Marlin Midstream Partners, LP Sample Contracts

Azure Midstream Partners, Lp – UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION (March 21st, 2017)

**The jointly administered Debtors are authorized to file monthly operating reports on a consolidated basis, and have disbursements broken down by case number on Exhibit A attached**

Azure Midstream Partners, Lp – IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION (March 21st, 2017)

Each of the Debtors proposes the following joint chapter 11 plan of liquidation pursuant to section 1121(a) of the Bankruptcy Code.  Capitalized terms used herein shall have the meanings set forth in Section 1.A below.

Azure Midstream Partners, Lp – PURCHASE AND SALE AGREEMENT dated as of March 10, 2017 by and among Azure Midstream Partners, LP, Azure TGG, LLC, Talco Midstream Assets, Ltd., Azure ETG, LLC, Marlin Midstream, LLC and Turkey Creek Pipeline, LLC, as Sellers, and BTA Gathering LLC, as Buyer, and Enterprise Products Operating LLC, as Guarantor (March 21st, 2017)

This Purchase and Sale Agreement (as the same may be amended or modified in accordance herewith, this “Agreement”), dated as of March 10, 2017 (the “Execution Date”), is entered into by and among Azure Midstream Partners, LP, a Delaware limited partnership (“Azure”), Azure TGG, LLC, a Delaware limited liability company (“Azure TGG”), Talco Midstream Assets, Ltd., a Texas limited partnership (“Talco Midstream”), Azure ETG, LLC, a Delaware limited liability company (“Azure ETG”), Marlin Midstream, LLC, a Texas limited liability company (“Marlin Midstream”), and Turkey Creek Pipeline, LLC, a Texas limited liability company (“Turkey Creek,” and together with Azure, Azure TGG, Talco Midstream, Azure ETG and Marlin Midstream, each a “Seller” and collectively, the “Sellers”), BTA Gathering LLC, a Delaware limited liability company (“Buyer”), and, solely for the purpose of being bound by Section 12.16, Enterprise Products Operating LLC, a Texas limited liability company (“Guarantor”). Sellers

Azure Midstream Partners, Lp – PURCHASE AND SALE AGREEMENT dated as of February 10, 2017 by and among Azure Midstream Partners, LP, Azure TGG, LLC, Talco Midstream Assets, Ltd., Azure ETG, LLC, Marlin Midstream, LLC and Turkey Creek Pipeline, LLC, as Sellers, and M5 Midstream LLC, as Buyer (February 15th, 2017)

This Purchase and Sale Agreement (as the same may be amended or modified in accordance herewith, this “Agreement”), dated as of February 10, 2017 (the “Execution Date”), is entered into by and among Azure Midstream Partners, LP, a Delaware limited partnership (“Azure”), Azure TGG, LLC, a Delaware limited liability company (“Azure TGG”), Talco Midstream Assets, Ltd., a Texas limited partnership (“Talco Midstream”), Azure ETG, LLC, a Delaware limited liability company (“Azure ETG”), Marlin Midstream, LLC, a Texas limited liability company (“Marlin Midstream”), and Turkey Creek Pipeline, LLC, a Texas limited liability company (“Turkey Creek,” and together with Azure, Azure TGG, Talco Midstream, Azure ETG and Marlin Midstream, each a “Seller” and collectively, the “Sellers”), and M5 Midstream LLC, a Delaware limited liability company (“Buyer”). Sellers and Buyer are sometimes referred to collectively herein as the “Parties” and each individually a “Party.”

Azure Midstream Partners, Lp – January 15, 2017 «First_Name» «Last_Name» «Address1» «City», «State» «Zip» Re: Key Employee Retention Bonus Dear «Nick_Name»: (January 20th, 2017)

In recognition of your continuing key role at Azure Midstream Partners LP (“Azure”) and Azure Midstream Energy LLC (“AME” and together with Azure, the “Companies”), you shall be entitled to a retention bonus upon the terms and conditions set forth in this letter agreement (this “Agreement”).  Please refer to Appendix A for certain defined terms used herein.

Azure Midstream Partners, Lp – AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT (January 18th, 2017)

This Limited Duration Waiver Agreement (this “Agreement”) dated as of January 13, 2017, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the “Effective Date”), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, an “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).

Azure Midstream Partners, Lp – AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT (December 20th, 2016)

This Limited Duration Waiver Agreement (this “Agreement”) dated as of December 16, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the “Effective Date”), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, an “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).

Azure Midstream Partners, Lp – AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT (December 5th, 2016)

This Limited Duration Waiver Agreement (this “Agreement”) dated as of November 30, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the “Effective Date”), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, an “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).

Azure Midstream Partners, Lp – AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT (November 2nd, 2016)

This Limited Duration Waiver Agreement (this “Agreement”) dated as of October 28, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the “Effective Date”), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, an “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).

Azure Midstream Partners, Lp – AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT (September 29th, 2016)

This Limited Duration Waiver Agreement (this “Agreement”) dated as of September 27, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the “Effective Date”), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, an “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).

Azure Midstream Partners, Lp – PARTNERSHIP INCENTIVE AND RETENTION BONUS PROGRAM (September 27th, 2016)

Azure Midstream Partners, LP (the “Partnership”) has adopted this Incentive and Retention Bonus Program (this “Program”) to reward employees and agents of the Partnership’s general partner who provide services to the Partnership and to provide additional incentive to retain their services.

Azure Midstream Partners, Lp – AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT AND AMENDMENT NO. 5 TO CREDIT AGREEMENT (August 17th, 2016)

This Limited Duration Waiver Agreement and Amendment No. 5 to Credit Agreement (this “Agreement”) dated as of August 12, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 12 (the “Effective Date”), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, an “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).

Azure Midstream Partners, Lp – AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT AND AMENDMENT NO. 4 TO CREDIT AGREEMENT (July 1st, 2016)

This Limited Duration Waiver Agreement and Amendment No. 4 to Credit Agreement (this “Agreement”) dated as of June 30, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 12 (the “Effective Date”), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, an “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).

Azure Midstream Partners, Lp – NEWS RELEASE Azure Midstream Partners, LP Anticipates Units to Begin Trading on the OTCQB Market (June 8th, 2016)

DALLAS, June 6, 2016—Azure Midstream Partners, LP (NYSE: AZUR) (“Azure”, the “Partnership”), today announced that it was notified by the New York Stock Exchange (the “NYSE”) that the NYSE has determined to commence proceedings to delist its common units (the “Common Units”) from the NYSE.  These proceedings are a result of Azure’s failure to comply with the continued listing standard set forth in Section 802.01B of the NYSE Listed Company Manual that require Azure to maintain an average global market capitalization over a consecutive 30 trading-day period of at least $15 million for its Common Units.   The NYSE also suspended the trading of the Common Units at the close of trading on June 3, 2016.

Azure Midstream Partners, Lp – SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AZURE MIDSTREAM PARTNERS, LP (April 5th, 2016)

This Second Amendment  (this “Amendment”) to Second Amended and Restated Agreement of Limited Partnership of Azure Midstream Partners, LP, dated as of March 30, 2016 (the “Effective Date”), is entered into by Azure Midstream Partners GP, LLC, a Delaware limited liability company (the “General Partner”) and the general partner of Azure Midstream Partners, LP, a Delaware limited partnership (the “Partnership”).  Capitalized terms used but not defined herein are used as defined in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of February 27, 2015, as amended by the First Amendment thereto, dated as of May 19, 2015 (as so amended, the “Partnership Agreement”).

Azure Midstream Partners, Lp – SETTLEMENT AGREEMENT REGARDING AES CONTRACTS between AZURE MIDSTREAM PARTNERS, LP MARLIN MIDSTREAM, LLC and MARLIN LOGISTICS, LLC, and ASSOCIATED ENERGY SERVICES, LP, NUDEVCO MIDSTREAM DEVELOPMENT, LLC and MARLIN IDR HOLDINGS, LLC Dated Effective as of March 31, 2016 (April 5th, 2016)

Azure Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and its subsidiaries Marlin Midstream, LLC, a Texas limited liability company (“MMLLC”) and Marlin Logistics, LLC, a Texas limited liability company (“Logistics”), on the one hand (collectively, the “Azure Parties”), and Associated Energy Services, LP, a Texas limited partnership (“AES”), NuDevco Midstream Development, LLC, a Texas limited liability company (“NuDevco”), and Marlin IDR Holdings, LLC, a Delaware limited liability company (“IDR Holdings”), on the other hand (collectively, the “AES Parties”, and together with the Azure Parties, the “Parties”) have agreed to settle certain matters related to the AES Contracts (as defined below) on the terms set forth in this agreement, effective for all purposes as among them as of the close of business on March 31, 2016 (the “Effective Date”), except to the extent a different date for effectiveness is specified herein or in any related agreements hereunder.

Azure Midstream Partners, Lp – SECOND AMENDMENT TO SECOND AMENDED AND RESTATED agreement of limited partnership OF Azure midstream partners, lp (March 30th, 2016)

This Second Amendment (this "Amendment") to Second Amended and Restated Agreement of Limited Partnership of Azure Midstream Partners, LP, dated as of March 30, 2016 (the "Effective Date"), is entered into by Azure Midstream Partners GP, LLC, a Delaware limited liability company (the "General Partner") and the general partner of Azure Midstream Partners, LP, a Delaware limited partnership (the "Partnership").  Capitalized terms used but not defined herein are used as defined in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of February 27, 2015, as amended by the First Amendment thereto, dated as of May 19, 2015 (as so amended, the "Partnership Agreement").

