0001193125-07-042960 Sample Contracts

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 1st, 2007 • Oneok Inc /New/ • Natural gas transmisison & distribution

This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is entered into as of January 16, 2007 by and among ONEOK, Inc., an Oklahoma corporation (“ONEOK”) and ONEOK Partners, L.P., a Delaware limited partnership, formerly known as Northern Border Partners, L.P., (“ONEOK Partners”) (each a “Party” and together, the “Parties”). Each capitalized term used herein but not defined shall have the meaning given such term in the Purchase and Sale Agreement (as defined below).

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RESTRICTED UNIT AWARD AGREEMENT
Restricted Unit Award Agreement • March 1st, 2007 • Oneok Inc /New/ • Natural gas transmisison & distribution

This instrument is issued as of the 18th day of January, 2007, by ONEOK, Inc., an Oklahoma corporation, (hereinafter referred to as “Corporation”), to «Officer_Name» (hereinafter referred to as “Grantee”), an employee of the Corporation or a division or subsidiary thereof, pursuant to the terms of the ONEOK, Inc. Equity Compensation Plan, effective February 17, 2005, (hereinafter referred to as the “Plan”).

PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • March 1st, 2007 • Oneok Inc /New/ • Natural gas transmisison & distribution

This instrument is issued as of the 18th day of January, 2007, by ONEOK, Inc., an Oklahoma corporation, (hereinafter referred to as “Corporation”), to «Officer_Name» (hereinafter referred to as “Grantee”), an employee of the Corporation or a division or subsidiary thereof, pursuant to the terms of the ONEOK, Inc. Equity Compensation Plan, effective February 17, 2005, (hereinafter referred to as the “Plan”).

SECOND AMENDMENT TO CONTRIBUTION AGREEMENT
Contribution Agreement • March 1st, 2007 • Oneok Inc /New/ • Natural gas transmisison & distribution

This SECOND AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is entered into as of January 16, 2007 by and among ONEOK, Inc., an Oklahoma corporation (“ONEOK”), ONEOK Partners, L.P., a Delaware limited partnership, formerly known as Northern Border Partners, L.P., (“ONEOK Partners”), and ONEOK Partners Intermediate Limited Partnership (the “ILP”, and together with ONEOK Partners, the “Partnerships”) (each a “Party” and together, the “Parties”). Each capitalized term used herein but not defined shall have the meaning given such term in of the Contribution Agreement (as defined below).

AMENDMENT NO. 1 TO PURCHASE AGREEMENT
Purchase Agreement • March 1st, 2007 • Oneok Inc /New/ • Natural gas transmisison & distribution • New York

AMENDMENT NO. 1, dated as of January 2, 2007, to PURCHASE AGREEMENT, dated as of August 7, 2006 (the “Agreement”), by and between ONEOK, Inc. (the “Issuer”), and UBS AG, London Branch (“UBS”) acting through UBS Securities LLC (“Agent”) as agent.

FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • March 1st, 2007 • Oneok Inc /New/ • Natural gas transmisison & distribution • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) dated effective December 13, 2006, is entered into by and among ONEOK PARTNERS, L.P., formerly known as Northern Border Partners, L.P., a Delaware limited partnership (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”), WACHOVIA BANK, NATIONAL ASSOCIATION, as syndication agent (the “Syndication Agent”) and BANK OF MONTREAL, BARCLAYS BANK PLC, and CITIBANK, N.A., as co-documentation agents (the “Co-Documentation Agents”). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Credit Agreement (as defined below).

FIRST AMENDMENT TO LETTER OF CREDIT REIMBURSEMENT AGREEMENT
Letter of Credit Reimbursement Agreement • March 1st, 2007 • Oneok Inc /New/ • Natural gas transmisison & distribution • New York

This First Amendment (“First Amendment”), dated as of December 19, 2005, to the agreement for an uncommitted line of credit for loans and letters of credit (the “Agreement”) dated as of April 20, 2004 between KBC Bank N.V. (the “Bank”) and Oneok, Inc. (the “Borrower”).

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT by and between KOCH PIPELINE COMPANY, L.P. and ONEOK, INC. for the sale of the Mid-Continent NGL Assets
Asset Purchase Agreement • March 1st, 2007 • Oneok Inc /New/ • Natural gas transmisison & distribution

This Amendment No. 1 to Asset Purchase Agreement (the “Amendment”), dated June 28, 2005, is made by and between Koch Pipeline Company, L.P., a Delaware limited partnership (“Seller”), and ONEOK, Inc., an Oklahoma corporation (“Purchaser” and, together with Seller, the “Parties”). Capitalized terms used herein but not defined shall have the meaning set forth in the Purchase Agreement, as defined below.

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