Call right clause samples

As of the date of this Transaction Statement, Stonepeak has not acquired any Common Units pursuant to the Common Unit PIK Distribution Agreement, has not exercised the Warrant and has not caused the exercise of the limited call right. However, the execution of the Common Unit PIK Distribution Agreement may be deemed to constitute a step towards one or more transactions that may constitute a “Rule13e-3 transaction” under the rulesand regulations of the SEC pursuant to the Exchange Act. Accordingly, no Common Unit PIK Distribution will occur until at least 30 days after the initial filing with the SEC of this Transaction Statement. This Transaction Statement is being provided to holders of Common Units (“Common Unitholders”) in order to satisfy the requirements of Rule13e-3 in connection with the Common Unit PIK Distribution Agreement.

The General Partner and its controlled affiliates must hold more than 80% of the outstanding Common Units to be able to exercise the limited call right. Once Stonepeak holds more than 80% of the outstanding Common Units, whether as a result of Common Unit PIK Distributions, the exercise of the Warrant or other acquisition of Common Units, and completes the Stonepeak LCR Transfer, Stonepeak will be able to cause the General Partner or a controlled affiliate of the General Partner to exercise the limited call right. Stonepeak would effect any such exercise by: (i)transferring all of the Common Units held by it to the General Partner or a controlled affiliate of the General Partner (the “Stonepeak LCR Transfer”); and (ii)causing the General Partner, which under Section15.1 of the Partnership Agreement has the right to exercise the limited call right, to either (a)exercise the limited call right or (b)assign and transfer such right to a controlled affiliate of the General Partner and then exercise (or cause the exercise) of such limited call right.

For illustrative purposes only, if the limited call right were exercise on the date of this Disclosure Statement, based on the average of the daily closing prices on the NYSE American for the 20 consecutive trading days immediately prior to the date of this Disclosure Statement, Stonepeak estimates that the total funds required for the General Partner to purchase all of the outstanding Common Units (other than Common Units held by the General Partner or its controlled affiliates), and to pay related fees and expenses, would be approximately $9.8 million. Stonepeak would provide the General Partner with sufficient funds to complete the exercise of the limited call right. The General Partner expects to fund these payments through either a capital contribution or an intercompany loan from Stonepeak. Stonepeak expects that it would use cash then on hand to fund any such contribution or intercompany loan. See “The Transaction—Source and Amount of Funds” for more information.

Yes, assuming that Stonepeak holds more than 80% of the outstanding Common Units, whether as a result of Common Unit PIK Distributions, the exercise of the Warrant or other acquisition of Common Units, and completes the Stonepeak LCR Transfer, Stonepeak will be able to cause the General Partner or a controlled affiliate of the General Partner to exercise the limited call right. If the limited call right is exercised, the General Partner or one of its controlled affiliates will purchase all of the Common Units (other than Common Units held by the General Partner or its controlled affiliates) SNMP will cease to be a public company, registration of Common Units under the Exchange Act will be terminated and Common Units will cease to be quoted on the NYSE American. See “The Transaction—Appraisal Rights; “Going-Private” Rules” beginning on page20.

You are not requested, required or entitled to make any decisions in connection with Common Unit PIK Distributions or, if exercised, the exercise of the limited call right. If Stonepeak holds more than 80% of the outstanding Common Units, whether as a result of Common Unit PIK Distributions, the exercise of the Warrant or other acquisition of Common Units, the Stonepeak LCR Transfer occurs and Stonepeak causes the General Partner or a controlled affiliate of the General Partner to exercise the limited call right, Stonepeak will acquire all outstanding Common Units through no action of Common Unitholders due to the fact that the limited call right is a contractual provision contained in the Partnership Agreement that Common Unitholders are deemed to accept.

Stonepeak’s consideration of the factors described above reflects its assessment of the fairness of the Common Unit PIK Distributions and, if available, the exercise of the limited call right to Unaffiliated Unitholders in relation to the going concern value of SNMP on a stand-alone basis. Stonepeak implicitly considered the value of SNMP in a sale as a going concern by taking into account SNMP’s current and anticipated business, financial conditions, results and operations, prospects and other forward-looking matters. Stonepeak did not, however, explicitly calculate a stand-alone going concern value of SNMP because Stonepeak believes that going concern value is not an appropriate method of determining the value of Common Units for purposes of the Common Unit PIK Distributions and the exercise of the limited call right. Furthermore, in light of the fact that Stonepeak already has, and will continue to have, control of SNMP, and that Stonepeak is currently unwilling to sell its Common Units and ClassC Preferred Units, Stonepeak does not believe that it would be appropriate for the Common Units held by Unaffiliated Unitholders to be valued on a basis that includes a control premium.

Under Section15.1 of the Partnership Agreement, if the General Partner and its controlled affiliates hold more than 80% of the outstanding Common Units, the General Partner has the right, which it may assign and transfer to any of its controlled affiliates, to exercise the limited call right. In making a determination to exercise the limited call right, under the Partnership Agreement, the General Partner (or the controlled affiliate causing the exercise), may do so at its option, in its individual capacity as opposed to the capacity as the general partner of SNMP, free from any duty or obligation whatsoever to SNMP or any limited partner.

