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CONFORMED COPY
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT dated as of January 8, 1999 to the Amended and Restated
Five-Year Credit Agreement dated as of January 30, 1998 (as heretofore amended,
the "Credit Agreement") among K N 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 Agreement 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 Agreement
has the meaning assigned to such term in the Credit Agreement. 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 the Credit Agreement shall, after this Amendment becomes effective,
refer to such Credit Agreement as amended hereby.
SECTION 2. Amendments to the Credit Agreement. (a) Definitions. (i)
Section 1.01 is amended by the addition in its appropriate alphabetical position
of the following defined terms:
"PEPS Units" means the 8.25% Premium Equity Participating Security
Units issued by the Borrower in November 1998.
(b) Updated Financial Information. Each reference to "1996" in Section
4.04(a) and in the definition of "Borrower's 1996 Form 10-K" is changed to
"1997." Each reference to "1997" in Section 4.04(b) and (c) and in the
definition of "Borrower's Latest Form 10-Q" is changed to "1998".
(c) Year 2000 Readiness. Article 4 is amended by inserting the
following Section 4.13:
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Section 4.13. Year 2000 Readiness. The Borrower has (i)
initiated a review and assessment of all areas within the business and
operations of the Borrower and each of its Subsidiaries (including
those areas affected by suppliers and vendors) that could be adversely
affected by the "Year 2000 Problem" (that is, the risk that computer
applications used by it or any of its subsidiaries (or their respective
suppliers and vendors) may be unable to recognize and perform properly
date-sensitive functions involving certain dates prior to and any date
after December 31, 1999), (ii) developed a plan and timeline for
addressing the Year 2000 Problem on a timely basis and (iii) to date,
implemented such plan in accordance with such timetable. The Borrower
reasonably believes that all mission-critical computer applications
that are material to the business or operations of the Borrower or any
of its Subsidiaries will on a timely basis be able to perform properly
date-sensitive functions for all dates before and from and after
January 1, 2000, except to the extent that a failure to do so could not
reasonably be expected to have any material adverse effect on the
business, financial position, results of operations or prospects of the
Borrower and its Subsidiaries, taken as a whole.
(d) Information. (i) Section 5.01 is amended by changing the respective
numbers of days specified in subsections (a) and (b) to"100" and "50".
(ii) Section 5.01 is further amended by the addition of the following
concluding paragraph:
Information required to be delivered pursuant to clauses
5.01(a), 5.01(b), 5.01(f) or 5.01(g) above shall be deemed to have been
delivered on the date on which the Borrower provides notice to the
Banks that such information has been posted on the Borrower's website
on the Internet at the website address listed on the signature pages
hereof, at xxx.xxx/xxxxx/xxxxxxxx.xxx or at another website identified
in such notice and accessible by the Banks without charge; provided
that (i) such notice may be included in a certificate delivered
pursuant to clause 5.01(c) and (ii) the Borrower shall deliver paper
copies of the information referred to in clauses 5.01(a), 5.01(b),
5.01(f) or 5.01(g) to any Bank which requests such delivery.
(e) Debt. Section 5.07(a) is amended to read in its entirety as
follows:
(a) Consolidated Debt of the Borrower will at no time exceed
the MLP of Consolidated Total Capitalization. "MLP" means Maximum
Leverage Percentage, which is 74.00%, subject to adjustment after the
date hereof as follows: upon issuance of common equity securities
pursuant to
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the PEPS Units at the maturity thereof, the MLP will be reduced to
67.00%.
(f) Minimum Net Worth. Section 5.08 is amended to read in its entirety
as follows:
SECTION 5.08. Minimum Net Worth. Consolidated Net Worth will
at no time be less than an amount equal to the sum of (a)
$1,236,000,000 plus (b) 50% of Consolidated Net Income for each fiscal
quarter of the Borrower ending after December 30, 1998 (but only if
such Consolidated Net Income for such fiscal quarter is a positive
amount).
(g) Minimum Interest Coverage Ratio. Section 5.09 is deleted and
reserved for future use.
(h) Successors and Assigns. Section 9.06 (c) is amended by inserting
immediately after the number "$10,000,000" the words ", unless the
Administrative Agent otherwise agrees in writing".
(i) Pricing Schedule. (i) The table in the Pricing Schedule of the
Credit Agreement is amended to read as follows:
Xxxxx Xxxxx Xxxxx Xxxxx Xxxxx
Xxxxxx I II III IV V
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Euro-Dollar Margin
Utilization < 25% 0.375% 0.475% 0.675% 0.875% 1.125%
Utilization > 25% 0.500% 0.600% 0.800% 1.000% 1.250%
-
CD Margin
Utilization < 25% 0.500% 0.600% 0.800% 1.000% 1.250%
Utilization > 25% 0.625% 0.725% 0.925% 1.125% 1.375%
-
Facility Fee Rate 0.125% 0.150% 0.200% 0.250% 0.375%
(ii) The definition of "Level II Status" is amended to read in its
entirety as follows:
"Level II Status" exists at any date if, at such date, (i) the
Borrower's senior unsecured long-term debt is rated BBB or higher by
S&P and Baa2 or higher by Xxxxx'x and the Borrower's commercial paper
is rated A2 or higher by S&P and P2 or higher by Xxxxx'x and (ii) Level
I Status does not exist.
