Second Amendment to Credit Agreement



 Exhibit 10.5 
  
 EXECUTION COPY 
  
 SECOND AMENDMENT TO CREDIT AGREEMENT 
  
 THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is effective as of the 25th day of July 2005 (the “Amendment Effective Date”), among ONEOK, INC., an Oklahoma corporation (the
“Borrower”), BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (the “Administrative Agent”) and as a Lender and L/C Issuer, and the Lenders. 
  
 RECITALS 
  
 WHEREAS, the Borrower, the Administrative Agent and certain financial
institutions (including the Administrative Agent, the “Lenders”) are parties to that certain Credit Agreement dated as of September 17, 2004 (the “Credit Agreement”) as amended by the First Amendment
dated May 4, 2005; 
  
 WHEREAS, the Borrower and undersigned
Lenders desire to amend Section 7.08(a) of the Credit Agreement” pertaining to the debt to capital ratio; 
  
 NOW THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows: 
  
 Paragraph 1. Amendment to Section 7.08(a) of the
Credit Agreement. Section 7.08(a) of the Credit Agreement is hereby amended to read as follows: 
  
 7.08 Debt to Capital. 
  
 (a) Permit Consolidated Total Indebtedness at any time during the periods set forth below to exceed the percentage of Total Capital set
forth opposite such period: 
  

				
	 Period

	  	% of Total Capital

	 
	 7/25/05 through 2/28/06
	  	70.0	%
	 3/01/06 and thereafter
	  	67.5	%

  
 Paragraph 2.
Amendment Effective Date. This Amendment shall be effective as of the Amendment Effective Date, provided that the Administrative Agent shall have received counterparts of this Amendment, executed by the Borrower and the
Required Lenders. 
  
 Paragraph 3. Acknowledgment and
Ratification Representations and Warranties. The Borrower acknowledges and agrees that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the obligations of
the Borrower under the Credit Agreement, which Credit Agreement shall remain in full force and effect, and all rights thereunder are hereby ratified and confirmed. Borrower represents and warrants to the Lenders that as of the date of execution of
this Amendment and as of the Amendment Effective Date: 
  
 (a) (i) all representations and warranties 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, 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 
  

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 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

  

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 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/ Jim Kneale


	Name:	 	Jim Kneale
	Title:	 	Executive Vice President-
	 	 	Finance and Administration
	 	 	and Chief Financial Officer
	 	 	(Principal Financial Officer)










			
	 BANK OF AMERICA, N.A., as
 Administrative
Agent

		
	By:	 	 /s/ Michelle A. Schoenfeld


	 	 	Michelle A. Schoenfeld
	 	 	Senior Vice President
	
	 BANK OF AMERICA, N.A., as
 a Lender and L/C
Issuer

		
	By:	 	 /s/ Michelle A. Schoenfeld


	 	 	Michelle A. Schoenfeld
	 	 	Senior Vice President










			
	 CITIBANK, N.A., as
 a Lender and L/C
Issuer

		
	By:	 	 /s/ Oscar Cragwell.


	 	 	Oscar Cragwell
	 	 	Vice President










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


	Name:	 	 
	Title:	 	 










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


	Name:	 	 
	Title:	 	 










			
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as a
Lender

		
	By:	 	 /s/


	Name:	 	 
	Title:	 	 










			
	 THE ROYAL BANK OF SCOTLAND plc,
 as a
Lender

		
	By:	 	 /s/


	Name:	 	 
	Title:	 	 


  
  








			
	 UBS LOAN FINANCE LLC, as
 a
Lender

		
	By:	 	 /s/


	Name:	 	 
	Title:	 	 


  
  








			
	 SUMITOMO MITSUI BANKING CORPORATION,
 as a Lender

		
	By:	 	 /s/


	Name:	 	 
	Title:	 	 


  
  








			
	 SUNTRUST BANK, as
 a
Lender

		
	By:	 	 /s/


	Name:	 	 
	Title:	 	 


  
  








			
	 BANK OF OKLAHOMA N.A., as
 a
Lender

		
	By:	 	 /s/


	Name:	 	 
	Title:	 	 


  
  








			
	 WESTLB AG, NEW YORK BRANCH, as
 a
Lender

		
	By:	 	 /s/


	Name:	 	 
	Title:	 	 


  
  








			
	 UNION BANK OF CALIFORNIA, N.A., as
 a
Lender

		
	By:	 	 /s/


	Name:	 	 
	Title:	 	 


  
  








			
	 KBC BANK N.V., as
 a
Lender

		
	By:	 	 /s/


	Name:	 	 
	Title:	 	 


  
  








			
	 UMB BANK, N.A., as
 a
Lender

		
	By:	 	 /s/


	Name:	 	 
	Title:	 	 










			
	 ARVEST BANK, as
 a
Lender

		
	By:	 	 /s/


	Name:	 	 
	Title: