EXTENSION AGREEMENT (Extension of Maturity Date Pursuant to Section 2.15 of Credit Agreement)
Exhibit 10.1
(Extension of Maturity Date Pursuant to Section 2.15 of Credit Agreement)
This EXTENSION AGREEMENT (this “Agreement”) dated as of August 1, 2012 (the “Extension Effective Date”) is entered into by and among ONEOK PARTNERS, L.P., a Delaware limited partnership (“Borrower”), the undersigned Lenders (as defined in the Credit Agreement) (the “Extending Lenders”), and CITIBANK, 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).
R E C I T A L S
A. Reference is made to the Credit Agreement dated as of August 1, 2011 among the Borrower, the Administrative Agent and the Lenders (the “Credit Agreement”).
B. This Agreement is being executed to evidence Borrower’s requested extension of the Maturity Date from August 1, 2016 to August 1, 2017 pursuant to Section 2.15 of the Credit Agreement (the “Extension”).
C. Each of the Extending Lenders is entering into this Agreement in order to evidence its consent to the Extension.
NOW, THEREFORE, the parties hereto agree as follows:
1. Consent to Extension. Subject to the satisfaction of the conditions precedent set forth in Paragraph 2 below, each Extending Lender hereby consents to the Extension.
2. Conditions Precedent to Effectiveness. This Agreement and the Extension shall be effective as of the date hereof, provided that (a) Administrative Agent shall have received (i) counterparts of this Agreement, executed by Borrower and the Required Lenders, and (ii) a certificate dated as of the Extension Effective Date in the form attached hereto; and (b) any fees required to be paid by the Borrower on or before the Extension Effective Date shall have been paid. The parties hereto agree that the certificate referenced in this Section 2 shall fulfill the Borrower’s documentary requirements set forth in Section 2.15(f) of the Credit Agreement.
3. Miscellaneous. (a) Headings and captions may not be construed in interpreting provisions; (b) this Agreement shall be governed by, and construed in accordance with, the law of the State of New York; and (c) this Agreement may be executed in any number of counterparts, and by the different parties hereto on separate 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. Delivery of an executed signature page by facsimile or other electronic transmission shall be effective as delivery of a manual executed counterpart.
4. Waiver of Notice Requirements. Reference is made to clauses (a) through (c) of Section 2.15 of the Credit Agreement which contain certain notice requirements in connection with an extension of the Maturity Date. By executing this Agreement the Extending Lenders hereby waive the notice provisions in clauses (a) through (c) of Section 2.15 of the Credit Agreement in connection with the Extension.
[Signature Pages to Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
| ONEOK PARTNERS, L.P. | |||
| By: | ONEOK Partners GP, L.L.C. | ||
| its sole General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxxxxxxx | ||
| Name: | Xxxxxx X. Xxxxxxxxxxx | ||
| Title: | Executive Vice President, Chief Financial | ||
| Officer and Treasurer | |||
Signature Pages
| CITIBANK, N.A., as Administrative Agent, a Lender, | |||||
| L/C Issuer and Swing Line Lender | |||||
| By: | /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | ||||
| Title: | Vice President | ||||
| BARCLAYS BANK PLC, as | ||||
| a Lender and L/C Issuer | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Director |
|
XXXXX FARGO BANK, N.A., as
|
||||
| a Lender and L/C Issuer | ||||
| By: | /s/ Xxxxx Xxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxx | |||
| Title: | Director |
| BANK OF AMERICA, N.A., as a Lender | ||||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Director |
Signature Page
| JPMORGAN CHASE BANK, N.A., as a Lender | ||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Vice President |
| XXXXXX XXXXXXX BANK, N.A., as a Lender | ||||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | Authorized Signatory |
| THE ROYAL BANK OF SCOTLAND PLC, | ||||
|
as a Lender
|
||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Authorised Signatory |
| UBS AG, STAMFORD BRANCH, as a Lender | ||||
| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Associate Director | |||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Associate Director |
Signature Page
to Extension Agreement
| DEUTSCHE BANK AG NEW YORK BRANCH, | ||||
| as a Lender | ||||
| By: | /s/ Xxxx X. Xxx | |||
| Name: | Xxxx X. Xxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxxx Xxxxxxx | |||
| Title: | Vice President |
Signature Page
to Extension Agreement
| XXXXXXX SACHS BANK USA, as a Lender | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Authorized Signatory |
Signature Page
to Extension Agreement
| ROYAL BANK OF CANADA, as a Lender | ||||
| By: | /s/ Xxx Xxxxxx | |||
| Name: | Xxx Xxxxxx | |||
| Title: | Authorized Signatory |
Signature Page
to Extension Agreement
| SUMITOMO MITSUI BANKING CORPORATION, | |||||
|
NEW YORK, as a Lender
|
|||||
| By: | /s/ Xxxxx Xxxx | ||||
| Name: | Xxxxx Xxxx | ||||
| Title: | Managing Director |
Signature Page
to Extension Agreement
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD, | |||||
| as a Lender | |||||
| By: | /s/ Xxxxxx Xxxx | ||||
| Name: | Xxxxxx Xxxx | ||||
| Title: | Managing Director |
Signature Page
to Extension Agreement
| U.S. BANK, NATIONAL ASSOCIATION, | ||||
| as a Lender | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Vice President |
Signature Page
to Extension Agreement
| BOKF, NA, as a Lender | ||||
| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | Assistant Vice President |
Signature Page
to Extension Agreement
| UMB BANK, N.A., as a Lender | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Vice President |
Signature Page
to Extension Agreement
| ARVEST BANK, as a Lender | ||||
| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | Vice President | |||
| Commercial Banker |
Signature Page
to Extension Agreement
