FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2014 by and between Vantage Energy Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
VANTAGE ENERGY INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • New York
BARCLAYS CAPITAL INC. As Representative of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019
EMPLOYMENT AGREEMENTEmployment Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas
This Employment Agreement (“Agreement”) is made and entered into by and between Vantage Energy Inc., a Delaware corporation (the “Company”), and [·] (“Employee”) effective as of [·], 2014 (the “Effective Date”). Vantage Energy, LLC, a Delaware limited liability company (“Vantage I”), and Vantage Energy II, LLC, a Delaware limited liability company (“Vantage II”), join this Agreement for the limited purpose of agreeing to Section 10(d) below.
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.
SECOND LIEN CREDIT AGREEMENT dated as of December 20, 2013, among VANTAGE ENERGY, LLC, as Borrower, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative AgentSecond Lien Credit Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • New York
This SECOND LIEN CREDIT AGREEMENT dated as of December 20, 2013, is by and among VANTAGE ENERGY, LLC, a Delaware limited liability company (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, acting through one or more of its branches or affiliates (“Credit Suisse”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders.
CREDIT AGREEMENTCredit Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Colorado
THIS CREDIT AGREEMENT is made as of November 29, 2012, by and among VANTAGE ENERGY II, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO BANK, N.A., as Administrative Agent and as LC Issuer, and the Lenders referred to below.
SECOND LIEN TERM LOAN CREDIT AGREEMENT dated as of May 8, 2014, among VANTAGE ENERGY II, LLC, as Borrower, THE LENDERS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative AgentTerm Loan Credit Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • New York
This SECOND LIEN TERM LOAN CREDIT AGREEMENT, dated as of May 8, 2014, is by and among VANTAGE ENERGY II, LLC, a Delaware limited liability company (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Colorado
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of May 8, 2014, by and among VANTAGE ENERGY II, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO BANK, N.A., as Administrative Agent and as LC Issuer, and the Lenders party hereto.
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
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Colorado
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of December 3, 2013, by and among VANTAGE ENERGY II, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO BANK, N.A., as Administrative Agent and as LC Issuer, and the Lenders party hereto.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Colorado
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of July 10, 2014, by and among VANTAGE ENERGY II, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO BANK, N.A., as Administrative Agent and as LC Issuer, and the Lenders party hereto.
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
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Colorado
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of May 12, 2014, by and among VANTAGE ENERGY, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO BANK, N.A., as Administrative Agent and as LC Issuer, and the Lenders party hereto.
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Colorado
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is made as of December 20, 2013, by and among VANTAGE ENERGY, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO BANK, N.A., as Administrative Agent and as LC Issuer, and the Lenders referred to below.
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.”
