ISSUING AND PAYING AGENCY AGREEMENTIssuing 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.
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENOGEX LLCLimited 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.”
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 LLCContribution, 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.”
FORM OF SECOND AMENDED AND RESTATED REVOLVING CREDIT AND INVESTMENT AGREEMENTCredit 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”).
