Oneok Inc /New/ Sample Contracts

Oneok Inc /New/ – 1100 ONEOK Plaza 100 West Fifth Street Tulsa, Oklahoma 74103-4217 Telephone (918) 595-4800 Fax (918) 595-4990 www.gablelaw.com Fifteenth Floor One Leadership Square 211 North Robinson Oklahoma City, Oklahoma 73102-7101 Telephone (405) 235-5500 Fax (405) 235-2875 (August 15th, 2019)
Oneok Inc /New/ – ONEOK, INC. as Issuer; ONEOK PARTNERS, L.P. and ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP as Guarantors; and as Trustee TENTH SUPPLEMENTAL INDENTURE Dated as of August 15, 2019 to INDENTURE relating to Securities Dated as of January 26, 2012 2.75% Notes due 2024 (August 15th, 2019)

TENTH SUPPLEMENTAL INDENTURE, dated as of August 15, 2019 (this “Supplemental Indenture”), among ONEOK, INC., an Oklahoma corporation (the “Company”), ONEOK PARTNERS, L.P., a Delaware limited partnership, and ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (each a “Guarantor” and together, the “Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

Oneok Inc /New/ – ONEOK, INC. as Issuer; ONEOK PARTNERS, L.P. and ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP as Guarantors; and as Trustee ELEVENTH SUPPLEMENTAL INDENTURE Dated as of August 15, 2019 to INDENTURE relating to Securities Dated as of January 26, 2012 3.40% Notes due 2029 (August 15th, 2019)

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of August 15, 2019 (this “Supplemental Indenture”), among ONEOK, INC., an Oklahoma corporation (the “Company”), ONEOK PARTNERS, L.P., a Delaware limited partnership, and ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (each a “Guarantor” and together, the “Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

Oneok Inc /New/ – ONEOK, INC. as Issuer; ONEOK PARTNERS, L.P. and ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP as Guarantors; and as Trustee TWELFTH SUPPLEMENTAL INDENTURE Dated as of August 15, 2019 to INDENTURE relating to Securities Dated as of January 26, 2012 4.45% Notes due 2049 (August 15th, 2019)

TWELFTH SUPPLEMENTAL INDENTURE, dated as of August 15, 2019 (this “Supplemental Indenture”), among ONEOK, INC., an Oklahoma corporation (the “Company”), ONEOK PARTNERS, L.P., a Delaware limited partnership, and ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (each a “Guarantor” and together, the “Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

Oneok Inc /New/ – ONEOK, Inc. Underwriting Agreement (August 15th, 2019)
Oneok Inc /New/ – Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Tel: +1.212.859.8000 Fax: +1.212.859.4000 www.friedfrank.com (August 15th, 2019)
Oneok Inc /New/ – ONEOK Announces 11% Increase in Second-quarter 2019 Net Income July 30, 2019 Page 3 ◦ Mid-Continent NGL fractionation facility expansions totaling approximately 65,000 bpd, with 15,000 bpd expected to be completed in the third quarter 2020 and 50,000 bpd expected to be completed in the first quarter 2021, and additional NGL infrastructure to increase capacity between the Elk Creek and Arbuckle II pipelines. • Declaring in July 2019 a quarterly dividend of 89 cents per share, or $3.56 per share on an annualized basis; • Distributable cash flow (DCF) in excess of dividends paid of $183.2 million (July 30th, 2019)
Oneok Inc /New/ – FIRST AMENDMENT AND EXTENSION AGREEMENT (May 29th, 2019)

This FIRST AMENDMENT AND EXTENSION AGREEMENT (this “Agreement”) dated as of May 24, 2019 is entered into by and among ONEOK, INC., an Oklahoma corporation (“Borrower”), ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (“Intermediate Partnership”), and ONEOK PARTNERS, L.P., a Delaware limited partnership (“Partners,” and together with Intermediate Partnership, the “Guarantors”), the undersigned Lenders (the “Consenting Lenders”), and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).

