JONES ENERGY HOLDINGS, LLC, JONES ENERGY FINANCE CORP., JONES ENERGY, INC., AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO 9.25% SENIOR NOTES DUE 2023Indenture • February 27th, 2015 • Jones Energy, Inc. • Crude petroleum & natural gas • New York
INDENTURE dated as of February 23, 2015 among Jones Energy Holdings, LLC, a Delaware limited liability company (the “Company”), Jones Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), Jones Energy, Inc., a Delaware corporation (the “Parent”), the Subsidiary Guarantors (as defined) and Wells Fargo Bank, National Association, as trustee.
REGISTRATION RIGHTS AGREEMENT by and among Jones Energy Holdings, LLC, Jones Energy Finance Corp., the Guarantors party hereto, and the Purchasers set forth on Schedule B hereto Dated as of February 23, 2015Registration Rights Agreement • February 27th, 2015 • Jones Energy, Inc. • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 23, 2015, by and among Jones Energy Holdings, LLC, a Delaware limited liability company (“JEH LLC”), and Jones Energy Finance Corp., a Delaware corporation (“Finance Corp” and, together with JEH LLC, the “Issuers”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and the purchasers listed on Schedule B hereto (each a “Purchaser” and, collectively, the “Purchasers”), each of whom has agreed to purchase the Issuers’ 9.25% Senior Notes due 2023 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees are herein collectively referred to as the “Initial Securities.”
AMENDMENT NO. 10 TO CREDIT AGREEMENTCredit Agreement • November 4th, 2016 • Jones Energy, Inc. • Crude petroleum & natural gas • Texas
This CREDIT AGREEMENT dated as of December 31, 2009 is among: JONES ENERGY HOLDINGS, LLC, a Delaware limited liability company, as borrower (the “Borrower”); JONES ENERGY, INC., a Delaware corporation, as the parent company of the Borrower (“Jones Parent”), each of the LENDERS from time to time party hereto; and WELLS FARGO BANK, N.A. (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”).
JONES ENERGY, LLC. EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2019 • Jones Energy, Inc. • Crude petroleum & natural gas • Texas
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of April 2, 2019, between Jones Energy, LLC, a Delaware corporation (the “Company”), and Kirk Goehring (the “Employee”).
JONES ENERGY HOLDINGS, LLC, JONES ENERGY FINANCE CORP., JONES ENERGY, INC., AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO 9.250% SENIOR SECURED FIRST LIEN NOTES DUE 2023Indenture • February 16th, 2018 • Jones Energy, Inc. • Crude petroleum & natural gas • New York
INDENTURE dated as of February 14, 2018 among Jones Energy Holdings, LLC, a Delaware limited liability company (the “Company”), Jones Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), Jones Energy, Inc., a Delaware corporation (the “Parent”), the Subsidiary Guarantors (as defined), UMB Bank, N.A., as trustee, and Wells Fargo Bank, National Association, as Collateral Agent.
JONES ENERGY, INC.] [JONES ENERGY HOLDINGS, LLC] [JONES ENERGY FINANCE CORP.] AND ANY GUARANTORS PARTY HERETOIndenture • June 8th, 2017 • Jones Energy, Inc. • Crude petroleum & natural gas • New York
INDENTURE dated as of , among [JONES ENERGY, INC., a Delaware corporation][JONES ENERGY HOLDINGS, LLC, a Delaware limited liability company][JONES ENERGY FINANCE CORP., a Delaware corporation] (the “Company”), any Guarantors (as defined herein) party hereto and [ ], as trustee (the “Trustee”).
Jones Energy, Inc. 21,000,000 Shares of Class A Common Stock Underwriting AgreementJones Energy, Inc. • August 25th, 2016 • Crude petroleum & natural gas • New York
Jones Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 21,000,000 shares of Class A Common Stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,150,000 shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • July 30th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 29, 2013, is hereby entered into by and among Jones Energy, Inc., a Delaware corporation (the “Corporation”), Jones Energy Holdings, LLC, a Delaware limited liability company (“Holdings”), and each of the Members (as defined herein).
JONES ENERGY, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AND STOCKHOLDERS AGREEMENT DATED AS OF MAY 2, 2017Registration Rights and Stockholders Agreement • May 5th, 2017 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
This Amended and Restated Registration Rights and Stockholders Agreement, dated as of May 2, 2017 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is among Jones Energy, Inc., a Delaware corporation (the “Company”), the Jones Holders (as such term is defined herein), the Metalmark Holders (as such term is defined herein) and the JVL Holders (as such term is defined herein).
