oke2018guarantyagreement






                                                                      Exhibit 10.2                               GUARANTY AGREEMENT          THIS GUARANTY AGREEMENT (the “Agreement”), dated as of November 19, 2018 is made   by ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP and ONEOK PARTNERS, L.P.,   each a Delaware limited partnership (each a “Guarantor” and collectively, the “Guarantors”) in favor of   MIZUHO  BANK,  LTD.,  a  national  banking  association,  as  administrative  agent  (the  “Administrative   Agent”) for the several banks and other financial institutions (the “Lenders”) from time to time party to the   Term  Loan  Agreement,  dated  as  of  the  date  hereof,  by  and  among  and  ONEOK,  INC.,  an  Oklahoma   corporation (the “Borrower”), the Lenders, and the Administrative Agent (as further amended, restated,   supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used   herein  and  not  otherwise  defined  herein  shall  have  the  meanings  assigned  to  such  terms  in  the  Credit   Agreement).                                  W I T N E S S E T H:         WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to establish a term loan  facility for the Borrower;         WHEREAS,  each  Guarantor  is a  direct  or indirect  Subsidiary  of  the  Borrower and  will  derive  substantial benefit from the making of Loans by the Lenders; and         WHEREAS, it is a condition precedent to the obligations of the Administrative Agent and the  Lenders under the Credit Agreement that each Guarantor execute and deliver to the Administrative Agent  this Agreement and each Guarantor wishes to fulfill said condition precedent.         NOW, THEREFORE, in order to induce Lenders to extend the Loans and to make the financial  accommodations as provided for in the Credit Agreement and for other good and valuable consideration,  the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:          Section 1.  Guarantee.  Each Guarantor unconditionally guarantees, jointly with any other   Guarantors from time to time and severally, as a primary obligor and not merely as a surety, the due and   punctual payment and performance of all Obligations, whether at stated maturity, by required prepayment,   upon acceleration, demand or otherwise and whether recovery upon such indebtedness and liabilities may   be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or   case commenced by or against any Loan Party under Debtor Relief Laws, and including interest that accrues   after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws   whether or not the claim for such interest is allowed in such proceeding, including, without limitation, (i)  the due and punctual payment of (A) the principal of and premium, if any, and interest (including interest  accruing during the pendency of any proceeding or case under any Debtor Relief Law, regardless of whether   allowed or allowable in such proceeding or case) on the Loans, when and as due, whether at maturity, by   acceleration,  upon  one  or  more  dates  set  for  prepayment  or  otherwise,  and  (B)  all  other  monetary   obligations,  including  fees,  costs,  expenses  and  indemnities,  whether  primary,  secondary,  direct,   contingent, fixed or otherwise of the Borrower and other Loan Parties to the Administrative Agent and the   Lenders  under  the  Credit  Agreement  and  the  other  Loan  Documents,  and  (ii)  the  due  and  punctual   performance of all covenants, agreements, obligations and liabilities of the Borrower and other Loan Parties   under or pursuant to the Credit Agreement and the other Loan Documents (collectively, the “Guaranteed   Obligations”).  Each Guarantor further agrees that the Guaranteed Obligations may be amended, extended,   refinanced,  modified  or  renewed,  in  whole  or  in  part,  without  notice  to  or  further  assent  from  such   Guarantor, and that such Guarantor will remain bound upon its guarantee notwithstanding any amendment,   extension, refinancing, modification or renewal of any Guaranteed Obligations.  All payments made by a      4836-8547-3920 v.2                   1  





 






 Guarantor under this Agreement shall be made to the Administrative Agent at the Administrative Agent’s   Office in Dollars.          Anything contained herein to the contrary notwithstanding, to the extent that the obligations of  any   Guarantor hereunder would be subject to avoidance as a fraudulent transfer or conveyance under Section   548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar   federal or state law, the obligations of such Guarantor hereunder shall be limited to an aggregate amount   equal  to  the  largest  amount  that  would  not  render  its  obligations  hereunder  subject  to  such  avoidance   provisions.            Section 2.  Obligations Not Waived.  To the fullest extent permitted by applicable law, each   Guarantor  waives  presentment  or  protest  to,  demand  of  or  payment  from  the  Borrower  or  any  other   guarantor of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and  notice of protest for nonpayment.  To the fullest extent permitted by applicable law, the obligations of each  Guarantor hereunder shall not be affected by (i) the failure of the Administrative Agent or any Lender to  assert any claim or demand or to enforce or exercise any right or remedy against the Borrower or any other  guarantor under the provisions of the Credit Agreement, any other Loan Document or otherwise, (ii) any  rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of,  this Agreement, any other Loan Document, any guarantee or any other agreement, or (iii) the failure to  perfect  any  security  interest  in,  or  the  release  of,  any  of  the  security  held  by  or  on  behalf  of  the  Administrative Agent or any Lender.          Section 3.  Guarantee  of  Payment.   Each  Guarantor  further  agrees  that  its  guarantee   constitutes a guarantee of payment when due and not of collection, and waives any right to require that any  resort be had by the Administrative Agent or any Lender to any security held for payment of the Guaranteed  Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or  any Lender in favor of the Borrower or any other Person.          Section 4.  No  Discharge  or  Diminishment  of  Guarantee.   The  obligations  of  each   Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any   reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including any   claim of waiver, release, surrender, alteration, or compromise of any of the Guaranteed Obligations with   respect to any other obligor, and shall not be subject to any defense or setoff, counterclaim, recoupment or   termination  whatsoever  by  reason  of  the  invalidity,  illegality  or  unenforceability  of  the  Guaranteed   Obligations  or  otherwise.   Without  limiting  the  generality  of  the  foregoing,  the  obligations  of  each   Guarantor  hereunder  shall  not  be  discharged or  impaired  or  otherwise  affected  by  the  failure  of  the   Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under the   Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any   provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the   Guaranteed Obligations, or by any other act or omission that may or might in any manner or to any extent   vary the risk of the Guarantors or that would otherwise operate as a discharge of the Guarantors as a matter   of law or equity (other than the indefeasible payment in cash of the Obligations).          Section 5.  Defenses of Borrower Waived.  To the fullest extent permitted by applicable law,   each  Guarantor  waives  any  defense  based  on  or  arising  out  of  any  defense  of  any  Loan  Party  or  the  unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from  any cause of the liability of any Loan Party, other than the final and indefeasible payment in full in cash of  the Guaranteed Obligations.  The Administrative Agent and the Lenders may, at their election, foreclose  on  any  security  held  by  one  or  more  of  them  by  one  or  more  judicial  or  nonjudicial  sales,  accept  an  assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed  Obligations, make any other accommodation with any other Loan Party or any other guarantor, without     4836-8547-3920 v.2                   2 





 






