WILDHORSE RESOURCE DEVELOPMENT CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 6.875% SENIOR NOTES DUE 2025 INDENTURE Dated as of February 1, 2017 U.S. BANK NATIONAL ASSOCIATION As TrusteeIndenture • February 1st, 2017 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
INDENTURE dated as of February 1, 2017 among WildHorse Resource Development Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
WildHorse Resource Development Corporation Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 16th, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
WildHorse Resource Development Corporation, a Delaware corporation (except as described below, the “Company”), proposes to sell an aggregate of 27,500,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). In addition, the Company proposes to grant to the underwriters named in Schedule I (each individually, an “Underwriter” and collectively, the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 4,125,000 additional shares of Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • March 9th, 2018 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Delaware
This Amended and Restated Indemnification Agreement (“Agreement”) is made as of March 9, 2018 by and between WildHorse Resource Development Corporation, a Delaware corporation (the “Company”), and Tony R. Weber (“Indemnitee”).
FORM OF CREDIT AGREEMENT dated as of [ ], 2016 among WildHorse Resource Development Corporation, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, BMO Harris Bank N.A., as Syndication Agent, Bank of America, N.A., Barclays...Credit Agreement • December 1st, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of [ ], 2016, is among: WildHorse Resource Development Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); 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”); BMO Harris Bank N.A., as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Comerica Bank and ING North America Insurance Corporation, as co-documentation agents for the Lenders (collectively, in such capacity, together with their respective successors in such capacity, the “Documentation Agents”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”), dated as of December 19, 2016, is entered into by and among WildHorse Resource Development Corporation, a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
AGREEMENT AND PLAN OF MERGER among CHESAPEAKE ENERGY CORPORATION, COLEBURN INC. and WILDHORSE RESOURCE DEVELOPMENT CORPORATION Dated as of October 29, 2018Agreement and Plan of Merger • October 30th, 2018 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Oklahoma
AGREEMENT AND PLAN OF MERGER, dated as of October 29, 2018 (this “Agreement”), among Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), Coleburn Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and WildHorse Resource Development Corporation, a Delaware corporation (the “Company”).
Form of WildHorse Resource Development Corporation Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
WildHorse Resource Development Corporation, a Delaware corporation (except as described below, the “Company”), proposes to sell an aggregate of [ • ] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). In addition, the Company and certain stockholders of the Company named in Schedule II attached hereto (each individually, a “Selling Stockholder” and, collectively, the “Selling Stockholders”) propose to grant to the underwriters named in Schedule I (each individually, an “Underwriter” and collectively, the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [ • ] additional shares of Common Stock on the terms set forth in Section 3 (the “Option Stock”). Of the [ • ] shares of the Option Stock, [ • ] shares are being sold by the Company and [ • ] shares are being sold by the Selling Stockholders. The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the
WILDHORSE RESOURCE DEVELOPMENT CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2017 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT is dated as of September 19, 2017 (the “Agreement”), by and among WILDHORSE RESOURCE DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”), the subsidiaries of the Company named in Schedule I hereto (each individually, a “Guarantor” and collectively, the “Guarantors”), and the several Initial Purchasers listed in Exhibit A to the Purchase Agreement (defined below) (the “Initial Purchasers”).
WILDHORSE RESOURCE DEVELOPMENT CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 23rd, 2018 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT is dated as of April 20, 2018 (the “Agreement”), by and among WILDHORSE RESOURCE DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”), the subsidiaries of the Company named in Schedule I hereto (each individually, a “Guarantor” and collectively, the “Guarantors”), and the Initial Purchaser listed in the Purchase Agreement (defined below) (the “Initial Purchaser”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT WHR HOLDINGS, LLC December 19, 2016Limited Liability Company Agreement • December 22nd, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated effective as of December 19, 2016, is made by and among WHR Holdings, LLC, a Delaware limited liability company (the “Company”), and the Persons who have executed a signature page to this Agreement as the Members and the Managers.
MASTER CONTRIBUTION AGREEMENTMaster Contribution Agreement • December 16th, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Delaware
This MASTER CONTRIBUTION AGREEMENT (this “Agreement”), dated December 12, 2016, is by and among WildHorse Resource Development Corporation, a Delaware corporation (the “Company”), WildHorse Resources II, LLC, a Delaware limited liability company (“WH II”), Esquisto Resources II, LLC, a Delaware limited liability company (“EQ II”), WHE AcqCo., LLC, a Delaware limited liability company (“AcqCo.”), NGP XI US Holdings L.P., a Delaware limited partnership (“NGP XI”), WildHorse Investment Holdings, LLC, a Delaware limited liability company (“WH Investment”), Esquisto Investment Holdings, LLC, a Delaware limited liability company (“EQ Investment” and together with the NGP XI, WH Investment, EQ II, AcqCo. and WH II, the “Company Parties” and each, individually, a “Company Party”), WHE AcqCo Holdings, LLC, a Delaware limited liability company (“AcqCo. Holdings”), WHR Holdings, LLC, a Delaware limited liability company (“WH Holdings”), Esquisto Holdings, LLC, a Delaware limited liability company
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 30th, 2018 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2018, by and among CP VI Eagle Holdings, L.P. (the “Stockholder”), Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), and WildHorse Resource Development Corporation, a Delaware corporation (the “Company”). The parties to this Agreement are sometimes referred to in this Agreement collectively as the “parties,” and individually as a “party.” Capitalized terms used in this Agreement without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT WILDHORSE INVESTMENT HOLDINGS, LLC December 19, 2016Limited Liability Company Agreement • December 22nd, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated effective as of December 19, 2016, is made by and among WildHorse Investment Holdings, LLC, a Delaware limited liability company (the “Company”), and the Persons who have executed a signature page to this Agreement as the Members and the Managers.
Sixth Amendment to Credit AgreementCredit Agreement • February 1st, 2019 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
This Sixth Amendment to Credit Agreement (this “Sixth Amendment”), dated as of February 1, 2019 (the “Sixth Amendment Effective Date”), is among Brazos Valley Longhorn, L.L.C., a Delaware limited liability company (“WildHorse LLC”) and successor by merger to WildHorse Resource Development Corporation, a Delaware corporation (“WildHorse Corp.”); each of the Guarantors party hereto (the “Guarantors” and collectively with the Borrower, the “Loan Parties”); each of the Lenders party hereto; and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 30th, 2018 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2018, by and among Jay Carlton Graham (“Graham”), Esquisto Holdings, LLC, a Delaware limited liability company (“Esquisto Holdings”), WHE AcqCo Holdings, LLC, a Delaware limited liability company (“WHE AcqCo”), and WHR Holdings, LLC, a Delaware limited liability company (“WHR Holdings”), and NGP XI US Holdings, L.P., a Delaware limited partnership (“NGP XI” and, together with Graham, Esquisto Holdings, WHE AcqCo and WHR Holdings collectively, the “Stockholders” and each a “Stockholder”), Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), and WildHorse Resource Development Corporation, a Delaware corporation (the “Company”). The parties to this Agreement are sometimes referred to in this Agreement collectively as the “parties,” and individually as a “party.” Capitalized terms used in this Agreement without definition shall have the respective meanings specified in the Merger A
OPERATING AGREEMENT for BRAZOS VALLEY LONGHORN, L.L.C.Operating Agreement • February 1st, 2019 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Delaware
THIS OPERATING AGREEMENT is made effective the 15th day of January, 2019, by Chesapeake Energy Corporation, an Oklahoma corporation, as the sole member (the “Member”) of Brazos Valley Longhorn, L.L.C., a Delaware limited liability company (the “Company”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 22nd, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of December 19, 2016, is entered into by and among WildHorse Resource Development Corporation, a Delaware corporation (the “Company”), WHR Holdings, LLC, a Delaware limited liability company (“WildHorse Holdings”), Esquisto Holdings, LLC, a Delaware limited liability company (“Esquisto Holdings”) and WHE AcqCo Holdings, LLC, a Delaware limited liability company (“Acquisition Holdings” and together with WildHorse Holdings and Esquisto Holdings, the “Principal Stockholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2018 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (this “Agreement”), is made and entered into as of October 29, 2018, by and among Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), and each of the other parties listed on the signature pages hereto (together with Parent, the “Parties”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • February 1st, 2019 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
WHEREAS, WildHorse Resource Development Corporation, a Delaware corporation (the “Predecessor Issuer”), has heretofore executed and delivered to the Trustee an indenture (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), dated as of February 1, 2017 providing for the issuance of its 6.875% Senior Notes due 2025 (the “Notes”);
CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTConfidentiality, Non-Competition and Non-Solicitation Agreement • January 28th, 2019 • WildHorse Resource Development Corp • Crude petroleum & natural gas
This Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”) is made and entered into by and between WildHorse Resource Development Corporation, a Delaware corporation (the “Company”), and Jay C. Graham (“Executive”) and is effective as of January 25, 2019 (the “Effective Date”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 22nd, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Texas
This Transition Services Agreement (this “Agreement”) is executed and agreed to as of December 19, 2016 (the “Effective Date”) by and among WildHorse Resource Development Corporation, a Delaware corporation (the “Parent”), Esquisto Resources II, LLC, a Delaware limited liability company (the “Company”), and CH4 Energy IV, LLC, a Delaware limited liability company, PetroMax Operating Co., Inc., a Texas corporation, and Crossing Rocks Energy, LLC, a Delaware limited liability company (collectively, the “Service Providers” and each a “Service Provider”). The Parent, the Company and the Service Providers are hereinafter each referred to as a “Party” and are collectively referred to as the “Parties”.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2017 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of June 30, 2017, is entered into by and among WildHorse Resource Development Corporation, a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT ESQUISTO INVESTMENT HOLDINGS, LLC December 19, 2016Limited Liability Company Agreement • December 22nd, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated effective as of December 19, 2016, is made by and among Esquisto Resources II, LLC, a Delaware limited liability company (the “Company”), and the Persons who have executed a signature page to this Agreement as the Members and Managers.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 7th, 2017 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of June 30, 2017 (the “Second Amendment Effective Date”), is among WildHorse Resource Development Corporation, a Delaware corporation (the “Borrower”); each of the Guarantors party hereto (the “Guarantors” and collectively with the Borrower, the “Credit Parties”); each of the Lenders party hereto; and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
STOCK ISSUANCE AGREEMENT dated as of May 10, 2017 by and among WILDHORSE RESOURCE DEVELOPMENT CORPORATION and ADMIRAL A HOLDING L.P., TE ADMIRAL A HOLDING L.P., and AURORA C-I HOLDING L.P.Stock Issuance Agreement • May 16th, 2017 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Texas
STOCK ISSUANCE AGREEMENT, dated as of May 10, 2017 (this “Agreement”), by and among (i) WildHorse Resource Development Corporation, a Delaware corporation (the “Company”), and (ii) Admiral A Holding L.P., a Delaware limited partnership, TE Admiral A Holding L.P., a Delaware limited partnership and Aurora C-I Holding L.P., a Delaware limited partnership (the persons in this clause (ii), collectively, the “Admiral Sellers” and each, an “Admiral Seller”).
FORM OF WILDHORSE RESOURCE DEVELOPMENT CORPORATION RESTRICTED STOCK AWARD AGREEMENT2016 Long Term Incentive Plan • November 23rd, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Delaware
This Agreement (“Agreement”) is made and entered into as of (the “Date of Grant”) by and between WildHorse Resource Development Corporation, a Delaware corporation (the “Company”), and (the “Grantee” or “you”);
Fifth Amendment to Credit AgreementCredit Agreement • November 8th, 2018 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
This Fifth Amendment to Credit Agreement (this “Fifth Amendment”), dated as of October 15, 2018 (the “Fifth Amendment Effective Date”), is among WildHorse Resource Development Corporation, a Delaware corporation (the “Borrower”); each of the Guarantors party hereto (the “Guarantors” and collectively with the Borrower, the “Credit Parties”); each of the Lenders party hereto; and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
PURCHASE AND SALE AGREEMENT by and between WildHorse Resources II, LLC (Seller) and Tanos Energy Holdings III, LLC (Buyer) Dated as of February 12, 2018Purchase and Sale Agreement • February 15th, 2018 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (“Agreement”) is entered into this 12th day of February, 2018 (the “Execution Date”) between WildHorse Resources II, LLC, a Delaware limited liability company (“Seller”), having an address of 9805 Katy Freeway, Suite 400, Houston, Texas 77024, and Tanos Energy Holdings III, LLC, a Delaware limited liability company (“Buyer”). Buyer and Seller are collectively referred to herein as the “Parties” and each individually referred to herein as a “Party.”
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 10th, 2017 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 30, 2017 among WHR Eagle Ford LLC (the “Guaranteeing Subsidiary”), a subsidiary of WildHorse Resource Development Corporation, a Delaware corporation (the “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 5th, 2017 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of October 4, 2017 (the “Third Amendment Effective Date”), is among WildHorse Resource Development Corporation, a Delaware corporation (the “Borrower”); each of the Guarantors party hereto (the “Guarantors” and collectively with the Borrower, the “Credit Parties”); each of the Lenders party hereto; and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
CREDIT AGREEMENT dated as of December 19, 2016 among WildHorse Resource Development Corporation, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, BMO Harris Bank N.A., as Syndication Agent, Bank of America, N.A., Barclays...Credit Agreement • December 22nd, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of December 19, 2016, is among: WildHorse Resource Development Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); 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”); BMO Harris Bank N.A., as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Comerica Bank and ING Capital LLC, as co-documentation agents for the Lenders (collectively, in such capacity, together with their respective successors in such capacity, the “Documentation Agents”).
PREFERRED STOCK PURCHASE AGREEMENT dated as of May 10, 2017 by and among WILDHORSE RESOURCE DEVELOPMENT CORPORATION and THE PARTY LISTED ON THE SIGNATURE PAGE HERETOPreferred Stock Purchase Agreement • May 15th, 2017 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Delaware
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 27th, 2018 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of March 23, 2018 (the “Fourth Amendment Effective Date”), is among WildHorse Resource Development Corporation, a Delaware corporation (the “Borrower”); each of the Guarantors party hereto (the “Guarantors” and collectively with the Borrower, the “Credit Parties”); each of the Lenders party hereto; and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • August 9th, 2018 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of August 2, 2018 among WHCC Infrastructure LLC (the “Guaranteeing Subsidiary”), a subsidiary of WildHorse Resource Development Corporation, a Delaware corporation (the “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
First Amendment to Credit AgreementCredit Agreement • May 15th, 2017 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
This First Amendment to Credit Agreement (this “First Amendment”), dated as of April 4, 2017 (the “First Amendment Effective Date”), is among WildHorse Resource Development Corporation, a Delaware corporation (the “Borrower”); each of the Guarantors party hereto (the “Guarantors” and collectively with the Borrower, the “Credit Parties”); each of the Lenders party hereto; and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
