Exhibit



Exhibit 10.1





EXTENSION AGREEMENT
(Extension of Maturity Date Pursuant to Section 2.15 of the Credit Agreement)
This EXTENSION AGREEMENT (this “Agreement”) dated as of June 18, 2018 (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”), and ONEOK PARTNERS, L.P., a Delaware limited partnership, (“Partners”, and together with Intermediate Partnership, 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 April 18, 2017 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 30, 2022 to June 30, 2023 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 30, 2023.


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, 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.  


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 COTRADICTED 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, 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

	Name:
	Walter S. Hulse III

	Title:
	Chief Financial Officer, Executive Vice 
President, Strategic Planning and Corporate Affairs

	 
	 

	ONEOK PARTNERS INTERMEDIATE
LIMITED PARTNERSHIP



	By:
	ONEOK ILP GP, L.L.C.,
its sole General Partner

	 
	 

	By:
	/s/ Walter S. Hulse III

	Name:
	Walter S. Hulse III

	Title:
	Chief Financial Officer, Executive Vice 
President, Strategic Planning and Corporate Affairs










Signature Page
to Extension Agreement













	
			
	CITIBANK, N.A.,
as Administrative Agent



	 
	 

	By:
	/s/ Maureen P. Maroney

	 
	Name:
Title:
	Maureen P. Maroney
Vice President










Signature Page
to Extension Agreement













	
			
	CITIBANK, N.A.,
as a Lender, L/C Issuer and Swing Line Lender



	 
	 

	By:
	/s/ Maureen P. Maroney

	 
	Name:
Title:
	Maureen P. Maroney
Vice President










Signature Page
to Extension Agreement













	
			
	BARCLAYS BANK PLC,
as a Lender and L/C Issuer



	 
	 

	By:
	/s/ Sydney G. Dennis

	 
	Name:
Title:
	Sydney G. Dennis
Director










Signature Page
to Extension Agreement













	
			
	JPMORGAN CHASE BANK, N.A.,
as a Lender and L/C Issuer



	 
	 

	By:
	/s/ Orlando Castaneda

	 
	Name:
Title:
	Orlando Castaneda
Authorized Officer










Signature Page
to Extension Agreement













	
			
	BANK OF AMERICA, N.A.,
as a Lender, L/C Issuer and Swing Line Lender



	 
	 

	By:
	/s/ Kimberly Miller

	 
	Name:
Title:
	Kimberly Miller
Vice President










Signature Page
to Extension Agreement













	
			
	MIZUHO BANK, LTD.,
as a Lender and L/C Issuer



	 
	 

	By:
	/s/ Donna DeMagistris

	 
	Name:
Title:
	Donna DeMagistris
Authorized Signatory










Signature Page
to Extension Agreement













	
			
	MORGAN STANLEY BANK, N.A.,
as a Lender and L/C Issuer



	 
	 

	By:
	/s/ Michael King

	 
	Name:
Title:
	Michael King
Authorized Signatory
















Signature Page
to Extension Agreement













	
			
	WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as a Lender and L/C Issuer



	 
	 

	By:
	/s/ Amy Marchbanks

	 
	Name:
Title:
	Amy Marchbanks
Assistant Vice President










Signature Page
to Extension Agreement













	
			
	CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH,
as a Lender



	 
	 

	By:
	/s/ Nupur Kumar

	 
	Name:
Title:
	Nupur Kumar
Authorized Signatory

	 
	 
	 

	By:
	/s/ Sophie Bulliard

	 
	Name:
Title:
	Sophie Bulliard
Authorized Signatory










Signature Page
to Extension Agreement













	
			
	THE BANK OF NOVA SCOTIA,
HOUSTON BRANCH
as a Lender



	 
	 

	By:
	/s/ Alfredo Brahim

	 
	Name:
Title:
	Alfredo Brahim
Director










Signature Page
to Extension Agreement













	
			
	THE TORONTO-DOMINION BANK, NEW YORK
BRANCH
as a Lender



	 
	 

	By:
	/s/ SAVO BOZIC

	 
	Name:
Title:
	SAVO BOZIC
AUTHORIZED SIGNATORY










Signature Page
to Extension Agreement













	
			
	MUFG BANK, LTD., formerly know as THE BANK
OF TOKYO-MITSUBISHI UFJ, LTD.,
as a Lender



	 
	 

	By:
	/s/ Stephen W.Warfel

	 
	Name:
Title:
	Stephen W. Warfel
Managing Director










Signature Page
to Extension Agreement













	
			
	GOLDMAN SACHS BANK USA,
as a Lender



	 
	 

	By:
	/s/ Rebecca Kratz

	 
	Name:
Title:
	Rebecca Kratz
Authorized Signatory










Signature Page
to Extension Agreement













	
			
	PNC BANK, NATIONAL ASSOCIATION,
as a Lender



	 
	 

	By:
	/s/ Stephen Monto

	 
	Name:
Title:
	Stephen Monto
Senior Vice President










Signature Page
to Extension Agreement













	
			
	U.S BANK NATIONAL ASSOCIATION,
as a Lender



	 
	 

	By:
	/s/ John Prigge

	 
	Name:
Title:
	John Prigge
Senior Vice President










Signature Page
to Extension Agreement













	
			
	BRANCH BANKING AND TRUST COMPANY,
as a Lender



	 
	 

	By:
	/s/ Lincoln LaCour

	 
	Name:
Title:
	Lincoln LaCour
Vice President










Signature Page
to Extension Agreement













	
			
	DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender

	 
	 

	By:
	/s/ Ming K Chu

	 
	Name:
Title:
	Ming K Chu
Director

	 
	 
	 

	By:
	/s/ Virginia Cosenza

	 
	Name:
Title:
	Virginia Cosenza
Vice President








Signature Page
to Extension Agreement













	
			
	ROYAL BANK OF CANADA,
as a Lender



	 
	 

	By:
	/s/ James R. Allred

	 
	Name:
Title:
	James R. Allred
Authorized Signatory










Signature Page
to Extension Agreement













	
			
	SUMITOMO MITSUI BANKING CORPORATION,
as a Lender



	 
	 

	By:
	/s/ James D. Weinstein

	 
	Name:
Title:
	James D. Weinstein
Managing Director










Signature Page
to Extension Agreement













	
			
	REGIONS BANK,
as a Lender



	 
	 

	By:
	/s/ Brian Walsh

	 
	Name:
Title:
	Brian Walsh
Director










Signature Page
to Extension Agreement













	
			
	BOKF NA, DBA BANK OF OKLAHOMA,
as a Lender



	 
	 

	By:
	/s/ Nick Cooper

	 
	Name:
Title:
	Nick Cooper
Senior Vice President










Signature Page
to Extension Agreement













	
			
	ARVEST BANK,
as a Lender



	 
	 

	By:
	/s/ Rick Gaut

	 
	Name:
Title:
	Rick Gaut
SVP, Commercial Loan Manager












Signature Page
to Extension Agreement