EXECUTION VERSION CREDIT AGREEMENTCredit Agreement • December 5th, 2003 • Southern Star Central Corp • New York
Exhibit 4.5 STOCK PLEDGE AGREEMENTStock Pledge Agreement • December 5th, 2003 • Southern Star Central Corp • New York
Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT Dated as of August 8, 2003Registration Rights Agreement • December 5th, 2003 • Southern Star Central Corp • New York
ARTICLE 2 Form of NoteIndenture • December 5th, 2003 • Southern Star Central Corp • New York
EXHIBIT B - MARKET TO TRANS-STORAGE CONTRACT TA-0813 REQUEST TR-00378 DATED 10/01/1994 BETWEEN SOUTHERN STAR CENTRAL GAS PIPELINE, INC. AND KANSAS GAS SERVICE CO., A DIV. ONEOK INCTransportation Agreement • December 5th, 2003 • Southern Star Central Corp • Oklahoma
A-1Southern Star Central Corp • December 5th, 2003 • New York
CREDIT AGREEMENT amongCredit Agreement • June 18th, 2014 • Southern Star Central Corp • Natural gas transmission • New York
CREDIT AGREEMENT (this “Agreement”), dated as of June 16, 2014, among SOUTHERN STAR CENTRAL GAS PIPELINE, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and ROYAL BANK OF CANADA, as administrative agent.
REGISTRATION RIGHTS AGREEMENT Dated as of April 13, 2006 between Southern Star Central Corp. as Issuer and Lehman Brothers Inc. and Credit Suisse Securities (USA) LLC as the Initial PurchasersRegistration Rights Agreement • April 18th, 2006 • Southern Star Central Corp • Natural gas transmission • New York
This Registration Rights Agreement (this “Agreement”) is dated as of April 13, 2006, between Southern Star Central Corp., a Delaware corporation (the “Company”), and Lehman Brothers Inc. and Credit Suisse Securities (USA) LLC, (the “Initial Purchasers”), who have agreed to purchase the Company’s 6.75% Senior Notes due 2016 (the “Notes”) pursuant to the Purchase Agreement (as defined below).
SOUTHERN STAR CENTRAL CORP. SOUTHERN STAR CENTRAL GAS PIPELINE, INC.Trade Secret Agreement • November 21st, 2006 • Southern Star Central Corp • Natural gas transmission • Kentucky
This letter (referred to herein as the “Agreement”) when signed by both of us, amends and restates in their entirety, except as specifically stated in Paragraph 11, the terms and conditions upon which you, Jerry L. Morris (“you” or the “Executive”), will be employed by Southern Star Central Gas Pipeline, Inc. (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”).
REVOLVING CREDIT AGREEMENT among SOUTHERN STAR CENTRAL CORP.,Credit Agreement • July 6th, 2012 • Southern Star Central Corp • Natural gas transmission • New York
SOUTHERN STAR CENTRAL CORP. SOUTHERN STAR CENTRAL GAS PIPELINE, INC. Owensboro, Kentucky 42301Southern Star Central Corp • March 17th, 2009 • Natural gas transmission • Kentucky
This letter (referred to herein as the “Amendment”) when signed by both of us, sets forth certain changes in a letter agreement dated August 1, 2005 (the "Original Agreement") between you (also referred to as the “Executive”) and Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”). It amends certain provisions in the Original Agreements specifically referenced herein, in order to reflect terms now required to avoid excise taxes and other adverse tax consequences under Section 409A Internal Revenue Code (the "Code"), and the Original Agreement, when combined with this Amendment, shall be construed, if and where ambiguous, in a fashion consistent with the requirements of that Code section.
Exhibit 4.6 Southern Star Central Corp. 8.50% Senior Secured Notes due 2010 PURCHASE AGREEMENTSouthern Star Central Corp • December 5th, 2003 • New York
SOUTHERN STAR CENTRAL CORP., As Issuer 5.125% SENIOR NOTES DUE 2022Indenture • June 18th, 2014 • Southern Star Central Corp • Natural gas transmission • Kentucky
This INDENTURE dated as of June 16, 2014 between Southern Star Central Corp., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association as Trustee.
Southern Star Central Corp. Southern Star Central Gas PIpeline, Inc.Southern Star Central Corp • August 11th, 2010 • Natural gas transmission
This letter is being presented for your consideration as respects the current Employment Agreement “Agreement” between Southern Star Central Gas Pipeline, Inc. (SSCGP), a wholly-owned subsidiary of Southern Star Central Corp. (Company) and you, Susanne W. Harris, named “Executive” dated August 11, 2005, as amended January 1, 2009.
ContractSouthern Star Central Corp • June 30th, 2006 • Natural gas transmission • Kentucky
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(c) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
Southern Star Central Corp. Southern Star Central Gas PIpeline, Inc.Southern Star Central Corp • August 11th, 2010 • Natural gas transmission
This letter is being presented for your consideration as respects the current Employment Agreement “Agreement” between Southern Star Central Gas Pipeline, Inc. (SSCGP), a wholly-owned subsidiary of Southern Star Central Corp. (Company) and you, Robert S. Bahnick, named “Executive” dated August 11, 2005, as amended January 1, 2009.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • August 17th, 2005 • Southern Star Central Corp • Natural gas transmission • New York
THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of August 11, 2005, by and between Southern Star Central Corp., a Delaware corporation (“SSCC”), EFS-SSCC Holdings, LLC, a Delaware limited liability company (“Holdings”) (SSCC and Holdings collectively, the “Companies”), and EFS Services, LLC, a Delaware limited liability company (“Service Provider”).
Southern Star Central Corp. Southern Star Central Gas PIpeline, Inc.Southern Star Central Corp • August 11th, 2010 • Natural gas transmission
This letter is being presented for your consideration as respects the current Employment Agreement “Agreement” between Southern Star Central Gas Pipeline, Inc. (SSCGP), a wholly-owned subsidiary of Southern Star Central Corp. (Company) and you, Beverly H. Griffith, named “Executive” dated August 11, 2005, as amended January 1, 2009.
PLEDGE AGREEMENTPledge Agreement • July 6th, 2012 • Southern Star Central Corp • Natural gas transmission • New York
PLEDGE AGREEMENT, dated as of July 3, 2012, made by SOUTHERN STAR CENTRAL CORP., a Delaware corporation (the “Pledgor”), in favor of ROYAL BANK OF CANADA, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Revolving Credit Agreement, dated as of July 3, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SOUTHERN STAR CENTRAL CORP., a Delaware corporation (the “Borrower”), the Lenders and the Administrative Agent.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • March 23rd, 2012 • Southern Star Central Corp • Natural gas transmission • New York
THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of January 23, 2012, by and between Southern Star Central Corp., a Delaware corporation (“SSCC”), EFS-SSCC Holdings, L.L.C., a Delaware limited liability company (“Holdings”), (SSCC and Holdings collectively, the “Companies”), and MSIP Southern Star L.L.C., (“Service Provider”).
ContractSouthern Star Central Corp • June 30th, 2006 • Natural gas transmission • Kentucky
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(c) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
Southern Star Central Corp. Southern Star Central Gas PIpeline, Inc.Southern Star Central Corp • August 11th, 2010 • Natural gas transmission
This letter is being presented for your consideration as respects the current Employment Agreement “Agreement” between Southern Star Central Gas Pipeline, Inc. (SSCGP), a wholly-owned subsidiary of Southern Star Central Corp. (Company) and you, Daryl R. Johnson, named “Executive” dated August 11, 2005, as amended January 1, 2009.
RECAPITALIZATION AGREEMENTRecapitalization Agreement • August 17th, 2005 • Southern Star Central Corp • Natural gas transmission • New York
THIS RECAPITALIZATION AGREEMENT (this “Agreement”) is made as of this 11th day of August 2005, by and between EFS-SSCC Holdings, LLC, a Delaware Limited Liability Company (“Holdings”), and Southern Star Central Corp., a Delaware corporation (the “Company”).
SOUTHERN STAR CENTRAL CORP. SOUTHERN STAR CENTRAL GAS PIPELINE, INC. Owensboro, Kentucky 42301Southern Star Central Corp • March 17th, 2009 • Natural gas transmission • Kentucky
This letter (referred to herein as the “Amendment”) when signed by both of us, sets forth certain changes in a letter agreement dated August 1, 2005 (the "Original Agreement") between you (also referred to as the “Executive”) and Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”). It amends certain provisions in the Original Agreements specifically referenced herein, in order to reflect terms now required to avoid excise taxes and other adverse tax consequences under Section 409A Internal Revenue Code (the "Code"), and the Original Agreement, when combined with this Amendment, shall be construed, if and where ambiguous, in a fashion consistent with the requirements of that Code section.
Southern Star Central Corp. Southern Star Central Gas PIpeline, Inc.Southern Star Central Corp • August 11th, 2010 • Natural gas transmission
This letter is being presented for your consideration as respects the current Employment Agreement “Agreement” between Southern Star Central Gas Pipeline, Inc. (SSCGP), a wholly-owned subsidiary of Southern Star Central Corp. (Company) and you, Robert W. Carlton, named “Executive” dated August 11, 2005, as amended January 1, 2009.
ContractSouthern Star Central Corp • June 30th, 2006 • Natural gas transmission • Kentucky
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(e) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
MANAGEMENT AGREEMENTManagement Agreement • May 7th, 2004 • Southern Star Central Corp • Natural gas transmission • New York
This Management Agreement (this “Agreement”) is made and entered into as of April 26, 2004, by and between Southern Star Central Gas Pipeline, Inc., a Delaware corporation (“SSCGP”), Western Frontier Pipeline Company, L.L.C., a Delaware limited liability company (“Western Frontier”) (SSCGP and Western Frontier collectively, the “Operating Companies”), and AIG Highstar Capital, L.P., a Delaware limited partnership (“Manager”).
November 3, 2003 Southern Star Central Corp. c/o AIG Highstar Capital, L.P. 175 Water Street New York, New York 10038 Attn: Christopher Lee Re: Union Bank of California Credit Agreement ----------------------------------------- Dear Mr. Lee: Please...Southern Star Central Corp • December 5th, 2003 • New York
SOUTHERN STAR CENTRAL CORP. SOUTHERN STAR CENTRAL GAS PIPELINE, INC. Owensboro, Kentucky 42301Southern Star Central Corp • March 17th, 2009 • Natural gas transmission • Kentucky
This letter (referred to herein as the “Amendment”) when signed by both of us, sets forth certain changes in a letter agreement dated August 1, 2005 (the "Original Agreement") between you (also referred to as the “Executive”) and Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”). It amends certain provisions in the Original Agreements specifically referenced herein, in order to reflect terms now required to avoid excise taxes and other adverse tax consequences under Section 409A Internal Revenue Code (the "Code"), and the Original Agreement, when combined with this Amendment, shall be construed, if and where ambiguous, in a fashion consistent with the requirements of that Code section.
EXECUTION VERSIONSecond Amendment • March 26th, 2013 • Southern Star Central Corp • Natural gas transmission • New York
This Second Amendment, dated as of March 22, 2013 (this “Amendment”), among SOUTHERN STAR CENTRAL CORP. (the “Borrower”), ROYAL BANK OF CANADA, as a lender and issuing bank (“RBC”), U.S. BANK, NATIONAL ASSOCIATION, as a lender (together with RBC, the “Existing Lenders”), ROYAL BANK OF CANADA, as administrative agent (the “Administrative Agent”), and BANK OF AMERICA, N.A., as the New Lender (as defined below).
Southern Star Central Corp. Southern Star Central Gas PIpeline, Inc.Southern Star Central Corp • August 11th, 2010 • Natural gas transmission
This letter is being presented for your consideration as respects the current Employment Agreement “Agreement” between Southern Star Central Gas Pipeline, Inc. (SSCGP), a wholly-owned subsidiary of Southern Star Central Corp. (Company) and you, David L. Finley, named “Executive” dated August 11, 2005, as amended January 1, 2009.
Amendment to Employment Agreement by and between Jerry L. Morris and Southern Star Central Corporation and Southern Star Central Gas Pipeline, Inc.Employment Agreement • August 17th, 2005 • Southern Star Central Corp • Natural gas transmission
WHEREAS, Jerry L. Morris (the “Executive”) and Southern Star Central Corporation (the “Company”) and Southern Star Central Gas Pipeline, Inc. (“SSCGP”) entered into an employment agreement dated May 13, 2005 (the “Employment Agreement”);
Southern Star Central Corp. Southern Star Central Gas PIpeline, Inc.Southern Star Central Corp • August 11th, 2010 • Natural gas transmission
This letter is being presented for your consideration as respects the current Employment Agreement “Agreement” between Southern Star Central Gas Pipeline, Inc. (SSCGP), a wholly-owned subsidiary of Southern Star Central Corp. (Company) and you, Jerry L. Morris, named “Executive” dated August 11, 2005, as amended January 1, 2009.
SOUTHERN STAR CENTRAL CORP. SOUTHERN STAR CENTRAL GAS PIPELINE, INC. c/o AIG Highstar Capital, L.P. New York, NY 10022Trade Secret Agreement • May 16th, 2005 • Southern Star Central Corp • Natural gas transmission • Kentucky
This letter (referred to herein as the “Agreement”) when signed by both of us, amends and restates in their entirety the terms and conditions upon which you, Jerry L. Morris (“you” or the “Executive”) will continue to be employed by Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”).
Exhibit 10.8 CONTINGENT EQUITY FACILITY AGREEMENT CONTINGENT EQUITY FACILITY AGREEMENT (this "Agreement"), dated as of January 22, 2003, by and among SOUTHERN STAR CENTRAL CORP., a Delaware corporation (the "Corporation"), AIG HIGHSTAR CAPITAL, L.P.,...Contingent Equity Facility Agreement • December 5th, 2003 • Southern Star Central Corp • New York
