ONEOK INC /NEW/ (Form: 8-K, Received: 09/25/2023 17:25:03)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 25, 2023

ONEOK, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma

001-13643

73-1520922

(State or other jurisdiction of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

100 West Fifth Street; Tulsa, OK

(Address of principal executive offices)

74103

(Zip Code)

(918) 588-7000
(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, par value of $0.01		OKE		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On September 25, 2023 (the “Closing Date”), Otter Merger Sub, LLC (“Merger Sub”), a Delaware limited liability company and wholly owned, direct, subsidiary of ONEOK, Inc., an Oklahoma corporation (the “Company” or “ONEOK”), completed its merger (the “Merger”) with and into Magellan Midstream Partners, L.P. a Delaware limited partnership (“Magellan”), as a result of which Magellan became a wholly owned, direct, subsidiary of the Company. The Merger was effected pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated May 14, 2023, by and among the Company, Merger Sub and Magellan.

Item 1.01 Entry into a Material Definitive Agreement.

Supplemental Indentures

In connection with the closing of the Merger, ONEOK, ONEOK Partners, L.P., a Delaware limited partnership (“ONEOK Partners”), ONEOK Partners Intermediate Limited Partnership, a Delaware limited partnership (“Intermediate Partnership”), Magellan and the respective trustees entered into supplemental indentures to the respective indentures governing ONEOK’s currently outstanding notes pursuant to which Magellan 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 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and which are incorporated by reference herein.

In connection with the closing of the Merger, ONEOK Partners, ONEOK, Intermediate Partnership, Magellan and Computershare Trust Company, N.A., as trustee, entered into a supplemental indenture to the Indenture, dated as of September 25, 2006 (as supplemented, the “2006 Indenture”), by and between ONEOK Partners and the trustee, pursuant to which Magellan provided a guarantee of the currently outstanding notes issued by ONEOK Partners under the 2006 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 4.4 to this Current Report on Form 8-K and which is incorporated by reference herein.

In connection with the closing of the Merger, Magellan, ONEOK, ONEOK Partners, ONEOK Partners Intermediate Limited Partnership, and U.S. Bank Trust Company, National Association (the “MMP Trustee”) entered into supplemental indentures to the respective indentures governing Magellan’s currently outstanding notes pursuant to which ONEOK, ONEOK Partners and Intermediate Partnership provided a guarantee of the currently outstanding notes issued by Magellan 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 4.5 and 4.6 to this Current Report on Form 8-K and which are incorporated by reference herein.

ONEOK Credit Agreement Guarantee

On September 25, 2023, Magellan entered into a guarantee agreement (the “ONEOK Credit Agreement Guarantee”) guaranteeing the obligations of ONEOK under its amended and restated credit agreement, dated as of June 10, 2022 (as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of May 26, 2023, the “ONEOK Credit Agreement”) with ONEOK, Citibank, N.A., as administrative agent, swingline lender, a letter of credit issuer and a lender, and the other lenders, swingline lenders and letter of credit issuers parties thereto, which guarantee became effective in connection with the completion of the Merger and the satisfaction of the other conditions precedent set forth in the ONEOK Credit Agreement. Under the ONEOK Credit Agreement Guarantee, Magellan, will be liable for ONEOK’s obligations under the ONEOK Credit Agreement. Any such liabilities will be senior unsecured obligations of Magellan and will rank equally in right of payment with all existing and future senior unsecured indebtedness of Magellan. 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.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference. As a result of the Merger, each unit of Magellan (the “Magellan Units”) issued and outstanding immediately prior to the time the Merger became effective (the “Effective Time”), was converted into the right to receive (i) 0.667 shares of ONEOK common stock, par value $0.01 (each whole share, the “ONEOK common stock”), and (ii) cash in the amount of $25.00. No fractional shares of ONEOK common stock will be issued in the Merger, and holders of units of Magellan will, instead, receive cash in lieu of fractional shares of ONEOK common stock, if any, as provided in the Merger Agreement.

In addition, at the Effective Time:

(i)

each Partnership RSU Award (as defined in the Merger Agreement), whether vested or unvested, that was outstanding immediately prior to the Effective Time, was assumed by ONEOK and converted into a phantom unit award relating to a number of shares of ONEOK common stock equal to the number of Magellan Units subject to such Partnership RSU Award immediately prior to the Effective Time multiplied by the Equity Exchange Ratio (as defined in the Merger Agreement), rounded up or down to the nearest whole share of ONEOK common stock and otherwise subject to the same terms and conditions of such Partnership RSU Award; and

(ii)

each Partnership PSU Award (as defined in the Merger Agreement), whether vested or unvested, that was outstanding immediately prior to the Effective Time, was assumed by ONEOK and converted into a phantom unit award relating to a number of shares of ONEOK common stock equal to the number of Magellan Units subject to such Partnership PSU Award immediately prior to the Effective Time, assuming achievement of the applicable performance based vesting condition at the maximum level, multiplied by the Equity Exchange Ratio, rounded up or down to the nearest whole share of ONEOK common stock and otherwise subject to the same terms and conditions of such Partnership PSU Award (other than the performance-based vesting conditions); provided, however, such assumed award or the relevant portion thereof will be paid to the holder thereof no later than March 15th of the year following the calendar year in which any substantial risk of forfeiture, within the meaning of Internal Revenue Code Section 409A, lapses with respect to such assumed award or the relevant portion thereof.

The issuance of shares of ONEOK common stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to ONEOK’s registration statement on Form S-4 (File No. 33-272758) (the “Registration Statement”), declared effective by the Securities Exchange Commission (the “SEC”) on July 24, 2023. The joint proxy statement/prospectus included in the Registration Statement contains additional information about the Merger.

The foregoing summary has been included to provide investors and security holders with information regarding the Merger and the Merger Agreement and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Form 8-K filed on May 15, 2023, and the terms of which are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

ONEOK issued a press release on September 25, 2023, attached hereto as Exhibit 99.1, announcing the completion of the Merger. This information is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any registration statement under the Securities Act.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements

The audited consolidated financial statements of Magellan as of December 31, 2022 and 2021 and for each of the three years ended December 31, 2022, 2021 and 2020 are incorporated by reference in this Current Report on Form 8-K from Magellan’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 21, 2023. The historical unaudited consolidated financial statements of Magellan as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 are incorporated by reference in this Current Report on Form 8-K from Magellan’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on August 3, 2023.

(b) Pro Forma Financial Information

The unaudited pro forma combined statements of operations for the year ended December 31, 2022 and for the six months ended June 30, 2023, are presented as if the Merger had been completed on January 1, 2022. The unaudited pro forma combined balance sheet is presented as if the Merger had been completed on June 30, 2023. The pro forma financial information, and the related notes thereto, required to be filed under Item 9.01 of this Current Report on Form 8-K were previously filed in the Current Report on Form 8-K filed by the Company with the SEC on August 8, 2023 and is incorporated by reference in this Current Report on Form 8-K.

Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of May 14, 2023, by and among ONEOK, Inc., Otter Merger Sub, LLC and Magellan Midstream Partners, L.P. (incorporated by reference from Exhibit 2.1 to ONEOK, Inc.’s Current Report on Form 8-K, filed May 15, 2023 (File No. 1-13643)).

4.1		Sixth Supplemental Indenture, dated as of September 25, 2023, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee.

4.2		Fifth Supplemental Indenture, dated as of September 25, 2023, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank Trust Company, National Association, as trustee.

4.3		Twenty-Fifth Supplemental Indenture, dated as of September 25, 2023, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank Trust Company, National Association, as trustee.

4.4		Sixteenth Supplemental Indenture, dated as of September 25, 2023, by and among ONEOK Partners, L.P., ONEOK, Inc., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee.

4.5		Second Supplemental Indenture, dated as of September 25, 2023, by and among Magellan Midstream Partners, L.P., ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank Trust Company, National Association, as trustee.

4.6		Twelfth Supplemental Indenture, dated as of September 25, 2023, by and among Magellan Midstream Partners, L.P., ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank Trust Company, National Association, as trustee.

10.1		Guaranty Agreement, dated as of September 25, 2023, by and between Magellan Midstream Partners, L.P., in favor of Citibank, N.A., as administrative agent, under the Credit Agreement, dated as of June 10, 2022, by and among ONEOK, Inc., Citibank, N.A. and the other lenders parties thereto.

99.1		Press release, dated September 25, 2023.

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ONEOK, INC.

Date: September 25, 2023	By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

Exhibit 4.1

Execution Version

ONEOK, INC.

as Issuer;

ONEOK PARTNERS, L.P.

ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP

and

MAGELLAN MIDSTREAM PARTNERS, L.P.

as Guarantors;

and

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

as Trustee

SIXTH SUPPLEMENTAL INDENTURE

Dated as of September 25, 2023

INDENTURE

Relating to Debt Securities

Dated as of September 24, 1998

6-7/8% Debentures due 2028

SIXTH SUPPLEMENTAL INDENTURE, dated as of September 25, 2023 (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 “Existing Guarantors”), MAGELLAN MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (the “New Guarantor” and, together with the Existing Guarantors, the “Guarantors”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor trustee to Chase Bank of Texas, National Association under the Indenture referred to below (in such capacity, the “Trustee”).

RECITALS

WHEREAS, the Company and the Trustee have heretofore entered into an Indenture, dated as of September 24, 1998 (the “Original Indenture”) (the Original Indenture, as amended and supplemented from time to time, including without limitation pursuant to this Supplemental Indenture, being referred to herein as the “Indenture”);

WHEREAS, on the date hereof, pursuant to an Agreement and Plan of Merger, dated as of May 14, 2023 (the “Merger Agreement”), among the Company, Otter Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), and the New Guarantor, Merger Sub merged with and into the New Guarantor, with the New Guarantor surviving and continuing to exist as a Delaware limited partnership (the “Merger”) and, as a result, the Company acquired all of the outstanding common units representing limited partner interests in the New Guarantor;

WHEREAS, Section 901 of the Indenture provides that the Company and the Trustee may from time to time and at any time, without the consent of Holders, enter into a supplemental indenture to make any change that does not adversely affect the rights of any Holder;

WHEREAS, the changes made herein do not adversely affect the rights of any Holder;

WHEREAS, all acts and requirements necessary to make this Supplemental Indenture a legal, valid and binding obligation of the Company and the Guarantors have been done; and

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, the New Guarantor 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, the New 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 Original Indenture.

Section 1.02 Definitions. For all purposes of this Supplemental Indenture, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Original Indenture.

Section 1.03 General References. All references in this Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and the term “herein”, “hereof”, “hereunder” and any other word of similar import refers to this Supplemental Indenture.

Article II
AGREEMENT TO GUARANTEE

Section 2.01 Unconditional Guarantee.

(a) For value received, subject to Section 2.04 hereof, the New Guarantor 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 guarantee by the New Guarantor set forth in this ARTICLE II is referred to herein as the “Magellan Guarantee.” Without limiting the generality of the foregoing, the New Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the Indenture and such Currently Outstanding Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company.

(b) Failing payment when due of any amount guaranteed pursuant to the Magellan Guarantee, for whatever reason, the New 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 Magellan Guarantee hereunder is intended to be a general, unsecured, senior obligation of the New Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of the New Guarantor that is not, by its terms, expressly subordinated in right of payment to the Magellan Guarantee of the New Guarantor. The New 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 Magellan Guarantee or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the New Guarantor. The New 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 the New Guarantor to enforce the Magellan Guarantee without first proceeding against the Company.

(c) To the fullest extent permitted by applicable law, subject to Section 2.04 hereof, the obligations of the New 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 any Guarantor contained in any of such Currently Outstanding Securities or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any Guarantor or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Currently Outstanding Securities or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Currently Outstanding Securities, including all or any part of the rights of the Company or any Guarantor under the Indenture, (v) the extension of the time for payment by the Company or any Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Currently Outstanding Securities or the Indenture or of the time for performance by the Company or any Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any Guarantor set forth in the Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment, rehabilitation or relief of, or other similar proceeding affecting, the Company or any Guarantor or any of their respective assets, or the disaffirmance of any of such Currently Outstanding Securities, the Magellan Guarantee or the Indenture in any such proceeding, (viii) the release or discharge of the Company or any 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 Magellan Guarantee or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or any Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or any Guarantor.

(d) To the fullest extent permitted by applicable law, the New Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Magellan Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Magellan Guarantee without notice to them and (iii) covenants that the Magellan Guarantee will not be discharged except by complete performance of the Magellan Guarantee. To the fullest extent permitted by applicable law, the New Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to the Magellan Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the New Guarantor, the Magellan Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Magellan Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made.

(e) The New Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by the New Guarantor pursuant to the provisions of the Indenture; provided, however, that the New Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Currently Outstanding Securities until all of such Currently Outstanding Securities and the Magellan Guarantee shall have been indefeasibly paid in full or discharged.

(f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE II and the Magellan Guarantee 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. The New Guarantor and the Trustee hereby confirms that it is the intention of all such parties that the Magellan Guarantee of the New 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 the Magellan Guarantee. To effectuate the foregoing intention, the Trustee and the New Guarantor hereby irrevocably agree that the obligations of the New 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 the New 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 New Guarantor in respect of the obligations of the New Guarantor under this ARTICLE II, result in the obligations of the New Guarantor under the Magellan Guarantee not constituting a fraudulent transfer or conveyance.

Section 2.03 No Requirement to Endorse Notation of Guarantee. The New Guarantor hereby agrees that its execution and delivery of this Supplemental Indenture and this ARTICLE II shall evidence the Magellan 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 the New 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 Existing Guarantors, in each case other than the Currently Outstanding Securities or any other series of capital market debt securities of the Company outstanding on, and for which the New Guarantor is giving a guarantee, on the date hereof, then if no Default or Event of Default shall have occurred and be continuing, the New Guarantor, upon giving written notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, and the Magellan Guarantee shall be of no further force or effect with respect to the New Guarantor. Following the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended as provided in Section 901 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the termination of the Magellan Guarantee with respect to the New Guarantor.

(b) In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLES FOURTEEN and FOUR, respectively, of the Indenture with respect to a series of Currently Outstanding Securities, or (ii) a series of Currently Outstanding Securities ceasing to be Outstanding, the New Guarantor shall be deemed to be released from all its obligations under the Indenture with respect to such series of Currently Outstanding Securities and the Magellan Guarantee of such series of Currently Outstanding Securities shall be of no further force or effect.

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

Article III
MISCELLANEOUS

Section 3.01 Notices. Notices to the New 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 the New Guarantor, as such, will have any liability for any obligations of the Company, the New Guarantor or the other Existing Guarantors under the Currently Outstanding Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The waiver and release are part of the consideration for the issuance of the Magellan Guarantee 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 New Guarantor, and the Trustee assumes no responsibility for their correctness.

The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof or thereof by the Company or the Guarantors.

Except as expressly set forth herein, nothing in this Supplemental Indenture shall alter the duties, rights, privileges, immunities or obligations of the Trustee set forth in the Original Indenture.

Section 3.04 Continued Effect. Except as expressly supplemented and amended by this Supplemental Indenture, the Original Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Original Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided.

Section 3.05 Governing Law. This Supplemental Indenture and the Currently Outstanding Securities shall be governed by and construed in accordance with the laws of the State of New York. This Supplemental Indenture and the Currently Outstanding Securities are subject to the provisions of the Trust Indenture Act that are required to be part of this Supplemental Indenture and the Currently Outstanding Securities and shall, to the extent applicable, be governed by such provisions.

Section 3.06 Counterparts. This instrument may be executed in any number of counterparts, each of which, when delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Signatures to this Supplemental Indenture transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature. The words “execution,” “signed,” “signature,” and words of like import in this Supplemental Indenture shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(signature page follows)

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered, all as of the day and year first above written.

ONEOK, INC.

By:	/s/ Pierce H. Norton II
	Name:	Pierce H. Norton II
	Title:	President and Chief Executive Officer

ONEOK PARTNERS, L.P.

By:	ONEOK Partners GP, L.L.C.,
	its General Partner

By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP

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

By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

MAGELLAN MIDSTREAM PARTNERS, L.P.

By:	Magellan GP, LLC, its General Partner

By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

[Signature Page to ONEOK Sixth Supplemental Indenture]

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

By:	/s/ April Bradley
	Name:	April Bradley
	Title:	Vice President

[Signature Page to ONEOK Sixth Supplemental Indenture]

Schedule A
Currently Outstanding Securities

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

Exhibit 4.2

Execution Version

ONEOK, INC.

as Issuer;

ONEOK PARTNERS, L.P.

ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP

and

MAGELLAN MIDSTREAM PARTNERS, L.P.

as Guarantors;

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

FIFTH SUPPLEMENTAL INDENTURE

Dated as of September 25, 2023

INDENTURE

Relating to Debt Securities

Dated as of December 28, 2001

6.00% Notes due 2035

FIFTH SUPPLEMENTAL INDENTURE, dated as of September 25, 2023 (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 “Existing Guarantors”), and MAGELLAN MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (the “New Guarantor” and, together with the Existing Guarantors, the “Guarantors”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

RECITALS

WHEREAS, the Company and the Trustee have heretofore entered into an Indenture, dated as of December 28, 2001 (the “Original Indenture”) (the Original Indenture, as amended and supplemented from time to time, including without limitation pursuant to this Supplemental Indenture, collectively being referred to herein as the “Indenture”);

WHEREAS, on the date hereof, pursuant to an Agreement and Plan of Merger, dated as of May 14, 2023 (the “Merger Agreement”), among the Company, Otter Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), and the New Guarantor, Merger Sub merged with and into the New Guarantor , with the New Guarantor surviving and continuing to exist as a Delaware limited partnership (the “Merger”) and, as a result, the Company acquired all of the outstanding common units representing limited partner interests in the New Guarantor;

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

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, the New Guarantor 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 Magellan Guarantee) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Currently Outstanding Securities and the Indenture. The guarantee by the New Guarantor set forth in this ARTICLE II is referred to herein as the “Magellan Guarantee.” Without limiting the generality of the foregoing, the New Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the Indenture and such Currently Outstanding Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company.

(b) Failing payment when due of any amount guaranteed pursuant to the Magellan Guarantee, for whatever reason, the New 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 Magellan Guarantee hereunder is intended to be a general, unsecured, senior obligation of the New Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of the New Guarantor that is not, by its terms, expressly subordinated in right of payment to the Magellan Guarantee of the New Guarantor. The New 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 Magellan Guarantee or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the New Guarantor. The New 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 the Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against the New Guarantor to enforce the Magellan Guarantee without first proceeding against the Company.

(c) To the fullest extent permitted by applicable law, subject to Section 2.04 hereof, the obligations of the New 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 the New Guarantor contained in any of such Currently Outstanding Securities or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, the New Guarantor or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Currently Outstanding Securities or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Currently Outstanding Securities, including all or any part of the rights of the Company or the New Guarantor under the Indenture, (v) the extension of the time for payment by the Company or the New Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Currently Outstanding Securities or the Indenture or of the time for performance by the Company or the New Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or the New Guarantor set forth in the Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment, rehabilitation or relief of, or other similar proceeding affecting, the Company or the New Guarantor or any of their respective assets, or the disaffirmance of any of such Currently Outstanding Securities, the Magellan Guarantee or the Indenture in any such proceeding, (viii) the release or discharge of the Company or the New Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Currently Outstanding Securities, the Magellan Guarantee or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or the New Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or the New Guarantor.

(d) To the fullest extent permitted by applicable law, the New Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or the New Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Magellan Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Magellan Guarantee without notice to them and (iii) covenants that the Magellan Guarantee will not be discharged except by complete performance of the Magellan Guarantee. To the fullest extent permitted by applicable law, the New Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to the Magellan Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the New Guarantor, the Magellan Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Magellan Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made.

Section 2.03 No Requirement to Endorse Notation of Guarantee. The New Guarantor hereby agrees that its execution and delivery of this Supplemental Indenture and the provisions set forth in this ARTICLE II shall evidence the Magellan 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 the New 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 Guarantors, in each case other than the Currently Outstanding Securities or any other series of capital market debt securities of the Company outstanding on, and for which the New Guarantor is giving a guarantee, the date hereof, then if no Default or Event of Default shall have occurred and be continuing, the New Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, and the Magellan Guarantee shall be of no further force or effect with respect to the New Guarantor. Following the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended and supplemented as provided in Section 901 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the release and termination of the Magellan Guarantee with respect to the New Guarantor.

(b) In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLES 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, the New Guarantor shall be deemed to be released from all its obligations under the Indenture with respect to such series of Currently Outstanding Securities and the Magellan Guarantee 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 New Guarantor shall be made in accordance with Section 105 of the Indenture at the address for the Company set forth in such Section. The address for the Corporate Trust Office of the Trustee shall be located at 2 Concourse Parkway, Suite 800, Atlanta, Georgia 30328-5588 Attention: Corporate Trust Department, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company.

Section 3.02 No Recourse Against Others. No director, officer, employee, partner (including, for greater certainty, any general partner of any general partnership who is an individual person), incorporator, manager, stockholder or member of the New Guarantor, as such, will have any liability for any obligations of the Company, the New Guarantor or the other Guarantors under the Currently Outstanding Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The waiver and release are part of the consideration for the issuance of the Magellan Guarantee 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 New Guarantor, and the Trustee assumes no responsibility for their correctness.

Except as expressly set forth herein, nothing in this Supplemental Indenture shall alter the duties, rights, privileges, immunities or obligations of the Trustee set forth in the Original Indenture and the Trustee shall be indemnified and held harmless in accordance with the terms thereof as fully and with like effect as if set forth herein in full.

(signature page follows)

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered, all as of the day and year first above written.

ONEOK, INC.

By:	/s/ Pierce H. Norton II
	Name:	Pierce H. Norton II
	Title:	President and Chief Executive Officer

ONEOK PARTNERS, L.P.

By:	ONEOK Partners GP, L.L.C.,
	its General Partner

By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP

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

By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

MAGELLAN MIDSTREAM PARTNERS, L.P.

