oneoksecondamendmenttocr






                                                                            Exhibit 10.1                      SECOND AMENDMENT TO CREDIT AGREEMENT          This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of  June  26,  2020 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, 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 that certain Credit Agreement effective as of April 18, 2017 among Borrower, the Administrative Agent and the Lenders, as modified by that certain Extension Agreement  dated as of June 18, 2018, and as further modified and amended by that certain First Amendment and  Extension Agreement dated as of May 24, 2019 (as amended, restated, supplemented or otherwise modified  from time to time, the “Credit Agreement”).          B.    Borrower has requested certain amendments to the Credit Agreement.         C.    Administrative Agent and the Required Lenders have agreed, upon the following terms and conditions, to amend the Credit Agreement as provided herein on and as of the Effective Date (as defined  below).          NOW, THEREFORE, the parties hereto agree as follows:          1.    Amendments to Credit Agreement.              (a)     Section  1.01 of  the  Credit  Agreement  is  hereby  amended  to  add  the  following  definitions in the appropriate alphabetical order:                 “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK  Financial Institution.                “Consolidated Net Total Debt” means, as of any date of determination, Indebtedness of the         Borrower and its Subsidiaries on a consolidated basis as of such date, but excluding Indebtedness         of the type described in subsection (c) of the definition thereof, less unrestricted cash and cash         equivalents of the Borrower and its Subsidiaries (provided, however, the amount of unrestricted         cash and cash equivalents that may be deducted from Indebtedness shall not exceed $700,000,000)         that are not subject to any Lien other than a Lien described under Section 7.01(r).                “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK         Financial Institution, a UK Resolution Authority.                “UK Financial Institution” means any BRRD Undertaking (as such term is defined under         the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential         Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended         from  time  to  time)  promulgated  by  the  United  Kingdom  Financial  Conduct  Authority,  which         includes  certain  credit  institutions  and  investment  firms,  and  certain  affiliates  of  such  credit         institutions or investment firms.    4827-4109-3568 v.3 





 






             “UK Resolution Authority” means the Bank of England or any other public administrative         authority having responsibility for the resolution of any UK Financial Institution.               (b)     Section 1.01 of the Credit Agreement is hereby amended to amend and restate the  following definitions in their entirety to read as follows:                “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the         applicable Resolution Authority in respect of any liability of an Affected Financial Institution.                “Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing         Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European         Union, the implementing law, rule, regulation or requirement for such EEA Member Country from         time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the         United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time)         and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of         unsound or failing banks, investment firms or other financial institutions or their affiliates (other         than through liquidation, administration or other insolvency proceedings).                “Leverage Ratio” means, (a) as of the last day of each of the fiscal quarters ending June         30, 2020, September 30, 2020 and December 31, 2020, the ratio of (i)  Consolidated Net Total Debt         as of such date (excluding any amount of Hybrid Securities not to exceed a total of 15% of Total         Capital) to (ii) Adjusted Consolidated EBITDA for the four consecutive fiscal quarters ending on         such date, and (b) as of the last day of all other fiscal quarters, the ratio of (i)  Consolidated Total         Debt as of such date (excluding any amount of Hybrid Securities not to exceed a total of 15% of         Total Capital) to (ii) Adjusted Consolidated EBITDA for the four consecutive fiscal quarters ending         on such date.                “Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution         Authority, the write-down and conversion powers of such EEA Resolution Authority from time to         time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and         conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to         the  United  Kingdom,  any  powers  of  the  applicable  Resolution  Authority  under  the  Bail-In         Legislation  to  cancel,  reduce,  modify  or  change  the  form  of  a  liability  of  any  UK  Financial         Institution or any contract or instrument under which that liability arises, to convert all or part of         that liability into shares, securities or obligations of that person or any other person, to provide that         any such contract or instrument is to have effect as if a right had been exercised under it or to         suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation         that are related to or ancillary to any of those powers.               (c)     Section 5.21 of the Credit Agreement is hereby amended and restated in its entirety  to read as follows:                5.21   Affected  Financial  Institution.   No  Loan  Party  is  an  Affected Financial         Institution.               (d)     Section  10.22 of  the  Credit  Agreement  is  hereby  amended  and  restated  in  its  entirety to read as follows:                10.22  Acknowledgement and Consent to Bail-In of Affected Financial Institutions.          Notwithstanding  anything  to  the  contrary  in  any  Loan  Document  or  in  any  other  agreement,         arrangement or understanding among any such parties, each party hereto acknowledges that any    4827-4109-3568 v.3 





 






                                                                                                 liability of any Lender that is an Affected Financial Institution arising under any Loan Document,         to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers         of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees         to be bound by:                       (a)    the  application  of  any  Write-Down  and  Conversion  Powers  by  the                      applicable  Resolution  Authority  to  any  such  liabilities  arising  hereunder  which                      may be payable to it by any Lender that is an Affected Financial Institution; and                       (b)    the  effects  of  any  Bail-In  Action  on  any  such  liability,  including,  if                      applicable:                              (i)   a reduction in full or in part or cancellation of any such liability;                              (ii)  a conversion of all, or a portion of, such liability into shares or                      other instruments of ownership in such Affected Financial Institution, its parent                      undertaking, or a bridge institution that may be issued to it or otherwise conferred                      on it, and that such shares or other instruments of ownership will be accepted by it                      in lieu of any rights with respect to any such liability under this Agreement or any                      other Loan Document; or                              (iii) the variation of the terms of such liability in connection with the                      exercise of the Write-Down and Conversion Powers of the applicable Resolution                      Authority.                (e)    Exhibit E to the Credit Agreement is hereby amended and restated in its entirety as  set forth on Exhibit E hereto.           2.    Conditions Precedent to Effectiveness.  This Amendment shall be effective as of the date  (the “Effective Date”) that the Administrative Agent shall have received each of the following:                (a)     Amendment. This Amendment, duly executed and delivered by the Borrower, the   Guarantors, the Administrative Agent and the Required Lenders; and               (b)     Fees; Costs and Expenses. Payment of all fees and other amounts due and payable   by any Loan Party to Administrative Agent or Lenders on or prior to the date hereof and, to the extent   invoiced, reimbursement or payment of all reasonable expenses required to be reimbursed or paid by any   Loan Party hereunder, including the reasonable fees and disbursements invoiced through the date hereof   of Administrative Agent’s special counsel, Haynes and Boone, LLP.          3.    Representations and Warranties.  Each Loan Party, as applicable, hereby represents and  warrants to the Lenders that:               (a)     the representations and warranties of the Loan Parties contained in Article V of the   Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of   the Effective Date, except to the extent that such representations and warranties specifically refer to an   earlier date, in which case they are true and correct as of such earlier date (except that such materiality   qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality);   and               (b)     no Default exists on the date hereof after giving effect to this Amendment.    4827-4109-3568 v.3   





 






       4.    Affirmation and Ratification.  Borrower and the Guarantors each hereby (a) ratifies and affirms each Loan Document to which it is a party (as modified by this Amendment), (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 Amendment 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 this  Amendment) shall remain in full force and effect.  In furtherance and not in limitation of the foregoing,  each Guarantor hereby consents to this Amendment.  Except as expressly set forth herein, this Amendment  shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and  remedies of the Administrative Agent, the Lenders (including the Swing Line Lenders) or the L/C Issuers  under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way  affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement  or any other Loan Document.  This Amendment is a Loan Document.           5.    Miscellaneous.  (a) Headings and captions may not be construed in interpreting provisions; and (b) this Amendment may be executed in counterparts, each of which when so executed shall be deemed  to be an original and all of which when taken together shall constitute one and the same instrument. Any  signature  to  this Amendment  may  be  delivered  by  facsimile,  electronic mail  (including  pdf)  or  any  electronic  signature  complying  with  the  U.S.  federal  ESIGN  Act  of  2000  or  the  New  York  Electronic  Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed  to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent  permitted by applicable law.          6.    GOVERNING  LAW;  WAIVER  OF  RIGHT  TO  TRIAL           BY  JURY.  THIS  AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN             ACCORDANCE WITH, THE  LAW  OF  THE  STATE  OF   NEW  YORK.  SECTIONS  10.15(a)   AND  10.16  OF  THE  CREDIT  AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE HEREIN, MUTATIS MUTANDIS.           7.    ENTIRE AGREEMENT.  THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS,  TOGETHER         WITH  THIS  AMENDMENT,  REPRESENT  THE  FINAL  AGREEMENT  BETWEEN  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  BETWEEN            THE  PARTIES.                                  [Signature Pages to Follow]    4827-4109-3568 v.3 





 






       IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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, Treasurer                                                       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                                                Name:  Walter S. Hulse III                                                Title: Chief Financial Officer, Treasurer and                                                       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, Treasurer and                                                       Executive Vice President, Strategic                                                       Planning and Corporate Affairs                                          Signature Page                             to Second Amendment to Credit Agreement 





 






             CITIBANK, N.A.,               as Administrative Agent                By:  /s/ Maureen Maroney                   Name:  Maureen Maroney                   Title:    Vice President               Signature Page  to Second Amendment to Credit Agreement 





 






             CITIBANK, N.A.,               as a Lender, L/C Issuer and Swing Line Lender                By:  /s/ Maureen Maroney                   Name:  Maureen Maroney                   Title:    Vice President               Signature Page  to Second Amendment to Credit Agreement 





 






                                                                            BANK OF AMERICA, N.A.,               as a Lender, L/C Issuer and Swing Line Lender                                               By:  /s/ Kimberly Miller                                        Name:  Kimberly Miller                   Title:    Vice President                                                 Signature Page  to Second Amendment to Credit Agreement 





 






             BARCLAYS BANK PLC,               as a Lender and L/C Issuer                By:  /s/ Jake Lam                   Name:  Jake Lam                   Title:    Assistant Vice President               Signature Page  to Second Amendment to Credit Agreement 





 






                                                                            JPMORGAN CHASE BANK, N.A.,               as a Lender and L/C Issuer                                               By:  /s/ Michael A. Harvey                                      Name:  Michael A. Harvey                   Title:    Authorized Officer                                                                                     Signature Page  to Second Amendment to Credit Agreement 





 






                                                                            MIZUHO BANK, LTD.,               as a Lender and L/C Issuer                                               By:  /s/ Edward Sacks                                           Name:  Edward Sacks                   Title:    Authorized Signatory                                               Signature Page  to Second Amendment to Credit Agreement 





 






             MORGAN STANLEY BANK, N.A.,               as a Lender and L/C Issuer                By:  /s/ Jake Dowden                   Name:  Jake Dowden                   Title:    Authorized Signatory               Signature Page  to Second Amendment to Credit Agreement 





 






             WELLS FARGO BANK, NATIONAL               ASSOCIATION,               as a Lender and L/C Issuer                By:  /s/ Nathan Starr                   Name:  Nathan Starr                   Title:    Director               Signature Page  to Second Amendment to Credit Agreement 





 






                                                                            CREDIT SUISSE AG, CAYMAN ISLANDS               BRANCH,               as a Lender                                               By:  /s/ Nupur Kumar                                            Name:  Nupur Kumar                   Title:    Authorized Signatory                                                               By:  /s/ Michael Dieffenbacher                                  Name:  Michael Dieffenbacher                   Title:    Authorized Signatory                                                                                                                                               Signature Page  to Second Amendment to Credit Agreement 





 






             THE BANK OF NOVA SCOTIA, HOUSTON               BRANCH,               as a Lender                By:  /s/ Joe Lattanzi                   Name:  Joe Lattanzi                   Title:    Managing Director               Signature Page  to Second Amendment to Credit Agreement 





 






             THE TORONTO-DOMINION BANK, NEW YORK               BRANCH,               as a Lender                By:  /s/ Michael Borowiecki                   Name:  Michael Borowiecki                   Title:    Authorized Signatory               Signature Page  to Second Amendment to Credit Agreement 





 






                                                                            MUFG BANK, LTD.,               as a Lender                                               By:  /s/ Anastasiya Bykov                                       Name:  Anastasiya Bykov                   Title:    Authorized Signatory                                 Signature Page  to Second Amendment to Credit Agreement 





 






             GOLDMAN SACHS BANK USA,               as a Lender                By:  /s/ Jamie Minieri                   Name:  Jamie Minieri                   Title:    Authorized Signatory               Signature Page  to Second Amendment to Credit Agreement 





 






             PNC BANK, NATIONAL ASSOCIATION,               as a Lender                By:  /s/ Jennifer L. Shafer                   Name:  Jennifer L. Shafer                   Title:    Vice President               Signature Page  to Second Amendment to Credit Agreement 





 






                                                                            U.S. BANK NATIONAL ASSOCIATION,               as a Lender                                               By:  /s/ Shawn O’Hara                                           Name:  Shawn O’Hara                   Title:    Senior Vice President                                               Signature Page  to Second Amendment to Credit Agreement 





 






                                                                            TRUIST BANK, formerly known as BRANCH               BANKING & TRUST COMPANY,               as a Lender                                               By:  /s/ James Giordano                                         Name:  James Giordano                   Title:    Senior Vice President                                               Signature Page  to Second Amendment to Credit Agreement 





 






                                                                            DEUTSCHE BANK AG NEW YORK BRANCH,               as a Lender                                               By:  /s/ Ming K. Chu                                            Name:  Ming K. Chu                   Title:    Director                                                               By:  /s/ Annie Chung                                            Name:  Annie Chung                   Title:    Director                                               Signature Page  to Second Amendment to Credit Agreement 





 






                                                                            ROYAL BANK OF CANADA,               as a Lender                                               By:  /s/ Grace Garcia                                           Name:  Grace Garcia                   Title:    Authorized Signatory                                               Signature Page  to Second Amendment to Credit Agreement 





 






                                                                            SUMITOMO MITSUI BANKING CORPORATION,               as a Lender                                               By:  /s/ Michael Maguire                                        Name:  Michael Maguire                   Title:    Managing Director                                               Signature Page  to Second Amendment to Credit Agreement 





 






                                                                            REGIONS BANK,               as a Lender                                               By:  /s/ Cody Chance                                            Name:  Cody Chance                   Title:    Vice President                               Signature Page  to Second Amendment to Credit Agreement 





 






                                                                            BOKF NA, DBA BANK OF OKLAHOMA,               as a Lender                                               By:  /s/ J. Nick Cooper                                         Name:  J. Nick Cooper                   Title:    Senior Vice President                                               Signature Page  to Second Amendment to Credit Agreement 





 






                                                                            ARVEST BANK,               as a Lender                                               By:  /s/ David S. Nickel                                        Name:  David S. Nickel                   Title:    Loan Manager, EVP                                              Signature Page  to Second Amendment to Credit Agreement