LRR Energy, L.P. Sample Contracts

FORM OF CREDIT AGREEMENT dated as of July 22, 2011 among LRE Operating, LLC, as Borrower, LRR Energy, L.P., as Parent Guarantor, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A. as Syndication Agent, BNP Paribas,...
Credit Agreement • August 12th, 2011 • LRR Energy, L.P. • Crude petroleum & natural gas • New York

THIS CREDIT AGREEMENT dated as of July 22, 2011, is among: LRE Operating, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”), LRR Energy, L.P., a limited partnership duly formed and existing under the laws of the Sate of Delaware (the “Parent”); each of the Lenders from time to time party hereto; Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Bank of America, N.A., as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and BNP Paribas, Citibank, N.A. and Royal Bank of Canada, as co-documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).

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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LRR ENERGY, L.P.
LRR Energy, L.P. • March 27th, 2012 • Crude petroleum & natural gas • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LRR ENERGY, L.P., dated as of November 16, 2011, is entered into by and between LRE GP, LLC, a Delaware limited liability company, as the General Partner, and Lime Rock Management LP, 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:

LRR ENERGY, L.P. 9,408,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • November 16th, 2011 • LRR Energy, L.P. • Crude petroleum & natural gas • New York

LRR Energy, L.P., a Delaware limited partnership (the “Partnership”), LRE GP, LLC, a Delaware limited liability company and the sole general partner of the Partnership (the “General Partner”), LRE Operating, LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (the “Operating Subsidiary”), Lime Rock Management LP, a Delaware limited partnership (“Lime Rock Management”), Lime Rock Resources A, L.P., a Delaware limited partnership (“LRR A”), Lime Rock Resources B, L.P., a Delaware limited partnership (“LRR B”), and Lime Rock Resources C, L.P., a Delaware limited partnership (“LRR C” and, together with LRR A and LRR B, “Fund I”), confirm their respective agreements with Wells Fargo Securities, LLC (“Wells Fargo”), Raymond James & Associates, Inc. (“Raymond James”), Citigroup Global Markets Inc. (“Citi”), RBC Capital Markets, LLC (“RBC”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also

CREDIT AGREEMENT dated as of July 22, 2011 among LRE Operating, LLC, as Borrower, LRR Energy, L.P., as Parent Guarantor, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A. as Syndication Agent, BNP Paribas,...
Credit Agreement • November 22nd, 2011 • LRR Energy, L.P. • Crude petroleum & natural gas • New York

THIS CREDIT AGREEMENT dated as of July 22, 2011, is among: LRE Operating, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”), LRR Energy, L.P., a limited partnership duly formed and existing under the laws of the Sate of Delaware (the “Parent”); each of the Lenders from time to time party hereto; Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Bank of America, N.A., as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and BNP Paribas, Citibank, N.A. and Royal Bank of Canada, as co-documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LRE GP, LLC (A Delaware Limited Liability Company) Dated as of November 16, 2011
Limited Liability Company Agreement • November 22nd, 2011 • LRR Energy, L.P. • Crude petroleum & natural gas • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of LRE GP, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of November 16, 2011, to be effective upon and at the time of the closing of the MLP IPO (as defined below) (the “Effective Time”), by Lime Rock Management LP, a Delaware limited partnership (“LRM”), Lime Rock Resources A, L.P., a Delaware limited partnership (“LRR-A”), Lime Rock Resources B, L.P., a Delaware limited partnership (“LRR-B”), Lime Rock Resources C, L.P., a Delaware limited partnership (“LRR-C,” and together with LRR-A and LRR-B, the “Fund I Entities”), Lime Rock Resources II-A, L.P., a Delaware limited partnership (“LRR II-A”), and Lime Rock Resources II-C, L.P., a Delaware limited partnership (“LRR II-C,” and together with LRR II-A, the “Fund II Entities”). The parties hereto shall be referenced individually as a “Party” and collectively as “Parties.”

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG VANGUARD NATURAL RESOURCES, LLC, LIME ROCK MANAGEMENT LP, LIME ROCK RESOURCES A, L.P., LIME ROCK RESOURCES B, L.P., LIME ROCK RESOURCES C, L.P., LIME ROCK RESOURCES II-A, L.P., AND LIME...
Registration Rights Agreement • May 26th, 2015 • LRR Energy, L.P. • Crude petroleum & natural gas • Delaware

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 21, 2015 by and among Vanguard Natural Resources, LLC, a Delaware limited liability company (“Parent”) and each of Lime Rock Management LP, a Delaware limited partnership, Lime Rock Resources A, L.P., a Delaware limited partnership, Lime Rock Resources B, L.P., a Delaware limited partnership, Lime Rock Resources C, L.P., a Delaware limited partnership, Lime Rock Resources II-A, L.P., a Delaware limited partnership, and Lime Rock Resources II-C, L.P., a Delaware limited partnership (collectively, the “Partnership Unitholders” and each, a “Partnership Unitholder”), as holders of outstanding Common Units of LRR Energy, L.P., a Delaware limited partnership (the “Partnership”) and membership interests in LRE GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “Partnership GP”).

THIRD AMENDMENT TO SECOND LIEN CREDIT AGREEMENT
Second Lien Credit Agreement • June 11th, 2014 • LRR Energy, L.P. • Crude petroleum & natural gas • New York

This THIRD AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”) dated effective as of June 6, 2014, is entered into by and among LRE OPERATING, LLC, a Delaware limited liability company (“Borrower”), LRR ENERGY, L.P., a Delaware limited partnership, (“Parent”), the financial institutions party to the Credit Agreement referenced below (each a “Lender” and collectively, the “Lenders”), and WELLS FARGO ENERGY CAPITAL, INC., a Texas corporation, as administrative agent for the benefit of the Lenders (in such capacity, together with its successors in such capacity, “Administrative Agent”).

LRR ENERGY, L.P. Common Units Representing Limited Partner Interests At-the- Market Issuance Sales Agreement
LRR Energy, L.P. • February 4th, 2014 • Crude petroleum & natural gas • New York

LRR Energy, L.P., a Delaware limited partnership (the “Partnership”), LRE GP, LLC, a Delaware limited liability company and the sole general partner of the Partnership (the “General Partner”), and LRE Operating, LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (the “Operating Subsidiary”), confirm their agreement (this “Agreement”), with MLV & Co. LLC (“MLV”), as follows:

AMENDED AND RESTATED PURCHASE, SALE, CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG LIME ROCK RESOURCES A, L.P., LIME ROCK RESOURCES B, L.P., LIME ROCK RESOURCES C, L.P., LRE GP, LLC, LRR ENERGY, L.P. AND LRE OPERATING, LLC
Assumption Agreement • December 20th, 2011 • LRR Energy, L.P. • Crude petroleum & natural gas • Texas

This Amended and Restated Purchase, Sale, Contribution, Conveyance and Assumption Agreement (this “Agreement”), dated effective as of November 16, 2011 (the “Closing Date”), is entered into by and among Lime Rock Resources A, L.P., a Delaware limited partnership (“LRR-A”), Lime Rock Resources B, L.P., a Delaware limited partnership (“LRR-B”), Lime Rock Resources C, L.P., a Delaware limited partnership (“LRR-C,” and together with LRR-A and LRR-B, the “Property Contributors”), LRE GP, LLC, a Delaware limited liability company (the “General Partner”), LRR Energy, L.P., a Delaware limited partnership (the “Partnership”), and LRE Operating, LLC, a Delaware limited liability company (“LRE Operating”). LRR-B and LRR-C are referred to collectively as the “NPI Owners.” 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.

LRR ENERGY, L.P. 6,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • March 22nd, 2013 • LRR Energy, L.P. • Crude petroleum & natural gas • New York

LRR Energy, L.P., a Delaware limited partnership (the “Partnership”), LRE GP, LLC, a Delaware limited liability company and the sole general partner of the Partnership (the “General Partner”), LRE Operating, LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (the “Operating Subsidiary”), and Lime Rock Resources A, L.P., a Delaware limited partnership (“LRR A”), Lime Rock Resources B, L.P., a Delaware limited partnership (“LRR B”), and Lime Rock Resources C, L.P., a Delaware limited partnership (“LRR C” and, together with LRR A and LRR B, the “Selling Unitholders”), confirm their respective agreements with Raymond James & Associates, Inc. (“Raymond James”), Barclays Capital Inc., UBS Securities LLC and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Raymond James, Barclays Capital Inc. and UBS

SERVICES AGREEMENT BY AND BETWEEN LIME ROCK MANAGEMENT LP, LIME ROCK RESOURCES OPERATING COMPANY, INC., LRE GP, LLC, LRR ENERGY, L.P. AND LRE OPERATING, LLC
Services Agreement • November 22nd, 2011 • LRR Energy, L.P. • Crude petroleum & natural gas

THIS SERVICES AGREEMENT (the “Agreement”), is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among LIME ROCK MANAGEMENT LP, a Delaware limited partnership (“LRM”), LIME ROCK RESOURCES OPERATING COMPANY, INC., a Delaware corporation (“OpCo”), LRR ENERGY, L.P., a Delaware limited partnership (the “MLP”), LRE GP, LLC, a Delaware limited liability company and the general partner of the MLP (the “General Partner”), and LRE OPERATING, LLC, a Delaware limited liability company and wholly owned Subsidiary (as defined herein) of the MLP (the “OLLC”).

LRE GP, LLC LONG-TERM INCENTIVE PLAN FORM OF RESTRICTED UNIT AWARD AGREEMENT
Restricted Unit Award Agreement • November 16th, 2011 • LRR Energy, L.P. • Crude petroleum & natural gas • Texas

This Restricted Unit Award Agreement (this “Agreement”) is made and entered into by and between LRE GP, LLC, a Delaware limited liability company (the “Company”), and (the “Participant”). This Agreement is entered into as of the day of , 20 (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.

OMNIBUS AGREEMENT BY AND AMONG LRR ENERGY, L.P., LRE GP, LLC, LRE OPERATING, LLC, LRR GP, LLC, LIME ROCK RESOURCES A, L.P., LIME ROCK RESOURCES B, L.P., LIME ROCK RESOURCES C, L.P. and LIME ROCK MANAGEMENT LP
Omnibus Agreement • November 22nd, 2011 • LRR Energy, L.P. • Crude petroleum & natural gas

THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among LRR ENERGY, L.P., a Delaware limited partnership (the “MLP”), LRE GP, LLC, a Delaware limited liability company and the general partner of the MLP (the “General Partner”), LRE OPERATING, LLC, a Delaware limited liability company and wholly owned subsidiary of the MLP (“OLLC”), Lime Rock Resources A, L.P., a Delaware limited partnership (“LRR A”), Lime Rock Resources B, L.P., a Delaware limited partnership (“LRR B”), Lime Rock Resources C, L.P., a Delaware limited partnership (“LRR C,” and together with LRR A and LRR B, the “Fund Group,” and referred to individually as a “Fund Entity”), LRR GP, LLC, a Delaware limited liability company and the ultimate general partner of each Fund Entity (the “Fund General Partner”), and Lime Rock Management LP, a Delaware limited partnership (“LRM”). The above-named entities are sometimes referred to in this Agreement

PURCHASE AGREEMENT AND PLAN OF MERGER BY AND AMONG VANGUARD NATURAL RESOURCES, LLC, LIGHTHOUSE MERGER SUB, LLC, LIME ROCK MANAGEMENT LP, LIME ROCK RESOURCES A, L.P., LIME ROCK RESOURCES B, L.P., LIME ROCK RESOURCES C, L.P., LIME ROCK RESOURCES II-A,...
Purchase Agreement and Plan of Merger • April 22nd, 2015 • LRR Energy, L.P. • Crude petroleum & natural gas • Delaware

This PURCHASE AGREEMENT AND PLAN OF MERGER, dated as of April 20, 2015 (this “Agreement”), is entered into by and among Vanguard Natural Resources, LLC, a Delaware limited liability company (“Parent”), Lighthouse Merger Sub, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Entities”), Lime Rock Management LP, a Delaware limited partnership (“Management”), Lime Rock Resources A, L.P., a Delaware limited partnership (“LRR A”), Lime Rock Resources B, L.P., a Delaware limited partnership (“LRR B”), Lime Rock Resources C, L.P., a Delaware limited partnership (“LRR C”), Lime Rock Resources II-A, L.P., a Delaware limited partnership (“LRR II-A”), Lime Rock Resources II-C, L.P., a Delaware limited partnership (“LRR II-C” and together with LRR A, LRR B, LRR C and LRR II-A, the “Fund Entities,” and together with Management, the “GP Sellers”), LRR Energy, L.P., a Delaware limited partnership (the “Partner

LIMITED LIABILITY COMPANY AGREEMENT OF LRE GP, LLC
Limited Liability Company Agreement • May 6th, 2011 • LRR Energy, L.P. • Delaware

This Limited Liability Company Agreement (this “Agreement”) of LRE GP, LLC is adopted, executed, and agreed to by the sole Member (as defined below), as of May 5, 2011.

August 12, 2015
LRR Energy, L.P. • August 14th, 2015 • Crude petroleum & natural gas • New York

Reference is hereby made to that certain Second Lien Credit Agreement, dated as of June 28, 2012, among LRE Operating, LLC (the “Borrower”), LRR Energy, L.P. (the “Parent”), the banks and financial institutions from time to time party thereto as lenders (the “Lenders”) and Wells Fargo Energy Capital, Inc., as administrative agent for the Lenders (the “Administrative Agent”) (as amended prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement.

FIRST AMENDMENT TO CREDIT AGREEMENT DATED AS OF SEPTEMBER 30, 2011 AMONG LRE OPERATING, LLC, AS BORROWER, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO
Credit Agreement • November 22nd, 2011 • LRR Energy, L.P. • Crude petroleum & natural gas • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) dated as of September 30, 2011, is among LRE OPERATING, LLC, a Delaware limited liability company (the “Borrower”); WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and the undersigned Lenders.

Re: Amended & Restated Consent Letter Agreement Regarding Declaration of Cash Distribution
Letter Agreement • September 18th, 2015 • LRR Energy, L.P. • Crude petroleum & natural gas • New York

This Amended & Restated Consent Letter Agreement Regarding Declaration of Cash Distribution (this “Letter Agreement”) amends, restates and replaces in its entirety the Existing Letter Agreement, and upon the receipt of executed counterparts of signature pages to this Letter Agreement from the Administrative Agent, the Parent, the Borrower and each Lender, the Existing Letter Agreement shall be of no further force and effect.

FIFTH AMENDMENT TO CREDIT AGREEMENT DATED AS OF MAY 4, 2015 AMONG LRE OPERATING, LLC, AS BORROWER, LRR ENERGY, L.P., AS PARENT, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO
Credit Agreement • May 6th, 2015 • LRR Energy, L.P. • Crude petroleum & natural gas • New York

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”) dated as of May 4, 2015, is among LRE OPERATING, LLC, a Delaware limited liability company (the “Borrower”); LRR ENERGY, L.P., a Delaware limited partnership (the “Parent”); WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders from time to time party to the Credit Agreement referred to below (collectively, the “Lenders”); and the Lenders.

LRE GP, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OCTOBER 5, 2015
Limited Liability Company Agreement • October 5th, 2015 • LRR Energy, L.P. • Crude petroleum & natural gas • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LRE GP, LLC (this “Agreement”), dated October 5, 2015 (the “Effective Time”) is adopted, executed and agreed to by Vanguard Operating, LLC, a Delaware limited liability company (“VNR Operating” or the “Sole Member”), in connection with the ownership and management of LRE GP, LLC (the “Company”), pursuant to the provisions of the Delaware Limited Liability Company Act as amended from time to time (the “Act”).

FIFTH AMENDMENT AND LIMITED WAIVER TO SECOND LIEN CREDIT AGREEMENT
Second Lien Credit Agreement • May 6th, 2015 • LRR Energy, L.P. • Crude petroleum & natural gas • New York

This FIFTH AMENDMENT AND LIMITED WAIVER TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”) dated effective as of May 4, 2015, is entered into by and among LRE OPERATING, LLC, a Delaware limited liability company (“Borrower”), LRR ENERGY, L.P., a Delaware limited partnership (“Parent”), the financial institutions party to the Credit Agreement referenced below (each a “Lender” and collectively, the “Lenders”), and WELLS FARGO ENERGY CAPITAL, INC., a Texas corporation, as administrative agent for the benefit of the Lenders (in such capacity, together with its successors in such capacity, “Administrative Agent”).

FOURTH AMENDMENT TO SECOND LIEN CREDIT AGREEMENT
Second Lien Credit Agreement • October 6th, 2014 • LRR Energy, L.P. • Crude petroleum & natural gas • New York

This FOURTH AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”) dated effective as of October 1, 2014, is entered into by and among LRE OPERATING, LLC, a Delaware limited liability company (“Borrower”), LRR ENERGY, L.P., a Delaware limited partnership (“Parent”), the financial institutions party to the Credit Agreement referenced below (each a “Lender” and collectively, the “Lenders”), and WELLS FARGO ENERGY CAPITAL, INC., a Texas corporation, as administrative agent for the benefit of the Lenders (in such capacity, together with its successors in such capacity, “Administrative Agent”).

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FOURTH AMENDMENT TO CREDIT AGREEMENT DATED AS OF OCTOBER 1, 2014 AMONG LRE OPERATING, LLC, AS BORROWER, LRR ENERGY, L.P., AS PARENT, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO
Credit Agreement • October 6th, 2014 • LRR Energy, L.P. • Crude petroleum & natural gas • New York

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”) dated as of October 1, 2014, is among LRE OPERATING, LLC, a Delaware limited liability company (the “Borrower”); LRR ENERGY, L.P., a Delaware limited partnership (the “Parent”); WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders from time to time party to the Credit Agreement referred to below (collectively, the “Lenders”); and the Lenders.

August 12, 2015
LRR Energy, L.P. • August 14th, 2015 • Crude petroleum & natural gas • New York

Reference is hereby made to that certain Credit Agreement, dated as of July 22, 2011, among LRE Operating, LLC (the “Borrower”), LRR Energy, L.P. (the “Parent”), the banks and financial institutions from time to time party thereto as lenders (the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”) (as amended prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement.

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • April 22nd, 2015 • LRR Energy, L.P. • Crude petroleum & natural gas • Delaware

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 20, 2015, by and among Vanguard Natural Resources, LLC, a Delaware limited liability company (“Parent”), each of Lime Rock Resources A, L.P., a Delaware limited partnership, Lime Rock Resources B, L.P., a Delaware limited partnership, and Lime Rock Resources C, L.P. a Delaware limited partnership (collectively, the “Unitholders” and each, a “Unitholder”), LRR Energy, L.P., a Delaware limited partnership (the “Partnership”), LRE GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “Partnership GP”), and, solely for purposes of Section 3.2, Lime Rock Management LP, a Delaware limited partnership (“Management”), Lime Rock Resources II-A, L.P., a Delaware limited partnership (“LRR II-A”), and Lime Rock Resources II-C, L.P., a Delaware limited partnership (“LRR II-C,” and, together with Management and LRR II-A, the “Non-Fund I GP Sellers”). The parties to this A

TERMINATION AND CONTINUING OBLIGATIONS AGREEMENT
Termination and Continuing Obligations Agreement • October 5th, 2015 • LRR Energy, L.P. • Crude petroleum & natural gas • Delaware

This TERMINATION AND CONTINUING OBLIGATIONS AGREEMENT, dated October 5, 2015 (this “Agreement”), is entered into by and among Vanguard Natural Resources, LLC, a Delaware limited liability company (“Parent”), Lime Rock Management LP, a Delaware limited partnership (“Management”), Lime Rock Resources A, L.P., a Delaware limited partnership (“LRR A”), Lime Rock Resources B, L.P., a Delaware limited partnership (“LRR B”), Lime Rock Resources C, L.P., a Delaware limited partnership (“LRR C” and, together with LRR A and LRR B, the “Fund Entities,” and each referred to individually as a “Fund Entity”), LRR GP, LLC, a Delaware limited liability company and the ultimate general partner of each Fund Entity (the “Fund General Partner”), LRR Energy, L.P., a Delaware limited partnership (the “Partnership”), LRE GP, LLC, a Delaware limited liability company (the “Partnership GP”), and LRE Operating, LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (“OLLC”). Th

Re: Amended & Restated Consent Letter Agreement Regarding Declaration of Cash Distribution
Letter Agreement • September 18th, 2015 • LRR Energy, L.P. • Crude petroleum & natural gas • New York

This Amended & Restated Consent Letter Agreement Regarding Declaration of Cash Distribution (this “Letter Agreement”) amends, restates and replaces in its entirety the Existing Letter Agreement, and upon the receipt of executed counterparts of signature pages to this Letter Agreement from the Administrative Agent, the Parent, the Borrower and each Lender, the Existing Letter Agreement shall be of no further force and effect.

May 21, 2015 LRE GP, LLC LRR Energy, L.P.
Lighthouse Merger Agreement • May 26th, 2015 • LRR Energy, L.P. • Crude petroleum & natural gas
SECOND AMENDMENT TO CREDIT AGREEMENT DATED AS OF JUNE 8, 2012 AMONG LRE OPERATING, LLC, AS BORROWER, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO
Credit Agreement • July 3rd, 2012 • LRR Energy, L.P. • Crude petroleum & natural gas • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) dated as of June 8, 2012, is among LRE OPERATING, LLC, a Delaware limited liability company (the “Borrower”); WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and the undersigned Lenders.

AGREEMENT OF LIMITED PARTNERSHIP OF LRR ENERGY, L.P.
Agreement • May 6th, 2011 • LRR Energy, L.P. • Delaware

This Agreement of Limited Partnership, dated as of May 5, 2011 (this “Agreement”), is entered into and executed by LRE GP, LLC, a Delaware limited liability company, as the General Partner (as defined herein), and Lime Rock Management LP, as the organizational Limited Partner (as defined herein).

SECOND LIEN CREDIT AGREEMENT dated as of June 28, 2012 among LRE Operating, LLC, as Borrower, LRR Energy, L.P., as Parent Guarantor, Wells Fargo Energy Capital, Inc., as Administrative Agent, and The Lenders Party Hereto
Guaranty and Pledge Agreement • July 3rd, 2012 • LRR Energy, L.P. • Crude petroleum & natural gas • New York

