Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed ...
Use
these
links
to
rapidly
review
the
document
TABLE
OF
CONTENTS
TABLE
OF
CONTENTS
2
TABLE
OF
CONTENTS
TABLE
OF
CONTENTS
TABLE
OF
CONTENTS
Table
of
Contents
Filed
Pursuant
to
Rule
424(b)(3)
Registration
File
No.
333-228278
1722
ROUTH
ST.,
SUITE
1300,
DALLAS,
TEXAS
75201
MERGER
PROPOSAL--YOUR
VOTE
IS
VERY
IMPORTANT
Dear
EnLink
Midstream
Partners,
LP
Unitholders:
On
October
21,
2018,
EnLink
Midstream,
LLC
("ENLC"),
EnLink
Midstream
Manager,
LLC,
the
managing
member
of
ENLC
("EMM"),
NOLA
Merger
Sub,
LLC,
a
wholly-owned
subsidiary
of
ENLC ("Merger
Sub"),
EnLink
Midstream
Partners,
LP
("ENLK"),
and
EnLink
Midstream
GP,
LLC,
the
general
partner
of
ENLK
("EGP"),
entered
into
an
Agreement
and
Plan
of
Merger
(the
"Merger
Agreement"). Pursuant
to
the
Merger
Agreement,
subject
to
the
satisfaction
or
waiver
of
certain
conditions
in
the
Merger
Agreement,
Merger
Sub
will
merge
with
and
into
ENLK
(the
"Merger"),
with
ENLK
surviving
the Merger
as
a
subsidiary
of
ENLC.
At
the
effective
time
of
the
Merger
(the
"Effective
Time"),
each
issued
and
outstanding
common
unit
representing
a
limited
partner
interest
in
ENLK
(collectively,
the
"ENLK Common
Units")
other
than
any
ENLK
Common
Units
held
directly
or
indirectly
by
ENLC
and
its
subsidiaries
(collectively,
the
"ENLK
Public
Units")
will
be
converted
into
the
right
to
receive
1.15
(the "Exchange
Ratio")
common
units
representing
limited
liability
company
interests
in
ENLC
(collectively,
the
"ENLC
Common
Units,"
and
such
consideration,
the
"Merger
Consideration").
No
fractional
ENLC Common
Units
will
be
issued
in
the
Merger.
All
fractional
ENLC
Common
Units
that
a
holder
of
ENLK
Common
Units
(an
"ENLK
Common
Unitholder")
would
otherwise
be
entitled
to
receive
as
merger consideration
(after
taking
into
account
all
ENLK
Common
Units
held
by
such
ENLK
Common
Unitholder)
will
be
aggregated
and
then,
if
a
fractional
ENLC
Common
Unit
results
from
that
aggregation,
be rounded
up
to
the
nearest
whole
ENLC
Common
Unit.
Pursuant
to
the
Merger
Agreement,
ENLK
will
hold
a
special
meeting
of
the
ENLK
Common
Unitholders
and
the
holder(s)
of
the
Series
B
Cumulative
Convertible
Preferred
Units
representing
limited partner
interests
in
ENLK
(the
"ENLK
Series
B
Units")
(such
holder(s),
collectively,
the
"ENLK
Series
B
Unitholders,"
and
together
with
the
ENLK
Common
Unitholders,
the
"ENLK
Voting
Unitholders")
in connection
with
the
proposed
Merger
Agreement.
At
the
special
meeting
of
the
ENLK
Voting
Unitholders
(the
"ENLK
Unitholder
Meeting"),
the
ENLK
Voting
Unitholders
will
be
asked
to
(i)
vote
on
the proposal
to
approve
the
Merger
Agreement
(the
"ENLK
Merger
Proposal")
and
(ii)
approve
the
adjournment
of
the
ENLK
Unitholder
Meeting
to
a
later
date
or
dates,
if
necessary
or
appropriate,
to
solicit additional
proxies
in
the
event
there
are
not
sufficient
votes
at
the
time
of
the
ENLK
Unitholder
Meeting
to
approve
the
ENLK
Merger
Proposal
(the
"ENLK
Adjournment
Proposal").
Approval
of
the
ENLK Merger
Proposal
requires
the
affirmative
vote
of
holders
of
at
least
a
majority
of
the
ENLK
Common
Units
and
ENLK
Series
B
Units
(collectively,
the
"ENLK
Voting
Units")
issued
and
outstanding
and
entitled to
vote
on
the
approval
of
the
ENLK
Merger
Proposal,
voting
together
as
a
single
class.
Concurrently
with
the
execution
of
the
Merger
Agreement,
ENLK
entered
into
(i)
a
Support
Agreement,
among
GIP
III Stetson
I,
L.P.
("GIP
Stetson
I"),
ENLC,
Acacia
Natural
Gas
Corp
I,
Inc.,
a
wholly-owned
subsidiary
of
ENLC
("Acacia"),
EnLink
Midstream,
Inc.,
a
wholly-owned
subsidiary
of
ENLC
("EMI,"
and
together
with GIP
Stetson
I
and
Acacia,
the
"Supporting
Common
Unitholders"),
and
ENLK,
pursuant
to
which
GIP
Stetson
I,
Acacia,
and
EMI,
the
Supporting
Common
Unitholders,
agreed,
among
other
things,
to
vote
their ENLK
Common
Units
in
favor
of
the
approval
of
the
ENLK
Merger
Proposal,
and
(ii)
a
Support
Agreement,
among
Enfield
Holdings,
L.P.,
the
record
holder
of
all
of
the
ENLK
Series
B
Units
("Enfield,"
and together
with
the
Supporting
Common
Unitholders,
the
"Supporting
Voting
Unitholders"),
TPG
VII
Management,
LLC,
WSEP
Egypt
Holdings,
LP,
WSIP
Egypt
Holdings,
LP,
and
ENLK,
pursuant
to
which Enfield
agreed,
among
other
things,
to
vote
its
ENLK
Series
B
Units
in
favor
of
the
approval
of
the
ENLK
Merger
Proposal.
The
Supporting
Voting
Unitholders
collectively
own
ENLK
Voting
Units
representing approximately
58.8%
of
the
outstanding
ENLK
Voting
Units.
As
a
result,
the
affirmative
vote
by
the
Supporting
Voting
Unitholders
will
be
sufficient
to
approve
the
ENLK
Merger
Proposal
and,
if necessary,
the
ENLK
Adjournment
Proposal.
If
a
quorum
is
present
at
the
ENLK
Unitholder
Meeting,
the
ENLK
Adjournment
Proposal
requires
approval
by
the
affirmative
vote
of
holders
of
a
majority
of
the
ENLK
Voting
Units
issued
and outstanding
and
entitled
to
vote.
If
a
quorum
is
not
present,
the
ENLK
Adjournment
Proposal
requires
approval
by
the
affirmative
vote
of
holders
of
a
majority
of
the
outstanding
ENLK
Voting
Units
represented either
in
person
or
by
proxy
at
the
ENLK
Unitholder
Meeting.
On
October
21,
2018,
the
Conflicts
Committee
(the
"ENLK
Conflicts
Committee")
of
the
Board
of
Directors
of
EGP
(the
"ENLK
Board")
unanimously
determined
that
the
Merger
Agreement
and
the transactions
contemplated
thereby
and
by
the
other
documents
contemplated
by
the
Merger
Agreement
(collectively
with
the
Merger
Agreement,
the
"Transaction
Documents"),
including
the
Merger
(collectively, the
"Transactions"),
are
fair
and
reasonable
to,
and
in
the
best
interest
of,
ENLK
and
the
holders
of
ENLK
Common
Units
other
than
EGP,
ENLC,
GIP
Stetson
I,
and
their
respective
affiliates
(the
"ENLK Unaffiliated
Unitholders"),
and
unanimously
approved
the
Merger
Agreement,
the
other
Transaction
Documents,
and
the
Transactions,
including
the
Merger,
which
approval
constituted
"Special
Approval"
under the
Ninth
Amended
and
Restated
Agreement
of
Limited
Partnership
of
ENLK,
dated
as
of
September
21,
2017,
as
amended.
The
ENLK
Conflicts
Committee
also
recommended
that
the
ENLK
Board
approve
the Merger
Agreement,
the
Transaction
Documents,
and
the
Transactions,
including
the
Merger,
and
resolved,
and
recommended
that
the
ENLK
Board
resolve,
to
recommend
that
the
ENLK
Voting
Unitholders approve
the
Merger
Agreement.
On
October
21,
2018,
the
ENLK
Board,
acting
upon
the
recommendation
of
the
ENLK
Conflicts
Committee,
unanimously
(i)
determined
that
the
Merger
Agreement,
the
other Transaction
Documents,
and
the
Transactions,
including
the
Merger,
are
in
the
best
interest
of
ENLK
and
the
ENLK
Unaffiliated
Unitholders,
(ii)
approved
the
Merger
Agreement,
the
other
Transaction Documents,
and
the
Transactions,
and
directed
that
the
Merger
Agreement
be
submitted
to
a
vote
of
the
ENLK
Voting
Unitholders,
and
(iii)
determined
to
recommend
that
the
ENLK
Voting
Unitholders
approve the
Merger
Agreement.
On
October
21,
2018,
the
Conflicts
Committee
(the
"ENLC
Conflicts
Committee")
of
the
Board
of
Directors
of
EMM
(the
"ENLC
Board")
unanimously
determined
that
the
Merger
Agreement,
the
other Transaction
Documents,
and
the
Transactions
are
fair
to,
and
in
the
best
interest
of,
ENLC
and
the
holders
of
ENLC
Common
Units
other
than
GIP
III
Stetson
II,
L.P.
("GIP
Stetson
II")
and
its
affiliates,
and unanimously
approved
the
Merger
Agreement,
the
other
Transaction
Documents,
and
the
Transactions,
including
the
Merger,
the
issuance
by
ENLC
of
ENLC
Common
Units
as
Merger
Consideration
(the
"ENLC Merger
Issuance"),
the
issuance
by
ENLC
of
a
new
class
of
limited
liability
company
interests
pursuant
to
the
Transaction
Documents
(the
"ENLC
Class
C
Issuance"),
and
the
issuance
by
ENLC
of
ENLC Common
Units
upon
exchange
of
ENLK
Series
B
Units
pursuant
to
the
Transaction
Documents
(the
"ENLC
Exchange
Issuance"
and,
together
with
the
ENLC
Merger
Issuance
and
the
ENLC
Class
C
Issuance,
the "ENLC
Unit
Issuance"),
which
approval
constituted
"Special
Approval"
under
the
First
Amended
and
Restated
Operating
Agreement
of
ENLC,
dated
as
of
March
7,
2014
(the
"ENLC
Operating
Agreement").
The ENLC
Conflicts
Committee
also
recommended
that
the
ENLC
Board
approve
the
Merger
Agreement,
the
Transaction
Documents,
and
the
Transactions,
including
the
ENLC
Unit
Issuance,
and
determined
to recommend
that
the
holders
of
ENLC
Common
Units
approve
the
ENLC
Unit
Issuance.
On
October
21,
2018,
the
ENLC
Board,
acting
upon
the
recommendation
of
the
ENLC
Conflicts
Committee,
unanimously (i)
determined
that
the
Merger
Agreement,
the
other
Transaction
Documents,
and
the
Transactions,
including
the
ENLC
Common
Unit
Issuance,
are
in
the
best
interest
of
ENLC
and
the
holders
of
ENLC
Common Units,
(ii)
approved
the
Merger
Agreement,
the
other
Transaction
Documents,
and
the
Transactions,
(iii)
authorized,
pursuant
to
the
ENLC
Operating
Agreement,
GIP
Stetson
II,
as
the
holder
of
the
majority
of
the outstanding
ENLC
Common
Units,
to
act
by
written
consent
with
respect
to
its
approval
of
the
ENLC
Unit
Issuance,
(iv)
directed
that
the
ENLC
Unit
Issuance
be
submitted
for
approval
by
GIP
Stetson
II,
in
its capacity
as
the
holder
of
a
majority
of
the
outstanding
ENLC
Common
Units
(the
"ENLC
Majority
Holder"),
and
(v)
determined
to
recommend
that
the
ENLC
Majority
Holder
approve
the
ENLC
Unit
Issuance. Concurrently
with
the
execution
of
the
Merger
Agreement,
the
ENLC
Majority
Holder
approved
the
ENLC
Unit
Issuance
by
written
consent
(the
"ENLC
Written
Consent").
The
ENLC
Written
Consent constitutes
the
requisite
approval
of
the
holders
of
ENLC
Common
Units
under
Rule
312.03(c)
of
the
Listed
Company
Manual
of
the
New
York
Stock
Exchange
(the
"NYSE")
to
approve
the
ENLC Unit
Issuance.
We
cannot
complete
the
Merger
unless
the
ENLK
Voting
Unitholders
approve
the
ENLK
Merger
Proposal.
Accordingly,
your
vote
is
very
important
regardless
of
the
number
of
ENLK Common
Units
and/or
ENLK
Series
B
Units
you
own.
Voting
instructions
are
set
forth
inside
this
joint
information
statement/proxy
statement/prospectus.
The
ENLK
Conflicts
Committee
and
the
ENLK
Board
each
recommend
that
the
ENLK
Voting
Unitholders
vote
"FOR"
the
ENLK
Merger
Proposal.
The
ENLK
Board
recommends
that
the ENLK
Voting
Unitholders
vote
"FOR"
the
ENLK
Adjournment
Proposal.
ENLK
Voting
Unitholders
should
be
aware
that
some
of
EGP's
directors
and
executive
officers
may
have
interests
in
the
Merger that
are
different
from,
or
in
addition
to,
the
interests
they
may
have
as
ENLK
Voting
Unitholders.
See
"Certain
Relationships;
Interests
of
Certain
Persons
in
the
Merger."
This
joint
information
statement/proxy
statement/prospectus
provides
you
with
detailed
information
about
the
proposed
Transactions
and
related
matters.
ENLK
encourages
you
to
read
the
entire document
carefully.
In
particular,
please
read
"Risk
Factors"
beginning
on
page
21
of
this
joint
information
statement/proxy
statement/prospectus
for
a
discussion
of
risks
relevant
to
the
Transactions and
ENLC's
business
following
the
Transactions.
The
Exchange
Ratio
is
fixed
and
will
not
be
adjusted
on
account
of
any
change
in
price
of
either
the
ENLC
Common
Units
or
ENLK
Common
Units
prior
to
completion
of
the
Merger.
Upon
the
closing of
the
Merger,
it
is
estimated
that
former
ENLK
Common
Unitholders
and
current
ENLC
Unitholders
will
own
approximately
62.7%
and
37.3%,
respectively,
of
the
ENLC
Common
Units.
The
ENLC
Common
Units
are
listed
on
the
NYSE
under
the
symbol
"ENLC,"
and
the
ENLK
Common
Units
are
listed
on
the
NYSE
under
the
symbol
"ENLK."
The
last
reported
sale
price
of
the
ENLC Common
Units
on
the
NYSE
on
December
7,
2018
was
$11.53
per
unit.
The
last
reported
sale
price
of
the
ENLK
Common
Units
on
the
NYSE
on
December
7,
2018
was
$13.34
per
unit.
Michael
J.
Garberding
President
and
Chief
Executive
Officer
EnLink
Midstream
GP,
LLC
Neither
the
Securities
and
Exchange
Commission
nor
any
state
securities
commission
has
approved
or
disapproved
of
the
securities
to
be
issued
under
the
joint
information
statement/proxy statement/prospectus
or
has
determined
if
this
document
is
truthful
or
complete.
Any
representation
to
the
contrary
is
a
criminal
offense.
All
information
in
this
document
concerning
ENLC
has
been
furnished
by
ENLC.
All
information
in
this
document
concerning
ENLK
has
been
furnished
by
ENLK.
ENLC
has
represented
to
ENLK,
and ENLK
has
represented
to
ENLC,
that
the
information
furnished
by
and
concerning
it
is
true
and
correct
in
all
material
respects.
The
joint
information
statement/proxy
statement/prospectus
is
dated
December
10,
2018
and
is
first
being
mailed
or
otherwise
delivered
to
the
ENLK
Voting
Unitholders
on
or
about
December
10,
2018.
Table
of
Contents
Dallas,
Texas
December
10,
2018
Notice
of
Special
Meeting
of
Unitholders
To
Be
Held
on
January
23,
2019
To
the
Unitholders
of
EnLink
Midstream
Partners,
LP:
A
special
meeting
(the
"ENLK
Unitholder
Meeting")
of
the
holders
of
common
units
representing
limited
partner
interests
("ENLK
Common
Units")
in EnLink
Midstream
Partners,
LP
("ENLK")
and
holders
of
Series
B
Cumulative
Convertible
Preferred
Units
representing
limited
partner
interests
in
ENLK ("ENLK
Series
B
Units")
will
be
held
on
January
23,
2019
at
10:00
a.m.,
Central
Time,
at
1722
Routh
Street,
First
Floor
Conference
Center,
Dallas,
Texas
75201, for
the
following
purposes:
·
to
consider
and
vote
upon
a
proposal
to
approve
the
Agreement
and
Plan
of
Merger,
dated
as
of
October
21,
2018
(the
"Merger
Agreement"),
by
and
among
EnLink
Midstream,
LLC
("ENLC"),
EnLink
Midstream
Manager,
LLC,
the
managing
member
of
ENLC
("EMM"),
NOLA
Merger
Sub,
LLC,
a
wholly-owned
subsidiary
of
ENLC
("Merger
Sub"),
ENLK,
and
EnLink
Midstream
GP,
LLC,
the
general
partner
of
ENLK
("EGP"),
pursuant
to
which
Merger
Sub,
subject
to
the
satisfaction
or
waiver
of
certain
conditions
in
the
Merger
Agreement,
will
merge
with
and
into
ENLK
(the
"Merger"),
with
ENLK
surviving
as
a
subsidiary
of
ENLC
(the
"ENLK
Merger
Proposal");
and
·
to
consider
and
vote
upon
a
proposal
to
approve
the
adjournment
of
the
ENLK
Unitholder
Meeting
to
a
later
date
or
dates,
if
necessary
or
appropriate,
to
solicit
additional
proxies
in
the
event
there
are
not
sufficient
votes
at
the
time
of
the
ENLK
Unitholder
Meeting
to
approve
the
above
proposal
(the
"ENLK
Adjournment
Proposal").
Pursuant
to
the
Ninth
Amended
and
Restated
Agreement
of
Limited
Partnership
of
ENLK,
dated
as
of
September
21,
2017,
as
amended
(the
"ENLK Partnership
Agreement"),
approval
of
the
ENLK
Merger
Proposal
requires
the
affirmative
vote
of
holders
of
at
least
a
majority
of
the
ENLK
Common
Units
and ENLK
Series
B
Units
issued
and
outstanding
and
entitled
to
vote
on
the
approval
of
the
ENLK
Merger
Proposal,
voting
together
as
a
single
class
(collectively,
the "ENLK
Voting
Units,"
and
such
holders
of
ENLK
Voting
Units,
the
"ENLK
Voting
Unitholders").
If
a
quorum
is
present
at
the
ENLK
Unitholder
Meeting,
the ENLK
Adjournment
Proposal
requires
approval
by
the
affirmative
vote
of
holders
of
a
majority
of
the
ENLK
Voting
Units
issued
and
outstanding
and
entitled
to vote.
If
a
quorum
is
not
present,
the
ENLK
Adjournment
Proposal
requires
approval
by
the
affirmative
vote
of
holders
of
a
majority
of
the
outstanding
ENLK Voting
Units
represented
either
in
person
or
by
proxy
at
the
ENLK
Unitholder
Meeting.
Abstentions
will
have
the
same
effect
as
votes
against
the
ENLK
Merger Proposal
and
the
ENLK
Adjournment
Proposal.
Assuming
there
is
a
quorum,
failures
to
vote
and
broker
non-votes
(if
any)
will
have
the
same
effect
as
votes against
the
ENLK
Merger
Proposal
and
the
ENLK
Adjournment
Proposal.
If
no
quorum
is
present,
broker
non-votes
(if
any)
will
have
the
same
effect
as
votes against
the
ENLK
Merger
Proposal
and
the
ENLK
Adjournment
Proposal,
but
failures
to
vote
will
have
no
effect
on
the
ENLK
Adjournment
Proposal.
Concurrently
with
the
execution
of
the
Merger
Agreement,
ENLK
entered
into
(i)
a
Support
Agreement,
among
GIP
III
Stetson
I,
L.P.
("GIP
Stetson
I"), ENLC,
Acacia
Natural
Gas
Corp
I,
Inc.,
Table
of
Contents
a
wholly-owned
subsidiary
of
ENLC
("Acacia"),
EnLink
Midstream,
Inc.,
a
wholly-owned
subsidiary
of
ENLC
("EMI,"
and
together
with
GIP
Stetson
I
and Acacia,
the
"Supporting
Common
Unitholders"),
and
ENLK,
pursuant
to
which
GIP
Stetson
I,
Acacia,
and
EMI,
the
Supporting
Common
Unitholders,
agreed, among
other
things,
to
vote
their
ENLK
Common
Units
in
favor
of
the
approval
of
the
ENLK
Merger
Proposal,
and
(ii)
a
Support
Agreement,
among
Enfield Holdings,
L.P.
("Enfield,"
and
together
with
the
Supporting
Common
Unitholders,
the
"Supporting
Voting
Unitholders"),
TPG
VII
Management,
LLC,
WSEP Egypt
Holdings,
LP,
WSIP
Egypt
Holdings,
LP,
and
ENLK,
pursuant
to
which
Enfield
agreed,
among
other
things,
to
vote
its
ENLK
Series
B
Units
in
favor
of
the approval
of
the
ENLK
Merger
Proposal.
The
Supporting
Voting
Unitholders
collectively
own
ENLK
Voting
Units
representing
approximately
58.8%
of
the outstanding
ENLK
Voting
Units.
As
a
result,
the
affirmative
vote
by
the
Supporting
Voting
Unitholders
will
be
sufficient
to
approve
the
ENLK
Merger Proposal
and,
if
necessary,
the
ENLK
Adjournment
Proposal.
We
cannot
complete
the
Merger
unless
the
ENLK
Voting
Unitholders
approve
the
ENLK
Merger
Proposal.
Accordingly,
your
vote
is
very important
regardless
of
the
number
of
ENLK
Common
Units
and/or
ENLK
Series
B
Units
you
own.
On
October
21,
2018,
the
Conflicts
Committee
(the
"ENLK
Conflicts
Committee")
of
the
Board
of
Directors
of
EGP
(the
"ENLK
Board")
unanimously determined
that
the
Merger
Agreement
and
the
transactions
contemplated
thereby
and
by
the
other
documents
contemplated
by
the
Merger
Agreement
(collectively with
the
Merger
Agreement,
the
"Transaction
Documents"),
including
the
Merger
(collectively,
the
"Transactions"),
are
fair
and
reasonable
to,
and
in
the
best interest
of,
ENLK
and
the
holders
of
ENLK
Common
Units
other
than
EGP,
ENLC,
GIP
Stetson
I,
and
their
respective
affiliates
(the
"ENLK
Unaffiliated Unitholders"),
and
unanimously
approved
the
Merger
Agreement,
the
other
Transaction
Documents,
and
the
Transactions,
including
the
Merger,
which
approval constituted
"Special
Approval"
under
the
ENLK
Partnership
Agreement.
The
ENLK
Conflicts
Committee
also
recommended
that
the
ENLK
Board
approve
the Merger
Agreement,
the
Transaction
Documents,
and
the
Transactions,
including
the
Merger,
and
resolved,
and
recommended
that
the
ENLK
Board
resolve,
to recommend
that
the
ENLK
Voting
Unitholders
approve
the
Merger
Agreement.
On
October
21,
2018,
the
ENLK
Board,
acting
upon
the
recommendation
of
the ENLK
Conflicts
Committee,
unanimously
(i)
determined
that
the
Merger
Agreement,
the
other
Transaction
Documents,
and
the
Transactions,
including
the Merger,
are
in
the
best
interest
of
ENLK
and
the
ENLK
Unaffiliated
Unitholders,
(ii)
approved
the
Merger
Agreement,
the
other
Transaction
Documents,
and
the Transactions,
and
directed
that
the
Merger
Agreement
be
submitted
to
a
vote
of
the
ENLK
Voting
Unitholders,
and
(iii)
determined
to
recommend
that
the
ENLK Voting
Unitholders
approve
the
Merger
Agreement.
For
more
information
regarding
the
recommendation
of
the
ENLK
Conflicts
Committee,
see
"The
Merger-- Recommendation
of
the
ENLK
Conflicts
Committee
and
the
ENLK
Board,
and
the
Reasons
of
the
ENLK
Conflicts
Committee
for
Recommending
Approval
of
the Transactions."
ENLK
Voting
Unitholders
should
be
aware
that
some
of
EGP's
directors
and
executive
officers
may
have
interests
in
the
Merger
that
are
different
from,
or
in addition
to,
the
interests
they
may
have
as
ENLK
Voting
Unitholders.
See
"Certain
Relationships;
Interests
of
Certain
Persons
in
the
Merger."
Only
ENLK
Voting
Unitholders
of
record
at
the
close
of
business
on
December
18,
2018,
the
record
date
for
the
ENLK
Unitholder
Meeting,
are
entitled
to notice
of
and
to
vote
at
the
ENLK
Unitholder
Meeting.
We
are
commencing
our
solicitation
of
proxies
on
or
about
December
10,
2018,
which
is
before
the
record date
of
December
18,
2018.
We
will
continue
to
solicit
proxies
until
the
January
23,
2019
ENLK
Unitholder
Meeting.
Each
ENLK
Voting
Unitholder
of
record
on December
18,
2018
who
has
not
yet
received
a
joint
information
statement/proxy
statement/prospectus
prior
to
that
date
will
receive
a
joint
information statement/proxy
statement/prospectus
and
have
the
opportunity
to
vote
on
the
matters
described
in
the
joint
information
statement/proxy
statement/prospectus. Proxies
delivered
prior
to
the
record
date
will
be
valid
and
effective
so
long
as
the
ENLK
Voting
Unitholder
providing
the
proxy
is
a
holder
of
record
on December
18,
2018,
the
record
date.
If
you
are
not
a
holder
of
record
on
the
record
date,
any
proxy
you
deliver
will
be
invalid
and
will
not
be
counted
at
the
ENLK Unitholder
Meeting.
If
you
deliver
a
proxy
prior
to
the
record
date
and
remain
a
Table
of
Contents
holder
on
the
record
date,
you
do
not
need
to
deliver
another
proxy
after
the
record
date.
If
you
deliver
a
proxy
prior
to
the
record
date
and
do
not
revoke
that proxy,
your
proxy
will
be
deemed
to
cover
the
number
of
ENLK
Voting
Units
you
own
on
the
record
date
even
if
that
number
is
different
from
the
number
of ENLK
Voting
Units
you
owned
when
you
executed
and
delivered
your
proxy.
Proxies
received
from
persons
who
are
not
holders
of
record
on
the
record
date
will not
be
effective.
A
list
of
unitholders
entitled
to
vote
at
the
ENLK
Unitholder
Meeting
will
be
available
for
inspection
at
ENLK's
offices
in
Dallas,
Texas
for
any purpose
relevant
to
the
ENLK
Unitholder
Meeting
during
normal
business
hours
for
a
period
of
ten
days
before
the
meeting
and
at
the
ENLK
Unitholder
Meeting. References
to
the
ENLK
Unitholder
Meeting
in
this
joint
information
statement/proxy
statement/prospectus
are
to
such
special
meeting
as
may
be
adjourned
or postponed
from
time
to
time.
YOUR
VOTE
IS
IMPORTANT.
WHETHER
OR
NOT
YOU
EXPECT
TO
ATTEND
THE
MEETING,
PLEASE
SUBMIT
YOUR
PROXY
IN
ONE OF
THE
FOLLOWING
WAYS
.
If
you
hold
your
units
in
the
name
of
a
bank,
broker,
or
other
nominee,
you
should
follow
the
instructions
provided
by
your bank,
broker,
or
nominee
when
submitting
instructions
to
cause
your
ENLK
Voting
Units
to
be
voted.
If
you
hold
your
units
in
your
own
name,
you
may
submit your
proxy
by:
·
using
the
toll-free
telephone
number
shown
on
the
proxy
card;
·
using
the
Internet
website
shown
on
the
proxy
card;
or
·
marking
signing,
dating,
and
promptly
returning
the
enclosed
proxy
card
in
the
postage-paid
envelope.
It
requires
no
postage
if
mailed
in
the
United
States.
Submitting
a
proxy
now
will
not
limit
your
right
to
vote
at
the
ENLK
Unitholder
Meeting
if
you
decide
to
attend
in
person.
If
you
plan
to
attend
the
ENLK Unitholder
Meeting
and
wish
to
vote
in
person,
you
will
be
given
a
ballot
at
the
ENLK
Unitholder
Meeting.
The
enclosed
joint
information
statement/proxy
statement/prospectus
provides
a
detailed
description
of
the
Merger
and
the
Merger
Agreement.
You
are
urged to
read
this
joint
information
statement/proxy
statement/prospectus,
including
any
documents
incorporated
by
reference,
and
the
Annexes
carefully
and
in
their entirety.
If
you
have
any
questions
concerning
the
merger
or
this
joint
information
statement/proxy
statement/prospectus,
would
like
additional
copies
or
need
help voting
your
ENLK
Voting
Units,
please
contact
ENLK's
proxy
solicitor:
1407
Broadway,
27
th
Floor
New
York,
New
York
10018
Call
Toll-Free
(800)
322-2885
(212)
929-5500
(Call
Collect)
Email:
proxy@mackenziepartners.com
By
order
of
the
Board
of
Directors
of
EnLink
Midstream
GP,
LLC,
as
the
general
partner
of
EnLink
Midstream
Partners,
LP.
Michael
J.
Garberding
President
and
Chief
Executive
Officer
EnLink
Midstream
GP,
LLC
Table
of
Contents
1722
ROUTH
ST.,
SUITE
1300,
DALLAS,
TEXAS
75201
NOTICE
OF
ACTION
BY
WRITTEN
CONSENT
OF
UNITHOLDERS
WE
ARE
NOT
ASKING
YOU
FOR
A
PROXY
AND
YOU
ARE
REQUESTED
NOT
TO
SEND
US
A
PROXY
To
the
Unitholders
of
EnLink
Midstream,
LLC:
We
are
furnishing
the
attached
joint
information
statement/proxy
statement/prospectus
to
the
holders
of
common
units
(the
"ENLC
Common
Units,"
and
such holders
of
ENLC
Common
Units,
"ENLC
Unitholders")
in
EnLink
Midstream,
LLC
("ENLC"),
pursuant
to
the
requirements
of
Section
14
of
the
Securities Exchange
Act
of
1934,
as
amended,
and
the
rules
and
regulations
promulgated
thereunder
(the
"Exchange
Act"),
in
connection
with
a
written
consent
in
lieu
of
a special
meeting
(the
"ENLC
Written
Consent"),
dated
as
of
October
21,
2018,
executed
and
delivered
by
GIP
III
Stetson
II,
L.P.
(the
"ENLC
Majority
Holder"), which
holds
a
majority
of
the
ENLC
Common
Units
issued
and
outstanding
and
entitled
to
vote
on
the
ENLC
Unit
Issuance
(as
defined
below).
The
ENLC
Written
Consent
was
delivered
concurrently
with
the
execution
of
the
Agreement
and
Plan
of
Merger,
dated
as
of
October
21,
2018
(the
"Merger Agreement"),
by
and
among
ENLC,
EnLink
Midstream
Manager,
LLC,
the
managing
member
of
ENLC,
NOLA
Merger
Sub,
LLC,
a
wholly-owned
subsidiary
of ENLC
("Merger
Sub"),
ENLK,
and
EnLink
Midstream
GP,
LLC,
the
general
partner
of
ENLK,
pursuant
to
which
Merger
Sub,
subject
to
the
satisfaction
or
waiver of
certain
conditions
in
the
Merger
Agreement,
will
merge
with
and
into
ENLK
(the
"Merger"),
with
ENLK
surviving
as
a
subsidiary
of
ENLC.
As
more
fully
described
in
the
accompanying
joint
information
statement/proxy
statement/prospectus,
the
ENLC
Majority
Holder
approved
and
consented
to the
issuance
by
ENLC
of
ENLC
Common
Units
as
merger
consideration
(the
"ENLC
Merger
Issuance"),
the
issuance
by
ENLC
of
a
new
class
of
limited
liability company
interests
pursuant
to
certain
agreements
contemplated
by
the
Merger
Agreement
(the
"Transaction
Documents,"
and
such
issuance,
the
"ENLC
Class
C Issuance"),
and
the
issuance
by
ENLC
of
ENLC
Common
Units
upon
exchange
of
Series
B
Cumulative
Convertible
Preferred
Units
representing
limited
partner interests
in
ENLK
(collectively,
the
"ENLK
Series
B
Units")
pursuant
to
the
Transaction
Documents
(the
"ENLC
Exchange
Issuance"
and,
together
with
the
ENLC Merger
Issuance
and
the
ENLC
Class
C
Issuance,
the
"ENLC
Unit
Issuance").
The
ENLC
Written
Consent
constitutes
the
requisite
approval
of
the
ENLC Unitholders
under
Rule
312.03(c)
of
the
Listed
Company
Manual
of
the
New
York
Stock
Exchange
to
approve
the
ENLC
Unit
Issuance.
As
described
in
this
joint
information
statement/proxy
statement/prospectus,
the
actions
taken
pursuant
to
the
ENLC
Written
Consent
(the
"Actions")
have already
been
approved
by
the
ENLC
Majority
Holder.
Pursuant
to
Rule
14c-2
of
the
Exchange
Act,
the
Actions
will
become
effective
on
or
after
December
30, 2018,
which
is
20
calendar
days
following
the
date
we
first
mail
the
joint
information
statement/proxy
statement/prospectus
to
the
ENLC
Unitholders. Accordingly,
ENLC
is
not
soliciting
your
proxy
or
consent
in
connection
with
the
matters
discussed
in
the
joint
information
statement/proxy
statement/prospectus.
You
are
urged
to
read
the
joint
information
statement/proxy
statement/prospectus
in
its
entirety.
Table
of
Contents
The
joint
information
statement/proxy
statement/prospectus
is
first
being
mailed
to
ENLC
Unitholders
on
or
about
December
10,
2018.
THE
JOINT
INFORMATION
STATEMENT/PROXY
STATEMENT/PROSPECTUS
IS
FOR
YOUR
INFORMATION
ONLY.
YOU
DO
NOT NEED
TO
DO
ANYTHING
IN
RESPONSE
TO
THE
JOINT
INFORMATION
STATEMENT/PROXY
STATEMENT/PROSPECTUS.
THIS
IS
NOT
A NOTICE
OF
A
MEETING
OF
UNITHOLDERS
AND
NO
UNITHOLDER
MEETING
WILL
BE
HELD
TO
CONSIDER
THE
ENLC
UNIT ISSUANCE.
By
order
of
the
Board
of
Directors
of
EnLink
Midstream
Manager,
LLC,
in
its
capacity
as
the
managing
member
of
EnLink
Midstream,
LLC.
Michael
J.
Garberding
President
and
Chief
Executive
Officer
EnLink
Midstream
Manager,
LLC
Table
of
Contents
IMPORTANT
NOTE
ABOUT
THIS
JOINT
INFORMATION
STATEMENT/PROXY
STATEMENT/PROSPECTUS
This
joint
information
statement/proxy
statement/prospectus,
which
forms
part
of
a
registration
statement
on
Form
S-4
filed
with
the
SEC
constitutes
a
proxy statement
of
ENLK
under
Section
14(a)
of
the
Exchange
Act
with
respect
to
the
solicitation
of
proxies
for
the
special
meeting
of
the
ENLK
Voting
Unitholders
to, among
other
things,
approve
the
Merger
Agreement.
This
joint
information
statement/proxy
statement/prospectus
is
also
a
prospectus
of
ENLC
under
the Securities
Act
for
ENLC
Common
Units
that
will
be
issued
to
ENLK
Public
Unitholders
in
the
Merger
pursuant
to
the
Merger
Agreement,
and
an
information statement
of
ENLC
under
Section
14(c)
of
the
Exchange
Act,
informing
the
ENLC
Unitholders
of
the
approval
of
the
ENLC
Unit
Issuance
pursuant
to
the
ENLC Written
Consent
before
the
ENLC
Unit
Issuance
occurs
upon
the
effectiveness
of
the
Merger.
As
permitted
under
the
rules
of
the
SEC,
this
joint
information
statement/proxy
statement/prospectus
incorporates
by
reference
important
business
and financial
information
about
ENLC
and
ENLK
from
other
documents
filed
with
the
SEC
that
are
not
included
in
or
delivered
with
this
joint
information statement/proxy
statement/prospectus.
Please
read
"Where
You
Can
Find
More
Information"
beginning
on
page
173.
You
can
obtain
any
of
the
documents incorporated
by
reference
into
this
document
from
the
SEC's
website
at
http://www.sec.gov
.
This
information
is
also
available
to
you
without
charge
upon
your request
in
writing
or
by
telephone
from
ENLC
or
ENLK,
as
the
case
may
be,
at
the
following
addresses
and
telephone
numbers:
EnLink
Midstream,
LLC
1722
Routh
St.,
Suite
1300
Dallas,
Texas
75201
Attention:
Investor
Relations
Telephone:
(214)
953-9500
EnLink
Midstream
Partners,
LP 1722
Routh
St.,
Suite
1300 Dallas,
Texas
75201 Attention:
Investor
Relations Telephone:
(214)
953-9500
Please
note
that
copies
of
the
documents
provided
to
you
will
not
include
exhibits,
unless
the
exhibits
are
specifically
incorporated
by
reference
into
the documents
or
this
joint
information
statement/proxy
statement/prospectus.
You
may
obtain
certain
of
these
documents
at
ENLC's
and
ENLK's
website,
www.enlink.com
.
Information
contained
on
ENLC's
and
ENLK's
website
is expressly
not
incorporated
by
reference
into
this
joint
information
statement/proxy
statement/prospectus.
In
order
to
receive
timely
delivery
of
requested
documents
in
advance
of
the
ENLK
Unitholder
Meeting,
your
request
should
be
received
no
later than
January
15,
2019.
If
you
request
any
documents,
ENLC
or
ENLK,
as
applicable,
will
mail
them
to
you
by
first
class
mail,
or
another
equally
prompt means,
after
receipt
of
your
request.
ENLC
and
ENLK
have
not
authorized
anyone
to
give
any
information
or
make
any
representation
about
the
Transactions,
ENLC,
or
ENLK
that
is
different from,
or
in
addition
to,
that
contained
in
this
joint
information
statement/proxy
statement/prospectus
or
in
any
of
the
materials
that
have
been
incorporated
by reference
into
this
joint
information
statement/proxy
statement/prospectus.
Therefore,
if
anyone
distributes
this
type
of
information,
you
should
not
rely
on
it.
If you
are
in
a
jurisdiction
where
offers
to
exchange
or
sell,
or
solicitations
of
offers
to
exchange
or
purchase,
the
securities
offered
by
this
joint
information statement/proxy
statement/prospectus
or
the
solicitation
of
proxies
is
unlawful,
or
you
are
a
person
to
whom
it
is
unlawful
to
direct
these
types
of
activities,
then the
offer
presented
in
this
joint
information
statement/proxy
statement/prospectus
does
not
extend
to
you.
The
information
contained
in
this
joint
information statement/proxy
statement/prospectus
speaks
only
as
of
the
date
of
this
joint
information
statement/proxy
statement/prospectus,
or
in
the
case
of
information
in
a document
incorporated
by
reference,
as
of
the
date
of
such
document,
unless
the
information
specifically
indicates
that
another
date
applies.
All
information
in
this document
concerning
ENLC
has
been
furnished
by
ENLC.
All
information
in
this
document
concerning
ENLK
has
been
furnished
by
ENLK.
ENLC
has represented
to
ENLK,
and
ENLK
has
represented
to
ENLC,
that
the
information
furnished
by
and
concerning
it
is
true
and
correct
in
all
material
respects.
Table
of
Contents
TABLE
OF
CONTENTS
DEFINITIONS
iv
QUESTIONS
AND
ANSWERS
ABOUT
THE
MERGER
AND
THE
ENLK
UNITHOLDER
MEETING
ix
SUMMARY
1
SUMMARY
HISTORICAL
AND
PRO
FORMA
FINANCIAL
INFORMATION
OF
ENLC
AND
ENLK
14
UNAUDITED
COMPARATIVE
AND
PRO
FORMA
PER
UNIT
INFORMATION
18
RISK
FACTORS
21
Risks
Related
to
the
Transactions
21
Tax
Risks
Related
to
the
Merger
and
the
Ownership
of
ENLC
Common
Units
27
Risks
Related
to
ENLC's
Business
and
an
Investment
in
ENLC
29
Risks
Related
to
ENLK's
Business
29
CAUTIONARY
STATEMENT
REGARDING
FORWARD-LOOKING
STATEMENTS
30
THE
PARTIES
TO
THE
MERGER
31
EnLink
Midstream,
LLC
31
EnLink
Midstream
Manager,
LLC
31
EnLink
Midstream
Partners,
LP
31
EnLink
Midstream
GP,
LLC
32
NOLA
Merger
Sub,
LLC
32
THE
MERGER
33
Effects
of
the
Merger
33
Background
of
the
Merger
34
Recommendation
of
the
ENLC
Conflicts
Committee
and
Its
Reasons
for
Recommending
Approval
of
the
Transactions
50
Opinion
of
Barclays--Financial
Advisor
to
the
ENLC
Conflicts
Committee
53
Recommendation
of
the
ENLK
Conflicts
Committee
and
the
ENLK
Board,
and
the
Reasons
of
the
ENLK
Conflicts
Committee
for
Recommending
Approval
of
the
Transactions
65
Opinion
of
Evercore--Financial
Advisor
to
the
ENLK
Conflicts
Committee
70
The
Written
Consent
of
Certain
ENLC
Unitholders
83
Unaudited
Projected
Financial
Information
83
Accounting
Treatment
86
No
Dissenters'
or
Appraisal
Rights
86
Listing
of
ENLC
Common
Units
to
be
Issued
in
the
Merger;
Delisting
and
Deregistration
of
ENLK
Common
Units
86
Regulatory
Approvals
Required
for
the
Merger
86
INFORMATION
ABOUT
THE
ENLK
UNITHOLDER
MEETING
AND
VOTING
87
Date,
Time,
and
Place
87
Purpose
87
Record
Date
and
Quorum
Requirement
87
Submitting
a
Proxy
Card
88
Submitting
a
Proxy
via
Telephone
or
Internet
88
Revoking
Your
Proxy
88
Questions
and
Additional
Information
88
Voting
at
the
ENLK
Unitholder
Meeting
89
Vote
Required;
How
ENLK
Common
Units
are
Voted
89
Units
Beneficially
Owned
by
EGP
Directors
and
Officers
89
Proxy
Solicitation
89
Adjournment
90
i
Table
of
Contents
THE
ENLK
PROPOSALS Proposal
1.
The
ENLK
Merger
Proposal Proposal
2.
The
ENLK
Adjournment
Proposal
OTHER
MATTERS Other
Matters
for
Action
at
the
ENLK
Unitholder
Meeting Householding
of
Joint
Information
Statement/Proxy
Statement/Prospectus
THE
MERGER
AGREEMENT The
Merger;
Effective
Time;
Closing Conditions
to
Completion
of
the
Merger ENLC
Unitholder
Approval ENLK
Voting
Unitholder
Approval No
Solicitation
by
ENLK
of
Acquisition
Proposals EGP
Recommendation
and
EGP
Recommendation
Change Merger
Consideration Other
Effects
of
the
Merger Adjustments
to
Prevent
Dilution Withholding Distributions Conduct
of
Business
Prior
to
Closing Regulatory
Approvals Indemnification
and
Insurance Certain
Tax
Matters Section
16
Matters Other
Covenants
and
Agreements Termination
of
the
Merger
Agreement Effect
of
Termination Termination
Fee
and
Expense
Reimbursement Representations
and
Warranties Actions
with
Respect
to
Conflicts
Committees Amendment
and
Supplement;
Waiver Remedies;
Specific
Performance Governing
Law
THE
SUPPORT
AGREEMENTS GIP
Support
Agreement ENLK
Support
Agreement Enfield
Support
Agreement
THE
PREFERRED
RESTRUCTURING
AGREEMENT Restructuring
of
the
ENLK
Series
B
Units Amended
ENLK
Partnership
Agreement Amended
ENLC
Operating
Agreement Amended
Registration
Right
Agreement Amended
Board
Representation
Agreement Amended
Board
Information
Rights
Letter
Agreement
POST-MERGER
GOVERNANCE
AND
MANAGEMENT Board
of
Directors
of
EMM
CERTAIN
RELATIONSHIPS;
INTERESTS
OF
CERTAIN
PERSONS
IN
THE
MERGER SECURITY
OWNERSHIP
OF
CERTAIN
BENEFICIAL
OWNERS
AND
MANAGEMENT COMPARISON
OF
THE
RIGHTS
OF
ENLC
UNITHOLDERS
AND
ENLK
UNITHOLDERS
ii
91
91
91
92
92
92
93
93
94
97
97
97
100
101
101
103
103
103
104
105
105
106
106
106
107
108
108
109
110
111
112
112
113
113
113
114
115
115
116
117
118
118
118
120
120
121
128
132
Table
of
Contents
DESCRIPTION
OF
ENLC
COMMON
UNITS
165
General
165
Transfer
Agent
and
Registrar
165
Transfer
of
ENLC
Common
Units
165
Summary
of
ENLC
Operating
Agreement
166
MATERIAL
U.S.
FEDERAL
INCOME
TAX
CONSEQUENCES
167
LEGAL
MATTERS
172
EXPERTS
172
WHERE
YOU
CAN
FIND
MORE
INFORMATION
173
ENLC's
Filings
173
ENLK's
Filings
174
UNAUDITED
ENLINK
MIDSTREAM,
LLC
PRO
FORMA
CONDENSED
COMBINED
FINANCIAL
STATEMENTS
ANNEXES
ANNEX
A--AGREEMENT
AND
PLAN
OF
MERGER
A-1
ANNEX
B--GIP
SUPPORT
AGREEMENT
B-1
ANNEX
C--ENLK
SUPPORT
AGREEMENT
C-1
ANNEX
D--ENFIELD
SUPPORT
AGREEMENT
D-1
ANNEX
E--PREFERRED
RESTRUCTURING
AGREEMENT
E-1
ANNEX
F--OPINION
OF
BARCLAYS
CAPITAL
INC
F-1
ANNEX
G--OPINION
OF
EVERCORE
GROUP
L.L.C
G-1
iii
Table
of
Contents
DEFINITIONS
The
following
terms
have
the
meanings
set
forth
below
for
purposes
of
this
joint
information
statement/proxy
statement/prospectus,
unless
the
context otherwise
indicates:
·
"Acacia"
shall
mean
Acacia
Natural
Gas
Corp
I,
Inc.,
a
Delaware
corporation.
·
"Amended
ENLC
Operating
Agreement"
shall
mean
the
Second
Amended
and
Restated
Operating
Agreement
of
ENLC
to
be
executed
as
of
the
Effective
Time,
substantially
in
the
form
attached
to
the
Preferred
Restructuring
Agreement.
·
"Amended
ENLK
Partnership
Agreement"
shall
mean
the
Tenth
Amended
and
Restated
Agreement
of
Limited
Partnership
of
ENLK
to
be
executed
as
of
the
Effective
Time,
substantially
in
the
form
attached
to
the
Preferred
Restructuring
Agreement.
·
"Devon"
shall
mean
Devon
Energy
Corporation,
a
Delaware
corporation.
·
"Delaware
LP
Act"
shall
mean
the
Delaware
Revised
Uniform
Limited
Partnership
Act,
as
amended.
·
"DLLCA"
shall
mean
the
Delaware
Limited
Liability
Company
Act,
as
amended.
·
"EGP"
shall
mean
EnLink
Midstream
GP,
LLC,
a
Delaware
limited
liability
company
and
the
general
partner
of
ENLK.
·
"EGP
LLC
Agreement"
shall
mean
the
Fourth
Amended
and
Restated
Limited
Liability
Company
Agreement
of
EGP,
dated
as
of
July
18,
2018,
as
further
amended
from
time
to
time
after
the
execution
date
of
the
Merger
Agreement
in
accordance
with
the
Merger
Agreement.
·
"EMI"
shall
mean
EnLink
Midstream,
Inc.,
a
Delaware
corporation.
·
"EMM"
shall
mean
EnLink
Midstream
Manager,
LLC,
a
Delaware
limited
liability
company
and
the
managing
member
of
ENLC.
·
"Enfield"
shall
mean
Enfield
Holdings,
L.P.,
a
Delaware
limited
partnership.
·
"Enfield
Support
Agreement"
shall
mean
the
Support
Agreement,
dated
as
of
October
21,
2018,
by
and
among
ENLK,
Enfield,
TPG,
and
the
Goldman
Parties.
·
"ENLC"
shall
mean
EnLink
Midstream,
LLC,
a
Delaware
limited
liability
company.
·
"ENLC
Board"
shall
mean
the
Board
of
Directors
of
EMM.
·
"ENLC
Class
C
Common
Units"
shall
mean
the
"Class
C
Common
Units,"
as
such
term
is
defined
in
the
Amended
ENLC
Operating
Agreement.
·
"ENLC
Class
C
Issuance"
shall
mean
the
issuance
by
ENLC
of
ENLC
Class
C
Common
Units
pursuant
to
the
Preferred
Restructuring
Agreement
and
the
Amended
ENLC
Operating
Agreement.
·
"ENLC
Common
Units"
shall
mean
the
"Common
Units,"
as
such
term
is
defined
in
the
ENLC
Operating
Agreement.
·
"ENLC
Conflicts
Committee"
shall
mean
the
conflicts
committee
of
the
ENLC
Board.
·
"ENLC
Equity
Award"
shall
mean
an
award
with
respect
to
ENLC
Common
Units
that
is
outstanding
under
the
ENLC
Long-Term
Incentive
Plan
immediately
prior
to
the
Effective
Time.
·
"ENLC
Exchange
Issuance"
shall
mean
the
issuance
by
ENLC
of
ENLC
Common
Units
upon
exchange
of
ENLK
Series
B
Units
pursuant
to
the
Amended
and
Restated
Partnership
Agreement
and
the
Amended
ENLC
Operating
Agreement.
iv
Table
of
Contents
·
"ENLC
Group"
shall
mean
EMM,
ENLC,
and
ENLC's
subsidiaries
(other
than
ENLK
and
its
subsidiaries).
·
"ENLC
Long-Term
Incentive
Plan"
shall
mean
the
EnLink
Midstream,
LLC
2014
Long-Term
Incentive
Plan,
as
amended
from
time
to
time.
·
"ENLC
Majority
Holder"
shall
mean
GIP
Stetson
II,
in
its
capacity
as
the
holder
of
a
majority
of
the
ENLC
Common
Units
issued
and
outstanding
and
entitled
to
vote
on
the
ENLC
Unit
Issuance.
·
"ENLC
Merger
Issuance"
shall
mean
the
issuance
of
ENLC
Common
Units
pursuant
to
the
Merger.
·
"ENLC
Operating
Agreement"
shall
mean
the
First
Amended
and
Restated
Operating
Agreement
of
ENLC,
dated
as
of
March
7,
2014,
as
further
amended
from
time
to
time
after
the
execution
date
of
the
Merger
Agreement
in
accordance
with
the
Merger
Agreement.
·
"ENLC
Performance
Unit"
shall
mean
a
performance-based
"Restricted
Incentive
Unit,"
as
defined
in
the
ENLC
Long-Term
Incentive
Plan.
·
"ENLC
Public
Unitholder"
shall
mean
holders
of
ENLC
Public
Units.
·
"ENLC
Public
Units"
shall
mean
ENLC
Common
Units
other
than
the
ENLC
Common
Units
held
directly
or
indirectly
by
GIP
Stetson
II
or
its
affiliates.
·
"ENLC
Replacement
Option
Award"
shall
mean
an
award
with
respect
to
ENLC
Common
Units
that
is
issued
upon
conversion
of
each
ENLK
Equity
Award
consisting
of
an
ENLK
Unit
Option.
·
"ENLC
Replacement
PU
Award"
shall
mean
an
award
with
respect
to
ENLC
Common
Units
that
is
issued
upon
conversion
of
each
ENLK
Equity
Award
consisting
of
ENLK
Performance
Units.
·
"ENLC
Replacement
RIU
Award"
shall
mean
an
award
with
respect
to
ENLC
Common
Units
that
is
issued
upon
conversion
of
each
ENLK
Equity
Award
of
ENLK
Restricted
Incentive
Units.
·
"ENLC
Unitholder"
shall
mean
a
holder
of
ENLC
Common
Units.
·
"ENLC
Unitholder
Approval"
shall
mean
the
affirmative
vote
or
written
consent
of
at
least
a
majority
of
the
votes
cast
on
the
ENLC
Unit
Issuance
pursuant
to
the
Merger.
·
"ENLC
Unit
Issuance"
shall
mean,
collectively,
the
ENLC
Merger
Issuance,
the
ENLC
Class
C
Issuance,
and
the
ENLC
Exchange
Issuance.
·
"ENLC
Written
Consent"
shall
mean
the
written
consent
in
lieu
of
a
special
meeting,
dated
as
of
October
21,
2018,
executed
and
delivered
by
the
ENLC
Majority
Unitholder.
·
"EnLink"
shall
mean
ENLC
and
ENLK,
collectively.
·
"ENLK"
shall
mean
EnLink
Midstream
Partners,
LP,
a
Delaware
limited
partnership.
·
"ENLK
Adjournment
Proposal"
shall
mean
the
proposal
by
EGP
to
approve
the
adjournment
of
the
ENLK
Unitholder
Meeting
to
a
later
date
or
dates,
if
necessary
or
appropriate,
to
solicit
additional
proxies
in
the
event
there
are
not
sufficient
votes
at
the
time
of
the
ENLK
Unitholder
Meeting
to
approve
the
ENLK
Merger
Proposal.
·
"ENLK
Board"
shall
mean
the
Board
of
Directors
of
EGP.
·
"ENLK
Common
Unitholder"
shall
mean
a
holder
of
ENLK
Common
Units.
v
Table
of
Contents
·
"ENLK
Common
Units"
shall
mean
the
"Common
Units,"
as
such
term
is
defined
in
the
ENLK
Partnership
Agreement.
·
"ENLK
Conflicts
Committee"
shall
mean
the
conflicts
committee
of
the
ENLK
Board.
·
"ENLK
Equity
Award"
shall
mean
an
award
with
respect
to
ENLK
Common
Units
that
is
outstanding
under
the
ENLK
Long-Term
Incentive
Plan
immediately
prior
to
the
Effective
Time.
·
"ENLK
Group"
shall
mean
ENLK
and
its
subsidiaries.
·
"ENLK
Long-Term
Incentive
Plan"
shall
mean
the
EnLink
Midstream
GP,
LLC
Long-Term
Incentive
Plan,
as
amended
from
time
to
time.
·
"ENLK
Merger
Proposal"
shall
mean
the
proposal
by
EGP
to
approve
the
Merger
Agreement,
which
is
to
be
considered
for
a
vote
of
the
ENLK
Voting
Unitholders
at
the
ENLK
Unitholder
Meeting.
·
"ENLK
Operating
Partnership"
shall
mean
EnLink
Midstream
Operating,
LP,
a
Delaware
limited
partnership.
·
"ENLK
Partnership
Agreement"
shall
mean
the
Ninth
Amended
and
Restated
Agreement
of
Limited
Partnership
of
ENLK,
dated
as
of
September
21,
2017,
as
amended
by
Amendment
No.
1
to
the
Ninth
Amended
and
Restated
Agreement
of
Limited
Partnership
of
ENLK,
dated
as
of
December
12,
2017,
and
as
further
amended
from
time
to
time
after
the
execution
date
of
the
Merger
Agreement
in
accordance
with
the
Merger
Agreement.
·
"ENLK
Performance
Unit"
shall
mean
a
performance-based
"Restricted
Incentive
Unit,"
as
defined
in
the
ENLK
Long-Term
Incentive
Plan.
·
"ENLK
Public
Unitholder"
shall
mean
a
holder
of
ENLK
Public
Units.
·
"ENLK
Public
Units"
shall
mean
the
ENLK
Common
Units
other
than
the
ENLK
Common
Units
held
directly
or
indirectly
by
the
ENLC
Group
or
by
ENLK.
·
"ENLK
Restricted
Incentive
Unit"
shall
mean
a
"Restricted
Incentive
Unit,"
as
defined
in
the
ENLK
Long-Term
Incentive
Plan,
other
than
a
ENLK
Performance
Unit.
·
"ENLK
Series
B
Unitholder"
shall
mean
a
holder
of
ENLK
Series
B
Units.
·
"ENLK
Series
B
Units"
shall
mean
ENLK's
Series
B
Cumulative
Convertible
Preferred
Units
representing
limited
partner
interests
in
ENLK.
·
"ENLK
Series
C
Units"
shall
mean
ENLK's
Series
C
Fixed-to-Floating
Rate
Cumulative
Redeemable
Perpetual
Preferred
Units
representing
limited
partner
interests
in
ENLK.
·
"ENLK
Support
Agreement"
shall
mean
the
Support
Agreement,
dated
as
of
October
21,
2018,
by
and
among
ENLK,
GIP
Stetson
I,
ENLC,
Acacia,
and
EMI.
·
"ENLK
Unaffiliated
Unitholders"
shall
mean
ENLK
Common
Unitholders
other
than
EGP,
ENLC,
GIP
Stetson
I,
and
their
respective
affiliates.
·
"ENLK
Unaffiliated
Units"
shall
mean
the
ENLK
Public
Units
other
than
the
ENLK
Common
Units
held
by
GIP
Stetson
I
and
its
affiliates.
·
"ENLK
Unitholder"
shall
mean
a
holder
of
ENLK
Common
Units
and/or
ENLK
Series
B
Units.
·
"ENLK
Unitholder
Approval"
shall
mean
the
approval
of
the
ENLK
Merger
Proposal
by
the
affirmative
vote
of
the
holders
of
a
majority
of
the
ENLK
Common
Units
and
ENLK
Series
B
vi
Table
of
Contents
Units
issued
and
outstanding
and
entitled
to
vote
on
the
approval
of
the
ENLK
Merger
Proposal,
voting
as
a
single
class.
·
"ENLK
Unitholder
Meeting"
shall
mean
the
special
meeting
of
the
ENLK
Unitholders
described
in
this
joint
information
statement/proxy
statement/prospectus
at
which
the
ENLK
Unitholders
will
vote
on
the
ENLK
Merger
Proposal
and
ENLK
Adjournment
Proposal.
·
"ENLK
Unit
Option"
shall
mean
an
ENLK
Equity
Award
consisting
of
an
"Option,"
as
such
term
is
defined
in
the
ENLK
Long-Term
Incentive
Plan.
·
"ENLK
Voting
Unitholders"
shall
mean,
collectively,
the
holders
of
ENLK
Common
Units
and
the
holder(s)
of
ENLK
Series
B
Units.
·
"ENLK
Voting
Units"
shall
mean,
collectively,
the
ENLK
Common
Units
and
the
ENLK
Series
B
Units.
·
"EOGP"
shall
mean
EnLink
Oklahoma
Gas
Processing,
LP,
a
Delaware
limited
partnership.
·
"Exchange
Act"
shall
mean
the
Securities
Exchange
Act
of
1934,
as
amended,
and
the
rules
and
regulations
promulgated
thereunder.
·
"Exchange
Ratio"
shall
mean
1.15
ENLC
Common
Units
for
each
ENLK
Public
Unit.
·
"FTC"
shall
mean
the
Federal
Trade
Commission.
·
"GIP"
shall
mean
Global
Infrastructure
Management,
LLC,
a
Delaware
limited
liability
company
and
an
independent
infrastructure
fund
manager,
itself,
or
its
affiliates,
including
GIP
Stetson.
·
"GIP
Stetson"
shall
mean
collectively,
GIP
Stetson
I
and
GIP
Stetson
II.
·
"GIP
Stetson
I"
shall
mean
GIP
III
Stetson
I,
L.P.,
a
Delaware
limited
partnership
and
the
sole
member
of
EMM.
·
"GIP
Stetson
II"
shall
mean
GIP
III
Stetson
II,
L.P.,
a
Delaware
limited
partnership.
·
"GIP
Support
Agreement"
shall
mean
the
Support
Agreement,
dated
as
of
October
21,
2018,
by
and
among
ENLK
and
GIP
Stetson
II.
·
"Goldman
Parties"
shall
mean
WSEP
Egypt
Holdings,
LP,
a
Delaware
limited
partnership,
and
WSIP
Egypt
Holdings,
LP.,
a
Delaware
limited
partnership.
·
"HSR
Act"
shall
mean
the
Hart-Scott-Rodino
Antitrust
Improvements
Act
of
1976,
as
amended.
·
"Incentive
Distribution
Rights"
or
"IDRs"
shall
mean
an
"Incentive
Distribution
Right,"
as
defined
in
the
ENLK
Partnership
Agreement.
·
"Merger"
shall
mean
the
merger
of
Merger
Sub
with
and
into
ENLK,
with
ENLK
as
the
sole
surviving
entity.
·
"Merger
Agreement"
shall
mean
the
Agreement
and
Plan
of
Merger,
dated
as
of
October
21,
2018,
by
and
among
ENLC,
EMM,
Merger
Sub,
ENLK,
and
EGP.
·
"Merger
Sub"
shall
mean
NOLA
Merger
Sub,
LLC,
a
Delaware
limited
liability
company
and
wholly-owned
subsidiary
of
ENLC.
·
"MLP"
shall
mean
master
limited
partnership.
·
"NYSE"
shall
mean
the
New
York
Stock
Exchange.
·
"Preferred
Restructuring
Agreement"
shall
mean
the
Preferred
Restructuring
Agreement,
by
and
among
EMM,
ENLC,
EGP,
ENLK,
Enfield,
TPG
VII
Management,
LLC,
a
Delaware
limited
vii
Table
of
Contents
liability
company,
WSEP
Egypt
Holdings,
LP,
a
Delaware
limited
partnership,
and
WSIP
Egypt
Holdings,
LP,
a
Delaware
limited
partnership.
·
"Pro
Forma
ENLC"
shall
mean
ENLC,
after
giving
effect
to
the
Merger
and
the
other
Transactions.
·
"SEC"
shall
mean
the
United
States
Securities
and
Exchange
Commission.
·
"Securities
Act"
shall
mean
the
Securities
Act
of
1933,
as
amended,
and
the
rules
and
regulations
promulgated
thereunder.
·
"Support
Agreements"
shall
mean,
collectively,
the
ENLK
Support
Agreement,
the
Enfield
Support
Agreement,
and
the
GIP
Support
Agreement.
·
"TPG"
shall
mean
TPG
VII
Management,
LLC,
a
Delaware
limited
liability
company.
·
"Transaction
Documents"
shall
mean
the
Merger
Agreement,
the
Preferred
Restructuring
Agreement,
the
Support
Agreements,
and
the
other
agreements
contemplated
by
the
Merger
Agreement
and
the
Preferred
Restructuring
Agreement.
·
"Transactions"
shall
mean
the
transactions
contemplated
by
the
Merger
Agreement,
including
the
Merger.
viii
Table
of
Contents
QUESTIONS
AND
ANSWERS
ABOUT
THE
MERGER
AND
THE
ENLK
UNITHOLDER
MEETING
Important
Information
and
Risks.
The
following
section
provides
brief
answers
to
certain
questions
that
you
may
have
regarding
the
Merger
Agreement and
the
ENLC
Unit
Issuance.
Please
note
that
this
section
does
not
address
all
issues
that
may
be
important
to
you
as
an
ENLK
Voting
Unitholder
or
an
ENLC Unitholder.
Accordingly,
you
should
carefully
read
this
entire
joint
information
statement/proxy
statement/prospectus,
including
each
of
the
annexes,
and
the documents
that
have
been
incorporated
by
reference
into
this
joint
information
statement/proxy
statement/prospectus.
Please
read
"Where
You
Can
Find
More Information"
beginning
on
page
173.
General
Questions
and
Answers
Q: Why
am
I
receiving
these
materials?
A: ENLC
and
ENLK
have
agreed
that
Merger
Sub,
subject
to
the
satisfaction
or
waiver
of
certain
conditions
in
the
Merger
Agreement,
will
merge
with
and into
ENLK,
with
ENLK
surviving
the
Merger
as
a
subsidiary
of
ENLC.
Each
of
ENLC
and
ENLK
is
sending
these
materials
to
the
ENLC
Unitholders
and
the
ENLK
Voting
Unitholders,
as
applicable,
to
furnish
this
joint information
statement/proxy
statement/prospectus
with
respect
to
the
approval
of
the
ENLC
Unit
Issuance
by
the
ENLC
Majority
Holder,
or
to
help
the ENLK
Voting
Unitholders
decide
how
to
vote
their
ENLK
Voting
Units
with
respect
to
the
ENLK
Merger
Proposal
and/or
the
ENLK
Adjournment Proposal.
This
document
constitutes
both
a
proxy
statement
of
ENLK
and
an
information
statement
and
prospectus
of
ENLC.
This
document
is
a
proxy
statement because
ENLK
is
soliciting
proxies
from
the
ENLK
Voting
Unitholders
in
connection
with
the
approval
of
the
ENLK
Merger
Proposal
and/or
the
ENLK Adjournment
Proposal.
This
document
is
an
information
statement
because
ENLC
is
furnishing
information
to
the
ENLC
Unitholders
in
connection
with the
ENLC
Written
Consent
executed
by
the
ENLC
Majority
Holder
to
approve
the
ENLC
Unit
Issuance.
This
document
is
a
prospectus
because
ENLC,
in connection
with
the
Merger,
is
offering
ENLC
Common
Units
in
exchange
for
outstanding
ENLK
Public
Units.
Q: What
will
happen
to
ENLK
as
a
result
of
the
Merger?
A: If
the
Merger
is
successfully
completed,
Merger
Sub
will
be
merged
with
and
into
ENLK,
with
ENLK
surviving
as
a
subsidiary
of
ENLC.
Q: When
will
the
Merger
be
completed?
What
conditions
must
be
satisfied
to
complete
the
Transactions?
A: ENLC
and
ENLK
are
working
to
complete
the
Merger
as
soon
as
possible.
A
number
of
conditions
must
be
satisfied
before
ENLK
and
ENLC
can complete
the
Transactions,
including
approval
by
holders
of
a
majority
of
the
outstanding
ENLK
Voting
Units
of
the
Merger
Proposal
and
the
expiration
or termination
of
the
waiting
period
applicable
to
the
Transactions
under
the
HSR
Act.
Although
ENLC
and
ENLK
cannot
be
sure
when
all
of
the
conditions to
the
Merger
will
be
satisfied,
ENLC
and
ENLK
expect
to
complete
the
Merger
as
soon
as
practicable
following
the
ENLK
Unitholder
Meeting.
See
the section
titled
"The
Merger
Agreement--Conditions
to
Completion
of
the
Merger."
Assuming
timely
satisfaction
of
other
closing
conditions,
the
Merger
is targeted
to
close
on
or
about
January
28,
2019.
ix
Table
of
Contents
Q: What
percentage
of
outstanding
ENLC
Common
Units
will
ENLK
Public
Unitholders
own
after
the
successful
consummation
of
the
Merger?
A: If
the
Merger
is
successfully
completed,
based
on
the
number
of
ENLC
Common
Units
and
ENLK
Common
Units
outstanding
as
of
the
date
of
this
joint information
statement/proxy
statement/prospectus,
the
ENLC
Common
Units
that
the
ENLK
Public
Unitholders
receive
in
the
Merger
will
collectively represent
approximately
62.7%
of
the
outstanding
ENLC
Common
Units
following
completion
of
the
Merger.
In
addition,
upon
the
consummation
of
the
Transactions
and
pursuant
to
the
Preferred
Restructuring
Agreement,
ENLC
will
issue
to
the
ENLK
Series
B Unitholder(s)
a
number
of
ENLC
Class
C
Common
Units,
a
new
class
of
non-economic
common
units
representing
limited
liability
company
interests
in ENLC,
equal
to
the
number
of
ENLK
Series
B
Units
held
by
the
ENLK
Series
B
Unitholder(s)
at
such
time.
Moreover,
following
the
consummation
of
the Transactions,
the
ENLK
Series
B
Units
will
be
exchangeable,
under
certain
conditions,
for
a
number
of
ENLC
Common
Units
equal
to
the
product
of
the number
of
ENLK
Series
B
Units
being
exchanged,
multiplied
by
the
Exchange
Ratio
(subject
to
certain
adjustments),
subject
to
the
election
of
ENLK
to instead
redeem
for
cash
any
such
ENLK
Series
B
Units.
The
holders
of
the
ENLC
Class
C
Common
Units
will
vote
as
a
single
class
with
the
holders
of ENLC
Common
Units
on
all
matters
on
which
ENLC
Unitholders
are
entitled
to
vote.
Each
ENLC
Class
C
Common
Unit
will
be
entitled
to
the
number
of votes
equal
to
the
number
of
ENLC
Common
Units
into
which
an
ENLK
Series
B
Unit
is
then
exchangeable.
Upon
any
such
exchange,
a
number
of
ENLC Class
C
Common
Units
equal
to
the
number
of
ENLK
Series
B
Units
subject
to
such
exchange
will
be
cancelled.
See
"The
Preferred
Restructuring Agreement."
Accordingly,
upon
the
consummation
of
the
Transactions
and
based
upon
the
58,728,994
ENLK
Series
B
Units
outstanding
as
of
the
date
of
this
joint information
statement/proxy
statement/prospectus,
the
voting
percentages
with
respect
to
matters
to
be
voted
upon
by
holders
of
ENLC
Common
Units
and the
ENLC
Class
C
Common
Units
will
be
as
follows:
former
holders
of
ENLK
Common
Units
(55.9%),
current
holders
of
ENLC
Common
Units
(33.3%), and
holders
of
ENLC
Class
C
Common
Units
(10.8%).
Q: Who
do
I
call
if
I
have
further
questions
about
the
Merger
Agreement,
the
Merger,
or
the
ENLC
Unit
Issuance?
A: If
ENLC
Unitholders
or
ENLK
Voting
Unitholders
have
further
questions
or
if
they
would
like
additional
copies,
without
charge,
of
this
document,
they may
call
ENLC's
or
ENLK's
Investor
Relations
Departments
at
214-721-9696,
or
may
contact
MacKenzie
Partners,
Inc.,
which
is
acting
as
ENLK's
proxy solicitation
agent
in
connection
with
the
ENLK
Unitholder
Meeting,
by
phone
at
800-322-2885
(Toll-Free)
or
(212)
929-5500
(Call
Collect)
or
via
email
at proxy@mackenziepartners.com.
Q. What
happens
if
the
Transactions
are
not
completed?
A. If
the
Merger
Proposal
is
not
approved
by
holders
of
a
majority
of
the
outstanding
ENLK
Voting
Units,
or
if
the
Transactions
are
not
completed
for
any other
reason,
you
will
not
receive
the
consideration
for
your
ENLK
Common
Units
in
connection
with
the
Transactions,
you
will
continue
to
own
the ENLK
Common
Units
that
you
currently
own,
and
the
ENLK
Common
Units
will
continue
to
be
listed
on
the
NYSE.
Q. What
is
"householding"?
A. The
SEC
has
adopted
rules
that
permit
companies
and
intermediaries
(such
as
brokers
or
banks)
to
satisfy
the
delivery
requirements
for
proxy
statements with
respect
to
two
or
more
security
x
Table
of
Contents
holders
sharing
the
same
address
by
delivering
a
single
notice
or
proxy
statement
addressed
to
those
security
holders.
This
process,
which
is
commonly referred
to
as
"householding,"
potentially
provides
extra
convenience
for
security
holders
and
cost
savings
for
companies.
Banks,
brokers,
and
other
nominees
may
be
participating
in
the
practice
of
"householding"
proxy
statements
and
annual
reports.
As
indicated
in
the
notice provided
by
these
banks,
brokers,
and
other
nominees
to
ENLK
Voting
Unitholders
or
ENLC
Unitholders,
as
applicable,
a
single
copy
of
this
joint information
statement/proxy
statement/prospectus
will
be
delivered
to
multiple
ENLK
Voting
Unitholders
or
ENLC
Unitholders,
as
applicable,
sharing
an address
unless
contrary
instructions
have
been
received
from
an
affected
ENLK
Voting
Unitholder
or
ENLC
Unitholder,
as
applicable.
Once
you
have received
notice
from
your
bank,
broker,
or
other
nominee
that
it
will
be
"householding"
communications
to
your
address,
"householding"
will
continue until
you
are
notified
otherwise
or
until
you
revoke
your
consent.
If,
at
any
time,
you
would
prefer
to
receive
separate
copies
of
the
joint
information statement/proxy
statement/prospectus
either
now
or
in
the
future,
please
contact
your
bank,
broker,
or
other
nominee,
or
contact
ENLK
or
ENLC
by
written or
oral
request
to
ENLK
or
ENLC
at
the
address
and
telephone
number
stated
above,
or,
if
you
are
an
ENLK
Voting
Unitholder,
contact
MacKenzie Partners,
Inc.,
ENLK's
proxy
solicitor.
Questions
and
Answers
Specific
to
ENLK
Voting
Unitholders
Q. When
and
where
will
the
ENLK
Unitholder
Meeting
be
held?
A. The
ENLK
Unitholder
Meeting
will
be
held
on
January
23,
2019,
at
10:00
a.m.,
Central
Time,
at
1722
Routh
Street,
First
Floor
Conference
Center,
Dallas, Texas
75201.
Q. Who
is
entitled
to
vote
at
the
ENLK
Unitholder
Meeting?
A. If
you
are
an
ENLK
Voting
Unitholder
of
record
as
of
the
close
of
business
on
December
18,
2018,
the
record
date
for
the
ENLK
Unitholder
Meeting,
you may
vote
at
the
ENLK
Unitholder
Meeting.
See
the
section
titled
"Information
about
the
ENLK
Unitholder
Meeting
and
Voting"
beginning
on
page
87
of this
document.
Q. What
are
ENLK
Voting
Unitholders
being
asked
to
vote
on
at
the
ENLK
Unitholder
Meeting?
A. ENLK
Voting
Unitholders
are
being
asked
to
consider
and
vote
on
the
ENLK
Merger
Proposal
and
the
ENLK
Adjournment
Proposal.
Q. What
ENLK
Voting
Unitholder
approval
is
required
to
approve
the
ENLK
Merger
Proposal
and
the
ENLK
Adjournment
Proposal?
A. The
approval
of
the
ENLK
Merger
Proposal
by
ENLK
requires
the
affirmative
vote
or
consent
of
holders
of
a
majority
of
the
outstanding
ENLK
Voting Units
issued
and
outstanding
and
entitled
to
vote
on
the
ENLK
Merger
Proposal,
provided
a
quorum
is
present.
If
a
quorum
is
present
at
the
ENLK Unitholder
Meeting,
the
ENLK
Adjournment
Proposal
requires
approval
by
the
affirmative
vote
of
holders
of
a
majority
of
the
outstanding
ENLK
Voting Units.
If
a
quorum
is
not
present,
the
ENLK
Adjournment
Proposal
requires
approval
by
the
affirmative
vote
of
holders
of
a
majority
of
the
outstanding ENLK
Voting
Units
represented
either
in
person
or
by
proxy
at
the
ENLK
Unitholder
Meeting.
Abstentions
will
have
the
same
effect
as
votes
against
the
ENLK
Merger
Proposal
and/or
the
ENLK
Adjournment
Proposal.
Assuming
there
is
a
quorum, failures
to
vote
and
broker
non-votes
(if
any)
will
have
the
same
effect
as
votes
against
the
ENLK
Merger
Proposal
and/or
the
ENLK
Adjournment Proposal.
If
no
quorum
is
present,
broker
non-votes
(if
any)
will
have
the
same
xi
Table
of
Contents
effect
as
votes
against
the
ENLK
Merger
Proposal
and/or
the
ENLK
Adjournment
Proposal,
but
failures
to
vote
will
have
no
effect
on
the
ENLK Adjournment
Proposal.
Your
vote
is
important.
Concurrently
with
the
execution
and
delivery
of
the
Merger
Agreement,
GIP
Stetson
I,
ENLC,
Acacia,
and
EMI
entered
into
the
ENLK
Support
Agreement with
ENLK,
pursuant
to
which
GIP
Stetson
I,
Acacia,
and
EMI
(the
"Supporting
Common
Unitholders")
agreed
to,
among
other
things
and
while
the ENLK
Support
Agreement
remains
in
effect,
vote
the
94,660,600
ENLK
Common
Units,
68,248,199
ENLK
Common
Units,
and
20,280,252
ENLK Common
Units
(representing,
in
the
aggregate,
approximately
44.5%
of
the
outstanding
ENLK
Voting
Units)
held
of
record
and
beneficially
by
each
of
the Supporting
Common
Unitholders,
respectively,
in
favor
of
the
approval
of
the
ENLK
Merger
Proposal
and,
if
necessary,
the
ENLK
Adjournment
Proposal.
In
addition,
concurrently
with
the
execution
of
the
Merger
Agreement,
Enfield,
TPG,
and
the
Goldman
Parties
(collectively,
the
"Enfield
Parties"),
and ENLK
entered
into
the
Enfield
Support
Agreement,
pursuant
to
which,
among
other
things
and
while
the
Enfield
Support
Agreement
remains
in
effect, Enfield
agreed
to
vote
the
ENLK
Series
B
Units
that
it
held
as
of
such
time
and
any
additional
ENLK
Series
B
Units
it
acquired
in
favor
of
the
approval
of the
ENLK
Merger
Proposal
and,
if
necessary,
the
ENLK
Adjournment
Proposal.
Enfield
holds
58,728,994
ENLK
Series
B
Units
of
record
(representing approximately
14.3%
of
the
outstanding
ENLK
Voting
Units).
The
Supporting
Common
Unitholders
and
Enfield
(collectively,
the
"Supporting
Voting
Unitholders")
collectively
own
ENLK
Voting
Units
representing approximately
58.8%
of
the
outstanding
ENLK
Voting
Units.
As
a
result,
the
affirmative
vote
by
the
Supporting
Voting
Unitholders
will
be
sufficient to
approve
the
ENLK
Merger
Proposal
and,
if
necessary,
the
ENLK
Adjournment
Proposal.
Q. What
constitutes
a
quorum
for
the
ENLK
Unitholder
Meeting?
A. The
presence,
in
person
or
by
proxy,
of
ENLK
Voting
Unitholders
representing
a
majority
of
the
ENLK
Voting
Units
outstanding
on
December
18,
2018, the
record
date
for
the
ENLK
Unitholder
Meeting,
will
constitute
a
quorum
for
the
ENLK
Unitholder
Meeting.
Q. What
is
a
proxy?
A. A
proxy
is
your
legal
designation
of
another
person,
referred
to
as
a
"proxy,"
to
vote
your
ENLK
Voting
Units.
The
written
document
describing
the matters
to
be
considered
and
voted
on
at
the
ENLK
Unitholder
Meeting
is
called
a
"proxy
statement."
A
"proxy
card"
is
a
document
used
to
designate
a proxy
to
vote
your
ENLK
Voting
Units.
Q. How
do
I
submit
my
proxy
for
the
ENLK
Unitholder
Meeting?
A. If
you
are
an
ENLK
Voting
Unitholder
of
record,
you
may
submit
a
proxy
via
the
Internet,
by
phone,
or
by
mail.
If
you
hold
your
ENLK
Common
Units
in "street
name"
with
a
broker,
bank,
or
other
nominee,
you
should
follow
the
instructions
provided
by
your
broker,
bank,
or
other
nominee.
See
the
section titled
"Information
about
the
ENLK
Unitholder
Meeting
and
Voting"
beginning
on
page
87
of
this
document.
Regardless
of
how
you
choose
to
vote,
the
individuals
named
on
the
enclosed
proxy
card
will
vote
your
ENLK
Voting
Units
in
the
way
that
you
indicate. When
completing
the
Internet
or
telephone
processes
or
the
proxy
card,
you
may
specify
whether
your
ENLK
Voting
Units
should
be
voted
"
FOR
"
or
" AGAINST
,"
or
whether
you
wish
to
"
ABSTAIN
"
from
voting,
on
the
specific
item
of
business
to
come
before
the
ENLK
Unitholder
Meeting.
xii
Table
of
Contents
See
the
section
titled
"Information
about
the
ENLK
Unitholder
Meeting
and
Voting"
beginning
on
page
87
of
this
document.
Q. How
many
votes
do
I
have?
A. ENLK
Common
Unitholders
have
one
vote
per
ENLK
Common
Unit
on
each
proposal
to
be
voted
upon.
In
addition,
for
each
proposal
to
be
voted
upon, ENLK
Series
B
Unitholders
have
one
vote
for
each
ENLK
Common
Unit
into
which
each
ENLK
Series
B
Unit
is
convertible
based
on
the
conversion
rate in
effect
as
of
the
close
of
business
on
the
record
date
for
the
ENLK
Unitholder
Meeting,
which
conversion
rate
is
currently
one
ENLK
Common
Unit
for each
ENLK
Series
B
Unit.
Q. If
my
ENLK
Voting
Units
are
held
in
street
name
by
my
bank,
broker,
or
other
nominee,
will
my
bank,
broker,
or
other
nominee
automatically vote
my
units
for
me?
A. No.
If
your
ENLK
Voting
Units
are
held
in
street
name,
you
must
instruct
the
broker,
bank,
or
other
nominee
on
how
to
vote
your
units.
See
the
section titled
"Information
about
the
ENLK
Unitholder
Meeting
and
Voting"
beginning
on
page
87
of
this
document.
Q. What
happens
if
I
sell
my
ENLK
Voting
Units
after
the
record
date
but
before
the
ENLK
Unitholder
Meeting?
A. If
you
transfer
ENLK
Voting
Units
after
the
record
date
but
before
the
date
of
the
ENLK
Unitholder
Meeting,
you
will
retain
your
right
to
vote
at
the ENLK
Unitholder
Meeting.
Q. Who
will
solicit
and
pay
the
cost
of
soliciting
proxies?
A. ENLK
has
engaged
MacKenzie
Partners,
Inc.
to
assist
in
the
solicitation
of
proxies
for
the
ENLK
Unitholder
Meeting.
MacKenzie
Partners,
Inc.
will
be paid
approximately
$30,000
by
ENLK
for
these
and
other
consulting,
analytic,
and
advisory
services
in
connection
with
the
ENLK
Unitholder
Meeting.
In addition,
ENLK
has
agreed
to
reimburse
MacKenzie
Partners,
Inc.
for
certain
fees
and
expenses
and
will
also
indemnify
MacKenzie
Partners,
Inc.,
its subsidiaries
and
their
respective
directors,
officers,
employees,
and
agents
against
certain
claims,
liabilities,
losses,
damages,
and
expenses.
Forms
of proxies
and
proxy
materials
may
also
be
distributed
through
brokers,
banks,
and
other
nominees
to
the
beneficial
owners
of
ENLK
Voting
Units,
in
which case
these
parties
will
be
reimbursed
for
their
reasonable
out-of-pocket
expenses.
Proxies
also
may
be
solicited
by
ENLK's
and
its
affiliates'
directors,
officers,
and
employees
by
telephone,
electronic
mail,
letter,
facsimile,
or
in
person, but
no
additional
compensation
will
be
paid
to
them.
Q. How
will
I
receive
the
Merger
Consideration
to
which
I
am
entitled?
A. Promptly
after
the
consummation
of
the
Transactions,
an
exchange
agent
appointed
by
ENLC
and
reasonably
acceptable
to
ENLK
(the
"Exchange
Agent") will
mail
or
provide
to
each
ENLK
Public
Unitholder
of
record
certain
transmittal
materials
and
instructions
for
use
in
effecting
the
surrender
of
ENLK Public
Units
to
the
Exchange
Agent.
If
your
ENLK
Public
Units
are
held
in
"street
name"
through
a
bank,
broker,
or
other
nominee,
you
should
contact your
bank,
broker,
or
other
nominee
for
instructions
as
to
how
to
effect
the
surrender
of
your
"street
name"
ENLK
Public
Units
in
exchange
for
the
Merger Consideration.
xiii
Table
of
Contents
Q. Where
can
I
find
the
voting
results
of
the
ENLK
Unitholder
Meeting?
A. The
preliminary
voting
results
are
expected
to
be
announced
at
the
ENLK
Unitholder
Meeting.
In
addition,
within
four
business
days
following
the certification
of
the
final
voting
results,
ENLK
will
file
the
final
voting
results
with
the
SEC
on
a
Current
Report
on
Form
8-K.
Q. May
I
change
my
proxy
instructions
after
I
have
delivered
my
proxy
card?
A. If
you
are
an
ENLK
Voting
Unitholder
of
record
on
December
18,
2018,
the
record
date
for
the
ENLK
Unitholder
Meeting,
you
can
change
your
proxy instructions
within
the
regular
voting
deadlines
by
submitting
a
new
proxy
by
telephone
or
via
the
Internet,
executing
and
returning
a
later
dated
proxy card,
or
attending
the
ENLK
Unitholder
Meeting
and
voting
in
person.
If
you
are
an
ENLK
Voting
Unitholder,
you
can
revoke
your
proxy
by
delivering
a written
notice
of
your
revocation
to
ENLK's
Corporate
Secretary
at
1722
Routh
Street,
Suite
1300,
Dallas,
Texas
75201.
If
you
hold
your
ENLK
Common Units
in
street
name,
you
should
follow
the
instructions
provided
by
your
banker,
broker,
or
other
nominee.
See
the
section
titled
"Information
about
the ENLK
Unitholder
Meeting
and
Voting"
beginning
on
page
87
of
this
document.
Q. What
is
the
record
date
for
the
ENLK
Unitholder
Meeting?
A. The
record
date
for
the
ENLK
Unitholder
Meeting
is
December
18,
2018.
Only
ENLK
Voting
Unitholders
at
the
close
of
business
on
the
record
date
are entitled
to
notice
of,
and
to
vote
at,
the
ENLK
Unitholder
Meeting.
Q. What
will
ENLK
Public
Unitholders
be
entitled
to
receive
in
the
Merger?
A. Each
ENLK
Public
Unitholder
will
be
entitled
to
receive
1.15
ENLC
Common
Units
in
exchange
for
each
ENLK
Common
Unit
of
such
holder.
No fractional
ENLC
Common
Units
will
be
issued
in
the
Merger.
All
fractional
ENLC
Common
Units
that
an
ENLK
Public
Unitholder
would
otherwise
be entitled
to
receive
as
merger
consideration
(after
taking
into
account
all
ENLK
Common
Units
held
by
such
holder)
will
be
aggregated
and
then,
if
a fractional
ENLC
Common
Unit
results
from
that
aggregation,
be
rounded
up
to
the
nearest
whole
ENLC
Common
Unit.
For
additional
information regarding
exchange
procedures,
please
read
"The
Merger
Agreement--Merger
Consideration."
Q. Where
will
the
ENLK
Common
Units
and
ENLC
Common
Units
trade
after
the
Merger?
A. ENLK
Common
Units
will
no
longer
be
publicly-traded
following
the
Merger
and
will
be
delisted
from
the
NYSE.
The
ENLC
Common
Units
trade
on
the NYSE
under
the
ticker
symbol
"ENLC".
ENLC
expects
to
obtain
approval
to
list
the
ENLC
Common
Units
to
be
issued
in
the
Merger
on
the
NYSE.
Such approval
(subject
to
official
notice
of
issuance)
is
a
condition
to
closing
the
Merger.
Q. Will
quarterly
distributions
be
paid
pending
the
consummation
of
the
Transactions?
A. Pursuant
to
the
Merger
Agreement,
EGP
is
required
to
cause
ENLK
to
pay
regular
quarterly
cash
distributions
on
the
ENLK
Common
Units
for
each quarter
following
the
signing
of
the
Merger
Agreement
and
before
the
closing
of
the
Transactions
in
accordance
with
the
ENLK
Partnership
Agreement and
in
the
ordinary
course
of
business
consistent
with
past
practice,
including
with
respect
to
the
timing
of
record
dates
and
payment
dates;
provided, however,
that,
subject
to
applicable
law,
any
such
regular
quarterly
distribution
will
not
be
less
than
$0.39
per
ENLK
Common
Unit
without
the
separate determination
and
approval
of
the
ENLK
Conflicts
Committee.
xiv
Table
of
Contents
In
addition,
EGP
is
required
to
designate
the
record
date
for
the
quarterly
cash
distribution
related
to
the
quarter
immediately
prior
to
the
quarter
in
which the
Merger
occurs
so
that
such
record
date
precedes
the
Effective
Time
so
as
to
permit
the
payment
of
such
quarterly
distribution
to
the
ENLK
Common Unitholders
as
of
such
record
date.
ENLC
and
ENLK
expect
the
Merger
to
occur
during
the
first
quarter
of
2019,
and
therefore,
EGP
will
establish
a
record date,
which
date
will
occur
prior
to
the
Effective
Time,
for
the
quarterly
cash
distribution
related
to
the
fourth
quarter
of
2018
so
that
the
ENLK
Common Unitholders
as
of
such
record
date
will
receive
such
distribution.
If
the
Effective
Date
occurs
prior
to
the
payment
of
such
distribution,
ENLK
will
deposit with
ENLK's
transfer
agent
the
amount
of
such
unpaid
distribution,
and
ENLC
will
cause
the
transfer
agent
to
pay
such
distribution
to
such
holders
on
the applicable
payment
date
fixed
by
EGP.
ENLK
Common
Unitholders
will
not
receive
distributions
from
both
ENLK
and
ENLC
for
the
same
quarter.
Please see
"The
Merger
Agreement--Distributions."
Q: What
happens
to
distributions
after
the
Merger?
If
the
Merger
is
successfully
consummated,
all
outstanding
ENLK
Public
Units
will
be
converted
into
the
right
to
receive
1.15
ENLC
Common
Units
and will
no
longer
receive
quarterly
distributions
from
ENLK.
For
a
description
of
the
differences
between
the
rights
of
ENLC
Unitholders
and
the
ENLK Common
Unitholders,
please
read
"Comparison
of
the
Rights
of
ENLC
Unitholders
and
ENLK
Unitholders."
Following
the
Merger,
when
distributions
are
approved
and
declared
by
EMM
and
paid
by
ENLC,
former
ENLK
Common
Unitholders
will
receive distributions
on
the
ENLC
Common
Units
they
receive
in
the
Merger
in
accordance
with
the
Amended
ENLC
Operating
Agreement
to
the
extent
such holders
continue
to
hold
such
ENLC
Common
Units
as
of
the
applicable
record
date
for
such
distribution.
Q. How
does
each
of
the
ENLK
Conflicts
Committee
and
the
ENLK
Board
recommend
that
I
vote?
A. The
ENLK
Conflicts
Committee
unanimously
determined
that
the
Merger
Agreement
and
Transactions,
including
the
Merger,
are
fair
and
reasonable
to, and
in
the
best
interest
of,
ENLK
and
the
ENLK
Unaffiliated
Unitholders,
and
unanimously
approved
the
Merger
Agreement,
the
other
Transaction Documents,
and
the
Transactions,
including
the
Merger,
which
approval
constituted
"Special
Approval"
under
the
ENLK
Partnership
Agreement.
The ENLK
Conflicts
Committee
also
recommended
that
the
ENLK
Board
approve
the
Merger
Agreement,
the
Transaction
Documents,
and
the
Transactions, including
the
Merger,
and
resolved,
and
recommended
that
the
ENLK
Board
resolve,
to
recommend
that
the
ENLK
Voting
Unitholders
approve
the
Merger Agreement.
The
ENLK
Board,
acting
upon
the
recommendation
of
the
ENLK
Conflicts
Committee,
unanimously
(i)
determined
that
the
Merger
Agreement,
the
other Transaction
Documents,
and
the
Transactions,
including
the
Merger,
are
in
the
best
interest
of
ENLK
and
the
ENLK
Unaffiliated
Unitholders,
(ii)
approved the
Merger
Agreement,
the
other
Transaction
Documents,
and
the
Transactions,
and
directed
that
the
Merger
Agreement
be
submitted
to
a
vote
of
the ENLK
Voting
Unitholders,
and
(iii)
determined
to
recommend
that
the
ENLK
Voting
Unitholders
approve
the
Merger
Agreement.
Accordingly,
each
of
the
ENLK
Conflicts
Committee
and
the
ENLK
Board
recommends
that
the
ENLK
Voting
Unitholders
vote
"
FOR
"
the
ENLK Merger
Proposal,
and
the
ENLK
Board
recommends
that
the
ENLK
Voting
Unitholders
vote
"
FOR
"
the
ENLK
Adjournment
Proposal.
For
more
information
regarding
the
recommendation
of
the
ENLK
Conflicts
Committee,
see
"The
Merger--Recommendation
of
the
ENLK
Conflicts Committee
and
the
ENLK
Board,
and
the
Reasons
of
the
ENLK
Conflicts
Committee
for
Recommending
Approval
of
the
Transactions."
xv
Table
of
Contents
Q: What
are
the
expected
material
U.S.
federal
income
tax
consequences
to
an
ENLK
Common
Unitholder
as
a
result
of
the
Merger?
A: The
receipt
of
ENLC
Common
Units
in
exchange
for
ENLK
Common
Units
pursuant
to
the
Merger
Agreement
will
be
a
taxable
transaction
to
U.S. Holders
(as
defined
in
the
section
titled
"Material
U.S.
Federal
Income
Tax
Consequences")
for
U.S.
federal
income
tax
purposes.
As
a
result,
a
U.S. Holder
will
generally
recognize
(i)
ordinary
income
to
the
extent
of
the
U.S.
Holder's
share
of
depreciation
recapture,
other
"unrealized
receivables,"
and "inventory
items"
owned
by
ENLK
and
its
subsidiaries
and
(ii)
capital
gain
or
capital
loss
equal
to
the
difference
between
the
U.S.
Holder's
amount
realized and
the
sum
of
the
U.S.
Holder's
tax
basis
in
its
ENLK
Common
Units
and
the
amount
of
ordinary
income
recognized
by
the
U.S.
Holder
as
described
in clause
(i).
A
U.S.
Holder's
passive
losses
in
respect
of
its
ENLK
Common
Units
that
were
not
deductible
by
the
U.S.
Holder
in
prior
taxable
periods
may become
available
to
offset
a
portion
of
the
gain
recognized
by
such
U.S.
Holder.
See
the
section
titled
"Material
U.S.
Federal
Income
Tax
Consequences" for
a
more
complete
discussion
of
certain
U.S.
federal
income
tax
consequences
of
the
Merger.
Q: What
are
the
expected
material
U.S.
federal
income
tax
consequences
for
an
ENLK
Common
Unitholder
of
the
ownership
of
ENLC
Common Units
after
the
Merger
is
completed?
A: ENLC
is
classified
as
a
corporation
for
U.S.
federal
income
tax
purposes
and
is
subject
to
U.S.
federal
income
tax
on
its
taxable
income.
A
distribution
of cash
by
ENLC
to
an
ENLC
Unitholder
who
is
a
U.S.
Holder
will
generally
be
included
in
such
U.S.
Holder's
income
as
ordinary
dividend
income
to
the extent
of
ENLC's
current
or
accumulated
"earnings
and
profits,"
as
determined
under
U.S.
federal
income
tax
principles.
A
portion
of
the
cash
distributed
to ENLC
Unitholders
by
ENLC
after
the
Merger
may
exceed
ENLC's
current
and
accumulated
earnings
and
profits.
Distributions
of
cash
in
excess
of
ENLC's current
and
accumulated
earnings
and
profits
will
be
treated
as
a
non-taxable
return
of
capital,
reducing
a
U.S.
Holder's
adjusted
tax
basis
in
such
holder's ENLC
Common
Units
and,
to
the
extent
the
distribution
exceeds
such
holder's
adjusted
tax
basis,
as
capital
gain
from
the
sale
or
exchange
of
such
ENLC Common
Units
(provided
such
ENLC
Common
Units
are
capital
assets
in
the
hands
of
the
U.S.
Holder).
See
the
section
titled
"Material
U.S.
Federal Income
Tax
Consequences"
for
a
more
complete
discussion
of
certain
U.S.
federal
income
tax
consequences
of
owning
and
disposing
of
ENLC
Common Units.
Q. Are
ENLK
Common
Unitholders
entitled
to
appraisal
rights
in
connection
with
the
Merger?
A. No.
ENLK
Common
Unitholders
do
not
have
appraisal
rights
under
applicable
law
or
contractual
appraisal
rights
under
the
ENLK
Partnership
Agreement or
the
Merger
Agreement.
Questions
and
Answers
Specific
to
ENLC
Unitholders
Q. Why
did
the
ENLC
Unit
Issuance
require
approval
of
the
ENLC
Unitholders?
A. Because
ENLC
Common
Units
are
listed
on
the
NYSE,
ENLC
is
subject
to
NYSE
rules
and
regulations.
Section
312.03
of
the
NYSE
Listed
Company Manual
requires
unitholder
approval
prior
to
the
issuance
of
ENLC
Common
Units,
or
securities
convertible
into
or
exercisable
for
ENLC
Common
Units, in
any
transaction
or
series
of
transactions
if
(i)
the
ENLC
Common
Units
to
be
issued
have,
or
will
have
upon
issuance,
voting
power
equal
to
or
in
excess of
20%
of
the
voting
power
outstanding
before
the
issuance
of
such
ENLC
Common
Units
or
of
securities
convertible
into
or
exercisable
for
ENLC Common
Units,
or
(ii)
the
number
of
ENLC
Common
Units
to
be
issued
is,
or
will
be
upon
issuance,
equal
to
or
in
excess
of
20%
of
the
number
of
ENLC Common
Units
outstanding
before
the
issuance
of
ENLC
Common
Units
or
of
securities
convertible
into
or
exercisable
for
ENLC
Common
Units.
xvi
Table
of
Contents
Upon
completion
of
the
Merger,
the
ENLC
Common
Units
to
be
issued
to
ENLK
Public
Unitholders
as
consideration
in
the
Merger
would
exceed
20%
of both
the
voting
power
and
number
of
ENLC
Common
Units
outstanding
before
such
issuance.
As
of
October
21,
2018,
ENLC
had
181,294,967
ENLC
Common
Units
issued
and
outstanding.
Each
ENLC
Common
Unit
entitles
its
holder
to
one
vote on
each
matter
submitted
to
the
ENLC
Unitholders.
As
of
the
date
of
this
joint
information
statement/proxy
statement/prospectus,
the
ENLC
Majority Holder
was
the
record
owner
of
approximately
63.7%
of
the
total
outstanding
ENLC
Common
Units.
Accordingly,
the
ENLC
Majority
Holder
approved the
ENLC
Unit
Issuance,
which
includes
the
issuance
of
all
ENLC
Common
Units
that
are
issuable
as
consideration
in
the
Merger
pursuant
to
the
Merger Agreement,
by
executing
the
ENLC
Written
Consent.
Because
the
ENLC
Majority
Holder,
holding
a
majority
of
the
outstanding
ENLC
Common
Units
as
of
the
date
of
the
ENLC
Written
Consent,
which
is record
date
with
respect
to
such
ENLC
Written
Consent,
consented
to
the
ENLC
Unit
Issuance,
no
other
unitholder
votes,
consents,
or
actions
will
be required
or
obtained
in
connection
with
this
information
statement
or
the
ENLC
Unit
Issuance.
Q. Are
ENLC
Unitholders
entitled
to
appraisal
rights
in
connection
with
the
Merger?
A. No.
ENLC
Unitholders
do
not
have
appraisal
rights
under
applicable
law
or
contractual
appraisal
rights
under
the
Merger
Agreement.
xvii
Table
of
Contents
SUMMARY
This
joint
information
statement/proxy
statement/prospectus,
along
with
a
form
of
proxy,
is
first
being
mailed
to
each
ENLK
Unitholder
and
ENLC Unitholder
on
or
about
December
10,
2018.
The
following
summary
highlights
some
of
the
information
in
this
joint
information
statement/proxy statement/prospectus
and
may
not
contain
all
of
the
information
that
may
be
important
to
you.
Accordingly,
you
should
read
carefully
this
entire
joint information
statement/proxy
statement/prospectus
and
the
documents
incorporated
by
reference
to
this
joint
information
statement/proxy statement/prospectus.
You
may
obtain
information
incorporated
by
reference
in
this
joint
information
statement/proxy
statement/prospectus
without
charge by
following
the
instructions
under
"Where
You
Can
Find
More
Information"
on
page
173.
Parties
to
the
Merger
(see
page
31)
EnLink
Midstream,
LLC
ENLC
is
a
publicly
traded
Delaware
limited
liability
company
formed
in
October
2013.
ENLC's
assets
consist
of
equity
interests
in
ENLK
and
EOGP.
ENLK
is
a
publicly
traded
limited
partnership
formed
on
July
12,
2002
and
is
engaged
in the
gathering,
transmission,
processing,
and
marketing
of
natural
gas,
natural
gas
liquids
("NGLs"),
condensate,
and
crude
oil,
as
well
as
providing
crude
oil, condensate,
and
brine
services
to
producers.
EOGP
is
a
partnership
held
by
ENLC
and
ENLK
and
is
engaged
in
midstream
services.
As
of
December
4, 2018,
ENLC's
direct
and
indirect
interests
in
ENLK
and
EOGP
consisted
of
the
following:
·
88,528,451
ENLK
Common
Units
representing
an
aggregate
21.5%
limited
partner
interest
in
ENLK,
consisting
of
(i)
68,248,199
ENLK
Common
Units
held
by
Acacia,
a
wholly-owned
subsidiary
of
ENLC,
and
(ii)
20,280,252
ENLK
Common
Units
held
by
EMI,
a
wholly-
owned
subsidiary
of
ENLC;
·
100%
ownership
interest
in
EGP
(which
is
held
by
EMI),
which
owns
a
0.4%
general
partner
interest
in
ENLK
and
all
of
the
Incentive
Distribution
Rights;
and
·
16.1%
limited
partner
interest
in
EOGP,
which
is
held
by
EMI.
On
July
18,
2018,
subsidiaries
of
Devon
closed
a
transaction
to
sell
all
of
their
equity
interests
in
ENLK,
ENLC,
and
EMM
to
GIP
Stetson.
As
a
result of
the
transaction
(the
"GIP
Acquisition"):
·
GIP
Stetson
I
acquired
all
of
the
equity
interests
held
by
subsidiaries
of
Devon
in
ENLK
and
EMM,
which
amount
to
100%
of
the
outstanding
limited
liability
company
interests
in
EMM
and
approximately
23.0%
of
the
outstanding
limited
partner
interests
in
ENLK
as
of
December
4,
2018;
·
GIP
Stetson
II
acquired
all
of
the
equity
interests
held
by
subsidiaries
of
Devon
in
ENLC,
which
amount
to
approximately
63.7%
of
the
ENLC
Common
Units
in
ENLC
as
of
December
4,
2018;
and
·
Through
this
transaction,
GIP
Stetson
acquired
control
of
(i)
EMM,
(ii)
ENLC,
and
(iii)
ENLK,
as
a
result
of
ENLC's
indirect
ownership
of
EGP.
The
ENLC
Common
Units
are
traded
on
the
NYSE
under
the
symbol
"ENLC."
EnLink
Midstream
Manager,
LLC
EMM
is
a
Delaware
limited
liability
company
formed
in
October
2013
and
is
the
managing
member
of
ENLC.
EMM
is
responsible
for
conducting ENLC's
business
and
managing
its
operations.
1
Table
of
Contents
EnLink
Midstream
Partners,
LP
ENLK
is
a
publicly
traded
Delaware
limited
partnership
formed
in
2002.
ENLK's
business
activities
are
conducted
through
its
subsidiary,
the
ENLK Operating
Partnership,
and
the
subsidiaries
of
the
ENLK
Operating
Partnership.
ENLK
primarily
focuses
on
providing
midstream
energy
services,
including:
·
gathering,
compressing,
treating,
processing,
transporting,
storing,
and
selling
natural
gas;
·
fractionating,
transporting,
storing,
and
selling
NGLs;
and
·
gathering,
transporting,
stabilizing,
storing,
trans-loading,
and
selling
crude
oil
and
condensate,
in
addition
to
brine
disposal
services.
The
ENLK
Common
Units
are
traded
on
the
NYSE
under
the
symbol
"ENLK."
EnLink
Midstream
GP,
LLC
EGP
is
a
Delaware
limited
liability
company
and
is
the
general
partner
of
ENLK
and
an
indirect,
wholly-owned
subsidiary
of
ENLC.
EGP
is responsible
for
conducting
ENLK's
business
and
managing
its
operations.
NOLA
Merger
Sub,
LLC
Merger
Sub
is
a
Delaware
limited
liability
company
and
wholly-owned
subsidiary
of
ENLC.
Merger
Sub
was
formed
by
ENLC
solely
for
the
purposes of
effecting
the
Merger.
Executive
Offices
of
ENLC,
EMM,
ENLK,
EGP,
and
Merger
Sub
The
principal
executive
offices
of
ENLC,
EMM,
ENLK,
EGP,
and
Merger
Sub
are
located
at
1722
Routh
Street,
Suite
1300,
Dallas,
Texas
75201
and the
telephone
number
of
each
of
these
entities
is
214-953-9500.
Information
about
the
ENLK
Unitholder
Meeting
and
Voting
(see
page
87)
Date,
Time,
and
Place
The
ENLK
Unitholder
Meeting
will
be
held
on
January
23,
2019,
at
10:00
a.m.,
Central
Time,
located
at
1722
Routh
Street,
First
Floor
Conference Center,
Dallas,
Texas
75201.
Purpose
The
ENLK
Voting
Unitholders
will
be
asked
to
consider
and
vote
upon
the
ENLK
Merger
Proposal
and
the
ENLK
Adjournment
Proposal.
Record
Date;
Unitholders
Entitled
to
Vote
EGP
has
fixed
December
18,
2018,
as
the
record
date
for
the
ENLK
Unitholder
Meeting.
The
ENLK
Voting
Unitholders
at
the
close
of
business
on
the record
date
may
vote
at
the
ENLK
Unitholder
Meeting.
We
are
commencing
our
solicitation
of
proxies
on
or
about
December
10,
2018,
which
is
before
the record
date
of
December
18,
2018.
We
will
continue
to
solicit
proxies
until
the
January
23,
2019
ENLK
Unitholder
Meeting.
Each
ENLK
Voting
Unitholder of
record
on
December
18,
2018
who
has
not
yet
received
a
joint
information
statement/proxy
statement/prospectus
prior
to
that
date
will
receive
a
joint information
statement/proxy
statement/prospectus
and
have
the
opportunity
to
vote
on
the
matters
described
in
the
joint
information
statement/proxy statement/prospectus.
Proxies
delivered
prior
to
the
record
date
will
be
valid
and
effective
so
long
as
the
ENLK
2
Table
of
Contents
Voting
Unitholder
providing
the
proxy
is
a
holder
of
record
on
December
18,
2018,
the
record
date.
If
you
are
not
a
holder
of
record
on
the
record
date,
any proxy
you
deliver
will
be
invalid
and
will
not
be
counted
at
the
ENLK
Unitholder
Meeting.
If
you
deliver
a
proxy
prior
to
the
record
date
and
remain
a holder
on
the
record
date,
you
do
not
need
to
deliver
another
proxy
after
the
record
date.
If
you
deliver
a
proxy
prior
to
the
record
date
and
do
not
revoke
that proxy,
your
proxy
will
be
deemed
to
cover
the
number
of
ENLK
Voting
Units
you
own
on
the
record
date
even
if
that
number
is
different
from
the
number of
ENLK
Voting
Units
you
owned
when
you
executed
and
delivered
your
proxy.
Proxies
received
from
persons
who
are
not
holders
of
record
on
the
record date
will
not
be
effective.
ENLK
Common
Unitholders
have
one
vote
per
ENLK
Common
Unit
on
each
proposal
to
be
voted
upon.
In
addition,
for
each proposal
to
be
voted
upon,
ENLK
Series
B
Unitholders
have
one
vote
for
each
ENLK
Common
Unit
into
which
each
ENLK
Series
B
Unit
is
convertible based
on
the
conversion
rate
in
effect
as
of
the
close
of
business
on
the
record
date
for
the
ENLK
Unitholder
Meeting,
which
conversion
rate
is
currently
one ENLK
Common
Unit
for
each
ENLK
Series
B
Unit.
As
of
the
date
of
this
joint
information
statement/proxy
statement/prospectus,
there
were
353,105,507 ENLK
Common
Units
and
58,728,994
ENLK
Series
B
Units
outstanding
for
a
total
of
411,834,501
ENLK
Voting
Units
outstanding.
How
to
Vote
Votes
may
be
cast
in
person
at
the
ENLK
Unitholder
Meeting
or
by
proxy.
Required
ENLK
Unitholder
Vote
Concurrently
with
the
execution
of
the
Merger
Agreement,
ENLC,
GIP
Stetson
I,
Acacia,
and
EMI
entered
into
the
ENLK
Support
Agreement
with ENLK,
pursuant
to
which,
GIP
Stetson
I,
Acacia,
and
EMI,
the
Supporting
Common
Unitholders,
agreed
to,
among
other
things
and
while
the
ENLK Support
Agreement
remains
in
effect,
vote
the
183,189,051
ENLK
Common
Units
(representing
approximately
44.5%
of
the
outstanding
ENLK
Voting Units)
held
of
record
and
beneficially
by
the
Supporting
Common
Unitholders
in
favor
of
the
approval
of
the
ENLK
Merger
Proposal.
The
directors
and
executive
officers
of
EMM
and
EGP
beneficially
own,
collectively,
1,385,231
ENLK
Common
Units,
representing
approximately 0.4%
of
the
outstanding
ENLK
Common
Units.
ENLK
and
ENLC
currently
expect
that
the
directors
and
executive
officers
of
EMM
and
EGP
will
vote
their ENLK
Common
Units
in
favor
of
the
approval
of
the
ENLK
Merger
Proposal,
although
none
of
them
has
entered
into
any
agreements
obligating
them
to
do so.
In
addition,
concurrently
with
the
execution
of
the
Merger
Agreement,
the
Enfield
Parties
and
ENLK
entered
into
the
Enfield
Support
Agreement, pursuant
to
which,
among
other
things
and
while
the
Enfield
Support
Agreement
remains
in
effect,
Enfield
agreed
to
vote
the
ENLK
Series
B
Units
that
it held
as
of
such
time
and
any
additional
ENLK
Series
B
Units
it
acquired
in
favor
of
the
approval
of
the
ENLK
Merger
Proposal.
Enfield
holds
58,728,994 ENLK
Series
B
Units
of
record
(representing
approximately
14.3%
of
the
outstanding
ENLK
Voting
Units).
The
Supporting
Voting
Unitholders
collectively
own
ENLK
Voting
Units
representing
approximately
58.8%
of
the
outstanding
ENLK
Voting
Units. As
a
result,
the
affirmative
vote
by
the
Supporting
Voting
Unitholders
will
be
sufficient
to
approve
the
ENLK
Merger
Proposal
and,
if
necessary, the
ENLK
Adjournment
Proposal.
Recommendation
of
the
ENLC
Conflicts
Committee
and
Its
Reasons
for
Recommending
Approval
of
the
Transactions
(see
page
50)
On
October
21,
2018,
the
ENLC
Conflicts
Committee
unanimously
determined
that
the
Merger
Agreement,
the
other
Transaction
Documents,
and
the Transactions
are
fair
to,
and
in
the
best
interest
of,
ENLC
and
the
holders
of
ENLC
Public
Units,
and
unanimously
approved
the
Merger
Agreement,
3
Table
of
Contents
the
other
Transaction
Documents,
and
the
Transactions,
including
the
Merger
and
the
ENLC
Unit
Issuance,
which
approval
constituted
"Special
Approval" under
the
ENLC
Operating
Agreement.
The
ENLC
Conflicts
Committee
also
recommended
that
the
ENLC
Board
approve
the
Merger
Agreement,
the Transaction
Documents,
and
the
Transactions,
including
the
ENLC
Unit
Issuance,
and
determined
to
recommend
that
the
ENLC
Unitholders
approve
the ENLC
Unit
Issuance.
In
evaluating
the
Merger
Agreement,
the
other
Transaction
Documents,
and
the
Transactions,
the
ENLC
Conflicts
Committee considered
information
supplied
by
management
of
EnLink,
consulted
with
its
legal
and
financial
advisors,
and
considered
a
number
of
factors
in
reaching its
determination,
approval
and
recommendation.
Later
on
October
21,
2018,
the
ENLC
Board,
acting
upon
the
recommendation
of
the
ENLC
Conflicts
Committee,
unanimously
(i)
determined
that
the Merger
Agreement,
the
other
Transaction
Documents,
and
the
Transactions,
including
the
ENLC
Common
Unit
Issuance,
are
in
the
best
interest
of
ENLC and
the
holders
of
ENLC
Common
Units,
(ii)
approved
the
Merger
Agreement,
the
other
Transaction
Documents,
and
the
Transactions,
(iii)
authorized, pursuant
to
the
ENLC
Operating
Agreement,
GIP
Stetson
II,
as
the
ENLC
Majority
Holder,
to
act
by
written
consent
with
respect
to
its
approval
of
the ENLC
Unit
Issuance,
(iv)
directed
that
the
ENLC
Unit
Issuance
be
submitted
for
approval
by
GIP
Stetson
II,
in
its
capacity
as
the
ENLC
Majority
Holder, and
(v)
determined
to
recommend
that
the
ENLC
Majority
Holder
approve
the
ENLC
Unit
Issuance.
Concurrently
with
the
execution
of
the
Merger Agreement,
the
ENLC
Majority
Holder
executed
the
ENLC
Written
Consent,
which
constitutes
the
requisite
approval
of
the
holders
of
ENLC
Common Units
under
Rule
312.03(c)
of
the
Listed
Company
Manual
of
the
NYSE
to
approve
the
ENLC
Unit
Issuance.
For
a
more
complete
discussion
of
these
items,
see
"The
Merger--Recommendation
of
the
ENLC
Conflicts
Committee
and
Its
Reasons
for Recommending
Approval
of
the
Transactions."
Opinion
of
Barclays--Financial
Advisor
to
the
ENLC
Conflicts
Committee
(see
page
53)
In
connection
with
the
Transactions,
the
ENLC
Conflicts
Committee
received,
on
October
21,
2018,
an
oral
opinion
from
Barclays
Capital
Inc. ("Barclays"),
which
was
subsequently
confirmed
in
writing,
as
to
the
fairness,
as
of
the
date
of
the
opinion
and
based
upon
and
subject
to
the
qualifications, limitations
and
assumptions
stated
therein,
from
a
financial
point
of
view,
to
ENLC
of
the
Exchange
Ratio
to
be
paid
by
ENLC
in
the
Transactions.
The
full
text
of
Barclays'
written
opinion,
which
is
attached
to
this
joint
information
statement/proxy
statement/prospectus
as
Annex
F,
sets forth,
among
other
things,
the
assumptions
made,
procedures
followed,
factors
considered
and
limitations
on
the
review
undertaken
by
Barclays
in rendering
its
opinion.
You
are
encouraged
to
read
the
opinion
carefully
and
in
its
entirety.
Barclays'
opinion
was
provided
for
the
information
of the
ENLC
Conflicts
Committee
in
connection
with
its
evaluation
of
the
Exchange
Ratio
to
be
paid
by
ENLC
in
the
Transactions
from
a
financial point
of
view
and
did
not
address
any
other
aspects
or
implications
of
the
Transactions.
Barclays
expressed
no
view
as
to,
and
its
opinion
does
not in
any
manner
address,
the
underlying
business
decision
to
proceed
with
or
effect
the
Transactions,
the
likelihood
of
consummation
of
the Transactions,
or
the
relative
merits
of
the
Transactions
as
compared
to
any
other
transaction
or
business
strategy
in
which
ENLC
might
engage.
In addition,
Barclays
expressed
no
view
as
to,
and
Barclays'
opinion
did
not
in
any
manner
address,
the
fairness
of
the
amount
or
the
nature
of
any compensation
to
any
officers,
directors,
or
employees
of
any
parties
to
the
Transactions,
or
any
class
of
such
persons,
relative
to
the
Exchange
Ratio in
the
Transactions
or
otherwise.
The
summary
of
Barclays'
opinion
provided
in
this
joint
information
statement/proxy
statement/prospectus
is qualified
in
its
entirety
by
reference
to
the
full
opinion.
Barclays'
opinion
is
not
intended
to
be
and
does
not
constitute
a
recommendation
to
any unitholder
of
ENLC
or
any
other
person
as
to
how
such
unitholder
or
other
person
should
vote
with
respect
to
the
Transactions.
4
Table
of
Contents
See
"The
Merger--Opinion
of
Barclays--Financial
Advisor
to
the
ENLC
Conflicts
Committee"
beginning
on
page
53.
Recommendation
of
the
ENLK
Conflicts
Committee
and
the
ENLK
Board,
and
the
Reasons
of
the
ENLK
Conflicts
Committee
for
Recommending Approval
of
the
Transactions
(see
page
65)
On
October
21,
2018,
the
ENLK
Conflicts
Committee
unanimously
determined
that
the
Merger
Agreement
and
Transactions,
including
the
Merger,
are fair
and
reasonable
to,
and
in
the
best
interest
of,
ENLK
and
the
ENLK
Unaffiliated
Unitholders,
and
unanimously
approved
the
Merger
Agreement,
the other
Transaction
Documents,
and
the
Transactions,
including
the
Merger,
which
approval
constituted
"Special
Approval"
under
the
ENLK
Partnership Agreement.
The
ENLK
Conflicts
Committee
also
recommended
that
the
ENLK
Board
approve
the
Merger
Agreement,
the
Transaction
Documents,
and
the Transactions,
including
the
Merger,
and
resolved,
and
recommended
that
the
ENLK
Board
resolve,
to
recommend
that
the
ENLK
Voting
Unitholders approve
the
Merger
Agreement.
In
evaluating
the
Merger
Agreement,
the
other
Transaction
Documents,
and
the
Transactions,
the
ENLK
Conflicts Committee
considered
information
supplied
by
management
of
EnLink,
consulted
with
its
legal
and
financial
advisors,
and
considered
a
number
of
factors in
reaching
its
determination,
approval
and
recommendation.
Later
on
October
21,
2018,
the
ENLK
Board,
acting
upon
the
recommendation
of
the
ENLK
Conflicts
Committee,
unanimously
(i)
determined
that
the Merger
Agreement,
the
other
Transaction
Documents,
and
the
Transactions,
including
the
Merger,
are
in
the
best
interest
of
ENLK
and
the
ENLK Unaffiliated
Unitholders,
(ii)
approved
the
Merger
Agreement,
the
other
Transaction
Documents,
and
the
Transactions,
and
directed
that
the
Merger Agreement
be
submitted
to
a
vote
of
the
ENLK
Voting
Unitholders,
and
(iii)
determined
to
recommend
that
the
ENLK
Voting
Unitholders
approve
the Merger
Agreement.
Accordingly,
each
of
the
ENLK
Conflicts
Committee
and
the
ENLK
Board
recommends
that
the
ENLK
Voting
Unitholders
vote
"
FOR
"
the
ENLK Merger
Proposal,
and
the
ENLK
Board
recommends
that
the
ENLK
Voting
Unitholders
vote
"
FOR
"
the
ENLK
Adjournment
Proposal.
For
a
more
complete
discussion
of
these
items,
see
"The
Merger--Recommendation
of
the
ENLK
Conflicts
Committee
and
the
ENLK
Board,
and
the Reasons
of
the
ENLK
Conflicts
Committee
for
Recommending
Approval
of
the
Transactions."
Opinion
of
Evercore--Financial
Advisor
to
the
ENLK
Conflicts
Committee
(see
page
70)
The
ENLK
Conflicts
Committee
retained
Evercore
Group
L.L.C.
("Evercore")
to
act
as
its
financial
advisor
in
connection
with
evaluating
the
proposed Merger.
At
the
request
of
the
ENLK
Conflicts
Committee,
at
a
meeting
of
the
ENLK
Conflicts
Committee
held
on
October
21,
2018,
Evercore
rendered
its oral
opinion
to
the
ENLK
Conflicts
Committee
(subsequently
confirmed
in
writing)
that,
as
of
October
21,
2018
and
based
upon
and
subject
to
the assumptions
made,
procedures
followed,
matters
considered,
and
qualifications
and
limitations
of
the
review
undertaken
by
Evercore
in
rendering
its
opinion as
set
forth
therein,
the
Exchange
Ratio
was
fair,
from
a
financial
point
of
view,
to
the
ENLK
Unaffiliated
Unitholders.
The
full
text
of
the
written
opinion
of
Evercore,
which
sets
forth
the
assumptions
made,
procedures
followed,
matters
considered,
and qualifications
and
limitations
of
the
review
undertaken
in
rendering
its
opinion,
is
attached
hereto
as
Annex
G.
You
are
urged
to
read
Evercore's opinion
carefully
and
in
its
entirety.
Evercore's
opinion
was
directed
to
the
ENLK
Conflicts
Committee
(in
its
capacity
as
such),
and
only
addressed the
fairness,
from
a
financial
point
of
view,
as
of
October
21,
2018,
to
the
ENLK
Unaffiliated
Unitholders
of
the
Exchange
Ratio.
Evercore's
opinion did
not
address
any
other
term,
aspect,
or
implication
of
the
Merger.
Neither
Evercore's
opinion,
the
summary
of
such
opinion,
nor
the
related analyses
set
forth
in
this
joint
information
statement/proxy
statement/
5
Table
of
Contents
prospectus
are
intended
to
be,
and
they
do
not
constitute,
a
recommendation
to
the
ENLK
Conflicts
Committee,
the
ENLK
Board,
the
ENLK Common
Unitholders,
or
any
other
persons
in
respect
of
the
Merger,
including
as
to
how
any
ENLK
Common
Unitholder
should
vote
or
act
in respect
of
the
Merger
or
any
other
transaction.
The
summary
of
Evercore's
opinion
set
forth
in
this
joint
information
statement/proxy statement/prospectus
is
qualified
in
its
entirety
by
reference
to
the
full
text
of
the
written
opinion.
Certain
Relationships;
Interests
of
Certain
Persons
in
the
Merger
(see
page
121)
The
directors
and
executive
officers
of
EGP
and
EMM
have
interests
in
the
Merger
that
are
or
may
be
different
from,
or
in
addition
to,
the
interests
of the
ENLK
Unitholders
and
ENLC
Unitholders
generally.
The
members
of
the
ENLK
Board
and
ENLC
Board
were
aware
of
and
considered
these
interests, among
other
matters,
in
evaluating
and
negotiating
the
Merger
Agreement
and
the
Merger,
and
in
recommending
to
the
ENLK
Voting
Unitholders,
that
the ENLK
Merger
Proposal
be
approved
and
recommending
to
the
ENLC
Unitholders
that
the
ENLC
Unit
Issuance
be
approved,
as
applicable.
These
interests include:
·
certain
members
of
the
ENLK
Board
and
the
executive
officers
of
EGP
and
EMM
hold
ENLK
Equity
Awards
(as
defined
below),
which
(as
with
all
holders
of
such
ENLK
Equity
Awards)
will
be
converted
into
awards
with
respect
to
ENLC
Common
Units,
without
any
action
on
the
part
of
the
holder
thereof,
that
will
be
subject
to
substantially
the
same
terms
as
were
applicable
to
such
ENLK
Equity
Awards
immediately
prior
to
the
Effective
Time;
·
certain
executive
officers
of
EGP
and
EMM
hold
ENLK
Equity
Awards
comprised
of
ENLK
Performance
Units
and
ENLC
Equity
Awards
comprised
of
ENLC
Performance
Units,
which
will
be
modified
in
connection
with
the
Merger,
such
that,
the
performance
metric
with
respect
to
such
awards
will,
on
a
weighted
average
basis,
(i)
continue
to
apply
to
the
average
total
shareholder
return
(or
"TSR"
(as
defined
in
the
applicable
award
agreements))
performance
of
ENLK
and
ENLC
relative
to
the
TSR
performance
of
the
"Peer
Companies"
(as
defined
in
the
applicable
award
agreements)
with
respect
to
periods
preceding
the
Effective
Time,
and
(ii)
apply
solely
to
the
TSR
performance
of
ENLC
relative
to
the
TSR
performance
of
the
Peer
Companies
with
respect
to
periods
on
and
after
the
Effective
Time;
·
all
of
the
officers
of
EGP
are
also
officers
of
EMM
and
are
compensated,
in
part,
based
on
the
performance
of
ENLC
and
are
expected
to
continue
to
serve
as
officers
of
EMM
following
the
Merger;
·
all
of
the
directors
and
executive
officers
of
EGP
have
the
right
to
indemnification
under
the
organizational
documents
of
EGP,
the
ENLK
Partnership
Agreement,
and
the
Merger
Agreement,
and
will
receive
continued
indemnification
for
their
actions
as
directors
and
executive
officers;
·
certain
members
of
the
ENLK
Board,
none
of
whom
is
a
member
of
the
ENLK
Conflicts
Committee,
own
ENLC
Common
Units;
·
certain
members
of
the
ENLK
Board,
none
of
whom
is
a
member
of
the
ENLK
Conflicts
Committee,
also
serve
as
officers
of
EMM,
have
certain
duties
to
the
members
of
ENLC
and
are
compensated,
in
part,
based
on
the
performance
of
ENLC;
·
Barry
E.
Davis,
William
J.
Brilliant,
Leldon
E.
Echols,
Michael
J.
Garberding,
Matthew
C.
Harris,
and
William
A.
Woodburn,
each
of
whom
is
a
member
of
the
ENLK
Board,
also
are
members
of
the
ENLC
Board;
and
·
Christopher
Ortega,
a
member
of
the
ENLK
Board,
was
designated
by
TPG
as
a
member
of
the
ENLK
Board
pursuant
to
a
Board
Representation
Agreement,
dated
January
7,
2016,
among
6
Table
of
Contents
TPG,
EGP,
EMI,
and
ENLK.
Pursuant
to
the
Preferred
Restructuring
Agreement
and
the
Amended
and
Restated
Board
Representation Agreement
to
be
entered
into
upon
consummation
of
the
Merger,
Mr.
Ortega
or
another
designee
of
TPG
will
be
appointed
as
a
member
of the
ENLC
Board.
TPG
and
the
Goldman
Parties
are
the
owners
of
Enfield,
the
record
holder
of
all
of
the
ENLK
Series
B
Units.
See
"The Preferred
Restructuring
Agreement"
for
a
description
of
the
treatment
of
the
ENLK
Series
B
Units
in
connection
with
the
Transactions.
The
Merger
Agreement
(see
page
93)
The
Merger
Agreement
is
attached
to
this
joint
information
statement/proxy
statement/prospectus
as
Annex
A
and
is
incorporated
by
reference
into
this joint
information
statement/proxy
statement/prospectus.
You
should
read
carefully
the
Merger
Agreement
in
its
entirety
because
it,
and
not
this
joint information
statement/proxy
statement/prospectus,
is
the
legal
document
that
governs
the
terms
of
the
Transactions,
including
the
Merger.
For
more information,
please
read
the
section
entitled
"The
Merger
Agreement"
beginning
on
page
93.
Structure
of
the
Merger
Upon
the
terms
and
subject
to
the
conditions
set
forth
in
the
Merger
Agreement
and
in
accordance
with
Delaware
law,
Merger
Sub
will
be
merged
with and
into
ENLK,
with
ENLK
surviving
as
a
subsidiary
of
ENLC
(the
"surviving
entity").
Merger
Consideration;
Other
Effects
of
the
Merger
Merger
Consideration
The
Merger
Agreement
provides
that,
at
the
Effective
Time,
each
ENLK
Public
Unit
issued
and
outstanding
immediately
prior
to
the
Effective
Time will
be
converted
into
the
right
to
receive
1.15
ENLC
Common
Units.
No
fractional
ENLC
Common
Units
will
be
issued
in
the
Merger;
instead,
all fractional
ENLC
Common
Units
to
which
an
ENLK
Public
Unitholder
would
otherwise
be
entitled
will
be
aggregated
and
the
resulting
fraction
will
be rounded
up
to
the
nearest
whole
ENLC
Common
Unit.
Treatment
of
ENLK
Series
B
Units
and
ENLK
Series
C
Units
The
Merger
Agreement
provides
that,
at
the
Effective
Time,
(i)
all
ENLK
Series
B
Units
issued
and
outstanding
immediately
prior
to
the
Effective Time
will,
at
the
Effective
Time,
continue
to
be
issued
and
outstanding
and
represent
limited
partner
interests
in
the
surviving
entity,
and
the
terms
thereof will
be
amended
as
set
forth
in
the
Amended
ENLK
Partnership
Agreement
(as
described
and
defined
below
in
the
section
entitled
"Preferred
Restructuring Agreement--Amended
ENLK
Partnership
Agreement");
and
(ii)
all
ENLK
Series
C
Units
issued
and
outstanding
immediately
prior
to
the
Effective
Time will,
at
the
Effective
Time,
continue
to
be
issued
and
outstanding
and
represent
limited
partner
interests
in
the
surviving
entity.
No
consideration
will
be delivered
to
the
ENLK
Series
B
Unitholders
or
the
holders
of
ENLK
Series
C
Units
in
respect
thereof.
Treatment
of
ENLK-Owned
and
ENLC-Owned
Interests
The
Merger
Agreement
provides
that,
at
the
Effective
Time,
(a)
any
ENLK
Common
Units
that
are
owned
immediately
prior
to
the
Effective
Time
by ENLK
will
automatically
be
cancelled
and
cease
to
exist,
(b)
all
of
the
(i)
ENLK
Common
Units
owned
immediately
prior
to
the
Effective
Time
by
the ENLC
Group
and
(ii)
the
general
partner
interest
in
ENLK
owned
immediately
prior
to
the
Effective
Time
by
EGP,
in
each
case,
will
be
unaffected
by
the Merger
and
will
remain
outstanding
in
the
surviving
entity
as
set
forth
in
the
Amended
ENLK
Partnership
Agreement,
and
such
ENLK
Common
Units
and general
partner
interest
will
continue
to
represent
partnership
interests
in
the
surviving
entity,
and
(c)
the
Incentive
Distribution
Rights
will
be
cancelled
and cease
to
exist.
7
Table
of
Contents
Treatment
of
ENLK
Equity
Awards
The
Merger
Agreement
provides
that,
at
the
Effective
time,
each
ENLK
Equity
Award
will
automatically
be
converted
into
the
right
to
receive
a comparable
award
with
respect
to
ENLC
Common
Units,
as
more
fully
described
in
the
section
entitled
"The
Merger
Agreement--Other
Effects
of
the Merger--Treatment
of
ENLK
Equity
Awards."
For
more
information
regarding
the
effects
of
the
Merger,
see
"The
Merger
Agreement--Merger
Consideration"
and
"The
Merger
Agreement--Other Effects
of
the
Merger."
Conditions
to
Completion
of
the
Merger
ENLC
and
ENLK
currently
expect
to
complete
the
Merger
shortly
following
the
conclusion
of
the
ENLK
Unitholder
Meeting,
subject
to
the
receipt
of the
required
ENLK
Unitholder
Approval
and
regulatory
approvals
and
clearances
and
to
the
satisfaction
or
waiver
of
the
other
conditions
to
the
Transactions described
below.
As
more
fully
described
in
the
section
entitled
"The
Merger
Agreement--Conditions
to
the
Completion
of
the
Merger,"
the
parties'
obligations
to complete
the
Transactions
depend
on
the
satisfaction
of
a
number
of
closing
conditions
(unless
such
closing
conditions
are
waived,
to
the
extent
legally permissible),
including
the
following:
·
the
Merger
Agreement
having
been
approved
by
the
ENLK
Unitholder
Approval;
·
the
ENLC
Unitholder
Approval
remaining
in
effect
in
the
form
of
the
ENLC
Written
Consent,
and
such
ENLC
Unitholder
Approval
in
the
form
of
the
ENLC
Written
Consent
not
having
been
amended,
modified,
withdrawn,
terminated,
or
revoked;
·
any
waiting
period
(and
any
extensions
thereof)
applicable
to
the
Transactions
under
the
HSR
Act
having
expired
or
been
terminated;
·
no
order,
decree,
or
injunction
of
any
court
or
agency
of
competent
jurisdiction
being
in
effect,
and
no
law
having
been
enacted
or
adopted,
that
enjoins,
prohibits,
or
makes
illegal
consummation
of
any
of
the
Transactions,
and
no
action,
proceeding,
or
investigation
by
any
governmental
authority
with
respect
to
the
Transactions
being
pending
that
seeks
to
restrain,
enjoin,
prohibit,
delay,
or
make
illegal
the
consummation
of
the
Merger
or
the
other
Transactions
or
to
impose
any
material
restrictions
or
requirements
thereon
or
on
ENLC
or
ENLK
with
respect
thereto;
·
this
joint
information
statement/proxy
statement/prospectus
having
been
distributed
to
ENLC
Unitholders
(in
accordance
with
Regulation
14C
promulgated
under
the
Exchange
Act)
at
least
20
calendar
days
prior
to
the
closing;
·
the
registration
statement
of
which
this
joint
information
statement/proxy
statement/prospectus
forms
a
part
having
become
effective
under
the
Securities
Act,
no
stop
order
suspending
the
effectiveness
of
such
registration
statement
having
been
issued
and
no
proceedings
for
that
purpose
having
been
initiated
or
threatened
by
the
SEC
or
any
other
governmental
authority;
·
the
ENLC
Common
Units
to
be
issued
in
the
Merger
having
been
approved
for
listing
on
the
NYSE,
subject
to
official
notice
of
issuance;
·
subject
to
certain
materiality
standards,
the
representations
and
warranties
of
the
other
applicable
parties
to
the
Merger
Agreement
being
true
and
correct,
and
such
parties
having
performed
their
obligations
under
the
Merger
Agreement
and
delivered
an
officer's
certificate
certifying
to
the
foregoing;
and
8
Table
of
Contents
·
EGP
having
executed
and
delivered
the
Amended
ENLK
Partnership
Agreement,
to
be
effective
as
of
the
Effective
Time,
and
EMM
having
executed
and
delivered
the
Amended
ENLC
Operating
Agreement,
to
be
effective
as
of
the
Effective
Time.
Termination
The
Merger
Agreement
may
be
terminated
at
any
time
prior
to
the
Effective
Time:
·
by
the
mutual
agreement
of
ENLK
(duly
authorized
by
the
ENLK
Conflicts
Committee)
and
ENLC
(duly
authorized
by
the
ENLC
Board);
·
by
either
ENLK
or
ENLC:
·
if
the
Merger
has
not
been
completed
by
June
30,
2019;
·
if
any
governmental
authority
has
issued
a
final
and
nonappealable
law
or
injunction
prohibiting
the
Transactions;
·
if
the
ENLK
Unitholder
Meeting
has
concluded,
a
vote
upon
the
approval
of
the
Merger
Agreement
has
been
taken,
and
the
ENLK
Unitholder
Approval
has
not
been
obtained;
·
by
ENLK:
·
if
there
is
a
breach
by
any
of
EMM,
ENLC,
or
Merger
Sub
of
its
representations,
warranties,
covenants,
or
agreements
in
the
Merger
Agreement,
such
that
certain
closing
conditions
would
not
be
satisfied,
and
such
breach
is
incapable
of
being
cured
or
is
not
cured
within
30
days
of
notice;
·
as
a
result
of
the
receipt
of
a
superior
proposal;
or
·
by
ENLC:
·
if
there
is
a
breach
by
any
of
EGP
or
ENLK
of
its
representations,
warranties,
covenants,
or
agreements
in
the
Merger
Agreement,
such
that
certain
closing
conditions
would
not
be
satisfied,
and
such
breach
is
incapable
of
being
cured
or
is
not
cured
within
30
days
of
notice;
or
·
if
a
recommendation
change
has
occurred
and
not
been
withdrawn
(provided
that
this
termination
right
may
only
be
exercised
prior
to
the
conclusion
of
the
ENLK
Unitholder
Meeting.
The
action
by
ENLK
or
ENLC
to
terminate
the
Merger
Agreement
is
subject
to
certain
requirements
to
refer
such
action
to
the
ENLK
Conflicts Committee
or
ENLC
Conflicts
Committee,
as
applicable,
and
provide
such
committee
two
business
days
to
make
a
recommendation
to
the
ENLK
Board
or ENLC
Board,
as
applicable,
which
board
is
not
obligated
to
follow
such
recommendation.
For
more
information,
please
read
"The
Merger
Agreement-- Termination
of
the
Merger
Agreement."
Following
the
termination
of
the
Merger
Agreement
under
specified
circumstances
further
described
in
"The
Merger
Agreement--Termination
Fee
and Expense
Reimbursement,"
ENLC
may
be
required
to
pay
the
out-of-pocket
costs
and
expenses
incurred
by
EGP
and
ENLK
in
connection
with
the
Merger Agreement
or
ENLK
may
be
required
to
pay
the
out-of-pocket
costs
and
expenses
in
connection
with
the
Merger
Agreement,
in
either
case,
up
to
a maximum
of
$5
million,
or
ENLK
may
be
required
to
pay
ENLC
a
termination
fee
of
$55
million.
Material
U.S.
Federal
Income
Tax
Consequences
of
the
Merger
(see
page
167)
The
receipt
of
ENLC
Common
Units
in
exchange
for
ENLK
Common
Units
pursuant
to
the
Merger
Agreement
will
be
a
taxable
transaction
for
U.S. federal
income
tax
purposes
to
U.S.
Holders
9
Table
of
Contents
(as
defined
in
the
section
titled
"Material
U.S.
Federal
Income
Tax
Consequences").
In
such
case,
a
U.S.
Holder
who
receives
ENLC
Common
Units
in exchange
for
ENLK
Common
Units
pursuant
to
the
Merger
Agreement
will
recognize
ordinary
income
to
the
extent
of
the
U.S.
Holder's
share
of depreciation
recapture,
other
"unrealized
receivables,"
and
"inventory
items"
owned
by
ENLK
and
its
subsidiaries
and
capital
gain
or
capital
loss
in
an amount
equal
to
the
difference
between:
·
the
sum
of
(i)
the
fair
market
value
of
the
ENLC
Common
Units
received
and
(ii)
such
U.S.
Holder's
share
of
ENLK's
nonrecourse
liabilities
immediately
prior
to
the
Merger;
and
·
the
sum
of
(i)
such
U.S.
Holder's
adjusted
tax
basis
in
the
ENLK
Common
Units
exchanged
therefor
(which
tax
basis
includes
such
U.S.
Holder's
share
of
ENLK's
nonrecourse
liabilities
immediately
prior
to
the
Merger)
and
(ii)
the
amount
of
ordinary
income
recognized
by
such
U.S.
Holder
as
described
above.
Capital
gain
recognized
by
an
individual
on
the
sale
of
common
units
held
for
more
than
twelve
months
will
generally
be
taxed
at
the
U.S.
federal income
tax
rate
applicable
to
long-term
capital
gains.
A
U.S.
Holder's
passive
losses
in
respect
of
its
ENLK
Common
Units
that
were
not
deductible
by
the U.S.
Holder
in
prior
taxable
periods
because
they
exceeded
the
U.S.
Holder's
share
of
ENLK's
income
may
become
available
to
offset
a
portion
of
the
gain recognized
by
such
U.S.
Holder.
The
U.S.
federal
income
tax
consequences
of
the
Merger
to
an
ENLK
Common
Unitholder
will
depend
on
such
unitholder's
own
personal
tax
situation. Accordingly,
you
are
strongly
urged
to
consult
your
tax
advisor
for
a
full
understanding
of
the
particular
tax
consequences
of
the
Merger
to
you.
See
the
section
titled
"Material
U.S.
Federal
Income
Tax
Consequences"
for
a
more
complete
discussion
of
U.S.
federal
income
tax
consequences
of
the Merger.
The
Support
Agreements
(see
page
113)
Concurrently
with
the
execution
and
delivery
of
the
Merger
Agreement,
ENLC,
GIP
Stetson
I,
Acacia,
and
EMI
entered
into
the
ENLK
Support Agreement
with
ENLK,
pursuant
to
which
GIP
Stetson
I,
Acacia,
and
EMI,
the
Supporting
Common
Unitholders,
agreed
to,
among
other
things
and
while the
ENLK
Support
Agreement
remains
in
effect,
vote
the
94,660,600
ENLK
Common
Units,
68,248,199
ENLK
Common
Units,
and
20,280,252
ENLK Common
Units
(representing,
in
the
aggregate,
approximately
44.5%
of
the
outstanding
ENLK
Voting
Units)
held
of
record
and
beneficially
by
each
of
the Supporting
Common
Unitholders,
respectively,
in
favor
of
the
approval
of
the
ENLK
Merger
Proposal
and,
if
necessary,
the
ENLK
Adjournment
Proposal.
Additionally,
concurrently
with
the
execution
of
the
Merger
Agreement,
the
Enfield
Parties
and
ENLK
entered
into
the
Enfield
Support
Agreement, pursuant
to
which,
among
other
things
and
while
the
Enfield
Support
Agreement
remains
in
effect,
Enfield
agreed
to
vote
the
ENLK
Series
B
Units
that
it held
as
of
such
time
and
any
additional
ENLK
Series
B
Units
it
acquired
in
favor
of
the
approval
of
the
ENLK
Merger
Proposal
and,
if
necessary,
the
ENLK Adjournment
Proposal.
Enfield
holds
58,728,994
ENLK
Series
B
Units
of
record
(representing
approximately
14.3%
of
the
outstanding
ENLK
Voting Units).
Additionally,
concurrently
with
the
execution
of
the
Merger
Agreement,
GIP
Stetson
II
and
ENLK
entered
into
the
GIP
Support
Agreement,
pursuant
to which
GIP
Stetson
II
agreed
to,
among
other
things,
vote
the
115,495,669
ENLC
Common
Units
(representing
approximately
63.7%
of
the
outstanding ENLC
Common
Units)
held
of
record
and
beneficially
by
GIP
Stetson
II
in
favor
of
the
adoption
of
the
ENLC
Unit
Issuance
and
any
related
matter
that must
be
approved
by
the
ENLC
Unitholders
in
order
for
the
Transactions,
including
the
ENLC
Unit
Issuance,
to
be
consummated.
GIP
Stetson
II
has executed
and
delivered
the
ENLC
Written
Consent.
Pursuant
to
the
GIP
Support
Agreement,
GIP
Stetson
II
agreed
that
it
will
not
amend,
modify,
withdraw, terminate,
or
revoke
the
ENLC
Written
Consent.
10
Table
of
Contents
The
Supporting
Voting
Unitholders
collectively
own
ENLK
Voting
Units
representing
approximately
58.8%
of
the
outstanding
ENLK
Voting
Units. As
a
result,
the
affirmative
vote
by
the
Supporting
Voting
Unitholders
will
be
sufficient
to
approve
the
ENLK
Merger
Proposal
and,
if
necessary, the
ENLK
Adjournment
Proposal.
For
more
information,
please
read
"The
Support
Agreements."
Directors
and
Executive
Officers
of
EMM
Following
the
Merger
(see
page
120)
ENLC
expects
that
the
directors
and
executive
officers
of
EMM
prior
to
the
Merger
will
continue
as
directors
and
executive
officers
of
EMM
after
the Merger.
However,
GIP
Stetson
I,
the
sole
owner
of
EMM,
is
entitled
to
appoint
all
of
the
members
of
the
ENLC
Board
in
its
sole
discretion,
and
may determine
to
remove
or
replace
any
member
of
the
ENLC
Board,
or
appoint
one
or
more
additional
members
of
the
ENLC
Board,
in
connection
with
the consummation
of
the
Merger
or
otherwise.
As
of
the
date
of
this
joint
information
statement/proxy
statement/prospectus,
GIP
Stetson
I
has
not
taken
any action
under
the
Second
Amended
and
Restated
Limited
Liability
Company
Agreement
of
EMM
(the
"EMM
LLC
Agreement")
to
effect
any
such
changes to
the
composition
of
the
ENLC
Board.
In
addition,
pursuant
to
the
Preferred
Restructuring
Agreement
and
the
Amended
and
Restated
Board
Representation Agreement
to
be
entered
into
upon
consummation
of
the
Merger,
Mr.
Ortega
or
another
designee
of
TPG
will
be
appointed
as
a
member
of
the
ENLC
Board.
No
Dissenters'
or
Appraisal
Rights
(see
page
86)
Under
the
Delaware
LP
Act
and
the
ENLK
Partnership
Agreement,
there
are
no
dissenters'
or
appraisal
rights
for
the
ENLK
Unitholders
with
respect
to the
Transactions.
Required
Regulatory
Approvals
(see
page
86)
In
order
to
consummate
the
Transactions,
a
filing
must
be
made
under
the
HSR
Act
and
the
rules
promulgated
thereunder
by
the
FTC,
and
the
waiting period,
and
any
extension
thereof,
must
have
expired
or
been
terminated.
During
the
waiting
period,
and
any
extension
thereof,
the
FTC
and
the
DOJ
may request
additional
information
or
take
such
action
under
the
antitrust
laws
as
the
agencies
deem
necessary
or
desirable
in
the
public
interest,
including seeking
to
enjoin
the
completion
of
the
Transactions.
ENLK
and
GIP
Stetson
II
filed
the
requisite
HSR
Act
notification
forms
on
November
2,
2018,
and early
termination
of
the
waiting
period
was
granted
on
November
14,
2018.
There
are
no
other
federal
or
state
regulatory
requirements
that
must
be complied
with
or
approvals
that
must
be
obtained
in
connection
with
the
Transactions.
Accounting
Treatment
(see
page
86)
The
Merger
will
be
accounted
for
in
accordance
with
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
810,
Consolidation
. As
ENLC
controls
ENLK
and
will
continue
to
control
ENLK
after
the
Merger,
the
changes
in
ENLC's
ownership
interests
in
ENLK
will
be
accounted
for
as an
equity
transaction
and
no
gain
or
loss
on
the
Merger
will
be
recognized
in
ENLC's
consolidated
statements
of
operations.
Listing
of
ENLC
Common
Units
to
be
Issued
in
the
Merger;
Delisting
and
Deregistration
of
ENLK
Common
Units
(see
page
86)
ENLC
expects
to
obtain
approval
to
list
on
the
NYSE
the
ENLC
Common
Units
to
be
issued
pursuant
to
the
Merger
Agreement,
which
approval (subject
to
official
notice
of
issuance)
is
a
condition
to
closing
the
Merger.
Upon
completion
of
the
Merger,
ENLK
Common
Units
currently
listed
on
the NYSE
will
cease
to
be
listed
on
the
NYSE
and
will
be
subsequently
deregistered
under
the
Exchange
Act.
11
Table
of
Contents
Summary
of
Risk
Factors
(see
page
21)
You
should
consider
carefully
all
of
the
risk
factors
together
with
all
of
the
other
information
included
in
this
joint
information
statement/proxy statement/prospectus
before
deciding
how
to
vote.
The
risks
related
to
the
Merger
and
the
Transactions
and
ENLC
Common
Units
are
described
under
the caption
"Risk
Factors"
beginning
on
page
21
on
this
joint
information
statement/proxy
statement/prospectus.
Some
of
these
risks
include,
but
are
not
limited to,
those
described
below:
·
Because
the
Exchange
Ratio
is
fixed
and
because
the
market
price
of
ENLC
Common
Units
will
fluctuate
prior
to
the
completion
of
the
Merger,
ENLK
Public
Unitholders
cannot
be
sure
of
the
market
value
of
the
ENLC
Common
Units
they
will
receive
as
merger
consideration
relative
to
the
value
of
ENLK
Common
Units
they
exchange.
·
Under
certain
specified
circumstances,
ENLK
may
be
responsible
for
ENLC's
expenses
or
paying
to
ENLC
a
termination
fee
or
ENLC
may
be
required
to
pay
ENLK's
expenses.
·
ENLK
is
subject
to
provisions
in
the
Merger
Agreement
that
limit
its
ability
to
pursue
alternatives
to
the
Merger
and
that
could
discourage
a
potential
competing
acquirer
from
making
a
favorable
alternative
transaction
proposal.
·
Financial
projections
by
EnLink
may
not
prove
accurate
and
unaudited
pro
forma
financial
statements
included
in
this
joint
information
statement/proxy
statement/prospectus
are
presented
for
illustrative
purposes
only.
Such
projections
and
unaudited
pro
forma
financial
statements
may
not
be
an
indication
of
ENLC's
financial
condition
or
results
of
operations
following
the
Transactions.
Any
potential
decline
in
the
financial
condition
or
results
of
operations
of
ENLC
may
cause
significant
variations
in
the
price
of
ENLC
Common
Units
and/or
could
have
a
material
adverse
effect
on
the
price
of
ENLC
Common
Units
and
ENLC's
ability
to
make
distributions
following
the
completion
of
the
Transactions.
·
The
Merger
will
be
a
taxable
transaction
to
ENLK
Common
Unitholders
and,
in
such
case,
the
resulting
tax
liability
of
an
ENLK
Common
Unitholder,
if
any,
will
depend
on
the
unitholder's
particular
situation.
ENLK
Common
Unitholders
will
receive
no
cash
consideration
with
which
to
pay
any
potential
U.S.
federal
income
tax
liability
resulting
from
the
Merger.
·
The
tax
liability
of
an
ENLK
Common
Unitholder
as
a
result
of
the
Merger
could
be
more
than
expected.
·
The
Transactions
are
subject
to
conditions,
including
some
conditions
that
may
not
be
satisfied
on
a
timely
basis,
if
at
all,
and
the
Merger
Agreement
contains
certain
termination
rights
for
both
ENLK
and
ENLC.
Failure
to
complete
the
Transactions,
or
significant
delays
in
completing
the
Transactions,
could
negatively
affect
EnLink's
future
business
and
financial
results
and
the
trading
prices
of
ENLC
Common
Units
and
ENLK
Common
Units.
·
Maintaining
credit
ratings
is
under
the
control
of
ratings
agencies,
which
are
independent
third
parties.
There
can
be
no
assurances
that
EnLink's
credit
ratings
will
be
affirmed
following
the
consummation
of
the
Transactions,
and
changes
to
EnLink's
credit
ratings
could
negatively
impact
ENLC's
access
to
capital
and
costs
of
doing
business.
·
ENLK
and
ENLC
may
be
targets
of
securities
class
action
and
derivative
lawsuits,
which
could
result
in
substantial
costs
and
may
delay
or
prevent
the
completion
of
the
Transactions.
·
The
date
ENLK
Public
Unitholders
will
receive
the
merger
consideration
depends
on
the
completion
date
of
the
Merger,
which
is
uncertain.
·
If
the
Merger
does
not
occur,
ENLC
and
ENLK
will
not
benefit
from
the
expenses
they
have
incurred
in
the
pursuit
of
the
Merger.
12
Table
of
Contents
·
Directors
and
executive
officers
of
EMM
and
EGP
have
certain
interests
that
are
different
from
those
of
the
ENLC
Unitholders
and
ENLK
Unitholders
generally.
·
The
opinions
rendered
to
the
ENLC
Conflicts
Committee
and
the
ENLK
Conflicts
Committee
by
their
respective
financial
advisors
on
October
21,
2018,
were
based
on
the
financial
analysis
performed
by
the
applicable
financial
advisor,
which
were
based
on
information
made
available
to
the
financial
advisor,
as
of
the
date
of
its
opinion
and
financial,
economic,
monetary,
market,
regulatory,
and
other
conditions
as
they
existed
and
as
could
be
evaluated
on
the
date
thereof.
As
a
result,
these
opinions
do
not
reflect
changes
in
events
or
circumstances
after
the
date
of
the
opinions.
The
ENLC
Conflicts
Committee
and
ENLK
Conflicts
Committee
have
not
requested,
and
do
not
expect
to
request,
updated
opinions
from
their
respective
financial
advisors
reflecting
changes
in
circumstances
that
may
have
occurred
since
the
signing
of
the
Merger
Agreement.
·
The
U.S.
federal
income
tax
treatment
of
owning
and
disposing
of
ENLC
Common
Units
received
in
the
Merger
will
be
different
than
the
U.S.
federal
income
tax
treatment
of
owning
and
disposing
of
the
ENLK
Common
Units
surrendered
in
the
Merger.
·
ENLC's
ability
to
use
net
operating
losses
("NOLs")
to
offset
future
income
may
be
limited.
·
ENLC's
future
tax
liability
may
be
greater
than
expected
if
it
does
not
generate
NOLs
sufficient
to
offset
taxable
income
or
if
tax
authorities
challenge
certain
of
its
tax
positions.
·
The
recently
passed
comprehensive
tax
reform
bill
could
adversely
affect
ENLC's
business
and
financial
condition.
For
more
information,
see
"Risk
Factors."
13
Table
of
Contents
SUMMARY
HISTORICAL
AND
PRO
FORMA
FINANCIAL
INFORMATION
OF
ENLC
AND
ENLK
The
following
selected
historical
consolidated
financial
data
included
in
this
joint
information
statement/proxy
statement/prospectus
reflects
(a)
for periods
prior
to
March
7,
2014,
the
assets,
liabilities,
and
operations
of
EnLink
Midstream
Holdings,
LP
Predecessor
(the
"Predecessor"),
the
predecessor
to EnLink
Midstream
Holdings,
LP
("Midstream
Holdings"),
which
is
the
historical
predecessor
of
ENLK
and
(b)
for
periods
on
or
after
March
7,
2014,
the results
of
operations
of
ENLK
after
giving
effect
to
certain
transactions
pursuant
to
which
ENLK
acquired
Midstream
Holdings
(the
"Business Combination").
The
Predecessor
was
comprised
of
all
of
the
U.S.
midstream
assets
and
operations
of
Devon
prior
to
the
Business
Combination.
However,
in connection
with
the
Business
Combination,
only
certain
of
the
Predecessor's
systems
and
assets
located
in
Texas
and
Oklahoma
were
contributed
to Midstream
Holdings,
effective
as
of
March
7,
2014.
Selected
Historical
Financial
Information
of
ENLC
The
following
table
presents
the
selected
historical
consolidated
financial
data
of
ENLC
and
the
Predecessor
for
the
periods
indicated.
Financial
data for
the
years
ended
December
31,
2017,
2016,
2015,
and
2014
reflect
acquisitions
and
dispositions
for
periods
subsequent
to
the
applicable
transaction
date. The
selected
historical
statement
of
operations
data
for
the
years
ended
December
31,
2017,
2016,
and
2015
and
the
balance
sheet
data
as
of
December
31, 2017
and
2016
are
derived
from
the
audited
financial
statements
of
ENLC
included
in
ENLC's
Annual
Report
on
Form
10-K
for
the
year
ended December
31,
2017,
which
is
incorporated
by
reference
into
this
joint
information
statement/proxy
statement/prospectus.
The
selected
historical
statement
of operations
data
for
the
three
months
ended
September
30,
2018
and
2017
and
the
balance
sheet
data
as
of
September
30,
2018
are
derived
from
the unaudited
financial
statements
of
ENLC
included
in
ENLC's
Quarterly
Report
on
Form
10-Q
for
the
three
months
ended
September
30,
2018,
which
is incorporated
by
reference
into
this
joint
information
statement/proxy
statement/prospectus.
The
selected
historical
statement
of
operations
data
for
the
years ended
December
31,
2014
and
2013
and
the
balance
sheet
data
as
of
December
31,
2015,
2014,
and
2013
are
derived
from
the
audited
financial
statements of
ENLC
that
are
not
included
or
incorporated
by
reference
in
this
joint
information
statement/proxy
statement/prospectus.
The
selected
historical
consolidated
financial
data
should
be
read
together
with
"Management's
Discussion
and
Analysis
of
Financial
Condition
and Results
of
Operations"
and
the
consolidated
financial
statements
and
accompanying
notes
thereto
set
forth
in
ENLC's
Annual
Report
on
Form
10-K
for
the year
ended
December
31,
2017
and
ENLC's
Quarterly
Report
on
Form
10-Q
for
the
three
months
ended
September
30,
2018,
which
are
incorporated
by reference
into
this
joint
information
statement/proxy
statement/prospectus.
It
should
not
be
assumed
the
result
of
operations
for
any
past
14
Table
of
Contents
period
indicate
results
for
any
future
period.
For
more
information,
see
"Where
You
Can
Find
More
Information"
beginning
on
page
173.
Statement
of
Operations
Data:
Total
revenues
$
Total
operating
costs
and
expenses(2)
$
Net
income
(loss)
from
continuing
operations
$
Net
income
(loss)
$
Net
income
(loss)
attributable
to
EnLink
Midstream,
LLC
per
unit:
Basic
common
unit
$
Diluted
common
unit
$
Distributions
declared
per
common
unit
$
Nine
Months
Ended
September
30,
2018
2017
(Unaudited)
5,640.7
$ 3,983.4
$
5,296.8
$ 3,785.9
$
204.3
$ 204.3
$
60.5
$ 60.5
$
0.27
$ 0.26
$
0.06
$ 0.06
$
0.801
$ 0.765
$
EnLink
Midstream,
LLC
(In
millions,
except
per
unit
data)
2017
Year
Ended
December
31,
2016
2015
2014(1)
2013(1)
5,739.6
$ 4,252.4
$ 4,452.1
$ 3,507.8
$ 2,295.9
5,445.2
$ 4,926.9
$ 5,754.0
$ 3,153.5
$ 2,124.6
320.0
$ (888.2) $ (1,409.7) $ 249.7
$ 119.1
320.0
$ (888.2) $ (1,409.7) $ 250.7
$ 115.5
1.18
$ (2.56) $ (2.17) $ 0.55
$ --
1.17
$ (2.56) $ (2.17) $ 0.55
$ --
1.024
$ 1.020
$ 1.005
$ 0.865
$ 0.520
Balance
Sheet
Data
(end
of
period):
Property
and
equipment,
net
$ 6,875.7
$ 6,568.8
Total
assets
$ 11,198.3
$ 10,548.3
Long-term
debt
(including
current
maturities)
$ 4,336.8
$ 3,540.5
Members'
equity
including
non-controlling
interest
$ 5,375.4
$ 5,436.3
$ 6,587.0
$ 10,537.8
$ 3,542.1
$ 5,556.7
$ 6,256.7
$
$ 10,275.9
$
$ 3,295.3
$
$ 5,265.6
$
5,666.8
9,541.3
3,066.8
5,424.9
$ 5,042.8
$ 1,768.1
$ 10,206.7
$ 2,309.8
$ 2,022.5
$ --
$ 7,074.8
$ 1,783.7
(1) Prior
to
March
7,
2014,
ENLC's
financial
results
only
included
the
assets,
liabilities,
and
operations
of
the
Predecessor.
Beginning
on March
7,
2014,
ENLC's
financial
results
also
consolidated
the
assets,
liabilities,
and
operations
of
the
legacy
business
of
ENLK
prior to
giving
effect
to
the
Business
Combination.
(2) Includes
impairment
expenses
of
$24.6
million,
$8.8
million,
$17.1
million,
$873.3
million,
and
$1,563.4
million
for
the
nine
months ended
September
30,
2018
and
2017,
and
the
years
ended
December
31,
2017,
2016,
and
2015,
respectively.
Selected
Historical
Financial
Information
of
ENLK
The
following
table
presents
the
selected
historical
financial
data
of
ENLK
and
the
Predecessor
for
the
periods
indicated.
Financial
data
for
the
years ended
December
31,
2017,
2016,
2015,
and
2014
reflect
acquisitions
and
dispositions
for
periods
subsequent
to
the
applicable
transaction
date.
The
selected historical
statement
of
operations
data
for
the
years
ended
December
31,
2017,
2016,
and
2015
and
the
balance
sheet
data
as
of
December
31,
2017
and
2016 are
derived
from
the
audited
financial
statements
of
ENLK
included
in
ENLK's
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2017,
which is
incorporated
by
reference
into
this
joint
information
statement/proxy
statement/prospectus.
The
selected
historical
statement
of
operations
data
for
the three
months
ended
September
30,
2018
and
2017
and
the
balance
sheet
data
as
of
September
30,
2018
are
derived
from
the
unaudited
financial
statements of
ENLK
included
in
ENLK's
Quarterly
Report
on
Form
10-Q
for
the
three
months
ended
September
30,
2018,
which
is
incorporated
by
reference
into
this joint
information
statement/proxy
statement/prospectus.
The
selected
historical
statement
of
operations
data
15
Table
of
Contents
for
the
years
ended
December
31,
2014
and
2013
and
the
balance
sheet
data
as
of
December
31,
2015,
2014,
and
2013
are
derived
from
the
audited
financial statements
of
ENLK
that
are
not
included
or
incorporated
by
reference
in
this
joint
information
statement/proxy
statement/prospectus.
The
selected
historical
consolidated
financial
data
should
be
read
together
with
"Management's
Discussion
and
Analysis
of
Financial
Condition
and Results
of
Operations"
and
the
consolidated
financial
statements
and
accompanying
notes
thereto
set
forth
in
ENLK's
Annual
Report
on
Form
10-K
for
the year
ended
December
31,
2017
and
ENLK's
Quarterly
Report
on
Form
10-Q
for
the
three
months
ended
September
30,
2018,
which
are
incorporated
by reference
into
this
joint
information
statement/proxy
statement/prospectus.
It
should
not
be
assumed
the
result
of
operations
for
any
past
period
indicate results
for
any
future
period.
For
more
information,
see
"Where
You
Can
Find
More
Information"
beginning
on
page
173.
Statement
of
Operations
Data:
Total
revenues
$
Total
operating
costs
and
expenses(2)
$
Net
income
(loss)
from
continuing
operations
$
Net
income
(loss)
$
Net
income
(loss)
attributable
to
EnLink
Midstream
Partners,
LP
per
limited
partners'
unit:
Basic
and
diluted
common
unit
$
Distributions
declared
per
limited
partner
unit
$
Nine
Months
Ended
September
30,
2018
2017 (Unaudited)
EnLink
Midstream
Partners,
LP
(In
millions,
except
per
unit
data)
2017
Year
Ended
December
31,
2016
2015
2014(1)
2013(1)
5,640.7
$ 3,983.4
$ 5,739.6
$ 4,252.4
$ 4,452.1
$ 3,507.8
$ 2,295.9
5,291.5
$ 3,782.0
$ 5,440.1
$ 4,616.7
$ 5,749.5
$ 3,150.7
$ 2,124.6
229.9
$ 74.7
$ 154.8
$ (573.3) $ (1,378.2) $ 309.3
$ 119.1
229.9
$ 7.47
$ 154.8
$ (573.3) $ (1,378.2) $ 310.3
$ 115.5
0.24
$ (0.05) $ 0.05
$ (1.99) $ (4.66) $ 0.59
$ --
1.17
$ 1.17
$ 1.560
$ 1.560
$ 1.545
$ 1.470
$ --
Balance
Sheet
Data
(end
of
period):
Property
and
equipment,
net
$ 6,875.7
$ 6,568.8
$ 6,587.0
$ 6,256.7
$
Total
assets
$ 10,073.6
$ 9,426.1
$ 9,414.0
$ 9,153.4
$
Long-term
debt
(including
current
maturities)
$ 4,235.5
$ 3,466.8
$ 3,467.8
$ 3,268.0
$
Partners'
equity
including
non-
controlling
interest
$ 4,671.0
$ 4,866.0
$ 4,805.5
$ 4,640.4
$
5,666.8
$ 5,042.8
$ 1,768.1
8,092.8
$ 8,702.0
$ 2,309.8
3,066.8
$ 2,022.5
$ --
4,434.5
$ 6,025.9
$ 1,783.7
(1) Prior
to
March
7,
2014,
ENLK's
financial
results
only
included
the
assets,
liabilities,
and
operations
of
the
Predecessor.
Beginning
on March
7,
2014,
ENLK's
financial
results
also
consolidated
the
assets,
liabilities,
and
operations
of
the
legacy
business
of
ENLK
prior to
giving
effect
to
the
Business
Combination.
(2) Includes
impairment
expenses
of
$24.6
million,
$8.8
million,
$17.1
million,
$566.3
million,
and
$1,563.4
million
for
the
nine
months ended
September
30,
2018
and
2017,
and
the
years
ended
December
31,
2017,
2016,
and
2015,
respectively.
Selected
Unaudited
Pro
Forma
Condensed
Combined
Financial
Information
The
following
table
sets
forth
selected
unaudited
pro
forma
condensed
consolidated
financial
information
for
ENLC
after
giving
effect
to
the
Merger. The
selected
unaudited
pro
forma
condensed
consolidated
financial
information
is
derived
from
the
unaudited
pro
forma
consolidated
financial
statements included
in
this
joint
information
statement/proxy
statement/prospectus
and
should
be
read
16
Table
of
Contents
in
conjunction
with
the
section
entitled
"Unaudited
Pro
Forma
Condensed
Consolidated
Financial
Statements"
and
related
notes
included
in
this
joint information
statement/proxy
statement/prospectus
beginning
on
page
F-1.
Statement
of
Operations
Data: Total
revenues Total
operating
costs
and
expenses Net
income Net
income
attributable
to
EnLink
Midstream,
LLC Net
income
attributable
to
EnLink
Midstream,
LLC
per
unit:
Basic
common
unit Diluted
common
unit Distributions
declared
per
common
unit
EnLink
Midstream,
LLC
(In
millions,
except
per
unit
data)
Nine
months
ended
Year
Ended
September
30,
2018
December
31,
2017
$
5,640.7
$
5,739.6
$
5,296.8
$
5,445.2
$
189.2
$
316.8
$
97.0
$
223.0
$
0.20
$
0.47
$
0.20
$
0.46
$
.942
$
1.257
Balance
Sheet
Data
(end
of
period): Property
and
equipment,
net Total
assets Long-term
debt
(including
current
maturities) Members'
equity
$
6,875.7
$
11,510.3
$
4,336.8
$
6,049.2
17
Table
of
Contents
UNAUDITED
COMPARATIVE
AND
PRO
FORMA
PER
UNIT
INFORMATION
The
following
table
sets
forth
(i)
historical
per
unit
information
of
ENLC,
(ii)
the
unaudited
pro
forma
per
common
unit
information
of
ENLC
after giving
pro
forma
effect
to
the
Merger,
and
(iii)
the
historical
and
equivalent
pro
forma
per
common
unit
information
of
ENLK.
This
information
should
be
read
in
conjunction
with
(i)
the
summary
historical
financial
information
included
elsewhere
in
this
joint
information statement/proxy
statement/prospectus,
(ii)
the
historical
consolidated
financial
statements
of
ENLC
and
ENLK
and
related
notes
that
are
incorporated
by reference
in
this
joint
information
statement/proxy
statement/prospectus,
and
(iii)
the
"Unaudited
Pro
Forma
Condensed
Consolidated
Financial
Statements" and
related
notes
included
in
this
joint
information
statement/proxy
statement/prospectus
beginning
on
page
F-1.
Historical--ENLK
Income
from
continuing
operations
per
common
unit--basic Income
from
continuing
operations
per
common
unit--diluted Distributions
per
common
unit
declared
for
the
period Book
value
per
common
unit(1) Historical--ENLC Income
from
continuing
operations
per
common
unit--basic Income
from
continuing
operations
per
common
unit--diluted Distributions
per
common
unit
declared
for
the
period Book
value
per
common
unit(1) Pro
forma
combined--ENLC Income
from
continuing
operations
per
common
unit--basic(2) Income
from
continuing
operations
per
common
unit--diluted(2) Distributions
per
common
unit
declared
for
the
period(3) Book
value
per
common
unit(4) Equivalent
pro
forma
combined--ENLK(5) Income
from
continuing
operations
per
common
unit--basic Income
from
continuing
operations
per
common
unit--diluted Distributions
per
common
unit
declared
for
the
period Book
value
per
common
unit
Nine
months
ended
Year
Ended
September
30,
December
31,
2018
2017
$
0.24
$
0.05
$
0.24
$
0.05
$
1.17
$
1.56
$
7.14
$
7.98
$
0.27
$
1.18
$
0.26
$
1.17
$
0.801
$
1.024
$
10.14
$
10.65
$
0.20
$
0.47
$
0.20
$
0.46
$
0.942
$
1.257
$
9.19
$
0.23
$
0.54
$
0.23
$
0.54
$
1.083
$
1.446
$
10.57
(1) The
historical
book
value
per
common
unit
was
calculated
as
follows
(in
millions):
Common
equity
or
capital,
as
applicable,
before
noncontrolling
interests
Divided
by:
Number
of
common
units
outstanding
as
of
end
of
period
Book
value
per
common
unit
As
of
December
31,
2017
ENLC
ENLK
$ 1,924.2
$ 2,791.6
180.6
349.7
$ 10.65
$ 7.98
18
Table
of
Contents
Common
equity
or
capital,
as
applicable,
before
noncontrolling
interests
Divided
by:
Number
of
common
units
outstanding
as
of
end
of
period
Book
value
per
common
unit
As
of
September
30,
2018
ENLC
ENLK
$ 1,838.4
$ 2,519.8
181.3
353.1
$ 10.14
$ 7.14
(2) Amount
is
from
the
unaudited
pro
forma
consolidated
financial
statements
included
under
"Unaudited
EnLink
Midstream,
LLC
Pro Form
Condensed
Combined
Financial
Statements."
(3) The
pro
forma
combined--ENLC
distributions
declared
per
common
unit
amount
was
calculated
as
follows
(in
millions):
Declared
distributions,
as
applicable,
in
the
period
to
the
public
(historical) Divided
by:
Pro
forma
combined
number
of
common
units
outstanding
as
of
date
of
record(6)
Distributions
per
common
unit
declared
in
the
period
(pro
forma)
Year
Ended
December
31,
2017
ENLC
ENLK
Total
$ 199.5
$ 410.6
$ 610.1
485.2
$ 1.257
Declared
distributions,
as
applicable,
in
the
period
to
the
public
(historical) Divided
by:
Pro
forma
combined
number
of
common
units
outstanding
as
of
date
of
record(6)
Distributions
per
common
unit
declared
in
the
period
(pro
forma)
Nine
months
ended
September
30,
2018
ENLK
ENLC
Total
$ 150.1
$ 312.6
$ 462.7
491.1
$ 0.942
(4) The
pro
forma
combined--ENLC,
book
value
per
common
unit
was
calculated
as
follows
(in
thousands,
except
per
unit
amounts):
Pro
forma
common
equity
before
noncontrolling
interests
Divided
by:
Pro
forma
combined
number
of
common
units
outstanding
as
of
end
of
period
Book
value
per
common
unit
As
of
September
30,
2018
$ 4,463.7
485.6
$
9.19
(5) Equivalent
pro
forma
amounts
are
calculated
by
multiplying
pro
forma
ENLC
amounts
by
the
Exchange
Ratio
of
1.15
19
Table
of
Contents
(6) Pro
forma
combined
number
of
common
units
calculated
as
follows
(in
millions,
except
exchange
ratio):
ENLC
historical
common
units
ENLK
common
units
outstanding
Less:
ENLK
common
units
owned
by
ENLC
ENLK
common
units
converted
to
ENLC
common
units
Exchange
rate
of
ENLC
common
units
to
be
issued
for
ENLK
common
units
ENLC
common
units
to
be
issued
for
ENLK
common
units
Pro
forma
common
units
outstanding
as
of
date
of
record
Non-vested
ENLK
restricted
units
to
be
converted
to
ENLC
restricted
units
Non-vested
ENLC
restricted
units
Pro
forma
common
units
outstanding
as
of
date
of
record
Year
Ended
December
31,
2017
180.6
349.7
(88.5)
261.2
1.15
300.4
481.0
2.3
1.9
485.2
ENLC
historical
common
units
ENLK
common
units
outstanding
Less:
ENLK
common
units
owned
by
ENLC
ENLK
common
units
converted
to
ENLC
common
units
Exchange
rate
of
ENLC
common
units
to
be
issued
for
ENLK
common
units
ENLC
common
units
to
be
issued
for
ENLK
common
units
Pro
forma
common
units
outstanding
as
of
date
of
record
Non-vested
ENLK
restricted
units
to
be
converted
to
ENLC
restricted
units
Non-vested
ENLC
restricted
units
Pro
forma
common
units
outstanding
as
of
date
of
record
Nine
Months
Ended
September
30,
2018
181.3
353.1
(88.5)
264.6
1.15
304.3
485.6
3.0
2.5
491.1
20
Table
of
Contents
RISK
FACTORS
You
should
consider
carefully
the
following
risk
factors,
together
with
all
of
the
other
information
included
in,
or
incorporated
by
reference
into,
this
joint information
statement/proxy
statement/prospectus
before
deciding
how
to
vote.
In
particular,
please
read
Part
I,
Item
1A,
"Risk
Factors,"
in
the
Annual
Reports
on Form
10-K
for
the
year
ended
December
31,
2017
for
each
of
ENLC
and
ENLK,
in
each
case,
as
updated
by
subsequent
Quarterly
Reports
on
Form
10-Q,
all
of which
are
incorporated
by
reference
herein.
This
document
also
contains
forward-looking
statements
that
involve
risks
and
uncertainties.
Please
read
"Cautionary Statement
Regarding
Forward-Looking
Statements."
Risks
Related
to
the
Transactions
Because
the
Exchange
Ratio
is
fixed
and
because
the
market
price
of
ENLC
Common
Units
will
fluctuate
prior
to
the
completion
of
the
Merger,
ENLK
Public Unitholders
cannot
be
sure
of
the
market
value
of
the
ENLC
Common
Units
they
will
receive
as
merger
consideration
relative
to
the
value
of
ENLK
Common Units
they
exchange.
The
market
value
of
the
consideration
that
ENLK
Public
Unitholders
will
receive
in
the
Merger
will
depend
on
the
trading
price
of
ENLC
Common
Units
at the
closing
of
the
Merger.
The
Exchange
Ratio
that
determines
the
number
of
ENLC
Common
Units
that
ENLK
Public
Unitholders
will
receive
in
the
Merger
is fixed
at
1.15
ENLC
Common
Units
for
each
ENLK
Common
Unit.
This
means
that
there
is
no
mechanism
contained
in
the
Merger
Agreement
that
would
adjust the
number
of
ENLC
Common
Units
that
ENLK
Public
Unitholders
will
receive
based
on
any
decreases
or
increases
in
the
trading
price
of
ENLC
Common
Units or
the
ENLK
Common
Units.
The
potential
diminution
in
value
experienced
by
ENLK
Public
Unitholders
in
the
Merger
could
be
substantial.
Unit
price
changes may
result
from
a
variety
of
factors
(many
of
which
are
beyond
ENLC's
and
ENLK's
control),
including:
·
changes
in
EnLink's
business,
operations,
and
prospects;
·
changes
in
market
assessments
of
EnLink's
business,
operations,
and
prospects;
·
changes
in
market
assessments
of
the
likelihood
that
the
Merger
will
be
completed;
·
interest
rates,
commodity
prices,
general
market,
industry,
and
economic
conditions
and
other
factors
generally
affecting
the
price
of
ENLC
Common
Units
or
ENLK
Common
Units;
and
·
federal,
state,
and
local
legislation,
governmental
regulation,
and
legal
developments
in
the
business
in
which
EnLink
operates.
If
the
price
of
ENLC
Common
Units
at
the
closing
of
the
Merger
is
less
than
the
price
of
ENLC
Common
Units
on
the
days
leading
up
to
the
signing
of
the Merger
Agreement,
then
the
market
value
of
the
merger
consideration
will
be
less
than
contemplated
at
the
time
the
Merger
Agreement
was
signed.
In
addition,
the
ENLK
Public
Unitholders
will
receive
as
Merger
Consideration
ENLC
Common
Units
that
are
expected
to
receive,
in
the
near
term,
lower distributions
per
unit,
after
giving
effect
to
the
Exchange
Ratio,
as
compared
to
each
ENLK
Common
Unit
if
the
Merger
were
not
consummated.
Under
certain
specified
circumstances,
ENLK
may
be
responsible
for
ENLC's
expenses
or
paying
to
ENLC
a
termination
fee
or
ENLC
may
be
required
to
pay ENLK's
expenses.
If
the
Merger
Agreement
is
terminated
(i)
by
ENLC
due
to
a
material
uncured
breach
by
EGP
or
ENLK
of
their
respective
representations,
warranties, covenants,
or
agreements
under
the
Merger
Agreement,
or
(ii)
by
ENLC
or
ENLK
due
to
a
failure
to
obtain
the
ENLK
Unitholder
Approval
when,
prior
to
the ENLK
Unitholder
Meeting,
a
recommendation
change
occurred,
ENLK
will
reimburse
to
ENLC
certain
expenses
of
the
ENLC
Group
up
to
$5
million.
In
addition, if
the
Merger
21
Table
of
Contents
Agreement
is
terminated
(a)
by
ENLC
following
a
recommendation
change
by
the
ENLK
Board
or
the
ENLK
Conflicts
Committee
or
(b)
by
ENLK
as
a
result
of receipt
of
a
superior
proposal,
ENLK
will
be
required
to
pay
to
ENLC
a
termination
fee
in
cash
in
an
amount
equal
to
$55
million.
See
"The
Merger
Agreement-- Termination
Fee
and
Expense
Reimbursement."
If
the
Merger
Agreement
is
terminated
by
ENLK
due
to
a
material
uncured
breach
by
EMM,
ENLC,
or
Merger
Sub
of
their
respective
representations, warranties,
covenants,
or
agreements
under
the
Merger
Agreement,
ENLC
will
reimburse
to
ENLK
certain
expenses
of
the
ENLK
Group
up
to
$5
million.
ENLK
is
subject
to
provisions
in
the
Merger
Agreement
that
limit
its
ability
to
pursue
alternatives
to
the
Merger
and
that
could
discourage
a
potential competing
acquirer
from
making
a
favorable
alternative
transaction
proposal.
Under
the
Merger
Agreement,
ENLK
is
restricted
from
pursuing
acquisition
proposals
(as
further
described
in
"The
Merger
Agreement--No
Solicitation
by ENLK
of
Acquisition
Proposals").
Under
certain
"no-shop"
covenants,
subject
to
certain
exceptions,
EGP
has
agreed
that
it
will
not,
and
will
cause
ENLK
and
its subsidiaries
not
to,
and
to
use
their
respective
reasonable
best
efforts
to
cause
EGP's,
ENLK's,
and
ENLK's
subsidiaries
directors,
officers,
employees,
counsel, investment
bankers,
financial
advisors,
and
other
representatives
not
to,
directly
or
indirectly:
·
initiate,
solicit,
or
knowingly
encourage
or
knowingly
facilitate
the
submission
of
any
acquisition
proposal
or
any
inquiries
or
proposals
that
could
reasonably
be
expected
to
lead
to
an
acquisition
proposal;
·
participate
in
any
discussions
or
negotiations
regarding,
or
furnish
to
any
person
any
non-public
information
regarding,
ENLK
in
connection
with
any
acquisition
proposal;
·
approve,
endorse,
recommend,
or
enter
into
any
confidentiality
agreement,
letter
of
intent,
option
agreement,
agreement
in
principle,
or
other
agreement
or
contract,
whether
written
or
oral,
with
any
person
(other
than
a
member
of
the
ENLC
Group)
concerning
an
acquisition
proposal
(except
as
permitted
by
the
Merger
Agreement);
·
terminate,
amend,
release,
modify,
or
fail
to
enforce
any
provision
of,
or
grant
any
permission,
waiver,
or
request
under,
any
standstill,
confidentiality,
or
similar
contract
entered
into
in
compliance
with
the
Merger
Agreement
by
EGP
or
any
member
of
the
ENLK
Group
in
respect
of
or
in
contemplation
of
an
acquisition
proposal;
·
take
any
action
to
make
the
provisions
of
any
"fair
price,"
"moratorium,"
"control
share
acquisition,"
"business
combination,"
or
any
other
anti-
takeover
statute
or
similar
statute
enacted
under
state
or
federal
law
inapplicable
to
any
transactions
contemplated
by
any
acquisition
proposal;
or
·
resolve
or
publicly
propose
or
announce
to
do
any
of
the
foregoing.
Subject
to
certain
exceptions,
EGP
has
also
agreed
to,
and
to
cause
ENLK
and
its
subsidiaries
to,
and
to
use
its
reasonable
best
efforts
to
cause
EGP's, ENLK's,
and
ENLK's
subsidiaries'
directors,
officers,
employees,
counsel,
investment
bankers,
financial
advisors,
and
other
representatives
to,
(a)
immediately cease
and
cause
to
be
terminated
any
discussions
or
negotiations
with
any
persons
conducted
prior
to
the
execution
of
the
Merger
Agreement
regarding
an acquisition
proposal,
and
(b)
immediately
prohibit
any
access
by
any
persons
to
any
confidential
information
relating
to
an
acquisition
proposal.
In
addition,
ENLK
has
agreed
not
to
make
a
recommendation
change
except
in
accordance
with
the
Merger
Agreement.
Under
the
Merger
Agreement,
in
the event
of
a
potential
recommendation
change
(as
described
under
"The
Merger
Agreement--EGP
Recommendation
and
EGP
22
Table
of
Contents
Recommendation
Change"),
the
ENLK
Board
or
the
ENLK
Conflicts
Committee
(as
applicable)
must
provide
ENLC
with
four
days'
notice
to
allow
ENLC
to propose
an
adjustment
to
the
terms
and
conditions
of
the
Merger.
Further,
as
described
above,
under
certain
circumstances,
ENLK
will
be
required
to
pay
ENLC
a
termination
fee
of
$55
million.
See
"The
Merger
Agreement --Termination
Fee
and
Expense
Reimbursement."
These
provisions
could
discourage
a
third
party
that
may
have
an
interest
in
acquiring
all
or
a
significant
part
of
ENLK
from
considering
or
proposing
that acquisition.
Financial
projections
by
EnLink
may
not
prove
accurate
and
unaudited
pro
forma
financial
statements
included
in
this
joint
information
statement/proxy statement/prospectus
are
presented
for
illustrative
purposes
only.
Such
projections
and
unaudited
pro
forma
financial
statements
may
not
be
an
indication
of ENLC's
financial
condition
or
results
of
operations
following
the
Transactions.
Any
potential
decline
in
the
financial
condition
or
results
of
operations
of ENLC
may
cause
significant
variations
in
the
price
of
ENLC
Common
Units
and/or
could
have
a
material
adverse
effect
on
the
price
of
ENLC
Common
Units and
ENLC's
ability
to
make
distributions
following
the
completion
of
the
Transactions.
In
performing
their
financial
analyses
and
rendering
their
respective
fairness
opinions,
the
respective
financial
advisors
to
the
ENLK
Conflicts
Committee
and the
ENLC
Conflicts
Committee
reviewed
and
relied
on,
among
other
things,
internal
financial
analyses
and
forecasts
for
ENLC
and
ENLK,
which
were
prepared by
EnLink
management.
These
financial
projections
include,
among
others,
assumptions
regarding
future
operating
cash
flows,
capital
expenditures,
and
the growth
and
timing
of
distributions.
These
financial
projections
were
not
prepared
with
a
view
to
public
disclosure,
are
subject
to
significant
economic,
competitive, industry,
and
other
uncertainties,
and
may
not
be
achieved
in
full,
at
all,
or
within
projected
timeframes.
The
failure
of
ENLK's
or
ENLC's
businesses
to
achieve projected
results,
including
projected
cash
flows,
could
have
a
material
adverse
effect
on
the
price
of
ENLC
Common
Units,
ENLC's
financial
position
and ENLC's
ability
to
maintain
or
increase
its
distributions
following
the
completion
of
the
Transactions.
See
"The
Merger--Unaudited
Projected
Financial Information."
In
addition,
the
unaudited
pro
forma
financial
statements
contained
in
this
joint
information
statement/proxy
statement/prospectus
were
not
provided
with
a view
to
public
disclosure,
are
subject
to
significant
economic,
competitive,
industry,
and
other
uncertainties,
and
may
not
be
achieved
in
full,
at
all
or
within projected
timeframes.
The
actual
financial
condition
and
results
of
operations
of
ENLC
following
the
Merger
may
not
be
consistent
with,
or
evident
from,
these pro
forma
financial
statements.
The
assumptions
used
in
preparing
the
pro
forma
financial
information
may
not
prove
to
be
accurate,
and
other
factors
may
affect the
financial
condition
or
results
of
operations
of
ENLC
following
the
Transactions.
Any
potential
decline
in
the
financial
condition
or
results
of
operations
of ENLC
could
have
a
material
adverse
effect
on
the
price
of
ENLC
Common
Units
and
ENLC's
ability
to
make
distributions
following
the
completion
of
the Transactions.
See
"Unaudited
Pro
Forma
Condensed
Combined
Financial
Statements."
The
Transactions
are
subject
to
conditions,
including
some
conditions
that
may
not
be
satisfied
on
a
timely
basis,
if
at
all,
and
the
Merger
Agreement
contains certain
termination
rights
for
both
ENLK
and
ENLC.
Failure
to
complete
Transactions,
or
significant
delays
in
completing
the
Transactions,
could
negatively affect
EnLink's
future
business
and
financial
results
and
the
trading
prices
of
ENLC
Common
Units
and
ENLK
Common
Units.
The
Transactions
are
subject
to
the
satisfaction
or
waiver
of
certain
conditions,
including
the
approval
of
the
Merger
Agreement
by
the
holders
of
a
majority of
the
ENLK
Voting
Units.
The
Merger
Agreement
contains
other
conditions
that,
if
not
satisfied
or
waived,
would
result
in
the
23
Table
of
Contents
Transactions
not
occurring,
even
though
the
ENLK
Voting
Unitholders
may
have
approved
the
Merger
Agreement.
Satisfaction
of
some
of
these
other
conditions to
the
Transactions
is
not
entirely
in
the
control
of
ENLK
or
ENLC.
The
closing
conditions
to
the
Transactions
may
not
be
satisfied,
and
ENLK
and
ENLC
may choose
not
to,
or
may
be
unable
to,
waive
an
unsatisfied
condition,
which
may
cause
the
Transactions
not
to
occur.
See
"The
Merger
Agreement--Conditions
to Completion
of
the
Merger."
The
Merger
Agreement
also
contains
certain
termination
rights
for
both
ENLK
and
ENLC,
including,
among
others,
(i)
by
the
mutual
written
agreement
of ENLK
(duly
authorized
by
the
ENLK
Conflicts
Committee)
and
ENLC
(duly
authorized
by
the
ENLC
Board);
(ii)
by
either
ENLK
or
ENLC,
if
(A)
the
Merger
has not
been
consummated
on
or
before
June
30,
2019;
(B)
a
governmental
authority
has
issued
a
non-appealable
order,
decree,
or
ruling
or
taken
any
other
action (including
the
enactment
of
any
law)
permanently
restraining,
enjoining,
or
otherwise
prohibiting
the
Transactions
(provided
that
the
party
seeking
to
terminate
the Merger
Agreement
on
this
basis
must
have
complied
with
its
obligations
with
respect
to
the
holding
of
the
ENLK
Unitholder
Meeting,
the
recommendation
of
the ENLK
Board,
the
use
of
reasonable
best
efforts
to
cause
the
consummation
of
the
Transactions,
and
cooperation
to
obtain
required
regulatory
approvals);
or
(C)
the requisite
approval
of
the
Merger
Agreement
is
not
obtained;
(iii)
by
ENLC,
if
(A)
the
ENLK
Board
(upon
the
recommendation
of
the
ENLK
Conflicts
Committee) or
the
ENLK
Conflicts
Committee
makes
a
recommendation
change
(as
described
herein)
prior
to
the
ENLK
Unitholder
Meeting
or
(B)
if
under
certain
conditions, there
has
been
a
material
breach
by
ENLK
of
any
of
its
representations,
warranties,
or
covenants
set
forth
in
the
Merger
Agreement
that
is
not
cured
within
30
days of
notice
of
such
breach;
and
(iv)
by
ENLK,
if
(A)
subject
to
certain
conditions,
ENLK
has
received
a
superior
proposal
(as
defined
below)
and
the
ENLK
Board (upon
recommendation
of
the
ENLK
Conflicts
Committee)
or
the
ENLK
Conflicts
Committee
has
determined
in
good
faith
that
the
failure
to
terminate
the
Merger Agreement
would
be
inconsistent
with
their
respective
fiduciary
duties,
or
(B)
under
certain
conditions,
there
has
been
a
material
breach
by
ENLC
of
any
of
its representations,
warranties,
or
covenants
set
forth
in
the
Merger
Agreement
that
is
not
cured
within
30
days
of
notice
of
such
breach.
See
"The
Merger
Agreement --Termination
of
the
Merger
Agreement."
If
the
Transactions
are
not
completed,
or
if
there
are
significant
delays
in
completing
the
Transactions,
EnLink's
business
and
financial
results
and
the
trading prices
of
ENLC
Common
Units
and
ENLK
Common
Units
could
be
negatively
affected,
and
each
of
the
parties
will
be
subject
to
several
risks,
including
the following:
·
the
parties
may
be
liable
for
fees
or
expenses
to
one
another
under
the
terms
and
conditions
of
the
Merger
Agreement;
·
there
may
be
negative
reactions
from
the
financial
markets
due
to
the
fact
that
current
prices
of
ENLC
Common
Units
and
ENLK
Common
Units
may
reflect
a
market
assumption
that
the
Transactions
will
be
completed;
and
·
the
attention
of
management
may
be
focused
on
the
Transactions
such
that
EnLink's
operations
and
pursuit
of
other
opportunities
that
could
have
been
beneficial
to
EnLink's
business
may
be
negatively
affected.
Maintaining
credit
ratings
is
under
the
control
of
ratings
agencies,
which
are
independent
third
parties.
There
can
be
no
assurances
that
EnLink's
credit ratings
will
be
affirmed
following
the
consummation
of
the
Transactions,
and
changes
to
EnLink's
credit
ratings
could
negatively
impact
ENLC's
access
to capital
and
costs
of
doing
business.
In
connection
with
the
completion
of
the
Merger,
ratings
agencies
may
reevaluate
ENLC's
and
ENLK's
credit
ratings.
Credit
rating
agencies
perform independent
analyses
when
assigning
credit
ratings
and
there
can
be
no
assurances
that
EnLink's
credit
ratings
will
be
affirmed
following
the
24
Table
of
Contents
consummation
of
the
Transactions
or
maintained
in
the
future.
The
analyses
include
a
number
of
criteria
including,
but
not
limited
to,
business
composition, market,
and
operational
risks,
as
well
as
various
financial
tests.
Pro
Forma
ENLC's
ratings
upon
completion
of
the
Merger
will
reflect
each
rating
organization's opinion
of
Pro
Forma
ENLC's
financial
strength,
operating
performance,
and
ability
to
meet
the
obligations
associated
with
its
securities.
In
addition,
the
trading market
for
ENLC's
and
ENLK's
securities
depends,
in
part,
on
the
research
and
reports
that
third-party
securities
analysts
publish
about
ENLC
and
ENLK
and
the industry
in
which
they
participate.
In
connection
with
the
completion
of
the
Merger,
one
or
more
of
these
analysts
could
downgrade
ENLC
or
ENLK
securities
or issue
other
negative
commentary
about
ENLC
and
ENLK
and
the
industry
in
which
they
participate,
which
could
cause
the
trading
price
of
such
securities
to decline.
The
failure
of
EnLink's
credit
ratings
to
be
affirmed
following
the
consummation
of
the
Transactions
or
a
downgrade
may
increase
ENLC's
and
ENLK's
cost of
borrowing,
may
negatively
impact
ENLC's
and
ENLK's
ability
to
raise
additional
debt
capital,
may
negatively
impact
ENLC's
and
ENLK's
ability
to successfully
compete,
and
may
negatively
impact
the
willingness
of
counterparties
to
deal
with
ENLC
and
ENLK,
each
of
which
could
have
a
material
adverse effect
on
the
business,
financial
condition,
results
of
operations
and
cash
flows
of
ENLC
and
ENLK,
as
well
as
the
market
price
of
their
respective
securities.
Credit
rating
agencies
continue
to
review
the
criteria
for
industry
sectors
and
various
debt
ratings
on
an
ongoing
basis
and
may
make
changes
to
those
criteria from
time
to
time.
Ratings
are
subject
to
revision
or
withdrawal
at
any
time
by
the
rating
agencies.
The
credit
rating
of
Pro
Forma
ENLC
will
be
subject
to
ongoing evaluation
by
credit
rating
agencies,
and
downgrades
in
Pro
Forma
ENLC's
ratings
could
adversely
affect
Pro
Forma
ENLC's
business,
cash
flows,
financial condition,
operating
results,
and
equity
and
debt
prices.
ENLK
and
ENLC
may
be
targets
of
securities
class
action
and
derivative
lawsuits,
which
could
result
in
substantial
costs
and
may
delay
or
prevent
the completion
of
the
Transactions.
Securities
class
action
lawsuits
and
derivative
lawsuits
are
often
brought
against
companies
that
have
entered
into
merger
agreements
in
an
effort
to
enjoin
the merger
or
seek
monetary
relief
from
such
parties.
Even
though
we
believe
any
such
lawsuits
are
without
merit,
defending
against
these
claims
can
result
in substantial
costs
and
divert
management
time
and
resources.
ENLK
and
ENLC
cannot
predict
the
outcome
of
these
lawsuits,
or
others,
nor
can
they
predict
the amount
of
time
and
expense
that
will
be
required
to
resolve
such
litigation.
An
unfavorable
resolution
of
any
such
litigation
surrounding
the
Transactions
could delay
or
prevent
their
consummation.
In
addition,
the
costs
of
defending
the
litigation,
even
if
resolved
in
ENLK's
or
ENLC's
favor,
could
be
substantial
and
such litigation
could
distract
ENLK
and
ENLC
from
pursuing
the
consummation
of
the
Transactions
and
other
potentially
beneficial
business
opportunities.
The
date
ENLK
Public
Unitholders
will
receive
the
merger
consideration
depends
on
the
completion
date
of
the
Merger,
which
is
uncertain.
As
described
in
this
joint
information
statement/proxy
statement/prospectus,
completing
the
proposed
merger
is
subject
to
several
conditions,
not
all
of
which are
controllable
or
waivable
by
ENLC
or
ENLK.
Accordingly,
even
if
the
proposed
Merger
is
approved
by
ENLK
Voting
Unitholders,
the
date
on
which
ENLK Public
Unitholders
will
receive
merger
consideration
depends
on
the
completion
date
of
the
Merger,
which
is
uncertain
and
subject
to
several
other
closing conditions.
25
Table
of
Contents
If
the
Merger
does
not
occur,
ENLC
and
ENLK
will
not
benefit
from
the
expenses
they
have
incurred
in
the
pursuit
of
the
Merger.
The
Merger
may
not
be
completed.
If
the
Merger
is
not
completed,
each
of
ENLC
and
ENLK
will
have
incurred
substantial
expenses
for
which
no
ultimate benefit
will
have
been
received
by
it.
ENLC
and
ENLK
currently
expect
to
incur
several
million
dollars
with
respect
to
merger-related
expenses,
consisting
of independent
advisory,
legal,
and
accounting
fees,
and
financial
printing
and
other
related
charges,
much
of
which
may
be
incurred
even
if
the
Merger
is
not completed.
Directors
and
executive
officers
of
EMM
and
EGP
have
certain
interests
that
are
different
from
those
of
the
ENLC
Unitholders
and
ENLK
Unitholders generally.
Directors
and
executive
officers
of
EMM
and
EGP
are
parties
to
agreements
or
participants
in
other
arrangements
that
give
them
interests
in
the
Merger
that may
be
different
from,
or
in
addition
to,
your
interests
as
an
ENLC
Unitholder
or
ENLK
Unitholder,
as
applicable.
In
addition,
certain
of
the
directors
and executive
officers
of
EGP
are
also
directors
or
executive
officers
at
EMM.
These
and
other
different
interests
are
described
under
"Certain
Relationships;
Interests of
Certain
Persons
in
the
Merger."
ENLK
Voting
Unitholders
should
consider
these
interests
in
voting
on
the
ENLK
Merger
Proposal
and/or
the
ENLK Adjournment
Proposal.
The
opinions
rendered
to
the
ENLC
Conflicts
Committee
and
the
ENLK
Conflicts
Committee
by
their
respective
financial
advisors
on
October
21,
2018,
were based
on
the
financial
analysis
performed
by
the
applicable
financial
advisor,
which
were
based
on
information
made
available
to
the
financial
advisor,
as
of the
date
of
its
opinion
and
financial,
economic,
monetary,
market,
regulatory,
and
other
conditions
as
they
existed
and
as
could
be
evaluated
on
the
date thereof.
As
a
result,
these
opinions
do
not
reflect
changes
in
events
or
circumstances
after
the
date
of
the
opinions.
The
ENLC
Conflicts
Committee
and
ENLK Conflicts
Committee
have
not
requested,
and
do
not
expect
to
request,
updated
opinions
from
their
respective
financial
advisors
reflecting
changes
in circumstances
that
may
have
occurred
since
the
signing
of
the
Merger
Agreement.
The
opinions
rendered
to
the
ENLC
Conflicts
Committee
and
the
ENLK
Conflicts
Committee
by
Barclays
and
Evercore,
respectively,
were
provided
in connection
with,
and
at
the
time
of,
the
evaluation
of
the
Transactions
and
the
Transaction
Documents
by
the
ENLC
Conflicts
Committee
and
the
ENLK
Conflicts Committee.
These
opinions
were
based
on
the
financial
analysis
performed
by
Barclays
and
Evercore,
respectively,
which
were
based
on
information
made available
to
Barclays
and
Evercore,
respectively,
as
of
the
date
of
their
opinions
and
financial,
economic,
monetary,
market,
regulatory,
and
other
conditions
as they
existed
and
as
could
be
evaluated
on
the
date
thereof,
which
may
have
changed,
or
may
change,
after
the
date
of
the
opinions.
The
ENLC
Conflicts Committee
and
the
ENLK
Conflicts
Committee
have
not
requested
updated
opinions
as
of
the
date
of
this
joint
information
statement/proxy
statement/prospectus from
their
respective
financial
advisors,
and
they
do
not
expect
to
request
updated
opinions
prior
to
completion
of
the
Transactions.
Changes
in
the
operations
and prospects
of
ENLC
or
ENLK,
general
market
and
economic
conditions,
and
other
factors
which
may
be
beyond
the
control
of
ENLC
or
ENLK,
and
on
which
the opinions
were
based,
may
have
altered
the
value
of
ENLC
or
ENLK
or
the
prices
of
ENLC
Common
Units
or
ENLK
Common
Units
since
the
date
of
such opinions,
or
may
alter
such
values
and
prices
by
the
time
the
Transactions
are
completed.
The
opinions
do
not
speak
as
of
any
date
other
than
the
date
of
the applicable
opinion.
For
a
description
of
the
opinion
that
the
ENLC
Conflicts
Committee
received
from
Barclays,
please
refer
to
"Opinion
of
Barclays--Financial
Advisor
to
the ENLC
Conflicts
Committee."
For
a
description
of
the
opinion
that
the
ENLK
Conflicts
Committee
received
from
Evercore,
please
refer
to
"Opinion
of
Evercore-- Financial
Advisor
to
the
ENLK
Conflicts
Committee."
26
Table
of
Contents
Tax
Risks
Related
to
the
Merger
and
the
Ownership
of
ENLC
Common
Units
The
Merger
will
be
a
taxable
transaction
to
ENLK
Common
Unitholders
and,
in
such
case,
the
resulting
tax
liability
of
an
ENLK
Common
Unitholder,
if
any, will
depend
on
the
unitholder's
particular
situation.
ENLK
Common
Unitholders
will
receive
no
cash
consideration
with
which
to
pay
any
potential
U.S. federal
income
tax
liability
resulting
from
the
Merger.
ENLK
Common
Unitholders
will
receive
solely
ENLC
Common
Units
as
the
Merger
Consideration.
Although
ENLK
Common
Unitholders
will
receive
no cash
consideration,
the
Merger
will
be
treated
as
a
taxable
sale
by
U.S.
Holders
(as
defined
in
the
section
titled
"Material
U.S.
Federal
Income
Tax
Consequences") of
ENLK
Common
Units
for
U.S.
federal
income
tax
purposes.
As
a
result,
a
U.S.
Holder
will
generally
recognize
(i)
ordinary
income
to
the
extent
of
the
U.S. Holder's
share
of
depreciation
recapture,
other
"unrealized
receivables,"
and
"inventory
items"
owned
by
ENLK
and
its
subsidiaries
and
(ii)
capital
gain
or
capital loss
equal
to
the
difference
between
the
U.S.
Holder's
amount
realized
and
the
sum
of
the
U.S.
Holder's
tax
basis
in
its
ENLK
Common
Units
and
the
amount
of ordinary
income
recognized
by
the
U.S.
Holder
as
described
in
clause
(i).
The
amount
of
ordinary
income
and
capital
gain
or
loss
recognized
by
each
ENLK Common
Unitholder
in
the
Merger
will
vary
depending
on
each
unitholder's
particular
situation,
including
the
value
of
the
ENLC
Common
Units
received
by
each unitholder
in
the
Merger,
the
amount
of
depreciation
and
amortization
deductions
previously
passed-through
from
ENLK
to
the
unitholder,
the
adjusted
tax
basis
of the
ENLK
Common
Units
exchanged
by
each
unitholder
in
the
Merger,
and
the
amount
of
any
suspended
passive
losses
that
may
be
available
to
a
particular unitholder
to
offset
a
portion
of
the
gain
recognized
by
the
unitholder.
For
a
more
complete
discussion
of
material
U.S.
federal
income
tax
consequences
of
the
Merger,
see
the
section
titled
"Material
U.S.
Federal
Income
Tax Consequences."
The
tax
liability
of
an
ENLK
Common
Unitholder
as
a
result
of
the
Merger
could
be
more
than
expected.
Because
the
fair
market
value
of
any
ENLC
Common
Unit
received
in
the
Merger
will
not
be
known
until
the
Effective
Time,
an
ENLK
Common
Unitholder will
not
be
able
to
determine
its
amount
realized,
and
therefore
its
taxable
gain
or
loss,
until
such
time.
In
addition,
because
prior
distributions
in
excess
of
an ENLK
Common
Unitholder's
allocable
share
of
ENLK's
net
taxable
income
decrease
the
unitholder's
tax
basis
in
its
ENLK
Common
Units,
the
amount,
if
any,
of the
prior
excess
distributions
with
respect
to
such
common
units
will,
in
effect,
become
taxable
income
to
a
unitholder
if
the
aggregate
value
of
the
consideration received
in
the
Merger
is
greater
than
the
unitholder's
adjusted
tax
basis
in
its
ENLK
Common
Units,
even
if
the
aggregate
value
of
the
consideration
received
in the
Merger
is
less
than
the
unitholder's
original
cost
basis
in
its
ENLK
Common
Units.
Furthermore,
a
portion
of
this
gain
or
loss,
which
could
be
substantial,
will be
separately
computed
and
taxed
as
ordinary
income
or
loss
to
the
extent
attributable
to
depreciation
recapture,
other
"unrealized
receivables,"
or
"inventory items"
owned
by
ENLK
and
its
subsidiaries.
For
a
more
complete
discussion
of
material
U.S.
federal
income
tax
consequences
of
the
Merger,
see
the
section
titled
"Material
U.S.
Federal
Income
Tax Consequences."
The
U.S.
federal
income
tax
treatment
of
owning
and
disposing
of
ENLC
Common
Units
received
in
the
Merger
will
be
different
than
the
U.S.
federal
income tax
treatment
of
owning
and
disposing
of
the
ENLK
Common
Units
surrendered
in
the
Merger.
ENLK
is
classified
as
a
partnership
for
U.S.
federal
income
tax
purposes
and,
generally,
is
not
subject
to
entity-level
U.S.
federal
income
taxes.
Instead,
each ENLK
Common
Unitholder
is
required
to
take
into
account
its
respective
share
of
ENLK's
items
of
income,
gain,
loss,
and
deduction
in
computing
its
federal income
tax
liability,
even
if
no
cash
distributions
are
made
by
ENLK
to
the
unitholder.
A
pro
rata
distribution
of
cash
by
ENLK
to
an
ENLK
Common
Unitholder who
is
a
U.S.
27
Table
of
Contents
Holder
(as
defined
in
the
section
titled
"Material
U.S.
Federal
Income
Tax
Consequences")
is
generally
not
taxable
for
U.S.
federal
income
tax
purposes
unless
the amount
of
cash
distributed
is
in
excess
of
the
unitholder's
adjusted
tax
basis
in
its
ENLK
Common
Units.
In
contrast,
ENLC
is
classified
as
a
corporation
for
U.S.
federal
income
tax
purposes
and
is
subject
to
U.S.
federal
income
tax
on
its
taxable
income.
A distribution
of
cash
by
ENLC
to
an
ENLC
Unitholder
who
is
a
U.S.
Holder
will
generally
be
included
in
such
unitholder's
income
as
ordinary
dividend
income
to the
extent
of
ENLC's
current
or
accumulated
"earnings
and
profits,"
as
determined
under
U.S.
federal
income
tax
principles.
A
portion
of
the
cash
distributed
to ENLC
Unitholders
by
ENLC
after
the
Merger
may
exceed
ENLC's
current
and
accumulated
earnings
and
profits.
Cash
distributions
to
an
ENLC
Unitholder
who
is a
U.S.
Holder
in
excess
of
ENLC's
current
and
accumulated
earnings
and
profits
will
be
treated
as
a
non-taxable
return
of
capital,
reducing
the
adjusted
tax
basis
in the
holder's
ENLC
Common
Units
and,
to
the
extent
the
cash
distribution
exceeds
the
holder's
adjusted
tax
basis,
as
capital
gain
from
the
sale
or
exchange
of
such ENLC
Common
Units.
For
a
more
complete
discussion
of
material
U.S.
federal
income
tax
consequences
of
the
Merger,
see
the
section
titled
"Material
U.S.
Federal
Income
Tax Consequences."
ENLC's
ability
to
use
net
operating
losses
("NOLs")
to
offset
future
income
may
be
limited.
As
of
December
31,
2017,
ENLC
had
approximately
$225
million
of
U.S.
federal
net
operating
loss
carryforwards
("NOLs"),
which
expire
beginning
in
2034. NOLs
generated
after
December
31,
2017
do
not
expire.
Utilization
of
these
NOLs
depends
on
many
factors,
including
ENLC's
future
income,
which
cannot
be assured.
In
addition,
Section
382
of
the
Internal
Revenue
Code
of
1986,
as
amended
("Section
382"),
generally
imposes
an
annual
limitation
on
the
amount
of NOLs
that
may
be
used
to
offset
taxable
income
by
a
corporation
that
has
undergone
an
"ownership
change"
(as
determined
under
Section
382).
In
general,
an "ownership
change"
occurs
if
ENLC's
"5-percent
shareholders,"
as
defined
under
Section
382
of
the
Code,
including
certain
groups
of
persons
treated
as
"5-percent shareholders,"
collectively
increased
their
ownership
in
ENLC
Common
Units
by
more
than
50
percentage
points
over
their
lowest
ownership
during
a
rolling three-year
period.
An
ownership
change
can
occur
as
a
result
of
a
public
offering
of
ENLC
Common
Units,
as
well
as
through
secondary
market
purchases
of ENLC
Common
Units
and
certain
types
of
reorganization
transactions.
As
a
result
of
the
exchange
of
ENLK
Common
Units
for
ENLC
Common
Units
in
the Merger,
ENLC
expects
that
the
Merger
will
cause
ENLC
to
experience
an
ownership
change
and,
thus,
that
ENLC's
ability
to
offset
future
taxable
income
with
its pre-ownership
change
NOLs
will
be
subject
to
limitation
under
Section
382.
Such
a
limitation
could,
for
any
given
year,
have
the
effect
of
increasing
the
amount of
ENLC's
U.S.
federal
income
tax
liability,
which
would
negatively
impact
the
amount
of
after-tax
cash
available
for
distribution
to
ENLC
Unitholders
and ENLC's
financial
condition.
For
a
more
complete
discussion
of
material
U.S.
federal
income
tax
consequences
of
the
Merger,
see
the
section
titled
"Material
U.S.
Federal
Income
Tax Consequences."
ENLC's
future
tax
liability
may
be
greater
than
expected
if
it
does
not
generate
NOLs
sufficient
to
offset
taxable
income
or
if
tax
authorities
challenge
certain of
its
tax
positions.
ENLC
expects
to
generate
deductions
and
NOL
carryforwards
that
it
can
use
to
offset
taxable
income.
As
a
result,
ENLC
does
not
expect
to
pay
meaningful U.S.
federal
income
tax
through
at
least
2023.
This
estimate
is
based
upon
assumptions
ENLC
has
made
regarding,
among
other
things,
income,
capital expenditures,
and
net
working
capital.
Further,
the
Internal
Revenue
Service
(the
"IRS")
or
other
tax
authorities
could
challenge
one
or
more
tax
positions
ENLC takes,
such
as
the
classification
of
assets
under
the
income
tax
depreciation
rules,
the
characterization
of
expenses
for
income
tax
purposes,
and
the
tax classification
of
the
Merger.
Further,
any
change
in
law
may
affect
ENLC's
tax
position.
While
ENLC
expects
that
its
deductions
and
NOL
carryforwards
will
be available
to
it
as
a
28
Table
of
Contents
future
benefit,
in
the
event
that
they
are
not
generated
as
expected,
are
successfully
challenged
by
the
IRS
(in
a
tax
audit
or
otherwise),
or
are
subject
to
future limitations
as
described
below,
ENLC's
ability
to
realize
these
benefits
may
be
limited.
For
a
more
complete
discussion
of
material
U.S.
federal
income
tax
consequences
of
the
Merger,
see
the
section
titled
"Material
U.S.
Federal
Income
Tax Consequences."
The
recently
passed
comprehensive
tax
reform
bill
could
adversely
affect
ENLC's
business
and
financial
condition.
On
December
22,
2017,
tax
legislation
commonly
known
as
the
Tax
Cuts
and
Jobs
Act
("Tax
Cuts
and
Jobs
Act")
was
enacted.
Among
other
things,
the
Tax Cuts
and
Jobs
Act
(i)
reduces
the
U.S.
corporate
income
tax
rate
from
35%
to
21%
(beginning
in
2018),
(ii)
generally
will
limit
ENLC's
annual
deductions
for interest
expense
to
no
more
than
30%
of
ENLC's
"adjusted
taxable
income"
(plus
100%
of
ENLC's
business
interest
income)
for
the
year,
and
(iii)
will
permit ENLC
to
offset
only
80%
(rather
than
100%)
of
ENLC's
taxable
income
with
any
NOLs
ENLC
generates
after
2017.
Currently
ENLC
does
not
expect
the provisions
of
the
Tax
Cuts
and
Jobs
Act,
taken
as
a
whole,
to
have
any
material
adverse
impact
on
ENLC's
cash
tax
liabilities,
financial
condition,
results
of operations,
or
cash
flows.
However,
it
is
possible
in
the
future
that
the
NOL
and/or
interest
deductibility
limitations
could
have
the
effect
of
causing
ENLC
to
incur income
tax
liability
sooner
than
ENLC
otherwise
would
have
incurred
such
liability
or,
in
certain
cases,
could
cause
ENLC
to
incur
income
tax
liability
that
ENLC might
otherwise
not
have
incurred,
in
the
absence
of
these
tax
law
changes.
Risks
Related
to
ENLC's
Business
and
an
Investment
in
ENLC
You
should
read
and
consider
the
risk
factors
specific
to
ENLC's
business
that
will
also
affect
Pro
Forma
ENLC
after
completion
of
the
Transactions
and
the risk
factors
inherent
in
an
investment
in
ENLC.
These
risks
are
described
in
ENLC's
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2017,
as updated
by
subsequent
Quarterly
Reports
on
Form
10-Q,
all
of
which
are
incorporated
by
reference
into
this
joint
information
statement/proxy statement/prospectus,
and
in
other
documents
that
are
incorporated
by
reference
into
this
joint
information
statement/proxy
statement/prospectus.
See
the
section entitled
"Where
You
Can
Find
Additional
Information"
for
the
location
of
information
incorporated
by
reference
into
this
joint
information
statement/proxy statement/prospectus.
Risks
Related
to
ENLK's
Business
You
should
read
and
consider
the
risk
factors
specific
to
ENLK's
business
that
will
also
affect
Pro
Forma
ENLC
after
completion
of
the
Transactions.
These risks
are
described
in
ENLK's
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2017,
as
updated
by
subsequent
Quarterly
Reports
on
Form
10-Q,
all of
which
are
incorporated
by
reference
into
this
joint
information
statement/proxy
statement/prospectus,
and
in
other
documents
that
are
incorporated
by
reference into
this
joint
information
statement/proxy
statement/prospectus.
See
the
section
entitled
"Where
You
Can
Find
Additional
Information"
for
the
location
of information
incorporated
by
reference
into
this
joint
information
statement/proxy
statement/prospectus.
29
Table
of
Contents
CAUTIONARY
STATEMENT
REGARDING
FORWARD-LOOKING
STATEMENTS
This
joint
information
statement/proxy
statement/prospectus
contains
forward-looking
statements
within
the
meaning
of
the
federal
securities
laws.
Although these
statements
reflect
the
current
views,
assumptions,
and
expectations
of
EnLink
management,
the
matters
addressed
herein
involve
certain
assumptions,
risks, and
uncertainties
that
could
cause
actual
activities,
performance,
outcomes,
and
results
to
differ
materially
from
those
indicated
herein.
Therefore,
you
should
not rely
on
any
of
these
forward-looking
statements.
All
statements,
other
than
statements
of
historical
fact,
included
in
this
joint
information
statement/proxy statement/prospectus
constitute
forward-looking
statements,
including
but
not
limited
to
statements
identified
by
the
words
"forecast,"
"may,"
"believe,"
"will," "should,"
"plan,"
"predict,"
"anticipate,"
"intend,"
"estimate,"
and
"expect"
and
similar
expressions.
Such
forward-looking
statements
include,
but
are
not
limited to,
·
the
expected
consideration
to
be
received
in
connection
with
the
consummation
of
the
Transactions;
·
statements
about
the
approval
of
the
Merger
Agreement
and
the
consummation
of
the
Transactions;
·
the
satisfaction
of
the
closing
conditions
to
the
Merger;
·
the
timing
of
the
consummation
of
the
Transactions,
if
they
will
be
consummated
at
all;
·
the
expected
impact
of
the
Transactions,
including
with
respect
to
the
synergies,
operating
results,
cost
of
capital,
and
other
cost
savings
or
tax
benefits;
and
·
the
expected
impact
regarding
EnLink's
business
and
the
ENLK
Common
Units
and
ENLC
Common
Units
if
the
Transactions
do
not
occur.
Factors
that
could
result
in
such
differences
or
otherwise
materially
affect
EnLink's
financial
condition,
results
of
operations,
or
cash
flows
include:
·
the
expected
timing
and
likelihood
of
completion
of
the
Transactions,
including
the
ability
to
obtain
requisite
regulatory
approval
and
the
ENLK
Unitholder
Approval
and
the
satisfaction
of
the
other
conditions
to
the
consummation
of
the
Transactions;
·
risks
that
the
Transactions
may
not
be
consummated
or
the
benefits
contemplated
therefrom
may
not
be
realized;
·
the
diversion
of
EnLink
management's
attention
to
the
Transactions
and
away
from
EnLink's
operations
and
pursuit
of
other
opportunities
that
could
have
been
beneficial
to
EnLink's
business;
·
risks
that
the
cost
savings,
tax
benefits,
and
any
other
synergies
from
the
Transactions
may
not
be
fully
realized
or
may
take
longer
to
realize
than
expected;
and
·
the
applicable
uncertainties,
factors,
and
risks
described
in
EnLink's
filings
with
the
SEC,
including
ENLK's
and
ENLC's
Annual
Reports
on
Form
10-K,
Quarterly
Reports
on
Form
10-Q,
and
Current
Reports
on
Form
8-K.
The
assumptions
and
estimates
underlying
the
forecasted
financial
information
included
in
this
joint
information
statement/proxy
statement/prospectus
are inherently
uncertain
and,
though
considered
reasonable
by
the
EnLink
management
team
as
of
the
date
of
its
preparation,
are
subject
to
a
wide
variety
of significant
business,
economic,
and
competitive
risks
and
uncertainties
that
could
cause
actual
results
to
differ
materially
from
those
contained
in
the
forecasted financial
information.
Accordingly,
there
can
be
no
assurance
that
the
forecasted
results
are
indicative
of
EnLink's
future
performance
or
that
actual
results
will
not differ
materially
from
those
presented
in
the
forecasted
financial
information.
Inclusion
of
the
forecasted
financial
information
in
this
joint
information statement/proxy
statement/prospectus
should
not
be
regarded
as
a
representation
by
any
person
that
the
results
contained
in
the
forecasted
financial
information will
be
achieved.
Neither
ENLK
nor
ENLC
assumes
any
obligation
to
update
any
forward-looking
statements. 30
Table
of
Contents
EnLink
Midstream,
LLC
THE
PARTIES
TO
THE
MERGER
This
section
summarizes
information
from
ENLC's
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2017
and
the
other
filings
incorporated into
this
joint
information
statement/proxy
statement/prospectus
by
reference.
For
a
more
detailed
discussion
of
ENLC's
business,
please
read
the
"Business" section
contained
in
ENLC's
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2017
and
the
other
filings
incorporated
into
this
document
by reference.
ENLC
is
a
publicly
traded
Delaware
limited
liability
company
formed
in
October
2013.
ENLC's
assets
consist
of
equity
interests
in
ENLK
and
EOGP.
ENLK
is
a
publicly
traded
limited
partnership
formed
on
July
12,
2002
and
is
engaged
in
the gathering,
transmission,
processing,
and
marketing
of
natural
gas,
NGLs,
condensate,
and
crude
oil,
as
well
as
providing
crude
oil,
condensate,
and
brine
services to
producers.
EOGP
is
a
partnership
held
by
ENLC
and
ENLK
and
is
engaged
in
midstream
services.
As
of
December
4,
2018,
ENLC's
direct
and
indirect
interests in
ENLK
and
EOGP
consisted
of
the
following:
·
88,528,451
ENLK
Common
Units
representing
an
aggregate
21.5%
limited
partner
interest
in
ENLK,
consisting
of
(i)
68,248,199
ENLK
Common
Units
held
by
Acacia,
a
wholly-owned
subsidiary
of
ENLC,
and
(ii)
20,280,252
ENLK
Common
Units
held
by
EMI,
a
wholly-owned
subsidiary
of
ENLC;
·
100%
ownership
interest
in
EGP
(which
is
held
by
EMI),
which
owns
a
0.4%
general
partner
interest
in
ENLK
and
all
of
the
Incentive
Distribution
Rights;
and
·
16.1%
limited
partner
interest
in
EOGP,
which
is
held
by
EMI.
On
July
18,
2018,
subsidiaries
of
Devon
closed
a
transaction
to
sell
all
of
their
equity
interests
in
ENLK,
ENLC,
and
EMM
to
GIP
Stetson.
As
a
result
of
the GIP
Acquisition:
·
GIP
Stetson
I
acquired
all
of
the
equity
interests
held
by
subsidiaries
of
Devon
in
ENLK
and
EMM,
which
amount
to
100%
of
the
outstanding
limited
liability
company
interests
in
EMM
and
approximately
23.0%
of
the
outstanding
limited
partner
interests
in
ENLK
as
of
December
4,
2018.
Through
this
transaction,
GIP
acquired
control
of
(i)
EMM,
(ii)
ENLC,
and
(iii)
ENLK,
as
a
result
of
ENLC's
indirect
ownership
of
EGP;
·
GIP
Stetson
II
acquired
all
of
the
equity
interests
held
by
subsidiaries
of
Devon
in
ENLC,
which
amount
to
approximately
63.7%
of
the
ENLC
Common
Units
in
ENLC
as
of
December
4,
2018;
and
·
Through
this
transaction,
GIP
Stetson
acquired
control
of
(i)
EMM,
(ii)
ENLC,
and
(iii)
ENLK,
as
a
result
of
ENLC's
indirect
ownership
of
EGP.
The
ENLC
Common
Units
are
traded
on
the
NYSE
under
the
symbol
"ENLC."
EnLink
Midstream
Manager,
LLC
EMM
is
a
Delaware
limited
liability
company
formed
in
October
2013
and
is
the
managing
member
of
ENLC.
EMM
is
responsible
for
conducting
ENLC's business
and
managing
its
operations.
EnLink
Midstream
Partners,
LP
This
section
summarizes
information
from
ENLK's
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2017
and
the
other
filings
incorporated into
this
joint
information
statement/proxy
statement/prospectus
by
reference.
For
a
more
detailed
discussion
of
ENLK's
business,
please
read
the
"Business"
31
Table
of
Contents
section
contained
in
ENLK's
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2017
and
the
other
filings
incorporated
into
this
document
by reference.
ENLK
is
a
publicly
traded
Delaware
limited
partnership
formed
in
2002.
ENLK's
business
activities
are
conducted
through
its
subsidiary,
the
ENLK Operating
Partnership,
and
the
subsidiaries
of
the
ENLK
Operating
Partnership.
ENLK
primarily
focuses
on
providing
midstream
energy
services,
including:
·
gathering,
compressing,
treating,
processing,
transporting,
storing,
and
selling
natural
gas;
·
fractionating,
transporting,
storing,
and
selling
NGLs;
and
·
gathering,
transporting,
stabilizing,
storing,
trans-loading,
and
selling
crude
oil
and
condensate,
in
addition
to
brine
disposal
services.
The
ENLK
Common
Units
are
traded
on
the
NYSE
under
the
symbol
"ENLK."
EnLink
Midstream
GP,
LLC
EGP
is
a
Delaware
limited
liability
company
and
is
the
general
partner
of
ENLK
and
an
indirect,
wholly-owned
subsidiary
of
ENLC.
EGP
is
responsible
for conducting
ENLK's
business
and
managing
its
operations.
NOLA
Merger
Sub,
LLC
Merger
Sub
is
a
Delaware
limited
liability
company
and
wholly-owned
subsidiary
of
ENLC.
Merger
Sub
was
formed
by
ENLC
solely
for
the
purposes
of effecting
the
Merger.
Executive
Offices
of
ENLC,
ENLK,
EMM,
EGP,
and
Merger
Sub
The
principal
executive
offices
of
ENLC,
EMM,
ENLK,
EGP,
and
Merger
Sub
are
located
at
1722
Routh
Street,
Suite
1300,
Dallas,
Texas
75201
and
the telephone
number
of
each
of
these
entities
is
214-953-9500.
32
Table
of
Contents
THE
MERGER
This
discussion
of
the
Merger
is
qualified
in
its
entirety
by
reference
to
the
Merger
Agreement,
a
copy
of
which
is
attached
to
this
joint
information statement/proxy
statement/prospectus
as
Annex
A
and
incorporated
into
this
joint
information
statement/proxy
statement/prospectus
by
reference.
You
should
read carefully
the
Merger
Agreement
in
its
entirety
because
it,
and
not
this
joint
information
statement/proxy
statement/prospectus,
is
the
legal
document
that
governs the
terms
of
the
Transactions,
including
the
Merger.
Effects
of
the
Merger
On
October
21,
2018,
ENLC,
ENLK,
Merger
Sub,
EGP,
and
EMM
(ENLC,
EMM,
ENLK,
and
EGP
collectively
referred
to
as
the
"EnLink
Parties")
entered into
the
Merger
Agreement,
pursuant
to
which
Merger
Sub,
subject
to
the
satisfaction
or
waiver
of
certain
conditions
in
the
Merger
Agreement,
will
merge
with and
into
ENLK,
with
ENLK
surviving
the
Merger
as
a
subsidiary
of
ENLC
(referred
to
in
this
summary
with
respect
to
periods
following
the
Effective
Time, interchangeably,
as
"ENLK"
or
the
"surviving
entity"),
and
each
outstanding
ENLK
Public
Unit
will
be
converted
into
the
right
to
receive
1.15
ENLC
Common Units.
Concurrently
with
the
entry
into
the
Merger
Agreement,
in
connection
with
the
Preferred
Restructuring
Agreement,
Enfield
and
the
EnLink
Parties
agreed
that (i)
each
ENLK
Series
B
Unit
issued
and
outstanding
immediately
prior
to
the
Effective
Time
shall,
at
the
Effective
Time,
continue
to
be
issued
and
outstanding
and represent
a
limited
partner
interest
in
ENLK,
with
terms
and
conditions
modified
in
accordance
with
the
Amended
ENLK
Partnership
Agreement,
including exchangeability
of
the
ENLK
Series
B
Units,
under
certain
conditions,
into
ENLC
Common
Units
instead
of
ENLK
Common
Units,
subject
to
the
election
of ENLK
to
instead
redeem
for
cash
any
such
exchanged
ENLK
Series
B
Units,
and
no
additional
consideration
will
be
delivered
to
any
ENLK
Series
B
Unitholder
in respect
of
the
Merger
and
the
Preferred
Restructuring
Agreement
and
(ii)
ENLC
will
issue
to
Enfield,
for
no
additional
consideration,
a
new
class
of
non-economic common
units
representing
limited
liability
company
interests
in
ENLC
(the
"ENLC
Class
C
Common
Units")
equal
to
the
number
of
ENLK
Series
B
Units
held by
Enfield
immediately
following
the
Effective
Time
in
order
to
provide
Enfield
with
certain
voting
rights
at
ENLC
in
accordance
with
the
Amended
ENLC Operating
Agreement.
Once
the
Merger
is
completed,
former
ENLK
Public
Unitholders
who
surrender
their
ENLK
Public
Units
in
accordance
with
the
Merger
Agreement
will
be eligible,
in
their
capacity
as
ENLC
Unitholders,
to
receive
distributions
on
the
ENLC
Common
Units
declared
by
the
ENLC
Board,
if
any,
with
a
record
date
after the
Effective
Time.
For
additional
discussion
of
the
eligibility
of
ENLK
Unitholders
to
receive
distributions
on
ENLC
Common
Units,
please
read
"The
Merger Agreement--Distributions."
For
a
description
of
ENLK's
distribution
policy,
please
read
"Comparison
of
the
Rights
of
ENLC
Unitholders
and
ENLK Unitholders."
Based
upon
the
264,572,534
ENLK
Public
Units
outstanding
on
October
21,
2018
and
1,141,062
ENLK
Common
Units
that
ENLK
anticipates
issuing
with respect
to
ENLK
Equity
Awards
which
may
vest
prior
to
the
Effective
Time
pursuant
to
the
terms
of
the
applicable
award
agreements,
ENLC
expects
to
issue approximately
305,570,636
ENLC
Common
Units
in
connection
with
the
Merger.
This
number
of
ENLC
Common
Units
will
represent
approximately
62.9%
of the
outstanding
ENLC
Common
Units
as
of
October
21,
2018.
In
connection
with
the
closing
of
the
Merger,
the
IDRs
issued
and
outstanding
immediately
prior
to the
Effective
Time
and
held
by
EGP
will
be
cancelled
and
cease
to
exist.
EGP
will
receive
no
consideration
with
respect
to
this
cancellation
of
the
IDRs.
In addition,
based
upon
the
58,728,994
ENLK
Series
B
Units
held
by
Enfield
as
of
the
date
of
this
joint
information
statement/proxy
statement/prospectus,
ENLC expects
to
issue
approximately
58,728,994
ENLC
Class
C
Common
Units
at
the
Effective
Time.
33
Table
of
Contents
Effective
as
of
the
Effective
Time,
each
of
the
directors
of
the
ENLK
Board
other
than
Barry
E.
Davis,
the
Executive
Chairman
of
EGP,
and
Michael
J. Garberding,
the
President
and
Chief
Executive
Officer
of
EGP,
will
resign.
The
executive
officers
of
EGP
and
the
executive
officers
of
EMM
prior
to
the
Merger are
expected
to
continue
in
such
capacities
following
the
Merger.
Information
about
the
current
members
of
the
ENLK
Board
and
executive
officers
of
EGP
can
be found
in
ENLK's
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2017,
which
is
incorporated
by
reference
into
this
joint
information statement/proxy
statement/prospectus.
Information
about
the
current
EMM
executive
officers
can
be
found
in
ENLC's
Annual
Report
on
Form
10-K
for
the
year ended
December
31,
2017,
which
is
also
incorporated
by
reference
into
this
joint
information
statement/proxy
statement/prospectus.
See
"Where
You
Can
Find More
Information."
Background
of
the
Merger
The
ENLC
Board
and
the
ENLK
Board
(collectively,
the
"EnLink
Boards"),
together
with
EnLink
management,
regularly
review
and
assess
operational
and strategic
opportunities
to
increase
value
for
their
respective
investors
and
achieve
long-term
strategic
goals.
These
reviews
have
included,
among
other
things, potential
opportunities
for
acquisitions
and
business
combinations,
capital
projects,
improvements
to
cost
structure,
operational
improvements,
capital
raises,
and other
strategic
alternatives.
As
more
fully
described
in
the
section
entitled
"Certain
Relationships;
Interests
of
Certain
Persons
in
the
Merger,"
ENLC
and
ENLK are
effectively
under
common
control.
However,
each
of
the
ENLC
Board
and
the
ENLK
Board
has
also
independently
discussed
various
alternatives
that
could potentially
complement,
enhance,
or
improve
both
the
strengths
and
strategic
positions
of
ENLC
and
ENLK.
In
early
2017,
EnLink
management
began
specifically
considering
possible
reorganization
transactions
involving
ENLC,
ENLK,
and
their
subsidiaries
to streamline
and
simplify
the
organizational
structures
of
ENLC
and
ENLK,
improve
their
cost
of
capital,
and
facilitate
financing
of
growth
opportunities,
including, but
not
limited
to,
(i)
the
restructuring
or
elimination
through
various
means
of
the
incentive
distribution
rights
(the
"IDRs")
of
ENLK,
which
IDRs
are
held
by EGP
(an
"IDR
Restructuring"),
(ii)
a
transaction
pursuant
to
which
ENLC
would
acquire
all
of
the
ENLK
Common
Units
that
are
not
already
owned
by
ENLC
or its
subsidiaries
(an
"ENLC
Simplification"),
and
(iii)
a
transaction
pursuant
to
which
ENLK
would
acquire
all
of
the
outstanding
ENLC
Common
Units
(an
"ENLK Acquisition"),
and,
together
with
an
ENLC
Simplification
and
an
IDR
Restructuring,
the
"Restructuring
Alternatives").
In
April
2017,
EnLink
management
discussed
possible
Restructuring
Alternatives
with
representatives
of
Citigroup
Global
Markets
Inc.
("Citi").
These discussions
focused
particularly
on
an
ENLC
Simplification
and
an
ENLK
Acquisition.
Representatives
of
Citi
provided
to
EnLink
management
materials
and information
regarding
precedent
simplification
transactions
and
general
trends
in
the
MLP
industry.
Also
in
April
2017,
EnLink
management
met
with
representatives
of
Citi
to
discuss
a
potential
strategic
transaction
involving
EnLink
and
a
third
party ("Company
A").
On
April
24,
2017,
EnLink
management
met
with
management
of
Company
A
to
briefly
discuss
their
mutual
interest
in
a
possible
strategic combination
between
EnLink
and
Company
A,
including
a
merger
of
equals.
Following
this
meeting,
management
of
EnLink
and
Company
A
agreed
to
continue discussions
regarding
a
potential
transaction.
On
April
28,
2017,
management
of
EnLink
and
Company
A
held
a
telephone
conference
and
discussed
an
overview of
a
potential
transaction,
including
potential
synergies,
organizational
structure,
and
key
issues
for
each
company's
owners
and
stakeholders.
On
April
29,
2017, management
of
EnLink
and
Devon,
which,
prior
to
July
18,
2018,
held
all
of
the
membership
interests
in
EMM
and
held
ENLC
Common
Units
representing approximately
63.7%
of
the
outstanding
ENLC
Common
Units,
participated
on
a
telephone
conference
to
discuss
the
potential
transaction.
On
this
call,
EnLink
34
Table
of
Contents
management
described
the
discussions
and
meetings
that
had
been
held
as
of
such
time
with
Company
A.
In
May
2017,
EnLink
management
continued
discussing
certain
Restructuring
Alternatives
with
Citi,
focusing
specifically
on
an
ENLC
Simplification. EnLink
management
held
multiple
discussions
with
management
of
Devon
in
May
2017
regarding
the
several
Restructuring
Alternatives.
Between
May
2017
and
August
2017,
EnLink
management
continued
to
evaluate
the
potential
transaction
with
Company
A,
including
through
conversations with
management
of
Company
A,
meetings
with
the
EnLink
Boards,
and
discussions
with
management
of
Devon.
In
July
2017,
EnLink
and
Devon
executed
a
confidentiality
agreement
with
Company
A,
and
the
parties
exchanged
diligence
materials
in
connection
with
a potential
transaction.
However,
in
August
2017,
given,
among
other
things,
the
overall
energy
markets,
the
uncertainty
of
commodity
prices,
midstream
activity levels,
and
the
valuation
of
the
respective
parties,
management
of
EnLink
and
Company
A
mutually
determined
that
they
were
not
interested
in
pursuing
a potential
transaction
at
such
time.
Consistent
with
past
practice,
EnLink
management
informed
and
updated
the
EnLink
Boards
and
Devon
management
regarding its
discussions
and
the
termination
of
such
discussions
with
Company
A
and
other
representatives.
From
August
2017
to
November
2017,
EnLink
management
continued
to
evaluate
Restructuring
Alternatives
and
met
with
several
financial
advisors
and management
of
Devon
to
discuss
the
midstream
market
and
the
viability
of
the
Restructuring
Alternatives.
In
August
and
September
2017,
these
meetings
involved both
an
ENLC
Simplification
and
an
IDR
Restructuring.
In
October
and
November
2017,
these
discussions
centered
primarily
on
an
ENLC
Simplification.
In
November
2017,
ENLC
engaged
Baker
Botts
L.L.P.
(EnLink's
outside
legal
counsel)
("Baker
Botts")
to
assist
with
the
evaluation
of
the
legal
implications of
an
ENLC
Simplification.
Throughout
November
and
early
December
2017,
EnLink
management
continued
to
discuss
the
possibility
of
an
ENLC Simplification,
including
at
regularly
scheduled
executive
team
meetings
with
Devon
management
and
in
discussions
with
Citi.
On
December
8,
2017,
the
EnLink
Boards
held
a
joint
meeting
to
discuss
the
Restructuring
Alternatives.
At
such
meeting,
EnLink
management
addressed
the implications
of
an
ENLC
Simplification
and
an
ENLK
Acquisition,
including
possible
acquisition
scenarios
and
benefits
involved
in
eliminating
one
of
the
two public
companies
maintained
by
EnLink.
At
this
meeting,
the
EnLink
Boards
discussed
the
potential
conflicts
of
interest
that
could
arise
between
ENLC
and ENLK
in
any
possible
Restructuring
Alternative,
regardless
of
the
ultimate
structure
of
such
a
transaction,
and
EnLink
management
suggested
that
the
EnLink Boards
consider
delegating
certain
authority
to
the
existing
ENLC
Conflicts
Committee
and
ENLK
Conflicts
Committee.
At
such
meeting,
the
ENLC
Board authorized
the
ENLC
Conflicts
Committee,
and
the
ENLK
Board
authorized
the
ENLK
Conflicts
Committee,
to
engage
legal
counsel
and
financial
advisors
in connection
with
the
evaluation
of
a
potential
transaction
involving
one
or
more
of
the
Restructuring
Alternatives.
Following
this
meeting,
EnLink
management held
several
internal
meetings
in
December
2017
to
discuss
the
viability
of
the
various
Restructuring
Alternatives
and
the
process
of
pursuing
a
potential transaction.
In
December
2017,
the
ENLK
Conflicts
Committee
engaged
Morris
Nichols
Arsht
&
Tunnell
("MNAT")
to
act
as
its
counsel
in
connection
with
a
potential transaction.
Also
in
December
2017,
the
ENLC
Conflicts
Committee
engaged
Richards,
Layton
&
Finger,
P.A.
("RLF")
to
act
as
its
counsel
in
connection
with
a potential
transaction.
On
December
27,
2017,
the
ENLC
Conflicts
Committee
held
a
telephonic
meeting
with
a
representative
of
RLF.
The
ENLC
Conflicts
Committee
discussed the
process
of
selecting
a
financial
advisor
to
assist
in
evaluating
the
merits
of
the
potential
transaction
from
the
perspective
of
ENLC
and
the
holders
of
ENLC Public
Units.
The
ENLC
Conflicts
Committee
also
discussed
materials
provided
35
Table
of
Contents
at
the
request
of
the
ENLC
Conflicts
Committee
to
the
ENLC
Conflicts
Committee
by
three
prospective
financial
advisors
summarizing
each
advisor's
prior relationships
and
engagements
with
ENLC,
ENLK,
and
Devon.
On
January
3,
2018,
EnLink,
Baker
Botts,
and
MNAT
held
a
conference
call
to
discuss
the
role
of
MNAT
and
general
principles
relating
to
a
possible transaction.
On
January
8,
2018,
the
ENLC
Conflicts
Committee
held
an
in-person
meeting
with
representatives
of
RLF
to
discuss
the
potential
transaction
and
interview potential
financial
advisors
for
the
ENLC
Conflicts
Committee.
The
ENLC
Conflicts
Committee
received
a
presentation
from
RLF
regarding
the
duties
and obligations
of
the
ENLC
Conflicts
Committee
in
connection
with
the
potential
transaction.
The
ENLC
Conflicts
Committee
separately
interviewed
representatives of
three
potential
financial
advisors.
Throughout
the
interviews
and
the
meeting,
the
ENLC
Conflicts
Committee
discussed
each
advisor's
knowledge
of
precedent simplification
transactions,
experience
with
conflicts
committee
assignments,
relationships
with
ENLC,
ENLK
and
Devon,
and
proposed
fees
for
its
work.
On
January
10,
2018,
the
ENLC
Conflicts
Committee
held
a
telephonic
meeting
with
representatives
of
RLF.
The
ENLC
Conflicts
Committee
discussed
the recent
interviews
with
potential
financial
advisors
and
evaluated
the
relative
strengths
of
the
potential
financial
advisors
and
the
independence
of
each
advisor.
The ENLC
Conflicts
Committee
unanimously
determined
that
Barclays
had
the
requisite
expertise
to
provide
high
quality
advice
to
the
ENLC
Conflicts
Committee
and determined
to
engage
Barclays
as
its
financial
advisor,
subject
to
negotiation
of
a
mutually
acceptable
fee
and
engagement
letter.
The
ENLC
Conflicts
Committee determined
to
wait
to
inform
Barclays
until
the
timing
of
a
potential
transaction
was
more
clear.
In
December
2017,
Devon
informed
EnLink
management,
and
on
January
12,
2018,
Devon
informed
the
EnLink
Boards,
that
Devon
was
evaluating
a potential
disposition
process
of
its
ownership
interest
in
EnLink
(the
"Devon
Sale")
in
connection
with
Devon's
previously
announced
objective
to
monetize approximately
$5
billion
of
its
assets.
Due
to
the
notice
of
the
potential
Devon
Sale,
and
considering
the
uncertainty
created
by
that
process,
EnLink
management, and
the
ENLC
Conflicts
Committee
and
the
ENLK
Conflicts
Committee
(collectively,
the
"Conflicts
Committees")
paused
work
with
legal
counsel
regarding
the potential
Restructuring
Alternatives.
Prior
to
this
time,
neither
the
ENLC
Conflicts
Committee
nor
the
ENLK
Conflicts
Committee
had
engaged
a
financial
advisor with
respect
to
a
potential
transaction.
On
January
13,
2018,
the
ENLC
Conflicts
Committee
held
a
telephonic
meeting
with
representatives
of
RLF
and
discussed
the
status
of
the
potential transaction.
At
various
meetings
throughout
January,
February,
and
March
2018,
EnLink
management
and
Devon
management
met
to
discuss
the
potential
Devon
Sale, the
process
and
timeline
for
such
a
transaction,
potential
acquirers,
and
the
impact
of
such
a
transaction
on
EnLink's
business
and
the
various
Restructuring Alternatives.
During
this
time,
EnLink
management
also
met
with
Citi
on
multiple
occasions
to
discuss
the
market
for
MLPs
and
other
matters
related
to
the various
Restructuring
Alternatives.
On
March
14,
2018,
ENLC
formally
engaged
Citi
as
its
financial
advisor
in
connection
with
a
potential
simplification
transaction
based
on
its
reputation
in
the market,
experience
in
the
energy
industry,
and
familiarity
with
EnLink
from
its
experience
acting
as
EnLink's
financial
advisor
in
several
prior
projects. Throughout
April,
May,
and
June
2018,
EnLink
management
continued
to
meet
with
Citi
to
discuss
Restructuring
Alternatives,
specifically
focusing
on
an
ENLC Simplification.
On
June
5,
2018,
Devon
and
certain
of
its
subsidiaries
entered
into
a
Purchase
Agreement
with
GIP
Stetson
I
and
GIP
Stetson
II,
each
of
which
is
an
affiliate of
GIP,
pursuant
to
which
GIP
Stetson
I
and
GIP
Stetson
II
agreed
to
acquire,
in
the
aggregate,
all
of
the
equity
interests
held
by
the
Devon
36
Table
of
Contents
subsidiaries
in
ENLC,
EMM,
and
ENLK
for
aggregate
consideration
of
$3,125,000,000
in
cash.
On
July
18,
2018,
the
Devon
Sale
was
completed.
On
July
25,
2018,
EnLink
management
met
with
representatives
of
GIP
to
discuss
the
Restructuring
Alternatives
and
certain
analyses
prepared
by
Citi, including
information
regarding
the
process
and
general
orientation
with
respect
to
the
possible
transactions
to
consummate
the
Restructuring
Alternatives.
On July
26,
2018,
EnLink
management
discussed
with
representatives
of
Citi
the
impact
of
the
possible
Restructuring
Alternatives
on
EnLink's
credit
rating.
On
August
1,
2018,
EnLink
held
its
earnings
call
for
the
second
quarter
of
2018,
during
which
EnLink
management
noted
that
a
"top
priority"
for
ENLC
was to
evaluate
the
correct
long-term
organizational
structure
for
EnLink
that
would
provide
a
competitive
cost
of
capital
to
fund
its
growth
strategy.
On
August
13
and
August
15,
2018,
EnLink
management
met
with
representatives
of
Citi
to
discuss
the
Restructuring
Alternatives,
focusing
specifically
on an
ENLC
Simplification.
On
August
17,
2018,
the
EnLink
Boards
held
a
joint
meeting
to
discuss
the
Restructuring
Alternatives,
focusing
primarily
on
an
ENLC
Simplification, including
the
rationale
for
a
potential
transaction,
the
further
analysis
that
would
be
required,
and
the
anticipated
next
steps,
timing,
and
processes.
At
this
meeting, the
ENLC
Board
and
the
ENLK
Board
re-authorized
the
ENLC
Conflicts
Committee
and
the
ENLK
Conflicts
Committee,
respectively,
to
engage
a
financial advisor
in
connection
with
the
evaluation
of
a
potential
transaction
involving
the
Restructuring
Alternatives.
On
August
20,
2018,
the
ENLC
Conflicts
Committee
held
a
telephonic
meeting
with
representatives
of
RLF.
The
ENLC
Conflicts
Committee
discussed engaging
a
financial
advisor
to
assist
the
ENLC
Conflicts
Committee
in
connection
with
its
evaluation
of
a
potential
transaction.
The
ENLC
Conflicts
Committee discussed
the
relative
strengths
of
the
potential
advisors
it
had
interviewed
in
January
2018
and
the
independence
of
each
advisor.
The
ENLC
Conflicts
Committee determined
that
it
would
request
updated
information
from
Barclays
regarding
its
material
relationships
with
GIP
and
the
EnLink
family
of
companies
and,
subject to
an
acceptable
disclosure,
engage
Barclays
as
its
financial
advisor,
subject
to
negotiation
of
a
mutually
acceptable
fee
and
engagement
letter.
The
ENLC Conflicts
Committee
subsequently
received
a
relationship
disclosure
letter
from
Barclays
describing
its
material
relationships
with
GIP
and
EnLink.
On September
12,
2018,
the
ENLC
Conflicts
Committee
entered
into
an
engagement
letter
with
Barclays.
The
ENLC
Conflicts
Committee
selected
Barclays
due
to, among
other
factors,
its
experience
in
the
energy
industry,
including
with
respect
to
other
simplification
transactions,
reputation,
and
familiarity
with
ENLC.
On
August
23,
2018,
ENLK
engaged
Gibson,
Dunn
&
Crutcher
LLP
("Gibson
Dunn")
to
act
as
its
outside
legal
counsel
in
connection
with
a
potential transaction.
On
August
24,
2018,
the
ENLK
Conflicts
Committee
determined
to
discontinue
the
engagement
of
MNAT
as
legal
counsel
for
the
ENLK
Conflicts Committee
in
connection
with
a
potential
transaction
due
to
potential
conflicts
related
to
MNAT's
representation
of
GIP
on
other
matters.
Also
on
August
24,
2018, the
Chairman
of
the
ENLK
Conflicts
Committee,
on
behalf
of
the
ENLK
Conflicts
Committee,
held
a
call
with
a
representative
of
Potter
Anderson
&
Corroon
LLP ("Potter
Anderson")
for
the
purpose
of
determining
whether
to
engage
Potter
Anderson
as
legal
counsel
to
the
ENLK
Conflicts
Committee
in
connection
with
a potential
transaction.
Thereafter,
based
on,
among
things,
Potter
Anderson's
qualifications,
experience
representing
MLP
conflicts
committees,
and
independence with
respect
to
EnLink
and
GIP,
the
ENLK
Conflicts
Committee
determined
to
engage
Potter
Anderson
as
legal
counsel
in
connection
with
a
potential
transaction. An
engagement
letter
detailing
the
terms
of
Potter
Anderson's
engagement
was
subsequently
executed.
Also
on
August
24,
2018,
the
Chairman
of
the
ENLK
Conflicts
Committee,
on
behalf
of
the
ENLK
Conflicts
Committee,
held
a
call
with
representatives
of Evercore
to
discuss
the
potential
37
Table
of
Contents
engagement
of
Evercore
as
financial
advisor
to
the
ENLK
Conflicts
Committee.
Thereafter,
the
ENLK
Conflicts
Committee
determined,
based
on,
among
other things,
Evercore's
experience
in
the
energy
industry,
experience
with
MLP
simplification
transactions,
reputation
and
familiarity
with
EnLink,
and
in
light
of Evercore's
prior
engagements
on
behalf
of
the
ENLK
Conflicts
Committee,
to
engage
Evercore
as
financial
advisor
to
the
ENLK
Conflicts
Committee
in connection
with
a
potential
transaction,
subject
to
negotiation
of
a
mutually
acceptable
fee
and
engagement
letter.
Evercore
subsequently
provided
to
the
ENLK Conflicts
Committee
a
relationship
disclosure
letter
confirming
Evercore's
lack
of
material
relationships
with
EnLink
and
GIP,
other
than
Evercore's
prior engagements
by
the
ENLK
Conflicts
Committee.
An
engagement
letter
dated
September
13,
2018
detailing
the
terms
of
Evercore's
engagement
was
subsequently executed.
On
September
1,
2018,
EnLink
management
called
Christopher
Ortega,
a
member
of
the
ENLK
Board
who
was
designated
by
TPG,
which,
together
with
the Goldman
Parties,
are
the
owners
of
Enfield,
the
record
holder
of
all
of
the
ENLK
Series
B
Units.
During
this
call,
EnLink
management
and
Mr.
Ortega
discussed generally
the
possible
treatment
of
the
ENLK
Series
B
Units
in
the
potential
transaction
due
to
the
fact
that
the
ENLK
Series
B
Units
are
convertible
into
ENLK Common
Units,
all
of
which
would
be
exchanged
for
ENLC
Common
Units
if
the
potential
transaction
involved
an
ENLC
Simplification.
Following
this
call
on September
1,
2018,
EnLink
management
sent
to
representatives
of
TPG
and
the
Goldman
Parties
a
draft
term
sheet
reflecting
a
scenario
in
which
all
of
the
ENLK Series
B
Units
would
be
converted
into
a
new
series
of
preferred
units
issued
by
ENLC
in
connection
with
the
potential
transaction.
On
September
7,
2018,
EnLink management
held
a
conference
call
with
representatives
of
TPG
and
the
Goldman
Parties
regarding
the
potential
treatment
of
the
ENLK
Series
B
Units
in connection
with
a
potential
transaction.
In
early
September
2018,
EnLink
management,
following
a
review
of
the
potential
financial
impacts
of
the
various
Restructuring
Alternatives
and
the
pro forma
impacts
of
any
such
transaction,
determined
that
an
ENLC
Simplification
was
preferable
to
the
IDR
Restructuring
and
the
ENLK
Acquisition
because
the ENLC
Simplification
would
provide
a
comprehensive
solution
to,
among
other
things,
reduce
EnLink's
overall
cost
of
capital,
simplify
its
organizational
structure, improve
trading
liquidity,
and
generally
improve
access
to
the
capital
markets.
On
September
14,
2018,
the
ENLK
Conflicts
Committee
held
a
telephonic
meeting
with
representatives
of
Potter
Anderson
and
Evercore
in
attendance. Among
other
things
discussed
during
the
meeting,
Potter
Anderson
reviewed
with
the
ENLK
Conflicts
Committee
the
form
of
resolutions
to
be
considered
by
the ENLK
Board
at
a
joint
board
meeting
to
be
held
on
September
19,
2018
and
the
ENLK
Conflicts
Committee's
possible
mandate
and
responsibilities
thereunder. During
the
meeting,
the
ENLK
Conflicts
Committee
considered
and
affirmed
each
member's
independence
and
disinterestedness
with
respect
to
a
potential transaction
and
satisfaction
of
the
independence
requirements
for
service
as
a
member
of
the
ENLK
Conflicts
Committee.
The
ENLK
Conflicts
Committee
and
its advisors
then
discussed
the
anticipated
process
for
evaluating
and
negotiating
a
potential
transaction.
On
September
18,
2018,
the
ENLC
Conflicts
Committee
held
a
telephonic
meeting
with
representatives
of
Barclays
and
RLF.
The
ENLC
Conflicts Committee
discussed
organizational
matters
in
anticipation
of
an
ENLC
Board
meeting
and
management
presentation
scheduled
for
the
following
day
regarding
an ENLC
Simplification
(the
"Proposed
Transaction").
The
RLF
representatives
explained
the
scope
of
draft
ENLC
Board
resolutions
that
would
delegate
authority
to the
ENLC
Conflicts
Committee
to
review,
evaluate,
and
negotiate
the
Proposed
Transaction.
Barclays
presented
information
pertaining
to
the
recent
trend
of simplification
transactions
in
the
midstream
market.
The
ENLC
Conflicts
Committee
discussed
process
and
timing
matters
for
evaluating
the
Proposed Transaction.
38
Table
of
Contents
On
September
19,
2018,
the
EnLink
Boards
held
a
joint
board
meeting
in
Dallas,
Texas
to
discuss
the
Restructuring
Alternatives.
In
addition
to
EnLink management,
representatives
from
Baker
Botts,
Citi,
RLF,
Barclays,
Potter
Anderson,
Gibson
Dunn,
and
Evercore
attended
this
meeting
in
person.
At
this
joint board
meeting,
representatives
from
Citi
made
a
presentation
regarding
midstream
market
trends,
including
trends
toward
simplified
organizational
structures
and governance,
precedent
simplification
transactions,
and
the
relative
benefits
and
drawbacks
of
the
various
Restructuring
Alternatives,
including
the
financial
impact on
EnLink
and
the
comprehensive
solution
provided
by
the
Proposed
Transaction.
Citi's
financial
analysis
applied
an
illustrative
exchange
ratio
of
1.06
ENLC Common
Units
for
each
ENLK
Common
Unit
for
purposes
of
demonstrating
the
various
financial
impacts
of
the
Proposed
Transaction.
The
EnLink
Boards
and the
advisors
to
ENLC,
ENLK,
and
the
Conflicts
Committees
reviewed
and
discussed
Citi's
presentation,
in
particular
Citi's
observation
that
the
ENLK
Common Units
and
ENLC
Common
Units,
which
previously
traded
in
relative
parity,
experienced
a
decoupling
in
their
relative
trading
values
starting
in
early
August
2018. EnLink
management
also
proposed
a
process
by
which
the
Conflicts
Committees
and
their
advisors
would
continue
their
analysis
and
evaluation
with
respect
to
an appropriate
exchange
ratio
assuming
a
potential
transaction
structured
as
an
ENLC
Simplification,
following
which
the
Conflicts
Committees
and
their
advisors would
negotiate
and
finalize
the
material
terms
of
a
Proposed
Transaction.
At
the
September
19
meeting,
each
of
the
ENLC
Board
and
the
ENLK
Board
adopted
resolutions
(i)
affirming
that
each
of
the
members
of
the
ENLC Conflicts
Committee
and
the
ENLK
Conflicts
Committee,
respectively,
satisfied
the
independence
and
other
requirements
to
serve
as
members
of
the
applicable Conflicts
Committee
and
(ii)
delegating
to
the
ENLC
Conflicts
Committee
and
the
ENLK
Conflicts
Committee,
respectively,
among
other
things,
the
power
and authority
to
review,
evaluate,
and
negotiate
the
terms
and
conditions,
and
determine
the
advisability
of,
a
Proposed
Transaction.
Also
at
the
September
19
meeting,
EnLink
management
indicated
that
they
intended
to
review
the
Proposed
Transaction
with
credit
ratings
agencies
to understand
the
agencies'
perspective
on
such
a
transaction.
Immediately
following
the
joint
board
meeting,
the
ENLK
Conflicts
Committee
held
an
in-person
meeting
with
representatives
of
Potter
Anderson
and Evercore
to
discuss
their
impressions
from
the
joint
board
meeting
and
their
immediate
reactions
to
Citi's
presentation,
as
well
as
the
role
of
the
ENLK
Conflicts Committee,
the
anticipated
diligence
process
going
forward
and
the
appropriate
level
of
oversight
of
negotiations
regarding
the
treatment
of
the
ENLK
Series
B Units.
On
September
20,
2018,
EnLink
management
provided
to
each
Conflicts
Committee
and
its
financial
advisor
certain
financial
information
regarding
ENLC and
ENLK,
including
financial
projections
through
fiscal
year
ended
December
31,
2021
for
ENLC,
ENLK,
and
Pro
Forma
ENLC.
See
"--Unaudited
Projected Financial
Information."
On
September
21,
2018,
EnLink
management
held
a
conference
call
with
representatives
of
TPG
and
the
Goldman
Parties
regarding
the
Proposed
Transaction and
the
potential
impact
on
the
ENLK
Series
B
Units.
Also
on
September
21,
2018,
representatives
of
Vinson
&
Elkins
LLP
("V&E"),
counsel
to
TPG,
contacted
Potter
Anderson
and
expressed
their
view
that
the interests
of
the
ENLK
Series
B
Unitholders
and
the
ENLK
Common
Unitholders
were
aligned
with
respect
to
the
exchange
ratio,
and
that,
as
the
process
moved forward,
TPG
wished
to
have
the
opportunity
to
provide
input
to
the
ENLK
Conflicts
Committee
through
communications
between
their
respective
bankers
and through
direct
communications
with
the
ENLK
Conflicts
Committee.
Potter
Anderson
informed
V&E
that,
subject
to
the
ENLK
Conflicts
Committee's consideration
of
the
request
and
further
directions
regarding
the
same,
any
such
communications
should
first
be
arranged
through
Potter
Anderson.
39
Table
of
Contents
On
September
24,
2018,
EnLink
management
held
confidential
meetings
with
the
ratings
agencies
(S&P,
Moody's,
and
Fitch)
to
determine
the
likely
impact of
the
Proposed
Transaction
on
the
credit
ratings
of
EnLink.
In
early
October,
each
of
the
ratings
agencies
advised
EnLink
management
of
its
expectation
that EnLink's
current
ratings
would
be
affirmed
based
upon
the
Proposed
Transaction.
In
late
September
2018,
the
financial
advisors
to
the
Conflicts
Committees
distributed
due
diligence
requests
and
performed
due
diligence
reviews
of
EnLink. An
initial
due
diligence
session
was
held
with
EnLink
management
and
representatives
of
Evercore
and
Potter
Anderson
on
September
26,
2018.
EnLink management
held
a
due
diligence
session
with
the
ENLC
Conflicts
Committee
and
representatives
of
Barclays
and
RLF
on
September
28,
2018.
During
these diligence
sessions,
the
parties
discussed
in
detail
various
business,
operating,
and
financial
diligence
matters,
including
key
assumptions
underlying
EnLink management's
projections.
In
the
days
following
these
sessions,
EnLink
management
continued
to
provide
representatives
of
Barclays
and
Evercore
with
additional requested
due
diligence
information,
and
EnLink
management
and
representatives
of
Barclays
and
Evercore
each
held
follow-up
due
diligence
calls.
During
the
first
week
of
October,
EnLink
management
discussed
several
times
the
impact
of
the
Proposed
Transaction
on
the
ENLK
Series
B
Units
(the "Series
B
Restructuring")
with
representatives
of
TPG
and
the
Goldman
Parties.
On
October
2,
2018,
the
ENLK
Conflicts
Committee
held
a
telephonic
meeting
with
representatives
of
Potter
Anderson
and
Evercore,
during
which
the ENLK
Conflicts
Committee
and
its
advisors
discussed,
among
other
things,
Evercore's
financial
diligence,
the
status
of
negotiations
of
the
Series
B
Restructuring and
related
legal
issues
regarding
the
treatment
of
the
ENLK
Series
B
Units
in
the
Proposed
Transaction,
and
TPG's
request
to
provide
input
for
consideration
by the
ENLK
Conflicts
Committee.
Evercore
also
presented
a
preliminary
analysis
to
the
ENLK
Conflicts
Committee
of
the
financial
terms
of
the
Proposed Transaction.
After
deliberation
with
its
advisors,
the
ENLK
Conflicts
Committee
determined
to
provide
to
EnLink
management
a
preliminary
indication
that
an exchange
ratio
of
1.14
ENLC
Common
Units
for
each
ENLK
Common
Unit
in
an
ENLC
Simplification
would
be
appropriate,
subject
to
further
diligence
and analysis,
including
with
respect
to
tax
implications,
and
subject
to
input
from
TPG.
The
ENLK
Conflicts
Committee
also
directed
Evercore
to
confer
with
TPG's financial
advisor
regarding
the
Proposed
Transaction
so
long
as
Evercore
was
in
"listen-only
mode"
during
such
conference,
meaning
that
Evercore
would
hear
the views
of
such
financial
advisor
but
would
not
provide
any
information.
Later
in
the
evening
of
October
2,
2018,
at
the
direction
of
the
ENLK
Conflicts
Committee, representatives
of
Evercore
provided
to
EnLink
management
the
preliminary
indication
discussed
during
the
ENLK
Conflicts
Committee
meeting
held
earlier
that day.
On
October
3,
2018,
EnLink
management
distributed
a
draft
term
sheet
reflecting
the
proposed
Series
B
Restructuring
to
representatives
of
TPG
and
the Goldman
Parties.
The
draft
term
sheet
contemplated
that
the
ENLK
Series
B
Units
would
remain
outstanding
at
ENLK
following
the
consummation
of
the Proposed
Transaction
and
that
Enfield
would
be
issued
a
new
class
of
common
units,
which
represented
a
non-economic,
voting
membership
interest
in
ENLC
in order
to
provide
Enfield
with
substantially
equivalent
voting
rights
at
ENLC
following
the
Proposed
Transaction
as
Enfield
currently
has
with
respect
to
ENLK.
Also
on
October
3,
2018,
representatives
of
V&E
contacted
Potter
Anderson
and
requested
a
meeting
between
Evercore
and
Jefferies
LLC,
financial
advisor to
TPG
("Jefferies").
On
October
4,
2018,
representatives
of
Evercore
met
telephonically
with
representatives
of
Jefferies,
during
which
Evercore
participated
in
"listen-only
mode" and
Jefferies
provided
its
views
as
to
certain
aspects
of
EnLink's
business
prospects,
forecasts,
and
diligence
matters.
On
October
5,
2018,
the
EnLink
Boards
held
an
optional
informational
board
session
for
any
directors
who
wished
to
participate.
Among
other
things,
EnLink management
discussed
certain
assumptions
and
financial
data
underlying
the
Citi
presentation
discussed
at
the
September
19
joint
board
meeting
in
Dallas,
Texas.
40
Table
of
Contents
On
October
5,
2018,
EnLink
management
and
a
representative
of
Baker
Botts
conferenced
telephonically
with
representatives
of
V&E
to
discuss
the
term sheet
regarding
the
Series
B
Restructuring.
On
October
5,
2018,
the
ENLC
Conflicts
Committee
held
a
telephonic
meeting
with
representatives
of
Barclays
and
RLF.
Barclays
made
a
presentation
to
the ENLC
Conflicts
Committee
regarding,
among
other
things,
(i)
the
recent
trend
of
simplification
transactions
in
the
MLP
space,
(ii)
the
recent
trading
performance of
ENLC
and
ENLK,
and
(iii)
certain
potential
alternatives
for
ENLC
to
the
Proposed
Transaction,
including
(1)
maintaining
the
status
quo,
(2)
the
IDR Restructuring,
and
(3)
the
ENLK
Acquisition.
Barclays
presented
preliminary
financial
analysis
of
the
Proposed
Transaction
and
the
ENLC
Conflicts
Committee discussed
preliminary
reactions
regarding
a
potential
exchange
ratio
for
the
Proposed
Transaction.
Also
on
October
5,
2018,
the
Chairman
of
the
ENLC
Conflicts
Committee
and
EnLink
management
discussed
the
ENLC
Conflicts
Committee's
and management's
expectations
regarding
the
process
for
negotiating
the
material
terms
of
the
Proposed
Transaction.
On
October
6,
2018,
representatives
of
Evercore
and
Jefferies
held
a
telephonic
meeting
during
which
Jefferies
conveyed
TPG's
perspective
on
certain
of EnLink
management's
assumptions
and
financial
data
underlying
the
Citi
presentation
discussed
at
the
September
19
joint
board
meeting
in
Dallas,
Texas.
On
October
7
and
October
8,
2018,
EnLink
management
discussed,
with
representatives
of
Citi,
EnLink
management's
preliminary
view
regarding
valuation and
potential
transaction
terms.
On
October
8,
2018,
EnLink
management
held
a
telephonic
diligence
session
with
the
members
of
the
ENLK
Conflicts
Committee
and
representatives
of Potter
Anderson,
Evercore,
and
Gibson
Dunn.
EnLink
management
reviewed
the
state
of
negotiations
with
TPG
regarding
the
Series
B
Restructuring
and
related legal
issues
regarding
the
treatment
of
the
ENLK
Series
B
Units
in
the
Proposed
Transaction.
EnLink
management
also
discussed,
among
other
things,
the contemplated
treatment
of
the
ENLK
Series
C
Units
in
the
Proposed
Transaction
and
related
legal
issues,
federal
income
tax
considerations,
pending
litigation,
and current
contractual
and
regulatory
compliance
matters
with
respect
to
EnLink.
During
the
session,
the
ENLK
Conflicts
Committee
requested
additional
information concerning
EnLink
management's
consideration
of
alternative
structures
for
the
Proposed
Transaction
including
conversion
of
ENLC
to
a
corporation
and
the merger
of
both
ENLC
and
ENLK
into
a
new
entity.
EnLink
management
provided
responses
to
such
questions
during
such
due
diligence
session
and
through follow-up
correspondence
after
such
session.
Immediately
after
the
diligence
session,
the
ENLK
Conflicts
Committee
held
a
telephonic
meeting
with
representatives
of
Potter
Anderson
and
Evercore. Representatives
of
Evercore
reviewed
a
list
of
questions
and
observations
prepared
by
Jefferies
with
respect
to
EnLink
management's
assumptions
and
financial data
discussed
at
the
October
5
optional
informational
board
session.
The
ENLK
Conflicts
Committee
directed
Evercore
to
conduct
follow-up
diligence
on
these points
with
EnLink
management.
Representatives
of
Evercore
then
presented
a
preliminary
tax
analysis
of
the
Proposed
Transaction.
The
ENLK
Conflicts Committee
discussed
with
its
advisors
the
implication
of
the
potential
tax
burden
on
the
exchange
ratio
and
the
ENLK
Conflict
Committee's
negotiating
strategy moving
forward.
On
October
9,
2018,
the
Chairman
of
the
ENLC
Conflicts
Committee
and
representatives
of
Barclays
and
RLF
held
a
telephonic
meeting.
During
that meeting,
the
Chairman
of
the
ENLC
Conflicts
Committee
reported
on
his
recent
discussion
with
EnLink
management,
and
Barclays
presented
an
overview
of
a precedent
simplification
transaction
that
was
announced
that
day.
There
was
discussion
during
the
meeting
of
potential
negotiating
dynamics
for
the
Proposed Transaction.
41
Table
of
Contents
On
October
9,
2018,
Mr.
Ortega
of
TPG
requested
a
meeting
with
the
ENLK
Conflicts
Committee
to
share
TPG's
perspectives
on
the
Proposed
Transaction and
to
walk
through
certain
points
previously
raised
by
Jefferies
with
Evercore.
On
October
9,
2018,
EnLink
management
conducted
an
additional
due
diligence
session
with
the
ENLK
Conflicts
Committee
and
representatives
of
Potter Anderson
and
Evercore.
During
this
meeting,
at
the
request
of
Evercore,
EnLink
management
further
explained
the
forecasts
and
financial
data
discussed
at
the October
5
optional
informational
board
session.
Immediately
following
the
due
diligence
call,
the
ENLK
Conflicts
Committee
held
a
telephonic
meeting
with
representatives
of
Potter
Anderson
and Evercore.
Representatives
of
Evercore
reviewed
its
revised
tax
analysis.
The
ENLK
Conflicts
Committee
also
discussed
Mr.
Ortega's
request
for
a
meeting
and determined
to
schedule
a
call
for
such
purpose
later
in
the
day.
Later
that
day,
the
ENLK
Conflicts
Committee
held
a
conference
call
with
Mr.
Ortega,
with
representatives
of
Potter
Anderson
and
Evercore
also
in attendance.
During
the
call,
Mr.
Ortega
reviewed
TPG's
perspectives
on
the
Proposed
Transaction
and
walked
through
certain
points
previously
raised
by
Jefferies with
Evercore.
Later
on
October
9,
2018,
the
ENLK
Conflicts
Committee
held
a
telephonic
meeting
with
representatives
of
Potter
Anderson
and
Evercore.
Among
other things,
the
ENLK
Conflicts
Committee
discussed
current
unit
prices,
Evercore's
preliminary
analysis
of
the
financial
terms
of
the
Proposed
Transaction
and financial
due
diligence
sessions
with
EnLink
management,
and
TPG's
input.
Following
discussion,
the
ENLK
Conflicts
Committee
determined
that
an
updated indication
of
an
appropriate
exchange
ratio
should
be
provided
to
EnLink
management.
The
ENLK
Conflicts
Committee
then
determined
that
an
exchange
ratio
of 1.20
ENLC
Common
Units
for
each
ENLK
Common
Unit
would
be
appropriate.
Subsequently
on
such
date,
at
the
direction
of
the
ENLK
Conflicts
Committee, representatives
of
Evercore
provided
to
EnLink
management
the
indication
discussed
at
the
ENLK
Conflicts
Committee
meeting
held
earlier
that
day.
Also
on
October
9,
2018,
V&E
distributed
a
revised
draft
of
the
term
sheet
regarding
the
Series
B
Restructuring
to
Baker
Botts.
From
October
1
to
October
12,
2018,
Baker
Botts
and
EnLink
management
discussed,
and
Baker
Botts
revised,
the
draft
Merger
Agreement
prepared
by Baker
Botts
with
respect
to
the
Proposed
Transaction.
On
October
12,
2018,
the
ENLC
Board
held
a
special
board
meeting.
At
the
meeting,
ENLC
management
discussed
the
Proposed
Transaction
with
the
ENLC Board,
including
market
receptivity
for
the
Proposed
Transaction,
and
informed
the
ENLC
Board
of
management's
view
that
an
appropriate
transaction
would involve
an
acquisition
by
ENLC
of
all
of
the
ENLK
Common
Units
not
already
owned
by
ENLC
or
its
subsidiaries
at
an
exchange
ratio
of
1.10
ENLC
Common Units
for
each
ENLK
Common
Unit
and
the
cancellation
of
the
IDRs.
The
ENLC
Board
did
not
take
any
action
with
respect
to
the
Proposed
Transaction
or management's
viewpoint
with
respect
to
an
appropriate
transaction
at
such
meeting.
Following
the
meeting,
EnLink
management
called
the
Chairman
of
the
ENLK Conflicts
Committee
and
communicated
the
viewpoint
of
EnLink
management
that
(i)
a
fixed
exchange
ratio
of
1.10
ENLC
Common
Units
for
each
ENLK Common
Unit
would
be
appropriate
for
the
Proposed
Transaction
and
(ii)
ENLC
was
only
interested
in
a
"roll-up"-styled
simplification
transaction
involving
the cancellation
of
the
IDRs.
A
member
of
EnLink
management
followed
this
conversation
with
an
email
to
the
Chairman
of
the
ENLK
Conflicts
Committee,
copying the
other
member
of
the
ENLK
Conflicts
Committee
and
representatives
of
Evercore,
Potter
Anderson,
and
EnLink
management.
In
this
email,
EnLink management
reiterated
management's
viewpoint,
attached
an
initial
draft
of
the
Merger
Agreement,
and
requested
that
the
ENLK
Conflicts
Committee
commence direct
negotiations
with
the
ENLC
Conflicts
Committee
and
its
advisors
regarding
the
42
Table
of
Contents
Proposed
Transaction.
EnLink
management
also
distributed
the
initial
draft
of
the
Merger
Agreement
to
RLF.
The
initial
draft
of
the
Merger
Agreement,
among
other
things,
(i)
provided
that
the
obligations
of
ENLK
and
ENLC
to
consummate
the
Proposed
Transaction would
be
conditioned
on,
among
other
things,
the
approval
of
the
Merger
Agreement
by
the
affirmative
vote
of
the
ENLK
Voting
Unitholders,
and
the
approval
of the
issuance
of
the
merger
consideration
by
the
affirmative
vote
or
written
consent
of
holders
of
a
majority
of
the
outstanding
ENLC
Common
Units,
(ii)
included substantially
reciprocal
and
customary
representations
and
warranties,
(iii)
included
substantially
reciprocal
restrictions
on
each
party's
business
during
the
period between
execution
of
the
Merger
Agreement
and
the
closing
of
the
merger
(the
"interim
period"),
(iv)
included
a
"no-shop"
covenant
restricting
ENLK's
ability
to pursue
an
alternative
proposal
and
restricting
the
ENLK
Board
and
ENLK
Conflicts
Committee
from
changing
their
recommendation
of
the
Proposed
Transaction to
the
ENLK
Voting
Unitholders,
in
each
case,
subject
to
certain
exceptions,
(v)
included
a
"force
the
vote"
provision
that
would
require
ENLK
to
submit
the transaction
for
approval
by
the
ENLK
Voting
Unitholders
regardless
of
any
change
of
recommendation
by
the
ENLK
Board
or
the
ENLK
Conflicts
Committee, (vi)
provided
that
ENLC
could
terminate
the
Merger
Agreement
to
accept
an
alternative
proposal
for
ENLC,
(vii)
provided
for
the
reimbursement
of
expenses
of ENLK
or
ENLC,
as
applicable,
under
specified
circumstances
and
subject
to
a
maximum
amount,
for
each
of
ENLC
and
ENLK,
of
$5
million,
and
(viii)
provided for
a
termination
fee
of
$62.5
million
payable
by
ENLK
to
ENLC
under
specified
circumstances.
Also
on
October
12,
2018,
Baker
Botts
distributed
to
V&E
initial
drafts
of
the
Amended
ENLK
Partnership
Agreement
and
the
Amended
ENLC
Operating Agreement
(collectively,
the
"Amended
Governing
Documents"),
which
contained
the
material
terms
to
govern
the
Series
B
Restructuring.
On
October
15,
2018,
the
Chairman
of
the
ENLC
Conflicts
Committee
and
representatives
of
Barclays
and
RLF
held
a
telephonic
meeting.
During
this meeting,
the
Chairman
of
the
ENLC
Conflicts
Committee
reported
on
the
exchange
ratio
discussions
that
occurred
during
the
October
12,
2018
ENLC
Board meeting
and
noted
that
management's
viewpoint
was
expressed
to
the
ENLK
Conflicts
Committee.
Also
during
this
meeting,
the
RLF
representatives
provided
an overview
of
the
draft
Merger
Agreement.
There
was
discussion
during
this
meeting
regarding
the
expected
timing
for
the
ENLK
Conflicts
Committee
to
provide the
ENLC
Conflicts
Committee
with
a
response
to
management's
viewpoint
on
the
terms
of
the
Proposed
Transaction.
Also
on
October
15,
2018,
the
ENLK
Conflicts
Committee
held
a
telephonic
meeting
with
representatives
of
Potter
Anderson,
Evercore,
and
Gibson
Dunn
in attendance
for
the
purpose
of
discussing
the
terms
of
EnLink
management's
viewpoint,
including
the
indicated
1.10
exchange
ratio,
and
the
draft
Merger Agreement.
Following
consideration
of
ENLC
management's
viewpoints
and
certain
key
issues
in
the
Merger
Agreement,
the
ENLK
Conflicts
Committee determined
to
engage
in
negotiations
with
the
ENLC
Conflicts
Committee
for
the
purpose
of
coming
to
terms
on
a
Proposed
Transaction.
The
ENLK
Conflicts Committee
also
determined
to
address
key
issues
prior
to
submitting
a
revised
draft
of
the
Merger
Agreement
to
Baker
Botts
and
RLF.
After
further
deliberations, the
ENLK
Conflicts
Committee
directed
Evercore
to
provide
to
Barclays
the
ENLK
Conflicts
Committee's
positions
on
the
following
material
terms:
(i)
an exchange
ratio
of
1.20
ENLC
Common
Units
for
each
ENLK
Common
Unit,
(ii)
a
requirement
that
ENLK
maintain
its
distribution
levels
with
recent
historical amounts
for
pre-closing
periods
and
the
continued
payment
to
ENLK
Common
Unitholders
of
quarterly
distributions
through
the
quarter
immediately
preceding the
quarter
in
which
the
closing
occurs,
(iii)
the
payment
to
ENLK
Public
Unitholders
of
a
pro
rata
distribution
for
the
quarter
in
which
the
closing
occurs
(the "special
pro
rata
distribution"),
(iv)
complete
resolution
of
the
Series
B
Restructuring
prior
to
signing,
with
the
ENLK
Conflicts
Committee
reserving
the
right
to revisit
economic
terms
if
the
ENLK
Series
B
Unitholders
are
to
receive
consideration
at
the
expense
of
the
ENLK
Common
Unitholders,
(v)
a
condition
that
the Merger
Agreement
be
approved
by
a
majority
of
the
ENLK
Unaffiliated
Unitholders
(the
"majority
of
minority
vote
condition"),
(vi)
a
requirement
that
43
Table
of
Contents
GIP
Stetson
II,
in
its
capacity
as
the
ENLC
Majority
Unitholder,
execute
and
deliver
an
irrevocable
written
consent
approving
the
ENLC
Merger
Issuance concurrently
with
the
execution
of
the
Merger
Agreement,
(vii)
the
elimination
of
the
provision
allowing
ENLC
to
terminate
the
Merger
Agreement
to
accept
an alternative
proposal
for
ENLC,
and
(viii)
the
inclusion
of
provisions
allowing
ENLK
to
change
its
recommendation
in
connection
with
an
intervening
event
as
well as
a
superior
proposal,
allowing
ENLK
to
terminate
the
Merger
Agreement
upon
a
superior
proposal
for
ENLK,
and
requiring
the
ENLK
Conflicts
Committee
to authorize
all
consents
and
actions
on
behalf
of
ENLK
under
the
Merger
Agreement.
Later
on
October
15,
2018,
at
the
direction
of
the
ENLK
Conflicts
Committee,
representatives
of
Evercore
communicated
the
terms
discussed
at
the
ENLK Conflicts
Committee
meeting
held
earlier
that
day
to
Barclays.
On
October
16,
2018,
Baker
Botts
distributed
to
V&E
an
initial
draft
of
the
Preferred
Restructuring
Agreement,
which
contained
the
agreement
of
ENLC, ENLK,
EMM,
EGP,
Enfield,
TPG,
and
the
Goldman
Parties,
with
respect
to
(i)
the
treatment
of
the
ENLK
Series
B
Units
in
connection
with
the
Proposed Transaction
and
(ii)
the
execution
by
the
applicable
parties,
upon
the
consummation
of
the
Merger,
of
the
Amended
Governing
Documents,
the
Amended
Board Representation
Agreement,
the
Amended
Board
Information
Rights
Letter,
and
the
Amended
Registration
Rights
Agreement
(collectively,
together
with
the Preferred
Restructuring
Agreement,
the
"Series
B
Documents").
Later
on
October
16,
2018,
the
Chairman
of
the
ENLC
Conflicts
Committee
and
representatives
of
Barclays
and
RLF
held
a
telephonic
meeting.
During
this meeting,
Barclays
reported
the
ENLK
Conflicts
Committee's
counterproposal
that
was
communicated
to
Barclays
the
previous
day.
There
was
also
discussion regarding
the
ENLK
Conflicts
Committee's
counterproposal
and
potential
responses.
At
the
request
of
the
ENLC
Conflicts
Committee,
a
management representative
joined
the
telephone
conference
and,
after
Barclays
had
explained
the
ENLK
Conflicts
Committee's
counterproposal,
the
management
representative provided
initial
reactions
to
the
exchange
ratio
proposal.
After
the
management
representative
disconnected
from
the
call,
a
counterproposal
was
discussed.
As
a result
of
this
discussion,
it
was
determined
that
an
exchange
ratio
of
1.12
ENLC
Common
Units
for
each
ENLK
Common
Unit
would
be
proposed
to
the
ENLK Conflicts
Committee,
the
majority
of
minority
vote
condition
would
be
rejected,
and
the
ENLK
Conflicts
Committee
would
be
requested
to
provide
a
markup
of the
Merger
Agreement
detailing
all
of
their
proposed
changes.
At
the
instruction
of
the
ENLC
Conflicts
Committee,
Barclays
contacted
Evercore
on
October
16, 2018,
and
delivered
the
counterproposal.
On
October
16,
2018,
a
representative
of
RLF
called
Potter
Anderson
for
the
purpose
of
clarifying
certain
of
the
terms
communicated
the
prior
evening
by Evercore
to
Barclays.
On
October
16,
2018,
representatives
of
Gibson
Dunn,
Potter
Anderson,
and
EnLink
management
held
a
conference
call
to
discuss
the
status
of
negotiations with
TPG
and
the
Goldman
Parties
regarding
the
Series
B
Restructuring.
On
October
17,
2018,
representatives
of
Gibson
Dunn,
Potter
Anderson,
and
EnLink
management
held
a
conference
call
to
discuss
the
initial
draft
of
the Merger
Agreement
and
the
negotiations
of
the
Series
B
Restructuring.
Subsequently,
Baker
Botts
distributed
to
Potter
Anderson
drafts
of
the
Preferred Restructuring
Agreement,
the
Amended
Governing
Documents,
a
term
sheet
with
respect
to
the
Series
B
Restructuring,
and
the
ENLK
Support
Agreement.
On
October
17,
2018,
the
ENLK
Conflicts
Committee
held
a
telephonic
meeting
with
representatives
of
Potter
Anderson
and
Evercore
to
discuss
the
ENLC counterproposal.
After
deliberations,
the
ENLK
Conflicts
Committee
determined
to
respond
to
the
ENLC
counterproposal
with
a
revised
proposal,
the
terms
of which
were
an
exchange
ratio
of
1.18
ENLC
Common
Units
for
44
Table
of
Contents
each
ENLK
Common
Unit
and
the
same
terms
previously
proposed
by
the
ENLK
Conflicts
Committee,
including
(i)
a
majority
of
minority
vote
condition,
(ii)
a requirement
that
ENLK
maintain
its
distribution
levels
with
recent
historical
amounts
for
pre-closing
periods
and
the
continued
payment
to
ENLK
Common Unitholders
of
quarterly
distributions
through
the
quarter
immediately
preceding
the
quarter
in
which
the
closing
occurs,
and
(iii)
a
special
pro
rata
distribution. The
ENLK
Conflicts
Committee
also
discussed
material
terms
of
the
draft
Merger
Agreement
and
the
related
support
agreements,
and
after
such
discussion, authorized
Potter
Anderson
to
work
with
Gibson
Dunn
to
prepare
and
send
a
revised
draft
of
the
Merger
Agreement
to
Baker
Botts
and
RLF,
incorporating
the
deal terms
included
in
the
ENLK
Conflicts
Committee's
revised
proposal
and
other
revisions
considered
by
the
ENLK
Conflicts
Committee.
Later
on
October
17,
2018,
at
the
direction
of
the
ENLK
Conflicts
Committee,
representatives
of
Evercore
provided
the
ENLK
Conflicts
Committee's
revised proposal
discussed
at
the
ENLK
Conflicts
Committee
meeting
held
earlier
that
day
to
Barclays.
Later
on
October
17,
2018,
the
Chairman
of
the
ENLC
Conflicts
Committee
and
representatives
of
Barclays
and
RLF
held
a
telephonic
meeting.
Barclays explained
the
most
recent
counterproposal
made
by
the
ENLK
Conflicts
Committee
and
potential
responses
were
discussed.
Representatives
of
RLF
presented legal
issues
in
the
Merger
Agreement
raised
by
the
ENLK
Conflicts
Committee,
including
(i)
the
majority
of
minority
vote
condition,
(ii)
the
authority
of
the ENLK
Conflicts
Committee
to
make
a
recommendation
change
in
light
of
an
intervening
event,
(iii)
the
ENLK
Board's
authority
to
terminate
the
Merger Agreement
in
connection
with
a
superior
proposal,
(iv)
GIP
Stetson
II's
consent
to
the
ENLC
Merger
Issuance,
and
(v)
the
procedure
for
amending
the
Merger Agreement.
At
the
request
of
the
ENLC
Conflicts
Committee,
representatives
of
EnLink
management
joined
the
telephone
conference
to
discuss
and
provide
their reactions
to
the
ENLK
Conflicts
Committee's
counterproposal.
After
the
representatives
of
EnLink
management
were
disconnected
from
the
call,
next
steps
were discussed.
After
discussion,
it
was
determined
that
Barclays
would
contact
Evercore
and
explain
that
the
ENLC
Conflicts
Committee
was
not
willing
to
accept
a majority
of
minority
vote
condition
and
to
request
clarification
regarding
the
terms
of
the
proposed
special
pro
rata
distribution.
In
the
morning
of
October
18,
2018,
at
the
instruction
of
the
ENLC
Conflicts
Committee,
representatives
of
Barclays
contacted
representatives
of
Evercore
to discuss
the
ENLC
Conflicts
Committee's
response
to
the
ENLK
Conflicts
Committee's
revised
proposal.
On
October
18,
2018,
Gibson
Dunn
delivered
a
revised
draft
of
the
Merger
Agreement
and
a
revised
draft
of
the
ENLK
Support
Agreement
to
RLF
and
Baker Botts,
and
copied
EnLink
management.
The
revised
draft
Merger
Agreement,
among
other
things,
(i)
included
a
majority
of
minority
vote
condition,
(ii)
required that
GIP
Stetson
II
execute
and
deliver,
concurrently
with
the
execution
of
the
Merger
Agreement,
an
irrevocable
written
consent,
in
its
capacity
as
majority unitholder
of
ENLC,
approving
the
ENLC
Merger
Issuance
and
enter
into
a
support
agreement
with
ENLK
(the
"GIP
Support
Agreement"),
(iii)
required
payment of
a
special
pro
rata
distribution,
(iv)
required
that
ENLK
continue
to
declare
and
pay
quarterly
distributions
in
the
ordinary
course
and
consistent
with
past
practice during
the
interim
period
in
an
amount
per
quarter
of
at
least
$0.39
per
ENLK
Common
Unit
outstanding,
for
each
quarter
preceding
the
quarter
in
which
the closing
occurs,
(iv)
included
the
ability
of
the
ENLK
Board
or
ENLK
Conflicts
Committee
(a)
to
make
a
recommendation
change
in
connection
with
certain intervening
events
as
well
as
in
connection
with
a
superior
proposal
and
(b)
to
terminate
the
Merger
Agreement
in
connection
with
the
receipt
of
a
superior proposal,
(v)
eliminated
the
"force
the
vote"
provision,
(vi)
eliminated
the
termination
fee
provisions,
(vii)
eliminated
the
expense
reimbursement
provisions
other than
the
obligations
of
ENLK
to
reimburse
ENLC
for
its
expenses
in
the
event
of
a
termination
by
ENLC
following
a
change
of
recommendation
by
the
ENLK Board
or
ENLK
Conflicts
Committee
or
a
termination
by
ENLK
in
connection
with
the
receipt
of
a
superior
proposal,
(viii)
eliminated
ENLC's
ability
to
terminate the
45
Table
of
Contents
Merger
Agreement
to
accept
an
alternative
proposal
for
ENLC,
(ix)
provided
that
ENLK
Conflicts
Committee
approval
would
be
required
to
authorize
ENLK
to agree
to
the
termination
of,
any
amendments
to,
any
extensions
of
time
and
waivers
relating
to,
and
other
consents
with
respect
to,
the
Merger
Agreement,
and (x)
imposed
certain
additional
limitations
on
the
conduct
of
ENLC's
business
during
the
interim
period
and
removed
substantially
all
of
the
itemized
limitations
on ENLK's
conduct
of
business
during
the
interim
period.
The
revised
draft
of
the
ENLK
Support
Agreement,
among
other
things,
provided
that
the
Supporting Common
Unitholders
would
be
obligated
to
vote
their
ENLK
Voting
Units
in
favor
of
the
Merger
Agreement
except
that,
upon
a
change
of
recommendation
by
the ENLK
Conflicts
Committee
or
ENLK
Board,
the
Supporting
Common
Unitholders
would
be
obligated
to
vote
their
ENLK
Voting
Units
in
the
same
proportion
as the
vote
of
the
ENLK
Unaffiliated
Unitholders.
Later
on
October
18,
2018,
Gibson
Dunn
also
distributed
to
Baker
Botts
and
RLF,
copying
EnLink
management
an initial
draft
of
the
GIP
Support
Agreement.
Later
on
October
18,
2018,
EnLink
management,
Baker
Botts,
and
RLF
held
a
telephonic
meeting
to
discuss
the
revised
drafts
of
the
Merger
Agreement
and ENLK
Support
Agreement.
Also
on
October
18,
2018,
representatives
of
V&E
distributed
to
Baker
Botts
revised
drafts
of
the
Amended
Governing
Documents
with
respect
to
the
terms of
the
Series
B
Restructuring.
The
ENLC
Conflicts
Committee
held
two
meetings
on
October
18,
2018.
Early
in
the
day,
the
ENLC
Conflicts
Committee
held
a
telephonic
meeting
to discuss
the
status
of
the
negotiations
of
the
Proposed
Transaction.
Later
that
day,
the
ENLC
Conflicts
Committee
held
a
telephonic
meeting
with
representatives
of Barclays
and
RLF.
Barclays
presented
details
of
the
proposed
special
pro
rata
distribution
requested
by
the
ENLK
Conflicts
Committee.
RLF
provided
an
overview of
the
issues
raised
by
the
ENLK
Conflicts
Committee's
markup
of
the
Merger
Agreement.
The
ENLC
Conflicts
Committee
and
its
advisors
discussed
making
a counterproposal
to
the
ENLK
Conflicts
Committee
and
directed
RLF
to
initiate
discussions
with
the
various
legal
counsel
regarding
the
terms
of
the
Merger Agreement.
In
the
morning
of
October
19,
2018,
at
the
request
of
RLF,
EnLink
management,
Baker
Botts,
and
RLF
held
a
telephonic
meeting
to
discuss
the
revised
draft of
the
Merger
Agreement.
Also
in
the
morning
of
October
19,
2018,
representatives
of
RLF,
Gibson
Dunn,
and
Potter
Anderson
held
a
conference
call
to
discuss
the
special
pro
rata distribution
requested
by
the
ENLK
Conflicts
Committee.
Later
on
October
19,
2018,
representatives
of
Gibson
Dunn,
Potter
Anderson,
EnLink
management,
Baker
Botts,
and
RLF
met
telephonically
to
discuss material
issues
reflected
in
the
revised
draft
of
the
Merger
Agreement
and
the
related
support
agreements,
including
the
special
pro
rata
distribution
and
other distribution
provisions,
the
majority
of
minority
vote
condition,
and
the
parties'
respective
termination
rights
and
effects
of
termination.
During
the
afternoon
of
October
19,
2018,
the
ENLC
Conflicts
Committee
held
a
telephonic
meeting
with
representatives
of
RLF
and
Barclays.
At
the
request of
the
ENLC
Conflicts
Committee,
representatives
of
EnLink
management
joined
the
meeting.
The
ENLC
Conflicts
Committee
explained
that
it
had
determined
to offer
an
exchange
ratio
of
1.15
ENLC
Common
Units
for
each
ENLK
Common
Unit.
Management
provided
its
reaction
to
such
proposal.
In
the
late
afternoon
of
October
19,
2018,
at
the
request
of
the
ENLC
Conflicts
Committee,
representatives
of
Barclays
informed
EnLink
management
and representatives
of
Evercore
that,
subject
to
negotiation
of
the
Merger
Agreement
and
related
transaction
documents
and
the
delivery
of
the
fairness
opinion
of Barclays,
the
members
of
the
ENLC
Conflicts
Committee
would
support
an
exchange
ratio
of
1.15
ENLC
Common
Units
for
each
ENLK
Common
Unit
and
such exchange
ratio
was
a
best
and
final
offer.
46
Table
of
Contents
In
the
evening
of
October
19,
2018,
the
ENLK
Conflicts
Committee
met
telephonically
with
representatives
of
Potter
Anderson
and
Evercore
to
discuss
the ENLC
Conflicts
Committee's
revised
proposed
exchange
ratio
of
1.15
ENLC
Common
Units
for
each
ENLK
Common
Unit,
which
was
conditioned
on
rejection
of the
majority
of
minority
vote
condition
and
the
special
pro
rata
distribution.
After
further
consideration
of
the
revised
ENLC
counterproposal,
the
ENLK
Conflicts Committee
determined
that
it
would
support
a
1.15
exchange
ratio
and
no
longer
insist
on
the
majority
of
minority
vote
provision
and
the
special
pro
rata distribution,
subject
to
the
satisfactory
negotiation
of
open
terms
and
finalization
of
the
Merger
Agreement
and
related
transaction
documents.
The
ENLK
Conflicts Committee
also
discussed
certain
material
provisions
in
the
revised
draft
of
the
Merger
Agreement
with
its
advisors,
and
directed
Gibson
Dunn
and
Potter Anderson
to,
among
other
things,
seek
a
reduction
of
the
termination
fee
amount,
attempt
to
obtain
a
GIP
Support
Agreement,
and
ensure
that
the
Merger Agreement
provides
for
declaration
and
payment
of
regular
quarterly
distributions
by
ENLK
prior
to
the
quarter
in
which
the
closing
occurs.
Subsequently,
at
the direction
of
the
ENLK
Conflicts
Committee,
representatives
of
Evercore
contacted
representatives
of
Barclays
to
communicate
that
the
ENLK
Conflicts Committee
would
support
a
1.15
exchange
ratio,
subject
to
negotiation
and
documentation
of
open
terms.
On
October
20,
2018,
Baker
Botts
sent
a
revised
draft
of
the
Merger
Agreement
and
the
ENLK
Support
Agreement
to
Potter
Anderson
and
Gibson
Dunn,
and copied
EnLink
management.
The
further
revised
draft
of
the
Merger
Agreement,
among
other
things,
(i)
rejected
the
majority
of
minority
vote
condition, (ii)
included
a
recital
that
GIP
Stetson
II
would
execute
and
deliver
its
irrevocable
written
consent
concurrently
with
the
execution
of
the
Merger
Agreement
but rejected
the
requirement
that
GP
Stetson
II
deliver
the
GIP
Support
Agreement,
(iii)
rejected
the
special
pro
rata
distribution
but
retained
the
ENLK
obligation
to declare
and
pay
quarterly
distributions
in
the
ordinary
course
and
consistent
with
past
practice
during
the
interim
period
in
an
amount
per
quarter
of
at
least
$0.39 per
ENLK
Common
Unit
outstanding,
for
each
quarter
preceding
the
quarter
in
which
the
closing
occurs,
(iv)
restored
the
obligation
of
the
parties
to
reimburse
the expenses
of
the
other
party
in
certain
circumstances,
(v)
restored
the
force-the-vote
provision,
(vi)
restored
the
obligation
for
ENLK
to
pay
a
$62.5
million termination
fee
for
termination
in
connection
with
a
change
of
recommendation
and
for
a
termination
in
connection
with
a
superior
proposal,
and
added
an obligation
of
ENLK
to
pay
the
termination
fee
in
the
event
the
Merger
Agreement
is
terminated
by
either
party
as
a
result
of
the
failure
to
obtain
the
approval
of the
ENLK
Voting
Unitholders
when
prior
to
the
ENLK
Unitholder
Meeting
a
recommendation
change
had
occurred,
and
(vii)
revised
certain
provisions
requiring the
ENLK
Conflicts
Committee
approval
to
authorize
ENLK
actions
under
the
Merger
Agreement
so
that
such
provisions
required
only
prior
notice
to
the
ENLK Conflicts
Committee
and
provided
the
ENLK
Conflicts
Committee
the
ability
to
revoke
its
"Special
Approval"
of
the
Merger
Agreement
if
ENLK
takes
action contrary
to
any
recommendation
of
the
ENLK
Conflicts
Committee.
The
revised
draft
of
the
ENLK
Support
Agreement
deleted
the
requirement
that,
upon
a change
of
recommendation
by
the
ENLK
Conflicts
Committee
or
ENLK
Board,
the
Supporting
Common
Unitholders
would
be
obligated
to
vote
their
ENLK Voting
Units
in
the
same
proportion
as
the
vote
of
the
ENLK
Unaffiliated
Unitholders.
In
the
afternoon
of
October
20,
2018,
Gibson
Dunn,
at
the
request
of
the
ENLK
Conflicts
Committee,
delivered
a
revised
draft
of
the
Merger
Agreement
to Baker
Botts
and
RLF,
and
copied
EnLink
management.
This
revised
draft
of
the
Merger
Agreement,
among
other
things,
(i)
reduced
the
termination
fee
payable
by ENLK
in
certain
circumstances
from
$62.5
million
to
$50
million,
(ii)
removed
the
obligation
of
ENLK
to
pay
a
termination
fee
in
the
event
the
Merger Agreement
is
terminated
by
either
party
as
a
result
of
the
failure
to
obtain
the
approval
of
the
ENLK
Voting
Unitholders
when
prior
to
the
ENLK
Unitholder Meeting
a
recommendation
change
had
occurred,
and
(iii)
reinserted
an
obligation
for
GIP
Stetson
II
to
deliver
the
GIP
Support
Agreement
concurrently
with
the execution
of
the
Merger
Agreement
with
respect
to
its
written
consent
to
the
ENLC
Merger
Issuance.
47
Table
of
Contents
Also
in
the
afternoon
of
October
20,
2018,
the
ENLK
Conflicts
Committee
held
a
telephonic
meeting
with
representatives
of
Potter
Anderson,
Evercore,
and Gibson
Dunn
in
attendance.
At
the
meeting,
among
other
things,
representatives
of
Potter
Anderson
and
Gibson
Dunn
updated
the
ENLK
Conflicts
Committee
as to
the
status
of
negotiations
regarding
the
Merger
Agreement
and
the
terms
and
conditions
of
the
Proposed
Transaction.
Potter
Anderson
also
provided
an
update
to the
ENLK
Conflicts
Committee
on
the
status
of
EnLink
management's
negotiations
relating
to
the
Series
B
Restructuring,
which
were
near
completion
according to
EnLink
management.
Later
in
the
afternoon
on
October
20,
2018,
EnLink
management
met
via
conference
call
with
representatives
of
Baker
Botts,
RLF,
Potter
Anderson,
and Gibson
Dunn
to
discuss
the
outstanding
issues
in
the
further
revised
Merger
Agreement
and
the
related
support
agreements,
including,
among
other
things,
the amount
of
the
termination
fee
and
events
triggering
payment
of
the
termination
fee,
and
the
execution
by
GIP
Stetson
II
of
a
GIP
Support
Agreement.
On
the
evening
of
October
20,
2018,
representatives
of
Baker
Botts
distributed
a
revised
draft
of
the
Merger
Agreement
that,
among
other
things,
increased the
termination
fee
to
$55
million
and
provided
for
the
delivery
by
GIP
Stetson
II
of
the
GIP
Support
Agreement.
Over
the
course
of
October
20,
2018
and
October
21,
2018,
representatives
of
EnLink
management,
Baker
Botts,
and
RLF,
in
consultation
with
the
ENLC Conflicts
Committee,
and
representatives
of
Gibson
Dunn,
and
Potter
Anderson,
in
consultation
with
the
ENLK
Conflicts
Committee,
participated
in
multiple conference
calls
and
exchanged
emails
to
negotiate
and
finalize
the
terms
of
the
proposed
Merger
Agreement,
the
ENLK
Support
Agreement,
the
GIP
Support Agreement,
and
other
transaction
documents.
Meanwhile,
over
the
course
of
October
19,
October
20,
and
October
21,
2018,
representatives
of
V&E
and
Baker
Botts,
in
consultation
with
EnLink management,
participated
in
multiple
conference
calls
and
exchanged
emails
to
negotiate
and
finalize
the
terms
of
the
proposed
Series
B
Documents.
During
this period,
representatives
of
Baker
Botts
and
EnLink
management
consistently
provided
updates
to
each
Conflicts
Committee
and
its
advisors
regarding
the
status
of negotiations
with
TPG
and
the
Goldman
Parties
regarding
the
Series
B
Restructuring
and
the
Series
B
Documents.
In
the
evening
of
October
20,
2018,
Baker
Botts
distributed
to
V&E
a
draft
of
the
Enfield
Support
Agreement.
Pursuant
to
the
Enfield
Support
Agreement, subject
to
the
conditions
set
forth
therein,
Enfield
would
agree
to
vote
its
ENLK
Series
B
Units
in
favor
of
the
approval
of
the
ENLK
Merger
Proposal
and,
if necessary,
the
ENLK
Adjournment
Proposal.
During
the
day
on
October
21,
2018,
representatives
of
V&E
and
Baker
Botts
met
telephonically
and
negotiated
the terms
and
conditions
of
the
Preferred
Restructuring
Agreement
and
the
Enfield
Support
Agreement.
On
October
21,
2018,
the
ENLC
Conflicts
Committee
met
telephonically
with
the
representatives
of
RLF
and
Barclays
to
discuss
the
Proposed
Transaction, including
the
terms
and
conditions
of
the
Merger
Agreement,
the
Series
B
Restructuring,
and
the
other
transaction
documents.
Prior
to
the
meeting,
substantially final
versions
of
the
Merger
Agreement,
the
Support
Agreements,
and
the
Series
B
Documents,
along
with
summaries
of
the
transaction
documents,
were distributed
to
the
ENLC
Conflicts
Committee.
During
the
meeting,
a
representative
of
Baker
Botts
joined
to
summarize
the
terms
of
the
Series
B
Restructuring
and the
Series
B
Documents.
In
addition,
RLF
presented
to
the
ENLC
Conflicts
Committee
an
overview
and
update
regarding
the
terms
of
the
Merger
Agreement
and other
transaction
documents.
Also
at
this
meeting,
Barclays
reviewed
its
financial
analysis
of
the
proposed
exchange
ratio
with
the
ENLC
Conflicts
Committee and,
at
the
request
of
the
ENLC
Conflicts
Committee,
rendered
an
oral
opinion
to
the
ENLC
Conflicts
Committee,
which
was
subsequently
confirmed
by
delivery of
a
written
opinion
dated
as
of
October
21,
2018,
to
the
effect
that,
based
upon
and
subject
to
the
qualifications
and
assumptions
set
forth
therein,
as
of
the
date thereof,
from
a
financial
point
of
view,
the
Exchange
Ratio
to
be
paid
by
ENLC
in
the
Proposed
Transaction
is
fair
to
ENLC.
At
this
meeting,
the
ENLC
Conflicts Committee
unanimously
48
Table
of
Contents
(i)
determined
that
the
Merger
Agreement
and
the
Merger
are
fair
to,
and
in
the
best
interests
of
ENLC
and
the
holders
of
ENLC
Common
Units
other
than
GIP Stetson
II,
(ii)
approved
the
Merger
and
the
Merger
Agreement,
which
approval
constitutes
"Special
Approval"
under
the
ENLC
Operating
Agreement,
and (iii)
recommended
that
(A)
the
ENLC
Board
approve
the
Merger
Agreement
and
the
Merger,
(B)
the
ENLC
Board
submit
the
issuance
of
ENLC
Common
Units
as merger
consideration
and
in
connection
with
the
Series
B
Restructuring
for
approval
of
the
holders
of
the
ENLC
Common
Units,
and
(C)
the
holders
of
ENLC Common
Units
approve
such
issuances.
See
"--Recommendation
of
the
ENLC
Conflicts
Committee
and
Its
Reasons
for
Recommending
Approval
of
the Transactions."
On
October
21,
2018,
the
ENLK
Conflicts
Committee
met
telephonically
to
discuss
the
Proposed
Transaction,
including
the
terms
and
conditions
of
the Merger
Agreement,
the
Series
B
Restructuring,
and
the
other
transaction
documents.
Prior
to
the
meeting,
substantially
final
versions
of
the
Merger
Agreement,
the Support
Agreements,
and
the
Series
B
Documents,
along
with
summaries
of
the
transaction
documents,
were
distributed
to
the
ENLK
Conflicts
Committee.
During the
meeting,
representatives
of
Potter
Anderson
summarized
the
terms
of
the
Merger
Agreement,
the
Support
Agreements
and
the
Series
B
Documents.
Also
at
this meeting,
representatives
of
Evercore
presented
its
financial
analysis
of
the
Exchange
Ratio
and,
at
the
request
of
the
ENLK
Conflicts
Committee,
rendered
an
oral opinion
to
the
ENLK
Conflicts
Committee,
which
was
subsequently
confirmed
by
delivery
of
a
written
opinion
dated
as
of
October
21,
2018,
to
the
effect
that,
as of
such
date
and
based
upon
and
subject
to
the
assumptions
made,
procedures
followed,
matters
considered,
and
qualifications
and
limitations
of
the
review undertaken
by
Evercore
in
rendering
its
opinion
as
set
forth
therein,
the
Exchange
Ratio
was
fair,
from
a
financial
point
of
view,
to
the
ENLK
Unaffiliated Unitholders.
After
further
deliberations,
the
ENLK
Conflicts
Committee
unanimously
(i)
determined
that
the
Merger
Agreement
and
the
Proposed
Transaction
are fair
and
reasonable
to,
and
in
the
best
interest
of,
ENLK
and
the
ENLK
Public
Unitholders,
(ii)
approved
(such
approval
constituting
"Special
Approval"
for
all purposes
under
the
ENLK
Partnership
Agreement),
and
recommended
that
the
ENLK
Board
approve,
the
Merger
Agreement
and
the
other
transaction
documents, and
recommended
that
the
ENLK
Board
submit
the
Merger
Agreement
for
the
approval
of
the
ENLK
Voting
Unitholders,
and
(iii)
resolved,
and
recommended that
the
ENLK
Board
resolve,
to
recommend
approval
of
the
Merger
Agreement
to
the
ENLK
Voting
Unitholders.
See
"--Recommendation
of
the
ENLK Conflicts
Committee
and
the
ENLK
Board,
and
the
Reasons
of
the
ENLK
Conflicts
Committee
for
Recommending
Approval
of
the
Transactions."
On
October
21,
2018,
the
EnLink
Boards
held
a
joint
telephonic
meeting
attended
by
EnLink
management
and
representatives
of
Baker
Botts,
Citi,
RLF, Barclays,
Potter
Anderson,
Gibson
Dunn,
and
Evercore.
At
this
meeting,
a
representative
of
Citi
gave
a
presentation
regarding
the
financial
impacts
of
the Proposed
Transaction,
including
the
accretion
to
unitholders,
and
the
relative
public
valuation
of
ENLC
and
ENLK.
A
representative
of
Baker
Botts
described
the material
terms
of
the
Merger
Agreement,
and
EnLink
management
summarized
the
terms
of
the
Series
B
Restructuring.
The
EnLink
Boards
generally
discussed the
Proposed
Transaction
and
the
relevant
Transaction
Documents
and
adjourned
the
joint
meeting
without
taking
any
action
with
respect
to
the
Proposed Transaction
itself.
At
the
telephonic
meeting
of
the
ENLK
Board,
the
members
of
the
ENLK
Conflicts
Committee
reviewed
the
work
completed
to
date
by
the
financial
and legal
advisors
to
the
ENLK
Conflicts
Committee
and
reported
the
results
of
the
meeting
of
the
ENLK
Conflicts
Committee
described
above,
and
the
ENLK
Board unanimously
adopted
resolutions
approving
the
Proposed
Transaction,
including
the
Merger
Agreement
and
the
other
Transaction
Documents.
Pursuant
to
the resolutions
of
the
ENLK
Board,
among
other
things,
the
ENLK
Board
unanimously
directed
that
the
Merger
Agreement
be
submitted
to
a
vote
of
the
ENLK Voting
Unitholders.
At
the
telephonic
meeting
of
the
ENLC
Board,
the
members
of
the
ENLC
Conflicts
Committee
reviewed
the
work
completed
to
date
by
the
financial
and
legal advisors
to
the
ENLC
Conflicts
49
Table
of
Contents
Committee
and
reported
the
results
of
the
meeting
of
the
ENLC
Conflicts
Committee
described
above,
and
the
ENLC
Board
unanimously
adopted
resolutions approving
the
Proposed
Transaction,
including
the
Merger
Agreement
and
the
other
Transaction
Documents.
Pursuant
to
the
resolutions
of
the
ENLC
Board, among
other
things,
the
ENLC
Board
unanimously
directed
that
the
ENLC
Unit
Issuance
be
submitted
for
the
approval
of
GIP
Stetson
II
by
written
consent.
Later
on
October
21,
2018,
ENLC
and
ENLK
executed
the
Merger
Agreement.
On
October
22,
2018,
ENLC
and
ENLK
issued
a
joint
press
release
announcing
the
execution
of
the
Merger
Agreement.
Recommendation
of
the
ENLC
Conflicts
Committee
and
Its
Reasons
for
Recommending
Approval
of
the
Transactions
The
ENLC
Conflicts
Committee
consists
of
two
independent
directors:
James
C.
Crain
(Chair)
and
Rolf
A.
Gafvert,
each
of
whom
the
ENLC
Board determined
satisfied
the
independence
and
other
requirements
set
forth
in
the
ENLC
Operating
Agreement
to
serve
as
a
member
of
the
ENLC
Conflicts Committee.
The
ENLC
Board
delegated
to
the
ENLC
Conflicts
Committee,
among
other
things,
the
power
and
authority
(i)
to
make
such
investigation
of
the Proposed
Transaction,
the
other
Restructuring
Alternatives,
and
the
alternative
of
maintaining
the
status
quo,
as
the
ENLC
Conflicts
Committee
deemed
necessary or
appropriate,
(ii)
to
review,
evaluate,
and
negotiate
(or
to
supervise
and
direct
the
negotiations
on
behalf
of
ENLC
with
respect
to)
the
terms
and
conditions,
and determine
the
advisability,
of
the
Proposed
Transaction
and
related
agreements
and
arrangements,
(iii)
to
determine
whether
the
Proposed
Transaction
is
fair
to, and
in
the
best
interest
of,
ENLC
and
the
ENLC
Public
Unitholders,
(iv)
to
determine
whether
to
approve
the
Proposed
Transaction
(with
such
approval constituting
"Special
Approval"
for
all
purposes
under
the
ENLC
Operating
Agreement),
and
to
make
a
recommendation
to
the
ENLC
Board
whether
to
approve the
Proposed
Transaction,
and
(v)
to
make
any
recommendations
to
the
ENLC
Board
regarding
the
Proposed
Transaction
as
the
ENLC
Conflicts
Committee determined
to
be
appropriate.
On
October
21,
2018,
the
ENLC
Conflicts
Committee
unanimously
(i)
determined
in
good
faith
that
the
Merger
Agreement
and
the
other
Transaction Documents,
and
the
Transactions,
including
the
Merger,
the
ENLC
Unit
Issuance
and
the
other
transactions
contemplated
by
the
Merger
Agreement
and
the
other Transaction
Documents,
on
the
terms
and
conditions
set
forth
in
the
Merger
Agreement
and
the
other
Transaction
Documents,
are
fair
to,
and
in
the
best
interests of,
ENLC
and
the
ENLC
Public
Unitholders,
(ii)
approved
the
Merger
Agreement
and
the
other
Transaction
Documents
and
the
Transactions,
including
the Merger,
the
ENLC
Unit
Issuance
and
the
other
transactions
contemplated
by
the
Merger
Agreement
and
the
other
Transaction
Documents,
upon
the
terms
and conditions
set
forth
in
the
Merger
Agreement
and
the
other
Transaction
Documents,
(iii)
recommended
to
the
ENLC
Board
that
the
ENLC
Board
approve
the Merger
Agreement
and
the
other
Transaction
Documents
and
the
Transactions,
including
the
Merger,
the
ENLC
Unit
Issuance
and
the
other
transactions contemplated
by
the
Merger
Agreement
and
the
other
Transaction
Documents,
upon
the
terms
and
conditions
set
forth
in
the
Merger
Agreement
and
the
other Transaction
Documents,
and
submit
the
ENLC
Unit
Issuance
for
the
approval
of
the
ENLC
Unitholders
in
accordance
with
Section
312.03(c)
of
the
Listed Company
Manual
of
the
New
York
Stock
Exchange,
(iv)
recommended,
and
recommended
to
the
ENLC
Board
to
recommend,
to
the
ENLC
Unitholders
that
the ENLC
Unitholders
approve
the
ENLC
Unit
Issuance,
upon
the
terms
and
conditions
set
forth
in
the
Merger
Agreement
and
the
other
Transaction
Documents.
50
Table
of
Contents
The
ENLC
Conflicts
Committee
consulted
with
its
financial
and
legal
advisors
and
considered
many
factors
in
making
its
determination
and
approvals,
and the
related
recommendation
to
the
ENLC
Board
and
the
ENLC
Unitholders.
The
ENLC
Conflicts
Committee
considered
the
following
factors
to
be
generally positive
or
favorable
in
making
its
determination
and
approvals,
and
the
related
recommendation
to
the
ENLC
Board
and
the
ENLC
Unitholders:
·
The
ENLC
Conflicts
Committee's
belief
that
the
Merger
presents
the
best
opportunity
to
maximize
value
for
the
ENLC
Public
Unitholders,
which
belief
is
based
on
an
evaluation
of
alternative
transaction
structures
(including
maintaining
the
status
quo).
·
The
ENLC
Conflicts
Committee's
belief
that
the
Exchange
Ratio
of
1.15
ENLC
Common
Units
for
each
ENLK
Common
Unit
is
the
most
favorable
exchange
ratio
from
the
perspective
of
the
ENLC
Public
Unitholders
that
the
ENLK
Conflicts
Committee
would
be
willing
to
accept.
·
The
Merger
is
expected
to
be
immediately
accretive
to
the
ENLC
Unitholders
with
regard
to
distributable
cash
flow
per
unit.
·
The
Merger
is
expected
to
improve
ENLC's
cash
distribution
coverage
metrics,
which
will
allow
Pro
Forma
ENLC
to
fund
growth
projects
with
internally
generated
capital
and
reduce
Pro
Forma
ENLC's
reliance
on
equity
markets
to
fund
growth
relative
to
the
current
ENLC
and
ENLK
business.
·
Larger
float
should
increase
ENLC's
ability
to
raise
capital
in
the
public
equity
markets
and
provide
greater
trading
liquidity
to
the
ENLC
Unitholders.
·
The
elimination
of
Incentive
Distribution
Rights
will
reduce
ENLC's
cost
of
equity
capital
relative
to
the
current
combined
ENLK
and
ENLC
business.
·
The
Merger
is
intended
to
result
in
an
increase
in
the
tax
basis
of
ENLC's
assets
that
would
generate
a
larger
amount
of
depreciation
and
amortization
deductions
which,
based
on
management's
projections,
are
expected
to
fully
shield
ENLC
from
the
cash
payment
of
federal
income
taxes
through
at
least
2023.
·
The
financial
analyses
prepared
by
Barclays,
as
financial
advisor
to
the
ENLC
Conflicts
Committee,
and
the
oral
opinion
of
Barclays
delivered
to
the
ENLC
Conflicts
Committee
on
October
21,
2018,
which
was
subsequently
confirmed
by
delivery
of
a
written
opinion
of
Barclays,
dated
October
21,
2018,
to
the
effect
that,
as
of
such
date
and
based
upon
and
subject
to
the
factors
and
assumptions
set
forth
therein,
the
Exchange
Ratio
to
be
paid
by
ENLC
in
the
Transactions
is
fair
from
a
financial
point
of
view
to
ENLC.
·
The
Merger
will
meaningfully
reduce
the
complexities
of
the
organizational
structure
of
ENLC
and
its
subsidiaries,
thereby
streamlining
corporate
governance
matters
and
reducing
potential
for
conflicts
of
interests
between
ENLC
and
ENLK,
and
more
closely
aligning
their
interests
over
the
long
term.
·
The
ENLC
Conflicts
Committee's
belief
that
the
combination
of
structural
simplification
and
improved
cost
of
equity
capital
created
by
the
Merger
will
improve
ENLC's
competitiveness
in
the
midstream
oil
and
gas
industry,
increasing
the
potential
for
future
growth.
·
The
Exchange
Ratio
is
fixed
and
therefore
the
number
of
ENLC
Common
Units
to
be
issued
by
ENLC
will
not
increase
in
the
event
that
the
market
price
of
ENLC
Common
Units
decreases
prior
to
the
closing
of
the
Merger.
·
The
terms
and
conditions
of
the
Merger
Agreement
were
determined
through
arm's-length
negotiations
among
the
ENLC
Conflicts
Committee
and
the
ENLK
Conflicts
Committee
and
their
respective
representatives
and
advisors.
51
Table
of
Contents
·
Certain
terms
of
the
Merger
Agreement,
principally:
·
Provisions
requiring
ENLK
to
submit
the
Merger
Agreement
for
a
vote
of
ENLK
Voting
Unitholders
unless
the
Agreement
is
terminated
in
accordance
with
its
terms.
·
Provisions
restricting
ENLK
from
soliciting
alternative
proposals
during
the
interim
period
between
signing
of
the
Merger
Agreement
and
closing
of
the
Merger.
·
Provisions
requiring
ENLK
to
pay
a
termination
fee
in
the
event
that
ENLK
changes
or
withdraws
its
recommendation
to
the
ENLK
Voting
Unitholders
in
favor
of
the
Merger
in
accordance
with
the
Merger
Agreement
or
terminates
the
Merger
Agreement
in
connection
with
a
superior
proposal.
·
Provisions
restricting
the
removal
of
the
members
of
the
ENLC
Conflicts
Committee
between
signing
of
the
Merger
Agreement
and
closing
of
the
Merger.
·
Provisions
requiring
ENLC
to
refer
to
the
ENLC
Conflicts
Committee
amendments
to,
or
waivers
or
consents
with
respect
to
provisions
of,
the
Merger
Agreement
and
providing
the
ENLC
Conflicts
Committee
the
ability
to
rescind
its
approval
of
the
Merger
Agreement,
with
such
rescission
resulting
in
the
rescission
of
"Special
Approval"
(as
defined
in
the
ENLC
Operating
Agreement),
if
the
ENLC
Board
takes
or
authorizes
any
such
action
that
is
counter
to
any
recommendation
by
the
ENLC
Conflicts
Committee.
·
Pursuant
to
the
ENLK
Support
Agreement,
GIP
Stetson
I,
Acacia,
and
EMI
have
agreed
to
vote
all
of
their
ENLK
Common
Units
in
favor
of
the
Merger.
·
Pursuant
to
the
Enfield
Support
Agreement
among
Enfield,
TPG,
WSEP
Egypt
Holdings,
LP,
WSIP
Egypt
Holdings,
LP,
and
ENLK,
Enfield
agreed
to
vote
all
of
its
ENLK
Common
Units
in
favor
of
the
Merger.
·
The
ENLC
Conflicts
Committee's
retention
of
financial
and
legal
advisors
with
knowledge
and
experience
with
respect
to
public
merger
and
acquisition
transactions,
MLPs,
EnLink's
industry
generally,
and
ENLC
and
ENLK
particularly,
as
well
as
substantial
experience
advising
MLPs
and
other
companies
with
respect
to
transactions
similar
to
the
Merger.
The
ENLC
Conflicts
Committee
considered
the
following
factors
to
be
generally
negative
or
unfavorable
in
arriving
at
its
determinations
and
approvals,
and the
related
recommendation
to
the
ENLC
Board
and
the
ENLC
Unitholders:
·
ENLC
Unitholders
will
be
foregoing
potential
benefits
that
could
be
realized
by
remaining
unitholders
of
a
standalone
entity
that
owns
the
Incentive
Distribution
Rights.
·
ENLK
may
not
achieve
its
expected
financial
results.
·
Following
2023,
based
on
management's
projections,
ENLC
is
expected
to
resume
being
a
cash
paying
federal
income
taxpayer.
·
The
Exchange
Ratio
is
fixed
and
therefore
the
implied
value
of
the
consideration
payable
to
the
ENLK
Public
Unitholders
will
increase
in
the
event
that
the
market
price
of
ENLC
Common
Units
increases
prior
to
the
closing
of
the
Merger.
·
The
risk
that
the
potential
benefits
sought
in
the
Merger
might
not
be
fully
realized.
·
GIP
Stetson
II
has
delivered
the
ENLC
Written
Consent,
and,
as
a
result,
the
holders
of
ENLC
Public
Units
will
not
have
the
opportunity
to
vote
for
or
against
the
ENLC
Unit
Issuance.
·
The
Merger
is
subject
to
receiving
ENLK
Unitholder
Approval;
recognizing
that
GIP
Stetson
I,
Acacia,
EMI
and
Enfield
jointly
control
approximately
58.8%
of
such
vote
and,
pursuant
to
multiple
support
agreements,
have
agreed
to
vote
in
favor
of
the
Merger.
52
Table
of
Contents
·
Certain
terms
of
the
Merger
Agreement,
principally:
·
Provisions
permitting
the
ENLK
Board
(upon
the
recommendation
of
the
ENLK
Conflicts
Committee)
and
the
ENLK
Conflicts
Committee
to
change
or
withdraw
their
recommendation
to
the
ENLK
Voting
Unitholders
in
favor
of
the
Merger
if
the
ENLK
Board
(upon
the
recommendation
of
the
ENLK
Conflicts
Committee)
and/or
the
ENLK
Conflicts
Committee
determines
in
good
faith,
after
consultation
with
its
outside
legal
counsel
and
financial
advisors,
that
an
acquisition
proposal
that
did
not
breach
the
terms
of
the
Merger
Agreement
is
a
superior
proposal
or
an
intervening
event
has
occurred,
and,
in
either
case,
the
failure
to
make
a
recommendation
change
would
be
inconsistent
with
their
respective
duties
to
the
ENLK
Unitholders
under
applicable
law,
as
modified
by
the
ENLK
Partnership
Agreement.
·
Provisions
permitting
ENLK
to
terminate
the
Merger
Agreement
in
connection
with
a
superior
proposal.
·
Provisions
restricting
the
operation
of
ENLC's
business
during
the
period
between
signing
of
the
Merger
Agreement
and
closing
of
the
Merger.
·
Litigation
may
occur
in
connection
with
the
Merger
and
such
litigation
may
increase
costs
and
result
in
a
diversion
of
management
focus.
·
The
Merger
may
not
be
completed
in
a
timely
manner,
or
at
all,
which
could
result
in
a
disruption
to
the
business
of
ENLC
and
ENLK
and
a
decline
in
the
trading
price
of
ENLC
Common
Units.
·
ENLC
has
incurred
and
will
continue
to
incur
significant
transaction
costs
and
expenses
in
connection
with
the
Merger,
whether
or
not
the
Merger
is
completed.
·
GIP
and
some
of
the
executive
officers
and
directors
of
EMM
have
interests
in
the
Merger
that
are
different
from,
or
in
addition
to,
the
interests
of
the
ENLC
Public
Unitholders
generally.
The
foregoing
discussion
of
the
information
and
factors
considered
by
the
ENLC
Conflicts
Committee
is
not
intended
to
be
exhaustive,
but
includes
material factors
the
committee
considered.
In
view
of
the
variety
of
factors
considered
in
connection
with
its
evaluation
of
the
Transactions
and
the
complexity
of
these matters,
the
ENLC
Conflicts
Committee
did
not
find
it
useful
and
did
not
attempt
to
quantify
or
assign
any
relative
or
specific
weights
to
the
various
factors considered
in
making
its
determination
and
recommendation.
In
addition,
each
of
the
members
of
the
ENLC
Conflicts
Committee
may
have
given
differing weights
to
different
factors.
Overall,
the
committee
believed
that
the
positive
factors
supporting
the
Transactions
outweighed
the
negative
factors
it
considered.
Opinion
of
Barclays--Financial
Advisor
to
the
ENLC
Conflicts
Committee
The
ENLC
Conflicts
Committee
engaged
Barclays
to
act
as
the
ENLC
Conflicts
Committee's
financial
advisor
with
respect
to
the
Transaction
s
.
On October
21,
2018,
Barclays
rendered
its
oral
opinion
(which
was
subsequently
confirmed
in
writing)
to
the
ENLC
Conflicts
Committee
that,
as
of
such
date
and based
upon
and
subject
to
the
qualifications,
limitations,
and
assumptions
stated
in
its
opinion,
from
a
financial
point
of
view,
the
Exchange
Ratio
to
be
paid
by ENLC
in
the
Transaction
s
is
fair
to
ENLC.
The
full
text
of
Barclays'
written
opinion,
dated
as
of
October
21,
2018,
is
attached
to
this
joint
information
statement/proxy
statement/prospectus
as Annex
F.
Barclays'
written
opinion
sets
forth,
among
other
things,
the
assumptions
made,
procedures
followed,
factors
considered,
and
limitations
upon the
review
undertaken
by
Barclays
in
rendering
its
opinion.
You
are
encouraged
to
read
the
opinion
carefully
in
its
entirety.
The
following
is
a
summary of
Barclays'
opinion
and
the
methodology
53
Table
of
Contents
that
Barclays
used
to
render
its
opinion.
This
summary
is
qualified
in
its
entirety
by
reference
to
the
full
text
of
the
opinion.
Barclays'
opinion,
the
issuance
of
which
was
approved
by
Barclays'
Valuation
and
Fairness
Opinion
Committee,
is
addressed
to
the
ENLC
Conflicts Committee,
addresses
only
the
fairness
to
ENLC,
from
a
financial
point
of
view,
of
the
Exchange
Ratio
to
be
paid
by
ENLC
in
the
Transactions
and
does
not constitute
a
recommendation
to
any
unitholder
of
ENLC
or
any
other
person
as
to
how
such
unitholder
or
other
person
should
vote
with
respect
to
the
Transaction
s .
The
terms
of
the
Transaction
s
were
determined
through
arm's-length
negotiations
between
ENLC
and
ENLK
and
were
approved
unanimously
by
the
ENLC Conflicts
Committee.
Barclays
did
not
recommend
that
any
specific
form
of
consideration
should
be
offered
in
the
Transaction
s
or
that
any
specific
form
of consideration
constituted
the
only
appropriate
consideration
for
the
Transaction
s
.
Barclays
was
not
requested
to
address,
and
its
opinion
does
not
in
any
manner address,
the
underlying
business
decision
to
proceed
with
or
effect
the
Transaction
s
or
the
likelihood
of
consummation
of
the
Transaction
s
or
the
relative
merits of
the
Transaction
s
as
compared
to
any
other
transaction
or
business
strategy
in
which
ENLC
might
engage.
In
addition,
Barclays
expressed
no
view
as
to,
and
its opinion
does
not
in
any
manner
address,
the
fairness
of
the
amount
or
the
nature
of
any
compensation
to
any
officers,
directors,
or
employees
of
any
parties
to
the Transaction
s
,
or
any
class
of
such
persons,
relative
to
the
Exchange
Ratio
in
the
Transaction
s
or
otherwise.
No
limitations
were
imposed
by
the
ENLC
Conflicts Committee
upon
Barclays
with
respect
to
the
investigations
made
or
procedures
followed
by
it
in
rendering
its
opinion.
In
arriving
at
its
opinion,
Barclays
reviewed
and
analyzed,
among
other
things:
·
the
Merger
Agreement,
dated
as
of
October
21,
2018,
and
the
specific
terms
of
the
Transactions;
·
publicly
available
information
concerning
ENLC
and
ENLK
that
Barclays
believed
to
be
relevant
to
its
analysis,
including
their
respective
Annual
Reports
on
Form
10-K
for
the
fiscal
year
ended
December
31,
2017
and
Quarterly
Reports
on
Form
10-Q
for
the
fiscal
quarter
ended
June
30,
2018;
·
financial
and
operating
information
with
respect
to
the
business,
operations,
and
prospects
of
ENLK,
including
financial
projections
of
ENLK
prepared
by
management
of
EnLink
and
approved
for
use
by
the
ENLC
Conflicts
Committee
(the
"ENLK
Projections");
·
financial
and
operating
information
with
respect
to
the
business,
operations,
and
prospects
of
ENLC,
including
financial
projections
of
ENLC
prepared
by
management
of
EnLink
and
approved
for
use
by
the
ENLC
Conflicts
Committee
(the
"ENLC
Projections",
and
together
with
the
ENLK
Projections,
the
"Projections");
·
the
pro
forma
impact
of
the
Transactions
on
the
future
financial
performance
of
Pro
Forma
ENLC;
·
a
trading
history
of
the
ENLK
Common
Units
and
the
ENLC
Common
Units
from
September
28,
2015
to
October
19,
2018;
·
a
comparison
of
the
historical
financial
results
and
present
financial
condition
of
ENLC
and
ENLK
with
each
other
and
with
those
of
other
companies
that
Barclays
deemed
relevant;
·
a
comparison
of
the
financial
terms
of
the
Transactions
with
the
financial
terms
of
certain
other
transactions
that
Barclays
deemed
relevant;
·
published
estimates
of
independent
research
analysts
with
respect
to
the
future
financial
performance
and
price
targets
of
ENLC
and
ENLK;
and
·
at
the
request
of
management
of
ENLC,
certain
alternatives
identified
by
management
of
ENLC
available
to
ENLC
on
a
stand-alone
basis
to
fund
its
future
capital
and
operating
requirements.
54
Table
of
Contents
In
addition,
Barclays
has
had
discussions
with
management
of
ENLC
concerning
the
business,
operations,
assets,
liabilities,
financial
condition,
and
prospects of
ENLC
and
ENLK
and
have
undertaken
such
other
studies,
analyses
and
investigations
as
Barclays
deemed
appropriate.
In
arriving
at
its
opinion,
Barclays
assumed
and
relied
upon
the
accuracy
and
completeness
of
the
financial
and
other
information
used
by
Barclays
without any
independent
verification
of
such
information
(and
had
not
assumed
responsibility
or
liability
for
any
independent
verification
of
such
information)
and
had further
relied
upon
the
assurances
of
ENLC
that
it
is
not
aware
of
any
facts
or
circumstances
that
would
make
such
information
inaccurate
or
misleading.
With respect
to
the
Projections,
Barclays
assumed
(i)
upon
the
advice
of
management
of
ENLC,
that
such
projections
were
reasonably
prepared
on
a
basis
reflecting
the best
currently
available
estimates
and
judgments
of
management
of
ENLC
as
to
the
future
financial
performance
of
ENLC
and
ENLK
and
(ii)
that
ENLC
and ENLK
would
perform
substantially
in
accordance
with
such
projections.
Barclays
assumed
no
responsibility
for
and
expressed
no
view
as
to
any
such
projections or
estimates
or
the
assumptions
on
which
they
were
based.
In
arriving
at
its
opinion,
Barclays
did
not
conduct
a
physical
inspection
of
the
properties
and
facilities of
ENLC
or
ENLK
and
did
not
make
or
obtain
any
evaluations
or
appraisals
of
the
assets
or
liabilities
of
ENLC
or
ENLK.
Barclays'
opinion
was
necessarily
based upon
market,
economic,
and
other
conditions
as
they
existed
on,
and
could
be
evaluated
as
of,
the
date
of
its
letter.
Barclays
assumed
no
responsibility
for
updating or
revising
its
opinion
based
on
events
or
circumstances
that
may
have
occurred
after
the
date
of
its
letter.
Barclays
expressed
no
opinion
as
to
(i)
the
prices
at which
the
ENLK
Common
Units
or
the
ENLC
Common
Units
would
trade
following
the
announcement
of
the
Transactions
or
(ii)
the
prices
at
which
the
ENLC Common
Units
would
trade
following
consummation
of
the
Transactions.
Barclays
assumed
the
accuracy
of
the
representations
and
warranties
contained
in
the
Merger
Agreement
and
all
agreements
related
thereto.
Barclays
also assumed,
upon
the
advice
of
management
of
ENLC
and
at
the
instruction
of
the
ENLC
Conflicts
Committee,
that
all
material
governmental,
regulatory,
and
third party
approvals,
consents,
and
releases
for
the
Transactions
would
be
obtained
within
the
constraints
contemplated
by
the
Merger
Agreement
and
that
the Transactions
would
be
consummated
in
accordance
with
the
terms
of
the
Merger
Agreement
without
waiver,
modification,
or
amendment
of
any
material
term, condition,
or
agreement
thereof
and
that
the
terms
of
the
ENLK
Series
B
Units
would
be
amended
substantially
as
set
forth
in
the
Amended
ENLK
Partnership Agreement
and
Preferred
Restructuring
Agreement,
but
Barclays
expressed
no
opinion
as
to
the
fairness,
from
a
financial
point
of
view
of
such
amendments,
to any
person.
Barclays
did
not
express
any
opinion
as
to
any
tax
or
other
consequences
that
might
result
from
the
Transactions,
nor
did
its
opinion
address
any
legal, tax,
regulatory,
or
accounting
matters,
as
to
which
Barclays
understood
that
the
ENLC
Conflicts
Committee
and
ENLC
had
obtained
such
advice
as
they
deemed necessary
from
qualified
professionals.
In
connection
with
rendering
its
opinion,
Barclays
performed
certain
financial,
comparative,
and
other
analyses
as
summarized
below.
In
arriving
at
its opinion,
Barclays
did
not
ascribe
a
specific
range
of
values
to
ENLK
Public
Units
or
the
ENLC
Common
Units
but
rather
made
its
determination
as
to
fairness, from
a
financial
point
of
view,
to
ENLC
of
the
Exchange
Ratio
to
be
paid
by
ENLC
in
the
Transactions
on
the
basis
of
various
financial
and
comparative
analyses. The
preparation
of
a
fairness
opinion
is
a
complex
process
and
involves
various
determinations
as
to
the
most
appropriate
and
relevant
methods
of
financial
and comparative
analyses
and
the
application
of
those
methods
to
the
particular
circumstances.
Therefore,
a
fairness
opinion
is
not
readily
susceptible
to
summary description.
In
arriving
at
its
opinion,
Barclays
did
not
attribute
any
particular
weight
to
any
single
analysis
or
factor
considered
by
it
but
rather
made
qualitative judgments
as
to
the
significance
and
relevance
of
each
analysis
and
factor
relative
to
all
other
analyses
and
factors
performed
and
considered
by
it
and
in
the context
of
the
circumstances
of
the
particular
transaction.
Accordingly,
Barclays
believes
that
its
55
Table
of
Contents
analyses
must
be
considered
as
a
whole,
as
considering
any
portion
of
such
analyses
and
factors,
without
considering
all
analyses
and
factors
as
a
whole,
could create
a
misleading
or
incomplete
view
of
the
process
underlying
its
opinion.
Summary
of
Material
Financial
Analyses
The
following
is
a
summary
of
the
material
financial
analyses
performed
by
Barclays
with
respect
to
ENLC
and
ENLK
in
preparing
Barclays'
opinion:
·
discounted
distributable
cash
flows
analysis;
·
selected
comparable
company
analysis;
and
·
selected
precedent
transactions
analysis.
Each
of
these
methodologies
was
used
to
generate
reference
per
unit
equity
value
ranges
for
ENLK
Common
Units
to
the
ENLC
Common
Units.
In
order
to derive
implied
per
unit
values
in
the
selected
comparable
company
analysis
and
the
selected
precedent
transactions
analysis,
the
implied
equity
value
range
for ENLC
and
ENLK
was
then
divided
by
an
applicable
estimate
of
the
number
of
diluted
units
estimated
to
be
outstanding.
For
purposes
of
the
ENLK
calculations, the
number
of
diluted
units
outstanding
at
June
30,
2018,
per
ENLC
management,
was
used
to
derive
implied
per
unit
values.
The
reference
per
unit
equity
value ranges
were
then
also
used
to
generate
implied
exchange
ratios
for
each
of
these
methodologies.
In
order
to
derive
the
implied
exchange
ratios
in
its
analysis,
the high
end
of
the
exchange
ratio
range
was
calculated
by
dividing
the
high
value
of
the
ENLK
reference
range
by
the
low
value
of
the
ELNC
reference
range
and
the low
end
of
the
exchange
ratio
range
was
calculated
by
dividing
the
low
value
of
the
ENLK
reference
range
and
the
high
value
of
the
ENLC
reference
range.
For purposes
of
the
ENLC
calculations,
the
number
of
diluted
units
outstanding
at
June
30,
2018,
per
ENLC
management,
was
used
to
derive
implied
per
unit
values. For
each
of
the
discounted
distributable
cash
flow
analysis,
the
selected
comparable
company
analysis,
the
selected
precedent
transactions
analysis,
and
the analysis
of
public
third-party
equity
research
analyst
price
targets,
the
implied
exchange
ratio
ranges
were
then
compared
to
the
Exchange
Ratio
of
1.15
ENLC Common
Units
for
each
ENLK
Public
Unit
in
the
Transactions.
In
addition
to
analyzing
the
value
of
ENLK
Common
Units
and
ENLC
Common
Units,
to
provide
additional
background
and
perspective
to
the
ENLC Conflicts
Committee,
Barclays
also
analyzed
and
reviewed:
(i)
the
daily
historical
closing
prices
of
ENLK
Common
Units
and
ENLC
Common
Units
and
the exchange
ratios
implied
by
those
closing
unit
prices
for
the
period
from
October
19,
2015
to
October
19,
2018;
(ii)
certain
publicly
available
information
related
to selected
affiliated
MLP
merger
transactions
to
calculate
the
size
of
premiums
paid
by
the
acquirers
to
the
acquired
company's
unitholders;
(iii)
the
pro
forma impact
of
the
Transactions
on
the
current
and
future
financial
performance
of
Pro
Forma
ENLC
using
projected
estimates
for
2019,
2020,
and
2021
for distributable
cash
flow
per
unit
and
distributions
per
unit
for
Pro
Forma
ENLC
based
on
the
Projections
and
(iv)
analysis
of
public
third-party
equity
research analyst
price
targets
of
ENLC
and
ENLK.
In
particular,
in
applying
the
various
valuation
methodologies
to
the
particular
businesses,
operations
and
prospects
of
ENLC
and
ENLK,
and
the
particular circumstances
of
the
Transactions,
Barclays
made
qualitative
judgments
as
to
the
significance
and
relevance
of
each
analysis.
In
addition,
Barclays
made
numerous assumptions
with
respect
to
industry
performance,
general
business
and
economic
conditions
and
other
matters,
many
of
which
are
beyond
the
control
of
ENLC and
ENLK.
Such
qualitative
judgments
and
assumptions
of
Barclays
were
made
following
discussions
with
the
management
of
ENLC.
Accordingly,
the methodologies
and
the
implied
common
equity
value
ranges
and
implied
exchange
ratio
ranges
derived
from
there
must
be
considered
as
a
whole
and
in
the context
of
the
narrative
description
of
the
financial
analyses,
including
the
assumptions
underlying
these
analyses.
Considering
the
implied
common
equity
value ranges
or
the
implied
exchange
ratio
ranges
56
Table
of
Contents
without
considering
the
full
narrative
description
of
the
financial
analyses,
including
the
assumptions
underlying
these
analyses,
could
create
a
misleading
or incomplete
view
of
the
process
underlying,
and
conclusions
represented
by,
Barclays'
opinion.
The
summary
of
Barclays'
analyses
and
reviews
provided
below
is
not
a
complete
description
of
the
analyses
and
reviews
underlying
Barclays'
opinion.
The preparation
of
a
fairness
opinion
is
a
complex
process
involving
various
determinations
as
to
the
most
appropriate
and
relevant
methods
of
analysis
and
review
and the
application
of
those
methods
to
particular
circumstances,
and,
therefore,
is
not
readily
susceptible
to
summary
description.
For
the
purposes
of
its
analyses
and
reviews,
Barclays
made
numerous
assumptions
with
respect
to
industry
performance,
general
business,
economic,
market and
financial
conditions,
and
other
matters,
many
of
which
are
beyond
the
control
of
ENLC,
ENLK
or
any
other
parties
to
the
Transactions.
No
company,
business or
transaction
considered
in
Barclays'
analyses
and
reviews
is
identical
to
ENLC,
ENLK,
or
the
Transactions,
and
an
evaluation
of
the
results
of
those
analyses
and reviews
is
not
entirely
mathematical.
Rather,
the
analyses
and
reviews
involve
complex
considerations
and
judgments
concerning
financial
and
operating characteristics
and
other
factors
that
could
affect
the
acquisition,
public
trading
or
other
values
of
the
companies,
businesses,
or
transactions
considered
in
Barclays' analyses
and
reviews.
None
of
the
ENLC
Conflicts
Committee,
ENLC,
ENLK,
Barclays,
or
any
of
their
respective
members,
officers,
employees,
advisors, representatives,
or
any
other
person
assumes
responsibility
if
future
results
are
materially
different
from
those
discussed.
Any
estimates
contained
in
these
analyses and
reviews
and
the
ranges
of
valuations
resulting
from
any
particular
analysis
or
review
are
not
necessarily
indicative
of
actual
values
or
predictive
of
future results
or
values,
which
may
be
significantly
more
or
less
favorable
than
as
set
forth
below.
In
addition,
analyses
relating
to
the
value
of
companies,
businesses,
or securities
do
not
purport
to
be
appraisals
or
reflect
the
prices
at
which
the
companies,
businesses,
or
securities
may
actually
be
sold.
Accordingly,
the
estimates used
in,
and
the
results
derived
from,
Barclays'
analyses
and
reviews
are
inherently
subject
to
substantial
uncertainty.
The
summary
of
the
financial
analyses
and
reviews
summarized
below
include
information
presented
in
tabular
format.
In
order
to
fully
understand
the financial
analyses
and
reviews
used
by
Barclays,
the
tables
must
be
read
together
with
the
text
of
each
summary,
as
the
tables
alone
do
not
constitute
a
complete description
of
the
financial
analyses
and
reviews.
Considering
the
data
in
the
tables
below
without
considering
the
full
description
of
the
analyses
and
reviews, including
the
methodologies
and
assumptions
underlying
the
analyses
and
reviews,
could
create
a
misleading
or
incomplete
view
of
Barclays'
analyses
and reviews.
Discounted
Distributable
Cash
Flow
Analysis
In
order
to
estimate
the
present
values
of
ENLK
Common
Units
and
ENLC
Common
Units,
Barclays
performed
discounted
distributable
cash
flow
analyses for
each
of
ENLC
and
ENLK.
A
discounted
cash
flow
analysis
is
a
traditional
valuation
methodology
used
to
derive
an
intrinsic
valuation
of
an
asset
by calculating
the
"present
value"
of
estimated
future
cash
flows
of
the
asset;
in
this
case,
the
"present
value"
of
the
estimated
future
distributable
cash
flows
of
ENLK Common
Units
and
ENLC
Common
Units.
"Present
value"
refers
to
the
current
value
of
future
cash
flows
or
amounts
and
is
obtained
by
discounting
those
future distributable
cash
flows
by
a
range
of
discount
rates
that
takes
into
account
macroeconomic
assumptions
and
estimates
of
risk,
the
opportunity
cost
of
capital, expected
returns,
the
time
value
of
money,
and
other
appropriate
factors.
Barclays
performed
the
discounted
distributable
cash
flow
analysis
for
ENLK
Common
Units
and
ENLC
Common
Units
using
estimated
EBITDA
from
2019 through
2023
based
on
EnLink
management's
estimated
EBITDA
from
2019
through
2021
per
the
Projections,
with
2022
and
2023
estimates
extrapolated
by Barclays
from
2021
estimates
assuming
a
1.5%
growth
rate
year-over-year.
To
calculate
the
estimated
per
ENLK
Common
Unit
equity
value
ranges
in
the discounted
distributable
57
Table
of
Contents
cash
flow
analysis,
Barclays
added
(i)
projected
distributable
cash
flow
per
ENLK
Common
Unit
for
fiscal
years
2019
through
2023
(with
2019
through
2021 being
included
in
the
Projections
and
Barclays
extrapolating
for
2022
and
2023)
to
(ii)
the
terminal
value
at
the
end
of
the
forecast
period,
or
the
"terminal
value" of
ENLK
Common
Units,
as
of
December
31,
2023
(as
estimated
by
Barclays
as
described
below),
and
discounted
such
distributable
cash
flows
per
ENLK Common
Unit
to
their
net
present
value
as
of
January
1,
2019
using
selected
discount
rates.
Barclays
used
a
nominal
discount
rate
range
of
11.0%
to
13.0%.
This discount
rate
range
was
selected
by
Barclays
using
its
professional
judgment
and
experience,
taking
into
account
projected
cost
of
equity
capital
rates
for
ENLK and
the
comparable
companies
utilized
in
the
Selected
Comparable
Companies
Analysis
described
below.
Barclays
estimated
the
terminal
value
of
ENLK Common
Units
by
applying
a
range
of
assumed
yields
of
9.0%
to
10.0%
to
the
estimated
distributable
cash
flow
per
ENLK
Common
Unit
for
2023
as
extrapolated by
Barclays,
as
described
above.
The
assumed
yields
were
selected
by
Barclays
based
on
Barclays'
professional
judgment
and
experience,
taking
into
account
the yields
of
ENLK
and
the
selected
comparable
companies
utilized
in
the
Selected
Comparable
Companies
Analysis
described
below.
The
reference
equity
value range
per
ENLK
Common
Unit
determined
based
on
the
ENLK
discounted
distributable
cash
flow
analysis
implied
an
equity
value
range
for
ENLK
Common Units
of
$17.00
to
$20.00
per
ENLK
Common
Unit,
as
compared
to
the
closing
ENLK
Common
Unit
price
of
$18.26
on
October
19,
2018.
To
calculate
the
estimated
per
ENLC
Common
Unit
equity
value
ranges
in
the
discounted
distributable
cash
flow
analysis
for
ENLC,
Barclays
added (i)
projected
distributable
cash
flow
per
ENLC
Common
Unit
for
fiscal
years
2019
through
2023
(with
2019
through
2021
being
included
in
the
Projections
and Barclays
extrapolating
for
2022
and
2023)
to
(ii)
the
terminal
value
of
ENLC
Common
Units,
as
of
December
31,
2023
(as
estimated
by
Barclays
as
described below),
and
discounted
such
distributable
cash
flows
per
ENLC
Common
Unit
to
their
net
present
value
as
of
January
1,
2019
using
a
nominal
discount
rate
range of
12.0%
to
14.0%.
This
discount
rate
range
was
selected
by
Barclays
using
its
professional
judgment
and
experience,
taking
into
account
projected
cost
of
equity capital
rates
for
ENLC
and
the
selected
comparable
companies
utilized
in
the
Selected
Comparable
Companies
Analysis
described
below.
Barclays
estimated
the terminal
value
of
ENLC
Common
Units
by
applying
a
range
of
assumed
yields
of
8.50%
to
9.50%
to
the
estimated
distributable
cash
flow
per
ENLC
Common Unit
for
2023
as
extrapolated
by
Barclays,
as
described
above.
The
assumed
yields
were
selected
by
Barclays
based
on
Barclays'
professional
judgment
and experience,
taking
into
account
the
yields
of
ENLC
and
the
selected
comparable
companies
utilized
in
the
Selected
Comparable
Companies
Analysis
described below.
The
reference
equity
value
range
for
ENLC
Common
Units
determined
based
on
the
ENLC
discounted
distributable
cash
flow
analysis
implied
an
equity value
range
for
ENLC
of
$16.00
to
$19.00
per
ENLC
Common
Unit,
as
compared
to
the
closing
ENLC
Common
Unit
price
of
$16.05
on
October
19,
2018.
Using
the
implied
reference
equity
value
per
unit
ranges
for
each
of
ENLK
Common
Units
and
ENLC
Common
Units,
Barclays
derived
reference
implied exchange
ratio
ranges
of
0.8947x
to
1.2500x.
Barclays
noted
that
the
Exchange
Ratio
of
1.15
to
be
offered
by
ENLC
in
the
Transactions
was
within
the
implied
exchange
ratio
range
determined
based
on Barclays'
discounted
distributable
cash
flow
analysis.
Selected
Comparable
Company
Analysis
In
order
to
assess
how
the
public
market
values
units
of
similar
publicly
traded
midstream
corporations
and
MLPs
and
to
provide
a
range
of
relative
implied equity
values
per
ENLC
Common
Unit
and
per
ENLK
Common
Unit
by
reference
to
those
companies,
which
could
then
be
used
to
calculate
implied
exchange ratio
ranges,
Barclays
reviewed
and
compared
specific
financial
and
operating
data
relating
to
ENLC
and
ENLK
to
that
of
midstream
corporations
and
MLPs selected
by
Barclays
based
on
Barclays'
experience
with
midstream
corporations
and
MLPs.
58
Table
of
Contents
The
midstream
corporations
and
MLPs
selected
with
respect
to
ENLK
were:
·
Crestwood
Equity
Partners
LP
·
DCP
Midstream
LP
·
ONEOK,
Inc.
·
Summit
Midstream
Partners,
LP
·
Tallgrass
Energy,
LP
·
Targa
Resources
Corp.
·
Western
Gas
Partners,
LP
Barclays
calculated
and
compared
various
financial
multiples
and
ratios
of
ENLC
and
ENLK
and
the
selected
comparable
companies.
As
part
of
its
selected comparable
company
analysis,
Barclays
calculated
and
analyzed
latest
quarter
annualized
("LQA")
distribution
yield
multiples
using
published
estimates
by
third party
equity
research
analysts
for
estimated
distributable
cash
flow
per
unit
and
earnings
before
interest,
taxes,
depreciation,
and
amortization
("EBITDA")
in
2019 and
distribution
yield
in
2019
for
each
of
the
comparable
companies
selected
and
for
ENLK
using
the
Projections.
All
of
these
calculations
were
performed
on 2019E
provided
by
ENLC
management,
and
based
on
publicly
available
financial
data
and
closing
prices,
as
of
October
19,
2018,
the
last
trading
date
prior
to
the delivery
of
Barclays'
opinion.
The
results
of
the
ENLK
selected
comparable
company
analysis
are
summarized
below:
LQA
Distribution
Yield:
LQA
Yield
Yield
Range
of
Comparable
MLPs
of
ENLK
Low
Median
High
4.87%
7.66%
15.68%
Barclays
selected
the
comparable
midstream
corporations
and
MLPs
listed
above
because
their
business
and
operating
profiles
are
reasonably
similar
to
that of
ENLK.
However,
because
of
the
inherent
differences
between
the
business,
operations,
and
prospects
of
ENLK
and
those
of
the
selected
comparable
companies, Barclays
believed
that
it
was
inappropriate
to,
and
therefore
did
not,
rely
solely
on
the
quantitative
results
of
the
selected
comparable
company
analysis. Accordingly,
Barclays
also
made
certain
qualitative
judgments
concerning
differences
between
the
business,
financial,
and
operating
characteristics
and
prospects of
ENLK
and
the
selected
comparable
companies
that
could
affect
the
public
trading
values
of
each
in
order
to
provide
a
context
in
which
to
consider
the
results
of the
quantitative
analysis.
These
qualitative
judgments
related
primarily
to
the
differing
sizes,
growth
prospects,
profitability
levels
and
degrees
of
operational
risk between
ENLK
and
the
selected
midstream
corporations
and
MLPs
included
in
the
selected
comparable
company
analysis.
The
equity
value
range
for
ENLK Common
Units
determined
based
on
the
ENLK
selected
comparable
company
analysis
implied
a
reference
equity
value
range
for
ENLK
of
$18.00
to
$22.00
per ENLK
Common
Unit.
The
general
partners
selected
with
respect
to
ENLC
were:
·
Antero
Midstream
GP
LP
·
EQGP
Holdings,
LP
·
Western
Gas
Equity
Partners,
LP
59
Table
of
Contents
Barclays
calculated
and
analyzed
the
implied
general
partner
value
as
a
multiple
of
general
partner
("GP")
distributions
using
published
estimates
by
third party
equity
research
analysts
for
estimated
general
partner
distributions
in
2019
and
2020
for
each
of
the
comparable
companies
selected
and
for
ENLC
using
the Projections.
The
selected
range
of
multiples
was
applied
to
the
2019E
and
2020E
GP
IDRs
for
ENLC
as
stated
in
the
Projections.
The
results
of
the
ENLC
selected comparable
company
analysis
are
summarized
below:
General
Partner
Value
as
a
multiple
of:
2019E
General
Partner
Distributions 2020E
General
Partner
Distributions
Multiple
Range
of
Comparable
General
Partners
of
ENLC
Low
Median
High
11.5x
11.8x
19.8x
9.2x
10.0x
13.1x
Barclays
selected
the
comparable
general
partners
listed
above
because
their
business
and
operating
profiles
are
reasonably
similar
to
that
of
ENLC.
However, because
of
the
inherent
differences
between
the
business,
operations,
and
prospects
of
ENLC
and
those
of
the
selected
comparable
companies,
Barclays
believed that
it
was
inappropriate
to,
and
therefore
did
not,
rely
solely
on
the
quantitative
results
of
the
selected
comparable
company
analysis.
Accordingly,
Barclays
also made
certain
qualitative
judgments
concerning
differences
between
the
business,
financial,
and
operating
characteristics
and
prospects
of
ENLC
and
the
selected comparable
companies
that
could
affect
the
public
trading
values
of
each
in
order
to
provide
a
context
in
which
to
consider
the
results
of
the
quantitative
analysis. These
qualitative
judgments
related
primarily
to
the
differing
sizes,
growth
prospects,
profitability
levels,
and
degrees
of
operational
risk
between
ENLC
and
the selected
general
partners
included
in
the
selected
comparable
company
analysis.
The
equity
value
range
for
ENLC
Common
Units
determined
based
on
the
ENLC comparable
company
analysis
implied
a
reference
equity
value
range
for
ENLC
of
$16.00
to
$19.00
per
ENLC
Common
Unit.
Using
the
implied
reference
equity
value
per
unit
ranges
for
each
of
ENLC
and
ENLK,
Barclays
derived
a
reference
implied
exchange
ratio
range
of
0.9474x to
1.3750x.
Barclays
noted
that
the
Exchange
Ratio
of
1.15
to
be
offered
by
ENLC
in
the
Transactions
was
within
the
implied
exchange
ratio
range
determined
based
on Barclays'
selected
comparable
companies
analysis.
Selected
Precedent
Transactions
Analysis
Barclays
reviewed
and
compared
the
purchase
prices
and
financial
multiples
paid
in
selected
other
MLP
transactions
that
Barclays
deemed
relevant
based
on its
experience
with
merger
and
acquisition
transactions,
particularly
in
the
MLP
industry.
Barclays
chose
such
MLP
merger
transactions
based
on,
among
other things,
the
similarity
of
the
applicable
companies
to
ENLC
and
ENLK
with
respect
principally
to
size
and
operational
focus.
Each
of
the
selected
transactions
was an
acquisition
of
an
MLP
announced
between
June
2009
and
October
2018.
None
of
the
transactions
selected
based
on
the
60
Table
of
Contents
criteria
were
subsequently
excluded
in
conducting
this
analysis.
The
following
list
sets
forth
the
transactions
analyzed
based
on
such
characteristics:
Target
/
Acquirer
· Valero
Energy
Partners
LP
/
Valero
Energy
Corporation · Antero
Midstream
Partners
/
Antero
Midstream
GP
LP · Energy
Transfer
Partners,
LP
/
Energy
Transfer
Equity,
L.P.
· Williams
Energy
Partners,
LP
/
Williams
Companies
Inc.
· Rice
Midstream
Partners
LP
/
EQT
Midstream
Partners,
LP · Tallgrass
Energy
Partners,
LP
/
Tallgrass
Energy
GP,
LP · Southcross
Energy
Partners,
L.P.
/
American
Midstream
Partners,
LP · Arc
Logistics
Partners
LP
/
Zenith
Energy
LP · PennTex
Midstream
Partners,
LP
/
Energy
Transfer
Partners,
L.P.
· World
Point
Terminals,
LP
/
World
Point
Terminals,
Inc.
· VTTI
Energy
Partners
LP
/
VTTI
B.V.
· ONEOK
Partners,
L.P.
/
ONEOK,
Inc.
· Energy
Transfer
Partners,
L.P.
/
Sunoco
Logistics
Partners
L.P.
· Columbia
Pipeline
Partners
/
TransCanada
Corporation · JP
Energy
Partners
LP
/
American
Midstream
Partners,
LP · Rose
Rock
Midstream,
L.P.
/
SemGroup
Corporation · Targa
Resources
Partners
LP
/
Targa
Resources
Corp.
· Crestwood
Midstream
Partners
LP
/
Crestwood
Equity
Partners
LP · Regency
Energy
Partners
LP
/
Energy
Transfer
Partners,
L.P.
· Duncan
Energy
Partners
L.P.
/
Enterprise
Products
Partners
L.P.
· TEPPCO
Partners,
L.P.
/
Enterprise
Products
Partners
L.P.
Announcement
Date
October
2018
October
2018
August
2018
May
2018
April
2018
March
2018
November
2017
August
2017
May
2017
April
2017
March
2017
February
2017
November
2016
November
2016
October
2016
May
2016
November
2015
May
2015
January
2015
February
2011
June
2009
Using
publicly
available
information,
Barclays
calculated
and
analyzed
multiples
of
enterprise
value
("EV")
to
last
twelve
month
("LTM")
EBITDA
("LTM EBITDA")
represented
by
the
prices
paid
in
the
above
selected
precedent
transactions.
The
selected
range
of
multiples
was
applied
to
the
2019E
EBITDA
for ENLK
as
stated
in
the
Projections.
The
results
of
the
selected
precedent
transactions
analysis
are
summarized
below:
EV
as
a
Multiple
of:
LTM
EBITDA
EV
/
LTM
EBITDA
Low
Median
Mean
High
7.4x
11.1x
11.7x
26.0x
The
reasons
for
and
the
circumstances
surrounding
each
of
the
selected
precedent
transactions
analyzed
were
diverse
and
there
are
inherent
differences between
the
businesses,
operations,
financial
conditions,
and
prospects
of
ENLK
and
the
MLPs
included
in
the
selected
precedent
transactions
analysis. Accordingly,
Barclays
believed
that
a
purely
quantitative
selected
precedent
transactions
analysis
would
not
be
particularly
meaningful
in
the
context
of considering
the
Transactions.
Barclays
therefore
made
qualitative
judgments
concerning
differences
between
the
characteristics
of
the
selected
precedent transactions
and
the
Transactions
which
would
affect
the
acquisition
values
of
the
selected
target
companies
and
ENLK.
Based
upon
these
judgments,
Barclays' selected
precedent
transactions
analysis
yielded
a
reference
equity
value
range
for
ENLK
Common
Units
of
$18.00
to
$21.00
per
ENLK
Common
Unit.
Barclays
also
reviewed
and
compared
the
purchase
prices
and
financial
multiples
paid
in
selected
other
transactions,
specifically
those
transactions
involving a
general
partner
or
the
general
partner's
GP
and
IDR
interests,
that
Barclays
deemed
relevant
based
on
its
experience
with
merger
and
acquisition
transactions. Barclays
chose
such
general
partner
merger
transactions
based
on,
among
61
Table
of
Contents
other
things,
the
similarity
of
the
applicable
companies
to
ENLC
with
respect
principally
to
size
and
operational
focus
and
because
the
organizations
involved
are all
structured
as
general
partners.
Each
of
the
selected
transactions
was
an
acquisition
of
a
general
partner
announced
between
June
2014
and
February
2018.
None of
the
transactions
selected
based
on
the
criteria
were
subsequently
excluded
in
conducting
this
analysis.
The
following
list
sets
forth
the
transactions
analyzed based
on
such
characteristics:
Target
/
Acquirer
· NuStar
GP
Holdings,
LLC
/
NuStar
Energy
L.P.
· Enbridge
Inc.
/
Spectra
Energy
Partners,
LP · CONE
Midstream
Partners
LP
/
CNX
Resources
Corporation · Marathon
Petroleum
Corporation
/
MPLX
LP · HollyFrontier
Corporation
/
Holly
Energy
Partners,
L.P.
· Andeavor
/
Andeavor
Logistics
LP · Williams
Companies,
Inc.
/
Williams
Partners
L.P.
· Plains
GP
Holdings
/
Plains
All
American,
L.P.
· TransMontaigne
GP
L.L.C.
/
ArcLight
Capital
Partners · Atlas
Energy,
L.P.
/
Targa
Resources
Corp.
· Oiltanking
Holding
Americas,
Inc.
/
Enterprise
Products
Partners
L.P.
· Global
Infrastructure
Partners
/
Williams
Companies,
Inc.
· TransMontaigne
Inc.
/
NGL
Energy
Partners
LP
Announcement
Date
February
2018
January
2018
December
2017
December
2017
October
2017
August
2017
January
2017
July
2016
January
2016
October
2014
October
2014
June
2014
June
2014
Using
publicly
available
information,
Barclays
calculated
and
analyzed
multiples
of
the
value
of
the
general
partner
to
LQA
distributions
to
the
general partner
represented
by
the
prices
paid
in
the
selected
precedent
transactions.
The
selected
range
of
multiples
was
applied
to
the
2019E
GP
IDRs
for
ENLC
as
stated in
the
Projections.
The
results
of
the
selected
precedent
transactions
analysis
are
summarized
below:
General
Partner
Value
as
a
Multiple
of:
LQA
GP
Distribution
General
Partner
Value
/
LQA
GP
Distribution
Low
Median
Mean
High
8.8x
20.4x
37.2x
183.5x
The
reasons
for
and
the
circumstances
surrounding
each
of
the
selected
precedent
transactions
analyzed
were
diverse
and
there
are
inherent
differences between
the
businesses,
operations,
financial
conditions
and
prospects
of
ENLC
and
the
general
partners
included
in
the
selected
precedent
transactions
analysis. Accordingly,
Barclays
believed
that
a
purely
quantitative
selected
precedent
transactions
analysis
would
not
be
particularly
meaningful
in
the
context
of considering
the
Transactions.
Barclays
therefore
made
qualitative
judgments
concerning
differences
between
the
characteristics
of
the
selected
precedent transactions
and
the
Transactions
which
would
affect
the
acquisition
values
of
the
selected
target
companies
and
ENLC.
Based
upon
these
judgments,
Barclays selected
precedent
transactions
analysis
yielded
a
reference
equity
value
range
for
ENLC
Common
Units
of
$15.00
to
$17.00
per
ENLC
Common
Unit.
Using
the
implied
reference
equity
value
per
unit
ranges
for
each
of
ENLK
Common
Units
and
ENLC
Common
Units,
Barclays
also
derived
a
reference implied
exchange
ratio
range
of
1.0588x
to
1.4000x.
Barclays
noted
that
the
Exchange
Ratio
of
1.15
to
be
offered
by
ENLC
in
the
Transactions
was
within
the
implied
exchange
ratio
range
determined
based
on Barclays'
selected
precedent
transactions
analysis.
62
Table
of
Contents
Other
Factors
Analysis
of
Equity
Research
Analyst
Price
Targets
To
provide
background
information
and
perspective
to
the
ENLC
Conflicts
Committee,
Barclays
reviewed
and
compared,
as
of
October
19,
2018,
the
publicly available
price
targets
of
ENLK
Common
Units
and
ENLC
Common
Units
published
by
equity
research
analysts
associated
with
various
Wall
Street
firms,
of which
there
were
14
and
13,
respectively
(including
Barclays'
equity
research
analyst
price
targets
for
each
of
ENLC
and
ENLK).
The
research
analysts'
price targets
per
ENLC
Common
Unit
ranged
from
$16.00
to
$22.00
and
per
ENLK
Common
Unit
ranged
from
$16.00
to
$20.00.
The
publicly
available
unit
price targets
published
by
such
equity
research
analysts
do
not
necessarily
reflect
the
current
market
trading
prices
for
ENLK
Common
Units
or
ENLC
Common
Units and
these
estimates
are
subject
to
uncertainties,
including
future
financial
performance
of
ENLC
and
ENLK
and
future
market
conditions.
Using
the
implied reference
equity
value
per
unit
ranges
for
each
of
ENLK
Common
Units
and
ENLC
Common
Units,
Barclays
also
derived
a
reference
implied
exchange
ratio range
of
0.7273x
to
1.2500x.
Barclays
noted
that
the
Exchange
Ratio
of
1.15
to
be
offered
by
ENLC
in
the
Transactions
was
within
the
implied
exchange
ratio range
determined
based
on
Barclays'
equity
research
analyst
price
targets.
Premiums
Analysis
In
order
to
provide
background
information
and
perspective
to,
and
to
assess
the
Exchange
Ratio
offered
by
ENLC
in
the
Transactions,
Barclays
reviewed
and analyzed
the
implied
exchange
ratio
in
the
Transactions
based
on
the
"Heads-Up"
exchange
ratios,
which
reflects
the
implied
exchange
ratio
of
ENLK
Common Units
to
the
ENLC
Common
Unit
trading
prices
without
considering
any
adjustments,
and
the
implied
premium
in
the
Transactions
based
on
the
historical
unit price,
each
as
of
October
19,
2018
and
the
(i)
5-day,
10-day,
30-day
and
60-day
prior
to
current,
(ii)
30-day,
60-day,
180-day
and
1-year
average,
and
(iii)
5-day, 10-day,
and
30-day
volume
weighted
average
prices
("VWAP")
of
ENLK
Common
Units
to
the
ENLC
Common
Units.
The
table
below
sets
forth
the
summary results
of
the
analysis:
Transaction
Exchange
Ratio/Spot
Premium Current
Unit
Price
as
of
10/19/18 Suggested
Unaffected
Unit
Price
as
of
8/1/18 5
Days
Prior
to
Current 10
Days
Prior
to
Current 30
Days
Prior
to
Current 60
Days
Prior
to
Current 30-Day
Average 60-Day
Average 180-Day
Average 1-Year
Average 5-Day
VWAP 10-Day
VWAP 30-Day
VWAP
Implied
Premium
to
Historical
"Heads-Up"
"Heads-Up"
Exchange
Ratio
Exchange
Ratio
1.1500x
1%
1.1377x
1.1%
0.9637x
19.3%
1.1400x
0.9%
1.1043x
4.1%
1.0943x
5.1%
1.0605x
8.4%
1.1130x
3.3%
1.0796x
6.5%
1.0053x
14.4%
0.9875x
16.5%
1.1442x
0.5%
1.1226x
2.4%
1.1122x
3.4%
Precedent
Transaction
Premiums
Analysis
Barclays
also
reviewed
and
analyzed
the
implied
exchange
ratio
in
the
Transactions
based
on
a
review
of
precedent
premiums
paid
from
selected
historical precedent
transactions,
whereby
Barclays
63
Table
of
Contents
reviewed
the
unaffected
and
spot
precedent
premiums
paid.
The
unaffected
premiums
paid
analysis
implied
relative
exchange
ratios
ranging
from
a
low
of
1.0119x to
a
high
of
1.2528x
ENLK
Common
Units
per
ENLC
Common
Unit
and
the
spot
precedent
premiums
paid
analysis
implied
relative
exchange
ratios
ranging
from a
low
of
1.0808x
to
a
high
of
1.4221x
ENLK
Common
Units
per
ENLC
Common
Unit.
Barclays
noted
that
the
Exchange
Ratio
to
be
offered
by
ENLC
in
the Transactions
was
within
the
implied
relative
exchange
ratio
range.
Simplification
Accretion
/
Analysis
Barclays
reviewed
and
analyzed
the
pro
forma
impact
of
the
transaction
on
projected
distributable
cash
flow
and
distributions
of
Pro
Forma
ENLC
for
each
of 2019,
2020,
and
2021
using
the
Projections
under
two
scenarios,
one
assuming
1.4000x
coverage
(the
"1.40x
Coverage
Scenario")
and
a
second
assuming
status quo
coverage
ratio
of
1.2100x
for
2019,
1.1600x
for
2020
and
1.2000x
for
2021
(the
"Status
Quo
Coverage
Scenario").
The
table
below
sets
forth
the
summary results
of
the
accretion
analysis:
Distributable
Cash
Flow
of
Pro
Forma
ENLC
as
compared
to:
ENLC
Standalone ENLK
Standalone
1.40x
Coverage
Scenario
2019
2020
2021
10.7%
14.5%
7.5%
6.8%
11.8%
17.0%
Distributable
Cash
Flow
of
Pro
Forma
ENLC
as
compared
to:
ENLC
Standalone ENLK
Standalone
Status
Quo
Coverage
Scenario
2019
2020
2021
10.5%
13.7%
6.2%
5.7%
11.4%
16.1%
General
Barclays
is
an
internationally
recognized
investment
banking
firm
and,
as
part
of
its
investment
banking
activities,
is
regularly
engaged
in
the
valuation
of businesses
and
their
securities
in
connection
with
mergers
and
acquisitions,
investments
for
passive
and
control
purposes,
negotiated
underwritings,
competitive bids,
secondary
distributions
of
listed
and
unlisted
securities,
private
placements,
and
valuations
for
estate,
corporate,
and
other
purposes.
The
ENLC
Conflicts Committee
selected
Barclays
because
of
its
familiarity
with
ENLC
and
ENLK,
and
because
of
Barclays'
qualifications,
reputation
and
experience
in
the
valuation of
businesses
and
securities
in
connection
with
mergers
and
acquisitions
generally,
knowledge
of
the
industries
in
which
ENLC
and
ENLK
operate,
as
well
as substantial
experience
in
transactions
comparable
to
the
Transactions.
Barclays
is
acting
as
financial
advisor
to
the
ENLC
Conflicts
Committee
in
connection
with
the
Transactions.
As
compensation
for
its
services
in
connection with
the
Transactions,
ENLC
will
pay
Barclays
a
fee
of
$2.5
million,
conditioned
upon
and
payable
upon
closing
of
the
Transactions.
In
addition,
ENLC
paid Barclays
a
fee
of
$500,000
upon
delivery
of
the
opinion,
which
is
referred
to
as
the
"Opinion
Fee".
The
Opinion
Fee
was
not
contingent
upon
the
conclusion
of Barclays'
opinion.
In
addition,
Barclays
may
receive
a
discretionary
fee
of
$500,000
based
on
the
ENLC
Conflict
Committee's
assessment
of
the
quality
and quantity
of
work
completed
by
Barclays
in
connect
with
its
engagement
for
the
Transactions,
which
is
referred
to
as
the
"Discretionary
Fee".
In
addition,
ENLC has
agreed
to
reimburse
Barclays
for
certain
of
its
expenses
incurred
in
connection
with
the
Transactions
and
to
indemnify
Barclays
for
certain
liabilities
that
may arise
out
of
its
engagement
by
the
ENLC
Conflicts
Committee
and
the
rendering
of
Barclays'
opinion.
Barclays
has
performed
various
investment
banking
services for
ENLC
and
ENLK
and
their
affiliates
in
the
past,
and
expects
to
perform
such
services
in
the
future,
and
has
received,
and
expects
to
receive,
customary
fees
for such
64
Table
of
Contents
services.
Specifically,
in
the
past
two
years,
Barclays
has
performed
the
following
investment
banking
and
financial
services:
acting
as
(i)
active
bookrunner
on ENLK's
$500mm
Senior
Unsecured
Notes
in
May
2017,
(ii)
sales
agent
on
ENLK's
$600mm
ATM
equity
offering
in
August
2017
and
(iii)
lender
under
ENLK's existing
revolving
credit
facility.
In
addition,
Barclays
and
its
affiliates
in
the
past
have
provided,
currently
are
providing,
or
in
the
future
may
provide,
investment banking
services
to
GIP,
and
certain
of
its
affiliates
and
portfolio
companies
and
have
received
or
in
the
future
may
receive
customary
fees
for
rendering
such services,
including
(i)
having
acted
or
acting
as
financial
advisor
to
GIP
and
certain
of
its
portfolio
companies
and
affiliates
in
connection
with
certain
mergers
and acquisition
transactions;
(ii)
having
acted
or
acting
as
arranger,
bookrunner,
and/or
lender
for
GIP
and
certain
of
its
portfolio
companies
and
affiliates
in
connection with
the
financing
for
various
acquisition
transactions;
and
(iii)
having
acted
or
acting
as
underwriter,
initial
purchaser,
and
placement
agent
for
various
equity
and debt
offerings
undertaking
by
GIP
and
certain
of
its
funds'
portfolio
companies
and
affiliates.
During
the
past
two
years,
the
aggregate
fees
received
by
Barclays from
ENLC,
ENLK,
and
their
respective
affiliates,
including
GIP,
were
approximately
$3
million.
Barclays,
its
subsidiaries
and
affiliates
engage
in
a
wide
range
of
businesses
from
investment
and
commercial
banking,
lending,
asset
management
and
other financial
and
non-financial
services.
In
the
ordinary
course
of
its
business,
Barclays
and
its
affiliates
may
actively
trade
and
effect
transactions
in
the
equity,
debt and/or
other
securities
(and
any
derivatives
thereof)
and
financial
instruments
(including
loans
and
other
obligations)
of
ENLC
and
ENLK
for
its
own
account
and for
the
accounts
of
its
customers
and,
accordingly,
may
at
any
time
hold
long
or
short
positions
and
investments
in
such
securities
and
financial
instruments.
Recommendation
of
the
ENLK
Conflicts
Committee
and
the
ENLK
Board,
and
the
Reasons
of
the
ENLK
Conflicts
Committee
for
Recommending Approval
of
the
Transactions
The
ENLK
Conflicts
Committee
consists
of
two
independent
directors:
Kyle
D.
Vann
(Chair)
and
Scott
A.
Griffiths,
each
of
whom
the
ENLK
Board determined
satisfied
the
independence
and
other
requirements
set
forth
in
the
ENLK
Partnership
Agreement
to
serve
as
a
member
of
the
ENLK
Conflicts Committee.
The
ENLK
Board
delegated
to
the
ENLK
Conflicts
Committee
the
power
and
authority
(i)
to
make
such
investigation
of
the
Proposed
Transaction,
the other
Restructuring
Alternatives,
and
the
alternative
of
maintaining
the
status
quo,
as
the
ENLK
Conflicts
Committee
deemed
necessary
or
appropriate,
(ii)
to review,
evaluate,
and
negotiate
(or
to
supervise
and
direct
the
negotiations
on
behalf
of
ENLK
with
respect
to)
the
terms
and
conditions,
and
determine
the advisability,
of
the
Proposed
Transaction
and
related
agreements
and
arrangements,
(iii)
to
determine
whether
the
Proposed
Transaction
is
fair
and
reasonable
to, and
in
the
best
interest
of,
ENLK
and
the
ENLK
Unaffiliated
Unitholders,
(iv)
to
determine
whether
to
approve
the
Proposed
Transaction
(with
such
approval constituting
"Special
Approval"
for
all
purposes
under
the
ENLK
Partnership
Agreement),
and
to
make
a
recommendation
to
the
ENLK
Board
whether
to
approve the
Proposed
Transaction,
and
(v)
to
make
any
recommendations
to
the
ENLK
Board
regarding
the
Proposed
Transaction
as
the
ENLK
Conflicts
Committee determined
to
be
appropriate.
On
October
21,
2018,
the
ENLK
Conflicts
Committee
unanimously
determined
that
the
Merger
Agreement
and
Transactions,
including
the
Merger,
are
fair and
reasonable
to,
and
in
the
best
interest
of,
ENLK
and
the
ENLK
Unaffiliated
Unitholders,
and
unanimously
approved
the
Merger
Agreement,
the
other Transaction
Documents,
and
the
Transactions,
including
the
Merger,
which
approval
constituted
"Special
Approval"
under
the
ENLK
Partnership
Agreement.
The ENLK
Conflicts
Committee
also
recommended
that
the
ENLK
Board
approve
the
Merger
Agreement,
the
Transaction
Documents,
and
the
Transactions,
including the
Merger,
and
resolved,
and
recommended
that
the
ENLK
Board
resolve,
to
recommend
that
the
ENLK
Voting
Unitholders
approve
the
Merger
Agreement.
65
Table
of
Contents
Later
on
October
21,
2018,
the
ENLK
Board,
acting
upon
the
recommendation
of
the
ENLK
Conflicts
Committee,
unanimously
(i)
determined
that
the Merger
Agreement,
the
other
Transaction
Documents,
and
the
Transactions,
including
the
Merger,
are
in
the
best
interest
of
ENLK
and
the
ENLK
Unaffiliated Unitholders,
(ii)
approved
the
Merger
Agreement,
the
other
Transaction
Documents,
and
the
Transactions,
and
directed
that
the
Merger
Agreement
be
submitted
to a
vote
of
the
ENLK
Voting
Unitholders,
and
(iii)
determined
to
recommend
that
the
ENLK
Voting
Unitholders
approve
the
Merger
Agreement.
The
ENLK
Conflicts
Committee
consulted
with
its
financial
and
legal
advisors
and
considered
many
factors
in
making
its
determination
and
approvals,
and the
related
recommendations
to
the
ENLK
Board
and
the
ENLK
Common
Unitholders.
The
ENLK
Conflicts
Committee
considered
the
following
factors
to
be generally
positive
or
favorable
in
making
its
determination
and
approvals,
and
the
related
recommendations
to
the
ENLK
Board
and
the
ENLK
Common Unitholders:
·
The
ENLK
Conflicts
Committee's
belief
that
the
Merger
presents
the
best
available
opportunity
to
maximize
value
for
the
ENLK
Public
Unitholders,
which
belief
is
based
on
consideration
of
maintaining
the
status
quo
and
alternative
transaction
structures
between
ENLK
and
ENLC.
·
The
consideration
to
be
paid
to
the
ENLK
Public
Unitholders
of
1.15
ENLC
Common
Units
for
each
ENLK
Common
Unit
represents:
·
A
1.1%
premium
to
ENLK's
closing
price
on
October
19,
2018
(the
last
trading
day
before
the
announcement
of
the
Merger
Agreement).
·
A
3.5%
premium
to
ENLK
based
on
the
30-day
volume-weighted
average
closing
prices
for
ENLK
and
ENLC
for
the
period
ending
October
19,
2018.
·
A
19.3%
premium
to
ENLK's
closing
price
on
August
1,
2018
(the
last
trading
day
before
the
announcement
of
the
simplification
transaction
between
Energy
Transfer
Equity,
L.P.
and
Energy
Transfer
Partners,
L.P.).
·
A
premium
to
the
historic
trading
ratio
between
ENLK
and
ENLC
(one
and
two-year
averages
for
the
period
ending
October
19,
2018
of
0.977
and
0.994
ENLC
Common
Units
for
each
ENLK
Common
Unit,
respectively).
·
ENLK
Common
Unitholders
will
be
entitled
to
receive
regular
quarterly
distributions
of
at
least
$0.39
per
quarter
up
to
and
including
the
quarter
immediately
preceding
the
quarter
in
which
the
closing
of
the
Merger
occurs,
and
will
be
certain
to
receive
such
distributions
in
respect
of
the
fourth
quarter
of
2018.
·
The
Exchange
Ratio
is
fixed
and
therefore
the
implied
value
of
the
consideration
payable
to
ENLK
Public
Unitholders
will
increase
in
the
event
that
the
market
price
of
ENLC
Common
Units
increases
prior
to
the
closing
of
the
Merger.
·
The
expectation
that
the
Merger
will
be
immediately
accretive
to
ENLK
Public
Unitholders
on
a
distributable
cash
flow
basis
and
will
enhance
accretion
from
additional
growth
projects
and
M&A
transactions.
·
The
Merger
eliminates
the
burden
on
ENLK's
cost
of
capital
resulting
from
the
level
of
incentive
distributions
payable
to
ENLC
in
respect
of
the
Incentive
Distribution
Rights,
which
incentive
distributions
could
from
time
to
time
make
it
more
challenging
for
ENLK
to
pursue
accretive
acquisitions
and
relatively
more
expensive
to
fund
its
capital
expenditure
program.
·
The
expectation
that
the
Merger
will
strengthen
and
enhance
the
pro
forma
balance
sheet
of
Pro
Forma
ENLC
by
utilizing
higher
retained
cash
flow
to
accelerate
deleveraging
or
fund
capital
expenditures.
66
Table
of
Contents
·
The
expectation
that
Pro
Forma
ENLC's
increased
distribution
coverage
will
provide
financial
flexibility,
distribution
stability,
and
long-term
growth
prospects,
enhancing
funding
optionality
and
reducing
reliance
on
capital
markets.
·
The
expectation
of
sustainable
distribution
growth
by
Pro
Forma
ENLC.
·
The
prospect
that
Pro
Forma
ENLC's
accelerated
deleveraging,
decreased
cost
of
capital,
and
increased
distribution
coverage
provide
the
potential
for
a
future
credit
ratings
uplift.
·
The
"check
the
box"
taxation
of
Pro
Forma
ENLC
provides
a
number
of
potential
benefits
to
ENLK
Unitholders
relative
to
ENLK's
MLP
structure,
including
that
entities
taxed
as
corporations
generally
attract
a
broader
set
of
investors
as
compared
to
MLPs
because,
for
example,
certain
types
of
institutional
investors
face
prohibitions
or
limitations
with
respect
to
investing
in
MLPs.
·
The
expectation
that
the
greater
trading
volume
of
the
"check
the
box"
nature
of
Pro
Forma
ENLC
will
enhance
trading
liquidity,
float,
and
access
to
debt
and
equity
capital
markets.
·
The
Merger
will
provide
a
tax
basis
step-up
to
Pro
Forma
ENLC
with
respect
to
the
assets
of
ENLK.
·
The
expectation
that
Pro
Forma
ENLC
will
owe
minimal
income
taxes
through
the
year
2023.
·
The
financial
presentation
and
the
opinion
of
Evercore,
dated
October
21,
2018,
stating
that
as
of
such
date,
and
based
upon
and
subject
to
the
assumptions
made,
procedures
followed,
matters
considered,
and
qualifications
and
limitations
of
the
review
undertaken
by
Evercore
in
rendering
its
opinion
as
set
forth
therin
(as
more
fully
described
below
under
"--Opinion
of
Evercore--Financial
Advisor
to
the
ENLK
Conflicts
Committee"),
the
Exchange
Ratio
was
fair,
from
a
financial
point
of
view,
to
the
ENLK
Unaffiliated
Unitholders.
·
The
Merger
will
simplify
the
organizational
structure
of
the
EnLink
companies,
resulting
in
benefits
to
be
received
by
the
ENLK
Unaffiliated
Unitholders,
including,
among
others:
·
streamlined
corporate
governance;
·
cost
savings
and
other
efficiencies
as
a
result
of
maintaining
one
publicly
listed
company
rather
than
two;
·
significantly
reduced
potential
for
conflicts
of
interests
between
ENLK
and
ENLC;
·
alignment
of
economic
interests
between
ENLK
and
ENLC
Unitholders;
and
·
response
to
investor
sentiment
regarding
structural
evolution
of
the
midstream
space.
·
The
strength
of
ENLK's
and
the
ENLK
Conflicts
Committee's
negotiations
resulting
in
an
Exchange
Ratio
of
1.15
ENLC
Common
Units
for
each
ENLK
Common
Unit,
representing
an
approximate
5%
improvement
over
ENLC's
management's
expressed
viewpoint
of
1.1
ENLC
Common
Units
for
each
ENLK
Common
Unit,
and
an
approximate
3%
improvement
over
the
ENLC
Conflict
Committee's
first
counter-proposal
of
1.12
ENLC
Common
Units
for
each
ENLK
Common
Unit.
·
The
following
procedural
safeguards
involved
in
the
negotiation
of
the
Merger
Agreement:
·
The
ENLK
Conflicts
Committee
consisted
solely
of
directors
who
are
not
officers
or
controlling
unitholders
of
ENLC
or
its
affiliates
and
who
satisfied
the
requirements
under
the
ENLK
Partnership
Agreement
for
service
on
the
ENLK
Conflicts
Committee.
67
Table
of
Contents · · · ·
The
ENLK
Conflicts
Committee
was
charged
with
evaluating
and
negotiating
the
terms
and
conditions
of
the
proposed
Merger
on
behalf
of ENLK
and
the
ENLK
Unaffiliated
Unitholders,
with
the
power
to
decline
to
pursue
a
transaction.
The
members
of
the
ENLK
Conflicts
Committee
will
not
personally
benefit
from
completion
of
the
Merger
in
a
manner
different
from
the ENLK
Unaffiliated
Unitholders.
The
terms
and
conditions
of
the
Merger
Agreement
and
the
Merger
were
determined
through
arm's-length
negotiations
between
the
ENLC Conflicts
Committee
and
the
ENLK
Conflicts
Committee
and
their
respective
representatives
and
advisors.
The
ENLK
Conflicts
Committee
retained
and
was
advised
by
experienced
and
qualified
financial
and
legal
advisors.
·
The
terms
of
the
Merger
Agreement,
principally:
·
The
provisions
allowing
the
ENLK
Conflicts
Committee
and
the
ENLK
Board,
subject
to
certain
limitations,
to
withdraw
or
change
their
recommendation
of
the
Merger
Agreement
in
the
event
of
a
superior
proposal
from
a
third
party
(other
than
ENLC
or
its
affiliates)
or
a
change
of
circumstance
if
the
ENLK
Board
(upon
the
recommendation
of
the
ENLK
Conflicts
Committee)
or
the
ENLK
Conflicts
Committee
makes
a
good
faith
determination
that
the
failure
to
change
its
recommendation
would
be
inconsistent
with
its
duties
to
the
ENLK
Unitholders
under
applicable
law,
as
modified
by
the
ENLK
Partnership
Agreement,
and
complies
with
the
terms
of
the
Merger
Agreement.
·
The
provisions
allowing
ENLK,
under
certain
circumstances,
to
provide
information
to,
and
participate
in
discussions
and
negotiations
with,
a
third
party
(other
than
ENLC
or
its
affiliates)
in
response
to
an
unsolicited
alternative
proposal
that
constitutes,
or
is
reasonably
likely
to
result
in,
a
superior
proposal.
·
The
operating
covenants
to
which
ENLC
is
subject
in
the
Merger
Agreement
provide
protection
to
ENLK
Unitholders
by
restricting
ENLC's
ability
to
take
certain
actions
prior
to
the
closing
of
the
Merger
that
could
reduce
the
value
of
the
ENLC
Common
Units
received
by
ENLK
Public
Unitholders
in
the
Merger.
·
Under
the
terms
of
the
Merger
Agreement,
prior
to
the
effective
time,
EGP
is
prohibited
from
revoking
or
diminishing
the
authority
of
the
ENLK
Conflicts
Committee.
·
The
Merger
Agreement
requires
ENLK
Conflicts
Committee
approval
with
respect
to
the
mutual
agreement
by
ENLC
and
ENLK
to
terminate
the
Merger
Agreement,
the
approval
of
a
change
of
recommendation,
the
termination
of
the
Merger
Agreement
for
a
superior
proposal,
and
the
reduction
of
the
quarterly
distribution
amount.
Any
other
termination
of
the
Merger
Agreement
by
ENLK
or
amendment
to,
waiver
of,
or
consent
under
the
Merger
Agreement
by
ENLK
requires
consultation
with
the
ENLK
Conflicts
Committee,
and,
in
the
case
of
any
such
amendment,
waiver,
or
consent,
the
ENLK
Conflicts
Committee
is
permitted
to
rescind
its
approval
of
the
Merger
Agreement,
with
such
rescission
resulting
in
the
rescission
of
"Special
Approval"
(as
defined
in
the
ENLK
Partnership
Agreement),
if
the
ENLK
Board
takes
or
authorizes
any
such
action
that
is
counter
to
any
recommendation
by
the
ENLK
Conflicts
Committee.
·
The
requirement
that
GIP
Stetson
II
provide
its
written
consent
as
the
majority
unitholder
of
ENLC
concurrently
with
the
execution
of
the
Merger
Agreement
and
enter
into
the
GIP
Support
Agreement.
68
Table
of
Contents
The
ENLK
Conflicts
Committee
considered
the
following
factors
to
be
generally
negative
or
unfavorable
in
arriving
at
its
determinations
and
approvals,
and the
related
recommendations
to
the
ENLK
Board
and
the
ENLK
Common
Unitholders:
·
The
ENLK
Public
Unitholders
will
receive
as
Merger
Consideration
ENLC
Common
Units
that
are
expected
to
receive,
in
the
near
term,
lower
distributions
per
unit,
after
giving
effect
to
the
Exchange
Ratio,
as
compared
to
each
ENLK
Common
Unit
if
the
Merger
were
not
consummated.
·
The
Merger
will
be
a
taxable
transaction
to
ENLK
Unitholders
for
U.S.
federal
income
tax
purposes
and
accordingly
ENLK
Unitholders
may
recognize
taxable
gain
in
the
Merger,
and
the
ENLK
Unitholders
will
receive
no
cash
consideration
with
which
to
pay
any
potential
U.S.
federal
income
tax
liability
resulting
from
the
Merger.
·
The
consideration
to
be
paid
to
the
ENLK
Public
Unitholders
of
1.15
ENLC
Common
Units
for
each
ENLK
Common
Unit,
represents
a
(0.2)%,
(0.5)%,
and
(0.6)%
discount
to
the
10-day,
20-day,
and
30-day
volume-weighted
average
closing
price
for
ENLK
for
the
period
ended
on
October
19,
2018
(the
last
trading
day
before
the
announcement
of
the
Merger
Agreement),
as
compared
to
the
implied
value
of
the
Merger
Consideration
based
on
the
product
of
the
closing
price
of
the
ENLC
Common
Units
on
October
19,
2018,
multiplied
by
the
Exchange
Ratio.
·
The
Exchange
Ratio
is
fixed
and
therefore
the
number
of
ENLC
Common
Units
to
be
issued
by
ENLC
to
the
ENLK
Public
Unitholders
will
not
increase
in
the
event
that
the
market
price
of
ENLC
Common
Units
decreases
prior
to
the
closing
of
the
Merger.
·
The
ENLK
Public
Unitholders
will
be
foregoing
the
potential
benefits
that
would
be
realized
by
remaining
ENLK
Unitholders
on
a
standalone
basis.
·
The
absence
of
certain
procedural
safeguards,
including:
·
ENLK
Common
Unitholders
are
not
entitled
to
appraisal
rights
under
the
Merger
Agreement,
the
ENLK
Partnership
Agreement,
or
Delaware
law.
·
The
ENLK
Conflicts
Committee
was
not
authorized
to
and
did
not
conduct
an
auction
process
or
other
solicitation
of
interest
from
third
parties
for
the
acquisition
of
ENLK.
Since
ENLC
controls
ENLK,
it
was
unrealistic
to
expect
an
unsolicited
third-party
acquisition
proposal
to
acquire
assets
or
control
of
ENLK,
and
it
was
unlikely
that
the
ENLK
Conflicts
Committee
could
conduct
a
meaningful
process
to
solicit
interest
in
the
acquisition
of
assets
or
control
of
ENLK.
·
Certain
executive
officers
and
directors
of
ENLC
and
ENLK
have
interests
in
the
Merger
that
are
different
than,
or
in
addition
to,
the
interests
of
the
ENLK
Unaffiliated
Unitholders.
·
The
Merger
is
not
conditioned
on
the
approval
of
ENLK
Common
Unitholders
excluding
GIP
Stetson
I,
ENLC
and
their
respective
affiliates.
·
Because
the
Merger
is
subject
to
the
approval
of
holders
of
a
majority
of
the
outstanding
ENLK
Voting
Units,
and
given
that
GIP
Stetson
I,
ENLC,
and
Enfield
collectively
own
a
majority
of
the
outstanding
ENLK
Voting
Units
and
each
has
entered
into
a
support
agreement
and
agreed
to
vote
in
favor
of
the
Merger,
the
receipt
of
the
necessary
approval
of
the
ENLK
Voting
Units
is
virtually
assured.
·
Certain
terms
of
the
Merger
Agreement,
principally:
·
The
provisions
limiting
the
ability
of
ENLK
to
solicit,
or
to
consider
unsolicited,
offers
from
third
parties
for
ENLK.
69
Table
of
Contents ·
·
ENLK's
obligation
to
pay
a
termination
fee
to
ENLC
in
connection
with
termination
of
the
Merger
Agreement
as
a
result
of
a
superior proposal
for
ENLK
or
a
result
of
a
change
in
recommendation
by
the
ENLK
Board
or
ENLK
Conflicts
Committee.
ENLK's
obligation
to
pay
ENLC's
expenses
in
certain
circumstances.
·
ENLK
has
incurred
and
will
continue
to
incur
significant
transaction
costs
and
expenses
in
connection
with
the
proposed
Merger,
whether
or
not
the
Merger
is
completed.
·
There
is
a
risk
that
the
potential
benefits
to
be
realized
in
the
Merger
might
not
be
fully
realized,
or
might
not
be
realized
within
the
expected
time
period.
·
Litigation
may
occur
in
connection
with
the
Merger
and
any
such
litigation
may
result
in
significant
costs
and
a
diversion
of
management
focus.
·
There
is
risk
that
the
Merger
might
not
be
completed
in
a
timely
manner,
or
that
the
Merger
might
not
be
consummated
at
all
as
a
result
of
a
failure
to
satisfy
the
conditions
contained
in
the
Merger
Agreement,
and
a
failure
to
complete
the
Merger
could
negatively
affect
the
trading
price
of
the
ENLK
Common
Units
or
could
result
in
significant
costs
and
disruption
to
ENLK's
normal
business.
The
foregoing
discussion
of
the
information
and
factors
considered
by
the
ENLK
Conflicts
Committee
is
not
intended
to
be
exhaustive,
but
includes
material factors
the
committee
considered.
In
view
of
the
variety
of
factors
considered
in
connection
with
its
evaluation
of
the
Transactions
and
the
complexity
of
these matters,
the
ENLK
Conflicts
Committee
did
not
find
it
useful
and
did
not
attempt
to
quantify
or
assign
any
relative
or
specific
weights
to
the
various
factors considered
in
making
its
determination
and
recommendation.
In
addition,
each
of
the
members
of
the
ENLK
Conflicts
Committee
may
have
given
differing weights
to
different
factors.
Overall,
the
ENLK
Conflicts
Committee
believed
that
the
positive
factors
supporting
the
Transactions
outweighed
the
negative
factors it
considered.
Opinion
of
Evercore--Financial
Advisor
to
the
ENLK
Conflicts
Committee
The
ENLK
Conflicts
Committee
retained
Evercore
to
act
as
its
financial
advisor
in
connection
with
evaluating
the
proposed
Merger.
At
the
request
of
the ENLK
Conflicts
Committee,
at
a
meeting
of
the
ENLK
Conflicts
Committee
held
on
October
21,
2018,
Evercore
rendered
its
oral
opinion
to
the
ENLK
Conflicts Committee
(subsequently
confirmed
in
writing)
that,
as
of
October
21,
2018
and
based
upon
and
subject
to
the
assumptions
made,
procedures
followed,
matters considered,
and
qualifications
and
limitations
of
the
review
undertaken
by
Evercore
in
rendering
its
opinion
as
set
forth
therein,
the
Exchange
Ratio
was
fair,
from a
financial
point
of
view,
to
the
ENLK
Unaffiliated
Unitholders.
The
opinion
speaks
only
as
of
the
date
it
was
delivered
and
not
as
of
the
time
the
Merger
will
be
completed
or
any
other
date.
The
opinion
does
not
reflect changes
that
may
occur
or
may
have
occurred
after
October
21,
2018,
which
could
alter
the
facts
and
circumstances
on
which
Evercore's
opinion
was
based.
It
is understood
that
subsequent
developments
or
information
of
which
Evercore
is,
or
was,
not
aware
may
affect
Evercore's
opinion,
but
Evercore
does
not
have
any obligation
to
update,
revise,
or
reaffirm
its
opinion.
The
full
text
of
the
written
opinion
of
Evercore,
which
sets
forth
the
assumptions
made,
procedures
followed,
matters
considered,
and
qualifications and
limitations
of
the
review
undertaken
in
rendering
its
opinion,
is
attached
hereto
as
Annex
G.
You
are
urged
to
read
Evercore's
opinion
carefully
and in
its
entirety.
Evercore's
opinion
was
directed
to
the
ENLK
Conflicts
Committee
(in
its
capacity
as
such),
and
only
addressed
the
fairness,
from
a financial
point
of
view,
as
of
October
21,
2018,
to
the
ENLK
Unaffiliated
Unitholders
of
the
Exchange
Ratio.
Evercore's
opinion
did
not
address
any
other term,
aspect,
or
implication
of
the
Merger.
Neither
Evercore's
opinion,
the
summary
of
such
70
Table
of
Contents
opinion,
nor
the
related
analyses
set
forth
in
this
joint
information
statement/proxy
statement/prospectus
are
intended
to
be,
and
they
do
not
constitute,
a recommendation
to
the
ENLK
Conflicts
Committee,
the
ENLK
Board,
the
ENLK
Common
Unitholders
or
any
other
persons
in
respect
of
the
Merger, including
as
to
how
any
ENLK
Common
Unitholder
should
vote
or
act
in
respect
of
the
Merger
or
any
other
transaction.
The
summary
of
Evercore's opinion
set
forth
in
this
joint
information
statement/proxy
statement/prospectus
is
qualified
in
its
entirety
by
reference
to
the
full
text
of
the
written opinion.
In
connection
with
rendering
its
opinion,
Evercore,
among
other
things:
·
reviewed
certain
publicly
available
historical
business
and
financial
information
relating
to
ENLC
and
ENLK
that
Evercore
deemed
relevant,
including,
with
respect
to
each
of
ENLC
and
ENLK,
the
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2017,
the
Quarterly
Reports
on
Form
10-Q
for
the
quarters
ended
March
31,
2018
and
June
30,
2018,
and
certain
Current
Reports
on
Form
8-K,
in
each
case
as
filed
with
or
furnished
to
the
SEC
by
ENLC
and
ENLK
since
January
1,
2018;
·
reviewed
certain
non-public
historical
and
projected
financial
and
operating
data
and
assumptions
relating
to
ENLC
and
ENLK,
as
prepared
and
furnished
to
Evercore
by
management
of
ENLC
and
ENLK;
·
discussed
the
past
and
current
operations
of
ENLC
and
ENLK
and
the
historical
and
projected
financial
and
operating
data
and
assumptions
relating
to
ENLC
and
to
ENLK
with
management
of
ENLC
and
ENLK
(including
their
respective
management's
views
of
the
risks
and
uncertainties
of
achieving
such
projections);
·
reviewed
publicly
available
research
analyst
estimates
for
ENLC's
and
ENLK's
future
financial
performance
on
a
standalone
basis;
·
performed
discounted
distribution
analyses
on
ENLC
and
ENLK
based
on
forecasts
and
other
data
provided
by
management
of
ENLC
and
ENLK;
·
compared
the
trading
performance
of
ENLC
and
ENLK
utilizing
forecasts
and
other
data
provided
by
management
of
ENLC
and
ENLK
with
the
trading
performance
(including
equity
market
trading
multiples)
of
other
public
issuers
that
Evercore
deemed
relevant;
·
reviewed
the
financial
metrics
of
certain
historical
transactions
that
Evercore
deemed
relevant
and
compared
them
to
the
forecasts
and
other
data
relating
to
ENLC
and
ENLK
provided
by
management
of
ENLC
and
ENLK;
·
performed
discounted
cash
flow
analyses
on
ENLK
based
on
forecasts
and
other
data
provided
by
management
of
ENLK;
·
reviewed
the
premium
paid
in
certain
historical
transactions
that
Evercore
deemed
relevant
and
compared
such
premia
to
those
implied
by
the
proposed
Merger;
·
reviewed
drafts
of
the
Merger
Agreement
dated
October
21,
2018,
the
Preferred
Restructuring
Agreement,
the
Amended
ENLK
Partnership
Agreement,
and
the
Amended
ENLC
Operating
Agreement;
and
·
performed
such
other
analyses
and
examinations,
held
such
other
discussions,
reviewed
such
other
information,
and
considered
such
other
factors
that
Evercore
deemed
appropriate
for
the
purposes
of
providing
the
opinion.
For
purposes
of
its
analysis
and
opinion,
Evercore
assumed
and
relied
upon,
without
undertaking
any
independent
verification
of,
the
accuracy
and completeness
of
all
of
the
information
publicly
available,
and
all
of
the
information
supplied
or
otherwise
made
available
to,
discussed
with,
or
71
Table
of
Contents
reviewed
by
Evercore,
and
Evercore
assumed
no
liability
therefor.
With
respect
to
the
projected
financial
and
operating
data
relating
to
ENLC
and
ENLK
referred to
above,
Evercore
assumed
that
they
had
been
reasonably
prepared
on
bases
reflecting
the
best
currently
available
estimates
and
good
faith
judgments
of management
of
ENLC
and
ENLK,
as
applicable,
as
to
the
future
financial
performance
of
ENLC
and
ENLK
under
the
assumptions
reflected
therein.
Evercore expressed
no
view
as
to
any
projected
financial
or
operating
data
or
any
judgments,
estimates,
or
assumptions
on
which
they
were
based.
For
purposes
of
rendering
its
opinion,
Evercore
assumed,
in
all
respects
material
to
its
analysis,
that
the
Merger
Agreement
would
be
executed
and
delivered (in
the
draft
form
reviewed
by
Evercore),
that
the
representations
and
warranties
of
each
party
contained
in
the
Merger
Agreement
(in
the
draft
form
reviewed
by Evercore)
were
true
and
correct,
that
each
party
would
perform
all
of
the
covenants
and
agreements
required
to
be
performed
by
it
under
the
Merger
Agreement and
that
all
conditions
to
the
consummation
of
the
Merger
would
be
satisfied
without
material
waiver
or
modification
thereof.
Evercore
assumed
that
any modification
to
the
structure
of
the
Merger
would
not
vary
in
any
respect
material
to
its
analysis.
Evercore
further
assumed
that
all
governmental,
regulatory,
or other
consents,
approvals,
or
releases
necessary
for
the
consummation
of
the
Merger
would
be
obtained
without
any
material
delay,
limitation,
restriction,
or condition
that
would
have
an
adverse
effect
on
ENLC
or
ENLK
or
the
consummation
of
the
Merger
or
materially
reduce
the
benefits
of
the
Merger
to
ENLC, ENLK,
or
the
ENLK
Unaffiliated
Unitholders.
Evercore
assumed
that
the
final
versions
of
all
documents
reviewed
by
it
in
draft
form
would
not
differ
in
any material
respect
from
the
drafts
reviewed
by
it.
Evercore
did
not
make
nor
did
it
assume
any
responsibility
for
making
any
independent
valuation
or
appraisal
of
any
assets
or
liabilities
of
ENLC
or
ENLK, nor
was
Evercore
furnished
with
any
such
appraisals,
nor
did
it
evaluate
the
solvency
or
fair
value
of
ENLC
or
ENLK
under
any
state
or
federal
laws
relating
to bankruptcy,
insolvency,
or
similar
matters.
Evercore's
opinion
was
necessarily
based
upon
information
made
available
to
it
as
of
the
date
of
its
opinion
and financial,
economic,
monetary,
market,
regulatory,
and
other
conditions
as
they
existed
and
as
could
be
evaluated
on
the
date
thereof.
The
opinion
noted
that subsequent
developments
may
affect
Evercore's
opinion
and
that
Evercore
does
not
have
any
obligation
to
update,
revise,
or
reaffirm
its
opinion.
Evercore
was
not
asked
to
pass
upon,
and
expressed
no
opinion
with
respect
to,
any
matter
other
than
the
fairness,
from
a
financial
point
of
view,
to
the
ENLK Unaffiliated
Unitholders
of
the
Exchange
Ratio.
Evercore
did
not
express
any
view
on,
and
its
opinion
did
not
address,
the
fairness
of
the
Merger
to,
or
any consideration
received
in
connection
therewith
by,
any
other
person
or
the
holders
of
any
other
securities,
creditors
or
other
constituencies
of
ENLK,
nor
as
to
the fairness
of
the
amount
or
nature
of
any
compensation
to
be
paid
or
payable
to
any
of
the
officers,
directors
or
employees
of
any
party
to
the
Merger
Agreement,
or any
class
of
such
persons,
whether
relative
to
the
Exchange
Ratio
or
otherwise.
Evercore's
opinion
did
not
address
the
relative
merits
of
the
Merger
as
compared
to other
business
or
financial
strategies
that
might
be
available
to
ENLK
or
ENLC,
nor
did
it
address
the
underlying
business
decision
of
ENLC
or
ENLK
to
engage in
the
Merger
or
use
the
Exchange
Ratio.
In
arriving
at
its
opinion,
Evercore
was
not
authorized
to
solicit,
and
did
not
solicit,
interest
from
any
third
party
with respect
to
the
acquisition
of
any
or
all
of
the
ENLK
Common
Units
or
any
business
combination
or
other
extraordinary
transaction
involving
ENLK.
Evercore's opinion
did
not
constitute
a
recommendation
to
the
ENLK
Conflicts
Committee
or
any
other
persons
in
respect
of
the
Merger,
including
as
to
how
any
ENLK Common
Unitholder
should
vote
or
act
in
respect
of
the
Merger.
Evercore
expressed
no
opinion
as
to
the
price
at
which
the
ENLK
Common
Units
or
ENLC Common
Units
will
trade
at
any
time.
The
opinion
noted
that
Evercore
is
not
a
legal,
regulatory,
accounting,
or
tax
expert
and
that
Evercore
assumed
the
accuracy and
completeness
of
assessments
by
ENLC,
ENLK
and
their
advisors
with
respect
to
legal,
regulatory,
accounting,
and
tax
matters.
72
Table
of
Contents
Summary
Financial
Analyses
Set
forth
below
is
a
summary
of
the
material
financial
analyses
performed
by
Evercore
and
reviewed
with
the
ENLK
Conflicts
Committee
on
October
21, 2018,
in
connection
with
rendering
Evercore's
opinion
to
the
ENLK
Conflicts
Committee.
Each
analysis
was
provided
to
the
ENLK
Conflicts
Committee. However,
the
following
summary
does
not
purport
to
be
a
complete
description
of
the
analyses
performed
by
Evercore.
In
connection
with
arriving
at
its
opinion, Evercore
considered
all
of
its
analyses
as
a
whole,
and
the
order
of
the
analyses
described
and
the
results
of
these
analyses
do
not
represent
any
relative
importance or
particular
weight
given
to
these
analyses
by
Evercore.
Except
as
otherwise
noted,
the
following
quantitative
information,
to
the
extent
that
it
is
based
on
market data,
is
based
on
market
data
(including
the
closing
prices
for
the
ENLK
Common
Units
and
ENLC
Common
Units)
that
existed
on
October
21,
2018,
and
is
not necessarily
indicative
of
current
market
conditions.
The
following
summary
of
financial
analyses
includes
information
presented
in
tabular
format.
These
tables
must
be
read
together
with
the
text
of each
summary.
The
tables
alone
do
not
constitute
a
complete
description
of
the
financial
analyses
performed
by
Evercore.
Considering
the
tables
below without
considering
the
full
narrative
description
of
the
financial
analyses,
including
the
methodologies
and
assumptions
underlying
the
analyses,
could create
a
misleading
or
incomplete
view
of
Evercore's
financial
analyses.
Financial
data
for
ENLC
and
ENLK
utilized
in
the
financial
analyses
described
below
were
based
on,
among
other
things,
financial
projections
of
ENLC,
on
a standalone
basis
as
prepared
by
the
management
of
ENLC
(which
Evercore
refers
to
in
this
section
as
the
"ENLC
forecast"),
and
financial
projections
of
ENLK
on a
standalone
basis,
prepared
by
the
management
of
ENLK
(which
Evercore
refers
to
in
this
section
as
the
"ENLK
forecast").
Evercore
performed
a
series
of
analyses
to
derive
indicative
valuation
ranges
for
ENLK
Common
Units
and
ENLC
Common
Units.
Evercore
subsequently utilized
each
of
the
resulting
implied
valuation
ranges
for
ENLK
and
ENLC
to
derive
a
range
of
implied
exchange
ratios
of
ENLK
Common
Units
to
ENLC Common
Units,
and
compared
these
ratios
to
the
Exchange
Ratio.
The
following
is
a
summary
of
the
material
financial
analyses
performed
by
Evercore
with respect
to
each
of
ENLC
and
ENLK
in
preparing
Evercore's
opinion:
·
discounted
distributions
analysis;
·
peer
group
trading
analysis;
and
·
precedent
M&A
transactions
analysis.
Evercore
calculated
the
implied
exchange
ratio
ranges
reflected
in
the
financial
analyses
described
below
by
comparing
(i)
the
low
end
of
the
valuation
range for
ENLK
Common
Units
to
the
low
end
of
the
valuation
range
for
ENLC
Common
Units
and
(ii)
the
high
end
of
the
valuation
range
for
ENLK
Common
Units
to the
high
end
of
the
valuation
range
for
ENLC
Common
Units.
The
resulting
implied
exchange
ratio
ranges
were
then
compared
with
the
Exchange
Ratio.
In
addition,
Evercore
performed
certain
other
analyses
which
were
reviewed
with
the
ENLK
Conflicts
Committee.
As
reference
analyses,
Evercore
performed a
discounted
cash
flow
analysis
for
ENLK
Common
Units
and
a
premiums
paid
analysis
for
ENLK
Common
Units
and
the
Merger,
as
further
described
below.
73
Table
of
Contents
Analysis
of
ENLK
Discounted
Distribution
Analysis
Evercore
performed
a
discounted
distribution
analysis
for
the
ENLK
Common
Units
based
on
the
present
value
of
the
future
cash
distributions
to
ENLK Common
Unitholders.
Evercore
utilized
a
terminal
yield
range
of
8.0%
to
9.5%
based
on
ENLK
trading
over
the
preceding
52
weeks.
Evercore
utilized
a
cost
of equity
of
9.5%
to
11.5%
based
on
a
capital
asset
pricing
model
("CAPM")
analysis
and
a
cost
of
equity
of
10.0%
to
14.0%
based
on
total
expected
market
return for
the
selected
comparable
partnerships
listed
under
the
heading
"ENLK
Peer
Group
Trading
Analysis"
below
(the
"Selected
ENLK
Peers").
Using
the
ENLK forecast
and
a
cost
of
equity
based
on
CAPM,
Evercore
determined
an
implied
equity
value
per
ENLK
Common
Unit
range
of
$16.47
to
$19.73.
Using
the
ENLK forecast
and
a
cost
of
equity
based
on
total
expected
market
return,
Evercore
determined
an
implied
equity
value
per
ENLC
Common
Unit
range
of
$15.55
to $19.49.
ENLK
Peer
Group
Trading
Analysis
Evercore
performed
a
peer
group
trading
analysis
of
ENLK
by
reviewing
and
comparing
the
market
values
and
trading
multiples
of
the
following
publicly traded
partnerships
that
Evercore
deemed
to
have
certain
characteristics
similar
to
those
of
ENLK:
·
CNX
Midstream
Partners
LP
·
Crestwood
Equity
Partners
LP
·
DCP
Midstream
Partners,
LP
·
Enable
Midstream
Partners,
LP
·
Hess
Midstream
Partners
LP
·
Noble
Midstream
Partners
LP
·
Summit
Midstream
Partners,
LP
·
Western
Gas
Partners,
LP
Although
the
Selected
ENLK
Peers
were
compared
to
ENLK
for
purposes
of
this
analysis,
no
partnership
used
in
the
peer
group
analysis
is
identical
or directly
comparable
to
ENLK.
In
order
to
calculate
peer
group
trading
multiples,
Evercore
relied
on
publicly
available
filings
with
the
SEC
and
equity
research analyst
estimates.
For
each
of
the
Selected
ENLK
Peers,
Evercore
calculated
the
following
trading
multiples:
·
Enterprise
Value/2018
EBITDA,
which
is
defined
as
market
value
of
equity
based
on
closing
prices
as
of
October
19,
2018,
plus
debt,
plus
preferred
equity,
plus
noncontrolling
interests
and
less
cash
and
cash
equivalents
("Enterprise
Value"),
divided
by
EBITDA
(per
FactSet
consensus,
which
may
vary
among
the
group)
for
the
calendar
year
2018;
·
Enterprise
Value/2019
EBITDA,
which
is
defined
as
Enterprise
Value
divided
by
estimated
EBITDA
(per
FactSet
consensus,
which
may
vary
among
the
group)
for
the
calendar
year
2019;
·
2018
Distribution
Yield,
which
is
defined
as
the
estimated
2018
annual
distribution
per
ENLK
Common
Unit
divided
by
the
current
price
per
ENLK
Common
Unit;
·
2019
Distribution
Yield,
which
is
defined
as
the
estimated
2019
annual
distribution
per
ENLK
Common
Unit
divided
by
the
current
price
per
ENLK
Common
Unit;
and
·
Price/2018
DCF
per
Unit,
which
is
defined
as
the
current
price
per
ENLK
Common
Unit
divided
by
the
estimated
2018
distributable
cash
flow
attributable
to
an
ENLK
Common
Unit.
74
Table
of
Contents
The
mean
and
median
trading
multiples
are
set
forth
below.
The
table
also
includes
relevant
multiple
reference
ranges
selected
by
Evercore
based
on
the resulting
range
of
multiples
and
certain
other
considerations
related
to
the
specific
characteristics
of
ENLK
noted
by
Evercore.
Benchmark
Enterprise
Value/2018
EBITDA Enterprise
Value/2019
EBITDA 2018
Distribution
Yield 2019
Distribution
Yield Price/2018
DCF
per
Unit
Mean
Median
11.0x
10.4x
9.2x
9.0x
8.2%
7.5%
8.7%
7.9%
10.2x
10.6x
Benchmark
Enterprise
Value/2018
EBITDA Enterprise
Value/2019
EBITDA 2018
Distribution
Yield 2019
Distribution
Yield Price/2018
DCF
per
Unit
Reference
Range
10.0x
-
12.0x
9.0x
-
10.5x
7.5%
-
8.5%
8.0%
-
9.0%
9.0x
-
11.5x
Evercore
applied
the
relevant
Enterprise
Value
to
EBITDA
multiple
reference
ranges
to
calendar
year
2018
and
calendar
year
2019
EBITDA,
per
the
ENLK forecast,
to
derive
a
relevant
enterprise
value
range
and
further
adjusted
to
derive
an
implied
equity
value
per
ENLK
Common
Unit
range;
the
relevant
Distribution Yield
percentage
reference
ranges
to
a
calendar
year
2018
and
calendar
year
2019
estimated
distribution
per
ENLK
Common
Unit
to
derive
an
implied
equity value
per
ENLK
Common
Unit
range;
and
the
relevant
Price
to
DCF
per
ENLK
Common
Unit
multiple
reference
ranges
to
calendar
year
2018
distributable
cash flow
per
ENLK
Common
Unit
to
derive
an
implied
equity
value
per
ENLK
Common
Unit
range.
Evercore
determined
an
implied
equity
value
per
ENLK
Common Unit
range
of
$10.10
to
$20.80
based
on
the
minimum
and
maximum
values
of
equity
value
per
ENLK
Common
Unit
as
derived
by
each
of
the
methodologies.
ENLK
Precedent
M&A
Transaction
Analysis
Evercore
reviewed
publicly
available
information
for
selected
transactions
involving
the
acquisition
of
natural
gas
gathering
and
processing
assets
that Evercore
deemed
to
have
certain
characteristics
similar
to
those
of
ENLK's
assets
announced
since
January
1,
2017,
and
selected
25
transactions:
Date
Announced
Acquirer
Target
(Seller)
9/5/2018
EagleClaw
Midstream
Ventures,
LLC;
Blackstone
Caprock
Midstream
Holdings
LLC
(Energy
Spectrum
Energy
Partners
Capital)
8/8/2018
Kayne
Anderson
Acquisition
Corp.;
Apache
Corporation
Altus
Midstream
Company
7/30/2018
Harvest
Midstream
and
Four
Corners
San
Juan
Basin
assets
(Williams
Companies,
Inc.)
7/30/2018
Williams
Companies;
Kohlberg
Kravis
Roberts
&
Co.
Discovery
Midstream
Partners
LLC
(TPG
Growth)
7/4/2018
Brookfield
Infrastructure
Partners
Canadian
natural
gas
G&P
business
(Enbridge
Inc.)
5/9/2018
AL
Midcoast
Holdings
(ArcLight
Capital)
Midcoast
Operating
LP
(Enbridge,
Inc.)
75
Table
of
Contents
Date
Announced
Acquirer
Target
(Seller)
4/26/2018
EQT
Midstream
25%
interest
in
Strike
Force
Midstream
(Gulfport
Energy
Corporation)
Partners
LP
4/26/2018
EQT
Midstream
75%
interest
in
Strike
Force
Midstream
(EQT
Corporation)
Partners
LP
4/26/2018
EQT
Midstream
Rice
Olympus
Midstream
Assets
(EQT
Corporation)
Partners
LP
4/9/2018
Morgan
Stanley
Brazos
Midstream
Holdings
LLC
(Old
Ironsides
Energy,
LLC)
Infrastructure
3/23/2018
SP
Investor
Holdings
50%
stake
in
Superior
Pipeline
Company
LLC
(Unit
Corporation)
(OpTrust)
2/7/2018
CNX
Midstream
95%
interest
in
the
Shirley-Pennsboro
Gathering
System
(CNX
Resources
Partners
LP
Corporation)
1/8/2018
Riverstone
Holdings
LLC;
Delaware
Basin
gathering
and
processing
assets
(Lucid
Energy
Group
II)
Goldman
Sachs
9/12/2017
Enable
Midstream
Align
Midstream,
LLC
Partners,
LP
8/16/2017
Silver
Run
Acquisition
II
Kingfisher
Midstream
LLC
(HPS
Investment
Partners;
ARM
Energy
Holdings
LLC)
6/21/2017
Noble
Midstream
20%
Interest
in
Colorado
River
DevCo
and
15%
Interest
in
Blanco
River
Partners
LP
DevCo
LP
(Noble
Energy,
Inc.)
6/13/2017
Howard
Energy
Partners
Delaware
Basin
gathering
and
processing
assets
(WPX
Energy
Inc.)
5/24/2017
Crestwood
Permian
Basin
Delaware
Basin
Willow
Lake
G&P
(Crestwood
Equity
Partners
LP)
Holdings
LLC
5/18/2017
Energy
Transfer
32.4%
remaining
interest
in
Penntex
Midstream
Partners,
LP
Partners,
LP
5/18/2017
Wheeling
Creek
CONE
Gathering,
LLC
and
CONE
Midstream
Partners
LP
(Noble
Energy,
Inc.)
Midstream
LLC
4/28/2017
Enbridge
Energy
Company
Midcoast
Gas
G&P
business
(Enbridge
Energy
Partners,
LP)
4/17/2017
Blackstone
Energy
Partners
EagleClaw
Midstream
Ventures
LLC
(EnCap
Flatrock
Midstream)
3/15/2017
Enterprise
Products
Midstream
assets
via
a
363
bankruptcy
sale
(Azure
Midstream
Partners,
L.P.)
Partners
L.P.
1/23/2017
Targa
Resources
Outrigger
Energy
(Outrigger
Energy
LLC
/
Silver
Hill
Energy
JV)
Partners
LP
1/4/2017
DCP
Midstream
Permian
Basin,
Midcontinent
and
DJ
Basin
gathering
and
processing,
marketing
Partners,
LP
and
logistics
assets
(DCP
Midstream,
LLC)
76
Table
of
Contents
Although
the
selected
transactions
were
compared
to
the
Merger
for
purposes
of
this
analysis,
no
selected
transaction
used
in
the
precedent
M&A
transaction analysis
is
identical
or
directly
comparable
to
the
Merger.
Evercore
reviewed
the
historical
Enterprise
Value
to
EBITDA
observed
in
each
of
the
selected transactions.
The
mean
and
median
implied
multiples
of
Enterprise
Value
to
Current
EBITDA
are
set
forth
below.
The
table
also
includes
relevant
multiple
reference ranges
selected
by
Evercore
based
on
the
resulting
range
of
multiples
and
certain
other
considerations
related
to
the
specific
characteristics
of
ENLK
noted
by Evercore.
Benchmark
Enterprise
Value/EBITDA
Mean
Median
12.0x
10.1x
Benchmark
Enterprise
Value/EBITDA
Reference
Range
10.0x
-
12.5x
Evercore
applied
the
relevant
ranges
of
selected
multiples
to
fiscal
year
2018
EBITDA
per
the
ENLK
forecast.
Evercore
determined
an
implied
equity
value per
ENLK
Common
Unit
range
of
$11.87
to
$18.09.
Other
ENLK
Analyses
The
analyses
and
data
described
below
were
presented
to
the
ENLK
Conflicts
Committee
for
informational
and
reference
purposes
only
and
did
not
provide the
basis
for,
and
were
not
otherwise
material
to,
the
rendering
of
Evercore's
fairness
opinion.
Discounted
Cash
Flow
Analysis
Evercore
performed
a
discounted
cash
flow
analysis
of
ENLK
by
valuing
the
cash
flows
to
be
received
by
ENLK
based
on
the
ENLK
forecast.
Evercore calculated
the
value
per
ENLK
Common
Unit
range
by
discounting,
back
to
present
value,
ENLK's
discrete
unlevered
free
cash
flows
from
January
1,
2019 through
December
31,
2021,
and
estimated
terminal
values
as
of
December
31,
2021,
based
on
a
range
of
estimated
EBITDA
exit
multiples
as
well
as
perpetuity growth
rates.
Evercore
selected
a
range
of
discount
rates
of
7.0%
to
8.0%
based
on
its
professional
judgment
and
expertise,
including
its
analysis
of
the
weighted average
cost
of
capital
for
ENLK,
taking
into
account
a
CAPM
analysis
for
ENLK's
cost
of
equity
based
on
an
analysis
of
characteristics
of
ENLK
and
the Selected
ENLK
Peers.
Evercore
selected
a
range
of
EBITDA
exit
multiples
of
10.0x
to
12.0x
based
on
its
professional
judgment
and
expertise,
taking
into
account relevant
implied
multiples
of
Enterprise
Value
to
EBITDA
of
the
Selected
ENLK
Peers,
among
other
things.
For
the
perpetuity
growth
rate
assumption,
Evercore selected
a
range
of
1.75%
to
2.25%
based
on
its
professional
judgment
and
expertise,
taking
into
consideration
the
long-term
rate
of
inflation,
among
other
factors. For
both
the
EBITDA
exit
multiple
approach
and
the
perpetuity
growth
rate
approach,
Evercore
calculated
the
implied
equity
value
per
ENLK
Common
Unit range.
The
Discounted
Cash
Flow
Analysis
utilizing
the
EBITDA
exit
multiple
approach
to
calculate
terminal
value
resulted
in
an
implied
equity
value
per
ENLK Common
Unit
range
of
$14.49
to
$20.08.
The
Discounted
Cash
Flow
Analysis
utilizing
the
perpetuity
growth
approach
to
calculate
terminal
value
resulted
in
an implied
equity
value
per
ENLK
Common
Unit
range
of
$14.39
to
$22.90.
Premiums
Paid
Analysis
Evercore
compared
the
premiums
implied
by
the
Exchange
Ratio
with
premiums
received
in
selected
related-party
merger
transactions
where
the
target
was an
MLP
or
a
limited
liability
company.
Evercore
calculated
the
implied
premiums
received
considering
the
implied
per
LP
unit
or
per
share
77
Table
of
Contents
offer
value
relative
to
the
targets'
prior
1-day
closing
price,
30-day
volume-weighted
average
price
("VWAP"),
60-day
VWAP
and
90-day
VWAP
using
publicly available
information.
Evercore
considered
that
premiums
paid
in
the
selected
precedent
merger
transactions
have
varied
widely
based
on
specific
considerations with
respect
to
each
transaction
and
that
there
are
inherent
differences
between
each
of
the
targets
and
transactions
analyzed
by
Evercore
relative
to
ENLK
and
the Merger,
respectively.
Evercore
analyzed
the
following
merger
transactions:
Date
Announced
10/18/18 10/09/18 8/2018 6/2018 5/2018 5/2018 5/2018 3/2018 2/2018 1/2018 6/2017 5/2017 3/2017 2/2017 1/2017
Acquirer
Valero
Energy
Corporation
Antero
Midstream
GP
LP
Energy
Transfer
Equity,
L.P.
Cheniere
Energy,
Inc.
The
Williams
Companies,
Inc.
Enbridge
Inc.
Enbridge
Inc.
Tallgrass
Energy
GP,
LP
NuStar
Energy
L.P.
Archrock,
Inc.
World
Point
Terminals,
Inc.
Energy
Transfer
Partners,
L.P.
VTTI
B.V.
ONEOK,
Inc.
Enbridge
Energy
Co,
Inc.
Target
Valero
Energy
Partners
LP
Antero
Midstream
Partners
LP
Energy
Transfer
Partners,
L.P.
Cheniere
Partners
LP
Holdings,
LLC
Williams
Partners
L.P.
Enbridge
Energy
Partners,
L.P.
Spectra
Energy
Partners,
LP
Tallgrass
Energy
Partners,
L.P.
NuStar
GP
Holdings,
LLC
Archrock
Partners,
L.P.
World
Point
Terminals,
LP
PennTex
Midstream
Partners,
LP
VTTI
Energy
Partners
LP
ONEOK
Partners,
L.P.
Midcoast
Energy
Partners,
L.P.
The
median
and
mean
premiums
are
set
forth
below:
Premium
1-Day 30-Day
VWAP 60-Day
VWAP 90-Day
VWAP
Median
Mean
8.7%
9.8%
7.8%
10.7%
8.5%
11.4%
6.7%
10.4%
Evercore
reviewed
the
relevant
merger
premiums
and
derived
a
range
of
premiums
to
ENLK's
relevant
ENLK
Common
Unit
price
as
of
October
19,
2018,
of 6.0%
to
12.0%.
Evercore
determined
an
implied
equity
value
per
ENLK
Common
Unit
range
of
$19.36
to
$20.45,
which
implied
an
implied
exchange
ratio
range of
1.21x
to
1.27x.
Analysis
of
ENLC
Discounted
Distribution
Analysis
Evercore
performed
a
discounted
distribution
analysis
of
ENLC
Common
Units
based
on
the
present
value
of
the
future
cash
distributions
to
ENLC Unitholders.
The
projected
distributions
used
by
Evercore
were
based
on
the
ENLC
forecast,
a
terminal
yield
range
of
6.0%
to
7.5%
based
on
ENLC's
distribution yield
range
during
the
preceding
52
weeks,
a
cost
of
equity
of
10.0%
to
11.5%
based
on
a
CAPM
analysis
utilizing
the
selected
comparable
publicly
traded
general partners
("GPs")
listed
under
the
heading
"ENLC
Peer
Group
Trading
Analysis"
below
(the
"Selected
ENLC
Peers")
and
cost
of
equity
of
18.0%
to
22.0%
based on
the
total
expected
market
return
utilizing
the
Selected
ENLC
Peers.
Using
the
ENLC
forecast
and
a
cost
of
equity
based
on
CAPM,
Evercore
determined
an implied
equity
value
per
ENLC
Common
Unit
range
of
$17.15
to
$21.41.
Using
the
ENLC
forecast
and
a
cost
of
equity
based
on
total
expected
market
return, Evercore
determined
an
implied
equity
value
per
ENLC
Common
Unit
range
of
$13.46
to
$17.65.
78
Table
of
Contents
ENLC
Peer
Group
Trading
Analysis
Evercore
performed
a
peer
group
trading
analysis
of
ENLC
by
reviewing
and
comparing
the
market
values
and
trading
multiples
of
the
Selected
ENLC
Peers, which
consist
of
the
following
publicly
traded
GPs
that
Evercore
deemed
to
have
certain
characteristics
similar
to
those
of
ENLC:
Publicly
Traded
GPs
·
EQT
GP
Holdings,
LP
·
Western
Gas
Equity
Partners,
LP
Although
the
companies
and
partnerships
in
the
peer
group
were
compared
to
ENLC
for
purposes
of
this
analysis,
no
company
or
partnership
used
in
the ENLC
Peer
Group
Trading
Analysis
is
identical
or
directly
comparable
to
ENLC.
In
order
to
calculate
peer
group
trading
multiples,
Evercore
relied
on
publicly available
filings
with
the
SEC
and
other
regulatory
agencies
and
equity
research
analyst
estimates.
For
each
of
the
Selected
ENLC
Peers,
Evercore
calculated
the
following
trading
multiples:
·
Enterprise
Value
of
GP/2018
GP
IDR
Cash
Flow,
which
is
defined
as
Enterprise
Value
of
the
GP
only,
divided
by
estimated
incentive
distribution
right
cash
flow
for
the
calendar
year
2018,
as
determined
based
on
Wall
Street
research
estimates;
·
Enterprise
Value
of
GP/2019
GP
IDR
Cash
Flow,
which
is
defined
as
Enterprise
Value
of
the
GP
only,
divided
by
estimated
incentive
distribution
right
cash
flow
for
the
calendar
year
2019,
as
determined
based
on
Wall
Street
research
estimates;
In
addition,
Evercore
utilized
the
Selected
ENLK
Peers
as
comparable
peer
group
for
ENLC's
16.1%
interest
in
EOGP.
For
each
of
the
Selected
ENLK
Peers,
Evercore
calculated
the
following
trading
multiples:
·
Enterprise
Value/2018
EBITDA,
which
is
defined
as
Enterprise
Value
divided
by
estimated
EBITDA
for
the
calendar
year
2018,
as
determined
based
on
Wall
Street
research
estimates;
·
Enterprise
Value/2019
EBITDA,
which
is
defined
as
Enterprise
Value
divided
by
estimated
EBITDA
for
the
calendar
year
2019,
as
determined
based
on
Wall
Street
research
estimates.
The
mean
and
median
trading
multiples
are
set
forth
below.
The
table
also
includes
relevant
multiple
ranges
selected
by
Evercore
based
on
the
resulting
range of
multiples
and
certain
other
considerations
related
to
the
specific
characteristics
of
ENLC
noted
by
Evercore.
Publicly
Traded
GPs
Benchmark
Enterprise
Value
of
GP/2018
GP
IDR
Cash
Flow Enterprise
Value
of
GP/2019
GP
IDR
Cash
Flow
Mean
Median
14.4x
14.4x
12.2x
12.2x
Publicly
Traded
GPs
Benchmark
Enterprise
Value
of
GP/2018
GP
IDR
Cash
Flow Enterprise
Value
of
GP/2019
GP
IDR
Cash
Flow
Reference
Range
14.0x
-
16.0x
12.0x
-
13.5x
Gathering
and
Processing
MLPs
Benchmark
Enterprise
Value/2018
EBITDA Enterprise
Value/2019
EBITDA
Mean
Median
11.0x
10.4x
9.2x
9.0x
79
Table
of
Contents
Gathering
and
Processing
MLPs
Benchmark
Enterprise
Value/2018
EBITDA Enterprise
Value/2019
EBITDA
Reference
Range
10.0x
-
12.0x
9.0x
-
10.5x
Evercore
applied
the
selected
Enterprise
Value
of
GP
to
GP
IDR
Cash
Flow
multiple
reference
ranges
to
ENLC's
GP
and
IDR
cash
flow
and
applied
the selected
Enterprise
Value
to
EBITDA
reference
range
to
ENLC's
EBITDA
from
its
16.1%
interest
in
EOGP
per
the
ENLC
forecast
for
calendar
year
2018
and calendar
year
2019.
In
addition,
Evercore
utilized
the
valuation
range
from
the
ENLK
Peer
Group
Trading
Analysis
to
value
ENLK
Common
Units
owned
by ENLC.
Evercore
determined
an
implied
equity
value
per
share
range
of
$11.42
to
$17.82.
ENLC
Precedent
M&A
Transaction
Analysis
Evercore
performed
a
valuation
analysis
of
ENLC
Common
Units
based
on
multiples
of
transaction
value
to
run-rate
GP
IDR
Cash
Flow
paid
in
historical transactions
involving
publicly
traded
general
partners
with
controlling
interest
in
the
highest
tier
since
January
1,
2016,
that
Evercore
deemed
relevant
based
on
its experience
in
the
midstream
sector
and
in
mergers
and
acquisitions
involving
publicly
traded
general
partners
and
partnerships.
The
following
list
sets
forth
the transactions
analyzed
based
on
such
characteristics:
Date
Announced
8/1/18 1/22/18 12/15/17 10/19/17 8/14/17 1/9/17 7/11/16 2/1/16
Acquirer
Energy
Transfer
Partners
LP
Spectra
Energy
Partners,
LP
MPLX
LP
Holly
Energy
Partners,
L.P.
Andeavor
Logistics
LP
Williams
Partners
LP
Plains
All
American
Pipeline,
L.P.
ArcLight
Capital
Partners
Target
Energy
Transfer
Equity,
L.P.
Enbridge
Inc.
MPLX
GP
LLC
HEP
Logistics
Holdings,
L.P.
Tesoro
Logistics
GP,
LLC
The
Williams
Companies,
Inc.
Plains
AAP,
L.P.
TransMontaigne
GP
L.L.C.
For
each
of
the
selected
transactions,
Evercore
calculated
and
compared
the
Enterprise
Value
of
the
target
as
a
multiple
of
the
target's
estimated
Run-rate
GP IDR
cash
flow.
Evercore
observed
that
the
mean
and
median
multiples
of
transaction
value
to
run-rate
GP
IDR
Cash
Flow
for
the
selected
precedent
transactions were
21.1x
and
18.5x,
respectively.
Evercore
derived
a
range
of
relevant
implied
multiples
of
transaction
value
to
current
calendar
year
GP
IDR
Cash
Flow
of 17.0x
to
20.0x
for
its
precedent
transactions
analysis
and
applied
this
range
to
estimated
calendar
year
2018
GP
IDR
Cash
Flow
per
the
ENLC
forecast.
Evercore determined
the
value
of
the
asset
EBITDA
derived
from
ENLC's
distributions
from
its
16.1%
interest
in
EOGP
using
the
selected
transactions
involving
the acquisition
of
natural
gas
gathering
and
processing
assets
that
Evercore
deemed
to
have
certain
characteristics
similar
to
those
of
ENLK's
assets
that
were
used
to value
the
ENLK
Common
Units.
In
addition,
Evercore
utilized
the
valuation
range
from
the
ENLK
Precedent
M&A
Transaction
Analysis
to
value
ENLK
Common Units
owned
by
ENLC.
Evercore
determined
an
implied
equity
value
per
ENLC
Common
Unit
range
of
$13.29
to
$17.78.
Exchange
Ratio
Summary
Evercore
analyzed
the
implied
exchange
ratios
resulting
from
the
discounted
distribution
analyses,
peer
group
trading
analyses
and
precedent
M&A transactions
analysis
utilized
to
value
the
ENLK
80
Table
of
Contents
Common
Units
and
ENLC
Common
Units.
The
resulting
implied
exchange
ratio
reference
ranges
utilizing
each
applicable
valuation
methodology
are
summarized below.
Benchmark
Discounted
Distribution
Analysis--CAPM Discounted
Distribution
Analysis--Total
Expected
Market
Return Peer
Group
Trading
Analysis Precedent
M&A
Transactions
Analysis
Exchange
Ratio
0.92x
-
0.96x
1.10x
-
1.15x
0.88x
-
1.17x
0.89x
-
1.02x
Evercore
compared
the
results
of
the
exchange
ratio
analysis
to
the
Exchange
Ratio,
noting
that
the
Exchange
Ratio
was
within
or
above
each
of
the
implied exchange
ratio
ranges
derived
by
Evercore
from
the
aforementioned
analyses.
Evercore
also
analyzed
the
implied
exchange
ratios
resulting
from
the
premiums
paid
analysis
and
presented
such
analysis
to
the
ENLK
Conflicts
Committee for
informational
and
reference
purposes
only.
The
results
did
not
provide
the
basis
for,
and
were
not
otherwise
material
to,
the
rendering
of
Evercore's
fairness opinion.
To
derive
the
implied
exchange
ratio
range
based
on
the
ENLK
premiums
paid
analysis,
Evercore
compared
the
implied
values
per
ENLK
Common
Unit with
the
ENLC
closing
share
price
on
the
NYSE
as
of
October
19,
2018.
The
resulting
implied
exchange
ratio
reference
range
utilizing
the
valuation methodologies
is
summarized
below.
Benchmark
Premiums
Paid
Analysis
Exchange
Ratio
1.21x
-
1.27x
General
The
foregoing
summary
of
certain
material
financial
analyses
does
not
purport
to
be
a
complete
description
of
the
analyses
or
data
presented
by
Evercore.
The ENLK
Conflicts
Committee
selected
Evercore
to
provide
financial
advice
in
connection
with
its
evaluation
of
the
proposed
Merger
because
of,
among
other reasons,
Evercore's
experience,
reputation,
and
familiarity
with
the
industry
and
because
its
investment
banking
professionals
have
substantial
experience
in transactions
similar
to
the
Merger.
In
connection
with
the
review
of
the
Merger,
Evercore
performed
a
variety
of
financial
and
comparative
analyses
for
purposes of
rendering
its
opinion
to
the
ENLK
Conflicts
Committee.
The
preparation
of
a
fairness
opinion
is
a
complex
process
and
is
not
necessarily
susceptible
to
partial analysis
or
summary
description.
Selecting
portions
of
the
analyses
or
of
the
summary
described
above,
without
considering
the
analyses
as
a
whole,
could
create an
incomplete
view
of
the
processes
underlying
Evercore's
opinion.
In
arriving
at
its
fairness
determination,
Evercore
considered
the
results
of
all
the
analyses
and did
not
draw,
in
isolation,
conclusions
from
or
with
regard
to
any
one
analysis
or
factor
considered
by
it
for
purposes
of
its
opinion.
Rather,
Evercore
made
its determination
as
to
fairness
on
the
basis
of
its
experience
and
professional
judgment
after
considering
the
results
of
all
the
analyses.
In
addition,
Evercore
may have
given
various
analyses
and
factors
more
or
less
weight
than
other
analyses
and
factors,
may
have
deemed
various
assumptions
more
or
less
probable
than other
assumptions
and,
as
described
above,
utilized
certain
assumptions
and
assessments
provided
by
ENLK
without
independent
analysis.
As
a
result,
the
ranges of
valuations
resulting
from
any
particular
analysis
or
combination
of
analyses
described
above
should
not
be
taken
to
be
the
view
of
Evercore
with
respect
to
the actual
value
of
the
ENLK
Common
Units
or
ENLC
Common
Units.
No
company
or
partnership
used
in
the
above
analyses
as
a
comparison
is
directly
comparable to
ENLK
or
ENLC,
and
no
precedent
transaction
used
is
directly
comparable
to
the
Merger.
Furthermore,
Evercore's
analyses
involve
complex
considerations
and judgments
concerning
financial
and
operating
characteristics
and
other
factors
that
could
affect
the
acquisition,
public
trading
or
other
values
of
the
companies, partnerships
or
transactions
used,
including
judgments
and
assumptions
with
regard
to
industry
81
Table
of
Contents
performance,
general
business,
economic,
market,
and
financial
conditions,
and
other
matters,
many
of
which
are
beyond
the
control
of
ENLK
or
ENLC
or
their affiliates
and
their
respective
advisors.
Evercore
prepared
these
analyses
for
the
information
and
benefit
of
the
ENLK
Conflicts
Committee
(in
its
capacity
as
such)
and
for
the
purpose
of
providing an
opinion
to
the
ENLK
Conflicts
Committee
as
to
the
fairness
of
the
Exchange
Ratio,
from
a
financial
point
of
view,
to
the
ENLK
Unaffiliated
Unitholders.
These analyses
do
not
purport
to
be
appraisals
or
to
necessarily
reflect
the
prices
at
which
the
business
or
securities
actually
may
be
sold.
Any
estimates
contained
in these
analyses
are
not
necessarily
indicative
of
actual
future
results,
which
may
be
significantly
more
or
less
favorable
than
those
suggested
by
such
estimates. Accordingly,
estimates
used
in,
and
the
results
derived
from,
Evercore's
analyses
are
inherently
subject
to
substantial
uncertainty,
and
Evercore
assumes
no responsibility
if
future
results
are
materially
different
from
those
forecasted
in
such
estimates.
The
issuance
of
the
opinion
was
approved
by
an
opinion
committee of
Evercore.
Except
as
described
above,
the
ENLK
Conflicts
Committee
imposed
no
other
restrictions
or
limitations
on
Evercore
with
respect
to
the
investigations
made
or the
procedures
followed
by
Evercore
in
rendering
its
opinion.
The
Exchange
Ratio
was
determined
through
arm's-length
negotiations
between
the
ENLK
Conflicts Committee
and
ENLC
Conflicts
Committee,
and
the
ENLK
Conflicts
Committee
approved
the
Merger
Agreement
and
recommended
the
Merger
Agreement
to
the ENLK
Board
for
approval.
Evercore
provided
advice
to
the
ENLK
Conflicts
Committee
during
these
negotiations.
Evercore
did
not,
however,
recommend
any specific
Exchange
Ratio
to
the
ENLK
Conflicts
Committee,
the
ENLK
Board,
or
ENLK
or
recommend
that
any
specific
Exchange
Ratio
constituted
the
only appropriate
consideration
for
the
Merger.
Evercore's
opinion
was
only
one
of
many
factors
considered
by
the
ENLK
Conflicts
Committee
in
evaluating
the
Merger and
making
its
recommendation
to
the
ENLK
Board,
and
the
opinion
should
not
be
viewed
as
determinative
of
the
views
of
the
ENLK
Conflicts
Committee
with respect
to
the
Merger.
Under
the
terms
of
Evercore's
engagement
letter
with
the
ENLK
Conflicts
Committee,
ENLK
paid
Evercore
an
initial
fee
of
$250,000
upon
execution
of
its engagement
letter
with
the
ENLK
Conflicts
Committee
and
a
fee
of
$1,250,000
(against
which
the
initial
fee
was
credited)
upon
Evercore's
rendering
its
opinion, which
opinion
fee
was
not
contingent
upon
the
conclusion
reached
in
Evercore's
opinion.
Evercore
will
be
entitled
to
receive
an
additional
fee
of
$1,250,000
from ENLK
upon
consummation
of
the
Merger.
Evercore
may
also
receive
an
additional
advisory
fee,
subject
to
the
sole
discretion
of
the
ENLK
Conflicts
Committee. In
addition,
ENLK
has
agreed
to
reimburse
Evercore
for
its
reasonable
out-of-pocket
expenses
(including
legal
fees,
expenses,
and
disbursements)
incurred
in connection
with
its
engagement.
Such
expenses
are
not
to
exceed
$75,000
without
the
prior
consent
of
the
ENLK
Conflicts
Committee.
ENLK
also
agreed
to indemnify
Evercore
and
any
of
its
members,
partners,
officers,
directors,
advisors,
representatives,
employees,
agents,
affiliates,
and
controlling
persons,
if
any, against
certain
liabilities
and
expenses
arising
out
of
its
engagement,
or
to
contribute
to
payments
which
any
of
such
persons
might
be
required
to
make
with respect
to
such
liabilities.
Evercore
and
its
affiliates
engage
in
a
wide
range
of
activities
for
their
own
accounts
and
the
accounts
of
their
respective
customers.
In
the
ordinary
course
of business,
Evercore
or
its
affiliates
may
actively
trade
the
securities,
or
related
derivative
securities,
or
financial
instruments
of
ENLK,
ENLC,
and
their
respective affiliates,
for
its
own
account
and
for
the
accounts
of
their
respective
customers
and,
accordingly,
may
at
any
time
hold
a
long
or
short
position
in
such
securities
or instruments.
During
the
two-year
period
prior
to
October
21,
2018,
no
material
relationship
existed
between
Evercore
and
its
affiliates
and
ENLK,
ENLC
or
any
of
their respective
affiliates,
pursuant
to
which
compensation
was
received
by
Evercore
or
its
affiliates
as
a
result
of
such
a
relationship.
Evercore
may
provide
financial
or other
services
to
ENLC,
ENLK,
or
their
respective
affiliates
in
the
future
and
in
connection
with
any
such
services
Evercore
may
receive
compensation.
82
Table
of
Contents
The
Written
Consent
of
Certain
ENLC
Unitholders
Because
ENLC
Common
Units
are
listed
on
the
NYSE,
ENLC
is
subject
to
NYSE
rules
and
regulations.
Section
312.03
of
the
NYSE
Listed
Company Manual
requires
unitholder
approval
prior
to
the
issuance
of
common
units,
or
securities
convertible
into
or
exercisable
for
common
units,
in
any
transaction
or series
of
transactions
if
(i)
the
common
units
to
be
issued
have,
or
will
have
upon
issuance,
voting
power
equal
to
or
in
excess
of
20%
of
the
voting
power outstanding
before
the
issuance
of
such
common
units
or
of
securities
convertible
into
or
exercisable
for
common
units,
or
(ii)
the
number
of
common
units
to
be issued
is,
or
will
be
upon
issuance,
equal
to
or
in
excess
of
20%
of
the
number
of
common
units
outstanding
before
the
issuance
of
the
common
units
or
of securities
convertible
into
or
exercisable
for
common
units.
Upon
completion
of
the
Merger,
the
ENLC
Common
Units
to
be
issued
to
ENLK
Public
Unitholders
as
consideration
in
the
Merger
would
exceed
20%
of both
the
voting
power
and
number
of
ENLC
Common
Units
outstanding
before
such
issuance.
As
of
October
21,
2018,
ENLC
had
181,294,967
ENLC
Common
Units
issued
and
outstanding.
Each
ENLC
Common
Unit
entitles
its
holder
to
one
vote
on each
matter
submitted
to
the
ENLC
Unitholders.
As
of
the
date
of
this
joint
information
statement/proxy
statement/prospectus,
the
ENLC
Majority
Holder
was
the record
owner
of
approximately
63.7%
of
the
total
outstanding
ENLC
Common
Units.
Accordingly,
the
ENLC
Majority
Holder
approved
the
ENLC
Unit
Issuance, which
includes
the
issuance
of
all
ENLC
Common
Units
that
are
issuable
as
consideration
in
the
Merger
pursuant
to
the
Merger
Agreement,
by
executing
the ENLC
Written
Consent.
Because
the
ENLC
Majority
Holder,
holding
a
majority
of
the
outstanding
ENLC
Common
Units
as
of
the
record
date,
consented
to
the
ENLC
Unit
Issuance, no
other
unitholder
votes,
consents,
or
actions
will
be
required
or
obtained
in
connection
with
this
information
statement
or
the
ENLC
Unit
Issuance.
Unaudited
Projected
Financial
Information
EnLink
does
not,
as
a
matter
of
course,
publicly
disclose
long-term
financial
projections
because
of,
among
other
reasons,
the
uncertainty
of
the
underlying assumptions
and
estimates
and
the
unpredictability
of
EnLink's
business
and
competitive
markets
in
which
it
operates.
However,
in
connection
with
the
evaluation of
a
potential
transaction,
EnLink
management
prepared
and
provided
to
the
ENLC
Board,
the
ENLC
Conflicts
Committee,
the
ENLK
Board,
and
the
ENLK Conflicts
Committee
certain
internal
projections
(the
"Projections")
regarding
the
future
financial
performance
of
ENLC,
ENLK,
and
Pro
Forma
ENLC
with respect
to
2018
through
2021.
The
Projections
were
used
by
the
ENLC
Board,
the
ENLC
Conflicts
Committee,
the
ENLK
Board,
and
the
ENLK
Conflicts Committee
for
the
purpose
of
evaluating
the
Transactions.
The
Projections
also
were
provided
to
Barclays
and
Evercore
for
their
use
and
reliance
in
connection with
their
respective
financial
analyses
and
opinions
described
in
the
sections
entitled
"--Opinion
of
Barclays--Financial
Advisor
to
ENLC
Conflicts
Committee" and
"--Opinion
of
Evercore--Financial
Advisor
to
ENLK
Conflicts
Committee."
A
summary
of
the
Projections
is
included
below
to
give
ENLC
Unitholders
and
ENLK
Unitholders
access
to
certain
unaudited
projections
that
were
made available
on
September
20,
2018
to
the
ENLC
Board,
the
ENLC
Conflicts
Committee,
the
ENLK
Board,
the
ENLK
Conflicts
Committee,
and
the
ENLC
Conflicts Committee's
and
the
ENLK
Conflicts
Committee's
respective
advisors
in
connection
with
the
Merger.
EnLink
management
has
not
updated,
and
does
not
intend
to update
or
otherwise
revise,
the
Projections
or
the
prospective
financial
information
contained
therein
to
reflect
circumstances
existing
or
arising
since
their preparation,
including
any
changes
in
general
economic
or
industry
conditions,
or
to
reflect
the
occurrence
of
unanticipated
events.
In
particular,
the
Projections, based
on
the
date
on
which
they
were
made
available
to
the
EnLink
Boards
and
the
Conflicts
Committees,
assume
an
illustrative
exchange
ratio
of
1.06
ENLC Common
Units
per
ENLK
Common
83
Table
of
Contents
Unit
instead
of
the
ultimate
Exchange
Ratio
of
1.15
ENLC
Common
Units
per
ENLK
Common
Unit.
The
Projections
and
the
prospective
financial
information contained
therein
do
not
necessarily
reflect
current
estimates
or
assumptions
that
EnLink
management
may
have
about
prospects
for
EnLink's
business,
changes
in general
business
or
economic
conditions,
or
any
other
transaction,
event,
or
circumstance
that
has
occurred
or
that
may
occur
and
that
was
not
anticipated,
or
that has
occurred
or
that
may
occur
differently
than
as
anticipated,
at
the
time
the
Projections
or
any
of
the
prospective
financial
information
contained
therein
were prepared.
You
should
be
aware
that
uncertainties
are
inherent
in
projections
of
any
kind.
None
of
ENLC,
ENLK,
or
any
of
their
respective
affiliates,
officers, directors,
advisors,
or
other
representatives
has
made
or
makes
any
representation
or
can
give
any
assurance
to
any
ENLC
Unitholder
or
ENLK
Unitholder regarding
the
ultimate
performance
of
ENLC
or
ENLK
compared
to
the
summarized
information
set
forth
below
or
that
any
projected
results
will
be
achieved.
The
inclusion
of
the
following
Projections
in
this
joint
information
statement/proxy
statement/prospectus
should
not
be
regarded
as
an
indication
that
ENLC, ENLK,
or
their
respective
advisors
or
other
representatives
considered
or
consider
the
Projections
to
be
necessarily
indicative
of
actual
future
performance
or events,
and
the
Projections
set
forth
below
should
not
be
relied
upon
as
such.
Accordingly,
ENLC
Unitholders
and
ENLK
Unitholders
are
cautioned
not
to
place undue
reliance
on
the
Projections.
The
accompanying
prospective
financial
information
was
not
prepared
with
a
view
toward
public
disclosure
or
toward
compliance
with
GAAP,
the
published guidelines
of
the
SEC
regarding
projections
or
the
use
of
non-GAAP
financial
measures,
or
the
guidelines
established
by
the
American
Institute
of
Certified
Public Accountants
for
preparation
or
presentation
of
prospective
financial
information.
In
the
view
of
EnLink
management,
the
Projections
were
prepared
on
a reasonable
basis,
reflected
the
best
available
estimates
and
judgments
based
on
the
facts
and
circumstances
existing
at
the
time
such
projections
were
prepared,
and presented,
to
the
best
of
the
knowledge
and
belief
of
EnLink's
management,
the
expected
future
financial
performance
of
(i)
each
of
ENLC
and
ENLK
on
a
standalone
basis
if
the
Transactions
were
not
consummated
and
(ii)
Pro
Forma
ENLC,
giving
effect
to
the
Transactions
as
if
they
occurred
on
January
1,
2019.
The
Projections
and
the
prospective
financial
information
contained
therein
included
in
this
joint
information
statement/proxy
statement/prospectus
have
been prepared
by,
and
are
the
responsibility
of,
EnLink.
Neither
KPMG
LLP
("KPMG"),
nor
any
other
independent
accountants,
have
audited,
reviewed
compiled, examined,
or
performed
any
procedures
or
any
other
form
of
assurance
with
respect
thereto,
nor
have
they
expressed
any
opinion
or
any
other
form
of
assurance
on such
information
or
its
achievability,
and
they
assume
no
responsibility
for,
and
disclaim
any
association
with,
the
Projections
and
the
prospective
financial information
contained
therein.
The
KPMG
reports
incorporated
by
reference
into
this
joint
information
statement/proxy
statement/prospectus
relate
to
historical financial
information
of
ENLC
and
ENLK,
respectively.
Such
reports
do
not
extend
to
the
prospective
financial
information
and
should
not
be
read
to
do
so.
While
presented
with
numerical
specificity,
the
Projections
reflect
numerous
estimates
and
assumptions
made
by
EnLink
management
with
respect
to
industry performance
and
competition,
general
business,
economic,
market,
and
financial
conditions
and
matters
specific
to
each
of
ENLC's
and
ENLK's
businesses,
all
of which
are
difficult
to
predict
and
many
of
which
are
beyond
ENLC's
and
ENLK's
control.
In
developing
the
Projections,
EnLink
management
made
numerous material
assumptions
with
respect
to
ENLC,
ENLK,
and
the
pro
forma
company
for
the
periods
covered
by
such
Projections,
including:
·
producer
volumes,
contractual
fees,
and
rates
on
EnLink's
assets;
·
the
price
of
crude
oil,
natural
gas,
and
NGLs;
84
Table
of
Contents
·
the
cash
flow
from
existing
assets
and
business
activities;
·
organic
growth
and
projected
volume
growth
and
the
amounts
and
timing
of
related
costs
and
potential
economic
returns;
·
the
amount
of
maintenance
and
growth
capital
expenditures;
·
expected
general
and
administrative
expenses
and
shared
services'
costs;
·
the
amount,
growth,
and
timing
of
distributions
by
each
of
ENLC
and
ENLK;
·
the
exchange
ratio
used
in
preparing
the
Projections;
·
outstanding
equity
and
debt
during
applicable
periods,
and
the
availability
and
cost
of
capital;
and
·
other
general
business,
market,
and
financial
assumptions.
The
summaries
of
the
Projections
provided
to
the
ENLC
Board,
the
ENLC
Conflicts
Committee,
the
ENLK
Board,
and
the
ENLK
Conflicts
Committee
are not
included
in
this
joint
information
statement/proxy
statement/prospectus
in
order
to
induce
any
ENLK
Unitholder
to
vote
in
favor
of
any
of
the
proposals
at
the ENLK
Unitholder
Meeting.
By
including
in
this
joint
information
statement/proxy
statement/prospectus
a
summary
of
certain
of
the
Projections,
none
of
ENLC, ENLK,
or
any
of
their
respective
advisors
or
other
representatives
have
made
or
are
making
any
representation
to
any
person
regarding
the
ultimate
performance
of ENLC,
ENLK,
or
Pro
Forma
ENLC.
The
Projections
cover
multiple
years
and
such
information
by
its
nature
becomes
less
predictive
with
each
succeeding
year.
The
following
table
sets
forth
a
summary
of
the
Projections
with
respect
to
ENLC
and
ENLK
for
2018
through
2021,
and
with
respect
to
Pro
Forma
ENLC
for 2019
through
2021:
($
in
millions,
except
per
unit
data)
ENLK ENLK
Adjusted
EBITDA(1) ENLK
Distributable
Cash
Flow
(DCF)(2) ENLK
DCF
/
Unit
2018E
2019E
2020E
2021E
$ 1,039
$ 1,072
$ 1,165
$ 1,244
713
704
809
884
1.70
1.65
1.76
1.83
ENLC ENLC
Cash
Available
for
Distribution
(CAD)(3) ENLC
CAD
/
Unit(3)
$ 233
$ 255
$ 275
$ 318
1.26
1.38
1.49
1.73
Pro
Forma
ENLC ENLC
Adjusted
EBITDA(1)(4) ENLC
DCF(2)(4) ENLC
DCF
/
Unit(4)
--
$ 1,130
$ 1,234
$ 1,326
--
757
874
967
--
1.59
1.82
1.99
(1) Adjusted
EBITDA
is
a
non-GAAP
financial
measure.
For
additional
information,
see
"Definitions
of
Certain
Non-GAAP
Financial Measures"
below.
(2) Distributable
cash
flow
(DCF)
is
a
non-GAAP
financial
measure.
For
additional
information,
see
"Definitions
of
Certain
NonGAAP
Financial
Measures"
below.
(3) Cash
available
for
distribution
(CAD)
is
a
non-GAAP
financial
measure.
For
additional
information,
see
"Definitions
of
Certain Non-GAAP
Financial
Measures"
below.
(4) Assumes
the
Transactions,
including
the
Merger,
were
effective
January
1,
2018,
except
that
these
Projections
assume
an illustrative
exchange
ratio
of
1.06
ENLC
Common
Units
per
ENLK
Common
Unit
instead
of
the
ultimate
Exchange
Ratio
of
1.15 ENLC
Common
Units
per
ENLK
Common
Unit.
85
Table
of
Contents
Definitions
of
Certain
Non-GAAP
Financial
Measures
We
define
adjusted
EBITDA
as
net
income
(loss)
plus
(i)
interest
expense,
(ii)
provision
(benefit)
for
income
taxes,
(iii)
depreciation
and
amortization expense,
(iv)
impairments,
(v)
unit-based
compensation,
(vi)
(gain)
loss
on
non-cash
derivatives,
(vii)
(gain)
loss
on
disposition
of
assets,
(viii)
(gain)
loss
on extinguishment
of
debt,
(ix)
successful
acquisition
transaction
costs,
(x)
accretion
expense
associated
with
asset
retirement
obligations,
(xi)
reimbursed
employee costs,
(xii)
non-cash
rent,
(xiii)
cash
collections
under
the
secured
term
loan
receivable,
and
(xiv)
distributions
from
unconsolidated
affiliate
investments,
less (a)
payments
under
onerous
performance
obligations,
(b)
non-controlling
interest,
(c)
(income)
loss
from
unconsolidated
affiliate
investments,
and
(d)
non-cash revenue
from
contract
restructuring.
We
define
distributable
cash
flow
(DCF)
as
adjusted
EBITDA,
less
(i)
interest
expense,
(ii)
litigation
settlement
adjustment,
(iii)
adjustments
for
the redeemable
non-controlling
interest,
(iv)
interest
rate
swaps,
(v)
current
income
taxes
and
other
non-distributable
cash
flows,
(vi)
accrued
cash
distributions
on ENLK
Series
B
Units
and
ENLK
Series
C
Units
paid
or
expected
to
be
paid,
and
(vii)
maintenance
capital
expenditures,
excluding
maintenance
capital expenditures
that
were
contributed
by
other
entities
and
relate
to
the
non-controlling
interest
of
consolidated
entities.
We
define
cash
available
for
distribution
(CAD)
as
net
income
(loss)
of
ENLC
less
the
net
income
(loss)
attributable
to
ENLK,
which
is
consolidated
into ENLC's
net
income
(loss),
plus
ENLC's
(i)
share
of
distributions
from
ENLK,
(ii)
share
of
EOGP's
non-cash
expenses,
(iii)
deferred
income
tax
expense
(benefit), (iv)
corporate
goodwill
impairment,
if
any,
and
(v)
successful
acquisition
transaction
costs,
if
any,
less
ENLC's
interest
in
maintenance
capital
expenditures
of EOGP,
and
less
third-party
non-controlling
interest
share
of
net
income
(loss)
from
consolidated
entities.
Accounting
Treatment
The
Merger
will
be
accounted
for
in
accordance
with
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
810,
Consolidation
.
As ENLC
controls
ENLK
and
will
continue
to
control
ENLK
after
the
Merger,
the
changes
in
ENLC's
ownership
interests
in
ENLK
will
be
accounted
for
as
an
equity transaction
and
no
gain
or
loss
on
the
Merger
will
be
recognized
in
ENLC's
consolidated
statements
of
operations.
No
Dissenters'
or
Appraisal
Rights
Under
the
Delaware
LP
Act
and
the
ENLK
Partnership
Agreement,
there
are
no
dissenters'
or
appraisal
rights
for
the
ENLK
Unitholders
with
respect
to
the Transactions.
Listing
of
ENLC
Common
Units
to
be
Issued
in
the
Merger;
Delisting
and
Deregistration
of
ENLK
Common
Units
ENLC
expects
to
obtain
approval
to
list
on
the
NYSE
the
ENLC
Common
Units
to
be
issued
pursuant
to
the
Merger
Agreement,
which
approval
(subject
to official
notice
of
issuance)
is
a
condition
to
closing
the
Merger.
Upon
completion
of
the
Transactions,
ENLK
Common
Units
currently
listed
on
the
NYSE
will cease
to
be
listed
on
the
NYSE
and
will
be
subsequently
deregistered
under
the
Exchange
Act.
Regulatory
Approvals
Required
for
the
Merger
In
order
to
consummate
the
Transactions,
a
filing
must
be
made
under
the
HSR
Act
and
the
rules
promulgated
thereunder
by
the
FTC,
and
the
waiting
period, and
any
extension
thereof,
must
have
expired
or
been
terminated.
During
the
waiting
period,
and
any
extension
thereof,
the
FTC
and
the
DOJ
may
request additional
information
or
take
such
action
under
the
antitrust
laws
as
the
agencies
deem
necessary
or
desirable
in
the
public
interest,
including
seeking
to
enjoin
the completion
of
the
Transactions.
ENLK
and
GIP
Stetson
II
filed
the
requisite
HSR
Act
notification
forms
on
November
2,
2018,
and
early
termination
of
the waiting
period
was
granted
on
November
14,
2018.
There
are
no
other
federal
or
state
regulatory
requirements
that
must
be
complied
with
or
approvals
that
must be
obtained
in
connection
with
the
Transactions.
86
Table
of
Contents
INFORMATION
ABOUT
THE
ENLK
UNITHOLDER
MEETING
AND
VOTING
Date,
Time,
and
Place
The
ENLK
Unitholder
Meeting
will
be
held
on
January
23,
2019,
at
10.00
a.m.,
Central
Time,
located
at
1722
Routh
Street,
First
Floor
Conference
Center, Dallas,
Texas
75201.
The
meeting
may
be
adjourned
or
postponed
by
EGP
to
another
date
or
place
for
proper
purposes,
including
for
the
purpose
of
soliciting additional
proxies.
Purpose
The
ENLK
Voting
Unitholders
will
be
asked
to
consider
and
vote
upon
the
ENLK
Merger
Proposal
and
the
ENLK
Adjournment
Proposal.
ENLK
will
transact
no
other
business
at
the
ENLK
Unitholder
Meeting
except
such
business
as
may
properly
be
brought
before
the
ENLK
Unitholder Meeting
or
any
adjournments
or
postponements
thereof.
At
this
time,
ENLK
knows
of
no
other
matters
that
will
be
presented
for
the
consideration
of
the
ENLK Voting
Unitholders
at
the
ENLK
Unitholder
Meeting.
Record
Date
and
Quorum
Requirement
EGP
has
fixed
December
18,
2018,
as
the
record
date
for
the
ENLK
Unitholder
Meeting.
ENLK
Voting
Unitholders
at
the
close
of
business
on
the
record
date may
vote
at
the
ENLK
Unitholder
Meeting.
We
are
commencing
our
solicitation
of
proxies
on
or
about
December
10,
2018,
which
is
before
the
record
date
of December
18,
2018.
We
will
continue
to
solicit
proxies
until
the
January
23,
2019
ENLK
Unitholder
Meeting.
Each
ENLK
Voting
Unitholder
of
record
on December
18,
2018
who
has
not
yet
received
a
joint
information
statement/proxy
statement/prospectus
prior
to
that
date
will
receive
a
joint
information statement/proxy
statement/prospectus
and
have
the
opportunity
to
vote
on
the
matters
described
in
the
joint
information
statement/proxy
statement/prospectus. Proxies
delivered
prior
to
the
record
date
will
be
valid
and
effective
so
long
as
the
ENLK
Voting
Unitholder
providing
the
proxy
is
a
holder
of
record
on December
18,
2018,
the
record
date.
If
you
are
not
a
holder
of
record
on
the
record
date,
any
proxy
you
deliver
will
be
invalid
and
will
not
be
counted
at
the
ENLK Unitholder
Meeting.
If
you
deliver
a
proxy
prior
to
the
record
date
and
remain
a
holder
on
the
record
date,
you
do
not
need
to
deliver
another
proxy
after
the
record date.
If
you
deliver
a
proxy
prior
to
the
record
date
and
do
not
revoke
that
proxy,
your
proxy
will
be
deemed
to
cover
the
number
of
ENLK
Voting
Units
you
own on
the
record
date
even
if
that
number
is
different
from
the
number
of
ENLK
Voting
Units
you
owned
when
you
executed
and
delivered
your
proxy.
Proxies received
from
persons
who
are
not
holders
of
record
on
the
record
date
will
not
be
effective.
ENLK
Voting
Unitholders
may
cast
one
vote
for
each
ENLK
Voting Unit
that
the
ENLK
Voting
Unitholder
owned
as
of
the
close
of
business
on
the
record
date.
Votes
may
be
cast
at
the
ENLK
Unitholder
Meeting
in
person
or
by proxy.
The
presence,
in
person
or
by
proxy,
at
the
ENLK
Unitholder
Meeting
of
a
majority
of
the
ENLK
Voting
Units,
as
of
the
record
date,
will
constitute
a
quorum and
will
permit
ENLK
to
conduct
the
proposed
business
at
the
ENLK
Unitholder
Meeting.
ENLK
Voting
Units
will
be
counted
as
present
at
the
ENLK
Unitholder Meeting
if
the
ENLK
Voting
Unitholder
is
present
in
person
at
the
meeting
or
has
submitted
and
not
revoked
a
properly
executed
proxy
card
or
properly
submitted and
not
revoked
a
proxy
via
telephone
or
the
Internet.
Proxies
received
but
marked
as
abstentions
will
be
counted
as
units
that
are
present
and
entitled
to
vote
for purposes
of
determining
the
presence
of
a
quorum.
A
broker
non-vote
will
also
be
considered
present
at
the
meeting
for
purposes
of
determining
the
presence
of
a quorum
but
cannot
be
included
in
the
vote.
Abstentions
and
broker
non-votes
have
the
same
effect
as
a
vote
against
the
merger
for
purposes
of
the
vote
required
to approve
the
ENLK
Merger
Proposal
and
the
ENLK
Adjournment
Proposal.
87
Table
of
Contents
Submitting
a
Proxy
Card
ENLK
Voting
Unitholders
holding
ENLK
Voting
Units
in
their
own
name
may
submit
their
proxy
by
completing,
signing,
dating,
and
mailing
the
enclosed proxy
card
in
the
enclosed
postage-prepaid
envelope.
Submitting
a
proxy
by
this
method
will
not
affect
your
right
to
attend
the
ENLK
Unitholder
Meeting.
ENLK
Voting
Unitholders
holding
ENLK
Voting
Units
in
"street
name"
by
a
bank,
broker,
or
other
nominee
should
follow
the
separate
voting
procedures,
if any,
provided
by
the
bank,
broker,
or
other
nominee
with
this
proxy
statement.
Submitting
a
Proxy
via
Telephone
or
Internet
Submitting
a
proxy
via
telephone
or
the
Internet
is
fast
and
convenient.
ENLK
Voting
Unitholders
holding
ENLK
Voting
Units
in
their
own
name
who
choose to
submit
their
proxy
via
telephone
or
the
Internet
should
follow
the
instructions
set
forth
on
the
enclosed
proxy
card.
The
telephone
and
Internet
proxy
procedures are
designed
to
authenticate
proxies
by
use
of
a
personal
control
number,
which
appears
on
the
proxy
card.
These
procedures,
which
comply
with
Delaware
law, allow
you
to
appoint
a
proxy
to
vote
your
ENLK
Voting
Units
and
to
confirm
that
your
instructions
have
been
properly
recorded.
If
you
submit
your
proxy
via telephone
or
the
Internet,
you
do
not
have
to
mail
in
your
proxy
card,
but
your
proxy
must
be
received
by
11:59
p.m.,
Central
Time,
on
January
22,
2019,
which may
be
extended
in
the
sole
discretion
of
EGP.
ENLK
Voting
Unitholders
holding
ENLK
Voting
Units
in
"street
name"
by
a
bank,
broker,
or
other
nominee
should
follow
the
instructions
provided
with
the proxy
materials
to
determine
if
Internet
or
telephone
proxy
submission
is
available.
If
your
bank,
broker,
or
other
nominee
does
make
Internet
or
telephone
proxy submission
available,
please
follow
the
instructions
provided
on
the
voting
form
supplied
by
your
bank,
broker,
or
other
nominee.
Revoking
Your
Proxy
If
your
ENLK
Voting
Units
are
registered
directly
in
your
name
with
the
transfer
agent,
you
may
revoke
your
proxy
at
any
time
before
it
is
voted
at
the
ENLK Unitholder
Meeting
by:
·
submitting
a
proxy
again
prior
to
the
ENLK
Unitholder
Meeting
through
any
of
the
methods
available
to
you;
·
giving
written
notice
of
revocation
to
the
General
Counsel
of
EGP,
which
must
be
received
by
the
time
the
ENLK
Unitholder
Meeting
begins;
or
·
attending
the
meeting
and
voting
your
ENLK
Voting
Units
in
person.
If
your
ENLK
Voting
Units
are
held
through
a
bank,
broker,
or
other
nominee,
you
should
follow
the
instructions
of
your
bank,
broker,
or
other
nominee regarding
the
revocation
of
proxies.
If
your
bank,
broker,
or
other
nominee
allows
you
to
submit
your
proxy
via
telephone
or
Internet,
you
may
be
able
to
change your
proxy
by
submitting
a
proxy
again
by
telephone
or
Internet.
Questions
and
Additional
Information
If
you
have
more
questions
about
the
Merger
or
how
to
submit
your
proxy,
or
if
you
need
additional
copies
of
this
joint
information
statement/proxy statement/prospectus
or
the
enclosed
proxy
card
or
voting
instructions,
please
contact
ENLK's
proxy
solicitor,
MacKenzie
Partners,
Inc.,
at
800-322-2885
(TollFree)
or
(212)
929-5500
(Call
Collect)
or
via
email
at
proxy@mackenziepartners.com.
88
Table
of
Contents
Voting
at
the
ENLK
Unitholder
Meeting
Submitting
a
proxy
now
will
not
limit
your
right
to
vote
at
the
ENLK
Unitholder
Meeting
if
you
decide
to
attend
in
person.
If
you
plan
to
attend
the
ENLK Unitholder
Meeting
and
wish
to
vote
in
person,
you
will
be
given
a
ballot
at
the
ENLK
Unitholder
Meeting.
Please
note,
however,
that
if
your
ENLK
Voting
Units are
held
in
"street
name"
by
a
bank,
broker,
or
other
nominee,
and
you
wish
to
vote
at
the
ENLK
Unitholder
Meeting,
you
must
bring
to
the
ENLK
Unitholder Meeting
a
proxy
from
the
bank,
broker,
or
other
nominee
authorizing
you
to
vote
at
the
ENLK
Unitholder
Meeting.
Please
contact
your
bank,
broker,
or
other nominee
for
specific
instructions.
Vote
Required;
How
ENLK
Common
Units
are
Voted
Pursuant
to
the
ENLK
Partnership
Agreement,
holders
of
a
majority
of
the
outstanding
ENLK
Voting
Units,
voting
as
a
single
class,
must
affirmatively
vote in
favor
of
the
ENLK
Merger
Proposal
in
order
for
it
to
be
approved.
Failures
to
vote,
in
addition
to
abstentions
and
broker
non-votes,
will
have
the
same
effect
as a
vote
against
the
ENLK
Merger
Proposal
for
purposes
of
the
vote
required
under
the
Merger
Agreement
and
the
ENLK
Partnership
Agreement.
Pursuant
to
the
ENLK
Partnership
Agreement,
if
a
quorum
is
present
at
the
ENLK
Unitholder
Meeting,
holders
of
a
majority
of
the
ENLK
Voting
Units issued
and
outstanding
and
entitled
to
vote
must
affirmatively
vote
in
favor
of
the
ENLK
Adjournment
Proposal
in
order
for
it
to
be
approved.
If
a
quorum
is
not present,
the
ENLK
Adjournment
Proposal
requires
approval
by
the
affirmative
vote
of
holders
of
a
majority
of
the
outstanding
ENLK
Voting
Units
represented either
in
person
or
by
proxy
at
the
ENLK
Unitholder
Meeting.
If
you
have
timely
and
properly
submitted
your
proxy,
clearly
indicated
your
vote,
and
have
not
revoked
your
proxy,
your
ENLK
Voting
Units
will
be
voted as
indicated
on
your
proxy.
If
any
other
matters
are
properly
presented
for
consideration
at
the
ENLK
Unitholder
Meeting
or
any
adjournment
or
postponement
thereof,
the
persons named
in
the
proxy
will
have
the
discretion
to
vote
on
these
matters.
Units
Beneficially
Owned
by
EGP
Directors
and
Officers
EGP's
directors
and
executive
officers
beneficially
owned
1,385,231
ENLK
Common
Units
on
December
4,
2018.
These
ENLK
Voting
Units
represent
in total
less
than
0.4%
percent
of
the
total
voting
power
of
the
ENLK
Voting
Units
outstanding
as
of
such
date.
ENLK
currently
expects
that
EGP's
directors
and executive
officers
will
vote
their
ENLK
Voting
Units
in
favor
of
all
the
proposals
to
be
voted
on
at
the
ENLK
Unitholder
Meeting,
although
none
of
them
has entered
into
any
agreements
obligating
them
to
do
so.
Proxy
Solicitation
This
proxy
statement
is
being
furnished
in
connection
with
the
solicitation
of
proxies
by
EGP
on
behalf
of
the
ENLK
Board.
The
expenses
of
such solicitation,
including
the
expenses
of
preparing,
printing,
and
mailing
the
proxy
statement
and
materials
used
in
the
solicitation,
will
be
borne
50%
by
ENLC
and 50%
by
ENLK.
In
addition
to
the
mailing
of
this
joint
information
statement/proxy
statement/prospectus,
the
directors,
executive
officers
and
employees
of
EGP
or its
Affiliates
may
also,
without
compensation
other
than
their
regular
compensation,
solicit
proxies
by
mail,
telephone,
e-mail,
the
Internet,
facsimile,
or
personal conversation.
ENLK
may
also
reimburse
brokers,
custodians,
nominees,
fiduciaries,
and
others
for
expenses
incurred
in
forwarding
proxy
materials
to
the beneficial
owners
of
ENLK
Voting
Units.
89
Table
of
Contents
Adjournment
Adjournments
may
be
made
for
the
purpose
of,
among
other
things,
soliciting
additional
proxies.
If
a
quorum
exists,
an
adjournment
may
be
made
from
time to
time
with
approval
of
the
holders
of
at
least
a
majority
of
the
outstanding
ENLK
Common
Units.
If
a
quorum
does
not
exist,
an
adjournment
may
be
made
from time
to
time
with
the
approval
of
the
holders
of
at
least
a
majority
of
the
ENLK
Common
Units
entitled
to
vote
at
such
meeting
and
represented
thereat
either
in person
or
by
proxy.
ENLK
is
not
required
to
notify
ENLK
Common
Unitholders
of
any
adjournment
of
45
days
or
less
if
the
time
and
place
of
the
adjourned meeting
are
announced
at
the
meeting
at
which
the
adjournment
is
taken,
unless
after
the
adjournment
a
new
record
date
is
fixed
for
the
adjourned
meeting.
At
any adjourned
meeting,
ENLK
may
transact
any
business
that
it
might
have
transacted
at
the
original
meeting,
provided
that
a
quorum
is
present
at
such
adjourned meeting.
Proxies
submitted
by
ENLK
Voting
Unitholders
for
use
at
the
ENLK
Unitholder
Meeting
will
be
used
at
any
adjournment
or
postponement
of
the meeting.
References
to
the
ENLK
Unitholder
Meeting
in
this
joint
information
statement/proxy
statement/prospectus
are
to
such
special
meeting
as
adjourned
or postponed.
90
Table
of
Contents
THE
ENLK
PROPOSALS
Proposal
1.
The
ENLK
Merger
Proposal
(Item
1
of
ENLK's
Proxy
Card)
In
the
ENLK
Merger
Proposal,
ENLK
is
asking
the
ENLK
Voting
Unitholders
to
approve
the
Merger
Agreement.
Approval
of
the
Merger
Agreement
by
the ENLK
Voting
Unitholders
is
required
for
completion
of
the
Merger.
THE
ENLK
CONFLICTS
COMMITTEE
AND
THE
ENLK
BOARD
EACH
UNANIMOUSLY
RECOMMENDS
A
VOTE
"FOR"
THE
MERGER PROPOSAL
(ITEM
1
ON
ENLK'S
PROXY
CARD).
Proposal
2.
The
ENLK
Adjournment
Proposal
(Item
2
of
ENLK's
Proxy
Card)
The
ENLK
Unitholder
Meeting
may
be
adjourned
to
another
time
or
place
from
time
to
time,
if
necessary
or
appropriate,
to
permit
further
solicitation
of proxies
in
the
event
there
are
not
sufficient
votes
at
the
time
of
the
ENLK
Unitholder
Meeting
to
approve
the
ENLK
Merger
Proposal.
If,
at
the
ENLK
Unitholder
Meeting,
the
number
of
ENLK
Voting
Units
present
or
represented
and
voting
in
favor
of
the
ENLK
Merger
Proposal
is insufficient
to
approve
the
ENLK
Merger
Proposal,
ENLK
intends
to
adjourn
the
ENLK
Unitholder
Meeting
from
time
to
time
in
order
to
enable
the
ENLK
Board to
solicit
additional
proxies.
In
the
ENLK
Adjournment
Proposal,
ENLK
is
asking
the
ENLK
Voting
Unitholders
to
authorize
the
holder
of
any
proxy
solicited
by
the
ENLK
Board
to
vote in
favor
of
granting
authority
to
the
proxy
holders,
each
of
them
individually,
to
adjourn
the
ENLK
Unitholder
Meeting
to
another
time
and
place
from
time
to
time for
the
purpose
of
soliciting
additional
proxies.
If
the
ENLK
Voting
Unitholders
approve
the
ENLK
Adjournment
Proposal,
ENLK
could
adjourn
the
ENLK Unitholder
Meeting
and
any
adjourned
session
of
the
ENLK
Unitholder
Meeting
and
use
the
additional
time
to
solicit
additional
proxies,
including
the
solicitation of
proxies
from
ENLK
Voting
Unitholders
who
have
previously
voted.
THE
ENLK
BOARD
OF
DIRECTORS
UNANIMOULSY
RECOMMENDS
A
VOTE
"FOR"
THE
ENLK
ADJOURNMENT
PROPOSAL
(ITEM
2 ON
ENLK'S
PROXY
CARD).
91
Table
of
Contents
OTHER
MATTERS
Other
Matters
for
Action
at
the
ENLK
Unitholder
Meeting
As
of
the
date
of
this
joint
information
statement/proxy
statement/prospectus,
the
ENLK
Board
knows
of
no
other
matters
that
will
be
presented
for consideration
at
the
ENLK
Unitholder
Meeting
other
than
as
described
in
this
joint
information
statement/proxy
statement/prospectus.
In
accordance
with
the
ENLK
Partnership
Agreement
and
Delaware
law,
business
transacted
at
the
ENLK
Unitholder
Meeting
will
be
limited
to
those
matters set
forth
in
the
notice
of
special
meeting
or
matters
otherwise
properly
presented
by
EGP
at
the
ENLK
Unitholder
Meeting.
If
any
other
matters
are
properly presented
at
the
ENLK
Unitholder
Meeting,
or
any
adjournments
of
the
special
meeting,
and
are
voted
upon,
including
matters
incident
to
the
conduct
of
the meeting,
the
enclosed
proxy
will
confer
discretionary
authority
on
the
individuals
named
as
proxy
to
vote
the
units
represented
by
proxy
as
to
any
other
matters
so long
as
the
ENLK
Board
is
not
aware
of
any
such
other
matter
a
reasonable
time
before
the
ENLK
Unitholder
Meeting.
It
is
intended
that
the
persons
named
in
the enclosed
proxy
and
acting
thereunder
will
vote
in
accordance
with
their
best
judgment
on
any
such
matter.
Householding
of
Joint
Information
Statement/Proxy
Statement/Prospectus
The
SEC
has
adopted
rules
that
permit
companies
and
intermediaries
(such
as
brokers
or
banks)
to
satisfy
the
delivery
requirements
for
proxy
statements
with respect
to
two
or
more
security
holders
sharing
the
same
address
by
delivering
a
single
notice
or
proxy
statement
addressed
to
those
security
holders.
This
process, which
is
commonly
referred
to
as
"householding,"
potentially
provides
extra
convenience
for
security
holders
and
cost
savings
for
companies.
As
indicated
in
the
notice
provided
by
these
banks,
brokers,
and
other
nominees
to
ENLK
Voting
Unitholders
or
ENLC
Unitholders,
as
applicable,
a
single copy
of
this
joint
information
statement/proxy
statement/prospectus
will
be
delivered
to
multiple
ENLK
Voting
Unitholders
or
ENLC
Unitholders,
as
applicable, sharing
an
address
unless
contrary
instructions
have
been
received
from
an
affected
ENLK
Voting
Unitholder
or
ENLC
Unitholder,
as
applicable.
Once
you
have received
notice
from
your
bank,
broker,
or
other
nominee
that
it
will
be
"householding"
communications
to
your
address,
"householding"
will
continue
until
you are
notified
otherwise
or
until
you
revoke
your
consent.
If,
at
any
time,
you
would
prefer
to
receive
separate
copies
of
the
joint
information
statement/proxy statement/prospectus
either
now
or
in
the
future,
please
contact
your
bank,
broker,
or
other
nominee,
or
contact
ENLK
or
ENLC
by
written
or
oral
request
to ENLK
or
ENLC,
as
applicable,
at
1722
Routh
Street,
Suite
1300,
Dallas,
Texas
75201
or
by
telephone
at
214-953-9500,
or,
if
you
are
an
ENLK
Voting
Unitholder, contact
MacKenzie
Partners,
Inc.,
ENLK's
proxy
solicitor.
92
Table
of
Contents
THE
MERGER
AGREEMENT
The
following
is
a
summary
of
the
material
terms
of
the
Merger
Agreement.
The
provisions
of
the
Merger
Agreement
are
extensive
and
not
easily summarized.
The
following
summary
does
not
purport
to
be
complete
and
is
qualified
in
its
entirety
by
reference
to
the
Merger
Agreement,
a
copy
of
which
is attached
to
this
joint
information
statement/proxy
statement/prospectus
as
Annex
A
and
is
incorporated
into
this
joint
information
statement/proxy statement/prospectus
by
reference.
You
should
read
carefully
the
Merger
Agreement
in
its
entirety
because
it,
and
not
this
joint
information
statement/proxy statement/prospectus,
is
the
legal
document
that
governs
the
terms
of
the
Transactions.
The
Merger
Agreement
and
this
summary
of
its
terms
have
been
included
to
provide
you
with
information
regarding
the
terms
of
the
Merger
Agreement. They
are
not
intended
to
provide
any
other
factual
information
about
ENLC,
EMM,
Merger
Sub,
ENLK,
or
EGP,
or
their
respective
subsidiaries
or
affiliates
or equity
holders.
The
representations,
warranties,
and
covenants
contained
in
the
Merger
Agreement
were
made
only
for
purposes
of
that
agreement
and
as
of specific
dates;
were
solely
for
the
benefit
of
the
parties
to
the
Merger
Agreement;
and
may
be
subject
to
limitations
agreed
upon
by
the
parties,
including
being qualified
by
certain
disclosures
made
by
each
contracting
party
to
the
other
as
a
way
of
allocating
contractual
risk
between
them
that
differ
from
those
applicable
to investors.
You
should
be
aware
that
these
representations,
warranties,
and
covenants
or
any
description
thereof
alone
may
not
describe
the
actual
state
of
affairs
of ENLC,
EMM,
Merger
Sub,
ENLK,
or
EGP
or
their
respective
subsidiaries,
affiliates,
businesses,
or
equity
holders
as
of
the
date
they
were
made
or
at
any
other time.
Moreover,
information
concerning
the
subject
matter
of
the
representations,
warranties,
and
covenants
may
change
after
the
date
of
the
Merger
Agreement, which
subsequent
information
may
or
may
not
be
fully
reflected
in
ENLC's
or
ENLK's
public
disclosures.
In
the
following
summary
of
the
material
terms
of
the
Merger
Agreement,
in
each
case
unless
explicitly
stated
otherwise:
(a)
all
references
to
affiliates
of ENLC
or
any
other
member
of
the
ENLC
Group
exclude
the
members
of
the
ENLK
Group;
(b)
all
references
to
affiliates
of
ENLK
or
any
other
member
of
the ENLK
Group
exclude
the
members
of
the
ENLC
Group
and
EMM;
and
(c)
all
references
to
subsidiaries
of
ENLC
or
any
other
member
of
the
ENLC
Group exclude
the
members
of
the
ENLK
Group.
The
Merger;
Effective
Time;
Closing
Subject
to
the
terms
and
conditions
of
the
Merger
Agreement
and
in
accordance
with
Delaware
law,
at
the
Effective
Time,
Merger
Sub
will
merge
with
and into
ENLK,
the
separate
existence
of
Merger
Sub
will
cease,
and
ENLK
will
continue
as
the
surviving
limited
partnership
in
the
Merger
and
a
subsidiary
of
ENLC. ENLK
is
sometimes
referred
to
herein
as
the
"surviving
entity".
At
the
Effective
Time,
(a)
the
certificate
of
limited
partnership
of
ENLK
in
effect
immediately
prior
to
the
Effective
Time
will
remain
unchanged
and
will
be the
certificate
of
limited
partnership
of
the
surviving
entity
from
and
after
the
Effective
Time,
until
duly
amended
in
accordance
with
applicable
law,
and
(b)
the ENLK
Partnership
Agreement
will
be
amended
and
restated
in
its
entirety
pursuant
to
the
Amended
ENLK
Partnership
Agreement,
which
will
be
the
limited partnership
agreement
of
ENLK
from
and
after
the
Effective
Time,
until
duly
amended
in
accordance
with
its
terms
and
applicable
law.
The
Effective
Time
will
occur
at
such
time
as
ENLC
and
ENLK
cause
a
certificate
of
merger
to
be
duly
filed
with
the
Secretary
of
State
of
the
State
of Delaware
or
at
such
later
date
or
time
as
may
be
agreed
by
the
parties
to
the
Merger
Agreement
in
writing
and
specified
in
the
certificate
of
merger.
The
closing
of
the
Merger
and
the
other
Transactions
(the
"closing")
will
take
place
on
the
second
business
day
following
the
satisfaction
or
waiver
of
the conditions
set
forth
in
the
Merger
Agreement
(other
than
conditions
that
would
normally
be
satisfied
at
the
closing,
but
subject
to
the
satisfaction
or
93
Table
of
Contents
waiver
(other
than
those
conditions
that
are
not
legally
permitted
to
be
waived)
of
those
conditions),
or
at
such
other
place,
date,
and
time
as
may
be
mutually agreed
by
the
parties
to
the
Merger
Agreement
in
writing,
provided
that
the
parties
have
agreed
in
the
Merger
Agreement
that
the
closing
will
not
occur
prior
to January
1,
2019.
For
further
discussions
of
the
conditions
to
the
completion
of
the
Merger
and
the
other
Transactions,
see
"--Conditions
to
the
Completion
of
the Merger."
Conditions
to
Completion
of
the
Merger
The
obligations
of
the
parties
to
the
Merger
Agreement
to
proceed
with
the
closing
are
subject
to
the
satisfaction
or
waiver
(to
the
extent
legally
permissible) by
all
the
parties
in
writing
of
the
following
conditions:
·
the
ENLK
Unitholder
Approval
must
have
been
obtained;
·
the
ENLC
Unitholder
Approval
must
remain
in
effect
in
the
form
of
the
ENLC
Written
Consent,
which
was
executed
and
delivered
by
GIP
Stetson
II
concurrently
with
the
execution
of
the
Merger
Agreement,
and
such
ENLC
Unitholder
Approval
in
the
form
of
the
ENLC
Written
Consent
must
not
have
been
amended,
modified,
withdrawn,
terminated,
or
revoked;
·
any
waiting
period
(and
any
extensions
thereof)
applicable
to
the
Transactions
under
the
HSR
Act
must
have
expired
or
been
terminated
and
all
filings
applicable
to
the
Transactions
required
to
be
made
with,
or
consents,
approvals,
permits,
and
authorizations
applicable
to
the
Transactions
required
to
be
obtained
from,
any
governmental
authority
prior
the
Effective
Time
must
have
been
made
or
obtained;
·
no
order,
decree,
or
injunction
of
any
court
or
agency
of
competent
jurisdiction
can
be
in
effect,
and
no
law
can
have
been
enacted
or
adopted,
that
enjoins,
prohibits,
or
makes
illegal
consummation
of
any
of
the
Transactions,
and
no
action,
proceeding,
or
investigation
by
any
governmental
authority
with
respect
to
the
Transactions
can
be
pending
that
seeks
to
restrain,
enjoin,
prohibit,
delay,
or
make
illegal
the
consummation
of
the
Merger
or
the
other
Transactions
or
to
impose
any
material
restrictions
or
requirements
thereon
or
on
ENLC
or
ENLK
with
respect
thereto;
·
this
joint
information
statement/proxy
statement/prospectus
must
have
been
distributed
to
ENLC
Unitholders
(in
accordance
with
Regulation
14C
promulgated
under
the
Exchange
Act)
at
least
20
calendar
days
prior
to
the
closing;
·
the
registration
statement
of
which
this
joint
information
statement/proxy
statement/prospectus
forms
a
part
must
have
become
effective
under
the
Securities
Act,
no
stop
order
suspending
the
effectiveness
of
such
registration
statement
can
have
been
issued
and
no
proceedings
for
that
purpose
can
have
been
initiated
or
threatened
by
the
SEC
or
any
other
governmental
authority;
and
·
the
ENLC
Common
Units
to
be
issued
in
the
Merger
shall
have
been
approved
for
listing
on
the
NYSE,
subject
to
official
notice
of
issuance.
The
obligations
of
EMM,
ENLC,
and
Merger
Sub
to
proceed
with
the
closing
are
subject
to
the
satisfaction
or
waiver
(to
the
extent
legally
permissible)
in their
sole
discretion
of
the
following
additional
conditions:
·
(a)
the
representations
and
warranties
of
EGP
and
ENLK
that
(i)
EGP
and
ENLK
have
the
authority
to
enter
into
the
Merger
Agreement
and
other
Transaction
Documents
to
which
they
are
party,
and
the
Merger
Agreement
and
such
other
Transaction
Documents
are
enforceable
against
EGP
and
ENLK,
(ii)
no
material
adverse
effect
(as
described
below)
has
occurred
with
respect
to
the
ENLK
Group
from
December
31,
2017
through
the
closing
date,
and
(iii)
the
ENLK
Unitholder
Approval
is
the
only
vote
or
approval
of
holders
of
equity
interests
in
ENLK
94
Table
of
Contents
necessary
to
approve
the
Merger
Agreement,
in
each
case,
must
be
true
and
correct
in
all
respects,
both
when
made
and
as
of
the
closing
date,
as
if made
as
of
the
closing
date
(except
to
the
extent
expressly
made
as
of
an
earlier
date,
in
which
case,
as
of
such
date);
(b)
the
representations
and warranties
of
EGP
and
ENLK
regarding
the
capitalization
of
ENLK
must
be
true
and
correct
in
all
respects,
other
than
immaterial
misstatements
or omissions,
both
when
made
and
as
of
the
closing
date,
as
if
made
as
of
the
closing
date
(except
to
the
extent
expressly
made
as
of
an
earlier
date,
in which
case,
as
of
such
date);
and
(c)
all
other
representations
and
warranties
of
EGP
and
ENLK
set
forth
in
the
Merger
Agreement
must
be
true
and correct
both
when
made
and
as
of
the
closing
date,
as
if
made
as
of
the
closing
date
(except
to
the
extent
expressly
made
as
of
an
earlier
date,
in which
case,
as
of
such
date),
except,
with
respect
to
the
representations
and
warranties
referred
to
in
clause
(c),
where
the
failure
of
such representations
and
warranties
to
be
so
true
and
correct
(without
giving
effect
to
any
limitation
as
to
materiality
or
material
adverse
effect
set
forth in
any
such
individual
representation
or
warranty)
does
not
have,
and
would
not
reasonably
be
expected
to
have,
individually
or
in
the
aggregate,
a material
adverse
effect
with
respect
to
the
ENLK
Group;
·
each
of
EGP
and
ENLK
must
have
performed
or
complied
in
all
material
respects
with
all
agreements
and
covenants
required
to
be
performed
by
it
under
the
Merger
Agreement
on
or
prior
to
the
closing
date;
·
ENLC
must
have
received
a
certificate
signed
by
an
executive
officer
of
EGP,
dated
as
of
the
closing
date,
certifying
as
to
the
preceding
conditions;
and
·
EGP
must
have
executed
and
delivered
the
Amended
ENLK
Partnership
Agreement
(as
described
in
"The
Preferred
Restructuring
Agreement--
Amended
ENLK
Partnership
Agreement"),
such
Amended
ENLK
Partnership
Agreement
to
be
effective
as
of
the
Effective
Time.
The
obligations
of
EGP
and
ENLK
to
proceed
with
the
closing
are
subject
to
the
satisfaction
or
waiver
(to
the
extent
legally
permissible)
in
their
sole discretion
of
the
following
additional
conditions:
·
(a)
the
representations
and
warranties
of
EMM,
ENLC,
and
Merger
Sub
that
(i)
EMM,
ENLC,
and
Merger
Sub
have
the
authority
to
enter
into
the
Merger
Agreement
and
other
Transaction
Documents
to
which
they
are
party,
and
the
Merger
Agreement
and
such
other
Transaction
Documents
are
enforceable
against
EMM,
ENLC,
and
Merger
Sub,
(ii)
no
material
adverse
effect
has
occurred
with
respect
to
the
ENLC
Group
from
December
31,
2017
through
the
closing
date,
and
(iii)
the
ENLC
Unitholder
Approval
is
the
only
vote
or
approval
of
holders
of
equity
interests
in
ENLC
necessary
in
connection
with
the
Transactions
must
be
true
and
correct
in
all
respects,
in
each
case,
both
when
made
and
as
of
the
closing
date,
as
if
made
as
of
the
closing
date
(except
to
the
extent
expressly
made
as
of
an
earlier
date,
in
which
case,
as
of
such
date);
(b)
the
representations
and
warranties
of
EMM,
ENLC,
and
Merger
Sub
regarding
the
capitalization
of
ENLC
must
be
true
and
correct
in
all
respects,
other
than
immaterial
misstatements
or
omissions,
both
when
made
and
as
of
the
closing
date,
as
if
made
as
of
the
closing
date
(except
to
the
extent
expressly
made
as
of
an
earlier
date,
in
which
case,
as
of
such
date);
and
(c)
all
other
representations
and
warranties
of
EMM,
ENLC,
and
Merger
Sub
set
forth
in
the
Merger
Agreement
must
be
true
and
correct
both
when
made
and
as
of
the
closing
date,
as
if
made
as
of
the
closing
date
(except
to
the
extent
expressly
made
as
of
an
earlier
date,
in
which
case,
as
of
such
date),
except,
with
respect
to
the
representations
and
warranties
referred
to
in
clause
(c),
where
the
failure
of
such
representations
and
warranties
to
be
so
true
and
correct
(without
giving
effect
to
any
limitation
as
to
materiality
or
material
adverse
effect
set
forth
in
any
such
individual
representation
or
warranty)
does
not
have,
and
would
not
reasonably
be
expected
to
have,
individually
or
in
the
aggregate,
a
material
adverse
effect
with
respect
to
the
ENLC
Group;
95
Table
of
Contents
·
each
of
EMM,
ENLC,
and
Merger
Sub
must
have
performed
or
complied
in
all
material
respects
with
all
agreements
and
covenants
required
to
be
performed
by
it
hereunder
on
or
prior
to
the
closing
date;
·
ENLK
must
have
received
a
certificate
signed
by
an
executive
officer
of
EMM,
dated
as
of
the
closing
date,
certifying
as
to
the
preceding
conditions;
and
·
EMM
must
have
executed
and
delivered
the
Amended
ENLC
Operating
Agreement
(as
described
in
"The
Preferred
Restructuring
Agreement--
Amended
ENLC
Operating
Agreement"),
such
Amended
ENLC
Operating
Agreement
to
be
effective
as
of
the
Effective
Time.
For
the
purposes
of
the
Merger
Agreement,
the
term
"material
adverse
effect"
means,
with
respect
to
a
party
to
the
Merger
Agreement,
any
change,
effect, event,
circumstance,
or
occurrence
that,
individually
or
in
the
aggregate,
(a)
prevents,
delays,
or
impairs,
or
has
a
material
adverse
effect
on,
the
ability
of
such party
to
perform
its
obligations
under
the
Merger
Agreement
or
to
consummate
the
Transactions
or
(b)
has
a
material
adverse
effect
on
or
causes
a
material
adverse change
in
the
business,
assets,
liabilities,
condition
(financial
or
otherwise),
or
results
of
operations
of
such
party
and
its
subsidiaries,
taken
as
a
whole;
provided, however,
that
none
of
the
following
changes,
effects,
events,
circumstances,
or
occurrences
(either
alone
or
in
combination)
will
be
taken
into
account
for
purposes of
determining
whether
or
not
a
material
adverse
effect
has
occurred:
(i)
changes,
effects,
events,
circumstances,
or
occurrences
that
impact
the
natural
gas gathering,
processing,
treating,
transportation,
and
storage
industries
generally,
the
NGL
fractionation,
transportation,
storage,
exportation,
and
marketing industries
generally,
or
the
crude
oil
and
condensate
gathering,
transportation,
stabilization,
storage,
trans-loading,
and
marketing
industries
generally
(including any
change
in
the
prices
of
natural
gas,
NGL,
crude
oil,
or
other
hydrocarbon
products,
or
industry
margins,
or
any
regulatory
changes),
(ii)
changes,
effects, events,
circumstances,
or
occurrences
in
United
States
or
global
political
or
economic
conditions
or
financial
markets
in
general,
(iii)
acts
of
war,
sabotage,
or terrorism,
military
actions
or
the
escalation
thereof,
weather
conditions
or
other
force
majeure
events
or
acts
of
God,
including
any
material
worsening
of
any
of
the foregoing
conditions
threatened
or
existing
as
of
the
date
of
execution
of
the
Merger
Agreement,
(iv)
any
changes
in
the
applicable
laws
or
accounting
rules
or principles,
including
changes
required
by
GAAP
or
interpretations
thereof,
(v)
any
failure
of
a
such
party
or
any
of
its
subsidiaries
to
meet
any
internal
or
published projections,
estimates,
or
expectations
of
such
party's
or
its
subsidiary's
revenue,
earnings,
or
other
financial
performance
or
results
of
operations
for
any
period,
or any
failure
by
such
party
to
meet
its
internal
budgets,
plans,
or
forecasts
of
its
revenue,
earnings,
or
other
financial
performance
of
results
of
operations
(it
being understood,
in
each
case,
that
the
facts
or
occurrences
giving
rise
or
contributing
to
such
failure
that
are
not
otherwise
excluded
from
the
definition
of
a
material adverse
effect
may
be
taken
into
account),
(vi)
any
changes
in
(A)
the
market
price
or
trading
volume
of
the
such
party's
publicly-traded
equity
interests
(and
the associated
costs
of
capital)
or
(B)
the
credit
rating
of
such
party
or
any
of
its
subsidiaries
(it
being
understood,
in
each
case,
that
the
facts
or
occurrences
giving
rise or
contributing
to
such
change
that
are
not
otherwise
excluded
from
the
definition
of
a
material
adverse
effect
may
be
taken
into
account),
or
(vii)
the announcement
(in
accordance
with
the
terms
of
the
Merger
Agreement)
of
the
Transactions
and
the
taking
of
any
actions
contemplated
by
the
Merger
Agreement, provided
that
(x)
the
exception
referred
to
in
clause
(vii)
will
not
apply
in
connection
with
any
representation
or
warranty
of
such
party
regarding
any
violations
of corporate
documents,
applicable
law,
or
other
agreements
resulting
from,
or
required
consents
of
governmental
authorities
or
other
parties
in
connection
with,
the execution,
delivery,
and
performance
of
the
Merger
Agreement
and
other
Transaction
Documents
to
which
such
party
is
a
party,
and
the
consummation
of
the transactions
contemplated
thereby,
including
the
Transactions,
or
any
condition
insofar
as
it
relates
to
any
such
representation
or
warranty;
and
(y)
in
respect
of
the exceptions
referred
to
in
clauses
(i),
(ii),
(iii),
and
(iv),
the
impact
on
such
party
or
any
of
its
subsidiaries
is
not
materially
disproportionate
to
the
impact
on similarly
situated
persons
in
the
96
Table
of
Contents
natural
gas
gathering,
processing,
treating,
transportation,
and
storage
industries,
the
NGL
fractionation,
transportation,
storage,
exportation,
and
marketing industries,
or
the
crude
oil
and
condensate
gathering,
transportation,
stabilization,
storage,
trans-loading,
and
marketing
industries.
ENLC
Unitholder
Approval
GIP
Stetson
II,
which
holds
a
majority
of
the
ENLC
Common
Units
issued
and
outstanding
and
entitled
to
vote
on
the
ENLC
Unit
Issuance
pursuant
to
the Merger,
executed
and
delivered
the
ENLC
Written
Consent
approving
the
ENLC
Unit
Issuance
pursuant
to
the
Merger
concurrently
with
the
execution
of
the Merger
Agreement.
See
"The
Written
Consent
of
Certain
ENLC
Unitholders."
ENLK
Voting
Unitholder
Approval
EGP
has
agreed
to
hold
the
ENLK
Unitholder
Meeting
as
soon
as
practicable
following
the
date
of
execution
of
the
Merger
Agreement
for
the
purpose
of obtaining
the
ENLK
Unitholder
Approval.
See
"Information
about
the
ENLK
Unitholder
Meeting
and
Voting."
Unless
the
Merger
Agreement
is
terminated
in accordance
with
its
terms,
this
obligation
is
not
affected
by
any
recommendation
change
(as
described
below).
EGP
is
also
obligated
to
use
its
reasonable
best efforts
to
obtain
the
ENLK
Unitholder
Approval
from
the
ENLK
Voting
Unitholders,
unless
either
or
both
of
the
ENLK
Board,
upon
the
recommendation
of
the ENLK
Conflicts
Committee,
or
the
ENLK
Conflicts
Committee
has
made
a
recommendation
change
in
accordance
with
the
Merger
Agreement.
No
Solicitation
by
ENLK
of
Acquisition
Proposals
The
Merger
Agreement
contains
detailed
provisions
prohibiting
EGP
and
ENLK
from
seeking
an
acquisition
proposal
(as
described
below).
Under
these
"no solicitation"
provisions,
EGP
has
agreed
that
it
will
not,
and
will
cause
ENLK
and
its
subsidiaries
not
to,
and
to
use
their
respective
reasonable
best
efforts
to
cause EGP's,
ENLK's,
and
ENLK's
subsidiaries'
directors,
officers,
employees,
counsel,
investment
bankers,
financial
advisors,
and
other
representatives
not
to,
directly or
indirectly:
·
initiate,
solicit,
or
knowingly
encourage
or
knowingly
facilitate
the
submission
of
any
acquisition
proposal
or
any
inquiries
or
proposals
that
could
reasonably
be
expected
to
lead
to
an
acquisition
proposal;
·
participate
in
any
discussions
or
negotiations
regarding,
or
furnish
to
any
person
any
non-public
information
regarding,
ENLK
in
connection
with
any
acquisition
proposal;
·
approve,
endorse,
recommend,
or
enter
into
any
confidentiality
agreement,
letter
of
intent,
option
agreement,
agreement
in
principle,
or
other
agreement
or
contract,
whether
written
or
oral,
with
any
person
(other
than
a
member
of
the
ENLC
Group)
concerning
an
acquisition
proposal
(except
as
permitted
by
the
Merger
Agreement);
·
terminate,
amend,
release,
modify,
or
fail
to
enforce
any
provision
of,
or
grant
any
permission,
waiver,
or
request
under,
any
standstill,
confidentiality,
or
similar
contract
entered
into
in
compliance
with
the
Merger
Agreement
by
EGP
or
any
member
of
the
ENLK
Group
in
respect
of
or
in
contemplation
of
an
acquisition
proposal;
·
take
any
action
to
make
the
provisions
of
any
"fair
price,"
"moratorium,"
"control
share
acquisition,"
"business
combination,"
or
any
other
anti-
takeover
statute
or
similar
statute
enacted
under
state
or
federal
law
inapplicable
to
any
transactions
contemplated
by
any
acquisition
proposal;
or
·
resolve
or
publicly
propose
or
announce
to
do
any
of
the
foregoing;
provided,
that
to
the
extent
any
such
action
or
failure
to
act
was
taken
or
committed
solely
(x)
by
ENLC,
its
affiliates,
or
its
directors,
officers,
employees,
counsel, investment
bankers,
financial
advisors,
97
Table
of
Contents
and
other
representatives
acting
solely
on
behalf
of,
or
solely
at
the
direction
of,
ENLC,
or
(y)
by
EGP
or
ENLK
at
the
direction
of
ENLC,
its
affiliate,
or
its directors,
officers,
employees,
counsel,
investment
bankers,
financial
advisors,
and
other
representatives
acting
solely
on
behalf
of,
or
solely
at
the
direction
of, ENLC,
such
action
or
failure
to
act
will
not
constitute
a
breach
or
violation
of
these
"no
solicitation"
obligations
by
EGP
or
ENLK.
In
addition,
the
Merger
Agreement
requires
EGP
to,
and
to
cause
ENLK
and
its
subsidiaries
to,
and
to
use
its
reasonable
best
efforts
to
cause
EGP's,
ENLK's, and
ENLK's
subsidiaries'
directors,
officers,
employees,
counsel,
investment
bankers,
financial
advisors,
and
other
representatives
to,
(a)
immediately
cease
and cause
to
be
terminated
any
discussions
or
negotiations
with
any
persons
conducted
prior
to
the
execution
of
the
Merger
Agreement
regarding
an
acquisition proposal,
and
(b)
immediately
prohibit
any
access
by
any
persons
(other
than
members
of
the
ENLC
Group
and
their
respective
directors,
officers,
employees, counsel,
investment
bankers,
financial
advisors,
and
other
representatives)
to
any
confidential
information
relating
to
an
acquisition
proposal.
If
EGP,
any
member
of
the
ENLK
Group,
or
any
of
their
respective
directors,
officers,
employees,
counsel,
investment
bankers,
financial
advisors,
or
other representatives
receives
an
unsolicited,
written,
bona
fide
acquisition
proposal
that
was
not
received
or
obtained
in
material
violation
of
the
"no
solicitation" restrictions,
EGP
will,
or
will
cause
such
person
to,
promptly
deliver
such
acquisition
proposal
to
the
ENLK
Board
and
the
ENLK
Conflicts
Committee.
For
the
purposes
of
the
Merger
Agreement,
the
term
"acquisition
proposal"
means
any
inquiry,
proposal,
or
offer
from,
or
indication
of
interest
in
seeking
a proposal
or
offer
by,
any
person
or
"group"
(as
defined
in
Section
13(d)
of
the
Exchange
Act),
other
than
any
member
of
the
ENLC
Group
or
its
affiliates,
relating to
any
(a)
direct
or
indirect
acquisition
(whether
in
a
single
transaction
or
a
series
of
related
transactions)
of
(i)
assets
of
the
ENLK
Group
equal
to
20%
or
more
of the
consolidated
assets
of
the
ENLK
Group
as
of
June
30,
2018
or
(ii)
assets
representing
20%
or
more
of
the
Adjusted
EBITDA
(as
defined
in
ENLK's
Annual Report
on
Form
10-K
for
the
year
ended
December
31,
2017)
of
the
ENLK
Group
on
a
consolidated
basis
for
the
year
ended
December
31,
2017,
in
each
case,
as reported
in
ENLK's
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2017,
(b)
direct
or
indirect
acquisition
(whether
in
a
single
transaction
or
a series
of
related
transactions)
of
beneficial
ownership
(within
the
meaning
of
Section
13(d)
of
the
Exchange
Act)
of
20%
or
more
of
any
class
of
equity
interests
in ENLK,
whether
through
a
tender
offer,
exchange
offer,
merger,
consolidation,
unit
exchange,
share
exchange,
business
combination,
recapitalization,
liquidation, dissolution,
or
other
similar
transaction;
provided
that
an
inquiry,
proposal,
or
offer
involving
the
direct
or
indirect
acquisition
of
beneficial
ownership
of
(x)
equity interests
of
ENLC
not
involving
the
direct
acquisition
of
equity
interests
in
ENLK,
(y)
equity
interests
of
ENLK
held
by
GIP
Stetson
I,
Acacia,
or
EMI,
or (z)
ENLK
Series
B
Units,
ENLK
Series
C
Units,
or
ENLK
Common
Units
issued
to
the
ENLK
Series
B
Unitholders
upon
conversion
thereof
shall
not
constitute an
"acquisition
proposal."
Notwithstanding
these
restrictions,
the
Merger
Agreement
provides
that,
at
any
time
prior
to
obtaining
the
ENLK
Unitholder
Approval,
EGP,
for
and
on behalf
of
ENLK,
may
furnish
any
information
to
or
enter
into
or
participate
in
discussions
or
negotiations
with,
any
person
that
makes
an
unsolicited,
written,
bona fide
acquisition
proposal
that
was
not
received
or
obtained
in
material
violation
of
the
"no
solicitation"
restrictions
(such
person
making
such
proposal,
a
"receiving party")
if:
·
the
ENLK
Board
and
the
ENLK
Conflicts
Committee,
after
consultation
with
their
respective
outside
legal
counsels
and
financial
advisors,
determine
in
good
faith
that
(a)
such
acquisition
proposal
constitutes
or
is
reasonably
likely
to
result
in
a
superior
proposal
(as
described
below)
and
(b)
failure
to
permit
EGP
to
furnish
information
to,
or
enter
into
or
participate
in
discussions
or
negotiations
with,
such
receiving
party
would
be
inconsistent
with
their
respective
98
Table
of
Contents
duties
to
the
holders
of
ENLK
Common
Units,
ENLK
Series
B
Units,
and
ENLK
Series
C
Units
under
applicable
law,
as
modified
by
the
ENLK Partnership
Agreement;
and
·
prior
to
EGP
furnishing
any
non-public
information
or
data
pertaining
to
the
ENLK
Group,
ENLK
receives
from
such
receiving
party
an
executed
confidentiality
agreement
with
customary
terms
and
conditions,
furnishes
a
copy
of
such
executed
confidentiality
agreement
to
ENLC,
and
notifies
ENLC
of
the
identity
of
such
receiving
party.
For
the
purposes
of
the
Merger
Agreement,
a
"superior
proposal"
means
an
unsolicited,
written,
bona
fide
acquisition
proposal
(provided
that
such
acquisition proposal
must
relate
to
50%
of
the
assets
of
the
ENLK
Group,
assets
representing
50%
of
the
Adjusted
EBITDA
of
the
ENLK
Group,
or
50%
of
the
equity interests
of
ENLK,
in
each
case,
rather
than
20%
as
provided
in
the
definition
of
"acquisition
proposal")
that
was
not
received
or
obtained
in
material
violation
of the
"no
solicitation"
restrictions
that
either
or
both
of
the
ENLK
Board
(upon
the
recommendation
of
the
ENLK
Conflicts
Committee)
or
the
ENLK
Conflicts Committee
has
determined
in
good
faith,
after
consultation
with
its
outside
financial
and
legal
advisors,
(a)
is
reasonably
likely
to
be
consummated
in
accordance with
its
terms,
taking
into
account
legal,
regulatory,
financial,
financing,
and
timing
aspects
of
the
proposal,
and
(b)
if
consummated,
would
be
more
favorable
to the
ENLK
Unaffiliated
Unitholders
from
a
financial
point
of
view
than
the
Merger,
taking
into
account,
at
the
time
of
determination,
any
changes
to
the
terms
of the
Merger
Agreement
that,
as
of
that
time,
have
been
proposed
in
writing
by
ENLC
in
connection
with
the
procedures
described
in
"--EGP
Recommendation
and EGP
Recommendation
Change."
EGP
has
also
agreed
to
advise
ENLC
orally
and
in
writing,
for
and
on
behalf
of
ENLK,
as
promptly
as
practicable
(and
in
any
event
within
24
hours
of receipt)
if
any
proposal,
offer,
inquiry,
or
other
contact
is
received
by,
any
information
is
requested
from,
or
any
discussions
or
negotiations
are
sought
to
be initiated
or
continued
with,
ENLK
in
respect
of
any
acquisition
proposal,
and,
in
any
such
notice,
indicate
the
identity
of
the
person
making
such
proposal,
offer, inquiry,
or
other
contact
and
the
terms
and
conditions
of
any
proposals
or
offers
or
the
nature
of
any
inquiries
or
contacts
(and
to
include
with
such
notice
copies
of any
written
materials
received
from
or
on
behalf
of
such
person
relating
to
such
proposal,
offer,
inquiry,
or
request).
ENLK
agrees
to
thereafter
keep
ENLC informed
on
a
reasonably
current
basis
of
all
material
developments
affecting
the
status
and
terms
of
any
such
proposals,
offers,
inquiries,
or
requests
(and
to promptly
provide
ENLC
with
copies
of
any
additional
material
written
materials
received
by
ENLK
or
that
ENLK
has
delivered
to
any
third
party
making
an acquisition
proposal
that
relate
to
such
proposals,
offers,
inquiries,
or
requests),
and
of
the
status
of
any
such
discussions
or
negotiations.
ENLK
has
also
agreed
that
any
violation
of
these
"no
solicitation"
restrictions
by
the
ENLK
Board
or
the
ENLK
Conflicts
Committee,
or
any
of
their respective
directors,
officers,
employees,
counsel,
investment
bankers,
financial
advisors,
and
other
representatives
at
their
direction,
will
constitute
a
breach
by ENLK
except
to
the
extent
any
such
directors,
officers,
employees,
counsel,
investment
bankers,
financial
advisors,
and
other
representatives
are
also
directors, officers,
employees,
counsel,
investment
bankers,
financial
advisors,
and
other
representatives
of
ENLC
and
are
acting
solely
on
behalf
of,
or
at
the
direction
of, ENLC.
The
Merger
Agreement
permits
ENLK,
EGP,
the
ENLK
Board,
and
the
ENLK
Conflicts
Committee
to
issue
"stop,
look
and
listen"
communications
pursuant to
Rule
14d-9(f)
or
comply
with
Rule
14d-9
and
Rule
14e-2
under
the
Exchange
Act
with
respect
to
an
acquisition
proposal
if
the
ENLK
Board
or
the
ENLK Conflicts
Committee
determines
in
good
faith
(after
consultation
with
outside
legal
counsel)
that
the
failure
to
take
such
action
would
be
reasonably
likely
to constitute
a
violation
of
applicable
law.
The
EGP
Recommendation
(as
described
below)
must
be
expressly
reaffirmed
in
any
such
communication
unless
a recommendation
change
has
been
made
in
accordance
with
the
Merger
Agreement.
99
Table
of
Contents
EGP
Recommendation
and
EGP
Recommendation
Change
The
ENLK
Board
and
the
ENLK
Conflicts
Committee
have
agreed
to
recommend
that
the
ENLK
Voting
Unitholders
vote
in
favor
of
approval
of
the
Merger Agreement
(the
"EGP
Recommendation"),
and
have
agreed
not
to:
(a)
withdraw,
modify,
or
qualify,
or
propose
publicly
to
withdraw,
modify,
or
qualify,
in
a manner
adverse
to
ENLC,
the
EGP
Recommendation,
(b)
if
any
acquisition
proposal
has
been
made
public,
fail
to
issue
a
press
release
recommending
against
such acquisition
proposal
and
reaffirming
the
EGP
Recommendation,
if
requested
by
ENLC
in
writing,
within
the
earlier
of
(x)
five
business
days
after
such
written request
and
(y)
two
business
days
before
the
ENLK
Unitholder
Meeting
(provided
that
ENLC
may
only
make
such
request
once
with
respect
to
a
particular acquisition
proposal
unless
such
acquisition
proposal
is
materially
modified,
in
which
case
ENLC
may
make
such
request
once
with
respect
to
each
such
material modification),
(c)
fail
to
announce
publicly,
within
ten
business
days
after
a
tender
offer
or
exchange
offer
relating
to
any
securities
of
ENLK
has
been commenced,
that
the
ENLK
Board
and
the
ENLK
Conflicts
Committee
recommend
rejection
of
such
tender
or
exchange
offer,
(d)
fail
to
include
the
EGP Recommendation
in
this
joint
information
statement/proxy
statement/prospectus,
or
(e)
resolve
or
publicly
propose
to
do
any
of
the
foregoing.
Each
of
the foregoing
actions
is
referred
to
as
a
"recommendation
change."
The
above-described
agreements
and
restrictions
notwithstanding,
at
any
time
prior
to
obtaining
the
ENLK
Unitholder
Approval,
either
or
both
of
the
ENLK Board
(upon
the
recommendation
of
the
ENLK
Conflicts
Committee)
or
the
ENLK
Conflicts
Committee
may
make
a
recommendation
change
if,
after
consultation with
its
or
their
respective
outside
legal
counsel(s)
and
financial
advisor(s),
the
ENLK
Board
(upon
the
recommendation
of
the
ENLK
Conflicts
Committee), and/or
the
ENLK
Conflicts
Committee
(as
the
case
may
be)
determines
in
good
faith
that
the
failure
to
make
a
recommendation
change
would
be
inconsistent
with their
respective
duties
to
the
holders
of
ENLK
Common
Units,
ENLK
Series
B
Units,
and
ENLK
Series
C
Units
under
applicable
law,
as
modified
by
the
ENLK Partnership
Agreement.
The
foregoing
notwithstanding,
(a)
no
such
adverse
recommendation
change
may
be
made
other
than
in
response
to
a
superior
proposal that
did
not
result
from
a
breach
of
the
restrictions
described
in
"--No
Solicitation
by
ENLK
of
Acquisition
Proposal"
or
an
intervening
event
(as
described
below) and
(b)
neither
the
ENLK
Board
nor
the
ENLK
Conflicts
Committee
may
exercise
its
right
to
make
a
recommendation
change
unless:
·
the
ENLK
Board
or
the
ENLK
Conflicts
Committee
(as
the
case
may
be)
has
provided
prior
written
notice
to
ENLC
specifying
in
reasonable
detail
the
reasons
for
making
a
recommendation
change
(including,
in
the
case
of
a
superior
proposal,
the
material
terms
of
such
superior
proposal,
the
identity
of
the
person
making
such
superior
proposal,
and
complete
copies
of
any
written
proposal
or
offer
(including
proposed
agreements),
and
in
the
case
of
an
intervening
event,
a
reasonably
detailed
description
of
such
intervening
event)
at
least
four
days
in
advance
of
its
intention
to
take
action
with
respect
to
a
recommendation
change,
unless
at
the
time
such
notice
is
required
to
be
given
there
are
less
than
four
days
prior
to
the
ENLK
Unitholder
Meeting,
in
which
case,
the
ENLK
Board
or
the
ENLK
Conflicts
Committee
(as
the
case
may
be)
shall
provide
as
much
notice
as
is
reasonably
practicable
(the
period
inclusive
of
all
such
days,
the
"notice
period");
and
·
during
the
notice
period,
the
ENLK
Board
and/or
the
ENLK
Conflicts
Committee
(as
the
case
may
be)
has
(i)
negotiated
with
ENLC
and
the
ENLC
Conflicts
Committee
in
good
faith
(to
the
extent
they
desire
to
negotiate)
to
make
such
adjustments
in
the
terms
and
conditions
of
the
Merger
Agreement
so
that
the
failure
to
effect
such
recommendation
change
would
not
be
inconsistent
with
the
respective
duties
of
the
ENLK
Board
and
the
ENLK
Conflicts
Committee
to
ENLK
Unaffiliated
Unitholders
under
applicable
law,
as
modified
by
the
ENLK
Partnership
Agreement,
and
(ii)
kept
ENLC
and
the
ENLC
Conflicts
Committee
reasonably
informed
with
respect
to,
(x)
if
such
recommendation
change
is
made
in
response
to
a
superior
proposal,
the
status
and
changes
in
the
material
terms
and
conditions
of
such
superior
proposal
(it
being
100
Table
of
Contents
understood
that
any
change
in
the
purchase
price
in
such
superior
proposal
shall
be
deemed
a
material
amendment),
and
(y)
if
such
recommendation change
is
made
in
response
to
an
intervening
event,
any
changes
in
circumstances
related
to
such
intervening
event.
Any
material
amendment
to
the
terms
of
a
superior
proposal,
if
applicable,
will
require
a
new
notice
and
notice
period,
except
that
such
new
notice
period
in connection
with
any
material
amendment
shall
be
for
two
days
from
the
time
ENLC
receives
such
notice
(as
opposed
to
four
days).
For
the
purposes
of
the
Merger
Agreement,
an
"intervening
event"
means
any
material
event,
development,
or
change
in
circumstances
that
arises
or
occurs after
the
date
of
execution
of
the
Merger
Agreement
and
(a)
was
not
known
by
or
reasonably
foreseeable
to
the
ENLK
Board
or
the
ENLK
Conflicts
Committee,
as the
case
may
be,
as
of
the
date
of
execution
of
the
Merger
Agreement
(or
if
known,
the
magnitude
or
material
consequences
of
which
were
not
known
by
the ENLK
Board
or
the
ENLK
Conflicts
Committee,
as
the
case
may
be,
as
of
such
date),
and
(b)
becomes
known
to
or
by
the
ENLK
Board
or
the
ENLK
Conflicts Committee,
as
the
case
may
be,
prior
to
obtaining
the
ENLK
Unitholder
Approval,
except
that
the
following
events,
developments,
or
changes
in
circumstances will
not
constitute
an
"intervening
event":
(i)
the
receipt,
existence,
or
terms
of
an
acquisition
proposal
or
any
matter
relating
thereto
or
consequence
thereof, (ii)
any
event,
development,
or
change
in
circumstances
resulting
from
any
action
taken
or
omitted
by
the
members
of
the
ENLK
Group
that
is
required
to
be
taken or
omitted
by
the
members
of
the
ENLK
Group
pursuant
to
this
Agreement,
and
(iii)
any
matters
generally
affecting
the
industry
in
which
ENLK
operates
as
a whole,
except
where
the
impact
on
the
members
of
the
ENLK
Group,
taken
as
a
whole,
is
not
materially
disproportionate
to
the
impact
on
similarly
situated parties.
Merger
Consideration
The
Merger
Agreement
provides
that,
at
the
Effective
Time,
each
ENLK
Public
Unit
issued
and
outstanding
immediately
prior
to
the
Effective
Time
will
be converted
into
the
right
to
receive
1.15
ENLC
Common
Units
(the
"Merger
Consideration").
ENLC
will
not
issue
any
fractional
units
in
the
Merger.
Instead,
all
fractional
ENLC
Common
Units
that
an
ENLK
Public
Unitholder
would
otherwise
be entitled
to
receive
as
consideration
in
the
Merger
will
be
aggregated
and
then,
if
a
fractional
ENLC
Common
Unit
results
from
that
aggregation,
be
rounded
up
to the
nearest
whole
ENLC
Common
Unit.
Other
Effects
of
the
Merger
Treatment
of
ENLK
Series
B
Units
and
ENLK
Series
C
Units
The
Merger
Agreement
provides
that,
at
the
Effective
Time,
(a)
all
of
the
ENLK
Series
B
Units
issued
and
outstanding
immediately
prior
to
the
Effective Time
will,
at
the
Effective
Time,
continue
to
be
issued
and
outstanding
and
represent
limited
partner
interests
in
the
surviving
entity,
and
the
terms
thereof
will
be amended
as
set
forth
in
the
Amended
ENLK
Partnership
Agreement,
and
(b)
all
of
the
ENLK
Series
C
Units
issued
and
outstanding
immediately
prior
to
the Effective
Time
will,
at
the
Effective
Time,
continue
to
be
issued
and
outstanding
and
represent
limited
partner
interests
in
the
surviving
entity.
No
consideration will
be
delivered
by
the
holders
of
such
ENLK
Series
B
Units
and
ENLK
Series
C
Units
in
respect
thereof.
Treatment
of
ENLK-Owned
and
ENLC-Owned
Interests
The
Merger
Agreement
provides
that,
at
the
Effective
Time,
(a)
any
ENLK
Common
Units
that
are
owned
immediately
prior
to
the
Effective
Time
by
ENLK will
automatically
be
cancelled
and
cease
to
exist,
(b)
all
of
the
(i)
ENLK
Common
Units
owned
immediately
prior
to
the
Effective
Time
by
the
ENLC
Group
and (ii)
the
general
partner
interest
in
ENLK
owned
immediately
prior
to
the
Effective
101
Table
of
Contents
Time
by
EGP,
in
each
case,
will
be
unaffected
by
the
Merger
and
will
remain
outstanding
in
the
surviving
entity
as
set
forth
in
the
Amended
ENLK
Partnership Agreement,
and
such
ENLK
Common
Units
and
general
partner
interest
will
continue
to
represent
partnership
interests
in
the
surviving
entity,
and
(c)
the
Incentive Distribution
Rights
will
be
cancelled
and
cease
to
exist.
Treatment
of
ENLK
Equity
Awards
The
Merger
Agreement
provides
that,
at
the
Effective
Time,
each
ENLK
Equity
Award
will
automatically
be
converted,
without
any
action
on
the
part
of
the holder
thereof,
into
the
right
to
receive
a
comparable
award
with
respect
to
ENLC
Common
Units
as
follows:
·
Each
ENLK
Equity
Award
consisting
of
ENLK
Restricted
Incentive
Units
will
be
converted
into
an
award
with
respect
to
ENLC
Common
Units
(i.e.,
as
an
ENLC
Replacement
RIU
Award)
with
substantially
the
same
terms
as
were
in
effect
immediately
prior
to
the
Effective
Time,
provided
that
such
ENLC
Replacement
RIU
Award
will
relate
to
a
number
of
ENLC
Common
Units
equal
to
the
number
of
ENLK
Common
Units
subject
to
such
ENLK
Equity
Award
multiplied
by
the
Exchange
Ratio,
rounded
up
to
the
nearest
whole
unit.
·
Each
ENLK
Equity
Award
consisting
of
ENLK
Performance
Units
will
be
converted
into
an
award
with
respect
to
ENLC
Common
Units
(i.e.,
as
an
ENLC
Replacement
PU
Award)
with
substantially
the
same
terms
as
were
in
effect
immediately
prior
to
the
Effective
Time,
provided
that
(a)
such
ENLC
Replacement
PU
Award
will
relate
to
a
number
of
ENLC
Common
Units
equal
to
the
number
of
ENLK
Common
Units
subject
to
such
ENLK
Equity
Award
multiplied
by
the
Exchange
Ratio,
rounded
up
to
the
nearest
whole
unit,
and
(b)
the
performance
metric
applicable
to
such
ENLK
Equity
Award
will
be
modified
such
that
the
performance
metric,
as
modified,
will,
on
a
weighted
average
basis,
relate
to
the
average
TSR
performance
of
ENLK
and
ENLC
relative
to
the
TSR
performance
of
the
"Peer
Companies"
(as
defined
in
the
applicable
award
agreements)
with
respect
to
periods
preceding
the
Effective
Time
and
relate
solely
to
the
TSR
performance
of
ENLC
relative
to
the
Peer
Companies
with
respect
to
periods
on
and
after
the
Effective
Time.
·
Each
ENLK
Equity
Award
consisting
of
EnLink
Unit
Options,
will
be
converted
into
an
award
with
respect
to
ENLC
Common
Units
(i.e.,
as
an
ENLC
Replacement
Option
Award)
with
substantially
the
same
terms
as
were
in
effect
immediately
prior
to
the
Effective
Time,
provided
that
such
ENLC
Replacement
Option
Award
will
(a)
relate
to
a
number
of
ENLC
Common
Units
equal
to
the
number
of
ENLK
Common
Units
subject
to
such
ENLK
Equity
Award
multiplied
by
the
Exchange
Ratio,
rounded
down
to
the
nearest
whole
unit,
and
(b)
have
an
exercise
price
per
each
applicable
ENLC
Common
Unit
equal
to
the
exercise
price
in
respect
of
an
ENLK
Common
Unit
under
such
ENLK
Equity
Award
divided
by
the
Exchange
Ratio,
rounded
up
to
the
nearest
whole
cent.
Treatment
of
Certain
ENLC
Equity
Awards
The
Merger
Agreement
provides
that,
at
the
Effective
Time,
each
ENLC
Equity
Award
consisting
of
ENLC
Performance
Units
will
automatically
be modified,
without
any
action
on
the
part
of
the
holder
thereof,
in
respect
of
the
performance
metric
applicable
thereto.
The
performance
metric,
as
modified,
will, on
a
weighted
average
basis,
relate
to
the
average
TSR
performance
of
ENLK
and
ENLC
relative
to
a
designated
set
of
Peer
Companies
in
respect
of
periods preceding
the
Effective
Time
and
relate
solely
to
the
TSR
performance
of
ENLC
relative
to
the
TSR
performance
of
the
"Peer
Companies"
(as
defined
in
the applicable
award
agreements)
with
respect
to
periods
preceding
the
Effective
Time
and
relate
solely
to
the
TSR
performance
of
ENLC
relative
to
the
Peer Companies
with
respect
to
periods
on
and
after
the
Effective
Time.
102
Table
of
Contents
Effect
of
the
Merger
on
the
ENLK
Long-Term
Incentive
Plan
and
ENLC
Long-Term
Incentive
Plan
At
the
Effective
Time,
ENLC
will
assume
all
obligations
under
the
ENLK
Long-Term
Incentive
Plan
(including
all
obligations
with
respect
to
the
ENLC Replacement
RIU
Awards,
ENLC
Replacement
PU
Awards,
and
ENLC
Replacement
Option
Awards).
Upon
assumption
of
the
ENLK
Long-Term
Incentive
Plan, such
plan
will
relate
to
ENLC
Common
Units
and
no
additional
grants
of
awards
will
be
made
thereunder.
The
remaining
ENLK
Common
Units
available
for grant
under
the
ENLK
Long-Term
Incentive
Plan
will
be
included
among
the
ENLC
Common
Units
available
for
grant
under
the
ENLC
Long-Term
Incentive Plan.
Accordingly,
such
number
of
remaining
ENLK
Common
Units
will
relate
to
ENLC
Common
Units
at
the
Effective
Time,
which
number
of
ENLC
Common Units
will
be
determined
by
multiplying
the
number
of
such
remaining
ENLK
Common
Units
by
the
Exchange
Ratio
and,
if
necessary,
rounding
the
resulting number
down
to
the
nearest
whole
unit.
Adjustments
to
Prevent
Dilution
Prior
to
the
Effective
Time,
the
Exchange
Ratio
will
be
appropriately
adjusted
to
reflect
fully
the
effect
of
any
unit
dividend,
subdivision,
reclassification, recapitalization,
split,
split-up,
unit
distribution,
combination,
exchange
of
units,
or
similar
transaction
and
to
provide
the
ENLK
Public
Unitholders
the
same economic
effect
as
contemplated
by
the
Merger
Agreement
prior
to
such
event.
Withholding
ENLC,
ENLK,
and
the
exchange
agent
will
be
entitled
to
deduct
and
withhold
from
the
Merger
Consideration
otherwise
payable
to
any
person
pursuant
to
the Merger
Agreement
such
amounts
as
are
required
to
be
deducted
and
withheld
with
respect
to
the
making
of
such
payment
under
the
Internal
Revenue
Code
of 1986,
as
amended
(the
"Code"),
or
under
any
provision
of
applicable
U.S.
federal,
state,
local,
or
non-U.S.
tax
law.
To
the
extent
such
deduction
and
withholding
is required,
such
deduction
and
withholding
may
be
taken
in
ENLC
Common
Units.
To
the
extent
amounts
are
so
withheld
and
timely
paid
over
to
the
appropriate
tax authority,
such
withheld
amounts
will
be
treated
for
all
purposes
of
the
Merger
Agreement
as
having
been
paid
to
the
person
with
respect
to
whom
such withholding
was
made.
If
such
withholding
is
taken
in
ENLC
Common
Units,
ENLC
or
the
exchange
agent
will
be
treated
as
having
sold
such
ENLC
Common Units
for
an
amount
of
cash
equal
to
the
fair
market
value
of
such
ENLC
Common
Units
at
the
time
of
such
deemed
sale
and
paid
cash
proceeds
to
the
appropriate tax
authority.
Distributions
The
Merger
Agreement
provides
that
no
distributions
declared
or
made
with
respect
to
ENLC
Common
Units
issued
in
the
Merger
will
be
paid
to
the
holder of
any
unsurrendered
certificates
or
book-entry
units
until
such
certificates
or
book-entry
units
are
surrendered.
Following
such
surrender,
subject
to
the
effect
of escheat,
tax,
or
other
applicable
law,
ENLC
will
(a)
cause
the
exchange
to
pay,
without
interest,
promptly
after
the
time
of
such
surrender,
the
amount
of
all distributions,
if
any,
not
previously
paid
to
the
holder
of
such
certificates
or
book-entry
units
that
are
payable
in
respect
of
ENLC
Common
Units
issued
with respect
thereto
that
have
a
record
date
after
the
Effective
Time
and
a
payment
date
on
or
prior
to
the
date
of
such
surrender,
and
(b)
at
the
appropriate
payment date,
pay
to
the
holder
of
ENLC
Common
Units
issuable
with
respect
to
such
certificates
or
book-entry
units
the
amount
of
distributions
payable
in
respect
of
such ENLC
Common
Units
that
have
a
record
date
after
the
Effective
Time
and
prior
to
the
date
of
surrender
but
with
a
payment
date
subsequent
to
such
surrender.
For purposes
of
distributions
in
respect
of
ENLC
Common
Units,
all
ENLC
Common
Units
to
be
issued
pursuant
to
the
Merger
shall
be
entitled
to
distributions
as
if issued
and
outstanding
as
of
the
Effective
Time.
103
Table
of
Contents
The
Merger
Agreement
further
provides
that,
prior
to
the
Effective
Time,
ENLK
will
deposit
with
its
transfer
agent
the
aggregate
amount
of
all
declared
but unpaid
distributions
payable
in
respect
of
ENLK
Public
Units
that
have
a
record
date
prior
to
the
Effective
Time
but
have
a
payment
date
after
the
Effective
Time, and
ENLC
will
cause
the
transfer
agent
to
pay
such
distributions
to
the
applicable
ENLK
Public
Unitholder
on
the
payment
date
of
such
distributions.
In
addition,
the
parties
have
agreed
that
from
the
date
of
execution
of
the
Merger
Agreement
until
the
Effective
Time,
EGP
will
(and
ENLC
will
cause
its representatives
on
the
ENLK
Board
to)
determine,
declare,
and
cause
ENLK
to
pay
regular
quarterly
cash
distributions
on
ENLK
Common
Units
for
each
quarter in
accordance
with
the
ENLK
Partnership
Agreement
and
in
the
ordinary
course
of
business
consistent
with
past
practice
(including
with
respect
to
record
and payment
dates),
and
such
regular
quarterly
cash
distributions
shall
not
be
less
than
$0.39
per
ENLK
Common
Unit
without
a
separate
determination
and
approval from
the
ENLK
Conflicts
Committee.
The
parties
have
agreed
that
EGP
will
(and
ENLC
will
cause
its
representatives
on
the
ENLK
Board
to),
for
the
quarterly cash
distribution
relating
to
the
quarter
immediately
prior
to
the
quarter
in
which
the
closing
occurs,
designate
as
the
record
date
a
date
preceding
the
Effective Time.
Subject
to
the
foregoing
agreements,
ENLC
and
ENLK
have
agreed
that,
from
the
date
of
execution
of
the
Merger
Agreement
until
the
Effective
Time,
to coordinate
with
one
another
regarding
the
declaration
of
distributions
in
respect
of
ENLC
Common
Units
and
ENLK
Common
Units,
and
the
record
and
payment dates
relating
thereto,
so
that
ENLK
Common
Unitholders
will
not
receive,
for
any
quarter,
distributions
in
respect
of
both
ENLK
Common
Units
and
ENLC Common
Units
that
they
receive
in
exchange
therefor
in
the
Merger,
but
instead
will
receive
either
distributions
in
respect
of
ENLK
Common
Units
only
or distributions
of
ENLC
Common
Units
received
in
exchange
therefor
in
the
Merger
only.
Conduct
of
Business
Prior
to
Closing
Under
the
Merger
Agreement,
each
of
ENLC
and
ENLK
has
undertaken
certain
covenants
that
place
restrictions
on
it
and
its
respective
subsidiaries
from
the date
of
execution
of
the
Merger
Agreement
until
the
Effective
Time.
In
general,
each
of
the
parties
has
agreed
to,
and
to
cause
each
member
of
the
ENLC
Group and
the
ENLK
Group,
as
applicable,
to
conduct
its
business
in
the
ordinary
course
consistent
with
past
practice.
EGP
has
also
agreed,
during
such
period,
not
to,
and
not
to
permit
ENLK
to,
take
any
action
to
cause
the
amendment
of
the
ENLK
Partnership
Agreement
or the
EGP
LLC
Agreement,
in
each
case,
to
the
extent
that
any
such
change
or
amendment
would
reasonably
be
expected
to
(a)
prohibit,
prevent,
or
materially hinder,
impede,
or
delay
the
ability
of
the
parties
to
satisfy
any
conditions
to,
or
the
consummation
of,
the
Transactions,
or
(b)
adversely
impact
the
ENLK
Public Unitholders
in
any
material
respect.
ENLC
has
also
agreed,
during
such
period,
not
to,
and
not
to
permit
any
member
of
the
ENLC
Group
to,
undertake
any
of
the
following
actions:
·
amend
ENLC's
certificate
of
formation
or
the
ENLC
Operating
Agreement
(whether
by
merger,
consolidation,
conversion,
or
otherwise)
in
any
manner;
·
declare,
authorize,
set
aside,
or
pay
any
distribution
payable
in
cash,
equity
interests,
or
property
in
respect
of
any
ENLC
Common
Units,
other
than
(a)
regular
quarterly
cash
distributions
in
respect
of
the
ENLC
Common
Units
in
the
ordinary
course
of
business
and
(b)
distributions
with
a
record
date
after
the
Effective
Time;
·
merge,
consolidate,
or
enter
into
any
other
business
combination
transaction
or
agreement
with
any
person;
104
Table
of
Contents
·
solely
with
respect
to
ENLC,
adopt
a
plan
or
agreement
of
complete
or
partial
liquidation,
dissolution,
restructuring,
recapitalization,
or
a
plan
or
agreement
of
reorganization
under
any
bankruptcy
or
similar
law
or
effect
any
other
similar
transaction;
·
split,
combine,
divide,
subdivide,
reverse
split,
reclassify,
recapitalize,
or
effect
any
other
similar
transaction
with
respect
to
any
of
ENLC's
equity
interests;
·
issue,
deliver,
or
sell
any
equity
interests
of
ENLC
for
cash,
provided
that
the
ability
of
ENLC
to
make
equity-based
grants
to
its
employees,
officers,
and
directors
pursuant
to
its
employee
benefit
plans
is
not
restricted
or
limited
and
the
vesting,
settlement,
and/or
payment,
or
the
acceleration
of
the
vesting,
settlement,
and/or
payment,
of
any
awards
in
respect
of
ENLC
Common
Units
or
other
equity-based
awards
in
accordance
with
the
terms
of
any
existing
equity-based,
bonus,
incentive,
performance,
or
other
compensation
plan
or
arrangement
or
employee
benefit
plan
(including,
without
limitation,
in
connection
with
any
equity-based
award
holder's
termination
of
service)
is
not
restricted;
·
waive,
release,
assign,
settle,
or
compromise
any
proceedings
seeking
damages
or
an
injunction
or
other
equitable
relief
where
such
waivers,
releases,
assignments,
settlements,
or
compromises
would,
in
the
aggregate,
reasonably
be
expected
to
have
a
material
adverse
effect
with
respect
to
the
ENLC
Group;
or
·
(a)
agree,
in
writing
or
otherwise,
to
take
any
of
the
foregoing
actions,
or
(b)
take
any
action
or
agree,
in
writing
or
otherwise,
to
take
any
action,
including
proposing
or
undertaking
any
merger,
consolidation,
or
acquisition,
in
each
case,
that
would
reasonably
be
expected
to
prohibit,
prevent,
or
materially
hinder,
impede,
or
delay
the
ability
of
the
parties
to
satisfy
any
of
the
conditions
to,
or
the
consummation
of,
the
Transactions.
The
obligations
of
the
parties
pursuant
to
the
covenants
described
above
are
subject
to
(x)
the
provisions
of
the
Merger
Agreement
or
any
material
contract binding
a
member
of
the
ENLK
Group
(and,
with
respect
to
ENLC,
a
member
of
the
ENLC
Group)
in
effect
as
of
the
date
of
execution
of
the
Merger
Agreement, (y)
the
requirements
of
applicable
law,
or
(z)
the
consent
in
writing
of
the
other
parties
(which
consent
shall
not
be
unreasonably
withheld,
delayed,
or conditioned).
Regulatory
Approvals
See
"The
Merger--Regulatory
Approvals
Required
for
the
Merger"
for
a
description
of
the
material
regulatory
requirements
for
completion
of
the Transactions.
The
parties
have
agreed
to
cooperate
fully
with
respect
to
any
filing,
submission,
or
communication
with
any
governmental
authority
having
jurisdiction
over the
Transactions,
including
filings
pursuant
to
the
HSR
Act
with
respect
to
the
Transactions.
Indemnification
and
Insurance
The
Merger
Agreement
provides
that,
from
and
after
the
Effective
Time,
to
the
maximum
extent
permitted
by
applicable
law,
ENLC
and
ENLK
(in
its capacity
as
the
surviving
entity)
have
agreed
to,
and
have
agreed
to
cause
the
subsidiaries
of
the
surviving
entity
to,
indemnify
and
hold
harmless
against,
and provide
advancement
of
expenses
for,
(a)
the
reasonable
costs
or
expenses
(including
reasonable
attorneys'
fees
and
all
other
reasonable
costs,
expenses,
and obligations)
paid
or
incurred
in
connection
with
investigating,
defending,
being
a
witness
in,
or
participating
in
(including
on
appeal),
or
preparing
to
investigate, defend,
be
a
witness
in,
or
participate
in,
any
proceeding
arising
from
acts
or
omissions
occurring
at
or
prior
to
the
Effective
Time,
and
(b)
judgments,
fines,
losses, claims,
damages,
or
liabilities,
penalties
and
amounts
paid
in
settlement
in
connection
with
any
actual
or
threatened
proceeding
arising
from
acts
or
omissions occurring
at
or
prior
to
the
Effective
Time,
to,
any
person
who
is,
was,
or
becomes
at
any
time
prior
to
the
Effective
Time,
an
officer,
director,
or
manager
of
any
105
Table
of
Contents
member
of
the
ENLK
Group
or
EGP,
or
who
is
serving,
served,
or
at
any
time
prior
to
the
Effective
Time
serves,
as
an
officer,
director,
member,
general
partner, fiduciary,
or
trustee
of
any
other
legal
entity
at
the
request
of
any
member
of
the
ENLK
Group
or
EGP
(any
such
person,
together
with
their
heirs,
executors,
or administrators,
an
"indemnified
party").
In
addition,
ENLC
and
ENLK
(in
its
capacity
as
the
surviving
entity)
have
agreed
to,
and
have
agreed
to
cause
the
subsidiaries
of
the
surviving
entity
to, (a)
honor
all
indemnification,
advancement
of
expenses,
elimination
of
liability,
and
exculpation
from
liabilities
for
acts
or
omissions
occurring
at
or
prior
to
the Effective
Time
(including
the
Transactions)
existing
in
favor
of
the
indemnified
parties
on
the
date
of
execution
of
the
Merger
Agreement
as
provided
in
the organization
documents
of
the
members
of
the
ENLK
Group,
under
applicable
law,
or
otherwise,
and
(b)
ensure
that
the
organizational
documents
of
ENLK
and EGP
(or
their
successors)
will,
for
a
period
of
six
years
from
the
Effective
Time,
contain
provisions
substantially
no
less
advantageous
with
respect
to
matters
than are
set
forth
in
the
organizational
documents
of
ENLK
and
EGP
as
of
the
date
of
execution
of
the
Merger
Agreement.
ENLC
and
ENLK
(in
its
capacity
as
the
surviving
entity)
agree
to
maintain
in
effect
for
six
years
from
the
Effective
Time
directors'
and
officers'
liability insurance
on
terms
substantially
no
less
advantageous
to
the
indemnified
parties
than
existing
policies
as
of
the
date
of
execution
of
the
Merger
Agreement, covering
acts
or
omissions
occurring
at
or
prior
to
the
Effective
Time
with
respect
to
the
indemnified
parties,
provided
that
in
no
event
will
ENLC
or
ENLK
(in
its capacity
as
the
surviving
entity)
be
required
to
pay
an
annual
premium
in
excess
of
300%
of
the
annual
premium
paid
as
of
the
date
of
execution
of
the
Merger Agreement.
ENLC
and
ENLK
(in
its
capacity
as
the
surviving
entity)
may
purchase
a
six-year
"tail"
policy
in
satisfaction
of
these
obligations.
Certain
Tax
Matters
For
U.S.
federal
income
tax
purposes
(and
for
purposes
of
any
applicable
state,
local,
or
foreign
tax
that
follows
the
U.S.
federal
income
tax
treatment),
the parties
have
agreed
to
treat
the
Merger
(a)
with
respect
to
ENLK
Public
Unitholders,
as
a
taxable
sale
of
such
ENLK
Public
Units
to
ENLC
and
(b)
with
respect
to ENLC,
as
a
purchase
by
ENLC
of
such
ENLK
Public
Units
from
the
holders
thereof.
The
parties
have
agreed
to
prepare
and
file
all
tax
returns
consistent
with
the foregoing
and
have
agreed
not
to
take
any
inconsistent
position
on
any
tax
return,
or
during
the
course
of
any
proceeding
with
respect
to
taxes,
except
as
otherwise required
by
applicable
law
following
a
final
determination
by
a
court
of
competent
jurisdiction
or
other
administrative
settlement
with
or
final
administrative decision
by
the
relevant
governmental
authority.
Section
16
Matters
Prior
to
the
Effective
Time,
ENLK
and
ENLC
have
agreed
to
take
all
steps
as
may
be
necessary
or
appropriate
to
cause
the
Transactions,
including
any dispositions
or
acquisitions
of
ENLK
Common
Units
(including
derivative
securities
with
respect
to
ENLK
Common
Units)
resulting
from
the
Transactions
by
any individual
who
is
subject
to
the
reporting
requirements
of
Section
16(a)
of
the
Exchange
Act
with
respect
to
ENLK,
or
will
become
subject
to
such
reporting requirements
with
respect
to
ENLC,
to
be
exempt
under
Rule
16b-3
promulgated
under
the
Exchange
Act.
Other
Covenants
and
Agreements
The
Merger
Agreement
also
contains
other
covenants
relating
to
cooperation
in
the
preparation
of
this
joint
information
statement/proxy
statement/prospectus and
additional
agreements
relating
to,
among
other
things,
access
to
information,
confidentiality;
cooperation
in
respect
of
securityholder
litigation
relating
to
the Merger
Agreement
or
the
Transactions;
public
announcements;
the
parties'
use
of
reasonable
best
efforts
to
cause
the
consummation
of
the
Transactions;
the
listing on
the
NYSE
of
106
Table
of
Contents
the
ENLC
Common
Units
to
be
issued
as
the
Merger
Consideration;
the
termination
of
trading,
delisting,
and
deregistration
under
the
Exchange
Act
of
the
ENLK Common
Units;
the
registration
of
ENLC
Common
Units
issuable
in
respect
of
the
ENLC
Replacement
RIU
Awards,
ENLC
Replacement
PU
Awards,
and
ENLC Replacement
Option
Awards
described
in
"--Treatment
of
ENLK
Equity
Awards"
and
the
additional
ENLC
Common
Units
available
for
grant
under
the
ENLC Long-Term
Incentive
Plan
described
in
"--Effect
of
the
Merger
on
the
ENLK
Long-Term
Incentive
Plan
and
ENLC
Long-Term
Incentive
Plan;"
the
applicability of
takeover
statutes;
and
the
allocation
of
expenses
among
the
parties.
Termination
of
the
Merger
Agreement
The
Merger
Agreement
may
be
terminated
at
any
time
prior
to
the
Effective
Time
by
the
mutual
written
agreement
of
(a)
ENLK,
duly
authorized
by
the ENLK
Conflicts
Committee,
and
(b)
ENLC,
duly
authorized
by
the
ENLC
Board.
The
Merger
Agreement
may
be
terminated
at
any
time
prior
to
the
Effective
Time
by
ENLK
or
ENLC
if:
·
the
Effective
Time
has
not
occurred
on
or
before
June
30,
2019
(the
"outside
date");
provided
that
the
right
to
terminate
the
Merger
Agreement
on
this
basis
will
not
be
available
(a)
to
ENLK
if
EGP
or
ENLK
fails
to
perform
or
observe
in
any
material
respect,
or
to
ENLC
if
EMM,
ENLC,
or
Merger
Sub
fails
to
perform
or
observe
in
any
material
respect,
any
of
their
respective
obligations
under
the
Merger
Agreement
in
any
manner
that
is
the
principal
cause
of,
or
resulted
in,
the
failure
of
the
Effective
Time
to
occur
on
or
before
such
date
or
(b)
to
any
party
if
any
other
party
has
filed
(and
is
then
pursuing)
an
action
seeking
specific
performance
in
accordance
with
the
Merger
Agreement;
·
a
governmental
authority
has
issued
an
order,
decree,
or
ruling
or
taken
any
other
action
(including
the
enactment
of
any
law)
permanently
restraining,
enjoining,
or
otherwise
prohibiting
the
Transactions
and
such
order,
decree,
ruling,
or
other
action
(including
the
enactment
of
any
law)
shall
have
become
final
and
non-appealable;
provided
that
the
party
seeking
to
terminate
the
Merger
Agreement
on
this
basis
must
have
complied
with
its
obligations
with
respect
to
the
holding
of
the
ENLK
Unitholder
Meeting,
the
EGP
Recommendation,
the
use
of
reasonable
best
efforts
to
cause
the
consummation
of
the
Transactions,
and
cooperation
to
obtain
required
regulatory
approvals;
or
·
the
ENLK
Unitholder
Meeting
has
concluded,
a
vote
upon
the
approval
of
the
Merger
Agreement
has
been
taken,
and
the
ENLK
Unitholder
Approval
has
not
been
obtained.
The
Merger
Agreement
may
be
terminated
at
any
time
prior
to
the
Effective
Time
by
ENLK
if:
·
there
is
a
breach
by
EMM,
ENLC,
or
Merger
Sub
of
any
of
their
respective
representations,
warranties,
covenants,
or
agreement
in
the
Merger
Agreement,
which
breach
or
failure
(a)
would
(if
it
occurred
or
was
continuing
as
of
the
closing
date)
result
in
a
failure
of
the
conditions
to
closing
relating
to
the
truthfulness
and
correctness
of
the
representations
and
warranties
of,
or
compliance
with
their
respective
covenants
and
agreements
under
the
Merger
Agreement
by,
EMM,
ENLC,
and
Merger
Sub,
and
(b)
is
incapable
of
being
cured
or
is
not
cured
within
30
days
following
the
receipt
of
notice
of
such
breach,
provided
that
ENLK
may
not
terminate
the
Merger
Agreement
on
this
basis
if,
at
such
time,
the
conditions
to
closing
relating
to
the
truthfulness
and
correctness
of
the
representations
and
warranties
of,
and
compliance
with
their
respective
covenants
and
agreements
under
the
Merger
Agreement
by,
EGP
and
ENLK
cannot
be
satisfied
(with
or
without
the
passage
of
time);
or
·
at
any
time
prior
to
obtaining
the
ENLK
Unitholder
Approval,
if
ENLK
has
received
an
acquisition
proposal
that,
(a)
constitutes
a
superior
proposal
and
(b)
the
ENLK
Board
(upon
the
107
Table
of
Contents
recommendation
of
the
ENLK
Conflicts
Committee)
or
the
ENLK
Conflicts
Committee
determines
in
good
faith,
after
consultation
with
its
or
their respective
outside
legal
counsel(s)
and
financial
advisor(s),
that
the
failure
to
terminate
the
Merger
Agreement
would
be
inconsistent
with
its
or their
respective
duties
to
the
ENLK
Unaffiliated
Unitholders
under
applicable
law,
provided
that
ENLK
must
have
complied
in
all
material
respects with
the
terms
of
the
Merger
Agreement
in
connection
therewith,
including
the
covenants
regarding
"no
solicitation"
(as
described
above
in
"--No Solicitation
by
ENLK
of
Acquisition
Proposals")
and
the
EGP
Recommendation
and
any
recommendation
changes
(as
described
above
in
"--EGP Recommendation
and
EGP
Recommendation
Change"),
and
must
have
paid,
or
must
concurrently
with
termination
pay,
the
termination
fee
(as described
below).
The
Merger
Agreement
may
be
terminated
at
any
time
prior
to
the
Effective
Time
by
ENLC
if:
·
a
recommendation
change
has
occurred
and
not
been
withdrawn,
provided
that
ENLC
may
only
terminate
the
Merger
Agreement
on
this
basis
prior
to
the
conclusion
of
the
ENLK
Unitholder
Meeting;
or
·
there
is
a
breach
by
EGP
or
ENLK
of
any
of
its
representations,
warranties,
covenants,
or
agreement
in
the
Merger
Agreement,
which
breach
or
failure
(a)
would
(if
it
occurred
or
was
continuing
as
of
the
closing
date)
result
in
a
failure
of
the
conditions
to
closing
relating
to
the
truthfulness
and
correctness
of
the
representations
and
warranties
of,
or
compliance
with
their
respective
covenants
and
agreements
under
the
Merger
Agreement
by,
EGP
and
ENLK,
and
(b)
is
incapable
of
being
cured
or
is
not
cured
within
30
days
following
the
receipt
of
notice
of
such
breach,
provided
that
ENLC
may
not
terminate
the
Merger
Agreement
on
this
basis
if,
at
such
time,
the
conditions
to
closing
relating
to
the
truthfulness
and
correctness
of
the
representations
and
warranties
of,
and
compliance
with
their
respective
covenants
and
agreements
under
the
Merger
Agreement
by,
EMM,
ENLC,
and
Merger
Sub
cannot
be
satisfied
(with
or
without
the
passage
of
time).
Effect
of
Termination
If
the
Merger
Agreement
is
validly
terminated,
except
for
the
provisions
of
the
Merger
Agreement
relating
to
confidentiality,
the
allocation
of
expenses among
the
parties,
the
effect
of
termination
of
the
Merger
Agreement,
the
payment
of
transactions
fees
and
expense
reimbursement,
and
the
miscellaneous provisions
of
the
Merger
Agreement
including,
among
other
things,
the
specification
of
governing
law
and
venue,
waiver
of
jury
trial,
and
remedies,
the
Merger Agreement
will
become
null
and
void
and
the
rights
and
obligations
of
the
parties
under
the
Merger
Agreement
will
terminate,
except
that
no
party
will
be
relieved of
any
liability
for
any
intentional
or
willful
and
material
breach
of
its
representations,
warranties,
covenants,
or
agreements
under
the
Merger
Agreement,
and
all rights
and
remedies
of
a
non-breaching
party
hereunder,
at
law,
or
in
equity
in
respect
of
such
breach
shall
be
preserved.
Termination
Fee
and
Expense
Reimbursement
The
Merger
Agreement
provides
that
ENLK
is
required
to
pay
to
ENLC
a
termination
fee
in
cash
in
an
amount
equal
to
$55
million,
less
any
expenses previously
reimbursed
by
ENLK
to
ENLC,
as
described
below,
if
the
Merger
Agreement
is
terminated
(a)
by
ENLC
following
a
recommendation
change
or
(b)
by ENLK
as
a
result
of
receipt
of
a
superior
proposal.
Generally,
the
Merger
Agreement
provides
that
all
costs
and
expenses
incurred
in
connection
with
the
Merger
Agreement,
including
legal
fees,
accounting fees,
financial
advisory
fees,
and
other
professional
and
non-professional
fees
and
expenses,
will
be
the
obligation
of
the
party
incurring
such
costs
and
expenses, except
that
(a)
the
filing
fees
with
respect
to
the
registration
statement
of
which
this
joint
information
statement/proxy
statement/prospectus
forms
a
part
and
the costs
of
printing
and
108
Table
of
Contents
mailing
this
joint
information
statement/proxy
statement/prospectus
shall
be
paid
one-half
by
each
of
ENLC
and
ENLK,
and
(b)
ENLC
shall
pay
for
any
filing
fees and
other
costs
and
expenses
relating
to
the
preparation
and
filing
of
any
filing
with
a
governmental
authority
required
in
connection
with
the
Merger
Agreement and
the
Transactions,
including
any
filings
required
under
the
HSR
Act.
The
foregoing
notwithstanding,
the
Merger
Agreement
also
provides
that
ENLK
and
ENLC
are
required
to
reimburse
one
another
for
out-of-pocket
costs
and expenses
(including
legal
fees,
accounting
fees,
financial
advisory
fees,
and
other
professional
and
non-professional
fees
and
expenses)
incurred
in
connection with,
or
related
to
the
authorization,
preparation,
negotiation,
execution,
and
performance
of
the
Merger
Agreement
and
the
Transactions,
including
the
(x)
the preparation
and
filing
of
the
registration
statement
of
which
this
joint
information
statement/proxy
statement/prospectus
forms
a
part,
(y)
the
printing
and
mailing of
this
joint
information
statement/proxy
statement/prospectus,
and
(z)
the
solicitation
of
the
approval
of
the
ENLK
Voting
Unitholders,
and
all
other
matters relating
to
the
Transactions,
up
to
a
maximum
of
$5
million
(with
respect
to
either
ENLK
or
ENLC,
such
party's
"reimbursable
expenses"),
as
follows:
·
ENLK
is
required
to
reimburse
to
ENLC
an
amount
equal
to
its
reimbursable
expenses
if
the
Merger
Agreement
is
terminated
(a)
by
ENLC
due
to
a
material
uncured
breach
by
EGP
or
ENLK
of
its
representations,
warranties,
covenants,
or
agreements
under
the
Merger
Agreement,
or
(b)
by
ENLC
or
ENLK
due
to
a
failure
to
obtain
the
ENLK
Unitholder
Approval
when,
prior
to
the
ENLK
Unitholder
Meeting,
a
recommendation
change
occurred;
and
·
ENLC
is
required
to
reimburse
to
ENLK
an
amount
equal
to
its
reimbursable
expenses
if
the
Merger
Agreement
is
terminated
by
ENLK
due
to
a
material
uncured
breach
by
EMM,
ENLC,
or
Merger
Sub
of
its
representations,
warranties,
covenants,
or
agreement
under
the
Merger
Agreement.
Any
payment
or
reimbursement
required
to
be
made
pursuant
to
the
provisions
of
the
Merger
Agreement
described
in
this
section
"--Termination
Fee
and Expense
Reimbursement"
shall
be
made
by
wire
transfer
of
immediately
available
funds
to
an
account
designated
by
the
party
to
be
paid
or
reimbursed
within three
business
days
after
the
occurrence
of
the
event
triggering
such
payment
or
reimbursement.
Representations
and
Warranties
The
Merger
Agreement
contains
representations
and
warranties
made
by
the
parties.
These
representations
and
warranties
have
been
made
solely
for
the benefit
of
the
other
parties
to
the
Merger
Agreement
and:
(a)
may
be
intended
not
as
statements
of
fact
or
of
the
condition
of
the
parties
or
their
respective subsidiaries,
but
rather
as
a
way
of
allocating
the
risk
to
one
of
the
parties
if
those
statements
prove
to
be
inaccurate;
(b)
are
qualified
by
disclosures
that
were made
to
the
other
party
in
connection
with
the
negotiation
of
the
Merger
Agreement,
which
disclosures
may
not
be
reflected
in
the
Merger
Agreement
and
may
not be
publicly
available;
(c)
may
apply
standards
of
materiality
in
a
way
that
is
different
from
what
may
be
viewed
as
material
to
you
or
other
investors;
and
(d)
were made
only
as
of
the
date
of
the
Merger
Agreement
or
such
other
date
or
dates
as
may
be
specified
in
the
Merger
Agreement
and
are
subject
to
more
recent developments.
The
representations
and
warranties
made
by
all
parties
relate
to,
among
other
things:
·
organization,
standing,
and
other
similar
organizational
matters;
·
approval
and
authorization
of
the
Merger
Agreement,
the
other
Transaction
Documents
to
which
the
applicable
party
is
a
party,
and
the
transactions
contemplated
thereby;
·
any
conflicts
created
by
the
Merger
Agreement,
the
other
Transaction
Documents
to
which
the
applicable
party
is
a
party,
and
the
transactions
contemplated
thereby;
109
Table
of
Contents
·
required
consents
and
approvals
of
governmental
authorities
in
connection
with
the
Merger
Agreement,
the
other
Transaction
Documents,
and
the
transactions
contemplated
thereby,
including
the
Transactions;
·
capital
structure;
·
ownership
and
capital
structure
of
the
applicable
party's
subsidiaries;
·
compliance
with
applicable
laws;
·
documents
filed
with
the
SEC,
financial
statements
included
in
those
documents,
and
the
applicable
party's
internal
control
over
financial
reporting;
·
undisclosed
liabilities
of
the
applicable
party;
·
absence
of
certain
changes
or
events
from
December
31,
2017
through
the
date
of
execution
of
the
Merger
Agreement
and
from
the
date
of
execution
of
the
Merger
Agreement
through
the
closing
date;
·
information
supplied
in
connection
with
this
joint
information
statement/proxy
statement/prospectus;
·
title
to
properties
and
assets;
·
material
contracts
of
the
applicable
party;
·
legal
proceedings;
·
tax
matters;
·
employee
benefit
matters;
·
labor
matters;
·
the
Investment
Company
Act
of
1940;
·
brokers
and
other
advisors;
·
opinion
of
the
applicable
party's
financial
advisor
(if
any);
and
·
absence
of
additional
representation
and
warranties.
Additional
representations
and
warranties
made
only
by
ENLK
relate
to,
among
other
things:
·
intellectual
property;
·
environmental
matters;
·
compliance
with,
and
maintenance
of,
applicable
permits;
·
insurance;
and
·
the
required
vote
of
the
ENLK
Voting
Unitholders.
Additional
representations
and
warranties
made
only
by
ENLC
relate
to,
among
other
things,
the
due
authorization,
valid
issuance,
and
fully
paid
and nonassessable
nature
of
the
ENLC
Common
Units
to
be
issued
in
the
Merger,
and
the
required
vote
of
the
ENLC
Unitholders.
Actions
with
Respect
to
Conflicts
Committees
Prior
to
the
Effective
Time,
the
parties
have
agreed
that,
(a)
without
the
consent
of
the
ENLK
Conflicts
Committee,
neither
EGP
nor
any
member
of
the ENLK
Group
is
permitted
to
eliminate
the
ENLK
Conflicts
Committee,
revoke
or
diminish
its
authority,
or
remove
or
cause
the
removal
of
any
110
Table
of
Contents
director
of
the
ENLK
Board
that
is
a
member
of
the
ENLK
Conflicts
Committee
either
as
a
member
of
the
ENLK
Board
or
such
committee,
and
(b)
without
the consent
of
the
ENLC
Conflicts
Committee,
neither
EMM
nor
any
member
of
the
ENLC
Group
is
permitted
to
eliminate
the
ENLC
Conflicts
Committee,
revoke
or diminish
its
authority,
or
remove
or
cause
the
removal
of
any
director
of
the
ENLC
Board
that
is
a
member
of
the
ENLC
Conflicts
Committee
either
as
a
member of
the
ENLC
Board
or
such
committee.
These
restrictions
will
not
apply
to
the
filling
of
vacancies
caused
by
the
death,
incapacity,
or
resignation
of
any
director
in accordance
with
the
provisions
of
the
applicable
organizational
documents.
Amendment
and
Supplement;
Waiver
Subject
to
compliance
with
applicable
law,
prior
to
the
closing,
any
party
may
(a)
waive
compliance
by
any
other
party
with
any
of
the
agreements
contained in
the
Merger
Agreement,
waive
any
of
such
party's
conditions,
or
waive
any
inaccuracies
in
the
representations
and
warranties
of
such
party,
(b)
agree
to
amend, modify,
or
supplement
the
Merger
Agreement
at
any
time,
which
such
amendment,
modification,
or
supplement
must
be
by
an
agreement
in
writing
among
the parties,
(c)
extend
the
time
for
the
performance
of
the
obligations
or
acts
of
any
other
party,
or
(d)
make
or
grant
any
consent
under
the
Merger
Agreement, provided,
that
the
ENLC
Board
and
the
ENLK
Board
may
not
take
or
authorize
any
such
action
unless
it
has
first
referred
such
action
to
the
ENLC
Conflicts Committee
or
ENLK
Conflicts
Committee,
as
applicable,
for
their
consideration,
and
permitted
the
ENLC
Conflicts
Committee
or
ENLK
Conflicts
Committee,
as applicable,
not
less
than
two
business
days
to
make
a
recommendation
to
the
ENLC
Board
or
the
ENLK
Board,
as
applicable,
with
respect
thereto.
The
ENLC Board
and
the
ENLK
Board
will
in
no
way
be
obligated
to
follow
the
recommendation
of
the
ENLC
Conflicts
Committee
or
the
ENLK
Conflicts
Committee,
as applicable,
and
the
ENLC
Board
or
the
ENLK
Board,
as
applicable,
will
be
permitted
to
take
action
following
the
expiration
of
such
two-business
day
period, provided
that,
in
the
event
the
ENLC
Board
or
the
ENLK
Board,
as
applicable,
takes
or
authorizes
any
action
under
the
provision
of
the
Merger
Agreement described
above
that
is
counter
to
any
recommendation
by
the
ENLC
Conflicts
Committee
or
the
ENLK
Conflicts
Committee,
as
applicable,
then
the
ENLC Conflicts
Committee
or
the
ENLK
Conflicts
Committee,
as
applicable,
may
rescind
its
approval
of
the
Merger
Agreement,
with
such
rescission
resulting
in
the rescission
of
"Special
Approval"
under
Section
7.9(d)
of
the
ENLC
Operating
Agreement
or
Section
7.9(a)
of
the
ENLK
Partnership
Agreement,
as
applicable. Following
the
ENLK
Unitholder
Approval,
there
will
be
no
amendment
or
change
to
the
provisions
of
the
Merger
Agreement
which
by
law
would
require
further approval
by
the
ENLK
Voting
Unitholders
without
such
approval.
Unless
otherwise
expressly
set
forth
in
the
Merger
Agreement,
whenever
a
determination
or
decision
of
ENLC
or
the
ENLC
Board
or
of
ENLK
or
the
ENLK Board
is
required
pursuant
to
the
Merger
Agreement,
such
determination
or
decision
must
be
authorized
by
the
ENLC
Board
or
the
ENLK
Board,
as
applicable, and
the
ENLC
Board
or
the
ENLK
Board,
as
applicable,
may
not
take
or
authorize
any
such
action
unless
it
has
first
referred
such
action
to
the
ENLC
Conflicts Committee
or
ENLK
Conflicts
Committee,
as
applicable,
for
their
consideration,
and
permitted
the
ENLC
Conflicts
Committee
or
ENLK
Conflicts
Committee,
as applicable,
not
less
than
two
business
days
to
make
a
recommendation
to
the
ENLC
Board
or
the
ENLK
Board,
as
applicable,
with
respect
thereto.
The
ENLC Board
and
the
ENLK
Board
will
in
no
way
be
obligated
to
follow
the
recommendation
of
the
ENLC
Conflicts
Committee
or
ENLK
Conflicts
Committee,
as applicable,
and
the
ENLC
Board
or
the
ENLK
Board,
as
applicable,
will
be
permitted
to
take
action
following
the
expiration
of
such
two-business
day
period.
111
Table
of
Contents
Remedies;
Specific
Performance
The
parties
to
the
Merger
Agreement
have
agreed
that
each
party
will
be
entitled
to
an
injunction
or
injunctions
to
prevent
breaches
of
the
Merger
Agreement and
to
enforce
specifically
the
terms
and
provisions
of
the
Merger
Agreement,
in
addition
to
any
other
remedy
to
which
the
parties
are
entitled
at
law
or
in
equity. Each
of
the
parties
agrees
that
it
will
not
oppose
the
granting
of
an
injunction,
specific
performance,
and
other
equitable
relief
as
provided
in
the
Merger Agreement
on
the
basis
that
(a)
any
party
has
an
adequate
remedy
at
law
or
(b)
an
award
of
specific
performance
is
not
an
appropriate
remedy
for
any
reason
at
law or
equity
(provided
that
the
parties
may
raise
other
defenses
to
a
claim
for
specific
performance
or
other
equitable
relief
under
the
Merger
Agreement).
Each
party further
agrees
that
no
party
will
be
required
to
obtain,
furnish,
or
post
any
bond
or
similar
instrument
in
connection
with,
or
as
a
condition
to,
obtaining
any injunction,
specific
performance,
or
other
equitable
remedy,
and
each
party
irrevocably
waives
any
right
it
may
have
to
require
the
obtaining,
furnishing
or
posting of
any
such
bond
or
similar
instrument.
The
Merger
Agreement
also
provides
that
the
payment
of
a
termination
fee
or
reimbursement
of
reimbursable
expenses
as
and
when
required
by
the
Merger Agreement,
as
described
in
"--Termination
Fee
and
Expense
Reimbursement"
will
be
the
sole
and
exclusive
remedy
of
the
party
receiving
such
payment
or reimbursement,
and
the
party
making
such
payment
or
reimbursement
shall
have
no
further
liability
to
the
receiving
party
in
respect
of
the
Merger
Agreement
or the
Transactions,
except
that
the
foregoing
will
not
relieve
any
party
from
liability
or
damages
for
failure
to
consummate
the
Transactions
when
required
pursuant to
the
Merger
Agreement,
any
willful
breach
of
the
Merger
Agreement,
or
any
fraudulent
act
or
omission
or
willful
misconduct.
The
Merger
Agreement
provides that,
the
foregoing
notwithstanding,
no
party
will
be
liable
for
remote,
exemplary,
or
punitive
damages,
or
any
special,
consequential,
incidental,
or
indirect damages
or
lost
profits
(except
as
recoverable
under
applicable
law
in
an
action
for
breach
of
contract).
Governing
Law
The
Merger
Agreement
is
governed
by
and
will
be
construed
and
enforced
in
accordance
with
the
laws
of
the
State
of
Delaware.
112
Table
of
Contents
THE
SUPPORT
AGREEMENTS
The
following
is
a
summary
of
the
material
terms
of
the
Support
Agreements.
The
provisions
of
the
Support
Agreements
are
extensive
and
not
easily summarized.
The
following
summary
does
not
purport
to
be
complete
and
is
qualified
in
its
entirety
by
reference
to
the
GIP
Support
Agreement,
a
copy
of
which
is attached
to
this
joint
information
statement/proxy
statement/prospectus
as
Annex
B
,
the
ENLK
Support
Agreement,
a
copy
of
which
is
attached
to
this
joint information
statement/proxy
statement/prospectus
as
Annex
C
,
and
the
Enfield
Support
Agreement,
a
copy
of
which
is
attached
to
this
joint
information statement/proxy
statement/prospectus
as
Annex
D
,
and
each
of
which
is
incorporated
into
this
joint
information
statement/proxy
statement/prospectus
by
reference. You
should
read
carefully
each
Support
Agreement
in
its
entirety
because
it,
and
not
this
joint
information
statement/proxy
statement/prospectus,
is
the
legal document
that
governs
the
arrangements
described
below.
GIP
Support
Agreement
On
October
21,
2018,
concurrently
with
the
execution
of
the
Merger
Agreement,
GIP
Stetson
II
and
ENLK
entered
into
the
GIP
Support
Agreement.
Pursuant to
the
GIP
Support
Agreement,
GIP
Stetson
II
agreed
to,
among
other
things,
vote
the
115,495,669
ENLC
Common
Units
(representing
approximately
63.7%
of the
outstanding
ENLC
Common
Units)
held
of
record
and
beneficially
by
GIP
Stetson
II
(a)
in
favor
of
the
adoption
of
the
ENLC
Unit
Issuance
and
any
related matter
that
must
be
approved
by
the
ENLC
Unitholders
in
order
for
the
Transactions,
including
the
ENLC
Unit
Issuance,
to
be
consummated
in
accordance
with the
terms
of
the
Merger
Agreement,
and
(b)
against,
and
not
consent
to,
any
action,
agreement,
transaction,
or
proposal
that
is
intended,
would
reasonably
be expected,
or
the
result
of
which
would
reasonably
be
expected,
to
impede,
interfere
with,
delay,
postpone,
discourage,
frustrate
the
purposes
of,
or
adversely
affect any
of
the
Transactions.
GIP
Stetson
II
has
executed
and
delivered
the
ENLC
Written
Consent.
Pursuant
to
the
GIP
Support
Agreement,
GIP
Stetson
II
agreed
that
it
will
not
amend, modify,
withdraw,
terminate,
or
revoke
the
ENLC
Written
Consent.
The
GIP
Support
Agreement
terminates
upon
the
earliest
to
occur
of
(a)
such
date
and
time
as
the
Merger
Agreement
is
terminated
for
any
reason
in accordance
with
its
terms;
(b)
the
Effective
Time;
and
(c)
the
mutual
written
agreement
of
the
parties
to
the
GIP
Support
Agreement
to
terminate
the
GIP
Support Agreement,
provided
that,
in
the
case
of
ENLK,
such
written
agreement
is
approved
by
ENLK
Conflicts
Committee.
ENLK
Support
Agreement
Concurrently
with
the
execution
and
delivery
of
the
Merger
Agreement,
ENLC,
GIP
Stetson
I,
Acacia,
and
EMI
entered
into
the
ENLK
Support
Agreement with
ENLK.
Pursuant
to
the
ENLK
Support
Agreement,
GIP
Stetson
I,
Acacia,
and
EMI,
the
Supporting
Common
Unitholders,
agreed
to,
among
other
things,
vote the
94,660,600
ENLK
Common
Units,
68,248,199
ENLK
Common
Units,
and
20,280,252
ENLK
Common
Units
(representing,
in
the
aggregate,
approximately 44.5%
of
the
outstanding
ENLK
Voting
Units)
held
of
record
and
beneficially
by
each
of
the
Supporting
Common
Unitholders,
respectively,
(a)
in
favor
of
the approval
of
the
ENLK
Merger
Proposal
and,
if
necessary,
the
ENLK
Adjournment
Proposal,
and
(b)
against,
and
not
consent
to,
any
acquisition
proposal,
superior proposal,
or
any
transaction
in
respect
thereof,
or
any
action,
agreement,
transaction,
or
proposal
that
is
intended,
would
reasonably
be
expected,
or
the
result
of which
would
reasonably
be
expected,
to
impede,
interfere
with,
delay,
postpone,
discourage,
frustrate
the
purposes
of,
or
adversely
affect
any
of
the
Transactions.
The
Supporting
Common
Unitholders
have
agreed
not
to,
while
the
ENLK
Support
Agreement
remains
in
effect,
cause
or
permit
any
transfer
of
any
ENLK Common
Units
owned
by
them
(except
113
Table
of
Contents
that
each
of
Acacia
and
EMI
may
merge
with
and
into
ENLC
upon
which
merger
ENLC
shall,
by
operation
of
law,
be
deemed
a
successor
in
interest
to
all
rights and
obligations
of
Acacia
and
EMI,
as
applicable,
under
the
ENLK
Support
Agreement.
Additionally,
each
Supporting
Common
Unitholder
has
agreed
not
to deposit
(or
permit
the
deposit
of)
any
ENLK
Common
Units
owned
by
them
in
a
voting
trust
or
grant
any
proxy
or
enter
into
any
voting
agreement
or
similar agreement
in
contravention
of
the
obligations
of
the
Supporting
Common
Unitholders
under
the
ENLK
Support
Agreement
with
respect
to
any
ENLK
Common Units
owned
by
them.
The
ENLK
Support
Agreement
does
not
prohibit
a
transfer
of
ENLK
Common
Units
held
by
a
Supporting
Common
Unitholder
to
its affiliate,
provided
that,
except
with
respect
to
a
merger
of
Acacia
and/or
EMI
with
and
into
ENLC,
such
transfer
will
be
permitted
only
if,
as
a
precondition
to
such transfer,
the
person
becoming
the
owner
of
ENLK
Common
Units
in
any
such
transfer
agrees
in
a
writing,
reasonably
satisfactory
in
form
and
substance
to
ENLK, to
be
bound
by
all
of
the
terms
of
the
ENLK
Support
Agreement.
The
ENLK
Support
Agreement
terminates
upon
the
earliest
to
occur
of
(a)
such
date
and
time
as
the
Merger
Agreement
is
terminated
for
any
reason
in accordance
with
its
terms;
(b)
the
Effective
Time;
and
(c)
the
mutual
written
agreement
of
the
parties
to
the
ENLK
Support
Agreement
to
terminate
the
ENLK Support
Agreement,
provided
that,
in
the
case
of
ENLK,
such
written
agreement
is
approved
by
ENLK
Conflicts
Committee.
Enfield
Support
Agreement
On
October
21,
2018,
concurrently
with
the
execution
of
the
Merger
Agreement,
the
Enfield
Parties
and
ENLK
entered
into
the
Enfield
Support
Agreement. Pursuant
to
the
Enfield
Support
Agreement,
Enfield
agreed
to,
among
other
things
and
while
the
Enfield
Support
Agreement
remains
in
effect,
vote
the
ENLK Series
B
Units
that
it
held
as
of
such
time
and
any
additional
ENLK
Series
B
Units
it
acquired
(a)
in
favor
of
the
ENLK
Merger
Proposal,
and
(b)
against,
and
not consent
to,
any
acquisition
proposal,
superior
proposal,
or
any
transaction
in
respect
thereof,
or
any
action,
agreement,
transaction,
or
proposal
that
is
intended, would
reasonably
be
expected,
or
the
result
of
which
would
reasonably
be
expected,
to
impede,
interfere
with,
delay,
postpone,
discourage,
frustrate
the
purposes of,
or
adversely
affect
any
of
the
Transactions.
As
of
the
date
of
this
joint
information
statement/proxy
statement/prospectus,
Enfield
holds
58,728,994
ENLK Series
B
Units
of
record
(representing
approximately
14.3%
of
the
outstanding
ENLK
Voting
Units).
Enfield
has
agreed
not
to,
while
the
Enfield
Support
Agreement
remains
in
effect,
cause
or
permit
any
transfer
of
any
ENLK
Series
B
Units
owned
by
it. Additionally,
Enfield
has
agreed
not
to
deposit
(or
permit
the
deposit
of)
any
ENLK
Series
B
Units
owned
by
it
in
a
voting
trust
or
grant
any
proxy
or
enter
into any
voting
agreement
or
similar
agreement
in
contravention
of
the
obligations
of
Enfield
under
the
Enfield
Support
Agreement
with
respect
to
any
ENLK
Series
B Units
owned
by
it.
The
Enfield
Support
Agreement
terminates
upon
the
earliest
to
occur
of
(a)
such
date
and
time
as
the
Merger
Agreement
is
terminated
for
any
reason
in accordance
with
its
terms;
(b)
the
Effective
Time;
(c)
the
mutual
written
agreement
of
the
parties
to
the
Enfield
Support
Agreement
to
terminate
the
Enfield Support
Agreement,
provided
that,
in
the
case
of
ENLK,
such
written
agreement
is
approved
by
ENLK
Conflicts
Committee,
(d)
June
30,
2019,
and
(e)
upon
a recommendation
change
by
the
ENLK
Conflicts
Committee.
114
Table
of
Contents
THE
PREFERRED
RESTRUCTURING
AGREEMENT
The
following
is
a
summary
of
the
material
terms
of
the
Preferred
Restructuring
Agreement.
The
provisions
of
the
Preferred
Restructuring
Agreement
are extensive
and
not
easily
summarized.
The
following
summary
does
not
purport
to
be
complete
and
is
qualified
in
its
entirety
by
reference
to
the
Preferred Restructuring
Agreement,
a
copy
of
which
is
attached
to
this
joint
information
statement/proxy
statement/prospectus
as
Annex
E
and
is
incorporated
into
this
joint information
statement/proxy
statement/prospectus
by
reference.
You
should
read
carefully
the
Preferred
Restructuring
Agreement
in
its
entirety
because
it,
and
not this
joint
information
statement/proxy
statement/prospectus,
is
the
legal
document
that
governs
the
arrangements
described
below.
Restructuring
of
the
ENLK
Series
B
Units
On
October
21,
2018,
simultaneously
with
the
execution
of
the
Merger
Agreement,
EMM,
ENLC,
EGP,
ENLK,
and
the
Enfield
Parties
entered
into
the Preferred
Restructuring
Agreement,
pursuant
to
which,
among
other
things,
the
parties
agreed
to
amend
and
modify
the
terms
of
the
ENLK
Series
B
Units
in connection
with
the
Merger,
as
further
described
below.
The
Preferred
Restructuring
Agreement
provides
that,
in
connection
with
the
consummation
of
the
Merger:
·
EGP
will
cause
the
ENLK
Partnership
Agreement
to
be
amended
and
restated
pursuant
to
the
Amended
ENLK
Partnership
Agreement,
which
is
attached
as
an
exhibit
to
the
Preferred
Restructuring
Agreement
and
described
below
in
"--Amended
ENLK
Partnership
Agreement";
·
EMM
will
cause
the
ENLC
Operating
Agreement
to
be
amended
and
restated
pursuant
to
the
Amended
ENLC
Operating
Agreement,
which
is
attached
as
an
exhibit
to
the
Preferred
Restructuring
Agreement
and
described
below
in
"--Amended
ENLC
Operating
Agreement,"
pursuant
to
which
a
new
class
of
common
units
representing
limited
liability
company
interests
in
ENLC,
referred
to
in
the
Amended
ENLC
Operating
Agreement
as
"Class
C
Common
Units",
will
be
created
and
authorized
for
issuance,
which
such
ENLC
Class
C
Common
Units
will
provide
Enfield
with
certain
voting
rights
at
ENLC;
and
·
ENLC
will
issue
to
Enfield
a
number
of
ENLC
Class
C
Common
Units
equal
to
the
number
of
ENLK
Series
B
Units
held
by
Enfield
as
of
the
Restructuring
Effective
Time
for
no
additional
consideration.
The
parties
to
the
Preferred
Restructuring
Agreement
acknowledged
and
agreed
that
each
ENLK
Series
B
Unit
issued
and
outstanding
immediately
prior
to the
Effective
Time
will,
at
the
Effective
Time,
continue
to
be
issued
and
outstanding
and
represent
a
limited
partner
interest
in
ENLK,
with
terms
and
conditions modified
in
accordance
with
the
Amended
ENLK
Partnership
Agreement,
and
no
additional
consideration
will
be
delivered
to
any
ENLK
Series
B
Unitholder
in respect
of
the
Merger,
the
Transactions,
or
the
Preferred
Restructuring
Agreement.
Following
the
Effective
Time,
for
each
additional
ENLK
Series
B
Unit
issued by
ENLK
pursuant
to
the
Amended
ENLK
Partnership
Agreement,
ENLC
will
issue
an
additional
ENLC
Class
C
Common
Unit
to
the
applicable
ENLK
Series
B Unitholder
pursuant
to
the
Amended
ENLC
Operating
Agreement.
In
addition,
in
connection
with
the
consummation
of
the
Merger:
·
ENLC
and
Enfield
have
agreed
to
execute
and
deliver
an
Amended
and
Restated
Registration
Rights
Agreement
in
the
form
attached
to
the
Preferred
Restructuring
Agreement
and
described
below
in
"--Amended
Registration
Rights
Agreement"
(the
"Amended
Registration
Rights
Agreement"),
pursuant
to
which
the
Registration
Rights
Agreement,
dated
as
of
January
7,
2016,
by
and
between
Enfield
and
ENLK,
will
be
amended
and
restated
in
its
entirety,
in
order
to,
among
other
things,
provide
Enfield
with
certain
registration
rights
described
therein
with
115
Table
of
Contents
respect
to
the
ENLC
Common
Units
issuable
upon
the
exchange
of
ENLK
Series
B
Units
following
the
Merger;
·
EMM,
ENLC,
and
TPG
have
agreed
to
execute
and
deliver
an
Amended
and
Restated
Board
Representation
Agreement
in
the
form
attached
to
the
Preferred
Restructuring
Agreement
and
described
below
in
"--Amended
Board
Representation
Agreement"
(the
"Amended
Board
Representation
Agreement"),
pursuant
to
which
the
Board
Representation
Agreement,
dated
as
of
January
7,
2016,
by
and
among
ENLK,
EGP,
EMI,
and
TPG
will
be
amended
and
restated
in
its
entirety,
in
order
to,
among
other
things,
provide
TPG
with
the
right
to
appoint
one
member
of
the
ENLC
Board;
and
·
EMM,
ENLC,
and
the
Goldman
Parties
have
agreed
to
execute
and
deliver
an
Amended
and
Restated
Board
Information
Rights
Letter
Agreement
in
the
form
attached
to
the
Preferred
Restructuring
Agreement
and
described
below
in
"--Amended
Board
Information
Rights
Letter
Agreement"
(the
"Amended
Board
Information
Rights
Letter
Agreement"),
pursuant
to
which
the
Board
Information
Rights
Letter
Agreement,
dated
January
6,
2016,
by
and
among
ENLK,
EGP,
EMI,
and
the
Goldman
Parties
will
be
amended
and
restated
in
its
entirety,
in
order
to,
among
other
things,
provide
the
Goldman
Parties
certain
information
rights
with
respect
to
materials
provided
to
the
ENLC
Board.
The
Preferred
Restructuring
Agreement
will
terminate
upon
the
earliest
to
occur
of
(i)
such
date
and
time
as
the
Merger
Agreement
is
terminated
for
any reason
in
accordance
with
its
terms,
(ii)
the
mutual
written
agreement
of
the
parties
to
terminate
the
Preferred
Restructuring
Agreement,
(iii)
the
conversion
of
all of
ENLK
Series
B
Units
into
ENLK
Common
Units
pursuant
to
the
terms
and
conditions
of
the
ENLK
Partnership
Agreement,
(iv)
at
the
election
of
Enfield,
the effective
date
of
any
amendment
to
the
Merger
Agreement
to
which
Enfield
has
not
consented
in
writing
and
that
disproportionately
adversely
impacts
the
ENLK Series
B
Units
in
any
material
respect
or
reduces
the
Exchange
Ratio;
and
(v)
at
the
election
of
EMM,
ENLC,
EGP,
and
ENLK,
the
effective
date
of
any amendment
to
the
Merger
Agreement
that
increases
the
Exchange
Ratio
if
any
of
Enfield,
TPG,
or
the
Goldman
Parties
has
caused
or
materially
contributed
to such
increase.
By
its
execution
of
the
Preferred
Restructuring
Agreement,
and
pursuant
to
the
provisions
of
the
Preferred
Restructuring
Agreement,
Enfield
approved
the amendments
contemplated
by
the
Amended
ENLK
Partnership
Agreement
and
the
Amended
ENLC
Operating
Agreement,
in
each
case,
as
required
by
the
ENLK Partnership
Agreement
and
the
ENLC
Operating
Agreement,
as
applicable.
The
Preferred
Restructuring
Agreement
is
governed
by
and
will
be
construed
and
enforced
in
accordance
with
the
laws
of
the
State
of
Delaware.
Amended
ENLK
Partnership
Agreement
At
the
Effective
Time,
the
ENLK
Partnership
Agreement
will
be
amended
and
restated
to,
among
other
things,
modify
the
terms
of
the
ENLK
Series
B
Units. Pursuant
to
the
ENLK
Partnership
Agreement,
the
ENLK
Series
B
Units
are
convertible,
under
certain
conditions,
into
ENLK
Common
Units
on
a
one-for-one basis
(subject
to
certain
adjustments).
The
Amended
ENLK
Partnership
Agreement
will
provide,
among
other
things,
that
the
ENLK
Series
B
Units
will
be exchangeable,
for
a
number
of
ENLC
Common
Units
equal
to
the
product
of
the
number
of
ENLK
Series
B
Units
being
exchanged,
multiplied
by
the
Exchange Ratio
(subject
to
certain
adjustments),
subject
to
the
election
of
ENLK
to
instead
redeem
for
cash
any
such
exchanged
ENLK
Series
B
Units.
In
addition,
the Amended
ENLK
Partnership
Agreement
will
reflect
certain
modifications
related
to
the
in-kind
distributions
on
the
ENLK
Series
B
Units,
which
currently
are based
in
part
on
the
amount
of
distributions
that
would
have
been
payable
if
the
ENLK
Series
B
Units
had
been
converted
into
ENLK
Common
Units.
Pursuant
to the
Amended
ENLK
Partnership
Agreement,
the
calculation
of
such
distributions
will
relate
to
distributions
that
would
have
been
payable
if
the
ENLK
Series
B Units
had
116
Table
of
Contents
been
exchanged
for
ENLC
Common
Units,
with
a
portion
of
such
distribution
being
made
in
cash
based
on
the
difference
between
the
determination
of
such deemed
distribution
applying
the
Exchange
Ratio
and
the
determination
of
such
deemed
distribution
applying
the
one-for-one
conversion
ratio
that
is
in
effect
prior to
the
Effective
Time
(in
each
case,
subject
to
certain
adjustments).
Amended
ENLC
Operating
Agreement
At
the
Effective
Time,
the
ENLC
Operating
Agreement
will
be
amended
and
restated
to,
among
other
things,
create
the
ENLC
Class
C
Common
Units
as
a new
class
of
common
units
representing
limited
partner
interests
in
ENLC,
to
authorize
the
issuance
thereof
to
the
ENLK
Series
B
Unitholders
at
the
Effective Time
and
from
time
to
time
in
connection
with
the
issuance
by
ENLK
of
additional
ENLK
Series
B
Units,
and
to
define
the
rights
and
obligations
with
respect
to the
ENLC
Class
C
Common
Units,
in
each
case,
as
described
below.
Creation
and
Issuance
of
ENLC
Class
C
Common
Units
The
Amended
ENLC
Operating
Agreement
will
provide
for
the
creation
of,
and
will
define
the
rights
and
obligations
of
holders
of,
ENLC
Class
C
Common Units.
ENLC
will
issue
to
the
ENLK
Series
B
Unitholder(s)
a
number
of
ENLC
Class
C
Common
Units
equal
to
the
number
of
ENLK
Series
B
Units
held
by
the ENLK
Series
B
Unitholder(s)
as
of
the
Effective
Time
for
no
additional
consideration.
Following
the
Effective
Time,
for
each
additional
ENLK
Series
B
Unit issued
by
ENLK
pursuant
to
the
Amended
ENLK
Partnership
Agreement,
ENLC
will
issue
an
additional
ENLC
Class
C
Common
Unit
to
the
applicable
ENLK Series
B
Unitholder
pursuant
to
the
Amended
ENLC
Operating
Agreement,
so
that
the
number
of
ENLC
Class
C
Common
Units
issued
and
outstanding
will always
equal
the
number
of
ENLK
Series
B
Units
issued
and
outstanding.
In
addition,
upon
any
exchange
of
ENLK
Series
B
Units
for
ENLC
Common
Units,
a number
of
ENLC
Class
C
Common
Units
equal
to
the
number
of
ENLK
Series
B
Units
subject
to
such
exchange
will
be
cancelled.
Distributions
The
holders
of
ENLC
Class
C
Common
Units
are
not
entitled
to
distributions
thereon
of
any
kind.
Voting
The
holders
of
ENLC
Class
C
Common
Units
will
vote
as
a
single
class
with
the
holders
of
ENLC
Common
Units
on
all
matters
on
which
ENLC
Unitholders are
entitled
to
vote.
In
addition,
the
holders
of
ENLC
Class
C
Common
Units
are
entitled
to
vote
as
a
separate
class
on
any
matter
that
adversely
affects
the
rights or
preferences
of
the
ENLC
Class
C
Common
Units
in
relation
to
any
other
class
of
equity
interests
in
ENLC
or
as
required
by
law.
The
approval
of
a
majority
of the
ENLC
Class
C
Common
Units
is
required
to
approve
any
matter
for
which
the
holders
of
ENLC
Class
C
Common
Units
are
entitled
to
vote
as
a
separate
class.
Each
ENLC
Class
C
Common
Unit
will
be
entitled
to
the
number
of
votes
equal
to
the
number
of
ENLC
Common
Units
into
which
an
ENLK
Series
B
Unit
is then
exchangeable
(i.e.,
the
product
of
the
number
of
ENLK
Series
B
Units
being
exchanged,
multiplied
by
the
Exchange
Ratio
(subject
to
certain
adjustments)).
In
addition,
the
Amended
ENLC
Operating
Agreement
provides
that
the
ENLC
Class
C
Common
Unitholders
have
certain
minority
protections,
including approval
rights
with
respect
to
substantially
the
same
matters
for
which
the
ENLK
Series
B
Unitholders
have
approval
rights
under
the
ENLK
Partnership Agreement.
117
Table
of
Contents
Amended
Registration
Right
Agreement
Immediately
following
the
Effective
Time
(the
"Restructuring
Effective
Time"),
ENLC
and
Enfield
will
enter
into
the
Amended
Registration
Rights Agreement.
Pursuant
to
the
Amended
Registration
Rights
Agreement,
Enfield
will
be
provided
with
certain
registration
rights
with
respect
to
the
ENLC
Common Units
issuable
upon
exchange
of
ENLK
Series
B
Units,
as
described
below.
As
soon
as
practicable
following
receipt
of
a
written
request
from
the
holders
of
a
majority
of
the
Registrable
Securities
(as
defined
in
the
Amended Registration
Rights
Agreement
to
include
the
ENLK
Series
B
Units,
including
any
additional
ENLK
Series
B
Units
issued
as
in-kind
distributions
pursuant
to
the Amended
ENLK
Partnership
Agreement),
ENLC
will
be
obligated
to
prepare
and
file
an
initial
registration
statement
under
the
Securities
Act
to
permit
the
public resale
of
Registrable
Securities
then
outstanding
from
time
to
time
as
permitted
by
Rule
415
of
the
Securities
Act.
Enfield
will
be
entitled
to
request
that
ENLC
file no
more
than
four
such
registration
statements
during
the
period
beginning
on
the
date
of
the
Amended
Registration
Rights
Agreement
and
ending
on
January
7, 2023,
subject
to
certain
thresholds,
delay
rights,
and
other
customary
provisions.
ENLC
will
not
be
obligated
to
file
any
such
registration
statement
from
and
after January
7,
2023.
Enfield
will
also
have
customary
piggyback
registration
rights
to
participate
in
underwritten
public
offerings
with
ENLC
and
to
offer
and
sell Registrable
Securities
in
such
offerings.
The
registration
rights
contemplated
by
the
Amended
Registration
Rights
Agreement
will
expire
when
the
Registrable
Securities
cease
to
collectively represent
at
least
1.5%
of
the
then-outstanding
ENLC
Common
Units
(on
an
as-converted
basis).
Amended
Board
Representation
Agreement
At
the
Restructuring
Effective
Time,
EMM,
ENLC,
and
TPG
will
enter
into
the
Amended
Board
Representation
Agreement.
Pursuant
to
the
Amended
Board Representation
Agreement,
TPG
will
have
the
right
to
appoint
one
member
to
the
ENLC
Board
at
all
times
from
the
date
of
execution
of
the
Amended
Board Representation
Agreement
until
the
earliest
to
occur
of
the
following:
(a)
Enfield
and
its
affiliates
holding
a
number
of
ENLK
Series
B
Units
and
ENLC
Common Units
issued
upon
the
exchange
of
ENLK
Series
B
Units
that
is
less
than
25%
of
the
number
of
ENLK
Series
B
Units
initially
issued
to
Enfield
on
January
7,
2016; (b)
the
sum
of
(i)
the
number
of
ENLC
Common
Units
into
which
ENLK
Series
B
Units
collectively
held
by
Enfield
and
its
affiliates
are
exchangeable
pursuant
to the
Amended
ENLC
Operating
Agreement
and
(ii)
the
number
of
ENLC
Common
Units
issued
upon
the
exchange
of
ENLK
Series
B
Units
held
by
Enfield
and
its affiliates,
representing
less
than
the
quotient
of
7.5%
divided
by
the
Exchange
Ratio
of
the
ENLC
Common
Units
then
outstanding;
and
(c)
Enfield
ceasing
to
be
an affiliate
of
TPG
Capital,
L.P.
Amended
Board
Information
Rights
Letter
Agreement
At
the
Restructuring
Effective
Time,
EMM,
ENLC,
and
the
Goldman
Parties
will
enter
into
the
Amended
Board
Information
Rights
Letter
Agreement. Pursuant
to
the
Amended
Board
Information
Rights
Letter
Agreement,
the
Goldman
Parties
will
be
provided
with
rights
to
require
EMM
and
ENLC
to
provide
the Goldman
Parties
with
copies
of
all
materials,
including
notices,
minutes,
and
consents,
distributed
to
the
members
of
the
ENLC
Board,
subject
to
certain exceptions.
The
Amended
Board
Information
Rights
Letter
Agreement
will
terminate
on
the
earliest
to
occur
of:
(a)
the
Goldman
Parties
and
their
affiliates
holding
a number
of
ENLK
Series
B
Units
and
ENLC
Common
Units
issued
upon
the
exchange
of
ENLK
Series
B
Units
that
is
less
than
25%
of
the
number
of
ENLK Series
B
Units
initially
issued
to
Enfield
on
January
7,
2016;
and
(b)
the
sum
of
(i)
the
number
of
ENLC
Common
Units
into
which
ENLK
Series
B
Units collectively
held
by
the
Goldman
Parties
and
its
affiliates
are
exchangeable
pursuant
to
the
Amended
ENLC
Operating
Agreement
and
(ii)
the
number
of
ENLC Common
Units
issued
upon
the
exchange
of
ENLK
Series
B
Units
held
by
118
Table
of
Contents
the
Goldman
Parties
and
its
affiliates,
representing
less
than
the
quotient
of
7.5%
divided
by
the
Exchange
Ratio
of
the
ENLC
Common
Units
then
outstanding.
Each
of
the
foregoing
descriptions
of
the
Amended
ENLK
Partnership
Agreement,
the
Amended
ENLC
Operating
Agreement,
the
Amended
Registration Rights
Agreement,
the
Amended
Board
Representation
Agreement,
and
the
Amended
Board
Information
Rights
Letter
Agreement
does
not
purport
to
be
complete and
is
qualified
in
its
entirety
by
reference
to
the
full
text
of
the
Amended
ENLK
Partnership
Agreement,
the
Amended
ENLC
Operating
Agreement,
the
Amended Registration
Rights
Agreement,
the
Amended
Board
Representation
Agreement,
or
the
Amended
Board
Information
Rights
Letter
Agreement,
as
applicable,
a copy
of
each
of
which
is
attached
as
an
exhibit
to
the
Preferred
Restructuring
Agreement
attached
hereto
as
Annex
E
and
is
incorporated
herein
by
reference.
119
Table
of
Contents
POST-MERGER
GOVERNANCE
AND
MANAGEMENT
Board
of
Directors
of
EMM
EMM's
directors
and
executive
officers
manage
ENLC's
operations
and
activities.
ENLC
expects
that
the
directors
and
executive
officers
of
EMM
prior
to
the Merger
will
continue
as
directors
and
executive
officers
of
EMM
after
the
Merger.
However,
GIP
Stetson
I,
the
sole
owner
of
EMM,
is
entitled
to
appoint
all
of
the members
of
the
ENLC
Board
in
its
sole
discretion,
and
may
determine
to
remove
or
replace
any
member
of
the
ENLC
Board,
or
appoint
one
or
more
additional members
of
the
ENLC
Board,
in
connection
with
the
consummation
of
the
Merger
or
otherwise.
As
of
the
date
of
this
joint
information
statement/proxy statement/prospectus,
GIP
Stetson
I
has
not
taken
any
action
under
the
EMM
LLC
Agreement
to
effect
any
such
changes
to
the
composition
of
the
ENLC
Board. ENLC
will
disclose
any
change
to
the
composition
of
the
ENLC
Board
in
the
public
filings
that
ENLC
makes
with
the
SEC
pursuant
to
the
applicable
rules
and regulations
of
the
Exchange
Act.
In
addition,
pursuant
to
the
Preferred
Restructuring
Agreement
and
the
Amended
and
Restated
Board
Representation
Agreement to
be
entered
into
upon
consummation
of
the
Merger,
Mr.
Ortega
or
another
designee
of
TPG
will
be
appointed
as
a
member
of
the
ENLC
Board.
For
further
information
regarding
EMM's
existing
directors
and
executive
officers,
please
refer
to
ENLC's
Annual
Report
on
Form
10-K
for
the
year
ended December
31,
2017,
as
updated
by
subsequent
Quarterly
Reports
on
Form
10-Q
and
Current
Reports
on
Form
8-K,
all
of
which
are
incorporated
by
reference
into this
joint
information
statement/proxy
statement/prospectus,
and
in
other
documents
that
are
incorporated
by
reference
into
this
joint
information
statement/proxy statement/prospectus.
For
further
information
regarding
Mr.
Ortega,
please
refer
to
ENLK's
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2017, which
is
incorporated
by
reference
into
this
joint
information
statement/proxy
statement/prospectus.
120
Table
of
Contents
CERTAIN
RELATIONSHIPS;
INTERESTS
OF
CERTAIN
PERSONS
IN
THE
MERGER
Relationship
of
ENLC
and
ENLK
ENLC's
assets
consist
of
equity
interests
in
ENLK
and
EOGP.
As
of
December
4,
2018,
ENLC's
direct
and
indirect
interests
in
ENLK
consisted
of
88,528,451 ENLK
Common
Units
representing
an
aggregate
21.5%
limited
partner
interest
in
ENLK,
consisting
of
(i)
68,248,199
ENLK
Common
Units
held
by
Acacia,
a wholly-owned
subsidiary
of
ENLC,
and
(ii)
20,280,252
ENLK
Common
Units
held
by
EMI,
a
wholly-owned
subsidiary
of
ENLC,
and
100%
ownership
interest
in EGP
(which
is
held
by
EMI),
which
owns
a
0.4%
general
partner
interest
and
all
of
the
Incentive
Distribution
Rights.
In
addition,
ENLC
owns
(through
EMI)
a 16.1%
limited
partner
interest
in
EOGP,
a
partnership
held
by
ENLC
and
ENLK
that
is
engaged
in
the
gathering
and
processing
of
natural
gas.
On
July
18,
2018,
subsidiaries
of
Devon
closed
a
transaction
to
sell
all
of
their
equity
interests
in
ENLK,
ENLC,
and
EMM
to
GIP
Stetson.
As
a
result
of
the GIP
Acquisition:
·
GIP
Stetson
I
acquired
all
of
the
equity
interests
held
by
subsidiaries
of
Devon
in
ENLK
and
EMM,
which
amount
to
100%
of
the
outstanding
limited
liability
company
interests
in
EMM
and
approximately
23.0%
of
the
outstanding
limited
partner
interests
in
ENLK
as
of
December
4,
2018.
Through
this
transaction,
GIP
acquired
control
of
(i)
EMM,
(ii)
ENLC,
and
(iii)
ENLK,
as
a
result
of
ENLC's
indirect
ownership
of
EGP;
·
GIP
Stetson
II
acquired
all
of
the
equity
interests
held
by
subsidiaries
of
Devon
in
ENLC,
which
amount
to
approximately
63.7%
of
the
ENLC
Common
Units
in
ENLC
as
of
December
4,
2018;
and
·
Through
this
transaction,
GIP
Stetson
acquired
control
of
(i)
EMM,
(ii)
ENLC,
and
(iii)
ENLK,
as
a
result
of
ENLC's
indirect
ownership
of
EGP.
In
addition,
some
of
the
directors
of
EMM
are
also
directors
of
EGP,
and
the
executive
officers
of
ENLC
are
also
executive
officers
of
ENLK.
Interests
of
Directors
and
Executive
Officers
in
the
Merger
General
The
directors
and
executive
officers
of
EGP
and
EMM
have
interests
in
the
Merger
that
are
or
may
be
different
from,
or
in
addition
to,
the
interests
of
the ENLK
Unitholders
and
ENLC
Unitholders
generally.
The
members
of
the
ENLK
Board
and
ENLC
Board
were
aware
of
and
considered
these
interests,
among other
matters,
in
evaluating
and
negotiating
the
Merger
Agreement
and
the
Merger,
and
in
recommending
to
ENLK's
Voting
Unitholders,
that
the
ENLK
Merger Proposal
be
approved
and
recommending
to
the
ENLC
Unitholders
that
the
ENLC
Unit
Issuance
be
approved,
as
applicable.
These
interests
include:
·
certain
members
of
the
ENLK
Board
and
the
executive
officers
of
EGP
and
EMM
hold
ENLK
Equity
Awards,
which
(as
with
all
holders
of
such
ENLK
Equity
Awards)
will
be
converted
into
awards
with
respect
to
ENLC
Common
Units,
without
any
action
on
the
part
of
the
holder
thereof,
that
will
be
subject
to
substantially
the
same
terms
as
were
applicable
to
such
ENLK
Equity
Awards
immediately
prior
to
the
Effective
Time;
·
certain
executive
officers
of
EGP
and
EMM
hold
ENLK
Equity
Awards
comprised
of
ENLK
Performance
Units
and
ENLC
Equity
Awards
comprised
of
ENLC
Performance
Units,
which
will
be
modified
in
connection
with
the
Merger,
such
that,
the
performance
metric
with
respect
to
such
awards
will,
on
a
weighted
average
basis,
(i)
continue
to
apply
to
the
average
TSR
performance
of
ENLK
and
ENLC
relative
to
the
TSR
performance
of
the
"Peer
Companies"
(as
defined
in
the
applicable
award
agreements)
with
respect
to
periods
preceding
the
Effective
121
Table
of
Contents
Time,
and
(ii)
apply
solely
to
the
TSR
performance
of
ENLC
relative
to
the
TSR
performance
of
the
Peer
Companies
with
respect
to
periods
on
and after
the
Effective
Time;
·
all
of
the
officers
of
EGP
are
also
officers
of
EMM
and
are
compensated,
in
part,
based
on
the
performance
of
ENLC
and
are
expected
to
continue
to
serve
as
officers
of
EMM
following
the
Merger;
·
all
of
the
directors
and
executive
officers
of
EGP
have
the
right
to
indemnification
under
the
organizational
documents
of
EGP,
the
ENLK
Partnership
Agreement,
and
the
Merger
Agreement,
and
will
receive
continued
indemnification
for
their
actions
as
directors
and
executive
officers;
·
certain
members
of
the
ENLK
Board,
none
of
whom
is
a
member
of
the
ENLK
Conflicts
Committee,
own
ENLC
Common
Units;
·
certain
members
of
the
ENLK
Board,
none
of
whom
is
a
member
of
the
ENLK
Conflicts
Committee,
also
serve
as
officers
of
EMM,
have
certain
duties
to
the
members
of
ENLC
and
are
compensated,
in
part,
based
on
the
performance
of
ENLC;
·
Barry
E.
Davis,
William
J.
Brilliant,
Leldon
E.
Echols,
Michael
J.
Garberding,
Matthew
C.
Harris,
and
William
A.
Woodburn,
each
of
whom
is
a
member
of
the
ENLK
Board,
also
are
members
of
the
ENLC
Board;
and
·
Christopher
Ortega,
a
member
of
the
ENLK
Board,
was
designated
by
TPG
as
a
member
of
the
ENLK
Board
pursuant
to
a
Board
Representation
Agreement,
dated
January
7,
2016,
among
TPG,
EGP,
EMI,
and
ENLK.
Pursuant
to
the
Preferred
Restructuring
Agreement
and
the
Amended
and
Restated
Board
Representation
Agreement
to
be
entered
into
upon
consummation
of
the
Merger,
Mr.
Ortega
or
another
designee
of
TPG
will
be
appointed
as
a
member
of
the
ENLC
Board.
TPG
and
the
Goldman
Parties
are
the
owners
of
Enfield,
the
record
holder
of
all
of
the
ENLK
Series
B
Units.
See
"The
Preferred
Restructuring
Agreement"
for
a
description
of
the
treatment
of
the
ENLK
Series
B
Units
in
connection
with
the
Transactions.
Equity
Interests
of
Directors
and
Executive
Officers
in
ENLC
and
ENLK
Certain
EMM
and
EGP
officers
and
directors
own
ENLK
Common
Units,
which
will
be
converted
into
ENLC
Common
Units
in
connection
with
the
Merger. The
following
table
sets
forth
the
beneficial
ownership
of
the
directors
and
executive
officers
of
EMM
and
EGP
in
the
equity
of
(i)
ENLK
prior
to
122
Table
of
Contents
the
Merger,
(ii)
ENLC
prior
to
the
Merger,
and
(iii)
ENLC
after
giving
effect
to
the
Merger,
each
as
of
December
4,
2018:
Name Barry
E.
Davis Michael
J.
Garberding Eric
D.
Batchelder Benjamin
D.
Lamb Alaina
K.
Brooks
James
C.
Crain
Leldon
E.
Echols Rolf
A.
Gafvert
Scott
A.
Griffiths
Kyle
D.
Vann Christopher
Ortega William
J.
Brilliant Matthew
C.
Harris William
A.
Woodburn
ENLK
Common
Units
ENLC
Common
ENLC
Beneficially
Units
Common
Units
Owned
Prior
Beneficially
Beneficially
Positions
with
Positions
with
to
the
Owned
Prior
to
Owned
After
EMM
EGP
Merger(1)
the
Merger(1)
the
Merger(1)
Director
and
Executive
Chairman
Director
and
Executive
Chairman
756,871(2)
2,022,286(6)
2,892,688
of
the
Board
of
the
Board
President
and
Chief
Executive
President
and
Chief
Executive
315,608(3)
311,895(7)
674,845
Officer
and
Director
Officer
and
Director
Executive
Vice
President
and
Executive
Vice
President
and
12,331
10,769
24,950
Chief
Financial
Officer
Chief
Financial
Officer
Executive
Vice
President
and
Executive
Vice
President
and
141,896(4)
122,254(8)
285,435
Chief
Operating
Officer
Chief
Operating
Officer
Executive
Vice
President,
Chief
Executive
Vice
President,
Chief
40,287(5)
42,858(9)
89,189
Legal
and
Administrative
Officer, Legal
and
Administrative
Officer,
and
Secretary
and
Secretary
Director,
Chairman
of
the
N/A
--
77,306
77,306
Conflicts
Committee,
Member
of
the
Audit
Committee
Director
and
Chairman
of
the
Director
and
Member
of
the
31,697
34,903
71,355
Audit
Committee
Audit
Committee
Director,
Chairman
of
the
N/A
--
20,910
20,910
Governance
and
Compensation
Committee,
Member
of
the
Conflicts
Committee,
Member
of
the
Audit
Committee
N/A
Director
and
Member
of
the
21,148
--
24,321
Compensation,
Conflicts,
and
Audit
Committees
N/A
Director
and
Member
of
the
65,393
--
75,202
Conflicts
and
Audit
Committees
N/A
Director
--
--
--
Director
Director
and
Member
of
the
--
--
--
Compensation
Committee
Director
Director
--
--
--
Director
Director
--
--
--
(1)
Pursuant
to
Rule
13d-3
under
the
Exchange
Act,
a
person
has
beneficial
ownership
of
a
security
as
to
which
that
person,
directly
or
indirectly,
through
any
contract,
arrangement,
understanding,
relationship,
or
otherwise
has
or
shares
voting
power
and/or
investment
power
of
such
security
and
as
to
which
that
person
has
the
right
to
acquire
beneficial
ownership
of
such
security
within
60
days.
123
Table
of
Contents
(2)
Includes
512,230
common
units
owned
of
record
by
Mr.
Davis
and
244,641
restricted
incentive
units
that
are
deemed
beneficially
owned
assuming
maximum
payout
of
performance-based
restricted
incentive
units.
Of
these
common
units
owned,
50,042
are
held
by
MK
Holdings,
LP,
a
family
limited
partnership,
which
Mr.
Davis
controls,
and
Mr.
Davis
disclaims
beneficial
ownership
of
these
securities
except
to
the
extent
of
his
pecuniary
interest
therein.
(3)
Includes
165,328
common
units
owned
of
record
by
Mr.
Garberding
and
150,280
restricted
incentive
units
that
are
deemed
beneficially
owned
assuming
maximum
payout
of
performance-based
restricted
incentive
units.
(4)
Includes
88,308
common
units
owned
of
record
by
Mr.
Lamb
and
53,588
restricted
incentive
units
that
are
deemed
beneficially
owned.
(5)
Includes
no
common
units
owned
of
record
by
Ms.
Brooks
and
40,287
restricted
incentive
units
that
are
deemed
beneficially
owned
by
Ms.
Brooks
assuming
maximum
payout
of
performance-based
restricted
incentive
units.
(6)
Includes
1,810,933
common
units
owned
of
record
by
Mr.
Davis
and
211,353
restricted
incentive
units
that
are
deemed
beneficially
owned
assuming
maximum
payout
of
performance-based
restricted
incentive
units.
Of
these
common
units
owned,
1,025,000
are
held
by
MK
Holdings,
LP,
a
family
limited
partnership,
which
Mr.
Davis
controls,
and
Mr.
Davis
disclaims
beneficial
ownership
of
these
securities
except
to
the
extent
of
his
pecuniary
interest
therein.
(7)
Includes
182,064
common
units
owned
of
record
by
Mr.
Garberding
and
129,831
restricted
incentive
units
that
are
deemed
beneficially
owned
assuming
maximum
payout
of
performance-based
restricted
incentive
units.
(8)
Includes
75,958
common
units
owned
of
record
by
Mr.
Lamb
and
46,296
restricted
incentive
units
that
are
deemed
beneficially
owned.
(9)
Includes
no
common
units
owned
of
record
by
Ms.
Brooks
and
42,858
restricted
incentive
units
that
are
deemed
beneficially
owned
assuming
maximum
payout
of
performance-
based
restricted
incentive
units.
Treatment
of
Equity
Awards
The
directors
and
executive
officers
of
EGP
and
EMM
hold
outstanding
ENLK
Equity
Awards
and
ENLC
Equity
Awards
that
have
not
yet
vested.
Pursuant to
the
Merger
Agreement,
each
ENLK
Equity
Award
will
automatically
be
converted,
without
any
action
on
the
part
of
the
holder
thereof,
into
the
right
to
receive a
comparable
award
with
respect
to
ENLC
Common
Units
as
follows:
·
Each
ENLK
Equity
Award
consisting
of
ENLK
Restricted
Incentive
Units
will
be
converted
into
an
award
with
respect
to
ENLC
Common
Units
(i.e.,
as
an
ENLC
Replacement
RIU
Award)
with
substantially
the
same
terms
as
were
in
effect
immediately
prior
to
the
Effective
Time,
provided
that
such
ENLC
Replacement
RIU
Award
will
relate
to
a
number
of
ENLC
Common
Units
equal
to
the
number
of
ENLK
Common
Units
subject
to
such
ENLK
Equity
Award
multiplied
by
the
Exchange
Ratio,
rounded
up
to
the
nearest
whole
unit.
·
Each
ENLK
Equity
Award
consisting
of
ENLK
Performance
Units
will
be
converted
into
an
award
with
respect
to
ENLC
Common
Units
(i.e.,
as
an
ENLC
Replacement
PU
Award)
with
substantially
the
same
terms
as
were
in
effect
immediately
prior
to
the
Effective
Time,
provided
that
(a)
such
ENLC
Replacement
PU
Award
will
relate
to
a
number
of
ENLC
Common
Units
equal
to
the
number
of
ENLK
Common
Units
subject
to
such
ENLK
Equity
Award
multiplied
by
the
Exchange
Ratio,
rounded
up
to
the
nearest
whole
unit,
and
(b)
the
performance
metric
applicable
to
such
ENLK
Equity
Award
will
be
modified
such
that
the
performance
metric,
as
modified,
will,
on
a
weighted
average
basis,
relate
to
the
average
total
shareholder
return
(or
"TSR"
(as
defined
in
the
applicable
award
agreements))
performance
of
ENLK
and
ENLC
relative
to
the
TSR
performance
of
the
"Peer
Companies"
(as
defined
in
the
applicable
award
agreements)
with
respect
to
periods
preceding
the
Effective
Time
and
relate
solely
to
the
TSR
performance
of
ENLC
relative
to
the
Peer
Companies
with
respect
to
periods
on
and
after
the
Effective
Time.
·
Each
ENLK
Equity
Award
consisting
of
ENLK
Unit
Options
will
be
converted
into
an
award
with
respect
to
ENLC
Common
Units
(i.e.,
as
an
ENLC
Replacement
Option
Award)
with
substantially
the
same
terms
as
were
in
effect
immediately
prior
to
the
Effective
Time,
provided
that
such
ENLC
Replacement
Option
Award
will
(a)
relate
to
a
number
of
ENLC
Common
124
Table
of
Contents
Units
equal
to
the
number
of
ENLK
Common
Units
subject
to
such
ENLK
Equity
Award
multiplied
by
the
Exchange
Ratio,
rounded
down
to
the nearest
whole
unit,
and
(b)
have
an
exercise
price
per
each
applicable
ENLC
Common
Unit
equal
to
the
exercise
price
in
respect
of
an
ENLK Common
Unit
under
such
ENLK
Equity
Award
divided
by
the
Exchange
Ratio,
rounded
up
to
the
nearest
whole
cent.
·
Each
ENLC
Equity
Award
consisting
of
ENLC
Performance
Units
will
automatically
be
modified,
without
any
action
on
the
part
of
the
holder
thereof,
in
respect
of
the
performance
metric
applicable
thereto.
The
performance
metric,
as
modified,
will,
on
a
weighted
average
basis,
relate
to
the
average
total
shareholder
return
(or
"TSR"
(as
defined
in
the
applicable
award
agreements))
performance
of
ENLK
and
ENLC
relative
to
the
TSR
performance
of
the
"Peer
Companies"
(as
defined
in
the
applicable
award
agreements)
with
respect
to
periods
preceding
the
Effective
Time
and
relate
solely
to
the
TSR
performance
of
ENLC
relative
to
the
Peer
Companies
in
respect
of
periods
on
and
after
the
Effective
Time.
Although
there
will
be
no
acceleration
of
vesting
of
any
of
the
outstanding
and
unvested
ENLK
Equity
Awards
and
ENLC
Equity
Awards
in
connection
with the
Merger,
as
described
further
below,
certain
provisions
currently
applicable
to
such
awards
will
remain
in
effect
for
periods
on
and
after
the
Effective
Time, which
could,
under
certain
circumstances,
result
in
the
accelerated
vesting
of
such
awards.
In
particular,
certain
outstanding
ENLK
Equity
Awards
and
ENLC Equity
Awards
that
were
granted
prior
to
July
18,
2018
include
accelerated
vesting
features
that
may
apply
in
connection
with
the
change
of
control
that
occurred for
purposes
of
such
awards
as
a
result
of
the
GIP
Acquisition.
As
a
result
of
such
change
of
control,
accelerated
vesting
may
be
triggered
upon
the
holder's "Qualifying
Termination"
or
"Retirement",
as
each
such
term
is
defined
in
the
applicable
award
agreements
that
are
applicable
to
such
ENLK
Equity
Awards
and ENLC
Equity
Awards.
For
these
purposes,
a
qualifying
termination
will
occur
if
the
holder
(i)
is
involuntarily
terminated
without
"Cause"
as
such
term
is
defined in
the
applicable
long-term
incentive
plans
or
(ii)
voluntarily
terminates
his
or
her
employment
for
"Good
Reason"
as
such
term
is
defined
in
the
applicable
award agreements.
In
addition,
a
Retirement
will
occur
if
the
holder
(A)
agrees
to
comply
with
certain
restrictive
covenants
(and
complies
with
such
covenants)
and (B)
voluntarily
terminates
his
or
her
employment
after
attaining
the
requisite
age
and
years
of
continuous
service
with
ENLC,
ENLK,
and/or
their
affiliates.
The
following
table
sets
forth
(i)
the
number
of
ENLK
Common
Units
that
relate
to
each
ENLK
Equity
Award
held
by
each
director
and
executive
officer
of EGP
and
EMM
as
of
December
4,
2018
and
(ii)
the
resulting
number
of
ENLC
Common
Units
that
will
relate
to
ENLC
Equity
Awards
(i.e.,
as
125
Table
of
Contents
ENLC
Replacement
RIU
Awards
and
ENLC
Replacement
PU
Awards
(assuming
a
target
payout))
as
a
result
of
the
conversion
of
such
ENLK
Equity
Awards described
above:
Name Barry
E.
Davis Michael
J.
Garberding Eric
D.
Batchelder Benjamin
D.
Lamb Alaina
K.
Brooks James
C.
Crain
Leldon
E.
Echols Rolf
A.
Gafvert
Scott
A.
Griffiths
Kyle
D.
Vann Christopher
Ortega William
J.
Brilliant Matthew
C.
Harris William
A.
Woodburn
ENLK
Equity
ENLC
Equity
Awards
Prior
Awards
After
Positions
with
EMM
Positions
with
EGP
to
the
Merger
the
Merger
Director
and
Executive
Chairman
of
the
Director
and
Executive
Chairman
of
the
386,467
444,438
Board
Board
President
and
Chief
Executive
Officer
and
President
and
Chief
Executive
Officer
and
433,499
498,524
Director
Director
Executive
Vice
President
and
Chief
Executive
Vice
President
and
Chief
78,273
90,014
Financial
Officer
Financial
Officer
Executive
Vice
President
and
Chief
Executive
Vice
President
and
Chief
194,887
224,121
Operating
Officer
Operating
Officer
Executive
Vice
President,
Chief
Legal
Executive
Vice
President,
Chief
Legal
116,366
133,821
and
Administrative
Officer,
and
Secretary and
Administrative
Officer,
and
Secretary
Director,
Chairman
of
the
Conflicts
N/A
--
--
Committee,
Member
of
the
Audit
Committee
Director
and
Member
of
the
Audit
Director
and
Member
of
the
Audit
3,741
4,303
Committee
Committee
Director,
Chairman
of
the
Governance
N/A
--
--
and
Compensation
Committee,
Member
of
the
Conflicts
Committee,
Member
of
the
Audit
Committee
N/A
Director
and
Member
of
the
7,482
8,605
Compensation,
Conflicts,
and
Audit
Committees
N/A
Director
and
Member
of
the
Conflicts
and
7,482
8,605
Audit
Committees
N/A
Director
--
--
Director
and
Member
of
the
Director
and
Member
of
the
--
--
Compensation
Committee
Compensation
Committee
Director
Director
--
--
Director
Director
--
--
Support
Agreements
Concurrently
with
the
execution
and
delivery
of
the
Merger
Agreement,
ENLC,
GIP
Stetson
I,
Acacia,
and
EMI
entered
into
the
ENLK
Support
Agreement with
ENLK,
pursuant
to
which
GIP
Stetson
I,
Acacia,
and
EMI,
the
Supporting
Common
Unitholders,
agreed
to,
among
other
things
and
while
the
ENLK
Support Agreement
remains
in
effect,
vote
the
94,660,600
ENLK
Common
Units,
68,248,199
ENLK
Common
Units,
and
20,280,252
ENLK
Common
Units
(representing, in
the
aggregate,
approximately
44.5%
of
the
outstanding
ENLK
Voting
Units)
held
of
record
and
beneficially
by
each
of
the
Supporting
Common
Unitholders, respectively,
in
favor
of
the
approval
of
the
ENLK
Merger
Proposal
and,
if
necessary,
the
ENLK
Adjournment
Proposal.
Additionally,
concurrently
with
the
execution
of
the
Merger
Agreement,
the
Enfield
Parties
and
ENLK
entered
into
the
Enfield
Support
Agreement,
pursuant to
which,
among
other
things
and
while
the
Enfield
Support
Agreement
remains
in
effect,
Enfield
agreed
to
vote
the
ENLK
Series
B
Units
that
it
held
as
of
such time
and
any
additional
ENLK
Series
B
Units
it
acquired
in
favor
of
the
approval
of
126
Table
of
Contents
the
ENLK
Merger
Proposal
and,
if
necessary,
the
ENLK
Adjournment
Proposal.
Enfield
holds
58,728,994
ENLK
Series
B
Units
of
record
(representing approximately
14.3%
of
the
outstanding
ENLK
Voting
Units).
Additionally,
concurrently
with
the
execution
of
the
Merger
Agreement,
GIP
Stetson
II
and
ENLK
entered
into
the
GIP
Support
Agreement,
pursuant
to which
GIP
Stetson
II
agreed
to,
among
other
things,
vote
the
115,495,669
ENLC
Common
Units
(representing
approximately
63.7%
of
the
outstanding
ENLC Common
Units)
held
of
record
and
beneficially
by
GIP
Stetson
II
in
favor
of
the
adoption
of
the
ENLC
Unit
Issuance
and
any
related
matter
that
must
be
approved by
the
ENLC
Unitholders
in
order
for
the
Transactions,
including
the
ENLC
Unit
Issuance,
to
be
consummated.
GIP
Stetson
II
has
executed
and
delivered
the ENLC
Written
Consent.
Pursuant
to
the
GIP
Support
Agreement,
GIP
Stetson
II
agreed
that
it
will
not
amend,
modify,
withdraw,
terminate,
or
revoke
the
ENLC Written
Consent.
The
Supporting
Voting
Unitholders
collectively
own
ENLK
Voting
Units
representing
approximately
58.8%
of
the
outstanding
ENLK
Voting
Units.
As
a result,
the
affirmative
vote
by
the
Supporting
Voting
Unitholders
will
be
sufficient
to
approve
the
ENLK
Merger
Proposal
and,
if
necessary,
the
ENLK Adjournment
Proposal.
For
more
information,
please
read
"The
Support
Agreements."
127
Table
of
Contents
SECURITY
OWNERSHIP
OF
CERTAIN
BENEFICIAL
OWNERS
AND
MANAGEMENT
Ownership
of
EnLink
Midstream,
LLC
The
following
table
shows
the
beneficial
ownership
of
ENLC
Common
Units
as
of
December
4,
2018
owned
by:
·
each
person
who
is
known
to
ENLC
to
beneficially
own
more
than
5%
of
the
ENLC
Common
Units
(calculated
in
accordance
with
Rule
13d-3);
·
all
of
the
directors
of
EMM;
·
each
named
executive
officer
of
EMM;
and
·
all
the
directors
and
executive
officers
of
EMM
as
a
group.
The
percentage
of
total
ENLC
Common
Units
beneficially
owned
is
based
on
a
total
of
181,728,915
ENLC
Common
Units
(including
430,338
ENLC restricted
incentive
units
that
are
deemed
beneficially
owned)
as
of
December
4,
2018.
Name
of
Beneficial
Owner(1)
GIP
Stetson
II(3) Chicksaw
Capital
Management,
LLC Barry
E.
Davis(4) Michael
J.
Garberding(5) Eric
D.
Batchelder Benjamin
D.
Lamb(6) James
C.
Crain(7) Leldon
E.
Echols Rolf
A.
Gafvert William
J.
Brilliant Matthew
C.
Harris William
A.
Woodburn All
directors
and
executive
officers
of
EMM
as
a
group
(11
persons)
Percentage
of
ENLC
Common
ENLC
Common
Units
Beneficially
Units
Beneficially
Owned(2)
Owned
115,495,669
63.55%
15,341,583
8.44%
2,022,286
1.11%
311,895
*
10,769
*
122,254
*
77,306
*
34,903
*
20,910
*
--
--
--
--
--
--
2,643,181
1.45%
*
Less
than
1%.
(1) The
address
of
each
person
listed
above
is
1722
Routh
Street,
Suite
1300,
Dallas,
Texas
75201,
except
for
(i)
GIP
Stetson
II,
whose address
is
1345
Avenue
of
the
Americas,
30th
Floor,
New
York,
New
York
10105,
and
(ii)
Chickasaw
Capital
Management,
LLC, whose
address
is
6075
Poplar
Avenue,
Suite
720,
Memphis,
Tennessee,
38119.
(2) Pursuant
to
Rule
13d-3
under
the
Exchange
Act,
a
person
has
beneficial
ownership
of
a
security
as
to
which
that
person,
directly
or indirectly,
through
any
contract,
arrangement,
understanding,
relationship,
or
otherwise
has
or
shares
voting
power
and/or investment
power
of
such
security
and
as
to
which
that
person
has
the
right
to
acquire
beneficial
ownership
of
such
security
within 60
days.
(3) GIP
Stetson
II
is
the
record
holder
of
115,495,669
ENLC
Common
Units.
Global
Infrastructure
Investors
III,
LLC
is
the
sole general
partner
of
Global
Infrastructure
GP
III,
L.P.,
which
is
the
general
partner
of
each
of
GIP
III
Stetson
Aggregator
I,
L.P.
and GIP
III
Stetson
Aggregator
II,
L.P.,
which
are
the
managing
members
of
GIP
III
Stetson
GP,
LLC,
which
is
the
general
partner
of GIP
Stetson
II.
As
a
result,
Global
128
Table
of
Contents
Infrastructure
Investors
III,
LLC,
Global
Infrastructure
GP
III,
L.P.,
GIP
III
Stetson
Aggregator
I,
L.P.,
GIP
III
Stetson
Aggregator II,
L.P.
and
GIP
III
Stetson
GP,
LLC
may
be
deemed
to
share
beneficial
ownership
of
the
ENLC
Common
Units
held
by
GIP Stetson
II.
(4) Includes
1,810,933
ENLC
Common
Units
owned
of
record
by
Mr.
Davis
and
211,353
restricted
incentive
units
that
are
deemed beneficially
owned
assuming
maximum
payout
of
performance-based
restricted
incentive
units.
Of
these
ENLC
Common
Units owned,
1,025,000
are
held
by
MK
Holdings,
LP,
a
family
limited
partnership,
which
Mr.
Davis
controls,
and
Mr.
Davis
disclaims beneficial
ownership
of
these
securities
except
to
the
extent
of
his
pecuniary
interest
therein.
(5) Includes
182,064
ENLC
Common
Units
owned
of
record
by
Mr.
Garberding
and
129,831
restricted
incentive
units
that
are
deemed beneficially
owned
assuming
maximum
payout
of
performance-based
restricted
incentive
units.
(6) Includes
75,958
ENLC
Common
Units
owned
of
record
by
Mr.
Lamb
and
46,296
restricted
incentive
units
that
are
deemed beneficially
owned.
(7) 1,000
of
these
ENLC
Common
Units
are
held
by
the
James
C.
Crain
Trust,
and
Mr.
Crain
disclaims
beneficial
ownership
of
these securities
except
to
the
extent
of
his
pecuniary
interest
therein.
Ownership
of
EnLink
Midstream
Partners,
LP
The
following
table
shows
the
beneficial
ownership
of
ENLK
Common
Units
and
ENLK
Series
B
Units
as
of
December
4,
2018
owned
by:
·
each
person
who
is
known
to
ENLK
to
beneficially
own
more
than
5%
of
the
ENLK
Common
Units
(calculated
in
accordance
with
Rule
13d-3);
·
all
of
the
directors
of
EGP;
·
each
named
executive
officer
of
EGP;
and
·
all
the
directors
and
executive
officers
of
EGP
as
a
group.
The
percentage
of
total
ENLK
Common
Units
and
ENLK
Series
B
Units
beneficially
owned
is
based
on
a
total
of
353,594,303
ENLK
Common
Units (including
488,796
ENLK
restricted
incentive
units
that
are
deemed
beneficially
owned)
and
58,728,994
ENLK
Series
B
Units
as
of
December
4,
2018.
ENLK Series
C
Units
are
perpetual
preferred
units
that
are
not
convertible
into
ENLK
Common
Units
and
therefore
are
not
factored
into
the
percentage
ownership calculations.
None
of
the
named
129
Table
of
Contents
beneficial
owners
set
forth
in
the
table
below
owns
any
of
the
400,000
outstanding
ENLK
Series
C
Units
as
of
December
4,
2018.
Name
of
Beneficial
Owner(1)
GIP
Stetson
I(5) Enfield
Holdings,
L.P.(6) Barry
E.
Davis(7) Michael
J.
Garberding(8) Eric
D.
Batchelder Benjamin
D.
Lamb(9) Leldon
E.
Echols Scott
A.
Griffiths Kyle
D.
Vann Christopher
Ortega William
J.
Brilliant Matthew
C.
Harris William
A.
Woodburn All
directors
and
executive
officers
as
a
group
(12 persons)
Percentage
of
Percentage
of
ENLK
ENLK
Series
B
Series
B
Common
Units
Common
Units
Preferred
Units
Preferred
Units
Beneficially
Beneficially
Beneficially
Beneficially
Owned(2)
Owned(3)
Owned(2)
Owned
Total
Units
Beneficially
Owned(2)
Percentage
of
Total
Units
Beneficially
Owned(4)
183,189,051
51.81%
--
--%
183,189,051
44.43%
58,728,994
*
--
100%
58,728,994
14.24%
756,871
*
--
--%
756,871
*
315,608
*
--
--%
351,608
*
12,331
*
--
--%
12,331
*
141,896
*
--
--%
141,896
*
31,697
*
--
--%
31,697
*
21,148
*
--
--%
21,148
*
65,393
*
--
--%
65,393
*
--
--%
--
--%
--
--%
--
--%
--
--%
--
--%
--
--%
--
--%
--
--%
--
--%
--
--%
--
--%
1,385,231
*
--
--%
1,385,231
*
*
Less
than
1%.
(1) The
address
of
each
person
listed
above
is
1722
Routh
Street,
Suite
1300,
Dallas,
Texas
75201
except
for
(i)
GIP
Stetson
I,
whose
address is
1345
Avenue
of
the
Americas,
30th
Floor,
New
York,
New
York
10105,
and
(ii)
Enfield
Holdings,
L.P.,
whose
address
is
301 Commerce
Street,
Fort
Worth,
Texas
76102.
(2) Pursuant
to
Rule
13d-3
under
the
Exchange
Act,
a
person
has
beneficial
ownership
of
a
security
as
to
which
that
person,
directly
or indirectly,
through
any
contract,
arrangement,
understanding,
relationship,
or
otherwise
has
or
shares
voting
power
and/or
investment power
of
such
security
and
as
to
which
that
person
has
the
right
to
acquire
beneficial
ownership
of
such
security
within
60
days.
(3) The
percentages
reflected
in
the
column
below
are
based
on
a
total
of
353,594,303
ENLK
Common
Units,
including
488,796
ENLK restricted
incentive
units
that
are
deemed
beneficially
owned.
(4) The
percentages
reflected
in
the
column
below
are
based
on
a
total
of
412,323,297
ENLK
Common
Units,
which
includes
the
ENLK Common
Units
described
in
(3)
above,
and
58,728,994
ENLK
Series
B
Units,
which
are
convertible
into
ENLK
Common
Units
on
a
onefor-one
basis,
subject
to
certain
adjustments.
ENLK
Series
C
Units
are
perpetual
preferred
units
that
are
not
convertible
into
ENLK Common
Units
and
therefore
are
not
factored
into
the
percent
ownership
calculations.
(5) GIP
Stetson
I
is
the
record
holder
of
94,660,600
ENLK
Common
Units;
EMI
is
the
record
holder
of
20,280,252
ENLK
Common
Units; and
Acacia
is
the
record
holder
of
68,248,199
ENLK
Common
Units.
EMM
is
the
managing
member
of
ENLC,
which
is
the
sole shareholder
of
Acacia
and
EMI.
As
a
result,
each
of
EMM
and
ENLC
may
be
deemed
to
share
beneficial
ownership
of
the
ENLK
Common Units
held
by
EMI
and
Acacia.
GIP
Stetson
I
is
the
sole
member
of
EMM
and
may
be
deemed
to
share
beneficial
ownership
of
the
ENLK Common
Units
beneficially
owned
by
EMM.
Further,
with
respect
to
GIP
Stetson
I,
Global
Infrastructure
Investors
III,
LLC
is
the
sole general
partner
of
Global
Infrastructure
GP
III,
L.P.,
which
is
the
general
partner
of
each
of
GIP
III
Stetson
Aggregator
I,
L.P.
and
GIP
III Stetson
Aggregator
II,
L.P.,
which
are
the
managing
members
of
GIP
III
Stetson
GP,
LLC,
which
is
the
general
partner
of
GIP
Stetson
I. As
a
result,
Global
Infrastructure
Investors
III,
LLC,
Global
Infrastructure
GP
III,
L.P.,
GIP
III
Stetson
Aggregator
I,
L.P.,
GIP
III
Stetson Aggregator
130
Table
of
Contents (6)
II,
L.P.
and
GIP
III
Stetson
GP,
LLC
may
be
deemed
to
share
beneficial
ownership
of
the
ENLK
Common
Units
beneficially
owned
by GIP
Stetson
I.
Reflects
58,728,994
ENLK
Common
Units
issuable
upon
the
conversion
of
58,728,994
ENLK
Series
B
Units.
The
ENLK
Series
B
Units are
convertible
on
a
one-for-one
basis
as
described
herein.
(7) Includes
512,230
ENLK
Common
Units
owned
of
record
by
Mr.
Davis
and
244,641
ENLK
restricted
incentive
units
that
are
deemed beneficially
owned
assuming
maximum
payout
of
performance-based
restricted
incentive
units.
Of
these
ENLK
Common
Units
owned, 50,042
are
held
by
MK
Holdings,
LP,
a
family
limited
partnership,
which
Mr.
Davis
controls,
and
Mr.
Davis
disclaims
beneficial ownership
of
these
securities
except
to
the
extent
of
his
pecuniary
interest
therein.
(8) Includes
165,328
ENLK
Common
Units
owned
of
record
by
Mr.
Garberding
and
150,280
ENLK
restricted
incentive
units
that
are
deemed beneficially
owned
assuming
maximum
payout
of
performance-based
restricted
incentive
units.
(9) Includes
88,308
ENLK
Common
Units
owned
of
record
by
Mr.
Lamb
and
53,588
ENLK
restricted
incentive
units
that
are
deemed beneficially
owned.
131
Table
of
Contents
COMPARISON
OF
THE
RIGHTS
OF
ENLC
UNITHOLDERS
AND
ENLK
UNITHOLDERS
ENLC
is
a
limited
liability
company
and
ENLK
is
a
limited
partnership.
Ownership
interests
in
a
limited
partnership
are
fundamentally
different
from ownership
interests
in
a
limited
liability
company.
The
rights
of
ENLC
Unitholders
are
governed
by
the
ENLC
certificate
of
formation,
the
ENLC
Operating Agreement,
and
the
DLLCA.
The
rights
of
ENLK
Voting
Unitholders
are
governed
by
the
ENLK
certificate
of
limited
partnership,
the
ENLK
Partnership Agreement,
and
the
Delaware
LP
Act.
If
the
Merger
is
completed,
the
rights
of
former
ENLK
Common
Unitholders
as
ENLC
Unitholders
and
the
rights
of
ENLK Series
B
Unitholders
as
ENLC
Class
C
Common
Unitholders
will
be
governed
by
the
ENLC
certificate
of
formation,
the
Amended
ENLC
Operating
Agreement and
the
DLLCA.
Unless
the
context
otherwise
requires,
(i)
the
summary
of
the
rights
of
ENLC
Unitholders
appearing
in
this
section
describe
the
rights
provided for
in
the
Amended
ENLC
Operating
Agreement
and
(ii)
references
in
this
section
to
the
ENLC
Operating
Agreement
will
be
deemed
to
refer
to
the
Amended ENLC
Operating
Agreement.
There
are
many
differences
between
the
rights
of
ENLC
Unitholders
and
the
rights
of
ENLK
Common
Unitholders.
The
following
description
summarizes
the material
differences
that
may
affect
the
rights
of
ENLC
Unitholders
and
ENLK
Common
Unitholders
but
does
not
purport
to
be
a
complete
statement
of
all
those differences,
or
a
complete
description
of
the
specific
provisions
referred
to
in
this
summary.
The
identification
of
specific
differences
is
not
intended
to
indicate that
other
equally
significant
or
more
significant
differences
do
not
exist.
ENLK
Common
Unitholders
should
read
carefully
the
relevant
provisions
of
the
ENLC certificate
of
formation,
the
ENLC
Operating
Agreement,
the
Amended
ENLC
Operating
Agreement,
the
ENLK
certificate
of
limited
partnership,
and
the
ENLK Partnership
Agreement.
Copies
of
the
documents
referred
to
in
this
summary
may
be
obtained
as
described
under
"Where
You
Can
Find
More
Information,"
other than
the
Amended
ENLC
Operating
Agreement,
a
form
of
which
is
attached
as
an
exhibit
to
the
Preferred
Restructuring
Agreement
attached
hereto
as
Annex
E
. Capitalized
terms
used
herein
and
not
otherwise
defined
herein
are
used
herein
as
defined
in
the
Amended
ENLC
Operating
Agreement
and
the
ENLK
Partnership Agreement,
as
applicable.
132
Table
of
Contents
Purpose
and
Term
of
Existence
ENLC
ENLC's
purpose
under
the
ENLC
Operating
Agreement
is
limited
to
any
business
activity
that
is
approved
by
EMM,
in
its
sole
discretion,
and
that
lawfully
may
be
conducted
by
a
limited
liability
company
organized
under
Delaware
law.
Although
EMM
has
the
ability
to
cause
ENLC
and
its
subsidiaries
to
engage in
activities
other
than
the
business
of
owning,
operating,
developing,
and acquiring
crude
oil
and
natural
gas
gathering
and
processing
assets
and
the owning
of
equity
securities
in
ENLK,
EMM
may
decline
to
do
so
in
its
sole discretion.
EMM
is
generally
authorized
to
perform
all
acts
it
determines
to
be necessary
or
appropriate
to
carry
out
the
purposes
of,
and
to
conduct,
ENLC's business.
ENLC
was
organized
on
October
16,
2013
and
will
have
a
perpetual
existence unless
terminated
pursuant
to
the
terms
of
the
ENLC
Operating
Agreement.
ENLK
ENLK's
purpose
under
the
ENLK
Partnership
Agreement
is
limited
to
serving as
a
partner
of
the
Operating
Partnership
and
engaging
in
any
business activities
that
may
be
engaged
in
by
the
Operating
Partnership
or
that
are approved
by
EGP.
The
partnership
agreement
of
the
Operating
Partnership provides
that
the
Operating
Partnership
may,
directly
or
indirectly,
engage
in:
· operations
of
the
assets
owned
by
it
immediately
before
ENLK's
initial public
offering
and
any
similar
assets
or
properties
acquired
by
it;
· any
business
activity
approved
by
EGP;
or
· any
activity
that
enhances
the
operations
of
an
activity
that
is
described
in either
of
the
two
preceding
clauses
or
any
other
activity,
provided
such activity
does
not
affect
the
Operating
Partnership's
treatment
as
a partnership
for
federal
income
tax
purposes.
EGP
is
authorized
in
general
to
perform
all
acts
deemed
necessary
to
carry
out the
purposes
and
to
conduct
the
business
of
ENLK.
ENLK
was
organized
on
July
12,
2002
and
will
have
a
perpetual
existence unless
terminated
pursuant
to
the
terms
of
the
ENLK
Partnership
Agreement.
133
Table
of
Contents
Issued
Capital
ENLC
ENLC's
membership
interests
consist
of
ENLC
Common
Units.
As
of
the
date
of
this
joint
information
statement/proxy
statement/prospectus, there
were
181,298,577
ENLC
Common
Units
outstanding.
At
the
Effective
Time,
the
ENLC
Operating
Agreement
will
be
amended
and restated
pursuant
to
the
Amended
ENLC
Operating
Agreement,
among
other things,
to
create
the
ENLC
Class
C
Common
Units
as
a
new
class
of
common units
representing
membership
interests
in
ENLC.
ENLC
will
issue
to
Enfield a
number
of
Class
C
Common
Units
equal
to
the
number
of
ENLK
Series
B Units
held
by
Enfield
as
of
the
Effective
Time
for
no
additional
consideration. Following
the
Effective
Time,
for
each
additional
ENLK
Series
B
Unit
issued by
ENLK
pursuant
to
the
Amended
ENLK
Partnership
Agreement,
ENLC will
issue
an
additional
ENLC
Class
C
Common
Unit
to
the
applicable
ENLK Series
B
Unitholder
pursuant
to
the
Amended
ENLC
Operating
Agreement, so
that
the
number
of
ENLC
Class
C
Common
Units
issued
and
outstanding will
always
equal
the
number
of
ENLK
Series
B
Units
issued
and
outstanding.
ENLK
ENLK's
partnership
interests
consist
of
ENLK
Common
Units,
ENLK Series
B
Units,
ENLK
Series
C
Units,
the
Incentive
Distribution
Rights,
and the
general
partner
interest.
As
of
the
date
of
this
joint
information
statement/proxy
statement/prospectus, there
were
353,105,507
ENLK
Common
Units,
58,728,994
ENLK
Series
B Units,
400,000
ENLK
Series
C
Units,
the
Incentive
Distribution
Rights,
and the
0.4%
general
partner
interest
outstanding.
At
the
Effective
Time,
the
Incentive
Distribution
Rights
will
be
cancelled
and cease
to
exist.
134
Table
of
Contents
Issuance
of
Additional
Securities
ENLC
The
ENLC
Operating
Agreement
authorizes
ENLC
to
issue
an
unlimited
number
of
additional
membership
interests
for
the
consideration
and
on
the
terms
and
conditions
determined
by
EMM
without
the
approval
of
the
ENLC
Unitholders,
except
that
the
Amended
ENLC
Operating
Agreement
will
restrict
ENLC's
ability
to
issue
any
membership
interests
senior
to
or
on
parity
with
the
ENLK
Series
B
Units
with
respect
to
distributions
on
such
membership
interests
or
upon
liquidation
without
the
affirmative
vote
of
the
holders
of
a
majority
of
the
outstanding
ENLC
Class
C
Common
Units,
voting
separately
as
a
class.
ENLK
The
ENLK
Partnership
Agreement
authorizes
ENLK
to
issue
an
unlimited number
of
additional
partnership
securities
and
rights
to
buy
partnership securities
for
the
consideration
and
on
the
terms
and
conditions
established
by EGP
in
its
sole
discretion
without
the
approval
of
the
ENLK
Unitholders, except
that
the
ENLK
Partnership
Agreement
restricts
ENLK's
ability
to
issue any
partnership
interests
senior
to
or
on
parity
with
the
ENLK
Series
B
Units with
respect
to
distributions
on
such
partnership
interests
or
upon
liquidation without
the
affirmative
vote
of
the
holders
of
a
majority
of
the
outstanding ENLK
Series
B
Units,
voting
separately
as
a
class.
It
is
possible
that
ENLC
will
fund
acquisitions
through
the
issuance
of additional
ENLC
Common
Units
or
other
membership
interests.
Holders
of any
additional
ENLC
Common
Units
issued
by
ENLC
will
be
entitled
to
share equally
with
the
then-existing
ENLC
Unitholders
in
distributions.
In
addition, the
issuance
of
additional
ENLC
Common
Units
or
other
membership interests
may
dilute
the
value
of
the
interests
of
the
then-existing
ENLC Unitholders
in
ENLC's
net
assets.
It
is
possible
that
ENLK
will
fund
acquisitions
through
the
issuance
of additional
ENLK
Common
Units
or
other
equity
securities.
Holders
of
any additional
ENLK
Common
Units
that
ENLK
issues
will
be
entitled
to
share equally
with
the
then-existing
ENLK
Common
Unitholders
in
distributions
of available
cash.
In
addition,
the
issuance
of
additional
partnership
interests may
dilute
the
value
of
the
interests
of
the
then-existing
ENLK
Common Unitholders
in
ENLK's
net
assets.
In
accordance
with
Delaware
law
and
the
provisions
of
the
ENLC
Operating Agreement,
ENLC
may
also
issue
additional
membership
interests
that,
as determined
by
EMM,
may
have
rights
to
distributions
or
special
voting
rights to
which
ENLC
Common
Units
are
not
entitled.
In
addition,
the
ENLC Operating
Agreement
does
not
prohibit
ENLC's
subsidiaries
from
issuing equity
interests,
which
may
effectively
rank
senior
to
ENLC
Common
Units.
In
accordance
with
Delaware
law
and
the
provisions
of
the
ENLK
Partnership Agreement,
ENLK
may
also
issue
additional
partnership
interests
that,
in
the sole
discretion
of
EGP,
have
special
voting
rights
to
which
ENLK
Common Unitholders
are
not
entitled.
See
also
"--Preemptive
Rights."
See
also
"--Preemptive
Rights." 135
Table
of
Contents
Distributions
of
Available
Cash
ENLC
ENLC
makes
cash
distributions,
if
any,
to
ENLC
Unitholders
on
a
pro
rata
basis.
ENLC
intends
to
pay
distributions
to
its
unitholders
on
a
quarterly
basis
equal
to
the
cash
ENLC
receives,
if
any,
from
distributions
from
ENLK
and
EOGP
less
reserves
for
expenses,
future
distributions,
and
other
uses
of
cash,
including:
· federal
income
taxes,
which
ENLC
is
required
to
pay
because
it
is
taxed
as a
corporation;
ENLK
General
.
Within
approximately
45
days
after
the
end
of
each
quarter,
ENLK will
distribute
all
of
its
available
cash
to
the
partners
of
record
on
the applicable
record
date.
Definition
of
Available
Cash
.
"Available
Cash"
means,
for
any
quarter
ending prior
to
liquidation:
the
sum
of:
· the
expenses
of
being
a
public
company;
· other
general
and
administrative
expenses;
· capital
contributions
to
ENLK
upon
the
issuance
by
it
of
additional partnership
securities
in
order
to
maintain
EGP's
then-current
general partner
interest,
to
the
extent
the
ENLK
Board
exercises
its
option
to
do
so; and
· cash
reserves
the
ENLC
Board
believes
are
prudent
to
maintain.
ENLC's
ability
to
pay
distributions
is
limited
by
the
DLLCA,
which
provides that
a
limited
liability
company
may
not
pay
distributions
if,
after
giving effect
to
the
distribution,
the
company's
liabilities
would
exceed
the
fair
value of
its
assets.
While
ENLC's
ownership
of
equity
interests
in
EGP,
ENLK,
and its
other
subsidiaries
are
included
in
ENLC's
calculation
of
net
assets,
the value
of
these
assets
may
decline
to
a
level
where
ENLC's
liabilities
would exceed
the
fair
value
of
its
assets
if
it
were
to
pay
distributions,
thus prohibiting
ENLC
from
paying
distributions
under
Delaware
law.
· all
cash
and
cash
equivalents
of
the
ENLK
Group
on
hand
at
the
end
of
that quarter;
and
· all
additional
cash
and
cash
equivalents
of
the
ENLK
Group
on
hand
on
the date
of
determination
of
available
cash
for
that
quarter
resulting
from working
capital
borrowings
made
after
the
end
of
that
quarter;
less
the
amount
of
cash
reserves
that
is
necessary
or
appropriate
in
the reasonable
discretion
of
EGP
to:
· provide
for
the
proper
conduct
of
the
business
of
the
ENLK
Group (including
reserves
for
future
capital
expenditures
and
for
future
credit needs
of
the
ENLK
Group)
after
that
quarter;
· comply
with
applicable
law
or
any
debt
instrument
or
other
agreement
or obligation
to
which
a
member
of
the
ENLK
Group
is
a
party
or
its
assets are
subject;
· provide
funds
for
Series
C
Distributions;
and
In
addition,
for
so
long
as
the
ENLK
Series
B
Units
remain
outstanding,
if ENLK
fails
to
pay
in
full
the
quarterly
cash
distribution
on
the
ENLK Series
B
Units
when
due,
then
from
and
after
the
first
date
of
such
failure
and continuing
until
such
failure
is
cured
by
payment
in
full
in
cash
of
all
such cash
arrearages
with
respect
to
any
such
quarterly
cash
distributions,
ENLC will
not
be
permitted
to
declare
or
make
any
distributions
in
respect
of
the ENLC
Common
Units
or
any
other
membership
interests
that
rank
junior
to the
ENLK
Series
B
Units.
· provide
funds
for
minimum
quarterly
distributions
and
cumulative
common unit
arrearages
for
any
one
or
more
of
the
next
four
quarters;
provided,
however,
that
disbursements
made
by
any
member
of
the
ENLK Group
or
cash
reserves
established,
increased,
or
reduced
after
the
end
of
that quarter
but
on
or
before
the
date
of
determination
of
available
cash
for
that quarter
shall
be
deemed
to
have
been
made,
established,
increased,
or reduced,
for
purposes
of
determining
available
cash,
within
that
quarter
if
the general
partner
so
determines.
Operating
Surplus
and
Capital
Surplus
.
All
cash
distributed
to
ENLK Common
Unitholders
will
be
characterized
either
as
"operating
surplus"
or
136
Table
of
Contents
ENLC
ENLK
The
holders
of
ENLC
Class
C
Common
Units
(in
their
capacities
as
such)
will
"capital
surplus."
ENLK
distributes
available
cash
from
operating
surplus
not
be
entitled
to
distributions
thereon
of
any
kind.
differently
than
available
cash
from
capital
surplus.
Definition
of
Operating
Surplus.
For
any
period,
operating
surplus
generally
means:
· the
ENLK
Group's
cash
balance
of
$7.2
million
at
the
closing
of
ENLK's
initial
public
offering;
plus
· $8.9
million;
plus
· all
of
the
ENLK
Group's
cash
receipts
since
the
initial
public
offering,
excluding
cash
from
borrowings
that
are
not
working
capital
borrowings,
sales
of
equity
and
debt
securities,
and
sales
or
other
dispositions
of
assets
outside
the
ordinary
course
of
business;
plus
· working
capital
borrowings
made
after
the
end
of
a
quarter
but
before
the
date
of
determination
of
operating
surplus
for
the
quarter;
less
· all
of
the
ENLK
Group's
operating
expenditures
since
the
initial
public
offering,
including
the
repayment
of
working
capital
borrowings,
but
not
the
repayment
of
other
borrowings,
and
including
maintenance
capital
expenditures;
and
less
· the
amount
of
cash
reserves
that
EGP
deems
in
its
reasonable
discretion
as
necessary
or
advisable
to
provide
funds
for
future
operating
expenditures.
Definition
of
Capital
Surplus.
Capital
surplus
will
generally
be
generated
only
by:
· borrowings
other
than
working
capital
borrowings;
· sales
of
debt
and
equity
securities;
and
· sales
or
other
disposition
of
assets
for
cash,
other
than
inventory,
accounts
receivable,
and
other
current
assets
sold
in
the
ordinary
course
of
business
or
as
part
of
normal
retirements
or
replacements
of
assets.
Characterization
of
Cash
Distributions.
ENLK
will
treat
all
available
cash
distributed
as
coming
from
operating
surplus
until
the
sum
of
all
available
cash
distributed
since
ENLK
began
operations
equals
the
operating
surplus
as
of
the
most
recent
137
Table
of
Contents
ENLC
ENLK
date
of
determination
of
available
cash.
ENLK
will
treat
any
amount
distributed
in
excess
of
operating
surplus,
regardless
of
its
source,
as
capital
surplus.
While
ENLK
does
not
anticipate
that
it
will
make
any
distributions
from
capital
surplus
in
the
near
term,
ENLK
may
determine
that
the
sale
or
disposition
of
an
asset
or
business
owned
or
acquired
by
ENLK
may
be
beneficial
to
ENLK
Unitholders.
If
ENLK
distributes
to
ENLK
Unitholders
the
equity
ENLK
owns
in
a
subsidiary
or
the
proceeds
from
the
sale
of
one
of
ENLK's
businesses,
such
a
distribution
would
be
characterized
as
a
distribution
from
capital
surplus.
Distributions
of
Available
Cash
from
Operating
Surplus
.
ENLK
will
make distributions
of
available
cash
from
operating
surplus
(after
giving
effect
to distributions
on
the
ENLK
Series
B
Units
described
below
and
distributions on
the
ENLK
Series
C
Units)
in
the
following
manner:
· First,
100%
to
EGP
and
the
ENLK
Common
Unitholders
in
accordance with
their
respective
then-current
percentage
interests
until
ENLK distributes
for
each
outstanding
ENLK
Common
Unit
an
amount
equal
to $0.25
(the
"Minimum
Quarterly
Distribution")
for
that
quarter;
· Second,
(i)
to
EGP
in
accordance
with
its
then-current
percentage
interest, (ii)
13%
to
EGP
in
respect
of
the
Incentive
Distribution
Rights,
and
(iii)
to all
ENLK
Common
Unitholders,
pro
rata,
a
percentage
equal
to
100%
less the
sum
of
the
percentages
specified
under
subclauses
(i)
and
(ii)
until
each ENLK
Common
Unitholder
receives
a
total
of
the
excess
of
$0.3125
per ENLK
Common
Unit
(the
"first
target
distribution")
over
the
Minimum Quarterly
Distribution
for
that
quarter;
· Third,
(i)
to
EGP
in
accordance
with
its
then-current
percentage
interest, (ii)
23%
to
EGP
in
respect
of
the
Incentive
Distribution
Rights,
and
(iii)
to all
ENLK
Common
Unitholders,
pro
rata,
a
percentage
equal
to
100%
less the
sum
of
the
percentages
specified
under
subclauses
(i)
and
(ii)
until
each ENLK
Common
Unitholder
receives
a
total
of
the
excess
of
$0.375
per ENLK
Common
Unit
over
the
first
target
distribution
for
that
quarter;
and
138
Table
of
Contents
ENLC
ENLK
· Thereafter,
(i)
to
EGP
in
accordance
with
its
then-current
percentage
interest,
(ii)
48%
to
EGP
in
respect
of
the
Incentive
Distribution
Rights,
and
(iii)
to
all
ENLK
Common
Unitholders,
pro
rata,
a
percentage
equal
to
100%
less
the
sum
of
the
percentages
specified
under
subclauses
(i)
and
(ii).
How
Distributions
from
Capital
Surplus
will
be
Made.
ENLK
will
make distributions
of
available
cash
from
capital
surplus
(after
giving
effect
to distributions
on
the
ENLK
Series
B
Units
described
below
and
the
ENLK Series
C
Units)
in
the
following
manner:
· First,
(i)
to
EGP
in
accordance
with
its
then-current
percentage
interest
and (ii)
to
ENLK
Common
Unitholders,
pro
rata,
a
percentage
equal
to
100% less
EGP's
percentage
interest,
until
an
ENLK
Common
Unit
that
was issued
in
the
initial
public
offering
has
received,
during
the
period
since
the closing
date
of
ENLK's
initial
public
offering
through
such
date,
an
amount of
available
cash
from
capital
surplus
equal
to
the
initial
public
offering price;
and
· Thereafter,
ENLK
will
make
all
distributions
of
available
cash
from
capital surplus
as
if
they
were
from
operating
surplus.
Effect
of
a
Distribution
from
Capital
Surplus.
The
ENLK
Partnership Agreement
treats
a
distribution
of
capital
surplus
as
the
repayment
of
the initial
unit
price
from
the
initial
public
offering,
which
is
a
return
of
capital. The
initial
public
offering
price
less
any
distributions
of
capital
surplus
per ENLK
Common
Unit
is
referred
to
as
the
"unrecovered
initial
unit
price." Each
time
a
distribution
of
capital
surplus
is
made,
the
minimum
quarterly distribution
and
the
target
distribution
levels
will
be
reduced
in
the
same proportion
as
the
corresponding
reduction
in
the
unrecovered
initial
unit
price.
Adjustment
to
the
Minimum
Quarterly
Distribution
and
Target
Distribution Levels
.
In
addition
to
adjusting
the
minimum
quarterly
distribution
and
target distribution
levels
to
reflect
a
distribution
of
capital
surplus,
if
ENLK combines
the
ENLK
Common
Units
into
fewer
units
or
subdivides
the
ENLK Common
Units
into
a
greater
number
of
139
Table
of
Contents
ENLC
Distributions
on
Incentive
Distribution
Rights
Not
applicable.
ENLC
ENLK
Series
B
Units
Not
applicable.
ENLC
ENLK
units,
ENLK
will
proportionately
adjust
the
minimum
quarterly
distribution,
the
target
distribution
levels,
and
the
unrecovered
initial
unit
price.
ENLK
Incentive
Distribution
Rights
represent
the
right
to
receive
an
increasing
percentage
of
quarterly
distributions
of
available
cash
from
operating
surplus
after
the
Minimum
Quarterly
Distribution
and
certain
target
distribution
levels
have
been
achieved.
See
"--Distributions
of
Available
Cash--Distributions
of
Available
Cash
from
Operating
Surplus."
EGP
currently
holds
the
Incentive
Distribution
Rights.
ENLK
On
January
7,
2016,
ENLK
completed
its
offering
of
ENLK
Series
B
Units.
Under
the
terms
of
the
ENLK
Partnership
Agreement,
the
ENLK
Series
B
Units
are
convertible
into
ENLK
Common
Units
on
a
one-for-one
basis,
subject
to
certain
adjustments
(a)
in
full,
at
the
option
of
ENLK,
if
the
volume
weighted
average
price
("VWAP")
of
an
ENLK
Common
Unit
over
the
30-
trading
day
period
ending
two
trading
days
prior
to
the
date
ENLK
delivers
a
notice
of
conversion
(the
"Conversion
VWAP")
is
greater
than
150%
of
the
$15
issue
price
of
the
ENLK
Series
B
Units
(the
"ENLK
Series
B
Issue
Price")
or
(b)
in
full
or
in
part,
at
the
option
of
the
ENLK
Series
B
Unitholder,
which
currently
is
Enfield.
In
addition,
upon
certain
events
involving
a
change
of
control
of
EGP
or
EMM,
all
of
the
ENLK
Series
B
Units
will
automatically
convert
into
a
number
of
ENLK
Common
Units
equal
to
the
greater
of
(i)
the
number
of
ENLK
Common
Units
into
which
the
ENLK
Series
B
Units
would
then
convert
and
(ii)
the
number
of
ENLK
Series
B
Units
to
be
converted
multiplied
by
an
amount
equal
to
(x)
140%
of
the
ENLK
Series
B
Issue
Price
divided
by
(y)
the
Conversion
VWAP.
ENLK
Series
B
Unit
distributions
are
payable
quarterly
in
cash
at
an
amount equal
to
$0.28125
per
ENLK
Series
B
Unit
(the
"Cash
Distribution
140
Table
of
Contents
ENLC
ENLK
Component")
plus
an
in-kind
distribution
equal
to
the
greater
of
(A)
0.0025
ENLK
Series
B
Units
per
ENLK
Series
B
Unit
and
(B)
an
amount
equal
to
(i)
the
excess,
if
any,
of
the
distribution
that
would
have
been
payable
had
the
ENLK
Series
B
Units
converted
into
common
units
over
the
Cash
Distribution
Component,
divided
by
(ii)
the
ENLK
Series
B
Issue
Price.
The
ENLK
Series
B
Units
have
voting
rights
that
are
identical
to
the
voting rights
of
the
ENLK
Common
Units
and
vote
with
the
ENLK
Common
Units as
a
single
class,
with
each
ENLK
Series
B
Unit
entitled
to
one
vote
for
each ENLK
Common
Unit
into
which
such
ENLK
Series
B
Unit
is
convertible. The
ENLK
Series
B
Units
also
have
class
voting
rights
on
any
matter, including
a
merger,
consolidation
or
business
combination,
that
adversely affects
any
of
the
rights,
preferences,
and
privileges
of
the
ENLK
Series
B Units
or
that
amends
or
modifies
any
of
the
terms
of
the
ENLK
Series
B Units,
as
described
in
more
detail
below.
If
ENLK
fails
to
pay
in
full
the
cash
portion
of
any
quarterly
distribution
on the
ENLK
Series
B
Units
when
due,
ENLK
is
not
permitted
to
pay distributions
on
the
ENLK
Common
Units
or
any
other
partnership
interest that
ranks
junior
to
the
ENLK
Series
B
Units
until
such
preferred
distribution is
paid
in
full.
Cash
distributions
on
the
ENLK
Series
B
Units
are
paid
out
of Available
Cash
(as
described
above
in
"--Distributions
of
Available
Cash") prior
to
any
distribution
described
in
"--Distributions
of
Available
Cash."
Prior
to
the
consummation
of
a
transaction
in
which
(i)
ENLC
becomes
the beneficial
owner
of
60%
or
more
of
the
ENLK
Common
Units
and
(ii)
the ENLC
Common
Units
continue
to
be
listed
on
a
national
securities
exchange, ENLK
is
required
to
make
appropriate
provision
to
ensure
that
the
holders
of ENLK
Series
B
Units
receive
in
such
transaction
a
preferred
security,
issued by
ENLC,
containing
provisions
substantially
equivalent
to
those
of
the ENLK
Series
B
Units.
Pursuant
to
the
Preferred
Restructuring
Agreement, EMM,
ENLC,
EGP,
ENLK,
and
the
Enfield
Parties
(a)
agreed
to
cause
the ENLK
Series
B
Units
to
continue
to
remain
outstanding
141
Table
of
Contents
ENLC
ENLK
Series
C
Units
Not
applicable.
ENLC
ENLK
and
represent
limited
partner
interests
in
ENLK
following
the
Transactions,
with
terms
and
conditions
modified
pursuant
to
the
Amended
ENLK
Partnership
Agreement
and
(b)
acknowledged
that
such
treatment
of
the
ENLK
Series
B
Units
satisfies
any
obligation
of
ENLK
under
the
ENLK
Partnership
Agreement
with
respect
to
the
Merger.
Please
see
"Preferred
Restructuring
Agreement--Amended
ENLK Partnership
Agreement"
for
a
summary
of
the
modifications
to
the
terms
of the
ENLK
Series
B
Units
to
be
effected
pursuant
to
the
Amended
ENLK Partnership
Agreement.
ENLK
On
September
21,
2017,
ENLK
issued
400,000
of
its
ENLK
Series
C
Units
at
a
price
to
the
public
of
$1,000
per
ENLK
Series
C
Unit.
The
ENLK
Series
C
Units
rank
(i)
senior
to
the
ENLK
Common
Units
and
(ii)
junior
to
the
ENLK
Series
B
Units,
in
each
case,
as
to
the
payment
of
distributions
and
amounts
payable
upon
a
liquidation
event.
The
ENLK
Series
C
Units
have
no
stated
maturity
and
are
not
subject
to
mandatory
redemption
or
any
sinking
fund
and
will
remain
outstanding
indefinitely
unless
repurchased
or
redeemed
by
ENLK,
as
described
below.
The
ENLK
Series
C
Units
will
remain
outstanding
as
limited
partner
interests
in
ENLK
following
the
Merger.
Distributions
on
the
ENLK
Series
C
Units
accrue
and
are
cumulative
from
the date
of
original
issue
and
payable
semi-annually
in
arrears
on
the
15th
day
of June
and
December
of
each
year
through
and
including
December
15,
2022 and,
thereafter,
quarterly
in
arrears
on
the
15th
day
of
March,
June, September,
and
December
of
each
year,
in
each
case,
if
and
when
declared
by EGP
out
of
legally
available
funds
for
such
purpose.
The
initial
distribution rate
for
the
ENLK
Series
C
Units
from
and
including
the
date
of
original
issue to,
but
not
including,
December
15,
2022
is
6.0%
per
annum.
On
and
after December
15,
2022,
distributions
on
the
ENLK
Series
C
Units
will accumulate
for
each
distribution
period
at
a
percentage
of
the
$1,000 liquidation
preference
per
unit
equal
to
an
annual
142
Table
of
Contents
ENLC
ENLK
floating
rate
of
the
three-month
LIBOR
plus
a
spread
of
4.11%.
The
ENLK
Series
C
Units
may
be
redeemed
by
ENLK
at
its
option (i)
following
the
occurrence
of
certain
ratings
agency
events,
in
whole
but
not in
part,
out
of
funds
legally
available
for
such
redemption,
at
a
redemption price
in
cash
of
$1,020
per
ENLK
Series
C
Unit
plus
an
amount
equal
to
all accumulated
and
unpaid
distributions
thereon
to,
but
not
including,
the
date
of redemption,
whether
or
not
declared,
or
(ii)
at
any
time
on
or
after December
15,
2022,
in
whole
or
in
part,
out
of
funds
legally
available
for
such redemption,
at
a
redemption
price
in
cash
of
$1,000
per
ENLK
Series
C
Unit plus
an
amount
equal
to
all
accumulated
and
unpaid
distributions
thereon
to, but
not
including,
the
date
of
redemption,
whether
or
not
declared.
Holders
of
ENLK
Series
C
Units
generally
have
no
voting
rights,
except
for limited
voting
rights
with
respect
to
(i)
potential
amendments
to
the
ENLK Partnership
Agreement
that
would
have
a
material
adverse
effect
on
the existing
terms
of
the
ENLK
Series
C
Units,
(ii)
the
creation
or
issuance
of
any securities
on
parity
with
the
Series
C
Preferred
Units
if
the
cumulative distributions
payable
on
then
outstanding
ENLK
Series
C
Units
are
in
arrears, and
(iii)
the
creation
or
issuance
of
any
securities
of
ENLK
that
rank
senior
to the
ENLK
Series
C
Units
(other
than
payments-in-kind
on
ENLK's
Series
B Units).
143
Table
of
Contents
Distributions
Upon
Liquidation
ENLC
If
ENLC
dissolves
in
accordance
with
the
ENLC
Operating
Agreement,
unless
ENLC's
business
is
continued,
the
liquidator
authorized
to
wind
up
ENLC's
affairs
will,
acting
with
all
of
the
powers
of
EMM
that
are
necessary
or
appropriate,
liquidate
ENLC's
assets.
The
liquidator
will
first
apply
the
proceeds
of
liquidation
to
the
payment
of
ENLC's
creditors
and,
thereafter,
ENLC
Unitholders
would
be
entitled
to
share
ratably
in
the
distribution
of
any
remaining
proceeds.
ENLK
If
ENLK
dissolves
in
accordance
with
the
ENLK
Partnership
Agreement, unless
ENLK
is
continued
under
an
election
to
reconstitute
and
continue,
the liquidator
will
sell
or
otherwise
dispose
of
ENLK's
assets
in
a
process
called
a liquidation.
The
liquidator
will
first
apply
the
proceeds
of
liquidation
to
the payment
of
its
creditors.
The
ENLK
Series
B
Unitholders
are
entitled
to receive,
prior
to
and
in
preference
to
any
distribution
to
other
partnership interests,
the
positive
value
in
each
such
holders'
capital
account
balance. After
the
ENLK
Series
B
Unitholders
receive
the
full
amount
of
their distributions,
the
holders
of
the
Series
C
Preferred
Units
are
entitled
to receive,
prior
to
and
in
preference
to
any
distribution
to
other
partnership interests
(other
than
the
ENLK
Series
B
Units),
first
any
accumulated
and unpaid
distributions
on
the
Series
C
Preferred
Units
(regardless
of
whether previously
declared)
and
then,
any
positive
value
in
each
such
holders'
capital account
balance.
The
liquidator
will
then
distribute
any
remaining
proceeds
to the
ENLK
Common
Unitholders
and
EGP,
in
accordance
with
their
capital account
balances,
as
adjusted
to
reflect
any
gain
or
loss
upon
the
sale
or
other disposition
of
ENLK's
assets
in
liquidation.
144
Table
of
Contents
Merger,
Sale,
or
Other
Disposition
of
Assets
ENLC
A
merger,
consolidation,
or
conversion
of
ENLC
requires
the
prior
consent
of
EMM.
However,
EMM
will
have
no
duty
or
obligation
to
consent
to
any
merger,
consolidation,
or
conversion
and
may
decline
to
do
so
in
its
sole
discretion.
In
addition,
the
ENLC
Operating
Agreement
generally
prohibits
EMM
from causing
ENLC
to
sell,
exchange,
or
otherwise
dispose
of
all
or
substantially all
of
(i)
the
assets
of
ENLC
and
its
subsidiaries,
taken
as
a
whole,
or
(ii)
for so
long
as
the
ENLC
Class
C
Common
Units
remain
outstanding,
the
assets
of ENLK
and
its
subsidiaries,
taken
as
a
whole,
in
a
single
transaction
or
a
series of
related
transactions,
without
the
prior
approval
of
the
holders
of
a
majority of
ENLC
units
(which
includes
ENLC
Common
Units
and,
after
the
Effective Time,
ENLC
Class
C
Common
Units)
("ENLC
Units").
EMM
may,
however, mortgage,
pledge,
hypothecate,
or
grant
a
security
interest
in
all
or substantially
all
of
the
assets
of
ENLC
and
its
subsidiaries
or
the
assets
of ENLK
and
its
subsidiaries,
taken
as
a
whole,
without
such
approval.
EMM may
also
sell
all
or
substantially
all
of
the
assets
of
ENLC
and
its
subsidiaries of
the
assets
or
ENLK
and
its
subsidiaries,
taken
as
a
whole,
under
a foreclosure
or
other
realization
upon
those
encumbrances
without
such approval.
Finally,
EMM
may
consummate
any
merger
without
the
prior approval
of
ENLC's
members
if
(i)
ENLC
is
the
surviving
entity
in
the transaction,
(ii)
EMM
has
received
an
opinion
of
counsel
regarding
limited liability
matters,
(iii)
the
transaction
would
not
result
in
an
amendment
to
the ENLC
Operating
Agreement
(other
than
an
amendment
that
EMM
could adopt
without
the
consent
of
ENLC's
members),
(iv)
each
of
the
ENLC
units would
be
an
identical
unit
of
ENLC
following
the
transaction,
and
(v)
the membership
securities
to
be
issued
in
the
transaction
do
not
exceed
20%
of the
outstanding
membership
interests
immediately
prior
to
the
transaction.
ENLK
The
ENLK
Partnership
Agreement
generally
prohibits
EGP,
without
the
prior approval
of
the
holders
of
a
majority
of
ENLK
Voting
Units,
from
causing ENLK
to,
among
other
things,
sell,
exchange,
or
otherwise
dispose
of
all
or substantially
all
of
ENLK's
assets
in
a
single
transaction
or
a
series
of
related transactions,
including
by
way
of
merger,
consolidation,
or
other
combination, or
approving
on
ENLK's
behalf
the
sale,
exchange,
or
other
disposition
of
all or
substantially
all
of
the
assets
of
ENLK's
subsidiaries
as
a
whole.
EGP
may, however,
mortgage,
pledge,
hypothecate,
or
grant
a
security
interest
in
all
or substantially
all
of
ENLK's
or
its
subsidiaries'
assets
without
that
approval. EGP
may
also
sell
all
or
substantially
all
of
ENLK's
or
its
subsidiaries'
assets under
a
foreclosure
or
other
realization
upon
those
encumbrances
without
that approval.
If
conditions
specified
in
the
ENLK
Partnership
Agreement
are
satisfied,
EGP may
merge
ENLK
or
any
of
its
subsidiaries
into,
or
convey
all
of
ENLK's assets
to,
a
newly
formed
entity
that
has
no
assets,
liabilities,
or
operations
if the
sole
purpose
of
that
merger
or
conveyance
is
to
change
ENLK's
legal
form into
another
limited
liability
entity.
The
unitholders
are
not
entitled
to dissenters'
rights
of
appraisal
under
the
ENLK
Partnership
Agreement
or applicable
Delaware
law
in
the
event
of
a
merger
or
consolidation,
a
sale
of substantially
all
of
ENLK's
assets,
or
any
other
transaction
or
event.
145
Table
of
Contents
ENLC
If
the
conditions
specified
in
the
ENLC
Operating
Agreement
are
satisfied,
EMM
may
convert
ENLC
or
any
of
its
subsidiaries
into
a
new
limited
liability
entity
or
merge
ENLC
or
any
of
its
subsidiaries
into,
or
convey
all
of
ENLC's
assets
to,
a
newly
formed
entity
that
has
no
assets,
liabilities,
or
operations,
if
(i)
the
sole
purpose
of
that
conversion,
merger,
or
conveyance
is
to
effect
a
mere
change
in
ENLC's
legal
form
into
another
limited
liability
entity,
(ii)
ENLC
has
received
an
opinion
of
counsel
regarding
limited
liability
matters,
and
(iii)
EMM
determines
that
the
governing
instruments
of
the
new
entity
provide
the
non-managing
members
and
EMM
with
substantially
the
same
rights
and
obligations
as
contained
in
the
ENLC
Operating
Agreement.
Holders
of
ENLC
units
will
not
be
entitled
to
dissenters'
rights
of
appraisal
under
the
ENLC
Operating
Agreement
or
applicable
Delaware
law
in
the
event
of
a
conversion,
merger,
or
consolidation,
a
sale
of
substantially
all
of
ENLC's
assets
or
any
other
similar
transaction
or
event.
146
ENLK
Table
of
Contents
Management
by
Managing
Member;
General
Partner
ENLC
In
accordance
with
the
DLLCA
and
the
ENLC
Operating
Agreement,
ENLC's
business
and
affairs
are
managed
by
EMM.
Pursuant
to
the
EMM
LLC
Agreement,
EMM's
business
and
affairs
are managed
by
the
ENLC
Board.
The
EMM
LLC
Agreement
provides
that
the number
of
directors
will
be
fixed
exclusively
by,
and
the
directors
will
be elected
and
appointed
by,
GIP
Stetson
I,
in
its
capacity
as
the
sole
member
of EMM.
As
of
the
date
of
this
joint
information
statement/proxy statement/prospectus,
the
ENLC
Board
has
eight
directors.
Following
the
Restructuring
Effective
Time,
the
right
of
GIP
Stetson
I
to
elect and
appoint
the
directors
serving
on
the
ENLC
Board
will
be
subject
to
the terms
of
the
Amended
Board
Representation
Agreement,
which
provides
TPG the
right
to
appoint
one
member
of
the
ENLC
Board,
subject
to
certain limitations.
ENLK
EGP
conducts,
directs,
and
manages
all
activities
of
ENLK.
Except
as expressly
provided
in
the
ENLK
Partnership
Agreement,
all
management powers
over
the
business
and
affairs
of
ENLK
are
exclusively
vested
in
EGP, and
no
limited
partner
has
any
management
power
over
the
business
and affairs
of
ENLK.
EGP
has
full
power
and
authority
to
do
all
things
and
on such
terms
as
it,
in
its
sole
discretion,
may
deem
necessary
or
appropriate
to conduct
the
business
of
ENLK,
exercise
all
powers
and
effectuate
all
purposes set
forth
in
the
ENLK
Partnership
Agreement.
The
foregoing
notwithstanding,
without
the
approval
of
the
holders
of
a majority
of
ENLK
Voting
Units,
EGP
is
prohibited
from
consenting
on ENLK's
behalf,
as
the
limited
partner
of
the
Operating
Partnership,
to
any amendment
to
the
partnership
agreement
of
the
Operating
Partnership
or
the taking
of
any
action
on
ENLK's
behalf
permitted
to
be
taken
by
a
limited partner
of
the
Operating
Partnership,
in
each
case,
that
would
adversely
affect ENLK's
limited
partners
(or
any
particular
class
of
limited
partners
relative
to other
classes
of
limited
partners)
in
any
material
respect.
Nomination
and
Election
of
Managing
Member;
General
Partner
ENLC
ENLK
ENLC's
unitholders
have
no
right
to
elect
the
managing
member
of
ENLC
ENLK
Unitholders
have
no
right
to
elect
the
general
partner
of
ENLK
unless
unless
EMM
has
been
removed
or
withdrawn,
as
described
below,
and
have
EGP
has
been
removed
or
withdrawn,
as
described
below,
and
have
no
right
no
right
to
elect
the
directors
of
the
ENLC
Board.
to
elect
the
directors
of
the
ENLK
Board.
147
Table
of
Contents
Withdrawal
or
Removal
of
Managing
Member;
General
Partner
ENLC
EMM
may
withdraw
as
managing
member
without
first
obtaining
approval
of
any
ENLC
unitholder
by
giving
90
days'
written
notice,
and
that
withdrawal
will
not
constitute
a
violation
of
the
ENLC
Operating
Agreement.
In
addition,
the
ENLC
Operating
Agreement
permits
EMM,
in
some
instances,
to
sell
or
otherwise
transfer
all
of
its
managing
member
interest
in
ENLC
without
the
approval
of
the
unitholders.
See
"--Transfer
of
Interest
of
EMM."
ENLK
EGP
may
withdraw
as
general
partner
without
first
obtaining
approval
of
any ENLK
Unitholder
by
giving
90
days'
written
notice,
and
that
withdrawal
will not
constitute
a
violation
of
the
ENLK
Partnership
Agreement.
In
addition, the
ENLK
Partnership
Agreement
permits
EGP
to
sell
or
otherwise
transfer all
of
its
general
partner
interest
in
ENLK
without
the
approval
of
the
ENLK Unitholders.
EMM
may
not
be
removed
unless
(i)
that
removal
is
approved
by
the
vote
of the
holders
of
not
less
than
66
2
/
3
%
of
the
outstanding
ENLC
Units, including
ENLC
Units
held
by
EMM
and
its
affiliates,
and
(ii)
ENLC
receives an
opinion
of
counsel
regarding
limited
liability
matters.
Any
removal
of EMM
is
also
subject
to
the
approval
of
a
successor
managing
member
by
the vote
of
the
holders
of
a
majority
of
ENLC's
outstanding
ENLC
Units,
voting as
a
class,
including
ENLC
Units
held
by
EMM
and
its
affiliates.
The ownership
of
more
than
33
1
/
3
%
of
ENLC
Units
by
EMM
and
its
affiliates gives
them
the
ability
to
prevent
EMM's
removal.
As
of
the
date
of
this
joint information
statement/proxy
statement/prospectus,
EMM
and
its
affiliates owned
approximately
63.7%
of
the
outstanding
ENLC
Common
Units.
In
the
event
of
the
removal
of
EMM
under
circumstances
where
cause
exists or
withdrawal
of
EMM
where
that
withdrawal
violates
the
ENLC
Operating Agreement,
a
successor
managing
member
will
have
the
option
to
purchase the
managing
member
interest
of
the
departing
managing
member
and
its affiliates
for
a
cash
payment
equal
to
the
fair
market
value
of
those
interests. Under
all
other
circumstances
where
EMM
withdraws
or
is
removed
by
the members,
the
departing
managing
member
will
have
the
option
to
require
the successor
managing
member
to
purchase
the
managing
member
interest
of
the departing
managing
member
and
its
affiliates
for
fair
market
value.
In
each case,
this
fair
market
value
will
be
determined
by
agreement
between
the departing
managing
member
and
the
successor
managing
member.
If
no agreement
is
reached,
an
independent
investment
banking
firm
EGP
may
not
be
removed
unless
(i)
that
removal
is
approved
by
the
vote
of the
holders
of
not
less
than
66
2
/
3
%
of
the
outstanding
ENLK
Voting
Units, including
ENLK
Voting
Units
held
by
EGP
and
its
affiliates,
and
(ii)
ENLK receives
an
opinion
of
counsel
regarding
limited
liability
and
tax
matters.
Any removal
of
EGP
is
also
subject
to
the
approval
of
a
successor
general
partner by
the
vote
of
holders
of
a
majority
of
ENLK's
outstanding
ENLK
Voting Units,
voting
as
a
class,
including
ENLK
Voting
Units
held
by
EGP
and
its affiliates.
The
ownership
of
more
than
33
1
/
3
%
of
the
outstanding
ENLK Voting
Units
by
EGP
and
its
affiliates
gives
them
the
ability
to
prevent
EGP's removal.
As
of
the
date
of
this
joint
information
statement/proxy statement/prospectus,
EGP
and
its
affiliates
(including
GIP
Stetson
I)
owned approximately
44.5%
of
the
outstanding
ENLK
Voting
Units.
In
the
event
of
removal
of
EGP
under
circumstances
where
cause
exists
or withdrawal
of
EGP
where
that
withdrawal
violates
the
ENLK
Partnership Agreement,
a
successor
general
partner
will
have
the
option
to
purchase
the general
partner
interest
and
Incentive
Distribution
Rights
of
the
departing general
partner
for
a
cash
payment
equal
to
the
fair
market
value
of
those interests.
Under
all
other
circumstances
where
EGP
withdraws
or
is
removed by
the
limited
partners,
the
departing
general
partner
will
have
the
option
to require
the
successor
general
partner
to
purchase
the
general
partner
interest of
the
departing
general
partner
and
its
Incentive
Distribution
Rights
for
fair market
value.
In
each
case,
this
fair
market
value
will
be
determined
by agreement
between
the
departing
general
partner
and
the
successor
general partner.
If
no
agreement
is
reached,
an
independent
investment
148
Table
of
Contents
ENLC
ENLK
or
other
independent
expert
selected
by
the
departing
managing
member
and
the
successor
managing
member
will
determine
the
fair
market
value.
Or,
if
the
departing
managing
member
and
the
successor
managing
member
cannot
agree
upon
an
expert,
then
an
expert
chosen
by
agreement
of
the
experts
selected
by
each
of
them
will
determine
the
fair
market
value.
If
the
option
described
above
is
not
exercised
by
either
the
departing
managing
member
or
the
successor
managing
member,
the
departing
managing
member's
managing
member
interest
will
automatically
convert
into
ENLC
Common
Units
equal
to
the
fair
market
value
of
those
interests
as
determined
by
an
investment
banking
firm
or
other
independent
expert
selected
in
the
manner
described
in
the
preceding
paragraph.
In
addition,
ENLC
will
be
required
to
reimburse
the
departing
managing member
for
all
amounts
due
the
departing
managing
member,
including, without
limitation,
all
employee-related
liabilities,
including
severance liabilities,
incurred
as
a
result
of
the
termination
of
any
employees
employed for
ENLC's
benefit
by
the
departing
managing
member
or
its
affiliates.
banking
firm
or
other
independent
expert
selected
by
the
departing
general partner
and
the
successor
general
partner
will
determine
the
fair
market
value. Or,
if
the
departing
general
partner
and
the
successor
general
partner
cannot agree
upon
an
expert,
then
an
expert
chosen
by
agreement
of
the
experts selected
by
each
of
them
will
determine
the
fair
market
value.
If
the
option
described
above
is
not
exercised
by
either
the
departing
general partner
or
the
successor
general
partner,
the
departing
general
partner's general
partner
interest
and
its
Incentive
Distribution
Rights
will automatically
convert
into
ENLK
Common
Units
equal
to
the
fair
market value
of
those
interests
as
determined
by
an
investment
banking
firm
or
other independent
expert
selected
in
the
manner
described
in
the
preceding paragraph.
In
addition,
ENLK
will
be
required
to
reimburse
the
departing
general
partner for
all
amounts
due
the
departing
general
partner,
including,
without limitation,
all
employee-related
liabilities,
including
severance
liabilities, incurred
for
the
termination
of
any
employees
employed
by
the
departing general
partner
or
its
affiliates
for
ENLK's
benefit.
EGP
and
its
affiliates
may
at
any
time
transfer
partnership
interests
in
ENLK ("ENLK
Units")
to
one
or
more
persons,
without
ENLK
Unitholder
approval.
149
Table
of
Contents
Replacing
Managing
Member;
General
Partner
ENLC
Replacement
Following
Withdrawal
of
EMM
.
Upon
withdrawal
of
EMM
under
any
circumstances,
other
than
as
a
result
of
a
transfer
by
EMM
of
all
or
a
part
of
its
managing
member
interest
in
ENLC,
the
holders
of
a
majority
of
ENLC
Units
may
select
a
successor.
If
a
successor
is
not
elected,
or
is
elected
but
an
opinion
of
counsel
regarding
limited
liability
matters
cannot
be
obtained,
ENLC
will
be
dissolved,
wound
up,
and
liquidated,
unless
within
a
specified
period
after
that
withdrawal,
the
holders
of
a
majority
of
ENLC
Units
(an
"ENLC
Unit
Majority")
agree
in
writing
to
continue
the
business
of
ENLC
and
to
appoint
a
successor
managing
member.
See
"--Dissolution."
ENLK
Replacement
Following
Withdrawal
of
EGP
.
Upon
the
voluntary
withdrawal of
EGP,
other
than
as
a
result
of
a
transfer
by
EGP
of
all
or
a
part
of
its general
partner
interest
in
ENLK,
the
holders
of
a
majority
of
ENLK
Voting Units
may
select
a
successor.
If
a
successor
is
not
elected,
or
is
elected
but
an opinion
of
counsel
regarding
limited
liability
and
tax
matters
cannot
be obtained,
ENLK
will
be
dissolved,
wound
up,
and
liquidated,
unless
within 90
days
after
that
withdrawal,
the
holders
of
a
majority
of
ENLK
Voting Units
(an
"ENLK
Unit
Majority")
agree
in
writing
to
continue
ENLK's business
and
to
appoint
a
successor
general
partner.
See
"--Dissolution."
Replacement
Following
Removal
of
EMM
.
Any
removal
of
EMM
is
also
subject
to
the
approval
of
a
successor
managing
member
by
the
vote
of holders
of
a
majority
of
ENLC's
outstanding
ENLC
Units,
voting
as
a
class, including
ENLC
Units
held
by
EMM
and
its
affiliates.
Replacement
Following
Removal
of
EGP
.
Any
removal
of
EGP
is
also subject
to
the
approval
of
a
successor
general
partner
by
the
ENLK
Unit Majority.
Transfer
of
Interest
of
EMM;
EGP
ENLC
Transfer
of
Managing
Member
Interest
.
At
any
time,
EMM
may
transfer
all
or
any
part
of
its
managing
member
interest
in
ENLC
to
another
person
without
the
approval
of
any
other
member.
As
a
condition
of
this
transfer,
the
transferee
must,
among
other
things,
assume
the
rights
and
duties
of
EMM,
agree
to
be
bound
by
the
provisions
of
the
ENLC
Operating
Agreement,
and
furnish
an
opinion
of
counsel
regarding
limited
liability
matters.
ENLK
Transfer
of
General
Partner
Interest
.
At
any
time,
EGP
may
sell
or
transfer all
or
part
of
its
general
partner
interest
in
ENLK
without
the
approval
of ENLK
Unitholders.
As
a
condition
of
this
transfer,
the
transferee
must
assume the
rights
and
duties
of
EGP,
agree
to
be
bound
by
the
provisions
of
the ENLK
Partnership
Agreement,
and
furnish
an
opinion
of
counsel
regarding limited
liability
and
tax
matters.
Transfer
of
Ownership
Interests
in
EMM
.
At
any
time,
the
owner
of
EMM may
sell
or
transfer
all
or
part
of
its
ownership
interests
in
EMM
to
an
affiliate or
third
party
without
the
approval
of
the
ENLC
Unitholders.
Transfer
of
Incentive
Distribution
Rights
.
EGP,
or
any
subsequent
holder
of the
Incentive
Distribution
Rights,
may
transfer
the
Incentive
Distribution Rights
separately
from
the
general
partner
interest
without
the
approval
of ENLK
Unitholders.
As
a
condition
of
this
transfer,
the
transferee
must
agree to
be
bound
by
the
provisions
of
the
ENLK
Partnership
Agreement.
Transfer
of
Ownership
Interests
in
EGP
.
At
any
time,
the
members
of
EGP may
sell
or
transfer
all
or
part
of
their
membership
interests
in
EGP
without the
approval
of
the
ENLK
Unitholders.
150
Table
of
Contents
Change
of
Management
Provisions
ENLC
The
ENLC
Operating
Agreement
contains
specific
provisions
that
are
intended
to
discourage
a
person
or
group
from
attempting
to
remove
EMM
or
from
otherwise
changing
ENLC's
management.
If
any
person
or
group,
other
than
EMM
and
its
affiliates,
acquires
beneficial
ownership
of
20%
or
more
of
any
class
of
ENLC
Units,
that
person
or
group
loses
voting
rights
on
all
of
its
ENLC
Units.
This
loss
of
voting
rights
does
not
apply
to
any
person
or
group
that
acquires
the
ENLC
Units
from
EMM
or
its
affiliates
and
any
transferees
of
that
person
or
group
approved
by
EMM
or
to
any
person
or
group
who
acquires
the
ENLC
Units
with
the
prior
approval
of
the
ENLC
Board.
ENLK
The
ENLK
Partnership
Agreement
contains
specific
provisions
that
are intended
to
discourage
a
person
or
group
from
attempting
to
remove
EGP
as ENLK's
general
partner
or
otherwise
change
management.
If
any
person
or group
other
than
EGP
and
its
affiliates
acquires
beneficial
ownership
of
20% or
more
of
any
class
of
ENLK
Units,
that
person
or
group
loses
voting
rights on
all
of
its
ENLK
Units.
This
loss
of
voting
rights
does
not
apply
to
any person
or
group
that
acquires
the
ENLK
Units
from
EGP
or
its
affiliates
and any
transferees
of
that
person
or
group
approved
by
EGP
or
to
any
person
or group
who
acquires
the
ENLK
Units
with
the
prior
approval
of
the
ENLK Board.
Call
Rights
ENLC
If
at
any
time
EMM
and
its
affiliates
own
more
than
90%
of
the
then-issued
and
outstanding
membership
interests
of
any
class,
EMM
will
have
the
right,
which
it
may
assign
in
whole
or
in
part
to
any
of
its
affiliates
or
to
EMM,
to
acquire
all,
but
not
less
than
all,
of
the
membership
interests
of
the
class
held
by
unaffiliated
persons,
as
of
a
record
date
to
be
selected
by
EMM,
on
at
least
10,
but
not
more
than
60,
days'
notice.
The
purchase
price
in
the
event
of
this
purchase
is
the
greater
of:
ENLK
If
at
any
time
EGP
and
its
affiliates
hold
more
than
80%
of
the
then-issued and
outstanding
partnership
securities
of
any
class,
EGP
will
have
the
right, which
it
may
assign
in
whole
or
in
part
to
any
of
its
affiliates
or
to
ENLK,
to acquire
all,
but
not
less
than
all,
of
the
remaining
partnership
securities
of
the class
held
by
unaffiliated
persons
as
of
a
record
date
to
be
selected
by
EGP, on
at
least
ten
but
not
more
than
60
days'
notice.
The
purchase
price
in
the event
of
this
purchase
is
the
greater
of:
· the
highest
price
paid
by
EMM
or
any
of
its
affiliates
for
any
membership interests
of
the
class
purchased
within
the
90
days
preceding
the
date
on which
EMM
first
mails
notice
of
its
election
to
purchase
those
membership interests;
and
· the
highest
cash
price
paid
by
EGP
or
any
of
its
affiliates
for
any partnership
securities
of
the
class
purchased
within
the
90
days
preceding the
date
on
which
EGP
first
mails
notice
of
its
election
to
purchase
those partnership
securities;
and
· the
average
of
the
daily
closing
prices
of
the
membership
interests
of
such class
over
the
20
trading
days
preceding
the
date
that
is
three
days
before the
date
the
notice
is
mailed.
· the
average
of
the
daily
closing
prices
of
the
limited
partner
interests
of such
class
over
the
20
trading
days
preceding
the
date
that
is
three
days before
the
date
the
notice
is
mailed.
As
a
result
of
EMM's
right
to
purchase
outstanding
membership
interests,
a holder
of
membership
interests
may
have
his
membership
interests
purchased at
an
undesirable
time
or
at
a
price
that
may
be
lower
than
market
prices
at various
times
prior
to
such
purchase
or
lower
than
As
a
result
of
EGP's
right
to
purchase
outstanding
partnership
securities,
a holder
of
partnership
securities
may
have
his
partnership
securities
purchased at
an
undesirable
time
or
price.
The
tax
consequences
to
an
ENLK
Unitholder of
the
exercise
of
this
call
right
are
the
same
as
a
sale
by
that
ENLK Unitholder
of
its
ENLK
Units
in
the
market.
151
Table
of
Contents
ENLC
a
unitholder
may
anticipate
the
market
price
to
be
in
the
future.
The
tax
consequences
to
an
ENLC
Unitholder
of
the
exercise
of
this
call
right
are
the
same
as
a
sale
by
that
ENLC
Unitholder
of
its
ENLC
Units
in
the
market.
ENLK
Preemptive
Rights
ENLC
EMM
has
the
right,
which
it
may
from
time
to
time
assign
in
whole
or
in
part
to
any
of
its
affiliates,
to
purchase
membership
interests
from
ENLC
whenever,
and
on
the
same
terms
that,
ENLC
issues
membership
interests
to
persons
other
than
EMM
and
its
affiliates,
to
the
extent
necessary
to
maintain
the
percentage
interest
of
EMM
and
its
affiliates,
including
such
interest
represented
by
ENLC
Common
Units,
that
existed
immediately
prior
to
such
issuance.
The
ENLC
Unitholders
do
not
have
preemptive
rights
under
the
ENLC Operating
Agreement
to
acquire
additional
ENLC
Common
Units
or
other membership
interests.
ENLK
Upon
the
issuance
of
additional
partnership
securities,
EGP
has
the
right,
but will
not
be
required
to,
make
additional
capital
contributions
to
maintain
its then
current
general
partner
interest
in
ENLK.
Moreover,
EGP
has
the
right, which
it
may
from
time
to
time
assign
in
whole
or
in
part
to
any
of
its affiliates,
to
purchase
ENLK
Common
Units
or
other
equity
securities whenever,
and
on
the
same
terms
that,
ENLK
issues
those
securities
to persons
other
than
EGP
and
its
affiliates,
to
the
extent
necessary
to
maintain its
then
current
percentage
interest,
including
its
interest
represented
by ENLK
Common
Units
or
other
equity
securities
that
existed
immediately prior
to
each
issuance.
The
ENLK
Common
Unitholders
do
not
have
preemptive
rights
under
the ENLK
Partnership
Agreement
to
acquire
additional
ENLK
Common
Units
or other
partnership
securities.
Amendment
of
Governing
Documents
ENLC
General
.
Amendments
to
the
ENLC
Operating
Agreement
may
be
proposed
only
by
EMM.
However,
to
the
fullest
extent
permitted
by
law,
EMM
will
have
no
duty
or
obligation
to
propose
or
approve
any
amendment
and
may
decline
to
do
so
in
its
sole
discretion.
In
order
to
adopt
a
proposed
amendment,
other
than
the
amendments
discussed
below,
EMM
is
required
to
seek
written
approval
of
the
holders
of
the
number
of
ENLC
Units
required
to
approve
the
amendment
or
to
call
a
meeting
of
the
members
to
consider
and
vote
upon
the
proposed
amendment.
Except
as
described
below,
an
amendment
must
be
approved
by
an
ENLC
Unit
Majority.
ENLK
General.
Amendments
to
the
ENLK
Partnership
Agreement
may
be
proposed only
by
or
with
the
consent
of
EGP,
which
consent
may
be
given
or
withheld in
its
sole
discretion.
In
order
to
adopt
a
proposed
amendment,
other
than
the amendments
discussed
below,
EGP
must
seek
written
approval
of
the
holders of
the
number
of
ENLK
Units
required
to
approve
the
amendment
or
call
a meeting
of
the
limited
partners
to
consider
and
vote
upon
the
proposed amendment.
Except
as
described
below,
an
amendment
must
be
approved
by an
ENLK
Unit
Majority.
Prohibited
Amendments.
No
amendment
may
be
made
that
would:
· enlarge
the
obligations
of
any
limited
partner
without
its
consent,
unless approved
by
at
least
152
Table
of
Contents
ENLC
Prohibited
Amendments
.
No
amendment
may
be
made
that
would:
· enlarge
the
obligations
of
any
non-managing
member
without
its
consent, unless
approved
by
at
least
a
majority
of
the
type
or
class
of
non-managing membership
interests
so
affected;
or
ENLK
a
majority
of
the
type
or
class
of
limited
partner
interests
so
affected;
· enlarge
the
obligations
of,
restrict
in
any
way
any
action
by
or
rights
of,
or reduce
in
any
way
the
amounts
distributable,
reimbursable,
or
otherwise payable
to
EGP
or
any
of
its
affiliates
without
the
consent
of
EGP,
which may
be
given
or
withheld
in
its
sole
discretion;
· enlarge
the
obligations
of,
restrict,
change,
or
modify
in
any
way
any
action by
or
rights
of,
or
reduce
in
any
way
the
amounts
distributable, reimbursable,
or
otherwise
payable
to
EMM
or
any
of
its
affiliates
without the
consent
of
EMM,
which
consent
may
be
given
or
withheld
at
its
option.
The
provision
of
the
ENLC
Operating
Agreement
preventing
the
amendments having
the
effects
described
in
the
clauses
above
can
be
amended
upon
the approval
of
the
holders
of
at
least
90%
of
the
outstanding
ENLC
Units,
voting together
as
a
single
class
(including
ENLC
Units
owned
by
EMM
and
its affiliates).
Without
Unitholder
Approval
.
EMM
may
generally
make
amendments
to
the ENLC
Operating
Agreement
without
the
approval
of
any
member
to
reflect:
· a
change
in
the
name
of
ENLC,
the
location
of
ENLC's
principal
place
of business,
ENLC's
registered
agent,
or
ENLC's
registered
office;
· the
admission,
substitution,
withdrawal,
or
removal
of
members
in accordance
with
the
ENLC
Operating
Agreement;
· change
the
term
of
ENLK's
partnership;
· provide
that
ENLK's
partnership
is
not
dissolved
upon
an
election
to dissolve
the
ENLK
partnership
by
EGP
that
is
approved
by
an
ENLK
Unit Majority;
or
· give
any
person
the
right
to
dissolve
ENLK's
partnership
other
than
EGP's right
to
dissolve
ENLK's
partnership
with
the
approval
of
an
ENLK
Unit Majority.
The
provision
of
the
ENLK
Partnership
Agreement
preventing
the amendments
having
the
effects
described
in
any
of
the
clauses
above
can
only be
amended
upon
the
approval
of
the
holders
of
at
least
90%
of
the outstanding
ENLK
Voting
Units,
voting
together
as
a
single
class
(including ENLK
Units
owned
by
EGP
and
its
affiliates).
Without
Unitholder
Approval.
EGP
may
generally
make
amendments
to
the ENLK
Partnership
Agreement
without
the
approval
of
any
limited
partner
or assignee
to
reflect:
· a
change
that
EMM
determines
to
be
necessary
or
appropriate
to
qualify
or continue
ENLC's
qualification
as
a
limited
liability
company
or
other
entity in
which
the
members
have
limited
liability
under
the
laws
of
any
state;
· an
amendment
that
is
necessary,
in
the
opinion
of
ENLC's
legal
counsel,
to prevent
ENLC
or
EMM,
or
its
directors,
officers,
agents,
or
trustees
from
in any
manner
being
subjected
to
the
provisions
of
the
Investment
Company Act
of
1940,
the
Investment
Advisers
Act
of
1940,
or
"plan
asset" regulations
adopted
under
the
Employee
Retirement
Income
Security
Act of
1974
("ERISA"),
whether
or
not
substantially
similar
to
plan
asset regulations
currently
applied
or
proposed;
· a
change
in
ENLK's
name,
the
location
of
ENLK's
principal
place
of business,
ENLK's
registered
agent,
or
ENLK's
registered
office;
· the
admission,
substitution,
withdrawal,
or
removal
of
partners
in accordance
with
the
ENLK
Partnership
Agreement;
· a
change
that,
in
the
sole
discretion
of
EGP,
is
necessary
or
advisable
for ENLK
to
qualify
or
to
continue
ENLK's
qualification
as
a
limited partnership
or
a
partnership
in
which
the
limited
partners
have
limited liability
under
the
laws
of
any
state
or
to
ensure
that
neither
ENLK,
the Operating
Partnership,
nor
any
of
its
subsidiaries
will
be
treated
as
an association
taxable
as
a
corporation
or
otherwise
taxed
as
an
entity
for federal
income
tax
purposes;
153
Table
of
Contents
ENLC
· an
amendment
that
EMM
determines
to
be
necessary
or
appropriate
in
connection
with
the
creation,
authorization,
or
issuance
of
additional
membership
interests
or
derivative
instruments
related
to,
convertible
into,
or
exchangeable
for
additional
membership
interests;
· any
amendment
expressly
permitted
in
the
ENLC
Operating
Agreement
to be
made
by
EMM
acting
alone;
· an
amendment
effected,
necessitated,
or
contemplated
by
a
merger agreement
that
has
been
approved
under
the
terms
of
the
ENLC
Operating Agreement;
ENLK
· an
amendment
that
is
necessary,
in
the
opinion
of
ENLK's
counsel,
to prevent
ENLK
or
EGP
or
its
directors,
officers,
agents,
or
trustees,
from
in any
manner
being
subjected
to
the
provisions
of
the
Investment
Company Act
of
1940,
the
Investment
Advisors
Act
of
1940,
or
plan
asset
regulations adopted
under
ERISA,
whether
or
not
substantially
similar
to
plan
asset regulations
currently
applied
or
proposed;
· subject
to
the
limitations
on
the
issuance
of
additional
partnership
securities described
above,
an
amendment
that
in
the
discretion
of
EGP
is
necessary or
advisable
for
the
authorization
of
additional
partnership
securities
or rights
to
acquire
partnership
securities;
· any
amendment
that
EMM
determines
to
be
necessary
or
appropriate
to reflect
and
account
for
the
formation
by
ENLC
of,
or
its
investment
in,
any corporation,
partnership,
or
other
entity,
in
connection
with
conduct otherwise
permitted
by
the
ENLC
Operating
Agreement;
· a
change
in
ENLC's
fiscal
year
or
taxable
period
and
related
changes;
· any
amendment
expressly
permitted
in
the
ENLK
Partnership
Agreement
to be
made
by
EGP
acting
alone;
· an
amendment
effected,
necessitated,
or
contemplated
by
a
merger agreement
that
has
been
approved
under
the
terms
of
the
ENLK
Partnership Agreement;
· conversions
into,
mergers
with,
or
conveyances
to
another
limited
liability entity
that
is
newly
formed
and
has
no
assets,
liabilities,
or
operations
at
the time
of
the
conversion,
merger,
or
conveyance
other
than
those
it
receives by
way
of
the
conversion,
merger,
or
conveyance;
or
· any
amendment
that,
in
the
discretion
of
EGP,
is
necessary
or
advisable
for the
formation
by
ENLK
of,
or
ENLK's
investment
in,
any
corporation, partnership,
or
other
entity,
as
otherwise
permitted
by
the
ENLK Partnership
Agreement;
· any
other
amendments
substantially
similar
to
any
of
the
matters
described in
the
clauses
above
or
in
the
clauses
that
immediately
follow.
In
addition,
EMM
may
make
amendments
to
the
ENLC
Operating Agreement,
without
the
approval
of
any
member,
if
EMM
determines
that those
amendments:
· mergers
into
or
conveyances
to
another
limited
liability
entity
that
is
newly formed
and
has
no
assets,
liabilities,
or
operations
at
the
time
of
the
merger or
conveyance
other
than
those
it
receives
by
way
of
the
merger
or conveyance;
· a
change
in
ENLK's
fiscal
year
or
taxable
year
and
related
changes;
or
· do
not
adversely
affect
the
non-managing
members,
including
any particular
class
of
non-managing
members,
in
any
material
respect;
· any
other
amendments
substantially
similar
to
any
of
the
matters
described in
the
preceding
clauses
or
in
the
clauses
that
immediately
follow.
· are
necessary
or
appropriate
to
satisfy
any
requirements,
conditions,
or guidelines
contained
in
any
opinion,
directive,
order,
ruling,
or
regulation of
any
federal
or
state
agency
or
judicial
authority
or
contained
in
any federal
or
state
statute;
In
addition,
EGP
may
make
amendments
to
the
ENLK
Partnership
Agreement without
the
approval
of
any
limited
partner
or
assignee
if
those
amendments, in
the
discretion
of
EGP:
154
Table
of
Contents
ENLC
· are
necessary
or
appropriate
to
facilitate
the
trading
of
membership
interests
or
to
comply
with
any
rule,
regulation,
guideline,
or
requirement
of
any
securities
exchange
on
which
the
membership
interests
are
or
will
be
listed
or
admitted
to
trading;
· are
necessary
or
appropriate
in
connection
with
any
action
taken
by
EMM relating
to
splits
or
combinations
of
units
under
the
provisions
of
the
ENLC Operating
Agreement;
or
ENLK
· do
not
adversely
affect
the
limited
partners
(or
any
particular
class
of limited
partners
as
compared
to
other
classes
of
limited
partners)
in
any material
respect;
· are
necessary
or
advisable
to
satisfy
any
requirements,
conditions,
or guidelines
contained
in
any
opinion,
directive,
order,
ruling,
or
regulation of
any
federal
or
state
agency
or
judicial
authority
or
contained
in
any federal
or
state
statute;
· are
required
to
effect
the
intent
of
the
provisions
of
the
ENLC
Operating Agreement
or
are
otherwise
contemplated
by
the
ENLC
Operating Agreement.
With
Unitholder
Approval
.
In
addition
to
the
above
restrictions:
· are
necessary
or
advisable
to
facilitate
the
trading
of
limited
partner interests
or
to
comply
with
any
rule,
regulation,
guideline,
or
requirement of
any
securities
exchange
on
which
the
limited
partner
interests
are
or
will be
listed
for
trading,
compliance
with
any
of
which
EGP
deems
to
be
in
the best
interests
of
ENLK
and
its
limited
partners;
· any
amendment
that
EMM
determines
adversely
affects,
in
any
material respect,
one
or
more
particular
classes
of
members
will
require
the
approval of
at
least
a
majority
of
the
class
or
classes
so
affected,
but
no
vote
will
be required
by
any
class
or
classes
of
members
that
EMM
determines
are
not adversely
affected
in
any
material
respect;
· any
amendment
that
would
have
a
material
adverse
effect
on
the
rights
or preferences
of
any
type
or
class
of
outstanding
ENLC
Units
in
relation
to other
classes
of
ENLC
Units
will
require
the
approval
of
at
least
a
majority of
the
type
or
class
of
ENLC
Units
so
affected;
· any
amendment
that
would
reduce
the
voting
percentage
required
to
take any
action
other
than
to
remove
EMM
or
call
a
meeting
of
ENLC Unitholders
is
required
to
be
approved
by
the
affirmative
vote
of
members whose
aggregate
outstanding
ENLC
Units
constitute
not
less
than
the voting
requirement
sought
to
be
reduced;
and
· any
amendment
that
would
increase
the
percentage
of
ENLC
Units
required to
remove
EMM
or
call
a
meeting
of
ENLC
Unitholders
must
be
approved by
the
affirmative
vote
of
members
whose
aggregate
outstanding
units constitute
not
less
than
the
percentage
sought
to
be
increased.
· are
necessary
or
advisable
for
any
action
taken
by
EGP
relating
to
splits
or combinations
of
ENLK
Units
under
the
provisions
of
the
ENLK Partnership
Agreement;
or
· are
required
to
effect
the
intent
of
the
provisions
of
the
ENLK
Partnership Agreement
or
are
otherwise
contemplated
by
the
ENLK
Partnership Agreement.
With
Unitholder
Approval
.
In
addition
to
the
above
restrictions:
· any
amendment
that
would
have
a
material
adverse
effect
on
the
rights
or preferences
of
any
type
or
class
of
outstanding
units
in
relation
to
other classes
of
units
will
require
the
approval
of
at
least
a
majority
of
the
type
or class
of
units
so
affected;
and
· any
amendment
that
reduces
the
voting
percentage
required
to
take
any action
must
be
approved
by
the
affirmative
vote
of
limited
partners constituting
not
less
than
the
voting
requirement
sought
to
be
reduced.
155
Table
of
Contents
ENLC
Opinion
of
Counsel
.
For
amendments
of
the
type
not
requiring
ENLC
Unitholder
approval,
EMM
will
not
be
required
to
obtain
an
opinion
of
counsel
that
an
amendment
will
not
result
in
a
loss
of
limited
liability
to
the
members
in
connection
with
any
of
the
amendments.
No
other
amendments
to
the
ENLC
Operating
Agreement
will
become
effective
without
the
approval
of
holders
of
at
least
90%
of
the
outstanding
ENLC
Units,
voting
as
a
single
class,
unless
ENLC
first
obtains
an
opinion
of
counsel
to
the
effect
that
the
amendment
will
not
affect
the
limited
liability
of
any
of
its
members
under
applicable
law.
ENLK
Further,
the
affirmative
vote
of
the
holders
of
a
majority
of
the
outstanding ENLK
Series
B
Units
is
necessary
(i)
on
any
matter
that
adversely
affects
the rights,
preferences,
or
privileges
of
the
ENLK
Series
B
Units,
(ii)
for
the amendment
or
modification
of
the
terms
of
the
ENLK
Series
B
Units,
(iii)
in order
for
ENLK
to
make
a
distribution
from
capital
surplus,
(iv)
on
any amendment
or
modification
of
any
organizational
document
of
any
subsidiary of
ENLK
except
for
amendments
that
EGP
determines
will
not
materially adversely
affect
ENLK's
ability
to
pay
distributions
on
the
ENLK
Series
B Units,
or
(v)
for
the
incurrence
of
indebtedness
above
certain
specified
levels, among
other
matters.
Opinion
of
Counsel.
EGP
will
not
be
required
to
obtain
an
opinion
of
counsel
that
an
amendment
will
not
result
in
a
loss
of
limited
liability
to
the
limited
partners
or
result
in
ENLK
being
treated
as
an
entity
for
federal
income
tax
purposes
if
one
of
the
amendments
described
above
under
"--Without
Unitholder
Approval"
should
occur.
No
other
amendments
to
the
ENLK
Partnership
Agreement
will
become
effective
without
the
approval
of
holders
of
at
least
90%
of
the
ENLK
Voting
Units
unless
ENLK
obtains
an
opinion
of
counsel
to
the
effect
that
the
amendment
will
not
affect
the
limited
liability
of
any
of
ENLK's
limited
partners
under
applicable
law.
156
Table
of
Contents
Voting
Rights;
Meetings;
Actions
by
Written
Consent
ENLC
Except
as
described
below
regarding
a
person
or
group
owning
20%
or
more
of
any
class
of
ENLC
Units,
record
holders
of
ENLC
Units
on
the
record
date
will
be
entitled
to
notice
of,
and
to
vote
at,
meetings
of
ENLC's
members
and
to
act
upon
matters
for
which
approvals
may
be
solicited.
Any
action
that
is
required
or
permitted
to
be
taken
by
ENLC
Unitholders may
be
taken
either
at
a
meeting
of
ENLC
Unitholders
or,
if
authorized
by EMM,
without
a
meeting
if
consents
in
writing
describing
the
action
so
taken are
signed
by
holders
of
the
number
of
ENLC
Units
necessary
to
authorize
or take
that
action
at
a
meeting.
Meetings
of
ENLC
Unitholders
may
be
called by
EMM
or
by
ENLC
Unitholders
owning
at
least
20%
of
the
outstanding ENLC
Units
of
the
class
for
which
a
meeting
is
proposed.
ENLC
Unitholders may
vote
either
in
person
or
by
proxy
at
meetings.
The
holders
of
a
majority of
the
outstanding
ENLC
Units
of
the
class
or
classes
for
which
a
meeting
has been
called,
represented
in
person
or
by
proxy,
will
constitute
a
quorum, unless
any
action
by
ENLC
Unitholders
requires
approval
by
holders
of
a greater
percentage
of
ENLC
Units,
in
which
case
the
quorum
will
be
the greater
percentage.
Each
record
holder
of
an
ENLC
Unit
will
have
a
vote
according
to
such holder's
percentage
interest
in
ENLC,
although
additional
membership interests
having
special
voting
rights
could
be
issued.
However,
if
at
any
time any
person
or
group,
other
than
EMM
and
its
affiliates,
or
a
direct
or subsequently
approved
transferee
of
EMM
or
its
affiliates
and
purchasers specifically
approved
by
EMM,
acquires,
in
the
aggregate,
beneficial ownership
of
20%
or
more
of
any
class
of
ENLC
Units,
that
person
or
group will
lose
voting
rights
on
all
of
its
ENLC
Units
and
its
ENLC
Units
may
not be
voted
on
any
matter
and
will
not
be
considered
to
be
outstanding
when sending
notices
of
a
meeting
of
ENLC
Unitholders,
calculating
required votes,
determining
the
presence
of
a
quorum,
or
for
other
similar
purposes. ENLC
Common
Units
held
in
nominee
or
street
name
account
will
be
voted by
the
broker
or
other
nominee
in
ENLK
Except
as
described
below
regarding
a
person
or
group
owning
20%
or
more of
any
class
of
ENLK
Units,
record
holders
of
ENLK
Units
on
the
record
date will
be
entitled
to
notice
of,
and
to
vote
at,
meetings
of
ENLK's
limited partners
and
to
act
upon
matters
for
which
approvals
may
be
solicited.
ENLK Common
Units
that
are
owned
by
an
assignee
who
is
a
record
holder,
but
who has
not
yet
been
admitted
as
a
limited
partner,
will
be
voted
by
EGP
at
the written
direction
of
the
record
holder.
Absent
direction
of
this
kind,
the
ENLK Common
Units
will
not
be
voted,
except
that,
in
the
case
of
ENLK
Common Units
held
by
EGP
on
behalf
of
non-citizen
assignees,
EGP
will
distribute
the votes
on
those
ENLK
Common
Units
in
the
same
ratios
as
the
votes
of partners
(including
EGP)
on
other
ENLK
Units
are
cast.
Any
action
that
is
required
or
permitted
to
be
taken
by
the
ENLK
Unitholders may
be
taken
either
at
a
meeting
of
the
ENLK
Unitholders
or,
if
authorized
by EGP,
without
a
meeting
if
consents
in
writing
describing
the
action
so
taken are
signed
by
holders
of
the
number
of
ENLK
Units
necessary
to
authorize
or take
that
action
at
a
meeting.
Meetings
of
the
ENLK
Unitholders
may
be called
by
EGP
or
by
ENLK
Unitholders
owning
at
least
20%
of
the outstanding
ENLK
Units
of
the
class
for
which
a
meeting
is
proposed.
ENLK Unitholders
may
vote
either
in
person
or
by
proxy
at
meetings.
The
holders
of a
majority
of
the
outstanding
ENLK
Units
of
the
class
or
classes
for
which
a meeting
has
been
called,
represented
in
person
or
by
proxy,
will
constitute
a quorum
unless
any
action
by
the
ENLK
Unitholders
requires
approval
by holders
of
a
greater
percentage
of
the
ENLK
Units,
in
which
case
the
quorum will
be
the
greater
percentage.
Each
ENLK
Voting
Unitholder
of
record
has
a
vote
according
to
such
holder's percentage
interest
in
ENLK,
although
additional
limited
partner
interests having
special
voting
rights
could
be
issued.
If
at
any
time
any
person
or group,
other
than
EGP
and
its
affiliates,
or
a
direct
or
subsequently
approved transferee
of
EGP
or
its
affiliates,
acquires,
in
the
aggregate,
beneficial
157
Table
of
Contents
ENLC
accordance
with
the
instruction
of
the
beneficial
owner
unless
the
arrangement
between
the
beneficial
owner
and
his
nominee
provides
otherwise.
Each
ENLC
Class
C
Common
Unit
will
be
entitled
to
the
number
of
votes equal
to
the
number
of
ENLC
Common
Units
into
which
an
ENLK
Series
B Unit
is
then
exchangeable.
In
addition,
the
holders
of
ENLC
Class
C
Common Units
will
have
separate
approval
rights
on
any
matter
that
adversely
affects the
rights
or
preferences
of
the
ENLC
Class
C
Common
Units
in
relation
to other
classes
of
ENLC
membership
interests
(including
as
a
result
of
merger or
consolidation)
and
with
respect
to
certain
matters
for
which
the
ENLK Series
B
Unitholders
have
approval
rights
under
the
Amended
ENLK Partnership
Agreement.
Any
notice,
demand,
request,
report,
or
proxy
material
required
or
permitted to
be
given
or
made
to
ENLC
Unitholders
of
record
under
the
ENLC Operating
Agreement
will
be
delivered
to
the
record
holder
by
ENLC
or
by ENLC's
transfer
agent.
ENLK
ownership
of
20%
or
more
of
any
class
of
ENLK
Units
then
outstanding,
that person
or
group
will
lose
voting
rights
on
all
of
its
ENLK
Units
and
the ENLK
Units
may
not
be
voted
on
any
matter
and
will
not
be
considered
to
be outstanding
when
sending
notices
of
a
meeting
of
ENLK
Unitholders, calculating
required
votes,
determining
the
presence
of
a
quorum,
or
for
other similar
purposes.
ENLK
Common
Units
held
in
nominee
or
street
name account
will
be
voted
by
the
broker
or
other
nominee
in
accordance
with
the instruction
of
the
beneficial
owner
unless
the
arrangement
between
the beneficial
owner
and
his
nominee
provides
otherwise.
Any
notice,
demand,
request,
report,
or
proxy
material
required
or
permitted to
be
given
or
made
to
ENLK
Common
Unitholders
of
record
under
the ENLK
Partnership
Agreement
will
be
delivered
to
the
record
holder
by
ENLK or
by
ENLK's
transfer
agent.
Indemnification
ENLC
Under
the
ENLC
Operating
Agreement,
in
most
circumstances,
ENLC
will
indemnify
the
following
persons,
to
the
fullest
extent
permitted
by
law,
from
and
against
all
losses,
claims,
damages,
or
similar
events:
ENLK
Under
the
ENLK
Partnership
Agreement,
in
most
circumstances,
ENLK
will indemnify
the
following
persons,
to
the
fullest
extent
permitted
by
law,
from and
against
all
losses,
claims,
damages,
or
similar
events:
· EMM;
· EGP;
· any
departing
managing
member;
· any
departing
general
partner;
· any
person
who
is
or
was
an
affiliate
of
EMM
or
any
departing
managing member;
· any
person
who
is
or
was
an
affiliate
of
EGP
or
any
departing
general partner;
· any
person
who
is
or
was
a
manager,
managing
member,
general
partner, director,
officer,
employee,
agent,
fiduciary,
or
trustee
of
ENLC,
any
ENLC subsidiary
(which
does
not
include,
for
these
purposes,
ENLK
and
its subsidiaries),
or
EMM,
or
any
departing
managing
member
or
any
affiliate of
the
foregoing;
· any
person
who
is
or
was
a
member,
partner,
officer,
director,
employee, agent,
fiduciary,
or
trustee
of
ENLK,
any
ENLK
subsidiary,
EGP,
or
any departing
general
partner,
or
any
affiliate
of
ENLK
or
any
ENLK subsidiary;
or
· any
person
who
is
or
was
serving
as
an
officer,
director,
employee, member,
partner,
agent,
fiduciary,
or
trustee
of
another
person
at
the request
of
a
EGP,
any
departing
general
partner,
or
any
of
their
affiliates.
158
Table
of
Contents
ENLC
· any
person
who
is
or
was
serving
as
a
manager,
managing
member,
general
partner,
director,
officer,
employee,
agent,
fiduciary,
or
trustee
of
another
person
owing
a
fiduciary
duty
to
ENLC
or
any
ENLC
subsidiary
(which
does
not
include,
for
these
purposes,
ENLK
and
its
subsidiaries);
and
· any
person
designated
by
EMM
because
of
such
person's
status
in
relation to
ENLC
or
any
ENLC
subsidiary.
ENLC
must
provide
this
indemnification
unless
there
has
been
a
final
and non-appealable
judgment
by
a
court
of
competent
jurisdiction
determining that
the
indemnitees
acted
in
bad
faith,
or,
in
the
case
of
a
criminal
matter, acted
with
knowledge
that
the
indemnittee's
conduct
was
unlawful.
Any determination,
other
action,
or
failure
to
act
by
the
indemnitee
will
be considered
to
be
in
bad
faith
only
if
the
indemnitee
subjectively
believed
such determination,
other
action,
or
failure
was
adverse
to
the
interest
of
ENLC.
ENLK
This
indemnification
is
only
available
if
the
indemnitee
acted
in
good
faith and
in
a
manner
that
such
indemnitee
reasonably
believed
to
be
in,
or,
in
the case
of
a
person
other
than
EGP,
not
opposed
to,
the
best
interests
of
ENLK. Any
indemnification
under
these
provisions
will
only
be
out
of
ENLK's assets.
EGP
will
not
be
personally
liable
for,
or
have
any
obligation
to contribute
or
loan
funds
or
assets
to
ENLK
to
enable
ENLK
to
effectuate, indemnification.
ENLK
may
purchase
insurance
against
liabilities
asserted against
and
expenses
incurred
by
persons
for
ENLK's
activities,
regardless
of whether
ENLK
would
have
the
power
to
indemnify
the
person
against liabilities
under
the
ENLK
Partnership
Agreement.
Any
indemnification
under
these
provisions
will
only
be
out
of
ENLC's assets.
EMM
will
not
be
personally
liable
for,
or
have
any
obligation
to contribute
or
lend
monies
or
properties
to
ENLC
to
enable
ENLC
to effectuate,
indemnification.
ENLC
may
purchase
insurance
against
liabilities asserted
against
and
expenses
incurred
by
persons
for
ENLC's
activities, regardless
of
whether
ENLC
would
have
the
power
to
indemnify
the
person against
liabilities
under
the
ENLC
Operating
Agreement.
Conflicts
of
Interest
ENLC
Conflicts
of
interest
exist
and
may
arise
in
the
future
as
a
result
of
the
relationships
between
EMM
or
its
affiliates,
on
the
one
hand,
and
ENLC,
its
members,
or
its
subsidiaries,
on
the
other
hand.
The
directors
and
officers
of
EMM
have
fiduciary
duties
to
manage
EMM
in
a
manner
that
is
in
the
best
interests
of
GIP
Stetson
I,
in
its
capacity
as
the
sole
member
of
EMM.
At
the
same
time,
EMM
has
a
duty
to
manage
ENLK
Conflicts
of
interest
exist
and
may
arise
in
the
future
as
a
result
of
the relationships
between
EGP
or
its
affiliates,
on
the
one
hand,
and
ENLK,
its limited
partners,
or
its
subsidiaries,
on
the
other
hand.
The
ENLK
Partnership Agreement
specifically
defines
the
remedies
available
to
ENLK
Unitholders for
actions
taken
that,
without
these
defined
liability
standards,
might constitute
breaches
of
fiduciary
duty
under
159
Table
of
Contents
ENLC
ENLC
in
a
manner
it
subjectively
believes
is
in,
or
not
opposed
to,
ENLC's
best
interests.
The
ENLC
Operating
Agreement
specifically
defines
the
remedies
available
to
ENLC
Unitholders
for
actions
taken
that,
without
these
defined
liability
standards,
might
constitute
breaches
of
fiduciary
duty
under
applicable
Delaware
law.
The
DLLCA
provides
that
Delaware
limited
liability
companies
may,
in
their
operating
agreements,
expand,
restrict,
or
eliminate
the
fiduciary
duties
otherwise
owed
by
the
manager
to
the
members
and
the
company,
but
such
agreements
may
not
eliminate
the
implied
contractual
covenant
of
good
faith
and
fair
dealing.
Whenever
a
conflict
arises
between
EMM
or
its
affiliates,
on
the
one
hand, and
ENLC,
its
members,
or
its
subsidiaries,
on
the
other
hand,
the
resolution or
course
of
action
in
respect
of
such
conflict
of
interest
shall
be
permitted and
deemed
approved
by
ENLC
and
all
its
members
and
shall
not
constitute
a breach
of
the
ENLC
Operating
Agreement,
of
any
agreement
contemplated thereby,
or
of
any
duty,
if
the
resolution
or
course
of
action
in
respect
of
such conflict
of
interest
is:
· approved
by
the
conflicts
committee
of
the
ENLC
Board;
or
· approved
by
the
holders
of
a
majority
of
the
outstanding
ENLC
Units, excluding
any
such
ENLC
Units
owned
by
EMM
and
its
affiliates.
EMM
may,
but
is
not
required
to,
seek
the
approval
of
such
resolutions
or courses
of
action
from
the
conflicts
committee
of
the
ENLC
Board
or
from the
holders
of
a
majority
of
the
outstanding
ENLC
Units
as
described
above. Unless
the
resolution
of
a
conflict
is
specifically
provided
for
in
the
ENLC Operating
Agreement,
the
ENLC
Board
or
the
conflicts
committee
of
the ENLC
Board
may
consider
any
factors
they
determine
in
good
faith
to consider
when
resolving
a
conflict.
An
independent
third
party
is
not
required to
evaluate
the
resolution.
Under
the
ENLC
Operating
Agreement,
a determination,
other
action,
or
failure
to
act
by
EMM,
the
ENLC
Board,
or any
committee
thereof
(including
the
conflicts
committee)
will
be
deemed
to be
in
"good
faith"
if
EMM,
the
ENLC
Board,
or
any
committee
thereof (including
the
conflicts
ENLK
applicable
Delaware
law.
The
Delaware
LP
Act
provides
that
Delaware limited
partnerships
may,
in
their
partnership
agreements,
expand,
restrict
or eliminate
the
fiduciary
duties
otherwise
owed
by
the
general
partner
to
the limited
partners
and
the
partnership,
but
such
agreements
may
not
eliminate the
implied
contractual
covenant
of
good
faith
and
fair
dealing.
Whenever
a
conflict
arises
between
EGP
or
its
affiliates,
on
the
one
hand,
and ENLK,
its
limited
partners,
or
its
subsidiaries,
on
the
other
hand,
the resolution
or
course
of
action
in
respect
of
such
conflict
of
interest
shall
be permitted
and
deemed
approved
by
all
its
partners
and
shall
not
constitute
a breach
of
the
ENLK
Partnership
Agreement,
of
any
agreement
contemplated thereby,
or
of
any
duty,
if
the
resolution
or
course
of
action
in
respect
of
such conflict
of
interest
is,
or
by
operation
of
the
ENLK
Partnership
Agreement
is deemed
to
be,
fair
and
reasonable
to
ENLK.
Any
conflict
of
interest
and
any resolution
of
such
conflict
of
interest
shall
be
conclusively
deemed
to
be
fair and
reasonable
to
ENLK
if
it
is:
· approved
by
the
conflicts
committee
of
the
ENLK
Board
(as
long
as
the material
facts
known
to
EGP
or
any
of
its
affiliates
regarding
any
proposed transaction
were
disclosed
to
the
conflicts
committee
at
the
time
it
gave
its approval);
· on
terms
no
less
favorable
to
ENLK
than
those
generally
provided
to
or available
from
unrelated
third
parties;
or
· fair
to
ENLK,
taking
into
account
the
totality
of
the
relationships
between the
parties
involved
(including
other
transactions
that
may
be
particularly favorable
or
advantageous
to
ENLK).
EGP
may,
but
is
not
required
to,
seek
the
approval
of
such
resolutions
or courses
of
action
from
the
conflicts
committee
of
the
ENLK
Board.
EGP
may also
adopt
a
resolution
or
course
of
action
that
has
not
received
the
approval of
the
conflicts
committee
of
the
ENLK
Board.
In
connection
with
the determination
of
what
is
fair
and
reasonable
to
ENLK,
EGP
(including
the conflicts
committee
of
the
ENLK
Board)
may
160
Table
of
Contents
ENLC
committee)
subjectively
believed
such
determination,
other
action
or
failure
to
act
was
in,
or
not
opposed
to,
ENLC's
best
interests.
In
any
proceeding
brought
by
or
on
behalf
of
ENLC
or
any
ENLC
Unitholder,
the
person
bringing
or
prosecuting
such
proceeding
will
have
the
burden
of
proving
that
such
determination,
other
action,
or
failure
to
act
was
not
in
good
faith.
ENLK
consider:
(i)
the
relative
interests
of
any
party
to
such
conflict,
agreement, transaction,
or
situation
and
the
benefits
and
burdens
relating
to
such
interest, (ii)
any
customary
or
accepted
industry
practices
and
any
customary
or historical
dealings
with
a
particular
person,
(iii)
any
applicable
generally accepted
accounting
practices
or
principles,
and
(iv)
such
additional
factors
as EGP
(or
the
conflicts
committee)
determines
in
its
sole
discretion
to
be relevant,
reasonable,
or
appropriate
under
the
circumstances,
provided
that EGP
(or
the
conflicts
committee)
is
not
required
to
consider
the
interests
of any
person
other
than
ENLK.
In
the
absence
of
bad
faith
by
EGP,
the resolutions,
action,
or
terms
so
made,
taken,
or
provided
by
EGP
with
respect to
such
matter
shall
not
constitute
a
breach
of
the
ENLK
Partnership Agreement
or
any
other
agreement
contemplated
therein,
or,
to
the
extent permitted
by
law,
under
the
Delaware
LP
Act
or
other
applicable
law.
Taxation
ENLC
ENLC
has
elected
to
be
treated
as
a
corporation
for
U.S.
federal
income
tax
purposes.
As
a
result,
ENLC
is
subject
to
tax
as
a
corporation
and
distributions
on
the
ENLC
Common
Units
will
be
treated
as
distributions
on
corporate
stock
for
federal
income
tax
purposes.
No
Schedule
K-1
will
be
issued
with
respect
to
ENLC
Common
Units,
but
instead
ENLC
Unitholders
will
receive
a
Form
1099
with
respect
to
distributions
received
on
ENLC
Common
Units.
See
"Material
U.S.
Federal
Income
Tax
Consequences."
ENLK
ENLK
is
classified
as
a
partnership
for
U.S.
federal
income
tax
purposes
and, generally,
is
not
subject
to
entity-level
U.S.
federal
income
taxes.
Each
ENLK
Unitholder
receives
a
Schedule
K-1
from
ENLK
reflecting
such ENLK
Unitholder's
share
of
ENLK's
items
of
income,
gain,
loss,
and deduction
for
each
taxable
year
following
the
end
of
such
taxable
year.
Dissolution
ENLC
ENLK
ENLC
will
continue
as
a
limited
liability
company
until
dissolved
under
the
ENLK
will
continue
as
a
limited
partnership
until
terminated
under
the
ENLK
terms
of
the
ENLC
Operating
Agreement.
ENLC
will
dissolve
upon:
Partnership
Agreement.
ENLK
will
dissolve
upon:
· the
election
by
EMM
to
dissolve
ENLC,
if
approved
by
the
holders
of ENLC
Units
representing
an
ENLC
Unit
Majority;
· the
election
of
EGP
to
dissolve
ENLK,
if
approved
by
the
holders
of
ENLK Units
representing
an
ENLK
Unit
Majority;
161
Table
of
Contents
ENLC
ENLK
· there
being
no
members,
unless
ENLC
is
continued
without
dissolution
in
· the
sale
of
all
or
substantially
all
of
ENLK's
assets
and
properties
and
accordance
with
applicable
Delaware
law;
ENLK's
subsidiaries;
· the
entry
of
a
decree
of
judicial
dissolution
of
ENLC;
or
· the
entry
of
a
decree
of
judicial
dissolution
of
ENLK;
or
· the
withdrawal
or
removal
of
EMM
or
any
other
event
that
results
in
its ceasing
to
be
ENLC's
manager
other
than
by
reason
of
a
transfer
of
its managing
member
interest
in
accordance
with
the
ENLC
Operating Agreement
or
its
withdrawal
or
removal
following
the
approval
and admission
of
a
successor.
· the
withdrawal
or
removal
of
EGP
or
any
other
event
that
results
in
its ceasing
to
be
ENLK's
general
partner
other
than
by
reason
of
a
transfer
of its
general
partner
interest
in
accordance
with
the
ENLK's
Partnership Agreement
or
withdrawal
or
removal
following
approval
and
admission
of a
successor.
Upon
a
dissolution
under
the
last
clause
above,
the
holders
of
ENLC
Units representing
an
ENLC
Unit
Majority
may
also
elect,
within
specific
time limitations,
to
continue
ENLC's
business
on
the
same
terms
and
conditions described
in
the
ENLC
Operating
Agreement
by
appointing
as
a
successor managing
member
an
entity
approved
by
the
holders
of
ENLC
Units representing
an
ENLC
Unit
Majority,
subject
to
the
receipt
by
ENLC
of
an opinion
of
counsel
to
the
effect
that
the
action
would
not
result
in
the
loss
of limited
liability
under
Delaware
law
of
any
member.
Upon
a
dissolution
under
the
last
clause,
the
holders
of
ENLK
Units representing
an
ENLK
Unit
Majority
may
also
elect,
within
specific
time limitations,
to
reconstitute
ENLK
and
continue
ENLK's
business
on
the
same terms
and
conditions
described
in
the
ENLK
Partnership
Agreement
by forming
a
new
limited
partnership
on
terms
identical
to
those
in
the
ENLK Partnership
Agreement
and
having
as
general
partner
an
entity
approved
by the
holders
of
ENLK
Units
representing
an
ENLK
Unit
Majority,
subject
to ENLK's
receipt
of
an
opinion
of
counsel
to
the
effect
that:
· the
action
would
not
result
in
the
loss
of
limited
liability
of
any
limited partner;
and
· neither
ENLK's
partnership,
the
reconstituted
limited
partnership
nor
the Operating
Partnership
would
be
treated
as
an
association
taxable
as
a corporation
or
otherwise
be
taxable
as
an
entity
for
federal
income
tax purposes
upon
the
exercise
of
that
right
to
continue.
Transfer
of
Common
Units
ENLC
ENLK
See
"Description
of
the
ENLC
Common
Units--Transfer
of
Common
Units."
Each
transferee
of
ENLK
Units
must
execute
a
transfer
application.
By
executing
and
delivering
a
transfer
application,
such
transferee:
· becomes
the
record
holder
of
the
ENLK
Units
and
is
an
assignee
until admitted
into
ENLK
as
a
substituted
limited
partner;
· automatically
requests
admission
as
a
substituted
limited
partner
in
ENLK; 162
Table
of
Contents
ENLC
ENLK
· agrees
to
comply
with
and
be
bound
by
the
terms
and
conditions
of,
and
to
execute,
the
ENLK
Partnership
Agreement;
· represents
that
the
transferee
has
the
right,
capacity,
power
and
authority
to enter
into
the
ENLK
Partnership
Agreement;
· grants
powers
of
attorney
to
officers
of
EGP
and
any
liquidator
of
ENLK
as specified
in
the
ENLK
Partnership
Agreement;
and
· gives
the
consents
and
approvals
and
makes
the
consents
and
waivers contained
in
the
ENLK
Partnership
Agreement.
A
transferee
will
become
a
substituted
limited
partner
of
ENLK
for
the transferred
ENLK
Units
upon
the
consent
of
EGP
and
the
recording
of
the name
of
the
transferee
on
ENLK's
books
and
records.
EGP
may
withhold
its consent
in
its
sole
discretion.
A
transferee's
broker,
agent,
or
nominee
may
complete,
execute,
and
deliver
a transfer
application.
ENLK
is
entitled
to
treat
the
nominee
holder
of
an
ENLK Unit
as
the
absolute
owner.
In
that
case,
the
beneficial
holder's
rights
are limited
solely
to
those
that
it
has
against
the
nominee
holder
as
a
result
of
any agreement
between
the
beneficial
owner
and
the
nominee
holder.
ENLK
Units
are
securities
and
are
transferable
according
to
the
laws governing
transfer
of
securities.
In
addition
to
other
rights
acquired
upon transfer,
the
assignor
gives
the
assignee
the
right
to
request
admission
as
a substituted
limited
partner
in
ENLK
for
the
transferred
ENLK
Units.
A purchaser
or
transferee
of
ENLK
Units
who
does
not
execute
and
deliver
a transfer
application
obtains
only:
· the
right
to
assign
the
ENLK
Unit
to
a
purchaser
or
transferee;
and
· the
right
to
transfer
the
right
to
seek
admission
as
a
substituted
limited partner
in
ENLK
for
the
transferred
ENLK
Units.
163
Table
of
Contents
ENLC
ENLK
Thus,
a
purchaser
or
transferee
of
ENLK
Units
who
does
not
execute
and
deliver
a
transfer
application:
· will
not
receive
cash
distributions
or
federal
income
tax
allocations,
unless the
ENLK
Units
are
held
in
a
nominee
or
"street
name"
account
and
the nominee
or
broker
has
executed
and
delivered
a
transfer
application;
and
· may
not
receive
some
federal
income
tax
information
or
reports
furnished to
record
holders
of
ENLK
Units.
The
transferor
of
ENLK
Units
has
a
duty
to
provide
the
transferee
with
all information
that
may
be
necessary
to
transfer
the
ENLK
Units.
The
transferor does
not
have
a
duty
to
ensure
the
execution
of
the
transfer
application
by
the transferee
and
has
no
liability
or
responsibility
if
the
transferee
neglects
or chooses
not
to
execute
and
forward
the
transfer
application
to
the
transfer agent.
Until
an
ENLK
Unit
has
been
transferred
on
ENLK's
books,
ENLK
and
the transfer
agent
may
treat
the
record
holder
of
the
ENLK
Unit
as
the
absolute owner
for
all
purposes,
except
as
otherwise
required
by
law
or
stock
exchange regulations.
164
Table
of
Contents
General
DESCRIPTION
OF
ENLC
COMMON
UNITS
ENLC
Common
Units
represent
non-managing
membership
interests
in
ENLC.
ENLC
Unitholders
are
entitled
to
participate
in
cash
distributions
and
exercise the
rights
and
privileges
available
to
non-managing
members
under
the
ENLC
Operating
Agreement.
The
following
summary
of
the
ENLC
Common
Units, certificate
of
formation
of
ENLC
and
the
ENLIC
Operating
Agreement
does
not
purport
to
be
complete
and
is
qualified
in
its
entirety
by
reference
to
the
provisions of
applicable
law
and
to
the
certificate
of
formation
of
ENLC
and
the
ENLC
Operating
Agreement
which
are
filed
as
exhibits
to
the
registration
statement
of
which this
joint
information
statement/proxy
statement/prospectus
is
a
part.
The
ENLC
Common
Units
are
traded
on
the
NYSE
under
the
symbol
"ENLC."
Transfer
Agent
and
Registrar
Duties
American
Stock
Transfer
&
Trust
Company,
LLC
serves
as
registrar
and
transfer
agent
for
the
ENLC
Common
Units.
ENLC
pay
all
fees
charged
by
the transfer
agent
for
transfers
of
ENLC
Common
Units
except
the
following,
which
must
be
paid
by
ENLC
Unitholders:
·
surety
bond
premiums
to
replace
lost
or
stolen
certificates,
taxes,
and
other
governmental
charges;
·
special
charges
for
services
requested
by
an
ENLC
Unitholder;
and
·
other
similar
fees
or
charges.
There
will
be
no
charge
to
ENLC
Unitholders
for
disbursements
of
cash
distributions
by
ENLC.
ENLC
will
indemnify
the
transfer
agent,
its
agents,
and
each of
their
stockholders,
directors,
officers,
and
employees
against
all
claims
and
losses
that
may
arise
out
of
acts
performed
or
omitted
for
its
activities
in
that capacity,
except
for
any
liability
due
to
any
gross
negligence
or
intentional
misconduct
of
the
indemnified
person
or
entity.
Resignation
or
Removal
The
transfer
agent
may
resign
by
notice
to
ENLC
or
be
removed
by
ENLC.
The
resignation
or
removal
of
the
transfer
agent
will
become
effective
upon appointment
by
ENLC
of
a
successor
transfer
agent
and
registrar
and
its
acceptance
of
the
appointment.
If
no
successor
is
appointed,
EMM
may
act
as
the
transfer agent
and
registrar
until
a
successor
is
appointed.
Transfer
of
ENLC
Common
Units
By
transfer
of
ENLC
Common
Units
in
accordance
with
the
ENLC
Operating
Agreement,
each
transferee
of
ENLC
Common
Units
will
be
admitted
as
a
nonmanaging
member
with
respect
to
ENLC
Common
Units
transferred
when
such
transfer
is
reflected
in
ENLC's
books
and
records
and
such
transferee
becomes
the record
holder
of
the
ENLC
Common
Units
transferred.
Each
transferee:
·
represents
that
the
transferee
has
the
capacity,
power
and
authority
to
become
bound
by
the
ENLC
Operating
Agreement;
·
automatically
becomes
bound
by
the
terms
of
the
ENLC
Operating
Agreement;
and
·
gives
the
consents,
acknowledgements,
and
waivers
contained
in
the
ENLC
Operating
Agreement,
such
as
the
approval
of
all
transactions
and
agreements
entered
into
in
connection
with
ENLC's
formation.
165
Table
of
Contents
The
ENLC
Board
will
cause
any
transfers
to
be
recorded
on
ENLC's
books
and
records
from
time
to
time
as
necessary
to
ensure
their
accuracy.
ENLC
may,
at
its
discretion,
treat
the
nominee
holder
of
any
of
the
ENLC
Common
Units
as
the
absolute
owner.
In
that
case,
the
beneficial
holder's
rights
are limited
solely
to
those
that
it
has
against
the
nominee
holder
as
a
result
of
any
agreement
between
the
beneficial
owner
and
the
nominee
holder.
ENLC
Common
Units
are
securities
and
any
transfers
are
subject
to
the
laws
governing
transfer
of
securities.
In
addition
to
other
rights
acquired
upon transfer,
the
transferor
gives
the
transferee
the
right
to
become
a
non-managing
member
for
the
transferred
ENLC
Common
Units.
Until
any
ENLC
Common
Unit
has
been
transferred
on
ENLC's
books,
ENLC
and
the
transfer
agent
may
treat
the
record
holder
of
the
ENLC
Common
Unit as
the
absolute
owner
for
all
purposes,
except
as
otherwise
required
by
law
or
stock
exchange
regulations.
Summary
of
ENLC
Operating
Agreement
A
summary
of
the
important
provisions
of
the
ENLC
Operating
Agreement,
as
amended
and
restated
in
connection
with
the
completion
of
the
Merger pursuant
to
the
Amended
ENLC
Operating
Agreement,
is
included
above
in
"Comparison
of
the
Rights
of
ENLC
Unitholders
and
ENLK
Unitholders"
in
this
joint information
statement/proxy
statement/prospectus.
In
addition,
please
see
"The
Preferred
Restructuring
Agreement--Amended
ENLC
Operating
Agreement"
for
a summary
of
the
terms
of
the
ENLC
Class
C
Common
Units.
166
Table
of
Contents
MATERIAL
U.S.
FEDERAL
INCOME
TAX
CONSEQUENCES
The
following
is
a
discussion
of
certain
material
U.S.
federal
income
tax
consequences
to
U.S.
Holders
(as
defined
below)
of
the
Merger
and
of
owning
and disposing
of
ENLC
Common
Units
received
in
the
Merger.
This
discussion
is
based
upon
current
provisions
of
the
Code,
existing
and
proposed
Treasury regulations
(the
"Treasury
Regulations")
promulgated
under
the
Code,
and
current
judicial
authority
and
administrative
interpretations,
all
of
which
are
subject
to change,
possibly
with
retroactive
effect,
or
are
subject
to
differing
interpretations.
Subsequent
changes
in
these
authorities
may
cause
the
tax
consequences
to
vary substantially
from
the
consequences
described
below.
No
ruling
has
been
or
is
expected
to
be
sought
from
the
IRS
with
respect
to
any
of
the
tax
consequences discussed
below.
As
a
result,
there
can
be
no
assurance
that
the
IRS
will
not
assert,
or
that
a
court
will
not
sustain,
a
position
contrary
to
any
of
the
conclusions
set forth
below.
This
discussion
is
limited
to
U.S.
Holders
that
hold
their
ENLK
Common
Units,
and
will
hold
their
ENLC
Common
Units
received
in
the
Merger,
as
"capital assets"
within
the
meaning
of
Section
1221
of
the
Code
(generally,
property
held
for
investment).
This
discussion
does
not
address
any
tax
consequences
arising under
the
alternative
minimum
tax,
nor
does
it
address
any
tax
consequences
arising
under
the
laws
of
any
state,
local
or
foreign
jurisdiction,
or
under
any
tax treaty
or
U.S.
federal
laws
other
than
those
pertaining
to
income
taxes
(e.g.,
estate
or
gift
tax
or
the
Medicare
tax
on
net
investment
income).
Furthermore,
this discussion
does
not
address
all
aspects
of
U.S.
federal
income
taxation
that
may
be
applicable
to
U.S.
Holders
in
light
of
their
particular
circumstances
or
to
U.S. Holders
that
may
be
subject
to
special
rules
under
U.S.
federal
income
tax
laws,
including,
without
limitation:
·
banks,
financial
institutions,
or
insurance
companies;
·
regulated
investment
companies
or
mutual
funds;
·
"controlled
foreign
corporations"
or
"passive
foreign
investment
companies";
·
dealers
and
brokers
in
stocks
and
securities,
or
currencies;
·
traders
in
securities
that
use
a
mark-to-market
method
of
tax
accounting;
·
tax-exempt
entities;
·
certain
former
citizens
or
long-term
residents
of
the
United
States;
·
persons
that
received
ENLK
Common
Units
through
the
exercise
of
an
employee
option
pursuant
to
a
retirement
plan,
or
otherwise
as
compensation
for
the
performance
of
services;
·
holders
of
options,
restricted
units,
or
bonus
units
granted
under
any
ENLK
benefit
plan;
·
persons
that
hold
ENLK
Common
Units
or
ENLC
Common
Units
as
part
of
a
hedge,
straddle,
appreciated
financial
position,
conversion,
or
other
"synthetic
security"
or
integrated
investment
or
risk
reduction
transaction
for
U.S.
federal
income
tax
purposes;
·
persons
whose
"functional
currency"
is
not
the
U.S.
Dollar;
·
"qualified
foreign
pension
funds"
as
defined
in
Section
897(1)(2)
of
the
Code
and
entities
all
of
the
interests
of
which
are
held
by
qualified
foreign
pension
funds;
or
·
persons
subject
to
special
tax
accounting
rules
as
a
result
of
any
item
of
gross
income
with
respect
to
the
ENLK
Common
Units
or
ENLC
Common
Units
being
taken
into
account
in
an
applicable
financial
statement.
If
a
partnership,
or
any
entity
treated
as
a
partnership
for
U.S.
federal
income
tax
purposes,
holds
ENLK
Common
Units,
the
tax
treatment
of
a
partner
in
such partnership
will
generally
depend
on
the
167
Table
of
Contents
status
of
the
partner
and
the
activities
of
the
partnership.
A
partner
in
a
partnership
holding
ENLK
Common
Units
should
consult
its
own
tax
advisor.
For
purposes
of
this
discussion,
the
term
"U.S.
Holder"
means
a
beneficial
owner
of
ENLK
Common
Units
or
ENLC
Common
Units
that
is
for
U.S.
federal income
tax
purposes:
·
an
individual
who
is
a
citizen
or
resident
of
the
United
States;
·
a
corporation
(or
other
entity
treated
as
a
corporation
for
U.S.
federal
income
tax
purposes)
created
or
organized
in
or
under
the
laws
of
the
United
States,
any
state
thereof,
or
the
District
of
Columbia;
·
an
estate
the
income
of
which
is
subject
to
U.S.
federal
income
taxation
regardless
of
its
source;
or
·
a
trust
if
(i)
a
U.S.
court
is
able
to
exercise
primary
supervision
over
the
trust's
administration,
and
one
or
more
United
States
persons
(as
defined
in
the
Code)
are
authorized
to
control
all
substantial
decisions
of
the
trust,
or
(ii)
the
trust
has
a
valid
election
in
effect
under
applicable
Treasury
Regulations
to
be
treated
as
a
United
States
person
for
U.S.
federal
income
tax
purposes.
THIS
DISCUSSION
IS
PROVIDED
FOR
GENERAL
INFORMATION
ONLY
AND
IS
NOT
A
COMPLETE
ANALYSIS
OR
DESCRIPTION
OF
ALL POTENTIAL
U.S.
FEDERAL
INCOME
TAX
CONSEQUENCES
OF
THE
MERGER
OR
THE
RECEIPT,
OWNERSHIP,
AND
DISPOSITION
OF ENLC
COMMON
UNITS
RECEIVED
IN
THE
MERGER.
EACH
ENLK
COMMON
UNITHOLDER
IS
STRONGLY
URGED
TO
CONSULT
WITH AND
RELY
UPON
ITS
OWN
TAX
ADVISOR
AS
TO
THE
SPECIFIC
FEDERAL,
STATE,
LOCAL,
AND
NON-U.S.
TAX
CONSEQUENCES
TO SUCH
HOLDER
OF
THE
MERGER
AND
THE
RECEIPT,
OWNERSHIP,
AND
DISPOSITION
OF
ENLC
COMMON
UNITS
RECEIVED
IN
THE MERGER,
TAKING
INTO
ACCOUNT
ITS
OWN
PARTICULAR
CIRCUMSTANCES.
Tax
Consequences
of
the
Merger
to
U.S.
Holders
of
ENLK
Common
Units
Tax
Characterization
of
the
Merger.
The
receipt
of
ENLC
Common
Units
in
exchange
for
ENLK
Common
Units
pursuant
to
the
Merger
will
be
a
taxable transaction
to
U.S.
Holders
for
U.S.
federal
income
tax
purposes.
In
general,
the
Merger
will
be
treated
as
a
taxable
sale
of
a
U.S.
Holder's
ENLK
Common
Units in
exchange
for
ENLC
Common
Units
received
in
the
Merger.
The
remainder
of
this
discussion
assumes
that
the
Merger
will
be
treated
as
a
taxable
transaction.
Amount
and
Character
of
Gain
or
Loss
Recognized.
A
U.S.
Holder
who
receives
ENLC
Common
Units
in
exchange
for
ENLK
Common
Units
pursuant to
the
Merger
will
recognize
total
net
gain
or
loss
in
an
amount
equal
to
the
difference
between
(i)
the
sum
of
(A)
the
fair
market
value
of
the
ENLC
Common Units
received
and
(B)
such
U.S.
Holder's
share
of
ENLK's
nonrecourse
liabilities
immediately
prior
to
the
Merger,
and
(ii)
such
U.S.
Holder's
adjusted
tax
basis
in the
ENLK
Common
Units
exchanged
therefor
(which
includes
such
U.S.
Holder's
share
of
ENLK's
nonrecourse
liabilities
immediately
prior
to
the
Merger).
A
U.S.
Holder's
initial
tax
basis
in
ENLK
Common
Units
purchased
with
cash
equaled,
at
the
time
of
such
purchase,
the
amount
such
holder
paid
for
the ENLK
Common
Units
plus
the
U.S.
Holder's
share
of
ENLK's
nonrecourse
liabilities.
Over
time
that
basis
would
have
(i)
increased
by
the
U.S.
Holder's
share
of ENLK's
income
and
by
any
increases
in
the
U.S.
Holder's
share
of
ENLK's
nonrecourse
liabilities,
and
(ii)
decreased,
but
not
below
zero,
by
distributions
from ENLK,
by
the
U.S.
Holder's
share
of
ENLK's
losses,
by
any
decreases
in
the
U.S.
Holder's
share
of
ENLK's
nonrecourse
liabilities,
and
by
the
U.S.
Holder's
share of
ENLK's
expenditures
that
are
not
deductible
in
computing
taxable
income
and
are
not
required
to
be
capitalized.
The
discussion
in
this
paragraph
does
not
apply
168
Table
of
Contents
if
the
U.S.
Holder
acquired
its
ENLK
Common
Units
by
gift,
by
devise
or
descent,
or
in
a
tax-free
exchange.
Except
as
noted
below,
gain
or
loss
recognized
by
a
U.S.
Holder
on
the
exchange
of
ENLK
Common
Units
in
the
Merger
will
generally
be
taxable
as
capital gain
or
loss.
However,
a
portion
of
this
gain
or
loss,
which
could
be
substantial,
will
be
separately
computed
and
taxed
as
ordinary
income
to
the
extent
attributable to
depreciation
recapture,
other
"unrealized
receivables,"
or
"inventory
items"
owned
by
ENLK
and
its
subsidiaries.
Under
Section
199A
of
the
Code,
subject
to certain
limitations
and
restrictions,
an
individual
unitholder
may
be
entitled
to
a
deduction
equal
to
20%
of
any
such
ordinary
income.
Ordinary
income
attributable to
unrealized
receivables,
depreciation
recapture,
and
inventory
items
may
exceed
total
net
taxable
gain
realized
upon
the
exchange
of
an
ENLK
Common
Unit pursuant
to
the
Merger
and
may
be
recognized
even
if
a
total
net
taxable
loss
is
realized
on
the
exchange
of
such
U.S.
Holder's
ENLK
Common
Units
pursuant
to the
Merger.
Consequently,
a
U.S.
Holder
may
recognize
both
ordinary
income
and
capital
loss
upon
the
exchange
of
ENLK
Common
Units
in
the
Merger.
Capital
gain
or
loss
recognized
by
a
U.S.
Holder
will
generally
be
long-term
capital
gain
or
loss
if
the
U.S.
Holder
has
held
its
ENLK
Common
Units
for
more than
one
year
as
of
the
Effective
Time.
If
the
U.S.
Holder
is
an
individual,
such
long-term
capital
gain
will
generally
be
eligible
for
reduced
rates
of
taxation. Capital
losses
recognized
by
a
U.S.
Holder
may
offset
capital
gains
and,
in
the
case
of
individuals,
no
more
than
$3,000
of
ordinary
income.
Capital
losses recognized
by
U.S.
Holders
that
are
corporations
(including
entities
treated
as
corporations
for
U.S.
federal
income
tax
purposes)
may
be
used
to
offset
only
capital gains.
The
amount
of
ordinary
income
and
capital
gain
or
loss
recognized
by
each
U.S.
Holder
in
the
Merger
will
vary
depending
on
such
U.S.
Holder's
particular situation,
including
the
fair
market
value
of
the
ENLC
Common
Units
received
by
such
U.S.
Holder
in
the
Merger,
the
adjusted
tax
basis
of
the
ENLK
Common Units
exchanged
by
such
U.S.
Holder
in
the
Merger,
the
amount
of
depreciation
and
amortization
deductions
previously
passed-through
from
ENLK
to
the unitholder,
and
the
amount
of
any
suspended
passive
losses
that
may
be
available
to
such
U.S.
Holder
to
offset
a
portion
of
the
gain
recognized
by
such
U.S. Holder.
A
U.S.
Holder's
passive
losses
in
respect
of
its
ENLK
Common
Units
that
were
not
deductible
by
a
U.S.
Holder
in
prior
taxable
periods
may
be
deducted in
full
upon
the
U.S.
Holder's
taxable
disposition
of
its
entire
investment
in
ENLK
pursuant
to
the
Merger.
Each
U.S.
Holder
is
strongly
urged
to
consult
its
own tax
advisor
with
respect
to
the
unitholder's
specific
tax
consequences
of
the
Merger,
taking
into
account
its
own
particular
circumstances.
ENLK
Items
of
Income,
Gain,
Loss,
and
Deduction
for
the
Taxable
Period
Ending
on
the
Date
of
the
Merger.
A
U.S.
Holder
of
ENLK
Common
Units will
be
allocated
its
share
of
ENLK's
items
of
income,
gain,
loss,
and
deduction
for
the
taxable
period
of
ENLK
ending
on
the
date
of
the
Merger.
These
allocations will
be
made
in
accordance
with
the
terms
of
the
ENLK
Partnership
Agreement.
A
U.S.
Holder
will
be
subject
to
U.S.
federal
income
taxes
on
any
such
allocated income
and
gain
even
if
such
U.S.
Holder
does
not
receive
a
cash
distribution
from
ENLK
attributable
to
such
allocated
income
and
gain.
Any
such
income
and gain
allocated
to
a
U.S.
Holder
will
increase
the
U.S.
Holder's
tax
basis
in
the
ENLK
Common
Units
held
and,
therefore,
will
reduce
the
gain,
or
increase
the
loss, recognized
by
such
U.S.
Holder
resulting
from
the
Merger.
Any
losses
or
deductions
allocated
to
a
U.S.
Holder
will
decrease
the
U.S.
Holder's
tax
basis
in
the ENLK
Common
Units
held
and,
therefore,
will
increase
the
gain,
or
reduce
the
loss,
recognized
by
such
U.S.
Holder
resulting
from
the
Merger.
Tax
Basis
and
Holding
Period
in
ENLC
Common
Units
Received
in
the
Merger.
A
U.S.
Holder's
initial
tax
basis
in
ENLC
Common
Units
received
in
the Merger
will
equal
the
fair
market
value
of
such
common
units.
A
U.S.
Holder's
holding
period
in
ENLC
Common
Units
received
in
the
Merger
will
begin
on
the day
after
the
date
of
the
Merger.
169
Table
of
Contents
Tax
Consequences
to
U.S.
Holders
of
Owning
and
Disposing
of
ENLC
Common
Units
Received
in
the
Merger
Corporate
Status.
Although
ENLC
is
a
Delaware
limited
liability
company,
it
has
elected
to
be
treated
as
a
corporation
for
U.S.
federal
income
tax purposes.
Thus,
ENLC
is
obligated
to
pay
U.S.
federal
income
tax
on
its
net
taxable
income
for
U.S.
federal
income
tax
purposes.
Currently,
the
corporate
U.S. federal
income
tax
rate
is
21%.
In
addition,
no
Schedule
K-1s
are
issued
with
respect
to
ENLC
Common
Units,
but
instead
U.S.
Holders
of
ENLC
Common
Units received
in
the
Merger
will
receive
a
Form
1099
with
respect
to
distributions
received
on
such
ENLC
Common
Units.
Distributions
on
ENLC
Common
Units.
For
U.S.
federal
income
tax
purposes,
distributions
by
ENLC
to
a
U.S.
Holder
with
respect
to
ENLC
Common Units
received
in
the
Merger
will
generally
be
included
in
the
U.S.
Holder's
income
as
ordinary
dividend
income
to
the
extent
of
ENLC's
current
or
accumulated "earnings
and
profits,"
as
determined
under
U.S.
federal
income
tax
principles.
A
portion
of
the
distributions
to
ENLC
Unitholders
by
ENLC
after
the
Merger
may exceed
ENLC's
current
and
accumulated
earnings
and
profits.
Distributions
in
excess
of
ENLC's
current
and
accumulated
earnings
and
profits
will
be
treated
as
a non-taxable
return
of
capital,
reducing
a
U.S.
Holder's
adjusted
tax
basis
in
such
U.S.
Holder's
ENLC
Common
Units
and,
to
the
extent
the
distribution
exceeds such
U.S.
Holder's
adjusted
tax
basis,
as
capital
gain
from
the
sale
or
exchange
of
such
ENLC
Common
Units.
Such
gain
will
be
long-term
capital
gain
provided that
the
U.S.
Holder
has
held
such
ENLC
Common
Units
for
more
than
one
year
as
of
the
time
of
the
distribution,
and
generally
will
be
eligible
for
reduced
rates of
taxation
for
non-corporate
U.S.
Holders.
Non-corporate
U.S.
Holders
that
receive
a
distribution
treated
as
a
dividend
for
U.S.
federal
income
tax
purposes
may be
taxed
at
the
lower
applicable
long-term
capital
gains
rate
if
such
distribution
is
"qualified
dividend
income"
within
the
meaning
of
Section
1
of
the
Code. Corporate
U.S.
Holders
that
receive
a
distribution
treated
as
a
dividend
for
U.S.
federal
income
tax
purposes
may
be
eligible
for
the
corporate
dividends
received deduction
(subject
to
certain
limitations).
You
are
urged
to
consult
your
own
tax
advisor
as
to
the
tax
consequences
of
receiving
distributions
on
ENLC
Common
Units
that
do
not
qualify
as
dividends for
U.S.
federal
income
tax
purposes,
including,
in
the
case
of
corporate
holders,
the
inability
to
claim
the
corporate
dividends
received
deduction
with
respect
to such
distributions.
Sale,
Exchange,
Certain
Redemptions,
or
Other
Taxable
Dispositions
of
ENLC
Common
Units.
Upon
the
sale,
exchange,
or
other
taxable
dispositions
of ENLC
Common
Units
received
in
the
Merger,
a
U.S.
Holder
will
generally
recognize
capital
gain
or
loss
equal
to
the
difference,
if
any,
between
(i)
the
amount
of cash
and
the
fair
market
value
of
any
other
property
received
upon
such
taxable
disposition
of
ENLC
Common
Units,
and
(ii)
the
U.S.
Holder's
adjusted
tax
basis in
such
ENLC
Common
Units.
Such
capital
gain
or
loss
generally
will
be
long-term
capital
gain
or
loss
if
the
U.S.
Holder's
holding
period
in
the
ENLC
Common Units
disposed
of
is
more
than
one
year
at
the
time
of
such
taxable
disposition.
Long-term
capital
gains
of
non-corporate
taxpayers
are
generally
taxed
at
reduced rates.
The
deductibility
of
net
capital
losses
is
subject
to
limitations.
Information
Reporting
and
Backup
Withholding
Information
returns
may
be
required
to
be
filed
with
the
IRS
in
connection
with
the
Merger
and
generally
will
be
filed
in
connection
with
distributions
made with
respect
to,
or
dispositions
of,
ENLC
Common
Units
received
in
the
Merger.
A
U.S.
Holder
may
be
subject
to
U.S.
backup
withholding
on
payments
of
ENLC Common
Units
made
pursuant
to
the
Merger
or
on
distributions
made
with
respect
to,
or
on
payments
made
pursuant
to
dispositions
of,
ENLC
Common
Units received
in
the
Merger
unless
such
U.S.
Holder
furnishes
the
applicable
withholding
agent
with
a
taxpayer
identification
number,
certified
under
penalties
of perjury,
and
certain
other
information,
or
otherwise
establishes,
in
the
manner
prescribed
by
law,
an
exemption
from
backup
withholding.
Penalties
apply
for failure
to
170
Table
of
Contents
furnish
correct
information
and
for
failure
to
include
reportable
payments
in
income.
Any
amount
withheld
under
the
U.S.
backup
withholding
rules
is
not
an additional
tax
and
will
generally
be
allowed
as
a
refund
or
credit
against
the
U.S.
Holder's
U.S.
federal
income
tax
liability
provided
that
the
required
information is
timely
furnished
to
the
IRS.
U.S.
Holders
are
urged
to
consult
their
own
tax
advisors
regarding
the
application
of
the
backup
withholding
rules
to
their
particular circumstances
and
the
availability
of,
and
procedure
for,
obtaining
an
exemption
from
backup
withholding.
171
Table
of
Contents
LEGAL
MATTERS
The
validity
of
the
ENLC
Common
Units
to
be
issued
in
the
Merger
will
be
passed
upon
for
ENLC
by
Baker
Botts
L.L.P.,
Dallas,
Texas.
Baker
Botts
L.L.P. has
provided
legal
services
to
ENLC
in
the
past
regarding
matters
unrelated
to
the
Merger.
EXPERTS
The
consolidated
financial
statements
of
EnLink
Midstream,
LLC
and
subsidiaries
as
of
December
31,
2017
and
2016,
and
for
each
of
the
years
in
the
threeyear
period
ended
December
31,
2017,
and
management's
assessment
of
the
effectiveness
of
internal
control
over
financial
reporting
as
of
December
31,
2017
have been
incorporated
by
reference
herein
in
reliance
upon
the
report
of
KPMG
LLP,
independent
registered
public
accounting
firm,
incorporated
by
reference
herein, and
upon
the
authority
of
said
firm
as
experts
in
accounting
and
auditing.
The
consolidated
financial
statements
of
EnLink
Midstream
Partners,
LP
and
subsidiaries
as
of
December
31,
2017
and
2016,
and
for
each
of
the
years
in
the three-year
period
ended
December
31,
2017,
and
management's
assessment
of
the
effectiveness
of
internal
control
over
financial
reporting
as
of
December
31, 2017
have
been
incorporated
by
reference
herein
in
reliance
upon
the
report
of
KPMG
LLP,
independent
registered
public
accounting
firm,
incorporated
by reference
herein,
and
upon
the
authority
of
said
firm
as
experts
in
accounting
and
auditing.
172
Table
of
Contents
WHERE
YOU
CAN
FIND
MORE
INFORMATION
ENLC
and
ENLK
file
annual,
quarterly,
and
other
reports
and
other
information
with
the
SEC.
You
may
read
and
copy
any
document
ENLC
or
ENLK
files
at the
SEC's
public
reference
room
at
100
F
Street,
N.E.,
Washington,
D.C.
20549.
Please
call
the
SEC
at
1-800-732-0330
for
further
information
on
the
operation
of the
SEC's
public
reference
room.
ENLC
and
ENLK's
SEC
filings
are
available
on
the
SEC's
website
at
http://www.sec.gov
.
ENLC
has
filed
a
registration
statement
on
Form
S-4
with
the
SEC
under
the
Securities
Act
to
register
the
ENLC
Common
Units
to
be
issued
in
the
Merger. This
joint
information
statement/proxy
statement/prospectus
constitutes
the
prospectus
of
ENLC
filed
as
part
of
the
registration
statement.
This
joint
information statement/proxy
statement/prospectus
does
not
contain
all
of
the
information
that
ENLC
Unitholders
and
ENLK
Unitholders
can
find
in
the
registration
statement or
the
exhibits
to
the
registration
statement
because
certain
parts
of
the
registration
statement
are
omitted
in
accordance
with
the
rules
and
regulations
of
the
SEC. The
registration
statement
and
its
exhibits
contain
important
information
about
ENLC
and
ENLK
and
their
respective
businesses,
financial
conditions,
and
results of
operations
and
are
available
for
inspection
and
copying
as
indicated
above.
The
SEC
allows
ENLC
and
ENLK
to
"incorporate
by
reference"
the
information
that
ENLC
and
ENLK
have
filed
with
the
SEC
into
this
joint
information statement/proxy
statement/prospectus.
This
means
that
ENLC
and
ENLK
can
disclose
important
information
to
you
without
actually
including
the
specific information
in
this
joint
information
statement/proxy
statement/prospectus
by
referring
you
to
other
documents
filed
separately
with
the
SEC.
These
other documents
contain
important
information
about
ENLC
and
ENLK
and
the
financial
condition
and
results
of
operations
of
each
of
ENLC
and
ENLK.
The information
incorporated
by
reference
is
an
important
part
of
this
joint
information
statement/proxy
statement/prospectus.
Any
information
that
ENLC
and
ENLK file
with
the
SEC
pursuant
to
Sections
13(a),
13(c),
14,
or
15(d)
of
the
Exchange
Act
after
the
date
of
the
filing
of
the
registration
statement
of
which
this
joint information
statement/proxy
statement/prospectus
forms
a
part
and
up
until
the
date
of
the
ENLK
Unitholder
Meeting
will
be
deemed
to
be
incorporated
by reference
into
this
joint
information
statement/proxy
statement/prospectus
and
will
automatically
update
and
may
replace
information
in
this
joint
information statement/proxy
statement/prospectus
and
information
previously
filed
with
the
SEC.
Therefore,
before
you
vote
to
approve
the
Merger
Proposal
and/or
the
ENLK Adjournment
Proposal,
you
should
always
check
for
reports
ENLC
and
ENLK
may
have
filed
with
the
SEC
after
the
date
of
this
joint
information
statement/proxy statement/prospectus.
This
joint
information
statement/proxy
statement/prospectus
incorporates
by
reference
the
documents
listed
below
that
ENLC
and
ENLK
have
previously filed
with
the
SEC,
excluding
any
information
in
any
Current
Report
on
Form
8-K
furnished
pursuant
to
Item
2.02
or
7.01
(unless
otherwise
indicated),
which
is not
deemed
filed
under
the
Exchange
Act.
ENLC's
Filings
·
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2017;
·
Quarterly
Reports
on
Form
10-Q
for
the
quarters
ended
March
31,
2018,
June
30,
2018,
and
September
30,
2018;
·
Current
Reports
on
Form
8-K
as
filed
with
the
SEC
on
January
3,
2018,
February
21,
2018,
June
6,
2018,
June
25,
2018,
July
23,
2018,
August
3,
2018,
and
October
22,
2018;
and
·
The
description
of
the
ENLC
Common
Units
in
ENLC's
registration
statement
on
Form
8-A
(File
No.
001-36336)
filed
pursuant
to
the
Exchange
Act
on
March
6,
2014.
173
Table
of
Contents
You
may
request
a
copy
of
these
filings
at
no
cost,
by
writing
or
telephoning
ENLC
at
the
following
address:
EnLink
Midstream,
LLC
1722
Routh
Street,
Suite
1300
Dallas,
Texas
75201
Attention:
Investor
Relations
Telephone:
(214)
953-9500
ENLC
also
makes
available
free
of
charge
on
its
internet
website
at
www.enlink.com
its
Annual
Reports
on
Form
10-K,
Quarterly
Reports
on
Form
10-Q
and Current
Reports
on
Form
8-K,
and
any
amendments
to
those
reports,
as
soon
as
practicable
after
it
electronically
files
such
material
with,
or
furnishes
it
to,
the SEC.
Information
contained
on
ENLC's
website
is
not
part
of
this
joint
information
statement/proxy
statement/prospectus.
ENLK's
Filings
·
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2017;
·
Quarterly
Reports
on
Form
10-Q
for
the
quarters
ended
March
31,
2018,
June
30,
2018,
and
September
30,
2018;
·
Current
Reports
on
Form
8-K
as
filed
with
the
SEC
on
January
3,
2018,
February
21,
2018,
June
6,
2018,
June
25,
2018,
July
23,
2018,
August
3,
2018,
and
October
22,
2018;
and
·
The
description
of
the
ENLK
Common
Units
in
ENLK's
registration
statement
on
Form
8-A
(File
No.
001-36340)
filed
pursuant
to
the
Exchange
Act
on
March
7,
2014.
You
may
request
a
copy
of
these
filings
at
no
cost,
by
writing
or
telephoning
ENLK
at
the
following
address:
EnLink
Midstream
Partners,
LP
1722
Routh
Street,
Suite
1300
Dallas,
Texas
75201
Attention:
Investor
Relations
Telephone:
(214)
953-9500
ENLK
also
makes
available
free
of
charge
on
its
internet
website
at
www.enlink.com
its
Annual
Reports
on
Form
10-K,
Quarterly
Reports
on
Form
10-Q
and Current
Reports
on
Form
8-K,
and
any
amendments
to
those
reports,
as
soon
as
practicable
after
it
electronically
files
such
material
with,
or
furnishes
it
to,
the SEC.
Information
contained
on
ENLK's
website
is
not
part
of
this
joint
information
statement/proxy
statement/prospectus.
174
Table
of
Contents
UNAUDITED
ENLINK
MIDSTREAM,
LLC
PRO
FORMA
CONDENSED
COMBINED
FINANCIAL
STATEMENTS
At
the
Effective
Time,
each
issued
and
outstanding
ENLK
Public
Unit
will
be
converted
into
the
right
to
receive
1.15
ENLC
Common
Units.
The
unaudited
pro
forma
condensed
consolidated
balance
sheet
gives
effect
to
the
Merger
as
if
it
had
occurred
on
September
30,
2018;
the
unaudited
pro forma
condensed
consolidated
statements
of
operations
give
effect
to
the
Merger
as
if
it
had
occurred
on
January
1,
2017.
The
unaudited
pro
forma
condensed consolidated
balance
sheet
and
condensed
consolidated
statements
of
operations
should
be
read
in
conjunction
with
(i)
ENLC's
Annual
Report
on
Form
10-K
for the
year
ended
December
31,
2017,
(ii)
ENLC's
Quarterly
Report
on
Form
10-Q
for
the
three
months
ended
September
30,
2018,
(iii)
ENLK's
Annual
Report
on Form
10-K
for
the
year
ended
December
31,
2017;
and
(iv)
ENLK's
Quarterly
Report
on
Form
10-Q
for
the
three
months
ended
September
30,
2018,
which
are
all incorporated
by
reference
into
this
joint
information
statement/proxy
statement/prospectus.
The
unaudited
pro
forma
condensed
consolidated
financial
statements
are
for
illustrative
purposes
only
and
are
not
necessarily
indicative
of
the
financial results
that
would
have
occurred
if
the
Merger
had
been
consummated
on
the
dates
indicated,
nor
are
they
necessarily
indicative
of
the
financial
position
or
results of
operations
in
the
future.
The
pro
forma
adjustments,
as
described
in
the
accompanying
notes,
are
based
upon
available
information
and
certain
assumptions
that are
believed
to
be
reasonable
as
of
the
date
of
this
joint
information
statement/proxy
statement/prospectus.
Table
of
Contents
ENLINK
MIDSTREAM,
LLC
Unaudited
Pro
Forma
Condensed
Consolidated
Balance
Sheet
as
of
September
30,
2018
(In
millions)
Current
Assets Property
and
equipment,
net Intangible
assets,
net
ASSETS
Goodwill Other
assets
Total
assets
LIABILITIES
AND
MEMBERS'
EQUITY Current
liabilities Current
maturities
of
long-term
debt Long-term
debt Other
long-term
liabilities
Redeemable
non-controlling
interest
Members'
equity: Members'
equity Accumulated
other
comprehensive
loss Non-controlling
interest Total
members'
equity Total
liabilities
and
members'
equity
ENLC
Pro
Forma
Historical
Adjustments
Pro
Forma
for
Merger
$ 1,248.3
$ (20.0) (a)
$ 1,228.3
6,875.7
6,875.7
1,404.5
1,404.5
1,542.2
1,542.2
127.6
$ 11,198.3
332.0
312.0
(f)
459.6
$ 11,510.3
$ 1,075.8
$ 1,075.8
500.9
500.9
3,835.9
3,835.9
404.1
(361.8)
(f)
42.3
--
6.2
6.2
--
1,838.4
2,625.3
(a),
(e),
(f)
4,463.7
(2.0)
(2.0)
3,539.0
(1,951.5)
5,375.4
673.8
$ 11,198.3
$ 312.0
(e)
1,587.5
6,049.2
$ 11,510.3
F-1
Table
of
Contents
ENLINK
MIDSTREAM,
LLC
Unaudited
Pro
Forma
Condensed
Consolidated
Statement
of
Operations
For
the
Nine
Months
Ended
September
30,
2018
(In
millions,
except
per
unit
data)
Revenues:
Product
sales Product
sales--related
parties Midstream
services Midstream
services--related
parties Loss
on
derivative
activity
Total
revenues Operating
costs
and
expenses:
Cost
of
sales Operating
expenses General
and
administrative Depreciation
and
amortization Other
operating
expenses
Total
operating
costs
and
expenses Operating
income Other
income
(expense): Interest
expense,
net
of
interest
income Other
income
Total
other
expense Income
before
non-controlling
interest
and
income
taxes Income
tax
provision Net
income Net
income
attributable
to
non-controlling
interest Net
income
attributable
to
ENLC
Net
income
attributable
to
ENLC
per
unit: Basic
common
unit
Diluted
common
unit
Weighted
average
common
units
outstanding: Basic
common
unit
Diluted
common
unit
F-2
ENLC
Pro
Forma
Historical
Adjustments
Pro
Forma
for
Merger
$ 4,766.5
$ 4,766.5
41.0
41.0
476.1
476.1
377.2
377.2
(20.1)
5,640.7
(20.1)
5,640.7
4,403.7
4,403.7
337.3
337.3
99.8
99.8
430.1
430.1
25.9
5,296.8
343.9
25.9
5,296.8
343.9
(134.3)
(134.3)
12.0
(122.3)
221.6
12.0
(122.3) 221.6
(17.3)
204.3
(15.1) (c)
(15.1)
(32.4) 189.2
156.2
$ 48.1
$
(64.0) (b)
48.9
$
92.2
97.0
$ 0.27
$ 0.26
$
$
0.20
0.20
181.1
182.2
(d)
(d)
482.6
485.4
Table
of
Contents
ENLINK
MIDSTREAM,
LLC
Unaudited
Pro
Forma
Condensed
Consolidated
Statement
of
Operations
For
the
Year
Ended
December
31,
2017
(In
millions,
except
per
unit
data)
Revenues:
Product
sales Product
sales--related
parties Midstream
services Midstream
services--related
parties Gain
(loss)
on
derivative
activity
Total
revenues Operating
costs
and
expenses:
Cost
of
sales Operating
expenses General
and
administrative Depreciation
and
amortization Other
operating
expenses
Total
operating
costs
and
expenses Operating
income
Other
income
(expense): Interest
expense,
net
of
interest
income Other
income Total
other
expense Income
before
non-controlling
interest
and
income
taxes Income
tax
benefit
Net
income
(loss) Net
income
(loss)
attributable
to
non-controlling
interest Net
income
attributable
to
EnLink
Midstream,
LLC
Net
income
attributable
to
EnLink
Midstream,
LLC
per
unit
(2): Basic
common
unit
Diluted
common
unit
Weighted
average
common
units
outstanding: Basic
common
unit
Diluted
common
unit
F-3
ENLC
Pro
Forma
Historical
Adjustments
$ 4,358.4
144.9
552.3
688.2
(4.2)
5,739.6
4,361.5
418.7
128.6
545.3
(8.9)
5,445.2
294.4
(190.4)
19.2
(171.2)
123.2
196.8
320.0
(3.2) (c)
(3.2)
107.2
$ 212.8
$
(13.4) (b)
10.2
$ 1.18
$ 1.17
180.5
181.8
(d)
(d)
Pro
Forma
for
Merger
$ 4,358.4
144.9
552.3
688.2
(4.2)
5,739.6
4,361.5
418.7
128.6
545.3
(8.9)
5,445.2
294.4
(190.4)
19.2
(171.2)
123.2
193.6
316.8
93.8
$ 223.0
$ 0.47
$ 0.46
477.7
480.6
Table
of
Contents
ENLINK
MIDSTREAM,
LLC
Notes
to
Unaudited
Pro
Forma
Financial
Information
The
unaudited
pro
forma
condensed
consolidated
financial
statements
are
for
illustrative
purposes
only
and
are
not
necessarily
indicative
of
the
financial results
that
would
have
occurred
if
the
Merger
had
been
consummated
on
the
dates
indicated,
nor
are
they
necessarily
indicative
of
the
financial
position
or
results of
operations
in
the
future.
The
pro
forma
adjustments,
as
described
in
the
accompanying
notes,
are
based
upon
available
information
and
certain
assumptions
that are
believed
to
be
reasonable
as
of
the
date
of
this
joint
information
statement/proxy
statement/prospectus.
Pro
Forma
Adjustments
Following
is
a
description
of
the
pro
forma
adjustments
made
to
the
historical
financial
statements
of
ENLC:
(a) Represents
estimated
transaction
costs
of
$20
million
of
advisory
and
legal
services,
and
other
expenses
expected
to
be
paid
in
connection
with
the Merger.
Such
fees
and
expenses
will
be
recognized
in
the
statement
of
operations
when
incurred;
however,
the
estimated
expenses
are
not
reflected in
the
pro
forma
statements
of
operations
included
herein.
(b) Represents
the
allocation
of
net
income
from
non-controlling
interests
related
to
ENLK
net
income
attributable
to
ENLC
due
to
ENLC's
acquisition of
the
ENLK
Public
Units.
The
remaining
pro
forma
net
income
from
non-controlling
interests
represents
net
income
allocated
to
the
ENLK Series
B
Preferred
Units,
the
ENLK
Series
C
Preferred
Units,
NGP
Natural
Resources
XI,
LP's
49.9%
share
of
net
income
from
Delaware G&P
LLC,
and
Marathon
Petroleum
Corporation's
50%
share
of
net
income
from
Ascension
Pipeline
Company,
LLC.
(c) Represents
estimated
income
tax
expense
using
ENLC's
statutory
federal
and
blended
state
income
tax
rate
of
23.5%
due
to
additional
net
income allocated
from
ENLK
to
ENLC
(per
(b)
above).
(d) Pro
forma
weighted
average
common
units
outstanding
reflects
(i)
ENLC's
weighted
average
common
units
outstanding
for
the
respective
periods, plus
(ii)
the
assumed
conversion
of
ENLK
Public
Units
into
ENLC
common
units,
based
on
the
sum
of
the
weighted
average
of
ENLK
common units
outstanding
during
the
respective
periods
less
ENLK
common
units
owned
by
ENLC,
multiplied
by
the
Exchange
Ratio
of
1.15
ENLC common
units
for
each
ENLK
Public
Unit.
Pro
forma
diluted
weighted
average
common
units
outstanding
reflects
the
dilutive
impact
of
non-vested restricted
units
currently
outstanding
under
the
long-term
F-4
Table
of
Contents
ENLINK
MIDSTREAM,
LLC
Notes
to
Unaudited
Pro
Forma
Financial
Information
(Continued)
incentive
plans
of
ENLK
and
ENLC.
A
summary
of
weighted
average
units
outstanding
(in
millions):
ENLC
historical
weighted
average
common
units
ENLK
weighted
average
common
units
outstanding
Less:
ENLK
common
units
owned
by
ENLC
ENLK
Public
Units
converted
to
ENLC
common
units
Exchange
Ratio
units
ENLC
common
units
issued
for
ENLK
Public
Units
Pro
forma
basic
weighted
average
number
of
common
units
outstanding
Dilutive
effect
of
non-vested
ENLC
restricted
units
Dilutive
effect
of
non-vested
ENLK
restricted
units
converted
to
ENLC
restricted
units
Pro
forma
diluted
weighted
average
number
of
ENLC
common
units
outstanding
Nine
months
ended
September
30,
2018
181.1
350.7
(88.5)
262.2
1.15
301.5
482.6
1.1
1.7
485.4
Year
Ended
December
31,
2017
180.5
346.9
(88.5)
258.4
1.15
297.2
477.7
1.3
1.6
480.6
(e) Represents
the
conversion
of
ENLK
Public
Units
into
ENLC
Common
Units.
(f) Reflects
the
estimated
impact
on
deferred
income
taxes
resulting
from
the
Merger
using
ENLC's
statutory
federal
and
state
tax
rate
of
23.5
percent. The
deferred
income
tax
impact
reflects
a
net
adjustment
of
$693.8
million
to
deferred
income
taxes,
resulting
in
a
reduction
of
deferred
tax liabilities
of
$361.8
million
and
a
deferred
tax
asset
of
$332.0
million.
The
deferred
income
tax
impact
primarily
relates
to
the
effects
of
the
change in
ownership
and
the
related
increase
in
the
depreciable
and
amortizable
basis
in
ENLK's
assets
for
tax
purposes,
which
is
based
on
the
closing price
of
$16.05
for
ENLC
common
units
on
October
19,
2018
and
the
ENLC
common
units
to
be
issued
for
ENLK
Public
Units
based
on
ENLK's common
units
outstanding
as
of
September
30,
2018.
F-5
Table
of
Contents
ENLINK
MIDSTREAM,
LLC
Notes
to
Unaudited
Pro
Forma
Financial
Information
(Continued)
Historical--ENLK
Income
from
continuing
operations
per
common
unit--basic Income
from
continuing
operations
per
common
unit--diluted Distributions
per
common
unit
declared
for
the
period Book
value
per
common
unit(1) Historical--ENLC Income
from
continuing
operations
per
common
unit--basic Income
from
continuing
operations
per
common
unit--diluted Distributions
per
common
unit
declared
for
the
period Book
value
per
common
unit(1) Pro
forma
combined--ENLC Income
from
continuing
operations
per
common
unit--basic(2) Income
from
continuing
operations
per
common
unit--diluted(2) Distributions
per
common
unit
declared
for
the
period(3) Book
value
per
common
unit(4) Equivalent
pro
forma
combined--ENLK(5) Income
from
continuing
operations
per
common
unit--basic Income
from
continuing
operations
per
common
unit--diluted Distributions
per
common
unit
declared
for
the
period Book
value
per
common
unit
Nine
months
ended
Year
Ended
September
30,
December
31,
2018
2017
$
0.24
$
0.05
$
0.24
$
0.05
$
1.17
$
1.56
$
7.14
$
7.98
$
0.27
$
1.18
$
0.26
$
1.17
$
0.801
$
1.024
$
10.14
$
10.65
$
0.20
$
0.47
$
0.20
$
0.46
$
0.942
$
1.257
$
9.19
$
0.23
$
0.54
$
0.23
$
0.54
$
1.083
$
1.446
$
10.57
$
(1) Book
value
per
common
unit
is
calculated
based
on
the
balance
of
common
equity
at
the
end
of
the
period,
divided
by
the
number
of
units outstanding
at
the
end
of
the
period.
(2) Amounts
are
from
the
Unaudited
Pro
Forma
Condensed
Consolidated
Financial
Statements.
(3) Pro
forma
combined
distributions
per
common
unit
for
the
periods
presented
are
assumed
to
be
consistent
with
historical
ENLC distributions
declared
per
common
unit.
F-6
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
Annex
A
TABLE
OF
CONTENTS
ARTICLE
I
DEFINITIONS
Section
1.1
Definitions
Section
1.2
Rules
of
Construction
ARTICLE
II
MERGER
Section
2.1 Section
2.2 Section
2.3 Section
2.4 Section
2.5
Closing;
The
Merger
Effects
of
the
Merger
Exchange
of
Partnership
Public
Units
Equity
Incentive
Award
Matters
Certain
Adjustments
ARTICLE
III
REPRESENTATIONS
AND
WARRANTIES
OF
THE
PARTNERSHIP
PARTIES
Section
3.1
Organization;
Qualification
Section
3.2
Authority;
Enforceability
Section
3.3
Non-Contravention
Section
3.4
Consents
Section
3.5
Capitalization
Section
3.6
Compliance
with
Laws
Section
3.7
Partnership
SEC
Documents;
Financial
Statements
Section
3.8
Undisclosed
Liabilities
Section
3.9
Absence
of
Certain
Changes
Section
3.10
Title
to
Properties
and
Assets
Section
3.11
Intellectual
Property
Section
3.12
Environmental
Matters
Section
3.13
Material
Contracts
Section
3.14
Legal
Proceedings
Section
3.15
Permits
Section
3.16
Taxes
Section
3.17
Employee
Benefits;
Employment
and
Labor
Matters
Section
3.18
Regulatory
Matters
Section
3.19
Insurance
Section
3.20
Required
Vote
of
the
Partnership
Unitholders
Section
3.21
Brokers'
Fee
Section
3.22
Opinion
of
Financial
Advisor
Section
3.23
Waivers
and
Disclaimers
ARTICLE
IV
REPRESENTATIONS
AND
WARRANTIES
OF
THE
PARENT
PARTIES
Section
4.1
Organization;
Qualification
Section
4.2
Authority;
Enforceability
Section
4.3
Non-Contravention
Section
4.4
Consents
Section
4.5
Capitalization
Section
4.6
Issuance
of
Parent
Common
Units
Section
4.7
Compliance
with
Laws
Section
4.8
Parent
SEC
Documents;
Financial
Statements
Section
4.9
Undisclosed
Liabilities
A-i
Page
A-2
A-2
A-14
A-15
A-15
A-15
A-17
A-20
A-22
A-22
A-22
A-23
A-24
A-24
A-24
A-26
A-26
A-27
A-27
A-28
A-28
A-28
A-28
A-29
A-29
A-29
A-30
A-31
A-31
A-31
A-32
A-32
A-32
A-32
A-32
A-33
A-34
A-34
A-34
A-35
A-36
A-36
A-37
Section
4.10 Section
4.11 Section
4.12 Section
4.13 Section
4.14 Section
4.15 Section
4.16 Section
4.17 Section
4.18 Section
4.19 Section
4.20
Absence
of
Certain
Changes
Title
to
Assets
Material
Contracts
Legal
Proceedings
Taxes
Employee
Benefits;
Employment
and
Labor
Matters
Regulatory
Matters
Required
Vote
of
the
Parent
Unitholders
Brokers'
Fee
Opinion
of
Financial
Advisor
Waivers
and
Disclaimers
ARTICLE
V
ADDITIONAL
AGREEMENTS,
COVENANTS,
RIGHTS
AND
OBLIGATIONS
Section
5.1
Conduct
of
Business
Section
5.2
Access
to
Information;
Confidentiality
Section
5.3
Registration
Statement
Section
5.4
Partnership
Unitholder
Meeting
Section
5.5
Acquisition
Proposals;
Recommendation
Change
Section
5.6
Reasonable
Best
Efforts;
Further
Assurances
Section
5.7
Public
Announcement
Section
5.8
Expenses
Section
5.9
Regulatory
Issues
Section
5.10
Tax
Matters
Section
5.11
Listing
of
Parent
Common
Units
Section
5.12
Termination
of
Trading
and
Deregistration
of
Partnership
Common
Units
Section
5.13
Distributions
Section
5.14
Section
16
Matters
Section
5.15
Conflicts
Committee
Section
5.16
Takeover
Statutes
Section
5.17
Director
Indemnification;
Insurance
Section
5.18
Securityholder
Litigation
ARTICLE
VI
CONDITIONS
TO
CLOSING
Section
6.1
Conditions
to
Each
Party's
Obligations
Section
6.2
Conditions
to
the
Parent
Parties'
Obligations
Section
6.3
Conditions
to
the
Partnership
Parties'
Obligations
Section
6.4
Frustration
of
Conditions
ARTICLE
VII
TERMINATION
Section
7.1
Termination
by
Mutual
Consent
Section
7.2
Termination
by
the
Partnership
or
Parent
Section
7.3
Termination
by
the
Partnership
Section
7.4
Termination
by
Parent
Section
7.5
Effect
of
Certain
Terminations
Section
7.6
Termination
Fees
and
Expenses
Section
7.7
Survival
ARTICLE
VIII
MISCELLANEOUS
Section
8.1
Acknowledgements
Section
8.2
Notices
A-ii
Page
A-37
A-37
A-38
A-38
A-39
A-39
A-40
A-40
A-40
A-41
A-41
A-41
A-41
A-42
A-43
A-44
A-45
A-48
A-48
A-48
A-48
A-49
A-49
A-49
A-49
A-50
A-50
A-50
A-50
A-52
A-52
A-52
A-53
A-53
A-54
A-54
A-54
A-54
A-55
A-55
A-56
A-56
A-57
A-57
A-57
A-57
Section
8.3 Section
8.4 Section
8.5 Section
8.6 Section
8.7 Section
8.8 Section
8.9 Section
8.10
Governing
Law;
Venue;
No
Jury
Trial
Specific
Performance;
Remedies
Entire
Agreement
Amendment;
Supplement;
Extension
of
Time;
Waiver;
Etc.
Binding
Effect
and
Assignment
Severability
Multiple
Counterparts
Non-Recourse
Exhibits Exhibit
A--Form
of
Support
Agreement Exhibit
B--Form
of
Parent
Written
Consent Exhibit
C--Form
of
GIP
Support
Agreement Exhibit
D--Form
of
Preferred
Restructuring
Agreement Exhibit
E--Form
of
Series
B
Support
Agreement Exhibit
F--Form
of
Amended
and
Restated
Partnership
Agreement Exhibit
G--Form
of
Amended
and
Restated
Parent
Operating
Agreement
A-iii
Page
A-58
A-59
A-60
A-60
A-61
A-61
A-62
A-62
AGREEMENT
AND
PLAN
OF
MERGER
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
.
WITNESSETH:
WHEREAS
,
the
Conflicts
Committee
(the
"
Partnership
Conflicts
Committee
")
of
the
Board
of
Directors
of
the
General
Partner
(the
"
General
Partner Board
")
has
unanimously
(a)
determined
that
this
Agreement
and
the
transactions
contemplated
hereby,
including
the
Merger
(collectively,
the
"
Transactions
"), are
fair
and
reasonable
to,
and
in
the
best
interest
of,
the
Partnership
and
the
Holders
of
Partnership
Unaffiliated
Units,
(b)
approved
(such
approval
constituting "Special
Approval"
for
all
purposes
under
the
Partnership
Agreement,
including
Section
7.9(a)
thereof),
and
recommended
that
the
General
Partner
Board
approve, this
Agreement,
and
recommended
that
the
General
Partner
Board
submit
this
Agreement
for
the
approval
of
the
Holders
of
Partnership
Voting
Units,
and (c)
resolved,
and
recommended
that
the
General
Partner
Board
resolve,
to
recommend
approval
of
this
Agreement
to
the
Holders
of
Partnership
Voting
Units;
WHEREAS
,
the
General
Partner
Board,
acting
upon
the
recommendation
of
the
Partnership
Conflicts
Committee,
has
unanimously
(a)
determined
that
this Agreement
and
the
Transactions
are
in
the
best
interest
of
the
Partnership
and
the
Holders
of
Partnership
Unaffiliated
Units,
(b)
approved
this
Agreement,
and resolved
to
submit
this
Agreement
for
the
approval
of
the
Holders
of
Partnership
Voting
Units,
and
(c)
resolved
to
recommend
approval
of
this
Agreement
to
the Holders
of
Partnership
Voting
Units;
WHEREAS
,
the
Conflicts
Committee
(the
"
Parent
Conflicts
Committee
")
of
the
Board
of
Directors
of
Parent
Managing
Member
(the
"
Parent
Board
") has
unanimously
(a)
determined
that
this
Agreement
and
the
Transactions
are
fair
to,
and
in
the
best
interest
of,
Parent
and
the
Holders
of
Parent
Public
Units, (b)
approved
(such
approval
constituting
"Special
Approval"
for
all
purposes
under
the
Parent
Operating
Agreement,
including
Section
7.9(d)
thereof),
and recommended
that
the
Parent
Board
approve,
this
Agreement
and
the
issuance
of
Parent
Common
Units
pursuant
to
the
Merger
(the
"
Parent
Unit
Issuance
"),
and recommended
that
the
Parent
Board
submit
the
Parent
Unit
Issuance
for
the
approval
of
the
Holders
of
Parent
Common
Units,
and
(c)
resolved,
and
recommended that
the
Parent
Board
resolve,
to
recommend
approval
of
the
Parent
Unit
Issuance
to
the
Holders
of
Parent
Common
Units;
WHEREAS
,
the
Parent
Board,
acting
upon
the
recommendation
of
the
Parent
Conflicts
Committee,
has
unanimously
(a)
determined
that
this
Agreement and
the
Transactions
are
in
the
best
interest
of
Parent
and
the
Holders
of
Parent
Public
Units,
(b)
approved
this
Agreement
and
the
Parent
Unit
Issuance,
and resolved
to
submit
the
Parent
Unit
Issuance
for
the
approval
of
the
Holders
of
Parent
Common
Units,
and
(c)
resolved
to
recommend
approval
of
the
Parent
Unit Issuance
to
the
Holders
of
Parent
Common
Units;
WHEREAS
,
concurrently
with
the
execution
of
this
Agreement,
the
Partnership,
GIP
III
Stetson
I,
L.P.,
a
Delaware
limited
partnership
("
GIP
Stetson
I
"), Parent,
Acacia,
and
EMI,
are
entering
into
a
Support
Agreement,
dated
as
of
the
Execution
Date,
in
the
form
attached
hereto
as
Exhibit
A
A-1
(the
"
Support
Agreement
"),
pursuant
to
which,
among
other
things,
each
of
GIP
Stetson
I,
Acacia,
and
EMI
agrees,
in
its
capacity
as
a
holder
of
Partnership Voting
Units,
to
vote
in
favor
of
this
Agreement
on
the
terms
and
subject
to
the
conditions
provided
for
in
the
Support
Agreement;
WHEREAS
,
concurrently
with
the
execution
of
this
Agreement,
GIP
III
Stetson
II,
L.P.,
a
Delaware
limited
partnership
("
GIP
Stetson
II
"),
which
holds
a majority
of
the
Parent
Common
Units
issued
and
outstanding
and
entitled
to
vote
on
the
Parent
Unit
Issuance
(the
"
Parent
Majority
Holder
")
is
executing
and delivering
(a)
an
irrevocable
written
consent
in
the
form
attached
hereto
as
Exhibit
B
(the
"
Parent
Written
Consent
")
approving
the
Parent
Unit
Issuance
and
(b)
a Support
Agreement,
dated
as
of
the
Execution
Date,
in
the
form
attached
hereto
as
Exhibit
C
(the
"
GIP
Support
Agreement
"),
pursuant
to
which,
among
other things,
the
Parent
Majority
Holder
agrees,
in
its
capacity
as
a
holder
of
Parent
Common
Units,
not
to
amend,
modify,
withdraw,
terminate,
or
revoke
the
Parent Written
Consent
on
the
terms
and
subject
to
the
conditions
provided
for
in
the
GIP
Support
Agreement;
WHEREAS
,
concurrently
with
the
execution
of
this
Agreement,
all
of
the
Holders
of
Partnership
Series
B
Units
issued
and
outstanding
have
entered
into
a Preferred
Restructuring
Agreement,
dated
as
of
the
Execution
Date,
in
the
form
attached
hereto
as
Exhibit
D
(the
"
Preferred
Restructuring
Agreement
"),
pursuant to
which,
among
other
things,
all
of
the
Holders
of
Partnership
Series
B
Units
have
approved
the
Amended
and
Restated
Partnership
Agreement;
and
WHEREAS
,
concurrently
with
the
execution
of
this
Agreement,
the
Partnership,
Enfield
Holdings,
L.P.,
a
Delaware
limited
partnership
("
Enfield
"),
as
the Holder
of
all
of
the
issued
and
outstanding
Partnership
Series
B
Units,
TPG
VII
Management,
LLC,
a
Delaware
limited
liability
company,
WSEP
Egypt Holdings,
LP,
a
Delaware
limited
partnership,
and
WSIP
Egypt
Holdings,
LP,
a
Delaware
limited
partnership,
have
entered
into
a
Support
Agreement,
dated
as
of the
Execution
Date,
in
the
form
attached
hereto
as
Exhibit
E
(the
"
Series
B
Support
Agreement
"),
pursuant
to
which,
among
other
things,
Enfield,
has
agreed,
in its
capacity
as
a
Holder
of
Partnership
Series
B
Units,
to
vote
in
favor
of
this
Agreement
on
the
terms
and
subject
to
the
conditions
provided
for
in
the
Series
B Support
Agreement.
NOW,
THEREFORE
,
in
consideration
of
the
premises
and
the
respective
representations,
warranties,
covenants,
agreements,
and
conditions
contained herein,
the
Parties
agree
as
follows:
ARTICLE
I
DEFINITIONS
Section
1.1
Definitions.
In
this
Agreement,
unless
the
context
otherwise
requires,
the
following
terms
shall
have
the
following
meanings
respectively:
"
Acacia
"
has
the
meaning
set
forth
in
Section
4.11(a)(i)
.
"
Acquisition
Proposal
"
means
any
inquiry,
proposal,
or
offer
from,
or
indication
of
interest
in
seeking
a
proposal
or
offer
by,
any
Person
or
"group"
(as defined
in
Section
13(d)
of
the
Exchange
Act),
other
than
any
Parent
Party
or
its
Affiliates,
relating
to
any
(a)
direct
or
indirect
acquisition
(whether
in
a
single transaction
or
a
series
of
related
transactions)
of
(i)
assets
of
the
Partnership
Group
Entities
equal
to
20%
or
more
of
the
consolidated
assets
of
the
Partnership Group
Entities
as
of
June
30,
2018
or
(ii)
assets
representing
20%
or
more
of
the
Adjusted
EBITDA
of
the
Partnership
Group
Entities
on
a
consolidated
basis
for the
year
ended
December
31,
2017,
in
each
case,
as
reported
in
the
Partnership's
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2017,
(b)
direct
or indirect
acquisition
(whether
in
a
single
transaction
or
a
series
of
related
transactions)
of
beneficial
ownership
(within
the
meaning
of
Section
13(d)
of
the Exchange
Act)
of
20%
or
more
of
any
class
of
Equity
Interests
of
the
Partnership,
whether
through
a
tender
offer,
exchange
offer,
merger,
consolidation,
unit exchange,
share
exchange,
business
combination,
recapitalization,
liquidation,
dissolution,
or
other
similar
transaction;
provided
,
however
,
that
an
inquiry, proposal,
or
offer
involving
A-2
the
direct
or
indirect
acquisition
of
beneficial
ownership
of
(x)
Equity
Interests
of
Parent
not
involving
the
direct
acquisition
of
Equity
Interests
of
the
Partnership, (y)
Equity
Interests
of
the
Partnership
held
by
GIP
Stetson
I,
Acacia,
or
EMI,
or
(z)
Partnership
Series
B
Units,
Partnership
Series
C
Units,
or
Partnership
Common Units
issued
to
the
Holders
of
Partnership
Series
B
Units
upon
conversion
thereof
shall
not
constitute
an
"Acquisition
Proposal."
"
Adjusted
EBITDA
"
has
the
meaning
set
forth
in
the
Partnership's
Quarterly
Report
on
Form
10-K
for
the
year
ended
December
31,
2017.
"
Affiliate
"
means,
with
respect
to
any
Person,
any
other
Person
that,
directly
or
indirectly,
controls,
is
controlled
by,
or
is
under
common
control
with,
such Person;
provided
,
however
,
that
prior
to
the
Closing
(a)
with
respect
to
the
Parent
Group
Entities,
the
term
"Affiliate"
shall
exclude
each
of
the
Partnership
Group Entities,
and
(b)
with
respect
to
the
Partnership
Group
Entities,
the
term
"Affiliate"
shall
exclude
each
of
the
Parent
Group
Entities,
and
GIP
Stetson
I
and
GIP
III Stetson
II,
L.P.,
a
Delaware
limited
partnership,
and
their
respective
controlling
Affiliates.
For
the
purposes
of
this
definition,
"control"
(including,
with
its correlative
meanings,
"controlling",
"controlled
by",
and
"under
common
control
with")
means
the
possession,
directly
or
indirectly,
of
the
power
to
direct
or
cause the
direction
of
management
or
policies
of
a
Person
(which,
in
the
case
of
a
partnership,
means
such
power
and
authority
with
respect
to
the
general
partner thereof).
"
Agreement
"
has
the
meaning
set
forth
in
the
preamble
of
this
Agreement.
"
Amended
and
Restated
Parent
Operating
Agreement
"
has
the
meaning
set
forth
in
Section
6.3(c)
.
"
Amended
and
Restated
Partnership
Agreement
"
has
the
meaning
set
forth
in
Section
2.2(b)
.
"
Bona
Fide
Acquisition
Proposal
"
means
an
unsolicited,
written,
bona
fide
Acquisition
Proposal
that
was
not
received
or
obtained
in
material
violation
of Section
5.5(a)
.
"
Book-Entry
Common
Unit
"
has
the
meaning
set
forth
in
Section
2.2(a)(i)(B)
.
"
Business
Day
"
means
any
day
on
which
commercial
banks
are
generally
open
for
business
in
Dallas,
Texas
or
New
York,
New
York,
other
than
a
Saturday, a
Sunday
or
a
day
observed
as
a
holiday
in
Dallas,
Texas
or
New
York,
New
York
under
the
Laws
of
the
State
of
Texas,
the
Laws
of
the
State
of
New
York,
or
the federal
Laws
of
the
United
States
of
America,
as
applicable.
"
Certificate
of
Merger
"
has
the
meaning
set
forth
in
Section
2.1(c)
.
"
Closing
"
has
the
meaning
set
forth
in
Section
2.1(a)
.
"
Closing
Date
"
has
the
meaning
set
forth
in
Section
2.1(a)
.
"
Code
"
has
the
meaning
set
forth
in
Section
2.3(l)
.
"
Commitments
"
means,
with
respect
to
a
Person,
(a)
options,
warrants,
convertible
securities,
exchangeable
securities,
subscription
rights,
conversion
rights, exchange
rights,
or
other
contracts
or
agreements
that
could
require
such
Person
to
issue
any
of
its
Equity
Interests
or
to
sell
any
Equity
Interests
it
owns
in
another Person;
(b)
any
other
securities
convertible
into,
exchangeable,
or
exercisable
for,
or
representing
the
right
to
subscribe
for
any
Equity
Interest
of
such
Person
or owned
by
such
Person;
(c)
statutory
preemptive
rights
or
preemptive
rights
granted
under
such
Person's
organizational
documents;
and
(d)
stock
appreciation rights,
phantom
stock,
profit
participation,
or
other
similar
rights
with
respect
to
such
Person.
"
Common
Unit
Certificate
"
has
the
meaning
set
forth
in
Section
2.2(a)(i)(B)
.
"
Confidentiality
Agreement
"
means
a
confidentiality
agreement
containing
customary
provisions,
including,
for
the
avoidance
of
doubt,
provisions
limiting the
use
and
disclosure
of
the
confidential
information
to
be
provided
thereunder.
A-3
"
Contract
"
means
any
written
or
oral
agreement,
lease,
license,
note,
evidence
of
indebtedness,
mortgage,
security
agreement,
understanding,
instrument,
or other
legally
binding
arrangement.
"
Courts
"
has
the
meaning
set
forth
in
Section
8.3(b)
.
"
D&O
Insurance
"
has
the
meaning
set
forth
in
Section
5.17(b)
.
"
DLLCA
"
means
the
Delaware
Limited
Liability
Company
Act,
as
amended.
"
DRULPA
"
means
the
Delaware
Revised
Uniform
Limited
Partnership
Act,
as
amended.
"
Effective
Time
"
has
the
meaning
set
forth
in
Section
2.1(c)
.
"
EMI
"
has
the
meaning
set
forth
in
Section
4.11(a)(i)
.
"
Enfield
"
has
the
meaning
set
forth
in
the
recitals
to
this
Agreement.
"
EnLink
Oklahoma
Gas
"
has
the
meaning
set
forth
in
Section
4.11(a)(ii)
.
"
Environmental
Laws
"
means
any
Laws
relating
to
protection
of
the
environment
or
relating
to
health
and
safety
matters,
including
the
following
laws
in effect
as
of
the
Closing
Date,
in
each
case,
as
amended:
(a)
the
Resource
Conservation
and
Recovery
Act;
(b)
the
Clean
Air
Act;
(c)
the
Comprehensive Environmental
Response,
Compensation,
and
Liability
Act
of
1980;
(d)
the
Federal
Water
Pollution
Control
Act;
(e)
the
Safe
Drinking
Water
Act;
(f)
the
Toxic Substances
Control
Act;
(g)
the
Emergency
Planning
and
Community
Right-to
Know
Act;
(h)
the
National
Environmental
Policy
Act;
(i)
the
Pollution
Prevention Act
of
1990;
(j)
the
Oil
Pollution
Act
of
1990;
(k)
the
Hazardous
Materials
Transportation
Act;
(l)
the
Occupational
Safety
and
Health
Act;
and
(m)
all
Laws promulgated
or
issued
with
respect
to
the
foregoing
Environmental
Laws
by
Governmental
Authorities
with
jurisdiction
in
the
premises
and
any
other
federal, state,
or
local
Laws
that
regulate
or
otherwise
pertain
to
the
protection
of
human
health,
safety,
or
the
environment,
including
but
not
limited
to
the
management, control,
discharge,
emission,
treatment,
containment,
handling,
removal,
use,
generation,
permitting,
abatement,
migration,
storage,
release,
transportation, disposal,
remediation
response,
manufacture,
processing,
or
distribution
of
Hazardous
Substances
that
present
a
threat
to
human
health
or
the
environment.
"
Equity
Interests
"
means,
with
respect
to
a
Person,
(a)
if
such
Person
is
a
corporation,
any
and
all
shares
of
capital
stock
of
such
Person
and
any Commitments
with
respect
thereto,
(b)
if
such
Person
is
a
partnership,
limited
liability
company,
trust,
or
similar
Person,
any
and
all
units,
interests,
or
other partnership
or
limited
liability
company
interests
of
such
Person
and
any
Commitments
with
respect
thereto,
and
(c)
any
other
direct
or
indirect
ownership
or participation
in
such
Person.
"
ERISA
"
means
the
Employee
Retirement
Income
Security
Act
of
1974,
as
amended,
and
the
rules
and
regulations
promulgated
thereunder.
"
ERISA
Affiliate
"
means
with
respect
to
a
Person,
any
corporation
or
other
trade
or
business
that
would
be
treated
as
a
single
employer
with
such
Person pursuant
to
Section
414(b)
or
(c)
of
the
Code.
"
Exchange
Act
"
means
the
Securities
Exchange
Act
of
1934,
as
amended,
and
the
rules
and
regulations
promulgated
thereunder.
"
Exchange
Agen
t"
has
the
meaning
set
forth
in
Section
2.3(a)
.
"
Exchange
Fund
"
has
the
meaning
set
forth
in
Section
2.3(c)
.
"
Exchange
Ratio
"
has
the
meaning
set
forth
in
Section
2.2(a)(i)(A)
.
"
Execution
Date
"
has
the
meaning
set
forth
in
the
preamble
of
this
Agreement.
"
GAAP
"
has
the
meaning
set
forth
in
Section
1.2
.
A-4
"
General
Partner
"
has
the
meaning
set
forth
in
the
preamble
of
this
Agreement.
"
General
Partner
Board
"
has
the
meaning
set
forth
in
the
recitals
of
this
Agreement.
"
General
Partner
LLC
Agreement
"
means
the
Fourth
Amended
and
Restated
Limited
Liability
Company
Agreement
of
the
General
Partner,
dated
as
of July
18,
2018,
and
as
further
amended
from
time
to
time
after
the
Execution
Date
in
accordance
with
this
Agreement.
"
General
Partner
Membership
Interest
"
means
the
100%
limited
liability
company
interest
in
the
General
Partner.
"
General
Partner
Recommendation
"
has
the
meaning
set
forth
in
Section
5.4(b)
.
"
GIP
Stetson
I
"
has
the
meaning
set
forth
in
the
recitals
of
this
Agreement.
"
GIP
Stetson
II
"
has
the
meaning
set
forth
in
the
recitals
of
this
Agreement.
"
GIP
Support
Agreement
"
has
the
meaning
set
forth
in
the
recitals
of
this
Agreement.
"
Governmental
Authority
"
means
any
federal,
state,
tribal,
provincial,
municipal,
foreign,
or
other
government,
governmental
court,
department,
commission, board,
bureau,
regulatory,
or
administrative
agency
or
instrumentality.
"
Hazardous
Substances
"
means
any
substance
in
any
physical
state,
including
solid,
liquid,
or
gaseous:
(a)
which
is
listed,
defined,
or
regulated
as
a "hazardous
material,"
"hazardous
waste,"
"solid
waste,"
"hazardous
substance,"
"toxic
substance,"
"pollutant,"
or
"contaminant,"
or
words
of
similar
meaning
or import
found
in
any
applicable
Environmental
Law;
(b)
which
is
or
contains
asbestos,
polyfluorinated
compounds,
sulfolane,
polychlorinated
biphenyls,
radon, urea
formaldehyde
foam
insulation,
explosives,
or
radioactive
materials;
(c)
any
petroleum,
petroleum
hydrocarbons,
petroleum
substances,
petroleum
or petrochemical
products,
natural
gas,
crude
oil
and
any
components,
fractions,
or
derivatives
thereof,
any
oil
or
gas
exploration
or
production
waste,
and
any
natural gas,
synthetic
gas,
and
any
mixtures
thereof;
(d)
radioactive
material,
including
naturally
occurring
radioactive
materials,
waste
and
pollutants,
radiation, radionuclides
and
their
progeny,
or
nuclear
waste
including
used
nuclear
fuel;
or
(e)
which
causes
or
poses
a
threat
to
cause
contamination
or
nuisance
on
any properties,
or
any
adjacent
property,
or
a
hazard
to
the
environment
or
to
the
health
or
safety
of
persons
on
or
about
any
properties.
"
Holders
"
means,
when
used
with
reference
to
Partnership
Common
Units,
Partnership
Series
B
Units,
Partnership
Series
C
Units,
and/or
Parent
Common Units,
the
holders
of
such
units
shown
from
time
to
time
in
the
registers
maintained
by
or
on
behalf
of
the
Partnership
or
Parent,
as
applicable.
"
HSR
Act
"
means
the
Hart-Scott-Rodino
Antitrust
Improvements
Act
of
1976,
as
amended,
and
the
rules
and
regulations
promulgated
thereunder.
"
Incentive
Distribution
Right
"
means
an
"Incentive
Distribution
Right,"
as
defined
in
the
Partnership
Agreement.
"
Intellectual
Property
"
means
trademarks,
trade
names,
service
marks,
service
names,
mark
registrations,
logos,
assumed
names,
domain
names,
registered and
unregistered
copyrights,
patents,
applications
and
registrations,
and
trade
secrets.
"
Intervening
Event
"
means
any
material
event,
development,
or
change
in
circumstances
that
arises
or
occurs
after
the
date
of
this
Agreement
and
(a)
was
not known
by
or
reasonably
foreseeable
to
the
General
Partner
Board
or
the
Partnership
Conflicts
Committee,
as
the
case
may
be,
as
of
the
Execution
Date
(or
if known,
the
magnitude
or
material
consequences
of
which
were
not
known
by
the
General
Partner
Board
or
the
Partnership
Conflicts
Committee,
as
the
case
may be,
as
of
the
Execution
Date),
and
(b)
becomes
known
to
or
by
the
General
Partner
Board
or
the
Partnership
Conflicts
Committee,
as
the
case
may
be,
prior
to obtaining
the
Partnership
Unitholder
Approval;
provided,
however
,
that
in
no
A-5
event
shall
the
following
events,
developments,
or
changes
in
circumstances
constitute
an
"Intervening
Event":
(i)
the
receipt,
existence,
or
terms
of
an
Acquisition Proposal
or
any
matter
relating
thereto
or
consequence
thereof,
(ii)
any
event,
development,
or
change
in
circumstances
resulting
from
any
action
taken
or
omitted by
the
Partnership
Group
Entities
that
is
required
to
be
taken
or
omitted
by
the
Partnership
Group
Entities
pursuant
to
this
Agreement,
and
(iii)
any
matters generally
affecting
the
industry
in
which
the
Partnership
operates
as
a
whole,
except
where
the
impact
on
the
Partnership
Group
Entities,
taken
as
a
whole,
is
not materially
disproportionate
to
the
impact
on
similarly
situated
parties.
"
IRS
"
means
the
United
States
Internal
Revenue
Service.
"
Knowledge
"
as
used
in
this
Agreement
with
respect
to
a
Party,
means
the
actual
knowledge
of
that
Party's
designated
personnel.
The
designated
personnel for
the
Parent
Parties
are
set
forth
on
Schedule
1.1(a)
of
the
Parent
Disclosure
Letter.
The
designated
personnel
for
the
Partnership
Parties
are
set
forth
on Schedule
1.1(a)
of
the
Partnership
Disclosure
Letter.
"
Laws
"
means
all
statutes,
regulations,
codes,
tariffs,
ordinances,
decisions,
administrative
interpretations,
writs,
injunctions,
stipulations,
statutory
rules, orders,
judgments,
decrees,
and
terms
and
conditions
of
any
grant
of
approval,
permission,
authority,
permit,
or
license
of
any
court,
Governmental
Authority, statutory
body,
or
self-regulatory
authority
(including
the
NYSE).
"
Letter
of
Transmittal
"
has
the
meaning
set
forth
in
Section
2.3(d)
.
"
Liens
"
means
any
mortgage,
restriction
(including
restrictions
on
voting
or
transfer),
deed
of
trust,
lien,
security
interest,
preemptive
right,
option,
right
of first
offer
or
refusal,
lease
or
sublease,
claim,
pledge,
conditional
sales
contract,
charge,
encroachment,
or
encumbrance.
"
Merger
"
means
the
merger
of
Merger
Sub
with
and
into
the
Partnership,
with
the
Partnership
as
the
sole
surviving
entity.
"
Merger
Consideration
"
has
the
meaning
set
forth
in
Section
2.2(a)(i)(A)
.
"
Merger
Sub
"
has
the
meaning
set
forth
in
the
preamble
of
this
Agreement.
"
Merger
Sub
Membership
Interest
"
means
the
100%
limited
liability
company
interest
in
Merger
Sub.
"
NGLs
"
means
natural
gas
liquids.
"
Non-Public
Information
"
has
the
meaning
set
forth
in
Section
5.5(a)(ii)
.
"
Notice
"
has
the
meaning
set
forth
in
Section
8.2
.
"
NYSE
"
means
the
New
York
Stock
Exchange.
"
Organizational
Documents
"
means,
with
respect
to
any
Person,
the
articles
of
incorporation,
certificate
of
incorporation,
certificate
of
formation,
certificate of
limited
partnership,
bylaws,
limited
liability
company
agreement,
operating
agreement,
partnership
agreement,
stockholders'
agreement,
and
all
other
similar documents,
instruments,
or
certificates
executed,
adopted
or
filed
in
connection
with
the
creation,
formation,
or
organization
of
such
Person,
including
any amendments
thereto.
"
Parent
"
has
the
meaning
set
forth
in
the
preamble
of
this
Agreement.
"
Parent
Benefit
Plan
"
means
each
(a)
"employee
benefit
plan"
as
defined
in
Section
3(3)
of
ERISA;
and
(b)
personnel
policy,
equity
option
plan,
equity appreciation
rights
plan,
restricted
equity
plan,
phantom
equity
plan,
equity
based
compensation
arrangement,
bonus
plan
or
arrangement,
incentive
award
plan
or arrangement,
vacation
policy,
severance
pay
plan,
policy,
or
agreement,
deferred
compensation
agreement
or
arrangement,
retiree
welfare
benefit
plan,
policy,
or arrangement,
executive
compensation
or
supplemental
income
arrangement,
consulting
agreement,
employment
A-6
agreement,
retention
agreement,
change
of
control
agreement
and
each
other
employee
benefit
or
compensation
plan,
program,
policy,
agreement
or
arrangement which
is
not
described
in
clause
(a)
above,
in
each
case,
that
is
sponsored,
maintained,
or
contributed
to,
or
required
to
be
contributed
to,
by
Parent
or
any
of
its ERISA
Affiliates.
"
Parent
Board
"
has
the
meaning
set
forth
in
the
recitals
of
this
Agreement.
"
Parent
Common
Units
"
means
the
"Common
Units,"
as
such
term
is
defined
in
the
Parent
Operating
Agreement.
"
Parent
Conflicts
Committee
"
has
the
meaning
set
forth
in
the
recitals
of
this
Agreement.
"
Parent
Disclosure
Letter
"
means
the
disclosure
letter
prepared
by
the
Parent
Parties
and
delivered
to
the
Partnership
Parties
concurrently
herewith.
"
Parent
Equity
Award
"
has
the
meaning
set
forth
in
Section
2.4(b)
.
"
Parent
Fairness
Opinion
"
has
the
meaning
set
forth
in
Section
4.19
.
"
Parent
Financial
Advisor
"
has
the
meaning
set
forth
in
Section
4.19
.
"
Parent
Group
Entities
"
means
the
Parent
Parties
and
the
Parent
Subsidiaries.
"
Parent
Legacy
PU
Award
"
has
the
meaning
set
forth
in
Section
2.4(b)
.
"
Parent
Long-Term
Incentive
Plan
"
means
the
EnLink
Midstream,
LLC
2014
Long-Term
Incentive
Plan,
as
amended
from
time
to
time.
"
Parent
LTIP
Responsible
Parties
"
means
the
Parent
Board,
or,
if
appropriate,
the
Governance
and
Compensation
Committee
of
the
Parent
Board
or
any other
committee
of
the
Parent
Board
designated
under
the
Parent
Long-Term
Incentive
Plan
to
serve
as
the
plan's
administrative
committee.
"
Parent
Majority
Holder
"
has
the
meaning
set
forth
in
the
recitals
of
this
Agreement.
"
Parent
Managing
Member
"
has
the
meaning
set
forth
in
the
preamble
of
this
Agreement.
"
Parent
Managing
Member
Interest
"
has
the
meaning
set
forth
in
Section
4.5(a)(i)
.
"
Parent
Material
Adverse
Effect
"
means
any
change,
effect,
event,
circumstance,
or
occurrence
that,
individually
or
in
the
aggregate,
(a)
prevents,
delays,
or impairs,
or
has
a
material
adverse
effect
on,
the
ability
of
the
Parent
Parties
to
perform
their
respective
obligations
under
this
Agreement
or
to
consummate
the Transactions,
or
(b)
has
a
material
adverse
effect
on
or
causes
a
material
adverse
change
in
the
business,
assets,
liabilities,
condition
(financial
or
otherwise),
or results
of
operations
of
the
Parent
Group
Entities,
taken
as
a
whole;
provided
,
however
,
that
none
of
the
following
changes,
effects,
events,
circumstances,
or occurrences
(either
alone
or
in
combination)
shall
be
taken
into
account
for
purposes
of
determining
whether
or
not
a
Parent
Material
Adverse
Effect
has
occurred: (i)
changes,
effects,
events,
circumstances,
or
occurrences
that
impact
the
natural
gas
gathering,
processing,
treating,
transportation,
and
storage
industries generally,
the
NGL
fractionation,
transportation,
storage,
exportation,
and
marketing
industries
generally,
or
the
crude
oil
and
condensate
gathering,
transportation, stabilization,
storage,
trans-loading,
and
marketing
industries
generally
(including
any
change
in
the
prices
of
natural
gas,
NGL,
crude
oil,
or
other
hydrocarbon products,
or
industry
margins,
or
any
regulatory
changes),
(ii)
changes,
effects,
events,
circumstances,
or
occurrences
in
United
States
or
global
political
or economic
conditions
or
financial
markets
in
general,
(iii)
acts
of
war,
sabotage,
or
terrorism,
military
actions
or
the
escalation
thereof,
weather
conditions
or
other force
majeure
events
or
acts
of
God,
including
any
material
worsening
of
any
of
the
foregoing
conditions
threatened
or
existing
as
of
the
date
of
this
Agreement, (iv)
any
changes
in
the
applicable
Laws
or
accounting
rules
or
principles,
including
changes
required
by
GAAP
or
interpretations
thereof,
(v)
any
failure
of
a Parent
Group
Entity
to
meet
any
internal
or
published
projections,
estimates,
or
A-7
expectations
of
such
Parent
Group
Entity's
revenue,
earnings,
or
other
financial
performance
or
results
of
operations
for
any
period,
or
any
failure
by
Parent
to meet
its
internal
budgets,
plans,
or
forecasts
of
its
revenue,
earnings,
or
other
financial
performance
of
results
of
operations
(it
being
understood,
in
each
case,
that the
facts
or
occurrences
giving
rise
or
contributing
to
such
failure
that
are
not
otherwise
excluded
from
the
definition
of
a
Parent
Material
Adverse
Effect
may
be taken
into
account),
(vi)
any
changes
in
(A)
the
market
price
or
trading
volume
of
the
Parent
Common
Units
(and
the
associated
costs
of
capital)
or
(B)
the
credit rating
of
any
Parent
Group
Entity
(it
being
understood,
in
each
case,
that
the
facts
or
occurrences
giving
rise
or
contributing
to
such
change
that
are
not
otherwise excluded
from
the
definition
of
a
Parent
Material
Adverse
Effect
may
be
taken
into
account),
or
(vii)
the
announcement
(in
accordance
with
the
terms
of
this Agreement)
of
the
Transactions
and
the
taking
of
any
actions
contemplated
by
this
Agreement;
provided
that
the
exception
set
forth
in
this
clause
(vii)
shall
not apply
in
connection
with
any
representation
or
warranty
set
forth
in
Section
4.3
or
Section
4.4
,
or
any
condition
insofar
as
it
relates
to
any
such
representation
or warranty;
and
provided
,
further
,
that,
in
the
case
of
clauses
(i)
,
(ii)
,
(iii)
,
and
(iv)
the
impact
on
any
such
Parent
Group
Entity
is
not
materially
disproportionate to
the
impact
on
similarly
situated
Persons
in
the
natural
gas
gathering,
processing,
treating,
transportation,
and
storage
industries,
the
NGL
fractionation, transportation,
storage,
exportation,
and
marketing
industries,
or
the
crude
oil
and
condensate
gathering,
transportation,
stabilization,
storage,
trans-loading,
and marketing
industries.
"
Parent
Material
Contract
"
has
the
meaning
set
forth
in
Section
4.12(a)
.
"
Parent
Operating
Agreement
"
means
the
First
Amended
and
Restated
Operating
Agreement
of
Parent,
dated
as
of
March
7,
2014,
as
further
amended
from time
to
time
after
the
Execution
Date
in
accordance
with
this
Agreement.
"
Parent
Parties
"
means
Parent,
Parent
Managing
Member
and
Merger
Sub.
"
Parent
Performance
Unit
"
means
a
performance-based
"Restricted
Incentive
Unit,"
as
defined
in
the
Parent
Long-Term
Incentive
Plan.
"
Parent
Public
Units
"
means
Parent
Common
Units
other
than
the
Parent
Common
Units
held
directly
or
indirectly
by
GIP
Stetson
II.
"
Parent
Reimbursement
Amount
"
means
all
out-of-pocket
costs
and
expenses
(including
legal
fees,
accounting
fees,
financial
advisory
fees,
and
other professional
and
non-professional
fees
and
expenses)
incurred
by
the
Parent
Group
Entities
and
the
Parent
Conflicts
Committee
in
connection
with
or
related
to
the authorization,
preparation,
negotiation,
execution,
and
performance
of
this
Agreement
and
the
Transactions,
including
(a)
the
preparation
and
filing
of
the Registration
Statement,
including
the
joint
Proxy/Information
Statement
constituting
a
part
thereof,
(b)
the
printing
and
mailing
of
the
joint
Proxy/Information Statement,
and
(c)
the
preparation
and
filing
of
any
filings
with
a
Governmental
Authority
required
in
connection
with
the
Transactions,
including
any
filings required
under
the
HSR
Act,
and
all
other
matters
related
to
the
Transactions;
provided
,
however
,
that
the
expenses
for
which
Parent
may
be
reimbursed
pursuant to
Section
7.6
shall
not
exceed
$5,000,000.00.
"
Parent
Replacement
Award
"
has
the
meaning
set
forth
in
Section
2.4(a)
.
"
Parent
Replacement
Option
Award
"
has
the
meaning
set
forth
in
Section
2.4(a)(iii)
.
"
Parent
Replacement
PU
Award
"
has
the
meaning
set
forth
in
Section
2.4(a)(ii)
.
"
Parent
Replacement
RIU
Award
"
has
the
meaning
set
forth
in
Section
2.4(a)(i)
.
"
Parent
Restricted
Incentive
Unit
"
means
a
"Restricted
Incentive
Unit,"
as
defined
in
the
Parent
Long-Term
Incentive
Plan,
other
than
a
Parent
Performance Unit.
"
Parent
SEC
Documents
"
has
the
meaning
set
forth
in
Section
4.8(a)
.
A-8
"
Parent
Subsidiaries
"
means
the
Subsidiaries
of
Parent,
excluding
the
Partnership
and
the
Partnership
Subsidiaries.
"
Parent
Unit
Issuance
"
has
the
meaning
set
forth
in
the
recitals
of
this
Agreement.
"
Parent
Unitholder
Approval
"
has
the
meaning
set
forth
in
Section
4.17
.
"
Parent
Written
Consent
"
has
the
meaning
set
forth
in
the
recitals
of
this
Agreement.
"
Partially-Owned
Partnership
Subsidiaries
"
means,
collectively,
EnLink
Oklahoma
Gas
Processing,
LP,
a
Delaware
limited
partnership,
EnLink
Ohio Compression,
LLC,
a
Delaware
limited
liability
company,
Delaware
G&P
LLC,
a
Delaware
limited
liability
company,
Delaware
Processing
LLC,
a
Delaware limited
liability
company,
Cedar
Cove
Midstream
LLC,
a
Delaware
limited
liability
company,
Ascension
Pipeline
Company,
LLC,
a
Delaware
limited
liability company,
and
Gulf
Coast
Fractionators,
a
Texas
general
partnership.
"
Partnership
"
has
the
meaning
set
forth
in
the
preamble
of
this
Agreement.
"
Partnership
Agreement
"
means
the
Ninth
Amended
and
Restated
Agreement
of
Limited
Partnership
of
the
Partnership,
dated
as
of
September
21,
2017,
as amended
by
Amendment
No.
1
to
the
Ninth
Amendment
and
Restated
Agreement
of
Limited
Partnership
of
the
Partnership,
dated
as
of
December
12,
2017,
and
as further
amended
from
time
to
time
after
the
Execution
Date
in
accordance
with
this
Agreement.
"
Partnership
Benefit
Plan
"
means
each
(a)
"employee
benefit
plan"
as
defined
in
Section
3(3)
of
ERISA;
and
(b)
personnel
policy,
equity
option
plan,
equity appreciation
rights
plan,
restricted
equity
plan,
phantom
equity
plan,
equity
based
compensation
arrangement,
bonus
plan
or
arrangement,
incentive
award
plan
or arrangement,
retiree
welfare
benefit
plan,
policy,
or
arrangement,
vacation
policy,
severance
pay
plan,
policy,
or
agreement,
deferred
compensation
agreement
or arrangement,
executive
compensation
or
supplemental
income
arrangement,
consulting
agreement,
employment
agreement,
retention
agreement,
change
of
control agreement,
and
each
other
employee
benefit
or
compensation
plan,
program,
policy,
agreement,
or
arrangement
which
is
not
described
in
clause
(a)
above,
in
each case,
that
is
sponsored,
maintained,
or
contributed
to,
or
required
to
be
contributed
to,
by
the
Partnership
or
any
of
its
ERISA
Affiliates.
"
Partnership
Common
Units
"
means
the
"Common
Units,"
as
defined
in
the
Partnership
Agreement.
"
Partnership
Conflicts
Committee
"
has
the
meaning
set
forth
in
the
recitals
of
this
Agreement.
"
Partnership
Disclosure
Letter
"
means
the
disclosure
letter
prepared
by
the
Partnership
Parties
and
delivered
to
the
Parent
Parties
concurrently
herewith.
"
Partnership
Equity
Award
"
has
the
meaning
set
forth
in
Section
2.4(a)
.
"
Partnership
Fairness
Opinion
"
has
the
meaning
set
forth
in
Section
3.22
.
"
Partnership
Financial
Advisor
"
has
the
meaning
set
forth
in
Section
3.22
.
"
Partnership
General
Partner
Interest
"
has
the
meaning
set
forth
in
Section
3.5(a)
.
"
Partnership
Group
Entities
"
means
the
Partnership
and
the
Partnership
Subsidiaries.
"
Partnership
Indemnified
Party
"
means
(a)
any
Person
(together
with
such
Person's
heirs,
executors
and
administrators)
who
is
or
was,
or
at
any
time
prior
to the
Effective
Time
becomes,
an
officer,
director,
or
manager
of
any
Partnership
Group
Entity
or
the
General
Partner
and
(b)
any
Person
(together
with
such Person's
heirs,
executors,
and
administrators)
who
is
or
was
serving,
or
at
any
time
prior
to
the
Effective
Time
serves,
at
the
request
of
any
Partnership
Group Entity
or
the
General
Partner
as
an
officer,
director,
member,
general
partner,
fiduciary,
or
trustee
of
another
Person;
A-9
provided
that
a
Person
shall
not
be
a
Partnership
Indemnified
Party
solely
by
reason
of
providing,
on
a
fee-for-services
basis,
trustee,
fiduciary,
or
custodial services.
"
Partnership
Insurance
Policies
"
has
the
meaning
set
forth
in
Section
3.19
.
"
Partnership
Long-Term
Incentive
Plan
"
means
the
EnLink
Midstream
GP,
LLC
Long-Term
Incentive
Plan,
as
amended
from
time
to
time.
"
Partnership
LTIP
Responsible
Parties
"
means
the
General
Partner
Board
or,
if
appropriate,
the
Compensation
Committee
of
the
General
Partner
Board
or other
committee
of
the
General
Partner
designated
under
the
Partnership
Long-Term
Incentive
Plan
to
serve
as
the
plan's
administrative
committee.
"
Partnership
Material
Adverse
Effect
"
means
any
change,
effect,
event,
circumstance,
or
occurrence
that,
individually
or
in
the
aggregate,
(a)
prevents, delays,
or
impairs,
or
has
a
material
adverse
effect
on,
the
ability
of
the
Partnership
Parties
to
perform
their
respective
obligations
under
this
Agreement
or
to consummate
the
Transactions
or
(b)
has
a
material
adverse
effect
on
or
causes
a
material
adverse
change
in
the
business,
assets,
liabilities,
condition
(financial
or otherwise),
or
results
of
operations
of
the
Partnership
Group
Entities,
taken
as
a
whole;
provided
,
however
,
that
none
of
the
following
changes,
effects,
events, circumstances,
or
occurrences
(either
alone
or
in
combination)
shall
be
taken
into
account
for
purposes
of
determining
whether
or
not
a
Partnership
Material Adverse
Effect
has
occurred:
(i)
changes,
effects,
events,
circumstances,
or
occurrences
that
impact
the
natural
gas
gathering,
processing,
treating,
transportation, and
storage
industries
generally,
the
NGL
fractionation,
transportation,
storage,
exportation,
and
marketing
industries
generally,
or
the
crude
oil
and
condensate gathering,
transportation,
stabilization,
storage,
trans-loading,
and
marketing
industries
generally
(including
any
change
in
the
prices
of
natural
gas,
NGL,
crude
oil, or
other
hydrocarbon
products,
or
industry
margins,
or
any
regulatory
changes),
(ii)
changes,
effects,
events,
circumstances,
or
occurrences
in
United
States
or global
political
or
economic
conditions
or
financial
markets
in
general,
(iii)
acts
of
war,
sabotage,
or
terrorism,
military
actions
or
the
escalation
thereof,
weather conditions
or
other
force
majeure
events
or
acts
of
God,
including
any
material
worsening
of
any
of
the
foregoing
conditions
threatened
or
existing
as
of
the
date
of this
Agreement,
(iv)
any
changes
in
the
applicable
Laws
or
accounting
rules
or
principles,
including
changes
required
by
GAAP
or
interpretations
thereof,
(v)
any failure
of
a
Partnership
Group
Entity
to
meet
any
internal
or
published
projections,
estimates,
or
expectations
of
such
Partnership
Group
Entity's
revenue,
earnings, or
other
financial
performance
or
results
of
operations
for
any
period,
or
any
failure
by
the
Partnership
to
meet
its
internal
budgets,
plans,
or
forecasts
of
its revenue,
earnings,
or
other
financial
performance
of
results
of
operations
(it
being
understood,
in
each
case,
that
the
facts
or
occurrences
giving
rise
or
contributing to
such
failure
that
are
not
otherwise
excluded
from
the
definition
of
a
Partnership
Material
Adverse
Effect
may
be
taken
into
account),
(vi)
any
changes
in
(A)
the market
price
or
trading
volume
of
the
Partnership
Common
Units
(and
the
associated
costs
of
capital)
or
(B)
the
credit
rating
of
any
Partnership
Group
Entity
(it being
understood,
in
each
case,
that
the
facts
or
occurrences
giving
rise
or
contributing
to
such
change
that
are
not
otherwise
excluded
from
the
definition
of
a Partnership
Material
Adverse
Effect
may
be
taken
into
account),
or
(vii)
the
announcement
(in
accordance
with
the
terms
of
this
Agreement)
of
the
Transactions and
the
taking
of
any
actions
contemplated
by
this
Agreement;
provided
that
the
exception
set
forth
in
this
clause
(vii)
shall
not
apply
in
connection
with
any representation
or
warranty
set
forth
in
Section
3.3
or
Section
3.4
,
or
any
condition
insofar
as
it
relates
to
any
such
representation
or
warranty;
and
provided
, further
,
that,
in
the
case
of
clauses
(i)
,
(ii)
,
(iii)
,
and
(iv)
,
the
impact
on
any
such
Partnership
Group
Entity
is
not
materially
disproportionate
to
the
impact
on similarly
situated
Persons
in
the
natural
gas
gathering,
processing,
treating,
transportation,
and
storage
industries,
the
NGL
fractionation,
transportation,
storage, exportation,
and
marketing
industries,
or
the
crude
oil
and
condensate
gathering,
transportation,
stabilization,
storage,
trans-loading,
and
marketing
industries.
A-10
"
Partnership
Material
Contract
"
has
the
meaning
set
forth
in
Section
3.13(a)
.
"
Partnership
Notice
Period
"
has
the
meaning
set
forth
in
Section
5.5(b)(i)
.
"
Partnership
Parties
"
means
the
Partnership
and
the
General
Partner.
"
Partnership
Performance
Unit
"
means
a
performance-based
"Restricted
Incentive
Unit,"
as
defined
in
the
Partnership
Long-Term
Incentive
Plan.
"
Partnership
Public
Units
"
means
the
Partnership
Common
Units
other
than
the
Partnership
Common
Units
held
directly
or
indirectly
by
the
Parent
Group Entities
or
by
the
Partnership.
"
Partnership
Reimbursement
Amount
"
means
all
out-of-pocket
costs
and
expenses
(including
legal
fees,
accounting
fees,
financial
advisory
fees,
and
other professional
and
non-professional
fees
and
expenses)
incurred
by
Partnership
Group
Entities
and
the
Partnership
Conflicts
Committee
in
connection
with
or
related to
the
authorization,
preparation,
negotiation,
execution,
and
performance
of
this
Agreement
and
the
Transactions,
including
(a)
the
preparation
and
filing
of
the Registration
Statement,
including
the
joint
Proxy/Information
Statement
constituting
a
part
thereof,
(b)
the
printing
and
mailing
of
the
joint
Proxy/Information Statement,
and
(c)
the
solicitation
of
the
approval
of
the
Holders
of
Partnership
Voting
Units,
and
all
other
matters
related
to
the
Transactions;
provided
,
however
, that
the
expenses
for
which
the
Partnership
may
be
reimbursed
pursuant
to
Section
7.6
shall
not
exceed
$5,000,000.00.
"
Partnership
Restricted
Incentive
Unit
"
means
a
"Restricted
Incentive
Unit,"
as
defined
in
the
Partnership
Long-Term
Incentive
Plan,
other
than
a Partnership
Performance
Unit.
"
Partnership
SEC
Documents
"
has
the
meaning
set
forth
in
Section
3.7
.
"
Partnership
Series
B
Units
"
means
the
"Series
B
Preferred
Units,"
as
defined
in
the
Partnership
Agreement.
"
Partnership
Series
C
Units
"
means
the
"Series
C
Preferred
Units,"
as
defined
in
the
Partnership
Agreement.
"
Partnership
Subsidiaries
"
means
the
Subsidiaries
of
the
Partnership.
"
Partnership
Termination
Fee
"
means
an
amount
in
cash
equal
to
$55,000,000.
"
Partnership
Unaffiliated
Units
"
means
the
Partnership
Public
Units
other
than
the
Partnership
Common
Units
held
by
GIP
Stetson
I
and
its
Affiliates.
"
Partnership
Unit
Option
"
means
an
"Option,"
as
defined
in
the
Partnership
Long-Term
Incentive
Plan.
"
Partnership
Unitholder
Approval
"
has
the
meaning
set
forth
in
Section
3.20
.
"
Partnership
Unitholder
Meeting
"
has
the
meaning
set
forth
in
Section
5.4(a)
.
"
Partnership
Units
"
means,
collectively,
the
Partnership
Common
Units,
the
Partnership
Series
B
Units,
and
the
Partnership
Series
C
Units.
"
Partnership
Voting
Units
"
means,
collectively,
the
Partnership
Common
Units
and
the
Partnership
Series
B
Units.
"
Party
"
or
"
Parties
"
has
the
meaning
set
forth
in
the
preamble
of
this
Agreement.
"
Payee
"
has
the
meaning
set
forth
in
Section
7.6(d)
.
"
Performance
Metric
Adjustment
"
means,
with
respect
to
any
Parent
Replacement
PU
Award
or
Parent
Legacy
PU
Award,
the
modification
of
the performance
metric
that
shall
apply
to
such
award,
such
that,
the
performance
metric,
as
modified
thereunder,
shall,
on
a
weighted
average
basis,
A-11
(a)
continue
to
relate
to
the
average
TSR
(as
defined
in
the
applicable
Parent
Replacement
PU
Award
or
Parent
Legacy
PU
Award)
performance
of
the
Partnership and
Parent
relative
to
the
TSR
performance
of
Peer
Companies
(as
defined
in
the
applicable
Parent
Replacement
PU
Award
or
Parent
Legacy
PU
Award)
in respect
of
periods
preceding
the
Effective
Time;
and
(b)
relate
solely
to
the
TSR
performance
of
Parent
relative
to
the
TSR
performance
of
such
Peer
Companies
in respect
of
periods
on
and
after
the
Effective
Time.
"
Permits
"
means,
with
respect
to
any
Person,
all
licenses,
franchises,
tariffs,
grants,
easements,
variances,
exceptions,
permits,
and
authorizations
issued
or granted
by
Governmental
Authorities
that
are
necessary
for
the
conduct
of
such
Person's
business
as
now
being
conducted,
or
any
waivers
therefrom.
"
Permitted
Liens
"
means
all:
(a)
mechanics',
materialmen's,
repairmen's,
employees'
contractors'
operators',
carriers',
workmen's,
or
other
like
Liens
or charges
arising
by
operation
of
law,
in
the
ordinary
course
of
business
or
incident
to
the
construction
or
improvement
of
any
of
the
assets
of
the
Partnership
Group Entities,
in
each
case,
for
amounts
not
yet
delinquent
(including
any
amounts
being
withheld
as
provided
by
Law);
(b)
Liens
arising
under
original
purchase
price conditional
sales
contracts
and
equipment
leases
with
third
parties
entered
into
in
the
ordinary
course
of
business;
(c)
immaterial
defects
and
irregularities
in
title, encumbrances,
exceptions
and
other
matters
that,
singularly
or
in
the
aggregate,
will
not
materially
interfere
with
the
ownership,
use,
value,
operation,
or maintenance
of
the
assets
of
the
Partnership
Group
Entities
to
which
they
pertain
or
the
Partnership
Parties'
ability
to
perform
their
respective
obligations hereunder;
(d)
Liens
for
Taxes
that
are
not
yet
due
and
payable;
(e)
pipeline,
utility,
and
similar
easements
and
other
rights
in
respect
of
surface
operations; (f)
Liens
supporting
surety
bonds,
performance
bonds
and
similar
obligations
issued
in
connection
with
the
Partnership
Group
Entities'
businesses;
and
(g)
all rights
to
consent,
by
required
notices
to,
filings
with,
or
other
actions
by
Governmental
Authorities
or
third
parties
in
connection
with
the
sale
or
conveyance
of easements,
rights
of
way,
licenses,
facilities,
or
interests
therein
if
they
are
customarily
obtained
subsequent
to
the
sale
or
conveyance.
"
Person
"
means
an
individual
or
entity,
including
any
partnership,
corporation,
association,
trust,
limited
liability
company,
joint
venture,
unincorporated organization,
or
other
entity
or
Governmental
Authority.
"
Preferred
Restructuring
Agreement
"
has
the
meaning
set
forth
in
the
recitals
of
this
Agreement.
"
Proceeding
"
means
any
claim,
action,
suit,
proceeding,
arbitration,
mediation,
investigation,
or
inquiry
by
or
before
any
Governmental
Authority,
arbitral body,
or
mediator.
"
Proxy/Information
Statement
"
has
the
meaning
set
forth
in
Section
5.3(a)
.
"
Receiving
Party
"
has
the
meaning
set
forth
in
Section
5.5(a)(ii)
.
"
Recommendation
Change
"
has
the
meaning
set
forth
in
Section
5.4(b)
.
"
Registration
Statement
"
has
the
meaning
set
forth
in
Section
5.3(a)
.
"
Representatives
"
means,
with
respect
to
any
Person,
such
Person's
directors,
officers,
employees,
counsel,
accountants,
investment
bankers,
financial advisors,
and
other
representatives.
"
Release
"
means
any
depositing,
spilling,
leaking,
pumping,
pouring,
placing,
emitting,
discarding,
abandoning,
emptying,
discharging,
releasing,
migrating, injecting,
dispersal,
escaping,
leaching,
dumping,
or
disposing.
A-12
"
Remaining
Available
Units
"
means
the
number
of
Partnership
Common
Units
that
would
remain
eligible
for
future
grants
of
awards
under
the
Partnership Long-Term
Incentive
Plan
immediately
prior
to
the
Effective
Time,
assuming
all
outstanding
Partnership
Equity
Awards
that
were
previously
granted
thereunder became
vested
and
payable,
as
and
when
applicable,
to
the
fullest
extent
possible
(
e.g.
,
performance
conditions
are
satisfied
at
the
maximum
level)
in
accordance with
the
terms
of
such
Partnership
Equity
Awards.
"
Rollover
Units
"
has
the
meaning
set
forth
in
Section
2.4(d)
.
"
Sarbanes-Oxley
Act
"
means
the
Sarbanes-Oxley
Act
of
2002,
as
amended,
and
the
rules
and
regulations
promulgated
thereunder.
"
SEC
"
means
the
United
States
Securities
and
Exchange
Commission.
"
Securities
Act
"
means
the
Securities
Act
of
1933,
as
amended,
and
the
rules
and
regulations
promulgated
thereunder.
"
Series
B
Support
Agreement
"
has
the
meaning
set
forth
in
the
recitals
to
this
Agreement.
"
Subsidiaries
"
means,
with
respect
to
any
Person,
any
corporation,
limited
liability
company,
partnership,
association,
or
business
entity,
whether incorporated
or
unincorporated,
of
which
(a)
if
a
corporation,
a
majority
of
the
total
voting
power
of
shares
of
stock
entitled
(without
regard
to
the
occurrence
of any
contingency)
to
vote
in
the
election
of
directors,
managers,
or
trustees
thereof
is
at
the
time
owned
or
controlled,
directly
or
indirectly,
by
that
Person
or
one
or more
Subsidiaries
of
that
Person
or
a
combination
thereof,
(b)
if
a
partnership
(whether
general
or
limited),
a
general
partner
interest
is
at
the
time
owned
or controlled,
directly
or
indirectly,
by
that
Person
or
one
or
more
Subsidiaries
of
that
Person
or
a
combination
thereof
or
(c)
if
a
limited
liability
company, partnership,
association,
or
other
business
entity
(other
than
a
corporation),
a
majority
of
partnership
or
other
similar
ownership
interest
thereof
is
at
the
time owned
or
controlled,
directly
or
indirectly,
by
that
Person
or
one
or
more
Subsidiaries
of
that
Person
or
a
combination
thereof.
For
purposes
hereof,
a
Person
or Persons
shall
be
deemed
to
have
a
majority
ownership
interest
in
a
limited
liability
company,
partnership,
association,
or
other
business
entity
(other
than
a corporation)
if
such
Person
or
Persons
shall
be
allocated
a
majority
of
limited
liability
company,
partnership,
association,
or
other
business
entity
gains
or
losses.
"
Superior
Proposal
"
means
a
Bona
Fide
Acquisition
Proposal
that
either
or
both
of
the
General
Partner
Board
(upon
the
recommendation
of
the
Partnership Conflicts
Committee)
or
the
Partnership
Conflicts
Committee
has
determined
in
good
faith,
after
consultation
with
its
outside
financial
and
legal
advisors,
(a)
is reasonably
likely
to
be
consummated
in
accordance
with
its
terms,
taking
into
account
legal,
regulatory,
financial,
financing,
and
timing
aspects
of
the
proposal, and
(b)
if
consummated,
would
be
more
favorable
to
the
Holders
of
Partnership
Unaffiliated
Units
from
a
financial
point
of
view
than
the
Merger,
taking
into account,
at
the
time
of
determination,
any
changes
to
the
terms
of
this
Agreement
that,
as
of
that
time,
have
been
proposed
in
writing
by
Parent;
provided
,
however ,
that
for
purposes
of
the
definition
of
"Superior
Proposal,"
the
references
to
"20%"
in
the
definition
of
"Acquisition
Proposal"
shall
be
deemed
to
be
references
to "50%."
"
Support
Agreement
"
has
the
meaning
set
forth
in
the
recitals
of
this
Agreement.
"
Surviving
Entity
"
has
the
meaning
set
forth
in
Section
2.1(b)
.
"
Takeover
Law
"
means
any
"fair
price,"
"moratorium,"
"control
share
acquisition,"
"business
combination,"
or
any
other
anti-takeover
statute
or
similar statute
enacted
under
state
or
federal
Law.
"
Tax
"
or
"
Taxes
"
means
any
and
all
U.S.
federal,
state,
local
or
foreign
net
income,
gross
income,
gross
receipts,
sales,
use,
ad
valorem,
transfer,
franchise, capital
stock,
profits,
license,
license
fee,
environmental,
customs
duty,
unclaimed
property,
or
escheat
payments,
alternative
fuels,
mercantile,
A-13
lease,
service,
withholding,
payroll,
employment,
unemployment,
social
security,
disability,
excise,
severance,
registration,
stamp,
occupation,
premium,
property (real
or
personal),
windfall
profits,
fuel,
value
added,
alternative,
or
add
on
minimum,
estimated,
or
other
similar
taxes,
duties,
levies,
customs,
tariffs,
imposts,
or assessments
(including
public
utility
commission
property
tax
assessments)
imposed
by
any
Governmental
Authority,
together
with
any
interest,
penalties,
or additions
thereto
payable
to
any
Governmental
Authority
in
respect
thereof.
"
Tax
Return
"
means
any
return,
declaration,
report,
statement,
election,
claim
for
refund,
or
other
written
document,
together
with
all
attachments, amendments,
and
supplements
thereto,
filed
with
or
provided
to,
or
required
to
be
filed
with
or
provided
to,
a
Governmental
Authority
in
respect
of
Taxes.
"
Termination
Date
"
has
the
meaning
set
forth
in
Section
7.2(a)
.
"
Transaction
Agreements
"
means
this
Agreement,
the
Amended
and
Restated
Partnership
Agreement,
the
Amended
and
Restated
Parent
Operating Agreement,
the
Support
Agreement,
the
GIP
Support
Agreement,
the
Series
B
Support
Agreement,
and
the
Preferred
Restructuring
Agreement.
"
Transactions
"
has
the
meaning
set
forth
in
the
recitals
of
this
Agreement.
"
Transfer
Agent
"
means
American
Stock
Transfer
&
Trust
Company,
LLC.
"
Willful
Breach
"
means,
with
respect
to
any
breach
or
failure
by
a
Party
to
perform
any
of
the
covenants
or
other
agreements
contained
in
this
Agreement,
a material
breach
or
failure
to
perform
that
is
a
consequence
of
an
act
or
intentional
omission
undertaken
by
the
breaching
Party
(or
in
the
case
of
Section
5.5(a)(i) with
respect
to
the
Partnership,
the
consequence
of
an
act
or
omission
of
a
Subsidiary
of
the
Partnership,
or
of
a
Representative
of
any
Partnership
Group
Entity
at the
direction
of
such
Partnership
Group
Entity)
with
the
Knowledge
of
such
Party
that
the
taking
of,
or
failure
to
take,
such
act
would,
or
would
be
reasonably expected
to,
cause
a
material
breach
of
such
covenant
or
agreement.
Section
1.2
Rules
of
Construction.
The
division
of
this
Agreement
into
articles,
sections,
and
other
portions
and
the
insertion
of
headings
are
for convenience
of
reference
only
and
shall
not
affect
the
construction
or
interpretation
hereof.
Unless
otherwise
indicated,
all
references
to
an
"Article"
or
"Section" followed
by
a
number
or
a
letter
refer
to
the
specified
Article
or
Section
of
this
Agreement.
The
terms
"this
Agreement,"
"hereof,"
"herein,"
and
"hereunder"
and similar
expressions
refer
to
this
Agreement
(including
the
Partnership
Disclosure
Letter
and
the
Parent
Disclosure
Letter)
and
not
to
any
particular
Article,
Section, or
other
portion
hereof.
Unless
otherwise
specifically
indicated
or
the
context
otherwise
requires,
(a)
all
references
to
"dollars"
or
"$"
mean
United
States
dollars, (b)
words
importing
the
singular
shall
include
the
plural
and
vice
versa
and
words
importing
any
gender
shall
include
all
genders,
(c)
"include,"
"includes,"
and "including"
shall
be
deemed
to
be
followed
by
the
words
"without
limitation,"
and
(d)
all
words
used
as
accounting
terms
shall
have
the
meanings
assigned
to
them under
United
States
generally
accepted
accounting
principles
applied
on
a
consistent
basis
during
the
periods
involved
("
GAAP
").
In
the
event
that
any
date
on which
any
action
is
required
to
be
taken
hereunder
by
any
of
the
Parties
is
not
a
Business
Day,
such
action
shall
be
required
to
be
taken
on
the
next
succeeding
day that
is
a
Business
Day.
Reference
to
any
Party
is
also
a
reference
to
such
Party's
permitted
successors
and
assigns.
The
Exhibits
attached
to
this
Agreement
are hereby
incorporated
by
reference
into
this
Agreement
and
form
part
hereof.
Unless
otherwise
indicated,
all
references
to
an
"Exhibit"
followed
by
a
number
or
a letter
refer
to
the
specified
Exhibit
to
this
Agreement.
The
Parties
have
participated
jointly
in
the
negotiation
and
drafting
of
this
Agreement.
In
the
event
an ambiguity
or
question
of
intent
or
interpretation
arises,
it
is
the
intention
of
the
Parties
that
this
Agreement
shall
be
construed
as
if
drafted
jointly
by
the
Parties
and no
presumption
or
burden
of
proof
shall
arise
favoring
or
disfavoring
any
Person
by
virtue
of
the
authorship
of
any
of
the
provisions
of
this
Agreement.
In
this Agreement,
specific
provisions
shall
prevail
over
general
provisions.
Further,
prior
drafts
of
this
Agreement,
or
the
fact
that
any
clauses
have
been
added,
A-14
deleted,
or
otherwise
modified
from
any
prior
drafts
of
this
Agreement,
shall
not
be
used
as
an
aid
of
construction
or
otherwise
constitute
evidence
of
the
intent
of the
parties;
and
no
presumption
or
burden
of
proof
shall
arise
favoring
or
disfavoring
any
Party
by
virtue
of
such
prior
drafts.
Section
2.1
Closing;
The
Merger.
ARTICLE
II
MERGER
(a)
Closing
Date.
Subject
to
the
satisfaction
or
waiver
of
the
conditions
(other
than
those
conditions
that
are
not
legally
permitted
to
be
waived)
to
closing set
forth
in
Article
VI
,
the
closing
(the
"
Closing
")
of
the
Merger
and
the
transactions
contemplated
by
this
Section
2.1
shall
be
held
at
the
offices
of
Parent
at
1722 Routh
Street,
Suite
1300,
Dallas,
Texas
75201
on
the
second
Business
Day
following
the
satisfaction
or
waiver
(other
than
those
conditions
that
are
not
legally permitted
to
be
waived)
of
all
of
the
conditions
set
forth
in
Article
VI
(other
than
conditions
that
would
normally
be
satisfied
on
the
Closing
Date,
but
subject
to satisfaction
or
waiver
(other
than
those
conditions
that
are
not
legally
permitted
to
be
waived)
of
those
conditions)
commencing
at
9:00
a.m.
Central
Time,
or
such other
place,
date,
and
time
as
may
be
mutually
agreed
upon
in
writing
by
the
Parties;
provided,
that
the
Closing
shall
not
occur
prior
to
January
1,
2019.
The
" Closing
Date
,"
as
referred
to
herein,
shall
mean
the
date
on
which
the
Closing
actually
occurs.
(b)
The
Merger.
Upon
the
terms
and
subject
to
the
conditions
of
this
Agreement,
and
in
accordance
with
the
DRULPA
and
the
DLLCA,
at
the
Effective Time,
Merger
Sub
shall
merge
with
and
into
the
Partnership,
the
separate
existence
of
Merger
Sub
shall
cease,
and
the
Partnership
shall
continue
as
the
surviving limited
partnership
in
the
Merger
(the
"
Surviving
Entity
").
(c)
Effective
Time.
Concurrently
with
or
as
soon
as
practicable
following
the
Closing,
Parent
and
the
Partnership
shall
cause
a
certificate
of
merger effecting
the
Merger
(the
"
Certificate
of
Merger
")
to
be
filed
with
the
Secretary
of
State
of
the
State
of
Delaware,
duly
executed
in
accordance
with
the
relevant provisions
of
the
DRULPA
and
the
DLLCA,
as
applicable.
The
Merger
will
become
effective
at
such
time
as
the
Certificate
of
Merger
has
been
duly
filed
with
the Secretary
of
State
of
the
State
of
Delaware
or
at
such
later
time
and
date
as
may
be
agreed
by
the
Parties
in
writing
and
specified
in
the
Certificate
of
Merger
(the effective
time
of
the
Merger,
the
"
Effective
Time
").
Section
2.2
Effects
of
the
Merger.
(a)
Effect
of
the
Merger
on
Equity
Securities.
Subject
in
each
case
to
Section
2.3(j)
,
and
Section
2.5,
at
the
Effective
Time,
by
virtue
of
the
Merger
and without
any
action
on
the
part
of
any
Party,
any
Holder
of
Partnership
Common
Units,
Partnership
Series
B
Units,
Partnership
Series
C
Units,
or
Parent
Common Units,
or
any
other
Person:
(i)
Conversion
of
Partnership
Public
Units.
(A)
Each
of
the
Partnership
Public
Units
outstanding
immediately
prior
to
the
Effective
Time
shall
be
converted
into
the
right
to
receive
1.15 Parent
Common
Units,
each
of
which,
when
issued,
shall
be
validly
issued,
fully
paid,
and
nonassessable
(the
"
Merger
Consideration
"
and
such ratio,
the
"
Exchange
Ratio
").
(B)
Each
Partnership
Public
Unit,
upon
being
converted
into
the
right
to
receive
the
Merger
Consideration
pursuant
to
this
Section
2.2(a)(i)(A) ,
shall
cease
to
be
outstanding
and
shall
be
canceled
and
retired
and
shall
cease
to
exist,
and
each
Holder
of
such
Partnership
Public
Units immediately
prior
to
the
Effective
Time
shall
thereafter
cease
to
be
a
limited
partner
of
the
Partnership
or
have
any
rights
with
respect
to
such Partnership
Public
Units,
except
the
right
to
receive
the
Merger
Consideration
and
any
distributions
to
which
such
former
Holder
of
Partnership Public
Units
becomes
entitled
pursuant
to
Section
2.3(h)
,
and
A-15
Section
2.3(i)
upon
the
surrender
of
(1)
a
certificate
that
immediately
prior
to
the
Effective
Time
represented
such
Holder's
Partnership
Public
Units (a
"
Common
Unit
Certificate
"),
if
any,
or
(2)
such
Holder's
uncertificated
Partnership
Public
Units
represented
by
book-entry
("
Book-Entry Common
Units
"),
in
each
case,
together
with
a
properly
completed
and
duly
executed
Letter
of
Transmittal
and
such
other
documents
as
are required
in
accordance
with
Section
2.3
.
(ii)
Treatment
of
Partnership
Series
B
Units.
All
of
the
Partnership
Series
B
Units
issued
and
outstanding
immediately
prior
to
the
Effective
Time shall,
at
the
Effective
Time,
continue
to
be
issued
and
outstanding
and
represent
a
limited
partner
interest
in
the
Surviving
Entity
and
the
terms
thereof
shall be
amended
as
set
forth
in
the
Amended
and
Restated
Partnership
Agreement.
No
consideration
shall
be
delivered
to
the
Holders
of
such
Partnership Series
B
Units
in
respect
thereof.
(iii)
Treatment
of
Partnership
Series
C
Units.
All
of
the
Partnership
Series
C
Units
issued
and
outstanding
immediately
prior
to
the
Effective Time
shall,
at
the
Effective
Time,
continue
to
be
issued
and
outstanding
and
represent
a
limited
partner
interest
in
the
Surviving
Entity.
No
consideration shall
be
delivered
to
the
Holders
of
such
Partnership
Series
C
Units
in
respect
thereof.
(iv)
Treatment
of
Partnership-Owned
and
Parent-Owned
Partnership
Interests.
(A)
Any
Partnership
Common
Units
that
are
owned
immediately
prior
to
the
Effective
Time
by
the
Partnership
shall
be
automatically canceled
and
shall
cease
to
exist.
No
consideration
shall
be
delivered
to
the
Partnership
in
respect
thereof.
(B)
All
of
(1)
the
Partnership
Common
Units
that
are
owned
immediately
prior
to
the
Effective
Time
by
the
Parent
Group
Entities
and
(2)
the Partnership
General
Partner
Interest
shall
be
unaffected
by
the
Merger
and
shall
remain
outstanding
in
the
Surviving
Entity
as
set
forth
in
the Amended
and
Restated
Partnership
Agreement,
and
such
Partnership
Common
Units
and
Partnership
General
Partner
Interest
shall
continue
to represent
partnership
interests
in
the
Surviving
Entity.
No
consideration
shall
be
delivered
to
the
Parent
Group
Entities
or
the
General
Partner
in respect
thereof.
(C)
The
Incentive
Distribution
Rights
that
are
owned
immediately
prior
to
the
Effective
Time
by
the
General
Partner
shall
be
cancelled
and cease
to
exist.
No
consideration
shall
be
delivered
to
the
General
Partner
in
respect
thereof.
(v)
Conversion
of
Equity
of
Merger
Sub.
The
Merger
Sub
Membership
Interest
issued
and
outstanding
immediately
prior
to
the
Effective
Time shall
be
converted
into
an
aggregate
number
of
common
units
of
the
Surviving
Entity
equal
to
the
number
of
Partnership
Public
Units
that
are
converted into
the
right
to
receive
the
Merger
Consideration
pursuant
to
Section
2.2(a)(i)
,
and
Parent
or
its
designated
wholly
owned
Subsidiary
shall
be
admitted
as, or
continue
as,
a
limited
partner
of
the
Surviving
Entity.
At
the
Effective
Time,
the
books
and
records
of
the
Partnership
shall
be
revised
to
reflect
(x)
the
cancellation
and
retirement
of
all
Partnership
Public
Units and
(y)
the
conversion
of
the
Merger
Sub
Membership
Interest
to
common
units
of
the
Surviving
Entity,
and
the
existence
of
the
Partnership
shall
continue without
dissolution.
(b)
Governing
Documents
of
the
Surviving
Entity.
At
the
Effective
Time,
(i)
the
certificate
of
limited
partnership
of
the
Partnership
as
in
effect immediately
prior
to
the
Effective
Time
shall
remain
unchanged
and
shall
be
the
certificate
of
limited
partnership
of
the
Surviving
Entity
from
and
after
the Effective
Time,
until
duly
amended
in
accordance
with
applicable
Law,
and
(ii)
the
Partnership
Agreement
shall
be
amended
and
restated
in
its
entirety
as
set
forth in
the
Tenth
Amended
and
A-16
Restated
Agreement
of
Limited
Partnership
of
the
Partnership,
in
the
form
attached
hereto
as
Exhibit
F
(the
"
Amended
and
Restated
Partnership
Agreement
")
and the
Amended
and
Restated
Partnership
Agreement
shall
be
the
limited
partnership
agreement
of
the
Partnership
from
and
after
the
Effective
Time,
until
duly amended
in
accordance
with
the
terms
thereof
and
applicable
Law.
(c)
Other
Effects
of
the
Merger.
The
Merger
shall
be
conducted
in
accordance
with
and
shall
have
the
effects
set
forth
in
this
Agreement
and
the applicable
provisions
of
the
DRULPA
and
the
DLLCA.
Section
2.3
Exchange
of
Partnership
Public
Units.
(a)
Exchange
Agent.
Prior
to
the
Closing
Date,
Parent
shall
appoint
an
exchange
agent
reasonably
acceptable
to
the
Partnership
(the
"
Exchange
Agent
") for
the
purpose
of
exchanging
Common
Unit
Certificates
(or
effective
affidavits
of
loss
in
lieu
thereof)
and
Book-Entry
Common
Units
for
the
Merger Consideration.
Parent
shall
pay
all
costs
and
fees
of
the
Exchange
Agent
and
all
expenses
associated
with
the
exchange
process.
(b)
Exchange
Procedures.
Promptly,
but
in
no
event
more
than
five
Business
Days
following,
the
Effective
Time,
Parent
will
send,
or
will
cause
the Exchange
Agent
to
send,
to
each
Holder
of
Partnership
Public
Units
as
of
the
Effective
Time
a
Letter
of
Transmittal
(which
shall
specify
that
the
delivery
shall
be effected,
and
risk
of
loss
and
title
shall
pass,
only
upon
proper
delivery
of
the
Common
Unit
Certificates
(or
effective
affidavits
of
loss
in
lieu
thereof)
and
BookEntry
Common
Units
to
the
Exchange
Agent)
in
customary
form,
with
such
other
provisions
as
Parent
and
the
Partnership
may
reasonably
agree
prior
to
the Effective
Time,
including
instructions
for
use
in
effecting
the
surrender
of
Common
Unit
Certificates
(or
effective
affidavits
of
loss
in
lieu
thereof)
and
Book-Entry Common
Units
to
the
Exchange
Agent
in
exchange
for
the
Merger
Consideration.
(c)
Deposit.
At
or
prior
to
the
Closing,
Parent
shall
cause
to
be
deposited
with
the
Exchange
Agent,
in
trust
for
the
benefit
of
the
Holders
of
the Partnership
Public
Units,
an
amount
of
Parent
Common
Units
(which
shall
be
in
non-certificated
book-entry
form)
issuable
upon
due
surrender
of
the
Common Unit
Certificates
(or
effective
affidavits
of
loss
in
lieu
thereof)
or
Book-Entry
Common
Units,
as
applicable,
pursuant
to
the
provisions
of
this
Article
II
.
Following the
Effective
Time,
Parent
agrees
to
deposit
with
the
Exchange
Agent,
from
time
to
time
as
needed,
cash
in
U.S.
dollars
sufficient
to
pay
any
distributions
pursuant to
Section
2.3(h)
and
any
Parent
Common
Units
sufficient
to
pay
any
Merger
Consideration,
in
each
case,
that
may
be
payable
from
time
to
time
following
the Effective
Time.
All
book-entry
units
representing
Parent
Common
Units
deposited
with,
and
cash
made
available
to,
the
Exchange
Agent
(including
pursuant
to Section
2.3(j)
)
shall
be
referred
to
in
this
Agreement
as
the
"
Exchange
Fund
."
The
Exchange
Agent
shall,
pursuant
to
irrevocable
instructions,
deliver
the
Merger Consideration
contemplated
to
be
issued
or
paid
pursuant
to
this
Article
II
and
such
distributions
as
any
Holder
of
Partnership
Public
Units
may
be
entitled
to receive
pursuant
to
Section
2.3(h)
out
of
the
Exchange
Fund.
The
Exchange
Fund
shall
not
be
used
for
any
other
purpose.
The
Exchange
Agent
shall
invest
any cash
included
in
the
Exchange
Fund
as
directed
by
Parent;
provided
that
no
such
investment
or
losses
thereon
shall
affect
the
Merger
Consideration
payable
to Holders
of
the
Partnership
Public
Units
and
Parent
shall
promptly
cause
to
be
provided
additional
funds
to
the
Exchange
Agent
for
the
benefit
of
the
Holders
of
the Partnership
Public
Units
in
the
amount
of
any
such
losses.
(d)
Exchange.
Each
Holder
of
Partnership
Public
Units
that
have
been
converted
into
the
right
to
receive
the
Merger
Consideration,
upon
surrender
to
the Exchange
Agent
of
a
properly
completed
letter
of
transmittal,
duly
executed
and
completed
in
accordance
with
the
instructions
thereto
(a
"
Letter
of
Transmittal
"), Common
Unit
Certificates
(or
effective
affidavits
of
loss
in
lieu
thereof),
if
any,
or
Book-Entry
Common
Units
and
such
other
documents
as
may
reasonably
be required
by
the
Exchange
Agent,
will
be
entitled
to
receive
in
exchange
therefor
(i)
the
number
of
Parent
Common
Units
representing,
in
the
aggregate,
the
whole number
of
Parent
Common
Units
that
such
Holder
has
the
A-17
right
to
receive
in
accordance
with
the
provisions
of
this
Article
II
and
(ii)
a
check
in
the
amount
of
such
distributions
as
such
Holder
has
the
right
to
receive pursuant
to
Section
2.3(h)
.
The
Merger
Consideration
and
such
other
amounts
as
reflected
in
the
immediately
preceding
sentence
shall
be
paid
to
each
Holder
of Partnership
Public
Units
as
promptly
as
practicable
after
receipt
by
the
Exchange
Agent
of
the
Common
Unit
Certificates
(or
effective
affidavits
of
loss
in
lieu thereof),
if
any,
or
Book-Entry
Common
Units
and
Letter
of
Transmittal
from
such
Holder
in
accordance
with
the
foregoing.
No
interest
shall
be
paid
or
accrued on
any
Merger
Consideration
or
on
unpaid
distributions
payable
to
Holders
of
Partnership
Public
Units
pursuant
to
Section
2.3(h)
.
Until
so
surrendered,
each
such Partnership
Public
Unit
shall,
after
the
Effective
Time,
represent
for
all
purposes
only
the
right
to
receive
such
Merger
Consideration.
The
Merger
Consideration paid
upon
surrender
of
a
Common
Unit
Certificate
(or
effective
affidavit
of
loss
in
lieu
thereof)
or
Book-Entry
Common
Unit
shall
be
deemed
to
have
been
paid
in full
satisfaction
of
all
rights
pertaining
to
the
Partnership
Public
Unit
represented
thereby.
(e)
Other
Payees.
If
any
payment
is
to
be
made
to
a
Person
other
than
the
Person
in
whose
name
the
applicable
surrendered
Common
Unit
Certificate
(or effective
affidavit
of
loss
in
lieu
thereof)
or
Book-Entry
Common
Unit
is
registered,
it
shall
be
a
condition
of
such
payment
that
the
Person
requesting
such payment
shall
pay
any
transfer
or
other
similar
Taxes
required
by
reason
of
the
making
of
such
payment
to
a
Person
other
than
the
registered
Holder
of
the surrendered
Common
Unit
Certificate
(or
effective
affidavit
of
loss
in
lieu
thereof)
or
Book-Entry
Common
Unit
or
shall
establish
to
the
satisfaction
of
Parent
and the
Exchange
Agent
that
such
Tax
has
been
paid
or
is
not
payable.
If
any
portion
of
the
Merger
Consideration
is
to
be
registered
in
the
name
of
a
Person
other
than the
Person
in
whose
name
the
applicable
surrendered
Common
Unit
Certificate
(or
effective
affidavit
of
loss
in
lieu
thereof)
or
Book-Entry
Common
Unit
is registered,
it
shall
be
a
condition
to
the
registration
thereof
that
any
surrendered
certificate
shall
be
properly
endorsed
or
otherwise
be
in
proper
form
for
transfer and
that
the
Person
requesting
such
delivery
of
the
Merger
Consideration
shall
pay
to
the
Exchange
Agent
any
transfer
or
other
similar
Taxes
required
as
a
result
of such
registration
in
the
name
of
a
Person
other
than
the
registered
Holder
of
such
Common
Unit
Certificate
(or
effective
affidavit
of
loss
in
lieu
thereof)
or
BookEntry
Common
Unit
or
establish
to
the
satisfaction
of
Parent
and
the
Exchange
Agent
that
such
Tax
has
been
paid
or
is
not
payable.
(f)
No
Further
Transfers.
From
and
after
the
Effective
Time,
there
shall
be
no
further
registration
on
the
books
of
the
Partnership
of
transfers
of Partnership
Public
Units.
From
and
after
the
Effective
Time,
the
Holders
of
Common
Unit
Certificates
(or
effective
affidavits
of
loss
in
lieu
thereof)
or
Book-Entry Common
Units
outstanding
immediately
prior
to
the
Effective
Time
shall
cease
to
have
any
rights
with
respect
to
the
Partnership
Public
Units
represented
thereby except
as
otherwise
provided
in
this
Agreement
or
by
applicable
Law.
If,
after
the
Effective
Time,
Common
Unit
Certificates
(or
effective
affidavits
of
loss
in
lieu thereof)
or
Book-Entry
Common
Units
are
presented
to
the
Exchange
Agent
or
Parent,
they
shall
be
canceled
and
exchanged
for
the
consideration
provided
for, and
in
accordance
with
the
procedures
set
forth
in,
this
Article
II
.
(g)
Termination
of
Exchange
Fund.
Any
portion
of
the
Exchange
Fund
that
remains
unclaimed
by
the
Holders
of
Partnership
Public
Units
12
months after
the
Effective
Time
shall
be
returned
to
Parent,
upon
demand,
and
any
such
Holder
who
has
not
exchanged
such
Holder's
Partnership
Public
Units
for
the Merger
Consideration
in
accordance
with
this
Section
2.3
prior
to
that
time
shall
thereafter
look
only
to
Parent
for
delivery
of
the
Merger
Consideration
in
respect of
such
Holder's
Partnership
Public
Units.
Anything
to
the
contrary
in
this
Section
2.3(g)
notwithstanding,
Parent,
the
Partnership,
and
the
Surviving
Entity
shall not
be
liable
to
any
Holder
of
Partnership
Public
Units
for
any
Merger
Consideration
duly
delivered
to
a
public
official
pursuant
to
applicable
abandoned
property Laws.
Any
Merger
Consideration
remaining
unclaimed
by
any
Holder
of
Partnership
Public
Units
immediately
prior
to
such
time
as
such
amounts
would
otherwise escheat
to,
or
become
property
of,
A-18
any
Governmental
Authority
shall,
to
the
extent
permitted
by
applicable
Law,
become
the
property
of
Parent
free
and
clear
of
any
claims
or
interest
of
any
Person previously
entitled
thereto.
(h)
Distributions.
No
distributions
declared
or
made
with
respect
to
Parent
Common
Units
issued
in
the
Merger
shall
be
paid
to
the
Holder
of
any unsurrendered
Common
Unit
Certificate
(or
effective
affidavit
of
loss
in
lieu
thereof)
or
Book-Entry
Common
Unit
until
such
Common
Unit
Certificate
(or effective
affidavit
of
loss
in
lieu
thereof)
or
Book-Entry
Common
Unit
is
surrendered
as
provided
in
this
Section
2.3
.
Following
such
surrender,
subject
to
the effect
of
escheat,
Tax,
or
other
applicable
Law,
Parent
shall
(i)
cause
the
Exchange
Agent
to
pay
to
each
Holder
of
a
Common
Unit
Certificate
(or
effective affidavit
of
loss
in
lieu
thereof)
or
Book-Entry
Unit,
without
interest,
promptly
after
the
time
of
such
surrender,
the
amount
of
all
distributions,
if
any,
not previously
paid
to
such
Holder
that
are
payable
in
respect
of
Parent
Common
Units
issued
with
respect
thereto
that
have
a
record
date
after
the
Effective
Time
and a
payment
date
on
or
prior
to
the
date
of
such
surrender,
and
(ii)
at
the
appropriate
payment
date,
pay
to
each
Holder
of
Parent
Common
Units
issuable
with
respect to
such
Common
Unit
Certificate
(or
effective
affidavit
of
loss
in
lieu
thereof)
or
Book-Entry
Unit
the
amount
of
distributions
payable
in
respect
of
such
Parent Common
Units
that
have
a
record
date
after
the
Effective
Time
and
prior
to
the
date
of
surrender
but
with
a
payment
date
subsequent
to
such
surrender.
For purposes
of
distributions
in
respect
of
Parent
Common
Units,
all
Parent
Common
Units
to
be
issued
pursuant
to
the
Merger
shall
be
entitled
to
distributions pursuant
to
the
immediately
preceding
sentence
as
if
issued
and
outstanding
as
of
the
Effective
Time.
(i)
No
Further
Rights
in
Partnership
Public
Units.
All
Merger
Consideration
issued
upon
the
surrender
of
Common
Unit
Certificates
(or
effective affidavit
of
loss
in
lieu
thereof)
or
Book-Entry
Units
in
accordance
with
the
terms
of
this
Section
2.3
shall
be
deemed
to
have
been
issued
(and
paid)
in
full satisfaction
of
all
rights
pertaining
to
Partnership
Public
Units
represented
thereby,
subject,
however,
to
Parent's
obligation,
with
respect
to
Partnership
Public
Units outstanding
immediately
prior
to
the
Effective
Time,
to
pay
any
distributions
with
a
record
date
prior
to
the
Effective
Time
that
were
declared
on
or
prior
to
the Effective
Time
by
the
Partnership
in
respect
of
such
Partnership
Public
Units
in
accordance
with
the
terms
of
this
Agreement
and
that
remain
unpaid
at
the Effective
Time.
Prior
to
the
Effective
Time,
the
Partnership
shall
deposit
with
the
Transfer
Agent
the
aggregate
amount
of
all
declared
but
unpaid
distributions payable
in
respect
of
Partnership
Public
Units
that
have
a
record
date
prior
to
the
Effective
Time
but
that
have
a
payment
date
after
the
Effective
Time,
and
Parent shall
cause
the
Transfer
Agent
to
pay
such
distributions
to
the
Partnership
Public
Unitholder
on
the
payment
date
of
such
distributions.
(j)
No
Fractional
Units.
No
certificates
or
scrip
representing
fractional
Parent
Common
Units
shall
be
issued
upon
the
surrender
for
exchange
of Common
Unit
Certificates
(or
effective
affidavits
of
loss
in
lieu
thereof)
or
Book-Entry
Common
Units.
Anything
to
the
contrary
in
this
Article
II
notwithstanding, all
fractional
Parent
Common
Units
that
a
Holder
of
Partnership
Public
Units
converted
pursuant
to
the
Merger
would
otherwise
be
entitled
to
receive
as
Merger Consideration
in
the
Merger
(after
taking
into
account
all
Common
Unit
Certificates
(or
effective
affidavits
of
loss
in
lieu
thereof)
or
Book-Entry
Common
Units held
by
such
Holder)
will
be
aggregated
and
then,
if
a
fractional
Parent
Common
Unit
results
from
that
aggregation,
be
rounded
up
to
the
nearest
whole
Parent Common
Unit.
(k)
Lost,
Stolen
or
Destroyed
Certificates.
If
any
Common
Unit
Certificate
shall
have
been
lost,
stolen,
or
destroyed,
upon
the
making
of
an
affidavit
of that
fact
by
the
Person
claiming
such
Common
Unit
Certificate
to
be
lost,
stolen,
or
destroyed
and,
if
required
by
Parent,
the
posting
by
such
Person
of
a
bond,
in such
reasonable
amount
as
Parent
may
direct,
as
indemnity
against
any
claim
that
may
be
made
against
it
with
respect
to
such
Common
Unit
Certificate,
the Exchange
Agent
will
issue
in
exchange
for
such
lost,
stolen,
or
destroyed
certificate
the
Merger
Consideration
to
be
paid
in
respect
of
the
Partnership
Public Unit(s)
represented
by
such
Common
Unit
Certificate
as
contemplated
by
this
Article
II
and
pay
any
distributions
pursuant
to
Section
2.3(h)
.
A-19
(l)
Withholding
Taxes.
Parent,
the
Partnership
and
the
Exchange
Agent
shall
be
entitled
to
deduct
and
withhold
from
the
consideration
otherwise
payable to
any
Person
pursuant
to
this
Agreement
such
amounts
as
are
required
to
be
deducted
and
withheld
with
respect
to
the
making
of
such
payment
under
the
Internal Revenue
Code
of
1986,
as
amended
(the
"
Code
"),
and
the
Treasury
Regulations
promulgated
thereunder,
or
under
any
provision
of
applicable
state,
local,
or
nonU.S.
Tax
Law
(and
to
the
extent
deduction
and
withholding
is
required,
such
deduction
and
withholding
may
be
taken
in
Parent
Common
Units).
To
the
extent amounts
are
so
withheld
and
timely
paid
over
to
the
appropriate
Tax
authority,
such
withheld
amounts
shall
be
treated
for
all
purposes
of
this
Agreement
as
having been
paid
to
the
Person
in
respect
of
whom
such
withholding
was
made.
If
withholding
is
taken
in
Parent
Common
Units,
Parent
or
the
Exchange
Agent
shall
be treated
as
having
sold
such
Parent
Common
Units
for
an
amount
of
cash
equal
to
the
fair
market
value
of
such
Parent
Common
Units
at
the
time
of
such
deemed sale
and
paid
such
cash
proceeds
to
the
appropriate
Tax
authority.
(m)
No
Dissenters'
or
Appraisal
Rights.
No
dissenters'
or
appraisal
rights
shall
be
available
with
respect
to
the
Transactions.
Section
2.4
Equity
Incentive
Award
Matters.
(a)
Conversion
of
Partnership
Equity
Awards,
Etc.
Each
award
with
respect
to
Partnership
Common
Units
that
is
outstanding
under
the
Partnership Long-Term
Incentive
Plan
immediately
prior
to
the
Effective
Time
("
Partnership
Equity
Award
")
shall,
as
of
the
Effective
Time,
automatically
and
without
any action
on
the
part
of
the
holder
thereof,
be
converted
into
the
right
to
receive
a
comparable
award
("
Parent
Replacement
Award
")
with
respect
to
Parent
Common Units
in
accordance
with
the
following:
(i)
Each
Partnership
Equity
Award
consisting
of
Partnership
Restricted
Incentive
Units
shall,
as
of
the
Effective
Time,
be
converted
into
an
award with
respect
to
Parent
Common
Units
pursuant
to
a
Parent
Replacement
Award
("
Parent
Replacement
RIU
Award
")
with
substantially
the
same
terms
that were
in
effect
immediately
prior
to
the
Effective
Time;
provided
that
such
Parent
Replacement
RIU
Award
shall
relate
to
a
number
of
Parent
Common Units
based
on
the
product
obtained
by
multiplying
the
number
of
Partnership
Common
Units
subject
to
such
Partnership
Equity
Award
by
the
Exchange Ratio,
rounded
up
to
the
nearest
whole
Parent
Common
Unit.
(ii)
Each
Partnership
Equity
Award
consisting
of
Partnership
Performance
Units
shall,
as
of
the
Effective
Time,
be
converted
into
an
award
with respect
to
Parent
Common
Units
pursuant
to
a
Parent
Replacement
Award
("
Parent
Replacement
PU
Award
")
with
substantially
the
same
terms
that
were in
effect
immediately
prior
to
the
Effective
Time;
provided
that
such
Parent
Replacement
PU
Award
shall
(A)
relate
to
a
number
of
Parent
Common
Units based
on
the
product
obtained
by
multiplying
the
number
of
Partnership
Common
Units
subject
to
such
Partnership
Equity
Award
by
the
Exchange
Ratio, rounded
up
to
the
nearest
whole
Parent
Common
Unit;
and
(B)
be
subject
to
the
Performance
Metric
Adjustment.
(iii)
Each
Partnership
Equity
Award
consisting
of
Partnership
Unit
Options
shall,
as
of
the
Effective
Time,
be
converted
into
an
award
with
respect
to Parent
Common
Units
pursuant
to
a
Parent
Replacement
Award
("
Parent
Replacement
Option
Award
")
with
substantially
the
same
terms
that
were
in effect
immediately
prior
to
the
Effective
Time;
provided
that
such
Parent
Replacement
Option
Award
shall
(A)
relate
to
a
number
of
Parent
Common
Units based
on
the
product
obtained
by
multiplying
the
number
of
Partnership
Common
Units
subject
to
such
Partnership
Equity
Award
by
the
Exchange
Ratio, rounded
down
to
the
nearest
whole
Parent
Common
Unit;
and
(B)
have
an
exercise
price
per
each
applicable
Parent
Common
Unit
based
on
the
quotient obtained
by
dividing
the
exercise
price
in
respect
of
a
Partnership
Common
Unit
under
such
Partnership
Equity
Award
by
the
Exchange
Ratio,
rounded
up to
the
nearest
whole
cent.
A-20
(iv)
To
the
extent
applicable
with
respect
to
Partnership
Equity
Awards
described
in
Section
2.4(a)(i)
and
(ii)
and
pursuant
to
this
Section
2.4(a)(iv)
, holders
of
such
Partnership
Equity
Awards
shall,
for
periods
on
and
after
the
Effective
Time,
remain
eligible
to
receive
payment
of
certain
Distribution Equivalent
Payments
(as
defined
in
the
applicable
award
agreements
that
govern
such
Partnership
Equity
Awards)
in
respect
of
such
Partnership
Equity Awards.
Such
eligibility
shall
apply
with
respect
to
any
Distribution
Equivalent
Payments
which
(A)
have
accrued
in
respect
of
any
General
Distributions (as
defined
in
the
applicable
award
agreements
that
govern
such
Partnership
Equity
Awards)
that
are
declared
or
made
prior
to
the
Effective
Time,
and (B)
remain
unpaid
as
of
the
Effective
Time.
The
payment,
if
any,
of
such
Distribution
Equivalent
Payments
shall
be
subject
to
the
terms
and
conditions
of the
applicable
award
agreements
that
govern
such
Partnership
Equity
Awards
to
the
extent
such
terms
and
conditions
relate
to
the
calculation,
vesting,
and payment
of
such
Distribution
Equivalent
Payments,
it
being
understood
that,
for
periods
on
and
after
the
Effective
Time,
such
Partnership
Equity
Awards shall
be
converted
into
Parent
Replacement
Awards
in
accordance
with
Section
2.4(a)(i)
and
(ii)
,
as
applicable.
(b)
Adjustment
of
Parent
Legacy
PU
Awards.
Each
award
with
respect
to
Parent
Common
Units
that
is
outstanding
immediately
prior
to
the
Effective Time
under
the
Parent
Long-Term
Incentive
Plan
("
Parent
Equity
Award
")
and
consisting
of
Parent
Performance
Units
("
Parent
Legacy
PU
Award
")
shall,
as
of the
Effective
Time,
be
subject
to
substantially
the
same
terms
that
were
in
effect
immediately
prior
to
the
Effective
Time;
provided
that
such
Parent
Legacy
PU Award
shall
be
subject
to
the
Performance
Metric
Adjustment.
(c)
Adoption
and
Restatement
of
the
Partnership
Long-Term
Incentive
Plan.
Prior
to
the
Effective
Time,
the
applicable
Partnership
LTIP
Responsible Parties
and
Parent
LTIP
Responsible
Parties
shall
cause
Parent
to
adopt
and
restate
the
Partnership
Long-Term
Incentive
Plan,
such
that,
for
periods
on
and
after the
Effective
Time,
(i)
the
Partnership
Long-Term
Incentive
Plan
shall
be
continued
by
Parent,
all
obligations
thereunder
(including
the
Partnership
Equity
Awards as
converted
pursuant
to
Section
2.4(a)
)
shall
be
assumed
by
Parent,
and,
subject
to
this
Section
2.4
,
such
plan
shall
continue
in
effect
in
accordance
with
its terms;
(ii)
all
references
to
Partnership
Common
Units
in
the
Partnership
Long-Term
Incentive
Plan
shall
be
substituted
with
references
to
Parent
Common
Units; (iii)
all
references
relating
to
the
Partnership
and
the
General
Partner
in
the
Partnership
Long-Term
Incentive
Plan
shall,
as
appropriate,
be
substituted
with references
relating
to
Parent
and
Parent
Managing
Member,
respectively;
(iv)
the
Partnership
Long-Term
Incentive
Plan
shall
be
frozen,
such
that
no
additional grants
with
respect
to
the
Remaining
Available
Units,
whether
in
respect
of
Partnership
Common
Units
or
Parent
Common
Units,
shall
be
made
on
or
after
the Effective
Time
under
the
Partnership
Long-Term
Incentive
Plan
(but
may
be
made
in
respect
of
the
Parent
Long-Term
Incentive
Plan
as
further
described
in Section
2.4(d)
below);
(v)
no
participant
in
the
Partnership
Long-Term
Incentive
Plan
shall
have
any
right
to
acquire
Partnership
Common
Units
under
the Partnership
Long-Term
Incentive
Plan
from
and
after
the
Effective
Time;
and
(vi)
other
appropriate
provisions
are
updated
in,
or
added
to,
the
Partnership
LongTerm
Incentive
Plan
to
reflect,
and
give
effect
to,
the
transactions
contemplated
by
this
Section
2.4
.
(d)
Restatement
of
the
Parent
Long-Term
Incentive
Plan.
Prior
to
the
Effective
Time,
the
applicable
Parent
LTIP
Responsible
Parties
shall
cause
Parent to
restate
the
Parent
Long-Term
Incentive
Plan,
such
that,
for
periods
on
and
after
the
Effective
Time,
(i)
the
Remaining
Available
Units
shall
be
converted
into, and
included
among
the,
Parent
Common
Units
that
are
available
for
new
grants
of
Parent
Equity
Awards
under
the
Parent
Long-Term
Incentive
Plan,
which Remaining
Available
Units
shall
relate
to
such
number
of
Parent
Common
Units
that
is
based
on
the
product
obtained
by
multiplying
the
number
of
the
Remaining Available
Units
by
the
Exchange
Ratio,
rounded
down
to
the
nearest
whole
Parent
Common
Unit
("
Rollover
Units
");
(ii)
all
references
relating
to
the
Partnership and
the
General
Partner
in
the
Parent
Long-Term
Incentive
Plan
shall,
as
appropriate,
be
A-21
removed
or
substituted
with
references
relating
to
Parent
and
Parent
Managing
Member,
respectively;
and
(iii)
other
appropriate
provisions
are
updated
in,
or added
to,
the
Parent
Long-Term
Incentive
Plan
to
reflect,
and
give
effect
to,
the
transactions
contemplated
by
this
Section
2.4
.
(e)
Other
Required
Actions.
The
applicable
Partnership
LTIP
Responsible
Parties
and
Parent
LTIP
Responsible
Parties
shall
adopt
resolutions
and
take, or
cause
to
be
taken,
all
other
actions
as
and
when
appropriate,
necessary,
or
required
in
accordance
with
applicable
Law,
NYSE
rules,
and
the
terms
and conditions
of
the
Partnership
Long-Term
Incentive
Plan
and
Parent
Long-Term
Incentive
Plan
(including,
the
award
agreements
in
respect
of
awards
granted thereunder)
to
give
effect
to
the
transactions
described
in
this
Section
2.4
.
Section
2.5
Certain
Adjustments.
Anything
to
the
contrary
in
this
Article
II
notwithstanding
(but
without
in
any
way
limiting
the
covenants
in Section
5.1
),
if
between
the
date
of
this
Agreement
and
the
Effective
Time
the
number
of
outstanding
the
Partnership
Common
Units
or
Parent
Common
Units shall
have
been
changed
into
a
different
number
of
units
or
a
different
class
or
series
by
reason
of
the
occurrence
or
record
date
of
any
unit
dividend,
subdivision, reclassification,
recapitalization,
split,
split-up,
unit
distribution,
combination,
exchange
of
units
or
similar
transaction,
the
Exchange
Ratio
shall
be
appropriately adjusted
to
reflect
fully
the
effect
of
such
unit
dividend,
subdivision,
reclassification,
recapitalization,
split,
split-up,
unit
distribution,
combination,
exchange
of units,
or
similar
transaction
and
to
provide
the
Holders
of
Partnership
Public
Units
the
same
economic
effect
as
contemplated
by
this
Agreement
prior
to
such event.
ARTICLE
III
REPRESENTATIONS
AND
WARRANTIES
OF
THE
PARTNERSHIP
PARTIES
The
Partnership
Parties
hereby
represent
and
warrant
to
the
Parent
Parties,
except
as
set
forth
in
(x)
the
Partnership
SEC
Documents
filed
with
or
furnished
to the
SEC
on
or
after
December
31,
2017
and
prior
to
the
date
of
this
Agreement
(but
excluding
any
disclosure
contained
in
any
such
Partnership
SEC
Documents under
the
heading
"Risk
Factors"
or
"Disclosure
Regarding
Forward-Looking
Statements"
or
similar
heading
(other
than
any
factual
information
set
forth
under such
headings))
or
(y)
the
Partnership
Disclosure
Letter
(it
being
understood
that
any
information
set
forth
on
any
Schedule
of
the
Partnership
Disclosure
Letter shall
be
deemed
to
be
disclosed
with
respect
to
any
other
section
or
subsection
of
this
Agreement
to
which
it
is
reasonably
apparent
on
its
face
that
such information
is
relevant
to
other
sections
or
subsections
of
this
Agreement),
as
follows:
Section
3.1
Organization;
Qualification.
(a)
The
Partnership
is
a
limited
partnership
duly
organized,
validly
existing,
and
in
good
standing
under
the
laws
of
the
State
of
Delaware
and
has
all requisite
limited
partnership
power
and
authority
to
own,
lease,
and
operate
its
properties
and
to
carry
on
its
business
as
now
conducted.
The
Partnership
is duly
qualified,
registered,
or
licensed
to
do
business
as
a
foreign
limited
partnership
and
is
in
good
standing
in
each
jurisdiction
in
which
the
property owned,
leased,
or
operated
by
it
or
the
nature
of
the
business
conducted
by
it
makes
such
qualification
necessary,
except
where
the
failure
to
be
so
duly qualified,
registered,
or
licensed
and
in
good
standing
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to
have
a
Partnership
Material Adverse
Effect.
(b)
The
General
Partner
is
a
limited
liability
company
duly
organized,
validly
existing,
and
in
good
standing
under
the
laws
of
the
State
of
Delaware and
has
all
requisite
limited
liability
company
power
and
authority
to
own,
lease,
and
operate
its
properties
and
to
carry
on
its
business
as
now
conducted. The
General
Partner
is
duly
qualified,
registered,
or
licensed
to
do
business
as
a
foreign
limited
liability
company
and
is
in
good
standing
in
each jurisdiction
in
which
the
property
owned,
leased,
or
operated
by
it
or
the
nature
of
the
business
conducted
by
it
makes
such
A-22
qualification
necessary,
except
where
the
failure
to
be
so
duly
qualified,
registered,
or
licensed
and
in
good
standing
would
not,
individually
or
in
the aggregate,
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect.
(c)
Each
of
the
Partnership
Subsidiaries
is
a
corporation,
limited
liability
company,
or
limited
partnership,
as
applicable,
duly
organized,
validly existing,
and
in
good
standing
under
the
laws
of
its
state
of
organization
and
has
all
requisite
corporate,
limited
liability
company,
or
limited
partnership,
as applicable,
power
and
authority
to
own,
lease,
and
operate
its
properties
and
to
carry
on
its
business
as
now
conducted.
Each
of
the
Partnership
Subsidiaries is
duly
qualified,
registered,
or
licensed
to
do
business
as
a
foreign
corporation,
limited
liability
company,
or
limited
partnership,
as
applicable,
and
is
in good
standing
in
each
jurisdiction
in
which
the
property
owned,
leased,
or
operated
by
it
or
the
nature
of
the
business
conducted
by
it
makes
such qualification
necessary,
except
where
the
failure
to
be
so
duly
qualified,
registered,
or
licensed
and
in
good
standing
would
not,
individually
or
in
the aggregate,
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect.
Section
3.2
Authority;
Enforceability.
(a)
Each
of
the
Partnership
Parties
has
full
limited
liability
company
or
limited
partnership,
as
applicable,
power
and
authority
to
execute
and
deliver this
Agreement
and
the
other
Transaction
Agreements
to
which
it
is
a
party
and,
subject
to
receipt
of
the
Partnership
Unitholder
Approval,
to
consummate the
Transactions
and
the
transactions
contemplated
by
such
other
Transaction
Agreements
and
to
perform
all
of
the
obligations
to
be
performed
by
it hereunder
and
thereunder.
Subject
to
receipt
of
the
Partnership
Unitholder
Approval,
the
execution
and
delivery
of
this
Agreement
and
the
other Transaction
Agreements
to
which
such
Partnership
Party
is
a
party
and
the
consummation
of
the
Transactions
and
the
transactions
contemplated
by
such other
Transaction
Agreements
and
the
performance
of
all
of
the
obligations
hereunder
and
thereunder
to
be
performed
by
such
Partnership
Party
have
been duly
and
validly
authorized
by
such
Partnership
Party,
and
except
for
the
Partnership
Unitholder
Approval,
no
other
limited
liability
company
or
limited partnership,
as
applicable,
proceedings
on
behalf
of
such
Partnership
Party
are
necessary
to
authorize
this
Agreement
and
the
other
Transaction
Agreements to
which
it
is
a
party,
to
consummate
the
Transactions
and
the
transactions
contemplated
by
such
other
Transaction
Agreements
or
to
perform
all
of
the obligations
to
be
performed
by
it
hereunder
and
thereunder.
The
General
Partner
Board
has
(i)
determined
that
this
Agreement
and
the
Transactions
are
in the
best
interest
of
the
Partnership
and
the
Holders
of
Partnership
Unaffiliated
Units,
(ii)
approved
this
Agreement,
and
(iii)
resolved
to
recommend
that
the Holders
of
Partnership
Voting
Units
vote
to
approve
this
Agreement.
(b)
This
Agreement
has
been,
and
the
other
Transaction
Agreements
to
which
each
Partnership
Party
is
a
party,
when
executed,
have
been
or
will
be, duly
executed
and
delivered
by
or
on
behalf
of
such
Partnership
Party,
and,
assuming
the
due
authorization,
execution
and
delivery
by
the
other
parties hereto
and
thereto,
constitute
the
valid
and
binding
agreement
of
such
Partnership
Party,
enforceable
against
it
in
accordance
with
its
and
their
terms, except
as
such
enforcement
may
be
limited
by
applicable
bankruptcy,
insolvency,
reorganization,
moratorium,
fraudulent
conveyance,
or
other
similar
laws affecting
the
enforcement
of
creditors'
rights
and
remedies
generally
and
by
general
principles
of
equity
(whether
applied
in
a
proceeding
at
law
or
in equity).
(c)
The
General
Partner,
for
and
on
behalf
of
the
Partnership,
has
taken
all
necessary
action
so
that
any
Takeover
Laws
applicable
to
any
Partnership Group
Entity
do
not,
and
will
not,
apply
to
this
Agreement
or
the
other
Transaction
Agreements
or
the
consummation
of
the
Transactions
or
the transactions
contemplated
by
the
other
Transaction
Agreements.
A-23
Section
3.3
Non-Contravention.
The
execution,
delivery,
and
performance
by
the
Partnership
Parties
of
this
Agreement
and
the
other
Transaction Agreements
to
which
any
Partnership
Party
is
a
party,
and
the
consummation
by
the
Partnership
Parties
of
the
Transactions
and
the
transactions
contemplated
by such
other
Transaction
Agreements,
does
not
and
will
not:
(a)
subject
to
obtaining
the
Partnership
Unitholder
Approval,
violate,
conflict
with,
result
in
any
breach of,
or
require
the
consent
of
any
Person
under
any
provision
of
the
Organizational
Documents
of
any
Partnership
Group
Entity;
(b)
conflict
with
or
violate
any applicable
Law;
(c)
conflict
with,
result
in
a
breach
of,
constitute
a
default
under
(whether
with
notice
or
lapse
of
time
or
both),
or
accelerate
or
permit
the acceleration
of
the
performance
required
by,
or
give
rise
to
any
right
of
termination,
cancellation,
suspension,
or
amendment
under
(whether
with
notice
or
lapse
of time
or
both),
or
require
any
consent,
authorization
or
approval
under,
any
of
the
terms,
conditions
or
provisions
of
any
Contract
to
which
any
Partnership
Group Entity
is
a
party
or
by
which
any
property
or
asset
of
any
Partnership
Group
Entity
is
bound
or
affected;
or
(d)
constitute
(whether
with
notice
or
lapse
of
time
or both)
an
event
which
would
result
in
the
creation
of
any
Lien
(other
than
Permitted
Liens)
on
any
asset
of
any
Partnership
Group
Entity,
except,
in
the
cases
of clauses
(b)
,
(c)
and
(d)
,
for
those
items
which,
individually
or
in
the
aggregate,
would
not
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect.
Section
3.4
Consents.
No
notice
to
or
consent,
approval,
license,
permit,
order,
or
authorization
of
any
Governmental
Authority
or
other
Person
is required
to
be
obtained
or
made
by
any
Partnership
Party
in
connection
with
the
execution,
delivery
and
performance
of
this
Agreement
and
the
other
Transaction Agreements
to
which
such
Partnership
Party
is
a
party,
or
the
consummation
of
the
Transactions
and
the
transactions
contemplated
by
the
other
Transaction Agreements,
except
(a)
the
filing
of
the
Registration
Statement,
including
the
Proxy/Information
Statement
constituting
a
part
thereof,
with
the
SEC,
(b)
such filings
as
may
be
required
under
applicable
state
and
federal
securities
Laws,
(c)
the
filing
of
a
Notification
and
Report
Form
pursuant
to
the
HSR
Act
and
the termination
or
expiration
of
the
waiting
period
required
thereunder
and
any
other
filings
required
under
the
HSR
Act,
(d)
the
filing
of
the
Certificate
of
Merger with
the
Secretary
of
State
of
the
State
of
Delaware,
(e)
such
notices,
consents,
approvals,
licenses,
permits,
orders,
or
authorizations
as
have
been
waived
or obtained
or
with
respect
to
which
the
time
for
asserting
such
right
has
expired,
or
(f)
for
those
notices,
consents,
approvals,
licenses,
permits,
orders,
or authorizations
which,
individually
or
in
the
aggregate,
would
not
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect
(including
such
consents, approvals,
licenses,
permits,
orders,
or
authorizations
that
are
not
customarily
obtained
prior
to
the
Closing
and
are
reasonably
expected
to
be
obtained
in
the ordinary
course
of
business
following
the
Closing).
Section
3.5
Capitalization.
(a)
Capitalization
of
the
Partnership.
(i)
As
of
September
30,
2018,
there
were
issued
and
outstanding
(A)
353,098,287
Partnership
Common
Units,
(B)
57,886,596
Partnership Series
B
Units,
(C)
400,000
Partnership
Series
C
Units,
(D)
the
general
partner
interest
in
the
Partnership
(the
"
Partnership
General
Partner Interest
"),
(E)
the
Incentive
Distribution
Rights,
(F)
2,596,627
Partnership
Restricted
Incentive
Units,
(G)
451,669
Partnership
Performance
Units (assuming,
for
purposes
of
this
Section
3.5(a)(i)
,
that
any
vesting
and
payout
thereof
would
correspond
with
the
attainment
of
the
target performance
level
(as
described
in
the
applicable
award
agreements
that
relate
to
such
Partnership
Performance
Units)),
and
(H)
50,939
Partnership Unit
Options.
As
of
September
30,
2018,
there
were
3,400,120
Partnership
Common
Units
remaining
available
with
respect
to
which
additional awards
may
be
granted
under
the
General
Partner
Long-Term
Incentive
Plan
(assuming,
for
purposes
of
this
Section
3.5(a)(i)
,
that
any
vesting
and payout
of
the
Partnership
Performance
Units
described
in
clause
(G)
above
would
correspond
with
the
attainment
of
the
target
performance
level (as
described
in
the
applicable
award
agreements
that
relate
to
such
Partnership
Performance
Units)).
All
of
A-24
such
Partnership
Common
Units,
Partnership
Series
B
Units,
Partnership
Series
C
Units,
and
Incentive
Distribution
Rights,
and
the
limited
partner interests
represented
thereby,
have
been
duly
authorized
and
validly
issued
in
accordance
with
the
Partnership
Agreement
and
are
fully
paid
(to
the extent
required
under
the
Partnership
Agreement)
and
nonassessable
(except
as
such
nonassessability
may
be
affected
by
Sections
17-303,
17-607, and
17-804
of
the
DRULPA).
The
Partnership
General
Partner
Interest
has
been
duly
authorized
and
validly
issued
in
accordance
with
the Partnership
Agreement.
(ii)
Except
(x)
as
set
forth
above
in
this
Section
3.5(a)
,
and
(y)
for
the
vesting
and/or
settlement,
or
the
acceleration
of
the
vesting
and/or settlement,
of
Partnership
Restricted
Incentive
Units,
Partnership
Performance
Units,
and
Partnership
Unit
Options
set
forth
above
in
this Section
3.5(a)
,
there
are
(A)
no
authorized
or
outstanding
subscriptions,
warrants,
options,
convertible
securities,
or
other
rights
(contingent
or otherwise)
to
purchase
or
otherwise
acquire
from
the
Partnership
any
partnership
interests
of
the
Partnership,
(B)
no
commitments
on
the
part
of
the Partnership
to
issue
partnership
interests,
subscriptions,
warrants,
options,
convertible
securities,
or
other
similar
rights,
and
(C)
no
partnership interests
of
the
Partnership
reserved
for
issuance
for
any
such
purpose.
The
Partnership
has
no
obligation
(contingent
or
other)
to
purchase,
redeem, or
otherwise
acquire
any
of
its
partnership
interests.
Except
as
set
forth
on
Schedule
3.5(a)
of
the
Partnership
Disclosure
Letter
or
in
this Agreement,
the
Support
Agreement,
the
Series
B
Support
Agreement,
or
the
Partnership
Agreement,
there
is
no
voting
trust
or
agreement, stockholders
agreement,
pledge
agreement,
buy-sell
agreement,
right
of
first
refusal,
preemptive
right,
or
proxy
relating
to
any
partnership
interests of
the
Partnership.
(b)
Capitalization
of
the
General
Partner.
As
of
the
Execution
Date,
the
only
issued
and
outstanding
limited
liability
company
interest
of
the General
Partner
is
the
General
Partner
Membership
Interest.
The
limited
liability
company
interest
represented
by
the
General
Partner
Membership
Interest has
been
duly
authorized
and
validly
issued
in
accordance
with
the
General
Partner
LLC
Agreement
and
are
fully
paid
(to
the
extent
required
under
the General
Partner
LLC
Agreement)
and
nonassessable
(except
as
such
nonassessability
may
be
affected
by
Sections
18-607
and
18-804
of
the
DLLCA). Except
as
set
forth
above
in
this
Section
3.5(b)
,
there
are
(i)
no
authorized
or
outstanding
subscriptions,
warrants,
options,
convertible
securities,
or
other rights
(contingent
or
otherwise)
to
purchase
or
otherwise
acquire
from
the
General
Partner
any
limited
liability
company
interests
of
the
General
Partner, (ii)
no
commitments
on
the
part
of
the
General
Partner
to
issue
limited
liability
company
interests,
subscriptions,
warrants,
options,
convertible
securities, or
other
similar
rights,
and
(iii)
no
limited
liability
company
interests
of
the
General
Partner
reserved
for
issuance
for
any
such
purpose.
The
General Partner
has
no
obligation
(contingent
or
other)
to
purchase,
redeem,
or
otherwise
acquire
any
of
its
limited
liability
company
interests.
Except
as
set
forth on
Schedule
3.5(b)
of
the
Parent
Disclosure
Letter
or
in
this
Agreement,
there
is
no
voting
trust
or
agreement,
stockholders
agreement,
pledge
agreement, buy-sell
agreement,
right
of
first
refusal,
preemptive
right,
or
proxy
relating
to
any
limited
liability
company
interests
of
the
General
Partner.
(c)
Ownership
and
Capitalization
of
the
Partnership
Subsidiaries.
As
of
the
Execution
Date:
(i)
the
Partnership
owns,
directly
or
indirectly,
beneficially
and
of
record,
100%
of
the
issued
and
outstanding
capital
stock,
limited
liability company
interests
or
partnership
interests,
as
applicable,
of
each
of
the
Partnership
Subsidiaries
other
than
the
Partially-Owned
Partnership Subsidiaries.
The
Partnership's
ownership,
whether
direct
or
indirect
and
whether
beneficially
or
of
record,
of
the
issued
and
outstanding
capital stock,
limited
liability
company
interests
or
partnership
interests,
as
applicable,
of
each
Partially-Owned
Partnership
Subsidiary
is
set
forth
on Schedule
3.5(c)
of
the
Partnership
Disclosure
Letter,
along
with
the
names
of
each
other
Person
owning
issued
and
outstanding
capital
stock, limited
liability
company
A-25
interests
or
partnership
interests,
as
applicable,
of
each
such
Partially-Owned
Partnership
Subsidiary,
and
the
ownership
of
each
such
other
Person in
such
Partially-Owned
Partnership
Subsidiary;
(ii)
all
of
the
capital
stock,
limited
liability
company
interests
or
partnership
interests,
as
applicable,
of
each
Partnership
Subsidiary
owned, directly
or
indirectly,
by
the
Partnership,
have
been
duly
authorized
and
validly
issued
in
accordance
with
the
Organizational
Documents
of
such Partnership
Subsidiary,
and
are
fully
paid
(to
the
extent
required
under
the
Organizational
Documents
of
such
Partnership
Subsidiary)
and nonassessable
(except
(x)
in
the
case
of
a
limited
liability
company
interest
in
a
Delaware
limited
liability
company,
as
such
nonassessability
may be
affected
by
Sections
18-607
and
18-804
of
the
DLLCA,
(y)
in
the
case
of
a
limited
partner
interest
in
a
Delaware
limited
partnership,
as
such nonassessability
may
be
affected
by
Sections
17-303,
17-607,
and
17-804
of
the
DRULPA,
and
(z)
in
the
case
of
a
limited
liability
company
interest or
limited
partner
interest
in
a
limited
liability
company
or
limited
partnership,
as
applicable,
formed
under
the
Laws
of
another
domestic
state,
as such
nonassessability
may
be
affected
by
similar
provisions
of
such
state's
limited
liability
company
or
limited
partnership,
as
applicable,
statute); and
(iii)
(A)
there
are
(1)
no
authorized
or
outstanding
subscriptions,
warrants,
options,
convertible
securities
or
other
rights
(contingent
or otherwise)
to
purchase
or
otherwise
acquire
from
any
Partnership
Subsidiary
any
capital
stock,
limited
liability
company
interests,
or
partnership interests,
as
applicable,
of
such
Partnership
Subsidiary,
(2)
no
commitments
on
the
part
of
any
Partnership
Subsidiary
to
issue
capital
stock,
limited liability
company
interests,
or
partnership
interests,
as
applicable,
subscriptions,
warrants,
options,
convertible
securities,
or
other
similar
rights,
and (3)
no
capital
stock,
limited
liability
company
interests,
or
partnership
interests,
as
applicable,
of
any
Partnership
Subsidiary
reserved
for
issuance for
any
such
purpose;
(B)
no
Partnership
Subsidiary
has
any
obligation
(contingent
or
other)
to
purchase,
redeem,
or
otherwise
acquire
any
of
its capital
stock,
limited
liability
company
interests,
or
partnership
interests,
as
applicable;
and
(C)
there
is
no
voting
trust
or
agreement,
stockholders agreement,
pledge
agreement,
buy-sell
agreement,
right
of
first
refusal,
preemptive
right,
or
proxy
relating
to
any
capital
stock,
limited
liability company
interests,
or
partnership
interests,
as
applicable,
of
any
Partnership
Subsidiary.
(d)
Ownership
of
Partnership
General
Partner
Interest
and
Incentive
Distribution
Rights.
As
of
the
Execution
Date,
the
General
Partner
owns, beneficially
and
of
record,
the
Partnership
General
Partner
Interest
and
the
Incentive
Distribution
Rights.
The
General
Partner
owns
no
Equity
Interests
in any
other
Person
other
than
the
Partnership
General
Partner
Interest
and
the
Incentive
Distribution
Rights.
Section
3.6
Compliance
with
Laws.
Except
for
Environmental
Laws,
Laws
requiring
the
obtaining
or
maintenance
of
a
Permit,
Tax
matters,
Laws relating
to
employee
benefits,
employment,
and
labor
matters,
and
Laws
relating
to
regulatory
matters,
which
are
the
subject
of
Section
3.12
,
Section
3.15
, Section
3.16
,
Section
3.17
,
and
Section
3.18
,
respectively,
each
Partnership
Group
Entity
is
in
compliance
with
all
applicable
Laws,
except
where
such
noncompliance
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect.
Section
3.7
Partnership
SEC
Documents;
Financial
Statements.
(a)
The
Partnership
has
furnished
or
filed
all
reports,
schedules,
forms,
statements,
certifications,
and
other
documents
(including
exhibits, amendments,
and
supplements
thereto)
required
to
be
furnished
or
filed
by
it
with
the
SEC
since
December
31,
2017
(such
reports,
schedules,
forms, statements,
certifications
and
other
documents
filed
since
December
31,
2017
and
prior
to
the
Execution
Date,
the
"
Partnership
SEC
Documents
").
As
of their
respective
dates,
or,
if
amended,
as
of
the
date
of
the
last
such
amendment,
each
of
the
Partnership
SEC
Documents
A-26
complied
as
to
form
in
all
material
respects
with
the
applicable
requirements
of
the
Securities
Act,
the
Exchange
Act,
and
the
Sarbanes-Oxley
Act,
as
the case
may
be,
each
as
in
effect
on
the
date
so
filed.
As
of
their
respective
filing
dates
(or,
if
amended
or
superseded
by
a
subsequent
filing
prior
to
the
date
of this
Agreement,
as
of
the
date
of
such
amendment
or
superseding
filing),
none
of
the
Partnership
SEC
Documents
contained
any
untrue
statement
of
a material
fact
or
omitted
to
state
a
material
fact
necessary
in
order
to
make
the
statements
therein,
in
the
light
of
the
circumstances
under
which
they
were made,
not
misleading.
As
of
the
date
of
this
Agreement,
there
are
no
outstanding
or
unresolved
comments
received
from
the
SEC
staff
with
respect
to
the Partnership
SEC
Documents.
(b)
The
audited
and
unaudited
consolidated
financial
statements
(including
any
related
notes
thereto)
included
in
the
Partnership
SEC
Documents have
been
prepared
in
accordance
with
GAAP
applied
on
a
consistent
basis
throughout
the
periods
involved
(except
as
may
be
indicated
in
the
notes thereto)
and
fairly
present
in
all
material
respects
the
consolidated
financial
position
of
the
Partnership
Group
Entities
at
the
respective
dates
thereof
and
the results
of
their
operations
and
cash
flows
for
the
periods
indicated.
(c)
The
Partnership
maintains
disclosure
controls
and
procedures
(as
defined
in
Rule
13a-15
and
Rule
15d-15
under
the
Exchange
Act)
designed
to ensure
that
material
information
relating
to
the
Partnership,
including
its
consolidated
Subsidiaries,
is
made
known
to
the
principal
executive
officer
and
the principal
financial
officer
of
the
Partnership
by
others
within
those
entities;
and
such
disclosure
controls
and
procedures
are
effective
to
ensure
that information
required
to
be
disclosed
by
the
Partnership
in
the
reports
that
it
files
or
submits
under
the
Exchange
Act
is
recorded,
processed,
summarized, and
reported
within
the
time
periods
specified
in
the
SEC's
rules
and
forms.
The
Partnership
maintains
internal
control
over
financial
reporting
(as
defined in
Rule
13a-15
and
Rule
15d-15
under
the
Exchange
Act)
sufficient
to
provide
reasonable
assurance
regarding
the
reliability
of
financial
reporting
and
the preparation
of
financial
statements
for
external
purposes
in
accordance
with
GAAP.
The
Partnership's
principal
executive
officer
and
principal
financial officer
have
disclosed,
based
on
their
most
recent
evaluation,
to
the
Partnership's
auditors
and
the
audit
committee
of
the
General
Partner
Board
(x)
all significant
deficiencies
in
the
designation
or
operation
of
internal
controls
which
could
adversely
affect
the
Partnership's
ability
to
record,
process, summarize
and
report
financial
data
and
have
identified
for
the
Partnership's
auditors
any
material
weakness
in
internal
controls
and
(y)
any
fraud,
whether or
not
material,
that
involves
management
or
other
employees
who
have
a
significant
role
in
the
Partnership's
internal
controls.
Section
3.8
Undisclosed
Liabilities.
Except
as
set
forth
in
the
Partnership
SEC
Documents,
there
are
no
liabilities
or
obligations
of
any
Partnership Group
Entity
of
any
nature
(whether
known
or
unknown
and
whether
accrued,
absolute,
contingent
or
otherwise)
and
there
are
no
facts
or
circumstances
that
would reasonably
be
expected
to
result
in
any
such
liabilities
or
obligations,
whether
arising
in
the
context
of
federal,
state
or
local
judicial,
regulatory,
administrative,
or permitting
agency
proceedings,
or
arising
under
contract,
or
otherwise,
other
than
those
liabilities
and/or
obligations
(or
such
facts
and
circumstances)
(i)
incidental to
the
existence
and
status
of
any
such
Partnership
Group
Entity
as
a
corporation,
limited
partnership,
or
limited
liability
company,
as
applicable,
under
the applicable
Laws
of
its
state
of
organization,
such
as
annual
fees
owed
to
such
state
and
fees
owed
to
any
registered
agent,
or
(ii)
which,
individually
or
in
the aggregate,
would
not
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect.
Section
3.9
Absence
of
Certain
Changes.
Except
as
expressly
contemplated
by
this
Agreement,
since
December
31,
2017
(a)
through
the
Execution Date,
the
Partnership
Group
Entities
have
operated
their
respective
businesses
only
in
the
ordinary
course
of
business
in
all
material
respects
and
consistent
with past
practice
(except
as
contemplated
by
this
Agreement)
and
(b)
there
has
been
no
Partnership
Material
Adverse
Effect.
A-27
Section
3.10
Title
to
Properties
and
Assets.
Each
of
the
Partnership
Group
Entities
has
good
(and
with
respect
to
real
property,
indefeasible)
title
to,
or valid
leasehold
or
other
interests
in,
as
applicable,
all
real
and
personal
property
described
in
the
Partnership
SEC
Documents,
as
owned,
leased,
or
used
and occupied
by
such
Partnership
Group
Entity,
free
and
clear
of
all
Liens,
except
(a)
as
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to
have
a Partnership
Material
Adverse
Effect
or
(b)
Permitted
Liens.
At
and
immediately
following
the
Closing,
the
assets
owned
or
held
for
use
by
the
Partnership
Group Entities
will
constitute
all
of
the
material
assets
and
properties
used
to
enable
the
Partnership
Group
Entities
to
conduct
their
respective
businesses
in
substantially the
same
manner
as
conducted
by
the
Partnership
Group
Entities
as
of
the
Execution
Date.
Section
3.11
Intellectual
Property.
Except
as
would
not
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect,
(a)
the
Partnership
Group Entities
own
or
have
the
right
to
use
pursuant
to
a
license,
sublicense,
agreement,
or
otherwise
all
material
items
of
Intellectual
Property
required
in
the
operation of
their
business
as
presently
conducted;
(b)
no
third
party
has
asserted
against
any
Partnership
Group
Entity
an
unresolved
claim
that
any
Partnership
Group
Entity is
infringing
on
the
Intellectual
Property
of
such
third
party;
(c)
to
the
Knowledge
of
the
Partnership,
the
operation
of
the
business
of
the
Partnership
Group
Entities as
presently
conducted
does
not
infringe
on
the
Intellectual
Property
owned
by
any
third
party;
(d)
no
Partnership
Group
Entity
has
asserted
against
any
Person
an unresolved
claim
that
such
third
party
is
infringing
on
the
Intellectual
Property
owned
by
the
Partnership
Group
Entities;
and
(e)
to
the
Knowledge
of
the Partnership,
no
third
party
is
infringing
on
the
Intellectual
Property
owned
by
the
Partnership
Group
Entities.
Section
3.12
Environmental
Matters.
Except
for
matters
that
would
not
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect:
(a)
each of
the
Partnership
Group
Entities
is
and,
during
the
relevant
time
periods
specified
in
all
applicable
statutes
of
limitations,
has
been,
in
compliance
with
all applicable
Environmental
Laws;
(b)
none
of
the
Partnership
Group
Entities
nor
any
of
their
properties
or
operations
is
subject
to
any
pending
or,
to
the
Knowledge of
the
Partnership,
threatened
Proceeding
arising
under
any
Environmental
Law,
nor
has
any
Partnership
Group
Entity
received
any
pending
notice,
order,
or complaint
from
any
Governmental
Authority
alleging
a
violation
of
or
liability
arising
under
any
Environmental
Law;
and
(c)
there
has
been
no
Release
of Hazardous
Substances
on,
at,
under,
to,
or
from
any
of
the
properties
owned
by
the
Partnership
Group
Entities,
from
or
in
connection
with
the
Partnership
Group Entities'
operations
or
for
which
any
of
the
Partnership
Group
Entities
have
assumed
contractual
liability,
in
each
case
in
a
manner
that
would
reasonably
be expected
to
give
rise
to
any
uninsured
liability
pursuant
to
any
Environmental
Law.
Section
3.13
Material
Contracts.
(a)
Except
for
this
Agreement
or
as
publicly
filed
or
furnished
with
the
SEC
prior
to
the
Execution
Date,
none
of
the
Partnership
Group
Entities
is
a party
to
or
bound
by,
as
of
the
Execution
Date,
any
Contract
that
is
a
"material
contract"
(as
such
term
is
defined
in
Item
601(b)(10)
of
Regulation
S-K promulgated
under
the
Securities
Act)
to
the
Partnership
(each
Contract
described
in
this
Section
3.13(a)
,
a
"
Partnership
Material
Contract
").
(b)
Except
as
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect,
with
respect
to
each Partnership
Group
Entity:
(i)
each
Partnership
Material
Contract
to
which
such
Partnership
Group
Entity
is
a
party
is
legal,
valid,
and
binding
on
and enforceable
against
such
entity,
except
as
such
enforcement
may
be
limited
by
applicable
bankruptcy,
insolvency,
reorganization,
moratorium,
fraudulent conveyance,
or
other
similar
laws
affecting
the
enforcement
of
creditors'
rights
and
remedies
generally
and
by
general
principles
of
equity
(whether
applied in
a
proceeding
at
law
or
in
equity),
and
in
full
force
and
effect;
(ii)
each
Partnership
Material
Contract
to
which
such
Partnership
Group
Entity
is
a
party will
continue
to
be
legal,
valid,
and
binding
on
and
enforceable
against
such
entity,
except
as
such
A-28
enforcement
may
be
limited
by
applicable
bankruptcy,
insolvency,
reorganization,
moratorium,
fraudulent
conveyance,
or
other
similar
laws
affecting
the enforcement
of
creditors'
rights
and
remedies
generally
and
by
general
principles
of
equity
(whether
applied
in
a
proceeding
at
law
or
in
equity),
and
in
full force
and
effect
on
identical
terms
following
the
consummation
of
the
Transactions
and
the
transactions
contemplated
by
the
other
Transaction Agreements;
(iii)
such
Partnership
Group
Entity
that
is
a
party
to
each
Partnership
Material
Contract
is
not
in
breach
or
default,
and
no
event
has
occurred which
with
notice
or
lapse
of
time
or
both
would
constitute
a
breach
or
default
by
such
Partnership
Group
Entity,
or
permit
the
cancellation,
termination, modification,
amendment,
acceleration,
or
suspension
of
such
Partnership
Material
Contract;
and
(iv)
to
the
Knowledge
of
such
Partnership
Group
Entity, no
other
party
to
any
Partnership
Material
Contract
is
in
breach
or
default,
and
no
event
has
occurred
which
with
notice
or
lapse
of
time
or
both
would constitute
a
breach
or
default
by
such
other
party,
or
permit
the
cancellation,
termination,
modification,
amendment,
acceleration,
or
suspension
of
such Partnership
Material
Contract
nor
has
any
other
party
repudiated
any
provision
of
such
Partnership
Material
Contract.
Section
3.14
Legal
Proceedings.
Except
with
respect
to
Proceedings
(x)
arising
under
Environmental
Laws
which
are
the
subject
of
Section
3.12
or (y)
arising
with
respect
to
Tax
matters
which
are
the
subject
of
Section
3.16
,
there
are
no
Proceedings
pending
or,
to
the
Knowledge
of
the
Partnership,
threatened against
the
Partnership
Group
Entities,
except
such
Proceedings
as
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to
have
a
Partnership Material
Adverse
Effect.
Section
3.15
Permits.
The
Partnership
Group
Entities
have
all
Permits
(including
Permits
issued
pursuant
to
or
required
by
Environmental
Laws)
as
are necessary
to
use,
own
and
operate
their
assets
and
businesses
in
the
manner
in
which
such
assets
or
businesses,
as
the
case
may
be,
are
currently
used,
owned
and operated
by
the
Partnership
Group
Entities,
except
where
the
failure
to
have
such
Permits
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to have
a
Partnership
Material
Adverse
Effect.
All
Permits
are
held
by
the
Partnership
Group
Entities
and
are
in
full
force
and
effect,
except
as
would
not, individually
or
in
the
aggregate,
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect.
The
Partnership
Group
Entities
have
complied
with
all terms
and
conditions
of
the
Permits
held
by
them,
and
no
suspension
or
cancellation
of
any
Permit
is
pending
or,
to
the
Knowledge
of
the
Partnership,
threatened, in
each
case,
except
as
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect.
The
Permits
held
by
the Partnership
Group
Entities
will
not
be
subject
to
suspension,
modification,
revocation,
or
non-renewal
as
a
result
of
the
execution
and
delivery
of
this
Agreement or
the
other
Transaction
Agreements
or
the
consummation
of
the
Transactions
or
the
transactions
contemplated
by
the
other
Transaction
Agreements,
except
as would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect.
No
Proceeding
is
pending
or,
to
the
Knowledge of
the
Partnership,
threatened
with
respect
to
any
alleged
failure
by
the
Partnership
Group
Entities
to
have
any
Permit
necessary
for
the
operation
of
any
asset
or the
conduct
of
their
businesses
or
to
be
in
compliance
therewith.
Section
3.16
Taxes.
Except
as
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect:
(a)
All
Tax
Returns
required
to
be
filed
with
respect
to
each
of
the
Partnership
Group
Entities
have
been
filed
and
all
Tax
Returns
of
each
of
the Partnership
Group
Entities
are
complete
and
correct
in
all
material
respects
and
all
Taxes
due
relating
to
each
of
the
Partnership
Group
Entities
have
been paid
in
full.
There
is
no
claim
(other
than
claims
being
contested
in
good
faith
through
appropriate
proceedings
and
for
which
adequate
reserves
have
been made
in
accordance
with
GAAP)
against
any
Partnership
Group
Entity
for
any
Taxes,
and
no
assessment,
deficiency,
or
adjustment
has
been
asserted
or proposed
in
writing
with
respect
to
any
Taxes
or
Tax
Returns
of
or
with
respect
to
any
of
the
Partnership
Group
Entities.
A-29
(b)
All
Taxes
required
to
be
withheld,
collected,
or
deposited
by
or
with
respect
to
each
of
the
Partnership
Group
Entities
have
been
timely
withheld, collected,
or
deposited
as
the
case
may
be,
and
to
the
extent
required,
have
been
paid
to
the
relevant
taxing
authority.
(c)
There
are
no
outstanding
agreements
or
waivers
extending
the
applicable
statutory
periods
of
limitation
for
payment
or
assessment
of
any
Tax
of, or
any
Taxes
associated
with
the
ownership
or
operation
of
the
assets
of,
any
Partnership
Group
Entity.
(d)
None
of
the
Partnership
Group
Entities
has
engaged
in
a
transaction
that
would
be
reportable
by
or
with
respect
to
any
Partnership
Group
Entity pursuant
to
Treasury
Regulation
Section
1.6011-4
or
any
predecessor
thereto.
(e)
There
are
no
Liens
on
any
of
the
assets
of
any
Partnership
Group
Entity
that
arose
in
connection
with
any
failure
(or
alleged
failure)
to
pay
any Tax.
(f)
None
of
the
Partnership
Group
Entities
has
been
a
member
of
or
is
a
successor
to
an
entity
that
has
been
a
member
of
an
affiliated
group
filing
a consolidated
federal
income
Tax
Return
or
has
any
liability
for
the
Taxes
of
any
Person
under
Treasury
Regulation
Section
1.1502-6
(or
any
similar provision
of
state,
local,
or
foreign
Law),
as
a
transferee
or
successor,
by
contract,
or
otherwise.
(g)
The
Partnership
has
not
elected
to
be
treated
as
a
corporation
for
federal
Tax
purposes.
The
Partnership
qualifies
as
a
"publicly
traded partnership"
within
the
meaning
of
Section
7704(b)
of
the
Code
and
at
least
90%
of
the
gross
income
of
the
Partnership
for
each
taxable
year
since
its formation
has
been
from
sources
that
are
treated
as
"qualifying
income"
within
the
meaning
of
Section
7704(d)
of
the
Code.
Section
3.17
Employee
Benefits;
Employment
and
Labor
Matters.
(a)
Except
for
matters
that
would
not
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect:
(i)
each
Partnership
Benefit
Plan
has
been
administered
in
compliance
with
its
terms,
the
applicable
provisions
of
ERISA,
the
Code,
and
all other
applicable
Laws,
and
the
terms
of
all
applicable
collective
bargaining
agreements;
(ii)
there
do
not
now
exist,
nor
do
any
circumstances
exist
that
could
result
in,
any
liabilities
under
or
arising
with
respect
to
(A)
Title
IV
of ERISA,
(B)
Section
302
of
ERISA,
or
(C)
Sections
412
and
4971
of
the
Code;
and
(iii)
as
to
any
Partnership
Benefit
Plan
intended
to
be
qualified
under
Section
401
of
the
Code,
such
Plan
has
received
a
favorable determination
letter,
advisory
letter,
or
opinion
letter,
as
applicable,
from
the
IRS
to
such
effect
and,
to
the
Knowledge
of
the
Partnership,
no
fact, circumstance,
or
event
has
occurred
or
exists
since
the
date
of
such
letter
that
would
reasonably
be
expected
to
adversely
affect
the
qualified
status of
any
such
Partnership
Benefit
Plan.
(b)
Except
as
would
not
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect,
neither
the
consummation
of
the
Transactions
nor
the consummation
of
the
transactions
contemplated
by
the
other
Transaction
Agreements
will
result
in
a
nondeductible
expense
of
the
Partnership
or
any
of
its Affiliates
under
Section
280G
of
the
Code.
Further,
no
gross-up
tax
payment
shall
be
owed
or
made
by
the
Partnership
or
any
of
its
Affiliates
with
respect to
any
tax
payment
due
under
Section
4999
of
the
Code
as
a
result
of
the
Transactions
or
the
transactions
contemplated
by
the
other
Transaction Agreements.
(c)
Neither
the
execution
and
delivery
of
this
Agreement
or
any
other
Transaction
Agreement
to
which
the
Partnership
or
any
of
its
Affiliates
is
a party
nor
the
consummation
of
the
A-30
Transactions
or
the
transactions
contemplated
by
the
other
Transaction
Agreements
will
(i)
result
in
any
payment
(including
severance,
unemployment compensation,
retention,
parachute,
bonus,
or
otherwise)
becoming
due
to
any
officer,
director,
employee,
or
consultant
of
any
Partnership
Group
Entity
or Affiliate
thereof;
(ii)
materially
increase
any
benefits
otherwise
payable
by
any
Partnership
Group
Entity
or
Affiliate
thereof;
or
(iii)
result
in
the acceleration
of
the
time
of
payment
or
vesting
of
any
awards
or
benefits
or
give
rise
to
any
additional
service
credits.
(d)
Except
as
would
not
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect,
each
of
the
Partnership
Group
Entities
(i)
is
in compliance
with
all
applicable
Laws
regarding
labor
and
employment,
including
all
Laws
relating
to
employment
discrimination,
labor
relations,
payment of
wages
and
overtime,
leaves
of
absence,
employment
tax
and
social
security,
classification
of
employees
and
independent
contractors,
occupational
health and
safety,
data
privacy,
and
immigration;
(ii)
is
not
subject
to
any
material
disputes
or
audits
pending,
or,
to
the
Knowledge
of
the
Partnership,
threatened, by
any
of
its
prospective,
current,
or
former
employees,
independent
contractors,
or
any
Governmental
Authority
relating
to
the
engagement
of
employees or
independent
contractors
by
any
Partnership
Group
Entity
or
related
to
any
Partnership
Benefit
Plan
(except
for
routine
undisputed
claims
for
benefits); and
(iii)
is
not
subject
to
any
material
judgment,
order,
or
decree
with
or
relating
to
any
present
or
former
employee,
independent
contractor,
or
any Governmental
Authority
relating
to
claims
of
discrimination,
wage,
or
hour
practices,
or
other
claims
in
respect
to
employment
or
labor
practices
and policies.
(e)
Except
as
would
not
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect,
(i)
none
of
the
Partnership
Group
Entities
is
a
party
to or
bound
by
or
negotiating
any
collective
bargaining
agreement
or
other
agreement
with
any
labor
union,
nor
has
any
of
them
experienced
any
strike, slowdown,
work
stoppage,
boycott,
picketing,
lockout,
or
material
grievance,
claim
of
unfair
labor
practices,
or
other
collective
bargaining
or
labor
dispute within
the
past
two
years,
and
(ii)
to
the
Knowledge
of
the
Partnership,
there
are
no
current
union
representation
questions
or
petitions
or
organizing campaigns
involving
employees
of
any
Partnership
Group
Entity.
Section
3.18
Regulatory
Matters.
No
Partnership
Group
Entity
is
an
"investment
company"
or
a
company
"controlled
by"
an
"investment
company" within
the
meaning
of
the
Investment
Company
Act
of
1940,
as
amended,
and
the
rules
and
regulations
promulgated
thereunder.
Section
3.19
Insurance.
Except
as
would
not
reasonably
be
expected
to
have
a
Partnership
Material
Adverse
Effect,
(a)
the
businesses
and
assets
of
the Partnership
Group
Entities
are
covered
by,
and
insured
under,
insurance
policies
underwritten
by
reputable
insurers
that
include
coverage
and
related
limits
and deductibles
that
are
customary
in
the
natural
gas
gathering,
processing,
treating,
transportation,
and
storage
industries,
the
NGL
fractionation,
transportation, storage,
exportation,
and
marketing
industries,
and
the
crude
oil
and
condensate
gathering,
transportation,
stabilization,
storage,
trans-loading,
and
marketing industries,
(b)
each
such
insurance
policy
under
which
any
Partnership
Group
Entity
is
an
insured
or
otherwise
the
principal
beneficiary
of
coverage
(collectively, the
"
Partnership
Insurance
Policies
")
is
in
full
force
and
effect,
all
premiums
due
thereon
have
been
paid
in
full
and
such
Partnership
Group
Entity
is
in compliance
with
the
terms
and
conditions
of
such
Partnership
Insurance
Policy;
(c)
no
Partnership
Group
Entity
is
in
breach
or
default
under
any
Partnership Insurance
Policy;
(d)
no
event
has
occurred
which,
with
notice
or
lapse
of
time
or
both,
would
constitute
such
breach
of
default,
or
permit
termination
or modification,
under
any
Partnership
Insurance
Policy;
and
(e)
no
notice
of
cancellation,
material
premium
increase
of,
or
indication
of
an
intention
not
to
renew, any
Partnership
Insurance
Policy
has
been
received
by
the
Partnership
Group
Entities
other
than
in
the
ordinary
course
of
business.
Section
3.20
Required
Vote
of
the
Partnership
Unitholders.
The
affirmative
vote
of
the
Holders
of
at
least
a
majority
of
the
Partnership
Common
Units and
the
Partnership
Series
B
Units
issued
and
A-31
outstanding
and
entitled
to
vote
on
the
approval
of
this
Agreement,
voting
together
as
a
single
class
(the
"
Partnership
Unitholder
Approval
"),
is
the
only
vote
or approval
of
holders
of
Equity
Interests
in
the
Partnership
necessary
to
approve
this
Agreement.
Section
3.21
Brokers'
Fee.
No
broker,
investment
banker,
financial
advisor,
or
other
Person
is
entitled
to
any
broker's,
finder's,
financial
advisor's,
or other
similar
fee
or
commission
in
connection
with
the
Transactions
based
upon
arrangements
made
by
or
on
behalf
of
the
Partnership
Parties.
Section
3.22
Opinion
of
Financial
Advisor.
The
Partnership
Conflicts
Committee
has
received
the
opinion
of
Evercore
Group
L.L.C.
(the
"
Partnership Financial
Advisor
")
to
the
effect
that,
as
of
the
Execution
Date,
based
upon
and
subject
to
the
assumptions
made,
procedures
followed,
matters
considered,
and qualifications
and
limitations
of
the
review
undertaken
by
the
Partnership
Financial
Advisor
in
rendering
such
opinion,
the
Exchange
Ratio
is
fair,
from
a
financial point
of
view,
to
the
Holders
of
Partnership
Common
Units
other
than
the
General
Partner,
Parent,
GIP
Stetson
I,
and
their
respective
Affiliates
(the
"
Partnership Fairness
Opinion
").
The
Partnership
has
been
authorized
by
the
Partnership
Financial
Advisor
to
reproduce
the
Partnership
Fairness
Opinion
in
the
Registration Statement,
including
the
joint
Proxy/Information
Statement
constituting
a
part
thereof.
Section
3.23
Waivers
and
Disclaimers.
ANYTHING
TO
THE
CONTRARY
CONTAINED
IN
THIS
AGREEMENT
NOTWITHSTANDING,
EXCEPT FOR
THE
EXPRESS
REPRESENTATIONS
AND
WARRANTIES
AND
OTHER
COVENANTS
AND
AGREEMENTS
MADE
BY
THE
PARTNERSHIP PARTIES
IN
THIS
AGREEMENT,
SUCH
PARTIES
HAVE
NOT
MADE,
AND
DO
NOT
MAKE,
AND
SPECIFICALLY
NEGATE
AND
DISCLAIM
ANY REPRESENTATIONS,
WARRANTIES,
PROMISES,
COVENANTS,
AGREEMENTS,
OR
GUARANTIES
OF
ANY
KIND
OR
CHARACTER WHATSOEVER,
WHETHER
EXPRESS,
IMPLIED
OR
STATUTORY,
ORAL
OR
WRITTEN,
PAST
OR
PRESENT.
ARTICLE
IV
REPRESENTATIONS
AND
WARRANTIES
OF
THE
PARENT
PARTIES
The
Parent
Parties
hereby
represent
and
warrant
to
the
Partnership
Parties,
except
as
set
forth
in
(x)
the
Parent
SEC
Documents
filed
with
or
furnished
to
the SEC
on
or
after
December
31,
2017
and
prior
to
the
date
of
this
Agreement
(but
excluding
any
disclosure
contained
in
any
such
Parent
SEC
Documents
under
the heading
"Risk
Factors"
or
"Disclosure
Regarding
Forward-Looking
Statements"
or
similar
heading
(other
than
any
factual
information
set
forth
under
such headings))
or
(y)
the
Parent
Disclosure
Letter
(it
being
understood
that
any
information
set
forth
on
any
Schedule
of
the
Parent
Disclosure
Letter
shall
be
deemed
to be
disclosed
with
respect
to
any
other
section
or
subsection
of
this
Agreement
to
which
it
is
reasonably
apparent
on
its
face
that
such
information
is
relevant
to other
sections
or
subsections
of
this
Agreement),
as
follows:
Section
4.1
Organization;
Qualification.
(a)
Parent
is
a
limited
liability
company
duly
organized,
validly
existing,
and
in
good
standing
under
the
laws
of
the
State
of
Delaware
and
has
all requisite
limited
liability
company
power
and
authority
to
own,
lease,
and
operate
its
properties
and
to
carry
on
its
business
as
now
conducted.
Parent
is duly
qualified,
registered,
or
licensed
to
do
business
as
a
foreign
limited
liability
company
and
is
in
good
standing
in
each
jurisdiction
in
which
the
property owned,
leased,
or
operated
by
it
or
the
nature
of
the
business
conducted
by
it
makes
such
qualification
necessary,
except
where
the
failure
to
be
so
duly qualified,
registered,
or
licensed
and
in
good
standing
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to
have
a
Parent
Material Adverse
Effect.
(b)
Parent
Managing
Member
is
a
limited
liability
company
duly
organized,
validly
existing,
and
in
good
standing
under
the
laws
of
the
State
of Delaware
and
has
all
requisite
limited
liability
company
power
and
authority
to
own,
lease,
and
operate
its
properties
and
to
carry
on
its
business
A-32
as
now
conducted.
Parent
Managing
Member
is
duly
qualified,
registered,
or
licensed
to
do
business
as
a
foreign
limited
liability
company
and
is
in
good standing
in
each
jurisdiction
in
which
the
property
owned,
leased,
or
operated
by
it
or
the
nature
of
the
business
conducted
by
it
makes
such
qualification necessary,
except
where
the
failure
to
be
so
duly
qualified,
registered,
or
licensed
and
in
good
standing
would
not,
individually
or
in
the
aggregate, reasonably
be
expected
to
have
a
Parent
Material
Adverse
Effect.
(c)
Each
of
the
Parent
Subsidiaries,
including
Merger
Sub,
is
a
corporation
or
limited
liability
company,
as
applicable,
duly
organized,
validly existing,
and
in
good
standing
under
the
laws
of
its
state
of
organization
and
has
all
requisite
corporate
or
limited
liability
company,
as
applicable,
power and
authority
to
own,
lease
and
operate
its
properties
and
to
carry
on
its
business
as
now
conducted.
Each
of
the
Parent
Subsidiaries,
including
Merger
Sub, is
duly
qualified,
registered,
or
licensed
to
do
business
as
a
foreign
corporation
or
limited
liability
company,
as
applicable,
and
is
in
good
standing
in
each jurisdiction
in
which
the
property
owned,
leased,
or
operated
by
it
or
the
nature
of
the
business
conducted
by
it
makes
such
qualification
necessary,
except where
the
failure
to
be
so
duly
qualified,
registered,
or
licensed
and
in
good
standing
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to have
a
Parent
Material
Adverse
Effect.
Section
4.2
Authority;
Enforceability.
(a)
Each
of
the
Parent
Parties
has
full
limited
liability
company
power
and
authority
to
execute
and
deliver
this
Agreement
and
the
other
Transaction Agreements
to
which
it
is
a
party
and,
after
giving
effect
to
the
Parent
Written
Consent,
to
consummate
the
Transactions
and
the
transactions
contemplated by
such
other
Transaction
Agreements
and
to
perform
all
of
the
obligations
to
be
performed
by
it
hereunder
and
thereunder.
After
giving
effect
to
the Parent
Written
Consent,
the
execution
and
delivery
of
this
Agreement
and
the
other
Transaction
Agreements
to
which
such
Parent
Party
is
a
party
and
the consummation
of
the
Transactions
and
the
transactions
contemplated
by
such
other
Transaction
Agreements
and
the
performance
of
all
of
the
obligations hereunder
and
thereunder
to
be
performed
by
such
Parent
Party
have
been
duly
and
validly
authorized
by
such
Parent
Party,
and
no
other
limited
liability company
proceedings
on
behalf
of
such
Parent
Party
are
necessary
to
authorize
this
Agreement
and
the
other
Transaction
Agreements
to
which
it
is
a
party, to
consummate
the
Transactions
and
the
transactions
contemplated
by
such
other
Transaction
Agreements
or
to
perform
all
of
the
obligations
to
be performed
by
it
hereunder
and
thereunder.
The
Parent
Board
has
(i)
determined
that
this
Agreement
and
the
Transactions
are
in
the
best
interest
of
Parent and
the
Holders
of
Parent
Public
Units,
(ii)
approved
this
Agreement
and
the
Parent
Unit
Issuance,
(iii)
resolved
to
recommend
that
the
Holders
of
Parent Common
Units
vote
or
consent
to
approve
the
Parent
Unit
Issuance,
and
(iv)
authorized
the
taking
of
action
by
written
consent
of
the
Holders
of
the
Parent Common
Units
with
respect
to
the
Parent
Unit
Issuance
pursuant
to
Section
13.11
of
the
Parent
Operating
Agreement.
Concurrently
with
the
execution
of this
Agreement,
the
Parent
Written
Consent
is
being
executed
and
delivered
by
the
Parent
Majority
Holder,
and
such
Parent
Written
Consent
is
effective and
irrevocable
for
all
purposes
of
applicable
Law
and
the
Parent
Operating
Agreement.
Pursuant
to
the
Parent
Written
Consent,
the
Parent
Majority Holder,
which
holds
a
majority
of
the
Parent
Common
Units
issued
and
outstanding
and
entitled
to
vote
on
the
Parent
Unit
Issuance,
is
approving
the issuance
of
the
Merger
Consideration
for
purposes
of
Rule
312.03(c)
of
the
NYSE
Listed
Company
Manual.
(b)
This
Agreement
has
been,
and
the
other
Transaction
Agreements
to
which
each
Parent
Party
is
a
party,
when
executed,
have
been
or
will
be,
duly executed
and
delivered
by
or
on
behalf
of
such
Parent
Party,
and,
assuming
the
due
authorization,
execution
and
delivery
by
the
other
parties
hereto
and thereto,
constitute
the
valid
and
binding
agreement
of
such
Parent
Party,
enforceable
against
it
in
accordance
with
its
and
their
terms,
except
as
such enforcement
may
be
limited
by
applicable
bankruptcy,
insolvency,
reorganization,
moratorium,
fraudulent
conveyance
or
other
similar
laws
affecting
the enforcement
of
creditors'
rights
and
remedies
generally
and
by
general
principles
of
equity
(whether
applied
in
a
proceeding
at
law
or
in
equity).
A-33
(c)
Parent
Managing
Member,
for
and
on
behalf
of
Parent,
has
taken
all
necessary
action
so
that
any
Takeover
Laws
applicable
to
any
Parent
Group Entity
do
not,
and
will
not,
apply
to
this
Agreement
or
the
other
Transaction
Agreements
or
the
consummation
of
the
Transactions
or
the
transactions contemplated
by
the
other
Transaction
Agreements.
Section
4.3
Non-Contravention.
The
execution,
delivery,
and
performance
by
the
Parent
Parties
of
this
Agreement
and
the
other
Transaction Agreements
to
which
any
Parent
Party
is
a
party,
and
the
consummation
by
the
Parent
Parties
of
the
Transactions
and
the
transactions
contemplated
by
such
other Transaction
Agreements,
does
not
and
will
not:
(a)
subject
to
obtaining
the
Parent
Unitholder
Approval,
violate,
conflict
with,
result
in
any
breach
of,
or
require
the consent
of
any
Person
under
any
provision
of
the
Organizational
Documents
of
any
Parent
Group
Entity;
(b)
conflict
with
or
violate
any
applicable
Law; (c)
conflict
with,
result
in
a
breach
of,
constitute
a
default
under
(whether
with
notice
or
lapse
of
time
or
both),
or
accelerate
or
permit
the
acceleration
of
the performance
required
by,
or
give
rise
to
any
right
of
termination,
cancellation,
suspension,
or
amendment
under
(whether
with
notice
or
lapse
of
time
or
both),
or require
any
consent,
authorization,
or
approval
under,
any
of
the
terms,
conditions,
or
provisions
of
any
Contract
to
which
any
Parent
Group
Entity
is
a
party
or
by which
any
property
or
asset
of
any
Parent
Group
Entity
is
bound
or
affected;
or
(d)
constitute
(whether
with
notice
or
lapse
of
time
or
both)
an
event
which
would result
in
the
creation
of
any
Lien
(other
than
Permitted
Liens)
on
any
asset
of
any
Parent
Group
Entity,
except,
in
the
cases
of
clauses
(b)
,
(c)
and
(d)
,
for
those items
which,
individually
or
in
the
aggregate,
would
not
reasonably
be
expected
to
have
a
Parent
Material
Adverse
Effect.
Section
4.4
Consents.
No
notice
to
or
consent,
approval,
license,
permit,
order,
or
authorization
of
any
Governmental
Authority
or
other
Person
is required
to
be
obtained
or
made
by
any
Parent
Party
in
connection
with
the
execution,
delivery,
and
performance
of
this
Agreement
and
the
other
Transaction Agreements
to
which
such
Parent
Party
is
a
party,
or
the
consummation
of
the
Transactions
and
the
transactions
contemplated
by
the
other
Transaction Agreements,
except
(a)
the
filing
of
the
Registration
Statement,
including
the
Proxy/Information
Statement
constituting
a
part
thereof,
with
the
SEC,
(b)
such filings
as
may
be
required
under
applicable
state
and
federal
securities
Laws,
(c)
the
filing
of
a
Notification
and
Report
Form
pursuant
to
the
HSR
Act
and
the termination
or
expiration
of
the
waiting
period
required
thereunder
and
any
other
filings
required
under
the
HSR
Act,
(d)
the
filing
of
the
Certificate
of
Merger with
the
Secretary
of
State
of
the
State
of
Delaware,
(e)
such
notices,
consents,
approvals,
licenses,
permits,
orders,
or
authorizations
as
have
been
waived
or obtained
or
with
respect
to
which
the
time
for
asserting
such
right
has
expired
or
(f)
for
those
notices,
consents,
approvals,
licenses,
permits,
orders,
or authorizations
which,
individually
or
in
the
aggregate,
would
not
reasonably
be
expected
to
have
a
Parent
Material
Adverse
Effect
(including
such
consents, approvals,
licenses,
permits,
orders,
or
authorizations
that
are
not
customarily
obtained
prior
to
the
Closing
and
are
reasonably
expected
to
be
obtained
in
the ordinary
course
of
business
following
the
Closing).
Section
4.5
Capitalization.
(a)
Capitalization
of
Parent.
(i)
As
of
September
30,
2018,
there
were
issued
and
outstanding
(A)
181,294,450
Parent
Common
Units,
(B)
the
non-economic
management interest
in
Parent
held
by
Parent
Managing
Member
(the
"
Parent
Managing
Member
Interest
"),
(C)
2,463,553
Parent
Restricted
Incentive
Units (assuming,
for
purposes
of
this
Section
4.5(a)(i)
,
that
any
vesting
and
payout
thereof
would
correspond
with
the
attainment
of
the
target performance
level
(as
described
in
the
applicable
award
agreements
that
relate
to
such
Parent
Performance
Units)),
and
(D)
418,149
Parent Performance
Units.
As
of
September
30,
2018,
there
were
6,725,275
Parent
Common
Units
remaining
available
with
respect
to
which
additional awards
may
be
granted
under
the
Parent
Long-Term
Incentive
Plan
(assuming,
for
purposes
of
this
Section
4.5(a)(i)
,
that
any
vesting
and
payout
of the
Parent
Performance
Units
described
in
clause
(D)
above
A-34
would
correspond
with
the
attainment
of
the
target
performance
level
(as
described
in
the
applicable
award
agreements
that
relate
to
such
Parent Performance
Units)).
All
of
such
Parent
Common
Units,
and
the
limited
liability
company
interests
represented
thereby,
have
been
duly
authorized and
validly
issued
in
accordance
with
the
Parent
Operating
Agreement
and
are
fully
paid
(to
the
extent
required
under
the
Parent
Operating Agreement)
and
nonassessable
(except
as
such
nonassessability
may
be
affected
by
Sections
18-607
and
18-804
of
the
DLLCA).
The
Parent Managing
Member
Interest
has
been
duly
authorized
and
validly
issued
in
accordance
with
the
Partnership
Agreement.
(ii)
Except
(x)
as
set
forth
above
in
this
Section
4.5(a)
,
and
(y)
for
the
vesting
and/or
settlement,
or
the
acceleration
of
the
vesting
and/or settlement,
of
Parent
Restricted
Incentive
Units
and
Parent
Performance
Units
set
forth
above
in
this
Section
4.5(a)
,
there
are
(A)
no
authorized
or outstanding
subscriptions,
warrants,
options,
convertible
securities,
or
other
rights
(contingent
or
otherwise)
to
purchase
or
otherwise
acquire
from Parent
any
limited
liability
company
interests
of
Parent,
(B)
no
commitments
on
the
part
of
Parent
to
issue
limited
liability
company
interests, subscriptions,
warrants,
options,
convertible
securities,
or
other
similar
rights,
and
(C)
no
limited
liability
company
interests
of
Parent
reserved
for issuance
for
any
such
purpose.
Parent
has
no
obligation
(contingent
or
other)
to
purchase,
redeem,
or
otherwise
acquire
any
of
its
limited
liability company
interests.
Except
as
set
forth
in
this
Agreement,
GIP
Support
Agreement,
or
the
Parent
Operating
Agreement,
there
is
no
voting
trust
or agreement,
stockholders
agreement,
pledge
agreement,
buy-sell
agreement,
right
of
first
refusal,
preemptive
right,
or
proxy
relating
to
any
limited liability
company
interests
of
Parent.
(b)
Capitalization
of
Merger
Sub.
As
of
the
Execution
Date,
the
only
issued
and
outstanding
limited
liability
company
interest
of
Merger
Sub
is the
Merger
Sub
Membership
Interest.
The
limited
liability
company
interest
represented
by
the
Merger
Sub
Membership
Interest
has
been
duly
authorized and
validly
issued
in
accordance
with
the
Organizational
Documents
of
Merger
Sub
and
are
fully
paid
(to
the
extent
required
under
the
Organizational Documents
of
Merger
Sub)
and
nonassessable
(except
as
such
nonassessability
may
be
affected
by
Sections
18-607
and
18-804
of
the
DLLCA).
Except
as set
forth
above
in
this
Section
4.5(b)
,
there
are
(a)
no
authorized
or
outstanding
subscriptions,
warrants,
options,
convertible
securities,
or
other
rights (contingent
or
otherwise)
to
purchase
or
otherwise
acquire
from
Merger
Sub
any
limited
liability
company
interests
of
Merger
Sub,
(b)
no
commitments
on the
part
of
Merger
Sub
to
issue
limited
liability
company
interests,
subscriptions,
warrants,
options,
convertible
securities,
or
other
similar
rights,
and
(c)
no limited
liability
company
interests
of
Merger
Sub
reserved
for
issuance
for
any
such
purpose.
Merger
Sub
has
no
obligation
(contingent
or
other)
to purchase,
redeem,
or
otherwise
acquire
any
of
its
limited
liability
company
interests.
Except
for
the
Organizational
Documents
of
Merger
Sub
and
this Agreement,
there
is
no
voting
trust
or
agreement,
stockholders
agreement,
pledge
agreement,
buy-sell
agreement,
right
of
first
refusal,
preemptive
right,
or proxy
relating
to
any
limited
liability
company
interests
of
Merger
Sub.
(c)
Ownership
of
the
Parent
Managing
Member
Interest.
As
of
the
Execution
Date,
the
Parent
Managing
Member
owns,
beneficially
and
of
record,
the Parent
Managing
Member
Interest.
The
Parent
Managing
Member
owns
no
Equity
Interests
in
any
other
Person
other
than
the
Parent
Managing
Member
Interest.
Section
4.6
Issuance
of
Parent
Common
Units.
(a)
(i)
The
issuance
by
Parent
of
the
Parent
Common
Units
to
be
issued
in
connection
with
the
Merger
pursuant
to
this
Agreement,
and
the
limited liability
company
interests
represented
thereby,
as
of
the
Closing,
will
have
been
duly
authorized
by
or
on
behalf
of
Parent
pursuant
to
the
Parent
Operating Agreement;
(ii)
such
Parent
Common
Units,
when
issued
and
delivered
at
A-35
the
Closing
in
accordance
with
the
terms
of
this
Agreement
and
the
Parent
Operating
Agreement,
will
be
validly
issued,
fully
paid
(to
the
extent
required
by the
Parent
Operating
Agreement)
and
nonassessable
(except
as
such
nonassessability
may
be
affected
by
Sections
18-607
and
18-804
of
the
DLLCA);
and (iii)
such
Parent
Common
Units
will
be
free
of
any
and
all
Liens
and
restrictions
on
transfer,
other
than
restrictions
on
transfer
under
the
Parent
Operating Agreement,
the
DLLCA,
and
applicable
state
and
federal
securities
Laws.
(b)
On
the
Closing
Date,
the
Parent
Common
Units
to
be
issued
in
connection
with
the
Merger
will
have
those
rights,
preferences,
privileges
and restrictions
governing
the
Parent
Common
Units
as
set
forth
in
the
Parent
Operating
Agreement.
Section
4.7
Compliance
with
Laws.
Except
for
Tax
matters,
Laws
relating
to
employee
benefits
matters,
employment,
and
labor
matters,
and
Laws relating
to
regulatory
matters,
which
are
the
subject
of
Section
4.14
,
Section
4.15
and
Section
4.16
,
respectively,
each
Parent
Group
Entity
is
in
compliance
with all
applicable
Laws,
except
where
such
non-compliance
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to
have
a
Parent
Material
Adverse Effect.
Section
4.8
Parent
SEC
Documents;
Financial
Statements.
(a)
Parent
has
furnished
or
filed
all
reports,
schedules,
forms,
statements,
certifications
and
other
documents
(including
exhibits,
amendments
and supplements
thereto)
required
to
be
furnished
or
filed
by
it
with
the
SEC
since
December
31,
2017
(such
reports,
schedules,
forms,
statements, certifications
and
other
documents
filed
since
December
31,
2017
and
prior
to
the
Execution
Date,
the
"
Parent
SEC
Documents
").
As
of
their
respective dates,
or,
if
amended,
as
of
the
date
of
the
last
such
amendment,
each
of
the
Parent
SEC
Documents
complied
as
to
form
in
all
material
respects
with
the applicable
requirements
of
the
Securities
Act,
the
Exchange
Act,
and
the
Sarbanes-Oxley
Act,
as
the
case
may
be,
each
as
in
effect
on
the
date
so
filed.
As of
their
respective
filing
dates
(or,
if
amended
or
superseded
by
a
subsequent
filing
prior
to
the
date
of
this
Agreement,
as
of
the
date
of
such
amendment
or superseding
filing),
none
of
the
Parent
SEC
Documents
contained
any
untrue
statement
of
a
material
fact
or
omitted
to
state
a
material
fact
necessary
in order
to
make
the
statements
therein,
in
the
light
of
the
circumstances
under
which
they
were
made,
not
misleading.
As
of
the
date
of
this
Agreement,
there are
no
outstanding
or
unresolved
comments
received
from
the
SEC
staff
with
respect
to
the
Parent
SEC
Documents.
(b)
The
audited
and
unaudited
consolidated
financial
statements
(including
any
related
notes
thereto)
included
in
the
Parent
SEC
Documents
have been
prepared
in
accordance
with
GAAP
applied
on
a
consistent
basis
throughout
the
periods
involved
(except
as
may
be
indicated
in
the
notes
thereto)
and fairly
present
in
all
material
respects
the
consolidated
financial
position
of
the
Parent
Group
Entities
at
the
respective
dates
thereof
and
the
results
of
their operations
and
cash
flows
for
the
periods
indicated.
(c)
Parent
maintains
disclosure
controls
and
procedures
(as
defined
in
Rule
13a-15
and
Rule
15d-15
under
the
Exchange
Act)
designed
to
ensure
that material
information
relating
to
Parent,
including
its
consolidated
Subsidiaries,
is
made
known
to
the
principal
executive
officer
and
the
principal
financial officer
of
Parent
by
others
within
those
entities;
and
such
disclosure
controls
and
procedures
are
effective
to
ensure
that
information
required
to
be disclosed
by
Parent
in
the
reports
that
it
files
or
submits
under
the
Exchange
Act
is
recorded,
processed,
summarized,
and
reported
within
the
time
periods specified
in
the
SEC's
rules
and
forms.
Parent
maintains
internal
control
over
financial
reporting
(as
defined
in
Rule
13a-15
and
Rule
15d-15
under
the Exchange
Act)
sufficient
to
provide
reasonable
assurance
regarding
the
reliability
of
financial
reporting
and
the
preparation
of
financial
statements
for external
purposes
in
accordance
with
GAAP.
Parent's
principal
executive
officer
and
principal
financial
officer
have
disclosed,
based
on
their
most
recent evaluation,
to
Parent's
auditors
and
the
audit
committee
of
the
Parent
Board
(x)
all
significant
deficiencies
in
the
designation
or
operation
of
internal controls
which
could
adversely
affect
A-36
Parent's
ability
to
record,
process,
summarize
and
report
financial
data
and
have
identified
for
Parent's
auditors
any
material
weakness
in
internal
controls and
(y)
any
fraud,
whether
or
not
material,
that
involves
management
or
other
employees
who
have
a
significant
role
in
Parent's
internal
controls.
Section
4.9
Undisclosed
Liabilities.
Except
as
set
forth
in
the
Parent
SEC
Documents,
there
are
no
liabilities
or
obligations
of
any
Parent
Group
Entity of
any
nature
(whether
known
or
unknown
and
whether
accrued,
absolute,
contingent
or
otherwise)
and
there
are
no
facts
or
circumstances
that
would
reasonably be
expected
to
result
in
any
such
liabilities
or
obligations,
whether
arising
in
the
context
of
federal,
state
or
local
judicial,
regulatory,
administrative,
or
permitting agency
proceedings,
or
arising
under
contract,
or
otherwise,
other
than
those
liabilities
and/or
obligations
(or
such
facts
and
circumstances)
(i)
incidental
to
the existence
and
status
of
any
such
Parent
Group
Entity
as
a
corporation
or
limited
liability
company,
as
applicable,
under
the
applicable
Laws
of
its
state
of organization,
such
as
annual
fees
owed
to
such
state
and
fees
owed
to
any
registered
agent,
or
(ii)
which,
individually
or
in
the
aggregate,
would
not
reasonably
be expected
to
have
a
Parent
Material
Adverse
Effect.
Section
4.10
Absence
of
Certain
Changes.
Except
as
expressly
contemplated
by
this
Agreement,
since
December
31,
2017,
(a)
through
the
Execution Date,
the
Parent
Group
Entities
have
operated
their
respective
businesses
only
in
the
ordinary
course
of
business
in
all
material
respects
and
consistent
with
past practice
(except
as
contemplated
by
this
Agreement)
and
(b)
there
has
been
no
Parent
Material
Adverse
Effect.
Section
4.11
Title
to
Assets.
(a)
As
of
the
Execution
Date:
(i)
Parent
owns,
beneficially
and
of
record,
(A)
100%
of
the
issued
and
outstanding
capital
stock
of
EnLink
Midstream,
Inc.,
a
Delaware corporation
("
EMI
"),
(B)
100%
of
the
issued
and
outstanding
capital
stock
of
Acacia
Natural
Gas
Corp
I,
Inc.
("
Acacia
"),
and
(C)
100%
of
the issued
and
outstanding
membership
interests
in
Merger
Sub.
(ii)
EMI
owns,
beneficially
and
of
record,
(A)
20,280,252
Partnership
Common
Units,
(B)
the
General
Partner
Membership
Interest
and
(C)
a 16.1%
limited
liability
company
interest
in
EnLink
Oklahoma
Gas
Processing,
LP,
a
Delaware
limited
partnership
("
EnLink
Oklahoma
Gas
").
(iii)
Acacia
owns,
beneficially
and
of
record,
68,248,199
Partnership
Common
Units.
Except
as
set
forth
in
this
Section
4.11(a)
,
neither
the
Parent,
EMI,
nor
Acacia
(i)
directly
or
indirectly
owns
any
Equity
Interests
in
any
other
Person
(other
than the
Partnership
Group
Entities)
or
(ii)
has
any
material
assets
or
material
operations.
(b)
All
of
the
capital
stock,
limited
liability
company
interests
or
partnership
interests,
as
applicable,
of
each
Parent
Subsidiary
owned,
directly
or indirectly,
by
Parent,
have
been
duly
authorized
and
validly
issued
in
accordance
with
the
Organizational
Documents
of
such
Parent
Subsidiary,
and
are fully
paid
(to
the
extent
required
under
the
Organizational
Documents
of
such
Parent
Subsidiary)
and
nonassessable
(except
(x)
in
the
case
of
a
limited liability
company
interest
in
a
Delaware
limited
liability
company,
as
such
nonassessability
may
be
affected
by
Sections
18-607
and
18-804
of
the
DLLCA, and
(y)
in
the
case
of
a
limited
partner
interest
in
a
Delaware
limited
partnership,
as
such
nonassessability
may
be
affected
by
Sections
17-303,
17-607
and 17-804
of
the
DRULPA).
(c)
Except
as
set
forth
in
the
Organizational
Documents
of
the
applicable
Parent
Subsidiary
or
pursuant
to
applicable
federal
or
state
securities
Laws, (A)
there
are
(1)
no
authorized
or
outstanding
subscriptions,
warrants,
options,
convertible
securities,
or
other
rights
(contingent
or
A-37
otherwise)
to
purchase
or
otherwise
acquire
from
any
Parent
Subsidiary
any
capital
stock,
limited
liability
company
interests,
or
partnership
interests,
as applicable,
of
such
Parent
Subsidiary,
(2)
no
commitments
on
the
part
of
any
Parent
Subsidiary
to
issue
capital
stock,
limited
liability
company
interests,
or partnership
interests,
as
applicable,
subscriptions,
warrants,
options,
convertible
securities,
or
other
similar
rights,
and
(3)
no
capital
stock,
limited
liability company
interests,
or
partnership
interests,
as
applicable,
of
any
Parent
Subsidiary
reserved
for
issuance
for
any
such
purpose;
(B)
no
Parent
Subsidiary
has any
obligation
(contingent
or
other)
to
purchase,
redeem,
or
otherwise
acquire
any
of
its
capital
stock,
limited
liability
company
interests,
or
partnership interests,
as
applicable;
and
(C)
there
is
no
voting
trust
or
agreement,
stockholders
agreement,
pledge
agreement,
buy-sell
agreement,
right
of
first
refusal, preemptive
right,
or
proxy
relating
to
any
capital
stock,
limited
liability
company
interests,
or
partnership
interests,
as
applicable,
of
any
Parent
Subsidiary.
(d)
Merger
Sub
was
formed
solely
for
the
purpose
of
engaging
in
the
Merger
and
the
other
Transactions.
Merger
Sub
has
not
incurred,
directly
or indirectly,
any
obligations
or
conducted
any
business
other
than
incident
to
its
formation
and
pursuant
to
this
Agreement,
the
Merger
and
the
other Transactions.
Section
4.12
Material
Contracts.
(a)
Except
for
this
Agreement
or
as
publicly
filed
or
furnished
with
the
SEC
prior
to
the
Execution
Date,
none
of
the
Parent
Group
Entities
is
a
party to
or
bound
by,
as
of
the
Execution
Date,
any
Contract
that
is
a
"material
contract"
(as
such
term
is
defined
in
Item
601(b)(10)
of
Regulation
S-K promulgated
under
the
Securities
Act)
to
Parent
(other
than
any
Partnership
Material
Contract)
(each
Contract
described
in
this
Section
4.12(a)
,
a
"
Parent Material
Contract
").
(b)
Except
as
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to
have
a
Parent
Material
Adverse
Effect,
with
respect
to
each Parent
Group
Entity:
(i)
each
Parent
Material
Contract
to
which
such
Parent
Group
Entity
is
a
party
is
legal,
valid,
and
binding
on
and
enforceable
against such
entity,
except
as
such
enforcement
may
be
limited
by
applicable
bankruptcy,
insolvency,
reorganization,
moratorium,
fraudulent
conveyance,
or
other similar
laws
affecting
the
enforcement
of
creditors'
rights
and
remedies
generally
and
by
general
principles
of
equity
(whether
applied
in
a
proceeding
at law
or
in
equity),
and
in
full
force
and
effect;
(ii)
each
Parent
Material
Contract
to
which
such
Parent
Group
Entity
is
a
party
will
continue
to
be
legal,
valid, and
binding
on
and
enforceable
against
such
entity,
except
as
such
enforcement
may
be
limited
by
applicable
bankruptcy,
insolvency,
reorganization, moratorium,
fraudulent
conveyance,
or
other
similar
laws
affecting
the
enforcement
of
creditors'
rights
and
remedies
generally
and
by
general
principles
of equity
(whether
applied
in
a
proceeding
at
law
or
in
equity),
and
in
full
force
and
effect
on
identical
terms
following
the
consummation
of
the
Transactions and
the
transactions
contemplated
by
the
other
Transaction
Agreements;
(iii)
such
Parent
Group
Entity
that
is
a
party
to
each
Parent
Material
Contract
is
not in
breach
or
default,
and
no
event
has
occurred
which
with
notice
or
lapse
of
time
or
both
would
constitute
a
breach
or
default
by
such
Parent
Group
Entity, or
permit
the
cancellation,
termination,
modification,
amendment,
acceleration,
or
suspension
of
such
Partnership
Material
Contract;
and
(iv)
to
the Knowledge
of
such
Parent
Group
Entity,
no
other
party
to
any
Parent
Material
Contract
is
in
breach
or
default,
and
no
event
has
occurred
which
with
notice or
lapse
of
time
or
both
would
constitute
a
breach
or
default
by
such
other
party,
or
permit
the
cancellation,
termination,
modification,
amendment, acceleration,
or
suspension
of
such
Parent
Material
Contract
nor
has
any
other
party
repudiated
any
provision
of
such
Parent
Material
Contract.
Section
4.13
Legal
Proceedings.
Except
with
respect
to
Proceedings
arising
with
respect
to
Tax
matters
which
are
the
subject
of
Section
4.14
,
there
are no
Proceedings
pending
or,
to
the
Knowledge
A-38
of
Parent,
threatened
against
the
Parent
Group
Entities,
except
such
Proceedings
as
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to
have
a Parent
Material
Adverse
Effect.
Section
4.14
Taxes.
Except
as
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to
have
a
Parent
Material
Adverse
Effect:
(a)
All
Tax
Returns
required
to
be
filed
with
respect
to
each
of
the
Parent
Group
Entities
have
been
filed
and
all
Tax
Returns
of
each
of
the
Parent Group
Entities
are
complete
and
correct
in
all
material
respects
and
all
Taxes
due
relating
to
each
of
the
Parent
Group
Entities
have
been
paid
in
full.
There is
no
claim
(other
than
claims
being
contested
in
good
faith
through
appropriate
proceedings
and
for
which
adequate
reserves
have
been
made
in accordance
with
GAAP)
against
any
Parent
Group
Entity
for
any
Taxes,
and
no
assessment,
deficiency,
or
adjustment
has
been
asserted
or
proposed
in writing
with
respect
to
any
Taxes
or
Tax
Returns
of
or
with
respect
to
any
of
the
Parent
Group
Entities.
(b)
No
Tax
audits
or
administrative
or
judicial
Proceedings
are
being
conducted
or
are
pending
with
respect
to
any
of
the
Parent
Group
Entities.
(c)
All
Taxes
required
to
be
withheld,
collected
or
deposited
by
or
with
respect
to
each
of
the
Parent
Group
Entities
have
been
timely
withheld, collected
or
deposited
as
the
case
may
be,
and
to
the
extent
required,
have
been
paid
to
the
relevant
taxing
authority.
(d)
There
are
no
outstanding
agreements
or
waivers
extending
the
applicable
statutory
periods
of
limitation
for
payment
or
assessment
of
any
Tax
of, or
any
Taxes
associated
with
the
ownership
or
operation
of
the
assets
of,
any
Parent
Group
Entity.
(e)
None
of
the
Parent
Group
Entities
has
engaged
in
a
transaction
that
would
be
reportable
by
or
with
respect
to
any
Parent
Group
Entity
pursuant
to Treasury
Regulation
Section
1.6011-4
or
any
predecessor
thereto.
(f)
There
are
no
Liens
on
any
of
the
assets
of
any
Parent
Group
Entity
that
arose
in
connection
with
any
failure
(or
alleged
failure)
to
pay
any
Tax.
(g)
None
of
the
Parent
Group
Entities
has
constituted
either
a
"distributing
corporation"
or
a
"controlled
corporation"
in
a
distribution
of
stock intended
to
qualify
for
tax-free
treatment
under
Section
355
of
the
Code
in
the
two
years
prior
to
the
Execution
Date
or
in
a
distribution
which
could otherwise
constitute
part
of
a
"plan"
or
series
of
related
"transactions"
(with
the
meaning
of
Section
355(e)
of
the
Code)
in
conjunction
with
the Transactions.
Section
4.15
Employee
Benefits;
Employment
and
Labor
Matters.
(a)
Except
for
matters
that
would
not
reasonably
be
expected
to
have
a
Parent
Material
Adverse
Effect:
(i)
each
Parent
Benefit
Plan
has
been
administered
in
compliance
with
its
terms,
the
applicable
provisions
of
ERISA,
the
Code,
and
all
other applicable
Laws
and
the
terms
of
all
applicable
collective
bargaining
agreements;
(ii)
there
do
not
now
exist,
nor
do
any
circumstances
exist
that
could
result
in,
any
liabilities
under
or
arising
with
respect
to
(A)
Title
IV
of ERISA,
(B)
Section
302
of
ERISA,
or
(C)
Sections
412
and
4971
of
the
Code;
and
(iii)
as
to
any
Parent
Benefit
Plan
intended
to
be
qualified
under
Section
401
of
the
Code,
such
Plan
has
received
a
favorable
determination letter,
advisory
letter,
or
opinion
letter,
as
applicable,
from
the
IRS
to
such
effect
and,
to
the
Knowledge
of
Parent,
no
fact,
circumstance,
or
event has
occurred
or
exists
since
the
date
of
such
letter
that
would
reasonably
be
expected
to
adversely
affect
the
qualified
status
of
any
such
Parent Benefit
Plan.
A-39
(b)
Except
as
would
not
reasonably
be
expected
to
have
a
Parent
Material
Adverse
Effect,
neither
the
consummation
of
the
Transactions
nor
the consummation
of
the
transactions
contemplated
by
the
other
Transaction
Agreements
will
result
in
a
nondeductible
expense
of
Parent
or
any
of
its Affiliates
under
Section
280G
of
the
Code.
Further,
no
gross-up
tax
payment
shall
be
owed
or
made
by
Parent
or
any
of
its
Affiliates
with
respect
to
any
tax payment
due
under
Section
4999
of
the
Code
as
a
result
of
the
Transactions
or
the
transactions
contemplated
by
the
other
Transaction
Agreements.
(c)
Neither
the
execution
and
delivery
of
this
Agreement
or
any
other
Transaction
Agreement
to
which
Parent
or
any
of
its
Affiliates
is
a
party
nor the
consummation
of
the
Transactions
or
the
transactions
contemplated
by
the
other
Transaction
Agreements
will
(i)
result
in
any
payment
(including severance,
unemployment
compensation,
retention,
parachute,
bonus,
or
otherwise)
becoming
due
to
any
officer,
director,
employee,
or
consultant
of
any Parent
Group
Entity
or
Affiliate
thereof;
(ii)
materially
increase
any
benefits
otherwise
payable
by
any
Parent
Group
Entity
or
Affiliate
thereof;
or (iii)
result
in
the
acceleration
of
the
time
of
payment
or
vesting
of
any
awards
or
benefits
or
give
rise
to
any
additional
service
credits.
(d)
Except
as
would
not
reasonably
be
expected
to
have
a
Parent
Material
Adverse
Effect,
each
of
the
Parent
Group
Entities
(i)
is
in
compliance
with all
applicable
Laws
regarding
labor
and
employment,
including
all
Laws
relating
to
employment
discrimination,
labor
relations,
payment
of
wages
and overtime,
leaves
of
absence,
employment
tax
and
social
security,
classification
of
employees
and
independent
contractors,
occupational
health
and
safety, data
privacy,
and
immigration;
(ii)
is
not
subject
to
any
material
disputes
or
audits
pending,
or,
to
the
Knowledge
of
Parent,
threatened,
by
any
of
its prospective,
current,
or
former
employees,
independent
contractors,
or
any
Governmental
Authority
relating
to
the
engagement
of
employees
or independent
contractors
by
any
Parent
Group
Entity
or
related
to
any
Parent
Benefit
Plan
(except
for
routine
undisputed
claims
for
benefits);
and
(iii)
is
not subject
to
any
material
judgment,
order,
or
decree
with
or
relating
to
any
present
or
former
employee,
independent
contractor,
or
any
Governmental Authority
relating
to
claims
of
discrimination,
wage,
or
hour
practices,
or
other
claims
in
respect
to
employment
or
labor
practices
and
policies.
(e)
Except
as
would
not
reasonably
be
expected
to
have
a
Parent
Material
Adverse
Effect,
(i)
none
of
the
Parent
Group
Entities
is
a
party
to
or
bound by
or
negotiating
any
collective
bargaining
agreement
or
other
agreement
with
any
labor
union,
nor
has
any
of
them
experienced
any
strike,
slowdown, work
stoppage,
boycott,
picketing,
lockout,
or
material
grievance,
claim
of
unfair
labor
practices,
or
other
collective
bargaining
or
labor
dispute
within
the past
two
years,
and
(ii)
to
the
Knowledge
of
Parent,
there
are
no
current
union
representation
questions
or
petitions
or
organizing
campaigns
involving employees
of
any
Parent
Group
Entity.
Section
4.16
Regulatory
Matters.
No
Parent
Group
Entity
is
an
"investment
company"
or
a
company
"controlled
by"
an
"investment
company"
within the
meaning
of
the
Investment
Company
Act
of
1940,
as
amended,
and
the
rules
and
regulations
promulgated
thereunder.
Section
4.17
Required
Vote
of
the
Parent
Unitholders.
The
affirmative
vote
or
written
consent
of
at
least
a
majority
of
the
votes
cast
on
the
Parent
Unit Issuance
(the
"
Parent
Unitholder
Approval
")
is
the
only
vote
or
approval
of
holders
of
Equity
Interests
in
Parent
necessary
in
connection
with
the
Transactions.
Section
4.18
Brokers'
Fee.
Except
as
set
forth
on
Schedule
4.18
of
the
Parent
Disclosure
Letter,
no
broker,
investment
banker,
financial
advisor,
or
other Person
is
entitled
to
any
broker's,
finder's,
financial
advisor's,
or
other
similar
fee
or
commission
in
connection
with
the
Transactions
based
upon
arrangements made
by
or
on
behalf
of
the
Parent
Parties.
A-40
Section
4.19
Opinion
of
Financial
Advisor.
The
Parent
Conflicts
Committee
has
received
the
opinion
of
Barclays
Capital
Inc.
(the
"
Parent
Financial Advisor
")
to
the
effect
that,
as
of
the
Execution
Date
and
based
upon
and
subject
to
the
qualifications
and
assumptions
set
forth
therein,
from
a
financial
point
of view,
the
Exchange
Ratio
to
be
paid
by
Parent
in
the
Merger
is
fair
to
Parent
(the
"
Parent
Fairness
Opinion
").
Parent
has
been
authorized
by
the
Parent
Financial Advisor
to
permit
the
inclusion
of
the
Parent
Fairness
Opinion
in
the
Registration
Statement,
including
the
joint
Proxy/Information
Statement
constituting
a
part thereof.
Section
4.20
Waivers
and
Disclaimers.
ANYTHING
TO
THE
CONTRARY
CONTAINED
IN
THIS
AGREEMENT
NOTWITHSTANDING,
EXCEPT FOR
THE
EXPRESS
REPRESENTATIONS
AND
WARRANTIES
AND
OTHER
COVENANTS
AND
AGREEMENTS
MADE
BY
THE
PARENT
PARTIES IN
THIS
AGREEMENT,
SUCH
PARTIES
HAVE
NOT
MADE,
AND
DO
NOT
MAKE,
AND
SPECIFICALLY
NEGATE
AND
DISCLAIM
ANY REPRESENTATIONS,
WARRANTIES,
PROMISES,
COVENANTS,
AGREEMENTS
OR
GUARANTIES
OF
ANY
KIND
OR
CHARACTER WHATSOEVER,
WHETHER
EXPRESS,
IMPLIED
OR
STATUTORY,
ORAL
OR
WRITTEN,
PAST
OR
PRESENT.
Section
5.1
Conduct
of
Business.
ARTICLE
V
ADDITIONAL
AGREEMENTS,
COVENANTS,
RIGHTS
AND
OBLIGATIONS
(a)
Conduct
of
the
Partnership.
Except
(x)
as
provided
in
this
Agreement
or
any
Partnership
Material
Contract
in
effect
as
of
the
Execution
Date,
(y)
as required
by
applicable
Law,
or
(z)
as
consented
to
in
writing
by
Parent
(which
consent
shall
not
be
unreasonably
withheld,
delayed,
or
conditioned),
during
the period
from
the
Execution
Date
to
the
Effective
Time,
(i)
the
General
Partner
shall
cause
the
Partnership
to,
and
cause
each
Partnership
Group
Entity
to,
conduct
its business
in
the
ordinary
course
consistent
with
past
practice,
and
(ii)
the
General
Partner
shall
not,
and
shall
not
permit
the
Partnership
to,
take
any
action
to
cause the
amendment
of
the
Partnership
Agreement
or
the
General
Partner
LLC
Agreement,
in
each
case,
to
the
extent
that
any
such
change
or
amendment
would reasonably
be
expected
to
(A)
prohibit,
prevent
or
materially
hinder,
impede,
or
delay
the
ability
of
the
Parties
to
satisfy
any
conditions
to,
or
the
consummation
of, the
Transactions,
or
(B)
adversely
impact
the
Holders
of
Partnership
Public
Units
in
any
material
respect.
(b)
Conduct
of
Parent.
Except
(x)
as
provided
in
this
Agreement,
any
Parent
Material
Contract,
or
any
Partnership
Material
Contract
in
effect
as
of
the Execution
Date,
(y)
as
required
by
applicable
Law,
or
(z)
as
consented
to
in
writing
by
the
Partnership
(such
consent
shall
not
be
unreasonably
withheld,
delayed
or conditioned),
during
the
period
from
the
Execution
Date
to
the
Effective
Time,
the
Parent
shall,
and
shall
cause
each
Parent
Group
Entity
to,
conduct
its
business
in the
ordinary
course
consistent
with
past
practice.
Additionally,
without
limiting
the
generality
of
the
foregoing,
except
(x)
as
provided
in
this
Agreement,
any Parent
Material
Contract,
or
any
Partnership
Material
Contract
in
effect
as
of
the
Execution
Date,
(y)
as
required
by
applicable
Law,
or
(z)
as
consented
to
in writing
by
the
Partnership
(such
consent
shall
not
be
unreasonably
withheld,
delayed
or
conditioned),
during
the
period
from
the
Execution
Date
to
the
Effective Time,
Parent
shall
not,
and
shall
not
permit
any
Parent
Group
Entity
to:
(i)
amend
Parent's
certificate
of
formation
or
the
Parent
Operating
Agreement
(whether
by
merger,
consolidation,
conversion,
or
otherwise) in
any
manner;
(ii)
declare,
authorize,
set
aside,
or
pay
any
distribution
payable
in
cash,
Equity
Interests,
or
property
in
respect
of
any
Parent
Common
Units, other
than
(A)
regular
quarterly
cash
distributions
in
respect
of
the
Parent
Common
Units
in
the
ordinary
course
of
business
and
(B)
distributions with
a
record
date
after
the
Effective
Time;
A-41
(iii)
merge,
consolidate,
or
enter
into
any
other
business
combination
transaction
or
agreement
with
any
Person;
(iv)
solely
with
respect
to
Parent,
adopt
a
plan
or
agreement
of
complete
or
partial
liquidation,
dissolution,
restructuring,
recapitalization,
or
a plan
or
agreement
of
reorganization
under
any
bankruptcy
or
similar
Law
or
effect
any
other
similar
transaction;
(v)
split,
combine,
divide,
subdivide,
reverse
split,
reclassify,
recapitalize,
or
effect
any
other
similar
transaction
with
respect
to
any
of Parent's
Equity
Interests;
(vi)
issue,
deliver,
or
sell
any
Equity
Interests
of
Parent
for
cash;
provided
,
however
,
that
this
Section
5.1(b)(vi)
shall
not
restrict
or
limit
the ability
of
Parent
to
make
equity-based
grants
to
its
employees,
officers,
and
directors
pursuant
to
its
employee
benefit
plans;
and
provided
,
further
, that
nothing
in
this
Section
5.1(b)(vi)
shall
be
deemed
to
restrict
the
vesting,
settlement,
and/or
payment,
or
the
acceleration
of
the
vesting, settlement,
and/or
payment,
of
any
awards
in
respect
of
Parent
Common
Units
or
other
equity-based
awards
in
accordance
with
the
terms
of
any existing
equity-based,
bonus,
incentive,
performance,
or
other
compensation
plan
or
arrangement
or
employee
benefit
plan
(including,
without limitation,
in
connection
with
any
equity-based
award
holder's
termination
of
service);
(vii)
waive,
release,
assign,
settle,
or
compromise
any
Proceedings
seeking
damages
or
an
injunction
or
other
equitable
relief
where
such waivers,
releases,
assignments,
settlements,
or
compromises
would,
in
the
aggregate,
reasonably
be
expected
to
have
a
Parent
Material
Adverse Effect;
or
(viii)
(A)
agree,
in
writing
or
otherwise,
to
take
any
of
the
foregoing
actions,
or
(B)
take
any
action
or
agree,
in
writing
or
otherwise,
to
take
any action,
including
proposing
or
undertaking
any
merger,
consolidation,
or
acquisition,
in
each
case,
that
would
reasonably
be
expected
to
prohibit, prevent,
or
materially
hinder,
impede,
or
delay
the
ability
of
the
Parties
to
satisfy
any
of
the
conditions
to,
or
the
consummation
of,
the
Transactions.
Section
5.2
Access
to
Information;
Confidentiality.
(a)
Access
to
Information.
Upon
reasonable
notice,
from
the
Execution
Date
to
the
Closing
Date,
each
Party
shall,
and
shall
cause
its
Subsidiaries
to, (i)
afford
the
other
Parties
and
their
respective
Representatives,
reasonable
access,
during
normal
business
hours,
to
all
of
its
properties,
books,
Contracts, commitments,
and
records
and
to
its
Representatives
and
(ii)
if
applicable,
furnish
promptly
to
each
other
Party
(A)
a
copy
of
each
material
report,
schedule,
and other
document
filed
by
it
pursuant
to
the
requirements
of
applicable
federal
or
state
securities
Laws
(other
than
reports
or
documents
such
Party
and
its Subsidiaries,
as
the
case
may
be,
are
not
permitted
to
disclose
under
applicable
Law)
and
(B)
all
other
information
concerning
the
business,
properties,
and personnel
of
such
Party
as
such
other
Party
may
reasonably
request.
No
Party
shall
be
required
to
provide
access
to
or
to
disclose
information
where
such
access
or disclosure
would
jeopardize
the
attorney-client
privilege
of
the
institution
in
possession
or
control
of
such
information
or
contravene
any
Law,
fiduciary
duty,
or binding
agreement
entered
into
prior
to
the
date
of
this
Agreement.
The
Parties
shall
make
reasonable
and
appropriate
substitute
disclosure
arrangements
under circumstances
in
which
the
restrictions
referred
to
in
the
preceding
sentence
apply.
(b)
Confidentiality.
Each
Party
agrees
that
it
(i)
shall
not
use
any
information
obtained
pursuant
to
this
Section
5.2
or
Section
5.5
for
any
purpose unrelated
to
(A)
the
consummation
of
the
Merger
and
the
other
Transactions
or
(B)
the
matters
contemplated
by
Section
5.5
,
in
accordance
with
the
terms
thereof, and
(ii)
shall
hold
all
information
and
documents
obtained
pursuant
to
this
Section
5.2
and
Section
5.5
in
confidence;
provided
,
however
,
the
foregoing
restrictions shall
not
apply
to
any
information
obtained
pursuant
to
this
Section
5.2
or
Section
5.5
which
such
Party
was,
prior
to
the
Execution
Date,
entitled
to
receive pursuant
to
applicable
Law
or
any
Contract
other
than
this
A-42
Agreement.
No
investigation
by
any
Party
of
the
business
and
affairs
of
another
Party
shall
affect,
or
be
deemed
to
modify
or
waive,
any
representation,
warranty, covenant,
or
other
agreement
in
this
Agreement,
or
the
conditions
to
any
Party's
obligation
to
consummate
the
Merger
and
the
other
Transactions.
Section
5.3
Registration
Statement.
(a)
Preparation
of
the
Registration
Statement.
Each
of
the
Parties
agrees
to
cooperate
in
the
preparation
of
the
registration
statement
on
Form
S-4
to
be filed
with
the
SEC
by
Parent
with
respect
to
the
issuance
of
Parent
Common
Units
in
connection
with
the
Merger
(as
amended
or
supplemented
from
time
to
time, the
"
Registration
Statement
"),
including
a
joint
proxy
statement/information
statement
of
the
Partnership
and
Parent,
other
proxy
solicitation
materials
of
the Partnership,
and
prospectus
of
Parent
constituting
a
part
thereof
(the
"
Proxy/Information
Statement
"),
and
all
related
documents.
Provided
each
of
the
other Parties
has
cooperated
in
the
preparation
of
the
Registration
Statement
as
provided
in
this
Section
5.3(a)
,
Parent
shall
use
its
reasonable
best
efforts
to
file
the Registration
Statement
with
the
SEC
as
promptly
as
reasonably
practicable
following
the
Execution
Date.
Each
of
Parent
and
the
Partnership
shall
use
its reasonable
best
efforts
to
cause
the
Registration
Statement
to
be
declared
effective
under
the
Securities
Act
as
promptly
as
reasonably
practicable
after
the
filing thereof,
and
to
maintain
the
Registration
Statement
in
effect
until
the
earlier
of
the
consummation
of
the
Transactions
or
the
termination
of
this
Agreement
in accordance
with
Article
VII
.
Each
of
the
Parties
also
agrees
to
use
its
reasonable
best
efforts
to
obtain
all
necessary
state
securities
Law
or
"Blue
Sky"
permits
and approvals
required
to
consummate
the
Transactions;
provided
,
however
,
that
no
such
filings
shall
be
required
in
any
jurisdiction
where,
as
a
result
thereof,
Parent would
become
subject
to
general
service
of
process
or
to
taxation
or
qualification
to
do
business
as
a
foreign
corporation
doing
business
in
such
jurisdiction
solely as
a
result
of
such
filing.
Each
of
the
Parties
agrees
to
furnish
to
the
other
Parties
all
information
concerning
the
Partnership
Group
Entities
or
the
Parent
Group Entities,
as
applicable,
and
to
take
such
other
action
as
may
be
reasonably
requested
in
connection
with
the
foregoing.
No
filing
of,
or
amendment
or
supplement to,
the
Registration
Statement
or
the
joint
Proxy/Information
Statement
will
be
made
by
Parent
or
the
Partnership,
in
each
case,
without
providing
the
other
Parties a
reasonable
opportunity
to
review
and
comment
thereon.
(b)
Information
Supplied.
Each
of
the
Parties
agrees,
as
to
itself
and
its
Subsidiaries,
that
(i)
none
of
the
information
supplied
or
to
be
supplied
by
it
for inclusion
or
incorporation
by
reference
in
the
Registration
Statement,
including
the
joint
Proxy/Information
Statement
constituting
a
part
thereof,
will,
at
the
time the
Registration
Statement
and
each
amendment
or
supplement
thereto,
if
any,
becomes
effective
under
the
Securities
Act,
contain
any
untrue
statement
of
a material
fact
or
omit
to
state
any
material
fact
required
to
be
stated
therein
or
necessary
to
make
the
statements
therein
not
misleading,
and
(ii)
none
of
the information
supplied
or
to
be
supplied
by
it
for
inclusion
or
incorporation
by
reference
in
the
joint
Proxy/Information
Statement
constituting
a
part
of
the Registration
Statement,
and
any
amendment
or
supplement
thereto,
will,
at
the
date
such
joint
Proxy/Information
Statement
is
mailed
to
the
Holders
of
Partnership Voting
Units
and
the
Holders
of
Parent
Common
Units,
and
at
the
time
of
the
Partnership
Unitholder
Meeting,
contain
any
untrue
statement
of
a
material
fact
or omit
to
state
any
material
fact
necessary
in
order
to
make
the
statements
therein,
in
the
light
of
the
circumstances
under
which
they
were
made,
not
misleading. Each
of
the
Parties
further
agrees
that,
if
it
shall
become
aware
prior
to
the
Closing
Date
of
any
information
that
would
cause
any
of
the
statements
in
the Registration
Statement,
including
the
joint
Proxy/Information
Statement
constituting
a
part
thereof,
to
be
false
or
misleading
with
respect
to
any
material
fact,
or omit
to
state
any
material
fact
necessary
to
make
the
statements
therein,
in
the
light
of
the
circumstances
under
which
they
were
made,
not
false
or
misleading,
it will
promptly
inform
the
other
Parties
of
such
information
and
take
the
necessary
steps
to
correct
such
information
in
an
amendment
or
supplement
to
the Registration
Statement,
including
the
joint
Proxy/Information
Statement
constituting
a
part
thereof,
as
applicable.
A-43
(c)
SEC
Correspondence.
Each
of
Parent
and
the
Partnership
shall
(i)
promptly
notify
the
other
Party
of
receipt
of
any
comments
from
the
SEC
or
its staff
regarding,
and
any
requests
by
the
SEC
or
its
staff
for
amendments
or
supplements
to
or
additional
information
regarding,
the
Registration
Statement
and (ii)
promptly
supply
the
other
Party
with
copies
of
all
correspondence
between
such
Party
and
its
Representatives,
on
the
one
hand,
and
the
SEC
or
its
staff,
on
the other
hand,
with
respect
thereto.
Parent
and
the
Partnership
shall
use
their
respective
reasonable
best
efforts
to
respond
to
any
comments
of
the
SEC
or
its
staff
with respect
to
the
Registration
Statement
as
promptly
as
practicable
following
receipt
thereof
from
the
SEC
or
its
staff.
(d)
Distribution
of
Proxy/Information
Statement.
As
promptly
as
practicable
after
the
Registration
Statement
is
declared
effective
under
the
Securities Act,
(i)
the
Partnership
shall
distribute,
or
cause
the
distribution
of,
the
joint
Proxy/Information
Statement
to
the
Holders
of
Partnership
Voting
Units
and
(ii)
Parent shall
distribute,
or
cause
the
distribution
of,
the
joint
Proxy/Information
Statement
to
the
Holders
of
Parent
Common
Units.
(e)
Registration
of
Parent
Common
Units
for
Parent
Replacement
Awards
and
Rollover
Units.
On
the
Closing
Date,
Parent
shall
use
reasonable
best efforts
to
register
the
issuance
of
(i)
such
number
of
Parent
Common
Units
equal
to
the
number
of
Parent
Common
Units
that
may
be
available
for
delivery,
if
at all,
under
the
Partnership
Long-Term
Incentive
Plan
under
the
Parent
Replacement
Awards
from
and
after
the
Effective
Time;
and
(ii)
such
number
of
Parent Common
Units
equal
to
the
number
of
Rollover
Units
that
may
be
available
for
awards
under
the
Parent
Long-Term
Incentive
Plan
from
and
after
the
Effective Time.
Parent
shall
use
its
reasonable
best
efforts
to
file
with
the
SEC
one
or
more
registration
statements
on
Form
S-8
or
one
or
more
post-effective
amendments
to any
Form
S-8
that
Parent
has
filed
with
the
SEC
(or
any
successor
form,
or
if
Form
S-8
is
not
available,
other
appropriate
forms,
including
Form
S-3),
in
each
case, in
order
to
register
the
issuance
of
such
Parent
Common
Units.
Parent
shall
use
its
reasonable
best
efforts
to
maintain
in
effect
any
such
registration
statement, including
any
related
prospectus
or
prospectuses,
for
so
long
as
such
Parent
Replacement
Awards
continue
to
be
outstanding
and
such
Rollover
Units
remain available
for
awards
under
the
Parent
Long-Term
Incentive
Plan.
Section
5.4
Partnership
Unitholder
Meeting.
(a)
Partnership
Unitholder
Meeting.
Subject
to
the
terms
and
conditions
of
this
Agreement,
the
General
Partner
shall
take,
for
and
on
behalf
of
the Partnership,
in
accordance
with
the
Partnership
Agreement,
applicable
Law
and
NYSE
rules,
and
as
soon
as
practicable
following
the
Execution
Date,
all
action necessary
to
call,
set
a
record
date
for,
give
notice
of,
hold,
and
convene
an
appropriate
meeting
of
the
holders
of
Partnership
Voting
Units
to
consider
and
vote upon
the
approval
of
this
Agreement
(including
any
adjournment
or
postponement,
the
"
Partnership
Unitholder
Meeting
").
(b)
General
Partner
Recommendation.
Subject
to
Section
5.5(b)
,
the
General
Partner
Board
and
the
Partnership
Conflicts
Committee
shall recommend
approval
of
this
Agreement
to
the
Holders
of
Partnership
Voting
Units
(the
"
General
Partner
Recommendation
")
and
shall
not
(i)
withdraw, modify,
or
qualify,
or
propose
publicly
to
withdraw,
modify,
or
qualify,
in
a
manner
adverse
to
Parent,
the
General
Partner
Recommendation,
(ii)
if
any Acquisition
Proposal
has
been
made
public,
fail
to
issue
a
press
release
recommending
against
such
Acquisition
Proposal
and
reaffirming
the
General Partner
Recommendation,
if
requested
by
Parent
in
writing,
within
the
earlier
of
(x)
five
Business
Days
after
such
written
request
and
(y)
two
Business days
before
the
Partnership
Unitholder
Meeting;
provided,
however
,
that
Parent
may
only
make
such
request
once
with
respect
to
a
particular
Acquisition Proposal
unless
such
Acquisition
Proposal
is
materially
modified,
in
which
case
Parent
may
make
such
request
once
with
respect
to
each
such
material modification,
(iii)
fail
to
announce
publicly,
within
ten
Business
Days
after
a
tender
offer
or
exchange
offer
relating
to
any
securities
of
the
Partnership
has been
commenced,
that
the
General
Partner
Board
and
the
Partnership
Conflicts
Committee
recommend
rejection
of
such
tender
or
A-44
exchange
offer,
(iv)
fail
to
include
such
General
Partner
Recommendation
in
the
joint
Proxy/Information
Statement,
or
(v)
resolve
or
publicly
propose
to
do any
of
the
foregoing
(any
such
action,
a
"
Recommendation
Change
").
Unless
the
General
Partner
Board
and
the
Partnership
Conflicts
Committee
shall have
made
a
Recommendation
Change
pursuant
to
Section
5.5
,
the
General
Partner
shall
use
reasonable
best
efforts
to
obtain
from
the
holders
of Partnership
Voting
Units
the
Partnership
Unitholder
Approval.
Anything
to
the
contrary
in
this
Agreement
notwithstanding,
the
General
Partner
may postpone
or
adjourn
the
Partnership
Unitholder
Meeting
(A)
to
solicit
additional
proxies
for
the
purpose
of
obtaining
the
Partnership
Unitholder
Approval, (B)
in
the
absence
of
quorum,
or
(C)
to
allow
reasonable
additional
time
for
the
filing
and/or
mailing
of
any
supplemental
or
amended
disclosure
that
the Partnership
has
determined
after
consultation
with
outside
legal
counsel
is
necessary
under
applicable
Law
and
for
such
supplemental
or
amended disclosure
to
be
disseminated
and
reviewed
by
the
holders
of
Partnership
Voting
Units
prior
to
the
Partnership
Unitholder
Meeting;
provided
,
however
, that
in
each
case,
without
the
prior
written
consent
of
Parent,
the
Partnership
shall
not
be
permitted
to
postpone
or
adjourn
the
Partnership
Unitholder Meeting
for
more
than
ten
Business
Days
later
than
the
most
recently
adjourned
meeting
or
to
a
date
after
the
date
that
is
two
Business
Days
prior
to
the Termination
Date.
Anything
to
the
contrary
in
this
Agreement
notwithstanding,
unless
this
Agreement
is
validly
terminated
in
accordance
with
Article
VII
, the
Partnership
shall
submit
this
Agreement
for
approval
at
the
Partnership
Unitholder
Meeting
even
if
the
General
Partner
Board
and
the
Partnership Conflicts
Committee
shall
have
effected
a
Recommendation
Change.
Section
5.5
Acquisition
Proposals;
Recommendation
Change.
(a)
Acquisition
Proposals.
(i)
The
General
Partner
shall,
and
shall
cause
the
Partnership
and
its
Subsidiaries
to,
and
shall
use
its
reasonable
best
efforts,
and
cause
the Partnership
and
its
Subsidiaries
to
use
their
reasonable
best
efforts
to,
cause
their
respective
Representatives
to,
immediately
cease
and
cause
to
be terminated
any
discussions
or
negotiations
with
any
Person
conducted
heretofore
with
respect
to
an
Acquisition
Proposal
and
immediately
prohibit any
access
by
any
Person
(other
than
the
Parent
Group
Entities
and
their
respective
Representatives)
to
any
confidential
information
relating
to
an Acquisition
Proposal.
The
General
Partner
shall
not,
and
shall
cause
the
Partnership
and
its
Subsidiaries
not
to,
and
shall
use
its
reasonable
best efforts
to,
and
cause
the
Partnership
and
its
Subsidiaries
to
use
their
reasonable
best
efforts
to,
cause
their
respective
Representatives
not
to,
directly or
indirectly,
(A)
initiate,
solicit,
or
knowingly
encourage
or
knowingly
facilitate,
the
submission
of
any
Acquisition
Proposal
or
any
inquiries
or proposals
that
could
reasonably
be
expected
to
lead
to
an
Acquisition
Proposal,
(B)
participate
in
any
discussions
or
negotiations
regarding,
or furnish
to
any
Person
any
non-public
information
regarding,
the
Partnership
in
connection
with
any
Acquisition
Proposal,
(C)
approve,
endorse, recommend,
or
enter
into
any
confidentiality
agreement,
letter
of
intent,
option
agreement,
agreement
in
principle,
or
other
agreement
or
contract, whether
written
or
oral,
with
any
Person
(other
than
a
Parent
Group
Entity)
concerning
an
Acquisition
Proposal
(except
in
compliance
with Section
5.5(a)(ii)
),
(D)
terminate,
amend,
release,
modify,
or
fail
to
enforce
any
provision
of,
or
grant
any
permission,
waiver,
or
request
under,
any standstill,
confidentiality,
or
similar
contract
entered
into
in
compliance
with
Section
5.5(a)(ii)
by
the
General
Partner
or
one
or
more
Partnership Group
Entities
in
respect
of
or
in
contemplation
of
an
Acquisition
Proposal,
(E)
take
any
action
to
make
the
provisions
of
any
Takeover
Laws inapplicable
to
any
transactions
contemplated
by
any
Acquisition
Proposal,
or
(F)
resolve
or
publicly
propose
or
announce
to
do
any
of
the foregoing;
provided
,
however
,
that
to
the
extent
any
such
action
or
failure
to
act
was
taken
or
committed
solely
(x)
by
Parent
or
its
Affiliates
or
its Representatives
acting
solely
on
behalf
of,
or
solely
at
the
direction
of,
Parent,
or
(y)
by
the
General
Partner
or
the
Partnership
at
the
direction
of Parent
or
its
A-45
Affiliates
or
its
Representatives
acting
solely
on
behalf
of,
or
solely
at
the
direction
of,
Parent,
such
action
or
failure
to
act
shall
not
constitute
a violation
or
breach
of
this
Section
5.5(a)
by
the
Partnership
or
the
General
Partner.
(ii)
If
the
General
Partner,
any
Partnership
Group
Entity,
or
any
of
their
respective
Representatives
receives
a
Bona
Fide
Acquisition Proposal,
the
General
Partner
shall,
or
shall
cause
such
Person,
as
applicable,
to,
promptly
deliver
such
Bona
Fide
Acquisition
Proposal
to
the General
Partner
Board
and
the
Partnership
Conflicts
Committee.
Anything
to
the
contrary
in
Section
5.5(a)(i)
notwithstanding,
prior
to
obtaining Partnership
Unitholder
Approval,
the
General
Partner,
for
and
on
behalf
of
the
Partnership,
may
furnish
any
information
to
and
enter
into
or participate
in
discussions
or
negotiations
with,
any
Person
that
makes
a
Bona
Fide
Acquisition
Proposal
(such
Person
making
such
a
proposal,
a
" Receiving
Party
"),
if
(A)
the
General
Partner
Board
and
the
Partnership
Conflicts
Committee,
after
consultation
with
their
respective
outside
legal counsel(s)
and
financial
advisors,
determine
in
good
faith
(1)
that
such
Acquisition
Proposal
constitutes
or
is
reasonably
likely
to
result
in
a Superior
Proposal
and
(2)
that
failure
to
permit
the
General
Partner
to
furnish
information
to,
or
enter
into
or
participate
in
discussions
or negotiations
with,
such
Receiving
Party
would
be
inconsistent
with
their
respective
duties
to
the
holders
of
Partnership
Units
under
applicable
Law, as
modified
by
the
Partnership
Agreement,
(B)
prior
to
the
General
Partner
furnishing
any
non-public
information
or
data
pertaining
to
the Partnership
or
any
of
its
Subsidiaries
(the
"
Non-Public
Information
")
to
such
Receiving
Party,
(1)
the
Partnership
receives
from
such
Receiving Party
an
executed
Confidentiality
Agreement,
(2)
the
Partnership
furnishes
a
copy
of
such
executed
Confidentiality
Agreement
to
Parent,
and (3)
the
Partnership
notifies
Parent
of
the
identity
of
such
Receiving
Party,
and
(C)
such
Bona
Fide
Acquisition
Proposal
was
not
the
result
of
a breach
of
Section
5.5(a)(i)
.
(iii)
The
Partnership
agrees
that
any
breach
of
the
restrictions
or
obligations
set
forth
in
this
Section
5.5(a)
by
the
General
Partner
Board
or
the Partnership
Conflicts
Committee
or,
to
the
extent
directed
by
the
General
Partner
Board
or
the
Partnership
Conflicts
Committee,
as
applicable,
any of
their
respective
Representatives,
shall
constitute
a
breach
of
this
Section
5.5(a)
by
the
Partnership,
unless
such
Representative
is
also
a Representative
of
Parent
and
is
acting
solely
on
behalf
of,
or
at
the
direction
of,
Parent.
(iv)
The
General
Partner,
for
and
on
behalf
of
the
Partnership,
shall,
as
promptly
as
practicable
(and
in
any
event
within
24
hours
of
receipt) advise
Parent
orally
and
in
writing
if
any
proposal,
offer,
inquiry,
or
other
contact
is
received
by,
any
information
is
requested
from,
or
any discussions
or
negotiations
are
sought
to
be
initiated
or
continued
with,
the
Partnership
in
respect
of
any
Acquisition
Proposal,
and
shall,
in
any such
notice
to
Parent,
indicate
the
identity
of
the
Person
making
such
proposal,
offer,
inquiry,
or
other
contact
and
the
terms
and
conditions
of
any proposals
or
offers
or
the
nature
of
any
inquiries
or
contacts
(and
shall
include
with
such
notice
copies
of
any
written
materials
received
from
or
on behalf
of
such
Person
relating
to
such
proposal,
offer,
inquiry,
or
request).
The
Partnership
shall
thereafter
keep
Parent
informed
on
a
reasonably current
basis
of
all
material
developments
affecting
the
status
and
terms
of
any
such
proposals,
offers,
inquiries,
or
requests
(and
the
Partnership shall
promptly
provide
Parent
with
copies
of
any
additional
material
written
materials
received
by
the
Partnership
or
that
the
Partnership
has delivered
to
any
third
party
making
an
Acquisition
Proposal
that
relate
to
such
proposals,
offers,
inquiries,
or
requests)
and
of
the
status
of
any
such discussions
or
negotiations.
(b)
Recommendation
Change.
Anything
to
the
contrary
in
this
Agreement
notwithstanding,
at
any
time
prior
to
obtaining
the
Partnership Unitholder
Approval,
either
or
both
of
the
General
Partner
Board
(upon
the
recommendation
of
the
Partnership
Conflicts
Committee)
or
the
Partnership Conflicts
Committee
may
make
a
Recommendation
Change
if,
after
consultation
with
A-46
its
or
their
respective
outside
legal
counsel(s)
and
financial
advisor(s),
the
General
Partner
Board
(upon
the
recommendation
of
the
Partnership
Conflicts Committee)
and/or
the
Partnership
Conflicts
Committee
(as
the
case
may
be)
determines
in
good
faith
that
the
failure
to
make
a
Recommendation
Change would
be
inconsistent
with
their
respective
duties
to
the
holders
of
Partnership
Units
under
applicable
Law,
as
modified
by
the
Partnership
Agreement. Notwithstanding
the
foregoing,
(x)
no
such
Recommendation
Change
shall
be
made
other
than
in
response
to
(1)
a
Superior
Proposal
that
did
not
result from
a
breach
of
this
Section
5.5
or
(2)
an
Intervening
Event
and
(y)
neither
the
General
Partner
Board
nor
the
Partnership
Conflicts
Committee,
as
the
case may
be,
shall
be
entitled
to
exercise
its
right
to
make
a
Recommendation
Change
pursuant
to
this
Section
5.5(b)
unless:
(i)
the
General
Partner
Board
or
the
Partnership
Conflicts
Committee
(as
the
case
may
be)
has
provided
prior
written
notice
to
Parent specifying
in
reasonable
detail
the
reasons
for
making
a
Recommendation
Change
(including,
in
the
case
of
a
Superior
Proposal,
the
material
terms of
such
Superior
Proposal,
the
identity
of
the
Person
making
such
Superior
Proposal,
and
complete
copies
of
any
written
proposal
or
offer (including
proposed
agreements),
and
in
the
case
of
an
Intervening
Event,
a
reasonably
detailed
description
of
such
Intervening
Event)
at
least
four days
in
advance
of
its
intention
to
take
action
with
respect
to
a
Recommendation
Change,
unless
at
the
time
such
notice
is
required
to
be
given
there are
less
than
four
days
prior
to
the
Partnership
Unitholder
Meeting,
in
which
case,
the
General
Partner
Board
or
the
Partnership
Conflicts Committee
(as
the
case
may
be)
shall
provide
as
much
notice
as
is
reasonably
practicable
(the
period
inclusive
of
all
such
days,
the
"
Partnership Notice
Period
");
and
(ii)
during
the
Partnership
Notice
Period,
the
General
Partner
Board
and/or
the
Partnership
Conflicts
Committee
(as
the
case
may
be)
has (A)
negotiated
with
Parent
and
the
Parent
Conflicts
Committee
in
good
faith
(to
the
extent
Parent
and
the
Parent
Conflicts
Committee
desire
to negotiate)
to
make
such
adjustments
in
the
terms
and
conditions
of
this
Agreement
so
that
the
failure
to
effect
such
Recommendation
Change
would not
be
inconsistent
with
the
respective
duties
of
the
General
Partner
Board
and
the
Partnership
Conflicts
Committee
to
holders
of
Partnership Unaffiliated
Units
under
applicable
Law,
as
modified
by
the
Partnership
Agreement,
and
(B)
kept
Parent
and
the
Parent
Conflicts
Committee reasonably
informed
with
respect
to,
(1)
if
such
Recommendation
Change
is
made
in
response
to
a
Superior
Proposal,
the
status
and
changes
in
the material
terms
and
conditions
of
such
Superior
Proposal
(it
being
understood
that
any
change
in
the
purchase
price
in
such
Superior
Proposal
shall be
deemed
a
material
amendment),
and
(2)
if
such
Recommendation
Change
is
made
in
response
to
an
Intervening
Event,
any
changes
in circumstances
related
to
such
Intervening
Event
;
provided
,
however
,
that
any
material
amendment
to
the
terms
of
a
Superior
Proposal,
if applicable,
shall
require
a
new
notice
pursuant
to
this
Section
5.5
and
a
new
Partnership
Notice
Period,
except
that
such
new
Partnership
Notice Period
in
connection
with
any
material
amendment
shall
be
for
two
days
from
the
time
Parent
receives
such
notice
(as
opposed
to
four
days).
(c)
Nothing
contained
in
this
Agreement
shall
prevent
the
Partnership,
the
General
Partner,
the
General
Partner
Board,
or
the
Partnership
Conflicts Committee
from
issuing
a
"stop,
look
and
listen"
communication
pursuant
to
Rule
14d-9(f)
under
the
Exchange
Act
or
complying
with
Rule
14d-9
and Rule
14e-2
under
the
Exchange
Act
with
respect
to
an
Acquisition
Proposal
if
the
General
Partner
Board
or
the
Partnership
Conflicts
Committee determines
in
good
faith
(after
consultation
with
its
outside
legal
counsel(s))
that
its
failure
to
do
so
would
be
reasonably
likely
to
constitute
a
violation
of applicable
Law;
provided
,
however
,
that
the
General
Partner
Recommendation
is
expressly
reaffirmed
in
any
such
communication
unless
a Recommendation
Change
has
occurred
in
accordance
with
Section
5.5(b)
.
A-47
Section
5.6
Reasonable
Best
Efforts;
Further
Assurances.
From
and
after
the
Execution
Date,
but
subject
to
Article
VII
,
upon
the
terms
and
subject
to the
conditions
hereof,
each
of
the
Parties
shall
use
its
reasonable
best
efforts
to
(a)
take,
or
cause
to
be
taken,
all
appropriate
action,
and
to
do
or
cause
to
be
done, all
things
necessary,
proper
or
advisable
under
applicable
Laws
to
consummate
and
make
effective
the
Transactions
as
promptly
as
practicable
and
(b)
defend
any Proceedings,
whether
judicial
or
administrative,
challenging
this
Agreement
or
the
consummation
of
the
Transactions
or
seek
to
have
lifted
or
rescinded
any injunction
or
restraining
order
or
other
order
adversely
affecting
the
ability
of
the
Parties
to
consummate
the
Transactions.
Without
limiting
the
foregoing
but subject
to
the
other
terms
of
this
Agreement,
the
Parties
agree
that,
from
time
to
time,
whether
before,
at,
or
after
the
Closing
Date,
each
of
them
will
execute
and deliver,
or
cause
to
be
executed
and
delivered,
such
instruments
of
assignment,
transfer,
conveyance,
endorsement,
direction,
or
authorization
as
may
be
necessary to
consummate
and
make
effective
the
Transactions.
Section
5.7
Public
Announcement.
On
the
Execution
Date
or
prior
to
the
commencement
of
trading
of
the
Partnership
Common
Units
and
the
Parent Common
Units
on
the
Business
Day
following
the
Execution
Date,
the
Partnership
and
Parent
shall
issue
a
joint
press
release
with
respect
to
the
execution
of
this Agreement
and
the
Transactions,
which
press
release
shall
be
reasonably
satisfactory
to
the
Partnership
and
Parent.
Except
in
connection
with
a
Recommendation Change,
if
any,
no
Party
shall
issue
any
other
press
release
or
make
any
other
public
announcement
concerning
this
Agreement
or
the
Transactions
(to
the
extent not
previously
issued
or
made
in
accordance
with
this
Agreement)
(other
than
as
may
be
required
by
applicable
Law
or
pursuant
to
the
rules
of
the
NYSE,
in
which event
the
Party
making
the
public
announcement
or
press
release
shall,
to
the
extent
practicable,
notify
the
other
Parties
in
advance
of
such
public
announcement
or press
release)
without
the
prior
approval
of
Parent,
if
such
Party
is
a
Partnership
Party,
or
the
Partnership,
if
such
Party
is
a
Parent
Party,
which
approval
shall
not be
unreasonably
withheld,
delayed
or
conditioned.
Section
5.8
Expenses.
Except
as
otherwise
provided
in
Section
2.3(a)
,
whether
or
not
the
Transactions
are
consummated,
all
costs
and
expenses incurred
in
connection
with
this
Agreement,
including
legal
fees,
accounting
fees,
financial
advisory
fees
and
other
professional
and
non-professional
fees
and expenses,
shall
be
paid
by
the
Party
incurring
such
expenses,
except
that
Parent
and
the
Partnership
shall
each
pay
for
one-half
of
(a)
any
filing
fees
with
respect
to the
Registration
Statement
and
the
joint
Proxy/Information
Statement
constituting
a
part
thereof
and
(b)
the
costs
of
printing
and
mailing
of
the
joint Proxy/Information
Statement,
and
Parent
shall
pay
for
any
filing
fees
and
other
costs
and
expenses
relating
to
the
preparation
and
filing
of
any
filing
with
a Governmental
Authority
required
in
connection
with
this
Agreement
and
the
Transactions,
including
any
filings
required
under
the
HSR
Act.
Section
5.9
Regulatory
Issues.
(a)
The
Parties
shall
cooperate
fully
with
respect
to
any
filing,
submission
or
communication
with
a
Governmental
Authority
having
jurisdiction
over the
Transactions.
Such
cooperation
shall
include
each
of
the
Parties:
(i)
providing,
in
the
case
of
oral
communications
with
a
Governmental
Authority, advance
notice
of
any
such
communication
and,
to
the
extent
permitted
by
applicable
Law,
an
opportunity
for
each
other
Party
to
participate;
(ii)
providing, in
the
case
of
written
communications,
an
opportunity
for
each
other
Party
to
comment
on
any
such
communication
and
provide
the
other
with
a
final
copy of
all
such
communications;
and
(iii)
complying
promptly
with
any
request
for
information
from
a
Governmental
Authority
(including
an
additional
request for
information
and
documentary
material),
unless
directed
not
to
do
so
by
any
other
Party.
All
cooperation
shall
be
conducted
in
such
a
manner
so
as
to preserve
all
applicable
privileges.
(b)
In
furtherance
and
not
in
limitation
of
the
foregoing,
the
Parties
shall
cooperate
fully
to
(i)
make
an
appropriate
filing
of
a
Notification
and
Report Form
pursuant
to
the
HSR
Act
with
respect
to
the
Transactions
as
promptly
as
practicable,
and
in
any
event
within
ten
Business
Days
A-48
after
the
Execution
Date
(unless
a
later
date
is
mutually
agreed
to
by
the
Parties)
and
(ii)
supply
as
promptly
as
practicable
any
additional
information
and documentary
material
that
may
be
requested
by
any
Governmental
Authority
pursuant
to
the
HSR
Act
and
use
its
reasonable
best
efforts
to
take,
or
cause
to be
taken,
all
other
actions
consistent
with
this
Section
5.9(b)
necessary
to
cause
the
expiration
or
termination
of
any
applicable
waiting
periods
under
the HSR
Act
as
promptly
as
practicable
(and
in
any
event
no
later
than
the
Termination
Date).
Section
5.10
Tax
Matters.
For
U.S.
federal
income
tax
purposes
(and
for
purposes
of
any
applicable
state,
local,
or
foreign
Tax
that
follows
the
U.S. federal
income
tax
treatment),
the
Parties
agree
to
treat
the
Merger
(a)
with
respect
to
Holders
of
Partnership
Public
Units,
as
a
taxable
sale
of
such
Partnership Public
Units
to
Parent
and
(b)
with
respect
to
Parent,
as
a
purchase
by
Parent
of
such
Partnership
Public
Units
from
the
Holders
thereof.
The
Parties
will
prepare and
file
all
Tax
Returns
consistent
with
the
foregoing
and
will
not
take
any
inconsistent
position
on
any
Tax
Return,
or
during
the
course
of
any
Proceeding
with respect
to
Taxes,
except
as
otherwise
required
by
applicable
Law
following
a
final
determination
by
a
court
of
competent
jurisdiction
or
other
administrative settlement
with
or
final
administrative
decision
by
the
relevant
Governmental
Authority.
Section
5.11
Listing
of
Parent
Common
Units.
Parent
shall
use
its
reasonable
best
efforts
to
cause
the
Parent
Common
Units
to
be
issued
as
Merger Consideration
pursuant
to
this
Agreement
to
be
approved
for
listing
on
the
NYSE
(subject,
if
applicable,
to
notice
of
issuance)
prior
to
the
Effective
Time.
Section
5.12
Termination
of
Trading
and
Deregistration
of
Partnership
Common
Units.
The
Partnership
shall
cooperate
with
Parent,
and
shall
use reasonable
best
efforts
to
take,
or
cause
to
be
taken,
all
actions
and
to
do,
or
cause
to
be
done,
all
things
reasonably
necessary,
proper
or
advisable
under
applicable Law
and
rules
of
the
NYSE
to
cause
(a)
the
delisting
of
the
Partnership
Common
Units
on
the
NYSE
and
the
termination
of
trading
of
the
Partnership
Common Units
on
the
Closing
Date
and
prior
to
the
Effective
Time
and
(b)
the
deregistration
of
the
Partnership
Common
Units
under
the
Exchange
Act
as
promptly
as practicable
after
the
Effective
Time.
Section
5.13
Distributions.
After
the
date
of
this
Agreement
and
until
the
Effective
Time,
the
General
Partner
shall
(and
the
Parent
shall,
directly
or indirectly,
cause
its
Representatives
on
the
General
Partner
Board
to)
determine,
declare,
and
cause
the
Partnership
to
pay
regular
quarterly
cash
distributions
on the
Partnership
Common
Units
for
each
quarter
in
accordance
with
the
Partnership
Agreement
and
in
the
ordinary
course
of
business
consistent
with
past
practice, including
with
respect
to
the
timing
of
record
dates
and
payment
dates;
provided
,
however
,
that,
subject
to
applicable
Law,
any
such
regular
quarterly
distribution shall
not
be
less
than
$0.39
per
Partnership
Common
Unit
without
the
separate
determination
and
approval
of
the
Partnership
Conflicts
Committee.
The
General Partner
shall
(and
the
Parent
shall,
directly
or
indirectly,
cause
its
Representatives
on
the
General
Partner
Board
to)
designate
the
record
date
for
the
quarterly
cash distribution
related
to
the
quarter
immediately
prior
to
the
quarter
in
which
the
Closing
occurs
so
that
such
record
date
precedes
the
Effective
Time
so
as
to
permit the
payment
of
such
quarterly
distribution
to
the
Holders
of
the
Partnership
Common
Units.
From
the
Execution
Date
until
the
Effective
Time,
subject
to
the foregoing,
each
of
Parent
and
the
Partnership
shall
coordinate
with
the
other
regarding
the
declaration
of
any
distributions
in
respect
of
Parent
Common
Units
and Partnership
Common
Units,
and
the
record
dates
and
payment
dates
relating
thereto.
It
is
the
intention
of
the
Parties
that
Holders
of
Partnership
Public
Units
shall not
receive,
for
any
quarter,
distributions
in
respect
of
both
Partnership
Public
Units
and
Parent
Common
Units
that
they
receive
upon
conversion
thereof
in
the Merger,
but
that
instead
they
shall
receive,
for
any
such
quarter,
either:
(a)
only
distributions
in
respect
of
Partnership
Public
Units
or
(b)
only
distributions
in respect
of
Parent
Common
Units
that
they
receive
upon
conversion
thereof
in
the
Merger.
A-49
Section
5.14
Section
16
Matters.
Prior
to
the
Effective
Time,
the
Partnership
and
Parent
shall
take
all
such
steps
as
may
be
necessary
or
appropriate
to cause
the
Transactions,
including
any
dispositions
of
Partnership
Common
Units
(including
derivative
securities
with
respect
to
such
Partnership
Common
Units) or
acquisitions
of
Parent
Common
Units
(including
derivative
securities
with
respect
to
such
Parent
Common
Units)
resulting
from
the
Transactions
by
each individual
who
is
subject
to
the
reporting
requirements
of
Section
16(a)
of
the
Exchange
Act
with
respect
to
the
Partnership,
or
will
become
subject
to
such reporting
requirements
with
respect
to
Parent,
to
be
exempt
under
Rule
16b-3
promulgated
under
the
Exchange
Act.
Section
5.15
Conflicts
Committee.
(a)
Prior
to
the
Effective
Time,
neither
the
General
Partner
nor
any
Partnership
Group
Entity
is
permitted
to,
without
the
consent
of
the
Partnership Conflicts
Committee,
eliminate
the
Partnership
Conflicts
Committee,
or
revoke
or
diminish
the
authority
of
the
Partnership
Conflicts
Committee,
or remove
or
cause
the
removal
of
any
director
of
the
General
Partner
Board
that
is
a
member
of
the
Partnership
Conflicts
Committee
either
as
a
member
of such
board
or
such
committee.
For
the
avoidance
of
doubt,
this
Section
5.15(a)
shall
not
apply
to
the
filling
(in
accordance
with
the
provisions
of
the applicable
Partnership
Agreement
and/or
the
General
Partner
LLC
Agreement)
of
any
vacancies
caused
by
the
death,
incapacity,
or
resignation
of
any director.
(b)
Prior
to
the
Effective
Time,
neither
Parent
Managing
Member
nor
any
Parent
Group
Entity
is
permitted
to,
without
the
consent
of
the
Parent Conflicts
Committee,
eliminate
the
Parent
Conflicts
Committee,
or
revoke
or
diminish
the
authority
of
the
Parent
Conflicts
Committee,
or
remove
or
cause the
removal
of
any
director
of
the
Parent
Board
that
is
a
member
of
the
Parent
Conflicts
Committee
either
as
a
member
of
such
board
or
such
committee. For
the
avoidance
of
doubt,
this
Section
5.15(b)
shall
not
apply
to
the
filling
(in
accordance
with
the
provisions
of
the
applicable
Parent
Operating Agreement
and/or
the
Organizational
Documents
of
Parent
Managing
Member)
of
any
vacancies
caused
by
the
death,
incapacity,
or
resignation
of
any director.
Section
5.16
Takeover
Statutes.
No
Party
shall
take
any
action
that
would
cause
the
Transactions
to
be
subject
to
requirements
imposed
by
any
Takeover Laws,
and
each
Party
shall
take
all
necessary
steps
within
its
control
to
exempt
(or
ensure
the
continued
exemption
of)
the
Transactions
from,
or
if
necessary challenge
the
validity
or
applicability
of,
any
rights
plan
adopted
by
such
Party
or
any
applicable
Takeover
Law,
as
now
or
hereafter
in
effect,
including,
without limitation,
Takeover
Laws
of
any
state
that
purport
to
apply
to
this
Agreement
or
the
Transactions.
Section
5.17
Director
Indemnification;
Insurance.
(a)
From
and
after
the
Effective
Time,
to
the
fullest
extent
permitted
under
applicable
Laws,
Parent
and
the
Surviving
Entity
shall,
and
shall
cause
the Partnership
Group
Entities
to:
(i)
(A)
indemnify
and
hold
harmless
each
Partnership
Indemnified
Party
against
(1)
any
reasonable
costs
or
expenses
(including
reasonable attorneys'
fees
and
all
other
reasonable
costs,
expenses,
and
obligations
(including
experts'
fees,
travel
expenses,
court
costs,
retainers,
transcript fees,
duplicating,
printing,
and
binding
costs,
as
well
as
telecommunications,
postage,
and
courier
charges))
paid
or
incurred
in
connection
with investigating,
defending,
being
a
witness
in,
or
participating
in
(including
on
appeal),
or
preparing
to
investigate,
defend,
be
a
witness
in,
or participate
in,
any
Proceeding
arising
from
acts
or
omissions
occurring
at
or
prior
to
the
Effective
Time
(including
the
Transactions),
including
any Proceeding
relating
to
a
claim
for
indemnification
or
advancement
brought
by
a
Partnership
Indemnified
Party,
and
(2)
judgments,
fines,
losses, claims,
damages,
or
liabilities,
penalties,
and
amounts
paid
in
settlement
(including
all
interest,
assessments,
and
other
charges
paid
or
payable
in connection
therewith
or
in
respect
of
any
thereof)
in
connection
with
any
actual
or
threatened
Proceeding
A-50
arising
from
acts
or
omissions
occurring
at
or
prior
to
the
Effective
Time
(including
the
Transactions),
and
(B)
upon
receipt
by
Parent
of
an undertaking
by
or
on
behalf
of
such
Partnership
Indemnified
Party
to
repay
such
amount
if
it
shall
be
determined
in
a
final
and
non-appealable judgment
entered
by
a
court
of
competent
jurisdiction
that
the
Partnership
Indemnified
Party
is
not
entitled
to
be
indemnified,
provide
advancement of
expenses
with
respect
to
each
of
the
foregoing
to,
all
Partnership
Indemnified
Parties;
and
(ii)
honor
all
rights
to
indemnification,
advancement
of
expenses,
elimination
of
liability,
and
exculpation
from
liabilities
for
acts
or omissions
occurring
at
or
prior
to
the
Effective
Time
(including
the
Transactions)
now
existing
in
favor
of
the
Partnership
Indemnified
Parties
as provided
in
the
Organizational
Documents
of
any
Partnership
Group
Entity,
under
applicable
Law,
or
otherwise,
and
shall
ensure
that
the Organizational
Documents
of
the
Partnership
and
the
General
Partner
(or
their
successor
entities)
shall,
for
a
period
of
six
years
following
the Effective
Time,
contain
provisions
substantially
no
less
advantageous
with
respect
to
indemnification,
advancement
of
expenses,
elimination
of liability,
and
exculpation
of
their
present
and
former
directors
than
are
set
forth
in
the
Organizational
Documents
of
the
Partnership
and
the
General Partner
as
of
the
Execution
Date.
Any
right
of
a
Partnership
Indemnified
Party
pursuant
to
this
Section
5.17(a)
shall
not
be
amended,
repealed,
terminated,
or
otherwise
modified
at
any
time in
a
manner
that
would
adversely
affect
the
rights
of
such
Partnership
Indemnified
Party
as
provided
herein,
and
shall
be
enforceable
by
such
Partnership Indemnified
Party
and
their
respective
heirs
and
representatives
against
Parent
and
its
respective
successors
and
assigns.
(b)
For
a
period
of
six
years
after
the
Effective
Time,
Parent
or
the
Surviving
Entity
shall
maintain
officers'
and
directors'
liability
insurance
with
a nationally
reputable
carrier
covering
each
Partnership
Indemnified
Party
who
is
or
at
any
time
prior
to
the
Effective
Time
was
covered
by
the
existing officers'
and
directors'
liability
insurance
applicable
to
the
Partnership
Group
Entities
("
D&O
Insurance
"),
on
terms
substantially
no
less
advantageous
to the
Partnership
Indemnified
Parties,
as
applicable,
than
such
existing
insurance
with
respect
to
acts
or
omissions,
or
alleged
acts
or
omissions,
at
or
prior
to the
Effective
Time
(whether
claims,
actions
or
other
Proceedings
relating
thereto
are
commenced,
asserted,
or
claimed
before
or
after
the
Effective
Time); provided
,
however
,
that
Parent
or
the
Surviving
Entity,
as
applicable,
shall
not
be
required
to
pay
an
annual
premium
for
the
D&O
Insurance
for
the Partnership
Indemnified
Parties
in
excess
of
300%
of
the
current
annual
premium
currently
paid
by
the
Partnership
Group
Entities
for
such
insurance,
but shall
purchase
as
much
of
such
coverage
as
possible
for
such
applicable
amount.
Parent
or
the
Surviving
Entity
shall
have
the
right
to
cause
such
coverage to
be
extended
under
the
applicable
D&O
Insurance
by
obtaining
a
six-year
"tail"
policy
on
terms
and
conditions
no
less
advantageous
to
the
Partnership Indemnified
Parties
than
the
existing
D&O
Insurance,
and
such
"tail"
policy
shall
satisfy
the
provisions
of
this
Section
5.17
.
(c)
The
provisions
of
this
Section
5.17
shall
survive
the
consummation
of
the
Merger
and
the
other
Transactions
for
a
period
of
six
years
and expressly
are
intended
to
benefit
each
of
the
Partnership
Indemnified
Parties;
provided
,
however
,
that
in
the
event
that
any
claim
or
claims
for indemnification
or
advancement
set
forth
in
this
Section
5.17
are
asserted
or
made
within
such
six-year
period,
all
rights
to
indemnification
and advancement
in
respect
of
any
such
claim
or
claims
shall
continue
until
disposition
of
all
such
claims.
The
rights
of
any
Partnership
Indemnified
Party under
this
Section
5.17
shall
be
in
addition
to
any
other
rights
such
Partnership
Indemnified
Party
may
have
under
the
Organizational
Documents
of
any Partnership
Group
Entity
or
applicable
Law.
(d)
In
the
event
Parent
or
any
of
its
successors
or
assigns
(i)
consolidates
with
or
merges
into
any
other
Person
and
shall
not
be
the
continuing
or surviving
entity
in
such
consolidation
or
A-51
merger
or
(ii)
transfers
all
or
substantially
all
of
its
properties
and
assets
to
any
Person,
then
and
in
either
such
case,
Parent
shall
cause
proper
provision
to be
made
so
that
its
successors
and
assigns,
as
the
case
may
be,
shall
assume
the
obligations
set
forth
in
this
Section
5.17
.
Section
5.18
Securityholder
Litigation.
Each
of
Parent
and
the
Partnership
shall
give
the
other
the
opportunity
to
participate
in
the
defense
or
settlement of
any
securityholder
litigation
against
any
such
Party
and/or
its
officers
and
directors
relating
to
this
Agreement
or
the
Transactions;
provided
that
the
Party subject
to
the
litigation
shall
in
any
event
control
such
defense
and/or
settlement
(subject
to
Section
5.1(b)(vii)
)
and
shall
not
be
required
to
provide
information
if doing
so
would
reasonably
be
expected
to
threaten
the
loss
of
any
attorney-client
privilege
or
other
applicable
legal
privilege.
ARTICLE
VI
CONDITIONS
TO
CLOSING
Section
6.1
Conditions
to
Each
Party's
Obligations.
The
obligation
of
the
Parties
to
proceed
with
the
Closing
is
subject
to
the
satisfaction
on
or
prior
to the
Closing
Date
of
all
of
the
following
conditions,
any
one
or
more
of
which
may
be
waived,
in
whole
or
in
part
(to
the
extent
legally
permissible),
by
all
of
the Parties
in
writing:
(a)
Partnership
Unitholder
Approval.
The
Partnership
Unitholder
Approval
shall
have
been
obtained.
(b)
Parent
Unitholder
Consent.
The
Parent
Unitholder
Approval
shall
remain
in
effect
in
the
form
of
the
Parent
Written
Consent,
dated
as
of
the Execution
Date,
in
accordance
with
Section
13.11
of
the
Parent
Operating
Agreement
and
applicable
Law
and
filed
with
the
minutes
of
proceedings
of Parent,
and
such
Parent
Unitholder
Approval
in
the
form
of
the
Parent
Written
Consent
shall
not
have
been
amended,
modified,
withdrawn,
terminated,
or revoked;
provided,
however
,
that
this
Section
6.1(b)
shall
not
be
deemed
to
imply
that
the
Parent
Unitholder
Approval
or
the
Parent
Written
Consent
is permitted
by
the
Parent
Operating
Agreement
or
applicable
Law
to
be
amended,
modified,
withdrawn,
terminated,
or
revoked
following
its
execution
by the
Holders
of
the
Parent
Common
Units.
(c)
Governmental
Approvals.
(i)
Any
waiting
period
(and
any
extensions
thereof)
applicable
to
the
Transactions
under
the
HSR
Act
shall
have expired
or
been
terminated
and
(ii)
all
filings
required
to
be
made
prior
to
the
Effective
Time
with,
and
all
other
consents,
approvals,
permits,
and authorizations
required
to
be
obtained
prior
to
the
Effective
Time
from,
any
Governmental
Authority,
in
connection
with
the
execution
and
delivery
of
this Agreement
and
the
consummation
of
the
Transactions,
by
the
Parties
or
their
Affiliates
shall
have
been
made
or
obtained,
except
where
the
failure
to
make such
filings
or
obtain
such
consents,
approvals,
permits,
and
authorizations
would
not
be
reasonably
likely
to
result
in
a
Partnership
Material
Adverse Effect
or
Parent
Material
Adverse
Effect.
(d)
No
Actions.
No
order,
decree,
or
injunction
of
any
court
or
agency
of
competent
jurisdiction
shall
be
in
effect,
and
no
Law
shall
have
been enacted
or
adopted,
that
enjoins,
prohibits,
or
makes
illegal
consummation
of
any
of
the
Transactions,
and
no
action,
proceeding,
or
investigation
by
any Governmental
Authority
with
respect
to
the
Transactions
shall
be
pending
that
seeks
to
restrain,
enjoin,
prohibit,
delay,
or
make
illegal
the
consummation of
the
Merger
or
the
other
Transactions
or
to
impose
any
material
restrictions
or
requirements
thereon
or
on
Parent
or
the
Partnership
with
respect
thereto.
(e)
Information
Statement.
The
joint
Proxy/Information
Statement
shall
have
been
distributed
to
Holders
of
Parent
Common
Units
(in
accordance with
Regulation
14C
promulgated
under
the
Exchange
Act)
at
least
20
calendar
days
prior
to
the
Closing.
A-52
(f)
Registration
Statement.
The
Registration
Statement
shall
have
become
effective
under
the
Securities
Act,
no
stop
order
suspending
the effectiveness
of
the
Registration
Statement
shall
have
been
issued
and
no
Proceedings
for
that
purpose
shall
have
been
initiated
or
threatened
by
the
SEC
or any
other
Governmental
Authority.
(g)
NYSE
Listing.
The
Parent
Common
Units
to
be
issued
in
the
Merger
shall
have
been
approved
for
listing
on
the
NYSE,
subject
to
official notice
of
issuance.
Section
6.2
Conditions
to
the
Parent
Parties'
Obligations.
The
obligation
of
the
Parent
Parties
to
proceed
with
the
Closing
is
subject
to
the
satisfaction on
or
prior
to
the
Closing
Date
of
all
of
the
following
conditions,
any
one
or
more
of
which
may
be
waived
in
writing,
in
whole
or
in
part,
by
the
Parent
Parties
(in their
sole
discretion):
(a)
Representations
and
Warranties;
Performance.
(i)
(A)
The
representations
and
warranties
of
the
Partnership
Parties
contained
in
Section
3.2
,
Section
3.9(b)
,
and
Section
3.20
shall
be
true and
correct
in
all
respects,
in
each
case,
both
when
made
and
at
and
as
of
the
Closing
Date,
as
if
made
at
and
as
of
such
time
(except
to
the
extent expressly
made
as
of
an
earlier
date,
in
which
case,
as
of
such
date);
(B)
the
representations
and
warranties
of
the
Partnership
Parties
contained
in Section
3.5(a)
shall
be
true
and
correct
in
all
respects,
other
than
immaterial
misstatements
or
omissions,
both
when
made
and
at
and
as
of
the Closing
Date,
as
if
made
at
and
as
of
such
time
(except
to
the
extent
expressly
made
as
of
an
earlier
date,
in
which
case,
as
of
such
date);
and
(C)
all other
representations
and
warranties
of
the
Partnership
Parties
set
forth
herein
shall
be
true
and
correct
both
when
made
and
at
and
as
of
the
Closing Date,
as
if
made
at
and
as
of
such
time
(except
to
the
extent
expressly
made
as
of
an
earlier
date,
in
which
case,
as
of
such
date),
except,
in
the
case of
this
clause
(C),
where
the
failure
of
such
representations
and
warranties
to
be
so
true
and
correct
(without
giving
effect
to
any
limitation
as
to "materiality"
or
"Partnership
Material
Adverse
Effect"
set
forth
in
any
individual
such
representation
or
warranty)
does
not
have,
and
would
not reasonably
be
expected
to
have,
individually
or
in
the
aggregate,
a
Partnership
Material
Adverse
Effect.
(ii)
Each
of
the
Partnership
Parties
shall
have
performed
or
complied
in
all
material
respects
with
all
agreements
and
covenants
required
to
be performed
by
it
hereunder
on
or
prior
to
the
Closing
Date.
(b)
Certificate.
Parent
shall
have
received
a
certificate
signed
by
an
executive
officer
of
the
General
Partner,
dated
as
of
the
Closing
Date, certifying
as
to
the
matters
set
forth
in
Section
6.2(a).
(c)
Amended
and
Restated
Partnership
Agreement.
The
General
Partner
shall
have
executed
and
delivered
the
Amended
and
Restated
Partnership Agreement,
such
Amended
and
Restated
Partnership
Agreement
to
be
effective
as
of
the
Effective
Time.
Section
6.3
Conditions
to
the
Partnership
Parties'
Obligations.
The
obligation
of
the
Partnership
Parties
to
proceed
with
the
Closing
is
subject
to
the satisfaction
on
or
prior
to
the
Closing
Date
of
all
of
the
following
conditions,
any
one
or
more
of
which
may
be
waived
in
writing,
in
whole
or
in
part,
by
the Partnership
Parties
(in
their
sole
discretion):
(a)
Representations
and
Warranties;
Performance.
(i)
(A)
The
representations
and
warranties
of
the
Parent
Parties
contained
in
Section
4.2
,
Section
4.10(b)
,
and
Section
4.17
shall
be
true
and correct
in
all
respects,
in
each
case,
both
when
made
and
at
and
as
of
the
Closing
Date,
as
if
made
at
and
as
of
such
time
(except
to
the
extent expressly
made
as
of
an
earlier
date,
in
which
case,
as
of
such
date);
(B)
the
representations
and
warranties
of
the
Parent
Parties
contained
in Section
4.5(a)
shall
A-53
be
true
and
correct
in
all
respects,
other
than
immaterial
misstatements
or
omissions,
both
when
made
and
at
and
as
of
the
Closing
Date,
as
if
made at
and
as
of
such
time
(except
to
the
extent
expressly
made
as
of
an
earlier
date,
in
which
case,
as
of
such
date);
and
(C)
all
other
representations and
warranties
of
the
Parent
Parties
set
forth
herein
shall
be
true
and
correct
both
when
made
and
at
and
as
of
the
Closing
Date,
as
if
made
at
and
as of
such
time
(except
to
the
extent
expressly
made
as
of
an
earlier
date,
in
which
case,
as
of
such
date),
except,
in
the
case
of
this
clause
(C),
where the
failure
of
such
representations
and
warranties
to
be
so
true
and
correct
(without
giving
effect
to
any
limitation
as
to
"materiality"
or
"Parent Material
Adverse
Effect"
set
forth
in
any
individual
such
representation
or
warranty)
does
not
have,
and
would
not,
individually
or
in
the
aggregate, reasonably
be
expected
to
have
a
Parent
Material
Adverse
Effect.
(ii)
Each
of
the
Parent
Parties
shall
have
performed
or
complied
in
all
material
respects
with
all
agreements
and
covenants
required
to
be performed
by
it
hereunder
on
or
prior
to
the
Closing
Date.
(b)
Certificate.
The
Partnership
shall
have
received
a
certificate
signed
by
an
executive
officer
of
Parent
Managing
Member,
dated
as
of
the Closing
Date,
certifying
as
to
the
matters
set
forth
in
Section
6.3(a)
.
(c)
Amended
and
Restated
Parent
Operating
Agreement.
The
Parent
Managing
Member
shall
have
executed
and
delivered
the
Second
Amended and
Restated
Operating
Agreement
of
Parent,
in
the
form
attached
hereto
as
Exhibit
G
(the
"
Amended
and
Restated
Parent
Operating
Agreement
"),
such Amended
and
Restated
Parent
Operating
Agreement
to
be
effective
as
of
the
Effective
Time.
Section
6.4
Frustration
of
Conditions.
None
of
Parties
may
rely
on
the
failure
of
any
condition
set
forth
in
this
Article
VI
to
be
satisfied
if
such
failure was
caused
by
such
Party's
failure
to
act
in
good
faith
or
such
Party's
failure
to
observe
in
any
material
respect
any
of
its
obligations
under
this
Agreement.
ARTICLE
VII
TERMINATION
Section
7.1
Termination
by
Mutual
Consent.
This
Agreement
may
be
terminated
at
any
time
prior
to
the
Effective
Time
by
the
mutual
written
agreement of
(i)
the
Partnership,
duly
authorized
by
the
Partnership
Conflicts
Committee,
and
(ii)
Parent,
duly
authorized
by
the
Parent
Board.
Section
7.2
Termination
by
the
Partnership
or
Parent.
This
Agreement
may
be
terminated
at
any
time
prior
to
the
Effective
Time
by
the
Partnership (subject
to
Section
8.6
)
or
Parent
(subject
to
Section
8.6
)
if:
(a)
Termination
Date.
The
Effective
Time
shall
not
have
occurred
on
or
before
June
30,
2019
(the
"
Termination
Date
");
provided,
however
,
that the
right
to
terminate
this
Agreement
pursuant
to
this
Section
7.2(a)
shall
not
be
available
(i)
to
the
Partnership
if
any
Partnership
Party
fails
to
perform
or observe
in
any
material
respect,
or
to
Parent
if
any
Parent
Party
fails
to
perform
or
observe
in
any
material
respect,
any
of
their
respective
obligations
under this
Agreement
in
any
manner
that
shall
have
been
the
principal
cause
of,
or
resulted
in,
the
failure
of
the
Effective
Time
to
occur
on
or
before
such
date
or (ii)
to
any
Party
if
any
other
Party
has
filed
(and
is
then
pursuing)
an
action
seeking
specific
performance
as
permitted
by
Section
8.4
.
A-54
(b)
Order
of
Governmental
Authority.
A
Governmental
Authority
shall
have
issued
an
order,
decree,
or
ruling
or
taken
any
other
action
(including the
enactment
of
any
Law)
permanently
restraining,
enjoining,
or
otherwise
prohibiting
the
Transactions
and
such
order,
decree,
ruling,
or
other
action (including
the
enactment
of
any
Law)
shall
have
become
final
and
non-appealable;
provided,
however
,
that
the
Person
seeking
to
terminate
this
Agreement pursuant
to
this
Section
7.2(b)
shall
have
complied
with
Section
5.4,
Section
5.6
,
and
Section
5.9
.
(c)
No
Partnership
Unitholder
Approval.
The
Partnership
Unitholder
Meeting
shall
have
concluded,
a
vote
upon
the
approval
of
this
Agreement shall
have
been
taken,
and
the
Partnership
Unitholder
Approval
shall
not
have
been
obtained.
Section
7.3
Termination
by
the
Partnership.
This
Agreement
may
be
terminated
at
any
time
prior
to
the
Effective
Time
by
the
Partnership
(subject
to Section
8.6
)
if:
(a)
Breach.
Any
of
the
Parent
Parties
shall
have
breached
or
failed
to
perform
any
of
their
respective
representations,
warranties,
covenants,
or agreements
set
forth
in
this
Agreement
(or
if
any
of
their
respective
representations
or
warranties
set
forth
in
this
Agreement
shall
have
failed
to
be
true), which
breach
or
failure
(i)
would
(if
it
occurred
or
was
continuing
as
of
the
Closing
Date)
give
rise
to
the
failure
of
a
condition
set
forth
in
Section
6.3(a)(i) or
Section
6.3(a)(ii)
(with
or
without
the
passage
of
time)
and
(ii)
is
incapable
of
being
cured,
or
is
not
cured
by
the
breaching
Party
within
30
days following
the
receipt
of
written
notice
from
any
other
Party
of
such
breach;
provided
that
the
right
to
terminate
this
Agreement
pursuant
to
this
Section
7.3 shall
not
be
available
to
the
Partnership
if,
at
such
time,
the
condition
set
forth
in
Section
6.2(a)(i)
or
Section
6.2(a)(ii)
cannot
be
satisfied
(with
or
without the
passage
of
time)
or
(b)
Superior
Proposal.
At
any
time
prior
to
obtaining
the
Partnership
Unitholder
Approval,
if
the
Partnership
shall
have
received
an
Acquisition Proposal
that,
(i)
constitutes
a
Superior
Proposal
and
(ii)
the
General
Partner
Board
(upon
recommendation
of
the
Partnership
Conflicts
Committee)
or
the Partnership
Conflicts
Committee
determines
in
good
faith,
after
consultation
with
its
or
their
respective
outside
legal
counsel(s)
and
financial
advisor(s)
that the
failure
to
terminate
this
Agreement
would
be
inconsistent
with
its
or
their
respective
duties
to
the
holders
of
Partnership
Unaffiliated
Units
under applicable
Law;
provided
that
the
Partnership
shall
have
complied
in
all
material
respects
with
the
terms
of
this
Agreement
in
connection
therewith, including
the
requirements
of
Section
5.5
and
shall
have
paid,
or
shall
concurrently
with
termination
pay,
the
Partnership
Termination
Fee
in
accordance with
Section
7.6
.
Section
7.4
Termination
by
Parent.
This
Agreement
may
be
terminated
at
any
time
prior
to
the
Effective
Time
by
Parent
(subject
to
Section
8.6
)
if:
(a)
Recommendation
Change.
A
Recommendation
Change
shall
have
occurred
and
not
been
withdrawn;
provided,
however
,
that
Parent
may
only terminate
the
Agreement
pursuant
to
this
Section
7.4(a)
prior
to
the
conclusion
of
the
Partnership
Unitholder
Meeting
at
which
a
vote
of
the
Holders
of
the Partnership
Common
Units
is
taken
in
accordance
with
this
Agreement.
(b)
Breach.
Any
of
the
Partnership
Parties
shall
have
breached
or
failed
to
perform
any
of
their
respective
representations,
warranties,
covenants, or
agreements
set
forth
in
this
Agreement
(or
if
any
of
their
respective
representations
or
warranties
set
forth
in
this
Agreement
shall
have
failed
to
be
true), which
breach
or
failure
(i)
would
(if
it
occurred
or
was
continuing
as
of
the
Closing
Date)
give
rise
to
the
failure
of
a
condition
set
forth
in
Section
6.2(a)(i) or
Section
6.2(a)(ii)
(with
or
without
the
passage
of
time)
and
(ii)
is
incapable
of
being
cured,
or
is
not
cured,
by
the
breaching
Party
within
30
days following
the
receipt
of
written
notice
from
any
other
Party
of
such
breach;
provided
that
the
right
to
terminate
this
Agreement
pursuant
to
this Section
7.4(b)
shall
not
be
available
to
Parent
if,
at
such
time,
the
condition
set
forth
in
Section
6.3(a)(i)
or
Section
6.3(a)(ii)
cannot
be
satisfied
(with
or without
the
passage
of
time).
A-55
Section
7.5
Effect
of
Certain
Terminations.
In
the
event
of
termination
of
this
Agreement
pursuant
to
this
Article
VII
,
written
notice
thereof
shall
be given
to
each
Party,
specifying
the
provision
of
this
Agreement
pursuant
to
which
such
termination
is
made,
and
this
Agreement,
except
for
Section
5.2(b)
, Section
5.8
,
this
Section
7.5
,
Section
7.6
,
and
Article
VIII
,
shall
forthwith
become
null
and
void
and
there
shall
be
no
liability
on
the
part
of
any
Party
and
all rights
and
obligations
of
the
Parties
under
this
Agreement
shall
terminate,
except
for
Section
5.2(b)
,
Section
5.8
,
this
Section
7.5
,
Section
7.6
,
and
Article
VIII
, which
shall
survive
such
termination;
provided
,
however
,
that
nothing
herein
shall
relieve
any
Party
from
any
liability
for
any
intentional
or
willful
and
material breach
by
such
Party
of
any
of
its
representations,
warranties,
covenants,
or
agreements
set
forth
in
this
Agreement
and
all
rights
and
remedies
of
a
non-breaching Party
under
this
Agreement
in
the
case
of
such
intentional
or
willful
and
material
breach,
at
law
or
in
equity,
shall
be
preserved.
Section
7.6
Termination
Fees
and
Expenses.
Anything
to
the
contrary
in
this
Agreement
notwithstanding:
(a)
Termination
Fees.
The
Partnership
shall
pay
to
Parent
an
amount
equal
to
the
Partnership
Termination
Fee
in
accordance
with
Section
7.6(c) if:
(i)
this
Agreement
is
terminated
by
Parent
pursuant
to
Section
7.4(a)
(
Recommendation
Change
);
or
(ii)
this
Agreement
is
terminated
by
the
Partnership pursuant
to
Section
7.3(b)
(
Superior
Proposal
).
(b)
Expense
Reimbursement.
(i)
The
Partnership
shall
reimburse
to
Parent
an
amount
equal
to
the
Parent
Reimbursement
Amount
if
this
Agreement
is
terminated
(A)
by Parent
pursuant
to
Section
7.4(b)
(
Breach
)
or
(B)
by
Parent
or
the
Partnership
pursuant
to
Section
7.2(c)
(
No
Partnership
Unitholder
Approval
) when
prior
to
the
Partnership
Unitholder
Meeting
a
Recommendation
Change
occurred.
(ii)
Parent
shall
reimburse
to
the
Partnership
an
amount
equal
to
the
Partnership
Reimbursement
Amount
if
this
Agreement
is
terminated
by the
Partnership
pursuant
to
Section
7.3(a)
(
Breach
).
(c)
Payment
of
Reimbursement.
Any
payment
or
reimbursement
required
to
be
made
pursuant
to
this
Section
7.6
shall
be
made
by
wire
transfer
of immediately
available
funds
to
an
account
designated
by
the
Party
to
be
paid
or
reimbursed
within
three
Business
Days
after
the
occurrence
of
the
event triggering
such
payment
or
reimbursement.
(d)
Liquidated
Damages.
The
Parties
acknowledge
that
the
agreements
contained
in
this
Section
7.6
are
an
integral
part
of
the
Transactions,
and that,
without
these
agreements,
none
of
the
Parties
would
enter
into
this
Agreement.
The
Parties
acknowledge
that
the
payment
of
the
Partnership Termination
Fee,
the
Parent
Reimbursement
Amount,
or
the
Partnership
Reimbursement
Amount
by
a
Party,
if,
as,
and
when
required
pursuant
to
this Section
7.6
,
shall
not
constitute
a
penalty
but
shall
be
liquidated
damages,
in
a
reasonable
amount
that
will
compensate
the
Party
receiving
such
payment and
its
Affiliates
party
hereto
(collectively,
the
"
Payee
")
in
the
circumstances
in
which
it
is
payable
for
the
efforts
and
resources
expended
and
the opportunities
foregone
while
negotiating
this
Agreement
and
in
reliance
on
this
Agreement
and
on
the
expectation
of
the
consummation
of
the Transactions,
which
amount
would
otherwise
be
impossible
to
calculate
with
precision.
Subject
to
Section
8.4
,
the
Parties
agree
that
the
payment
of
the Partnership
Termination
Fee,
the
Parent
Reimbursement
Amount,
or
the
Partnership
Reimbursement
Amount,
as
applicable,
by
a
Party
shall
constitute
the sole
and
exclusive
remedy
of
the
Payee
in
respect
of
this
Agreement
and
the
Transactions,
and
the
Party
making
such
payment
and
its
Affiliates
party hereto
shall
have
no
further
liability
to
the
Payee
of
any
kind
in
respect
of
this
Agreement
and
the
Transactions.
The
Parties
further
agree
that
(i)
in
no
event shall
the
Partnership
be
required
to
pay
the
Partnership
Termination
Fee
on
more
than
one
occasion
and
A-56
(ii)
the
amount
of
the
Partnership
Termination
Fee
payable
by
the
Partnership
pursuant
to
this
Section
7.6
shall
be
reduced
by
the
amount
of
the
Parent Reimbursement
Amount,
if
any,
previously
paid
to
the
Parent.
(e)
For
the
avoidance
of
doubt,
this
Section
7.6
shall
survive
any
termination
of
this
Agreement.
Section
7.7
Survival.
None
of
the
representations,
warranties,
agreements,
covenants,
or
obligations
in
this
Agreement
or
in
any
instrument
delivered pursuant
to
this
Agreement
shall
survive
the
consummation
of
the
Merger,
except
as
expressly
provided
in
this
Agreement
and
except
for
those
covenants
and agreements
contained
herein
that
by
their
terms
apply
or
are
to
be
performed
in
whole
or
in
part
after
the
Effective
Time.
ARTICLE
VIII
MISCELLANEOUS
Section
8.1
Acknowledgements.
Each
Party
acknowledges
that
it
has
relied
on
the
representations
and
warranties
of
the
other
Parties
expressly
and specifically
set
forth
in
this
Agreement,
including
the
Partnership
Disclosure
Schedule
and
the
Parent
Disclosure
Schedule
attached
hereto.
As
further
provided
in Section
3.23
with
respect
to
the
Partnership
Parties
and
Section
4.20
with
respect
to
the
Parent
Parties,
such
representations
and
warranties
constitute
the
sole
and exclusive
representations
and
warranties
of
the
Parties
in
connection
with
the
Transactions.
Each
of
the
Parties
represents
and
warrants
that
it
is
not
relying
upon, and
will
not
rely
upon,
(a)
any
representation
or
warranty,
expressed
or
implied,
at
law
or
in
equity,
oral
or
written,
past
or
present,
made
by
any
Person
in
respect of
the
respective
businesses,
assets
(including
with
respect
to
merchantability
or
fitness
for
any
particular
purpose
of
any
assets),
liabilities
(including
the
nature and
extent
of
any
liabilities),
operations
(including
the
effective
or
success
of
any
operations),
prospects,
or
condition
(financial
or
otherwise)
of
the
other
Parties hereto,
or
the
accurateness
or
completeness
of
any
confidential
information
memoranda,
documents,
projections,
materials,
or
other
information
(financial
or otherwise)
regarding
such
other
parties
made
available
by
the
partnership
parties
in
any
"data
rooms,"
"virtual
data
rooms,"
management
presentations,
or
in
any other
form
in
expectation
of,
or
in
connection
with,
the
Transactions
or
in
respect
of
any
other
matter
or
thing
whatsoever,
and
(b)
any
Person
providing
or
not providing
any
information
not
specifically
required
to
be
provided
or
disclosed
pursuant
to
the
specific
representations
and
warranties
of
such
party
set
forth
in
this Agreement.
Section
8.2
Notices.
Any
notice,
request,
instruction,
correspondence
or
other
document
to
be
given
hereunder
by
any
Party
to
another
Party
(each,
a
" Notice
")
shall
be
in
writing
and
delivered
in
person
or
by
courier
service
requiring
acknowledgment
of
receipt
of
delivery
or
mailed
by
U.S.
registered
or
certified mail,
postage
prepaid
and
return
receipt
requested,
or
by
facsimile
or
e-mail,
as
follows;
provided
,
that
copies
to
be
delivered
below
shall
not
be
required
for effective
notice
and
shall
not
constitute
notice:
If
to
Parent
Managing
Member,
Parent
or
Merger
Sub,
addressed
to:
c/o
EnLink
Midstream
Manager,
LLC
1722
Routh
Street,
Suite
1300
Dallas,
Texas
75201
Attention:
General
Counsel
Tel:
(214)
953-9500
Fax:
(214)
721-9299
A-57
with
copies
(which
shall
not
constitute
notice)
to:
Baker
Botts
L.L.P.
2001
Ross
Avenue,
Suite
900
Dallas,
Texas
75201
Attention:
Preston
Bernhisel
Joshua
Davidson
Tel:
(214)
953-6783
Fax:
(214)
661-4783
Richards,
Layton
&
Finger,
PA
One
Rodney
Square
920
North
King
Street
Wilmington,
Delaware
19801
Attention:
Srinivas
M.
Raju
Tel:
(302)
651-7748
Fax:
(302)
651-7701
If
to
the
General
Partner
or
the
Partnership,
addressed
to:
c/o
EnLink
Midstream
GP,
LLC
1722
Routh
Street,
Suite
1300
Dallas,
Texas
75201
Attention:
General
Counsel
Tel:
(214)
953-9500
Fax:
(214)
721-9299
with
copies
(which
shall
not
constitute
notice)
to:
Gibson,
Dunn
&
Crutcher
LLP
2100
McKinney
Avenue,
Suite
1100
Dallas,
Texas
75201
Attention:
Doug
Rayburn
Tel:
(214)
698-3342
Fax:
(214)
571-2948
Potter
Anderson
&
Corroon
LLP
1313
North
Market
Street,
6th
Floor
Wilmington,
Delaware
19801
Attention:
Thomas
A.
Mullen
Tel:
(302)
984-6204
Fax:
(302)
658-1192
Notice
given
by
personal
delivery,
courier
service
or
mail
shall
be
effective
upon
actual
receipt.
Notice
given
by
facsimile
or
e-mail
shall
be
effective
upon written
confirmation
of
receipt
by
facsimile,
e-mail
or
otherwise.
Any
party
may
change
any
address
to
which
Notice
is
to
be
given
to
it
by
giving
Notice
as provided
above
of
such
change
of
address.
Section
8.3
Governing
Law;
Venue;
No
Jury
Trial.
(a)
This
Agreement,
and
Proceedings
of
any
kind
(whether
at
law,
in
equity,
in
contract,
in
tort,
or
otherwise)
that
may
be
based
upon,
arise
out
of,
or relate
to
this
Agreement,
or
the
negotiation,
execution,
or
performance
of
this
Agreement
(including
any
action,
cause
of
action,
or
claim
of
any
kind
based upon,
arising
out
of,
or
related
to
any
representation
or
warranty
made
in,
in
connection
with,
or
as
an
inducement
to
this
Agreement)
shall
be
governed
by and
construed
in
accordance
with
the
Laws
of
the
State
of
Delaware,
including
Laws
of
the
State
of
Delaware
relating
to
applicable
statutes
of
limitation, burdens
of
proof,
and
available
remedies.
A-58
(b)
Each
of
the
Parties
irrevocably
submits
to
the
exclusive
jurisdiction
of
the
Court
of
Chancery
of
the
State
of
Delaware,
or
in
the
event,
but
only
in the
event,
that
such
court
does
not
have
jurisdiction
over
such
Proceeding,
to
the
exclusive
jurisdiction
of
the
United
States
District
Court
for
the
District
of Delaware
(or,
in
the
event
that
such
court
does
not
have
jurisdiction
over
such
Proceeding,
to
the
exclusive
jurisdiction
of
the
Superior
Court
of
the
State
of Delaware)
(collectively,
the
"
Courts
"),
for
the
purposes
of
any
Proceeding
arising
out
of
or
relating
to
this
Agreement
or
the
Transactions
(and
agrees
not to
commence
any
Proceeding
relating
hereto
except
in
such
Courts
as
provided
herein).
Each
of
the
Parties
further
agrees
that
service
of
any
process, summons,
notice,
or
document
hand
delivered
or
sent
in
accordance
with
Section
8.2
to
such
Party's
address
set
forth
in
Section
8.2
will
be
effective
service of
process
for
any
Proceeding
in
Delaware
with
respect
to
any
matters
to
which
it
has
submitted
to
jurisdiction
as
set
forth
in
the
immediately
preceding sentence.
Each
of
the
Parties
irrevocably
and
unconditionally
waives
any
objection
to
the
laying
of
venue
of
any
Proceeding
arising
out
of
or
relating
to
this Agreement
or
the
other
Transaction
Agreements
or
the
Transactions
or
the
transactions
contemplated
by
the
other
Transaction
Agreements
in
the
Courts, and
hereby
further
irrevocably
and
unconditionally
waives
and
agrees
not
to
plead
or
claim
in
any
such
court
that
any
such
Proceeding
brought
in
any
such court
has
been
brought
in
an
inconvenient
forum.
Anything
to
the
contrary
in
this
Section
8.3(b)
notwithstanding,
each
Party
agrees
that
a
final
judgment
in any
Proceeding
properly
brought
in
accordance
with
the
terms
of
this
Agreement
shall
be
conclusive
and
may
be
enforced
by
suit
on
the
judgment
in
any jurisdiction
or
in
any
other
manner
provided
at
law
or
in
equity.
(c)
Each
Party
agrees
that
this
Agreement
involves
at
least
$100,000
and
that
this
Agreement
has
been
entered
into
in
express
reliance
upon
6
Del.
C. §
2708.
(d)
WITH
RESPECT
TO
ANY
PROCEEDING
IN
WHICH
ANY
CLAIM
OR
COUNTERCLAIM
(WHETHER
AT
LAW,
IN
EQUITY,
IN CONTRACT,
IN
TORT,
OR
OTHERWISE)
ASSERTED
BASED
UPON,
ARISING
FROM,
OR
RELATED
TO
THIS
AGREEMENT,
ANY
OTHER TRANSACTION
AGREEMENT,
OR
THE
COURSE
OF
DEALING
OR
RELATIONSHIP
AMONG
THE
PARTIES
TO
THIS
AGREEMENT, INCLUDING
THE
NEGOTIATION,
EXECUTION,
AND
PERFORMANCE
OF
THIS
AGREEMENT,
NO
PARTY
TO
THIS
AGREEMENT
OR
ANY ASSIGNEE,
SUCCESSOR,
OR
REPRESENTATIVE
OF
ANY
PARTY
SHALL
REQUEST
A
JURY
TRIAL
IN
ANY
SUCH
PROCEEDING
NOR SEEK
TO
CONSOLIDATE
ANY
SUCH
PROCEEDING
WITH
ANY
OTHER
ACTION
IN
WHICH
A
JURY
TRIAL
CANNOT
BE
OR
HAS
NOT BEEN
WAIVED.
EACH
PARTY
CERTIFIES
AND
ACKNOWLEDGES
THAT
(I)
NO
REPRESENTATIVE
OF
ANY
OTHER
PARTY
HAS REPRESENTED,
EXPRESSLY
OR
OTHERWISE,
THAT
SUCH
PARTY
WOULD
NOT
SEEK
TO
ENFORCE
THE
FOREGOING
WAIVER
IN
THE EVENT
OF
A
PROCEEDING,
(II)
SUCH
PARTY
HAS
CONSIDERED
THE
IMPLICATIONS
OF
THIS
WAIVER,
(III)
SUCH
PARTY
MAKES
THIS WAIVER
VOLUNTARILY,
AND
(IV)
SUCH
PARTY
HAS
BEEN
INDUCED
TO
ENTER
INTO
THIS
AGREEMENT
BY,
AMONG
OTHER THINGS,
THE
MUTUAL
WAIVERS
AND
CERTIFICATIONS
IN
THIS
SECTION
8.3
.
Section
8.4
Specific
Performance;
Remedies.
(a)
The
Parties
agree
that
irreparable
damage
would
occur
and
that
the
Parties
would
not
have
any
adequate
remedy
at
law
in
the
event
that
any
of
the provisions
of
this
Agreement
were
not
performed
in
accordance
with
their
specific
terms
or
were
otherwise
breached
and
it
is
accordingly
agreed
that
the Parties
shall
be
entitled
to
an
injunction
or
injunctions
to
prevent
breaches
of
this
Agreement
and
to
enforce
specifically
the
terms
and
provisions
of
this Agreement,
in
each
case,
in
accordance
with
Section
8.3
,
this
being
in
addition
to
any
other
remedy
to
which
they
are
entitled
at
law
or
in
equity.
Each
of the
Parties
agrees
that
it
will
not
oppose
the
granting
of
an
injunction,
specific
performance,
and
other
equitable
relief
as
provided
herein
on
the
basis
A-59
that
(i)
either
Party
has
an
adequate
remedy
at
law
or
(ii)
an
award
of
specific
performance
is
not
an
appropriate
remedy
for
any
reason
at
law
or
equity
(it being
understood
that
nothing
in
this
sentence
shall
prohibit
the
Parties
from
raising
other
defenses
to
a
claim
for
specific
performance
or
other
equitable relief
under
this
Agreement).
Each
Party
further
agrees
that
no
Party
shall
be
required
to
obtain,
furnish,
or
post
any
bond
or
similar
instrument
in connection
with,
or
as
a
condition
to,
obtaining
any
remedy
referred
to
in
this
Section
8.4(a)
,
and
each
Party
irrevocably
waives
any
right
it
may
have
to require
the
obtaining,
furnishing
or
posting
of
any
such
bond
or
similar
instrument.
(b)
Without
limiting
the
rights
of
the
Parties
under
Section
7.6
,
the
Parties
agree
that
(i)
no
Party
shall
have
any
liability
for
monetary
damages
for any
breach
of
this
Agreement,
or
any
inaccuracy
in
any
representation
or
warranty
made
by
such
Party
hereunder,
except
as
provided
in
Section
7.6
,
and (ii)
(A)
the
enforcement
of
this
Agreement
in
accordance
with
Section
8.4(a)
and
(B)
termination
of
this
Agreement
in
accordance
with
Article
VII
and
any receipt
of
any
Partnership
Termination
Fee,
Parent
Reimbursement
Amount,
or
Partnership
Reimbursement
Amount
in
connection
therewith
pursuant
to Section
7.6
shall
be
the
sole
and
exclusive
remedies
of
the
Parties
for
a
breach
of
this
Agreement
or
any
inaccuracy
in
any
representation
or
warranty
made by
a
Party
hereunder;
provided
,
however
,
that
nothing
in
this
Section
8.4(b)
shall
relieve
any
Party
from
any
liability
or
damages
for
any
failure
to consummate
the
Transactions
when
required
pursuant
to
this
Agreement,
any
Willful
Breach
by
such
Party,
or
any
fraudulent
act
or
omission
or
willful misconduct
of
such
Party.
None
of
the
provisions
set
forth
in
this
Agreement
shall
be
deemed
to
be
a
waiver
by
or
release
of
any
Party
of
any
right
or remedy
that
such
Party
may
have
at
law
or
in
equity
based
on
any
other
Party's
failure
to
consummate
the
Transactions
when
required
pursuant
to
this Agreement,
any
Willful
Breach
by
such
other
Party,
or
any
fraudulent
act
or
omission
or
willful
misconduct
of
such
other
Party,
nor
shall
any
such provisions
limit,
or
be
deemed
to
limit,
(1)
the
amounts
of
recovery
sought
or
awarded
in
any
such
claim
for
any
such
failure,
Willful
Breach,
fraudulent conduct,
or
willful
misconduct,
(2)
the
time
period
during
which
a
claim
for
any
such
failure,
Willful
Breach,
fraudulent
conduct,
or
willful
misconduct may
be
brought,
or
(3)
the
recourse
that
any
such
Party
may
seek
against
another
Party
with
respect
to
a
claim
for
any
such
failure,
Willful
Breach, fraudulent
conduct,
or
willful
misconduct.
Anything
to
the
contrary
in
this
Agreement
notwithstanding,
in
no
event
shall
a
party
be
liable
hereunder
for (x)
any
remote,
exemplary
or
punitive
damages
or
(y)
any
special,
consequential,
incidental,
or
indirect
damages
or
lost
profits,
except
in
the
case
of clause
(y),
to
the
extent
any
such
damages
or
lost
profits
would
otherwise
be
recoverable
under
applicable
Law
in
an
action
for
breach
of
contract.
Section
8.5
Entire
Agreement.
This
Agreement
and
the
other
Transaction
Agreements
constitute
the
entire
agreement
among
the
Parties
with
respect
to the
subject
matter
hereof
and
thereof
and
supersede
all
prior
agreements
and
understandings,
both
written
and
oral,
among
the
Parties
with
respect
to
the
subject matter
hereof
and
thereof.
Section
8.6
Amendment;
Supplement;
Extension
of
Time;
Waiver;
Etc.
Subject
to
compliance
with
applicable
Law,
prior
to
the
Closing,
any
Party
may (a)
waive
compliance
by
any
other
Party
with
any
of
the
agreements
contained
herein,
waive
any
of
such
Party's
conditions,
or
waive
any
inaccuracies
in
the representations
and
warranties
of
such
Party,
(b)
agree
to
amend,
modify,
or
supplement
this
Agreement
at
any
time,
which
such
amendment,
modification,
or supplement
must
be
by
an
agreement
in
writing
among
the
Parties,
(c)
extend
the
time
for
the
performance
of
the
obligations
or
acts
of
any
other
Party,
or
(d)
make or
grant
any
consent
under
this
Agreement;
provided
,
however
,
that,
the
Parent
Board
and
the
General
Partner
Board
may
not
take
or
authorize
any
such
action unless
it
has
first
referred
such
action
to
the
Parent
Conflicts
Committee
or
Partnership
Conflicts
Committee,
as
applicable,
for
their
consideration,
and
permitted the
Parent
Conflicts
Committee
or
Partnership
Conflicts
Committee,
as
applicable,
not
less
than
two
Business
Days
to
make
a
recommendation
to
the
A-60
Parent
Board
or
the
General
Partner
Board,
as
applicable,
with
respect
thereto
(for
the
avoidance
of
doubt,
the
Parent
Board
and
the
General
Partner
Board
shall
in no
way
be
obligated
to
follow
the
recommendation
of
the
Parent
Conflicts
Committee
or
Partnership
Conflicts
Committee,
as
applicable,
and
the
Parent
Board
and the
General
Partner
Board,
as
applicable,
shall
be
permitted
to
take
action
following
the
expiration
of
such
two
business
day
period);
provided,
however
,
that
in
the event
the
Parent
Board
or
the
General
Partner
Board,
as
applicable,
takes
or
authorizes
any
action
under
this
Section
8.6
that
is
counter
to
any
recommendation
by the
Parent
Conflicts
Committee
or
the
Partnership
Conflicts
Committee,
as
applicable,
then
the
Parent
Conflicts
Committee
or
the
Partnership
Conflicts Committee,
as
applicable,
may
rescind
its
approval
of
this
Agreement,
with
such
rescission
resulting
in
the
rescission
of
"Special
Approval"
under
Section
7.9(d) of
the
Parent
Operating
Agreement
or
Section
7.9(a)
of
the
Partnership
Agreement,
as
applicable;
and
provided,
further
,
that
following
the
Partnership
Unitholder Approval,
there
shall
be
no
amendment
or
change
to
the
provisions
of
this
Agreement
which
by
Law
would
require
further
approval
by
the
Holders
of
Partnership Common
Units
without
such
approval.
Unless
otherwise
expressly
set
forth
in
this
Agreement,
whenever
a
determination
or
decision
of
Parent
or
the
Parent
Board or
of
the
Partnership
or
the
General
Partner
Board
is
required
pursuant
to
this
Agreement,
such
determination
or
decision
must
be
authorized
by
the
Parent
Board or
the
General
Partner
Board,
as
applicable;
provided,
however
,
that
the
Parent
Board
and
the
General
Partner
Board
may
not
take
or
authorize
any
such
action unless
it
has
first
referred
such
action
to
the
Parent
Conflicts
Committee
or
Partnership
Conflicts
Committee,
as
applicable,
for
their
consideration,
and
permitted the
Parent
Conflicts
Committee
or
Partnership
Conflicts
Committee,
as
applicable,
not
less
than
two
Business
Days
to
make
a
recommendation
to
the
Parent
Board or
the
General
Partner
Board,
as
applicable,
with
respect
thereto
(for
the
avoidance
of
doubt,
the
Parent
Board
and
the
General
Partner
Board
shall
in
no
way
be obligated
to
follow
the
recommendation
of
the
Parent
Conflicts
Committee
or
Partnership
Conflicts
Committee,
as
applicable,
and
the
Parent
Board
or
the
General Partner
Board,
as
applicable,
shall
be
permitted
to
take
action
following
the
expiration
of
such
two
business
day
period).
The
foregoing
provisions
of
this Section
8.6
notwithstanding,
(i)
no
failure
or
delay
by
the
Partnership,
the
General
Partner,
Parent
Managing
Member,
Parent,
or
Merger
Sub
in
exercising
any right
hereunder
shall
operate
as
a
waiver
thereof,
nor
shall
any
single
or
partial
exercise
thereof
preclude
any
other
or
further
exercise
thereof
or
the
exercise
of
any other
right
hereunder
and
(ii)
no
waiver
of
any
provision
of
this
Agreement
shall
be
deemed
or
shall
constitute
a
waiver
of
any
other
provision
hereof
(regardless
of whether
similar),
nor
shall
any
such
waiver
constitute
a
continuing
waiver
unless
otherwise
expressly
provided.
Any
agreement
on
the
part
of
a
Party
to
any extension,
waiver,
or
consent
hereunder
shall
be
valid
only
if
set
forth
in
an
instrument
in
writing
signed
on
behalf
of
such
Party.
Section
8.7
Binding
Effect
and
Assignment.
This
Agreement
shall
be
binding
upon
and
inure
to
the
benefit
of
the
Parties
and
their
respective
permitted successors
and
assigns,
but
neither
this
Agreement
nor
any
of
the
rights,
benefits,
or
obligations
hereunder
shall
be
assigned
or
transferred,
by
operation
of
law
or otherwise.
Nothing
in
this
Agreement,
express
or
implied,
is
intended
to
confer
upon
any
Person
other
than
the
Parties
and
their
respective
permitted
successors and
assigns
any
rights,
benefits,
or
obligations
hereunder,
except
for
(a)
the
rights
of
the
Holders
of
Partnership
Public
Units
to
receive
the
Merger
Consideration (as
well
as
any
distributions
pursuant
to
Section
2.3(h)
)
after
the
Closing
and
(b)
the
rights
of
third
parties
under
Section
5.17
.
Section
8.8
Severability.
If
any
term
or
other
provision
of
this
Agreement
is
invalid,
illegal,
or
incapable
of
being
enforced
by
any
rule
of
applicable Law
or
public
policy,
all
other
conditions
or
provisions
of
this
Agreement
shall
nevertheless
remain
in
full
force
and
effect
so
long
as
the
economic
or
legal substance
of
the
Transactions
are
not
affected
in
any
manner
materially
adverse
to
any
Party.
Upon
such
determination
that
any
term
or
other
provision
is
invalid, illegal,
or
incapable
of
being
enforced,
the
Parties
shall
negotiate
in
good
faith
to
modify
this
Agreement
so
as
to
effect
the
original
intent
of
the
Parties
as
closely as
possible
in
a
mutually
acceptable
manner
in
order
that
the
Transactions
are
consummated
as
originally
contemplated
to
the
fullest
extent
possible.
A-61
Section
8.9
Multiple
Counterparts.
This
Agreement
may
be
executed
in
any
number
of
counterparts,
each
of
which
shall
be
deemed
an
original,
but
all of
which
together
shall
constitute
one
and
the
same
instrument.
Signatures
to
this
Agreement
transmitted
by
facsimile
transmission,
by
electronic
mail
in
"portable document
format"
(".pdf")
form,
or
by
any
other
electronic
means
intended
to
preserve
the
original
graphic
and
pictorial
appearance
of
a
document,
will
have
the same
effect
as
physical
delivery
of
the
paper
document
bearing
the
original
signature.
Section
8.10
Non-Recourse.
No
past,
present
or
future
director,
officer,
employee,
incorporator,
member,
partner,
stockholder,
agent,
attorney, representative,
or
affiliate
of
any
Party
or
any
of
their
respective
Affiliates
(unless
such
Affiliate
is
expressly
a
party
hereto)
shall
have
any
liability
(whether
in contract
or
in
tort)
for
any
obligations
or
liabilities
of
such
Party
arising
under,
in
connection
with,
or
related
to
this
Agreement
or
for
any
claim
based
on,
in respect
of,
or
by
reason
of,
the
Transactions;
provided
,
however
,
that
nothing
in
this
Section
8.10
shall
limit
any
liability
of
the
Parties
for
breaches
of
the
terms and
conditions
of
this
Agreement.
[
Signature
Page
Follows
]
A-62
IN
WITNESS
WHEREOF,
the
Parties
have
caused
this
Agreement
to
be
duly
executed
as
of
the
date
first
written
above.
PARENT
MANAGING
MEMBER:
ENLINK
MIDSTREAM
MANAGER,
LLC
By:
/s/
MICHAEL
J.
GARBERDING
Michael
J.
Garberding
President
and
Chief
Executive
Officer
PARENT:
ENLINK
MIDSTREAM,
LLC
By:
EnLink
Midstream
Manager,
LLC,
its
Managing
Member
By:
/s/
MICHAEL
J.
GARBERDING
Michael
J.
Garberding
President
and
Chief
Executive
Officer
MERGER
SUB:
NOLA
MERGER
SUB,
LLC
By:
/s/
MICHAEL
J.
GARBERDING
Michael
J.
Garberding
President
and
Chief
Executive
Officer
[Signature
Page
to
Agreement
and
Plan
of
Merger]
GENERAL
PARTNER:
ENLINK
MIDSTREAM
GP,
LLC
By:
/s/
MICHAEL
J.
GARBERDING
Michael
J.
Garberding
President
and
Chief
Executive
Officer
PARTNERSHIP:
ENLINK
MIDSTREAM
PARTNERS,
LP
By:
EnLink
Midstream
GP,
LLC,
its
General
Partner
By:
/s/
MICHAEL
J.
GARBERDING
Michael
J.
Garberding
President
and
Chief
Executive
Officer
[Signature
Page
to
Agreement
and
Plan
of
Merger]
Annex
B
Execution
Version
PARENT
SUPPORT
AGREEMENT
This
PARENT
SUPPORT
AGREEMENT
(this
"
Agreement
"),
dated
as
of
October
21,
2018,
is
made
and
entered
into
by
and
between
GIP
III
Stetson II,
L.P.,
a
Delaware
limited
partnership
("
GIP
"),
and
EnLink
Midstream
Partners,
LP,
a
Delaware
limited
partnership
(the
"
Partnership
").
GIP
and
the Partnership
are
referred
to
herein
individually
as
a
"
Party
"
and
collectively
as
the
"
Parties
."
R
E
C
I
T
A
L
S
WHEREAS,
concurrently
with
the
execution
of
this
Agreement,
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
"),
the
Partnership,
and
EnLink
Midstream
GP,
LLC,
a Delaware
limited
liability
company
and
the
general
partner
of
the
Partnership
(the
"
General
Partner
"),
are
entering
into
an
Agreement
and
Plan
of
Merger
(the
" Merger
Agreement
"),
providing
for,
among
other
things,
the
merger
of
Merger
Sub
with
and
into
the
Partnership,
with
the
Partnership
as
the
sole
surviving
entity (the
"
Merger
");
WHEREAS,
as
of
the
date
hereof,
GIP
is
the
owner
of
record
of
the
number
of
common
units
representing
membership
interests
in
Parent
("
Common
Units "),
as
set
forth
next
to
GIP's
name
on
Exhibit
A
attached
hereto
(the
"
Existing
Units
");
WHEREAS,
concurrently
with
the
execution
of
this
Agreement,
GIP
is
executing
and
delivering
an
irrevocable
written
consent
in
the
form
attached
as Exhibit
B
to
the
Merger
Agreement
(the
"
Parent
Written
Consent
")
approving
the
Parent
Unit
Issuance;
and
WHEREAS,
as
an
inducement
to
the
willingness
of
the
parties
to
the
Merger
Agreement
to
enter
into
the
Merger
Agreement
and
to
proceed
with
the transactions
contemplated
by
the
Merger
Agreement,
including
the
Merger
(the
"
Transactions
"),
the
Parties
are
entering
into
this
Agreement.
NOW,
THEREFORE,
in
consideration
of
the
foregoing,
the
representations,
warranties,
covenants,
and
agreements
contained
in
this
Agreement
and
of
other good
and
valuable
consideration,
the
receipt
and
sufficiency
of
which
are
hereby
acknowledged,
the
Parties,
intending
to
be
legally
bound,
do
hereby
agree
as follows:
ARTICLE
I
DEFINITIONS
1.1
Definitions
.
For
all
purposes
of
and
under
this
Agreement,
the
following
terms
shall
have
the
following
respective
meanings:
(a)
"
Business
Day
"
means
any
day
on
which
commercial
banks
are
generally
open
for
business
in
Dallas,
Texas
or
New
York,
New
York,
other
than a
Saturday,
a
Sunday
or
a
day
observed
as
a
holiday
in
Dallas,
Texas
or
New
York,
New
York
under
the
Laws
of
the
State
of
Texas,
the
Laws
of
the
State of
New
York,
or
the
federal
Laws
of
the
United
States
of
America,
as
applicable.
(b)
"
Covered
Units
"
means
(i)
the
Existing
Units
of
GIP
and
(ii)
all
additional
Common
Units
of
which
GIP
acquires
sole
or
shared
voting
power during
the
period
from
the
date
hereof
through
the
Expiration
Time.
(c)
"
Expiration
Time
"
means
the
earliest
to
occur
of:
(i)
such
date
and
time
as
the
Merger
Agreement
shall
have
been
terminated
for
any
reason
in accordance
with
its
terms;
(ii)
the
Merger
Effective
Time;
and
(iii)
the
mutual
written
agreement
of
the
Parties
to
terminate
this
Agreement,
provided
that, in
the
case
of
the
Partnership,
such
written
agreement
is
approved
by
the
Partnership
Conflicts
Committee.
(d)
"
Governmental
Authority
"
means
any
federal,
state,
tribal,
provincial,
municipal,
foreign,
or
other
government,
governmental
court,
department, commission,
board,
bureau,
regulatory,
or
administrative
agency
or
instrumentality.
(e)
"
Laws
"
means
all
statutes,
regulations,
codes,
tariffs,
ordinances,
decisions,
administrative
interpretations,
writs,
injunctions,
stipulations, statutory
rules,
orders,
judgments,
decrees,
and
terms
and
conditions
of
any
grant
of
approval,
permission,
authority,
permit,
or
license
of
any
court, Governmental
Authority,
statutory
body,
or
self-regulatory
authority
(including
the
New
York
Stock
Exchange).
(f)
"
Merger
Effective
Time
"
means
the
effective
time
of
the
consummation
of
the
Merger
under
the
Delaware
Limited
Liability
Company
Act,
as amended,
and
the
Delaware
Revised
Uniform
Limited
Partnership
Act,
as
amended.
(g)
"
Partnership
Conflicts
Committee
"
means
the
Conflicts
Committee
of
the
Board
of
Directors
of
the
General
Partner.
(h)
"
Parent
Unit
Issuance
"
shall
have
the
meaning
given
to
such
te
rm
in
the
Merger
Agreement
.
(i)
"
Person
"
means
an
individual
or
entity,
including
any
partnership,
corporation,
association,
trust,
limited
liability
company,
joint
venture, unincorporated
organization,
or
other
entity
or
Governmental
Authority.
(j)
"
Proceeding
"
means
any
claim,
action,
suit,
proceeding,
arbitration,
mediation,
investigation,
or
inquiry
by
or
before
any
Governmental Authority
or
otherwise.
(k)
"
Proxy
Designee
"
means
a
Person
designated
by
the
Partnership
Conflicts
Committee
by
written
notice
to
each
of
the
Parties
hereto,
which notice
may
simultaneously
revoke
the
designation
of
any
Person
as
a
Proxy
Designee.
(l)
"
Representatives
"
means,
with
respect
to
any
Person,
such
Person's
directors,
officers,
employees,
counsel,
accountants,
investment
bankers, financial
advisors,
and
other
representatives.
(m)
"
Transfer
"
means,
directly
or
indirectly:
(i)
to
sell
(including
short
sales),
pledge,
encumber,
assign,
grant
an
option
with
respect
to,
transfer,
or dispose
of
Covered
Units
or
any
interest
in
Covered
Units
by
any
means,
including
by
merger
(including
by
conversion
into
securities
or
other consideration),
by
tendering
into
any
tender
or
exchange
offer,
by
testamentary
disposition,
by
operation
of
law,
or
otherwise
or
to
undertake
any
other action
that
results
in
(or
could
result
in)
a
Person
other
than
GIP
owning
any
of
the
Covered
Units,
either
voluntarily
or
involuntarily;
(ii)
to
grant
any
proxy or
power
of
attorney
with
respect
to
Covered
Units
other
than
pursuant
to
this
Agreement;
or
(iii)
to
enter
into
an
agreement
or
commitment,
whether
or
not in
writing,
providing
for
the
sale
of,
pledge
of,
encumbrance
of,
assignment
of,
grant
of
an
option
with
respect
to,
transfer
of,
or
disposition
of
Covered Units
or
any
interest
in
Covered
Units
by
any
means,
including
by
merger
(including
by
conversion
into
securities
or
other
consideration),
by
tendering
into any
tender
or
exchange
offer,
by
testamentary
disposition,
by
operation
of
law,
or
otherwise.
For
the
avoidance
of
doubt,
the
term
"Transfer"
shall
not include
any
existing
pledges
or
security
interests
issued
by
GIP
in
connection
with
a
bona
fide
loan,
indenture,
or
other
contract
for
indebtedness.
1.2
Other
Definitional
and
Interpretative
Provisions
.
(a)
The
division
of
this
Agreement
into
articles,
sections,
and
other
portions
and
the
insertion
of
headings
are
for
convenience
of
reference
only
and shall
not
affect
the
construction
or
interpretation
hereof.
Unless
otherwise
indicated,
all
references
to
an
"Article"
or
"Section"
followed
by
a
number
or
a letter
refer
to
the
specified
Article
or
Section
of
this
Agreement.
The
terms
"this
Agreement,"
"hereof,"
"herein,"
and
"hereunder"
and
similar
expressions refer
to
this
B-2
Agreement
and
not
to
any
particular
Article,
Section,
or
other
portion
hereof.
Unless
otherwise
specifically
indicated
or
the
context
otherwise
requires, (i)
all
references
to
"dollars"
or
"$"
mean
United
States
dollars,
(ii)
words
importing
the
singular
shall
include
the
plural
and
vice
versa
and
words importing
any
gender
shall
include
all
genders,
and
(iii)
"include,"
"includes,"
and
"including"
shall
be
deemed
to
be
followed
by
the
words
"without limitation."
(b)
In
the
event
that
any
date
on
which
any
action
is
required
to
be
taken
hereunder
by
any
of
the
Parties
that
can
only
be
taken
on
a
Business
Day, but
such
date
does
not
fall
on
a
Business
Day,
such
action
shall
be
required
to
be
taken
on
the
next
succeeding
day
that
is
a
Business
Day.
Reference
to
any Party
is
also
a
reference
to
such
Party's
permitted
successors
and
assigns.
The
Exhibits
attached
to
this
Agreement
are
hereby
incorporated
by
reference
into this
Agreement
and
form
part
hereof.
Unless
otherwise
indicated,
all
references
to
an
"Exhibit"
followed
by
a
number
or
a
letter
refer
to
the
specified Exhibit
to
this
Agreement.
The
Parties
have
participated
jointly
in
the
negotiation
and
drafting
of
this
Agreement.
In
the
event
an
ambiguity
or
question
of intent
or
interpretation
arises,
it
is
the
intention
of
the
Parties
that
this
Agreement
shall
be
construed
as
if
drafted
jointly
by
the
Parties
and
no
presumption or
burden
of
proof
shall
arise
favoring
or
disfavoring
any
Person
by
virtue
of
the
authorship
of
any
of
the
provisions
of
this
Agreement.
In
this
Agreement, specific
provisions
shall
prevail
over
general
provisions.
Further,
prior
drafts
of
this
Agreement,
or
the
fact
that
any
clauses
have
been
added,
deleted,
or otherwise
modified
from
any
prior
drafts
of
this
Agreement,
shall
not
be
used
as
an
aid
of
construction
or
otherwise
constitute
evidence
of
the
intent
of
the parties;
and
no
presumption
or
burden
of
proof
shall
arise
favoring
or
disfavoring
any
Party
by
virtue
of
such
prior
drafts.
ARTICLE
II
SUPPORT
AGREEMENT
2.1
Agreement
to
Vote
Covered
Units
.
(a)
Prior
to
the
Expiration
Time,
at
any
meeting
of
the
unitholders
of
Parent
that
is
called
and
at
which
action
is
to
be
taken
with
respect
to
the
Parent Unit
Issuance,
and
at
every
adjournment
or
postponement
thereof,
and
on
every
action
or
approval
by
written
consent
of
unitholders
of
Parent
with
respect to
the
approval
of
the
Parent
Unit
Issuance,
GIP
(solely
in
GIP's
capacity
as
a
holder
of
Covered
Units,
and
not
in
any
other
capacity)
shall,
or
shall
cause the
holder
of
record
of
the
applicable
Covered
Units
or
any
applicable
record
date
to,
(i)
appear
at
each
such
meeting
and
its
Covered
Units
to
be
counted
as present
thereat
for
purposes
of
calculating
a
quorum;
and
(ii)
(A)
in
the
case
of
a
meeting,
vote
(or
cause
to
be
voted),
in
person
or
by
proxy,
all
of
GIP's Covered
Units,
or
(B)
in
the
case
of
a
proposed
action
by
consent
in
lieu
of
a
meeting,
duly
deliver
(or
cause
to
be
duly
delivered)
promptly
(and
in
any event
within
48
hours
after
the
receipt
of
the
proposed
action
by
consent)
a
consent
in
respect
of
all
GIP's
Covered
Units,
in
each
case,
in
favor
of
(x)
the adoption
of
the
Parent
Unit
Issuance
and
(y)
any
related
matter
that
must
be
approved
by
unitholders
of
Parent
in
order
for
the
Transactions,
including
the Parent
Unit
Issuance,
to
be
consummated
in
accordance
with
the
terms
of
the
Merger
Agreement.
(b)
From
and
after
the
date
hereof
until
the
Expiration
Time,
GIP
agrees
not
to
vote
any
Covered
Units
in
favor
of,
or
consent
to,
and
will
vote against
and
not
consent
to,
the
approval
of
any
other
action,
agreement,
transaction,
or
proposal
that
is
intended,
would
reasonably
be
expected,
or
the
result of
which
would
reasonably
be
expected,
to
impede,
interfere
with,
delay,
postpone,
discourage,
frustrate
the
purposes
of,
or
adversely
affect
any
of
the Transactions.
(c)
GIP
represents
and
hereby
confirms
that
is
has
duly
executed
and
delivered
the
Parent
Written
Consent
as
of
the
date
hereof.
GIP
agrees
that
it shall
not
amend,
modify,
withdraw,
terminate,
or
revoke
the
Parent
Written
Consent;
provided
,
that
the
foregoing
shall
not
be
deemed
B-3
to
imply
that
the
Parent
Written
Consent
may
be
amended,
modified,
withdrawn,
terminated,
or
revoked
following
its
execution
by
GIP.
2.2
Voting
Rights
.
From
and
after
the
date
hereof
until
the
Expiration
Time,
except
with
respect
to
Transfers
permitted
by
Section
4.1
,
GIP
will continue
to
hold,
and
shall
have
the
right
to
exercise,
all
voting
rights
related
to
the
Covered
Units.
2.3
Grant
of
Irrevocable
Proxy
.
FROM
AND
AFTER
THE
DATE
HEREOF
UNTIL
THE
EXPIRATION
TIME,
GIP
IRREVOCABLY
AND UNCONDITIONALLY
APPOINTS
MICHAEL
J.
GARBERDING
AND
ANY
OTHER
PROXY
DESIGNEE
(AS
DEFINED
ABOVE),
EACH
OF
THEM INDIVIDUALLY,
AS
GIP'S
PROXY
AND
ATTORNEY-IN-FACT,
WITH
FULL
POWER
OF
SUBSTITUTION
AND
RESUBSTITUTION,
TO
VOTE
AT ANY
MEETING
OF
THE
UNITHOLDERS
OF
PARENT
AT
WHICH
ANY
OF
THE
MATTERS
DESCRIBED
IN
SECTION
2.1
ARE
TO
BE
CONSIDERED OR
EXECUTE
WRITTEN
CONSENTS
WITH
RESPECT
TO
ANY
SUCH
MATTERS,
WITH
RESPECT
TO
GIP'S
COVERED
UNITS
AS
OF
THE APPLICABLE
RECORD
DATE,
IN
EACH
CASE
SOLELY
TO
THE
EXTENT
AND
IN
THE
MANNER
SPECIFIED
IN
SECTION
2.1
.
THIS
PROXY
IS IRREVOCABLE
(UNTIL
THE
EXPIRATION
TIME
AND
EXCEPT
AS
TO
ANY
PROXY
DESIGNEE
WHOSE
DESIGNATION
AS
A
PROXY
DESIGNEE IS
REVOKED
BY
THE
PARTNERSHIP
CONFLICTS
COMMITTEE)
AND
COUPLED
WITH
AN
INTEREST,
AND
GIP
WILL
TAKE
SUCH
FURTHER ACTION
OR
EXECUTE
SUCH
FURTHER
INSTRUMENTS
AS
MAY
BE
NECESSARY
TO
EFFECTUATE
THE
INTENT
OF
THIS
PROXY
AND
HEREBY REVOKES
ANY
OTHER
PROXY
PREVIOUSLY
GRANTED
BY
GIP
WITH
RESPECT
TO
ITS
COVERED
UNITS
(AND
GIP
HEREBY
REPRESENTS
TO PARENT
THAT
ANY
SUCH
OTHER
PROXY
IS
REVOCABLE).
ARTICLE
III
REPRESENTATIONS
AND
WARRANTIES
OF
GIP
GIP
represents
and
warrants
to
the
Partnership
that:
3.1
Organization
.
GIP
is
an
entity
duly
organized,
validly
existing,
and
in
good
standing
under
the
applicable
Laws
of
the
State
of
Delaware.
3.2
Authorization
.
GIP
has
all
requisite
power
and
authority
to
execute
and
deliver
this
Agreement,
to
perform
its
obligations
hereunder,
and
to consummate
the
transactions
contemplated
hereby.
3.3
Due
Execution
and
Delivery
.
This
Agreement
has
been
duly
and
validly
executed
and
delivered
by
GIP
and,
assuming
due
authorization,
execution, and
delivery
hereof
by
the
Partnership,
constitutes
a
legal,
valid,
and
binding
agreement
of
GIP,
enforceable
against
GIP
in
accordance
with
its
terms,
except
as such
enforcement
may
be
limited
by
applicable
bankruptcy,
insolvency,
reorganization,
moratorium,
fraudulent
conveyance,
or
other
similar
laws
affecting
the enforcement
of
creditors'
rights
and
remedies
generally
and
by
general
principles
of
equity
(whether
applied
in
a
Proceeding
at
law
or
in
equity).
3.4
No
Conflict
or
Default
.
No
notice
to
or
consent,
approval,
license,
permit,
order,
or
authorization
of
any
Governmental
Authority
or
other
Person
is required
to
be
obtained
or
made
by
GIP
in
connection
with
the
execution,
delivery,
and
performance
of
this
Agreement.
None
of
the
execution,
delivery,
or performance
of
this
Agreement
by
GIP,
the
consummation
by
GIP
of
the
transactions
contemplated
hereby
or
compliance
by
GIP
with
any
of
the
provisions
hereof will
(with
or
without
notice
or
lapse
of
time
or
both)
(a)
result
in
a
violation
or
breach
of,
or
constitute
a
default
(or
give
rise
to
any
third
party
right
of
termination, cancellation,
modification,
acceleration,
or
entitlement)
under,
any
of
the
terms,
conditions,
or
provisions
of
any
contract,
including
any
voting
agreement,
proxy arrangement,
pledge
agreement,
unitholders
agreement,
or
voting
trust,
to
which
GIP
B-4
is
a
party
or
by
which
GIP
or
any
of
GIP's
properties
or
assets
(including
the
Covered
Units)
may
be
bound;
(b)
result
in
the
creation
of
a
lien
on
GIP's
assets
or property
(including
the
Covered
Units),
except
as
created
pursuant
to
this
Agreement;
or
(c)
constitute
a
violation
by
GIP
of
any
applicable
Law,
in
each
case, except
for
such
violations,
breaches,
or
defaults
that
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to
prevent
or
delay
(i)
the
consummation of
the
Merger,
the
other
Transactions,
and
the
transactions
contemplated
by
this
Agreement
and
(ii)
GIP
from
performing
its
obligations
under
this
Agreement.
3.5
Ownership
of
Existing
Units.
Except
with
respect
to
Transfers
permitted
by
Section
4.1
,
GIP
is
the
owner
of
the
Existing
Units
as
provided
on Exhibit
A
attached
hereto.
None
of
GIP's
Existing
Units
are
subject
to
any
voting
trust
or
other
agreement
or
arrangement
with
respect
to
the
voting
of
such Existing
Units,
other
than
pursuant
to
this
Agreement.
3.6
No
Litigation
.
There
is
no
Proceeding
pending
or,
to
the
knowledge
of
GIP,
threatened
against
or
affecting
GIP,
or
GIP's
assets
or
property,
at
law
or in
equity
before
or
by
any
Governmental
Authority
or
any
other
Person
that
would
reasonably
be
expected
to
impair
the
ability
of
GIP
to
perform
its
obligations hereunder
or
consummate
the
transactions
contemplated
hereby.
GIP
is
not
subject
to
any
outstanding
order,
writ,
injunction,
judgment,
decree,
or
arbitration ruling,
settlement,
award,
or
other
finding
that
would
reasonably
be
expected
to
impair
the
ability
of
GIP
to
perform
its
obligations
hereunder
or
consummate
the transactions
contemplated
hereby.
ARTICLE
IV
COVENANTS
4.1
Transfer
Restrictions
and
Certain
Other
Actions
.
GIP
agrees
not
to,
from
and
after
the
date
hereof
until
the
Expiration
Time,
cause
or
permit
any Transfer
of
any
Covered
Units.
GIP
agrees
not
to
deposit
(or
permit
the
deposit
of)
any
Covered
Units
in
a
voting
trust
or
grant
any
proxy
or
enter
into
any
voting agreement
or
similar
agreement
in
contravention
of
the
obligations
of
GIP
under
this
Agreement
with
respect
to
any
Covered
Units.
This
Section
4.1
shall
not prohibit
a
Transfer
of
the
Covered
Units
by
GIP
to
an
affiliate
thereof;
provided,
however
,
that
such
Transfer
shall
be
permitted
only
if,
as
a
precondition
to
such Transfer,
the
Person
becoming
the
owner
the
Covered
Units
in
any
such
Transfer
agrees
in
a
writing,
reasonably
satisfactory
in
form
and
substance
to
the Partnership,
to
be
bound
by
all
of
the
terms
of
this
Agreement.
4.2
Further
Assurances
.
The
Partnership
and
GIP
will
each
execute
and
deliver,
or
cause
to
be
executed
and
delivered,
all
further
documents
and instruments
and
use
their
reasonable
best
efforts
to
take,
or
cause
to
be
taken,
all
actions
and
to
do,
or
cause
to
be
done,
all
things
necessary,
proper
or
advisable under
applicable
Law,
to
consummate
and
make
effective
the
transactions
contemplated
by
this
Agreement.
4.3
No
Inconsistent
Agreements
.
Except
as
contemplated
by
this
Agreement,
GIP
shall
not
(i)
enter
into
at
any
time
prior
to
the
Expiration
Time,
any voting
agreement
or
voting
trust
with
respect
to
any
Covered
Units
or
(ii)
grant
at
any
time
prior
to
the
Expiration
Time,
a
proxy
or
power
of
attorney
with
respect to
any
Covered
Units,
in
either
case,
which
is
inconsistent
with
GIP's
obligations
pursuant
to
this
Agreement.
ARTICLE
V
MISCELLANEOUS
5.1
No
Ownership
Interest
.
Nothing
contained
in
this
Agreement
shall
be
deemed
to
vest
in
the
Partnership
any
direct
or
indirect
ownership
or
incidence of
ownership
of
or
with
respect
to
the
Covered
Units
owned
by
GIP.
All
rights,
ownership,
and
economic
benefits
of
and
relating
to
the
Covered
Units
shall
remain vested
in,
and
belong
to,
GIP,
and
the
Partnership
shall
have
no
authority
to
manage,
direct,
restrict,
regulate,
govern,
or
administer
any
of
the
policies
or operations
of
GIP
or
B-5
exercise
any
power
or
authority
to
direct
GIP
in
the
voting
of
any
of
the
Covered
Units
owned
by
GIP,
except
as
otherwise
provided
herein.
5.2
Publicity
.
GIP
consents
to
and
authorizes
Parent
and
the
Partnership
to
include
and
disclose
in
any
registration
statement,
proxy
statement,
or information
statement
that
is
filed
with
the
Securities
and
Exchange
Commission
(the
"
SEC
")
in
connection
with
the
Merger,
and
in
such
other
schedules, certificates,
applications,
agreements,
or
documents,
to
be
filed
with
the
SEC
or
otherwise
publicly
disclosed,
as
Parent
and
the
Partnership
reasonably
determine
to be
necessary
or
appropriate
in
connection
with
the
consummation
of
the
Transactions,
this
Agreement,
GIP's
identity,
the
ownership
of
the
Covered
Units,
and
the nature
of
such
GIP's
commitments,
arrangements,
and
understandings
pursuant
to
this
Agreement.
5.3
Notices
.
Any
notice,
request,
instruction,
correspondence,
or
other
document
to
be
given
hereunder
by
any
Party
to
another
Party
shall
be
in
writing and
delivered
in
person
or
by
courier
service
requiring
acknowledgment
of
receipt
of
delivery
or
mailed
by
U.S.
registered
or
certified
mail,
postage
prepaid
and return
receipt
requested,
or
by
facsimile,
as
follows;
provided
,
that
copies
to
be
delivered
below
shall
not
be
required
for
effective
notice
and
shall
not
constitute notice:
If
to
GIP,
addressed
to:
GIP
III
Stetson
II,
L.P.
c/o
Global
Infrastructure
Management,
LLC
1345
Avenue
of
the
Americas
New
York,
New
York
10105
Attention:
Associate
General
Counsel
Telephone:
(212)
315-8159
Fax:
(877)
601-6879
with
copies
(which
shall
not
constitute
notice)
to:
Latham
&
Watkins
LLP
811
Main
Street,
Suite
3700
Houston,
Texas
77019
Attention:
William
N.
Finnegan
IV
Debbie
P.
Yee
Telephone:
(713)
546-5400
Fax:
(713)
546-5401
If
to
the
Partnership,
addressed
to:
c/o
EnLink
Midstream
GP,
LLC
EnLink
Midstream
Partners,
LP
1722
Routh
Street,
Suite
1300
Dallas,
Texas
75201
Attention:
General
Counsel
Tel:
(214)
953-9500
Fax:
(214)
721-9299
with
copies
(which
shall
not
constitute
notice)
to:
Gibson,
Dunn
&
Crutcher
LLP
2100
McKinney
Avenue,
Suite
1100
Dallas,
Texas
75201
Attention:
Doug
Rayburn
Tel:
(214)
698-3342
Fax:
(214)
571-2948
B-6
Potter
Anderson
&
Corroon
LLP
1313
North
Market
Street,
6th
Floor
Wilmington,
Delaware
19801
Attention:
Thomas
A.
Mullen
Tel:
(302)
984-6204
Fax:
(302)
658-1192
Notice
given
by
personal
delivery,
courier
service,
or
mail
shall
be
effective
upon
actual
receipt.
Notice
given
by
facsimile
shall
be
effective
upon
written confirmation
of
receipt
by
facsimile,
e-mail
or
otherwise.
Any
Party
may
change
any
address
to
which
notice
is
to
be
given
to
it
by
giving
notice
as
provided
above of
such
change
of
address.
5.4
Amendments
.
This
Agreement
may
be
amended,
modified,
or
supplemented
only
by
a
written
instrument
executed
and
delivered
by
the
Parties.
The consent
or
approval
of
the
Partnership
for
any
purpose
under
this
Agreement
shall
require
the
prior
approval
or
consent
of
the
Partnership
Conflicts
Committee.
5.5
Waiver
.
No
failure
or
delay
any
Party
in
exercising
any
right
hereunder
shall
operate
as
a
waiver
thereof,
nor
shall
any
single
or
partial
exercise thereof
preclude
any
other
or
further
exercise
thereof
or
the
exercise
of
any
other
right
hereunder.
No
waiver
of
any
provision
of
this
Agreement
shall
be
deemed
or shall
constitute
a
waiver
of
any
other
provision
hereof
(regardless
of
whether
similar),
nor
shall
any
such
waiver
constitute
a
continuing
waiver
unless
otherwise expressly
provided.
Any
agreement
on
the
part
of
a
Party
to
any
such
extension
or
waiver
shall
be
valid
only
if
set
forth
in
an
instrument
in
writing
signed
on behalf
of
such
Party,
provided
that,
in
the
case
of
the
Partnership,
such
extension
or
waiver
is
approved
by
the
Partnership
Conflicts
Committee.
5.6
Termination
.
This
Agreement
shall
terminate
and
shall
have
no
further
force
or
effect
as
of
the
Expiration
Time.
5.7
Expenses
.
Each
Party
shall
be
solely
responsible
for
all
expenses
incurred
by
it
in
connection
with
this
Agreement
and
the
transactions
contemplated hereby,
and
no
Party
shall
be
entitled
to
any
reimbursement
for
such
expenses
from
any
other
Party.
5.8
Entire
Agreement
.
This
Agreement
and
the
Exhibits
hereto
constitute
the
entire
agreement
of
the
Parties
and
supersede
all
prior
agreements
and undertakings,
both
written
and
oral,
among
the
Parties,
or
any
of
them,
with
respect
to
the
subject
matter
of
this
Agreement.
5.9
Assignment
.
Except
for
a
Transfer
permitted
under
Section
4.1
,
neither
this
Agreement
nor
any
of
the
rights,
interests,
or
obligations
hereunder
shall be
assigned
by
the
Parties,
in
whole
or
in
part
(whether
by
operation
of
Law
or
otherwise),
without
the
prior
written
consent
of
the
other
Parties,
and
any
attempted or
purported
assignment
without
such
consent
shall
be
null
and
void.
Subject
to
the
preceding
sentence,
this
Agreement
shall
be
binding
upon,
inure
to
the
benefit of,
and
be
enforceable
by
the
Parties
and
their
respective
successors
and
assigns.
5.10
Third
Party
Beneficiaries
.
This
Agreement
shall
be
binding
upon
and
inure
solely
to
the
benefit
of
each
Party
and
its
permitted
successors
and assigns,
and
nothing
in
this
Agreement,
express
or
implied,
is
intended
to
or
shall
confer
upon
any
other
Person
any
right,
benefit,
or
remedy
of
any
nature whatsoever
under
or
by
reason
of
this
Agreement.
5.11
Governing
Law
and
Venue;
Consent
to
Jurisdiction
.
(a)
This
Agreement,
and
Proceedings
of
any
kind
(whether
at
law,
in
equity,
in
contract,
in
tort,
or
otherwise)
that
may
be
based
upon,
arise
out
of,
or relate
to
this
Agreement,
or
the
negotiation,
execution,
or
performance
of
this
Agreement
(including
any
action,
cause
of
action,
or
claim
of
any
kind
based upon,
arising
out
of,
or
related
to
any
representation
or
warranty
made
in,
in
connection
with,
or
as
an
inducement
to
this
Agreement)
shall
be
governed
by and
construed
in
B-7
accordance
with
the
Laws
of
the
State
of
Delaware,
including
Laws
of
the
State
of
Delaware
relating
to
applicable
statutes
of
limitation,
burdens
of
proof, and
available
remedies.
(b)
Each
of
the
Parties
irrevocably
submits
to
the
exclusive
jurisdiction
of
the
Court
of
Chancery
of
the
State
of
Delaware,
or
in
the
event,
but
only
in the
event,
that
such
court
does
not
have
jurisdiction
over
such
Proceeding,
to
the
exclusive
jurisdiction
of
the
United
States
District
Court
for
the
District
of Delaware
(or,
in
the
event
that
such
court
does
not
have
jurisdiction
over
such
Proceeding,
to
the
exclusive
jurisdiction
of
the
Superior
Court
of
the
State
of Delaware)
(collectively,
the
"
Courts
"),
for
the
purposes
of
any
Proceeding
arising
out
of
or
relating
to
this
Agreement
or
the
Transactions
(and
agrees
not to
commence
any
Proceeding
relating
hereto
except
in
such
Courts
as
provided
herein).
Each
of
the
Parties
further
agrees
that
service
of
any
process, summons,
notice,
or
document
hand
delivered
or
sent
in
accordance
with
Section
5.3
to
such
Party's
address
set
forth
in
Section
5.3
will
be
effective
service of
process
for
any
Proceeding
in
Delaware
with
respect
to
any
matters
to
which
it
has
submitted
to
jurisdiction
as
set
forth
in
the
immediately
preceding sentence.
Each
of
the
Parties
irrevocably
and
unconditionally
waives
any
objection
to
the
laying
of
venue
of
any
Proceeding
arising
out
of
or
relating
to
this Agreement
or
the
transactions
contemplated
hereby
in
the
Courts,
and
hereby
further
irrevocably
and
unconditionally
waives
and
agrees
not
to
plead
or claim
in
any
such
court
that
any
such
Proceeding
brought
in
any
such
court
has
been
brought
in
an
inconvenient
forum.
Anything
to
the
contrary
in
this Section
5.11(b)
notwithstanding,
each
Party
agrees
that
a
final
judgment
in
any
Proceeding
properly
brought
in
accordance
with
the
terms
of
this Agreement
shall
be
conclusive
and
may
be
enforced
by
suit
on
the
judgment
in
any
jurisdiction
or
in
any
other
manner
provided
at
law
or
in
equity.
(c)
Each
Party
agrees
that
this
Agreement
involves
at
least
$100,000
and
that
this
Agreement
has
been
entered
into
in
express
reliance
upon
6
Del.
C. §
2708.
(d)
WITH
RESPECT
TO
ANY
PROCEEDING
IN
WHICH
ANY
CLAIM
OR
COUNTERCLAIM
(WHETHER
AT
LAW,
IN
EQUITY,
IN CONTRACT,
IN
TORT,
OR
OTHERWISE)
ASSERTED
BASED
UPON,
ARISING
FROM,
OR
RELATED
TO
THIS
AGREEMENT,
OR
THE COURSE
OF
DEALING
OR
RELATIONSHIP
AMONG
THE
PARTIES
TO
THIS
AGREEMENT,
INCLUDING
THE
NEGOTIATION,
EXECUTION, AND
PERFORMANCE
OF
THIS
AGREEMENT,
NO
PARTY
TO
THIS
AGREEMENT
OR
ANY
ASSIGNEE,
SUCCESSOR,
OR
REPRESENTATIVE OF
ANY
PARTY
SHALL
REQUEST
A
JURY
TRIAL
IN
ANY
SUCH
PROCEEDING
NOR
SEEK
TO
CONSOLIDATE
ANY
SUCH
PROCEEDING WITH
ANY
OTHER
ACTION
IN
WHICH
A
JURY
TRIAL
CANNOT
BE
OR
HAS
NOT
BEEN
WAIVED.
EACH
PARTY
CERTIFIES
AND ACKNOWLEDGES
THAT
(I)
NO
REPRESENTATIVE
OF
ANY
OTHER
PARTY
HAS
REPRESENTED,
EXPRESSLY
OR
OTHERWISE,
THAT SUCH
PARTY
WOULD
NOT
SEEK
TO
ENFORCE
THE
FOREGOING
WAIVER
IN
THE
EVENT
OF
A
PROCEEDING,
(II)
SUCH
PARTY
HAS CONSIDERED
THE
IMPLICATIONS
OF
THIS
WAIVER,
(III)
SUCH
PARTY
MAKES
THIS
WAIVER
VOLUNTARILY,
AND
(IV)
SUCH
PARTY HAS
BEEN
INDUCED
TO
ENTER
INTO
THIS
AGREEMENT
BY,
AMONG
OTHER
THINGS,
THE
MUTUAL
WAIVERS
AND
CERTIFICATIONS IN
THIS
SECTION
5.11
.
5.12
Facsimiles;
Counterparts
.
This
Agreement
may
be
executed
in
any
number
of
counterparts,
each
of
which
shall
be
deemed
an
original,
but
all
of which
together
shall
constitute
one
and
the
same
instrument.
Signatures
to
this
Agreement
transmitted
by
facsimile
transmission,
by
electronic
mail
in
"portable document
format"
(".pdf")
form,
or
by
any
other
electronic
means
intended
to
preserve
the
original
graphic
and
pictorial
appearance
of
a
document,
will
have
the same
effect
as
physical
delivery
of
the
paper
document
bearing
the
original
signature.
B-8
5.13
Severability
.
Whenever
possible,
each
provision
of
this
Agreement
shall
be
interpreted
in
such
manner
as
to
be
effective
and
valid
under
applicable Laws,
but
if
any
provision
or
portion
of
this
Agreement
is
held
to
be
invalid,
illegal,
or
unenforceable
in
any
respect
under
any
applicable
Laws
in
any
jurisdiction by
any
applicable
Governmental
Authority,
(a)
such
invalidity,
illegality,
or
unenforceability
shall
not
affect
the
validity,
legality,
or
enforceability
of
any
other provision
of
this
Agreement
in
such
jurisdiction
or
affect
the
validity,
legality,
or
enforceability
of
any
provision
in
any
other
jurisdiction,
(b)
such
provision
shall be
invalid,
illegal,
or
unenforceable
only
to
the
extent
strictly
required
by
such
Governmental
Authority,
(c)
to
the
extent
any
such
provision
is
deemed
to
be invalid,
illegal,
or
unenforceable,
each
Party
agrees
that
it
shall
use
its
commercially
reasonable
efforts
to
cause
such
Governmental
Authority
to
modify
such provision
so
that
such
provision
shall
be
valid,
legal,
and
enforceable
as
originally
intended
to
the
greatest
extent
possible,
and
(d)
to
the
extent
that
the Governmental
Authority
does
not
modify
such
provision,
each
of
the
Parties
agree
that
they
shall
endeavor
in
good
faith
to
exercise
or
modify
such
provision
so that
such
provision
shall
be
valid,
legal,
and
enforceable
as
originally
intended
to
the
greatest
extent
possible.
5.14
Specific
Performance
.
The
Parties
agree
that
irreparable
damage
would
occur
and
that
the
Parties
would
not
have
any
adequate
remedy
at
law
in the
event
that
any
of
the
provisions
of
this
Agreement
were
not
performed
in
accordance
with
their
specific
terms
or
were
otherwise
breached
and
it
is
accordingly agreed
that
the
Parties
shall
be
entitled
to
an
injunction
or
injunctions
to
prevent
breaches
of
this
Agreement
and
to
enforce
specifically
the
terms
and
provisions
of this
Agreement,
in
each
case,
in
accordance
with
Section
5.11
,
this
being
in
addition
to
any
other
remedy
to
which
they
are
entitled
at
law
or
in
equity.
Each
of
the Parties
agrees
that
it
will
not
oppose
the
granting
of
an
injunction,
specific
performance,
and
other
equitable
relief
as
provided
herein
on
the
basis
that
(i)
either Party
has
an
adequate
remedy
at
law
or
(ii)
an
award
of
specific
performance
is
not
an
appropriate
remedy
for
any
reason
at
law
or
equity
(it
being
understood
that nothing
in
this
sentence
shall
prohibit
the
Parties
from
raising
other
defenses
to
a
claim
for
specific
performance
or
other
equitable
relief
under
this
Agreement). Each
Party
further
agrees
that
no
Party
shall
be
required
to
obtain,
furnish,
or
post
any
bond
or
similar
instrument
in
connection
with,
or
as
a
condition
to,
obtaining any
remedy
referred
to
in
this
Section
5.14
,
and
each
Party
irrevocably
waives
any
right
it
may
have
to
require
the
obtaining,
furnishing
or
posting
of
any
such bond
or
similar
instrument.
5.15
Damages
.
Anything
to
the
contrary
in
this
Agreement
notwithstanding,
in
no
event
shall
a
Party
be
liable
hereunder
for
(a)
any
remote,
exemplary, or
punitive
damages
or
(b)
any
special,
consequential,
incidental,
or
indirect
damages
or
lost
profits,
except
in
the
case
of
clause
(b),
to
the
extent
any
such damages
or
lost
profits
would
otherwise
be
recoverable
under
applicable
Law
in
an
action
for
breach
of
contract.
[
Signature
page
follows
.]
B-9
IN
WITNESS
WHEREOF,
the
undersigned
have
caused
this
Agreement
to
be
executed
as
of
the
date
first
written
above.
ENLINK
MIDSTREAM
PARTNERS,
LP
By: EnLink
Midstream
GP,
LLC,
its
General
Partner
By: /s/
MICHAEL
J.
GARBERDING
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
[Signature
Page
to
GIP
Support
Agreement]
GIP
III
STETSON
II,
L.P.
By: GIP
III
Stetson
GP,
LLC,
its
general
partner
By: /s/
WILLIAM
BRILLIANT
Name:
William
Brilliant
Title:
Manager
[Signature
Page
to
GIP
Support
Agreement]
Exhibit
A
Common
Units
Held
by
the
Unitholders
GIP
III
Stetson
II,
L.P.:
115,495,669
Common
Units
Annex
C
Execution
Version
SUPPORT
AGREEMENT
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
."
R
E
C
I
T
A
L
S
WHEREAS,
concurrently
with
the
execution
of
this
Agreement,
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
"),
the
Partnership,
and
EnLink
Midstream
GP,
LLC,
a
Delaware
limited
liability
company
and
the
general
partner
of
the
Partnership
(the
" General
Partner
"),
are
entering
into
an
Agreement
and
Plan
of
Merger
(the
"
Merger
Agreement
"),
providing
for,
among
other
things,
the
merger
of
Merger
Sub with
and
into
the
Partnership,
with
the
Partnership
as
the
sole
surviving
entity
(the
"
Merger
");
WHEREAS,
as
of
the
date
hereof,
the
Unitholders
are
the
owners
of
record
of
the
number
of
common
units
representing
limited
partner
interests
in
the Partnership
("
Common
Units
"),
as
set
forth
next
to
such
Unitholder's
name
on
Exhibit
A
attached
hereto
(the
"
Existing
Units
");
and
WHEREAS,
as
an
inducement
to
the
willingness
of
the
parties
to
the
Merger
Agreement
to
enter
into
the
Merger
Agreement
and
to
proceed
with
the transactions
contemplated
by
the
Merger
Agreement,
including
the
Merger
(the
"
Transactions
"),
the
Parties
are
entering
into
this
Agreement.
NOW,
THEREFORE,
in
consideration
of
the
foregoing,
the
representations,
warranties,
covenants,
and
agreements
contained
in
this
Agreement
and
of
other good
and
valuable
consideration,
the
receipt
and
sufficiency
of
which
are
hereby
acknowledged,
the
Parties,
intending
to
be
legally
bound,
do
hereby
agree
as follows:
ARTICLE
I
DEFINITIONS
1.1
Definitions
.
For
all
purposes
of
and
under
this
Agreement,
the
following
terms
shall
have
the
following
respective
meanings:
(a)
"
Acquisition
Proposal
"
shall
have
the
meaning
given
to
such
term
in
the
Merger
Agreement.
(b)
"
Business
Day
"
means
any
day
on
which
commercial
banks
are
generally
open
for
business
in
Dallas,
Texas
or
New
York,
New
York, other
than
a
Saturday,
a
Sunday
or
a
day
observed
as
a
holiday
in
Dallas,
Texas
or
New
York,
New
York
under
the
Laws
of
the
State
of
Texas,
the Laws
of
the
State
of
New
York,
or
the
federal
Laws
of
the
United
States
of
America,
as
applicable.
(c)
"
Covered
Units
"
means,
with
respect
to
each
Unitholder
at
any
time:
(i)
the
Existing
Units
of
such
Unitholder
and
(ii)
all
additional Common
Units
of
which
such
Unitholder
acquires
sole
or
shared
voting
power
during
the
period
from
the
date
hereof
through
the
Expiration
Time.
(d)
"
Expiration
Time
"
means
the
earliest
to
occur
of:
(i)
such
date
and
time
as
the
Merger
Agreement
shall
have
been
terminated
for
any reason
in
accordance
with
its
terms;
(ii)
the
Merger
Effective
Time;
and
(iii)
the
mutual
written
agreement
of
the
Parties
to
terminate
this Agreement;
provided
that,
in
the
case
of
the
Partnership,
such
written
agreement
is
approved
by
the
Partnership
Conflicts
Committee.
(e)
"
Governmental
Authority
"
means
any
federal,
state,
tribal,
provincial,
municipal,
foreign,
or
other
government,
governmental
court, department,
commission,
board,
bureau,
regulatory,
or
administrative
agency
or
instrumentality.
(f)
"
Laws
"
means
all
statutes,
regulations,
codes,
tariffs,
ordinances,
decisions,
administrative
interpretations,
writs,
injunctions, stipulations,
statutory
rules,
orders,
judgments,
decrees,
and
terms
and
conditions
of
any
grant
of
approval,
permission,
authority,
permit,
or
license of
any
court,
Governmental
Authority,
statutory
body,
or
self-regulatory
authority
(including
the
New
York
Stock
Exchange).
(g)
"
Merger
Effective
Time
"
means
the
effective
time
of
the
consummation
of
the
Merger
under
the
Delaware
Limited
Liability
Company Act,
as
amended,
and
the
Delaware
Revised
Uniform
Limited
Partnership
Act,
as
amended.
(h)
"
Partnership
Conflicts
Committee
"
means
the
Conflicts
Committee
of
the
Board
of
Directors
of
the
General
Partner.
(i)
"
Partnership
Unitholder
Meeting
"
means
the
meeting
of
the
holders
of
Partnership
Voting
Units
to
consider
and
vote
upon
the
approval of
the
Merger
Agreement
(including
any
adjournment
or
postponement
thereof).
(j)
"
Partnership
Voting
Units
"
means,
collectively,
the
Common
Units
and
the
Series
B
Cumulative
Convertible
Preferred
Units
of
the Partnership.
(k)
"
Person
"
means
an
individual
or
entity,
including
any
partnership,
corporation,
association,
trust,
limited
liability
company,
joint venture,
unincorporated
organization,
or
other
entity
or
Governmental
Authority.
(l)
"
Proceeding
"
means
any
claim,
action,
suit,
proceeding,
arbitration,
mediation,
investigation,
or
inquiry
by
or
before
any
Governmental Authority
or
otherwise.
(m)
"
Proxy
Designee
"
means
a
Person
designated
by
the
Partnership
Conflicts
Committee
by
written
notice
to
each
of
the
Parties
hereto, which
notice
may
simultaneously
revoke
the
designation
of
any
Person
as
a
Proxy
Designee.
(n)
"
Representatives
"
means,
with
respect
to
any
Person,
such
Person's
directors,
officers,
employees,
counsel,
accountants,
investment bankers,
financial
advisors,
and
other
representatives.
(o)
"
Superior
Proposal
"
shall
have
the
meaning
given
to
such
term
in
the
Merger
Agreement.
(p)
"
Transfer
"
means,
with
respect
to
any
Unitholder,
directly
or
indirectly:
(i)
to
sell
(including
short
sales),
pledge,
encumber,
assign,
grant an
option
with
respect
to,
transfer,
or
dispose
of
Covered
Units
or
any
interest
in
Covered
Units
by
any
means,
including
by
merger
(including
by conversion
into
securities
or
other
consideration),
by
tendering
into
any
tender
or
exchange
offer,
by
testamentary
disposition,
by
operation
of
law, or
otherwise
or
to
undertake
any
other
action
that
results
in
(or
could
result
in)
a
Person
other
than
such
Unitholder
owning
any
of
the
Covered Units,
either
voluntarily
or
involuntarily;
(ii)
to
grant
any
proxy
or
power
of
attorney
with
respect
to
Covered
Units
other
than
pursuant
to
this Agreement;
or
(iii)
to
enter
into
an
agreement
or
commitment,
whether
or
not
in
writing,
C-2
providing
for
the
sale
of,
pledge
of,
encumbrance
of,
assignment
of,
grant
of
an
option
with
respect
to,
transfer
of,
or
disposition
of
Covered
Units or
any
interest
in
Covered
Units
by
any
means,
including
by
merger
(including
by
conversion
into
securities
or
other
consideration),
by
tendering into
any
tender
or
exchange
offer,
by
testamentary
disposition,
by
operation
of
law,
or
otherwise.
For
the
avoidance
of
doubt,
the
term
"Transfer" shall
not
include
any
existing
pledges
or
security
interests
issued
by
such
Unitholder
in
connection
with
a
bona
fide
loan,
indenture,
or
other contract
for
indebtedness.
1.2
Other
Definitional
and
Interpretative
Provisions.
(a)
The
division
of
this
Agreement
into
articles,
sections,
and
other
portions
and
the
insertion
of
headings
are
for
convenience
of
reference
only
and shall
not
affect
the
construction
or
interpretation
hereof.
Unless
otherwise
indicated,
all
references
to
an
"Article"
or
"Section"
followed
by
a
number
or
a letter
refer
to
the
specified
Article
or
Section
of
this
Agreement.
The
terms
"this
Agreement,"
"hereof,"
"herein,"
and
"hereunder"
and
similar
expressions refer
to
this
Agreement
and
not
to
any
particular
Article,
Section,
or
other
portion
hereof.
Unless
otherwise
specifically
indicated
or
the
context
otherwise requires,
(i)
all
references
to
"dollars"
or
"$"
mean
United
States
dollars,
(ii)
words
importing
the
singular
shall
include
the
plural
and
vice
versa
and
words importing
any
gender
shall
include
all
genders,
and
(iii)
"include,"
"includes,"
and
"including"
shall
be
deemed
to
be
followed
by
the
words
"without limitation."
(b)
In
the
event
that
any
date
on
which
any
action
is
required
to
be
taken
hereunder
by
any
of
the
Parties
that
can
only
be
taken
on
a
Business
Day, but
such
date
does
not
fall
on
a
Business
Day,
such
action
shall
be
required
to
be
taken
on
the
next
succeeding
day
that
is
a
Business
Day.
Reference
to
any Party
is
also
a
reference
to
such
Party's
permitted
successors
and
assigns.
The
Exhibits
attached
to
this
Agreement
are
hereby
incorporated
by
reference
into this
Agreement
and
form
part
hereof.
Unless
otherwise
indicated,
all
references
to
an
"Exhibit"
followed
by
a
number
or
a
letter
refer
to
the
specified Exhibit
to
this
Agreement.
The
Parties
have
participated
jointly
in
the
negotiation
and
drafting
of
this
Agreement.
In
the
event
an
ambiguity
or
question
of intent
or
interpretation
arises,
it
is
the
intention
of
the
Parties
that
this
Agreement
shall
be
construed
as
if
drafted
jointly
by
the
Parties
and
no
presumption or
burden
of
proof
shall
arise
favoring
or
disfavoring
any
Person
by
virtue
of
the
authorship
of
any
of
the
provisions
of
this
Agreement.
In
this
Agreement, specific
provisions
shall
prevail
over
general
provisions.
Further,
prior
drafts
of
this
Agreement,
or
the
fact
that
any
clauses
have
been
added,
deleted,
or otherwise
modified
from
any
prior
drafts
of
this
Agreement,
shall
not
be
used
as
an
aid
of
construction
or
otherwise
constitute
evidence
of
the
intent
of
the parties;
and
no
presumption
or
burden
of
proof
shall
arise
favoring
or
disfavoring
any
Party
by
virtue
of
such
prior
drafts.
ARTICLE
II
SUPPORT
AGREEMENT
2.1
Agreement
to
Vote
Covered
Units.
(a)
Prior
to
the
Expiration
Time,
at
the
Partnership
Unitholder
Meeting
and
every
other
meeting
of
the
unitholders
of
the
Partnership
that
is
called
and at
which
action
is
to
be
taken
with
respect
to
approval
of
the
Merger
Agreement,
and
at
every
adjournment
or
postponement
thereof,
and
on
every
action
or approval
by
written
consent
of
unitholders
of
the
Partnership
with
respect
to
approval
of
the
Merger
Agreement,
each
Unitholder
(solely
in
each Unitholder's
capacity
as
such,
and
not
in
any
other
capacity
such
as
an
officer
or
director)
shall,
or
shall
cause
the
holder
of
record
of
the
applicable Covered
Units
on
any
applicable
record
date
to,
(i)
appear
at
each
such
meeting
and
cause
such
Unitholder's
Covered
Units
to
be
counted
as
present
thereat for
purposes
of
calculating
a
quorum;
and
(ii)
(A)
in
the
case
of
a
meeting,
vote
(or
cause
to
be
voted),
in
person
or
by
proxy,
all
of
such
Unitholder's Covered
Units,
or
(B)
in
the
case
of
a
C-3
proposed
action
by
consent
in
lieu
of
a
meeting,
duly
deliver
(or
cause
to
be
duly
delivered)
promptly
(and
in
any
event
within
48
hours
after
the
receipt
of the
proposed
action
by
consent)
a
consent
in
respect
of
all
of
such
Unitholder's
Covered
Units,
in
each
case,
in
favor
of
(x)
the
adoption
of
the
Merger Agreement
and
(y)
any
related
matter
that
must
be
approved
by
unitholders
of
the
Partnership
in
order
for
the
Transactions
to
be
consummated
in accordance
with
the
terms
of
the
Merger
Agreement.
(b)
From
and
after
the
date
hereof
until
the
Expiration
Time,
each
Unitholder
agrees
not
to
vote
any
Covered
Units
in
favor
of,
or
consent
to,
and
will vote
against
and
not
consent
to,
the
approval
of
any
(i)
Acquisition
Proposal,
Superior
Proposal,
or
any
transaction
in
respect
thereof,
or
(ii)
any
other action,
agreement,
transaction,
or
proposal
that
is
intended,
would
reasonably
be
expected,
or
the
result
of
which
would
reasonably
be
expected,
to
impede, interfere
with,
delay,
postpone,
discourage,
frustrate
the
purposes
of,
or
adversely
affect
any
of
the
Transactions;
2.2
Voting
Rights
.
From
and
after
the
date
hereof
until
the
Expiration
Time,
except
with
respect
to
Transfers
permitted
by
Section
4.1
,
each
Unitholder will
continue
to
hold,
and
shall
have
the
right
to
exercise,
all
voting
rights
related
to
the
Covered
Units.
2.3
Grant
of
Irrevocable
Proxy
.
FROM
AND
AFTER
THE
DATE
HEREOF
UNTIL
THE
EXPIRATION
TIME,
EACH
UNITHOLDER IRREVOCABLY
AND
UNCONDITIONALLY
APPOINTS
MICHAEL
J.
GARBERDING
AND
ANY
OTHER
PROXY
DESIGNEE
(AS
DEFINED
ABOVE), EACH
OF
THEM
INDIVIDUALLY,
AS
SUCH
UNITHOLDER'S
PROXY
AND
ATTORNEY-IN-FACT,
WITH
FULL
POWER
OF
SUBSTITUTION
AND RESUBSTITUTION,
TO
VOTE
AT
ANY
MEETING
OF
THE
UNITHOLDERS
OF
THE
PARTNERSHIP
AT
WHICH
ANY
OF
THE
MATTERS DESCRIBED
IN
SECTION
2.1
ARE
TO
BE
CONSIDERED
OR
EXECUTE
WRITTEN
CONSENTS
WITH
RESPECT
TO
ANY
SUCH
MATTERS,
WITH RESPECT
TO
SUCH
UNITHOLDER'S
COVERED
UNITS
AS
OF
THE
APPLICABLE
RECORD
DATE,
IN
EACH
CASE
SOLELY
TO
THE
EXTENT
AND IN
THE
MANNER
SPECIFIED
IN
SECTION
2.1
.
THIS
PROXY
IS
IRREVOCABLE
(UNTIL
THE
EXPIRATION
TIME
AND
EXCEPT
AS
TO
ANY
PROXY DESIGNEE
WHOSE
DESIGNATION
AS
A
PROXY
DESIGNEE
IS
REVOKED
BY
THE
PARTNERSHIP
CONFLICTS
COMMITTEE)
AND
COUPLED WITH
AN
INTEREST,
AND
EACH
UNITHOLDER
WILL
TAKE
SUCH
FURTHER
ACTION
OR
EXECUTE
SUCH
FURTHER
INSTRUMENTS
AS
MAY BE
NECESSARY
TO
EFFECTUATE
THE
INTENT
OF
THIS
PROXY
AND
HEREBY
REVOKES
ANY
OTHER
PROXY
PREVIOUSLY
GRANTED
BY SUCH
UNITHOLDER
WITH
RESPECT
TO
ITS
COVERED
UNITS
(AND
EACH
UNITHOLDER
HEREBY
REPRESENTS
TO
THE
PARTNERSHIP
THAT ANY
SUCH
OTHER
PROXY
IS
REVOCABLE).
ARTICLE
III
REPRESENTATIONS
AND
WARRANTIES
OF
THE
UNITHOLDERS
Each
Unitholder
represents
and
warrants
to
the
Partnership,
severally
and
not
jointly,
that:
3.1
Organization
.
Such
Unitholder
is
an
entity
duly
organized,
validly
existing,
and
in
good
standing
under
the
applicable
Laws
of
the
State
of Delaware.
3.2
Authorization
.
Such
Unitholder
has
all
requisite
power
and
authority
to
execute
and
deliver
this
Agreement,
to
perform
such
Unitholder's
obligations hereunder,
and
to
consummate
the
transactions
contemplated
hereby.
3.3
Due
Execution
and
Delivery
.
This
Agreement
has
been
duly
and
validly
executed
and
delivered
by
such
Unitholder
and,
assuming
due authorization,
execution,
and
delivery
hereof
by
the
other
Parties
hereto,
constitutes
a
legal,
valid,
and
binding
agreement
of
such
Unitholder,
enforceable
against such
Unitholder
in
accordance
with
its
terms,
except
as
such
enforcement
may
be
limited
by
C-4
applicable
bankruptcy,
insolvency,
reorganization,
moratorium,
fraudulent
conveyance,
or
other
similar
laws
affecting
the
enforcement
of
creditors'
rights
and remedies
generally
and
by
general
principles
of
equity
(whether
applied
in
a
Proceeding
at
law
or
in
equity).
3.4
No
Conflict
or
Default
.
No
notice
to
or
consent,
approval,
license,
permit,
order,
or
authorization
of
any
Governmental
Authority
or
other
Person
is required
to
be
obtained
or
made
by
such
Unitholder
in
connection
with
the
execution,
delivery,
and
performance
of
this
Agreement.
None
of
the
execution, delivery,
or
performance
of
this
Agreement
by
such
Unitholder,
the
consummation
by
such
Unitholder
of
the
transactions
contemplated
hereby
or
compliance
by such
Unitholder
with
any
of
the
provisions
hereof
will
(with
or
without
notice
or
lapse
of
time
or
both)
(a)
result
in
a
violation
or
breach
of,
or
constitute
a
default (or
give
rise
to
any
third
party
right
of
termination,
cancellation,
modification,
acceleration,
or
entitlement)
under,
any
of
the
terms,
conditions,
or
provisions
of
any contract,
including
any
voting
agreement,
proxy
arrangement,
pledge
agreement,
unitholders
agreement,
or
voting
trust,
to
which
such
Unitholder
is
a
party
or
by which
such
Unitholder
or
any
of
such
Unitholder's
properties
or
assets
(including
the
Covered
Units)
may
be
bound;
(b)
result
in
the
creation
of
a
Lien
on
such Unitholder's
assets
or
property
(including
the
Covered
Units),
except
as
created
pursuant
to
this
Agreement;
or
(c)
constitute
a
violation
by
such
Unitholder
of
any applicable
Law,
in
each
case,
except
for
such
violations,
breaches,
or
defaults
that
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to
prevent
or delay
(i)
the
consummation
of
the
Merger,
the
other
Transactions,
and
the
transactions
contemplated
by
this
Agreement
and
(ii)
such
Unitholder
from
performing its
obligations
under
this
Agreement.
3.5
Ownership
of
Existing
Units.
Except
with
respect
to
Transfers
permitted
by
Section
4.1
,
such
Unitholder
is
the
owner
of
the
Existing
Units
as provided
with
respect
to
such
Unitholder
on
Exhibit
A
attached
hereto.
None
of
the
Existing
Units
of
such
Unitholder
are
subject
to
any
voting
trust
or
other agreement
or
arrangement
with
respect
to
the
voting
of
such
Existing
Units,
other
than
pursuant
to
this
Agreement.
3.6
No
Litigation
.
There
is
no
Proceeding
pending
or,
to
the
knowledge
of
such
Unitholder,
threatened
against
or
affecting
such
Unitholder,
or
such Unitholder's
assets
or
property,
at
law
or
in
equity
before
or
by
any
Governmental
Authority
or
any
other
Person
that
would
reasonably
be
expected
to
impair
the ability
of
such
Unitholder
to
perform
its
obligations
hereunder
or
consummate
the
transactions
contemplated
hereby.
Such
Unitholder
is
not
subject
to
any outstanding
order,
writ,
injunction,
judgment,
decree,
or
arbitration
ruling,
settlement,
award,
or
other
finding
that
would
reasonably
be
expected
to
impair
the ability
of
such
Unitholder
to
perform
its
obligations
hereunder
or
consummate
the
transactions
contemplated
hereby.
ARTICLE
IV
COVENANTS
4.1
Transfer
Restrictions
and
Certain
Other
Actions
.
Each
Unitholder
agrees
not
to,
from
and
after
the
date
hereof
until
the
Expiration
Time,
cause
or permit
any
Transfer
of
any
Covered
Units;
provided,
however
,
that
each
of
Acacia
and
EMI
shall
be
permitted
to
merge
with
and
into
Parent
upon
which
merger Parent
shall,
by
operation
of
law,
be
deemed
a
Unitholder,
as
the
successor
in
interest
to
all
rights
and
obligations
of
Acacia
and
EMI,
as
applicable,
hereunder (each,
a
"
Parent
Affiliate
Merger
").
Each
Unitholder
agrees
not
to
deposit
(or
permit
the
deposit
of)
any
Covered
Units
in
a
voting
trust
or
grant
any
proxy
or enter
into
any
voting
agreement
or
similar
agreement
in
contravention
of
the
obligations
of
such
Unitholder
under
this
Agreement
with
respect
to
any
Covered Units.
This
Section
4.1
shall
not
prohibit
a
Transfer
of
the
Covered
Units
by
any
Unitholder
to
an
Affiliate
of
such
Unitholder;
provided,
however
,
that,
except
for a
Parent
Affiliate
Merger,
such
Transfer
shall
be
permitted
only
if,
as
a
precondition
to
such
Transfer,
the
Person
becoming
the
owner
the
Covered
Units
in
any such
Transfer
agrees
in
a
writing,
reasonably
satisfactory
in
form
and
substance
to
the
Partnership,
to
be
bound
by
all
of
the
terms
of
this
Agreement.
C-5
4.2
Further
Assurances
.
The
Partnership
and
each
Unitholder
will
each
execute
and
deliver,
or
cause
to
be
executed
and
delivered,
all
further documents
and
instruments
and
use
their
reasonable
best
efforts
to
take,
or
cause
to
be
taken,
all
actions
and
to
do,
or
cause
to
be
done,
all
things
necessary,
proper or
advisable
under
applicable
Law,
to
consummate
and
make
effective
the
transactions
contemplated
by
this
Agreement.
4.3
No
Inconsistent
Agreements
.
Except
as
contemplated
by
this
Agreement,
no
Unitholder
shall
(i)
enter
into
at
any
time
prior
to
the
Expiration
Time, any
voting
agreement
or
voting
trust
with
respect
to
any
Covered
Units
or
(ii)
grant
at
any
time
prior
to
the
Expiration
Time,
a
proxy
or
power
of
attorney
with respect
to
any
Covered
Units,
in
either
case,
which
is
inconsistent
with
such
Unitholder's
obligations
pursuant
to
this
Agreement.
4.4
Capacity
.
Each
of
Acacia
and
EMI
has
entered
into
this
Agreement
solely
in
its
capacity
as
a
record
or
beneficial
owner
of
Covered
Units.
None
of the
provisions
of
this
Agreement
shall
be
construed
to
prohibit,
limit,
or
restrict
any
Representative
of
Acacia
or
EMI
who
is
an
officer
or
director
of
the
Parent Managing
Member
or
the
General
Partner
from
exercising
his
or
her
duties
to
Parent
or
the
General
Partner
by
taking
any
action
whatsoever
in
his
or
her
capacity as
an
officer
or
director,
including
with
respect
to
the
Merger
Agreement
and
the
Transactions.
ARTICLE
V
MISCELLANEOUS
5.1
No
Ownership
Interest
.
Nothing
contained
in
this
Agreement
shall
be
deemed
to
vest
in
the
Partnership
any
direct
or
indirect
ownership
or
incidence of
ownership
of
or
with
respect
to
the
Covered
Units
owned
by
any
Unitholder.
All
rights,
ownership,
and
economic
benefits
of
and
relating
to
the
Covered
Units shall
remain
vested
in,
and
belong
to,
each
Unitholder,
and
the
Partnership
shall
have
no
authority
to
manage,
direct,
restrict,
regulate,
govern,
or
administer
any
of the
policies
or
operations
of
any
Unitholder
or
exercise
any
power
or
authority
to
direct
any
Unitholder
in
the
voting
of
any
of
the
Covered
Units
owned
by
such Unitholder,
except
as
otherwise
provided
herein.
5.2
Publicity
.
Each
Unitholder
consents
to
and
authorizes
Parent
and
the
Partnership
to
include
and
disclose
in
any
registration
statement,
proxy statement,
or
information
statement
that
is
filed
with
the
Securities
and
Exchange
Commission
(the
"
SEC
")
in
connection
with
the
Merger,
and
in
such
other schedules,
certificates,
applications,
agreements,
or
documents,
to
be
filed
with
the
SEC
or
otherwise
publicly
disclosed,
as
Parent
and
the
Partnership
reasonably determine
to
be
necessary
or
appropriate
in
connection
with
the
consummation
of
the
Transactions,
this
Agreement,
each
Unitholder's
identity,
the
ownership
of the
Covered
Units,
and
the
nature
of
such
Unitholder's
commitments,
arrangements,
and
understandings
pursuant
to
this
Agreement.
5.3
Notices
.
Any
notice,
request,
instruction,
correspondence,
or
other
document
to
be
given
hereunder
by
any
Party
to
another
Party
shall
be
in
writing and
delivered
in
person
or
by
courier
service
requiring
acknowledgment
of
receipt
of
delivery
or
mailed
by
U.S.
registered
or
certified
mail,
postage
prepaid
and return
receipt
requested,
or
by
facsimile,
as
follows;
provided
,
that
copies
to
be
delivered
below
shall
not
be
required
for
effective
notice
and
shall
not
constitute notice:
If
to
GIP,
addressed
to:
GIP
III
Stetson
I,
L.P.
c/o
Global
Infrastructure
Management,
LLC
1345
Avenue
of
the
Americas
New
York,
New
York
10105
Attention:
Associate
General
Counsel
Telephone:
(212)
315-8159
Fax:
(877)
601-6879
C-6
with
copies
(which
shall
not
constitute
notice)
to:
Latham
&
Watkins
LLP
811
Main
Street,
Suite
3700
Houston,
Texas
77019
Attention:
William
N.
Finnegan
IV
Debbie
P.
Yee
Telephone:
(713)
546-5400
Fax:
(713)
546-5401
If
to
Parent,
Acacia
or
EMI,
addressed
to
such
Party:
c/o
EnLink
Midstream
Manager,
LLC
1722
Routh
Street,
Suite
1300
Dallas,
Texas
75201
Attention:
General
Counsel
Tel:
(214)
953-9500
Fax:
(214)
721-9299
with
copies
(which
shall
not
constitute
notice)
to:
Baker
Botts
L.L.P.
2001
Ross
Avenue,
Suite
900
Dallas,
Texas
75201
Attention:
Preston
Bernhisel
Joshua
Davidson
Tel:
(214)
953-6783
Fax:
(214)
661-4783
If
to
the
Partnership,
addressed
to:
c/o
EnLink
Midstream
GP,
LLC
EnLink
Midstream
Partners,
LP
1722
Routh
Street,
Suite
1300
Dallas,
Texas
75201
Attention:
General
Counsel
Tel:
(214)
953-9500
Fax:
(214)
721-9299
with
copies
(which
shall
not
constitute
notice)
to:
Gibson,
Dunn
&
Crutcher
LLP
2100
McKinney
Avenue,
Suite
1100
Dallas,
Texas
75201
Attention:
Doug
Rayburn
Tel:
(214)
698-3342
Fax:
(214)
571-2948
Potter
Anderson
&
Corroon
LLP
1313
North
Market
Street,
6th
Floor
Wilmington,
Delaware
19801
Attention:
Thomas
A.
Mullen
Tel:
(302)
984-6204
Fax:
(302)
658-1192
Notice
given
by
personal
delivery,
courier
service,
or
mail
shall
be
effective
upon
actual
receipt.
Notice
given
by
facsimile
shall
be
effective
upon
written confirmation
of
receipt
by
facsimile,
e-mail
or
C-7
otherwise.
Any
Party
may
change
any
address
to
which
Notice
is
to
be
given
to
it
by
giving
notice
as
provided
above
of
such
change
of
address.
5.4
Amendments
.
This
Agreement
may
be
amended,
modified,
or
supplemented
only
by
a
written
instrument
executed
and
delivered
by
all
Parties.
The consent
or
approval
of
the
Partnership
for
any
purpose
under
this
Agreement
shall
require
the
prior
approval
or
consent
of
the
Partnership
Conflicts
Committee.
5.5
Waiver
.
No
failure
or
delay
any
Party
in
exercising
any
right
hereunder
shall
operate
as
a
waiver
thereof,
nor
shall
any
single
or
partial
exercise thereof
preclude
any
other
or
further
exercise
thereof
or
the
exercise
of
any
other
right
hereunder.
No
waiver
of
any
provision
of
this
Agreement
shall
be
deemed
or shall
constitute
a
waiver
of
any
other
provision
hereof
(regardless
of
whether
similar),
nor
shall
any
such
waiver
constitute
a
continuing
waiver
unless
otherwise expressly
provided.
Any
agreement
on
the
part
of
a
Party
to
any
such
extension
or
waiver
shall
be
valid
only
if
set
forth
in
an
instrument
in
writing
signed
on behalf
of
such
Party,
provided
that,
in
the
case
of
the
Partnership,
such
extension
or
waiver
is
approved
by
the
Partnership
Conflicts
Committee.
5.6
Termination
.
This
Agreement
shall
terminate
and
shall
have
no
further
force
or
effect
as
of
the
Expiration
Time.
5.7
Expenses
.
Each
Party
shall
be
solely
responsible
for
all
expenses
incurred
by
it
in
connection
with
this
Agreement
and
the
transactions
contemplated hereby,
and
no
Party
shall
be
entitled
to
any
reimbursement
for
such
expenses
from
any
other
Party.
5.8
Entire
Agreement
.
This
Agreement
and
the
Exhibits
hereto
constitute
the
entire
agreement
of
the
Parties
and
supersede
all
prior
agreements
and undertakings,
both
written
and
oral,
among
the
Parties,
or
any
of
them,
with
respect
to
the
subject
matter
of
this
Agreement.
5.9
Assignment
.
Except
for
a
Transfer
permitted
under
Section
4.1
,
neither
this
Agreement
nor
any
of
the
rights,
interests,
or
obligations
hereunder
shall be
assigned
by
the
Parties,
in
whole
or
in
part
(whether
by
operation
of
Law
or
otherwise),
without
the
prior
written
consent
of
the
other
Parties,
and
any
attempted or
purported
assignment
without
such
consent
shall
be
null
and
void.
Subject
to
the
preceding
sentence,
this
Agreement
shall
be
binding
upon,
inure
to
the
benefit of,
and
be
enforceable
by
the
Parties
and
their
respective
successors
and
assigns.
5.10
Third
Party
Beneficiaries
.
This
Agreement
shall
be
binding
upon
and
inure
solely
to
the
benefit
of
each
Party
and
its
permitted
successors
and assigns,
and
nothing
in
this
Agreement,
express
or
implied,
is
intended
to
or
shall
confer
upon
any
other
Person
any
right,
benefit,
or
remedy
of
any
nature whatsoever
under
or
by
reason
of
this
Agreement.
5.11
Governing
Law
and
Venue;
Consent
to
Jurisdiction.
(a)
This
Agreement,
and
Proceedings
of
any
kind
(whether
at
law,
in
equity,
in
contract,
in
tort,
or
otherwise)
that
may
be
based
upon,
arise
out
of,
or relate
to
this
Agreement,
or
the
negotiation,
execution,
or
performance
of
this
Agreement
(including
any
action,
cause
of
action,
or
claim
of
any
kind
based upon,
arising
out
of,
or
related
to
any
representation
or
warranty
made
in,
in
connection
with,
or
as
an
inducement
to
this
Agreement)
shall
be
governed
by and
construed
in
accordance
with
the
Laws
of
the
State
of
Delaware,
including
Laws
of
the
State
of
Delaware
relating
to
applicable
statutes
of
limitation, burdens
of
proof,
and
available
remedies.
(b)
Each
of
the
Parties
irrevocably
submits
to
the
exclusive
jurisdiction
of
the
Court
of
Chancery
of
the
State
of
Delaware,
or
in
the
event,
but
only
in the
event,
that
such
court
does
not
have
jurisdiction
over
such
Proceeding,
to
the
exclusive
jurisdiction
of
the
United
States
District
Court
for
the
District
of Delaware
(or,
in
the
event
that
such
court
does
not
have
jurisdiction
over
such
Proceeding,
to
the
exclusive
jurisdiction
of
the
Superior
Court
of
the
State
of Delaware)
(collectively,
the
"
Courts
"),
for
the
purposes
of
any
Proceeding
arising
out
of
or
relating
to
this
C-8
Agreement
or
the
Transactions
(and
agrees
not
to
commence
any
Proceeding
relating
hereto
except
in
such
Courts
as
provided
herein).
Each
of
the
Parties further
agrees
that
service
of
any
process,
summons,
notice,
or
document
hand
delivered
or
sent
in
accordance
with
Section
5.3
to
such
Party's
address
set forth
in
Section
5.3
will
be
effective
service
of
process
for
any
Proceeding
in
Delaware
with
respect
to
any
matters
to
which
it
has
submitted
to
jurisdiction as
set
forth
in
the
immediately
preceding
sentence.
Each
of
the
Parties
irrevocably
and
unconditionally
waives
any
objection
to
the
laying
of
venue
of
any Proceeding
arising
out
of
or
relating
to
this
Agreement
or
the
transactions
contemplated
hereby
in
the
Courts,
and
hereby
further
irrevocably
and unconditionally
waives
and
agrees
not
to
plead
or
claim
in
any
such
court
that
any
such
Proceeding
brought
in
any
such
court
has
been
brought
in
an inconvenient
forum.
Anything
to
the
contrary
in
this
Section
5.10(b)
notwithstanding,
each
Party
agrees
that
a
final
judgment
in
any
Proceeding
properly brought
in
accordance
with
the
terms
of
this
Agreement
shall
be
conclusive
and
may
be
enforced
by
suit
on
the
judgment
in
any
jurisdiction
or
in
any
other manner
provided
at
law
or
in
equity.
(c)
Each
Party
agrees
that
this
Agreement
involves
at
least
$100,000
and
that
this
Agreement
has
been
entered
into
in
express
reliance
upon
6
Del.
C. §
2708.
(d)
WITH
RESPECT
TO
ANY
PROCEEDING
IN
WHICH
ANY
CLAIM
OR
COUNTERCLAIM
(WHETHER
AT
LAW,
IN
EQUITY,
IN CONTRACT,
IN
TORT,
OR
OTHERWISE)
ASSERTED
BASED
UPON,
ARISING
FROM,
OR
RELATED
TO
THIS
AGREEMENT,
OR
THE COURSE
OF
DEALING
OR
RELATIONSHIP
AMONG
THE
PARTIES
TO
THIS
AGREEMENT,
INCLUDING
THE
NEGOTIATION,
EXECUTION, AND
PERFORMANCE
OF
THIS
AGREEMENT,
NO
PARTY
TO
THIS
AGREEMENT
OR
ANY
ASSIGNEE,
SUCCESSOR,
OR
REPRESENTATIVE OF
ANY
PARTY
SHALL
REQUEST
A
JURY
TRIAL
IN
ANY
SUCH
PROCEEDING
NOR
SEEK
TO
CONSOLIDATE
ANY
SUCH
PROCEEDING WITH
ANY
OTHER
ACTION
IN
WHICH
A
JURY
TRIAL
CANNOT
BE
OR
HAS
NOT
BEEN
WAIVED.
EACH
PARTY
CERTIFIES
AND ACKNOWLEDGES
THAT
(I)
NO
REPRESENTATIVE
OF
ANY
OTHER
PARTY
HAS
REPRESENTED,
EXPRESSLY
OR
OTHERWISE,
THAT SUCH
PARTY
WOULD
NOT
SEEK
TO
ENFORCE
THE
FOREGOING
WAIVER
IN
THE
EVENT
OF
A
PROCEEDING,
(II)
SUCH
PARTY
HAS CONSIDERED
THE
IMPLICATIONS
OF
THIS
WAIVER,
(III)
SUCH
PARTY
MAKES
THIS
WAIVER
VOLUNTARILY,
AND
(IV)
SUCH
PARTY HAS
BEEN
INDUCED
TO
ENTER
INTO
THIS
AGREEMENT
BY,
AMONG
OTHER
THINGS,
THE
MUTUAL
WAIVERS
AND
CERTIFICATIONS IN
THIS
SECTION
5.10
.
5.12
Facsimiles;
Counterparts
.
This
Agreement
may
be
executed
in
any
number
of
counterparts,
each
of
which
shall
be
deemed
an
original,
but
all
of which
together
shall
constitute
one
and
the
same
instrument.
Signatures
to
this
Agreement
transmitted
by
facsimile
transmission,
by
electronic
mail
in
"portable document
format"
(".pdf")
form,
or
by
any
other
electronic
means
intended
to
preserve
the
original
graphic
and
pictorial
appearance
of
a
document,
will
have
the same
effect
as
physical
delivery
of
the
paper
document
bearing
the
original
signature.
5.13
Severability
.
Whenever
possible,
each
provision
of
this
Agreement
shall
be
interpreted
in
such
manner
as
to
be
effective
and
valid
under
applicable Laws,
but
if
any
provision
or
portion
of
this
Agreement
is
held
to
be
invalid,
illegal,
or
unenforceable
in
any
respect
under
any
applicable
Laws
in
any
jurisdiction by
any
applicable
Governmental
Authority,
(a)
such
invalidity,
illegality,
or
unenforceability
shall
not
affect
the
validity,
legality,
or
enforceability
of
any
other provision
of
this
Agreement
in
such
jurisdiction
or
affect
the
validity,
legality,
or
enforceability
of
any
provision
in
any
other
jurisdiction,
(b)
such
provision
shall be
invalid,
illegal,
or
unenforceable
only
to
the
extent
strictly
required
by
such
Governmental
Authority,
(c)
to
the
extent
any
such
provision
is
deemed
to
be invalid,
illegal,
or
unenforceable,
each
Party
agrees
that
it
shall
use
its
commercially
reasonable
efforts
to
cause
such
Governmental
Authority
to
modify
such provision
so
that
such
provision
shall
be
valid,
legal,
and
C-9
enforceable
as
originally
intended
to
the
greatest
extent
possible,
and
(d)
to
the
extent
that
the
Governmental
Authority
does
not
modify
such
provision,
each
of
the Parties
agree
that
they
shall
endeavor
in
good
faith
to
exercise
or
modify
such
provision
so
that
such
provision
shall
be
valid,
legal,
and
enforceable
as
originally intended
to
the
greatest
extent
possible.
5.14
Specific
Performance
.
The
Parties
agree
that
irreparable
damage
would
occur
and
that
the
Parties
would
not
have
any
adequate
remedy
at
law
in the
event
that
any
of
the
provisions
of
this
Agreement
were
not
performed
in
accordance
with
their
specific
terms
or
were
otherwise
breached
and
it
is
accordingly agreed
that
the
Parties
shall
be
entitled
to
an
injunction
or
injunctions
to
prevent
breaches
of
this
Agreement
and
to
enforce
specifically
the
terms
and
provisions
of this
Agreement,
in
each
case,
in
accordance
with
Section
5.10
,
this
being
in
addition
to
any
other
remedy
to
which
they
are
entitled
at
law
or
in
equity.
Each
of
the Parties
agrees
that
it
will
not
oppose
the
granting
of
an
injunction,
specific
performance,
and
other
equitable
relief
as
provided
herein
on
the
basis
that
(i)
either Party
has
an
adequate
remedy
at
law
or
(ii)
an
award
of
specific
performance
is
not
an
appropriate
remedy
for
any
reason
at
law
or
equity
(it
being
understood
that nothing
in
this
sentence
shall
prohibit
the
Parties
from
raising
other
defenses
to
a
claim
for
specific
performance
or
other
equitable
relief
under
this
Agreement). Each
Party
further
agrees
that
no
Party
shall
be
required
to
obtain,
furnish,
or
post
any
bond
or
similar
instrument
in
connection
with,
or
as
a
condition
to,
obtaining any
remedy
referred
to
in
this
Section
5.13
,
and
each
Party
irrevocably
waives
any
right
it
may
have
to
require
the
obtaining,
furnishing
or
posting
of
any
such bond
or
similar
instrument.
5.15
Damages
.
Anything
to
the
contrary
in
this
Agreement
notwithstanding,
in
no
event
shall
a
Party
be
liable
hereunder
for
(a)
any
remote,
exemplary, or
punitive
damages
or
(b)
any
special,
consequential,
incidental,
or
indirect
damages
or
lost
profits,
except
in
the
case
of
clause
(b),
to
the
extent
any
such damages
or
lost
profits
would
otherwise
be
recoverable
under
applicable
Law
in
an
action
for
breach
of
contract.
[
Signature
page
follows
.]
C-10
IN
WITNESS
WHEREOF,
the
undersigned
have
caused
this
Agreement
to
be
executed
as
of
the
date
first
written
above.
ENLINK
MIDSTREAM
PARTNERS,
LP
By:
EnLink
Midstream
GP,
LLC,
its
General
Partner
By:
/s/
MICHAEL
J.
GARBERDING
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
ENLINK
MIDSTREAM,
LLC
By:
EnLink
Midstream
Manager,
LLC,
its
Managing
Member
By:
/s/
MICHAEL
J.
GARBERDING
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
[Signature
Page
to
Support
Agreement]
ACACIA
NATURAL
GAS
CORP
I,
INC.
By:
/s/
MICHAEL
J.
GARBERDING
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
ENLINK
MIDSTREAM,
INC.
By:
/s/
MICHAEL
J.
GARBERDING
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
[Signature
Page
to
Support
Agreement]
GIP
III
STETSON
I,
L.P.
By:
GIP
III
Stetson
GP,
LLC
its
general
partner
By:
/s/
WILLIAM
BRILLIANT
Name:
William
Brilliant
Title:
Manager
[Signature
Page
to
Support
Agreement]
Exhibit
A
Common
Units
Held
by
the
Unitholders
GIP
III
Stetson
I,
L.P.:
94,660,600
Common
Units
Acacia
Natural
Gas
Corp
I,
Inc.:
68,248,199
Common
Units
EnLink
Midstream,
Inc.:
20,280,252
Common
Units
Annex
D
Execution
Version
SUPPORT
AGREEMENT
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
."
R
E
C
I
T
A
L
S
WHEREAS,
concurrently
with
the
execution
of
this
Agreement,
EnLink
Midstream,
LLC,
a
Delaware
limited
liability
company
(the
"
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
"),
the
Partnership,
and
EnLink
Midstream
GP,
LLC,
a Delaware
limited
liability
company
and
the
general
partner
of
the
Partnership
(the
"
General
Partner
"),
are
entering
into
an
Agreement
and
Plan
of
Merger
(the
" Merger
Agreement
"),
providing
for,
among
other
things,
the
merger
of
Merger
Sub
with
and
into
the
Partnership,
with
the
Partnership
as
the
sole
surviving
entity (the
"
Merger
");
WHEREAS,
as
of
the
date
hereof,
the
Unitholder
is
the
owner
of
record
of
the
number
of
Series
B
Cumulative
Convertible
Preferred
Units
of
the
Partnership (the
"
Series
B
Preferred
Units
"),
as
set
forth
next
to
the
Unitholder's
name
on
Exhibit
A
attached
hereto
(the
"
Existing
Series
B
Preferred
Units
");
WHEREAS,
pursuant
to
the
Ninth
Amended
and
Restated
Agreement
of
Limited
Partnership
of
the
Partnership,
dated
as
of
September
21,
2017,
as
amended (the
"
Partnership
Agreement
"),
the
Series
B
Preferred
Units
have
voting
rights
that
are
identical
to
the
voting
rights
of
the
common
units
representing
limited partner
interests
in
the
Partnership
("
Common
Units
")
and
vote
with
the
Common
Units
as
a
single
class,
such
that
each
Series
B
Preferred
Unit
is
entitled
to
one vote
for
each
Common
Unit
into
which
such
Series
B
Preferred
Unit
is
then
convertible
on
each
matter
with
respect
to
which
each
Common
Unit
is
entitled
to
vote; and
WHEREAS,
as
an
inducement
to
the
willingness
of
the
parties
to
the
Merger
Agreement
to
enter
into
the
Merger
Agreement
and
to
proceed
with
the transactions
contemplated
by
the
Merger
Agreement,
including
the
Merger
(the
"
Transactions
"),
the
Parties
are
entering
into
this
Agreement.
NOW,
THEREFORE,
in
consideration
of
the
foregoing,
the
representations,
warranties,
covenants,
and
agreements
contained
in
this
Agreement
and
of
other good
and
valuable
consideration,
the
receipt
and
sufficiency
of
which
are
hereby
acknowledged,
the
Parties,
intending
to
be
legally
bound,
do
hereby
agree
as follows:
ARTICLE
I
DEFINITIONS
1.1
Definitions
.
For
all
purposes
of
and
under
this
Agreement,
the
following
terms
shall
have
the
following
respective
meanings:
(a)
"
Acquisition
Proposal
"
shall
have
the
meaning
given
to
such
term
in
the
Merger
Agreement.
(b)
"
Business
Day
"
means
any
day
on
which
commercial
banks
are
generally
open
for
business
in
Dallas,
Texas
or
New
York,
New
York,
other
than a
Saturday,
a
Sunday
or
a
day
observed
as
a
holiday
in
Dallas,
Texas
or
New
York,
New
York
under
the
Laws
of
the
State
of
Texas,
the
Laws
of
the
State
of
New
York,
or
the
federal Laws
of
the
United
States
of
America,
as
applicable.
(c)
"
Covered
Units
"
means,
with
respect
to
the
Unitholder
at
any
time:
(i)
the
Existing
Series
B
Preferred
Units
of
such
Unitholder,
and
(ii)
all additional
Series
B
Preferred
Units
and
all
Common
Units
(including
Common
Units
issued
upon
conversion
of
any
Series
B
Preferred
Units),
in
each
case, of
which
such
Unitholder
acquires
sole
or
majority
voting
power
during
the
period
from
the
date
hereof
through
the
Expiration
Time.
(d)
"
Expiration
Time
"
means
the
earliest
to
occur
of:
(i)
such
date
and
time
as
the
Merger
Agreement
shall
have
been
terminated
for
any
reason
in accordance
with
its
terms;
(ii)
the
Merger
Effective
Time;
(iii)
the
mutual
written
agreement
of
the
Parties
to
terminate
this
Agreement,
provided
that,
in
the case
of
the
Partnership,
such
written
agreement
is
approved
by
the
Partnership
Conflicts
Committee;
(iv)
June
30,
2019;
and
(v)
upon
a
Recommendation Change
(as
defined
in
the
Merger
Agreement)
by
the
Partnership
Conflicts
Committee
(as
defined
in
the
Merger
Agreement).
(e)
"
Governmental
Authority
"
means
any
federal,
state,
tribal,
provincial,
municipal,
foreign,
or
other
government,
governmental
court,
department, commission,
board,
bureau,
regulatory,
or
administrative
agency
or
instrumentality.
(f)
"
Laws
"
means
all
statutes,
regulations,
codes,
tariffs,
ordinances,
decisions,
administrative
interpretations,
writs,
injunctions,
stipulations, statutory
rules,
orders,
judgments,
decrees,
and
terms
and
conditions
of
any
grant
of
approval,
permission,
authority,
permit,
or
license
of
any
court, Governmental
Authority,
statutory
body,
or
self-regulatory
authority
(including
the
New
York
Stock
Exchange).
(g)
"
Merger
Effective
Time
"
means
the
effective
time
of
the
consummation
of
the
Merger
under
the
Delaware
Limited
Liability
Company
Act,
as amended,
and
the
Delaware
Revised
Uniform
Limited
Partnership
Act,
as
amended.
(h)
"
Partnership
Conflicts
Committee
"
means
the
Conflicts
Committee
of
the
Board
of
Directors
of
the
General
Partner.
(i)
"
Partnership
Unitholder
Meeting
"
means
the
meeting
of
the
holders
of
Partnership
Voting
Units
to
consider
and
vote
upon
the
approval
of
the Merger
Agreement
(including
any
adjournment
or
postponement
thereof).
(j)
"
Partnership
Voting
Units
"
means,
collectively,
the
Common
Units
and
the
Series
B
Preferred
Units.
(k)
"
Person
"
means
an
individual
or
entity,
including
any
partnership,
corporation,
association,
trust,
limited
liability
company,
joint
venture, unincorporated
organization,
or
other
entity
or
Governmental
Authority.
(l)
"
Proceeding
"
means
any
claim,
action,
suit,
proceeding,
arbitration,
mediation,
investigation,
or
inquiry
by
or
before
any
Governmental Authority
or
otherwise.
(m)
"
Proxy
Designee
"
means
a
Person
designated
by
the
Partnership
Conflicts
Committee
by
written
notice
to
each
of
the
Parties
hereto,
which notice
may
simultaneously
revoke
the
designation
of
any
Person
as
a
Proxy
Designee.
(n)
"
Representatives
"
means,
with
respect
to
any
Person,
such
Person's
directors,
officers,
employees,
counsel,
accountants,
investment
bankers, financial
advisors,
and
other
representatives.
(o)
"
Superior
Proposal
"
shall
have
the
meaning
given
to
such
term
in
the
Merger
Agreement.
D-2
(p)
"
Transfer
"
means,
with
respect
to
the
Unitholder,
directly
or
indirectly:
(i)
to
sell
(including
short
sales),
pledge,
encumber,
assign,
grant
an option
with
respect
to,
transfer,
or
dispose
of
Covered
Units
or
any
interest
in
Covered
Units
by
any
means,
including
by
merger
(including
by
conversion into
securities
or
other
consideration),
by
tendering
into
any
tender
or
exchange
offer,
by
testamentary
disposition,
by
operation
of
law,
or
otherwise
or
to undertake
any
other
action
that
results
in
(or
could
result
in)
a
Person
other
than
such
Unitholder
owning
any
of
the
Covered
Units,
either
voluntarily
or involuntarily;
(ii)
to
grant
any
proxy
or
power
of
attorney
with
respect
to
Covered
Units
other
than
pursuant
to
this
Agreement;
or
(iii)
to
enter
into
an agreement
or
commitment,
whether
or
not
in
writing,
providing
for
the
sale
of,
pledge
of,
encumbrance
of,
assignment
of,
grant
of
an
option
with
respect to,
transfer
of,
or
disposition
of
Covered
Units
or
any
interest
in
Covered
Units
by
any
means,
including
by
merger
(including
by
conversion
into
securities or
other
consideration),
by
tendering
into
any
tender
or
exchange
offer,
by
testamentary
disposition,
by
operation
of
law,
or
otherwise.
For
the
avoidance
of doubt,
the
term
"Transfer"
shall
not
include
any
existing
pledges
or
security
interests
issued
by
such
Unitholder
in
connection
with
a
bona
fide
loan, indenture,
or
other
contract
for
indebtedness.
1.2
Other
Definitional
and
Interpretative
Provisions.
(a)
The
division
of
this
Agreement
into
articles,
sections,
and
other
portions
and
the
insertion
of
headings
are
for
convenience
of
reference
only
and shall
not
affect
the
construction
or
interpretation
hereof.
Unless
otherwise
indicated,
all
references
to
an
"Article"
or
"Section"
followed
by
a
number
or
a letter
refer
to
the
specified
Article
or
Section
of
this
Agreement.
The
terms
"this
Agreement,"
"hereof,"
"herein,"
and
"hereunder"
and
similar
expressions refer
to
this
Agreement
and
not
to
any
particular
Article,
Section,
or
other
portion
hereof.
Unless
otherwise
specifically
indicated
or
the
context
otherwise requires,
(i)
all
references
to
"dollars"
or
"$"
mean
United
States
dollars,
(ii)
words
importing
the
singular
shall
include
the
plural
and
vice
versa
and
words importing
any
gender
shall
include
all
genders,
and
(iii)
"include,"
"includes,"
and
"including"
shall
be
deemed
to
be
followed
by
the
words
"without limitation."
(b)
In
the
event
that
any
date
on
which
any
action
is
required
to
be
taken
hereunder
by
any
of
the
Parties
that
can
only
be
taken
on
a
Business
Day, but
such
date
does
not
fall
on
a
Business
Day,
such
action
shall
be
required
to
be
taken
on
the
next
succeeding
day
that
is
a
Business
Day.
Reference
to
any Party
is
also
a
reference
to
such
Party's
permitted
successors
and
assigns.
Any
agreement
or
commitment
defined
or
referred
to
herein
(or
in
any
agreement or
commitment
that
is
referred
to
herein
or
any
attachments
thereto
or
instruments
incorporated
therein)
means
such
agreement
or
instrument
as
of
the
date hereof
and
not
as
same
may
be
amended,
modified,
or
supplemented
after
the
date
hereof,
including
by
waiver
or
consent.
The
Exhibits
attached
to
this Agreement
are
hereby
incorporated
by
reference
into
this
Agreement
and
form
part
hereof.
Unless
otherwise
indicated,
all
references
to
an
"Exhibit" followed
by
a
number
or
a
letter
refer
to
the
specified
Exhibit
to
this
Agreement.
The
Parties
have
participated
jointly
in
the
negotiation
and
drafting
of
this Agreement.
In
the
event
an
ambiguity
or
question
of
intent
or
interpretation
arises,
it
is
the
intention
of
the
Parties
that
this
Agreement
shall
be
construed
as if
drafted
jointly
by
the
Parties
and
no
presumption
or
burden
of
proof
shall
arise
favoring
or
disfavoring
any
Person
by
virtue
of
the
authorship
of
any
of the
provisions
of
this
Agreement.
In
this
Agreement,
specific
provisions
shall
prevail
over
general
provisions.
Further,
prior
drafts
of
this
Agreement,
or
the fact
that
any
clauses
have
been
added,
deleted,
or
otherwise
modified
from
any
prior
drafts
of
this
Agreement,
shall
not
be
used
as
an
aid
of
construction
or otherwise
constitute
evidence
of
the
intent
of
the
parties;
and
no
presumption
or
burden
of
proof
shall
arise
favoring
or
disfavoring
any
Party
by
virtue
of such
prior
drafts.
D-3
ARTICLE
II
SUPPORT
AGREEMENT
2.1
Agreement
to
Vote
Covered
Units
.
(a)
Prior
to
the
Expiration
Time,
at
the
Partnership
Unitholder
Meeting
and
every
other
meeting
of
the
unitholders
of
the
Partnership
that
is
called
and at
which
action
is
to
be
taken
with
respect
to
approval
of
the
Merger
Agreement,
and
at
every
adjournment
or
postponement
thereof,
and
on
every
action
or approval
by
written
consent
of
unitholders
of
the
Partnership
with
respect
to
approval
of
the
Merger
Agreement,
the
Unitholder
(solely
in
the
Unitholder's capacity
as
such,
and
not
in
any
other
capacity
such
as
an
officer
or
director)
shall,
or
shall
cause
the
holder
of
record
of
the
applicable
Covered
Units
on any
applicable
record
date
to,
(i)
appear
at
each
such
meeting
and
cause
the
Unitholder's
Covered
Units
to
be
counted
as
present
thereat
for
purposes
of calculating
a
quorum;
and
(ii)
(A)
in
the
case
of
a
meeting,
vote
(or
cause
to
be
voted),
in
person
or
by
proxy,
all
of
the
Unitholder's
Covered
Units,
or (B)
in
the
case
of
a
proposed
action
by
consent
in
lieu
of
a
meeting,
duly
deliver
(or
cause
to
be
duly
delivered)
promptly
(and
in
any
event
within
48
hours after
the
receipt
of
the
proposed
action
by
consent)
a
consent
in
respect
of
all
of
the
Unitholder's
Covered
Units,
in
each
case,
in
favor
of
(x)
the
adoption
of the
Merger
Agreement
and
(y)
any
related
matter
that
must
be
approved
by
unitholders
of
the
Partnership
in
order
for
the
Transactions
to
be
consummated in
accordance
with
the
terms
of
the
Merger
Agreement.
(b)
From
and
after
the
date
hereof
until
the
Expiration
Time,
the
Unitholder
agrees
not
to
vote
any
Covered
Units
in
favor
of,
or
consent
to,
and
will vote
against
and
not
consent
to,
the
approval
of
any
(i)
Acquisition
Proposal,
Superior
Proposal,
or
any
transaction
in
respect
thereof,
or
(ii)
any
other action,
agreement,
transaction,
or
proposal
that
is
intended,
would
reasonably
be
expected,
or
the
result
of
which
would
reasonably
be
expected,
to
impede, interfere
with,
delay,
postpone,
discourage,
frustrate
the
purposes
of,
or
adversely
affect
any
of
the
Transactions;
2.2
Voting
Rights
.
From
and
after
the
date
hereof
until
the
Expiration
Time,
except
with
respect
to
Transfers
permitted
by
Section
4.1
,
the
Unitholder will
continue
to
hold,
and
shall
have
the
right
to
exercise,
all
voting
rights
related
to
the
Covered
Units.
2.3
Grant
of
Irrevocable
Proxy
.
FROM
AND
AFTER
THE
DATE
HEREOF
UNTIL
THE
EXPIRATION
TIME,
THE
UNITHOLDER IRREVOCABLY
AND
UNCONDITIONALLY
APPOINTS
MICHAEL
J.
GARBERDING
AND
ANY
OTHER
PROXY
DESIGNEE
(AS
DEFINED
ABOVE), EACH
OF
THEM
INDIVIDUALLY,
AS
SUCH
UNITHOLDER'S
PROXY
AND
ATTORNEY-IN-FACT,
WITH
FULL
POWER
OF
SUBSTITUTION
AND RESUBSTITUTION,
TO
VOTE
AT
ANY
MEETING
OF
THE
UNITHOLDERS
OF
THE
PARTNERSHIP
AT
WHICH
ANY
OF
THE
MATTERS DESCRIBED
IN
SECTION
2.1
ARE
TO
BE
CONSIDERED
OR
EXECUTE
WRITTEN
CONSENTS
WITH
RESPECT
TO
ANY
SUCH
MATTERS,
WITH RESPECT
TO
THE
UNITHOLDER'S
COVERED
UNITS
AS
OF
THE
APPLICABLE
RECORD
DATE,
IN
EACH
CASE
SOLELY
TO
THE
EXTENT
AND
IN THE
MANNER
SPECIFIED
IN
SECTION
2.1
.
THIS
PROXY
IS
IRREVOCABLE
(UNTIL
THE
EXPIRATION
TIME
AND
EXCEPT
AS
TO
ANY
PROXY DESIGNEE
WHOSE
DESIGNATION
AS
A
PROXY
DESIGNEE
IS
REVOKED
BY
THE
PARTNERSHIP
CONFLICTS
COMMITTEE)
AND
COUPLED WITH
AN
INTEREST,
AND
THE
UNITHOLDER
WILL
TAKE
SUCH
FURTHER
ACTION
OR
EXECUTE
SUCH
FURTHER
INSTRUMENTS
AS
MAY
BE NECESSARY
TO
EFFECTUATE
THE
INTENT
OF
THIS
PROXY
AND
HEREBY
REVOKES
ANY
OTHER
PROXY
PREVIOUSLY
GRANTED
BY
SUCH UNITHOLDER
WITH
RESPECT
TO
ITS
COVERED
UNITS
(AND
THE
UNITHOLDER
HEREBY
REPRESENTS
TO
THE
PARTNERSHIP
THAT
ANY SUCH
OTHER
PROXY
IS
REVOCABLE).
D-4
ARTICLE
III
REPRESENTATIONS
AND
WARRANTIES
OF
THE
UNITHOLDERS
The
Unitholder
represents
and
warrants
to
the
Partnership,
severally
and
not
jointly,
that
as
of
the
date
hereof:
3.1
Organization
.
The
Unitholder
is
an
entity
duly
organized,
validly
existing,
and
in
good
standing
under
the
applicable
Laws
of
the
State
of
Delaware.
3.2
Authorization
.
The
Unitholder
has
all
requisite
power
and
authority
to
execute
and
deliver
this
Agreement,
to
perform
the
Unitholder's
obligations hereunder,
and
to
consummate
the
transactions
contemplated
hereby.
3.3
Due
Execution
and
Delivery
.
This
Agreement
has
been
duly
and
validly
executed
and
delivered
by
the
Unitholder
and,
assuming
due
authorization, execution,
and
delivery
hereof
by
the
other
Parties
hereto,
constitutes
a
legal,
valid,
and
binding
agreement
of
the
Unitholder,
enforceable
against
the
Unitholder
in accordance
with
its
terms,
except
as
such
enforcement
may
be
limited
by
applicable
bankruptcy,
insolvency,
reorganization,
moratorium,
fraudulent
conveyance, or
other
similar
laws
affecting
the
enforcement
of
creditors'
rights
and
remedies
generally
and
by
general
principles
of
equity
(whether
applied
in
a
Proceeding
at law
or
in
equity).
3.4
No
Conflict
or
Default
.
No
notice
to
or
consent,
approval,
license,
permit,
order,
or
authorization
of
any
Governmental
Authority
or
other
Person
is required
to
be
obtained
or
made
by
the
Unitholder
in
connection
with
the
execution,
delivery,
and
performance
of
this
Agreement.
None
of
the
execution,
delivery, or
performance
of
this
Agreement
by
the
Unitholder,
the
consummation
by
the
Unitholder
of
the
transactions
contemplated
hereby
or
compliance
by
the
Unitholder with
any
of
the
provisions
hereof
will
(with
or
without
notice
or
lapse
of
time
or
both)
(a)
result
in
a
violation
or
breach
of,
or
constitute
a
default
(or
give
rise
to any
third
party
right
of
termination,
cancellation,
modification,
acceleration,
or
entitlement)
under,
any
of
the
terms,
conditions,
or
provisions
of
any
contract, including
any
voting
agreement,
proxy
arrangement,
pledge
agreement,
unitholders
agreement,
or
voting
trust,
to
which
the
Unitholder
is
a
party
or
by
which
the Unitholder
or
any
of
the
Unitholder's
properties
or
assets
(including
the
Covered
Units)
may
be
bound;
(b)
result
in
the
creation
of
a
Lien
on
the
Unitholder's
assets or
property
(including
the
Covered
Units),
except
as
created
pursuant
to
this
Agreement;
or
(c)
constitute
a
violation
by
the
Unitholder
of
any
applicable
Law,
in each
case,
except
for
such
violations,
breaches,
or
defaults
that
would
not,
individually
or
in
the
aggregate,
reasonably
be
expected
to
prevent
or
delay
(i)
the consummation
of
the
Merger,
the
other
Transactions,
and
the
transactions
contemplated
by
this
Agreement
and
(ii)
the
Unitholder
from
performing
its
obligations under
this
Agreement.
3.5
Ownership
of
Existing
Series
B
Preferred
Units.
Except
with
respect
to
Transfers
permitted
by
Section
4.1
,
the
Unitholder
is
the
record
owner
of the
Existing
Series
B
Preferred
Units
as
provided
with
respect
to
the
Unitholder
on
Exhibit
A
attached
hereto.
None
of
the
Existing
Series
B
Preferred
Units
of
the Unitholder
are
subject
to
any
voting
trust
or
other
agreement
or
arrangement
with
respect
to
the
voting
of
such
Existing
Series
B
Preferred
Units,
other
than pursuant
to
this
Agreement.
3.6
No
Litigation
.
There
is
no
Proceeding
pending
or,
to
the
knowledge
of
the
Unitholder,
threatened
against
or
affecting
the
Unitholder,
or
the Unitholder's
assets
or
property,
at
law
or
in
equity
before
or
by
any
Governmental
Authority
or
any
other
Person
that
would
reasonably
be
expected
to
impair
the ability
of
the
Unitholder
to
perform
its
obligations
hereunder
or
consummate
the
transactions
contemplated
hereby.
The
Unitholder
is
not
subject
to
any outstanding
order,
writ,
injunction,
judgment,
decree,
or
arbitration
ruling,
settlement,
award,
or
other
finding
that
would
reasonably
be
expected
to
impair
the ability
of
the
Unitholder
to
perform
its
obligations
hereunder
or
consummate
the
transactions
contemplated
hereby.
D-5
ARTICLE
IV
COVENANTS
4.1
Transfer
Restrictions
and
Certain
Other
Actions
.
The
Unitholder
agrees
not
to,
from
and
after
the
date
hereof
until
the
Expiration
Time,
cause
or permit
any
Transfer
of
any
Covered
Units
unless
as
a
precondition
to
such
Transfer,
the
Person
becoming
the
owner
the
Covered
Units
in
any
such
Transfer
agrees in
a
writing,
reasonably
satisfactory
in
form
and
substance
to
the
Partnership,
to
be
bound
by
all
of
the
terms
of
this
Agreement.
The
Unitholder
agrees
not
to deposit
(or
permit
the
deposit
of)
any
Covered
Units
in
a
voting
trust
or
grant
any
proxy
or
enter
into
any
voting
agreement
or
similar
agreement
in
contravention of
the
obligations
of
the
Unitholder
under
this
Agreement
with
respect
to
any
Covered
Units.
4.2
Further
Assurances
.
The
Partnership,
the
Unitholder,
and
each
of
the
Enfield
Affiliate
Parties
will
each
execute
and
deliver,
or
cause
to
be
executed and
delivered,
all
further
documents
and
instruments
and
use
their
reasonable
best
efforts
to
take,
or
cause
to
be
taken,
all
actions
and
to
do,
or
cause
to
be
done,
all things
necessary,
proper
or
advisable
under
applicable
Law,
to
consummate
and
make
effective
the
transactions
contemplated
by
this
Agreement.
4.3
No
Inconsistent
Agreements
.
Except
as
contemplated
by
this
Agreement,
the
Unitholder
shall
not
(i)
enter
into
at
any
time
prior
to
the
Expiration Time,
any
voting
agreement
or
voting
trust
with
respect
to
any
Covered
Units
or
(ii)
grant
at
any
time
prior
to
the
Expiration
Time,
a
proxy
or
power
of
attorney with
respect
to
any
Covered
Units,
in
either
case,
which
is
inconsistent
with
the
Unitholder's
obligations
pursuant
to
this
Agreement.
4.4
Capacity
.
The
Unitholder
has
entered
into
this
Agreement
solely
in
its
capacity
as
a
record
owner
of
Covered
Units.
None
of
the
provisions
of
this Agreement
shall
be
construed
to
prohibit,
limit,
or
restrict
any
Representative
of
the
Unitholder
who
is
an
officer
or
director
of
the
General
Partner
from
exercising his
or
her
duties
to
the
General
Partner
by
taking
any
action
whatsoever
in
his
or
her
capacity
as
an
officer
or
director,
including
with
respect
to
the
Merger Agreement
and
the
Transactions.
ARTICLE
V
MISCELLANEOUS
5.1
No
Ownership
Interest
.
Nothing
contained
in
this
Agreement
shall
be
deemed
to
vest
in
the
Partnership
any
direct
or
indirect
ownership
or
incidence of
ownership
of
or
with
respect
to
the
Covered
Units
owned
by
the
Unitholder.
All
rights,
ownership,
and
economic
benefits
of
and
relating
to
the
Covered
Units shall
remain
vested
in,
and
belong
to,
the
Unitholder,
and
the
Partnership
shall
have
no
authority
to
manage,
direct,
restrict,
regulate,
govern,
or
administer
any
of the
policies
or
operations
of
the
Unitholder
or
exercise
any
power
or
authority
to
direct
the
Unitholder
in
the
voting
of
any
of
the
Covered
Units
owned
by
the Unitholder,
except
as
otherwise
provided
herein.
5.2
Publicity
.
The
Unitholder
consents
to
and
authorizes
Parent
and
the
Partnership
to
include
and
disclose
in
any
registration
statement,
proxy statement,
or
information
statement
that
is
filed
with
the
Securities
and
Exchange
Commission
(the
"
SEC
")
in
connection
with
the
Merger,
and
in
such
other schedules,
certificates,
applications,
agreements,
or
documents,
to
be
filed
with
the
SEC
or
otherwise
publicly
disclosed,
as
Parent
and
the
Partnership
reasonably determine
to
be
necessary
or
appropriate
in
connection
with
the
consummation
of
the
Transactions,
this
Agreement,
the
Unitholder's
identity,
the
ownership
of
the Covered
Units,
and
the
nature
of
the
Unitholder's
commitments,
arrangements,
and
understandings
pursuant
to
this
Agreement.
5.3
Notices
.
Any
notice,
request,
instruction,
correspondence,
or
other
document
to
be
given
hereunder
by
any
Party
to
another
Party
shall
be
in
writing and
delivered
in
person
or
by
courier
service
requiring
acknowledgment
of
receipt
of
delivery
or
mailed
by
U.S.
registered
or
certified
mail,
D-6
postage
prepaid
and
return
receipt
requested,
or
by
facsimile,
as
follows;
provided
,
that
copies
to
be
delivered
below
shall
not
be
required
for
effective
notice
and shall
not
constitute
notice:
If
to
the
Partnership,
addressed
to:
c/o
EnLink
Midstream
GP,
LLC
EnLink
Midstream
Partners,
LP
1722
Routh
Street,
Suite
1300
Dallas,
Texas
75201
Attention:
General
Counsel
Tel:
(214)
953-9500
Fax:
(214)
721-9299
with
copies
(which
shall
not
constitute
notice)
to:
Gibson,
Dunn
&
Crutcher
LLP
2100
McKinney
Avenue,
Suite
1100
Dallas,
Texas
75201
Attention:
Doug
Rayburn
Tel:
(214)
698-3342
Fax:
(214)
571-2948
Potter
Anderson
&
Corroon
LLP
1313
North
Market
Street,
6th
Floor
Wilmington,
Delaware
19801
Attention:
Thomas
A.
Mullen
Tel:
(302)
984-6204
Fax:
(302)
658-1192
If
to
the
Unitholder
or
an
Enfield
Affiliate
Party,
addressed
to
such
Party:
301
Commerce
Street
Suite
3300
Fort
Worth,
TX
76102
Attention:
General
Counsel
Fax:
(817)
871-4010
with
copies
(which
shall
not
constitute
notice)
to:
Vinson
&
Elkins
LLP
1001
Fannin
Street
Suite
2500
Houston,
Texas
77002
Attention:
David
Oelman
Tel:
(713)
758-3708
Fax:
(713)
615-5861
Notice
given
by
personal
delivery,
courier
service,
or
mail
shall
be
effective
upon
actual
receipt.
Notice
given
by
facsimile
shall
be
effective
upon
written confirmation
of
receipt
by
facsimile,
e-mail
or
otherwise.
Any
Party
may
change
any
address
to
which
Notice
is
to
be
given
to
it
by
giving
notice
as
provided above
of
such
change
of
address.
5.4
Amendments
.
This
Agreement
may
be
amended,
modified,
or
supplemented
only
by
a
written
instrument
executed
and
delivered
by
all
Parties.
The consent
or
approval
of
the
Partnership
for
any
purpose
under
this
Agreement
shall
require
the
prior
approval
or
consent
of
the
Partnership
Conflicts
Committee.
D-7
5.5
Waiver
.
No
failure
or
delay
any
Party
in
exercising
any
right
hereunder
shall
operate
as
a
waiver
thereof,
nor
shall
any
single
or
partial
exercise thereof
preclude
any
other
or
further
exercise
thereof
or
the
exercise
of
any
other
right
hereunder.
No
waiver
of
any
provision
of
this
Agreement
shall
be
deemed
or shall
constitute
a
waiver
of
any
other
provision
hereof
(regardless
of
whether
similar),
nor
shall
any
such
waiver
constitute
a
continuing
waiver
unless
otherwise expressly
provided.
Any
agreement
on
the
part
of
a
Party
to
any
such
extension
or
waiver
shall
be
valid
only
if
set
forth
in
an
instrument
in
writing
signed
on behalf
of
such
Party,
provided
that,
in
the
case
of
the
Partnership,
such
extension
or
waiver
is
approved
by
the
Partnership
Conflicts
Committee.
5.6
Termination
.
This
Agreement
shall
terminate
and
shall
have
no
further
force
or
effect
as
of
the
Expiration
Time.
Notwithstanding
the
preceding sentence,
this
Article
V
shall
survive
any
termination
of
this
Agreement.
5.7
Expenses
.
Each
Party
shall
be
solely
responsible
for
all
expenses
incurred
by
it
in
connection
with
this
Agreement
and
the
transactions
contemplated hereby,
and
no
Party
shall
be
entitled
to
any
reimbursement
for
such
expenses
from
any
other
Party.
5.8
Entire
Agreement
.
This
Agreement
and
the
Exhibits
hereto
constitute
the
entire
agreement
of
the
Parties
and
supersede
all
prior
agreements
and undertakings,
both
written
and
oral,
among
the
Parties,
or
any
of
them,
with
respect
to
the
subject
matter
of
this
Agreement.
5.9
Assignment
.
Except
for
a
Transfer
permitted
under
Section
4.1
,
neither
this
Agreement
nor
any
of
the
rights,
interests,
or
obligations
hereunder
shall be
assigned
by
the
Parties,
in
whole
or
in
part
(whether
by
operation
of
Law
or
otherwise),
without
the
prior
written
consent
of
the
other
Parties,
and
any
attempted or
purported
assignment
without
such
consent
shall
be
null
and
void.
Subject
to
the
preceding
sentence,
this
Agreement
shall
be
binding
upon,
inure
to
the
benefit of,
and
be
enforceable
by
the
Parties
and
their
respective
successors
and
assigns.
5.10
Third
Party
Beneficiaries
.
This
Agreement
shall
be
binding
upon
and
inure
solely
to
the
benefit
of
each
Party
and
its
permitted
successors
and assigns,
and
nothing
in
this
Agreement,
express
or
implied,
is
intended
to
or
shall
confer
upon
any
other
Person
any
right,
benefit,
or
remedy
of
any
nature whatsoever
under
or
by
reason
of
this
Agreement.
5.11
Governing
Law
and
Venue;
Consent
to
Jurisdiction
.
(a)
This
Agreement,
and
Proceedings
of
any
kind
(whether
at
law,
in
equity,
in
contract,
in
tort,
or
otherwise)
that
may
be
based
upon,
arise
out
of,
or relate
to
this
Agreement,
or
the
negotiation,
execution,
or
performance
of
this
Agreement
(including
any
action,
cause
of
action,
or
claim
of
any
kind
based upon,
arising
out
of,
or
related
to
any
representation
or
warranty
made
in,
in
connection
with,
or
as
an
inducement
to
this
Agreement)
shall
be
governed
by and
construed
in
accordance
with
the
Laws
of
the
State
of
Delaware,
including
Laws
of
the
State
of
Delaware
relating
to
applicable
statutes
of
limitation, burdens
of
proof,
and
available
remedies.
(b)
Each
of
the
Parties
irrevocably
submits
to
the
exclusive
jurisdiction
of
the
Court
of
Chancery
of
the
State
of
Delaware,
or
in
the
event,
but
only
in the
event,
that
such
court
does
not
have
jurisdiction
over
such
Proceeding,
to
the
exclusive
jurisdiction
of
the
United
States
District
Court
for
the
District
of Delaware
(or,
in
the
event
that
such
court
does
not
have
jurisdiction
over
such
Proceeding,
to
the
exclusive
jurisdiction
of
the
Superior
Court
of
the
State
of Delaware)
(collectively,
the
"
Courts
"),
for
the
purposes
of
any
Proceeding
arising
out
of
or
relating
to
this
Agreement
or
the
Transactions
(and
agrees
not to
commence
any
Proceeding
relating
hereto
except
in
such
Courts
as
provided
herein).
Each
of
the
Parties
further
agrees
that
service
of
any
process, summons,
notice,
or
document
hand
delivered
or
sent
in
accordance
with
Section
5.3
to
such
Party's
address
set
forth
in
Section
5.3
will
be
effective
service of
process
for
any
Proceeding
in
Delaware
with
respect
to
any
matters
to
which
it
has
submitted
to
jurisdiction
as
set
forth
in
the
immediately
preceding sentence.
Each
of
the
Parties
irrevocably
and
unconditionally
waives
any
D-8
objection
to
the
laying
of
venue
of
any
Proceeding
arising
out
of
or
relating
to
this
Agreement
or
the
transactions
contemplated
hereby
in
the
Courts,
and hereby
further
irrevocably
and
unconditionally
waives
and
agrees
not
to
plead
or
claim
in
any
such
court
that
any
such
Proceeding
brought
in
any
such court
has
been
brought
in
an
inconvenient
forum.
Anything
to
the
contrary
in
this
Section
5.10(b)
notwithstanding,
each
Party
agrees
that
a
final
judgment in
any
Proceeding
properly
brought
in
accordance
with
the
terms
of
this
Agreement
shall
be
conclusive
and
may
be
enforced
by
suit
on
the
judgment
in
any jurisdiction
or
in
any
other
manner
provided
at
law
or
in
equity.
(c)
Each
Party
agrees
that
this
Agreement
involves
at
least
$100,000
and
that
this
Agreement
has
been
entered
into
in
express
reliance
upon
6
Del.
C. §
2708.
(d)
WITH
RESPECT
TO
ANY
PROCEEDING
IN
WHICH
ANY
CLAIM
OR
COUNTERCLAIM
(WHETHER
AT
LAW,
IN
EQUITY,
IN CONTRACT,
IN
TORT,
OR
OTHERWISE)
ASSERTED
BASED
UPON,
ARISING
FROM,
OR
RELATED
TO
THIS
AGREEMENT,
OR
THE COURSE
OF
DEALING
OR
RELATIONSHIP
AMONG
THE
PARTIES
TO
THIS
AGREEMENT,
INCLUDING
THE
NEGOTIATION,
EXECUTION, AND
PERFORMANCE
OF
THIS
AGREEMENT,
NO
PARTY
TO
THIS
AGREEMENT
OR
ANY
ASSIGNEE,
SUCCESSOR,
OR
REPRESENTATIVE OF
ANY
PARTY
SHALL
REQUEST
A
JURY
TRIAL
IN
ANY
SUCH
PROCEEDING
NOR
SEEK
TO
CONSOLIDATE
ANY
SUCH
PROCEEDING WITH
ANY
OTHER
ACTION
IN
WHICH
A
JURY
TRIAL
CANNOT
BE
OR
HAS
NOT
BEEN
WAIVED.
EACH
PARTY
CERTIFIES
AND ACKNOWLEDGES
THAT
(I)
NO
REPRESENTATIVE
OF
ANY
OTHER
PARTY
HAS
REPRESENTED,
EXPRESSLY
OR
OTHERWISE,
THAT SUCH
PARTY
WOULD
NOT
SEEK
TO
ENFORCE
THE
FOREGOING
WAIVER
IN
THE
EVENT
OF
A
PROCEEDING,
(II)
SUCH
PARTY
HAS CONSIDERED
THE
IMPLICATIONS
OF
THIS
WAIVER,
(III)
SUCH
PARTY
MAKES
THIS
WAIVER
VOLUNTARILY,
AND
(IV)
SUCH
PARTY HAS
BEEN
INDUCED
TO
ENTER
INTO
THIS
AGREEMENT
BY,
AMONG
OTHER
THINGS,
THE
MUTUAL
WAIVERS
AND
CERTIFICATIONS IN
THIS
SECTION
5.10
.
5.12
Facsimiles;
Counterparts
.
This
Agreement
may
be
executed
in
any
number
of
counterparts,
each
of
which
shall
be
deemed
an
original,
but
all
of which
together
shall
constitute
one
and
the
same
instrument.
Signatures
to
this
Agreement
transmitted
by
facsimile
transmission,
by
electronic
mail
in
"portable document
format"
(".pdf")
form,
or
by
any
other
electronic
means
intended
to
preserve
the
original
graphic
and
pictorial
appearance
of
a
document,
will
have
the same
effect
as
physical
delivery
of
the
paper
document
bearing
the
original
signature.
5.13
Severability
.
Whenever
possible,
each
provision
of
this
Agreement
shall
be
interpreted
in
such
manner
as
to
be
effective
and
valid
under
applicable Laws,
but
if
any
provision
or
portion
of
this
Agreement
is
held
to
be
invalid,
illegal,
or
unenforceable
in
any
respect
under
any
applicable
Laws
in
any
jurisdiction by
any
applicable
Governmental
Authority,
(a)
such
invalidity,
illegality,
or
unenforceability
shall
not
affect
the
validity,
legality,
or
enforceability
of
any
other provision
of
this
Agreement
in
such
jurisdiction
or
affect
the
validity,
legality,
or
enforceability
of
any
provision
in
any
other
jurisdiction,
(b)
such
provision
shall be
invalid,
illegal,
or
unenforceable
only
to
the
extent
strictly
required
by
such
Governmental
Authority,
(c)
to
the
extent
any
such
provision
is
deemed
to
be invalid,
illegal,
or
unenforceable,
each
Party
agrees
that
it
shall
use
its
commercially
reasonable
efforts
to
cause
such
Governmental
Authority
to
modify
such provision
so
that
such
provision
shall
be
valid,
legal,
and
enforceable
as
originally
intended
to
the
greatest
extent
possible,
and
(d)
to
the
extent
that
the Governmental
Authority
does
not
modify
such
provision,
each
of
the
Parties
agree
that
they
shall
endeavor
in
good
faith
to
exercise
or
modify
such
provision
so that
such
provision
shall
be
valid,
legal,
and
enforceable
as
originally
intended
to
the
greatest
extent
possible.
D-9
5.14
Specific
Performance
.
The
Parties
agree
that
irreparable
damage
would
occur
and
that
the
Parties
would
not
have
any
adequate
remedy
at
law
in the
event
that
any
of
the
provisions
of
this
Agreement
were
not
performed
in
accordance
with
their
specific
terms
or
were
otherwise
breached
and
it
is
accordingly agreed
that
the
Parties
shall
be
entitled
to
an
injunction
or
injunctions
to
prevent
breaches
of
this
Agreement
and
to
enforce
specifically
the
terms
and
provisions
of this
Agreement,
in
each
case,
in
accordance
with
Section
5.10
,
this
being
in
addition
to
any
other
remedy
to
which
they
are
entitled
at
law
or
in
equity.
Each
of
the Parties
agrees
that
it
will
not
oppose
the
granting
of
an
injunction,
specific
performance,
and
other
equitable
relief
as
provided
herein
on
the
basis
that
(i)
either Party
has
an
adequate
remedy
at
law
or
(ii)
an
award
of
specific
performance
is
not
an
appropriate
remedy
for
any
reason
at
law
or
equity
(it
being
understood
that nothing
in
this
sentence
shall
prohibit
the
Parties
from
raising
other
defenses
to
a
claim
for
specific
performance
or
other
equitable
relief
under
this
Agreement). Each
Party
further
agrees
that
no
Party
shall
be
required
to
obtain,
furnish,
or
post
any
bond
or
similar
instrument
in
connection
with,
or
as
a
condition
to,
obtaining any
remedy
referred
to
in
this
Section
5.13
,
and
each
Party
irrevocably
waives
any
right
it
may
have
to
require
the
obtaining,
furnishing
or
posting
of
any
such bond
or
similar
instrument.
5.15
Damages
.
Anything
to
the
contrary
in
this
Agreement
notwithstanding,
in
no
event
shall
a
Party
be
liable
hereunder
for
(a)
any
remote,
exemplary, or
punitive
damages
or
(b)
any
special,
consequential,
incidental,
or
indirect
damages
or
lost
profits,
except
in
the
case
of
clause
(b),
to
the
extent
any
such damages
or
lost
profits
would
otherwise
be
recoverable
under
applicable
Law
in
an
action
for
breach
of
contract.
[
Signature
page
follows
.]
D-10
IN
WITNESS
WHEREOF,
the
undersigned
have
caused
this
Agreement
to
be
executed
as
of
the
date
first
written
above.
ENLINK
MIDSTREAM
PARTNERS,
LP
By:
EnLink
Midstream
GP,
LLC,
its
General
Partner
By:
/s/
MICHAEL
J.
GARBERDING
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
[Signature
Page
to
Support
Agreement]
ENFIELD
HOLDINGS,
L.P.
By:
Enfield
Holdings
Advisors,
Inc.,
its
general
partner
By:
/s/
ADAM
FLISS
Name:
Adam
Fliss
Title:
Vice
President
TPG
VII
MANAGEMENT,
LLC
By:
/s/
ADAM
FLISS
Name:
Adam
Fliss
Title:
Vice
President
WSIP
EGYPT
HOLDINGS,
LP
By:
Broad
Street
Infrastructure
Advisors
III,
L.L.C.,
its
General
Partner
By:
/s/
SCOTT
LEBOVITZ
Name:
Scott
Lebovitz
Title:
Vice
President
WSEP
EGYPT
HOLDINGS,
LP
By:
Broad
Street
Energy
Advisors
AIV-1,
L.L.C.
its
General
Partner
By:
/s/
SCOTT
LEBOVITZ
Name:
Scott
Lebovitz
Title:
Vice
President
[Signature
Page
to
Support
Agreement]
Annex
E
Execution
Version
PREFERRED
RESTRUCTURING
AGREEMENT
This
PREFERRED
RESTRUCTURING
AGREEMENT
(this
"
Agreement
"),
dated
as
of
October
21,
2018,
is
made
and
entered
into
by
and
among
Enfield Holdings,
L.P.,
a
Delaware
limited
partnership
("
Enfield
"),
TPG
VII
Management,
LLC,
a
Delaware
limited
liability
company
("
TPG
"),
WSEP
Egypt Holdings,
LP,
a
Delaware
limited
partnership
("
WSEP
"),
WSIP
Egypt
Holdings,
LP,
a
Delaware
limited
partnership
("
WSIP
"
and,
together
with
WSIP,
the
" Goldman
Parties
"
and,
together
with
Enfield
and
TPG,
the
"
Enfield
Parties
"),
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
"
Managing
Member
"
and,
together
with
Parent, the
"
ENLC
Parties
"),
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
"
and,
together
with
the
Partnership,
the
"
ENLK
Parties
"
and,
together
with
the ENLC
Parties,
the
"
EnLink
Parties
").
Enfield,
TPG,
WSIP,
WSEP,
Parent,
the
Managing
Member,
the
Partnership,
and
the
General
Partner
are
referred
to
herein individually
as
a
"
Party
"
and
collectively
as
the
"
Parties
."
All
capitalized
terms
used
herein
and
not
otherwise
defined
herein
shall
have
the
meanings
ascribed
to such
terms
in
the
Partnership
Agreement
(as
defined
below).
R
E
C
I
T
A
L
S
WHEREAS,
concurrently
with
the
execution
and
delivery
of
this
Agreement,
Parent,
the
Managing
Member,
NOLA
Merger
Sub,
LLC,
a
Delaware
limited liability
company
and
a
wholly-owned
subsidiary
of
Parent
("
Merger
Sub
"),
the
Partnership,
and
the
General
Partner,
are
entering
into
an
Agreement
and
Plan
of Merger
(the
"
Merger
Agreement
"),
providing
for,
among
other
things,
the
merger
of
Merger
Sub
with
and
into
the
Partnership,
with
the
Partnership
as
the
sole surviving
entity
(the
"
Merger
");
WHEREAS,
upon
consummation
of
the
Merger:
(i)
Parent
will
become
the
Beneficial
Owner
of
100%
of
the
Outstanding
Common
Units
and
(ii)
the common
units
representing
limited
liability
company
interests
in
Parent
(the
"
Parent
Common
Units
")
will
continue
to
be
listed
on
the
New
York
Stock Exchange,
a
National
Securities
Exchange;
WHEREAS,
the
Parties
have
agreed
that
the
Series
B
Preferred
Units
will
remain
outstanding
as
limited
partner
interests
in
the
Partnership
following
the Merger,
as
amended
and
modified
as
described
herein
and
in
the
Amended
Partnership
Agreement
(as
hereinafter
defined)
and
the
Amended
Operating
Agreement (as
hereinafter
defined)
(the
"
Restructuring
");
and
WHEREAS,
the
Parties
are
entering
into
this
Agreement
to
reflect
the
agreements
between
the
Parties
in
connection
with
the
Restructuring.
NOW,
THEREFORE,
in
consideration
of
the
foregoing,
the
representations,
warranties,
covenants,
and
agreements
contained
in
this
Agreement
and
of
other good
and
valuable
consideration,
the
receipt
and
sufficiency
of
which
are
hereby
acknowledged,
the
Parties,
intending
to
be
legally
bound,
do
hereby
agree
as follows:
ARTICLE
I
DEFINITIONS
1.1
Definitions
.
For
all
purposes
of
and
under
this
Agreement,
the
following
terms
shall
have
the
following
respective
meanings:
(a)
"
Affiliate
"
means,
with
respect
to
a
specified
Person,
any
other
Person,
directly
or
indirectly
controlling,
controlled
by
or
under
direct
or
indirect common
control
with
such
specified
Person.
For
purposes
of
this
definition,
"control"
(including,
with
correlative
meanings,
"controlling,"
"controlled
by," and
"under
common
control
with")
means
the
power
to
direct
or
cause
the
direction
of
the
management
and
policies
of
such
Person,
directly
or
indirectly,
whether
through
the
ownership
of
voting
securities,
by
contract
or otherwise.
(b)
"
Governmental
Authority
"
means
any
federal,
state,
provincial,
local
or
foreign
court,
tribunal,
arbitrator,
administrative
body
or
other governmental
or
quasi-governmental
entity,
including
any
head
of
a
government
department,
body
or
agency,
with
competent
jurisdiction.
(c)
"
Laws
"
means
all
statutes,
regulations,
codes,
tariffs,
ordinances,
decisions,
administrative
interpretations,
writs,
injunctions,
stipulations, statutory
rules,
orders,
judgments,
decrees,
and
terms
and
conditions
of
any
grant
of
approval,
permission,
authority,
permit,
or
license
of
any
court, Governmental
Authority,
statutory
body,
or
self-regulatory
authority
(including
the
New
York
Stock
Exchange).
(d)
"
Merger
Effective
Time
"
means
the
effective
time
of
the
consummation
of
the
Merger
under
the
Delaware
Limited
Liability
Company
Act,
as amended,
and
the
Delaware
Revised
Uniform
Limited
Partnership
Act,
as
amended.
(e)
"
Parent
Operating
Agreement
"
means
the
First
Amended
and
Restated
Operating
Agreement
of
Parent,
dated
as
of
March
7,
2014,
as
further amended
from
time
to
time
after
the
date
hereof.
(f)
"
Partnership
Agreement
"
means
the
Ninth
Amended
and
Restated
Agreement
of
Limited
Partnership
of
the
Partnership,
dated
as
of September
21,
2017,
as
amended
by
Amendment
No.
1
to
the
Ninth
Amendment
and
Restated
Agreement
of
Limited
Partnership
of
the
Partnership,
dated as
of
December
12,
2017,
and
as
further
amended
from
time
to
time
after
the
date
hereof.
(g)
"
Person
"
means
an
individual
or
entity,
including
any
partnership,
corporation,
association,
trust,
limited
liability
company,
joint
venture, unincorporated
organization,
or
other
entity
or
Governmental
Authority.
(h)
"
Proceeding
"
means
any
claim,
action,
suit,
proceeding,
arbitration,
mediation,
investigation,
or
inquiry
by
or
before
any
Governmental Authority
or
otherwise.
(i)
"
Representatives
"
means,
with
respect
to
any
Person,
such
Person's
directors,
officers,
employees,
counsel,
accountants,
investment
bankers, financial
advisors,
and
other
representatives.
(j)
"
Restructuring
Documents
"
means
this
Agreement,
the
Amended
Operating
Agreement
(as
defined
below),
the
Amended
Partnership Agreement
(as
defined
below),
the
Amended
Board
Representation
Agreement
(as
defined
below),
the
Amended
Board
Information
Letter
Agreement
(as defined
below),
and
the
Amended
Registration
Rights
Agreement
(as
defined
below).
1.2
Other
Definitional
and
Interpretative
Provisions
.
(a)
The
division
of
this
Agreement
into
articles,
sections,
and
other
portions
and
the
insertion
of
headings
are
for
convenience
of
reference
only
and shall
not
affect
the
construction
or
interpretation
hereof.
Unless
otherwise
indicated,
all
references
to
an
"Article"
or
"Section"
followed
by
a
number
or
a letter
refer
to
the
specified
Article
or
Section
of
this
Agreement.
The
terms
"this
Agreement,"
"hereof,"
"herein,"
and
"hereunder"
and
similar
expressions refer
to
this
Agreement
and
not
to
any
particular
Article,
Section,
or
other
portion
hereof.
Unless
otherwise
specifically
indicated
or
the
context
otherwise requires,
(i)
all
references
to
"dollars"
or
"$"
mean
United
States
dollars,
(ii)
words
importing
the
singular
shall
include
the
plural
and
vice
versa
and
words importing
any
gender
shall
include
all
genders,
and
(iii)
"include,"
"includes,"
and
"including"
shall
be
deemed
to
be
followed
by
the
words
"without limitation."
(b)
In
the
event
that
any
date
on
which
any
action
is
required
to
be
taken
hereunder
by
any
of
the
Parties
that
can
only
be
taken
on
a
Business
Day, but
such
date
does
not
fall
on
a
Business
Day,
such
action
shall
be
required
to
be
taken
on
the
next
succeeding
day
that
is
a
Business
Day.
E-2
Reference
to
any
Party
is
also
a
reference
to
such
Party's
permitted
successors
and
assigns.
The
Exhibits
attached
to
this
Agreement
are
hereby
incorporated by
reference
into
this
Agreement
and
form
part
hereof.
Unless
otherwise
indicated,
all
references
to
an
"Exhibit"
followed
by
a
number
or
a
letter
refer
to the
specified
Exhibit
to
this
Agreement.
The
Parties
have
participated
jointly
in
the
negotiation
and
drafting
of
this
Agreement.
In
the
event
an
ambiguity
or question
of
intent
or
interpretation
arises,
it
is
the
intention
of
the
Parties
that
this
Agreement
shall
be
construed
as
if
drafted
jointly
by
the
Parties
and
no presumption
or
burden
of
proof
shall
arise
favoring
or
disfavoring
any
Person
by
virtue
of
the
authorship
of
any
of
the
provisions
of
this
Agreement.
In
this Agreement,
specific
provisions
shall
prevail
over
general
provisions.
Further,
prior
drafts
of
this
Agreement,
or
the
fact
that
any
clauses
have
been
added, deleted,
or
otherwise
modified
from
any
prior
drafts
of
this
Agreement,
shall
not
be
used
as
an
aid
of
construction
or
otherwise
constitute
evidence
of
the intent
of
the
parties;
and
no
presumption
or
burden
of
proof
shall
arise
favoring
or
disfavoring
any
Party
by
virtue
of
such
prior
drafts.
ARTICLE
II
SERIES
B
RESTRUCTURING
2.1
Series
B
Preferred
Units
.
(a)
The
Parties
hereby
acknowledge
and
agree
that,
immediately
following
the
Merger
Effective
Time
(the
"
Restructuring
Effective
Time
"):
(i)
the General
Partner
shall
cause
the
Partnership
Agreement
to
be
amended
and
restated
pursuant
to
the
Tenth
Amended
and
Restated
Limited
Partnership Agreement
of
the
Partnership,
substantially
in
the
form
attached
hereto
as
Exhibit
A
(the
"
Amended
Partnership
Agreement
"),
(ii)
the
Managing
Member shall
cause
the
Parent
Operating
Agreement
to
be
amended
and
restated
pursuant
to
the
Second
Amended
and
Restated
Operating
Agreement
of
Parent, substantially
in
the
form
attached
hereto
as
Exhibit
B
(the
"
Amended
Operating
Agreement
"),
and
(iii)
Parent
shall
issue
to
Enfield
a
number
of
Class
C Common
Units
(as
defined
in
the
Amended
Operating
Agreement)
equal
to
the
number
of
Series
B
Preferred
Units
held
by
Enfield
as
of
the
Restructuring Effective
Time
for
no
additional
consideration.
(b)
Enfield
hereby
(i)
approves
the
amendments
contemplated
by
the
Amended
Partnership
Agreement,
including
the
amendments
and
modifications to
the
terms
of
the
Series
B
Preferred
Units,
which
approval
constitutes
a
unanimous
affirmative
vote
of
the
Record
Holders
of
the
Outstanding
Series
B Preferred
Units
under
Section
5.10(b)(v)(B)
of
the
Partnership
Agreement
with
respect
to
the
amendments
contemplated
by
the
Amended
Partnership Agreement,
and
(ii)
in
connection
with
the
Restructuring,
approves
the
amendments
contemplated
by
the
Amended
Operating
Agreement
and
agrees
to receive
and
hold
such
Class
C
Common
Units
in
accordance
with
the
Amended
Operating
Agreement.
2.2
Registration
Rights
Agreement
.
At
the
Restructuring
Effective
Time,
Parent
and
Enfield
shall
execute
and
deliver
an
Amended
and
Restated Registration
Rights
Agreement,
substantially
in
the
form
attached
hereto
as
Exhibit
C
(the
"
Amended
Registration
Rights
Agreement
"),
pursuant
to
which
that certain
Registration
Rights
Agreement,
dated
as
of
January
7,
2016,
by
and
between
Enfield
and
the
Partnership
shall
be
amended
and
restated
in
its
entirety.
2.3
Board
Representation
Agreement
.
At
the
Restructuring
Effective
Time,
the
Managing
Member,
Parent,
and
TPG
shall
execute
and
deliver
an Amended
and
Restated
Board
Representation
Agreement,
substantially
in
the
form
attached
hereto
as
Exhibit
D
(the
"
Amended
Board
Representation
Agreement "),
pursuant
to
which
that
certain
Board
Representation
Agreement,
dated
as
of
January
7,
2016,
by
and
among
the
Partnership,
the
General
Partner,
EnLink Midstream,
Inc.,
a
Delaware
corporation
and
a
wholly-owned
subsidiary
of
Parent
("
EMI
"),
and
TPG
shall
be
amended
and
restated
in
its
entirety.
E-3
2.4
Board
Information
Rights
Letter
.
At
the
Restructuring
Effective
Time,
the
Managing
Member,
Parent,
and
the
Goldman
Parties
shall
execute
and deliver
an
Amended
and
Restated
Board
Information
Rights
Letter
Agreement,
substantially
in
the
form
attached
hereto
as
Exhibit
E
(the
"
Amended
Board Information
Letter
Agreement
"),
pursuant
to
which
that
certain
Board
Information
Rights
Letter
Agreement,
dated
January
6,
2016,
by
and
among
the
Partnership, the
General
Partner,
EMI,
and
the
Goldman
Parties
shall
be
amended
and
restated
in
its
entirety.
2.5
Treatment
in
the
Merger
.
(a)
The
Parties
hereby
acknowledge
and
agree
that:
(i)
in
connection
with
the
Restructuring,
each
Series
B
Preferred
Unit
issued
and
outstanding immediately
prior
to
the
Merger
Effective
Time
shall,
at
the
Merger
Effective
Time,
continue
to
be
issued
and
outstanding
and
represent
a
limited
partner interest
in
the
Partnership
(with
terms
and
conditions
modified
in
accordance
with
Section
2.1
as
of
the
Restructuring
Effective
Time),
and
no
additional consideration
shall
be
delivered
to
any
holder
of
Series
B
Preferred
Units
in
respect
of
the
Merger,
this
Agreement,
or
the
transactions
contemplated
by
the Merger
Agreement
and
(ii)
the
Restructuring,
including
as
described
in
the
foregoing
clause
(i),
satisfies
any
obligation
of
the
Partnership
under
the Partnership
Agreement
with
respect
to
the
Merger.
Without
limiting
the
generality
of
the
foregoing,
each
of
the
Enfield
Parties,
on
behalf
of
itself
and
its Affiliates,
and
its
and
its
Affiliates'
respective
equityholders
and
Representatives,
hereby
waives
all
of
its
rights
(and
any
obligation
of
the
Partnership
or any
other
EnLink
Party)
under
the
Partnership
Agreement
with
respect
to
the
Merger,
other
than
the
compliance
by
each
of
the
Partnership
and
each
other EnLink
Party
with
respect
to
its
obligations
hereunder.
(b)
In
connection
with
the
waiver
set
forth
in
Section
2.5(a)
,
each
Enfield
Party
represents
to
each
EnLink
Party
that:
(i)
such
Enfield
Party
has
all requisite
power
and
authority
to
execute,
deliver,
and
perform
its
obligations
under
this
Agreement,
(ii)
this
Agreement
is
a
valid
and
legally
binding agreement
of
such
Enfield
Party,
(iii)
Enfield
is
the
Record
Holder
of
all
of
the
Series
B
Preferred
Units,
(iv)
TPG,
WSIP,
and
WSEP
collectively
own
all of
the
equity
interests
in
Enfield,
and
(v)
Enfield
is
an
Affiliate
of
TPG
Capital,
L.P.
ARTICLE
III
MISCELLANEOUS
3.1
Further
Assurances
.
The
Parties
will
each
execute
and
deliver,
or
cause
to
be
executed
and
delivered,
all
further
documents
and
instruments
and
use its
reasonable
best
efforts
to
take,
or
cause
to
be
taken,
all
actions
and
to
do,
or
cause
to
be
done,
all
things
necessary,
proper
or
advisable
under
applicable
Law,
to consummate
and
make
effective
the
transactions
contemplated
by
this
Agreement.
3.2
Publicity
.
Enfield
consents
to
and
authorizes
Parent
and
the
Partnership
to
include
and
disclose
in
any
registration
statement,
proxy
statement,
or information
statement
that
is
filed
with
the
Commission
in
connection
with
the
Merger,
and
in
such
other
schedules,
certificates,
applications,
agreements,
or documents,
to
be
filed
with
the
Commission
or
otherwise
publicly
disclosed,
as
Parent
and
the
Partnership
reasonably
determine
to
be
necessary
or
appropriate
in connection
with
the
consummation
of
the
Merger,
this
Agreement,
the
identity
of
the
Enfield
Parties,
the
ownership
of
the
Series
B
Preferred
Units
and
the
nature of
the
Parties'
respective
commitments,
arrangements,
and
understandings
pursuant
to
this
Agreement
and
the
other
Restructuring
Documents.
3.3
Notices
.
Any
notice,
request,
instruction,
correspondence,
or
other
document
to
be
given
hereunder
by
any
Party
to
another
Party
shall
be
in
writing and
delivered
in
person
or
by
courier
service
requiring
acknowledgment
of
receipt
of
delivery
or
mailed
by
U.S.
registered
or
certified
mail,
postage
prepaid
and return
receipt
requested,
or
by
facsimile,
as
follows;
provided
,
that
copies
to
be
delivered
below
shall
not
be
required
for
effective
notice
and
shall
not
constitute notice:
E-4
If
to
the
Enfield
Parties,
addressed
to:
c/o
Enfield
Holdings,
L.P.
301
Commerce
Street
Suite
3300
Fort
Worth,
Texas
76102
Attention:
General
Counsel
Fax:
(817)
871-4010
with
copies
(which
shall
not
constitute
notice)
to:
Vinson
&
Elkins
LLP
1001
Fannin
Street,
Suite
2500
Houston,
Texas
77002
Attention:
David
Oelman
Tel:
(713)
758-3708
Fax:
(713)
615-5861
If
to
Parent
or
the
Managing
Member,
addressed
to:
EnLink
Midstream
Manager,
LLC
1722
Routh
Street,
Suite
1300
Dallas,
Texas
75201
Attention:
General
Counsel
Tel:
(214)
953-9500
Fax:
(214)
721-9299
with
copies
(which
shall
not
constitute
notice)
to:
Baker
Botts
L.L.P.
2001
Ross
Avenue,
Suite
900
Dallas,
Texas
75201
Attention:
Preston
Bernhisel
Joshua
Davidson
Tel:
(214)
953-6783
Fax:
(214)
661-4783
If
to
the
Partnership
or
the
General
Partner,
addressed
to:
EnLink
Midstream
GP,
LLC
1722
Routh
Street,
Suite
1300
Dallas,
Texas
75201
Attention:
General
Counsel
Tel:
(214)
953-9500
Fax:
(214)
721-9299
with
copies
(which
shall
not
constitute
notice)
to:
Gibson,
Dunn
&
Crutcher
LLP
2100
McKinney
Avenue,
Suite
1100
Dallas,
Texas
75201
Attention:
Doug
Rayburn
Tel:
(214)
698-3342
Fax:
(214)
571-2948
Notice
given
by
personal
delivery,
courier
service
or
mail
shall
be
effective
upon
actual
receipt.
Notice
given
by
facsimile
shall
be
effective
upon
written confirmation
of
receipt
by
facsimile,
e-mail
or
E-5
otherwise.
Any
party
may
change
any
address
to
which
Notice
is
to
be
given
to
it
by
giving
Notice
as
provided
above
of
such
change
of
address.
3.4
Amendments
.
This
Agreement
may
be
amended,
modified,
or
supplemented
only
by
a
written
instrument
executed
and
delivered
by
all
Parties.
3.5
Termination
.
This
Agreement
shall
terminate
and
shall
have
no
further
force
or
effect
as
of
the
earliest
to
occur
of
(i)
such
date
and
time
as
the Merger
Agreement
shall
have
been
terminated
for
any
reason
in
accordance
with
its
terms;
(ii)
the
mutual
written
agreement
of
the
Parties
to
terminate
this Agreement;
(iii)
the
conversion
of
all
Series
B
Preferred
Units
into
Partnership
Common
Units,
pursuant
to
the
terms
and
conditions
of
the
Partnership
Agreement; (iv)
at
the
election
of
Enfield,
as
set
forth
in
a
written
notice
to
the
EnLink
Parties,
the
effective
date
of
any
amendment
to
the
Merger
Agreement
entered
into
by the
parties
thereto
in
accordance
with
the
terms
thereof
to
which
Enfield
has
not
consented
in
writing,
and
that
(a)
disproportionately
adversely
impacts
the Series
B
Preferred
Units
in
any
material
respect
or
(b)
reduces
the
Common
Unit
Exchange
Ratio
(as
defined
in
the
Amended
Partnership
Agreement);
and
(v)
at the
election
of
the
EnLink
Parties,
as
set
forth
in
a
written
notice
to
Enfield,
the
effective
date
of
any
amendment
to
the
Merger
Agreement
entered
into
by
the parties
thereto
in
accordance
with
the
terms
thereof
that
increases
the
Common
Unit
Exchange
Ratio
if
any
of
the
Enfield
Parties
has
caused
or
materially contributed
to
such
increase.
3.6
Expenses
.
Each
Party
shall
be
solely
responsible
for
all
expenses
incurred
by
it
in
connection
with
this
Agreement
and
the
transactions
contemplated hereby,
and
no
Party
shall
be
entitled
to
any
reimbursement
for
such
expenses
from
any
other
Party.
3.7
Entire
Agreement
.
This
Agreement
and
the
Exhibits
hereto
constitute
the
entire
agreement
of
the
Parties
and
supersede
all
prior
agreements
and undertakings,
both
written
and
oral,
among
the
Parties,
or
any
of
them,
with
respect
to
the
subject
matter
of
this
Agreement.
3.8
Assignment;
Transfer
of
Series
B
Units
.
Neither
this
Agreement
nor
any
of
the
rights,
interests,
or
obligations
hereunder
shall
be
assigned
by
the Parties,
in
whole
or
in
part
(whether
by
operation
of
Law
or
otherwise),
without
the
prior
written
consent
of
the
other
Parties,
and
any
attempted
or
purported assignment
without
such
consent
shall
be
null
and
void.
Enfield
shall
not,
directly
or
indirectly,
transfer,
assign,
sell,
or
dispose
of
any
Series
B
Preferred
Units, whether
by
merger,
operation
of
law,
or
otherwise
or
undertake
any
action
that
results
in
(or
could
result
in)
a
Person
other
than
Enfield
owning
the
Series
B Preferred
Units
(collectively,
a
"
Transfer
")
unless,
as
a
precondition
to
any
such
Transfer,
the
Person
becoming
the
owner
of
the
Series
B
Preferred
Units
in
any such
Transfer
agrees
in
a
writing,
reasonably
satisfactory
in
form
and
substance
to
the
Managing
Member
and
the
General
Partner,
to
be
bound
by
all
of
the
terms of
this
Agreement
that
apply
to
Enfield.
3.9
Third
Party
Beneficiaries
.
This
Agreement
shall
be
binding
upon
and
inure
solely
to
the
benefit
of
each
Party
and
its
permitted
successors
and assigns,
and
nothing
in
this
Agreement,
express
or
implied,
is
intended
to
or
shall
confer
upon
any
other
Person
any
right,
benefit,
or
remedy
of
any
nature whatsoever
under
or
by
reason
of
this
Agreement.
3.10
Governing
Law
and
Venue;
Consent
to
Jurisdiction
.
(a)
This
Agreement,
and
Proceedings
of
any
kind
(whether
at
law,
in
equity,
in
contract,
in
tort,
or
otherwise)
that
may
be
based
upon,
arise
out
of,
or relate
to
this
Agreement,
or
the
negotiation,
execution,
or
performance
of
this
Agreement
(including
any
action,
cause
of
action,
or
claim
of
any
kind
based upon,
arising
out
of,
or
related
to
any
representation
or
warranty
made
in,
in
connection
with,
or
as
an
inducement
to
this
Agreement)
shall
be
governed
by and
construed
in
accordance
with
the
Laws
of
the
State
of
Delaware,
including
Laws
of
the
State
of
Delaware
relating
to
applicable
statutes
of
limitation, burdens
of
proof,
and
available
remedies.
E-6
(b)
Each
Party
hereby
agrees
that
service
of
summons,
complaint,
or
other
process
in
connection
with
any
Proceedings
contemplated
hereby
may
be made
in
accordance
with
Section
3.3
addressed
to
such
Party
at
the
address
specified
pursuant
to
Section
3.3
.
Each
of
the
Parties
irrevocably
submits
to
the exclusive
jurisdiction
of
the
Court
of
Chancery
of
the
State
of
Delaware,
or
in
the
event,
but
only
in
the
event,
that
such
court
does
not
have
jurisdiction over
such
Proceeding,
to
the
exclusive
jurisdiction
of
the
United
States
District
Court
for
the
District
of
Delaware
(or,
in
the
event
that
such
court
does
not have
jurisdiction
over
such
Proceeding,
to
the
exclusive
jurisdiction
of
the
Superior
Court
of
the
State
of
Delaware)
(collectively,
the
"
Courts
"),
for
the purposes
of
any
Proceeding
arising
out
of
or
relating
to
this
Agreement
or
the
Transactions
(and
agrees
not
to
commence
any
Proceeding
relating
hereto except
in
such
Courts
as
provided
herein).
Each
of
the
Parties
further
agrees
that
service
of
any
process,
summons,
notice,
or
document
hand
delivered
or sent
in
accordance
with
Section
3.3
to
such
Party's
address
set
forth
in
Section
3.3
will
be
effective
service
of
process
for
any
Proceeding
in
Delaware
with respect
to
any
matters
to
which
it
has
submitted
to
jurisdiction
as
set
forth
in
the
immediately
preceding
sentence.
Each
of
the
Parties
irrevocably
and unconditionally
waives
any
objection
to
the
laying
of
venue
of
any
Proceeding
arising
out
of
or
relating
to
this
Agreement
or
the
transactions
contemplated hereby
in
the
Courts,
and
hereby
further
irrevocably
and
unconditionally
waives
and
agrees
not
to
plead
or
claim
in
any
such
court
that
any
such Proceeding
brought
in
any
such
court
has
been
brought
in
an
inconvenient
forum.
Anything
to
the
contrary
in
this
Section
3.10(b)
notwithstanding,
each Party
agrees
that
a
final
judgment
in
any
Proceeding
properly
brought
in
accordance
with
the
terms
of
this
Agreement
shall
be
conclusive
and
may
be enforced
by
suit
on
the
judgment
in
any
jurisdiction
or
in
any
other
manner
provided
at
law
or
in
equity.
(c)
Each
Party
agrees
that
this
Agreement
involves
at
least
$100,000
and
that
this
Agreement
has
been
entered
into
in
express
reliance
upon
6
Del.
C. §
2708.
(d)
WITH
RESPECT
TO
ANY
PROCEEDING
IN
WHICH
ANY
CLAIM
OR
COUNTERCLAIM
(WHETHER
AT
LAW,
IN
EQUITY,
IN CONTRACT,
IN
TORT,
OR
OTHERWISE)
ASSERTED
BASED
UPON,
ARISING
FROM,
OR
RELATED
TO
THIS
AGREEMENT,
OR
THE COURSE
OF
DEALING
OR
RELATIONSHIP
AMONG
THE
PARTIES
TO
THIS
AGREEMENT,
INCLUDING
THE
NEGOTIATION,
EXECUTION, AND
PERFORMANCE
OF
THIS
AGREEMENT,
NO
PARTY
TO
THIS
AGREEMENT
OR
ANY
ASSIGNEE,
SUCCESSOR,
OR
REPRESENTATIVE OF
ANY
PARTY
SHALL
REQUEST
A
JURY
TRIAL
IN
ANY
SUCH
PROCEEDING
NOR
SEEK
TO
CONSOLIDATE
ANY
SUCH
PROCEEDING WITH
ANY
OTHER
ACTION
IN
WHICH
A
JURY
TRIAL
CANNOT
BE
OR
HAS
NOT
BEEN
WAIVED.
EACH
PARTY
CERTIFIES
AND ACKNOWLEDGES
THAT
(I)
NO
REPRESENTATIVE
OF
ANY
OTHER
PARTY
HAS
REPRESENTED,
EXPRESSLY
OR
OTHERWISE,
THAT SUCH
PARTY
WOULD
NOT
SEEK
TO
ENFORCE
THE
FOREGOING
WAIVER
IN
THE
EVENT
OF
A
PROCEEDING,
(II)
SUCH
PARTY
HAS CONSIDERED
THE
IMPLICATIONS
OF
THIS
WAIVER,
(III)
SUCH
PARTY
MAKES
THIS
WAIVER
VOLUNTARILY,
AND
(IV)
SUCH
PARTY HAS
BEEN
INDUCED
TO
ENTER
INTO
THIS
AGREEMENT
BY,
AMONG
OTHER
THINGS,
THE
MUTUAL
WAIVERS
AND
CERTIFICATIONS IN
THIS
SECTION
3.10
.
3.11
Facsimiles;
Counterparts
.
This
Agreement
may
be
executed
in
any
number
of
counterparts,
each
of
which
shall
be
deemed
an
original,
but
all
of which
together
shall
constitute
one
and
the
same
instrument.
Signatures
to
this
Agreement
transmitted
by
facsimile
transmission,
by
electronic
mail
in
"portable document
format"
(".pdf")
form,
or
by
any
other
electronic
means
intended
to
preserve
the
original
graphic
and
pictorial
appearance
of
a
document,
will
have
the same
effect
as
physical
delivery
of
the
paper
document
bearing
the
original
signature.
3.12
Severability
.
Whenever
possible,
each
provision
of
this
Agreement
shall
be
interpreted
in
such
manner
as
to
be
effective
and
valid
under
applicable Laws,
but
if
any
provision
or
portion
of
this
E-7
Agreement
is
held
to
be
invalid,
illegal,
or
unenforceable
in
any
respect
under
any
applicable
Laws
in
any
jurisdiction
by
any
applicable
Governmental
Authority, (a)
such
invalidity,
illegality,
or
unenforceability
shall
not
affect
the
validity,
legality,
or
enforceability
of
any
other
provision
of
this
Agreement
in
such jurisdiction
or
affect
the
validity,
legality,
or
enforceability
of
any
provision
in
any
other
jurisdiction,
(b)
such
provision
shall
be
invalid,
illegal,
or
unenforceable only
to
the
extent
strictly
required
by
such
Governmental
Authority,
(c)
to
the
extent
any
such
provision
is
deemed
to
be
invalid,
illegal,
or
unenforceable,
each Party
agrees
that
it
shall
use
its
commercially
reasonable
efforts
to
cause
such
Governmental
Authority
to
modify
such
provision
so
that
such
provision
shall
be valid,
legal,
and
enforceable
as
originally
intended
to
the
greatest
extent
possible,
and
(d)
to
the
extent
that
the
Governmental
Authority
does
not
modify
such provision,
each
of
the
Parties
agree
that
they
shall
endeavor
in
good
faith
to
exercise
or
modify
such
provision
so
that
such
provision
shall
be
valid,
legal,
and enforceable
as
originally
intended
to
the
greatest
extent
possible.
3.13
Damages
.
Anything
to
the
contrary
in
this
Agreement
notwithstanding,
in
no
event
shall
a
Party
be
liable
hereunder
for
(a)
any
remote,
exemplary, or
punitive
damages
or
(b)
any
special,
consequential,
incidental,
or
indirect
damages
or
lost
profits,
except
in
the
case
of
clause
(b),
to
the
extent
any
such damages
or
lost
profits
would
otherwise
be
recoverable
under
applicable
Law
in
an
action
for
breach
of
contract.
[
Signature
page
follows
.]
E-8
IN
WITNESS
WHEREOF,
the
undersigned
have
caused
this
Agreement
to
be
executed
as
of
the
date
first
written
above.
ENLINK
MIDSTREAM
PARTNERS,
LP
By:
EnLink
Midstream
GP,
LLC,
its
General
Partner
By:
/s/
MICHAEL
J.
GARBERDING
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
ENLINK
MIDSTREAM
GP,
LLC
By:
/s/
MICHAEL
J.
GARBERDING
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
ENLINK
MIDSTREAM,
LLC
By:
EnLink
Midstream
Manager,
LLC,
its
Managing
Member
By:
/s/
MICHAEL
J.
GARBERDING
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
ENLINK
MIDSTREAM
MANAGER,
LLC
By:
/s/
MICHAEL
J.
GARBERDING
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
[Signature
Page
to
Preferred
Restructuring
Agreement]
ENFIELD
HOLDINGS,
L.P.
By:
Enfield
Holdings
Advisors,
Inc.,
its
general
partner
By:
/s/
ADAM
FLISS
Name:
Adam
Fliss
Title:
Vice
President
TPG
VII
MANAGEMENT,
LLC
By:
/s/
ADAM
FLISS
Name:
Adam
Fliss
Title:
Vice
President
WSIP
EGYPT
HOLDINGS,
LP
By:
Broad
Street
Infrastructure
Advisors
III,
L.L.C.,
its
General
Partner
By:
/s/
SCOTT
LEBOVITZ
Name:
Scott
Lebovitz
Title:
Vice
President
WSEP
EGYPT
HOLDINGS,
LP
By:
Broad
Street
Energy
Advisors
AIV-1,
L.L.C.
its
General
Partner
By:
/s/
SCOTT
LEBOVITZ
Name:
Scott
Lebovitz
Title:
Vice
President
[Signature
Page
to
Preferred
Restructuring
Agreement]
Exhibit
A
Form
of
Amended
Partnership
Agreement
(See
attached.)
TENTH
AMENDED
AND
RESTATED
AGREEMENT
OF
LIMITED
PARTNERSHIP
OF
ENLINK
MIDSTREAM
PARTNERS,
LP
ARTICLE
I
DEFINITIONS
SECTION
1.1 DEFINITIONS SECTION
1.2
CONSTRUCTION
TABLE
OF
CONTENTS
ARTICLE
II
ORGANIZATION
SECTION
2.1 FORMATION SECTION
2.2
NAME SECTION
2.3
REGISTERED
OFFICE;
REGISTERED
AGENT;
PRINCIPAL
OFFICE;
OTHER
OFFICES SECTION
2.4
PURPOSE
AND
BUSINESS SECTION
2.5
POWERS SECTION
2.6
POWER
OF
ATTORNEY SECTION
2.7
TERM SECTION
2.8
TITLE
TO
PARTNERSHIP
ASSETS
ARTICLE
III
RIGHTS
OF
LIMITED
PARTNERS
SECTION
3.1 LIMITATION
OF
LIABILITY SECTION
3.2
MANAGEMENT
OF
BUSINESS SECTION
3.3
OUTSIDE
ACTIVITIES
OF
THE
LIMITED
PARTNERS SECTION
3.4
RIGHTS
OF
LIMITED
PARTNERS
ARTICLE
IV
CERTIFICATES;
RECORD
HOLDERS;
TRANSFER
OF
PARTNERSHIP
INTERESTS; REDEMPTION
OF
PARTNERSHIP
INTERESTS
SECTION
4.1 CERTIFICATES SECTION
4.2
MUTILATED,
DESTROYED,
LOST,
OR
STOLEN
CERTIFICATES SECTION
4.3
RECORD
HOLDERS SECTION
4.4
TRANSFER
GENERALLY SECTION
4.5
REGISTRATION
AND
TRANSFER
OF
LIMITED
PARTNER
INTERESTS SECTION
4.6
TRANSFER
OF
THE
GENERAL
PARTNER'S
GENERAL
PARTNER
INTEREST SECTION
4.7
[RESERVED.] SECTION
4.8
RESTRICTIONS
ON
TRANSFERS SECTION
4.9
CITIZENSHIP
CERTIFICATES;
NON-CITIZEN
ASSIGNEES SECTION
4.10
REDEMPTION
OF
PARTNERSHIP
INTERESTS
OF
NON-CITIZEN
ASSIGNEES
ARTICLE
V
CAPITAL
CONTRIBUTIONS
AND
ISSUANCE
OF
PARTNERSHIP
INTERESTS
SECTION
5.1 [RESERVED.] SECTION
5.2
INTEREST
AND
WITHDRAWAL SECTION
5.3
CAPITAL
ACCOUNTS SECTION
5.4
ISSUANCES
OF
ADDITIONAL
PARTNERSHIP
SECURITIES SECTION
5.5
LIMITED
PREEMPTIVE
RIGHT SECTION
5.6
SPLITS
AND
COMBINATIONS SECTION
5.7
FULLY
PAID
AND
NON-ASSESSABLE
NATURE
OF
LIMITED
PARTNER
INTERESTS SECTION
5.8
[RESERVED] SECTION
5.9
[RESERVED] SECTION
5.10
ESTABLISHMENT
OF
SERIES
B
PREFERRED
UNITS SECTION
5.11
ESTABLISHMENT
OF
SERIES
C
PREFERRED
UNITS
1
1
16
17
17
18
18
18
19
19
20
20
21
21
21
21
21
22
22
22
23
23
23
24
25
25
25
26
27
27
27
27
30
31
31
32
32
32
32
41
ARTICLE
VI
ALLOCATIONS
AND
DISTRIBUTIONS
49
SECTION
6.1 ALLOCATIONS
FOR
CAPITAL
ACCOUNT
PURPOSES
49
SECTION
6.2
ALLOCATIONS
FOR
TAX
PURPOSES
53
SECTION
6.3
REQUIREMENT
AND
CHARACTERIZATION
OF
DISTRIBUTIONS;
DISTRIBUTIONS
TO
RECORD
HOLDERS
55
SECTION
6.4
DISTRIBUTIONS
OF
AVAILABLE
CASH
56
SECTION
6.5
[RESERVED.]
56
SECTION
6.6
[RESERVED.]
56
SECTION
6.7
[RESERVED.]
56
SECTION
6.8
[RESERVED.]
56
SECTION
6.9
[RESERVED.]
56
SECTION
6.10
SPECIAL
PROVISIONS
RELATING
TO
SERIES
C
UNITHOLDERS
56
ARTICLE
VII
MANAGEMENT
AND
OPERATION
OF
BUSINESS
56
SECTION
7.1 MANAGEMENT
56
SECTION
7.2
CERTIFICATE
OF
LIMITED
PARTNERSHIP
58
SECTION
7.3
RESTRICTIONS
ON
THE
GENERAL
PARTNER'S
AUTHORITY
58
SECTION
7.4
REIMBURSEMENT
OF
THE
GENERAL
PARTNER
59
SECTION
7.5
OUTSIDE
ACTIVITIES
60
SECTION
7.6
LOANS
FROM
THE
GENERAL
PARTNER;
LOANS
OR
CONTRIBUTIONS
FROM
THE
PARTNERSHIP;
CONTRACTS
WITH
AFFILIATES;
CERTAIN
RESTRICTIONS
ON
THE
GENERAL
PARTNER
61
SECTION
7.7
INDEMNIFICATION
62
SECTION
7.8
LIABILITY
OF
INDEMNITEES
63
SECTION
7.9
RESOLUTION
OF
CONFLICTS
OF
INTEREST
64
SECTION
7.10
OTHER
MATTERS
CONCERNING
THE
GENERAL
PARTNER
65
SECTION
7.11
PURCHASE
OR
SALE
OF
PARTNERSHIP
SECURITIES
66
SECTION
7.12
[RESERVED]
66
SECTION
7.13
RELIANCE
BY
THIRD
PARTIES
66
ARTICLE
VIII
BOOKS,
RECORDS,
ACCOUNTING,
AND
REPORTS
SECTION
8.1 RECORDS
AND
ACCOUNTING SECTION
8.2
FISCAL
YEAR SECTION
8.3
REPORTS
66
66
67
67
ARTICLE
IX
TAX
MATTERS
SECTION
9.1 TAX
RETURNS
AND
INFORMATION SECTION
9.2
TAX
ELECTIONS SECTION
9.3
TAX
CONTROVERSIES SECTION
9.4
WITHHOLDING
67
67
67
68
68
ARTICLE
X
ADMISSION
OF
PARTNERS
SECTION
10.1 ADMISSION
OF
SUBSTITUTED
LIMITED
PARTNER SECTION
10.2
ADMISSION
OF
SUCCESSOR
GENERAL
PARTNER SECTION
10.3
ADMISSION
OF
ADDITIONAL
LIMITED
PARTNERS SECTION
10.4
AMENDMENT
OF
AGREEMENT
AND
CERTIFICATE
OF
LIMITED
PARTNERSHIP
ii
69
69
70
70
70
ARTICLE
XI
WITHDRAWAL
OR
REMOVAL
OF
PARTNERS
SECTION
11.1
WITHDRAWAL
OF
THE
GENERAL
PARTNER
SECTION
11.2
REMOVAL
OF
THE
GENERAL
PARTNER
SECTION
11.3
INTEREST
OF
DEPARTING
PARTNER
AND
SUCCESSOR
GENERAL
PARTNER
SECTION
11.4
WITHDRAWAL
OF
LIMITED
PARTNERS
ARTICLE
XII
DISSOLUTION
AND
LIQUIDATION
SECTION
12.1
DISSOLUTION
SECTION
12.2
CONTINUATION
OF
THE
BUSINESS
OF
THE
PARTNERSHIP
AFTER
DISSOLUTION
SECTION
12.3
LIQUIDATOR
SECTION
12.4
LIQUIDATION
SECTION
12.5
CANCELLATION
OF
CERTIFICATE
OF
LIMITED
PARTNERSHIP
SECTION
12.6
RETURN
OF
CONTRIBUTIONS
SECTION
12.7
WAIVER
OF
PARTITION
SECTION
12.8
CAPITAL
ACCOUNT
RESTORATION
ARTICLE
XIII
AMENDMENT
OF
PARTNERSHIP
AGREEMENT;
MEETINGS;
RECORD
DATE
SECTION
13.1
AMENDMENT
TO
BE
ADOPTED
SOLELY
BY
THE
GENERAL
PARTNER
SECTION
13.2
AMENDMENT
PROCEDURES
SECTION
13.3
AMENDMENT
REQUIREMENTS
SECTION
13.4
SPECIAL
MEETINGS
SECTION
13.5
NOTICE
OF
A
MEETING
SECTION
13.6
RECORD
DATE
SECTION
13.7
ADJOURNMENT
SECTION
13.8
WAIVER
OF
NOTICE;
APPROVAL
OF
MEETING;
APPROVAL
OF
MINUTES
SECTION
13.9
QUORUM
SECTION
13.10
CONDUCT
OF
A
MEETING
SECTION
13.11
ACTION
WITHOUT
A
MEETING
SECTION
13.12
VOTING
AND
OTHER
RIGHTS
ARTICLE
XIV
MERGER
SECTION
14.1
AUTHORITY
SECTION
14.2
PROCEDURE
FOR
MERGER
OR
CONSOLIDATION
SECTION
14.3
APPROVAL
BY
LIMITED
PARTNERS
OF
MERGER
OR
CONSOLIDATION
SECTION
14.4
CERTIFICATE
OF
MERGER
SECTION
14.5
EFFECT
OF
MERGER
ARTICLE
XV
RIGHT
TO
ACQUIRE
LIMITED
PARTNER
INTERESTS
SECTION
15.1
RIGHT
TO
ACQUIRE
LIMITED
PARTNER
INTERESTS
ARTICLE
XVI
GENERAL
PROVISIONS
SECTION
16.1 SECTION
16.2 SECTION
16.3
ADDRESSES
AND
NOTICES
FURTHER
ACTION
BINDING
EFFECT
iii
70
70
72
72
73
73
73
74
74
75
76
76
76
76
76
76
77
78
78
79
79
79
79
79
80
80
81
81
81
81
82
83
83
83
83
85
85
85
86
SECTION
16.4 SECTION
16.5 SECTION
16.6 SECTION
16.7 SECTION
16.8 SECTION
16.9 SECTION
16.10
INTEGRATION
CREDITORS
WAIVER
COUNTERPARTS
APPLICABLE
LAW
INVALIDITY
OF
PROVISIONS
CONSENT
OF
PARTNERS
iv
86
86
86
86
86
86
86
TENTH
AMENDED
AND
RESTATED
AGREEMENT
OF
LIMITED
PARTNERSHIP
OF
ENLINK
MIDSTREAM
PARTNERS,
LP
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:
ARTICLE
I
DEFINITIONS
Section
1.1
Definitions.
The
following
definitions
shall
be
for
all
purposes,
unless
otherwise
clearly
indicated
to
the
contrary,
applied
to
the
terms
used
in
this
Agreement.
"
Additional
Limited
Partner
"
means
a
Person
admitted
to
the
Partnership
as
a
Limited
Partner
pursuant
to
Section
10.3
and
who
is
shown
as
such
on
the books
and
records
of
the
Partnership.
"
Adjusted
Capital
Account
"
of
a
Partner
means
the
Capital
Account
maintained
for
such
Partner
adjusted
as
provided
herein.
The
balance
of
an
Adjusted Capital
Account
at
any
time
is
the
balance
of
the
Capital
Account
at
such
time
(a)
increased
by
any
amounts
that
such
Partner
is
obligated
at
such
time
to
restore under
the
standards
set
by
Treasury
Regulation
Section
1.704-1(b)(2)(ii)(c)
(or
is
deemed
obligated
to
restore
under
Treasury
Regulation
Sections
1.704-2(g)
and 1.704-2(i)(5))
and
(b)
decreased
by
(i)
the
amount
of
losses
and
deductions
that
are
reasonably
expected
at
such
time
to
be
allocated
to
such
Partner
in
subsequent taxable
periods
of
the
Partnership
under
Sections
704(e)(2)
and
706(d)
of
the
Code
and
Treasury
Regulation
Section
1.751-1(b)(2)(ii),
and
(ii)
the
amount
of
all distributions
that
are
reasonably
expected
at
such
time
to
be
made
to
such
Partner
in
subsequent
taxable
periods
to
the
extent
they
exceed
offsetting
increases
to such
Partner's
Capital
Account
that
are
reasonably
expected
to
occur
during
(or
prior
to)
the
taxable
period
in
which
such
distributions
are
reasonably
expected
to be
made
(other
than
increases
as
a
result
of
a
minimum
gain
chargeback
pursuant
to
Section
6.1(d)(i)
or
6.1(d)(ii)).
The
foregoing
definition
of
Adjusted
Capital Account
is
intended
to
comply
with
the
provisions
of
Treasury
Regulation
Section
1.704-1(b)(2)(ii)(d)
and
shall
be
interpreted
consistently
therewith.
The "Adjusted
Capital
Account"
in
respect
of
a
General
Partner
Interest,
a
Common
Unit,
a
Series
B
Preferred
Unit,
a
Series
C
Preferred
Unit,
or
any
other
Partnership Interest
shall
be
the
amount
which
the
Adjusted
Capital
Account
of
a
Partner
would
be
if
such
Partnership
Interest
were
the
only
interest
in
the
Partnership
held
by that
Partner
from
and
after
the
date
on
which
such
Partnership
Interest
was
first
issued.
"
Adjusted
Series
B
Issue
Price
"
means
$14.625
per
Series
B
Preferred
Unit.
"
Affiliate
"
means,
with
respect
to
any
Person,
any
other
Person
that
directly
or
indirectly
through
one
or
more
intermediaries
controls,
is
controlled
by
or
is under
common
control
with,
the
Person
in
question.
As
used
herein,
the
term
"control"
means
the
possession,
direct
or
indirect,
of
the
power
to
direct
or
cause
the direction
of
the
management
and
policies
of
a
Person,
whether
through
ownership
of
voting
securities,
by
contract,
or
otherwise.
"
Agreed
Allocation
"
means
any
allocation,
other
than
a
Required
Allocation,
of
an
item
of
income,
gain,
loss,
or
deduction
pursuant
to
the
provisions
of Section
6.1.
"
Agreed
Value
"
of
any
item
of
property
means
the
fair
market
value
of
such
item
of
property
as
determined
by
the
General
Partner
using
such
reasonable method
of
valuation
as
it
may
adopt.
The
General
Partner
shall,
in
its
discretion,
use
such
method
as
it
deems
reasonable
and
appropriate
to
1
allocate
the
aggregate
Agreed
Value
of
one
or
more
properties
that
are
contributed
to
the
Partnership
in
a
single
or
integrated
transaction
among
each
separate property
on
a
basis
proportional
to
the
fair
market
value
of
each
such
item
of
property.
