THIRD AMENDMENT TO CREDIT AGREEMENT (Commitment Increase Pursuant to Section 2.13 of Credit Agreement)

Exhibit 10.2

THIRD AMENDMENT TO CREDIT AGREEMENT

(Commitment Increase Pursuant to Section 2.13 of Credit Agreement)

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is effective as of the 13^th day of September 2005 (the “Amendment Effective Date”).

RECITALS

WHEREAS, ONEOK, INC., an Oklahoma corporation (the “Borrower”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”) and as a Lender and L/C Issuer, and the financial institutions therein named as Lenders are parties to that certain Credit Agreement dated as of September 17, 2004, as amended by the First Amendment dated as of May 4, 2005, and as amended by the Second Amendment dated as of July 25, 2005 (the “Credit Agreement”);

WHEREAS, the Borrower has elected to increase the Commitments pursuant to Section 2.13 of the Credit Agreement, and this Third Amendment is being executed to document such increase;

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

Paragraph 1. Increase in Commitments Pursuant to Section 2.13 of the Credit Agreement.

(a) Effective as of the Amendment Effective Date, the aggregate amount of the Commitments is increased to $1,200,000,000 and Schedule 2.01 of the Credit Agreement (Commitments and Pro Rata Shares) is revised to read as set forth on Schedule 2.01 attached hereto.

(b) To the extent that Section 2.13 of the Credit Agreement requires notice(s) to Lenders that are different than those that have been given in connection with this Amendment, the Lenders waive such requirements, and agree that the increase in Commitments herein described is effective and the conditions of Section 2.13 of the Credit Agreement are deemed satisfied as of the Amendment Effective Date.

Paragraph 2. Amendment Effective Date. This Amendment shall be effective as of the Amendment Effective Date, provided that the (a) the Administrative Agent shall have received (i) counterparts of this Amendment, executed by the Borrower and the Required Lenders, (ii) the corporate certificate with resolutions attached required by Section 2.13(e)(i)(A) of the Credit Agreement and the legal opinion required by Section 2.13(e)(ii) of the Credit Agreement, and (b) the Borrower shall have paid all fees and expenses that are required to be paid as of the Amendment Effective Date.

Paragraph 3. Acknowledgment and Ratification Representations and Warranties. The Borrower acknowledges and agrees that the Credit Agreement shall remain in full force and effect as amended hereby. Borrower represents and warrants to the Lenders that as of the date of execution of this Amendment and as of the Amendment Effective Date, before and after giving effect to the increase in Commitments herein described:

(a) (i) the representations and warranties set forth in the Credit Agreement are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, in which case they are true and correct as of such earlier date, and for purposes of this Amendment the representations and warranties contained in subsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished by the Borrower pursuant to clauses (a) and (b) of Section 6.01, and (ii) no Default or Event of Default exists;

(b) the execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action, and do not and will not contravene the terms of any of the Borrower’s organizational documents or any Requirement of Law or any indenture or loan or credit agreement or any other material agreement or instrument to which the Borrower is a party or by which it is bound or to which it or its properties are subject;

(c) no authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any other person are necessary for the execution, delivery or performance by the Borrower of this Amendment or for the validity or enforceability thereof, other than routine informational filings with the SEC and/or other Governmental Authorities; and

(d) this Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in equity).

Paragraph 4. Definitions Generally; Governing Law; Miscellaneous. Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meaning set forth in the Credit Agreement. This Amendment shall be governed by the internal laws of the State of New York. Unless stated otherwise, (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, and (c) this Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document.

Paragraph 5. ENTIRE AGREEMENT. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THIS SUBJECT MATTER.

Remainder of Page Intentionally Blank.

Signature Pages to Follow

2

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

ONEOK, INC.
By:		/s/
Name:
Title:

[Signature Page to Third Amendment to Credit Agreement]

BANK OF AMERICA, N.A., as Administrative Agent
By:		/s/    XXXXXXXX X. XXXXXXXXXX
		Xxxxxxxx X. Xxxxxxxxxx
		Senior Vice President
BANK OF AMERICA, N.A., as a Lender and L/C Issuer
By:		/s/    XXXXXXXX X. XXXXXXXXXX
		Xxxxxxxx X. Xxxxxxxxxx
		Senior Vice President

[Signature Page to Third Amendment to Credit Agreement]

CITIBANK, N.A., as a Lender and L/C Issuer
By:		/s/
Name:
Title:

[Signature Page to Third Amendment to Credit Agreement]

ABN AMRO Bank N.V., as a Lender
By:		/s/
Name:
Title:

[Signature Page to Third Amendment to Credit Agreement]

JPMORGAN CHASE BANK, N.A., as successor by merger to BANK ONE, NA, as a Lender
By:		/s/
Name:
Title:

[Signature Page to Third Amendment to Credit Agreement]

WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
By:		/s/
Name:
Title:

[Signature Page to Third Amendment to Credit Agreement]

THE ROYAL BANK OF SCOTLAND plc, as a Lender
By:		/s/
Name:
Title:

[Signature Page to Third Amendment to Credit Agreement]

UBS LOAN FINANCE LLC, as a Lender
By:		/s/
Name:
Title:

[Signature Page to Third Amendment to Credit Agreement]

SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:		/s/
Name:
Title:

[Signature Page to Third Amendment to Credit Agreement]

SUNTRUST BANK, as a Lender
By:		/s/
Name:
Title:

[Signature Page to Third Amendment to Credit Agreement]

BANK OF OKLAHOMA N.A., as a Lender
By:		/s/
Name:
Title:

[Signature Page to Third Amendment to Credit Agreement]

WESTLB AG, NEW YORK BRANCH, as a Lender
By:		/s/
Name:
Title:

[Signature Page to Third Amendment to Credit Agreement]

UNION BANK OF CALIFORNIA, N.A., as a Lender
By:		/s/
Name:
Title:

[Signature Page to Third Amendment to Credit Agreement]

KBC BANK N.V., as a Lender
By:		/s/
Name:
Title:

[Signature Page to Third Amendment to Credit Agreement]

UMB BANK, N.A., as a Lender
By:		/s/
Name:
Title:

[Signature Page to Third Amendment to Credit Agreement]

ARVEST BANK, as a Lender
By:		/s/
Name:
Title:

[Signature Page to Third Amendment to Credit Agreement]

SCHEDULE 2.01

Schedule 2.01

COMMITMENTS

AND PRO RATA SHARES

Lender		Commitment			Pro Rata Share
Bank of America, N.A.		$	152,500,000		12.0000000	%
Citibank, N.A.		$	152,500,000		12.7083333	%
ABN AMRO Bank N.V.		$	115,000,000		9.5833333	%
JPMorgan Chase Bank, NA		$	115,000,000		9.5833333	%
The Royal Bank of Scotland plc		$	115,000,000		9.5833333	%
UBS Loan Finance LLC		$	115,000,000		9.5833333	%
Wachovia Bank, National Association		$	115,000,000		9.5833333	%
Sumitomo Mitsui Banking Corporation		$	65,000,000		5.4166667	%
SunTrust Bank		$	65,000,000		5.0000000	%
Bank of Oklahoma N.A.		$	50,000,000		4.1666667	%
WestLB AG, New York Branch		$	50,000,000		4.0000000	%
Union Bank of California, N.A.		$	30,000,000		2.0000000	%
KBC Bank N.V.		$	25,000,000		2.0000000	%
UMB Bank, N.A.		$	25,000,000		2.0000000	%
ARVEST Bank		$	10,000,000		0.8333333	%
Total		$	1,200,000,000.00		100.0000000	%