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2025-01-31
2025-01-31
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
January 31, 2025
ONEOK, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma |
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001-13643 |
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73-1520922 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
100 West Fifth Street; Tulsa, OK
(Address of principal executive offices)
74103
(Zip Code)
(918) 588-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading symbol(s) |
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Name of each exchange on which registered |
Common stock, par value of $0.01 |
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OKE |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Introductory Note
On January 31, 2025 (the “Closing Date”), (i) Elk Merger
Sub I, L.L.C. (“Merger Sub I”), a Delaware limited liability company and direct, wholly-owned subsidiary of ONEOK, Inc., an
Oklahoma corporation (“ONEOK”), merged (the “First Merger”) with and into EnLink Midstream, LLC, a Delaware limited
liability company (“EnLink”), with EnLink surviving the First Merger, and (ii) promptly following the First Merger, EnLink,
as the surviving entity in the First Merger, merged (the “Second Merger” and, together with the First Merger, the “Mergers”)
with and into Elk Merger Sub II, L.L.C. (“Merger Sub II”), a Delaware limited liability company and direct, wholly-owned subsidiary
of ONEOK, with Merger Sub II surviving the Second Merger as a direct, wholly-owned subsidiary of ONEOK. The Mergers were effected pursuant
to the Agreement and Plan of Merger, dated as of November 24, 2024, by and among ONEOK, Merger Sub I, Merger Sub II, EnLink and EnLink
Midstream Manager, LLC, the managing member of EnLink.
As previously announced, following the completion of the Mergers on
the Closing Date, ONEOK effected an internal reorganization of the entities acquired pursuant to the First Merger (the “Internal
Reorganization”).
Item 1.01 Entry into a Material Definitive Agreement.
Supplemental Indentures
On the Closing Date, in connection with the Second Merger, Merger Sub
II, EnLink Midstream Partners, LP, a Delaware limited partnership (“ENLK”), and Computershare Trust Company, N.A., as trustee
(“Computershare”), entered into a supplemental indenture to each of the respective indentures governing EnLink’s outstanding
5.625% Senior Notes due 2028, 5.375% Senior Notes due 2029, 6.500% Senior Notes due 2030 and 5.650% Senior Notes due 2034 (collectively,
the “Assumed EnLink Notes”). Pursuant to each supplemental indenture, Merger Sub II assumed all of the obligations of EnLink,
and EnLink was released from its obligations, under the applicable indenture supplemented thereby and with respect to the applicable series
of Assumed EnLink Notes issued thereunder, and ENLK confirmed its guarantee of the applicable series of Assumed EnLink Notes issued under
such indenture.
The foregoing description of such supplemental indentures does not
purport to be complete and is qualified in its entirety by reference to the full text of such supplemental indentures, copies of which
are filed as Exhibits 4.1, 4.2, 4.3, and 4.4 to this Current Report on Form 8-K (this “Current Report”) and are incorporated
herein by reference.
On the Closing Date, in connection with the Internal Reorganization,
ONEOK, ONEOK Partners, L.P., a Delaware limited partnership (“ONEOK Partners”), ONEOK Partners Intermediate Limited Partnership,
a Delaware limited partnership (“Intermediate Partnership”), Magellan Midstream Partners, L.P., a Delaware limited partnership
(“Magellan”), Merger Sub II, ENLK and Computershare, as trustee, entered into a supplemental indenture to each of the respective
indentures governing the Assumed EnLink Notes. Pursuant to each supplemental indenture, ONEOK assumed all of the obligations of Merger
Sub II, and Merger Sub II was released from its obligations, under the applicable indenture supplemented thereby and with respect to the
applicable series of Assumed EnLink Notes issued thereunder, ENLK confirmed its guarantee of the applicable series of Assumed EnLink Notes
issued under such indenture, and each of ONEOK Partners, Intermediate Partnership, Magellan and Merger Sub II provided a guarantee of
the applicable series of Assumed EnLink Notes issued under such indenture.
The foregoing description of such supplemental indentures does not
purport to be complete and is qualified in its entirety by reference to the full text of such supplemental indentures, copies of which
are filed as Exhibits 4.5, 4.6, 4.7, and 4.8 to this Current Report and are incorporated herein by reference.
On the Closing Date, in connection with the Internal Reorganization,
ONEOK, ONEOK Partners, Intermediate Partnership, Magellan, Merger Sub II, ENLK and Computershare, as trustee, entered into a supplemental
indenture to the indenture governing ENLK’s outstanding 4.150% Senior Notes due 2025, 4.850% Senior Notes due 2026, 5.600% Senior
Notes due 2044, 5.050% Senior Notes due 2045 and 5.450% Senior Notes due 2047 (collectively, the “Assumed ENLK Notes”). Pursuant
to such supplemental indenture, ONEOK assumed all of the obligations of ENLK, and ENLK was released from its obligations under, such indenture
and with respect to the Assumed ENLK Notes, and each of ONEOK Partners, Intermediate Partnership, Magellan, Merger Sub II and ENLK provided
a guarantee of the Assumed ENLK Notes issued under such indenture.
The foregoing description of such supplemental indenture does not purport
to be complete and is qualified in its entirety by reference to the full text of such supplemental indenture, a copy of which is filed
as Exhibit 4.9 to this Current Report and is incorporated by reference herein.
On the Closing Date, in connection with the Internal Reorganization,
ONEOK, ONEOK Partners, Intermediate Partnership, Magellan, Merger Sub II, ENLK and the respective trustees entered into a supplemental
indenture to each of the respective indentures governing ONEOK’s currently outstanding senior notes (collectively, the “Outstanding
ONEOK Notes”) pursuant to which each of Merger Sub II and ENLK provided a guarantee of the applicable series of Outstanding ONEOK
Notes issued under such indenture.
The foregoing description of such supplemental indentures does not
purport to be complete and is qualified in its entirety by reference to the full text of such supplemental indentures, copies of which
are filed as Exhibits 4.10, 4.11, 4.12, 4.13 and 4.14 to this Current Report and are incorporated herein by reference.
On the Closing Date, in connection with the Internal Reorganization,
ONEOK Partners, ONEOK, Intermediate Partnership, Magellan, Merger Sub II, ENLK and Computershare, as trustee, entered into a supplemental
indenture to the indenture governing ONEOK Partners’ currently outstanding senior notes (collectively, the “Outstanding ONEOK
Partners Notes”) pursuant to which each of Merger Sub II and ENLK provided a guarantee of the Outstanding ONEOK Partners Notes issued
under such indenture.
The foregoing description of such supplemental indenture does not purport
to be complete and is qualified in its entirety by reference to the full text of such supplemental indenture, a copy of which is filed
as Exhibit 4.15 to this Current Report and is incorporated by reference herein.
ONEOK Credit Agreement Guarantee
On the Closing Date, in connection with the Internal Reorganization,
Merger Sub II and ENLK entered into a guarantee agreement (the “ONEOK Credit Agreement Guarantee”) guaranteeing the obligations
of ONEOK under its amended and restated credit agreement, dated as of June 10, 2022 (as amended by that certain First Amendment to Amended
and Restated Credit Agreement, dated as of May 26, 2023, the “ONEOK Credit Agreement”) with ONEOK, Citibank, N.A., as administrative
agent, swingline lender, a letter of credit issuer and a lender, and the other lenders, swingline lenders and letter of credit issuers
parties thereto, which guarantee became effective in connection with the completion of the Second Merger and the satisfaction of the other
conditions precedent set forth in the ONEOK Credit Agreement. Under the ONEOK Credit Agreement Guarantee, Merger Sub II and ENLK will
be liable for ONEOK’s obligations under the ONEOK Credit Agreement. Any such liabilities will be senior unsecured obligations of
Merger Sub II and ENLK and will rank equally in right of payment with all existing and future senior unsecured indebtedness of Merger
Sub II and ENLK.
The foregoing description of the ONEOK Credit Agreement Guarantee does
not purport to be complete and is qualified in its entirety by reference to the full text of the ONEOK Credit Agreement Guarantee, a copy
of which has been filed as Exhibit 10.1 to this Current Report and which is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 3, 2025, Charles M. Kelley, Senior Vice President, Commercial
Natural Gas Pipelines and a named executive officer in our most recent proxy statement, provided notice of his intention to retire effective
March 31, 2025.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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4.1 |
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First Supplemental Indenture, dated as of January 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed with the SEC on January 31, 2025, File No. 001-36336). |
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4.2 |
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Second Supplemental Indenture, dated as of January 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed with the SEC on January 31, 2025, File No. 001-36336). |
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4.3 |
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First Supplemental Indenture, dated as of January 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed with the SEC on January 31, 2025, File No. 001-36336). |
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4.4 |
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Second Supplemental Indenture, dated as of January 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.4 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed with the SEC on January 31, 2025, File No. 001-36336). |
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4.5 |
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Third Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee. |
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4.6 |
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Second Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee. |
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4.7 |
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Second Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee. |
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4.8 |
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Third Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee. |
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4.9 |
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Sixth Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee. |
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4.10 |
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Seventh Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C. and The Bank of New York Mellon Trust Company, National Association, as trustee. |
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4.11 |
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Fourteenth Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C., and U.S. Bank Trust Company, National Association, as trustee. |
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4.12 |
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Fourth Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C., and U.S. Bank Trust Company, National Association, as trustee.
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4.13 |
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Sixth Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C. and U.S. Bank Trust Company, National Association, as trustee. |
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4.14 |
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Thirty-Second Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C. and U.S. Bank Trust Company, National Association, as trustee. |
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4.15 |
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Seventeenth Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, ONEOK, Inc., Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C., and Computershare Trust Company, N.A., as trustee. |
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10.1 |
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Guaranty Agreement, dated as of January 31, 2025, by and between Elk Merger Sub II, L.L.C. and EnLink Midstream Partners, LP, in favor of Citibank, N.A., as administrative agent, under the Credit Agreement, dated as of June 10, 2022, by and among ONEOK, Inc., Citibank, N.A. and the other lenders parties thereto. |
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104 |
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ONEOK, INC. |
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Date: February 5, 2025 |
By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer, Treasurer and |
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Executive Vice President, Investor Relations and Corporate Development |
4
Exhibit
4.5
ONEOK,
INC.,
as
Issuer,
ELK
MERGER SUB II, L.L.C.,
ENLINK
MIDSTREAM PARTNERS, LP,
ONEOK
Partners, L.P.,
ONEOK
Partners Intermediate Limited Partnership,
and
Magellan
Midstream Partners, L.P.,
as
Guarantors, and
COMPUTERSHARE
TRUST COMPANY, N.A.,
as
Trustee
THIRD
SUPPLEMENTAL INDENTURE
Dated
as of January 31, 2025
to
Indenture
dated as of April 9, 2019
5.375%
Senior Notes due 2029
Table
of Contents
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Page |
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Section
1 |
Capitalized Terms. |
3 |
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Section 2 |
Assumption; Succession; Confirmation of Guarantee. |
3 |
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Section 3 |
Guarantee. |
3 |
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Section 4 |
Ratification and Effect. |
3 |
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Section 5 |
Governing Law. |
3 |
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Section 6 |
The Trustee. |
3 |
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Section 7 |
Conflicts. |
4 |
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Section 8 |
Miscellaneous. |
4 |
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Section 9 |
Counterparts. |
4 |
THIS
THIRD SUPPLEMENTAL INDENTURE, dated as of January 31, 2025 (this “Third Supplemental Indenture”), is among ONEOK,
Inc., an Oklahoma corporation (the “New Issuer”), Elk Merger Sub II, L.L.C., a Delaware limited liability company
and the predecessor issuer (“Merger Sub II”), EnLink Midstream Partners, LP, a Delaware limited partnership (the “Existing
Guarantor”), ONEOK Partners, L.P., a Delaware limited partnership (“ONEOK Partners”), ONEOK Partners Intermediate
Limited Partnership, a Delaware limited partnership (“ONEOK ILP”), Magellan Midstream Partners, L.P., a Delaware limited
partnership (“Magellan” and, collectively with Merger Sub II, ONEOK Partners and ONEOK ILP, the “New Guarantors”
and, each, a “New Guarantor” and, together with the Existing Guarantor, the “Guarantors”), and
Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association, under the Indenture referred to below
(the “Trustee”).
RECITALS
WHEREAS,
EnLink Midstream, LLC, a Delaware limited liability company (the “Original Issuer”), the Existing Guarantor, and the
Trustee have entered into that certain Indenture, dated as of April 9, 2019 (the “Base Indenture”), as amended and
supplemented by the First Supplemental Indenture, dated as of April 9, 2019, among the Original Issuer, the Existing Guarantor, and the
Trustee (the “First Supplemental Indenture”), pursuant to which the Original Issuer has issued its 5.375% Senior Notes
due 2029 (the “Debt Securities”), as amended and supplemented by the Second Supplemental Indenture, dated as of January
31, 2025, among Merger Sub II, as successor to the Original Issuer, the Existing Guarantor, and the Trustee (the “Second Supplemental
Indenture” and, together with the Base Indenture, the First Supplemental Indenture, and this Third Supplemental Indenture,
the “Indenture”), pursuant to which Merger Sub II assumed and succeeded to the obligations of the Original Issuer
under the Indenture and the Debt Securities pursuant to Article X of the Base Indenture;
WHEREAS,
in accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of November 24, 2024, by and among the New
Issuer, Elk Merger Sub I, L.L.C., a Delaware limited liability company and a direct, wholly-owned subsidiary of the New Issuer (“Merger
Sub I”), Merger Sub II, the Original Issuer, and EnLink Midstream Manager, LLC, a Delaware limited liability company and the
managing member of the Original Issuer, on the date hereof, (i) Merger Sub I merged with and into the Original Issuer (the “First
Merger”), with the Original Issuer surviving the First Merger and (ii) promptly following the First Merger and as part of the
same overall transaction as the First Merger, at the effective time of the Second Merger (as defined below), the Original Issuer, as
the surviving entity in the First Merger, merged with and into Merger Sub II (the “Second Merger” and, together with
the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a direct, wholly-owned subsidiary
of the New Issuer;
WHEREAS,
on the date hereof and promptly following the Mergers, Merger Sub II and the Existing Guarantor became guarantors of, and provided a
guarantee for certain of the outstanding debt securities of the New Issuer and ONEOK Partners;
WHEREAS,
on the date hereof and promptly following the Mergers, pursuant to the Distribution Agreement, dated as of January 31, 2025, by and among
the Existing Guarantor, EnLink Midstream GP, LLC, a Delaware limited liability company and the general partner of the Existing Guarantor,
Merger Sub II and the New Issuer, substantially all of the assets of Merger Sub II were distributed to the New Issuer in a series of
related transactions (collectively, the “Distribution”);
WHEREAS,
in connection with the Distribution, the New Issuer desires to assume and succeed to the obligations of Merger Sub II under the Indenture
and the Debt Securities pursuant to Article X of the Base Indenture;
WHEREAS,
in connection with the Distribution, the Existing Guarantor desires to confirm that its Guarantee shall continue to apply to the obligations
under the Debt Securities and the Indenture;
WHEREAS,
in connection with the Distribution, the New Guarantors, each a Subsidiary of the New Issuer, desire to unconditionally guarantee all
of the New Issuer’s obligations under each series of Debt Securities in accordance with Article XIV of the Base Indenture (each,
a “Debt Security Guarantee”);
WHEREAS,
in accordance with Section 9.01(a) of the Base Indenture, the Base Indenture may be supplemented without the consent of the Holders of
any of the Debt Securities (which shall conform to the provisions of the Trust Indenture Act of 1939, as amended (the “TIA”)
as in force at the date of the execution thereof) to provide for, among other things, (i) the assumption by a Successor Company of the
covenants, agreements, and obligations of Merger Sub II under the Indenture and the Debt Securities pursuant to Article X of the Base
Indenture, and (ii) the addition of Subsidiary Guarantors with respect to any or all of the Debt Securities;
WHEREAS,
Section 10.02 of the Base Indenture provides that in the case of any transaction in accordance with Section 10.01 of the Base Indenture,
and upon such assumption by the successor entity, by supplemental indenture, the New Issuer shall succeed to and be substituted for Merger
Sub II with the same effect as if the New Issuer had been named the “Company” in the Indenture;
WHEREAS,
(i) in accordance with Section 10.01 of the Base Indenture, (A) the New Issuer is delivering this Third Supplemental Indenture to expressly
assume all the obligations of Merger Sub II under the Indenture and the Debt Securities, and (B) the Existing Guarantor is delivering
this Third Supplemental Indenture to expressly confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities
and the Indenture; and (ii) in accordance with Section 9.01(a) of the Base Indenture, the New Guarantors are delivering this Third Supplemental
Indenture to become Subsidiary Guarantors with respect to, and provide Guarantees of, the Debt Securities;
WHEREAS,
the New Issuer, has delivered or is delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel required by Sections
9.03, 10.01(d) and 13.05 of the Base Indenture; and
WHEREAS,
all requirements necessary to make this Third Supplemental Indenture a valid, binding and enforceable instrument in accordance with its
terms have been done and performed, and the execution and delivery of this Third Supplemental Indenture has been duly authorized in all
respects.
NOW,
THEREFORE, in consideration of the premises hereof, the parties have executed and delivered this Third Supplemental Indenture, and the
New Issuer, the Guarantors and the Trustee agree for the benefit of each other and for the equal and ratable benefit of the Holders of
the Debt Securities, as follows:
Section 1 Capitalized
Terms.
Any
capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Indenture.
Section 2 Assumption;
Succession; Confirmation of Guarantee.
The
New Issuer hereby expressly assumes all the obligations of Merger Sub II under the Indenture and the Debt Securities, as if the New Issuer
had been named in the Indenture as the “Company” and the Existing Guarantor hereby expressly confirms that its Guarantee
shall continue to apply to the obligations under the Debt Securities and the Indenture.
Section 3 Guarantee.
Each
New Guarantor hereby provides the Debt Security Guarantee with respect to each series of Debt Securities, on the terms and subject to
the conditions set forth in the Indenture, including but not limited to Article XIV of the Base Indenture.
Section 4 Ratification
and Effect.
Except
as expressly amended by this Third Supplemental Indenture, the Indenture is in all respects ratified and confirmed and all of the terms,
provisions, and conditions thereof shall be and remain in full force and effect. Upon and after execution and delivery of this Third
Supplemental Indenture, the Indenture shall be supplemented in accordance herewith, this Third Supplemental Indenture shall form a part
of the Indenture for all purposes, each reference in the Indenture and the Debt Securities to the Indenture shall mean and be a reference
to the Indenture as amended hereby, and each reference in the Indenture and the Debt Securities to EnLink Midstream, LLC, Elk Merger
Sub II, L.L.C. or the Company shall mean and be a reference to ONEOK, Inc., as the Successor Company.
Section 5 Governing
Law.
THIS
THIRD SUPPLEMENTAL INDENTURE FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS ENTERED INTO AND TO BE PERFORMED IN SUCH STATE.
Section 6 The
Trustee.
The
recitals in this Third Supplemental Indenture shall be taken as the statements of the New Issuer and the Guarantors, and the Trustee
assumes no responsibility for their correctness. The Trustee shall not be responsible or accountable in any manner whatsoever for or
with respect to the validity or sufficiency of this Third Supplemental Indenture. The Trustee shall be under no duty whatsoever to make
any determination whether any execution, modification, amendment, supplement, or confirmation to any document is necessary to implement
the provisions of this Third Supplemental Indenture, and shall be entitled to conclusively rely on the documentation required to be provided
under the terms of the Indenture in a form reasonably satisfactory to the Trustee. All of the provisions contained in the Indenture in
respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Third Supplemental
Indenture as fully and with like force and effect as though fully set forth in full herein.
Section 7 Conflicts.
To
the extent of any inconsistency between the terms of the Indenture or the Debt Securities and this Third Supplemental Indenture, the
terms of this Third Supplemental Indenture will control. If and to the extent any provision of this Third Supplemental Indenture limits,
qualifies, or conflicts with any other provision of this Third Supplemental Indenture that is required to be included in this Third Supplemental
Indenture or is deemed applicable to the Indenture by virtue of the provisions of the TIA, such required provision shall control.
Section 8 Miscellaneous.
This
Third Supplemental Indenture, the Second Supplemental Indenture and the First Supplemental Indenture constitute the entire agreement
of the parties hereto with respect to the amendments to the Base Indenture set forth in each such supplement. All covenants and agreements
in this Third Supplemental Indenture given by the parties hereto shall bind their successors. In case any provision in this Third Supplemental
Indenture shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or
of the Indenture shall not in any way be affected or impaired thereby. The section headings are for convenience only and shall not affect
the construction hereof.
Section 9 Counterparts.
This
Third Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized
individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and
National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law,
including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original
manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied
manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature.
Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied
manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the
validity or authenticity thereof. This Third Supplemental Indenture may be executed in any number of counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original
manual signatures shall be used for execution or endorsement of writings when required under the UCC or other Signature Law due to the
character or intended character of the writings.
Signature
page follows.
IN
WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first written above.
|
ISSUER: |
|
|
|
|
ONEOK, INC. |
|
|
|
|
By: |
/s/ Pierce H. Norton II |
|
Name: |
Pierce H. Norton II |
|
Title: |
President and Chief Executive Officer |
|
|
|
|
GUARANTORS: |
|
|
|
|
ELK MERGER SUB II, L.L.C. |
|
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer |
|
|
|
|
ENLINK MIDSTREAM PARTNERS, LP |
|
|
|
By: |
EnLink Midstream GP, LLC, |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and |
|
|
Executive Vice President, Investor |
|
|
Relations and Corporate Development |
|
|
|
|
ONEOK PARTNERS, L.P. |
|
|
|
|
By: |
ONEOK Partners GP, L.L.C., |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and |
|
|
Executive Vice President, Investor |
|
|
Relations and Corporate Development |
[Signature
Page to ENLC Third Supplemental Indenture (2019 Indenture)]
|
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP |
|
|
|
|
By: |
ONEOK ILP GP, L.L.C., |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and |
|
|
Executive Vice President, Investor |
|
|
Relations and Corporate Development |
|
|
|
|
MAGELLAN MIDSTREAM PARTNERS, L.P. |
|
|
|
|
By: |
Magellan GP, LLC, its General Partner |
|
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and |
|
|
Executive Vice President, Investor |
|
|
Relations and Corporate Development |
[Signature
Page to ENLC Third Supplemental Indenture (2019 Indenture)]
|
TRUSTEE: |
|
|
|
|
COMPUTERSHARE
TRUST COMPANY, N.A.,
as Trustee |
|
|
|
|
By: |
/s/ Corey J. Dahlstrand |
|
Name: |
Corey J. Dahlstrand |
|
Title: |
Vice President |
[Signature
Page to ENLC Third Supplemental Indenture (2019 Indenture)]
Exhibit 4.6
ONEOK, INC.,
as Issuer,
ELK MERGER SUB II, L.L.C.,
ENLINK MIDSTREAM PARTNERS, LP,
ONEOK PARTNERS, L.P.,
ONEOK PARTNERS INTERMEDIATE LIMITED PARNTERSHIP,
and
MAGELLAN MIDSTREAM PARTNERS, L.P.,
as Guarantors, and
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of January 31, 2025
to
Indenture dated as of December 17, 2020
5.625% Senior Notes due 2028
Table of Contents
|
|
Page |
|
|
|
Section 1 |
Capitalized Terms. |
3 |
|
|
|
Section 2 |
Assumption; Succession; Confirmation of Guarantee. |
3 |
|
|
|
Section 3 |
Guarantee. |
3 |
|
|
|
Section 4 |
Ratification and Effect. |
3 |
|
|
|
Section 5 |
Governing Law. |
3 |
|
|
|
Section 6 |
The Trustee. |
3 |
|
|
|
Section 7 |
Conflicts. |
4 |
|
|
|
Section 8 |
Miscellaneous. |
4 |
|
|
|
Section 9 |
Counterparts. |
4 |
THIS SECOND SUPPLEMENTAL INDENTURE,
dated as of January 31, 2025 (this “Second Supplemental Indenture”), is among ONEOK, Inc., an Oklahoma corporation
(the “New Issuer”), Elk Merger Sub II, L.L.C., a Delaware limited liability company and the predecessor issuer (“Merger
Sub II”), EnLink Midstream Partners, LP, a Delaware limited partnership (the “Existing Guarantor”), ONEOK
Partners, L.P., a Delaware limited partnership (“ONEOK Partners”), ONEOK Partners Intermediate Limited Partnership,
a Delaware limited partnership (“ONEOK ILP”), Magellan Midstream Partners, L.P., a Delaware limited partnership (“Magellan”
and, collectively with Merger Sub II, ONEOK Partners and ONEOK ILP, the “New Guarantors” and, each, a “New
Guarantor” and, together with the Existing Guarantor, the “Guarantors”), and Computershare Trust Company,
N.A., as successor trustee to Wells Fargo Bank, National Association, under the Indenture referred to below (the “Trustee”).
RECITALS
WHEREAS, EnLink Midstream,
LLC, a Delaware limited liability company (the “Original Issuer”), the Existing Guarantor, and the Trustee have entered
into that certain Indenture, dated as of December 17, 2020 (the “Base Indenture”), pursuant to which the Original Issuer
has issued its 5.625% Senior Notes due 2028 (the “Notes”), as amended and supplemented by the First Supplemental Indenture,
dated as of January 31, 2025, among Merger Sub II, as successor to the Original Issuer, the Existing Guarantor, and the Trustee (the “First
Supplemental Indenture” and, together with the Base Indenture and this Second Supplemental Indenture, the “Indenture”),
pursuant to which Merger Sub II assumed and succeeded to the obligations of the Original Issuer under the Indenture and the Notes pursuant
to Article X of the Base Indenture;
WHEREAS, in accordance with
the terms and conditions of the Agreement and Plan of Merger, dated as of November 24, 2024, by and among the New Issuer, Elk Merger Sub
I, L.L.C., a Delaware limited liability company and a direct, wholly-owned subsidiary of the New Issuer (“Merger Sub I”),
Merger Sub II, the Original Issuer, and EnLink Midstream Manager, LLC, a Delaware limited liability company and the managing member of
the Original Issuer, on the date hereof, (i) Merger Sub I merged with and into the Original Issuer (the “First Merger”),
with the Original Issuer surviving the First Merger and (ii) promptly following the First Merger and as part of the same overall transaction
as the First Merger, at the effective time of the Second Merger (as defined below), the Original Issuer, as the surviving entity in the
First Merger, merged with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”),
with Merger Sub II surviving the Second Merger as a direct, wholly-owned subsidiary of the New Issuer;
WHEREAS, on the date hereof
and promptly following the Mergers, Merger Sub II and the Existing Guarantor became guarantors of, and provided a guarantee for certain
of the outstanding debt securities of the New Issuer and ONEOK Partners;
WHEREAS, on the date hereof
and promptly following the Mergers, pursuant to the Distribution Agreement, dated as of January 31, 2025, by and among the Existing Guarantor,
EnLink Midstream GP, LLC, a Delaware limited liability company and the general partner of the Existing Guarantor, Merger Sub II and the
New Issuer, substantially all of the assets of Merger Sub II were distributed to the New Issuer in a series of related transactions (collectively,
the “Distribution”);
WHEREAS, in connection with
the Distribution, the New Issuer desires to assume and succeed to the obligations of Merger Sub II under the Indenture and the Notes pursuant
to Article X of the Base Indenture;
WHEREAS, in connection with
the Distribution, the Existing Guarantor desires to confirm that its Guarantee shall continue to apply to the obligations under the Notes
and the Indenture;
WHEREAS, in connection with
the Distribution, the New Guarantors, each a subsidiary of the New Issuer, desire to unconditionally guarantee all of the New Issuer’s
obligations under each series of Notes in accordance with Article XIV of the Base Indenture (each, a “Note Guarantee”);
WHEREAS, in accordance with
Section 9.01(a) of the Base Indenture, the Base Indenture may be supplemented without the consent of the Holders of any of the Notes (which
shall conform to the provisions of the Trust Indenture Act of 1939, as amended (the “TIA”) as in force at the date
of the execution thereof) to provide for, among other things, (i) the assumption by a Successor Company of the covenants, agreements,
and obligations of Merger Sub II under the Indenture and the Notes, pursuant to Article X of the Base Indenture, and (ii) the addition
of Subsidiary Guarantors with respect to any or all of the Notes;
WHEREAS, Section 10.02 of
the Base Indenture provides that in the case of any transaction in accordance with Section 10.01 of the Base Indenture, and upon such
assumption by the successor entity, by supplemental indenture, the New Issuer shall succeed to and be substituted for Merger Sub II with
the same effect as if the New Issuer had been named the “Company” in the Indenture;
WHEREAS, (i) in accordance
with Section 10.01 of the Base Indenture, (A) the New Issuer is delivering this Second Supplemental Indenture to expressly assume all
the obligations of Merger Sub II under the Indenture and the Notes, and (B) the Existing Guarantor is delivering this Second Supplemental
Indenture to expressly confirm that its Guarantee shall continue to apply to the obligations under the Notes and the Indenture, and (ii)
in accordance with Section 9.01(a) of the Base Indenture, the New Guarantors are delivering this Second Supplemental Indenture to become
Subsidiary Guarantors with respect to , and provide Guarantees of, the Notes;
WHEREAS, the New Issuer, has
delivered or is delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel required by Sections 9.03, 10.01(d)
and 13.05 of the Base Indenture; and
WHEREAS, all requirements
necessary to make this Second Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been
done and performed, and the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, in consideration
of the premises hereof, the parties have executed and delivered this Second Supplemental Indenture, and the New Issuer, the Guarantors
and the Trustee agree for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes, as follows:
Section 1 Capitalized
Terms.
Any capitalized term used
and not otherwise defined herein shall have the meaning assigned to such term in the Indenture.
Section 2 Assumption;
Succession; Confirmation of Guarantee.
The New Issuer hereby expressly
assumes all the obligations of Merger Sub II under the Indenture and the Notes, as if the New Issuer had been named in the Indenture as
the “Company” and the Existing Guarantor hereby expressly confirms that its Guarantee shall continue to apply to the obligations
under the Notes and the Indenture.
Section 3 Guarantee.
Each New Guarantor hereby
provides the Note Guarantee with respect to each series of Notes, on the terms and subject to the conditions set forth in the Indenture,
including but not limited to Article XIV of the Base Indenture.
Section 4 Ratification
and Effect.
Except as expressly amended
by this Second Supplemental Indenture, the Indenture is in all respects ratified and confirmed and all of the terms, provisions, and conditions
thereof shall be and remain in full force and effect. Upon and after execution and delivery of this Second Supplemental Indenture, the
Indenture shall be supplemented in accordance herewith, this Second Supplemental Indenture shall form a part of the Indenture for all
purposes, each reference in the Indenture and the Notes to the Indenture shall mean and be a reference to the Indenture as amended hereby,
and each reference in the Indenture and the Notes to EnLink Midstream, LLC, Elk Merger Sub II, L.L.C. or the Company shall mean and be
a reference to ONEOK, Inc., as the Successor Company.
Section 5 Governing
Law.
THIS SECOND SUPPLEMENTAL INDENTURE
FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS ENTERED
INTO AND TO BE PERFORMED IN SUCH STATE.
Section 6 The
Trustee.
The recitals in this Second
Supplemental Indenture shall be taken as the statements of the New Issuer and the Guarantors, and the Trustee assumes no responsibility
for their correctness. The Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity
or sufficiency of this Second Supplemental Indenture. The Trustee shall be under no duty whatsoever to make any determination whether
any execution, modification, amendment, supplement, or confirmation to any document is necessary to implement the provisions of this Second
Supplemental Indenture, and shall be entitled to conclusively rely on the documentation required to be provided under the terms of the
Indenture in a form reasonably satisfactory to the Trustee. All of the provisions contained in the Indenture in respect of the rights,
privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Second Supplemental Indenture as fully
and with like force and effect as though fully set forth in full herein.
Section 7 Conflicts.
To the extent of any inconsistency
between the terms of the Indenture or the Notes and this Second Supplemental Indenture, the terms of this Second Supplemental Indenture
will control. If and to the extent any provision of this Second Supplemental Indenture limits, qualifies, or conflicts with any other
provision of this Second Supplemental Indenture that is required to be included in this Second Supplemental Indenture or is deemed applicable
to the Indenture by virtue of the provisions of the TIA, such required provision shall control.
Section 8 Miscellaneous.
This Second Supplemental Indenture
and the First Supplemental Indenture constitute the entire agreement of the parties hereto with respect to the amendments to the Base
Indenture set forth in each such supplement. All covenants and agreements in this Second Supplemental Indenture given by the parties hereto
shall bind their successors. In case any provision in this Second Supplemental Indenture shall be invalid, illegal, or unenforceable,
the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired
thereby. The section headings are for convenience only and shall not affect the construction hereof.
Section 9 Counterparts.
This Second Supplemental Indenture
shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the
party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state
enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions
of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed,
scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes
have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled
to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other
electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.
This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but
such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be
used for execution or endorsement of writings when required under the UCC or other Signature Law due to the character or intended character
of the writings.
Signature page follows.
IN WITNESS WHEREOF, the parties
hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.
|
ISSUER: |
|
|
|
ONEOK, INC. |
|
|
|
By: |
/s/ Pierce H. Norton II |
|
Name: |
Pierce H. Norton II |
|
Title: |
President and Chief Executive Officer |
|
|
|
GUARANTORS: |
|
|
|
ELK MERGER SUB II, L.L.C. |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer |
|
|
|
ENLINK MIDSTREAM PARTNERS, LP |
|
|
|
By: |
EnLink Midstream GP, LLC, |
|
|
its General Partner |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development |
|
|
|
ONEOK PARTNERS, L.P. |
|
|
|
By: |
ONEOK Partners GP, L.L.C., |
|
|
its General Partner |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development |
[Signature Page to ENLC Second Supplemental
Indenture (2020 Indenture)]
|
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP |
|
|
|
By: |
ONEOK ILP GP, L.L.C., |
|
|
its General Partner |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development |
|
|
|
MAGELLAN MIDSTREAM PARTNERS, L.P. |
|
|
|
By: |
Magellan GP, LLC, its General Partner |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development |
[Signature Page to ENLC Second Supplemental
Indenture (2020 Indenture)]
|
TRUSTEE: |
|
|
|
COMPUTERSHARE TRUST COMPANY, N.A., |
|
as Trustee |
|
|
|
By: |
/s/ Corey J. Dahlstrand |
|
Name: |
Corey J. Dahlstrand |
|
Title: |
Vice President |
[Signature Page to ENLC Second Supplemental
Indenture (2020 Indenture)]
Exhibit 4.7
ONEOK, INC.,
as Issuer,
ELK MERGER SUB II, L.L.C.,
ENLINK MIDSTREAM PARTNERS, LP,
ONEOK PARTNERS, L.P.,
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP,
and
MAGELLAN MIDSTREAM PARTNERS, L.P.,
as Guarantors, and
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of January 31, 2025
to
Indenture dated as of August 31, 2022
6.500% Senior Notes due 2030
Table of Contents
|
|
Page |
|
|
|
Section 1 |
Capitalized Terms. |
3 |
|
|
|
Section 2 |
Assumption; Succession; Confirmation of Guarantee. |
3 |
|
|
|
Section 3 |
Guarantee. |
3 |
|
|
|
Section 4 |
Ratification and Effect. |
3 |
|
|
|
Section 5 |
Governing Law. |
3 |
|
|
|
Section 6 |
The Trustee. |
3 |
|
|
|
Section 7 |
Conflicts. |
4 |
|
|
|
Section 8 |
Miscellaneous. |
4 |
|
|
|
Section 9 |
Counterparts. |
4 |
THIS SECOND SUPPLEMENTAL INDENTURE,
dated as of January 31, 2025 (this “Second Supplemental Indenture”), is among ONEOK, Inc., an Oklahoma corporation
(the “New Issuer”), Elk Merger Sub II, L.L.C., a Delaware limited liability company and the predecessor issuer (“Merger
Sub II”), EnLink Midstream Partners, LP, a Delaware limited partnership (the “Existing Guarantor”), ONEOK
Partners, L.P., a Delaware limited partnership (“ONEOK Partners”), ONEOK Partners Intermediate Limited Partnership,
a Delaware limited partnership (“ONEOK ILP”), Magellan Midstream Partners, L.P., a Delaware limited partnership (“Magellan”
and, together with Merger Sub II, ONEOK Partners and ONEOK ILP, the “New Guarantors” and, each, a “New Guarantor”
and, together with the Existing Guarantor, the “Guarantors”), and Computershare Trust Company, N.A., as trustee under
the Indenture referred to below (the “Trustee”).
RECITALS
WHEREAS, EnLink Midstream,
LLC, a Delaware limited liability company (the “Original Issuer”), the Existing Guarantor, and the Trustee have entered
into that certain Indenture, dated as of August 31, 2022 (the “Base Indenture”), pursuant to which the Original Issuer
has issued its 6.500% Senior Notes due 2030 (the “Notes”), as amended and supplemented by the First Supplemental Indenture,
dated as of January 31, 2025, among Merger Sub II, as successor to the Original Issuer, the Existing Guarantor, and the Trustee (the “First
Supplemental Indenture” and, together with the Base Indenture and this Second Supplemental Indenture, the “Indenture”),
pursuant to which Merger Sub II assumed and succeeded to the obligations of the Original Issuer under the Indenture and the Notes pursuant
to Article X of the Base Indenture;
WHEREAS, in accordance with
the terms and conditions of the Agreement and Plan of Merger, dated as of November 24, 2024, by and among the New Issuer, Elk Merger Sub
I, L.L.C., a Delaware limited liability company and a direct, wholly-owned subsidiary of the New Issuer (“Merger Sub I”),
Merger Sub II, the Original Issuer, and EnLink Midstream Manager, LLC, a Delaware limited liability company and the managing member of
the Original Issuer, on the date hereof, (i) Merger Sub I merged with and into the Original Issuer (the “First Merger”),
with the Original Issuer surviving the First Merger and (ii) promptly following the First Merger and as part of the same overall transaction
as the First Merger, at the effective time of the Second Merger (as defined below), the Original Issuer, as the surviving entity in the
First Merger, merged with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”),
with Merger Sub II surviving the Second Merger as a direct, wholly-owned subsidiary of the New Issuer;
WHEREAS, on the date hereof
and promptly following the Mergers, Merger Sub II and the Existing Guarantor became guarantors of, and provided a guarantee for certain
of the outstanding notes of the New Issuer and ONEOK Partners;
WHEREAS, on the date hereof
and promptly following the Mergers, pursuant to the Distribution Agreement, dated as of January 31, 2025, by and among the Existing Guarantor,
EnLink Midstream GP, LLC, a Delaware limited liability company and the general partner of the Existing Guarantor, Merger Sub II and the
New Issuer, substantially all of the assets of Merger Sub II were distributed to the New Issuer in a series of related transactions (collectively,
the “Distribution”);
WHEREAS, in connection with
the Distribution, the New Issuer desires to assume and succeed to the obligations of Merger Sub II under the Indenture and the Notes pursuant
to Article X of the Base Indenture;
WHEREAS, in connection with
the Distribution, the Existing Guarantor desires to confirm that its Guarantee shall continue to apply to the obligations under the Notes
and the Indenture;
WHEREAS, in connection with
the Distribution, the New Guarantors, each a Subsidiary of the New Issuer, desire to unconditionally guarantee all of the New Issuer’s
obligations under each series of Notes in accordance with Article XIV of the Base Indenture (each, a “Note Guarantee”);
WHEREAS, in accordance with
Section 9.01(a) of the Base Indenture, the Base Indenture may be supplemented without the consent of the Holders of any of the Notes (which
shall conform to the provisions of the Trust Indenture Act of 1939, as amended (the “TIA”) as in force at the date
of the execution thereof) to provide for, among other things, (i) the assumption by a Successor Company of the covenants, agreements,
and obligations of Merger Sub II under the Indenture and the Notes, pursuant to Article X of the Base Indenture, and (ii) the addition
of Subsidiary Guarantors with respect to any or all of the Notes;
WHEREAS, Section 10.02 of
the Base Indenture provides that in the case of any transaction in accordance with Section 10.01 of the Base Indenture, and upon such
assumption by the successor entity, by supplemental indenture, the New Issuer shall succeed to and be substituted for Merger Sub II with
the same effect as if the New Issuer had been named the “Company” in the Indenture;
WHEREAS, (i) in accordance
with Section 10.01 of the Base Indenture, (A) the New Issuer is delivering this Second Supplemental Indenture to expressly assume all
the obligations of Merger Sub II under the Indenture and the Notes, and (B) the Existing Guarantor is delivering this Second Supplemental
Indenture to expressly confirm that its Guarantee shall continue to apply to the obligations under the Notes and the Indenture; and (ii)
in accordance with Section 9.01(a) of the Base Indenture, the New Guarantors are delivering this Second Supplemental Indenture to become
Subsidiary Guarantors with respect to, and provide Guarantees of, the Notes;
WHEREAS, the New Issuer, has
delivered or is delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel required by Sections 9.03, 10.01(d)
and 13.05 of the Base Indenture; and
WHEREAS, all requirements
necessary to make this Second Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been
done and performed, and the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, in consideration
of the premises hereof, the parties have executed and delivered this Second Supplemental Indenture, and the New Issuer, the Guarantors
and the Trustee agree for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes, as follows:
Section 1 Capitalized
Terms.
Any capitalized term used
and not otherwise defined herein shall have the meaning assigned to such term in the Indenture.
Section 2 Assumption;
Succession; Confirmation of Guarantee.
The New Issuer hereby expressly
assumes all the obligations of Merger Sub II under the Indenture and the Notes, as if the New Issuer had been named in the Indenture as
the “Company” and the Existing Guarantor hereby expressly confirms that its Guarantee shall continue to apply to the obligations
under the Notes and the Indenture.
Section 3 Guarantee.
Each New Guarantor hereby
provides the Note Guarantee with respect to each series of Notes, on the terms and subject to the conditions set forth in the Indenture,
including but not limited to Article XIV of the Base Indenture.
Section 4 Ratification
and Effect.
Except as expressly amended
by this Second Supplemental Indenture, the Indenture is in all respects ratified and confirmed and all of the terms, provisions, and conditions
thereof shall be and remain in full force and effect. Upon and after execution and delivery of this Second Supplemental Indenture, the
Indenture shall be supplemented in accordance herewith, this Second Supplemental Indenture shall form a part of the Indenture for all
purposes, each reference in the Indenture and the Notes to the Indenture shall mean and be a reference to the Indenture as amended hereby,
and each reference in the Indenture and the Notes to EnLink Midstream, LLC, Elk Merger Sub II, L.L.C. or the Company shall mean and be
a reference to ONEOK, Inc., as the Successor Company.
Section 5 Governing
Law.
THIS SECOND SUPPLEMENTAL INDENTURE
FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS ENTERED
INTO AND TO BE PERFORMED IN SUCH STATE.
Section 6 The
Trustee.
The recitals in this Second
Supplemental Indenture shall be taken as the statements of the New Issuer and the Guarantors, and the Trustee assumes no responsibility
for their correctness. The Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity
or sufficiency of this Second Supplemental Indenture. The Trustee shall be under no duty whatsoever to make any determination whether
any execution, modification, amendment, supplement, or confirmation to any document is necessary to implement the provisions of this Second
Supplemental Indenture, and shall be entitled to conclusively rely on the documentation required to be provided under the terms of the
Indenture in a form reasonably satisfactory to the Trustee. All of the provisions contained in the Indenture in respect of the rights,
privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Second Supplemental Indenture as fully
and with like force and effect as though fully set forth in full herein.
Section 7 Conflicts.
To the extent of any inconsistency
between the terms of the Indenture or the Notes and this Second Supplemental Indenture, the terms of this Second Supplemental Indenture
will control. If and to the extent any provision of this Second Supplemental Indenture limits, qualifies, or conflicts with any other
provision of this Second Supplemental Indenture that is required to be included in this Second Supplemental Indenture or is deemed applicable
to the Indenture by virtue of the provisions of the TIA, such required provision shall control.
Section 8 Miscellaneous.
This Second Supplemental Indenture
and the First Supplemental Indenture constitute the entire agreement of the parties hereto with respect to the amendments to the Base
Indenture set forth in each such supplement. All covenants and agreements in this Second Supplemental Indenture given by the parties hereto
shall bind their successors. In case any provision in this Second Supplemental Indenture shall be invalid, illegal, or unenforceable,
the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired
thereby. The section headings are for convenience only and shall not affect the construction hereof.
Section 9 Counterparts.
This Second Supplemental Indenture
shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the
party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state
enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions
of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed,
scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes
have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled
to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other
electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.
This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but
such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be
used for execution or endorsement of writings when required under the UCC or other Signature Law due to the character or intended character
of the writings.
Signature page follows.
IN WITNESS WHEREOF, the parties
hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.
|
ISSUER: |
|
|
|
ONEOK, INC. |
|
|
|
By: |
/s/ Pierce H. Norton II |
|
Name: |
Pierce H. Norton II |
|
Title: |
President and Chief Executive Officer |
|
|
|
GUARANTORS: |
|
|
|
ELK MERGER SUB II, L.L.C. |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer |
|
|
|
ENLINK MIDSTREAM PARTNERS, LP |
|
|
|
By: |
EnLink Midstream GP, LLC, |
|
|
its General Partner |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development |
|
|
|
ONEOK PARTNERS, L.P. |
|
|
|
By: |
ONEOK Partners GP, L.L.C., |
|
|
its General Partner |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development |
[Signature Page to Second Supplemental Indenture
(ENLC 2022 Indenture)]
|
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP |
|
|
|
By: |
ONEOK ILP GP, L.L.C., |
|
|
its General Partner |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development |
|
|
|
MAGELLAN MIDSTREAM PARTNERS, L.P. |
|
|
|
By: |
Magellan GP, LLC, its General Partner |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development |
[Signature Page to Second Supplemental Indenture
(ENLC 2022 Indenture)]
|
TRUSTEE: |
|
|
|
COMPUTERSHARE TRUST COMPANY, N.A., |
|
as Trustee |
|
|
|
By: |
/s/ Corey J. Dahlstrand |
|
Name: |
Corey J. Dahlstrand |
|
Title: |
Vice President |
[Signature Page to Second Supplemental Indenture
(ENLC 2022 Indenture)]
Exhibit 4.8
ONEOK,
INC.,
as
Issuer,
ELK
MERGER SUB II, L.L.C.,
ENLINK
MIDSTREAM PARTNERS, LP,
ONEOK
Partners, L.P.,
ONEOK
Partners Intermediate Limited Partnership,
and
Magellan
Midstream Partners, L.P.,
as
Guarantors, and
COMPUTERSHARE
TRUST COMPANY, N.A.,
as
Trustee
THIRD
SUPPLEMENTAL INDENTURE
Dated
as of January 31, 2025
to
Indenture
dated as of August 15, 2024
5.650%
Senior Notes due 2034
Table
of Contents
|
|
Page |
|
|
|
Section 1 |
Capitalized Terms. |
3 |
|
|
|
Section 2 |
Assumption; Succession; Confirmation of Guarantee. |
3 |
|
|
|
Section 3 |
Guarantee. |
3 |
|
|
|
Section 4 |
Ratification and Effect. |
3 |
|
|
|
Section 5 |
Governing Law. |
3 |
|
|
|
Section 6 |
The Trustee. |
3 |
|
|
|
Section 7 |
Conflicts. |
4 |
|
|
|
Section 8 |
Miscellaneous. |
4 |
|
|
|
Section 9 |
Counterparts. |
4 |
THIS
THIRD SUPPLEMENTAL INDENTURE, dated as of January 31, 2025 (this “Third Supplemental Indenture”), is among ONEOK,
Inc., an Oklahoma corporation (the “New Issuer”), Elk Merger Sub II, L.L.C., a Delaware limited liability company
and the predecessor issuer (“Merger Sub II”), EnLink Midstream Partners, LP, a Delaware limited partnership (the “Existing
Guarantor”), ONEOK Partners, L.P., a Delaware limited partnership (“ONEOK Partners”), ONEOK Partners Intermediate
Limited Partnership, a Delaware limited partnership (“ONEOK ILP”), Magellan Midstream Partners, L.P., a Delaware limited
partnership (“Magellan” and, collectively with Merger Sub II, ONEOK Partners and ONEOK ILP, the “New Guarantors”
and, each, a “New Guarantor” and, together with the Existing Guarantor, the “Guarantors”), and
Computershare Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
RECITALS
WHEREAS,
EnLink Midstream, LLC, a Delaware limited liability company (the “Original Issuer”), the Existing Guarantor, and the
Trustee have entered into that certain Indenture, dated as of August 15, 2024 (the “Base Indenture”), as amended and
supplemented by the First Supplemental Indenture, dated as of August 15, 2024, among the Original Issuer, the Existing Guarantor, and
the Trustee (the “First Supplemental Indenture”), pursuant to which the Original Issuer has issued its 5.650% Senior
Notes due 2034 (the “Debt Securities”), as amended and supplemented by the Second Supplemental Indenture, dated as
of January 31, 2025, among Merger Sub II, as successor to the Original Issuer, the Existing Guarantor, and the Trustee (the “Second
Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture, and this Third Supplemental
Indenture, the “Indenture”), pursuant to which Merger Sub II assumed and succeeded to the obligations of the Original
Issuer under the Indenture and the Debt Securities pursuant to Article X of the Base Indenture;
WHEREAS,
in accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of November 24, 2024, by and among the New
Issuer, Elk Merger Sub I, L.L.C., a Delaware limited liability company and a direct, wholly-owned subsidiary of the New Issuer (“Merger
Sub I”), Merger Sub II, the Original Issuer, and EnLink Midstream Manager, LLC, a Delaware limited liability company and the
managing member of the Original Issuer, on the date hereof, (i) Merger Sub I merged with and into the Original Issuer (the “First
Merger”), with the Original Issuer surviving the First Merger and (ii) promptly following the First Merger and as part of the
same overall transaction as the First Merger, at the effective time of the Second Merger (as defined below), the Original Issuer, as
the surviving entity in the First Merger, merged with and into Merger Sub II (the “Second Merger” and, together with
the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a direct, wholly-owned subsidiary
of the New Issuer;
WHEREAS,
on the date hereof and promptly following the Mergers, Merger Sub II and the Existing Guarantor became guarantors of, and provided a
guarantee for certain of the outstanding debt securities of the New Issuer and ONEOK Partners;
WHEREAS,
on the date hereof and promptly following the Mergers, pursuant to the Distribution Agreement, dated as of January 31, 2025, by and among
the Existing Guarantor, EnLink Midstream GP, LLC, a Delaware limited liability company and the general partner of the Existing Guarantor,
Merger Sub II and the New Issuer, substantially all of the assets of Merger Sub II were distributed to the New Issuer in a series of
related transactions (collectively, the “Distribution”);
WHEREAS,
in connection with the Distribution, the New Issuer desires to assume and succeed to the obligations of Merger Sub II under the Indenture
and the Debt Securities pursuant to Article X of the Base Indenture;
WHEREAS,
in connection with the Distribution, the Existing Guarantor desires to confirm that its Guarantee shall continue to apply to the obligations
under the Debt Securities and the Indenture;
WHEREAS,
in connection with the Distribution, the New Guarantors, each a Subsidiary of the New Issuer, desire to unconditionally guarantee all
of the New Issuer’s obligations under each series of Debt Securities in accordance with Article XIV of the Base Indenture (each,
a “Debt Security Guarantee”);
WHEREAS,
in accordance with Section 9.01(a) of the Base Indenture, the Base Indenture may be supplemented without the consent of the Holders of
any of the Debt Securities (which shall conform to the provisions of the Trust Indenture Act of 1939, as amended (the “TIA”)
as in force at the date of the execution thereof) to provide for, among other things, (i) the assumption by a Successor Company of the
covenants, agreements, and obligations of Merger Sub II under the Indenture and the Debt Securities pursuant to Article X of the Base
Indenture, and (ii) the addition of Subsidiary Guarantors with respect to any or all of the Debt Securities;
WHEREAS,
Section 10.02 of the Base Indenture provides that in the case of any transaction in accordance with Section 10.01 of the Base Indenture,
and upon such assumption by the successor entity, by supplemental indenture, the New Issuer shall succeed to and be substituted for Merger
Sub II with the same effect as if the New Issuer had been named the “Company” in the Indenture;
WHEREAS,
(i) in accordance with Section 10.01 of the Base Indenture, (A) the New Issuer is delivering this Third Supplemental Indenture to expressly
assume all the obligations of Merger Sub II under the Indenture and the Debt Securities, and (B) the Existing Guarantor is delivering
this Third Supplemental Indenture to expressly confirm that its Guarantee shall continue to apply to the obligations under the Debt Securities
and the Indenture; and (ii) in accordance with Section 9.01(a) of the Base Indenture, the New Guarantors are delivering this Third Supplemental
Indenture to become Subsidiary Guarantors with respect to, and provide Guarantees of, the Debt Securities;
WHEREAS,
the New Issuer, has delivered or is delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel required by Sections
9.03, 10.01(d) and 13.05 of the Base Indenture; and
WHEREAS,
all requirements necessary to make this Third Supplemental Indenture a valid, binding and enforceable instrument in accordance with its
terms have been done and performed, and the execution and delivery of this Third Supplemental Indenture has been duly authorized in all
respects.
NOW,
THEREFORE, in consideration of the premises hereof, the parties have executed and delivered this Third Supplemental Indenture, and the
New Issuer, the Guarantors and the Trustee agree for the benefit of each other and for the equal and ratable benefit of the Holders of
the Debt Securities, as follows:
Section 1 Capitalized
Terms.
Any
capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Indenture.
Section 2 Assumption;
Succession; Confirmation of Guarantee.
The
New Issuer hereby expressly assumes all the obligations of Merger Sub II under the Indenture and the Debt Securities, as if the New Issuer
had been named in the Indenture as the “Company” and the Existing Guarantor hereby expressly confirms that its Guarantee
shall continue to apply to the obligations under the Debt Securities and the Indenture.
Section 3 Guarantee.
Each
New Guarantor hereby provides the Debt Security Guarantee with respect to each series of Debt Securities, on the terms and subject to
the conditions set forth in the Indenture, including but not limited to Article XIV of the Base Indenture.
Section 4 Ratification
and Effect.
Except
as expressly amended by this Third Supplemental Indenture, the Indenture is in all respects ratified and confirmed and all of the terms,
provisions, and conditions thereof shall be and remain in full force and effect. Upon and after execution and delivery of this Third
Supplemental Indenture, the Indenture shall be supplemented in accordance herewith, this Third Supplemental Indenture shall form a part
of the Indenture for all purposes, each reference in the Indenture and the Debt Securities to the Indenture shall mean and be a reference
to the Indenture as amended hereby, and each reference in the Indenture and the Debt Securities to EnLink Midstream, LLC, Elk Merger
Sub II, L.L.C. or the Company shall mean and be a reference to ONEOK, Inc., as the Successor Company.
Section 5 Governing
Law.
THIS
THIRD SUPPLEMENTAL INDENTURE FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS ENTERED INTO AND TO BE PERFORMED IN SUCH STATE.
Section 6 The
Trustee.
The
recitals in this Third Supplemental Indenture shall be taken as the statements of the New Issuer and the Guarantors, and the Trustee
assumes no responsibility for their correctness. The Trustee shall not be responsible or accountable in any manner whatsoever for or
with respect to the validity or sufficiency of this Third Supplemental Indenture. The Trustee shall be under no duty whatsoever to make
any determination whether any execution, modification, amendment, supplement, or confirmation to any document is necessary to implement
the provisions of this Third Supplemental Indenture, and shall be entitled to conclusively rely on the documentation required to be provided
under the terms of the Indenture in a form reasonably satisfactory to the Trustee. All of the provisions contained in the Indenture in
respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Third Supplemental
Indenture as fully and with like force and effect as though fully set forth in full herein.
Section 7 Conflicts.
To
the extent of any inconsistency between the terms of the Indenture or the Debt Securities and this Third Supplemental Indenture, the
terms of this Third Supplemental Indenture will control. If and to the extent any provision of this Third Supplemental Indenture limits,
qualifies, or conflicts with any other provision of this Third Supplemental Indenture that is required to be included in this Third Supplemental
Indenture or is deemed applicable to the Indenture by virtue of the provisions of the TIA, such required provision shall control.
Section 8 Miscellaneous.
This
Third Supplemental Indenture, the Second Supplemental Indenture and the First Supplemental Indenture constitute the entire agreement
of the parties hereto with respect to the amendments to the Base Indenture set forth in each such supplement. All covenants and agreements
in this Third Supplemental Indenture given by the parties hereto shall bind their successors. In case any provision in this Third Supplemental
Indenture shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or
of the Indenture shall not in any way be affected or impaired thereby. The section headings are for convenience only and shall not affect
the construction hereof.
Section 9 Counterparts.
This
Third Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized
individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and
National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law,
including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original
manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied
manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature.
Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied
manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the
validity or authenticity thereof. This Third Supplemental Indenture may be executed in any number of counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original
manual signatures shall be used for execution or endorsement of writings when required under the UCC or other Signature Law due to the
character or intended character of the writings.
Signature
page follows.
IN
WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first written above.
|
ISSUER: |
|
|
|
|
ONEOK, INC. |
|
|
|
|
By: |
/s/ Pierce
H. Norton II |
|
Name: |
Pierce H. Norton II |
|
Title: |
President and Chief Executive Officer |
|
|
|
|
GUARANTORS: |
|
|
|
|
ELK MERGER SUB II, L.L.C. |
|
|
|
|
By: |
/s/ Walter
S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer |
|
|
|
|
ENLINK MIDSTREAM PARTNERS, LP |
|
|
|
By: |
EnLink Midstream GP, LLC, |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Walter
S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and |
|
|
Executive Vice President, Investor |
|
|
Relations and Corporate Development |
|
|
|
|
ONEOK PARTNERS, L.P. |
|
|
|
|
By: |
ONEOK Partners GP, L.L.C., |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Walter
S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and |
|
|
Executive Vice President, Investor |
|
|
Relations and Corporate Development |
[Signature
Page to ENLC Third Supplemental Indenture (2024 Indenture)]
|
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP |
|
|
|
|
By: |
ONEOK ILP GP, L.L.C., |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and |
|
|
Executive Vice President, Investor |
|
|
Relations and Corporate Development |
|
|
|
|
MAGELLAN MIDSTREAM PARTNERS, L.P. |
|
|
|
|
By: |
Magellan GP, LLC, its General Partner |
|
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and |
|
|
Executive Vice President, Investor |
|
|
Relations and Corporate Development |
[Signature
Page to ENLC Third Supplemental Indenture (2024 Indenture)]
|
TRUSTEE: |
|
|
|
|
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee |
|
|
|
|
By: |
/s/ Corey J. Dahlstrand |
|
Name: |
Corey J. Dahlstrand |
|
Title: |
Vice President |
[Signature
Page to ENLC Third Supplemental Indenture (2024 Indenture)]
Exhibit 4.9
ONEOK, INC.,
as Issuer,
ENLINK MIDSTREAM PARTNERS, LP,
ELK MERGER SUB II, L.L.C.,
ONEOK PARTNERS, L.P.,
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP,
and
MAGELLAN MIDSTREAM PARTNERS, L.P.,
as Guarantors, and
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
SIXTH SUPPLEMENTAL INDENTURE
Dated as of January 31, 2025
to
Indenture dated as of March 19, 2014
4.150% Senior Notes due 2025
4.850% Senior Notes due 2026
5.600% Senior Notes due 2044
5.050% Senior Notes due 2045
5.450% Senior Notes due 2047
Table of Contents
|
|
Page |
|
|
|
Section 1 |
Capitalized Terms. |
3 |
|
|
|
Section 2 |
Assumption; Succession. |
3 |
|
|
|
Section 3 |
Guarantee. |
3 |
|
|
|
Section 4 |
Ratification and Effect. |
3 |
|
|
|
Section 5 |
Governing Law. |
3 |
|
|
|
Section 6 |
The Trustee. |
3 |
|
|
|
Section 7 |
Conflicts. |
4 |
|
|
|
Section 8 |
Miscellaneous. |
4 |
|
|
|
Section 9 |
Counterparts. |
4 |
THIS SIXTH SUPPLEMENTAL INDENTURE,
dated as of January 31, 2025 (this “Sixth Supplemental Indenture”), is among ONEOK, Inc., an Oklahoma corporation (the
“New Issuer”), EnLink Midstream Partners, LP, a Delaware limited partnership and the predecessor issuer (the “Original
Issuer”), Elk Merger Sub II, L.L.C., a Delaware limited liability company (“Merger Sub II”), ONEOK Partners,
L.P., a Delaware limited partnership (“ONEOK Partners”), ONEOK Partners Intermediate Limited Partnership, a Delaware
limited partnership (“ONEOK ILP”), Magellan Midstream Partners, L.P., a Delaware limited partnership (“Magellan”
and collectively with the Original Issuer, Merger Sub II, ONEOK Partners, and ONEOK ILP, the “New Guarantors” and,
each a “New Guarantor”), and Computershare Trust Company, N.A. (as successor in interest to Wells Fargo Bank, National
Association), as trustee under the Indenture referred to below (the “Trustee”).
RECITALS
WHEREAS, the Original Issuer
and the Trustee have entered into that certain Indenture, dated as of March 19, 2014 (the “Base Indenture”), as amended
and supplemented by the First Supplemental Indenture, dated as of March 19, 2014 (the “First Supplemental Indenture”),
pursuant to which the Original Issuer has issued its 5.600% Senior Notes due 2044 (the “2044 Notes”), as amended and
supplemented by the Second Supplemental Indenture, dated as of November 12, 2014 (the “Second Supplemental Indenture”),
pursuant to which the Original Issuer has issued its 5.050% Senior Notes due 2045 (the “2045 Notes”), as amended and
supplemented by the Third Supplemental Indenture, dated as of May 12, 2015 (the “Third Supplemental Indenture”), pursuant
to which the Original Issuer has issued its 4.150% Senior Notes due 2025 (the “2025 Notes”), as amended and supplemented
by the Fourth Supplemental Indenture, dated as of July 14, 2016 (the “Fourth Supplemental Indenture”), pursuant to
which the Original Issuer has issued its 4.850% Senior Notes due 2026 (the “2026 Notes”), as amended and supplemented
by the Fifth Supplemental Indenture, dated as of May 11, 2017 (the “Fifth Supplemental Indenture”, and, together with
the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth
Supplemental Indenture and this Sixth Supplemental Indenture, the “Indenture”), pursuant to which the Original Issuer
has issued its 5.450% Senior Notes due 2047 (the “2047 Notes” and, together with the 2044 Notes, the 2045 Notes, the
2025 Notes, and the 2026 Notes, the “Notes”);
WHEREAS, in accordance with
the terms and conditions of the Agreement and Plan of Merger, dated as of November 24, 2024, by and among the New Issuer, Elk Merger Sub
I, L.L.C., a Delaware limited liability company and a direct, wholly-owned subsidiary of the New Issuer (“Merger Sub I”),
Merger Sub II, EnLink Midstream, LLC, a Delaware limited liability company (“EnLink”), and EnLink Midstream Manager,
LLC, a Delaware limited liability company and the managing member of EnLink, on the date hereof, (i) Merger Sub I merged with and into
EnLink (the “First Merger”), with EnLink surviving the First Merger and (ii) promptly following the First Merger and
as part of the same overall transaction as the First Merger, at the effective time of the Second Merger (as defined below), EnLink, as
the surviving entity in the First Merger, merged with and into Merger Sub II (the “Second Merger” and, together with
the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a direct, wholly-owned subsidiary
of the New Issuer;
WHEREAS, on the date hereof
and promptly following the Mergers, Merger Sub II and the Original Issuer became guarantors of, and provided a guarantee for certain of
the outstanding notes of the New Issuer and ONEOK Partners;
WHEREAS, on the date hereof
and promptly following the Mergers, pursuant to the Distribution Agreement, dated as of January 31, 2025, by and among the Original Issuer,
EnLink Midstream GP, LLC, a Delaware limited liability company and the general partner of the Original Issuer, Merger Sub II and the New
Issuer, substantially all of the assets of the Original Issuer were distributed to the New Issuer in a series of related transactions
(collectively, the “Distribution”);
WHEREAS, in connection with
the Distribution, the New Issuer desires to assume and succeed to the obligations of the Original Issuer under the Indenture and the Notes
pursuant to Article X of the Base Indenture;
WHEREAS, in connection with
the Distribution, the New Guarantors, each a Subsidiary of the New Issuer, desire to unconditionally guarantee all of the New Issuer’s
obligations under each series of Notes in accordance with Article XIV of the Base Indenture (each, a “Note Guarantee”);
WHEREAS, in accordance with
Section 9.01(a) of the Base Indenture, the Base Indenture may be supplemented without the consent of the Holders of any of the Notes (which
shall conform to the provisions of the Trust Indenture Act of 1939, as amended (the “TIA”) as in force at the date
of the execution thereof) to provide for, among other things, (i) the assumption by a Successor Partnership of the covenants, agreements,
and obligations of the Original Issuer under the Indenture and the Notes, pursuant to Article X of the Base Indenture, and (ii) the addition
of Subsidiary Guarantors with respect to any or all of the Notes;
WHEREAS, Section 10.02 of
the Base Indenture provides that in the case of any transaction in accordance with Section 10.01 of the Base Indenture, and upon such
assumption by the successor entity, by supplemental indenture, the New Issuer shall succeed to and be substituted for the Original Issuer
with the same effect as if the New Issuer had been named the “Partnership” in the Indenture;
WHEREAS, (i) in accordance
with Section 10.01 of the Base Indenture, the New Issuer is delivering this Sixth Supplemental Indenture to expressly assume all the obligations
of the Original Issuer under the Indenture and the Notes and (ii) in accordance with Section 9.01(a) of the Base Indenture, the New Guarantors
are delivering this Sixth Supplemental Indenture to become Subsidiary Guarantors with respect to, and provide Guarantees of, the Notes;
WHEREAS, the New Issuer, has
delivered or is delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel required by Sections 9.03, 10.01(2)(d)
and 13.05 of the Base Indenture; and
WHEREAS, all requirements
necessary to make this Sixth Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been
done and performed, and the execution and delivery of this Sixth Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, in consideration
of the premises hereof, the parties have executed and delivered this Sixth Supplemental Indenture, and the New Issuer, the New Guarantors
and the Trustee agree for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes, as follows:
Section 1 Capitalized
Terms.
Any capitalized term used
and not otherwise defined herein shall have the meaning assigned to such term in the Indenture.
Section 2 Assumption;
Succession.
The New Issuer hereby expressly
assumes all the obligations of the Original Issuer under the Indenture and the Notes, as if the New Issuer had been named in the Indenture
as the “Partnership”.
Section 3 Guarantee.
Each New Guarantor hereby
provides the Note Guarantee with respect to each series of Notes, on the terms and subject to the conditions set forth in the Indenture,
including but not limited to Article XIV of the Base Indenture.
Section 4 Ratification
and Effect.
Except as expressly amended
by this Sixth Supplemental Indenture, the Indenture is in all respects ratified and confirmed and all of the terms, provisions, and conditions
thereof shall be and remain in full force and effect. Upon and after execution and delivery of this Sixth Supplemental Indenture, the
Indenture shall be supplemented in accordance herewith, this Sixth Supplemental Indenture shall form a part of the Indenture for all purposes,
each reference in the Indenture and the Notes to the Indenture shall mean and be a reference to the Indenture as amended hereby, and each
reference in the Indenture and the Notes to Elk Merger Sub II, L.L.C. or the Partnership shall mean and be a reference to ONEOK, Inc.,
as the Successor Partnership.
Section 5 Governing
Law.
THIS SIXTH SUPPLEMENTAL INDENTURE
FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS ENTERED
INTO AND TO BE PERFORMED IN SUCH STATE.
Section 6 The
Trustee.
The recitals in this Sixth
Supplemental Indenture shall be taken as the statements of the New Issuer and the New Guarantors, and the Trustee assumes no responsibility
for their correctness. The Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity
or sufficiency of this Sixth Supplemental Indenture. The Trustee shall be under no duty whatsoever to make any determination whether any
execution, modification, amendment, supplement, or confirmation to any document is necessary to implement the provisions of this Sixth
Supplemental Indenture, and shall be entitled to conclusively rely on the documentation required to be provided under the terms of the
Indenture in a form reasonably satisfactory to the Trustee. All of the provisions contained in the Indenture in respect of the rights,
privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Sixth Supplemental Indenture as fully
and with like force and effect as though fully set forth in full herein.
Section 7 Conflicts.
To the extent of any inconsistency
between the terms of the Indenture or the Notes and this Sixth Supplemental Indenture, the terms of this Sixth Supplemental Indenture
will control. If and to the extent any provision of this Sixth Supplemental Indenture limits, qualifies, or conflicts with any other provision
of this Sixth Supplemental Indenture that is required to be included in this Sixth Supplemental Indenture or is deemed applicable to the
Indenture by virtue of the provisions of the TIA, such required provision shall control.
Section 8 Miscellaneous.
This Sixth Supplemental Indenture,
the Fifth Supplemental Indenture, the Fourth Supplemental Indenture , the Third Supplemental Indenture, the Second Supplemental Indenture
and the First Supplemental Indenture constitute the entire agreement of the parties hereto with respect to the amendments to the Base
Indenture set forth in each such supplement. All covenants and agreements in this Sixth Supplemental Indenture given by the parties hereto
shall bind their successors. In case any provision in this Sixth Supplemental Indenture shall be invalid, illegal, or unenforceable, the
validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired
thereby. The section headings are for convenience only and shall not affect the construction hereof.
Section 9 Counterparts.
This Sixth Supplemental Indenture
shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the
party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state
enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions
of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed,
scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes
have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled
to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other
electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.
This Sixth Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but
such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be
used for execution or endorsement of writings when required under the UCC or other Signature Law due to the character or intended character
of the writings.
Signature page follows.
IN WITNESS WHEREOF, the parties
hereto have caused this Sixth Supplemental Indenture to be duly executed as of the date first written above.
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ISSUER: |
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ONEOK, INC. |
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By: |
/s/ Pierce H. Norton II |
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Name: |
Pierce H. Norton II |
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Title: |
President and Chief Executive Officer |
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GUARANTORS: |
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ENLINK MIDSTREAM PARTNERS, LP |
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By: |
EnLink Midstream GP, LLC, |
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its General Partner |
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By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer, Treasurer and Executive Vice President,
Investor Relations and Corporate Development |
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ELK MERGER SUB II, L.L.C. |
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By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer |
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ONEOK PARTNERS, L.P. |
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By: |
ONEOK Partners GP, L.L.C., |
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its General Partner |
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By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer, Treasurer and Executive Vice President,
Investor Relations and Corporate Development |
[Signature Page to ENLK Sixth Supplemental Indenture
(2014 Indenture)]
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ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP |
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By: |
ONEOK ILP GP, L.L.C., |
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its General Partner |
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By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development |
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MAGELLAN MIDSTREAM PARTNERS, L.P. |
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By: |
Magellan GP, LLC, its General Partner |
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By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer, Treasurer and Executive Vice President,
Investor Relations and Corporate Development |
[Signature Page to ENLK Sixth Supplemental Indenture
(2014 Indenture)]
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TRUSTEE: |
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COMPUTERSHARE TRUST COMPANY, N.A., |
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as Trustee |
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By: |
/s/ Corey J. Dahlstrand |
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Name: |
Corey J. Dahlstrand |
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Title: |
Vice President |
[Signature Page to ENLK Sixth Supplemental Indenture
(2014 Indenture)]
Exhibit 4.10
ONEOK, INC.
as Issuer;
ONEOK PARTNERS, L.P.,
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP,
MAGELLAN MIDSTREAM PARTNERS, L.P.,
ENLINK MIDSTREAM PARTNERS, LP,
and
ELK MERGER SUB II, L.L.C.
as Guarantors;
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
SEVENTH SUPPLEMENTAL INDENTURE
Dated as of January 31, 2025
to
INDENTURE
Relating to Debt Securities
Dated as of September 24, 1998
6-7/8% Debentures due 2028
SEVENTH SUPPLEMENTAL INDENTURE,
dated as of January 31, 2025 (this “Supplemental Indenture”), among ONEOK, INC., an Oklahoma corporation (the “Company”),
ONEOK PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP,
a Delaware limited partnership (the “Intermediate Partnership”), MAGELLAN MIDSTREAM PARTNERS, L.P., a Delaware limited
partnership (together with the Partnership and the Intermediate Partnership, the “Existing Guarantors”), EnLink
Midstream Partners, LP, a Delaware limited partnership (“ENLK”), Elk
Merger Sub II, L.L.C., a Delaware limited liability company and direct, wholly-owned subsidiary of the Company (“Merger
Sub II”) (each of ENLK and Merger Sub II, a “New Guarantor” and, collectively, the “New Guarantors”
and, together with the Existing Guarantors, the “Guarantors”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as successor trustee to Chase Bank of Texas, National Association under the Indenture referred to below (in such capacity, the “Trustee”).
RECITALS
WHEREAS, the Company
and the Trustee have heretofore entered into an Indenture, dated as of September 24, 1998 (the “Original Indenture”)
(the Original Indenture, as amended and supplemented from time to time, including without limitation pursuant to this Supplemental Indenture,
being referred to herein as the “Indenture”);
WHEREAS, on the date
hereof, pursuant to an Agreement and Plan of Merger, dated as of November 24, 2024 (the “Merger Agreement”), among
the Company, Elk Merger Sub I, L.L.C., a Delaware limited liability company and direct, wholly-owned subsidiary of the Company (“Merger
Sub I”), Merger Sub II, EnLink Midstream, LLC, a Delaware limited liability company (“EnLink”), and EnLink
Midstream Manager, LLC, a Delaware limited liability company and managing member of EnLink, (i) Merger Sub I merged with and into EnLink
(the “First Merger”), with EnLink as the surviving company, and (ii) promptly following the First Merger, EnLink, as
the surviving entity in the First Merger, merged with and into Merger Sub II (the “Second Merger”), with Merger Sub
II surviving the Second Merger as a direct, wholly-owned subsidiary of the Company;
WHEREAS, Section 901
of the Indenture provides that the Company and the Trustee may from time to time and at any time, without the consent of Holders, enter
into a supplemental indenture to make any change that does not adversely affect the rights of any Holder;
WHEREAS, the changes
made herein do not adversely affect the rights of any Holder;
WHEREAS, all acts and
requirements necessary to make this Supplemental Indenture a legal, valid and binding obligation of the Company and the Guarantors have
been done; and
WHEREAS, in connection
with the transactions contemplated by the Merger Agreement, the New Guarantors desire to become guarantors of, and provide guarantees
of, the currently outstanding securities, the titles of the series and the current outstanding principal amounts thereof being set forth on Schedule
A hereto (collectively, the “Currently Outstanding Securities”).
NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of
the New Guarantors hereby guarantees the Company’s obligations under the Currently Outstanding Securities as follows:
Article
I
RELATION TO INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF
GENERAL APPLICATION
Section 1.01
Relation to Indenture. With respect to the Currently Outstanding Securities, this Supplemental Indenture constitutes an
integral part of the Original Indenture.
Section 1.02
Definitions. For all purposes of this Supplemental Indenture, capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned thereto in the Original Indenture.
Section 1.03
General References. All references in this Supplemental Indenture to Articles and Sections, unless otherwise specified,
refer to the corresponding Articles and Sections of this Supplemental Indenture; and the term “herein”, “hereof”,
“hereunder” and any other word of similar import refers to this Supplemental Indenture.
Article
II
AGREEMENT TO GUARANTEE
Section 2.01
Unconditional Guarantee.
(a)
For value received, subject to Section 2.04 hereof, each of the New Guarantors hereby fully, irrevocably, unconditionally
and absolutely guarantees to the Holders of each series of Currently Outstanding Securities and to the Trustee the due and punctual payment
of the principal of, and premium, if any, and interest on such Currently Outstanding Securities, and all other amounts due and payable
under the Indenture and such Currently Outstanding Securities by the Company to the Trustee or such Holders (including, without limitation,
all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or such Holders in connection with
the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such
amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise,
according to the terms of such Currently Outstanding Securities and the Indenture. The guarantees by the New Guarantors set forth in this
ARTICLE II are referred to herein as the “EnLink Guarantees.” Without limiting the generality of the foregoing, each
New Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the
Company to the Trustee or such Holders under the Indenture and such Currently Outstanding Securities but for the fact that they are unenforceable,
reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving
the Company.
(b)
Failing payment when due of any amount guaranteed pursuant to the EnLink Guarantees, for whatever reason, each of the New Guarantors
will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim
or other reduction whatsoever (whether for taxes, withholding or otherwise). The EnLink Guarantees hereunder are intended to be general,
unsecured, senior obligations of the New Guarantors and will rank pari passu in right of payment with all unsecured indebtedness
of the New Guarantors that is not, by its terms, expressly subordinated in right of payment to the EnLink Guarantees of the New Guarantors.
Each of the New Guarantors hereby agree that, to the fullest extent permitted by applicable law, subject to Section 2.04 hereof,
their obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability
of such Currently Outstanding Securities, the EnLink Guarantees or the Indenture, the absence of any action to enforce the same, any waiver
or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any
action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the
New Guarantors. Each of the New Guarantors hereby agrees that in the event of a default in payment of any Indenture Obligations, whether
at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee
on behalf of such Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in
the Indenture, directly against the New Guarantors to enforce the EnLink Guarantees without first proceeding against the Company.
(c)
To the fullest extent permitted by applicable law, subject to Section 2.04 hereof, the obligations of the New Guarantors under
this ARTICLE II shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released
or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver,
renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any New
Guarantor contained in any of such Currently Outstanding Securities or the Indenture, (ii) any impairment, modification, release
or limitation of the liability of the Company, any New Guarantor or any of their estates in bankruptcy, or any remedy for the enforcement
thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute
or from the decision of any court, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under
any of such Currently Outstanding Securities or the Indenture or their delay in or failure to assert or exercise any such rights or remedies,
(iv) the assignment or the purported assignment of any property as security for any of such Currently Outstanding Securities, including
all or any part of the rights of the Company or any New Guarantor under the Indenture, (v) the extension of the time for payment
by the Company or any New Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions
of any of such Currently Outstanding Securities or the Indenture or of the time for performance by the Company or any New Guarantor of
any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the
modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any New Guarantor set
forth in the Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially
all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment, rehabilitation or relief of, or other similar proceeding affecting, the Company or any New Guarantor or
any of their respective assets, or the disaffirmance of any of such Currently Outstanding Securities, the EnLink Guarantees or the Indenture
in any such proceeding, (viii) the release or discharge of the Company or any New Guarantor from the performance or observance of
any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of
any of such Currently Outstanding Securities, the EnLink Guarantees or the Indenture, (x) any change in the name, business, capital
structure, corporate existence, or ownership of the Company or any New Guarantor, or (xi) any other circumstance which might otherwise
constitute a defense available to, or a legal or equitable discharge of, a surety or any New Guarantor.
(d)
To the fullest extent permitted by applicable law, each of the New Guarantors hereby (i) waives diligence, presentment, demand
of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or
any Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the
EnLink Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument
or document evidencing the EnLink Guarantees without notice to them and (iii) covenants that the EnLink Guarantees will not be discharged
except by complete performance of the EnLink Guarantees. To the fullest extent permitted by applicable law, each of the New Guarantors
further agrees that if at any time all or any part of any payment theretofore applied by any Person to the EnLink Guarantees is, or must
be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the
New Guarantors, the EnLink Guarantees shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued
in existence notwithstanding such application, and the EnLink Guarantees shall continue to be effective or be reinstated, as the case
may be, as though such application had not been made.
(e)
Each of the New Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any
amounts paid by the New Guarantors pursuant to the provisions of the Indenture; provided, however, that each of the New
Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect
to any of such Currently Outstanding Securities until all of such Currently Outstanding Securities and the EnLink Guarantees shall have
been indefeasibly paid in full or discharged.
(f)
To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee
or the Holders, any right, power, privilege or remedy under this ARTICLE II and the EnLink Guarantees shall operate as a waiver thereof,
nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or
the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive
of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE II shall limit the right of the Trustee or the
Holders to take any action to accelerate the maturity of such Currently Outstanding Securities pursuant to Article FIVE of the Indenture
or to pursue any rights or remedies under the Indenture or under applicable law.
Section 2.02
Limitation on Guarantor Liability. Each of the New Guarantors and the Trustee hereby confirm that it is the intention of
all such parties that the EnLink Guarantees of the New Guarantors not constitute fraudulent transfers
or conveyances for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal or state law to the extent applicable to the EnLink Guarantees. To effectuate the foregoing intention, the Trustee and the New
Guarantors hereby irrevocably agree that the obligations of the New Guarantors will be limited to the maximum amount that will, after
giving effect to such maximum amount and all other contingent and fixed liabilities of the New Guarantors that are relevant under such
laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of the New
Guarantors in respect of the obligations of the New Guarantors under this ARTICLE II, result in the obligations of the New Guarantors
under the EnLink Guarantees not constituting fraudulent transfers or conveyances.
Section 2.03
No Requirement to Endorse Notation of Guarantee. Each of the New Guarantors hereby agrees that its execution and delivery
of this Supplemental Indenture and this ARTICLE II shall evidence the EnLink Guarantees without the need for notation on any Currently
Outstanding Securities.
Section 2.04
Release of Guarantee.
(a)
Notwithstanding anything to the contrary in this ARTICLE II, if either of the New Guarantors (i) shall cease to be a Subsidiary
of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a
guarantor of any capital markets debt securities issued by the Company or the other Existing Guarantors, in each case other than the Currently
Outstanding Securities or any other series of capital market debt securities of the Company outstanding on, and for which the applicable
New Guarantor is giving a guarantee, on the date hereof, then if no Default or Event of Default shall have occurred and be continuing,
the applicable New Guarantor, upon giving written notice to the Trustee to the foregoing effect, shall be deemed to be released from all
of its obligations under the Indenture, and the EnLink Guarantees shall be of no further force or effect with respect to the applicable
New Guarantor. Following the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended as provided
in Section 901 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the
validity of the termination of the EnLink Guarantees with respect to the applicable New Guarantor.
(b)
In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge
of the Indenture as provided in ARTICLES FOURTEEN and FOUR, respectively, of the Indenture with respect to a series of Currently Outstanding
Securities, or (ii) a series of Currently Outstanding Securities ceasing to be Outstanding, each New Guarantor shall be deemed to
be released from all its obligations under the Indenture with respect to such series of Currently Outstanding Securities and the EnLink
Guarantees of such series of Currently Outstanding Securities shall be of no further force or effect.
Section 2.05
Benefits Acknowledged. Each of the New Guarantors acknowledges that it shall receive direct and indirect benefits from the
financing arrangements contemplated by the Indenture and from the EnLink Guarantees under this Supplemental Indenture.
Article
III
MISCELLANEOUS
Section 3.01
Notices. Notices to the New Guarantors shall be made in accordance with Section 105 of the Indenture at the address
for the Company set forth in such Section.
Section 3.02
No Recourse Against Others. No director, officer, employee, partner (including, for greater certainty, any general partner
of any general partnership who is an individual person), incorporator, manager, stockholder or member of either of the Company or any
Guarantor, as such, will have any liability for any obligations of the Company, the New Guarantors or the other Existing Guarantors under
the Currently Outstanding Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation. The waiver and release are part of the consideration for the issuance of the EnLink Guarantees and the Currently Outstanding
Securities.
Section 3.03
Certain Trustee Matters.
The recitals contained herein
shall be taken as the statements of the Company and the Guarantors, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations
as to the validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof or thereof by
the Company or the Guarantors.
Except as expressly set forth
herein, nothing in this Supplemental Indenture shall alter the duties, rights, privileges, immunities or obligations of the Trustee set
forth in the Original Indenture.
Section 3.04
Continued Effect. Except as expressly supplemented and amended by this Supplemental Indenture, the Original Indenture shall
continue in full force and effect in accordance with the provisions thereof, and the Original Indenture (as supplemented and amended by
this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall
be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided.
Section 3.05
Governing Law. This Supplemental Indenture and the Currently Outstanding Securities shall be governed by and construed in
accordance with the laws of the State of New York. This Supplemental Indenture and the Currently Outstanding Securities are subject to
the provisions of the Trust Indenture Act that are required to be part of this Supplemental Indenture and the Currently Outstanding Securities
and shall, to the extent applicable, be governed by such provisions.
Section 3.06 Counterparts.
This instrument may be executed in any number of counterparts, each of which, when delivered, shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument. Signatures to this Supplemental Indenture
transmitted by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means
intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of
the paper document bearing the original signature. The words “execution,” “signed,” “signature,”
and words of like import in this Supplemental Indenture shall be deemed to include electronic signatures or electronic records, each
of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state
laws based on the Uniform Electronic Transactions Act.
(signature page follows)
IN WITNESS WHEREOF, the
parties hereto have caused this Supplemental Indenture to be duly executed and delivered, all as of the day and year first above written.
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ONEOK, INC. |
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By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer, Treasurer and |
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Executive Vice President, Investor |
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Relations and Corporate Development |
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ONEOK PARTNERS, L.P. |
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By: |
ONEOK Partners GP, L.L.C., |
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its General Partner |
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By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer, Treasurer and |
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Executive Vice President, Investor |
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Relations and Corporate Development |
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ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP |
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By: |
ONEOK ILP GP, L.L.C., |
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its General Partner |
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By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer, Treasurer and |
|
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Executive Vice President, Investor |
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Relations and Corporate Development |
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MAGELLAN MIDSTREAM PARTNERS, L.P. |
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By: |
Magellan GP, LLC, its General Partner |
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By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer, Treasurer and |
|
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Executive Vice President, Investor |
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Relations and Corporate Development |
[Signature
Page to ONEOK Seventh Supplemental Indenture]
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ENLINK MIDSTREAM PARTNERS, LP |
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By: |
EnLink Midstream GP, LLC, |
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its General Partner |
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By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer, Treasurer and |
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Executive Vice President, Investor |
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Relations and Corporate Development |
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ELK MERGER SUB II, L.L.C. |
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By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer |
[Signature Page to ONEOK Seventh Supplemental Indenture]
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., |
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as Trustee |
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By: |
/s/ Jennifer Gillis |
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Name: |
Jennifer Gillis |
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Title: |
Vice President |
[Signature Page to ONEOK Seventh Supplemental Indenture]
Schedule A
Currently Outstanding Securities
$100,000,000 6-7/8% Debentures due 2028
Exhibit 4.11
FOURTEENTH SUPPLEMENTAL
INDENTURE
FOURTEENTH
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2025, among ONEOK,
Inc., an Oklahoma corporation (“ONEOK”), ONEOK Partners, L.P., a Delaware limited partnership (“ONEOK
Partners”), ONEOK Partners Intermediate Limited Partnership, a Delaware limited partnership (“Intermediate Partners”),
Magellan Midstream Partners, L.P., a Delaware limited partnership (“Magellan” and, together with ONEOK Partners
and Intermediate Partners, the “Existing Guarantors”), EnLink Midstream Partners, LP, a Delaware limited partnership
(“ENLK”), Elk Merger Sub II, L.L.C., a Delaware limited liability company (“Merger Sub II,”
and, together with ENLK, the “New Guarantors” and each, a “New Guarantor”), and U.S.
Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee under the Indenture
referred to below (the “Trustee”). The Existing Guarantors together with the New Guarantors will be referred
to collectively herein as the “Guarantors.”
W I T N E S S E T H:
WHEREAS,
the applicable Obligor (as defined below) has previously executed and delivered to the Trustee an indenture, dated as of August 11,
2010 (the “Original Indenture”), as supplemented by the Second Supplemental Indenture, dated as of November 9,
2012, as supplemented by the Third Supplemental Indenture, dated as of October 10, 2013, as supplemented by the Fourth Supplemental Indenture,
dated as of March 4, 2015, as supplemented by the Fifth Supplemental Indenture, dated as of March 4, 2015, as supplemented by the Sixth
Supplemental Indenture, dated as of February 29, 2016, as supplemented by the Seventh Supplemental Indenture, dated as of September 13,
2016, as supplemented by the Eighth Supplemental Indenture, dated as of October 3, 2017, as supplemented by the Ninth Supplemental Indenture,
dated as of January 18, 2019, as supplemented by the Tenth Supplemental Indenture, dated as of August 19, 2019, as supplemented by the
Eleventh Supplemental Indenture, dated as of May 20, 2020, as supplemented by the Twelfth Supplemental Indenture, dated as of September
25, 2023, and as supplemented by the Thirteenth Supplemental Indenture, dated as of December 13, 2023 (the “Thirteenth Supplemental
Indenture”) (such supplemental indentures, collectively with the Original Indenture and this Supplemental Indenture, the
“Indenture”), in each case, among such Obligor, the guarantors party thereto and the Trustee, related to ONEOK’s
outstanding 3.20% Senior Notes due 2025, ONEOK’s 5.00% Senior Notes due 2026, ONEOK’s 3.250% Senior Notes due 2030, ONEOK’s
4.20% Senior Notes due 2042, ONEOK’s 5.15% Senior Notes due 2043, ONEOK’s 4.20% Senior Notes due 2045, ONEOK’s 4.25%
Senior Notes due 2046, ONEOK’s 4.200% Senior Notes due 2047, ONEOK’s 4.850% Senior Notes due 2049 and ONEOK’s 3.950%
Senior Notes due 2050;
WHEREAS,
pursuant to the Thirteenth Supplemental Indenture, ONEOK assumed Magellan’s obligations as primary obligor with respect to the then
outstanding securities issued under the Indenture (Magellan or ONEOK, in such capacity as primary obligor, the “Obligor”);
WHEREAS,
on the date hereof, pursuant to an Agreement and Plan of Merger, dated as of November 24, 2024 (the “Merger Agreement”),
among ONEOK, Elk Merger Sub I, L.L.C., a Delaware limited liability company (“Merger Sub I”), Merger Sub II,
EnLink Midstream, LLC, a Delaware limited liability company (“EnLink”), and EnLink Midstream Manager, LLC, a
Delaware limited liability company and managing member of EnLink, (i) Merger Sub I merged with and into EnLink (the “First
Merger”), with EnLink as the surviving company and (ii) promptly following the First Merger, EnLink, as the surviving entity
in the First Merger, merged with and into Merger Sub II (the “Second Merger”), with Merger Sub II surviving
the Second Merger as a direct, wholly-owned subsidiary of ONEOK;
WHEREAS,
Section 9.01 of the Original Indenture provides that ONEOK and the Trustee may from time to time and at any time, without the consent
of Holders, enter into a supplemental indenture to make any change that does not adversely affect the rights of any Holder;
WHEREAS,
all acts and requirements necessary to make this Supplemental Indenture a legal, valid and binding obligation of ONEOK and each of the
Guarantors have been done; and
WHEREAS,
in connection with the transactions contemplated by the Merger Agreement, each of the New Guarantors desires to become a guarantor of,
and provide a guarantee of, the currently outstanding securities, the titles of the series and the current outstanding principal amounts
thereof being set forth on Schedule A hereto (collectively, the “Currently Outstanding Securities”).
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
ONEOK, each of the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes
as follows:
Article
I
RELATION TO INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01 Relation
to Indenture. With respect to the Currently Outstanding Securities, this Supplemental Indenture constitutes an integral part
of the Indenture.
Section 1.02 Definitions.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Original Indenture.
Section 1.03 General References.
For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires:
(a) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Original
Indenture; and (b) the words “herein,” “hereof” and “hereby” and other words of similar import
used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
Article
II
AGREEMENT TO GUARANTEE
Section 2.01 Unconditional
Guarantee.
(a) For
value received, subject to Section 2.04 hereof, each of the New Guarantors hereby fully, irrevocably, unconditionally and absolutely
guarantees to the Holders of each series of Currently Outstanding Securities and to the Trustee the due and punctual payment of the principal
of, and premium, if any, and interest on such Currently Outstanding Securities, and all other amounts due and payable under the Indenture
and such Currently Outstanding Securities by ONEOK to the Trustee or such Holders (including, without limitation, all costs and expenses
(including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with
the enforcement of the Indenture and the EnLink Guarantees (as defined below) (collectively, the “Indenture Obligations”),
when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration
or otherwise, according to the terms of such Currently Outstanding Securities and the Indenture. The guarantee by each of the New Guarantors
set forth in this ARTICLE II is collectively referred to herein as the “EnLink Guarantees,” and each, an “EnLink
Guarantee.” Without limiting the generality of the foregoing, each of the New Guarantors’ liability shall extend to
all amounts that constitute part of the Indenture Obligations and would be owed by ONEOK to the Trustee or the Holders under the Indenture
and such Currently Outstanding Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable
due to the existence of a bankruptcy, reorganization or similar proceeding involving ONEOK.
(b) Failing
payment when due of any amount guaranteed pursuant to the EnLink Guarantees, for whatever reason, each of the New Guarantors will be obligated
(to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other
reduction whatsoever (whether for taxes, withholding or otherwise). Each EnLink Guarantee hereunder is intended to be a general, unsecured,
senior obligation of the applicable New Guarantor and will rank pari passu in right of payment with all unsecured indebtedness
of each of the New Guarantors that is not, by its terms, expressly subordinated in right of payment to the EnLink Guarantees of the New
Guarantors. Each of the New Guarantors hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 2.04
hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or
enforceability of such Currently Outstanding Securities, the EnLink Guarantees or the Indenture, the absence of any action to enforce
the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against
ONEOK, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense
of the New Guarantors. Each of the New Guarantors hereby agrees that in the event of a default in payment of any Indenture Obligations,
whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by
the Trustee on behalf of the Holders or, subject to Section 6.04 of the Original Indenture, by such Holders, on the terms and conditions
set forth in the Indenture, directly against such New Guarantors to enforce the EnLink Guarantees without first proceeding against ONEOK.
(c) To
the fullest extent permitted by applicable law, subject to Section 2.04 hereof, the obligations of the New Guarantors under this
ARTICLE II shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released
or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver,
renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of ONEOK or the New Guarantors
contained in any of such Currently Outstanding Securities or the Indenture, (ii) any impairment, modification, release or limitation
of the liability of ONEOK, the New Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting
from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision
of any court, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Currently
Outstanding Securities or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the
assignment or the purported assignment of any property as security for any of such Currently Outstanding Securities, including all or
any part of the rights of ONEOK or the New Guarantors under the Indenture, (v) the extension of the time for payment by ONEOK or
the New Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of
such Currently Outstanding Securities or the Indenture or of the time for performance by ONEOK or the New Guarantors of any other obligations
under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of ONEOK or the New Guarantors set forth in the Indenture, (vii) the
voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of
assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition
or readjustment, rehabilitation or relief of, or other similar proceeding affecting, ONEOK or the New Guarantors or any of their respective
assets, or the disaffirmance of any of such Currently Outstanding Securities, the EnLink Guarantees or the Indenture in any such proceeding,
(viii) the release or discharge of ONEOK or the New Guarantors from the performance or observance of any agreement, covenant, term
or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Currently Outstanding
Securities, the EnLink Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence,
or ownership of ONEOK or the New Guarantors, or (xi) any other circumstance which might otherwise constitute a defense available
to, or a legal or equitable discharge of, a surety of the New Guarantors.
(d) To
the fullest extent permitted by applicable law, each New Guarantor hereby (i) waives diligence, presentment, demand of payment, notice
of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of ONEOK or such New Guarantor, and
all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its EnLink Guarantee
may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document
evidencing its EnLink Guarantee without notice to them and (iii) covenants that its EnLink Guarantee will not be discharged except
by complete performance of its EnLink Guarantee. To the fullest extent permitted by applicable law, each New Guarantor further agrees
that if at any time all or any part of any payment theretofore applied by any Person to its EnLink Guarantee is, or must be, rescinded
or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such New Guarantor,
its EnLink Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence
notwithstanding such application, and its EnLink Guarantee shall continue to be effective or be reinstated, as the case may be, as though
such application had not been made.
(e) Each
New Guarantor shall be subrogated to all rights of the Holders and the Trustee against ONEOK in respect of any amounts paid by such New
Guarantor pursuant to the provisions of the Indenture; provided, however, that such New Guarantor shall not be
entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Currently
Outstanding Securities until all of such Currently Outstanding Securities and its EnLink Guarantee shall have been indefeasibly paid in
full or discharged.
(f) To
the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders,
any right, power, privilege or remedy under this ARTICLE II and the EnLink Guarantees shall operate as a waiver thereof, nor shall any
single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of
any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any
rights or remedies provided in law or equity. Nothing contained in this ARTICLE II shall limit the right of the Trustee or the Holders
to take any action to accelerate the maturity of such Currently Outstanding Securities pursuant to Article VI of the Original Indenture
or to pursue any rights or remedies under the Indenture or under applicable law.
Section 2.02 Limitation
on Guarantor Liability. The New Guarantors and the Trustee hereby confirm that it is the intention of all such parties that
the EnLink Guarantees of the New Guarantors not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the EnLink
Guarantees. To effectuate the foregoing intention, the Trustee and the New Guarantors hereby irrevocably agree that the obligations of
the New Guarantors will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent
and fixed liabilities of the New Guarantors that are relevant under such laws, and after giving effect to any collections from, rights
to receive contribution from or payments made by or on behalf of the New Guarantors in respect of the obligations of the New Guarantors
under this ARTICLE II, result in the obligations of the New Guarantors under the EnLink Guarantees not constituting a fraudulent transfer
or conveyance.
Section 2.03 No
Requirement to Endorse Notation of Guarantee. Each of the New Guarantors hereby agrees that its execution and delivery of this
Supplemental Indenture and the provisions set forth in this ARTICLE II shall evidence its EnLink Guarantee without the need for notation
on any Currently Outstanding Securities.
Section 2.04 Release of
EnLink Guarantees.
(a) Notwithstanding
anything to the contrary in this ARTICLE II, if either of the New Guarantors (i) shall cease to be a Subsidiary of ONEOK or (ii) shall
no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets
debt securities issued by ONEOK or the Existing Guarantors, in each case other than the Currently Outstanding Securities or any other
series of capital market debt securities of ONEOK outstanding on, and for which such New Guarantor is giving a guarantee, the date hereof,
then if no Default or Event of Default shall have occurred and be continuing, such New Guarantor, upon giving written notice to the Trustee
to the foregoing effect (which notice the Trustee may rely conclusively upon without investigation), shall be deemed to be released from
all of its obligations under the Indenture, and its EnLink Guarantee shall be of no further force or effect with respect to such New Guarantor.
Following the receipt by the Trustee of any such notice, ONEOK shall cause the Indenture to be amended and supplemented as provided in
Section 9.01 of the Original Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity
of the release and termination of its EnLink Guarantee with respect to such New Guarantor.
(b) In
addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture
as provided in ARTICLE XI of the Original Indenture with respect to a series of Currently Outstanding Securities, or (ii) a series
of Currently Outstanding Securities ceasing to be Outstanding, the New Guarantors shall be deemed to be released from all their obligations
under the Indenture with respect to such series of Currently Outstanding Securities and their EnLink Guarantees of such series of Currently
Outstanding Securities shall be of no further force or effect.
Section 2.05 Benefits Acknowledged.
Each New Guarantor acknowledges that they shall receive direct and indirect benefits from the financing arrangements contemplated by
the Indenture and from the EnLink Guarantees under this Supplemental Indenture.
Article
III
MISCELLANEOUS
Section 3.01 Notices. Notices
to the New Guarantors shall be made in accordance with Section 13.03 of the Original Indenture. The address for the New Guarantors
is 100 West Fifth Street, Tulsa, Oklahoma 74103, or such other address as the New Guarantors may designate from time to time by notice
to the Holders and ONEOK. The address for the Corporate Trust Office of the Trustee shall be located at 2 Concourse Parkway, Suite 800,
Atlanta, Georgia 30328-5588 Attention: Corporate Trust Department, or such other address as the Trustee may designate from time to time
by notice to the Holders and ONEOK.
Section 3.02 No Recourse
Against Others. No director, officer, employee, partner (including, for greater certainty, any general partner of any general
partnership who is an individual person), incorporator, manager, stockholder or member of ONEOK or any Guarantor, as such, will have
any liability for any obligations of ONEOK or the Guarantors under the Currently Outstanding Securities or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation. The waiver and release are part of the consideration for
the issuance of the EnLink Guarantees and the Currently Outstanding Securities.
Section 3.03 Certain Trustee
Matters.
The recitals contained herein
shall be taken as the statements of ONEOK and the Guarantors, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations
as to the validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof or thereof by
ONEOK or any of the Guarantors.
Except as expressly set forth
herein, nothing in this Supplemental Indenture shall alter the duties, rights, privileges, immunities or obligations of the Trustee set
forth in the Indenture and the Trustee shall be indemnified and held harmless in accordance with the terms thereof as fully and with like
effect as if set forth herein in full.
Section 3.04 Continued Effect. Except
as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance
with the provisions thereof, and the Indenture (as supplemented and amended, including by this Supplemental Indenture) is in all respects
hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner
and to the extent herein and therein provided.
Section 3.05 Governing Law. This
Supplemental Indenture and the Currently Outstanding Securities shall be governed by and construed in accordance with the laws of the
State of New York. This Supplemental Indenture and the Currently Outstanding Securities are subject to the provisions of the Trust Indenture
Act that are required to be part of this Supplemental Indenture and the Currently Outstanding Securities and shall, to the extent applicable,
be governed by such provisions.
Section 3.06 Counterparts. This
instrument may be executed in any number of counterparts, each of which, when delivered, shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument. Signatures to this Supplemental Indenture transmitted by electronic
mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original
graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original
signature. The words “execution,” “signed,” “signature,” and words of like import in this Supplemental
Indenture shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent
and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York
State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
(Signature
Page Follows)
IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
|
ONEOK, INC. |
|
|
|
By: |
/s/ Pierce H. Norton II |
|
Name: |
Pierce H. Norton II |
|
Title: |
President and Chief Executive Officer |
|
|
|
ONEOK PARTNERS, L.P. |
|
|
|
By: |
ONEOK Partners GP, L.L.C., its General Partner |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and Executive Vice President,
Investor Relations and Corporate Development |
|
|
|
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP |
|
|
|
By: |
ONEOK ILP GP, L.L.C., its General Partner |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and Executive Vice President,
Investor Relations and Corporate Development |
(Signature Page to Fourteenth Supplemental Indenture (2010 Indenture))
|
MAGELLAN MIDSTREAM PARTNERS, L.P. |
|
|
|
By: |
Magellan GP, LLC, its General Partner |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and Executive Vice President,
Investor Relations and Corporate Development |
|
|
|
ENLINK MIDSTREAM PARTNERS, LP |
|
|
|
By: |
EnLink Midstream GP, LLC, |
|
|
its General Partner |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer |
|
|
|
ELK MERGER SUB II, L.L.C. |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer |
(Signature Page to Fourteenth Supplemental Indenture (2010 Indenture))
|
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, |
|
as Trustee |
|
|
|
By: |
/s/ Gregory M. Jackson |
|
Name: |
Gregory M. Jackson |
|
Title: |
Vice President |
Schedule A
Currently Outstanding Securities
| 1. | $250,000,000 3.20% Notes due 2025 |
| 2. | $650,000,000 5.00% Notes due 2026 |
| 3. | $500,000,000 3.25% Notes due 2030 |
| 4. | $250,000,000 4.20% Notes due 2042 |
| 5. | $550,000,000 5.15% Notes due 2043 |
| 6. | $250,000,000 4.20% Notes due 2045 |
| 7. | $500,000,000 4.25% Notes due 2046 |
| 8. | $500,000,000 4.20% Notes due 2047 |
| 9. | $500,000,000 4.85% Notes due 2049 |
| 10. | $797,036,000 3.95% Notes due 2050 |
Exhibit
4.12
FOURTH
SUPPLEMENTAL INDENTURE
FOURTH
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2025, among ONEOK,
Inc., an Oklahoma corporation (“ONEOK”), ONEOK Partners, L.P., a Delaware limited partnership (“ONEOK
Partners”), ONEOK Partners Intermediate Limited Partnership, a Delaware limited partnership (“Intermediate
Partners”), Magellan Midstream Partners, L.P., a Delaware limited partnership (“Magellan” and,
together with ONEOK Partners and Intermediate Partners, the “Existing Guarantors”), EnLink Midstream Partners,
LP, a Delaware limited partnership (“ENLK”), Elk Merger Sub II, L.L.C., a Delaware limited liability company
(“Merger Sub II,” and, together with ENLK, the “New Guarantors” and each, a “New
Guarantor”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association),
as trustee under the Indenture referred to below (the “Trustee”). The Existing Guarantors together with the
New Guarantors will be referred to collectively herein as the “Guarantors.”
W
I T N E S S E T H:
WHEREAS,
the applicable Obligor (as defined below) has heretofore executed and delivered to the Trustee an indenture, dated as of April 19,
2007 (the “Original Indenture”), as amended and supplemented by the First Supplemental Indenture, dated
as of April 19, 2007 (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated September
25, 2023 (the “Second Supplemental Indenture”), and the Third Supplemental Indenture, dated December 13, 2023
(the “Third Supplemental Indenture” and, together with the First Supplemental Indenture, the Second Supplemental
Indenture, this Supplemental Indenture and the Original Indenture, collectively the “Indenture”), in each case,
among such Obligor, the guarantors party thereto and the Trustee, related to ONEOK’s outstanding 6.400% Senior Notes due 2037;
WHEREAS,
on the date hereof, pursuant to an Agreement and Plan of Merger, dated as of November 24, 2024 (the “Merger Agreement”),
among ONEOK, Elk Merger Sub I, L.L.C., a Delaware limited liability company (“Merger Sub I”), Merger Sub II,
EnLink Midstream, LLC, a Delaware limited liability company (“EnLink”), and EnLink Midstream Manager, LLC,
a Delaware limited liability company and managing member of EnLink, (i) Merger Sub I merged with and into EnLink (the “First
Merger”), with EnLink as the surviving company, and (ii) promptly following the First Merger, EnLink, as the surviving
entity in the First Merger, merged with and into Merger Sub II (the “Second Merger”), with Merger Sub II surviving
the Second Merger as a direct, wholly-owned subsidiary of ONEOK;
WHEREAS,
pursuant to the Third Supplemental Indenture, ONEOK assumed Magellan’s obligations as primary obligor with respect to the then
outstanding securities issued under the Indenture (Magellan or ONEOK, in such capacity as primary obligor, the “Obligor”);
WHEREAS,
Section 9.01 of the Original Indenture provides that ONEOK and the Trustee may from time to time and at any time, without the consent
of Holders, enter into a supplemental indenture to make any change that does not adversely affect the rights of any Holder;
WHEREAS,
all acts and requirements necessary to make this Supplemental Indenture a legal, valid and binding obligation of ONEOK and each of the
Guarantors have been done; and
WHEREAS,
in connection with the transactions contemplated by the Merger Agreement, each of the New Guarantors desires to become a guarantor of,
and provide a guarantee of, the currently outstanding securities, the titles of the series and the current outstanding principal amounts
thereof being set forth on Schedule A hereto (collectively, the “Currently Outstanding Securities”).
