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Exhibit 10.12  


FORM OF

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENOGEX LLC  







 
  
 

    TABLE OF CONTENTS    
    



	 
	 	 
	 	Page

	ARTICLE 1.	 	DEFINITIONS	 	2
	 	  1.1	 	Definitions	 	4
	 	  1.2	 	Construction	 	4
	ARTICLE 2.	 	ORGANIZATION	 	4
	 	  2.1	 	Name; Formation	 	4
	 	  2.2	 	Term	 	4
	 	  2.3	 	Principal Place of Business, Office and Agent	 	5
	 	  2.4	 	Purpose of the Company; Business	 	5
	 	  2.5	 	Powers of the Company	 	5
	 	  2.6	 	Fictitious Business Name Statement; Other Certificates	 	5
	 	  2.7	 	No Partnership Intended	 	5
	ARTICLE 3.	 	MATTERS RELATING TO MEMBERS	 	5
	 	  3.1	 	Class of Membership Interests	 	5
	 	  3.2	 	Names, Addresses and Sharing Ratios	 	5
	 	  3.3	 	Creation of Additional Membership Interest	 	5
	 	  3.4	 	Certificates for Membership Interests	 	6
	 	  3.5	 	Loans and Capital Contributions by Members	 	6
	 	  3.6	 	No Liability of Members.	 	6
	ARTICLE 4.	 	CAPITAL CONTRIBUTIONS	 	7
	 	  4.1	 	Initial Capital Contributions	 	7
	 	  4.2	 	Return of Contributions	 	7
	 	  4.3	 	Capital Accounts	 	7
	ARTICLE 5.	 	ALLOCATIONS AND DISTRIBUTIONS	 	8
	 	  5.1	 	Allocations	 	8
	 	  5.2	 	Distributions.	 	9
	ARTICLE 6.	 	RIGHTS AND OBLIGATIONS OF MEMBERS	 	10
	 	  6.1	 	Meetings of Members; Written Consents	 	10
	 	  6.2	 	Priority and Return of Capital	 	10
	 	  6.3	 	Competition	 	10
	 	  6.4	 	Admission of Additional Members	 	10
	ARTICLE 7.	 	MANAGEMENT AND CONTROL	 	10
	 	  7.1	 	Delegation to Managing Member	 	10
	 	  7.2	 	Authority of the Managing Member	 	10
	 	  7.3	 	Officers	 	12
	 	  7.4	 	Duties of Officers	 	12
	 	  7.5	 	Indemnification.	 	13
	 	  7.6	 	Liability of Indemnitees.	 	14
	ARTICLE 8.	 	ACCOUNTING METHOD, PERIOD, RECORDS, REPORTS AND BANK ACCOUNTS	 	14
	 	  8.1	 	Accounting Method	 	14
	 	  8.2	 	Accounting Period	 	14
	 	  8.3	 	Books and Records	 	14
	 	  8.4	 	Reports	 	15
	 	  8.5	 	Inspection	 	15
	 	  8.6	 	Bank Accounts	 	15
	 	 	 	 	 





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	ARTICLE 9.	 	TAX MATTERS	 	15
	 	  9.1	 	Tax Returns	 	15
	 	  9.2	 	Tax Elections	 	15
	 	  9.3	 	Tax Matters Partner	 	15
	ARTICLE 10.	 	DISSOLUTION, WINDING UP AND TERMINATION	 	16
	 	10.1	 	Dissolution	 	16
	 	10.2	 	Winding-Up and Termination	 	16
	ARTICLE 11.	 	MERGER	 	17
	 	11.1	 	Authority	 	17
	 	11.2	 	Procedure for Merger or Consolidation	 	17
	 	11.3	 	Certificate of Merger or Consolidation	 	18
	 	11.4	 	Effect of Merger or Consolidation.	 	18
	ARTICLE 12.	 	GENERAL PROVISIONS	 	18
	 	12.1	 	Notices	 	18
	 	12.2	 	Entire Agreement; Supersedure	 	19
	 	12.3	 	Effect of Waiver or Consent	 	19
	 	12.4	 	Amendment or Restatement	 	19
	 	12.5	 	Binding Effect	 	19
	 	12.6	 	Governing Law; Severability	 	19
	 	12.7	 	Further Assurances	 	19
	 	12.8	 	Offset	 	20
	 	12.9	 	Counterparts	 	20
	 	12.10	 	Headings	 	20




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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
  ENOGEX LLC
  
    a Delaware limited liability company    
    


        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." 


 
 

RECITALS    
    


        A. OGE Energy Corp., an Oklahoma corporation ("OGE Energy"), is the sole member of OGE Enogex Holdings. 


        B.
OGE Enogex Holdings is the sole member of OGE Enogex GP LLC, a Delaware limited liability company ("OGE Enogex GP"), and a limited
partner of OGE Enogex Partners L.P., a Delaware limited partnership ("OGE Enogex Partners"). 



        C.
OGE Enogex GP is the general partner of OGE Enogex Partners. 


        D.
OGE Enogex Partners is the sole member of Enogex Operating. 


        E.
The Company was originally formed as Navigator Newco Inc., a Delaware corporation ("Enogex Delaware Predecessor"), on
November 21, 2007 by the filing of a Certificate of Incorporation with the Secretary of State of the State of Delaware. 


        F.
Prior to [                        ], 2008, OGE Energy held all of the issued and outstanding capital stock of Enogex Delaware
Predecessor and Enogex Inc., an
Oklahoma corporation ("Enogex Oklahoma Predecessor"). 


        G.
Pursuant to the Agreement and Plan of Merger, effective [                        ], 2008, Enogex Oklahoma Predecessor merged with
and into Enogex Delaware Predecessor,
with Enogex Delaware Predecessor continuing as the surviving entity. 


        H.
The Company was converted into a Delaware limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et seq. (as from
time to time amended and including any successor statute of similar import, the "Act") on
[                        ], 2008 by the filing
of a Certificate of Conversion and Certificate of Formation (the "Certificates") with the Secretary of State of the State of Delaware. 



        I.
The Limited Liability Company Agreement of the Company (the "Existing Agreement") was executed effective
[                        ], 2008 by OGE Energy, as sole member of the Company. 


        J.
On [                        ], 2008, Enogex Operating and OGE Enogex Holdings entered into that certain Contribution, Conveyance
and Assumption Agreement by and among
OGE Energy, OGE Enogex Holdings, OGE Enogex GP, Enogex Operating, OGE Enogex Partners and the Company whereby OGE Energy contributed approximately twenty-five (25) percent of its
membership interest in the Company to Enogex Operating and approximately seventy-five (75) percent of its membership interest in the Company to OGE Enogex Holdings upon the terms
and in exchange for the consideration set forth therein. 


        K.
The Members deem it advisable to amend and restate the Existing Agreement in its entirety as set forth herein. 







 



        NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein made and intending to be legally bound, the Members hereby agree as follows: 


 
 

ARTICLE 1. DEFINITIONS    
    


        1.1   Definitions. As used in this Agreement, the following terms have the following meanings: 


        "Act" shall have the meaning set forth in the recitals above. 


        "Affiliate" shall mean, with respect to a Person, a Person that directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with the Person in question and any officer, director or manager of any such Person that is not an individual. "Control" means the power to direct or cause
the direction of the management and policies of such Person whether through ownership of voting securities, by contract or otherwise. 


        "Agreement" shall mean this Amended and Restated Limited Liability Company Agreement as originally executed and as it may be amended or
restated from time to time. 


        "Allocation Regulations" means Treas. Reg. §§ 1.704-1(b), 1.704-2 and 1.704-3
(including any temporary regulations) as such regulations may be amended and in effect from time to time and any corresponding provision of succeeding regulations. 


        "Bankruptcy" or "Bankrupt" means with respect to any Person, that (a) such Person
(i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is insolvent, or has entered against such Person an order for relief in
any bankruptcy or insolvency proceeding; (iv) files a petition or answer seeking for such Person any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any Law; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in a proceeding of the type
described in subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of such Person
or of all or any substantial part of such Person's properties; or (b) 120 Days have passed after the commencement of any proceeding seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any Law, if the proceeding has not been dismissed, or 90 Days have passed after the appointment without such Person's consent or
acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of such Person's properties, if the appointment is not vacated or stayed, or 90 Days have passed
after the date of expiration of any such stay, if the appointment has not been vacated. 


        "Business Day" shall mean any day, other than Saturday, Sunday or a day national banks are authorized or required to be closed in Oklahoma
City, Oklahoma. 


        "Capital Contributions" shall mean, in respect of any Member, the contributions made, or deemed to have been made by or on behalf of such
Member, to the Company pursuant to this Agreement. 


        "Carrying Value" means (a) with respect to property contributed to the Company, the fair market value of such property at the time
of contribution reduced (but not below zero) by all depreciation, depletion (computed as a separate item of deduction), amortization and cost recovery deductions charged to the Members' capital
accounts, (b) with respect to any property whose value is adjusted pursuant to the Allocation Regulations, the adjusted value of such property reduced (but not below zero) by all depreciation
and cost recovery deductions charged to the Member's capital accounts and (c) with respect to any other Company property, the adjusted basis of such property for federal income tax purposes,
all as of the time of determination. 


        "Certificates" shall have the meaning set forth in the recitals above. 


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        "Class A Member" means Enogex Operating and any Person who is admitted as an additional or a substitute Class A Member
pursuant to the terms of this Agreement. 


        "Class A Membership Interests" means Membership Interests owned by Class A Members. 


        "Class B Member" means OGE Enogex Holdings and any Person who is admitted as an additional or a substitute Class B Member
pursuant to the terms of this Agreement. 


        "Class B Membership Interests" means Membership Interests owned by Class B Members. 



        "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. 


        "Company" shall mean the Delaware limited liability company formed pursuant to the Certificates and this Agreement, as such limited
liability company may be constituted from time to time. 


        "Conflicts Committee" shall have the meaning set forth in the Partnership Agreement. 


        "Day" means a calendar day; provided, however, that, if any period of days referred to in this Agreement shall end on a day that is not a
Business Day, then the expiration of such period shall be automatically extended until the end of the first succeeding Business Day. 


        "Dissolution Event" shall have the meaning set forth in Section 10.1(a). 


        "Enogex Delaware Predecessor" shall have the meaning set forth in the recitals above. 


        "Enogex Oklahoma Predecessor" shall have the meaning set forth in the recitals above. 


        "Enogex Operating" shall have the meaning set forth in the introductory paragraph. 


        "Existing Agreement" shall have the meaning set forth in the recitals above. 


        "Indemnitee" shall have the meaning set forth in Section 7.5(a). 


        "Law" means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order,
decree, ruling, proclamation, resolution, judgment, decision, declaration or interpretative or advisory opinion or letter of a governmental authority. 


        "Managing Member" shall mean Enogex Operating or its successor, in its capacity as managing Member. 


        "Member" or "Members" shall mean the Class A Member and Class B Member who
execute a counterpart of this Agreement and each of the Persons who may hereafter become admitted as a Member. 



        "Membership Interest" means, with respect to any Member, (a) that Member's status as a Member; (b) that Member's share of
the income, gain, loss, deduction and credits of, and the right to receive distributions from, the Company; (c) all other rights, benefits and privileges enjoyed by that Member (under the Act,
this Agreement or otherwise) resulting from its ownership of a limited liability company interest in the Company; and (d) all obligations, duties and liabilities imposed on that Member (under
the Act, this Agreement or otherwise) resulting from its ownership of a limited liability company interest in the Company, including any obligations to make Capital Contributions. 



        "Merger Agreement" shall have the meaning set forth in Section 11.1. 


        "OGE Energy" shall have the meaning set forth in the recitals above. 


        "OGE Enogex GP" shall have the meaning set forth in the recitals above. 


        "OGE Enogex Holdings" shall have the meaning set forth in the introductory paragraph. 


        "OGE Enogex Partners" shall have the meaning set forth in the recitals above. 


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        "Partnership Agreement" means the First Amended and Restated Agreement of Limited Partnership of OGE Enogex Partners L.P., dated as of
[                        ], 2008, as it may be amended or restated from time to time. 


        "Person" means a natural person, partnership (whether general or limited), limited liability company, governmental entity, trust, estate,
association, corporation, venture, custodian, nominee or any other individual or entity in its own or any representative capacity. 


        "Regulatory Allocations" shall have the meaning set forth in Section 5.1(b)(viii). 



        "Sharing Ratio" means, subject in each case to adjustments as determined by the Managing Member in accordance with this Agreement or in
connection with dispositions of Membership Interests, (a) in the
case of a Member executing this Agreement as of the date of this Agreement or a Person acquiring such Member's Membership Interest, the percentage specified for that Member as its sharing ratio on
Exhibit A, and (b) in the case of Membership Interests issued pursuant to Section 3.3, the sharing ratio established pursuant thereto; provided, however, that the total of all
Sharing Ratios shall always equal 100%. 


        "Surviving Business Entity" shall have the meaning set forth in Section 11.2(b). 



        1.2   Construction. Unless the context requires otherwise: (a) the gender (or lack of gender) of all words used in this
Agreement includes the masculine, feminine and neuter; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) references to Laws refer to such Laws
as they may be amended from time to time, and references to particular provisions of a Law include any corresponding provisions of any succeeding Law; (d) references to money refer to legal
currency of the United States of America; (e) "including" means "including without limitation" and is a term of illustration and not of limitation; (f) all definitions set forth herein
shall be deemed applicable whether the words defined are used herein in the singular or the plural; and (g) neither this Agreement nor any other agreement, document or instrument referred to
herein or executed and delivered in connection herewith shall be construed against any Person as the principal draftsperson hereof or thereof. 


 
 

ARTICLE 2. ORGANIZATION    
    


        2.1   Name; Formation. The name of the Company is: "Enogex LLC". The Company was originally organized as a Delaware corporation
by the filing of a Certificate of Incorporation on November 21, 2007 with the Secretary of State of the State of Delaware. The Company was converted into a limited liability company by the
filing of the Certificates on [                        ], 2008 with the Secretary of State of the State of Delaware under and
pursuant to the Act. The Company is a limited liability
company under the Act governed by this Agreement and the Act. The Company is an entity separate from the Members. The rights, powers, duties, obligations and liabilities of the Members shall be
determined pursuant to the Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of the Members are different by any provision of this Agreement than they
would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control. 


        2.2   Term. The term of existence of the Company shall be perpetual, unless terminated or dissolved in accordance with the
provisions of this Agreement or the Act. 


        2.3   Principal Place of Business, Office and Agent. The Company's principal place of business, which is also the mailing
address and the office where the Company's records are kept, is Enogex LLC, c/o OGE Enogex Partners L.P., 600 Central Park Two, 515 Central Park Drive, Oklahoma City, Oklahoma 73124. The registered
office of the Company in the State of Delaware is the office of the registered agent of the Company in the State of Delaware. The registered agent of the Company in the State of Delaware is The
Corporation Trust Company, located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Managing Member may change the registered agent 


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in
the State of Delaware or the principal place of business of the Company and may establish additional places of business or offices for maintenance of records. The Managing Member shall amend the
Certificates and this Section 2.3 to reflect each change in the identity or address of the registered agent in the State of Delaware. 



        2.4   Purpose of the Company; Business. The purpose of the Company is to (a) carry on any business permitted by the Act
and (b) perform all things necessary or incidental to or connected with or growing out of those activities in accordance with this Agreement. 


        2.5   Powers of the Company. Subject to the provisions of this Agreement, the Company shall have the power and authority to
take any and all actions necessary, appropriate, proper, advisable, convenient or incidental to or for the furtherance of the purposes set forth in Section 2.4. 



        2.6   Fictitious Business Name Statement; Other Certificates. The Managing Member or the officers of the Company may, from time
to time, register the Company as a foreign limited liability company and file fictitious or trade name statements or certificates in those jurisdictions and offices as the Managing Member considers
necessary or appropriate. The Company may do business under any fictitious business names approved by the Managing Member. The Managing Member or officers of the Company will, from time to time, file
or cause to be filed certificates of amendment, certificates of cancellation or other certificates as the Managing Member or any of the officers reasonably considers necessary or appropriate under the
Act or under the Laws of any jurisdiction in which the Company is doing business to establish and continue the Company as a limited liability company or to protect the limited liability of the
Members. At the request of the Managing Member or officers, each Member shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are
necessary or appropriate for the furtherance of the purposes set forth in this Section 2.6. 


        2.7   No Partnership Intended. The Members intend that the Company shall not be a partnership (including a general or limited
partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member by virtue of this Agreement, for any purposes other than federal and, if applicable, state
tax purposes, and neither this Agreement nor any other document entered into by the Company or any Member shall be construed to suggest otherwise. The Members intend that the Company shall be treated
as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting
positions in a manner consistent with such treatment. 


 
 

ARTICLE 3. MATTERS RELATING TO MEMBERS    
    



        3.1   Class of Membership Interests. The Company shall have two classes of Membership Interests: (a) Class A
Membership Interests and (b) Class B Membership Interests. Except as otherwise specifically provided herein, Class B Membership Interests will not have voting rights. 


        3.2   Names, Addresses and Sharing Ratios. The name, residence, business or mailing addresses and Sharing Ratio of each Member
are set forth on Exhibit A. Any reference in this Agreement to Exhibit A shall be deemed to be a reference to Exhibit A as amended and in effect from time to time in accordance
with the terms of this Agreement. Each Person listed on Exhibit A shall, upon his, her or its execution of this Agreement or counterpart thereto, be admitted to the Company as a Member of the
Company. 


        3.3   Creation of Additional Membership Interest. The Company may issue additional Membership Interests in the Company only
upon the approval or consent of all Members and the board of directors of OGE Enogex GP. 


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        3.4   Certificates for Membership Interests. Membership Interests may, but need not, be represented by a Certificate of
Membership. The exact contents of a Certificate of Membership, if any, shall be determined by the Managing Member. 


        3.5   Loans and Capital Contributions by Members. No Member, as such, shall be required to lend any funds to the Company or to
make any contribution of capital to the Company, except as otherwise required by applicable Law, this Agreement or any other written agreement between such Member and the Company explicitly requiring
the making of capital contributions. Any Member may, with the approval of the Conflicts Committee, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a
Capital Contribution. Such loans shall be on such terms as shall be specified and agreed to by the Member making such loans and as shall be approved by the Conflicts Committee. 


        3.6   No Liability of Members.



        (a)   No Liability. The Members shall not be required to perform any act on behalf of the Company, incur any expense,
obligation or indebtedness of any nature on behalf of the Company, or in any manner participate in the management of the Company, except as specifically contemplated hereunder. Except as otherwise
required by applicable Law, no Member shall have any personal liability whatsoever in such Member's capacity as a Member, whether to the Company, to any of the other Members, to the creditors of the
Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. 


        (b)   Distributions. In accordance with the Act and the Laws of the State of Delaware, a member of a limited liability company
may, under certain circumstances, be required to return amounts previously distributed to such member. It is the intent of the Members that no distribution to any Member pursuant to Article 5
hereof shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed
to be a compromise within the meaning of the Act, and the Member receiving any such money or property shall not be required to return to any Person any such money or property. However, if any court of
competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of
any other Member. 



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ARTICLE 4. CAPITAL CONTRIBUTIONS    
    


        4.1   Initial Capital Contributions.



        (a)   The
amount of money and the fair market value (as of the date of contribution) of any property (other than money) contributed to the Company by a Member shall constitute
a Capital Contribution. Any reference in this Agreement to the Capital Contribution of a Member shall include a Capital Contribution of its predecessors in interest. 



        (b)   Enogex
Operating or its predecessor in interest has made certain Capital Contributions on or prior to the date hereof. 


