Baker Botts Sample Contracts

Ennis – Table of Contents (October 5th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of July 16, 2018, by and among Ennis, Inc., a Texas corporation ("Parent"), Cascadia Merger Sub, Inc., an Oregon corporation ("Merger Sub"), Cascadia Merger Sub II LLC, an Oregon limited liability company ("LLC Sub"), Wright Business Forms, Inc., an Oregon corporation (the "Company"), solely for the limited purposes set forth in Section 12.17, NCF Corporation, a Florida corporation, as the sole trustee for the NCF Charitable Trust (the "Charitable Seller), each of the other shareholders of the Company listed on the signature pages hereto (together with the Charitable Seller, individually, a "Seller", and collectively, the "Sellers"), and James T. Wright, an individual resident of the state of Oregon, in his capacity as (i) representative of the Sellers and (ii) purchaser representative for the Non-Accredited Investor Sellers for purposes of Regulation D under the Securities Act.

Dcp Midstream Partners Lp – DCP MIDSTREAM, LP 4,000,000 7.95% Series C Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (October 4th, 2018)
Nrg Yield Llc – Clearway Energy Operating Llc and Each of the Guarantors Party Hereto 5.750% Senior Notes Due 2025 (October 2nd, 2018)

INDENTURE dated as of October 1, 2018 among Clearway Energy Operating LLC, a Delaware limited liability company, the Guarantors (as defined herein) and Delaware Trust Company, as trustee (the Trustee).

EnVen Energy Corp – Registration Rights Agreement (October 2nd, 2018)
Nrg Yield Inc. – Clearway Energy Operating Llc and Each of the Guarantors Party Hereto 5.750% Senior Notes Due 2025 (October 2nd, 2018)

INDENTURE dated as of October 1, 2018 among Clearway Energy Operating LLC, a Delaware limited liability company, the Guarantors (as defined herein) and Delaware Trust Company, as trustee (the Trustee).

7.00% SERIES B MANDATORY CONVERTIBLE PREFERRED STOCK OF CENTERPOINT ENERGY, INC. DEPOSIT AGREEMENT Among CENTERPOINT ENERGY, INC., BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of October 1, 2018 (October 1st, 2018)
Kimbell Royalty Partners, LP – Kimbell Royalty Partners, LP 3,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (September 28th, 2018)

Kimbell Royalty Partners, LP, a Delaware limited partnership (the Partnership), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the Underwriters), an aggregate of 3,000,000 common units representing limited partner interests in the Partnership (Common Units). The aggregate of 3,000,000 Common Units to be purchased from the Partnership are called the Firm Units. In addition, the Partnership has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 450,000 Common Units (the Additional Units). The Firm Units and the Additional Units are collectively referred to in this Agreement as the Units. Credit Suisse Securities (USA) LLC (Credit Suisse) and UBS Securities LLC (UBS) are acting as the representatives of the several Underwriters and in such capacity is referred to in this Agreement as the Representatives.

Tallgrass Energy GP, LP – TALLGRASS ENERGY PARTNERS, LP, TALLGRASS ENERGY FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 4.75% SENIOR NOTES DUE 2023 INDENTURE Dated as of September 26, 2018 U.S. BANK NATIONAL ASSOCIATION, as Trustee (September 26th, 2018)
Kimbell Royalty Partners, LP – EXCHANGE AGREEMENT BY AND AMONG KIMBELL ROYALTY PARTNERS, LP KIMBELL ROYALTY GP, LLC KIMBELL ROYALTY OPERATING, LLC KIMBELL ART FOUNDATION HAYMAKER MINERALS & ROYALTIES, LLC EIGF AGGREGATOR III LLC TE DRILLING AGGREGATOR LLC AND HAYMAKER MANAGEMENT, LLC Dated as of September 23, 2018 (September 25th, 2018)

This EXCHANGE AGREEMENT (this Agreement), dated as of September 23, 2018, is by and among (i) Kimbell Royalty Partners, LP, a Delaware limited partnership (the Partnership); (ii) Kimbell Royalty GP, LLC, a Delaware limited liability company (the General Partner); (iii) Kimbell Royalty Operating, LLC, a Delaware limited liability company (the Operating Company); (iv) the Kimbell Art Foundation, a Texas non-profit corporation; (v) Haymaker Minerals & Royalties, LLC, a Delaware limited liability company; (vi) EIGF Aggregator III LLC, a Delaware limited liability company; (vii) TE Drilling Aggregator LLC, a Delaware limited liability company; and (viii) Haymaker Management, LLC, a Texas limited liability company (each of (iv)-(viii), a Participating Holder, and together, the Participating Holders). The above-named entities are sometimes referred to in this Agreement as a Party and collectively as the Parties.

Transaction Support Agreement (September 25th, 2018)

This Transaction Support Agreement (together with the exhibits and schedules attached hereto, which include, without limitation, the Term Sheet (as defined below)(1), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this Agreement), dated as of September 24, 2018, is entered into by and among: (i) Ascent Capital Group, Inc. (Ascent) and Monitronics International, Inc. (Monitronics); and (ii) the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) (each, a Noteholder) of the 9.125% Senior Notes due 2020 (the Notes) issued pursuant to that certain Indenture dated as of March 23, 2012 (as amended, restated, modified, supplemented, or replaced from time to time in accordance with the terms thereof, the Notes Indenture), by and among Monitronics, the guarantors named thereunder, and U.S. Bank National Association, as trustee, that are (and any Noteholder that may

Transaction Support Agreement (September 25th, 2018)

This Transaction Support Agreement (together with the exhibits and schedules attached hereto, which include, without limitation, the Term Sheet (as defined below)(1), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this Agreement), dated as of September 24, 2018, is entered into by and among: (i) Ascent Capital Group, Inc. (Ascent) and Monitronics International, Inc. (Monitronics); and (ii) the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) (each, a Noteholder) of the 9.125% Senior Notes due 2020 (the Notes) issued pursuant to that certain Indenture dated as of March 23, 2012 (as amended, restated, modified, supplemented, or replaced from time to time in accordance with the terms thereof, the Notes Indenture), by and among Monitronics, the guarantors named thereunder, and U.S. Bank National Association, as trustee, that are (and any Noteholder that may

Third Amended and Restated Credit Agreement (September 13th, 2018)

THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 13, 2018 (as amended from time to time, this "Agreement"), among EL PASO ELECTRIC COMPANY, a Texas corporation ("El Paso"), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association with trust powers, not in its individual capacity, but solely in its capacity as successor trustee of the Rio Grande Resources Trust II (said trustee being the successor to JPMorgan Chase Bank, N.A., formerly known as JPMorgan Chase Bank, successor by merger to The Chase Manhattan Bank, successor by merger to Chase Bank of Texas, National Association, successor by change of name to Texas Commerce Bank National Association, as trustee of the Rio Grande Resources Trust II) (in such capacity, including any successor thereto, the "Trustee"; each of El Paso and the Trustee is referred to individually herein as a "Borrower" and collectively as the "Borrowers"), the Lenders (as defined in Article I) named herein and from time

Amended and Restated Credit Agreement Dated as of September 12, 2018 Among Chesapeake Energy Corporation, as the Borrower, the Several Lenders From Time to Time Parties Hereto, Mufg Union Bank, N.A., as the Administrative Agent, a Swingline Lender and a Letter of Credit Issuer, Jpmorgan Chase Bank, N.A. And Wells Fargo Bank, National Association, as Co-Syndication Agents, Swingline Lenders and Letter of Credit Issuers, and Bank of America, N.A.; Bmo Harris Bank N.A.; Citicorp North America, Inc.; Credit Agricole Corporate and Investment Bank; Mizuho Bank, Ltd., and Royal Bank of Canada, as Let (September 12th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 12, 2018, is among CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (together with its permitted successors, the "Borrower"), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a "Lender" and, collectively, the "Lenders"), MUFG UNION BANK, N.A., as Administrative Agent, and each Swingline Lender and Letter of Credit Issuer from time to time party hereto.

