364-day Revolving Credit Agreement

EXHIBIT 10.1


FIRST AMENDMENT AND EXTENSION OF
364-DAY REVOLVING CREDIT AGREEMENT
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THIS AMENDMENT AND EXTENSION OF 364-DAY REVOLVING CREDIT AGREEMENT (this "Amendment and Extension") is effective as of the Effective Date (as defined herein), among ONEOK, INC., an Oklahoma corporation (the "Company"), BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (the "Administrative Agent") and as a Lender, Letter of Credit Issuing Lender and Swing Line Lender, and the Lenders.


RECITALS
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WHEREAS, the Company, the Administrative Agent and certain financial institutions (including the Administrative Agent, the "Lenders") are parties to that certain $850,000,000 364-Day Revolving Credit Agreement dated as of June 28, 2001 (the "Credit Agreement");


WHEREAS, the Maturity Date (as therein defined) of the Credit Agreement is June 27, 2002;


WHEREAS, the undersigned Lenders desire to make certain amendments to the Credit Agreement and extend the Maturity Date of the Credit Agreement;


NOW THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:


Paragraph 1. Definitions. Unless otherwise defined in this Amendment and
----------- Extension, capitalized terms used herein shall have the meaning set forth in the Credit Agreement.


Paragraph 2. Amendment of certain definitions in the Credit Agreement.
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(a) Effective as of the Effective Date, the definition of "Applicable
Amount" contained in Section 1.1 of the Credit Agreement is hereby amended
in its entirety to read as follows:


"Applicable Amount" means, for any day, with respect to outstanding
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Loans of the Types referred to below, and the facility fees, utilization
fees and letter of credit fees referred to below, as the case may be, the
per annum amount set forth below under the caption "Facility Fee",
"Applicable Margin for Offshore Rate Loans", "Utilization Fee" or "Letter
of Credit Fee", as the case may be, based upon the ratings by Moody's and
S&P, respectively, applicable on such date to the Index Debt (hereinafter
defined):


===========================================================================================================================
Pricing Level Applicable Amount (in basis points per annum) ===========================================================================================================================
Rating of Applicable Margin for
Index Debt Facility Fee Offshore Rate Loans Utilization Fee Letter of Credit
Fee =========================================================================================================================== A+ or higher by S&P and A1 or 7.5 bps 22.5 bps 10.0 bps 22.5 bps
higher by Moody's - --------------------------------------------------------------------------------------------------------------------------- A by S&P and A2 by Moody's 8.0 bps 27.0 bps 10.0 bps 27.0 bps - --------------------------------------------------------------------------------------------------------------------------- A- by S&P and A3 by Moody's 9.5 bps 40.5 bps 10.0 bps 40.5 bps - ---------------------------------------------------------------------------------------------------------------------------
BBB+ by S&P and Baa1 by 11.0 bps 64.0 bps 12.5 bps 64.0 bps
Moody's - --------------------------------------------------------------------------------------------------------------------------- BBB by S&P and Baa2 by Moody's 13.5 bps 74.0 bps 12.5 bps 74.0 bps - ---------------------------------------------------------------------------------------------------------------------------
BBB- by S&P and Baa3 by 17.5 bps 82.5 bps 25.0 bps 82.5 bps
Moody's - --------------------------------------------------------------------------------------------------------------------------- Lower than BBB- by S&P and 25.0 bps 125.0 bps 25.0 bps 125.0 bps Baa3 by Moody's or unrated ===========================================================================================================================


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 the lowest of the categories above; (ii) if
the ratings established or deemed to have been established by Moody's
and S&P for the Index Debt shall fall within different categories
which are one level apart, the Applicable Amount shall be based on the
lower of the two ratings, and if the ratings shall fall within
different categories which are more than one level apart, the
Applicable Amount shall be based on the level that is one level higher
than the lower of the two ratings; and (iii) if the ratings
established or deemed to have been established by Moody's and S&P for
the Index Debt shall be changed (other than as a result of a change in
the rating system of Moody's or S&P), such change shall be effective
as of the date on which it is first announced by the applicable rating
agency. "Index Debt" means senior, unsecured, long-term indebtedness
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for borrowed money of the Company that is not guaranteed by any other
Person or subject to any other credit enhancement. Each change in the
Applicable Amount shall apply during the period commencing on the
effective date of such change and ending on the date immediately
preceding the effective date of the next such change. If the rating
system of Moody's or S&P shall change, or if either such rating agency
shall cease to be in the business of rating corporate debt
obligations, the Company and the Lenders shall negotiate in good faith
to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the
effectiveness of any such amendment, the Applicable Amount shall be
determined by reference to the rating most recently in effect prior to
such change or cessation.


(b) Effective as of the Effective Date, the definition of
"Material Adverse Effect" contained in Section 1.1 of the Credit
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Agreement is hereby amended in its entirety to read as follows:


2


"Material Adverse Effect" means (i) a material adverse effect upon the
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business, operations, properties, assets, business prospects or condition
(financial or otherwise) of the Company and its Subsidiaries, taken as a
whole; provided however, a downgrade by S&P and/or Moody's of their
respective rating of the Company's Index Debt shall not, in and of itself,
be deemed to be a Material Adverse Effect, but for purposes of clarity in
interpreting the foregoing, it is agreed that the event, change,
circumstance or condition that causes such downgrade (or an announcement of
a potential downgrade or a review for possible ratings change) of the
Company's Index Debt rating, and the effect or change caused by such
downgrade (or an announcement of a potential downgrade or a review for
possible ratings change) of the Company's Index Debt rating, will be
considered in whether there has been a Material Adverse Effect; provided
further the fact that the Company is unable to issue Indebtedness in the
commercial paper market due to market conditions generally affecting the
commercial paper market shall not, in and of itself, be deemed to be a
Material Adverse Effect; or (ii) a material impairment of the ability of
the Company to perform the Obligations or of the Lenders to enforce the
Obligations.


Paragraph 3. Amendment to Section 2.14 of the Credit Agreement. Effective
------------------------------------------------- as of the Effective Date, Section 2.14 of the Credit Agreement is hereby amended in its entirety to read as follows:


2.14 Use of Proceeds of Loans. The Company may use the proceeds of
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Loans to provide liquidity for commercial paper, for working capital,
capital expenditures, acquisitions, mergers, and other general corporate
purposes not in contravention of any Requirement of Law or of any Loan
Document; provided however, (i) no portion of the proceeds of any Loan
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shall be used in connection with the acquisition of a voting interest of
five percent or more in any Person if such acquisition is opposed by the
board of directors or management of such Person, (ii) no portion of the
proceeds of any Loan shall be used in connection with the purchase,
redemption, retirement or other acquisition, either directly or indirectly, ...