THIRD
AMENDED AND RESTATED
LIMITED
LIABILITY COMPANY AGREEMENT
OF
ONEOK
PARTNERS GP, L.L.C.
Effective
July 14, 2009, this Third Amended and Restated Limited Liability Company
Agreement (this "Agreement") of ONEOK Partners GP, L.L.C., a Delaware limited
liability company (the "Company"), is adopted and entered into by ONEOK, Inc.,
as sole Member (the "Members," which term includes any other persons or entities
which may become members of the Company in accordance with the terms of this
Agreement and the Act) of the Company pursuant to and in accordance with the
Limited Liability Company Act of the State of Delaware, as amended from time to
time (the "Act"). Terms used in this Agreement which are not
otherwise defined shall have the respective meanings given those terms in the
Act.
WHEREAS,
Northern Plains Natural Gas Company, a Delaware corporation, was converted into
Northern Plains Natural Gas Company, LLC, a Delaware limited liability company,
effective November 16, 2004.
WHEREAS,
the name of Northern Plains Natural Gas Company, LLC was changed to ONEOK
Partners GP, L.L.C. effective May 12, 2006.
WHEREAS,
ONEOK, Inc., as sole Member of the Company previously entered into that certain
Amended and Restated Limited Liability Company Agreement of Northern Plains
Natural Gas Company, LLC dated November 17, 2004 (the “Prior LLC Agreement”),
which amended and restated in its entirety that certain Limited Liability
Company Agreement of Northern Plains Natural Gas Company, LLC entered into by
CrossCountry Energy, LLC, as sole member, effective November 16,
2004.
WHEREAS,
the sole Member of the Company desires to amend and restate in its entirety the
Prior LLC Agreement to reflect the new name of the Company, to create a board of
directors and to implement other changes desired by the sole
Member.
NOW,
THEREFORE, it is hereby agreed as follows:
ARTICLE
I
NAME
Section
1.01
Name
. The
name of the limited liability company is: ONEOK Partners GP,
L.L.C.
ARTICLE
II
TERM
Section
2.01
Term
. The
term of the Company shall be perpetual, and the Company shall continue until
dissolved in accordance with the Act.
ARTICLE
III
MEETINGS OF
MEMBERS
Section
3.01
Meetings of
Members
. Meetings of the Members may be called by Members
holding not less than a majority of the capital interests in the Company or by
the Chairman of the Board of the Company. Meetings shall be held at
the principal office of the Company. A written notice of each meeting
shall be given to each Member stating the place, time and date of the meeting
and the purposes of the meeting. Such notice will be given not less
than five (5) days nor more than twenty (20) days prior to the
meeting. Members may waive notice in writing. Members
holding a majority of the capital interests in the Company shall decide all
elections and matters brought before the meeting unless a greater majority is
required by this Agreement or applicable law for any such election or
matter. The meeting shall be conducted by the Chairman of the Board
or in his absence the next ranking officer of the Company present at the
meeting. Any action required or permitted to be taken at a meeting of
the Members may be taken without a meeting if the written consent thereto is
signed by Members holding the capital interests in the Company necessary for
such action.
ARTICLE
IV
BOARD OF
DIRECTORS
Section
4.01
Board of
Directors
. Management of the Company is vested in a board of
managers, which shall be known as the “Board of Directors”. The
property, business, and affairs of the Company shall be managed by and under the
direction of the Board of Directors, except as may be otherwise provided for in
the Act.
Section
4.02
Number
. The
number of Directors of the Company shall be fixed from time to time by Members
holding a majority of the capital interests in the Company. Members
holding a majority of the capital interests in the Company shall designate each
of the authorized Directors. Newly created directorships resulting
from any increase in the authorized number of Directors or any vacancies in the
Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be filled by
designation of the Members holding a majority of the capital interests in the
Company.
Section
4.03
Resignations and
Removal
. Any Director of the Company may resign at any time by
giving written notice to the Board or to the Secretary of the
Company. Any such resignation shall take effect immediately upon its
receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Any Director
of the Company may be removed from office at any time upon the affirmative vote
of the Members holding of a majority of the capital interests in the
Company.
