AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RICE MIDSTREAM PARTNERS LPLimited Partnership Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF RICE MIDSTREAM PARTNERS LP dated as of December 22, 2014, is entered into by and between Rice Midstream Management LLC, a Delaware limited liability company, as the General Partner, and Rice Midstream Holdings 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2014, by and between Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and Rice Midstream Holdings LLC, a Delaware limited liability company (“MLP Holdco”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE MIDSTREAM MANAGEMENT LLCLimited Liability Company Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of RICE MIDSTREAM MANAGEMENT LLC (the “Company”), dated as of December 22, 2014 is entered into by Rice Midstream Holdings LLC, a Delaware limited liability company (“Rice Holdings”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
CREDIT AGREEMENT dated as of December 22, 2014, among RICE MIDSTREAM PARTNERS LP, as Parent Guarantor, RICE MIDSTREAM OPCO LLC, as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, and The Lenders and Other Parties Party Hereto WELLS FARGO...Credit Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • New York
THIS CREDIT AGREEMENT dated as of December 22, 2014, is among RICE MIDSTREAM OPCO LLC, a Delaware limited liability company (the “Borrower”); RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership, as a parent guarantor (the “Parent”); each of the Lenders from time to time party hereto; and WELLS FARGO BANK, N.A. (in its individual capacity, “Wells Fargo Bank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
RICE MIDSTREAM PARTNERS LP 25,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • New York
Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), proposes to sell 25,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”). In addition, the Partnership proposes to grant to the Underwriters an option to purchase up to an aggregate of 3,750,000 additional Common Units on the terms set forth in Section 2 (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.
GAS GATHERING AND COMPRESSION AGREEMENT BY AND BETWEEN RICE DRILLING B LLC, AND RICE MIDSTREAM PARTNERS LP AND ALPHA SHALE RESOURCES LP (solely for the purpose of agreeing to its obligations under Section 2.5) DATED AS OF DECEMBER 22, 2014Gas Gathering and Compression Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • Pennsylvania
This Gas Gathering and Compression Agreement (this “Agreement”), dated as of December 22, 2014 (the “Effective Date”), is by and between RICE DRILLING B LLC, a Delaware limited liability company (“Producer”), and RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership (“Gatherer”). Producer and Gatherer may be referred to herein individually as a “Party” or collectively as the “Parties.”
OMNIBUS AGREEMENT among RICE ENERGY INC., RICE MIDSTREAM HOLDINGS LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC and RICE POSEIDON MIDSTREAM LLCOmnibus Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • Texas
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) among Rice Energy Inc., a Delaware corporation (“Rice”), Rice Midstream Holdings LLC, a Delaware limited liability company (“RMH”), Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”) and Rice Poseidon Midstream LLC, a Delaware limited liability company (“RPM”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
EMPLOYEE SECONDMENT AGREEMENTEmployee Secondment Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • Delaware
This Employee Secondment Agreement (this “Agreement”), effective as of December 22, 2014 (the “Effective Date”), is entered into by and among Rice Energy Inc. (“Rice Energy”), and Rice Midstream Partners LP (the “MLP”). Each of the foregoing is referred to herein as a “Party” and collectively as the “Parties.”
CONTRIBUTION AGREEMENT BY AND AMONG RICE MIDSTREAM HOLDINGS LLC RICE MIDSTREAM OPCO LLC RICE MIDSTREAM MANAGEMENT LLC AND RICE MIDSTREAM PARTNERS LP DATED AS OF DECEMBER 22, 2014Contribution Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • Delaware
This Contribution Agreement, dated as of December 22, 2014 (this “Agreement”), is entered into by and among Rice Midstream Holdings LLC, a Delaware limited liability company (“MLP Holdco”), Rice Midstream OpCo LLC, a Delaware limited liability company (“OpCo”), Rice Midstream Management LLC, a Delaware limited liability company (the “General Partner”) and Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”). The above named entities are sometimes referred to herein as a “Party” and collectively as the “Parties.”
