Limited Partnership Interest Contribution Agreement

Exhibit 10.32 CONTRIBUTION AGREEMENT

by and among

ONEOK, INC.

NORTHERN BORDER PARTNERS, L.P.

and

NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP

February 14, 2006

TABLE OF CONTENTS


SECTION 1. CONTRIBUTION 1

1.1

Contribution to Northern Border 1

1.2

Issuance of the Units 2

1.3

The Closing 2

1.4

GP Contribution and Dropdown To NBILP 3

1.5

Working Capital Adjustment 3

SECTION 2. REPRESENTATIONS AND WARRANTIES OF ONEOK 5

2.1

Organization and Authority of ONEOK 5

2.2

Organization, Authority and Qualification of the Entities 6

2.3

Capital of Companies; Beneficial Ownership 6

2.4

Subsidiaries 7

2.5

Financial Statements 7

2.6

Taxes 8

2.7

Absence of Certain Changes 9

2.8

Ordinary Course 10

2.9

Intellectual Property 10

2.10

Contracts 11

2.11

Compliance 12

2.12

Litigation 12

2.13

Insurance 12

2.14

Related Transactions 13

2.15

Employee Benefit Matters 13

2.16

Environmental Matters 14

2.17

Securities Act 14

2.18

Regulatory Matters 15

2.19

Operating Assets 15

2.20

Brokers' Fees 16

2.21

Books and Records 16

2.22

Indebtedness 16

2.23

Disclaimer 16

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE NBP PARTNERSHIPS 17

3.1

Organization and Authority of the NBP Partnerships 17

3.2

Capitalization 18

3.3

Litigation 19

3.4

Compliance 19

3.5

Employee Matters 19

3.6

Environmental Matters 20

3.7

Absence of Certain Changes 21

3.8

Securities Act 21

3.9

SEC Filings 21

3.10

Brokers' Fees 22

3.11

Opinion of Financial Adviser 22

3.12

Registration Rights 22

3.13

Disclaimer 22

SECTION 4. COVENANTS OF ONEOK 23

4.1

Conduct of the Entities 23

4.2

Cash Management 25

SECTION 5. COVENANTS OF THE NBP PARTNERSHIPS 25

5.1

Books and Records 25

5.2

Approval of Issuance of Common Units Upon Conversion Units 26

SECTION 6. COVENANTS OF ONEOK AND THE NBP PARTNERSHIPS 26

6.1

Access to Information 26

6.2

Commercially Reasonable Efforts 27

6.3

Regulatory and Other Authorizations; Notices and Consents 27

6.4

Public Announcements 28

6.5

Notices of Certain Events 29

6.6

Entity Guarantees 29

6.7

Intercompany Accounts 29

6.8

Shared Contracts and Drop-Down Contracts 29

6.9

ONEOK Marks 30

6.10

Indebtedness for Borrowed Money 31

6.11

Conversion Transactions 31

6.12

Interim Financial Statements 31

6.13

Cooperation Regarding Audits 31

6.14

Insurance Matters 32

SECTION 7. CONDITIONS TO CLOSING 32

7.1

Conditions to the Obligations of ONEOK 32

7.2

Conditions to the Obligations of the NBP Partnerships 34

SECTION 8. TERMINATION OF AGREEMENT; RIGHTS TO PROCEED 36

8.1

Termination 36

8.2

Effect of Termination 37

SECTION 9. INDEMNIFICATION 37

9.1

Survival of Representations and Warranties, Etc 37

9.2

Indemnification 37

9.3

Threshold; Cap 39

9.4

Exclusive Remedy; Sole Recourse 40

9.5

No Contribution 40

9.6

Setoff 40

9.7

Third Party Claims 40

SECTION 10. TAX MATTERS 41

10.1

Retention of Records 41

10.2

Cooperation 41


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10.3

Transfer Taxes 42

10.4

Tax Returns 42

10.5

Allocation of Taxes 43

10.6

Tax Indemnity 45

10.7

Contests 46

10.8

Amended Tax Returns 47

10.9

Miscellaneous 47

10.10

Allocation of Value among the Contributed Entities; Book Ups 47

SECTION 11. MISCELLANEOUS 48

11.1

Fees and Expenses 48

11.2

Governing Law 48

11.3

Notices 48

11.4

Entire Agreement 50

11.5

Assignability; Binding Effect 50

11.6

Captions and Gender 50

11.7

Execution in Counterparts 50

11.8

Amendments 50

11.9

Publicity and Disclosures 50

11.10

Severability 51

11.11

Waiver of Jury Trial 51

11.12

Arbitration 51

11.13

Time of the Essence 51

11.14

Remedies Cumulative; Specific Performance 51

11.15

Further Assurances 52

11.16

Third Party Beneficiaries 52

11.17

Audit Committee Authority 52

11.18

Certain Definitions 52

11.19

Other Defined Terms 60


Exhibit A Companies/Company Subsidiaries

Exhibit B Form of Amendment

Exhibit C ONEOK Guaranty Agreement

Exhibit D Target Working Capital

Exhibit E Services Agreement


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CONTRIBUTION AGREEMENT

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

W I T N E S S E T H

WHEREAS , ONEOK owns all of the issued and outstanding Equity Interests (the " Shares" ) of each of the Persons listed on Exhibit A hereto under the heading " Companies" (the " Companies" , and each, individually, a " Company" ); WHEREAS , the Companies and their Subsidiaries, all of which are listed on Exhibit A under the heading " Company Subsidiaries" , own and operate natural gas gathering, processing, fractionating, transportation, storage, pipelines and natural gas liquids assets located in Kansas, Oklahoma and Texas (the " Business" ); and WHEREAS , ONEOK wishes to contribute the Shares to the NBP Partnerships and the NBP Partnerships wish to accept the contribution of the Shares, upon the terms and conditions set forth herein.

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

SECTION 1. CONTRIBUTION

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

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

1.3 The Closing .

