EXTENSION AGREEMENT (Extension of Maturity Date Pursuant to Section 2.15 of Credit Agreement)

 

This EXTENSION AGREEMENT (this “Agreement”) dated as of August 1, 2012 (the “Extension Effective Date”) is entered into by and among ONEOK PARTNERS, L.P., a Delaware limited partnership (“Borrower”), the undersigned Lenders (as defined in the Credit Agreement) (the “Extending 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 Credit Agreement dated as of August 1, 2011 among the Borrower, the Administrative Agent and the Lenders (the “Credit Agreement”).

B.           This Agreement is being executed to evidence Borrower’s requested extension of the Maturity Date from August 1, 2016 to August 1, 2017 pursuant to Section 2.15 of the Credit Agreement (the “Extension”).

C.           Each of the Extending 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 Extending Lender hereby consents to the Extension.

2.           Conditions Precedent to Effectiveness.  This Agreement and the Extension shall be effective as of the date hereof, provided that (a) Administrative Agent shall have received (i) counterparts of this Agreement, executed by Borrower and the Required Lenders, and (ii) a certificate dated as of the Extension Effective Date in the form attached hereto; and (b) any fees required to be paid by the Borrower on or before the Extension Effective Date shall have been paid.  The parties hereto agree that the certificate referenced in this Section 2 shall fulfill the Borrower’s documentary requirements set forth in Section 2.15(f) of the Credit Agreement.

3.           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.

4.           Waiver of Notice Requirements.  Reference is made to clauses (a) through (c) of Section 2.15 of the Credit Agreement which contain certain notice requirements in connection with an extension of the Maturity Date.  By executing this Agreement the Extending Lenders hereby waive the notice provisions in clauses (a) through (c) of Section 2.15 of the Credit Agreement in connection with the Extension.