ONEOK Partners LP (Form: 8-K, Received: 07/03/2017 14:04:30)

ONEOK Partners, L.P.

By: ONEOK Partners GP, L.L.C.,

General Partner

Date: July 3, 2017

/s/ Walter S. Hulse III

Walter S. Hulse III

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

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) July 3, 2017

(Date of earliest event reported) June 30, 2017

ONEOK PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware

1-12202

93-1120873

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS 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 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))

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. ☐

Item 1.01

Entry into a Material Definitive Agreement

ONEOK Credit Agreement Guarantees

On June 30, 2017, ONEOK Partners, L.P., a Delaware limited partnership (“ONEOK Partners”), and ONEOK Partners Intermediate Limited Partnership, a Delaware limited partnership and wholly owned subsidiary of ONEOK Partners (“Intermediate Partnership”), entered into a guarantee agreement (the “ONEOK Credit Agreement Guarantee”) guaranteeing the obligations of ONEOK, Inc., an Oklahoma corporation (“ONEOK”), under its previously announced credit agreement (the “ONEOK Credit Agreement”) with Citibank, N.A., as administrative agent, a swingline lender, a letter of credit issuer and a lender, and the other lenders, swingline lenders and letter of credit issuers parties thereto which became effective in connection with the completion of the Merger (as defined below) and the satisfaction of the other conditions precedent set forth in the ONEOK Credit Agreement. Under the ONEOK Credit Agreement Guarantee, ONEOK Partners and Intermediate Partnership will be jointly and severally liable for ONEOK’s obligations under the ONEOK Credit Agreement. Any such liabilities will be senior unsecured obligations of ONEOK Partners and Intermediate Partnership and will rank equally in right of payment with all existing and future senior unsecured indebtedness of ONEOK Partners and Intermediate Partnership. The foregoing description of the ONEOK Credit Agreement Guarantee is not complete and is in all respects subject to the actual provisions of the ONEOK Credit Agreement Guarantee, 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 Term Loan Guarantees

On June 30, 2017, ONEOK entered into a guarantee agreement (the “Term Loan Guarantee”) guaranteeing the obligations of ONEOK Partners under its term loan agreement with Mizuho Bank, Ltd., as administrative agent and a lender, and the other lenders party thereto (the “Term Loan Agreement”) which provides for a three-year, $1.0 billion unsecured term loan facility. Liabilities under the Term Loan Guarantee will be senior unsecured obligations of ONEOK and will rank equally in right of payment with all of its existing and future senior unsecured indebtedness. The foregoing description of the Term Loan Guarantee is not complete and is in all respects subject to the actual provisions of the Term Loan Guarantee, 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.

Supplemental Indentures

In connection with the closing of the Merger, ONEOK Partners, ONEOK, Intermediate Partnership and Wells Fargo Bank, N.A., as trustee (the “Trustee”), entered into a supplemental indenture to the Indenture, dated as of September 25, 2006 (the “Indenture”), by and between ONEOK Partners and the Trustee, pursuant to which ONEOK provided a guarantee of the obligations of ONEOK Partners of the currently outstanding notes issued by ONEOK Partners under the Indenture. The foregoing description of the supplemental indenture is only a summary and is subject to, and entirely qualified by reference to, the full text of the supplemental indenture, a copy of which is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K and which is incorporated by reference herein.

In connection with the closing of the Merger, ONEOK, ONEOK Partners, Intermediate Partnership and the respective trustees entered into supplemental indentures to the respective indentures governing ONEOK’s currently outstanding notes pursuant to which each of ONEOK Partners and Intermediate Partnership provided a guarantee of the currently outstanding notes issued by ONEOK under the indentures. The foregoing description of the supplemental indentures is only a summary and is subject to, and entirely qualified by reference to, the full text of the supplemental indentures, copies of which are attached hereto as Exhibits 4.2, 4.3 and 4.4 to this Current Report on Form 8-K and which are incorporated by reference herein.

Item 2.01

Completion of Acquisition or Disposition of Assets

On June 30, 2017, ONEOK Partners completed the previously announced transactions contemplated by the Agreement and Plan of Merger, dated as of January 31, 2017 (the “Merger Agreement”), by and among ONEOK, New Holdings Subsidiary, LLC, a Delaware limited liability company and a wholly owned subsidiary of ONEOK (“Merger Sub”), ONEOK Partners, and ONEOK Partners GP, L.L.C., a Delaware limited liability company and the general partner of ONEOK Partners (“Partnership GP”). Pursuant to the terms and conditions set forth in the Merger Agreement, Merger Sub merged with and into ONEOK Partners, with ONEOK Partners continuing as the surviving entity and as a wholly owned subsidiary of ONEOK (the “Merger”), in a taxable transaction to unitholders.

Merger Agreement

Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding common unit of ONEOK Partners (the “ONEOK Partners Common Unit”) (other than ONEOK Partners Common Units held directly or indirectly by ONEOK), was converted into the right to receive 0.985 of a share of common stock, par value $0.01 per share of ONEOK (the “ONEOK Common Stock” and such conversion, the “Merger Consideration”). No fractional shares will be issued in the Merger, and ONEOK Partners common unitholders will, instead, receive cash in lieu of fractional ONEOK Common Stock. ONEOK will issue approximately 168.9 million shares of ONEOK Common Stock to the common unitholders of ONEOK Partners in connection with the Merger.

The summary of the Merger Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to ONEOK Partners’ Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2017, and incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information under the heading “Supplemental Indentures” in Item 1.01 is incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

In connection with the consummation of the Merger, the New York Stock Exchange (the “Exchange”) was notified that each outstanding ONEOK Partners Common Unit (excluding ONEOK Partners Common Units held directly or indirectly by ONEOK) was converted pursuant to the Merger Agreement into the right to receive the Merger Consideration, subject to the terms and conditions of the Merger Agreement. ONEOK Partners requested that the Exchange file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “SEC”) with respect to the delisting of the ONEOK Partners Common Units. The ONEOK Partners Common Units suspended from trading on the Exchange prior to the opening of trading on July 3, 2017.

In addition, ONEOK Partners intends to file with the SEC a certification and notice of termination on Form 15 requesting that the ONEOK Partners Common Units be deregistered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that ONEOK Partners’ reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the ONEOK Partners Common Units be suspended.

Item 3.03

Material Modification to Rights of Security Holders

Pursuant to the terms of the Merger Agreement, each outstanding ONEOK Partners Common Unit (excluding ONEOK Partners Common Units held directly or indirectly by ONEOK) was converted into the right to receive the Merger Consideration.

At the Effective Time, holders of ONEOK Partners Common Units (excluding ONEOK as a direct or indirect holder of ONEOK Partners Common Units) ceased to have any rights as unitholders of ONEOK Partners, other than the right to receive the Merger Consideration in accordance with the Merger Agreement.

The information set forth in Item 2.01 is incorporated herein by reference.

Item 5.01

Changes in Control of Registrant

The information set forth in Item 2.01 is incorporated herein by reference.

