ONEOK Partners LP (Form: 8-K, Received: 02/17/2012 17:26:50)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

	(Date of report)	February 17, 2012
	(Date of earliest event reported)	February 16, 2012

ONEOK PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-12202	93-1120873
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

100 West Fifth Street; Tulsa, OK

(Address of principal executive offices)

74103

(Zip code)

(918) 588-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

[] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03		Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
		On February 16, 2012, the general partner of ONEOK Partners, L.P. (the “Partnership”) amended the Partnership’s Third Amended and Restated Agreement of Limited Partnership to modify the definition of “Conflicts Committee.” The prior definition excluded from the Conflicts Committee directors of any Affiliate of the General Partner. The revised definition excludes from the Conflicts Committee directors of any Affiliate of the General Partner, other than any member of the Partnership Group. The foregoing is qualified in its entirety by reference to such amendment, a copy of which is filed herewith as Exhibit 3.1 to this Current Report, and is incorporated herein by reference. On February 16, 2012, ONEOK, Inc., in its capacity as the sole member of ONEOK Partners GP, L.L.C. (“ONEOK Partners GP”), the Partnership’s sole general partner, amended certain provisions of Section 4.12 of ONEOK Partners GP’s Third Amended and Restated Limited Liability Company Agreement, which relates to “interested directors.” Among other things, the amendments clarify provisions relating to contracts or transactions involving an interested director and the circumstances in which a director will be deemed to have a financial interest in another company. The foregoing is qualified in its entirety by reference to such amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report, and is incorporated herein by reference.
Item 9.01		Financial Statements and Exhibits
		Exhibits 3.1 Amendment No. 3 to Third Amended and Restated Agreement of Limited Partnership of ONEOK Partners, L.P. 10.1 Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement of ONEOK Partners GP, L.L.C.

SIGNATURE

Pursuant to the requirements of the Exchange Act the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

			ONEOK Partners, L.P. By: ONEOK Partners GP, L.L.C., General Partner

Date:	February 17, 2012	By:	/s/ Robert F. Martinovich
			Robert F. Martinovich Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 3.1

AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

ONEOK PARTNERS, L.P.

This Amendment No. 3 dated February 16, 2012 (this " Amendment "), to the Third Amended and Restated Agreement of Limited Partnership of ONEOK Partners, L.P., a Delaware limited partnership, dated as of September 15, 2006, as amended (the " Partnership Agreement "), is entered into and effectuated by ONEOK Partners GP, L.L.C., a Delaware limited liability company in its capacity as the General Partner, pursuant to authority granted to it in Article XV of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

RECITALS:

WHEREAS, Section 15.1(d)(i) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect;

WHEREAS, the General Partner has determined that it is necessary and appropriate to modify the requirements for eligibility to serve on the Conflicts Committee to clarify that a member of the Board of Directors who also serves as a director of a member of the Partnership Group and who is not otherwise disqualified from service on the Conflicts Committee is eligible to serve on the Conflicts Committee; and

WHEREAS, the General Partner has determined that it is in the best interest of the Partnership and the Limited Partners, and does not adversely affect the Limited Partners in any material respect, to amend the Partnership Agreement to reflect the modifications described above.

NOW, THEREFORE, it is hereby agreed as follows:

AMENDMENT

A. Amendment . The Partnership Agreement is hereby amended as follows:

1) Section 2.1 is hereby amended as follows:

The definition of "Conflicts Committee" shall be deleted in its entirety and replaced with the following:

" Conflicts Committee " means a committee of the Board of Directors of the General Partner composed entirely of two or more members of such Board of Directors who are not (a) security holders, officers or employees of the General Partner, (b) directors of any Affiliate of the General Partner, other than any member of the Partnership Group, or officers or employees

of any Affiliate of the General Partner or (c) holders of any ownership interest in the Partnership Group other than Common Units and who also meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act and the rules and regulations of the Commission thereunder and by the National Securities Exchange on which the Common Units are listed or admitted to trading. In the absence of any designation by the Board of Directors to the contrary, the Audit Committee shall constitute the Conflicts Committee.

B. Agreement in Effect . Except as hereby amended, the Partnership Agreement shall remain in full force and effect.

C. Applicable Law . This Amendment shall be construed and governed by the laws of the State of Delaware.

D. Invalidity of Provisions . If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be effected thereby.

E. Counterparts . This Amendment may be executed in counterparts, all of which together shall constitute an agreement binding on all parties thereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.

IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

GENERAL PARTNER:

ONEOK PARTNERS GP, L.L.C.

By: /s/John W. Gibson

Name: John W. Gibson

Title: Chairman and Chief Executive Officer

Exhibit 10.1

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

ONEOK PARTNERS GP, L.L.C.

This Amendment No. 1, dated as of the date set forth below (this “Amendment”), to the Third Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of ONEOK Partners GP, L.L.C., a Delaware limited liability company (the "Company"), effective as of July 14, 2009, is entered into and effectuated by ONEOK Inc., an Oklahoma corporation in its capacity as the sole member of the Company (the "Member"), pursuant to Section 17.02 of the LLC Agreement. Capitalized terms used but not defined herein are used as defined in the LLC Agreement.

RECITALS:

WHEREAS, Section 4.12 of the LLC Agreement sets forth the requirements for the approval of transactions in which a Director is interested; and

WHEREAS, the Member seeks to clarify the requirements under the LLC Agreement for the approval of transactions involving interested Directors.

NOW, THEREFORE, it is hereby agreed as follows:

AMENDMENT:

A. Amendment . The LLC Agreement is hereby amended as follows:

1.	Section 4.12(a) is hereby amended and restated in its entirety to read as follows:

	"(a) No contract or transaction between the Company and one or more of its Directors or officers, or between the Company and any other corporation, partnership, limited liability company or other organization in which one or more of its Directors or officers are directors (or the equivalent) or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board of Directors or committee thereof that authorizes the contract or transaction, or solely because any such Director's or officer's vote is counted for such purpose if: (i) the material facts as to the Director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee thereof, and the Board of Directors or committee thereof in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; (ii) the material facts as to the Director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the Members entitled to vote thereon pursuant to Section 4.12(c) or otherwise, and the contract

	or transaction is specifically approved in good faith by vote of the Members; or (iii) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the Members. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof that authorizes the contract or transaction."

2.	Section 4.12(b) is hereby deleted in its entirety.

3.	For avoidance of doubt, Section 4.12(c) in unaffected hereby.

4.	Section 4.12(d) is hereby amended and restated in its entirety to read as follows:

	"(d) Notwithstanding anything to the contrary herein, this Section 4.12 shall not be applicable to any contract or transaction between (1) the Company and (2) a Parent Company or a Subsidiary Company, and no Director shall be deemed to have a financial interest in a Parent Company or a Subsidiary Company by reason of the fact that such Director is the beneficial owner of an equity interest in any such Parent Company or Subsidiary Company or is an officer or director (or the equivalent) of any such Parent Company or Subsidiary Company. For the purposes hereof, (i) "Parent Company" shall mean any entity which beneficially owns a majority of the Units and (ii) "Subsidiary Company" shall mean (A) any entity in which the Company beneficially owns more than 50% of the total voting power of the equity interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors (or the equivalent) of such entity and (B) any entity for which the Company, or a Subsidiary Company pursuant to clause (A), is the general partner.

5.	Section 4.12(e) is hereby deleted in its entirety.

B. Agreement in Effect . Except as hereby amended, the LLC Agreement shall remain in full force and effect.

C. Applicable Law . This Amendment shall be construed and interpreted according to the laws of the State of Delaware.

[Remainder of page intentionally blank.]

IN WITNESS OF WHICH, the undersigned has duly executed this Amendment No. 1 to the LLC Agreement as of the 16th day of February, 2012.

ONEOK, Inc., as sole member

By: /s/John W. Gibson

Name: John W. Gibson

Title: Chairman and Chief Executive Officer