By:	Magellan GP, LLC, its General Partner

By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

[Signature Page to ONEOK Fifth Supplemental Indenture]

	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
	as Trustee

	By:	/s/ Gregory M. Jackson
	Name:	Gregory M. Jackson
	Title:	Vice President

[Signature Page to ONEOK Fifth Supplemental Indenture]

Schedule A
Currently Outstanding Securities

$400,000,000 6.00% Notes due 2035

Exhibit 4.3

Execution Version

ONEOK, INC.

as Issuer;

ONEOK PARTNERS, L.P.,

ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP

and

MAGELLAN MIDSTREAM PARTNERS, L.P.

as Guarantors;

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

TWENTY-FIFTH SUPPLEMENTAL INDENTURE

Dated as of September 25, 2023

INDENTURE

Relating to Debt Securities

Dated as of January 26, 2012

2.750% Notes due 2024

2.200% Notes due 2025

5.850% Notes due 2026

5.550% Notes due 2026

4.000% Notes due 2027

5.650% Notes due 2028

4.550% Notes due 2028

4.350% Notes due 2029

3.400% Notes due 2029

3.100% Notes due 2030

5.800% Notes due 2030

6.350% Notes due 2031

6.100% Notes due 2032

6.050% Notes due 2033

4.950% Notes due 2047

5.200% Notes due 2048

4.450% Notes due 2049

4.500% Notes due 2050

7.150% Notes due 2051

6.625% Notes due 2053

TWENTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of September 25, 2023 (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 “Existing Guarantors”), MAGELLAN MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (the “New Guarantor” and, together with the Existing Guarantors, the “Guarantors”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

RECITALS

WHEREAS, the Company and the Trustee have heretofore entered into an Indenture, dated as of January 26, 2012 (the “Original Indenture”) (the Original Indenture, as amended and supplemented from time to time, including without limitation pursuant to this Supplemental Indenture, collectively being referred to herein as the “Indenture”);

WHEREAS, 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

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, the New Guarantor 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 Magellan Guarantee) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Currently Outstanding Securities and the Indenture. The guarantee by the New Guarantor set forth in this ARTICLE II is referred to herein as the “Magellan Guarantee.” Without limiting the generality of the foregoing, the New Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the Indenture and such Currently Outstanding Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company.

(b) Failing payment when due of any amount guaranteed pursuant to the Magellan Guarantee, for whatever reason, the New 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 Magellan Guarantee hereunder is intended to be a general, unsecured, senior obligation of the New Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of the New Guarantor that is not, by its terms, expressly subordinated in right of payment to the Magellan Guarantee of the New Guarantor. The New 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 Magellan Guarantee or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the New Guarantor. The New 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 the Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against the New Guarantor to enforce the Magellan Guarantee without first proceeding against the Company.

(c) To the fullest extent permitted by applicable law, subject to Section 2.04 hereof, the obligations of the New 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 the New Guarantor contained in any of such Currently Outstanding Securities or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, the New Guarantor or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Currently Outstanding Securities or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Currently Outstanding Securities, including all or any part of the rights of the Company or the New Guarantor under the Indenture, (v) the extension of the time for payment by the Company or the New Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Currently Outstanding Securities or the Indenture or of the time for performance by the Company or the New Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or the New Guarantor set forth in the Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment, rehabilitation or relief of, or other similar proceeding affecting, the Company or the New Guarantor or any of their respective assets, or the disaffirmance of any of such Currently Outstanding Securities, the Magellan Guarantee or the Indenture in any such proceeding, (viii) the release or discharge of the Company or the New Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Currently Outstanding Securities, the Magellan Guarantee or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or the New Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or the New Guarantor.

(d) To the fullest extent permitted by applicable law, the New Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or the New Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Magellan Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Magellan Guarantee without notice to them and (iii) covenants that the Magellan Guarantee will not be discharged except by complete performance of the Magellan Guarantee. To the fullest extent permitted by applicable law, the New Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to the Magellan Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the New Guarantor, the Magellan Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Magellan Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made.

Section 2.04 Release of Guarantee.

(a) Notwithstanding anything to the contrary in this ARTICLE II, if the New 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 Guarantors, in each case other than the Currently Outstanding Securities or any other series of capital market debt securities of the Company outstanding on, and for which the New Guarantor is giving a guarantee, the date hereof, then if no Default or Event of Default shall have occurred and be continuing, the New Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, and the Magellan Guarantee shall be of no further force or effect with respect to the New Guarantor. Following the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended and supplemented as provided in Section 901 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the release and termination of the Magellan Guarantee with respect to the New Guarantor.

Article III
MISCELLANEOUS

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 New Guarantor, as such, will have any liability for any obligations of the Company, the New Guarantor or the other Guarantors under the Currently Outstanding Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The waiver and release are part of the consideration for the issuance of the Magellan Guarantee 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 New Guarantor, 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/ Pierce H. Norton II
	Name:	Pierce H. Norton II
	Title:	President and Chief Executive Officer

ONEOK PARTNERS, L.P.

By:

ONEOK Partners GP, L.L.C.,

its General Partner

By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

	ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP

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

By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

MAGELLAN MIDSTREAM PARTNERS, L.P.

By: Magellan GP, LLC, its General Partner

By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

[Signature Page to ONEOK Twenty-Fifth Supplemental Indenture]

	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
	as Trustee

By: /s/ Gregory M. Jackson

Name: Gregory M. Jackson

Title: Vice President

[Signature Page to ONEOK Twenty-Fifth Supplemental Indenture]

Schedule A
Currently Outstanding Securities

$500,000,000 2.750% Notes due 2024

$400,000,000 2.200% Notes due 2025

$600,000,000 5.850% Notes due 2026

$750,000,000 5.550% Notes due 2026

$500,000,000 4.000% Notes due 2027

$750,000,000 5.650% Notes due 2028

$800,000,000 4.550% Notes due 2028

$700,000,000 4.350% Notes due 2029

$714,251,000 3.400% Notes due 2029

$780,093,000 3.100% Notes due 2030

$500,000,000 5.800% Notes due 2030

$600,000,000 6.350% Notes due 2031

$750,000,000 6.100% Notes due 2032

$1,500,000,000 6.050% Notes due 2033

$689,006,000 4.950% Notes due 2047

$1,000,000,000 5.200% Notes due 2048

$652,530,000 4.450% Notes due 2049

$443,015,000 4.500% Notes due 2050

$300,000,000 7.150% Notes due 2051

$1,750,000,000 6.625% Notes due 2053

Exhibit 4.4

Execution Version

ONEOK PARTNERS, L.P.

as Issuer;

ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP,

ONEOK, Inc.

and

MAGELLAN MIDSTREAM PARTNERS, L.P.

as Guarantors;

and

COMPUTERSHARE TRUST COMPANY, N.A.

as Trustee

SIXTEENTH SUPPLEMENTAL INDENTURE

Dated as of September 25, 2023

INDENTURE

Relating to Senior Debt Securities

Dated as of September 25, 2006

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

SIXTEENTH SUPPLEMENTAL INDENTURE, dated as of September 25, 2023 (this “Supplemental Indenture”), among ONEOK PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (“ONEOK ILP”) and ONEOK, Inc., an Oklahoma corporation (“ONEOK” and, together with ONEOK ILP, the “Existing Guarantors”), and Magellan Midstream Partners, L.P. (the “New Guarantor”, and together with the Existing Guarantors, the “Guarantors”), and COMPUTERSHARE TRUST COMPANY, N.A., as successor to Wells Fargo Bank, N.A., as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

RECITALS

WHEREAS, the Partnership, the Existing Guarantors and the Trustee have heretofore entered into an Indenture, dated as of September 25, 2006 (the “Original Indenture”) (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 May 14, 2023 (the “Merger Agreement”), among ONEOK, Otter Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of ONEOK (“Merger Sub”), and the New Guarantor, Merger Sub merged with and into the New Guarantor (the “Merger”), with the New Guarantor surviving and continuing to exist as a Delaware limited partnership and, as a result, ONEOK acquired all of the outstanding common units representing limited partner interests in the New Guarantor;

WHEREAS, Section 9.01 of the Original Indenture provides that the Partnership, each Guarantor and the Trustee may from time to time and at any time, without the consent of Holders, enter into a supplemental indenture to add to the covenants of the Partnership or any Guarantor such further covenants, restrictions, conditions or provisions for the protection of the Holders of all or any series of Debt Securities as the Board of Directors shall consider to be for the protection of the Holders of such Debt Securities or to make any change that does not adversely affect the rights of any Holder;

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, the New 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 Guarantors and the New 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 New 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.

Article II
AGREEMENT TO GUARANTEE

Section 2.01 Agreement to Guarantee.

(a) Except as provided below, the New Guarantor hereby agrees to provide a full and unconditional Guarantee (the “Magellan Guarantee”) to the Holders of the Currently Outstanding Securities on the terms and subject to the conditions set forth in Article XII of the Original Indenture.

(b) If the New Guarantor (i) shall cease to be a Subsidiary of ONEOK or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Partnership or the Existing Guarantors, in each case other than the Currently Outstanding Securities, then if no Default or Event of Default shall have occurred and be continuing, the New Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, and the Magellan Guarantee shall be of no further force or effect with respect to the New Guarantor. Following the receipt by the Trustee of any such notice, the Partnership and ONEOK shall cause the Indenture to be amended as provided in Section 9.01 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the termination of the Magellan Guarantee with respect to the New Guarantor.

(c) In addition, the Magellan Guarantee shall be terminated and discharged and shall be of no further force and effect, and the New Guarantor shall be automatically and unconditionally released from all of its obligations under the Magellan 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.

(d) As used in this Supplemental Indenture and in Sections 12.01 and 12.02 of the Original Indenture only, the terms “Guarantor,” “New Guarantor,” “Guarantee” and “Magellan Guarantee” shall include the New Guarantor. Notwithstanding anything in this Supplemental Indenture to the contrary, other than with respect to this Supplemental Indenture and in Sections 12.01, 12.02, 12.03 and 12.04 of the Original Indenture, the New Guarantor will not be considered a Guarantor, and the Magellan 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 New 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 New Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and from the Magellan Guarantee under this Supplemental Indenture.

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

Article III
MISCELLANEOUS

Section 3.01 Notices. Notices to the New Guarantor shall be made in accordance with Section 13.03 of the Indenture at the address for the Partnership set forth in such Section. Notices to the Trustee shall be made in accordance with Section 13.03 of the Indenture at the address set forth below:

Computershare Trust Company, N.A.

1505 Energy Park Drive

St. Paul, MN 55108

Attn: CCT Administrator for ONEOK Partners, L.P.

Section 3.02 No Recourse Against Others. No director, officer, employee, partner (including, for greater certainty, any general partner of any general partnership who is an individual person), incorporator, manager, stockholder or member of the New Guarantor, as such, will have any liability for any obligations of the Partnership, the New 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 Magellan 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 Guarantors and the New 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 3.05 Governing Law. This Supplemental Indenture, the Currently Outstanding Securities and the Guarantees shall be governed by and construed in accordance with the laws of the State of New York. This Supplemental Indenture and the Currently Outstanding Securities are subject to the provisions of the Trust Indenture Act that are required to be part of this Supplemental Indenture and the Currently Outstanding Securities and shall, to the extent applicable, be governed by such provisions.

Section 3.06 Counterparts. This Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (a) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code; (b) an original manual signature; or (c) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument.

Section 3.07 Jury Trial Waiver. EACH OF THE PARTNERSHIP, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(Signature pages follow)

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered, all as of the day and year first above written.

ONEOK PARTNERS, L.P.

	By:	ONEOK Partners GP, L.L.C.,
		its General Partner

By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and
		Executive Vice President, Investor Relations and Corporate Development

ONEOK, INC.

	By:	/s/ Pierce H. Norton II
		Name: Pierce H. Norton II
		Title: President and Chief Executive Officer

ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP

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

By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and
		Executive Vice President, Investor Relations and Corporate Development

MAGELLAN MIDSTREAM PARTNERS, L.P.

By:

Magellan GP, LLC, its General Partner

By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and
		Executive Vice President, Investor Relations and Corporate Development

[Signature Page to ONEOK Partners Sixteenth Supplemental Indenture]

	COMPUTERSHARE TRUST COMPANY, N.A.,
	as Trustee

By:	/s/ Niki Austin
	Name:	Niki Austin
	Title:	Assistant Vice President

[Signature Page to ONEOK Partners Sixteenth Supplemental Indenture]

Schedule A
Currently Outstanding Securities

$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 4.5

Execution Version

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 25, 2023, among Magellan Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), ONEOK, Inc., an Oklahoma corporation (“ONEOK” or the “Parent Guarantor”), ONEOK Partners, L.P., a Delaware limited partnership (“ONEOK Partners”), and ONEOK Partners Intermediate Limited Partnership, a Delaware limited partnership (“Intermediate Partners” and, together with ONEOK Partners, the “ONEOK Subsidiary Guarantors”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee under the indenture referred to below (the “Trustee”). The ONEOK Subsidiary Guarantors together with the Parent Guarantor will be referred to herein as the “Guarantors.”

W I T N E S S E T H:

WHEREAS, the Partnership has heretofore executed and delivered to the Trustee an indenture, dated as of April 19, 2007 (the “Original Indenture”), as amended and supplemented by the First Supplemental Indenture (the “First Supplemental Indenture” and, together with this Supplemental Indenture and the Original Indenture, collectively the “Indenture”) dated as of April 19, 2007, between the Partnership and the Trustee, related to the Partnership’s outstanding 6.400% Senior Notes due 2037;

WHEREAS, on the date hereof, pursuant to an Agreement and Plan of Merger, dated as of May 14, 2023 (the “Merger Agreement”), among ONEOK, Otter Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of ONEOK (“Merger Sub”), and the Partnership, Merger Sub merged with and into the Partnership, with the Partnership surviving and continuing to exist as a Delaware limited partnership and, as a result, ONEOK acquired all of the outstanding common units representing limited partner interests in the Partnership;

WHEREAS, Section 9.01 of the Original Indenture provides that the Partnership and the Trustee may from time to time and at any time, without the consent of Holders, enter into a supplemental indenture to make any change that does not adversely affect the rights of any Holder;

WHEREAS, all acts and requirements necessary to make this Supplemental Indenture a legal, valid and binding obligation of the Partnership and each of 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 of which is hereby acknowledged, the Partnership, each of the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

Article I
RELATION TO INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 Relation to Indenture. With respect to the Currently Outstanding Securities, this Supplemental Indenture constitutes an integral part of the Indenture.

Section 1.02 Definitions. Capitalized terms used herein without definition shall have the meanings assigned to them in the Original Indenture.

Section 1.03 General References. For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (a) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Original Indenture; and (b) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

Article II
AGREEMENT TO GUARANTEE

Section 2.01 Unconditional Guarantee.

(a) For value received, subject to Section 2.04 and Section 2.05 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 Partnership 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 guarantee by each of the ONEOK Subsidiary Guarantors set forth in this ARTICLE II is collectively referred to herein as the “ONEOK Subsidiary Guarantees,” the guarantee by the Parent Guarantor set forth in this ARTICLE II is collectively referred to herein as the “Parent Guarantee” and the ONEOK Subsidiary Guarantees together with the Parent Guarantee is referred to as the “ONEOK Guarantees.” Without limiting the generality of the foregoing, each of the Guarantors’ liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Partnership to the Trustee or the Holders under the Indenture and such Currently Outstanding Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Partnership.

(b) Failing payment when due of any amount guaranteed pursuant to the ONEOK Guarantees, for whatever reason, each of the Guarantors will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). Each ONEOK Guarantee hereunder is intended to be a general, unsecured, senior obligation of the applicable Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of the each of the Guarantors that is not, by its terms, expressly subordinated in right of payment to the ONEOK Guarantees of the Guarantors. Each of the Guarantors hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 2.04 and Section 2.05 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Currently Outstanding Securities, the ONEOK 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 Partnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.04 of the Original Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantors to enforce the ONEOK Guarantees without first proceeding against the Partnership.

(c) To the fullest extent permitted by applicable law, subject to Section 2.04 and Section 2.05 hereof, the obligations of the Guarantors under this ARTICLE II shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Partnership or the Guarantors contained in any of such Currently Outstanding Securities or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Partnership, the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Currently Outstanding Securities or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Currently Outstanding Securities, including all or any part of the rights of the Partnership or the Guarantors under the Indenture, (v) the extension of the time for payment by the Partnership or the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Currently Outstanding Securities or the Indenture or of the time for performance by the Partnership or the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Partnership or the Guarantors set forth in the Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment, rehabilitation or relief of, or other similar proceeding affecting, the Partnership or the Guarantors or any of their respective assets, or the disaffirmance of any of such Currently Outstanding Securities, the ONEOK Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Partnership or the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Currently Outstanding Securities, the ONEOK Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Partnership or the Guarantors, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety of the Guarantors.

(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 Partnership or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its ONEOK Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its ONEOK Guarantee without notice to them and (iii) covenants that its ONEOK Guarantee will not be discharged except by complete performance of its ONEOK Guarantee. 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 its ONEOK Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, its ONEOK Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and its ONEOK Guarantee 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 Partnership 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 its ONEOK Guarantee shall have been indefeasibly paid in full or discharged.

(f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE II and the ONEOK Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE II shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Currently Outstanding Securities pursuant to Article VI of the Original Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Section 2.02 Limitation on Guarantor Liability. The Guarantors and the Trustee hereby confirm that it is the intention of all such parties that the ONEOK Guarantees of the Guarantors not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the ONEOK Guarantees. To effectuate the foregoing intention, the Trustee and the Guarantors hereby irrevocably agree that the obligations of the Guarantors will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantors that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of the Guarantors in respect of the obligations of the Guarantors under this ARTICLE II, result in the obligations of the Guarantors under the ONEOK Guarantees not constituting a fraudulent transfer or conveyance.

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

Section 2.04 Release of ONEOK Subsidiary Guarantees.

(a) Notwithstanding anything to the contrary in this ARTICLE II, if either of the ONEOK Subsidiary Guarantors (i) shall cease to be a Subsidiary of ONEOK or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Partnership or the other Guarantors, in each case other than the Currently Outstanding Securities or any other series of capital market debt securities of the Partnership outstanding on, and for which the ONEOK Subsidiary Guarantor is giving a guarantee, the date hereof, then if no Default or Event of Default shall have occurred and be continuing, such ONEOK Subsidiary 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 its ONEOK Guarantee shall be of no further force or effect with respect to such ONEOK Subsidiary Guarantor. Following the receipt by the Trustee of any such notice, the Partnership shall cause the Indenture to be amended and supplemented as provided in Section 9.01 of the Original Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the release and termination of its ONEOK Guarantee with respect to such ONEOK Subsidiary Guarantor.

(b) In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLE XI of the Original Indenture with respect to a series of Currently Outstanding Securities, or (ii) a series of Currently Outstanding Securities ceasing to be Outstanding, the ONEOK Subsidiary Guarantor shall be deemed to be released from all its obligations under the Indenture with respect to such series of Currently Outstanding Securities and its ONEOK Guarantee of such series of Currently Outstanding Securities shall be of no further force or effect.

Section 2.05 Release of Parent Guarantee.

(a) Notwithstanding anything to the contrary in this ARTICLE II, if the Partnership shall merge with and into the Parent Guarantor, upon giving written notice to the Trustee to the foregoing effect, the Parent Guarantor shall be deemed to be released from all of its obligations under this Supplemental Indenture, and the Parent Guarantee shall be of no further force or effect with respect to the Parent Guarantor. Following the receipt by the Trustee of any such notice, the Partnership shall cause the Indenture to be amended and supplemented as provided in Section 9.01 of the Original Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the release and termination of the Parent Guarantee with respect to the Parent Guarantor.

(b) In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLE XI of the Original Indenture with respect to a series of Currently Outstanding Securities, or (ii) a series of Currently Outstanding Securities ceasing to be Outstanding, the Parent Guarantor shall be deemed to be released from all its obligations under the Indenture with respect to such series of Currently Outstanding Securities and the Parent Guarantee of such series of Currently Outstanding Securities shall be of no further force or effect.

Section 2.06 Benefits Acknowledged. The Guarantors acknowledge that it shall receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and from the ONEOK Guarantees under this Supplemental Indenture.

Article III
MISCELLANEOUS

Section 3.01 Notices. Notices to the Guarantors shall be made in accordance with Section 13.03 of the Original Indenture at the address for the Partnership set forth in such Section. The address for the Corporate Trust Office of the Trustee shall be located at 2 Concourse Parkway, Suite 800, Atlanta, Georgia 30328-5588 Attention: Corporate Trust Department, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company.

Section 3.02 No Recourse Against Others. No director, officer, employee, partner (including, for greater certainty, any general partner of any general partnership who is an individual person), incorporator, manager, stockholder or member of a Guarantor, as such, will have any liability for any obligations of the Partnership, the Guarantors or any other guarantors under the Currently Outstanding Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The waiver and release are part of the consideration for the issuance of the ONEOK Guarantees and the Currently Outstanding Securities.

Section 3.03 Certain Trustee Matters.

The recitals contained herein shall be taken as the statements of the Partnership and the Guarantors, and the Trustee 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 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 Indenture and the Trustee shall be indemnified and held harmless in accordance with the terms thereof as fully and with like effect as if set forth herein in full.

Section 3.04 Continued Effect. Except as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as supplemented and amended, including by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.

(Signature Page Follows)

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

	PARTNERSHIP:

	MAGELLAN MIDSTREAM PARTNERS, L.P.

	By:	Magellan GP, LLC, its General Partner

	By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

	ONEOK, INC.

	By:	/s/ Pierce H. Norton II
	Name:	Pierce H. Norton II
	Title:	President and Chief Executive Officer

	ONEOK PARTNERS, L.P.

	By:	ONEOK Partners GP, L.L.C., its General Partner

	By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

	ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP

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

	By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

(Signature Page to Second Supplemental Indenture)

	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

	By:	/s/ Gregory M. Jackson
	Name:	Gregory M. Jackson
	Title:	Vice President

(Signature Page to Second Supplemental Indenture)

Schedule A

$250,000,000 6.40% Notes due 2037

Exhibit 4.6

Execution Version

TWELFTH SUPPLEMENTAL INDENTURE

TWELFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 25, 2023, among Magellan Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), ONEOK, Inc., an Oklahoma corporation (“ONEOK” or the “Parent Guarantor”), ONEOK Partners, L.P., a Delaware limited partnership (“ONEOK Partners”), and ONEOK Partners Intermediate Limited Partnership, a Delaware limited partnership (“Intermediate Partners” and, together with ONEOK Partners, the “ONEOK Subsidiary Guarantors”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee under the indenture referred to below (the “Trustee”). The ONEOK Subsidiary Guarantors together with the Parent Guarantor will be referred to herein as the “Guarantors.”