"
Agreement
"
means
this
Tenth
Amended
and
Restated
Agreement
of
Limited
Partnership
of
EnLink
Midstream
Partners,
LP,
as
it
may
be
amended, supplemented,
or
restated
from
time
to
time.
"
Applicable
Period
"
means,
with
respect
to
determining
the
amount
of
Available
Cash
for
distribution
to
(a)
the
Unitholders,
any
Quarter,
month,
or
other period,
as
applicable,
ending
prior
to
the
Liquidation
Date
as
determined
by
the
General
Partner,
provided
that,
with
respect
to
any
distribution
made
during
any such
other
period,
the
Partnership
shall
make
appropriate
provision
to
pay
the
Series
B
Quarterly
Distribution
for
the
Quarter
in
which
such
other
period
is
within, and
(b)
the
holders
of
Series
B
Preferred
Units
or
Series
C
Preferred
Units,
any
Quarter
ending
prior
to
the
Liquidation
Date.
"
Arrears
"
means
that
the
full
cumulative
Series
C
Distributions
through
the
most
recent
Series
C
Distribution
Payment
Date
have
not
been
paid
on
all Outstanding
Series
C
Preferred
Units.
"
Assignee
"
means
a
Non-citizen
Assignee
or
a
Person
to
whom
one
or
more
Limited
Partner
Interests
have
been
transferred
in
a
manner
permitted
under
this Agreement
and
who
has
executed
and
delivered
a
Transfer
Application
as
required
by
this
Agreement,
but
who
has
not
been
admitted
as
a
Substituted
Limited Partner.
"
Associate
"
means,
when
used
to
indicate
a
relationship
with
any
Person,
(a)
any
corporation
or
organization
of
which
such
Person
is
a
director,
officer
or partner
or
is,
directly
or
indirectly,
the
owner
of
20%
or
more
of
any
class
of
voting
stock
or
other
voting
interest;
(b)
any
trust
or
other
estate
in
which
such
Person has
at
least
a
20%
beneficial
interest
or
as
to
which
such
Person
serves
as
trustee
or
in
a
similar
fiduciary
capacity;
and
(c)
any
relative
or
spouse
of
such
Person,
or any
relative
of
such
spouse,
who
has
the
same
principal
residence
as
such
Person.
"
Available
Cash
"
means,
with
respect
to
any
Applicable
Period
ending
prior
to
the
Liquidation
Date:
(a)
the
sum
of
(i)
all
cash
and
cash
equivalents
of
the
Partnership
Group
on
hand
at
the
end
of
such
Applicable
Period,
and
(ii)
all
additional
cash
and cash
equivalents
of
the
Partnership
Group
on
hand
on
the
date
of
determination
of
Available
Cash
with
respect
to
such
Applicable
Period
resulting
from Working
Capital
Borrowings
made
subsequent
to
the
end
of
such
Applicable
Period,
less
(b)
the
amount
of
any
cash
reserves
that
are
necessary
or
appropriate
in
the
reasonable
discretion
of
the
General
Partner
to
(i)
provide
for
the
proper conduct
of
the
business
of
the
Partnership
Group
(including
reserves
for
future
capital
expenditures
and
for
anticipated
future
credit
needs
of
the Partnership
Group)
subsequent
to
such
Applicable
Period,
(ii)
comply
with
applicable
law
or
any
loan
agreement,
security
agreement,
mortgage,
debt instrument,
or
other
agreement
or
obligation
to
which
any
Group
Member
is
a
party
or
by
which
it
is
bound
or
its
assets
are
subject,
(iii)
provide
funds
for Series
C
Distributions,
and
(iv)
provide
funds
for
further
distributions;
provided,
however
,
that
disbursements
made
by
a
Group
Member
or
cash
reserves established,
increased
or
reduced
after
the
end
of
such
Applicable
Period
but
on
or
before
the
date
of
determination
of
Available
Cash
with
respect
to
such Applicable
Period
shall
be
deemed
to
have
been
made,
established,
increased,
or
reduced,
for
purposes
of
determining
Available
Cash,
within
such Applicable
Period
if
the
General
Partner
so
determines.
Notwithstanding
the
foregoing,
"
Available
Cash
"
with
respect
to
the
Quarter
in
which
the
Liquidation
Date
occurs
and
any
subsequent
Quarter
shall
equal zero.
"
BBA
"
has
the
meaning
assigned
to
such
term
in
Section
9.3(a).
2
"
Beneficial
Owner
"
has
the
meaning
assigned
to
such
term
in
Rule
13d-3
and
Rule
13d-5
under
the
Exchange
Act,
except
that,
in
calculating
the
beneficial ownership
of
any
particular
"person"
(as
that
term
is
used
in
Section
13(d)(3)
of
the
Exchange
Act),
such
"person"
will
be
deemed
to
have
beneficial
ownership
of all
securities
that
such
"person"
has
the
right
to
acquire
by
conversion
or
exercise
of
other
securities,
whether
such
right
is
currently
exercisable
or
is
exercisable only
after
the
passage
of
time.
The
terms
"
Beneficially
Owns
"
and
"
Beneficially
Owned
"
have
a
corresponding
meaning.
"
Business
Day
"
means
Monday
through
Friday
of
each
week,
except
that
a
legal
holiday
recognized
as
such
by
the
government
of
the
United
States
of America
or
the
States
of
Texas
or
New
York
shall
not
be
regarded
as
a
Business
Day.
"
Calculation
Agent
"
means
Wells
Fargo
Bank,
National
Association,
acting
in
its
capacity
as
calculation
agent
for
the
Series
C
Preferred
Units,
and
its successors
and
assigns
or
any
other
calculation
agent
appointed
by
the
General
Partner.
"
Capital
Account
"
of
a
Partner
is
maintained
as
provided
in
Section
5.3.
The
"
Capital
Account
"
in
respect
of
a
General
Partner
Interest,
a
Common
Unit,
a Series
B
Preferred
Unit,
a
Series
C
Preferred
Unit,
or
other
Partnership
Interest
is
the
Capital
Account
that
would
be
maintained
if
such
Partnership
Interest
were the
only
interest
in
the
Partnership
held
by
a
Partner
from
and
after
the
date
on
which
such
Partnership
Interest
was
first
issued.
"
Capital
Contribution
"
means
any
cash,
cash
equivalents
or
the
Net
Agreed
Value
of
Contributed
Property
that
a
Partner
contributes
to
the
Partnership pursuant
to
this
Agreement
or
the
Contribution
Agreements.
"
Capital
Stock
"
means:
(i)
in
the
case
of
a
corporation,
corporate
stock;
(ii)
in
the
case
of
an
association
or
business
entity,
any
and
all
shares,
interests, participations,
rights,
or
other
equivalents
(however
designated)
of
corporate
stock;
(iii)
in
the
case
of
a
partnership
or
limited
liability
company,
partnership interests
(whether
general
or
limited),
or
membership
interests;
and
(iv)
any
other
equity
interest
or
participation
in
an
entity
that
confers
on
a
Person
the
right
to receive
a
share
of
the
profits
and
losses
of,
or
distributions
of
assets
of,
the
issuing
Person.
"
Carrying
Value
"
of
an
item
of
Partnership
property
immediately
after
the
Closing
Date
is
the
fair
market
value
of
such
item
of
Partnership
property
as determined
by
the
General
Partner
using
such
reasonable
method
of
valuation
as
it
may
adopt.
For
purposes
hereof,
the
Partnership
shall
be
treated
as
owning directly
its
share
(as
determined
by
the
General
Partner)
of
all
property
owned
by
the
Operating
Partnership
or
any
other
Subsidiary
that
is
classified
as
a partnership
or
is
disregarded
for
federal
income
tax
purposes.
The
Carrying
Value
of
any
item
of
Partnership
property
shall
be
adjusted
from
time
to
time
as provided
in
Section
5.3(b)
and
Section
5.3(d).
The
Carrying
Value
of
an
item
of
property
that
is
acquired
by
the
Partnership
after
the
Closing
Date
shall
be
the amount
that
would
be
the
adjusted
basis
for
federal
income
tax
purposes
of
such
property
in
the
hands
of
the
Partnership
immediately
after
its
acquisition
if
the adjusted
basis
for
federal
income
tax
purposes
of
each
asset
of
the
Partnership
at
that
time
were
equal
to
its
Carrying
Value
at
that
time.
"
Cause
"
means
a
court
of
competent
jurisdiction
has
entered
a
final,
non-appealable
judgment
finding
the
General
Partner
liable
for
actual
fraud,
gross negligence,
or
willful
or
wanton
misconduct
in
its
capacity
as
a
general
partner
of
the
Partnership.
"
Certificate
"
means
a
certificate
(i)
substantially
in
the
form
of
Exhibit
A
to
this
Agreement,
(ii)
issued
in
global
form
in
accordance
with
the
rules
and regulations
of
the
Depositary
or
(iii)
in
such
other
form
as
may
be
adopted
by
the
General
Partner
in
its
discretion,
issued
by
the
Partnership
evidencing
ownership of
one
or
more
Common
Units
or
a
certificate,
in
such
form
as
may
be
adopted
by
the
General
Partner
in
its
discretion,
issued
by
the
Partnership
evidencing ownership
of
one
or
more
other
Partnership
Securities.
3
"
Certificate
of
Limited
Partnership
"
means
the
Certificate
of
Limited
Partnership
of
the
Partnership
filed
with
the
Secretary
of
State
of
the
State
of
Delaware as
referenced
in
Section
2.1,
as
such
Certificate
of
Limited
Partnership
may
be
amended,
supplemented,
or
restated
from
time
to
time.
"
Citizenship
Certification
"
means
a
properly
completed
certificate
in
such
form
as
may
be
specified
by
the
General
Partner
by
which
an
Assignee
or
a Limited
Partner
certifies
that
he
(and
if
he
is
a
nominee
holding
for
the
account
of
another
Person,
that
to
the
best
of
his
knowledge
such
other
Person)
is
an Eligible
Citizen.
"
Closing
Contribution
Agreement
"
means
that
certain
Contribution,
Conveyance
and
Assumption
Agreement,
dated
as
of
the
Closing
Date,
among
the General
Partner,
the
Partnership,
the
Operating
Partnership,
EnLink
Midstream,
Inc.,
and
certain
other
parties,
together
with
the
additional
conveyance
documents and
instruments
contemplated
or
referenced
thereunder.
"
Closing
Date
"
means
the
first
date
on
which
Common
Units
are
sold
by
the
Partnership
to
the
Underwriters
pursuant
to
the
provisions
of
the
Underwriting Agreement.
"
Closing
Price
"
has
the
meaning
assigned
to
such
term
in
Section
15.1(a).
"
Code
"
means
the
Internal
Revenue
Code
of
1986,
as
amended
and
in
effect
from
time
to
time.
Any
reference
herein
to
a
specific
section
or
sections
of
the Code
shall
be
deemed
to
include
a
reference
to
any
corresponding
provision
of
any
successor
law.
"
Combined
Interest
"
has
the
meaning
assigned
to
such
term
in
Section
11.3(a).
"
Commission
"
means
the
United
States
Securities
and
Exchange
Commission.
"
Common
Unit
"
means
a
Partnership
Security
representing
a
fractional
part
of
the
Partnership
Interests
of
all
Limited
Partners
and
Assignees,
and
having
the rights
and
obligations
specified
with
respect
to
Common
Units
in
this
Agreement.
The
term
"Common
Unit"
does
not
include
(i)
a
Series
B
Preferred
Unit
or
(ii)
a Series
C
Preferred
Unit.
"
Common
Unit
Exchange
Ratio
"
means
1.15
(1)
.
"
Conflicts
Committee
"
means
a
committee
of
the
Board
of
Directors
of
the
General
Partner
composed
entirely
of
two
or
more
directors
who
are
not (a)
security
holders,
officers,
or
employees
of
the
General
Partner,
(b)
officers,
directors,
or
employees
of
any
Affiliate
of
the
General
Partner,
or
(c)
holders
of
any ownership
interest
in
the
Partnership
Group
other
than
Common
Units
and
who
also
meet
the
independence
standards
required
of
directors
who
serve
on
an
audit committee
of
a
board
of
directors
established
by
the
National
Securities
Exchange
on
which
the
Common
Units
are
listed
for
trading.
"
Contributed
Property
"
means
each
property
or
other
asset,
in
such
form
as
may
be
permitted
by
the
Delaware
Act,
but
excluding
cash,
contributed
to
the Partnership.
"
Contribution
Agreements
"
means,
collectively,
the
First
Contribution
Agreement,
the
Closing
Contribution
Agreement,
and
the
2013
Contribution Agreement.
"
Credit
Agreement
"
means
the
Credit
Agreement
dated
as
of
February
20,
2014,
among
the
Partnership,
as
borrower,
the
lenders
party
thereto
from
time
to time,
and
Bank
of
America,
N.A.,
as
administrative
agent
for
the
lenders,
as
such
agreement
was
in
effect
on
the
Series
B
Issuance
Date
(it
being
understood
that, although
the
Credit
Agreement
has
been
amended
or
terminated,
or
may
be
amended
or
terminated
at
any
time
by
the
Partnership
in
the
sole
discretion
of
the General
Partner,
this
Agreement
refers
to
the
definitions
of
such
Credit
Agreement
as
in
effect
on
the
Series
B
Issuance
Date).
(1) To
be
adjusted
to
the
extent
the
Exchange
Ratio
(as
defined
in
the
Merger
Agreement)
is
adjusted
prior
to
Closing.
4
"
Curative
Allocation
"
means
any
allocation
of
an
item
of
income,
gain,
deduction,
loss,
or
credit
pursuant
to
Section
6.1(d)(ix).
"
Current
Market
Price
"
has
the
meaning
assigned
to
such
term
in
Section
15.1(a).
"
Delaware
Act
"
means
the
Delaware
Revised
Uniform
Limited
Partnership
Act,
6
Del
C.
Section
17-101,
et
seq.,
as
amended,
supplemented,
or
restated from
time
to
time,
and
any
successor
to
such
statute.
"
Departing
Partner
"
means
a
former
General
Partner
from
and
after
the
effective
date
of
any
withdrawal
or
removal
of
such
former
General
Partner
pursuant to
Section
11.1
or
11.2.
"
Depositary
"
means,
with
respect
to
any
Units
issued
in
global
form,
The
Depository
Trust
Company
and
its
successors
and
permitted
assigns.
"
Economic
Risk
of
Loss
"
has
the
meaning
set
forth
in
Treasury
Regulation
Section
1.752-2(a).
"
Eighth
Amended
and
Restated
Agreement
"
has
the
meaning
assigned
to
such
term
in
Section
2.1.
"
Eligible
Citizen
"
means
a
Person
qualified
to
own
interests
in
real
property
in
jurisdictions
in
which
any
Group
Member
does
business
or
proposes
to
do business
from
time
to
time,
and
whose
status
as
a
Limited
Partner
or
Assignee
does
not
or
would
not
subject
such
Group
Member
to
a
significant
risk
of cancellation
or
forfeiture
of
any
of
its
properties
or
any
interest
therein.
"
Eligible
Series
B
Unitholder
"
means
a
Series
B
Unitholder
holding
a
number
of
Series
B
Preferred
Units
with
a
value
that
is
equal
to
or
more
than $200
million
calculated
by
multiplying
the
number
of
Series
B
Preferred
Units
being
transferred
by
the
Series
B
Issue
Price.
"
ENLC
"
means
EnLink
Midstream,
LLC,
a
Delaware
limited
liability
company,
and
any
successors
thereto.
"
ENLC
Class
C
Common
Unit
"
means
a
"Class
C
Common
Unit"
as
such
term
is
defined
in
the
ENLC
Operating
Agreement.
"
ENLC
Common
Unit
"
means
a
"Common
Unit"
as
such
term
is
defined
in
the
ENLC
Operating
Agreement.
"
ENLC
Manager
"
means
EnLink
Midstream
Manager,
LLC,
a
Delaware
limited
liability
company
and
the
managing
member
of
ENLC,
and
its
successors and
permitted
assigns
as
the
managing
member
of
ENLC,
as
set
forth
in
the
ENLC
Operating
Agreement.
"
ENLC
Merger
Agreement
"
means
the
Agreement
and
Plan
of
Merger,
dated
as
of
October
21,
2018,
among
ENLC
Manager,
ENLC,
NOLA
Merger Sub,
LLC,
a
Delaware
limited
liability
company,
the
General
Partner,
and
the
Partnership.
"
ENLC
Operating
Agreement
"
means
the
Second
Amended
and
Restated
Operating
Agreement
of
EnLink
Midstream,
LLC,
as
it
may
be
amended, supplemented,
or
restated
from
time
to
time.
"
ENLC
Unit
Majority
"
means
"Unit
Majority"
as
defined
in
the
ENLC
Operating
Agreement.
"
EnLink
Midstream,
Inc.
"
means
EnLink
Midstream,
Inc.,
a
Delaware
corporation.
"
Event
of
Withdrawal
"
has
the
meaning
assigned
to
such
term
in
Section
11.1(a).
"
Exchange
Act
"
shall
mean
the
Securities
Exchange
Act
of
1934,
as
amended.
"
First
Contribution
Agreement
"
means
that
certain
Contribution,
Conveyance
and
Assumption
Agreement,
dated
as
of
November
27,
2002,
among
the General
Partner,
the
Partnership,
the
Operating
Partnership,
EnLink
Midstream,
Inc.,
and
certain
other
parties,
together
with
the
additional
conveyance
documents and
instruments
contemplated
or
referenced
thereunder.
5
"
General
Partner
"
means
EnLink
Midstream
GP,
LLC
and
its
successors
and
permitted
assigns
as
general
partner
of
the
Partnership.
"
General
Partner
Interest
"
means
the
ownership
interest
of
the
General
Partner
in
the
Partnership
(in
its
capacity
as
a
general
partner
without
reference
to any
Limited
Partner
Interest
held
by
it),
which
may
be
evidenced
by
Partnership
Securities
or
a
combination
thereof
or
interest
therein,
and
includes
any
and
all benefits
to
which
the
General
Partner
is
entitled
as
provided
in
this
Agreement,
together
with
all
obligations
of
the
General
Partner
to
comply
with
the
terms
and provisions
of
this
Agreement.
"
GIP
Stetson
I
"
means
GIP
III
Stetson
I,
L.P.,
a
Delaware
limited
partnership,
and
any
successors
thereto.
"
GIP
Stetson
II
"
means
GIP
III
Stetson
II,
L.P.,
a
Delaware
limited
partnership,
and
any
successors
thereto.
"
Gross
Income
Allocation
Cap
"
means
an
amount
of
gross
income
equal
to
100%
of
the
aggregate
amount
of
Net
Income
of
the
Partnership
for
the
current taxable
period
or
portion
thereof.
"
Group
"
means
a
Person
that
with
or
through
any
of
its
Affiliates
or
Associates
has
any
agreement,
arrangement,
or
understanding
for
the
purpose
of acquiring,
holding,
voting
(except
voting
pursuant
to
a
revocable
proxy
or
consent
given
to
such
Person
in
response
to
a
proxy
or
consent
solicitation
made
to
10
or more
Persons)
or
disposing
of
any
Partnership
Securities
with
any
other
Person
that
beneficially
owns,
or
whose
Affiliates
or
Associates
beneficially
own,
directly or
indirectly,
Partnership
Securities.
"
Group
Member
"
means
a
member
of
the
Partnership
Group.
"
Imputed
Underpayment
"
has
the
meaning
assigned
to
such
term
in
Section
9.4(a).
"
Indemnitee
"
means
(a)
the
General
Partner,
(b)
any
Departing
Partner,
(c)
any
Person
who
is
or
was
an
Affiliate
of
the
General
Partner
or
any
Departing Partner,
(d)
any
Person
who
is
or
was
a
member,
partner,
officer,
director,
employee,
agent,
fiduciary,
or
trustee
of
any
Group
Member,
the
General
Partner,
or
any Departing
Partner
or
any
Affiliate
of
any
Group
Member,
the
General
Partner
or
any
Departing
Partner,
and
(e)
any
Person
who
is
or
was
serving
at
the
request
of the
General
Partner
or
any
Departing
Partner
or
any
Affiliate
of
the
General
Partner
or
any
Departing
Partner
as
an
officer,
director,
employee,
member,
partner, agent,
fiduciary,
or
trustee
of
another
Person;
provided
,
that
a
Person
shall
not
be
an
Indemnitee
by
reason
of
providing,
on
a
fee-for-services
basis,
trustee, fiduciary,
or
custodial
services.
"
Initial
Limited
Partners
"
has
the
meaning
assigned
to
such
term
in
Section
1.1
of
the
Original
Agreement.
"
Initial
Offering
"
means
the
initial
offering
and
sale
of
Common
Units
to
the
public,
as
described
in
the
Registration
Statement.
"
Limited
Partner
"
means,
unless
the
context
otherwise
requires,
(a)
the
Organizational
Limited
Partner
prior
to
its
withdrawal
from
the
Partnership,
each Initial
Limited
Partner,
each
Substituted
Limited
Partner,
each
Additional
Limited
Partner,
and
any
Departing
Partner
upon
the
change
of
its
status
from
General Partner
to
Limited
Partner
pursuant
to
Section
11.3
or
(b)
solely
for
purposes
of
Articles
V,
VI,
VII,
and
IX,
each
Assignee;
provided,
however
,
that
when
the
term "Limited
Partner"
is
used
herein
in
the
context
of
any
vote
or
other
approval,
including
without
limitation
Articles
XIII
(other
than
Sections
13.3(b)
and
(c),
13.4, 13.5,
13.6,
13.8,
13.9,
13.10,
13.11,
13.12(b)
and
(c))
and
XIV,
such
term
shall
not,
solely
for
such
purpose,
include
a
Series
C
Unitholder
with
respect
to
its Series
C
Preferred
Units.
"
Limited
Partner
Interest
"
means
the
ownership
interest
of
a
Limited
Partner
or
Assignee
in
the
Partnership,
which
may
be
evidenced
by
Common
Units, Series
B
Preferred
Units,
Series
C
Preferred
6
Units,
or
other
Partnership
Securities
or
a
combination
thereof
or
interest
therein,
and
includes
any
and
all
benefits
to
which
such
Limited
Partner
or
Assignee
is entitled
as
provided
in
this
Agreement,
together
with
all
obligations
of
such
Limited
Partner
or
Assignee
to
comply
with
the
terms
and
provisions
of
this Agreement;
provided,
however
,
that
when
the
term
"Limited
Partner
Interest"
is
used
herein
in
the
context
of
any
vote
or
other
approval,
including
without limitation
Articles
XIII
(other
than
Sections
13.3(c),
13.4,
13.5,
13.6,
13.8,
13.9,
13.10,
13.11,
13.12(b)
and
(c))
and
XIV,
such
term
shall
not,
solely
for
such purpose,
include
a
Series
C
Unitholder
with
respect
to
its
Series
C
Preferred
Units.
"
Liquidation
Date
"
means
(a)
in
the
case
of
an
event
giving
rise
to
the
dissolution
of
the
Partnership
of
the
type
described
in
clauses
(a)
and
(b)
of
the
first sentence
of
Section
12.2,
the
date
on
which
the
applicable
time
period
during
which
the
holders
of
Outstanding
Units
have
the
right
to
elect
to
reconstitute
the Partnership
and
continue
its
business
has
expired
without
such
an
election
being
made,
and
(b)
in
the
case
of
any
other
event
giving
rise
to
the
dissolution
of
the Partnership,
the
date
on
which
such
event
occurs.
"
Liquidator
"
means
one
or
more
Persons
selected
by
the
General
Partner
to
perform
the
functions
described
in
Section
12.3
as
liquidating
trustee
of
the Partnership
within
the
meaning
of
the
Delaware
Act.
"
London
Business
Day
"
means
any
day
on
which
dealings
in
deposits
in
U.S.
dollars
are
transacted
in
the
London
interbank
market.
"
Merger
Agreement
"
has
the
meaning
assigned
to
such
term
in
Section
14.1.
"
National
Securities
Exchange
"
means
an
exchange
registered
with
the
Commission
under
Section
6(a)
of
the
Securities
Exchange
Act
of
1934,
as
amended, supplemented
or
restated
from
time
to
time,
and
any
successor
to
such
statute.
"
Net
Agreed
Value
"
means
(a)
in
the
case
of
any
Contributed
Property,
the
Agreed
Value
of
such
property
reduced
by
any
liabilities
either
assumed
by
the Partnership
upon
such
contribution
or
to
which
such
property
is
subject
when
contributed
and
(b)
in
the
case
of
any
property
distributed
by
the
Partnership,
the Partnership's
Carrying
Value
in
such
property
assuming
that
the
adjustment
permitted
by
Section
5.3(d)(ii)
is
made
immediately
before
the
time
such
property
is distributed,
reduced
by
any
indebtedness
either
assumed
by
the
distributee
or
to
which
such
property
is
subject
at
the
time
of
distribution,
in
either
case,
as determined
under
Section
752
of
the
Code.
"
Net
Income
"
for
any
taxable
period
of
the
Partnership
means
the
sum,
if
positive,
of
all
items
of
income,
gain,
loss
and
deduction
that
are
recognized
by
the Partnership
during
such
taxable
period
and
on
or
before
the
Liquidation
Date.
The
items
included
in
the
calculation
of
Net
Income
shall
be
determined
in accordance
with
Section
5.3(b)
but
shall
not
include
any
items
allocated
under
Section
6.1(d).
"
Net
Loss
"
for
any
taxable
period
of
the
Partnership
means
the
sum,
if
negative,
of
all
items
of
income,
gain,
loss,
or
deduction
that
are
recognized
by
the Partnership
during
such
taxable
period
of
the
Partnership
and
on
or
before
the
Liquidation
Date.
The
items
included
in
the
calculation
of
Net
Loss
shall
be determined
in
accordance
with
Section
5.3(b)
but
shall
not
include
any
items
allocated
under
Section
6.1(d).
"
Net
Termination
Gain
"
means,
for
any
taxable
year,
the
sum,
if
positive,
of
all
items
of
income,
gain,
loss,
or
deduction
recognized
by
the
Partnership (a)
after
the
Liquidation
Date
or
(b)
upon
the
sale,
exchange,
or
other
disposition
of
all
or
substantially
all
of
the
assets
of
the
Partnership
Group,
taken
as
a
whole, in
a
single
transaction
or
a
series
of
related
transactions
(excluding
any
disposition
to
a
member
of
the
Partnership
Group).
The
items
included
in
the
determination of
Net
Termination
Gain
shall
be
determined
in
accordance
with
Section
5.3(b)
and
shall
not
include
any
items
of
income,
gain
or
loss
specially
allocated
under Section
6.1(d).
7
"
Net
Termination
Loss
"
means,
for
any
taxable
year,
the
sum,
if
negative,
of
all
items
of
income,
gain,
loss,
or
deduction
recognized
by
the
Partnership (a)
after
the
Liquidation
Date
or
(b)
upon
the
sale,
exchange,
or
other
disposition
of
all
or
substantially
all
of
the
assets
of
the
Partnership
Group,
taken
as
a
whole, in
a
single
transaction
or
a
series
of
related
transactions
(excluding
any
disposition
to
a
member
of
the
Partnership
Group).
The
items
included
in
the
determination of
Net
Termination
Loss
shall
be
determined
in
accordance
with
Section
5.3(b)
and
shall
not
include
any
items
of
income,
gain
or
loss
specially
allocated
under Section
6.1(d).
"
Non-citizen
Assignee
"
means
a
Person
whom
the
General
Partner
has
determined
in
its
discretion
does
not
constitute
an
Eligible
Citizen
and
as
to
whose Partnership
Interest
the
General
Partner
has
become
the
Substituted
Limited
Partner
pursuant
to
Section
4.9.
"
Nonrecourse
Deductions
"
means
any
and
all
items
of
loss,
deduction
or
expenditure
(including,
without
limitation,
any
expenditure
described
in Section
705(a)(2)(B)
of
the
Code)
that,
in
accordance
with
the
principles
of
Treasury
Regulation
Section
1.704-2(b),
are
attributable
to
a
Nonrecourse
Liability.
"
Nonrecourse
Liability
"
has
the
meaning
set
forth
in
Treasury
Regulation
Section
1.752-1(a)(2).
"
Notice
of
Election
to
Purchase
"
has
the
meaning
assigned
to
such
term
in
Section
15.1(b).
"
Notional
General
Partner
Units
"
means
notional
units
used
solely
to
calculate
the
General
Partner's
Percentage
Interest.
Notional
General
Partner
Units shall
not
constitute
"Units"
for
any
purpose
of
this
Agreement.
As
of
[
·
],
there
are
[
·
]
Notional
General
Partner
Units
(resulting
in
the
General Partner's
Percentage
Interest
being
[
·
]%
as
of
such
date).
If
a
Pro
Rata
distribution
or
a
subdivision
or
combination
of
Units
is
made
in
accordance
with Section
5.6,
the
number
of
Notional
General
Partner
Units
shall
be
proportionally
increased
or
decreased,
as
applicable,
to
reflect
the
maintenance
of
such Percentage
Interest.
"
Operating
Partnership
"
means
EnLink
Midstream
Operating,
LP,
a
Delaware
limited
partnership,
and
any
successors
thereto.
"
Operating
Partnership
Agreement
"
means
the
Fifth
Amended
and
Restated
Agreement
of
Limited
Partnership
of
the
Operating
Partnership,
as
it
may
be amended,
supplemented
or
restated
from
time
to
time.
"
Opinion
of
Counsel
"
means
a
written
opinion
of
counsel
(who
may
be
regular
counsel
to
the
Partnership
or
the
General
Partner
or
any
of
its
Affiliates) acceptable
to
the
General
Partner
in
its
reasonable
discretion.
"
Organizational
Limited
Partner
"
means
EnLink
Midstream,
Inc.
in
its
capacity
as
the
organizational
limited
partner
of
the
Partnership
pursuant
to
the Original
Agreement.
"
Original
Agreement
"
has
the
meaning
assigned
to
such
term
in
Section
2.1.
"
Outstanding
"
means,
with
respect
to
Partnership
Securities,
all
Partnership
Securities
that
are
issued
by
the
Partnership
and
reflected
as
outstanding
on
the Partnership's
books
and
records
as
of
the
date
of
determination;
provided,
however
,
that
if
at
any
time
any
Person
or
Group
(other
than
the
General
Partner
or
its Affiliates)
beneficially
owns
20%
or
more
of
any
Outstanding
Partnership
Securities
of
any
class
then
Outstanding,
all
Partnership
Securities
owned
by
such Person
or
Group
shall
not
be
voted
on
any
matter
and
shall
not
be
considered
to
be
Outstanding
when
sending
notices
of
a
meeting
of
Limited
Partners
to
vote
on any
matter
(unless
otherwise
required
by
law),
calculating
required
votes,
determining
the
presence
of
a
quorum
or
for
other
similar
purposes
under
this Agreement,
except
that
Common
Units
so
owned
shall
be
considered
to
be
Outstanding
for
purposes
of
Section
11.1(b)(iii)
(such
Common
Units
shall
not, however,
be
treated
as
a
separate
class
of
Partnership
Securities
for
purposes
of
this
Agreement);
provided,
further
,
that
the
foregoing
limitation
8
shall
not
apply
(i)
to
any
Person
or
Group
who
acquired
20%
or
more
of
any
Outstanding
Partnership
Securities
of
any
class
then
Outstanding
directly
from
the General
Partner
or
its
Affiliates,
(ii)
to
any
Person
or
Group
who
acquired
20%
or
more
of
any
Outstanding
Partnership
Securities
of
any
class
then
Outstanding directly
or
indirectly
from
a
Person
or
Group
described
in
clause
(i)
provided
that
the
General
Partner
shall
have
notified
such
Person
or
Group
in
writing
that
such limitation
shall
not
apply,
or
(iii)
to
any
Person
or
Group
who
acquired
20%
or
more
of
any
Partnership
Securities
issued
by
the
Partnership
with
the
prior
approval of
the
board
of
directors
of
the
General
Partner.
For
the
avoidance
of
doubt,
the
board
of
directors
of
the
General
Partner
has
approved
the
issuance
of
the
Series
B Preferred
Units
to
the
Series
B
Purchaser
pursuant
to
the
Series
B
Purchase
Agreement
in
accordance
with
clause
(iii)
of
the
immediately
preceding
sentence,
and any
Series
B
PIK
Preferred
Units
shall
be
deemed
to
be
approved
by
the
board
of
directors
of
the
General
Partner
in
accordance
with
clause
(iii)
of
the
immediately preceding
sentence,
and
the
foregoing
limitations
of
the
immediately
preceding
sentence
shall
not
apply
to
the
Series
B
Purchaser
with
respect
to
their
ownership (beneficially
or
of
record)
of
the
Series
B
Preferred
Units
or
Series
B
PIK
Preferred
Units.
"
Partner
Nonrecourse
Debt
"
has
the
meaning
set
forth
in
Treasury
Regulation
Section
1.704-2(b)(4).
"
Partner
Nonrecourse
Debt
Minimum
Gain
"
has
the
meaning
set
forth
in
Treasury
Regulation
Section
1.704-2(i)(2).
"
Partner
Nonrecourse
Deductions
"
means
any
and
all
items
of
loss
or
deduction
determined
in
accordance
with
Section
5.3(b)
that,
in
accordance
with
the principles
of
Treasury
Regulation
Section
1.704-2(i),
are
attributable
to
a
Partner
Nonrecourse
Debt.
"
Partners
"
means
the
General
Partner
and
the
Limited
Partners.
"
Partnership
"
means
EnLink
Midstream
Partners,
LP,
a
Delaware
limited
partnership,
and
any
successors
thereto.
"
Partnership
Group
"
means
the
Partnership,
the
Operating
Partnership,
and
any
Subsidiary
of
any
such
entity,
treated
as
a
single
consolidated
entity.
"
Partnership
Interest
"
means
an
interest
in
the
Partnership,
which
shall
include
the
General
Partner
Interest
and
Limited
Partner
Interests.
"
Partnership
Minimum
Gain
"
means
that
amount
determined
in
accordance
with
the
principles
of
Treasury
Regulation
Section
1.704-2(d).
"
Partnership
Security
"
means
any
class
or
series
of
equity
interest
in
the
Partnership
(but
excluding
any
options,
rights,
warrants
and
appreciation
rights relating
to
an
equity
interest
in
the
Partnership),
including,
without
limitation,
Common
Units,
Series
B
Preferred
Units,
and
Series
C
Preferred
Units.
"
Paying
Agent
"
means
the
Transfer
Agent,
acting
in
its
capacity
as
paying
agent
for
the
Series
C
Preferred
Units,
and
its
respective
successors
and
assigns
or any
other
paying
agent
appointed
by
the
General
Partner;
provided
,
however
,
that
if
no
Paying
Agent
is
specifically
designated
for
the
Series
C
Preferred
Units, the
General
Partner
shall
act
in
such
capacity.
"
Percentage
Interest
"
means
as
of
any
date
of
determination
(a)
as
to
the
General
Partner
with
respect
to
its
General
Partner
Interest
(in
its
capacity
as General
Partner
without
reference
to
any
Limited
Partner
Interests
held
by
it
and
calculated
based
upon
the
number
of
Notional
General
Partner
Units
then
deemed held
by
the
General
Partner),
and
as
to
any
Unitholder
or
Assignee
holding
Units,
the
product
obtained
by
multiplying
(x)
100%
less
the
percentage
applicable
to clause
(b)
below
times
(y)
the
quotient
obtained
by
dividing
(A)
the
number
of
Notional
General
Partner
Units
deemed
held
by
the
General
Partner
or
the
number of
Units
held
by
such
Unitholder
or
Assignee,
as
the
case
may
be,
by
(B)
the
sum
of
the
total
number
of
all
Outstanding
Units
and
Notional
General
Partner
Units deemed
owned
by
the
General
Partner,
and
(b)
as
to
the
holders
of
additional
Partnership
Securities
9
issued
by
the
Partnership
in
accordance
with
Section
5.4,
the
number
of
Units
to
which
such
Partnership
Securities
are
equivalent
for
the
purpose
of
determining Percentage
Interest
(and
only
for
such
purpose)
as
determined
by
the
General
Partner
as
a
part
of
such
issuance.
The
Percentage
Interest
with
respect
to
a
Series
B Preferred
Unit,
and
a
Series
C
Preferred
Unit
shall
at
all
times
be
zero.
"
Person
"
means
an
individual
or
a
corporation,
limited
liability
company,
partnership,
joint
venture,
trust,
unincorporated
organization,
association, government
agency,
or
political
subdivision
thereof
or
other
entity.
"
Pro
Rata
"
means
(a)
when
modifying
Units
or
any
class
thereof,
apportioned
equally
among
all
designated
Units
in
accordance
with
their
relative Percentage
Interests,
(b)
when
modifying
Partners
and
Assignees,
apportioned
among
all
Partners
and
Assignees
in
accordance
with
their
relative
Percentage Interests,
(c)
solely
when
modifying
Series
B
Unitholders,
apportioned
equally
among
all
Series
B
Unitholders
in
accordance
with
the
relative
number
or percentage
of
Series
B
Preferred
Units
held
by
each
such
Series
B
Unitholder,
and
(d)
solely
when
modifying
Series
C
Unitholders,
apportioned
equally
among
all Series
C
Unitholders
in
accordance
with
the
relative
number
or
percentage
of
Series
C
Preferred
Units
held
by
each
such
Series
C
Unitholder.
"
Purchase
Date
"
means
the
date
determined
by
the
General
Partner
as
the
date
for
purchase
of
all
Outstanding
Units
of
a
certain
class
(other
than
Units owned
by
the
General
Partner
and
its
Affiliates)
pursuant
to
Article
XV.
"
Quarter
"
means,
unless
the
context
requires
otherwise,
a
fiscal
quarter
of
the
Partnership.
"
Rating
Agency
"
means
any
nationally
recognized
statistical
rating
organization
(within
the
meaning
of
Section
3(a)(62)
of
the
Exchange
Act)
that
publishes a
rating
for
the
Partnership.
"
Recapture
Income
"
means
any
gain
recognized
by
the
Partnership
for
federal
income
tax
purposes
(computed
without
regard
to
any
adjustment
required
by Section
734
or
Section
743
of
the
Code)
upon
the
disposition
of
any
property
of
the
Partnership,
which
gain
is
characterized
as
ordinary
income
for
federal
income tax
purposes
because
it
represents
the
recapture
of
deductions
previously
taken
with
respect
to
such
property.
"
Record
Date
"
means
the
date
established
by
the
General
Partner
for
determining
(a)
the
identity
of
the
Record
Holders
entitled
to
notice
of,
or
to
vote
at, any
meeting
of
Limited
Partners
or
entitled
to
vote
by
ballot
or
give
approval
of
Partnership
action
in
writing
without
a
meeting
or
entitled
to
exercise
rights
in respect
of
any
lawful
action
of
Limited
Partners
or
(b)
the
identity
of
Record
Holders
entitled
to
receive
any
report
or
distribution
or
to
participate
in
any
offer.
"
Record
Holder
"
means
the
Person
in
whose
name
a
Common
Unit
is
registered
on
the
books
of
the
Transfer
Agent
as
of
the
opening
of
business
on
a particular
Business
Day,
or
with
respect
to
other
Partnership
Securities,
the
Person
in
whose
name
any
such
other
Partnership
Security
is
registered
on
the
books which
the
General
Partner
has
caused
to
be
kept
as
of
the
opening
of
business
on
such
Business
Day.
"
Redeemable
Interests
"
means
any
Partnership
Interests
for
which
a
redemption
notice
has
been
given,
and
has
not
been
withdrawn,
pursuant
to
Section
4.10.
"
Registration
Statement
"
means
the
Registration
Statement
on
Form
S-1
(Registration
No.
333-97779)
as
it
has
been
or
as
it
may
be
amended
or supplemented
from
time
to
time,
filed
by
the
Partnership
with
the
Commission
under
the
Securities
Act
to
register
the
offering
and
sale
of
the
Common
Units
in
the Initial
Offering.
"
Required
Allocations
"
means
(a)
any
limitation
imposed
on
the
allocation
of
Net
Losses
or
Net
Termination
Losses
under
Section
6.1(b)
that
is
identified therein
as
a
Required
Allocation
and
(b)
any
10
allocation
of
an
item
of
income,
gain,
loss,
or
deduction
pursuant
to
Section
6.1(d)
that
is
identified
therein
as
a
Required
Allocation.
"
Reuters
Page
LIBOR01
"
means
the
display
so
designated
on
the
Reuters
3000
Xtra
(or
such
other
page
as
may
replace
the
LIBOR01
page
on
that
service,
or such
other
service
as
may
be
nominated
by
the
British
Bankers'
Association
for
the
purpose
of
displaying
London
interbank
offered
rates
for
U.S.
dollar
deposits).
"
Securities
Act
"
means
the
Securities
Act
of
1933,
as
amended,
supplemented
or
restated
from
time
to
time
and
any
successor
to
such
statute.
"
Series
B
Cash
Payment
Amount
"
means
an
amount
per
Quarter
per
Series
B
Preferred
Unit
equal
to
(i)
$0.28125
plus
(ii)
the
Series
B
Excess
Cash
Payment Amount.
"
Series
B
Change
of
Control
"
means
the
(i)
consummation
of
any
transaction
or
series
of
related
transactions
(including,
without
limitation,
any
merger, consolidation,
or
business
combination),
the
result
of
which
is
that
any
Person
or
"group"
(within
the
meaning
of
Section
13(d)(3)
of
the
Exchange
Act),
excluding (a)
the
Series
B
Purchaser
and
its
Affiliates
and
(b)
GIP
Stetson
I,
GIP
Stetson
II,
ENLC,
the
Partnership,
or
any
of
their
respective
Subsidiaries,
becomes
the Beneficial
Owner,
directly
or
indirectly,
of
more
than
fifty
percent
(50%)
of
the
Voting
Stock
of
either
the
General
Partner
or
the
ENLC
Manager,
measured
by voting
power
rather
than
number
of
units,
or
otherwise
acquires
a
right
to
designate
members
of
the
board
of
directors
who
have
a
majority
of
the
voting
power
of such
board
of
directors,
in
each
case,
of
either
the
General
Partner
or
ENLC
Manager
or
(ii)
consummation
of
any
transaction
(including,
without
limitation,
any merger,
consolidation
or
business
combination)
the
result
of
which
is
that
GIP
Stetson
I,
GIP
Stetson
II
or
any
of
their
respective
Subsidiaries
becomes
the Beneficial
Owner,
directly
or
indirectly,
of
seventy-five
percent
(75%)
or
more
of
the
outstanding
ENLC
Common
Units.
Notwithstanding
the
foregoing,
a Series
B
Change
of
Control
shall
not
result
solely
from
a
sale
by
GIP
Stetson
I,
GIP
Stetson
II,
or
any
of
their
respective
Subsidiaries,
directly
or
indirectly,
of
the Capital
Stock
held
by
any
such
entity
in
the
Partnership,
the
General
Partner,
ENLC,
and/or
the
ENLC
Manager,
so
long
as
all
previously
outstanding
ENLC Common
Units
remain
outstanding
immediately
after
such
sale.
"
Series
B
Change
of
Control
Exchange
Election
Notice
"
has
the
meaning
assigned
to
such
term
in
Section
5.10(b)(viii)(F).
"
Series
B
Change
of
Control
Units
"
has
the
meaning
assigned
to
such
term
in
Section
5.10(b)(viii)(F).
"
Series
B
Deemed
ENLC
Distribution
Amount
"
means,
for
each
Quarter
of
the
Partnership
for
which
this
definition
is
applicable,
the
aggregate
amount
of distributions
in
cash
paid
by
ENLC
in
respect
of
the
corresponding
quarter
of
ENLC
(or
applicable
periods
within
the
quarter
to
the
extent
ENLC
distributions
are not
paid
quarterly)
that
are,
or
would
have
been,
payable
with
respect
to
the
applicable
Series
B
Exchange
Units
if
a
Series
B
Preferred
Unit
had
been
exchanged
at the
beginning
of
such
Quarter,
using
the
number
of
ENLC
Common
Unit(s)
for
which
such
Series
B
Preferred
Unit
would
then
be
exchangeable
pursuant
to Section
5.10(b)(viii)
as
of
the
date
of
such
determination;
provided
,
that,
for
purposes
of
determining
the
amount
of
such
distributions,
the
hypothetical
number
of ENLC
Common
Unit(s)
for
which
such
Series
B
Preferred
Unit
is
exchanged
shall
be
determined
by
multiplying
such
Series
B
Preferred
Unit
to
be
exchanged
by the
Series
B
Distribution
Exchange
Rate
and
not
the
Series
B
Exchange
Ratio.
To
the
extent
ENLC
declares
distributions
subsequent
to
the
declaration
for
the comparable
ENLK
Quarter
which
would
result
in
a
Series
B
Excess
Cash
Payment
Amount,
then
such
amount
will
be
payable
with
respect
to
the
Series
B Preferred
Units
with
the
next
Series
B
Quarterly
Distribution.
"
Series
B
Deemed
Votes
"
has
the
meaning
assigned
to
such
term
in
Section
5.10(b)(v)(A).
11
"
Series
B
Distribution
Exchange
Rate
"
means
1.0
until
such
rate
is
adjusted
as
set
forth
in
Section
5.10(b)(viii)(E).
"
Series
B
Distribution
Payment
Date
"
has
the
meaning
assigned
to
such
term
in
Section
5.10(b)(ii)(A).
"
Series
B
ENLC
Exchange
Ratio
Distribution
Amount
"
means,
for
each
Quarter
of
the
Partnership
for
which
this
definition
is
applicable,
the
aggregate amount
of
distributions
in
cash
paid
by
ENLC
in
respect
of
the
corresponding
quarter
of
ENLC
(or
applicable
periods
within
the
quarter
to
the
extent
ENLC distributions
are
not
paid
quarterly)
that
are,
or
would
have
been,
payable
with
respect
to
the
applicable
Series
B
Exchange
Units
if
a
Series
B
Preferred
Unit
had been
exchanged
at
the
beginning
of
such
Quarter,
using
the
number
of
ENLC
Common
Unit(s)
for
which
such
Series
B
Preferred
Unit
would
then
be
exchangeable pursuant
to
Section
5.10(b)(viii)
as
of
the
date
of
such
determination.
For
the
avoidance
of
doubt,
for
purposes
of
determining
the
amount
of
such
distributions,
the hypothetical
number
of
ENLC
Common
Unit(s)
for
which
such
Series
B
Preferred
Unit
is
exchanged
shall
be
determined
by
multiplying
such
Series
B
Preferred Unit
to
be
exchanged
by
the
Series
B
Exchange
Ratio.
To
the
extent
ENLC
declares
distributions
subsequent
to
the
declaration
for
the
comparable
ENLK
Quarter which
would
result
in
a
Series
B
Excess
Cash
Payment
Amount,
then
such
amount
will
be
payable
with
respect
to
the
Series
B
Preferred
Units
with
the
next Series
B
Quarterly
Distribution.
"
Series
B
Excess
Cash
Payment
Amount
"
means
the
product
of
(A)
the
excess
of
(i)
the
Series
B
PIK
Exchange
Ratio
Payment
Amount
over
(ii)
the
Series
B PIK
Payment
Amount
multiplied
by
(B)
the
Series
B
Issue
Price;
provided,
however,
that
if
the
foregoing
clause
(A)
does
not
result
in
any
excess,
then
the "Series
B
Excess
Cash
Payment
Amount"
shall
be
$0.
"
Series
B
Exchange
Date
"
has
the
meaning
assigned
to
such
term
in
Section
5.10(b)(viii)(D).
"
Series
B
Exchange
Election
Notice
"
has
the
meaning
assigned
to
such
term
in
Section
5.10(b)(viii)(C).
"
Series
B
Exchange
Notice
"
has
the
meaning
assigned
to
such
term
in
Section
5.10(b)(viii)(C).
"
Series
B
Exchange
Notice
Date
"
has
the
meaning
assigned
to
such
term
in
Section
5.10(b)(viii)(C).
"
Series
B
Exchange
Ratio
"
means
the
number
of
ENLC
Common
Units
issuable
upon
the
exchange
of
each
Series
B
Preferred
Unit
(including
any
accrued and
unpaid
Series
B
PIK
Preferred
Units),
which
shall
equal
the
product
of
(i)
the
Series
B
Distribution
Exchange
Rate
at
the
applicable
time,
multiplied
by
(ii)
the Common
Unit
Exchange
Ratio.
"
Series
B
Exchange
Unit
"
means
an
ENLC
Common
Unit
issued
upon
the
exchange
of
a
Series
B
Preferred
Unit
pursuant
to
Section
5.10(b)(viii).
"
Series
B
Exchanging
Unitholder
"
means
a
Person
entitled
to
receive
ENLC
Common
Units
or
cash
equal
to
the
Series
B
Redemption
Amount
upon
the exchange
of
any
Series
B
Preferred
Units.
"
Series
B
Forced
Exchange
Notice
"
has
the
meaning
assigned
to
such
term
in
Section
5.10(b)(viii)(C).
"
Series
B
Forced
Exchange
Notice
Date
"
has
the
meaning
assigned
to
such
term
in
Section
5.10(b)(viii)(C).
"
Series
B
Issuance
Date
"
means
January
7,
2016.
"
Series
B
Issue
Price
"
means
$15.00
per
Series
B
Preferred
Unit.
"
Series
B
Junior
Securities
"
means
(i)
the
Series
C
Preferred
Units
and
(ii)
any
other
class
or
series
of
Partnership
Securities
that,
with
respect
to distributions
on
such
Partnership
Securities
and
distributions
upon
liquidation
of
the
Partnership,
ranks
junior
to
the
Series
B
Preferred
Units,
including
12
but
not
limited
to
Common
Units,
but
excluding
any
Series
B
Parity
Securities
and
Series
B
Senior
Securities.
"
Series
B
Liquidation
Value
"
means,
with
respect
to
each
Series
B
Preferred
Unit
Outstanding
as
of
the
date
of
such
determination,
an
amount
equal
to
the sum
of
(i)
the
Series
B
Issue
Price,
plus
(ii)
all
Series
B
Unpaid
Cash
Distributions
and
any
accrued
and
unpaid
Series
B
PIK
Preferred
Units,
plus
(iii)
all
accrued but
unpaid
distributions
on
such
Series
B
Preferred
Unit
(including
distributions
payable
in
Series
B
PIK
Preferred
Units)
with
respect
to
the
Quarter
in
which
the liquidation
occurs.
"
Series
B
Parity
Securities
"
means
any
class
or
series
of
Partnership
Interests
that,
with
respect
to
distributions
on
such
Partnership
Interests
or
distributions upon
liquidation
of
the
Partnership,
ranks
pari
passu
with
the
Series
B
Preferred
Units.
"
Series
B
PIK
Exchange
Ratio
Payment
Amount
"
means
the
number
of
Series
B
PIK
Preferred
Units
equal
to
the
quotient
of
(i)
the
excess
(if
any)
of
(a)
the Series
B
ENLC
Exchange
Ratio
Distribution
Amount
over
(b)
$0.28125,
divided
by
(ii)
the
Series
B
Issue
Price.
"
Series
B
PIK
Payment
Amount
"
means
the
greater
of
(i)
0.00250
Series
B
PIK
Preferred
Units
and
(ii)
the
number
of
Series
B
PIK
Preferred
Units
equal
to the
quotient
of
(a)
the
excess
(if
any)
of
(x)
the
Series
B
Deemed
ENLC
Distribution
Amount
over
(y)
$0.28125,
divided
by
(b)
the
Series
B
Issue
Price.
"
Series
B
PIK
Preferred
Payment
Date
"
has
the
meaning
assigned
to
such
term
in
Section
5.10(b)(ii)(B).
"
Series
B
PIK
Preferred
Units
"
has
the
meaning
assigned
to
such
term
in
Section
5.10(a).
"
Series
B
Preferred
Units
"
has
the
meaning
assigned
to
such
term
in
Section
5.10(a).
"
Series
B
Purchase
Agreement
"
means
the
Convertible
Preferred
Unit
Purchase
Agreement,
dated
as
of
December
6,
2015,
by
and
between
the
Partnership and
the
Series
B
Purchaser.
"
Series
B
Purchaser
"
means
Enfield
Holdings,
L.P.,
a
Delaware
limited
partnership,
and
its
permitted
assigns
in
accordance
with
the
Series
B
Purchase Agreement.
"
Series
B
Quarterly
Distribution
"
has
the
meaning
assigned
to
such
term
in
Section
5.10(b)(ii)(A).
"
Series
B
Redemption
Amount
"
means
cash
in
an
amount
equal
to
the
product
of
(i)
the
Series
B
Unit
Exchange
Amount,
multiplied
by
(ii)
the
daily
volumeweighted
average
closing
trading
price
of
ENLC
Common
Units
on
the
National
Securities
Exchange
on
which
the
ENLC
Common
Units
are
listed
or
admitted
to trading
for
the
trailing
ten
(10)
Trading
Days
ending
two
(2)
Trading
Days
before
the
Series
B
Exchange
Notice
Date
or
the
Series
B
Forced
Exchange
Notice Date,
as
applicable.
"
Series
B
Senior
Securities
"
means
any
class
or
series
of
Partnership
Interests
that,
with
respect
to
distributions
on
such
Partnership
Interests
or
distributions upon
liquidation
of
the
Partnership,
ranks
senior
to
the
Series
B
Preferred
Units.
"
Series
B
Unit
Exchange
Amount
"
has
the
meaning
assigned
to
such
term
in
Section
5.10(b)(viii)(A).
"
Series
B
Unitholder
"
means
a
Record
Holder
of
Series
B
Preferred
Units.
"
Series
B
Unpaid
Cash
Distributions
"
has
the
meaning
assigned
to
such
term
in
Section
5.10(b)(ii)(C).
"
Series
C
Base
Liquidation
Preference
"
means
a
liquidation
preference
for
each
Series
C
Preferred
Unit
initially
equal
to
$1,000
per
unit.
13
"
Series
C
Current
Criteria
"
means
the
equity
credit
criteria
of
a
Rating
Agency
for
securities
such
as
the
Series
C
Preferred
Units,
as
such
criteria
are
in effect
as
of
the
Series
C
Original
Issue
Date.
"
Series
C
Distribution
Payment
Date
"
means
(i)
during
the
Series
C
Fixed
Rate
Period,
the
15th
day
of
each
June
and
December
of
each
year
and
(ii)
during the
Series
C
Floating
Rate
Period,
the
15th
day
of
March,
June,
September,
and
December
of
each
year;
provided,
however,
that
if
any
Series
C
Distribution Payment
Date
would
otherwise
occur
on
a
day
that
is
not
a
Business
Day,
such
Series
C
Distribution
Payment
Date
shall
instead
be
on
the
immediately
succeeding Business
Day.
"
Series
C
Distribution
Period
"
means
a
period
of
time
from
and
including
the
preceding
Series
C
Distribution
Payment
Date
(other
than
the
initial
Series
C Distribution
Period,
which
shall
commence
on
and
include
the
Series
C
Original
Issue
Date),
to,
but
excluding,
the
next
Series
C
Distribution
Payment
Date
for such
Series
C
Distribution
Period.
"
Series
C
Distribution
Rate
"
means
an
annual
rate
equal
to
(i)
during
the
Series
C
Fixed
Rate
Period,
6.000%
of
the
Series
C
Liquidation
Preference
and (ii)
during
the
Series
C
Floating
Rate
Period,
a
percentage
of
the
Series
C
Liquidation
Preference
equal
to
the
sum
of
(a)
the
Series
C
Three-Month
LIBOR,
as calculated
on
each
applicable
Series
C
LIBOR
Determination
Date,
and
(b)
4.11%.
"
Series
C
Distribution
Record
Date
"
has
the
meaning
assigned
to
such
term
in
Section
5.11(b)(ii)(B).
"
Series
C
Distributions
"
means
distributions
with
respect
to
Series
C
Preferred
Units
pursuant
to
Section
5.11(b)(ii).
"
Series
C
Fixed
Rate
Period
"
means
the
period
from
and
including
the
Series
C
Original
Issue
Date
to,
but
not
including,
December
15,
2022.
"
Series
C
Floating
Rate
Period
"
means
the
period
from
and
including
December
15,
2022
and
thereafter
until
such
time
as
all
of
the
Outstanding
Series
C Preferred
Units
are
redeemed
in
accordance
with
Section
5.11(b)(iv).
"
Series
C
Junior
Securities
"
means
any
class
or
series
of
Partnership
Securities
that,
with
respect
to
distributions
on
such
Partnership
Securities
and distributions
upon
liquidation
of
the
Partnership,
ranks
junior
to
the
Series
C
Preferred
Units,
including
but
not
limited
to
Common
Units,
but
excluding
any Series
C
Parity
Securities
and
Series
C
Senior
Securities.
"
Series
C
LIBOR
Determination
Date
"
means
the
London
Business
Day
immediately
preceding
the
first
day
in
each
relevant
Series
C
Distribution
Period.
"
Series
C
Liquidation
Preference
"
means
a
liquidation
preference
for
each
Series
C
Preferred
Unit
initially
equal
to
$1,000
per
unit
(subject
to
adjustment
for any
splits,
combinations
or
similar
adjustments
to
the
Series
C
Preferred
Units),
which
liquidation
preference
shall
be
subject
to
increase
by
the
per
Series
C Preferred
Unit
amount
of
any
accumulated
and
unpaid
Series
C
Distributions
(whether
or
not
such
distributions
shall
have
been
declared).
"
Series
C
Original
Issue
Date
"
means
September
21,
2017.
"
Series
C
Parity
Securities
"
means
any
class
or
series
of
Partnership
Interests
established
after
the
Series
C
Original
Issue
Date
by
the
General
Partner,
the terms
of
which
class
or
series
expressly
provide
that
it
ranks
on
parity
with
the
Series
C
Preferred
Units
as
to
distributions
and
amounts
payable
upon
a
dissolution or
liquidation
pursuant
to
Article
XII.
"
Series
C
Preferred
Unit
"
has
the
meaning
assigned
to
such
term
in
Section
5.11(a).
"
Series
C
Rating
Event
"
means
a
change
by
any
Rating
Agency
to
the
Series
C
Current
Criteria,
which
change
results
in
(i)
any
shortening
of
the
length
of time
for
which
the
Series
C
Current
Criteria
14
are
scheduled
to
be
in
effect
with
respect
to
the
Series
C
Preferred
Units
or
(ii)
a
lower
equity
credit
being
given
to
the
Series
C
Preferred
Units
than
the
equity credit
that
would
have
been
assigned
to
the
Series
C
Preferred
Units
by
such
Rating
Agency
pursuant
to
its
Series
C
Current
Criteria.
"
Series
C
Redemption
Date
"
has
the
meaning
assigned
to
such
term
in
Section
5.11(b)(iv)(A).
"
Series
C
Redemption
Notice
"
has
the
meaning
assigned
to
such
term
in
Section
5.11(b)(iv)(B).
"
Series
C
Redemption
Price
"
has
the
meaning
assigned
to
such
term
in
Section
5.11(b)(iv)(A).
"
Series
C
Senior
Securities
"
means
(a)
the
Series
B
Preferred
Units
and
(b)
any
class
or
series
of
Partnership
Interests
established
after
the
Series
C
Original Issue
Date
by
the
General
Partner,
the
terms
of
which
class
or
series
expressly
provide
that
it
ranks
senior
to
the
Series
C
Preferred
Units
as
to
distributions
and amounts
payable
upon
a
dissolution
or
liquidation
pursuant
to
Article
XII.
"
Series
C
Three-Month
LIBOR
"
has
the
meaning
assigned
to
such
term
in
Section
5.11(b)(ii)(C).
"
Series
C
Unitholder
"
means
a
Record
Holder
of
Series
C
Preferred
Units.
"
Special
Approval
"
means
approval
by
a
majority
of
the
members
of
the
Conflicts
Committee.
"
Subsidiary
"
means,
with
respect
to
any
Person,
(a)
a
corporation
of
which
more
than
50%
of
the
voting
power
of
shares
entitled
(without
regard
to
the occurrence
of
any
contingency)
to
vote
in
the
election
of
directors
or
other
governing
body
of
such
corporation
is
owned,
directly
or
indirectly,
at
the
date
of determination,
by
such
Person,
by
one
or
more
Subsidiaries
of
such
Person
or
a
combination
thereof,
(b)
a
partnership
(whether
general
or
limited)
in
which
such Person
or
a
Subsidiary
of
such
Person
is,
at
the
date
of
determination,
a
general
or
limited
partner
of
such
partnership,
but
only
if
more
than
50%
of
the
partnership interests
of
such
partnership
(considering
all
of
the
partnership
interests
of
the
partnership
as
a
single
class)
is
owned,
directly
or
indirectly,
at
the
date
of determination,
by
such
Person,
by
one
or
more
Subsidiaries
of
such
Person,
or
a
combination
thereof,
or
(c)
any
other
Person
(other
than
a
corporation
or
a partnership)
in
which
such
Person,
one
or
more
Subsidiaries
of
such
Person,
or
a
combination
thereof,
directly
or
indirectly,
at
the
date
of
determination,
has
(i)
at least
a
majority
ownership
interest
or
(ii)
the
power
to
elect
or
direct
the
election
of
a
majority
of
the
directors
or
other
governing
body
of
such
Person.
"
Substituted
Limited
Partner
"
means
a
Person
who
is
admitted
as
a
Limited
Partner
to
the
Partnership
pursuant
to
Section
10.1
in
place
of
and
with
all
the rights
of
a
Limited
Partner
and
who
is
shown
as
a
Limited
Partner
on
the
books
and
records
of
the
Partnership.
"
Surviving
Business
Entity
"
has
the
meaning
assigned
to
such
term
in
Section
14.2(b).
"
Taxable
Period
of
the
Partnership"
or
"taxable
period
of
the
Partnership"
has
the
meaning
assigned
thereto
in
Section
5.3(b)(viii).
"
Trading
Day
"
has
the
meaning
assigned
to
such
term
in
Section
15.1(a).
"
Transfer
"
has
the
meaning
assigned
to
such
term
in
Section
4.4(a).
"
Transfer
Agent
"
means
such
bank,
trust
company
or
other
Person
(including
the
General
Partner
or
one
of
its
Affiliates)
as
shall
be
appointed
from
time
to time
by
the
General
Partner
to
act
as
registrar
and
transfer
agent
for
any
class
of
Partnership
Securities;
provided
that
if
no
Transfer
Agent
is
specifically designated
for
any
class
of
Partnership
Securities,
the
General
Partner
shall
act
in
such
capacity.
The
Transfer
Agent
and
registrar
for
the
Series
C
Preferred
Units shall
be
American
Stock
Transfer
&
Trust
Company,
LLC,
and
its
successors
and
assigns,
or
any
other
transfer
agent
and
registrar
appointed
by
the
General Partner
for
the
Series
C
Preferred
Units.
"
Transfer
Application
"
means
an
application
and
agreement
for
transfer
of
Units
in
the
form
set
forth
on
the
back
of
a
Certificate
or
in
a
form
substantially
to the
same
effect
in
a
separate
instrument.
15
"
Underwriter
"
means
each
Person
named
as
an
underwriter
in
Schedule
I
to
the
Underwriting
Agreement
who
purchases
Common
Units
pursuant
thereto.
"
Underwriting
Agreement
"
means
the
Underwriting
Agreement
dated
December
11,
2002
among
the
Underwriters,
the
Partnership,
and
certain
other
parties, providing
for
the
purchase
of
Common
Units
by
such
Underwriters.
"
Unit
"
means
a
Partnership
Security
that
is
designated
as
a
"Unit"
and
shall
include
Common
Units,
Series
B
Preferred
Units,
and
Series
C
Preferred
Units but
shall
not
include
Notional
General
Partner
Units
or
the
General
Partner
Interest
represented
thereby.
"
Unitholders
"
means
the
holders
of
Units.
"
Unit
Majority
"
means
at
least
a
majority
of
the
Outstanding
Units,
including
the
Series
B
Preferred
Units
as
described
in
Section
5.10(b)(v)(A)
but excluding
the
Series
C
Preferred
Units.
"
Unit
Split"
has
the
meaning
assigned
to
such
term
in
Section
2.1.
"
Unrealized
Gain
"
of
any
item
of
Partnership
property
at
any
time
means
the
excess,
if
any,
of
(a)
the
fair
market
value
of
such
property
at
such
time
(prior to
any
adjustment
to
be
made
pursuant
to
Section
5.3(d)
as
of
the
time)
over
(b)
the
Carrying
Value
of
such
property
as
of
such
time
prior
to
any
adjustment
to
be made
pursuant
to
Section
5.3(d)
as
of
such
time.
"
Unrealized
Loss
"
of
any
item
of
Partnership
property
at
any
time
means
the
excess,
if
any,
of
(a)
the
Carrying
Value
of
such
property
as
of
such
time
(prior to
any
adjustment
to
be
made
pursuant
to
Section
5.3(d)
as
of
such
time)
over
(b)
the
fair
market
value
of
such
property
as
of
such
time.
"
U.S.
GAAP
"
means
United
States
Generally
Accepted
Accounting
Principles
consistently
applied.
"
Voting
Stock
"
of
any
specified
Person
as
of
any
date
means
the
Capital
Stock
of
such
Person
that
is
at
the
time
entitled
(without
reference
to
the
occurrence of
any
contingency)
to
vote
in
the
election
of
the
directors,
managers,
or
trustees
of
such
Person.
"
Withdrawal
Opinion
of
Counsel
"
has
the
meaning
assigned
to
such
term
in
Section
11.1(b).
"
Working
Capital
Borrowings
"
means
borrowings
used
solely
for
working
capital
purposes
or
to
pay
distributions
to
Partners
made
pursuant
to
a
credit facility
or
other
arrangement
to
the
extent
such
borrowings
are
required
to
be
reduced
to
a
relatively
small
amount
each
year
for
an
economically
meaningful period
of
time.
"2013
Contribution
Agreement
"
means
the
Contribution
Agreement
by
and
among
Devon
Energy
Corporation,
Devon
Gas
Corporation,
Devon
Gas Services,
L.P.,
Southwestern
Gas
Pipeline,
Inc.,
the
Partnership,
and
the
Operating
Partnership,
dated
as
of
October
21,
2013.
Section
1.2
Construction.
Unless
the
context
requires
otherwise:
(a)
any
pronoun
used
in
this
Agreement
shall
include
the
corresponding
masculine,
feminine
or
neuter
forms,
and
the singular
form
of
nouns,
pronouns
and
verbs
shall
include
the
plural
and
vice
versa;
(b)
references
to
Articles
and
Sections
refer
to
Articles
and
Sections
of
this Agreement;
and
(c)
the
term
"include"
or
"includes"
means
includes,
without
limitation,
and
"including"
means
including,
without
limitation.
16
ARTICLE
II
ORGANIZATION
Section
2.1
Formation.
The
General
Partner
and
the
Organizational
Limited
Partner
have
previously
formed
the
Partnership
as
a
limited
partnership
pursuant
to
the
provisions
of
the Delaware
Act.
The
General
Partner
and
the
Limited
Partners
have
previously
entered
into
that
certain
Amended
and
Restated
Agreement
of
Limited
Partnership
of the
Partnership,
dated
as
of
December
17,
2002
(the
"
Original
Agreement
").
On
March
29,
2004,
the
General
Partner
and
the
Limited
Partners
entered
into
that certain
Second
Amended
and
Restated
Agreement
of
Limited
Partnership
of
the
Partnership
(i)
to
reflect
the
various
numerical
changes
resulting
from
the
two-forone
split
in
Common
Units
and
certain
Units
denominated
as
"Subordinated
Units"
(the
"
Unit
Split
")
declared
on
February
26,
2004,
having
a
record
date
of March
16,
2004
and
a
distribution
date
of
March
29,
2004
(ii)
and
make
other
miscellaneous
revisions.
The
Unit
Split
was
effected
in
accordance
with
Section
5.6 of
this
Agreement,
and
all
such
numerical
changes
are
reflected
as
if
the
Unit
Split
had
occurred
at
the
beginning
of
the
Partnership's
existence.
On
June
24,
2005, the
General
Partner
and
the
Limited
Partners
entered
into
that
certain
Third
Amended
and
Restated
Agreement
of
Limited
Partnership
of
the
Partnership
(i)
to establish
the
rights
and
obligations
of
certain
Units
denominated
as
"Senior
Subordinated
Units"
in
connection
with
the
issuance
of
such
Partnership
Securities
and (ii)
to
make
other
miscellaneous
revisions.
On
November
1,
2005,
the
General
Partner
and
the
Limited
Partners
entered
into
that
certain
Fourth
Amended
and Restated
Agreement
of
Limited
Partnership
(i)
to
establish
the
rights
and
obligations
of
certain
Units
denominated
as
"Senior
Subordinated
Series
B
Units"
in connection
with
the
issuance
of
such
Partnership
Securities
and
(ii)
to
make
other
miscellaneous
revisions.
On
June
29,
2006,
the
General
Partner
and
the
Limited Partners
entered
into
that
certain
Fifth
Amended
and
Restated
Agreement
of
Limited
Partnership
(i)
to
establish
the
rights
and
obligations
of
certain
Units denominated
as
"Senior
Subordinated
Series
C
Units"
in
connection
with
the
issuance
of
such
Partnership
Securities
and
(ii)
to
make
other
miscellaneous
revisions. On
March
23,
2007,
the
General
Partner
and
the
Limited
Partners
entered
into
that
certain
Sixth
Amended
and
Restated
Agreement
of
Limited
Partnership,
as amended
by
Amendment
No.
1,
dated
as
of
December
20,
2007,
Amendment
No.
2,
effective
as
of
January
1,
2007,
Amendment
No.
3,
dated
as
of
January
19, 2010,
Amendment
No.
4,
dated
as
of
September
13,
2012,
Amendment
No.
5,
dated
as
of
February
27,
2014,
and
Amendment
No.
6,
dated
as
of
March
7,
2014, (i)
to
establish
the
rights
and
obligations
of
certain
Units
denominated
as
"Senior
Subordinated
Series
D
Units,"
"Series
A
Convertible
Preferred
Units"
and "Class
B
Common
Units"
in
connection
with
the
issuance
of
such
Partnership
Securities
and
(ii)
to
make
other
miscellaneous
revisions.
On
July
7,
2014,
the General
Partner
and
the
Limited
Partners
entered
into
that
certain
Seventh
Amended
and
Restated
Agreement
of
Limited
Partnership,
as
amended
by
Amended No.
1,
dated
as
of
February
17,
2015,
Amendment
No.
2,
dated
as
of
March
16,
2015,
and
Amendment
No.
3,
dated
as
of
May
27,
2015
(i)
to
establish
the
rights and
obligations
of
certain
Units
denominated
as
"Class
C
Common
Units,"
"Class
D
Common
Units"
and
"Class
E
Common
Units"
in
connection
with
the
issuance of
such
Partnership
Securities,
(ii)
to
delete
certain
provisions
that
were
no
longer
applicable
to
the
Partnership,
and
(iii)
to
make
other
miscellaneous
revisions.
On January
7,
2016,
the
General
Partner
and
the
Limited
Partners
entered
into
that
certain
Eighth
Amended
and
Restated
Agreement
of
Limited
Partnership
(the
" Eighth
Amended
and
Restated
Agreement
")
(i)
to
consolidate
the
previous
amendments
into
one
document
and
(ii)
to
establish
the
rights
and
obligations
of
the Series
B
Preferred
Units
in
connection
with
the
issuance
of
such
Partnership
Securities.
On
September
21,
2017,
the
General
Partner
and
the
Limited
Partners entered
into
that
certain
Ninth
Amended
and
Restated
Agreement
of
Limited
Partnership,
as
amended
by
Amendment
No.
1,
dated
as
of
December
12,
2017,
(i)
to establish
the
rights
and
obligations
of
the
Series
C
Preferred
Units
in
connection
with
the
issuance
of
such
Partnership
Securities,
(ii)
to
make
certain
revisions
in response
to
certain
changes
to
the
Code
enacted
by
the
BBA
relating
to
partnership
17
audit
and
adjustment
procedures,
and
to
facilitate
the
General
Partner's
obligations
as
the
"Partnership
Representative"
under
the
BBA,
(iii)
to
delete
certain provisions
that
were
no
longer
applicable
to
the
Partnership,
and
(iv)
to
make
other
miscellaneous
revisions.
The
purpose
of
this
Tenth
Amended
and
Restated Agreement
of
Limited
Partnership
is
(i)
to
modify
the
rights
and
obligations
of
the
Series
B
Preferred
Units
in
connection
with
the
transactions
contemplated
by
the ENLC
Merger
Agreement,
(ii)
to
delete
certain
provisions
that
are
no
longer
applicable
to
the
Partnership
as
a
result
of
the
consummation
of
the
transactions contemplated
by
the
ENLC
Merger
Agreement,
and
(iii)
to
make
other
miscellaneous
revisions.
This
amendment
and
restatement
shall
become
effective
on
the date
of
this
Agreement.
Except
as
expressly
provided
to
the
contrary
in
this
Agreement,
the
rights,
duties
(including
fiduciary
duties),
liabilities,
and
obligations
of the
Partners
and
the
administration,
dissolution
and
termination
of
the
Partnership
shall
be
governed
by
the
Delaware
Act.
All
Partnership
Interests
shall
constitute personal
property
of
the
owner
thereof
for
all
purposes
and
a
Partner
has
no
interest
in
specific
Partnership
property.
Section
2.2
Name.
The
name
of
the
Partnership
shall
be
"EnLink
Midstream
Partners,
LP".
The
Partnership's
business
may
be
conducted
under
any
other
name
or
names
deemed necessary
or
appropriate
by
the
General
Partner
in
its
sole
discretion,
including
the
name
of
the
General
Partner.
The
words
"Limited
Partnership,"
"LP,"
"Ltd.,"
or similar
words
or
letters
shall
be
included
in
the
Partnership's
name
where
necessary
for
the
purpose
of
complying
with
the
laws
of
any
jurisdiction
that
so
requires. The
General
Partner
in
its
discretion
may
change
the
name
of
the
Partnership
at
any
time
and
from
time
to
time
and
shall
notify
the
Limited
Partners
of
such change
in
the
next
regular
communication
to
the
Limited
Partners.
Section
2.3
Registered
Office;
Registered
Agent;
Principal
Office;
Other
Offices
Unless
and
until
changed
by
the
General
Partner,
the
registered
office
of
the
Partnership
in
the
State
of
Delaware
shall
be
located
at
1209
Orange
Street, Wilmington,
Delaware
19801,
and
the
registered
agent
for
service
of
process
on
the
Partnership
in
the
State
of
Delaware
at
such
registered
office
shall
be
The Corporation
Trust
Company.
The
principal
office
of
the
Partnership
shall
be
located
at
1722
Routh
Street,
Suite
1300,
Dallas,
Texas
75201
or
such
other
place
as the
General
Partner
may
from
time
to
time
designate
by
notice
to
the
Limited
Partners.
The
Partnership
may
maintain
offices
at
such
other
place
or
places
within
or outside
the
State
of
Delaware
as
the
General
Partner
deems
necessary
or
appropriate.
The
address
of
the
General
Partner
shall
be
1722
Routh
Street,
Suite
1300, Dallas,
Texas
75201
or
such
other
place
as
the
General
Partner
may
from
time
to
time
designate
by
notice
to
the
Limited
Partners.
Section
2.4
Purpose
and
Business.
The
purpose
and
nature
of
the
business
to
be
conducted
by
the
Partnership
shall
be
to
(a)
serve
as
a
partner
of
the
Operating
Partnership
and,
in
connection therewith,
to
exercise
all
the
rights
and
powers
conferred
upon
the
Partnership
as
a
partner
of
the
Operating
Partnership
pursuant
to
the
Operating
Partnership Agreement
or
otherwise,
(b)
engage
directly
in,
or
enter
into
or
form
any
corporation,
partnership,
joint
venture,
limited
liability
company
or
other
arrangement
to engage
indirectly
in,
any
business
activity
that
the
Operating
Partnership
is
permitted
to
engage
in
by
the
Operating
Partnership
Agreement
or
that
its
subsidiaries are
permitted
to
engage
in
by
their
limited
liability
company
or
partnership
agreements
and,
in
connection
therewith,
to
exercise
all
of
the
rights
and
powers conferred
upon
the
Partnership
pursuant
to
the
agreements
relating
to
such
business
activity,
(c)
engage
directly
in,
or
enter
into
or
form
any
corporation, partnership,
joint
venture,
limited
liability
company
or
other
arrangement
to
engage
indirectly
in,
any
business
activity
that
is
approved
by
the
General
Partner
and which
lawfully
may
be
conducted
by
a
limited
partnership
organized
pursuant
to
the
Delaware
Act
and,
in
connection
therewith,
to
exercise
all
of
the
rights
and powers
conferred
upon
the
Partnership
pursuant
to
the
agreements
relating
to
such
business
activity,
and
(d)
do
anything
18
necessary
or
appropriate
to
the
foregoing,
including
the
making
of
capital
contributions
or
loans
to
a
Group
Member;
provided,
however
,
that
the
General
Partner shall
not
cause
the
Partnership
to
engage,
directly
or
indirectly,
in
any
business
activity
that
the
General
Partner
reasonably
determines
would
cause
the
Partnership to
be
treated
as
an
association
taxable
as
a
corporation
or
otherwise
taxable
as
an
entity
for
federal
income
tax
purposes.
The
General
Partner
has
no
obligation
or duty
to
the
Partnership,
the
Limited
Partners
or
the
Assignees
to
propose
or
approve,
and
in
its
discretion
may
decline
to
propose
or
approve,
the
conduct
by
the Partnership
of
any
business.
Section
2.5
Powers.
The
Partnership
shall
be
empowered
to
do
any
and
all
acts
and
things
necessary,
appropriate,
proper,
advisable,
incidental
to,
or
convenient
for
the
furtherance and
accomplishment
of
the
purposes
and
business
described
in
Section
2.4
and
for
the
protection
and
benefit
of
the
Partnership.
Section
2.6
Power
of
Attorney.
(a)
Each
Limited
Partner
and
each
Assignee
hereby
constitutes
and
appoints
the
General
Partner
and,
if
a
Liquidator
shall
have
been
selected pursuant
to
Section
12.3,
the
Liquidator
(and
any
successor
to
the
Liquidator
by
merger,
transfer,
assignment,
election
or
otherwise)
and
each
of
their authorized
officers
and
attorneys-in-fact,
as
the
case
may
be,
with
full
power
of
substitution,
as
his
true
and
lawful
agent
and
attorney-in-fact,
with
full power
and
authority
in
his
name,
place
and
stead,
to:
(i)
execute,
swear
to,
acknowledge,
deliver,
file,
and
record
in
the
appropriate
public
offices
(A)
all
certificates,
documents,
and
other instruments
(including
this
Agreement
and
the
Certificate
of
Limited
Partnership
and
all
amendments
or
restatements
hereof
or
thereof)
that
the General
Partner
or
the
Liquidator
deems
necessary
or
appropriate
to
form,
qualify,
or
continue
the
existence
or
qualification
of
the
Partnership
as
a limited
partnership
(or
a
partnership
in
which
the
limited
partners
have
limited
liability)
in
the
State
of
Delaware
and
in
all
other
jurisdictions
in which
the
Partnership
may
conduct
business
or
own
property;
(B)
all
certificates,
documents,
and
other
instruments
that
the
General
Partner
or
the Liquidator
deems
necessary
or
appropriate
to
reflect,
in
accordance
with
its
terms,
any
amendment,
change,
modification,
or
restatement
of
this Agreement;
(C)
all
certificates,
documents,
and
other
instruments
(including
conveyances
and
a
certificate
of
cancellation)
that
the
General
Partner or
the
Liquidator
deems
necessary
or
appropriate
to
reflect
the
dissolution
and
liquidation
of
the
Partnership
pursuant
to
the
terms
of
this Agreement;
(D)
all
certificates,
documents,
and
other
instruments
relating
to
the
admission,
withdrawal,
removal,
or
substitution
of
any
Partner pursuant
to,
or
other
events
described
in,
Article
IV,
X,
XI,
or
XII;
(E)
all
certificates,
documents,
and
other
instruments
relating
to
the determination
of
the
rights,
preferences,
and
privileges
of
any
class
or
series
of
Partnership
Securities
issued
pursuant
to
Section
5.4;
and
(F)
all certificates,
documents
and
other
instruments
(including
agreements
and
a
certificate
of
merger)
relating
to
a
merger
or
consolidation
of
the Partnership
pursuant
to
Article
XIV;
and
(ii)
execute,
swear
to,
acknowledge,
deliver,
file,
and
record
all
ballots,
consents,
approvals,
waivers,
certificates,
documents,
and
other instruments
necessary
or
appropriate,
in
the
discretion
of
the
General
Partner
or
the
Liquidator,
to
make,
evidence,
give,
confirm
or
ratify
any
vote, consent,
approval,
agreement,
or
other
action
that
is
made
or
given
by
the
Partners
hereunder
or
is
consistent
with
the
terms
of
this
Agreement
or
is necessary
or
appropriate,
in
the
discretion
of
the
General
Partner
or
the
Liquidator,
to
effectuate
the
terms
or
intent
of
this
Agreement;
provided
, that
when
required
by
Section
13.3
or
any
other
provision
of
this
Agreement
that
establishes
a
percentage
of
the
Limited
Partners
or
of
the
Limited Partners
of
any
class
or
series
required
to
take
any
action,
the
General
Partner
and
the
Liquidator
may
exercise
the
power
of
attorney
made
in
this Section
2.6(a)(ii)
only
after
19
the
necessary
vote,
consent,
or
approval
of
the
Limited
Partners
or
of
the
Limited
Partners
of
such
class
or
series,
as
applicable.
Nothing
contained
in
this
Section
2.6(a)
shall
be
construed
as
authorizing
the
General
Partner
to
amend
this
Agreement
except
in
accordance
with Article
XIII
or
as
may
be
otherwise
expressly
provided
for
in
this
Agreement.
(b)
The
foregoing
power
of
attorney
is
hereby
declared
to
be
irrevocable
and
a
power
coupled
with
an
interest,
and
it
shall
survive
and,
to
the maximum
extent
permitted
by
law,
not
be
affected
by
the
subsequent
death,
incompetency,
disability,
incapacity,
dissolution,
bankruptcy,
or
termination
of any
Limited
Partner
or
Assignee
and
the
transfer
of
all
or
any
portion
of
such
Limited
Partner's
or
Assignee's
Partnership
Interest
and
shall
extend
to
such Limited
Partner's
or
Assignee's
heirs,
successors,
assigns
and
personal
representatives.
Each
such
Limited
Partner
or
Assignee
hereby
agrees
to
be
bound
by any
representation
made
by
the
General
Partner
or
the
Liquidator
acting
in
good
faith
pursuant
to
such
power
of
attorney;
and
each
such
Limited
Partner
or Assignee,
to
the
maximum
extent
permitted
by
law,
hereby
waives
any
and
all
defenses
that
may
be
available
to
contest,
negate
or
disaffirm
the
action
of the
General
Partner
or
the
Liquidator
taken
in
good
faith
under
such
power
of
attorney.
Each
Limited
Partner
or
Assignee
shall
execute
and
deliver
to
the General
Partner
or
the
Liquidator,
within
fifteen
(15)
days
after
receipt
of
the
request
therefor,
such
further
designation,
powers
of
attorney
and
other instruments
as
the
General
Partner
or
the
Liquidator
deems
necessary
to
effectuate
this
Agreement
and
the
purposes
of
the
Partnership.
Section
2.7
Term.
The
term
of
the
Partnership
commenced
upon
the
filing
of
the
Certificate
of
Limited
Partnership
in
accordance
with
the
Delaware
Act
and
shall
continue
in existence
until
the
dissolution
of
the
Partnership
in
accordance
with
the
provisions
of
Article
XII.
The
existence
of
the
Partnership
as
a
separate
legal
entity
shall continue
until
the
cancellation
of
the
Certificate
of
Limited
Partnership
as
provided
in
the
Delaware
Act.
Section
2.8
Title
to
Partnership
Assets.
Title
to
Partnership
assets,
whether
real,
personal
or
mixed
and
whether
tangible
or
intangible,
shall
be
deemed
to
be
owned
by
the
Partnership
as
an
entity, and
no
Partner
or
Assignee,
individually
or
collectively,
shall
have
any
ownership
interest
in
such
Partnership
assets
or
any
portion
thereof.
Title
to
any
or
all
of
the Partnership
assets
may
be
held
in
the
name
of
the
Partnership,
the
General
Partner,
one
or
more
of
its
Affiliates
or
one
or
more
nominees,
as
the
General
Partner may
determine.
The
General
Partner
hereby
declares
and
warrants
that
any
Partnership
assets
for
which
record
title
is
held
in
the
name
of
the
General
Partner
or one
or
more
of
its
Affiliates
or
one
or
more
nominees
shall
be
held
by
the
General
Partner
or
such
Affiliate
or
nominee
for
the
use
and
benefit
of
the
Partnership
in accordance
with
the
provisions
of
this
Agreement;
provided,
however
,
that
the
General
Partner
shall
use
reasonable
efforts
to
cause
record
title
to
such
assets (other
than
those
assets
in
respect
of
which
the
General
Partner
determines
that
the
expense
and
difficulty
of
conveyancing
makes
transfer
of
record
title
to
the Partnership
impracticable)
to
be
vested
in
the
Partnership
as
soon
as
reasonably
practicable;
provided,
further
,
that,
prior
to
the
withdrawal
or
removal
of
the General
Partner
or
as
soon
thereafter
as
practicable,
the
General
Partner
shall
use
reasonable
efforts
to
effect
the
transfer
of
record
title
to
the
Partnership
and,
prior to
any
such
transfer,
will
provide
for
the
use
of
such
assets
in
a
manner
satisfactory
to
the
General
Partner.
All
Partnership
assets
shall
be
recorded
as
the
property of
the
Partnership
in
its
books
and
records,
irrespective
of
the
name
in
which
record
title
to
such
Partnership
assets
is
held.
20
ARTICLE
III
RIGHTS
OF
LIMITED
PARTNERS
Section
3.1
Limitation
of
Liability.
The
Limited
Partners
and
the
Assignees
shall
have
no
liability
under
this
Agreement
except
as
expressly
provided
in
this
Agreement
or
the
Delaware
Act.
Section
3.2
Management
of
Business.
No
Limited
Partner
or
Assignee,
in
its
capacity
as
such,
shall
participate
in
the
operation,
management
or
control
(within
the
meaning
of
the
Delaware
Act)
of the
Partnership's
business,
transact
any
business
in
the
Partnership's
name
or
have
the
power
to
sign
documents
for
or
otherwise
bind
the
Partnership.
Any
action taken
by
any
Affiliate
of
the
General
Partner
or
any
officer,
director,
employee,
manager,
member,
general
partner,
agent,
or
trustee
of
the
General
Partner
or
any of
its
Affiliates,
or
any
officer,
director,
employee,
manager,
member,
general
partner,
agent,
or
trustee
of
a
Group
Member,
in
its
capacity
as
such,
shall
not
be deemed
to
be
participation
in
the
control
of
the
business
of
the
Partnership
by
a
limited
partner
of
the
Partnership
(within
the
meaning
of
Section
17-303(a)
of
the Delaware
Act)
and
shall
not
affect,
impair
or
eliminate
the
limitations
on
the
liability
of
the
Limited
Partners
or
Assignees
under
this
Agreement.
Section
3.3
Outside
Activities
of
the
Limited
Partners.
Subject
to
the
provisions
of
Section
7.5,
which
shall
continue
to
be
applicable
to
the
Persons
referred
to
therein,
regardless
of
whether
such
Persons
shall
also be
Limited
Partners
or
Assignees,
any
Limited
Partner
or
Assignee
shall
be
entitled
to
and
may
have
business
interests
and
engage
in
business
activities
in
addition to
those
relating
to
the
Partnership,
including
business
interests
and
activities
in
direct
competition
with
the
Partnership
Group.
Neither
the
Partnership
nor
any
of the
other
Partners
or
Assignees
shall
have
any
rights
by
virtue
of
this
Agreement
in
any
business
ventures
of
any
Limited
Partner
or
Assignee.
Section
3.4
Rights
of
Limited
Partners.
(a)
In
addition
to
other
rights
provided
by
this
Agreement
or
by
applicable
law,
and
except
as
limited
by
Section
3.4(b),
each
Limited
Partner
shall have
the
right,
for
a
purpose
reasonably
related
to
such
Limited
Partner's
interest
as
a
limited
partner
in
the
Partnership,
upon
reasonable
written
demand and
at
such
Limited
Partner's
own
expense:
(i)
to
obtain
true
and
full
information
regarding
the
status
of
the
business
and
financial
condition
of
the
Partnership;
(ii)
promptly
after
becoming
available,
to
obtain
a
copy
of
the
Partnership's
federal,
state
and
local
income
tax
returns
for
each
year;
(iii)
to
have
furnished
to
him
a
current
list
of
the
name
and
last
known
business,
residence
or
mailing
address
of
each
Partner;
(iv)
to
have
furnished
to
him
a
copy
of
this
Agreement
and
the
Certificate
of
Limited
Partnership
and
all
amendments
thereto,
together
with
a copy
of
the
executed
copies
of
all
powers
of
attorney
pursuant
to
which
this
Agreement,
the
Certificate
of
Limited
Partnership
and
all
amendments thereto
have
been
executed;
(v)
to
obtain
true
and
full
information
regarding
the
amount
of
cash
and
a
description
and
statement
of
the
Net
Agreed
Value
of
any
other Capital
Contribution
by
each
Partner
and
which
each
Partner
has
agreed
to
contribute
in
the
future,
and
the
date
on
which
each
became
a
Partner; and
21
(vi)
to
obtain
such
other
information
regarding
the
affairs
of
the
Partnership
as
is
just
and
reasonable.
(b)
The
General
Partner
may
keep
confidential
from
the
Limited
Partners
and
Assignees,
for
such
period
of
time
as
the
General
Partner
deems reasonable,
(i)
any
information
that
the
General
Partner
reasonably
believes
to
be
in
the
nature
of
trade
secrets
or
(ii)
other
information
the
disclosure
of which
the
General
Partner
in
good
faith
believes
(A)
is
not
in
the
best
interests
of
the
Partnership
Group,
(B)
could
damage
the
Partnership
Group,
or (C)
that
any
Group
Member
is
required
by
law
or
by
agreement
with
any
third
party
to
keep
confidential
(other
than
agreements
with
Affiliates
of
the Partnership
the
primary
purpose
of
which
is
to
circumvent
the
obligations
set
forth
in
this
Section
3.4).
ARTICLE
IV
CERTIFICATES;
RECORD
HOLDERS;
TRANSFER
OF
PARTNERSHIP
INTERESTS;
REDEMPTION
OF
PARTNERSHIP
INTERESTS
Section
4.1
Certificates.
Upon
the
Partnership's
issuance
of
Common
Units
to
any
Person,
the
Partnership
may
issue
one
or
more
Certificates
in
the
name
of
such
Person
evidencing the
number
of
such
Units
being
so
issued.
In
addition,
upon
the
General
Partner's
request,
the
Partnership
shall
issue
to
it
one
or
more
Certificates
in
the
name
of the
General
Partner
evidencing
its
interests
in
the
Partnership.
Certificates
shall
be
executed
on
behalf
of
the
Partnership
by
the
Chairman
of
the
Board,
President, or
any
Executive
Vice
President
or
Vice
President
and
the
Secretary
or
any
Assistant
Secretary
of
the
General
Partner.
No
Common
Unit
Certificate
shall
be
valid for
any
purpose
until
it
has
been
countersigned
by
the
Transfer
Agent;
provided,
however
,
that
if
the
General
Partner
elects
to
issue
Common
Units
in
global
form, the
Common
Unit
Certificates
shall
be
valid
upon
receipt
of
a
certificate
from
the
Transfer
Agent
certifying
that
the
Common
Units
have
been
duly
registered
in accordance
with
the
directions
of
the
Partnership
and
the
Underwriters.
Notwithstanding
the
above
provisions,
Common
Units
may
be
uncertificated.
With
respect to
the
issuance
of
any
Series
B
Preferred
Units
and
Series
C
Preferred
Units,
the
Partnership
shall
issue
such
Certificates
in
accordance
with
Section
5.10(b)(vii) and
Section
5.11(b)(i)(B),
respectively.
Section
4.2
Mutilated,
Destroyed,
Lost,
or
Stolen
Certificates.
(a)
If
any
mutilated
Certificate
is
surrendered
to
the
Transfer
Agent,
the
appropriate
officers
of
the
General
Partner
on
behalf
of
the
Partnership
shall execute,
and
the
Transfer
Agent
shall
countersign
and
deliver
in
exchange
therefor,
a
new
Certificate
or
issue
uncertificated
Units
evidencing
the
same number
and
type
of
Partnership
Securities
as
the
Certificate
so
surrendered.
(b)
The
appropriate
officers
of
the
General
Partner
on
behalf
of
the
Partnership
shall
execute
and
deliver,
and
the
Transfer
Agent
shall
countersign,
a new
Certificate
in
place
of
any
Certificate
previously
issued
or
issue
uncertificated
Units
if
the
Record
Holder
of
the
Certificate:
(i)
makes
proof
by
affidavit,
in
form
and
substance
satisfactory
to
the
General
Partner,
that
a
previously
issued
Certificate
has
been
lost, destroyed
or
stolen;
(ii)
requests
the
issuance
of
a
new
Certificate
or
the
issuance
of
uncertificated
Units
before
the
General
Partner
has
notice
that
the
Certificate has
been
acquired
by
a
purchaser
for
value
in
good
faith
and
without
notice
of
an
adverse
claim;
(iii)
if
requested
by
the
General
Partner,
delivers
to
the
General
Partner
a
bond,
in
form
and
substance
satisfactory
to
the
General
Partner,
with surety
or
sureties
and
with
fixed
or
open
penalty
as
the
General
Partner
may
reasonably
direct,
in
its
sole
discretion,
to
indemnify
22
the
Partnership,
the
Partners,
the
General
Partner
and
the
Transfer
Agent,
against
any
claim
that
may
be
made
on
account
of
the
alleged
loss, destruction
or
theft
of
the
Certificate;
and
(iv)
satisfies
any
other
reasonable
requirements
imposed
by
the
General
Partner.
If
a
Limited
Partner
or
Assignee
fails
to
notify
the
General
Partner
within
a
reasonable
time
after
he
has
notice
of
the
loss,
destruction
or
theft
of
a
Certificate, and
a
transfer
of
the
Limited
Partner
Interests
represented
by
the
Certificate
is
registered
before
the
Partnership,
the
General
Partner
or
the
Transfer
Agent
receives such
notification,
the
Limited
Partner
or
Assignee
shall
be
precluded
from
making
any
claim
against
the
Partnership,
the
General
Partner
or
the
Transfer
Agent
for such
transfer
or
for
a
new
Certificate
or
uncertificated
Units.
(c)
As
a
condition
to
the
issuance
of
any
new
Certificate
or
uncertificated
Units
under
this
Section
4.2,
the
General
Partner
may
require
the
payment of
a
sum
sufficient
to
cover
any
tax
or
other
governmental
charge
that
may
be
imposed
in
relation
thereto
and
any
other
expenses
(including
the
fees
and expenses
of
the
Transfer
Agent)
reasonably
connected
therewith.
Section
4.3
Record
Holders.
The
Partnership
shall
be
entitled
to
recognize
the
Record
Holder
as
the
Partner
or
Assignee
with
respect
to
any
Partnership
Interest
and,
accordingly,
shall
not be
bound
to
recognize
any
equitable
or
other
claim
to
or
interest
in
such
Partnership
Interest
on
the
part
of
any
other
Person,
regardless
of
whether
the
Partnership shall
have
actual
or
other
notice
thereof,
except
as
otherwise
provided
by
law
or
any
applicable
rule,
regulation,
guideline
or
requirement
of
any
National
Securities Exchange
on
which
such
Partnership
Interests
are
listed
for
trading.
Without
limiting
the
foregoing,
when
a
Person
(such
as
a
broker,
dealer,
bank,
trust
company
or
clearing
corporation,
or
an
agent
of
any
of
the
foregoing)
is acting
as
nominee,
agent
or
in
some
other
representative
capacity
for
another
Person
in
acquiring
and/or
holding
Partnership
Interests,
as
between
the
Partnership on
the
one
hand,
and
such
other
Persons
on
the
other,
such
representative
Person
(a)
shall
be
the
Partner
or
Assignee
(as
the
case
may
be)
of
record
and beneficially,
(b)
must
execute
and
deliver
a
Transfer
Application,
and
(c)
shall
be
bound
by
this
Agreement
and
shall
have
the
rights
and
obligations
of
a
Partner
or Assignee
(as
the
case
may
be)
hereunder
and
as,
and
to
the
extent,
provided
for
herein.
Section
4.4
Transfer
Generally.
(a)
The
term
"transfer,"
when
used
in
this
Agreement
with
respect
to
a
Partnership
Interest,
shall
be
deemed
to
refer
to
a
transaction
by
which
the General
Partner
assigns
its
General
Partner
Interest
to
another
Person
who
becomes
the
general
partner
of
the
Partnership,
by
which
the
holder
of
a
Limited Partner
Interest
assigns
such
Limited
Partner
Interest
to
another
Person
who
is
or
becomes
a
Limited
Partner
or
an
Assignee,
and
includes
a
sale, assignment,
gift,
pledge,
encumbrance,
hypothecation,
mortgage,
exchange,
or
any
other
disposition
by
law
or
otherwise.
(b)
No
Partnership
Interest
shall
be
transferred,
in
whole
or
in
part,
except
in
accordance
with
the
terms
and
conditions
set
forth
in
this
Article
IV. Any
transfer
or
purported
transfer
of
a
Partnership
Interest
not
made
in
accordance
with
this
Article
IV
shall
be
null
and
void.
(c)
Nothing
contained
in
this
Agreement
shall
be
construed
to
prevent
a
disposition
by
any
partner
or
other
owner
of
the
General
Partner
of
any
or
all of
the
partnership
interests
or
other
ownership
interests
of
the
General
Partner.
Section
4.5
Registration
and
Transfer
of
Limited
Partner
Interests.
(a)
The
General
Partner
shall
keep
or
cause
to
be
kept
on
behalf
of
the
Partnership
a
register
in
which,
subject
to
such
reasonable
regulations
as
it may
prescribe
and
subject
to
the
provisions
of
Section
4.5(b),
the
Partnership
will
provide
for
the
registration
and
transfer
of
23
Limited
Partner
Interests.
The
Transfer
Agent
is
hereby
appointed
registrar
and
transfer
agent
for
the
purpose
of
registering
Common
Units
and
transfers
of such
Common
Units
as
herein
provided.
The
Partnership
shall
not
recognize
transfers
of
Certificates
evidencing
Limited
Partner
Interests
or
uncertificated Common
Units
unless
such
transfers
are
effected
in
the
manner
described
in
this
Section
4.5.
Upon
surrender
of
a
Certificate
for
registration
of
transfer
of any
Limited
Partner
Interests
evidenced
by
a
Certificate,
and
subject
to
the
provisions
of
Section
4.5(b),
the
appropriate
officers
of
the
General
Partner
on behalf
of
the
Partnership
shall
execute
and
deliver,
and
in
the
case
of
Common
Units,
the
Transfer
Agent
shall
countersign
and
deliver,
in
the
name
of
the holder
or
the
designated
transferee
or
transferees,
as
required
pursuant
to
the
holder's
instructions,
one
or
more
new
Certificates,
or
evidence
of
the
issuance of
uncertificated
Common
Units,
evidencing
the
same
aggregate
number
and
type
of
Limited
Partner
Interests
as
was
evidenced
by
the
Certificate
so surrendered.
Upon
receipt
of
proper
transfer
instructions
from
the
registered
owner
of
uncertificated
Common
Units,
such
uncertificated
Common
Units shall
be
cancelled,
issuance
of
new
equivalent
uncertificated
Common
Units
or
Certificates
shall
be
made
to
the
holder
of
Common
Units
entitled
thereto and
the
transaction
shall
be
recorded
upon
the
books
of
the
Partnership.
(b)
Except
as
otherwise
provided
in
Section
4.9,
the
Partnership
shall
not
recognize
any
transfer
of
Limited
Partner
Interests
evidenced
by
a Certificate
until
the
Certificates
evidencing
such
Limited
Partner
Interests
are
surrendered
for
registration
of
transfer,
or
any
evidence
of
uncertificated Common
Units
is
surrendered
together
with
proper
transfer
instructions,
as
applicable,
and
such
Certificates
or
transfer
instructions
are
accompanied
by
a Transfer
Application
duly
executed
by
the
transferee
(or
the
transferee's
attorney-in-fact
duly
authorized
in
writing).
No
charge
shall
be
imposed
by
the General
Partner
for
such
transfer;
provided
,
that
as
a
condition
to
the
issuance
of
any
new
Certificate,
or
issuance
of
uncertificated
Common
Units,
under this
Section
4.5,
the
General
Partner
may
require
the
payment
of
a
sum
sufficient
to
cover
any
tax
or
other
governmental
charge
that
may
be
imposed
with respect
thereto.
(c)
Limited
Partner
Interests
may
be
transferred
only
in
the
manner
described
in
this
Section
4.5.
The
transfer
of
any
Limited
Partner
Interests
and
the admission
of
any
new
Limited
Partner
shall
not
constitute
an
amendment
to
this
Agreement.
(d)
Until
admitted
as
a
Substituted
Limited
Partner
pursuant
to
Section
10.1,
the
Record
Holder
of
a
Limited
Partner
Interest
shall
be
an
Assignee
in respect
of
such
Limited
Partner
Interest.
Limited
Partners
may
include
custodians,
nominees
or
any
other
individual
or
entity
in
its
own
or
any representative
capacity.
(e)
A
transferee
of
a
Limited
Partner
Interest
who
has
completed
and
delivered
a
Transfer
Application
shall
be
deemed
to
have
(i)
requested admission
as
a
Substituted
Limited
Partner,
(ii)
agreed
to
comply
with
and
be
bound
by
and
to
have
executed
this
Agreement,
(iii)
represented
and warranted
that
such
transferee
has
the
right,
power
and
authority
and,
if
an
individual,
the
capacity
to
enter
into
this
Agreement,
(iv)
granted
the
powers
of attorney
set
forth
in
this
Agreement,
and
(v)
given
the
consents
and
approvals
and
made
the
waivers
contained
in
this
Agreement.
(f)
The
General
Partner
and
its
Affiliates
shall
have
the
right
at
any
time
to
transfer
their
Common
Units
to
one
or
more
Persons.
Section
4.6
Transfer
of
the
General
Partner's
General
Partner
Interest.
(a)
Subject
to
Section
4.6(b)
below,
the
General
Partner
may
transfer
all
or
any
of
its
General
Partner
Interest
without
Unitholder
approval.
(b)
Notwithstanding
anything
herein
to
the
contrary,
no
transfer
by
the
General
Partner
of
all
or
any
part
of
its
General
Partner
Interest
to
another Person
shall
be
permitted
unless
(i)
the
24
transferee
agrees
to
assume
the
rights
and
duties
of
the
General
Partner
under
this
Agreement
and
to
be
bound
by
the
provisions
of
this
Agreement,
(ii)
the Partnership
receives
an
Opinion
of
Counsel
that
such
transfer
would
not
result
in
the
loss
of
limited
liability
of
any
Limited
Partner
or
of
any
limited partner
of
the
Operating
Partnership
or
cause
the
Partnership
or
the
Operating
Partnership
to
be
treated
as
an
association
taxable
as
a
corporation
or otherwise
to
be
taxed
as
an
entity
for
federal
income
tax
purposes
(to
the
extent
not
already
so
treated
or
taxed),
and
(iii)
such
transferee
also
agrees
to purchase
all
(or
the
appropriate
portion
thereof,
if
applicable)
of
the
partnership
or
membership
interest
of
the
General
Partner
as
the
general
partner
or managing
member,
if
any,
of
each
other
Group
Member.
In
the
case
of
a
transfer
pursuant
to
and
in
compliance
with
this
Section
4.6,
the
transferee
or successor
(as
the
case
may
be)
shall,
subject
to
compliance
with
the
terms
of
Section
10.2,
be
admitted
to
the
Partnership
as
the
General
Partner immediately
prior
to
the
transfer
of
the
Partnership
Interest,
and
the
business
of
the
Partnership
shall
continue
without
dissolution.
Section
4.7
[Reserved.]
Section
4.8
Restrictions
on
Transfers.
(a)
Except
as
provided
in
Section
4.8(c)
below,
but
notwithstanding
the
other
provisions
of
this
Article
IV,
no
transfer
of
any
Partnership
Interests shall
be
made
if
such
transfer
would
(i)
violate
the
then
applicable
federal
or
state
securities
laws
or
rules
and
regulations
of
the
Commission,
any
state securities
commission
or
any
other
governmental
authority
with
jurisdiction
over
such
transfer,
(ii)
terminate
the
existence
or
qualification
of
the Partnership
or
the
Operating
Partnership
under
the
laws
of
the
jurisdiction
of
its
formation,
or
(iii)
cause
the
Partnership
or
the
Operating
Partnership
to
be treated
as
an
association
taxable
as
a
corporation
or
otherwise
to
be
taxed
as
an
entity
for
federal
income
tax
purposes
(to
the
extent
not
already
so
treated or
taxed).
(b)
The
General
Partner
may
impose
restrictions
on
the
transfer
of
Partnership
Interests
if
a
subsequent
Opinion
of
Counsel
determines
that
such restrictions
are
necessary
to
avoid
a
significant
risk
of
any
Group
Member
becoming
taxable
as
a
corporation
or
otherwise
to
be
taxed
as
an
entity
for federal
income
tax
purposes.
The
restrictions
may
be
imposed
by
making
such
amendments
to
this
Agreement
as
the
General
Partner
may
determine
to
be necessary
or
appropriate
to
impose
such
restrictions;
provided,
however
,
that
any
amendment
that
the
General
Partner
believes,
in
the
exercise
of
its reasonable
discretion,
could
result
in
the
delisting
or
suspension
of
trading
of
any
class
of
Limited
Partner
Interests
on
the
principal
National
Securities Exchange
on
which
such
class
of
Limited
Partner
Interests
is
then
traded
must
be
approved,
prior
to
such
amendment
being
effected,
by
the
holders
of
at least
a
majority
of
the
Outstanding
Limited
Partner
Interests
of
such
class.
(c)
Nothing
contained
in
this
Article
IV,
or
elsewhere
in
this
Agreement,
shall
preclude
the
settlement
of
any
transactions
involving
Partnership Interests
entered
into
through
the
facilities
of
any
National
Securities
Exchange
on
which
such
Partnership
Interests
are
listed
for
trading.
Section
4.9
Citizenship
Certificates;
Non-citizen
Assignees.
(a)
If
any
Group
Member
is
or
becomes
subject
to
any
federal,
state,
or
local
law
or
regulation
that,
in
the
reasonable
determination
of
the
General Partner,
creates
a
substantial
risk
of
cancellation
or
forfeiture
of
any
property
in
which
the
Group
Member
has
an
interest
based
on
the
nationality, citizenship
or
other
related
status
of
a
Limited
Partner
or
Assignee,
the
General
Partner
may
request
any
Limited
Partner
or
Assignee
to
furnish
to
the General
Partner,
within
thirty
(30)
days
after
receipt
of
such
request,
an
executed
Citizenship
Certification
or
such
other
information
concerning
his nationality,
citizenship,
or
other
related
status
(or,
if
the
Limited
Partner
or
Assignee
is
a
nominee
holding
for
the
account
of
another
Person,
the
nationality, citizenship
or
other
related
status
of
such
Person)
as
the
General
Partner
may
request.
If
a
25
Limited
Partner
or
Assignee
fails
to
furnish
to
the
General
Partner
within
the
aforementioned
thirty
(30)
day
period
such
Citizenship
Certification
or
other requested
information
or
if
upon
receipt
of
such
Citizenship
Certification
or
other
requested
information
the
General
Partner
determines,
with
the
advice
of counsel,
that
a
Limited
Partner
or
Assignee
is
not
an
Eligible
Citizen,
the
Partnership
Interests
owned
by
such
Limited
Partner
or
Assignee
shall
be
subject to
redemption
in
accordance
with
the
provisions
of
Section
4.10.
In
addition,
the
General
Partner
may
require
that
the
status
of
any
such
Partner
or Assignee
be
changed
to
that
of
a
Non-citizen
Assignee
and,
thereupon,
the
General
Partner
shall
be
substituted
for
such
Non-citizen
Assignee
as
the Limited
Partner
in
respect
of
his
Limited
Partner
Interests.
(b)
The
General
Partner
shall,
in
exercising
voting
rights
in
respect
of
Limited
Partner
Interests
held
by
it
on
behalf
of
Non-citizen
Assignees, distribute
the
votes
in
the
same
ratios
as
the
votes
of
Partners
(including
without
limitation
the
General
Partner)
in
respect
of
Limited
Partner
Interests
other than
those
of
Non-citizen
Assignees
are
cast,
either
for,
against
or
abstaining
as
to
the
matter.
(c)
Upon
dissolution
of
the
Partnership,
a
Non-citizen
Assignee
shall
have
no
right
to
receive
a
distribution
in
kind
pursuant
to
Section
12.4
but
shall be
entitled
to
the
cash
equivalent
thereof,
and
the
Partnership
shall
provide
cash
in
exchange
for
an
assignment
of
the
Non-citizen
Assignee's
share
of
the distribution
in
kind.
Such
payment
and
assignment
shall
be
treated
for
Partnership
purposes
as
a
purchase
by
the
Partnership
from
the
Non-citizen
Assignee of
his
Limited
Partner
Interest
(representing
his
right
to
receive
his
share
of
such
distribution
in
kind).
(d)
At
any
time
after
he
can
and
does
certify
that
he
has
become
an
Eligible
Citizen,
a
Non-citizen
Assignee
may,
upon
application
to
the
General Partner,
request
admission
as
a
Substituted
Limited
Partner
with
respect
to
any
Limited
Partner
Interests
of
such
Non-citizen
Assignee
not
redeemed pursuant
to
Section
4.10,
and
upon
his
admission
pursuant
to
Section
10.1,
the
General
Partner
shall
cease
to
be
deemed
to
be
the
Limited
Partner
in
respect of
the
Non-citizen
Assignee's
Limited
Partner
Interests.
Section
4.10
Redemption
of
Partnership
Interests
of
Non-citizen
Assignees.
(a)
If
at
any
time
a
Limited
Partner
or
Assignee
fails
to
furnish
a
Citizenship
Certification
or
other
information
requested
within
the
thirty
(30)
day period
specified
in
Section
4.9(a),
or
if
upon
receipt
of
such
Citizenship
Certification
or
other
information
the
General
Partner
determines,
with
the
advice of
counsel,
that
a
Limited
Partner
or
Assignee
is
not
an
Eligible
Citizen,
the
Partnership
may,
unless
the
Limited
Partner
or
Assignee
establishes
to
the satisfaction
of
the
General
Partner
that
such
Limited
Partner
or
Assignee
is
an
Eligible
Citizen
or
has
transferred
his
Partnership
Interests
to
a
Person
who
is an
Eligible
Citizen
and
who
furnishes
a
Citizenship
Certification
to
the
General
Partner
prior
to
the
date
fixed
for
redemption
as
provided
below,
redeem the
Partnership
Interest
of
such
Limited
Partner
or
Assignee
as
follows:
(i)
The
General
Partner
shall,
not
later
than
the
30th
day
before
the
date
fixed
for
redemption,
give
notice
of
redemption
to
the
Limited Partner
or
Assignee,
at
his
last
address
designated
on
the
records
of
the
Partnership
or
the
Transfer
Agent,
by
registered
or
certified
mail,
postage prepaid.
The
notice
shall
be
deemed
to
have
been
given
when
so
mailed.
The
notice
shall
specify
the
Redeemable
Interests,
the
date
fixed
for redemption,
the
place
of
payment,
that
(if
applicable)
payment
of
the
redemption
price
will
be
made
upon
surrender
of
the
Certificate
evidencing the
Redeemable
Interests
or,
if
such
Redeemable
Interests
are
uncertificated,
upon
receipt
of
evidence
satisfactory
to
the
General
Partner
of
the ownership
of
the
Redeemable
Interests,
and
that
on
and
after
the
date
fixed
for
redemption
no
further
allocations
or
distributions
to
which
the Limited
Partner
or
Assignee
would
otherwise
be
entitled
in
respect
of
the
Redeemable
Interests
will
accrue
or
be
made.
26
(ii)
The
aggregate
redemption
price
for
Redeemable
Interests
shall
be
an
amount
equal
to
the
Current
Market
Price
(the
date
of
determination of
which
shall
be
the
date
fixed
for
redemption)
of
Limited
Partner
Interests
of
the
class
to
be
so
redeemed
multiplied
by
the
number
of
Limited Partner
Interests
of
each
such
class
included
among
the
Redeemable
Interests.
The
redemption
price
shall
be
paid,
in
the
discretion
of
the
General Partner,
in
cash
or
by
delivery
of
a
promissory
note
of
the
Partnership
in
the
principal
amount
of
the
redemption
price,
bearing
interest
at
the
rate
of 10%
annually
and
payable
in
three
equal
annual
installments
of
principal
together
with
accrued
interest,
commencing
one
year
after
the
redemption date.
(iii)
Upon
surrender
by
or
on
behalf
of
the
Limited
Partner
or
Assignee,
at
the
place
specified
in
the
notice
of
redemption,
of
(x)
if
certificated, the
Certificate
evidencing
the
Redeemable
Interests,
duly
endorsed
in
blank
or
accompanied
by
an
assignment
duly
executed
in
blank,
or
(y)
if uncertificated,
upon
receipt
of
evidence
satisfactory
to
the
General
Partner
of
the
ownership
of
the
Redeemable
Interests,
the
Limited
Partner
or Assignee
or
his
duly
authorized
representative
shall
be
entitled
to
receive
the
payment
therefor.
(iv)
After
the
redemption
date,
Redeemable
Interests
shall
no
longer
constitute
issued
and
Outstanding
Limited
Partner
Interests.
(b)
The
provisions
of
this
Section
4.10
shall
also
be
applicable
to
Limited
Partner
Interests
held
by
a
Limited
Partner
or
Assignee
as
nominee
of
a Person
determined
to
be
other
than
an
Eligible
Citizen.
(c)
Nothing
in
this
Section
4.10
shall
prevent
the
recipient
of
a
notice
of
redemption
from
transferring
his
Limited
Partner
Interest
before
the redemption
date
if
such
transfer
is
otherwise
permitted
under
this
Agreement.
Upon
receipt
of
notice
of
such
a
transfer,
the
General
Partner
shall
withdraw the
notice
of
redemption,
provided
the
transferee
of
such
Limited
Partner
Interest
certifies
to
the
satisfaction
of
the
General
Partner
in
a
Citizenship Certification
delivered
in
connection
with
the
Transfer
Application
that
he
is
an
Eligible
Citizen.
If
the
transferee
fails
to
make
such
certification,
such redemption
shall
be
effected
from
the
transferee
on
the
original
redemption
date.
ARTICLE
V
CAPITAL
CONTRIBUTIONS
AND
ISSUANCE
OF
PARTNERSHIP
INTERESTS
Section
5.1
[Reserved.]
Section
5.2
Interest
and
Withdrawal.
No
interest
shall
be
paid
by
the
Partnership
on
Capital
Contributions.
No
Partner
or
Assignee
shall
be
entitled
to
the
withdrawal
or
return
of
its
Capital Contribution,
except
to
the
extent,
if
any,
that
distributions
made
pursuant
to
this
Agreement
or
upon
termination
of
the
Partnership
may
be
considered
as
such
by law
and
then
only
to
the
extent
provided
for
in
this
Agreement.
Except
to
the
extent
expressly
provided
in
this
Agreement,
no
Partner
or
Assignee
shall
have priority
over
any
other
Partner
or
Assignee
either
as
to
the
return
of
Capital
Contributions
or
as
to
profits,
losses
or
distributions.
Any
such
return
shall
be
a compromise
to
which
all
Partners
and
Assignees
agree
within
the
meaning
of
Section
17-502(b)
of
the
Delaware
Act.
Section
5.3
Capital
Accounts.
(a)
The
Partnership
shall
maintain
for
each
Partner
(or
a
Beneficial
Owner
of
Partnership
Interests
held
by
a
nominee
in
any
case
in
which
the nominee
has
furnished
the
identity
of
such
owner
to
the
Partnership
in
accordance
with
Section
6031(c)
of
the
Code
or
any
other
method
acceptable
to
the General
Partner)
owning
a
Partnership
Interest
a
separate
Capital
Account
with
27
respect
to
such
Partnership
Interest
in
accordance
with
the
rules
of
Treasury
Regulation
Section
1.704-1(b)(2)(iv).
The
Capital
Account
of
each
Partner shall
be
increased
by
(i)
the
amount
of
cash
and
the
Net
Agreed
Value
of
property
contributed
to
the
Partnership
by
such
Partner
pursuant
to
this Agreement
and
(ii)
all
items
of
Partnership
income
and
gain
allocated
to
such
Partner
pursuant
to
Section
6.1,
and
it
shall
be
decreased
by
(x)
the
amount
of cash
or
Net
Agreed
Value
of
all
distributions
of
cash
or
property
(other
than
Series
B
PIK
Preferred
Units)
made
to
such
Partner
pursuant
to
this
Agreement (provided
that
the
Capital
Account
of
a
Unitholder
holding
Series
C
Preferred
Units
shall
not
be
reduced
by
any
Series
C
Distributions
it
receives)
and (y)
all
items
of
Partnership
deduction
and
loss
allocated
to
such
Partner
pursuant
to
Section
6.1.
The
General
Partner
may
in
connection
with
the
issuance
of Partnership
Interests
adjust
the
balance
of
the
Capital
Account
of
any
Partner
so
as
to
preserve
the
agreed
economic
relationship
between
the
Partnership Interests
that
are
so
issued
and
the
Partnership
Interests
that
were
outstanding
prior
to
such
issuance;
provided
that
the
economic
relationships
between
the Partnership
Interests
that
were
outstanding
prior
to
such
issuance
are
not
changed
thereby.
Any
such
adjustment
shall
be
recorded
in
the
records
of
the Partnership.
For
the
avoidance
of
doubt,
each
holder
of
a
Series
B
Preferred
Unit
will
be
treated
as
a
partner
in
the
Partnership.
The
initial
Capital
Account balance
in
respect
of
each
Series
B
Preferred
Unit
issued
on
the
Series
B
Issuance
Date
shall
be
the
Adjusted
Series
B
Issue
Price,
and
the
initial
Capital Account
balance
in
respect
of
each
Series
B
PIK
Preferred
Unit
shall
be
zero.
The
Capital
Account
balance
of
each
holder
of
Series
B
Preferred
Units
in respect
of
its
Series
B
Preferred
Units
shall
not
be
increased
or
decreased
as
a
result
of
the
accrual
and
accumulation
of
an
unpaid
distribution
pursuant
to Section
5.10(b)(ii)(C)
or
Section
5.10(b)(ii)(D)
in
respect
of
such
Series
B
Preferred
Units
except
as
otherwise
provided
in
this
Agreement.
The
initial Capital
Account
balance
in
respect
of
each
Series
C
Preferred
Unit
issued
on
the
Series
C
Original
Issue
Date
shall
be
the
Series
C
Liquidation
Preference on
such
date.
(b)
The
items
of
income,
gain,
loss,
or
deduction
that
are
recognized
by
the
Partnership
for
federal
income
tax
purposes
during
a
taxable
period
of
the Partnership
shall
be
adjusted
as
is
set
out
in
this
Section
5.3(b)
and
shall
then
be
allocated
among
the
Partners
as
is
provided
in
Section
6.1.
(i)
The
Partnership
shall
be
treated
as
owning
directly
its
share
(as
determined
by
the
General
Partner)
of
all
property
owned
by
the Operating
Partnership
or
any
other
Subsidiary
that
is,
in
each
case,
classified
as
a
partnership
or
is
disregarded
for
federal
income
tax
purposes.
(ii)
All
fees
and
other
expenses
incurred
by
the
Partnership
to
promote
the
sale
of
(or
to
sell)
a
Partnership
Interest
that
cannot
either
be deducted
or
amortized
under
Section
709
of
the
Code
shall
be
treated
as
an
item
of
deduction
at
the
time
such
fees
and
other
expenses
are
incurred.
(iii)
The
computation
of
items
of
income,
gain,
loss
and
deduction
shall
be
made
without
regard
to
any
election
under
Section
754
of
the Code;
provided
that
if
an
adjustment
to
the
adjusted
tax
basis
of
any
Partnership
asset
is
required
pursuant
to
Section
734(b)
or
743(b)
of
the
Code, pursuant
to
Treasury
Regulation
Section
1.704-1(b)(2)(iv)(m),
to
be
taken
into
account
in
determining
Capital
Accounts,
the
amount
of
such adjustment
shall
be
treated
as
an
item
of
income
or
deduction,
as
the
case
may
be,
at
the
time
of
the
adjustment,
and
the
Carrying
Value
of
each Partnership
asset
in
respect
of
which
there
was
such
an
adjustment
shall
also
be
adjusted
at
that
time.
(iv)
Any
income,
gain,
deduction,
or
loss
attributable
to
the
taxable
disposition
of
any
Partnership
property
shall
be
determined
as
if
the adjusted
basis
of
such
property
were
equal
to
the
Partnership's
Carrying
Value
for
such
property
as
of
the
date
of
disposition.
28
(v)
Any
deductions
for
depreciation,
cost
recovery,
or
amortization
that
are
attributable
to
any
Partnership
property
shall
be
determined
as
if the
adjusted
basis
of
such
property
were
equal
to
the
Carrying
Value
thereof
and
by
using
a
rate
of
depreciation,
cost
recovery
or
amortization derived
from
the
same
method
and
useful
life
(or,
if
applicable,
the
remaining
useful
life)
as
is
applied
for
federal
income
tax
purposes
and appropriately
taking
into
account
the
length
of
any
short
taxable
period
of
the
Partnership;
provided,
however
,
that,
if
the
Partnership
property
has
a zero
adjusted
basis
for
federal
income
tax
purposes,
depreciation,
cost
recovery,
or
amortization
deductions
shall
be
determined
using
any reasonable
method
that
the
General
Partner
may
adopt.
Any
deduction
for
depreciation,
cost
recovery,
or
amortization
in
respect
of
Partnership property
that
is
determined
pursuant
to
this
Section
5.3(b)
shall
reduce
the
Carrying
Value
of
that
Partnership
property
as
of
the
end
of
the
taxable period
of
the
Partnership
in
which
such
deduction
was
recognized.
Notwithstanding
the
foregoing
portion
of
this
Section
5.3(b)(v),
such
deductions for
depreciation,
cost
recovery,
or
amortization
shall
be
determined
with
respect
to
any
portion
of
such
Carrying
Value
with
respect
to
which Treasury
Regulation
Section
1.704-3(d)
remedial
allocations
are
to
be
made
(including
reverse
section
704(c)
allocations
that
are
to
be
made
as Treasury
Regulation
Section
1.704-3(d)
remedial
allocations)
pursuant
to
provisions
hereof
in
accordance
with
a
method
that
is
permitted
by
such Treasury
Regulation
Section
1.704-3(d)
and
that
is
selected
by
the
General
Partner.
(vi)
If
the
Partnership's
adjusted
basis
in
property
is
reduced
for
federal
income
tax
purposes
pursuant
to
Section
48(q)(1)
or
48(q)(3)
of
the Code,
the
amount
of
such
reduction
shall
be
an
additional
depreciation
or
cost
recovery
deduction
in
the
year
such
property
is
placed
in
service
at the
time
of
such
reduction
and
shall
be
treated
as
a
reduction
in
the
Carrying
Value
of
such
property.
Any
restoration
of
such
basis
pursuant
to Section
48(q)(2)
of
the
Code
shall
be
an
item
of
income
at
the
time
of
such
restoration
and
shall
be
treated
as
an
increase
in
the
Carrying
Value
of such
property
at
the
time
of
such
restoration.
(vii)
Any
items
of
gain
and
loss
that
are
determined
pursuant
to
Section
5.3(d)
hereof
shall
be
treated
as
items
of
income
and
deduction, respectively,
that
are
recognized
in
the
taxable
period
of
the
Partnership
that
ends
with
the
event
that
causes
the
determination
of
such
gain
or
loss. An
item
of
income
of
the
Partnership
that
is
described
in
Section
705(a)(1)(B)
of
the
Code
(with
respect
to
items
of
income
that
are
exempt
from tax)
shall
be
treated
as
an
item
of
income
for
the
purpose
of
this
Section
5.3(b),
and
an
item
of
expense
of
the
Partnership
that
is
described
in Section
705(a)(2)(B)
of
the
Code
(with
respect
to
expenditures
that
are
deductible
and
not
chargeable
to
capital
accounts),
shall
be
treated
as
an item
of
deduction
for
the
purpose
of
this
Section
5.3(b).
(viii)
A
taxable
period
of
the
Partnership
includes
a
taxable
year
of
the
Partnership.
The
portion
of
a
taxable
period
of
the
Partnership
that
ends with
the
Closing
Date
or
with
an
event
in
respect
of
which
there
is
an
adjustment
to
Carrying
Values
pursuant
to
Section
5.3(d)
hereof
shall
be treated
as
the
end
of
a
taxable
period
of
the
Partnership.
The
portion
of
such
taxable
year
of
the
Partnership
that
begins
immediately
thereafter
shall be
treated
as
a
taxable
period
for
purposes
of
the
preceding
sentence
with
the
result
that
each
taxable
year
of
the
Partnership
may
contain
one
or more
taxable
periods
of
the
Partnership.
The
items
of
income,
gain,
loss
and
deduction
of
the
Partnership
that
are
recognized
for
federal,
state
or local
income
tax
purposes
prior
to
the
Closing
Date
shall
not
be
allocated
pursuant
to
this
Agreement.
(c)
A
transferee
of
a
Partnership
Interest
shall
succeed
to
a
pro
rata
portion
of
the
Capital
Account
of
the
transferor
relating
to
the
Partnership
Interest so
transferred.
29
(d)
(i)
In
accordance
with
Treasury
Regulation
Section
1.704-1(b)(2)(iv)(f)
and
Treasury
Regulation
Section
1.704-1(b)(2)(iv)(s),
on
an
issuance
of additional
Partnership
Interests
for
cash
or
Contributed
Property,
the
issuance
of
Partnership
Interests
as
consideration
for
the
provision
of
services
or
the conversion
of
the
General
Partner's
Combined
Interest
to
Common
Units
pursuant
to
Section
11.3(b),
the
Capital
Account
of
all
Partners
and
the
Carrying Value
of
each
Partnership
property
immediately
prior
to
such
issuance,
or
immediately
after
such
conversion,
shall
be
adjusted
upward
or
downward
to reflect
any
Unrealized
Gain
or
Unrealized
Loss
attributable
to
such
Partnership
property,
as
if
such
Unrealized
Gain
or
Unrealized
Loss
had
been recognized
on
an
actual
sale
of
each
such
property
for
an
amount
equal
to
its
fair
market
value
immediately
prior
to
such
issuance
or
on
the
date
of
such conversion.
Any
such
Unrealized
Gain
or
Unrealized
Loss
(or
items
thereof)
shall
be
allocated
among
the
Unitholders
pursuant
to
Section
6.1(c)
in
the same
manner
as
any
item
of
gain
or
loss
actually
recognized
following
an
event
giving
rise
to
the
dissolution
of
the
Partnership
would
have
been
allocated. In
determining
such
Unrealized
Gain
or
Unrealized
Loss,
the
aggregate
cash
amount
and
fair
market
value
of
all
Partnership
assets
(including
cash
or
cash equivalents)
immediately
prior
to
the
issuance
of
additional
Partnership
Interests
shall
be
determined
by
the
General
Partner
using
such
method
of
valuation as
it
may
adopt;
provided,
however
,
that
the
General
Partner,
in
arriving
at
such
valuation,
must
take
fully
into
account
the
fair
market
value
of
the Partnership
Interests
of
all
Partners
at
such
time.
The
General
Partner
shall
allocate
such
aggregate
value
among
the
assets
of
the
Partnership
(in
such manner
as
it
determines)
to
arrive
at
a
fair
market
value
for
individual
properties.
(ii)
In
accordance
with
Treasury
Regulation
Section
1.704-1(b)(2)(iv)(f),
immediately
prior
to
any
distribution
to
a
Partner
(other
than
a distribution
of
cash
that
is
not
in
redemption
or
retirement
of
a
Partnership
Interest),
the
General
Partner
may
cause
any
Unrealized
Gain
or Unrealized
Loss
attributable
to
each
Partnership
property
to
be
recognized,
and
allocated
in
the
same
manner
as
that
provided
in
Section
5.3(d)(i), as
if
there
had
been
a
sale
of
such
property
immediately
prior
to
such
distribution
in
which
event
the
Carrying
Value
of
each
Partnership
property shall
be
adjusted
as
of
the
beginning
of
the
next
taxable
period
to
an
amount
equal
to
the
fair
market
value
thereof.
In
determining
such
Unrealized Gain
or
Unrealized
Loss,
the
aggregate
cash
amount
and
fair
market
value
of
all
Partnership
assets
immediately
prior
to
a
distribution
shall
(A)
in the
case
of
a
distribution
that
is
not
made
pursuant
to
Section
12.4
be
determined
and
allocated
in
the
same
manner
as
that
provided
in Section
5.3(d)(i)
or
(B)
in
the
case
of
a
liquidating
distribution
pursuant
to
Section
12.4,
be
determined
and
allocated
by
the
Liquidator
using
such reasonable
method
of
valuation
as
it
may
adopt.
Section
5.4
Issuances
of
Additional
Partnership
Securities.
(a)
Subject
to
any
approvals
required
by
Section
5.10(b)(vi)
or
Section
5.11(b)(iii)(C),
the
Partnership
may
issue
additional
Partnership
Securities
and options,
rights,
warrants,
and
appreciation
rights
relating
to
the
Partnership
Securities
for
any
Partnership
purpose
at
any
time
and
from
time
to
time
to
such Persons
for
such
consideration
and
on
such
terms
and
conditions
as
the
General
Partner
shall
determine,
all
without
the
approval
of
any
Limited
Partners.
(b)
Each
additional
Partnership
Security
authorized
to
be
issued
by
the
Partnership
pursuant
to
Section
5.4(a)
may
be
issued
in
one
or
more
classes, or
one
or
more
series
of
any
such
classes,
with
such
designations,
preferences,
rights,
powers,
and
duties
(which
may
be
senior
to
existing
classes
and
series of
Partnership
Securities),
as
shall
be
fixed
by
the
General
Partner
in
the
exercise
of
its
sole
discretion,
including
(i)
the
right
to
share
Partnership
profits and
losses
or
items
thereof;
(ii)
the
right
to
share
in
Partnership
distributions
(the
specification
of
which
may
include
an
amendment
of
Section
6.1);
(iii)
the rights
upon
dissolution
and
liquidation
of
the
Partnership;
(iv)
whether,
and
the
terms
and
conditions
upon
which,
the
Partnership
may
redeem
the Partnership
Security;
(v)
whether
such
Partnership
Security
is
issued
with
the
privilege
of
30
conversion
or
exchange
and,
if
so,
the
terms
and
conditions
of
such
conversion
or
exchange;
(vi)
the
terms
and
conditions
upon
which
each
Partnership Security
will
be
issued,
evidenced
by
certificates
and
assigned
or
transferred;
(vii)
the
number
of
Units
to
which
such
Partnership
Securities
are
equivalent for
the
purpose
of
determining
Percentage
Interest
(and
only
for
such
purpose);
and
(viii)
the
right,
if
any,
of
each
such
Partnership
Security
to
vote
on Partnership
matters,
including
matters
relating
to
the
relative
rights,
preferences,
and
privileges
of
such
Partnership
Security.
(c)
The
General
Partner
is
hereby
authorized
and
directed
to
take
all
actions
that
it
deems
necessary
or
appropriate
in
connection
with
(i)
each issuance
of
Partnership
Securities
and
options,
rights,
warrants,
and
appreciation
rights
relating
to
Partnership
Securities
pursuant
to
this
Section
5.4,
(ii)
the conversion
of
the
General
Partner
Interest
into
Units
pursuant
to
the
terms
of
this
Agreement,
(iii)
the
admission
of
Additional
Limited
Partners,
and
(iv)
all additional
issuances
of
Partnership
Securities.
The
General
Partner
is
further
authorized
and
directed
to
specify
the
relative
rights,
powers,
and
duties
of
the holders
of
the
Units
or
other
Partnership
Securities
being
so
issued.
The
General
Partner
shall
do
all
things
necessary
to
comply
with
the
Delaware
Act
and is
authorized
and
directed
to
do
all
things
it
deems
to
be
necessary
or
advisable
in
connection
with
any
future
issuance
of
Partnership
Securities
or
in connection
with
the
conversion
of
the
General
Partner
Interest
into
Units
pursuant
to
the
terms
of
this
Agreement,
including
compliance
with
any
statute, rule,
regulation,
or
guideline
of
any
federal,
state,
or
other
governmental
agency
or
any
National
Securities
Exchange
on
which
the
Units
or
other Partnership
Securities
are
listed
for
trading.
(d)
No
fractional
Units
shall
be
issued
by
the
Partnership.
Section
5.5
Limited
Preemptive
Right.
Except
as
provided
in
this
Section
5.5
and
in
Section
5.1,
no
Person
shall
have
any
preemptive,
preferential
or
other
similar
right
with
respect
to
the
issuance of
any
Partnership
Security,
whether
unissued,
held
in
the
treasury
or
hereafter
created.
The
General
Partner
shall
have
the
right,
which
it
may
from
time
to
time assign
in
whole
or
in
part
to
any
of
its
Affiliates,
to
purchase
Partnership
Securities
from
the
Partnership
whenever,
and
on
the
same
terms
that,
the
Partnership issues
Partnership
Securities
to
Persons
other
than
the
General
Partner
and
its
Affiliates,
to
the
extent
necessary
to
maintain
the
Percentage
Interests
of
the
General Partner
and
its
Affiliates
equal
to
that
which
existed
immediately
prior
to
the
issuance
of
such
Partnership
Securities.
Section
5.6
Splits
and
Combinations.
(a)
Subject
to
Sections
5.6(d),
6.6,
and
6.8
(dealing
with
adjustments
of
distribution
levels),
the
Partnership
may
make
a
Pro
Rata
distribution
of Partnership
Securities
(other
than
a
distribution
of
Series
B
Preferred
Units
or
Series
C
Preferred
Units)
to
all
Record
Holders
or
may
effect
a
subdivision
or combination
of
Partnership
Securities
so
long
as,
after
any
such
event,
each
Partner
shall
have
the
same
Percentage
Interest
in
the
Partnership
as
before such
event,
and
any
amounts
calculated
on
a
per
Unit
basis
or
stated
as
a
number
of
Units
are
proportionately
adjusted
retroactive
to
the
beginning
of
the Partnership.
(b)
Whenever
such
a
distribution,
subdivision,
or
combination
of
Partnership
Securities
is
declared,
the
General
Partner
shall
select
a
Record
Date
as of
which
the
distribution,
subdivision,
or
combination
shall
be
effective
and
shall
send
notice
thereof
at
least
twenty
(20)
days
prior
to
such
Record
Date
to each
Record
Holder
as
of
a
date
not
less
than
ten
(10)
days
prior
to
the
date
of
such
notice.
The
General
Partner
also
may
cause
a
firm
of
independent public
accountants
selected
by
it
to
calculate
the
number
of
Partnership
Securities
to
be
held
by
each
Record
Holder
after
giving
effect
to
such
distribution, subdivision,
or
combination.
The
General
Partner
shall
be
31
entitled
to
rely
on
any
certificate
provided
by
such
firm
as
conclusive
evidence
of
the
accuracy
of
such
calculation.
(c)
Promptly
following
any
such
distribution,
subdivision,
or
combination,
the
Partnership
may
issue
Certificates
or
uncertificated
Partnership Securities
to
the
Record
Holders
of
Partnership
Securities
as
of
the
applicable
Record
Date
representing
the
new
number
of
Partnership
Securities
held
by such
Record
Holders,
or
the
General
Partner
may
adopt
such
other
procedures
as
it
may
deem
appropriate
to
reflect
such
changes.
If
any
such
combination results
in
a
smaller
total
number
of
Partnership
Securities
Outstanding,
the
Partnership
shall
require,
as
a
condition
to
the
delivery
to
a
Record
Holder
of such
new
Certificate
or
uncertificated
Partnership
Securities,
as
applicable,
the
surrender
of
any
Certificate
held
by
such
Record
Holder
immediately
prior to
such
Record
Date.
(d)
The
Partnership
shall
not
issue
fractional
Units
upon
any
distribution,
subdivision,
or
combination
of
Units.
If
a
distribution,
subdivision,
or combination
of
Units
would
result
in
the
issuance
of
fractional
Units
but
for
the
provisions
of
Section
5.4(d)
and
this
Section
5.6(d),
each
fractional
Unit shall
be
rounded
to
the
nearest
whole
Unit
(and
a
0.5
Unit
shall
be
rounded
to
the
next
higher
Unit).
Section
5.7
Fully
Paid
and
Non-Assessable
Nature
of
Limited
Partner
Interests.
All
Limited
Partner
Interests
issued
pursuant
to,
and
in
accordance
with
the
requirements
of,
this
Article
V
shall
be
fully
paid
and
non-assessable
Limited Partner
Interests
in
the
Partnership,
except
as
such
non-assessability
may
be
affected
by
Section
17-607
of
the
Delaware
Act.
Section
5.8
[Reserved].
Section
5.9
[Reserved].
Section
5.10
Establishment
of
Series
B
Preferred
Units.
(a)
General.
The
Partnership
has
designated
and
created
a
series
of
Units
designated
as
"Series
B
Cumulative
Convertible
Preferred
Units"
and consisting
of
a
total
of
50,000,000
Series
B
Preferred
Units,
plus
any
additional
Series
B
Preferred
Units
issued
in
kind
as
a
distribution
pursuant
to Section
5.10(b)(ii)
("
Series
B
PIK
Preferred
Units
"
and,
together
with
such
Series
B
Preferred
Units
issued
on
a
Series
B
Issuance
Date,
the
"
Series
B Preferred
Units
"),
having
the
same
rights,
preferences,
and
privileges,
and
subject
to
the
same
duties
and
obligations,
as
the
Common
Units,
except
as
set forth
in
this
Section
5.10
and
in
Sections
5.3,
6.9,
and
12.4.
Other
than
with
respect
to
the
Series
B
PIK
Preferred
Units,
immediately
following
the
Series
B Issuance
Date
and
thereafter
no
additional
Series
B
Preferred
Units
shall
be
designated,
created,
or
issued
without
the
prior
written
approval
of
the
General Partner
and
the
holders
of
a
majority
of
the
Outstanding
Series
B
Preferred
Units.
(b)
Rights
of
Series
B
Preferred
Units.
The
Series
B
Preferred
Units
shall
have
the
following
rights,
preferences,
and
privileges
and
shall
be subject
to
the
following
duties
and
obligations:
(i)
Allocations.
Notwithstanding
anything
to
the
contrary
in
Section
6.1(a),
following
any
allocation
made
pursuant
to
Section
6.1(d)
and
prior
to
any allocation
made
pursuant
to
any
other
subsection
of
Section
6.1,
items
of
Partnership
gross
income
shall
be
allocated
to
all
Unitholders
in respect
of
Series
B
Preferred
Units,
Pro
Rata,
until
the
aggregate
of
such
items
allocated
to
such
Unitholders
pursuant
to
this
Section
5.10(b) (i)
for
the
current
and
all
previous
taxable
periods
since
the
issuance
of
the
Series
B
Preferred
Units
is
equal
to
the
lesser
of
(x)
the
sum
of (I)
the
aggregate
amount
of
cash
(but,
for
the
avoidance
of
doubt,
not
Series
B
PIK
Preferred
Units)
distributed
with
respect
to
such
Series
B
32
Preferred
Units
for
the
current
and
previous
taxable
periods
and
(II)
aggregate
Net
Loss
allocated
to
the
Unitholders
in
respect
of
Series
B Preferred
Units
pursuant
to
Section
5.10(b)(i)(B),
for
the
current
and
all
previous
taxable
periods
or
(y)
the
Gross
Income
Allocation
Cap.
(ii)
Distributions.
(A)
For
each
Quarter
ending
after
the
date
of
this
Agreement,
the
holders
of
the
Series
B
Preferred
Units
as
of
an
applicable
Record Date
shall
be
entitled
to
receive
cumulative
distributions
(each,
a
"
Series
B
Quarterly
Distribution
")
in
the
amount
set
forth
in
this Section
5.10(b)(ii)(A)
in
respect
of
each
Outstanding
Series
B
Preferred
Unit.
All
such
distributions
shall
be
paid
Quarterly
within
forty-five (45)
days
after
the
end
of
each
Quarter
(each
such
payment
date,
a
"
Series
B
Distribution
Payment
Date
").
The
Series
B
Quarterly Distribution
on
each
Outstanding
Series
B
Preferred
Unit
shall
be
equal
to
the
sum
of
(i)
the
Series
B
Cash
Payment
Amount,
(ii)
any accrued
Series
B
Unpaid
Cash
Distributions,
(iii)
the
Series
B
PIK
Payment
Amount,
and
(iv)
any
accrued
and
unpaid
Series
B
PIK Preferred
Units.
The
General
Partner
shall
establish
a
Record
Date
in
its
reasonable
discretion
with
respect
to
each
Series
B
Quarterly Distribution.
Unless
otherwise
expressly
provided,
references
in
this
Agreement
to
Series
B
Preferred
Units
shall
include
all
Series
B
PIK Preferred
Units
Outstanding
as
of
any
date
of
such
determination.
(B)
When
any
Series
B
PIK
Preferred
Units
are
payable
to
a
Record
Holder
of
Series
B
Preferred
Units
pursuant
to
this
Section
5.10, the
Partnership
shall
issue
the
Series
B
PIK
Preferred
Units
to
such
Record
Holder
no
later
than
the
applicable
Series
B
Distribution Payment
Date
(the
date
of
issuance
of
such
Series
B
PIK
Preferred
Units,
the
"
Series
B
PIK
Preferred
Payment
Date
").
On
each
applicable Series
B
PIK
Preferred
Payment
Date,
the
Partnership
shall
issue
to
such
Series
B
Unitholder
a
Certificate
or
Certificates
for
the
number
of Series
B
PIK
Preferred
Units
to
which
such
Series
B
Unitholder
shall
be
entitled
on
such
Series
B
PIK
Preferred
Payment
Date.
If
the Partnership
fails
to
pay
in
full
any
Series
B
PIK
Preferred
Units
required
to
be
issued
pursuant
to
a
Series
B
Quarterly
Distribution
when due,
then
the
holders
entitled
to
the
unpaid
Series
B
PIK
Preferred
Units
shall
be
entitled
to
(I)
receive
Series
B
Quarterly
Distributions
in subsequent
Quarters
on
such
unpaid
Series
B
PIK
Preferred
Units,
(II)
receive
the
Series
B
Liquidation
Value
in
accordance
with Section
5.10(b)(iv)
in
respect
of
such
unpaid
Series
B
PIK
Preferred
Units,
and
(III)
all
other
rights
under
this
Agreement
as
if
such
unpaid Series
B
PIK
Preferred
Units
had
in
fact
been
distributed
on
the
date
due.
Fractional
Series
B
PIK
Preferred
Units
shall
not
be
issued
to
any person
(each
fractional
Series
B
PIK
Preferred
Unit
shall
be
rounded
to
the
nearest
whole
Series
B
PIK
Preferred
Unit
(and
a
0.5
Series
B PIK
Preferred
Unit
shall
be
rounded
to
the
next
higher
Series
B
PIK
Preferred
Unit)).
(C)
The
Partnership
shall
be
entitled
to
make
cash
distributions
pursuant
to
Section
6.4;
provided,
however,
that,
if
the
Partnership
fails to
pay
in
full
the
Series
B
Cash
Payment
Amount
of
any
Series
B
Quarterly
Distribution
when
due,
then
from
and
after
the
first
date
of
such failure
and
continuing
until
such
failure
is
cured
by
payment
in
full
in
cash
of
all
such
cash
arrearages
with
respect
to
any
Series
B
Quarterly Distribution,
(y)
the
amount
of
such
unpaid
cash
distributions
unless
and
until
paid
("
Series
B
Unpaid
Cash
Distributions
")
will
accrue
and accumulate
from
and
including
the
first
day
of
the
Quarter
immediately
following
the
Quarter
in
respect
of
which
such
payment
is
due
until paid
in
full
and
(z)
the
Partnership
shall
not
be
permitted
to,
and
shall
not,
declare
or
make
any
distributions
in
respect
of
any
Series
B Junior
Securities.
33
(D)
The
aggregate
Series
B
Cash
Payment
Amount
to
be
so
distributed
in
respect
of
the
Series
B
Preferred
Units
Outstanding
as
of
the Record
Date
for
a
Series
B
Quarterly
Distribution
shall
be
paid
out
of
Available
Cash
or
appropriate
provision
shall
be
made
therefor
prior to
making
any
distribution
pursuant
to
Section
6.4.
To
the
extent
that
any
portion
of
a
Series
B
Quarterly
Distribution
to
be
paid
in
cash
with respect
to
any
Quarter
exceeds
the
amount
of
Available
Cash
for
such
Quarter,
an
amount
of
cash
equal
to
the
Available
Cash
for
such Quarter
will
be
paid
to
the
Series
B
Unitholders
Pro
Rata
and
the
balance
of
such
Series
B
Quarterly
Distribution
shall
be
unpaid
and
shall constitute
an
arrearage
and
shall
accrue
and
accumulate
as
set
forth
in
Section
5.10(b)(ii)(C).
(E)
Notwithstanding
anything
in
this
Section
5.10(b)(ii)
to
the
contrary,
with
respect
to
any
Series
B
Preferred
Unit
that
is
exchanged for
an
ENLC
Common
Unit,
the
holder
thereof
shall
not
be
entitled
to
a
distribution
in
respect
of
such
Series
B
Preferred
Unit
and
a distribution
in
respect
of
such
ENLC
Common
Unit
with
respect
to
the
same
period,
but
shall
be
entitled
only
to
the
distribution
to
be
paid in
respect
of
the
Series
B
Preferred
Units
or
ENLC
Common
Units
held
as
of
the
close
of
business
on
the
Record
Date
for
the
Series
B Quarterly
Distribution
or
the
record
date
established
by
ENLC
Manager
for
payment
of
a
distribution
on
the
ENLC
Common
Units
pursuant to
the
ENLC
Operating
Agreement,
as
applicable.
For
the
avoidance
of
doubt,
if
a
Series
B
Exchange
Date
occurs
prior
to
the
close
of business
on
a
record
date
established
by
ENLC
Manager
for
payment
of
a
distribution
on
the
ENLC
Common
Units,
the
applicable
holder of
Series
B
Preferred
Units
shall
receive,
with
respect
to
any
Series
B
Preferred
Units
that
have
been
exchanged
for
ENLC
Common
Units, only
the
distribution
in
respect
of
such
ENLC
Common
Units
with
respect
to
such
period.
(F)
Notwithstanding
anything
in
this
Agreement
to
the
contrary,
no
later
than
the
fifth
anniversary
of
the
date
on
which
any
Series
B Unpaid
Cash
Distributions
have
first
accrued,
the
Partnership
shall
pay
to
the
Series
B
Unitholders
all
Series
B
Unpaid
Cash
Distributions that
have
accrued
as
of
such
date.
Following
payment
in
full
of
all
such
accrued
Series
B
Unpaid
Cash
Distributions,
the
Partnership
shall
be permitted,
subject
to
continued
compliance
with
this
Section
5.10(b)(ii)(F),
to
cause
Series
B
Unpaid
Cash
Distributions
to
accrue
with respect
to
the
Series
B
Preferred
Units.
(G)
Notwithstanding
anything
in
Article
VI
to
the
contrary,
the
holder
of
the
General
Partner
Interest
shall
not
be
entitled
to
receive distributions
or
allocations
of
income
or
gain
that
correspond
or
relate
to
amounts
distributed
or
allocated
to
Unitholders
in
respect
of Series
B
Preferred
Units.
(iii)
Issuance
of
the
Series
B
Preferred
Units.
The
Series
B
Preferred
Units
(excluding
Series
B
PIK
Preferred
Units)
have
been
issued
by the
Partnership
pursuant
to
the
terms
and
conditions
of
the
Series
B
Purchase
Agreement.
(iv)
Liquidation
Value.
In
the
event
of
any
liquidation,
dissolution
and
winding
up
of
the
Partnership
under
Section
12.4
or
a
sale, exchange,
or
other
disposition
of
all
or
substantially
all
of
the
assets
of
the
Partnership,
either
voluntary
or
involuntary,
the
Record
Holders
of
the Series
B
Preferred
Units
shall
be
entitled
to
receive,
out
of
the
assets
of
the
Partnership
available
for
distribution
to
the
Partners
or
any
Assignees, prior
and
in
preference
to
any
distribution
of
any
assets
of
the
Partnership
to
the
Record
Holders
of
any
other
class
or
series
of
Partnership
Interests, the
positive
value
in
each
such
holder's
Capital
Account
in
respect
of
such
Series
B
Preferred
Units.
If
in
the
year
of
such
liquidation
and
winding up,
or
sale,
exchange,
or
other
disposition
of
all
or
substantially
all
of
the
assets
of
the
Partnership,
any
such
Record
Holder's
Capital
Account
in respect
of
such
Series
B
Preferred
Units
is
less
34
than
the
aggregate
Series
B
Liquidation
Value
of
such
Series
B
Preferred
Units,
then
notwithstanding
anything
to
the
contrary
contained
in
this Agreement,
and
prior
to
any
other
allocation
pursuant
to
this
Agreement
for
such
year
and
prior
to
any
distribution
pursuant
to
the
preceding sentence,
items
of
gross
income
and
gain
shall
be
allocated
to
all
Unitholders
then
holding
Series
B
Preferred
Units,
Pro
Rata,
until
the
Capital Account
in
respect
of
each
Outstanding
Series
B
Preferred
Unit
is
equal
to
the
Series
B
Liquidation
Value
(and
no
other
allocation
pursuant
to
this Agreement
shall
reverse
the
effect
of
such
allocation).
If
in
the
year
of
such
liquidation,
dissolution,
or
winding
up
any
such
Record
Holder's Capital
Account
in
respect
of
such
Series
B
Preferred
Units
is
less
than
the
aggregate
Series
B
Liquidation
Value
of
such
Series
B
Preferred
Units after
the
application
of
the
preceding
sentence,
then
to
the
extent
permitted
by
applicable
law
and
notwithstanding
anything
to
the
contrary contained
in
this
Agreement,
items
of
gross
income
and
gain
for
any
preceding
taxable
period(s)
with
respect
to
which
IRS
Form
1065 Schedules
K-1
have
not
been
filed
by
the
Partnership
shall
be
reallocated
to
all
Unitholders
then
holding
Series
B
Preferred
Units,
Pro
Rata,
until the
Capital
Account
in
respect
of
each
such
Outstanding
Series
B
Preferred
Unit
after
making
allocations
pursuant
to
this
and
the
immediately preceding
sentence
is
equal
to
the
Series
B
Liquidation
Value
(and
no
other
allocation
pursuant
to
this
Agreement
shall
reverse
the
effect
of
such allocation).
After
such
allocations
have
been
made
to
the
Outstanding
Series
B
Preferred
Units
(and
then
to
the
Outstanding
Series
C
Preferred Units
pursuant
to
Section
5.11(b)(v),
if
applicable),
any
remaining
Net
Termination
Gain
or
Net
Termination
Loss
shall
be
allocated
to
the
Partners pursuant
to
Section
6.1(c)
or
Section
6.1(d),
as
the
case
may
be.
At
the
time
of
the
dissolution
of
the
Partnership,
subject
to
Section
17-804
of
the Delaware
Act,
the
Record
Holders
of
the
Series
B
Preferred
Units
shall
become
entitled
to
receive
any
distributions
in
respect
of
the
Series
B Preferred
Units
that
are
accrued
and
unpaid
as
of
the
date
of
such
distribution,
and
shall
have
the
status
of,
and
shall
be
entitled
to
all
remedies available
to,
a
creditor
of
the
Partnership,
and
such
entitlement
of
the
Record
Holders
of
the
Series
B
Preferred
Units
to
such
accrued
and
unpaid distributions
shall
have
priority
over
any
entitlement
of
any
other
Partners
or
Assignees
with
respect
to
any
distributions
by
the
Partnership
to
such other
Partners
or
Assignees;
provided,
however
,
that
the
General
Partner,
as
such,
will
have
no
liability
for
any
obligations
with
respect
to
such distributions
to
any
Record
Holder(s)
of
Series
B
Preferred
Units.
(v)
Voting
Rights.
(A)
Except
as
provided
in
Section
5.10(b)(v)(B)
below,
the
Outstanding
Series
B
Preferred
Units
shall
have
voting
rights
that
are identical
to
the
voting
rights
of
the
Common
Units
and
shall
vote
with
the
Common
Units
as
a
single
class,
so
that
each
holder
of Outstanding
Series
B
Preferred
Units
will
be
entitled
to
a
number
of
votes
equal
to
the
product
of
(i)
the
number
of
Outstanding
Series
B Preferred
Units
held
by
such
holder,
multiplied
by
(ii)
the
Series
B
Distribution
Exchange
Rate
(the
"
Series
B
Deemed
Votes
"),
on
each matter
with
respect
to
which
each
Common
Unit
is
entitled
to
vote.
Each
reference
in
this
Agreement
to
a
vote
of
Record
Holders
of Common
Units
shall
be
deemed
to
be
a
reference
to
the
holders
of
Common
Units
and
Series
B
Preferred
Units
(based
on
the
number
of Series
B
Deemed
Votes),
and
the
definition
of
"Unit
Majority"
shall
correspondingly
be
construed
to
mean
at
least
a
majority
of
the Common
Units
and
the
Series
B
Preferred
Units
(based
on
the
number
of
Series
B
Deemed
Votes),
voting
together
as
a
single
class
during any
period
in
which
any
Series
B
Preferred
Units
are
Outstanding.
(B)
Notwithstanding
any
other
provision
of
this
Agreement,
in
addition
to
all
other
requirements
imposed
by
Delaware
law,
and
all other
voting
rights
granted
under
this
Agreement,
the
affirmative
vote
of
the
Record
Holders
of
a
majority
of
the
Outstanding
35
Series
B
Preferred
Units,
voting
separately
as
a
class
based
upon
one
vote
per
Series
B
Preferred
Unit,
shall
be
necessary
on
any
matter
that (i)
adversely
affects
any
of
the
rights,
preferences,
and
privileges
of
the
Series
B
Preferred
Units
or
(ii)
amends
or
modifies
any
of
the
terms of
the
Series
B
Preferred
Units.
Without
limiting
the
generality
of
the
preceding
sentence,
any
action
(including
any
action
by
merger, consolidation,
or
other
business
combination)
shall
be
deemed
to
adversely
affect
the
holders
of
the
Series
B
Preferred
Units
if
such
action would:
(1)
reduce
the
Series
B
Cash
Payment
Amount
or
Series
B
PIK
Payment
Amount,
change
the
form
of
payment
of
distributions on
the
Series
B
Preferred
Units,
defer
the
date
from
which
distributions
on
the
Series
B
Preferred
Units
will
accrue,
cancel
accrued and
unpaid
distributions
on
the
Series
B
Preferred
Units
or
any
interest
accrued
thereon
(including
any
accrued
Series
B
Unpaid Cash
Distributions
or
Series
B
PIK
Preferred
Units),
or
change
the
seniority
rights
of
the
Series
B
Unitholders
as
to
the
payment
of distributions
in
relation
to
the
Unitholders
of
any
other
class
or
series
of
Units;
(2)
reduce
the
amount
payable
or
change
the
form
of
payment
to
the
holders
of
the
Series
B
Preferred
Units
upon
the voluntary
or
involuntary
liquidation,
dissolution
or
winding
up,
or
sale
of
all
or
substantially
all
of
the
assets,
of
the
Partnership,
or change
the
seniority
of
the
liquidation
preferences
of
the
holders
of
the
Series
B
Preferred
Units
in
relation
to
the
rights
upon liquidation
of
the
holders
of
any
other
class
or
series
of
Units;
(3)
make
the
Series
B
Preferred
Units
redeemable,
convertible
or
exchangeable
at
the
option
of
the
Partnership
other
than
as set
forth
herein;
(4)
amend
or
modify
any
organizational
or
governing
document
of
any
Subsidiary
of
the
Partnership
except
for
amendments or
modifications
that
the
General
Partner
determines
will
not
materially
adversely
affect
the
Partnership's
ability
to
pay
Series
B Quarterly
Distributions;
or
(5)
result
in
incurrence
by
the
Partnership
and
its
Subsidiaries
of
any
funded
debt
if,
immediately
after
the
incurrence
thereof and
giving
pro
forma
effect
to
the
use
of
proceeds
thereof,
the
Consolidated
Leverage
Ratio
(as
defined
in
the
Credit
Agreement)
as of
the
end
of
the
most
recently
ended
Quarter
for
which
financial
statements
are
available
would
exceed
(i)
5.50
to
1.00
if
such
debt is
not
incurred
during
an
Acquisition
Period
(as
defined
in
the
Credit
Agreement)
or
(ii)
6.00
to
1.00
if
such
debt
is
incurred
during an
Acquisition
Period.
For
purposes
of
this
Agreement,
the
Consolidated
Leverage
Ratio
and
components
thereof
shall
be
calculated in
accordance
with
the
Credit
Agreement,
including
the
inclusion
of
Material
Project
EBITDA
Adjustments
and
pro
forma
concepts to
the
extent
permitted
by
the
Credit
Agreement.
(vi)
No
Series
B
Parity
Securities
or
Series
B
Senior
Securities.
Other
than
Series
B
PIK
Preferred
Units
issued
in
connection
with
the Series
B
Quarterly
Distribution,
the
Partnership
shall
not,
without
the
affirmative
vote
of
the
holders
of
a
majority
of
the
Outstanding
Series
B Preferred
Units,
issue
any
Series
B
Parity
Securities
or
Series
B
Senior
Securities
(or
amend
the
provisions
of
any
class
of
Partnership
Securities
to make
such
class
of
Partnership
Securities
a
class
of
Series
B
Parity
Securities
or
Series
B
Senior
Securities);
provided,
however
,
that
the Partnership
may,
without
the
affirmative
vote
of
the
holders
of
Outstanding
Series
B
Preferred
Units,
create
(by
reclassification
or
otherwise)
and issue
Series
B
Junior
Securities
in
an
unlimited
amount.
36
(vii)
Certificates.
(A)
The
Series
B
Preferred
Units
shall
be
evidenced
by
Certificates
in
such
form
as
the
General
Partner
may
approve
and,
subject
to the
satisfaction
of
(i)
any
applicable
legal
or
regulatory
requirements
and
(ii)
any
applicable
contractual
requirements
governing
the
transfer by
a
Series
B
Unitholder
of
Series
B
Preferred
Units,
may
be
assigned
or
transferred
in
a
manner
identical
to
the
assignment
and
transfer
of other
Units;
unless
and
until
the
General
Partner
determines
to
assign
the
responsibility
to
another
Person,
the
Partnership
will
act
as
the registrar
and
transfer
agent
for
the
Series
B
Preferred
Units.
The
Certificates
evidencing
Series
B
Preferred
Units
shall
be
separately identified
and
shall
not
bear
the
same
CUSIP
number
as
the
Certificates
evidencing
Common
Units.
(B)
The
certificate(s)
representing
the
Series
B
Preferred
Units
may
be
imprinted
with
a
legend
in
substantially
the
following
form:
"NEITHER
THE
OFFER
NOR
SALE
OF
THESE
SECURITIES
HAS
BEEN
REGISTERED
UNDER
THE
SECURITIES
ACT OF
1933,
AS
AMENDED.
THESE
SECURITIES
MAY
NOT
BE
SOLD,
OFFERED
FOR
SALE,
PLEDGED
OR HYPOTHECATED
IN
THE
ABSENCE
OF
A
REGISTRATION
STATEMENT
IN
EFFECT
WITH
RESPECT
TO
THE SECURITIES
UNDER
SUCH
ACT
OR
PURSUANT
TO
AN
EXEMPTION
FROM
REGISTRATION
THEREUNDER
AND,
IN THE
CASE
OF
A
TRANSACTION
EXEMPT
FROM
REGISTRATION,
UNLESS
SOLD
PURSUANT
TO
RULE
144
UNDER SUCH
ACT
OR
THE
PARTNERSHIP
HAS
RECEIVED
DOCUMENTATION
REASONABLY
SATISFACTORY
TO
IT
THAT SUCH
TRANSACTION
DOES
NOT
REQUIRE
REGISTRATION
UNDER
SUCH
ACT.
THIS
SECURITY
IS
SUBJECT
TO CERTAIN
RESTRICTIONS
ON
TRANSFER
SET
FORTH
IN
THE
TENTH
AMENDED
AND
RESTATED
LIMITED PARTNERSHIP
AGREEMENT
OF
THE
PARTNERSHIP,
DATED
AS
OF
[
·
],
A
COPY
OF
WHICH
MAY
BE OBTAINED
FROM
THE
PARTNERSHIP
AT
ITS
PRINCIPAL
EXECUTIVE
OFFICES."
(C)
The
Partnership
and
the
Series
B
Unitholder
agree
to
coordinate
with
the
Depository
to
qualify
the
Series
B
Preferred
Units
for DTC
eligibility,
at
the
sole
cost
of
the
Series
B
Unitholder.
(viii)
Exchange
and
Redemption.
(A)
At
the
Option
of
the
Series
B
Unitholder.
The
Series
B
Preferred
Units
owned
by
any
Series
B
Unitholder
shall
be exchangeable,
in
whole
or
in
part
(together
with
the
cancellation
of
a
corresponding
number
of
ENLC
Class
C
Common
Units
in
accordance with
the
ENLC
Operating
Agreement),
at
any
time
and
from
time
to
time
upon
the
request
of
the
Series
B
Unitholder,
for
either,
at
the
sole and
absolute
discretion
of
the
Partnership,
(i)
a
number
of
ENLC
Common
Units
determined
by
multiplying
the
number
of
Series
B Preferred
Units
that
are
the
subject
of
the
exchange
by
the
Series
B
Exchange
Ratio
(the
"
Series
B
Unit
Exchange
Amount
")
or
(ii)
an amount
of
cash
equal
to
the
Series
B
Redemption
Amount.
(B)
At
the
Option
of
the
Partnership.
The
Partnership
shall
have
the
option
at
any
time
to
exchange
or
redeem
all,
but
not
less
than all
(together
with
the
cancellation
of
a
corresponding
number
of
ENLC
Class
C
Common
Units
in
accordance
with
the
ENLC
Operating Agreement),
of
the
Series
B
Preferred
Units
then
Outstanding
either,
at
the
sole
and
absolute
discretion
of
the
Partnership,
(i)
for
the Series
B
Unit
Exchange
37
Amount
or
(ii)
for
the
Series
B
Redemption
Amount;
provided
that,
in
order
for
the
Partnership
to
exercise
such
option,
the
daily
volumeweighted
average
closing
trading
price
of
the
ENLC
Common
Units
on
the
National
Securities
Exchange
on
which
the
ENLC
Common Units
are
then
listed
or
admitted
to
trading
must
be
greater
than
the
quotient
of
(x)
one
hundred
fifty
percent
(150%)
of
the
Series
B
Issue Price
for
the
trailing
thirty
(30)
Trading
Days
ending
two
(2)
Trading
Days
before
the
date
the
Partnership
furnishes
the
Series
B
Forced Exchange
Notice,
divided
by
(y)
the
Common
Unit
Exchange
Ratio.
(C)
Exchange
Notice
and
Exchange
Election
Notice.
To
exchange
Series
B
Preferred
Units
pursuant
to
Section
5.10(b)(viii)(A), the
Series
B
Exchanging
Unitholder
shall
give
written
notice
(a
"
Series
B
Exchange
Notice
")
to
the
Partnership
stating
that
such
Series
B Unitholder
elects
to
so
exchange
Series
B
Preferred
Units
and
shall
state
or
include
therein
with
respect
to
Series
B
Preferred
Units
to
be exchanged
pursuant
to
Section
5.10(b)(viii)(A)
the
following:
(a)
the
number
of
Series
B
Preferred
Units
to
be
exchanged,
(b)
the Certificate(s)
evidencing
the
Series
B
Preferred
Units
to
be
exchanged
and
duly
endorsed,
(c)
the
name
or
names
in
which
such
Series
B Unitholder
wishes
the
Certificate
or
Certificates
for
Series
B
Exchange
Units
to
be
issued,
if
applicable,
and
(d)
such
Series
B
Unitholder's computation
of
the
number
of
Series
B
Exchange
Units
and
the
applicable
Series
B
Redemption
Amount
with
respect
to
the
Series
B Preferred
Units
to
be
exchanged.
The
date
any
Series
B
Exchange
Notice
is
received
by
the
Partnership
shall
hereinafter
be
referred
to
as
a
" Series
B
Exchange
Notice
Date
."
Within
three
(3)
Business
Days
following
the
Series
B
Exchange
Notice
Date,
the
Partnership
shall deliver
to
such
Series
B
Exchanging
Unitholder
a
written
notice
(the
"
Series
B
Exchange
Election
Notice
")
stating
whether
the
Partnership will
exchange
the
applicable
Series
B
Preferred
Units
for
the
applicable
Series
B
Unit
Exchange
Amount
or
Series
B
Redemption
Amount, in
either
case,
upon
the
Series
B
Exchange
Date.
To
exchange
Series
B
Preferred
Units
for
ENLC
Common
Units
or
to
redeem
Series
B Preferred
Units
for
the
Series
B
Redemption
Amount,
in
either
case,
pursuant
to
Section
5.10(b)(viii)(B),
the
Partnership
shall
give
written notice
(a
"
Series
B
Forced
Exchange
Notice
,"
and
the
date
such
notice
is
received,
a
"
Series
B
Forced
Exchange
Notice
Date
")
to
each holder
of
Series
B
Preferred
Units
stating
(x)
that
the
Partnership
elects
to
force
the
exchange
of
such
Series
B
Preferred
Units
pursuant
to Section
5.10(b)(viii)(B)
and
(y)
whether
the
Partnership
will
exchange
or
redeem
the
applicable
Series
B
Preferred
Units
for
the
applicable Series
B
Unit
Exchange
Amount
or
Series
B
Redemption
Amount,
in
either
case,
upon
the
Series
B
Exchange
Date.
In
addition,
if
a Series
B
Exchanging
Unitholder
does
not
provide
written
notice
to
the
Partnership
of
the
name
or
names
in
which
such
Series
B
Exchanging Unitholder
wishes
the
Certificate
or
Certificates
for
Series
B
Exchange
Units
to
be
issued,
if
applicable,
within
seven
(7)
Business
Days after
receipt
of
the
Series
B
Forced
Exchange
Notice,
then
the
Certificate
or
Certificates
for
Series
B
Exchange
Units,
if
applicable,
shall
be issued
to
the
Record
Holder
of
such
Series
B
Preferred
Units.
(D)
Timing;
Certificates.
If
a
Series
B
Exchange
Notice
is
delivered
by
a
Series
B
Unitholder
to
the
Partnership
in
accordance with
Section
5.10(b)(viii)(C)
or
a
Series
B
Forced
Exchange
Notice
is
delivered
by
the
Partnership
to
a
Series
B
Unitholder
pursuant
to Section
5.10(b)(viii)(C),
pursuant
to
the
election
of
the
Partnership
set
forth
in
the
Series
B
Exchange
Election
Notice
or
Series
B
Forced Exchange
Notice,
as
applicable,
either
(i)
ENLC
shall
issue
the
Series
B
Exchange
Units
or
(ii)
the
Partnership
shall
deliver
the
Series
B Redemption
Amount,
in
either
case,
no
later
than
seven
(7)
Business
Days
after
the
Series
B
Exchange
Notice
Date
or
the
Series
B
Forced Exchange
Notice
Date,
as
the
case
may
be
(any
date
of
issuance
of
such
ENLC
Common
Units,
a
"
Series
B
38
Exchange
Date
").
Immediately
upon
any
exchange
or
redemption
of
Series
B
Preferred
Units,
all
rights
of
the
Series
B
Exchanging Unitholder
in
respect
thereof
shall
cease,
including,
without
limitation,
any
further
accrual
of
distributions.
Fractional
ENLC
Common
Units shall
not
be
issued
to
any
person
pursuant
to
this
Section
5.10(b)(viii)
(each
fractional
ENLC
Common
Unit
shall
be
rounded
to
the
nearest whole
ENLC
Common
Unit
(and
a
0.5
ENLC
Common
Unit
shall
be
rounded
to
the
next
higher
ENLC
Common
Unit)).
(E)
Distributions,
Combinations,
Subdivisions,
and
Reclassifications.
If,
after
the
Series
B
Issuance
Date,
ENLC
(i)
makes
a distribution
on
its
ENLC
Common
Units
payable
in
ENLC
Common
Units
or
another
security
representing
a
portion
of
ENLC's
business, (ii)
subdivides
or
splits
its
outstanding
ENLC
Common
Units
into
a
greater
number
of
ENLC
Common
Units,
(iii)
combines
or
reclassifies its
ENLC
Common
Units
into
a
smaller
number
of
ENLC
Common
Units,
or
(iv)
issues
by
reclassification
of
its
ENLC
Common
Units
any membership
interests
in
ENLC
(including
any
reclassification
in
connection
with
a
merger,
consolidation,
or
business
combination
in
which ENLC
is
the
surviving
Person),
in
each
case
other
than
in
connection
with
a
Series
B
Change
of
Control
(which
shall
be
governed
by Section
5.10(b)(viii)(F)),
then
the
Series
B
Distribution
Exchange
Rate
in
effect
at
the
time
of
the
record
date
established
by
the
ENLC Manager
for
such
distribution
pursuant
to
the
ENLC
Operating
Agreement
or
the
effective
date
of
such
subdivision,
split,
combination,
or reclassification
shall
be
proportionately
adjusted
so
that
the
exchange
of
the
Series
B
Preferred
Units
after
such
time
shall
entitle
each Series
B
Unitholder
to
receive
the
aggregate
number
of
ENLC
Common
Units
(or
any
ENLC
membership
interests
into
which
such
ENLC Common
Units
would
have
been
combined,
consolidated,
merged,
or
reclassified
pursuant
to
clauses
(iii)
and
(iv)
above)
that
such
Series
B Unitholder
would
have
been
entitled
to
receive
if
the
Series
B
Preferred
Units
had
been
exchanged
for
ENLC
Common
Units
immediately prior
to
such
record
date
or
effective
date,
as
the
case
may
be,
and
in
the
case
of
a
merger,
consolidation,
or
business
combination
in
which the
Partnership
is
the
surviving
Person,
in
each
case
other
than
in
connection
with
a
Series
B
Change
of
Control
(which
shall
be
governed
by Section
5.10(b)(viii)(F)),
the
Partnership
shall
provide
effective
provisions
to
ensure
that
the
provisions
in
this
Section
5.10
relating
to
the Series
B
Preferred
Units
shall
not
be
abridged
or
amended
and
that
the
Series
B
Preferred
Units
shall
thereafter
retain
the
same
powers, preferences,
and
relative
participating,
optional,
and
other
special
rights,
and
the
qualifications,
limitations,
and
restrictions
thereon,
that
the Series
B
Preferred
Units
had
immediately
prior
to
such
transaction
or
event.
An
adjustment
made
pursuant
to
this
Section
5.10(b)(viii)(E) shall
become
effective
immediately
after
applicable
record
date
in
the
case
of
a
distribution
and
shall
become
effective
immediately
after
the effective
date
in
the
case
of
a
subdivision,
combination,
reclassification
(including
any
reclassification
in
connection
with
a
merger, consolidation,
or
business
combination
in
which
the
Partnership
is
the
surviving
Person),
or
split.
Such
adjustment
shall
be
made successively
whenever
any
event
described
above
shall
occur.
(F)
Series
B
Change
of
Control.
Immediately
prior
to
a
Series
B
Change
of
Control,
all
Series
B
Preferred
Units
then
outstanding shall
be
exchanged
or
redeemed
(as
described
in
this
paragraph
(F)),
as
applicable,
for
either,
at
the
sole
and
absolute
discretion
of
the Partnership,
(1)
a
number
of
ENLC
Common
Units
equal
to
the
greater
of
(i)
the
Series
B
Unit
Exchange
Amount
and
(ii)
the
number
of Series
B
Preferred
Units
to
be
exchanged
multiplied
by
the
quotient
of
(A)
an
amount
equal
to
the
quotient
of
(x)
140%
of
the
Series
B
Issue Price
divided
by
(y)
the
Common
Unit
Exchange
Ratio,
divided
by
(B)
the
daily
volume-weighted
average
closing
trading
price
of
the ENLC
39
Common
Units
on
the
National
Securities
Exchange
on
which
the
ENLC
Common
Units
are
listed
or
admitted
to
trading
for
the
trailing thirty
(30)
Trading
Days
ending
two
(2)
Trading
Days
before
the
date
of
such
exchange
(such
number
of
ENLC
Common
Units
calculated pursuant
to
this
clause
(1),
the
"
Series
B
Change
of
Control
Units
")
or
(2)
cash
in
an
amount
equal
to
(i)
the
number
of
Series
B
Change
of Control
Units
multiplied
by
(ii)
the
daily
volume-weighted
average
closing
trading
price
of
ENLC
Common
Units
on
the
National
Securities Exchange
on
which
the
ENLC
Common
Units
are
listed
or
admitted
to
trading
for
the
trailing
ten
(10)
Trading
Days
ending
two
(2)
Trading Days
before
the
date
of
such
redemption.
Seven
(7)
Business
Days
prior
to
a
Series
B
Change
of
Control,
the
Partnership
shall
deliver
a written
notice
to
each
Series
B
Unitholder
(the
"
Series
B
Change
of
Control
Exchange
Election
Notice
")
stating
whether
the
Partnership will
exchange
all
Series
B
Preferred
Units
for
Series
B
Change
of
Control
Units
or
the
cash
amount
set
forth
in
clause
(2)
above,
in
either case,
immediately
prior
to
such
Series
B
Change
of
Control.
If
the
Partnership
elects
to
deliver
the
Series
B
Change
of
Control
Units,
and
a Series
B
Unitholder
does
not
provide
written
notice
to
the
Partnership
of
the
name
or
names
in
which
such
Series
B
Unitholder
wishes
the Certificate
or
Certificates
for
the
Series
B
Change
of
Control
Units
to
be
issued
within
seven
(7)
Business
Days
after
receipt
of
the
Series
B Change
of
Control
Election
Notice,
then
the
Certificate
or
Certificates
for
the
Series
B
Change
of
Control
Units
of
such
Series
B
Unitholder shall
be
issued
to
the
Record
Holder
of
such
Series
B
Preferred
Units.
Immediately
upon
any
exchange
or
redemption
of
Series
B
Preferred Units
pursuant
to
this
Section
5.10(b)(viii)(F),
all
rights
of
the
Series
B
Exchanging
Unitholder
in
respect
thereof
shall
cease,
including, without
limitation,
any
further
accrual
of
distributions.
Fractional
ENLC
Common
Units
shall
not
be
issued
to
any
person
pursuant
to
this Section
5.10(b)(viii)(F),
if
applicable
(each
fractional
ENLC
Common
Unit
shall
be
rounded
to
the
nearest
whole
ENLC
Common
Unit
(and a
0.5
ENLC
Common
Unit
shall
be
rounded
to
the
next
higher
ENLC
Common
Unit)).
(G)
No
Adjustments
for
Certain
Items.
Notwithstanding
any
of
the
other
provisions
of
this
Section
5.10(b)(viii),
no
adjustment shall
be
made
to
the
Series
B
Distribution
Exchange
Rate
pursuant
to
Section
5.10(b)(viii)(E)
as
a
result
of
any
of
the
following:
(1)
The
issuance
of
Series
B
PIK
Preferred
Units
or
additional
Partnership
Securities
issued
in
connection
with
distributions paid
in-kind;
(2)
the
grant
of
ENLC
Common
Units
or
options,
warrants,
or
rights
to
purchase
ENLC
Common
Units
or
the
issuance
of ENLC
Common
Units
upon
the
exercise
of
any
such
options,
warrants,
or
rights
to
employees,
officers,
or
directors
of
ENLC Manager,
ENLC,
the
General
Partner,
the
Partnership,
or
the
Subsidiaries
of
ENLC
or
the
Partnership
in
respect
of
services
provided to
or
for
the
benefit
of
any
such
entity,
under
compensation
plans
and
agreements
approved
in
good
faith
by
the
board
of
directors
of ENLC
Manager
or
the
General
Partner
(including
any
long
term
incentive
plan),
as
applicable;
(3)
the
issuance
of
any
ENLC
Common
Units
as
all
or
part
of
the
consideration
to
effect
(i)
the
closing
of
any
acquisition
by ENLC,
the
Partnership,
or
any
of
their
respective
Subsidiaries
of
assets
or
equity
interests
of
a
third
party
in
an
arm's-length transaction
or
(ii)
the
consummation
of
a
merger,
consolidation,
or
other
business
combination
of
ENLC,
the
Partnership,
or
any
of their
respective
Subsidiaries
with
another
entity
in
which
ENLC,
the
Partnership
or
such
Subsidiary
survives
and
the
ENLC Common
Units
remain
Outstanding
to
the
extent
any
such
transaction
set
forth
in
clause
(i)
or
(ii)
above
is
validly
approved
by
the vote
or
consent
of
the
board
of
directors
ENLC
Manager;
or
40
(4)
the
issuance
of
membership
interests
in
ENLC
for
which
an
adjustment
is
made
under
another
provision
of
this Section
5.10(b)(viii).
(ix)
Fully
Paid
and
Nonassessable.
Any
Series
B
PIK
Preferred
Units
and
Series
B
Exchange
Unit(s)
delivered
pursuant
to
this Section
5.10
shall
be
validly
issued,
fully
paid
and
nonassessable
(except
as
such
nonassessability
may
be
affected
by
matters
described
in Sections
17-303,
17-607
and
17-804
of
the
Delaware
Act),
free
and
clear
of
any
liens,
claims,
rights,
or
encumbrances
other
than
those
arising under
the
Delaware
Act
or
this
Agreement
or
created
by
the
holders
thereof.
(x)
Transfer
of
Series
B
Preferred
Units.
A
holder
of
Series
B
Preferred
Units
shall
be
prohibited
from
transferring
any
of
its
Series
B Preferred
Units
unless
such
holder
simultaneously
transfers
to
the
transferee
of
such
Series
B
Preferred
Units
the
same
number
of
ENLC
Class
C Common
Units
in
accordance
with
the
applicable
terms
of
the
ENLC
Operating
Agreement,
including
compliance
with
any
transfer
or
other restrictions.
If,
for
any
reason,
the
transfer
of
such
ENLC
Class
C
Common
Units
does
not
occur
simultaneously
with
the
transfer
of
Series
B Preferred
Units,
then
the
transfer
of
Series
B
Preferred
Units
shall
be
null
and
void
and
of
no
force
and
effect.
In
connection
with
the
proposed transfer
by
an
Eligible
Series
B
Unitholder
to
a
prospective
transferee,
the
Partnership
agrees
to
reasonably
assist
the
relevant
Eligible
Series
B Unitholder
(if
requested
to
do
so
in
writing)
in
responding
to
reasonable
due
diligence
requests
so
long
as
any
information
provided
to
the
relevant prospective
transferee
is
made
subject
to
a
confidentiality
agreement
in
form
and
substance
reasonably
satisfactory
to
the
Partnership;
provided, however
,
that
(i)
the
Eligible
Series
B
Unitholder
shall
bear
all
out-of-pocket,
documented,
costs
and
expenses
incurred
by
the
Partnership
in connection
with
the
procurement,
preparation,
and
delivery
of
any
due
diligence
responses,
(ii)
any
such
assistance
provided
by
the
Partnership
and its
personnel
shall
not
unreasonably
disrupt
or
interfere
with
the
normal
operation
of
the
business
of
the
Partnership,
(iii)
the
Partnership
shall
not
be obligated
to
prepare
any
reports
or
materials
that
it
does
not
already
have
in
its
files
or
its
books
and
records,
and
(iv)
the
Partnership
shall
only
be obligated
to
provide
such
assistance
one
time
per
365-day
period
(it
being
understood
that
the
limitation
in
clause
(iv)
applies
such
that
all
of
the Series
B
Unitholders
in
the
aggregate
can
make
a
request
one
time
per
365-day
period).
Section
5.11
Establishment
of
Series
C
Preferred
Units.
(a)
General.
The
Partnership
has
designated
and
created
a
series
of
Units
designated
as
"6.000%
Series
C
Fixed-to-Floating
Rate
Cumulative Redeemable
Perpetual
Preferred
Units"
(the
"
Series
C
Preferred
Units
"),
having
the
preferences,
rights,
powers,
and
duties
set
forth
herein,
including
this Section
5.11.
Each
Series
C
Preferred
Unit
shall
be
identical
in
all
respects
to
every
other
Series
C
Preferred
Unit,
except
as
to
the
respective
dates
from which
the
Series
C
Liquidation
Preference
shall
increase
or
from
which
Series
C
Distributions
may
begin
accruing,
to
the
extent
such
dates
may
differ.
The Series
C
Preferred
Units
represent
perpetual
equity
interests
in
the
Partnership
and
shall
not
give
rise
to
a
claim
by
the
Partnership
or
a
Series
C
Unitholder for
conversion
or,
except
as
set
forth
in
Section
5.11(b)(iv),
redemption
thereof
at
a
particular
date.
(b)
Rights
of
Series
C
Preferred
Units.
The
Series
C
Preferred
Units
shall
have
the
following
rights,
preferences,
and
privileges
and
shall
be subject
to
the
following
duties
and
obligations:
(i)
Series
C
Preferred
Units.
(A)
The
authorized
number
of
Series
C
Preferred
Units
shall
be
unlimited.
Series
C
Preferred
Units
that
are
purchased
or
otherwise acquired
by
the
Partnership
shall
be
cancelled.
41
(B)
The
Series
C
Preferred
Units
shall
be
represented
by
one
or
more
global
Certificates
registered
in
the
name
of
the
Depositary
or
its nominee,
and
no
Series
C
Unitholder
shall
be
entitled
to
receive
a
definitive
Certificate
evidencing
its
Series
C
Preferred
Units,
unless otherwise
required
by
law
or
the
Depositary
gives
notice
of
its
intention
to
resign
or
is
no
longer
eligible
to
act
as
such
with
respect
to
the Series
C
Preferred
Units
and
the
Partnership
shall
have
not
selected
a
substitute
Depositary
within
sixty
(60)
calendar
days
thereafter.
So long
as
the
Depositary
shall
have
been
appointed
and
is
serving
with
respect
to
the
Series
C
Preferred
Units,
payments
and
communications made
by
the
Partnership
to
Series
C
Unitholders
shall
be
made
by
making
payments
to,
and
communicating
with,
the
Depositary.
(ii)
Distributions.
(A)
Distributions
on
each
Outstanding
Series
C
Preferred
Unit
shall
be
cumulative
and
shall
accumulate
at
the
applicable
Series
C Distribution
Rate
from
and
including
the
Series
C
Original
Issue
Date
(or,
for
any
subsequently
issued
and
newly
Outstanding
Series
C Preferred
Units,
from
and
including
the
Series
C
Distribution
Payment
Date
immediately
preceding
the
issue
date
of
such
Series
C
Preferred Units)
until
such
time
as
the
Partnership
pays
the
Series
C
Distribution
or
redeems
such
Series
C
Preferred
Unit
in
accordance
with Section
5.11(b)(iv),
whether
or
not
such
Series
C
Distributions
shall
have
been
declared.
Series
C
Unitholders
shall
be
entitled
to
receive Series
C
Distributions
from
time
to
time
out
of
any
assets
of
the
Partnership
legally
available
for
the
payment
of
distributions
at
the
Series
C Distribution
Rate
per
Series
C
Preferred
Unit
when,
as,
and,
if
declared
by
the
General
Partner.
Series
C
Distributions,
to
the
extent
declared by
the
General
Partner
to
be
paid
by
the
Partnership
in
accordance
with
this
Section
5.11(b)(ii),
shall
be
paid,
in
arrears,
on
each
Series
C Distribution
Payment
Date;
provided,
however
,
that,
so
long
as
any
Series
B
Preferred
Units
are
Outstanding,
no
distribution
shall
be declared
or
paid
or
set
aside
for
payment
on
any
Series
C
Preferred
Units
unless
full
cumulative
distributions
in
respect
of
the
Outstanding Series
B
Preferred
Units
in
accordance
with
Section
5.10(b)(ii)
have
been
paid
through
the
most
recent
Series
B
Distribution
Payment
Date. Series
C
Distributions
shall
accumulate
in
each
Series
C
Distribution
Period
from
and
including
the
preceding
Series
C
Distribution Payment
Date
(other
than
the
initial
Series
C
Distribution
Period,
which
shall
commence
on
and
include
the
Series
C
Original
Issue
Date), to,
but
not
including,
the
next
Series
C
Distribution
Payment
Date
for
such
Series
C
Distribution
Period;
provided
that
distributions
shall accrue
on
accumulated
but
unpaid
Series
C
Distributions
at
the
Series
C
Distribution
Rate.
If
any
Series
C
Distribution
Payment
Date otherwise
would
occur
on
a
date
that
is
not
a
Business
Day,
declared
Series
C
Distributions
shall
be
paid
on
the
immediately
succeeding Business
Day
without
the
accumulation
of
additional
distributions.
During
the
Series
C
Fixed
Rate
Period,
Series
C
Distributions
shall
be payable
based
on
a
360-day
year
consisting
of
twelve
30
day
months.
During
the
Series
C
Floating
Rate
Period,
Series
C
Distributions
shall be
computed
by
multiplying
the
Series
C
Distribution
Rate
by
a
fraction,
the
numerator
of
which
will
be
the
actual
number
of
days
elapsed during
that
Series
C
Distribution
Period
(determined
by
including
the
first
day
of
such
Series
C
Distribution
Period
and
excluding
the
last day,
which
is
the
Series
C
Distribution
Payment
Date),
and
the
denominator
of
which
will
be
360,
and
by
multiplying
the
result
by
the aggregate
Series
C
Liquidation
Preference
of
all
Outstanding
Series
C
Preferred
Units.
All
Series
C
Distributions
payable
by
the
Partnership pursuant
to
this
Section
5.11(b)(ii)
shall
be
payable
without
regard
to
income
of
the
Partnership
and
shall
be
treated
for
federal
income
tax purposes
as
guaranteed
payments
for
the
use
of
capital
under
Section
707(c)
of
the
Code.
The
guaranteed
payment
with
respect
to
any Series
C
42
Distribution
Period
shall
be
for
the
account
of
the
holders
of
Series
C
Preferred
Units
as
of
the
applicable
Series
C
Distribution
Record
Date.
(B)
Not
later
than
5:00
p.m.,
New
York
City
time,
on
each
Series
C
Distribution
Payment
Date,
the
Partnership
shall
pay
those Series
C
Distributions,
if
any,
that
shall
have
been
declared
by
the
General
Partner
to
Series
C
Unitholders
on
the
Record
Date
for
the applicable
Series
C
Distribution.
The
Record
Date
(the
"
Series
C
Distribution
Record
Date
")
for
the
payment
of
any
Series
C
Distributions shall
be
as
of
the
close
of
business
on
the
first
Business
Day
of
the
month
of
the
applicable
Series
C
Distribution
Payment
Date,
except
that in
the
case
of
payments
of
Series
C
Distributions
in
Arrears,
the
Series
C
Distribution
Record
Date
with
respect
to
a
Series
C
Distribution Payment
Date
shall
be
such
date
as
may
be
designated
by
the
General
Partner
in
accordance
with
this
Section
5.11.
So
long
as
any
Series
C Preferred
Units
are
Outstanding,
no
distribution
shall
be
declared
or
paid
or
set
aside
for
payment
on
any
Series
C
Junior
Securities
(other than
a
distribution
payable
solely
in
Series
C
Junior
Securities)
unless
full
cumulative
Series
C
Distributions
have
been
or contemporaneously
are
being
paid
or
set
apart
for
payment
on
all
Outstanding
Series
C
Preferred
Units
(and
distributions
on
any
other Series
C
Parity
Securities)
through
the
most
recent
respective
Series
C
Distribution
Payment
Date
(and
distribution
payment
date
with respect
to
such
Series
C
Parity
Securities,
if
any).
Accumulated
Series
C
Distributions
in
Arrears
for
any
past
Series
C
Distribution
Period may
be
declared
by
the
General
Partner
and
paid
on
any
date
fixed
by
the
General
Partner,
whether
or
not
a
Series
C
Distribution
Payment Date,
to
Series
C
Unitholders
on
the
Record
Date
for
such
payment,
which
may
not
be
less
than
10
days
before
such
payment
date.
Subject to
the
next
succeeding
sentence,
if
all
accumulated
Series
C
Distributions
in
Arrears
on
all
Outstanding
Series
C
Preferred
Units
and
all accumulated
distributions
in
arrears
on
any
Series
C
Parity
Securities
shall
not
have
been
declared
and
paid,
or
if
sufficient
funds
for
the payment
thereof
shall
not
have
been
set
apart,
payment
of
accumulated
distributions
in
Arrears
on
the
Series
C
Preferred
Units
and accumulated
distributions
in
arrears
on
any
such
Series
C
Parity
Securities
shall
be
made
in
order
of
their
respective
distribution
payment dates,
commencing
with
the
earliest
distribution
payment
date.
If
less
than
all
distributions
payable
with
respect
to
all
Series
C
Preferred Units
and
any
other
Series
C
Parity
Securities
are
paid,
any
partial
payment
shall
be
made
Pro
Rata
with
respect
to
the
Series
C
Preferred Units
and
any
such
other
Series
C
Parity
Securities
entitled
to
a
distribution
payment
at
such
time
in
proportion
to
the
aggregate
distribution amounts
remaining
due
in
respect
of
such
Series
C
Preferred
Units
and
such
other
Series
C
Parity
Securities
at
such
time.
Subject
to Sections
12.4
and
Section
5.11(b)(v),
Series
C
Unitholders
shall
not
be
entitled
to
any
distribution,
whether
payable
in
cash,
property
or Partnership
Securities,
in
excess
of
full
cumulative
Series
C
Distributions.
Except
insofar
as
distributions
accrue
on
the
amount
of
any accumulated
and
unpaid
Series
C
Distributions
as
described
in
Section
5.11(b)(ii)(A),
no
interest
or
sum
of
money
in
lieu
of
interest
shall
be payable
in
respect
of
any
distribution
payment
which
may
be
in
Arrears
on
the
Series
C
Preferred
Units.
So
long
as
the
Series
C
Preferred Units
are
held
of
record
by
the
Depositary
or
its
nominee,
declared
Series
C
Distributions
shall
be
paid
to
the
Depositary
in
same-day
funds on
each
Series
C
Distribution
Payment
Date
or
other
distribution
payment
date
in
the
case
of
payments
for
Series
C
Distributions
in
Arrears.
(C)
The
"
Series
C
Three-Month
LIBOR
"
for
each
Series
C
Distribution
Period
during
the
Series
C
Floating
Rate
Period
shall
be determined
by
the
Calculation
Agent,
as
of
the
43
applicable
Series
C
LIBOR
Determination
Date,
in
accordance
with
the
following
provisions:
(1)
The
Series
C
Three-Month
LIBOR
shall
be
the
rate
(expressed
as
a
percentage
per
year)
for
deposits
in
U.S.
dollars
for
a three-month
period
commencing
on
the
first
day
of
such
Series
C
Distribution
Period
that
appears
on
Reuters
Page
LIBOR01
as
of 11:00
a.m.
(London
time)
on
the
Series
C
LIBOR
Determination
Date.
(2)
If
the
Series
C
Three-Month
LIBOR
cannot
be
determined
as
described
in
Section
5.11(b)(ii)(C)(1),
the
Partnership
shall select
four
major
banks
in
the
London
interbank
market
and
request
that
the
principal
London
offices
of
those
four
selected
banks provide
their
offered
quotations
for
deposits
in
U.S.
dollars
for
a
period
of
three
months,
commencing
on
the
first
day
of
the applicable
Series
C
Distribution
Period,
to
prime
banks
in
the
London
interbank
market
at
approximately
11:00
a.m.
(London
time) on
the
Series
C
LIBOR
Determination
Date
for
such
Series
C
Distribution
Period.
Offered
quotations
must
be
based
on
a
principal amount
equal
to
an
amount
that,
in
the
Partnership's
judgment,
is
representative
of
a
single
transaction
in
U.S.
dollars
in
the
London interbank
market
at
the
time.
If
two
or
more
quotations
are
provided,
the
Series
C
Three-Month
LIBOR
for
such
Series
C Distribution
Period
will
be
the
arithmetic
mean
of
the
quotations.
If
fewer
than
two
quotations
are
provided,
the
Series
C
ThreeMonth
LIBOR
for
such
Series
C
Distribution
Period
will
be
the
arithmetic
mean
of
the
rates
quoted
on
the
Series
C
LIBOR Determination
Date
for
such
Series
C
Distribution
Period
by
three
major
banks
in
New
York
City
selected
by
the
Partnership,
for loans
in
U.S.
dollars
to
leading
European
banks
for
a
three-month
period
commencing
on
the
first
day
of
such
Series
C
Distribution Period.
The
rates
quoted
must
be
based
on
an
amount
that,
in
the
Partnership's
judgment,
is
representative
of
a
single
transaction
in U.S.
dollars
in
that
market
at
the
time.
If
no
quotation
is
provided
as
described
above
in
this
Section
5.11(b)(ii)(C)(2),
the Calculation
Agent,
after
consulting
such
sources
as
it
deems
comparable
to
any
of
the
foregoing
quotations
or
display
page,
or
any such
source
as
it
deems
reasonable
from
which
to
estimate
the
Series
C
Three-Month
LIBOR
Rate,
shall
determine
the
Series
C Three-Month
LIBOR
Rate
in
its
sole
discretion.
(3)
All
percentages
resulting
from
any
of
the
above
calculations
will
be
rounded,
if
necessary,
to
the
nearest
one
hundredthousandth
of
a
percentage
point,
with
five
one-millionths
of
a
percentage
point
rounded
upwards
(e.g.,
9.876545%
(or
0.9876545) being
rounded
to
9.87655%
(or
.0987655))
and
all
dollar
amounts
used
in
or
resulting
from
such
calculations
will
be
rounded
to
the nearest
cent
(with
one-half
cent
being
rounded
upwards).
(D)
Unless
otherwise
determined
by
the
General
Partner,
Series
C
Distributions
shall
be
deemed
to
have
been
paid
out
of
deductions from
Available
Cash
with
respect
to
the
Quarter
ended
immediately
preceding
the
Quarter
in
which
the
Series
C
Distribution
is
made.
(iii)
Voting
Rights.
(A)
Notwithstanding
anything
to
the
contrary
in
this
Agreement,
the
Series
C
Preferred
Units
shall
not
have
any
voting
rights
or
rights to
consent
or
approve
any
action
or
matter,
except
as
set
forth
in
Section
13.3(c),
this
Section
5.11(b)(iii)
or
as
otherwise
required
by
the Delaware
Act.
44
(B)
Without
the
affirmative
vote
or
consent
of
the
holders
of
at
least
66
2
/
3
%
of
the
Outstanding
Series
C
Preferred
Units,
voting
as
a separate
class,
the
General
Partner
shall
not
adopt
any
amendment
to
this
Agreement
that
would
have
a
material
adverse
effect
on
the powers,
preferences,
duties,
or
special
rights
of
the
Series
C
Preferred
Units;
provided,
however
,
that
(i)
subject
to
Section
5.11(b)(iii)C), the
issuance
of
additional
Partnership
Securities
shall
not
be
deemed
to
constitute
such
a
material
adverse
effect
for
purposes
of
this Section
5.11(b)(iii)(B)
and
(ii)
for
purposes
of
this
Section
5.11(b)(iii)(B),
no
amendment
of
this
Agreement
in
connection
with
a
merger
or other
transaction
in
which
the
Series
C
Preferred
Units
remain
Outstanding
with
the
terms
thereof
materially
unchanged
in
any
respect adverse
to
the
Series
C
Unitholders
shall
be
deemed
to
materially
and
adversely
affect
the
powers,
preferences,
duties,
or
special
rights
of the
Series
C
Preferred
Units.
(C)
Without
the
affirmative
vote
or
consent
of
the
holders
of
at
least
66
2
/
3
%
of
the
Outstanding
Series
C
Preferred
Units,
voting
as
a class
together
with
holders
of
any
other
Series
C
Parity
Securities
upon
which
like
voting
rights
have
been
conferred
and
are
exercisable,
the Partnership
shall
not
(x)
create
or
issue
any
Series
C
Parity
Securities
(including
any
additional
Series
C
Preferred
Units)
if
the
cumulative distributions
payable
on
Outstanding
Series
C
Preferred
Units
(or
any
Series
C
Parity
Securities,
if
the
holders
of
such
Series
C
Parity Securities
vote
as
a
class
together
with
the
Series
C
Unitholders
pursuant
to
this
Section
5.11(b)(iii)(C))
are
in
Arrears
or
(y)
create
or
issue any
Series
C
Senior
Securities
(other
than
Series
B
PIK
Preferred
Units).
(D)
For
any
matter
described
in
this
Section
5.11(b)(iii)
in
which
the
Series
C
Unitholders
are
entitled
to
vote
as
a
class
(whether separately
or
together
with
the
holders
of
any
Series
C
Parity
Securities),
such
Series
C
Unitholders
shall
be
entitled
to
one
vote
per
Series
C Preferred
Unit.
Any
Series
C
Preferred
Units
held
by
the
Partnership
or
any
of
its
Subsidiaries
or
their
controlled
Affiliates
shall
not
be entitled
to
vote.
(E)
Notwithstanding
Sections
5.11(b)(iii)(B)
and
5.11(b)(iii)(C),
no
vote
of
the
Series
C
Unitholders
shall
be
required
if,
at
or
prior
to the
time
when
such
action
is
to
take
effect,
provision
is
made
for
the
redemption
of
all
Series
C
Preferred
Units
at
the
time
Outstanding.
(iv)
Optional
Redemption;
Series
C
Rating
Event.
(A)
The
Partnership
shall
have
the
right
(i)
at
any
time,
and
from
time
to
time,
on
or
after
December
15,
2022
or
(ii)
at
any
time
within 120
days
after
the
conclusion
of
any
review
or
appeal
process
instituted
by
the
Partnership
following
the
occurrence
of
a
Series
C
Rating Event,
in
each
case,
to
redeem
the
Series
C
Preferred
Units,
which
redemption
may
be
in
whole
or
in
part
(except
with
respect
to
a redemption
pursuant
to
clause
(ii)
of
this
Section
5.11(b)(iv)(A)
which
shall
be
in
whole
but
not
in
part),
using
any
source
of
funds
legally available
for
such
purpose.
Any
such
redemption
shall
occur
on
a
date
set
by
the
General
Partner
(the
"
Series
C
Redemption
Date
").
The Partnership
shall
effect
any
such
redemption
by
paying
cash
for
each
Series
C
Preferred
Unit
to
be
redeemed
equal
to
100%
(in
the
case
of
a redemption
described
in
clause
(i)
of
this
Section
5.11(b)(iv)(A)),
or
102%
(in
the
case
of
a
redemption
described
in
clause
(ii)
of
this Section
5.11(b)(iv)(A)),
of
the
Series
C
Liquidation
Preference
for
such
Series
C
Preferred
Unit
on
such
Series
C
Redemption
Date
plus
an amount
equal
to
all
unpaid
Series
C
Distributions
thereon
from
the
Series
C
Original
Issue
Date
to,
but
not
including,
the
Series
C Redemption
Date
(whether
or
not
such
distributions
shall
have
been
declared)
(the
"
Series
C
Redemption
Price
").
So
long
as
the
Series
C Preferred
Units
45
to
be
redeemed
are
held
of
record
by
the
nominee
of
the
Depositary,
the
Series
C
Redemption
Price
shall
be
paid
by
the
Paying
Agent
to
the Depositary
on
the
Series
C
Redemption
Date.
(B)
The
Partnership
shall
give
notice
of
any
redemption
by
mail,
postage
prepaid,
not
less
than
30
days
and
not
more
than
60
days before
the
scheduled
Series
C
Redemption
Date
to
the
Series
C
Unitholders
(as
of
5:00
p.m.
New
York
City
time
on
the
Business
Day
next preceding
the
day
on
which
notice
is
given)
of
any
Series
C
Preferred
Units
to
be
redeemed
as
such
Series
C
Unitholders'
names
appear
on the
books
of
the
Transfer
Agent
and
at
the
address
of
such
Series
C
Unitholders
shown
therein.
Such
notice
(the
"
Series
C
Redemption Notice
")
shall
state,
as
applicable:
(1)
the
Series
C
Redemption
Date,
(2)
the
number
of
Series
C
Preferred
Units
to
be
redeemed
and,
if
less than
all
Outstanding
Series
C
Preferred
Units
are
to
be
redeemed,
the
number
(and
in
the
case
of
Series
C
Preferred
Units
in
certificated form,
the
identification)
of
Series
C
Preferred
Units
to
be
redeemed
from
such
Series
C
Unitholder,
(3)
the
Series
C
Redemption
Price, (4)
the
place
where
any
Series
C
Preferred
Units
in
certificated
form
are
to
be
redeemed
and
shall
be
presented
and
surrendered
for
payment of
the
Series
C
Redemption
Price
therefor
(which
shall
occur
automatically
if
the
Certificate
representing
such
Series
C
Preferred
Units
is issued
in
the
name
of
the
Depositary
or
its
nominee),
and
(5)
that
distributions
on
the
Series
C
Preferred
Units
to
be
redeemed
shall
cease
to accumulate
from
and
after
such
Series
C
Redemption
Date.
(C)
If
the
Partnership
elects
to
redeem
less
than
all
of
the
Outstanding
Series
C
Preferred
Units,
the
number
of
Series
C
Preferred
Units to
be
redeemed
shall
be
determined
by
the
General
Partner,
and
such
Series
C
Preferred
Units
shall
be
redeemed
by
such
method
of selection
as
the
Depositary
shall
determine,
either
Pro
Rata
or
by
lot,
with
adjustments
to
avoid
redemption
of
fractional
Series
C
Preferred Units.
The
aggregate
Series
C
Redemption
Price
for
any
such
partial
redemption
of
the
Outstanding
Series
C
Preferred
Units
shall
be allocated
correspondingly
among
the
redeemed
Series
C
Preferred
Units.
The
Series
C
Preferred
Units
not
redeemed
shall
remain Outstanding
and
entitled
to
all
the
rights
and
preferences
provided
in
this
Section
5.11.
(D)
If
the
Partnership
gives
or
causes
to
be
given
a
Series
C
Redemption
Notice,
the
Partnership
shall
deposit
with
the
Paying
Agent funds
sufficient
to
redeem
the
Series
C
Preferred
Units
as
to
which
such
Series
C
Redemption
Notice
shall
have
been
given,
no
later
than 10:00
a.m.
New
York
City
time
on
the
Series
C
Redemption
Date,
and
shall
give
the
Paying
Agent
irrevocable
instructions
and
authority
to pay
the
Series
C
Redemption
Price
to
the
Series
C
Unitholder
whose
Series
C
Preferred
Units
are
to
be
redeemed
upon
surrender
or
deemed surrender
(which
shall
occur
automatically
if
the
Certificate
representing
such
Series
C
Preferred
Units
is
issued
in
the
name
of
the Depositary
or
its
nominee)
of
the
Certificates
therefor
as
set
forth
in
the
Series
C
Redemption
Notice.
If
the
Series
C
Redemption
Notice shall
have
been
given,
from
and
after
the
Series
C
Redemption
Date,
unless
the
Partnership
defaults
in
providing
funds
sufficient
for
such redemption
at
the
time
and
place
specified
for
payment
pursuant
to
the
Series
C
Redemption
Notice,
all
Series
C
Distributions
on
such Series
C
Preferred
Units
to
be
redeemed
shall
cease
to
accumulate
and
all
rights
of
holders
of
such
Series
C
Preferred
Units
as
Limited Partners
with
respect
to
such
Series
C
Preferred
Units
to
be
redeemed
shall
cease,
except
the
right
to
receive
the
Series
C
Redemption
Price, and
such
Series
C
Preferred
Units
shall
not
thereafter
be
transferred
on
the
books
of
the
Transfer
Agent
or
be
deemed
to
be
Outstanding
for any
purpose
whatsoever.
The
Series
C
Unitholders
shall
have
no
claim
to
the
interest
income,
if
any,
earned
on
such
46
funds
deposited
with
the
Paying
Agent.
Any
funds
deposited
with
the
Paying
Agent
hereunder
by
the
Partnership
for
any
reason,
including redemption
of
Series
C
Preferred
Units,
that
remain
unclaimed
or
unpaid
after
one
year
after
the
applicable
Series
C
Redemption
Date
or other
payment
date,
as
applicable,
shall
be,
to
the
extent
permitted
by
law,
repaid
to
the
Partnership
upon
its
written
request,
after
which repayment
the
Series
C
Unitholders
entitled
to
such
redemption
or
other
payment
shall
have
recourse
only
to
the
Partnership. Notwithstanding
any
Series
C
Redemption
Notice,
there
shall
be
no
redemption
of
any
Series
C
Preferred
Units
called
for
redemption
until funds
sufficient
to
pay
the
full
Series
C
Redemption
Price
of
such
Series
C
Preferred
Units
shall
have
been
deposited
by
the
Partnership with
the
Paying
Agent.
(E)
Any
Series
C
Preferred
Units
that
are
redeemed
or
otherwise
acquired
by
the
Partnership
shall
be
cancelled.
If
only
a
portion
of
the Series
C
Preferred
Units
represented
by
a
Certificate
shall
have
been
called
for
redemption,
upon
surrender
of
the
Certificate
to
the
Paying Agent
(which
shall
occur
automatically
if
the
Certificate
representing
such
Series
C
Preferred
Units
is
registered
in
the
name
of
the Depositary
or
its
nominee),
the
Partnership
shall
issue
and
the
Paying
Agent
shall
deliver
to
the
Series
C
Unitholders
a
new
Certificate
(or adjust
the
applicable
book-entry
account)
representing
the
number
of
Series
C
Preferred
Units
represented
by
the
surrendered
Certificate that
have
not
been
called
for
redemption.
(F)
Notwithstanding
anything
to
the
contrary
in
this
Section
5.11,
in
the
event
that
full
cumulative
distributions
on
the
Series
C Preferred
Units
and
any
Series
C
Parity
Securities
shall
not
have
been
paid
or
declared
and
set
aside
for
payment,
the
Partnership
shall
not be
permitted
to
repurchase,
redeem
or
otherwise
acquire,
in
whole
or
in
part,
any
Series
C
Preferred
Units
or
Series
C
Parity
Securities except
pursuant
to
a
purchase
or
exchange
offer
made
on
the
same
relative
terms
to
all
Series
C
Unitholders
and
holders
of
any
Series
C Parity
Securities.
Subject
to
Section
4.10,
so
long
as
any
Series
C
Preferred
Units
are
Outstanding,
the
Partnership
shall
not
be
permitted
to redeem,
repurchase
or
otherwise
acquire
any
Common
Units
or
any
other
Series
C
Junior
Securities
unless
full
cumulative
distributions
on the
Series
C
Preferred
Units
and
any
Series
C
Parity
Securities
for
all
prior
and
the
then-ending
Series
C
Distribution
Periods,
with
respect to
the
Series
C
Preferred
Units,
and
all
prior
and
then
ending
distribution
periods,
with
respect
to
any
such
Series
C
Parity
Securities,
shall have
been
paid
or
declared
and
set
aside
for
payment.
(v)
Liquidation
Rights.
In
the
event
of
any
liquidation,
dissolution,
and
winding
up
of
the
Partnership
under
Section
12.4
or
a
sale,
exchange,
or
other disposition
of
all
or
substantially
all
of
the
assets
of
the
Partnership,
either
voluntary
or
involuntary,
the
Record
Holders
of
the
Series
C Preferred
Units
shall
be
entitled
to
receive,
out
of
the
assets
of
the
Partnership
available
for
distribution
to
the
Partners
or
any
Assignees, prior
and
in
preference
to
any
distribution
of
any
assets
of
the
Partnership
to
the
Record
Holders
of
any
other
class
or
series
of
Partnership Interests
other
than
the
Series
B
Preferred
Units,
(i)
first,
any
accumulated
and
unpaid
distributions
on
the
Series
C
Preferred
Units (regardless
of
whether
previously
declared)
and
(ii)
then,
any
positive
value
in
each
such
holder's
Capital
Account
in
respect
of
such Series
C
Preferred
Units;
provided,
however
,
that
so
long
as
any
Series
B
Preferred
Units
are
Outstanding,
no
liquidating
distribution
shall be
paid
or
set
aside
for
payment
on
any
Series
C
Preferred
Units
unless
and
until
the
full
amount
of
the
Series
B
Liquidation
Value
has
been distributed
in
respect
of
Outstanding
Series
B
Preferred
Units
in
accordance
with
Section
5.10(b)(iv).
If
in
the
year
of
such
liquidation
and winding
up,
or
sale,
exchange,
or
other
disposition
of
all
or
substantially
47
all
of
the
assets
of
the
Partnership,
any
such
Record
Holder's
Capital
Account
in
respect
of
such
Series
C
Preferred
Units
is
less
than
the aggregate
Series
C
Base
Liquidation
Preference
of
such
Series
C
Preferred
Units,
then,
after
the
allocations
specified
in
Section
5.10(b)(iv) have
been
made,
but
otherwise
notwithstanding
anything
to
the
contrary
contained
in
this
Agreement,
and
prior
to
any
other
allocation pursuant
to
this
Agreement
for
such
year
and
any
distribution
pursuant
to
the
preceding
sentence,
items
of
gross
income
and
gain
shall
be allocated
to
all
Unitholders
then
holding
Series
C
Preferred
Units,
Pro
Rata,
until
the
Capital
Account
in
respect
of
each
Outstanding Series
C
Preferred
Unit
is
equal
to
the
Series
C
Base
Liquidation
Preference
(and
no
other
allocation
pursuant
to
this
Agreement
shall reverse
the
effect
of
such
allocation).
If
in
the
year
of
such
liquidation,
dissolution,
or
winding
up
any
such
Record
Holder's
Capital
Account in
respect
of
such
Series
C
Preferred
Units
is
less
than
the
aggregate
Series
C
Base
Liquidation
Preference
of
such
Series
C
Preferred
Units after
the
application
of
the
preceding
sentence,
then
to
the
extent
permitted
by
applicable
law
and
after
making
any
allocations
required under
Section
5.10(b)(iv),
but
otherwise
notwithstanding
anything
to
the
contrary
contained
in
this
Agreement,
items
of
gross
income
and gain
for
any
preceding
taxable
period(s)
with
respect
to
which
IRS
Form
1065
Schedules
K-1
have
not
been
filed
by
the
Partnership
shall
be reallocated
to
all
Unitholders
then
holding
Series
C
Preferred
Units,
Pro
Rata,
until
the
Capital
Account
in
respect
of
each
such
Outstanding Series
C
Preferred
Unit
after
making
allocations
pursuant
to
this
and
the
immediately
preceding
sentence
is
equal
to
the
Series
C
Base Liquidation
Preference
(and
no
other
allocation
pursuant
to
this
Agreement
shall
reverse
the
effect
of
such
allocation).
After
such
allocations have
been
made
to
the
Outstanding
Series
C
Preferred
Units,
any
remaining
Net
Termination
Gain
or
Net
Termination
Loss
shall
be allocated
to
the
Partners
pursuant
to
Section
6.1(c)
or
Section
6.1(d),
as
the
case
may
be.
At
the
time
of
the
dissolution
of
the
Partnership, subject
to
Section
17-804
of
the
Delaware
Act,
the
Record
Holders
of
the
Series
C
Preferred
Units
shall
become
entitled
to
receive
any distributions
in
respect
of
the
Series
C
Preferred
Units
that
are
accrued
and
unpaid
as
of
the
date
of
such
distribution,
and
shall
have
the status
of,
and
shall
be
entitled
to
all
remedies
available
to,
a
creditor
of
the
Partnership,
and
such
entitlement
of
the
Record
Holders
of
the Series
C
Preferred
Units
to
such
accrued
and
unpaid
distributions
shall
have
priority
over
any
entitlement
of
any
other
Partners
or
Assignees with
respect
to
any
distributions
by
the
Partnership
to
such
other
Partners
or
Assignees
except
for
distributions
in
respect
of
Series
B Preferred
Units
pursuant
to
Section
5.10(b)(iv);
provided,
however
,
that
the
General
Partner,
as
such,
will
have
no
liability
for
any obligations
with
respect
to
such
distributions
to
any
Record
Holder(s)
of
Series
C
Preferred
Units.
(vi)
Rank.
The
Series
C
Preferred
Units
shall
each
be
deemed
to
rank:
(A)
senior
to
any
Series
C
Junior
Securities;
(B)
on
a
parity
with
any
Series
C
Parity
Securities;
(C)
junior
to
(i)
the
Series
B
Preferred
Units
and
(ii)
any
other
Series
C
Senior
Securities;
and
(D)
junior
to
all
existing
and
future
indebtedness
of
the
Partnership
and
other
liabilities
with
respect
to
assets
available
to satisfy
claims
against
the
Partnership.
(vii)
No
Sinking
Fund.
The
Series
C
Preferred
Units
shall
not
have
the
benefit
of
any
sinking
fund.
48
(viii)
Record
Holders.
To
the
fullest
extent
permitted
by
applicable
law,
the
General
Partner,
the
Partnership,
the
Transfer
Agent,
and
the
Paying
Agent
may deem
and
treat
any
Series
C
Unitholder
as
the
true,
lawful,
and
absolute
owner
of
the
applicable
Series
C
Preferred
Units
for
all
purposes, and
neither
the
General
Partner,
the
Partnership,
nor
the
Transfer
Agent
or
the
Paying
Agent
shall
be
affected
by
any
notice
to
the
contrary, except
as
otherwise
provided
by
law
or
any
applicable
rule,
regulation,
guideline
or
requirement
of
any
National
Securities
Exchange
on which
the
Series
C
Preferred
Units
may
be
listed
or
admitted
to
trading,
if
any.
(ix)
Notices.
All
notices
or
communications
in
respect
of
the
Series
C
Preferred
Units
shall
be
sufficiently
given
if
given
in
writing
and
delivered
in person
or
by
first
class
mail,
postage
prepaid,
or
if
given
in
such
other
manner
as
may
be
permitted
in
this
Section
5.11,
this
Agreement
or by
applicable
law.
(x)
Other
Rights;
Fiduciary
Duties.
The
Series
C
Preferred
Units
and
the
Series
C
Unitholders
shall
not
have
any
designations,
preferences,
rights,
powers
or
duties,
other than
as
set
forth
in
this
Agreement
or
as
provided
by
applicable
law.
Notwithstanding
anything
to
the
contrary
in
this
Agreement
or
any
duty existing
at
law,
in
equity
or
otherwise,
to
the
fullest
extent
permitted
by
applicable
law,
neither
the
General
Partner
nor
any
other
Indemnitee shall
owe
any
duties,
including
fiduciary
duties,
or
have
any
liabilities
to
Series
C
Unitholders,
other
than
the
implied
contractual
covenant of
good
faith
and
fair
dealing.
ARTICLE
VI
ALLOCATIONS
AND
DISTRIBUTIONS
Section
6.1
Allocations
for
Capital
Account
Purposes.
Except
as
otherwise
provided
in
this
Agreement,
for
purposes
of
maintaining
the
balances
of
Capital
Accounts,
the
Partnership's
items
of
income,
gain,
loss and
deduction
for
a
taxable
period
of
the
Partnership
(such
items
are
computed
in
accordance
with
Section
5.3(b))
shall
be
allocated
among
the
Partners
first
to
the extent
provided
in
Section
6.1(d)
and
then
the
balance
of
such
items
shall
be
aggregated
into
Net
Income,
Net
Loss,
Net
Termination
Gain
and
Net
Termination Loss,
as
the
case
may
be,
which
shall
then
be
allocated
as
follows:
(a)
Net
Income.
Net
Income
for
a
taxable
period
of
the
Partnership
shall
be
allocated
as
follows:
(i)
First,
100%
to
the
General
Partner,
until
the
aggregate
Net
Income
allocated
pursuant
to
this
sentence
for
the
current
taxable
period
of
the Partnership
and
all
previous
taxable
periods
of
the
Partnership
is
equal
to
the
aggregate
Net
Loss
allocated
to
the
General
Partner
pursuant
to Section
6.1(b)(i)
for
all
previous
taxable
periods
of
the
Partnership.
(ii)
Second,
to
all
Unitholders
holding
Series
B
Preferred
Units,
in
proportion
to,
and
to
the
extent
of
the
Net
Loss
allocated
to
such Unitholders
holding
Series
B
Preferred
Units
pursuant
to
Section
6.1(b)(iii)
for
all
previous
taxable
periods,
until
the
aggregate
amount
of
Net Income
allocated
to
such
Unitholders
holding
Series
B
Preferred
Units
pursuant
to
this
Section
6.1(a)(ii)
for
the
current
and
all
previous
taxable periods
is
equal
to
the
aggregate
amount
of
Net
Loss
allocated
to
such
Unitholder
holding
Series
B
Preferred
Units
pursuant
to
Section
6.1(b)(iii) for
all
previous
taxable
periods;
provided
that
in
no
event
shall
Net
49
Income
be
allocated
to
any
such
Unitholder
holding
Series
B
Preferred
Units
to
cause
its
Capital
Account
in
respect
of
a
Series
B
Preferred
Unit
to exceed
the
Series
B
Liquidation
Value
in
respect
of
such
Series
B
Preferred
Units.
(iii)
Third,
to
all
Unitholders
holding
Series
C
Preferred
Units,
in
proportion
to,
and
to
the
extent
of
the
Net
Loss
allocated
to
such
Unitholders holding
Series
C
Preferred
Units
pursuant
to
Section
6.1(b)(ii)
for
all
previous
taxable
periods,
until
the
aggregate
amount
of
Net
Income
allocated to
such
Unitholders
holding
Series
C
Preferred
Units
pursuant
to
this
Section
6.1(a)(iii)
for
the
current
and
all
previous
taxable
periods
is
equal
to the
aggregate
amount
of
Net
Loss
allocated
to
such
Unitholder
holding
Series
C
Preferred
Units
pursuant
to
Section
6.1(b)(ii)
for
all
previous taxable
periods;
provided
that
in
no
event
shall
Net
Income
be
allocated
to
any
such
Unitholder
holding
Series
C
Preferred
Units
to
cause
its
Capital Account
in
respect
of
a
Series
C
Preferred
Unit
to
exceed
the
Series
C
Base
Liquidation
Preference
in
respect
of
such
Series
C
Preferred
Units.
(iv)
Thereafter,
100%
to
the
General
Partner
and
the
Unitholders
holding
Common
Units,
in
accordance
with
their
respective
Percentage Interests.
The
items
of
income,
gain,
loss
and
deduction
that
are
included
in
Net
Income
for
a
taxable
period
of
the
Partnership
shall
be
allocated
in
the
ratio
in
which Net
Income
for
such
taxable
period
is
allocated.
(b)
Net
Loss.
Net
Loss
for
a
taxable
period
of
the
Partnership
shall
be
allocated
as
follows:
(i)
First,
100%
to
the
General
Partner
and
the
Unitholders
holding
Common
Units,
in
accordance
with
their
respective
Percentage
Interests; provided,
that
Net
Loss
shall
not
be
allocated
pursuant
to
this
sentence
to
the
extent
that
such
allocation
would
cause
any
such
Unitholder
to
have
a deficit
balance
in
its
Adjusted
Capital
Account
at
the
end
of
such
taxable
period
of
the
Partnership
(or
increase
any
existing
deficit
balance
in
its Adjusted
Capital
Account).
The
limitation
on
the
allocation
of
Net
Loss
that
is
contained
in
the
preceding
sentence
is
a
Required
Allocation
for purposes
of
the
allocation
of
Curative
Allocations
in
Section
6.1(d).
(ii)
Second,
to
all
Unitholders
holding
Series
C
Preferred
Units,
in
proportion
to
their
respective
positive
Adjusted
Capital
Account
balances, until
the
Adjusted
Capital
Account
in
respect
of
each
Series
C
Preferred
Unit
then
Outstanding
has
been
reduced
to
zero.
(iii)
Third,
to
all
Unitholders
holding
Series
B
Preferred
Units,
in
proportion
to
their
respective
positive
Adjusted
Capital
Account
balances, until
the
Adjusted
Capital
Account
in
respect
of
each
Series
B
Preferred
Unit
then
Outstanding
has
been
reduced
to
zero.
(iv)
Thereafter,
the
balance,
if
any,
100%
to
the
General
Partner.
The
items
of
income,
gain,
loss
and
deduction
that
are
included
in
Net
Loss
for
a
taxable
period
of
the
Partnership
shall
be
allocated
in
the
ratio
in
which Net
Loss
for
such
taxable
period
is
allocated.
(c)
Net
Termination
Gains
and
Losses.
Allocations
under
this
Section
6.1(c)
shall
be
made
after
Capital
Account
balances
have
been
adjusted
by all
other
allocations
provided
under
this
Section
6.1
for
the
current
and
prior
taxable
periods
of
the
Partnership
and
for
distributions
that
have
been
made pursuant
to
Sections
6.4
and
6.5
but
not
for
distributions
made
pursuant
to
Section
12.4.
(i)
Any
Net
Termination
Gain
for
a
taxable
period
of
the
Partnership
shall
be
allocated
among
the
Partners
in
the
following
manner
and
the Capital
Accounts
of
the
Partners
shall
be
50
increased
by
the
amount
so
allocated
in
each
subclause,
before
an
allocation
is
made
pursuant
to
the
next
subclause:
(A)
First,
to
each
Partner
having
a
deficit
balance
in
its
Capital
Account,
in
proportion
to
such
deficit
balances
until
each
Partner
has been
allocated
Net
Termination
Gain
equal
to
any
such
deficit
balance.
(B)
Second,
to
all
Unitholders
holding
Series
B
Preferred
Units,
Pro
Rata,
until
the
Capital
Account
in
respect
of
each
Outstanding Series
B
Preferred
Unit
equals
the
Series
B
Liquidation
Value
or,
if
greater,
the
amount
per
Series
B
Preferred
Unit
that
reflects
the
value
of the
ENLC
Common
Units
into
which
each
such
Series
B
Preferred
Unit
is
exchangeable
pursuant
to
Section
5.10(b)(viii)(A).
(C)
Third,
to
all
Unitholders
holding
Series
C
Preferred
Units,
Pro
Rata,
until
the
Capital
Account
in
respect
of
each
Outstanding Series
C
Preferred
Unit
equals
the
Series
C
Base
Liquidation
Preference.
(D)
Thereafter,
(x)
to
the
General
Partner
in
accordance
with
its
Percentage
Interest
and
(y)
to
all
Unitholders
holding
Common
Units, Pro
Rata,
a
percentage
equal
to
100%
less
the
General
Partner's
Percentage
Interest.
(ii)
Any
Net
Termination
Loss
for
a
taxable
period
of
the
Partnership
shall
be
allocated
among
the
Partners
in
the
following
manner:
(A)
First,
(x)
to
the
General
Partner
in
accordance
with
its
Percentage
Interest
and
(y)
to
all
Unitholders
holding
Common
Units,
Pro Rata,
a
percentage
equal
to
100%
less
the
General
Partner's
Percentage
Interest,
until
the
Capital
Account
in
respect
of
each
Common
Unit then
Outstanding
has
been
reduced
to
zero.
The
limitation
on
the
allocation
of
Net
Termination
Loss
that
is
contained
in
the
preceding sentence
is
a
Required
Allocation
for
purposes
of
the
allocation
of
Curative
Allocations
in
Section
6.1(d).
(B)
Second,
to
all
Unitholders
holding
Series
C
Preferred
Units,
in
proportion
to
their
Adjusted
Capital
Account
balances,
until
the Adjusted
Capital
Account
in
respect
of
each
Series
C
Preferred
Unit
then
Outstanding
has
been
reduced
to
zero.
(C)
Third,
to
all
Unitholders
holding
Series
B
Preferred
Units,
in
proportion
to
their
respective
positive
Adjusted
Capital
Account balances,
until
the
Adjusted
Capital
Account
in
respect
of
each
Series
B
Preferred
Unit
then
Outstanding
has
been
reduced
to
zero.
(D)
Thereafter,
the
balance,
if
any,
100%
to
the
General
Partner.
The
items
of
income,
gain,
loss
and
deduction
that
are
included
in
Net
Termination
Gain
or
Net
Termination
Loss
for
a
taxable
period
of
the Partnership
shall
be
allocated
in
the
ratio
in
which
Net
Termination
Gain
or
Net
Termination
Loss
for
such
taxable
period
is
allocated.
(d)
Special
Allocations.
Prior
to
making
any
allocation
pursuant
to
another
portion
of
this
Section
6.1
for
a
taxable
period
of
the
Partnership,
the following
allocations
shall
be
made
in
the
order
stated:
(i)
Partnership
Minimum
Gain
Chargeback.
If
there
is
a
net
decrease
in
Partnership
Minimum
Gain
during
the
taxable
period
of
the Partnership,
each
Partner
shall
be
allocated
items
of
Partnership
income
and
gain
for
such
taxable
period
(and,
if
necessary,
subsequent
taxable periods
of
the
Partnership)
in
the
manner
and
amounts
provided
in
Treasury
Regulation
Sections
1.704-2(f)
or
any
successor
provision.
This Section
6.1(d)(i)
is
intended
to
comply
with
the
Partnership
Minimum
Gain
chargeback
requirement
in
Treasury
Regulation
Section
1.704-2(f)
and shall
be
interpreted
consistently
therewith.
The
allocations
in
this
51
portion
of
Section
6.1(d)
are
a
Required
Allocation
for
purposes
of
the
allocation
of
Curative
Allocations
in
Section
6.1(d).
(ii)
Partner
Nonrecourse
Debt
Minimum
Gain
Chargeback.
If
there
is
a
net
decrease
in
Partner
Nonrecourse
Debt
Minimum
Gain
during any
taxable
period
of
the
Partnership,
any
Partner
with
a
share
of
Partner
Nonrecourse
Debt
Minimum
Gain
at
the
beginning
of
such
taxable
period shall
be
allocated
items
of
Partnership
income
and
gain
for
such
taxable
period
(and,
if
necessary,
subsequent
taxable
periods
of
the
Partnership)
in the
manner
and
amounts
provided
in
Treasury
Regulation
Section
1.704-2(i)(4)
or
any
successor
provision.
This
Section
6.1(d)(ii)
is
intended
to comply
with
the
Partner
Nonrecourse
Debt
Minimum
Gain
chargeback
of
items
of
income
and
gain
requirement
in
Treasury
Regulation Section
1.704-2(i)(4)
and
shall
be
interpreted
consistently
therewith.
The
allocations
in
this
portion
of
Section
6.1(d)
are
a
Required
Allocation
for purposes
of
the
allocation
of
Curative
Allocations
in
Section
6.1(d).
(iii)
[Reserved]
(iv)
Qualified
Income
Offset.
In
the
event
any
Partner
unexpectedly
receives
any
adjustment,
allocation
or
distribution
described
in Treasury
Regulation
Sections
1.704-1(b)(2)(ii)(d)(4),
(5),
or
(6),
items
of
income
and
gain
shall
be
allocated
to
such
Partner
in
an
amount
and manner
sufficient
to
eliminate,
to
the
extent
required
by
the
Treasury
Regulations
promulgated
under
Section
704(b)
of
the
Code,
the
deficit balance,
if
any,
in
its
Adjusted
Capital
Account
created
by
such
adjustment,
allocation
or
distribution
as
quickly
as
possible.
The
allocations
in
this portion
of
Section
6.1(d)
are
a
Required
Allocation
for
purposes
of
the
allocation
of
Curative
Allocations
in
Section
6.1(d).
(v)
Gross
Income
Allocations.
In
the
event
any
Partner
has
a
deficit
balance
in
its
Capital
Account
at
the
end
of
any
taxable
period
of
the Partnership
in
excess
of
the
sum
of
(A)
the
amount
such
Partner
is
required
to
restore
pursuant
to
the
provisions
of
this
Agreement
and
(B)
the amount
such
Partner
is
deemed
obligated
to
restore
pursuant
to
Treasury
Regulation
Sections
1.704-2(g)
and
1.704-2(i)(5),
such
Partner
shall
be allocated
items
of
income
and
gain
in
the
amount
of
such
excess;
provided,
that
an
allocation
pursuant
to
this
Section
6.1(d)(v)
shall
be
made
only
if and
to
the
extent
that
such
Partner
would
have
a
deficit
balance
in
its
Capital
Account
as
adjusted
after
all
other
allocations
provided
for
in
this Section
6.1
have
been
tentatively
made
as
if
this
Section
6.1(d)(v)
were
not
in
this
Agreement.
The
allocations
in
this
portion
of
Section
6.1(d)
are
a Required
Allocation
for
purposes
of
the
allocation
of
Curative
Allocations
in
Section
6.1(d).
(vi)
Nonrecourse
Deductions.
Nonrecourse
Deductions
for
the
taxable
period
shall
be
allocated
to
the
Partners
in
accordance
with
their respective
Percentage
Interests.
If
the
General
Partner
determines
in
good
faith
that
the
Partnership's
Nonrecourse
Deductions
must
be
allocated
in
a different
ratio
to
satisfy
the
safe
harbor
requirements
of
the
Treasury
Regulations
promulgated
under
Section
704(b)
of
the
Code,
the
General Partner
may,
upon
notice
to
the
other
Partners,
revise
the
prescribed
ratio
in
order
to
satisfy
such
safe
harbor
requirements.
The
allocations
in
this portion
of
Section
6.1(d)
are
a
Required
Allocation
for
purposes
of
the
allocation
of
Curative
Allocations
in
Section
6.1(d).
(vii)
Partner
Nonrecourse
Deductions.
Partner
Nonrecourse
Deductions
for
the
taxable
period
shall
be
allocated
100%
to
the
Partner
that bears
the
Economic
Risk
of
Loss
with
respect
to
the
Partner
Nonrecourse
Debt
to
which
such
Partner
Nonrecourse
Deductions
are
attributable
in accordance
with
Treasury
Regulation
Section
1.704-2(i).
If
more
than
one
Partner
bears
the
Economic
Risk
of
Loss
with
respect
to
a
Partner Nonrecourse
Debt,
such
Partner
Nonrecourse
Deductions
attributable
thereto
shall
be
allocated
among
such
Partners
in
accordance
with
the
manner in
which
they
share
such
Economic
Risk
of
Loss.
The
52
allocations
in
this
portion
of
Section
6.1(d)
are
a
Required
Allocation
for
purposes
of
the
allocation
of
Curative
Allocations
in
Section
6.1(d).
(viii)
Nonrecourse
Liabilities.
The
portion
of
the
Nonrecourse
Liabilities
of
the
Partnership
that
are
allocable
pursuant
to
Treasury Regulation
Section
1.752-3(a)(3)
shall
be
allocated
among
the
Partners
in
accordance
with
their
Percentage
Interests.
The
allocations
of Nonrecourse
Liabilities
that
may
be
made
as
provided
in
Treasury
Regulation
Section
1.752-3(a)(2)
are
to
be
made
as
determined
by
the
General Partner
in
its
sole
discretion.
(ix)
Curative
Allocation.
(A)
Allocations
are
to
be
made
pursuant
to
this
Section
6.1(d)(ix)(A)
so
that
the
net
amount
of
items
of
income,
gain,
loss
and deduction
allocated
to
each
Partner
pursuant
to
Section
6.1
(including
allocations
made
pursuant
to
this
Section
6.1(d)(ix))
is
equal
to
the
net amount
of
such
items
that
would
have
been
allocated
to
each
such
Partner
under
this
Section
6.1
if
the
Required
Allocations
had
not
been included
in
this
Section
6.1;
provided
that
Required
Allocations
relating
to
(1)
Nonrecourse
Deductions
shall
not
be
taken
into
account
for purposes
of
this
sentence
except
to
the
extent
that
there
has
been
a
decrease
in
Partnership
Minimum
Gain
and
(2)
Partner
Nonrecourse Deductions
shall
not
be
taken
into
account
for
purposes
of
this
sentence
except
to
the
extent
that
there
has
been
a
decrease
in
Partner Nonrecourse
Debt
Minimum
Gain
and
shall
then
in
either
case
be
taken
into
account
only
to
the
extent
the
General
Partner
reasonably determines
that
such
allocations
are
not
likely
to
be
offset
by
subsequent
Required
Allocations.
(B)
The
General
Partner
shall
have
reasonable
discretion,
with
respect
to
each
taxable
period
of
the
Partnership,
to
(1)
apply
the provisions
of
Section
6.1(d)(ix)(A)
in
whatever
order
is
most
likely
to
minimize
the
economic
distortions
that
might
otherwise
result
from the
Required
Allocations
and
(2)
divide
all
allocations
pursuant
to
Section
6.1(d)(ix)(A)
among
the
Partners
in
a
manner
that
is
likely
to minimize
such
economic
distortions.
(C)
For
purposes
of
identifying
the
Agreed
Allocations,
the
provisions
of
this
Section
6.1(d)(ix)
are
a
Required
Allocation.
(x)
Allocation
to
Reverse
Deemed
Capital
Contributions.
Any
items
of
loss
or
deduction
resulting
from
or
relating
to
the
grant
of
options to
acquire
stock,
or
the
issuance
of
stock,
by
EnLink
Midstream,
Inc.,
or
from
the
transfer
of
any
other
property
by
the
General
Partner
or
EnLink Midstream,
Inc.,
to
or
for
the
benefit
of
any
employee
or
other
service
provider
of
the
Partnership,
the
Operating
Partnership,
or
any
of
their respective
Subsidiaries
shall
be
specially
allocated
to
the
General
Partner
if
and
to
the
extent
such
grant
of
options,
issuance
of
stock,
or
transfer
of property
was
treated
under
applicable
tax
law
as
an
actual
or
deemed
capital
contribution
by
the
General
Partner
which
resulted
in
an
increase
to
the General
Partner's
Capital
Account.
The
items
of
income,
gain,
loss
and
deduction
that
are
included
in
an
aggregate
that
is
allocated
pursuant
to
a
provision
of
this
Section
6.1(d)
for
a
taxable period
of
the
Partnership
shall
be
allocated
in
the
ratio
that
such
aggregate
was
allocated.
Section
6.2
Allocations
for
Tax
Purposes.
(a)
Except
as
otherwise
provided
in
this
Section
6.2,
each
item
of
income,
gain,
loss
and
deduction
that
is
recognized
by
the
Partnership
for
federal income
tax
purposes
shall
be
allocated
among
the
Partners
with
reference
to
the
allocations
of
the
corresponding
items
pursuant
to
Section
6.1.
53
(b)
The
Partnership
shall
make
the
allocations
that
are
required
by
Section
704(c)
of
the
Code
with
respect
to
the
difference
between
the
fair
market value
and
adjusted
basis
for
federal
income
tax
purposes
of
any
asset
that
the
Partnership
holds
on
the
Closing
Date
using
remedial
allocations
within
the meaning
of
Treasury
Regulation
Section
1.704-3(d)
and
in
respect
of
the
difference
between
fair
market
value
and
adjusted
tax
basis
of
such
assets
the Partnership
shall
use
the
recovery
periods
and
depreciation
methods
that
are
used
in
the
calculations
that
are
identified
in
the
records
of
the
Partnership
as the
basis
of
the
estimates
that
are
reported
in
the
"Material
Tax
Consequences-Tax
Consequences
of
Unit
Ownership--Ratio
of
taxable
income
to distributions"
section
of
the
prospectus
that
is
part
of
the
Registration
Statement
except
as
may
be
provided
in
the
Contribution
Agreements.
The Partnership
shall,
at
any
other
time
that
it
acquires
property
with
respect
to
which
it
must
make
allocations
for
federal
income
tax
purposes
pursuant
to Section
704(c)
of
the
Code,
make
such
allocations
using
remedial
allocations
within
the
meaning
of
Treasury
Regulation
Section
1.704-3(d)
or
any
other method
selected
by
the
General
Partner
in
its
sole
discretion.
The
Partnership
shall
make
any
"reverse
section
704(c)
allocations",
within
the
meaning
of Treasury
Regulation
Section
1.704-3(a)(6),
that
may
be
made
upon
an
adjustment
in
Carrying
Values
pursuant
to
Section
5.3(d)
or
at
any
other
time
that the
General
Partner
determines
in
its
sole
discretion
that
the
Partnership
should
make
"reverse
section
704(c)
allocations"
as
"remedial
allocations"
as
set out
in
Treasury
Regulation
Section
1.704-3(d)
or
under
any
other
method
that
the
General
Partner
determines
in
its
sole
discretion
that
the
Partnership should
use.
The
General
Partner
may
cause
the
Partnership
to
make
agreements
as
to
the
manner
in
which
Section
704(c)
allocations
shall
be
made
upon the
acquisition
by
the
Partnership
of
property
in
exchange
for
a
Partnership
Interest
or
reverse
Section
704(c)
allocations
shall
be
made
with
respect
to
the assets
of
the
Partnership
upon
the
issuance
by
the
Partnership
of
a
Partnership
Interest.
(c)
For
the
proper
administration
of
the
Partnership
and
to
facilitate
the
calculation
of
the
items
of
income,
gain,
loss
and
deduction
that
are
allocated to
the
Partners
for
federal,
state
or
local
income
tax
purposes
and
to
take
into
account
the
effect
of
the
Section
754
election
that
the
Partnership
is
to
make, the
General
Partner
shall
have
sole
discretion
(i)
to
adopt
such
conventions
as
it
deems
appropriate
in
determining
the
amount
of
depreciation,
amortization and
cost
recovery
deductions;
(ii)
to
make
special
allocations
for
federal
income
tax
purposes
of
income
(including,
without
limitation,
gross
income)
or deductions;
and
(iii)
to
amend
the
provisions
of
this
Agreement
as
appropriate
(x)
to
reflect
the
proposal
or
promulgation
of
Treasury
Regulations
under Section
704(b)
or
Section
704(c)
of
the
Code
or
(y)
otherwise
to
preserve
or
achieve
uniformity
of
the
Limited
Partner
Interests
(or
any
class
or
classes thereof)
or
to
facilitate
the
calculation
of
such
adjustments
that
are
required
by
the
Section
754
election
from
the
information
that
is
known
by
the Partnership,
such
as
the
date
of
the
purchase
of
a
Limited
Partner
Interest
and
the
amount
that
is
paid
therefor.
(d)
The
General
Partner
in
its
discretion
may
determine
to
depreciate
or
amortize
the
portion
of
an
adjustment
under
Section
743(b)
of
the
Code
that is
attributable
to
unrealized
appreciation
in
any
Partnership
property
(to
the
extent
of
the
unamortized
difference
between
Carrying
Value
and
adjusted
basis for
federal
income
tax
purposes
or
if
more
than
one
adjustment
to
Carrying
Value
has
been
made
to
the
extent
of
any
unamortized
increment
between Carrying
Value
and
the
immediately
prior
Carrying
Value)
using
a
predetermined
rate
derived
from
the
depreciation
or
amortization
method
and
useful
life applied
to
the
Partnership's
common
basis
of
such
property.
If
the
General
Partner
determines
that
such
reporting
position
cannot
reasonably
be
taken,
the General
Partner
may
adopt
depreciation
and
amortization
conventions
under
which
all
purchasers
acquiring
Limited
Partner
Interests
in
the
same
month would
receive
depreciation
and
amortization
deductions,
based
upon
the
same
applicable
rate
as
if
they
had
purchased
a
direct
interest
in
the
Partnership's property.
If
the
General
Partner
chooses
not
to
utilize
such
aggregate
54
method,
the
General
Partner
may
use
any
other
depreciation
and
amortization
conventions
that
it
determines
are
appropriate.
(e)
Any
gain
allocated
to
a
Partner
upon
the
sale
or
other
taxable
disposition
of
any
Partnership
asset
shall,
to
the
extent
possible
be
characterized
as Recapture
Income
to
the
same
extent
as
such
Partner
(or
its
predecessor
in
interest)
has
been
allocated
any
deductions
directly
or
indirectly
giving
rise
to the
treatment
of
such
gains
as
Recapture
Income.
(f)
All
items
of
income,
gain,
loss,
deduction
and
credit
recognized
by
the
Partnership
for
federal
income
tax
purposes
and
allocated
to
the
Partners in
accordance
with
the
provisions
hereof
shall
be
determined
without
regard
to
any
election
under
Section
754
of
the
Code
which
may
be
made
by
the Partnership;
provided,
however
,
that
such
allocations,
once
made,
shall
be
adjusted
as
necessary
or
appropriate
to
take
into
account
those
adjustments permitted
or
required
by
Sections
734
and
743
of
the
Code.
(g)
Each
item
of
Partnership
income,
gain,
loss
and
deduction
that
is
allocated
to
a
Partner
Interest
that
is
transferred
during
a
calendar
year
shall
for federal
income
tax
purposes,
be
determined
on
an
annual
basis
and
prorated
on
a
monthly
basis
and
shall
be
allocated
to
the
Partners
as
of
the
first
Business Day
of
each
month;
provided,
however
,
that
gain
or
loss
on
a
sale
or
other
disposition
of
any
assets
of
the
Partnership
or
any
other
extraordinary
item
of income
or
loss
realized
and
recognized
other
than
in
the
ordinary
course
of
business,
as
determined
by
the
General
Partner
in
its
sole
discretion,
shall
be allocated
to
the
Partners
as
of
the
first
Business
Day
of
the
month
in
which
such
gain
or
loss
is
recognized
for
federal
income
tax
purposes.
The
General Partner
may
revise,
alter
or
otherwise
modify
such
methods
of
allocation
as
it
determines
necessary
or
appropriate
in
its
sole
discretion,
to
the
extent permitted
or
required
by
Section
706
of
the
Code
and
the
regulations
or
rulings
promulgated
thereunder.
Section
6.3
Requirement
and
Characterization
of
Distributions;
Distributions
to
Record
Holders.
(a)
Available
Cash
with
respect
to
any
Applicable
Period
may
(in
the
discretion
of
the
General
Partner),
subject
to
Section
17-607
of
the
Delaware Act,
be
distributed
in
accordance
with
this
Article
VI
by
the
Partnership
to
the
applicable
Partners
described
in
Section
6.4
as
of
the
Record
Date
selected by
the
General
Partner
in
its
reasonable
discretion.
All
distributions
required
to
be
made
under
this
Agreement
shall
be
made
subject
to
Section
17-607
of the
Delaware
Act.
(b)
Notwithstanding
Section
6.3(a),
in
the
event
of
the
dissolution
and
liquidation
of
the
Partnership,
all
receipts
received
during
or
after
the
Quarter in
which
the
Liquidation
Date
occurs,
other
than
from
borrowings
described
in
(a)(ii)
of
the
definition
of
Available
Cash,
shall
be
applied
and
distributed solely
in
accordance
with,
and
subject
to
the
terms
and
conditions
of,
Section
12.4.
(c)
The
General
Partner
shall
have
the
discretion
to
treat
taxes
paid
by
the
Partnership
on
behalf
of,
or
amounts
withheld
with
respect
to,
all
or
less than
all
of
the
Partners,
as
a
distribution
of
Available
Cash
to
such
Partners.
(d)
Each
distribution
in
respect
of
a
Partnership
Interest
shall
be
paid
by
the
Partnership,
directly
or
through
the
Transfer
Agent
or
through
any
other Person
or
agent,
only
to
the
Record
Holder
of
such
Partnership
Interest
as
of
the
Record
Date
set
for
such
distribution.
Such
payment
shall
constitute
full payment
and
satisfaction
of
the
Partnership's
liability
in
respect
of
such
payment,
regardless
of
any
claim
of
any
Person
who
may
have
an
interest
in
such payment
by
reason
of
an
assignment
or
otherwise.
55
Section
6.4
Distributions
of
Available
Cash.
To
the
extent
Available
Cash
is
distributed
pursuant
to
Section
6.3,
such
Available
Cash
shall,
subject
to
Section
17-607
of
the
Delaware
Act,
and
except
as otherwise
required
by
Section
5.10(b)(ii),
Section
5.11(b)(ii),
or
Section
5.4(b)
in
respect
of
additional
Partnership
Securities
issued
pursuant
thereto,
be
distributed (a)
to
the
General
Partner
in
accordance
with
its
Percentage
Interest
and
(b)
to
all
holders
of
Common
Units,
Pro
Rata,
a
percentage
equal
to
100%
less
the
sum
of the
percentage
specified
under
subclause
(a)
of
this
Section
6.4.
Section
6.5
[Reserved.]
Section
6.6
[Reserved.]
Section
6.7
[Reserved.]
Section
6.8
[Reserved.]
Section
6.9
[Reserved.]
Section
6.10
Special
Provisions
Relating
to
Series
C
Unitholders.
Notwithstanding
anything
to
the
contrary
set
forth
in
this
Agreement,
the
holders
of
the
Series
C
Preferred
Units
(i)
shall
(A)
possess
the
rights
and
obligations provided
in
this
Agreement
with
respect
to
a
Limited
Partner
pursuant
to
Article
III
and
Article
VII
and
(B)
have
a
Capital
Account
as
a
Partner
pursuant
to Section
5.3
and
all
other
provisions
related
thereto
and
(ii)
shall
not
(A)
be
entitled
to
vote
on
any
matters
requiring
the
approval
or
vote
of
the
holders
of Outstanding
Units,
except
as
provided
in
Section
5.11(b)(iii)
or
as
required
by
applicable
law,
or
(B)
be
entitled
to
any
distributions
other
than
as
provided
in Section
5.11(b)(ii).
ARTICLE
VII
MANAGEMENT
AND
OPERATION
OF
BUSINESS
Section
7.1
Management.
(a)
The
General
Partner
shall
conduct,
direct
and
manage
all
activities
of
the
Partnership.
Except
as
otherwise
expressly
provided
in
this
Agreement, all
management
powers
over
the
business
and
affairs
of
the
Partnership
shall
be
exclusively
vested
in
the
General
Partner,
and
no
Limited
Partner
or Assignee
shall
have
any
management
power
over
the
business
and
affairs
of
the
Partnership.
In
addition
to
the
powers
now
or
hereafter
granted
a
general partner
of
a
limited
partnership
under
applicable
law
or
which
are
granted
to
the
General
Partner
under
any
other
provision
of
this
Agreement,
the
General Partner,
subject
to
Section
7.3,
shall
have
full
power
and
authority
to
do
all
things
and
on
such
terms
as
it,
in
its
sole
discretion,
may
deem
necessary
or appropriate
to
conduct
the
business
of
the
Partnership,
to
exercise
all
powers
set
forth
in
Section
2.5
and
to
effectuate
the
purposes
set
forth
in
Section
2.4, including
the
following:
(i)
the
making
of
any
expenditures,
the
lending
or
borrowing
of
money,
the
assumption
or
guarantee
of,
or
other
contracting
for,
indebtedness and
other
liabilities,
the
issuance
of
evidences
of
indebtedness,
including
indebtedness
that
is
convertible
into
Partnership
Securities,
and
the incurring
of
any
other
obligations;
(ii)
the
making
of
tax,
regulatory,
and
other
filings,
or
rendering
of
periodic
or
other
reports
to
governmental
or
other
agencies
having jurisdiction
over
the
business
or
assets
of
the
Partnership;
(iii)
the
acquisition,
disposition,
mortgage,
pledge,
encumbrance,
hypothecation,
or
exchange
of
any
or
all
of
the
assets
of
the
Partnership
or the
merger
or
other
combination
of
56
the
Partnership
with
or
into
another
Person
(the
matters
described
in
this
clause
(iii)
being
subject,
however,
to
any
prior
approval
that
may
be required
by
Section
7.3);
(iv)
the
use
of
the
assets
of
the
Partnership
(including
cash
on
hand)
for
any
purpose
consistent
with
the
terms
of
this
Agreement,
including
the financing
of
the
conduct
of
the
operations
of
the
Partnership
Group;
subject
to
Section
7.6(a),
the
lending
of
funds
to
other
Persons
(including
other Group
Members);
the
repayment
or
guarantee
of
obligations
of
the
Partnership
Group;
and
the
making
of
capital
contributions
to
any
member
of
the Partnership
Group;
(v)
the
negotiation,
execution
and
performance
of
any
contracts,
conveyances
or
other
instruments
(including
instruments
that
limit
the liability
of
the
Partnership
under
contractual
arrangements
to
all
or
particular
assets
of
the
Partnership,
with
the
other
party
to
the
contract
to
have no
recourse
against
the
General
Partner
or
its
assets
other
than
its
interest
in
the
Partnership,
even
if
same
results
in
the
terms
of
the
transaction being
less
favorable
to
the
Partnership
than
would
otherwise
be
the
case);
(vi)
the
distribution
of
Partnership
cash;
(vii)
the
selection
and
dismissal
of
employees
(including
employees
having
titles
such
as
"president,"
"vice
president,"
"secretary,"
and "treasurer")
and
agents,
outside
attorneys,
accountants,
consultants,
and
contractors
and
the
determination
of
their
compensation
and
other
terms
of employment
or
hiring;
(viii)
the
maintenance
of
such
insurance
for
the
benefit
of
the
Partnership
Group
and
the
Partners
as
it
deems
necessary
or
appropriate;
(ix)
the
formation
of,
or
acquisition
of
an
interest
in,
and
the
contribution
of
property
and
the
making
of
loans
to,
any
further
limited
or
general partnerships,
joint
ventures,
corporations,
limited
liability
companies
or
other
relationships
(including
the
acquisition
of
interests
in,
and
the contributions
of
property
to,
any
Group
Member
from
time
to
time)
subject
to
the
restrictions
set
forth
in
Section
2.4;
(x)
the
control
of
any
matters
affecting
the
rights
and
obligations
of
the
Partnership,
including
the
bringing
and
defending
of
actions
at
law
or in
equity
and
otherwise
engaging
in
the
conduct
of
litigation
and
the
incurring
of
legal
expense
and
the
settlement
of
claims
and
litigation;
(xi)
the
indemnification
of
any
Person
against
liabilities
and
contingencies
to
the
extent
permitted
by
law;
(xii)
the
entering
into
of
listing
agreements
with
any
National
Securities
Exchange
and
the
delisting
of
some
or
all
of
the
Limited
Partner Interests
from,
or
requesting
that
trading
be
suspended
on,
any
such
exchange
(subject
to
any
prior
approval
that
may
be
required
under Section
4.8);
(xiii)
the
purchase,
sale
or
other
acquisition
or
disposition
of
Partnership
Securities,
or
the
issuance
of
additional
options,
rights,
warrants
and appreciation
rights
relating
to
Partnership
Securities;
and
(xiv)
the
undertaking
of
any
action
in
connection
with
the
Partnership's
participation
in
any
Group
Member
as
a
member
or
partner.
(b)
Notwithstanding
any
other
provision
of
this
Agreement,
the
Operating
Partnership
Agreement,
the
Delaware
Act
or
any
applicable
law,
rule,
or regulation,
each
of
the
Partners
and
the
Assignees
and
each
other
Person
who
may
acquire
an
interest
in
Partnership
Securities
hereby
(i)
approves,
ratifies and
confirms
the
execution,
delivery
and
performance
by
the
parties
thereto
57
of
the
Underwriting
Agreement,
the
Contribution
Agreements,
the
Operating
Partnership
Agreement,
any
other
limited
liability
company
or
partnership agreement
of
any
other
Group
Member
and
the
other
agreements
described
in
or
filed
as
exhibits
to
the
Registration
Statement
that
are
related
to
the transactions
contemplated
by
the
Registration
Statement;
(ii)
agrees
that
the
General
Partner
(on
its
own
or
through
any
officer)
is
authorized
to
execute, deliver
and
perform
the
agreements
referred
to
in
clause
(i)
of
this
sentence
and
the
other
agreements,
acts,
transactions
and
matters
described
in
or contemplated
by
the
Registration
Statement
on
behalf
of
the
Partnership
without
any
further
act,
approval
or
vote
of
the
Partners
or
the
Assignees
or
the other
Persons
who
may
acquire
an
interest
in
Partnership
Securities;
and
(iii)
agrees
that
the
execution,
delivery
or
performance
by
the
General
Partner,
any Group
Member
or
any
Affiliate
of
any
of
them,
of
this
Agreement
or
any
agreement
authorized
or
permitted
under
this
Agreement
(including
the
exercise by
the
General
Partner
or
any
Affiliate
of
the
General
Partner
of
the
rights
accorded
pursuant
to
Article
XV),
shall
not
constitute
a
breach
by
the
General Partner
of
any
duty
that
the
General
Partner
may
owe
the
Partnership
or
the
Limited
Partners
or
any
other
Persons
under
this
Agreement
(or
any
other agreements)
or
of
any
duty
stated
or
implied
by
law
or
equity.
Section
7.2
Certificate
of
Limited
Partnership
The
General
Partner
has
caused
the
Certificate
of
Limited
Partnership
to
be
filed
with
the
Secretary
of
State
of
the
State
of
Delaware
as
required
by
the Delaware
Act.
The
General
Partner
shall
use
all
reasonable
efforts
to
cause
to
be
filed
such
other
certificates
or
documents
as
may
be
determined
by
the General
Partner
in
its
sole
discretion
to
be
reasonable
and
necessary
or
appropriate
for
the
formation,
continuation,
qualification,
and
operation
of
a
limited partnership
(or
a
partnership
in
which
the
limited
partners
have
limited
liability)
in
the
State
of
Delaware
or
any
other
state
in
which
the
Partnership
may elect
to
do
business
or
own
property.
To
the
extent
that
such
action
is
determined
by
the
General
Partner
in
its
sole
discretion
to
be
reasonable
and necessary
or
appropriate,
the
General
Partner
shall
file
amendments
to
and
restatements
of
the
Certificate
of
Limited
Partnership
and
do
all
things
to maintain
the
Partnership
as
a
limited
partnership
(or
a
partnership
or
other
entity
in
which
the
limited
partners
have
limited
liability)
under
the
laws
of
the State
of
Delaware
or
of
any
other
state
in
which
the
Partnership
may
elect
to
do
business
or
own
property.
Subject
to
the
terms
of
Section
3.4(a),
the General
Partner
shall
not
be
required,
before
or
after
filing,
to
deliver
or
mail
a
copy
of
the
Certificate
of
Limited
Partnership,
any
qualification
document or
any
amendment
thereto
to
any
Limited
Partner.
Section
7.3
Restrictions
on
the
General
Partner's
Authority.
(a)
The
General
Partner
may
not,
without
written
approval
of
the
specific
act
by
holders
of
all
of
the
Outstanding
Limited
Partner
Interests
or
by other
written
instrument
executed
and
delivered
by
holders
of
all
of
the
Outstanding
Limited
Partner
Interests
subsequent
to
the
date
of
this
Agreement, take
any
action
in
contravention
of
this
Agreement,
including,
except
as
otherwise
provided
in
this
Agreement,
(i)
committing
any
act
that
would
make
it impossible
to
carry
on
the
ordinary
business
of
the
Partnership;
(ii)
possessing
Partnership
property,
or
assigning
any
rights
in
specific
Partnership
property, for
other
than
a
Partnership
purpose;
(iii)
admitting
a
Person
as
a
Partner;
(iv)
amending
this
Agreement
in
any
manner;
or
(v)
transferring
its
interest
as
a general
partner
of
the
Partnership.
(b)
Except
as
provided
in
Articles
XII
and
XIV,
the
General
Partner
may
not
sell,
exchange,
or
otherwise
dispose
of
all
or
substantially
all
of
the Partnership's
assets
in
a
single
transaction
or
a
series
of
related
transactions
(including
by
way
of
merger,
consolidation
or
other
combination)
or
approve
on behalf
of
the
Partnership
the
sale,
exchange,
or
other
disposition
of
all
or
substantially
all
of
the
assets
of
the
Operating
Partnership
and
its
Subsidiaries taken
as
a
whole
without
the
approval
of
holders
of
a
Unit
Majority
and,
so
long
as
the
ENLC
Class
C
Common
Units
are
outstanding,
an
ENLC
Unit Majority;
provided,
however
,
that
this
provision
shall
not
preclude
or
58
limit
the
General
Partner's
ability
to
mortgage,
pledge,
hypothecate,
or
grant
a
security
interest
in
all
or
substantially
all
of
the
assets
of
the
Partnership
or the
Operating
Partnership
or
their
Subsidiaries
and
shall
not
apply
to
any
forced
sale
of
any
or
all
of
the
assets
of
the
Partnership
or
the
Operating Partnership
or
their
Subsidiaries
pursuant
to
the
foreclosure
of,
or
other
realization
upon,
any
such
encumbrance.
Without
the
approval
of
holders
of
a
Unit Majority,
the
General
Partner
shall
not,
on
behalf
of
the
Partnership,
(i)
consent
to
any
amendment
to
the
Operating
Partnership
Agreement
or,
except
as expressly
permitted
by
Section
7.9(d),
take
any
action
permitted
to
be
taken
by
a
partner
of
the
Operating
Partnership,
in
either
case,
that
would
adversely affect
the
Limited
Partners
(including
any
particular
class
of
Partnership
Interests
as
compared
to
any
other
class
of
Partnership
Interests)
in
any
material respect
or
(ii)
except
as
permitted
under
Sections
4.6,
11.1,
and
11.2,
elect
or
cause
the
Partnership
to
elect
a
successor
general
partner
of
the
Partnership.
Section
7.4
Reimbursement
of
the
General
Partner.
(a)
Except
as
provided
in
this
Section
7.4
and
elsewhere
in
this
Agreement,
the
General
Partner
shall
not
be
compensated
for
its
services
as
a
general partner
or
managing
member
of
any
Group
Member.
(b)
The
General
Partner
shall
be
reimbursed
on
a
monthly
basis,
or
such
other
reasonable
basis
as
the
General
Partner
may
determine
in
its
sole discretion,
for
(i)
all
direct
and
indirect
expenses
it
incurs
or
payments
it
makes
on
behalf
of
the
Partnership
(including
salary,
bonus,
incentive compensation
and
other
amounts
paid
to
any
Person
including
Affiliates
of
the
General
Partner
to
perform
services
for
the
Partnership
or
for
the
General Partner
in
the
discharge
of
its
duties
to
the
Partnership),
and
(ii)
all
other
necessary
or
appropriate
expenses
allocable
to
the
Partnership
or
otherwise reasonably
incurred
by
the
General
Partner
in
connection
with
operating
the
Partnership's
business
(including
expenses
allocated
to
the
General
Partner
by its
Affiliates).
The
General
Partner
shall
determine
the
expenses
that
are
allocable
to
the
Partnership
in
any
reasonable
manner
determined
by
the
General Partner
in
its
sole
discretion.
Reimbursements
pursuant
to
this
Section
7.4
shall
be
in
addition
to
any
reimbursement
to
the
General
Partner
as
a
result
of indemnification
pursuant
to
Section
7.7.
(c)
The
General
Partner,
in
its
sole
discretion
and
without
the
approval
of
the
Limited
Partners
(who
shall
have
no
right
to
vote
in
respect
thereof), may
propose
and
adopt
on
behalf
of
the
Partnership
employee
benefit
plans,
employee
programs,
and
employee
practices
(including
plans,
programs
and practices
involving
the
issuance
of
Partnership
Securities
or
options
to
purchase
or
rights,
warrants,
or
appreciation
rights
relating
to
Partnership
Securities), or
cause
the
Partnership
to
issue
Partnership
Securities
in
connection
with,
or
pursuant
to,
any
employee
benefit
plan,
employee
program,
or
employee practice
maintained
or
sponsored
by
the
General
Partner
or
any
of
its
Affiliates,
in
each
case
for
the
benefit
of
employees
of
the
General
Partner,
any
Group Member
or
any
Affiliate,
or
any
of
them,
in
respect
of
services
performed,
directly
or
indirectly,
for
the
benefit
of
the
Partnership
Group.
The
Partnership agrees
to
issue
and
sell
to
the
General
Partner
or
any
of
its
Affiliates
any
Partnership
Securities
that
the
General
Partner
or
such
Affiliates
are
obligated
to provide
to
any
employees
pursuant
to
any
such
employee
benefit
plans,
employee
programs
or
employee
practices.
Expenses
incurred
by
the
General Partner
in
connection
with
any
such
plans,
programs,
and
practices
(including
the
net
cost
to
the
General
Partner
or
such
Affiliates
of
Partnership
Securities purchased
by
the
General
Partner
or
such
Affiliates
from
the
Partnership
to
fulfill
options
or
awards
under
such
plans,
programs,
and
practices)
shall
be reimbursed
in
accordance
with
Section
7.4(b).
Any
and
all
obligations
of
the
General
Partner
under
any
employee
benefit
plans,
employee
programs
or employee
practices
adopted
by
the
General
Partner
as
permitted
by
this
Section
7.4(c)
shall
constitute
obligations
of
the
General
Partner
hereunder
and shall
be
assumed
by
any
successor
General
Partner
approved
pursuant
to
59
Section
11.1
or
11.2
or
the
transferee
of
or
successor
to
all
of
the
General
Partner's
General
Partner
Interest
pursuant
to
Section
4.6.
Section
7.5
Outside
Activities.
(a)
After
the
Closing
Date,
the
General
Partner,
for
so
long
as
it
is
the
General
Partner
of
the
Partnership
(i)
agrees
that
its
sole
business
will
be
to
act as
a
general
partner
or
managing
member,
as
the
case
may
be,
of
the
Partnership
and
any
other
partnership
or
limited
liability
company
of
which
the Partnership
or
the
Operating
Partnership
is,
directly
or
indirectly,
a
partner
or
member
and
to
undertake
activities
that
are
ancillary
or
related
thereto (including
being
a
limited
partner
in
the
Partnership)
and
(ii)
shall
not
engage
in
any
business
or
activity
or
incur
any
debts
or
liabilities
except
in connection
with
or
incidental
to
(A)
its
performance
as
general
partner
or
managing
member
of
one
or
more
Group
Members
or
as
described
in
or contemplated
by
the
Registration
Statement
or
(B)
the
acquiring,
owning,
or
disposing
of
debt
or
equity
securities
in
any
Group
Member.
(b)
Except
as
specifically
restricted
by
Section
7.5(a),
each
Indemnitee
(other
than
the
General
Partner)
shall
have
the
right
to
engage
in
businesses
of every
type
and
description
and
other
activities
for
profit
and
to
engage
in
and
possess
an
interest
in
other
business
ventures
of
any
and
every
type
or description,
whether
in
businesses
engaged
in
or
anticipated
to
be
engaged
in
by
any
Group
Member,
independently
or
with
others,
including
business interests
and
activities
in
direct
competition
with
the
business
and
activities
of
any
Group
Member,
and
none
of
the
same
shall
constitute
a
breach
of
this Agreement
or
any
duty
express
or
implied
by
law
to
any
Group
Member
or
any
Partner
or
Assignee.
Neither
any
Group
Member,
any
Limited
Partner
nor any
other
Person
shall
have
any
rights
by
virtue
of
this
Agreement,
the
Operating
Partnership
Agreement,
the
limited
liability
company
or
partnership agreements
of
any
other
Group
Member
or
the
partnership
relationship
established
hereby
in
any
business
ventures
of
any
Indemnitee.
(c)
Subject
to
the
terms
of
Section
7.5(a)
and
Section
7.5(b),
but
otherwise
notwithstanding
anything
to
the
contrary
in
this
Agreement,
(i)
the engaging
in
competitive
activities
by
any
Indemnitees
(other
than
the
General
Partner)
in
accordance
with
the
provisions
of
this
Section
7.5
is
hereby approved
by
the
Partnership
and
all
Partners,
(ii)
it
shall
be
deemed
not
to
be
a
breach
of
the
General
Partner's
fiduciary
duty
or
any
other
obligation
of
any type
whatsoever
of
the
General
Partner
for
the
Indemnitees
(other
than
the
General
Partner)
to
engage
in
such
business
interests
and
activities
in
preference to
or
to
the
exclusion
of
the
Partnership,
and
(iii)
the
General
Partner
and
the
Indemnitees
shall
have
no
obligation
to
present
business
opportunities
to
the Partnership.
(d)
The
General
Partner
and
any
of
its
Affiliates
may
acquire
Units
or
other
Partnership
Securities
in
addition
to
those
acquired
on
the
Closing
Date and,
except
as
otherwise
provided
in
this
Agreement,
shall
be
entitled
to
exercise
all
rights
of
the
General
Partner
or
Limited
Partner,
as
applicable,
relating to
such
Units
or
Partnership
Securities.
(e)
The
term
"Affiliates"
when
used
in
Section
7.5(a)
and
Section
7.5(d)
with
respect
to
the
General
Partner
shall
not
include
any
Group
Member
or any
Subsidiary
of
the
Group
Member.
(f)
Anything
in
this
Agreement
to
the
contrary
notwithstanding,
to
the
extent
that
provisions
of
Sections
7.7,
7.8,
7.9,
7.10,
or
other
Sections
of
this Agreement
purport
or
are
interpreted
to
have
the
effect
of
restricting
the
fiduciary
duties
that
might
otherwise,
as
a
result
of
Delaware
or
other
applicable law,
be
owed
by
the
General
Partner
to
the
Partnership
and
its
Limited
Partners,
or
to
constitute
a
waiver
or
consent
by
the
Limited
Partners
to
any
such restriction,
such
provisions
shall
be
inapplicable
and
have
no
effect
in
determining
whether
the
General
Partner
has
complied
with
its
fiduciary
duties
in connection
with
determinations
made
by
it
under
this
Section
7.5.
60
Section
7.6
Loans
from
the
General
Partner;
Loans
or
Contributions
from
the
Partnership;
Contracts
with
Affiliates;
Certain
Restrictions
on
the
General Partner.
(a)
The
General
Partner
or
any
of
its
Affiliates
may
lend
to
any
Group
Member,
and
any
Group
Member
may
borrow
from
the
General
Partner
or
any of
its
Affiliates,
funds
needed
or
desired
by
the
Group
Member
for
such
periods
of
time
and
in
such
amounts
as
the
General
Partner
may
determine; provided,
however
,
that
in
any
such
case
the
lending
party
may
not
charge
the
borrowing
party
interest
at
a
rate
greater
than
the
rate
that
would
be
charged the
borrowing
party
or
impose
terms
less
favorable
to
the
borrowing
party
than
would
be
charged
or
imposed
on
the
borrowing
party
by
unrelated
lenders on
comparable
loans
made
on
an
arm's-length
basis
(without
reference
to
the
lending
party's
financial
abilities
or
guarantees).
The
borrowing
party
shall reimburse
the
lending
party
for
any
costs
(other
than
any
additional
interest
costs)
incurred
by
the
lending
party
in
connection
with
the
borrowing
of
such funds.
For
purposes
of
this
Section
7.6(a)
and
Section
7.6(b),
the
term
"Group
Member"
shall
include
any
Affiliate
of
a
Group
Member
that
is
controlled
by the
Group
Member.
No
Group
Member
may
lend
funds
to
the
General
Partner
or
any
of
its
Affiliates
(other
than
another
Group
Member).
(b)
The
Partnership
may
lend
or
contribute
to
any
Group
Member,
and
any
Group
Member
may
borrow
from
the
Partnership,
funds
on
terms
and conditions
established
in
the
sole
discretion
of
the
General
Partner;
provided,
however
,
that
the
Partnership
may
not
charge
the
Group
Member
interest
at
a rate
less
than
the
rate
that
would
be
charged
to
the
Group
Member
(without
reference
to
the
General
Partner's
financial
abilities
or
guarantees)
by
unrelated lenders
on
comparable
loans.
The
foregoing
authority
shall
be
exercised
by
the
General
Partner
in
its
sole
discretion
and
shall
not
create
any
right
or
benefit in
favor
of
any
Group
Member
or
any
other
Person.
(c)
The
General
Partner
may
itself,
or
may
enter
into
an
agreement
with
any
of
its
Affiliates
to,
render
services
to
a
Group
Member
or
to
the
General Partner
in
the
discharge
of
its
duties
as
General
Partner
of
the
Partnership.
Any
services
rendered
to
a
Group
Member
by
the
General
Partner
or
any
of
its Affiliates
shall
be
on
terms
that
are
fair
and
reasonable
to
the
Partnership;
provided,
however
,
that
the
requirements
of
this
Section
7.6(c)
shall
be
deemed satisfied
as
to
(i)
any
transaction
approved
by
Special
Approval,
(ii)
any
transaction,
the
terms
of
which
are
no
less
favorable
to
the
Partnership
Group
than those
generally
being
provided
to
or
available
from
unrelated
third
parties,
or
(iii)
any
transaction
that,
taking
into
account
the
totality
of
the
relationships between
the
parties
involved
(including
other
transactions
that
may
be
particularly
favorable
or
advantageous
to
the
Partnership
Group),
is
equitable
to
the Partnership
Group.
The
provisions
of
Section
7.4
shall
apply
to
the
rendering
of
services
described
in
this
Section
7.6(c).
(d)
The
Partnership
Group
may
transfer
assets
to
joint
ventures,
other
partnerships,
corporations,
limited
liability
companies
or
other
business
entities in
which
it
is
or
thereby
becomes
a
participant
upon
such
terms
and
subject
to
such
conditions
as
are
consistent
with
this
Agreement
and
applicable
law.
(e)
Neither
the
General
Partner
nor
any
of
its
Affiliates
shall
sell,
transfer
or
convey
any
property
to,
or
purchase
any
property
from,
the
Partnership, directly
or
indirectly,
except
pursuant
to
transactions
that
are
fair
and
reasonable
to
the
Partnership;
provided,
however
,
that
the
requirements
of
this Section
7.6(e)
shall
be
deemed
to
be
satisfied
as
to
(i)
the
transactions
effected
pursuant
to
the
Contribution
Agreements
and
any
other
transactions described
in
or
contemplated
by
the
Registration
Statement,
(ii)
any
transaction
approved
by
Special
Approval,
(iii)
any
transaction,
the
terms
of
which
are no
less
favorable
to
the
Partnership
than
those
generally
being
provided
to
or
available
from
unrelated
third
parties,
or
(iv)
any
transaction
that,
taking
into account
the
totality
of
the
relationships
between
the
parties
involved
(including
other
transactions
that
may
be
particularly
favorable
or
advantageous
to
the Partnership),
is
equitable
to
61
the
Partnership.
With
respect
to
any
contribution
of
assets
to
the
Partnership
in
exchange
for
Partnership
Securities,
the
Conflicts
Committee,
in determining
whether
the
appropriate
number
of
Partnership
Securities
are
being
issued,
may
take
into
account,
among
other
things,
the
fair
market
value
of the
assets,
the
liquidated
and
contingent
liabilities
assumed,
the
tax
basis
in
the
assets,
the
extent
to
which
tax-only
allocations
to
the
transferor
will
protect the
existing
partners
of
the
Partnership
against
a
low
tax
basis,
and
such
other
factors
as
the
Conflicts
Committee
deems
relevant
under
the
circumstances.
(f)
The
General
Partner
and
its
Affiliates
will
have
no
obligation
to
permit
any
Group
Member
to
use
any
facilities
or
assets
of
the
General
Partner and
its
Affiliates,
except
as
may
be
provided
in
contracts
entered
into
from
time
to
time
specifically
dealing
with
such
use,
nor
shall
there
be
any
obligation on
the
part
of
the
General
Partner
or
its
Affiliates
to
enter
into
such
contracts.
(g)
Without
limitation
of
Sections
7.6(a)
through
7.6(f),
and
notwithstanding
anything
to
the
contrary
in
this
Agreement,
the
existence
of
the
conflicts of
interest
described
in
the
Registration
Statement
are
hereby
approved
by
all
Partners.
Section
7.7
Indemnification.
(a)
To
the
fullest
extent
permitted
by
law
but
subject
to
the
limitations
expressly
provided
in
this
Agreement,
all
Indemnitees
shall
be
indemnified and
held
harmless
by
the
Partnership
from
and
against
any
and
all
losses,
claims,
damages,
liabilities,
joint
or
several,
expenses
(including
legal
fees
and expenses),
judgments,
fines,
penalties,
interest,
settlements
or
other
amounts
arising
from
any
and
all
claims,
demands,
actions,
suits
or
proceedings, whether
civil,
criminal,
administrative
or
investigative,
in
which
any
Indemnitee
may
be
involved,
or
is
threatened
to
be
involved,
as
a
party
or
otherwise, by
reason
of
its
status
as
an
Indemnitee;
provided,
that
in
each
case
the
Indemnitee
acted
in
good
faith
and
in
a
manner
that
such
Indemnitee
reasonably believed
to
be
in,
or
(in
the
case
of
a
Person
other
than
the
General
Partner)
not
opposed
to,
the
best
interests
of
the
Partnership
and,
with
respect
to
any criminal
proceeding,
had
no
reasonable
cause
to
believe
its
conduct
was
unlawful;
provided
,
further,
no
indemnification
pursuant
to
this
Section
7.7
shall be
available
to
the
General
Partner
or
its
Affiliates
(other
than
a
Group
Member)
with
respect
to
its
or
their
obligations
incurred
pursuant
to
the Underwriting
Agreement
or
the
Contribution
Agreements
(other
than
obligations
incurred
by
the
General
Partner
on
behalf
of
the
Partnership).
The termination
of
any
action,
suit
or
proceeding
by
judgment,
order,
settlement,
conviction
or
upon
a
plea
of
nolo
contendere,
or
its
equivalent,
shall
not
create a
presumption
that
the
Indemnitee
acted
in
a
manner
contrary
to
that
specified
above.
Any
indemnification
pursuant
to
this
Section
7.7
shall
be
made
only out
of
the
assets
of
the
Partnership,
it
being
agreed
that
the
General
Partner
shall
not
be
personally
liable
for
such
indemnification
and
shall
have
no obligation
to
contribute
or
loan
any
monies
or
property
to
the
Partnership
to
enable
it
to
effectuate
such
indemnification.
(b)
To
the
fullest
extent
permitted
by
law,
expenses
(including
legal
fees
and
expenses)
incurred
by
an
Indemnitee
who
is
indemnified
pursuant
to Section
7.7(a)
in
defending
any
claim,
demand,
action,
suit
or
proceeding
shall,
from
time
to
time,
be
advanced
by
the
Partnership
prior
to
the
final disposition
of
such
claim,
demand,
action,
suit
or
proceeding
upon
receipt
by
the
Partnership
of
any
undertaking
by
or
on
behalf
of
the
Indemnitee
to
repay such
amount
if
it
shall
be
determined
that
the
Indemnitee
is
not
entitled
to
be
indemnified
as
authorized
in
this
Section
7.7.
(c)
The
indemnification
provided
by
this
Section
7.7
shall
be
in
addition
to
any
other
rights
to
which
an
Indemnitee
may
be
entitled
under
any agreement,
pursuant
to
any
vote
of
the
holders
of
Outstanding
Limited
Partner
Interests,
as
a
matter
of
law
or
otherwise,
both
as
to
actions
in
the Indemnitee's
capacity
as
an
Indemnitee
and
as
to
actions
in
any
other
capacity
(including
any
capacity
under
the
Underwriting
Agreement),
and
shall continue
as
to
an
Indemnitee
who
has
ceased
to
serve
in
such
capacity
and
shall
inure
to
the
benefit
of
the
heirs,
successors,
assigns
and
administrators
of the
Indemnitee.
62
(d)
The
Partnership
may
purchase
and
maintain
(or
reimburse
the
General
Partner
or
its
Affiliates
for
the
cost
of)
insurance,
on
behalf
of
the
General Partner,
its
Affiliates
and
such
other
Persons
as
the
General
Partner
shall
determine,
against
any
liability
that
may
be
asserted
against
or
expense
that
may be
incurred
by
such
Person
in
connection
with
the
Partnership's
activities
or
such
Person's
activities
on
behalf
of
the
Partnership,
regardless
of
whether
the Partnership
would
have
the
power
to
indemnify
such
Person
against
such
liability
under
the
provisions
of
this
Agreement.
(e)
For
purposes
of
this
Section
7.7,
the
Partnership
shall
be
deemed
to
have
requested
an
Indemnitee
to
serve
as
fiduciary
of
an
employee
benefit plan
whenever
the
performance
by
it
of
its
duties
to
the
Partnership
also
imposes
duties
on,
or
otherwise
involves
services
by,
it
to
the
plan
or
participants or
beneficiaries
of
the
plan;
excise
taxes
assessed
on
an
Indemnitee
with
respect
to
an
employee
benefit
plan
pursuant
to
applicable
law
shall
constitute "fines"
within
the
meaning
of
Section
7.7(a);
and
action
taken
or
omitted
by
it
with
respect
to
any
employee
benefit
plan
in
the
performance
of
its
duties
for a
purpose
reasonably
believed
by
it
to
be
in
the
interest
of
the
participants
and
beneficiaries
of
the
plan
shall
be
deemed
to
be
for
a
purpose
which
is
in,
or not
opposed
to,
the
best
interests
of
the
Partnership.
(f)
In
no
event
may
an
Indemnitee
subject
the
Limited
Partners
to
personal
liability
by
reason
of
the
indemnification
provisions
set
forth
in
this Agreement.
(g)
An
Indemnitee
shall
not
be
denied
indemnification
in
whole
or
in
part
under
this
Section
7.7
because
the
Indemnitee
had
an
interest
in
the transaction
with
respect
to
which
the
indemnification
applies
if
the
transaction
was
otherwise
permitted
by
the
terms
of
this
Agreement.
(h)
The
provisions
of
this
Section
7.7
are
for
the
benefit
of
the
Indemnitees,
their
heirs,
successors,
assigns
and
administrators
and
shall
not
be deemed
to
create
any
rights
for
the
benefit
of
any
other
Persons.
(i)
No
amendment,
modification,
or
repeal
of
this
Section
7.7
or
any
provision
hereof
shall
in
any
manner
terminate,
reduce,
or
impair
the
right
of any
past,
present
or
future
Indemnitee
to
be
indemnified
by
the
Partnership,
nor
the
obligations
of
the
Partnership
to
indemnify
any
such
Indemnitee
under and
in
accordance
with
the
provisions
of
this
Section
7.7
as
in
effect
immediately
prior
to
such
amendment,
modification,
or
repeal
with
respect
to
claims arising
from
or
relating
to
matters
occurring,
in
whole
or
in
part,
prior
to
such
amendment,
modification,
or
repeal,
regardless
of
when
such
claims
may arise
or
be
asserted.
Section
7.8
Liability
of
Indemnitees.
(a)
Notwithstanding
anything
to
the
contrary
set
forth
in
this
Agreement,
no
Indemnitee
shall
be
liable
for
monetary
damages
to
the
Partnership,
the Limited
Partners,
the
Assignees
or
any
other
Persons
who
have
acquired
interests
in
the
Partnership
Securities,
for
losses
sustained
or
liabilities
incurred
as a
result
of
any
act
or
omission
if
such
Indemnitee
acted
in
good
faith.
(b)
Subject
to
its
obligations
and
duties
as
General
Partner
set
forth
in
Section
7.1(a),
the
General
Partner
may
exercise
any
of
the
powers
granted
to it
by
this
Agreement
and
perform
any
of
the
duties
imposed
upon
it
hereunder
either
directly
or
by
or
through
its
agents,
and
the
General
Partner
shall
not be
responsible
for
any
misconduct
or
negligence
on
the
part
of
any
such
agent
appointed
by
the
General
Partner
in
good
faith.
(c)
To
the
extent
that,
at
law
or
in
equity,
an
Indemnitee
has
duties
(including
fiduciary
duties)
and
liabilities
relating
thereto
to
the
Partnership
or
to the
Partners,
the
General
Partner
and
any
other
Indemnitee
acting
in
connection
with
the
Partnership's
business
or
affairs
shall
not
be
liable
to
the Partnership
or
to
any
Partner
for
its
good
faith
reliance
on
the
provisions
of
this
Agreement.
The
provisions
of
this
Agreement,
to
the
extent
that
they restrict
or
otherwise
modify
63
the
duties
and
liabilities
of
an
Indemnitee
otherwise
existing
at
law
or
in
equity,
are
agreed
by
the
Partners
to
replace
such
other
duties
and
liabilities
of such
Indemnitee.
(d)
Any
amendment,
modification,
or
repeal
of
this
Section
7.8
or
any
provision
hereof
shall
be
prospective
only
and
shall
not
in
any
way
affect
the limitations
on
the
liability
to
the
Partnership,
the
Limited
Partners,
the
General
Partner,
and
the
Partnership's
and
General
Partner's
directors,
officers
and employees
under
this
Section
7.8
as
in
effect
immediately
prior
to
such
amendment,
modification,
or
repeal
with
respect
to
claims
arising
from
or
relating to
matters
occurring,
in
whole
or
in
part,
prior
to
such
amendment,
modification,
or
repeal,
regardless
of
when
such
claims
may
arise
or
be
asserted.
Section
7.9
Resolution
of
Conflicts
of
Interest.
(a)
Unless
otherwise
expressly
provided
in
this
Agreement,
the
Operating
Partnership
Agreement
or
the
limited
liability
company
or
partnership agreement
of
any
other
Group
Member,
whenever
a
potential
conflict
of
interest
exists
or
arises
between
the
General
Partner
or
any
of
its
Affiliates,
on
the one
hand,
and
the
Partnership,
the
Operating
Partnership,
any
other
Group
Member,
any
Partner
or
any
Assignee,
on
the
other,
any
resolution
or
course
of action
by
the
General
Partner
or
its
Affiliates
in
respect
of
such
conflict
of
interest
shall
be
permitted
and
deemed
approved
by
all
Partners,
and
shall
not constitute
a
breach
of
this
Agreement,
of
the
Operating
Partnership
Agreement,
of
any
agreement
contemplated
herein
or
therein,
or
of
any
duty
stated
or implied
by
law
or
equity,
if
the
resolution
or
course
of
action
is,
or
by
operation
of
this
Agreement
is
deemed
to
be,
fair
and
reasonable
to
the
Partnership. The
General
Partner
shall
be
authorized
but
not
required
in
connection
with
its
resolution
of
such
conflict
of
interest
to
seek
Special
Approval
of
such resolution.
Any
conflict
of
interest
and
any
resolution
of
such
conflict
of
interest
shall
be
conclusively
deemed
fair
and
reasonable
to
the
Partnership
if
such conflict
of
interest
or
resolution
is
(i)
approved
by
Special
Approval
(as
long
as
the
material
facts
known
to
the
General
Partner
or
any
of
its
Affiliates regarding
any
proposed
transaction
were
disclosed
to
the
Conflicts
Committee
at
the
time
it
gave
its
approval),
(ii)
on
terms
no
less
favorable
to
the Partnership
than
those
generally
being
provided
to
or
available
from
unrelated
third
parties
or
(iii)
fair
to
the
Partnership,
taking
into
account
the
totality
of the
relationships
between
the
parties
involved
(including
other
transactions
that
may
be
particularly
favorable
or
advantageous
to
the
Partnership).
The General
Partner
may
also
adopt
a
resolution
or
course
of
action
that
has
not
received
Special
Approval.
The
General
Partner
(including
the
Conflicts Committee
in
connection
with
Special
Approval)
shall
be
authorized
in
connection
with
its
determination
of
what
is
"fair
and
reasonable"
to
the
Partnership and
in
connection
with
its
resolution
of
any
conflict
of
interest
to
consider
(A)
the
relative
interests
of
any
party
to
such
conflict,
agreement,
transaction
or situation
and
the
benefits
and
burdens
relating
to
such
interest;
(B)
any
customary
or
accepted
industry
practices
and
any
customary
or
historical
dealings with
a
particular
Person;
(C)
any
applicable
generally
accepted
accounting
practices
or
principles;
and
(D)
such
additional
factors
as
the
General
Partner (including
the
Conflicts
Committee)
determines
in
its
sole
discretion
to
be
relevant,
reasonable
or
appropriate
under
the
circumstances.
Nothing
contained in
this
Agreement,
however,
is
intended
to
nor
shall
it
be
construed
to
require
the
General
Partner
(including
the
Conflicts
Committee)
to
consider
the interests
of
any
Person
other
than
the
Partnership.
In
the
absence
of
bad
faith
by
the
General
Partner,
the
resolution,
action
or
terms
so
made,
taken
or provided
by
the
General
Partner
with
respect
to
such
matter
shall
not
constitute
a
breach
of
this
Agreement
or
any
other
agreement
contemplated
herein
or
a breach
of
any
standard
of
care
or
duty
imposed
herein
or
therein
or,
to
the
extent
permitted
by
law,
under
the
Delaware
Act
or
any
other
law,
rule
or regulation.
(b)
Whenever
this
Agreement
or
any
other
agreement
contemplated
hereby
provides
that
the
General
Partner
or
any
of
its
Affiliates
is
permitted
or required
to
make
a
decision
(i)
in
its
"sole
discretion"
or
"discretion,"
that
it
deems
"necessary
or
appropriate"
or
"necessary
or
advisable"
or
64
under
a
grant
of
similar
authority
or
latitude,
except
as
otherwise
provided
herein,
the
General
Partner
or
such
Affiliate
shall
be
entitled
to
consider
only such
interests
and
factors
as
it
desires
and
shall
have
no
duty
or
obligation
to
give
any
consideration
to
any
interest
of,
or
factors
affecting,
the
Partnership, any
other
Group
Member,
any
Limited
Partner
or
any
Assignee,
(ii)
it
may
make
such
decision
in
its
sole
discretion
(regardless
of
whether
there
is
a reference
to
"sole
discretion"
or
"discretion")
unless
another
express
standard
is
provided
for,
or
(iii)
in
"good
faith"
or
under
another
express
standard,
the General
Partner
or
such
Affiliate
shall
act
under
such
express
standard
and
shall
not
be
subject
to
any
other
or
different
standards
imposed
by
this Agreement,
the
Operating
Partnership
Agreement,
the
limited
liability
company
or
partnership
agreement
of
any
other
Group
Member,
any
other
agreement contemplated
hereby
or
under
the
Delaware
Act
or
any
other
law,
rule,
or
regulation.
In
addition,
any
actions
taken
by
the
General
Partner
or
such
Affiliate consistent
with
the
standards
of
"reasonable
discretion"
set
forth
in
the
definition
of
Available
Cash
shall
not
constitute
a
breach
of
any
duty
of
the
General Partner
to
the
Partnership
or
the
Limited
Partners.
The
General
Partner
shall
have
no
duty,
express
or
implied,
to
sell
or
otherwise
dispose
of
any
asset
of the
Partnership
Group
other
than
in
the
ordinary
course
of
business.
No
borrowing
by
any
Group
Member
or
the
approval
thereof
by
the
General
Partner shall
be
deemed
to
constitute
a
breach
of
any
duty
of
the
General
Partner
to
the
Partnership
or
the
Limited
Partners
by
reason
of
the
fact
that
the
purpose
or effect
of
such
borrowing
is
directly
or
indirectly
to
enable
distributions
to
the
General
Partner
or
its
Affiliates
(including
in
their
capacities
as
Limited Partners)
to
exceed
the
General
Partner's
Percentage
Interest
of
the
total
amount
distributed
to
all
partners.
(c)
Whenever
a
particular
transaction,
arrangement,
or
resolution
of
a
conflict
of
interest
is
required
under
this
Agreement
to
be
"fair
and
reasonable" to
any
Person,
the
fair
and
reasonable
nature
of
such
transaction,
arrangement,
or
resolution
shall
be
considered
in
the
context
of
all
similar
or
related transactions.
(d)
The
Unitholders
hereby
authorize
the
General
Partner,
on
behalf
of
the
Partnership
as
a
partner
or
member
of
a
Group
Member,
to
approve
of actions
by
the
general
partner
or
managing
member
of
such
Group
Member
similar
to
those
actions
permitted
to
be
taken
by
the
General
Partner
pursuant
to this
Section
7.9.
Section
7.10
Other
Matters
Concerning
the
General
Partner.
(a)
The
General
Partner
may
rely
and
shall
be
protected
in
acting
or
refraining
from
acting
upon
any
resolution,
certificate,
statement,
instrument, opinion,
report,
notice,
request,
consent,
order,
bond,
debenture,
or
other
paper
or
document
believed
by
it
to
be
genuine
and
to
have
been
signed
or presented
by
the
proper
party
or
parties.
(b)
The
General
Partner
may
consult
with
legal
counsel,
accountants,
appraisers,
management
consultants,
investment
bankers,
and
other
consultants and
advisers
selected
by
it,
and
any
act
taken
or
omitted
to
be
taken
in
reliance
upon
the
opinion
(including
an
Opinion
of
Counsel)
of
such
Persons
as
to matters
that
the
General
Partner
reasonably
believes
to
be
within
such
Person's
professional
or
expert
competence
shall
be
conclusively
presumed
to
have been
done
or
omitted
in
good
faith
and
in
accordance
with
such
opinion.
(c)
The
General
Partner
shall
have
the
right,
in
respect
of
any
of
its
powers
or
obligations
hereunder,
to
act
through
any
of
its
duly
authorized officers,
a
duly
appointed
attorney
or
attorneys-in-fact
or
the
duly
authorized
officers
of
the
Partnership.
(d)
Any
standard
of
care
and
duty
imposed
by
this
Agreement
or
under
the
Delaware
Act
or
any
applicable
law,
rule,
or
regulation
shall
be
modified, waived
or
limited,
to
the
extent
permitted
by
law,
as
required
to
permit
the
General
Partner
to
act
under
this
Agreement
or
any
other
agreement contemplated
by
this
Agreement
and
to
make
any
decision
pursuant
to
the
authority
65
prescribed
in
this
Agreement,
so
long
as
such
action
is
reasonably
believed
by
the
General
Partner
to
be
in,
or
not
inconsistent
with,
the
best
interests
of
the Partnership.
Section
7.11
Purchase
or
Sale
of
Partnership
Securities
The
General
Partner
may
cause
the
Partnership
to
purchase
or
otherwise
acquire
Partnership
Securities.
As
long
as
Partnership
Securities
are
held
by
any Group
Member,
such
Partnership
Securities
shall
not
be
considered
Outstanding
for
any
purpose,
except
as
otherwise
provided
herein.
The
General
Partner
or
any Affiliate
of
the
General
Partner
may
also
purchase
or
otherwise
acquire
and
sell
or
otherwise
dispose
of
Partnership
Securities
for
its
own
account,
subject
to
the provisions
of
Articles
IV
and
X.
Section
7.12
[Reserved].
Section
7.13
Reliance
by
Third
Parties.
Notwithstanding
anything
to
the
contrary
in
this
Agreement,
any
Person
dealing
with
the
Partnership
shall
be
entitled
to
assume
that
the
General
Partner
and any
officer
of
the
General
Partner
authorized
by
the
General
Partner
to
act
on
behalf
of
and
in
the
name
of
the
Partnership
has
full
power
and
authority
to encumber,
sell
or
otherwise
use
in
any
manner
any
and
all
assets
of
the
Partnership
and
to
enter
into
any
authorized
contracts
on
behalf
of
the
Partnership,
and
such Person
shall
be
entitled
to
deal
with
the
General
Partner
or
any
such
officer
as
if
it
were
the
Partnership's
sole
party
in
interest,
both
legally
and
beneficially.
Each Limited
Partner
hereby
waives
any
and
all
defenses
or
other
remedies
that
may
be
available
against
such
Person
to
contest,
negate
or
disaffirm
any
action
of
the General
Partner
or
any
such
officer
in
connection
with
any
such
dealing.
In
no
event
shall
any
Person
dealing
with
the
General
Partner
or
any
such
officer
or
its representatives
be
obligated
to
ascertain
that
the
terms
of
this
Agreement
have
been
complied
with
or
to
inquire
into
the
necessity
or
expedience
of
any
act
or action
of
the
General
Partner
or
any
such
officer
or
its
representatives.
Each
and
every
certificate,
document
or
other
instrument
executed
on
behalf
of
the Partnership
by
the
General
Partner
or
its
representatives
shall
be
conclusive
evidence
in
favor
of
any
and
every
Person
relying
thereon
or
claiming
thereunder
that (a)
at
the
time
of
the
execution
and
delivery
of
such
certificate,
document
or
instrument,
this
Agreement
was
in
full
force
and
effect,
(b)
the
Person
executing
and delivering
such
certificate,
document
or
instrument
was
duly
authorized
and
empowered
to
do
so
for
and
on
behalf
of
the
Partnership,
and
(c)
such
certificate, document
or
instrument
was
duly
executed
and
delivered
in
accordance
with
the
terms
and
provisions
of
this
Agreement
and
is
binding
upon
the
Partnership.
ARTICLE
VIII
BOOKS,
RECORDS,
ACCOUNTING,
AND
REPORTS
Section
8.1
Records
and
Accounting.
The
General
Partner
shall
keep
or
cause
to
be
kept
at
the
principal
office
of
the
Partnership
appropriate
books
and
records
with
respect
to
the
Partnership's business,
including
all
books
and
records
necessary
to
provide
to
the
Limited
Partners
any
information
required
to
be
provided
pursuant
to
Section
3.4(a).
Any books
and
records
maintained
by
or
on
behalf
of
the
Partnership
in
the
regular
course
of
its
business,
including
the
record
of
the
Record
Holders
and
Assignees
of Units
or
other
Partnership
Securities,
books
of
account
and
records
of
Partnership
proceedings,
may
be
kept
on,
or
be
in
the
form
of,
computer
disks,
hard
drives, punch
cards,
magnetic
tape,
photographs,
micrographics,
or
any
other
information
storage
device;
provided
,
that
the
books
and
records
so
maintained
are convertible
into
clearly
legible
written
form
within
a
reasonable
period
of
time.
The
books
of
the
Partnership
shall
be
maintained,
for
financial
reporting
purposes, on
an
accrual
basis
in
accordance
with
U.S.
GAAP.
66
Section
8.2
Fiscal
Year.
The
fiscal
year
of
the
Partnership
shall
be
a
fiscal
year
ending
December
31.
Section
8.3
Reports.
(a)
As
soon
as
practicable,
but
in
no
event
later
than
120
days
after
the
close
of
each
fiscal
year
of
the
Partnership,
the
General
Partner
shall
cause
to be
mailed
or
made
available
to
each
Record
Holder
of
a
Unit
as
of
a
date
selected
by
the
General
Partner
in
its
discretion,
an
annual
report
containing financial
statements
of
the
Partnership
for
such
fiscal
year
of
the
Partnership,
presented
in
accordance
with
U.S.
GAAP,
including
a
balance
sheet
and statements
of
operations,
Partnership
equity,
and
cash
flows,
such
statements
to
be
audited
by
a
firm
of
independent
public
accountants
selected
by
the General
Partner.
(b)
As
soon
as
practicable,
but
in
no
event
later
than
ninety
(90)
days
after
the
close
of
each
Quarter
except
the
last
Quarter
of
each
fiscal
year,
the General
Partner
shall
cause
to
be
mailed
or
made
available
to
each
Record
Holder
of
a
Unit,
as
of
a
date
selected
by
the
General
Partner
in
its
discretion,
a report
containing
unaudited
financial
statements
of
the
Partnership
and
such
other
information
as
may
be
required
by
applicable
law,
regulation
or
rule
of any
National
Securities
Exchange
on
which
the
Units
are
listed
for
trading,
or
as
the
General
Partner
determines
to
be
necessary
or
appropriate.
ARTICLE
IX
TAX
MATTERS
Section
9.1
Tax
Returns
and
Information.
The
Partnership
shall
timely
file
all
returns
of
the
Partnership
that
are
required
for
federal,
state
and
local
income
tax
purposes
on
a
taxable
year
ending
on December
31
or
such
other
period
as
may
be
required
by
law,
as
determined
by
the
General
Partner
in
good
faith.
The
tax
information
reasonably
required
by Record
Holders
for
federal
and
state
income
tax
reporting
purposes
with
respect
to
a
taxable
year
shall
be
furnished
to
them
within
ninety
(90)
days
of
the
close
of the
calendar
year
in
which
the
Partnership's
taxable
year
ends.
The
classification,
realization
and
recognition
of
income,
gain,
losses
and
deductions
and
other
items shall
be
on
the
accrual
method
of
accounting
for
federal
income
tax
purposes.
Section
9.2
Tax
Elections.
(a)
The
Partnership
shall
make
the
election
under
Section
754
of
the
Code
in
accordance
with
applicable
regulations
thereunder,
subject
to
the reservation
of
the
right
to
seek
to
revoke
any
such
election
upon
the
General
Partner's
determination
that
such
revocation
is
in
the
best
interests
of
the Limited
Partners.
Notwithstanding
any
other
provision
herein
contained,
for
the
purposes
of
computing
the
adjustments
under
Section
743(b)
of
the
Code, the
General
Partner
shall
be
authorized
(but
not
required)
to
adopt
a
convention
whereby
the
price
paid
by
a
transferee
of
a
Limited
Partner
Interest
will
be deemed
to
be
the
lowest
quoted
closing
price
of
the
Limited
Partner
Interests
on
any
National
Securities
Exchange
on
which
such
Limited
Partner
Interests are
traded
during
the
calendar
month
in
which
such
transfer
is
deemed
to
occur
pursuant
to
Section
6.2(g)
without
regard
to
the
actual
price
paid
by
such transferee.
(b)
The
Partnership
shall
elect
to
deduct
expenses
incurred
in
organizing
the
Partnership
ratably
over
a
sixty-month
period
as
provided
in
Section
709 of
the
Code.
(c)
Except
as
otherwise
provided
herein,
the
General
Partner
shall
determine
whether
the
Partnership
should
make
any
other
elections
permitted
by the
Code.
67
Section
9.3
Tax
Controversies.
(a)
For
taxable
years
beginning
on
or
before
December
31,
2017,
the
General
Partner
is
designated
as
the
"tax
matters
partner"
(as
defined
in Section
6231(a)(7)
of
the
Code,
prior
to
amendment
by
the
Bipartisan
Budget
Act
of
2015
(the
"
BBA
")).
For
each
taxable
year
beginning
after December
31,
2017,
the
General
Partner
shall
be
or
shall
designate
the
"partnership
representative"
(as
defined
in
Section
6223
of
the
Code,
as
amended
by the
BBA)
and
any
other
Persons
necessary
to
conduct
proceedings
under
Subchapter
C
of
Chapter
63
of
the
Code
(as
amended
by
the
BBA)
for
such
year. Any
such
designated
Person
or
Persons
shall
serve
at
the
pleasure
of,
and
act
at
the
direction
of,
the
General
Partner.
The
partnership
representative,
as directed
by
the
General
Partner,
shall
exercise
any
and
all
authority
of
the
"partnership
representative"
under
the
Code
(as
amended
by
the
BBA),
including, without
limitation,
(i)
binding
the
Partnership
and
its
Partners
with
respect
to
actions
taken
under
Subchapter
C
of
Chapter
63
of
the
Code
(as
amended
by the
BBA)
and
(ii)
determining
whether
to
make
any
available
election
under
Section
6226
of
the
Code
(as
amended
by
the
BBA).
(b)
The
General
Partner
(acting
through
the
partnership
representative
to
the
extent
permitted
by
Section
9.3(a))
is
authorized
and
required
to
act
on behalf
of
and
represent
the
Partnership
(at
the
Partnership's
expense)
in
connection
with
all
examinations
of
the
Partnership's
affairs
by
tax
authorities, including
resulting
administrative
and
judicial
proceedings,
and
the
General
Partner
is
authorized
to
expend
Partnership
funds
for
professional
services
and costs
associated
therewith.
(c)
Each
Partner
agrees
to
cooperate
with
the
General
Partner
(or
its
designee)
and
to
do
or
refrain
from
doing
any
or
all
things
reasonably
requested by
the
General
Partner
(or
its
designee)
in
its
capacity
as
the
"tax
matters
partner"
or
the
"partnership
representative,"
or
as
a
person
otherwise
authorized and
required
to
act
on
behalf
of
and
represent
the
Partnership
pursuant
to
Section
9.3(b).
(d)
Each
Partner
agrees
that
notice
of
or
updates
regarding
tax
controversies
shall
be
deemed
conclusively
to
have
been
given
or
made
by
the
General Partner
if
the
Partnership
has
either
(i)
filed
the
information
for
which
notice
is
required
with
the
Commission
via
its
Electronic
Data
Gathering,
Analysis, and
Retrieval
system
and
such
information
is
publicly
available
on
such
system
or
(ii)
made
the
information
for
which
notice
is
required
available
on
any publicly
available
website
maintained
by
the
Partnership,
whether
or
not
such
Partner
remains
a
Partner
in
the
Partnership
at
the
time
such
information
is made
publicly
available.
Notwithstanding
anything
herein
to
the
contrary,
nothing
in
this
provision
shall
obligate
the
Partnership
Representative
to
provide notice
to
the
Partners
other
than
as
required
by
the
Code.
(e)
The
General
Partner
is
authorized
to
amend
the
provisions
of
this
Agreement
as
appropriate
to
reflect
the
proposal
or
promulgation
of
Treasury Regulations
implementing
or
interpreting
the
partnership
audit,
assessment,
and
collection
rules
adopted
by
the
BBA,
including
any
amendments
to
those rules.
Section
9.4
Withholding.
(a)
If
taxes
and
related
interest,
penalties,
or
additions
to
tax
are
paid
by
the
Partnership
on
behalf
of
all
or
less
than
all
the
Partners
or
former
Partners (including,
without
limitation,
any
payment
by
the
Partnership
of
an
imputed
underpayment
under
Section
6225
of
the
Code
(as
amended
by
the
BBA)
(an "
Imputed
Underpayment
")),
the
General
Partner
may
treat
such
payment
as
a
distribution
of
cash
to
such
Partners,
treat
such
payment
as
a
general
expense of
the
Partnership,
or,
in
the
case
of
an
Imputed
Underpayment,
require
that
persons
who
were
Partners
of
the
Partnership
in
the
taxable
year
to
which
the payment
relates
(including
former
Partners)
indemnify
the
Partnership
upon
request
for
their
allocable
share
of
that
payment,
in
each
case
as
68
determined
appropriate
under
the
circumstances
by
the
General
Partner.
The
amount
of
any
such
indemnification
obligation
of,
or
deemed
distribution
of cash
to,
a
Partner
or
former
Partner
in
respect
of
an
Imputed
Underpayment
shall
be
reduced
to
the
extent
that
the
Partnership
receives
a
reduction
in
the amount
of
the
Imputed
Underpayment
which,
in
the
determination
of
the
General
Partner,
is
attributable
to
actions
taken
by,
the
tax
status
or
attributes
of, or
tax
information
provided
by
or
attributable
to,
such
Partner
or
former
Partner
pursuant
to
or
described
in
Section
6225(c)
of
the
Code
(as
amended
by
the BBA).
(b)
The
General
Partner
is
authorized
to
take
any
action
that
it
determines
in
its
discretion
to
be
necessary
or
appropriate
to
cause
the
Partnership
and other
Group
Members
to
comply
with
any
withholding
requirements
established
under
the
Code
or
any
other
federal,
state
or
local
law
including,
without limitation,
pursuant
to
Sections
1441,
1442,
1445,
and
1446
of
the
Code.
To
the
extent
that
the
Partnership
is
required
or
elects
to
withhold
and
pay
over
to any
taxing
authority
any
amount
resulting
from
the
allocation
or
distribution
of
income
to
any
Partner
or
Assignee
(including,
without
limitation,
by
reason of
Section
1446
of
the
Code),
the
amount
withheld
may
at
the
discretion
of
the
General
Partner
be
treated
by
the
Partnership
as
a
distribution
of
cash pursuant
to
the
then
applicable
provision
of
this
Agreement
in
the
amount
of
such
withholding
from
such
Partner.
ARTICLE
X
ADMISSION
OF
PARTNERS
Section
10.1
Admission
of
Substituted
Limited
Partner.
By
transfer
of
a
Limited
Partner
Interest
in
accordance
with
Article
IV,
the
transferor
shall
be
deemed
to
have
given
the
transferee
the
right
to
seek
admission as
a
Substituted
Limited
Partner
subject
to
the
conditions
of,
and
in
the
manner
permitted
under,
this
Agreement.
A
transferor
of
a
Certificate
representing
a Limited
Partner
Interest
or
of
uncertificated
Limited
Partner
Interests
shall,
however,
only
have
the
authority
to
convey
to
a
purchaser
or
other
transferee
who
does not
execute
and
deliver
a
Transfer
Application
(a)
the
right
to
negotiate
such
Certificate
or
uncertificated
Limited
Partner
Interests
to
a
purchaser
or
other transferee
and
(b)
the
right
to
transfer
the
right
to
request
admission
as
a
Substituted
Limited
Partner
to
such
purchaser
or
other
transferee
in
respect
of
the transferred
Limited
Partner
Interests.
Each
transferee
of
a
Limited
Partner
Interest
(including
any
nominee
holder
or
an
agent
acquiring
such
Limited
Partner Interest
for
the
account
of
another
Person)
who
executes
and
delivers
a
Transfer
Application
shall,
by
virtue
of
such
execution
and
delivery,
be
an
Assignee
and
be deemed
to
have
applied
to
become
a
Substituted
Limited
Partner
with
respect
to
the
Limited
Partner
Interests
so
transferred
to
such
Person.
Such
Assignee
shall become
a
Substituted
Limited
Partner
(x)
at
such
time
as
the
General
Partner
consents
thereto,
which
consent
may
be
given
or
withheld
in
the
General
Partner's discretion,
and
(y)
when
any
such
admission
is
shown
on
the
books
and
records
of
the
Partnership.
If
such
consent
is
withheld,
such
transferee
shall
be
an Assignee.
An
Assignee
shall
have
an
interest
in
the
Partnership
equivalent
to
that
of
a
Limited
Partner
with
respect
to
allocations
and
distributions,
including liquidating
distributions,
of
the
Partnership.
With
respect
to
voting
rights
attributable
to
Limited
Partner
Interests
that
are
held
by
Assignees,
the
General
Partner shall
be
deemed
to
be
the
Limited
Partner
with
respect
thereto
and
shall,
in
exercising
the
voting
rights
in
respect
of
such
Limited
Partner
Interests
on
any
matter, vote
such
Limited
Partner
Interests
at
the
written
direction
of
the
Assignee
who
is
the
Record
Holder
of
such
Limited
Partner
Interests.
If
no
such
written
direction is
received,
such
Limited
Partner
Interests
will
not
be
voted.
An
Assignee
shall
have
no
other
rights
of
a
Limited
Partner.
69
Section
10.2
Admission
of
Successor
General
Partner.
A
successor
General
Partner
approved
pursuant
to
Section
11.1
or
11.2
or
the
transferee
of
or
successor
to
all
of
the
General
Partner
Interest
pursuant
to Section
4.6
who
is
proposed
to
be
admitted
as
a
successor
General
Partner
shall
be
admitted
to
the
Partnership
as
the
General
Partner,
effective
immediately
prior to
the
withdrawal
or
removal
of
the
predecessor
or
transferring
General
Partner,
pursuant
to
Section
11.1
or
11.2
or
the
transfer
of
the
General
Partner
Interest pursuant
to
Section
4.6;
provided,
however
,
that
no
such
successor
shall
be
admitted
to
the
Partnership
until
compliance
with
the
terms
of
Section
4.6
has
occurred and
such
successor
has
executed
and
delivered
such
other
documents
or
instruments
as
may
be
required
to
effect
such
admission.
Any
such
successor
shall,
subject to
the
terms
hereof,
carry
on
the
business
of
the
members
of
the
Partnership
Group
without
dissolution.
Section
10.3
Admission
of
Additional
Limited
Partners.
(a)
A
Person
(other
than
the
General
Partner,
an
Initial
Limited
Partner
or
a
Substituted
Limited
Partner)
who
makes
a
Capital
Contribution
to
the Partnership
in
accordance
with
this
Agreement
shall
be
admitted
to
the
Partnership
as
an
Additional
Limited
Partner
only
upon
furnishing
to
the
General Partner
(i)
evidence
of
acceptance
in
form
satisfactory
to
the
General
Partner
of
all
of
the
terms
and
conditions
of
this
Agreement,
including
the power
of
attorney
granted
in
Section
2.6,
and
(ii)
such
other
documents
or
instruments
as
may
be
required
in
the
discretion
of
the
General
Partner
to
effect
such
Person's
admission
as
an Additional
Limited
Partner.
(b)
Notwithstanding
anything
to
the
contrary
in
this
Section
10.3,
no
Person
shall
be
admitted
as
an
Additional
Limited
Partner
without
the
consent
of the
General
Partner,
which
consent
may
be
given
or
withheld
in
the
General
Partner's
discretion.
The
admission
of
any
Person
as
an
Additional
Limited Partner
shall
become
effective
on
the
date
upon
which
the
name
of
such
Person
is
recorded
as
such
in
the
books
and
records
of
the
Partnership,
following the
consent
of
the
General
Partner
to
such
admission.
Section
10.4
Amendment
of
Agreement
and
Certificate
of
Limited
Partnership.
To
effect
the
admission
to
the
Partnership
of
any
Partner,
the
General
Partner
shall
take
all
steps
necessary
and
appropriate
under
the
Delaware
Act
to
amend the
records
of
the
Partnership
to
reflect
such
admission
and,
if
necessary,
to
prepare
as
soon
as
practicable
an
amendment
to
this
Agreement
and,
if
required
by
law, the
General
Partner
shall
prepare
and
file
an
amendment
to
the
Certificate
of
Limited
Partnership,
and
the
General
Partner
may
for
this
purpose,
among
others, exercise
the
power
of
attorney
granted
pursuant
to
Section
2.6.
ARTICLE
XI
WITHDRAWAL
OR
REMOVAL
OF
PARTNERS
Section
11.1
Withdrawal
of
the
General
Partner.
(a)
The
General
Partner
shall
be
deemed
to
have
withdrawn
from
the
Partnership
upon
the
occurrence
of
any
one
of
the
following
events
(each
such event
herein
referred
to
as
an
"
Event
of
Withdrawal
");
(i)
The
General
Partner
voluntarily
withdraws
from
the
Partnership
by
giving
written
notice
to
the
other
Partners;
(ii)
The
General
Partner
transfers
all
of
its
rights
as
General
Partner
pursuant
to
Section
4.6;
(iii)
The
General
Partner
is
removed
pursuant
to
Section
11.2;
70
(iv)
The
General
Partner
(A)
makes
a
general
assignment
for
the
benefit
of
creditors;
(B)
files
a
voluntary
bankruptcy
petition
for
relief
under Chapter
7
of
the
United
States
Bankruptcy
Code;
(C)
files
a
petition
or
answer
seeking
for
itself
a
liquidation,
dissolution
or
similar
relief
(but
not
a reorganization)
under
any
law;
(D)
files
an
answer
or
other
pleading
admitting
or
failing
to
contest
the
material
allegations
of
a
petition
filed
against the
General
Partner
in
a
proceeding
of
the
type
described
in
clauses
(A)-(C)
of
this
Section
11.1(a)(iv);
or
(E)
seeks,
consents
to
or
acquiesces
in
the appointment
of
a
trustee
(but
not
a
debtor-in-possession),
receiver
or
liquidator
of
the
General
Partner
or
of
all
or
any
substantial
part
of
its properties;
(v)
A
final
and
non-appealable
order
of
relief
under
Chapter
7
of
the
United
States
Bankruptcy
Code
is
entered
by
a
court
with
appropriate jurisdiction
pursuant
to
a
voluntary
or
involuntary
petition
by
or
against
the
General
Partner;
or
(vi)
(A)
in
the
event
the
General
Partner
is
a
corporation,
a
certificate
of
dissolution
or
its
equivalent
is
filed
for
the
General
Partner,
or
ninety (90)
days
expire
after
the
date
of
notice
to
the
General
Partner
of
revocation
of
its
charter
without
a
reinstatement
of
its
charter,
under
the
laws
of
its state
of
incorporation;
(B)
in
the
event
the
General
Partner
is
a
partnership
or
a
limited
liability
company,
the
dissolution
and
commencement
of winding
up
of
the
General
Partner;
(C)
in
the
event
the
General
Partner
is
acting
in
such
capacity
by
virtue
of
being
a
trustee
of
a
trust,
the termination
of
the
trust;
(D)
in
the
event
the
General
Partner
is
a
natural
person,
his
death
or
adjudication
of
incompetency;
and
(E)
otherwise
in
the event
of
the
termination
of
the
General
Partner.
If
an
Event
of
Withdrawal
specified
in
Section
11.1(a)(iv),
(v)
or
(vi)(A),
(B),
(C),
or
(E)
occurs,
the
withdrawing
General
Partner
shall
give
notice
to
the Limited
Partners
within
thirty
(30)
days
after
such
occurrence.
The
Partners
hereby
agree
that
only
the
Events
of
Withdrawal
described
in
this
Section
11.1 shall
result
in
the
withdrawal
of
the
General
Partner
from
the
Partnership.
(b)
Withdrawal
of
the
General
Partner
from
the
Partnership
upon
the
occurrence
of
an
Event
of
Withdrawal
shall
not
constitute
a
breach
of
this Agreement
under
the
following
circumstances:
(i)
the
General
Partner
voluntarily
withdraws
by
giving
at
least
90
days'
advance
notice
to
the
Unitholders, such
withdrawal
to
take
effect
on
the
date
specified
in
such
notice;
(ii)
at
any
time
that
the
General
Partner
ceases
to
be
the
General
Partner
pursuant
to Section
11.1(a)(ii)
or
is
removed
pursuant
to
Section
11.2;
or
(iii)
notwithstanding
clause
(i)
of
this
sentence,
at
any
time
that
the
General
Partner voluntarily
withdraws
by
giving
at
least
90
days'
advance
notice
of
its
intention
to
withdraw
to
the
Limited
Partners,
such
withdrawal
to
take
effect
on
the date
specified
in
the
notice,
if
at
the
time
such
notice
is
given
one
Person
and
its
Affiliates
(other
than
the
General
Partner
and
its
Affiliates)
own beneficially
or
of
record
or
control
at
least
50%
of
the
Outstanding
Units.
The
withdrawal
of
the
General
Partner
from
the
Partnership
upon
the
occurrence of
an
Event
of
Withdrawal
shall
also
constitute
the
withdrawal
of
the
General
Partner
as
general
partner
or
managing
member,
to
the
extent
applicable,
of the
other
Group
Members.
If
the
General
Partner
gives
a
notice
of
withdrawal
pursuant
to
Section
11.1(a)(i),
the
holders
of
a
Unit
Majority,
may,
prior
to the
effective
date
of
such
withdrawal,
elect
a
successor
General
Partner.
The
Person
so
elected
as
successor
General
Partner
shall
automatically
become
the successor
general
partner
or
managing
member,
to
the
extent
applicable,
of
the
other
Group
Members
of
which
the
General
Partner
is
a
general
partner
or
a managing
member.
If,
prior
to
the
effective
date
of
the
General
Partner's
withdrawal,
a
successor
is
not
selected
by
the
Unitholders
as
provided
herein
or the
Partnership
does
not
receive
an
Opinion
of
Counsel
("
Withdrawal
Opinion
of
Counsel
")
that
such
withdrawal
(following
the
selection
of
the
successor General
Partner)
would
not
result
in
the
loss
of
the
limited
liability
of
any
Limited
Partner
or
any
Group
Member
or
cause
any
Group
Member
to
be
treated as
an
association
taxable
as
a
corporation
or
otherwise
to
be
taxed
as
an
entity
for
federal
income
tax
purposes
(to
the
extent
71
not
previously
treated
as
such),
the
Partnership
shall
be
dissolved
in
accordance
with
Section
12.1.
Any
successor
General
Partner
elected
in
accordance with
the
terms
of
this
Section
11.1
shall
be
subject
to
the
provisions
of
Section
10.2.
Section
11.2
Removal
of
the
General
Partner.
The
General
Partner
may
be
removed
if
such
removal
is
approved
by
the
Unitholders
holding
at
least
66
2
/
3
%
of
the
Outstanding
Units
(including
Units
held by
the
General
Partner
and
its
Affiliates).
Any
such
action
by
such
holders
for
removal
of
the
General
Partner
must
also
provide
for
the
election
of
a
successor General
Partner
by
the
Unitholders
holding
a
majority
of
the
outstanding
Common
Units
voting
as
a
class
(including
Units
held
by
the
General
Partner
and
its Affiliates).
Such
removal
shall
be
effective
immediately
following
the
admission
of
a
successor
General
Partner
pursuant
to
Section
10.2.
The
removal
of
the General
Partner
shall
also
automatically
constitute
the
removal
of
the
General
Partner
as
general
partner
or
managing
member,
to
the
extent
applicable,
of
the
other Group
Members
of
which
the
General
Partner
is
a
general
partner
or
a
managing
member.
If
a
Person
is
elected
as
a
successor
General
Partner
in
accordance
with the
terms
of
this
Section
11.2,
such
Person
shall,
upon
admission
pursuant
to
Section
10.2,
automatically
become
a
successor
general
partner
or
managing
member, to
the
extent
applicable,
of
the
other
Group
Members
of
which
the
General
Partner
is
a
general
partner
or
a
managing
member.
The
right
of
the
holders
of Outstanding
Units
to
remove
the
General
Partner
shall
not
exist
or
be
exercised
unless
the
Partnership
has
received
an
opinion
opining
as
to
the
matters
covered
by a
Withdrawal
Opinion
of
Counsel.
Any
successor
General
Partner
elected
in
accordance
with
the
terms
of
this
Section
11.2
shall
be
subject
to
the
provisions
of Section
10.2.
Section
11.3
Interest
of
Departing
Partner
and
Successor
General
Partner.
(a)
In
the
event
of
(i)
withdrawal
of
the
General
Partner
under
circumstances
where
such
withdrawal
does
not
violate
this
Agreement
or
(ii)
removal of
the
General
Partner
by
the
holders
of
Outstanding
Units
under
circumstances
where
Cause
does
not
exist,
if
the
successor
General
Partner
is
elected
in accordance
with
the
terms
of
Section
11.1
or
11.2,
the
Departing
Partner
shall
have
the
option,
exercisable
prior
to
the
effective
date
of
the
departure
of such
Departing
Partner,
to
require
its
successor
to
purchase
its
General
Partner
Interest
and
its
general
partner
interest
(or
equivalent
interest),
if
any,
in
the other
Group
Members
(collectively,
the
"
Combined
Interest
")
in
exchange
for
an
amount
in
cash
equal
to
the
fair
market
value
of
such
Combined
Interest, such
amount
to
be
determined
and
payable
as
of
the
effective
date
of
its
departure.
If
the
General
Partner
is
removed
by
the
Unitholders
under circumstances
where
Cause
exists
or
if
the
General
Partner
withdraws
under
circumstances
where
such
withdrawal
violates
this
Agreement,
and
if
a successor
General
Partner
is
elected
in
accordance
with
the
terms
of
Section
11.1
or
11.2,
such
successor
shall
have
the
option,
exercisable
prior
to
the effective
date
of
the
departure
of
such
Departing
Partner,
to
purchase
the
Combined
Interest
for
such
fair
market
value
of
such
Combined
Interest
of
the Departing
Partner.
In
either
event,
the
Departing
Partner
shall
be
entitled
to
receive
all
reimbursements
due
such
Departing
Partner
pursuant
to
Section
7.4, including
any
employee-related
liabilities
(including
severance
liabilities),
incurred
in
connection
with
the
termination
of
any
employees
employed
by
the Departing
Partner
for
the
benefit
of
the
Partnership
or
the
other
Group
Members.
For
purposes
of
this
Section
11.3(a),
the
fair
market
value
of
the
Departing
Partner's
Combined
Interest
shall
be
determined
by
agreement
between
the Departing
Partner
and
its
successor
or,
failing
agreement
within
thirty
(30)
days
after
the
effective
date
of
such
Departing
Partner's
departure,
by
an independent
investment
banking
firm
or
other
independent
expert
selected
by
the
Departing
Partner
and
its
successor,
which,
in
turn,
may
rely
on
other experts,
and
the
determination
of
which
shall
be
conclusive
as
to
such
matter.
If
such
parties
cannot
agree
upon
one
independent
investment
banking
firm or
other
independent
expert
within
forty-five
(45)
days
72
after
the
effective
date
of
such
departure,
then
the
Departing
Partner
shall
designate
an
independent
investment
banking
firm
or
other
independent
expert, the
Departing
Partner's
successor
shall
designate
an
independent
investment
banking
firm
or
other
independent
expert,
and
such
firms
or
experts
shall mutually
select
a
third
independent
investment
banking
firm
or
independent
expert,
which
third
independent
investment
banking
firm
or
other
independent expert
shall
determine
the
fair
market
value
of
the
Combined
Interest
of
the
Departing
Partner.
In
making
its
determination,
such
third
independent investment
banking
firm
or
other
independent
expert
may
consider
the
then
current
trading
price
of
Units
on
any
National
Securities
Exchange
on
which Units
are
then
listed,
the
value
of
the
Partnership's
assets,
the
rights
and
obligations
of
the
Departing
Partner
and
other
factors
it
may
deem
relevant.
(b)
If
the
Combined
Interest
is
not
purchased
in
the
manner
set
forth
in
Section
11.3(a),
the
Departing
Partner
(or
its
transferee)
shall
become
a Limited
Partner
and
its
Combined
Interest
shall
be
converted
into
Common
Units
pursuant
to
a
valuation
made
by
an
investment
banking
firm
or
other independent
expert
selected
pursuant
to
Section
11.3(a),
without
reduction
in
such
Partnership
Interest
(but
subject
to
proportionate
dilution
by
reason
of the
admission
of
its
successor).
Any
successor
General
Partner
shall
indemnify
the
Departing
Partner
(or
its
transferee)
as
to
all
debts
and
liabilities
of
the Partnership
arising
on
or
after
the
date
on
which
the
Departing
Partner
(or
its
transferee)
becomes
a
Limited
Partner.
For
purposes
of
this
Agreement, conversion
of
the
Combined
Interest
of
the
Departing
Partner
to
Common
Units
will
be
characterized
as
if
the
Departing
Partner
(or
its
transferee) contributed
its
Combined
Interest
to
the
Partnership
in
exchange
for
the
newly
issued
Common
Units.
(c)
If
a
successor
General
Partner
is
elected
in
accordance
with
the
terms
of
Section
11.1
or
11.2
and
the
option
described
in
Section
11.3(a)
is
not exercised
by
the
party
entitled
to
do
so,
the
successor
General
Partner
shall,
at
the
effective
date
of
its
admission
to
the
Partnership,
contribute
to
the Partnership
cash
in
the
amount
equal
to
the
product
of
(x)
the
quotient
obtained
by
dividing
(A)
the
Percentage
Interest
of
the
General
Partner
Interest
of the
Departing
Partner
by
(B)
a
percentage
equal
to
100%
less
the
Percentage
Interest
of
the
General
Partner
Interest
of
the
Departing
Partner
and
(y)
the
Net Agreed
Value
of
the
Partnership's
assets
on
such
date.
In
such
event,
such
successor
General
Partner
shall,
subject
to
the
following
sentence,
be
entitled
to its
Percentage
Interest
of
all
Partnership
allocations
and
distributions
to
which
the
Departing
Partner
was
entitled.
In
addition,
the
successor
General
Partner shall
cause
this
Agreement
to
be
amended
to
reflect
that,
from
and
after
the
date
of
such
successor
General
Partner's
admission,
the
successor
General Partner's
interest
in
all
Partnership
distributions
and
allocations
shall
be
its
Percentage
Interest.
Section
11.4
Withdrawal
of
Limited
Partners.
No
Limited
Partner
shall
have
any
right
to
withdraw
from
the
Partnership;
provided,
however
,
that
when
a
transferee
of
a
Limited
Partner's
Limited
Partner Interest
becomes
a
Record
Holder
of
the
Limited
Partner
Interest
so
transferred,
such
transferring
Limited
Partner
shall
cease
to
be
a
Limited
Partner
with
respect to
the
Limited
Partner
Interest
so
transferred.
ARTICLE
XII
DISSOLUTION
AND
LIQUIDATION
Section
12.1
Dissolution.
The
Partnership
shall
not
be
dissolved
by
the
admission
of
Substituted
Limited
Partners
or
Additional
Limited
Partners
or
by
the
admission
of
a
successor General
Partner
in
accordance
with
the
terms
of
this
Agreement.
Upon
the
removal
or
withdrawal
of
the
General
Partner,
if
a
successor
General
Partner
is
elected pursuant
to
Section
11.1
or
11.2,
the
Partnership
shall
not
be
dissolved
and
73
such
successor
General
Partner
shall
continue
the
business
of
the
Partnership.
The
Partnership
shall
dissolve,
and
(subject
to
Section
12.2)
its
affairs
shall
be wound
up,
upon:
(a)
an
Event
of
Withdrawal
of
the
General
Partner
as
provided
in
Section
11.1(a)
(other
than
Section
11.1(a)(ii)),
unless
a
successor
is
elected
and
an Opinion
of
Counsel
is
received
as
provided
in
Section
11.1(b)
or
11.2
and
such
successor
is
admitted
to
the
Partnership
pursuant
to
Section
10.2;
(b)
an
election
to
dissolve
the
Partnership
by
the
General
Partner
that
is
approved
by
the
holders
of
a
Unit
Majority
and,
so
long
as
the
ENLC
Class
C Common
Units
are
outstanding,
an
ENLC
Unit
Majority;
(c)
the
entry
of
a
decree
of
judicial
dissolution
of
the
Partnership
pursuant
to
the
provisions
of
the
Delaware
Act;
or
(d)
the
sale
of
all
or
substantially
all
of
the
assets
and
properties
of
the
Partnership
Group.
Section
12.2
Continuation
of
the
Business
of
the
Partnership
After
Dissolution.
Upon
(a)
dissolution
of
the
Partnership
following
an
Event
of
Withdrawal
caused
by
the
withdrawal
or
removal
of
the
General
Partner
as
provided
in Section
11.1(a)(i)
or
(iii)
and
the
failure
of
the
Partners
to
select
a
successor
to
such
Departing
Partner
pursuant
to
Section
11.1
or
11.2,
then
within
ninety (90)
days
thereafter,
or
(b)
dissolution
of
the
Partnership
upon
an
event
constituting
an
Event
of
Withdrawal
as
defined
in
Section
11.1(a)(iv),
(v)
or
(vi),
then,
to the
maximum
extent
permitted
by
law,
within
180
days
thereafter,
the
holders
of
a
Unit
Majority
may
elect
to
reconstitute
the
Partnership
and
continue
its
business on
the
same
terms
and
conditions
set
forth
in
this
Agreement
by
forming
a
new
limited
partnership
on
terms
identical
to
those
set
forth
in
this
Agreement
and having
as
the
successor
General
partner
a
Person
approved
by
the
holders
of
a
Unit
Majority.
Unless
such
an
election
is
made
within
the
applicable
time
period
as set
forth
above,
the
Partnership
shall
conduct
only
activities
necessary
to
wind
up
its
affairs.
If
such
an
election
is
so
made,
then:
(i)
the
reconstituted
Partnership
shall
continue
unless
earlier
dissolved
in
accordance
with
this
Article
XII;
(ii)
if
the
successor
General
Partner
is
not
the
former
General
Partner,
then
the
interest
of
the
former
General
Partner
shall
be
treated
in
the
manner provided
in
Section
11.3;
and
(iii)
all
necessary
steps
shall
be
taken
to
cancel
this
Agreement
and
the
Certificate
of
Limited
Partnership
and
to
enter
into
and,
as
necessary,
to
file
a new
partnership
agreement
and
certificate
of
limited
partnership,
and
the
successor
General
Partner
may
for
this
purpose
exercise
the
powers
of
attorney granted
the
General
Partner
pursuant
to
Section
2.6;
provided,
that
the
right
of
the
holders
of
a
Unit
Majority
to
approve
a
successor
General
Partner
and
to reconstitute
and
to
continue
the
business
of
the
Partnership
shall
not
exist
and
may
not
be
exercised
unless
the
Partnership
has
received
an
Opinion
of Counsel
that
(x)
the
exercise
of
the
right
would
not
result
in
the
loss
of
limited
liability
of
any
Limited
Partner
and
(y)
neither
the
Partnership,
the reconstituted
limited
partnership
nor
the
Operating
Partnership
or
any
other
Group
Member
would
be
treated
as
an
association
taxable
as
a
corporation
or otherwise
be
taxable
as
an
entity
for
federal
income
tax
purposes
upon
the
exercise
of
such
right
to
continue.
Section
12.3
Liquidator.
Upon
dissolution
of
the
Partnership,
unless
the
Partnership
is
continued
under
an
election
to
reconstitute
and
continue
the
Partnership
pursuant
to Section
12.2,
the
General
Partner
shall
select
one
or
more
Persons
to
act
as
Liquidator.
The
Liquidator
(if
other
than
the
General
Partner)
shall
be
entitled
to
receive such
compensation
for
its
services
as
may
be
approved
by
holders
of
at
least
a
majority
of
the
Outstanding
Common
Units
voting
as
a
single
class.
The
Liquidator (if
other
than
the
74
General
Partner)
shall
agree
not
to
resign
at
any
time
without
fifteen
(15)
days'
prior
notice
and
may
be
removed
at
any
time,
with
or
without
cause,
by
notice
of removal
approved
by
holders
of
at
least
a
majority
of
the
Outstanding
Common
Units
voting
as
a
single
class.
Upon
dissolution,
removal
or
resignation
of
the Liquidator,
a
successor
and
substitute
Liquidator
(who
shall
have
and
succeed
to
all
rights,
powers,
and
duties
of
the
original
Liquidator)
shall
within
thirty (30)
days
thereafter
be
approved
by
holders
of
at
least
a
majority
of
the
Outstanding
Common
Units
voting
as
a
single
class.
The
right
to
approve
a
successor
or substitute
Liquidator
in
the
manner
provided
herein
shall
be
deemed
to
refer
also
to
any
such
successor
or
substitute
Liquidator
approved
in
the
manner
herein provided.
Except
as
expressly
provided
in
this
Article
XII,
the
Liquidator
approved
in
the
manner
provided
herein
shall
have
and
may
exercise,
without
further authorization
or
consent
of
any
of
the
parties
hereto,
all
of
the
powers
conferred
upon
the
General
Partner
under
the
terms
of
this
Agreement
(but
subject
to
all
of the
applicable
limitations,
contractual
and
otherwise,
upon
the
exercise
of
such
powers,
other
than
the
limitation
on
sale
set
forth
in
Section
7.3(b))
to
the
extent necessary
or
desirable
in
the
good
faith
judgment
of
the
Liquidator
to
carry
out
the
duties
and
functions
of
the
Liquidator
hereunder
for
and
during
such
period
of time
as
shall
be
reasonably
required
in
the
good
faith
judgment
of
the
Liquidator
to
complete
the
winding
up
and
liquidation
of
the
Partnership
as
provided
for herein.
Section
12.4
Liquidation.
The
Liquidator
shall
proceed
to
dispose
of
the
assets
of
the
Partnership,
discharge
its
liabilities,
and
otherwise
wind
up
its
affairs
in
such
manner
and
over such
period
as
the
Liquidator
determines
to
be
in
the
best
interest
of
the
Partners,
subject
to
Section
17-804
of
the
Delaware
Act
and
the
following:
(a)
The
assets
may
be
disposed
of
by
public
or
private
sale
or
by
distribution
in
kind
to
one
or
more
Partners
on
such
terms
as
the
Liquidator
and
such Partner
or
Partners
may
agree.
If
any
property
is
distributed
in
kind,
the
Partner
receiving
the
property
shall
be
deemed
for
purposes
of
Section
12.4(c)
to have
received
cash
equal
to
its
fair
market
value;
and
contemporaneously
therewith,
appropriate
cash
distributions
must
be
made
to
the
other
Partners.
The Liquidator
may,
in
its
absolute
discretion,
defer
liquidation
or
distribution
of
the
Partnership's
assets
for
a
reasonable
time
if
it
determines
that
an
immediate sale
or
distribution
of
all
or
some
of
the
Partnership's
assets
would
be
impractical
or
would
cause
undue
loss
to
the
Partners.
The
Liquidator
may,
in
its absolute
discretion,
distribute
the
Partnership's
assets,
in
whole
or
in
part,
in
kind
if
it
determines
that
a
sale
would
be
impractical
or
would
cause
undue loss
to
the
Partners.
(b)
Liabilities
of
the
Partnership
include
amounts
owed
to
the
Liquidator
as
compensation
for
serving
in
such
capacity
(subject
to
the
terms
of Section
12.3)
and
amounts
to
Partners
otherwise
than
in
respect
of
their
distribution
rights
under
Article
VI.
With
respect
to
any
liability
that
is
contingent, conditional
or
unmatured
or
is
otherwise
not
yet
due
and
payable,
the
Liquidator
shall
either
settle
such
claim
for
such
amount
as
it
thinks
appropriate
or establish
a
reserve
of
cash
or
other
assets
to
provide
for
its
payment.
When
paid,
any
unused
portion
of
the
reserve
shall
be
distributed
as
additional liquidation
proceeds.
(c)
All
property
and
all
cash
in
excess
of
that
required
to
discharge
liabilities
as
provided
in
Section
12.4(b)
and
that
required
to
satisfy
liquidation preferences
of
the
Series
B
Preferred
Units
provided
for
under
Section
5.10(b)(iv)
and
the
Series
C
Liquidation
Preference
provided
for
under Section
5.11(b)(v)
shall
be
distributed
to
the
Partners
in
accordance
with,
and
to
the
extent
of,
the
positive
balances
in
their
respective
Capital
Accounts,
as determined
after
taking
into
account
all
Capital
Account
adjustments
(other
than
those
made
by
reason
of
distributions
pursuant
to
this
Section
12.4(c))
for the
taxable
year
of
the
Partnership
during
which
the
liquidation
of
the
Partnership
occurs
(with
such
date
of
occurrence
being
determined
pursuant
to Treasury
Regulation
Section
1.704-1(b)(2)(ii)(g)),
and
such
distribution
shall
be
made
by
the
end
of
such
taxable
year
(or,
if
later,
within
ninety
(90)
days after
said
date
of
such
occurrence).
75
Section
12.5
Cancellation
of
Certificate
of
Limited
Partnership.
Upon
the
completion
of
the
distribution
of
Partnership
cash
and
property
as
provided
in
Section
12.4
in
connection
with
the
liquidation
of
the
Partnership,
the Partnership
shall
be
terminated
and
the
Certificate
of
Limited
Partnership
and
all
qualifications
of
the
Partnership
as
a
foreign
limited
partnership
in
jurisdictions other
than
the
State
of
Delaware
shall
be
canceled
and
such
other
actions
as
may
be
necessary
to
terminate
the
Partnership
shall
be
taken.
Section
12.6
Return
of
Contributions.
The
General
Partner
shall
not
be
personally
liable
for,
and
shall
have
no
obligation
to
contribute
or
loan
any
monies
or
property
to
the
Partnership
to
enable
it to
effectuate,
the
return
of
the
Capital
Contributions
of
the
Limited
Partners
or
Unitholders,
or
any
portion
thereof,
it
being
expressly
understood
that
any
such return
shall
be
made
solely
from
Partnership
assets.
Section
12.7
Waiver
of
Partition.
To
the
maximum
extent
permitted
by
law,
each
Partner
hereby
waives
any
right
to
partition
of
the
Partnership
property.
Section
12.8
Capital
Account
Restoration.
No
Limited
Partner
shall
have
any
obligation
to
restore
any
negative
balance
in
its
Capital
Account
upon
liquidation
of
the
Partnership.
The
General
Partner shall
be
obligated
to
restore
any
negative
balance
in
its
Capital
Account
upon
liquidation
of
its
interest
in
the
Partnership
by
the
end
of
the
taxable
year
of
the Partnership
during
which
such
liquidation
occurs,
or,
if
later,
within
ninety
(90)
days
after
the
date
of
such
liquidation.
ARTICLE
XIII.
AMENDMENT
OF
PARTNERSHIP
AGREEMENT;
MEETINGS;
RECORD
DATE
Section
13.1
Amendment
to
be
Adopted
Solely
by
the
General
Partner.
Each
Partner
agrees
that
the
General
Partner,
without
the
approval
of
any
Partner
or
Assignee,
may
amend
any
provision
of
this
Agreement
and
execute, swear
to,
acknowledge,
deliver,
file
and
record
whatever
documents
may
be
required
in
connection
therewith,
to
reflect:
(a)
a
change
in
the
name
of
the
Partnership,
the
location
of
the
principal
place
of
business
of
the
Partnership,
the
registered
agent
of
the
Partnership
or the
registered
office
of
the
Partnership;
(b)
admission,
substitution,
withdrawal
or
removal
of
Partners
in
accordance
with
this
Agreement;
(c)
a
change
that,
in
the
sole
discretion
of
the
General
Partner,
is
necessary
or
advisable
to
qualify
or
continue
the
qualification
of
the
Partnership
as
a limited
partnership
or
a
partnership
in
which
the
Limited
Partners
have
limited
liability
under
the
laws
of
any
state
or
to
ensure
that
the
Group
Members will
not
be
treated
as
associations
taxable
as
corporations
or
otherwise
taxed
as
entities
for
federal
income
tax
purposes;
(d)
subject
to
Section
5.11(b)(iii),
a
change
that,
in
the
discretion
of
the
General
Partner,
(i)
does
not
adversely
affect
the
Limited
Partners
(including any
particular
class
of
Partnership
Interests
as
compared
to
other
classes
of
Partnership
Interests)
in
any
material
respect,
(ii)
is
necessary
or
advisable
to (A)
satisfy
any
requirements,
conditions
or
guidelines
contained
in
any
opinion,
directive,
order,
ruling
or
regulation
of
any
federal
or
state
agency
or judicial
authority
or
contained
in
any
federal
or
state
statute
(including
the
Delaware
Act)
or
(B)
facilitate
the
trading
of
the
Units
(including
the
division
of any
class
or
classes
of
Outstanding
Units
into
different
classes
to
facilitate
uniformity
of
tax
consequences
within
such
classes
of
Units)
or
comply
with
any
76
rule,
regulation,
guideline
or
requirement
of
any
National
Securities
Exchange
on
which
the
Units
are
or
will
be
listed
for
trading,
compliance
with
any
of which
the
General
Partner
determines
in
its
discretion
to
be
in
the
best
interests
of
the
Partnership
and
the
Limited
Partners,
(iii)
is
necessary
or
advisable
in connection
with
action
taken
by
the
General
Partner
pursuant
to
Section
5.5
or
(iv)
is
required
to
effect
the
intent
expressed
in
the
Registration
Statement
or the
intent
of
the
provisions
of
this
Agreement
or
is
otherwise
contemplated
by
this
Agreement;
(e)
a
change
in
the
fiscal
year
or
taxable
year
of
the
Partnership
and
any
changes
that,
in
the
discretion
of
the
General
Partner,
are
necessary
or advisable
as
a
result
of
a
change
in
the
fiscal
year
or
taxable
year
of
the
Partnership
including,
if
the
General
Partner
shall
so
determine,
a
change
in
the definition
of
"Quarter"
and
the
dates
on
which
distributions
are
to
be
made
by
the
Partnership;
(f)
an
amendment
that
is
necessary,
in
the
Opinion
of
Counsel,
to
prevent
the
Partnership,
or
the
General
Partner
or
its
directors,
officers,
trustees,
or agents
from
in
any
manner
being
subjected
to
the
provisions
of
the
Investment
Company
Act
of
1940,
as
amended,
the
Investment
Advisers
Act
of
1940,
as amended,
or
"plan
asset"
regulations
adopted
under
the
Employee
Retirement
Income
Security
Act
of
1974,
as
amended,
regardless
of
whether
such
are substantially
similar
to
plan
asset
regulations
currently
applied
or
proposed
by
the
United
States
Department
of
Labor;
(g)
subject
to
Sections
5.10(b)(v)
and
5.11(b)(iii),
an
amendment
that,
in
the
discretion
of
the
General
Partner,
is
necessary
or
advisable
in
connection with
the
authorization
of
issuance
of
any
class
or
series
of
Partnership
Securities
pursuant
to
Section
5.4;
(h)
any
amendment
expressly
permitted
in
this
Agreement
to
be
made
by
the
General
Partner
acting
alone;
(i)
an
amendment
effected,
necessitated
or
contemplated
by
a
Merger
Agreement
approved
in
accordance
with
Section
14.3;
(j)
an
amendment
that,
in
the
discretion
of
the
General
Partner,
is
necessary
or
advisable
to
reflect,
account
for
and
deal
with
appropriately
the formation
by
the
Partnership
of,
or
investment
by
the
Partnership
in,
any
corporation,
partnership,
joint
venture,
limited
liability
company
or
other
entity,
in connection
with
the
conduct
by
the
Partnership
of
activities
permitted
by
the
terms
of
Section
2.4;
(k)
a
merger
or
conveyance
pursuant
to
Section
14.3(d);
or
(l)
any
other
amendments
substantially
similar
to
the
foregoing.
Section
13.2
Amendment
Procedures.
Except
as
provided
in
Sections
5.11(b)(iii),
13.1,
and
13.3,
all
amendments
to
this
Agreement
shall
be
made
in
accordance
with
the
following
requirements. Amendments
to
this
Agreement
may
be
proposed
only
by
or
with
the
consent
of
the
General
Partner
which
consent
may
be
given
or
withheld
in
its
sole
discretion. A
proposed
amendment
shall
be
effective
upon
its
approval
by
the
holders
of
a
Unit
Majority,
unless
a
greater
or
different
percentage
is
required
under
this Agreement
or
by
Delaware
law.
Each
proposed
amendment
that
requires
the
approval
of
the
holders
of
a
specified
percentage
of
Outstanding
Units
shall
be
set forth
in
a
writing
that
contains
the
text
of
the
proposed
amendment.
If
such
an
amendment
is
proposed,
the
General
Partner
shall
seek
the
written
approval
of
the requisite
percentage
of
Outstanding
Units
or
call
a
meeting
of
the
Unitholders
to
consider
and
vote
on
such
proposed
amendment.
The
General
Partner
shall
notify all
Record
Holders
upon
final
adoption
of
any
such
proposed
amendments.
77
Section
13.3
Amendment
Requirements
(a)
Notwithstanding
the
provisions
of
Sections
13.1
and
13.2,
no
provision
of
this
Agreement
that
establishes
a
percentage
of
Outstanding
Units (including
Units
deemed
owned
by
the
General
Partner)
required
to
take
any
action
shall
be
amended,
altered,
changed,
repealed,
or
rescinded
in
any respect
that
would
have
the
effect
of
reducing
such
voting
percentage
unless
such
amendment
is
approved
by
the
written
consent
or
the
affirmative
vote
of holders
of
Outstanding
Units
whose
aggregate
Outstanding
Units
constitute
not
less
than
the
voting
requirement
sought
to
be
reduced.
(b)
Notwithstanding
the
provisions
of
Sections
13.1
and
13.2,
no
amendment
to
this
Agreement
may
(i)
enlarge
the
obligations
of
any
Limited Partner
without
its
consent,
unless
such
shall
be
deemed
to
have
occurred
as
a
result
of
an
amendment
approved
pursuant
to
Section
13.3(c),
(ii)
enlarge
the obligations
of,
restrict
in
any
way
any
action
by
or
rights
of,
or
reduce
in
any
way
the
amounts
distributable,
reimbursable
or
otherwise
payable
to,
the General
Partner
or
any
of
its
Affiliates
without
its
consent,
which
consent
may
be
given
or
withheld
in
its
sole
discretion,
(iii)
change
Section
12.1(b),
or (iv)
change
the
term
of
the
Partnership
or,
except
as
set
forth
in
Section
12.1(b),
give
any
Person
the
right
to
dissolve
the
Partnership.
(c)
Except
as
provided
in
Section
14.3,
and
without
limitation
of
the
General
Partner's
authority
to
adopt
amendments
to
this
Agreement
without
the approval
of
any
Partners
or
Assignees
as
contemplated
in
Section
13.1,
any
amendment
that
would
have
a
material
adverse
effect
on
the
rights
or preferences
of
any
class
of
Partnership
Interests
in
relation
to
other
classes
of
Partnership
Interests
must
be
approved
by
the
holders
of
not
less
than
a majority
of
the
Outstanding
Partnership
Interests
of
the
class
affected.
(d)
Notwithstanding
any
other
provision
of
this
Agreement,
except
for
amendments
pursuant
to
Section
13.1
and
except
as
otherwise
provided
by Section
14.3(b),
no
amendments
shall
become
effective
without
the
approval
of
the
holders
of
at
least
90%
of
the
Outstanding
Units
voting
as
a
single
class unless
the
Partnership
obtains
an
Opinion
of
Counsel
to
the
effect
that
such
amendment
will
not
affect
the
limited
liability
of
any
Limited
Partner
under applicable
law.
(e)
Except
as
provided
in
Section
13.1,
this
Section
13.3
shall
only
be
amended
with
the
approval
of
the
holders
of
at
least
90%
of
the
Outstanding Units.
Section
13.4
Special
Meetings.
All
acts
of
Limited
Partners
to
be
taken
pursuant
to
this
Agreement
shall
be
taken
in
the
manner
provided
in
this
Article
XIII.
Special
meetings
of
the
Limited Partners
may
be
called
by
the
General
Partner
or
by
Limited
Partners
owning
20%
or
more
of
the
Outstanding
Units
of
the
class
or
classes
for
which
a
meeting
is proposed.
Limited
Partners
shall
call
a
special
meeting
by
delivering
to
the
General
Partner
one
or
more
requests
in
writing
stating
that
the
signing
Limited Partners
wish
to
call
a
special
meeting
and
indicating
the
general
or
specific
purposes
for
which
the
special
meeting
is
to
be
called.
Within
sixty
(60)
days
after receipt
of
such
a
call
from
Limited
Partners
or
within
such
greater
time
as
may
be
reasonably
necessary
for
the
Partnership
to
comply
with
any
statutes,
rules, regulations,
listing
agreements
or
similar
requirements
governing
the
holding
of
a
meeting
or
the
solicitation
of
proxies
for
use
at
such
a
meeting,
the
General Partner
shall
send
a
notice
of
the
meeting
to
the
Limited
Partners
either
directly
or
indirectly
through
the
Transfer
Agent.
A
meeting
shall
be
held
at
a
time
and place
determined
by
the
General
Partner
on
a
date
not
less
than
ten
(10)
days
nor
more
than
sixty
(60)
days
after
the
mailing
of
notice
of
the
meeting.
Limited Partners
shall
not
vote
on
matters
that
would
cause
the
Limited
Partners
to
be
deemed
to
be
taking
part
in
the
management
and
control
of
the
business
and
affairs
of the
Partnership
so
as
to
jeopardize
the
Limited
Partners'
limited
liability
under
the
Delaware
Act
or
the
law
of
any
other
state
in
which
the
Partnership
is
qualified to
do
business.
78
Section
13.5
Notice
of
a
Meeting.
Notice
of
a
meeting
called
pursuant
to
Section
13.4
shall
be
given
to
the
Record
Holders
of
the
class
or
classes
of
Units
for
which
a
meeting
is
proposed
in writing
by
mail
or
other
means
of
written
communication
in
accordance
with
Section
16.1.
The
notice
shall
be
deemed
to
have
been
given
at
the
time
when deposited
in
the
mail
or
sent
by
other
means
of
written
communication.
Section
13.6
Record
Date.
For
purposes
of
determining
the
Limited
Partners
entitled
to
notice
of
or
to
vote
at
a
meeting
of
the
Limited
Partners
or
to
give
approvals
without
a
meeting
as provided
in
Section
13.11
the
General
Partner
may
set
a
Record
Date,
which
shall
not
be
less
than
10
nor
more
than
sixty
(60)
days
before
(a)
the
date
of
the meeting
(unless
such
requirement
conflicts
with
any
rule,
regulation,
guideline
or
requirement
of
any
National
Securities
Exchange
on
which
the
Units
are
listed for
trading,
in
which
case
the
rule,
regulation,
guideline
or
requirement
of
such
exchange
shall
govern)
or
(b)
in
the
event
that
approvals
are
sought
without
a meeting,
the
date
by
which
Limited
Partners
are
requested
in
writing
by
the
General
Partner
to
give
such
approvals.
Section
13.7
Adjournment.
When
a
meeting
is
adjourned
to
another
time
or
place,
notice
need
not
be
given
of
the
adjourned
meeting
and
a
new
Record
Date
need
not
be
fixed,
if
the
time and
place
thereof
are
announced
at
the
meeting
at
which
the
adjournment
is
taken,
unless
such
adjournment
shall
be
for
more
than
forty-five
(45)
days.
At
the adjourned
meeting,
the
Partnership
may
transact
any
business
that
might
have
been
transacted
at
the
original
meeting.
If
the
adjournment
is
for
more
than
forty-five (45)
days
or
if
a
new
Record
Date
is
fixed
for
the
adjourned
meeting,
a
notice
of
the
adjourned
meeting
shall
be
given
in
accordance
with
this
Article
XIII.
Section
13.8
Waiver
of
Notice;
Approval
of
Meeting;
Approval
of
Minutes.
The
transactions
of
any
meeting
of
Limited
Partners,
however
called
and
noticed,
and
whenever
held,
shall
be
as
valid
as
if
it
had
occurred
at
a
meeting
duly held
after
regular
call
and
notice,
if
a
quorum
is
present
either
in
person
or
by
proxy,
and
if,
either
before
or
after
the
meeting,
Limited
Partners
representing
such quorum
who
were
present
in
person
or
by
proxy
and
entitled
to
vote,
sign
a
written
waiver
of
notice
or
an
approval
of
the
holding
of
the
meeting
or
an
approval
of the
minutes
thereof.
All
waivers
and
approvals
shall
be
filed
with
the
Partnership
records
or
made
a
part
of
the
minutes
of
the
meeting.
Attendance
of
a
Limited Partner
at
a
meeting
shall
constitute
a
waiver
of
notice
of
the
meeting,
except
when
the
Limited
Partner
does
not
approve,
at
the
beginning
of
the
meeting,
of
the transaction
of
any
business
because
the
meeting
is
not
lawfully
called
or
convened;
and
except
that
attendance
at
a
meeting
is
not
a
waiver
of
any
right
to disapprove
the
consideration
of
matters
required
to
be
included
in
the
notice
of
the
meeting,
but
not
so
included,
if
the
disapproval
is
expressly
made
at
the meeting.
Section
13.9
Quorum.
The
holders
of
a
majority
of
the
Outstanding
Units
of
the
class
or
classes
for
which
a
meeting
has
been
called
(including
Outstanding
Units
deemed
owned
by the
General
Partner)
represented
in
person
or
by
proxy
shall
constitute
a
quorum
at
a
meeting
of
Limited
Partners
of
such
class
or
classes
unless
any
such
action
by the
Limited
Partners
requires
approval
by
holders
of
a
greater
percentage
of
such
Units,
in
which
case
the
quorum
shall
be
such
greater
percentage.
At
any
meeting of
the
Limited
Partners
duly
called
and
held
in
accordance
with
this
Agreement
at
which
a
quorum
is
present,
the
act
of
Limited
Partners
holding
Outstanding Units
that
in
the
aggregate
represent
a
majority
of
the
Outstanding
Units
entitled
to
vote
and
be
present
in
person
or
by
proxy
at
such
meeting
shall
be
deemed
to constitute
the
act
of
all
Limited
Partners,
unless
a
greater
or
different
percentage
is
required
with
respect
to
such
action
under
the
provisions
of
this
Agreement,
in which
case
the
act
of
79
the
Limited
Partners
holding
Outstanding
Units
that
in
the
aggregate
represent
at
least
such
greater
or
different
percentage
shall
be
required.
The
Limited
Partners present
at
a
duly
called
or
held
meeting
at
which
a
quorum
is
present
may
continue
to
transact
business
until
adjournment,
notwithstanding
the
withdrawal
of enough
Limited
Partners
to
leave
less
than
a
quorum,
if
any
action
taken
(other
than
adjournment)
is
approved
by
the
required
percentage
of
Outstanding
Units specified
in
this
Agreement
(including
Outstanding
Units
deemed
owned
by
the
General
Partner).
In
the
absence
of
a
quorum
any
meeting
of
Limited
Partners
may be
adjourned
from
time
to
time
by
the
affirmative
vote
of
holders
of
at
least
a
majority
of
the
Outstanding
Units
entitled
to
vote
at
such
meeting
(including Outstanding
Units
deemed
owned
by
the
General
Partner)
represented
either
in
person
or
by
proxy,
but
no
other
business
may
be
transacted,
except
as
provided
in Section
13.7.
Section
13.10
Conduct
of
a
Meeting.
The
General
Partner
shall
have
full
power
and
authority
concerning
the
manner
of
conducting
any
meeting
of
the
Limited
Partners
or
solicitation
of
approvals in
writing,
including
the
determination
of
Persons
entitled
to
vote,
the
existence
of
a
quorum,
the
satisfaction
of
the
requirements
of
Section
13.4,
the
conduct
of voting,
the
validity
and
effect
of
any
proxies
and
the
determination
of
any
controversies,
votes
or
challenges
arising
in
connection
with
or
during
the
meeting
or voting.
The
General
Partner
shall
designate
a
Person
to
serve
as
chairman
of
any
meeting
and
shall
further
designate
a
Person
to
take
the
minutes
of
any
meeting. All
minutes
shall
be
kept
with
the
records
of
the
Partnership
maintained
by
the
General
Partner.
The
General
Partner
may
make
such
other
regulations
consistent with
applicable
law
and
this
Agreement
as
it
may
deem
advisable
concerning
the
conduct
of
any
meeting
of
the
Limited
Partners
or
solicitation
of
approvals
in writing,
including
regulations
in
regard
to
the
appointment
of
proxies,
the
appointment
and
duties
of
inspectors
of
votes
and
approvals,
the
submission
and examination
of
proxies
and
other
evidence
of
the
right
to
vote,
and
the
revocation
of
approvals
in
writing.
Section
13.11
Action
Without
a
Meeting.
If
authorized
by
the
General
Partner,
any
action
that
may
be
taken
at
a
meeting
of
the
Limited
Partners
may
be
taken
without
a
meeting
if
an
approval
in writing
setting
forth
the
action
so
taken
is
signed
by
Limited
Partners
owning
not
less
than
the
minimum
percentage
of
the
Outstanding
Units
(including
Units deemed
owned
by
the
General
Partner)
that
would
be
necessary
to
authorize
or
take
such
action
at
a
meeting
at
which
all
the
Limited
Partners
were
present
and voted
(unless
such
provision
conflicts
with
any
rule,
regulation,
guideline
or
requirement
of
any
National
Securities
Exchange
on
which
the
Units
are
listed
for trading,
in
which
case
the
rule,
regulation,
guideline
or
requirement
of
such
exchange
shall
govern).
Prompt
notice
of
the
taking
of
action
without
a
meeting
shall be
given
to
the
Limited
Partners
who
have
not
approved
in
writing.
The
General
Partner
may
specify
that
any
written
ballot
submitted
to
Limited
Partners
for
the purpose
of
taking
any
action
without
a
meeting
shall
be
returned
to
the
Partnership
within
the
time
period,
which
shall
be
not
less
than
twenty
(20)
days,
specified by
the
General
Partner.
If
a
ballot
returned
to
the
Partnership
does
not
vote
all
of
the
Units
held
by
the
Limited
Partners,
the
Partnership
shall
be
deemed
to
have failed
to
receive
a
ballot
for
the
Units
that
were
not
voted.
If
approval
of
the
taking
of
any
action
by
the
Limited
Partners
is
solicited
by
any
Person
other
than
by
or on
behalf
of
the
General
Partner,
the
written
approvals
shall
have
no
force
and
effect
unless
and
until
(a)
they
are
deposited
with
the
Partnership
in
care
of
the General
Partner,
(b)
approvals
sufficient
to
take
the
action
proposed
are
dated
as
of
a
date
not
more
than
ninety
(90)
days
prior
to
the
date
sufficient
approvals
are deposited
with
the
Partnership,
and
(c)
an
Opinion
of
Counsel
is
delivered
to
the
General
Partner
to
the
effect
that
the
exercise
of
such
right
and
the
action proposed
to
be
taken
with
respect
to
any
particular
matter
(i)
will
not
cause
the
Limited
Partners
to
be
deemed
to
be
taking
part
in
the
management
and
control
of the
business
and
affairs
of
the
Partnership
so
as
to
jeopardize
the
Limited
Partners'
limited
liability,
and
(ii)
is
otherwise
permissible
under
the
state
statutes
then governing
the
rights,
duties
and
liabilities
of
the
Partnership
and
the
Partners.
80
Section
13.12
Voting
and
Other
Rights.
(a)
Only
those
Record
Holders
of
the
Units
on
the
Record
Date
set
pursuant
to
Section
13.6
(and
also
subject
to
the
limitations
contained
in
the definition
of
"Outstanding")
shall
be
entitled
to
notice
of,
and
to
vote
at,
a
meeting
of
Limited
Partners
or
to
act
with
respect
to
matters
as
to
which
the holders
of
the
Outstanding
Units
have
the
right
to
vote
or
to
act.
All
references
in
this
Agreement
to
votes
of,
or
other
acts
that
may
be
taken
by,
the Outstanding
Units
shall
be
deemed
to
be
references
to
the
votes
or
acts
of
the
Record
Holders
of
such
Outstanding
Units.
(b)
Only
those
Record
Holders
of
the
Series
C
Preferred
Units
on
the
Record
Date
set
pursuant
to
Section
13.6
(and
subject
to
the
limitations contained
in
the
definition
of
"Outstanding"
and
the
limitations
set
forth
in
Section
5.11(b)(iii))
shall
be
entitled
to
notice
of,
and
to
vote
at,
a
meeting
of Limited
Partners
holding
Series
C
Preferred
Units
or
to
act
with
respect
to
matters
as
to
which
the
holders
of
the
Outstanding
Series
C
Preferred
Units
have the
right
to
vote
or
to
act.
All
references
in
this
Agreement
to
votes
of,
or
other
acts
that
may
be
taken
by,
the
Outstanding
Series
C
Preferred
Units
shall
be deemed
to
be
references
to
the
votes
or
acts
of
the
Record
Holders
of
such
Outstanding
Series
C
Preferred
Units.
(c)
With
respect
to
Units
that
are
held
for
a
Person's
account
by
another
Person
(such
as
a
broker,
dealer,
bank,
trust
company
or
clearing
corporation, or
an
agent
of
any
of
the
foregoing),
in
whose
name
such
Units
are
registered,
such
other
Person
shall,
in
exercising
the
voting
rights
in
respect
of
such Units
on
any
matter,
and
unless
the
arrangement
between
such
Persons
provides
otherwise,
vote
such
Units
in
favor
of,
and
at
the
direction
of,
the
Person who
is
the
beneficial
owner,
and
the
Partnership
shall
be
entitled
to
assume
it
is
so
acting
without
further
inquiry.
The
provisions
of
this
Section
13.12(c) (as
well
as
all
other
provisions
of
this
Agreement)
are
subject
to
the
provisions
of
Section
4.3.
ARTICLE
XIV
MERGER
Section
14.1
Authority.
The
Partnership
may
merge
or
consolidate
with
one
or
more
corporations,
limited
liability
companies,
business
trusts
or
associations,
real
estate
investment trusts,
common
law
trusts
or
unincorporated
businesses,
including
a
general
partnership
or
limited
partnership,
formed
under
the
laws
of
the
State
of
Delaware
or any
other
state
of
the
United
States
of
America,
pursuant
to
a
written
agreement
of
merger
or
consolidation
("
Merger
Agreement
")
in
accordance
with
this Article
XIV.
Section
14.2
Procedure
for
Merger
or
Consolidation.
Merger
or
consolidation
of
the
Partnership
pursuant
to
this
Article
XIV
requires
the
prior
approval
of
the
General
Partner.
If
the
General
Partner
shall determine,
in
the
exercise
of
its
discretion,
to
consent
to
the
merger
or
consolidation,
the
General
Partner
shall
approve
the
Merger
Agreement,
which
shall
set forth:
(a)
the
names
and
jurisdictions
of
formation
or
organization
of
each
of
the
business
entities
proposing
to
merge
or
consolidate;
(b)
the
name
and
jurisdiction
of
formation
or
organization
of
the
business
entity
that
is
to
survive
the
proposed
merger
or
consolidation
(the
" Surviving
Business
Entity
");
(c)
the
terms
and
conditions
of
the
proposed
merger
or
consolidation;
(d)
the
manner
and
basis
of
exchanging
or
converting
the
equity
securities
of
each
constituent
business
entity
for,
or
into,
cash,
property
or
general
or limited
partner
interests,
rights,
securities
or
obligations
of
the
Surviving
Business
Entity;
and
(i)
if
any
general
or
limited
partner
interests,
81
securities
or
rights
of
any
constituent
business
entity
are
not
to
be
exchanged
or
converted
solely
for,
or
into,
cash,
property
or
general
or
limited
partner interests,
rights,
securities
or
obligations
of
the
Surviving
Business
Entity,
the
cash,
property
or
general
or
limited
partner
interests,
rights,
securities
or obligations
of
any
limited
partnership,
corporation,
trust
or
other
entity
(other
than
the
Surviving
Business
Entity)
which
the
holders
of
such
general
or limited
partner
interests,
securities
or
rights
are
to
receive
in
exchange
for,
or
upon
conversion
of
their
general
or
limited
partner
interests,
securities
or rights,
and
(ii)
in
the
case
of
securities
represented
by
certificates,
upon
the
surrender
of
such
certificates,
which
cash,
property
or
general
or
limited
partner interests,
rights,
securities
or
obligations
of
the
Surviving
Business
Entity
or
any
general
or
limited
partnership,
corporation,
trust
or
other
entity
(other
than the
Surviving
Business
Entity),
or
evidences
thereof,
are
to
be
delivered;
(e)
a
statement
of
any
changes
in
the
constituent
documents
or
the
adoption
of
new
constituent
documents
(the
articles
or
certificate
of
incorporation, articles
of
trust,
declaration
of
trust,
certificate
or
agreement
of
limited
partnership
or
other
similar
charter
or
governing
document)
of
the
Surviving Business
Entity
to
be
effected
by
such
merger
or
consolidation;
(f)
the
effective
time
of
the
merger,
which
may
be
the
date
of
the
filing
of
the
certificate
of
merger
pursuant
to
Section
14.4
or
a
later
date
specified in
or
determinable
in
accordance
with
the
Merger
Agreement
(provided,
that
if
the
effective
time
of
the
merger
is
to
be
later
than
the
date
of
the
filing
of
the certificate
of
merger,
the
effective
time
shall
be
fixed
no
later
than
the
time
of
the
filing
of
the
certificate
of
merger
and
stated
therein);
and
(g)
such
other
provisions
with
respect
to
the
proposed
merger
or
consolidation
as
are
deemed
necessary
or
appropriate
by
the
General
Partner.
Section
14.3
Approval
by
Limited
Partners
of
Merger
or
Consolidation.
(a)
Except
as
provided
in
Section
14.3(d),
the
General
Partner,
upon
its
approval
of
the
Merger
Agreement,
shall
direct
that
the
Merger
Agreement
be submitted
to
a
vote
of
Limited
Partners,
whether
at
a
special
meeting
or
by
written
consent,
in
either
case
in
accordance
with
the
requirements
of Article
XIII.
A
copy
or
a
summary
of
the
Merger
Agreement
shall
be
included
in
or
enclosed
with
the
notice
of
a
special
meeting
or
the
written
consent.
(b)
Except
as
provided
in
Section
14.3(d),
the
Merger
Agreement
shall
be
approved
upon
receiving
the
affirmative
vote
or
consent
of
the
holders
of
a Unit
Majority
unless
the
Merger
Agreement
contains
any
provision
that,
if
contained
in
an
amendment
to
this
Agreement,
the
provisions
of
this
Agreement or
the
Delaware
Act
would
require
for
its
approval
the
vote
or
consent
of
a
greater
percentage
of
the
Outstanding
Units
or
of
any
class
of
Limited
Partners, in
which
case
such
greater
percentage
vote
or
consent
shall
be
required
for
approval
of
the
Merger
Agreement.
(c)
Except
as
provided
in
Section
14.3(d),
after
such
approval
by
vote
or
consent
of
the
Limited
Partners,
and
at
any
time
prior
to
the
filing
of
the certificate
of
merger
pursuant
to
Section
14.4,
the
merger
or
consolidation
may
be
abandoned
pursuant
to
provisions
therefor,
if
any,
set
forth
in
the
Merger Agreement.
(d)
Notwithstanding
anything
else
contained
in
this
Article
XIV
or
in
this
Agreement,
the
General
Partner
is
permitted,
in
its
discretion,
without Limited
Partner
approval,
to
merge
the
Partnership
or
any
Group
Member
into,
or
convey
all
of
the
Partnership's
assets
to,
another
limited
liability
entity which
shall
be
newly
formed
and
shall
have
no
assets,
liabilities
or
operations
at
the
time
of
such
Merger
other
than
those
it
receives
from
the
Partnership or
other
Group
Member
if
(i)
the
General
Partner
has
received
an
Opinion
of
Counsel
that
the
merger
or
conveyance,
as
the
case
may
be,
would
not
result in
the
loss
of
the
limited
liability
of
any
Limited
Partner
or
any
Group
Member
or
cause
the
Partnership
or
any
Group
Member
to
be
treated
as
an
82
association
taxable
as
a
corporation
or
otherwise
to
be
taxed
as
an
entity
for
federal
income
tax
purposes
(to
the
extent
not
previously
treated
as
such), (ii)
the
sole
purpose
of
such
merger
or
conveyance
is
to
effect
a
mere
change
in
the
legal
form
of
the
Partnership
into
another
limited
liability
entity,
and (iii)
the
governing
instruments
of
the
new
entity
provide
the
Limited
Partners
and
the
General
Partner
with
the
same
rights
and
obligations
as
are
herein contained.
Section
14.4
Certificate
of
Merger.
Upon
the
required
approval
by
the
General
Partner
and
the
Unitholders
of
a
Merger
Agreement,
a
certificate
of
merger
shall
be
executed
and
filed
with
the Secretary
of
State
of
the
State
of
Delaware
in
conformity
with
the
requirements
of
the
Delaware
Act.
Section
14.5
Effect
of
Merger.
(a)
At
the
effective
time
of
the
certificate
of
merger:
(i)
all
of
the
rights,
privileges,
and
powers
of
each
of
the
business
entities
that
has
merged
or
consolidated,
and
all
property,
real,
personal and
mixed,
and
all
debts
due
to
any
of
those
business
entities
and
all
other
things
and
causes
of
action
belonging
to
each
of
those
business
entities, shall
be
vested
in
the
Surviving
Business
Entity
and
after
the
merger
or
consolidation
shall
be
the
property
of
the
Surviving
Business
Entity
to
the extent
they
were
of
each
constituent
business
entity;
(ii)
the
title
to
any
real
property
vested
by
deed
or
otherwise
in
any
of
those
constituent
business
entities
shall
not
revert
and
is
not
in
any
way impaired
because
of
the
merger
or
consolidation;
(iii)
all
rights
of
creditors
and
all
liens
on
or
security
interests
in
property
of
any
of
those
constituent
business
entities
shall
be
preserved unimpaired;
and
(iv)
all
debts,
liabilities
and
duties
of
those
constituent
business
entities
shall
attach
to
the
Surviving
Business
Entity
and
may
be
enforced against
it
to
the
same
extent
as
if
the
debts,
liabilities
and
duties
had
been
incurred
or
contracted
by
it.
(b)
A
merger
or
consolidation
effected
pursuant
to
this
Article
shall
not
be
deemed
to
result
in
a
transfer
or
assignment
of
assets
or
liabilities
from one
entity
to
another.
ARTICLE
XV
RIGHT
TO
ACQUIRE
LIMITED
PARTNER
INTERESTS
Section
15.1
Right
to
Acquire
Limited
Partner
Interests.
(a)
Notwithstanding
any
other
provision
of
this
Agreement,
if
at
any
time
more
than
80%
of
the
total
Limited
Partner
Interests
of
any
class
then Outstanding
is
held
by
the
General
Partner
and
its
Affiliates,
the
General
Partner
shall
then
have
the
right,
which
right
it
may
assign
and
transfer
in
whole or
in
part
to
the
Partnership
or
any
Affiliate
of
the
General
Partner,
exercisable
in
its
sole
discretion,
to
purchase
all,
but
not
less
than
all,
of
such
Limited Partner
Interests
of
such
class
then
Outstanding
held
by
Persons
other
than
the
General
Partner
and
its
Affiliates,
at
the
greater
of
(x)
the
Current
Market Price
as
of
the
date
three
(3)
days
prior
to
the
date
that
the
notice
described
in
Section
15.1(b)
is
mailed
and
(y)
the
highest
price
paid
by
the
General Partner
or
any
of
its
Affiliates
for
any
such
Limited
Partner
Interest
of
such
class
purchased
during
the
90-day
period
preceding
the
date
that
the
notice described
in
Section
15.1(b)
is
mailed.
As
used
in
this
Agreement,
(i)
"Current
Market
Price"
as
of
any
date
of
any
class
of
Limited
Partner
Interests
means the
average
of
the
daily
Closing
Prices
(as
hereinafter
defined)
per
Limited
Partner
Interest
of
such
class
for
the
twenty
(20)
consecutive
Trading
Days
(as hereinafter
defined)
immediately
prior
to
such
date;
(ii)
"Closing
Price"
for
any
day
means
the
last
sale
price
on
such
day,
regular
83
way,
or
in
case
no
such
sale
takes
place
on
such
day,
the
average
of
the
closing
bid
and
asked
prices
on
such
day,
regular
way,
in
either
case
as
reported
in the
principal
consolidated
transaction
reporting
system
with
respect
to
securities
listed
or
admitted
for
trading
on
the
principal
National
Securities
Exchange on
which
such
Limited
Partner
Interests
of
such
class
are
listed
or
admitted
to
trading
or,
if
such
Limited
Partner
Interests
of
such
class
are
not
listed
or admitted
to
trading
on
any
National
Securities
Exchange,
the
last
quoted
price
on
such
day
or,
if
not
so
quoted,
the
average
of
the
high
bid
and
low
asked prices
on
such
day
in
the
over-the-counter
market,
as
reported
by
such
other
system
then
in
use,
or,
if
on
any
such
day
such
Limited
Partner
Interests
of such
class
are
not
quoted
by
any
such
organization,
the
average
of
the
closing
bid
and
asked
prices
on
such
day
as
furnished
by
a
professional
market
maker making
a
market
in
such
Limited
Partner
Interests
of
such
class
selected
by
the
General
Partner,
or
if
on
any
such
day
no
market
maker
is
making
a
market in
such
Limited
Partner
Interests
of
such
class,
the
fair
value
of
such
Limited
Partner
Interests
on
such
day
as
determined
reasonably
and
in
good
faith
by the
General
Partner;
and
(iii)
"Trading
Day"
means
a
day
on
which
the
principal
National
Securities
Exchange
on
which
such
Limited
Partner
Interests
of any
class
are
listed
or
admitted
to
trading
is
open
for
the
transaction
of
business
or,
if
Limited
Partner
Interests
of
a
class
are
not
listed
or
admitted
to trading
on
any
National
Securities
Exchange,
a
day
on
which
banking
institutions
in
New
York
City
generally
are
open.
(b)
If
the
General
Partner,
any
Affiliate
of
the
General
Partner
or
the
Partnership
elects
to
exercise
the
right
to
purchase
Limited
Partner
Interests granted
pursuant
to
Section
15.1(a),
the
General
Partner
shall
deliver
to
the
Transfer
Agent
notice
of
such
election
to
purchase
(the
"
Notice
of
Election
to Purchase
")
and
shall
cause
the
Transfer
Agent
to
mail
a
copy
of
such
Notice
of
Election
to
Purchase
to
the
Record
Holders
of
Limited
Partner
Interests
of such
class
(as
of
a
Record
Date
selected
by
the
General
Partner)
at
least
ten
(10),
but
not
more
than
sixty
(60),
days
prior
to
the
Purchase
Date.
Such
Notice of
Election
to
Purchase
shall
also
be
published
for
a
period
of
at
least
three
(3)
consecutive
days
in
at
least
two
daily
newspapers
of
general
circulation printed
in
the
English
language
and
published
in
the
Borough
of
Manhattan,
New
York.
The
Notice
of
Election
to
Purchase
shall
specify
the
Purchase
Date and
the
price
(determined
in
accordance
with
Section
15.1(a))
at
which
Limited
Partner
Interests
will
be
purchased
and
state
that
the
General
Partner,
its Affiliate
or
the
Partnership,
as
the
case
may
be,
elects
to
purchase
such
Limited
Partner
Interests,
upon
surrender
of
Certificates
representing
such
Limited Partner
Interests
or
uncertificated
Limited
Partner
Interests,
as
applicable,
in
exchange
for
payment,
at
such
office
or
offices
of
the
Transfer
Agent
as
the Transfer
Agent
may
specify,
or
as
may
be
required
by
any
National
Securities
Exchange
on
which
such
Limited
Partner
Interests
are
listed
or
admitted
to trading.
Any
such
Notice
of
Election
to
Purchase
mailed
to
a
Record
Holder
of
Limited
Partner
Interests
at
his
address
as
reflected
in
the
records
of
the Transfer
Agent
shall
be
conclusively
presumed
to
have
been
given
regardless
of
whether
the
owner
receives
such
notice.
On
or
prior
to
the
Purchase
Date, the
General
Partner,
its
Affiliate
or
the
Partnership,
as
the
case
may
be,
shall
deposit
with
the
Transfer
Agent
cash
in
an
amount
sufficient
to
pay
the aggregate
purchase
price
of
all
of
such
Limited
Partner
Interests
to
be
purchased
in
accordance
with
this
Section
15.1.
If
the
Notice
of
Election
to
Purchase shall
have
been
duly
given
as
aforesaid
at
least
ten
(10)
days
prior
to
the
Purchase
Date,
and
if
on
or
prior
to
the
Purchase
Date
the
deposit
described
in
the preceding
sentence
has
been
made
for
the
benefit
of
the
holders
of
Limited
Partner
Interests
subject
to
purchase
as
provided
herein,
then
from
and
after
the Purchase
Date,
notwithstanding
that
any
Certificate
or
uncertificated
Limited
Partner
Interests
shall
not
have
been
surrendered
for
purchase,
all
rights
of
the holders
of
such
Limited
Partner
Interests
(including
any
rights
pursuant
to
Articles
IV,
V,
VI,
and
XII)
shall
thereupon
cease,
except
the
right
to
receive
the purchase
price
(determined
in
accordance
with
Section
15.1(a))
for
Limited
Partner
Interests
therefor,
without
interest,
upon
surrender
to
the
Transfer Agent
of
the
Certificates
representing
such
Limited
Partner
Interests
or
uncertificated
Limited
Partner
Interests,
as
applicable,
and
such
84
Limited
Partner
Interests
shall
thereupon
be
deemed
to
be
transferred
to
the
General
Partner,
its
Affiliate
or
the
Partnership,
as
the
case
may
be,
on
the record
books
of
the
Transfer
Agent
and
the
Partnership,
and
the
General
Partner
or
any
Affiliate
of
the
General
Partner,
or
the
Partnership,
as
the
case
may be,
shall
be
deemed
to
be
the
owner
of
all
such
Limited
Partner
Interests
from
and
after
the
Purchase
Date
and
shall
have
all
rights
as
the
owner
of
such Limited
Partner
Interests
(including
all
rights
as
owner
of
such
Limited
Partner
Interests
pursuant
to
Articles
IV,
V,
VI,
and
XII).
(c)
At
any
time
from
and
after
the
Purchase
Date,
a
holder
of
an
Outstanding
Limited
Partner
Interest
subject
to
purchase
as
provided
in
this Section
15.1
may
surrender
his
Certificate
evidencing
such
Limited
Partner
Interest
or
uncertificated
Limited
Partner
Interests,
as
applicable,
to
the Transfer
Agent
in
exchange
for
payment
of
the
amount
described
in
Section
15.1(a),
therefor,
without
interest
thereon.
ARTICLE
XVI
GENERAL
PROVISIONS
Section
16.1
Addresses
and
Notices.
Except
as
otherwise
provided
in
Section
5.11(ix)
with
respect
to
the
Series
C
Preferred
Units,
any
notice,
demand,
request,
report,
or
proxy
materials
required or
permitted
to
be
given
or
made
to
a
Partner
or
Assignee
under
this
Agreement
shall
be
in
writing
and
shall
be
deemed
given
or
made
when
delivered
in
person
or when
sent
by
first
class
United
States
mail
or
by
other
means
of
written
communication
to
the
Partner
or
Assignee
at
the
address
described
below.
Any
notice, payment
or
report
to
be
given
or
made
to
a
Partner
or
Assignee
hereunder
shall
be
deemed
conclusively
to
have
been
given
or
made,
and
the
obligation
to
give
such notice
or
report
or
to
make
such
payment
shall
be
deemed
conclusively
to
have
been
fully
satisfied,
upon
sending
of
such
notice,
payment
or
report
to
the
Record Holder
of
such
Partnership
Securities
at
his
address
as
shown
on
the
records
of
the
Transfer
Agent
or
as
otherwise
shown
on
the
records
of
the
Partnership, regardless
of
any
claim
of
any
Person
who
may
have
an
interest
in
such
Partnership
Securities
by
reason
of
any
assignment
or
otherwise.
An
affidavit
or
certificate of
making
of
any
notice,
payment
or
report
in
accordance
with
the
provisions
of
this
Section
16.1
executed
by
the
General
Partner,
the
Transfer
Agent
or
the mailing
organization
shall
be
prima
facie
evidence
of
the
giving
or
making
of
such
notice,
payment
or
report.
If
any
notice,
payment
or
report
addressed
to
a Record
Holder
at
the
address
of
such
Record
Holder
appearing
on
the
books
and
records
of
the
Transfer
Agent
or
the
Partnership
is
returned
by
the
United
States Postal
Service
marked
to
indicate
that
the
United
States
Postal
Service
is
unable
to
deliver
it,
such
notice,
payment
or
report
and
any
subsequent
notices,
payments and
reports
shall
be
deemed
to
have
been
duly
given
or
made
without
further
mailing
(until
such
time
as
such
Record
Holder
or
another
Person
notifies
the Transfer
Agent
or
the
Partnership
of
a
change
in
his
address)
if
they
are
available
for
the
Partner
or
Assignee
at
the
principal
office
of
the
Partnership
for
a
period of
one
year
from
the
date
of
the
giving
or
making
of
such
notice,
payment
or
report
to
the
other
Partners
and
Assignees.
Any
notice
to
the
Partnership
shall
be deemed
given
if
received
by
the
General
Partner
at
the
principal
office
of
the
Partnership
designated
pursuant
to
Section
2.3.
The
General
Partner
may
rely
and shall
be
protected
in
relying
on
any
notice
or
other
document
from
a
Partner,
Assignee
or
other
Person
if
believed
by
it
to
be
genuine.
Section
16.2
Further
Action.
The
parties
shall
execute
and
deliver
all
documents,
provide
all
information
and
take
or
refrain
from
taking
action
as
may
be
necessary
or
appropriate
to achieve
the
purposes
of
this
Agreement.
85
Section
16.3
Binding
Effect.
This
Agreement
shall
be
binding
upon
and
inure
to
the
benefit
of
the
parties
hereto
and
their
heirs,
executors,
administrators,
successors,
legal
representatives, and
permitted
assigns.
Section
16.4
Integration.
This
Agreement
constitutes
the
entire
agreement
among
the
parties
hereto
pertaining
to
the
subject
matter
hereof
and
supersedes
all
prior
agreements
and understandings
pertaining
thereto.
Section
16.5
Creditors.
None
of
the
provisions
of
this
Agreement
shall
be
for
the
benefit
of,
or
shall
be
enforceable
by,
any
creditor
of
the
Partnership.
Section
16.6
Waiver.
No
failure
by
any
party
to
insist
upon
the
strict
performance
of
any
covenant,
duty,
agreement
or
condition
of
this
Agreement
or
to
exercise
any
right
or remedy
consequent
upon
a
breach
thereof
shall
constitute
waiver
of
any
such
breach
of
any
other
covenant,
duty,
agreement
or
condition.
Section
16.7
Counterparts.
This
Agreement
may
be
executed
in
counterparts,
all
of
which
together
shall
constitute
an
agreement
binding
on
all
the
parties
hereto,
notwithstanding
that
all such
parties
are
not
signatories
to
the
original
or
the
same
counterpart.
Each
party
shall
become
bound
by
this
Agreement
immediately
upon
affixing
its
signature hereto
or,
in
the
case
of
a
Person
acquiring
a
Unit,
upon
accepting
the
certificate
evidencing
such
Unit
or
executing
and
delivering
a
Transfer
Application
as
herein described,
independently
of
the
signature
of
any
other
party.
Section
16.8
Applicable
Law.
This
Agreement
shall
be
construed
in
accordance
with
and
governed
by
the
laws
of
the
State
of
Delaware,
without
regard
to
the
principles
of
conflicts
of
law.
Section
16.9
Invalidity
of
Provisions.
If
any
provision
of
this
Agreement
is
or
becomes
invalid,
illegal
or
unenforceable
in
any
respect,
the
validity,
legality
and
enforceability
of
the
remaining provisions
contained
herein
shall
not
be
affected
thereby.
Section
16.10
Consent
of
Partners.
Each
Partner
hereby
expressly
consents
and
agrees
that,
whenever
in
this
Agreement
it
is
specified
that
an
action
may
be
taken
upon
the
affirmative
vote
or consent
of
less
than
all
of
the
Partners,
such
action
may
be
so
taken
upon
the
concurrence
of
less
than
all
of
the
Partners
and
each
Partner
shall
be
bound
by
the results
of
such
action.
[REMAINDER
OF
THIS
PAGE
INTENTIONALLY
LEFT
BLANK.]
86
IN
WITNESS
WHEREOF,
the
parties
hereto
have
executed
this
Agreement
as
of
the
date
first
written
above.
GENERAL
PARTNER:
ENLINK
MIDSTREAM
GP,
LLC
By:
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
87
LIMITED
PARTNERS:
All
Limited
Partners
now
and
hereafter
admitted
as
Limited Partners
of
the
Partnership,
pursuant
to
powers
of
attorney
now and
hereafter
executed
in
favor
of,
and
granted
and
delivered
to the
General
Partner.
By: EnLink
Midstream
GP,
LLC
General
Partner,
as
attorney-in-fact
for
the
Limited
Partners
pursuant
to
the
Powers
of
Attorney
granted
pursuant
to Section
2.6.
By:
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
88
EXHIBIT
A
to
the
Tenth
Amended
and
Restated
Agreement
of
Limited
Partnership
of
EnLink
Midstream
Partners,
LP
Certificate
Evidencing
Common
Units
Representing
Limited
Partner
Interests
in
EnLink
Midstream
Partners,
LP
No.
Common
Units
In
accordance
with
Section
4.1
of
the
Tenth
Amended
and
Restated
Agreement
of
Limited
Partnership
of
EnLink
Midstream
Partners,
LP,
as
amended, supplemented
or
restated
from
time
to
time
(the
"
Partnership
Agreement
"),
EnLink
Midstream
Partners,
LP,
a
Delaware
limited
partnership
(the
"
Partnership
"), hereby
certifies
that
(the
"
Holder
")
is
the
registered
owner
of
Common
Units
representing
limited
partner
interests
in
the
Partnership
(the
" Common
Units
")
transferable
on
the
books
of
the
Partnership,
in
person
or
by
duly
authorized
attorney,
upon
surrender
of
this
Certificate
properly
endorsed
and accompanied
by
a
properly
executed
application
for
transfer
of
the
Common
Units
represented
by
this
Certificate.
The
rights,
preferences
and
limitations
of
the Common
Units
are
set
forth
in,
and
this
Certificate
and
the
Common
Units
represented
hereby
are
issued
and
shall
in
all
respects
be
subject
to
the
terms
and provisions
of,
the
Partnership
Agreement.
Copies
of
the
Partnership
Agreement
are
on
file
at,
and
will
be
furnished
without
charge
on
delivery
of
written
request
to the
Partnership
at,
the
principal
office
of
the
Partnership
located
at
1722
Routh
Street,
Suite
1300,
Dallas,
Texas
75201.
Capitalized
terms
used
herein
but
not defined
shall
have
the
meanings
given
them
in
the
Partnership
Agreement.
The
Holder,
by
accepting
this
Certificate,
is
deemed
to
have
(i)
requested
admission
as,
and
agreed
to
become,
a
Limited
Partner
and
to
have
agreed
to
comply with
and
be
bound
by
and
to
have
executed
the
Partnership
Agreement,
(ii)
represented
and
warranted
that
the
Holder
has
all
right,
power
and
authority
and,
if
an individual,
the
capacity
necessary
to
enter
into
the
Partnership
Agreement,
(iii)
granted
the
powers
of
attorney
provided
for
in
the
Partnership
Agreement,
and (iv)
made
the
waivers
and
given
the
consents
and
approvals
contained
in
the
Partnership
Agreement.
This
Certificate
shall
not
be
valid
for
any
purpose
unless
it
has
been
countersigned
and
registered
by
the
Transfer
Agent
and
Registrar.
Dated:
EnLink
Midstream
Partners,
LP
Countersigned
and
Registered
by:
as
Transfer
Agent
and
Registrar
By:
Authorized
Signature
By:
EnLink
Midstream
GP,
LLC,
its
General
Partner
By:
Name:
By:
Secretary
[Reverse
of
Certificate]
ABBREVIATIONS
The
following
abbreviations,
when
used
in
the
inscription
on
the
face
of
this
Certificate,
shall
be
construed
as
follows
according
to
applicable
laws
or regulations:
TEN
COM
-
as
tenants
in
common
UNIF
GIFT/TRANSFERS
MIN
ACT
TEN
ENT
-
as
tenants
by
the
entireties
Custodian
(Cust)
(Minor)
JT
TEN
-
as
joint
tenants
with
right
of
survivorship
under
Uniform
Gifts/Transfers
to
CD
and
not
as
tenants
in
common
Minors
Act
(State)
Additional
abbreviations,
though
not
in
the
above
list,
may
also
be
used.
ASSIGNMENT
OF
COMMON
UNITS
in
ENLINK
MIDSTREAM
PARTNERS,
LP
FOR
VALUE
RECEIVED,
hereby
assigns,
conveys,
sells
and
transfers
unto
(Please
print
or
typewrite
name
and
address
of
Assignee)
(Please
insert
Social
Security
or
other
identifying
number
of
Assignee)
Common
Units
representing
limited
partner
interests
evidenced
by
this
Certificate,
subject
to
the
Partnership
Agreement,
and
does
hereby
irrevocably constitute
and
appoint
as
its
attorney-in-fact
with
full
power
of
substitution
to
transfer
the
same
on
the
books
of
EnLink
Midstream
Partners,
LP.
Date:
NOTE:
The
signature
to
any
endorsement
hereon
must
correspond
with
the name
as
written
upon
the
face
of
this
Certificate
in
every
particular, without
alteration,
enlargement
or
change.
THE
SIGNATURE(S)
MUST
BE
GUARANTEED
BY
AN
ELIGIBLE
GUARANTOR
INSTITUTION
(Signature)
(BANKS,
STOCKBROKERS,
SAVINGS
AND
LOAN
ASSOCIATIONS
AND
CREDIT
UNIONS
WITH
(Signature)
MEMBERSHIP
IN
AN
APPROVED
SIGNATURE
GUARANTEE
MEDALLION
PROGRAM),
PURSUANT
TO
S.E.C.
RULE
17Ad-15
No
transfer
of
the
Common
Units
evidenced
hereby
will
be
registered
on
the
books
of
the
Partnership,
unless
the
Certificate
evidencing
the
Common
Units
to be
transferred
is
surrendered
for
registration
or
transfer
and
an
Application
for
Transfer
of
Common
Units
has
been
executed
by
a
transferee
either
(a)
on
the
form set
forth
below
or
(b)
on
a
separate
application
that
the
Partnership
will
furnish
on
request
without
charge.
A
transferor
of
the
Common
Units
shall
have
no
duty
to the
transferee
with
respect
to
execution
of
the
transfer
application
in
order
for
such
transferee
to
obtain
registration
of
the
transfer
of
the
Common
Units.
APPLICATION
FOR
TRANSFER
OF
COMMON
UNITS
The
undersigned
("
Assignee
")
hereby
applies
for
transfer
to
the
name
of
the
Assignee
of
the
Common
Units
evidenced
hereby.
The
Assignee
(a)
requests
admission
as
a
Substituted
Limited
Partner
and
agrees
to
comply
with
and
be
bound
by,
and
hereby
executes,
the
Amended
and Restated
Agreement
of
Limited
Partnership
of
EnLink
Midstream
Partners,
LP
(the
"
Partnership
"),
as
amended,
supplemented
or
restated
to
the
date
hereof
(the
" Partnership
Agreement
"),
(b)
represents
and
warrants
that
the
Assignee
has
all
right,
power
and
authority
and,
if
an
individual,
the
capacity
necessary
to
enter
into the
Partnership
Agreement,
(c)
appoints
the
General
Partner
of
the
Partnership
and,
if
a
Liquidator
shall
be
appointed,
the
Liquidator
of
the
Partnership
as
the Assignee's
attorney-in-fact
to
execute,
swear
to,
acknowledge
and
file
any
document,
including,
without
limitation,
the
Partnership
Agreement
and
any
amendment thereto
and
the
Certificate
of
Limited
Partnership
of
the
Partnership
and
any
amendment
thereto,
necessary
or
appropriate
for
the
Assignee's
admission
as
a Substituted
Limited
Partner
and
as
a
party
to
the
Partnership
Agreement,
(d)
gives
the
powers
of
attorney
provided
for
in
the
Partnership
Agreement,
and
(e)
makes the
waivers
and
gives
the
consents
and
approvals
contained
in
the
Partnership
Agreement.
Capitalized
terms
not
defined
herein
have
the
meanings
assigned
to
such terms
in
the
Partnership
Agreement.
Date:
Social
Security
or
other
identifying
number
Signature
of
Assignee
Purchase
Price
including
commissions,
if
any
Name
and
Address
of
Assignee
Type
of
Entity
(check
one): o
Individual
o
Partnership
o
Corporation
o
Trust
o
Other
(specify)
Nationality
(check
one): o
U.S.
Citizen,
Resident
or
Domestic
Entity
o
Foreign
Corporation
o
Non-resident
Alien
If
the
U.S.
Citizen,
Resident
or
Domestic
Entity
box
is
checked,
the
following
certification
must
be
completed.
Under
Section
1445(e)
of
the
Internal
Revenue
Code
of
1986,
as
amended
(the
"
Code
"),
the
Partnership
must
withhold
tax
with
respect
to
certain
transfers
of property
if
a
holder
of
an
interest
in
the
Partnership
is
a
foreign
person.
To
inform
the
Partnership
that
no
withholding
is
required
with
respect
to
the
undersigned interestholder's
interest
in
it,
the
undersigned
hereby
certifies
the
following
(or,
if
applicable,
certifies
the
following
on
behalf
of
the
interestholder).
Complete
Either
A
or
B:
A. Individual
Interestholder
1. I
am
not
a
non-resident
alien
for
purposes
of
U.S.
income
taxation.
2. My
U.S.
taxpayer
identification
number
(Social
Security
Number)
is
.
3. My
home
address
is
.
B. Partnership,
Corporation
or
Other
Interestholder
1. is
not
a
foreign
corporation,
foreign
partnership,
foreign
trust
(Name
of
Interestholder)
or
foreign
estate
(as
those
terms
are
defined
in
the
Code
and Treasury
Regulations).
2. The
interestholder's
U.S.
employer
identification
number
is
.
3. The
interestholder's
office
address
and
place
of
incorporation
(if
applicable)
is
.
The
interestholder
agrees
to
notify
the
Partnership
within
sixty
(60)
days
of
the
date
the
interestholder
becomes
a
foreign
person.
The
interestholder
understands
that
this
certificate
may
be
disclosed
to
the
Internal
Revenue
Service
by
the
Partnership
and
that
any
false
statement
contained herein
could
be
punishable
by
fine,
imprisonment
or
both.
Under
penalties
of
perjury,
I
declare
that
I
have
examined
this
certification
and
to
the
best
of
my
knowledge
and
belief
it
is
true,
correct
and
complete
and,
if applicable,
I
further
declare
that
I
have
authority
to
sign
this
document
on
behalf
of:
Name
of
Interestholder
Signature
and
Date
Title
(if
applicable)
Note:
If
the
Assignee
is
a
broker,
dealer,
bank,
trust
company,
clearing
corporation,
other
nominee
holder
or
an
agent
of
any
of
the
foregoing,
and
is
holding for
the
account
of
any
other
person,
this
application
should
be
completed
by
an
officer
thereof
or,
in
the
case
of
a
broker
or
dealer,
by
a
registered
representative who
is
a
member
of
a
registered
national
securities
exchange
or
a
member
of
the
National
Association
of
Securities
Dealers,
Inc.,
or,
in
the
case
of
any
other nominee
holder,
a
person
performing
a
similar
function.
If
the
Assignee
is
a
broker,
dealer,
bank,
trust
company,
clearing
corporation,
other
nominee
owner
or
an agent
of
any
of
the
foregoing,
the
above
certification
as
to
any
person
for
whom
the
Assignee
will
hold
the
Common
Units
shall
be
made
to
the
best
of
the Assignee's
knowledge.
Exhibit
B
Form
of
Amended
Operating
Agreement
(See
attached.)
SECOND
AMENDED
AND
RESTATED
OPERATING
AGREEMENT
OF
ENLINK
MIDSTREAM,
LLC
TABLE
OF
CONTENTS
Page
No.
ARTICLE
I
DEFINITIONS
Section
1.1 Definitions
1
Section
1.2
Construction
7
ARTICLE
II
ORGANIZATION
Section
2.1 Formation
8
Section
2.2
Name
8
Section
2.3
Registered
Office;
Registered
Agent;
Principal
Office;
Other
Offices
8
Section
2.4
Purpose
and
Business
8
Section
2.5
Powers
8
Section
2.6
Term
8
Section
2.7
Title
to
Company
Assets
9
ARTICLE
III
RIGHTS
OF
MEMBERS
Section
3.1 Limitation
of
Liability
9
Section
3.2
Management
of
Business
9
Section
3.3
Outside
Activities
of
the
Non-Managing
Members
9
Section
3.4
Rights
of
Non-Managing
Members
9
ARTICLE
IV
CERTIFICATES;
RECORD
HOLDERS;
TRANSFER
OF
MEMBERSHIP
INTERESTS;
REDEMPTION
OF
MEMBERSHIP
INTERESTS
Section
4.1 Certificates
10
Section
4.2
Mutilated,
Destroyed,
Lost,
or
Stolen
Certificates
10
Section
4.3
Record
Holders
11
Section
4.4
Transfer
Generally
11
Section
4.5
Registration
and
Transfer
of
Non-Managing
Member
Interests
12
Section
4.6
Transfer
of
the
Managing
Member's
Managing
Member
Interest
12
Section
4.7
Restrictions
on
Transfers
13
ARTICLE
V
CAPITAL
CONTRIBUTIONS
AND
ISSUANCE
OF
MEMBERSHIP
INTERESTS
Section
5.1 Prior
Contributions
13
Section
5.2
[Reserved.]
13
Section
5.3
Interest
and
Withdrawal
13
Section
5.4
Issuances
of
Additional
Membership
Interests
and
Derivative
Instruments
13
Section
5.5
Limited
Preemptive
Right
14
Section
5.6
Splits
and
Combinations
14
Section
5.7
Fully
Paid
and
Non-Assessable
Nature
of
Membership
Interests
15
Section
5.8
[Reserved.]
15
Section
5.9
Establishment
of
Class
C
Common
Units
15
Section
5.10
Exchange
of
ENLK
Series
B
Preferred
Units
16
ARTICLE
VI
DISTRIBUTIONS
Section
6.1 Distributions
17
Section
7.1 Section
7.2 Section
7.3 Section
7.4 Section
7.5 Section
7.6 Section
7.7 Section
7.8 Section
7.9 Section
7.10 Section
7.11 Section
7.12
ARTICLE
VII
MANAGEMENT
AND
OPERATION
OF
BUSINESS
Management
Replacement
of
Fiduciary
Duties
Certificate
of
Formation
Restrictions
on
the
Managing
Member's
Authority
Reimbursement
of
the
Managing
Member
Outside
Activities
Indemnification
Liability
of
Indemnitees
Standards
of
Conduct
and
Modification
of
Duties
Other
Matters
Concerning
the
Managing
Member
and
Indemnitees
Purchase
or
Sale
of
Membership
Interests
Reliance
by
Third
Parties
Section
8.1 Section
8.2 Section
8.3
ARTICLE
VIII
BOOKS,
RECORDS,
ACCOUNTING,
AND
REPORTS
Records
and
Accounting
Fiscal
Year
Reports
Section
9.1 Section
9.2
Tax
Elections
and
Information
Withholding
ARTICLE
IX
TAX
MATTERS
Section
10.1 Section
10.2 Section
10.3
ARTICLE
X
ADMISSION
OF
MEMBERS
Admission
of
Non-Managing
Members
Admission
of
Successor
Managing
Member
Amendment
of
Agreement
and
Certificate
of
Formation
Section
11.1 Section
11.2 Section
11.3 Section
11.4
ARTICLE
XI
WITHDRAWAL
OR
REMOVAL
OF
MEMBERS
Withdrawal
of
the
Managing
Member
Removal
of
the
Managing
Member
Interest
of
Departing
Managing
Member
and
Successor
Managing
Member
Withdrawal
of
Non-Managing
Members
Section
12.1 Section
12.2 Section
12.3 Section
12.4 Section
12.5 Section
12.6 Section
12.7
ARTICLE
XII
DISSOLUTION
AND
LIQUIDATION
Dissolution
Continuation
of
the
Business
of
the
Company
After
Dissolution
Liquidator
Liquidation
Cancellation
of
Certificate
of
Formation
Return
of
Contributions
Waiver
of
Partition
Section
13.1
ARTICLE
XIII
AMENDMENT
OF
OPERATING
AGREEMENT;
MEETINGS;
RECORD
DATE
Amendments
to
be
Adopted
Solely
by
the
Managing
Member
Page
No.
18
19
20
20
20
21
22
23
24
26
26
26
27
27
27
27
28
28
29
29
29
30
30
32
32
32
33
33
33
34
34
34
Section
13.2
Amendment
Procedures
Section
13.3
Amendment
Requirements
Section
13.4
Special
Meetings
Section
13.5
Notice
of
a
Meeting
Section
13.6
Record
Date
Section
13.7
Adjournment
Section
13.8
Waiver
of
Notice;
Approval
of
Meeting;
Approval
of
Minutes
Section
13.9
Quorum
and
Voting
Section
13.10
Conduct
of
a
Meeting
Section
13.11
Action
Without
a
Meeting
Section
13.12
Right
to
Vote
and
Related
Matters
Section
14.1 Section
14.2 Section
14.3 Section
14.4 Section
14.5
ARTICLE
XIV
MERGER
OR
CONSOLIDATION
Authority
Procedure
for
Merger
or
Consolidation
Approval
by
Non-Managing
Members
Certificate
of
Merger
Effect
of
Merger
or
Consolidation
Section
15.1
ARTICLE
XV
RIGHT
TO
ACQUIRE
NON-MANAGING
MEMBERSHIP
INTERESTS
Right
to
Acquire
Non-Managing
Member
Interests
ARTICLE
XVI
GENERAL
PROVISIONS
Section
16.1 Addresses
and
Notices;
Written
Communications Section
16.2
Further
Action Section
16.3
Binding
Effect Section
16.4
Integration Section
16.5
Creditors Section
16.6
Waiver Section
16.7
Third-Party
Beneficiaries Section
16.8
Counterparts Section
16.9
Applicable
Law;
Forum;
Venue
and
Jurisdiction;
Waiver
of
Trial
by
Jury Section
16.10
Invalidity
of
Provisions Section
16.11
Consent
of
Members Section
16.12
Facsimile
Signatures
Page
No.
35
35
36
36
36
37
37
37
38
38
39
39
39
40
41
41
41
43
43
43
43
44
44
44
44
44
45
45
45
SECOND
AMENDED
AND
RESTATED
OPERATING
AGREEMENT
OF
ENLINK
MIDSTREAM,
LLC
THIS
SECOND
AMENDED
AND
RESTATED
OPERATING
AGREEMENT
of
EnLink
Midstream,
LLC
(the
"
Company
"),
dated
as
of
[
·
], 2018,
is
entered
into
by
EnLink
Midstream
Manager,
LLC,
a
Delaware
limited
liability
company,
as
the
Managing
Member,
and
any
other
Persons
who
become Members
in
the
Company
or
parties
hereto
as
provided
herein.
In
consideration
of
the
covenants,
conditions
and
agreements
contained
herein,
the
parties
hereto hereby
agree
as
follows:
ARTICLE
I
DEFINITIONS
Section
1.1
Definitions
.
The
following
definitions
shall
be
for
all
purposes,
unless
otherwise
clearly
indicated
to
the
contrary,
applied
to
the
terms
used in
this
Agreement.
"
Affiliate
"
means,
with
respect
to
any
Person,
any
other
Person
that
directly
or
indirectly
through
one
or
more
intermediaries
controls,
is
controlled
by
or
is under
common
control
with,
the
Person
in
question.
As
used
herein,
the
term
"control"
means
the
possession,
direct
or
indirect,
of
the
power
to
direct
or
cause
the direction
of
the
management
and
policies
of
a
Person,
whether
through
ownership
of
voting
securities,
by
contract
or
otherwise.
"
Agreement
"
means
this
Second
Amended
and
Restated
Operating
Agreement
of
EnLink
Midstream,
LLC,
as
it
may
be
amended,
supplemented
or
restated from
time
to
time.
"
Associate
"
means,
when
used
to
indicate
a
relationship
with
any
Person,
(a)
any
corporation
or
organization
of
which
such
Person
is
a
director,
officer, manager,
general
partner
or
managing
member
or
is,
directly
or
indirectly,
the
owner
of
20%
or
more
of
any
class
of
voting
stock
or
other
voting
interest;
(b)
any trust
or
other
estate
in
which
such
Person
has
at
least
a
20%
beneficial
interest
or
as
to
which
such
Person
serves
as
trustee
or
in
a
similar
fiduciary
capacity;
and (c)
any
relative
or
spouse
of
such
Person,
or
any
relative
of
such
spouse,
who
has
the
same
principal
residence
as
such
Person.
"
Board
of
Directors
"
means
the
board
of
directors
of
the
Managing
Member.
"
Business
Day
"
means
Monday
through
Friday
of
each
week,
except
that
a
legal
holiday
recognized
as
such
by
the
government
of
the
United
States
of America
or
the
State
of
Texas
shall
not
be
regarded
as
a
Business
Day.
"
Capital
Contribution
"
means
any
cash,
cash
equivalents
or
the
fair
market
value
of
property
that
a
Member
contributes
to
the
Company
or
that
is contributed
or
deemed
contributed
to
the
Company
on
behalf
of
a
Member
(including,
in
the
case
of
an
underwritten
offering
of
Units,
the
amount
of
any underwriting
discounts
or
commissions).
ENLINK
MIDSTREAM,
LLC
SECOND
AMENDED
AND
RESTATED
OPERATING
AGREEMENT
"
Cause
"
means
a
court
of
competent
jurisdiction
has
entered
a
final,
non-appealable
judgment
finding
the
Managing
Member
is
liable
to
the
Company
or
any Non-Managing
Member
for
actual
fraud
or
willful
misconduct
in
its
capacity
as
a
managing
member
of
the
Company.
"
Certificate
"
means
a
certificate
in
such
form
(including
in
global
form
if
permitted
by
applicable
rules
and
regulations)
as
may
be
adopted
by
the
Managing Member,
issued
by
the
Company
evidencing
ownership
of
one
or
more
Membership
Interests.
"
Certificate
of
Formation
"
means
the
Certificate
of
Formation
of
the
Company
filed
with
the
Secretary
of
State
of
the
State
of
Delaware
as
referenced
in Section
7.3
,
as
such
Certificate
of
Formation
may
be
amended,
supplemented
or
restated
from
time
to
time.
1
"
Class
C
Common
Unit
"
means
a
Membership
Interest
having
the
rights
and
obligations
specified
with
respect
to
Class
C
Common
Units
in
this
Agreement.
"
Closing
Price
"
means,
in
respect
of
any
class
of
Non-Managing
Member
Interests,
as
of
the
date
of
determination,
the
last
sale
price
on
such
day,
regular way,
or
in
case
no
such
sale
takes
place
on
such
day,
the
average
of
the
closing
bid
and
asked
prices
on
such
day,
regular
way,
in
either
case
as
reported
in
the principal
consolidated
transaction
reporting
system
with
respect
to
securities
listed
or
admitted
to
trading
on
the
principal
National
Securities
Exchange
on
which such
Non-Managing
Member
Interests
are
listed
or
admitted
to
trading
or,
if
such
Non-Managing
Member
Interests
are
not
listed
or
admitted
to
trading
on
any National
Securities
Exchange,
the
last
quoted
price
on
such
day
or,
if
not
so
quoted,
the
average
of
the
high
bid
and
low
asked
prices
on
such
day
in
the
over-thecounter
market,
as
reported
by
the
primary
reporting
system
then
in
use
in
relation
to
such
Non-Managing
Member
Interests
of
such
class,
or,
if
on
any
such
day such
Non-Managing
Member
Interests
of
such
class
are
not
quoted
by
any
such
organization,
the
average
of
the
closing
bid
and
asked
prices
on
such
day
as furnished
by
a
professional
market
maker
making
a
market
in
such
Non-Managing
Member
Interests
of
such
class
selected
by
the
Managing
Member,
or
if
on
any such
day
no
market
maker
is
making
a
market
in
such
Non-Managing
Member
Interests
of
such
class,
the
fair
value
of
such
Non-Managing
Member
Interests
on such
day
as
determined
by
the
Managing
Member.
"
Code
"
means
the
U.S.
Internal
Revenue
Code
of
1986,
as
amended
and
in
effect
from
time
to
time.
Any
reference
herein
to
a
specific
section
or
sections
of the
Code
shall
be
deemed
to
include
a
reference
to
any
corresponding
provision
of
any
successor
law.
"
Combined
Interest
"
is
defined
in
Section
11.3(a)
.
"
Commission
"
means
the
United
States
Securities
and
Exchange
Commission.
"
Common
Unit
"
means
a
Membership
Interest
having
the
rights
and
obligations
specified
with
respect
to
Common
Units
in
this
Agreement.
The
term "Common
Unit"
does
not
refer
to
or
include
any
Class
C
Common
Unit.
"
Company
"
means
EnLink
Midstream,
LLC,
a
Delaware
limited
liability
company.
"
Company
Group
"
means,
collectively,
the
Company
and
its
Subsidiaries.
"
Conflicts
Committee
"
means
a
committee
of
the
Board
of
Directors
composed
entirely
of
two
or
more
directors,
each
of
whom
(a)
is
not
an
officer
or employee
of
the
Managing
Member,
(b)
is
not
an
officer
or
employee
of
any
Affiliate
of
the
Managing
Member
or
a
director
of
any
Affiliate
of
the
Managing Member
(other
than
any
Group
Member),
(c)
is
not
a
holder
of
any
ownership
interest
in
the
Managing
Member
or
any
of
its
Affiliates,
including
any
Group Member,
other
than
Common
Units
and
awards
that
are
granted
to
such
director
under
the
LTIP
and
(d)
is
determined
by
the
Board
of
Directors
of
the
Managing Member
to
be
independent
under
the
independence
standards
for
directors
who
serve
on
an
audit
committee
of
a
board
of
directors
established
by
the
Securities Exchange
Act
and
the
rules
and
regulations
of
the
Commission
thereunder
and
by
the
National
Securities
Exchange
on
which
any
class
of
Membership
Interests
is listed
or
admitted
to
trading
(or,
if
the
Membership
Interests
are
not
listed
or
admitted
on
any
National
Securities
Exchange,
the
New
York
Stock
Exchange).
"
Credit
Agreement
"
means
the
Credit
Agreement
dated
as
of
[
·
],
among
the
Company,
as
borrower,
the
lenders
party
thereto
from
time
to
time,
and [
·
],
as
administrative
agent
for
the
lenders,
as
such
agreement
is
in
effect
on
the
date
of
this
Second
Amended
and
Restated
Operating
Agreement
of
the Company.
"
Current
Market
Price
"
means,
in
respect
of
any
class
of
Non-Managing
Member
Interests,
as
of
the
date
of
determination,
the
average
of
the
daily
Closing Prices
per
Non-Managing
Member
Interest
of
such
class
for
the
20
consecutive
Trading
Days
immediately
prior
to
such
date.
2
"
Delaware
Act
"
means
the
Delaware
Limited
Liability
Company
Act,
6
Del.
C.
Section
18-101,
et
seq.,
as
amended,
supplemented
or
restated
from
time
to time,
and
any
successor
to
such
statute.
"
Departing
Managing
Member
"
means
a
former
Managing
Member
from
and
after
the
effective
date
of
any
withdrawal
or
removal
of
such
former
Managing Member
pursuant
to
Section
11.1
or
11.2
.
"
Depositary
"
means,
with
respect
to
any
Units
issued
in
global
form,
The
Depository
Trust
Company
and
its
successors
and
permitted
assigns.
"
Derivative
Instruments
"
means
options,
rights,
warrants,
appreciation
rights,
tracking,
profit
and
phantom
interests
and
other
derivative
instruments
(other than
equity
interests
in
the
Company)
relating
to,
convertible
into
or
exchangeable
for
Membership
Interests;
provided
that
Class
C
Common
Units
are
not Derivative
Instruments.
"
Enfield
Holdings
"
means
Enfield
Holdings,
L.P.,
a
Delaware
limited
partnership,
and
any
successors
thereto.
"
EnLink
Midstream
Group
Member
"
means
each
of
the
Company
and
its
Subsidiaries,
but
excluding
ENLK
and
its
Subsidiaries
(other
than
EnLink Oklahoma
Gas
Processing,
LP
for
so
long
as
the
Company
owns
an
equity
interest
thereof).
"
ENLK
"
means
EnLink
Midstream
Partners,
LP,
and
any
successors
thereto.
"
ENLK
Merger
Agreement
"
means
the
Agreement
and
Plan
of
Merger,
dated
as
of
October
21,
2018,
among
the
Managing
Member,
the
Company,
NOLA Merger
Sub,
LLC,
a
Delaware
limited
liability
company,
ENLK,
and
EnLink
Midstream
GP,
LLC,
a
Delaware
limited
liability
company
and
the
general
partner
of ENLK.
"
ENLK
Partnership
Agreement
"
means
the
Tenth
Amended
and
Restated
Agreement
of
Limited
Partnership
of
EnLink
Midstream
Partners,
LP,
dated
as
of [
·
],
as
it
may
be
amended,
supplemented,
or
restated
from
time
to
time.
"
ENLK
Series
B
Cash
Payment
Amount
"
means
the
"Series
B
Cash
Payment
Amount"
as
such
term
is
defined
in
the
ENLK
Partnership
Agreement.
"
ENLK
Series
B
Junior
Securities
"
means
(i)
Common
Units
and
(ii)
any
other
class
or
series
of
Membership
Interests
that,
with
respect
to
distributions
on such
Membership
Interests
and
distributions
upon
liquidation
of
the
Company,
ranks
junior
to
the
ENLK
Series
B
Preferred
Units.
"
ENLK
Series
B
Parity
Securities
"
means
any
class
or
series
of
Membership
Interests
that,
with
respect
to
distributions
on
such
Membership
Interests
or distributions
upon
liquidation
of
the
Company,
ranks
pari
passu
with
the
ENLK
Series
B
Preferred
Units.
"
ENLK
Series
B
Preferred
Unit
"
means
a
partnership
interest
in
EnLink
Midstream
Partners,
LP
having
the
rights
and
obligations
specified
with
respect
to the
"Series
B
Preferred
Units"
in
the
ENLK
Partnership
Agreement.
"
ENLK
Series
B
Quarterly
Distribution
"
means
a
"Series
B
Quarterly
Distribution"
as
such
term
is
defined
in
the
ENLK
Partnership
Agreement.
"
ENLK
Series
B
Senior
Securities
"
means
any
class
or
series
of
Membership
Interests
that,
with
respect
to
distributions
on
such
Membership
Interests
or distributions
upon
liquidation
of
the
Company,
ranks
senior
to
the
ENLK
Series
B
Preferred
Units.
"
ENLK
Unitholders
"
means
a
Person
who
receives
the
Merger
Consideration
(as
defined
in
the
ENLK
Merger
Agreement)
in
exchange
for
one
or
more Partnership
Common
Units
(as
defined
in
the
ENLK
Merger
Agreement)
pursuant
to
the
ENLK
Merger
Agreement.
"
Event
of
Withdrawal
"
is
defined
in
Section
11.1(a)
.
3
"
Group
"
means
two
or
more
Persons
that
with
or
through
any
of
their
respective
Affiliates
or
Associates
have
any
contract,
arrangement,
understanding
or relationship
for
the
purpose
of
acquiring,
holding,
voting
(except
voting
pursuant
to
a
revocable
proxy
or
consent
given
to
such
Person
in
response
to
a
proxy
or consent
solicitation
made
to
10
or
more
Persons),
exercising
investment
power
or
disposing
of
any
Membership
Interests
with
any
other
Person
that
beneficially owns,
or
whose
Affiliates
or
Associates
beneficially
own,
directly
or
indirectly,
Membership
Interests.
"
Group
Member
"
means
a
member
of
the
Company
Group.
"
Group
Member
Agreement
"
means
the
partnership
agreement
of
any
Group
Member
that
is
a
limited
or
general
partnership,
the
limited
liability
company agreement
of
any
Group
Member,
other
than
the
Company,
that
is
a
limited
liability
company,
the
certificate
of
incorporation
and
bylaws
or
similar
organizational documents
of
any
Group
Member
that
is
a
corporation,
the
joint
venture
agreement
or
similar
governing
document
of
any
Group
Member
that
is
a
joint
venture
and the
governing
or
organizational
or
similar
documents
of
any
other
Group
Member
that
is
a
Person
other
than
a
limited
or
general
partnership,
limited
liability company,
corporation
or
joint
venture,
as
such
may
be
amended,
supplemented
or
restated
from
time
to
time.
"
Indemnitee
"
means
(a)
any
Managing
Member,
(b)
any
Departing
Managing
Member,
(c)
any
Person
who
is
or
was
an
Affiliate
of
the
Managing
Member or
any
Departing
Managing
Member,
(d)
any
Person
who
is
or
was
a
manager,
managing
member,
general
partner,
director,
officer,
employee,
agent,
fiduciary
or trustee
of
any
(i)
EnLink
Midstream
Group
Member,
a
Managing
Member
or
any
Departing
Managing
Member
or
(ii)
any
Affiliate
of
any
EnLink
Midstream Group
Member,
a
Managing
Member
or
any
Departing
Managing
Member,
(e)
any
Person
who
is
or
was
serving
at
the
request
of
a
Managing
Member,
any Departing
Managing
Member
or
any
of
their
respective
Affiliates
as
an
officer,
director,
manager,
managing
member,
general
partner,
employee,
agent,
fiduciary or
trustee
of
another
Person
owing
a
fiduciary
or
similar
duty
to
any
EnLink
Midstream
Group
Member;
provided
that
a
Person
shall
not
be
an
Indemnitee
by reason
of
providing,
on
a
fee-for-services
basis,
trustee,
fiduciary
or
custodial
services
and
(f)
any
Person
the
Managing
Member
designates
as
an
"Indemnitee"
for purposes
of
this
Agreement
because
such
Person's
service,
status
or
relationship
exposes
such
Person
to
potential
claims,
demands,
actions,
suits
or
proceedings relating
to
the
business
and
affairs
of
any
EnLink
Midstream
Group
Member.
"
Initial
Non-Managing
Members
"
means
each
Person
who
holds
Common
Units
as
of
the
date
of
this
Agreement.
"
Liquidator
"
means
one
or
more
Persons
selected
by
the
Managing
Member
to
perform
the
functions
described
in
Section
12.4
as
liquidating
trustee
of
the Company
within
the
meaning
of
the
Delaware
Act.
"
LTIP
"
means
benefit
plans,
programs
and
practices
adopted
by
the
Managing
Member
pursuant
to
Section
7.5(c)
.
"
Managing
Member
"
means
EnLink
Midstream
Manager,
LLC,
a
Delaware
limited
liability
company,
and
its
successors
and
permitted
assigns
that
are admitted
to
the
Company
as
managing
member
of
the
Company,
in
their
capacities
as
managing
member
of
the
Company
(except
as
the
context
otherwise requires).
"
Managing
Member
Interest
"
means
the
non-economic
management
interest
of
the
Managing
Member
in
the
Company
(in
its
capacity
as
a
managing member
and
without
reference
to
any
Non-Managing
Member
Interest
held
by
it)
and
includes
any
and
all
rights,
powers
and
benefits
to
which
the
Managing Member
is
entitled
as
provided
in
this
Agreement,
together
with
all
obligations
of
the
Managing
Member
to
comply
with
the
terms
and
provisions
of
this Agreement.
The
Managing
Member
Interest
does
not
include
any
rights
to
profits
or
losses
or
any
rights
to
receive
distributions
from
operations
or
upon
the liquidation
or
winding-up
of
the
Company.
4
"
Members
"
means
the
Managing
Member
and
the
Non-Managing
Members.
"
Membership
Interest
"
means
any
class
or
series
of
equity
interest
(or,
in
the
case
of
the
Managing
Member,
management
interest)
in
the
Company,
which shall
include
any
Managing
Member
Interest
and
Non-Managing
Member
Interests
but
shall
exclude
all
Derivative
Instruments.
"
Merger
Agreement
"
is
defined
in
Section
14.1
.
"
National
Securities
Exchange
"
means
an
exchange
registered
with
the
Commission
under
Section
6(a)
of
the
Securities
Exchange
Act
(or
any
successor
to such
Section).
"
Non-Managing
Member
"
means,
unless
the
context
otherwise
requires,
each
Initial
Non-Managing
Member
and
each
additional
Person
that
becomes
a
NonManaging
Member
pursuant
to
the
terms
of
this
Agreement,
in
each
case,
in
such
Person's
capacity
as
a
member
(other
than
a
managing
member)
of
the
Company.
"
Non-Managing
Member
Interest
"
means
the
ownership
interest
of
a
Non-Managing
Member
in
the
Company,
which
may
be
evidenced
by
Common
Units, Class
C
Common
Units,
or
other
Membership
Interests
(other
than
the
Managing
Member
Interest)
or
a
combination
thereof
or
interest
therein,
and
includes
any and
all
benefits
to
which
such
Non-Managing
Member
is
entitled
as
provided
in
this
Agreement,
together
with
all
obligations
of
such
Non-Managing
Member
to comply
with
the
terms
and
provisions
of
this
Agreement.
"
Notice
of
Election
to
Purchase
"
is
defined
in
Section
15.1(b)
.
"
Opinion
of
Counsel
"
means
a
written
opinion
of
counsel
(who
may
be
regular
counsel
to
the
Company
or
the
Managing
Member
or
any
of
its
Affiliates) acceptable
to
the
Managing
Member.
"
Outstanding
"
means,
with
respect
to
Membership
Interests,
all
Membership
Interests
that
are
issued
by
the
Company
and
reflected
as
outstanding
on
the Company's
books
and
records
as
of
the
date
of
determination;
provided
,
however
,
that
if
at
any
time
any
Person
or
Group
(other
than
the
Managing
Member
or
its Affiliates)
beneficially
owns
20%
or
more
of
the
Membership
Interests
of
any
class,
none
of
the
Membership
Interests
owned
by
such
Person
or
Group
shall
be entitled
to
be
voted
on
any
matter
or
be
considered
to
be
Outstanding
when
sending
notices
of
a
meeting
of
Non-Managing
Members
to
vote
on
any
matter
(unless otherwise
required
by
law),
calculating
required
votes,
determining
the
presence
of
a
quorum
or
for
other
similar
purposes
under
this
Agreement
(such
Membership Interests
shall
not,
however,
be
treated
as
a
separate
class
of
Membership
Interests
for
purposes
of
this
Agreement
or
the
Delaware
Act);
provided
,
further
,
that the
foregoing
limitation
shall
not
apply
to
(i)
any
Person
or
Group
who
acquired
20%
or
more
of
the
Membership
Interests
of
any
class
directly
from
the
Managing Member
or
its
Affiliates
(other
than
the
Company),
(ii)
any
Person
or
Group
who
acquired
20%
or
more
of
the
Membership
Interests
of
any
class
directly
or indirectly
from
a
Person
or
Group
described
in
clause
(i)
provided
that
the
Managing
Member
shall
have
notified
such
Person
or
Group
in
writing
that
such limitation
shall
not
apply,
or
(iii)
any
Person
or
Group
who
acquired
20%
or
more
of
any
Membership
Interests
issued
by
the
Company
with
the
written
approval
of the
Managing
Member.
For
the
avoidance
of
doubt,
the
Board
of
Directors
has
approved
(A)
the
issuance
of
Common
Units
as
Merger
Consideration
(as
defined
in the
ENLK
Merger
Agreement)
pursuant
to
the
ENLK
Merger
Agreement,
and
(B)
the
issuance
of
the
Class
C
Common
Units
to
Enfield
Holdings
in
accordance with
clause
(iii)
of
the
immediately
preceding
sentence,
and
any
additional
Class
C
Common
Units
issued
pursuant
to
Section
5.10
or
Common
Units
issued
upon the
exchange
of
ENLK
Series
B
Preferred
Units
pursuant
to
the
terms
hereof
and
of
the
ENLK
Partnership
Agreement
shall
be
deemed
to
be
approved
by
the Board
of
Directors
in
accordance
with
clause
(iii)
of
the
immediately
preceding
sentence,
and
the
foregoing
limitations
of
the
immediately
preceding
sentence
shall not
apply
to
Enfield
Holdings
with
respect
to
its
ownership
(beneficially
or
of
record)
of
the
Class
C
Common
Units
or
Common
Units
issued
or
issuable
upon
the exchange
of
5
ENLK
Series
B
Preferred
Units
pursuant
to
the
terms
hereof
and
of
the
ENLK
Partnership
Agreement.
"
Percentage
Interest
"
means,
as
of
any
date
of
determination,
as
to
any
Unitholder
with
respect
to
Units,
the
quotient
obtained
by
dividing
(A)
the
number
of Units
held
by
such
Unitholder
by
(B)
the
total
number
of
Outstanding
Units.
The
Percentage
Interest
with
respect
to
the
Managing
Member
Interest
shall
at
all times
be
zero.
"
Person
"
means
an
individual
or
a
corporation,
firm,
limited
liability
company,
partnership,
joint
venture,
trust,
unincorporated
organization,
association, government
agency
or
political
subdivision
thereof
or
other
entity.
"
Pro
Rata
"
means
(a)
when
used
with
respect
to
Units
or
any
class
thereof,
apportioned
among
all
designated
Units
in
accordance
with
their
relative Percentage
Interests,
and
(b)
when
used
with
respect
to
Members
or
Record
Holders,
apportioned
among
all
Members
or
Record
Holders
in
accordance
with
their relative
Percentage
Interests.
"
Purchase
Date
"
means
the
date
determined
by
the
Managing
Member
as
the
date
for
purchase
of
all
Outstanding
Non-Managing
Member
Interests
of
a certain
class
(other
than
Non-Managing
Member
Interests
owned
by
the
Managing
Member
and
its
Affiliates)
pursuant
to
Article
XV
.
"
Quarter
"
means,
unless
the
context
requires
otherwise,
a
fiscal
quarter
of
the
Company.
"
Record
Date
"
means
the
date
established
by
the
Managing
Member
or
otherwise
in
accordance
with
this
Agreement
for
determining
(a)
the
identity
of
the Record
Holders
entitled
to
notice
of,
or
to
vote
at,
any
meeting
of
Non-Managing
Members
or
entitled
to
vote
by
ballot
or
give
approval
of
Company
action
in writing
without
a
meeting
or
entitled
to
exercise
rights
in
respect
of
any
lawful
action
of
Non-Managing
Members
or
(b)
the
identity
of
Record
Holders
entitled
to receive
any
report
or
distribution
or
to
participate
in
any
offer.
"
Record
Holder
"
means
(a)
with
respect
to
any
class
of
Membership
Interests
for
which
a
Transfer
Agent
has
been
appointed,
the
Person
in
whose
name
a Membership
Interest
of
such
class
is
registered
on
the
books
of
the
Transfer
Agent
as
of
the
closing
of
business
on
a
particular
Business
Day,
or
(b)
with
respect
to other
classes
of
Membership
Interests,
the
Person
in
whose
name
any
such
other
Membership
Interest
is
registered
on
the
books
that
the
Managing
Member
has caused
to
be
kept
as
of
the
closing
of
business
on
such
Business
Day.
"
Registration
Statement
"
means
the
Registration
Statement
on
Form
S-4
(Registration
No.
333-[
·
]
as
it
has
been
or
as
it
may
be
amended
or supplemented
from
time
to
time,
as
filed
by
the
Company
with
the
Commission,
under
the
Securities
Act
to
register
the
offering
of
Common
Units
pursuant
to
the ENLK
Merger
Agreement.
"
Securities
Act
"
means
the
Securities
Act
of
1933,
as
amended,
supplemented
or
restated
from
time
to
time
and
any
successor
to
such
statute.
"
Securities
Exchange
Act
"
means
the
Securities
Exchange
Act
of
1934,
as
amended,
supplemented
or
restated
from
time
to
time
and
any
successor
to
such statute.
"
Special
Approval
"
means
approval
by
a
majority
of
the
members
of
the
Conflicts
Committee,
acting
pursuant
to
Section
7.9(a)
.
"
Subsidiary
"
means,
with
respect
to
any
Person,
(a)
a
corporation
of
which
more
than
50%
of
the
voting
power
of
shares
entitled
(without
regard
to
the occurrence
of
any
contingency)
to
vote
in
the
election
of
directors
or
other
governing
body
of
such
corporation
is
owned,
directly
or
indirectly,
at
the
date
of determination,
by
such
Person,
by
one
or
more
Subsidiaries
of
such
Person
or
a
combination
thereof,
(b)
a
partnership
(whether
general
or
limited)
in
which
such Person
or
a
Subsidiary
of
such
Person
is,
at
the
date
of
determination,
a
general
partner
of
such
partnership,
but
only
if
such
Person,
6
directly
or
by
one
or
more
Subsidiaries
of
such
Person,
or
a
combination
thereof,
controls
such
partnership
on
the
date
of
determination,
or
(c)
any
other
Person
in which
such
Person,
one
or
more
Subsidiaries
of
such
Person,
or
a
combination
thereof,
directly
or
indirectly,
at
the
date
of
determination,
has
(i)
a
majority ownership
interest
or
(ii)
the
power
to
elect
or
direct
the
election
of
a
majority
of
the
directors
or
other
governing
body
of
such
Person.
"
Surviving
Business
Entity
"
is
defined
in
Section
14.2(b)(ii)
.
"
Trading
Day
"
means
a
day
on
which
the
principal
National
Securities
Exchange
on
which
the
referenced
Membership
Interests
of
any
class
are
listed
or admitted
to
trading
is
open
for
the
transaction
of
business
or,
if
such
Membership
Interests
are
not
listed
or
admitted
to
trading
on
any
National
Securities Exchange,
a
day
on
which
banking
institutions
in
New
York
City
generally
are
open.
"
transfer
"
is
defined
in
Section
4.4(a)
.
"
Transfer
Agent
"
means
such
bank,
trust
company,
or
other
Person
(including
the
Managing
Member
or
one
of
its
Affiliates)
as
may
be
appointed
from
time to
time
by
the
Managing
Member
to
act
as
registrar
and
transfer
agent
for
any
class
of
Membership;
provided
,
that
if
no
such
Person
is
appointed
as
registrar
and transfer
agent
for
any
class
of
Membership
Interests,
the
Managing
Member
shall
act
in
such
capacity.
"
Unit
"
means
a
Membership
Interest
that
is
designated
as
a
"Unit"
and
shall
include
Common
Units
and
Class
C
Common
Units
but
shall
not
include
the Managing
Member
Interest.
"
Unitholders
"
means
the
Record
Holders
of
Units.
"
Unit
Majority
"
means
a
majority
of
the
Units.
"
Unrestricted
Person
"
means
(a)
each
Indemnitee,
(b)
each
Member,
(c)
each
Person
who
is
or
was
a
member,
partner,
director,
officer,
employee
or
agent of
any
Group
Member,
a
Managing
Member
or
any
Departing
Managing
Member,
or
any
Affiliate
of
any
Group
Member,
a
Managing
Member
or
any
Departing Managing
Member,
and
(d)
any
Person
the
Managing
Member
designates
as
an
"Unrestricted
Person"
for
purposes
of
this
Agreement.
"
U.S.
GAAP
"
means
United
States
generally
accepted
accounting
principles,
as
in
effect
from
time
to
time,
consistently
applied.
"
Withdrawal
Opinion
of
Counsel
"
is
defined
in
Section
11.1(b)
.
Section
1.2
Construction
.
Unless
the
context
requires
otherwise:
(a)
any
pronoun
used
in
this
Agreement
shall
include
the
corresponding
masculine, feminine
or
neuter
forms;
(b)
references
to
Articles
and
Sections
refer
to
Articles
and
Sections
of
this
Agreement;
(c)
the
terms
"include,"
"includes,"
"including," and
words
of
like
import
shall
be
deemed
to
be
followed
by
the
words
"without
limitation";
and
(d)
the
terms
"hereof,"
"herein,"
and
"hereunder"
refer
to
this Agreement
as
a
whole
and
not
to
any
particular
provision
of
this
Agreement.
The
table
of
contents
and
headings
contained
in
this
Agreement
are
for
reference purposes
only,
and
shall
not
affect
in
any
way
the
meaning
or
interpretation
of
this
Agreement.
The
Managing
Member
has
the
power
to
construe
and
interpret
this Agreement
and
to
act
upon
any
such
construction
or
interpretation.
Any
construction
or
interpretation
of
this
Agreement
by
the
Managing
Member
and
any
action taken
pursuant
thereto
and
any
determination
made
by
the
Managing
Member
in
good
faith
shall,
in
each
case,
be
conclusive
and
binding
on
all
Record
Holders and
all
other
Persons
for
all
purposes.
7
ARTICLE
II
ORGANIZATION
Section
2.1
Formation
.
The
Managing
Member
has
previously
formed
the
Company
as
a
limited
liability
company
pursuant
to
the
provisions
of
the Delaware
Act.
This
amendment
and
restatement
shall
become
effective
on
the
date
of
this
Agreement.
Except
as
expressly
provided
to
the
contrary
in
this Agreement,
the
rights,
duties
(including
fiduciary
duties),
liabilities
and
obligations
of
the
Members
and
the
administration,
dissolution
and
termination
of
the Company
shall
be
governed
by
the
Delaware
Act.
Section
2.2
Name
.
The
name
of
the
Company
shall
be
"EnLink
Midstream,
LLC."
The
Company's
business
may
be
conducted
under
any
other
name
or names
as
determined
by
the
Managing
Member,
including
the
name
of
the
Managing
Member.
The
words
"Limited
Liability
Company,"
"L.L.C.,"
or
"LLC,"
or similar
words
or
letters
shall
be
included
in
the
Company's
name
where
necessary
for
the
purpose
of
complying
with
the
laws
of
any
jurisdiction
that
so
requires. The
Managing
Member
may
change
the
name
of
the
Company
at
any
time
and
from
time
to
time
and
shall
notify
the
Non-Managing
Members
of
such
change
in the
next
regular
communication
to
the
Non-Managing
Members.
Section
2.3
Registered
Office;
Registered
Agent;
Principal
Office;
Other
Offices
.
Unless
and
until
changed
by
the
Managing
Member,
the
registered office
of
the
Company
in
the
State
of
Delaware
shall
be
located
at
Corporation
Trust
Center,
1209
Orange
Street,
Wilmington,
Delaware
19801,
and
the
registered agent
for
service
of
process
on
the
Company
in
the
State
of
Delaware
at
such
registered
office
shall
be
The
Corporation
Trust
Company.
The
principal
office
of
the Company
shall
be
located
at1722
Routh
Street,
Suite
1300,
Dallas,
Texas
75201,
or
such
other
place
as
the
Managing
Member
may
from
time
to
time
designate
by notice
to
the
Non-Managing
Members.
The
Company
may
maintain
offices
at
such
other
place
or
places
within
or
outside
the
State
of
Delaware
as
the
Managing Member
determines
to
be
necessary
or
appropriate.
Section
2.4
Purpose
and
Business
.
The
purpose
and
nature
of
the
business
to
be
conducted
by
the
Company
shall
be
to
(a)
engage
directly
in,
or
enter into
or
form,
hold,
and
dispose
of
any
corporation,
partnership,
joint
venture,
limited
liability
company,
or
other
arrangement
to
engage
indirectly
in,
any
business activity
that
is
approved
by
the
Managing
Member,
in
its
sole
discretion,
and
that
lawfully
may
be
conducted
by
a
limited
liability
company
organized
pursuant
to the
Delaware
Act
and,
in
connection
therewith,
to
exercise
all
of
the
rights
and
powers
conferred
upon
the
Company
pursuant
to
the
agreements
relating
to
such business
activity,
and
(b)
do
anything
necessary
or
appropriate
to
the
foregoing,
including
the
making
of
capital
contributions
or
loans
to
a
Group
Member.
To
the fullest
extent
permitted
by
law,
the
Managing
Member
shall
have
no
duty
or
obligation
to
propose
or
approve,
and
may,
in
its
sole
discretion,
decline
to
propose
or approve,
the
conduct
by
the
Company
Group
of
any
business.
Section
2.5
Powers
.
The
Company
shall
be
empowered
to
do
any
and
all
acts
and
things
necessary,
appropriate,
proper,
advisable,
incidental
to,
or convenient
for
the
furtherance
and
accomplishment
of
the
purposes
and
business
described
in
Section
2.4
and
for
the
protection
and
benefit
of
the
Company.
Section
2.6
Term
.
The
term
of
the
Company
commenced
upon
the
filing
of
the
Certificate
of
Formation
in
accordance
with
the
Delaware
Act
and
shall continue
in
existence
until
the
dissolution
of
the
Company
in
accordance
with
the
provisions
of
Article
XII
.
The
existence
of
the
Company
as
a
separate
legal entity
shall
continue
until
the
cancellation
of
the
Certificate
of
Formation
as
provided
in
the
Delaware
Act.
8
Section
2.7
Title
to
Company
Assets
.
Title
to
Company
assets,
whether
real,
personal
or
mixed
and
whether
tangible
or
intangible,
shall
be
deemed
to
be owned
by
the
Company
as
an
entity,
and
no
Member,
individually
or
collectively,
shall
have
any
ownership
interest
in
such
Company
assets
or
any
portion
thereof. Title
to
any
or
all
of
the
Company
assets
may
be
held
in
the
name
of
the
Company,
the
Managing
Member,
one
or
more
of
its
Affiliates
or
one
or
more
nominees, as
the
Managing
Member
may
determine.
The
Managing
Member
hereby
declares
and
warrants
that
any
Company
assets
for
which
record
title
is
held
in
the
name of
the
Managing
Member
or
one
or
more
of
its
Affiliates
or
one
or
more
nominees
shall
be
held
by
the
Managing
Member
or
such
Affiliate
or
nominee
for
the
use and
benefit
of
the
Company
in
accordance
with
the
provisions
of
this
Agreement;
provided
,
however
,
that
the
Managing
Member
shall
use
reasonable
efforts
to cause
record
title
to
such
assets
(other
than
those
assets
in
respect
of
which
the
Managing
Member
determines
that
the
expense
and
difficulty
of
conveyancing makes
transfer
of
record
title
to
the
Company
impracticable)
to
be
vested
in
the
Company
or
one
or
more
of
the
Company's
designated
Affiliates
as
soon
as reasonably
practicable;
provided
,
further
,
that,
prior
to
the
withdrawal
or
removal
of
the
Managing
Member
or
as
soon
thereafter
as
practicable,
the
Managing Member
shall
use
reasonable
efforts
to
effect
the
transfer
of
record
title
to
the
Company
and,
prior
to
any
such
transfer,
will
provide
for
the
use
of
such
assets
in
a manner
satisfactory
to
the
Managing
Member.
All
Company
assets
shall
be
recorded
as
the
property
of
the
Company
in
its
books
and
records,
irrespective
of
the name
in
which
record
title
to
such
Company
assets
is
held.
ARTICLE
III
RIGHTS
OF
MEMBERS
Section
3.1
Limitation
of
Liability
.
The
Members
shall
have
no
liability
under
this
Agreement
except
as
expressly
provided
in
this
Agreement
or
the Delaware
Act.
Section
3.2
Management
of
Business
.
No
Non-Managing
Member,
in
its
capacity
as
such,
shall
participate
in
the
operation,
management
or
control
of the
Company's
business,
transact
any
business
in
the
Company's
name,
or
have
the
power
to
sign
documents
for
or
otherwise
bind
the
Company.
Section
3.3
Outside
Activities
of
the
Non-Managing
Members
.
Subject
to
the
provisions
of
Section
7.6
,
which
shall
continue
to
be
applicable
to
the Persons
referred
to
therein,
regardless
of
whether
such
Persons
shall
also
be
Non-Managing
Members,
each
Non-Managing
Member
shall
be
entitled
to
and
may have
business
interests
and
engage
in
business
activities
in
addition
to
those
relating
to
the
Company,
including
business
interests
and
activities
in
direct competition
with
the
Company
Group.
Neither
the
Company
nor
any
of
the
other
Members
shall
have
any
rights
by
virtue
of
this
Agreement
in
any
business ventures
of
any
Non-Managing
Member.
Section
3.4
Rights
of
Non-Managing
Members.
(a)
Each
Non-Managing
Member
shall
have
the
right,
for
a
purpose
that
is
reasonably
related,
as
determined
by
the
Managing
Member,
to
such
NonManaging
Member's
interest
as
a
Non-Managing
Member
in
the
Company,
upon
reasonable
written
demand
stating
the
purpose
of
such
demand
and
at such
Non-Managing
Member's
own
expense,
to
obtain:
(i)
true
and
full
information
regarding
the
status
of
the
business
and
financial
condition
of
the
Company
(provided
that
the
requirements
of this
Section
3.4(a)(i)
shall
be
satisfied
to
the
extent
the
Non-Managing
Member
is
furnished
the
Company's
most
recent
annual
report
and
any subsequent
quarterly
or
periodic
reports
required
to
be
filed
(or
which
would
be
required
to
be
filed)
with
the
Commission
pursuant
to
Section
13
of the
Exchange
Act);
(ii)
a
current
list
of
the
name
and
last
known
business,
residence,
or
mailing
address
of
each
Record
Holder;
and
9
(iii)
a
copy
of
this
Agreement
and
the
Certificate
of
Formation
and
all
amendments
thereto,
together
with
copies
of
the
executed
copies
of
all powers
of
attorney
pursuant
to
which
this
Agreement,
the
Certificate
of
Formation,
and
all
amendments
thereto
have
been
executed.
(b)
The
rights
to
information
granted
the
Non-Managing
Members
pursuant
to
Section
3.4(a)
and
Section
8.3
replace
in
their
entirety
any
rights
to information
provided
for
in
Section
18-305(a)
of
the
Delaware
Act
and
each
of
the
Members
and
each
other
Person
or
Group
who
acquires
an
interest
in Membership
Interests
hereby
agrees
to
the
fullest
extent
permitted
by
law
that
they
do
not
have
any
rights
as
Members
to
receive
any
information
either pursuant
to
Sections
18-305(a)
of
the
Delaware
Act
or
otherwise
except
for
the
information
identified
in
Section
3.4(a)
.
(c)
The
Managing
Member
may
keep
confidential
from
the
Non-Managing
Members,
for
such
period
of
time
as
the
Managing
Member
deems reasonable,
(i)
any
information
that
the
Managing
Member
reasonably
believes
to
be
in
the
nature
of
trade
secrets
or
(ii)
other
information
the
disclosure
of which
the
Managing
Member
believes
(A)
is
not
in
the
best
interests
of
the
Company
Group,
(B)
could
damage
the
Company
Group
or
its
business
or (C)
that
any
Group
Member
is
required
by
law
or
by
agreement
with
any
third
party
to
keep
confidential
(other
than
agreements
with
Affiliates
of
the Company
the
primary
purpose
of
which
is
to
circumvent
the
obligations
set
forth
in
this
Section
3.4
).
(d)
Notwithstanding
any
other
provision
of
this
Agreement
or
Section
18-305
of
the
Delaware
Act,
each
of
the
Members,
each
other
Person
who acquires
an
interest
in
a
Membership
Interest
and
each
other
Person
bound
by
this
Agreement
hereby
agrees
to
the
fullest
extent
permitted
by
law
that
they do
not
have
rights
to
receive
information
from
the
Company
or
any
Indemnitee
for
the
purpose
of
determining
whether
to
pursue
litigation
or
assist
in pending
litigation
against
the
Company
or
any
Indemnitee
relating
to
the
affairs
of
the
Company
except
pursuant
to
the
applicable
rules
of
discovery relating
to
litigation
commenced
by
such
Person.
ARTICLE
IV
CERTIFICATES;
RECORD
HOLDERS;
TRANSFER
OF
MEMBERSHIP
INTERESTS;
REDEMPTION
OF
MEMBERSHIP
INTERESTS
Section
4.1
Certificates
.
Notwithstanding
anything
to
the
contrary
herein,
unless
the
Managing
Member
shall
determine
otherwise
in
respect
of
some
or all
of
any
or
all
classes
of
Membership
Interests,
Membership
Interests
shall
not
be
evidenced
by
certificates.
Any
Certificates
that
are
issued
shall
be
executed
on behalf
of
the
Company
by
the
Chairman
of
the
Board,
Chief
Executive
Officer,
President,
or
any
Executive
Vice
President
or
Vice
President
and
the
Chief Financial
Officer
or
the
Secretary
or
any
Assistant
Secretary
of
the
Managing
Member.
No
Certificate
for
a
class
of
Membership
Interests
shall
be
valid
for
any purpose
until
it
has
been
countersigned
by
the
Transfer
Agent
for
such
class
of
Membership
Interests;
provided
,
however
,
that
if
the
Managing
Member
elects
to cause
the
Company
to
issue
Membership
Interests
of
such
class
in
global
form,
the
Certificate
shall
be
valid
upon
receipt
of
a
certificate
from
the
Transfer
Agent certifying
that
the
Membership
Interests
have
been
duly
registered
in
accordance
with
the
directions
of
the
Company.
Section
4.2
Mutilated,
Destroyed,
Lost,
or
Stolen
Certificates.
(a)
If
any
mutilated
Certificate
is
surrendered
to
the
Transfer
Agent,
the
appropriate
officers
of
the
Managing
Member
on
behalf
of
the
Company shall
execute,
and
the
Transfer
Agent
shall
countersign
and
deliver
in
exchange
therefor,
a
new
Certificate
evidencing
the
same
number
and
type
of Membership
Interests
as
the
Certificate
so
surrendered.
10
(b)
The
appropriate
officers
of
the
Managing
Member
on
behalf
of
the
Company
shall
execute
and
deliver,
and
the
Transfer
Agent
shall
countersign, a
new
Certificate
in
place
of
any
Certificate
previously
issued
if
the
Record
Holder
of
the
Certificate:
(i)
makes
proof
by
affidavit,
in
form
and
substance
satisfactory
to
the
Managing
Member,
that
a
previously
issued
Certificate
has
been
lost, destroyed,
or
stolen;
(ii)
requests
the
issuance
of
a
new
Certificate
before
the
Managing
Member
has
notice
that
the
Certificate
has
been
acquired
by
a
purchaser for
value
in
good
faith
and
without
notice
of
an
adverse
claim;
(iii)
if
requested
by
the
Managing
Member,
delivers
to
the
Managing
Member
a
bond,
in
form
and
substance
satisfactory
to
the
Managing Member,
with
surety
or
sureties
and
with
fixed
or
open
penalty
as
the
Managing
Member
may
direct
to
indemnify
the
Company,
the
Members,
the Managing
Member,
and
the
Transfer
Agent
against
any
claim
that
may
be
made
on
account
of
the
alleged
loss,
destruction
or
theft
of
the Certificate;
and
(iv)
satisfies
any
other
reasonable
requirements
imposed
by
the
Managing
Member
or
the
Transfer
Agent.
If
a
Non-Managing
Member
fails
to
notify
the
Managing
Member
within
a
reasonable
period
of
time
after
such
Non-Managing
Member
has
notice
of
the loss,
destruction,
or
theft
of
a
Certificate,
and
a
transfer
of
the
Non-Managing
Member
Interests
represented
by
the
Certificate
is
registered
before
the Company,
the
Managing
Member
or
the
Transfer
Agent
receives
such
notification,
the
Non-Managing
Member
shall
be
precluded
from
making
any
claim against
the
Company,
the
Managing
Member
or
the
Transfer
Agent
for
such
transfer
or
for
a
new
Certificate.
(c)
As
a
condition
to
the
issuance
of
any
new
Certificate
under
this
Section
4.2
,
the
Managing
Member
may
require
the
payment
of
a
sum
sufficient to
cover
any
tax
or
other
governmental
charge
that
may
be
imposed
in
relation
thereto
and
any
other
expenses
(including
the
fees
and
expenses
of
the Transfer
Agent)
reasonably
connected
therewith.
Section
4.3
Record
Holders
.
The
Company
and
the
Managing
Member
shall
be
entitled
to
recognize
the
Record
Holder
as
the
Member
with
respect
to any
Membership
Interest
and,
accordingly,
shall
not
be
bound
to
recognize
any
equitable
or
other
claim
to,
or
interest
in,
such
Membership
Interest
on
the
part
of any
other
Person,
regardless
of
whether
the
Company
or
the
Managing
Member
shall
have
actual
or
other
notice
thereof,
except
as
otherwise
provided
by
law
or any
applicable
rule,
regulation,
guideline,
or
requirement
of
any
National
Securities
Exchange
on
which
such
Membership
Interests
are
listed
or
admitted
to trading.
Without
limiting
the
foregoing,
when
a
Person
(such
as
a
broker,
dealer,
bank,
trust
company,
or
clearing
corporation,
or
an
agent
of
any
of
the
foregoing) is
acting
as
nominee,
agent,
or
in
some
other
representative
capacity
for
another
Person
in
acquiring
and/or
holding
Membership
Interests,
as
between
the
Company on
the
one
hand,
and
such
other
Persons
on
the
other,
such
representative
Person
shall
be
(a)
the
Record
Holder
of
such
Membership
Interest
and
(b)
bound
by
this Agreement
and
shall
have
the
rights
and
obligations
of
a
Member
hereunder
as,
and
to
the
extent,
provided
herein.
Section
4.4
Transfer
Generally.
(a)
The
term
"transfer,"
when
used
in
this
Agreement
with
respect
to
a
Membership
Interest,
shall
mean
a
transaction
(i)
by
which
the
Managing Member
assigns
its
Managing
Member
Interest
to
another
Person,
and
includes
a
sale,
assignment,
gift,
pledge,
encumbrance,
hypothecation,
mortgage, exchange,
or
any
other
disposition
by
law
or
otherwise
or
(ii)
by
which
the
holder
of
a
Non-Managing
Member
Interest
assigns
such
Non-Managing Member
Interest
to
another
Person
who
is
or
becomes
a
Non-Managing
Member,
and
includes
a
sale,
assignment,
gift,
exchange,
or
any
other
disposition by
law
or
otherwise,
excluding
a
pledge,
encumbrance,
hypothecation,
or
11
mortgage
but
including
any
transfer
upon
foreclosure
of
any
pledge,
encumbrance,
hypothecation,
or
mortgage.
(b)
No
Membership
Interest
shall
be
transferred,
in
whole
or
in
part,
except
in
accordance
with
the
terms
and
conditions
set
forth
in
this
Article
IV
. Any
transfer
or
purported
transfer
of
a
Membership
Interest
not
made
in
accordance
with
this
Article
IV
shall
be,
to
the
fullest
extent
permitted
by
law,
null and
void.
(c)
Nothing
contained
in
this
Agreement
shall
be
construed
to
prevent
a
disposition
by
any
stockholder,
member,
partner,
or
other
owner
of
any Member
of
any
or
all
of
the
shares
of
stock,
membership
interests,
partnership
interests,
or
other
ownership
interests
in
such
Member
and
the
term "transfer"
shall
not
mean
any
such
disposition.
Section
4.5
Registration
and
Transfer
of
Non-Managing
Member
Interests
.
(a)
The
Managing
Member
shall
keep
or
cause
to
be
kept
on
behalf
of
the
Company
a
register
in
which,
subject
to
such
reasonable
regulations
as
it may
prescribe
and
subject
to
the
provisions
of
Section
4.5(b)
,
the
Company
will
provide
for
the
registration
and
transfer
of
Non-Managing
Member Interests.
(b)
The
Company
shall
not
recognize
any
transfer
of
Non-Managing
Member
Interests
evidenced
by
Certificates
until
the
Certificates
evidencing such
Non-Managing
Member
Interests
are
surrendered
for
registration
of
transfer.
No
charge
shall
be
imposed
by
the
Managing
Member
for
such
transfer; provided
,
that
as
a
condition
to
the
issuance
of
any
new
Certificate
under
this
Section
4.5
,
the
Managing
Member
may
require
the
payment
of
a
sum sufficient
to
cover
any
tax
or
other
governmental
charge
that
may
be
imposed
with
respect
thereto.
Upon
surrender
of
a
Certificate
for
registration
of transfer
of
any
Non-Managing
Member
Interests
evidenced
by
a
Certificate,
and
subject
to
the
provisions
hereof,
the
appropriate
officers
of
the
Managing Member
on
behalf
of
the
Company
shall
execute
and
deliver,
and
the
Transfer
Agent
shall
countersign
and
deliver,
in
the
name
of
the
holder
or
the designated
transferee
or
transferees,
as
required
pursuant
to
the
holder's
instructions,
one
or
more
new
Certificates
evidencing
the
same
aggregate
number and
type
of
Non-Managing
Member
Interests
as
was
evidenced
by
the
Certificate
so
surrendered.
(c)
Subject
to
(i)
the
foregoing
provisions
of
this
Section
4.5
,
(ii)
Section
4.3
,
(iii)
Section
4.7
,
(iv)
with
respect
to
any
class
or
series
of
NonManaging
Member
Interests,
the
provisions
of
any
statement
of
designations
or
an
amendment
to
this
Agreement
establishing
such
class
or
series,
(v)
any contractual
provisions
binding
on
any
Non-Managing
Member,
and
(vi)
provisions
of
applicable
law
including
the
Securities
Act,
Non-Managing
Member Interests
shall
be
freely
transferable.
Section
4.6
Transfer
of
the
Managing
Member's
Managing
Member
Interest
.
(a)
Subject
to
Section
4.6(b)
,
the
Managing
Member
may
at
its
option
transfer
all
or
any
part
of
its
Managing
Member
Interest
without
approval
from any
other
Member.
(b)
Notwithstanding
anything
herein
to
the
contrary,
no
transfer
by
the
Managing
Member
of
all
or
any
part
of
its
Managing
Member
Interest
to another
Person
shall
be
permitted
unless
(i)
the
transferee
agrees
to
assume
the
rights
and
duties
of
the
Managing
Member
under
this
Agreement
and
to
be bound
by
the
provisions
of
this
Agreement
and
(ii)
the
Company
receives
an
Opinion
of
Counsel
that
such
transfer
would
not
result
in
the
loss
of
limited liability
under
the
Delaware
Act
of
any
Non-Managing
Member.
In
the
case
of
a
transfer
pursuant
to
and
in
compliance
with
this
Section
4.6
,
the
transferee or
successor
(as
the
case
may
be)
shall,
subject
to
compliance
with
the
terms
of
Section
10.2
,
be
admitted
to
the
Company
as
the
Managing
Member effective
immediately
prior
to
the
transfer
of
the
Managing
Member
Interest,
and
the
business
of
the
Company
shall
continue
without
dissolution.
12
Section
4.7
Restrictions
on
Transfers
.
(a)
Notwithstanding
the
other
provisions
of
this
Article
IV
,
no
transfer
of
any
Membership
Interests
shall
be
made
if
such
transfer
would
(i)
violate the
then
applicable
federal
or
state
securities
laws
or
rules
and
regulations
of
the
Commission,
any
state
securities
commission,
or
any
other
governmental authority
with
jurisdiction
over
such
transfer
or
(ii)
terminate
the
existence
or
qualification
of
the
Company
under
the
laws
of
the
jurisdiction
of
its formation.
(b)
Nothing
contained
in
this
Agreement,
other
than
Section
4.7(a)
,
shall
preclude
the
settlement
of
any
transactions
involving
Membership
Interests entered
into
through
the
facilities
of
any
National
Securities
Exchange
on
which
such
Membership
Interests
are
listed
or
admitted
to
trading.
(c)
A
Member
shall
be
prohibited
from
transferring
any
of
its
Class
C
Common
Units
unless
such
Member
simultaneously
transfers
to
the
transferee of
such
Class
C
Common
Units
the
same
number
of
ENLK
Series
B
Preferred
Units
in
accordance
with
the
applicable
terms
of
the
ENLK
Partnership Agreement,
including
compliance
with
any
transfer
or
other
restrictions.
If
for
any
reason
the
transfer
of
such
ENLK
Series
B
Preferred
Units
does
not occur
simultaneously
with
the
Class
C
Common
Unit
transfer,
then
the
Class
C
Common
Unit
transfer
shall
be
null
and
void
and
of
no
force
and
effect.
ARTICLE
V
CAPITAL
CONTRIBUTIONS
AND
ISSUANCE
OF
MEMBERSHIP
INTERESTS
Section
5.1
Prior
Contributions
.
In
connection
with
the
formation
of
the
Company
under
the
Delaware
Act,
the
Managing
Member
contributed
$1,000 to
the
Company
and
was
admitted
as
the
sole
Member
of
the
Company.
Section
5.2
[Reserved.]
Section
5.3
Interest
and
Withdrawal
.
No
interest
shall
be
paid
by
the
Company
on
Capital
Contributions.
No
Member
shall
be
entitled
to
the
withdrawal or
return
of
its
Capital
Contribution,
except
to
the
extent,
if
any,
that
distributions
made
pursuant
to
this
Agreement
or
upon
liquidation
of
the
Company
may
be considered
as
such
by
law
and
then
only
to
the
extent
provided
for
in
this
Agreement.
Except
to
the
extent
expressly
provided
in
this
Agreement,
no
Member
shall have
priority
over
any
other
Member
either
as
to
the
return
of
Capital
Contributions
or
as
to
profits,
losses,
or
distributions.
Section
5.4
Issuances
of
Additional
Membership
Interests
and
Derivative
Instruments
.
(a)
The
Company
may
issue
additional
Membership
Interests
and
Derivative
Instruments
for
any
Company
purpose
at
any
time
and
from
time
to
time to
such
Persons
for
such
consideration
and
on
such
terms
and
conditions
as
the
Managing
Member
shall
determine,
all
without
the
approval
of
any
NonManaging
Members.
(b)
Each
additional
Membership
Interest
authorized
to
be
issued
by
the
Company
pursuant
to
Section
5.4(a)
may
be
issued
in
one
or
more
classes,
or one
or
more
series
of
any
such
classes,
with
such
designations,
preferences,
rights,
powers,
and
duties
(which
may
be
senior
to
existing
classes
and
series
of Membership
Interests),
as
shall
be
fixed
by
the
Managing
Member,
including
(i)
the
right
to
share
in
Company
distributions;
(ii)
the
rights
upon
dissolution and
liquidation
of
the
Company;
(iii)
whether,
and
the
terms
and
conditions
upon
which,
the
Company
may
or
shall
be
required
to
redeem
the
Membership Interest
(including
sinking
fund
provisions);
(iv)
whether
such
Membership
Interest
is
issued
with
the
privilege
of
conversion
or
exchange
and,
if
so,
the terms
and
conditions
of
such
conversion
or
exchange;
(v)
the
terms
and
conditions
upon
which
each
Membership
Interest
will
be
issued,
evidenced
by Certificates
and
assigned
or
transferred;
13
(vi)
the
method
for
determining
the
Percentage
Interest
as
to
such
Membership
Interest;
and
(vii)
the
right,
if
any,
of
each
such
Membership
Interest
to
vote on
Company
matters,
including
matters
relating
to
the
relative
rights,
preferences,
and
privileges
of
such
Membership
Interest.
(c)
The
Managing
Member
shall
take
all
actions
that
it
determines
to
be
necessary
or
appropriate
in
connection
with
(i)
each
issuance
of
Membership Interests
and
Derivative
Instruments
pursuant
to
this
Section
5.4
,
(ii)
the
conversion
of
the
Combined
Interest
into
Units
pursuant
to
the
terms
of
this Agreement,
(iii)
reflecting
admission
of
such
additional
Non-Managing
Members
in
the
books
and
records
of
the
Company
as
the
Record
Holders
of
such Non-Managing
Member
Interests,
and
(iv)
all
additional
issuances
of
Membership
Interests.
The
Managing
Member
shall
determine
the
relative
rights, powers,
and
duties
of
the
holders
of
the
Units
or
other
Membership
Interests
being
so
issued.
The
Managing
Member
shall
do
all
things
necessary
to comply
with
the
Delaware
Act
and
is
authorized
and
directed
to
do
all
things
that
it
determines
to
be
necessary
or
appropriate
in
connection
with
any
future issuance
of
Membership
Interests
or
in
connection
with
the
conversion
of
the
Combined
Interest
into
Units
pursuant
to
the
terms
of
this
Agreement, including
compliance
with
any
statute,
rule,
regulation,
or
guideline
of
any
federal,
state,
or
other
governmental
agency
or
any
National
Securities Exchange
on
which
the
Units
or
other
Membership
Interests
are
listed
or
admitted
to
trading.
(d)
No
fractional
Units
shall
be
issued
by
the
Company.
Section
5.5
Limited
Preemptive
Right
.
Except
as
provided
in
this
Section
5.5
or
as
otherwise
provided
in
a
separate
agreement
by
the
Company,
no Person
shall
have
any
preemptive,
preferential,
or
other
similar
right
with
respect
to
the
issuance
of
any
Membership
Interest,
whether
unissued,
held
in
the treasury
or
hereafter
created.
The
Managing
Member
shall
have
the
right,
which
it
may
from
time
to
time
assign
in
whole
or
in
part
to
any
of
its
Affiliates,
to purchase
Membership
Interests
from
the
Company
whenever,
and
on
the
same
terms
that,
the
Company
issues
Membership
Interests
to
Persons
other
than
the Managing
Member
and
its
Affiliates,
to
the
extent
necessary
to
maintain
the
Percentage
Interests
of
the
Managing
Member
and
its
Affiliates
equal
to
that
which existed
immediately
prior
to
the
issuance
of
such
Membership
Interests.
The
determination
by
the
Managing
Member
to
exercise
(or
refrain
from
exercising)
its right
pursuant
to
the
immediately
preceding
sentence
shall
be
a
determination
made
in
its
individual
capacity.
Section
5.6
Splits
and
Combinations
.
(a)
The
Company
may
make
a
distribution
of
Membership
Interests
to
all
Record
Holders
or
may
effect
a
subdivision
or
combination
of
Membership Interests
so
long
as,
after
any
such
event,
each
Member
shall
have
the
same
Percentage
Interest
in
the
Company
as
before
such
event
(subject
to
the
effect of
Section
5.6(d)
),
and
any
amounts
calculated
on
a
per
Unit
basis
or
stated
as
a
number
of
Units
are
proportionately
adjusted.
(b)
Whenever
such
a
distribution,
subdivision,
or
combination
of
Membership
Interests
is
declared,
the
Managing
Member
shall
select
a
Record
Date as
of
which
the
distribution,
subdivision,
or
combination
shall
be
effective
and
shall
send
notice
thereof
at
least
20
days
prior
to
such
Record
Date
to
each Record
Holder
as
of
a
date
not
less
than
10
days
prior
to
the
date
of
such
notice.
The
Managing
Member
also
may
cause
a
firm
of
independent
public accountants
selected
by
it
to
calculate
the
number
of
Membership
Interests
to
be
held
by
each
Record
Holder
after
giving
effect
to
such
distribution, subdivision
or
combination.
The
Managing
Member
shall
be
entitled
to
rely
on
any
certificate
provided
by
such
firm
as
conclusive
evidence
of
the
accuracy of
such
calculation.
(c)
Promptly
following
any
such
distribution,
subdivision,
or
combination,
the
Company
may
issue
Certificates
to
the
Record
Holders
of
Membership Interests
as
of
the
applicable
Record
Date
representing
the
new
number
of
Membership
Interests
held
by
such
Record
Holders,
or
the
14
Managing
Member
may
adopt
such
other
procedures
that
it
determines
to
be
necessary
or
appropriate
to
reflect
such
changes.
If
any
such
combination results
in
a
smaller
total
number
of
Membership
Interests
Outstanding,
the
Company
shall
require,
as
a
condition
to
the
delivery
to
a
Record
Holder
of
such new
Certificate,
the
surrender
of
any
Certificate
held
by
such
Record
Holder
immediately
prior
to
such
Record
Date.
(d)
The
Company
shall
not
issue
fractional
Units
upon
any
distribution,
subdivision,
or
combination
of
Units.
If
a
distribution,
subdivision
or combination
of
Units
would
result
in
the
issuance
of
fractional
Units
but
for
the
provisions
of
Section
5.4(d)
and
this
Section
5.6(d)
,
each
fractional
Unit shall
be
rounded
to
the
nearest
whole
Unit
(and
a
0.5
Unit
shall
be
rounded
to
the
next
higher
Unit).
Section
5.7
Fully
Paid
and
Non-Assessable
Nature
of
Membership
Interests
.
All
Membership
Interests
issued
pursuant
to,
and
in
accordance
with
the
requirements
of,
this
Article
V
shall
be
fully
paid
and
non-assessable
Membership Interests
in
the
Company,
except
as
such
non-assessability
may
be
affected
by
Section
18-607
or
18-804
of
the
Delaware
Act.
Section
5.8
[Reserved.]
Section
5.9
Establishment
of
Class
C
Common
Units
.
(a)
General
.
The
Managing
Member
hereby
designates
and
creates
a
class
of
Units
to
be
designated
as
"Class
C
Common
Units"
and
consisting
of
a
total of
[
·
]
(1)
Class
C
Common
Units,
and
fixes
the
designations,
preferences,
and
relative,
participating,
optional,
or
other
special
rights,
powers,
and
duties
of holders
of
the
Class
C
Common
Units
as
set
forth
in
this
Section
5.9
.
In
the
event
that
a
holder
of
Class
C
Common
Units
becomes
the
record
holder
of
any additional
ENLK
Series
B
Preferred
Units
in
accordance
with
Section
5.10(b)(ii)
of
the
ENLK
Partnership
Agreement,
the
Company
shall
issue
additional
Class
C Common
Units
to
such
Member
such
that
the
number
of
Class
C
Common
Units
held
by
such
Member
is
equal
to
the
number
of
ENLK
Series
B
Preferred
Units held
by
such
Member.
(b)
No
Rights
to
Distributions
.
The
Class
C
Common
Units
shall
not
have
any
rights
to
profits
or
losses
or
any
rights
to
receive
any
distributions hereunder,
whether
from
operations
or
upon
the
liquidation
or
winding-up
of
the
Company.
(c)
Voting
Rights
.
(i)
The
Class
C
Common
Units
shall
be
entitled
to
vote
as
a
single
class
with
the
holders
of
Common
Units
on
any
matters
on
which
Unitholders
are entitled
to
vote,
and
shall
be
entitled
to
vote
as
a
separate
class
on
any
matter
that
adversely
affects
the
rights
or
preferences
of
the
Class
C
Common
Units in
relation
to
other
classes
of
Membership
Interests
(including
as
a
result
of
a
merger
or
consolidation)
or
as
required
by
law.
The
approval
of
a
majority
of the
Class
C
Common
Units
shall
be
required
to
approve
any
matter
for
which
the
holders
of
the
Class
C
Common
Units
are
entitled
to
vote
as
a
separate class.
Each
Class
C
Common
Unit
will
be
entitled
to
the
number
of
votes
equal
to
the
number
of
Common
Units
for
which
an
ENLK
Series
B
Preferred Unit
is
exchangeable
pursuant
to
Section
5.10(b)(viii)
of
the
ENLK
Partnership
Agreement
at
the
time
of
the
Record
Date
for
the
vote
or
written
consent
on the
matter.
(ii)
Notwithstanding
any
other
provision
of
this
Agreement,
in
addition
to
all
other
requirements
imposed
by
Delaware
law,
and
all
other
voting rights
granted
under
this
Agreement,
for
so
long
as
Class
C
Common
Units
remain
Outstanding,
the
affirmative
vote
of
the
Record
Holders
of
a
majority
of the
Outstanding
Class
C
Common
Units,
voting
separately
as
a
class
(1) This
will
be
the
number
of
ENLK
Series
B
Preferred
Units
outstanding
on
the
closing
date
of
the
ENLK
Merger
Agreement.
15
based
upon
one
vote
per
Class
C
Common
Unit,
shall
be
necessary
on
any
action
by
the
Company
that
(A)
adversely
affects
any
of
the
rights,
preferences, and
privileges
of
the
ENLK
Series
B
Preferred
Units
or
Class
C
Common
Units
or
(B)
amends
or
modifies
any
of
the
terms
of
the
ENLK
Series
B
Preferred Units
or
Class
C
Common
Units.
Without
limiting
the
generality
of
the
preceding
sentence,
any
action
taken
by
the
Company
shall
be
deemed
to
adversely affect
the
holders
of
the
ENLK
Series
B
Preferred
Units
if
such
action
would:
(A)
result
in
any
of
the
matters
set
forth
in
clauses
(1)
through
(3)
of
Section
5.10(b)(v)(B)
of
the
ENLK
Partnership
Agreement;
(B)
amend
or
modify
any
organizational
or
governing
document
of
any
Subsidiary
of
the
Company,
including
by
merger, consolidation
or
other
business
combination,
except
for
amendments
or
modifications
that
the
Managing
Member
determines
will
not materially
adversely
affect
ENLK's
ability
to
pay
Series
B
Quarterly
Distributions;
or
(C)
result
in
the
incurrence
by
the
Company
or
any
of
its
Subsidiaries
of
any
funded
debt
if,
immediately
after
the
incurrence
thereof and
giving
pro
forma
effect
to
the
use
of
proceeds
thereof,
the
Consolidated
Leverage
Ratio
(as
defined
in
the
Credit
Agreement)
as
of
the end
of
the
most
recently
ended
Quarter
for
which
financial
statements
of
the
Company
are
available
would
exceed
(i)
if
such
debt
is
not incurred
during
an
Acquisition
Period
(as
defined
in
the
Credit
Agreement),
a
ratio
that
is
0.5
(
i.e.
,
a
half
turn)
higher
than
the
applicable ratio
in
the
Credit
Agreement,
or
(ii)
if
such
debt
is
incurred
during
an
Acquisition
Period,
a
ratio
that
is
0.5
(
i.e.
,
a
half
turn)
higher
than the
applicable
ratio
in
the
Credit
Agreement.
For
purposes
of
this
Agreement,
the
Consolidated
Leverage
Ratio
and
components
thereof shall
be
calculated
in
accordance
with
the
Credit
Agreement,
including
the
inclusion
of
Material
Project
EBITDA
Adjustments
(as
defined in
the
Credit
Agreement)
and
pro
forma
concepts
to
the
extent
permitted
by
the
Credit
Agreement.
(iii)
The
Company
shall
not,
without
the
affirmative
vote
of
the
Record
Holders
of
a
majority
of
the
Outstanding
Class
C
Common
Units, voting
separately
as
a
class
based
upon
one
vote
per
Class
C
Common
Unit,
issue
any
ENLK
Series
B
Parity
Securities
or
ENLK
Series
B
Senior Securities
(or
amend
the
provisions
of
any
class
of
Membership
Interests
to
make
such
class
of
Membership
Interests
a
class
of
ENLK
Series
B Parity
Securities
or
ENLK
Series
B
Senior
Securities);
provided,
however
,
that
the
Company
may,
without
the
affirmative
vote
of
the
holders
of Outstanding
Class
C
Common
Units,
create
(by
reclassification
or
otherwise)
and
issue
ENLK
Series
B
Junior
Securities
in
an
unlimited
amount.
Section
5.10
Exchange
of
ENLK
Series
B
Preferred
Units.
(a)
Upon
any
exchange
of
any
ENLK
Series
B
Preferred
Units
for
Common
Units
pursuant
to
the
ENLK
Partnership
Agreement
(subject
to
the
right of
ENLK
to
elect
to
exchange
such
ENLK
Series
B
Preferred
Units
for
cash
pursuant
to
the
applicable
provisions
of
Section
5.10(b)(viii)
of
the
ENLK Partnership
Agreement),
(i)
the
Company
shall
issue
to
the
holder
of
such
ENLK
Series
B
Preferred
Units
a
number
of
Common
Units
as
determined pursuant
to
the
applicable
provision
of
Section
5.10(b)(viii)
of
the
ENLK
Partnership
Agreement
and
(ii)
such
holder
thereafter
shall
be
treated
for
all purposes
as
the
owner
of
Common
Units
hereunder.
Fractional
Common
Units
shall
not
be
issued
to
any
Person
pursuant
to
this
Section
5.10(a)
(each fractional
Common
Unit
shall
be
rounded
to
the
nearest
whole
Common
Unit
(and
a
0.5
Common
Unit
shall
be
rounded
to
the
next
higher
Common
Unit)). Upon
any
exchange
or
redemption
of
any
ENLK
Series
B
Preferred
Units
for
Common
Units
or
cash,
as
applicable,
pursuant
to
the
ENLK
Partnership Agreement,
a
number
of
outstanding
Class
C
Common
Units
beneficially
owned
by
the
applicable
holder
of
Series
B
Preferred
Units
equal
to
the
number of
ENLK
Series
B
Preferred
Units
exchanged
or
redeemed
shall
be
deemed
cancelled
16
without
any
action
on
the
part
of
any
Person,
including
the
Company,
and
all
rights
of
the
holder
of
Class
C
Common
Units
in
respect
thereof
shall
cease.
(b)
Promptly
following
the
issuance
of
Common
Units
pursuant
to
Section
5.10(a)
,
the
Company
shall
issue
to
such
Unitholder
(or
designated recipient(s))
a
Certificate
or
Certificates
for
the
number
of
Common
Units
to
which
such
holder
shall
be
entitled.
In
lieu
of
delivering
physical
Certificates representing
the
Common
Units
issuable
upon
exchange
of
ENLK
Series
B
Preferred
Units,
provided
the
Transfer
Agent
is
participating
in
the
Depository's Fast
Automated
Securities
Transfer
program,
upon
request
of
the
such
Unitholder,
the
Company
shall
use
its
commercially
reasonable
efforts
to
cause
its Transfer
Agent
to
electronically
transmit
the
Common
Units
issuable
upon
exchange
of
ENLK
Series
B
Preferred
Units
to
such
Unitholder
(or
designated recipient(s)),
by
crediting
the
account
of
the
prime
broker
of
the
Unitholder
(or
designated
recipient(s))
with
the
Depository
through
its
Deposit
Withdrawal Agent
Commission
system.
The
Company
and
such
Unitholder
agree
to
coordinate
with
the
Depository
to
accomplish
this
objective.
(c)
The
Company
covenants
that
all
Common
Units
that
shall
be
issued
upon
an
exchange
or
redemption
pursuant
to
Section
5.10(a)
shall,
upon issuance
thereof,
be
validly
issued,
fully
paid
and
non-assessable.
ARTICLE
VI
DISTRIBUTIONS
Section
6.1
Distributions.
(a)
The
Board
of
Directors
may
adopt
a
cash
distribution
policy,
which
it
may
change
from
time
to
time
without
amendment
to
this
Agreement.
(b)
The
Company
will
make
distributions,
if
any,
to
the
holders
of
Common
Units
Pro
Rata;
provided,
however
,
that,
if
ENLK
fails
to
pay
in
full
the ENLK
Series
B
Cash
Payment
Amount
of
any
Series
B
Quarterly
Distribution
when
due,
then
from
and
after
the
first
date
of
such
failure
and
continuing until
such
failure
is
cured
by
payment
in
full
in
cash
of
all
such
cash
arrearages
with
respect
to
any
ENLK
Series
B
Quarterly
Distribution,
the
Company shall
not
be
permitted
to,
and
shall
not,
declare
or
make
any
distributions
in
respect
of
any
ENLK
Series
B
Junior
Securities.
For
the
avoidance
of
doubt, the
Unitholders
of
Class
C
Common
Units
are
not
entitled
to
any
distributions
in
their
capacities
as
such.
(c)
All
distributions
required
to
be
made
under
this
Agreement
or
otherwise
made
by
the
Company
shall
be
made
subject
to
Sections
18-607
and
18804
of
the
Delaware
Act.
(d)
Notwithstanding
Section
6.1(a)
,
in
the
event
of
the
dissolution
and
liquidation
of
the
Company,
all
Company
assets
shall
be
applied
and distributed
solely
in
accordance
with,
and
subject
to
the
terms
and
conditions
of,
Section
12.4
.
(e)
Each
distribution
in
respect
of
a
Membership
Interest,
if
any,
shall
be
paid
by
the
Company,
directly
or
through
any
Transfer
Agent
or
through any
other
Person
or
agent,
only
to
the
Record
Holder
of
such
Membership
Interest
as
of
the
Record
Date
set
for
such
distribution.
Such
payment
shall constitute
full
payment
and
satisfaction
of
the
Company's
liability
in
respect
of
such
payment,
regardless
of
any
claim
of
any
Person
who
may
have
an interest
in
such
payment
by
reason
of
an
assignment
or
otherwise.
17
ARTICLE
VII
MANAGEMENT
AND
OPERATION
OF
BUSINESS
Section
7.1
Management.
(a)
The
Managing
Member
shall
conduct,
direct,
and
manage
all
activities
of
the
Company.
Except
as
otherwise
expressly
provided
in
this Agreement,
but
without
limitation
on
the
ability
of
the
Managing
Member
to
delegate
its
rights
and
power
to
other
Persons,
all
management
powers
over the
business
and
affairs
of
the
Company
shall
be
exclusively
vested
in
the
Managing
Member,
and
no
other
Member
shall
have
any
management
power over
the
business
and
affairs
of
the
Company.
In
addition
to
the
powers
now
or
hereafter
granted
to
a
managing
member
of
a
limited
liability
company under
applicable
law
or
that
are
granted
to
the
Managing
Member
under
any
other
provision
of
this
Agreement,
the
Managing
Member,
subject
to Section
7.4
,
shall
have
full
power
and
authority
to
do
all
things
and
on
such
terms
as
it
determines
to
be
necessary
or
appropriate
to
conduct
the
business
of the
Company,
to
exercise
all
powers
set
forth
in
Section
2.5
and
to
effectuate
the
purposes
set
forth
in
Section
2.4
,
including
the
following:
(i)
the
making
of
any
expenditures,
the
lending
or
borrowing
of
money,
the
assumption
or
guarantee
of,
or
other
contracting
for,
indebtedness and
other
liabilities,
the
issuance
of
evidences
of
indebtedness,
including
indebtedness
that
is
convertible
or
exchangeable
into
Membership Interests,
and
the
incurring
of
any
other
obligations;
(ii)
the
making
of
tax,
regulatory,
and
other
filings,
or
rendering
of
periodic
or
other
reports
to
governmental
or
other
agencies
having jurisdiction
over
the
business
or
assets
of
the
Company;
(iii)
the
acquisition,
disposition,
mortgage,
pledge,
encumbrance,
hypothecation,
or
exchange
of
any
or
all
of
the
assets
of
the
Company
or
the merger
or
other
combination
of
the
Company
with
or
into
another
Person
(the
matters
described
in
this
clause
(iii)
being
subject,
however,
to
any prior
approval
that
may
be
required
by
Section
7.4
or
Article
XIV
);
(iv)
the
use
of
the
assets
of
the
Company
(including
cash
on
hand)
for
any
purpose
consistent
with
the
terms
of
this
Agreement,
including
the financing
of
the
conduct
of
the
operations
of
the
Company
Group;
the
lending
of
funds
to
other
Persons
(including
other
Group
Members);
the repayment
or
guarantee
of
obligations
of
any
Group
Member;
and
the
making
of
capital
contributions
to
any
Group
Member;
(v)
the
negotiation,
execution,
and
performance
of
any
contracts,
conveyances,
or
other
instruments
(including
instruments
that
limit
the liability
of
the
Company
under
contractual
arrangements
to
all
or
particular
assets
of
the
Company;
(vi)
the
distribution
of
cash
or
cash
equivalents
by
the
Company;
(vii)
the
selection,
employment,
retention,
and
dismissal
of
employees
(including
employees
having
titles
such
as
"president,"
"vice
president," "secretary,"
and
"treasurer")
and
agents,
outside
attorneys,
accountants,
consultants,
and
contractors
of
the
Managing
Member
or
the
Company Group
and
the
determination
of
their
compensation
and
other
terms
of
employment
or
hiring;
(viii)
the
maintenance
of
insurance
for
the
benefit
of
the
Company
Group,
the
Members
and
Indemnitees;
(ix)
the
formation
of,
or
acquisition
of
an
interest
in,
and
the
contribution
of
property
and
the
making
of
loans
to,
any
further
limited
or
general partnerships,
joint
ventures,
corporations,
limited
liability
companies,
or
other
Persons
(including
the
acquisition
of
interests
in,
and
the contributions
of
property
to,
any
Group
Member
from
time
to
time);
18
(x)
the
control
of
any
matters
affecting
the
rights
and
obligations
of
the
Company,
including
the
bringing
and
defending
of
actions
at
law
or
in equity
and
otherwise
engaging
in
the
conduct
of
litigation,
arbitration
or
mediation
and
the
incurring
of
legal
expense
and
the
settlement
of
claims and
litigation;
(xi)
the
indemnification
of
any
Person
against
liabilities
and
contingencies
to
the
extent
permitted
by
law;
(xii)
the
entering
into
of
listing
agreements
with
any
National
Securities
Exchange
and
the
delisting
of
some
or
all
of
the
Membership
Interests from,
or
requesting
that
trading
be
suspended
on,
any
such
exchange;
(xiii)
the
purchase,
sale,
or
other
acquisition
or
disposition
of
Membership
Interests,
or
the
issuance
of
Derivative
Instruments;
(xiv)
the
undertaking
of
any
action
in
connection
with
the
Company's
participation
in
the
management
of
any
Group
Member;
and
(xv)
the
entering
into
of
agreements
with
any
of
its
Affiliates,
including
agreements
to
render
services
to
a
Group
Member
or
to
itself
in
the discharge
of
its
duties
as
Managing
Member
of
the
Company.
(b)
Notwithstanding
any
other
provision
of
this
Agreement,
any
Group
Member
Agreement,
the
Delaware
Act
or
any
applicable
law,
rule,
or regulation,
each
of
the
Members,
each
other
Person
who
acquires
an
interest
in
a
Membership
Interest
and
each
other
Person
who
is
otherwise
bound
by this
Agreement
hereby
(i)
approves,
ratifies,
and
confirms
the
execution,
delivery
and
performance
by
the
parties
thereto
of
this
Agreement
and
the
other agreements
described
in
or
filed
as
exhibits
to
the
Registration
Statement
that
are
related
to
the
transactions
contemplated
by
the
Registration
Statement
(in the
case
of
each
agreement
other
than
this
Agreement,
without
giving
effect
to
any
amendments,
supplements
or
restatements
after
the
date
hereof); (ii)
agrees
that
the
Managing
Member
(on
its
own
behalf
or
on
behalf
of
the
Company)
is
authorized
to
execute,
deliver,
and
perform
the
agreements referred
to
in
clause
(i)
of
this
sentence
and
the
other
agreements,
acts,
transactions,
and
matters
described
in
or
contemplated
by
the
Registration
Statement without
any
further
act,
approval
or
vote
of
the
Members,
the
other
Persons
who
acquire
a
Membership
Interest
and
the
Persons
who
are
otherwise
bound by
this
Agreement;
and
(iii)
agrees
that
the
execution,
delivery
or
performance
by
the
Managing
Member,
any
Group
Member,
or
any
Affiliate
of
any
of them
of
this
Agreement
or
any
agreement
authorized
or
permitted
under
this
Agreement
(including
the
exercise
by
the
Managing
Member
or
any
Affiliate of
the
Managing
Member
of
the
rights
accorded
pursuant
to
Article
XV
)
shall
not
constitute
a
breach
by
the
Managing
Member
of
any
fiduciary
or
other duty
existing
at
law,
in
equity
or
otherwise
that
the
Managing
Member
may
owe
the
Company,
the
Non-Managing
Members,
the
other
Persons
who
acquire a
Membership
Interest
or
the
Persons
who
are
otherwise
bound
by
this
Agreement.
Section
7.2
Replacement
of
Fiduciary
Duties
.
Notwithstanding
any
other
provision
of
this
Agreement,
to
the
extent
that,
at
law
or
in
equity,
the Managing
Member
or
any
other
Indemnitee
would
have
duties
(including
fiduciary
duties)
to
the
Company,
to
another
Member,
to
any
Person
who
acquires
an interest
in
a
Membership
Interest,
or
to
any
other
Person
bound
by
this
Agreement,
all
such
duties
(including
fiduciary
duties)
are
hereby
eliminated,
to
the
fullest extent
permitted
by
law,
and
replaced
with
the
duties
expressly
set
forth
herein.
The
elimination
of
duties
(including
fiduciary
duties)
and
replacement
thereof
with the
duties
expressly
set
forth
herein
are
approved
by
the
Company,
each
of
the
Members,
each
other
Person
who
acquires
an
interest
in
a
Membership
Interest
and each
other
Person
bound
by
this
Agreement.
19
Section
7.3
Certificate
of
Formation
.
The
Managing
Member
has
caused
the
Certificate
of
Formation
to
be
filed
with
the
Secretary
of
State
of
the
State of
Delaware
as
required
by
the
Delaware
Act.
The
Managing
Member
shall
use
all
reasonable
efforts
to
cause
to
be
filed
such
other
certificates
or
documents
that the
Managing
Member
determines
to
be
necessary
or
appropriate
for
the
formation,
continuation,
qualification
and
operation
of
a
limited
liability
company
in
the State
of
Delaware
or
any
other
state
in
which
the
Company
may
elect
to
do
business
or
own
property.
To
the
extent
the
Managing
Member
determines
such
action to
be
necessary
or
appropriate,
the
Managing
Member
shall
file
amendments
to
and
restatements
of
the
Certificate
of
Formation
and
do
all
things
to
maintain
the Company
as
a
limited
liability
company
under
the
laws
of
the
State
of
Delaware
or
of
any
other
state
in
which
the
Company
may
elect
to
do
business
or
own property.
Subject
to
the
terms
of
Section
3.4(a)
,
the
Managing
Member
shall
not
be
required,
before
or
after
filing,
to
deliver
or
mail
a
copy
of
the
Certificate
of Formation,
any
qualification
document,
or
any
amendment
thereto
to
any
Member.
Section
7.4
Restrictions
on
the
Managing
Member's
Authority
.
Except
as
provided
in
Article
XII
and
Article
XIV
,
the
Managing
Member
may
not
sell, exchange,
or
otherwise
dispose
of
all
or
substantially
all
of
(i)
the
assets
of
the
Company
Group,
taken
as
a
whole,
or
(ii)
for
so
long
as
Class
C
Common
Units remain
Outstanding,
the
assets
of
ENLK
and
its
Subsidiaries,
taken
as
a
whole,
in
either
case,
in
a
single
transaction
or
a
series
of
related
transactions
without
the approval
of
a
Unit
Majority;
provided
,
however
,
that
this
provision
shall
not
preclude
or
limit
the
Managing
Member's
ability
to
mortgage,
pledge,
hypothecate,
or grant
a
security
interest
in
all
or
substantially
all
of
the
assets
of
the
Company
Group
or
ENLK
and
its
Subsidiaries,
taken
as
a
whole,
and
shall
not
apply
to
any forced
sale
of
any
or
all
of
the
assets
of
the
Company
Group
or
ENLK
and
its
Subsidiaries,
taken
as
a
whole,
pursuant
to
the
foreclosure
of,
or
other
realization upon,
any
such
encumbrance.
For
so
long
as
the
Class
C
Common
Units
remain
Outstanding,
the
Managing
Member
shall
not
take
any
action
to
cause
the
general partner
of
ENLK
to
elect
to
dissolve
ENLK
unless
such
election
is
approved
by
a
Unit
Majority.
Section
7.5
Reimbursement
of
the
Managing
Member
.
(a)
Except
as
provided
in
this
Section
7.5
,
the
Managing
Member
shall
not
be
compensated
for
its
services
as
Managing
Member
or
as
a
general partner
or
managing
member
of
any
Group
Member.
(b)
The
Managing
Member
shall
be
reimbursed
on
a
monthly
basis,
or
such
other
basis
as
the
Managing
Member
may
determine,
for
(i)
all
direct
and indirect
expenses
it
incurs
or
payments
it
makes
on
behalf
of
the
Company
Group
(including
salary,
bonus,
incentive
compensation,
and
other
amounts
paid to
any
Person
(including
Affiliates
of
the
Managing
Member)
to
perform
services
for
the
Company
Group
or
for
the
Managing
Member
in
the
discharge
of its
duties
to
the
Company
Group),
and
(ii)
all
other
expenses
allocable
to
the
Company
Group
or
otherwise
incurred
by
the
Managing
Member
in connection
with
operating
the
Company
Group's
business
(including
expenses
allocated
to
the
Managing
Member
by
its
Affiliates).
The
Managing
Member shall
determine
the
expenses
that
are
allocable
to
any
Group
Member.
Reimbursements
pursuant
to
this
Section
7.5
shall
be
in
addition
to
any reimbursement
to
the
Managing
Member
as
a
result
of
indemnification
pursuant
to
Section
7.7
.
The
Managing
Member
and
its
Affiliates
may
charge
any Group
Member
a
management
fee
to
the
extent
necessary
to
allow
the
Company
Group
to
reduce
the
amount
of
any
state
franchise
or
income
tax
or
any
tax based
upon
revenues
or
gross
margin
of
any
Group
Member
if
the
tax
benefit
produced
by
the
payment
for
such
management
fee
exceeds
the
amount
of such
fee.
(c)
The
Managing
Member,
without
the
approval
of
the
Non-Managing
Members
(who
shall
have
no
right
to
vote
in
respect
thereof),
may
propose and
adopt
on
behalf
of
the
Company
benefit
plans,
programs,
and
practices
(including
plans,
programs,
and
practices
involving
the
issuance
of
Membership Interests),
or
cause
the
Company
to
issue
Membership
Interests
in
20
connection
with,
or
pursuant
to,
any
benefit
plan,
program,
or
practice
maintained
or
sponsored
by
the
Managing
Member
or
any
of
its
Affiliates,
any Group
Member
or
their
Affiliates,
or
any
of
them,
in
each
case
for
the
benefit
of
employees,
officers,
consultants,
and
directors
of
the
Managing
Member
or its
Affiliates,
in
respect
of
services
performed,
directly
or
indirectly,
for
the
benefit
of
the
Company
Group.
The
Company
agrees
to
issue
and
sell
to
the Managing
Member
or
any
of
its
Affiliates
any
Membership
Interests
that
the
Managing
Member
or
such
Affiliates
are
obligated
to
provide
to
any employees,
officers,
consultants
and
directors
pursuant
to
any
such
benefit
plans,
programs,
or
practices.
Expenses
incurred
by
the
Managing
Member
in connection
with
any
such
plans,
programs
and
practices
(including
the
net
cost
to
the
Managing
Member
or
such
Affiliates
of
Membership
Interests purchased
by
the
Managing
Member
or
such
Affiliates,
from
the
Company
or
otherwise,
to
fulfill
awards
under
such
plans,
programs,
and
practices)
shall be
reimbursed
in
accordance
with
Section
7.5(b)
.
Any
and
all
obligations
of
the
Managing
Member
under
any
benefit
plans,
programs,
or
practices
adopted by
the
Managing
Member
as
permitted
by
this
Section
7.5(c)
shall
constitute
obligations
of
the
Managing
Member
hereunder
and
shall
be
assumed
by
any successor
Managing
Member
approved
pursuant
to
Section
11.1
or
Section
11.2
or
the
transferee
of
or
successor
to
all
of
the
Managing
Member's Managing
Member
Interest
pursuant
to
Section
4.6
.
Section
7.6
Outside
Activities
.
(a)
The
Managing
Member,
for
so
long
as
it
is
the
Managing
Member
of
the
Company
agrees
that
(i)
its
sole
business
will
be
to
act
as
a
general partner
or
managing
member,
as
the
case
may
be,
of
the
Company
and
other
entities
of
which
the
Company
is,
directly
or
indirectly,
a
partner
or
member and
(ii)
that
it
shall
not
engage
in
any
other
business
or
activity
or
incur
any
debts
or
liabilities,
provided
that
the
Managing
Member
may
engage
in
any business
or
activity
or
incur
any
debts
or
liabilities
in
connection
with
or
incidental
to
(A)
its
performance
as
general
partner
or
managing
member,
if
any, of
one
or
more
Group
Members,
(B)
the
acquiring,
owning,
or
disposing
of
debt
securities
or
equity
interests
in
any
Group
Member
or
(C)
the
direct
or indirect
provision
of
management,
advisory,
and
administrative
services
to
its
Affiliates
or
to
other
Persons.
(b)
Each
Unrestricted
Person
(other
than
the
Managing
Member)
shall
have
the
right
to
engage
in
businesses
of
every
type
and
description
and
other activities
for
profit
and
to
engage
in
and
possess
an
interest
in
other
business
ventures
of
any
and
every
type
or
description,
whether
in
businesses
engaged in
or
anticipated
to
be
engaged
in
by
any
Group
Member,
independently
or
with
others,
including
business
interests
and
activities
in
direct
competition
with the
business
and
activities
of
any
Group
Member.
No
such
business
interest
or
activity
shall
constitute
a
breach
of
this
Agreement,
any
fiduciary
or
other duty
existing
at
law,
in
equity
or
otherwise,
or
obligation
of
any
type
whatsoever
to
the
Company
or
other
Group
Member,
to
another
Member,
to
any Person
who
acquires
an
interest
in
a
Membership
Interest
or
any
Person
who
is
otherwise
bound
by
this
Agreement.
(c)
Notwithstanding
anything
to
the
contrary
in
this
Agreement,
the
doctrine
of
corporate
opportunity,
or
any
analogous
doctrine,
shall
not
apply
to any
Unrestricted
Person
(including
the
Managing
Member).
No
Unrestricted
Person
(including,
subject
to
Section
7.6(a)
,
the
Managing
Member)
who acquires
knowledge
of
a
potential
transaction,
agreement,
arrangement,
or
other
matter
that
may
be
an
opportunity
for
the
Company,
shall
have
any
duty
to communicate
or
offer
such
opportunity
to
any
Group
Member,
and
such
Unrestricted
Person
(including
the
Managing
Member)
shall
not
be
liable
to
the Company
or
any
other
Group
Member,
to
another
Member,
to
any
Person
who
acquires
a
Membership
Interest
or
any
other
Person
who
is
otherwise
bound by
this
Agreement
for
breach
of
any
fiduciary
or
other
duty
existing
at
law,
in
equity
or
otherwise
by
reason
of
the
fact
that
such
Unrestricted
Person (including
the
Managing
Member)
pursues
or
21
acquires
such
opportunity
for
itself,
directs
such
opportunity
to
another
Person
or
does
not
communicate
such
opportunity
or
information
to
any
Group Member.
(d)
The
Managing
Member
and
each
of
its
Affiliates
may
acquire
Units
or
other
Membership
Interests
in
addition
to
those
acquired
on
the
Closing Date
and,
except
as
otherwise
expressly
provided
in
Section
7.11
,
shall
be
entitled
to
exercise,
at
their
option,
all
rights
relating
to
all
such
Units
or
other Membership
Interests
acquired
by
them.
Section
7.7
Indemnification
.
(a)
To
the
fullest
extent
permitted
by
law,
all
Indemnitees
shall
be
indemnified
and
held
harmless
by
the
Company
from
and
against
any
and
all losses,
claims,
damages,
liabilities,
joint
or
several,
expenses
(including
legal
fees
and
expenses),
judgments,
fines,
penalties,
interest,
settlements,
or
other amounts
arising
from
any
and
all
threatened
pending
or
completed
claims,
demands,
actions,
suits,
or
proceedings,
whether
civil,
criminal,
administrative
or investigative,
and
whether
formal
or
informal
and
including
appeals,
in
which
any
Indemnitee
may
be
involved,
or
is
threatened
to
be
involved,
as
a
party or
otherwise,
by
reason
of
its
status
as
an
Indemnitee
and
acting
(or
refraining
to
act)
in
such
capacity;
provided
,
that
the
Indemnitee
shall
not
be indemnified
and
held
harmless
if
there
has
been
a
final
and
non-appealable
judgment
entered
by
a
court
of
competent
jurisdiction
determining
that,
in respect
of
the
matter
for
which
the
Indemnitee
is
seeking
indemnification
pursuant
to
this
Agreement,
the
Indemnitee
acted
in
bad
faith
or,
in
the
case
of
a criminal
matter,
acted
with
knowledge
that
the
Indemnitee's
conduct
was
unlawful.
For
purposes
of
this
Agreement,
any
determination,
other
action
or failure
to
act
by
any
Indemnitee
will
be
considered
to
be
in
bad
faith
only
if
such
Indemnitee
subjectively
believed
such
determination,
other
action
or failure
to
act
was
adverse
to
the
interest
of
the
Company.
Any
indemnification
pursuant
to
this
Section
7.7
shall
be
made
only
out
of
the
assets
of
the Company,
it
being
agreed
that
the
Managing
Member
shall
not
be
personally
liable
for
such
indemnification
and
shall
have
no
obligation
to
contribute
or loan
any
monies
or
property
to
the
Company
to
enable
it
to
effectuate
such
indemnification.
(b)
To
the
fullest
extent
permitted
by
law,
expenses
(including
legal
fees
and
expenses)
incurred
by
an
Indemnitee
who
is
indemnified
pursuant
to Section
7.7(a)
in
appearing
at,
participating
in
or
defending
any
claim,
demand,
action,
suit
or
proceeding
shall,
from
time
to
time,
be
advanced
by
the Company
prior
to
a
final
and
non-appealable
judgment
entered
by
a
court
of
competent
jurisdiction
determining
that,
in
respect
of
the
matter
for
which
the Indemnitee
is
seeking
indemnification
pursuant
to
this
Section
7.7
,
the
Indemnitee
is
not
entitled
to
be
indemnified
upon
receipt
by
the
Company
of
any undertaking
by
or
on
behalf
of
the
Indemnitee
to
repay
such
amount
if
it
shall
be
ultimately
determined
that
the
Indemnitee
is
not
entitled
to
be
indemnified as
authorized
by
this
Section
7.7
.
(c)
The
indemnification
provided
by
this
Section
7.7
shall
be
in
addition
to
any
other
rights
to
which
an
Indemnitee
may
be
entitled
under
any agreement,
pursuant
to
any
vote
of
the
holders
of
Outstanding
Non-Managing
Member
Interests,
as
a
matter
of
law,
in
equity
or
otherwise,
both
as
to actions
in
the
Indemnitee's
capacity
as
an
Indemnitee
and
as
to
actions
in
any
other
capacity,
and
shall
continue
as
to
an
Indemnitee
who
has
ceased
to
serve in
such
capacity
and
shall
inure
to
the
benefit
of
the
heirs,
successors,
assigns,
and
administrators
of
the
Indemnitee.
(d)
The
Company
may
purchase
and
maintain
(or
reimburse
the
Managing
Member
or
its
Affiliates
for
the
cost
of)
insurance,
on
behalf
of
an Indemnitee
and
such
other
Persons
as
the
Managing
Member
shall
determine,
against
any
liability
that
may
be
asserted
against,
or
expense
that
may
be incurred
by,
such
Indemnitee
in
connection
with
the
Company's
activities
or
such
Indemnitee's
activities
on
behalf
of
the
Company,
regardless
of
whether the
Company
would
have
the
power
to
indemnify
such
Indemnitee
against
such
liability
under
the
provisions
of
this
Agreement.
22
(e)
For
purposes
of
this
Section
7.7
,
the
Company
shall
be
deemed
to
have
requested
an
Indemnitee
to
serve
as
fiduciary
of
an
employee
benefit
plan whenever
the
performance
by
it
of
its
duties
to
the
Company
also
imposes
duties
on,
or
otherwise
involves
services
by,
it
to
the
plan
or
participants
or beneficiaries
of
the
plan;
excise
taxes
assessed
on
an
Indemnitee
with
respect
to
an
employee
benefit
plan
pursuant
to
applicable
law
shall
constitute
"fines" within
the
meaning
of
Section
7.7(a)
;
and
action
taken
or
omitted
by
an
Indemnitee
with
respect
to
any
employee
benefit
plan
in
the
performance
of
its duties
for
a
purpose
reasonably
believed
by
it
to
be
in
the
best
interest
of
the
participants
and
beneficiaries
of
the
plan
shall
be
deemed
to
be
for
a
purpose that
is
in
the
best
interests
of
the
Company.
(f)
In
no
event
may
an
Indemnitee
subject
the
Non-Managing
Members
to
personal
liability
by
reason
of
the
indemnification
provisions
set
forth
in this
Agreement.
(g)
An
Indemnitee
shall
not
be
denied
indemnification
in
whole
or
in
part
under
this
Section
7.7
because
the
Indemnitee
had
an
interest
in
the transaction
with
respect
to
which
the
indemnification
applies
if
the
transaction
was
otherwise
permitted
by
the
terms
of
this
Agreement.
(h)
The
provisions
of
this
Section
7.7
are
for
the
benefit
of
the
Indemnitees
and
their
heirs,
successors,
assigns,
executors,
and
administrators
and shall
not
be
deemed
to
create
any
rights
for
the
benefit
of
any
other
Persons.
(i)
No
amendment,
modification,
or
repeal
of
this
Section
7.7
or
any
provision
hereof
shall
in
any
manner
terminate,
reduce,
or
impair
the
right
of any
past,
present,
or
future
Indemnitee
to
be
indemnified
by
the
Company,
nor
the
obligations
of
the
Company
to
indemnify
any
such
Indemnitee
under
and in
accordance
with
the
provisions
of
this
Section
7.7
as
in
effect
immediately
prior
to
such
amendment,
modification,
or
repeal
with
respect
to
claims arising
from
or
relating
to
matters
occurring,
in
whole
or
in
part,
prior
to
such
amendment,
modification
or
repeal,
regardless
of
when
such
claims
may
arise or
be
asserted.
Section
7.8
Liability
of
Indemnitees
.
(a)
Notwithstanding
anything
to
the
contrary
set
forth
in
this
Agreement,
no
Indemnitee
shall
be
liable
for
monetary
damages
to
the
Company,
the Members
or
any
other
Persons
who
have
acquired
interests
in
a
Membership
Interest
or
is
otherwise
bound
by
this
Agreement,
for
losses
sustained
or liabilities
incurred
as
a
result
of
any
act
or
omission
of
an
Indemnitee
unless
there
has
been
a
final
and
non-appealable
judgment
entered
by
a
court
of competent
jurisdiction
determining
that,
in
respect
of
the
matter
in
question,
the
Indemnitee
acted
in
bad
faith
or
engaged
in
fraud,
willful
misconduct,
or, in
the
case
of
a
criminal
matter,
acted
with
knowledge
that
the
Indemnitee's
conduct
was
unlawful.
In
the
case
where
an
Indemnitee
is
liable
for
damages, those
damages
shall
only
be
direct
damages
and
shall
not
include
punitive
damages,
consequential
damages,
or
lost
profits.
(b)
The
Managing
Member
may
exercise
any
of
the
powers
granted
to
it
by
this
Agreement
and
perform
any
of
the
duties
imposed
upon
it
hereunder either
directly
or
by
or
through
its
agents,
and
the
Managing
Member
shall
not
be
responsible
for
any
misconduct
or
negligence
on
the
part
of
any
such agent
appointed
by
the
Managing
Member
in
good
faith.
(c)
To
the
extent
that,
at
law
or
in
equity,
an
Indemnitee
has
duties
(including
fiduciary
duties)
and
liabilities
relating
thereto
to
the
Company,
the Members,
any
Person
who
acquires
an
interest
in
a
Membership
Interest,
or
is
otherwise
bound
by
this
Agreement,
the
Managing
Member
and
any
other Indemnitee
acting
in
connection
with
the
Company's
business
or
affairs
shall
not
be
liable,
to
the
fullest
extent
permitted
by
law,
to
the
Company,
the Members,
any
Person
who
acquires
an
interest
in
a
Membership
Interest
or
is
otherwise
bound
by
this
Agreement,
for
its
reliance
on
the
provisions
of
this Agreement.
23
(d)
Any
amendment,
modification,
or
repeal
of
this
Section
7.8
or
any
provision
hereof
shall
be
prospective
only
and
shall
not
in
any
way
affect
the limitations
on
the
liability
of
the
Indemnitees
under
this
Section
7.8
as
in
effect
immediately
prior
to
such
amendment,
modification
or
repeal
with
respect to
claims
arising
from
or
relating
to
matters
occurring,
in
whole
or
in
part,
prior
to
such
amendment,
modification,
or
repeal,
regardless
of
when
such claims
may
arise
or
be
asserted.
Section
7.9
Standards
of
Conduct
and
Modification
of
Duties
.
(a)
Whenever
the
Managing
Member,
acting
in
its
capacity
as
the
managing
member
of
the
Company,
makes
a
determination
or
takes
or
declines
to take
any
action
in
such
capacity
(or
the
Board
of
Directors
or
any
committee
of
the
Board
of
Directors
(including
the
Conflicts
Committee)
or
any Affiliates
of
the
Managing
Member
cause
the
Managing
Member
to
make
a
determination
or
take
or
decline
to
take
any
action
in
such
capacity),
whether under
this
Agreement,
any
Group
Member
Agreement,
or
any
other
agreement
contemplated
hereby
or
otherwise,
then,
unless
another
express
standard
is provided
for
in
this
Agreement,
the
Managing
Member
(or
the
Board
of
Directors,
such
committee
or
such
Affiliates),
shall
make
such
determination
or take
or
decline
to
take
such
other
action
in
good
faith.
The
foregoing
is
the
sole
and
exclusive
standard
governing
any
such
determinations,
actions,
and omissions
of
the
Managing
Member,
the
Board
of
Directors,
any
committee
of
the
Board
of
Directors
(including
the
Conflicts
Committee),
and
any Affiliate
of
the
Managing
Member
and
no
such
Person
shall
be
subject
to
any
fiduciary
duty
or
other
duty
or
obligation,
or
any
other,
different
or
higher standard
(all
of
which
duties,
obligations,
and
standards
are
hereby
waived
and
disclaimed),
under
this
Agreement
any
Group
Member
Agreement
or
any other
agreement
contemplated
hereby,
or
under
the
Delaware
Act
or
any
other
law,
rule
or
regulation
or
at
equity.
A
determination,
other
action
or
failure
to act
by
the
Managing
Member,
the
Board
of
Directors
of
the
Managing
Member,
or
any
committee
thereof
(including
the
Conflicts
Committee)
will
be deemed
to
be
in
good
faith
so
long
as
the
Managing
Member,
the
Board
of
Directors
of
the
Managing
Member,
or
any
committee
thereof
(including
the Conflicts
Committee)
subjectively
believed
such
determination,
other
action
or
failure
to
act
was
in,
or
not
opposed
to,
the
best
interests
of
the
Company.
In any
proceeding
brought
by
the
Company,
any
Non-Managing
Member,
or
any
Person
who
acquires
an
interest
in
a
Non-Managing
Member
Interest
or
any other
Person
who
is
bound
by
this
Agreement
challenging
such
action,
determination
or
failure
to
act,
the
Person
bringing
or
prosecuting
such
proceeding shall
have
the
burden
of
proving
that
such
determination,
action
or
failure
to
act
was
not
in
good
faith.
(b)
Whenever
the
Managing
Member
makes
a
determination
or
takes
or
declines
to
take
any
other
action,
or
any
of
its
Affiliates
causes
it
to
do
so,
in its
individual
capacity
or
its
sole
discretion
as
opposed
to
in
its
capacity
as
the
managing
member
of
the
Company,
whether
under
this
Agreement
or
any other
agreement
contemplated
hereby
or
otherwise,
then
the
Managing
Member,
or
such
Affiliates
causing
it
to
do
so,
are
entitled,
to
the
fullest
extent permitted
by
law,
to
make
such
determination
or
to
take
or
decline
to
take
such
other
action
free
of
any
fiduciary
duty
or
other
duty
existing
at
law,
in equity
or
otherwise
or
obligation
whatsoever
to
the
Company,
any
Non-Managing
Member,
any
other
Person
who
acquires
an
interest
in
a
Membership Interest
or
any
other
Person
who
otherwise
is
bound
by
this
Agreement,
and
the
Managing
Member,
or
such
Affiliates
causing
it
to
do
so,
shall
not,
to
the fullest
extent
permitted
by
law,
be
required
to
act
in
good
faith
or
pursuant
to
any
other
standard
imposed
by
this
Agreement
or
any
other
agreement contemplated
hereby
or
under
the
Delaware
Act
or
any
other
law,
rule
or
regulation
or
at
equity.
(c)
For
purposes
of
Sections
7.9(a)
and
(b)
of
this
Agreement,
"acting
in
its
capacity
as
the
managing
member
of
the
Company"
means
and
is
solely limited
to,
the
Managing
Member
exercising
its
authority
as
a
managing
member
under
this
Agreement,
other
than
when
it
is
"acting
24
in
its
individual
capacity
or
its
sole
discretion."
For
purposes
of
this
Agreement,
"acting
in
its
individual
capacity
or
its
sole
discretion"
means:
(A)
any action
by
the
Managing
Member
or
its
Affiliates
other
than
through
the
exercise
of
the
Managing
Member
of
its
authority
as
a
managing
member
under
this Agreement;
and
(B)
any
action
or
inaction
by
the
Managing
Member
by
the
exercise
(or
failure
to
exercise)
of
its
rights,
powers
or
authority
under
this Agreement
that
are
modified
by:
(i)
the
phrase
"at
the
option
of
the
Managing
Member,"
(ii)
the
phrase
"in
its
sole
discretion"
or
"in
its
discretion"
or (iii)
some
variation
of
the
phrases
set
forth
in
clauses
(i)
and
(ii)
.
For
the
avoidance
of
doubt,
whenever
the
Managing
Member
acquires
or
votes
(or refrains
from
voting)
Non-Managing
Member
Interests
or
transfers
(or
refrains
from
transferring)
its
Membership
Interests,
it
shall
be
and
be
deemed
to
be "acting
in
its
individual
capacity
or
its
sole
discretion."
(d)
Whenever
a
potential
conflict
of
interest
exists
or
arises
between
the
Managing
Member
or
any
of
its
Affiliates,
on
the
one
hand,
and
the Company,
any
Group
Member
or
any
Member,
any
other
Person
who
acquires
an
interest
in
a
Membership
Interest,
or
any
other
Person
who
is
bound
by this
Agreement
on
the
other
hand,
the
Managing
Member
may
in
its
sole
discretion
submit
any
resolution,
course
of
action
with
respect
to
or
causing
such conflict
of
interest
or
transaction
(i)
for
Special
Approval
or
(ii)
for
approval
by
the
vote
of
a
majority
of
the
Units
(excluding
Units
owned
by
the Managing
Member
and
its
Affiliates).
If
any
resolution,
course
of
action
or
transaction:
(i)
receives
Special
Approval;
or
(ii)
receives
approval
of
a
majority of
the
Units
(excluding
Units
owned
by
the
Managing
Member
and
its
Affiliates),
then
such
resolution,
course
of
action
or
transaction
shall
be
conclusively deemed
to
be
approved
by
the
Company,
all
the
Members,
each
Person
who
acquires
an
interest
in
a
Membership
Interest
and
each
other
Person
who
is bound
by
this
Agreement,
and
shall
be
and
be
deemed
to
be
duly
authorized,
legal,
and
binding
and
to
be
fair
to
the
Company,
all
the
Members,
each Person
who
acquires
an
interest
in
a
Membership
Interest
and
each
other
Person
who
is
bound
by
this
Agreement,
and
shall
not
constitute
a
breach
of
this Agreement,
of
any
Group
Member
Agreement,
of
any
agreement
contemplated
herein
or
therein,
or
of
any
fiduciary
or
other
duty
or
obligation
existing
at law,
in
equity
or
otherwise
or
obligation
of
any
type
whatsoever.
(e)
Notwithstanding
anything
to
the
contrary
in
this
Agreement,
the
Managing
Member
and
its
Affiliates
or
any
other
Indemnitee
shall
have
no
duty or
obligation,
express
or
implied,
to
(i)
sell
or
otherwise
dispose
of
any
asset
of
the
Company
Group
other
than
in
the
ordinary
course
of
business
or (ii)
permit
any
Group
Member
to
use
any
facilities
or
assets
of
the
Managing
Member
and
its
Affiliates,
except
as
may
be
provided
in
contracts
entered
into from
time
to
time
specifically
dealing
with
such
use.
Any
determination
by
the
Managing
Member
or
any
of
its
Affiliates
to
enter
into
such
contracts
shall be
in
its
sole
discretion.
(f)
The
Members,
each
Person
who
acquires
an
interest
in
a
Membership
Interest
or
is
otherwise
bound
by
this
Agreement
hereby
authorize
the Managing
Member,
on
behalf
of
the
Company
as
a
partner
or
member
of
a
Group
Member,
to
approve
actions
by
the
general
partner
or
managing
member of
such
Group
Member
similar
to
those
actions
permitted
to
be
taken
by
the
Managing
Member
pursuant
to
this
Section
7.9
.
(g)
For
the
avoidance
of
doubt,
whenever
the
Board
of
Directors,
any
committee
of
the
Board
of
Directors
(including
the
Conflicts
Committee),
the officers
of
the
Managing
Member
or
any
Affiliates
of
the
Managing
Member
make
a
determination
on
behalf
of
the
Managing
Member,
or
cause
the Managing
Member
to
take
or
omit
to
take
any
action,
whether
in
the
Managing
Member's
capacity
as
the
Managing
Member
or
in
its
individual
capacity
or its
sole
discretion,
the
standards
of
care
applicable
to
the
Managing
Member
shall
apply
to
such
Persons,
and
such
Persons
shall
be
entitled
to
all
benefits and
rights
of
the
Managing
Member
hereunder,
including
waivers
and
modifications
of
duties,
protections,
and
presumptions,
as
if
such
Persons
were
the Managing
Member
hereunder.
25
Section
7.10
Other
Matters
Concerning
the
Managing
Member
and
Indemnitees
.
(a)
The
Managing
Member
and
any
other
Indemnitee
may
rely
upon,
and
shall
be
protected
in
acting
or
refraining
from
acting
upon,
any
resolution, certificate,
statement,
instrument,
opinion,
report,
notice,
request,
consent,
order,
bond,
debenture,
or
other
paper
or
document
believed
by
it
to
be
genuine and
to
have
been
signed
or
presented
by
the
proper
party
or
parties.
(b)
The
Managing
Member
and
any
other
Indemnitee
may
consult
with
legal
counsel,
accountants,
appraisers,
management
consultants,
investment bankers,
and
other
consultants
and
advisers
selected
by
it,
and
any
act
taken
or
omitted
in
reliance
upon
the
advice
or
opinion
(including
an
Opinion
of Counsel)
of
such
Persons
as
to
matters
that
the
Managing
Member
or
such
other
Indemnitee,
as
applicable,
reasonably
believes
to
be
within
such
Person's professional
or
expert
competence
shall
be
conclusively
presumed
to
have
been
done
or
omitted
in
good
faith
and
in
accordance
with
such
advice
or opinion.
(c)
The
Managing
Member
shall
have
the
right,
in
respect
of
any
of
its
powers
or
obligations
hereunder,
to
act
through
any
of
its
duly
authorized officers,
a
duly
appointed
attorney
or
attorneys-in-fact
or
the
duly
authorized
officers
of
any
Group
Member.
Section
7.11
Purchase
or
Sale
of
Membership
Interests
.
The
Managing
Member
may
cause
the
Company
to
purchase
or
otherwise
acquire
Membership Interests.
As
long
as
Membership
Interests
are
held
by
any
Group
Member,
such
Membership
Interests
shall
not
be
entitled
to
any
vote
and
shall
not
be
considered Outstanding
for
any
purpose.
Section
7.12
Reliance
by
Third
Parties
.
Notwithstanding
anything
to
the
contrary
in
this
Agreement,
any
Person
dealing
with
the
Company
shall
be entitled
to
assume
that
the
Managing
Member
and
any
officer
of
the
Managing
Member
authorized
by
the
Managing
Member
to
act
on
behalf
of
and
in
the
name
of the
Company
has
full
power
and
authority
to
encumber,
sell
or
otherwise
use
in
any
manner
any
and
all
assets
of
the
Company
and
to
enter
into
any
authorized contracts
on
behalf
of
the
Company,
and
such
Person
shall
be
entitled
to
deal
with
the
Managing
Member
or
any
such
officer
as
if
it
were
the
Company's
sole
party in
interest,
both
legally
and
beneficially.
Each
Non-Managing
Member,
each
other
Person
who
acquires
an
interest
in
a
Membership
Interest
and
each
other
Person bound
by
this
Agreement
hereby
waives,
to
the
fullest
extent
permitted
by
law,
any
and
all
defenses
or
other
remedies
that
may
be
available
to
such
Member
to contest,
negate
or
disaffirm
any
action
of
the
Managing
Member
or
any
such
officer
in
connection
with
any
such
dealing.
In
no
event
shall
any
Person
dealing
with the
Managing
Member
or
any
such
officer
or
its
representatives
be
obligated
to
ascertain
that
the
terms
of
this
Agreement
have
been
complied
with
or
to
inquire into
the
necessity
or
expedience
of
any
act
or
action
of
the
Managing
Member
or
any
such
officer
or
its
representatives.
Each
and
every
certificate,
document,
or other
instrument
executed
on
behalf
of
the
Company
by
the
Managing
Member
or
its
representatives
shall
be
conclusive
evidence
in
favor
of
any
and
every
Person relying
thereon
or
claiming
thereunder
that
(a)
at
the
time
of
the
execution
and
delivery
of
such
certificate,
document,
or
instrument,
this
Agreement
was
in
full force
and
effect,
(b)
the
Person
executing
and
delivering
such
certificate,
document,
or
instrument
was
duly
authorized
and
empowered
to
do
so
for
and
on
behalf of
the
Company,
and
(c)
such
certificate,
document,
or
instrument
was
duly
executed
and
delivered
in
accordance
with
the
terms
and
provisions
of
this
Agreement and
is
binding
upon
the
Company.
26
ARTICLE
VIII
BOOKS,
RECORDS,
ACCOUNTING,
AND
REPORTS
Section
8.1
Records
and
Accounting
.
The
Managing
Member
shall
keep
or
cause
to
be
kept
at
the
principal
office
of
the
Company
appropriate
books and
records
with
respect
to
the
Company's
business,
including
all
books
and
records
necessary
to
provide
to
the
Non-Managing
Members
any
information
required to
be
provided
pursuant
to
Section
3.4(a)
.
Any
books
and
records
maintained
by
or
on
behalf
of
the
Company
in
the
regular
course
of
its
business,
including
the record
of
the
Record
Holders
of
Units
or
other
Membership
Interests,
books
of
account
and
records
of
Company
proceedings,
may
be
kept
on,
or
be
in
the
form
of, computer
disks,
hard
drives,
photographs,
micrographics,
or
any
other
information
storage
device;
provided
,
that
the
books
and
records
so
maintained
are convertible
into
clearly
legible
written
form
within
a
reasonable
period
of
time.
The
books
of
the
Company
shall
be
maintained,
for
financial
reporting
purposes,
on an
accrual
basis
in
accordance
with
U.S.
GAAP.
Section
8.2
Fiscal
Year
.
The
fiscal
year
of
the
Company
shall
be
a
fiscal
year
ending
December
31.
Section
8.3
Reports
.
(a)
As
soon
as
practicable,
but
in
no
event
later
than
105
days
after
the
close
of
each
fiscal
year
of
the
Company,
the
Managing
Member
shall
cause to
be
mailed
or
made
available,
by
any
reasonable
means,
to
each
Record
Holder
of
a
Unit
or
other
Membership
Interest
as
of
a
date
selected
by
the Managing
Member,
an
annual
report
containing
financial
statements
of
the
Company
for
such
fiscal
year
of
the
Company,
presented
in
accordance
with U.S.
GAAP,
including
a
balance
sheet
and
statements
of
operations,
Company
equity
and
cash
flows,
such
statements
to
be
audited
by
a
firm
of independent
public
accountants
selected
by
the
Managing
Member.
(b)
As
soon
as
practicable,
but
in
no
event
later
than
50
days
after
the
close
of
each
Quarter
except
the
last
Quarter
of
each
fiscal
year,
the
Managing Member
shall
cause
to
be
mailed
or
made
available,
by
any
reasonable
means
to
each
Record
Holder
of
a
Unit
or
other
Membership
Interest,
as
of
a
date selected
by
the
Managing
Member,
a
report
containing
unaudited
financial
statements
of
the
Company.
(c)
The
Managing
Member
shall
be
deemed
to
have
made
a
report
available
to
each
Record
Holder
as
required
by
this
Section
8.3
if
it
has
either (i)
filed
such
report
with
the
Commission
via
its
Electronic
Data
Gathering,
Analysis
and
Retrieval
system
and
such
report
is
publicly
available
on
such system
or
(ii)
made
such
report
available
on
any
publicly
available
website
maintained
by
the
Company.
ARTICLE
IX
TAX
MATTERS
Section
9.1
Tax
Elections
and
Information
.
(a)
The
Company
is
authorized
and
has
elected
to
be
treated
as
an
association
taxable
as
a
corporation
for
U.S.
federal
income
tax
purposes.
(b)
Except
as
otherwise
provided
herein,
the
Managing
Member
shall
determine
whether
the
Company
should
make
any
other
elections
permitted
by the
Code.
(c)
The
tax
information
reasonably
required
by
Record
Holders
for
U.S.
federal
income
tax
reporting
purposes
shall
be
furnished
to
Record
Holders on
or
before
the
date
required
under
the
Code
and
treasury
regulations
thereunder,
but
in
any
event
no
later
than
90
days
after
the
close
of
each
calendar year.
27
Section
9.2
Withholding
.
Notwithstanding
any
other
provision
of
this
Agreement,
the
Managing
Member
is
authorized
to
take
any
action
that
may
be required
to
cause
the
Company
to
comply
with
any
withholding
requirements
established
under
the
Code
or
any
other
federal,
state
or
local
law.
To
the
extent
that the
Company
is
required
or
elects
to
withhold
and
pay
over
to
any
taxing
authority
any
amount
with
respect
to
a
distribution
or
payment
to
or
for
the
benefit
of
any Member,
the
Managing
Member
may
treat
the
amount
withheld
as
a
distribution
of
cash
pursuant
to
Section
6.1
in
the
amount
of
such
withholding
from
such Member.
ARTICLE
X
ADMISSION
OF
MEMBERS
Section
10.1
Admission
of
Non-Managing
Members
.
(a)
A
Person
shall
be
admitted
as
a
Non-Managing
Member
and
shall
become
bound
by
the
terms
of
this
Agreement
if
such
Person
purchases
or otherwise
lawfully
acquires
any
Non-Managing
Member
Interest
and
becomes
the
Record
Holder
of
such
Non-Managing
Member
Interests
in
accordance with
the
provisions
hereof.
Upon
the
issuance
by
the
Company
of
Common
Units
to
ENLK
Unitholders
pursuant
to
the
ENLK
Merger
Agreement,
such parties
were
automatically
admitted
to
the
Company
as
Non-Managing
Members
in
respect
of
Common
Units
issued
to
them.
(b)
By
acceptance
of
the
transfer
of
any
Non-Managing
Member
Interests
in
accordance
with
Article
IV
or
the
acceptance
of
any
Non-Managing Member
Interests
issued
pursuant
to
Article
V
or
pursuant
to
a
merger
or
consolidation
or
conversion
pursuant
to
Article
XIV
,
and
each
transferee
of,
or other
such
Person
acquiring,
a
Non-Managing
Member
Interest
(including
any
nominee
holder
or
an
agent
or
representative
acquiring
such
Non-Managing Member
Interests
for
the
account
of
another
Person)
(i)
shall
be
admitted
to
the
Company
as
a
Non-Managing
Member
with
respect
to
the
Non-Managing Member
Interests
so
transferred
or
issued
to
such
Person
when
any
such
transfer
or
issuance
is
reflected
in
the
books
and
records
of
the
Company
and
such Non-Managing
Member
becomes
the
Record
Holder
of
the
Non-Managing
Member
Interests
so
transferred
or
issued,
(ii)
shall
become
bound,
and
shall
be deemed
to
have
agreed
to
be
bound,
by
the
terms
of
this
Agreement,
(iii)
represents
that
the
transferee
or
other
recipient
has
the
capacity,
power
and authority
to
enter
into
this
Agreement
and
(iv)
makes
the
consents,
acknowledgements,
and
waivers
contained
in
this
Agreement,
all
with
or
without execution
of
this
Agreement
by
such
Person.
The
transfer
of
any
Non-Managing
Member
Interests
and
the
admission
of
any
new
Non-Managing
Member shall
not
constitute
an
amendment
to
this
Agreement.
A
Person
may
become
a
Non-Managing
Member
or
Record
Holder
of
a
Non-Managing
Member Interest
without
the
consent
or
approval
of
any
of
the
Members.
A
Person
may
not
become
a
Non-Managing
Member
without
acquiring
a
Non-Managing Member
Interest
and
until
such
Person
is
reflected
in
the
books
and
records
of
the
Company
as
the
Record
Holder
of
such
Non-Managing
Member
Interest.
(c)
The
name
and
mailing
address
of
each
Record
Holder
shall
be
listed
on
the
books
and
records
of
the
Company
maintained
for
such
purpose
by
the Company
or
the
Transfer
Agent.
The
Managing
Member
shall
update
the
books
and
records
of
the
Company
from
time
to
time
as
necessary
to
reflect accurately
the
information
therein
(or
shall
cause
the
Transfer
Agent
to
do
so,
as
applicable).
(d)
Any
transfer
of
a
Non-Managing
Member
Interest
shall
not
entitle
the
transferee
to
distributions
or
to
any
other
rights
to
which
the
transferor
was entitled
until
the
transferee
becomes
a
Non-Managing
Member
pursuant
to
Section
10.1(b)
.
28
Section
10.2
Admission
of
Successor
Managing
Member
.
A
successor
Managing
Member
approved
pursuant
to
Section
11.1
or
11.2
or
the
transferee
of or
successor
to
all
of
the
Managing
Member
Interest
pursuant
to
Section
4.6
who
is
proposed
to
be
admitted
as
a
successor
Managing
Member
shall
be
admitted
to the
Company
as
the
Managing
Member,
effective
immediately
prior
to
the
withdrawal
or
removal
of
the
predecessor
or
transferring
Managing
Member,
pursuant to
Section
11.1
or
11.2
or
the
transfer
of
the
Managing
Member
Interest
pursuant
to
Section
4.6
,
provided,
however,
that
no
such
successor
shall
be
admitted
to
the Company
until
compliance
with
the
terms
of
Section
4.6
has
occurred
and
such
successor
has
executed
and
delivered
such
other
documents
or
instruments
as
may be
required
to
effect
such
admission.
Any
such
successor
shall,
subject
to
the
terms
hereof,
carry
on
the
business
of
the
members
of
the
Company
Group
without dissolution.
Section
10.3
Amendment
of
Agreement
and
Certificate
of
Formation
.
To
effect
the
admission
to
the
Company
of
any
Member,
the
Managing
Member shall
take
all
steps
necessary
or
appropriate
under
the
Delaware
Act
to
amend
the
records
of
the
Company
to
reflect
such
admission
and,
if
necessary,
to
prepare
as soon
as
practicable
an
amendment
to
this
Agreement
and,
if
required
by
law,
the
Managing
Member
shall
prepare
and
file
an
amendment
to
the
Certificate
of Formation.
ARTICLE
XI
WITHDRAWAL
OR
REMOVAL
OF
MEMBERS
Section
11.1
Withdrawal
of
the
Managing
Member
.
(a)
The
Managing
Member
shall
be
deemed
to
have
withdrawn
from
the
Company
upon
the
occurrence
of
any
one
of
the
following
events
(each
such event
herein
referred
to
as
an
"
Event
of
Withdrawal
");
(i)
The
Managing
Member
voluntarily
withdraws
from
the
Company
by
giving
written
notice
to
the
other
Members;
(ii)
The
Managing
Member
transfers
all
of
its
Managing
Member
Interest
pursuant
to
Section
4.6
;
(iii)
The
Managing
Member
is
removed
pursuant
to
Section
11.2
;
(iv)
The
Managing
Member
(A)
makes
a
general
assignment
for
the
benefit
of
creditors;
(B)
files
a
voluntary
bankruptcy
petition
for
relief under
Chapter
7
of
the
United
States
Bankruptcy
Code;
(C)
files
a
petition
or
answer
seeking
for
itself
a
liquidation,
dissolution
or
similar
relief
(but not
a
reorganization)
under
any
law;
(D)
files
an
answer
or
other
pleading
admitting
or
failing
to
contest
the
material
allegations
of
a
petition
filed against
the
Managing
Member
in
a
proceeding
of
the
type
described
in
clauses
(A)-(C)
of
this
Section
11.1(a)(iv)
;
or
(E)
seeks,
consents
to
or acquiesces
in
the
appointment
of
a
trustee
(but
not
a
debtor-in-possession),
receiver
or
liquidator
of
the
Managing
Member
or
of
all
or
any substantial
part
of
its
properties;
(v)
A
final
and
non-appealable
order
of
relief
under
Chapter
7
of
the
United
States
Bankruptcy
Code
is
entered
by
a
court
with
appropriate jurisdiction
pursuant
to
a
voluntary
or
involuntary
petition
by
or
against
the
Managing
Member;
or
(vi)
(A)
if
the
Managing
Member
is
a
corporation,
a
certificate
of
dissolution
or
its
equivalent
is
filed
for
the
Managing
Member,
or
90
days expire
after
the
date
of
notice
to
the
Managing
Member
of
revocation
of
its
charter
without
a
reinstatement
of
its
charter,
under
the
laws
of
its
state of
incorporation;
(B)
if
the
Managing
Member
is
a
partnership
or
a
limited
liability
company,
the
dissolution
and
commencement
of
winding
up
of the
Managing
Member;
(C)
if
the
Managing
Member
is
acting
in
such
capacity
by
virtue
of
being
a
trustee
of
a
trust,
the
termination
of
the
trust; (D)
if
the
Managing
Member
is
a
natural
person,
his
29
death
or
adjudication
of
incompetency;
and
(E)
otherwise
upon
the
termination
of
the
Managing
Member.
If
an
Event
of
Withdrawal
specified
in
Section
11.1(a)(iv)
,
(v)
or
(vi)(A)
,
(B)
,
(C)
,
or
(E)
occurs,
the
withdrawing
Managing
Member
shall
give
notice
to the
Non-Managing
Members
within
30
days
after
such
occurrence.
The
Members
hereby
agree
that
only
the
Events
of
Withdrawal
described
in
this Section
11.1
shall
result
in
the
withdrawal
of
the
Managing
Member
from
the
Company.
(b)
Withdrawal
of
the
Managing
Member
from
the
Company
upon
the
occurrence
of
an
Event
of
Withdrawal
shall
not
constitute
a
breach
of
this Agreement
under
the
following
circumstances:
(i)
the
Managing
Member
withdraws
by
giving
at
least
90
days'
advance
notice
to
the
Unitholders,
such withdrawal
to
take
effect
on
the
date
specified
in
such
notice;
or
(ii)
at
any
time
that
the
Managing
Member
ceases
to
be
the
Managing
Member
pursuant
to Section
11.1(a)(ii)
or
is
removed
pursuant
to
Section
11.2
.
If
the
Managing
Member
gives
a
notice
of
withdrawal
pursuant
to
Section
11.1(a)(i)
,
a
Unit Majority
may,
prior
to
the
effective
date
of
such
withdrawal,
elect
a
successor
Managing
Member.
If,
prior
to
the
effective
date
of
the
Managing
Member's withdrawal
pursuant
to
Section
11.1(a)(i)
,
a
successor
is
not
selected
by
the
Unitholders
as
provided
herein
or
the
Company
does
not
receive
an
Opinion
of Counsel
("
Withdrawal
Opinion
of
Counsel
")
that
such
withdrawal
(following
the
selection
of
the
successor
Managing
Member)
would
not
result
in
the loss
of
the
limited
liability
under
the
Delaware
Act
of
any
Non-Managing
Member,
the
Company
shall
be
dissolved
in
accordance
with
Section
12.1
unless the
business
of
the
Company
is
continued
pursuant
to
Section
12.2
.
Any
successor
Managing
Member
elected
in
accordance
with
the
terms
of
this Section
11.1
shall
be
subject
to
the
provisions
of
Section
10.2
.
Section
11.2
Removal
of
the
Managing
Member
.
The
Managing
Member
may
be
removed
if
such
removal
is
approved
by
the
Unitholders
holding
at least
66
2
/
3
%
of
the
Outstanding
Units
(including
Units
held
by
the
Managing
Member
and
its
Affiliates)
voting
as
a
single
class.
Any
such
action
by
such holders
for
removal
of
the
Managing
Member
must
also
provide
for
the
election
of
a
successor
Managing
Member
by
the
Unitholders
holding
a
majority
of
the Outstanding
Units
(including
Units
held
by
the
Managing
Member
and
its
Affiliates).
Such
removal
shall
be
effective
immediately
following
the
admission
of
a successor
Managing
Member
pursuant
to
Section
10.2
.
The
removal
of
the
Managing
Member
shall
also
automatically
constitute
the
removal
of
the
Managing Member
as
general
partner
or
managing
member,
to
the
extent
applicable,
of
the
other
Group
Members
of
which
the
Managing
Member
is
a
general
partner
or
a managing
member.
If
a
Person
is
elected
as
a
successor
Managing
Member
in
accordance
with
the
terms
of
this
Section
11.2
,
such
Person
shall,
upon
admission pursuant
to
Section
10.2
,
automatically
become
a
successor
general
partner
or
managing
member,
to
the
extent
applicable,
of
the
other
Group
Members
of
which the
Managing
Member
is
a
general
partner
or
a
managing
member.
The
right
of
the
holders
of
Outstanding
Units
to
remove
the
Managing
Member
shall
not
exist or
be
exercised
unless
the
Company
has
received
an
opinion
opining
as
to
the
matters
covered
by
a
Withdrawal
Opinion
of
Counsel.
Any
successor
Managing Member
elected
in
accordance
with
the
terms
of
this
Section
11.2
shall
be
subject
to
the
provisions
of
Section
10.2
.
Section
11.3
Interest
of
Departing
Managing
Member
and
Successor
Managing
Member
.
(a)
In
the
event
of
(i)
withdrawal
of
the
Managing
Member
under
circumstances
where
such
withdrawal
does
not
violate
this
Agreement
or (ii)
removal
of
the
Managing
Member
by
the
holders
of
Outstanding
Units
under
circumstances
where
Cause
does
not
exist,
if
the
successor
Managing Member
is
elected
in
accordance
with
the
terms
of
Section
11.1
or
Section
11.2
,
the
Departing
Managing
Member
shall
have
the
option,
exercisable
prior to
the
effective
date
of
the
withdrawal
or
removal
of
such
Departing
Managing
Member,
to
require
its
successor
to
purchase
its
Managing
Member
Interest and
its
or
its
Affiliates'
managing
member
interest
(or
equivalent
30
interest),
if
any,
in
the
other
Group
Members
(collectively,
the
"
Combined
Interest
")
in
exchange
for
an
amount
in
cash
equal
to
the
fair
market
value
of such
Combined
Interest,
such
amount
to
be
determined
and
payable
as
of
the
effective
date
of
its
withdrawal
or
removal.
If
the
Managing
Member
is removed
by
the
Unitholders
under
circumstances
where
Cause
exists
or
if
the
Managing
Member
withdraws
under
circumstances
where
such
withdrawal violates
this
Agreement,
and
if
a
successor
Managing
Member
is
elected
in
accordance
with
the
terms
of
Section
11.1
or
Section
11.2
(or
if
the
business
of the
Company
is
continued
pursuant
to
Section
12.2
and
the
successor
Managing
Member
is
not
the
former
Managing
Member),
such
successor
shall
have the
option,
exercisable
prior
to
the
effective
date
of
the
withdrawal
or
removal
of
such
Departing
Managing
Member
(or,
in
the
event
the
business
of
the Company
is
continued,
prior
to
the
date
the
business
of
the
Company
is
continued),
to
purchase
the
Combined
Interest
for
such
fair
market
value
of
such Combined
Interest.
In
either
event,
the
Departing
Managing
Member
shall
be
entitled
to
receive
all
reimbursements
due
such
Departing
Managing
Member pursuant
to
Section
7.5
,
including
any
employee-related
liabilities
(including
severance
liabilities),
incurred
in
connection
with
the
termination
of
any employees
employed
by
the
Departing
Managing
Member
or
its
Affiliates
(other
than
any
Group
Member)
for
the
benefit
of
the
Company
or
the
other Group
Members.
For
purposes
of
this
Section
11.3(a)
,
the
fair
market
value
of
the
Combined
Interest
shall
be
determined
by
agreement
between
the
Departing Managing
Member
and
its
successor
or,
failing
agreement
within
30
days
after
the
effective
date
of
such
Departing
Managing
Member's
withdrawal or
removal,
by
an
independent
investment
banking
firm,
or
other
independent
expert
selected
by
the
Departing
Managing
Member
and
its
successor, which,
in
turn,
may
rely
on
other
experts,
and
the
determination
of
which
shall
be
conclusive
as
to
such
matter.
If
such
parties
cannot
agree
upon one
independent
investment
banking
firm
or
other
independent
expert
within
45
days
after
the
effective
date
of
such
withdrawal
or
removal,
then the
Departing
Managing
Member
shall
designate
an
independent
investment
banking
firm
or
other
independent
expert,
the
Departing
Managing Member's
successor
shall
designate
an
independent
investment
banking
firm
or
other
independent
expert,
and
such
firms
or
experts
shall
mutually select
a
third
independent
investment
banking
firm
or
independent
expert,
which
third
independent
investment
banking
firm
or
other
independent expert
shall
determine
the
fair
market
value
of
the
Combined
Interest.
In
making
its
determination,
such
third
independent
investment
banking
firm or
other
independent
expert
may
consider
the
value
of
the
Units,
including
the
then
current
trading
price
of
Units
on
any
National
Securities Exchange
on
which
Units
are
then
listed
or
admitted
to
trading,
the
value
of
the
Company's
assets,
the
rights
and
obligations
of
the
Departing Managing
Member,
and
other
factors
it
may
deem
relevant.
(b)
If
the
Combined
Interest
is
not
purchased
in
the
manner
set
forth
in
Section
11.3(a)
,
the
Departing
Managing
Member
(and
its
Affiliates,
if applicable)
shall
become
a
Non-Managing
Member
and
the
Combined
Interest
shall
be
converted
into
Common
Units
pursuant
to
a
valuation
made
by
an investment
banking
firm
or
other
independent
expert
selected
pursuant
to
Section
11.3(a)
,
without
reduction
in
such
Membership
Interest
(but
subject
to proportionate
dilution
by
reason
of
the
admission
of
its
successor).
Any
successor
Managing
Member
shall
indemnify
the
Departing
Managing
Member
as to
all
debts
and
liabilities
of
the
Company
arising
on
or
after
the
date
on
which
the
Departing
Managing
Member
becomes
a
Non-Managing
Member.
For purposes
of
this
Agreement,
conversion
of
the
Combined
Interest
to
Common
Units
will
be
characterized
as
if
the
Departing
Managing
Member
(and
its Affiliates,
if
applicable)
contributed
the
Combined
Interest
to
the
Company
in
exchange
for
the
newly
issued
Common
Units.
31
Section
11.4
Withdrawal
of
Non-Managing
Members
.
No
Non-Managing
Member
shall
have
any
right
to
withdraw
from
the
Company;
provided
, however
,
that
when
a
transferee
of
a
Non-Managing
Member's
Non-Managing
Member
Interest
becomes
a
Record
Holder
of
the
Non-Managing
Member
Interest so
transferred,
such
transferring
Non-Managing
Member
shall
cease
to
be
a
Non-Managing
Member
with
respect
to
the
Non-Managing
Member
Interest
so transferred.
ARTICLE
XII
DISSOLUTION
AND
LIQUIDATION
Section
12.1
Dissolution
.
The
Company
shall
not
be
dissolved
by
the
admission
of
additional
Non-Managing
Members
or
by
the
admission
of
a successor
Managing
Member
in
accordance
with
the
terms
of
this
Agreement.
Upon
the
removal
or
withdrawal
of
the
Managing
Member,
if
a
successor
Managing Member
is
elected
pursuant
to
Section
11.1
,
Section
11.2
,
or
Section
12.2
,
the
Company
shall
not
be
dissolved
and
such
successor
Managing
Member
is
hereby authorized
to,
and
shall,
continue
the
business
of
the
Company.
Subject
to
Section
12.2
,
the
Company
shall
dissolve,
and
its
affairs
shall
be
wound
up,
upon:
(a)
an
Event
of
Withdrawal
of
the
Managing
Member
as
provided
in
Section
11.1(a)
(other
than
Section
11.1(a)(ii)
),
unless
a
successor
is
elected
and such
successor
is
admitted
to
the
Company
pursuant
to
this
Agreement;
(b)
an
election
to
dissolve
the
Company
by
the
Managing
Member
that
is
approved
by
a
Unit
Majority;
(c)
the
entry
of
a
decree
of
judicial
dissolution
of
the
Company
pursuant
to
the
provisions
of
the
Delaware
Act;
or
(d)
at
any
time
there
are
no
Non-Managing
Members,
unless
the
Company
is
continued
without
dissolution
in
accordance
with
the
Delaware
Act.
Section
12.2
Continuation
of
the
Business
of
the
Company
After
Dissolution
.
Upon
(a)
an
Event
of
Withdrawal
caused
by
the
withdrawal
or
removal of
the
Managing
Member
as
provided
in
Section
11.1(a)(i)
or
(iii)
and
the
failure
of
the
Members
to
select
a
successor
to
such
Departing
Managing
Member pursuant
to
Section
11.1
or
Section
11.2
,
then
within
90
days
thereafter,
or
(b)
an
event
constituting
an
Event
of
Withdrawal
as
defined
in
Section
11.1(a)(iv)
,
(v)
, or
(vi)
,
then,
to
the
maximum
extent
permitted
by
law,
within
180
days
thereafter,
a
Unit
Majority
may
elect
to
continue
the
business
of
the
Company
on
the
same terms
and
conditions
set
forth
in
this
Agreement
by
appointing
as
a
successor
Managing
Member
a
Person
approved
by
a
Unit
Majority.
Unless
such
an
election
is made
within
the
applicable
time
period
as
set
forth
above,
the
Company
shall
conduct
only
activities
necessary
to
wind
up
its
affairs.
If
such
an
election
is
so
made, then:
(i)
the
Company
shall
continue
without
dissolution
unless
earlier
dissolved
in
accordance
with
this
Article
XII
;
(ii)
if
the
successor
Managing
Member
is
not
the
former
Managing
Member,
then
the
interest
of
the
former
Managing
Member
shall
be
treated
in
the manner
provided
in
Section
11.3
;
and
(iii)
the
successor
Managing
Member
shall
be
admitted
to
the
Company
as
Managing
Member,
effective
as
of
the
Event
of
Withdrawal,
by
agreeing in
writing
to
be
bound
by
this
Agreement;
provided,
that
the
right
of
a
Unit
Majority
to
approve
a
successor
Managing
Member
and
to
continue
the
business
of
the
Company
shall
not
exist
and
may
not
be exercised
unless
the
Company
has
received
an
Opinion
of
Counsel
that
the
exercise
of
the
right
would
not
result
in
the
loss
of
limited
liability
under
the
Delaware Act
of
any
Non-Managing
Member.
32
Section
12.3
Liquidator
.
Upon
dissolution
of
the
Company,
unless
the
business
of
the
Company
is
continued
pursuant
to
Section
12.2
,
the
Managing Member
shall
select
one
or
more
Persons
to
act
as
Liquidator.
The
Liquidator
(if
other
than
the
Managing
Member)
shall
be
entitled
to
receive
such
compensation for
its
services
as
may
be
approved
by
holders
of
a
majority
of
the
Outstanding
Units.
The
Liquidator
(if
other
than
the
Managing
Member)
shall
agree
not
to resign
at
any
time
without
15
days'
prior
notice
and
may
be
removed
at
any
time,
with
or
without
cause,
by
notice
of
removal
approved
by
holders
of
a
majority
of the
Outstanding
Units.
Upon
dissolution,
removal
or
resignation
of
the
Liquidator,
a
successor
and
substitute
Liquidator
(who
shall
have
and
succeed
to
all
rights, powers
and
duties
of
the
original
Liquidator)
shall
within
30
days
thereafter
be
approved
by
holders
of
a
majority
of
the
Outstanding
Units.
The
right
to
approve
a successor
or
substitute
Liquidator
in
the
manner
provided
herein
shall
be
deemed
to
refer
also
to
any
such
successor
or
substitute
Liquidator
approved
in
the manner
herein
provided.
Except
as
expressly
provided
in
this
Article
XII
,
the
Liquidator
approved
in
the
manner
provided
herein
shall
have
and
may
exercise, without
further
authorization
or
consent
of
any
of
the
parties
hereto,
all
of
the
powers
conferred
upon
the
Managing
Member
under
the
terms
of
this
Agreement (but
subject
to
all
of
the
applicable
limitations,
contractual
and
otherwise,
upon
the
exercise
of
such
powers,
other
than
the
limitation
on
sale
set
forth
in
Section
7.4 )
necessary
or
appropriate
to
carry
out
the
duties
and
functions
of
the
Liquidator
hereunder
for
and
during
the
period
of
time
required
to
complete
the
winding
up and
liquidation
of
the
Company
as
provided
for
herein.
Section
12.4
Liquidation
.
The
Liquidator
shall
proceed
to
dispose
of
the
assets
of
the
Company,
discharge
its
liabilities,
and
otherwise
wind
up
its affairs
in
such
manner
and
over
such
period
as
determined
by
the
Liquidator,
subject
to
Section
17-804
of
the
Delaware
Act
and
the
following:
(a)
The
assets
may
be
disposed
of
by
public
or
private
sale
or
by
distribution
in
kind
to
one
or
more
Members
on
such
terms
as
the
Liquidator
and such
Member
or
Members
may
agree.
If
any
property
is
distributed
in
kind,
the
Member
receiving
the
property
shall
be
deemed
for
purposes
of Section
12.4(c)
to
have
received
cash
equal
to
its
fair
market
value;
and
contemporaneously
therewith,
appropriate
cash
distributions
must
be
made
to
the other
Members.
The
Liquidator
may
defer
liquidation
or
distribution
of
the
Company's
assets
for
a
reasonable
time
if
it
determines
that
an
immediate
sale or
distribution
of
all
or
some
of
the
Company's
assets
would
be
impractical
or
would
cause
undue
loss
to
the
Members.
The
Liquidator
may
distribute
the Company's
assets,
in
whole
or
in
part,
in
kind
if
it
determines
that
a
sale
would
be
impractical
or
would
cause
undue
loss
to
the
Members.
(b)
Liabilities
of
the
Company
include
amounts
owed
to
the
Liquidator
as
compensation
for
serving
in
such
capacity
(subject
to
the
terms
of Section
12.3
)
and
amounts
to
Members
otherwise
than
in
respect
of
their
distribution
rights
under
Article
VI
.
With
respect
to
any
liability
that
is contingent,
conditional,
or
unmatured
or
is
otherwise
not
yet
due
and
payable,
the
Liquidator
shall
either
settle
such
claim
for
such
amount
as
it
thinks appropriate
or
establish
a
reserve
of
cash
or
other
assets
to
provide
for
its
payment.
When
paid,
any
unused
portion
of
the
reserve
shall
be
distributed
as additional
liquidation
proceeds.
(c)
All
property
and
all
cash
in
excess
of
that
required
to
discharge
liabilities
as
provided
in
Section
12.4(b)
shall
be
distributed
100%
to
the
Members Pro
Rata.
Section
12.5
Cancellation
of
Certificate
of
Formation
.
Upon
the
completion
of
the
distribution
of
Company
cash
and
property
as
provided
in Section
12.4
in
connection
with
the
liquidation
of
the
Company,
the
Certificate
of
Formation
and
all
qualifications
of
the
Company
as
a
foreign
limited
liability company
in
jurisdictions
other
than
the
State
of
Delaware
shall
be
canceled
and
such
other
actions
as
may
be
necessary
to
terminate
the
Company
shall
be
taken.
33
Section
12.6
Return
of
Contributions
.
The
Managing
Member
shall
not
be
personally
liable
for,
and
shall
have
no
obligation
to
contribute
or
loan
any monies
or
property
to
the
Company
to
enable
it
to
effectuate,
the
return
of
the
Capital
Contributions
of
the
Non-Managing
Members
or
Unitholders,
or
any
portion thereof,
it
being
expressly
understood
that
any
such
return
shall
be
made
solely
from
Company
assets.
Section
12.7
Waiver
of
Partition
.
To
the
maximum
extent
permitted
by
law,
each
Member
hereby
waives
any
right
to
partition
of
the
Company property.
ARTICLE
XIII
AMENDMENT
OF
OPERATING
AGREEMENT;
MEETINGS;
RECORD
DATE
Section
13.1
Amendments
to
be
Adopted
Solely
by
the
Managing
Member
.
Each
Member
agrees
that
the
Managing
Member,
without
the
approval
of any
Member,
may
amend
any
provision
of
this
Agreement
and
execute,
swear
to,
acknowledge,
deliver,
file,
and
record
whatever
documents
may
be
required
in connection
therewith,
to
reflect:
(a)
a
change
in
the
name
of
the
Company,
the
location
of
the
principal
place
of
business
of
the
Company,
the
registered
agent
of
the
Company
or
the registered
office
of
the
Company;
(b)
admission,
substitution,
withdrawal,
or
removal
of
Members
in
accordance
with
this
Agreement;
(c)
a
change
that
the
Managing
Member
determines
to
be
necessary
or
appropriate
to
qualify
or
continue
the
qualification
of
the
Company
as
a limited
liability
company
or
other
entity
in
which
the
Non-Managing
Members
have
limited
liability
under
the
laws
of
any
state;
(d)
a
change
that
the
Managing
Member
determines
(i)
does
not
adversely
affect
the
Non-Managing
Members
(including
any
particular
class
of Membership
Interests
as
compared
to
other
classes
of
Membership
Interests)
in
any
material
respect,
(ii)
to
be
necessary
or
appropriate
to
(A)
satisfy
any requirements,
conditions,
or
guidelines
contained
in
any
opinion,
directive,
order,
ruling
or
regulation
of
any
federal
or
state
agency
or
judicial
authority
or contained
in
any
federal
or
state
statute
(including
the
Delaware
Act)
or
(B)
facilitate
the
trading
of
the
Units
(including
the
division
of
any
class
or
classes of
Outstanding
Units
into
different
classes
to
facilitate
uniformity
of
tax
consequences
within
such
classes
of
Units)
or
comply
with
any
rule,
regulation, guideline,
or
requirement
of
any
National
Securities
Exchange
on
which
the
Units
are
or
will
be
listed
or
admitted
to
trading,
(iii)
to
be
necessary
or appropriate
in
connection
with
action
taken
by
the
Managing
Member
pursuant
to
Section
5.6
or
(iv)
is
required
to
effect
the
intent
expressed
in
the Registration
Statement
or
the
intent
of
the
provisions
of
this
Agreement
or
is
otherwise
contemplated
by
this
Agreement;
(e)
a
change
in
the
fiscal
year
or
taxable
period
of
the
Company
and
any
other
changes
that
the
Managing
Member
determines
to
be
necessary
or appropriate
as
a
result
of
a
change
in
the
fiscal
year
or
taxable
period
of
the
Company
including,
if
the
Managing
Member
shall
so
determine,
a
change
in the
definition
of
"Quarter"
and
the
dates
on
which
distributions
are
to
be
made
by
the
Company;
(f)
an
amendment
that
is
necessary,
in
the
Opinion
of
Counsel,
to
prevent
the
Company,
or
the
Managing
Member
or
its
directors,
officers,
trustees, or
agents
from
in
any
manner
being
subjected
to
the
provisions
of
the
Investment
Company
Act
of
1940,
as
amended,
the
Investment
Advisers
Act
of
1940, as
amended,
or
"plan
asset"
regulations
adopted
under
the
Employee
Retirement
Income
Security
Act
of
1974,
as
amended,
regardless
of
whether
such
are substantially
similar
to
plan
asset
regulations
currently
applied
or
proposed
by
the
United
States
Department
of
Labor;
34
(g)
an
amendment
that
the
Managing
Member
determines
to
be
necessary
or
appropriate
in
connection
with
the
creation,
authorization
or
issuance
of any
class
or
series
of
Membership
Interests
and
Derivative
Instruments
pursuant
to
Section
5.4
;
(h)
any
amendment
expressly
permitted
in
this
Agreement
to
be
made
by
the
Managing
Member
acting
alone;
(i)
an
amendment
effected,
necessitated
or
contemplated
by
a
Merger
Agreement
approved
in
accordance
with
Section
14.3
;
(j)
an
amendment
that
the
Managing
Member
determines
to
be
necessary
or
appropriate
to
reflect
and
account
for
the
formation
by
the
Company
of, or
investment
by
the
Company
in,
any
corporation,
partnership,
joint
venture,
limited
liability
company
or
other
entity,
in
connection
with
the
conduct
by the
Company
of
activities
permitted
by
the
terms
of
Section
2.4
or
Section
7.1(a)
;
(k)
a
merger,
conveyance,
or
conversion
pursuant
to
Section
14.3(d)
;
or
(l)
any
other
amendments
substantially
similar
to
the
foregoing.
Section
13.2
Amendment
Procedures
.
Amendments
to
this
Agreement
may
be
proposed
only
by
the
Managing
Member.
To
the
fullest
extent
permitted by
law,
the
Managing
Member
shall
have
no
duty
or
obligation
to
propose
or
approve
any
amendment
to
this
Agreement
and
may
decline
to
do
so
in
its
sole discretion.
An
amendment
shall
be
effective
upon
its
approval
by
the
Managing
Member
and,
except
as
otherwise
provided
by
Section
13.1
or
13.3,
a
Unit Majority,
unless
a
greater
or
different
percentage
is
required
under
this
Agreement
or
by
Delaware
law.
Each
proposed
amendment
that
requires
the
approval
of
the holders
of
a
specified
percentage
of
Outstanding
Units
shall
be
set
forth
in
a
writing
that
contains
the
text
of
the
proposed
amendment.
If
such
an
amendment
is proposed,
the
Managing
Member
shall
seek
the
written
approval
of
the
requisite
percentage
of
Outstanding
Units
or
call
a
meeting
of
the
Unitholders
to
consider and
vote
on
such
proposed
amendment.
The
Managing
Member
shall
notify
all
Record
Holders
upon
final
adoption
of
any
amendments.
The
Managing
Member shall
be
deemed
to
have
notified
all
Record
Holders
as
required
by
this
Section
13.2
if
it
has
either
(i)
filed
such
amendment
with
the
Commission
via
its
Electronic Data
Gathering,
Analysis
and
Retrieval
system
and
such
amendment
is
publicly
available
on
such
system
or
(ii)
made
such
amendment
available
on
the
Company's website.
Section
13.3
Amendment
Requirements
.
(a)
Notwithstanding
the
provisions
of
Section
13.1
(other
than
Section
13.1(d)(iv)
)
and
Section
13.2
,
no
provision
of
this
Agreement
(other
than Section
11.2
or
Section
13.4
)
that
establishes
a
percentage
of
Outstanding
Units
(including
Units
deemed
owned
by
the
Managing
Member)
or
requires
a vote
or
approval
of
Members
(or
a
subset
of
Members)
holding
a
specified
Percentage
Interest
to
take
any
action
shall
be
amended,
altered,
changed, repealed
or
rescinded
in
any
respect
that
would
have
the
effect
of
reducing
or
increasing
such
percentage,
unless
such
amendment
is
approved
by
the written
consent
or
the
affirmative
vote
of
holders
of
Outstanding
Units
whose
aggregate
Outstanding
Units
constitute
not
less
than
the
voting
requirement sought
to
be
reduced
or
increased,
as
applicable,
or
the
affirmative
vote
of
Members
whose
aggregate
Percentage
Interests
constitute
not
less
than
the voting
requirement
sought
to
be
reduced
or
increased,
as
applicable.
(b)
Notwithstanding
the
provisions
of
Section
13.1
(other
than
Section
13.1(d)(iv)
)
and
Section
13.2
,
no
amendment
to
this
Agreement
may (i)
enlarge
the
obligations
of
(including
requiring
any
holder
of
a
class
of
Membership
Interests
to
make
additional
Capital
Contributions
to
the
Company) any
Non-Managing
Member
without
its
consent,
unless
such
shall
be
deemed
to
have
occurred
as
a
result
of
an
amendment
approved
pursuant
to Section
13.3(c)
,
or
(ii)
enlarge
the
obligations
of,
restrict,
change,
or
modify
in
any
way
any
action
by
or
rights
of,
or
reduce
in
35
any
way
the
amounts
distributable,
reimbursable,
or
otherwise
payable
to,
the
Managing
Member
or
any
of
its
Affiliates
without
its
consent,
which
consent may
be
given
or
withheld
at
its
option.
(c)
Except
as
provided
in
Section
14.3
or
Section
13.1
,
any
amendment
that
would
have
a
material
adverse
effect
on
the
rights
or
preferences
of
any class
of
Membership
Interests
in
relation
to
other
classes
of
Membership
Interests
must
be
approved
by
the
holders
of
not
less
than
a
majority
of
the Outstanding
Membership
Interests
of
the
class
affected.
If
the
Managing
Member
determines
an
amendment
does
not
satisfy
the
requirements
of Section
13.1(d)(i)
because
it
adversely
affects
one
or
more
classes
of
Membership
Interests,
as
compared
to
other
classes
of
Membership
Interests,
in
any material
respect,
such
amendment
shall
only
be
required
to
be
approved
by
the
adversely
affected
class
or
classes.
(d)
Notwithstanding
any
other
provision
of
this
Agreement,
except
for
amendments
pursuant
to
Section
13.1
and
except
as
otherwise
provided
by Section
14.3(b)
,
no
amendments
shall
become
effective
without
the
approval
of
the
holders
of
at
least
90%
of
the
Percentage
Interests
of
all
Non-Managing Members
voting
as
a
single
class
unless
the
Company
obtains
an
Opinion
of
Counsel
to
the
effect
that
such
amendment
will
not
affect
the
limited
liability of
any
Non-Managing
Member
under
applicable
limited
liability
company
law
of
the
state
under
whose
laws
the
Company
is
organized.
(e)
Except
as
provided
in
Section
13.1
,
this
Section
13.3
shall
only
be
amended
with
the
approval
of
Members
(including
the
Managing
Member
and its
Affiliates)
holding
at
least
90%
of
the
Percentage
Interests
of
all
Non-Managing
Members.
Section
13.4
Special
Meetings
.
All
acts
of
Non-Managing
Members
to
be
taken
pursuant
to
this
Agreement
shall
be
taken
in
the
manner
provided
in
this Article
XIII
.
Special
meetings
of
the
Non-Managing
Members
may
be
called
by
the
Managing
Member
or
by
Non-
Managing
Members
owning
20%
or
more
of the
Outstanding
Units
of
the
class
or
classes
for
which
a
meeting
is
proposed.
Non-Managing
Members
shall
call
a
special
meeting
by
delivering
to
the
Managing Member
one
or
more
requests
in
writing
stating
that
the
signing
Non-Managing
Members
wish
to
call
a
special
meeting
and
indicating
the
general
or
specific purposes
for
which
the
special
meeting
is
to
be
called.
Within
60
days
after
receipt
of
such
a
call
from
Non-Managing
Members
or
within
such
greater
time
as
may be
reasonably
necessary
for
the
Company
to
comply
with
any
statutes,
rules,
regulations,
listing
agreements,
or
similar
requirements
governing
the
holding
of
a meeting
or
the
solicitation
of
proxies
for
use
at
such
a
meeting,
the
Managing
Member
shall
send
a
notice
of
the
meeting
to
the
Non-Managing
Members
either directly
or
indirectly
through
the
Transfer
Agent.
A
meeting
shall
be
held
at
a
time
and
place
determined
by
the
Managing
Member
on
a
date
not
less
than
10
days nor
more
than
60
days
after
the
time
notice
of
the
meeting
is
given
as
provided
in
Section
16.1
.
Non-Managing
Members
shall
not
vote
on
matters
that
would cause
the
Non-Managing
Members
to
be
deemed
to
be
taking
part
in
the
management
and
control
of
the
business
and
affairs
of
the
Company
so
as
to
jeopardize the
Non-Managing
Members'
limited
liability
under
the
Delaware
Act
or
the
law
of
any
other
state
in
which
the
Company
is
qualified
to
do
business.
Section
13.5
Notice
of
a
Meeting
.
Notice
of
a
meeting
called
pursuant
to
Section
13.4
shall
be
given
to
the
Record
Holders
of
the
class
or
classes
of Units
for
which
a
meeting
is
proposed
in
writing
by
mail
or
other
means
of
written
communication
in
accordance
with
Section
16.1
.
The
notice
shall
be
deemed
to have
been
given
at
the
time
when
deposited
in
the
mail
or
sent
by
other
means
of
written
communication.
Section
13.6
Record
Date
.
For
purposes
of
determining
the
Non-Managing
Members
entitled
to
notice
of
or
to
vote
at
a
meeting
of
the
Non-Managing Members
or
to
give
approvals
without
a
meeting
as
provided
in
Section
13.11
the
Managing
Member
may
set
a
Record
Date,
which
shall
not
be
less
than
10
nor more
than
60
days
before
(a)
the
date
of
the
meeting
(unless
such
requirement
conflicts
with
any
rule,
regulation,
guideline
or
requirement
of
any
National Securities
Exchange
on
36
which
the
Units
are
listed
or
admitted
to
trading
or
U.S.
federal
securities
laws,
in
which
case
the
rule,
regulation,
guideline
or
requirement
of
such
National Securities
Exchange
or
U.S.
federal
securities
laws
shall
govern)
or
(b)
in
the
event
that
approvals
are
sought
without
a
meeting,
the
date
by
which
Non-Managing Members
are
requested
in
writing
by
the
Managing
Member
to
give
such
approvals.
If
the
Managing
Member
does
not
set
a
Record
Date,
then
(x)
the
Record
Date for
determining
the
Non-Managing
Members
entitled
to
notice
of
or
to
vote
at
a
meeting
of
the
Non-Managing
Members
shall
be
the
close
of
business
on
the
day next
preceding
the
day
on
which
notice
is
given,
and
(y)
the
Record
Date
for
determining
the
Non-Managing
Members
entitled
to
give
approvals
without
a
meeting shall
be
the
date
the
first
written
approval
is
deposited
with
the
Company
in
care
of
the
Managing
Member
in
accordance
with
Section
13.11
.
Section
13.7
Adjournment
.
Prior
to
the
date
upon
which
any
meeting
of
Non-Managing
Members
is
to
be
held,
the
Managing
Member
may
postpone such
meeting
one
or
more
times
for
any
reason
by
giving
notice
to
each
Non-Managing
Member
entitled
to
vote
at
the
meeting
so
postponed
of
the
place,
date,
and hour
at
which
such
meeting
would
be
held.
Such
notice
shall
be
given
not
fewer
than
two
days
before
the
date
of
such
meeting
and
otherwise
in
accordance
with this
Article
XIII
.
When
a
meeting
is
postponed,
a
new
Record
Date
need
not
be
fixed
unless
such
postponement
shall
be
for
more
than
45
days.
Any
meeting
of Non-Managing
Members
may
be
adjourned
by
the
Managing
Member
one
or
more
times
for
any
reason,
including
the
failure
of
a
quorum
to
be
present
at
the meeting
with
respect
to
any
proposal
or
the
failure
of
any
proposal
to
receive
sufficient
votes
for
approval.
No
Non-Managing
Member
vote
shall
be
required
for any
adjournment.
A
meeting
of
Non-Managing
Members
may
be
adjourned
by
the
Managing
Member
as
to
one
or
more
proposals
regardless
of
whether
action
has been
taken
on
other
matters.
When
a
meeting
is
adjourned
to
another
time
or
place,
notice
need
not
be
given
of
the
adjourned
meeting
and
a
new
Record
Date
need not
be
fixed,
if
the
time
and
place
thereof
are
announced
at
the
meeting
at
which
the
adjournment
is
taken,
unless
such
adjournment
shall
be
for
more
than
45
days. At
the
adjourned
meeting,
the
Company
may
transact
any
business
which
might
have
been
transacted
at
the
original
meeting.
If
the
adjournment
is
for
more
than 45
days
or
if
a
new
Record
Date
is
fixed
for
the
adjourned
meeting,
a
notice
of
the
adjourned
meeting
shall
be
given
in
accordance
with
this
Article
XIII
.
Section
13.8
Waiver
of
Notice;
Approval
of
Meeting;
Approval
of
Minutes
.
The
transaction
of
business
at
any
meeting
of
Non-Managing
Members, however
called
and
noticed,
and
whenever
held,
shall
be
as
valid
as
if
it
had
occurred
at
a
meeting
duly
held
after
regular
call
and
notice,
if
a
quorum
is
present either
in
person
or
by
proxy.
Attendance
of
a
Non-Managing
Member
at
a
meeting
shall
constitute
a
waiver
of
notice
of
the
meeting,
except
when
the
NonManaging
Member
attends
the
meeting
for
the
express
purpose
of
objecting,
at
the
beginning
of
the
meeting,
to
the
transaction
of
any
business
because
the
meeting is
not
lawfully
called
or
convened;
and
except
that
attendance
at
a
meeting
is
not
a
waiver
of
any
right
to
disapprove
the
consideration
of
matters
required
to
be included
in
the
notice
of
the
meeting,
but
not
so
included,
if
the
disapproval
is
expressly
made
at
the
meeting.
Section
13.9
Quorum
and
Voting
.
The
holders
of
a
majority,
by
Percentage
Interest,
of
Membership
Interests
of
the
class
or
classes
for
which
a
meeting has
been
called
(including
Membership
Interests
deemed
owned
by
the
Managing
Member)
represented
in
person
or
by
proxy
shall
constitute
a
quorum
at
a meeting
of
Members
of
such
class
or
classes
unless
any
such
action
by
the
Members
requires
approval
by
holders
of
a
greater
Percentage
Interest,
in
which
case
the quorum
shall
be
such
greater
Percentage
Interest.
At
any
meeting
of
the
Members
duly
called
and
held
in
accordance
with
this
Agreement
at
which
a
quorum
is present,
the
act
of
Members
holding
Membership
Interests
that,
in
the
aggregate,
represent
a
majority
of
the
Percentage
Interest
of
those
present
in
person
or
by proxy
at
such
meeting
shall
be
deemed
to
constitute
the
act
of
all
Members,
unless
a
greater
or
different
percentage
is
required
with
respect
to
such
action
under
the provisions
of
this
Agreement,
in
which
case
the
act
of
the
Members
holding
Membership
Interests
that
in
the
aggregate
represent
at
least
such
greater
or
different percentage
shall
be
required;
provided
,
however
,
37
that
if,
as
a
matter
of
law
or
provision
of
this
Agreement,
approval
by
plurality
vote
of
Members
(or
any
class
thereof)
is
required
to
approve
any
action,
no minimum
quorum
shall
be
required.
The
Members
present
at
a
duly
called
or
held
meeting
at
which
a
quorum
is
present
may
continue
to
transact
business
until adjournment,
notwithstanding
the
withdrawal
of
enough
Members
to
leave
less
than
a
quorum,
if
any
action
taken
(other
than
adjournment)
is
approved
by Members
holding
the
required
Percentage
Interest
specified
in
this
Agreement.
Section
13.10
Conduct
of
a
Meeting
.
The
Managing
Member
shall
have
full
power
and
authority
concerning
the
manner
of
conducting
any
meeting
of the
Non-Managing
Members
or
solicitation
of
approvals
in
writing,
including
the
determination
of
Persons
entitled
to
vote,
the
existence
of
a
quorum,
the satisfaction
of
the
requirements
of
Section
13.4
,
the
conduct
of
voting,
the
validity
and
effect
of
any
proxies,
and
the
determination
of
any
controversies,
votes
or challenges
arising
in
connection
with
or
during
the
meeting
or
voting.
The
Managing
Member
shall
designate
a
Person
to
serve
as
chairman
of
any
meeting
and shall
further
designate
a
Person
to
take
the
minutes
of
any
meeting.
All
minutes
shall
be
kept
with
the
records
of
the
Company
maintained
by
the
Managing Member.
The
Managing
Member
may
make
such
other
regulations
consistent
with
applicable
law
and
this
Agreement
as
it
may
deem
advisable
concerning
the conduct
of
any
meeting
of
the
Non-Managing
Members
or
solicitation
of
approvals
in
writing,
including
regulations
in
regard
to
the
appointment
of
proxies,
the appointment
and
duties
of
inspectors
of
votes
and
approvals,
the
submission
and
examination
of
proxies
and
other
evidence
of
the
right
to
vote,
and
the
revocation of
approvals
in
writing.
Section
13.11
Action
Without
a
Meeting
.
If
authorized
by
the
Managing
Member,
any
action
that
may
be
taken
at
a
meeting
of
the
Non-Managing Members
may
be
taken
without
a
meeting,
without
a
vote
and
without
prior
notice,
if
an
approval
in
writing
setting
forth
the
action
so
taken
is
signed
by
NonManaging
Members
owning
not
less
than
the
minimum
percentage,
by
Percentage
Interest,
of
the
Membership
Interests
of
the
class
or
classes
for
which
a
meeting has
been
called
(including
Membership
Interests
deemed
owned
by
the
Managing
Member),
as
the
case
may
be,
that
would
be
necessary
to
authorize
or
take
such action
at
a
meeting
at
which
all
the
Non-Managing
Members
entitled
to
vote
at
such
meeting
were
present
and
voted
(unless
such
provision
conflicts
with
any
rule, regulation,
guideline
or
requirement
of
any
National
Securities
Exchange
on
which
the
Units
are
listed
or
admitted
to
trading,
in
which
case
the
rule,
regulation, guideline
or
requirement
of
such
National
Securities
Exchange
shall
govern).
Prompt
notice
of
the
taking
of
action
without
a
meeting
shall
be
given
to
the
NonManaging
Members
who
have
not
approved
in
writing.
The
Managing
Member
may
specify
that
any
written
ballot
submitted
to
Non-Managing
Members
for
the purpose
of
taking
any
action
without
a
meeting
shall
be
returned
to
the
Company
within
the
time
period,
which
shall
be
not
less
than
20
days,
specified
by
the Managing
Member.
If
a
ballot
returned
to
the
Company
does
not
vote
all
of
the
Membership
Interests
held
by
the
Non-Managing
Members,
the
Company
shall
be deemed
to
have
failed
to
receive
a
ballot
for
the
Membership
Interests
that
were
not
voted.
If
approval
of
the
taking
of
any
action
by
the
Non-Managing
Members is
solicited
by
any
Person
other
than
by
or
on
behalf
of
the
Managing
Member,
the
written
approvals
shall
have
no
force
and
effect
unless
and
until
(a)
they
are deposited
with
the
Company
in
care
of
the
Managing
Member
and
(b)
an
Opinion
of
Counsel
is
delivered
to
the
Managing
Member
to
the
effect
that
the
exercise
of such
right
and
the
action
proposed
to
be
taken
with
respect
to
any
particular
matter
(i)
will
not
cause
the
Non-Managing
Members
to
be
deemed
to
be
taking
part
in the
management
and
control
of
the
business
and
affairs
of
the
Company
so
as
to
jeopardize
the
Non-Managing
Members'
limited
liability,
and
(ii)
is
otherwise permissible
under
the
state
statutes
then
governing
the
rights,
duties
and
liabilities
of
the
Company
and
the
Members.
Nothing
contained
in
this
Section
13.11
shall be
deemed
to
require
the
Managing
Member
to
solicit
all
Non-Managing
Members
in
connection
with
a
matter
approved
by
the
holders
of
the
requisite
percentage of
Membership
Interests
acting
by
written
consent
without
a
meeting.
38
Section
13.12
Right
to
Vote
and
Related
Matters
.
(a)
Only
those
Record
Holders
of
the
Outstanding
Membership
Interests
on
the
Record
Date
set
pursuant
to
Section
13.6
shall
be
entitled
to
notice
of, and
to
vote
at,
a
meeting
of
Non-Managing
Members
or
to
act
with
respect
to
matters
as
to
which
the
holders
of
the
Outstanding
Membership
Interests
have the
right
to
vote
or
to
act.
All
references
in
this
Agreement
to
votes
of,
or
other
acts
that
may
be
taken
by,
the
Outstanding
Membership
Interests
shall
be deemed
to
be
references
to
the
votes
or
acts
of
the
Record
Holders
of
such
Outstanding
Membership
Interests.
(b)
With
respect
to
Membership
Interests
that
are
held
for
a
Person's
account
by
another
Person
(such
as
a
broker,
dealer,
bank,
trust
company
or clearing
corporation,
or
an
agent
of
any
of
the
foregoing),
in
whose
name
such
Membership
Interests
are
registered,
such
other
Person
shall,
in
exercising the
voting
rights
in
respect
of
such
Membership
Interests
on
any
matter,
and
unless
the
arrangement
between
such
Persons
provides
otherwise,
vote
such Membership
Interests
in
favor
of,
and
at
the
direction
of,
the
Person
who
is
the
beneficial
owner,
and
the
Company
shall
be
entitled
to
assume
it
is
so
acting without
further
inquiry.
The
provisions
of
this
Section
13.12(b)
(as
well
as
all
other
provisions
of
this
Agreement)
are
subject
to
the
provisions
of Section
4.3
.
ARTICLE
XIV
MERGER
OR
CONSOLIDATION
Section
14.1
Authority
.
The
Company
may
merge
or
consolidate
with
or
into
one
or
more
corporations,
limited
liability
companies,
statutory
trusts
or associations,
real
estate
investment
trusts,
common
law
trusts,
or
unincorporated
businesses,
including
a
partnership
(whether
general
or
limited
(including
a limited
liability
partnership))
or
convert
into
any
such
entity,
whether
such
entity
is
formed
under
the
laws
of
the
State
of
Delaware
or
any
other
state
of
the
United States
of
America,
pursuant
to
a
written
plan
of
merger
or
consolidation
("
Merger
Agreement
")
in
accordance
with
this
Article
XIV
.
Section
14.2
Procedure
for
Merger
or
Consolidation
.
(a)
Merger
or
consolidation
of
the
Company
pursuant
to
this
Article
XIV
requires
the
prior
consent
of
the
Managing
Member,
provided,
however, that,
to
the
fullest
extent
permitted
by
law,
the
Managing
Member,
in
declining
to
consent
to
a
merger
or
consolidation,
may
act
in
its
sole
discretion.
(b)
If
the
Managing
Member
shall
determine
to
consent
to
the
merger
or
consolidation,
the
Managing
Member
shall
approve
the
Merger
Agreement, which
shall
set
forth:
(i)
the
name
and
jurisdiction
of
formation
or
organization
of
each
of
the
business
entities
proposing
to
merge
or
consolidate;
(ii)
the
name
and
jurisdiction
of
formation
or
organization
of
the
business
entity
that
is
to
survive
the
proposed
merger
or
consolidation
(the
" Surviving
Business
Entity
");
(iii)
the
terms
and
conditions
of
the
proposed
merger
or
consolidation;
(iv)
the
manner
and
basis
of
exchanging
or
converting
the
equity
interests
of
each
constituent
business
entity
for,
or
into,
cash,
property
or interests,
rights,
securities,
or
obligations
of
the
Surviving
Business
Entity;
and
(i)
if
any
interests,
securities
or
rights
of
any
constituent
business entity
are
not
to
be
exchanged
or
converted
solely
for,
or
into,
cash,
property
or
interests,
rights,
securities,
or
obligations
of
the
Surviving
Business Entity,
then
the
cash,
property
or
interests,
rights,
securities,
or
obligations
of
any
general
or
limited
partnership,
corporation,
trust,
limited
liability company,
unincorporated
business,
or
other
entity
(other
than
the
Surviving
Business
Entity)
which
the
holders
of
such
interests,
securities
or
rights are
to
receive
in
exchange
for,
or
upon
conversion
of
their
interests,
securities
or
39
rights,
and
(ii)
in
the
case
of
equity
interests
represented
by
certificates,
upon
the
surrender
of
such
certificates,
which
cash,
property
or
interests, rights,
securities,
or
obligations
of
the
Surviving
Business
Entity
or
any
general
or
limited
partnership,
corporation,
trust,
limited
liability
company, unincorporated
business,
or
other
entity
(other
than
the
Surviving
Business
Entity),
or
evidences
thereof,
are
to
be
delivered;
(v)
a
statement
of
any
changes
in
the
constituent
documents
or
the
adoption
of
new
constituent
documents
(the
articles
or
certificate
of incorporation,
articles
of
trust,
declaration
of
trust,
certificate
or
partnership
agreement,
certificate
of
formation
or
limited
liability
company agreement,
or
other
similar
charter
or
governing
document)
of
the
Surviving
Business
Entity
to
be
effected
by
such
merger
or
consolidation;
(vi)
the
effective
time
of
the
merger,
which
may
be
the
date
of
the
filing
of
the
certificate
of
merger
pursuant
to
Section
14.4
or
a
later
date specified
in
or
determinable
in
accordance
with
the
Merger
Agreement
(provided,
that
if
the
effective
time
of
the
merger
is
to
be
later
than
the
date of
the
filing
of
such
certificate
of
merger,
the
effective
time
shall
be
fixed
at
a
date
or
time
certain
and
stated
in
the
certificate
of
merger);
and
(vii)
such
other
provisions
with
respect
to
the
proposed
merger
or
consolidation
that
the
Managing
Member
determines
to
be
necessary
or appropriate.
Section
14.3
Approval
by
Non-Managing
Members
.
(a)
Except
as
provided
in
Section
14.3(d)
and
Section
14.3(e)
,
the
Managing
Member,
upon
its
approval
of
the
Merger
Agreement
shall
direct
that the
Merger
Agreement
and
the
merger
or
consolidation
contemplated
thereby,
as
applicable,
be
submitted
to
a
vote
of
Non-Managing
Members,
whether
at a
special
meeting
or
by
written
consent,
in
either
case
in
accordance
with
the
requirements
of
Article
XIII
.
A
copy
or
a
summary
of
the
Merger
Agreement, as
the
case
may
be,
shall
be
included
in
or
enclosed
with
the
notice
of
a
special
meeting
or
the
written
consent.
(b)
Except
as
provided
in
Sections
14.3(d)
and
14.3(e)
,
the
Merger
Agreement
shall
be
approved
upon
receiving
the
affirmative
vote
or
consent
of the
holders
of
a
Unit
Majority
unless
the
Merger
Agreement
contains
any
provision
that,
if
contained
in
an
amendment
to
this
Agreement,
the
provisions
of this
Agreement
or
the
Delaware
Act
would
require
for
its
approval
the
vote
or
consent
of
a
greater
percentage
of
the
Outstanding
Units
or
of
any
class
of Non-Managing
Members,
in
which
case
such
greater
percentage
vote
or
consent
shall
be
required
for
approval
of
the
Merger
Agreement.
(c)
Except
as
provided
in
Sections
14.3(d)
and
14.3(e)
,
after
such
approval
by
vote
or
consent
of
the
Non-Managing
Members,
and
at
any
time
prior to
the
filing
of
the
certificate
of
merger
pursuant
to
Section
14.4
,
the
merger
or
consolidation
may
be
abandoned
pursuant
to
provisions
therefor,
if
any,
set forth
in
the
Merger
Agreement.
(d)
Notwithstanding
anything
else
contained
in
this
Article
XIV
or
in
this
Agreement,
the
Managing
Member
is
permitted,
without
Non-Managing Member
approval,
to
convert
the
Company
or
any
Group
Member
into
a
new
limited
liability
entity,
to
merge
the
Company
or
any
Group
Member
into,
or convey
all
of
the
Company's
assets
to,
another
limited
liability
entity
that
shall
be
newly
formed
and
shall
have
no
assets,
liabilities
or
operations
at
the
time of
such
merger
or
conveyance
other
than
those
it
receives
from
the
Company
or
other
Group
Member
if
(i)
the
Managing
Member
has
received
an
Opinion of
Counsel
that
the
merger
or
conveyance,
as
the
case
may
be,
would
not
result
in
the
loss
of
the
limited
liability
under
the
Delaware
Act
of
any
NonManaging
Member,
(ii)
the
sole
purpose
of
such
merger,
or
conveyance
is
to
effect
a
mere
change
in
the
legal
form
of
the
Company
into
another
limited liability
entity
and
(iii)
the
Managing
Member
determines
that
the
governing
instruments
of
the
new
entity
provide
the
40
Non-Managing
Members
and
the
Managing
Member
with
substantially
the
same
rights
and
obligations
as
are
herein
contained.
(e)
Additionally,
notwithstanding
anything
else
contained
in
this
Article
XIV
or
in
this
Agreement,
the
Managing
Member
is
permitted,
without
NonManaging
Member
approval,
to
merge
or
consolidate
the
Company
with
or
into
another
entity
if
(A)
the
Managing
Member
has
received
an
Opinion
of Counsel
that
the
merger
or
consolidation,
as
the
case
may
be,
would
not
result
in
the
loss
of
the
limited
liability
under
the
Delaware
Act
of
any
NonManaging
Member,
(B)
the
merger
or
consolidation
would
not
result
in
an
amendment
to
this
Agreement,
other
than
any
amendments
that
could
be
adopted pursuant
to
Section
13.1
,
(C)
the
Company
is
the
Surviving
Business
Entity
in
such
merger
or
consolidation,
(D)
each
Membership
Interest
outstanding immediately
prior
to
the
effective
date
of
the
merger
or
consolidation
is
to
be
an
identical
Membership
Interest
of
the
Company
after
the
effective
date
of the
merger
or
consolidation,
and
(E)
the
number
of
Membership
Interests
to
be
issued
by
the
Company
in
such
merger
or
consolidation
does
not
exceed 20%
of
the
Membership
Interests
Outstanding
immediately
prior
to
the
effective
date
of
such
merger
or
consolidation.
(f)
Pursuant
to
Section
18-209(f)
of
the
Delaware
Act,
an
agreement
of
merger
or
consolidation
approved
in
accordance
with
this
Article
XIV
may (a)
effect
any
amendment
to
this
Agreement
or
(b)
effect
the
adoption
of
a
new
operating
agreement
for
the
Company
if
it
is
the
Surviving
Business
Entity. Any
such
amendment
or
adoption
made
pursuant
to
this
Section
14.3
shall
be
effective
at
the
effective
time
or
date
of
the
merger
or
consolidation.
Section
14.4
Certificate
of
Merger
.
Upon
the
required
approval
by
the
Managing
Member
and
the
Unitholders
of
a
Merger
Agreement,
a
certificate
of merger
shall
be
executed
and
filed
with
the
Secretary
of
State
of
the
State
of
Delaware
in
conformity
with
the
requirements
of
the
Delaware
Act.
Section
14.5
Effect
of
Merger
or
Consolidation
.
At
the
effective
time
of
the
certificate
of
merger:
(a)
all
of
the
rights,
privileges,
and
powers
of
each
of
the
business
entities
that
has
merged
or
consolidated,
and
all
property,
real,
personal
and
mixed, and
all
debts
due
to
any
of
those
business
entities,
and
all
other
things
and
causes
of
action
belonging
to
each
of
those
business
entities,
shall
be
vested
in the
Surviving
Business
Entity
and
after
the
merger
or
consolidation
shall
be
the
property
of
the
Surviving
Business
Entity
to
the
extent
they
were
of
each constituent
business
entity;
(b)
the
title
to
any
real
property
vested
by
deed
or
otherwise
in
any
of
those
constituent
business
entities
shall
not
revert
and
is
not
in
any
way impaired
because
of
the
merger
or
consolidation;
(c)
all
rights
of
creditors
and
all
liens
on
or
security
interests
in
property
of
any
of
those
constituent
business
entities
shall
be
preserved
unimpaired; and
(d)
all
debts,
liabilities
and
duties
of
those
constituent
business
entities
shall
attach
to
the
Surviving
Business
Entity
and
may
be
enforced
against
it
to the
same
extent
as
if
the
debts,
liabilities
and
duties
had
been
incurred
or
contracted
by
it.
ARTICLE
XV
RIGHT
TO
ACQUIRE
NON-MANAGING
MEMBERSHIP
INTERESTS
Section
15.1
Right
to
Acquire
Non-Managing
Member
Interests
.
(a)
Notwithstanding
any
other
provision
of
this
Agreement,
if
at
any
time
the
Managing
Member
and
its
Affiliates
hold
more
than
90%
of
the
total Non-Managing
Member
Interests
of
any
class
then
Outstanding,
the
Managing
Member
shall
then
have
the
right,
which
right
it
may
assign
and
transfer
in whole
or
in
part
to
the
Company
or
any
Affiliate
of
the
Managing
Member,
41
exercisable
in
its
sole
discretion,
to
purchase
all,
but
not
less
than
all,
of
such
Non-Managing
Member
Interests
of
such
class
then
Outstanding
held
by Persons
other
than
the
Managing
Member
and
its
Affiliates,
at
the
greater
of
(x)
the
Current
Market
Price
as
of
the
date
three
days
prior
to
the
date
that
the notice
described
in
Section
15.1(b)
is
mailed
and
(y)
the
highest
price
paid
by
the
Managing
Member
or
any
of
its
Affiliates
for
any
such
Non-Managing Member
Interest
of
such
class
purchased
during
the
90-day
period
preceding
the
date
that
the
notice
described
in
Section
15.1(b)
is
mailed.
(b)
If
the
Managing
Member,
any
Affiliate
of
the
Managing
Member
or
the
Company
elects
to
exercise
the
right
to
purchase
Non-Managing
Member Interests
granted
pursuant
to
Section
15.1(a)
,
the
Managing
Member
shall
deliver
to
the
Transfer
Agent
notice
of
such
election
to
purchase
(the
"
Notice
of Election
to
Purchase
")
and
shall
cause
the
Transfer
Agent
to
mail
a
copy
of
such
Notice
of
Election
to
Purchase
to
the
Record
Holders
of
Non-Managing Member
Interests
of
such
class
(as
of
a
Record
Date
selected
by
the
Managing
Member)
at
least
10,
but
not
more
than
60,
days
prior
to
the
Purchase
Date. Such
Notice
of
Election
to
Purchase
shall
also
be
filed
and
distributed
as
may
be
required
by
the
Commission
or
any
National
Securities
Exchange
on which
such
Non-Managing
Member
Interests
are
listed.
The
Notice
of
Election
to
Purchase
shall
specify
the
Purchase
Date
and
the
price
(determined
in accordance
with
Section
15.1(a)
)
at
which
Non-Managing
Member
Interests
will
be
purchased
and
state
that
the
Managing
Member,
its
Affiliate
or
the Company,
as
the
case
may
be,
elects
to
purchase
such
Non-Managing
Member
Interests,
upon
surrender
of
Certificates
representing
such
Non-Managing Member
Interests
in
the
case
of
Non-Managing
Member
Interests
evidenced
by
Certificates,
in
exchange
for
payment,
at
such
office
or
offices
of
the Transfer
Agent
as
the
Transfer
Agent
may
specify,
or
as
may
be
required
by
any
National
Securities
Exchange
on
which
such
Non-Managing
Member Interests
are
listed
or
admitted
to
trading.
Any
such
Notice
of
Election
to
Purchase
mailed
to
a
Record
Holder
of
Non-Managing
Member
Interests
at
his address
as
reflected
in
the
records
of
the
Transfer
Agent
shall
be
conclusively
presumed
to
have
been
given
regardless
of
whether
the
owner
receives
such notice.
On
or
prior
to
the
Purchase
Date,
the
Managing
Member,
its
Affiliate
or
the
Company,
as
the
case
may
be,
shall
deposit
with
the
Transfer
Agent cash
in
an
amount
sufficient
to
pay
the
aggregate
purchase
price
of
all
of
such
Non-Managing
Member
Interests
to
be
purchased
in
accordance
with
this Section
15.1
.
If
the
Notice
of
Election
to
Purchase
shall
have
been
duly
given
as
aforesaid
at
least
10
days
prior
to
the
Purchase
Date,
and
if
on
or
prior
to the
Purchase
Date
the
deposit
described
in
the
preceding
sentence
has
been
made
for
the
benefit
of
the
holders
of
Non-Managing
Member
Interests
subject to
purchase
as
provided
herein,
then
from
and
after
the
Purchase
Date,
notwithstanding
that
any
Certificate
shall
not
have
been
surrendered
for
purchase,
all rights
of
the
holders
of
such
Non-Managing
Member
Interests
shall
thereupon
cease,
except
the
right
to
receive
the
purchase
price
(determined
in accordance
with
Section
15.1(a)
)for
Non-Managing
Member
Interests
therefor,
without
interest,
upon
surrender
to
the
Transfer
Agent
of
the
Certificates representing
such
Non-Managing
Member
Interests
in
the
case
of
Non-Managing
Member
Interests
evidenced
by
Certificates,
and
such
Non-Managing Member
Interests
shall
thereupon
be
deemed
to
be
transferred
to
the
Managing
Member,
its
Affiliate
or
the
Company,
as
the
case
may
be,
on
the
record books
of
the
Transfer
Agent
and
the
Company,
and
the
Managing
Member
or
any
Affiliate
of
the
Managing
Member,
or
the
Company,
as
the
case
may
be, shall
be
deemed
to
be
the
owner
of
all
such
Non-Managing
Member
Interests
from
and
after
the
Purchase
Date
and
shall
have
all
rights
as
the
owner
of such
Non-Managing
Member
Interests.
42
ARTICLE
XVI
GENERAL
PROVISIONS
Section
16.1
Addresses
and
Notices;
Written
Communications
.
(a)
Any
notice,
demand,
request,
report,
or
proxy
materials
required
or
permitted
to
be
given
or
made
to
a
Member
under
this
Agreement
shall
be
in writing
and
shall
be
deemed
given
or
made
when
delivered
in
person
or
when
sent
by
first
class
United
States
mail
or
by
other
means
of
written communication
to
the
Member
at
the
address
described
below.
Any
notice,
payment,
or
report
to
be
given
or
made
to
a
Member
hereunder
shall
be
deemed conclusively
to
have
been
given
or
made,
and
the
obligation
to
give
such
notice
or
report
or
to
make
such
payment
shall
be
deemed
conclusively
to
have been
fully
satisfied,
upon
sending
of
such
notice,
payment
or
report
to
the
Record
Holder
of
such
Membership
Interests
at
his
address
as
shown
on
the records
of
the
Transfer
Agent
or
as
otherwise
shown
on
the
records
of
the
Company,
regardless
of
any
claim
of
any
Person
who
may
have
an
interest
in such
Membership
Interests
by
reason
of
any
assignment
or
otherwise.
Notwithstanding
the
foregoing,
if
(i)
a
Member
shall
consent
to
receiving
notices, demands,
requests,
reports,
or
proxy
materials
via
electronic
mail
or
by
the
Internet
or
(ii)
the
rules
of
the
Commission
shall
permit
any
report
or
proxy materials
to
be
delivered
electronically
or
made
available
via
the
Internet,
any
such
notice,
demand,
request,
report,
or
proxy
materials
shall
be
deemed given
or
made
when
delivered
or
made
available
via
such
mode
of
delivery.
An
affidavit
or
certificate
of
making
of
any
notice,
payment
or
report
in accordance
with
the
provisions
of
this
Section
16.1
executed
by
the
Managing
Member,
the
Transfer
Agent
or
the
mailing
organization
shall
be
prima
facie evidence
of
the
giving
or
making
of
such
notice,
payment
or
report.
If
any
notice,
payment,
or
report
given
or
made
in
accordance
with
the
provisions
of this
Section
16.1
is
returned
marked
to
indicate
that
such
notice,
payment,
or
report
was
unable
to
be
delivered,
such
notice,
payment,
or
report
and,
in
the case
of
notices,
payments,
or
reports
returned
by
the
United
States
Postal
Service
(or
other
physical
mail
delivery
mail
service
outside
the
United
States
of America),
any
subsequent
notices,
payments,
and
reports
shall
be
deemed
to
have
been
duly
given
or
made
without
further
mailing
(until
such
time
as
such Record
Holder
or
another
Person
notifies
the
Transfer
Agent
or
the
Company
of
a
change
in
his
address)
or
other
delivery
if
they
are
available
for
the Member
at
the
principal
office
of
the
Company
for
a
period
of
one
year
from
the
date
of
the
giving
or
making
of
such
notice,
payment
or
report
to
the
other Members.
Any
notice
to
the
Company
shall
be
deemed
given
if
received
by
the
Managing
Member
at
the
principal
office
of
the
Company
designated pursuant
to
Section
2.3
.
The
Managing
Member
may
rely
and
shall
be
protected
in
relying
on
any
notice
or
other
document
from
a
Member
or
other
Person if
believed
by
it
to
be
genuine.
(b)
The
terms
"in
writing,"
"written
communications,"
"written
notice,"
and
words
of
similar
import
shall
be
deemed
satisfied
under
this
Agreement by
use
of
e-mail
and
other
forms
of
electronic
communication.
Section
16.2
Further
Action
.
The
parties
shall
execute
and
deliver
all
documents,
provide
all
information,
and
take
or
refrain
from
taking
action
as
may be
necessary
or
appropriate
to
achieve
the
purposes
of
this
Agreement.
Section
16.3
Binding
Effect
.
This
Agreement
shall
be
binding
upon
and
inure
to
the
benefit
of
the
parties
hereto
and
their
heirs,
executors, administrators,
successors,
legal
representatives,
and
permitted
assigns.
Section
16.4
Integration
.
This
Agreement
constitutes
the
entire
agreement
among
the
parties
hereto
pertaining
to
the
subject
matter
hereof
and supersedes
all
prior
agreements
and
understandings
pertaining
thereto.
43
Section
16.5
Creditors
.
None
of
the
provisions
of
this
Agreement
shall
be
for
the
benefit
of,
or
shall
be
enforceable
by,
any
creditor
of
the
Company.
Section
16.6
Waiver
.
No
failure
by
any
party
to
insist
upon
the
strict
performance
of
any
covenant,
duty,
agreement,
or
condition
of
this
Agreement
or
to exercise
any
right
or
remedy
consequent
upon
a
breach
thereof
shall
constitute
waiver
of
any
such
breach
of
any
other
covenant,
duty,
agreement,
or
condition.
Section
16.7
Third-Party
Beneficiaries
.
Each
Member
agrees
that
(a)
any
Indemnitee
shall
be
entitled
to
assert
rights
and
remedies
hereunder
as
a
thirdparty
beneficiary
hereto
with
respect
to
those
provisions
of
this
Agreement
affording
a
right,
benefit
or
privilege
to
such
Indemnitee
and
(b)
any
Unrestricted Person
shall
be
entitled
to
assert
rights
and
remedies
hereunder
as
a
third-party
beneficiary
hereto
with
respect
to
those
provisions
of
this
Agreement
affording
a right,
benefit
or
privilege
to
such
Unrestricted
Person.
Section
16.8
Counterparts
.
This
Agreement
may
be
executed
in
counterparts,
all
of
which
together
shall
constitute
an
agreement
binding
on
all
the parties
hereto,
notwithstanding
that
all
such
parties
are
not
signatories
to
the
original
or
the
same
counterpart.
Each
party
shall
become
bound
by
this
Agreement immediately
upon
affixing
its
signature
hereto
or,
in
the
case
of
a
Person
acquiring
a
Non-Managing
Member
Interest,
pursuant
to
Section
10.1(a)
without execution
hereof.
Section
16.9
Applicable
Law;
Forum;
Venue
and
Jurisdiction;
Waiver
of
Trial
by
Jury
.
(a)
This
Agreement
shall
be
construed
in
accordance
with
and
governed
by
the
laws
of
the
State
of
Delaware,
without
regard
to
the
principles
of conflicts
of
law.
(b)
Each
of
the
Members
and
each
Person
holding
any
beneficial
interest
in
the
Company
(whether
through
a
broker,
dealer,
bank,
trust
company
or clearing
corporation
or
an
agent
of
any
of
the
foregoing
or
otherwise):
(i)
irrevocably
agrees
that
any
claims,
suits,
actions
or
proceedings
(A)
arising
out
of
or
relating
in
any
way
to
this
Agreement
(including
any claims,
suits,
or
actions
to
interpret,
apply
or
enforce
the
provisions
of
this
Agreement
or
the
duties,
obligations,
or
liabilities
among
Members
or
of Members
to
the
Company,
or
the
rights
or
powers
of,
or
restrictions
on,
the
Members
or
the
Company),
(B)
brought
in
a
derivative
manner
on behalf
of
the
Company,
(C)
asserting
a
claim
of
breach
of
a
fiduciary
or
other
duty
owed
by
any
director,
officer,
or
other
employee
of
the
Company or
the
Managing
Member,
or
owed
by
the
Managing
Member,
to
the
Company
or
the
Members,
(D)
asserting
a
claim
arising
pursuant
to
any provision
of
the
Delaware
Act,
or
(E)
asserting
a
claim
governed
by
the
internal
affairs
doctrine
shall
be
exclusively
brought
in
the
Court
of Chancery
of
the
State
of
Delaware
(or,
if
such
court
does
not
have
subject
matter
jurisdiction
thereof,
any
other
court
located
in
the
State
of Delaware
with
subject
matter
jurisdiction),
in
each
case
regardless
of
whether
such
claims,
suits,
actions
or
proceedings
sound
in
contract,
tort, fraud
or
otherwise,
are
based
on
common
law,
statutory,
equitable,
legal,
or
other
grounds,
or
are
derivative
or
direct
claims;
(ii)
irrevocably
submits
to
the
exclusive
jurisdiction
of
the
Court
of
Chancery
of
the
State
of
Delaware
(or,
if
such
court
does
not
have
subject matter
jurisdiction
thereof,
any
other
court
located
in
the
State
of
Delaware
with
subject
matter
jurisdiction)
in
connection
with
any
such
claim,
suit, action,
or
proceeding;
(iii)
agrees
not
to,
and
waives
any
right
to,
assert
in
any
such
claim,
suit,
action
or
proceeding
that
(A)
it
is
not
personally
subject
to
the jurisdiction
of
the
Court
of
Chancery
of
the
State
of
Delaware
or
of
any
other
court
to
which
proceedings
in
the
Court
of
Chancery
of
the
State
of Delaware
may
be
appealed,
(B)
such
claim,
suit,
action,
or
proceeding
is
brought
44
in
an
inconvenient
forum,
or
(C)
the
venue
of
such
claim,
suit,
action,
or
proceeding
is
improper;
(iv)
expressly
waives
any
requirement
for
the
posting
of
a
bond
by
a
party
bringing
such
claim,
suit,
action,
or
proceeding;
and
(v)
consents
to
process
being
served
in
any
such
claim,
suit,
action,
or
proceeding
by
mailing,
certified
mail,
return
receipt
requested,
a
copy thereof
to
such
party
at
the
address
in
effect
for
notices
hereunder,
and
agrees
that
such
services
shall
constitute
good
and
sufficient
service
of process
and
notice
thereof;
provided
,
nothing
in
this
clause
(v)
shall
affect
or
limit
any
right
to
serve
process
in
any
other
manner
permitted
by
law.
Section
16.10
Invalidity
of
Provisions
.
If
any
provision
or
part
of
a
provision
of
this
Agreement
is
or
becomes
for
any
reason,
invalid,
illegal,
or unenforceable
in
any
respect,
the
validity,
legality,
and
enforceability
of
the
remaining
provisions
and/or
parts
thereof
contained
herein
shall
not
be
affected thereby
and
this
Agreement
shall,
to
the
fullest
extent
permitted
by
law,
be
reformed
and
construed
as
if
such
invalid,
illegal,
or
unenforceable
provision,
or
part
of a
provision,
had
never
been
contained
herein,
and
such
provision
or
part
reformed
so
that
it
would
be
valid,
legal,
and
enforceable
to
the
maximum
extent
possible.
Section
16.11
Consent
of
Members
.
Each
Member
hereby
expressly
consents
and
agrees
that,
whenever
in
this
Agreement
it
is
specified
that
an
action may
be
taken
upon
the
affirmative
vote
or
consent
of
less
than
all
of
the
Members,
such
action
may
be
so
taken
upon
the
concurrence
of
less
than
all
of
the Members
and
each
Member
shall
be
bound
by
the
results
of
such
action.
Section
16.12
Facsimile
Signatures
.
The
use
of
facsimile
signatures
affixed
in
the
name
and
on
behalf
of
the
transfer
agent
and
registrar
of
the Company
on
Certificates
representing
Units
is
expressly
permitted
by
this
Agreement.
[
Remainder
of
this
page
intentionally
left
blank.
]
45
IN
WITNESS
WHEREOF,
the
parties
hereto
have
executed
this
Agreement
as
of
the
date
first
written
above.
MANAGING
MEMBER:
ENLINK
MIDSTREAM
MANAGER,
LLC
By:
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
i
Exhibit
C
Form
of
Amended
Registration
Rights
Agreement
(See
attached.)
AMENDED
AND
RESTATED
REGISTRATION
RIGHTS
AGREEMENT
by
and
among
ENLINK
MIDSTREAM,
LLC
and
ENFIELD
HOLDINGS,
L.P.
ARTICLE
I
DEFINITIONS
Section
1.1
Definitions
Section
1.2
Registrable
Securities
Table
of
Contents
ARTICLE
II
REGISTRATION
RIGHTS
Section
2.1
Shelf
Registration
Section
2.2
Piggyback
Registration
Section
2.3
Underwritten
Offering
Section
2.4
Sale
Procedures
Section
2.5
Cooperation
by
Holders
Section
2.6
Restrictions
on
Public
Sale
by
Holders
of
Registrable
Securities
Section
2.7
Expenses
Section
2.8
Indemnification
Section
2.9
Rule
144
Reporting
Section
2.10
Transfer
or
Assignment
of
Registration
Rights
Section
2.11
Limitation
on
Subsequent
Registration
Rights
Section
2.12
Amendment
and
Restatement
ARTICLE
III
MISCELLANEOUS
Section
3.1
Communications
Section
3.2
Successors
and
Assigns
Section
3.3
Assignment
of
Rights
Section
3.4
Recapitalization,
Exchanges,
Etc.
Affecting
Units
Section
3.5
Aggregation
of
Registrable
Securities
Section
3.6
Specific
Performance
Section
3.7
Counterparts
Section
3.8
Headings
Section
3.9
Governing
Law,
Submission
to
Jurisdiction
Section
3.10
Waiver
of
Jury
Trial
Section
3.11
Severability
of
Provisions
Section
3.12
Entire
Agreement
Section
3.13
Amendment
Section
3.14
No
Presumption
Section
3.15
Obligations
Limited
to
Parties
to
Agreement
Section
3.16
Interpretation
i
1
1
3
4
4
6
7
8
11
12
12
12
14
15
15
15
15
15
16
16
16
16
17
17
17
17
17
17
17
18
18
18
18
AMENDED
AND
RESTATED
REGISTRATION
RIGHTS
AGREEMENT
THIS
AMENDED
AND
RESTATED
REGISTRATION
RIGHTS
AGREEMENT
(this
"
Agreement
")
is
made
and
entered
into
as
of
[
·
],
by
and between
ENLINK
MIDSTREAM,
LLC,
a
Delaware
limited
liability
company
(the
"
Company
"),
and
ENFIELD
HOLDINGS,
L.P.,
a
Delaware
limited partnership
(the
"
Purchaser
").
WHEREAS,
on
January
7,
2016,
EnLink
Midstream
Partners,
LP,
a
Delaware
limited
partnership
(the
"
Partnership
"),
and
the
Purchaser
entered
into
that certain
Registration
Rights
Agreement
(the
"
Prior
Registration
Rights
Agreement
");
WHEREAS,
on
October
21,
2018,
the
Company,
EnLink
Midstream
Manager,
LLC,
a
Delaware
limited
liability
company
and
the
managing
member
of
the Company
(the
"
Managing
Member
"),
NOLA
Merger
Sub,
LLC,
a
Delaware
limited
liability
company
("
Merger
Sub
"),
the
Partnership
and
EnLink Midstream
GP,
LLC,
a
Delaware
limited
liability
company
and
the
general
partner
of
the
Partnership
(the
"
General
Partner
")
entered
into
that
certain
Agreement and
Plan
of
Merger,
providing
for,
among
other
things,
the
merger
of
Merger
Sub
with
and
into
the
Partnership,
with
the
Partnership
as
the
sole
surviving
entity (the
"
Merger
");
WHEREAS,
in
connection
with
the
Merger,
on
October
21,
2018,
the
Purchaser,
TPG
VII
Management,
LLC,
a
Delaware
limited
liability
company,
the Company,
the
Managing
Member,
the
Partnership,
and
the
General
Partner,
entered
into
that
certain
Preferred
Restructuring
Agreement
(the
"
Restructuring Agreement
"),
pursuant
to
which
the
parties
thereto
agreed
to,
among
other
things,
amend
and
restate
the
Prior
Registration
Rights
Agreement
pursuant
to
this Agreement;
and
WHEREAS,
the
Partnership
and
the
Holders
of
a
majority
of
the
outstanding
Registrable
Securities
have
approved
this
amendment
and
restatement
of
the Prior
Registration
Rights
Agreement
pursuant
to
Section
3.13
of
the
Prior
Registration
Rights
Agreement.
NOW
THEREFORE,
in
consideration
of
the
mutual
covenants
and
agreements
set
forth
herein
and
for
good
and
valuable
consideration,
the
receipt
and sufficiency
of
which
are
hereby
acknowledged
by
each
party
hereto,
the
parties
hereby
agree
as
follows:
ARTICLE
I
DEFINITIONS
Section
1.1
Definitions.
The
terms
set
forth
below
are
used
herein
as
so
defined:
"
Affiliate
"
means,
with
respect
to
any
Person,
any
other
Person
that
directly
or
indirectly
through
one
or
more
intermediaries
controls,
is
controlled
by,
or
is under
common
control
with,
such
Person.
As
used
herein,
the
term
"control"
(including,
with
correlative
meanings,
"controlling,"
"controlled
by,"
and
"under common
control
with")
means
the
possession,
direct
or
indirect,
of
the
power
to
direct
or
cause
the
direction
of
the
management
and
policies
of
a
Person,
whether through
ownership
of
voting
securities,
by
contract,
or
otherwise.
"
Agreement
"
has
the
meaning
specified
therefor
in
the
introductory
paragraph
of
this
Agreement.
"
Business
Day
"
means
any
day
other
than
a
Saturday,
Sunday,
any
federal
legal
holiday
or
day
on
which
banking
institutions
in
the
State
of
New
York
or
the State
of
Texas
are
authorized
or
required
by
law
or
other
governmental
action
to
close.
"
Commission
"
means
the
United
States
Securities
and
Exchange
Commission.
"
Common
Units
"
means
the
common
units
representing
limited
liability
company
interests
in
the
Company
and
having
the
rights
and
obligations
specified
in the
Company
Operating
Agreement.
1
"
Company
"
has
the
meaning
specified
therefor
in
the
introductory
paragraph
of
this
Agreement.
"
Company
Operating
Agreement
"
means
the
Second
Amended
and
Restated
Operating
Agreement
of
the
Company,
dated
as
of
the
date
hereof,
as
it
may
be amended
from
time
to
time.
"
Effective
Date
"
means
the
date
of
effectiveness
of
any
Registration
Statement.
"
Effectiveness
Period
"
has
the
meaning
specified
therefor
in
Section
2.1(a)
.
"
Exchange
Act
"
means
the
Securities
Exchange
Act
of
1934,
as
amended
from
time
to
time,
and
the
rules
and
regulations
of
the
Commission
promulgated thereunder.
"
Filing
Date
"
has
the
meaning
specified
therefor
in
Section
2.1(a)
.
"
General
Partner
"
has
the
meaning
specified
therefor
in
the
Recital
to
this
Agreement.
"
Holder
"
means
the
record
holder
of
any
Registrable
Securities.
"
Holder
Underwriter
Registration
Statement
"
has
the
meaning
specified
therefor
in
Section
2.4(q)
.
"
Included
Registrable
Securities
"
has
the
meaning
specified
therefor
in
Section
2.2(a)
.
"
Liquidated
Damages
"
has
the
meaning
specified
therefor
in
Section
2.1(b)
.
"
Liquidated
Damages
Multiplier
"
means
the
product
of
(i)
the
Purchased
Unit
Price
and
(ii)
the
number
of
Registrable
Securities
then
held
by
the
applicable Holder
and
included
on
the
applicable
Registration
Statement.
"
Losses
"
has
the
meaning
specified
therefor
in
Section
2.8(a)
.
"
Managing
Member
"
has
the
meaning
specified
therefor
in
the
Recital
to
this
Agreement.
"
Managing
Underwriter
"
means,
with
respect
to
any
Underwritten
Offering,
the
book
running
lead
manager
of
such
Underwritten
Offering.
"
NYSE
"
means
the
New
York
Stock
Exchange.
"
Other
Holder
"
has
the
meaning
specified
in
Section
2.2(b)
.
"
Partnership
"
means
EnLink
Midstream
Partners,
LP,
a
Delaware
limited
partnership.
"
Partnership
Agreement
"
means
the
Tenth
Amended
and
Restated
Agreement
of
Limited
Partnership
of
the
Partnership,
dated
as
of
the
date
hereof,
as
it
may be
amended
from
time
to
time.
"
Person
"
means
any
individual,
corporation,
company,
voluntary
association,
partnership,
joint
venture,
trust,
limited
liability
company,
unincorporated organization,
government,
or
any
agency,
instrumentality,
or
political
subdivision
thereof,
or
any
other
form
of
entity.
"
Piggyback
Notice
"
has
the
meaning
specified
therefor
in
Section
2.2(a)
.
"
Piggyback
Opt-Out
Notice
"
has
the
meaning
specified
therefor
in
Section
2.2(a)
.
"
Piggyback
Registration
"
has
the
meaning
specified
therefor
in
Section
2.2(a)
.
"
Purchase
Agreement
"
means
the
Convertible
Preferred
Unit
Purchase
Agreement,
dated
as
of
December
6,
2015,
between
the
Partnership
and
the Purchaser.
"
Purchased
Units
"
means
the
Series
B
Preferred
Units
issued
and
sold
to
the
Purchaser
pursuant
to
the
Purchase
Agreement.
"
Purchased
Unit
Price
"
means
$15.00
per
unit.
"
Purchaser
"
has
the
meaning
specified
therefor
in
the
introductory
paragraph
of
this
Agreement.
2
"
Registration
"
means
any
registration
pursuant
to
this
Agreement,
including
pursuant
to
a
Registration
Statement
or
a
Piggyback
Registration.
"
Registrable
Securities
"
means
the
Common
Units
issuable
upon
exchange
of
the
Purchased
Units
and
the
Series
B
Preferred
PIK
Units
(as
defined
in
the Partnership
Agreement),
all
of
which
are
subject
to
the
rights
provided
herein
until
such
time
as
such
securities
cease
to
be
Registrable
Securities
pursuant
to Section
1.2
.
"
Registration
Expenses
"
has
the
meaning
specified
therefor
in
Section
2.7(a)
.
"
Registration
Statement
"
has
the
meaning
specified
therefor
in
Section
2.1(a)
.
"
Restructuring
Agreement
"
has
the
meaning
specified
therefor
in
the
Recital
to
this
Agreement.
"
Securities
Act
"
means
the
Securities
Act
of
1933,
as
amended
from
time
to
time,
and
the
rules
and
regulations
of
the
Commission
promulgated
thereunder.
"
Selling
Expenses
"
has
the
meaning
specified
therefor
in
Section
2.7(a)
.
"
Selling
Holder
"
means
a
Holder
who
is
selling
Registrable
Securities
pursuant
to
a
registration
statement.
"
Selling
Holder
Indemnified
Persons
"
has
the
meaning
specified
therefor
in
Section
2.8(a)
.
"
Series
B
Preferred
Units
"
means
the
Series
B
Cumulative
Convertible
Preferred
Units
representing
limited
partner
interests
in
the
Partnership
and
having the
rights
and
obligations
specified
in
the
Partnership
Agreement.
"
Target
Effective
Date
"
has
the
meaning
specified
therefor
in
Section
2.1(b)
.
"
Underwritten
Offering
"
means
an
offering
(including
an
offering
pursuant
to
a
Registration
Statement)
in
which
Common
Units
are
sold
to
an
underwriter on
a
firm
commitment
basis
for
reoffering
to
the
public
or
an
offering
that
is
a
"bought
deal"
with
one
or
more
investment
banks.
"
WKSI
"
means
a
well-known
seasoned
issuer
(as
defined
in
the
rules
and
regulations
of
the
Commission).
Section
1.2
Registrable
Securities
.
Any
Registrable
Security
will
cease
to
be
a
Registrable
Security
upon
the
earliest
to
occur
of
the
following:
(a)
when a
registration
statement
covering
such
Registrable
Security
becomes
or
has
been
declared
effective
by
the
Commission
and
such
Registrable
Security
has
been
sold or
disposed
of
pursuant
to
such
effective
registration
statement,
(b)
when
such
Registrable
Security
has
been
disposed
of
(excluding
transfers
or
assignments
by
a Holder
to
an
Affiliate
or
to
another
Holder
or
any
of
its
Affiliates
or
to
any
assignee
or
transferee
to
whom
the
rights
under
this
Agreement
have
been
transferred pursuant
to
Section
2.10
)
pursuant
to
any
section
of
Rule
144
(or
any
similar
provision
then
in
effect)
under
the
Securities
Act,
(c)
when
such
Registrable
Security is
held
by
the
Company
or
one
of
its
direct
or
indirect
subsidiaries,
(d)
when
such
Registrable
Security
has
been
sold
or
disposed
of
in
a
private
transaction
in which
the
transferor's
rights
under
this
Agreement
are
not
assigned
to
the
transferee
of
such
securities
pursuant
to
Section
2.10
,
and
(e)
the
date
on
which
the Registrable
Securities
cease
to
collectively
represent
at
least
1.5%
of
the
then-outstanding
Common
Units
(with
all
outstanding
preferred
units
then
owned
by
the Holders
being
counted
on
an
as-converted
basis).
3
ARTICLE
II
REGISTRATION
RIGHTS
Section
2.1
Shelf
Registration
.
(a)
Shelf
Registration.
As
soon
as
practicable
following
receipt
of
a
written
request
from
the
Holders
of
a
majority
of
the
Registrable
Securities, the
Company
shall
prepare
and
file
an
initial
registration
statement
under
the
Securities
Act
to
permit
the
public
resale
of
Registrable
Securities
then outstanding
from
time
to
time
as
permitted
by
Rule
415
(or
any
similar
provision
adopted
by
the
Commission
then
in
effect)
of
the
Securities
Act
(a
" Registration
Statement
");
provided,
however
,
that
if
the
Company
is
then
eligible,
it
shall
file
such
initial
registration
statement
on
Form
S-3.
If
the Company
is
not
a
WKSI,
the
Company
shall
use
its
commercially
reasonable
efforts
to
cause
such
initial
Registration
Statement
to
become
effective
no later
than
180
days
after
the
date
of
filing
of
such
Registration
Statement
(the
"
Filing
Date
").
The
Company
will
use
its
commercially
reasonable
efforts
to cause
such
initial
Registration
Statement
filed
pursuant
to
this
Section
2.l(a)
to
be
continuously
effective
under
the
Securities
Act
until
the
earliest
to
occur of
the
following:
(i)
all
Registrable
Securities
covered
by
the
Registration
Statement
have
been
distributed
in
the
manner
set
forth
and
as
contemplated
in such
Registration
Statement,
(ii)
there
are
no
longer
any
Registrable
Securities
outstanding
and
(iii)
two
years
from
the
Effective
Date
of
such
Registration Statement
(in
each
case
of
clause
(i)
,
(ii)
,
or
(iii)
,
the
"
Effectiveness
Period
").
In
addition,
as
soon
as
practicable
following
receipt
of
written
notice
from the
Holders
of
a
majority
of
the
Registrable
Securities
requesting
the
filing
of
an
additional
Registration
Statement
(which
notice
may
not
be
given
any earlier
than
60
days
prior
to
the
second
anniversary
of
the
Effective
Date
of
the
initial
or
any
additional
Registration
Statement
filed
pursuant
to
this Section
2.1(a)
),
the
Company
shall
use
its
commercially
reasonable
efforts
to
prepare
and
file
each
such
additional
Registration
Statement
under
the Securities
Act
covering
the
Registrable
Securities;
provided,
however,
that
(x)
the
Company
shall
have
no
obligation
to
prepare
and
file
more
than
four Registration
Statements
(excluding
any
Registration
Statement
under
which
any
Selling
Holders
are
prohibited
from
selling
their
Registrable
Securities
as
a result
of
a
suspension
in
excess
of
the
periods
permitted
by
Section
2.1(d)(1)
)
during
the
period
beginning
on
the
date
hereof
and
ending
on
January
7, 2023
and
(y)
the
Company
shall
have
no
obligation
to
prepare
and
file
any
Registration
Statements
from
and
after
January
7,
2023.
The
Company
shall
use its
commercially
reasonable
efforts
to
cause
any
such
additional
Registration
Statement
to
become
effective
no
later
than
180
days
after
the
Filing
Date. The
Company
will
use
its
commercially
reasonable
efforts
to
cause
any
such
additional
Registration
Statement
filed
pursuant
to
this
Section
2.1(a)
to
be continuously
effective
under
the
Securities
Act
for
the
applicable
Effectiveness
Period.
A
Registration
Statement
filed
pursuant
to
this
Section
2.l(a)
shall be
on
such
appropriate
registration
form
of
the
Commission
as
shall
be
selected
by
the
Company.
A
Registration
Statement
when
declared
effective (including
the
documents
incorporated
therein
by
reference)
will
comply
as
to
form
in
all
material
respects
with
all
applicable
requirements
of
the Securities
Act
and
the
Exchange
Act
and
will
not
contain
an
untrue
statement
of
a
material
fact
or
omit
to
state
a
material
fact
required
to
be
stated
therein or
necessary
to
make
the
statements
therein
not
misleading
(and,
in
the
case
of
any
prospectus
contained
in
such
Registration
Statement,
in
the
light
of
the circumstances
under
which
a
statement
is
made).
As
soon
as
practicable
following
the
date
that
a
Registration
Statement
becomes
effective,
but
in
any event
within
three
(3)
Business
Days
of
such
date,
the
Company
shall
provide
the
Holders
with
written
notice
of
the
effectiveness
of
a
Registration Statement.
(b)
Failure
to
Become
Effective.
If
a
Registration
Statement
required
by
Section
2.1(a)
does
not
become
or
is
not
declared
effective
within 180
days
after
the
Filing
Date
(the
"
Target
Effective
Date
"),
then
each
Holder
shall
be
entitled
to
a
payment
(with
respect
to
each
of
the
Holder's Registrable
Securities
which
are
included
in
such
Registration
Statement),
as
liquidated
damages
4
and
not
as
a
penalty,
(i)
for
each
non-overlapping
30
day
period
for
the
first
60
days
following
the
Target
Effective
Date,
an
amount
equal
to
0.25%
of
the Liquidated
Damages
Multiplier,
which
shall
accrue
daily,
and
(ii)
for
each
non-overlapping
30
day
period
beginning
on
the
61st
day
following
the
Target Effective
Date,
an
amount
equal
to
the
amount
set
forth
in
clause
(i)
plus
an
additional
0.25%
of
the
Liquidated
Damages
Multiplier
for
each
subsequent 60
days
(
i.e.
,
0.5%
for
61-120
days,
0.75%
for
121-180
days,
and
1.0%
thereafter),
which
shall
accrue
daily,
up
to
a
maximum
amount
equal
to
1.0%
of the
Liquidated
Damages
Multiplier
per
non-overlapping
30
day
period
(the
"
Liquidated
Damages
"),
until
such
time
as
such
Registration
Statement
is declared
or
becomes
effective
or
there
are
no
longer
any
Registrable
Securities
outstanding.
The
Liquidated
Damages
shall
be
payable
within
10
Business Days
after
the
end
of
each
such
30
day
period
in
immediately
available
funds
to
the
account
or
accounts
specified
by
the
applicable
Holders.
Any
amount of
Liquidated
Damages
shall
be
prorated
for
any
period
of
less
than
30
days
accruing
during
any
period
for
which
a
Holder
is
entitled
to
Liquidated Damages
hereunder.
(c)
Waiver
of
Liquidated
Damages.
If
the
Company
is
unable
to
cause
a
Registration
Statement
to
become
effective
on
or
before
the
Target Effective
Date
as
a
result
of
an
acquisition,
merger,
reorganization,
disposition,
or
other
similar
transaction,
then
the
Company
may
request
a
waiver
of
the Liquidated
Damages,
which
may
be
granted
by
the
consent
of
the
Holders
of
a
majority
of
the
outstanding
Registrable
Securities
that
have
been
included on
such
Registration
Statement,
in
their
sole
discretion,
and
which
such
waiver
shall
apply
to
all
the
Holders
of
Registrable
Securities
included
on
such Registration
Statement.
(d)
Delay
Rights
.
(1)
Notwithstanding
anything
to
the
contrary
contained
herein,
the
Company
may,
upon
written
notice
to
any
Selling
Holder
whose Registrable
Securities
are
included
in
a
Registration
Statement,
suspend
such
Selling
Holder's
use
of
any
prospectus
which
is
a
part
of
such Registration
Statement
(in
which
event
the
Selling
Holder
shall
discontinue
sales
of
the
Registrable
Securities
pursuant
to
such
Registration Statement)
if
(i)
the
Company
is
pursuing
an
acquisition,
merger,
reorganization,
disposition,
or
other
similar
transaction
and
the
Company determines
in
good
faith
that
the
Company's
ability
to
pursue
or
consummate
such
a
transaction
would
be
materially
and
adversely
affected
by
any required
disclosure
of
such
transaction
in
such
Registration
Statement
or
(ii)
the
Company
has
experienced
some
other
material
non-public
event, the
disclosure
of
which
at
such
time,
in
the
good
faith
judgment
of
the
Company,
would
materially
and
adversely
affect
the
Company;
provided
, however
,
that
in
no
event
shall
the
Selling
Holders
be
suspended
from
selling
Registrable
Securities
pursuant
to
such
Registration
Statement
for
a period
that
exceeds
an
aggregate
of
60
days
in
any
180-day
period
or
90
days
in
any
365-day
period.
Upon
disclosure
of
such
information
or
the termination
of
the
condition
described
above,
the
Company
shall
provide
prompt
notice
to
the
Selling
Holders
whose
Registrable
Securities
are included
in
such
Registration
Statement,
and
shall
promptly
terminate
any
suspension
of
sales
it
has
put
into
effect
and
shall
take
such
other
actions necessary
or
appropriate
to
permit
registered
sales
of
Registrable
Securities
as
contemplated
in
this
Agreement.
(2)
If
the
Selling
Holders
are
prohibited
from
selling
their
Registrable
Securities
under
a
Registration
Statement
as
a
result
of
a
suspension pursuant
to
the
immediately
preceding
paragraph
in
excess
of
the
periods
permitted
therein,
then,
until
the
suspension
is
lifted,
but
not
including
any day
on
which
a
suspension
is
lifted,
the
Company
shall
be
prohibited
from
engaging
in
registered
sales
of
Common
Units
or
other
equity
securities representing
interests
in
the
Company
under
any
registration
statement
other
than
any
registration
statement
on
Form
S-8
on
file
with
the Commission
prior
to
the
date
of
commencement
of
such
suspension.
5
Section
2.2
Piggyback
Registration
.
(a)
Participation.
If
at
any
time
the
Company
proposes
to
file
(i)
a
Registration
Statement
(other
than
a
Registration
Statement
contemplated
by Section
2.1(a)
)
or
(ii)
a
prospectus
supplement
to
an
effective
"automatic"
registration
statement,
so
long
as
the
Company
is
a
WKSI
at
such
time
or, whether
or
not
the
Company
is
a
WKSI,
so
long
as
the
Registrable
Securities
were
previously
included
in
the
underlying
shelf
Registration
Statement
or
are included
on
an
effective
Registration
Statement,
or
in
any
case
in
which
Holders
may
participate
in
such
offering
without
the
filing
of
a
post-effective amendment,
in
each
case,
for
the
sale
of
Common
Units
in
an
Underwritten
Offering
for
its
own
account
and/or
another
Person,
other
than
(a)
a
registration relating
solely
to
employee
benefit
plans,
(b)
a
registration
relating
solely
to
a
Rule
145
transaction,
or
(c)
a
registration
on
any
registration
form
which does
not
permit
secondary
sales,
then
the
Company
shall
give
not
less
than
three
Business
Days'
notice
(including,
but
not
limited
to,
notification
by electronic
mail)
(the
"
Piggyback
Notice
")
of
such
proposed
Underwritten
Offering
to
each
Holder
(together
with
its
Affiliates)
owning
more
than $75
million
of
Common
Units,
calculated
on
the
basis
of
the
Purchased
Unit
Price,
and
such
Piggyback
Notice
shall
offer
such
Holder
the
opportunity
to include
in
such
Underwritten
Offering
such
number
of
Registrable
Securities
(the
"
Included
Registrable
Securities
")
as
such
Holder
may
request
in writing
(a
"
Piggyback
Registration
");
provided,
however
,
that
the
Company
shall
not
be
required
to
offer
such
opportunity
(aa)
to
such
Holders
if
the Holders,
together
with
their
Affiliates,
do
not
offer
a
minimum
of
$37.5
million
of
Registrable
Securities,
in
the
aggregate
(determined
by
multiplying
the number
of
Registrable
Securities
owned
by
the
average
of
the
closing
price
on
the
NYSE
for
the
Common
Units
for
the
ten
trading
days
preceding
the
date of
such
notice),
or
(bb)
to
such
Holders
if
and
to
the
extent
that
the
Company
has
been
advised
by
the
Managing
Underwriter
that
the
inclusion
of Registrable
Securities
for
sale
for
the
benefit
of
such
Holders
will
have
an
adverse
effect
on
the
price,
timing,
or
distribution
of
the
Common
Units
in
such Underwritten
Offering,
then
the
amount
of
Registrable
Securities
to
be
offered
for
the
accounts
of
Holders
shall
be
determined
based
on
the
provisions
of Section
2.2(b)
.
Each
Piggyback
Notice
shall
be
provided
to
Holders
on
a
Business
Day
pursuant
to
Section
3.1
.
Each
such
Holder
will
have
two
Business Days
(or
one
Business
Day
in
connection
with
any
overnight
or
bought
Underwritten
Offering)
after
such
Piggyback
Notice
has
been
delivered
to
request in
writing
the
inclusion
of
Registrable
Securities
in
the
Underwritten
Offering.
If
no
request
for
inclusion
from
a
Holder
is
received
within
the
specified time,
such
Holder
shall
have
no
further
right
to
participate
in
such
Underwritten
Offering.
If,
at
any
time
after
giving
written
notice
of
its
intention
to undertake
an
Underwritten
Offering
and
prior
to
the
closing
of
such
Underwritten
Offering,
the
Company
shall
determine
for
any
reason
not
to
undertake
or to
delay
such
Underwritten
Offering,
the
Company
may,
at
its
election,
give
written
notice
of
such
determination
to
the
Selling
Holders
and,
(AA)
in
the case
of
a
determination
not
to
undertake
such
Underwritten
Offering,
shall
be
relieved
of
its
obligation
to
sell
any
Included
Registrable
Securities
in connection
with
such
terminated
Underwritten
Offering,
and
(BB)
in
the
case
of
a
determination
to
delay
such
Underwritten
Offering,
shall
be
permitted
to delay
offering
any
Included
Registrable
Securities
for
the
same
period
as
the
delay
in
the
Underwritten
Offering.
Any
Selling
Holder
shall
have
the
right
to withdraw
such
Selling
Holder's
request
for
inclusion
of
such
Selling
Holder's
Registrable
Securities
in
such
Underwritten
Offering
by
giving
written
notice to
the
Company
of
such
withdrawal
at
least
one
Business
Day
prior
to
the
time
of
pricing
of
such
Underwritten
Offering.
Any
Holder
may
deliver
written notice
(a
"
Piggyback
Opt-Out
Notice
")
to
the
Company
requesting
that
such
Holder
not
receive
notice
from
the
Company
of
any
proposed
Underwritten Offering;
provided,
however
,
that
such
Holder
may
later
revoke
any
such
Piggyback
Opt-Out
Notice
in
writing.
Following
receipt
of
a
Piggyback
Opt-Out Notice
from
a
Holder
(unless
subsequently
revoked),
the
Company
shall
not
be
required
to
deliver
any
notice
to
such
Holder
pursuant
to
this
Section
2.2(a) and
such
6
Holder
shall
no
longer
be
entitled
to
participate
in
Underwritten
Offerings
by
the
Company
pursuant
to
this
Section
2.2(a)
,
unless
such
Piggyback
Opt-Out Notice
is
revoked
by
such
Holder.
(b)
Priority
of
Piggyback
Registration.
If
the
Managing
Underwriter
or
Underwriters
of
any
proposed
Underwritten
Offering
advise
the
Company that
the
total
amount
of
Registrable
Securities
that
the
Selling
Holders
and
any
other
Persons
intend
to
include
in
such
offering
exceeds
the
number
that
can be
sold
in
such
offering
without
being
likely
to
have
an
adverse
effect
on
the
price,
timing
or
distribution
of
the
Common
Units
offered
or
the
market
for the
Common
Units,
then
the
Common
Units
to
be
included
in
such
Underwritten
Offering
shall
include
the
number
of
Registrable
Securities
that
such Managing
Underwriter
or
Underwriters
advise
the
Company
can
be
sold
without
having
such
adverse
effect,
with
such
number
to
be
allocated
(i)
first,
to the
Company
and
(ii)
second,
pro
rata
among
the
Selling
Holders
and
any
other
Persons
who
have
been
or
are
granted
registration
rights
on
or
after
the
date of
this
Agreement
(the
"
Other
Holders
")
who
have
requested
participation
in
the
Piggyback
Registration
(based,
for
each
such
Selling
Holder
or
Other Holder,
on
the
percentage
derived
by
dividing
(A)
the
number
of
Common
Units
proposed
to
be
sold
by
such
Selling
Holder
or
such
Other
Holder
in
such offering
by
(B)
the
aggregate
number
of
Common
Units
proposed
to
be
sold
by
all
Selling
Holders
and
all
Other
Holders
in
the
Piggyback
Registration.
Section
2.3
Underwritten
Offering
.
(a)
S-3
Registration
.
In
the
event
that
a
Selling
Holder
(together
with
any
Affiliates
that
are
Selling
Holders)
elects
to
dispose
of
Registrable Securities
under
a
Registration
Statement
pursuant
to
an
Underwritten
Offering
and
reasonably
expects
gross
proceeds
of
at
least
$50
million
from
such Underwritten
Offering,
the
Company
shall,
at
the
request
of
such
Selling
Holder,
enter
into
an
underwriting
agreement
in
customary
form
with
the Managing
Underwriter
or
Underwriters
selected
by
the
Company,
which
shall
include,
among
other
provisions,
indemnities
to
the
effect
and
to
the
extent provided
in
Section
2.8
,
and
shall
take
all
such
other
reasonable
actions
as
are
requested
by
the
Managing
Underwriter
in
order
to
expedite
or
facilitate
the disposition
of
such
Registrable
Securities;
provided,
however
,
that
the
Company
shall
have
no
obligation
to
facilitate
or
participate
in,
including
entering into
any
underwriting
agreement,
more
than
four
Underwritten
Offerings
pursuant
to
this
Section
2.3
.
(b)
General
Procedures.
In
connection
with
any
Underwritten
Offering
contemplated
by
Section
2.3(a)
,
the
underwriting
agreement
into
which each
Selling
Holder
and
the
Company
shall
enter
shall
contain
such
representations,
covenants,
indemnities
(subject
to
Section
2.8
)
and
other
rights
and obligations
as
are
customary
in
underwriting
agreements
for
firm
commitment
offerings
of
equity
securities.
No
Selling
Holder
may
participate
in
such Underwritten
Offering
unless
such
Selling
Holder
agrees
to
sell
its
Registrable
Securities
on
the
basis
provided
in
such
underwriting
agreement
and completes
and
executes
all
questionnaires,
powers
of
attorney,
indemnities
and
other
documents
reasonably
required
under
the
terms
of
such
underwriting agreement.
No
Selling
Holder
shall
be
required
to
make
any
representations
or
warranties
to
or
agreements
with
the
Company
or
the
underwriters
other than
representations,
warranties
or
agreements
regarding
such
Selling
Holder's
authority
to
enter
into
such
underwriting
agreement
and
to
sell,
and
its ownership
of,
the
securities
being
registered
on
its
behalf,
its
intended
method
of
distribution
and
any
other
representation
required
by
law.
If
any
Selling Holder
disapproves
of
the
terms
of
an
Underwritten
Offering
contemplated
by
this
Section
2.3
,
such
Selling
Holder
may
elect
to
withdraw
therefrom
by notice
to
the
Company
and
the
Managing
Underwriter;
provided
,
however
,
that
such
withdrawal
must
be
made
at
least
one
Business
Day
prior
to
the
time of
pricing
of
such
Underwritten
Offering
to
be
effective.
No
such
withdrawal
or
abandonment
shall
affect
the
Company's
obligation
to
pay
Registration Expenses.
7
Section
2.4
Sale
Procedures
.
In
connection
with
its
obligations
under
this
Article
II
,
the
Company
will,
as
expeditiously
as
possible:
(a)
prepare
and
file
with
the
Commission
such
amendments
and
supplements
to
a
Registration
Statement
and
the
prospectus
used
in
connection therewith
as
may
be
necessary
to
keep
such
Registration
Statement
effective
for
the
Effectiveness
Period
and
as
may
be
necessary
to
comply
with
the provisions
of
the
Securities
Act
with
respect
to
the
disposition
of
all
Registrable
Securities
covered
by
such
Registration
Statement;
(b)
if
a
prospectus
supplement
will
be
used
in
connection
with
the
marketing
of
an
Underwritten
Offering
under
a
Registration
Statement
and
the Managing
Underwriter
at
any
time
shall
notify
the
Company
in
writing
that,
in
the
sole
judgment
of
such
Managing
Underwriter,
inclusion
of
detailed information
to
be
used
in
such
prospectus
supplement
is
of
material
importance
to
the
success
of
such
Underwritten
Offering,
the
Company
shall
use
its commercially
reasonable
efforts
to
include
such
information
in
such
prospectus
supplement;
(c)
furnish
to
each
Selling
Holder
(i)
as
far
in
advance
as
reasonably
practicable
before
filing
a
Registration
Statement
or
any
other
registration statement
contemplated
by
this
Agreement
or
any
supplement
or
amendment
thereto,
upon
request,
copies
of
reasonably
complete
drafts
of
all
such documents
proposed
to
be
filed
(including
exhibits
and
each
document
incorporated
by
reference
therein
to
the
extent
then
required
by
the
rules
and regulations
of
the
Commission),
and
provide
each
such
Selling
Holder
the
opportunity
to
object
to
any
information
pertaining
to
such
Selling
Holder
and
its plan
of
distribution
that
is
contained
therein
and
make
the
corrections
reasonably
requested
by
such
Selling
Holder
with
respect
to
such
information
prior
to filing
such
Registration
Statement
or
such
other
registration
statement
and
the
prospectus
included
therein
or
any
supplement
or
amendment
thereto,
and (ii)
such
number
of
copies
of
such
Registration
Statement
or
such
other
registration
statement
and
the
prospectus
included
therein
and
any
supplements
and amendments
thereto
as
such
Persons
may
reasonably
request
in
order
to
facilitate
the
public
sale
or
other
disposition
of
the
Registrable
Securities
covered by
such
Registration
Statement
or
other
registration
statement;
(d)
if
applicable,
use
its
commercially
reasonable
efforts
to
register
or
qualify
the
Registrable
Securities
covered
by
any
Registration
Statement
or any
other
registration
statement
contemplated
by
this
Agreement
under
the
securities
or
blue
sky
laws
of
such
jurisdictions
as
the
Selling
Holders
or,
in
the case
of
an
Underwritten
Offering,
the
Managing
Underwriter,
shall
reasonably
request;
provided,
however
,
that
the
Company
will
not
be
required
to qualify
generally
to
transact
business
in
any
jurisdiction
where
it
is
not
then
required
to
so
qualify
or
to
take
any
action
that
would
subject
it
to
general service
of
process
in
any
such
jurisdiction
where
it
is
not
then
so
subject;
(e)
promptly
notify
each
Selling
Holder,
at
any
time
when
a
prospectus
relating
thereto
is
required
to
be
delivered
by
any
of
them
under
the
Securities Act,
of
(i)
the
filing
of
a
Registration
Statement
or
any
other
registration
statement
contemplated
by
this
Agreement
or
any
prospectus
or
prospectus supplement
to
be
used
in
connection
therewith,
or
any
amendment
or
supplement
thereto,
and,
with
respect
to
a
Registration
Statement
or
any
other registration
statement
or
any
post-effective
amendment
thereto,
when
the
same
has
become
effective;
and
(ii)
the
receipt
of
any
written
comments
from
the Commission
with
respect
to
any
filing
referred
to
in
clause
(i)
and
any
written
request
by
the
Commission
for
amendments
or
supplements
to
any
such Registration
Statement
or
any
other
registration
statement
or
any
prospectus
or
prospectus
supplement
thereto;
(f)
immediately
notify
each
Selling
Holder,
at
any
time
when
a
prospectus
relating
thereto
is
required
to
be
delivered
by
any
of
them
under
the Securities
Act,
of
(i)
the
happening
of
any
event
as
a
result
of
which
the
prospectus
or
prospectus
supplement
contained
in
a
Registration
Statement
or
any other
registration
statement
contemplated
by
this
Agreement,
as
then
in
effect,
includes
an
untrue
statement
of
a
material
fact
or
omits
to
state
any
material fact
required
to
be
8
stated
therein
or
necessary
to
make
the
statements
therein
not
misleading
(in
the
case
of
any
prospectus
contained
therein,
in
the
light
of
the
circumstances under
which
a
statement
is
made);
(ii)
the
issuance
or
express
threat
of
issuance
by
the
Commission
of
any
stop
order
suspending
the
effectiveness
of
a Registration
Statement
or
any
other
registration
statement
contemplated
by
this
Agreement,
or
the
initiation
of
any
proceedings
for
that
purpose;
or
(iii)
the receipt
by
the
Company
of
any
notification
with
respect
to
the
suspension
of
the
qualification
of
any
Registrable
Securities
for
sale
under
the
applicable securities
or
blue
sky
laws
of
any
jurisdiction.
Following
the
provision
of
such
notice,
the
Company
agrees
to,
as
promptly
as
practicable,
amend
or supplement
the
prospectus
or
prospectus
supplement
or
take
other
appropriate
action
so
that
the
prospectus
or
prospectus
supplement
does
not
include
an untrue
statement
of
a
material
fact
or
omit
to
state
a
material
fact
required
to
be
stated
therein
or
necessary
to
make
the
statements
therein
not
misleading
in the
light
of
the
circumstances
then
existing
and
to
take
such
other
action
as
is
reasonably
necessary
to
remove
a
stop
order,
suspension,
threat
thereof
or proceedings
related
thereto;
(g)
upon
request
and
subject
to
appropriate
confidentiality
obligations,
furnish
to
each
Selling
Holder
copies
of
any
and
all
transmittal
letters
or
other correspondence
with
the
Commission
or
any
other
governmental
agency
or
self-regulatory
body
or
other
body
having
jurisdiction
(including
any
domestic or
foreign
securities
exchange)
relating
to
such
offering
of
Registrable
Securities;
(h)
in
the
case
of
an
Underwritten
Offering,
furnish,
or
cause
to
be
furnished,
upon
request,
(i)
an
opinion
of
counsel
for
the
Company
addressed
to the
underwriters,
dated
the
date
of
the
closing
under
the
applicable
underwriting
agreement
and
(ii)
a
"comfort"
letter
addressed
to
the
underwriters,
dated the
pricing
date
of
such
Underwritten
Offering
and
a
letter
of
like
kind
dated
the
date
of
the
closing
under
the
applicable
underwriting
agreement,
in
each case,
signed
by
the
independent
public
accountants
who
have
certified
the
Company's
financial
statements
included
or
incorporated
by
reference
into
the applicable
registration
statement,
and
each
of
the
opinion
and
the
"comfort"
letter
shall
be
in
customary
form
and
covering
substantially
the
same
matters with
respect
to
such
registration
statement
(and
the
prospectus
and
any
prospectus
supplement)
as
have
been
customarily
covered
in
opinions
of
issuer's counsel
and
in
accountants'
letters
delivered
to
the
underwriters
in
Underwritten
Offerings
of
securities
by
the
Company
and
such
other
matters
as
such underwriters
may
reasonably
request;
(i)
otherwise
use
its
commercially
reasonable
efforts
to
comply
with
all
applicable
rules
and
regulations
of
the
Commission,
and
make
available
to its
security
holders,
as
soon
as
reasonably
practicable,
an
earnings
statement,
which
earnings
statement
covering
the
period
of
at
least
12
months,
but
not more
than
18
months,
beginning
with
the
first
full
calendar
month
after
the
effective
date
of
such
registration
statement,
shall
satisfy
the
provisions
of Section
11(a)
of
the
Securities
Act
and
Rule
158
promulgated
thereunder;
(j)
make
available
to
the
appropriate
representatives
of
the
Managing
Underwriter
and
Selling
Holders
during
normal
business
hours
access
to
such information
and
Partnership
personnel
as
is
reasonable
and
customary
to
enable
such
parties
to
establish
a
due
diligence
defense
under
the
Securities
Act; provided,
however
,
that
the
Company
need
not
disclose
any
non-public
information
to
any
such
representative
unless
and
until
such
representative
has entered
into
a
confidentiality
agreement
with
the
Company;
(k)
use
its
commercially
reasonable
efforts
to
cause
all
Registrable
Securities
registered
pursuant
to
this
Agreement
to
be
listed
on
each
securities exchange
or
nationally
recognized
quotation
system
on
which
similar
securities
issued
by
the
Company
are
then
listed;
(l)
use
its
commercially
reasonable
efforts
to
cause
Registrable
Securities
to
be
registered
with
or
approved
by
such
other
governmental
agencies
or authorities
as
may
be
necessary
by
virtue
9
of
the
business
and
operations
of
the
Company
to
enable
the
Selling
Holders
to
consummate
the
disposition
of
such
Registrable
Securities;
(m)
provide
a
transfer
agent
and
registrar
for
all
Registrable
Securities
covered
by
any
Registration
Statement
not
later
than
the
Effective
Date
of
such Registration
Statement;
(n)
enter
into
customary
agreements
and
take
such
other
actions
as
are
reasonably
requested
by
the
Selling
Holders
or
the
underwriters,
if
any,
in order
to
expedite
or
facilitate
the
disposition
of
Registrable
Securities
(including,
making
appropriate
officers
of
the
Managing
Member
available
to participate
in
any
"road
show"
presentations
before
analysts,
and
other
customary
marketing
activities
(including
one-on-one
meetings
with
prospective purchasers
of
the
Registrable
Securities));
provided,
however,
that
in
the
event
the
Company,
using
commercially
reasonable
efforts,
is
unable
to
make
such appropriate
officers
of
the
Managing
Member
available
to
participate
in
connection
with
any
"road
show"
presentations
and
other
customary
marketing activities
(whether
in
person
or
otherwise),
the
Company
shall
make
such
appropriate
officers
available
to
participate
via
conference
call
or
other
means
of communication;
(o)
if
reasonably
requested
by
a
Selling
Holder,
(i)
incorporate
in
a
prospectus
supplement
or
post-effective
amendment
such
information
as
such Selling
Holder
reasonably
requests
to
be
included
therein
relating
to
the
sale
and
distribution
of
Registrable
Securities,
including
information
with
respect to
the
number
of
Registrable
Securities
being
offered
or
sold,
the
purchase
price
being
paid
therefor
and
any
other
terms
of
the
offering
of
the
Registrable Securities
to
be
sold
in
such
offering;
and
(ii)
make
all
required
filings
of
such
prospectus
supplement
or
post-effective
amendment
after
being
notified
of the
matters
to
be
incorporated
in
such
prospectus
supplement
or
post-effective
amendment;
(p)
if
reasonably
required
by
the
Company's
transfer
agent,
the
Company
shall
promptly
deliver
any
authorizations,
certificates
and
directions required
by
the
transfer
agent
which
authorize
and
direct
the
transfer
agent
to
transfer
such
Registrable
Securities
without
legend
upon
sale
by
the
Holder
of such
Registrable
Securities
under
the
Registration
Statement;
and
(q)
if
any
Holder
could
reasonably
be
deemed
to
be
an
"underwriter,"
as
defined
in
Section
2(a)(11)
of
the
Securities
Act,
in
connection
with
the Registration
Statement
and
any
amendment
or
supplement
thereof
(a
"
Holder
Underwriter
Registration
Statement
"),
then
the
Company
will
reasonably cooperate
with
such
Holder
in
allowing
such
Holder
to
conduct
customary
"underwriter's
due
diligence"
with
respect
to
the
Company
and
satisfy
its obligations
in
respect
thereof.
In
addition,
at
any
Holder's
request,
the
Company
will
furnish
to
such
Holder,
on
the
date
of
the
effectiveness
of
the
Holder Underwriter
Registration
Statement
and
thereafter
from
time
to
time
on
such
dates
as
such
Holder
may
reasonably
request
(provided
that
such
request
shall not
be
more
frequently
than
on
an
annual
basis
unless
such
Holder
is
offering
Registrable
Securities
pursuant
to
a
Holder
Underwriter
Registration Statement),
(i)
a
"comfort"
letter,
dated
such
date,
from
the
Company's
independent
certified
public
accountants
in
form
and
substance
as
is
customarily given
by
independent
certified
public
accountants
to
underwriters
in
an
underwritten
public
offering,
addressed
to
such
Holder,
(ii)
an
opinion,
dated
as
of such
date,
of
counsel
representing
the
Company
for
purposes
of
the
Holder
Underwriter
Registration
Statement,
in
form,
scope
and
substance
as
is customarily
given
in
an
underwritten
public
offering,
including
standard
"10b-5"
negative
assurance
for
such
offering,
addressed
to
such
Holder
and
(iii)
a standard
officer's
certificate
from
the
chief
executive
officer
or
chief
financial
officer,
or
other
officers
serving
such
functions,
of
the
managing
member
of the
Company
addressed
to
the
Holder.
The
Company
will
also
permit
legal
counsel
to
such
Holder
to
review
and
comment
upon
any
such
Holder Underwriter
Registration
Statement
at
least
five
Business
Days
prior
to
its
filing
with
the
Commission
and
all
amendments
and
supplements
to
any
such Holder
Underwriter
Registration
Statement
with
a
reasonable
number
of
days
prior
to
their
filing
with
the
Commission
and
not
file
10
any
Holder
Underwriter
Registration
Statement
or
amendment
or
supplement
thereto
in
a
form
to
which
such
Holder's
legal
counsel
reasonably
objects. Each
Selling
Holder,
upon
receipt
of
notice
from
the
Company
of
the
happening
of
any
event
of
the
kind
described
in
subsection
(f)
of
this
Section
2.4
, shall
forthwith
discontinue
offers
and
sales
of
the
Registrable
Securities
until
such
Selling
Holder's
receipt
of
the
copies
of
the
supplemented
or
amended prospectus
contemplated
by
subsection
(f)
of
this
Section
2.4
or
until
it
is
advised
in
writing
by
the
Company
that
the
use
of
the
prospectus
may
be
resumed and
has
received
copies
of
any
additional
or
supplemental
filings
incorporated
by
reference
in
the
prospectus,
and,
if
so
directed
by
the
Company,
such Selling
Holder
will,
or
will
request
the
managing
underwriter
or
underwriters,
if
any,
to
deliver
to
the
Company
(at
the
Company's
expense)
all
copies
in their
possession
or
control,
other
than
permanent
file
copies
then
in
such
Selling
Holder's
possession,
of
the
prospectus
covering
such
Registrable
Securities current
at
the
time
of
receipt
of
such
notice.
Notwithstanding
anything
to
the
contrary
in
this
Section
2.4
,
the
Company
will
not
name
a
Holder
as
an
underwriter
(as
defined
in
Section
2(a)(11)
of
the Securities
Act)
in
any
Registration
Statement
or
Holder
Underwriter
Registration
Statement,
as
applicable,
without
such
Holder's
consent.
If
the
staff
of
the Commission
requires
the
Company
to
name
any
Holder
as
an
underwriter
(as
defined
in
Section
2(a)(11)
of
the
Securities
Act),
and
such
Holder
does
not
consent thereto,
then
such
Holder's
Registrable
Securities
shall
not
be
included
on
the
applicable
Registration
Statement,
such
Holder
shall
no
longer
be
entitled
to
receive Liquidated
Damages
under
this
Agreement
with
respect
to
such
Holder's
Registrable
Securities,
and
the
Company
shall
have
no
further
obligations
hereunder
with respect
to
Registrable
Securities
held
by
such
Holder,
unless
such
Holder
has
not
had
an
opportunity
to
conduct
customary
underwriter's
due
diligence
as
set
forth in
subsection
(q)
of
this
Section
2.4
with
respect
to
the
Company
at
the
time
such
Holder's
consent
is
sought.
Each
Selling
Holder,
upon
receipt
of
notice
from
the
Company
of
the
happening
of
any
event
of
the
kind
described
in
subsection
(f)
of
this
Section
2.4
,
shall forthwith
discontinue
offers
and
sales
of
the
Registrable
Securities
by
means
of
a
prospectus
or
prospectus
supplement
until
such
Selling
Holder's
receipt
of
the copies
of
the
supplemented
or
amended
prospectus
contemplated
by
subsection
(f)
of
this
Section
2.4
or
until
it
is
advised
in
writing
by
the
Company
that
the
use of
the
prospectus
may
be
resumed
and
has
received
copies
of
any
additional
or
supplemental
filings
incorporated
by
reference
in
the
prospectus,
and,
if
so
directed by
the
Company,
such
Selling
Holder
will,
or
will
request
the
Managing
Underwriter
or
Managing
Underwriters,
if
any,
to
deliver
to
the
Company
(at
the Company's
expense)
all
copies
in
their
possession
or
control,
other
than
permanent
file
copies
then
in
such
Selling
Holder's
possession,
of
the
prospectus
covering such
Registrable
Securities
current
at
the
time
of
receipt
of
such
notice.
If
reasonably
requested
by
a
Selling
Holder,
the
Company
shall:
(i)
as
soon
as
practicable
incorporate
in
a
prospectus
supplement
or
post-effective
amendment such
information
as
such
Selling
Holder
reasonably
requests
to
be
included
therein
relating
to
the
sale
and
distribution
of
Registrable
Securities,
including information
with
respect
to
the
number
of
Registrable
Securities
being
offered
or
sold,
the
purchase
price
being
paid
therefor
and
any
other
terms
of
the
offering
of the
Registrable
Securities
to
be
sold
in
such
offering
and
(ii)
as
soon
as
practicable
make
all
required
filings
of
such
prospectus
supplement
or
post-effective amendment
after
being
notified
of
the
matters
to
be
incorporated
in
such
prospectus
supplement
or
post-effective
amendment.
Section
2.5
Cooperation
by
Holders
.
The
Company
shall
have
no
obligation
to
include
Registrable
Securities
of
a
Holder
in
a
Registration
Statement
or in
an
Underwritten
Offering
pursuant
to
Section
2.2(a)
who
has
failed
to
timely
furnish
such
information
that
the
Company
determines,
after
consultation
with
its counsel,
is
reasonably
required
in
order
for
any
registration
statement
or
prospectus
supplement,
as
applicable,
to
comply
with
the
Securities
Act.
11
Section
2.6
Restrictions
on
Public
Sale
by
Holders
of
Registrable
Securities
.
Each
Holder
of
Registrable
Securities
included
in
a
Registration
Statement agrees
to
enter
into
a
customary
letter
agreement
with
underwriters
providing
that
such
Holder
will
not
effect
any
public
sale
or
distribution
of
Registrable Securities
during
the
30
calendar
day
period
beginning
on
the
date
of
a
prospectus
or
prospectus
supplement
filed
with
the
Commission
with
respect
to
the
pricing of
any
Underwritten
Offering;
provided,
however
,
that
(i)
the
duration
of
the
foregoing
restrictions
shall
be
no
longer
than
the
duration
of
the
shortest
restriction generally
imposed
by
the
underwriters
on
the
Company
or
the
officers,
directors
or
any
other
Affiliate
of
the
Company
on
whom
a
restriction
is
imposed,
(ii)
the restrictions
set
forth
in
this
Section
2.6
shall
not
apply
to
any
Registrable
Securities
that
are
included
in
such
Underwritten
Offering
by
such
Holder
and
(iii)
any such
agreement
shall
not
be
deemed
to
preclude
or
restrict
Goldman
Sachs
&
Company
from
engaging
in
any
brokerage,
investment
advisory,
financial
advisory, anti-raid
advisory,
principaling,
merger
advisory,
financing,
asset
management,
trading,
market-making,
arbitrage,
investment
activity
or
other
similar
businesses. In
addition,
this
Section
2.6
shall
not
apply
to
any
Holder
that
is
not
entitled
to
participate
in
such
Underwritten
Offering,
whether
because
such
Holder
delivered
a Piggyback
Opt-Out
Notice
prior
to
receiving
notice
of
the
Underwritten
Offering,
because
such
Holder
(together
with
its
Affiliates)
holds
less
than
$75
million
of the
Common
Units,
calculated
on
the
basis
of
the
Purchased
Unit
Price,
or
because
the
Registrable
Securities
of
such
Holder
have
become
eligible
for
resale pursuant
to
any
section
of
Rule
144
under
the
Securities
Act
(or
any
similar
provision
then
in
effect)
without
any
restriction.
Section
2.7
Expenses
.
(a)
Certain
Definitions.
"
Registration
Expenses
"
means
all
expenses
incident
to
the
Company's
performance
under
or
compliance
with
this Agreement
to
effect
the
registration
of
Registrable
Securities
on
a
Registration
Statement
pursuant
to
Section
2.1
,
a
Piggyback
Registration
pursuant
to Section
2.2
,
or
an
Underwritten
Offering
pursuant
to
Section
2.3
,
and
the
disposition
of
such
Registrable
Securities,
including,
without
limitation,
all registration,
filing,
securities
exchange
listing
and
NYSE
fees,
all
registration,
filing,
qualification
and
other
fees
and
expenses
of
complying
with
securities or
blue
sky
laws,
fees
of
the
Financial
Industry
Regulatory
Authority,
fees
of
transfer
agents
and
registrars,
all
word
processing,
duplicating
and
printing expenses,
and
the
fees
and
disbursements
of
counsel
and
independent
public
accountants
for
the
Company,
including
the
expenses
of
any
special
audits
or "cold
comfort"
letters
required
by
or
incident
to
such
performance
and
compliance.
"
Selling
Expenses
"
means
all
underwriting
fees,
discounts
and
selling commissions
and
transfer
taxes
allocable
to
the
sale
of
the
Registrable
Securities.
(b)
Expenses.
The
Company
will
pay
all
reasonable
Registration
Expenses,
as
determined
in
good
faith,
in
connection
with
a
shelf
Registration,
a Piggyback
Registration
or
an
Underwritten
Offering,
whether
or
not
any
sale
is
made
pursuant
to
such
shelf
Registration,
Piggyback
Registration,
or
Underwritten Offering.
Each
Selling
Holder
shall
pay
its
pro
rata
share
of
all
Selling
Expenses
in
connection
with
any
sale
of
its
Registrable
Securities
hereunder.
In
addition, except
as
otherwise
provided
in
Section
2.8
,
the
Company
shall
not
be
responsible
for
professional
fees
(including
legal
fees)
incurred
by
Holders
in
connection with
the
exercise
of
such
Holders'
rights
hereunder.
Section
2.8
Indemnification
.
(a)
By
the
Company.
In
the
event
of
a
registration
of
any
Registrable
Securities
under
the
Securities
Act
pursuant
to
this
Agreement,
the
Company will
indemnify
and
hold
harmless
each
Selling
Holder
thereunder,
its
directors,
officers,
managers,
partners,
employees
and
agents
and
each
Person,
if
any, who
controls
such
Selling
Holder
within
the
meaning
of
the
Securities
Act
and
the
Exchange
Act,
and
its
directors,
officers,
managers,
partners,
employees or
agents
(collectively,
the
"
Selling
Holder
Indemnified
Persons
"),
against
any
losses,
claims,
damages,
expenses
or
liabilities
(including
reasonable attorneys'
fees
and
expenses)
(collectively,
"
Losses
"),
joint
or
several,
to
12
which
such
Selling
Holder
Indemnified
Person
may
become
subject
under
the
Securities
Act,
the
Exchange
Act
or
otherwise,
insofar
as
such
Losses
(or actions
or
proceedings,
whether
commenced
or
threatened,
in
respect
thereof)
arise
out
of
or
are
based
upon
any
untrue
statement
or
alleged
untrue statement
of
any
material
fact
(in
the
case
of
any
prospectus,
in
light
of
the
circumstances
under
which
such
statement
is
made)
contained
in
(which,
for
the avoidance
of
doubt,
includes
documents
incorporated
by
reference
in)
the
applicable
Registration
Statement
or
other
registration
statement
contemplated
by this
Agreement,
any
preliminary
prospectus,
prospectus
supplement
or
final
prospectus
contained
therein,
or
any
amendment
or
supplement
thereof,
or
any free
writing
prospectus
relating
thereto,
or
arise
out
of
or
are
based
upon
the
omission
or
alleged
omission
to
state
therein
a
material
fact
required
to
be stated
therein
or
necessary
to
make
the
statements
therein
(in
the
case
of
a
prospectus,
in
light
of
the
circumstances
under
which
they
were
made)
not misleading,
and
will
reimburse
each
such
Selling
Holder
Indemnified
Person
for
any
legal
or
other
expenses
reasonably
incurred
by
them
in
connection with
investigating,
defending
or
resolving
any
such
Loss
or
actions
or
proceedings;
provided
,
however
,
that
the
Company
will
not
be
liable
in
any
such case
if
and
to
the
extent
that
any
such
Loss
arises
out
of
or
is
based
upon
an
untrue
statement
or
alleged
untrue
statement
or
omission
or
alleged
omission
so made
in
conformity
with
information
furnished
by
such
Selling
Holder
Indemnified
Person
in
writing
specifically
for
use
in
the
applicable
Registration Statement
or
other
registration
statement,
or
prospectus
supplement,
as
applicable.
Such
indemnity
shall
remain
in
full
force
and
effect
regardless
of
any investigation
made
by
or
on
behalf
of
such
Selling
Holder
Indemnified
Person,
and
shall
survive
the
transfer
of
such
securities
by
such
Selling
Holder.
(b)
By
Each
Selling
Holder.
Each
Selling
Holder
agrees
severally
and
not
jointly
to
indemnify
and
hold
harmless
the
Company,
the
Managing Member,
the
Managing
Member's
directors,
officers,
employees
and
agents
and
each
Person,
who,
directly
or
indirectly,
controls
the
Company
within
the meaning
of
the
Securities
Act
or
of
the
Exchange
Act
to
the
same
extent
as
the
foregoing
indemnity
from
the
Company
to
the
Selling
Holders,
but
only with
respect
to
information
regarding
such
Selling
Holder
furnished
in
writing
by
or
on
behalf
of
such
Selling
Holder
expressly
for
inclusion
in
a Registration
Statement
or
any
other
registration
statement
contemplated
by
this
Agreement,
any
preliminary
prospectus,
prospectus
supplement
or
final prospectus
contained
therein,
or
any
amendment
or
supplement
thereto
or
any
free
writing
prospectus
relating
thereto;
provided
,
however
,
that
the
liability of
each
Selling
Holder
shall
not
be
greater
in
amount
than
the
dollar
amount
of
the
proceeds
(net
of
any
Selling
Expenses)
received
by
such
Selling
Holder from
the
sale
of
the
Registrable
Securities
giving
rise
to
such
indemnification.
(c)
Notice.
Promptly
after
receipt
by
an
indemnified
party
hereunder
of
notice
of
the
commencement
of
any
action,
such
indemnified
party
shall, if
a
claim
in
respect
thereof
is
to
be
made
against
the
indemnifying
party
hereunder,
notify
the
indemnifying
party
in
writing
thereof,
but
the
omission
to
so notify
the
indemnifying
party
shall
not
relieve
it
from
any
liability
that
it
may
have
to
any
indemnified
party
other
than
under
this
Section
2.8(c)
except
to the
extent
that
the
indemnifying
party
is
materially
prejudiced
by
such
failure.
In
any
action
brought
against
any
indemnified
party,
it
shall
notify
the indemnifying
party
of
the
commencement
thereof.
The
indemnifying
party
shall
be
entitled
to
participate
in
and,
to
the
extent
it
shall
wish,
to
assume
and undertake
the
defense
thereof
with
counsel
reasonably
satisfactory
to
such
indemnified
party
and,
after
notice
from
the
indemnifying
party
to
such indemnified
party
of
its
election
so
to
assume
and
undertake
the
defense
thereof,
the
indemnifying
party
shall
not
be
liable
to
such
indemnified
party
under this
Section
2.8
for
any
legal
expenses
subsequently
incurred
by
such
indemnified
party
in
connection
with
the
defense
thereof
other
than
reasonable
costs of
investigation
and
of
liaison
with
counsel
so
selected;
provided
,
however
,
that,
(i)
if
the
indemnifying
party
has
failed
to
assume
the
defense
or
employ counsel
reasonably
satisfactory
to
the
indemnified
party
or
(ii)
if
the
defendants
in
any
such
action
include
both
the
indemnified
party
and
the
indemnifying party
and
counsel
to
13
the
indemnified
party
shall
have
concluded
that
there
may
be
reasonable
defenses
available
to
the
indemnified
party
that
are
different
from
or
additional
to those
available
to
the
indemnifying
party,
or
if
the
interests
of
the
indemnified
party
reasonably
may
be
deemed
to
conflict
with
the
interests
of
the indemnifying
party,
then
the
indemnified
party
shall
have
the
right
to
select
a
separate
counsel
and
to
assume
such
legal
defense
and
otherwise
to participate
in
the
defense
of
such
action,
with
the
reasonable
expenses
and
fees
of
such
separate
counsel
and
other
reasonable
expenses
related
to
such participation
to
be
reimbursed
by
the
indemnifying
party
as
incurred.
Notwithstanding
any
other
provision
of
this
Agreement,
no
indemnifying
party
shall settle
any
action
brought
against
any
indemnified
party
with
respect
to
which
such
indemnified
party
may
be
entitled
to
indemnification
hereunder
without the
consent
of
the
indemnified
party,
unless
the
settlement
thereof
imposes
no
liability
or
obligation
on,
includes
a
complete
and
unconditional
release
from liability
of,
and
does
not
contain
any
admission
of
wrongdoing
by,
the
indemnified
party.
(d)
Contribution.
If
the
indemnification
provided
for
in
this
Section
2.8
is
held
by
a
court
or
government
agency
of
competent
jurisdiction
to
be unavailable
to
any
indemnified
party
or
is
insufficient
to
hold
them
harmless
in
respect
of
any
Losses,
then
each
such
indemnifying
party,
in
lieu
of indemnifying
such
indemnified
party,
shall
contribute
to
the
amount
paid
or
payable
by
such
indemnified
party
as
a
result
of
such
Losses
in
such
proportion as
is
appropriate
to
reflect
the
relative
fault
of
the
indemnifying
party,
on
the
one
hand,
and
of
the
indemnified
party,
on
the
other
hand,
in
connection
with the
statements
or
omissions
that
resulted
in
such
Losses,
as
well
as
any
other
relevant
equitable
considerations;
provided
,
however
,
that
in
no
event
shall any
Selling
Holder
be
required
to
contribute
an
aggregate
amount
in
excess
of
the
dollar
amount
of
proceeds
(net
of
Selling
Expenses)
received
by
such Selling
Holder
from
the
sale
of
Registrable
Securities
giving
rise
to
such
indemnification.
The
relative
fault
of
the
indemnifying
party,
on
the
one
hand,
and the
indemnified
party,
on
the
other,
shall
be
determined
by
reference
to,
among
other
things,
whether
the
untrue
or
alleged
untrue
statement
of
a
material fact
or
the
omission
or
alleged
omission
to
state
a
material
fact
has
been
made
by,
or
relates
to,
information
supplied
by
such
party,
and
the
parties'
relative intent,
knowledge,
access
to
information
and
opportunity
to
correct
or
prevent
such
statement
or
omission.
The
parties
hereto
agree
that
it
would
not
be
just and
equitable
if
contributions
pursuant
to
this
paragraph
were
to
be
determined
by
pro
rata
allocation
or
by
any
other
method
of
allocation
that
does
not take
account
of
the
equitable
considerations
referred
to
herein.
The
amount
paid
by
an
indemnified
party
as
a
result
of
the
Losses
referred
to
in
the
first sentence
of
this
paragraph
shall
be
deemed
to
include
any
legal
and
other
expenses
reasonably
incurred
by
such
indemnified
party
in
connection
with investigating,
defending
or
resolving
any
Loss
that
is
the
subject
of
this
paragraph.
No
person
guilty
of
fraudulent
misrepresentation
(within
the
meaning
of Section
11(f)
of
the
Securities
Act)
shall
be
entitled
to
contribution
from
any
Person
who
is
not
guilty
of
such
fraudulent
misrepresentation.
(e)
Other
Indemnification.
The
provisions
of
this
Section
2.8
shall
be
in
addition
to
any
other
rights
to
indemnification
or
contribution
that
an indemnified
party
may
have
pursuant
to
law,
equity,
contract
or
otherwise.
Section
2.9
Rule
144
Reporting
.
With
a
view
to
making
available
the
benefits
of
certain
rules
and
regulations
of
the
Commission
that
may
permit
the sale
of
the
Registrable
Securities
to
the
public
without
registration,
the
Company
agrees
to
use
its
commercially
reasonable
efforts
to:
(a)
make
and
keep
public
information
regarding
the
Company
available,
as
those
terms
are
understood
and
defined
in
Rule
144
under
the
Securities Act
(or
any
similar
provision
then
in
effect),
at
all
times
from
and
after
the
date
hereof;
14
(b)
file
with
the
Commission
in
a
timely
manner
all
reports
and
other
documents
required
of
the
Company
under
the
Securities
Act
and
the
Exchange Act
at
all
times
from
and
after
the
date
hereof;
and
(c)
so
long
as
a
Holder
owns
any
Registrable
Securities,
furnish
(i)
to
the
extent
accurate,
forthwith
upon
request,
a
written
statement
of
the
Company that
it
has
complied
with
the
reporting
requirements
of
Rule
144
under
the
Securities
Act
(or
any
similar
provision
then
in
effect)
and
(ii)
unless
otherwise available
via
the
Commission's
EDGAR
filing
system,
to
such
Holder
forthwith
upon
request
a
copy
of
the
most
recent
annual
or
quarterly
report
of
the Company,
and
such
other
reports
and
documents
so
filed
as
such
Holder
may
reasonably
request
in
availing
itself
of
any
rule
or
regulation
of
the Commission
allowing
such
Holder
to
sell
any
such
securities
without
registration.
Section
2.10
Transfer
or
Assignment
of
Registration
Rights
.
The
rights
to
cause
the
Company
to
register
Registrable
Securities
under
this
Article
II
may be
transferred
or
assigned
by
each
Holder
to
one
or
more
transferees
or
assignees
of
Registrable
Securities
or
securities
convertible
into
Registrable
Securities; provided,
however
,
that
(a)
unless
any
such
transferee
or
assignee
is
an
Affiliate
of,
and
after
such
transfer
or
assignment
continues
to
be
an
Affiliate
of,
such Holder,
the
amount
of
Registrable
Securities
or
securities
convertible
into
Registrable
Securities,
as
applicable,
transferred
or
assigned
to
such
transferee
or assignee
shall
represent
at
least
$75
million
of
Registrable
Securities
on
an
as-converted
basis
(determined
by
multiplying
the
number
of
Registrable
Securities
(on an
as-converted
basis)
owned
by
the
average
of
the
closing
price
on
the
NYSE
for
the
Common
Units
for
the
ten
trading
days
preceding
the
date
of
such
transfer
or assignment),
(b)
the
Company
is
given
written
notice
prior
to
any
said
transfer
or
assignment,
stating
the
name
and
address
of
each
such
transferee
or
assignee
and identifying
the
securities
with
respect
to
which
such
registration
rights
are
being
transferred
or
assigned
and
(c)
each
such
transferee
or
assignee
assumes
in
writing responsibility
for
its
portion
of
the
obligations
of
such
transferring
Holder
under
this
Agreement.
Section
2.11
Limitation
on
Subsequent
Registration
Rights
.
From
and
after
the
date
hereof,
the
Company
shall
not,
without
the
prior
written
consent
of the
Holders
of
a
majority
of
the
outstanding
Registrable
Securities
or
securities
convertible
into
Registrable
Securities,
as
applicable,
enter
into
any
agreement
with any
current
or
future
holder
of
any
securities
of
the
Company
that
would
allow
such
current
or
future
holder
to
require
the
Company
to
include
securities
in
any registration
statement
filed
by
the
Company
on
a
basis
other
than
pari
passu
with,
or
expressly
subordinate
to,
the
piggyback
rights
of
the
Holders
of
Registrable Securities
hereunder.
Section
2.12
Amendment
and
Restatement
.
The
parties
hereto
acknowledge
and
agree
that
this
Agreement
amends
and
restates
in
its
entirety
the
Prior Registration
Rights
Agreement,
which,
as
of
the
date
hereof,
shall
be
of
no
further
force
or
effect.
ARTICLE
III
MISCELLANEOUS
Section
3.1
Communications
.
All
notices
and
demands
provided
for
hereunder
shall
be
in
writing
and
shall
be
given
by
registered
or
certified
mail, return
receipt
requested,
telecopy,
air
courier
guaranteeing
overnight
delivery,
personal
delivery
or
(in
the
case
of
any
notice
given
by
the
Company
to
the Purchaser)
email
to
the
following
addresses:
(a)
if
to
the
Purchaser:
Enfield
Holdings,
L.P.
301
Commerce
Street
Suite
3300
Fort
Worth,
TX
76102
Attention:
General
Counsel
Facsimile:
(817)
871-4010
15
with
a
copy,
which
shall
not
constitute
notice,
to:
Vinson
&
Elkins
LLP
1001
Fannin
Street
Suite
2500
Houston,
Texas
77002
Attention:
David
Oelman
Facsimile:
(713)
615-5861
(b)
if
to
the
Company:
EnLink
Midstream,
LLC
1722
Routh
Street,
Suite
1300
Dallas,
Texas
75201
Attention:
General
Counsel
Facsimile:
(214)
721-9299
with
a
copy,
which
shall
not
constitute
notice,
to:
Baker
Botts
L.L.P.
2001
Ross
Avenue
Dallas,
Texas
75201-2980
Attention:
Preston
Bernhisel
Facsimile:
(214)
661-4783
or
to
such
other
address
as
the
Company
or
the
Purchaser
may
designate
to
each
other
in
writing
from
time
to
time
or,
if
to
a
transferee
or
assignee
of
the
Purchaser or
any
transferee
or
assignee
thereof,
to
such
transferee
or
assignee
at
the
address
provided
pursuant
to
Section
2.10
.
All
notices
and
communications
shall
be deemed
to
have
been
duly
given:
(i)
at
the
time
delivered
by
hand,
if
personally
delivered,
(ii)
upon
actual
receipt
if
sent
by
certified
or
registered
mail,
return receipt
requested,
or
regular
mail,
if
mailed,
(iii)
upon
actual
receipt
of
the
facsimile
or
email
copy,
if
sent
via
facsimile
or
email
and
(iv)
upon
actual
receipt
when delivered
to
an
air
courier
guaranteeing
overnight
delivery.
Section
3.2
Successors
and
Assigns
.
This
Agreement
shall
be
binding
upon
the
Company,
the
Purchaser
and
their
respective
successors
and
permitted assigns,
including
subsequent
Holders
of
Registrable
Securities
to
the
extent
permitted
herein.
Except
as
expressly
provided
in
this
Agreement,
this
Agreement shall
not
be
construed
so
as
to
confer
any
right
or
benefit
upon
any
Person
other
than
the
parties
to
this
Agreement
and
their
respective
successors
and
permitted assigns.
Section
3.3
Assignment
of
Rights
.
Except
as
provided
in
Section
2.10
,
neither
this
Agreement
nor
any
of
the
rights,
benefits
or
obligations
hereunder may
be
assigned
or
transferred,
by
operation
of
law
or
otherwise,
by
any
party
hereto
without
the
prior
written
consent
of
the
other
party.
Section
3.4
Recapitalization,
Exchanges,
Etc.
Affecting
Units
.
The
provisions
of
this
Agreement
shall
apply
to
the
full
extent
set
forth
herein
with
respect to
any
and
all
units
of
the
Company
or
any
successor
or
assign
of
the
Company
(whether
by
merger,
consolidation,
sale
of
assets
or
otherwise)
that
may
be
issued in
respect
of,
in
exchange
for
or
in
substitution
of,
the
Registrable
Securities,
and
shall
be
appropriately
adjusted
for
combinations,
unit
splits,
recapitalizations,
pro rata
distributions
of
units
and
the
like
occurring
after
the
date
of
this
Agreement.
Section
3.5
Aggregation
of
Registrable
Securities
.
All
Registrable
Securities
held
or
acquired
by
Persons
who
are
Affiliates
of
one
another
shall
be aggregated
together
for
the
purpose
of
determining
the
availability
of
any
rights
under
this
Agreement.
16
Section
3.6
Specific
Performance
.
Damages
in
the
event
of
breach
of
this
Agreement
by
a
party
hereto
may
be
difficult,
if
not
impossible,
to
ascertain, and
it
is
therefore
agreed
that
each
such
Person,
in
addition
to
and
without
limiting
any
other
remedy
or
right
it
may
have,
will
have
the
right
to
seek
an
injunction or
other
equitable
relief
in
any
court
of
competent
jurisdiction,
enjoining
any
such
breach,
and
enforcing
specifically
the
terms
and
provisions
hereof,
and
each
of the
parties
hereto
hereby
waives
any
and
all
defenses
it
may
have
on
the
ground
of
lack
of
jurisdiction
or
competence
of
the
court
to
grant
such
an
injunction
or other
equitable
relief.
The
existence
of
this
right
will
not
preclude
any
such
Person
from
pursuing
any
other
rights
and
remedies
at
law
or
in
equity
that
such
Person may
have.
Section
3.7
Counterparts
.
This
Agreement
may
be
executed
in
any
number
of
counterparts,
each
of
which
counterparts,
when
so
executed
and
delivered, shall
be
deemed
to
be
an
original
and
all
of
which
counterparts,
taken
together,
shall
constitute
but
one
and
the
same
agreement.
Section
3.8
Headings
.
The
headings
in
this
Agreement
are
for
convenience
of
reference
only
and
shall
not
limit
or
otherwise
affect
the
meaning
hereof.
Section
3.9
Governing
Law,
Submission
to
Jurisdiction
.
This
Agreement
and
all
claims
or
causes
of
action
(whether
in
contract
or
tort)
that
may
be based
upon,
arise
out
of
or
relate
to
this
Agreement
or
the
negotiation,
execution,
termination,
performance
or
nonperformance
of
this
Agreement
(including
any claim
or
cause
of
action
based
upon,
arising
out
of
or
related
to
any
representation
or
warranty
made
in
or
in
connection
with
this
Agreement
or
as
an
inducement to
enter
into
this
Agreement)
will
be
construed
in
accordance
with
and
governed
by
the
laws
of
the
State
of
New
York
without
regard
to
principles
of
conflicts
of laws
that
might
otherwise
require
the
application
of
the
laws
of
any
other
jurisdiction.
Any
action
against
any
party
relating
to
the
foregoing
shall
be
brought
in
any federal
or
state
court
of
competent
jurisdiction
located
within
the
State
of
New
York,
and
the
parties
hereto
hereby
irrevocably
submit
to
the
non-exclusive jurisdiction
of
any
federal
or
state
court
located
within
the
State
of
New
York
over
any
such
action.
The
parties
hereby
irrevocably
waive,
to
the
fullest
extent permitted
by
applicable
law,
any
objection
which
they
may
now
or
hereafter
have
to
the
laying
of
venue
of
any
such
dispute
brought
in
such
court
or
any
defense of
inconvenient
forum
for
the
maintenance
of
such
dispute.
Each
of
the
parties
hereto
agrees
that
a
judgment
in
any
such
dispute
may
be
enforced
in
other jurisdictions
by
suit
on
the
judgment
or
in
any
other
manner
provided
by
law.
Section
3.10
Waiver
of
Jury
Trial
.
Each
party
to
this
Agreement
irrevocably
waives
the
right
to
a
trial
by
jury
in
connection
with
any
matter
arising
out of
this
Agreement
to
the
fullest
extent
permitted
by
applicable
law.
Section
3.11
Severability
of
Provisions
.
If
any
provision
in
this
Agreement
is
held
to
be
illegal,
invalid,
not
binding,
or
unenforceable,
such
provision shall
be
fully
severable
and
this
Agreement
shall
be
construed
and
enforced
as
if
such
illegal,
invalid,
not
binding,
or
unenforceable
provision
had
never
comprised a
part
hereof,
and
the
remaining
provisions
shall
remain
in
full
force
and
effect,
shall
be
construed
so
as
to
give
effect
to
the
original
intent
of
the
parties
as
closely as
possible.
Section
3.12
Entire
Agreement
.
This
Agreement,
the
Company
Operating
Agreement,
and
the
Restructuring
Agreement
(collectively,
the
"
Transaction Documents
")
are
intended
by
the
parties
as
a
final
expression
of
their
agreement
and
are
intended
to
be
a
complete
and
exclusive
statement
of
the
agreement
and understanding
of
the
parties
hereto,
in
respect
of
the
subject
matter
contained
herein
and
therein.
There
are
no,
and
neither
the
Company
nor
the
Purchaser
has relied
upon,
restrictions,
promises,
warranties,
or
undertakings,
other
than
those
set
forth
or
referred
to
herein
or
in
the
other
Transaction
Documents
with
respect
to the
rights
and
obligations
of
the
Company,
the
Purchaser,
or
any
of
their
respective
Affiliates
hereunder
or
thereunder,
and
each
of
the
Company
and
the
Purchaser expressly
disclaims
that
it
is
owed
any
duties
or
is
entitled
to
any
remedies
not
expressly
set
forth
in
this
Agreement
or
in
the
other
Transaction
Documents.
This Agreement
supersedes
all
prior
agreements
and
understandings
between
the
parties
with
respect
to
the
subject
matter
hereof.
17
Section
3.13
Amendment
.
This
Agreement
may
be
amended
only
by
means
of
a
written
amendment
signed
by
the
Company
and
the
Holders
of
a majority
of
the
then
outstanding
Registrable
Securities;
provided
,
however
,
that
no
such
amendment
shall
adversely
affect
the
rights
of
any
Holder
hereunder without
the
consent
of
such
Holder.
Any
amendment,
supplement
or
modification
of
or
to
any
provision
of
this
Agreement,
any
waiver
of
any
provision
of
this Agreement,
and
any
consent
to
any
departure
by
the
Company
or
any
Purchaser
from
the
terms
of
any
provision
of
this
Agreement
shall
be
effective
only
in
the specific
instance
and
for
the
specific
purpose
for
which
such
amendment,
supplement,
modification,
waiver
or
consent
has
been
made
or
given.
Section
3.14
No
Presumption
.
This
Agreement
has
been
reviewed
and
negotiated
by
sophisticated
parties
with
access
to
legal
counsel
and
shall
not
be construed
against
the
drafter.
Section
3.15
Obligations
Limited
to
Parties
to
Agreement
.
Each
of
the
parties
hereto
covenants,
agrees
and
acknowledges
that,
other
than
as
set
forth herein,
no
Person
other
than
the
Purchaser,
the
Selling
Holders,
their
respective
permitted
assignees
and
the
Company
shall
have
any
obligation
hereunder
and
that, notwithstanding
that
one
or
more
of
such
Persons
may
be
a
corporation,
partnership
or
limited
liability
company,
no
recourse
under
this
Agreement
or
under
any documents
or
instruments
delivered
in
connection
herewith
shall
be
had
against
any
former,
current
or
future
director,
officer,
employee,
agent,
general
or
limited partner,
manager,
member,
stockholder
or
Affiliate
of
any
of
such
Persons
or
their
respective
permitted
assignees,
or
any
former,
current
or
future
director,
officer, employee,
agent,
general
or
limited
partner,
manager,
member,
stockholder
or
Affiliate
of
any
of
the
foregoing,
whether
by
the
enforcement
of
any
assessment
or by
any
legal
or
equitable
proceeding,
or
by
virtue
of
any
applicable
law,
it
being
expressly
agreed
and
acknowledged
that
no
personal
liability
whatsoever
shall attach
to,
be
imposed
on
or
otherwise
be
incurred
by
any
former,
current
or
future
director,
officer,
employee,
agent,
general
or
limited
partner,
manager,
member, stockholder
or
Affiliate
of
any
of
such
Persons
or
any
of
their
respective
assignees,
or
any
former,
current
or
future
director,
officer,
employee,
agent,
general
or limited
partner,
manager,
member,
stockholder
or
Affiliate
of
any
of
the
foregoing,
as
such,
for
any
obligations
of
such
Persons
or
their
respective
permitted assignees
under
this
Agreement
or
any
documents
or
instruments
delivered
in
connection
herewith
or
for
any
claim
based
on,
in
respect
of
or
by
reason
of
such obligation
or
its
creation,
except,
in
each
case,
for
any
assignee
of
any
Purchaser
or
a
Selling
Holder
hereunder.
Section
3.16
Interpretation
.
Article,
Section,
and
Schedule
references
herein
refer
to
articles
and
sections
of,
or
schedules
to,
this
Agreement,
unless otherwise
specified.
All
references
to
instruments,
documents,
contracts,
and
agreements
are
references
to
such
instruments,
documents,
contracts,
and
agreements as
the
same
may
be
amended,
supplemented,
and
otherwise
modified
from
time
to
time,
unless
otherwise
specified.
The
word
"including"
shall
mean
"including but
not
limited
to."
Any
reference
in
this
Agreement
to
$
shall
mean
U.S.
dollars.
When
calculating
the
period
of
time
before
which,
within
which
or
following which
any
act
is
to
be
done
or
step
taken
pursuant
to
this
Agreement,
the
date
that
is
the
reference
date
in
calculating
such
period
shall
be
excluded.
If
the
last
day of
such
period
is
a
non-Business
Day,
the
period
in
question
shall
end
on
the
next
succeeding
Business
Day.
Any
words
imparting
the
singular
number
only
shall include
the
plural
and
vice
versa.
Words
such
as
"herein,"
hereinafter,"
"hereof"
and
"hereunder"
refer
to
this
Agreement
as
a
whole
and
not
merely
to
a subdivision
of
this
Agreement
in
which
such
words
appear,
unless
the
context
otherwise
requires.
Whenever
any
determination,
consent,
or
approval
is
to
be
made or
given
by
a
Purchaser
under
this
Agreement,
such
action
shall
be
in
such
Purchaser's
sole
discretion
unless
otherwise
specified.
[
Signature
page
follows.
]
18
IN
WITNESS
WHEREOF,
the
parties
have
executed
this
Agreement
as
of
the
date
first
written
above.
COMPANY
ENLINK
MIDSTREAM,
LLC
By: EnLink
Midstream
Manager,
LLC,
its
managing
member
By:
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
[Signature
Page
to
Amended
and
Restated
Registration
Rights
Agreement
(ENLC)]
PURCHASER
ENFIELD
HOLDINGS,
L.P.
By: Enfield
Holdings,
Inc.,
its
general
partner
By:
Name:
Title:
[Signature
Page
to
Amended
and
Restated
Registration
Rights
Agreement
(ENLC)]
ACKNOWLEDGED
AND
AGREED:
PARTNERSHIP
ENLINK
MIDSTREAM
PARTNERS,
LP
By: EnLink
Midstream
GP,
LLC,
its
general
partner
By:
Name:
Michael
J.
Garberding
Title:
Executive
Vice
President
and
Chief
Financial
Officer
[Signature
Page
to
Amended
and
Restated
Registration
Rights
Agreement
(ENLC)]
(See
attached.)
Exhibit
D
Form
of
Amended
Board
Representation
Agreement
AMENDED
AND
RESTATED
BOARD
REPRESENTATION
AGREEMENT
This
AMENDED
AND
RESTATED
BOARD
REPRESENTATION
AGREEMENT
(this
"
Agreement
"),
dated
as
of
[
·
],
is
entered
into
by
and
among EnLink
Midstream,
LLC,
a
Delaware
limited
liability
company
(the
"
Company
"),
EnLink
Midstream
Manager,
LLC,
a
Delaware
limited
liability
company
and the
managing
member
of
the
Company
(the
"
Managing
Member
"),
GIP
III
Stetson
I,
L.P.,
a
Delaware
limited
partnership
and
the
sole
member
of
the
Managing Member
("
GIP
Stetson
I
"
and,
together
with
the
Company
and
the
Managing
Member,
the
"
EnLink
Entities
"),
and
TPG
VII
Management,
LLC,
a
Delaware limited
liability
company
(the
"
Investor
").
Capitalized
terms
used
but
not
defined
herein
are
used
as
defined
in
the
Second
Amended
and
Restated
Operating Agreement
of
the
Company,
dated
as
of
the
date
hereof
(as
it
may
be
amended
from
time
to
time,
the
"
Company
Operating
Agreement
").
RECITALS
:
A.
On
January
7,
2016,
EnLink
Midstream
Partners,
LP,
a
Delaware
limited
partnership
(the
"
Partnership
"),
EnLink
Midstream
GP,
LLC,
a Delaware
limited
liability
company
and
the
general
partner
of
the
Partnership
(the
"
General
Partner
"),
EnLink
Midstream,
Inc.,
a
Delaware
corporation, and
Investor
entered
into
that
certain
Board
Representation
Agreement
(the
"
Prior
Board
Representation
Agreement
").
B.
On
October
21,
2018,
Enfield
Holdings,
L.P.,
a
Delaware
limited
partnership
("
Enfield
"),
the
Investor,
the
Company,
the
Managing
Member,
the Partnership,
and
the
General
Partner,
entered
into
that
certain
Preferred
Restructuring
Agreement
(the
"
Restructuring
Agreement
"),
pursuant
to
which
the parties
thereto
agreed
to,
among
other
things,
amend
and
restate
the
Prior
Board
Representation
Agreement
in
its
entirety
pursuant
to
this
Agreement.
C.
The
Board
of
Directors
of
the
Managing
Member
has
determined
that
entering
into
and
executing
this
Agreement
is
in
the
best
interest
of
the respective
EnLink
Entities.
AGREEMENT
:
NOW,
THEREFORE
,
in
consideration
of
the
mutual
covenants
and
agreements
set
forth
herein
and
for
good
and
valuable
consideration,
the
receipt
and sufficiency
of
which
is
hereby
acknowledged,
the
parties
hereby
agree
as
follows:
Section
1.
Board
Representation
.
(a)
Each
of
the
EnLink
Entities
shall
take
all
actions
necessary
or
advisable
to
cause
one
director
serving
on
the
board
of
directors
or
other
applicable governing
body
of
the
Company
(or
board
of
directors
or
other
applicable
governing
body
of
the
managing
member
of
the
Company,
which
as
of
the
date of
this
Agreement
is
the
Managing
Member)
(such
governing
body,
the
"
Board
")
to
be
designated
by
the
Investor,
in
its
sole
discretion
(the
"
Investor Designated
Director
"),
at
all
times
from
the
date
of
this
Agreement
until
the
occurrence
of
a
Designation
Right
Termination
Event
(as
defined
below),
at which
time
the
right
of
the
Investor
under
this
Agreement
to
designate
a
member
of
the
Board
shall
terminate;
provided,
however
,
that
such
Investor Designated
Director
shall
have
the
requisite
skill
and
experience
to
serve
as
a
director
of
a
public
company
and
such
Investor
Designated
Director
shall
not be
prohibited
from
serving
as
a
director
of
the
Managing
Member
pursuant
to
any
rule
or
regulation
of
the
Commission
or
the
New
York
Stock
Exchange (the
"
NYSE
").
Prior
to
a
Designation
Right
Termination
Event,
any
Investor
Designated
Director
may
be
removed
by
the
Investor
at
any
time,
with
or without
"cause"
(as
defined
below),
and
by
a
majority
of
the
other
director(s)
then
serving
on
the
Board
only
for
"cause"
(as
defined
below),
but
not
by
any other
party,
and
any
vacancy
in
such
position
shall
be
filled
solely
by
the
Investor.
As
used
herein,
"cause"
means
that
the
Investor
Designated
Director (i)
is
prohibited
from
serving
as
a
director
of
the
Managing
Member
under
any
rule
or
regulation
of
the
Commission
or
the
NYSE,
(ii)
has
been
convicted of
a
felony
or
misdemeanor
involving
moral
turpitude,
(iii)
has
engaged
in
acts
or
omissions
against
the
Company
constituting
dishonesty,
breach
of
fiduciary
obligation,
or
intentional wrongdoing
or
misfeasance,
or
(iv)
has
acted
intentionally
or
in
bad
faith
in
a
manner
that
results
in
a
material
detriment
to
the
assets,
business,
or
prospects of
the
Company
and
its
direct
or
indirect
subsidiaries.
Any
action
by
the
Investor
to
designate,
remove,
or
replace
an
Investor
Designated
Director
shall
be evidenced
in
writing
furnished
to
the
Managing
Member,
shall
include
a
statement
that
the
action
has
been
approved
by
all
requisite
partnership
action
of the
Investor,
and
shall
be
executed
by
or
on
behalf
of
the
Investor.
None
of
the
EnLink
Entities
shall
take
any
action
which
would,
or
would
be
reasonably likely
to,
lessen,
restrict,
prevent,
or
otherwise
have
an
adverse
effect
upon
the
foregoing
rights
of
the
Investor
to
designate
an
Investor
Designated Director.
The
EnLink
Entities
shall
not
permit
the
replacement
of
the
Managing
Member
as
the
managing
member
of
the
Company
unless
such
new managing
member
first
agrees
in
writing
to
be
bound
by
the
provisions
of
this
Agreement
as
an
"EnLink
Entity".
The
Investor
agrees
upon
the
Company's request
to,
and
to
use
its
commercially
reasonable
efforts
to
cause
the
Investor
Designated
Director
to,
timely
provide
the
Company
with
accurate
and complete
information
relating
to
the
Investor
Designated
Director
as
may
be
required
to
be
disclosed
by
the
Company
under
the
Securities
Exchange
Act
of 1934,
as
amended
(the
"
Exchange
Act
"),
and
the
rules
and
regulations
promulgated
thereunder.
The
Investor
further
agrees
to
use
its
commercially reasonable
efforts
to
cause
the
Investor
Designated
Director
to
comply
with
any
applicable
Section
16
filing
obligations
under
the
Exchange
Act. Commencing
as
of
the
date
hereof,
the
Investor
Designated
Director
is
Christopher
Ortega.
(b)
If
the
Company
and
its
subsidiaries
plan
to
engage
in
any
material
transaction
between
the
Company
and
its
subsidiaries,
on
the
one
hand,
and Global
Infrastructure
GP
III,
L.P.
and
its
related
funds
(collectively,
"
GIP
")
or
any
of
GIP's
subsidiaries
(other
than
the
Company
and
its
subsidiaries),
on the
other
hand,
at
any
time
when
GIP
and
its
subsidiaries
(other
than
the
Company
and
its
subsidiaries)
collectively
own
less
than
[
·
]
(1)
%
of
the outstanding
limited
liability
company
interests
in
the
Company,
and
consideration
of
such
transaction
is
referred
to
the
Conflicts
Committee
of
the
Board (the
"
Conflicts
Committee
"),
then
any
written
materials
prepared
by
or
for
the
Conflicts
Committee
will
be
made
available
on
a
confidential
basis
to
the Investor
Designated
Director.
(c)
After
the
date
hereof,
GIP
Stetson
I
and
the
Managing
Member
shall
not
amend,
and
shall
not
permit
the
amendment
of,
the
limited
liability company
agreement
of
the
Managing
Member
in
any
manner
that
would,
or
would
be
reasonably
likely
to,
have
an
adverse
effect
on
the
board representation
rights
granted
to
the
Investor
under
this
Agreement;
provided,
however
,
that
any
increase
or
reduction
in
the
size
of
the
Board
shall
be deemed
not
to
have
any
such
adverse
effect.
(d)
Upon
the
occurrence
of
a
Designation
Right
Termination
Event,
the
right
of
the
Investor
to
designate
an
Investor
Designated
Director
shall terminate
and
the
Investor
Designated
Director
then
serving
on
the
Board,
promptly
upon
(and
in
any
event
within
two
Business
Days
following)
receipt
of a
request
from
a
majority
of
the
other
directors
then
serving
on
the
Board
or
GIP
III
Stetson
I,
as
the
sole
member
of
the
Managing
Member,
shall
resign
as a
member
of
the
Board.
If
the
Investor
Designated
Director
does
not
resign
upon
such
request,
then
a
majority
of
the
other
directors
then
serving
on
the Board
or
GIP
III
Stetson
I,
as
the
sole
member
of
the
Managing
Member,
may
remove
the
Investor
Designated
Director
as
a
member
of
the
Board.
At
all times
while
an
Investor
Designated
Director
is
serving
as
a
member
of
the
Board,
and
following
any
such
Investor
Designated
Director's
resignation, removal
or
other
cessation
as
a
director
of
the
Board,
each
Investor
Designated
Director
shall
be
entitled
to
all
rights
to
indemnification
and
exculpation
(1) This
percentage
will
equal
20%
divided
by
the
exchange
ratio
in
the
Merger
Agreement.
2
as
are
then
made
available
to
any
other
member
(or
former
member,
as
applicable)
of
the
Board
by
the
EnLink
Entities.
(e)
The
EnLink
Entities
shall
purchase
and
maintain
(or
reimburse
the
Investor
Designated
Director
for
the
cost
of)
insurance
("
D&O
Insurance
"), on
behalf
of
the
Investor
Designated
Director,
against
any
liability
that
may
be
asserted
against,
or
expense
that
may
be
incurred
by,
such
Investor Designated
Director
in
connection
with
the
EnLink
Entities'
activities
or
such
Investor
Designated
Director's
activities
on
behalf
of
the
EnLink
Entities, regardless
of
whether
the
EnLink
Entities
would
have
the
power
to
indemnify
such
Investor
Designated
Director
against
such
liability
under
the
provisions of
the
Company
Operating
Agreement
or
the
Second
Amended
and
Restated
Limited
Liability
Company
Agreement
of
the
Managing
Member
(as
it
may
be amended
from
time
to
time).
Such
D&O
Insurance
shall
provide
coverage
commensurate
with
that
provided
to
independent
members
of
the
Board
and
each Investor
Designated
Director
shall
be
entitled
to
all
rights
to
insurance
as
are
then
made
available
to
any
other
member
(or
former
member,
as
applicable) of
the
Board
by
the
EnLink
Entities.
(f)
For
the
purposes
of
this
Agreement,
a
"
Designation
Right
Termination
Event
"
shall
occur
on
the
earliest
to
occur
of
(i)
Enfield
and
its
Affiliates holding
a
number
of
ENLK
Series
B
Preferred
Units
and
Common
Units
issued
upon
the
exchange
of
ENLK
Series
B
Preferred
Units
pursuant
to
the Company
Operating
Agreement
("
Company
Exchange
Units
")
that
is
less
than
25%
of
the
number
of
ENLK
Series
B
Preferred
Units
initially
issued
to Enfield
pursuant
to
the
Convertible
Preferred
Unit
Purchase
Agreement,
dated
as
of
December
6,
2015,
between
the
Partnership
and
Enfield,
(ii)
such
time as
the
sum
of
(A)
the
number
of
Common
Units
into
which
the
ENLK
Series
B
Preferred
Units
collectively
held
by
the
Enfield
and
its
Affiliates
are exchangeable
pursuant
to
the
Company
Operating
Agreement
and
(B)
the
aggregate
number
of
Company
Exchange
Units
which
are
then
collectively
held by
Enfield
and
its
Affiliates
represent
less
than
[
·
]%
(2)
of
the
Common
Units
then
outstanding,
and
(iii)
Enfield
ceasing
to
be
an
Affiliate
of
TPG Capital,
L.P.
("
TPG
").
For
purposes
of
this
Section
1(f)
,
each
of
the
limited
partners
of
Enfield
as
of
the
date
hereof
and
each
of
their
respective
Affiliates will
be
deemed
to
be
Affiliates
of
Enfield.
For
so
long
as
Enfield
has
the
right
to
appoint
an
Investor
Designated
Director
pursuant
to
this
Section
1
,
the Managing
Member
shall
invite
the
Investor
Designated
Director
to
attend
all
meetings
of
each
committee
of
the
Board
(other
than
the
Audit
Committee,
the Conflicts
Committee,
the
Governance
and
Compensation
Committee,
any
pricing
committee
established
for
an
offering
of
securities
by
the
Company,
and any
committee
established
to
deal
with
conflicts
with
Enfield
or
its
Affiliates)
in
a
nonvoting
observer
capacity
and,
in
this
respect,
shall
give
the
Investor Designated
Director
copies
of
all
notices,
minutes,
consents,
and
other
materials
that
it
provides
to
such
committee
members.
(g)
The
option
and
right
to
appoint
an
Investor
Designated
Director
granted
to
the
Investor
by
the
Company
under
this
Section
1
may
not
be transferred
or
assigned
by
the
Investor;
provided,
however
,
that
the
Investor
may
assign
all
(but
not
less
than
all)
of
its
rights
under
Section
1
to
any Affiliate
of
TPG
without
the
prior
written
consent
of
the
Company.
Any
such
permitted
assignee,
upon
and
after
such
assignment,
shall
be
considered
the Investor
for
all
such
applicable
purposes
under
this
Agreement.
Section
2.
Amendment
and
Restatement
.
The
parties
hereto
acknowledge
and
agree
that
this
Agreement
amends
and
restates
in
its
entirety
the
Prior
Board Representation
Agreement,
which,
as
of
the
date
hereof,
shall
be
of
no
further
force
or
effect.
(2) This
percentage
will
equal
7.5%
divided
by
the
exchange
ratio
in
the
Merger
Agreement.
3
Section
3.
Miscellaneous.
(a)
Notwithstanding
anything
herein
to
the
contrary,
all
measurements
and
references
related
to
Common
Unit,
Series
B
Preferred
Unit,
or
Company Exchange
Unit
numbers
herein
shall
be,
in
each
instance,
appropriately
adjusted
for
unit
splits,
unit
re-combinations,
unit
distributions,
and
the
like.
(b)
This
Agreement,
the
Restructuring
Agreement,
and
the
Company
Operating
Agreement
(collectively,
the
"
Transaction
Documents
")
are intended
by
the
parties
as
a
final
expression
of
their
agreement
and
are
intended
to
be
a
complete
and
exclusive
statement
of
the
agreement
and understanding
of
the
parties
hereto,
in
respect
of
the
subject
matter
contained
herein
and
therein.
There
are
no,
and
neither
the
Company
nor
the
Investor has
relied
upon,
restrictions,
promises,
warranties,
or
undertakings,
other
than
those
set
forth
or
referred
to
herein
or
in
the
other
Transaction
Documents with
respect
to
the
rights
and
obligations
of
the
Company,
the
Investor,
or
any
of
their
respective
Affiliates
hereunder
or
thereunder,
and
each
of
the Company
and
the
Investor
expressly
disclaims
that
it
is
owed
any
duties
or
is
entitled
to
any
remedies
not
expressly
set
forth
in
this
Agreement
or
in
the other
Transaction
Documents.
This
Agreement
supersedes
all
prior
and
contemporaneous
agreements
and
understandings
between
the
parties
with
respect to
the
subject
matter
hereof.
(c)
All
notices
and
demands
provided
for
hereunder
shall
be
in
writing
and
shall
be
given
by
registered
or
certified
mail,
return
receipt
requested, telecopy,
air
courier
guaranteeing
overnight
delivery,
or
personal
delivery
to
the
following
addresses:
if
to
the
Investor:
TPG
VII
Management,
LLC
301
Commerce
Street
Suite
3300
Fort
Worth,
TX
76102
Attention:
General
Counsel
Facsimile:
(817)
871-4010
with
a
copy,
which
shall
not
constitute
notice,
to:
Vinson
&
Elkins
LLP
1001
Fannin
Street
Suite
2500
Houston,
Texas
77002
Attention:
David
Oelman
Facsimile:
(713)
615-5861
if
to
the
Managing
Member
or
the
Company:
c/o
EnLink
Midstream
Manager,
LLC
1722
Routh
Street,
Suite
1300
Dallas,
Texas
75201
Attention:
General
Counsel
Facsimile:
(214)
721-9299
with
a
copy,
which
shall
not
constitute
notice,
to:
Baker
Botts
L.L.P.
2001
Ross
Avenue
Dallas,
Texas
75201-2980
Attention:
Preston
Bernhisel
Facsimile:
(214)
661-4783
4
if
to
GIP
III
Stetson
I:
c/o
Global
Infrastructure
Management,
LLC
1345
Avenue
of
the
Americas
New
York,
NY
10105
Attention:
Associate
General
Counsel
Facsimile:
(877)
601-6879
with
a
copy,
which
shall
not
constitute
notice,
to:
Latham
&
Watkins
LLP
811
Main
Street,
Suite
3700
Houston,
Texas
77019
Attention:
William
N.
Finnegan
IV
Debbie
P.
Yee
Facsimile:
(713)
546-5401
or
to
such
other
address
as
the
Investor,
the
Company,
GIP
III
Stetson
I,
or
the
Managing
Member
may
designate
to
each
other
in
writing
from
time
to
time. All
notices
and
communications
shall
be
deemed
to
have
been
duly
given:
(i)
at
the
time
delivered
by
hand,
if
personally
delivered,
(ii)
upon
actual
receipt if
sent
by
certified
or
registered
mail,
return
receipt
requested,
or
regular
mail,
if
mailed,
(iii)
upon
actual
receipt
of
the
facsimile
copy,
if
sent
via
facsimile, and
(iv)
upon
actual
receipt
when
delivered
to
an
air
courier
guaranteeing
overnight
delivery.
(d)
Section
and
Exhibit
references
herein
refer
to
sections
of,
or
exhibits
to,
this
Agreement,
unless
otherwise
specified.
All
Exhibits
to
this Agreement
are
hereby
incorporated
and
made
a
part
hereof
as
if
set
forth
in
full
herein
and
are
an
integral
part
of
this
Agreement.
All
references
to instruments,
documents,
contracts,
and
agreements
are
references
to
such
instruments,
documents,
contracts,
and
agreements
as
the
same
may
be
amended, supplemented,
and
otherwise
modified
from
time
to
time,
unless
otherwise
specified.
The
word
"including"
shall
mean
"including
but
not
limited
to." Whenever
any
party
has
an
obligation
under
this
Agreement,
the
expense
of
complying
with
that
obligation
shall
be
an
expense
of
such
party
unless otherwise
specified.
Whenever
any
determination,
consent,
or
approval
is
to
be
made
or
given
by
the
Investor
under
this
Agreement,
such
action
shall
be
in such
Investor's
sole
discretion,
unless
otherwise
specified
in
this
Agreement.
Any
reference
in
this
Agreement
to
$
shall
mean
U.S.
dollars.
If
any
provision in
this
Agreement
is
held
to
be
illegal,
invalid,
not
binding,
or
unenforceable,
such
provision
shall
be
fully
severable
and
this
Agreement
shall
be
construed and
enforced
as
if
such
illegal,
invalid,
not
binding,
or
unenforceable
provision
had
never
comprised
a
part
hereof,
and
the
remaining
provisions
shall remain
in
full
force
and
effect,
and
shall
be
construed
so
as
to
effect
the
original
intent
of
the
parties
as
closely
as
possible.
When
calculating
the
period
of time
before
which,
within
which
or
following
which
any
act
is
to
be
done
or
step
taken
pursuant
to
this
Agreement,
the
date
that
is
the
reference
date
in calculating
such
period
shall
be
excluded.
If
the
last
day
of
such
period
is
a
non-Business
Day,
the
period
in
question
shall
end
on
the
next
succeeding Business
Day.
Any
words
imparting
the
singular
number
only
shall
include
the
plural
and
vice
versa.
Words
such
as
"herein,"
hereinafter,"
"hereof,"
and "hereunder"
refer
to
this
Agreement
as
a
whole
and
not
merely
to
a
subdivision
of
this
Agreement
in
which
such
words
appear,
unless
the
context
otherwise requires.
Section
headings
in
this
Agreement
are
for
convenience
of
reference
only
and
shall
not
affect
or
be
utilized
in
construing
or
interpreting
this Agreement.
(e)
This
Agreement
and
all
claims
or
causes
of
action
(whether
in
contract
or
tort)
that
may
be
based
upon,
arise
out
of
or
relate
to
this
Agreement
or the
negotiation,
execution,
termination,
performance,
or
nonperformance
of
this
Agreement
(including
any
claim
or
cause
of
action
based
upon,
arising
out of
or
related
to
any
representation
or
warranty
made
in
or
in
connection
with
5
this
Agreement
or
as
an
inducement
to
enter
into
this
Agreement)
will
be
construed
in
accordance
with
and
governed
by
the
laws
of
the
State
of
Delaware without
regard
to
principles
of
conflicts
of
laws
that
might
otherwise
require
the
application
of
the
laws
of
any
other
jurisdiction.
(f)
Any
action
against
any
party
relating
to
the
foregoing
shall
be
brought
in
any
federal
or
state
court
of
competent
jurisdiction
located
within
the State
of
Delaware,
and
the
parties
hereto
hereby
irrevocably
submit
to
the
non-exclusive
jurisdiction
of
any
federal
or
state
court
located
within
the
State
of Delaware
over
any
such
action.
The
parties
hereby
irrevocably
waive,
to
the
fullest
extent
permitted
by
applicable
Law,
any
objection
which
they
may
now or
hereafter
have
to
the
laying
of
venue
of
any
such
dispute
brought
in
such
court
or
any
defense
of
inconvenient
forum
for
the
maintenance
of
such dispute.
Each
of
the
parties
hereto
agrees
that
a
judgment
in
any
such
dispute
may
be
enforced
in
other
jurisdictions
by
suit
on
the
judgment
or
in
any
other manner
provided
by
Law.
(g)
Each
party
to
this
Agreement
irrevocably
waives
the
right
to
a
trial
by
jury
in
connection
with
any
matter
arising
out
of
this
Agreement
to
the fullest
extent
permitted
by
applicable
law.
(h)
No
failure
or
delay
on
the
part
of
any
party
in
exercising
any
right,
power,
or
remedy
hereunder
shall
operate
as
a
waiver
thereof,
nor
shall
any single
or
partial
exercise
of
any
such
right,
power,
or
remedy
preclude
any
other
or
further
exercise
thereof
or
the
exercise
of
any
other
right,
power,
or remedy.
The
remedies
provided
for
herein
are
cumulative
and
are
not
exclusive
of
any
remedies
that
may
be
available
to
a
party
at
law
or
in
equity
or otherwise.
(i)
Except
as
otherwise
provided
herein,
no
amendment,
waiver,
consent,
modification,
or
termination
of
any
provision
of
this
Agreement
shall
be effective
unless
signed
by
each
of
the
parties
hereto.
Any
amendment,
supplement,
or
modification
of
or
to
any
provision
of
this
Agreement,
any
waiver
of any
provision
of
this
Agreement,
and
any
consent
to
any
departure
by
the
Company
or
the
Investor
from
the
terms
of
any
provision
of
this
Agreement
shall be
effective
only
in
the
specific
instance
and
for
the
specific
purpose
for
which
such
amendment,
supplement,
modification,
waiver,
or
consent
has
been made
or
given.
Except
where
notice
is
specifically
required
by
this
Agreement,
no
notice
to
or
demand
on
any
EnLink
Entity
in
any
case
shall
entitle
such EnLink
Entity
to
any
other
or
further
notice
or
demand
in
similar
or
other
circumstances.
Any
investigation
by
or
on
behalf
of
any
party
shall
not
be deemed
to
constitute
a
waiver
by
the
party
taking
such
action
of
compliance
with
any
representation,
warranty,
covenant,
or
agreement
contained
herein.
(j)
This
Agreement
may
be
executed
in
any
number
of
counterparts,
each
of
which
counterparts,
when
so
executed
and
delivered,
shall
be
deemed
to be
an
original
and
all
of
which
counterparts,
taken
together,
shall
constitute
but
one
and
the
same
agreement.
(k)
This
Agreement
shall
be
binding
upon
and
inure
to
the
benefit
of
the
parties
hereto,
their
respective
successors,
and
permitted
assigns,
and,
solely with
respect
to
Section
1(e)
,
each
Investor
Designated
Director.
Except
as
expressly
provided
in
this
Agreement,
this
Agreement
shall
not
be
construed
so as
to
confer
any
right
or
benefit
upon
any
Person
other
than
the
parties
to
this
Agreement
and
their
respective
successors
and
permitted
assigns.
Except
as expressly
provided
in
Section
1(g)
,
neither
this
Agreement
nor
any
of
the
rights,
benefits
or
obligations
hereunder
may
be
assigned
or
transferred,
by operation
of
law
or
otherwise,
by
any
party
hereto
without
the
prior
written
consent
of
the
other
party.
(l)
Each
of
the
parties
acknowledges
that
it
has
been
represented
by
independent
counsel
of
its
choice
throughout
all
negotiations
that
have
preceded the
execution
of
this
Agreement
and
that
it
has
executed
the
same
with
consent
and
upon
the
advice
of
said
independent
counsel.
Each
party
and
its
counsel cooperated
in
the
drafting
and
preparation
of
this
Agreement
and
the
documents
referred
to
herein,
and
any
and
all
drafts
relating
thereto
will
be
deemed the
work
6
product
of
the
parties
and
may
not
be
construed
against
any
party
by
reason
of
its
preparation.
Accordingly,
any
rule
of
law
or
any
legal
decision
that
would require
interpretation
of
any
ambiguities
in
this
Agreement
against
the
party
that
drafted
it
is
of
no
application
and
is
hereby
expressly
waived.
(m)
Each
party
hereto
acknowledge
that
each
party
would
not
have
an
adequate
remedy
at
law
for
money
damages
in
the
event
that
this
Agreement has
not
been
performed
in
accordance
with
its
terms,
and
therefore
agrees
that
each
other
party
shall
be
entitled
to
seek
specific
enforcement
of
the
terms hereof
in
addition
to
any
other
remedy
to
which
it
may
be
entitled,
at
law
or
in
equity.
(n)
Each
of
the
parties
hereto
agrees
that,
from
time
to
time
and
without
further
consideration,
it
shall
execute
such
further
instruments
and
take
such other
actions
as
any
other
party
hereto
shall
reasonably
request
in
order
to
fulfill
its
obligations
under
this
Agreement
and
to
effectuate
the
purposes
of
this Agreement.
(o)
For
the
avoidance
of
doubt,
each
Investor
Designated
Director
shall
be
entitled
to
and
may
have
business
interests
and
engage
in
business activities
in
addition
to
those
relating
to
the
EnLink
Entities,
including
business
interests
and
activities
in
direct
competition
with
the
EnLink
Entities.
None of
the
EnLink
Entities
shall
have
any
rights
by
virtue
of
this
Agreement
in
any
business
ventures
of
any
Investor
Designated
Director.
[Signature
page
follows]
7
IN
WITNESS
WHEREOF,
the
parties
hereto
have
executed
this
Agreement,
effective
as
of
the
date
first
above
written.
ENLINK
ENTITIES
ENLINK
MIDSTREAM,
LLC
By:
EnLink
Midstream
Manager,
LLC,
its
managing
member
By:
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
ENLINK
MIDSTREAM
MANAGER,
LLC
By:
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
GIP
III
STETSON
I,
L.P.
By:
GIP
Stetson
GP,
LLC,
its
general
partner
By:
Name:
William
Brilliant
Title:
Manager
[Signature
Page
to
Amended
and
Restated
Board
Representation
Agreement]
Investor
TPG
VII
MANAGEMENT,
LLC
By:
Name:
Title:
[Signature
Page
to
Amended
and
Restated
Board
Representation
Agreement]
Exhibit
E
Form
of
Amended
Board
Information
Letter
Agreement
(See
attached.)
[
·
],
2019
WSEP
Egypt
Holdings,
LP
WSIP
Egypt
Holdings,
LP
c/o
Goldman,
Sachs
&
Co.
200
West
Street
New
York,
NY
10282-2198
Dear
Sirs:
Reference
is
made
to
(i)
that
certain
letter
agreement,
dated
as
of
January
6,
2016
(the
"
Prior
Letter
Agreement
"),
among
EnLink
Midstream
Partners,
LP,
a Delaware
limited
partnership
(the
"
Partnership
"),
EnLink
Midstream
GP,
LLC,
a
Delaware
limited
liability
company
and
the
general
partner
of
the
Partnership (the
"
General
Partner
"),
EnLink
Midstream,
Inc.,
a
Delaware
corporation,
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
WSEP
Egypt
Holdings,
the
"
Investors
"),
and (ii)
the
Preferred
Restructuring
Agreement,
dated
as
of
October
21,
2018
(the
"
Preferred
Restructuring
Agreement
"),
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
" Managing
Member
"
and,
together
with
Parent,
the
"
EnLink
Entities
"),
the
Partnership,
the
General
Partner,
Enfield
Holdings,
L.P.,
a
Delaware
limited partnership
("
Enfield
"),
TPG
VII
Management,
LLC,
a
Delaware
limited
liability
company,
and
the
Investors.
Capitalized
terms
used
but
not
defined
herein
are used
as
defined
in
the
Preferred
Restructuring
Agreement.
This
letter
agreement
(this
"
Amended
Letter
Agreement
")
(a)
is
entered
into
by
and
among
the
EnLink
Entities
and
the
Investors
to
amend
and
restate
the Prior
Letter
Agreement
(which,
as
of
the
date
hereof,
shall
be
of
no
further
force
or
effect),
and
(b)
will
confirm
our
agreement
that,
in
connection
with
(i)
your ownership
interest
in
Enfield
and
(ii)
through
your
ownership
interest
in
Enfield,
your
beneficial
ownership
interest
in
the
Series
B
Preferred
Units
of
the Partnership
and
the
Class
C
Common
Units
of
Parent,
subject
to
the
terms
and
conditions
of
this
Amended
Letter
Agreement,
the
Investors
will,
as
of
the
date hereof,
be
entitled
to
the
following
rights
relating
to
the
EnLink
Entities:
1. The
EnLink
Entities
shall
provide
the
Investors
with
copies
of
all
materials,
including
notices,
minutes,
and
consents,
distributed
to
the
members
of the
board
of
directors
or
other
applicable
governing
body
of
Parent
(or
board
of
directors
or
other
applicable
governing
body
of
the
managing member
of
Parent,
which
as
of
the
date
of
this
Amended
Letter
Agreement,
is
the
Managing
Member)
(such
governing
body,
the
"
Board
")
at
the same
time
as
such
materials
are
distributed
to
the
Board
or,
with
respect
to
materials
distributed
to
the
Board
for
the
first
time
during
a
meeting
of the
Board,
as
soon
as
reasonably
practicable
thereafter;
provided,
however
,
that
the
foregoing
shall
not
apply
to
materials
(a)
provided
only
to members
of
a
committee
of
the
Board
(in
their
capacities
as
such)
and
not
to
other
members
of
the
Board,
(b)
the
disclosure
of
which
would,
based on
the
advice
of
counsel,
jeopardize
any
privilege
available
to
the
Board
or
the
EnLink
Entities,
(c)
that
contain
confidential
information
relating
to GIP
III
Stetson
I,
L.P.
("
GIP
Stetson
I
"),
GIP
III
Stetson
II,
L.P.
("
GIP
Stetson
II
"
and,
together
with
GIP
Stetson
I,
the
"
GIP
Entities
"),
or
any of
their
respective
Affiliates
("
GIP
Information
");
provided,
however
,
that,
solely
for
the
purposes
of
this
clause
(c),
the
term
"Affiliate"
with respect
the
GIP
Entities
shall
not
include
the
Managing
Member,
Parent,
the
General
Partner,
the
Partnership
or
any
subsidiary
of
such
entities,
and the
exception
in
this
clause
(c)
shall
only
be
applicable
to
the
portion
of
the
materials
actually
containing
the
GIP
Information,
or
(d)
with
respect
to which
there
is,
based
on
the
advice
of
counsel,
a
conflict
of
interest
between
any
GIP
Entity
(or
any
of
such
GIP
Entity's
Affiliates)
or
any
EnLink Entity
(or
any
of
such
EnLink
Entity's
Affiliates),
on
the
one
hand,
and
Enfield
(or
any
of
its
Affiliates)
or
either
Investor
(or
any
of
such
Investor's Affiliates),
on
the
other
hand.
2. The
Managing
Member
acknowledges
that
Representatives
of
the
Investors
and
Representatives
of
the
Managing
Member
have
discussed
the possibility
of
providing
the
Investors
with
the
right
to
appoint
an
observer
to
the
Board.
The
Managing
Member
agrees
to
consider
whether
to
grant such
appointment
right
to
the
Investors
and,
if
the
Managing
Member
decides,
in
its
sole
discretion,
to
grant
such
appointment
right,
the
Managing Member
agrees
to
use
its
commercially
reasonable
efforts
to
undertake
actions
to
facilitate
such
appointment
as
promptly
as
reasonably
practicable after
it
makes
such
determination.
The
Investors
agree,
and
shall
cause
each
of
their
respective
Representatives
that
receives
any
materials
or
other
information
pursuant
to
this
Amended
Letter Agreement
(in
each
case,
the
"
Confidential
Information
")
to
agree,
to
hold
in
strict
confidence
the
Confidential
Information
and,
without
the
prior
written
consent of
the
Managing
Member,
to
not
(a)
disclose
to
any
third
party
any
such
Confidential
Information,
using
at
a
minimum
the
same
degree
and
care
to
avoid disclosure
of
such
Confidential
Information
as
used
with
respect
to
the
Investors'
or
such
Representatives'
own
confidential
information,
but
in
any
event
not
less than
a
reasonable
degree
of
care,
or
(b)
use
any
such
Confidential
Information
other
than
for
the
purpose
of
the
Investors'
investment
in
the
Partnership
and
Parent; provided,
however
,
that
the
restriction
on
disclosure
set
forth
in
clause
(a)
above
shall
not
apply
to
the
extent
that
(i)
either
Investor
or
any
of
its
Representatives (A)
is
required
to
disclose
such
Confidential
Information
pursuant
to
applicable
law,
rule
or
regulation,
judicial
order,
or
legal
process
("
Applicable
Law
"),
(B)
is requested
by
a
Governmental
Authority
to
disclose
such
Confidential
Information
(such
request,
a
"
Regulatory
Request
"),
or
(C)
discloses
such
Confidential Information
to
a
banking
regulator
with
jurisdiction
over
the
Investors
or
their
Affiliates
after
it
is
determined
by
counsel
to
be
advisable
in
light
of
ongoing
review or
oversight
by
such
regulator,
or
(ii)
such
Confidential
Information
otherwise
becomes
publicly
available,
except
where
such
public
availability
arises
out
of
the breach
by
an
Investor
or
any
of
its
Representatives
of
this
Amended
Letter
Agreement.
To
the
extent
either
Investor
or
any
of
its
Representatives
is
required
by Applicable
Law
or
pursuant
to
a
Regulatory
Request
to
disclose
such
Confidential
Information,
such
Investor
or
Representative
will,
to
the
extent
permitted pursuant
to
Applicable
Law,
provide
the
Managing
Member
with
prompt
notice
of
such
requirement,
will
use
reasonable
efforts
to
resist
such
required
disclosure, and
will
reasonably
cooperate
with
the
Managing
Member
in
obtaining
appropriate
protective
order(s)
or
other
remedies
for
such
required
disclosure
at
the Managing
Member's
sole
cost
and
expense.
The
foregoing
provisions
of
this
paragraph
(x)
shall
be
in
addition
to,
and
not
in
substitution
of,
any
other
separate
nondisclosure
or
confidentiality
agreements
or
obligations
of
the
parties
hereto
and
(y)
shall
survive
any
termination
of
this
Amended
Letter
Agreement.
This
Amended
Letter
Agreement
shall
terminate
on
the
earliest
to
occur
of
(i)
the
Investors
and
their
Affiliates,
directly
or
indirectly,
holding
a
number
of Series
B
Preferred
Units
and
Parent
Common
Units
issued
upon
the
exchange
of
Series
B
Preferred
Units
pursuant
to
the
Amended
Operating
Agreement
("
Parent Exchange
Units
")
that
is
less
than
25%
of
the
number
of
Series
B
Preferred
Units
initially
issued
to
Enfield
pursuant
to
the
Convertible
Preferred
Unit
Purchase Agreement,
dated
as
of
December
6,
2015,
between
the
Partnership
and
Enfield,
and
(ii)
such
time
as
the
sum
of
(A)
the
number
of
Parent
Common
Units
into which
the
Series
B
Preferred
Units
collectively
held
by
the
Investors
and
their
Affiliates,
directly
or
indirectly,
are
exchangeable
pursuant
to
the
Parent
Operating Agreement
and
(B)
the
aggregate
number
of
Parent
Exchange
Units
which
are
then
collectively
held
by
the
Investors
and
their
Affiliates,
directly
or
indirectly, represent
less
than
[
·
]
(1)
%
of
the
Common
Units
then
outstanding.
Notwithstanding
anything
herein
to
the
contrary,
all
measurements
and
references
related
to
Parent
Common
Unit,
Series
B
Preferred
Unit,
or
Parent Exchange
Unit
numbers
herein
shall
be,
in
each
instance,
appropriately
adjusted
for
unit
splits,
unit
re-combinations,
unit
distributions,
and
the
like.
(1) This
percentage
will
equal
7.5%
divided
by
the
exchange
ratio
in
the
Merger
Agreement.
2
This
Amended
Letter
Agreement
and
all
claims
or
causes
of
action
(whether
in
contract
or
tort)
that
may
be
based
upon,
arise
out
of,
or
relate
to
this
Amended Letter
Agreement
or
the
negotiation,
execution,
termination,
performance,
or
nonperformance
of
this
Amended
Letter
Agreement
will
be
construed
in
accordance with
and
governed
by
the
laws
of
the
State
of
Delaware
without
regard
to
principles
of
conflicts
of
laws
that
might
otherwise
require
the
application
of
the
laws
of any
other
jurisdiction.
This
Amended
Letter
Agreement
shall
be
binding
upon
and
inure
to
the
benefit
of
the
parties
hereto,
their
respective
successors,
and
permitted
assigns.
This Amended
Letter
Agreement
shall
not
be
construed
so
as
to
confer
any
right
or
benefit
upon
any
Person
other
than
the
parties
to
this
Amended
Letter
Agreement and
their
respective
successors
and
permitted
assigns.
Neither
this
Amended
Letter
Agreement
nor
any
of
the
rights,
benefits,
or
obligations
hereunder
may
be assigned
or
transferred,
by
operation
of
law
or
otherwise,
by
any
party
hereto
without
the
prior
written
consent
of
the
other
parties.
A
change
of
control
of
either Investor
shall
be
deemed
an
assignment
of
this
Amended
Letter
Agreement
upon
which,
unless
such
Investor
has
received
the
prior
written
consent
of
the
EnLink Entities
with
respect
to
such
assignment,
this
Amended
Letter
Agreement
shall
terminate
automatically
and
without
any
action
by
any
party
hereto.
No
amendment,
waiver,
consent,
or
modification
of
any
provision
of
this
Amended
Letter
Agreement
shall
be
effective
unless
signed
by
each
of
the
parties hereto.
This
Amended
Letter
Agreement
may
be
executed
in
any
number
of
counterparts,
each
of
which
counterparts,
when
so
executed
and
delivered,
shall
be deemed
to
be
an
original
and
all
of
which
counterparts,
taken
together,
shall
constitute
but
one
and
the
same
agreement.
[
signature
pages
follow
]
3
Very
truly
yours,
ENLINK
MIDSTREAM,
LLC
By:
EnLink
Midstream
Manager,
LLC,
its
managing
member
By:
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
ENLINK
MIDSTREAM
MANAGER,
LLC
By:
Name:
Michael
J.
Garberding
Title:
President
and
Chief
Executive
Officer
[Signature
Page
to
GS
Information
Rights
Letter]
AGREED
AND
ACCEPTED,
effective
as
of
the
date
first
above
written
WSIP
EGYPT
HOLDINGS,
LP
By:
Broad
Street
Infrastructure
Advisors
III,
L.L.C.,
its
General
Partner
By:
Name:
Title:
WSEP
EGYPT
HOLDINGS,
LP
By:
Broad
Street
Energy
Advisors
AIV-1,
L.L.C.
its
General
Partner
By:
Name:
Title:
[Signature
Page
to
GS
Information
Rights
Letter]
745
Seventh
Avenue
New
York,
NY
10019
United
States
Annex
F
CONFIDENTIAL
October
21,
2018
Conflicts
Committee
of
the
Board
of
Directors
EnLink
Midstream
Manager,
LLC
1722
Routh
St.,
Suite
1300
Dallas,
TX
75201
Members
of
the
Conflicts
Committee
of
the
Board
of
Directors:
We
understand
that
EnLink
Midstream
Manager,
LLC
(the
"Manager"),
the
managing
member
of
EnLink
Midstream,
LLC
("ENLC"),
and
ENLC
intend
to enter
into
a
transaction
(the
"Proposed
Transaction")
with
EnLink
Midstream
Partners,
LP
("ENLK")
pursuant
to
which,
among
other
things,
a
wholly
owned subsidiary
of
ENLC,
NOLA
Merger
Sub,
LLC
("Merger
Sub"),
will
merge
with
and
into
ENLK
(the
"Merger").
We
further
understand
that,
upon
effectiveness
of the
Merger,
(i)
the
separate
existence
of
Merger
Sub
will
cease
and
ENLK
will
continue
as
the
sole
surviving
entity
in
the
Merger
(the
"Surviving
Entity"); (ii)
each
common
unit
(the
"Partnership
Common
Units")
of
ENLK,
other
than
those
Partnership
Common
Units
owned
by
ENLC,
the
Manager,
Merger
Sub
or
the Parent
Subsidiaries
(as
defined
in
the
Agreement),
outstanding
immediately
prior
to
the
effective
time
(the
"Effective
Time")
of
the
Merger
(the
"Partnership Public
Units")
will
be
converted
into
the
right
to
receive
1.15
common
units
(the
"Parent
Common
Units")
of
ENLC
(the
"Merger
Consideration"
and
such
ratio, the
"Exchange
Ratio");
(iii)
each
of
the
Partnership
Series
B
Units
and
Partnership
Series
C
Units
(each
as
defined
in
the
Agreement)
issued
and
outstanding immediately
prior
to
the
Effective
Time
will
be
unchanged
and
remain
outstanding
and
no
consideration
shall
be
delivered
to
the
holders
of
such
units
in
respect thereof
and
the
terms
of
the
Partnership
Series
B
Units
will
be
amended
as
set
forth
in
the
Amended
and
Restated
Partnership
Agreement
(as
defined
in
the Agreement);
(iv)
any
Partnership
Common
Units
(as
defined
in
the
Agreement)
that
are
owned
by
ENLK
shall
be
automatically
canceled
and
shall
cease
to
exist and
no
consideration
shall
be
delivered
to
ENLK
in
respect
thereof;
(v)
the
Incentive
Distribution
Rights
(as
defined
in
the
Agreement)
that
are
owned
immediately prior
to
the
Effective
Time
by
the
EnLink
Midstream
GP,
LLC
(the
"General
Partner"),
a
wholly
owned
subsidiary
of
ENLC,
shall
be
canceled
and
shall
cease
to exist
and
no
consideration
shall
be
delivered
to
the
General
Partner
in
respect
thereof;
(vi)
(x)
any
Partnership
Common
Units
(as
defined
in
the
Agreement)
owned by
ENLC,
the
Manager
and
Merger
Sub
and
the
Parent
Subsidiaries
(as
defined
in
the
Agreement)
of
ENLC,
excluding
ENLK
and
its
Subsidiaries
(as
defined
in the
Agreement)
and
(y)
the
Partnership
General
Partner
Interest
(as
defined
in
the
Agreement)
will
be
unchanged
and
remain
outstanding,
and
no
consideration shall
be
delivered
to
the
holders
of
such
units
in
respect
thereof;
and
(vii)
the
limited
liability
company
interests
in
Merger
Sub
issued
and
outstanding
will
convert into,
in
the
aggregate,
the
number
of
common
units
of
the
Surviving
Entity
equal
to
the
number
of
Partnership
Public
Units
that
are
converted
into
the
right
to receive
the
Merger
Consideration.
The
terms
and
conditions
of
the
Proposed
Transaction
are
set
forth
in
more
detail
in
the
Agreement
and
Plan
of
Merger
proposed to
be
entered
into
by
and
among
ENLC,
ENLK,
the
Manager,
Merger
Sub,
and
the
General
Partner
(the
"Agreement").
The
summary
of
the
Proposed
Transaction set
forth
above
is
qualified
in
its
entirety
by
the
terms
of
the
Agreement.
F-1
We
have
been
requested
by
the
Conflicts
Committee
of
the
Board
of
Directors
of
the
Manager
(the
"Conflicts
Committee")
to
render
our
opinion
with
respect to
the
fairness,
from
a
financial
point
of
view,
to
ENLC
of
the
Exchange
Ratio
to
be
paid
by
ENLC
in
the
Proposed
Transaction.
We
have
not
been
requested
to opine
as
to,
and
our
opinion
does
not
in
any
manner
address,
ENLC's
underlying
business
decision
to
proceed
with
or
effect
the
Proposed
Transaction,
the likelihood
of
consummation
of
the
Proposed
Transaction
or
the
pro
forma
company's
distribution
policy
following
the
consummation
of
the
Proposed
Transaction. In
addition,
we
express
no
opinion
on,
and
our
opinion
does
not
in
any
manner
address,
the
fairness
of
the
amount
or
the
nature
of
any
compensation
to
any officers,
directors
or
employees
of
any
parties
to
the
Proposed
Transaction,
or
any
class
of
such
persons,
relative
to
the
Exchange
Ratio
in
the
Proposed
Transaction or
otherwise.
Our
opinion
does
not
address
the
relative
merits
of
the
Proposed
Transaction
as
compared
to
any
other
transaction
or
business
strategy
in
which ENLC
might
engage.
In
arriving
at
our
opinion,
we
reviewed
and
analyzed:
(1)
the
Agreement,
dated
as
of
October
21,
2018
and
the
specific
terms
of
the
Proposed
Transaction; (2)
publicly
available
information
concerning
ENLC
and
ENLK
that
we
believe
to
be
relevant
to
our
analysis,
including
their
respective
Annual
Reports
on Form
10-K
for
the
fiscal
year
ended
December
31,
2017
and
the
Quarterly
Reports
on
Form
10-Q
for
the
fiscal
quarter
ended
June
30,
2018;
(3)
financial
and operating
information
with
respect
to
the
business,
operations
and
prospects
of
ENLK,
including
financial
projections
of
ENLK
prepared
by
management
of
ENLC and
approved
for
use
by
the
Conflicts
Committee;
(4)
financial
and
operating
information
with
respect
to
the
business,
operations
and
prospects
of
ENLC, including
financial
projections
of
ENLC
prepared
by
management
of
ENLC
and
approved
for
use
by
the
Conflicts
Committee;
(5)
the
pro
forma
impact
of
the Proposed
Transaction
on
the
future
financial
performance
of
the
combined
company;
(6)
a
trading
history
of
the
Partnership
Public
Units
and
the
Parent
Common Units
from
September
28,
2015
to
October
19,
2018;
(7)
a
comparison
of
the
historical
financial
results
and
present
financial
condition
of
ENLK
and
ENLC
with each
other
and
with
those
of
other
companies
that
we
deemed
relevant;
(8)
a
comparison
of
the
financial
terms
of
the
Proposed
Transaction
with
the
financial
terms of
certain
other
transactions
that
we
deemed
relevant;
(9)
published
estimates
of
independent
research
analysts
with
respect
to
the
future
financial
performance
and price
targets
of
ENLK
and
ENLC
and
adjusted
by
management
of
ENLC;
and
(10)
at
the
request
of
management
of
ENLC,
certain
alternatives
identified
by management
of
ENLC
available
to
ENLC
on
a
stand-alone
basis
to
fund
its
future
capital
and
operating
requirements.
In
addition,
we
have
had
discussions
with management
of
ENLC
concerning
the
business,
operations,
assets,
liabilities,
financial
condition
and
prospects
of
ENLC
and
ENLK
and
have
undertaken
such other
studies,
analyses
and
investigations
as
we
deemed
appropriate.
In
arriving
at
our
opinion,
we
have
assumed
and
relied
upon
the
accuracy
and
completeness
of
the
financial
and
other
information
used
by
us
without
any independent
verification
of
such
information
(and
have
not
assumed
responsibility
or
liability
for
any
independent
verification
of
such
information)
and
have further
relied
upon
the
assurances
of
management
of
ENLC
that
they
are
not
aware
of
any
facts
or
circumstances
that
would
make
such
information
inaccurate
or misleading.
With
respect
to
the
financial
projections
of
ENLC
and
ENLK,
upon
the
advice
of
management
of
ENLC,
we
have
assumed
that
such
projections
have been
reasonably
prepared
on
a
basis
reflecting
the
best
currently
available
estimates
and
judgments
of
management
of
ENLC
as
to
the
future
financial
performance of
ENLC
and
ENLK
and
that
ENLC
and
ENLK
will
perform
substantially
in
accordance
with
such
projections.
We
assume
no
responsibility
for
and
we
express
no view
as
to
any
such
projections
or
estimates
or
the
assumptions
on
which
they
are
based.
In
arriving
at
our
opinion,
we
have
not
conducted
a
physical
inspection
of the
properties
and
facilities
of
the
ENLC
or
ENLK
and
have
not
made
or
obtained
any
evaluations
or
appraisals
of
the
assets
or
liabilities
of
the
ENLC
or
ENLK. Our
opinion
necessarily
is
F-2
based
upon
market,
economic
and
other
conditions
as
they
exist
on,
and
can
be
evaluated
as
of,
the
date
of
this
letter.
We
assume
no
responsibility
for
updating
or revising
our
opinion
based
on
events
or
circumstances
that
may
occur
after
the
date
of
this
letter.
We
express
no
opinion
as
to
(i)
the
prices
at
which
the
Partnership Public
Units
or
the
Parent
Common
Units
would
trade
following
the
announcement
of
the
Proposed
Transaction
or
(ii)
the
prices
at
which
the
Parent
Common Units
would
trade
following
consummation
of
the
Proposed
Transaction.
We
have
assumed
the
accuracy
of
the
representations
and
warranties
contained
in
the
Agreement
and
all
agreements
related
thereto.
We
have
also
assumed, upon
the
advice
of
management
of
ENLC
and
at
the
instruction
of
the
Conflicts
Committee,
that
all
material
governmental,
regulatory
and
third
party
approvals, consents
and
releases
for
the
Proposed
Transaction
will
be
obtained
within
the
constraints
contemplated
by
the
Agreement
and
that
the
Proposed
Transaction
will be
consummated
in
accordance
with
the
terms
of
the
Agreement
without
waiver,
modification
or
amendment
of
any
material
term,
condition
or
agreement
thereof and
that
the
terms
of
the
Partnership
Series
B
Units
will
be
amended
substantially
as
set
forth
in
the
Amended
and
Restated
Partnership
Agreement
and
Preferred Restructuring
Agreement
(as
defined
in
the
Agreement),
but
we
express
no
opinion
as
to
the
fairness,
from
a
financial
point
of
view
of
such
amendments,
to
any person.
We
do
not
express
any
opinion
as
to
any
tax
or
other
consequences
that
might
result
from
the
Proposed
Transaction,
nor
does
our
opinion
address
any legal,
tax,
regulatory
or
accounting
matters,
as
to
which
we
understand
that
the
Conflicts
Committee
and
ENLC
have
obtained
such
advice
as
they
deemed necessary
from
qualified
professionals.
Based
upon
and
subject
to
the
foregoing,
we
are
of
the
opinion
as
of
the
date
hereof
that,
from
a
financial
point
of
view,
the
Exchange
Ratio
to
be
paid
by ENLC
in
the
Proposed
Transaction
is
fair
to
ENLC.
We
have
acted
as
financial
advisor
to
the
Conflicts
Committee
in
connection
with
the
Proposed
Transaction
and
will
receive
fees
for
our
services
a
portion
of which
is
payable
upon
rendering
this
opinion
and
a
substantial
portion
of
which
is
contingent
upon
the
consummation
of
the
Proposed
Transaction.
In
addition, ENLC
has
agreed
to
reimburse
our
reasonable
expenses
and
indemnify
us
for
certain
liabilities
that
may
arise
out
of
our
engagement.
We
have
performed
various investment
banking
services
for
ENLC
and
ENLK
in
the
past,
and
expect
to
perform
such
services
in
the
future,
and
have
received,
and
expect
to
receive, customary
fees
for
such
services.
Specifically,
in
the
past
two
years,
we
have
performed
the
following
investment
banking
and
financial
services:
acting
as (i)
active
bookrunner
on
ENLK's
$500mm
Senior
Unsecured
Notes
in
May
2017,
(ii)
sales
agent
on
ENLK's
$600mm
ATM
equity
offering
in
August
2017
and (iii)
lender
under
ENLK's
existing
revolving
credit
facilities.
In
addition,
we
and
our
affiliates
in
the
past
have
provided,
currently
are
providing,
or
in
the
future
may
provide,
investment
banking
services
to
Global Infrastructure
Partners
("GIP"),
and
certain
of
its
affiliates
and
portfolio
companies
and
have
received
or
in
the
future
may
receive
customary
fees
for
rendering such
services,
including
(i)
having
acted
or
acting
as
financial
advisor
to
GIP
and
certain
of
its
portfolio
companies
and
affiliates
in
connection
with
certain mergers
and
acquisition
transactions;
(ii)
having
acted
or
acting
as
arranger,
bookrunnner
and/or
lender
for
GIP
and
certain
of
its
portfolio
companies
and
affiliates in
connection
with
the
financing
for
various
acquisition
transactions;
and
(iii)
having
acted
or
acting
as
underwriter,
initial
purchaser
and
placement
agent
for various
equity
and
debt
offerings
undertaking
by
GIP
and
certain
of
its
portfolio
companies
and
affiliates.
Barclays
Capital
Inc.,
its
subsidiaries
and
its
affiliates
engage
in
a
wide
range
of
businesses
from
investment
and
commercial
banking,
lending,
asset management
and
other
financial
and
non-financial
services.
In
the
ordinary
course
of
our
business,
we
and
our
affiliates
may
actively
trade
and
effect
F-3
transactions
in
the
equity,
debt
and/or
other
securities
(and
any
derivatives
thereof)
and
financial
instruments
(including
loans
and
other
obligations)
of
ENLC
and ENLK
for
our
own
account
and
for
the
accounts
of
our
customers
and,
accordingly,
may
at
any
time
hold
long
or
short
positions
and
investments
in
such
securities and
financial
instruments.
This
opinion,
the
issuance
of
which
has
been
approved
by
our
Fairness
Opinion
Committee,
is
for
the
use
and
benefit
of
the
Conflicts
Committee
and
is rendered
to
the
Conflicts
Committee
in
connection
with
its
consideration
of
the
Proposed
Transaction.
This
opinion
is
not
intended
to
be
and
does
not
constitute
a recommendation
to
any
unitholder
of
ENLC
or
any
other
person
as
to
how
such
unitholder
or
other
person
should
vote
with
respect
to
the
Proposed
Transaction.
Very
truly
yours,
BARCLAYS
CAPITAL
INC.
F-4
Conflicts
Committee
of
the
Board
of
Directors
of
EnLink
Midstream
GP,
LLC,
the
general
partner
of
EnLink
Midstream
Partners,
LP
1722
Routh
Street,
Suite
1300
Dallas,
Texas
75201
Annex
G
October
21,
2018
Members
of
the
Conflicts
Committee:
We
understand
that
EnLink
Midstream
Partners,
LP,
a
Delaware
limited
partnership
(the
"
Partnership
"),
proposes
to
enter
into
an
Agreement
and
Plan
of Merger
(the
"
Merger
Agreement
")
by
and
among
the
Partnership,
EnLink
Midstream,
LLC,
a
Delaware
limited
liability
company
("
Parent
"),
EnLink
Midstream Manager,
LLC,
a
Delaware
limited
liability
company
and
managing
member
of
Parent,
EnLink
Midstream
GP,
LLC,
a
Delaware
limited
liability
company
and
the general
partner
of
the
Partnership
(the
"
General
Partner
"),
NOLA
Merger
Sub,
LLC,
a
Delaware
limited
liability
company
and
wholly
owned
subsidiary
of Parent
("
Merger
Sub
"),
pursuant
to
which
Merger
Sub
will
be
merged
with
and
into
the
Partnership
(the
"
Merger
"),
with
the
Partnership
surviving
the
Merger. As
a
result
of
the
Merger,
each
Partnership
Common
Unit,
other
than
Partnership
Common
Units
held
directly
or
indirectly
by
the
Parent
Group
Entities
or
by
the Partnership,
outstanding
immediately
prior
to
the
effective
time
of
the
Merger
will
be
converted
into
the
right
to
receive
1.15
Parent
Common
Units
(the
" Exchange
Ratio
").
The
terms
and
conditions
of
the
Merger
are
more
fully
set
forth
in
the
Merger
Agreement
and
capitalized
terms
used
herein
but
not
defined herein
have
the
meanings
ascribed
thereto
in
the
Merger
Agreement.
The
Conflicts
Committee
of
the
Board
of
Directors
of
the
General
Partner
(the
"
Committee
")
has
asked
us
whether,
in
our
opinion,
as
of
the
date
hereof,
the Exchange
Ratio
is
fair,
from
a
financial
point
of
view,
to
the
Unaffiliated
Common
Unitholders.
For
purposes
of
this
opinion,
"
Unaffiliated
Common
Unitholders
" means
the
holders
of
Partnership
Common
Units,
other
than
the
General
Partner,
Parent,
GIP
III
Stetson
I,
L.P.
and
their
respective
affiliates.
In
connection
with
rendering
our
opinion,
we
have,
among
other
things:
(i) reviewed
certain
publicly
available
historical
business
and
financial
information
relating
to
Parent
and
the
Partnership
that
we
deemed
relevant, including,
with
respect
to
each
of
Parent
and
the
Partnership,
the
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2017,
the
Quarterly Reports
on
Form
10-Q
for
the
quarters
ended
March
31,
2018,
and
June
30,
2018,
and
certain
Current
Reports
on
Form
8-K,
in
each
case
as
filed with
or
furnished
to
the
U.S.
Securities
and
Exchange
Commission
by
Parent
and
the
Partnership
since
January
1,
2018;
(ii) reviewed
certain
non-public
historical
and
projected
financial
and
operating
data
and
assumptions
relating
to
Parent
and
the
Partnership,
as
prepared and
furnished
to
us
by
management
of
Parent
and
the
Partnership;
(iii) discussed
the
past
and
current
operations
of
Parent
and
the
Partnership
and
the
historical
and
projected
financial
and
operating
data
and
assumptions relating
to
Parent
and
to
the
Partnership
with
management
of
Parent
and
the
Partnership
(including
their
respective
management's
views
of
the
risks and
uncertainties
of
achieving
such
projections);
(iv) reviewed
publicly
available
research
analyst
estimates
for
Parent's
and
the
Partnership's
future
financial
performance
on
a
standalone
basis; G-1
Conflicts
Committee
of
the
Board
of
Directors
of
EnLink
Midstream
GP,
LLC,
the
general
partner
of
EnLink
Midstream
Partners,
LP
October
21,
2018
Page
2
(v) performed
discounted
distribution
analyses
on
Parent
and
the
Partnership
based
on
forecasts
and
other
data
provided
by
management
of
Parent
and the
Partnership;
(vi) compared
the
trading
performance
of
Parent
and
the
Partnership
utilizing
forecasts
and
other
data
provided
by
management
of
Parent
and
the Partnership
with
the
trading
performance
(including
equity
market
trading
multiples)
of
other
public
issuers
that
we
deemed
relevant;
(vii) reviewed
the
financial
metrics
of
certain
historical
transactions
that
we
deemed
relevant
and
compared
them
to
the
forecasts
and
other
data
relating to
Parent
and
the
Partnership
provided
by
management
of
Parent
and
the
Partnership;
(viii) performed
discounted
cash
flow
analyses
on
the
Partnership
based
on
forecasts
and
other
data
provided
by
management
of
the
Partnership;
(ix) reviewed
the
premia
paid
in
certain
historical
transactions
that
we
deemed
relevant
and
compared
such
premia
to
those
implied
by
the
proposed Merger;
(x) reviewed
drafts
of
the
Merger
Agreement
dated
October
21,
2018,
Preferred
Restructuring
Agreement,
Tenth
Amended
and
Restated
Partnership Agreement
of
ENLK
and
Second
Amended
and
Restated
Operating
Agreement
of
ENLC;
and
(xi) performed
such
other
analyses
and
examinations,
held
such
other
discussions,
reviewed
such
other
information
and
considered
such
other
factors that
we
deemed
appropriate
for
the
purposes
of
providing
the
opinion
contained
herein.
For
purposes
of
our
analysis
and
opinion,
we
have
assumed
and
relied
upon,
without
undertaking
any
independent
verification
of,
the
accuracy
and completeness
of
all
of
the
information
publicly
available
and
all
of
the
information
supplied
or
otherwise
made
available
to,
discussed
with,
or
reviewed
by
us,
and we
assume
no
liability
therefor.
With
respect
to
the
projected
financial
and
operating
data
relating
to
Parent
and
the
Partnership,
we
have
assumed
that
such
data has
been
reasonably
prepared
on
bases
reflecting
the
best
currently
available
estimates
and
good
faith
judgments
of
the
management
of
Parent
and
the
Partnership, as
applicable,
as
to
the
future
financial
performance
of
Parent
and
the
Partnership,
as
applicable,
under
the
assumptions
reflected
therein.
We
express
no
view
as
to any
projected
financial
or
operating
data
or
any
judgments,
estimates
or
assumptions
on
which
they
are
based.
For
purposes
of
rendering
our
opinion,
we
have
assumed,
in
all
respects
material
to
our
analysis,
that
the
Merger
Agreement
will
be
executed
and
delivered
(in the
draft
form
reviewed
by
us),
that
the
representations
and
warranties
of
each
party
contained
in
the
Merger
Agreement
(in
the
draft
form
reviewed
by
us)
are,
and when
executed
will
be,
true
and
correct,
that
each
party
will
perform
all
of
the
covenants
and
agreements
required
to
be
performed
by
it
under
the
Merger Agreement
and
that
all
conditions
to
the
consummation
of
the
Merger
will
be
satisfied
without
material
waiver
or
modification
thereof.
We
have
assumed
that
any modification
to
the
structure
of
the
Merger
will
not
vary
in
any
respect
material
to
our
analysis.
We
have
further
assumed
that
all
governmental,
regulatory
or
other consents,
approvals
or
releases
necessary
for
the
consummation
of
the
Merger
will
be
obtained
without
any
material
delay,
limitation,
restriction
or
condition
that would
have
an
adverse
effect
on
Parent
or
the
Partnership
or
the
consummation
of
the
Merger
or
materially
reduce
the
benefits
of
the
Merger
to
Parent,
the Partnership
or
the
Unaffiliated
Common
Unitholders.
We
have
assumed
that
the
final
versions
of
all
documents
reviewed
by
us
in
draft
form
will
not
differ
in
any material
respect
from
the
drafts
reviewed
by
us.
We
have
not
made
nor
assumed
any
responsibility
for
making
any
independent
valuation
or
appraisal
of
the
assets
or
liabilities
of
Parent
or
the
Partnership, nor
have
we
been
furnished
with
any
such
appraisals,
nor
have
we
evaluated
the
solvency
or
fair
value
of
Parent
or
the
Partnership
under
G-2
Conflicts
Committee
of
the
Board
of
Directors
of
EnLink
Midstream
GP,
LLC,
the
general
partner
of
EnLink
Midstream
Partners,
LP
October
21,
2018
Page
3
any
state
or
federal
laws
relating
to
bankruptcy,
insolvency
or
similar
matters.
Our
opinion
is
necessarily
based
upon
information
made
available
to
us
as
of
the date
hereof
and
financial,
economic,
monetary,
market,
regulatory
and
other
conditions
and
circumstances
as
they
exist
and
as
can
be
evaluated
by
us
on
the
date hereof.
It
is
understood
that
subsequent
developments
may
affect
this
opinion
and
that
we
do
not
have
any
obligation
to
update,
revise
or
reaffirm
this
opinion.
We
have
not
been
asked
to
pass
upon,
and
express
no
opinion
with
respect
to,
any
matter
other
than
whether,
as
of
the
date
hereof,
the
Exchange
Ratio
is
fair, from
a
financial
point
of
view,
to
the
Unaffiliated
Common
Unitholders.
We
do
not
express
any
view
on,
and
our
opinion
does
not
address,
the
fairness
of
the Merger
to,
or
any
consideration
received
in
connection
therewith
by,
any
other
person
or
the
holders
of
any
other
securities,
creditors
or
other
constituencies
of
the Partnership,
nor
as
to
the
fairness
of
the
amount
or
nature
of
any
compensation
to
be
paid
or
payable
to
any
of
the
officers,
directors
or
employees
of
any
party
to the
Merger
Agreement,
or
any
class
of
such
persons,
whether
relative
to
the
Exchange
Ratio
or
otherwise.
Our
opinion
does
not
address
the
relative
merits
of
the Merger
as
compared
to
other
business
or
financial
strategies
that
might
be
available
to
the
Partnership
and
Parent,
nor
does
it
address
the
underlying
business decision
of
the
Partnership
or
Parent
to
engage
in
the
Merger
or
use
the
Exchange
Ratio.
In
arriving
at
our
opinion,
we
were
not
authorized
to
solicit,
and
did
not solicit,
interest
from
any
third
party
with
respect
to
the
acquisition
of
any
or
all
of
the
Partnership
Common
Units
or
any
business
combination
or
other extraordinary
transaction
involving
the
Partnership.
This
letter,
and
our
opinion,
does
not
constitute
a
recommendation
to
the
Committee
or
to
any
other
persons
in respect
of
the
Merger,
including
as
to
how
any
holder
of
Partnership
Common
Units
should
vote
or
act
in
respect
of
the
Merger.
We
express
no
opinion
herein
as
to the
price
at
which
Partnership
Common
Units
or
Parent
Common
Units
will
trade
at
any
time.
We
are
not
legal,
regulatory,
accounting
or
tax
experts
and
have assumed
the
accuracy
and
completeness
of
assessments
by
Parent
and
the
Partnership
and
the
advisors
to
Parent
and
the
Partnership
and
their
affiliates
with
respect to
legal,
regulatory,
accounting
and
tax
matters.
We
have
accrued
an
initial
fee
for
our
services,
will
receive
an
additional
fee
upon
the
rendering
of
this
opinion,
which
is
not
contingent
on
the
consummation of
the
Merger,
and
will
receive
an
additional
fee
upon
consummation
of
the
Merger.
We
may
also
receive
an
additional
discretionary
advisory
fee,
subject
to
the sole
discretion
of
the
Committee.
The
Partnership
has
also
agreed
to
reimburse
our
out-of-pocket
expenses
and
to
indemnify
us
against
certain
liabilities
arising
out of
our
engagement.
During
the
two
year
period
prior
to
the
date
hereof,
we
have
not
received
compensation
for
services
provided
to
the
Partnership,
Parent
and their
respective
affiliates.
We
may
provide
financial
or
other
services
to
Parent,
the
Partnership
or
their
respective
affiliates
in
the
future
and
in
connection
with
any such
services
we
may
receive
compensation.
Evercore
Group
L.L.C.
and
its
affiliates
engage
in
a
wide
range
of
activities
for
their
own
accounts
and
the
accounts
of
customers.
In
connection
with
these businesses
or
otherwise,
Evercore
Group
L.L.C.
and
its
affiliates
and/or
their
respective
employees,
as
well
as
investment
funds
in
which
any
of
them
may
have
a financial
interest,
may
at
any
time,
directly
or
indirectly,
hold
long
or
short
positions
and
may
trade
or
otherwise
effect
transactions
for
their
own
accounts
or
the accounts
of
customers,
in
debt
or
equity
securities,
senior
loans
and/or
derivative
products
relating
to
the
Partnership,
Parent
and
their
respective
affiliates,
for
their own
account
and
for
the
accounts
of
their
customers
and,
accordingly,
may
at
any
time
hold
a
long
or
short
position
in
such
securities
or
instruments.
This
letter,
and
the
opinion
expressed
herein,
is
addressed
to,
and
is
for
the
information
and
benefit
of,
the
Committee
(in
its
capacity
as
such)
in
connection with
its
evaluation
of
the
proposed
Merger
and
is
not
rendered
to
or
for
the
benefit
of,
and
shall
not
confer
rights
or
remedies
upon,
any
G-3
Conflicts
Committee
of
the
Board
of
Directors
of
EnLink
Midstream
GP,
LLC,
the
general
partner
of
EnLink
Midstream
Partners,
LP
October
21,
2018
Page
4
person
other
than
the
Committee.
The
issuance
of
this
opinion
has
been
approved
by
an
Opinion
Committee
of
Evercore
Group
L.L.C.
This
letter,
and
the
opinion
expressed
herein,
may
not
be
disclosed,
quoted,
referred,
made
available
or
communicated
(in
whole
or
in
part)
to,
or
relied
upon by,
any
third
party,
nor
shall
any
public
reference
to
us
be
made,
for
any
purpose
whatsoever
except
as
set
forth
in
our
engagement
letter
with
the
Partnership
and the
Committee
dated
September
13,
2018,
or
otherwise
with
our
prior
written
consent.
Based
upon
and
subject
to
the
foregoing,
it
is
our
opinion
that,
as
of
the
date
hereof,
the
Exchange
Ratio
is
fair,
from
a
financial
point
of
view,
to
the Unaffiliated
Common
Unitholders.
Very
truly
yours,
EVERCORE
GROUP
L.L.C.
By:
/s/
RAYMOND
B.
STRONG
Raymond
B.
Strong
Senior
Managing
Director
G-4
EDGAR PDF Generator EDGAR PDF Generator