QR ENERGY, LP QRE FINANCE CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 9.25% SENIOR NOTES DUE 2020 INDENTURE Dated as of July 30, 2012 U.S. BANK NATIONAL ASSOCIATION As TrusteeIndenture • July 31st, 2012 • QR Energy, LP • Crude petroleum & natural gas • New York
INDENTURE dated as of July 30, 2012 among QR Energy, LP, a Delaware limited partnership (the “Company”), QRE Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QR ENERGY, LPLimited Partnership Agreement • December 22nd, 2010 • QR Energy, LP • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QR ENERGY, LP dated as of December 22, 2010, is entered into by and between QRE GP, LLC, a Delaware limited liability company, as the General Partner, and The Quantum Aspect Partnership, LP, a Delaware limited partnership, as the Organizational Limited Partner, together with 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:
REGISTRATION RIGHTS AGREEMENT by and among QR Energy, LP QRE Finance Corporation, the Guarantors party hereto, and Citigroup Global Markets Inc. Barclays Capital Inc. Credit Agricole Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc....Registration Rights Agreement • July 31st, 2012 • QR Energy, LP • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 30, 2012, by and among QR Energy, LP, a Delaware limited partnership (the “Partnership”), QRE Finance Corporation, a Delaware corporation (“Finance Corp” and, together with the Partnership, the “Issuers”), QRE Operating, LLC, a limited liability company organized under the laws of Delaware (the “Guarantor”), and Citigroup Global Markets Inc., Barclays Capital Inc., Credit Agricole Securities (USA) Inc., RBC Capital Markets, LLC, RBS Securities Inc., and Wells Fargo Securities, LLC as representatives of the initial purchasers listed on Schedule I to the Purchase Agreement (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 9.25% Senior Notes due 2020 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantor (the “Guarantee”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guar
QR ENERGY, LP 12,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2012 • QR Energy, LP • Crude petroleum & natural gas • New York
Senior Secured Revolving Credit Facility CREDIT AGREEMENT dated as of December 17, 2010 among QRE OPERATING, LLC as Borrower, QR ENERGY, LP, QRE GP, LLC, The Lenders Party Hereto WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, JPMORGAN...Credit Agreement • December 22nd, 2010 • QR Energy, LP • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT dated as of December 17, 2010 is among: QRE OPERATING, LLC, a Delaware limited liability company (the “Borrower”); QR Energy, LP, a Delaware limited partnership (“QRE MLP”); QRE GP, LLC, a Delaware limited liability company (“General Partner”); 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. (in its individual capacity, “JPMorgan”) as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and ROYAL BANK OF CANADA, THE ROYAL BANK OF SCOTLAND plc, and TORONTO DOMINION (NEW YORK) LLC, as documentation agents for the Lenders (each, in such capacity, together with its successors in such capacity, a “Documentation Agent”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG BREITBURN ENERGY PARTNERS LP QR HOLDINGS (QRE), LLC QR ENERGY HOLDINGS, LLC QUANTUM RESOURCES B, LP QUANTUM RESOURCES C, LP QUANTUM RESOURCES A1, LP QAB CARRIED WI, LP QAC CARRIED WI, LP AND BLACK DIAMOND...Registration Rights Agreement • July 29th, 2014 • QR Energy, LP • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2014 by and among Breitburn Energy Partners LP, a Delaware limited partnership (“Parent”) and QR Holdings (QRE), LLC, a Texas limited liability company, QR Energy Holdings, LLC, a Texas limited liability company, Quantum Resources B, LP, a Delaware limited partnership, Quantum Resources A1, LP, a Delaware limited partnership, Quantum Resources C, LP, a Delaware limited partnership, QAB Carried WI, LP, a Delaware limited partnership, QAC Carried WI, LP, a Delaware limited partnership, and Black Diamond Resources, LLC, a Delaware limited liability company (collectively, the “Partnership Unitholders”), as holders of outstanding Common Units and Partnership Class B Units of QR Energy, LP, a Delaware limited partnership (the “Partnership”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG BREITBURN ENERGY PARTNERS LP, BREITBURN GP LLC BOOM MERGER SUB, LLC, QR ENERGY, LP AND QRE GP, LLC DATED AS OF JULY 23, 2014Merger Agreement • July 29th, 2014 • QR Energy, LP • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 23, 2014 (this “Agreement”), is entered into by and among Breitburn Energy Partners LP, a Delaware limited partnership (“Parent”), Breitburn GP LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), Boom Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub” and, with Parent and Parent GP, the “Parent Entities”), QR Energy, LP, a Delaware limited partnership (the “Partnership”), and QRE GP, LLC, a Delaware limited liability company (“Partnership GP” and, with the Partnership, the “Partnership Entities”).
SERVICES AGREEMENT BY AND BETWEEN QUANTUM RESOURCES MANAGEMENT, LLC QRE GP, LLC QR ENERGY, LP AND QRE OPERATING, LLCServices Agreement • December 22nd, 2010 • QR Energy, LP • Crude petroleum & natural gas
THIS SERVICES AGREEMENT (the “Agreement”), made as of the 22nd day of December, 2010 (the “Closing Date”), is by and between QUANTUM RESOURCES MANAGEMENT, LLC, a Delaware limited liability company (“QRM”), QRE GP, LLC, a Delaware limited liability company (the “General Partner”), QR ENERGY, LP, a Delaware limited partnership (the “MLP”), and QRE OPERATING, LLC, a Delaware limited liability company (the “OLLC”).
QR ENERGY, LP 15,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2010 • QR Energy, LP • Crude petroleum & natural gas • New York
Wells Fargo Securities, LLC J.P. Morgan Securities LLC Raymond James & Associates, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule 1 hereto
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 1st, 2012 • QR Energy, LP • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (this “Agreement”), dated as of the 26th day of October, 2012 (but effective as of the Effective Time), is made and entered into by and among DANMARK EAST TEXAS FIELD L.P., a Texas limited partnership, and DANMARK OPERATING COMPANY LLC, a Texas limited liability company (herein collectively called “Seller”), and QUANTUM RESOURCES MANAGEMENT, L.L.C., a Delaware limited liability company (herein called “Buyer”).
QR ENERGY, LP 17,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • April 16th, 2012 • QR Energy, LP • Crude petroleum & natural gas • New York
QR ENERGY, LP COMMON UNITS EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 3rd, 2014 • QR Energy, LP • Crude petroleum & natural gas • New York
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QRE GP, LLC (A DELAWARE LIMITED LIABILITY COMPANY)Limited Liability Company Agreement • December 22nd, 2010 • QR Energy, LP • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of QRE GP, LLC, a Delaware limited liability company (the “Company”), executed effective as of December 22, 2010 (the “Effective Date”), is adopted, executed and agreed to, by QR Holdings (QRE), LLC, a Texas limited liability company (“QRH”) and QR Energy Holdings, LLC, a Texas limited liability company (“QREH”). The parties hereto shall be referenced individually as a “Member” or “Party” and collectively as “Members” or “Parties.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG QUANTUM RESOURCES A1, LP, QUANTUM RESOURCES B, LP, QUANTUM RESOURCES C, LP, QAB CARRIED WI, LP, QAC CARRIED WI, LP, BLACK DIAMOND RESOURCES, LLC QRE GP, LLC, QR ENERGY, LP, AND QRE OPERATING, LLCContribution, Conveyance and Assumption Agreement • December 22nd, 2010 • QR Energy, LP • Crude petroleum & natural gas • Texas
The ORRI shall not apply to, and in any event shall not be paid or accrued upon, any Oil Hydrocarbon used for operating, development or production purposes upon the lands covered by the Leases or unavoidably lost, and the ORRI shall not apply to and shall not be paid with respect to Oil Hydrocarbons used in re-pressuring or recycling operations or pressure maintenance operations benefiting the lands covered by the Leases.
STAKEHOLDERS’ AGREEMENTStakeholders' Agreement • September 30th, 2010 • QR Energy, LP • Delaware
This STAKEHOLDERS’ AGREEMENT (this “Agreement”) is dated as of September 29, 2010, and is made by and among QR Energy, LP, (“QR Energy”), Quantum Resources A1, LP (“QRA”), Quantum Resources B, LP (“QRB”), Quantum Resources C, LP (“QRC” and together with QRA and QRB, the “Funds”), QAB Carried WI, LP (“QAB”) and QAC Carried WI, LP (“QAC”), each a Delaware limited partnership, and Black Diamond Resources, LLC a Delaware limited liability company (“Black Diamond” and together with QRA, QRB, QRC, QAB and QAC, the “Property Contributors”) Terms that are capitalized but not defined shall have the meanings assigned to such terms in Article I of this Agreement.
CLASS C AGREEMENTClass C Agreement • July 29th, 2014 • QR Energy, LP • Crude petroleum & natural gas • Delaware
This CLASS C AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2014, among QR Energy, LP, a Delaware limited partnership (the “Partnership”), on the one hand, and each of Quantum Resources A1, LP, Quantum Resources B, LP, Quantum Resources C, LP, QAB Carried WI, LP, QAC Carried WI, LP and Black Diamond Resources, LLC (collectively, the “Unitholders” and each, a “Unitholder”). The parties to this Agreement are sometimes referred to herein collectively as the “parties,” and individually as a “party.”
AGREEMENT OF LIMITED PARTNERSHIP OF QR ENERGY, LPLimited Partnership Agreement • September 30th, 2010 • QR Energy, LP • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of September 28, 2010 (this “Agreement”), is made, executed and agreed to by QRE GP, LLC, a Delaware limited liability company, as general partner, and The Quantum Aspect Partnership, LP, a Delaware limited partnership, as Organizational Limited Partner.
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • November 3rd, 2010 • QR Energy, LP • Crude petroleum & natural gas
This Indemnification Agreement (this “Agreement”) is made and entered into as of this [Insert Day] day of [Insert Month], 20 , by and among QRE GP, LLC, a Delaware limited liability company (the “General Partner”); QR Energy, LP, a Delaware limited partnership (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”); and [Insert Director Name] (“Indemnitee”). Each of the defined terms used in this Agreement shall have the definition set forth in Section 14 of this Agreement.
CONTRIBUTION AGREEMENTContribution Agreement • March 3rd, 2014 • QR Energy, LP • Crude petroleum & natural gas • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of March 2, 2014, by and among QR Energy, LP, a Delaware limited partnership (the “Partnership”), QRE GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), QR Holdings (QRE), LLC, a Texas limited liability company (“QRH”) and QR Energy Holdings, LLC, a Texas limited liability company (“QREH” and, together with QRH, the “QR Parties”). Each of the foregoing shall be referred to individually as a “Party” and collectively as the “Parties.”
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 2nd, 2013 • QR Energy, LP • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (this “Agreement”), dated as of the 27th day of June, 2013 (but effective as of the Effective Time), is made and entered into by and among SND Operating, LLC, a Texas limited liability company; SND Energy Company, Inc., a Texas corporation; Topcat Energy, LLC, a Texas limited liability company; Traverse Energy Investments, Inc., a Texas corporation; CRA Interests, LLC, a Texas limited liability company; Modoc Limited, LLC, a Texas limited liability company; and John Stephen Wagner, an individual (herein collectively called “Seller”), and QRE Operating, LLC, a Delaware limited liability company (herein called “Buyer”).