(a) Subject to the provisions of Section 8, the closing of the transactions contemplated by this Agreement (the " Closing" ) shall take place at the offices of Gable & Gotwals, 100 W. 5 th Street, Tulsa, OK 74103, commencing at 10:00 a.m. local time on the first business day of the calendar month immediately following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the Parties shall take at the Closing itself, including without limitation, conditions in Section 7.1(h) and 7.2(h) herein) or such other date as Northern Border and ONEOK may mutually determine (the " Closing Date" ). (b) At the Closing, ONEOK will deliver the following documents and deliverables to Northern Border: (i) Good and sufficient instruments of transfer transferring all of the Shares to Northern Border free and clear of all Liens other than transfer restrictions imposed by applicable securities laws;

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

(iii) A certificate certifying that the transactions contemplated hereby are exempt from withholding under Code Section 1445 executed in accordance with the requirements of the Treasury regulations promulgated thereunder; (iv) Resignations of the officers, directors and managers identified prior to Closing by Northern Border; (v) An executed copy of a Guaranty substantially in the form attached hereto as Exhibit C (the " ONEOK Guaranty Agreement" );

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

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


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

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

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

(ii) An executed copy of the Services Agreement;

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

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

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

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

1.4 GP Contribution and Dropdown To NBILP . At the Closing and immediately following the contribution set forth in Section 1.1, (i) Northern Border shall deliver to NBILP good and sufficient instruments of transfer transferring the NBP Shares and the NBP GP Shares to NBILP, and (ii) ONEOK shall cause the Contributing NBP General Partners to deliver to NBILP good and sufficient instruments of transfer transferring the NBILP GP Shares to NBILP. Such instruments of transfer shall effectively vest in NBILP good and marketable title to the Shares free and clear of all Liens other than transfer restrictions imposed by applicable securities laws. The contribution of the NBILP GP Shares by the Contributing NBP General Partners will be made in order to comply with the NBP General Partners' obligations to maintain general partner capital accounts in accordance with Section 4.2 of the Amended and Restated Agreement of Limited Partnership of NBILP, dated as of October 1, 1993 (the " NBILP Partnership Agreement" ) and NBILP acknowledges that the contribution of the NBILP GP Shares by the Contributing NBP General Partners is sufficient to maintain the aggregate general partner capital accounts in NBILP required by Section 4.2 of the NBILP Partnership Agreement.

1.5 Working Capital Adjustment .

(a) As soon as practicable, but in no event later than 60 days following the Closing, ONEOK shall prepare and deliver to Northern Border a calculation (the " Closing Working Capital Statement" ) of the Net Working Capital of the Entities, on a consolidated basis,


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as of the close of business on the last day of the month immediately preceding the Closing Date (the " Closing Working Capital" ). The Closing Working Capital Statement shall be prepared in accordance with the principles set forth in the definition of Net Working Capital.

(b) ONEOK shall deliver a copy of the Closing Working Capital Statement to Northern Border promptly after it has been prepared. After receipt of the Closing Working Capital Statement, Northern Border shall have 30 days to review the Closing Working Capital Statement, together with the work papers used in the preparation thereof. ONEOK shall (i) provide Northern Border and its Representatives reasonable access during normal business hours to all relevant personnel, work papers, trial balances and other financial information to the extent necessary or useful to complete their review of the Closing Working Capital Statement, and (ii) cooperate with Northern Border' s and its Representatives' reasonable requests with respect to the review of the Closing Working Capital Statement, including by providing on a timely basis all information necessary or useful in reviewing the Closing Working Capital Statement. Unless Northern Border delivers written notice to ONEOK on or prior to the 30th day after Northern Border' s receipt of the Closing Working Capital Statement specifying in reasonable detail the amount, nature and basis of all disputed items, Northern Border shall be deemed to have accepted and agreed to the calculation of the Closing Working Capital. If Northern Border (or one of its Representatives) notifies ONEOK of an objection to the calculation of the Closing Working Capital, ONEOK and Northern Border shall, within 20 days (or such longer period as the Parties may agree in writing) following such notice (the " Resolution Period" ), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive (other than as a result of manifest error or fraud).

(c) If, at the conclusion of the Resolution Period, there are any amounts remaining in dispute, then such amounts remaining in dispute shall be submitted to a nationally recognized public accounting firm agreed by Northern Border and ONEOK (the " Neutral Auditors" ). Northern Border and ONEOK shall execute, if requested by the Neutral Auditors, a reasonable engagement letter, including customary indemnities. The Neutral Auditors shall act as an arbitrator to determine, based solely on the provisions of this Section 1.5(c) and the presentations by ONEOK and Northern Border, and not by independent review, only those issues still in dispute. The Neutral Auditors' determination shall be made within 30 days of the dispute being submitted for their determination, shall be set forth in a written statement delivered to ONEOK and Northern Border and shall be final, non-appealable and binding on the Parties hereto, absent manifest error or fraud. A judgment of a court of competent jurisdiction may be entered upon the Neutral Auditors' determination. The Neutral Auditors shall have exclusive jurisdiction over, and resort to the Neutral Auditors as provided in this Section 1.5(c) shall be the only recourse and remedy of the Parties against one another with respect to, any disputes arising out of or relating to the adjustments pursuant to this Section 1.5(c). The fees, costs and expenses of the Neutral Auditors shall be borne by Northern Border, on the one hand, and by ONEOK, on the other, based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Northern Border claims that the Closing Working Capital is $1,000 less than the amount determined by ONEOK, and ONEOK contests only $500 of the amount claimed by Northern Border, and if the Neutral Auditors ultimately resolve the dispute by awarding Northern Border $300 of the $500 contested, then the costs and expenses of the Neutral Auditors will be allocated 60% (i.e., 300 f7 500) to ONEOK and 40% (i.e., 200 f7 500) to Northern Border. The term " Final Closing


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Working Capital" shall mean the definitive Closing Working Capital agreed to (or deemed to be agreed to) by Northern Border and ONEOK in accordance with Section 1.5(b) hereof or resulting from the determinations made by the Neutral Auditors in accordance with this Section 1.5(c) (in addition to those items theretofore agreed to by ONEOK and Northern Border). (d) In the event the Final Closing Working Capital (i) exceeds the Target Working Capital, Northern Border shall pay the excess in cash to ONEOK; or (ii) is less than the Target Working Capital, ONEOK shall pay the difference in cash to Northern Border (the payments contemplated by this Section 1.5(d) are referred to as the " Net Working Capital Adjustment" ).

All payments made pursuant to this Section 1.5 shall be made by wire transfer of immediately available funds within five (5) days of the determination of the Final Closing Working Capital to an account designated in writing by the applicable Party. SECTION 2. REPRESENTATIONS AND WARRANTIES OF ONEOK

Except as set forth in the disclosure schedules delivered by ONEOK (the " ONEOK Disclosure Schedules" ) to Northern Border on the date hereof (it being agreed that any matter disclosed in a particular Schedule of the Disclosure Schedules delivered by ONEOK shall be deemed to have been disclosed with respect to any other Sections of this Agreement to the extent that the relevance of such matter to such other Section is readily apparent from the information disclosed), ONEOK represents and warrants to Northern Border that the statements contained in this Section 2 are true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing, except in each case to the extent that such statements are expressly made only as of a specified date, in which case ONEOK represents and warrants that such statements are true, correct and complete as of such specified date. 2.1 Organization and Authority of ONEOK . (a) ONEOK is a corporation duly incorporated, validly existing and in good standing under the laws of Oklahoma. (b) ONEOK has all requisite right, authority and power to enter into this Agreement and each Related Agreement to be executed and delivered by ONEOK and to carry out the transactions contemplated hereby and thereby.

(c) The execution, delivery and performance by ONEOK of this Agreement and each Related Agreement have been duly authorized by all necessary action of ONEOK and no other action on the part of ONEOK is required in connection therewith. (d) This Agreement and each Related Agreement to be executed and delivered by ONEOK constitutes, or when executed and delivered will constitute, valid and binding obligations of ONEOK enforceable in accordance with their respective terms, except as such


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enforceability may be limited by bankruptcy, insolvency or other similar laws from time to time in effect which affect the enforcement of creditors' rights generally.

(e) The execution, delivery and performance by ONEOK of this Agreement and each Related Agreement to be executed and delivered by ONEOK, with or without the giving of notice or the passage of time, or both:

(i) do not and will not conflict with or violate any provision of the organizational documents of ONEOK or any Entity;

(ii) do not and will not conflict with or violate any Legal Requirements applicable to ONEOK or any of the Entities, or, except as set forth in Schedule 2.1(e)(ii) and any filings required to be made under the HSR Act, require ONEOK or any Entity to obtain any approval, consent or waiver of, or make any filing with, any Governmental Authority that has not been obtained or made;

(iii) do not and will not require the consent, approval or waiver of any Person (other than any Governmental Authority), except as set forth in Schedule 2.1(e)(iii) , or except for any such consents, approvals or waivers as have been obtained or the failure of which to be obtained would not, individually or in the aggregate, have a Material Adverse Effect; and

(iv) does not and will not breach any Material Contract or result in or permit the termination of any such Material Contract.

2.2 Organization, Authority and Qualification of the Entities . Each Company and each Subsidiary thereof (each, a " Company Subsidiary" and, together with the Companies, each an " Entity" and, collectively, the " Entities" ) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, as set forth on Exhibit A , and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted. Each Entity is duly licensed or qualified to do business and is in good standing (to the extent applicable) in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a Material Adverse Effect. All material actions taken by the Entities have been duly authorized, and no Entity has taken any action that in any material respect conflicts with, constitutes a material default under or results in a material violation of the organizational documents of such Entities. True and correct copies of the organizational documents of each Entity, each as in effect on the date hereof, have previously been made available to Northern Border. 2.3 Capital of Companies; Beneficial Ownership . (a) All of the issued and outstanding shares of capital stock of each of the Companies that is a corporation are validly issued, fully paid and nonassessable and are owned beneficially and of record, directly or indirectly, by ONEOK, and all of the limited liability company interests in each of the Companies that is a limited liability company are validly issued, fully paid and nonassessable and are owned beneficially and of record, directly or indirectly, by ONEOK, in each case free and clear of all Liens.


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(b) There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class or limited liability company interests, as the case may be, of any Company which would entitle the holders thereof to an interest in or rights in respect of that Company, and there are no agreements of any kind that may obligate ONEOK or any of its Affiliates (including the Companies) to sell, issue, purchase, redeem or otherwise transfer any Shares to any Person. There are no voting agreements, proxies or other similar agreements or understandings with respect to the Shares.

2.4 Subsidiaries .

(a) Exhibit A lists, for each Company Subsidiary, its name, type of entity, jurisdiction of its incorporation, formation or organization and the percentage Equity Interest owned by a Company. Except as set forth in Schedule 2.4(a) , the Companies own, directly or indirectly, all of the issued and outstanding Equity Interests of each Company Subsidiary, free and clear of all Liens other than transfer restrictions imposed by applicable securities laws, and the owner beneficially and of record of each Company Subsidiary is either a Company or a Company Subsidiary, as applicable, and all Equity Interests of each Company Subsidiary are validly issued, fully paid and nonassessable. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Equity Interests of the Company Subsidiaries or that may obligate the Company Subsidiaries to issue or sell any Equity Interests of any Company Subsidiary, and there are no agreements of any kind that may obligate any Company to sell, issue, purchase, redeem or otherwise transfer any Equity Interests in any Company Subsidiary to any Person. There are no voting agreements, proxies or other similar agreements or understandings with respect to the Equity Interests of the Company Subsidiaries.

(b) Other than the Company Subsidiaries, no Entity owns any Equity Interest in any Person except as set forth in Schedule 2.4(b) . The Entities own, directly or indirectly, 50% of the outstanding Equity Interests in Fox Plant, L.L.C. and 10.1765% of the Equity Interests in Venice Energy Services Company, L.L.C., in each case free and clear of all Liens, other than transfer restrictions imposed by applicable securities laws.

2.5 Financial Statements .

(a) ONEOK has delivered to Northern Border true, correct and complete copies of a consolidated unaudited balance sheet of the Entities (the " Balance Sheet" ) as of December 31, 2005 (the " Balance Sheet Date" ) and an unaudited statement of income of the Acquired Entities for the 12 months then ended (together, the " Financial Statements" ) copies of which are attached hereto as Schedule 2.5(a) . The long-term Indebtedness listed in the Financial Statements under the caption " Long-term Debt, excluding current maturities" is all owed to ONEOK or its Affiliates.

(b) Except (i) to the extent set forth in or reserved against in the Balance Sheet or as identified in Schedule 2.5(b) hereto, (ii) for current liabilities (determined in accordance with GAAP) incurred in the ordinary course of business consistent with past practices since the Balance Sheet Date, and (iii) for immaterial Liabilities, none of the Entities has any Liabilities of


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the type that would be required to be disclosed on a balance sheet of that Entit ...