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(iii) The definition of "Level V Status" is amended to read in its
entirety as follows:
"Level V Status" exists at any date if, at such date no other
Status exists.
(iv) The definition of "Level VI Status" is deleted.
(v) The definition of "Status" is amended to read in its entirety as
follows:
"Status" refers to the determination of which of Level I
Status, Level II Status, Level III Status, Level IV Status or Level V
Status exists at any date.
(vi) The definition of "Utilization" is amended to read in its entirety
as follows:
"Utilization" means, at any date, the percentage equivalent of
a fraction (i) the numerator of which is the sum of the aggregate
outstanding principal amount of the Loans and the aggregate Letter of
Credit Liabilities at such date and (ii) the denominator of which is
the aggregate amount of the Commitments at such date. If for any reason
any Loans or Letter of Credit Liabilities remain outstanding following
termination of the Commitments, Utilization shall be deemed to be in
excess of 25%.
(vii) The definition of "Related Agreement" is deleted.
(viii) The concluding paragraph of the Pricing Schedule is amended to
read in its entirety as follows:
The credit ratings to be utilized for purposes of this
Schedule are those assigned to the senior unsecured long-term debt
securities or commercial paper, as the case may be, of the Borrower
without third-party credit enhancement, and any rating assigned to any
other debt security of the Borrower shall be disregarded. The rating in
effect at any date is that in effect at the close of business on such
date.
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 the Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default under the Credit Agreement will have occurred
and be continuing on such date.
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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.
SECTION 6. Effectiveness. This Amendment shall become effective as of
the date hereof on the date (the "Amendment Effective Date") when the
Administrative Agent shall have received from each of the Borrower and the
Required Banks 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
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Title: Vice President and Treasurer
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XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By /s/ Xxxxxx X. Xxxxxx
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Title: Vice President
BANK OF AMERICA NT & SA
By /s/ Xxxxx X. Xxxxxxxxx
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Title: Senior Vice President
THE CHASE MANHATTAN BANK
By /s/ Xxxxx X. Xxxx
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Title: Vice President
NATIONSBANK, N.A.
By /s/ Xxxxx X. Xxxxxxxxx
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Title: Senior Vice President
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COMMERZBANK AG LOS ANGELES
BRANCH
By /s/ Christian Jagenberg
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Title: Senior Vice President and Manager
By /s/ Xxxx Xxxxxxxx
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Title: Assistant Treasurer
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxxx X. Xxxxx
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Title: First Vice President
SOCIETE GENERALE SOUTHWEST AGENCY
By /s/ Xxxxxxx X. Xxxxxx
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Title: Vice President
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XXXXXXXXXX XXXX-xxx
XXXXXXXXXXX XX,
XXX XXXXXXX AGENCY
By /s/ Xxxxxxx Xxxxxxxxxx
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Title: Assistant Vice President
By /s/ Xxxxxx X. Xxxxxxx
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Title: Associate Director
THE NORTHERN TRUST COMPANY
By /s/ Xxxx X. Xxxxx
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Title: Second Vice President
THE BANK OF NOVA SCOTIA
By /s/ Xxx Xxxxxxx
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Title: Relationship Manager
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BARCLAYS BANK PLC
By
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Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By
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Title:
By
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Title:
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Philippe Soustra
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Title: Senior Vice President
FIRST UNION NATIONAL BANK
By /s/ Xxxxxxx X. Xxxxxxxxxx
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Title: Vice President
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TORONTO DOMINION (TEXAS), INC.
By /s/ Xxxx X. Xxxxx
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Title: Vice President
UBS, AG, Stamford Branch
By /s/ Xxxxxx X. Xxxxx, Xx.
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Title: Executive Director
By /s/ Xxxx X. Xxxxxx
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Title: Associate Director
THE BANK OF NEW YORK
By /s/ Xxx X. Xxxxxxx
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Title: Senior Vice President
CITIBANK, N.A.
By /s/ Xxxx Xxxxxxxxx Packard
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Title: Vice President
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U.S. BANK NATIONAL ASSOCIATION
By /s/ Xxxxxxx X. Xxxxxx
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Title: Senior Vice President
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES
By /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice President
By /s/ Xxxxxx Xxxxxxxxx
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Title: Assistant Treasurer
KBC BANK N.V.
By /s/ Xxxxxx Xxxxx
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Title: Deputy General Manager
By /s/ Xxxxxxx X. Xxxxxx
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Title: Vice President
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WESTDEUTSCHE LANDESBANK GIROZENTRALE
By /s/ Xxxxxxx X. Xxxxxx
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Title: Managing Director
By /s/ Xxxxxxxxx X. Xxxxx
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Title: Associate
WACHOVIA BANK, N.A.
By /s/ Xxxxxxx Xxxx
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Title: Vice President
XXXXX FARGO BANK (TEXAS),
NATIONAL ASSOCIATION
By /s/ Xxxx Xxxxxxxx
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Title: Vice President
THE BANK OF TOKYO-MITSUBISHI LTD.
By /s/ Xxxxx X. Xxxxxxx, P.E.
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Title: Vice President and 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
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Title: Senior Vice President