        (c)   OGE
Enogex Holdings or its predecessor in interest has made certain Capital Contributions on or prior to the date hereof. 


        (d)   No
Member shall be required to make any additional Capital Contributions. 




        4.2   Return of Contributions. Except as expressly provided herein, a Member is not entitled to the return of any part of its
Capital Contributions or to be paid interest in respect of its Capital Contributions. An unrepaid Capital Contribution is not a liability of the Company or of any Member. No Member will be required to
contribute or to lend any cash or property to the Company to enable the Company to return any Member's Capital Contributions. 


        4.3   Capital Accounts.



        (a)   A
capital account shall be established and maintained for each Member. Each Member's capital account (i) shall be increased by (A) the amount of money
contributed by that Member to the Company, (B) the fair market value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the
Company is considered to assume or take subject to under section 752 of the Code), and (C) allocations to that Member of Company income and gain (or items of income and gain), including
income and gain exempt from tax and income and gain described in Treas. Reg. § 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treas. Reg. §
1.704-1(b)(4)(i), and (ii) shall be decreased by (A) the amount of money distributed to that Member by the Company, (B) the fair market value of property distributed
to that Member by the Company (net of liabilities secured by the distributed property that the Member is considered to assume or take subject to under section 752 of the Code),
(C) allocations to that Member of expenditures of the Company described in section 705(a)(2)(B) of the Code, and (D) allocations of Company loss and deduction (or items of loss
and deduction), including loss and deduction described in Treas. Reg. § 1.704-1(b)(2)(iv)(g), but excluding items described in clause (ii)(C) above and loss or deduction
described in Treas. Reg. § 1.704-1(b)(4)(i) or § 1.704-1(b)(4)(iii). The Members' capital accounts also shall be maintained and adjusted as
permitted by the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treas. Reg. §§
1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments to reflect the allocations to the Members of depreciation, depletion, amortization and gain or loss as
computed for book purposes rather than the allocation of the corresponding items as computed for tax purposes, as required by Treas. Reg. § 1.704-1(b)(2)(iv)(g). A Member that
has more than one Membership Interest shall have a single capital account that reflects all its Membership Interests, regardless of the class of Membership Interests owned by that Member and
regardless of the time or manner in which those Membership Interests were acquired. 


        (b)   Except
as expressly provided herein, none of the Members shall have any obligation to the Company or to any other Member to restore any negative balance in its capital
account. None of the Members may withdraw capital or receive any distributions except as specifically provided in this Agreement. No interest shall be paid by the Company on any Capital Contributions
except as specifically provided in this Agreement. 



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        (c)   If
any Membership Interest is transferred in accordance with this Agreement, the transferee or other recipient of all or any portion of such Membership Interest shall
succeed to the capital account of the transferor to the extent such capital account relates to the Membership Interest or a portion thereof so transferred. 


        (d)   Any
Member that resigns or withdraws from the Company without the prior approval of all other Members shall forfeit such Member's interest in its capital account, and
the balance of such capital account shall be allocated to the remaining Members in accordance with their Sharing Ratios calculated after taking into account the removal of the resigning or withdrawing
Member. 



 
 

ARTICLE 5. ALLOCATIONS AND DISTRIBUTIONS    
    


        5.1   Allocations.



        (a)   Except
as otherwise set forth in Section 5.1(b), for purposes of maintaining the capital accounts and in determining the rights of the Members among themselves,
all items of income, gain, loss, deduction and credit of the Company shall be allocated among the Members in accordance with their Sharing Ratios. 


        (b)   The
following special allocations shall be made prior to making any allocations provided for in 5.1(a) above: 



        (i)    Minimum Gain Chargeback. Notwithstanding any other provision hereof to the contrary, if there is a net decrease in
Minimum Gain (as generally defined under Treas. Reg. § 1.704-1 or § 1.704-2) for a taxable year (or if there was a net decrease in Minimum Gain for a
prior taxable year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this subsection 5.1(b)(i), then items of income and gain
shall be allocated to each Member in an amount equal to such Member's share of the net decrease in such Minimum Gain (as determined pursuant to Treas. Reg. § 1.704-2(g)(2)). It
is the intent of the Members that any allocation pursuant to this subsection 5.1(b)(i) shall constitute a "minimum gain chargeback" under Treas. Reg. § 1.704-2(f) and
shall be interpreted consistently therewith. 


        (ii)   Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article 5, except
subsection 5.1(b)(i), if there is a net decrease in Member Nonrecourse Debt Minimum Gain (as generally defined under Treas. Reg. § 1.704-1 or §
1.704-2), during any taxable year, any Member who has a share of the Member Nonrecourse Debt Minimum Gain shall be allocated such amount of income and gain for such year (and subsequent
years, if necessary) determined in the manner required by Treas. Reg. § 1.704-2(i)(4) as is necessary to meet the requirements for a chargeback of Member Nonrecourse Debt
Minimum Gain. 


        (iii)  Qualified Income Offset. Except as provided in subsection 5.1(b)(i) and (ii) hereof, in the event any
Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. Sections 1.704-1(b)(2)(i)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specifically allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the
Allocation Regulations, the deficit balance, if any, in its adjusted capital account created by such adjustments, allocations or distributions as quickly as possible. 



        (iv)  Gross Income Allocations. In the event any Member has a deficit balance in its adjusted capital account at the end of
any Company taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant
to this subsection 5.1(b)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its adjusted 




8







 





capital
account after all other allocations provided in this Section 5.1 have been tentatively made as if subsection 5.1(b)(iv) were not in the Agreement. 


        (v)   Company Nonrecourse Deductions. Company Nonrecourse Deductions (as determined under Treas. Reg.
Section 1.704-2(c)) for any fiscal year shall be allocated among the Members in proportion to their Membership Interests. 


        (vi)  Member Nonrecourse Deductions. Any Member Nonrecourse Deductions (as defined under Treas. Reg.
Section 1.704-2(i)(2)) shall be allocated pursuant to Treas. Reg. Section 1.704-2(i) to the Member who bears the economic risk of loss with respect to the
partner nonrecourse debt to which it is attributable. 


        (vii) Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant
to sections 734(b) or 743(b) of the Code is required, pursuant to the Allocation Regulations, to be taken into account in determining capital accounts, the amount of such adjustment to the capital
accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially
allocated to the Members in a manner consistent with the manner in which their capital accounts are required to be adjusted pursuant to the Allocation Regulations. 


        (viii) Curative Allocation. The special allocations set forth in subsections 5.1(b)(i)-(vi) (the
"Regulatory Allocations") are intended to comply with the Allocation Regulations. Notwithstanding any other provisions of this Section 5.1, the
Regulatory Allocations shall be taken into account in allocating items of income, gain, loss and deduction among the Members such that, to the extent possible, the net amount of allocations of such
items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each Member if the Regulatory Allocations had not occurred. 




        (c)   For
federal income tax purposes, except as otherwise required by the Code, the Allocation Regulations or the following sentence, each item of Company income, gain, loss,
deduction and credit shall be allocated among the Members in the same manner as corresponding items are allocated in Section 5.1(a). Notwithstanding any provisions contained herein to the
contrary, solely for federal income tax purposes, items of income, depreciation, gain or loss with respect to property contributed or deemed contributed to the Company by a Member or whose value is
adjusted pursuant to the Allocation Regulations shall be allocated among the Members so as to take into account the variation between the Company's tax basis in such property and its Carrying Value in
the manner provided under section 704(c) of the Code and Treas. Reg. § 1.704-3(d) (i.e. the "remedial method"). 




        5.2   Distributions.



        (a)   At
least once each month prior to commencement of dissolution or winding up under Article 11, the Managing Member shall determine in its reasonable judgment to
what extent (if any) the Company's cash on hand exceeds its current and anticipated needs, including, without limitation, for operating expenses, debt service, acquisitions and a reasonable
contingency reserve. Except as otherwise set forth in this Section 5.2, if such an excess exists, the Managing Member shall cause the Company to distribute to the Members, in accordance with
their Sharing Ratios, an amount in cash equal to that excess. 


        (b)   From
time to time the Managing Member also may cause property of the Company other than cash to be distributed to the Members, which distribution must be made in
accordance with their Sharing Ratios and may be made subject to existing liabilities and obligations. Immediately prior to such a distribution, the capital accounts of the Members shall be adjusted as
provided in Treas. Reg. § 1.704-1(b)(2)(iv)(f). 



9







 




 
 

ARTICLE 6. RIGHTS AND OBLIGATIONS OF MEMBERS    
    


        6.1   Meetings of Members; Written Consents.



        (a)   Meetings
of the Members may be called by the Managing Member or at the request of Class A Members holding a majority of the Class A Membership Interests.
The Managing Member may designate any place, either within or outside the State of Delaware, as the place of meeting for any
meeting of the Members. If no designation is made, the place of meeting will be the Company's principal place of business. 



        (b)   At
meetings of the Members, Class A Members who hold Class A Membership Interests will be entitled to vote on any and all matters submitted to a vote of
the Members, except as specifically provided herein or where otherwise required by the Act. Except as otherwise expressly provided in this Agreement, a vote of a majority of the Membership Interests
entitled to vote shall be required for any action to be taken or adopted by the Members. 


        (c)   Any
Member may participate in a meeting by means of conference telephone or similar communications equipment by which all Persons participating in the meeting can hear
and speak to each other at the same time or in sequence, and participation in a meeting pursuant to this provision shall constitute presence in Person at the meeting. 


        (d)   Any
action required or permitted to be taken at a meeting may be taken without a meeting if a consent, in writing, setting forth the action so taken will be signed by
the Members required to approve such action. 




        6.2   Priority and Return of Capital. Except as may be provided in this Agreement, no Member shall have priority over any other
Member, either as to the return of Capital Contributions or as to profits, losses or distributions; provided that this Section shall not apply to loans (as distinguished from Capital Contributions)
that a Member has made to the Company. 


        6.3   Competition. Except as otherwise expressly provided in this Agreement, each Member may engage in or possess an interest
in any other business venture or ventures, including any activity that is competitive with the Company without offering any such opportunity to the Company, and neither the Company nor any other
Member shall have any rights in or to such venture or ventures or activity or the income or profits derived therefrom. 



        6.4   Admission of Additional Members. The Company shall not admit additional Members without the prior written consent of all
of the Members and the board of directors of OGE Enogex GP. 


 
 

ARTICLE 7. MANAGEMENT AND CONTROL    
    


        7.1   Delegation to Managing Member. Except as may be otherwise specifically provided in this Agreement or the Act, the Members
agree that they shall act solely through the mechanisms provided herein relating to the appointment and authority of the Managing Member. Except as otherwise expressly provided in this Agreement, no
Member, in its capacity as such, shall participate in the operation, management or control (within the meaning of the Act) of the Company's business, transact any business in the Company's name or
have the power to sign documents for or otherwise bind the Company. 


        7.2   Authority of the Managing Member.



        (a)   Except
as expressly provided herein, the Managing Member has all power and authority to manage, and direct the management of, the business and affairs of the Company.
Approval by or action taken by the Managing Member constitutes approval or action by the Company and is binding on each Member. 



10







 

        (b)   Subject
to the limitations imposed by the Act and this Agreement, the Managing Member has the power to conduct, manage and control both the ordinary business of the
Company and extraordinary transactions including without limitation the power to: 



        (i)    approve
the acquisition, disposition, purchase, sale, exchange or liquidation of the assets or property of the Company; 


        (ii)   authorize
any distribution to Members; 


        (iii)  change
the fiscal year of the Company or make or modify any tax elections as the Managing Member believes to be in the best interests of the Company and the Members; 


        (iv)  possess,
transfer or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, securities or other
property held or owned by the Company, including but not limited to conducting and managing the operations of the subsidiaries of the Company; 


        (v)   approve
any change of the location of the principal place of business of the Company; 


        (vi)  open,
conduct and close checking, savings, custodial and other accounts on behalf of the Company in such banks or other financial institutions as the Managing Member
may select from time to time; 


        (vii) negotiate,
enter into, execute and exercise the Company's rights under any and all contracts necessary, desirable or convenient with respect to the business and
affairs of the Company; 


        (viii) execute
any notifications, statements, reports, returns, registrations or other filings that are necessary or desirable to be filed with any local, state or federal
agency, commission or authority, including without limitation any registration of securities with any state or federal securities commission, and appear before such agency, commission or authority on
behalf of the Company; 


        (ix)  purchase
or bear the cost of any insurance covering the potential liabilities of the Company, the Members, the Managing Member or any officer or employee of the
Company, and any other Person acting on behalf of the Company; 


        (x)   commence,
defend or settle litigation pertaining to the Company, its business or assets, provided that the Company is not to bear the expenses of any litigation brought
against any Member or the Managing Member acting in that capacity, any officer or employee of the Company or any other Person acting on behalf of the Company except as permitted by this Agreement; 



        (xi)  employ
accountants, attorneys, contractors, brokers, investment managers, engineers, consultants, agents or other Persons, firms, corporations or entities on such terms
and for such compensation as it determines is proper, including without limitation Persons who may be Members or Affiliates, or who perform services for, or have business, financial, family or other
relationships with, any Member, the Managing Member or any officer or employee of the Company; and 


        (xii) enter
into, make, perform and terminate such contracts, agreements and other undertakings as the Managing Member may determine to be necessary, advisable or incidental
to the carrying out of the foregoing objects and purposes, and execute, acknowledge and deliver such instruments, and do such other acts, as it may deem necessary, advisable or incidental to the
conduct of the business contemplated by this Section 7.2(b). 




11







 






        (c)   Approval Required for Certain Actions. Notwithstanding anything to the contrary set forth in this Section 7.2, the
Managing Member shall not cause the Company to, and the Company shall not, take any of the following actions without the approval or consent of the board of directors of OGE Enogex GP: 



        (i)    effecting
any merger, consolidation or conversion or other change in limited liability structure involving the Company; 


        (ii)   effecting
any sale or exchange of all or substantially all of the Company's assets; 


        (iii)  dissolving
or liquidating the Company; 


        (iv)  creating
or causing to exist any consensual restriction on the ability of the Company or its subsidiaries to make distributions, pay any indebtedness, make loans or
advances or transfer assets to its Members; 


        (v)   settling
or compromising any claim, dispute or litigation directly against, or otherwise relating to indemnification by the Company of, any of the directors or officers
of OGE Enogex GP; or 


        (vi)  issuing
additional Membership Interests. 




        (d)   Conflicts Committee Approval. Without the approval or consent of the Conflicts Committee: 



        (i)    the
Members may not amend this Agreement; and 


        (ii)   no
agreement with respect to the purchase or other acquisition by OGE Enogex Partners, its subsidiaries or any Person controlled by OGE Enogex Partners of any
Class B Membership Interests shall be executed or delivered by or on behalf of the Company. 





        7.3   Officers.



        (a)   The
Company may have such officers as are appointed or elected, from time to time, by the Managing Member. The officers shall not be "managers" under the Act. 


        (b)   Any
such officers of the Company shall have the authority, responsibilities and duties as are customary for officers holding similar positions with respect to businesses
conducted in corporate form and such additional authority, responsibilities and duties as the Managing Member may delegate, from time to time, to the officers. From time to time, the Managing Member
may establish, increase, reduce or otherwise modify responsibilities for the officers or may create or eliminate offices as the Managing Member considers appropriate. Any number of the offices may be
held by the same Person. Each officer will hold office until his or her successor is appointed or elected or until his or her earlier resignation or removal. Any officer may be removed at any time by
the Managing Member, and any officer may resign at any time upon written notice to the Managing Member. In addition to obligations imposed by other provisions of this Agreement, each officer will
devote to the Company such time as is reasonably necessary to carry out the business of the Company in order to accomplish its purposes. 



        (c)   The
Company may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the officers and other Persons. 




        7.4   Duties of Officers. Except as otherwise specifically provided in this Agreement, the duties and obligations owed to the
Company and to the Managing Member by the officers of the Company shall be the same as the respective duties and obligations owed to a corporation organized under the Delaware General Corporation Law
by its officers. 


12







 

        7.5   Indemnification.



        (a)   To
the fullest extent permitted by Law but subject to the limitations expressly provided in this Agreement, each Indemnitee (as defined below) shall be indemnified and
held harmless by the Company from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including reasonable legal fees and expenses), judgments, fines, penalties,
interest, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any such Person may
be involved, or is threatened to be involved, as a party or otherwise, by reason of such Person's status as (i) the Managing Member, (ii) a present or former Member, (iii) a
present or former officer of the Company, or (iv) a Person serving at the request of the Company in a similar capacity as that referred to in the immediately preceding clauses (i) or
(iii), provided, that the Person described in the immediately preceding clauses (i), (ii), (iii) or (iv) ("Indemnitee") shall not be
indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the
Indemnitee is seeking indemnification pursuant to this Section 7.5, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of
a criminal matter, acted with knowledge that the Indemnitee's conduct was unlawful. Any indemnification pursuant to this Section 7.5 shall be made only out of the assets of the Company. 


        (b)   To
the fullest extent permitted by Law, expenses (including reasonable attorney's fees and expenses) incurred by an Indemnitee who is indemnified pursuant to
Section 7.5(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit
or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as
authorized in this Section 7.5. 


        (c)   The
indemnification provided by this Section 7.5 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter
of Law or otherwise, both as to actions in the Indemnitee's capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such
capacity. 


        (d)   The
Company may purchase and maintain, or reimburse Affiliates for the cost of purchasing and maintaining, insurance, on behalf of the Managing Member, the officers and
such other Persons as the Managing Member shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company's
activities, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement. 


        (e)   For
purposes of this Section 7.5, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the
performance by the Indemnitee of such Indemnitee's duties to the Company also imposes duties on, or otherwise involves services by, the Indemnitee to the plan or participants or beneficiaries of the
plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable Law shall constitute "fines" within the meaning of Section 7.5(a); and action taken
or omitted by the Indemnitee with respect to an employee benefit plan in the performance of such Indemnitee's duties for a purpose reasonably believed by such Indemnitee to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Company. 


        (f)    In
no event may an Indemnitee subject any Members of the Company to personal liability by reason of the indemnification provisions of this Agreement. 



13







 




        (g)   An
Indemnitee shall not be denied indemnification in whole or in part under this Section 7.5 because the Indemnitee had an interest in the transaction with
respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 


        (h)   The
provisions of this Section 7.5 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create
any rights for the benefit of any other Persons. 


        (i)    No
amendment, modification or repeal of this Section 7.5 or any provision hereof shall in any manner terminate, reduce or impair either the right of any past,
present or future Indemnitee to be indemnified by the Company or the obligation of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7.5
as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be asserted, and such Person became an Indemnitee hereunder prior to such amendment, modification or repeal. 


        (j)    THE
PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 7.5 ARE INTENDED BY THE PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE
INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON'S NEGLIGENCE, FAULT OR OTHER CONDUCT. 




        7.6   Liability of Indemnitees.



        (a)   Notwithstanding
anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Members, the Managing Member
or any other Person for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered in a
court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter,
acted with knowledge that the Indemnitee's conduct was criminal. 


        (b)   Subject
to its obligations and duties as set forth in this Article 7, the Managing Member may exercise any of the powers granted to it by this Agreement and
perform any of the duties imposed upon it hereunder either directly or by or through the Company's officers or agents, and the Managing Member shall not be responsible for any misconduct or negligence
on the part of any such officer or agent appointed by the Managing Member in good faith. 



        (c)   Any
amendment, modification or repeal of this Section 7.6 shall be prospective only and shall not in any way affect the limitations on liability under this
Section 7.6 as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such
claims may be asserted. 



 
 

ARTICLE 8. ACCOUNTING METHOD, PERIOD, RECORDS, REPORTS AND BANK ACCOUNTS    
    



        8.1   Accounting Method. The books and records of account of the Company shall be maintained in accordance with the accrual
method of accounting. 


        8.2   Accounting Period. The Company's accounting period shall be the fiscal year. 


        8.3   Books and Records. At the expense of the Company, the Managing Member shall maintain or cause to be maintained complete
and accurate books and records of the Company, supporting documentation of the transactions with respect to the conduct of the Company's business and minutes 


14







 



of
the proceedings of the Members and any other books and records that are required to be maintained by applicable Law. 


        8.4   Reports. The Managing Member shall cause to be prepared and delivered to each Member such reports, forecasts, studies,
budgets and other information as the Members may reasonably request from time to time. 



        8.5   Inspection. The books and records of account of the Company shall be maintained at the principal place of business of the
Company or such other location as shall be determined by the Managing Member and shall be open to inspection by the Members at all reasonable times during any Business Day. 


        8.6   Bank Accounts. Funds of the Company shall be deposited in such banks or other depositories as shall be designated from
time to time by the Managing Member. All withdrawals from any such depository shall be made only as authorized by the Managing Member and shall be made only by check, wire transfer, debit memorandum
or other written instruction. 


 
 

ARTICLE 9. TAX MATTERS    
    


        9.1   Tax Returns. The Managing Member shall cause to be prepared and filed all necessary federal and state income tax returns
for the Company, including making the elections described in Section 9.2. Each Member shall furnish to the Managing Member all pertinent information in its possession relating to Company
operations that is necessary to enable the Company's income tax returns to be prepared and filed. 


        9.2   Tax Elections.



        (a)   The
Company shall make the following elections on the appropriate tax returns: 



        (i)    to
adopt a fiscal year ending on December 31 of each year; 


        (ii)   to
adopt the accrual method of accounting and to keep the Company's books and records on the income-tax method; 


        (iii)  to
adjust the basis of Company properties pursuant to section 754 of the Code; and 


        (iv)  any
other election the Managing Member may deem appropriate and in the best interests of the Members. 




        (b)   Neither
the Company nor any Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A
of the Code or any similar provisions of applicable state Law. 




        9.3   Tax Matters Partner. Enogex Operating shall be the "tax matters partner" of the Company pursuant to
section 6231(a)(7) of the Code. The tax matters partner shall take such action as may be necessary to cause each Member to become a "notice partner" within the meaning of section 6223 of
the Code. The tax matters partner shall inform each Member of all significant matters that may come to its attention in its capacity as tax matters partner by giving notice on or before the fifth
Business Day after becoming aware of the matter and, within that time, shall forward to each Member copies of all significant written communications it may receive in that capacity. 


15







 
 
 

ARTICLE 10. DISSOLUTION, WINDING UP AND TERMINATION    
    


        10.1     Dissolution.



        (a)   The
Company shall dissolve and its affairs shall be wound up on the first to occur of the following events (each a "Dissolution
Event"): 



        (i)    the
unanimous written consent of all of the Members and approval or consent of the board of directors of OGE Enogex GP; 


        (ii)   the
entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; 


        (iii)  at
any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement. 




        (b)   No
other event shall cause a dissolution of the Company. 


        (c)   Upon
the occurrence of any event that causes there to be no Members of the Company, to the fullest extent permitted by Law, the personal representative of the last
remaining Member is hereby authorized to, and shall, within 90 Days after the occurrence of the event that terminated the continued membership of such Member in the Company, agree in writing
(i) to continue the Company and (ii) to
the admission of the personal representative or its nominee or designee, as the case may be, as a substitute Member of the Company, effective as of the occurrence of the event that terminated the
continued membership of such Member in the Company. 


        (d)   Notwithstanding
any other provision of this Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be a member of the Company and, upon the
occurrence of such an event, the Company shall continue without dissolution. 




        10.2     Winding-Up and Termination.



        (a)   On
the occurrence of a Dissolution Event, the Managing Member shall select one or more Persons to act as liquidator. The liquidator shall proceed diligently to wind up
the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall
continue to operate the Company with all of the power and authority of the Managing Member. The steps to be accomplished by the liquidator are as follows: 



        (i)    as
promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified
public accountants of the Company's assets, liabilities and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; 



        (ii)   the
liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company or otherwise make adequate provision for payment and
discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and 


        (iii)  all
remaining assets of the Company shall be distributed to the Members as follows: (A) the liquidator may sell any or all Company property, including to
Members, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Members; (B) with respect to all Company property that has not been sold,
the fair market value of that property shall be determined and the capital accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction
inherent in property that has not been reflected in the capital accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value
of that property on the date of distribution; and (C) Company 




16







 





property
shall be distributed among the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the
taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the
taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 Days after the date of the liquidation). 




        (b)   The
distribution of cash or property to a Member in accordance with the provisions of this Section 10.2 constitutes a complete return to the Member of its Capital
Contributions and a complete distribution to the Member of its share of all the Company's property and constitutes a compromise to which all Members have consented within the meaning of
Section 18-502(b) of the Act. No Member shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this
Section 10.2. 


        (c)   On
completion of such final distribution, the liquidator shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware and take
such other actions as may be necessary to terminate the existence of the Company. 



 
 

ARTICLE 11. MERGER    
    


        11.1     Authority. The Company may merge or consolidate with one or more limited liability companies,
corporations, business trusts or associations, real estate investment trusts, common law trusts or unincorporated businesses, including a general partnership or limited partnership, formed under the
Laws of the State of Delaware or any other jurisdiction, pursuant to a written agreement of merger or consolidation ("Merger Agreement") in accordance
with this Article 11. 


        11.2     Procedure for Merger or Consolidation. The merger or consolidation of the Company pursuant to this
Article 12 requires the prior approval or consent of Class A Members holding a majority of the Class A Membership Interests and the board of directors of OGE Enogex GP. Upon such
approval, the Merger Agreement shall set forth: 



        (a)   the
names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate; 


        (b)   the
name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation ("Surviving
Business Entity"); 


        (c)   the
terms and conditions of the proposed merger or consolidation; 


        (d)   the
manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partnership
or limited liability company interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partnership or limited liability company interests,
rights, securities or obligations of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partnership or limited liability
company interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partnership or limited liability company interests, rights, securities
or obligations of any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such interests,
rights, securities or obligations of the constituent business entity are to receive in exchange for, or upon conversion of, their interests, rights, securities or obligations and (ii) in the
case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partnership or limited liability company interests, rights,
securities or obligations of the Surviving Business Entity or any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business
Entity), or evidences thereof, are to be delivered; 



17







 




        (e)   a
statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust,
declaration of trust, certificate or agreement of limited partnership or limited liability company or other similar charter or governing document) of the Surviving Business Entity to be effected by
such merger or consolidation; 


        (f)    the
effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger pursuant to Section 11.3 or a later date
specified in or determinable in accordance
with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective
time shall be fixed no later than the time of the filing of the certificate of merger or consolidation and stated therein); and 



        (g)   such
other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the Managing Member or the board of directors of OGE
Enogex GP. 




        11.3     Certificate of Merger or Consolidation. Upon the required approval by the Class A Members of a
Merger Agreement and the board of directors of OGE Enogex GP, a certificate of merger or consolidation shall be executed and filed with the Secretary of State of the State of Delaware in conformity
with the requirements of the Act. 


        11.4     Effect of Merger or Consolidation.



        (a)   At
the effective time of the merger or consolidation: 



        (i)    all
of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due
to any of those business entities and all other things and causes of action belonging to each of those business entities shall be vested in the Surviving Business Entity and after the merger or
consolidation shall be the property of the Surviving Business Entity to the extent they were property of each constituent business entity; 


        (ii)   the
title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the
merger or consolidation; 


        (iii)  all
rights of creditors and all liens on or security interest in property of any of those constituent business entities shall be preserved unimpaired; and 



        (iv)  all
debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity, and may be enforced against it to the same
extent as if the debts, liabilities and duties had been incurred or contracted by it. 




        (b)   A
merger or consolidation effected pursuant to this Article 12 shall not (i) be deemed to result in a transfer or assignment of assets or liabilities from
one entity to another having occurred or (ii) require the Company (if it is not the Surviving Business Entity) to wind up its affairs, pay its liabilities or
distribute its assets as required under Article 11 of this Agreement or under the applicable provisions of the Act. 



 
 

ARTICLE 12. GENERAL PROVISIONS    
    


        12.1     Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests or
consents provided for or permitted to be given under this Agreement must be in writing and must be delivered to the recipient in person, by courier or mail or by facsimile or other electronic
transmission and a notice, request or consent given under this Agreement is effective on receipt by the Person to receive it; provided, however, that a facsimile or other electronic transmission that
is 


18







 

transmitted
after the normal business hours of the recipient shall be deemed effective on the next Business Day. All notices, requests and consents to be sent to a Member must be sent to or made at
the addresses given for that Member as that Member may specify by notice to the other Members. Any notice, request or consent to the Company must be given to the Managing Member. Whenever any notice
is required to be given by applicable Law, the Certificates or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Whenever any notice is required to be given by Law, the Certificates or this Agreement, a written waiver thereof, signed by the Person entitled to
notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 


        12.2     Entire Agreement; Supersedure. This Agreement constitutes the entire agreement of the Members and their
respective Affiliates relating to the subject matter hereof and supersedes all prior contracts or agreements with respect to such subject matter, whether oral or written. 



        12.3     Effect of Waiver or Consent. Except as provided in this Agreement, a waiver or consent, express or
implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default
in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Except as provided in this Agreement, failure on the part of a Person to complain of
any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with
respect to that default until the applicable statute-of-limitations period has run. 



        12.4     Amendment or Restatement. This Agreement may be amended or restated only by a written instrument executed
by Members holding at least 80% of the Membership Interests and the approval or consent of the Conflicts Committee. 


        12.5     Binding Effect. This Agreement is binding on and shall inure to the benefit of the Members and their
respective heirs, legal representatives, successors and assigns. 


        12.6     Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER
JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Certificates, or (b) any mandatory, non-waivable
provision of the Act, such provision of the Certificates or the Act shall control. If any provision of the Act provides that it may be varied or superseded in the limited liability company agreement
(or otherwise by agreement of the members or managers of a limited liability company), such provision shall be deemed superseded and waived in its entirety if this Agreement contains a provision
addressing the same issue or subject matter. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, (a) the
remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by
Law, and (b) the Members or the Managing Member (as the case may be) shall negotiate in good faith to replace that provision with a new provision that is valid and enforceable and that puts the
Members in substantially the same economic, business and legal position as they would have been in if the original provision had been valid and enforceable. 



        12.7     Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each
Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this
Agreement and those transactions. 


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        12.8     Offset. Whenever the Company is to pay any sum to any Member, any amounts that a Member owes the Company
may be deducted from that sum before payment. 


        12.9     Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all
signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. 


        12.10     Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. 


[Signature
Page Follows] 


20










        IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first set forth above. 



	OGE ENOGEX HOLDINGS LLC, a Delaware limited liability company	 	ENOGEX OPERATING LLC, a Delaware limited liability company
	

By:	
 	

OGE Energy Corp., its sole member	
 	

By:	
 	

OGE Enogex Partners L.P., its sole member
	

 	
 	

 	
 	

 	
 	

By:	
 	

OGE Enogex GP, LLC, its general partner
	

By:	
 	

 	
 	

By:	
 	

 	
 	

 
	 	 	
	 	 	 	

	Name:	 	 	 	Name:	 	 	 	 
	 	 	
	 	 	 	

	Title:	 	 	 	Title:	 	 	 	 
	 	 	
	 	 	 	












 
 

EXHIBIT A    
    


 
 

Sharing Ratios    
    



	Member
 
	 	Sharing Ratio
	 
	OGE Enogex Holdings LLC

c/o OGE Energy Corp.

321 North Harvey, P.O. Box 321

Oklahoma City, Oklahoma 73101	 	75	%
	

Enogex Operating LLC

c/o OGE Enogex Partners L.P.

600 Central Park Two, 515 Central Park Drive

Oklahoma City, Oklahoma 73105	
 	

25	
%













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TABLE OF CONTENTS


AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENOGEX LLC a Delaware limited liability company

RECITALS

ARTICLE 1. DEFINITIONS

ARTICLE 2. ORGANIZATION

ARTICLE 3. MATTERS RELATING TO MEMBERS


ARTICLE 4. CAPITAL CONTRIBUTIONS

ARTICLE 5. ALLOCATIONS AND DISTRIBUTIONS

ARTICLE 6. RIGHTS AND OBLIGATIONS OF MEMBERS

ARTICLE 7. MANAGEMENT AND CONTROL

ARTICLE 8. ACCOUNTING METHOD, PERIOD, RECORDS, REPORTS AND BANK ACCOUNTS

ARTICLE 9. TAX MATTERS

ARTICLE 10. DISSOLUTION, WINDING UP AND TERMINATION

ARTICLE 11. MERGER

ARTICLE 12. GENERAL PROVISIONS



EXHIBIT A


Sharing Ratios