This CONTRIBUTION AGREEMENT (this Agreement), is made and entered into as of January 31, 2019, by and between EnLink Midstream, LLC, a Delaware limited liability Company (ENLC), and EnLink Midstream Partners, LP, a Delaware limited partnership and a subsidiary of ENLC (ENLK). ENLC and ENLK are referred to herein collectively as the Parties and each individually as a Party. Capitalized terms used but not defined herein have the meaning given them in the First Amended and Restated Agreement of Limited Partnership (the EOGP Partnership Agreement) of EnLink Oklahoma Gas Processing, LP, a Delaware limited partnership (EOGP).
WHEREAS, ENLC (as successor to EnLink Midstream, Inc.) owns limited partnership interests in EOGP (EOGP Interests) with an associated Percentage Interest of 16.129% (the Contributed Interests);
WHEREAS, ENLC owns 100% of the common units representing limited partnership interests in ENLK (the ENLK Common Units);
WHEREAS, EnLink Midstream Operating, LP, a Delaware limited partnership and a wholly-owned subsidiary of ENLK (the EnLink Midstream Operating),
owns the remaining EOGP Interests with an associated Percentage Interest of 83.871%;
WHEREAS, ENLC desires to contribute to ENLK and ENLK desires to contribute to EnLink Midstream Operating all of the Contributed Interests;
WHEREAS, in order to efficiently implement the transactions described in the preceding recital, the Parties have agreed that ENLC shall, at the direction of ENLK, contribute all of the Contributed Interests directly to EnLink Midstream Operating (such contribution, the Contribution);
WHEREAS, in consideration for the Contribution, ENLK desires to issue to ENLC (the Issuance and, together with the Contribution, the Transactions) 55,827,221 ENLK Common Units (the Consideration Units); and
WHEREAS, the Parties desire to effect the Transactions on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows: