SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENLINK MIDSTREAM GP, LLCLimited Liability Company Agreement • March 11th, 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”).
GAS GATHERING AND PROCESSING CONTRACT BETWEEN DEVON GAS SERVICES, L.P. AS “SHIPPER” AND ENLINK MIDSTREAM SERVICES, LLC AS “PROCESSOR” March 7, 2014 Effective as of March 1, 2014 Northridge Plant Hughes County, OklahomaGathering and Processing Contract • March 11th, 2014 • EnLink Midstream Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • Oklahoma
UNITHOLDER AGREEMENT BY AND AMONG DEVON ENERGY CORPORATION DEVON GAS SERVICES, L.P. SOUTHWESTERN GAS PIPELINE, INC. CROSSTEX ENERGY GP, LLC AND CROSSTEX ENERGY, L.P. dated as of March 7, 2014Unitholder Agreement • March 11th, 2014 • EnLink Midstream Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This UNITHOLDER AGREEMENT (this “Agreement”), dated as of March 7, 2014 (the “Effective Date”), is made and entered into by and among Devon Energy Corporation, a Delaware corporation (“Devon”), Devon Gas Corporation, a Delaware corporation (“Devon Gas”), Devon Gas Services, L.P., a Texas limited partnership (“Devon Gas Services”), Southwestern Gas Pipeline, Inc., a Texas corporation (“Southwestern Gas” and, together with Devon, Devon Gas and Devon Gas Services, the “Devon Parties”), and Crosstex Energy, L.P., a Delaware limited partnership (to be renamed EnLink Midstream Partners, LP on the date hereof) (the “Partnership”).
INDEMNITY AGREEMENTIndemnity Agreement • March 11th, 2014 • EnLink Midstream Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Indemnity Agreement (this “Agreement”), effective on March 7, 2014, is between EnLink Midstream Partners, LP, a Delaware limited partnership (the “Company”), and (“Indemnitee”), a director or an officer of the General Partner (as defined below).
AMENDMENT NO. 6 TO SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CROSSTEX ENERGY, L.P.EnLink Midstream Partners, LP • March 11th, 2014 • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This AMENDMENT NO. 6 TO SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CROSSTEX ENERGY, L.P. (this “Amendment”), dated as of March 7, 2014, is entered into by EnLink Midstream GP, LLC (formerly known as Crosstex Energy GP, LLC), a Delaware limited liability company (the “General Partner”), as general partner of EnLink Midstream Partners, LP (formerly known as Crosstex Energy, L.P.), a Delaware limited partnership (the “Partnership”). Capitalized terms used but not defined herein are used as defined in the Sixth Amended and Restated Agreement of Limited Partnership of Crosstex Energy, L.P., dated as of March 23, 2007, as amended by Amendment No. 1, dated as of December 20, 2007, Amendment No. 2, effective as of January 1, 2007, Amendment No. 3, dated as of January 19, 2010, Amendment No. 4, dated as of September 13, 2012 thereto and Amendment No. 5, dated as of February 27, 2014 (as so amended, the “Partnership Agreement”).
PREFERENTIAL RIGHTS AGREEMENTPreferential Rights Agreement • March 11th, 2014 • EnLink Midstream Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS PREFERENTIAL RIGHTS AGREEMENT, dated as of March 7, 2014 (this “Agreement”), is adopted, executed and agreed to by Crosstex Energy, Inc., a Delaware corporation (“Crosstex”), Crosstex Energy, L.P., a Delaware limited partnership (to be renamed EnLink Midstream Partners, LP on the date hereof) (the “Partnership”), and EnLink Midstream, LLC, a Delaware limited liability company (“EnLink Midstream”).
GAS GATHERING CONTRACT BETWEEN DEVON GAS SERVICES, L.P. AS “SHIPPER” AND SWG PIPELINE, L.L.C. AS “GATHERER” March 7, 2014 Effective as of March 1, 2014 East Johnson County System Johnson County, TexasGas Gathering Contract • March 11th, 2014 • EnLink Midstream Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 11th, 2014 • EnLink Midstream Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
This Consulting Services Agreement (“Agreement”) is made and entered into to be effective the 7th day of March 2014, by and between WILLIAM W. DAVIS, an individual, with a primary residence located at 11220 Strait Lane, Dallas, Texas 75229 (“Consultant”), and ENLINK MIDSTREAM OPERATING, LP (“Company”), with its principal offices located at 2501 Cedar Springs, Suite 100, Dallas, Texas 75201. Consultant and Company are referred to herein as a “Party” or the “Parties”, as appropriate.
