OGE Enogex Partners L.P. Sample Contracts

FORM OF CREDIT AGREEMENT DATED AS OF JANUARY , 2008 AMONG ENOGEX LLC, THE LENDERS, WACHOVIA BANK, NATIONAL ASSOCIATION AS ADMINISTRATIVE AGENT AND THE ROYAL BANK OF SCOTLAND PLC AS SYNDICATION AGENT AND JP MORGAN CHASE BANK, N.A., MIZUHO CORPORATE...
Credit Agreement • January 15th, 2008 • OGE Enogex Partners L.P. • Natural gas transmission • New York

This Credit Agreement, dated as of January , 2008, is among Enogex LLC, a Delaware limited liability company, the Lenders, Wachovia Bank, National Association, a national banking association, as Administrative Agent, and The Royal Bank of Scotland plc, as Syndication Agent.

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ISSUING AND PAYING AGENCY AGREEMENT
Issuing and Paying Agency Agreement • March 20th, 2008 • OGE Enogex Partners L.P. • Natural gas transmission • New York

THIS AGREEMENT, dated as of January 1, 2000 (the “Agreement”), is by and between ENOGEX INC., a corporation organized under the laws of the State of Oklahoma (the “Issuer”), and THE BANK OF NEW YORK, a New York banking corporation, as issuing and paying agent (the “Issuing Agent”). Terms used and not defined herein but defined in the Notes (as hereinafter defined) have the meanings set forth in the Notes.

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FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENOGEX LLC
Limited Liability Company Agreement • March 20th, 2008 • OGE Enogex Partners L.P. • Natural gas transmission • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENOGEX LLC, dated and effective as of [ ], 2008 is entered into by and between ENOGEX OPERATING LLC, a Delaware limited liability company (“Enogex Operating”), and OGE ENOGEX HOLDINGS LLC, a Delaware limited liability company (“OGE Enogex Holdings”). Enogex Operating and OGE Enogex Holdings are sometimes hereinafter referred to collectively as the “Members” and individually as a “Member.”

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
Contribution, Conveyance and Assumption Agreement • November 29th, 2007 • OGE Enogex Partners L.P. • Natural gas transmission

THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT ("Agreement") is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among OGE Energy Corp., an Oklahoma corporation ("OGE Energy"), OGE Enogex Holdings LLC, a Delaware limited liability company ("OGE Enogex Holdings"), OGE Enogex GP LLC, a Delaware limited liability company (the "General Partner"), Enogex Operating LLC, a Delaware limited liability company ("Enogex Operating"), OGE Enogex Partners L.P., a Delaware limited partnership (the "Partnership"), and Enogex LLC, a Delaware limited liability company ("Enogex"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties."

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FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT among OGE ENERGY CORP., OGE ENOGEX HOLDINGS LLC, OGE ENOGEX GP LLC, ENOGEX OPERATING LLC, OGE ENOGEX PARTNERS L.P. and ENOGEX LLC
Contribution, Conveyance and Assumption Agreement • March 20th, 2008 • OGE Enogex Partners L.P. • Natural gas transmission

THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among OGE Energy Corp., an Oklahoma corporation (“OGE Energy”), OGE Enogex Holdings LLC, a Delaware limited liability company (“OGE Enogex Holdings”), OGE Enogex GP LLC, a Delaware limited liability company (the “General Partner”), Enogex Operating LLC, a Delaware limited liability company (“Enogex Operating”), OGE Enogex Partners L.P., a Delaware limited partnership (the “Partnership”), and Enogex LLC, a Delaware limited liability company (“Enogex LLC”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

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Firm Transportation Service Agreement Rate Schedule FT between Cheyenne Plains Gas Pipeline Company, L.L.C. and OGE Energy Resources, Inc. Dated: April 14, 2004, amended and restated as of: March 1, 2007
Firm Transportation Service Agreement • June 27th, 2007 • OGE Enogex Partners L.P. • Colorado
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Form of Marketing and Administrative Services Agreement
Marketing and Administrative Services Agreement • January 15th, 2008 • OGE Enogex Partners L.P. • Natural gas transmission

This Marketing and Administrative Services Agreement (“Agreement”) is effective as of [ ], 2008 (“Effective Date”) between OGE Energy Resources, Inc., an Oklahoma corporation (“OERI”), and Enogex Inc., an Oklahoma corporation (“Enogex”).

