ONEOK Affiliate Announces Joint Venture With Williams to Build Rocky Mountain Natural Gas Liquids Pipeline

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May 3, 2006

An affiliate of ONEOK, Inc. (NYSE: OKE), Northern Border Partners, L.P. (NYSE: NBP), announced today that one of its subsidiaries has entered into an agreement with a subsidiary of Williams (NYSE: WMB) to form a joint venture called Overland Pass Pipeline Company, LLC.

The joint-venture company will build a 750-mile natural gas liquids (NGL) pipeline from Opal, Wyo., in the southwestern part of the state, to the mid- continent natural gas liquids market center in Conway, Kan., one of the nation's primary NGL distribution and storage hubs. The pipeline will be designed to transport 110,000 barrels per day of natural gas liquids. Additional pump facilities would increase the capacity to 150,000 barrels per day.

Initially, Northern Border Partners will own 99 percent of the joint venture and Williams will own the remaining 1 percent, with Williams having the option to increase its ownership to 50 percent and become operator within two years of the pipeline becoming operational. Northern Border Partners will manage the construction project and be operator of the pipeline.

Construction of the 14- and 16-inch pipeline is expected to begin in the summer of 2007, with start-up scheduled for early 2008. The pipeline project is estimated to cost approximately $450 million. In addition, Northern Border Partners plans to invest approximately $160 million to expand its existing fractionation capabilities and the capacity of its natural gas liquids distribution pipelines. Financing for both projects may include a combination of short- or long-term debt or equity.

"The pipeline will link the high-growth NGL production area in the Rocky Mountain region to fractionation facilities at Bushton and Conway," said John W. Gibson, Northern Border Partners president and chief operating officer. "The existing infrastructure serving the region is reaching capacity, which makes construction of a new, more energy-efficient pipeline necessary to meet the growing demand for NGL transportation and fractionation."

As part of a long-term agreement, Williams will dedicate its NGL production from two of its gas processing plants in Wyoming to the joint- venture company. Subsidiaries of Northern Border Partners will provide downstream fractionation and transportation services. An expansion already is underway at one of Williams' Wyoming plants.

"Dedication of the Williams production and the potential to add barrels from other NGL producers in the Rocky Mountain region make this an attractive investment," Gibson added. "The Overland Pass Pipeline provides Rocky Mountain NGL producers with a viable and economical alternative to deliver NGLs to market. It will also increase the fee-based revenues of Northern Border Partners' natural gas liquids and pipelines and storage segments." Total annual operating income from the project is expected to be $63 million, with annual depreciation cost of $20 million.

Natural gas liquids are produced by processing raw natural gas gathered from gas producers at the well head. Once produced, the liquids must be transported to fractionators where they are separated into purity products, such as ethane, propane, butane and natural gasoline, which are used in the petrochemical, petroleum refining and agricultural industries.

The proposed pipeline route will traverse 23 counties in three states: five each in Wyoming and Colorado, and 13 in Kansas. Because the pipeline route spans from higher to lower elevations, the pipeline will require fewer pump stations to move the NGLs, thereby minimizing operating costs. The pipeline will be designed, constructed and operated using proven technology, advanced pipeline control systems and continuous safety monitoring.

The project requires the approval of various state and federal regulatory agencies and governments.

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