As a result of the Common Unit PIK Distributions, Stonepeak’s interest in SNMP’s net book value attributable to Common Unitholders and net income or loss attributable to limited partners will increase to the extent of the number of Common Units that it acquires. For example, for the quarterly period ended September30, 2020, SNMP’s net book value attributable to Common Unitholders as of September30, 2020 calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) was approximately $(123.6) million, and for the nine months then ended it had net loss attributable to Common Unitholders of approximately $88.6 million. Assuming Stonepeak owned 80% of the Common Units throughout 2019, Stonepeak’s interest in SNMP’s net book value attributable to Common Unitholders and net loss attributable Common Unitholders would have been approximately $(98.9) million and $70.9 million, respectively. If the limited call right is exercised, then following such exercise Stonepeak’s interest in those items will increase to 100%, and Stonepeak will be entitled to all other benefits resulting from its 100% ownership of the limited partnership interests of SNMP, including all income generated by SNMP’s operations that is attributed to limited partners and any future increase in SNMP’s value attributed to Common Unitholders. Similarly, Stonepeak will bear all of the risk of losses generated by SNMP’s operations and any decrease in the value of SNMP after Common Unit PIK Distributions and the exercise of the limited call right. If the limited call right is exercised, then following such exercise SNMP will become a privately-held limited partnership. Accordingly, former holders of Common Units will not have the opportunity to participate in the earnings and growth of SNMP after the exercise of the limited call right. Similarly, former holders of Common Units will not face the risk of losses generated by SNMP’s operations or decline in the value of SNMP after the consummation of the exercise of the limited call right. If the limited call right cannot be exercised, then the outstanding Common Units will remain outstanding and the Common Unitholders will continue to participate in the earnings and growth of SNMP and will be subject to potential losses generated by SNMP’s future operations or a decline in the trading price of the Common Units.

If the Transactions are not consummated for any reason, Stonepeak will continue to receive quarterly distributions on the ClassC Preferred Units in the form of additional ClassC Preferred PIK Units, further subordinating the Common Units, and because the limited call right would not be exercised, Common Unitholders will not receive any payment for their Common Units in connection with the exercise of the limited call right. Instead, SNMP will remain a public company and the Common Units will continue to be listed for trading on the NYSE American. In addition, if the Transactions are not consummated for any reason, Stonepeak expects that SNMP management will operate the SNMP business in a manner similar to that in which it is being operated today and that Common Unitholders will continue to be subject to the same risks and opportunities as they currently are, including, among other things, that SNMP’s operations may be materially affected by its dependence on Mesquite Energy,Inc., and by overall market conditions, among other factors. Accordingly, if the Transactions are not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your Common Units. From time to time, Stonepeak expects that the SNMP Board will continue to evaluate and review, among other things, the business operations, properties, distribution policy and capitalization of SNMP and make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stakeholder value. If the Transactions are not completed for any reason, there can be no assurance that the business, prospects or results of operations of SNMP will not be adversely impacted as a result of such failure or that any other transaction acceptable to SNMP will be offered.

If Stonepeak holds more than 80% of the outstanding Common Units and completes the Stonepeak LCR Transfer, Stonepeak will be able to cause the General Partner or a controlled affiliate of the General Partner to exercise the limited call right. Following the exercise of the limited call right, if exercised at all, the General Partner will deliver a notice of election to purchase to SNMP’s transfer agent. The notice of election must be provided to Common Unitholders at least 10, but not more than 60,days’ prior to the purchase date and will specify the purchase date for the purchase of all of the Common Units not held by the General Partner or its controlled affiliates. Upon receipt of the notice of election to purchase, the transfer agent will mail a copy of the notice of election to purchase to each record Common Unitholder as of the business day immediately preceding the date on which the notice of election to purchase is mailed to the record Common Unitholders by the transfer agent, which business day will be designated by the General Partner as the record date for the purchase of Common Units pursuant to the limited call right in accordance with the Partnership Agreement. If the notice of election is mailed to a Common Unitholder at such Common Unitholder’s address as reflected in the records of the Transfer Agent, then it shall be conclusively presumed to have been given regardless of whether such Common Unitholder receives such notice of election.

U.S. Holders of Common Units will be allocated their share of SNMP’s items of income, gain, loss, and deduction for the taxable period of SNMP that includes the date the Common Units are sold pursuant to the exercise of the limited call right. These allocations will be made in accordance with the terms of the Partnership Agreement. A U.S. Holder will be subject to United States federal income taxes on any such allocated income and gain even if such U.S. Holder does not receive a cash distribution from SNMP 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 Common Units held and, therefore, will reduce the gain, or increase the loss, recognized by such U.S. Holder resulting from the sale. Any losses or deductions allocated to a U.S. Holder will decrease the U.S. Holder’s tax basis in the Common Units held and, therefore, will increase the gain, or reduce the loss, recognized by such U.S. Holder resulting from the sale.

If Stonepeak holds more than 80% of the outstanding Common Units, whether as a result of Common Unit PIK Distributions, the exercise of the Warrant or other acquisition of Common Units, and completes the Stonepeak LCR Transfer Stonepeak will be able to cause the General Partner or a controlled affiliate of the General Partner to exercise the limited call right. If the limited call right is exercised, then following such exercise there will be no public market for the Common Units and no Common Unitholders other than Stonepeak, and the Common Units will be delisted from the NYSE American.

Because Stonepeak is an affiliate of SNMP, the Common Unit PIK Distributions and the potential exercise of the limited call right constitute a “going private” transaction for purposes of Rule13e-3 under the Exchange Act. Rule13e-3 requires, among other things, that certain financial information concerning SNMP and certain information relating to the fairness of the Transactions and the consideration offered to public Common Unitholders be filed with the SEC and disclosed to such public Common Unitholders prior to the consummation of the exercise of the limited call right. SNMP has provided such information in this Disclosure Statement.

For illustrative purposes only, if the limited call right were exercise on the date of this Disclosure Statement, based on the average of the daily closing prices on the NYSE American for the 20 consecutive trading days immediately prior to the date of this Disclosure Statement, Stonepeak estimates that the total amount funds required for the General Partner or a controlled affiliate of the General Partner to purchase all of the outstanding Common Units (other than Common Units held by the General Partner or its controlled affiliates), and to pay related fees and expenses, would be approximately $9.8 million. Stonepeak would provide the General Partner with sufficient funds to complete the exercise of the limited call right. The General Partner expects to fund these payments through either a capital contribution or an intercompany loan from Stonepeak. Stonepeak expects that it would use cash then on hand to fund any such contribution or intercompany loan.

As of the date of this Disclosure Statement, ETRN has not acquired the EQGP Common Units subject to the Unit Purchase Agreements and has not exercised the Limited Call Right. However, the execution of the Unit Purchase Agreements may be deemed to constitute a step towards one or more transactions that may constitute a "Rule13e-3 transaction" under the rules and regulations of the United States Securities and Exchange Commission (the SEC) pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act). Accordingly, no Closings will occur until at least 30days after the initial filing of this Transaction Statement with the SEC. This Disclosure Statement is being provided to holders of EQGP Common Units in order to satisfy the requirements of Rule13e-3 in connection with the consummation of the Unit Purchases.

As of the date of this Disclosure Statement, ETRN and its affiliates beneficially own 276,008,766 EQGP Common Units, representing an approximate 91.3% limited partner interest in EQGP, and the entire non-economic general partner interest in EQGP. ETRN is acquiring the EQGP Common Units in the Unit Purchases for the purpose of obtaining a sufficient number of EQGP Common Units to permit it to exercise the Limited Call Right. ETRN desires to exercise the Limited Call Right in order to take EQGP private and to simplify ETRN's corporate structure. See Purpose of and Reasons for the Transactions; Plans for EQGP After the Transactions; Consideration of Alternatives beginning on page9 for more information.

2018 was approximately $300.0million, and for the nine months then ended it had net income attributable to limited partners of approximately $267.7million. Assuming ETRN owned 91.3% of the EQGP Common Units throughout 2017, ETRN's interest in EQGP's net book value attributable to common unitholders and net income attributable to limited partners would have been approximately $273.9million and $244.4million, respectively. Following consummation of the exercise of the Limited Call Right, ETRN's interest in those items will increase to 100%, and ETRN will be entitled to all other benefits resulting from its 100% ownership of the limited partnership interests of EQGP, including all income generated by EQGP's operations that is attributed to limited partners and any future increase in EQGP's value attributed to common unitholders. Similarly, ETRN will bear all of the risk of losses generated by EQGP's operations and any decrease in the value of EQGP after the Unit Purchases and the exercise of the Limited Call Right. Upon consummation of the exercise of the Limited Call Right, EQGP will become a privately-held limited partnership. Accordingly, former holders of EQGP Common Units will not have the opportunity to participate in the earnings and growth of EQGP after Unit Purchases and the exercise of the Limited Call Right. Similarly, former holders of EQGP Common Units will not face the risk of losses generated by EQGP's operations or decline in the value of EQGP after the Unit Purchases and the consummation of the exercise of the Limited Call Right. If the Limited Call Right cannot be exercised after the Unit Purchases are completed, then the EQGP Common Units not purchased pursuant to the Unit Purchases will remain outstanding and the holders of these EQGP Common Units will continue to participate in the earnings and growth of EQGP and will be subject to potential losses generated by EQGP's future operations or a decline in the trading price of the EQGP Common Units.

