NINTH SUPPLEMENTAL INDENTURE, dated as of March 13, 2019 (this Supplemental Indenture), among ONEOK, INC., an Oklahoma corporation (the Company), ONEOK PARTNERS, L.P., a Delaware limited partnership, and ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (each a Guarantor and together, the Guarantors), and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (in such capacity, the Trustee).
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee have heretofore entered into an Indenture, dated as of January 26, 2012 (the Original Indenture); and
WHEREAS, the Company, the Guarantors and the Trustee have heretofore entered into a Seventh Supplemental Indenture, dated as of July 2, 2018 (the Seventh Supplemental Indenture) to the Original Indenture (the Original Indenture, as amended and supplemented from time to time, including without limitation pursuant to the Seventh Supplemental Indenture and this Supplemental Indenture, being referred to herein as the Indenture) establishing the terms of the Companys 5.20% Notes due 2048 (the Notes); and
WHEREAS, acting pursuant to a Company Order delivered to the Trustee in accordance with the terms of the Seventh Supplemental Indenture, the Trustee authenticated and delivered Notes for original issue in an aggregate principal amount of $450,000,000 on July 2, 2018 (the Existing Notes);
WHEREAS, under Section 2.02 of the Seventh Supplemental Indenture, the aggregate principal amount of Notes to be issued may be increased, and such series may be reopened for issuances of additional Notes upon Company Order without the consent of any Holder; and
WHEREAS, by Company Order dated March 13, 2019, the Company has directed the Trustee to issue and authenticate $550,000,000 in aggregate principal amount of Notes (the Additional Notes), which are an additional issuance of Notes, are fungible with the Existing Notes and are consolidated with and form a single series with the Existing Notes;
WHEREAS, in connection with the issuance of the Additional Notes, each of the Guarantors desires to become a guarantor of, and provide a guarantee of, the Additional Notes; and
WHEREAS, all acts and things necessary to make the Additional Notes and Guarantees (as herein defined), when executed by the Company and the Guarantors, respectively, and when the Additional Notes are authenticated and delivered by the Trustee as provided in the Original Indenture and this Supplemental Indenture, the valid and binding obligations of the Company and the Guarantors, and to make this Supplemental Indenture a valid and binding agreement in accordance with the Original Indenture have been done or performed.
NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders of the Additional Notes, as follows:
RELATION TO INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.01. Relation to Indenture.
With respect to the Additional Notes, this Supplemental Indenture constitutes an integral part of the Indenture.