CREDIT AGREEMENT DATED AS OF MARCH 7, 2014 AMONG ENLINK MIDSTREAM, LLC, AS THE BORROWER, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, SWING LINE LENDER AND L/C ISSUER, AND THE OTHER LENDERS PARTY HERETO BANK OF AMERICA MERRILL LYNCH, CITIGROUP...Credit Agreement • March 11th, 2014 • EnLink Midstream, LLC • Natural gas transmission • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 7, 2014, among ENLINK MIDSTREAM, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and ROYAL BANK OF CANADA and BANK OF MONTREAL, as Co-Documentation Agents.
RECEIVABLES FINANCING AGREEMENT Dated as of October 21, 2020 by and among ENLINK MIDSTREAM FUNDING, LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, ENLINK MIDSTREAM...Receivables Financing Agreement • October 22nd, 2020 • EnLink Midstream, LLC • Natural gas transmission • New York
This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of October 21, 2020 by and among the following parties:
ENLINK MIDSTREAM, LLC as Issuer, ANY SUBSIDIARY GUARANTORS PARTY HERETO, and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of August 15, 2024 Debt Securities CROSS-REFERENCE TABLEIndenture • August 15th, 2024 • EnLink Midstream, LLC • Natural gas transmission
THIS INDENTURE dated as of August 15, 2024 is among EnLink Midstream, LLC, a Delaware limited liability company (the “Company”), any Subsidiary Guarantors (as defined herein) that may become parties hereto, and Computershare Trust Company, N.A., a national banking association and limited Trust Company organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
amended and restated REVOLVING CREDIT AGREEMENT Dated as of june 3, 2022 among ENLINK MIDSTREAM, LLC, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto BOFA...Revolving Credit Agreement • June 6th, 2022 • EnLink Midstream, LLC • Natural gas transmission • New York
TERM LOAN AGREEMENT DATED AS OF DECEMBER 11, 2018 AMONG ENLINK MIDSTREAM PARTNERS, LP AS THE BORROWER, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND THE OTHER LENDERS PARTY HERETO MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BMO CAPITAL...Term Loan Agreement • December 12th, 2018 • EnLink Midstream, LLC • Natural gas transmission • New York
This TERM LOAN AGREEMENT (“Agreement”) is entered into as of December 11, 2018, among ENLINK MIDSTREAM PARTNERS, LP a Delaware limited partnership (together with its successors and assigns, “ENLK”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, BANK OF MONTREAL, and ROYAL BANK OF CANADA, as Co-Syndication Agents, and CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENLINK MIDSTREAM GP, LLCLimited Liability Company Agreement • July 23rd, 2018 • EnLink Midstream, LLC • Natural gas transmission • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of EnLink Midstream GP, LLC, a Delaware limited liability company (the “Company”), dated as of the 18th day of July, 2018, is adopted, executed and agreed to, for good and valuable consideration, by EnLink Midstream, Inc., a Delaware corporation and the sole member of the Company (“EMI”).
ENLINK MIDSTREAM OPERATING, LP CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 1st, 2024 • EnLink Midstream, LLC • Natural gas transmission • Texas
This CHANGE IN CONTROL AGREEMENT (this “Agreement”) dated as of ___________, 20__ (the “Effective Date”) is made by and between EnLink Midstream Operating, LP, a Delaware limited partnership (the “Company”) and ______________, an individual (“Individual”).
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF ENLINK MIDSTREAM, LLCOperating Agreement • January 29th, 2019 • EnLink Midstream, LLC • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT of EnLink Midstream, LLC (the “Company”), dated as of January 25, 2019, is entered into by EnLink Midstream Manager, LLC, a Delaware limited liability company, as the Managing Member, and any other Persons who become Members in the Company or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
FORM OF RESTRICTED INCENTIVE UNIT AGREEMENT (Employee)Restricted Incentive Unit Agreement • March 7th, 2014 • EnLink Midstream, LLC • Natural gas transmission • Delaware
THIS RESTRICTED INCENTIVE UNIT AGREEMENT (this “Agreement”) is entered into by and between EnLink Midstream, LLC, a Delaware limited liability company (the “Company”), and (“Participant”) as of the Grant Date.
PERFORMANCE UNIT AGREEMENTPerformance Unit Agreement • February 21st, 2024 • EnLink Midstream, LLC • Natural gas transmission • Delaware
THIS PERFORMANCE UNIT AGREEMENT (this “Agreement”) is entered into by and between EnLink Midstream, LLC, a Delaware limited liability company (the “Company”), and _____________ (“Participant”) as of the Grant Date (as defined below).
ENLINK MIDSTREAM OPERATING, LP SEVERANCE AGREEMENTSeverance Agreement • May 1st, 2024 • EnLink Midstream, LLC • Natural gas transmission • Texas
THIS SEVERANCE AGREEMENT (this “Agreement”) dated as of _______________, 20__ (the “Effective Date”) is made by and between EnLink Midstream Operating, LP, a Delaware limited partnership (the “Company”) and _________________ , an individual (“Individual”).
UNIT REPURCHASE AGREEMENTUnit Repurchase Agreement • January 16th, 2024 • EnLink Midstream, LLC • Natural gas transmission • Delaware
This UNIT REPURCHASE AGREEMENT (this “Agreement”), dated as of January 16, 2024 (the “Effective Date”), is entered into by and between EnLink Midstream, LLC, a Delaware limited liability company (the “Company”), on the one hand, and GIP III Stetson I, L.P., a Delaware limited partnership (“GIP Stetson I”) and GIP III Stetson II, L.P., a Delaware limited partnership (“GIP Stetson II” and, together with GIP Stetson I, the “GIP Parties”), on the other hand. The Company and each of the GIP Parties are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to such terms in Article I of this Agreement.
GUARANTY AGREEMENT (REVOLVING CREDIT AGREEMENT)Guaranty Agreement • January 29th, 2019 • EnLink Midstream, LLC • Natural gas transmission • New York
This Guaranty Agreement dated as of January 25, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is executed by (a) the undersigned Persons identified on the signature pages attached hereto, and (b) each Person that becomes a “Guarantor” hereunder pursuant to the terms of Section 16 hereof (each such Person together with the Persons identified under the caption “Guarantors” on the signature pages attached hereto, collectively, the “Guarantors” and each individually a “Guarantor”) in favor of Bank of America, N.A., as Administrative Agent (as defined in the below described Revolving Credit Agreement) for the ratable benefit of the Lender Parties (as defined in the Revolving Credit Agreement).
ENLINK MIDSTREAM, LLC as Issuer, ENLINK MIDSTREAM PARTNERS, LP as Initial Guarantor, and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of August 31, 2022 6.500% Senior Notes due 2030Indenture • August 31st, 2022 • EnLink Midstream, LLC • Natural gas transmission • New York
THIS INDENTURE dated as of August 31, 2022 is among EnLink Midstream, LLC, a Delaware limited liability company (the “Company”), EnLink Midstream Partners, LP, a Delaware limited partnership (the “Initial Guarantor”), and Computershare Trust Company, N.A., as trustee (the “Trustee”).
SALE AND CONTRIBUTION AGREEMENTSale and Contribution Agreement • October 22nd, 2020 • EnLink Midstream, LLC • Natural gas transmission • New York
This SALE AND CONTRIBUTION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 21, 2020 is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (the “Originators” and each, an “Originator”), ENLINK MIDSTREAM OPERATING, LP, a Delaware limited partnership, as initial Servicer (as defined below) (“EMO”), and ENLINK MIDSTREAM FUNDING, LLC, a Delaware limited liability company (the “Buyer”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among ENLINK MIDSTREAM, LLC, PATTON BIP HOLDCO I LLC, PATTON BIP HOLDCO II LLC and OCM ENLK HOLDINGS, LLCRegistration Rights Agreement • November 1st, 2023 • EnLink Midstream, LLC • Natural gas transmission • New York
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 26, 2023, by and among ENLINK MIDSTREAM, LLC, a Delaware limited liability company (the “Company”), PATTON BIP HOLDCO I LLC, a Delaware limited liability company (“Patton I”), PATTON BIP HOLDCO II LLC, a Delaware limited liability company (“Patton II”), and OCM ENLK HOLDINGS, LLC, a Delaware limited liability company (“OCM” and collectively with Patton I and Patton II, the “Purchasers”).
