THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SANCHEZ MIDSTREAM PARTNERS LPLimited Partnership Agreement • August 5th, 2019 • Sanchez Midstream Partners LP • Crude petroleum & natural gas • Delaware
This THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SANCHEZ MIDSTREAM PARTNERS LP dated as of August 2, 2019 (“Execution Date”), is entered into by and between Sanchez Midstream Partners GP LLC, a Delaware limited liability company, as the General Partner, and any other Persons who become Partners in the Partnership or parties hereto as provided herein.
EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2013 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between CEP Services Company, Inc., a Delaware corporation (the “Company”), Elizabeth Ann Evans (“Executive”) and, solely for the limited purpose set out in Section 7.13 of this Agreement, Constellation Energy Partners LLC, a Delaware limited liability company (“CEP”).
INDUCEMENT AWARD AGREEMENTInducement Award Agreement • May 5th, 2009 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Delaware
THIS INDUCEMENT AWARD AGREEMENT (this “Award Agreement”) is made on May 1, 2009 by and between Constellation Energy Partners LLC, a Delaware limited liability company (“CEP”), and Lisa J. Mellencamp (“Executive”).
SANCHEZ PRODUCTION PARTNERS LP AND U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIESIndenture • March 6th, 2015 • Sanchez Production Partners LP • Crude petroleum & natural gas • New York
INDENTURE, dated as of , 20 , among Sanchez Production Partners LP, a limited partnership duly organized and existing under the laws of the State of Delaware (herein called the “Partnership”), the Guarantors (as defined hereinafter) and U.S. Bank National Association, as trustee (the “Trustee”).
THIRTEENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 12th, 2023 • Evolve Transition Infrastructure LP • Crude petroleum & natural gas • New York
This THIRTEENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 10, 2023, is among EVOLVE TRANSITION INFRASTRUCTURE LP, a Delaware limited partnership (formerly known as SANCHEZ MIDSTREAM PARTNERS LP) (the “Borrower”), the guarantors party hereto (the “Guarantors”), each of the Lenders party hereto, and ROYAL BANK OF CANADA, as administrative agent (in such capacity, the “Administrative Agent”), and as collateral agent (in such capacity, the “Collateral Agent”), and as letter of credit issuer (in such capacity, the “Issuer”), and relates to that certain Third Amended and Restated Credit Agreement, dated as of March 31, 2015 (as amended, restated, modified or supplemented from time to time prior to the date hereof, the “Existing Credit Agreement”; and as amended hereby, the “Credit Agreement”), among the Borrower, the Lenders, the Administrative Agent, the Collateral Agent and the Issuer.
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 28, 2008 AMONG CONSTELLATION ENERGY PARTNERS LLC AS BORROWER, THE ROYAL BANK OF SCOTLAND plc AS ADMINISTRATIVE AGENT, RBS SECURITIES CORPORATION d/b/a RBS GREENWICH CAPITAL AS LEAD ARRANGER AND...Credit Agreement • April 3rd, 2008 • Constellation Energy Partners LLC • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 28, 2008, is among Constellation Energy Partners LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”), each of the Lenders from time to time party hereto, The Royal Bank of Scotland plc (in its individual capacity, “RBS”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and BNP Paribas (“BNP Paribas”) and Wachovia Bank N.A. (“Wachovia”), as co-syndication agents (in such capacity, the “Co-Syndication Agents”).
LIMITED LIABILITY COMPANY AGREEMENT OF SANCHEZ PRODUCTION PARTNERS GP LLC, A DELAWARE LIMITED LIABILITY COMPANY, DATED AS OF MARCH 2, 2015Limited Liability Company Agreement • March 6th, 2015 • Sanchez Production Partners LP • Crude petroleum & natural gas • Delaware
This Limited Liability Company Agreement (as amended, restated, supplemented and otherwise modified from time to time, this “Agreement”) of Sanchez Production Partners GP LLC, a Delaware limited liability company (the “Company”), is made and entered into as of March 2, 2015, by SP Holdings, LLC, a Delaware limited liability company (“Holdings”), as the sole Member (defined below) of the Company. The parties hereto may be referenced individually as a “Party” and collectively as “Parties.”
CONSTELLATION ENERGY PARTNERS LLC AND Trustee INDENTURE DATED AS OF ________ __, 20__ SUBORDINATED DEBT SECURITIESIndenture • January 30th, 2008 • Constellation Energy Partners LLC • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENT BY AND AMONG SANCHEZ PRODUCTION PARTNERS LP AND THE PURCHASERS NAMED ON SCHEDULE A HERETORegistration Rights Agreement • April 15th, 2015 • Sanchez Production Partners LP • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 15, 2015, by and among Sanchez Production Partners LP, a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF CONSTELLATION ENERGY PARTNERS LLCOperating Agreement • November 28th, 2006 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF CONSTELLATION ENERGY PARTNERS LLC, dated as of November 20, 2006 is entered into by and among Constellation Energy Partners Holdings, LLC (“CEPH”) and Constellation Holdings, Inc. (“CHI”), together with any other Persons who hereafter become Members in Constellation Energy Partners LLC 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 SHARED SERVICES AGREEMENTShared Services Agreement • May 15th, 2015 • Sanchez Production Partners LP • Crude petroleum & natural gas • Texas
EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • November 12th, 2021 • Evolve Transition Infrastructure LP • Crude petroleum & natural gas • Texas
THIS EXECUTIVE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of November 3, 2021 (the “Effective Date”), by and between Jonathan Hartigan (“Executive”) and Evolve Transition Infrastructure GP LLC (formerly known as Sanchez Midstream Partners GP LLC), a Delaware limited liability company (the “Company”) and the general partner of Evolve Transition Infrastructure LP (formerly known as Sanchez Midstream Partners LP), a Delaware limited partnership (the “Partnership,” and together with the Company, the “Partnership Parties”). Executive and the Company are collectively referred to herein as the “Parties,” and individually as a “Party.”
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 1st, 2015 • Sanchez Production Partners LP • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement is dated as of March 31, 2015 (the “Closing Date”), by and between SEP Holdings III, LLC, a Delaware limited liability company (“Seller”), on the one hand, and SEP Holdings IV, LLC, a Delaware limited liability company (“Buyer”), and Sanchez Production Partners LP, a Delaware limited partnership (the “Partnership”), on the other hand. Seller, Buyer and, if context requires, the Partnership are sometimes jointly referred to herein as “Parties” and individually referred to as a “Party.”
PURCHASE AND SALE AGREEMENT AMONG Sanchez energy corporation (“SN”), SN CATARINA, LLC (“SELLER”) ANDPurchase and Sale Agreement • September 29th, 2015 • Sanchez Production Partners LP • Crude petroleum & natural gas
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), is entered into on September 25, 2015 (the “Execution Date”), by and among Sanchez Energy Corporation, a Delaware corporation (“SN”), SN Catarina, LLC, a Delaware limited liability company (“Seller” and, together with SN, the “SN Parties”) and Sanchez Production Partners LP, a Delaware limited partnership (“Buyer”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
Underwriting AgreementUnderwriting Agreement • October 7th, 2016 • Sanchez Production Partners LP • Crude petroleum & natural gas • New York
The Partnership has entered into (i) that certain Purchase and Sale Agreement (the “Carnero Purchase Agreement”), dated as of October 6, 2016, with Sanchez Energy Corporation, a Delaware corporation (“Sanchez Energy”), and SN Midstream, LLC, a Delaware limited liability company, pursuant to which 50% of the equity interests in Carnero Processing LLC, a Delaware limited liability company (“Carnero Processing”), are contemplated to be purchased by the Partnership, (ii) that certain Purchase and Sale Agreement (the “EWI Purchase Agreement”), dated as of October 6, 2016, with SN Cotulla Assets, LLC, a Texas limited liability company, and SN Palmetto, LLC, a Delaware limited liability company, pursuant to which certain oil and gas assets and interests are contemplated to be purchased by the Partnership and (iii) that certain Purchase and Sale Agreement
Geophysical Seismic Data Use License AgreementGeophysical Seismic Data Use License Agreement • May 8th, 2014 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Texas
This Geophysical Seismic Data Use License Agreement (this “License Agreement”), dated as of May 8, 2014 (the “Effective Date”), is made by and among Sanchez Oil & Gas Corporation, a Delaware corporation (“SOG”), and the following (individually, a “Company” and collectively, the “Companies”): Constellation Energy Partners LLC, a Delaware limited liability company (“Constellation”), SEP Holdings IV, LLC, a Delaware limited liability company and any other Subsidiary of Constellation that has executed a written agreement pursuant to which such entity becomes a party to this License Agreement and agrees to be bound by the provisions hereof as if such entity was a party hereunder (the Companies together with SOG, each a “Party” and collectively the “Parties”).
Evolve Transition Infrastructure LP Long-Term Incentive Program Award Agreement Relating to Restricted Units – NYSE American: SNMPAward Agreement Relating to Restricted Units • November 9th, 2021 • Evolve Transition Infrastructure LP • Crude petroleum & natural gas • Delaware
EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • March 16th, 2021 • Evolve Transition Infrastructure LP • Crude petroleum & natural gas • Texas
THIS EXECUTIVE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of August 2, 2019 (the “Effective Date”), by and between Charles C. Ward (“Executive”) and Sanchez Midstream Partners GP LLC, a Delaware limited liability company (“Company”) and the general partner of Sanchez Midstream Partners LP, a Delaware limited partnership (“Partnership,” and together with Company, the “Partnership Parties”). Executive and Company are collectively referred to herein as the “Parties,” and individually as a “Party.”
PURCHASE AND SALE AGREEMENT BETWEEN NEWFIELD EXPLORATION MID-CONTINENT INC. (AS SELLER) AND CONSTELLATION ENERGY PARTNERS LLC (AS BUYER) DATED AUGUST 2, 2007Purchase and Sale Agreement • September 26th, 2007 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Texas
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated August 2, 2007, is by and between NEWFIELD EXPLORATION MID-CONTINENT INC., a Delaware corporation, whose address is 110 West 7th, Tulsa, Oklahoma 74119 (“Seller”) and CONSTELLATION ENERGY PARTNERS LLC, a Delaware limited liability company, whose address is 500 Dallas Street, One Allen Center, Suite 3300, Houston, Texas 77002 (“Buyer”).
OMNIBUS AGREEMENT AMONG CONSTELLATION ENERGY COMMODITIES GROUP, INC. CONSTELLATION ENERGY PARTNERS LLC ROBINSON’S BEND PRODUCTION II, LLC ROBINSON’S BEND OPERATING II, LLC AND ROBINSON’S BEND MARKETING II, LLCOmnibus Agreement • November 28th, 2006 • Constellation Energy Partners LLC • Crude petroleum & natural gas
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date, among Constellation Energy Commodities Group, Inc., a Delaware corporation (“CCG”), Constellation Energy Partners LLC, a Delaware limited liability company (the “Company”), Robinson’s Bend Production II, LLC, a Delaware limited liability company (“Production”), Robinson’s Bend Operating II, LLC, a Delaware limited liability company (“Operating”) and Robinson’s Bend Marketing II, LLC, a Delaware limited liability company (“Marketing”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENT BY AND AMONG CONSTELLATION ENERGY PARTNERS LLC AND THE PURCHASERS NAMED HEREINRegistration Rights Agreement • September 26th, 2007 • Constellation Energy Partners LLC • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 21, 2007 by and among Constellation Energy Partners LLC, a Delaware limited liability company (“Constellation Energy”), and the purchasers listed on the signature pages to this Agreement (each, a “Purchaser” and, collectively, the “Purchasers”).
AMENDMENT NO. 10 TOWarrant Exercisable for Junior Securities • May 2nd, 2023 • Evolve Transition Infrastructure LP • Crude petroleum & natural gas • Delaware
This Amendment No. 10 (this “Amendment”) to Warrant Exercisable for Junior Securities is entered into effective as of May 1, 2023 by Evolve Transition Infrastructure LP, a Delaware limited partnership (the “Partnership”), and Stonepeak Catarina Holdings LLC, a Delaware limited liability company (the “Holder”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of August 2, 2019, as amended by the Letter Agreement (as defined below) and Amendment No. 1 thereto, dated as of February 26, 2021.
Evolve Transition Infrastructure LP 2021 Equity Inducement Award Program Inducement Award Agreement Relating to Restricted Units – NYSE American: SNMPInducement Award Agreement • November 9th, 2021 • Evolve Transition Infrastructure LP • Crude petroleum & natural gas • Delaware
Common Units Representing Limited Partner Interests ATM Sales AgreementAtm Sales Agreement • April 20th, 2021 • Evolve Transition Infrastructure LP • Crude petroleum & natural gas • New York
Evolve Transition Infrastructure LP, a Delaware limited partnership (the “Partnership”), confirms its agreement (this “Agreement”) with Virtu Americas LLC (“Virtu”) as follows:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 28th, 2006 • Constellation Energy Partners LLC • Crude petroleum & natural gas
THIS MANAGEMENT SERVICES AGREEMENT (the “Agreement”), made as of the 20th day of November, 2006, is by and among Constellation Energy Partners Management, LLC, a Delaware limited liability company (“CEPM”), and Constellation Energy Partners LLC, a Delaware limited liability company (the “Company”).
REGISTRATION RIGHTS AGREEMENT among NUVVE HOLDING CORP. and THE HOLDERS PARTY HERETORegistration Rights Agreement • October 28th, 2021 • Evolve Transition Infrastructure LP • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of May 17, 2021 (this “Agreement”) is entered into by and among NUVVE HOLDING CORP., a Delaware corporation (including such Person’s successors by merger, acquisition, reorganization or otherwise, the “Company”), and each of the undersigned Holders (collectively, “Stonepeak Purchasers”).