THIS SECOND LIEN CREDIT AGREEMENT dated as of June 28, 2012, is among: LRE Operating, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”), LRR Energy, L.P., a limited partnership duly formed and existing under the laws of the Sate of Delaware (the “Parent”); each of the Lenders from time to time party hereto; and Wells Fargo Energy Capital, Inc., a Texas corporation, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LRE GP, LLC (A Delaware Limited Liability Company) Dated as of
Limited Liability Company Agreement • August 12th, 2011 • LRR Energy, L.P. • Crude petroleum & natural gas • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of LRE GP, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of , 2011, to be effective upon and at the time of the closing of the MLP IPO (as defined below) (the “Effective Time”), by Lime Rock Management LP, a Delaware limited partnership (“LRM”), Lime Rock Resources A, L.P., a Delaware limited partnership (“LRR-A”), Lime Rock Resources B, L.P., a Delaware limited partnership (“LRR-B”), Lime Rock Resources C, L.P., a Delaware limited partnership (“LRR-C,” and together with LRR-A and LRR-B, the “Fund I Entities”), Lime Rock Resources II-A, L.P., a Delaware limited partnership (“LRR II-A”), and Lime Rock Resources II-C, L.P., a Delaware limited partnership (“LRR II-C,” and together with LRR II-A, the “Fund II Entities”). The parties hereto shall be referenced individually as a “Member” or “Party” and collectively as “Members” or “Parties.”

STAKEHOLDERS’ AGREEMENT
Stakeholders’ Agreement • May 6th, 2011 • LRR Energy, L.P. • Delaware

This STAKEHOLDERS’ AGREEMENT (this “Agreement”) is dated effective as of May 5, 2011, and is made by and among LRR Energy, L.P. (“LRR Energy”), LRE GP, LLC, the general partner of LRR Energy (the “General Partner”), Lime Rock Resources GP, L.P., (“Lime Rock Resources”), Lime Rock Resources A, L.P. (“LRR-A”), Lime Rock Resources B, L.P. (“LRR-B”), Lime Rock Resources C, L.P. (“LRR-C,” and together with LRR-A and LRR-B, the “Property Contributors”), Lime Rock Management LP (“Lime Rock Management”), Lime Rock Resources GP II, L.P. (“Lime Rock Resources II”), Lime Rock Resources II-A, L.P. (“LRRA-II”) and Lime Rock Resources II-C, L.P. (“LRRC-II,” and together with LRRA-II, the “Fund II Partnerships”). Terms that are capitalized but not defined shall have the meanings assigned to such terms in Article I of this Agreement.

THIRD AMENDMENT TO CREDIT AGREEMENT DATED AS OF JUNE 27, 2012 AMONG LRE OPERATING, LLC, AS BORROWER, LRR ENERGY, L.P., AS PARENT, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO
Credit Agreement • July 3rd, 2012 • LRR Energy, L.P. • Crude petroleum & natural gas • New York

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) dated as of June 27, 2012, is among LRE OPERATING, LLC, a Delaware limited liability company (the “Borrower”); LRR ENERGY, L.P., a Delaware limited partnership (the “Parent”); WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and the undersigned Lenders.

AMENDED AND RESTATED VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • May 26th, 2015 • LRR Energy, L.P. • Crude petroleum & natural gas • Delaware

This AMENDED AND RESTATED VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May 21, 2015, by and among Vanguard Natural Resources, LLC, a Delaware limited liability company (“Parent”), each of Lime Rock Resources A, L.P., a Delaware limited partnership, Lime Rock Resources B, L.P., a Delaware limited partnership, and Lime Rock Resources C, L.P. a Delaware limited partnership (collectively, the “Unitholders” and each, a “Unitholder”), LRR Energy, L.P., a Delaware limited partnership (the “Partnership”), LRE GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “Partnership GP”), and, solely for purposes of Section 3.2, Lime Rock Management LP, a Delaware limited partnership (“Management”), Lime Rock Resources II-A, L.P., a Delaware limited partnership (“LRR II-A”), and Lime Rock Resources II-C, L.P., a Delaware limited partnership (“LRR II-C,” and, together with Management and LRR II-A, the “Non-Fund I GP Sellers”). Th

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