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
ONEOK, each of the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes
as follows:
Article
I
RELATION TO INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF
GENERAL APPLICATION
Section
1.01 Relation to Indenture. With respect to the Currently Outstanding Securities,
this Supplemental Indenture constitutes an integral part of the Indenture.
Section
1.02 Definitions. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Original Indenture.
Section
1.03 General References. For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires: (a) the terms and expressions used herein shall have
the same meanings as corresponding terms and expressions used in the Original Indenture; and (b) the words “herein,”
“hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental
Indenture as a whole and not to any particular section hereof.
Article
II
AGREEMENT TO GUARANTEE
Section
2.01 Unconditional Guarantee.
(a)
For value received, subject to Section 2.04 hereof, each of the New Guarantors hereby fully, irrevocably, unconditionally and
absolutely guarantees to the Holders of each series of Currently Outstanding Securities and to the Trustee the due and punctual
payment of the principal of, and premium, if any, and interest on such Currently Outstanding Securities, and all other amounts due
and payable under the Indenture and such Currently Outstanding Securities by ONEOK to the Trustee or such Holders (including,
without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by
the Trustee or such Holders in connection with the enforcement of the Indenture and the EnLink Guarantees (as defined below)
(collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable,
whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such
Currently Outstanding Securities and the Indenture. The guarantee by each of the New Guarantors set forth in this ARTICLE II is
collectively referred to herein as the “EnLink Guarantees,” and each, an
“EnLink Guarantee.”
Without limiting the generality of the foregoing, each of the New Guarantors’ liability shall extend to all amounts that constitute
part of the Indenture Obligations and would be owed by ONEOK to the Trustee or the Holders under the Indenture and such Currently Outstanding
Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence
of a bankruptcy, reorganization or similar proceeding involving ONEOK.
(b)
Failing payment when due of any amount guaranteed pursuant to the EnLink Guarantees, for whatever reason, each of the New Guarantors
will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or
counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). Each EnLink Guarantee hereunder is intended
to be a general, unsecured, senior obligation of the applicable New Guarantor and will rank pari passu in right of payment
with all unsecured indebtedness of each of the New Guarantors that is not, by its terms, expressly subordinated in right of payment to
the EnLink Guarantees of the New Guarantors. Each of the New Guarantors hereby agrees that, to the fullest extent permitted by applicable
law, subject to Section 2.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective
of the validity, regularity or enforceability of such Currently Outstanding Securities, the EnLink Guarantees or the Indenture, the absence
of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery
of any judgment against ONEOK, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of the New Guarantors. Each of the New Guarantors hereby agrees that in the event of a default in payment of any
Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings
may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.04 of the Original Indenture, by such Holders,
on the terms and conditions set forth in the Indenture, directly against such New Guarantors to enforce the EnLink Guarantees without
first proceeding against ONEOK.
(c)
To the fullest extent permitted by applicable law, subject to Section 2.04 hereof, the obligations of the New Guarantors under
this ARTICLE II shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged,
released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement,
release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of
ONEOK or the New Guarantors contained in any of such Currently Outstanding Securities or the Indenture, (ii) any impairment,
modification, release or limitation of the liability of ONEOK, the New Guarantors or any of their estates in bankruptcy, or any
remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy
Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Trustee or any such
Holder of any rights or remedies under any of such Currently Outstanding Securities or the Indenture or their delay in or failure to
assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for
any of such Currently Outstanding Securities, including all or any part of the rights of ONEOK or the New Guarantors under the
Indenture, (v) the extension of the time for payment by ONEOK or the New Guarantors of any payments or other sums or any part
thereof owing or payable under any of the terms and provisions of any of such Currently Outstanding Securities or the Indenture or
of the time for performance by ONEOK or the New Guarantors of any other obligations under or arising out of any such terms
and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or
otherwise) of any duty, agreement or obligation of ONEOK or the New Guarantors set forth in the Indenture, (vii) the voluntary
or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets
and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment, rehabilitation or relief of, or other similar proceeding affecting, ONEOK or the New Guarantors or any
of their respective assets, or the disaffirmance of any of such Currently Outstanding Securities, the EnLink Guarantees or the
Indenture in any such proceeding, (viii) the release or discharge of ONEOK or the New Guarantors from the performance or
observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the
unenforceability of any of such Currently Outstanding Securities, the EnLink Guarantees or the Indenture, (x) any change in the
name, business, capital structure, corporate existence, or ownership of ONEOK or the New Guarantors, or (xi) any other
circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety of the New
Guarantors.
(d)
To the fullest extent permitted by applicable law, each New Guarantor hereby (i) waives diligence, presentment, demand of payment,
notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of ONEOK or such New Guarantor,
and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its EnLink Guarantee
may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document
evidencing its EnLink Guarantee without notice to them and (iii) covenants that its EnLink Guarantee will not be discharged except
by complete performance of its EnLink Guarantee. To the fullest extent permitted by applicable law, each New Guarantor further agrees
that if at any time all or any part of any payment theretofore applied by any Person to its EnLink Guarantee is, or must be, rescinded
or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such New Guarantor,
its EnLink Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence
notwithstanding such application, and its EnLink Guarantee shall continue to be effective or be reinstated, as the case may be, as though
such application had not been made.
(e)
Each New Guarantor shall be subrogated to all rights of the Holders and the Trustee against ONEOK in respect of any amounts paid by such
New Guarantor pursuant to the provisions of the Indenture; provided, however, that such New Guarantor shall not
be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such
Currently Outstanding Securities until all of such Currently Outstanding Securities and its EnLink Guarantee shall have been indefeasibly
paid in full or discharged.
(f)
To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the
Holders, any right, power, privilege or remedy under this ARTICLE II and the EnLink Guarantees shall operate as a waiver thereof, nor
shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the
exercise of any other rights, powers, privileges or remedies.
The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing
contained in this ARTICLE II shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such
Currently Outstanding Securities pursuant to Article VI of the Original Indenture or to pursue any rights or remedies under the
Indenture or under applicable law.
Section
2.02 Limitation on Guarantor Liability. The New Guarantors and the Trustee hereby
confirm that it is the intention of all such parties that the EnLink Guarantees of the New Guarantors not constitute a fraudulent transfer
or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal or state law to the extent applicable to the EnLink Guarantees. To effectuate the foregoing intention, the Trustee and the New
Guarantors hereby irrevocably agree that the obligations of the New Guarantors will be limited to the maximum amount that will, after
giving effect to such maximum amount and all other contingent and fixed liabilities of the New Guarantors that are relevant under such
laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of the New
Guarantors in respect of the obligations of the New Guarantors under this ARTICLE II, result in the obligations of the New Guarantors
under the EnLink Guarantees not constituting a fraudulent transfer or conveyance.
Section
2.03 No Requirement to Endorse Notation of Guarantee. Each of the New Guarantors
hereby agrees that its execution and delivery of this Supplemental Indenture and the provisions set forth in this ARTICLE II shall evidence
its EnLink Guarantee without the need for notation on any Currently Outstanding Securities.
Section
2.04 Release of EnLink Guarantees.
(a)
Notwithstanding anything to the contrary in this ARTICLE II, if either of the New Guarantors (i) shall cease to be a Subsidiary
of ONEOK or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor
of any capital markets debt securities issued by ONEOK or the Existing Guarantors, in each case other than the Currently Outstanding
Securities or any other series of capital market debt securities of ONEOK outstanding on, and for which such New Guarantor is giving
a guarantee, the date hereof, then if no Default or Event of Default shall have occurred and be continuing, such New Guarantor, upon
giving written notice to the Trustee to the foregoing effect (which notice the Trustee may rely conclusively upon without investigation),
shall be deemed to be released from all of its obligations under the Indenture, and its EnLink Guarantee shall be of no further force
or effect with respect to such New Guarantor. Following the receipt by the Trustee of any such notice, ONEOK shall cause the Indenture
to be amended and supplemented as provided in Section 9.01 of the Original Indenture; provided, however, that the failure to so
amend the Indenture shall not affect the validity of the release and termination of its EnLink Guarantee with respect to such New Guarantor.
(b)
In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the
Indenture as provided in ARTICLE XI of the Original Indenture with respect to a series of Currently Outstanding Securities, or (ii) a
series of Currently Outstanding Securities ceasing to be Outstanding, the New Guarantors shall be deemed to be released from all their
obligations under the Indenture with respect to such series of Currently
Outstanding Securities and their EnLink Guarantees of such series of Currently Outstanding Securities shall be of no further force or
effect.
Section
2.05 Benefits AcknowledgedSection 2.06. Each New Guarantor acknowledges that it shall
receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and from the EnLink Guarantees under
this Supplemental Indenture.
Article
III
MISCELLANEOUS
Section
3.01 Notices. Notices to the New Guarantors shall be made in accordance with Section 13.03
of the Original Indenture. The address for the New Guarantors is 100 West Fifth Street, Tulsa, Oklahoma 74103, or such other address
as the New Guarantors may designate from time to time by notice to the Holders and ONEOK. The address for the Corporate Trust Office
of the Trustee shall be located at 2 Concourse Parkway, Suite 800, Atlanta, Georgia 30328-5588 Attention: Corporate Trust Department,
or such other address as the Trustee may designate from time to time by notice to the Holders and ONEOK.
Section
3.02 No Recourse Against Others. No director, officer, employee, partner (including,
for greater certainty, any general partner of any general partnership who is an individual person), incorporator, manager, stockholder
or member of ONEOK or any Guarantor, as such, will have any liability for any obligations of ONEOK or the Guarantors under the Currently
Outstanding Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
The waiver and release are part of the consideration for the issuance of the EnLink Guarantees and the Currently Outstanding Securities.
Section
3.03 Certain Trustee Matters.
The
recitals contained herein shall be taken as the statements of ONEOK and the Guarantors, and the Trustee assumes no responsibility for
their correctness.
The
Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or the proper authorization or the
due execution hereof or thereof by ONEOK or any of the Guarantors.
Except
as expressly set forth herein, nothing in this Supplemental Indenture shall alter the duties, rights, privileges, immunities or obligations
of the Trustee set forth in the Indenture and the Trustee shall be indemnified and held harmless in accordance with the terms thereof
as fully and with like effect as if set forth herein in full.
Section
3.04 Continued Effect. Except as expressly supplemented and amended by this Supplemental
Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as supplemented
and amended, including by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture
and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.
Section
3.05 Governing Law. This Supplemental Indenture and the Currently Outstanding Securities shall be governed by
and construed in accordance with the laws of the State of New York. This Supplemental Indenture and the Currently Outstanding Securities
are subject to the provisions of the Trust Indenture Act that are required to be part of this Supplemental Indenture and the Currently
Outstanding Securities and shall, to the extent applicable, be governed by such provisions.
Section
3.06 Counterparts. This instrument may be executed in any number of counterparts,
each of which, when delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument. Signatures to this Supplemental Indenture transmitted by electronic mail in “portable document format” (“.pdf”)
form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the
same effect as physical delivery of the paper document bearing the original signature. The words “execution,” “signed,”
“signature,” and words of like import in this Supplemental Indenture shall be deemed to include electronic signatures or
electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the
use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other
similar state laws based on the Uniform Electronic Transactions Act.
(Signature
Page Follows)
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
|
ONEOK, INC. |
|
|
|
|
By: |
/s/
Pierce H. Norton II |
|
Name: |
Pierce H. Norton
II |
|
Title: |
President and Chief
Executive Officer |
|
ONEOK PARTNERS,
L.P. |
|
|
|
By:
| ONEOK Partners
GP, L.L.C., its General Partner |
|
|
|
|
By: |
/s/
Walter S. Hulse III |
|
Name: |
Walter
S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and
Executive Vice President, Investor
Relations and Corporate Development |
|
ONEOK PARTNERS INTERMEDIATE LIMITED
PARTNERSHIP |
|
|
|
By: |
ONEOK ILP GP, L.L.C., its General Partner |
|
|
|
|
By: |
/s/
Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and
Executive Vice President, Investor
Relations and Corporate Development |
(Signature Page to Fourth Supplemental Indenture (2007 Indenture))
|
MAGELLAN MIDSTREAM PARTNERS, L.P. |
|
|
|
By: |
Magellan GP, LLC, its General Partner |
|
|
|
|
By: |
/s/
Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and
Executive Vice President, Investor
Relations and Corporate Development |
|
|
|
ENLINK MIDSTREAM PARTNERS, LP |
|
|
|
By: |
EnLink Midstream GP, LLC, its General Partner |
|
|
|
|
By: |
/s/
Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer |
|
ELK MERGER SUB II, L.L.C. |
|
|
|
By: |
/s/
Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer |
(Signature Page to Fourth Supplemental Indenture (2007 Indenture))
|
U.S.
BANK TRUST COMPANY, NATIONAL ASSOCATION,
As
Trustee |
|
|
|
By: |
/s/
Gregory M. Jackson |
|
Name: |
Gregory M. Jackson |
|
Title: |
Vice President |
(Signature Page to Fourth Supplemental Indenture (2007 Indenture))
Schedule
A
Currently Outstanding Securities
1. | $250,000,000
6.40% Notes due 2037 |
Exhibit 4.13
ONEOK, INC.
as Issuer;
ONEOK PARTNERS, L.P.,
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP,
MAGELLAN MIDSTREAM PARTNERS, L.P.,
ENLINK MIDSTREAM PARTNERS, LP,
and
ELK MERGER SUB II, L.L.C.
as Guarantors;
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
SIXTH SUPPLEMENTAL INDENTURE
Dated as of January 31, 2025
to
INDENTURE
Dated as of December 28, 2001
Relating to Debt Securities
6.00% Notes due 2035
SIXTH SUPPLEMENTAL INDENTURE,
dated as of January 31, 2025 (this “Supplemental Indenture”), among ONEOK, INC., an Oklahoma corporation (the “Company”),
ONEOK PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP,
a Delaware limited partnership (the “Intermediate Partnership”), MAGELLAN MIDSTREAM PARTNERS, L.P., a Delaware limited
partnership (“Magellan” and, together with the Partnership and the Intermediate Partnership, the “Existing
Guarantors”), ENLINK MIDSTREAM PARTNERS , LP, a Delaware limited partnership (“ENLK”), ELK MERGER SUB II,
L.L.C., a Delaware limited liability company (“Merger Sub II”) (each of ENLK and Merger Sub II, a “New Guarantor”
and, collectively, the “New Guarantors” and, together with the Existing Guarantors, the “Guarantors”),
and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), as trustee under the Indenture
referred to below (in such capacity, the “Trustee”).
RECITALS
WHEREAS, the Company
and the Trustee have heretofore entered into an Indenture, dated as of December 28, 2001 (the “Original Indenture”)
(the Original Indenture, as amended and supplemented from time to time, including without limitation pursuant to this Supplemental Indenture,
collectively being referred to herein as the “Indenture”);
WHEREAS, on the date
hereof, pursuant to an Agreement and Plan of Merger, dated as of January 31, 2025 (the “Merger Agreement”), among the
Company, Elk Merger Sub I, L.L.C., a Delaware limited liability company (“Merger Sub I”), Merger Sub II, EnLink Midstream,
LLC, a Delaware limited liability company (“EnLink”), and EnLink Midstream Manager, LLC, a Delaware limited liability
company and managing member of EnLink (the “Manager), (i) Merger Sub I merged with and into EnLink (the “First Merger”),
with EnLink as the surviving company, and (ii) promptly following the First Merger, EnLink, as the surviving entity in the First Merger,
merged with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”),
with Merger Sub II surviving the Second Merger as a direct, wholly-owned subsidiary of the Company;
WHEREAS, Section 901
of the Indenture provides that the Company and the Trustee may from time to time and at any time, without the consent of Holders, enter
into a supplemental indenture to make any change that does not adversely affect the rights of any Holder;
WHEREAS, all acts and
requirements necessary to make this Supplemental Indenture a legal, valid and binding obligation of the Company and the Guarantors have
been done; and
WHEREAS, in connection
with the transactions contemplated by the Merger Agreement, each of the New Guarantors desires to become a guarantor of, and provide a
guarantee of, the currently outstanding securities, the titles of the series and the current outstanding principal amounts thereof being
set forth on Schedule A hereto (collectively, the “Currently Outstanding Securities”).
NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of
the New Guarantors hereby guarantees the Company’s obligations under the Currently Outstanding Securities as follows:
Article
I
RELATION TO INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01 Relation to
Indenture. With respect to the Currently Outstanding Securities, this Supplemental Indenture constitutes an integral part of the
Original Indenture.
Section 1.02 Definitions.
For all purposes of this Supplemental Indenture, capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned thereto in the Original Indenture.
Section 1.03 General References.
All references in this Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles
and Sections of this Supplemental Indenture; and the term “herein”, “hereof”, “hereunder” and any
other word of similar import refers to this Supplemental Indenture.
Article
II
AGREEMENT TO GUARANTEE
Section 2.01 Unconditional
Guarantee.
(a)
For value received, subject to Section 2.04 hereof, each of the New Guarantors hereby fully, irrevocably, unconditionally
and absolutely guarantees to the Holders of each series of Currently Outstanding Securities and to the Trustee the due and punctual payment
of the principal of, and premium, if any, and interest on such Currently Outstanding Securities, and all other amounts due and payable
under the Indenture and such Currently Outstanding Securities by the Company to the Trustee or such Holders (including, without limitation,
all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders
in connection with the enforcement of the Indenture and the EnLink Guarantees (as defined below) (collectively, the “Indenture
Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by
declaration of acceleration or otherwise, according to the terms of such Currently Outstanding Securities and the Indenture. The guarantee
by each New Guarantor set forth in this ARTICLE II is referred to herein as the “EnLink Guarantees.” Without limiting
the generality of the foregoing, each New Guarantor’s liability shall extend to all amounts that constitute part of the Indenture
Obligations and would be owed by the Company to the Trustee or such Holders under the Indenture and such Currently Outstanding Securities
but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Company.
(b) Failing payment when
due of any amount guaranteed pursuant to the EnLink Guarantees, for whatever reason, each of the New Guarantors will be obligated
(to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or
other reduction whatsoever (whether for taxes, withholding or otherwise). The EnLink Guarantees hereunder are intended to be
general, unsecured, senior obligations of the New Guarantors and will rank pari passu in right of payment with all
unsecured indebtedness of the New Guarantor that is not, by its terms, expressly subordinated in right of payment to the EnLink
Guarantees of the New Guarantors. Each of the New Guarantors hereby agrees that, to the fullest extent permitted by applicable law,
subject to Section 2.04 hereof, their obligations hereunder shall be full, irrevocable, unconditional and absolute,
irrespective of the validity, regularity or enforceability of such Currently Outstanding Securities, the EnLink Guarantees or the
Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which
might otherwise constitute a legal or equitable discharge or defense of the New Guarantors. Each of the New Guarantors hereby agrees
that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by
declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to
Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against the New
Guarantors to enforce the EnLink Guarantees without first proceeding against the Company.
(c) To the fullest extent
permitted by applicable law, subject to Section 2.04 hereof, the obligations of the New Guarantors under this ARTICLE II shall
each be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or
limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release,
waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company
or the New Guarantors contained in any of such Currently Outstanding Securities or the Indenture, (ii) any impairment,
modification, release or limitation of the liability of the Company, the New Guarantors or any of their estates in bankruptcy, or
any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy
Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Trustee or any such
Holder of any rights or remedies under any of such Currently Outstanding Securities or the Indenture or their delay in or failure to
assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for
any of such Currently Outstanding Securities, including all or any part of the rights of the Company or the New Guarantors under the
Indenture, (v) the extension of the time for payment by the Company or the New Guarantors of any payments or other sums or any
part thereof owing or payable under any of the terms and provisions of any of such Currently Outstanding Securities or the Indenture
or of the time for performance by the Company or the New Guarantors of any other obligations under or arising out of any such terms
and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or
otherwise) of any duty, agreement or obligation of the Company or the New Guarantors set forth in the Indenture, (vii) the
voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling
of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment, rehabilitation or relief of, or other similar proceeding affecting, the Company or the New
Guarantors or any of their respective assets, or the disaffirmance of any of such Currently Outstanding Securities, the EnLink
Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company or the New Guarantors from
the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of
law, (ix) the unenforceability of any of such Currently Outstanding Securities, the EnLink Guarantees or the Indenture,
(x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or the New
Guarantors, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable
discharge of, a surety or the New Guarantors.
(d)
To the fullest extent permitted by applicable law, each of the New Guarantors hereby (i) waives diligence, presentment, demand
of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or
the New Guarantors, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing
the EnLink Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement,
instrument or document evidencing the EnLink Guarantees without notice to them and (iii) covenants that the EnLink Guarantees will
not be discharged except by complete performance of the EnLink Guarantees. To the fullest extent permitted by applicable law, each of
the New Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to the EnLink Guarantees
is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization
of the New Guarantors, the EnLink Guarantees shall, to the extent that such payment is or must be rescinded or returned, be deemed to
have continued in existence notwithstanding such application, and the EnLink Guarantees shall continue to be effective or be reinstated,
as the case may be, as though such application had not been made.
(e)
Each of the New Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any
amounts paid by the New Guarantors pursuant to the provisions of the Indenture; provided, however, that each of
the New Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation
with respect to any of such Currently Outstanding Securities until all of such Currently Outstanding Securities and the EnLink Guarantees
shall have been indefeasibly paid in full or discharged.