If the Transactions are not consummated for any reason, holders of EQGP Common Units will not receive any payment for their EQGP Common Units in connection with the Unit Purchases or the exercise of the Limited Call Right. Instead, EQGP will remain a public company and the EQGP Common Units will continue to be listed for trading on the NYSE. In addition, if the Transactions are not consummated for any reason, we expect that EQGP management will operate the EQGP business in a manner similar to that in which it is being operated today and that holders of EQGP Common Units will continue to be subject to the same risks and opportunities as they currently are, including, among other things, that EQGP's operations (conducted through EQM and its operating subsidiaries) can be materially affected by competition in its target markets and by overall market conditions, among other factors. Accordingly, if the Transactions are not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your EQGP Common Units. From time to time, the EQGP Board will evaluate and review, among other things, the business operations, properties, distribution policy and capitalization of EQGP and make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stakeholder value. If the Transactions are not consummated for any reason, there can be no assurance that any other transaction acceptable to EQGP will be offered, or that the business, prospects or results of operations of EQGP will not be adversely impacted.

ETRN has retained American Stock Transfer& Trust Company,LLC to serve as the Paying Agent for the Limited Call Right. The Paying Agent will receive reasonable and customary compensation for its services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection with its services, including certain liabilities and expenses under United States federal securities laws.

(a) Call Right. At any time, Propco shall have the right to exercise the Call Right in accordance with the procedures set forth in this Section2.

(h) Debt Limitations. In the event a Debt Limitation limits the exercise of the Call Right by Propco at any time, Owner shall use commercially reasonable efforts to obtain waivers or amendments under the applicable debt agreements to waive the Debt Limitation or refinance such applicable debt in order to permit the consummation of the transactions pursuant to the Call Right. In addition, with respect to any debt agreements applicable to the Property that are amended, restated, supplemented or entered into after the date hereof, Owner shall use commercially reasonable efforts to ensure that no Debt Limitations shall be applicable to the Property thereafter.

Appraisal rights are not available in connection with the exercise of the Limited Call Right. Unlike the stock of a corporation, the Delaware law governing limited partnerships does not provide for appraisal rights unless such rights are contained in the partnership agreement. The EQGP Partnership Agreement does not provide for any rights to appraisal. See The Transactions—Appraisal Rights; “Going-Private” Rulesbeginning on page32.

The foregoing discussion summarizes the material factors considered by the ETRN Board in its consideration of the Unit Purchases and, if available, the subsequent exercise of the Limited Call Right. In view of the wide variety of factors considered by the ETRN Board, the amount of information considered and the complexity of these matters, the ETRN Board did not find it practicable to, and did not attempt to, rank, quantify, make specific assignments of, or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, individual members of the ETRN Board may have given different weights to different factors. The ETRN Board considered these factors as a whole, and in their totality considered them to be favorable to, and support, its determination to authorize the Transactions.

The ETRN Board has not considered any non-public financial projections in evaluating the Unit Purchases and the exercise of the Limited Call Right. As part of EQT’s ordinary course preparations for its quarterly earnings release for the third quarter ended September30, 2018, EQT’s management prepared and publicly announced certain financial results for such quarter on October25, 2018, which included guidance for EQM for the full-year 2018 (the EQM 2018 Guidance) and growth projections for the years 2019 through 2021 (the Growth Projections, and together with the EQM 2018 Guidance, the Guidance). ETRN has included a summary of the Guidance in this Disclosure Statement because EQGP derives all of its income from cash distributions made by EQM.

If the Limited Call Right is exercised, holders of EQGP Common Units not party to the Unit Purchase Agreements will receive cash in an amount equal to the greater of (i)the average of the daily closing price per EQGP Common Unit for the 20 consecutive trading days immediately prior to the date three business days prior to the date that the notice of exercise of the Limited Call Right is delivered pursuant to the EQGP Partnership Agreement and (ii)the highest price paid by the EQGP General Partner or any of its affiliates for any such EQGP Common Unit purchased during the 90-day period preceding the date that such notice is mailed. Therefore, if after the Unit Purchases are completed ETRN exercises or causes the EQGP General Partner to exercise the Limited Call Right, the only differences between sales of EQGP Common Units in the Unit Purchases and sales of EQGP Common Units pursuant to the exercise of the Limited Call Right is that sales in the Unit Purchases will be paid earlier and will have the potential to receive a lower price per EQGP Common Unit to the extent that the EQGP Common Units trade higher prior to the exercise of the Limited Call Right. If the Limited Call Right cannot be exercised after some, but not all, Unit Purchases are completed, holders of EQGP Common Units not acquired in the completed Unit Purchases will remain holders of such units and will be subject to changes in the future trading prices in the EQGP Common Units. See —Stock Exchange Listing below.

ETRN intends to use the cash proceeds from a newly issued Term Loan B to finance the Private Purchases and the purchases pursuant to the Limited Call Right. ETRN has secured committed financing in support of these purchases.

Guggenheim Securities, LLC and Goldman Sachs& Co. LLC acted as financial advisors to ETRN. Both advisors also provided committed financing in support of the Private Purchases and the exercise of the Limited Call Right. Baker Botts L.L.P. acted as legal counsel to ETRN.

