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EXHIBIT 10.23
FIRST AMENDMENT TO
364-DAY CREDIT AGREEMENT
THIS FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT (this "AMENDMENT") is
effective as of June 28, 2000, among NORTHERN BORDER PARTNERS, L.P., a Delaware
limited partnership ("BORROWER"), NORTHERN BORDER INTERMEDIATE LIMITED
PARTNERSHIP, a Delaware limited partnership ("INTERMEDIATE PARTNERSHIP"), BANK
OF AMERICA, N.A., as Administrative Agent (the "ADMINISTRATIVE AGENT") for the
Lenders under the Credit Agreement hereinafter referenced, and the Lenders (as
defined in the Credit Agreement) party hereto.
Reference is made to the 364-Day Credit Agreement dated as of June 28,
2000 (the "CREDIT AGREEMENT") among Borrower, Administrative Agent, SunTrust
Bank as Syndication Agent, Bank One, NA, as Documentation Agent, and the Lenders
party thereto. Unless otherwise defined in this Amendment, capitalized terms
used herein shall have the meaning set forth in the Credit Agreement; all
Section and Schedule references herein are to Sections and Schedules in the
Credit Agreement; and all Paragraph references herein are to Paragraphs in this
Amendment.
RECITAL
This First Amendment is entered into to correct Section 10.1 of the
Credit Agreement.
Accordingly, for adequate and sufficient consideration, the parties
hereto agree, as follows:
PARAGRAPH 1 AMENDMENT.
1.1 ADDITIONAL DEFINITION.
(c) The following definition shall be alphabetically inserted in
SECTION 1.1 to read as follows:
SENIOR NOTES has the meaning set forth in Section 11.7(a).
1.2 DEBT AND GUARANTIES. SECTION 10.1 is amended by adding the word
"and" to the end of SECTION 10.1(b)(vii) and adding the following new SECTION
10.1(b)(viii):
(viii) The guaranty by Intermediate Partnership of
Borrower's obligations under the Senior Notes;
PARAGRAPH 2. ACKNOWLEDGMENT AND RATIFICATION. As a material inducement to
Administrative Agent and the Lenders to execute and deliver this Amendment,
Borrower and Guarantor each (a) consent to the agreements in this Amendment and
(b) agree and acknowledge that the execution, delivery, and performance of this
Amendment shall in no way release, diminish, impair, reduce, or otherwise affect
the respective obligations of Borrower or Guarantor under the Loan Documents to
which it is a party, which Loan Documents shall remain in full force and effect,
and all guaranties and Rights thereunder are hereby ratified and confirmed.
FIRST AMENDMENT
364-DAY CREDIT AGREEMENT
EFFECTIVE 6/28/00
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PARAGRAPH 3 REPRESENTATIONS. As a material inducement to Lenders to execute and
deliver this Amendment, Borrower and Guarantor each represent and warrant to
Lenders (with the knowledge and intent that Lenders are relying upon the same in
entering into this Amendment) that as of the Effective Date of this Amendment
and as of the date of execution of this Amendment, (a) all representations and
warranties in the Loan Documents 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, and (b) no Potential Default or Default exists.
PARAGRAPH 4 EXPENSES. Borrower shall pay all costs, fees, and expenses paid or
incurred by Administrative Agent incident to this Amendment, including, without
limitation, the reasonable fees and expenses of Administrative Agent's counsel
in connection with the negotiation, preparation, delivery, and execution of this
Amendment and any related documents.
PARAGRAPH 5 MISCELLANEOUS. This Amendment is a "Loan Document" referred to in
the Credit Agreement. The provisions relating to Loan Documents in SECTION 14 of
the Credit Agreement are incorporated in this Amendment by reference. 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, (c) this
Amendment must be construed, and its performance enforced, under New York law,
(d) if any part of this Amendment is for any reason found to be unenforceable,
all other portions of it nevertheless remain enforceable, and (e) 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 6 ENTIRE AGREEMENT. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT ANY 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.
PARAGRAPH 7 PARTIES. This Amendment binds and inures to the benefit of
Borrower, Guarantor, Administrative Agent, Lenders, and their respective
successors and assigns.
The parties hereto have executed this Amendment in multiple
counterparts to be effective as of the Effective Date.
REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES TO FOLLOW.
FIRST AMENDMENT
364-DAY CREDIT AGREEMENT
EFFECTIVE 6/28/00
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NORTHERN BORDER PARTNERS, L.P.
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Chief Financial & Accounting Officer
FIRST AMENDMENT
364-DAY CREDIT AGREEMENT
EFFECTIVE 6/28/00
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NORTHERN BORDER INTERMEDIATE
LIMITED PARTNERSHIP, Guarantor
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Chief Financial & Accounting Officer
FIRST AMENDMENT
364-DAY CREDIT AGREEMENT
EFFECTIVE 6/28/00
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BANK OF AMERICA, N.A.
as Administrative Agent and as a Lender
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Managing Director
FIRST AMENDMENT
364-DAY CREDIT AGREEMENT
EFFECTIVE 6/28/00
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SUNTRUST BANK
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Vice President
FIRST AMENDMENT
364-DAY CREDIT AGREEMENT
EFFECTIVE 6/28/00
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BANK ONE, N.A.
By: /s/ XXXXXX XXXXXX
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Name: Xxxxxx Xxxxxx
Title: First Vice President
FIRST AMENDMENT
364-DAY CREDIT AGREEMENT
EFFECTIVE 6/28/00
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XXXXX XXXX XX XXXXXX
By: /s/ XXXXX X. XXXXXXXXX
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Name: XXXXX X. XXXXXXXXX
Title: MANAGER
FIRST AMENDMENT
364-DAY CREDIT AGREEMENT
EFFECTIVE 6/28/00
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THE FUJI BANK, LIMITED
By: /s/ XXXXXXX XXXXXXX
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Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President & Manager
FIRST AMENDMENT
364-DAY CREDIT AGREEMENT
EFFECTIVE 6/28/00
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FIRST NATIONAL BANK OF OMAHA
By: /s/ XXXX XXXX
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Name: Xxxx Xxxx
Title: Vice President
FIRST AMENDMENT
364-DAY CREDIT AGREEMENT
EFFECTIVE 6/28/00
