PostRock Energy Corp Sample Contracts

PostRock Energy Corp – PostRock Receives Notice of Default (March 15th, 2016)

OKLAHOMA CITY -- Mar.  14, 2016 -- PostRock Energy Corporation (OTC PINK:PSTR) (“PostRock”) announced that it has received written notice from the Administrative Agent of the Third Amended and Restated Credit Agreement originally dated December 20, 2012 (the “Credit Agreement”), that the lenders have accelerated the balance of PostRock’s indebtedness and that the entire outstanding principal balance and all interest accrued thereon is immediately due and payable.

PostRock Energy Corp – PostRock Receives Notice of Default (March 3rd, 2016)

OKLAHOMA CITY -- Feb. 29, 2016 -- PostRock Energy Corporation (OTC PINK:PSTR) (“PostRock”) announced that it has received written notice from the Administrative Agent of the Third Amended and Restated Credit Agreement originally dated December 20, 2012 (the “Credit Agreement”), that PostRock is in default of the Credit Agreement.  The default is due to its failure to make the quarterly interest payment due February 11, 2016, and its failure to cure the borrowing base deficiency. The notice was received one day after PostRock’s previous press release from February 25, 2016, which announced that PostRock was unable to reduce the outstanding amount under its credit facility to its borrowing base and that PostRock did not make the last quarterly interest payment.

PostRock Energy Corp – FOURTH AMENDMENT TO POSTROCK ENERGY CORPORATION 2010 LONG-TERM INCENTIVE PLAN (August 7th, 2015)

WHEREAS, PostRock Energy Corporation, a Delaware corporation (the “Company”), has established and maintains the PostRock Energy Corporation 2010 Long-Term Incentive Plan (the “Plan”); and

PostRock Energy Corp – FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (August 6th, 2015)

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) is entered into as of June 24, 2015 among POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation (“PESC”), POSTROCK MIDCONTINENT PRODUCTION,  LLC, a Delaware limited liability company (“MidContinent” and together with PESC, collectively, the “Borrowers” and individually a “Borrower”), the undersigned Guarantors, CITIBANK, N.A., as Administrative Agent and Collateral Agent for the Lenders parties to the hereinafter defined Credit Agreement (in such capacities, the “Administrative Agent” and “Collateral Agent,” respectively) and the undersigned Lenders comprising Required Lenders.

PostRock Energy Corp – At-The-Market Issuance Sales Agreement (February 10th, 2015)

PostRock Energy Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with MLV & Co. LLC, a Delaware limited liability company (“MLV”), as follows:

PostRock Energy Corp – CERTIFICATE OF AMENDMENT of RESTATED CERTIFICATE OF INCORPORATION (January 6th, 2015)

PostRock Energy Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby adopts this Certificate of Amendment (this “Certificate of Amendment”), which amends its Restated Certificate of Incorporation (the “Certificate of Incorporation”), as described below, and does hereby further certify that:

PostRock Energy Corp – NOTICE UNDER RULE 104 OF REGULATION BTR (December 18th, 2014)

As a director or executive officer of PostRock Energy Corporation (the “Corporation”), you are subject to the restrictions under Section 306(a) of the Sarbanes-Oxley Act of 2002 (“SOX”) and the Securities and Exchange Commission regulations, which prohibit certain trades during plan “blackout” periods.

PostRock Energy Corp – FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT DATED DECEMBER 17, 2012 (November 6th, 2014)

This First Amendment To Securities Purchase Agreement Dated December 17, 2012 (the “First Amendment”) is made and entered into this 29th day of July, 2014, by and among PostRock Energy Corporation, a Delaware corporation (“PostRock”), White Deer Energy L.P., a Cayman Islands exempted limited partnership, White Deer Energy TE L.P., a Cayman Islands exempted limited partnership and White Deer Energy, FI L.P. a Cayman Islands exempted limited partnership, (all three White Deer entities together are referred to as the “Investors” and individually as an “Investor”).

PostRock Energy Corp – FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT DATED AUGUST 1, 2012 (November 6th, 2014)

This First Amendment To Securities Purchase Agreement Dated August 1, 2012 (the “First Amendment”) is made and entered into this 29th day of July, 2014, by and among PostRock Energy Corporation, a Delaware corporation (“PostRock”), White Deer Energy L.P., a Cayman Islands exempted limited partnership, White Deer Energy TE L.P., a Cayman Islands exempted limited partnership and White Deer Energy FI L.P. a Cayman Islands exempted limited partnership, (all three White Deer entities together are referred to as the “Investors” and individually as an “Investor”).

