INDEMNIFICATION AGREEMENTIndemnification Agreement • April 27th, 2012 • Ute Energy Upstream Holdings LLC • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of [•], 2012 (the “Effective Date”) by and between Ute Energy Corporation, a Delaware corporation (the “Company”), and [•] (the “Indemnitee”).
•] Shares UTE ENERGY CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2012 • Ute Energy Upstream Holdings LLC • Crude petroleum & natural gas • New York
As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for the common stock, par value $0.01 per share (the “Securities”), of Ute Energy Upstream Holdings, LLC, to be converted into Ute Energy Corporation prior to the closing of the offering referred to above, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ow
ASSIGNMENT AND ASSUMPTION AGREEMENTEmployment Agreement • April 27th, 2012 • Ute Energy Upstream Holdings LLC • Crude petroleum & natural gas • Colorado
WHEREAS, Ute Energy LLC (“Ute Parent”) and Gregory S. Hinds (“Executive”) are currently party to that certain employment agreement dated January 6, 2011 and attached hereto as Exhibit A (the “Employment Agreement”);
500,000,000 CREDIT FACILITY CREDIT AGREEMENT Dated as of [ ], 2012 by and among UTE ENERGY CORPORATION, as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES WELLS FARGO BANK, N.A., for itself, as a Lender, as L/C...Credit Agreement • April 27th, 2012 • Ute Energy Upstream Holdings LLC • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of [ ], 2012, by and among Ute Energy Corporation, a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, Wells Fargo Bank, N.A. (in its individual capacity, “Wells Fargo”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swingline Lender) and L/C Issuer, and such Lenders.
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • April 27th, 2012 • Ute Energy Upstream Holdings LLC • Crude petroleum & natural gas • Delaware
This DIRECTOR DESIGNATION AGREEMENT, dated as of February 23, 2012 (this “Agreement”), is entered into by and among UTE ENERGY UPSTREAM HOLDINGS LLC, a Delaware limited liability company to be converted to a corporation and renamed Ute Energy Corporation (the “Company”), UTE ENERGY HOLDINGS LLC, a Delaware limited liability company (the “Tribal Company”), QEP UTE LLC, a Delaware limited liability company (“QEP Ute”), and QR UTE PARTNERS, a Delaware general partnership (“QR Ute” and, together with “QEP Ute,” “Quantum”). The Company, Tribal Company, QR Ute and QEP Ute are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Quantum and the Tribal Company are sometimes referred to in this Agreement individually as a “Sponsor Stockholder” and collectively as the “Sponsor Stockholders.”
LIMITED LIABILITY COMPANY AGREEMENT OF UTE ENERGY UPSTREAM HOLDINGS LLC A DELAWARE LIMITED LIABILITY COMPANY April 28, 2008 PREAMBLELimited Liability Company Agreement • January 5th, 2012 • Ute Energy Upstream Holdings LLC • Delaware
Ute Energy Upstream Holdings LLC, a Delaware limited liability company (the “Company”), was formed pursuant to and in accordance with the Act (defined below) on April 15, 2008.
STAKEHOLDERS’ AGREEMENTStakeholders’ Agreement • January 5th, 2012 • Ute Energy Upstream Holdings LLC • Delaware
This STAKEHOLDERS’ AGREEMENT (this “Agreement”) is dated as of January 4, 2012, and is made by and among UTE ENERGY LLC, a Delaware limited liability company (the “Parent”), UTE ENERGY UPSTREAM HOLDINGS LLC, a Delaware limited liability company and wholly-owned subsidiary of the Parent (the “Registrant”), UTE ENERGY HOLDINGS LLC, a Delaware limited liability company (“Tribal Company”), QEP UTE LLC, a Delaware limited liability company f/k/a QEP Ute Partners, a Delaware general partnership (“QEP Ute”), QR UTE PARTNERS, a Delaware general partnership (“QR Ute” and, together with QEP Ute “Quantum”), and certain members of management and other employees of the Parent (“Ute Management”). Tribal Company, QEP Ute and QR Ute are sometimes referred to in this Agreement collectively as the “Existing Members.” The Existing Members, together with Ute Management, are sometimes referred to in this Agreement as the “Current Interest Holders.”
Letterhead of Ute Energy LLC]Ute Energy Upstream Holdings LLC • April 27th, 2012 • Crude petroleum & natural gas
FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF UTE ENERGY UPSTREAM HOLDINGS LLCUte Energy Upstream Holdings LLC • January 5th, 2012
This FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF UTE ENERGY UPSTREAM HOLDINGS LLC (this “Amendment”) by Ute Energy LLC, a Delaware limited liability company (the “Member”), acting as the sole member of Ute Energy Upstream Holdings LLC, a Delaware limited liability company (the “Company”) is dated to be effective as of January 4, 2012.