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LIMITED LIABILITY COMPANY AGREEMENT OF OGE ENOGEX GP LLC dated as of May 31, 2007
Limited Liability Company Agreement • June 27th, 2007 • OGE Enogex Partners L.P. • Delaware

THIS is the Limited Liability Company Agreement (the "Agreement"), dated as of May 31, 2007, made by OGE Enogex Holdings LLC, a Delaware limited liability company, as the sole and original member of OGE Enogex GP LLC (the "Company"). Terms that are capitalized and not otherwise defined have the meanings set forth in Article II of this Agreement.

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UNDERWRITING AGREEMENT
Underwriting Agreement • January 15th, 2008 • OGE Enogex Partners L.P. • Natural gas transmission • New York

OGE Enogex Partners L.P., a Delaware limited partnership (the "Partnership"), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the "Underwriters"), for whom UBS Securities LLC ("UBS") and Lehman Brothers Inc. ("Lehman") are acting as representatives (the "Representatives"), an aggregate of [7,500,000] common units (the "Firm Units") representing limited partner interests in the Partnership. Units representing limited partner interests in the Partnership, including, without limitation, any common units ("Common Units") or subordinated units ("Subordinated Units"), together with any units representing the 2% general partner interest in the Partnership, are collectively referred to herein as the "Partnership Units." In addition, solely for the purpose of covering over-allotments, the Partnership proposes to grant to the Underwriters the option to purchase from the Partnership up to an additional [1,125,000] Common Units (the "Additional Units"). The Firm

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OMNIBUS AGREEMENT
Omnibus Agreement • November 29th, 2007 • OGE Enogex Partners L.P. • Natural gas transmission

THIS OMNIBUS AGREEMENT ("Agreement") is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among OGE Energy Corp., an Oklahoma corporation ("OGE Energy"), OGE Enogex Holdings LLC, a Delaware limited liability company ("OGE Enogex Holdings"), OGE Enogex GP LLC, a Delaware limited liability company (the "General Partner"), OGE Enogex Partners L.P., a Delaware limited partnership (the "Partnership"), Enogex Operating LLC, a Delaware limited liability company ("Enogex Operating"), and Enogex LLC, a Delaware limited liability company ("Enogex"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties."

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FORM OF SECOND AMENDED AND RESTATED REVOLVING CREDIT AND INVESTMENT AGREEMENT
Revolving Credit and Investment Agreement • January 15th, 2008 • OGE Enogex Partners L.P. • Natural gas transmission • Oklahoma

This Second Amended and Restated Revolving Credit and Investment Agreement ("Agreement") dated as of January [ ], 2008 between OGE Energy Corp., an Oklahoma corporation ("OGE Energy Corp." or "Lender"), and Enogex LLC, a Delaware limited liability company ("Enogex" or "Borrower").

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Firm Transportation Service Agreement Rate Schedule FT between Cheyenne Plains Gas Pipeline Company, L.L.C. and OGE Energy Resources, Inc. Dated: April 14, 2004, amended and restated as of: April 1, 2006
Firm Transportation Service Agreement • June 27th, 2007 • OGE Enogex Partners L.P. • Colorado
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FORM OF SECOND AMENDED AND RESTATED REVOLVING CREDIT AND INVESTMENT AGREEMENT
Revolving Credit and Investment Agreement • March 20th, 2008 • OGE Enogex Partners L.P. • Natural gas transmission • Oklahoma

This Second Amended and Restated Revolving Credit and Investment Agreement (“Agreement”) dated as of [ ], 2008 between OGE Energy Corp., an Oklahoma corporation (“OGE Energy Corp.” or “Lender”), and Enogex LLC, a Delaware limited liability company (“Enogex” or “Borrower”).

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FORM OF EXECUTIVE RETENTION AGREEMENT—2007
Executive Retention Agreement • June 27th, 2007 • OGE Enogex Partners L.P. • Oklahoma

This Executive Retention Agreement ("Agreement") is made and entered into between Enogex Inc., an Oklahoma corporation ("Enogex"), and ("Executive").

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