Azure Midstream Partners, Lp – AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENT (March 30th, 2016)

This AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENT (this “Agreement”), dated as of March 29, 2016, (the “Effective Date”) is by and among AZURE MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Borrower”), the subsidiaries of the Borrower party hereto (each a “Guarantor” and collectively, the “Guarantors”), the Lenders (as defined below), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, an “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).

Azure Midstream Partners, Lp – AMENDMENT NO. 2 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO SECURITY AGREEMENT (October 30th, 2015)

This AMENDMENT NO. 2 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO SECURITY AGREEMENT (this “Agreement”) dated as of October 26, 2015, (the “Effective Date”) is by and among AZURE MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Borrower”), the subsidiaries of the Borrower party hereto (each a “Guarantor” and collectively, the “Guarantors”), the Lenders (as defined below), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as issuing lender (in such capacity, an “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”).

Azure Midstream Partners, Lp – EXPLANATORY NOTE (October 6th, 2015)

The condensed consolidated financial statements included in this filing reflect the assets, liabilities and operations of Azure Midstream Partners, LP (the "Partnership"), updated to include the contribution of Azure ETG, LLC ("ETG") that owns and operates the East Texas Gathering System (the "ETG System").

Azure Midstream Partners, Lp – PART I (October 6th, 2015)

In this report, the terms "Partnership," as well as the terms "our," "we," "us" and "its" refer to Azure Midstream Partners, LP itself or Azure Midstream Partners, LP together with its consolidated subsidiaries, including the Azure System Predecessor, as the context requires. The term "Azure System Predecessor" is sometimes used to refer to the Legacy gathering system entities and assets (the "Legacy System"), which has been deemed to be the predecessor of the Partnership for accounting and financial reporting purposes. On May 19, 2015, the Partnership changed its name from Marlin Midstream Partners, LP to Azure Midstream Partners, LP.

Azure Midstream Partners, Lp – EXPLANATORY NOTE (October 6th, 2015)

The consolidated financial statements included in this filing reflect the assets, liabilities and operations of the Legacy gathering system entities and assets (the "Legacy System"), updated to include the East Texas Gathering System entities and assets (the "ETG System"), as a result of the contribution of the entity owning the ETG System to the Partnership, (collectively the "Azure System").

Azure Midstream Partners, Lp – Unaudited Pro Forma Consolidated and Combined Financial Statements (October 6th, 2015)

The Unaudited Pro Forma Consolidated and Combined Financial Statements, or the pro forma financial statements, combine the carve-out historical financial statements of the Legacy gathering system entities and assets (the "Legacy System") the accounting predecessor of Azure Midstream Partners, LP, formerly Marlin Midstream Partners, LP, (the "Partnership”), the historical consolidated and combined financial statements of the Partnership and the carve-out historical financial statements of the ETG System (as defined below) to illustrate the effect of the transactions described below.

Azure Midstream Partners, Lp – CONTRIBUTION AGREEMENT between AZURE MIDSTREAM ENERGY, LLC, the “Contributor”, and AZURE MIDSTREAM PARTNERS, LP, the “Partnership” Dated August 6, 2015 Concerning the Acquisition of all of the Equity Interests in Azure ETG, LLC (August 12th, 2015)

THIS CONTRIBUTION AGREEMENT (this “Agreement”) executed and delivered on August 6, 2015 (the “Closing Date”) is made and entered into by and between Azure Midstream Energy, LLC, a Delaware limited liability company (the “Contributor”), and Azure Midstream Partners, LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

Azure Midstream Partners, Lp – GAS GATHERING AGREEMENT AZURE ETG, LLC AS GATHERER AND TGG PIPELINE, LTD AS SHIPPER (August 12th, 2015)
Azure Midstream Partners, Lp – AZURE MIDSTREAM PARTNERS, LP (a Delaware limited partnership) 3,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (June 23rd, 2015)

Azure Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Partnership and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of common units representing limited partner interests in the Partnership (the “Common Units”) set forth in Schedule A hereto and (ii) the grant by the Partnership to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any pa

Marlin Midstream Partners, LP – CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP OF MARLIN MIDSTREAM PARTNERS, LP May 19, 2015 (May 21st, 2015)

The undersigned, desiring to amend the Certificate of Limited Partnership of Marlin Midstream Partners, LP (the “Partnership”) pursuant to the provisions of Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, does hereby certify as follows:

Marlin Midstream Partners, LP – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION OF MARLIN MIDSTREAM GP, LLC May 19, 2015 (May 21st, 2015)