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

In connection with the Merger, at the Effective Time (i) the size of the board of directors was fixed at one (1) director, and (ii) each member of the Partnership GP’s board of directors except for Terry K. Spencer ceased to be a member of the Partnership GP’s board of directors. Terry K. Spencer will continue to serve as the sole director of the Partnership GP.

Item 5.07

Submission of Matters to a Vote of Security Holders

ONEOK Partners held a Special Meeting of Common Unitholders (the “Special Meeting”) on June 30, 2017. At the Special Meeting, the Partnership’s common unitholders were requested to (1) consider and vote upon a proposal to approve the Merger Agreement (the “merger proposal”); and (2) to vote on a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal (the “adjournment proposal”). The following are the final voting results on proposals considered and voted upon at the Special Meeting, each of which is more fully described in ONEOK Partners’ definitive proxy statement filed on May 22, 2017:

1. The merger proposal was approved by the following vote:


VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
213,359,662	3,586,449	440,010	0

2. The adjournment proposal was withdrawn, as it was not necessary due to the approval by ONEOK Partners’ unitholders of the merger proposal.

Item 7.01

Regulation FD Disclosure

On June 30, 2017, ONEOK issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits


Exhibit Number		Description

4.1		Fifteenth Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK Partners, L.P., ONEOK, Inc., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee.

4.2		Fifth Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and The Bank of New York Mellon Trust, as trustee.

4.3		Third Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee.

4.4		Fourth Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee.

10.1		Guaranty Agreement, dated as of June 30, 2017, by and between ONEOK Partners, L.P. and ONEOK Partners Intermediate Limited Partnership, in favor of Citibank, N.A., as administrative agent, under the Credit Agreement, dated as of April 18, 2017, by and among ONEOK, Inc., Citibank, N.A. and the other lenders parties thereto.

10.2		Guaranty Agreement, dated as of June 30, 2017, by ONEOK, Inc. in favor of Mizuho Bank, Ltd., as administrative agent, under the Term Loan Agreement, dated as of January 8, 2016, as amended by the First Amendment to Term Loan Agreement, dated as of April 18, 2017, by and among ONEOK Partners, L.P., Mizuho Bank, Ltd. and the other lenders parties thereto.

99.1		Press release issued by ONEOK, Inc. dated June 30, 2017.

SIGNATURE

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.

EXHIBIT INDEX


Exhibit Number		Description

4.1		Fifteenth Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK Partners, L.P., ONEOK, Inc., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee.

4.2		Fifth Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and The Bank of New York Mellon Trust, as trustee.

4.3		Third Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee.

4.4		Fourth Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee.

10.1		Guaranty Agreement, dated as of June 30, 2017, by and between ONEOK Partners, L.P. and ONEOK Partners Intermediate Limited Partnership, in favor of Citibank, N.A., as administrative agent, under the Credit Agreement, dated as of April 18, 2017, by and among ONEOK, Inc., Citibank, N.A. and the other lenders parties thereto.

10.2		Guaranty Agreement, dated as of June 30, 2017, by ONEOK, Inc. in favor of Mizuho Bank, Ltd., as administrative agent, under the Term Loan Agreement, dated as of January 8, 2016, as amended by the First Amendment to Term Loan Agreement, dated as of April 18, 2017, by and among ONEOK Partners, L.P., Mizuho Bank, Ltd. and the other lenders parties thereto.

99.1		Press release issued by ONEOK, Inc. dated June 30, 2017.

Exhibit 4.1

ONEOK PARTNERS, L.P.

Issuer;

ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP

and

ONEOK, Inc.

Guarantors;

and

WELLS FARGO BANK, N.A.

Trustee

FIFTEENTH SUPPLEMENTAL INDENTURE

Dated as of June 30, 2017

INDENTURE

Relating to Senior Debt Securities

Dated as of September 25, 2006

2.000% Senior Notes due 2017

3.200% Senior Notes due 2018

8.625% Senior Notes due 2019

3.80% Senior Notes due 2020

3.375% Senior Notes due 2022

5.000% Senior Notes due 2023

4.90% Senior Notes due 2025

6.65% Senior Notes due 2036

6.85% Senior Notes due 2037

6.125% Senior Notes due 2041

6.200% Senior Notes due 2043

FIFTEENTH SUPPLEMENTAL INDENTURE , dated as of June 30, 2017 (this “ Supplemental Indenture ”), among ONEOK PARTNERS, L.P., a Delaware limited partnership (the “ Partnership ”), ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (the “ Existing Guarantor ”), ONEOK, Inc., an Oklahoma corporation (the “ Parent Guarantor ” and, together with the Existing Guarantor, the “ Guarantors ”), and WELLS FARGO BANK, N.A., as trustee under the Indenture referred to below (in such capacity, the “ Trustee ”).

RECITALS

WHEREAS , the Partnership, the Existing Guarantor and the Trustee have heretofore entered into an Indenture, dated as of September 25, 2006 (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 January 31, 2017 (the “ Merger Agreement ”), among the Parent Guarantor, New Holdings Subsidiary, LLC, a Delaware limited liability company and wholly owned subsidiary of the Parent Guarantor (“ Merger Sub ”), the Partnership and ONEOK Partners GP, L.L.C., a Delaware limited liability company and the general partner of the Partnership, Merger Sub merged with and into the Partnership (the “ Merger ”), with the Partnership surviving and continuing to exist as a Delaware limited partnership and, as a result, the Parent Guarantor acquired all of the outstanding common units representing limited partner interests in the Partnership that the Parent Guarantor and its subsidiaries did not already own;

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;

WHEREAS , in connection with the transactions contemplated by the Merger Agreement, the Parent Guarantor desires to become a guarantor of, and provide a guarantee 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 Guarantor and the Parent Guarantor 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, the Parent Guarantor 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, the Parent Guarantor hereby agrees to provide a full and unconditional Guarantee (the “ Parent Guarantee ”) on the terms and subject to the conditions set forth in Article XII of the Original Indenture.

(b) The Parent Guarantee shall be terminated and discharged and shall be of no further force and effect, and the Parent Guarantor shall be automatically and unconditionally released from all of its obligations under the Parent Guarantee 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.

(c) As used in this Supplemental Indenture and in Sections 12.01 and 12.02 of the Original Indenture only, the terms “Guarantor,” “Parent Guarantor,” “Guarantee” and “Parent Guarantee” shall include the Parent Guarantor. Notwithstanding anything in this Supplemental Indenture to the contrary, other than with respect to this Supplemental Indenture and in Sections 12.01 and 12.02 of the Original Indenture, the Parent Guarantor will not be considered a Guarantor, and the Parent Guarantee will not be considered a Guarantee, 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 Parent Guarantor 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 . The Parent Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and from the Parent Guarantee under this Supplemental Indenture.

Section 2.03 No Requirement to Endorse Notation of Guarantee . The Parent Guarantor hereby agrees that its execution and delivery of this Supplemental Indenture and this ARTICLE II shall evidence its Parent Guarantee without the need for notation on any Currently Outstanding Securities.

Section 2.04 Reports by the Parent Guarantor . If the Partnership is not otherwise required to file with the SEC information, documents or other reports pursuant to the Exchange Act, then for so long as the Parent Guarantee is in effect with respect to any Currently Outstanding Securities, the Parent Guarantor shall:

(a) file with the Trustee, within 30 days after the Parent Guarantor is required to file the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Parent Guarantor may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Parent Guarantor is not required to file information, documents or reports pursuant to either of such Sections, then it shall file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(b) file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC, such additional information, documents and reports with respect to compliance by the Parent Guarantor with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations;

(c) transmit by mail to all Holders of such Currently Outstanding Securities, as their names and addresses appear in the Debt Security Register, within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in TIA Section 313(c), such summaries of any information, documents and reports required to be filed by the Company pursuant to Subsections (a) and (b) of this Section 2.04 as may be required by rules and regulations prescribed from time to time by the SEC; and

(d) Delivery of such statements, reports, notices and other information and documents to the Trustee pursuant to any of the provisions of this Section 2.04 is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Partnership or any Guarantor’s compliance with any of their covenants under the Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the EDGAR filing system (or its successor) or postings to any website have occurred.

ARTICLE III

MISCELLANEOUS

Section 3.01 Notices . Notices to the Parent Guarantor shall be made in accordance with Section 13.03 of the Indenture at the address for the Partnership 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 the Parent Guarantor, as such, will have any liability for any obligations of the Partnership, the Parent Guarantor 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 Parent Guarantee 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, the Merger Agreement, the Merger, the Guarantee of the Existing Guarantor and the Parent Guarantor, 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, 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 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, 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 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. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

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 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 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 and Executive Vice President, Strategic Planning and Corporate Affairs

ONEOK, INC.

By:	/s/ Terry K. Spencer
	Name:	Terry K. Spencer
	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 and Executive Vice President, Strategic Planning and Corporate Affairs

WELLS FARGO BANK, N.A., as Trustee

By:	/s/ Gregory S. Clarke
	Name:	Gregory S. Clarke
	Title:	Vice President

[ Signature Page to ONEOK Partners Supplemental Indenture ]

Schedule A

Currently Outstanding Securities

$400,000,000 2.000% Senior Notes due 2017

$425,000,000 3.200% Senior Notes due 2018

$500,000,000 8.625% Senior Notes due 2019

$300,000,000 3.80% Senior Notes due 2020

$900,000,000 3.375% Senior Notes due 2022

$425,000,000 5.000% Senior Notes due 2023

$500,000,000 4.90% Senior Notes due 2025

$600,000,000 6.65% Senior Notes due 2036

$600,000,000 6.85% Senior Notes due 2037

$650,000,000 6.125% Senior Notes due 2041

$400,000,000 6.200% Senior Notes due 2043

Exhibit 4.2

ONEOK, INC.

as Issuer;

ONEOK PARTNERS, L.P.

and

ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP

as Guarantors;

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

FIFTH SUPPLEMENTAL INDENTURE

Dated as of June 30, 2017

INDENTURE

Relating to Debt Securities

Dated as of September 24, 1998

6.50% Senior Insured Quarterly Notes due 2028

6-7/8% Debentures due 2028

FIFTH SUPPLEMENTAL INDENTURE , dated as of June 30, 2017 (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 ” and, together with the Partnership, the “ Guarantors ”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 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 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 January 31, 2017 (the “ Merger Agreement ”), among the Company, New Holdings Subsidiary, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“ Merger Sub ”), the Partnership and ONEOK Partners GP, L.L.C., a Delaware limited liability company and the general partner of the Partnership, Merger Sub merged with and into the Partnership (the “ Merger ”), with the Partnership surviving and continuing to exist as a Delaware limited partnership and, as a result, the Company acquired all of the outstanding common units representing limited partner interests in the Partnership that the Company and its subsidiaries did not already own;

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, each of the 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 Guarantor 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 Indenture.

ARTICLE II

AGREEMENT TO GUARANTEE

Section 2.01 Unconditional Guarantee .

(a) For value received, subject to Section 2.04 hereof, each of the 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 Guarantors set forth in this ARTICLE II are referred to herein as the “ Guarantees .” Without limiting the generality of the foregoing, each 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 Guarantees, for whatever reason, each Guarantor 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 Guarantees hereunder are intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such Guarantor. Each Guarantor 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 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 such Guarantor. Each Guarantor 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 such Guarantor to enforce the 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 each Guarantor 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 either 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, either 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 either Guarantor under the Indenture, (v) the extension of the time for payment by the Company or either 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 either 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 either 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 either Guarantor or any of their respective assets, or the disaffirmance of any of such Currently Outstanding Securities, the Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company or either 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 Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either Guarantor.

(d) To the fullest extent permitted by applicable law, each 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 the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the 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 Guarantees without notice to them and (iii) covenants that its Guarantees will not be discharged except by complete performance of the Guarantees. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantor, such 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 Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made.

(e) Each Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the Indenture; provided , however , that such 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 the 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 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 Guarantor and the Trustee hereby confirms that it is the intention of all such parties that the Guarantees of such Guarantor 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 any Guarantees. To effectuate the foregoing intention, the Trustee and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor 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 other Guarantor in respect of the obligations of such other Guarantor under this ARTICLE II, result in the obligations of such Guarantor under its Guarantees not constituting a fraudulent transfer or conveyance.

Section 2.03 No Requirement to Endorse Notation of Guarantee . Each Guarantor hereby agrees that its execution and delivery of this Supplemental Indenture and this ARTICLE II shall evidence its Guarantee 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 a Guarantor (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 Guarantor, 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 such Guarantor is giving a guarantee, the date hereof, then if no Default or Event of Default shall have occurred and be continuing, such 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 Guarantees shall be of no further force or effect with respect to such 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 Guarantees with respect to such 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 of the Guarantors shall be deemed to be released from all its obligations under the Indenture with respect to such series of Currently Outstanding Securities and the Guarantees of such series of Currently Outstanding Securities shall be of no further force or effect.

Section 2.05 Benefits Acknowledged . Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and from the Guarantees under this Supplemental Indenture.

ARTICLE III

MISCELLANEOUS

Section 3.01 Notices . Notices to the Guarantor 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 Guarantor, as such, will have any liability for any obligations of the Company, such Guarantor or the 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 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.

The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

The Trustee shall not be deemed to have notice of any Default or Event of Default unless the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.

The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

EACH OF THE COMPANY, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE CURRENTLY OUTSTANDING SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

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.

