CONTRIBUTION AGREEMENT

Contribution Agreement

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NORTHERN BORDER PARTNERS, L.P. | ONEOK, INC. | NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP

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Title: CONTRIBUTION AGREEMENT
Governing Law: Delaware Date: 3/13/2006
Industry: NATGAS Law Firm: Locke Liddell & Sapp LLP

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Contribution Agreement

Exhibit 10.32

CONTRIBUTION AGREEMENT

by and among

ONEOK, INC.

NORTHERN BORDER PARTNERS, L.P.

and

NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP

February 14, 2006

TABLE OF CONTENTS


SECTION 1. CONTRIBUTION		1
1.1	Contribution to Northern Border	1
1.2	Issuance of the Units	2
1.3	The Closing	2
1.4	GP Contribution and Dropdown To NBILP	3
1.5	Working Capital Adjustment	3

SECTION 2. REPRESENTATIONS AND WARRANTIES OF ONEOK		5
2.1	Organization and Authority of ONEOK	5
2.2	Organization, Authority and Qualification of the Entities	6
2.3	Capital of Companies; Beneficial Ownership	6
2.4	Subsidiaries	7
2.5	Financial Statements	7
2.6	Taxes	8
2.7	Absence of Certain Changes	9
2.8	Ordinary Course	10
2.9	Intellectual Property	10
2.10	Contracts	11
2.11	Compliance	12
2.12	Litigation	12
2.13	Insurance	12
2.14	Related Transactions	13
2.15	Employee Benefit Matters	13
2.16	Environmental Matters	14
2.17	Securities Act	14
2.18	Regulatory Matters	15
2.19	Operating Assets	15
2.20	Brokers’ Fees	16
2.21	Books and Records	16
2.22	Indebtedness	16
2.23	Disclaimer	16

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE NBP PARTNERSHIPS		17
3.1	Organization and Authority of the NBP Partnerships	17
3.2	Capitalization	18
3.3	Litigation	19
3.4	Compliance	19
3.5	Employee Matters	19
3.6	Environmental Matters	20
3.7	Absence of Certain Changes	21
3.8	Securities Act	21
3.9	SEC Filings	21
3.10	Brokers’ Fees	22
3.11	Opinion of Financial Adviser	22


3.12	Registration Rights	22
3.13	Disclaimer	22

SECTION 4. COVENANTS OF ONEOK		23
4.1	Conduct of the Entities	23
4.2	Cash Management	25

SECTION 5. COVENANTS OF THE NBP PARTNERSHIPS		25
5.1	Books and Records	25
5.2	Approval of Issuance of Common Units Upon Conversion Units	26

SECTION 6. COVENANTS OF ONEOK AND THE NBP PARTNERSHIPS		26
6.1	Access to Information	26
6.2	Commercially Reasonable Efforts	27
6.3	Regulatory and Other Authorizations; Notices and Consents	27
6.4	Public Announcements	28
6.5	Notices of Certain Events	29
6.6	Entity Guarantees	29
6.7	Intercompany Accounts	29
6.8	Shared Contracts and Drop-Down Contracts	29
6.9	ONEOK Marks	30
6.10	Indebtedness for Borrowed Money	31
6.11	Conversion Transactions	31
6.12	Interim Financial Statements	31
6.13	Cooperation Regarding Audits	31
6.14	Insurance Matters	32

SECTION 7. CONDITIONS TO CLOSING		32
7.1	Conditions to the Obligations of ONEOK	32
7.2	Conditions to the Obligations of the NBP Partnerships	34

SECTION 8. TERMINATION OF AGREEMENT; RIGHTS TO PROCEED		36
8.1	Termination	36
8.2	Effect of Termination	37

SECTION 9. INDEMNIFICATION		37
9.1	Survival of Representations and Warranties, Etc	37
9.2	Indemnification	37
9.3	Threshold; Cap	39
9.4	Exclusive Remedy; Sole Recourse	40
9.5	No Contribution	40
9.6	Setoff	40
9.7	Third Party Claims	40

SECTION 10. TAX MATTERS		41
10.1	Retention of Records	41
10.2	Cooperation	41


10.3	Transfer Taxes	42
10.4	Tax Returns	42
10.5	Allocation of Taxes	43
10.6	Tax Indemnity	45
10.7	Contests	46
10.8	Amended Tax Returns	47
10.9	Miscellaneous	47
10.10	Allocation of Value among the Contributed Entities; Book Ups	47

SECTION 11. MISCELLANEOUS		48
11.1	Fees and Expenses	48
11.2	Governing Law	48
11.3	Notices	48
11.4	Entire Agreement	50
11.5	Assignability; Binding Effect	50
11.6	Captions and Gender	50
11.7	Execution in Counterparts	50
11.8	Amendments	50
11.9	Publicity and Disclosures	50
11.10	Severability	51
11.11	Waiver of Jury Trial	51
11.12	Arbitration	51
11.13	Time of the Essence	51
11.14	Remedies Cumulative; Specific Performance	51
11.15	Further Assurances	52
11.16	Third Party Beneficiaries	52
11.17	Audit Committee Authority	52
11.18	Certain Definitions	52
11.19	Other Defined Terms	60

Exhibit A – Companies/Company Subsidiaries

Exhibit B – Form of Amendment

Exhibit C – ONEOK Guaranty Agreement

Exhibit D – Target Working Capital

Exhibit E – Services Agreement

iii

CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of February 14, 2006 by and among ONEOK, Inc., an Oklahoma corporation (“ONEOK”), Northern Border Partners, L.P., a Delaware limited partnership (“Northern Border”), and Northern Border Intermediate Limited Partnership (“NBILP”, and together with Northern Border, the “NBP Partnerships”) (each a “Party” and together, the “Parties”). Capitalized terms used but not defined shall have the meaning given in Section 11.18.