Section
4.04
Place of Meeting,
etc
. The Board may hold any of its meetings at such place or
places as the Board may from time to time by resolution designate or as shall be
designated by the person or persons calling the meeting. Directors
may participate in any regular or special meeting of the Board or any meeting of
a committee designated by such Board by means of conference telephone or similar
communications equipment pursuant to which all persons participating in such
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.
Section
4.05
Regular
Meetings
. Regular meetings of the Board may be held at such
times as the Board shall from time to time by resolution
determine. If any day fixed for a meeting shall be a legal holiday at
the place where the meeting is to be held, then the meeting shall be held at the
same hour and place on the next succeeding business day not a legal
holiday. Except as provided by law, notice of regular meetings need
not be given.
Section
4.06
Special
Meetings
.
(a)
Special
meetings of the Board may be called at any time by the Chairman of the Board or
any President, or by not less than one-third (1/3) of the Directors, to be held
at the principal office of the Company, or at such other place or places, as the
person or persons calling the meeting may designate.
(b)
Notice of
all special meetings of the Board shall be given by the Secretary or by the
person or persons calling the meeting to each Director by mailing a copy thereof
at least four days before the meeting or by two days, service of the same by
telegram, facsimile, electronic mail, or personally (in person or by
telephone). If the Chairman, or any President, or the Directors
calling the meeting determine that a special meeting of the Board on short
notice is necessary, then notice may be given by telephone, telegraph or
facsimile transmission not less than four hours in advance of the time when a
meeting shall be held. Such notice may be waived by any Director and
any meeting shall be a legal meeting without notice having been given if all the
Directors shall be present thereat or if those not present shall, either before
or after the meeting sign a written waiver of notice of, or a consent to, such
meeting or shall, after the meeting, sign the approval of the minutes
thereof. Such notice shall be deemed waived by any Director who is
present at a meeting, unless the Director is present only for the purpose of
objecting to the holding of the meeting without the proper notice having been
given. All such waivers, consents, or approvals shall be filed with
the Company records or be made a part of the minutes of the
meeting.
Section
4.07
Quorum and Manner of
Acting
. Except as otherwise provided in the Certificate of
Formation of the Company or by law, the presence of a majority of the total
number of directors shall be required to constitute a quorum for the transaction
of business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the Directors present. In the absence of a quorum, a majority of
Directors present at any meeting may adjourn the same from time to time until a
quorum shall be present. Notice of any adjourned meeting need not be
given. The Directors shall act only as a Board, and the individual
Directors shall have no power as such.
Section
4.08
Action by
Consent
. Any action required or permitted to be taken at any
meeting of the Board or of any committee thereof may be taken without a meeting
if a written consent thereto is signed by all members of the Board or such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or such committee.
Section
4.09
Compensation
. All
salaries and compensation paid by the Company to its Directors shall be fixed
from time to time by the Board of Directors at a regular meeting of the Board,
and any payment of any kind or character to any Director of the Company or any
contract
made with a Director or executive officer must be approved by a majority of the
whole Board of Directors at a meeting of the Board, before such payment is made
or contract executed.
Section
4.10
Committees
.
(a)
The Board
may, by resolution passed by a majority of the whole Board, designate one or
more committees, each committee to consist of one or more of the Directors of
the Company; provided, however, the Board shall establish an audit committee
which shall, in the opinion of the Board, meet the independence standards as set
forth in Section 10A(m)(3) of the Securities Exchange Act of 1934, the rules and
regulations of the Securities and Exchange Commission (the “Exchange”) and the
applicable rules of the Exchange. Any committee of the Board, to the
extent provided in the resolution of the Board, shall have and may exercise all
powers and authority of the Board in the management of the business and affairs
of the Company, and may authorize the seal of the Company to be affixed to all
papers which may require it; but no such committee shall have any power or
authority to:
(1)
Approve
or adopt any action or matter expressly required by the Act to be submitted to
Members for approval; or
(2)
adopt,
amend, or repeal the Limited Liability Company Agreement of the
Company.
