Amended and Restated SECURITIES PURCHASE AGREEMENT by and among SANCHEZ ENERGY CORPORATION, SN UR HOLDINGS, LLC SN EF UNSUB GP, LLC SN EF UNSUB, LP, SN EF UnSub Holdings, LLC, GSO ST HOLDINGS ASSOCIATES LLC, GSO ST HOLDINGS LP, And Intrepid Private...Securities Purchase Agreement • May 10th, 2017 • Sanchez Energy Corp • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”), is entered into on February 28, 2017 (the “Effective Date”), by and among Sanchez Energy Corporation, a Delaware corporation (“SN”); SN UR Holdings, LLC, a Delaware limited liability company (“SN GP Member”); SN EF UnSub Holdings, LLC, a Delaware limited liability company (“Common Unit Purchaser”); SN EF UnSub, LP, a Delaware limited partnership (the “Partnership”); SN EF UnSub GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”); Intrepid Private Equity V-A, LLC, a Delaware limited liability company (“Intrepid”); GSO ST Holdings Associates LLC, a Delaware limited liability company (“GSO Associates”); and GSO ST Holdings LP, a Delaware limited partnership (“GSO Holdings” and together with Intrepid, the “Preferred Unit Purchasers” and, collectively with GSO Associates and Intrepid, the “Purchasers”). Capitalized terms used but not defined herein shall h
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2017 • Sanchez Energy Corp • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2017, by and between Sanchez Energy Corporation, a Delaware corporation (the “Corporation”), and the funds managed by GSO that are identified in Exhibit M to the Purchase Agreement (as defined below) and specified on the signature pages hereof (the “GSO Funds”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 10th, 2017 • Sanchez Energy Corp • Crude petroleum & natural gas • Texas
This Management Services Agreement (this “Agreement”), dated as of March 1, 2017, is made by and between Sanchez Oil & Gas Corporation, a Delaware corporation (“Manager”), and SN EF UnSub, LP, a Delaware limited partnership (“Partnership”); provided, that Partnership may be replaced as a party hereunder by a Qualified Foreclosure Transferee in accordance with Section 6(b) below and such Qualified Foreclosure Transferee shall be a party hereunder for all purposes (with all references to “Partnership” being deemed references to “Qualified Foreclosure Transferee”).
Sanchez Oil & Gas Corporation Houston, Texas 77002Letter Agreement • May 10th, 2017 • Sanchez Energy Corp • Crude petroleum & natural gas
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GAVILAN RESOURCES HOLDCO, LLC a Delaware limited liability company Dated as of March 1, 2017Limited Liability Company Agreement • May 10th, 2017 • Sanchez Energy Corp • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Gavilan Resources HoldCo, LLC (the “Company”), dated as of March 1, 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.
SANCHEZ ENERGY CORPORATION THIRD AMENDED AND RESTATED 2011 LONG TERM INCENTIVE PLAN PERFORMANCE PHANTOM STOCK AGREEMENTStock Agreement • May 10th, 2017 • Sanchez Energy Corp • Crude petroleum & natural gas • Delaware
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 10th, 2017 • Sanchez Energy Corp • Crude petroleum & natural gas • Delaware
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated March 1, 2017 (the “Effective Date”), is by and between Gavilan Resources HoldCo, LLC, a Delaware limited liability company (the “Company”), and SN Comanche Manager, LLC, a Delaware limited liability company (“Sanchez”), and solely for the purposes of Section 5.8(d), SN EF Maverick, LLC, a Delaware limited liability company (“SN”). Sanchez and the Company are referred to herein separately as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN SANCHEZ ENERGY CORPORATION AND INTREPID PRIVATE EQUITY V-A, LLCRegistration Rights Agreement • May 10th, 2017 • Sanchez Energy Corp • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2017, by and between Sanchez Energy Corporation, a Delaware corporation (the “Corporation”), and Intrepid Private Equity V-A, LLC, a Delaware limited liability company (“Intrepid”).
SANCHEZ ENERGY CORPORATIONThird Supplemental Indenture • May 10th, 2017 • Sanchez Energy Corp • Crude petroleum & natural gas • New York
This THIRD SUPPLEMENTAL INDENTURE, dated as of March 7, 2017 (this “Third Supplemental Indenture”) is among Sanchez Energy Corporation, a Delaware corporation (the “Company”), SN EF Maverick, LLC, a Delaware limited liability company (“Maverick”), which is a subsidiary of the Company, Rockin L Ranch Company, LLC, a Delaware limited liability company (“Rockin L Ranch,” and together with Maverick, the “Guaranteeing Subsidiaries”), which is a subsidiary of the Company, each of the existing Guarantors (as defined in the Indenture referred to below) and Delaware Trust Company, a Delaware state chartered trust company (as successor trustee to U.S. Bank National Association), as Trustee.