W I T N E S S E T H

WHEREAS, ONEOK owns all of the issued and outstanding Equity Interests (the “Shares”) of each of the Persons listed on Exhibit A hereto under the heading “Companies” (the “Companies”, and each, individually, a “Company”);

WHEREAS, the Companies and their Subsidiaries, all of which are listed on Exhibit A under the heading “Company Subsidiaries”, own and operate natural gas gathering, processing, fractionating, transportation, storage, pipelines and natural gas liquids assets located in Kansas, Oklahoma and Texas (the “Business”); and

WHEREAS, ONEOK wishes to contribute the Shares to the NBP Partnerships and the NBP Partnerships wish to accept the contribution of the Shares, upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual agreements and covenants herein contained, and intending to be legally bound hereby, the Parties hereto hereby agree as follows:

SECTION 1. CONTRIBUTION

1.1 Contribution to Northern Border. Immediately before Closing, ONEOK shall deliver or cause to be delivered to Northern Plains Natural Gas Company, LLC (“Northern Plains”) and Pan Border Gas Company, LLC (“Pan Border”, and collectively, the “Contributing NBP General Partners”), good and sufficient instruments of transfer transferring the NBP GP Shares and the NBILP GP Shares to the Contributing NBP General Partners. At the Closing, ONEOK and the Contributing NBP General Partners shall deliver or cause to be delivered to Northern Border good and sufficient instruments of transfer transferring the NBP Shares and the NBP GP Shares, respectively, to Northern Border. Such instruments of transfer shall effectively vest in Northern Border good and marketable title to the NBP Shares and the NBP GP Shares free and clear of all Liens other than transfer restrictions imposed by applicable securities laws. The contribution of the NBP GP Shares by the Contributing NBP General Partners will be made in order to comply with the NBP General Partners’ obligations to maintain general partner capital accounts in accordance with Section 4.2 of the Northern Border Partnership Agreement and NBP acknowledges that the contribution of the NBP GP Shares by the Contributing NBP general Partners is sufficient to maintain the aggregate general partner capital accounts in NBP required by Section 4.2 of the Northern Border Partnership Agreement.

1.2 Issuance of the Units. As consideration for the NBP Shares, Northern Border will, at Closing, issue to ONEOK 36,494,126 units representing limited partnership interests in Northern Border with the rights and preferences contained in the form of amendment (the “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Northern Border, dated as of October 1, 1993 (the “Northern Border Partnership Agreement”), attached hereto as Exhibit B (the “Units”), which Units shall be convertible, as set forth in the Amendment, into common units representing limited partnership interests in Northern Border (“Common Units;” and the Common Units into which the Units are convertible, the “Conversion Units”).

1.3 The Closing.

(a) Subject to the provisions of Section 8, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Gable & Gotwals, 100 W. 5^th Street, Tulsa, OK 74103, commencing at 10:00 a.m. local time on the first business day of the calendar month immediately following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the Parties shall take at the Closing itself, including without limitation, conditions in Section 7.1(h) and 7.2(h) herein) or such other date as Northern Border and ONEOK may mutually determine (the “Closing Date”).

(b) At the Closing, ONEOK will deliver the following documents and deliverables to Northern Border:

(i) Good and sufficient instruments of transfer transferring all of the Shares to Northern Border free and clear of all Liens other than transfer restrictions imposed by applicable securities laws;

(ii) An executed copy of a Services Agreement substantially in the form attached hereto as Exhibit E (the “Services Agreement”);

(iii) A certificate certifying that the transactions contemplated hereby are exempt from withholding under Code Section 1445 executed in accordance with the requirements of the Treasury regulations promulgated thereunder;

(iv) Resignations of the officers, directors and managers identified prior to Closing by Northern Border;

(v) An executed copy of a Guaranty substantially in the form attached hereto as Exhibit C (the “ONEOK Guaranty Agreement”);

(vi) An executed copy of a Payment, Performance, Indemnity and Support Agreement substantially in the form attached hereto as Schedule 1.3(b)(vi);

(vii) A written opinion from legal counsel to ONEOK addressed to Northern Border substantially in the form attached hereto as Schedule 1.3(b)(vii); and

(viii) Such other certificates, instruments of conveyance, and documents as may be reasonably requested by Northern Border prior to the Closing Date to carry out the intent and purposes of this Agreement.

(i) Certificates (or appropriate evidence of a book entry transfer to the account designated by ONEOK) representing the Units;

(ii) An executed copy of the Services Agreement;

(iii) An Agreement and Guaranty with respect to each of the equipment leases relating to ONEOK Bushton Processing, Inc., in a form reasonably acceptable to ONEOK and Northern Border, and such other agreements, certificates and assurances necessary in connection with the transfer of ONEOK Bushton Processing, Inc. to Northern Border;

(iv) An executed copy of a Payment, Performance, Indemnity and Support Agreement substantially in the form attached hereto as Schedule 1.3(b)(vi);

(v) A written opinion from legal counsel to Northern Border addressed to ONEOK substantially in the form attached hereto as Schedule 1.3(c)(v); and

(vi) Such other certificates, instruments, and documents as may be reasonably requested by ONEOK prior to the Closing Date to carry out the intent and purposes of this Agreement.

1.4 GP C