AS WITNESS HEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives on the date herein above mentioned. XXXX CORPORATION By: Name: Title: XXXX TRADING CORPORATION By: Name: Title: HESS MIDSTREAM PARTNERS GP LLC By: Name: Title: XXXX MIDSTREAM PARTNERS GP LP By: Hess Midstream Partners GP LLC, its general partner By: Name: Title: EXHIBIT A
AS WITNESS HEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives on the date herein above mentioned. PennTex Midstream Partners, LLC By: Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer PennTex Midstream Management Company, LLC By: Name: Title: PennTex Midstream GP, LLC By: Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer PennTex Midstream Partners, LP By: PennTex Midstream GP, LLC, its general partner By: Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer
AS WITNESS HEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives on the date herein above mentioned. CHENIERE ENERGY PARTNERS GP, LLC By: Name: Title: CHENIERE LNG O&M SERVICES, L.P. By: Cheniere Resources, Inc., its General Partner By: Name: Title: EXHIBIT A Definitions
AS WITNESS HEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives on the date herein above mentioned. CHENIERE ENERGY PARTNERS GP, LLC By: /S/ XXX X. XXXXXXXXX Name: Xxx X. Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer CHENIERE LNG O&M SERVICES, L.P. By: Cheniere Resources, Inc., its General Partner By: /S/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer EXHIBIT A Definitions
AS WITNESS HEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives on the date herein above mentioned. XXXX CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President, General Counsel and Secretary HESS TRADING CORPORATION By: /s/ Xxxxxx X. Villas Name: Xxxxxx X. Villas Title: President HESS MIDSTREAM PARTNERS GP LLC By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Chief Financial Officer XXXX MIDSTREAM PARTNERS GP LP By: Hess Midstream Partners GP LLC, its general partner By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Chief Financial Officer EXHIBIT A
AS WITNESS HEREOF the Parties have caused this Employee Secondment Agreement to be executed by their duly authorized representatives on the date herein above mentioned. EQT CORPORATION By: /s/ Xxxxxx X. Xxxxxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxxxxx Title: President and Chief Executive Officer RICE MIDSTREAM PARTNERS LP By: Rice Midstream Management LLC, its general partner By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Senior Vice President and Chief Financial Officer FOR THE LIMITED PURPOSES SET FORTH IN SECTION 6(J): EQT RE, LLC By: /s/ Xxxxx X. Xxxxxxxxx, Xx. Name: Xxxxx X. Xxxxxxxxx, Xx. Title: President
AS WITNESS HEREOF the Parties have executed this Management and Advisory Services Agreement as of the Effective Date. TELLURIAN: TELLURIAN INC. By: Name: Title: THE PARTNERSHIP: DRIFTWOOD HOLDINGS LP By: Name: Title: SIGNATURE PAGE TO THE MANAGEMENT AND ADVISORY SERVICES AGREEMENT EXHIBIT B FORM OF GENERAL PARTNER LLC AGREEMENT [See attached] Exhibit B to Equity Capital Contribution Agreement SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DRIFTWOOD GP HOLDINGS LLC (a Delaware limited liability company) THE UNITS REFERENCED IN THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS UNDER SUCH ACT AND LAWS. THE SALE, TRANSFER OR OTHER DISPOSITION OF SUCH UNITS IS PROHIBITED UNLESS SUCH SALE, TRANSFER OR DISPOSITION IS MADE IN COMPLIANCE WITH SUCH ACT AND OTHER APPLICABLE LAWS. ADDITIONAL RESTRICTIONS ON TRANSFER OF SUCH UNITS ARE SET FORTH IN THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT. TABLE OF CONTENTS Page Article I DEFINITIONS 1 1.1. Definitions 1 1.2. Other Definitional Provisions 8 Article II ORGANIZATION 9 2.1. Formation; Amendment and Restatement of Original Agreement 9 2.2. Name 9 2.3. Registered Office and Registered Agent 9 2.4. Purpose 9 2.5. Foreign Qualification 9 2.6. Term 10 2.7. Mergers and Exchanges 10 2.8. Tax Classification 10 Article III UNITS AND TRANSFERS 10 3.1. Units 10 3.2. Transfer of Units 10 Article IV CAPITAL CONTRIBUTIONS AND DISTRIBUTIONS 10 4.1. Capital Contributions; Return of Cash 10 4.2. Return of Capital Contributions 10 4.3. Calculation of Profits and Losses 11 4.4. Distributions 11 Article V MANAGEMENT OF THE COMPANY 11 5.1. Management by the Member 11 5.2. Board 17 5.3. Meetings of the Board 19 5.4. Quorum and Voting 20 5.5. Resignation, Removal, and Vacancies 20 5.6. Officers 21 5.7. Partnership Budgets 23 5.8. Compensation and Reimbursement of Directors 25 5.9. Books and Records 26 5.10. Advisory Committee 26 5.11. Gas Trading 26 Article VI EXCULPATION AND INDEMNIFICATION 27 6.1. Exculpation 27 6.2. Indemnification 28 6.3. Limitation by Law 31 6.4. Survival 31 6.5. Enforcement by Third Parties 31 Article VII DISSOLUTION, LIQUIDATION, AND TERMINATION 31 7.1. Dissolution 31 7.2. Liquidation and Termination 32 7.3. Provision for Contingent Claims 33 Article VIII AMENDMENTS 33 8.1. Amendments to be Adopted by the Company 33 8.2. Amendment Proced...
AS WITNESS HEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives on the date herein above mentioned. XXXX CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer HESS TRADING CORPORATION By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Chief Financial Officer HESS MIDSTREAM GP LLC By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Chief Financial Officer XXXX MIDSTREAM GP LP By: Hess Midstream GP LLC, its general partner By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Chief Financial Officer Solely for the limited purposes of Section 6.5: HESS MIDSTREAM PARTNERS GP LLC By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Chief Financial Officer XXXX MIDSTREAM PARTNERS GP LP By: Hess Midstream Partners GP LLC, its general partner By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Chief Financial Officer EXHIBIT A
AS WITNESS HEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives on the date herein above mentioned. OCCIDENTAL PETROLEUM CORPORATION By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Secretary ANADARKO PETROLEUM CORPORATION By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Secretary WESTERN MIDSTREAM OPERATING GP, LLC By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: President and Chief Executive Officer EXHIBIT A This Exhibit A is attached the Amended and Restated Services, Secondment and Employee Transfer Agreement (the “Agreement”) dated December 31, 2019 by and between Anadarko Petroleum Corporation, Occidental Petroleum Corporation and Western Midstream Operating GP, LLC. All defined terms used herein shall have the same meaning as set forth in the Agreement.
AS WITNESS HEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives on the date herein above mentioned. PennTex Midstream Partners, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer PennTex Midstream Management Company, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer PennTex Midstream GP, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer PennTex Midstream Partners, LP By: PennTex Midstream GP, LLC, its general partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer
