Baker Botts Sample Contracts

Crosstex Energy, L.P. – Term Loan Agreement Dated as of December 11, 2018 Among Enlink Midstream Partners, Lp as the Borrower, Bank of America, N.A., as Administrative Agent and the Other Lenders Party Hereto Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bmo Capital Markets Corp., Rbc Capital Markets, Citibank, N.A., and Wells Fargo Securities, Llc as Joint Lead Arrangers Bank of Montreal, and Royal Bank of Canada as Co-Syndication Agents Citibank, N.A., and Wells Fargo Bank, National Association as Co-Documentation Agents (December 12th, 2018)

This TERM LOAN AGREEMENT (Agreement) is entered into as of December 11, 2018, among ENLINK MIDSTREAM PARTNERS, LP a Delaware limited partnership (together with its successors and assigns, ENLK), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), BANK OF AMERICA, N.A., as Administrative Agent, BANK OF MONTREAL, and ROYAL BANK OF CANADA, as Co-Syndication Agents, and CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

EnLink Midstream, LLC – Revolving Credit Agreement Dated as of December 11, 2018 Among Enlink Midstream, Llc, as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Other Lenders Party Hereto Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bmo Capital Markets Corp., Rbc Capital Markets, Citibank, N.A., and Wells Fargo Securities, Llc as Joint Lead Arrangers Bank of Montreal, and Royal Bank of Canada as Co-Syndication Agents Citibank, N.A., and Wells Fargo Bank, National Association as Co- Documentation Agents (December 12th, 2018)

This REVOLVING CREDIT AGREEMENT (Agreement) is entered into as of December 11, 2018, among ENLINK MIDSTREAM, LLC, a Delaware limited liability company (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, BANK OF MONTREAL, and ROYAL BANK OF CANADA, as Co-Syndication Agents, and CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

EnLink Midstream, LLC – Contract (December 12th, 2018)
Registration Rights Agreement by and Among McDermott International, Inc. And the Purchasers Party Hereto (November 29th, 2018)
McDermott INTERNATIONAL, INC. (As Issuer) and Computershare Inc. And Computershare Trust Company, N.A. (As Warrant Agent) Warrant Agreement Dated as of November 29, 2018 Warrants Exercisable for Shares of Common Stock (November 29th, 2018)
SECURITIES PURCHASE AGREEMENT Among BRISTOW GROUP INC. And THE PURCHASERS PARTY HERETO (7.0% Convertible Senior Secured Notes Due 2024) (November 28th, 2018)
Kimbell Royalty Partners, LP – PURCHASE AND SALE AGREEMENT Among RIVERCREST CAPITAL PARTNERS LP, KIMBELL ART FOUNDATION, RIVERCREST ROYALTIES HOLDINGS II, LLC, CUPOLA ROYALTY DIRECT, LLC, KIMBELL ROYALTY PARTNERS, LP and KIMBELL ROYALTY OPERATING, LLC Dated as of November 20, 2018 (November 23rd, 2018)

THIS PURCHASE AND SALE AGREEMENT (this Agreement), dated as of November 20, 2018 (the Execution Date), is among Rivercrest Capital Partners LP, a Delaware limited partnership (Rivercrest Capital), Kimbell Art Foundation, a Texas non-profit corporation (the Foundation), Cupola Royalty Direct, LLC, a Delaware limited liability company (Cupola and, together with Rivercrest Capital and the Foundation, the Asset Sellers), Rivercrest Royalties Holdings II, LLC, a Delaware limited liability company (Equity Seller and, together with the Asset Sellers, Sellers), Kimbell Royalty Partners, LP, a Delaware limited partnership (Buyer), and Kimbell Royalty Operating, LLC, a Delaware limited liability company (Opco and, together with Buyer, Buyer Parties). Sellers and Buyer Parties are sometimes referred to herein individually as a Party and collectively as the Parties.

Helmerich & Payne, Inc. – Contract (November 16th, 2018)
Armstrong Flooring, Inc. – Stock Purchase Agreement by and Between Armstrong Flooring, Inc. And Tarzan Holdco, Inc. Dated as of November 14, 2018 (November 15th, 2018)
Hines Global Reit II, Inc. – PURCHASE AND SALE AGREEMENT Venue Museum District Apartments and Vacant Land (November 14th, 2018)

This PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of August ____, 2018 (the "Effective Date") by and between GRAYCO LUI MUSEUM INVESTMENT 2006 LP, a Texas limited partnership (the "Apartment Seller") and GRAYCO LUI MUSEUM INVESTMENT II LP, a Texas limited partnership (the "Vacant Land Seller" and, together with the Apartment Seller, the "Seller"), and HGIT 5353 Fannin LP, a Texas limited partnership ("Apartment Purchaser"), and HGIT 5353 Fannin Lot Parcel, Inc., a Delaware corporation ("Vacant Land Purchaser"; and collectively with Apartment Purchaser, "Purchaser").

Hines Global REIT, Inc. – MEMBERSHIP INTERESTS PURCHASE AND SALE AGREEMENT by and Between (November 14th, 2018)
Eqt Midstream Partners Lp – SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT Among EQT CORPORATION, EQT RE, LLC, RM PARTNERS LP, EQM MIDSTREAM MANAGEMENT LLC and EQM POSEIDON MIDSTREAM LLC (November 13th, 2018)

This SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT (Agreement) is entered into on, and effective as of, November 13, 2018, among EQT Corporation, a Pennsylvania corporation (EQT), EQT RE, LLC, a Delaware limited liability company (EQT RE), RM Partners LP (formerly known as Rice Midstream Partners LP), a Delaware limited partnership (the Partnership), EQM Midstream Management LLC (formerly known as Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), and EQM Poseidon Midstream LLC (formerly known as Rice Poseidon Midstream LLC), a Delaware limited liability company (EPM). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Contract (November 8th, 2018)
Neos Therapeutics, Inc. – Contract (November 6th, 2018)
Liberty Broadband Corp – Contract (November 1st, 2018)
Securities Purchase Agreement by and Among McDermott International, Inc. And the Purchasers Named on Schedule a Hereto (October 31st, 2018)
LETTER OF CREDIT AGREEMENT Dated as of October 30, 2018 Among McDermott TECHNOLOGY (AMERICAS), INC., McDermott TECHNOLOGY (US), INC., and McDermott TECHNOLOGY, B.V., as Applicants and McDermott INTERNATIONAL, INC., as Parent and THE PARTICIPANTS AND ISSUERS PARTY HERETO and BARCLAYS BANK PLC, as Administrative Agent and BARCLAYS BANK PLC, and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Joint Lead Arrangers and Joint Lead Bookrunners and BARCLAYS BANK PLC, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, and ABN AMRO CAPITAL USA LLC, as Co-Syndication Agents (October 31st, 2018)
Voting and Support Agreement (October 30th, 2018)
Voting and Support Agreement (October 30th, 2018)
Voting and Support Agreement (October 30th, 2018)
WildHorse Resource Development Corp – AGREEMENT AND PLAN OF MERGER Among CHESAPEAKE ENERGY CORPORATION, COLEBURN INC. And WILDHORSE RESOURCE DEVELOPMENT CORPORATION Dated as of October 29, 2018 (October 30th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of October 29, 2018 (this Agreement), among Chesapeake Energy Corporation, an Oklahoma corporation (Parent), Coleburn Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub), and WildHorse Resource Development Corporation, a Delaware corporation (the Company).

Agreement and Plan of Merger (October 30th, 2018)
Voting and Support Agreement (October 30th, 2018)
EnLink Midstream, LLC – 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, 2018 (October 22nd, 2018)

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.

EnLink Midstream, LLC – Support Agreement (October 22nd, 2018)

This SUPPORT AGREEMENT (this Agreement), dated as of October 21, 2018, is made and entered into by and among GIP III Stetson I, L.P., a Delaware limited partnership (GIP), EnLink Midstream, LLC, a Delaware limited liability company (Parent), Acacia Natural Gas Corp I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Acacia), EnLink Midstream, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (EMI and, together with GIP, Acacia, and EMI, the Unitholders), and EnLink Midstream Partners, LP, a Delaware limited partnership (the Partnership). GIP, Parent, Acacia, EMI, and the Partnership are referred to herein individually as a Party and collectively as the Parties.

Crosstex Energy, L.P. – Preferred Restructuring Agreement (October 22nd, 2018)

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:

Crosstex Energy, L.P. – Preferred Restructuring Agreement (October 22nd, 2018)

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:

EnLink Midstream, LLC – Preferred Restructuring Agreement (October 22nd, 2018)

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:

EnLink Midstream, LLC – Preferred Restructuring Agreement (October 22nd, 2018)

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:

EnLink Midstream, LLC – Support Agreement (October 22nd, 2018)

This SUPPORT AGREEMENT (this Agreement), dated as of October 21, 2018, is made and entered into by and among GIP III Stetson I, L.P., a Delaware limited partnership (GIP), EnLink Midstream, LLC, a Delaware limited liability company (Parent), Acacia Natural Gas Corp I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Acacia), EnLink Midstream, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (EMI and, together with GIP, Acacia, and EMI, the Unitholders), and EnLink Midstream Partners, LP, a Delaware limited partnership (the Partnership). GIP, Parent, Acacia, EMI, and the Partnership are referred to herein individually as a Party and collectively as the Parties.

Crosstex Energy, L.P. – Support Agreement (October 22nd, 2018)

This SUPPORT AGREEMENT (this Agreement), dated as of October 21, 2018, is made and entered into by and among GIP III Stetson I, L.P., a Delaware limited partnership (GIP), EnLink Midstream, LLC, a Delaware limited liability company (Parent), Acacia Natural Gas Corp I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Acacia), EnLink Midstream, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (EMI and, together with GIP, Acacia, and EMI, the Unitholders), and EnLink Midstream Partners, LP, a Delaware limited partnership (the Partnership). GIP, Parent, Acacia, EMI, and the Partnership are referred to herein individually as a Party and collectively as the Parties.

STOCK AND ASSET PURCHASE AGREEMENT by and Between JACOBS ENGINEERING GROUP INC. And WORLEYPARSONS LTD. Dated as of October 21, 2018 (October 22nd, 2018)
Crosstex Energy, L.P. – Support Agreement (October 22nd, 2018)

This SUPPORT AGREEMENT (this Agreement), dated as of October 21, 2018, is made and entered into by and among GIP III Stetson I, L.P., a Delaware limited partnership (GIP), EnLink Midstream, LLC, a Delaware limited liability company (Parent), Acacia Natural Gas Corp I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Acacia), EnLink Midstream, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (EMI and, together with GIP, Acacia, and EMI, the Unitholders), and EnLink Midstream Partners, LP, a Delaware limited partnership (the Partnership). GIP, Parent, Acacia, EMI, and the Partnership are referred to herein individually as a Party and collectively as the Parties.

Crosstex Energy, L.P. – 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, 2018 (October 22nd, 2018)

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.

Valero Energy Partners Lp – Support Agreement (October 18th, 2018)