SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARLIN MIDSTREAM PARTNERS, LP A Delaware Limited Partnership Dated as of February 27, 2015Marlin Midstream Partners, LP • March 5th, 2015 • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARLIN MIDSTREAM PARTNERS, LP, dated as of February 27, 2015 (the “Effective Date”), is entered into by and between MARLIN MIDSTREAM GP, LLC, a Delaware limited liability company, as the General Partner, and any other Persons who are or become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CREDIT AGREEMENT dated as of February 27, 2015, by and among MARLIN MIDSTREAM PARTNERS, LP, as Borrower, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing...Credit Agreement • March 5th, 2015 • Marlin Midstream Partners, LP • Natural gas transmission • New York
CREDIT AGREEMENT, dated as of February 27, 2015, by and among MARLIN MIDSTREAM PARTNERS, LP, a Delaware limited partnership, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 26th, 2014 • Marlin Midstream Partners, LP • Natural gas transmission • Delaware
This First Amended and Restated Limited Liability Company Agreement (the “Agreement”), dated as of July 31, 2013, is entered into by NuDevco Midstream Development, LLC, a Texas limited liability company (“NuDevco Midstream Development”), as the sole Member of Marlin Midstream GP, LLC, the limited liability company to be governed by this Agreement (the “Company”) and shall be effective immediately.
MARLIN MIDSTREAM PARTNERS, LP PHANTOM UNIT AGREEMENTPhantom Unit Agreement • July 3rd, 2013 • Marlin Midstream Partners, LP • Natural gas transmission • Delaware
Pursuant to this Phantom Unit Agreement, dated as of [ ], 2013 (this “Agreement”), Marlin Midstream GP, LLC (the “Company”), as the general partner of Marlin Midstream Partners, LP (the “Partnership”), hereby grants to [ ] (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the Marlin Midstream Partners, LP 2013 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit granted hereunder shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
MARLIN MIDSTREAM PARTNERS, LP (a Delaware limited partnership) [—] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • July 11th, 2013 • Marlin Midstream Partners, LP • Natural gas transmission • New York
TRANSLOADING SERVICES AGREEMENTTransloading Services Agreement • August 5th, 2013 • Marlin Midstream Partners, LP • Natural gas transmission • Texas
THIS TRANSLOADING SERVICES AGREEMENT (this “Agreement”) is dated as of July 31, 2013, between Marlin Logistics, LLC, a Texas limited liability company (“Marlin”), and Associated Energy Services, LP, a Texas limited partnership (“AES”), both sometime hereinafter referred to jointly as the “Parties” and each individually as a “Party”.
CREDIT AGREEMENT among MARLIN MIDSTREAM PARTNERS, LP, MARLIN MIDSTREAM, LLC, and MARLIN LOGISTICS, LLC, as Co-Borrowers, SOCIÉTÉ GÉNÉRALE, as Administrative Agent, an Issuing Bank, Swing Line Bank and a Bank, and SG AMERICAS SECURITIES, LLC, as Sole...Credit Agreement • August 5th, 2013 • Marlin Midstream Partners, LP • Natural gas transmission • New York
THIS CREDIT AGREEMENT (this “Agreement”) is dated as of July 31, 2013, among MARLIN MIDSTREAM PARTNERS, LP (“MMP”), a Delaware limited partnership, MARLIN MIDSTREAM, LLC (“Midstream”), a Texas limited liability company, MARLIN LOGISTICS, LLC (“Logistics”), a Texas limited liability company, (jointly, severally and together, the “Co-Borrowers,” and each individually, a “Co-Borrower”), SOCIÉTÉ GÉNÉRALE, as Agent, Issuing Bank, Swing Line Bank and a Bank, SG AMERICAS SECURITIES, LLC, as Sole Lead Arranger and Sole Bookrunner, and each other financial institution which may become a party hereto (collectively, the “Banks”).
OMNIBUS AGREEMENT among NUDEVCO PARTNERS, LLC, NUDEVCO PARTNERS HOLDINGS, LLC, NUDEVCO MIDSTREAM DEVELOPMENT, LLC, MARLIN MIDSTREAM PARTNERS, LP, and MARLIN MIDSTREAM GP, LLCOmnibus Agreement • August 5th, 2013 • Marlin Midstream Partners, LP • Natural gas transmission
This OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein) among NuDevco Partners, LLC, a Texas limited liability company (“NuDevco”), NuDevco Partners Holdings, LLC, a Texas limited liability company (“NuDevco Holdings”), NuDevco Midstream Development, LLC, a Texas limited liability company (“NuDevco Midstream Development”), Marlin Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and Marlin Midstream GP, LLC, a Delaware limited liability company (the “General Partner”). The above-named entities are sometimes referred to in this Agreement (as defined herein) each as a “Party” and collectively as the “Parties.”
GAS GATHERING AND PROCESSING AGREEMENTGathering and Processing Agreement • August 5th, 2013 • Marlin Midstream Partners, LP • Natural gas transmission • Texas
This Gas Gathering and Processing Agreement (this “Agreement”) is entered as of July 31, 2013, between Associated Energy Services, LP (“Supplier”) and Marlin Midstream, LLC (“Processor”). Each of Supplier and Processor shall be referred to individually as a “Party” and collectively as the “Parties” in this Agreement.
CONTRIBUTION AGREEMENT BY AND AMONG NUDEVCO MIDSTREAM DEVELOPMENT, LLC AS CONTRIBUTOR, AND MARLIN MIDSTREAM PARTNERS, LP AS CONTRIBUTEE, MARLIN MIDSTREAM GP, LLC, IN ITS CAPACITY AS GENERAL PARTNER July 30, 2014Contribution Agreement • October 30th, 2014 • Marlin Midstream Partners, LP • Natural gas transmission • Texas
GAS GATHERING AND PROCESSING AGREEMENTGas Gathering and Processing Agreement • July 11th, 2013 • Marlin Midstream Partners, LP • Natural gas transmission • Texas
that contains a percentage by volume of Carbon Dioxide in excess of ** but less than ** Producer agrees to pay Processor an additional fee of ** MMBtu, which shall be in addition to the fees set forth in Exhibit B. If Processor, in its sole and absolute discretion, elects to accept Producers gas that contains a percentage by volume of Carbon Dioxide that is greater than ** but less than ** Producer agrees to pay Processor an additional fee of ** per MMBtu, which shall be in addition to the fees set forth in Exhibit B. The failure to accept gas from Producer as provided herein shall not form the basis for Producer to terminate this Agreement based on Processor’s failure to process Producer’s Gas for any specified period of time. Any gas not accepted shall be temporarily released for flow to alternative pipelines. Producer shall use its best efforts to cause any such temporarily released gas to be brought into compliance with the above specifications as soon as possible and recommence th
SETTLEMENT AGREEMENT REGARDING AES CONTRACTS between AZURE MIDSTREAM PARTNERS, LP MARLIN MIDSTREAM, LLC and MARLIN LOGISTICS, LLC, and ASSOCIATED ENERGY SERVICES, LP, NUDEVCO MIDSTREAM DEVELOPMENT, LLC and MARLIN IDR HOLDINGS, LLC Dated Effective as...Settlement Agreement • April 5th, 2016 • Azure Midstream Partners, Lp • Natural gas transmission • Texas
Azure Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and its subsidiaries Marlin Midstream, LLC, a Texas limited liability company (“MMLLC”) and Marlin Logistics, LLC, a Texas limited liability company (“Logistics”), on the one hand (collectively, the “Azure Parties”), and Associated Energy Services, LP, a Texas limited partnership (“AES”), NuDevco Midstream Development, LLC, a Texas limited liability company (“NuDevco”), and Marlin IDR Holdings, LLC, a Delaware limited liability company (“IDR Holdings”), on the other hand (collectively, the “AES Parties”, and together with the Azure Parties, the “Parties”) have agreed to settle certain matters related to the AES Contracts (as defined below) on the terms set forth in this agreement, effective for all purposes as among them as of the close of business on March 31, 2016 (the “Effective Date”), except to the extent a different date for effectiveness is specified herein or in any related agreements hereunder.
AMENDMENT TO TRANSLOADING SERVICES AGREEMENT BETWEEN ASSOCIATED ENERGY SERVICES, LP AND MARLIN LOGISTICS, LLCTransloading Services • March 5th, 2015 • Marlin Midstream Partners, LP • Natural gas transmission
This Amendment to Transloading Services Agreement (“Amendment”) is made and entered into effective as of the 27th day of February, 2015 (the “Execution Date”), by and between Marlin Logistics, LLC (“Marlin”) and Associated Energy Services, LP (“AES”). Hereinafter Marlin and AES may sometimes be collective referred to as the “Parties” and individually as a “Party.”
