amendment dated as
of August 18, 1994, among the Company, the Banks and the Agent (as so amended
or modified from time to time, the "CREDIT AGREEMENT").
RECITALS
WHEREAS, the Company has requested that the Credit Agreement be amended
and that the New Banks be added as lenders, the Aggregate Commitment be reduced
and that the Commitments be adjusted, and the Banks and the Agent are willing
to do so on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Terms. All terms used herein shall have the same meanings as in
the Credit Agreement unless otherwise defined herein. All references to the
Credit Agreement shall mean the Credit Agreement as hereby amended.
2. Amendments to Credit Agreement.
2.1 Add a new Section 2.1(a) as follows:
Section 2.1 (a) Additional Banks. (a) On the effective date (when
all conditions precedent set forth in Section 4 hereof have been met) each
Additional Bank and each Existing Bank shall purchase or sell, as the case may
be, such an interest in the Loans outstanding as is required to give each Bank
its share of the Aggregate Commitment indicated on Schedule 1.1 hereto.
2.2 Schedules 1.1 and 3 attached to the Credit Agreement shall
be deleted and Schedule 1.1 and 3 attached to this Second Amendment shall be
inserted in lieu thereof.
2.3 The definition of "Maturity Date" in Section 1.1 of the
Credit Agreement is hereby amended by deleting "August 17, 1995" and inserting
"August 15, 1996" in lieu thereof.
2.4 The definition of "Offshore Applicable Margin" in Section
1.1 of the Credit Agreement shall be amended and restated in its entirety as
follows:
"Offshore Applicable Margin" means, with respect to Offshore Rate
Loans, 0.225% per annum."
2.5 Section 2.10(b) shall be amended by substituting the words
"facility fee" for the words "commitment fee" wherever they appear in this
Section and by amending and restating the first sentence thereof in its
entirety as follows:
"The Company shall pay to the Agent a facility fee on the
Aggregate Commitment, computed on a quarterly basis in arrears on the last
Business Day of each calendar quarter, equal to .075% per annum to be
distributed to each Bank in accordance with its Pro Rata Share."
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2.6 Section 5.5 shall be amended by deleting "August 31, 1993"
and inserting "August 31, 1994" and by deleting "November 30, 1993, February
28, 1994 and May 31, 1994" and inserting "November 30, 1994, February 28, 1995
and May 31, 1995" in lieu thereof.
2.7 Section 5.11(b) shall be amended by deleting "August 31,
1993" and inserting "August 31, 1994" in lieu thereof.
3. Representations and Warranties. Company represents and warrants
to Banks and Agent that, on and as of the date hereof, and after giving effect
to this Amendment:
3.1 Authorization. The execution, delivery and performance of
this Amendment have been duly authorized by all necessary corporate action by
the Company and this Amendment has been duly executed and delivered by the
Company.
3.2 Binding Obligation. This Amendment is the legal, valid and
binding obligation of Company, enforceable against the Company in accordance
with its terms.
3.3 No Legal Obstacle to Credit Agreement. The execution,
delivery and performance of this Amendment will not (a) contravene the terms of
the Company's certificate of incorporation, by-laws or other organization
document; (b) conflict with or result in any breach or contravention of the
provisions of any contract to which the Company is a party, or the violation of
any law, judgment, decree or governmental order, rule or regulation applicable
to Company, or result in the creation under any agreement or instrument of any
security interest, lien, charge, or encumbrance upon any of the assets of the
Company. No approval or authorization of any governmental authority is required
to permit the execution, delivery or performance by the Company of this
Amendment, or the transactions contemplated hereby.
3.4 Incorporation of Certain Representations. The
representations and warranties of the Company set forth in Section 5 of the
Credit Agreement are true and correct in all respects on and as of the date
hereof as though made on and as of the date hereof.
3.5 Default. No Default or Event of Default under the Credit
Agreement has occurred and is continuing.
4. Conditions, Effectiveness. The effectiveness of this Amendment shall
be subject to the compliance by the Company with its agreements herein
contained, and to the delivery of the following to the Agent in form and
substance satisfactory to the Agent and the Banks:
4.1 Authorized Signatories. A certificate, signed by the
Secretary or an Assistant Secretary of Company and dated the date of this
Amendment, as to the incumbency of the person or persons authorized to execute
and deliver this Amendment and any instrument or agreement required hereunder
on behalf of Company.
4.2 Other Evidence. Such other evidence with respect to the
Company or any other person as the Agent or any Bank may reasonably request in
connection with this Amendment and the compliance with the conditions set forth
herein.
5. Miscellaneous.
5.1 Effectiveness of the Credit Agreement and the Loan
Documents. Except as hereby expressly amended, the Credit Agreement and each
other Loan Document shall each remain in full force and effect, and are hereby
ratified and confirmed in all respects on and as of the date hereof.
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5.2 Waivers. This Amendment is limited solely to the matters
expressly set forth herein and is specific in time and in intent and does not
constitute, nor should it be construed as, a waiver or amendment of any other
term or condition, right, power or privilege under the Credit Agreement, the
Loan Documents, or under any agreement, contract, indenture, document or
instrument mentioned therein; nor does it preclude or prejudice any rights of
the Agent or the Banks thereunder, or any exercise thereof or the exercise of
any other right, power or privilege, nor shall it require the Requisite Banks
to agree to an amendment, waiver or consent for a similar transaction or on a
future occasion, nor shall any future waiver of any right, power, privilege or
default hereunder, or under any agreement, contract, indenture, document or
instrument mentioned in the Credit Agreement, constitute a waiver of any other
default of the same or of any other term or provision.
5.3 Counterparts. This Amendment may be executed in any
number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. This Amendment shall not
become effective until the Company, the Banks and the Agent shall have signed a
copy hereof, whether the same or counterparts, and the same shall have been
delivered to the Agent.
5.4 Jurisdiction. This Amendment shall be governed by and
construed under the laws of the State of California.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.
ONEOK Inc.
By: JERRY D. NEAL
Name: Jerry D. Neal
Title: Vice President, Treasurer,
Chief Financial Officer, and
Chief Accounting Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By: PEGGY FUJIMOTO
Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank
By: VANESSA SHEH MEYER
Vice President
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By: DALE S. HURD
Title: SVP
THE BANK OF NOVA SCOTIA
By: A. S. NORSWOTTHY
A. S. Norsworthy
Title: Assistant Agent
MELLON BANK, N.A.
By: SCOTT HENNESSEE
Title: Assistant Vice President
BANK OF OKLAHOMA, N.A.
By: JANE FAULKENBERRY
Title: Vice President
(Signatures continue)
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BANK IV OKLAHOMA N.A.
By: GLENN ELROD
Title: Senior V.P.
BOATMEN'S FIRST NATIONAL BANK
OF OKLAHOMA
By: LINDA W. PARRISH
Title: Vice President
LIBERTY BANK & TRUST COMPANY OF
OKLAHOMA CITY, N.A.
By: SCOTT F. HAMILTON
Title: Scott F. Hamilton - Vice President
LIBERTY BANK & TRUST CO.
OF TULSA, N.A.
By: ROBERT D. MATTAX
Title: Vice President
THE STILLWATER NATIONAL BANK AND
TRUST COMPANY
By: ROBERT L. MCCORMICK
Title: CEO
CITIZENS BANK OF LAWTON
By: DAN TORBETT
Title: EVP
WESTAR BANK OF BARTLESVILLE
By: DAVID KEDY
Title: Senior Vice President
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SCHEDULE 1.1
COMMITMENTS
AND PRO RATA SHARES
- ------------------------------------------------------------------------------------------------
PRO RATA
BANK COMMITMENT SHARE
- ------------------------------------------------------------------------------------------------
Bank of America National Trust
and Savings Association $30,500,000 24.40%
Texas Commerce Bank
National Association 20,500,000 16.40
The Bank of Nova Scotia 15,000,000 12.00
Mellon Bank, N.A. 10,000,000 8.00
Bank of Oklahoma, N.A. 11,500,000 9.20
Bank IV Oklahoma, N.A. 11,500,000 9.20
Boatmen's First National Bank
of Oklahoma 11,500,000 9.20
Liberty Bank & Trust Company
of Oklahoma City, N.A. 6,500,000 5.20
Liberty Bank & Trust Co.
of Tulsa, N.A. 5,000,000 4.00
The Stillwater National Bank
and Trust Company 1,000,000 0.80
Citizens Bank of Lawton 1,000,000 0.80
Westar Bank of Bartlesville 1,000,000 0.80
- ------------------------------------------------------------------------------------------------
TOTAL: $125,000,000 100.00%
- ------------------------------------------------------------------------------------------------
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SCHEDULE 3
OFFSHORE AND DOMESTIC LENDING OFFICES
ADDRESSES FOR NOTICES
DONNA GERMAN ROBERT D. MATTAX
Texas Commerce Bank N.A. Liberty Bank & Trust Company of Tulsa
P.O. Box 660197 Fourth Floor
Dallas, TX 75266-0197 15 East Fifth Street
Phone: (214) 922-2540 Tulsa, OK 74103
Fax: (214) 922-2389 Phone: (918) 586-5179
Fax: (918) 586-5952
JANE A. FAULKENBERRY LAUREN BIACHI
Bank of Oklahoma The Bank of Nova Scotia
Eighth Floor Atlanta Agency
One Williams Center 600 Peachtree Street N.E., Suite 2700
Tulsa, OK 74172 Atlanta, GA 30308
Phone: (918) 588-6272 Phone: (404) 877-1500
Fax: (918) 588-6880 Fax: (404) 888-8998
LAURA L. CHRISTOFFERSON SCOTT HENNESSEE
Liberty National Bank and Trust Company Mellon Bank
100 North Broadway One Mellon Bank Center
Oklahoma City, OK 73102 Pittsburgh, PA 15258
Phone: (405) 231-6853 Phone: (412) 234-4458
Fax: (405) 231-6788 Fax: (412) 234-6375
GLENN A. ELROD VANESSA SHEH MEYER
Senior Vice President Vice President
Bank IV Bank of America NT&SA (Lender)
P.O. Box 2360 555 South Flower Street
Tulsa, OK 74101-2360 Los Angeles, CA 90071
Phone: (918) 591-8388 Phone: (213) 228-9737
Fax: (918) 591-8487 Fax: (213) 228-4062
LINDA W. PARISH PEGGY FUJIMOTO
Boatmen's First National Bank of Oklahoma Bank of America NT&SA (Agent)
9 East 4th Street Agency Management Services #5596
Tulsa, OK 74103 1455 Market Street
Phone: (918) 599-8105 San Francisco, CA 94103
Fax: (918) 585-3914 Phone: (415) 622-4469
Fax: (415) 622-4894
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DAN TORBETT ROBERT L. MCCORMICK, JR.
Citizens Bank, Lawton, Oklahoma The Stillwater National Bank &
1420 W. Lee Boulevard Trust Company
Lawton, OK 73501 608 South Main Street
Phone: (405) 250-4145 Stillwater, OK 74076
Fax: (405) 250-4343 Phone: (405) 372-2230
Fax: (405) 377-3808
DAVID KEDY
WestStar Bank
100 South East Frank Phillips Blvd.
Bartlesville, OK 74003
Phone: (918) 337-3000
Fax: (918) 337-3506
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