(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/ Terry K. Spencer
	Name:	Terry K. Spencer
	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 and Executive Vice President, Strategic Planning and Corporate Affairs

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 and Executive Vice President, Strategic Planning and Corporate Affairs

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:	/s/ Valerie Boyd
	Name:	Valerie Boyd
	Title:	Vice President

[ Signature Page to ONEOK Supplemental Indenture ]

Schedule A

Currently Outstanding Securities

$87,126,000 6.50% Senior Insured Quarterly Notes due 2028

$100,000,000 6-7/8% Debentures due 2028

Exhibit 4.3

ONEOK, INC.

as Issuer;

ONEOK PARTNERS, L.P.

and

ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP

as Guarantors;

and

U.S. BANK NATIONAL ASSOCIATION

as Trustee

THIRD SUPPLEMENTAL INDENTURE

Dated as of June 30, 2017

INDENTURE

Relating to Debt Securities

Dated as of January 26, 2012

4.25% Notes due 2022

7.50% Notes due 2023

THIRD SUPPLEMENTAL INDENTURE , dated as of June 30, 2017 (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 ” and, together with the Partnership, the “ Guarantors ”), and 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 ”) (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 ”);

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.

ARTICLE II

AGREEMENT TO GUARANTEE

Section 2.01 Unconditional Guarantee .

(a) For value received, subject to Section 2.04 hereof, each of the 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 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 Guarantors set forth in this ARTICLE II are referred to herein as the “ Guarantees .” Without limiting the generality of the foregoing, each 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.

liability of the Company, either 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 either Guarantor under the Indenture, (v) the extension of the time for payment by the Company or either 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 either 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 either 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 either Guarantor or any of their respective assets, or the disaffirmance of any of such Currently Outstanding Securities, the Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company or either 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 Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either Guarantor.

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 2.03 No Requirement to Endorse Notation of Guarantee . Each Guarantor hereby agrees that its execution and delivery of this Supplemental Indenture and the provisions set forth in this ARTICLE II shall evidence its Guarantee without the need for notation on any Currently Outstanding Securities.

Section 2.04 Release of Guarantee .

(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 FIFTEEN 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 of the Guarantors shall be deemed to be released from all its obligations under the Indenture with respect to such series of Currently Outstanding Securities and the Guarantees of such series of Currently Outstanding Securities shall be of no further force or effect.

ARTICLE III

MISCELLANEOUS

Section 3.01 Notices . Notices to the Guarantor 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 Guarantor, as such, will have any liability for any obligations of the Company, such Guarantor or the 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 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.

(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/ Terry K. Spencer
	Name:	Terry K. Spencer
	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 and Executive Vice President, Strategic Planning and Corporate Affairs

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 and Executive Vice President, Strategic Planning and Corporate Affairs

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	/s/ George Hogan
	Name:	George Hogan
	Title:	Vice President

[ Signature Page to ONEOK Supplemental Indenture ]

Schedule A

Currently Outstanding Securities

$547,397,000 4.25% Notes due 2022

$500,000,000 7.50% Notes due 2023

Exhibit 4.4

ONEOK, INC.

as Issuer;

ONEOK PARTNERS, L.P.

and

ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP

as Guarantors;

and

U.S. BANK NATIONAL ASSOCIATION

as Trustee

FOURTH SUPPLEMENTAL INDENTURE

Dated as of June 30, 2017

INDENTURE

Relating to Debt Securities

Dated as of December 28, 2001

6.00% Notes due 2035

FOURTH SUPPLEMENTAL INDENTURE , dated as of June 30, 2017 (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 ” and, together with the Partnership, the “ Guarantors ”), and U.S. BANK NATIONAL ASSOCIATION, as successor trustee to SunTrust Bank 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, being referred to herein as the “ Indenture ”);

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.

ARTICLE II

AGREEMENT TO GUARANTEE

Section 2.01 Unconditional Guarantee .

(a) For value received, subject to Section 2.04 hereof, each of the 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 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 Guarantors set forth in this ARTICLE II are referred to herein as the “ Guarantees .” Without limiting the generality of the foregoing, each 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.

Section 2.04 Release of Guarantee .

ARTICLE III

MISCELLANEOUS

Section 3.01 Notices . Notices to the Guarantor 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 Guarantor, as such, will have any liability for any obligations of the Company, such Guarantor or the 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 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.

(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/ Terry K. Spencer
	Name:	Terry K. Spencer
	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 and Executive Vice President, Strategic Planning and Corporate Affairs

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 and Executive Vice President, Strategic Planning and Corporate Affairs

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	/s/ George Hogan
	Name:	George Hogan
	Title:	Vice President

[ Signature Page to ONEOK Supplemental Indenture ]

Schedule A

Currently Outstanding Securities

$400,000,000 6.00% Notes due 2035

Exhibit 10.1

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (the “ Agreement ”), dated as of June 30, 2017 is made by ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP and ONEOK PARTNERS, L.P., each a Delaware limited partnership (each a “ Guarantor ” and collectively, the “ Guarantors ”) in favor of CITIBANK, N.A., a national banking association, as administrative agent (the “ Administrative Agent ”) for the several banks and other financial institutions (the “ Lenders ”) from time to time party to the Credit Agreement dated as of April 18, 2017, by and among and ONEOK, INC. (the “ Borrower ”), the Lenders, the Administrative Agent, Citibank, N.A., as an L/C Issuer and as a Swing Line Lender, and Bank of America, N.A., as L/C Issuer and a Swing Line Lender (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”; capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to establish a revolving credit facility for the Borrower;

WHEREAS, each Guarantor is a direct or indirect Subsidiary of the Borrower and will derive substantial benefit from the making of Loans by the Lenders and the issuance of Letters of Credit by the L/C Issuers; and

WHEREAS, it is a condition precedent to the obligations of the Administrative Agent, the L/C Issuers, the Swing Line Lenders, and the Lenders under the Credit Agreement that each Guarantor execute and deliver to the Administrative Agent this Agreement and each Guarantor wishes to fulfill said condition precedent.

NOW, THEREFORE, in order to induce Lenders to extend the Loans and the L/C Issuers to issue Letters of Credit and to make the financial accommodations as provided for in the Credit Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Guarantee . Each Guarantor unconditionally guarantees, jointly with any other Guarantors from time to time and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of all Obligations, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Loan Party under Debtor Relief Laws, and including interest that accrues after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws whether or not the claim for such interest is allowed in such proceeding, including, without limitation, (i) the due and punctual payment of (A) the principal of and premium, if any, and interest (including interest accruing during the pendency of any proceeding or case under any Debtor Relief Law, regardless of whether allowed or allowable in such proceeding or case) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (B) each payment required to be made by the Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement or disbursements, interest thereon and obligations to provide cash collateral, and (C) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise of the Borrower and other Loan Parties to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents, and (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower and other Loan Parties under or

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pursuant to the Credit Agreement and the other Loan Documents (collectively, the “ Guaranteed Obligations ”). Each Guarantor further agrees that the Guaranteed Obligations may be amended, extended, refinanced, modified or renewed, in whole or in part, without notice to or further assent from such Guarantor, and that such Guarantor will remain bound upon its guarantee notwithstanding any amendment, extension, refinancing, modification or renewal of any Guaranteed Obligations. All payments made by a Guarantor under this Agreement shall be made to the Administrative Agent at the Administrative Agent’s Office in Dollars.

Anything contained herein to the contrary notwithstanding, to the extent that the obligations of any Guarantor hereunder would be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law, the obligations of such Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to such avoidance provisions.

Section 2. Obligations Not Waived . To the fullest extent permitted by applicable law, each Guarantor waives presentment or protest to, demand of or payment from the Borrower or any other guarantor of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. To the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be affected by (i) the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce or exercise any right or remedy against the Borrower or any other guarantor under the provisions of the Credit Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement, any other Loan Document, any guarantee or any other agreement, or (iii) the failure to perfect any security interest in, or the release of, any of the security held by or on behalf of the Administrative Agent or any Lender.

Section 3. Guarantee of Payment . Each Guarantor further agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any Lender to any security held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any Lender in favor of the Borrower or any other Person.

Section 4. No Discharge or Diminishment of Guarantee . The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, alteration, or compromise of any of the Guaranteed Obligations with respect to any other obligor, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of the Guarantors or that would otherwise operate as a discharge of the Guarantors as a matter of law or equity (other than the indefeasible payment in cash of the Obligations).

Section 5. Defenses of Borrower Waived . To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of any Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from

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any cause of the liability of any Loan Party, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations. The Administrative Agent and the Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any other Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other guarantor, as the case may be, or any security.

Section 6. No Setoff or Deductions . Each Guarantor shall make all payments hereunder without setoff or counterclaim. Each Guarantor agrees to the provisions of Section 3.01 of the Credit Agreement that are applicable to such Guarantor, and such provisions are hereby incorporated by reference herein. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Agreement.

Section 7. Information . Each Guarantor assumes all responsibility for being and keeping itself informed of other Loan Parties’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the Lenders will have any duty to advise any Guarantor of information known to it or any of them regarding such circumstances or risks.

Section 8. Indemnity and Subrogation . In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 9 ), the Borrower agrees that (a) in the event a payment shall be made by a Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of a Guarantor shall be sold to satisfy a claim of any Lender under this Agreement, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Section 9. Subordination . Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors against the Borrower or any other Loan Party under Section 8 and all other rights of indemnity, contribution, reimbursement or subrogation under applicable law or otherwise shall be fully subordinated and junior to the indefeasible prior payment in full in cash of the Guaranteed Obligations. No failure on the part of the Borrower to make the payments required under applicable law or otherwise shall in any respect limit the obligations and liabilities of the Guarantors with respect to its obligations hereunder, and the Guarantors shall remain liable for the full amount of the obligations of the Guarantors hereunder. In addition, all Indebtedness and other obligations of the Borrower, and all Indebtedness and other obligations of any other Loan Party, in each case now or hereafter owing to the Guarantors are hereby subordinated in right of payment to the prior indefeasible payment in full in cash of the Guaranteed Obligations. If any amount shall be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such Indebtedness or obligations of any Loan Party, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of the Guarantors under this Guaranty; provided that payments of Indebtedness and other obligations owing

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by the Borrower or other Loan Party to the Guarantors at a time when there does not exist a Default or Event of Default shall not be held in trust or paid to the Administrative Agent.

Section 10. Representations and Warranties . Each Guarantor represents and warrants as to itself that all representations and warranties relating to it (as a Subsidiary of the Borrower) contained in the Credit Agreement are true and correct in all material respects, except that such materiality qualifier shall not apply to the extent that any such representation and warranty is qualified by materiality.

Section 11. Termination; Reinstatement . This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid in full in cash, all other amounts payable under this Guaranty have been indefeasibly paid in full in cash, the Lenders have no further commitment to lend under the Credit Agreement, the Fronting Exposure has been reduced to zero and no L/C Issuer has any further obligation to issue Letters of Credit under the Credit Agreement. Notwithstanding the foregoing, this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Lender or any Guarantor upon the bankruptcy or reorganization of the Borrower, any Guarantor or otherwise. The obligations of the Guarantors under this paragraph shall survive termination of this Agreement.

Section 12. Stay of Acceleration . In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed, in connection with any case commenced by or against any Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the Guarantor immediately upon demand by the Administrative Agent, on behalf of the Lenders.

Section 13. Expenses . The Guarantors shall pay on demand all out-of-pocket expenses in any way relating to the enforcement or protection of the rights of the Administrative Agent and the Lenders under this Agreement or in respect of the Guaranteed Obligations, including any incurred during any “workout” or restructuring in respect of the Guaranteed Obligations and any incurred in the preservation, protection or enforcement of any rights of the Administrative Agent and the Lenders in any proceeding any Debtor Relief Laws. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Agreement.

Section 14. Binding Effect; Several Agreement; Assignments . Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind the Guarantors and their respective successors and assigns and inure to the benefit of the Administrative Agent, the Lenders and their respective successors and assigns, and the Lenders may, without notice to the Guarantors and without affecting the Guarantors’ obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part. This Agreement shall become effective as to each Guarantor when a counterpart hereof is executed on behalf of such Guarantor. No Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void).

Section 15. Waivers; Amendment .

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Administrative Agent hereunder and of the Lenders under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be permitted by subsection (b) below, and then such waiver and consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Guarantors in any case shall entitle the Guarantors to any other or further notice in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Guarantors with respect to which such waiver, amendment or modification relates and the Administrative Agent in accordance with Section 10.01 of the Credit Agreement.

Section 16. Notices . All communications and notices hereunder shall be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to the Guarantors shall be given to it at its address set forth on Schedule I attached hereto or such other address as shall be designated by notice given by the Guarantors.

Section 17. Severability . Any provision of this Agreement held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 18. Counterparts; Integration . This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract (subject to Section 14 ), and shall become effective as provided in Section 14 . Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement. This Agreement constitutes the entire agreement among the parties hereto regarding the subject matters hereof and supersedes all prior agreements and understandings, oral or written, regarding such subject matter.

Section 19. Rules of Interpretation . The rules of interpretation specified in Section 1.02 of the Credit Agreement shall be applicable to this Agreement.

Section 20. Governing Law; Jurisdiction; Consent to Service of Process .

(a) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York.

(b) EACH GUARANTOR (i) IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, AND IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION,

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LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT and (ii) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION AND THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT, AND (ii) IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 21. Waiver of Jury Trial . EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY), AND CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.

Section 22. Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender and its Affiliates is hereby authorized at any time and from time to time, without prior notice to the Guarantors, such notice being waived by each Guarantor to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any Guarantor against any or all the obligations of the Guarantors now or hereafter existing under this Agreement and the other Loan Documents, irrespective of whether or not such Person shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. The rights of each Lender under this Section 22 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have.

Section 23. Additional Guarantors . Upon the execution and delivery by any Person of a Guaranty Agreement Joinder and other documents as provided in Section 6.15 of the Credit Agreement, such Person shall be a party hereto as if an original signatory hereto.

Section 24. Entire Agreement . This 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.