(f)
To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee
or the Holders, any right, power, privilege or remedy under this ARTICLE II and the EnLink Guarantees shall operate as a waiver thereof,
nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or
the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive
of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE II shall limit the right of the Trustee or the
Holders to take any action to accelerate the maturity of such Currently Outstanding Securities pursuant to Article FIVE of the Indenture
or to pursue any rights or remedies under the Indenture or under applicable law.
Section 2.02 Limitation
on Guarantor Liability. Each of the New Guarantors and the Trustee hereby confirms that it is the intention of all such parties
that the EnLink Guarantees of the New Guarantors not constitute fraudulent transfers or conveyances for purposes of Bankruptcy Law,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to the EnLink Guarantees. To effectuate the foregoing intention, the Trustee and the New Guarantors hereby irrevocably
agree that the obligations of the New Guarantors will be limited to the maximum amount that will, after giving effect to such
maximum amount and all other contingent and fixed liabilities of the New Guarantors that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of the New Guarantors in
respect of the obligations of the New Guarantors under this ARTICLE II, result in the obligations of the New Guarantors under the
EnLink Guarantees not constituting fraudulent transfers or conveyances.
Section 2.03 No Requirement
to Endorse Notation of Guarantee. Each of the New Guarantors hereby agrees that their execution and delivery of this Supplemental
Indenture and the provisions set forth in this ARTICLE II shall evidence the EnLink Guarantees without the need for notation on any Currently
Outstanding Securities.
Section 2.04 Release of Guarantee.
(a)
Notwithstanding anything to the contrary in this ARTICLE II, if either of the New Guarantors (i) shall cease to be a Subsidiary
of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a
guarantor of any capital markets debt securities issued by the Company or the other Guarantors, in each case other than the Currently
Outstanding Securities or any other series of capital market debt securities of the Company outstanding on, and for which the applicable
New Guarantor is giving a guarantee, the date hereof, then if no Default or Event of Default shall have occurred and be continuing, the
applicable New Guarantor, upon giving written notice to the Trustee to the foregoing effect (which notice the Trustee may rely conclusively
upon without investigation), shall be deemed to be released from all of its obligations under the Indenture, and the EnLink Guarantees
shall be of no further force or effect with respect to the applicable New Guarantor. Following the receipt by the Trustee of any such
notice, the Company shall cause the Indenture to be amended and supplemented as provided in Section 901 of the Indenture; provided, however,
that the failure to so amend the Indenture shall not affect the validity of the release and termination of the EnLink Guarantees with
respect to the applicable New Guarantor.
(b)
In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge
of the Indenture as provided in ARTICLES FOUR and FIFTEEN , respectively, of the Indenture with respect to a series of Currently Outstanding
Securities, or (ii) a series of Currently Outstanding Securities ceasing to be Outstanding, each New Guarantor shall be deemed to
be released from all its obligations under the Indenture with respect to such series of Currently Outstanding Securities and the EnLink
Guarantees of such series of Currently Outstanding Securities shall be of no further force or effect.
Section 2.05
Benefits Acknowledged. Each of the New Guarantors acknowledges that it shall receive direct and indirect benefits from the
financing arrangements contemplated by the Indenture and from the EnLink Guarantees under this Supplemental Indenture.
Article
III
MISCELLANEOUS
Section 3.01 Notices.
Notices to the New Guarantors shall be made in accordance with Section 105 of the Indenture at the address for the Company set forth
in such Section. The address for the Corporate Trust Office of the Trustee shall be located at 2 Concourse Parkway, Suite 800, Atlanta,
Georgia 30328-5588 Attention: Corporate Trust Department, or such other address as the Trustee may designate from time to time by notice
to the Holders and the Company.
Section 3.02 No Recourse
Against Others. No director, officer, employee, partner (including, for greater certainty, any general partner of any general partnership
who is an individual person), incorporator, manager, stockholder or member of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company, the New Guarantors or the other Guarantors under the Currently Outstanding Securities or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or their creation. The waiver and release are part of the
consideration for the issuance of the EnLink Guarantees and the Currently Outstanding Securities.
Section 3.03 Certain Trustee
Matters.
The recitals contained herein
shall be taken as the statements of the Company and the Guarantors, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations
as to the validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof or thereof by
the Company or any of the Guarantors.
Except as expressly set forth
herein, nothing in this Supplemental Indenture shall alter the duties, rights, privileges, immunities or obligations of the Trustee set
forth in the Original Indenture and the Trustee shall be indemnified and held harmless in accordance with the terms thereof as fully and
with like effect as if set forth herein in full.
Section 3.04 Continued Effect.
Except as expressly supplemented and amended by this Supplemental Indenture, the Original Indenture shall continue in full force and
effect in accordance with the provisions thereof, and the Original Indenture (as supplemented and amended by this Supplemental Indenture)
is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original
Indenture in the manner and to the extent herein and therein provided.
Section 3.05 Governing Law.
This Supplemental Indenture and the Currently Outstanding Securities shall be governed by and construed in accordance with the laws of
the State of New York. This Supplemental Indenture and the Currently Outstanding Securities are subject to the provisions of the Trust
Indenture Act that are required to be part of this Supplemental Indenture and the Currently Outstanding Securities and shall, to the
extent applicable, be governed by such provisions.
Section
3.06 Counterparts. This instrument may be executed in any number of counterparts, each of which, when delivered, shall
be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Signatures to this
Supplemental Indenture transmitted by electronic mail in “portable document format” (“.pdf”) form, or by any
other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect
as physical delivery of the paper document bearing the original signature. The words “execution,” “signed,”
“signature,” and words of like import in this Supplemental Indenture shall be deemed to include electronic signatures or
electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or
the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and
Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
(signature page follows)
IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed and delivered, all as of the day and year first above written.
|
ONEOK, INC. |
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By: |
/s/ Pierce H. Norton II |
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Name: |
Pierce H. Norton II |
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Title: |
President and Chief Executive Officer |
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ONEOK PARTNERS, L.P. |
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By: |
ONEOK Partners GP, L.L.C., |
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its General Partner |
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By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer, Treasurer and Executive Vice President,
Investor Relations and Corporate Development |
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ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP |
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By: |
ONEOK ILP GP, L.L.C., |
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its General Partner |
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By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer, Treasurer and Executive Vice President,
Investor Relations and Corporate Development |
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MAGELLAN MIDSTREAM PARTNERS, L.P. |
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By: |
Magellan GP, LLC, its General Partner |
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By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer, Treasurer and Executive Vice President,
Investor Relations and Corporate Development |
[Signature
Page to ONEOK Sixth Supplemental Indenture (2001 Indenture)]
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ENLINK MIDSTREAM PARTNERS, LP |
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By: |
EnLink Midstream GP, LLC, |
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its General Partner |
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By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer, Treasurer and Executive Vice President,
Investor Relations and Corporate Development |
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ELK MERGER SUB II, L.L.C. |
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By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer |
[Signature Page to ONEOK Sixth Supplemental Indenture (2001 Indenture)]
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U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, |
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as Trustee |
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By: |
/s/ Gregory M. Jackson |
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Name: |
Gregory M. Jackson |
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Title: |
Vice President |
[Signature Page to ONEOK Sixth Supplemental Indenture (2001 Indenture)]
Schedule A
Currently Outstanding Securities
$400,000,000 6.00% Notes due
2035
Exhibit
4.14
ONEOK,
INC.
as
Issuer;
ONEOK
PARTNERS, L.P.,
ONEOK
PARTNERS INTERMEDIATE LIMITED PARTNERSHIP,
MAGELLAN
MIDSTREAM PARTNERS, L.P.,
ENLINK
MIDSTREAM PARTNERS, LP,
and
ELK
MERGER SUB II, L.L.C.
as
Guarantors;
and
U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION
as
Trustee
THIRTY-SECOND
SUPPLEMENTAL INDENTURE
Dated
as of January 31, 2025
to
INDENTURE
Dated
as of January 26, 2012
Relating
to Debt Securities
2.200%
Notes due 2025
5.850%
Notes due 2026
5.550%
Notes due 2026
4.000%
Notes due 2027
4.250%
Notes due 2027
5.650%
Notes due 2028
4.550%
Notes due 2028
4.350%
Notes due 2029
3.400%
Notes due 2029
4.400%
Notes due 2029
3.100%
Notes due 2030
5.800%
Notes due 2030
6.350%
Notes due 2031
4.750%
Notes due 2031
6.100%
Notes due 2032
6.050%
Notes due 2033
5.050%
Notes due 2034
4.950%
Notes due 2047
5.200%
Notes due 2048
4.450%
Notes due 2049
4.500%
Notes due 2050
7.150%
Notes due 2051
6.625%
Notes due 2053
5.700%
Notes due 2054
5.850%
Notes due 2064
THIRTY-SECOND
SUPPLEMENTAL INDENTURE, dated as of January 31, 2025 (this “Supplemental Indenture”), among ONEOK, INC., an Oklahoma
corporation (the “Company”), ONEOK PARTNERS, L.P., a Delaware limited partnership (the “Partnership”),
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Intermediate Partnership”),
MAGELLAN MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (together with the Partnership and the Intermediate Partnership, the
“Existing Guarantors”), EnLink Midstream Partners, LP, a Delaware limited
partnership (“ENLK”), Elk Merger Sub II, L.L.C., a Delaware limited
liability company (“Merger Sub II”) (each of ENLK and Merger Sub II, a “New Guarantor” and, collectively,
the “New Guarantors” and, together with the Existing Guarantors, the “Guarantors”), and U.S. BANK
TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), as trustee under the Indenture referred
to below (in such capacity, the “Trustee”).
RECITALS
WHEREAS,
the Company and the Trustee have heretofore entered into an Indenture, dated as of January 26, 2012 (the “Original Indenture”
and, the Original Indenture, as amended and supplemented from time to time, including without limitation pursuant to this Supplemental
Indenture, collectively being referred to herein as the “Indenture”);
WHEREAS,
on the date hereof, pursuant to an Agreement and Plan of Merger, dated as of November 24, 2024 (the “Merger Agreement”),
among the Company, Elk Merger Sub I, L.L.C., a Delaware limited liability company (“Merger Sub I”), Merger Sub II,
EnLink Midstream, LLC, a Delaware limited liability company (“EnLink”), and EnLink Midstream Manager, LLC, a Delaware
limited liability company and managing member of EnLink, (i) Merger Sub I merged with and into EnLink (the “First Merger”),
with EnLink as the surviving company, and (ii) promptly following the First Merger, EnLink, as the surviving entity in the First Merger,
merged with and into Merger Sub II (the “Second Merger”), with Merger Sub II surviving the Second Merger as a direct,
wholly-owed subsidiary of the Company;
WHEREAS,
Section 901 of the Indenture provides that the Company and the Trustee may from time to time and at any time, without the consent
of Holders, enter into a supplemental indenture to make any change that does not adversely affect the rights of any Holder;
WHEREAS,
all acts and requirements necessary to make this Supplemental Indenture a legal, valid and binding obligation of the Company and the
Guarantors have been done; and
WHEREAS,
in connection with the transactions contemplated by the Merger Agreement, the New Guarantors desire to become guarantors of, and provide
guarantees of, the currently outstanding securities, the titles of the series and the current outstanding principal amounts thereof being
set forth on Schedule A hereto (collectively, the “Currently Outstanding Securities”).
NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, each of the New
Guarantors hereby guarantees the Company’s obligations under the Currently Outstanding Securities as follows:
Article
I
RELATION TO INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section
1.01 Relation to Indenture. With respect to the Currently Outstanding Securities,
this Supplemental Indenture constitutes an integral part of the Original Indenture.
Section
1.02 Definitions. For all purposes of this Supplemental Indenture, capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Original Indenture.
Section
1.03 General References. All references in this Supplemental Indenture to Articles
and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and the term
“herein”, “hereof”, “hereunder” and any other word of similar import refers to this Supplemental
Indenture.
Article
II
AGREEMENT TO GUARANTEE
Section
2.01 Unconditional Guarantee.
(a)
For value received, subject to Section 2.04 hereof, each of the New Guarantors hereby fully, irrevocably, unconditionally and absolutely
guarantees to the Holders of each series of Currently Outstanding Securities and to the Trustee the due and punctual payment of the principal
of, and premium, if any, and interest on such Currently Outstanding Securities, and all other amounts due and payable under the Indenture
and such Currently Outstanding Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and
expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection
with the enforcement of the Indenture and the EnLink Guarantees (as defined below) (collectively, the “Indenture Obligations”),
when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration
or otherwise, according to the terms of such Currently Outstanding Securities and the Indenture. The guarantee by each New Guarantor
set forth in this ARTICLE II is referred to herein as the “EnLink Guarantees.” Without limiting the generality of
the foregoing, each New Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and
would be owed by the Company to the Trustee or such Holders under the Indenture and such Currently Outstanding Securities but for the
fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization
or similar proceeding involving the Company.
(b)
Failing payment when due of any amount guaranteed pursuant to the EnLink Guarantees, for whatever reason, each of the New Guarantors
will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or
counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The EnLink Guarantees hereunder are
intended to be general, unsecured, senior obligations of the New Guarantors and will rank pari passu in
right of payment with all unsecured indebtedness of the New Guarantors that is not, by its terms, expressly subordinated in right of
payment to the EnLink Guarantees of the New Guarantors. Each of the New Guarantors hereby agrees that, to the fullest extent
permitted by applicable law, subject to Section 2.04 hereof, their obligations hereunder shall be full, irrevocable,
unconditional and absolute, irrespective of the validity, regularity or enforceability of such Currently Outstanding Securities, the
EnLink Guarantees or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with
respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable discharge or defense of the New Guarantors. Each of the New
Guarantors hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity,
upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the
Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture,
directly against the New Guarantors to enforce the EnLink Guarantees without first proceeding against the Company.
(c)
To the fullest extent permitted by applicable law, subject to Section 2.04 hereof, the obligations of the New Guarantors under
this ARTICLE II shall each be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified,
discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise,
settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and
liabilities of the Company or the New Guarantors contained in any of such Currently Outstanding Securities or the Indenture,
(ii) any impairment, modification, release or limitation of the liability of the Company, the New Guarantors or any of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of
any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise
by the Trustee or any such Holder of any rights or remedies under any of such Currently Outstanding Securities or the Indenture or
their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of
any property as security for any of such Currently Outstanding Securities, including all or any part of the rights of the Company or
the New Guarantors under the Indenture, (v) the extension of the time for payment by the Company or the New Guarantors of any
payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Currently
Outstanding Securities or the Indenture or of the time for performance by the Company or the New Guarantors of any other obligations
under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or
amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or the New Guarantors set forth in the
Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all
of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment, rehabilitation or relief of, or other similar proceeding affecting, the
Company or the New Guarantors or any of their respective assets, or the disaffirmance of any of such Currently Outstanding
Securities, the EnLink Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company or
the New Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such
instruments by operation of law, (ix) the unenforceability of any of such Currently Outstanding Securities, the EnLink
Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the
Company or the New Guarantors, or (xi) any other circumstance which might otherwise constitute a defense available to, or a
legal or equitable discharge of, a surety or the New Guarantors.
(d)
To the fullest extent permitted by applicable law, each of the New Guarantors hereby (i) waives diligence, presentment, demand of
payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or the
New Guarantors, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing
the EnLink Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement,
instrument or document evidencing the EnLink Guarantees without notice to them and (iii) covenants that the EnLink Guarantees will
not be discharged except by complete performance of the EnLink Guarantees. To the fullest extent permitted by applicable law, each of
the New Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to the EnLink
Guarantees is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy
or reorganization of the New Guarantors, the EnLink Guarantees shall, to the extent that such payment is or must be rescinded or returned,
be deemed to have continued in existence notwithstanding such application, and the EnLink Guarantees shall continue to be effective or
be reinstated, as the case may be, as though such application had not been made.
(e)
Each of the New Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts
paid by the New Guarantors pursuant to the provisions of the Indenture; provided, however, that each of the New
Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with
respect to any of such Currently Outstanding Securities until all of such Currently Outstanding Securities and the EnLink Guarantees
shall have been indefeasibly paid in full or discharged.
(f)
To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the
Holders, any right, power, privilege or remedy under this ARTICLE II and the EnLink Guarantees shall operate as a waiver thereof, nor
shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the
exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive
of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE II shall limit the right of the Trustee or the
Holders to take any action to accelerate the maturity of such Currently Outstanding Securities pursuant to ARTICLE FIVE of the Indenture
or to pursue any rights or remedies under the Indenture or under applicable law.
Section
2.02 Limitation on Guarantor Liability. Each of the New Guarantors and the Trustee
hereby confirms that it is the intention of all such parties that the EnLink Guarantees of the New Guarantors not constitute fraudulent
transfers or conveyances for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar federal or state law to the extent applicable to the EnLink Guarantees. To effectuate the foregoing intention, the Trustee
and the New Guarantors hereby irrevocably agree that the obligations
of the New Guarantors will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent
and fixed liabilities of the New Guarantors that are relevant under such laws, and after giving effect to any collections from, rights
to receive contribution from or payments made by or on behalf of the New Guarantors in respect of the obligations of the New Guarantors
under this ARTICLE II, result in the obligations of the New Guarantors under the EnLink Guarantees not constituting fraudulent transfers
or conveyances.
Section
2.03 No Requirement to Endorse Notation of Guarantee. Each of the New Guarantors
hereby agrees that their execution and delivery of this Supplemental Indenture and the provisions set forth in this ARTICLE II shall
evidence the EnLink Guarantees without the need for notation on any Currently Outstanding Securities.
Section
2.04 Release of Guarantee.
(a)
Notwithstanding anything to the contrary in this ARTICLE II, if either of the New Guarantors (i) shall cease to be a Subsidiary
of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a
guarantor of any capital markets debt securities issued by the Company or the other Guarantors, in each case other than the Currently
Outstanding Securities or any other series of capital market debt securities of the Company outstanding on, and for which the applicable
New Guarantor is giving a guarantee, the date hereof, then if no Default or Event of Default shall have occurred and be continuing, the
applicable New Guarantor, upon giving written notice to the Trustee to the foregoing effect (which notice the Trustee may rely conclusively
upon without investigation), shall be deemed to be released from all of its obligations under the Indenture, and the EnLink Guarantees
shall be of no further force or effect with respect to the applicable New Guarantor. Following the receipt by the Trustee of any such
notice, the Company shall cause the Indenture to be amended and supplemented as provided in Section 901 of the Indenture; provided, however,
that the failure to so amend the Indenture shall not affect the validity of the release and termination of the EnLink Guarantees with
respect to the applicable New Guarantor.
(b)
In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the
Indenture as provided in ARTICLES FOUR and FIFTEEN, respectively, of the Indenture with respect to a series of Currently Outstanding
Securities, or (ii) a series of Currently Outstanding Securities ceasing to be Outstanding, each New Guarantor shall be deemed to
be released from all its obligations under the Indenture with respect to such series of Currently Outstanding Securities and the EnLink
Guarantees of such series of Currently Outstanding Securities shall be of no further force or effect.
Section
2.05 Benefits Acknowledged. Each of the New Guarantors acknowledges that it shall
receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and from the EnLink Guarantees under
this Supplemental Indenture.
Article
III
MISCELLANEOUS
Section
3.01 Notices. Notices to the New Guarantors shall be made in accordance with Section 105
of the Indenture at the address for the Company set forth in such Section. The address for the Corporate Trust Office of the Trustee
shall be located at 2 Concourse Parkway, Suite 800, Atlanta, Georgia 30328-5588 Attention: Corporate Trust Department, or such other
address as the Trustee may designate from time to time by notice to the Holders and the Company.
Section
3.02 No Recourse Against Others. No director, officer, employee, partner (including,
for greater certainty, any general partner of any general partnership who is an individual person), incorporator, manager, stockholder
or member of the Company or any Guarantor, as such, will have any liability for any obligations of the Company, the New Guarantors or
the other Guarantors under the Currently Outstanding Securities or the Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. The waiver and release are part of the consideration for the issuance of the EnLink Guarantees
and the Currently Outstanding Securities.
Section
3.03 Certain Trustee Matters.
The
recitals contained herein shall be taken as the statements of the Company and the Guarantors, and the Trustee assumes no responsibility
for their correctness.
The
Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or the proper authorization or the
due execution hereof or thereof by the Company or any of the Guarantors.
Except
as expressly set forth herein, nothing in this Supplemental Indenture shall alter the duties, rights, privileges, immunities or obligations
of the Trustee set forth in the Original Indenture and the Trustee shall be indemnified and held harmless in accordance with the terms
thereof as fully and with like effect as if set forth herein in full.
Section
3.04 Continued Effect. Except as expressly supplemented and amended by this Supplemental
Indenture, the Original Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Original
Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental
Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein
provided.
Section
3.05 Governing Law. This Supplemental Indenture and the Currently Outstanding Securities
shall be governed by and construed in accordance with the laws of the State of New York. This Supplemental Indenture and the Currently
Outstanding Securities are subject to the provisions of the Trust Indenture Act that are required to be part of this Supplemental Indenture
and the Currently Outstanding Securities and shall, to the extent applicable, be governed by such provisions.
Section
3.06 Counterparts. This instrument may be executed in any number of counterparts, each of which, when delivered,
shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Signatures to this Supplemental Indenture transmitted by electronic mail in “portable document format”
(“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a
document, will have the same effect as physical delivery of the paper document bearing the original signature. The words
“execution,” “signed,” “signature,” and words of like import in this Supplemental Indenture
shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent
and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New
York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act.
(signature
page follows)
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered, all as of the day
and year first above written.
|
ONEOK, INC. |
|
|
|
|
By: |
/s/ Pierce H. Norton II |
|
Name: |
Pierce H. Norton II |
|
Title: |
President and Chief Executive Officer |
|
|
|
|
ONEOK PARTNERS, L.P. |
|
|
|
|
By: |
ONEOK Partners GP, L.L.C., |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and |
|
|
Executive Vice President, Investor |
|
|
Relations and Corporate Development |
|
|
|
|
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP |
|
|
|
|
By: |
ONEOK ILP GP, L.L.C., |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and |
|
|
Executive Vice President, Investor |
|
|
Relations and Corporate Development |
|
|
|
|
MAGELLAN MIDSTREAM PARTNERS, L.P. |
|
|
|
|
By: |
Magellan GP, LLC, its General Partner |
|
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and |
|
|
Executive Vice President, Investor |
|
|
Relations and Corporate Development |
[Signature Page
to ONEOK Thirty-Second Supplemental Indenture]
|
ENLINK MIDSTREAM PARTNERS, LP |
|
|
|
|
By: |
EnLink Midstream GP, LLC, |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer, Treasurer and |
|
|
Executive Vice President, Investor |
|
|
Relations and Corporate Development |
|
|
|
|
ELK MERGER SUB II, L.L.C. |
|
|
|
|
By: |
/s/ Walter S. Hulse III |
|
Name: |
Walter S. Hulse III |
|
Title: |
Chief Financial Officer |
[Signature Page to ONEOK Thirty-Second Supplemental Indenture]
|
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, |
|
as Trustee |
|
|
|
|
By: |
/s/ Gregory M. Jackson |
|
Name: |
Gregory M. Jackson |
|
Title: |
Vice President |
[Signature Page to ONEOK Thirty-Second Supplemental Indenture]
Schedule
A
Currently Outstanding Securities
$387,000,000
2.200% Notes due 2025
$600,000,000
5.850% Notes due 2026
$750,000,000
5.550% Notes due 2026
$500,000,000
4.000% Notes due 2027
$1,250,000,000
4.250% Notes due 2027
$750,000,000
5.650% Notes due 2028
$800,000,000
4.550% Notes due 2028
$700,000,000
4.350% Notes due 2029
$714,251,000
3.400% Notes due 2029
$600,000,000
4.400% Notes due 2029
$780,093,000
3.100% Notes due 2030
$500,000,000
5.800% Notes due 2030
$600,000,000
6.350% Notes due 2031
$1,250,000,000
4.750% Notes due 2031
$750,000,000
6.100% Notes due 2032
$1,500,000,000
6.050% Notes due 2033
$1,600,000,000
5.050% Notes due 2034
$564,006,000
4.950% Notes due 2047
$919,000,000
5.200% Notes due 2048
$576,030,000
4.450% Notes due 2049
$443,015,000
4.500% Notes due 2050
$300,000,000
7.150% Notes due 2051
$1,750,000,000
6.625% Notes due 2053
$1,500,000,000
5.700% Notes due 2054
$800,000,000
5.850% Notes due 2064
Exhibit 4.15
ONEOK PARTNERS, L.P.
as Issuer;
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP,
ONEOK, Inc.,
MAGELLAN MIDSTREAM PARTNERS, L.P.,
ENLINK MIDSTREAM PARTNERS, LP
and
ELK MERGER SUB II, L.L.C.
as Guarantors;
and
COMPUTERSHARE TRUST COMPANY, N.A.
as successor to Wells Fargo Bank, N.A.,
as Trustee
SEVENTEENTH SUPPLEMENTAL INDENTURE
Dated as of January 31, 2025
to
INDENTURE
Relating to Senior Debt Securities
Dated as of September 25, 2006
6.650% Senior Notes due 2036
6.850% Senior Notes due 2037
6.125% Senior Notes due 2041
6.200% Senior Notes due 2043
SEVENTEENTH SUPPLEMENTAL
INDENTURE, dated as of January 31, 2025 (this “Supplemental Indenture”), among ONEOK PARTNERS, L.P., a Delaware
limited partnership (the “Partnership”), ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership
(“ONEOK ILP”), ONEOK, Inc., an Oklahoma corporation (“ONEOK”),
MAGELLAN MIDSTREAM PARTNERS, L.P., a Delaware limited Partnership (together with ONEOK ILP and ONEOK, the “Existing Guarantors”),
ENLINK MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“ENLK”), and ELK MERGER SUB II, L.L.C., a Delaware limited
liability company (“Merger Sub II”) (each of ELNK and Merger Sub II, a “New Guarantor” and, collectively,
the “New Guarantors” and, together with the Existing Guarantors, the “Guarantors”), and COMPUTERSHARE
TRUST COMPANY, N.A., as successor to Wells Fargo Bank, N.A., as trustee under the Indenture referred to below (in such capacity, the “Trustee”).
RECITALS
WHEREAS, the Partnership,
the Existing Guarantors and the Trustee have heretofore entered into an Indenture, dated as of September 25, 2006 (the “Original
Indenture” and, the Original Indenture, as amended and supplemented from time to time, including without limitation pursuant
to this Supplemental Indenture, being referred to herein as the “Indenture”);
WHEREAS, on the date
hereof, pursuant to an Agreement and Plan of Merger, dated as of November 24, 2024 (the “Merger Agreement”), among
ONEOK, Elk Merger Sub I, L.L.C., a Delaware limited liability company (“Merger Sub I”), Merger Sub II, EnLink Midstream,
LLC, a Delaware limited liability company (“EnLink”), and EnLink Midstream Manager, LLC, a Delaware limited liability
company and managing member of EnLink, (i) Merger Sub I merged with and into EnLink (the “First Merger”), with EnLink
as the surviving company, and (ii) promptly following the First Merger, EnLink, as the surviving entity in the First Merger, merged with
and into Merger Sub II (the “Second Merger”), with Merger Sub II surviving the Second Merger as a direct, wholly-owed
subsidiary of ONEOK;
WHEREAS, Section 9.01
of the Original Indenture provides that the Partnership, each Guarantor and the Trustee may from time to time and at any time, without
the consent of Holders, enter into a supplemental indenture to add to the covenants of the Partnership or any Guarantor such further covenants,
restrictions, conditions or provisions for the protection of the Holders of all or any series of Debt Securities as the Board of Directors
shall consider to be for the protection of the Holders of such Debt Securities or to make any change that does not adversely affect the
rights of any Holder;
WHEREAS, in connection
with the transactions contemplated by the Merger Agreement, the New Guarantors desire to become guarantors of, and provide guarantees
of, the currently outstanding debt securities, the titles of the series and the current outstanding principal amounts thereof being set
forth on Schedule A hereto (collectively, the “Currently Outstanding Securities”); and
WHEREAS, this
Supplemental Indenture has not resulted in a material modification of the Currently Outstanding Securities for Foreign Account Tax
Compliance Act purposes, and all things necessary to make this Supplemental Indenture a legal, valid and binding agreement of the
Partnership, the Existing Guarantors and the New Guarantors have been done.
NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of
the New Guarantors hereby guarantees the Partnership’s obligations under the Currently Outstanding Securities as follows:
Article
I
RELATION TO INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01 Relation to
Indenture. With respect to the Currently Outstanding Securities, this Supplemental Indenture constitutes an integral part of the
Indenture.
Section 1.02 Definitions.
For all purposes of this Supplemental Indenture, capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned thereto in the Original Indenture.
Section 1.03 General References.
All references in this Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles
and Sections of this Supplemental Indenture; and the term “herein”, “hereof”, “hereunder” and any
other word of similar import refers to this Supplemental Indenture.
Article
II
AGREEMENT TO GUARANTEE
Section 2.01 Agreement
to Guarantee.
(a)
Except as provided below, each of the New Guarantors hereby agrees to provide a full and unconditional Guarantee (the “EnLink
Guarantees”) to the Holders of the Currently Outstanding Securities on the terms and subject to the conditions set forth in
Article XII of the Original Indenture.
(b)
If either of the New Guarantors (i) shall cease to be a Subsidiary of ONEOK or (ii) shall no longer be (x) an obligor
on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Partnership
or the Existing Guarantors, in each case other than the Currently Outstanding Securities, then if no Default or Event of Default shall
have occurred and be continuing, the applicable New Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed
to be released from all of its obligations under the Indenture, and the EnLink Guarantees shall be of no further force or effect with
respect to the applicable New Guarantor. Following the receipt by the Trustee of any such notice, the Partnership and ONEOK shall cause
the Indenture to be amended as provided in Section 9.01 of the Indenture; provided, however, that the failure to so
amend the Indenture shall not affect the validity of the termination of the EnLink Guarantees with respect to the applicable New Guarantor.
(c)
In addition, each of the EnLink Guarantees shall be terminated and discharged and shall be of no further force and effect, and
each of the New Guarantors shall be automatically and unconditionally released from all of their obligations under the EnLink Guarantees
and the Indenture, with respect to a series of Currently Outstanding Securities, solely upon (i) the legal defeasance, covenant defeasance
or satisfaction and discharge of the Indenture with respect to such series of Currently Outstanding Securities as provided in ARTICLE
XI of the Indenture or (ii) such series of Currently Outstanding Securities ceasing to be Outstanding.
(d)
As used in this Supplemental Indenture and in Sections 12.01 and 12.02 of the Original Indenture only, the terms “Guarantor,”
“New Guarantors,” “Guarantee” and “EnLink Guarantees” shall include the New Guarantors. Notwithstanding
anything in this Supplemental Indenture to the contrary, other than with respect to this Supplemental Indenture and in Sections 12.01,
12.02, 12.03 and 12.04 of the Original Indenture, the New Guarantors will not be considered Guarantors, and the EnLink Guarantees will
not be considered Guarantees, for any purpose under the Indenture. Therefore, other than as set forth in this Supplemental Indenture and
in Sections 12.01 and 12.02 of the Original Indenture, the New Guarantors will not be subject to the Indenture and will not be subject
to any covenants or restrictions contained in the Indenture, including, without limitation, with respect to any merger, consolidation
or sale of assets.
Section 2.02 Benefits Acknowledged.
Each of the New Guarantors acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated
by the Indenture and from the EnLink Guarantees under this Supplemental Indenture.
Section 2.03 No Requirement
to Endorse Notation of Guarantee. Each of the New Guarantors hereby agrees that its execution and delivery of this Supplemental Indenture
and this ARTICLE II shall evidence the EnLink Guarantees without the need for notation on any Currently Outstanding Securities.
Article
III
MISCELLANEOUS
Section 3.01 Notices.
Notices to the New Guarantors shall be made in accordance with Section 13.03 of the Indenture at the address for the Partnership
set forth in such Section. Notices to the Trustee shall be made in accordance with Section 13.03 of the Indenture at the address set
forth below:
Computershare Trust Company,
N.A.
1505 Energy Park Drive
St. Paul, MN 55108
Attn: CCT Administrator for
ONEOK Partners, L.P.
Section 3.02 No
Recourse Against Others. No director, officer, employee, partner (including, for greater certainty, any general partner of any
general partnership who is an individual person), incorporator, manager, stockholder or member of the Partnership or any Guarantor,
as such, will have any liability for any obligations of the Partnership, the New Guarantors or any other Guarantor under the
Currently Outstanding Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation. The waiver and release are part of the consideration for the issuance of the EnLink Guarantees and the Currently
Outstanding Securities.
Section 3.03
Certain Trustee Matters.
The recitals contained herein
shall be taken as the statements of the Partnership and the Guarantors, and the Trustee makes no representation as to and assumes no responsibility
for their correctness.
The Trustee makes no representations
as to and shall not be responsible for the validity or sufficiency of this Supplemental Indenture, or the proper authorization or the
due execution hereof or thereof by the Partnership or any of the Guarantors.
Except as expressly set forth
herein, nothing in this Supplemental Indenture shall alter the duties, rights, privileges, protections, limitations liability, indemnities,
immunities or obligations of the Trustee set forth in the Original Indenture. In entering into this Supplemental Indenture, the Trustee
shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee, whether or not elsewhere herein so provided.
Section 3.04
Continued Effect. Except as expressly supplemented and amended by this Supplemental Indenture, the Original Indenture
shall continue in full force and effect in accordance with the provisions, terms, and conditions thereof, and the Original Indenture (as
supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture
and all its provisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided. Reference
to this Supplemental Indenture need not be made in the Indenture or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Indenture, any reference in any of
such items to the Indenture being sufficient to refer to the Indenture as amended hereby.
Section 3.05
Governing Law. This Supplemental Indenture, the Currently Outstanding Securities and the Guarantees shall be governed by
and construed in accordance with the laws of the State of New York. This Supplemental Indenture and the Currently Outstanding Securities
are subject to the provisions of the Trust Indenture Act that are required to be part of this Supplemental Indenture and the Currently
Outstanding Securities and shall, to the extent applicable, be governed by such provisions.
Section 3.06 Counterparts.
This Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an
authorized individual on behalf of the party by means of (a) any electronic signature permitted by the federal Electronic Signatures
in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant
electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”);
(b) an original manual signature; or (c) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed,
scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence
as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with
respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty
to investigate, confirm or otherwise verify the validity or authenticity thereof. This Supplemental Indenture may be executed in any
number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and
the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when
required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.
Section 3.07 Jury Trial
Waiver. EACH OF THE PARTNERSHIP, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
(Signature pages follow)
IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed and delivered, all as of the day and year first above written.
|
ONEOK PARTNERS, L.P. |
|
|
|
By: |
ONEOK Partners GP, L.L.C., |
|
|
its General Partner |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
|
Name: |
Walter S. Hulse III |
|
|
Title: |
Chief Financial Officer, Treasurer and Executive Vice President,
Investor Relations and Corporate Development |
|
|
|
ONEOK, INC. |
|
|
|
By: |
/s/ Pierce H. Norton II |
|
|
Name: |
Pierce H. Norton II |
|
|
Title: |
President and Chief Executive Officer |
|
|
|
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP |
|
|
|
By: |
ONEOK ILP GP, L.L.C., |
|
|
its General Partner |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
|
Name: |
Walter S. Hulse III |
|
|
Title: |
Chief Financial Officer, Treasurer and |
|
|
|
Executive Vice President, Investor Relations and Corporate
Development |
|
|
|
|
|
MAGELLAN MIDSTREAM PARTNERS, L.P. |
|
|
|
By: |
Magellan GP, LLC, its General Partner |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
|
Name: |
Walter S. Hulse III |
|
|
Title: |
Chief Financial Officer, Treasurer and |
|
|
|
Executive Vice President, Investor Relations and Corporate
Development |
|
|
|
|
[Signature Page to ONEOK Partners Seventeenth
Supplemental Indenture]
|
ELK MERGER SUB II, L.L.C. |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
|
Name: |
Walter S. Hulse III |
|
|
Title: |
Chief Financial Officer |
|
|
|
ENLINK MIDSTREAM PARTNERS, LP |
|
|
|
By: |
EnLink Midstream GP, LLC, |
|
|
its General Partner |
|
|
|
By: |
/s/ Walter S. Hulse III |
|
|
Name: |
Walter S. Hulse III |
|
|
Title: |
Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development |
[Signature Page to ONEOK Partners Seventeenth
Supplemental Indenture]
|
COMPUTERSHARE TRUST COMPANY, N.A., |
|
as Trustee |
|
|
|
By: |
/s/ Katherine M. O’Brien Mathis |
|
Name: |
Katherine M. O’Brien Mathis |
|
Title: |
Vice President |
[Signature Page to ONEOK Partners Seventeenth
Supplemental Indenture]
Schedule A
Currently Outstanding Securities
$600,000,000 6.650% Senior Notes due 2036
$600,000,000 6.850% Senior Notes due 2037
$650,000,000 6.125% Senior Notes due 2041
$400,000,000 6.200% Senior Notes due 2043
Exhibit
10.1
GUARANTY
AGREEMENT JOINDER
This
Guaranty Agreement Joinder is dated as of January 31, 2025 and is executed by Elk Merger Sub II, L.L.C., a Delaware limited liability
company (“Merger Sub II”) and EnLink Midstream Partners, LP, a Delaware limited partnership (“EnLink”
and, together with Merger Sub II, the “Additional Guarantors”, and each an “Additional Guarantor”),
in favor of Citibank, N.A., as administrative agent (the “Administrative Agent”) and the Lenders (as defined below).
All capitalized terms not defined herein shall have the meaning ascribed to them in the Credit Agreement hereinafter referenced.
RECITALS
WHEREAS,
ONEOK, Inc., an Oklahoma corporation (the “Borrower”), is party to that certain Amended and Restated Credit Agreement
dated as of June 10, 2022, among the Borrower, the Lenders from time to time party thereto (collectively, the “Lenders”;
individually, a “Lender”) and Citibank, N.A., as Administrative Agent, an L/C Issuer and a Swing Line Lender, (as
amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of May 26, 2023 and as otherwise amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS,
ONEOK Partners Intermediate Limited Partnership and ONEOK Partners, L.P., each a Delaware limited partnership, have executed that certain
Amended and Restated Guaranty Agreement, dated as of June 10, 2022 in favor of Administrative Agent (as supplemented by that certain
Guaranty Agreement Joinder, dated as of September 25, 2023 and as amended, restated, or otherwise modified from time to time, the “Guaranty
Agreement”); and
WHEREAS,
each Additional Guarantor has agreed to execute and deliver this Guaranty Agreement Joinder in order to become a party to the Guaranty
Agreement and a Guarantor under the Credit Agreement.
AGREEMENTS
NOW,
THEREFORE, in consideration of the foregoing premises and to induce the Lenders to continue to extend credit to the Borrower in accordance
with the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
each Additional Guarantor, for the benefit of the Administrative Agent and the Lenders, hereby agrees as follows:
1. Each
Additional Guarantor shall be a Guarantor for purposes of the Guaranty Agreement, effective from the date hereof, and agrees to perform
all of the obligations of a Guarantor under, and to be bound in all respects by the terms of, the Guaranty Agreement (including all waivers,
releases, indemnifications and submissions set forth therein), all of which terms are incorporated herein by reference, as if such Additional
Guarantor were a signatory party thereto; and, accordingly, each Additional Guarantor hereby, jointly and severally with the other Guarantors
party to the Guaranty Agreement, unconditionally and irrevocably guarantees the prompt and complete payment when due, whether at stated
maturity, by acceleration or otherwise, of the Obligations, and further agrees to pay any and all expenses (including the legal fees,
charges and disbursements of counsel) incurred by any Lender in enforcing any rights under the Guaranty Agreement, in all respects upon
the terms set forth in the Guaranty Agreement. Notwithstanding anything contained herein or in the Guaranty Agreement to the contrary,
the obligations of each Additional Guarantor under the Guaranty Agreement shall be limited to an aggregate amount equal to the largest
amount that would not render its obligations under the Guaranty Agreement subject to avoidance under Section 548 of the Bankruptcy Code
(Title 11, United States Code) or any comparable provisions of any applicable federal or state law.
2. From
and after the date hereof, all references to the “Guarantors,” or each individual “Guarantor,” in the Credit
Agreement shall be deemed to include the Additional Guarantors, in addition to the other Guarantors.
3. Each
Additional Guarantor hereby represents and confirms that the representations and warranties of the Guarantors set forth in the Credit
Agreement and incorporated by reference in the Guaranty Agreement are true and correct in all material respects with respect to
such Additional Guarantor on and as of the date hereof (and after giving effect hereto), as if set forth herein in their entirety.
4. This
Guaranty Agreement Joinder and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted
in accordance with the laws of the State of New York. Acceptance and notice of acceptance hereof are hereby waived in all respects.
5. This
Guaranty Agreement Joinder may be executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single contract. This Guaranty Agreement Joinder
shall become effective when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures
of each Additional Guarantor and the Administrative Agent. Delivery of an executed signature page to this Guaranty Agreement Joinder
by facsimile transmission or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery
of a manually signed counterpart hereof.
6. This
Guaranty Agreement Joinder is a Loan Document.
7. All
communications and notices hereunder shall be in writing and given as provided in the Guaranty Agreement. All communications and notices
hereunder to the Additional Guarantors shall be given to it at the address set forth on Schedule I to this Guaranty Agreement
Joinder.
8. This
Guaranty Agreement Joinder, the Guaranty 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.
[Signature
Page to Follow]
IN
WITNESS WHEREOF, the undersigned Additional Guarantors have caused this Guaranty Agreement Joinder to be duly executed and delivered
by its officer thereunto duly authorized as of the date first set forth above.
|
ENLINK MIDSTREAM PARTNERS, LP |
|
|
|
|
|
By: |
EnLink Midstream GP, LLC, its general partner |
|
|
|
|
|
By: |
/s/ Walter S. Hulse III |
|
|
Name: |
Walter S. Hulse III |
|
|
Title: |
Chief Financial Officer, Treasurer and |
|
|
|
Executive Vice President, Investor |
|
|
|
Relation and Corporate Development |
|
|
|
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ELK MERGER SUB II, L.L.C. |
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By: |
/s/ Walter S. Hulse III |
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Name: |
Walter S. Hulse III |
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Title: |
Chief Financial Officer |
[Signature Page to Guaranty Agreement Joinder]
ACKNOWLEDGED AND ACCEPTED, |
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as of the date above first written: |
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CITIBANK, N.A., |
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as Administrative Agent |
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By: |
/s/ Maureen P. Maroney |
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Name: |
Maureen P. Maroney |
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Title: |
Vice President |
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[Signature Page to Guaranty Agreement Joinder]
SCHEDULE
I TO THE
GUARANTY AGREEMENT JOINDER
c/o
ONEOK, Inc.
100
West Fifth Street
Tulsa,
Oklahoma 74103
Attn:
Walter S. Hulse III
v3.25.0.1
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