 affecting  or  impairing  in  any  way  the  liability  of  any  Guarantor  hereunder  except  to  the  extent  the   Guaranteed Obligations have been finally and indefeasibly paid in cash.  Pursuant to applicable law, each   Guarantor waives any defense arising out of any such election even though such election operates, pursuant   to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or   remedy of such Guarantor against the Borrower or any other guarantor, as the case may be, or any security.          Section 6.  No Setoff or Deductions.  Each Guarantor shall make all payments hereunder   without setoff or counterclaim.  Each Guarantor agrees to the provisions of Section 3.01 of the Credit   Agreement that are applicable to such Guarantor, and such provisions are hereby incorporated by reference  herein. The obligations of each Guarantor under this paragraph shall survive the payment in full of the  Guaranteed Obligations and termination of this Agreement.            Section 7.  Information.  Each Guarantor assumes all responsibility for being and keeping   itself informed of other Loan Parties’ financial condition and assets, and of all other circumstances bearing   upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks   that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the   Lenders will have any duty to advise any Guarantor of information known to it or any of them regarding   such circumstances or risks.          Section 8.  Indemnity  and  Subrogation.   In  addition  to  all  such  rights  of  indemnity  and   subrogation as the Guarantors may have under applicable law (but subject to Section 9), the Borrower   agrees that (a) in the event a payment shall be made by a Guarantor under this Agreement, the Borrower   shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated   to the rights of the person to whom such payment shall have been made to the extent of such payment and   (b) in the event any assets of a Guarantor shall be sold to satisfy a claim of any Lender under this Agreement,   the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair   market value of the assets so sold.          Section 9.  Subordination.  Notwithstanding any provision of this Agreement to the contrary,   all rights of the Guarantors against the Borrower or any other Loan Party under Section 8 and all other   rights of indemnity, contribution, reimbursement or subrogation under applicable law or otherwise shall be   fully subordinated and junior to the indefeasible prior payment in full in cash of the Guaranteed Obligations.    No failure on the part of the Borrower to make the payments required under applicable law or otherwise   shall in any respect limit the obligations and liabilities of the Guarantors with respect to their obligations   hereunder, and the Guarantors shall remain liable for the full amount of the obligations of the Guarantors   hereunder.  In addition, all Indebtedness and other obligations of the Borrower, and all Indebtedness and   other obligations of any other Loan Party, in each case now or hereafter owing to the Guarantors are hereby   subordinated  in  right  of  payment  to  the  prior  indefeasible  payment  in  full  in  cash  of  the  Guaranteed   Obligations.  If any amount shall be paid to any Guarantor on account of (i) such subrogation, contribution,   reimbursement, indemnity or similar right or (ii) any such Indebtedness or obligations of any Loan Party,   such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and shall   forthwith  be  paid  to  the  Administrative  Agent  to  be  credited  against  the  payment  of  the  Guaranteed   Obligations,  but  without  reducing  or affecting in any  manner the  liability  of the  Guarantors  under  this   Guaranty; provided that payments of Indebtedness and other obligations owing by the Borrower or other   Loan Party to the Guarantors at a time when there does not exist a Default or Event of Default shall not be   held in trust or paid to the Administrative Agent.          Section 10. Representations and Warranties.  Each Guarantor represents and warrants as to   itself that all representations and warranties relating to it (as a Subsidiary of the Borrower) contained in the   Credit Agreement are true and correct in all material respects, except that such materiality qualifier shall  not apply to the extent that any such representation and warranty is qualified by materiality.    4836-8547-3920 v.2                    3  





 