Nrg Yield Inc. – 364-Day BRIDGE CREDIT AGREEMENT Dated as of August 31, 2018 Among NRG YIELD OPERATING LLC, as the Borrower, NRG YIELD LLC, as Holdings, ROYAL BANK OF CANADA, as Administrative Agent, and the Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, RBC CAPITAL MARKETS and CITIBANK, N.A. As Lead Arrangers and Joint Book Runners (September 5th, 2018)

This 364-DAY BRIDGE CREDIT AGREEMENT (Agreement) is entered into as of August 31, 2018, among NRG Yield Operating LLC, a Delaware limited liability company (the Borrower), NRG Yield LLC, a Delaware limited liability company (Holdings), each other Guarantor (as defined herein) from time to time party hereto, each Lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and ROYAL BANK OF CANADA, as Administrative Agent.

Cactus, Inc. – CREDIT AGREEMENT DATED AS OF August 21, 2018 AMONG CACTUS WELLHEAD, LLC, AS BORROWER, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AN ISSUING BANK AND SWINGLINE LENDER (August 24th, 2018)

CREDIT AGREEMENT dated as of August 21, 2018 (as it may be amended or modified from time to time, this "Agreement") among CACTUS WELLHEAD, LLC, a Delaware limited liability company, as borrower (the "Borrower"), the other Loan Parties party hereto from time to time, the Lenders party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"), as an Issuing Bank and as Swingline Lender.

GLOBAL PARTNERS LP 2,400,000 9.75% Series a Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (August 2nd, 2018)

This is to confirm the agreement by and among the Partnership, Global GP LLC, a Delaware limited liability company (the General Partner), and Global Operating LLC, a Delaware limited liability company (Global Operating and, together with the Partnership and the General Partner, the Partnership Parties), on the one hand, and the Underwriters, on the other hand, concerning the purchase of the Units from the Partnership by the Underwriters. Global Companies LLC, a Delaware limited liability company (Global Companies), Global Montello Group Corp., a Delaware corporation (Global Montello), Global Partners Energy

CREDIT AGREEMENT Dated as of July 24, 2018 Among WESTLAKE CHEMICAL CORPORATION, the Lenders Party Hereto the Issuing Banks Party Hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent. JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Sole Bookrunner and Sole Lead Arranger, BANK OF AMERICA, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents. (July 26th, 2018)

CREDIT AGREEMENT dated as of July 24, 2018 among WESTLAKE CHEMICAL CORPORATION, the LENDERS party hereto from time to time, the Issuing Banks from time to time party hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.

Hi-Crush Partners LP – PURCHASE AND SALE AGREEMENT BY AND AMONG HI-CRUSH CANADA INC., HI-CRUSH CANADA DISTRIBUTION CORP., AND FOR THE LIMITED PURPOSES SET FORTH IN SECTION 9.15, HI- CRUSH PARTNERS LP, AND FB INDUSTRIES INC., 6446508 MANITOBA INC., THE HENRY AND GLORIA FRIESEN FAMILY TRUST (2013), TYLER FRIESEN, MAVIS DOELL, TRACY FRIESEN, HENRY FRIESEN, GLORIA FRIESEN and JONATHAN DOELL, AND JONATHAN DOELL, IN HIS CAPACITY AS SELLERS REPRESENTATIVE DATED AS OF JULY 19, 2018 (July 23rd, 2018)

THIS PURCHASE AND SALE AGREEMENT, dated as of July 19, 2018 (this Agreement), is entered into by and among Hi-Crush Canada Inc., a Delaware corporation (US Purchaser), Hi-Crush Canada Distribution Corp., a British Columbia corporation (Canadian Purchaser, and together with US Purchaser, the Purchasers), and for the limited purposes set forth in Section 9.15, Hi-Crush Partners LP, a Delaware limited partnership (Hi-Crush), on the one hand, and FB Industries Inc., a Manitoba corporation (FB), 6446508 Manitoba Inc., a Manitoba corporation (644, and together with FB, the Companies and each, a Company), The Henry and Gloria Friesen Family Trust (2013), Tyler Friesen, Mavis Doell, Tracy Friesen, Henry Friesen, Gloria Friesen and Jonathan Doell (the Sellers and each, a Seller, and together with the Companies, the Seller Parties and each, a Seller Party), and Jonathan Doell, solely in his capacity as the representative of the Sellers (the Sellers Representative), on the other hand.

Kimbell Royalty Partners, LP – Amendment No. 1 to Credit Agreement (July 18th, 2018)

THIS CREDIT AGREEMENT is dated as of January 11, 2017, as amended through July 12, 2018, among KIMBELL ROYALTY PARTNERS, LP, a Delaware limited partnership (the Borrower), FROST BANK and each of the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a Lender and, collectively, the Lenders), and FROST BANK, as administrative agent for the Lenders (the Administrative Agent).

Kimbell Royalty Partners, LP – Voting Agreement (July 18th, 2018)

THIS VOTING AGREEMENT (this Agreement), dated as of July 12, 2018 (the Effective Date), is among Kimbell Royalty Partners, LP, a Delaware limited partnership (Buyer), EIGF Aggregator III LLC, a Delaware limited liability company (EIGF), TE Drilling Aggregator LLC, a Delaware limited liability company (TE Drilling), and Haymaker Management, LLC, a Texas limited liability company (together with EIGF and TE Drilling, the Seller Holders). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Kimbell Royalty Partners, LP – Transition Services Agreement (July 18th, 2018)

This Transition Services Agreement (this Agreement), dated as of July 12, 2018 (the Effective Date), is by and between Haymaker Services, LLC, a Delaware limited liability company (the Service Provider), and Kimbell Royalty Partners, LP, a Delaware limited partnership (Buyer). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Kimbell Royalty Partners, LP – Registration Rights Agreement (July 18th, 2018)

This REGISTRATION RIGHTS AGREEMENT, dated as of July 12, 2018 (this Agreement), is by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the Partnership), and the holders of common units representing limited partner interests in the Partnership (the Common Units) listed on the signature page hereof.

Kimbell Royalty Partners, LP – Voting Agreement (July 18th, 2018)

THIS VOTING AGREEMENT (this Agreement), dated as of July 12, 2018 (the Effective Date), is among Kimbell Royalty Partners, LP, a Delaware limited partnership (Buyer) and Haymaker Minerals & Royalties, LLC, a Delaware limited liability company (the Seller Holder). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Cactus, Inc. – Cactus, Inc. 10,000,000 Shares Class a Common Stock ($0.01 Par Value) Underwriting Agreement (July 16th, 2018)

Cactus, Inc., a corporation organized under the laws of Delaware (the Company), proposes to sell to the several underwriters named in Schedule I hereto (the Underwriters), for whom you (the Representatives) are acting as representatives, 10,000,000 shares of Class A common stock, $0.01 par value (Class A Common Stock), of the Company (said shares to be issued and sold by the Company being hereinafter called the Underwritten Securities). The Company also proposes to grant to the Underwriters an option to purchase up to 1,500,000 additional shares of Class A Common Stock solely to cover over-allotments, if any (the Option Securities; the Option Securities, together with the Underwritten Securities, being hereinafter called the Securities). The use of the neuter in this underwriting agreement (this Agreement) shall include the feminine and masculine wherever appropriate.

Cactus, Inc. – Class a Common Stock ($0.01 Par Value) Underwriting Agreement (July 9th, 2018)

Cactus, Inc., a corporation organized under the laws of Delaware (the Company), proposes to sell to the several underwriters named in Schedule I hereto (the Underwriters), for whom you (the Representatives) are acting as representatives, [*] shares of Class A common stock, $0.01 par value (Class A Common Stock), of the Company (said shares to be issued and sold by the Company being hereinafter called the Underwritten Securities). The Company also proposes to grant to the Underwriters an option to purchase up to [*] additional shares of Class A Common Stock solely to cover over-allotments, if any (the Option Securities; the Option Securities, together with the Underwritten Securities, being hereinafter called the Securities). The use of the neuter in this underwriting agreement (this Agreement) shall include the feminine and masculine wherever appropriate.

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (July 3rd, 2018)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") OF MOUNTAIN VALLEY PIPELINE, LLC, dated as of April 6, 2018 (the "Effective Date"), is adopted and agreed to by Mountain Valley Pipeline, LLC, a Delaware limited liability company (the "Company"), MVP Holdco, LLC, a Delaware limited liability company ("EQT"), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company ("USG"), VED NPI IV, LLC, a Delaware limited liability company ("Vega Carryco"), WGL Midstream, Inc., a Delaware corporation ("WGL"), RGC Midstream, LLC, a Virginia limited liability company ("Roanoke"), and Con Edison Gas Pipeline and Storage, LLC, a New York limited liability company ("Con Edison"), and each Person from time to time admitted to the Company as a Member in accordance with the terms hereof.

LGI HOMES, INC. $300,000,000 6.875% Senior Notes Due 2026 PURCHASE AGREEMENT (June 29th, 2018)
Senior Notes 4.22% Senior Notes, Due August 15, 2028 NOTE PURCHASE AGREEMENT (June 29th, 2018)

The Company has authorized the issue and sale of $125,000,000 aggregate principal amount of its 4.22% Senior Notes, due August 15, 2028 (the "Notes", such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by such Purchasers of such Notes and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Senior Guaranteed Notes 4.07% Senior Guaranteed Notes, Due August 15, 2025 NOTE PURCHASE AGREEMENT (June 29th, 2018)

EL PASO ELECTRIC COMPANY, a Texas corporation (the "Company"), agrees with each of the Purchasers, and will instruct The Bank of New York Mellon Trust Company, N.A., not in its individual capacity, but solely in its capacity as trustee of the Rio Grande Resources Trust II (as successor to JPMorgan Chase Bank, N.A., in such capacity, the "Trustee") to cause the RIO GRANDE RESOURCES TRUST II (the "Issuer") to agree with each of the Purchasers as follows:

Linn Energy – Second Amendment to Credit Agreement (June 28th, 2018)

THIS CREDIT AGREEMENT dated as of August 4, 2017, is among Linn Energy Holdco II LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the Borrower); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (Parent); Holdings (as defined below); MidCo (as defined below); each of the Lenders from time to time party hereto; Royal Bank of Canada (in its individual capacity, RBC), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent); Citibank, N.A., as syndication agent for the Lenders (the Syndication Agent) and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and PNC Bank National Association, as co-documentation agents for the Lenders (collectively, the Documentation Agents).

CREDIT AGREEMENT Dated as of June 22, 2018, Among TRANSOCEAN INC., as Borrower, THE LENDERS PARTIES HERETO, CITIBANK, N.A., as Administrative Agent, CITIBANK, N.A., as Collateral Agent, WELLS FARGO SECURITIES, LLC, as Syndication Agent, and GOLDMAN SACHS BANK USA and DNB BANK ASA, NEW YORK BRANCH, (June 27th, 2018)

THIS CREDIT AGREEMENT, dated as of June 22, 2018, among TRANSOCEAN INC., a Cayman Islands exempted company, as the borrower, the Lenders from time to time parties hereto, the Issuing Banks from time to time parties hereto, CITIBANK, N.A., as administrative agent for the Lenders (the "Administrative Agent"), CITIBANK, N.A., acting through its Agency & Trust Division, as collateral agent for the Issuing Banks and the Lenders (the Collateral Agent"), WELLS FARGO SECURITIES, LLC, as syndication agent for the Lenders (in such capacity, the "Syndication Agent"), and GOLDMAN SACHS BANK USA and DNB BANK ASA, NEW YORK BRANCH, as co-documentation agents for the Lenders (in such capacities, collectively the "Co-Documentation Agents").

Riviera Resources, LLC – Second Amendment to Credit Agreement (June 27th, 2018)

THIS CREDIT AGREEMENT dated as of August 4, 2017, is among Linn Energy Holdco II LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the Borrower); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (Parent); Holdings (as defined below); MidCo (as defined below); each of the Lenders from time to time party hereto; Royal Bank of Canada (in its individual capacity, RBC), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent); Citibank, N.A., as syndication agent for the Lenders (the Syndication Agent) and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and PNC Bank National Association, as co-documentation agents for the Lenders (collectively, the Documentation Agents).

Riviera Resources, LLC – Credit Agreement Dated as of August 4, 2017, Among Linn Energy Holdco Ii Llc, as Borrower, Linn Energy Holdco Llc, as Parent, Linn Energy, Inc., as Holdings Royal Bank of Canada, as Administrative Agent, Citibank, N.A., as Syndication Agent, Barclays Bank Plc Jpmorgan Chase Bank, N.A. Morgan Stanley Senior Funding, Inc., and Pnc Bank National Association, as Co-Documentation Agents and the Lenders Party Hereto From Time to Time Joint Lead Arrangers and Joint Book Runners Rbc Capital Markets Citigroup Global Markets, Inc. (June 27th, 2018)

THIS CREDIT AGREEMENT dated as of August 4, 2017, is among Linn Energy Holdco II LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the Borrower); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (Parent); Linn Energy, Inc., a corporation duly formed and existing under the laws of the State of Delaware (Holdings); each of the Lenders from time to time party hereto; Royal Bank of Canada (in its individual capacity, RBC), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent); Citibank, N.A., as syndication agent for the Lenders (the Syndication Agent) and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and PNC Bank National Association, as co-documentation agents for the Lenders (collectively, the Documentation Agents).

Eqt Midstream Partners Lp – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (June 18th, 2018)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) OF MOUNTAIN VALLEY PIPELINE, LLC, dated as of April 6, 2018 (the Effective Date), is adopted and agreed to by Mountain Valley Pipeline, LLC, a Delaware limited liability company (the Company), MVP Holdco, LLC, a Delaware limited liability company (EQT), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company (USG), VED NPI IV, LLC, a Delaware limited liability company (Vega Carryco), WGL Midstream, Inc., a Delaware corporation (WGL), RGC Midstream, LLC, a Virginia limited liability company (Roanoke), and Con Edison Gas Pipeline and Storage, LLC, a New York limited liability company (Con Edison), and each Person from time to time admitted to the Company as a Member in accordance with the terms hereof.

EQT GP Holdings, LP – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (June 18th, 2018)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) OF MOUNTAIN VALLEY PIPELINE, LLC, dated as of April 6, 2018 (the Effective Date), is adopted and agreed to by Mountain Valley Pipeline, LLC, a Delaware limited liability company (the Company), MVP Holdco, LLC, a Delaware limited liability company (EQT), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company (USG), VED NPI IV, LLC, a Delaware limited liability company (Vega Carryco), WGL Midstream, Inc., a Delaware corporation (WGL), RGC Midstream, LLC, a Virginia limited liability company (Roanoke), and Con Edison Gas Pipeline and Storage, LLC, a New York limited liability company (Con Edison), and each Person from time to time admitted to the Company as a Member in accordance with the terms hereof.