W I T N E S S E T H :
1
CONFORMED COPY
AMENDMENT NO. 1 TO CREDIT AGREEMENTS
AMENDMENT dated as of November 6, 1998 to (i) the Amended and Restated
Five-Year Credit Agreement, (ii) the Amended and Restated 364-Day Credit
Agreement and (iii) the Amended and Restated Reimbursement Agreement, each dated
as of January 30, 1998 (the "Credit Agreements") among KN ENERGY, INC. (the
"Borrower"), the BANKS party thereto (the "Banks") and XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as Administrative Agent (the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreements as
set forth below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreements
has the meaning assigned to such term in the Credit Agreements. Each reference
to "hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in each Credit Agreement shall, after this Amendment becomes
effective, refer to such Credit Agreement as amended hereby.
SECTION 2. Amendment. Section 5.07(a) of each Credit Agreement is
amended by changing the figure "87.00%" to "88.4375%".
SECTION 3. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of each Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default under any Credit Agreement will have occurred
and be continuing on such date.
SECTION 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
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SECTION 6. Effectiveness. This Amendment shall become effective as of
the date of the Credit Agreements on the date (the "Amendment Effective Date")
when the Administrative Agent shall have received from each of the Borrower and
the Required Banks under each Credit Agreement a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the Administrative Agent) that such party has signed a counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
K N ENERGY, INC.
By /s/ Xxxx X. Xxxxxxx
---------------------------------
Title: Vice President & Treasurer
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XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By /s/ Xxxxx X. Xxxxx
---------------------------------
Title: Vice President
BANK OF AMERICA NT & SA
By /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Title: Senior Vice President
THE CHASE MANHATTAN BANK
By /s/ Xxxx Jo. Woodford
---------------------------------
Title: Vice President
NATIONSBANK, N.A.
By /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Title: Senior Vice President
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COMMERZBANK AG LOS ANGELES
BRANCH
By /s/ Christian Jagenberg
---------------------------------
Title: SVP & Manager
By /s/ Xxxx Xxxxxxxx
---------------------------------
Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO
By /s/ Xxxx X. Xxxxx
---------------------------------
Title: First Vice President
SOCIETE GENERALE SOUTHWEST
AGENCY
By /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
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XXXXXXXXXX XXXX-xxx
XXXXXXXXXXX XX,
XXX XXXXXXX AGENCY
By /s/ Xxxxxxxxx Xxxxxx
--------------------------------
Title: Vice President & Manager
By /s/ Xxxxxxx Xxxxxxxxxx
--------------------------------
Title: Asst. Vice President
THE NORTHERN TRUST COMPANY
By /s/ Xxxx X. Xxxxx
--------------------------------
Title: Second Vice President
THE BANK OF NOVA SCOTIA
By /s/ Xxx Xxxxxxx
--------------------------------
Title: Relationship Manager
BARCLAYS BANK PLC
By /s/ Xxxxxxxxx Xxxxxxxx
--------------------------------
Title: Director
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CANADIAN IMPERIAL BANK OF
COMMERCE
By /s/ Xxxxxxx X.X. Xxxxxx
--------------------------------
Title: Authorized Signatory
CREDIT LYONNAIS NEW YORK
BRANCH
By /s/ Philippe Soustra
--------------------------------
Title: Senior Vice President
FIRST UNION NATIONAL BANK
By /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By /s/ Xxxx X. Xxxxx
--------------------------------
Title: Vice President
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XXXXX XXXX xx XXXXXXXXXXX,
XXXXXXX AGENCY
By
--------------------------------
Title:
By
--------------------------------
Title:
THE BANK OF NEW YORK
By /s/ Xxxx X. Xxxx
--------------------------------
Title: Vice President
CITIBANK, N.A.
By /s/ J. Xxxxxxxxxxx Xxxxx
--------------------------------
Title: Attorney-in-Fact
U.S. BANK NATIONAL ASSOCIATION
d/b/a Colorado National Bank
By /s/ Xxxx X. Xxxxxxxx
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Title: Vice President
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DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES
By /s/ Xxxxxx Xxxxxxxxx
--------------------------------
Title: Assistant Treasurer
By /s/ Xxxxx X. Xxxxxx, Xx.
--------------------------------
Title: Assistant Treasurer
KBC BANK N.V.
By /s/ Xxxxxx Xxxxxxxx
--------------------------------
Title: First Vice President
By /s/ Xxxxxx Xxxxx
--------------------------------
Title: Deputy General Manager
ROYAL BANK OF CANADA
By /s/ Xxx X. Xxxxxx
--------------------------------
Title: Senior Manager
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WESTDEUTSCHE LANDESBANK
GIROZENTRALE
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Title: Vice President
By /s/ Xxxxxxxxx X. Xxxxx
--------------------------------
Title: Associate
WACHOVIA BANK, N.A.
By /s/ Xxxxxxx X. Xxxx
--------------------------------
Title: Vice President
XXXXX FARGO BANK (TEXAS),
NATIONAL ASSOCIATION
By /s/ Xxxxxxx X. Xxxxxx
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Title: Vice President
THE BANK OF TOKYO-MITSUBISHI
LTD.
By /s/ Xxxxxx Xxxxx
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Title: Deputy General Manager
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THE LONG-TERM CREDIT BANK
OF JAPAN LIMITED
By /s/ Xxxxx Xxxxxxx
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Title: Head of Southwest Region
NORWEST BANK COLORADO, N.A.
By /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------
Title: Senior Vice President
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XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Administrative Agent
By /s/ Xxxxx X. Xxxxx
-----------------------------------
Title: Vice President
