Exhibit 10.1
COMMITMENT INCREASE AGREEMENT
(Commitment Increase Pursuant to Section 2.16 of Credit Agreement)
This COMMITMENT INCREASE AGREEMENT (this “Agreement”) dated as of October 20, 2023 (“Increase Effective Date”) is entered into by and among ONE GAS, INC., an Oklahoma corporation (“Borrower”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”), Swing Line Lender and L/C Issuer and, the undersigned Lenders (as defined in the Credit Agreement) who are increasing their Commitments (as defined in the Credit Agreement) (collectively, the “Increasing Lenders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).
R E C I T A L S
A. Reference is hereby made to that certain Second Amended and Restated Credit Agreement dated March 16, 2021, among the Borrower, the Administrative Agent and the Lenders, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated March 16, 2022, as further amended by that certain Extension Agreement, dated as of March 16, 2023 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
B. Pursuant to Section 2.16 of the Credit Agreement, Borrower has requested an increase in the Aggregate Commitments from $1,000,000,000 to $1,200,000,000 (such incremental increase, the “Facility Increase”).
C. Each of the undersigned Increasing Lenders has agreed to increase its Commitment as set forth on Schedule 2.01 attached hereto.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Increase in Commitments of Increasing Lenders. Effective as of the Increase Effective Date, each Increasing Lender hereby agrees to increase its Commitment such that its Commitment under the Credit Agreement shall be in the amount set forth opposite such Increasing Lender’s name on Schedule 2.01 attached hereto.
2. Conditions Precedent to Effectiveness. This Agreement shall be effective as of the Increase Effective Date, provided that: (a) Administrative Agent shall have received (i) counterparts of this Agreement, executed by Borrower and each Increasing Lender, (ii) the certificates and resolutions required by Section 2.16(c) of the Credit Agreement, (iii) to the extent required by any Increasing Lender, a Note and (b) Borrower shall have paid all fees and expenses that are required to be paid as of the Increase Effective Date.
3. Affirmation and Ratification of Loan Documents. The Borrower hereby (a) ratifies and affirms each Loan Document to which it is a party (as modified by the Facility Increase), (b) agrees that all of its obligations and covenants under each Loan Document to which it is a party shall remain unimpaired by the execution and delivery of this Agreement and the other documents and instruments executed in connection herewith, and (c) agrees that each Loan Document to which it is a party (as modified by the Facility Increase) shall remain in full force and effect. This Agreement is a Loan Document.
