ONEOK PARTNERS, L.P. Underwriting AgreementUnderwriting Agreement • March 3rd, 2009 • ONEOK Partners LP • Natural gas transmission • New York
ONEOK Partners, L.P., a limited partnership organized under the laws of the state of Delaware (the “Partnership”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $500,000,000 aggregate principal amount of its 8.625% Senior Notes due 2019 (the “Notes”). The Partnership’s obligations under the Notes and the Indenture (as defined herein) will be fully and unconditionally guaranteed (the “Guarantee”), on a senior unsecured basis, by ONEOK Partners Intermediate Limited Partnership, a limited partnership organized under the laws of the state of Delaware (the “Guarantor” and together with the Partnership, the “Issuers”). The Notes and the Guarantee are referred to herein as the “Securities.” The Securities will be issued under an Indenture, dated and effective as of September 25, 2006 (the “Base Indenture”), among the Partnership and Wells Fargo Bank, N.A., as trustee
ONEOK PARTNERS, L.P. Issuer ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP Guarantor and WELLS FARGO BANK, N.A. Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of March 3, 2009 to INDENTURE relating to Senior Debt Securities Dated as of September 25, 2006Fifth Supplemental Indenture • March 3rd, 2009 • ONEOK Partners LP • Natural gas transmission • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of March 3, 2009 (this “Supplemental Indenture”), among ONEOK PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Guarantor”), and WELLS FARGO BANK, N.A., as trustee under the Indenture referred to below (in such capacity, the “Trustee”).
