FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENNTEX MIDSTREAM PARTNERS, LP A Delaware Limited Partnership Dated as of June 9, 2015Limited Partnership Agreement • June 9th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • Delaware
This First Amended and Restated Agreement of Limited Partnership of PennTex Midstream Partners, LP, dated as of June 9, 2015, is entered into by and between PennTex Midstream GP, LLC, a Delaware limited liability company, as the General Partner, and PennTex Midstream Partners, 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 • June 9th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2015, by and between PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), PennTex Midstream Partners, LLC, a Delaware limited liability company (“PennTex Development”), and MRD WHR LA Midstream LLC, a Delaware limited liability company (“MRD WHR”).
SERVICES AND SECONDMENT AGREEMENT among PENNTEX MIDSTREAM PARTNERS, LLC, PENNTEX MIDSTREAM MANAGEMENT COMPANY, LLC, PENNTEX MIDSTREAM GP, LLC and PENNTEX MIDSTREAM PARTNERS, LP Dated as of June 9, 2015Services and Secondment Agreement • June 9th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • Delaware
This Services and Secondment Agreement (“Agreement”), dated as of June 9, 2015 (the “Effective Date”), is entered into among PennTex Midstream Partners, LLC, a Delaware limited liability company (“Development”), PennTex Midstream Management Company, LLC, a Delaware limited liability company (“Admin”), PennTex Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), and PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”). Each of Development, Admin, the General Partner and the Partnership is sometimes referred to herein as a “Party” and collectively as the “Parties.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • June 9th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission
This Contribution, Conveyance and Assumption Agreement, dated as of June 9, 2015 (as amended or supplemented from time to time, this “Agreement”), is by and among PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), PennTex Midstream Partners, LLC, a Delaware limited liability company (“PennTex Development”), PennTex North Louisiana, LLC, a Delaware limited liability company (“PennTex Operating”), PennTex NLA Holdings, LLC, a Delaware limited liability company (“NLA Holdings”), MRD WHR LA Midstream LLC, a Delaware limited liability company (“MRD WHR”), and PennTex Midstream Operating, LLC, a Delaware limited liability company (“Midstream Operating”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
PennTex Midstream Partners, LP 11,250,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission • New York
OMNIBUS AGREEMENTOmnibus Agreement • June 9th, 2015 • PennTex Midstream Partners, LP • Natural gas transmission
This Omnibus Agreement (this “Agreement”) is entered into on, and effective as of, the Closing Date among PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), PennTex Midstream Partners, LLC, a Delaware limited liability company (“Parent”), and PennTex Midstream GP, LLC, a Delaware limited liability company and the sole general partner of the Partnership (the “General Partner”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