GAS GATHERING AND PROCESSING CONTRACT BETWEEN DEVON GAS SERVICES, L.L.C. AS “SHIPPER” ANDGas Gathering and Processing Contract • December 23rd, 2013 • New Public Rangers, L.L.C. • Natural gas transmission • Oklahoma
This Gas Gathering and Processing Contract is made and entered into this 1st Day of , 2014 (the “Effective Date”), by and between Devon Gas Services, L.L.C., a Texas limited liability company (“Shipper”), and , a (“Processor”).
TENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENLINK MIDSTREAM PARTNERS, LPLimited Partnership Agreement • January 29th, 2019 • EnLink Midstream, LLC • Natural gas transmission • Delaware
THIS TENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENLINK MIDSTREAM PARTNERS, LP dated as of January 25, 2019, is entered into by and among EnLink Midstream GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who 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:
ENLINK MIDSTREAM, LLC, as Issuer, ENLINK MIDSTREAM PARTNERS, LP, as Guarantor, and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 15, 2024 to Indenture dated as of August 15, 2024 5.650% Senior Notes due 2034First Supplemental Indenture • August 15th, 2024 • EnLink Midstream, LLC • Natural gas transmission • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 15, 2024 (the “First Supplemental Indenture”), is among EnLink Midstream, LLC, a Delaware limited liability company (the “Company”), EnLink Midstream Partners, LP, a Delaware limited partnership (the “Guarantor”), and Computershare Trust Company, N.A., a national banking association and limited Trust Company organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
AMENDED AND RESTATED BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • January 25th, 2019 • EnLink Midstream, LLC • Natural gas transmission
This AMENDED AND RESTATED BOARD REPRESENTATION AGREEMENT (this “Agreement”), dated as of January 25, 2019, is entered into by and among EnLink Midstream, LLC, a Delaware limited liability company (the “Company”), EnLink Midstream Manager, LLC, a Delaware limited liability company and the managing member of the Company (the “Managing Member”), GIP III Stetson I, L.P., a Delaware limited partnership and the sole member of the Managing Member (“GIP Stetson I” and, together with the Company and the Managing Member, the “EnLink Entities”), and TPG VII Management, LLC, a Delaware limited liability company (the “Investor”). Capitalized terms used but not defined herein are used as defined in the Second Amended and Restated Operating Agreement of the Company, dated as of the date hereof (as it may be amended from time to time, the “Company Operating Agreement”).
AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 24, 2024 BY AND AMONG ONEOK, INC. Elk Merger Sub I, L.L.C., Elk Merger Sub II, L.L.C., ENLINK MIDSTREAM, LLC, AND ENLINK MIDSTREAM MANAGER, LLCMerger Agreement • November 25th, 2024 • EnLink Midstream, LLC • Natural gas transmission • Delaware
INDEMNITY AGREEMENTIndemnity Agreement • March 11th, 2014 • EnLink Midstream, LLC • Natural gas transmission • Delaware
This Indemnity Agreement (this “Agreement”), effective on March 7, 2014, is between EnLink Midstream, LLC, a Delaware limited liability company (the “Company”), and (“Indemnitee”), a director or an officer of the Manager (as defined below).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENLINK MIDSTREAM MANAGER, LLCLimited Liability Company Agreement • August 6th, 2014 • EnLink Midstream, LLC • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of EnLink Midstream Manager, LLC (the “Company”), dated as of March 7, 2014, is entered into by Devon Gas Services, L.P., a Texas limited partnership (“Gas Services”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
GUARANTY AGREEMENT (Term Loan Agreement)Guaranty Agreement • January 29th, 2019 • EnLink Midstream, LLC • Natural gas transmission • New York
This Guaranty Agreement dated as of January 25, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is executed by (a) the undersigned Persons identified on the signature pages attached hereto, and (b) each Person that becomes a “Guarantor” hereunder pursuant to the terms of Section 16 hereof (each such Person together with the Persons identified under the caption “Guarantors” on the signature pages attached hereto, collectively, the “Guarantors” and each individually a “Guarantor”) in favor of Bank of America, N.A., as Administrative Agent (as defined in the below described Term Loan Agreement) for the ratable benefit of the Lender Parties (as defined in the Term Loan Agreement).
