FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENNTEX MIDSTREAM PARTNERS, LP A Delaware Limited Partnership Dated as of June 9, 2015Limited Partnership Agreement • June 9th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • Delaware
This First Amended and Restated Agreement of Limited Partnership of PennTex Midstream Partners, LP, dated as of June 9, 2015, is entered into by and between PennTex Midstream GP, LLC, a Delaware limited liability company, as the General Partner, and PennTex Midstream Partners, LLC, a Delaware limited liability company, as the Organizational Limited 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:
PENNTEX MIDSTREAM PARTNERS LP PHANTOM UNIT AGREEMENTPhantom Unit Agreement • December 16th, 2014 • PennTex Midstream Partners, LP • Natural gas transmission • Delaware
Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), PennTex Midstream GP, LLC (the “Company”), as the general partner of PennTex Midstream Partners, LP (the “Partnership”), hereby grants to the individual identified in the Grant Notice below (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the PennTex Midstream Partners LP 2015 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 9th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2015, by and between PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), PennTex Midstream Partners, LLC, a Delaware limited liability company (“PennTex Development”), and MRD WHR LA Midstream LLC, a Delaware limited liability company (“MRD WHR”).
MLP CREDIT AGREEMENT dated as of December 19, 2014 among PENNTEX MIDSTREAM PARTNERS, LP, as Borrower, ROYAL BANK OF CANADA, as Administrative Agent and Issuing Bank, SUNTRUST BANK, as Syndication Agent, WELLS FARGO BANK, N.A and BARCLAYS BANK PLC, as...Credit Agreement • May 7th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • Texas
THIS MLP CREDIT AGREEMENT dated as of December 19, 2014, is among: PennTex Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), each of the Lenders from time to time party hereto, and Royal Bank of Canada (in its individual capacity, “RBC”), as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the Lenders (as defined below).
SERVICES AND SECONDMENT AGREEMENT among PENNTEX MIDSTREAM PARTNERS, LLC, PENNTEX MIDSTREAM MANAGEMENT COMPANY, LLC, PENNTEX MIDSTREAM GP, LLC and PENNTEX MIDSTREAM PARTNERS, LP Dated as of June 9, 2015Services and Secondment Agreement • June 9th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • Delaware
This Services and Secondment Agreement (“Agreement”), dated as of June 9, 2015 (the “Effective Date”), is entered into among PennTex Midstream Partners, LLC, a Delaware limited liability company (“Development”), PennTex Midstream Management Company, LLC, a Delaware limited liability company (“Admin”), PennTex Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), and PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”). Each of Development, Admin, the General Partner and the Partnership is sometimes referred to herein as a “Party” and collectively as the “Parties.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • June 9th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission
This Contribution, Conveyance and Assumption Agreement, dated as of June 9, 2015 (as amended or supplemented from time to time, this “Agreement”), is by and among PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), PennTex Midstream Partners, LLC, a Delaware limited liability company (“PennTex Development”), PennTex North Louisiana, LLC, a Delaware limited liability company (“PennTex Operating”), PennTex NLA Holdings, LLC, a Delaware limited liability company (“NLA Holdings”), MRD WHR LA Midstream LLC, a Delaware limited liability company (“MRD WHR”), and PennTex Midstream Operating, LLC, a Delaware limited liability company (“Midstream Operating”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
PennTex Midstream Partners, LP 11,250,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • New York
OMNIBUS AGREEMENTOmnibus Agreement • June 9th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission
This Omnibus Agreement (this “Agreement”) is entered into on, and effective as of, the Closing Date among PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), PennTex Midstream Partners, LLC, a Delaware limited liability company (“Parent”), and PennTex Midstream GP, LLC, a Delaware limited liability company and the sole general partner of the Partnership (the “General Partner”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
GAS GATHERING AGREEMENTGas Gathering Agreement • April 16th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • Texas
This Gas Gathering Agreement (this “Agreement”) is hereby made and entered into on the 14th day of April, 2015 to be effective for all purposes as of December 20, 2014 (the “Effective Date”) by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company (“Gatherer”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Hereinafter, Gatherer and Customer may sometimes be referred to collectively as the “Parties” and individually as a “Party.”
AMENDED AND RESTATED AREA OF MUTUAL INTEREST AND MIDSTREAM EXCLUSIVITY AGREEMENTArea of Mutual Interest and Midstream Exclusivity Agreement • April 16th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • Texas
This Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement (this “Agreement”) is dated effective as of April 14, 2015 (the “Effective Date”), by and among PennTex NLA Holdings, LLC, a Delaware limited liability company (“PTX”), MRD WHR LA Midstream LLC, a Delaware limited liability company (“MRD”), MRD Operating LLC, a Delaware limited liability company (“MRD Operating”), and PennTex North Louisiana, LLC, a Delaware limited liability company (“JV”). PTX, MRD, MRD Operating and JV are each referred to herein as a “Party”, and collectively as, the “Parties”).
FOURTH AMENDMENT TO MLP CREDIT AGREEMENT AND LIMITED CONSENTMLP Credit Agreement • February 3rd, 2017 • PennTex Midstream Partners, LP • Natural gas transmission • Texas
THIS FOURTH Amendment to MLP Credit Agreement AND LIMITED CONSENT (this “Amendment”) dated as of October 27, 2016 (the “Fourth Amendment Effective Date”) is among: PennTex Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), Royal Bank of Canada as administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), and the undersigned Lenders (as such term is defined in the Credit Agreement referred to below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned to such terms in the Credit Agreement, as amended hereby.
AMENDMENT NO. 2 TO GAS TRANSPORTATION AGREEMENTGas Transportation Agreement • February 4th, 2016 • PennTex Midstream Partners, LP • Natural gas transmission • Texas
This Amendment No. 2 (this “Amendment”), dated as of February 3, 2016, to that certain Gas Transportation Agreement, dated as of April 14, 2015, as amended by that certain Amendment No. 1 to Gas Transportation Agreement, dated as of August 5, 2015 (as so amended, the “Agreement”), is entered into by and among PennTex North Louisiana, LLC, a Delaware limited liability company (“Transporter”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Transporter and Customer are each referred to herein as a “Party,” and collectively as, the “Parties.” Capitalized terms used but not defined herein have the meaning given to them in the Agreement.
AMENDMENT NO. 1 TO GAS GATHERING AGREEMENTGas Gathering Agreement • May 20th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • Texas
This Amendment No. 1 to Gas Gathering Agreement, dated as of May 20, 2015 (this “Amendment”), is entered into by and among PennTex North Louisiana, LLC, a Delaware company and successor in interest to PennTex North Louisiana Operating, LLC (“Gatherer”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Gatherer and Customer are each referred to herein as a “Party,” and collectively as, the “Parties.” Defined terms used but not defined herein have the meaning given to them in the Agreement (as defined below).
AMENDMENT NO. 2 TO GAS GATHERING AGREEMENTGas Gathering Agreement • November 6th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • Texas
This Amendment No. 2 (this “Amendment”), dated as of August 5, 2015, to that certain Gas Gathering Agreement, dated as of April 14, 2015, as amended by that certain Amendment No. 1 to Gas Gathering Agreement, dated as of May 20, 2015 (as so amended, the “Agreement”), is entered into by and between PennTex North Louisiana, LLC, a Delaware limited liability company (“Gatherer”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Gatherer and Customer are each referred to herein as a “Party,” and collectively as, the “Parties.” Defined terms used but not defined herein have the meaning given to them in the Agreement.
FIRST AMENDMENT TO MLP CREDIT AGREEMENTMLP Credit Agreement • May 7th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • Texas
THIS FIRST AMENDMENT TO MLP CREDIT AGREEMENT (this “Amendment”) dated as of May 6, 2015 (the “First Amendment Effective Date”) is among: PennTex Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), Royal Bank of Canada as administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), and the Lenders (as defined in the Credit Agreement referred to below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned to such terms in the Credit Agreement, as amended hereby.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among PENNTEX MIDSTREAM PARTNERS, LP PENNTEX MIDSTREAM PARTNERS, LLC PENNTEX NORTH LOUISIANA, LLC AND PENNTEX MIDSTREAM OPERATING, LLC Dated as of [•], 2015Contribution, Conveyance and Assumption Agreement • December 16th, 2014 • PennTex Midstream Partners, LP • Natural gas transmission
This Contribution, Conveyance and Assumption Agreement, dated as of [•], 2015 (as amended or supplemented from time to time, this “Agreement”), is by and among PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), PennTex Midstream Partners, LLC, a Delaware limited liability company (“PennTex Development”), PennTex North Louisiana, LLC, a Delaware limited liability company (“PennTex JV”), and PennTex Midstream Operating, LLC, a Delaware limited liability company (“Midstream Operating”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
THIRD AMENDMENT TO MLP CREDIT AGREEMENTMLP Credit Agreement • February 26th, 2016 • PennTex Midstream Partners, LP • Natural gas transmission • Texas
THIS THIRD Amendment to MLP Credit Agreement (this “Amendment”) dated as of December 11, 2015 (the “Third Amendment Effective Date”) is among: PennTex Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), Royal Bank of Canada as administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), and the undersigned Lenders constituting the Required Lenders (as such terms are defined in the Credit Agreement referred to below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned to such terms in the Credit Agreement, as amended hereby.
SECOND AMENDMENT TO MLP CREDIT AGREEMENTMLP Credit Agreement • November 6th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • Texas
THIS SECOND AMENDMENT TO MLP CREDIT AGREEMENT (this “Amendment”) dated as of October 23, 2015 (the “Second Amendment Effective Date”) is among: PennTex Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), Royal Bank of Canada as administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), and the undersigned Lenders constituting the Required Lenders (as such terms are defined in the Credit Agreement referred to below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned to such terms in the Credit Agreement, as amended hereby.
AMENDMENT NO. 2 TO AMENDED AND RESTATED GAS PROCESSING AGREEMENTGas Processing Agreement • August 10th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • Texas
This Amendment No. 2 (this “Amendment”), dated as of August 5, 2015, to that certain Amended and Restated Gas Processing Agreement, dated as of April 14, 2015, as amended by that certain Amendment No. 1 to Amended and Restated Gas Processing Agreement, dated as of May 20, 2015 (as so amended, the “Agreement”), is entered into by and among PennTex North Louisiana, LLC, a Delaware limited liability company (“Processor”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Processor and Customer are each referred to herein as a “Party,” and collectively as, the “Parties.” Defined terms used but not defined herein have the meaning given to them in the Agreement.
AMENDMENT NO. 2 TOArea of Mutual Interest and Midstream Exclusivity Agreement • August 4th, 2016 • PennTex Midstream Partners, LP • Natural gas transmission • Texas
This Amendment No. 2 to Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement, dated as of May 31, 2016 (this “Amendment”), is entered into by and among PennTex NLA Holdings, LLC, a Delaware limited liability company (“PTX”), MRD WHR LA Midstream LLC, a Delaware limited liability company (“MRD”), MRD Operating LLC, a Delaware limited liability company (“MRD Operating”), and PennTex North Louisiana, LLC, a Delaware limited liability company (“JV”). PTX, MRD, MRD Operating and JV are each referred to herein as a “Party,” and collectively as the “Parties.”
OMNIBUS AGREEMENTOmnibus Agreement • December 16th, 2014 • PennTex Midstream Partners, LP • Natural gas transmission
This Omnibus Agreement (this “Agreement”) is entered into on, and effective as of, the Closing Date among PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), PennTex Midstream Partners, LLC, a Delaware limited liability company (“Parent”), PennTex North Louisiana, LLC, a Delaware limited liability company (“PennTex JV”), and PennTex Midstream GP, LLC, a Delaware limited liability company and the sole general partner of the Partnership (the “General Partner”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO GAS TRANSPORTATION AGREEMENTGas Transportation Agreement • February 26th, 2016 • PennTex Midstream Partners, LP • Natural gas transmission • Texas
This Amendment No. 1 to Gas Transportation Agreement, dated as of August 5, 2015 (this “Amendment”), is entered into by and among PennTex North Louisiana, LLC, a Delaware company and successor in interest to PennTex North Louisiana Operating, LLC (“Transporter”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Transporter and Customer are each referred to herein as a “Party,” and collectively as, the “Parties.” Defined terms used but not defined herein have the meaning given to them in the Agreement (as defined below).
GAS TRANSPORTATION AGREEMENTGas Transportation Agreement • April 16th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • Texas
This Gas Transportation Agreement (this “Agreement”) is hereby made and entered into on the 14th day of April, 2015 (the “Effective Date”) by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company (“Transporter”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Hereinafter, Transporter and Customer may sometimes be referred to collectively as the “Parties” and individually as a “Party.”
AMENDMENT NO. 1 TO AMENDED AND RESTATED GAS PROCESSING AGREEMENTGas Processing Agreement • May 20th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • Texas
This Amendment No. 1 to Amended and Restated Gas Processing Agreement, dated as of May 20, 2015 (this “Amendment”), is entered into by and among PennTex North Louisiana, LLC, a Delaware company and successor in interest to PennTex North Louisiana Operating, LLC (“Processor”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Processor and Customer are each referred to herein as a “Party,” and collectively as, the “Parties.” Defined terms used but not defined herein have the meaning given to them in the Agreement (as defined below).
AMENDMENT NO. 1 TO AMENDED AND RESTATED AREA OF MUTUAL INTEREST AND MIDSTREAM EXCLUSIVITY AGREEMENTArea of Mutual Interest and Midstream Exclusivity Agreement • May 20th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • Texas
This Amendment No. 1 to Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement, dated as of May 20, 2015 (this “Amendment”), is entered into by and among PennTex NLA Holdings, LLC, a Delaware limited liability company (“PTX”), MRD WHR LA Midstream LLC, a Delaware limited liability company (“MRD”), MRD Operating LLC, a Delaware limited liability company (“MRD Operating”), and PennTex North Louisiana, LLC, a Delaware limited liability company (“JV”). PTX, MRD, MRD Operating and JV are each referred to herein as a “Party,” and collectively as, the “Parties.” Defined terms used but not defined herein have the meaning given to them in the Agreement (as defined below).