LADDER TRANSLOADING SERVICES AGREEMENTLadder Transloading Services Agreement • August 5th, 2013 • Marlin Midstream Partners, LP • Natural gas transmission • Texas
THIS LADDER TRANSLOADING SERVICES AGREEMENT (this “Agreement”) is dated as of July 31, 2013, between Marlin Logistics, LLC, a Texas limited liability company (“Marlin”), and Associated Energy Services, LP, a Texas limited partnership (“AES”), both sometime hereinafter referred to jointly as the “Parties” and each individually as a “Party”.
OMNIBUS AGREEMENT by and among AZURE MIDSTREAM ENERGY LLC, MARLIN MIDSTREAM PARTNERS, LP and MARLIN MIDSTREAM GP, LLCOmnibus Agreement • March 5th, 2015 • Marlin Midstream Partners, LP • Natural gas transmission
This Omnibus Agreement (this “Agreement”) is made and entered into as of February 27, 2015 (the “Execution Date”), by and among Azure Midstream Energy LLC, a Delaware limited liability company (“Azure”), Marlin Midstream Partners, LP, a Delaware limited partnership (the “MLP”), and Marlin Midstream GP, LLC, a Delaware limited liability company and the sole general partner of the MLP (“MLP GP”). Each of the parties to this Agreement is sometimes referred to individually in this Agreement as a “Party” and are sometimes collectively referred to in this Agreement as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in Article I.
Term Purchase ContractMarlin Midstream Partners, LP • June 10th, 2013 • Natural gas transmission
This confirms the following transaction negotiated between Enterprise Products Operating LLC and Marlin Midstream LLC.
GAS GATHERING AGREEMENT AZURE ETG, LLC AS GATHERER AND TGG PIPELINE, LTD AS SHIPPERGas Gathering Agreement • August 12th, 2015 • Azure Midstream Partners, Lp • Natural gas transmission • Texas
each compressor station during its period of operation. Such average discharge pressure in pounds per square inch gauge (psig) shall be divided by the average suction pressure in psig, and then be divided by three and one-half (3.5) compression ratios, with the resulting number being the number of theoretical stages of compression for such compressor station for which Shipper shall be charged. For example, if in a Month, the average suction pressure and the average discharge pressure of a compressor station during its period of operation are 300 psig and 1,050 psig, respectively, then the number of theoretical stages of compression for such compressor station would be 1.0 (i.e. 1,050 ÷ 300, ÷ 3.5) and the fee for such compression for such Month would be $0.08 per Mcf.
AMENDMENT TO LADDER TRANSLOADING SERVICES AGREEMENT BETWEEN ASSOCIATED ENERGY SERVICES, LP AND MARLIN LOGISTICS, LLCLadder Transloading Services • March 5th, 2015 • Marlin Midstream Partners, LP • Natural gas transmission
This Amendment to Ladder Transloading Services Agreement (“Amendment”) is made and entered into effective as of the 27th day of February, 2015 (the “Execution Date”), by and between Marlin Logistics, LLC (“Marlin”) and Associated Energy Services, LP (“AES”). Hereinafter Marlin and AES may sometimes be collective referred to as the “Parties” and individually as a “Party.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • July 3rd, 2013 • Marlin Midstream Partners, LP • Natural gas transmission • Delaware
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [•], 2013 (this “Agreement”), is entered into by and among MARLIN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Partnership”), MARLIN MIDSTREAM GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), MARLIN IDR HOLDINGS, LLC, a Delaware limited liability company (“Marlin IDR”), MARLIN MIDSTREAM, LLC, a Texas limited liability company (“Marlin Midstream”), MARLIN LOGISTICS, LLC, a Texas limited liability company (“Marlin Logistics”), NUDEVCO PARTNERS, LLC, a Texas limited liability company (“NuDevco”), NUDEVCO PARTNERS HOLDINGS, LLC, a Texas limited liability company (“Holdings”), NUDEVCO MIDSTREAM DEVELOPMENT, LLC, a Texas limited partnership (“NuDevco Midstream Development”), SPARK ENERGY VENTURES, LLC, a Delaware limited liability company (“Spark Energy”) and W. Keith Maxwell III (“Maxwell”) (each, a “Party” and collectively, the “Parties”).
AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENTWaiver Agreement • January 18th, 2017 • Azure Midstream Partners, Lp • Natural gas transmission • New York
This Limited Duration Waiver Agreement (this “Agreement”) dated as of January 13, 2017, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the “Effective Date”), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, an “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AZURE MIDSTREAM PARTNERS, LPSecond Amendment • April 5th, 2016 • Azure Midstream Partners, Lp • Natural gas transmission • Delaware
This Second Amendment (this “Amendment”) to Second Amended and Restated Agreement of Limited Partnership of Azure Midstream Partners, LP, dated as of March 30, 2016 (the “Effective Date”), is entered into by Azure Midstream Partners GP, LLC, a Delaware limited liability company (the “General Partner”) and the general partner of Azure Midstream Partners, LP, a Delaware limited partnership (the “Partnership”). Capitalized terms used but not defined herein are used as defined in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of February 27, 2015, as amended by the First Amendment thereto, dated as of May 19, 2015 (as so amended, the “Partnership Agreement”).
PURCHASE AND SALE AGREEMENT dated as of March 10, 2017 by and among Azure Midstream Partners, LP, Azure TGG, LLC, Talco Midstream Assets, Ltd., Azure ETG, LLC, Marlin Midstream, LLC and Turkey Creek Pipeline, LLC, as Sellers, and BTA Gathering LLC, as...Purchase and Sale Agreement • March 21st, 2017 • Azure Midstream Partners, Lp • Natural gas transmission • Texas
This Purchase and Sale Agreement (as the same may be amended or modified in accordance herewith, this “Agreement”), dated as of March 10, 2017 (the “Execution Date”), is entered into by and among Azure Midstream Partners, LP, a Delaware limited partnership (“Azure”), Azure TGG, LLC, a Delaware limited liability company (“Azure TGG”), Talco Midstream Assets, Ltd., a Texas limited partnership (“Talco Midstream”), Azure ETG, LLC, a Delaware limited liability company (“Azure ETG”), Marlin Midstream, LLC, a Texas limited liability company (“Marlin Midstream”), and Turkey Creek Pipeline, LLC, a Texas limited liability company (“Turkey Creek,” and together with Azure, Azure TGG, Talco Midstream, Azure ETG and Marlin Midstream, each a “Seller” and collectively, the “Sellers”), BTA Gathering LLC, a Delaware limited liability company (“Buyer”), and, solely for the purpose of being bound by Section 12.16, Enterprise Products Operating LLC, a Texas limited liability company (“Guarantor”). Sellers
AZURE MIDSTREAM PARTNERS GP, LLC. July 1, 2016Azure Midstream Partners, Lp • July 1st, 2016 • Natural gas transmission
This letter confirms that Azure Midstream Partners GP, LLC (“ Employer”) has agreed to retain your services on behalf of Azure Midstream Partners, LP (the “Partnership”) as President and Chief Executive Officer of Employer (and in a similar position for any of the Partnership’s subsidiaries for which you currently act in such capacities), and you have agreed to serve it in such capacities, from the date of this letter through March 31, 2017 (the “Retention Period”).
MARLIN MIDSTREAM PARTNERS, LP (a Delaware limited partnership) 6,875,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • July 31st, 2013 • Marlin Midstream Partners, LP • Natural gas transmission • New York
AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENTCredit Agreement • March 30th, 2016 • Azure Midstream Partners, Lp • Natural gas transmission • New York
This AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENT (this “Agreement”), dated as of March 29, 2016, (the “Effective Date”) is by and among AZURE MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Borrower”), the subsidiaries of the Borrower party hereto (each a “Guarantor” and collectively, the “Guarantors”), the Lenders (as defined below), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, an “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).
GAS GATHERING AND PROCESSING AGREEMENTGas Gathering and Processing Agreement • June 10th, 2013 • Marlin Midstream Partners, LP • Natural gas transmission • Texas
This Gas Gathering and Processing Agreement (“Agreement”) is made and entered into effective as of the in service date of the C.E. Moore Interconnection, as defined hereinafter (the “Effective Date”), between Marlin G&P I, LLC (“Processor”), a Texas limited liability company, and Anadarko E&P Company LP (“Producer”), a Delaware limited partnership. Hereinafter, Processor and Producer may sometimes be referred to collectively as the “Parties” and individually as a “Party.”
