CONSENT AND CONVERSION AGREEMENT
EXHIBIT 4.16
This CONSENT AND CONVERSION AGREEMENT, dated as of February 22, 2017 (this “Agreement”), is entered into by and among Western Gas Partners, LP, a Delaware limited partnership (the “Partnership”), and the holders of the outstanding Series A Preferred Units (as defined in the Partnership Agreement) in the Partnership set forth on Schedule A hereto (each, a “Holder” and, collectively, the “Holders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 14, 2016 (as amended, restated or supplemented, the “Partnership Agreement”).
WHEREAS, pursuant to Section 5.13(b)(vi) of the Partnership Agreement, the Series A Preferred Units may be converted into Common Units on a one-for-one basis, subject to anti-dilution adjustments and certain conditions, (i) at the option of the holders of such Series A Preferred Units, at any time on or after the second anniversary of the Series A Issuance Date, and (ii) at the Partnership’s option, at any time after the third anniversary of the Series A Issuance Date, subject to the satisfaction or waiver of the requirements set forth in Section 5.13(b)(vi)(B) of the Partnership Agreement;
WHEREAS, the Partnership and each Holder desire to have all outstanding Series A Preferred Units converted into Common Units prior to the second anniversary of the Series A Issuance Date;
WHEREAS, on the date hereof, Western Gas Holdings, LLC, the general partner of the Partnership, has executed an amendment to the Partnership Agreement to amend certain tax allocation provisions to facilitate the conversion of the Series A Preferred Units into Common Units prior to the second anniversary of the Issuance Date, which amendment is intended to equalize the Per Unit Capital Amount of each Series A Preferred Unit with an Initial Common Unit immediately after the Partnership’s distributions with respect to all units for the fourth quarter of 2016, distributed on or about February 13, 2017;
WHEREAS, the Partnership has agreed to register resales of the Series A Conversion Units with the Securities and Exchange Commission pursuant to that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated March 14, 2016, among the Partnership and the holders of the Series A Preferred Units named therein; and
WHEREAS, in connection with the mutual agreement of the Partnership and the Holders to convert the Series A Preferred Units owned by the Holders into Common Units prior to the second anniversary of the Series A Issuance Date, the Partnership and the Holders desire to, among other things, amend certain of the terms of the Registration Rights Agreement pursuant to Section 3.11 thereof.
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:
ARTICLE I.
WAIVER AND CONSENT
Section 1.01 Waiver and Consent. The Partnership and each of the Holders hereby (i) waive the requirements and limitations for conversion of the Series A Preferred Units to Common Units under the Partnership Agreement, including, but not limited to, the limitations set forth in Section 5.13(b)(vi) thereto, (ii) consent and agree that the Partnership shall convert the Series A Preferred Units to Common Units pursuant to the Partnership Agreement effective as of February 23, 2017 (the “First Conversion Date”) and May 2, 2017 (the “Second Conversion Date”) in the amounts set forth opposite each Holders name on Schedule A hereto at a Series A Conversion Rate of 1.0, with the Series A Preferred Units to be converted on the Second Conversion Date being referred to in this Agreement as the “Second Conversion Date Preferred Units”, and (iii) acknowledge that this Agreement, including Schedule A hereto, constitutes a Series A Conversion Notice delivered as of the First Conversion Date or the Second Conversion Date, as applicable.
Section 1.02 Ownership of Series A Preferred Units. Each of the Holders, severally and not jointly, represents, warrants and covenants to the Partnership that it is the record and beneficial owner of, and has good and valid title to, the Series A Preferred Units set forth opposite its name on Schedule A hereto free and clear of all liens, claims, rights or encumbrances and, with respect to the Second Conversion Date Preferred Units, will remain the record and beneficial owner of the Second Conversion Date Preferred Units until the Series A Conversion Units to be issued in connection with the Second Delivery Date are delivered to the Holders.
Section 1.03 Delivery of Series A Conversion Units. The Partnership and each of the Holders agree that on the First Conversion Date and the Second Conversion Date, as applicable, the Partnership shall cause the Transfer Agent to electronically deliver the Series A Conversion Units in the amounts set forth on Schedule A hereto to the prime broker listed set forth opposite each Holder’s name on Schedule B hereto in compliance with Section 5.13(b)(vi)(D) of the Partnership Agreement.
ARTICLE II.
REGISTRATION RIGHTS AGREEMENT AMENDMENT
Section 2.01 Amendment to Registration Rights Agreement. Each of the Holders and the Partnership agree that the first sentence of Section 2.01(a) of the Registration Rights Agreement is hereby amended and restated in its entirety as follows:
Shelf Registration. The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement on or before March 10, 2017 under the Securities Act to permit the public resale of Registrable Securities 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”) and (ii) cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter; provided, however, that the Partnership shall cause such initial Registration Statement to be declared effective by the Commission no later than March 14, 2018 (the “Target Effective Date”).
2
Section 2.02 Enforceable Agreement. Except as expressly amended hereby, the Registration Rights Agreement shall remain unmodified and in full force and effect as originally executed without waiver of any provision thereof (including, for the avoidance of doubt and without limitation, Section 2.01(b) of the Registration Rights Agreement). Whenever the Registration Rights Agreement is referred to in any agreement, document or other instrument, such reference will be to the Registration Rights Agreement as amended hereby. In the event of any conflict between the terms of this Agreement and the Registration Rights Agreement, the terms of this Agreement shall prevail.
ARTICLE III.
MISCELLANEOUS
Section 3.01 Binding Effect. This Agreement shall be binding upon the Partnership, each of the Holders and their respective successors and permitted assigns. 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 3.02 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 or personal delivery to the following addresses
(a)If to the Holders, to the addresses set forth on Schedule A hereto, with a copy to (which shall not constitute notice):
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇.▇▇▇▇▇▇▇@▇▇.▇▇▇
(b)If to the Partnership:
Western Gas Partners, LP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Corporate Secretary
with a copy to (which shall not constitute notice):
▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
3
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
or to such other address as the Partnership or the Holders may designate in writing. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed; upon actual receipt of the overnight courier copy, if sent via facsimile; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.
Section 3.03 Applicable Law. 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 or performance 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), will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflicts of laws which would result in the application of the law of any other jurisdiction.
Section 3.04 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate 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 Page to Follow.]
4
IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.
WESTERN GAS PARTNERS, LP | |||
By: | Western Gas Holdings, LLC, its general partner | ||
By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | ||
Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | ||
Title: | President, Chief Executive Officer, Chief Financial Officer and Treasurer | ||
[Signature page to Consent and Conversion Agreement]
KA WESTERN GAS HOLDINGS LLC | |||
By: | KA Fund Advisors, LLC, as Manager | ||
By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Title: | Managing Director | ||
KAISER PERMANENTE GROUP TRUST | |||
By: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Capital Advisors, L.P., as its Manager | ||
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
Title: | General Counsel | ||
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MIDSTREAM INSTITUTIONAL FUND, L.P. | |||
By: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Capital Advisors, L.P., as its General Partner | ||
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
Title: | General Counsel | ||
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP FUND, L.P. | |||
By: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Capital Advisors, L.P., as its General Partner | ||
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
Title: | General Counsel | ||
[Signature page to Consent and Conversion Agreement]
▇▇▇▇▇ (QP), L.P. | |||
By: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Capital Advisors, L.P., as its General Partner | ||
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
Title: | General Counsel | ||