PostRock Energy Corp – PREFERRED STOCK EXCHANGE AGREEMENT (October 10th, 2014)

This Preferred Stock Exchange Agreement (this “Agreement”) is made and entered into this 9th day of October, 2014, by and between PostRock Energy Corporation, a Delaware corporation (“PostRock”) and White Deer Energy L.P., a Cayman Islands exempted limited partnership, White Deer Energy TE L.P., a Cayman Islands exempted limited partnership, and White Deer Energy FI L.P., a Cayman Islands exempted limited partnership (collectively, “White Deer” and together with PostRock, the “Parties” and each individually, a “Party”).

PostRock Energy Corp – SETTLEMENT AGREEMENT (April 4th, 2014)

This Settlement Agreement (“Agreement”) is made and entered into as of this 31st day of March, 2014 by (1) Plaintiffs Constellation Energy Partners Management, LLC (“CEPM”), Gary M. Pittman, and John R. Collins (collectively, “Plaintiffs”); (2) Defendants Stephen R. Brunner, Richard S. Langdon, Richard H. Bachmann, John N. Seitz, and Constellation Energy Partners LLC (“CEP” and collectively, the “CEP Defendants”); (3) Defendants Sanchez Oil & Gas Corporation (“SOG”), Sanchez Energy Partners I, LP (“SEPI”), Antonio R. Sanchez III,  and Gerald F. Willinger (collectively, the “Sanchez Defendants” and with the CEP Defendants,  the “Defendants”); (4) PostRock Energy Corporation (“PostRock”); and (5) White Deer Management LLC, White Deer Energy L.P., and Thomas J. Edelman (collectively, the “White Deer Parties”).  Plaintiffs, the CEP Defendants, the Sanchez Defendants, PostRock and the White Deer Parties are collectively referred to as the “Settling Parties.”

PostRock Energy Corp – WARRANT EXCHANGE AGREEMENT (March 28th, 2014)

This Warrant Exchange Agreement (the "Agreement") is made and entered this 27th day of November, 2013, by and between PostRock Energy Corporation ("PostRock") and White Deer Energy L.P., White Deer Energy TW L.P. and White Deer Energy FI L.P. (collectively, "White Deer") pursuant to the following recitations, terms and conditions.

PostRock Energy Corp – REGISTRATION RIGHTS AGREEMENT (March 28th, 2014)

This Registration Rights Agreement (this "Agreement") is made and entered into as of November 1, 2013, by and among PostRock Energy Corporation, a Delaware corporation (together with any successor entity thereto, the "Corporation"), West Star Operating Company, an Oklahoma corporation, and West Star Exploration and Production Company, an Oklahoma corporation (together, the "West Star Stockholders"), and Shalco Energy (Delaware), LLC, a Delaware limited liability company ("Shalco" and, together with the West Star Stockholders, the "Stockholders").

PostRock Energy Corp – Amendment No. 1 to At-The-Market Issuance Sales Agreement (August 29th, 2013)

Reference is made to the At-the-Market Issuance Sales Agreement, dated August 23, 2011, including the Schedules thereto (the “Sales Agreement”), between McNicoll, Lewis & Vlak LLC (n/k/a MLV & Co. LLC) (“MLV”) and PostRock Energy Corporation, a Delaware corporation (the “Company”). All capitalized terms used in this Amendment No. 1 to At-The-Market Issuance Sales Agreement between MLV and the Company (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement. MLV and the Company agree as follows:

PostRock Energy Corp – THIRD AMENDMENT TO POSTROCK ENERGY CORPORATION 2010 LONG-TERM INCENTIVE PLAN (August 14th, 2013)

WHEREAS, PostRock Energy Corporation, a Delaware corporation (the “Company”), has established and maintains the PostRock Energy Corporation 2010 Long-Term Incentive Plan (the “Plan”); and

PostRock Energy Corp – THIRD AMENDMENT TO POSTROCK ENERGY CORPORATION 2010 LONG-TERM INCENTIVE PLAN (May 10th, 2013)

WHEREAS, PostRock Energy Corporation, a Delaware corporation (the “Company”), has established and maintains the PostRock Energy Corporation 2010 Long-Term Incentive Plan (the “Plan”); and

PostRock Energy Corp – THE EXECUTIVE NONQUALIFIED EXCESS PLAN PLAN DOCUMENT (May 9th, 2013)
PostRock Energy Corp – THE EXECUTIVE NONQUALIFIED “EXCESS” PLAN ADOPTION AGREEMENT (May 9th, 2013)

THIS AGREEMENT is the adoption by PostRock Energy Services Corporation (the “Company”) of the Executive Nonqualified Excess Plan (“Plan”).

PostRock Energy Corp – SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (March 12th, 2013)

THIS SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement”) is executed as of December 20, 2012, by POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation (“PESC”), POSTROCK MIDCONTINENT PRODUCTION, LLC, a Delaware limited liability company (“MidContinent”), STP NEWCO, INC., an Oklahoma corporation (“STP”), POSTROCK ENERGY CORPORATION, a Delaware corporation (“PEC”), POSTROCK HOLDCO, LLC, a Kansas limited liability company, (“PR Holdco”), POSTROCK EASTERN PRODUCTION, LLC, a Delaware limited liability company (“Eastern”; PESC, MidContinent, STP, PEC, PR Holdco, and Eastern, together with any other entity that may become a party hereto as provided herein, individually a “Debtor” and collectively the “Debtors”), each of whose address is 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102, in favor of CITIBANK, N.A., as Collateral Agent (hereafter defined) for the benefit of the Beneficiaries (hereafter defined) (the Collate

PostRock Energy Corp – SECOND AMENDED AND RESTATED GUARANTY (PostRock Energy Corporation) (March 12th, 2013)

THIS SECOND AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of December 20, 2012, is made by PostRock Energy Corporation, a Delaware corporation (the “Guarantor”), in favor of CITIBANK, N.A., as administrative agent for the Lenders (as defined below).

PostRock Energy Corp – AMENDED AND RESTATED GUARANTY (Subsidiary) (March 12th, 2013)

THIS AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of December 20, 2012, is made by STP NEWCO, INC., an Oklahoma corporation (“STP”), POST ROCK EASTERN PRODUCTION, LLC, a Delaware limited liability company (“Eastern”), and POST ROCK HOLDCO, LLC, a Kansas limited liability company (“PR Holdco”; STP, Eastern, and PR Holdco collectively called the “Guarantors” and individually called a “Guarantor”), in favor of CITIBANK, N.A., as administrative agent for the Lenders (as defined below).

PostRock Energy Corp – POSTROCK ENERGY CORPORATION 2010 LONG-TERM INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT (March 12th, 2013)

This Restricted Share Award Agreement (the “Agreement”) is made by and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and [            ] (“Participant”).

PostRock Energy Corp – POSTROCK ENERGY CORPORATION 2010 LONG-TERM INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT (March 12th, 2013)

This Option Award Agreement (the “Agreement”) dated [            ], 20        , is made by and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and [            ] (“Participant”).

PostRock Energy Corp – POSTROCK ENERGY CORPORATION 2010 LONG-TERM INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT (March 12th, 2013)

This Restricted Share Award Agreement (the “Agreement”) is made by and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and [            ] (“Participant”).

PostRock Energy Corp – MASTER ASSIGNMENT AND ASSUMPTION (March 12th, 2013)

This Master Assignment and Assumption (the “Master Assignment and Assumption”) is dated as of December 20, 2012 (the “Effective Date”), and is entered into by and between the Assignors (as defined below) and the Assignees (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Existing Credit Agreement or the Amended and Restated Credit Agreement identified below. The Standard Terms and Conditions set forth in Annex I attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Master Assignment and Assumption as if set forth herein in full.

PostRock Energy Corp – POSTROCK ENERGY CORPORATION 2010 LONG-TERM INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT (March 12th, 2013)

This Restricted Share Award Agreement (the “Agreement”) is made by and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and [            ] (“Participant”).

PostRock Energy Corp – THIRD AMENDED AND RESTATED CREDIT AGREEMENT Among POSTROCK ENERGY SERVICES CORPORATION, as a Borrower, POSTROCK MIDCONTINENT PRODUCTION, LLC, as a Borrower, CITIBANK, N.A., as Administrative Agent and Collateral Agent and The Lenders Party Hereto $200,000,000 SENIOR SECURED REVOLVING CREDIT FACILITY CITIBANK, N.A., As Lead Arranger and Sole Bookrunner Dated as of December 20, 2012 (March 12th, 2013)

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 20, 2012, among POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation (“PESC”), POSTROCK MIDCONTINENT PRODUCTION, LLC, a Delaware limited liability company (“MidContinent”; and together with PESC, collectively, the “Borrowers” and individually a “Borrower”), CITIBANK, N.A., individually and as successor Administrative Agent and Collateral Agent (in such capacities the “Successor Administrative Agent”, “Administrative Agent” and “Collateral Agent”), and as successor L/C Issuer, ROYAL BANK OF CANADA, as prior administrative agent, collateral agent and L/C Issuer (in such capacities, the “Original Administrative Agent”, “Original Collateral Agent” and “Original L/C Issuer”), and each of the New Lenders (herein defined) that is a signatory hereto or which becomes a signatory hereto pursuant to Section 10.07.