January 15, 2017 «First_Name» «Last_Name» «Address1» «City», «State» «Zip» Re: Key Employee Retention Bonus Dear «Nick_Name»:Azure Midstream Partners, Lp • January 20th, 2017 • Natural gas transmission • Texas
In recognition of your continuing key role at Azure Midstream Partners LP (“Azure”) and Azure Midstream Energy LLC (“AME” and together with Azure, the “Companies”), you shall be entitled to a retention bonus upon the terms and conditions set forth in this letter agreement (this “Agreement”). Please refer to Appendix A for certain defined terms used herein.
AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENTLimited Duration Waiver Agreement • December 20th, 2016 • Azure Midstream Partners, Lp • Natural gas transmission • New York
This Limited Duration Waiver Agreement (this “Agreement”) dated as of December 16, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the “Effective Date”), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, an “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).
AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT AND AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • July 1st, 2016 • Azure Midstream Partners, Lp • Natural gas transmission
This Limited Duration Waiver Agreement and Amendment No. 4 to Credit Agreement (this “Agreement”) dated as of June 30, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 12 (the “Effective Date”), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, an “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).
AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENTLimited Duration Waiver Agreement • December 5th, 2016 • Azure Midstream Partners, Lp • Natural gas transmission • New York
This Limited Duration Waiver Agreement (this “Agreement”) dated as of November 30, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the “Effective Date”), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, an “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).
AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENTLimited Duration Waiver Agreement • November 2nd, 2016 • Azure Midstream Partners, Lp • Natural gas transmission • New York
This Limited Duration Waiver Agreement (this “Agreement”) dated as of October 28, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the “Effective Date”), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, an “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).
AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT AND AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • August 17th, 2016 • Azure Midstream Partners, Lp • Natural gas transmission • New York
This Limited Duration Waiver Agreement and Amendment No. 5 to Credit Agreement (this “Agreement”) dated as of August 12, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 12 (the “Effective Date”), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, an “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).
TRANSACTION AGREEMENT BY AND AMONG AZURE MIDSTREAM ENERGY LLC, MARLIN MIDSTREAM PARTNERS, LP, MARLIN MIDSTREAM GP, LLC, MARLIN IDR HOLDINGS, LLC, AND NUDEVCO MIDSTREAM DEVELOPMENT, LLC, January 14, 2015Transaction Agreement • January 20th, 2015 • Marlin Midstream Partners, LP • Natural gas transmission • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of January 14, 2015 (the “Execution Date”), is made and entered into by and among Azure Midstream Energy LLC, a Delaware limited liability company (“Azure”), Marlin Midstream Partners, LP, a Delaware limited partnership (“Marlin”), Marlin Midstream GP, LLC, a Delaware limited liability company and the sole general partner of Marlin (“Marlin GP”), Marlin IDR Holdings, LLC, a Delaware limited liability company (“IDRH”) and NuDevco Midstream Development, LLC, a Texas limited liability company (“NMD”).
GUARANTYGuaranty • August 7th, 2014 • Marlin Midstream Partners, LP • Natural gas transmission • Texas
This GUARANTY is made and given the 1st day of August, 2014, by NuDevco Partners Holdings, LLC (“GUARANTOR”) in favor of Marlin Midstream Partners, LP having its principal offices at 2105 CityWest Blvd., Suite 100, Houston, TX 77042, and its subsidiaries and affiliates (collectively, “BENEFICIARY”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • August 5th, 2013 • Marlin Midstream Partners, LP • Natural gas transmission • Delaware
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of July 31, 2013 (this “Agreement”), is entered into by and among MARLIN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Partnership”), MARLIN MIDSTREAM GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), MARLIN IDR HOLDINGS, LLC, a Delaware limited liability company (“Marlin IDR”), MARLIN MIDSTREAM, LLC, a Texas limited liability company (“Marlin Midstream”), MARLIN LOGISTICS, LLC, a Texas limited liability company (“Marlin Logistics”), NUDEVCO PARTNERS, LLC, a Texas limited liability company (“NuDevco”), NUDEVCO PARTNERS HOLDINGS, LLC, a Texas limited liability company (“Holdings”), NUDEVCO MIDSTREAM DEVELOPMENT, LLC, a Texas limited liability company (“NuDevco Midstream Development”), SPARK ENERGY VENTURES, LLC, a Texas limited liability company (“Spark Energy”) and W. Keith Maxwell III (“Maxwell”) (each, a “Party” and collectively, the “Parties
