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 PARTNERS, L.P., a Delaware limited partnership (“Borrower”), ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Guarantor”), 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 the Amended and Restated Credit Agreement effective as of January 31, 2014 among the Borrower, the Administrative Agent and the Lenders (as modified by the Increase and Joinder Agreement dated as of March 10, 2015, and as further 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, Guarantor, 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 Guarantor 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 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, PARTNERS, L.P. | |
By: | ONEOK Partners GP, L.L.C., its sole general partner |
By: | /s/ Xxxxx X. Xxxxxxx |
Xxxxx X. Reiners Senior Vice President, Chief Financial Officer and Treasurer | |
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP | |
By: | ONEOK ILP GP, L.L.C., its sole General Partner |
By: | /s/ Xxxxx X. Xxxxxxx |
Xxxxx X. Reiners Senior Vice President, Chief Financial Officer and Treasurer | |
Signature Page to
CITIBANK, N.A., as Administrative Agent | ||
By: | /s/ Xxxxxxx Xxxxxxx | |
Name: Title: | Xxxxxxx Maroney Vice President | |
Signature Page to
CITIBANK, N.A., as a Lender, L/C Issuer and Swing Line Lender | ||
By: | /s/ Xxxxxxx Xxxxxxx | |
Name: Title: | Xxxxxxx Maroney Vice President | |
Signature Page to
BANK OF AMERICA, N.A., as a Lender and L/C Issuer | ||
By: | /s/ Xxxx X. Xxx | |
Name: Title: | Xxxx X. Fey Director | |
Signature Page to
BARCLAYS BANK PLC, as a Lender and L/C Issuer | ||
By: | /s/ Xxxxxxxxxx Xxxxxx | |
Name: Title: | Xxxxxxxxxx Sutton Vice President | |
Signature Page to
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
MIZUHO BANK, LTD., as a Lender and L/C Issuer | ||
By: | /s/ Xxxx Mo | |
Name: Title: | Xxxx Mo Authorized Signatory | |
Signature Page to
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
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
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
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
Extension Agreement
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender | ||
By: | /s/ Xxxxx Xxxxx | |
Name: Title: | Xxxxx Kumar Authorized Signatory | |
By: | /s/ Xxxxxxx Xxxxxxx | |
Name: Title: | Xxxxxxx Fantoni Authorized Signatory | |
Signature Page to
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
Extension Agreement
XXXXXXX XXXXX BANK USA, as a Lender | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Title: | Xxxx Durkin Authorized Signatory | |
Signature Page to
Extension Agreement
PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||
By: | /s/ Xxx Xxxxxxxx | |
Name: Title: | Xxx Byargeon Managing Director | |
Signature Page to
Extension Agreement
ROYAL BANK OF CANADA, as a Lender | ||
By: | /s/ Xxx Xxxxxx | |
Name: Title: | Xxx Allred Authorized Signatory | |
Signature Page to
Extension Agreement
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
U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Title: | Xxxx Prigge Vice President | |
Signature Page to
Extension Agreement
SUMITOMO MITSUI BANKING CORPORATION, as a Lender | ||
By: | /s/ Xxxxx Xxx | |
Name: Title: | Xxxxx Kee Managing Director | |
Signature Page to
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
Extension Agreement
ARVEST BANK, as a Lender | ||
By: | /s/ Xxxx Xxxx | |
Name: Title: | Xxxx Gaut SVP, Commercial Loan Manager | |
Signature Page to
Extension Agreement
