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) September 13, 2012

(Date of earliest event reported) September 10, 2012

 

 

ONEOK PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-12202   93-1120873

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

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 communications 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 1.01 Entry into a Material Definitive Agreement

Underwriting Agreement

On September 10, 2012, ONEOK Partners, L.P., a Delaware limited partnership (the “Partnership”), and ONEOK Partners Intermediate Limited Partnership, a Delaware limited partnership and a wholly-owned subsidiary of the Partnership (the “Guarantor”), entered into an underwriting agreement (the “Underwriting Agreement”) with RBS Securities Inc., Mitsubishi UFJ Securities (USA), Inc., and U.S. Bancorp Investments, Inc., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), with respect to the issuance and sale by the Partnership of (i) $400 million aggregate principal amount of the Partnership’s 2.000% senior notes due 2017 (the “2017 Notes”) and (ii) $900 million aggregate principal amount of the Partnership’s 3.375% senior notes due 2022 (the “2022 Notes” and collectively with the 2017 Notes, the “Notes”).

The Underwriting Agreement contains customary representations, warranties and agreements by the Partnership and the Guarantor, and customary conditions to closing, indemnification obligations of both the Partnership and the Guarantor, on the one hand, and the Underwriters, on the other hand, including for liabilities under the Securities Act of 1933, as amended (the “Act”), obligations of the parties and termination provisions. The Partnership also agreed not to offer or sell certain debt securities until October 10, 2012 without the prior written consent of the Representatives. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

The Partnership registered the sale of the Notes with the Securities and Exchange Commission (the “Commission”) pursuant to a Registration Statement on Form S-3 (Registration No. 333-183287) filed on August 13, 2012 (the “Registration Statement”).

On September 13, 2012, the Partnership completed the underwritten public offering (the “Offering”) of the Notes. The Partnership intends to use the net proceeds from the Offering of approximately $1.29 billion, after deducting underwriting discounts and offering expenses, to repay amounts outstanding under its $1.2 billion commercial paper program, and for general partnership purposes, including but not limited to capital expenditures.

Indenture, Supplemental Indenture and Notes

The terms of the Notes are governed by the Indenture, dated as of September 25, 2006 (the “Indenture”), between the Partnership and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as supplemented by the Eighth Supplemental Indenture with respect to the 2017 Notes (the “Eighth Supplemental Indenture”) and the Ninth Supplemental Indenture with respect to the 2022 Notes (the “Ninth Supplemental Indenture”), each of which is dated September 13, 2012.

The Indenture was filed as Exhibit 4.1 to a Form 8-K filed with the Securities and Exchange Commission on September 26, 2006 and is incorporated herein by reference. The Eighth Supplemental Indenture and the Ninth Supplemental Indenture are each filed herewith as Exhibits 4.2 and 4.3, respectively, and are each incorporated herein by reference. The form of the 2017 Notes and the 2022 Notes are each filed herewith as Exhibits 4.4 and 4.5, respectively, and are each incorporated herein by reference. In addition, the legal opinion related to the 2017 Notes, the 2022 Notes and the Guarantees related thereto is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

 

1


Affiliations

The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Underwriters and their respective affiliates have provided in the past and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for the Partnership for which they will receive customary fees. Affiliates of the Representatives and certain of the other Underwriters are lenders under the Partnership’s $1.2 billion revolving credit agreement. Certain of the Underwriters and their respective affiliates may from time to time act as dealers under the Partnership’s $1.2 billion commercial paper program. As is described above, some of the net proceeds of this offering may be used to pay down borrowings under the Partnership’s $1.2 billion commercial paper program.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included under “Indenture, Supplemental Indenture and Notes” in Item 1.01 above is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure

The Partnership issued a news release on September 10, 2012, attached hereto as Exhibit 99.1, announcing the pricing of the Notes. This information is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any registration statement under the Act.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit Number

 

Description

1.1   Underwriting Agreement dated September 10, 2012, among ONEOK Partners, L.P. and ONEOK Partners Intermediate Limited Partnership and RBS Securities Inc., Mitsubishi UFJ Securities (USA), Inc., and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein.
4.1   Indenture, dated as of September 25, 2006, among ONEOK Partners, L.P. and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by ONEOK Partners, L.P. on September 26, 2006).
4.2   Eighth Supplemental Indenture, dated September 13, 2012, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 2.000% Senior Notes due 2017 (the “2017 Notes”).
4.3   Ninth Supplemental Indenture, dated September 13, 2012, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 3.375% Senior Notes due 2022 (together with the 2017 Notes, the “Notes”).
4.4   Form of Senior Note due 2017 (included in Exhibit 4.2 above).
4.5   Form of Senior Note due 2022 (included in Exhibit 4.3 above).
5.1   Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP regarding the Notes’ validity.
23.1   Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (contained in Exhibit 5.1 hereto).
99.1   News release of ONEOK Partners, L.P. announcing the pricing of its public offering of the Notes.

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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., its General Partner

Date: September 13, 2012

    By:   /s/ Robert F. Martinovich
     

 

      Executive Vice President,
      Chief Financial Officer and
      Treasurer

 

3


EXHIBIT INDEX

 

Exhibit Number

 

Description

1.1   Underwriting Agreement dated September 10, 2012, among ONEOK Partners, L.P. and ONEOK Partners Intermediate Limited Partnership and RBS Securities Inc., Mitsubishi UFJ Securities (USA), Inc., and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein.
4.1   Indenture, dated as of September 25, 2006, among ONEOK Partners, L.P. and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by ONEOK Partners, L.P. on September 26, 2006).
4.2   Eighth Supplemental Indenture, dated September 13, 2012, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 2.000% Senior Notes due 2017 (the “2017 Notes”).
4.3   Ninth Supplemental Indenture, dated September 13, 2012, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 3.375% Senior Notes due 2022 (together with the 2017 Notes, the “Notes”).
4.4   Form of Senior Note due 2017 (included in Exhibit 4.2 above).
4.5   Form of Senior Note due 2022 (included in Exhibit 4.3 above).
5.1   Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP regarding the Notes’ validity.
23.1   Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (contained in Exhibit 5.1 hereto).
99.1   News release of ONEOK Partners, L.P. announcing the pricing of its public offering of the Notes.

 

4

Exhibit 1.1

EXECUTION VERSION

ONEOK PARTNERS, L.P.

Underwriting Agreement

September 10, 2012

RBS Securities Inc.

Mitsubishi UFJ Securities (USA), Inc.

U.S. Bancorp Investments, Inc.

As Representatives of the Underwriters named in Schedule II hereto

c/o RBS Securities Inc.

        600 Washington Boulevard

        Stamford, CT 06901

Ladies and Gentlemen:

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, $400,000,000 aggregate principal amount of its 2.000% senior notes due 2017 and $900,000,000 aggregate principal amount of its 3.375% senior notes due 2022 (collectively, 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 (the “Trustee”), as amended and supplemented by the Eighth Supplemental Indenture thereto to be dated the Closing Date (as defined herein), by and among the Partnership, the Guarantor and the Trustee and the Ninth Supplemental Indenture thereto to be dated the Closing Date, by and among the Partnership, the Guarantor and the Trustee (collectively, the “Supplemental Indentures”). The Base Indenture as amended and supplemented by the Supplemental Indentures is referred to herein as the “Indenture”. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such incorporated documents; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the initial effective date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 21 hereof.


This is to confirm the agreement (this “Agreement”) concerning the purchase of the Securities from the Issuers by the Underwriters.

1. Representations and Warranties . The Issuers represent and warrant to, and agree with, each Underwriter as set forth below in this Section 1.

(a) The Partnership meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) (the file number of which is set forth in Schedule I hereto), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Applicable Time, became effective upon filing. The Partnership filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more Preliminary Prospectuses relating to the Securities, each of which has previously been furnished to you. The Partnership will next file with the Commission one of the following: (1) a Final Prospectus in accordance with Rules 430B and 424(b) or (2) a Final Prospectus in accordance with Rules 415 and 424(b). The Partnership has included in such Registration Statement, as amended at the Effective Time, all information (other than information permitted to be excluded therefrom pursuant to Rule 430B (“Rule 430B Information”)) required by the Act and the rules thereunder to be included in such Registration Statement. As filed, the Final Prospectus shall contain all applicable Rule 430B Information, together with all other such information required by the Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Applicable Time or, to the extent not completed at the Applicable Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Partnership has advised you, prior to the Applicable Time, will be included or made therein. The Registration Statement, at the Applicable Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Time of the Registration Statement was not earlier than the date three years before the Applicable Time.

(b) The Registration Statement complied when it became effective, complies as of the date hereof and, as amended or supplemented, at the Closing Date and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Securities, will comply, in all material respects, with the requirements of the Act; and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; as of the Effective Time and at the Applicable Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; as of the Effective Time and on the Closing Date, the Indenture did or will comply in all material respects with the

 

2


applicable requirements of the Trust Indenture Act and the rules thereunder; and on the date of any filing with the Commission pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however , that the Issuers make no representations or warranties as to (i) the exhibit to the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriters consists of the information described as such in Section 8(b) hereof.

(c) The Disclosure Package did not, as of the Applicable Time, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to information contained in or omitted from the Disclosure Package (or any amendments or supplement thereto), in reliance upon and in conformity with information furnished in writing to the Partnership by any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

(d) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Issuers or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (iv) at the Applicable Time (with such date being used as the determination date for purposes of this clause (iv)), the Partnership was or is (as the case may be) a Well-Known Seasoned Issuer. The Partnership agrees to pay the fees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) and otherwise in accordance with Rules 456(b) and 457(r).

(e) Prior to the execution of this Agreement, the Partnership has not, directly or indirectly, offered or sold any Securities by means of any “prospectus” (within the meaning of the Act) or used any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Securities, in each case other than the Preliminary Prospectuses and the Issuer Free Writing Prospectuses identified in Schedule III hereto.

(f) (i) At the earliest time after the filing of the Registration Statement that the Issuers or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) as of the Applicable Time (with such date being used as the determination date for purposes of this clause (ii)), the Partnership was not and is not an “ineligible issuer” (as defined in Rule 405).

 

3


(g) Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 5(b) hereof does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

(h) The Partnership has been duly formed and is validly existing under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and each of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) (collectively, the “Subsidiaries” and each a Subsidiary) has been duly formed, is validly existing as a corporation, limited liability company or limited partnership, as the case may be, and is in good standing under the laws of the jurisdiction in which it is formed. The Partnership has all the requisite partnership power and authority and each of its Subsidiaries has full corporate, limited liability company or partnership power, as the case may be, and authority to own or lease, as the case may be, and to operate its properties and conduct its business in all material respects as described in the Disclosure Package and the Final Prospectus, and is duly qualified or registered to do business as a foreign entity and is in good standing under the laws of each jurisdiction which requires such qualification or registration, except where the failure to be so qualified or registered or in good standing would not reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), earnings, cash flow, business affairs or business prospects of the Partnership and its subsidiaries, considered as one enterprise (a “Material Adverse Effect”), or (ii) subject the limited partners of the Partnership to any material liability or disability.

(i) All the outstanding equity interests of each Subsidiary have been duly and validly authorized and issued in accordance with such Subsidiary’s governing documents and are fully paid (in the case of any Subsidiary that is a limited liability company, to the extent required by such Subsidiary’s limited liability company agreement, and in the case of any Subsidiary that is a limited partnership, to the extent required by such Subsidiary’s agreement of limited partnership) and nonassessable (in the case of any Subsidiary that is a limited liability company, except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Revised Limited Liability Company Act or by Sections 2030, 2031 and 2040 of the Oklahoma Limited Liability Company Act, and in the case of any Subsidiary that is a limited partnership, except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA and matters included in such Subsidiary’s agreement of limited partnership), and all outstanding equity interests of the Subsidiaries are owned by the Partnership either directly or through wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, encumbrances or liens (“Liens”), except for any such Liens on the outstanding equity interests of the Subsidiaries that are described in the Disclosure Package and the Final Prospectus.

 

4


(j) As of the date of this Agreement, the Partnership has an authorized and outstanding capitalization as set forth in the sections of the Registration Statement, the Preliminary Prospectus and the Final Prospectus entitled “Capitalization” (and any similar sections or information, if any, contained in any Permitted Free Writing Prospectus (as defined below)), and, as of the Closing Date, the Partnership shall have an authorized and outstanding capitalization as set forth in the sections of the Registration Statement, the Preliminary Prospectuses and the Final Prospectus entitled “Capitalization” (and any similar sections or information, if any, contained in any Permitted Free Writing Prospectus), except for such adjustments as are necessary to reflect the sale of the Securities.

