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Full Doc  | 2003 |
364-Day Credit Agreement
364-Day Credit Agreement (317K)
Doc #152434: Click preview link for longer preview.
CREDIT AGREEMENT
This CREDIT AGREEMENT (Agreement) is entered into as of September 22, 2003 among ONEOK, INC., an Oklahoma corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
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:
Administrative Agent means Bank of America 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.
Agent-Related Persons means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
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:
1
Pricing Level
Debt Ratings
S&P/Moodys
Facility Fee
Eurodollar
Rate *
Letters of
Credit
Utilization
Fee
1
A+/A1 or better
7.5
22.5
10.0
2
A/A2
8.0
27.0
10.0
3
A-/A3
9.5
40.5
10.0
4
BBB+/Baa1
11.0
64.0
12.5
5
BBB/Baa2
13.5
74.0
12.5
6
BBB-/Baa3
17.5
82.5
25.0
7
Lower than BBB-/Baa3 or unrated
25.0
125.0
25.0
* Term-Out: In the event the Borrower elects its Term-Out option pursuant to Section 2.14, the Applicable Rate for Eurodollar Rate Loans shall be increased by 25 basis points.
Debt Rating means, as of any date of determination, the rating as determined by either S&P or Moodys (collectively, the Debt Ratings) of the Borrowers non-credit-enhanced, senior unsecured long-term debt; provided that if a Debt Rating is issued by each of the foregoing rating agencies, then the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 7 being the lowest), unless there is a split in Debt Ratings of more than one level, in which case the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply; provided, however, in the case of any split in Debt Ratings, if one of the Debt Ratings is at Pricing Level 7, then Pricing Level 7 shall apply.
Initially, the Applicable Rate shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 4.01(a)(viii). Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during the period commencing on the date of delivery by the Borrower to the Administrative Agent of notice thereof pursuant to Section 6.03(g) and ending on the date immediately preceding the effective date of the next such change and, in the case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.
Arranger means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager.
Assignment and Assumption means an Assignment and Assumption substantially in the form of Exhibit D.
Attorney Costs means and includes all fees, expenses and disbursements of any law firm or other external counsel and, without duplication, the allocated cost of internal legal services and all expenses and disbursements of internal counsel.
Attributable Indebtedness means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of
2
such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.
Audited Financial Statements means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2002 and the related consolidated statements of income or operations, shareholders equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.
Availability Period means the period from and including the Closing Date to the earliest of (a) the Stated Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.05, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.
Bank of America means Bank of America, N.A. and its successors.
Base Rate means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its prime rate. The prime rate is a rate set by Bank of America based upon various factors including Bank of Americas costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.
Base Rate Loan means a Loan that bears interest based on the Base Rate.
Borrower has the meaning specified in the introductory paragraph hereto.
Borrowing means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.
Business Day means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agents Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
Cash Collateralize has the meaning specified in Section 2.03(g).
Change of Control means, with respect to any Person, an event or series of events by which:
(a) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) after the Closing Date becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have beneficial ownership of all securities that such person or group has the right to acquire (such right, an option right), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 25% or more of the equity securities of such Person entitled to vote for members of the board of directors or
152434
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ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK – L/C Issuer,
BANK ONE, NA,
and
WACHOVIA BANK, N.A.,
as Co-Syndication Agents
ABN AMRO BANK N.V.,
and
CITIBANK, N.A.
as Co-Documentation Agents
and
The Lenders Party Hereto
ABN AMRO BANK – as
a Lender
By: /s/
Name:
Title:
[Signature Page to ONEOK 364-Day Credit Agreement]
ABN AMRO BANK N.V., as
a Lender
By: /s/
Name:
Title:
By: /s/
Name:
Title:
[Signature Page
ABN AMRO Bank – A.
$
80,000,000
9.411764700
%
Wachovia Bank, National Association
$
80,000,000
9.411764700
%
ABN AMRO Bank N.V.
$
80,000,000
9.411764700
%
Citibank, N.A.
$
80,000,000
9.411764700
%
dt 45233
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – Agent and
L/C Issuer,
BANK ONE, NA,
and
WACHOVIA BANK, N.A.,
as Co-Syndication Agents
ABN AMRO BANK N.V.,
and
CITIBANK, N.A.
as Co-Documentation Agents
and
The Lenders Party Hereto
BANC OF AMERICA SECURITIES LLC,
Sole Lead Arranger and Sole Book Manager
TABLE
_____________
CITIBANK, N.A. – AMRO BANK N.V., as
a Lender
By: /s/
Name:
Title:
By: /s/
Name:
Title:
[Signature Page to ONEOK 364-Day Credit Agreement]
CITIBANK, N.A. , as
a Lender
By: /s/
Name:
Title:
[Signature Page to ONEOK 364-Day Credit Agreement]
THE ROYAL BANK OF SCOTLAND PLC, as
_____________
Citibank, N.A. – 000,000
9.411764700
%
Wachovia Bank, National Association
$
80,000,000
9.411764700
%
ABN AMRO Bank N.V.
$
80,000,000
9.411764700
%
Citibank, N.A.
$
80,000,000
9.411764700
%
The Royal Bank of Scotland PLC
$
65,000,000
7.647058800
%
SunTrust Bank
$
65,000,000
7.
_____________
dt 145939
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – equity interest.
Revolving Loans has the meaning specified in Section 2.01.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc . and any successor thereto.
SEC means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
_____________
dt 310831
;
|
ONEOK
As referenced in this 364-Day Credit Agreement:
ONEOK, INC. – Day Credit Agreement
EX-10.1 3 dex101.htm 364-DAY CREDIT AGREEMENT
Exhibit 10.1
$850,000,000
364-DAY CREDIT AGREEMENT
Dated as of September 22, 2003
among
ONEOK, INC. ,
as the Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent and
L/C Issuer,
BANK ONE, NA,
and
WACHOVIA BANK, N.A.,
as Co-Syndication Agents
ABN AMRO
_____________
ONEOK, INC. – E
Opinion of Gable & Gotwals
F
Opinion of Locke Liddell & Sapp LLP
iv
CREDIT AGREEMENT
This CREDIT AGREEMENT (Agreement) is entered into as of September 22, 2003 among ONEOK, INC. , an Oklahoma corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent
_____________
ONEOK, Inc. – administrative agent, and a syndicate of lenders, as amended.
Existing Lenders shall mean the lenders under the Existing Credit Agreement.
Existing Plans means the (a) Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries, (b) Employee Stock Purchase Plan for Employees of ONEOK, Inc. and Subsidiaries, (c) ONEOK, Inc. Long-Term Incentive Plan, (d) ONEOK, Inc. Stock Compensation Plan for Non-
_____________
ONEOK, Inc. – mean the lenders under the Existing Credit Agreement.
Existing Plans means the (a) Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries, (b) Employee Stock Purchase Plan for Employees of ONEOK, Inc. and Subsidiaries, (c) ONEOK, Inc. Long-Term Incentive Plan, (d) ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors, (e) ONEOK, Inc. Deferred Compensation Plan for Non-Employee Directors; (
_____________
ONEOK, Inc. – Existing Credit Agreement.
Existing Plans means the (a) Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries, (b) Employee Stock Purchase Plan for Employees of ONEOK, Inc. and Subsidiaries, (c) ONEOK, Inc. Long-Term Incentive Plan, (d) ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors, (e) ONEOK, Inc. Deferred Compensation Plan for Non-Employee Directors; (f) ONEOK, Inc. Stock Purchase
_____________
dt 1501219
;
ONEOK
As referenced in this 364-Day Credit Agreement:
ONEOK, INC. – Day Credit Agreement
EX-10.1 3 dex101.htm 364-DAY CREDIT AGREEMENT
Exhibit 10.1
$850,000,000
364-DAY CREDIT AGREEMENT
Dated as of September 22, 2003
among
ONEOK, INC. ,
as the Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent and
L/C Issuer,
BANK ONE, NA,
and
WACHOVIA BANK, N.A.,
as Co-Syndication Agents
ABN AMRO
_____________
ONEOK, INC. – E
Opinion of Gable & Gotwals
F
Opinion of Locke Liddell & Sapp LLP
iv
CREDIT AGREEMENT
This CREDIT AGREEMENT (Agreement) is entered into as of September 22, 2003 among ONEOK, INC. , an Oklahoma corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent
_____________
ONEOK, Inc. – administrative agent, and a syndicate of lenders, as amended.
Existing Lenders shall mean the lenders under the Existing Credit Agreement.
Existing Plans means the (a) Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries, (b) Employee Stock Purchase Plan for Employees of ONEOK, Inc. and Subsidiaries, (c) ONEOK, Inc. Long-Term Incentive Plan, (d) ONEOK, Inc. Stock Compensation Plan for Non-
_____________
ONEOK, Inc. – mean the lenders under the Existing Credit Agreement.
Existing Plans means the (a) Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries, (b) Employee Stock Purchase Plan for Employees of ONEOK, Inc. and Subsidiaries, (c) ONEOK, Inc. Long-Term Incentive Plan, (d) ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors, (e) ONEOK, Inc. Deferred Compensation Plan for Non-Employee Directors; (
_____________
ONEOK, Inc. – Existing Credit Agreement.
Existing Plans means the (a) Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries, (b) Employee Stock Purchase Plan for Employees of ONEOK, Inc. and Subsidiaries, (c) ONEOK, Inc. Long-Term Incentive Plan, (d) ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors, (e) ONEOK, Inc. Deferred Compensation Plan for Non-Employee Directors; (f) ONEOK, Inc. Stock Purchase
_____________
dt 1501275
;
More... |
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Full Doc | 2003 |
Revolving Credit Agreement
Revolving Credit Agreement (271K)
Doc #153329: Click preview link for longer preview.
CREDIT AGREEMENT
This REVOLVING CREDIT AGREEMENT (Agreement) is entered into as of November 1, 2002, among EQUITABLE RESOURCES, INC., a Pennsylvania corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and JPMORGAN CHASE BANK and BANK ONE, NA, as Co-Syndication Agents.
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:
364-Day Credit Agreement means the 364-Day Credit Agreement dated as of even date herewith by and among the Borrower, Bank of America, N.A., as Administrative Agent, and the other agents and lenders therein named.
Administrative Agent means Bank of America 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.
Agent-Related Persons means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, Bank of America Securities LLC), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
Aggregate Commitments means the Commitments of all the Lenders.
Agreement means this Credit Agreement.
ANPI means Appalachian NPI, LLC a Delaware limited liability company.
ANPI Obligations means obligations with respect to the 7.76% Senior Secured Bonds due February 28, 2016 of ANPI, with respect to the related swap transaction between ANPI and Credit Suisse First Boston International and with respect to the ownership interests in Appalachian Natural Gas Trust, in each case under documentation in place as of the date of this Agreement, with such changes in such documentation as, in the reasonable opinion of the Administrative Agent, do not adversely affect the interest of the Lenders.
ANPI Transaction means the transaction pursuant to which the ANPI Obligations were incurred.
Applicable Rate means, from time to time, the following percentages per annum (set forth in basis points), based upon the Debt Rating as set forth below:
153329
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Citibank
As referenced in this Revolving Credit Agreement:
CITIBANK, N.A. – as Administrative Agent and L/C Issuer,
JPMORGAN CHASE BANK,
and
BANK ONE, NA
as Co-Syndication Agents,
PNC BANK, NATIONAL ASSOCIATION,
and
CITIBANK, N.A.
as Co-Documentation Agents
and
The Other Lenders Party Hereto
BANC OF AMERICA SECURITIES LLC,
and
JPMORGAN SECURITIES INC.,
as
Joint Lead
_____________
CITIBANK, N.A. – Documentation Agent
By:
/s/ Thomas A. Majeski
Name:
Thomas A. Majeski
Title:
Vice President
[Signature Page to Equitable Resources, Inc. Revolving Credit Agreement]
CITIBANK, N.A. ,
as a Lender and Co-Documentation Agent
By:
/s/ Costas Rigas
Name:
Costas Rigas
Title:
Vice President
[Signature Page to Equitable Resources,
_____________
Citibank, N.A. – 000.00
Bank One, NA
Co-Syndication Agent
$
28,000,000.00
PNC Bank, National Association
Co-Documentation Agent
$
28,000,000.00
Citibank, N.A.
Co-Documentation Agent
$
28,000,000.00
Barclays Bank PLC
$
17,500,000.00
BMO Nesbitt Burns Financing, Inc.
$
17,500,000.
_____________
dt 145947
;
Equitable
As referenced in this Revolving Credit Agreement:
EQUITABLE RESOURCES, INC. –
EX-10.2 4 a03-1155_1ex10d2.htm EX-10.2
Exhibit 10.2
EXECUTION COPY
$250,000,000
REVOLVING CREDIT AGREEMENT
Dated as of November 1, 2002
among
EQUITABLE RESOURCES, INC. ,
as the Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent and L/C Issuer,
JPMORGAN CHASE BANK,
and
BANK ONE, NA
as Co-Syndication Agents,
PNC BANK, NATIONAL
_____________
EQUITABLE RESOURCES, INC. – Reed Smith LLP
E-2
Opinion of In-House Counsel for the Borrower
iv
CREDIT AGREEMENT
This REVOLVING CREDIT AGREEMENT (Agreement) is entered into as of November 1, 2002, among EQUITABLE RESOURCES, INC. , a Pennsylvania corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), BANK OF AMERICA, N.A., as Administrative Agent and
_____________
EQUITABLE RESOURCES, INC. – ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
58
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
EQUITABLE RESOURCES, INC.
By:
/s/ Philip P. Conti
Name:
Philip P. Conti
Title:
Vice President Finance and Treasurer
[Signature Page to Equitable Resources, Inc. Revolving Credit Agreement]
BANK OF AMERICA, N.A.,
_____________
Equitable Resources, Inc. – duly executed as of the date first above written.
EQUITABLE RESOURCES, INC.
By:
/s/ Philip P. Conti
Name:
Philip P. Conti
Title:
Vice President Finance and Treasurer
[Signature Page to Equitable Resources, Inc. Revolving Credit Agreement]
BANK OF AMERICA, N.A., as
Administrative Agent
By:
/s/ Ronald E. McKaig
Name:
Ronald E. McKaig
Title:
Managing Director
BANK OF AMERICA, N.A., as
_____________
Equitable Resources, Inc. – Title:
Managing Director
BANK OF AMERICA, N.A., as
a Lender and L/C Issuer
By:
/s/ Ronald E. McKaig
Name:
Ronald E. McKaig
Title:
Managing Director
[Signature Page to Equitable Resources, Inc. Revolving Credit Agreement]
JPMORGAN CHASE BANK,
as a Lender and Co-Syndication Agent
By:
/s/ Robert C. Mertensotto
Name:
Robert C. Mertensotto
Title:
Managing Director
[Signature Page to Equitable
_____________
dt 1336388
;
Equitable
As referenced in this Revolving Credit Agreement:
EQUITABLE RESOURCES, INC. –
EX-10.2 4 a03-1155_1ex10d2.htm EX-10.2
Exhibit 10.2
EXECUTION COPY
$250,000,000
REVOLVING CREDIT AGREEMENT
Dated as of November 1, 2002
among
EQUITABLE RESOURCES, INC. ,
as the Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent and L/C Issuer,
JPMORGAN CHASE BANK,
and
BANK ONE, NA
as Co-Syndication Agents,
PNC BANK, NATIONAL
_____________
EQUITABLE RESOURCES, INC. – Reed Smith LLP
E-2
Opinion of In-House Counsel for the Borrower
iv
CREDIT AGREEMENT
This REVOLVING CREDIT AGREEMENT (Agreement) is entered into as of November 1, 2002, among EQUITABLE RESOURCES, INC. , a Pennsylvania corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), BANK OF AMERICA, N.A., as Administrative Agent and
_____________
EQUITABLE RESOURCES, INC. – ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
58
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
EQUITABLE RESOURCES, INC.
By:
/s/ Philip P. Conti
Name:
Philip P. Conti
Title:
Vice President Finance and Treasurer
[Signature Page to Equitable Resources, Inc. Revolving Credit Agreement]
BANK OF AMERICA, N.A.,
_____________
Equitable Resources, Inc. – duly executed as of the date first above written.
EQUITABLE RESOURCES, INC.
By:
/s/ Philip P. Conti
Name:
Philip P. Conti
Title:
Vice President Finance and Treasurer
[Signature Page to Equitable Resources, Inc. Revolving Credit Agreement]
BANK OF AMERICA, N.A., as
Administrative Agent
By:
/s/ Ronald E. McKaig
Name:
Ronald E. McKaig
Title:
Managing Director
BANK OF AMERICA, N.A., as
_____________
Equitable Resources, Inc. – Title:
Managing Director
BANK OF AMERICA, N.A., as
a Lender and L/C Issuer
By:
/s/ Ronald E. McKaig
Name:
Ronald E. McKaig
Title:
Managing Director
[Signature Page to Equitable Resources, Inc. Revolving Credit Agreement]
JPMORGAN CHASE BANK,
as a Lender and Co-Syndication Agent
By:
/s/ Robert C. Mertensotto
Name:
Robert C. Mertensotto
Title:
Managing Director
[Signature Page to Equitable
_____________
dt 1474851
;
|
McGraw-Hill Companies
As referenced in this Revolving Credit Agreement:
McGraw-Hill Companies, Inc – other right to acquire any such capital stock or other equity interest.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc . and any successor thereto.
SEC means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
_____________
dt 310849
;
ISDA
As referenced in this Revolving Credit Agreement:
International Swaps and Derivatives Association – terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association , Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such
_____________
dt 75531
;
More... |
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Full Doc | 2002 |
Credit Agreement
Credit Agreement (254K)
Doc #295781: Click preview link for longer preview.
CREDIT AGREEMENT
among
WESTERN RESOURCES, INC.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
JPMORGAN CHASE BANK,
as Administrative Agent,
CITIBANK, N.A.,
as Syndication Agent,
and
BANK OF AMERICA, N.A.,
as Documentation Agent
Dated as of June 6, 2002
================================================================================
J.P. MORGAN SECURITIES, INC., as Advisor, Lead Arranger and Sole Bookrunner
{PAGE}
TABLE OF CONTENTS
-----------------
Page
----
SECTION 1. DEFINITIONS .....................................................1
1.1. Defined Terms .....................................................1
1.2. Other Definitional Provisions ....................................18
SECTION 2. AMOUNT AND TERMS OF COMMITMENTS ................................18
2.1. Term Commitments .................................................18
2.2. Procedure for Borrowing ..........................................18
2.3. Repayment of Term Loans ..........................................18
2.4. Revolving Commitments ............................................19
2.5. Procedure for Revolving Loan Borrowing ...........................20
2.6. Commitment Fees, etc. ............................................20
2.7. Termination or Reduction of Revolving Commitments ................20
2.8. Optional Prepayments .............................................21
2.9. Mandatory Prepayments ............................................21
2.10. Conversion and Continuation Options ..............................22
2.11. Limitations on Eurodollar Tranches ...............................22
2.12. Interest Rates and Payment Dates .................................22
2.13. Computation of Interest and Fees .................................23
2.14. Inability to Determine Interest Rate .............................23
2.15. Pro Rata Treatment and Payments ..................................24
2.16. Requirements of Law ..............................................25
2.17. Taxes ............................................................26
2.18. Indemnity ........................................................27
2.19. Change of Lending Office .........................................27
2.20. Replacement of Lenders ...........................................28
SECTION 3. REPRESENTATIONS AND WARRANTIES .................................28
3.1. Financial Condition ..............................................28
3.2. No Change ........................................................28
3.3. Existence; Compliance with Law ...................................28
3.4. Power; Authorization; Enforceable Obligations ....................29
3.5. No Legal Bar .....................................................29
3.6. Litigation .......................................................29
3.7. No Default .......................................................29
3.8. Ownership of Property; Liens .....................................29
3.9. Intellectual Property ............................................30
3.10. Taxes ............................................................30
3.11. Federal Regulations ..............................................30
3.12. Labor Matters ....................................................30
3.13. ERISA. ...........................................................30
3.14. Investment Company Act; Other Regulations ........................31
3.15. Subsidiaries .....................................................31
3.16. Use of Proceeds ..................................................31
3.17. Environmental Matters ............................................31
3.18. Accuracy of Information, etc .....................................32
3.19. Security Documents ...............................................32
3.20. Solvency .........................................................32
i
{PAGE}
SECTION 4. CONDITIONS PRECEDENT ...........................................33
SECTION 5. AFFIRMATIVE COVENANTS ..........................................35
5.1. Financial Statements, Reports, etc ...............................35
5.2. Payment of Obligations ...........................................36
5.3. Maintenance of Existence; Compliance .............................36
5.4. Maintenance of Property; Insurance ...............................37
5.5. Inspection of Property; Books and Records; Discussions ...........37
5.6. Notices ..........................................................37
5.7. Environmental Laws ...............................................37
5.8. Notice of Subsidiaries ...........................................38
SECTION 6. NEGATIVE COVENANTS .............................................38
6.1. Financial Condition Covenants. ...................................38
6.2. Liens ............................................................38
6.3. Fundamental Changes ..............................................39
6.4. Disposition of Property ..........................................40
6.5. Restricted Payments ..............................................41
6.6. Capital Expenditures .............................................41
6.7. Investments ......................................................42
6.8. Optional Payments and Modifications of Certain Debt Instruments;
Synthetic Purchase Agreements ....................................42
6.9. Transactions with Affiliates .....................................43
6.10. Negative Pledge Clauses ..........................................43
6.11. Clauses Restricting Subsidiary Distributions .....................43
6.12. Lines of Business ................................................43
6.13. Ownership of KGE .................................................43
SECTION 7. EVENTS OF DEFAULT ..............................................44
SECTION 8. THE ADMINISTRATIVE AGENT .......................................46
8.1. Appointment ......................................................46
8.2. Delegation of Duties .............................................46
8.3. Exculpatory Provisions ...........................................46
8.4. Reliance by Administrative Agent .................................46
8.5. Notice of Default ................................................47
8.6. Non-Reliance on Administrative Agent and Other Lenders ...........47
8.7. Indemnification ..................................................47
8.8. Agent in Its Individual Capacity .................................48
8.9. Successor Administrative Agent ...................................48
SECTION 9. MISCELLANEOUS ..................................................48
9.1. Amendments and Waivers ...........................................48
9.2. Notices ..........................................................50
9.3. No Waiver; Cumulative Remedies ...................................50
9.4. Survival of Representations and Warranties .......................50
9.5. Payment of Expenses and Taxes ....................................51
9.6. Successors and Assigns; Participations and Assignments ...........51
9.7. Adjustments; Set-off .............................................54
9.8. Counterparts .....................................................55
9.9. Severability .....................................................55
ii
{PAGE}
9.10. Integration ......................................................55
9.11. GOVERNING LAW ....................................................55
9.12. Submission To Jurisdiction; Waivers ..............................55
9.13. Acknowledgements .................................................56
9.14. Confidentiality ..................................................56
9.15. WAIVERS OF JURY TRIAL ............................................56
SCHEDULES:
---------
1.1 Commitments
3.4 Consents, Authorizations, Filings and Notices
3.15 Subsidiaries
3.19(a) UCC Filing Jurisdictions
6.2(f) Existing Liens
6.4(g) Property to be Disposed
6.8 Preferred Stock
EXHIBITS:
--------
A Form of Closing Certificate
B Form of Assignment and Assumption
C Form of Exemption Certificate
D Form of Addendum
E-1 Form of New Revolving Lender Supplement
E-2 Form of Increased Facility Activation Notice
iii
{PAGE}
CREDIT AGREEMENT (this "Agreement"), dated as of June 6, 2002, among
---------
WESTERN RESOURCES, INC., a Kansas corporation (the "Borrower"), the several
--------
banks and other financial institutions or entities from time to time parties to
this Agreement (the "Lenders"), JPMorgan CHASE BANK, as administrative agent,
-------
CITIBANK, N.A., as syndication agent (in such capacity, the "Syndication
-----------
Agent"), and BANK OF AMERICA, N.A., as documentation agent (in such capacity,
-----
the "Documentation Agent").
The parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS
1.1. Defined Terms. As used in this Agreement, the terms listed in this
-------------
Section 1.1 shall have the respective meanings set forth in this Section 1.1.
"ABR": for any day, a rate per annum (rounded upwards, if necessary, to
---
the next 1/100 of 1%) equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof:
"Prime Rate" shall mean the rate of interest per annum publicly announced from
----------
time to time by JPMorgan Chase Bank as its prime rate in effect at its principal
office in New York City (the Prime Rate not being intended to be the lowest rate
of interest charged by JPMorgan Chase Bank in connection with extensions of
credit to debtors); "Base CD Rate" shall mean the sum of (a) the product of (i)
------------
the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which is
one and the denominator of which is one minus the CD Reserve Percentage and (b)
the CD Assessment Rate; and "Three-Month Secondary CD Rate" shall mean, for any
-----------------------------
day, the secondary market rate for three-month certificates of deposit reported
as being in effect on such day (or, if such day shall not be a Business Day, the
next preceding Business Day) by the Board through the public information
telephone line of the Federal Reserve Bank of New York (which rate will, under
the current practices of the Board, be published in Federal Reserve Statistical
Release H.15(519) during the week following such day), or, if such rate shall
not be so reported on such day or such next preceding Business Day, the average
of the secondary market quotations for three-month certificates of deposit of
major money center banks in New York City received at approximately 10:00 A.M.,
New York City time, on such day (or, if such day shall not be a Business Day, on
the next preceding Business Day) by JPMorgan Chase Bank from three New York City
negotiable certificate of deposit dealers of recognized standing selected by it.
Any change in the ABR due to a change in the Prime Rate, the Three-Month
Secondary CD Rate or the Federal Funds Effective Rate shall be effective as of
the opening of business on the effective day of such change in the Prime Rate,
the Three-Month Secondary CD Rate or the Federal Funds Effective Rate,
respectively.
"ABR Loans": Loans the rate of interest applicable to which is based
---------
upon the ABR.
"Addendum": an instrument, substantially in the form of Exhibit D, by
--------
which a Lender becomes a party to this Agreement as of the Closing Date.
"Additional Extensions of Credit": as defined in Section 9.1.
-------------------------------
"Administrative Agent": JPMorgan Chase Bank, together with its
--------------------
affiliates, as the arranger of the Commitments and as the administrative agent
for the Lenders under this Agreement and the other Loan Documents, together with
any of its successors.
"Affiliate": as to any Person, any other Person that, directly or
---------
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, either to (a) vote 10% or more of the securities
having
{PAGE}
2
ordinary voting power for the election of directors (or persons performing
similar functions) of such Person or (b) direct or cause the direction of the
management and policies of such Person, whether by contract or otherwise.
"Agents": the collective reference to the Administrative Agent, the
------
Syndication Agent and the Documentation Agent.
"Aggregate Exposure": with respect to any Lender at any time, an amount
------------------
equal to (a) until the Closing Date, the aggregate amount of such Lender's
Commitments at such time and (b) thereafter, the sum of (i) the aggregate then
unpaid principal amount of such Lender's Term Loans and (ii) the amount of such
Lender's Revolving Commitment then in effect or, if the Revolving Commitments
have been terminated, the amount of such Lender's Revolving Extensions of Credit
then outstanding.
"Aggregate Exposure Percentage": with respect to any Lender at any
-----------------------------
time, the ratio (expressed as a percentage) of such Lender's Aggregate Exposure
at such time to the Aggregate Exposure of all Lenders at such time.
"Agreement": as defined in the preamble hereto.
---------
"Applicable Margin": for any day, with respect to any ABR Loan or
-----------------
Eurodollar Loan, as the case may be, the applicable rate per annum set forth
below under the caption "ABR Spread" or "Eurodollar Spread", as the case may be,
based on the ratings by Moody's and S&P, respectively, applicable on such date
to the Index Debt:
--------------------------------------------------------------------------------
ABR Eurodollar
Level Rating Spread Spread
--------------------------------------------------------------------------------
I greater than or equal to BBB-/Ba1 2.00% 3.00%
--------------------------------------------------------------------------------
II greater than or equal to BB+/Ba2 2.25% 3.25%
--------------------------------------------------------------------------------
III greater than or equal to BB/Ba3 2.50% 3.50%
--------------------------------------------------------------------------------
For purposes of the foregoing, (i) if either Moody's or S&P shall not
have in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition), then such
rating agency shall be deemed to have established a rating in Level III, (ii) if
one of the two ratings established or deemed to have been established by Moody's
and S&P for the Index Debt corresponds to Level I and the other corresponds to
Level II, Level II shall apply, (iii) if one of the two ratings established or
295781
|
Citibank
As referenced in this Credit Agreement:
CITIBANK, N.A. – CREDIT AGREEMENT
among
WESTERN RESOURCES, INC.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
JPMORGAN CHASE BANK,
as Administrative Agent,
CITIBANK, N.A. ,
as Syndication Agent,
and
BANK OF AMERICA, N.A.,
as Documentation Agent
Dated as of June 6, 2002
================================================================================
J.P. MORGAN SECURITIES,
_____________
CITIBANK, N.A. – banks and other financial institutions or entities from time to time parties to
this Agreement (the "Lenders"), JPMorgan CHASE BANK, as administrative agent,
-------
CITIBANK, N.A. , as syndication agent (in such capacity, the "Syndication
-----------
Agent"), and BANK OF AMERICA, N.A., as documentation agent (in such capacity,
-----
the "
_____________
Citibank, N.A. – Collateral Agreement. (i) The Administrative
------------------------------------------
Agent shall have received this Agreement or, in the case of the Lenders
other than JPMorgan Chase Bank, Citibank, N.A. and Bank of America, N.A.,
an Addendum, executed and delivered by the Administrative Agent, the
Borrower and each Person listed on
_____________
Citibank, N.A. – OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.
9.16. Delivery of Addenda. Each initial Lender (other than JPMorgan
-------------------
Chase Bank, Citibank, N.A. and Bank of America, N.A.) shall become a party to
this Agreement by delivering to the Administrative Agent an Addendum duly
_____________
CITIBANK, N.A. – Chief Financial Officer
JPMORGAN CHASE BANK, as Administrative Agent
and as a Lender
By: /s/ Robert Anastasio
-----------------------------------------------
Name: Robert Anastasio
Title: Vice President
CITIBANK, N.A. , as Syndication Agent
and as a Lender
By: /s/ Robert J. Harrity Jr.
-----------------------------------------------
Name: Robert J. Harrity Jr.
Title: Managing Director
BANK
_____________
dt 249002
;
ONEOK
As referenced in this Credit Agreement:
ONEOK, Inc. – accordance with past practice;
(e) the Disposition (i) of the Capital Stock of Westar Industries and
(ii) by Westar Industries of its property (including, without limitation,
the Capital Stock of ONEOK, Inc. ), so long as the Net Cash Proceeds of any
Disposition described in this Section 6.4(e) are applied in accordance with
Section 2.9 (other than Dispositions permitted
_____________
dt 1501237
;
ONEOK
As referenced in this Credit Agreement:
ONEOK, Inc. – accordance with past practice;
(e) the Disposition (i) of the Capital Stock of Westar Industries and
(ii) by Westar Industries of its property (including, without limitation,
the Capital Stock of ONEOK, Inc. ), so long as the Net Cash Proceeds of any
Disposition described in this Section 6.4(e) are applied in accordance with
Section 2.9 (other than Dispositions permitted
_____________
dt 1501288
;
|
Protection One
As referenced in this Credit Agreement:
Protection One, Inc. – involuntary
liquidation or dissolution of such Person, over shares of any other class of
Capital Stock issued by such Person.
"Properties": as defined in Section 3.17(a).
----------
"Protection One": Protection One, Inc. , a Delaware corporation.
--------------
"Protection One Europe": the collective reference to Protection One
---------------------
International, Inc., a wholly-owned subsidiary of Westar Industries, and its
Subsidiaries, including a French Subsidiary in
_____________
dt 1449220
;
Protection One
As referenced in this Credit Agreement:
Protection One, Inc. – involuntary
liquidation or dissolution of such Person, over shares of any other class of
Capital Stock issued by such Person.
"Properties": as defined in Section 3.17(a).
----------
"Protection One": Protection One, Inc. , a Delaware corporation.
--------------
"Protection One Europe": the collective reference to Protection One
---------------------
International, Inc., a wholly-owned subsidiary of Westar Industries, and its
Subsidiaries, including a French Subsidiary in
_____________
dt 1468976
;
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Credit Agreement
Credit Agreement (236K)
Doc #581033: Click preview link for longer preview.
EXECUTION COPY
$250,000,000
CREDIT AGREEMENT
among
MAGELLAN MIDSTREAM HOLDINGS, L.P.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
LEHMAN BROTHERS INC.
and
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Lead Arrangers,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Syndication Agent,
and
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent
Dated as of December 10, 2004
TABLE OF CONTENTS
. . .
581033
|
Magellan
As referenced in this Credit Agreement:
Magellan Midstream Partners, L – Law.
Maximum Excess G&A Schedule: a summary of the schedule of payments described in Article VII of the New Omnibus Agreement attached hereto as Schedule 1.1C.
MMP: Magellan Midstream Partners, L .P., a Delaware limited partnership.
MMP Consolidated Net Leverage Ratio: as at the last day of any period of four consecutive fiscal quarters, the ratio of (a) MMP Net
_____________
Magellan Midstream Partners, L – in the case of any party, to such other address as such party may hereafter notify to the other parties hereto:
The Borrower:
Magellan Midstream Holdings, L.P.
c/o Magellan Midstream Partners, L .P.
One Williams Center
Tulsa, Oklahoma 74172
Attention: Chief Financial Officer
Telecopy: 918-574-7003
Telephone: 918-574-7004
with copies to:
Magellan Midstream Holdings, L.P.
c/o
_____________
dt 1430714
;
Williams
As referenced in this Credit Agreement:
Williams Companies, Inc. – 1.01 of the MMP Credit Agreement.
WES: Williams Energy Services, LLC, a Delaware limited liability company.
Williams GP: Williams GP LLC, a Delaware limited liability company.
Williams Parent: The Williams Companies, Inc. , a Delaware corporation.
WNGL: Williams Natural Gas Liquids, Inc., a Delaware corporation.
1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall
_____________
dt 1475761
;
Williams
As referenced in this Credit Agreement:
Williams Companies, Inc. – 1.01 of the MMP Credit Agreement.
WES: Williams Energy Services, LLC, a Delaware limited liability company.
Williams GP: Williams GP LLC, a Delaware limited liability company.
Williams Parent: The Williams Companies, Inc. , a Delaware corporation.
WNGL: Williams Natural Gas Liquids, Inc., a Delaware corporation.
1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall
_____________
dt 1475875
;
|
 BNY
As referenced in this Credit Agreement:
Bank of New York, – rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by
_____________
dt 1584422
;
GS Credit
As referenced in this Credit Agreement:
GOLDMAN SACHS CREDIT PARTNERS L. – 99(E)
EXECUTION COPY
$250,000,000
CREDIT AGREEMENT
among
MAGELLAN MIDSTREAM HOLDINGS, L.P.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
LEHMAN BROTHERS INC.
and
GOLDMAN SACHS CREDIT PARTNERS L. P.,
as Joint Lead Arrangers,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Syndication Agent,
and
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent
Dated as of December 10, 2004
TABLE OF
_____________
GOLDMAN SACHS CREDIT PARTNERS L. – MAGELLAN MIDSTREAM HOLDINGS, L.P.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
LEHMAN BROTHERS INC.
and
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Lead Arrangers,
GOLDMAN SACHS CREDIT PARTNERS L. P.,
as Syndication Agent,
and
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent
Dated as of December 10, 2004
TABLE OF CONTENTS
Page
SECTION 1.
DEFINITIONS
1
1.1
Defined Terms.
_____________
GOLDMAN SACHS CREDIT PARTNERS L. – the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), LEHMAN BROTHERS INC., as sole bookrunner and joint lead arranger, and GOLDMAN SACHS CREDIT PARTNERS L. P., as joint lead arranger (in such capacities, collectively, the Arrangers), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent (in such capacity, the Syndication Agent), and LEHMAN COMMERCIAL PAPER
_____________
GOLDMAN SACHS CREDIT PARTNERS L. – Agreement (the Lenders), LEHMAN BROTHERS INC., as sole bookrunner and joint lead arranger, and GOLDMAN SACHS CREDIT PARTNERS L.P., as joint lead arranger (in such capacities, collectively, the Arrangers), GOLDMAN SACHS CREDIT PARTNERS L. P., as syndication agent (in such capacity, the Syndication Agent), and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the Administrative Agent).
W I T N E S
_____________
GOLDMAN SACHS CREDIT PARTNERS L. – HOLDINGS, L.P.
By:
Magellan Midstream Management, LLC, its general partner
By:
Name: John D. Chandler
Title: Chief Financial Officer
LEHMAN BROTHERS INC., as Arranger
By:
Name:
Title: Authorized Signatory
GOLDMAN SACHS CREDIT PARTNERS L. P., as Arranger
By:
Name:
Title: Authorized Signatory
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Syndication Agent
By:
Name:
Title: Authorized Signatory
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent
By:
_____________
dt 1552921
;
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| Preview
Full Doc | 2003 |
Credit Agreement
Credit Agreement (297K)
Doc #581108: Click preview link for longer preview.
CREDIT AGREEMENT
among
WILLIAMS ENERGY PARTNERS L.P.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
LEHMAN BROTHERS INC.
and
BANC OF AMERICA SECURITIES, LLC,
as Joint Lead Arrangers
BANK OF AMERICA, N.A.,
as Syndication Agent
and
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent
Dated as of August 6, 2003
TABLE OF CONTENTS
Page
SECTION 1. . . .
581108
|
Energy Partners
As referenced in this Credit Agreement:
ENERGY PARTNERS L –
Credit Agreement
EX-10.2 5 dex102.htm CREDIT AGREEMENT
EXHIBIT 10.2
EXECUTION COPY
CREDIT AGREEMENT
among
WILLIAMS ENERGY PARTNERS L .P.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
LEHMAN BROTHERS INC.
and
BANC OF AMERICA SECURITIES, LLC,
as Joint Lead Arrangers
BANK OF AMERICA, N.
_____________
ENERGY PARTNERS L – Form of Lender Addendum
I
Form of Borrowing Notice
J
Form of Consent
K
Form of Notice of Conversion/Continuation
CREDIT AGREEMENT, dated as of August 6, 2003, among WILLIAMS ENERGY PARTNERS L .P., a Delaware limited partnership (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), LEHMAN BROTHERS INC.,
_____________
Energy Partners L – such Assignment and Acceptance or (c) in the case of any party, to such other address as such party may hereafter notify to the other parties hereto:
The Borrower:
Williams Energy Partners L .P.
One Williams Center
Tulsa, Oklahoma 74172
Attention: Chief Executive Officer
with copies to:
WEG Acquisitions, L.P.
c/o Madison Dearborn Capital Partners IV, L.P.
70 West
_____________
ENERGY PARTNERS L – LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent
By:
/s/ signature illegible
Title: Authorized Signatory
BANK OF AMERICA, N.A.,
as Issuing Lender
By:
/s/ Claire Lui
Title: Authorized Signatory
WILLIAMS ENERGY PARTNERS L .P.
