First Amendment to the Amended and Restated Credit Agreement



 Exhibit 10.1 
 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of the 26th day of September, 2008. 
 Recitals: ONEOK, INC., an Oklahoma corporation (the “Borrower”), BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, CITIBANK, N.A., as L/C Issuer, and the financial institutions therein named as Lenders are parties to that certain Amended and Restated Credit Agreement dated as of July 14, 2006 (the
“Credit Agreement”) and the Borrower, the Administrative Agent and the undersigned Lenders are entering into this Amendment for the purpose of (i) reducing the Letter of Credit Sublimit from $500,000,000 to $400,000,000 and
making corresponding reductions in the L/C Issuer Commitment of each L/C Issuer, and (ii) reducing the Swing Line Sublimit from $500,000,000 to $400,000,000. Therefore, in consideration of the mutual agreements and other provisions contained herein,
the parties hereto agree as follows: 
 Paragraph 1. Amendments. Effective as of the Amendment
Effective Date, the following amendments are hereby made to the Credit Agreement: (a) the definition of “L/C Issuer Commitment” is amended by deleting “$250,000,000” and inserting in lieu thereof “$200,000,000”;
(b) the definition of “Letter of Credit Sublimit” is amended by deleting “$500,000,000” and inserting in lieu thereof “$400,000,000”; and (c) the definition of “Swing Line Sublimit” is amended by
deleting “$500,000,000” and inserting in lieu thereof “$400,000,000”. 
 Paragraph 2.
Effectiveness. This Amendment shall become effective as of the date (the “Amendment Effective Date”) the Administrative Agent shall have received a counterpart of this Amendment
executed by the Borrower, the Administrative Agent, each L/C Issuer, the Swing Line Lender and the Required Lenders. 
 Paragraph
3. Governing Law; Miscellaneous. Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meaning set forth in the Credit Agreement. This Amendment (a) shall be
governed by, and construed in accordance with, the internal laws of the State of New York; (b) may be executed in any number of 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, and (c) may be validly executed by facsimile or other electronic transmission. 
 Paragraph 4. Entire Agreement. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT
AMONG THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT 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 RELATING TO THIS SUBJECT MATTER. 
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 IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by
their proper and duly authorized officers to be effective as of the day and year first above written. 
  

	
	ONEOK, INC.
	
	By: /s/ Caron A. Lawhorn
	    Name: Caron A. Lawhorn
	     Title: Sr. Vice President & Chief Accounting Officer
               Acting Chief Financial Officer



 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc. 








	
	 BANK OF AMERICA, N.A., as

	 Administrative Agent

	
	By: /s/ Maria A. McClain
	    Maria A. McClain
	    Vice President


 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc. 








	
	BANK OF AMERICA, N.A., as
	a Lender, L/C Issuer and Swing Line Lender
	
	By: /s/ Stephen J. Hoffman
	    Stephen J. Hoffman
	    Managing Director


 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc. 








	
	CITIBANK, N.A., as
	a Lender and L/C Issuer
	
	By: /s/ Todd J. Mogil
	    Name: Todd J. Mogil
	    Title: Vice President


 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc. 








	
	ABN AMRO BANK N.V., as
	a Lender
	
	By:
                                         
                   
	    Name:
	    Title:
	
	By:
                                         
                   
	    Name:
	    Title:


 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc. 








	
	 JPMORGAN CHASE BANK, NA, as

	 a Lender

	
	 By:
                                         
                   

	     Name:

	     Title:



 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc. 








	
	THE ROYAL BANK OF SCOTLAND plc,
	as a Lender
	
	By: /s/ Brian D. Williams
	    Name: Brian D. Williams
	    Title: Vice President


 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc. 








	
	UBS LOAN FINANCE LLC, as
	a Lender
	
	By: /s/ Irja R. Otsa
	    Name: Irja R. Otsa
	    Title: Associate Director
	
	By: /s/ Richard L. Tavrow
	    Name: Richard L. Tavrow
	    Title: Director


 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc. 








	
	WACHOVIA BANK, NATIONAL ASSOCIATION,
	as a Lender
	
	By: /s/ Shannan Townsend
	    Name: Shannan Townsend
	    Title: Director


 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc. 








	
	SUMITOMO MITSUI BANKING CORPORATION,
	as a Lender
	
	By: /s/ William M. Ginn
	    Name: William M. Ginn
	    Title: General Manager


 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc. 








	
	SUNTRUST BANK, as
	a Lender
	
	By: /s/ Yann Pirio
	    Name: Yann Pirio
	    Title: Director


 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc. 








	
	BANK OF OKLAHOMA N.A., as
	a Lender
	
	By:
                                         
               
	    Name:
	    Title:


 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc. 








	
	UNION BANK OF CALIFORNIA, N.A., as
	a Lender
	
	By: /s/ Bryan P. Read
	    Name: Bryan P. Read
	    Title: Vice President


 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc. 








	
	KBC BANK N.V., as
	a Lender
	
	By:
                                         
                   
	    Name:
	    Title:
	
	By:
                                         
                   
	    Name:
	    Title:


 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc. 








	
	UMB BANK, N.A., as
	a Lender
	
	By:
                                         
                   
	    Name:
	    Title:


 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc. 








	
	ARVEST BANK, as
	a Lender
	
	By: /s/ Rick Gaut
	    Name: Rick Gaut
	    Title: Vice President, Commercial Loan Officer


 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc. 








	
	FIRST COMMERCIAL BANK, LOS ANGELES BRANCH, as a Lender
	
	By:
                                         
                   
	    Name:
	    Title:


 Signature Page to First Amendment to Amended and Restated Credit Agreement 

ONEOK, Inc.