(k) There is no contract or other document of a character required to be described in the Registration Statement or Base Prospectus, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required (and the Preliminary Prospectus contains in all material respects the same description of the foregoing matters as will be contained in the Base Prospectus, including the information incorporated by reference therein up to and through the date of this Agreement).

(l) This Agreement has been duly authorized, executed and delivered by or on behalf of each of the Issuers.

(m) The Partnership is the sole limited partner of the Guarantor with a 99.99% limited partner interest in the Guarantor (subject to the provisions of the Intermediate Partnership Agreement), and ONEOK ILP GP, L.L.C., a limited liability company organized under the laws of the state of Delaware and wholly owned subsidiary of the Partnership (the “ILP GP”), is the sole general partner of the Guarantor with a 0.01% general partner interest in the Guarantor; such partner interests are duly authorized by the Intermediate Partnership Agreement, and the limited partner interest is duly issued, fully paid (to the extent required under the Intermediate Partnership Agreement) and non-assessable (except as described in the Intermediate Partnership Agreement and except as set forth in Sections 17-303, 17-607 and 17-804 of the DRULPA); as of the Closing Date, the Partnership will own, directly or indirectly, such limited partner interest in the Guarantor and the member interests in the ILP GP free and clear of any Liens, except for any such Liens on such interests that are described in the Disclosure Package and the Final Prospectus.

(n) As of September 10, 2012, the limited partners of the Partnership held limited partner interests in the Partnership aggregating a 98.0% Partnership Interest (as defined in the Partnership Agreement)) (subject to the provisions of the Partnership Agreement), such limited partner interests being represented by a total of 146,827,354 outstanding Common Units and 72,988,252 outstanding Class B Units (collectively, the “Limited Partner Units”); as of the Closing Date, the Limited Partner Units and the limited partner interests represented thereby were authorized by the Partnership Agreement and are validly issued, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as described in the Partnership Agreement and except as set forth in Sections 17-303, 17-607 and 17-804 of the DRULPA).

 

5


(o) The Notes have been duly authorized for issuance and sale to the Underwriters and, when issued, executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will have been duly executed and delivered by or on behalf of the Partnership and will constitute valid and binding obligations of the Partnership, enforceable in accordance with their terms and the terms of the Indenture and will be entitled to the benefits provided by the Indenture; provided that the enforceability thereof may be limited by bankruptcy, reorganization, insolvency, fraudulent transfer or conveyance, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally from time to time in effect and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exceptions”); and the statements in “Description of the notes” in the Preliminary Prospectus used most recently prior to the Applicable Time and the Final Prospectus and “Description of the Debt Securities” in the Base Prospectus, insofar as they purport to constitute a summary of the terms of the Securities and the Indenture, when such Securities are issued, executed, authenticated and delivered against payment therefore as provided herein and in the Indenture, fairly summarize the matters described therein in all material respects.

(p) The Base Indenture has been duly authorized, executed and delivered by or on behalf of the Partnership, and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided that the enforceability of the Base Indenture may be limited by the Enforceability Exceptions. The Base Indenture has been qualified under the Trust Indenture Act. The Supplemental Indentures have been duly authorized by or on behalf of the Issuers, and, when validly executed and delivered by or on behalf of the Issuers, and assuming due authorization, execution and delivery thereof by the Trustee, will constitute valid and binding agreements of each of the Issuers, enforceable against each of the Issuers in accordance with their terms; provided that the enforceability of the Supplemental Indentures may be limited by the Enforceability Exceptions.

(q) The Guarantee has been duly authorized by or on behalf of the Guarantor and, when the Supplemental Indentures are validly executed and delivered by or on behalf of the Issuers and the Notes are duly executed by or on behalf of the Partnership and authenticated by the Trustee in accordance with the Indenture and delivered to and paid for by the Underwriters, and assuming due authorization, execution and delivery of the Indenture by the Trustee, will constitute a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms and entitled to the benefits provided by the Indenture; provided that the enforceability of the Guarantee may be limited by the Enforceability Exceptions.

(r) Neither the Partnership nor the Guarantor is and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure Package and the Final Prospectus, neither will be an “investment company” as defined in the Investment Company Act of 1940, as amended.

(s) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein except (i) such as have been obtained under the Act and the Trust Indenture Act, and (ii) such as may be required under the blue sky laws of any jurisdiction or the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) in connection with the purchase and distribution by the Underwriters of the Securities in the manner contemplated herein and in the Disclosure Package and the Final Prospectus or (iii) such that the failure to obtain would not reasonably be expected to result in a Material Adverse Effect.

 

6


(t) Neither the issuance and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Partnership or any of its Subsidiaries pursuant to (i) the provisions of the Partnership Agreement or other governing documents of the Partnership or any of the governing documents of any of its Subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Partnership or any of its Subsidiaries is a party or bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Partnership or any of its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Partnership or any of its Subsidiaries or any of its or their properties, which conflicts, breaches, violations or defaults, in the case of clauses (ii) or (iii), would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(u) Except for the Underwriters (who shall act as underwriters with respect to the Securities pursuant to this Agreement), no person has the right to act as an underwriter or as a financial advisor to the Partnership in connection with the offer and sale of the Securities.

(v) No holders of debt securities of the Partnership have rights to the registration of such securities under the Disclosure Package, the Final Prospectus and the Registration Statement.

(w) The historical consolidated financial statements and schedules of the Partnership and its consolidated subsidiaries included or incorporated by reference in the Disclosure Package, the Final Prospectus and the Registration Statement present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Partnership as of the dates and for the periods indicated, comply as to form in all material respects with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement, the Final Prospectus and the Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(x) Other than as set forth in the Disclosure Package, the Final Prospectus and the Registration Statement, no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Partnership or any of its Subsidiaries or its or their property is pending or, to the Partnership’s knowledge, threatened that (i) would reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) would reasonably be expected to have a Material Adverse Effect.

 

7


(y) Each of the Partnership and each of its Subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted except where the failure to do so does not materially interfere with the ownership, operation or benefits of operation of such businesses or materially increase the cost of operation or ownership of such businesses, provided that (a) with respect to the transmission and gathering pipelines of the Partnership and the Subsidiaries that own such pipelines and right-of-way interests related thereto (the “Pipeline Properties”), the foregoing shall only constitute a representation that, such Subsidiaries have sufficient title to enable them to use such Pipeline Properties in their businesses as they have been used in the past and as are proposed to be used in the future and will not materially increase the cost of such use, and (b) with respect to any real property, buildings and equipment held under lease by the Subsidiaries, such real property, buildings and equipment are held by the Subsidiaries under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such real property, buildings and equipment for such Subsidiary.

(z) Neither the Partnership nor any Subsidiary is in violation or default of (i) any provisions of the Partnership Agreement or other governing documents of the Partnership or the governing documents of such Subsidiary, as the case may be, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Partnership or such Subsidiary or any of its properties, as applicable, except in the case of clauses (ii) and (iii) as would not reasonably be expected to have a Material Adverse Effect or as could not materially impair the ability of the Issuers to perform their respective obligations under this Agreement or the Indenture.

(aa) PricewaterhouseCoopers LLP, who has performed certain procedures with respect to certain financial statements of the Partnership and its consolidated subsidiaries included, or incorporated by reference, in the Disclosure Package and the Final Prospectus, is an independent registered public accounting firm with respect to the Partnership as required by the Act and the Public Company Accounting Oversight Board (United States) and its applicable published rules and regulations.

(bb) There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid by the Issuers in connection with the execution and delivery of this Agreement or the issuance and sale by the Issuers of the Securities.

(cc) The Partnership has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for (i) those failures to file or pay that would not reasonably be expected to have a Material Adverse Effect, (ii) any such tax payment, assessment, fine or penalty that is currently being contested in good faith, or (iii) those failures to file or pay set forth in or contemplated in the Disclosure Package and the Final Prospectus.

 

8


(dd) No labor problem or dispute with the employees of the Partnership or any of its Subsidiaries exists or, to the Partnership’s knowledge, is threatened or imminent, that would reasonably be expected to have a Material Adverse Effect.

(ee) The Partnership and the Subsidiaries are insured by insurers that the Partnership has no reason to believe are not of recognized financial responsibility against such losses and risks and in such amounts as the Partnership believes are prudent and customary in the businesses in which they are engaged.

(ff) No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends or distributions to the Partnership, from repaying to the Partnership any loans or advances to such Subsidiary from the Partnership or from transferring any of such Subsidiary’s property or assets to the Partnership or any other Subsidiary of the Partnership, except (i) as set forth in Section 7.10 of the Partnership’s $1.2 billion amended and restated revolving credit agreement dated as of August 1, 2011, as modified by that certain Extension Agreement dated August 1, 2012 (collectively, the “Credit Agreement”), (ii) such limitations on transfer of equity interests in and assets of entities that are not wholly owned by the Partnership or any of its subsidiaries and (iii) such prohibitions mandated by the laws of each such Subsidiary’s state of formation and the terms of any such Subsidiaries’ governing instruments.

(gg) The Partnership and its Subsidiaries possess all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except for such licenses, certificates, permits and other authorizations that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Partnership nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus.

(hh) The Partnership and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in XBRL included or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package has been prepared in accordance with the Commission’s applicable rules and guidelines. Since the date of the most recent audited balance sheet of the Partnership and its consolidated subsidiaries audited by PricewaterhouseCoopers LLP and reviewed by the board of directors of the general partner of the Partnership, (i) the Partnership has not been advised of (A) any significant deficiencies in the design or operations of internal control over financial reporting that could adversely affect the ability of the Partnership and each of its subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal control over

 

9


financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Partnership and each of its subsidiaries, and (ii) there have been no changes in internal control over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses, that has materially affected, or is reasonably likely to affect, the Partnership’s internal control over financial reporting.

(ii) The Partnership and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act).

(jj) Neither the Issuers nor the Subsidiaries have taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Securities.

(kk) The Partnership and its Subsidiaries (i) are in compliance with any and all applicable federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability under any Environmental Law, except where such non-compliance with Environmental Laws, failure to receive or comply with required permits, licenses or other approvals, or liability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and except as set forth in or contemplated in the Disclosure Package and the Final Prospectus. Neither the Partnership nor any of the Subsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, except (y) with respect to any matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (z) as set forth in or contemplated in the Disclosure Package and the Final Prospectus.

(ll) In the ordinary course of its business, the Partnership periodically reviews the effect of Environmental Laws on the business, operations and properties of the Partnership and the Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(mm) The Partnership is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 thereof related to loans to officers and directors and Sections 302 and 906 related to certifications.

 

10


(nn) Neither the Partnership nor any of its Subsidiaries nor, to the Partnership’s knowledge, any director, officer, agent, or employee of the Partnership or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, and the Partnership and its Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(oo) The operations of the Partnership and its Subsidiaries are and have been conducted in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the money laundering statutes of all applicable jurisdictions (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Partnership or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Partnership’s knowledge, threatened.

(pp) Neither the Partnership nor any of its Subsidiaries nor, to the Partnership’s knowledge, any director, officer, agent, or employee of the Partnership or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Partnership will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(qq) Except as disclosed in the Disclosure Package and the Final Prospectus, the Partnership (i) does not have any material lending or other relationship with any bank or lending affiliate of an Underwriter and (ii) does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of an Underwriter.

(rr) None of the following events has occurred or exists: (i) a failure to fulfill the obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the regulations and published interpretations thereunder with respect to a Plan, determined without regard to any waiver of such obligations or extension of any amortization period, that would reasonably be expected to have a Material Adverse Effect; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or compensation of employees by any of the Partnership or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect; (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees by the Partnership or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect. None of the following events has occurred or is reasonably likely to occur: (i) a material increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Partnership and its Subsidiaries compared to the amount of such contributions made in the most recently completed fiscal year of the Partnership and its Subsidiaries; (ii) a

 

11


material increase in the “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715) of the Partnership and its Subsidiaries compared to the amount of such obligations in the most recently completed fiscal year of the Partnership and its Subsidiaries; (iii) any event or condition giving rise to a liability under Title IV of ERISA that would reasonably be expected to have a Material Adverse Effect; or (iv) the filing of a claim by one or more employees or former employees of the Partnership or any of its Subsidiaries related to their employment that would reasonably be expected to have a Material Adverse Effect. For purposes of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which the Partnership or any of its Subsidiaries may have any liability.