Oneok Inc /New/ – ONEOK Announces 27% Increase in First-quarter 2019 Net Income April 30, 2019 Page 2 “Our capital-growth program remains on track and on budget, with our largest projects slated for completion beginning early in the third quarter of 2019 through the first quarter of 2020,” said Terry K. Spencer, ONEOK president and chief executive officer. “Over the coming months, we expect to add critical NGL takeaway, fractionation and natural gas processing capacity for our customers where they need it most, providing ONEOK with substantial long- term earnings and cash flow growth. “Continued strong producer (April 30th, 2019)
Oneok Inc /New/ – ONEOK, Inc. (March 13th, 2019)
Oneok Inc /New/ – ONEOK, Inc. Underwriting Agreement (March 13th, 2019)

The Securities will be issued pursuant to an Indenture, dated as of January 26, 2012 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the Eighth Supplemental Indenture thereto, to be dated the Closing Date (as defined herein), by and among the Company, the Guarantors and the Trustee , and the Ninth Supplemental Indenture thereto, to be dated the Closing Date, by and among the Company, the Guarantors and the Trustee (collectively, the “Supplemental Indentures”). The Company previously issued $450,000,000 aggregate principal amount of 5.20% Notes due 2048 (the “Existing 2048 Notes”, and together with the New 2048 Notes, the “2048 Notes”) under the Base Indenture, as amended and supplemented by the Seventh Supplemental Indenture thereto, dated as of July 2, 2018, by and among the Company, the Guarantors and the Trustee (the “Seventh Supplemental Indenture” and, together with the

Oneok Inc /New/ – 1100 ONEOK Plaza 100 West Fifth Street Tulsa, Oklahoma 74103-4217 Telephone (918) 595-4800 Fax (918) 595-4990 www.gablelaw.com Fifteenth Floor One Leadership Square 211 North Robinson Oklahoma City, Oklahoma 73102-7101 Telephone (405) 235-5500 Fax (405) 235-2875 (March 13th, 2019)
Oneok Inc /New/ – ONEOK, INC. as Issuer; ONEOK PARTNERS, L.P. and ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP as Guarantors; and as Trustee NINTH SUPPLEMENTAL INDENTURE Dated as of March 13, 2019 to INDENTURE relating to Securities Dated as of January 26, 2012 5.20% Notes due 2048 (March 13th, 2019)

NINTH SUPPLEMENTAL INDENTURE, dated as of March 13, 2019 (this “Supplemental Indenture”), among ONEOK, INC., an Oklahoma corporation (the “Company”), ONEOK PARTNERS, L.P., a Delaware limited partnership, and ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (each a “Guarantor” and together, the “Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

Oneok Inc /New/ – ONEOK, INC. as Issuer; ONEOK PARTNERS, L.P. and ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP as Guarantors; and as Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of March 13, 2019 to INDENTURE relating to Securities Dated as of January 26, 2012 4.35% Notes due 2029 (March 13th, 2019)

EIGHTH SUPPLEMENTAL INDENTURE, dated as of March 13, 2019 (this “Supplemental Indenture”), among ONEOK, INC., an Oklahoma corporation (the “Company”), ONEOK PARTNERS, L.P., a Delaware limited partnership, and ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (each a “Guarantor” and together, the “Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

Oneok Inc /New/ – determined by dividing the number of full months which have elapsed under the Restricted Period at the time of such event by the number of full months in the Restricted Period. (e) Unless the Committee provides otherwise prior to a Change in Control, in the event of a Change in Control (as defined below), the vesting or forfeiture of the Restricted Units will be subject to the terms and conditions of Section 11 of the Plan. (e) For purposes of the Award and this Agreement, the term “voluntary termination” shall mean that the Grantee had an opportunity to continue employment with the Company, b (February 26th, 2019)
Oneok Inc /New/ – Exhibit D Beneficiary Designation Form I, _________________________________ (“Plan Participant”), state that I am a participant in the ONEOK, Inc. Equity Incentive Plan, the ONEOK, Inc. Long Term Incentive Plan, the ONEOK, Inc. Equity Compensation Plan, or any other stock compensation plan sponsored by ONEOK, Inc. (individually and collectively, the “Plan”), and the holder of one or more Awards granted to me under the Plan. With the understanding that I may change the following beneficiary designations at any time by furnishing written notice thereof to the Committee (provided that such change (February 26th, 2019)
Oneok Inc /New/ – ONEOK Announces 32 Percent Increase in 2018 Operating Income; Announces 2019 Financial Guidance and 2020 Outlook Feb. 25, 2019 Page 2 FOURTH-QUARTER AND FULL-YEAR 2018 FINANCIAL HIGHLIGHTS Three Months Ended Years Ended December 31, December 31, 2018 2017 2018 2017 (Millions of dollars, except per share and coverage ratio amounts) Net income attributable to ONEOK (a) $ 292.9 $ 63.0 $ 1,151.7 $ 387.8 Net income per diluted share (a) $ 0.70 $ 0.16 $ 2.78 $ 1.29 Adjusted EBITDA (b) $ 625.2 $ 547.7 $ 2,447.5 $ 1,986.9 DCF (b) $ 464.7 $ 366.0 $ 1,822.4 $ 1,384.7 Dividend coverage ratio (b) 1.32 1.2 (February 25th, 2019)
Oneok Inc /New/ – Guarantor under this Agreement shall be made to the Administrative Agent at the Administrative Agent’s Office in Dollars. Anything contained herein to the contrary notwithstanding, to the extent that the obligations of any Guarantor hereunder would be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law, the obligations of such Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations (November 21st, 2018)
Oneok Inc /New/ – ONEOK Enters into $1.5 Billion Term Loan Agreement Nov. 19, 2018 Page 2 For the latest news about ONEOK, find us on LinkedIn, Instagram, Facebook and Twitter. Some of the statements contained in this news release are forward-looking statements as defined under federal securities laws. The forward-looking statements relate to the closing, net proceeds, and expected use of proceeds of the offering, our anticipated financial performance (including projected net income, capital expenditures, cash flow and projected levels of dividends), liquidity, management’s plans and objectives for our future g (November 21st, 2018)
Oneok Inc /New/ – AMENDMENT NO. 7 TO ONEOK, INC. 401(K) PLAN (As amended and restated effective January 1, 2014) (November 20th, 2018)
Oneok Inc /New/ – AMENDMENT NO. 4 TO ONEOK, INC. 401(K) PLAN (As amended and restated effective January 1, 2014) (November 20th, 2018)
Oneok Inc /New/ – Amendment to ONEOK, Inc. 401(k) Plan (Conforming and Clarifying Amendments) (November 20th, 2018)
Oneok Inc /New/ – Amendment to ONEOK, Inc. 401(k) Plan (Eligible Automatic Contribution Arrangement) (November 20th, 2018)
Oneok Inc /New/ – AMENDMENT NO. 6 TO ONEOK, INC. 401(K) PLAN (As amended and restated effective January 1, 2014) (November 20th, 2018)
Oneok Inc /New/ – Amendment to ONEOK, Inc. 401(k) Plan (Immediate Eligibility) (November 20th, 2018)
Oneok Inc /New/ – AMENDMENT NO. 5 TO ONEOK, INC. 401(K) PLAN (As amended and restated effective January 1, 2014) (November 20th, 2018)
Oneok Inc /New/ – ONEOK Announces 40 Percent Increase in Third-quarter 2018 Operating Income; Increases 2018 Financial Guidance Oct. 30, 2018 Page 2 THIRD-QUARTER 2018 FINANCIAL PERFORMANCE AND HIGHLIGHTS Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 (Millions of dollars, except per share and dividend coverage ratio amounts) Net income attributable to ONEOK (a) $ 313.3 $ 165.7 $ 858.8 $ 324.8 Net income per diluted share (a) $ 0.75 $ 0.43 $ 2.07 $ 1.20 Adjusted EBITDA (b) $ 650.2 $ 517.2 $ 1,822.4 $ 1,439.1 DCF (b) $ 472.1 $ 364.4 $ 1,357.7 $ 1,018.6 DCF in excess of divid (October 30th, 2018)
Oneok Inc /New/ – ONEOK Announces Additional NGL Fractionation and Pipeline Capacity and Natural Gas Processing Capacity Sept. 25, 2018 Page 2 expected completion in the fourth quarter 2019, increasing the need for the Demicks Lake II plant.” NGL Projects: The new MB-5 fractionator and related infrastructure project, which includes system expansions for future additional fractionation, storage and export capabilities in Mont Belvieu, is expected to cost approximately $750 million. MB-5 is fully contracted and will increase ONEOK’s total NGL fractionation capacity to more than 1 million bpd. The Arbuckle II exte (September 26th, 2018)
Oneok Inc /New/ – date of the previous year’s meeting, notice by a shareholder must be received no later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed to shareholders or public disclosure of such date was made. In no event shall the postponement or adjournment of an annual meeting, or the public disclosure of the postponement or adjournment of an annual meeting, commence a new time period for the giving of a shareholder’s notice as described above. Such shareholder notice shall set forth as to each matter the shareholder (September 20th, 2018)
Oneok Inc /New/ – ONEOK Announces Second Expansion of the West Texas LPG Pipeline System September 10, 2018 Page 2 in Texas and New Mexico. The system provides transportation services to the Mont Belvieu market center from nearly 40 third- party natural gas processing plants located in the Permian Basin. The Permian Basin in southeastern New Mexico and western Texas is the largest crude oil and natural gas producing basin in the U.S. NON-GAAP (GENERALLY ACCEPTED ACCOUNTING PRINCIPLES) FINANCIAL MEASURES: ONEOK has disclosed in this news release forward-looking estimates for adjusted EBITDA expected to be generat (September 11th, 2018)
Oneok Inc /New/ – ONEOK Announces Higher Second-quarter 2018 Financial Results and Updates 2018 Financial Guidance July 31, 2018 Page 2 SECOND-QUARTER 2018 FINANCIAL HIGHLIGHTS Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (Millions of dollars, except per share and dividend coverage ratio amounts) Net income attributable to ONEOK (a) $ 281.0 $ 71.7 $ 545.6 $ 159.1 Net income per diluted share (a) $ 0.68 $ 0.33 $ 1.32 $ 0.74 Adjusted EBITDA (b) $ 601.8 $ 462.3 $ 1,172.2 $ 921.9 DCF (b) $ 453.5 $ 330.1 $ 885.5 $ 654.2 DCF in excess of dividends paid $ 126.5 $ 64.9 $ 242.0 $ 124.0 Divid (July 31st, 2018)
Oneok Inc /New/ – ONEOK, INC. as Issuer; ONEOK PARTNERS, L.P. and ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP as Guarantors; and as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of July 2, 2018 to INDENTURE relating to Securities Dated as of January 26, 2012 5.20% Notes due 2048 (July 2nd, 2018)

