EXTENSION AGREEMENT (Extension of Maturity Date Pursuant to Section 2.15 of the Credit Agreement)
Exhibit 10.1
EXECUTION VERSION
(Extension of Maturity Date Pursuant to Section 2.15 of the Credit Agreement)
This EXTENSION AGREEMENT (this “Agreement”) dated as of May 8, 2024 (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”), ONEOK PARTNERS, L.P., a Delaware limited partnership, (“Partners”), and Magellan Midstream Partners, L.P., a Delaware limited partnership (“Magellan”, and together with Intermediate Partnership and Partners, 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 June 10, 2022 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 Xxxxxxxx’s requested extension of the Maturity Date from June 10, 2027 to June 10, 2028 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 10, 2028.
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 (including by electronic mail (including .pdf file, .jpeg file or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or in portable document format), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart hereof or any document to be signed in connection with this Agreement, or a signature page hereto or thereto, in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed original counterpart thereof.
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]
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, Treasurer and Executive Vice President, Investor Relations and Corporate Development | ||
| ONEOK PARTNERS, L.P. | ||
| By: ONEOK Partners GP, L.L.C., its | ||
| By: | /s/ Xxxxxx X. Xxxxx III | |
| Name: Xxxxxx X. Xxxxx III | ||
| Title: Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development | ||
| ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP | ||
| By: ONEOK ILP GP, L.L.C., | ||
| By: | /s/ Xxxxxx X. Xxxxx III | |
| Name: Xxxxxx X. Xxxxx III | ||
| Title: Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development | ||
| MAGELLAN MIDSTREAM PARTNERS, L.P. | ||
| By: Magellan GP, LLC, | ||
| By: | /s/ Xxxxxx X. Xxxxx III | |
| Name: Xxxxxx X. Xxxxx III | ||
| Title: Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development | ||
Signature Page
| CITIBANK, N.A., as Administrative Agent | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxx | ||
| Title: Vice President | ||
Signature Page
| CITIBANK, N.A., as a Consenting Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxx | ||
| Title: Vice President | ||
Signature Page
| BANK OF AMERICA, N.A., as a Consenting Lender | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Director | ||
Signature Page
| THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Consenting Lender | ||
| By: | /s/ Xxx Xxxxxxxx | |
| Name: Xxx Xxxxxxxx | ||
| Title: Managing Director | ||
Signature Page
| BARCLAYS BANK PLC, as a Consenting Lender | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Director | ||
Signature Page
| JPMORGAN CHASE BANK, N.A., as a Consenting Lender | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: Authorized Officer | ||
Signature Page
| MIZUHO BANK, LTD., as a Consenting Lender | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Managing Director | ||
Signature Page
| MUFG BANK, LTD., as a Consenting Lender | ||
| By: | /s/ Xxxxxxxxxx Xxxxx | |
| Name: Xxxxxxxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
Signature Page
to Extension Agreement
| MUFG BANK, LTD., as a Consenting Lender | ||
| By: | /s/ Xxxxxxxxxx Xxxxx | |
| Name: Xxxxxxxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
Signature Page
to Extension Agreement
| THE TORONTO-DOMINION BANK, NEW YORK BRANCH as a Consenting Lender | ||
| By: | /s/ Xxxxxxxx Xxxxxxxx | |
| Name: Xxxxxxxx Xxxxxxxx | ||
| Title: Authorized Signatory | ||
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to Extension Agreement
| XXXXX FARGO BANK, NATIONAL ASSOCIATION as a Consenting Lender | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Managing Director | ||
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to Extension Agreement
| TRUIST BANK, as a Consenting Lender | ||
| By: | /s/ Lincoln XxXxxx | |
| Name: Xxxxxxx XxXxxx | ||
| Title: Director | ||
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to Extension Agreement
| CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Consenting Lender | ||
| By: | /s/ Xxxxx X. Danvers | |
| Name: Xxxxx X. Danvers | ||
| Title: Authorized Signatory | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxxx | ||
| Title: Authorized Signatory | ||
Signature Page
to Extension Agreement
| DEUTSCHE BANK AG NEW YORK BRANCH, as a Consenting Lender | ||
| By: | /s/ Xxxx X. Xxx | |
| Name: Xxxx X. Xxx | ||
| Title: Director | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Vice President | ||
Signature Page
to Extension Agreement
| XXXXXXX XXXXX BANK USA, as a Consenting Lender | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
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to Extension Agreement
| XXXXXX XXXXXXX BANK, N.A., as a Consenting Lender | ||
| By: | /s/ Xxxxxxx Xxxx | |
| Name: Xxxxxxx Xxxx | ||
| Title: Authorized Signatory | ||
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to Extension Agreement
| PNC BANK, NATIONAL ASSOCIATION, as a Consenting Lender | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
Signature Page
to Extension Agreement
| ROYAL BANK OF CANADA, as a Consenting Lender | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
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to Extension Agreement
| REGIONS BANK, as a Consenting Lender | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: Xxxx Xxxxxxxx | ||
| Title: Director | ||
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| SUMITOMO MITSUI BANKING CORPORATION, as a Consenting Lender | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Executive Director | ||
Signature Page
to Extension Agreement
| U.S. BANK NATIONAL ASSOCIATION, as a Consenting Lender | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Senior Vice President | ||
Signature Page
to Extension Agreement
| BOKF NA, DBA BANK OF OKLAHOMA, as a Consenting Lender | ||
| By: | /s/ Xxxxxxx Xxxx | |
| Name: Xxxxxxx Xxxx | ||
| Title: Senior Vice President | ||
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| ARVEST BANK, as a Consenting Lender | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: President of a Bank Region | ||
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