Any such
committee shall keep written minutes of its meetings and report the same to the
Board at the next regular meeting of the Board.
(b)
Except as
may otherwise be ordered by the Board of Directors, the Chairman of the Board
shall appoint the members and chairmen of all special or other committees of the
Board. The Chairman of the Board shall be an ex-officio member of all
standing committees, except the executive compensation committee and the audit
committee, and shall be the Chairman of any executive committee of the
Board.
(c)
In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
they constitute a quorum, may unanimously appoint another member of the Board to
act at a meeting in the place of any such absent or disqualified
member.
Section
4.11
Officers of the
Board
. The Chairman of the Board, or in the absence of the
Chairman of the Board, any President, or in a President’s absence, any other
officer of the Company who is a Director, shall preside at all meetings of the
Board, or in the absence of any such officers, a temporary chairman elected by
the Directors present at the meeting.
Section
4.12
Interested
Directors
.
(a)
No
Director shall vote on a question in which such Director is
interested, but in the absence of fraud, no contract or other
transaction of the Company shall be affected or invalidated in any way by the
fact that any of the Directors of the Company are in any way interested in or
connected with any other party to such contract or transaction, or are
themselves parties to such contract or transaction, provided that such interest
or connection shall be fully
disclosed
or otherwise be known to the Board of Directors at the meeting of said Board at
which such contract or transaction is authorized or confirmed, provided further
that the contract or transaction is fair as to the Company at the time
authorized or confirmed by the Board, and provided further that at the meeting
of the Board at which such contract or transaction is to be authorized or
confirmed, a quorum be present which may include common or interested Directors
for purposes of determining the presence of a quorum, and the Board in good
faith authorizes or confirms such contract or transaction by the affirmative
votes of a majority of the disinterested Directors, even though the
disinterested Directors be less than a quorum. The mere ownership of
stock in another company by a Director shall not disqualify such Director to
vote in respect of any transaction between the Company and such other company,
provided the other provisions of this Section are complied
with.
(b)
No
contract or other transaction between the Company and any other company shall be
affected by the fact that any of the Directors of the Company are interested in
or are directors or officers of such other company, if such contract or
transaction be made, authorized, or confirmed by the Board in the manner
provided in the preceding paragraph, or by any committee of the Board of the
Company having the requisite authority, by vote of a majority of the members of
such committee of the Board not so interested. Any Director
individually may be a party to or may be interested in any contract or
transaction of the Company, provided that such contract or transaction shall be
approved or ratified by the Board or by any committee of the Board having the
requisite authority, in the manner herein set forth.
(c)
The Board
of Directors, in its discretion, may submit any contract or act of the Company
or of the Board for approval or ratification at any meeting of the Members, the
notice of which shall state that the meeting is called for the purpose, or in
part for the purpose, of considering any such act or contract, and any such
contract or act that shall be approved or be ratified by the vote of the holders
of a majority in capital interests of the Company entitled to vote thereat,
shall be as valid and as binding upon the Company and upon all the Members as
though it had been approved and ratified by every Member of the
Company.
(d)
Any
Director of the Company may vote upon any contract or other transaction between
the Company and any subsidiary company without regard to the fact that such
person is also a Director or officer of such subsidiary company.
(e)
No
contract or agreement between the Company, on the one hand, and any other
company or party, on the other hand, which owns a majority of the capital
interests of the Company or any subsidiary of any such other company shall be
made or entered into without the affirmative vote of a majority of the whole
Board at a regular or special meeting of the Board.
ARTICLE
V
OFFICERS
Section 5.01
Office
rs
.
