0001047469-14-002061 Sample Contracts

ENLINK MIDSTREAM PARTNERS, LP as Issuer, ANY SUBSIDIARY GUARANTORS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of , 20 Debt Securities
Indenture • March 10th, 2014 • EnLink Midstream Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York

THIS INDENTURE dated as of , 20 is among EnLink Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), any Subsidiary Guarantors (as defined herein) that may become parties hereto and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENLINK MIDSTREAM GP, LLC
Limited Liability Company Agreement • March 10th, 2014 • EnLink Midstream Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of EnLink Midstream GP, LLC, a Delaware limited liability company (the "Company"), dated as of the 7th day of March, 2014, is adopted, executed and agreed to, for good and valuable consideration, by Crosstex Energy, Inc. (to be renamed EnLink Midstream, Inc. following the date hereof), a Delaware corporation and the sole member of the Company (the "Member" or "EMI").

CROSS-REFERENCE TABLE
EnLink Midstream Partners, LP • March 10th, 2014 • Wholesale-petroleum & petroleum products (no bulk stations) • New York

THIS INDENTURE dated as of , 20 is among EnLink Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), any Subsidiary Guarantors (as defined herein) that may become parties hereto, and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

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