FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MID-CON ENERGY PARTNERS, LPMid-Con Energy Partners, LP • December 23rd, 2011 • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MID-CON ENERGY PARTNERS, LP, dated as of December 20, 2011, is entered into by and between MID-CON ENERGY GP, LLC, a Delaware limited liability company, as the General Partner, and Mr. S. Craig George, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MID-CON ENERGY GP, LLC (A Delaware Limited Liability Company) Dated as of December 20, 2011Limited Liability Company Agreement • December 23rd, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MID-CON ENERGY GP, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 20, 2011, to be effective upon and at the time of the closing of the MLP IPO (as defined below) (the “Effective Time”), by Charles R. Olmstead (the “Initial Member”), S. Craig George, and Jeffrey R. Olmstead. Such parties shall be referenced individually as a “Member” and collectively as “Members.”
EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Oklahoma
For all other purposes other than the payment of Deferred Compensation, the definition of “Disability” or “Disabled,” in each of my Contracts, will apply without amendment.
MID-CON ENERGY PARTNERS, LP LONG-TERM INCENTIVE PROGRAM FORM OF RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • December 23rd, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Texas
This Restricted Unit Award Agreement (this “Agreement”) is made and entered into by and between Mid-Con Energy GP, LLC, a Delaware limited liability company (the “Company”), and (the “Participant”). This Agreement is entered into as of the day of , 20 (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Program (as defined below), unless the context requires otherwise.
CREDIT AGREEMENT MID-CON ENERGY PROPERTIES, LLC as Borrower and ROYAL BANK OF CANADA as Administrative Agent and Collateral Agent and CERTAIN FINANCIAL INSTITUTIONS as Lenders RBC CAPITAL MARKETS As Lead Arranger and Bookrunner December 20, 2011Credit Agreement • December 23rd, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT is made as of December 20, 2011, by and among MID-CON ENERGY PROPERTIES, LLC, a Delaware limited liability company (herein called “Borrower”), ROYAL BANK OF CANADA (herein called “Administrative Agent”) and the Lenders referenced below. In consideration of the mutual covenants and agreements contained herein the parties hereto agree as follows:
SERVICES AGREEMENTServices Agreement • December 23rd, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas
THIS SERVICES AGREEMENT (the “Agreement”), entered into as of the 20th day of December, 2011 (the “Closing Date”), is by and among MID-CON ENERGY OPERATING, INC., an Oklahoma corporation (the “Services Provider”), MID-CON ENERGY GP, LLC, a Delaware limited liability company (the “General Partner”), MID-CON ENERGY PARTNERS, LP, a Delaware limited partnership (the “MLP”) and MID-CON ENERGY PROPERTIES, LLC, a Delaware limited liability company (the “OLLC”).
CONTRIBUTION, CONVEYANCE, ASSUMPTION AND MERGER AGREEMENT by and among MID-CON ENERGY GP, LLC MID-CON ENERGY PARTNERS, LP MID-CON ENERGY PROPERTIES, LLC MID- CON ENERGY I, LLC MID-CON ENERGY II, LLC And The “Founders” and Other Members of Mid-Con...Assumption and Merger Agreement • December 23rd, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Delaware
This Contribution, Conveyance, Assumption and Merger Agreement, dated as of December 20, 2011 (this “Agreement”), is by and among Mid-Con Energy GP, LLC, a Delaware limited liability company (the “General Partner”), Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Mid-Con Energy Properties, LLC, a Delaware limited liability company (“Mid-Con Properties”), Mid-Con Energy I, LLC, a Delaware limited liability company (“Mid-Con I”), Mid-Con Energy II, LLC, a Delaware limited liability company (“Mid-Con II”), Messrs. Charles R. Olmstead, Jeffrey R. Olmstead and S. Craig George (each a “Founder” and, collectively, the “Founders”) and certain other members of Mid-Con I and Mid-Con II identified as the “Additional Members” on the signature pages hereto (the “Additional Members”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned
