Energy 11, L.P. Sample Contracts

Energy 11, L.P. – REVOLVER LOAN AGREEMENT (November 22nd, 2017)

THIS REVOLVER LOAN AGREEMENT, dated effective as of November 21, 2017, is entered into between ENERGY 11, L.P., a Delaware limited partnership (“ELP”), and Energy 11 Operating Company, LLC, a Delaware limited liability company (“ELLC” and together with ELP, collectively “Borrowers”, and each, a “Borrower”), and BANK SNB, an Oklahoma state banking corporation (the “Bank”).

Energy 11, L.P. – First Amendment to Secured Promissory Note (August 11th, 2017)

This FIRST AMENDMENT TO SECURED PROMISSORY NOTE (this “Amendment”), dated July 21, 2017, to be effective as of July 31, 2017 (the “Amendment Effective Date”), is by and between Energy 11 Operating Company, LLC, a Delaware limited liability company (“Borrower”), with a mailing address of 5815 N. Western Avenue,  Oklahoma City, Oklahoma 73118, and Kaiser-Francis Management Company, L.L.C., as agent on behalf of all Secured Persons under the Mortgage, with a mailing address of 6733 South Yale Avenue, Tulsa, OK 74136 (together with its successors and assigns, collectively, the “Agent”).

Energy 11, L.P. – SECURED PROMISSORY NOTE (March 31st, 2017)

FOR VALUE RECEIVED, Energy 11 Operating Company, LLC, a Delaware limited liability company (“Borrower”), with a mailing address of 5815 N. Western Avenue,  Oklahoma City, Oklahoma 73118, hereby promises to pay to the order of Kaiser-Francis Management Company, L.L.C., as agent on behalf of all Secured Persons under the Mortgage (as those terms are defined herein), with a mailing address of 6733 South Yale Avenue, Tulsa, OK 74136 (together with its successors and assigns, collectively, the “Agent”), the principal sum of Thirty Three Million and No/100 Dollars ($33,000,000), or such lesser amount as is provided for herein, in legal and lawful money of the United States of America. Unless sooner paid and satisfied as provided herein, the outstanding principal balance of this Note and all accrued and unpaid interest thereon shall be due and payable on August 1, 2017, or such earlier date on which the amounts evidenced by this Secured Promissory Note (this “Note”) are accelerated as provide

Energy 11, L.P. – STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF PROPERTIES TO BE ACQUIRED BY ENERGY 11, L.P. FROM KAISER ACQUISITION AND DEVELOPMENT – WHITING, LLC UNDER AGREEMENT DATED MARCH 8, 2017 (March 31st, 2017)

We have audited the statements of revenues and direct operating expenses of properties to be acquired by Energy 11, L.P. from Kaiser Acquisition and Development – Whiting, LLC under agreement dated March 8, 2017, (the Properties) for the year ended December 31, 2016 and the period from October 26, 2015 (inception) to December 31, 2015, and the related notes to the statements of revenues and direct operating expenses.

Energy 11, L.P. – Energy 11, L.P. Unaudited Pro Forma Condensed Combined Financial Statements (March 31st, 2017)

On March 31, 2017, Energy 11 Operating Company, LLC, a wholly owned subsidiary of Energy 11, L.P. (together, the “Partnership”), closed on the purchase of all of the issued and outstanding limited liability company interests (“Acquisition No. 2”) of Kaiser Acquisition and Development – Whiting, LLC, which represents an approximate average 10.5% non-operated working interest in 82 of the Partnership’s 216 existing producing wells and 150 of the Partnership’s 257 future development locations in the Sanish field located in Mountrail County, North Dakota (collectively, the “Sanish Field Assets”). The purchase price for Acquisition No. 2 was $53.0 million, subject to customary adjustments, and consisted of cash payments totaling $20.0 million and the delivery of a promissory note in favor of the seller of $33.0 million. With the closing of Acquisition No. 2, the Partnership increased its non-operated working interest in the Sanish Field Assets to approximately 26-27%.

Energy 11, L.P. – INTEREST PURCHASE AGREEMENT BY AND AMONG (March 10th, 2017)

This Interest Purchase Agreement (this “Agreement”) is entered into as of March 8, 2017 (the “Execution Date”), by and among Energy 11 Operating Company, LLC, a Delaware limited liability company (“Buyer”), Kaiser Acquisition and Development - Whiting, LLC, an Oklahoma limited liability company (“Target”), and Kaiser Acquisition and Development, LLC, an Oklahoma limited liability company and George B. Kaiser (Kaiser Acquisition and Development, LLC and George B. Kaiser are collectively referred to herein as the “Seller”, and together, with Target, the “Owners”). Buyer and Owners are referred to collectively herein as the “Parties.”

Energy 11, L.P. – INTEREST PURCHASE AGREEMENT BY AND AMONG (January 12th, 2017)
Energy 11, L.P. – SECURED PROMISSORY NOTE (January 12th, 2017)

FOR VALUE RECEIVED, Energy 11 Operating Company, LLC, a Delaware limited liability company (“Borrower”), with a mailing address of 5815 N. Western Avenue,  Oklahoma City, Oklahoma 73118, hereby promises to pay to the order of Kaiser-Francis Management Company, L.L.C., as agent on behalf of all Secured Persons under the Mortgage (as those terms are defined herein), with a mailing address of 6733 South Yale Avenue, Tulsa, OK 74136 (together with its successors and assigns, collectively, the “Agent”), the principal sum of Forty Million and No/100 Dollars ($40,000,000.00), or such lesser amount as is provided for herein, in legal and lawful money of the United States of America. Unless sooner paid and satisfied as provided herein, the outstanding principal balance of this Note and all accrued and unpaid interest thereon shall be due and payable on April 30, 2017, or such earlier date on which the amounts evidenced by this Secured Promissory Note (this “Note”) are accelerated as provided he

Energy 11, L.P. – KAISER-WHITING, LLC FINANCIAL STATEMENTS DECEMBER 31, 2015, 2014 and 2013 and SEPTEMBER 30, 2016 and 2015 (unaudited) WITH INDEPENDENT AUDITOR’S REPORT (January 5th, 2017)

We have audited the accompanying financial statements of Kaiser-Whiting, LLC which comprise the balance sheets as of December 31, 2015, 2014 and 2013, and the related statements of income (loss), members’ equity, and cash flows for each of the years then ended, and the related notes to the financial statements.

Energy 11, L.P. – Energy 11, L.P. Unaudited Pro Forma Condensed Combined Financial Statements (January 5th, 2017)

On December 29, 2016, Energy 11 Operating Company, LLC, a wholly owned subsidiary of Energy 11, L.P. (“the Partnership”), exercised its exclusive option (“Option”) by and among Kaiser-Whiting, LLC (“Seller”) and the owners of all the limited liability company interests therein, for the purchase of an additional approximate 11% working interest in approximately 216 existing producing wells and approximately 257 future development locations in the Sanish field located in Mountrail County, North Dakota (collectively, the “Sanish Field Assets”). Pursuant to the Option, the purchase price for the Sanish Field Assets is $130.0 million. Funding for the acquisition is planned to be a combination of cash available on hand and the issuance of a promissory note to the Seller at closing, with an estimated principal balance of approximately $40.0 million.

Energy 11, L.P. – FIRST AMENDMENT TO INTEREST PURCHASE AGREEMENT (December 21st, 2015)

This FIRST AMENDMENT TO INTEREST PURCHASE AGREEMENT (this “Amendment”) is made and effective as of this 18th day of December, 2015, by and among Energy 11 Operating Company, LLC, a Delaware limited liability company (“Buyer”), Kaiser-Whiting, LLC, an Oklahoma limited liability company (“Target”) and Don P. Millican as attorney-in-fact on behalf of all Sellers (“Seller Representative”).