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY | |||
By: | KA Fund Advisors, LLC, as Manager | ||
By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Title: | Managing Director | ||
BELFER CAPITAL PARTNERS LP | |||
By: | KA Fund Advisors, LLC, as its Manager | ||
By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Title: | Managing Director | ||
ORANGE COUNTY EMPLOYEES RETIREMENT SYSTEM | |||
By: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Capital Advisors, L.P., as its Manager | ||
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
Title: | General Counsel | ||
KAYNE PREFERRED FUND LLC | |||
By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Title: | Managing Director | ||
[Signature page to Consent and Conversion Agreement]
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ NON-TRADITIONAL INVESTMENTS, L.P. | |||
By: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Capital Advisors, L.P., as its General Partner | ||
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
Title: | General Counsel | ||
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP INVESTMENT COMPANY | |||
By: | KA Fund Advisors, LLC, as its Manager | ||
By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Title: | Managing Director | ||
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ENERGY DEVELOPMENT COMPANY | |||
By: | KA Fund Advisors, LLC, as its Manager | ||
By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Title: | Managing Director | ||
KAYNE SELECT MIDSTREAM RECOVERY FUND, L.P. | |||
By: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Capital Advisors, L.P., as its General Partner | ||
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
Title: | General Counsel | ||
[Signature page to Consent and Conversion Agreement]
BELFER CORP. | |||
By: | KA Fund Advisors, LLC, as its Manager | ||
By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Title: | Managing Director | ||
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
By: | KA Fund Advisors, LLC, as Manager | ||
By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Title: | Managing Director | ||
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
By: | KA Fund Advisors, LLC, as Manager | ||
By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
Title: | Managing Director | ||
[Signature page to Consent and Conversion Agreement]
FR XIII ▇▇▇ HOLDINGS LLC | |||
By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | ||
Name: | ▇▇▇▇ ▇▇▇▇▇▇ | ||
Title: | Authorized Person | ||
FR ▇▇▇ CO-INVESTMENT, L.P. | |||
By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | ||
Name: | ▇▇▇▇ ▇▇▇▇▇▇ | ||
Title: | Authorized Person | ||
[Signature page to Consent and Conversion Agreement]
Schedule A
Holder | Series A Preferred Units to be Converted on the First Conversion Date | Series A Preferred Units to be Converted on the Second Conversion Date | ||||
KA Western Gas Holdings LLC ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 1,343,590 | 1,343,591 | ||||
▇▇▇▇▇▇ Permanente Group Trust ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 797,194 | 797,194 | ||||
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Midstream Institutional Fund, L.P. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 355,000 | 355,000 | ||||
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Fund, L.P. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 355,000 | 355,000 | ||||
▇▇▇▇▇ (QP), L.P. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 260,570 | 260,570 | ||||
Schedule A-1
Massachusetts Mutual Life Insurance Company ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 199,298 | 199,299 | ||||
Belfer Capital Partners LP ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 159,439 | 159,439 | ||||
Orange County Employees Retirement System ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 159,439 | 159,439 | ||||
Kayne Preferred Fund LLC ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 135,610 | 135,611 | ||||
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Non-Traditional Investments, L.P. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 94,430 | 94,430 | ||||
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 67,185 | 67,185 | ||||
Schedule A-2
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Energy Development Company ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 67,185 | 67,184 | ||||
Kayne Select Midstream Recovery Fund, L.P. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 39,860 | 39,859 | ||||
Belfer Corp. c/o Belfer Management LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 39,860 | 39,859 | ||||
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ c/▇ ▇▇▇▇▇▇ Management LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 15,944 | 15,944 | ||||
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ c/o Belfer Management LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 15,944 | 15,944 | ||||
Total ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | 4,105,548 | 4,105,548 | ||||
Schedule A-3
FR XIII ▇▇▇ Holdings LLC ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 4,512,117 | 4,512,118 | ||||
FR ▇▇▇ Co-Investment, L.P. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | 2,343,750 | 2,343,750 | ||||
Total First Reserve | 6,855,867 | 6,855,868 | ||||
TOTAL | 10,961,415 | 10,961,416 | ||||
Schedule A-4
Schedule B
Holder | Broker Information | |
KA Western Gas Holdings LLC | DTC Number: 0226 Firm Name: National Financial Services Account Name: KA Western Gas Holdings LLC Account #: K8H-002086 Tax ID #: ▇▇-▇▇▇▇▇▇▇ | |
▇▇▇▇▇▇ Permanente Group Trust | DTC Number: 0997 Firm Name: State Street Bank and Trust Company Account Name: ▇▇▇▇▇▇ Permanente Group Trust Account #: 11QI Tax ID #: ▇▇-▇▇▇▇▇▇▇ | |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Midstream Institutional Fund, L.P. | DTC Number: 0352 Firm Name: ▇.▇. ▇▇▇▇▇▇ Account Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Midstream Institutional Fund, L.P. Account #: 102-38790 Tax ID #: ▇▇-▇▇▇▇▇▇▇ | |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Fund, L.P. | DTC Number: 0352 Firm Name: ▇.▇. ▇▇▇▇▇▇ Account Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Fund, L.P. Account #: 102-35700 Tax ID #: ▇▇-▇▇▇▇▇▇▇ | |
▇▇▇▇▇ (QP), L.P. | DTC Number: 0352 Firm Name: ▇.▇. ▇▇▇▇▇▇ Account Name: ▇▇▇▇▇ (QP), L.P. Account #: 102-45032 Tax ID #: ▇▇-▇▇▇▇▇▇▇ | |
Massachusetts Mutual Life Insurance Company | DTC Number: 0997 Firm Name: State Street Bank and Trust Company Account Name: Massachusetts Mutual Life Insurance Company Account #: IEG7 Tax ID #: ▇▇-▇▇▇▇▇▇▇ | |
Belfer Capital Partners LP | JPMorgan Chase Bank, N.A. DTC Participant Number - 902 Credit Account Number - P72500 FFC Acct Number - PBD # 51 29260 001 FFC Acct Name - Belfer Capital Partners, LP Contact - ▇▇▇▇▇ ▇▇▇▇▇▇ @ ▇-▇▇▇-▇▇▇-▇▇▇▇ | |
Schedule B-1
Orange County Employees Retirement System | DTC Number: 0997 Firm Name: State Street Bank and Trust Company Account Name: Orange County Employees Retirement System Account #: JV9N Tax ID #: ▇▇-▇▇▇▇▇▇▇ | |
Kayne Preferred Fund LLC | DTC Number: 0226 Firm Name: National Financial Services Account Name: Kayne Preferred Fund LLC Account #: K8H-002084 Tax ID #: ▇▇-▇▇▇▇▇▇▇ | |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Non-Traditional Investments, L.P. | DTC Number: 0352 Firm Name: ▇.▇. ▇▇▇▇▇▇ Account Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Non-Traditional Investments, L.P. Account #: 102-36274 Tax ID #: ▇▇-▇▇▇▇▇▇▇ | |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company | DTC Number: 0352 Firm Name: ▇.▇. ▇▇▇▇▇▇ Account Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Account #: 102-39488 Tax ID #: ▇▇-▇▇▇▇▇▇▇ | |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Energy Development Company | DTC Number: 0352 Firm Name: ▇.▇. ▇▇▇▇▇▇ Account Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Energy Development Company Account #: 102-39490 Tax ID #: ▇▇-▇▇▇▇▇▇▇ | |
Kayne Select Midstream Recovery Fund, L.P. | DTC Number: 2424 Firm Name: ▇.▇. ▇▇▇▇▇▇ Account Name: Kayne Select Midstream Recovery Fund, L.P. Account #: 113-80158 Tax ID #: ▇▇-▇▇▇▇▇▇▇ | |
Schedule B-2
Belfer Corp. | JPMorgan Chase Bank, N.A. DTC Participant Number - 902 Credit Account Number - P72500 FFC Acct Number - PBD # 26 63486 007 FFC Acct Name - Belfer Corp Contact - ▇▇▇▇▇ ▇▇▇▇▇▇ @ ▇-▇▇▇-▇▇▇-▇▇▇▇ | |
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | JPMorgan Chase Bank, N.A. DTC Participant Number - 902 Credit Account Number - P72500 FFC Acct Number - PBD # 26 76530 007 FFC Acct Name - ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Contact - ▇▇▇▇▇ ▇▇▇▇▇▇ @ ▇-▇▇▇-▇▇▇-▇▇▇▇ | |
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | JPMorgan Chase Bank, N.A. DTC Participant Number - 902 Credit Account Number - P72500 FFC Acct Number - PBD # 26 65040 000 FFC Acct Name - ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Contact - ▇▇▇▇▇ ▇▇▇▇▇▇ @ ▇-▇▇▇-▇▇▇-▇▇▇▇ | |
FR XIII ▇▇▇ Holdings LLC | DTC Number: 0226 Firm Name: National Financial Services Account Name: FR XIII ▇▇▇ Holdings LLC Account #: K8H-002087 Tax ID #: ▇▇-▇▇▇▇▇▇▇ | |
FR ▇▇▇ Co-Investment, L.P. | DTC Number: 0226 Firm Name: National Financial Services Account Name: FR ▇▇▇ Co-Investment, L.P. Account #: K8H-02088 Tax ID #: ▇▇-▇▇▇▇▇▇▇ | |
Schedule B-3