Kayne Anderson Acquisition Corp Sample Contracts

Altus Midstream Co – INTRASTATE FIRM NATURAL GAS TRANSPORTATION SERVICE AGREEMENT (March 1st, 2019)

THIS INTRASTATE FIRM NATURAL GAS TRANSPORTATION SERVICE AGREEMENT (the “Service Agreement”) is entered into effective April 1, 2017, (“Commencement Date”) by and between ALPINE HIGH PIPELINE LLC a Delaware limited liability company (hereinafter referred to as “Transporter”), and Apache Corporation, a Delaware corporation (hereinafter referred to as “Shipper”), both hereinafter collectively referred to as the “Parties”, and individually as a “Party”. In consideration of the mutual covenants herein contained, the Parties agree as follows:

Altus Midstream Co – GAS PROCESSING AGREEMENT by and between APACHE CORPORATION and ALPINE HIGH PROCESSING LP dated (March 1st, 2019)

This Gas Processing Agreement (this “Agreement”) is made and entered into to be retroactively effective July 1, 2018 (“Effective Date”), by and between Alpine High Processing LP, a Delaware limited partnership (“Processor”), and Apache Corporation, a Delaware corporation (“Producer”). Processor and Producer are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

Altus Midstream Co – ALTUS MIDSTREAM COMPANY Non-Employee Directors’ Restricted Stock Units Plan Restricted Stock Unit Award Agreement (March 1st, 2019)

This Agreement is made as of the [date], between Altus Midstream Company, a Delaware corporation (the “Company”), and [Name] (the “Director”).

Altus Midstream Co – ALTUS MIDSTREAM COMPANY (March 1st, 2019)
Altus Midstream Co – GAS GATHERING AGREEMENT by and between APACHE CORPORATION and ALPINE HIGH GATHERING LP dated (March 1st, 2019)

This Gas Gathering Agreement (“Agreement”) is entered into to be retroactively effective July 1, 2018 (“Effective Date”) by and between APACHE CORPORATION, a Delaware corporation (together with its successors and permitted assigns, “Producer”), and ALPINE HIGH GATHERING LP, a Delaware limited partnership (together with its successors and permitted assigns, “Gatherer”). Producer and Gatherer may be referred to herein individually as “Party,” or collectively as the “Parties.”

Altus Midstream Co – TRANSPORTATION SERVICES AGREEMENT (March 1st, 2019)

This Transportation Services Agreement (this “Agreement”) is made and entered into, effective as of this first day of July, 2018 (the “Effective Date”), by and between Alpine High NGL Pipeline LP, a Delaware limited partnership (“Carrier”), and Apache Corporation, a Delaware corporation (“Shipper”). Shipper and Carrier may be referred to individually as a “Party,” or collectively as the “Parties.”

Altus Midstream Co – NEWS RELEASE (February 28th, 2019)

HOUSTON, Feb. 27, 2019 – Altus Midstream Company (NASDAQ: ALTM) today announced its results for the three-month period ending Dec. 31, 2018. Altus was created following a recapitalization transaction that closed on Nov. 9, 2018, with an effective date of Oct. 1, 2018. The transaction combined Apache Corporation’s Alpine High midstream assets and funding from Kayne Anderson Acquisition Corp. This is the company’s first reporting period since the closing. Full-year 2018 results for the Alpine High operating entities that are now a part of Altus will be included as part of Altus’ 10-K, to be filed with the SEC on Feb. 28, 2019.

Altus Midstream Co – NEWS RELEASE (January 22nd, 2019)

HOUSTON, Jan. 16, 2019 – Apache Corporation (NYSE, Nasdaq: APA) and Altus Midstream Company (“Altus”) (Nasdaq: ALTM) today announced the appointment of Clay Bretches as CEO of Altus Midstream, effective immediately. Bretches will also serve as a member of the Altus board of directors and as Apache’s senior vice president, U.S. Midstream Operations. Brian Freed, CEO of Altus since its inception, will continue in his role as Apache’s senior vice president, Midstream and Marketing.

Altus Midstream Co – NEWS RELEASE (December 19th, 2018)

HOUSTON, Dec. 19, 2018 – Altus Midstream Company (Nasdaq: ALTM, ALTMW) today announced its subsidiary, Altus Midstream LP, has exercised and closed its option with Kinder Morgan Texas Pipeline LLC (Kinder Morgan) to acquire a 15 percent equity interest in the Gulf Coast Express Pipeline Project (GCX). The approximately $1.75 billion project is designed to transport up to 1.98 billion cubic feet (BCF) of natural gas per day from the Waha Hub and other points in the Permian Basin to the Agua Dulce Hub near the Texas Gulf Coast. GCX is under construction and expected to enter service in October 2019 pending regulatory approvals. Kinder Morgan (NYSE: KMI) now owns a 35 percent equity interest in the project after the closing of the Altus Midstream option. Kinder Morgan is also constructing and operating the pipeline. Subsidiaries and/or affiliates of DCP Midstream (NYSE: DCP) and Targa Resources Corp. (NYSE: TRGP) each hold a 25 percent equity interest in GCX.

Kayne Anderson Acquisition Corp – CONSTRUCTION, OPERATIONS AND MAINTENANCE AGREEMENT by and between APACHE CORPORATION as Service Provider and ALTUS MIDSTREAM COMPANY (f/k/a KAYNE ANDERSON ACQUISITION CORP.) as Owner (November 13th, 2018)

This Construction, Operations and Maintenance Agreement (this “Agreement”) is effective as of November 9, 2018 (the “Effective Date”), by and between Apache Corporation, a Delaware corporation (“Service Provider”), on the one hand, and Altus Midstream Company (f/k/a Kayne Anderson Acquisition Corp.), a Delaware corporation (as “Owner”), on the other hand. Each of Service Provider and Owner is sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Kayne Anderson Acquisition Corp – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ALPINE HIGH MIDSTREAM (November 13th, 2018)

The following discussion and analysis should be read in conjunction with the accompanying combined financial statements and related notes of Alpine High Midstream set forth in Item 9.01 in this Current Report on Form 8-K. The combined financial statements of Alpine High Midstream reflect the combined results of operations of Alpine High Gathering, Alpine High Pipeline, Alpine High Processing, and Alpine High NGL Pipeline, which operate and conduct Apache’s midstream business located in the Alpine High resource play. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs, and expected performance of the Alpine High Midstream operations. The forward-looking statements are dependent upon events, risks, and uncertainties that may be outside the combined entities’ control. Actual results could differ materially from those discussed in these forward-looking statements. Please read the risk factors related to Alpine High Midstream’s business

Kayne Anderson Acquisition Corp – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KAYNE ANDERSON ACQUISITION CORP. November 9, 2018 (November 13th, 2018)

Kayne Anderson Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

Kayne Anderson Acquisition Corp – LEASE AGREEMENT (November 13th, 2018)

THIS LEASE AGREEMENT (this “Lease”), made and entered into by and between APACHE CORPORATION, a Delaware corporation (“Landlord”), and Altus Midstream LP, a Delaware limited partnership (“Tenant”), effective as of November 9, 2018 (the “Effective Date”).

Kayne Anderson Acquisition Corp – WARRANT AGREEMENT between KAYNE ANDERSON ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (November 13th, 2018)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 9, 2018, is by and between Kayne Anderson Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

Kayne Anderson Acquisition Corp – COMBINED FINANCIAL STATEMENTS ALPINE HIGH MIDSTREAM CONTENTS (November 13th, 2018)
Kayne Anderson Acquisition Corp – TRADEMARK LICENSE AGREEMENT (November 13th, 2018)

This Trademark License Agreement (“Agreement”), dated as of the 9th of November, 2018 (the “Effective Date”), is by and between Apache Corporation, a Delaware corporation with offices located at 2000 Post Oak Boulevard, Suite 100, Houston Texas 77056 (“Licensor”) and Kayne Anderson Acquisition Corp., a Delaware corporation, with offices located at 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056 (“Licensee”).

Kayne Anderson Acquisition Corp – AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALTUS MIDSTREAM LP Dated as of November 9, 2018 (November 13th, 2018)

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Altus Midstream LP, a Delaware limited partnership (the “Partnership”), dated as of November 9, 2018, is adopted, executed and agreed to by and among Altus Midstream GP LLC, a Delaware limited liability company, as the sole general partner of the Partnership, and each of the Limited Partners (as defined herein) set forth on the signature pages hereto.

Kayne Anderson Acquisition Corp – PURCHASE RIGHTS AND RESTRICTIVE COVENANTS AGREEMENT (November 13th, 2018)

This PURCHASE RIGHTS AND RESTRICTIVE COVENANTS AGREEMENT (“Agreement”), dated as of November 9, 2018 (the “Effective Date”) is entered into by and between Apache Corporation, a Delaware corporation (“Apache Parent”), and Kayne Anderson Acquisition Corp., a Delaware corporation (“KAAC”). Each of the parties to this Agreement is sometimes referred to individually in this Agreement as a “Party,” and all of the parties to this Agreement are sometimes collectively referred to in this Agreement as the “Parties.”

Kayne Anderson Acquisition Corp – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (November 13th, 2018)

The unaudited pro forma condensed consolidated statements of operations of KAAC for the nine months ended September 30, 2018 and for the year ended December 31, 2017 combine the historical consolidated statements of operations of KAAC and the historical combined statements of operations of Alpine High Midstream giving effect to the Transactions, summarized below, as if they had been consummated on January 1, 2017, the beginning of the earliest period presented:

Kayne Anderson Acquisition Corp – [US$800,000,000 SENIOR REVOLVING CREDIT FACILITY] CREDIT AGREEMENT dated as of November 9, 2018 among ALTUS MIDSTREAM LP, as Borrower THE LENDERS PARTY HERETO, THE ISSUING BANKS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, and CITIBANK, N.A., BANK OF AMERICA, N.A., THE TORONTO-DOMINION BANK, NEW YORK BRANCH MUFG BANK, LTD., and THE BANK OF NOVA SCOTIA, HOUSTON BRANCH as Co-Documentation Agents JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC, CITIGROUP GLOBAL MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & S (November 13th, 2018)

THIS CREDIT AGREEMENT, dated as of November 9, 2018, is among ALTUS MIDSTREAM LP, a Delaware limited partnership (the “Borrower”), the LENDERS (as defined below) party hereto, the ISSUING BANKS (as defined below) party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITIBANK, N.A., BANK OF AMERICA, N.A., THE TORONTO-DOMINION BANK, NEW YORK BRANCH, MUFG BANK, LTD., and THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as Co-Documentation Agents.

Kayne Anderson Acquisition Corp – TRADEMARK LICENSE AGREEMENT (November 13th, 2018)

This Trademark License Agreement (“Agreement”), dated as of the 9th of November, 2018 (the “Effective Date”), is by and between Apache Corporation, a Delaware corporation with offices located at 2000 Post Oak Boulevard, Suite 100, Houston Texas 77056 (“Licensor”) and Altus Midstream LP, a Delaware limited partnership, with offices located at 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056 (“Licensee”).

Kayne Anderson Acquisition Corp – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (November 13th, 2018)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 9, 2018, is made and entered into by and among Altus Midstream Company (f/k/a Kayne Anderson Acquisition Corp.), a Delaware corporation (the “Company”), Kayne Anderson Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), the undersigned individuals listed under Holder on the signature page hereto (collectively, the “Individual Holders and, together with the Sponsor, the “Existing Holders”), and Apache Midstream LLC, a Delaware limited liability company (“Apache”).

Kayne Anderson Acquisition Corp – STOCKHOLDERS AGREEMENT (November 13th, 2018)

This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of November 9, 2018, is by and among ALTUS MIDSTREAM COMPANY, a Delaware corporation (the “Corporation”), Apache Midstream LLC, a Delaware limited liability company (“Apache”), and Kayne Anderson Sponsor, LLC, a Delaware limited liability company (“Kayne Anderson”). Each of the Corporation, Apache, and Kayne Anderson is sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Kayne Anderson Acquisition Corp – SUBSCRIPTION AGREEMENT (August 8th, 2018)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 8th day of August, 2018, by and among Kayne Anderson Acquisition Corp., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).

Kayne Anderson Acquisition Corp – SUBSCRIPTION AGREEMENT (August 8th, 2018)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 8th day of August, 2018, by and among Kayne Anderson Acquisition Corp., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).

Kayne Anderson Acquisition Corp – August 8, 2018 (August 8th, 2018)

Reference is made to the following agreements: (1) the Equity Purchase Option Agreement dated as of December 20, 2017 by and between Kinder Morgan Texas Pipeline LLC and Apache Midstream LLC (“Apache Midstream”) (the “GCX Option Agreement”); (2) the Shin Oak Pipeline Equity Option Agreement dated as of May 23, 2018 and entered into by and between Enterprise Products Operating LLC and Apache Midstream (the “Shin Oak Option Agreement”); (3) the Option Agreement to Purchase Partners Interest in EPIC Crude Holdings, LP dated as of May 10, 2018 and entered into by and among EPIC Midstream Holdings, LP, EPIC Crude Holdings, LP, EPIC Crude Holdings GP, LLC, and Apache Midstream (the “EPIC Option Agreement” and, together with the GCX Option Agreement and the Shin Oak Option Agreement, the “Option Agreements”); and (4) the Contribution Agreement entered into as of even date hereof by and among Apache Midstream, Kayne Anderson Acquisition Corp. (“Kayne”), and the Companies (as such term is defin

Kayne Anderson Acquisition Corp – NEWS RELEASE (August 8th, 2018)

Anchored by Apache’s gathering, processing and transportation assets at Alpine High, Altus Midstream will be a publicly traded, pure-play, Permian Basin midstream C-corp.

Kayne Anderson Acquisition Corp – August 8, 2018 (August 8th, 2018)

Reference is made to the following agreements: (1) the Equity Purchase Option Agreement dated as of December 20, 2017 by and between Kinder Morgan Texas Pipeline LLC and Apache Midstream LLC (“Apache Midstream”) (the “GCX Option Agreement”); (2) the Shin Oak Pipeline Equity Option Agreement dated as of May 23, 2018 and entered into by and between Enterprise Products Operating LLC and Apache Midstream (the “Shin Oak Option Agreement”); (3) the Option Agreement to Purchase Partners Interest in EPIC Crude Holdings, LP dated as of May 10, 2018 and entered into by and among EPIC Midstream Holdings, LP, EPIC Crude Holdings, LP, EPIC Crude Holdings GP, LLC, and Apache Midstream (the “EPIC Option Agreement” and, together with the GCX Option Agreement and the Shin Oak Option Agreement, the “Option Agreements”); and (4) the Contribution Agreement entered into as of even date hereof by and among Apache Midstream, Kayne Anderson Acquisition Corp. (“Kayne”), and the Companies (as such term is defin

Kayne Anderson Acquisition Corp – CONTRIBUTION AGREEMENT by and among APACHE MIDSTREAM LLC, ALPINE HIGH GATHERING LP, ALPINE HIGH PIPELINE LP, ALPINE HIGH PROCESSING LP, ALPINE HIGH NGL PIPELINE LP, and ALPINE HIGH SUBSIDIARY GP LLC and KAYNE ANDERSON ACQUISITION CORP. and ALTUS MIDSTREAM LP Dated as of August 8, 2018 (August 8th, 2018)

This Contribution Agreement (this “Agreement”) dated as of August 8, 2018 (the “Execution Date”) is made and entered into by and among (a) Apache Midstream LLC, a Delaware limited liability company (“Contributor”), (b) Kayne Anderson Acquisition Corp., a Delaware corporation (“Buyer”), (c) Altus Midstream LP, a Delaware limited partnership (the “KAAC Partnership”), (d)(i) Alpine High Gathering LP, a Delaware limited partnership (f/k/a Alpine High Gathering LLC), (ii) Alpine High Pipeline LP, a Delaware limited partnership (f/k/a Alpine High Pipeline LLC), (iii) Alpine High Processing LP, a Delaware limited partnership (f/k/a Alpine High Processing LLC), and (iv) Alpine High NGL Pipeline LP, a Delaware limited partnership (f/k/a Alpine High NGL Pipeline LLC) (individually, a “Partnership” and collectively, the “Partnerships”), and (e) Alpine High Subsidiary GP LLC, a Delaware limited liability company and the sole general partner of each of the Partnerships (the “General Partner” and, t

Kayne Anderson Acquisition Corp – Contract (March 27th, 2018)

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Kayne Anderson Acquisition Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KAYNE ANDERSON ACQUISITION CORP. March 29, 2017 (April 4th, 2017)

Kayne Anderson Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

Kayne Anderson Acquisition Corp – REGISTRATION RIGHTS AGREEMENT (April 4th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 29, 2017, is made and entered into by and between Kayne Anderson Acquisition Corp., a Delaware corporation (the “Company”), Kayne Anderson Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

Kayne Anderson Acquisition Corp – KAYNE ANDERSON ACQUISITION CORP. (April 4th, 2017)

This letter agreement by and between Kayne Anderson Acquisition Corp. (the “Company”) and KA Fund Advisors, LLC (“KAFA”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

Kayne Anderson Acquisition Corp – WARRANT AGREEMENT between KAYNE ANDERSON ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (April 4th, 2017)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 29, 2017, is by and between Kayne Anderson Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

Kayne Anderson Acquisition Corp – INVESTMENT MANAGEMENT TRUST AGREEMENT (April 4th, 2017)

This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 29, 2017, by and between Kayne Anderson Acquisition Corp, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).