Pursuant to Section 18-202 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, an authorized person of Marlin Midstream GP, LLC (the “Company”), a limited liability company organized and existing under Section 18-201 of the Act, does hereby certify that:

Marlin Midstream Partners, LP – FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MARLIN MIDSTREAM GP, LLC (May 21st, 2015)

This First Amendment (this “Amendment”) to the First Amended and Restated Limited Liability Company Agreement, entered into as of July 31, 2013 (the “LLC Agreement”) of Marlin Midstream GP, LLC, a Delaware limited liability company (the “Company”), is entered into as of May 19, 2015, by Azure Midstream Energy LLC, the sole Member of the Company. Capitalized terms used but not defined herein have the meaning given such terms in the LLC Agreement.

Marlin Midstream Partners, LP – FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARLIN MIDSTREAM PARTNERS, LP (May 21st, 2015)

This First Amendment to the Second Amended and Restated Limited Partnership Agreement of MARLIN MIDSTREAM PARTNERS, LP (the “Amendment”), dated as of May 19, 2015 (the “Effective Date”), is entered into by Azure Midstream Partners GP, LLC (formerly known as Marlin Midstream GP, LLC), a Delaware limited liability company (the “General Partner”) as general partner of Azure Midstream Partners, LP (formerly known as Marlin Midstream Partners, LP), a Delaware limited partnership (the “Partnership”). Capitalized terms used but not defined herein are used as defined in the Second Amended and Restated Agreement of Limited Partnership of Marlin Midstream Partners, LP, dated as of February 27, 2015 (the “Partnership Agreement”).

Marlin Midstream Partners, LP – Report of Independent Registered Public Accounting Firm (April 6th, 2015)

We have audited the accompanying balance sheets of Azure Legacy System and of Azure Legacy System Predecessor as of December 31, 2014 and 2013, and the related statements of operations, parent company net investment, and cash flows for the year ended December 31, 2014, the period from November 15, 2013 to December 31, 2013, the period from January 1, 2013 to November 14, 2013 and the year ended December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Marlin Midstream Partners, LP – Unaudited Pro Forma Consolidated and Combined Financial Statements (April 6th, 2015)

The Unaudited Pro Forma Consolidated and Combined Financial Statements, or the pro forma financial statements, combine the carve-out historical financial statements of the Azure Legacy System entities and assets (as defined below), the accounting predecessor of Marlin Midstream Partners, LP (the "Partnership”) and the historical consolidated and combined financial statements of the Partnership, the acquired entity, to illustrate the effect of the transactions described below.

Marlin Midstream Partners, LP – SELECTED HISTORICAL FINANCIAL DATA OF THE AZURE LEGACY SYSTEM AND THE AZURE LEGACY SYSTEM PREDECESSOR (April 6th, 2015)

The following table presents the selected historical financial and operating data of the Azure Legacy System (the "Legacy System") and the Azure Legacy System Predecessor (the "Legacy System Predecessor") for the periods presented. The selected historical financial data of the Legacy System and Legacy System Predecessor are derived from the historical financial statements of the Legacy System and the Legacy System Predecessor and should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" below and the audited financial statements attached as Exhibit 99.2 to this Current Report on Form 8-K/A. The following information is only a summary and is not necessarily indicative of the results of future operations of the Legacy System and the Legacy System Predecessor.

Marlin Midstream Partners, LP – AMENDMENT TO TRANSLOADING SERVICES AGREEMENT BETWEEN ASSOCIATED ENERGY SERVICES, LP AND MARLIN LOGISTICS, LLC (March 5th, 2015)

This Amendment to Transloading Services Agreement (“Amendment”) is made and entered into effective as of the 27th day of February, 2015 (the “Execution Date”), by and between Marlin Logistics, LLC (“Marlin”) and Associated Energy Services, LP (“AES”). Hereinafter Marlin and AES may sometimes be collective referred to as the “Parties” and individually as a “Party.”

Marlin Midstream Partners, LP – OMNIBUS AGREEMENT by and among AZURE MIDSTREAM ENERGY LLC, MARLIN MIDSTREAM PARTNERS, LP and MARLIN MIDSTREAM GP, LLC (March 5th, 2015)

This Omnibus Agreement (this “Agreement”) is made and entered into as of February 27, 2015 (the “Execution Date”), by and among Azure Midstream Energy LLC, a Delaware limited liability company (“Azure”), Marlin Midstream Partners, LP, a Delaware limited partnership (the “MLP”), and Marlin Midstream GP, LLC, a Delaware limited liability company and the sole general partner of the MLP (“MLP GP”). Each of the parties to this Agreement is sometimes referred to individually in this Agreement as a “Party” and are sometimes collectively referred to in this Agreement as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in Article I.