0001193125-06-192714 Sample Contracts

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ONEOK PARTNERS, L.P.
ONEOK Partners LP • September 19th, 2006 • Natural gas transmission • Delaware

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ONEOK PARTNERS, L.P., dated as of September 15, 2006, is entered into by and among ONEOK Partners GP, L.L.C., a Delaware limited liability company and f/k/a Northern Plains Natural Gas Company, LLC (“OPGP”) in its capacity as the General Partner, and all of the Persons now or heretofore admitted as a Partner in the Partnership or parties hereto as provided herein. Capitalized terms used but not defined herein have the meanings assigned to such terms in Article II.

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REORGANIZATION AGREEMENT
Reorganization Agreement • September 19th, 2006 • ONEOK Partners LP • Natural gas transmission • Delaware

THIS REORGANIZATION AGREEMENT, dated as of September 15, 2006, is entered into by and among ONEOK Partners, L.P., a Delaware limited partnership (the “MLP”), ONEOK Partners Intermediate Limited Partnership, a Delaware limited partnership (“ILP”), ONEOK Partners GP, L.L.C., a Delaware limited liability company (“ONEOK GP”), and ONEOK ILP GP, L.L.C., a Delaware limited liability company (“GP”).

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP
ONEOK Partners LP • September 19th, 2006 • Natural gas transmission • Delaware

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, dated as of September 15, 2006 (“Amendment No. 1”), is entered into by and among ONEOK ILP GP, L.L.C., a Delaware limited liability company (“OILP GP, LLC”) in its capacity as the General Partner, and all of the Persons now or heretofore admitted as a Partner in the Partnership or parties hereto as provided herein. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Existing Agreement (defined below).

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