EXTENSION AGREEMENT
Exhibit 10.1
(Extension of Maturity Date Pursuant to Section 2.15 of the Credit Agreement)
This EXTENSION AGREEMENT (this “Agreement”) dated as of January 29, 2016 (the “Extension Effective Date”) is entered into by and among ONEOK, 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).
R E C I T A L S
A.Reference is made to the Amended and Restated Credit Agreement effective as of January 31, 2014 among the Borrower, the Administrative Agent and the Lenders (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
B.This Agreement is being executed to evidence Borrower’s requested extension of the Maturity Date from January 31, 2019 to January 31, 2020 pursuant to Section 2.15 of the Credit Agreement (the “Extension”).
C.Each of the Consenting 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 Consenting Lender hereby consents to the Extension, and effective as of the Extension Effective Date, the Maturity Date applicable to each Consenting Lender is January 31, 2020.
2.Conditions Precedent to Effectiveness. This Agreement and the Extension shall be effective as of the date hereof, provided that the Administrative Agent shall have received the following (a) counterparts of this Agreement, executed by the Borrower and Lenders holding more than 50% of the Aggregate Commitments (calculated in accordance with Section 2.15 of the Credit Agreement), (b) a certificate of the Borrower dated as of the date hereof containing the certifications required by Section 2.15(f)(i) of the Credit Agreement, and (c) a fee in the amount separately agreed by the Borrower, for the account of each Consenting Lender.
3.Affirmation and Ratification of Loan Documents. The Borrower hereby (a) ratifies and affirms each Loan Document (as modified by the Extension), (b) agrees that all of its obligations and covenants under each Loan Document shall remain unimpaired by the execution and delivery of this Agreement and the other documents and instruments executed in connection herewith, and (c) agrees that each Loan Document (as modified by the Extension) shall remain in full force and effect. This Agreement is a Loan Document.
4.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.
5.ENTIRE AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES 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.
[Signature Pages to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
ONEOK, INC. | |
By: | /s/ Xxxxx X. Xxxxxxx |
Xxxxx X. Reiners Senior Vice President, Chief Financial Officer and Treasurer | |
Signature Page
to ONEOK, Inc. Extension Agreement
BANK OF AMERICA, N.A., as Administrative Agent | ||
By: | /s/ Xxxxx X. XxXxxxx | |
Name: Title: | Xxxxx X. McClain Vice President | |
Signature Page
to ONEOK, Inc. Extension Agreement
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender | ||
By: | /s/ Xxxx X. Xxx | |
Name: Title: | Xxxx X. Fey Director | |
Signature Page
to ONEOK, Inc. Extension Agreement
BARCLAYS BANK PLC, as a Lender and L/C Issuer | ||
By: | /s/ Xxxxxxxxxx Xxxxxx | |
Name: Title: | Xxxxxxxxxx Sutton Vice President | |
Signature Page
to ONEOK, Inc. Extension Agreement
CITIBANK, N.A., as a Lender and L/C Issuer | ||
By: | /s/ Xxxxxxx Xxxxxxx | |
Name: Title: | Xxxxxxx Maroney Vice President | |
Signature Page
to ONEOK, Inc. Extension Agreement
JPMORGAN CHASE BANK, N.A., as a Lender and L/C Issuer | ||
By: | /s/ Xxxxxx Xxxxx | |
Name: Title: | Xxxxxx Vanek Executive Director | |
Signature Page
to ONEOK, Inc. Extension Agreement
MIZUHO BANK, LTD., as a Lender and L/C Issuer | ||
By: | /s/ Xxxx Mo | |
Name: Title: | Xxxx Mo Authorized Signatory | |
Signature Page
to ONEOK, Inc. Extension Agreement
XXXXXX XXXXXXX BANK, N.A., as a Lender and L/C Issuer | ||
By: | /s/ Xxxxxxx Xxxxx | |
Name: Title: | Xxxxxxx James Authorized Signatory | |
Signature Page
to ONEOK, Inc. Extension Agreement
UBS AG STAMFORD BRANCH, as a Lender and L/C Issuer | ||
By: | /s/ Xxxxxxx Xxxx | |
Name: Title: | Houssem Daly Associate Director | |
By: | /s/ Xxxxxxx Xxxx | |
Name: Title: | Xxxxxxx Chin Director | |
Signature Page
to ONEOK, Inc. Extension Agreement
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and L/C Issuer | ||
By: | /s/ Xxxxxx Xxxxx | |
Name: Title: | Xxxxxx Starr Portfolio Manager | |
Signature Page
to ONEOK, Inc. Extension Agreement
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Lender | ||
By: | /s/ Xxxxxxx X. Xxxxxx | |
Name: Title: | Xxxxxxx X. Warfel Managing Director | |
Signature Page
to ONEOK, Inc. Extension Agreement
BRANCH BANKING AND TRUST COMPANY, as a Lender | ||
By: | /s/ Lincoln XxXxxx | |
Name: Title: | Lincoln LaCour AVP – Corporate Banking Associate | |
Signature Page
to ONEOK, Inc. Extension Agreement
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender | ||
By: | /s/ Xxxx X. Xxx | |
Name: Title: | Xxxx X. Chu Vice President | |
By: | /s/ Xxxxxx Xxxxxx | |
Name: Title: | Xxxxxx Tilden Director | |
Signature Page
to ONEOK, Inc. Extension Agreement
XXXXXXX XXXXX BANK USA, as a Lender | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Title: | Xxxx Durkin Authorized Signatory | |
Signature Page
to ONEOK, Inc. Extension Agreement
PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||
By: | /s/ Xxx Xxxxxxxx | |
Name: Title: | Xxx Byargeon Managing Director | |
Signature Page
to ONEOK, Inc. Extension Agreement
ROYAL BANK OF CANADA, as a Lender | ||
By: | /s/ Xxx Xxxxxx | |
Name: Title: | Xxx Allred Authorized Signatory | |
Signature Page
to ONEOK, Inc. Extension Agreement
SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH, as a Lender | ||
By: | /s/ Xxxxx Xxx | |
Name: Title: | Xxxxx Kee Managing Director | |
Signature Page
to ONEOK, Inc. Extension Agreement
U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Title: | Xxxx Prigge Vice President | |
Signature Page
to ONEOK, Inc. Extension Agreement
BOKF, NA dba BANK OF OKLAHOMA, as a Lender | ||
By: | /s/ Xxxxx X. Xxxxxxx | |
Name: Title: | Xxxxx X. Bridges Vice President | |
Signature Page
to ONEOK, Inc. Extension Agreement
ARVEST BANK, as a Lender | ||
By: | /s/ Xxxx Xxxx | |
Name: Title: | Xxxx Gaut SVP, Commercial Loan Manager | |
Signature Page
to ONEOK, Inc. Extension Agreement