Appraisal rights are not available in connection with the offer or the exercise of the limited call right. Unlike the stock of a corporation, the Delaware law governing limited partnerships does not provide for appraisal rights unless such rights are contained in the partnership agreement. The PennTex Partnership Agreement does not provide for any rights to appraisal. See The Tender Offer—Appraisal Rights; “Going-Private” Rules beginning on page 29.

ETP does not believe that any state takeover laws purport to apply to the offer or the exercise of the limited call right. Accordingly, ETP has not taken any action to comply with any state takeover statute or regulation. ETP reserves the right to challenge the applicability or validity of any state law purportedly applicable to the offer or the exercise of the limited call right, and nothing in this Offer to Purchase or any action taken in connection with the offer or the exercise of the limited call right is intended as a waiver of such right. If it is asserted that any state takeover statute is applicable to the offer or the exercise of the limited call right and if an appropriate court does not determine that it is inapplicable or invalid as applied to the offer or the exercise of the limited call right, ETP might be required to file certain information with, or to receive approvals from, the relevant state authorities, and ETP might be unable to accept for payment or pay for PennTex common units tendered pursuant to the offer (assuming that the minimum tender condition is met), or be delayed in consummating the offer or the exercise of the limited call right. In such case, ETP may not be obliged to accept for payment or pay for any PennTex common units tendered pursuant to the offer. See The Tender Offer—Conditions to the Offer.

The foregoing discussion summarizes the material factors considered by the board of directors of ETP’s general partner in its consideration of the offer and, if available, the subsequent exercise of the limited call right. In view of the wide variety of factors considered by the board of directors of ETP’s general partner, the amount of information considered and the complexity of these matters, the board of directors of ETP’s general partner did not find it practicable to, and did not attempt to, rank, quantify, make specific assignments of, or otherwise assign relative weights to the specific factors considered in reaching its determination. In addition, individual members of the board of directors of ETP’s general partner may have given different weights to different factors. The board of directors of ETP’s general partner considered these factors as a whole, and in their totality considered them to be favorable to, and support, its determination.

As a result of the offer, ETP’s interest in PennTex’s net book value and net income or loss will increase to the extent of the number of PennTex common units that it acquires. For example, according to the Annual Report on Form 10-K filed by PennTex with the SEC for the year ended December31, 2016, PennTex’s net book value as of December31, 2016 was approximately $218 million, and for the year then ended it had net income attributable to limited partners of approximately $9.3 million. Assuming ETP owned 32.35% of the PennTex common units throughout 2016, ETP’s interest in PennTex’s net book value and net income attributable to limited partners would have been approximately $70.52 million and $3.01 million, respectively. Following consummation of the exercise of the limited call right, ETP’s interest in those items will increase to 100%, and ETP will be entitled to all other benefits resulting from ETP’s 100% ownership of PennTex, including all income generated by PennTex’s operations and any future increase in PennTex’s value. Similarly, ETP will bear all of the risk of losses generated by PennTex’s operations and any decrease in the value of PennTex after the offer and the exercise of the limited call right. Upon consummation of the exercise of the limited call right, PennTex will become a privately-held limited partnership. Accordingly, former holders of PennTex common units will not have the opportunity to participate in the earnings and growth of PennTex after the offer and the exercise of the limited call right. Similarly, former holders of PennTex common units will not face the risk of losses generated by PennTex’s operations or decline in the value of PennTex after the offer and the exercise of the limited call right. If the limited call right provided in the PennTex Partnership Agreement cannot be exercised after the offer is completed, then the PennTex common units not tendered and accepted for purchase will remain outstanding and the holders of these PennTex common units will continue to participate in the earnings and growth of PennTex and will be subject to potential losses generated by PennTex’s future operations or a decline in the trading price of the PennTex common units.

If the limited call right is exercised, holders of PennTex common units not tendering their PennTex common units in the offer will receive cash in an amount equal to the greater of the price per PennTex common unit paid in the offer and the average of the daily closing price on the Nasdaq for the 20 trading days immediately prior to the date that is three business days prior to the date that notice of the exercise of the limited call right is delivered pursuant to the PennTex Partnership Agreement. Therefore, if after the offer is completed ETP exercises or causes the PennTex General Partner to exercise the limited call right provided in the PennTex Partnership Agreement, the only differences between tendering and not tendering your PennTex common units in the offer is that tendering holders of PennTex common units will be paid earlier and will have the potential to receive a greater price per PennTex common unit to the extent that the PennTex common units trade higher prior to the exercise of the limited call right. If the limited call right cannot be exercised after the offer is completed, holders of PennTex common units not accepted for purchase in the offer will remain holders of such units and will be subject to changes in the future trading prices in the PennTex common units. See “—Stock Exchange Listing” below.

If registration of the PennTex common units under the Exchange Act is not terminated prior to the exercise of the limited call right, then the registration of the PennTex common units under the Exchange Act and the listing of the PennTex common units on the Nasdaq will be terminated following the completion of the exercise of the limited call right. If the limited call right provided in the PennTex Partnership Agreement is not exercisable and the PennTex common units cease trading on a national securities exchange or otherwise cease to be subject to the reporting requirements under Section15 of the Exchange Act, then ETP will nonetheless cause PennTex to continue to file annual, quarterly and current reports as though the PennTex common units were subject to Section15 of the Exchange Act.

Because ETP is an affiliate of PennTex, the offer and the exercise of the limited call right constitute a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act. Rule 13e-3 requires, among other things, that certain financial information concerning PennTex and certain information relating to the fairness of the offer and the exercise of the limited call right and the consideration offered to minority holders of PennTex common units be filed with the SEC and disclosed to minority holders of PennTex common units prior to the consummation of the exercise of the limited call right. ETP has provided such information in this Offer to Purchase.

connection with the offer or the exercise of the limited call right is intended as a waiver of such right. If it is asserted that any state takeover statute is applicable to the offer or the exercise of the limited call right and if an appropriate court does not determine that it is inapplicable or invalid as applied to the offer or the exercise of the limited call right, ETP might be required to file certain information with, or to receive approvals from, the relevant state authorities, and ETP might be unable to accept for payment or pay for PennTex common units tendered pursuant to the offer, or be delayed in consummating the offer or the exercise of the limited call right. In such case, ETP may not be obliged to accept for payment or pay for any PennTex common units tendered pursuant to the offer.

The Call Right Agreements provide our Operating Partnership with the opportunity to acquire Harrah’s Atlantic City, Harrah’s New Orleans and Harrah’s Laughlin from CERP or CGP, as applicable. Our Operating Partnership can exercise the call rights within five years from the Formation Date by delivering a request to the applicable owner of the property containing evidence of our ability to finance the call right. The purchase price for each property will be 10 multiplied by the initial property lease rent for the respective property, with the initial property lease rent for each property being the amount that causes the ratio of (x) EBITDAR of the property for the most recently ended four quarter period for which financial statements are available to (y) the initial property lease rent to equal 1.67.

(a) Owner and its Affiliates shall have the right, but not the obligation, to construct a Convention Center anywhere in the Geographical Area, provided, however, during the No-Build Period, neither Owner nor any of Owner’s Affiliates shall construct a new Convention Center (as opposed to expansions of existing Convention Centers existing on the date hereof) anywhere in the Geographical Area unless the Convention Center Construction Conditions with respect to such Convention Center are satisfied. For the avoidance of doubt, this Agreement does not restrict Owner or its Affiliates from building any improvements on the Designated Land and does not require Owner and its Affiliates to build any improvements on the Designated Land. From and after the No-Build Period, the Convention Center Construction Conditions shall cease and Owner and its Affiliates shall have the right, but not the obligation, to construct any Convention Center in the Geographical Area without restriction, but subject to and upon the other terms and conditions of this Agreement including, without limitation, VICI’s Call Right. Nothing contained herein shall affect or be deemed to affect the Parties’ and their Affiliates’ respective rights and obligations under: (i)that certain Amended and Restated Right of First Refusal Agreement dated as of October6, 2017, between Caesars Entertainment Corporation, a Delaware corporation, and VICI Properties L.P., a Delaware limited partnership, as modified by that certain Amended and Restated ROFR (as such term is defined in the HLV Property PSA), or (ii)any of the Existing Leases (as such term is defined in the HLV Lease).

(a) Call Right. Provided that clauses (1), (2) and (3) (excluding clauses (x)and (y) thereof) of the Put/Call Convention Center Conditions have been satisfied, the Call Right Rent Coverage Condition has been satisfied, the HLV Lease shall be in full force and effect, Landlord (as defined in the HLV Lease) shall not be in material uncured default under the HLV Lease, and VICI is not in material default hereunder (and, for the avoidance of doubt, it shall not be deemed a material default if a VICI LD Default occurred and thereafter VICI paid the Owner Liquidated Damages Amount), then, at any time during the VICI Election Period, VICI shall have the right to exercise the Call Right in accordance with the procedures set forth in this Section5.

3.No Fractional Units or Scrip. No fractional Units or scrip representing fractional Units shall be issued upon the exercise of the Call Right. The Call Right shall be rounded up to the next whole Unit in the event of any adjustments to the Company’s Units as provided for in Sections 4(c) and 4(d).

(b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco of its intention to exercise such right at least 45 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of Canco or any other voluntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date and at least 30 days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of Canco or any other involuntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs. The RTO Acquiror will or will cause the Transfer Agent to notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror or Callco may exercise the Liquidation Call Right. If RTO Acquiror and/or Callco exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount.

