AMENDED AND RESTATED CREDIT AGREEMENT among PARSLEY ENERGY, L.P., as Borrower, PARSLEY ENERGY MANAGEMENT, LLC, as General Partner, PARSLEY ENERGY, LLC, as Holdings, The Several Lenders from Time to Time Parties Hereto, and CHAMBERS ENERGY MANAGEMENT,...Credit Agreement • May 5th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 21, 2013, is by and among PARSLEY ENERGY, L.P., a Texas limited partnership (“Borrower”), PARSLEY ENERGY MANAGEMENT, LLC, a Texas limited liability company (“General Partner”), PARSLEY ENERGY, LLC, a Delaware limited liability company (“Holdings”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and CHAMBERS ENERGY MANAGEMENT, LP, as administrative agent (in such capacity, “Agent”).
FORM OF TAX RECEIVABLE AGREEMENT among PARSLEY ENERGY, INC., PARSLEY ENERGY, LLC, CERTAIN MEMBERS OF PARSLEY ENERGY, LLC, and [AGENT] DATED AS OF [•], 2014Tax Receivable Agreement • May 5th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Texas
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [•], 2014, is hereby entered into by and among Parsley Energy, Inc., a Delaware corporation (the “Corporate Taxpayer”), Parsley Energy, LLC, a Delaware limited liability company (“Parsley Energy”), the members of Parsley Energy set forth on Schedule A (the “Members”), and [ ] (the “Agent”).
FORM OF MASTER REORGANIZATION AGREEMENTForm of Master Reorganization Agreement • May 5th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of May 2, 2014, is entered into by and among Parsley Energy Inc., a Delaware corporation (“PubCo”), NGP X US Holdings, L.P., a Delaware limited partnership (“NGP”), Parsley Energy, LLC, a Delaware limited liability company (“Parsley LLC”), the persons identified on the signature page hereto as Existing Members (the “Existing Members”) and Parsley Energy Employee Holdings, LLC, a Delaware limited liability company (“PEEH” and, together with PubCo, NGP, Parsley LLC and the Existing Members, collectively, the “Parties”).
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • May 5th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of [•], 2014 and effective as of the Effective Time (as defined below), pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “Delaware Act”) and Section 264 of the Delaware General Corporation Law (the “DGCL”), is made and entered into by and among Parsley Energy Employee Holdings, LLC, a Delaware limited liability company (“MergerCo”) and Parsley Energy, Inc., a Delaware corporation (“Parsley,” and together with MergerCo, the “Parties”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 21, 2013 Among PARSLEY ENERGY, L.P., as Borrower, PARSLEY ENERGY MANAGEMENT, LLC, as General Partner, PARSLEY ENERGY, LLC, as Parent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative...Credit Agreement • May 5th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 21, 2013, is among Parsley Energy, L.P., a limited partnership duly formed and existing under the laws of the state of Texas (the “Borrower”); Parsley Energy Management, LLC, a Texas limited liability company (the “General Partner”); Parsley Energy, LLC, a Delaware limited liability company (the “Parent”); 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”); JPMorgan Chase Bank, N.A., as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and BMO Harris Bank, N.A., as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).
