Exhibit 10.1
EXECUTION VERSION
EXTENSION
AGREEMENT
(Extension of Maturity Date Pursuant to Section 2.15
of the Credit Agreement)
This EXTENSION AGREEMENT (this “Agreement”) dated as of May 8,
2024 (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”), ONEOK PARTNERS, L.P., a Delaware limited partnership, (“Partners”), and Magellan Midstream Partners, L.P., a Delaware limited partnership
(“Magellan”, and together with Intermediate Partnership and Partners, 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 June 10, 2022 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 10, 2027 to
June 10, 2028 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 10, 2028.
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.