By:
WEG GP LLC, its general partner
By:
/s/ John D. Chandler
Title: Authorized Signatory
Chief Financial Officer
SCHEDULE 1.1
ADJUSTMENTS TO CONSOLIDATED EBITDA
Consolidated EBITDA in
_____________
Energy Partners L – were recognized on the 1998 tax returns.
SCHEDULE 4.4
CONSENTS, AUTHORIZATIONS, FILINGS AND NOTICES
NONE.
SCHEDULE 4.15
SUBSIDIARIES
Subsidiary
Jurisdiction
Parent Company
Interest
Williams GP Inc.
Delaware
Williams Energy Partners L .P.
100% common stock interest
Williams Pipe Line Company, LLC
Delaware
Williams Energy Partners L.P.
100% membership interest
Williams OLP, L.P.
Delaware
Williams Energy Partners L.P.
_____________
dt 1527807
;
Williams
As referenced in this Credit Agreement:
Williams Companies, Inc. – by the Borrower during such period and (v) the aggregate amount of operating expenses of the Borrower during such period (net of the amount of any reimbursement thereof from The Williams Companies, Inc. or any of its Subsidiaries or WEG Acquisitions, L.P. or any of its Subsidiaries).
Funding Office: the office specified from time to time by the Administrative Agent as
_____________
Williams Companies, Inc. – income statement of the Borrower and its Subsidiaries for such period;
(b) the amount of payments made by any of Williams Energy Services, LLC, Williams Natural Gas Liquids, Inc., The Williams Companies, Inc. or WEG Acquisitions, L.P. during or with respect to such period in accordance with Article IV of the New Omnibus Agreement or Section 8.2 of the Purchase
_____________
Williams Companies, Inc. – retiree healthcare (FAS 106), pension (FAS 87), and accrued paid-time off costs related to the employment by WEG Acquisitions, L.P. and its affiliates of former
employees of The Williams Companies, Inc. that were formerly involved, and that will continue to be involved, in providing services to the Borrower and its Subsidiaries; and
(e) with respect to any period encompassing the
_____________
Williams Companies, Inc. – Agreement means the New Omnibus Agreement, dated as of June 17, 2003, by and among WEG Acquisitions, L.P., Williams Energy Services, LLC, Williams Natural Gas Liquids, Inc. and The Williams Companies, Inc. ;
(ii)
the term Purchase Agreement means the Purchase Agreement, dated as of April 18, 2003 (as amended by Amendment No. 1 to the Purchase Agreement, dated as of May
_____________
Williams Companies, Inc. – in this Schedule 1.1.
SCHEDULE 4.1(b)
CERTAIN OBLIGATIONS
Contingent Liabilities and Liabilities for Taxes. Corporate predecessors of WPL and Williams Terminals Holdings, LP were members of The Williams Companies, Inc. and Subsidiaries consolidated U.S. federal income tax group, which has extended the statute of limitations for the assessment or collection of taxes for the 1996-98 tax return
_____________
dt 1475762
;
|
Williams
As referenced in this Credit Agreement:
Williams Companies, Inc. – by the Borrower during such period and (v) the aggregate amount of operating expenses of the Borrower during such period (net of the amount of any reimbursement thereof from The Williams Companies, Inc. or any of its Subsidiaries or WEG Acquisitions, L.P. or any of its Subsidiaries).
Funding Office: the office specified from time to time by the Administrative Agent as
_____________
Williams Companies, Inc. – income statement of the Borrower and its Subsidiaries for such period;
(b) the amount of payments made by any of Williams Energy Services, LLC, Williams Natural Gas Liquids, Inc., The Williams Companies, Inc. or WEG Acquisitions, L.P. during or with respect to such period in accordance with Article IV of the New Omnibus Agreement or Section 8.2 of the Purchase
_____________
Williams Companies, Inc. – retiree healthcare (FAS 106), pension (FAS 87), and accrued paid-time off costs related to the employment by WEG Acquisitions, L.P. and its affiliates of former
employees of The Williams Companies, Inc. that were formerly involved, and that will continue to be involved, in providing services to the Borrower and its Subsidiaries; and
(e) with respect to any period encompassing the
_____________
Williams Companies, Inc. – Agreement means the New Omnibus Agreement, dated as of June 17, 2003, by and among WEG Acquisitions, L.P., Williams Energy Services, LLC, Williams Natural Gas Liquids, Inc. and The Williams Companies, Inc. ;
(ii)
the term Purchase Agreement means the Purchase Agreement, dated as of April 18, 2003 (as amended by Amendment No. 1 to the Purchase Agreement, dated as of May
_____________
Williams Companies, Inc. – in this Schedule 1.1.
SCHEDULE 4.1(b)
CERTAIN OBLIGATIONS
Contingent Liabilities and Liabilities for Taxes. Corporate predecessors of WPL and Williams Terminals Holdings, LP were members of The Williams Companies, Inc. and Subsidiaries consolidated U.S. federal income tax group, which has extended the statute of limitations for the assessment or collection of taxes for the 1996-98 tax return
_____________
dt 1475876
;
BofA Securities
As referenced in this Credit Agreement:
BANC OF AMERICA SECURITIES, LLC – CREDIT AGREEMENT
EXHIBIT 10.2
EXECUTION COPY
CREDIT AGREEMENT
among
WILLIAMS ENERGY PARTNERS L.P.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
LEHMAN BROTHERS INC.
and
BANC OF AMERICA SECURITIES, LLC ,
as Joint Lead Arrangers
BANK OF AMERICA, N.A.,
as Syndication Agent
and
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent
Dated as of August 6, 2003
TABLE OF CON |