SN EF UnSub GP, LLC _______________________________________ A Delaware Limited Liability Company _______________________________________ AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of March 1, 2017Limited Liability Company Agreement • May 10th, 2017 • Sanchez Energy Corp • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SN EF UnSub GP, LLC, a Delaware limited liability company (the “Company”), effective as of March 1, 2017 (the “Effective Date”), is made and entered into by the Company; GSO ST Holdings Associates LLC, a Delaware limited liability company (the “GSO Investor”); and SN UR Holdings, LLC, a Delaware limited liability company (the “Sanchez Investor”), as the initial Members of the Company.
STANDSTILL AND VOTING AGREEMENT BY AND BETWEEN SANCHEZ ENERGY CORPORATION AND THE GSO FUNDSStandstill and Voting Agreement • May 10th, 2017 • Sanchez Energy Corp • Crude petroleum & natural gas • Delaware
This STANDSTILL AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 6, 2017, by and between (a) Sanchez Energy Corporation, a Delaware corporation (the “Company”), and (b) the funds specified on the signature pages hereof (collectively, the “GSO Funds” and individually, a “GSO Fund”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in Article I.
SANCHEZ ENERGY CORPORATIONFirst Supplemental Indenture • May 10th, 2017 • Sanchez Energy Corp • Crude petroleum & natural gas • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of March 7, 2017 (this “First Supplemental Indenture”) is among Sanchez Energy Corporation, a Delaware corporation (the “Company”), SN EF Maverick, LLC, a Delaware limited liability company (“Maverick”), which is a subsidiary of the Company, Rockin L Ranch Company, LLC, a Delaware limited liability company (“Rockin L Ranch,” and together with Maverick, the “Guaranteeing Subsidiaries”), which is a subsidiary of the Company, each of the existing Guarantors (as defined in the Indenture referred to below) and Delaware Trust Company, a Delaware state chartered trust company (as successor trustee to U.S. Bank National Association), as Trustee.
SHAREHOLDERS AGREEMENT dated as of March 1, 2017 by and between GAVILAN RESOURCES HOLDCO, LLC and SANCHEZ ENERGY CORPORATIONShareholders Agreement • May 10th, 2017 • Sanchez Energy Corp • Crude petroleum & natural gas • Delaware
This SHAREHOLDERS AGREEMENT (this “Agreement”) dated as of March 1, 2017, by and between Sanchez Energy Corporation, a Delaware corporation (the “Company”), and Gavilan Resources HoldCo, LLC (f/k/a Aguila Production HoldCo, LLC), a Delaware limited liability company (the “Investor”).
SN EF UnSub, LP _______________________________________ AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Dated as of March 1, 2017 THE UNITS ISSUED UNDER THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER...Securities Purchase Agreement • May 10th, 2017 • Sanchez Energy Corp • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SN EF UNSUB, LP, a Delaware limited partnership (the “Partnership”) is entered as of March 1, 2017 (the “Effective Date”), by and among SN EF UnSub GP, LLC, a Delaware limited liability company, as the general partner, and the Limited Partners as limited partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Securities Purchase Agreement.
AMENDMENT NO. 1 TO STANDSTILL AND VOTING AGREEMENTSecurities Purchase Agreement • May 10th, 2017 • Sanchez Energy Corp • Crude petroleum & natural gas • Delaware
This Amendment No. 1 (this “Amendment”), dated as of March 1, 2017, is made by and between (a) Sanchez Energy Corporation, a Delaware corporation (the “Company”), and (b) the funds specified on the signature pages hereof (collectively, the “GSO Funds” and individually, a “GSO Fund”). All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement (as defined below).
STANDSTILL AND VOTING AGREEMENT BY AND AMONG SANCHEZ ENERGY CORPORATION, BLACKSTONE CAPITAL PARTNERS VII L.P. AND BLACKSTONE ENERGY PARTNERS II L.P.Standstill and Voting Agreement • May 10th, 2017 • Sanchez Energy Corp • Crude petroleum & natural gas • Delaware
This STANDSTILL AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2017, by and among Sanchez Energy Corporation, a Delaware corporation (the “Company”), Blackstone Capital Partners VII L.P. (“BCP VII”), and Blackstone Energy Partners II L.P. (“BEP II” and, collectively with BCP VII, the “Investors”).
