ONEOK INC /NEW/ (Form: 8-K, Received: 02/03/2016 16:05:31)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



(Date of report)	February 3, 2016
(Date of earliest event reported)	January 29, 2016

(Exact name of registrant as specified in its charter)



Oklahoma	001-13643	73-1520922
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

100 West Fifth Street; Tulsa, OK

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

(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 communication 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))



Item 1.01		Entry into a Material Definitive Agreement

		ONEOK Credit Agreement Extension

		Effective January 29, 2016, we entered into an extension agreement (the “ONEOK Extension Agreement”) related to our $300 million amended and restated revolving credit agreement, effective as of January 31, 2014 (the “ONEOK Credit Agreement”), with Bank of America, N.A., as administrative agent, swingline lender, a letter of credit issuer and a lender, and the other lenders and letter of credit issuers party thereto. The ONEOK Extension Agreement extends the expiration date of the ONEOK Credit Agreement from January 31, 2019, to January 31, 2020. All other terms and conditions of the ONEOK Credit Agreement remain in full force and effect. The foregoing description of the ONEOK Extension Agreement is not complete and is in all respects subject to the actual provisions of the ONEOK Extension Agreement, a copy of which has been filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference herein.

		ONEOK Partners Credit Agreement Extension

		Effective January 29, 2016, ONEOK Partners, L.P. (“ONEOK Partners”) entered into an extension agreement (the “ONEOK Partners Extension Agreement” and, together with the ONEOK Extension Agreement, the “Extension Agreements”) related to its $2.4 billion amended and restated revolving credit agreement, effective as of January 31, 2014 (as modified by the increase and joinder agreement dated as of March 10, 2015, the “ONEOK Partners Credit Agreement”), with Citibank, N.A., as administrative agent, swingline lender, a letter of credit issuer and a lender, and the other lenders and letter of credit issuers party thereto. The ONEOK Partners Extension Agreement extends the expiration date of the ONEOK Partners Credit Agreement from January 31, 2019, to January 31, 2020. All other terms and conditions of the ONEOK Partners Credit Agreement remain in full force and effect. The foregoing description of the ONEOK Partners Extension Agreement is not complete and is in all respects subject to the actual provisions of the ONEOK Partners Extension Agreement, a copy of which has been filed as Exhibit 10.2 to this Current Report on Form 8-K and which is incorporated by reference herein.

Item 9.01		Financial Statements and Exhibits

	(d)	Exhibits

Exhibit Number	Description

10.1		Extension Agreement, dated as of January 29, 2016, among ONEOK, Inc., Bank of America, N.A., as administrative agent, swingline lender, a letter of credit issuer and a lender, and the other lenders and letter of credit issuers parties thereto.
10.2		Extension Agreement, dated as of January 29, 2016, among ONEOK Partners, L.P., Citibank, N.A., as administrative agent, swingline lender, a letter of credit issuer and a lender, and the other lenders and letter of credit issuers parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by ONEOK Partners, L.P. on February 3, 2016).

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.



			ONEOK, Inc.

Date:	February 3, 2016	By:	/s/ Derek S. Reiners
			Derek S. Reiners Senior Vice President, Chief Financial Officer and Treasurer



Exhibit Number	Description

10.1		Extension Agreement, dated as of January 29, 2016, among ONEOK, Inc., Bank of America, N.A., as administrative agent, swingline lender, a letter of credit issuer and a lender, and the other lenders and letter of credit issuers parties thereto.
10.2		Extension Agreement, dated as of January 29, 2016, among ONEOK Partners, L.P., Citibank, N.A., as administrative agent, swingline lender, a letter of credit issuer and a lender, and the other lenders and letter of credit issuers parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by ONEOK Partners, L.P. on February 3, 2016).

(Extension of Maturity Date Pursuant to Section 2.15 of the Credit Agreement)

This EXTENSION AGREEMENT (this “ Agreement ”) dated as of January 29, 2016 (the “ Extension Effective Date ”) is entered into by and among ONEOK, INC. , an Oklahoma corporation (“ Borrower ”), the undersigned Lenders (as defined in the Credit Agreement) (the “ Consenting Lenders ”), and BANK OF AMERICA, N.A. , as Administrative Agent (in such capacity, the “ Administrative Agent ”), Swing Line Lender and L/C Issuer. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).

A. Reference is made to the Amended and Restated Credit Agreement effective as of January 31, 2014 among the Borrower, the Administrative Agent and the Lenders (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).

B. This Agreement is being executed to evidence Borrower’s requested extension of the Maturity Date from January 31, 2019 to January 31, 2020 pursuant to Section 2.15 of the Credit Agreement (the “ Extension ”).

C. Each of the Consenting Lenders is entering into this Agreement in order to evidence its consent to the Extension.

NOW, THEREFORE, the parties hereto agree as follows:

1. Consent to Extension. Subject to the satisfaction of the conditions precedent set forth in Paragraph 2 below, each Consenting Lender hereby consents to the Extension, and effective as of the Extension Effective Date, the Maturity Date applicable to each Consenting Lender is January 31, 2020.

2. Conditions Precedent to Effectiveness. This Agreement and the Extension shall be effective as of the date hereof, provided that the Administrative Agent shall have received the following (a) counterparts of this Agreement, executed by the Borrower and Lenders holding more than 50% of the Aggregate Commitments (calculated in accordance with Section 2.15 of the Credit Agreement), (b) a certificate of the Borrower dated as of the date hereof containing the certifications required by Section 2.15(f)(i) of the Credit Agreement, and (c) a fee in the amount separately agreed by the Borrower, for the account of each Consenting Lender.

3. Affirmation and Ratification of Loan Documents. The Borrower hereby (a) ratifies and affirms each Loan Document (as modified by the Extension), (b) agrees that all of its obligations and covenants under each Loan Document shall remain unimpaired by the execution and delivery of this Agreement and the other documents and instruments executed in connection herewith, and (c) agrees that each Loan Document (as modified by the Extension) shall remain in full force and effect. This Agreement is a Loan Document.

4. Miscellaneous. (a) Headings and captions may not be construed in interpreting provisions; (b) this Agreement shall be governed by, and construed in accordance with, the law of the State of New York; and (c) this Agreement may be executed in any number of counterparts, and by the different parties hereto on separate counterparts, with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document.

Delivery of an executed signature page by facsimile or other electronic transmission shall be effective as delivery of a manual executed counterpart.

5. ENTIRE AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature Pages to Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.



ONEOK, INC.
By:	/s/ Derek S. Reiners
	Derek S. Reiners Senior Vice President, Chief Financial Officer and Treasurer

Signature Page