The officers
of the Company shall be a Chairman of the Board, a Chief Executive Officer, a
Chief Operating Officer, one or more Presidents, a Chief Financial Officer, a
Chief Accounting Officer, a Secretary, a Treasurer, and such Vice Presidents,
(including one or more Executive Vice Presidents and Senior Vice Presidents),
and such other officers as may be elected by the Board of Directors or as may be
appointed by the Chief
Executive Officer from time to time as authorized by this
Agreement. The Chairman of the Board, the Chief Executive Officer,
the Chief Operating Officer, one or more Presidents, a Chief Financial Officer,
a Chief Accounting Officer, a Secretary and a Treasurer shall be elected by the
Board. The Board may also elect one or more Executive
Vice Presidents and one or more Senior Vice Presidents, and such other officers,
as the Board may determine from time to time. The Chief Executive
Officer may appoint one or more Vice-Presidents, Assistant Secretaries,
Assistant Treasurers and such other officers as he/she determines from time to
time, other than officers appointed by the Board. The Chief Executive
Officer shall provide the Board with a list of all officers appointed by the
Chief Executive Officer upon the request of any member of the Board at any
time. Officers shall have such powers and duties as are permitted or
required by law and as may be specified by or in accordance with the Certificate
of Formation of the Company, this Agreement, by resolutions of the Board, or, in
the case of officers appointed by the Chief Executive Officer, as may be
specified by the Chief Executive Officer, except such powers as are by statute,
the Certificate of Formation or this Agreement vested solely in the
Members. Each officer shall hold office until such person shall
resign, be removed or such person's successor shall be elected and
qualified. In the absence of any contrary determination by the Board
and except as otherwise expressly provided for in any written contract duly
authorized by the Board, the person designated as Chief Executive Officer shall,
subject to the power and authority of the Members, have general supervision,
direction and control of the officers of the Company and the employees, business
and affairs of the Company and shall have the power to remove any officer of the
Company. Except as otherwise expressly provided for in any written
contract duly authorized by the Board, all officers, agents, and employees shall
be subject to removal at any time by the affirmative vote of a majority of the
Board, and all officers, agents, and employees other than officers elected or
appointed by the Board (who shall be subject to removal as set forth in this
sentence and the immediately preceding sentence), shall also be subject to
removal at any time by the officer with supervisory responsibility over
them. Any officer may resign at any time by giving written notice to
the Secretary of the Company which shall be effective upon
receipt.
Section
5.02
Voting Stock and Other
Interests
. Unless otherwise determined by the Board, the
person designated as the Chief Executive Officer or, in such officer's absence
or with such officer's consent, the next ranking officer of the Company, shall
have full power and authority on behalf of the Company (i) to attend and to
act and to vote, or in the name of the Company to execute proxies to vote, at
any meetings of shareholders of any corporations in which the Company may,
directly or indirectly, hold stock, and at any such meetings shall possess and
may exercise in person or by proxy, any and all rights, powers, and privileges
incident to the ownership of such stock, and (ii) to act and to vote or
consent on behalf of the Company, as a member of any limited liability company,
partnership, or other entity, the Company's ownership or interest therein and
shall possess and may exercise any and all rights, powers and privileges
incident to such ownership or interest. The Board may, by resolution,
from time to time, confer like powers upon any other person or
persons.
Section
5.03
Limitation on Liability;
Indemnification
.
(a)
Notwithstanding
anything to the contrary set forth in this Agreement, no Director or officer
shall be personally liable either to the Company or to any Member for monetary
damages for breach of fiduciary duty as Director or officer, except for
liability (i) for
any
breach of the Director's or officer’s duty of loyalty to the Company or its
Members, (ii) for acts or omissions which are not in good faith or which
involve intentional misconduct or knowing violation of the law, (iii) for
any transaction from which the Director or officer shall have derived an
improper personal benefit or (iv) for any action which would constitute a
violation of Section 18-607 of the Act. Neither amendment nor
repeal of this paragraph (a) nor the adoption of any provision of this
Agreement inconsistent with this paragraph (a) shall eliminate or reduce
the effect of this paragraph (a) in respect of any matter occurring, or any
cause of action, suit or claim that, but for this paragraph (a) of this
Section 5.03, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.
(b)
The
Company shall indemnify any Director or officer of the Company who is or was a
party or is threatened to be made a party to, or testifies in, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative in nature, by reason of the fact that such
person is or was a Director or officer of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
company, partnership, joint venture, employee benefit plan, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding to the fullest extent permitted
by the Act, and the Company may enter into agreements with any such person for
the purpose of providing such indemnification. Expenses incurred by
any Director or officer of the Company in defending or testifying in such
action, suit or proceeding shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such Director or officer of the Company to repay such amount if
it shall ultimately be determined that such Director or officer of the Company
is not entitled to be indemnified by the Company against such expenses as
authorized by this Section 5.03, and the Company may enter into agreements
with such persons for the purpose of providing for such advances.
(c)
The
Company shall have the power to indemnify any employee or agent of the Company
who is or was a party or is threatened to be made a party to, or testifies in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative in nature, by reason of the fact that
such person is or was an employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another company, partnership, joint venture, employee benefit plan, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding to the fullest extent
permitted by the Act, and the Company may enter into agreements with any such
person for the purpose of providing such indemnification. Expenses
incurred by an employee or agent in defending or testifying in such action, suit
or proceeding may be paid by the Company in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such employee or agent to repay such amount if it shall ultimately be
determined that such employee or agent is not entitled to be indemnified by the
Company against such expenses as authorized by this Section 5.03, and the
Company may enter into agreements with such persons for the purpose of providing
for such advances.
(d)
The
indemnification permitted by this Section 5.03 shall not be deemed
exclusive of any other rights to which any person may be entitled under any
agreement, affirmative vote of Members holding not less than a majority of the
capital interests of the Company or disinterested Directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding an office, and shall continue as to a person who has
ceased to be a Director, officer of the Company, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such
person.
(e)
The
Company shall have power to purchase and maintain insurance on behalf of any
person who is or was a Director, officer of the Company, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another company, partnership, joint venture,
employee benefit plan, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or arising
out of such person's status as such, whether or not the Company would have the
power to indemnify such person against such liability under the provisions of
this Section 5.03 or otherwise.
ARTICLE
VI
PURPOSE
Section
6.01
Purpose
. The
purpose of the Company is to engage in any lawful act or activity for which
limited liability companies may be formed under the Act and to engage in any and
all activities necessary or incidental to these acts or activities.
ARTICLE
VII
MEMBERS
Section
7.01
Members
. The
names and business addresses of the Members are as follows:
|
Name
|
|
Address
|
|
ONEOK,
Inc.
|
|
100
West Fifth Street, Suite 1800
Tulsa,
OK 74103
|
ARTICLE
VIII
CAPITAL
INTERETS
/
UNITS
Section
8.01
Units.
There
shall be an aggregate of one hundred (100) Units in the Company, all of which
have been issued to ONEOK, Inc. The term "Unit" shall mean a unit
representing a capital interest in the Company.
ARTICLE
IX
CAPITAL
CONTRIBUTIONS
Section
9.01
Capital
Contributions
. The Members shall make contributions of capital
of the Company at the times and in the amounts as determined by unanimous
consent of the Members.
ARTICLE
X
ALLOCATION OF PROFITS AND
LOSSES
Section
10.01
Allocation of Profits and
Losses
. The Company's profits and losses will be allocated
among the Members in proportion to the value of the capital contributions of the
Members.
ARTICLE
XI
DISTRIBUTIONS
Section
11.01
Distributions
. Distributions
shall be made to the Members at the times and in the aggregate amounts
determined by unanimous consent of the Members. Such distributions
shall be allocated among the Members in proportion to the value of the capital
contributions of the Members.
ARTICLE
XII
WITHDRAWAL OF
MEMBER
Section
12.01
Withdrawal of
Member
. A Member may withdraw from the Company in accordance
with the Act.
ARTICLE
XIII
ASSIGNMENTS
Section
13.01
Assignments
. A
Member may assign, in whole or in part, its membership interest in the Company;
provided, however, an assignee of a membership interest may not become a Member
without the approval by vote or written consent of the Members holding at least
a majority of the capital interests in the Company, excluding the Member who
assigns or proposes to assign its membership interest; except that such vote or
consent is not required for an assignment made by ONEOK, Inc., or an affiliate
of ONEOK, Inc.
ARTICLE
XIV
ADMISSION OF ADDITIONAL
MEMBERS
Section
14.01
Admission of Additional
Members
. One or more additional Members of the Company may be
admitted to the Company with the vote or written consent of the Members holding
a majority of the capital interests of the Company.
ARTICLE
XV
LIABILITY OF
MEMBERS
Section
15.01
Liability of
Members
. The Members shall not have any liability for the
obligations or liabilities of the Company, except to the extent provided in the
Act.
ARTICLE
XVI
TAX
MATTERS
Section
16.01
Fiscal
Year
. The fiscal year of the Company shall end as of the 31st
day of December of each year.
ARTICLE
XVII
GENERAL
PROVISIONS
Section
17.01
Conveyances
. All
of the assets of the Company shall be held in the name of the
Company. Any deed, bill of sale, mortgage, lease, contract of sale or
other instrument purporting to convey or encumber the interest of the Company of
all or any portion of the assets of the Company shall be sufficient if signed on
behalf of the Company by an officer of the Company. No person shall
be required to inquire into the authority of any individual to sign any
instrument which is executed pursuant to this Section 17.01.
Section
17.02
Amendment
. This
Agreement may be amended by a vote or consent of Members holding a majority of
capital interests in the Company, except Articles IX, X, XI and XV which will
require the unanimous vote or consent of all Members. Anything herein
to the contrary notwithstanding, no amendment shall be adopted or effective if,
in the opinion of counsel to the Company, it would change the Company to an
association taxable as a corporation, change the liability of or reduce the
interests of the Members, unless the affected party shall affirmatively consent
thereto, or result in any adverse securities law or other adverse legal
consequences.
Section
17.03
Anticipated
Transactions
. It is recognized that the Members and the
officers have other legal and financial relationships and that they will
participate in business ventures other than the Company that may be in direct
competition with the Company.
Section
17.04
Entire
Agreement
. This Agreement and the Articles embody the entire
understanding and agreement among the Members concerning the Company and
supersede any and all prior negotiations, understandings or agreements in regard
thereto.
Section
17.05
Counterparts
. This
Agreement may be executed in multiple counterpart copies, each of which shall be
considered an original and all of which taken together shall constitute one and
the same instrument.
Section
17.06
Choice of
Law
. This Agreement shall be construed and interpreted
according to the laws of the State of Delaware.
Section
17.07
Binding
Effect
. This Agreement and all of the terms and provisions
hereof shall be binding upon and shall insure to the benefit of the Members and
their respective heirs, executors, administrators, trustees, successors and
permitted assigns.
Section
17.08
Gender and Number;
Person
. Whenever the context requires, the gender of all words
used herein shall include the masculine, feminine and neuter, and the number of
all words shall include the singular and plural thereof. As used
herein, "person" shall mean and include a natural person, corporation,
partnership, trust, estate, limited liability company, government unit or other
entity.
Section
17.09
Members; Limited Liability
Company Agreement
. As used herein, the term "Member" or
"Members" shall include all assignees and transferees of interests who are
admitted as members or persons who become Members under the provisions of
Sections 13.01 and 14.01 hereof. As used herein, the term "this
Agreement" shall include this Second Amended and Restated Limited Liability
Company Agreement as it may be amended from time to time.
Section
17.10
Headings
. All
headings and other titles and captions used in this Agreement are for
convenience only and shall not be considered in construing or interpreting any
provision of this Agreement.
Section
17.11
Waiver
. Whenever
any notice is required to be given under the Act, the Articles or this
Agreement, a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.
Section
17.12
Amendment and
Restatement
. This Agreement amends and restates in its
entirety the Prior LLC Agreement. From and after the date hereof, all
rights and obligations of the Members of the Company shall be governed by this
Agreement and the Prior LLC Agreement shall have no force and
effect.
[Remainder
of Page Intentionally Left Blank]
IN WITNESS OF WHICH,
the
undersigned has duly executed this Agreement as of the date first set forth
above.
ONEOK,
Inc., an Oklahoma corporation,
sole
Member
By
/s/ John W. Gibson
John W.
Gibson, Chief Executive Officer
"Member"