       Section 11. Termination;  Reinstatement.   This  Guaranty  is  a  continuing  and  irrevocable   guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect  until the Guaranteed Obligations have been indefeasibly paid in full in cash, all other amounts payable  under this Guaranty have been indefeasibly paid in full in cash and the Lenders have no further commitment  to lend under the Credit Agreement.  Notwithstanding the foregoing, this Agreement shall continue to be  effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation  is  rescinded  or  must  otherwise  be  restored  by  any  Lender  or  any  Guarantor  upon  the  bankruptcy  or  reorganization of the Borrower, any Guarantor or otherwise.  The obligations of the Guarantors under this  paragraph shall survive termination of this Agreement.          Section 12. Stay of Acceleration.  In the event that acceleration of the time for payment of   any of the Guaranteed Obligations is stayed, in connection with any case commenced by or against any   Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless   be payable by the Guarantors immediately upon demand by the Administrative Agent, on behalf of the   Lenders.          Section 13. Expenses.  The Guarantors shall pay on demand all out-of-pocket expenses in any   way relating to the enforcement or protection of the rights of the Administrative Agent and the Lenders   under  this Agreement or  in  respect  of  the  Guaranteed  Obligations,  including  any  incurred  during  any   “workout” or restructuring in respect of the Guaranteed Obligations and any incurred in the preservation,   protection or enforcement of any rights of the Administrative Agent and the Lenders in any proceeding any   Debtor Relief Laws.  The obligations of the Guarantors under this paragraph shall survive the payment in   full of the Guaranteed Obligations and termination of this Agreement.          Section 14. Binding  Effect;  Several Agreement;  Assignments.   Whenever  in  this   Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors   and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors   that are contained in this Agreement shall bind the Guarantors and their successors and assigns and inure   to the benefit of the Administrative Agent, the Lenders and their respective successors and assigns, and the   Lenders may, without notice to the Guarantors and without affecting the Guarantors’ obligations hereunder,   assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part.    This Agreement shall become effective as to each Guarantor when a counterpart hereof is executed on   behalf of such Guarantor.  No Guarantor shall have the right to assign its rights or obligations hereunder or   any interest herein (and any such attempted assignment shall be void).          Section 15.  Waivers; Amendment.            (a)   No failure or delay of the Administrative Agent of any kind in exercising any power or  right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right  or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any  other or further exercise thereof or the exercise of any other right or power.  The rights of the Administrative  Agent hereunder and of the Lenders under the other Loan Documents are cumulative and are not exclusive  of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement  or consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall  be permitted by subsection (b) below, and then such waiver and consent shall be effective only in the  specific instance and for the purpose for which given.  No notice or demand on the Guarantors in any case  shall entitle the Guarantors to any other or further notice in similar or other circumstances.         (b)   Neither this Agreement nor any provision hereof may be waived, amended or modified  except pursuant to a written agreement entered into between the Guarantors with respect to which such     4836-8547-3920 v.2                    4  





 






 waiver, amendment or modification relates and the Administrative Agent in accordance with Section 10.01   of the Credit Agreement.          Section 16. Notices.  All communications and notices hereunder shall be in writing and given   as provided in Section 10.02 of the Credit Agreement.  All communications and notices hereunder to the   Guarantors shall be given to it at its address set forth on Schedule I attached hereto or such other address   as shall be designated by notice given by the Guarantors.          Section 17. Severability.   Any  provision  of  this  Agreement  held  to  be  illegal,  invalid  or   unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality,   invalidity  or unenforceability  without affecting  the  legality,  validity  or  enforceability  of  the  remaining   provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a   particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.          Section 18. Counterparts; Integration.  This Agreement may be executed in counterparts,   each of which shall constitute an original, but all of which when taken together shall constitute a single   contract (subject to Section 14), and shall become effective as provided in Section 14.  Delivery of an   executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a   manually executed counterpart of this Agreement.  This Agreement constitutes the entire agreement among   the  parties  hereto  regarding  the  subject  matters  hereof  and  supersedes  all  prior  agreements  and   understandings, oral or written, regarding such subject matter.          Section 19. Rules of Interpretation.  The rules of interpretation specified in Section 1.02 of   the Credit Agreement shall be applicable to this Agreement.          Section 20. Governing Law; Jurisdiction; Consent to Service of Process.          (a)   This Agreement shall be governed by, and construed in accordance with, the internal laws  of the State of New York.         (b)   EACH  GUARANTOR  (i)  IRREVOCABLY  AND  UNCONDITIONALLY  AGREES  THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND  OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR  OTHERWISE,  AGAINST  THE  ADMINISTRATIVE  AGENT,  ANY  LENDER  OR  ANY  RELATED  PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER  LOAN  DOCUMENT  OR  THE  TRANSACTIONS  RELATING  HERETO  OR  THERETO,  IN  ANY  FORUM  OTHER  THAN  THE  COURTS  OF  THE STATE  OF  NEW  YORK  OR  FEDERAL  COURT  SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, AND IRREVOCABLY AND  UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT  ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE  HEARD  AND  DETERMINED  IN  SUCH  NEW  YORK  STATE  COURT  OR,  TO  THE  FULLEST  EXTENT  PERMITTED  BY  APPLICABLE  LAW,  IN  SUCH  FEDERAL  COURT  AND  (ii)  AGREES  THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE  AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY  OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER  LOAN  DOCUMENT  SHALL  AFFECT  ANY  RIGHT  THAT  THE  ADMINISTRATIVE  AGENT  OR  ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING  TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR  ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.     4836-8547-3920 v.2                    5  





 






       (c)   TO  THE  FULLEST  EXTENT  PERMITTED  BY  APPLICABLE  LAW,   EACH  GUARANTOR  HEREBY  (i)  IRREVOCABLY  AND  UNCONDITIONALLY  WAIVES  ANY  OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY  ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY  OTHER  LOAN  DOCUMENT  IN  ANY  COURT  REFERRED  TO  IN  PARAGRAPH  (B)  OF  THIS  SECTION  AND  THE  DEFENSE  OF  AN  INCONVENIENT  FORUM TO THE  MAINTENANCE  OF  SUCH ACTION OR PROCEEDING IN ANY SUCH COURT, AND (ii) IRREVOCABLY CONSENTS  TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF   THE CREDIT AGREEMENT.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF   ANY  PARTY  HERETO  TO  SERVE  PROCESS  IN  ANY  OTHER  MANNER  PERMITTED  BY   APPLICABLE LAW.          Section 21. Waiver of Jury Trial.  EACH GUARANTOR IRREVOCABLY WAIVES, TO   THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A   TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF   THIS  AGREEMENT  OR  ANY  OTHER  LOAN  DOCUMENT  OR  THE  TRANSACTIONS   CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY   OTHER THEORY), AND CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF   ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER   PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING   WAIVER.          Section 22. Right of Setoff.  If an Event of Default shall have occurred and be continuing,   each Lender and its Affiliates is hereby authorized at any time and from time to time, without prior notice   to the Guarantors, such notice being waived by each Guarantor to the fullest extent permitted by law, to set   off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held   and other Indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account   of any Guarantor against any or all the obligations of the Guarantors now or hereafter existing under this   Agreement and the other Loan Documents, irrespective of whether or not such Person shall have made any   demand  under  this  Agreement  or  any  other  Loan  Document  and  although  such  obligations  may  be   unmatured.  The rights of each Lender under this Section 22 are in addition to other rights and remedies   (including other rights of setoff) that such Lender may have.            Section 23. Additional Guarantors.  Upon the execution and delivery by any Person of a   Guaranty Agreement Joinder and other documents as provided in Section 6.13 of the Credit Agreement,   such Person shall be a party hereto as if an original signatory hereto.          Section 24.  Entire Agreement.  This Agreement and the other Loan Documents represent the   final agreement among 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 among the parties.                              [Remainder of Page is Intentionally Blank]    4836-8547-3920 v.2                    6  





 






              IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day and  year first above written.                                  GUARANTORS:                                                                        ONEOK PARTNERS INTERMEDIATE                                 LIMITED PARTNERSHIP                                                                        By:   ONEOK ILP GP, L.L.C.,                                       its sole General Partner                                                                        By:   /s/ Walter S. Hulse III                                       Walter S. Hulse III, Chief Financial Officer and                                       Executive Vice President, Strategic Planning                                        and Corporate Affairs                                    ONEOK PARTNERS, L.P.                                                                        By:   ONEOK PARTNERS GP, L.L.C.,                                       its sole General Partner                                                                        By:   /s/ Walter S. Hulse III                                       Walter S. Hulse III, Chief Financial Officer and                                       Executive Vice President, Strategic Planning                                        and Corporate Affairs                                                                                                             [Signature Page to Guaranty Agreement]        





 






                              SCHEDULE I TO THE                              GUARANTY AGREEMENT        ONEOK Partners Intermediate Limited Partnership  ONEOK Partners, L.P.  100 West Fifth Street  Tulsa, OK 74102-0871               4836-8547-3920 v.2