ENLINK MIDSTREAM, LLC 2014 LONG-TERM INCENTIVE PLANLong-Term Incentive Plan • March 7th, 2014 • EnLink Midstream, LLC • Natural gas transmission • Delaware
PREFERRED RESTRUCTURING AGREEMENTPreferred Restructuring Agreement • October 22nd, 2018 • EnLink Midstream, LLC • Natural gas transmission • Delaware
THIS TENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENLINK MIDSTREAM PARTNERS, LP dated as of , is entered into by and among EnLink Midstream GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who 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:
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN DEVON GAS SERVICES, L.P. AND ENLINK MIDSTREAM, LLC dated as of March 7, 2014Registration Rights Agreement • March 11th, 2014 • EnLink Midstream, LLC • Natural gas transmission • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 7, 2014 (the “Effective Date”), is made and entered into by and between Devon Gas Services, L.P., a Texas limited partnership (“Devon Gas Services”), and EnLink Midstream, LLC, a Delaware limited liability company (the “Company”).
NEW BORROWER JOINDER AND ASSUMPTION AGREEMENTNew Borrower Joinder and Assumption Agreement • January 29th, 2019 • EnLink Midstream, LLC • Natural gas transmission • New York
This New Borrower Joinder and Assumption Agreement (this “Agreement”) dated January 25, 2019 is made by EnLink Midstream, LLC, a Delaware limited liability company (the “New Borrower”), and EnLink Midstream Partners, LP, a Delaware limited partnership (the “Initial Borrower”), in favor of (a) Bank of America, N.A., as administrative agent (in such capacity and together with its successors in such capacity, the “Administrative Agent”) for the Lenders (as defined below) and (b) the Lenders from time to time parties to the Credit Agreement described and defined below.
SUPPORT AGREEMENTSupport Agreement • November 25th, 2024 • EnLink Midstream, LLC • Natural gas transmission
THIS SUPPORT AGREEMENT, dated as of November 24, 2024 (this “Agreement”), is entered into by and between ONEOK, Inc., an Oklahoma corporation (“Parent”), and EnLink Midstream, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in Section 1.
EnLink Midstream, LLCUnderwriting Agreement • August 15th, 2024 • EnLink Midstream, LLC • Natural gas transmission • New York
Mizuho Securities USA LLC RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule II hereto
RESTRICTED INCENTIVE UNIT AGREEMENTRestricted Incentive Unit Agreement • March 14th, 2019 • EnLink Midstream, LLC • Natural gas transmission • Delaware
THIS RESTRICTED INCENTIVE UNIT AGREEMENT (this “Agreement”) is entered into by and between EnLink Midstream, LLC, a Delaware limited liability company (the “Company”), and (“Participant”) as of the Grant Date (as defined below).
SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED CONSENTCredit Agreement • June 25th, 2018 • EnLink Midstream, LLC • Natural gas transmission • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED CONSENT (this “Amendment and Consent”), dated effective as of June 20, 2018 (the “Effective Date”), is by and among EnLink Midstream, LLC a Delaware limited liability company (the “Borrower”), the Lenders party hereto and Bank of America, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
ENLINK MIDSTREAM, LLC 2014 LONG-TERM INCENTIVE PLAN (As Amended and Restated as of January 20, 2019)Long-Term Incentive Plan • December 31st, 2018 • EnLink Midstream, LLC • Natural gas transmission • Delaware
ENLINK MIDSTREAM, LLC 2014 LONG-TERM INCENTIVE PLAN2014 Long-Term Incentive Plan • January 21st, 2014 • EnLink Midstream, LLC • Natural gas transmission • Delaware
ELEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENLINK MIDSTREAM PARTNERS, LPAgreement of Limited Partnership • November 1st, 2023 • EnLink Midstream, LLC • Natural gas transmission • Delaware
THIS ELEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENLINK MIDSTREAM PARTNERS, LP dated as of September 8, 2023, is entered into by and among EnLink Midstream GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who 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:
