FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Texas
CREDIT AGREEMENT, dated as of November 25, 2014, among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), HSBC Bank USA, National Association (“HSBC”), as administrative agent and collateral agent for the Lenders, as the swing line lender and an issuer of Letters of Credit, and each other Issuing Bank from time to time party hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 5, 2015 (the “Effective Date”), by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (the “Company”), and John Regan (the “Executive”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement is effective as of [ ], 2017, (this “Agreement”) and is between Vine Resources Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
TERM LOAN C CREDIT AGREEMENT Dated as of November 25, 2014 among VINE OIL & GAS, LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent, and HSBC...Assignment and Assumption • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Texas
This TERM LOAN C CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of November 25, 2014, among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the banks, financial institutions and other lending institutions from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as administrative agent and collateral agent for the Lenders.
FIFTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS FIFTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “Fifth Amendment”) is made by and between SWEPI LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to CenterPoint Energy Field Services, Inc. (“Gatherer”) effective the 1st day of September, 2011.
THIRD AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS THIRD AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “Third Amendment”) is made by and between SWEPI LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to CenterPoint Energy Field Services, Inc. (“Gatherer”) effective this 10th day of March, 2011 (the “Effective Date”).
FORM OF TAX RECEIVABLE AGREEMENT between VINE RESOURCES INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2017Tax Receivable Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [ ], 2017, and is between Vine Resources Inc., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”), Vine Investment LLC, a Delaware limited liability company (“Vine Investment”), and each of the other persons from time to time party hereto (each a “TRA Party” and together the “TRA Parties”).
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VINE RESOURCES HOLDINGS LLC a Delaware limited liability company Dated as of [ ], 2017Limited Liability Company Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Liability Company Agreement of Vine Resources Holdings LLC (the “Company”), dated as of [ ], 2017 (the “Effective Date”), is (a) adopted by the Members (as defined below) and (b) executed and agreed to, for good and valuable consideration, by the Members.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of [ ], 2017, by and among Vine Resources Inc., a Delaware corporation (the “Company”), Vine Investment LLC, a Delaware limited liability company (“Vine Investment”) and Vine Investment II LLC, a Delaware limited liability company (“Vine Investment II”) and certain holders which hold Registrable Securities (as defined below) that join this agreement pursuant to the provisions herein. Such holders of Registrable Securities party hereto are collectively referred to herein as the “Securityholders.”
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of March 3, 2017, shall amend that certain Employment Agreement (the “Employment Agreement”), dated May 28, 2014, by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (“Vine GP”), and Eric Marsh (“Executive”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) effective January 6, 2017, shall amend that certain Employment Agreement (the “Employment Agreement”), dated January 5, 2015, by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (“Vine GP”), and John Regan (“Executive”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.
FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “Fourth Amendment”) is made by and between SWEPI LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to CenterPoint Energy Field Services, Inc. (“Gatherer”) effective this 1st day of September, 2011.
SECOND AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “Second Amendment”) is made by and between SWEPI LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, INC. (“Gatherer”) effective this 1st day of April, 2010.
SEVENTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS SEVENTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “Seventh Amendment”) is made by and between SWEPI LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to CenterPoint Energy Field Services, Inc. (“Gatherer”) effective this 1st day of September, 2011.
Re: Letter Agreement Regarding Chatman Compressor Station on the Olympia Gathering SystemLetter Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
This letter agreement (this “Letter Agreement”) is made by and between Enable Midstream Partners, LP (formerly known as CenterPoint Energy Field Services, LLC) (“Enable”) and Vine Oil & Gas LP (successor-in-interest to SWEPI LP) (“Vine”). Enable and Vine are parties to those certain Gas Gathering and Treating Agreements dated September 1, 2009 and April 29, 2010, as has been amended from time to time (respectively the “Magnolia GGA” and the “Olympia GGA”). This Letter Agreement is subject to and made part of the Olympia GGA. Capitalized terms used in this Letter Agreement, if not defined herein, will have the meaning ascribed to them in the Olympia GGA. Enable and Vine may be referred to sometimes individually as a “Party” and collectively as “Parties.”
FORM OF STOCKHOLDERS’ AGREEMENT DATED AS OF [ ], 2017 AMONG VINE RESOURCES INC. AND THE OTHER PARTIES HERETOStockholders’ Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
This Stockholders’ Agreement (the “Agreement”) is entered into as of [ ], 2017 by and among Vine Resources Inc., a Delaware corporation (the “Company”), each of the other parties identified on the signature pages hereto (the “Investor Parties”) and solely for purposes of Section 2.1(c), Section 3.2 and Section 3.3 hereof, Vine Investment LLC, a Delaware limited liability company (“Vine Investment”) and Vine Investment II LLC, a Delaware limited liability company (“Vine Investment II” and collectively with Vine Investment, the “Vine Investment Parties”).
FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “Fourth Amendment”) is made by and between SWEPT LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by co version to CenterPoint Energy Field Services, Inc. (“Gatherer”) effective this 1st day of September, 2011.
GAS GATHERING AND TREATING AGREEMENT BETWEEN ENCANA OIL & GAS (USA) INC. AND CENTERPOINT ENERGY FIELD SERVICES, INC. DATED SEPTEMBER 1, 2009Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Texas
This Gas Gathering and Treating Agreement (“Agreement”) is made and entered into this 1st day of September, 2009 (the “Effective Date”) by and between EnCana Oil & Gas (USA) Inc., a Delaware corporation (“Shipper”), and CenterPoint Energy Field Services, Inc., a Delaware corporation (“Gatherer”). Shipper and Gatherer may be referred to individually as a “Party,” or collectively as the “Parties.”
FIFTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS FIFTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “Fifth Amendment”) is made by and between SWEPI LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to CenterPoint Energy Field Services, Inc. (“Gatherer”) effective this 1st day of September, 2011 (the “Effective Date”).
FIRST AMENDMENT TO TERM LOAN C CREDIT AGREEMENTAssignment and Assumption • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • New York
This FIRST AMENDMENT TO TERM LOAN C CREDIT AGREEMENT, dated as of January 6, 2015 (this “Agreement”), among VINE OIL & GAS, LP (the “Borrower”), the Guarantors party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent and each Lender party hereto.
GAS GATHERING AND TREATING AGREEMENT BETWEEN SWEPI LP AND CENTERPOINT ENERGY FIELD SERVICES, INC. DATED APRIL 29, 2010Gas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Texas
This Gas Gathering and Treating Agreement (“Agreement”) is made and entered into this 29th day of April, 2010 (the “Effective Date”) by and between SWEPI LP, a Delaware limited partnership (“Shipper”), and CenterPoint Energy Field Services, Inc., a Delaware corporation (“Gatherer”). Shipper and Gatherer may be referred to individually as a “Party,” or collectively as the “Parties.”
INCREMENTAL AGREEMENTIncremental Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
This INCREMENTAL AGREEMENT (this “Agreement”) dated as of February 7, 2017, is among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the Superpriority Lenders under the Credit Agreement described below that are party hereto and HSBC Bank USA, National Association, as Administrative Agent for the Lenders, as Issuing Bank and Swingline Lender (each term as defined in the Credit Agreement referred to below).
FIRST AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “First Amendment”) is made by and between SWEPI LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, INC. (“Gatherer”) effective this 1st day of January, 2010.
FORM OF EXCHANGE AGREEMENTForm of Exchange Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of [ ], 2017 (and effective as set forth in Section 3.16 of this Agreement), by and among Vine Resources Inc., a Delaware corporation (“Issuer”), Vine Resources Holdings LLC, a Delaware limited liability company (“Vine Holdings”) and Vine Investment LLC, a Delaware limited liability company (“Vine Investment”).
FIRST AMENDMENT TO TERM LOAN B CREDIT AGREEMENTAssignment and Assumption • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • New York
This FIRST AMENDMENT TO TERM LOAN B CREDIT AGREEMENT, dated as of January 6, 2015 (this “Agreement”), among VINE OIL & GAS, LP (the “Borrower”), the Guarantors party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent and each Lender party hereto.
FORM OF MASTER REORGANIZATION AGREEMENTForm of Master Reorganization Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of [ ], 2017, is entered into by and among Vine Oil & Gas Holdings LLC (“Blackstone”), each of the individuals listed on Schedule 1 attached hereto who, in each case, owned equity interests in Vine Oil & Gas LP (“Vine LP”) prior to the execution of this Agreement (the “Management Members,” and together with Blackstone, the “Existing Owners”), Vine Oil & Gas GP LLC (“Vine GP”), Vine Resources Inc. (“VRI”), Vine Resources Holdings LLC (“VRH”), Vine Investment LLC (“Vine Investment”), and Vine Investment II LLC (“Vine Investment II,” and together with the Existing Owners, Vine LP, Vine GP, VRI, VRH, Vine Investment and Vine Investment II, the “Parties”).
SECOND AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “Second Amendment”) is made by and between SWEPI LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to Centerpoint Energy Field Services, Inc. (“Gatherer”) effective the 29th day of November, 2010.
FIRST AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “First Amendment”) is made by and between SWEPI LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, INC. (“Gatherer”) effective this 21st day of September, 2010.
