FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 17th, 2022 • ONE Gas, Inc. • Natural gas distribution • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”) is entered into as of March 16, 2021, among ONE GAS, INC., an Oklahoma corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and a L/C Issuer, and JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., Royal Bank of Canada, Truist Bank, U.S. Bank National Association and Wells Fargo Bank, National Association, as L/C Issuers.
ONE GAS, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of January 27, 2014Indenture • January 30th, 2014 • ONE Gas, Inc. • Natural gas distribution • New York
INDENTURE, dated as of January 27, 2014 between ONE Gas, Inc., a corporation duly organized and existing under the laws of the State of Oklahoma (herein called the “Company”), having its principal office at 15 East Fifth Street, Tulsa, Oklahoma 74103, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 5, 2017 among ONE GAS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders and L/C Issuers Party Hereto JPMORGAN CHASE...Credit Agreement • October 6th, 2017 • ONE Gas, Inc. • Natural gas distribution • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”) is entered into as of October 5, 2017, among ONE GAS, INC., an Oklahoma corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and JPMorgan Chase Bank, N.A. Mizuho Bank, Ltd. and U.S. Bank National Association, as L/C Issuers.
CREDIT AGREEMENT Dated as of December 20, 2013 among ONE GAS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders and L/C Issuers Party Hereto THE ROYAL BANK OF SCOTLAND PLC,...Credit Agreement • December 23rd, 2013 • ONE Gas, Inc. • Natural gas distribution • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of December 20, 2013, among ONE GAS, INC., an Oklahoma corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and JPMorgan Chase Bank, N.A. and The Royal Bank of Scotland plc, as L/C Issuers.
CREDIT AGREEMENT Dated as of April 7, 2020 among ONE GAS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and The Other Lenders Party Hereto MIZUHO BANK, LTD., and U.S. BANK NATIONAL ASSOCIATION Co- Syndication Agents BOFA...Credit Agreement • April 7th, 2020 • ONE Gas, Inc. • Natural gas distribution • New York
This CREDIT AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”) is entered into as of April 7, 2020, among ONE GAS, INC., an Oklahoma corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent.
To: ONE Gas, Inc. Tulsa, OK 74103 From: Bank of America, N.A. c/o BofA Securities, Inc. Bank of America Tower at One Bryant Park New York, New York 10036 From: BofA Securities, Inc. Bank of America Tower at One Bryant Park New York, New York 10036ONE Gas, Inc. • September 19th, 2023 • Natural gas distribution
The purpose of this letter agreement (this “Forward Confirmation”) is to confirm the terms and conditions of the transaction entered into between Party A and Party B on the Trade Date specified below (the “Transaction”). This Forward Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
ContractRestricted Unit Award Agreement • February 22nd, 2024 • ONE Gas, Inc. • Natural gas distribution • Oklahoma
ContractPerformance Unit Award Agreement • February 22nd, 2024 • ONE Gas, Inc. • Natural gas distribution • Oklahoma
ONE GAS, INC. $300,000,000 5.10% Senior Notes due 2029 Underwriting AgreementONE Gas, Inc. • December 13th, 2023 • Natural gas distribution • New York
ONE Gas, Inc., an Oklahoma corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $300,000,000 aggregate principal amount of its 5.10% Senior Notes due 2029 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of January 27, 2014 (the “Base Indenture”) between the Company, and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as amended and supplemented and as further supplemented by Supplemental Indenture No. 7 to be dated as of December 13, 2023 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
COMMERCIAL PAPER DEALER AGREEMENT between ONE Gas, Inc., as Issuer and ________________, as Dealer Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement dated as of __________ between the Issuer and ________________, as...Commercial Paper Dealer Agreement • September 10th, 2014 • ONE Gas, Inc. • Natural gas distribution • New York
This agreement (“Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.
CREDIT AGREEMENT Dated as of February 22, 2021 among ONE GAS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and The Other Lenders Party Hereto BOFA SECURITIES, INC., Sole Lead Arranger and Sole Book RunnerCredit Agreement • February 22nd, 2021 • ONE Gas, Inc. • Natural gas distribution • New York
This CREDIT AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”) is entered into as of February 22, 2021, among ONE GAS, INC., an Oklahoma corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent.
ONE GAS, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of [ ] SUBORDINATED DEBT SECURITIESIndenture • June 13th, 2014 • ONE Gas, Inc. • Natural gas distribution • New York
INDENTURE, dated as of [ ] between ONE Gas, Inc., a corporation duly organized and existing under the laws of the State of Oklahoma (herein called the “Company”), having its principal office at 15 East Fifth Street, Tulsa, Oklahoma 74103, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (herein called the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2013 • ONE Gas, Inc. • Natural gas distribution • Oklahoma
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between ONE Gas, Inc., an Oklahoma corporation (the “Corporation”), and (“Indemnitee”).
ONE GAS, INC. Underwriting Agreement April 29, 2020Underwriting Agreement • May 4th, 2020 • ONE Gas, Inc. • Natural gas distribution • New York
ONE Gas, Inc., an Oklahoma corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $300,000,000 aggregate principal amount of its 2.00% Senior Notes due 2030 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of January 27, 2014 (the “Base Indenture”) between the Company, and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented and as further supplemented by Supplemental Indenture No. 3 to be dated as of May 4, 2020 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
ONE GAS, INC. $250,000,000 5.10% Senior Notes due 2029 Underwriting AgreementONE Gas, Inc. • August 12th, 2024 • Natural gas distribution • New York
ONE Gas, Inc., an Oklahoma corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $250,000,000 aggregate principal amount of its 5.10% Senior Notes due 2029 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of January 27, 2014 (the “Base Indenture”) between the Company, and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as amended and supplemented and as further supplemented by Supplemental Indenture No. 8 to be dated as of August 12, 2024 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
ONE GAS, INC. 1,200,000 Shares Common Stock ($0.01 Par Value) Equity Underwriting AgreementONE Gas, Inc. • September 14th, 2023 • Natural gas distribution • New York
ONE Gas, Inc., an Oklahoma corporation (the “Company”) and BofA Securities, Inc., in its capacity as agent for the Forward Purchaser (as defined below) (in such capacity, the “Forward Seller”), at the request of the Company in connection with the Forward Sale Agreement (as defined below), confirm their respective agreements with the Underwriter listed in Schedule 1 hereto (the “Underwriter”) and the Forward Purchaser, subject to the terms and conditions stated in this agreement (this “Agreement”), in connection with (a) subject to Section 12 hereof, the sale (the “Forward Sale”) by the Forward Seller of the number of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), to be sold by the Forward Seller as set forth under the heading “Number of Forward Underwritten Shares to be Purchased” on Schedule 1 hereto (the “Forward Underwritten Shares”) and the purchase by the Underwriter of the number of Forward Underwritten Shares sold to the Underwriter by the
AGREEMENTRestricted Unit Award • February 25th, 2014 • ONE Gas, Inc. • Natural gas distribution
In connection with the separation (the “Separation”) of the local natural gas distribution of ONEOK, Inc. (“ONEOK”) into a separate, publicly traded entity known as ONE Gas, Inc. (the “Company”), the Board of Directors of ONEOK and the Board of Directors of the Company approved the cancellation of certain share-based awards by ONEOK and the issuance of corresponding share-based awards by the Company. The replacement awards are intended to preserve the value of the ONEOK awards immediately prior to the Separation. This Restricted Stock Unit Award Agreement (the “Agreement”) is entered into as of the [____] day of February, 2014, by and between the Company and «Officer_Name» (the “Grantee”), an employee of the Company or a Subsidiary thereof, pursuant to the terms of the ONE Gas, Inc. Equity Compensation Plan (the “Plan”).
ONE GAS, INC. $300,000,000 4.25% Senior Notes due 2032 Underwriting Agreement August 4, 2022ONE Gas, Inc. • August 8th, 2022 • Natural gas distribution • New York
ONE Gas, Inc., an Oklahoma corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $300,000,000 aggregate principal amount of its 4.25% Senior Notes due 2032 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of January 27, 2014 (the “Base Indenture”) between the Company, and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as amended and supplemented and as further supplemented by Supplemental Indenture No. 6 to be dated as of August 8, 2022 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
PERFORMANCE UNIT AWARD AGREEMENTPerformance Unit Award Agreement • February 25th, 2014 • ONE Gas, Inc. • Natural gas distribution
This Performance Unit Award Agreement (the “Agreement”) is entered into as of the [____] day of February, 2014, by and between ONE Gas, Inc. (the “Company”) and «Officer_Name» (the “Grantee”), an employee of the Company or Subsidiary thereof, pursuant to the terms of the ONE Gas, Inc. Equity Compensation Plan (the “Plan”).