(ss) The Subsidiaries listed on Annex A attached hereto are the only “significant subsidiaries” of the Partnership (as defined by Rule 1-02 of Regulation S-X).

(tt) Subsequent to the respective dates as of which information is given in the Registration Statement (as such information may have been superseded by a subsequent filing with the Commission), the Preliminary Prospectus, the Final Prospectus and the Issuer Free Writing Prospectuses, if any, in each case excluding any amendments or supplements to the foregoing made after the execution of this Agreement, there has not been (i) any material adverse change, or any development involving a prospective material adverse change, in the business, properties, management, financial condition or results of operations of the Partnership and the Subsidiaries, taken as a whole, except for the sale of the Securities and the application of the net proceeds thereof, (ii) any transaction which is material to the Partnership and the Subsidiaries, taken as a whole, except for the sale of the Securities and the application of the net proceeds thereof, (iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Partnership or any Subsidiary, which is material to the Partnership and the Subsidiaries, taken as a whole, except for the sale of the Securities and the application of the net proceeds thereof and issuances of commercial paper notes and any drawdowns under the Credit Agreement, or (iv) any change in the capitalization or outstanding indebtedness of the Partnership or any Subsidiaries, except for the sale of the Securities and the application of the net proceeds thereof and issuances of commercial paper notes and any drawdowns under the Credit Agreement.

(uu) The Partnership and its Subsidiaries own, possess, license or have other rights to use, on reasonable terms, all material patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of the Partnership’s business as now conducted or as proposed in the Final Prospectus to be conducted, except for failures of ownership or use that would not reasonably be expected to have a Material Adverse Effect. Additionally, (a) to the Partnership’s knowledge, there are no rights of third parties to any such Intellectual Property; (b) to the Partnership’s knowledge, there is no infringement by third parties of any such Intellectual Property; (c) there is no pending or, to the Partnership’s knowledge, threatened action, suit, proceeding or claim by others challenging the Partnership’s rights in or to any such Intellectual Property; and (d) to the Partnership’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Partnership infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, in the case of each of clauses (a), (b), (c) and (d) which would be reasonably expected to have a Material Adverse Effect.

 

12


Any certificate signed by or on behalf of the Partnership and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities and pursuant to the terms of this Agreement shall be deemed a representation and warranty by the Partnership, as to matters covered thereby, to each Underwriter.

2. Purchase and Sale . Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuers agree to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Issuers, at the purchase price set forth in Schedule I hereto the principal amount of the Securities of each series set forth opposite such Underwriter’s name in Schedule II hereto.

3. Delivery and Payment . Delivery of and payment for the Securities shall be made on the date and at the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Partnership or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Partnership by wire transfer payable in same-day funds to an account specified by the Partnership. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

4. Offering by Underwriters . The several Underwriters propose to offer the Securities for sale to the public as set forth in the Final Prospectus.

5. Agreements . The Issuers agree with the several Underwriters that:

(a) Prior to the termination of the offering of the Securities, the Partnership will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Partnership has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object, unless, (i) in the judgment of counsel to the Partnership, such filing is required by applicable law or (ii) is advisable in furtherance of a Commission request. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430B, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Partnership will cause the Final Prospectus, properly completed, and any supplement thereto to be filed, in a form approved by the Representatives, with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant

 

13


to Rule 424(b), (ii) when, prior to termination of the offering of each series of Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement or for any supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Partnership will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to promptly use its reasonable best efforts to obtain the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

(b) The Partnership will prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, in a form approved by the Representatives and substantially as attached as Schedule IV hereto and to file such term sheet pursuant to Rule 433(d) within the time required by such Rule.

(c) If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made, not misleading, the Partnership will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.

(d) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Partnership promptly will (i) notify the Representatives of any such event, (ii) prepare and file with the Commission, subject to the second sentence of Section 5(a), an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use its reasonable best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (iv) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.

 

14


(e) As soon as practicable, the Partnership will make generally available, via the Commission’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) System, to its security holders and to the Representatives an earnings statement or statements of the Partnership and its subsidiaries (which need not be audited) which will satisfy the provisions of Section 11(a) of the Act, including, at the option of the Partnership, Rule 158, which may be satisfied through the filing with the Commission of reports required under the Exchange Act.

(f) The Partnership will furnish or otherwise make available upon request to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request. The Partnership will pay the expenses of printing or other production of all documents relating to the offering (other than internal sales memoranda prepared by any of the Underwriters).

(g) The Partnership will arrange, if necessary, for the qualification of each series of the Securities for sale under the laws of such jurisdictions as the Representatives may reasonably designate, will maintain such qualifications in effect so long as reasonably required for the distribution of such series of Securities and will pay any fee of FINRA in connection with its review of the offering; provided that in no event shall the Issuers be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.

(h) The Partnership agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Partnership that, unless it has or shall have obtained, as the case may be, the prior written consent of the Partnership, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Partnership with the Commission or retained by the Partnership under Rule 433, other than a Free Writing Prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(b) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto. Any such Free Writing Prospectus consented to by the Representatives or the Partnership is herein referred to as a “Permitted Free Writing Prospectus.” The Partnership agrees that (x) it has treated and

 

15


will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as applicable and as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(i) The Partnership will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership or any affiliate of the Partnership or any person in privity with the Partnership or any affiliate of the Partnership), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt securities issued or guaranteed by the Partnership (other than the Securities) or publicly announce an intention to effect any such transaction, until the Business Day set forth on Schedule I hereto.

(j) The Partnership will not, at any time at or after the execution of this Agreement, directly or indirectly, offer or sell any Securities by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Securities, in each case other than the Final Prospectus.

6. Conditions to the Obligations of the Underwriters . The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Issuers contained herein as of the Applicable Time and the Closing Date, to the accuracy of the statements of the Partnership made in any certificates pursuant to the provisions hereof, to the performance by the Issuers of its obligations hereunder and to the following additional conditions:

(a) The Final Prospectus, and any supplement thereto, shall have been filed in the manner and within the time period required by Rule 424(b); the final term sheet contemplated by Section 5(b) hereto, and any other material required to be filed by the Partnership pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

(b) The Partnership shall have requested and caused Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Partnership, to have furnished to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, in substantially the form of Exhibit A hereto.

 

16


(c) The Partnership shall have requested and caused Gable & Gotwals, A Professional Corporation, counsel for the Partnership, to have furnished to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, in substantially the form of Exhibit B hereto.

(d) The Representatives shall have received from Shearman & Sterling LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Indenture, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Partnership shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

(e) The Partnership shall have furnished to the Representatives a certificate of the Partnership, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the general partner of the Partnership, dated the Closing Date, to the effect that the signers of such certificate have reviewed the Registration Statement, the Final Prospectus, the Disclosure Package and any supplements or amendments thereto and this Agreement and that:

(i) the representations and warranties of the Issuers in Section 1 of this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and the Issuers have complied with all the agreements and satisfied all the conditions on their part to be performed or satisfied at or prior to the Closing Date;

(ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued by the Commission and no proceedings for that purpose have been instituted or, to the Partnership’s knowledge, threatened; and

(iii) since the date of the most recent financial statements included in the Disclosure Package and the Final Prospectus, there has been no Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus.

(f) The Partnership shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives, at the Applicable Time and at the Closing Date, “comfort letters” (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the Applicable Time and as of the Closing Date, in form and substance satisfactory to the Representatives and PricewaterhouseCoopers LLP, with respect to the certain unaudited financial statements and financial information contained in the Registration Statement, the Preliminary Prospectus used most recently prior to the Applicable Time and the Final Prospectus.

 

17


(g) Subsequent to the Applicable Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment thereto), there shall not have been (i) any adverse change or decrease specified in the letters referred to in paragraph (f) of this Section 6 or (ii) any adverse change, or any development involving a prospective adverse change, in or affecting the business, properties, earnings, results of operations or financial condition of the Partnership and its subsidiaries, taken as a whole, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of any series of Securities as contemplated by the Registration Statement, the Disclosure Package and the Final Prospectus.

(h) Subsequent to the Applicable Time, there shall not have been any decrease in the rating of any of the Partnership’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g)) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

(i) Prior to the Closing Date, the Partnership shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Partnership in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 6 shall be delivered at the office of Shearman & Sterling, LLP, counsel for the Underwriters, at 599 Lexington Avenue, New York, NY 10022, on the Closing Date.

7. Reimbursement of Underwriters’ Expenses . (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Partnership will pay, or reimburse if paid by the Underwriters, all costs and expenses incident to the performance of the obligations of the Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, the Preliminary Prospectus and the Final Prospectus, and any amendment or supplement to the Registration Statement or the Preliminary Prospectus and Final Prospectus, (ii) the preparation and delivery of certificates representing the Securities, (iii) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Preliminary Prospectus or Final Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Securities by the Underwriters or by dealers to whom Securities may be sold, (iv) any filings required to be made by the Underwriters with FINRA, and the reasonable fees, disbursements and other charges of counsel to the Underwriters in connection therewith, (v) the registration or

 

18


qualification of the Securities for offer and sale under the securities or Blue Sky laws, including the reasonable fees, disbursements and other charges of counsel to the Underwriters in connection therewith, and the preparation and printing of preliminary, supplemental and final Blue Sky memoranda, (vi) counsel to the Partnership, (vii) the rating, if any, of the Securities by one or more rating agencies, (viii) the Trustee and any agent of the Trustee and the fees, disbursements and other charges of counsel for the Trustee in connection with the Indenture and the Securities and (ix) PricewaterhouseCoopers LLP.

(b) If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10(i) hereof or because of any refusal, inability or failure on the part of the Issuers to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Partnership will reimburse the Underwriters severally through the Representatives on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

8. Indemnification and Contribution . (a) The Issuers agree, jointly and severally, to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other U.S. Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus or any Issuer Free Writing Prospectus, any information of the Issuers that the Partnership has filed or is required to file pursuant to Rule 433(d) under the Act, or in any amendment thereof or supplement thereto, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however , that the Issuers will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Partnership by or on behalf of any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Issuers may otherwise have.

 

19


(b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuers, each of the respective directors and officers of the general partner of the Partnership and the ILP GP and each person who controls the Issuers within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Issuers to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Partnership by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Issuers acknowledge that (i) the statements set forth in the last paragraph of the cover page regarding delivery of the Securities, and (ii) the following information under the heading “Underwriting”: (A) the second sentence of the third paragraph related to the Underwriters’ market making activities and (B) the seventh, eighth and ninth paragraphs related to over-allotment, stabilization, syndicate covering transactions and penalty bids in the Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto.

(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and only to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however , that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened

 

20


claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, but is otherwise applicable in accordance with its terms, the Issuers and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) to which the Issuers and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Issuers on the one hand and by the Underwriters on the other from the offering of the Securities; provided, however , that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Issuers and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Partnership, on the one hand, and of the Underwriters, on the other, in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Issuers shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Partnership, on the one hand, or the Underwriters, on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Issuers and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee, affiliate and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Issuers within the meaning of either the Act or the Exchange Act and each officer and director of the general partner of the Partnership and the ILP GP shall have the same rights to contribution as the Issuers, subject in each case to the applicable terms and conditions of this paragraph (d).

 

21


9. Default by an Underwriter . If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however , that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Partnership. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

10. Termination . This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Partnership prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in the Partnership’s securities shall have been suspended by the Commission or the New York Stock Exchange, (ii) trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such exchange, (iii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering, sale or delivery of a series of Securities as contemplated by any Preliminary Prospectus or the Final Prospectus (exclusive of any supplement thereto).

11. Representations and Indemnities to Survive . The respective agreements, representations, warranties, indemnities and other statements of the Issuers or the respective officers of the general partner of the Partnership or the ILP GP and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Issuers or any of the indemnified persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and the last sentence of Section 9 hereof shall survive the termination or cancellation of this Agreement.

12. Selling Restrictions . Each Underwriter, severally and not jointly, represents and agrees (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom Financial Services and Market Act of 2000, or “FSMA”) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Issuers; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

 

22


In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter, severally and not jointly, represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Securities to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in the Relevant Member State:

(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Representatives for any such offer; or

(c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Securities shall require the Issuers or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe to the Securities, as the same may be varied in that Relevant Member State. For the purposes of this provision, the expression “Prospectus Directive” means Directive 2003/71/EC, including that Directive as amended by the 2010 PD Amending Directive to the extent implemented in the Relevant Member State in question, and includes any relevant implementing measure in the Relevant Member State in question; and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

13. Notices . All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to RBS Securities Inc., RBS Securities Inc., 600 Washington Boulevard, Stamford, CT 06901, Attention: Debt Capital Markets Syndicate (fax no.: (203) 873-4534); Mitsubishi UFJ Securities (USA), Inc., Mitsubishi UFJ Securities (USA), Inc., 1633 Broadway, 29th Floor, New York, NY 10019, Attention: Capital Markets Group, (fax no.: (646) 434-3455); U.S. Bancorp Investments, Inc., U.S. Bancorp Investments, Inc., 214 N. Tryon St., 26th Floor, EX-NC-WSTC, Charlotte, North Carolina 28202, Attention: Debt Capital Markets, (fax no.: (877) 219-0512).

 

23


14. Successors . This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the indemnified persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.

15. No Fiduciary Duty . The Partnership hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Partnership, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are each acting as principal and not as an agent or fiduciary of the Partnership and (c) the Partnership’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Partnership agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Partnership on related or other matters). The Partnership agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Partnership, in connection with such transaction or the process leading thereto.

16. Integration . This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Partnership and the Underwriters, or any of them, with respect to the subject matter hereof.

17. Applicable Law . This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

18. Waiver of Jury Trial . The parties hereto each hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

19. Counterparts . This Agreement may be signed in one or more counterparts, each of which, when executed and delivered, shall constitute an original and all of which together shall constitute one and the same agreement.

20. Headings . The section headings used herein are for convenience only and shall not affect the construction hereof.

21. Definitions . The terms which follow, when used in this Agreement, shall have the meanings indicated.

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Applicable Time” shall mean 4:00 p.m. (Eastern time) on September 10, 2012, which is the time identified to us by the Underwriters as the time of first sale of Securities to the investors.

 

24


“Base Prospectus” shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Applicable Time.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

“Commission” shall mean the Securities and Exchange Commission.

“Disclosure Package” shall mean, (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Applicable Time, (iii) the Issuer Free Writing Prospectuses identified in Schedule III hereto and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“FCPA” shall mean the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“Final Prospectus” shall mean the prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) after the Applicable Time, together with the Base Prospectus.

“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.

“Intermediate Partnership Agreement” shall mean the Second Amended and Restated Agreement of Limited Partnership of the Guarantor, as amended at the Applicable Time.

“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Partnership Agreement” shall mean the Third Amended and Restated Agreement of Limited Partnership of the Partnership, as amended.

“Preliminary Prospectus” shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is used prior to the filing of the Final Prospectus, together with the Base Prospectus.

“Registration Statement” shall mean the registration statement referred to in paragraph 1(a) above, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Act, as such section applies to the respective Underwriters (the “Effective Time”), including (i) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the Effective Time.

 

25


“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 430C”, “Rule 433”, “Rule 436”, “Rule 456” and “Rule 457” refer to such rules under the Act.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Well-Known Seasoned Issuer” shall mean a well-known seasoned issuer, as defined in Rule 405.

 

26


If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Issuers and the several Underwriters.

 

Very truly yours,
ONEOK Partners, L.P.
By:   ONEOK Partners GP, L.L.C., its
  general partner
By:   /s/ Robert F. Martinovich
  Name:   Robert F. Martinovich
  Title:   Executive Vice President, Chief
    Financial Officer and Treasurer
ONEOK Partners Intermediate Limited Partnership
By:   ONEOK ILP GP, L.L.C., its general
  partner
  By:   /s/ Robert F. Martinovich
  Name:   Robert F. Martinovich
  Title:   Executive Vice President, Chief
    Financial Officer and Treasurer


The foregoing Agreement is

hereby confirmed and accepted

as of the date first written above

RBS Securities Inc.
By:   /s/ Mark A. Frenzel
 

 

  Name: Mark A. Frenzel
  Title: Director
Mitsubishi UFJ Securities (USA), Inc.
By:   /s/ Spenser Huston
 

 

  Name: Spenser Huston
  Title: Managing Director
U.S. Bancorp Investments, Inc.
By:   /s/ Stephen Philipson
 

 

  Name: Stephen Philipson
  Title: Managing Director

For themselves and the other

several Underwriters, if any,

named in Schedule II to the

foregoing Agreement.


SCHEDULE I

A. 2.000% Senior Notes due 2017

Registration Statement No. 333-183287

 

Representatives:   

RBS Securities Inc.

Mitsubishi UFJ Securities (USA), Inc.

U.S. Bancorp Investments, Inc.

Title, Principal Amount and Purchase Price of Securities:

 

Title:

     2.000% Senior Notes due 2017   

Principal amount:

   $ 400,000,000   

Purchase price (include accrued interest or amortization, if any):

     99.113

Closing Date, Time and Location: September 13, 2012 at 10:00 a.m. at Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY 10022

Type of Offering: Non-delayed

Date referred to in Section 5(i) after which the Partnership may offer or sell debt securities issued or guaranteed by the Partnership without the consent of the Representatives: October 10, 2012.


SCHEDULE I

B. 3.375% Senior Notes due 2022

Registration Statement No. 333-183287

 

Representatives:    RBS Securities Inc.
   Mitsubishi UFJ Securities (USA), Inc.
   U.S. Bancorp Investments, Inc.

Title, Principal Amount and Purchase Price of Securities:

 

Title:

     3.375% Senior Notes due 2022   

Principal amount:

   $ 900,000,000   

Purchase price (include accrued interest or amortization, if any):

     98.926

Closing Date, Time and Location: September 13, 2012 at 10:00 a.m. at Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY 10022

Type of Offering: Non-delayed

Date referred to in Section 5(i) after which the Partnership may offer or sell debt securities issued or guaranteed by the Partnership without the consent of the Representatives: October 10, 2012.

 

2


SCHEDULE II

 

     Principal Amount
of Securities to
be Purchased
 

Underwriters

   2.000% Senior Notes
Due 2017
     3.375% Senior Notes
Due 2022
 

RBS Securities Inc.

   $ 68,000,000       $ 153,000,000   

Mitsubishi UFJ Securities (USA), Inc.

   $ 68,000,000       $ 153,000,000   

U.S. Bancorp Investments, Inc.

   $ 68,000,000       $ 153,000,000   

Barclays Capital Inc.

   $ 21,334,000       $ 48,000,000   

Citigroup Global Markets Inc.

   $ 21,334,000       $ 48,000,000   

Deutsche Bank Securities Inc.

   $ 21,334,000       $ 48,000,000   

Goldman, Sachs & Co.

   $ 21,333,000       $ 48,000,000   

J.P. Morgan Securities LLC

   $ 21,333,000       $ 48,000,000   

Morgan Stanley & Co. LLC

   $ 21,333,000       $ 48,000,000   

RBC Capital Markets, LLC

   $ 21,333,000       $ 48,000,000   

SMBC Nikko Capital Markets Limited

   $ 21,333,000       $ 48,000,000   

UBS Securities LLC

   $ 21,333,000       $ 48,000,000   

UMB Financial Services, Inc.

   $ 4,000,000       $ 9,000,000   

Total

   $ 400,000,000       $ 900,000,000   
  

 

 

    

 

 

 

 

3


SCHEDULE III

Schedule of Free Writing Prospectuses included in the Disclosure Package

 

1) The final term sheet prepared and filed pursuant to Section 5(b) of the Agreement in substantially the form of Schedule IV to the Agreement.

Schedule of Free Writing Prospectuses not included in the Disclosure Package

 

1) The Net Roadshow presentation relating to the offering of the Securities dated September 10, 2012.


Filed Pursuant to Rule 433

Registration No. 333-183287

September 10, 2012

ONEOK PARTNERS, L.P.

PRICING TERM SHEET

$1,300,000,000

$400,000,000 2.000% Senior Notes due 2017

$900,000,000 3.375% Senior Notes due 2022

 

Issuer:

   ONEOK Partners, L.P.

Guarantor:

   ONEOK Partners Intermediate Limited Partnership

Security Type:

   Senior Unsecured Notes

Ratings*:

   Moody’s: Baa2 (Stable) / S&P: BBB (Stable)

Minimum Denomination:

   $2,000 and whole multiples of $1,000 in excess thereof

Pricing Date:

   September 10, 2012

Settlement Date:

   September 13, 2012
   2.000% Senior Notes due 2017    3.375% Senior Notes due 2022

Maturity Date:

   October 1, 2017    October 1, 2022

Principal Amount:

   $400,000,000    $900,000,000

Benchmark:

   0.625% due August 31, 2017    1.625% due August 15, 2022

Benchmark Yield:

   0.660%    1.675%

Re-offer Spread to Benchmark:

   +140 bps    +175 bps

Yield to Maturity:

   2.060%    3.425%

Coupon:

   2.000%    3.375%

Public Offering Price:

   99.713%    99.576%

Gross Spread:

   0.600%    0.650%

Redemption Provisions:

     

Make-Whole Call:

   T +25 bps (prior to September 1, 2017)    T +30 bps (prior to July 1, 2022)

Par Call:

  

On or after September 1, 2017

(1 month prior to maturity)

  

On or after July 1, 2022

(3 months prior to maturity)

Interest Payment Dates:

  

October 1 and April 1,

beginning April 1, 2013

  

October 1 and April 1,

beginning April 1, 2013

CUSIP / ISIN:

   68268NAH6 / US68268NAH61    68268NAJ2 / US68268NAJ28

Joint Book-Running Managers:

  

RBS Securities Inc.

Mitsubishi UFJ Securities (USA), Inc.

U.S. Bancorp Investments, Inc.


Senior Co-Managers:

  

Barclays Capital Inc.

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

Goldman, Sachs & Co.

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

RBC Capital Markets, LLC

SMBC Nikko Capital Markets Limited

UBS Securities LLC

Junior Co-Managers:

   UMB Financial Services, Inc.

 

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a base prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling RBS Securities Inc. toll-free at 1-866-884-2071, Mitsubishi UFJ Securities (USA), Inc. toll-free at 1-877-649-6848 and U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607.


ANNEX A

ONEOK Hydrocarbon, L.P.

ONEOK Hydrocarbon, L.L.C.

ONEOK Hydrocarbon Holdings, L.L.C.

ONEOK Field Services Company, L.L.C.

ONEOK Rockies Midstream, L.L.C.

ONEOK Partners Intermediate Limited Partnership


Exhibit A

FORM OF OPINION OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP


Exhibit B

FORM OF OPINION OF GABLE & GOTWALS

Exhibit 4.2

EXECUTION COPY

 

 

 

ONEOK PARTNERS, L.P.

Issuer

ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP

Guarantor

and

WELLS FARGO BANK, N.A.

Trustee

EIGHTH SUPPLEMENTAL INDENTURE

Dated as of September 13, 2012

to

INDENTURE

relating to Senior Debt Securities

Dated as of September 25, 2006

2.000% Senior Notes due 2017

 

 

 


TABLE OF CONTENTS

 

     Page  

ARTICLE 1 Relation to Indenture; Definitions

     1   

SECTION 1.01. Relation to Indenture

     1   

SECTION 1.02. Definitions

     1   

SECTION 1.03. General References

     1   

ARTICLE 2 The Series of Debt Securities

     2   

SECTION 2.01. The Form and Title of the Debt Securities

     2   

SECTION 2.02. Amount

     2   

SECTION 2.03. Stated Maturity

     2   

SECTION 2.04. Interest and Interest Rates

     2   

SECTION 2.05. Optional Redemption

     2   

SECTION 2.06. Guarantee

     3   

SECTION 2.07. Global Securities

     3   

ARTICLE 3 Miscellaneous

     3   

SECTION 3.01. Certain Trustee Matters

     3   

SECTION 3.02. Continued Effect

     4   

SECTION 3.03. Governing Law

     4   

SECTION 3.04. Counterparts

     4   

EXHIBITS

  

Exhibit A: Form of Note

  


EIGHTH SUPPLEMENTAL INDENTURE , dated as of September 13, 2012 (this “ Supplemental Indenture ”), among ONEOK P ARTNERS , L.P. , a Delaware limited partnership (the “ Partnership ”), ONEOK P ARTNERS I NTERMEDIATE L IMITED P ARTNERSHIP , a Delaware limited partnership (the “ Guarantor ”), and W ELLS F ARGO B ANK , N.A. , as trustee under the Indenture referred to below (in such capacity, the “ Trustee ”).

RECITALS OF THE PARTNERSHIP

WHEREAS, the Partnership and the Trustee have heretofore entered into an Indenture, dated as of September 25, 2006 (the “ Original Indenture ”) (the Original Indenture, as amended and supplemented from time to time, including without limitation pursuant to this Supplemental Indenture, being referred to herein as the “ Indenture ”); and

WHEREAS, under the Original Indenture, a new series of Debt Securities may at any time be established by the Board of Directors of ONEOK Partners GP, L.L.C., the Partnership’s general partner (the “ General Partner ”), in accordance with the provisions of the Original Indenture, and the terms of such series may be established by an indenture supplemental to the Original Indenture; and

WHEREAS, the Partnership proposes to create under the Indenture a new series of Debt Securities; and

WHEREAS, all acts and things necessary to make the Notes (as herein defined), when executed by the General Partner on behalf of the Partnership and authenticated and delivered by the Trustee as provided in the Original Indenture and this Supplemental Indenture, and the Guarantee, when executed by the general partner of the Guarantor on behalf of the Guarantor, the valid and binding obligations of the Partnership and the Guarantor and to make this Supplemental Indenture a valid and binding agreement in accordance with the Original Indenture have been done or performed;

NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE 1

R ELATION TO I NDENTURE ; D EFINITIONS

SECTION 1.01 . Relation to Indenture.

With respect to the Notes, this Supplemental Indenture constitutes an integral part of the Indenture.

SECTION 1.02. Definitions.

For all purposes of this Supplemental Indenture, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Original Indenture.

SECTION 1.03. General References.

All references in this Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and the term “ herein ”, “ hereof ”, “ hereunder ” and any other word of similar import refers to this Supplemental Indenture.


ARTICLE 2

T HE S ERIES OF D EBT S ECURITIES

SECTION 2.01. The Form and Title of the Debt Securities.

There is hereby established a new series of Debt Securities to be issued under the Indenture and to be designated as the Partnership’s 2.000% Senior Notes due 2017 (the “ Notes ”). The Notes shall be substantially in the form attached as Exhibit A hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Partnership may deem appropriate or as may be required or appropriate to comply with any laws or with any rules made pursuant thereto or with the rules of any securities exchange or automated quotation system on which the Notes may be listed or traded, or to conform to general usage, or as may, consistently with the Indenture, be determined by the officers executing such Notes, as evidenced by their execution thereof.

The Notes shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of the Original Indenture as supplemented by this Supplemental Indenture (including the form of Note set forth as Exhibit A hereto (the terms of which are incorporated in and made a part of this Supplemental Indenture for all intents and purposes)).

SECTION 2.02. Amount.

The aggregate principal amount of the Notes which may be authenticated and delivered pursuant hereto is unlimited. The Trustee shall initially authenticate and deliver Notes for original issue in an initial aggregate principal amount of up to $400,000,000 upon delivery to the Trustee of a Partnership Order for the authentication and delivery of such Notes. The aggregate principal amount of the Notes to be issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Notes upon Partnership Order without the consent of any Holder. The Notes issued on the date hereof and any such additional Notes that may be issued hereafter shall be part of the same series of Debt Securities for all purposes under the Indenture.

SECTION 2.03. Stated Maturity.

The Notes may be issued on any Business Day on or after September 13, 2012, and the Stated Maturity of the Notes shall be October 1, 2017.

SECTION 2.04. Interest and Interest Rates.

The rate or rates at which the Notes shall bear interest, the date or dates from which such interest shall accrue, the interest payment dates on which any such interest shall be payable and the regular record date for any interest payable on any interest payment date, in each case, shall be as set forth in the form of Note set forth as Exhibit A hereto.

SECTION 2.05. Optional Redemption.

At its option, the Partnership may redeem the Notes, in whole or in part, in principal amounts of $2,000 and in multiples of $1,000 in excess thereof, at any time or from time to time, at the applicable redemption price determined as set forth in the form of Note attached hereto as Exhibit A , in accordance with the terms set forth in the Notes and in accordance with Article III of the Original Indenture.

 

2


SECTION 2.06. Guarantee.

Except as provided below, Article XII of the Original Indenture shall apply to the Notes. For the purposes of this Supplemental Indenture and the Notes (including without limitation the provisions of the Original Indenture to the extent applicable thereto), the term “ Guarantor ” shall mean ONEOK Partners Intermediate Limited Partnership, a Delaware limited partnership, and any successor Person thereto under the Indenture.

With respect to the Notes, paragraph (a) of Section 12.04 of the Original Indenture is hereby amended and restated in its entirety as set forth below; provided, however that the amendment and restatement set forth below in this Section 2.06 shall apply only to the Notes and not to any other series of Debt Securities issued under the Original Indenture:

“(a) Notwithstanding anything to the contrary in this Article XII, if any Guarantor shall cease to be a Subsidiary of the Partnership, then, if no Default or Event of Default shall have occurred and be continuing, such Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under this Indenture, and the Guarantee shall be of no further force or effect with respect to such Guarantor. Following the receipt by the Trustee of any such notice, the Partnership shall cause this Indenture to be amended as provided in Section 9.01(l) hereof; provided, however , that the failure to so amend this Indenture shall not affect the validity of the termination of the Guarantee with respect to such Guarantor.”

The Guarantor’s address and telecopier number for the purposes of Section 13.03 of the Original Indenture is:

ONEOK Partners Intermediate Limited Partnership

  c/o ONEOK Partners GP, L.L.C.

100 West Fifth Street, Suite 1831

Tulsa, Oklahoma 74103-4298

Telecopier No.: (918) 588-7800

Attention: Chief Financial Officer

SECTION 2.07. Global Securities.

The Notes shall initially be issuable in whole or in part in the form of one or more Global Securities. Such Global Securities (i) shall be deposited with, or on behalf of, The Depository Trust Company, which shall act as Depositary with respect to the Notes, (ii) shall bear the legends applicable to Global Securities set forth in Section 2.15(a) of the Original Indenture, (iii) may be exchanged in whole or in part for Notes in definitive form upon the terms and subject to the conditions provided in Section 2.15(b) of the Original Indenture and in this Supplemental Indenture and (iv) shall otherwise be subject to the applicable provisions of the Indenture.

ARTICLE 3

M ISCELLANEOUS

SECTION 3.01. Certain Trustee Matters.

The recitals contained herein shall be taken as the statements of the Partnership, and the Trustee assumes no responsibility for their correctness.

The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture, the Guarantee or the Notes or the proper authorization or the due execution hereof or thereof by the Partnership or the Guarantor.

 

3


Except as expressly set forth herein, nothing in this Supplemental Indenture shall alter the duties, rights or obligations of the Trustee set forth in the Original Indenture.

The Trustee makes no representation or warranty as to the validity or sufficiency of the information contained in the prospectus supplement related to the Notes, except such information which specifically pertains to the Trustee itself, or any information incorporated therein by reference.

SECTION 3.02. Continued Effect.

Except as expressly supplemented and amended by this Supplemental Indenture, the Original Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Original Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided.

SECTION 3.03 . Governing Law.

This Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 3.04. Counterparts.

This instrument may be executed in any number of counterparts, each of which, when delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

(Signature Page Follows)

 

4


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered, all as of the day and year first above written.

 

ONEOK PARTNERS, L.P.
By:   ONEOK Partners GP, L.L.C.,
  its General Partner
By:   /s/ Robert F. Martinovich
 

 

Name:   Robert F. Martinovich
Title:   Executive Vice President, Chief Financial Officer and Treasurer
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP
By:   ONEOK ILP GP, L.L.C.,
  its General Partner
By:   /s/ Robert F. Martinovich
 

 

Name:   Robert F. Martinovich
Title:   Executive Vice President, Chief Financial Officer and Treasurer

WELLS FARGO BANK, N.A.,

as Trustee

By:   /s/ Gregory S. Clarke
 

 

Name:   Gregory S. Clarke
Title:   Vice President

Eighth Supplemental Indenture Signature Page


EXHIBIT A

[FORM OF FACE OF NOTE]

[If a Global Security, insert—UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[If a Global Security, insert—TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.]

ONEOK PARTNERS, L.P.

2.000% Senior Note due 2017

 

No.                         

   U.S.$                     

CUSIP No. 68268NAH6

  

ONEOK PARTNERS, L.P., a Delaware limited partnership (herein called the “Partnership”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                 , or registered assigns, the principal sum of                  United States Dollars ($                ) on October 1, 2017, and to pay interest thereon from September 13, 2012, or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually on April 1 and October 1 in each year, commencing on April 1, 2013, at the rate of 2.000% per annum, until the principal hereof is paid or made available for payment and at the same rate per annum on any overdue principal and premium and on any overdue installment of interest. The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Note is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. The interest so payable, and punctually paid or duly provided for, on any interest payment date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the regular record date for such interest, which record date shall be the March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such regular record date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a special record date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in the Indenture.

[If a Global Security, insert—Payment of the principal of (and premium, if any) and any such interest on this Note will be made by transfer of immediately available funds to a bank account in the United States of America designated by the Holder to the Paying Agent in U.S. Dollars.]

 

A-1


[If a definitive Debt Security, insert—Payment of the principal of (and premium, if any) and any such interest on this Note will be made at the office or agency of the Partnership maintained for that purpose in U.S. Dollars or subject to any laws or regulations applicable thereto and to the right of the Partnership (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the offices of                         , and at such other offices or agencies as the Partnership may designate, by U.S. Dollar check drawn on, or transfer to a U.S. Dollar account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 10 days prior to the payment date); provided, however , that payment of interest may be made at the option of the Partnership by U.S. Dollar check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Debt Security Register or by transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable interest payment date).]

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Partnership has caused this instrument to be duly executed.

Dated:                      ,                 

 

ONEOK PARTNERS, L.P.
By:   ONEOK Partners GP, L.L.C.
  its General Partner
  By:    
  Name:  
  Title:  

 

A-2


TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture.

 

WELLS FARGO BANK, N.A.,

as Trustee

By:    
  Authorized Signatory

 

A-3


[REVERSE OF NOTE]

ONEOK PARTNERS, L.P.

2.000% Senior Note due 2017

This security is one of a duly authorized issue of debt securities of the Partnership (the “Debt Securities”), issued and to be issued in one or more series under an Indenture dated as of September 25, 2006, as amended and supplemented to date, including without limitation by the Eighth Supplemental Indenture thereto, dated as of September 13, 2012 (such Indenture, as so amended and supplemented being referred to herein as the “Indenture”), between the Partnership and Wells Fargo Bank, N.A., as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Partnership, the Trustee and the Holders of the Debt Securities and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Debt Security is one of the series designated on the face hereof. The Debt Securities of this series are referred to herein as the “Notes.”

On or after September 1, 2017 (one month prior to the maturity date of the Notes), the Notes will be subject to redemption at any time at the option of the Partnership, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest thereon to the applicable Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Prior to September 1, 2017, the Notes will be subject to redemption at any time at the option of the Partnership, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments (excluding accrued interest) discounted to the applicable Redemption Date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Comparable Treasury Yield (as defined below), plus 25 basis points, plus, in each case, any accrued and unpaid interest thereon to the applicable Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date).

The present values of the remaining scheduled payments referred to in clause (ii) of the immediately preceding paragraph (the “present values”) will be determined in accordance with generally accepted principles of financial analysis. These present values will be calculated by discounting the amount of each payment of interest or principal from the date that each such payment would have been payable, but for the redemption, to the Redemption Date at a discount rate equal to the Comparable Treasury Yield plus 25 basis points. The present values will be calculated by an independent investment banking institution of national standing appointed by the Partnership. If the Partnership fails to appoint an independent investment banker not less than 30 days prior to the Redemption Date, or if such independent investment banker is unwilling or unable to make the calculation, the calculation will be made by RBS Securities Inc., Mitsubishi UFJ Securities (USA), Inc. and U.S. Bancorp Investments, Inc. If RBS Securities Inc., Mitsubishi UFJ Securities (USA), Inc. and U.S. Bancorp Investments, Inc. are unwilling or unable to make the calculation, the Partnership will appoint an independent investment banking institution of national standing to make the calculation.

For purposes of determining the present values, “Comparable Treasury Yield” means a rate of interest per annum equal to the weekly average yield to maturity of United States Treasury securities that have a constant maturity that corresponds to the remaining term to maturity of the Notes, calculated to the nearest 1/12th of a year. The Comparable Treasury Yield will be determined as of the third business day immediately preceding the applicable Redemption Date, and prior to the Redemption Date the Partnership shall deliver to the Trustee an Officers’ Certificate setting forth the redemption price and showing the calculation thereof in reasonable detail.

