HOWARD MIDSTREAM PARTNERS, LP [●] Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2017 • Howard Midstream Partners, LP • Natural gas transmission • New York
FORM OF HOWARD MIDSTREAM PARTNERS, LP PHANTOM UNIT AGREEMENTPhantom Unit Agreement • September 12th, 2017 • Howard 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”), Howard Midstream GP, LLC (the “Company”), as the general partner of Howard 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 Howard Midstream Partners, LP 2017 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.
FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HOWARD MIDSTREAM OPCO, LP Dated Effective as ofOriginal Agreement • September 12th, 2017 • Howard Midstream Partners, LP • Natural gas transmission • Delaware
This Amended and Restated Agreement of Limited Partnership of Howard Midstream OpCo, LP (the “Partnership”), dated as of [●], 2017 and effective as of the time set forth in the Contribution Agreement (as defined herein) (the “Effective Date”), is entered into by and between Howard Midstream OpCo GP, LLC, a Delaware limited liability company (the “OpCo GP”), as general partner, and Howard Midstream Operating, LLC, a Delaware limited liability company (“Operating”), and Howard Midstream Energy Partners, LLC, a Delaware limited liability company (“HEP”), as limited partners. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
FORM OF OMNIBUS AGREEMENT by and among HOWARD MIDSTREAM ENERGY PARTNERS, LLC HEP SERVICES, LLC HOWARD MIDSTREAM GP, LLC HOWARD MIDSTREAM PARTNERS, LP HOWARD MIDSTREAM OPERATING, LLC HOWARD MIDSTREAM OPCO GP, LLC and HOWARD MIDSTREAM OPCO, LP dated as ofOmnibus Agreement • September 12th, 2017 • Howard Midstream Partners, LP • Natural gas transmission • Texas
This OMNIBUS AGREEMENT (this “Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) by and among HOWARD MIDSTREAM ENERGY PARTNERS, LLC, a Delaware limited liability company (“HEP”), HOWARD MIDSTREAM GP, LLC, a Delaware limited liability company (the “General Partner”), HOWARD MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Partnership”), HOWARD MIDSTREAM OPERATING, LLC, a Delaware limited liability company (the “Operating Company”), HOWARD MIDSTREAM OPCO GP, LLC, a Delaware limited liability company (“OpCo GP”), HOWARD MIDSTREAM OPCO, LP, a Delaware limited partnership (“OpCo”) and HEP SERVICES, LLC, a Delaware limited liability company (“HEP Services”) (each, a “Party” and, collectively, the “Parties”).
FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among HOWARD MIDSTREAM ENERGY PARTNERS, LLC PIP5 SKYLINE, LLC HOWARD MIDSTREAM GP, LLC HOWARD MIDSTREAM PARTNERS, LP HOWARD MIDSTREAM OPERATING, LLC HOWARD MIDSTREAM OPCO GP, LLC and...Conveyance and Assumption Agreement • July 7th, 2017 • Howard Midstream Partners, LP • Natural gas transmission
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [●], 2017 (as may be amended, supplemented or restated from time to time, this “Agreement”), is by and among HOWARD MIDSTREAM ENERGY PARTNERS, LLC, a Delaware limited liability company (“HEP”), PIP5 SKYLINE, LLC, a Delaware limited liability company (“AIMCo”), HOWARD MIDSTREAM GP, LLC, a Delaware limited liability company (the “General Partner”), HOWARD MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Partnership”), HOWARD MIDSTREAM OPERATING, LLC, a Delaware limited liability company (the “Operating Company”), HOWARD MIDSTREAM OPCO GP, LLC, a Delaware limited liability company (“OpCo GP”), and HOWARD MIDSTREAM OPCO, LP, a Delaware limited partnership (“OpCo LP”) (each, a “Party” and, collectively, the “Parties”).
FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among HOWARD MIDSTREAM ENERGY PARTNERS, LLC PIP5 SKYLINE MLP HOLDINGS LLC HOWARD MIDSTREAM GP, LLC HOWARD MIDSTREAM PARTNERS, LP HOWARD MIDSTREAM OPERATING, LLC HOWARD MIDSTREAM OPCO GP,...Contribution, Conveyance and Assumption Agreement • September 12th, 2017 • Howard Midstream Partners, LP • Natural gas transmission
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [●], 2017 (as may be amended, supplemented or restated from time to time, this “Agreement”), is by and among HOWARD MIDSTREAM ENERGY PARTNERS, LLC, a Delaware limited liability company (“HEP”), PIP5 SKYLINE MLP HOLDINGS LLC, a Delaware limited liability company (“AIMCo”), HOWARD MIDSTREAM GP, LLC, a Delaware limited liability company (the “General Partner”), HOWARD MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Partnership”), HOWARD MIDSTREAM OPERATING, LLC, a Delaware limited liability company (the “Operating Company”), HOWARD MIDSTREAM OPCO GP, LLC, a Delaware limited liability company (“OpCo GP”), and HOWARD MIDSTREAM OPCO, LP, a Delaware limited partnership (“OpCo LP”) (each, a “Party” and, collectively, the “Parties”).
FORM OF CREDIT AGREEMENT AMONG HOWARD MIDSTREAM OPERATING, LLC AS BORROWER, HOWARD MIDSTREAM PARTNERS, LP. AS A GUARANTOR, THE OTHER GUARANTORS PARTY HERETO, ROYAL BANK OF CANADA AS ADMINISTRATIVE AGENT, ISSUING LENDER AND A LENDER, SUNTRUST BANK AS...Credit Agreement • September 12th, 2017 • Howard Midstream Partners, LP • Natural gas transmission • Texas
This CREDIT AGREEMENT is entered into as of September [ ] , 2017 by and among HOWARD MIDSTREAM OPERATING, LLC, a Delaware limited liability company (“Borrower”), HOWARD MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “MLP”), the Guarantors party hereto, the Lenders from time to time party hereto and ROYAL BANK OF CANADA, as administrative agent for the benefit of the Lenders (in such capacity, together with its successors in such capacity, “Administrative Agent”) and in its capacity as an Issuing Lender.