JONES ENERGY, LLC SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2019 • Jones Energy, Inc. • Crude petroleum & natural gas • Texas
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 14, 2019 and effective as of December 12, 2018, is entered into between Jones Energy, LLC, a Texas limited liability company (the “Company”), and Carl F. Giesler, Jr. (the “Employee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 7th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is entered into as of the day of , 2013 by and between Jones Energy, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED FIRM CRUDE OIL GATHERING AND TRANSPORTATION AGREEMENT October 23, 2015 MONARCH OIL PIPELINE, LLC “GATHERER” AND JONES ENERGY, LLC “SHIPPER”Gathering and Transportation Agreement • March 9th, 2016 • Jones Energy, Inc. • Crude petroleum & natural gas • Texas
The rates published in this tariff (“Tariff”) are for the gathering and transportation of Crude Oil by Monarch Oil Pipeline, LLC (“Carrier”) on the Facilities, subject to the terms, conditions, rules and regulations (“Rules and Regulations”) set forth below to be effective as of , (“Effective Date”).
PERFORMANCE UNIT AWARD AGREEMENT (Cash Award) January 1, 2017 - December 31, 2019 Performance Period Under the JONES ENERGY, INC. 2013 OMNIBUS INCENTIVE PLAN (As Amended and Restated May 4, 2016)Performance Unit Award Agreement • May 5th, 2017 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Award”) is made as of _________, 2017 (the “Grant Date”), by and between Jones Energy, Inc., a Delaware corporation (the “Company”), and ____________ (the “Grantee”).
JONES ENERGY HOLDINGS, LLCLimited Liability Company Agreement • August 26th, 2016 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Jones Energy Holdings, LLC, a Delaware limited liability company (the “Company”), dated and effective as of August 26, 2016 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Company and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to any Member shall include such Member’s Successors in Interest to the extent such Successors in Interest have become Substituted Members in accordance with the provisions of this Agreement.
ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • June 7th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Texas
THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of the 12th day of April, 2011, by and between, Jones Energy Holdings, LLC, a Delaware limited liability company (the “Purchaser”), and Southridge Energy, LLC, a Texas limited liability company (the “Seller”).
AMENDED AND RESTATED MONARCH OIL PIPELINE, LLC GATHERING AND TRANSPORTATION SERVICES AGREEMENTGathering and Transportation Services Agreement • March 9th, 2016 • Jones Energy, Inc. • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED GATHERING AND TRANSPORTATION SERVICES AGREEMENT (“Agreement”), is made and entered into the 23rd day of October, 2015 (“Effective Date”) by and between MONARCH OIL PIPELINE, LLC, a Delaware limited liability company (“Monarch”), and Jones Energy, LLC, a limited liability company (“Shipper”). Monarch and Shipper are each sometimes hereinafter individually referred to as a “Party” and together referred to as the “Parties”.
WAIVER AND AMENDMENT NO. 6 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • May 28th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Texas
This WAIVER AND AMENDMENT NO. 6 TO SECOND LIEN CREDIT AGREEMENT (“Agreement”) dated as of March 13, 2013 (the “Effective Date”) is by and among Jones Energy Holdings, LLC, a Delaware limited liability company (the “Borrower”), the undersigned subsidiaries of the Borrower as guarantors (the “Guarantors”), the Lenders (as defined below) identified on the signature pages hereto, and Wells Fargo Energy Capital, Inc., in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
BORROWING BASE INCREASE AGREEMENTBorrowing Base Increase Agreement • March 14th, 2014 • Jones Energy, Inc. • Crude petroleum & natural gas • Texas
This BORROWING BASE INCREASE AGREEMENT (this “Agreement”) dated as of December 18, 2013 (the “Effective Date”), is among Jones Energy Holdings, LLC, a Delaware limited liability company (the “Borrower”), the undersigned subsidiaries of the Borrower as guarantors (the “Guarantors”), the Lenders (as defined below) and Wells Fargo Bank, N.A. (“Wells Fargo”), in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
EXCHANGE AGREEMENTExchange Agreement • July 30th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
This EXCHANGE AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 29, 2013, is hereby entered into by and among Jones Energy, Inc., a Delaware corporation (the “Corporation”), Jones Energy Holdings, LLC, a Delaware limited liability company (“Holdings”), and each of the Members (as defined herein).
JONES ENERGY, INC. 2013 OMNIBUS INCENTIVE PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENTEmployee Restricted Stock Award Agreement • September 4th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT (this “Award”) is made as of , 2013 (the “Grant Date”), by and between Jones Energy, Inc., a Delaware corporation (the “Company”), and (the “Grantee”).
JONES ENERGY HOLDINGS, LLCLimited Liability Company Agreement • June 7th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Jones Energy Holdings, LLC (the “Company”), dated and effective as of [·], 2013 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Company and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to any Member shall include such Member’s Successors in Interest to the extent such Successors in Interest have become Substituted Members in accordance with the provisions of this Agreement.
AGREEMENT AND AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • May 28th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Texas
This AGREEMENT AND AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENT (“Agreement”) dated as of April 14, 2011 (“Effective Date”) is by and among Jones Energy Holdings, LLC, a Delaware limited liability company (“Borrower”), the undersigned subsidiaries of the Borrower as guarantors (the “Guarantors”), the Lenders (as defined below) party to the Credit Agreement (as defined below) immediately prior to the effectiveness of this Agreement (the “Existing Lenders”), Wells Fargo Energy Capital, Inc., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and Credit Agricole Corporate and Investment Bank (the “New Lender” and, together with the Existing Lenders, the “Lender Parties”).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • April 3rd, 2019 • Jones Energy, Inc. • Crude petroleum & natural gas • New York
Jones Energy, Inc., CCPR Sub LLC, Jones Energy, LLC, Jones Energy Finance Corp., Jones Energy Holdings, LLC, Jones Energy Intermediate, LLC, JRJ Opco, LLC, Nosley Acquisition, LLC, Nosley Assets, LLC, Nosley Midstream, LLC, and Nosley SCOOP, LLC (each a “Debtor” and, collectively, the “Debtors”), propose this joint prepackaged chapter 11 plan of reorganization (the “Plan”) for the resolution of the outstanding claims against, and equity interests in, the Debtors. Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each Debtor. Holders of Claims or Interests may refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information, risk factors, a summary and analysis of this Plan, the Restructuring Transactions, and certain related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.
EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT Under the JONES ENERGY, INC. 2013 OMNIBUS INCENTIVE PLANEmployee Restricted Stock Unit Award Agreement • May 27th, 2014 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award”) is made as of May , 2014 (the “Grant Date”), by and between Jones Energy, Inc., a Delaware corporation (the “Company”), and (the “Grantee”).
JONES ENERGY HOLDINGS, LLC MONARCH EQUITY PLAN AWARD AGREEMENTMonarch Equity Plan • June 28th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas
Jones Energy Holdings, LLC (the “Company”), hereby grants, effective as of [ ], 2013 (the “Grant Date”) to [ ] (the “Participant”), [ ] Phantom Units, as defined in the Jones Energy Holdings, LLC Monarch Equity Plan, as established effective as of May 7, 2013, and thereafter amended from time to time (the “Plan”), subject to the following terms and conditions:
EQUITY PURCHASE AGREEMENT by and among JONES ENERGY, INC. and THE PURCHASERS PARTY HERETOEquity Purchase Agreement • February 13th, 2015 • Jones Energy, Inc. • Crude petroleum & natural gas
AMENDED AND RESTATED COLLATERAL AGREEMENT made by Jones Energy, Inc. in favor of Wells Fargo Bank, National Association, as Collateral Agent Dated as of February 14, 2018Collateral Agreement • February 16th, 2018 • Jones Energy, Inc. • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED COLLATERAL AGREEMENT, dated as of February 14, 2018, is made by Jones Energy, Inc., a Delaware corporation (the “Grantor”), in favor of Wells Fargo Bank, National Association, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), for the ratable benefit of the Secured Parties (such capitalized term and other capitalized terms used in this Agreement as hereinafter defined).
AMENDED AND RESTATED COLLATERAL AGREEMENT made by each of the Grantors (as defined herein) in favor of Wells Fargo Bank, National Association, as Collateral Agent Dated as of February 14, 2018Collateral Agreement • February 16th, 2018 • Jones Energy, Inc. • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED COLLATERAL AGREEMENT, dated as of February 14, 2018, is made by Jones Energy Holdings, LLC, a Delaware limited liability company (the “Borrower”) and each of its Subsidiaries that is a signatory hereto (the Borrower and each such Subsidiary that is a signatory hereto, together with any other Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, the “Grantors”), in favor of Wells Fargo Bank, National Association, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), for the ratable benefit of the Secured Parties (such capitalized term and other capitalized terms used in this Agreement as hereinafter defined).