The weekly average yields of United States Treasury securities will be determined by reference to the most recent statistical release published by the Federal Reserve Bank of New York and designated “H.15(519) Selected Interest Rates” or any successor release. If the H.15 statistical release sets forth a weekly average yield for United States Treasury securities having a constant maturity that is the same as the remaining term calculated as set forth above, then the Comparable Treasury Yield will be equal to such weekly average yield. In all other cases, the Comparable Treasury Yield will be calculated by interpolation on a straight-line basis between the weekly average yields on the United States Treasury securities that have a constant maturity closest to and greater than the

 

A-4


remaining term and the United States Treasury securities that have a constant maturity closest to and less than the remaining term (in each case as set forth in the H.15 statistical release or any successor release). Any weekly average yields calculated by interpolation will be rounded to the nearest 1/100th of 1%, with any figure of 1/200th of 1% or above being rounded upward. If weekly average yields for United States Treasury securities are not available in the H.15 statistical release or otherwise, then the Comparable Treasury Yield will be calculated by interpolation of comparable rates selected by an independent investment banking institution of national standing selected in the manner described in the second preceding paragraph.

Unless the Partnership defaults in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on this Note or the portions hereof called for redemption.

In the event of redemption of this Note in part only, a new Note or Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for defeasance at any time of (1) the entire indebtedness of this Note or (2) certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Partnership, the Guarantor and the rights of the Holders of the Debt Securities of each series to be affected under the Indenture at any time by the Partnership, the Guarantor and the Trustee with the consent of not less than the Holders of a majority in principal amount of the Outstanding Debt Securities of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Outstanding Debt Securities of each affected series, on behalf of the Holders of all Debt Securities of such series, to waive compliance by the Partnership and the Guarantor with certain provisions of the Indenture. The Indenture permits, with certain exceptions as therein provided, the Holders of a majority in principal amount of Debt Securities of any series then Outstanding to waive past defaults under the Indenture with respect to such series and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and all holders of Notes of which this Note is a predecessor Note, whether or not notation of such consent or waiver is made upon this or any other Note.

As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any action or proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of not less than 25% in aggregate principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default and offered the Trustee reasonable indemnity or security as required by the Trustee and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity or security. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Partnership, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place(s) and rate, and in the currency, herein prescribed.

[If a Global Security, insert—This Global Security or portion hereof may not be exchanged for definitive Debt Securities of this series except in the limited circumstances provided in the Indenture.

The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of definitive Debt Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.]

 

A-5


[If a definitive Debt Security, insert—As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable in the Debt Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Partnership in The City of New York, or, subject to any laws or regulations applicable thereto and to the right of the Partnership (limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the offices of              in the Borough of Manhattan, The City of New York, and at such other offices or agencies as the Partnership may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Partnership and the Debt Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.]

The Notes are issuable only in registered form without coupons in denominations of $2,000 and any whole multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Partnership may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Partnership, the Guarantor, the Trustee and any agent of the Partnership, the Guarantor or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Partnership, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

Obligations of the Partnership and the Guarantor under the Indenture and the Debt Securities thereunder, including this Note, are non-recourse to ONEOK Partners GP, L.L.C. (the “General Partner”) and ONEOK ILP GP, L.L.C. (the “Guarantor General Partner”) and their respective Affiliates (other than the Partnership and the Guarantor), and payable only out of cash flow and assets of the Partnership and the Guarantor. The Trustee, and each Holder of a Debt Security by its acceptance thereof, will be deemed to have agreed in the Indenture that (1) none of the General Partner, the Guarantor General Partner and their respective assets (nor any of their respective Affiliates, other than the Partnership and the Guarantor, or their respective assets) shall be liable for any of the obligations of the Partnership or the Guarantor under the Indenture or such Debt Securities, including this Note, and (2) no director, officer, employee, stockholder or unitholder, as such, of the Partnership, the Guarantor, the Trustee, the General Partner, the Guarantor General Partner or any Affiliate of any of the foregoing entities shall have any personal liability in respect of the obligations of the Partnership or the Guarantor under the Indenture or such Debt Securities by reason of his, her or its status.

This Note shall be governed by and construed in accordance with the laws of the State of New York.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 

A-6


[If a definitive Debt Security, insert as a separate page—

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto                  (Please Print or Typewrite Name and Address of Assignee) the within instrument of ONEOK PARTNERS, L.P. and does hereby irrevocably constitute and appoint                 Attorney to transfer said instrument on the books of the within-named Partnership, with full power of substitution in the premises.

Please Insert Social Security or

Other Identifying Number of Assignee:

 

      

 

Dated:                                                                            

    

 

     (Signature)

 

Signature Guarantee:

    
   (Participant in a Recognized Signature
   Guaranty Medallion Program)

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.]

 

A-7


[If a Global Security, insert as a separate page—

SCHEDULE OF INCREASES OR DECREASES

IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:

 

Date of Exchange

   Amount of
Decrease in
Principal
Amount of this
Global  Security
   Amount of
Increase in
Principal Amount
of this
Global  Security
   Principal Amount
of this  Global
Security following
such  decrease
(or increase)
   Signature of
authorized  officer
of Trustee or
Depositary

 

A-8


NOTATION OF GUARANTEE

The Guarantor (which term includes any successor person under the Indenture dated as of September 25, 2006 (as amended and supplemented from time to time, the “ Indenture ”) between ONEOK Partners, L.P., a Delaware limited partnership (the “ Partnership ”), and Wells Fargo Bank, N.A., as trustee (the “ Trustee ”)), has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and all other amounts due and payable under the Indenture and the Notes by the Partnership.

The obligations of the Guarantor to the Holders of Notes and to the Trustee pursuant to the Guarantee are expressly set forth in Article XII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

 

ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP
By:  

ONEOK ILP GP, L.L.C.,

its General Partner

By:

   

Name:

   

Title:

   

 

A-9

Exhibit 4.3

EXECUTION COPY

 

 

 

ONEOK PARTNERS, L.P.

Issuer

ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP

Guarantor

and

WELLS FARGO BANK, N.A.

Trustee

NINTH SUPPLEMENTAL INDENTURE

Dated as of September 13, 2012

to

INDENTURE

relating to Senior Debt Securities

Dated as of September 25, 2006

3.375% Senior Notes due 2022

 

 

 


TABLE OF CONTENTS

 

     Page  

ARTICLE 1 Relation to Indenture; Definitions

     1   

SECTION 1.01. Relation to Indenture

     1   

SECTION 1.02. Definitions

     1   

SECTION 1.03. General References

     1   

ARTICLE 2 The Series of Debt Securities

     2   

SECTION 2.01. The Form and Title of the Debt Securities

     2   

SECTION 2.02. Amount

     2   

SECTION 2.03. Stated Maturity

     2   

SECTION 2.04. Interest and Interest Rates

     2   

SECTION 2.05. Optional Redemption

     2   

SECTION 2.06. Guarantee

     3   

SECTION 2.07. Global Securities

     3   

ARTICLE 3 Miscellaneous

     3   

SECTION 3.01. Certain Trustee Matters

     3   

SECTION 3.02. Continued Effect

     4   

SECTION 3.03. Governing Law

     4   

SECTION 3.04. Counterparts

     4   

EXHIBITS

  

Exhibit A: Form of Note

  


NINTH SUPPLEMENTAL INDENTURE , dated as of September 13, 2012 (this “ Supplemental Indenture ”), among ONEOK P ARTNERS , L.P. , a Delaware limited partnership (the “ Partnership ”), ONEOK P ARTNERS I NTERMEDIATE L IMITED P ARTNERSHIP , a Delaware limited partnership (the “ Guarantor ”), and W ELLS F ARGO B ANK , N.A. , as trustee under the Indenture referred to below (in such capacity, the “ Trustee ”).

RECITALS OF THE PARTNERSHIP

WHEREAS, the Partnership and the Trustee have heretofore entered into an Indenture, dated as of September 25, 2006 (the “ Original Indenture ”) (the Original Indenture, as amended and supplemented from time to time, including without limitation pursuant to this Supplemental Indenture, being referred to herein as the “ Indenture ”); and

WHEREAS, under the Original Indenture, a new series of Debt Securities may at any time be established by the Board of Directors of ONEOK Partners GP, L.L.C., the Partnership’s general partner (the “ General Partner ”), in accordance with the provisions of the Original Indenture, and the terms of such series may be established by an indenture supplemental to the Original Indenture; and

WHEREAS, the Partnership proposes to create under the Indenture a new series of Debt Securities; and

WHEREAS, all acts and things necessary to make the Notes (as herein defined), when executed by the General Partner on behalf of the Partnership and authenticated and delivered by the Trustee as provided in the Original Indenture and this Supplemental Indenture, and the Guarantee, when executed by the general partner of the Guarantor on behalf of the Guarantor, the valid and binding obligations of the Partnership and the Guarantor and to make this Supplemental Indenture a valid and binding agreement in accordance with the Original Indenture have been done or performed;

NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE 1

R ELATION TO I NDENTURE ; D EFINITIONS

SECTION 1.01 . Relation to Indenture.

With respect to the Notes, this Supplemental Indenture constitutes an integral part of the Indenture.

SECTION 1.02. Definitions.

For all purposes of this Supplemental Indenture, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Original Indenture.

SECTION 1.03. General References.

All references in this Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and the term “ herein ”, “ hereof ”, “ hereunder ” and any other word of similar import refers to this Supplemental Indenture.


ARTICLE 2

T HE S ERIES OF D EBT S ECURITIES

SECTION 2.01. The Form and Title of the Debt Securities.

There is hereby established a new series of Debt Securities to be issued under the Indenture and to be designated as the Partnership’s 3.375% Senior Notes due 2022 (the “ Notes ”). The Notes shall be substantially in the form attached as Exhibit A hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Partnership may deem appropriate or as may be required or appropriate to comply with any laws or with any rules made pursuant thereto or with the rules of any securities exchange or automated quotation system on which the Notes may be listed or traded, or to conform to general usage, or as may, consistently with the Indenture, be determined by the officers executing such Notes, as evidenced by their execution thereof.

The Notes shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of the Original Indenture as supplemented by this Supplemental Indenture (including the form of Note set forth as Exhibit A hereto (the terms of which are incorporated in and made a part of this Supplemental Indenture for all intents and purposes)).

SECTION 2.02. Amount.

The aggregate principal amount of the Notes which may be authenticated and delivered pursuant hereto is unlimited. The Trustee shall initially authenticate and deliver Notes for original issue in an initial aggregate principal amount of up to $900,000,000 upon delivery to the Trustee of a Partnership Order for the authentication and delivery of such Notes. The aggregate principal amount of the Notes to be issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Notes upon Partnership Order without the consent of any Holder. The Notes issued on the date hereof and any such additional Notes that may be issued hereafter shall be part of the same series of Debt Securities for all purposes under the Indenture.

SECTION 2.03. Stated Maturity.

The Notes may be issued on any Business Day on or after September 13, 2012, and the Stated Maturity of the Notes shall be October 1, 2022.

SECTION 2.04. Interest and Interest Rates.

The rate or rates at which the Notes shall bear interest, the date or dates from which such interest shall accrue, the interest payment dates on which any such interest shall be payable and the regular record date for any interest payable on any interest payment date, in each case, shall be as set forth in the form of Note set forth as Exhibit A hereto.

SECTION 2.05. Optional Redemption.

At its option, the Partnership may redeem the Notes, in whole or in part, in principal amounts of $2,000 and in multiples of $1,000 in excess thereof, at any time or from time to time, at the applicable redemption price determined as set forth in the form of Note attached hereto as Exhibit A , in accordance with the terms set forth in the Notes and in accordance with Article III of the Original Indenture.

 

2


SECTION 2.06. Guarantee.

Except as provided below, Article XII of the Original Indenture shall apply to the Notes. For the purposes of this Supplemental Indenture and the Notes (including without limitation the provisions of the Original Indenture to the extent applicable thereto), the term “ Guarantor ” shall mean ONEOK Partners Intermediate Limited Partnership, a Delaware limited partnership, and any successor Person thereto under the Indenture.

With respect to the Notes, paragraph (a) of Section 12.04 of the Original Indenture is hereby amended and restated in its entirety as set forth below; provided, however that the amendment and restatement set forth below in this Section 2.06 shall apply only to the Notes and not to any other series of Debt Securities issued under the Original Indenture:

“(a) Notwithstanding anything to the contrary in this Article XII, if any Guarantor shall cease to be a Subsidiary of the Partnership, then, if no Default or Event of Default shall have occurred and be continuing, such Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under this Indenture, and the Guarantee shall be of no further force or effect with respect to such Guarantor. Following the receipt by the Trustee of any such notice, the Partnership shall cause this Indenture to be amended as provided in Section 9.01(l) hereof; provided, however , that the failure to so amend this Indenture shall not affect the validity of the termination of the Guarantee with respect to such Guarantor.”

The Guarantor’s address and telecopier number for the purposes of Section 13.03 of the Original Indenture is:

ONEOK Partners Intermediate Limited Partnership

  c/o ONEOK Partners GP, L.L.C.

100 West Fifth Street, Suite 1831

Tulsa, Oklahoma 74103-4298

Telecopier No.: (918) 588-7800

Attention: Chief Financial Officer

SECTION 2.07. Global Securities.

The Notes shall initially be issuable in whole or in part in the form of one or more Global Securities. Such Global Securities (i) shall be deposited with, or on behalf of, The Depository Trust Company, which shall act as Depositary with respect to the Notes, (ii) shall bear the legends applicable to Global Securities set forth in Section 2.15(a) of the Original Indenture, (iii) may be exchanged in whole or in part for Notes in definitive form upon the terms and subject to the conditions provided in Section 2.15(b) of the Original Indenture and in this Supplemental Indenture and (iv) shall otherwise be subject to the applicable provisions of the Indenture.

ARTICLE 3

M ISCELLANEOUS

SECTION 3.01. Certain Trustee Matters.

The recitals contained herein shall be taken as the statements of the Partnership, and the Trustee assumes no responsibility for their correctness.

The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture, the Guarantee or the Notes or the proper authorization or the due execution hereof or thereof by the Partnership or the Guarantor.

 

3


Except as expressly set forth herein, nothing in this Supplemental Indenture shall alter the duties, rights or obligations of the Trustee set forth in the Original Indenture.

The Trustee makes no representation or warranty as to the validity or sufficiency of the information contained in the prospectus supplement related to the Notes, except such information which specifically pertains to the Trustee itself, or any information incorporated therein by reference.

SECTION 3.02. Continued Effect.

Except as expressly supplemented and amended by this Supplemental Indenture, the Original Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Original Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided.

SECTION 3.03. Governing Law.

This Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 3.04. Counterparts.

This instrument may be executed in any number of counterparts, each of which, when delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

(Signature Page Follows)

 

4


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered, all as of the day and year first above written.

 

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

/s/ Robert F. Martinovich

Name:   Robert F. Martinovich
Title:   Executive Vice President, Chief Financial Officer and Treasurer
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP
By:   ONEOK ILP GP, L.L.C.,
  its General Partner
By:  

/s/ Robert F. Martinovich

Name:   Robert F. Martinovich
Title:   Executive Vice President, Chief Financial Officer and Treasurer

WELLS FARGO BANK, N.A.,

as Trustee

By:  

/s/ Gregory S. Clarke

Name:   Gregory S. Clarke
Title:   Vice President

Ninth Supplemental Indenture Signature Page


EXHIBIT A

[FORM OF FACE OF NOTE]

[If a Global Security, insert—UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[If a Global Security, insert—TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.]

ONEOK PARTNERS, L.P.

3.375% Senior Note due 2022

 

No.                 U.S.$                     
CUSIP No. 68268NAJ2   

ONEOK PARTNERS, L.P., a Delaware limited partnership (herein called the “Partnership”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to             , or registered assigns, the principal sum of              United States Dollars ($            ) on October 1, 2022, and to pay interest thereon from September 13, 2012, or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually on April 1 and October 1 in each year, commencing on April 1, 2013, at the rate of 3.375% per annum, until the principal hereof is paid or made available for payment and at the same rate per annum on any overdue principal and premium and on any overdue installment of interest. The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Note is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. The interest so payable, and punctually paid or duly provided for, on any interest payment date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the regular record date for such interest, which record date shall be the March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such regular record date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a special record date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in the Indenture.

[If a Global Security, insert—Payment of the principal of (and premium, if any) and any such interest on this Note will be made by transfer of immediately available funds to a bank account in the United States of America designated by the Holder to the Paying Agent in U.S. Dollars.]

 

A-1


[If a definitive Debt Security, insert—Payment of the principal of (and premium, if any) and any such interest on this Note will be made at the office or agency of the Partnership maintained for that purpose in U.S. Dollars or subject to any laws or regulations applicable thereto and to the right of the Partnership (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the offices of                     , and at such other offices or agencies as the Partnership may designate, by U.S. Dollar check drawn on, or transfer to a U.S. Dollar account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 10 days prior to the payment date); provided, however , that payment of interest may be made at the option of the Partnership by U.S. Dollar check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Debt Security Register or by transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable interest payment date).]

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Partnership has caused this instrument to be duly executed.

Dated:                       ,             

 

ONEOK PARTNERS, L.P.
By:   ONEOK Partners GP, L.L.C.
  its General Partner
  By:                                                                          
  Name:
  Title:

 

A-2


TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture.

 

WELLS FARGO BANK, N.A.,
as Trustee
By:  

 

 

Authorized Signatory

 

A-3


[REVERSE OF NOTE]

ONEOK PARTNERS, L.P.

3.375% Senior Note due 2022

This security is one of a duly authorized issue of debt securities of the Partnership (the “Debt Securities”), issued and to be issued in one or more series under an Indenture dated as of September 25, 2006, as amended and supplemented to date, including without limitation by the Ninth Supplemental Indenture thereto, dated as of September 13, 2012 (such Indenture, as so amended and supplemented being referred to herein as the “Indenture”), between the Partnership and Wells Fargo Bank, N.A., as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Partnership, the Trustee and the Holders of the Debt Securities and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Debt Security is one of the series designated on the face hereof. The Debt Securities of this series are referred to herein as the “Notes.”

On or after July 1, 2022 (three months prior to the maturity date of the Notes), the Notes will be subject to redemption at any time at the option of the Partnership, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest thereon to the applicable Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Prior to July 1, 2022, the Notes will be subject to redemption at any time at the option of the Partnership, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments (excluding accrued interest) discounted to the applicable Redemption Date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Comparable Treasury Yield (as defined below), plus 30 basis points, plus, in each case, any accrued and unpaid interest thereon to the applicable Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date).

The present values of the remaining scheduled payments referred to in clause (ii) of the immediately preceding paragraph (the “present values”) will be determined in accordance with generally accepted principles of financial analysis. These present values will be calculated by discounting the amount of each payment of interest or principal from the date that each such payment would have been payable, but for the redemption, to the Redemption Date at a discount rate equal to the Comparable Treasury Yield plus 30 basis points. The present values will be calculated by an independent investment banking institution of national standing appointed by the Partnership. If the Partnership fails to appoint an independent investment banker not less than 30 days prior to the Redemption Date, or if such independent investment banker is unwilling or unable to make the calculation, the calculation will be made by RBS Securities Inc., Mitsubishi UFJ Securities (USA), Inc. and U.S. Bancorp Investments, Inc. If RBS Securities Inc., Mitsubishi UFJ Securities (USA), Inc. and U.S. Bancorp Investments, Inc. are unwilling or unable to make the calculation, the Partnership will appoint an independent investment banking institution of national standing to make the calculation.

For purposes of determining the present values, “Comparable Treasury Yield” means a rate of interest per annum equal to the weekly average yield to maturity of United States Treasury securities that have a constant maturity that corresponds to the remaining term to maturity of the Notes, calculated to the nearest 1/12th of a year. The Comparable Treasury Yield will be determined as of the third business day immediately preceding the applicable Redemption Date, and prior to the Redemption Date the Partnership shall deliver to the Trustee an Officers’ Certificate setting forth the redemption price and showing the calculation thereof in reasonable detail.

The weekly average yields of United States Treasury securities will be determined by reference to the most recent statistical release published by the Federal Reserve Bank of New York and designated “H.15(519) Selected Interest Rates” or any successor release. If the H.15 statistical release sets forth a weekly average yield for United States Treasury securities having a constant maturity that is the same as the remaining term calculated as set forth above, then the Comparable Treasury Yield will be equal to such weekly average yield. In all other cases, the Comparable Treasury Yield will be calculated by interpolation on a straight-line basis between the weekly average yields on the United States Treasury securities that have a constant maturity closest to and greater than the

 

A-4


remaining term and the United States Treasury securities that have a constant maturity closest to and less than the remaining term (in each case as set forth in the H.15 statistical release or any successor release). Any weekly average yields calculated by interpolation will be rounded to the nearest 1/100th of 1%, with any figure of 1/200th of 1% or above being rounded upward. If weekly average yields for United States Treasury securities are not available in the H.15 statistical release or otherwise, then the Comparable Treasury Yield will be calculated by interpolation of comparable rates selected by an independent investment banking institution of national standing selected in the manner described in the second preceding paragraph.

Unless the Partnership defaults in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on this Note or the portions hereof called for redemption.

In the event of redemption of this Note in part only, a new Note or Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for defeasance at any time of (1) the entire indebtedness of this Note or (2) certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Partnership, the Guarantor and the rights of the Holders of the Debt Securities of each series to be affected under the Indenture at any time by the Partnership, the Guarantor and the Trustee with the consent of not less than the Holders of a majority in principal amount of the Outstanding Debt Securities of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Outstanding Debt Securities of each affected series, on behalf of the Holders of all Debt Securities of such series, to waive compliance by the Partnership and the Guarantor with certain provisions of the Indenture. The Indenture permits, with certain exceptions as therein provided, the Holders of a majority in principal amount of Debt Securities of any series then Outstanding to waive past defaults under the Indenture with respect to such series and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and all holders of Notes of which this Note is a predecessor Note, whether or not notation of such consent or waiver is made upon this or any other Note.

As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any action or proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of not less than 25% in aggregate principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default and offered the Trustee reasonable indemnity or security as required by the Trustee and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity or security. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Partnership, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place(s) and rate, and in the currency, herein prescribed.

[If a Global Security, insert—This Global Security or portion hereof may not be exchanged for definitive Debt Securities of this series except in the limited circumstances provided in the Indenture.

The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of definitive Debt Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.]

 

A-5


[If a definitive Debt Security, insert—As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable in the Debt Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Partnership in The City of New York, or, subject to any laws or regulations applicable thereto and to the right of the Partnership (limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the offices of              in the Borough of Manhattan, The City of New York, and at such other offices or agencies as the Partnership may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Partnership and the Debt Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.]

The Notes are issuable only in registered form without coupons in denominations of $2,000 and any whole multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Partnership may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Partnership, the Guarantor, the Trustee and any agent of the Partnership, the Guarantor or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Partnership, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

Obligations of the Partnership and the Guarantor under the Indenture and the Debt Securities thereunder, including this Note, are non-recourse to ONEOK Partners GP, L.L.C. (the “General Partner”) and ONEOK ILP GP, L.L.C. (the “Guarantor General Partner”) and their respective Affiliates (other than the Partnership and the Guarantor), and payable only out of cash flow and assets of the Partnership and the Guarantor. The Trustee, and each Holder of a Debt Security by its acceptance thereof, will be deemed to have agreed in the Indenture that (1) none of the General Partner, the Guarantor General Partner and their respective assets (nor any of their respective Affiliates, other than the Partnership and the Guarantor, or their respective assets) shall be liable for any of the obligations of the Partnership or the Guarantor under the Indenture or such Debt Securities, including this Note, and (2) no director, officer, employee, stockholder or unitholder, as such, of the Partnership, the Guarantor, the Trustee, the General Partner, the Guarantor General Partner or any Affiliate of any of the foregoing entities shall have any personal liability in respect of the obligations of the Partnership or the Guarantor under the Indenture or such Debt Securities by reason of his, her or its status.

This Note shall be governed by and construed in accordance with the laws of the State of New York.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 

A-6


[If a definitive Debt Security, insert as a separate page—

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto              (Please Print or Typewrite Name and Address of Assignee) the within instrument of ONEOK PARTNERS, L.P. and does hereby irrevocably constitute and appoint              Attorney to transfer said instrument on the books of the within-named Partnership, with full power of substitution in the premises.

Please Insert Social Security or

Other Identifying Number of Assignee:

 

 

    

 

Dated:  

 

    

 

       (Signature)

 

Signature Guarantee:   

 

   (Participant in a Recognized Signature
   Guaranty Medallion Program)

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.]

 

A-7


[If a Global Security, insert as a separate page—

SCHEDULE OF INCREASES OR DECREASES

IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:

 

Date of Exchange

   Amount of
Decrease in
Principal
Amount of this
Global  Security
   Amount of
Increase in
Principal Amount
of this
Global Security
   Principal Amount
of this Global
Security following
such decrease
(or increase)
   Signature of
authorized  officer
of Trustee or
Depositary

 

A-8


NOTATION OF GUARANTEE

The Guarantor (which term includes any successor person under the Indenture dated as of September 25, 2006 (as amended and supplemented from time to time, the “ Indenture ”) between ONEOK Partners, L.P., a Delaware limited partnership (the “ Partnership ”), and Wells Fargo Bank, N.A., as trustee (the “ Trustee ”)), has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and all other amounts due and payable under the Indenture and the Notes by the Partnership.

The obligations of the Guarantor to the Holders of Notes and to the Trustee pursuant to the Guarantee are expressly set forth in Article XII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

 

ONEOK PARTNERS INTERMEDIATE LIMITED
PARTNERSHIP
By:   ONEOK ILP GP, L.L.C.,
  its General Partner
By:  
 

 

Name:  

 

Title:  
 

 

 

A-9

Exhibit 5.1

[Fried, Frank, Harris, Shriver & Jacobson LLP Letterhead]

September 13, 2012

ONEOK Partners, L.P.

100 West Fifth Street

Tulsa, OK 74103

 

  RE: Registration Statement on Form S-3, File No. 333-183287 (the “Registration Statement”)

Ladies and Gentlemen:

We have acted as counsel for ONEOK Partners, L.P., a Delaware limited partnership (the “Partnership”), ONEOK Partners GP, L.L.C., a Delaware limited liability company (the “General Partner”), ONEOK Partners Intermediate Limited Partnership, a Delaware limited partnership and wholly owned subsidiary of the Partnership (the “Guarantor”) and ONEOK ILP GP, L.L.C., the general partner of the Guarantor (the “ILP GP”) in connection with the underwritten public offering (the “Offering”) of (i) $400,000,000 aggregate principal amount of 2.000% Senior Notes due 2017 (the “2017 Notes”) of the Partnership and (ii) $900,000,000 aggregate principal amount of 3.375% Senior Notes due 2022 (the “2022 Notes” and, together with the 2017 Notes, the “Notes”). Each of the 2017 Notes and the 2022 Notes will be fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest (the “2017 Guarantee” and the “2022 Guarantee,” respectively, and collectively the “Guarantees”) by the Guarantor. We refer to the Notes and the Guarantees collectively as the “Securities.” The Notes and the Guarantees are to be issued under an Indenture, dated as of September 25, 2006 (the “Base Indenture”), between the Partnership and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as supplemented by the Eighth Supplemental Indenture thereto, dated as of September 13, 2012, among the Partnership, the Guarantor and the Trustee, with respect to the 2017 Notes, and as supplemented by the Ninth Supplemental Indenture thereto, dated as of September 13, 2012, among the Partnership, the Guarantor and the Trustee, with respect to the 2022 Notes (the Base Indenture, as so amended, the “Indenture”). The Securities are being offered and sold by the Partnership in a public offering pursuant to an underwriting agreement dated as of September 10, 2012 by and between the Partnership, the Guarantor, and RBS Securities Inc., Mitsubishi UFJ Securities (USA), Inc. and U.S. Bancorp Investments, Inc., as representatives of the underwriters named therein (the “Underwriting Agreement”). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.


In connection with this opinion, we have (i) investigated such questions of law, (ii) examined the originals or certified, conformed or reproduction copies of such agreements, instruments, documents and records of the Partnership, including the Partnership’s Third Amended and Restated Partnership Agreement, as amended, dated as of September 15, 2006 (the “Partnership Agreement”), the General Partner, the Guarantor, including the Guarantor’s Second Amended and Restated Partnership Agreement, dated as of May 17, 2006, as amended September 15, 2006 (the “ILP Agreement”), and the ILP GP, such certificates of public officials and such other documents, and (iii) received such information from officers and representatives of the Partnership and the General Partner as we have deemed necessary or appropriate for the purposes of this opinion.

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Underwriting Agreement and certificates and oral or written statements and other information of or from public officials, officers or representatives of the Partnership, the General Partner, the Guarantor, the ILP GP and others. We further assume compliance on the part of the Partnership, the General Partner, the Guarantor and the ILP GP and the other parties thereto with their covenants and agreements contained in the Agreements, the Partnership Agreement and the ILP Agreement.

To the extent it may be relevant to the opinions expressed herein, we have assumed that (i) the parties to the Agreements (other than the Partnership, the General Partner, the Guarantor and the ILP GP), who are not natural persons, are validly existing and in good standing under the laws of their respective jurisdictions of organization, (ii) the parties to the Agreements (other than the Partnership, the General Partner, the Guarantor and the ILP GP) have the power and authority to execute and deliver the Agreements, to perform their obligations thereunder and to consummate the transactions contemplated thereby, (iii) the Agreements have been duly authorized, executed and delivered by all of the parties thereto (other than the Partnership, the General Partner, the Guarantor and the ILP GP), and (iv) such parties will comply with all of their obligations under the Agreements and all laws applicable thereto.

Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

 

  (i) The Notes have been duly authorized and executed by the General Partner, on behalf of the Partnership, and issued by the Partnership, and constitute valid and binding obligations of the Partnership, enforceable against the Partnership in accordance with their terms and entitled to the benefits of the Indenture.

 

  (ii) The Guarantees have been duly authorized and executed by the ILP GP, on behalf of the Guarantor, and issued by the Guarantor, and constitute valid and binding obligations of the Guarantor, enforceable against the Guarantor in accordance with their terms and the terms of the Indenture.

 

2


The opinions set forth above are subject to the following qualifications:

(A) We express no opinion as to the legality, validity, binding effect or enforceability of any provision of the Indenture or the Securities:

(i) relating to indemnification, contribution or exculpation;

(ii) (a) containing any purported waiver, release, variation, disclaimer, consent or other agreement of similar effect (all of the foregoing, collectively, a “Waiver”) by the Partnership or the Guarantor under any provision of the Notes or the Indenture to the extent limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty, defense or ground for discharge otherwise existing or occurring as a matter of law (including judicial decisions), except to the extent that such a Waiver is effective under, and is not prohibited by or void or invalid under provisions of applicable law (including judicial decisions); or (b) with respect to any Waiver in the Guarantees insofar as it relates to causes or circumstances that would operate as a discharge or release of, or defense available to, the Guarantors thereunder as a matter of law (including judicial decisions), except to the extent such Waiver is effective under and is not prohibited by or void or invalid under applicable law (including judicial decisions);

(iii) related to (a) forum selection or submission to jurisdiction (including, without limitation, any waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the extent that the legality, validity, binding effect or enforceability of any such provision is to be determined by any court other than a court of the State of New York, or (b) choice of governing law to the extent that the legality, validity, binding effect or enforceability of any such provision is to be determined by any court other than a court of the State of New York or a federal district court sitting in the State of New York and applying the law of the State of New York, in each case applying the choice of law principles of the State of New York;

(iv) specifying that provisions thereof may be waived only in writing, to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created that modifies any provision of such agreement;

(v) purporting to give any person or entity the power to accelerate obligations without any notice to the obligor;

(vi) which may be construed to be in the nature of a penalty; and

 

3


(vii) to the extent that the validity, binding effect or enforceability of any such provision is to be determined by any court other than a court of the State of New York or a federal district court sitting in the State of New York, in each case, applying the choice of law principles of the State of New York.

(B) The opinions expressed above are subject to:

(i) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance and other similar laws (or other related judicial doctrines) now or hereafter in effect relating to or affecting creditors’ rights or remedies generally;

(ii) general principles of equity including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity; and

(iii) the application of any applicable fraudulent conveyance, fraudulent transfer, fraudulent obligation, or preferential transfer law or any law governing the distribution of assets of any person now or hereafter in effect affecting creditors’ rights and remedies generally.

(C) Provisions in the Guarantee and the Indenture that provide that the Guarantors’ liability thereunder shall not be affected by (i) amendments to, or waivers of, provisions of documents governing the guaranteed obligations, (ii) other actions, events or circumstances that make more burdensome or otherwise change the obligations and liabilities of the Guarantor, or (iii) actions or failures to act on the part of the holders or Trustee, might not be enforceable if such amendments, waivers, actions, events, circumstances or failures to act change the essential nature of the terms and conditions of the obligation and guarantee of the Guarantor under the Indenture.

(D) We have assumed that consideration that is fair and sufficient to support the agreements of the Guarantor under its Guarantees, Article XII of the Base Indenture, Section 2.06 of the Eighth Supplemental Indenture and Section 2.06 of the Ninth Supplemental Indenture under the Indenture has been, and would be deemed by a court of competent jurisdiction to have been, duly received by the Guarantor.

The opinions expressed herein are limited to the laws of the State of New York and, to the extent relevant, the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, each as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein. The opinions expressed herein are limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. The opinions expressed herein are given as of the date hereof, and we undertake no obligation to supplement this letter if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinions expressed herein or for any other reason.

 

4


We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be incorporated by reference into the Registration Statement and to the reference to this firm under the caption “Legal matters” in the prospectus that is included in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

 

Very truly yours,
/s/ Fried, Frank, Harris, Shriver & Jacobson LLP
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

 

5

Exhibit 99.1

 

LOGO

News Release

ONEOK Partners Announces $1.3 Billion Notes Offering

TULSA, Okla., Sept. 10, 2012 /PRNewswire/ — ONEOK Partners, L.P. (NYSE: OKS) today announced that it has priced an offering to sell $1.3 billion of senior notes, consisting of $400 million of five-year senior notes at a coupon of 2.0 percent and $900 million of 10-year senior notes at a coupon of 3.375 percent. The notes will be issued under the partnership’s existing shelf registration statement previously filed with the Securities and Exchange Commission.

The net proceeds, after deducting underwriting discounts and commissions, are expected to be $1.29 billion. ONEOK Partners expects to use the proceeds to repay amounts outstanding under its $1.2 billion commercial paper program and for general partnership purposes, including but not limited to capital expenditures.

The joint book-running managers for the offering are RBS Securities Inc., Mitsubishi UFJ Securities (USA), Inc. and U.S. Bancorp Investments, Inc. ONEOK Partners expects the notes offering to close on Sept. 13, 2012.

This news release is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

A registration statement relating to the notes was previously filed with, and became effective under the rules of, the Securities and Exchange Commission. ONEOK Partnersoffered the notes to the public by means of a prospectus and prospectus supplement, which are part of the registration statement.

A copy of the prospectus and prospectus supplement may be obtained by contacting the joint book-running managers as follows:

RBS Securities Inc.

600 Washington Boulevard

Stamford, CT 06901

Attention: Debt Capital Markets Syndicate

Toll-free: 1-866-884-2071

Mitsubishi UFJ Securities (USA), Inc.

1633 Broadway, 29th Floor

New York, NY 10019

Attention: Capital Markets Group

Toll-free: 1-877-649-6848

U.S. Bancorp Investments, Inc.

214 N. Tryon St. 26th Floor

EX-NC-WSTC

Charlotte, North Carolina 28202

Attention: Debt Capital Markets

Toll-free: 1-877-558-2607


ONEOK Partners, L.P. (pronounced ONE-OAK) (NYSE: OKS) is one of the largest publicly traded master limited partnerships, and is a leader in the gathering, processing, storage and transportation of natural gas in the U.S. and owns one of the nation’s premier natural gas liquids (NGL) systems, connecting NGL supply in the Mid-Continent and Rocky Mountain regions with key market centers. Its general partner is a wholly owned subsidiary of ONEOK, Inc. (NYSE: OKE), a diversified energy company, which owns 43.4 percent of the overall partnership interest. ONEOK is one of the largest natural gas distributors in the United States, and its energy services operation focuses primarily on marketing natural gas and related services throughout the U.S.

Some of the statements contained and incorporated in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Exchange Act, as amended. The forward-looking statements relate to our anticipated financial performance, liquidity, management’s plans and objectives for our future operations, our business prospects, the outcome of regulatory and legal proceedings, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.

Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this news release identified by words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “should,” “goal,” “forecast,” “guidance,” “could,” “may,” “continue,” “might,” “potential,” “scheduled” and other words and terms of similar meaning.

One should not place undue reliance on forward-looking statements, which are applicable only as of the date of this news release. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, markets, products, services and prices.

Other factors could also have material adverse effects on our future results. These and other risks are described in greater detail in Part I, Item 1A, Risk Factors, in the Annual Report. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise.

 

Analyst Contact:    Andrew Ziola
   918-588-7163
Media Contact:    Megan Washbourne
   918-588-7572

SOURCE ONEOK Partners, L.P.