Energy 11, L.P. – SECURED PROMISSORY NOTE (December 21st, 2015)

FOR VALUE RECEIVED, Energy 11 Operating Company, LLC, a Delaware limited liability company (“Borrower”), with a mailing address of 5815 N. Western Avenue,  Oklahoma City, Oklahoma 73118, hereby promises to pay to the order of Kaiser-Francis Management Company, L.L.C., as agent on behalf of all Secured Persons under the Mortgage (as those terms are defined herein), with a mailing address of 6733 South Yale Avenue, Tulsa, OK 74136 (together with its successors and assigns, collectively, the “Agent”), the principal sum of Ninety Seven Million Five Hundred Forty Five Thousand Four Hundred Ten and No/100 Dollars ($97,545,410.00) as the same may be increased as expressly provided herein, or such lesser amount as is provided for herein, in legal and lawful money of the United States of America. Unless sooner paid and satisfied as provided herein, the outstanding principal balance of this Note and all accrued and unpaid interest thereon shall be due and payable on September 30, 2016 or such ea

Energy 11, L.P. – INTEREST PURCHASE AGREEMENT BY AND AMONG ENERGY 11 OPERATING COMPANY, LLC, KAISER-WHITING, LLC, AND THE OWNERS OF KAISER-WHITING, LLC September 15, 2015 (September 18th, 2015)

This Interest Purchase Agreement (this “Agreement”) is entered into as of September 15, 2015 (the “Execution Date”), by and among Energy 11 Operating Company, LLC, a Delaware limited liability company (“Buyer”), Kaiser-Whiting, LLC, an Oklahoma limited liability company (“Target”), and the Persons who are the owners of all the limited liability company interests in Target (the “Sellers”, and together, with Target, the “Owners”). Buyer and Owners are referred to collectively herein as the “Parties.”

Energy 11, L.P. – UP TO 100,263,158 COMMON UNITS OF LIMITED PARTNER INTEREST FORM OF EXCLUSIVE DEALER MANAGER AGREEMENT (December 31st, 2014)
Energy 11, L.P. – UP TO 100,263,158 COMMON UNITS OF LIMITED PARTNER INTEREST FORM OF EXCLUSIVE DEALER MANAGER AGREEMENT (December 12th, 2014)
Energy 11, L.P. – ESCROW AGREEMENT (December 12th, 2014)

This AGREEMENT, dated as of ___________, 2014 (together with Schedule A and Schedule B hereto, this “Agreement”), is by and among Energy 11, L.P., a Delaware limited partnership, with principal offices located at 120 West 3rd Street, Suite 220, Ft. Worth, Texas (the “Company”); Branch Banking and Trust Company , a North Carolina banking corporation , with principal offices located at 223 West Nash Street, Wilson, North Carolina 27893 (“Escrow Agent”); and David Lerner Associates, Inc., a New York corporation, with principal offices located at 477 Jericho Turnpike, Syosset, New York 11791 (the “Dealer Manager”).

Energy 11, L.P. – ESCROW AGREEMENT (November 21st, 2014)

This AGREEMENT, dated as of ___________, 2014 (together with Schedule A and Schedule B hereto, this “Agreement”), is by and among Energy 11, L.P., a Delaware limited partnership, with principal offices located at 120 West 3rd Street, Suite 220, Ft. Worth, Texas (the “Company”); AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, with principal offices located at 6201 15th Avenue, Brooklyn, New York, 11219 (“Escrow Agent”); and David Lerner Associates, Inc., a New York corporation, with principal offices located at 477 Jericho Turnpike, Syosset, New York 11791 (the “Dealer Manager”).

Energy 11, L.P. – CERTIFICATE OF LIMITED PARTNERSHIP OF AMERICAN ENERGY XI, L.P. (November 21st, 2014)

The undersigned. desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows:

Energy 11, L.P. – MANAGEMENT SERVICES AGREEMENT BY AND AMONG E11 MANAGEMENT, LLC, an Oklahoma Limited Liability Company E11 INCENTIVE HOLDINGS, LLC an Oklahoma Limited Liability Company ENERGY 11, L.P. a Delaware Limited Partnership AND ENERGY 11 OPERATING COMPANY, LLC a Delaware Limited Liability Company and Wholly Owned Subsidiary of ENERGY 11, L.P. Dated ____________, 2014 (November 21st, 2014)

This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of [•] [•], 2014 and effective for all purposes as of the Initial Closing (the “Effective Date”), is by and among E11 Management, LLC, an Oklahoma limited liability company (the “Manager”), E11 Incentive Holdings, LLC, an Oklahoma limited liability company and an Affiliate of the Manager (“Incentive Holdings”), Energy 11, L.P., a Delaware limited partnership (“Parent”), and Energy 11 Operating Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Owner”).  The Manager, Incentive Holdings, Parent and Owner are referred to herein individually as a “Party,” and collectively as the “Parties.”  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in Article I.

Energy 11, L.P. – UP TO 100,263,158 COMMON UNITS OF LIMITED PARTNER INTEREST FORM OF EXCLUSIVE DEALER MANAGER AGREEMENT (November 21st, 2014)
Energy 11, L.P. – ESCROW AGREEMENT (October 7th, 2014)

This AGREEMENT, dated as of ___________, 2014 (together with Schedule A and Schedule B hereto, this “Agreement”), is by and among Energy 11, L.P., a Delaware limited partnership, with principal offices located at 120 West 3rd Street, Suite 220, Ft. Worth, Texas (the “Company”); AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, with principal offices located at 6201 15th Avenue, Brooklyn, New York, 11219 (“Escrow Agent”); and David Lerner Associates, Inc., a New York corporation, with principal offices located at 477 Jericho Turnpike, Syosset, New York 11791 (the “Dealer Manager”).

Energy 11, L.P. – UP TO 100,263,158 COMMON UNITS OF LIMITED PARTNER INTEREST FORM OF EXCLUSIVE DEALER MANAGER AGREEMENT (October 7th, 2014)
Energy 11, L.P. – CERTIFICATE OF LIMITED PARTNERSHIP OF AMERICAN ENERGY XI, L.P. (October 7th, 2014)

The undersigned. desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows:

Energy 11, L.P. – MANAGEMENT SERVICES AGREEMENT BY AND AMONG E11 MANAGEMENT, LLC, an Oklahoma Limited Liability Company E11 INCENTIVE HOLDINGS, LLC an Oklahoma Limited Liability Company ENERGY 11, L.P. a Delaware Limited Partnership AND ENERGY 11 OPERATING COMPANY, LLC a Delaware Limited Liability Company and Wholly Owned Subsidiary of ENERGY 11, L.P. Dated ____________, 2014 (October 7th, 2014)

This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of [•] [•], 2014 and effective for all purposes as of the Initial Closing (the “Effective Date”), is by and among E11 Management, LLC, an Oklahoma limited liability company (the “Manager”), E11 Incentive Holdings, LLC, an Oklahoma limited liability company and an Affiliate of the Manager (“Incentive Holdings”), Energy 11, L.P., a Delaware limited partnership (“Parent”), and Energy 11 Operating Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Owner”).  The Manager, Incentive Holdings, Parent and Owner are referred to herein individually as a “Party,” and collectively as the “Parties.”  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in Article I.

Energy 11, L.P. – Engagement Agreement (October 7th, 2014)
Energy 11, L.P. – UP TO 100,263,158 COMMON UNITS OF LIMITED PARTNER INTEREST FORM OF EXCLUSIVE DEALER MANAGER AGREEMENT (September 11th, 2014)
Energy 11, L.P. – MANAGEMENT SERVICES AGREEMENT BY AND AMONG E11 MANAGEMENT, LLC, an Oklahoma Limited Liability Company E11 INCENTIVE HOLDINGS, LLC an Oklahoma Limited Liability Company ENERGY 11, L.P. a Delaware Limited Partnership AND ENERGY 11 OPERATING COMPANY, LLC a Delaware Limited Liability Company and Wholly Owned Subsidiary of ENERGY 11, L.P. Dated ____________, 2014 (September 11th, 2014)

This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of [•] [•], 2014 and effective for all purposes as of the Initial Closing (the “Effective Date”), is by and among E11 Management, LLC, an Oklahoma limited liability company (the “Manager”), E11 Incentive Holdings, LLC, an Oklahoma limited liability company and an Affiliate of the Manager (“Incentive Holdings”), Energy 11, L.P., a Delaware limited partnership (“Parent”), and Energy 11 Operating Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Owner”).  The Manager, Incentive Holdings, Parent and Owner are referred to herein individually as a “Party,” and collectively as the “Parties.”  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in Article I.

Energy 11, L.P. – ESCROW AGREEMENT (September 11th, 2014)

This AGREEMENT, dated as of ___________, 2014 (together with Schedule A and Schedule B hereto, this “Agreement”), is by and among Energy 11, L.P., a Delaware limited partnership, with principal offices located at 120 West 3rd Street, Suite 220, Ft. Worth, Texas (the “Company”); AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, with principal offices located at 6201 15th Avenue, Brooklyn, New York, 11219 (“Escrow Agent”); and David Lerner Associates, Inc., a New York corporation, with principal offices located at 477 Jericho Turnpike, Syosset, New York 11791 (the “Dealer Manager”).

Energy 11, L.P. – Engagement Agreement (September 11th, 2014)
Energy 11, L.P. – CERTIFICATE OF LIMITED PARTNERSHIP OF AMERICAN ENERGY XI, L.P. (September 11th, 2014)

The undersigned. desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows:

Energy 11, L.P. – CERTIFICATE OF LIMITED PARTNERSHIP OF AMERICAN ENERGY XI, L.P. (August 11th, 2014)

The undersigned. desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows:

Energy 11, L.P. – MANAGEMENT SERVICES AGREEMENT BY AND AMONG E11 MANAGEMENT, LLC, an Oklahoma Limited Liability Company E11 INCENTIVE HOLDINGS, LLC an Oklahoma Limited Liability Company ENERGY 11, L.P. a Delaware Limited Partnership AND ENERGY 11 OPERATING COMPANY, LLC a Delaware Limited Liability Company and Wholly Owned Subsidiary of ENERGY 11, L.P. Dated ____________, 2014 (August 11th, 2014)

This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of [•] [•], 2014 and effective for all purposes as of the Initial Closing (the “Effective Date”), is by and among E11 Management, LLC, an Oklahoma limited liability company (the “Manager”), E11 Incentive Holdings, LLC, an Oklahoma limited liability company and an Affiliate of the Manager (“Incentive Holdings”), Energy 11, L.P., a Delaware limited partnership (“Parent”), and Energy 11 Operating Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Owner”).  The Manager, Incentive Holdings, Parent and Owner are referred to herein individually as a “Party,” and collectively as the “Parties.”  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in Article I.

Energy 11, L.P. – MANAGEMENT SERVICES AGREEMENT BY AND AMONG E11 MANAGEMENT, LLC, an Oklahoma Limited Liability Company E11 INCENTIVE HOLDINGS, LLC an Oklahoma Limited Liability Company ENERGY 11, L.P. a Delaware Limited Partnership AND ENERGY 11 OPERATING COMPANY, LLC a Delaware Limited Liability Company and Wholly Owned Subsidiary of ENERGY 11, L.P. Dated ____________, 2014 (July 17th, 2014)

This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of [•] [•], 2014 and effective for all purposes as of the Initial Closing (the “Effective Date”), is by and among E11 Management, LLC, an Oklahoma limited liability company (the “Manager”), E11 Incentive Holdings, LLC, an Oklahoma limited liability company and an Affiliate of the Manager (“Incentive Holdings”), Energy 11, L.P., a Delaware limited partnership (“Parent”), and Energy 11 Operating Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Owner”).  The Manager, Incentive Holdings, Parent and Owner are referred to herein individually as a “Party,” and collectively as the “Parties.”  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in Article I.

Energy 11, L.P. – Engagement Agreement (July 17th, 2014)
Energy 11, L.P. – CERTIFICATE OF LIMITED PARTNERSHIP OF AMERICAN ENERGY XI, L.P. (July 17th, 2014)

The undersigned. desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows: