Execution
Copy
AMENDMENT NO. 1 TO
SECOND AMENDED AND
RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF
ONEOK PARTNERS
INTERMEDIATE
LIMITED
PARTNERSHIP
TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS
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1
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Section 1.1
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Changes to
Definitions.
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1
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Section 1.2
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Additional
Defined Terms.
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2
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Section 1.3
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Construction.
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2
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ARTICLE II RESTATEMENT OF SPECIFIED
SECTIONS
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3
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Section 2.1
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Additional
Capital Contributions.
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3
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Section 2.2
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Transfer of a
General Partner’s Percentage Interest.
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3
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ARTICLE III
MISCELLANEOUS
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4
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Section 3.1
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Other
Assurances
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4
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Section 3.2
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Successors and
Assigns
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4
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Section 3.3
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Third-Party
Rights
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4
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Section 3.4
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Counterparts
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4
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Section 3.5
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Governing
Law
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4
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Section 3.6
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Severability
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5
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Section 3.7
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Amendment or
Modification
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5
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Section 3.8
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Continuation of
Agreement
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5
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i
AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP OF ONEOK PARTNERS
INTERMEDIATE
LIMITED
PARTNERSHIP
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).
R E C I T A L
S:
WHEREAS, effective as of
May 17, 2006 the limited partnership agreement of the
Partnership was amended and restated in accordance with the terms
of that certain Second Amended and Restated Agreement of Limited
Partnership of ONEOK Partners Intermediate Limited Partnership,
dated as of May 17, 2006 (the “ Existing
Agreement ”); and
WHEREAS, pursuant to the terms of
that certain IP Restructuring Agreement (as defined herein), the
partnership interest of the General Partner has been changed to a
0.01% Partnership Interest and is now held by OILP GP, LLC, a
wholly owned subsidiary of the MLP, and the Partnership has become
a wholly owned subsidiary of the MLP; and
WHEREAS, the General Partner has
determined that it is appropriate to amend the Existing Agreement
for the purposes, among other things, of reflecting the changes
effected pursuant to the IP Restructuring Agreement, including the
reduced percentage interest of the General Partner, and the
resulting increased percentage interest of the MLP as the Limited
Partner of the Partnership (the Existing Agreement as amended by
this Amendment No. 1, the “ Agreement
”);
NOW, THEREFORE, for and in
consideration of the covenants, conditions and agreements contained
herein, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Changes to
Definitions.
The following terms are defined in
the Existing Agreement. From and after the date of this Amendment
No. 1, the definitions of such terms in the Existing Agreement
shall be superseded and replaced in their entirety by the following
definitions of such terms:
“ Certificate of Limited
Partnership ” means the Certificate of Limited
Partnership of the Partnership filed in accordance with
Section 6.2, as amended and in effect on the date hereof, and
as such Certificate of Limited Partnership may be amended,
supplemented or restated from time to time.
“ General Partner
” means OILP GP, LLC and any Person or Persons that are
approved as a successor General Partner pursuant to
Section 12.1 or 12.2 and, in either case, is admitted to the
Partnership as general partner in accordance with the terms of
Section 11.2.
“ General Partner
Percentage Interest ” means 0.01% at any time from and
after the date of the IP Restructuring Agreement.
“ OPGP ” means
ONEOK Partners GP, L.L.C., a Delaware limited liability company and
the general partner of the MLP.
“ Percentage Interest
” means at any time from and after the date of the IP
Restructuring Agreement, as of the date of determination,
(a) as to the General Partner, its General Partner Percentage
Interest, (b) as to a Limited Partner, 99.99% multiplied by a
fraction equal to the portion of the Partnership Interests of all
Limited Partners represented by the Partnership Interests of such
Limited Partner.
Section 1.2 Additional
Defined Terms .
Section 1.1 of the Existing
Agreement shall be amended by adding the following as additional
defined terms of the Agreement.
“ IP Restructuring
Agreement ” means that certain Reorganization Agreement
dated as of September 15, 2006 among the MLP, the Partnership,
OPGP and the General Partner pursuant to which OPGP and the MLP
agreed to restructure their ownership in t