PostRock Energy Corp – SECOND AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (March 12th, 2013)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (the “Amendment”) dated as of December 20, 2012 (the “Amendment Effective Date”) is entered into by and among ROYAL BANK OF CANADA, in its capacity as resigning administrative agent and resigning collateral agent under the First Lien Credit Agreement (as defined below), CITIBANK, N.A. in its capacity as successor administrative agent and successor collateral agent under the First Lien Credit Agreement for the First Lien Lenders (as defined below) (in such capacities, with its successors and assigns, the “First Lien Agent”), ROYAL BANK OF CANADA, in its capacity as resigning collateral agent under the Intercreditor Agreement (as defined below), CITIBANK, N.A., in its capacity as successor collateral agent under the Intercreditor Agreement for the Secured Parties (in such capacity, with its successors and assigns, the “Collateral Agent”), POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporatio

PostRock Energy Corp – POSTROCK ENERGY CORPORATION 2010 LONG-TERM INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT (March 12th, 2013)

This Option Award Agreement (the “Agreement”) is made by and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and [            ] (“Participant”).

PostRock Energy Corp – POSTROCK ENERGY CORPORATION 2010 LONG-TERM INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT (March 12th, 2013)

This Option Award Agreement (the “Agreement”) dated [            ], 20        , is made by and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and [            ] (“Participant”).

PostRock Energy Corp – POSTROCK ENERGY SERVICES CORPORATION 401(k) PROFIT SHARING PLAN (December 28th, 2012)

The Plan is being restated effective January 1, 2013, and is set forth in this document which is substituted in lieu of the prior document with the exception of any interim compliance amendment and any model amendment. Such amendment(s) shall continue to apply to this restated plan until such provisions are integrated into the plan or such amendment(s) are superseded by another amendment.

PostRock Energy Corp – SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS OF SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK OF POSTROCK ENERGY CORPORATION (December 21st, 2012)

POSTROCK ENERGY CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, DOES HEREBY CERTIFY:

PostRock Energy Corp – WARRANT TO PURCHASE COMMON STOCK (December 21st, 2012)

THIS INSTRUMENT IS ISSUED PURSUANT TO AND SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT, DATED AS OF DECEMBER 17, 2012, AS AMENDED FROM TIME TO TIME, BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTORS REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

PostRock Energy Corp – AMENDMENT NO. 3 TO FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (December 21st, 2012)

This Amendment No. 3, dated December 20, 2012 (this “Amendment”), to the First Amended and Restated Registration Rights Agreement dated as of August 8, 2011 (as amended from time to time, the “Agreement”), by and among PostRock Energy Corporation, a Delaware corporation (together with any successor entity thereto, the “Corporation”), White Deer Energy L.P., a Cayman Islands exempted limited partnership (“White Deer”), White Deer Energy TE L.P., a Cayman Islands exempted limited partnership (“White Deer TE”) and White Deer Energy FI L.P. a Cayman Islands exempted limited partnership (together with White Deer and White Deer TE, the “White Deer Stockholders”) and Constellation Energy Commodities Group, Inc., a Delaware corporation, is made by and among the Corporation and the White Deer Stockholders in accordance with Section 9(b) of the Agreement.

PostRock Energy Corp – Securities Purchase Agreement Dated December 17, 2012 among PostRock Energy Corporation, White Deer Energy L.P., White Deer Energy TE L.P. and White Deer Energy FI L.P. (December 21st, 2012)

SECURITIES PURCHASE AGREEMENT, dated December 17, 2012 (this “Agreement”), by and among PostRock Energy Corporation, a Delaware corporation (the “Company”), White Deer Energy L.P., a Cayman Islands exempted limited partnership (“White Deer”), White Deer Energy TE L.P., a Cayman Islands exempted limited partnership (“White Deer TE”) and White Deer Energy FI L.P. a Cayman Islands exempted limited partnership (together with White Deer and White Deer TE, the “Investors” and each an “Investor”).