0001104659-14-078462 Sample Contracts

ENLINK MIDSTREAM PARTNERS, LP Common Units Representing Limited Partner Interests EQUITY DISTRIBUTION AGREEMENT
Terms Agreement • November 7th, 2014 • EnLink Midstream Partners, LP • Natural gas transmission • New York

EnLink Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), confirms its agreement (this “Agreement”) with BMO Capital Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Jefferies LLC, Raymond James & Associates, Inc. and RBC Capital Markets, LLC (each, a “Manager” and, collectively, the “Managers”), with respect to the issuance and sale from time to time by the Partnership of common units representing limited partner interests in the Partnership (the “Common Units”), having an aggregate offering price of up to $350,000,000 (the “Units”) through or to the Managers, as sales agents or principals, on the terms and subject to the conditions set forth in this Agreement.

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