3.1 Liquidation Call Right. Subject to the requirements of Section3.2, Callco shall have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Exchangeco and notwithstanding Article6 of the Exchangeable Share Provisions, to purchase from all, but not less than all, of the Exchangeable Shareholders (other than any Exchangeable Shareholder which is an Affiliate of GMS) on the Liquidation Date all, but not less than all, of the Exchangeable Shares held by each such Exchangeable Shareholder on payment by Callco to each such Exchangeable Shareholder an amount per Exchangeable Share equal to the Exchangeable Share Consideration applicable on the Business Day prior to the Liquidation Date (the “Liquidation Call Purchase Price”). In the event of the exercise of the Liquidation Call Right by Callco, each Exchangeable Shareholder (other than any Exchangeable Shareholder which is an Affiliate of GMS) shall be obligated to sell all the Exchangeable Shares held by such Exchangeable Shareholder to Callco on the Liquidation Date on payment by Callco to the Exchangeable Shareholder of the Liquidation Call Purchase Price less any amounts on account of tax required or permitted (to the extent that absent such permitted withholding, the payor would be liable for taxes, interest and/or penalties in connection with the payment) to be deducted and withheld therefrom under applicable law for each such Exchangeable Share and Exchangeco shall have no obligation to pay the Liquidation Amount to the holders of such Exchangeable Shares so purchased by Callco.

3.2 Notice of Exercise of Liquidation Call Right. To exercise the Liquidation Call Right, Callco must notify the Exchangeable Shareholders and Exchangeco of Callco’s intention to exercise such right at least thirty (30) days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of Exchangeco and at least five (5)Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of Exchangeco. If Callco duly exercises the Liquidation Call Right in accordance with Sections 3.1, 3.2 and 3.3, on the Liquidation Date, Callco will purchase and the Exchangeable Shareholders (other than any Exchangeable Shareholder which is an Affiliate of GMS) will sell all of the Exchangeable Shares then outstanding for a price per Exchangeable Share equal to the Liquidation Call Purchase Price which price shall be satisfied in the manner set forth in Section3.3, and Exchangeco will not redeem the Exchangeable Shares held by such Exchangeable Shareholders in accordance with Article6 of the Exchangeable Share Provisions.

4.2 Notice of Exercise of Redemption Call Right. To exercise the Redemption Call Right, Callco must notify (i)Exchangeco of Callco’s intention to exercise such right within five (5)Business Days of receiving the Redemption Notice from Exchangeco in accordance with Section8.2(a)of the Exchangeable Share Provisions and (ii)the Exchangeable Shareholders in accordance with Subsection 8.2(b)of the Exchangeable Share Provisions as if references to Exchangeco therein were to Callco. If Callco exercises the Redemption Call Right then, on the Redemption Date or the Later Redemption Date, as applicable, Callco will purchase and the Exchangeable Shareholders (other than any Exchangeable Shareholder which is an Affiliate of GMS) will sell all of the Exchangeable Shares then outstanding on the Redemption Date or the Later Redemption Date, as applicable, for a price per Exchangeable Share equal to the Redemption Call Purchase Price.

5.1 Retraction Call Right. Upon receipt by Exchangeco of a Retraction Request, Exchangeco shall immediately notify GMS and Callco in writing thereof (a “Retraction Call Notice”) and shall provide to GMS and Callco a copy of the Retraction Request. Upon receipt by Callco of a Retraction Call Notice, Callco shall have the overriding right (the “Retraction Call Right”), notwithstanding Article7 of the Exchangeable Share Provisions, to purchase from each such Exchangeable Shareholder that has delivered a Retraction Request on the Retraction Date all but not less than all of the Exchangeable Shares held by each such Exchangeable Shareholder on payment by Callco to each such Exchangeable Shareholder of an amount per Exchangeable Share (the “Retraction Call Purchase Price”) equal to the Exchangeable Share Consideration on the last Business Day prior to the Retraction Date.

1. Assignment of Call Right. The Partnership hereby assigns to TNGP the Call Right, in its entirety, in accordance with Section17.1 of the Partnership Agreement.

(c) If (a)a Change of Control Transaction or a Revaluation Event (as defined below) is consummated within twelve (12)months following the exercise by the Company of the Call Right and (b)the implied value of a Restricted Share in connection with such Change of Control Transaction or Revaluation Event, based on the amount that the Holder would have been entitled to pursuant to the Certificate of Incorporation upon a distribution following the hypothetical liquidation of the Company (based on the equity value of the Company as a whole implied by such Change of Control Transaction or Revaluation Event) as though the Holder had continued to hold such Restricted Share as of the date of such Change of Control Transaction or Revaluation Event (but had ceased to be an employee prior to such Change of Control Transaction or Revaluation Event) (the “Corporate Event Value”) is greater than the Call Price paid to such Holder, then, upon the consummation of such Change of Control Transaction or such Revaluation Event, Holder shall be entitled to receive an additional cash payment equal to (i)the number of Restricted Shares subject to the Call Right, multiplied by (ii)the excess of (x)the Corporate Event Value over (y)the Call Price. Such additional payment shall be made to Holder within sixty (60)days following the consummation of such Change in Control Transaction or Revaluation Event using the methods set forth in Section6(f) and shall represent additional purchase price paid for the Restricted Shares subject to the exercised Call Right. For purposes of this Agreement, “Revaluation Event” means the consummation of a bona fide equity financing or other equity issuance (which shall include, for the avoidance of doubt, any merger, consolidation or similar transaction with an unaffiliated third party in which equity or quasi-equity securities of the Company are issued as consideration), as a result of which an equity value is implied to the Company as a whole (and not, for the avoidance of doubt, to the equity or quasi-equity security issued in connection with such equity financing or other equity issuance), other than a Change of Control Transaction.

(B)Call Right. A “Call Right” shall give the Company the right, but not the obligation, to purchase from the holder all, or any whole number less than all, of the shares of Common Stock to which the Call Right is applicable and, upon exercise of the Call Right as provided herein and subject to the terms and conditions set forth herein, the holder shall sell and the Company shall purchase the shares of Common Stock for which the Call Right is exercised.

Accordingly, the General Partner and its affiliates will be entitled to exercise this call right after the consummation of the Offer. Pursuant to the partnership agreement, the General Partner is not obligated to obtain a fairness opinion regarding the value of the Common Units of CVR Refining to be repurchased by it upon exercise of the call right. Pursuant to the partnership agreement, the General Partner may use its own discretion, free of fiduciary duty restrictions, in determining whether to exercise the call right. The General Partner and its affiliates (including CVI and Icahn Enterprises L.P. and its affiliates) have stated that they have no current plans to exercise the call right at this time or upon the consummation of the Offer. However, there can be no assurance that the General Partner and its affiliates will not exercise the call right in the future.

Upon receipt by Canadian ExchangeCo. or its transfer agent of a retraction request and certificate(s) representing the 2012 Exchangeable Shares to be redeemed or the equivalent thereof, if any, Canadian ExchangeCo. will immediately provide notice of such request to us and Callco. Instead of Canadian ExchangeCo. redeeming the retracted shares, and provided that the retraction request is not revoked by the holder of 2012 Exchangeable Shares, we will have the right to purchase, and to the extent the right is not exercised by us, Callco will have the right to purchase, all but not less than all of the shares covered by the retraction request, which we refer to as our retraction call right. See the section entitled "—Retraction Call Right" below.

Under the share provisions, each of we and Callco has an overriding retraction call right to acquire all but not less than all of the 2012 Exchangeable Shares that a holder of 2012 Exchangeable Shares requests Canadian ExchangeCo. to redeem on the retraction date. Callco is only entitled to exercise its retraction call right with respect to those holders of 2012 Exchangeable Shares, if any, for which we have not exercised our retraction call right. The purchase price under the retraction call right is satisfied by delivering to the holder of 2012 Exchangeable Shares one share of our common stock for each 2012 Exchangeable Share purchased plus the dividend amount, if any.

At the time of a retraction request by a holder of 2012 Exchangeable Shares, Canadian ExchangeCo. will immediately notify us and Callco and either we or Callco must then advise Canadian ExchangeCo. within five business days if we choose to exercise the retraction call right. If we or Callco do not advise Canadian ExchangeCo. within the five-business day period, Canadian ExchangeCo. will notify the holder as soon as possible thereafter that neither of us will exercise the retraction call right. Unless the holder revokes his or her retraction request, on the retraction date the 2012 Exchangeable Shares that the holder has requested Canadian ExchangeCo. to redeem will be acquired by us or Callco (assuming either we or Callco exercise the retraction call right) or redeemed by Canadian ExchangeCo., as the case may be, in each case for the retraction call purchase price as described in the preceding paragraph.

(a) Call Right. If the Participant’s Service with the Company ceases for any reason, the Company shall have the right (but not an obligation) to call any Shares issued in settlement of the Units on such termination (or at any time thereafter).

(a) Call Right. If the Participant’s Service with the Company ceases for any reason, the Company shall have the right (but not an obligation) to call any Shares acquired upon exercise of this Option.

8.1Corporation’s Call Right. The Corporation shall have the right (but not the obligation), subject to the terms and conditions of this Section 8, to repurchase in one or more transactions, and the Participant (or any permitted transferee) shall be obligated to sell any of the Shares acquired upon exercise of the Option at the Repurchase Price (as defined below) (the “Call Right”). To exercise the Call Right, the Corporation must give written notice thereof to the Participant (the “Call Notice”) during the Call Period determined under Section 8.4. The Call Notice is irrevocable by the Corporation and must (a) be in writing and signed by an authorized officer of the Corporation, (b) set forth the Corporation’s intent to exercise the Call Right and contain the total number of Shares to be sold to the Corporation pursuant to the Call Right, and (c) be mailed or delivered in accordance with Section 11.

8.1Corporation’s Call Right. The Corporation shall have the right (but not the obligation), subject to the terms and conditions of this Section8, to repurchase in one or more transactions, and the Participant (or any permitted transferee) shall be obligated to sell any of the Shares acquired upon exercise of the Option at the Repurchase Price (as defined below) (the “Call Right”). To exercise the Call Right, the Corporation must give written notice thereof to the Participant (the “Call Notice”) during the Call Period determined under Section8.4. The Call Notice is irrevocable by the Corporation and must (a)be in writing and signed by an authorized officer of the Corporation, (b)set forth the Corporation’s intent to exercise the Call Right and contain the total number of Shares to be sold to the Corporation pursuant to the Call Right, and (c)be mailed or delivered in accordance with Section11.