PREFERRED RESTRUCTURING AGREEMENTOperating Agreement • October 22nd, 2018 • EnLink Midstream Partners, LP • Natural gas transmission • Delaware
THIS TENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENLINK MIDSTREAM PARTNERS, LP dated as of , is entered into by and among EnLink Midstream GP, LLC, a Delaware limited liability company, as the General 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:
SUPPORT AGREEMENTSupport Agreement • October 22nd, 2018 • EnLink Midstream Partners, LP • Natural gas transmission • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of October 21, 2018, is made and entered into by and among EnLink Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), Enfield Holdings, L.P., a Delaware limited partnership (the “Unitholder”), TPG VII Management, LLC, a Delaware limited liability company (“TPG”), WSEP Egypt Holdings, LP, a Delaware limited partnership (“WSEP Egypt Holdings”), and WSIP Egypt Holdings, LP, a Delaware limited partnership (“WSIP Egypt Holdings” and, together with TPG and WSEP Egypt Holdings, the “Enfield Affiliate Parties”). The Partnership, the Unitholder, and the Enfield Affiliate Parties are referred to herein individually as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER by and among ENLINK MIDSTREAM, LLC, ENLINK MIDSTREAM MANAGER, LLC, NOLA MERGER SUB, LLC, ENLINK MIDSTREAM PARTNERS, LP, and ENLINK MIDSTREAM GP, LLC Dated as of October 21, 2018Agreement and Plan of Merger • October 22nd, 2018 • EnLink Midstream Partners, LP • Natural gas transmission • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 21, 2018 (the “Execution Date”), is entered into by and among EnLink Midstream, LLC, a Delaware limited liability company (“Parent”), EnLink Midstream Manager, LLC, a Delaware limited liability company and the managing member of Parent (the “Parent Managing Member”), NOLA Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), EnLink Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and EnLink Midstream GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). Parent, Parent Managing Member, Merger Sub, the Partnership, and the General Partner are referred to herein collectively as the “Parties” and each individually as a “Party.” Certain capitalized terms used in this Agreement are defined in Section 1.1.
