FORM OF SECOND AMENDED & RESTATED GAS GATHERING AGREEMENTGas Gathering Agreement • September 11th, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Texas
THIS SECOND AMENDED & RESTATED GAS GATHERING AGREEMENT (this “Agreement”) is made and entered into this day of September, 2014 (the “Effective Date”), by and among VISTA HOLDCO LLC, a Delaware limited liability company (“Gatherer”), VANTAGE ENERGY APPALACHIA LLC, a Pennsylvania limited liability company (“VEA”), and VANTAGE ENERGY APPALACHIA II LLC, a Delaware limited liability company (“VEA II” and together with VEA, “Producer”). Gatherer and Producer are sometimes referred to in this Agreement singularly as a “Party” and collectively as the “Parties”.
FORM OF CREDIT AGREEMENTCredit Agreement • September 11th, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Colorado
THIS CREDIT AGREEMENT is made as of September [ ], 2014, by and among VANTAGE ENERGY INC., a Delaware corporation (“Borrower”), WELLS FARGO BANK, N.A., as Administrative Agent and as LC Issuer, and the Lenders referred to below.
FORM OF MASTER REORGANIZATION AGREEMENTAgreement and Plan of Merger • September 11th, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of September [•], 2014, is entered into by and among Vantage Energy, LLC, a Delaware limited liability company (“Vantage I”), Vantage Energy II, LLC, a Delaware limited liability company (“Vantage II”), Quantum Energy Partners IV, LP, a Delaware limited partnership (“Quantum Energy”), Q-Vantage Parallel Partners, a Delaware limited partnership (“Q-Vantage”), QEM IV Direct Investment Partners, a Delaware limited partnership (“QEM”), Quantum V Investment Partners, a Delaware limited partnership (“Quantum V” and, together with Quantum Energy, Q-Vantage and QEM, “Quantum”), Carlyle/Riverstone Global Energy and Power Fund III, L.P., a Delaware limited partnership (“C/R Energy and Power Fund”), C/R Energy Vantage III Partnership, L.P., a Delaware limited partnership (“C/R Energy Vantage”), Riverstone Energy Coinvestment III, L.P., a Delaware limited partnership (“Riverstone Energy Coinvestment”), C/R Energy Coinvestment III, L
FORM OF SPONSOR SHAREHOLDERS’ AGREEMENT dated as of September [•], 2014 by and among QUANTUM ENERGY PARTNERS IV, LP Q-VANTAGE PARALLEL PARTNERS QEM IV DIRECT INVESTMENT PARTNERS CARLYLE/RIVERSTONE GLOBAL ENERGY AND POWER FUND III, L.P. C/R ENERGY III...Sponsor Shareholders’ Agreement • September 11th, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • New York
This SPONSOR SHAREHOLDERS’ AGREEMENT (as amended, modified and supplemented from time to time, this “Agreement”), dated as of September [•], 2014, by and among Quantum Energy Partners IV, LP, a Delaware limited partnership (“Quantum Energy”), Q-Vantage Parallel Partners, a Delaware limited partnership (“Q-Vantage”), QEM IV Direct Investment Partners, a Delaware limited partnership (“QEM”), Quantum V Investment Partners, a Delaware limited partnership (“Quantum V” and, together with Quantum Energy, Q-Vantage and QEM, “Quantum”), Carlyle/Riverstone Global Energy and Power Fund III, L.P., a Delaware limited partnership (“C/R Energy and Power Fund”), C/R Energy Vantage III Partnership, L.P., a Delaware limited partnership (“C/R Energy Vantage”), Riverstone Energy Coinvestment III, L.P., a Delaware limited partnership (“Riverstone Energy Coinvestment”), C/R Energy Coinvestment III, L.P., a Delaware limited partnership (“C/R Energy Coinvestment”), Riverstone V Vantage II Holdings, L.P., a De
FORM OF MIDSTREAM SERVICES AGREEMENTForm of Midstream Services Agreement • September 11th, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Colorado
This MIDSTREAM SERVICES AGREEMENT (this “Agreement”) dated as of [·], 2014, is entered into by and among Vista Holdco LLC, a Delaware limited liability company (the “Company”), and Vantage Energy Inc., a Delaware corporation (“Vantage”). The Company and Vantage may be referred to herein individually as “Party” or collectively as “Parties.”
