Extension Agreement, dated as of May 8, 2024, among ONEOK, Inc., as borrower, ONEOK Partners Intermediate Limited Partnership, ONEOK Partners, L.P. and Magellan Midstream Partners, L.P., as guarantors, the lenders party thereto, and Citibank, N.A., as administrative agent, swingline lender and letter of credit issuer
Exhibit 10.1
EXECUTION VERSION
EXTENSION AGREEMENT
(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 Borrower’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/ Walter S. Hulse III | |
| Name: Walter S. Hulse 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/ Walter S. Hulse III | |
| Name: Walter S. Hulse 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/ Walter S. Hulse III | |
| Name: Walter S. Hulse 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/ Walter S. Hulse III | |
| Name: Walter S. Hulse III | ||
| Title: Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development | ||
Signature Page
to Extension Agreement
| CITIBANK, N.A., as Administrative Agent | ||
| By: | /s/ Maureen P. Maroney | |
| Name: Maureen P. Maroney | ||
| Title: Vice President | ||
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to Extension Agreement
| CITIBANK, N.A., as a Consenting Lender | ||
| By: | /s/ Maureen P. Maroney | |
| Name: Maureen P. Maroney | ||
| Title: Vice President | ||
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to Extension Agreement
| BANK OF AMERICA, N.A., as a Consenting Lender | ||
| By: | /s/ Megan Baqui | |
| Name: Megan Baqui | ||
| Title: Director | ||
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| THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Consenting Lender | ||
| By: | /s/ Joe Lattanzi | |
| Name: Joe Lattanzi | ||
| Title: Managing Director | ||
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to Extension Agreement
| BARCLAYS BANK PLC, as a Consenting Lender | ||
| By: | /s/ Sydney G. Dennis | |
| Name: Sydney G. Dennis | ||
| Title: Director | ||
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| JPMORGAN CHASE BANK, N.A., as a Consenting Lender | ||
| By: | /s/ Kyle Gruen | |
| Name: Kyle Gruen | ||
| Title: Authorized Officer | ||
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to Extension Agreement
| MIZUHO BANK, LTD., as a Consenting Lender | ||
| By: | /s/ Edward Sacks | |
| Name: Edward Sacks | ||
| Title: Managing Director | ||
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to Extension Agreement
| MUFG BANK, LTD., as a Consenting Lender | ||
| By: | /s/ Anastasiya Bykov | |
| Name: Anastasiya Bykov | ||
| Title: Authorized Signatory | ||
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| MUFG BANK, LTD., as a Consenting Lender | ||
| By: | /s/ Anastasiya Bykov | |
| Name: Anastasiya Bykov | ||
| Title: Authorized Signatory | ||
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| THE TORONTO-DOMINION BANK, NEW YORK BRANCH as a Consenting Lender | ||
| By: | /s/ Jonathan Schwartz | |
| Name: Jonathan Schwartz | ||
| Title: Authorized Signatory | ||
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| WELLS FARGO BANK, NATIONAL ASSOCIATION as a Consenting Lender | ||
| By: | /s/ Nathan Starr | |
| Name: Nathan Starr | ||
| Title: Managing Director | ||
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| TRUIST BANK, as a Consenting Lender | ||
| By: | /s/ Lincoln LaCour | |
| Name: Lincoln LaCour | ||
| Title: Director | ||
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| CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Consenting Lender | ||
| By: | /s/ Scott W. Danvers | |
| Name: Scott W. Danvers | ||
| Title: Authorized Signatory | ||
| By: | /s/ Donovan C. Broussard | |
| Name: Donovan C. Broussard | ||
| Title: Authorized Signatory | ||
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| DEUTSCHE BANK AG NEW YORK BRANCH, as a Consenting Lender | ||
| By: | /s/ Ming K. Chu | |
| Name: Ming K. Chu | ||
| Title: Director | ||
| By: | /s/ Marko Lukin | |
| Name: Marko Lukin | ||
| Title: Vice President | ||
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| GOLDMAN SACHS BANK USA, as a Consenting Lender | ||
| By: | /s/ Andrew Vernon | |
| Name: Andrew Vernon | ||
| Title: Authorized Signatory | ||
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| MORGAN STANLEY BANK, N.A., as a Consenting Lender | ||
| By: | /s/ Michael King | |
| Name: Michael King | ||
| Title: Authorized Signatory | ||
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| PNC BANK, NATIONAL ASSOCIATION, as a Consenting Lender | ||
| By: | /s/ Robert Downey | |
| Name: Robert Downey | ||
| Title: Vice President | ||
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| ROYAL BANK OF CANADA, as a Consenting Lender | ||
| By: | /s/ Michael Sharp | |
| Name: Michael Sharp | ||
| Title: Authorized Signatory | ||
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| REGIONS BANK, as a Consenting Lender | ||
| By: | /s/ Adam Kruithof | |
| Name: Adam Kruithof | ||
| Title: Director | ||
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| SUMITOMO MITSUI BANKING CORPORATION, as a Consenting Lender | ||
| By: | /s/ Mary Harold | |
| Name: Mary Harold | ||
| Title: Executive Director | ||
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| U.S. BANK NATIONAL ASSOCIATION, as a Consenting Lender | ||
| By: | /s/ David Lawrence | |
| Name: David Lawrence | ||
| Title: Senior Vice President | ||
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| BOKF NA, DBA BANK OF OKLAHOMA, as a Consenting Lender | ||
| By: | /s/ Jeffrey Hall | |
| Name: Jeffrey Hall | ||
| Title: Senior Vice President | ||
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| ARVEST BANK, as a Consenting Lender | ||
| By: | /s/ David Nickel | |
| Name: David Nickel | ||
| Title: President of a Bank Region | ||
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