[Remainder of Page is Intentionally Blank]

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IN WITNESS WHEREOF , the undersigned has duly executed this Agreement as of the day and year first above written.


GUARANTORS :

ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP

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

By:		/s/ Walter S. Hulse III
		Walter S. Hulse III, Chief Financial Officer and Executive Vice President, Strategic Planning and Corporate Affairs


ONEOK PARTNERS, L.P.

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

By:		/s/ Walter S. Hulse III
		Walter S. Hulse III, Chief Financial Officer and Executive Vice President, Strategic Planning and Corporate Affairs

[Signature Page to Guaranty Agreement]

SCHEDULE I TO THE

GUARANTY AGREEMENT

ONEOK Partners Intermediate Limited Partnership

ONEOK Partners, L.P.

100 West Fifth Street

Tulsa, OK 74102-0871

Schedule I

Guaranty Agreement

Exhibit 10.2

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (the “ Agreement ”), dated as of June 30, 2017 is made by ONEOK, INC., an Oklahoma corporation (the “ Guarantor ”) in favor of MIZUHO BANK, LTD., a national banking association, as administrative agent (the “ Administrative Agent ”) for the several banks and other financial institutions (the “ Lenders ”) from time to time party to the Term Loan Agreement, dated as of January 8, 2016 (the “ Original Credit Agreement ”), as amended by the First Amendment to Term Loan Agreement, dated as of April 18, 2017 (the “ Amendment ”), each by and among ONEOK PARTNERS, L.P. (the “ Borrower ”), the Lenders and the Administrative Agent (the Original Credit Agreement, as amended by the Amendment, and as further amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”; capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders established a term loan facility for the Borrower;

WHEREAS, Borrower is a direct or indirect Subsidiary of the Guarantor and Guarantor will derive substantial benefit the Lenders entering into the Amendment and amending the terms of the Original Credit Agreement; and

WHEREAS, it is a condition precedent to the effectiveness of the amendments to the Original Credit Agreement in the Amendment that Guarantor execute and deliver to the Administrative Agent this Agreement and Guarantor wishes to fulfill said condition precedent.

NOW, THEREFORE, in order to induce Lenders to enter into the Amendment and amend the Original Credit Agreement as set forth in the Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Guarantee . The Guarantor unconditionally guarantees, jointly with any other guarantors from time to time and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of all Obligations, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Loan Party under Debtor Relief Laws, and including interest that accrues after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws whether or not the claim for such interest is allowed in such proceeding, including, without limitation, (i) the due and punctual payment of (A) the principal of and premium, if any, and interest (including interest accruing during the pendency of any proceeding or case under any Debtor Relief Law, regardless of whether allowed or allowable in such proceeding or case) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (B) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise of the Borrower and other Loan Parties to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents, and (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower and other Loan Parties under or pursuant to the Credit Agreement and the other Loan Documents (collectively, the “ Guaranteed Obligations ”). The Guarantor further agrees that the Guaranteed Obligations may be amended, extended, refinanced, modified or renewed, in whole or in part, without notice to or further assent from the Guarantor, and that the Guarantor will remain bound upon its guarantee notwithstanding any amendment, extension, refinancing, modification or renewal of any

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Guaranteed Obligations. All payments made by the Guarantor under this Agreement shall be made to the Administrative Agent at the Administrative Agent’s Office in Dollars.

Anything contained herein to the contrary notwithstanding, to the extent that the obligations of the Guarantor hereunder would be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law, the obligations of the Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to such avoidance provisions.

Section 2. Obligations Not Waived . To the fullest extent permitted by applicable law, the Guarantor waives presentment or protest to, demand of or payment from the Borrower or any other guarantor of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. To the fullest extent permitted by applicable law, the obligations of the Guarantor hereunder shall not be affected by (i) the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce or exercise any right or remedy against the Borrower or any other guarantor under the provisions of the Credit Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement, any other Loan Document, any guarantee or any other agreement, or (iii) the failure to perfect any security interest in, or the release of, any of the security held by or on behalf of the Administrative Agent or any Lender.

Section 3. Guarantee of Payment . The Guarantor further agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any Lender to any security held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any Lender in favor of the Borrower or any other Person.

Section 4. No Discharge or Diminishment of Guarantee . The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, alteration, or compromise of any of the Guaranteed Obligations with respect to any other obligor, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of the Guarantor or that would otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in cash of the Obligations).

Section 5. Defenses of Borrower Waived . To the fullest extent permitted by applicable law, the Guarantor waives any defense based on or arising out of any defense of any Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Party, other than the final and indefeasible payment in full in cash of the Guaranteed Obligations. The Administrative Agent and the Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any other Loan Party or any other

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guarantor, without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent the Guaranteed Obligations have been finally and indefeasibly paid in cash. Pursuant to applicable law, the Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantor against the Borrower or any other guarantor, as the case may be, or any security.

Section 6. No Setoff or Deductions . The Guarantor shall make all payments hereunder without setoff or counterclaim. The Guarantor agrees to the provisions of Section 3.01 of the Credit Agreement that are applicable to the Guarantor, and such provisions are hereby incorporated by reference herein. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Agreement.

Section 7. Information . The Guarantor assumes all responsibility for being and keeping itself informed of other Loan Parties’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that the Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the Lenders will have any duty to advise the Guarantor of information known to it or any of them regarding such circumstances or risks.

Section 8. Indemnity and Subrogation . In addition to all such rights of indemnity and subrogation as the Guarantor may have under applicable law (but subject to Section 9 ), the Borrower agrees that (a) in the event a payment shall be made by the Guarantor under this Agreement, the Borrower shall indemnify the Guarantor for the full amount of such payment and the Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of the Guarantor shall be sold to satisfy a claim of any Lender under this Agreement, the Borrower shall indemnify the Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Section 9. Subordination . Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantor against the Borrower or any other Loan Party under Section 8 and all other rights of indemnity, contribution, reimbursement or subrogation under applicable law or otherwise shall be fully subordinated and junior to the indefeasible prior payment in full in cash of the Guaranteed Obligations. No failure on the part of the Borrower to make the payments required under applicable law or otherwise shall in any respect limit the obligations and liabilities of the Guarantor with respect to its obligations hereunder, and the Guarantor shall remain liable for the full amount of the obligations of the Guarantor hereunder. In addition, all Indebtedness and other obligations of the Borrower, and all Indebtedness and other obligations of any other Loan Party, in each case now or hereafter owing to the Guarantor is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of the Guaranteed Obligations. If any amount shall be paid to the Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such Indebtedness or obligations of any Loan Party, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of the Guarantor under this Guaranty; provided that payments of Indebtedness and other obligations owing by the Borrower or other Loan Party to the Guarantor at a time when there does not exist a Default or Event of Default shall not be held in trust or paid to the Administrative Agent.

Section 10. Representations and Warranties . The Guarantor represents and warrants as to itself that all representations and warranties relating to it (as a Subsidiary of the Borrower) contained in the Credit Agreement are true and correct in all material respects, except that such materiality qualifier shall not apply to the extent that any such representation and warranty is qualified by materiality.

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Section 11. Termination; Reinstatement . This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid in full in cash, all other amounts payable under this Guaranty have been indefeasibly paid in full in cash and the Lenders have no further commitment to lend under the Credit Agreement. Notwithstanding the foregoing, this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Lender or the Guarantor upon the bankruptcy or reorganization of the Borrower, the Guarantor or otherwise. The obligations of the Guarantor under this paragraph shall survive termination of this Agreement.

Section 12. Stay of Acceleration . In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed, in connection with any case commenced by or against the Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the Guarantor immediately upon demand by the Administrative Agent, on behalf of the Lenders.

Section 13. Expenses . The Guarantor shall pay on demand all out-of-pocket expenses in any way relating to the enforcement or protection of the rights of the Administrative Agent and the Lenders under this Agreement or in respect of the Guaranteed Obligations, including any incurred during any “workout” or restructuring in respect of the Guaranteed Obligations and any incurred in the preservation, protection or enforcement of any rights of the Administrative Agent and the Lenders in any proceeding any Debtor Relief Laws. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Agreement.

Section 14. Binding Effect; Several Agreement; Assignments . Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantor that are contained in this Agreement shall bind the Guarantor and its successors and assigns and inure to the benefit of the Administrative Agent, the Lenders and their respective successors and assigns, and the Lenders may, without notice to the Guarantor and without affecting the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part. This Agreement shall become effective as to the Guarantor when a counterpart hereof is executed on behalf of the Guarantor. The Guarantor shall not have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void).

Section 15. Waivers; Amendment .

(a) No failure or delay of the Administrative Agent of any kind in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights of the Administrative Agent hereunder and of the Lenders under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Guarantor therefrom shall in any event be effective unless the same shall be permitted by subsection (b) below, and then such waiver and consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Guarantor in any case shall entitle the Guarantor to any other or further notice in similar or other circumstances.

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(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Guarantor with respect to which such waiver, amendment or modification relates and the Administrative Agent in accordance with Section 10.01 of the Credit Agreement.

Section 16. Notices . All communications and notices hereunder shall be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to the Guarantor shall be given to it at its address set forth on Schedule I attached hereto or such other address as shall be designated by notice given by the Guarantor.

Section 17. Severability . Any provision of this Agreement held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 18. Counterparts; Integration . This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract (subject to Section 14 ), and shall become effective as provided in Section 14 . Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement. This Agreement constitutes the entire agreement among the parties hereto regarding the subject matters hereof and supersedes all prior agreements and understandings, oral or written, regarding such subject matter.

Section 19. Rules of Interpretation . The rules of interpretation specified in Section 1.02 of the Credit Agreement shall be applicable to this Agreement.

Section 20. Governing Law; Jurisdiction; Consent to Service of Process .

(a) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York.

(b) THE GUARANTOR (i) IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, AND IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT and (ii) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

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(c) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE GUARANTOR HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION AND THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT, AND (ii) IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 21. Waiver of Jury Trial . THE GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY), AND CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.

Section 22. Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender and its Affiliates is hereby authorized at any time and from time to time, without prior notice to the Guarantor, such notice being waived by the Guarantor to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Guarantor against any or all the obligations of the Guarantor now or hereafter existing under this Agreement and the other Loan Documents, irrespective of whether or not such Person shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. The rights of each Lender under this Section 22 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have.

Section 23. Entire Agreement . This 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.

[Remainder of Page is Intentionally Blank]

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IN WITNESS WHEREOF , the undersigned has duly executed this Agreement as of the day and year first above written.


GUARANTOR :

ONEOK, INC., an Oklahoma corporation

By:		/s/ Walter S. Hulse III
		Walter S. Hulse III, Chief Financial Officer
		and Executive Vice President, Strategic
		Planning and Corporate Affairs

[Signature Page to Guaranty Agreement]

SCHEDULE I TO THE

GUARANTY AGREEMENT

ONEOK, Inc.

100 West Fifth Street

Tulsa, OK 74102-0871

Schedule 1

Guaranty Agreement

Exhibit 99.1

LOGO


June 30, 2017	Analyst Contact:	Megan Patterson
		918-561-5325

	Media Contact:	Brad Borror
		918-588-7582

ONEOK Announces Closing of Merger Transaction

ONEOK Shareholders and ONEOK Partners Unitholders

Approve Transaction

TULSA, Okla. – June 30, 2017 – ONEOK, Inc. (NYSE: OKE) today announced that it has closed the acquisition of all outstanding common units of ONEOK Partners, L.P. (NYSE: OKS) it did not previously own, and the merger of ONEOK Partners with a subsidiary of ONEOK will be effective at the end of today. As a result of the acquisition, ONEOK Partners common units will no longer be publicly traded on the New York Stock Exchange.

At separate special meetings held earlier today, ONEOK shareholders and ONEOK Partners unitholders voted in favor of their respective proposals related to the previously announced merger transaction.

Approximately 98 percent of the ONEOK shares voted approved the ONEOK stock issuance proposal in connection with the merger transaction.

Approximately 96 percent of the ONEOK shares voted, representing approximately 86 percent of the outstanding shares, approved the proposal to increase the number of authorized shares of ONEOK common stock to 1.2 billion from 600 million.

Approximately 98 percent of the ONEOK Partners units voted, representing approximately 75 percent of the outstanding units, approved the merger proposal.

“The support for this transaction by both ONEOK shareholders and ONEOK Partners unitholders was evident today,” said Terry K. Spencer, president and chief executive officer of ONEOK. “This investor support underscores our decision to create a larger, stand-alone operating company, resulting in solid dividend coverage and a lower cost of funding, enhancing our ability to execute on our long-term growth strategy as one of the country’s leading midstream energy companies. We believe this transaction positions our businesses well for continued growth and provides ONEOK shareholders with long-term value through an expected higher dividend growth rate and an even stronger balance sheet.”

-more-

ONEOK Announces Closing of Merger Transaction

June 30, 2017

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MERGER TRANSACTION HIGHLIGHTS

Under the terms of the merger agreement, ONEOK has acquired all of the 171.5 million outstanding units of ONEOK Partners it did not already own at a fixed exchange ratio of 0.985 of a share of ONEOK common stock for each public unit of ONEOK Partners.

ONEOK expects:

•

A dividend increase of 21 percent to 74.5 cents per share, or $2.98 on an annualized basis, with dividend growth of 9 to 11 percent annually thereafter through 2021;

•

Annual dividend coverage greater than 1.2 times;

•

The transaction to be immediately accretive and then double-digit accretive to ONEOK’s distributable cash flow per share in all years from 2018 through 2021;

•

No cash income taxes through at least 2021; and

•

Shareholders to benefit from a lower cost of funding, improved capital markets access and enhanced dividend growth.