MASTER ASSIGNMENT, AGREEMENT AND AMENDMENT NO. 5 TO CREDIT AGREEMENTMaster Assignment, Agreement • May 28th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Texas
This MASTER ASSIGNMENT, AGREEMENT AND AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Agreement”) dated as of December 20, 2012 (the “Effective Date”) is among Jones Energy Holdings, LLC, a Delaware limited liability company (the “Borrower”), the undersigned subsidiaries of the Borrower as guarantors (the “Guarantors”), the Lenders (as defined below), Wells Fargo Bank, N.A. (“Wells Fargo”), in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Wells Fargo Bank, N.A., Capital One, National Association, Union Bank, N.A., and Toronto Dominion (New York) LLC (collectively, the “Assignors”), Credit Agricole Corporate and Investment Bank, JPMorgan Chase Bank, N.A. and Comerica Bank (collectively, the “Existing Lender Assignees”) and SunTrust Bank (the “New Lender”, and together with the Existing Lender Assignees, the “Assignees”).
MASTER ASSIGNMENT, AGREEMENT AND AMENDMENT NO. 9 TO CREDIT AGREEMENTCredit Agreement • November 10th, 2014 • Jones Energy, Inc. • Crude petroleum & natural gas • Texas
This MASTER ASSIGNMENT, AGREEMENT AND AMENDMENT NO. 9 TO CREDIT AGREEMENT (this “Agreement”) dated as of November 6, 2014 (the “Effective Date”), is among Jones Energy Holdings, LLC, a Delaware limited liability company (the “Borrower”), Jones Energy, Inc., a Delaware corporation and the parent company of the Borrower (“Jones Parent”), the undersigned subsidiaries of the Borrower as guarantors (together with Jones Parent, collectively, the “Guarantors”), the Lenders (as defined below), Wells Fargo Bank, N.A. (“Wells Fargo”), in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Wells Fargo, Capital One, National Association, MUFG Union Bank, N.A. (formerly known as Union Bank, N.A.), Toronto Dominion (New York) LLC, Credit Agricole Corporate and Investment Bank, JPMorgan Chase Bank, N.A., Comerica Bank, and SunTrust Bank (collectively, the “Assignors” and each an “Assignor”), and BOKF, NA dba Bank of Texas, Citibank, N.A., Barclays Bank
AMENDMENT NO. 11 TO CREDIT AGREEMENTCredit Agreement • November 27th, 2017 • Jones Energy, Inc. • Crude petroleum & natural gas • Texas
This AMENDMENT NO. 11 TO CREDIT AGREEMENT (this “Agreement”) dated as of November 26, 2017 (the “Effective Date”), is among Jones Energy Holdings, LLC, a Delaware limited liability company (the “Borrower”), Jones Energy, Inc., a Delaware corporation and the parent company of the Borrower (“Jones Parent”), the undersigned subsidiaries of the Borrower as guarantors (together with Jones Parent, collectively, the “Guarantors”), the Lenders (as defined below) and Wells Fargo Bank, N.A. (“Wells Fargo”), in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
SEVERANCE AGREEMENTSeverance Agreement • January 14th, 2019 • Jones Energy, Inc. • Crude petroleum & natural gas • Texas
THIS SEVERANCE AGREEMENT (this “Agreement”) is made effective as of January 1, 2019, by and between Jones Energy, Inc. (the “Company”) and (“Employee”).
PERFORMANCE UNIT AWARD AGREEMENT January 1, 2014 - December 31, 2016 Performance Period Under the JONES ENERGY, INC. 2013 OMNIBUS INCENTIVE PLANPerformance Unit Award Agreement • May 27th, 2014 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Award”) is made as of May , 2014 (the “Grant Date”), by and between Jones Energy, Inc., a Delaware corporation (the “Company”), and (the “Grantee”).
EXCHANGE AGREEMENTExchange Agreement • May 28th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
This EXCHANGE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2013, is hereby entered into by and among Jones Energy, Inc., a Delaware corporation (the “Corporation”), Jones Energy Holdings, LLC, a Delaware limited liability company (“Holdings”), and each of the Members (as defined herein).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 4th, 2016 • Jones Energy, Inc. • Crude petroleum & natural gas • Oklahoma
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into this 16th day of August, 2016 (“Execution Date”), between SCOOP ENERGY COMPANY, LLC, an Oklahoma limited liability company (“Seller”), and Jones Energy holdings, llc, a Delaware limited liability company (“Buyer”). Buyer and Seller are referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