W I T N E S S E T H:

WHEREAS, the Partnership has previously executed and delivered to the Trustee an indenture, dated as of August 11, 2010 (the “Original Indenture”), as supplemented by the Second Supplemental Indenture, dated as of November 9, 2012, as supplemented by the Third Supplemental Indenture, dated as of October 10, 2013, as supplemented by the Fourth Supplemental Indenture, dated as of March 4, 2015, as supplemented by the Fifth Supplemental Indenture, dated as of March 4, 2015, as supplemented by the Sixth Supplemental Indenture, dated as of February 29, 2016, as supplemented by the Seventh Supplemental Indenture, dated as of September 13, 2016, as supplemented by the Eighth Supplemental Indenture, dated as of October 3, 2017, as supplemented by the Ninth Supplemental Indenture, dated as of January 18, 2019, as supplemented by the Tenth Supplemental Indenture, dated as of August 19, 2019, and as supplemented by the Eleventh Supplemental Indenture, dated as of May 20, 2020 (collectively with the Original Indenture, the “Indenture”), in each case, between the Partnership and the Trustee, related to the issuance of the Partnership’s outstanding 3.20% Senior Notes due 2025, the Partnership’s 5.00% Senior Notes due 2026, the Partnership’s 3.250% Senior Notes due 2030, the Partnership’s 4.20% Senior Notes due 2042, the Partnership’s 5.15% Senior Notes due 2043, the Partnership’s 4.20% Senior Notes due 2045, the Partnership’s 4.25% Senior Notes due 2046, the Partnership’s 4.200% Senior Notes due 2047, the Partnership’s 4.850% Senior Notes due 2049 and the Partnership’s 3.950% Senior Notes due 2050;

WHEREAS, all acts and requirements necessary to make this Supplemental Indenture a legal, valid and binding obligation of the Partnership and each of the Guarantors have been done; and

Article I
RELATION TO INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 Relation to Indenture. With respect to the Currently Outstanding Securities, this Supplemental Indenture constitutes an integral part of the Indenture.

Section 1.02 Definitions. Capitalized terms used herein without definition shall have the meanings assigned to them in the Original Indenture.

Article II
AGREEMENT TO GUARANTEE

Section 2.01 Unconditional Guarantee.

(a) For value received, subject to Section 2.04 and Section 2.05 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 Partnership 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 guarantee by each of the ONEOK Subsidiary Guarantors set forth in this ARTICLE II is collectively referred to herein as the “ONEOK Subsidiary Guarantees,” the guarantee by the Parent Guarantor set forth in this ARTICLE II is collectively referred to herein as the “Parent Guarantee” and the ONEOK Subsidiary Guarantees together with the Parent Guarantee is referred to as the “ONEOK Guarantees.” Without limiting the generality of the foregoing, each of the Guarantors’ liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Partnership to the Trustee or the Holders under the Indenture and such Currently Outstanding Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Partnership.

(c) To the fullest extent permitted by applicable law, subject to Section 2.04 and 2.05 hereof, the obligations of the Guarantors under this ARTICLE II shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Partnership or the Guarantors contained in any of such Currently Outstanding Securities or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Partnership, the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Currently Outstanding Securities or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Currently Outstanding Securities, including all or any part of the rights of the Partnership or the Guarantors under the Indenture, (v) the extension of the time for payment by the Partnership or the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Currently Outstanding Securities or the Indenture or of the time for performance by the Partnership or the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Partnership or the Guarantors set forth in the Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment, rehabilitation or relief of, or other similar proceeding affecting, the Partnership or the Guarantors or any of their respective assets, or the disaffirmance of any of such Currently Outstanding Securities, the ONEOK Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Partnership or the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Currently Outstanding Securities, the ONEOK Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Partnership or the Guarantors, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety of the Guarantors.

(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 ONEOK Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE II shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Currently Outstanding Securities pursuant to Article VI of the Original Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Section 2.04 Release of ONEOK Subsidiary Guarantees.

Section 2.05 Release of Parent 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 ARTICLE XI of the Original Indenture with respect to a series of Currently Outstanding Securities, or (ii) a series of Currently Outstanding Securities ceasing to be Outstanding, the Parent Guarantor shall be deemed to be released from all its obligations under the Indenture with respect to such series of Currently Outstanding Securities and the Parent Guarantee of such series of Currently Outstanding Securities shall be of no further force or effect.

Article III
MISCELLANEOUS

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 a Guarantor, as such, will have any liability for any obligations of the Partnership, the Guarantors or any other guarantors under the Currently Outstanding Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The waiver and release are part of the consideration for the issuance of the ONEOK Guarantees and the Currently Outstanding Securities.

Section 3.03 Certain Trustee Matters.

The recitals contained herein shall be taken as the statements of the Partnership and the Guarantors, and the Trustee assumes no responsibility for their correctness.

Except as expressly set forth herein, nothing in this Supplemental Indenture shall alter the duties, rights, privileges, immunities or obligations of the Trustee set forth in the Indenture and the Trustee shall be indemnified and held harmless in accordance with the terms thereof as fully and with like effect as if set forth herein in full.

(Signature Page Follows)

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

	PARTNERSHIP:

	MAGELLAN MIDSTREAM PARTNERS, L.P.

By:

Magellan GP, LLC, its General Partner

	By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

ONEOK, INC.

	By:	/s/ Pierce H. Norton II
	Name:	Pierce H. Norton II
	Title:	President and Chief Executive Officer

ONEOK PARTNERS, L.P.

	By:	ONEOK Partners GP, L.L.C.,
		its General Partner

	By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP

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

	By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

(Signature Page to Twelfth Supplemental Indenture)

	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
	as Trustee

	By:	/s/ Gregory M. Jackson
	Name:	Gregory M. Jackson
	Title:	Vice President

(Signature Page to Twelfth Supplemental Indenture)

Schedule A

$250,000,000 3.20% Notes due 2025

$650,000,000 5.00% Notes due 2026

$500,000,000 3.25% Notes due 2030

$250,000,000 4.20% Notes due 2042

$550,000,000 5.15% Notes due 2043

$250,000,000 4.20% Notes due 2045

$500,000,000 4.25% Notes due 2046

$500,000,000 4.20% Notes due 2047

$500,000,000 4.85% Notes due 2049

10.

$800,000,000 3.95% Notes due 2050

Exhibit 10.1

GUARANTY AGREEMENT JOINDER

This Guaranty Agreement Joinder is dated as of September 25, 2023 and is executed by Magellan Midstream Partners, L.P., a Delaware limited partnership (“Additional Guarantor”), in favor of Citibank, N.A., as administrative agent (the “Administrative Agent”) and the Lenders (as defined below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Credit Agreement hereinafter referenced.

RECITALS

WHEREAS, ONEOK, Inc., an Oklahoma corporation (the “Borrower”), is party to that certain Amended and Restated Credit Agreement dated as of June 10, 2022, among the Borrower, the Lenders from time to time party thereto (collectively, the “Lenders”; individually, a “Lender”), and Citibank, N.A., as Administrative Agent, an L/C Issuer and a Swing Line Lender, (as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of May 26, 2023, and as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, ONEOK Partners Intermediate Limited Partnership and ONEOK Partners, L.P., each a Delaware limited partnership, have executed that certain Amended and Restated Guaranty Agreement, dated as of June 10, 2022 in favor of Administrative Agent (as amended, restated, or otherwise modified from time to time, the “Guaranty Agreement”); and

WHEREAS, Additional Guarantor has agreed to execute and deliver this Guaranty Agreement Joinder in order to become a party to the Guaranty Agreement and a Guarantor under the Credit Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and to induce the Lenders to continue to extend credit to the Borrower in accordance with the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Additional Guarantor, for the benefit of the Administrative Agent and the Lenders, hereby agrees as follows:

1. Additional Guarantor shall be a Guarantor for purposes of the Guaranty Agreement, effective from the date hereof, and agrees to perform all of the obligations of a Guarantor under, and to be bound in all respects by the terms of, the Guaranty Agreement (including all waivers, releases, indemnifications and submissions set forth therein), all of which terms are incorporated herein by reference, as if Additional Guarantor were a signatory party thereto; and, accordingly, Additional Guarantor hereby, jointly and severally with the other Guarantors party to the Guaranty Agreement, unconditionally and irrevocably guarantees the prompt and complete payment when due, whether at stated maturity, by acceleration or otherwise, of the Obligations, and further agrees to pay any and all expenses (including the legal fees, charges and disbursements of counsel) incurred by any Lender in enforcing any rights under the Guaranty Agreement, in all respects upon the terms set forth in the Guaranty Agreement. Notwithstanding anything contained herein or in the Guaranty Agreement to the contrary, the obligations of the Additional Guarantor under the Guaranty Agreement shall be limited to an aggregate amount equal to the largest amount that would not render its obligations under the Guaranty Agreement subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any applicable federal or state law.

2. From and after the date hereof, all references to the “Guarantors,” or each individual “Guarantor,” in the Credit Agreement shall be deemed to include Additional Guarantor, in addition to the other Guarantors.

3. Additional Guarantor hereby represents and confirms that the representations and warranties of the Guarantors set forth in the Credit Agreement and incorporated by reference in the Guaranty Agreement are true and correct in all material respects with respect to Additional Guarantor on and as of the date hereof (and after giving effect hereto), as if set forth herein in their entirety.

4. This Guaranty Agreement Joinder and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted in accordance with the laws of the State of New York. Acceptance and notice of acceptance hereof are hereby waived in all respects.

5. This Guaranty Agreement Joinder may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Guaranty Agreement Joinder shall become effective when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of the Additional Guarantor and the Administrative Agent. Delivery of an executed signature page to this Guaranty Agreement Joinder by facsimile transmission or other electronic imaging means (e.g. “pdf’ or “tif’) shall be effective as delivery of a manually signed counterpart hereof.

6. This Guaranty Agreement Joinder is a Loan Document.

7. All communications and notices hereunder shall be in writing and given as provided in the Guaranty Agreement. All communications and notices hereunder to the Additional Guarantor shall be given to it at the address set forth on Schedule 1 to the Guaranty Agreement Joinder.

8. This Guaranty Agreement Joinder, the Guaranty Agreement, and the other Loan Documents represent the final agreement among the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements among the parties.

[Signature Page to Follow]

IN WITNESS WHEREOF, the undersigned Additional Guarantor has caused this Guaranty Agreement Joinder to be duly executed and delivered by its officer thereunto duly authorized as of the date first set forth above.

MAGELLAN MIDSTREAM PARTNERS, L.P.

By:

Magellan GP, LLC, its sole General Partner

	By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

ACKNOWLEDGED AND ACCEPTED,

as of the date above first written:

CITIBANK, N.A.,

as Administrative Agent

By:	/s/ Maureen Maroney
	Name: Maureen Maroney
	Title: Vice President

SCHEDULE I TO THE
GUARANTY AGREEMENT JOINDER

One Williams Center

P.O. Box 22186

Tulsa, OK 74121-2186

Exhibit 99.1

News

September 25, 2023 Analyst Contact: Megan Patterson

918-561-5325

Media Contact: Brad Borror

918-588-7582

ONEOK Announces Completion of

Magellan Midstream Partners Acquisition

TULSA, Okla. – Sept. 25, 2023 – ONEOK, Inc. (NYSE: OKE) (ONEOK) today announced that it has completed its acquisition of Magellan Midstream Partners, L.P. (Magellan), creating a more diversified North American midstream infrastructure company focused on delivering essential energy products and services to its customers, and continued strong returns to investors.

The transaction was approved by ONEOK shareholders and Magellan unitholders at their respective special meetings held on September 21, 2023.

“This is a significant day for Tulsa and the industry as we bring together the talented ONEOK and Magellan teams and look to the future as one company,” said Pierce H. Norton II, ONEOK president and chief executive officer. “Our expanded products platform will present additional opportunities in ONEOK’s core businesses and further enhance the resiliency of our company. We are committed to ensuring a smooth transition aimed at delivering on the many benefits of this combination for our customers, employees and shareholders.”

Magellan unitholders received $25.00 in cash and 0.667 shares of ONEOK common stock for each outstanding Magellan common unit. Magellan common units will no longer be publicly traded on the New York Stock Exchange (NYSE). Shares of ONEOK common stock will continue to trade on the NYSE.

ABOUT ONEOK:

ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is a leading midstream service provider and owns one of the nation’s premier natural gas liquids (NGL) systems, connecting NGL supply in the Rocky Mountain, Permian and Mid-Continent regions with key market centers and owns an extensive network of gathering, processing, fractionation, transportation and storage assets.

ONEOK is a FORTUNE 500 company and is included in the S&P 500.

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

-more-

ONEOK Announces Completion of Magellan Midstream Partners Acquisition

September 25, 2023

Page 2

ABOUT MAGELLAN MIDSTREAM PARTNERS:

Magellan Midstream Partners, L.P. (NYSE: MMP) is a publicly traded partnership that primarily transports, stores and distributes refined petroleum products and crude oil. Magellan owns the longest refined petroleum products pipeline system in the country, with access to nearly 50% of the nation’s refining capacity, and can store more than 100 million barrels of petroleum products such as gasoline, diesel fuel and crude oil. More information is available at www.magellanlp.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that ONEOK expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “would,” “may,” “plan,” “will,” “guidance,” “look,” “goal,” “future,” “build,” “focus,” “continue,” “strive,” “allow” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the transaction between ONEOK and Magellan (the “transaction”).There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the risk that ONEOK’s and Magellan’s businesses will not be integrated successfully; the risk that cost savings, synergies and growth from the transaction may not be fully realized or may take longer to realize than expected; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the transaction; the risk that changes in ONEOK’s capital structure and governance could have adverse effects on the market value of its securities; the ability of ONEOK and Magellan to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on ONEOK’s and Magellan’s operating results and business generally; the risk the transaction could distract management from ongoing business operations; the risk of pending or future litigation relating to the transaction; the risk that ONEOK may be unable to reduce expenses or access financing or liquidity; the impact of a pandemic, any related economic downturn and any related substantial decline in commodity prices; the risk of changes in governmental regulations or enforcement practices, especially with respect to environmental, health and safety matters; and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond ONEOK’s control, including those detailed in ONEOK’s most recent Annual Report on Form 10-K and in the other filings that it makes with the Securities and Exchange Commission (SEC), which are available on the SEC’s website at www.sec.gov. All forward-looking statements attributable to ONEOK or persons acting on its behalf are expressly qualified in their entirety by these factors. Any such forward-looking statement speaks only as of the date on which such statement is made, and, other than as required under securities laws, ONEOK undertakes no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise.

###

	MAGELLAN MIDSTREAM PARTNERS, L.P.

	By: Magellan GP, LLC, its General Partner

	By:	/s/ Gregory M. Jackson
		Name: Gregory M. Jackson
		Title: Vice President

September 25, 2023	Analyst Contact:	Megan Patterson
		918-561-5325
	Media Contact:	Brad Borror
		918-588-7582