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 June 18, 2018 (the “Extension Effective Date”) is entered into by and among ONEOK, INC., an Oklahoma corporation (“Borrower”), ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (“Intermediate Partnership”), and ONEOK PARTNERS, L.P., a Delaware limited partnership, (“Partners”, and together with Intermediate Partnership, the “Guarantors”), the undersigned Lenders (as defined in the Credit Agreement) (the “Consenting 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 Credit Agreement effective as of April 18, 2017 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 June 30, 2022 to June 30, 2023 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 June 30, 2023.
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, the Guarantors, 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 and the Guarantors each hereby (a) ratifies and affirms each Loan Document to which it is a party (as modified by the Extension), (b) agrees that all of its obligations and covenants under each Loan Document to which it is a party 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 to which it is a party (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 COTRADICTED 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]
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/ Xxxxxx X. Xxxxx III |
Name: | Xxxxxx X. Xxxxx III |
Title: | Chief Financial Officer, Executive Vice President, Strategic Planning and Corporate Affairs |
ONEOK PARTNERS, L.P. | |
By: | ONEOK Partners GP, L.L.C., its sole general partner |
By: | /s/ Xxxxxx X. Xxxxx III |
Name: | Xxxxxx X. Xxxxx III |
Title: | Chief Financial Officer, Executive Vice President, Strategic Planning and Corporate Affairs |
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP | |
By: | ONEOK ILP GP, L.L.C., its sole General Partner |
By: | /s/ Xxxxxx X. Xxxxx III |
Name: | Xxxxxx X. Xxxxx III |
Title: | Chief Financial Officer, Executive Vice President, Strategic Planning and Corporate Affairs |
CITIBANK, N.A., as Administrative Agent | ||
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Name: Title: | Xxxxxxx X. Maroney Vice President | |
CITIBANK, N.A., as a Lender, L/C Issuer and Swing Line Lender | ||
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Name: Title: | Xxxxxxx X. Maroney Vice President | |
BARCLAYS BANK PLC, as a Lender and L/C Issuer | ||
By: | /s/ Sydney X. Xxxxxx | |
Name: Title: | Sydney G. Dennis Director | |
JPMORGAN CHASE BANK, N.A., as a Lender and L/C Issuer | ||
By: | /s/ Xxxxxxx Xxxxxxxxx | |
Name: Title: | Orlando Castaneda Authorized Officer | |
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender | ||
By: | /s/ Xxxxxxxx Xxxxxx | |
Name: Title: | Xxxxxxxx Miller Vice President | |
MIZUHO BANK, LTD., as a Lender and L/C Issuer | ||
By: | /s/ Xxxxx XxXxxxxxxxx | |
Name: Title: | Xxxxx DeMagistris Authorized Signatory | |
XXXXXX XXXXXXX BANK, N.A., as a Lender and L/C Issuer | ||
By: | /s/ Xxxxxxx Xxxx | |
Name: Title: | Xxxxxxx King Authorized Signatory | |
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and L/C Issuer | ||
By: | /s/ Xxx Xxxxxxxxxx | |
Name: Title: | Xxx Marchbanks Assistant Vice President | |
Signature Page
to Extension Agreement
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender | ||
By: | /s/ Xxxxx Xxxxx | |
Name: Title: | Xxxxx Kumar Authorized Signatory | |
By: | /s/ Xxxxxx Xxxxxxxx | |
Name: Title: | Sophie Bulliard Authorized Signatory | |
Signature Page
to Extension Agreement
THE BANK OF NOVA SCOTIA, HOUSTON BRANCH as a Lender | ||
By: | /s/ Xxxxxxx Xxxxxx | |
Name: Title: | Xxxxxxx Brahim Director | |
Signature Page
to Extension Agreement
THE TORONTO-DOMINION BANK, NEW YORK BRANCH as a Lender | ||
By: | /s/ XXXX XXXXX | |
Name: Title: | XXXX BOZIC AUTHORIZED SIGNATORY | |
Signature Page
to Extension Agreement
MUFG BANK, LTD., formerly know as THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender | ||
By: | /s/ Xxxxxxx X.Xxxxxx | |
Name: Title: | Xxxxxxx X. Warfel Managing Director | |
Signature Page
to Extension Agreement
XXXXXXX SACHS BANK USA, as a Lender | ||
By: | /s/ Xxxxxxx Xxxxx | |
Name: Title: | Xxxxxxx Kratz Authorized Signatory | |
Signature Page
to Extension Agreement
PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||
By: | /s/ Xxxxxxx Xxxxx | |
Name: Title: | Xxxxxxx Monto Senior Vice President | |
Signature Page
to Extension Agreement
U.S BANK NATIONAL ASSOCIATION, as a Lender | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Title: | Xxxx Prigge Senior Vice President | |
Signature Page
to Extension Agreement
BRANCH BANKING AND TRUST COMPANY, as a Lender | ||
By: | /s/ Lincoln XxXxxx | |
Name: Title: | Lincoln LaCour Vice President | |
Signature Page
to Extension Agreement
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender | ||
By: | /s/ Xxxx X Xxx | |
Name: Title: | Ming K Chu Director | |
By: | /s/ Xxxxxxxx Xxxxxxx | |
Name: Title: | Virginia Cosenza Vice President | |
Signature Page
to Extension Agreement
ROYAL BANK OF CANADA, as a Lender | ||
By: | /s/ Xxxxx X. Xxxxxx | |
Name: Title: | Xxxxx X. Allred Authorized Signatory | |
Signature Page
to Extension Agreement
SUMITOMO MITSUI BANKING CORPORATION, as a Lender | ||
By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: Title: | Xxxxx X. Weinstein Managing Director | |
Signature Page
to Extension Agreement
REGIONS BANK, as a Lender | ||
By: | /s/ Xxxxx Xxxxx | |
Name: Title: | Xxxxx Walsh Director | |
Signature Page
to Extension Agreement
BOKF NA, DBA BANK OF OKLAHOMA, as a Lender | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Title: | Nick Cooper Senior Vice President | |
Signature Page
to Extension Agreement
ARVEST BANK, as a Lender | ||
By: | /s/ Xxxx Xxxx | |
Name: Title: | Xxxx Gaut SVP, Commercial Loan Manager | |
Signature Page
to Extension Agreement