EVOLVE TRANSITION INFRASTRUCTURE LP Long-Term Incentive Plan Award Agreement Relating to Restricted Units – NYSE American: SNMPAward Agreement • March 23rd, 2021 • Evolve Transition Infrastructure LP • Crude petroleum & natural gas • Delaware
CONTRACT OPERATING AGREEMENTContract Operating Agreement • May 8th, 2014 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Texas
This Contract Operating Agreement (this “Agreement”), dated as of May 8, 2014 (the “Effective Date”), is made by and between Sanchez Oil & Gas Corporation, with offices at 1111 Bagby Street, Suite 1800, Houston, TX 77002 (“Operator”), and Constellation Energy Partners LLC, with offices at 1801 Main Street, Suite 1300, Houston, TX 77002 (“Owner”, and together with Operator, each a “Party” and together the “Parties”), on Owner’s own behalf and on behalf of its direct and indirect Subsidiaries (as defined in the Services Agreement (as defined below)).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2016 • Sanchez Production Partners LP • Crude petroleum & natural gas • Texas
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 22, 2016, by and between Sanchez Production Partners LP, a Delaware limited partnership (the “Partnership”), and SN UR Holdings, LLC, a Delaware limited liability company (the “Company”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SANCHEZ PRODUCTION PARTNERS LPLimited Partnership Agreement • September 1st, 2015 • Sanchez Production Partners LP • Crude petroleum & natural gas • Delaware
This FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SANCHEZ PRODUCTION PARTNERS LP dated as of August 31, 2015, is entered into by and between Sanchez Production Partners GP LLC, a Delaware limited liability company, as the General Partner, and 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:
Constellation Energy Partners LLC 4,500,000 Common Units Representing Class B Limited Liability Company Interests Underwriting AgreementUnderwriting Agreement • November 20th, 2006 • Constellation Energy Partners LLC • Crude petroleum & natural gas • New York
WATER GATHERING AND DISPOSAL AGREEMENTWater Gathering and Disposal Agreement • March 4th, 2008 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Texas
This Agreement (“Agreement”) is entered into as of the 9th day of August, 1990, by and between Torch Energy Associates Ltd., a Texas limited partnership (“Gatherer”), and Valasco Gas Company Ltd., a Texas limited partnership (“Producer”).
SETTLEMENT AGREEMENTSettlement Agreement • April 1st, 2014 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Delaware
This Settlement Agreement (“Agreement”) is made and entered into as of this 31st day of March, 2014 by (1) Plaintiffs Constellation Energy Partners Management, LLC (“CEPM”), Gary M. Pittman, and John R. Collins (collectively, “Plaintiffs”); (2) Defendants Stephen R. Brunner, Richard S. Langdon, Richard H. Bachmann, John N. Seitz, and Constellation Energy Partners LLC (“CEP” and collectively, the “CEP Defendants”); (3) Defendants Sanchez Oil & Gas Corporation (“SOG”), Sanchez Energy Partners I, LP (“SEPI”), Antonio R. Sanchez III, and Gerald F. Willinger (collectively, the “Sanchez Defendants” and with the CEP Defendants, the “Defendants”); (4) PostRock Energy Corporation (“PostRock”); and (5) White Deer Management LLC, White Deer Energy L.P., and Thomas J. Edelman (collectively, the “White Deer Parties”). Plaintiffs, the CEP Defendants, the Sanchez Defendants, PostRock and the White Deer Parties are collectively referred to as the “Settling Parties.” The White Deer Parties are parties
SANCHEZ PRODUCTION PARTNERS LP Common Units Representing Limited Partner Interests At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • April 6th, 2017 • Sanchez Production Partners LP • Crude petroleum & natural gas • New York
Sanchez Production Partners LP, a Delaware limited partnership (the “Partnership”), confirms its agreement (this “Agreement”) with FBR Capital Markets & Co. (“FBR”) as follows:
Levo Mobility LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of August 4, 2021 THE UNITS ISSUED UNDER THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER...Limited Liability Company Agreement • November 10th, 2021 • Evolve Transition Infrastructure LP • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Levo Mobility LLC, a Delaware limited liability company (the “Company”), is made and entered into as of August 4, 2021 (the “Execution Date”), by and among Nuvve Corporation, a Delaware corporation (“Nuvve”), Stonepeak Rocket Holdings LP, a Delaware limited partnership (“Stonepeak”), and Evolve Transition Infrastructure LP, a Delaware limited partnership (“Evolve”).