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ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE ) is one of the largest energy midstream service providers in the U.S., connecting prolific supply basins with key market centers. It owns and operates one of the nation’s premier natural gas liquids (NGL) systems and is a leader in the gathering, processing, storage and transportation of natural gas. ONEOK’s operations include a 38,000-mile integrated network of NGL and natural gas pipelines, processing plants, fractionators and storage facilities in the Mid-Continent, Williston, Permian and Rocky Mountain regions.

ONEOK is a FORTUNE 500 company and is included in Standard & Poor’s (S&P) 500 index.

For information about ONEOK, Inc., visit the website: www.oneok.com .

For the latest news about ONEOK, find us on LinkedIn, Facebook or Twitter @ONEOKNews .

This news release contains certain “forward-looking statements” within the meaning of federal securities laws. Words such as “anticipates”, “believes,” “expects”, “intends”, “plans”, “projects”, “will”, “would”, “should”, “may”, and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect our current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction involving us, including future financial and operating results, our plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts, including future results of operations, projected cash flow and liquidity, business strategy, expected synergies or cost savings, and other plans and objectives for future operations. No assurances can be given that the forward-looking statements contained in this news release will occur as projected and actual results may differ materially from those projected.

Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties, many of which are beyond our control, and are not guarantees of future results. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. These risks and uncertainties include, without limitation, the following:

•

the risk that cost savings, tax benefits and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;

•

disruption from the transaction may make it more difficult to maintain relationships with customers, employees or suppliers;

•

the possible diversion of management time on merger-related issues;

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ONEOK Announces Closing of Merger Transaction

June 30, 2017

Page 3

•

the impact and outcome of pending and future litigation, including litigation relating to the transaction;

•

the effects of weather and other natural phenomena, including climate change, on our operations, demand for our services and energy prices;

•

competition from other United States and foreign energy suppliers and transporters, as well as alternative forms of energy, including, but not limited to, solar power, wind power, geothermal energy and biofuels such as ethanol and biodiesel;

•

the capital intensive nature of our businesses;

•

the profitability of assets or businesses acquired or constructed by us;

•

our ability to make cost-saving changes in operations;

•

risks of marketing, trading and hedging activities, including the risks of changes in energy prices or the financial condition of our counterparties;

•

the uncertainty of estimates, including accruals and costs of environmental remediation;

•

the timing and extent of changes in energy commodity prices;

•

the effects of changes in governmental policies and regulatory actions, including changes with respect to income and other taxes, pipeline safety, environmental compliance, climate change initiatives and authorized rates of recovery of natural gas and natural gas transportation costs;

•

the impact on drilling and production by factors beyond our control, including the demand for natural gas and crude oil; producers’ desire and ability to obtain necessary permits; reserve performance; and capacity constraints on the pipelines that transport crude oil, natural gas and NGLs from producing areas and our facilities;

•

difficulties or delays experienced by trucks, railroads or pipelines in delivering products to or from our terminals or pipelines;

•

changes in demand for the use of natural gas, NGLs and crude oil because of market conditions caused by concerns about climate change;

•

the impact of unforeseen changes in interest rates, debt and equity markets, inflation rates, economic recession and other external factors over which we have no control, including the effect on pension and postretirement expense and funding resulting from changes in equity and bond market returns;

•

our indebtedness could make us vulnerable to general adverse economic and industry conditions, limit our ability to borrow additional funds and/or place us at competitive disadvantages compared with our competitors that have less debt, or have other adverse consequences;

•

actions by rating agencies concerning our credit ratings;

•

the results of administrative proceedings and litigation, regulatory actions, rule changes and receipt of expected clearances involving any local, state or federal regulatory body, including the Federal Energy Regulatory Commission (FERC), the National Transportation Safety Board, the Pipeline and Hazardous Materials Safety Administration (PHMSA), the U.S. Environmental Protection Agency (EPA) and the U.S. Commodity Futures Trading Commission (CFTC);

•

our ability to access capital at competitive rates or on terms acceptable to us;

•

risks associated with adequate supply to our gathering, processing, fractionation and pipeline facilities, including production declines that outpace new drilling or extended periods of ethane rejection;

•

the risk that material weaknesses or significant deficiencies in our internal controls over financial reporting could emerge or that minor problems could become significant;

•

the ability to market pipeline capacity on favorable terms, including the effects of:

•

future demand for and prices of natural gas, NGLs and crude oil;

•

competitive conditions in the overall energy market;

•

availability of supplies of Canadian and United States natural gas and crude oil; and

•

availability of additional storage capacity;

•

performance of contractual obligations by our customers, service providers, contractors and shippers;

•

the timely receipt of approval by applicable governmental entities for construction and operation of our pipeline and other projects and required regulatory clearances;

•

our ability to acquire all necessary permits, consents or other approvals in a timely manner, to promptly obtain all necessary materials and supplies required for construction, and to construct gathering, processing, storage, fractionation and transportation facilities without labor or contractor problems;

•

the mechanical integrity of facilities operated;

•

demand for our services in the proximity of our facilities;

•

our ability to control operating costs;

•

acts of nature, sabotage, terrorism or other similar acts that cause damage to our facilities or our suppliers’ or shippers’ facilities;

-more-

ONEOK Announces Closing of Merger Transaction

June 30, 2017

Page 4

•

economic climate and growth in the geographic areas in which we do business;

•

the risk of a prolonged slowdown in growth or decline in the United States or international economies, including liquidity risks in United States or foreign credit markets;

•

the impact of recently issued and future accounting updates and other changes in accounting policies;

•

the possibility of future terrorist attacks or the possibility or occurrence of an outbreak of, or changes in, hostilities or changes in the political conditions in the Middle East and elsewhere;

•

the risk of increased costs for insurance premiums, security or other items as a consequence of terrorist attacks;

•

risks associated with pending or possible acquisitions and dispositions, including our ability to finance or integrate any such acquisitions and any regulatory delay or conditions imposed by regulatory bodies in connection with any such acquisitions and dispositions;

•

the impact of uncontracted capacity in our assets being greater or less than expected;

•

the ability to recover operating costs and amounts equivalent to income taxes, costs of property, plant and equipment and regulatory assets in our state and FERC-regulated rates;

•

the composition and quality of the natural gas and NGLs supplied to our gathering systems, processed in our plants and transported on our pipelines;

•

the efficiency of our plants in processing natural gas and extracting and fractionating NGLs;

•

the impact of potential impairment charges;

•

the risk inherent in the use of information systems in our respective businesses, implementation of new software and hardware, and the impact on the timeliness of information for financial reporting;

•

our ability to control construction costs and completion schedules of our pipelines and other projects; and

•

the risk factors listed in the reports ONEOK and ONEOK Partners have filed and may file with the SEC, which are incorporated by reference.

These reports are also available from the sources described below. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither ONEOK nor ONEOK Partners undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in the most recent reports on Form 10-K and Form 10-Q and other documents of ONEOK and ONEOK Partners on file with the SEC. ONEOK’s and ONEOK Partners’ SEC filings are available publicly on the SEC’s website at www.sec.gov.

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