FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEW SOURCE ENERGY PARTNERS L.P.New Source Energy Partners L.P. • February 15th, 2013 • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEW SOURCE ENERGY PARTNERS L.P. dated as of February 13, 2013, is entered into by and between New Source Energy GP LLC, a Delaware limited liability company, as the General Partner, and New Source Energy Corporation, a Delaware corporation, in its capacity as the Organizational Limited 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:
CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2013 AMONG NEW SOURCE ENERGY PARTNERS L.P., AS BORROWER, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO LEAD ARRANGER AND SOLE BOOKRUNNER BMO CAPITAL MARKETSCredit Agreement • February 15th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT dated as of February 13, 2013 is among: New Source Energy Partners L.P., a Delaware limited partnership (the “Borrower”); each of the Lenders from time to time party hereto; and Bank of Montreal (in its individual capacity, “BMO”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW SOURCE ENERGY GP, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF FEBRUARY 13, 2013Limited Liability Company Agreement • February 15th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Liability Company Agreement (as amended, restated, supplemented and otherwise modified from time to time, this “Agreement”) of New Source Energy GP, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of February 13, 2013, to be effective upon and at the time of the closing of the MLP IPO (as defined below) (the “Effective Time”), by New Source Energy Corporation, a Delaware corporation (“New Source Energy”), the David J. Chernicky Trust (the “Chernicky Trust”), and Deylau, LLC, a Delaware limited liability company (“Deylau”). The parties hereto may be referenced individually as a “Member” or “Party” and collectively as “Members” or “Parties.”
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • February 15th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas
This Indemnification Agreement (this “Agreement”) is made and entered into as of this day of , 2013, by and among New Source Energy GP, LLC, a Delaware limited liability company (the “General Partner”); New Source Energy Partners L.P., a Delaware limited partnership (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”); and [DIRECTOR’S NAME] (“Indemnitee”). Each of the defined terms used in this Agreement shall have the definition set forth in Section 14 of this Agreement.
OMNIBUS AGREEMENT BY AND AMONG NEW SOURCE ENERGY CORPORATION, NEW SOURCE ENERGY GP, LLC, AND NEW SOURCE ENERGY PARTNERS L.P.Omnibus Agreement • February 15th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas
This Omnibus Agreement is entered into on, and effective as of, February 13, 2013 (the “Closing Date”), and is by and among New Source Energy Partners L.P., a Delaware limited partnership (the “MLP”), New Source Energy GP, LLC, a Delaware limited liability company and the general partner of the MLP (the “General Partner”) and New Source Energy Corporation, a Delaware corporation (“New Source Energy”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG NEW SOURCE ENERGY CORPORATION, NEW SOURCE ENERGY GP, LLC, AND NEW SOURCE ENERGY PARTNERS L.P.Contribution, Conveyance and Assumption Agreement • February 15th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Oklahoma
This Contribution, Conveyance and Assumption Agreement (this “Agreement”), dated as of February 13, 2013, is entered into by and among New Source Energy Corporation, a Delaware corporation (“New Source Energy”); New Source Energy Partners, L.P. (the “Partnership”), a Delaware limited partnership; and New Source Energy GP, LLC (the “General Partner”), a Delaware limited liability company. The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meaning assigned to such terms in Article I.
DEVELOPMENT AGREEMENTDevelopment Agreement • February 15th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas
This Development Agreement is entered into on, and effective as of, February 13, 2013 (the “Closing Date”), and is by and among New Source Energy Partners L.P., a Delaware limited partnership (the “Partnership”), New Source Energy GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), New Source Energy Corporation, a Delaware corporation (“New Source Energy”), and New Dominion, LLC, an Oklahoma limited liability company (“New Dominion”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 15th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment and Assumption Agreement”) is made and entered into effective on February 13, 2013 (“Effective Date”), by and between New Source Energy Partners L.P., a Delaware limited partnership (“Assignee”) and New Source Energy Corporation, a Delaware corporation (“Assignor”). The Assignee and the Assignor are referred to herein individually as a “Party” and collectively as the “Parties.”