SEVENTH SUPPLEMENTAL INDENTURE, dated as of July 2, 2018 (this “Supplemental Indenture”), among ONEOK, INC., an Oklahoma corporation (the “Company”), ONEOK PARTNERS, L.P., a Delaware limited partnership, and ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (each a “Guarantor” and together, the “Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

Oneok Inc /New/ – July 2, 2018 (July 2nd, 2018)
Oneok Inc /New/ – 1100 ONEOK Plaza 100 West Fifth Street Tulsa, Oklahoma 74103-4217 Telephone (918) 595-4800 Fax (918) 595-4990 www.gablelaw.com Fifteenth Floor One Leadership Square 211 North Robinson Oklahoma City, Oklahoma 73102-7101 Telephone (405) 235-5500 Fax (405) 235-2875 July 2, 2018 (July 2nd, 2018)
Oneok Inc /New/ – ONEOK, INC. as Issuer; ONEOK PARTNERS, L.P. and ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP as Guarantors; and as Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of July 2, 2018 to INDENTURE relating to Securities Dated as of January 26, 2012 4.55% Notes due 2028 (July 2nd, 2018)

SIXTH SUPPLEMENTAL INDENTURE, dated as of July 2, 2018 (this “Supplemental Indenture”), among ONEOK, INC., an Oklahoma corporation (the “Company”), ONEOK PARTNERS, L.P., a Delaware limited partnership, and ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (each a “Guarantor” and together, the “Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).