TransTex Gas Services, LP Dallas, Texas 75254 April 2, 2012Asset Purchase Agreement • May 3rd, 2012 • Magnum Hunter Resources Corp • Crude petroleum & natural gas
Reference is made to the Asset Purchase Agreement dated as of March 21, 2012 (the “Agreement”) by and among Eureka Hunter Acquisition Sub, LLC (“Buyer”), TransTex Gas Services, LP (“TransTex”) and Eureka Hunter Holdings, LLC (“Eureka Hunter Holdings”). Terms used but not defined herein are defined in the Agreement. Buyer, TransTex and Eureka Hunter Holdings hereby agree that the Agreement is amended as follows:
SERIES A CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT by and among EUREKA HUNTER HOLDINGS, LLC MAGNUM HUNTER RESOURCES CORPORATION and RIDGELINE MIDSTREAM HOLDINGS, LLC March 21, 2012Purchase Agreement • May 3rd, 2012 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Texas
This SERIES A CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 21, 2012 by and among Eureka Hunter Holdings, LLC, a Delaware limited liability company (the “Company”), Magnum Hunter Resources Corporation, a Delaware corporation (“MHR”), and Ridgeline Midstream Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EUREKA HUNTER HOLDINGS, LLCLimited Liability Company Agreement • May 3rd, 2012 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Delaware
This First Amendment (this “Amendment”) to the Amended & Restated Limited Liability Company Agreement (the “LLC Agreement”) of Eureka Hunter Holdings, LLC (the “Company”), dated as of April 2, 2012 is hereby adopted, executed and agreed to by Magnum Hunter Resources Corporation, a Delaware corporation (“MHR”), Ridgeline Midstream Holdings, LLC, a Delaware limited liability company (the “ArcLight Member” and, together with MHR, the “Initial Members”) and TransTex Gas Services, LP, a Delaware limited partnership to be renamed TT Transition, LP on or about the date hereof (“TransTex” and, collectively with the Initial Members, the “Members”). Capitalized terms used but not defined herein have the respective meanings set forth in the LLC Agreement.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EUREKA HUNTER HOLDINGS, LLC Dated as of March 21, 2012Limited Liability Company Agreement • May 3rd, 2012 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, the “Agreement”) of Eureka Hunter Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into as of March 21, 2012 (the “Effective Date”), by and among each of the Members listed on Schedule A to this Agreement, as such Schedule may be amended from time to time
ASSET PURCHASE AGREEMENT dated as of March 21, 2012 by and among EUREKA HUNTER ACQUISITION SUB, LLC and TRANSTEX GAS SERVICES, LP and for the limited purposes set forth herein, EUREKA HUNTER HOLDINGS, LLCAsset Purchase Agreement • May 3rd, 2012 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Texas
This ASSET PURCHASE AGREEMENT is dated as of March 21, 2012 (the “Agreement”), by and among Eureka Hunter Acquisition Sub, LLC, a Delaware limited liability company (“Buyer”), TransTex Gas Services, LP, a Delaware limited partnership (“TransTex”), and solely for the limited purposes set forth in Section 12.18 hereof, Eureka Hunter Holdings, LLC, a Delaware limited liability company (“Eureka Hunter Holdings”).