TAX MATTERS AGREEMENT DATED AS OF [ ], 2014 BY AND AMONG ONEOK, INC. AND ONE GAS, INC.Tax Matters Agreement • November 21st, 2013 • ONE Gas, Inc. • Natural gas distribution • Oklahoma
This Tax Matters Agreement (this “Agreement”) is entered into as of [ ], 2014 between ONEOK, Inc., an Oklahoma corporation (“Parent”), and ONE Gas, Inc., an Oklahoma corporation (“Spinco” and, together with Parent, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of [ ], 2014, between Parent and Spinco (the “Separation Agreement”).
MASTER TRANSITION SERVICES AGREEMENT by and between ONEOK, INC. and ONE GAS, INC. Dated as of January 14, 2014Master Transition Services Agreement • January 15th, 2014 • ONE Gas, Inc. • Natural gas distribution • Oklahoma
Master Transition Services Agreement, dated as of January 14, 2014 (this “Agreement”), by and between ONEOK, INC. (“Parent”) and ONE GAS, INC. (“Spinco”). All the capitalized terms used in this Agreement shall have the meaning either given those terms or incorporated by reference in the Glossary attached as Exhibit B.
ONE GAS, INC. COMMON STOCK (PAR VALUE $0.01 PER SHARE) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • February 24th, 2023 • ONE Gas, Inc. • Natural gas distribution • New York
This Confirmation sets forth the terms of the agreement of [●] (the “Manager”) with ONE Gas, Inc. (the “Company”) relating to the sale of shares of the Company’s common stock, par value $0.01 per share, having an aggregate gross sales price of up to $300,000,000 pursuant to the Equity Distribution Agreement between the Company and the Managers, Forward Purchasers and Forward Sellers set forth therein, dated February 24, 2023 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein.
SEPARATION AND DISTRIBUTION AGREEMENT by and between ONEOK, INC. and ONE Gas, Inc. Dated as of [ ], 2014Separation and Distribution Agreement • December 23rd, 2013 • ONE Gas, Inc. • Natural gas distribution • Oklahoma
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [ ], 2014, by and between ONEOK, INC., an Oklahoma corporation (“Parent”) and ONE GAS, INC., an Oklahoma corporation (“Spinco”). Each of Parent and Spinco is sometimes referred to herein as a “Party” and collectively, as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in ARTICLE I.
ONE GAS, INC. SUPPLEMENTAL INDENTURE NO. 7 $300,000,000 5.10% Senior Notes due 2029Supplemental Indenture • December 13th, 2023 • ONE Gas, Inc. • Natural gas distribution • New York
THIS SUPPLEMENTAL INDENTURE NO. 7, dated as of December 13, 2023 (this “Supplemental Indenture”), between ONE GAS, INC., an Oklahoma corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”).
ONE GAS, INC. SUPPLEMENTAL INDENTURE NO. 8 $250,000,000 5.10% Senior Notes due 2029Supplemental Indenture • August 12th, 2024 • ONE Gas, Inc. • Natural gas distribution • New York
THIS SUPPLEMENTAL INDENTURE NO. 8, dated as of August 12, 2024 (this “Supplemental Indenture”), between ONE GAS, INC., an Oklahoma corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”).
NONQUALIFIED DEFERRED COMPENSATION PLANONE Gas, Inc. • February 22nd, 2018 • Natural gas distribution • Oklahoma
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2014 • ONE Gas, Inc. • Natural gas distribution • New York
This REGISTRATION RIGHTS AGREEMENT dated January 27, 2014 (this “Agreement”) is entered into by and among ONE Gas, Inc., an Oklahoma corporation (the “Company”), and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, and RBS Securities Inc., as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
RESTRICTED UNIT AWARDRestricted Unit Award Agreement • February 25th, 2014 • ONE Gas, Inc. • Natural gas distribution
This Restricted Stock Unit Award Agreement (the “Agreement”) is entered into as of the [____] day of February, 2014, by and between ONE Gas, Inc. (the “Company”) and «Officer_Name» (the “Grantee”), an employee of the Company or a Subsidiary thereof, pursuant to the terms of the ONE Gas, Inc. Equity Compensation Plan (the “Plan”).
LENDER JOINDER AND COMMITMENT INCREASE AGREEMENT (Commitment Increase Pursuant to Section 2.16 of Credit Agreement)And Commitment Increase Agreement • June 28th, 2024 • ONE Gas, Inc. • Natural gas distribution
This JOINDER AND COMMITMENT INCREASE AGREEMENT (this “Agreement”) dated as of June 27, 2024 (“Increase Effective Date”) is entered into by and among ONE GAS, INC., an Oklahoma corporation (“Borrower”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”), Swing Line Lender and L/C Issuer, the other undersigned L/C Issuers (as defined in the Credit Agreement), and REGIONS BANK (“New Lender”). Capitalized terms used herein and not otherwise defined herein will have the meanings attributed to them in the Credit Agreement (as hereinafter defined).
EXTENSION AGREEMENT (Extension of Maturity Date Pursuant to Section 2.15 of the Credit Agreement)Extension Agreement • October 5th, 2018 • ONE Gas, Inc. • Natural gas distribution • New York
This EXTENSION AGREEMENT (this “Agreement”) dated as of October 5, 2018 (the “Extension Effective Date”) is entered into by and among ONE GAS, INC., an Oklahoma corporation (“Borrower”), the undersigned Lenders (as defined in the Credit Agreement) (the “Consenting Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).
COMMITMENT INCREASE AGREEMENT (Commitment Increase Pursuant to Section 2.16 of Credit Agreement)Commitment Increase Agreement • October 23rd, 2023 • ONE Gas, Inc. • Natural gas distribution
This COMMITMENT INCREASE AGREEMENT (this “Agreement”) dated as of October 20, 2023 (“Increase Effective Date”) is entered into by and among ONE GAS, INC., an Oklahoma corporation (“Borrower”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”), Swing Line Lender and L/C Issuer and, the undersigned Lenders (as defined in the Credit Agreement) who are increasing their Commitments (as defined in the Credit Agreement) (collectively, the “Increasing Lenders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).
Contract2013 Performance Unit Award Agreement • February 25th, 2014 • ONE Gas, Inc. • Natural gas distribution
In connection with the separation (the “Separation”) of the local natural gas distribution of ONEOK, Inc. (“ONEOK”) into a separate, publicly traded entity known as ONE Gas, Inc. (the “Company”), the Board of Directors of ONEOK and the Board of Directors of the Company approved the cancellation of certain share-based awards by ONEOK and the issuance of corresponding share-based awards by the Company. The replacement awards are intended to preserve the value of the ONEOK awards immediately prior to the Separation. This Performance Unit Award Agreement (the “Agreement”) is entered into as of the [____] day of February, 2014, by and between the Company and «Officer_Name» (the “Grantee”), an employee of the Company or Subsidiary thereof, pursuant to the terms of the ONE Gas, Inc. Equity Compensation Plan (the “Plan”).
MANAGEMENT AGREEMENTManagement Agreement • November 21st, 2013 • ONE Gas, Inc. • Natural gas distribution • Oklahoma
THIS MANAGEMENT AGREEMENT (the “Agreement”) is entered into as of [ ], 2014 (the “Effective Date”) by and between ONEOK, INC., an Oklahoma corporation (“Franchisee”), and ONE GAS, INC., an Oklahoma corporation (“Manager”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of [ ], 2014, between Franchisee and Manager (the “Separation Agreement”).
LENDER JOINDER AND COMMITMENT INCREASE AGREEMENT (Commitment Increase Pursuant to Section 2.16 of Credit Agreement)And Commitment Increase Agreement • October 15th, 2024 • ONE Gas, Inc. • Natural gas distribution
This LENDER JOINDER AND COMMITMENT INCREASE AGREEMENT (this “Agreement”) dated as of October 11, 2024 (“Increase Effective Date”) is entered into by and among ONE GAS, INC., an Oklahoma corporation (“Borrower”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”), Swing Line Lender and L/C Issuer, the other undersigned L/C Issuers (as defined in the Credit Agreement), and THE HUNTINGTON NATIONAL BANK (“New Lender”). Capitalized terms used herein and not otherwise defined herein will have the meanings attributed to them in the Credit Agreement (as hereinafter defined).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 23rd, 2013 • ONE Gas, Inc. • Natural gas distribution
This Restricted Stock Unit Award Agreement is entered into as of the [ ] day of [ , 20 ], by and between ONE Gas Company, Inc., an Oklahoma corporation, (the “Company”), and «Officer_Name» (the “Grantee”), an employee of the Company or a Subsidiary thereof, pursuant to the terms of the ONE Gas, Inc. Equity Compensation Plan (the “Plan”).