AMENDMENT NO. 1 TO THE PURCHASE AND SALE AGREEMENT DATED OCTOBER 26, 2012 BY AND BETWEEN DANMARK EAST TEXAS FIELD L.P. AND DANMARK OPERATING COMPANY LLC AND QUANTUM RESOURCES MANAGEMENT, LLCPurchase and Sale Agreement • November 1st, 2012 • QR Energy, LP • Crude petroleum & natural gas
This Amendment No. 1 (the “Amendment”) dated November 1, 2012, to the Purchase and Sale Agreement (the “PSA”) dated October 26, 2012 by and between DANMARK EAST TEXAS FIELD L.P., a Texas limited partnership, and DANMARK OPERATING COMPANY LLC, a Texas limited liability company (collectively “Seller”) and QUANTUM RESOURCES MANAGEMENT, LLC, a Delaware limited liability company “Buyer”) is made by and among Seller, Buyer and QRE OPERATING, LLC, (“QRE Operating”), a Delaware limited liability company. Buyer, Seller and QRE Operating are sometimes herein individually referred to as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QR ENERGY, LPFirst Amended and Restated Agreement of Limited Partnership • October 6th, 2011 • QR Energy, LP • Crude petroleum & natural gas • Delaware
This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of QR Energy, LP, a Delaware limited partnership (the “Partnership”), dated as of December 22, 2010 (the “Partnership Agreement”), is entered into effective as of October 3, 2011, by QRE GP, LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership, on behalf of itself and the Limited Partners of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 16th, 2012 • QR Energy, LP • Crude petroleum & natural gas
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 11, 2012, is made by and among QRE OPERATING, LLC, a Delaware limited liability company (“Borrower”); QR ENERGY, LP, a Delaware limited partnership (“QRE MLP”); QRE GP, LLC, a Delaware limited liability company (“General Partner”); WELLS FARGO BANK, NATIONAL ASSOCIATION (in its individual capacity, “Wells Fargo”) as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the financial institutions (collectively the “Lenders”) party to the hereinafter-defined Credit Agreement; and the undersigned Lenders.
PURCHASE AND SALE AGREEMENT AMONG QUANTUM RESOURCES A1, LP, QAB CARRIED WI, LP, QAC CARRIED WI, LP, AND BLACK DIAMOND RESOURCES, LLC (COLLECTIVELY “SELLERS”) AND QRE OPERATING, LLC (“PURCHASER”)Purchase and Sale Agreement • January 3rd, 2013 • QR Energy, LP • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (the “Agreement”) is dated as of December 28, 2012, by and among Quantum Resources A1, LP (“QRA”), a Delaware limited partnership, QAB Carried WI, LP (“QAB”), a Delaware limited partnership, QAC Carried WI, LP (“QAC”), a Delaware limited partnership, and Black Diamond Resources, LLC, a Delaware limited liability company (“Black Diamond,” and collectively with QRA, QAB and QAC, the “Sellers”) and QRE Operating, LLC, a Delaware limited liability company (the “Purchaser”). The Sellers and the Purchaser are collectively referred to herein as “Parties” and individually referred to as a “Party”.
FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF QRE GP, LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • November 26th, 2010 • QR Energy, LP • Crude petroleum & natural gas
This FIRST AMENDMENT (this “Amendment”) to the LIMITED LIABILITY COMPANY AGREEMENT of QRE GP, LLC dated September 28, 2010 (the “Agreement”), is dated as of November 17, 2010.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 16th, 2013 • QR Energy, LP • Crude petroleum & natural gas
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 20, 2012, is made by and among QRE OPERATING, LLC, a Delaware limited liability company (“Borrower”); QR ENERGY, LP, a Delaware limited partnership (“QRE MLP”); QRE GP, LLC, a Delaware limited liability company (“General Partner”); WELLS FARGO BANK, NATIONAL ASSOCIATION (in its individual capacity, “Wells Fargo”) as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the financial institutions (collectively the “Lenders”) party to the hereinafter-defined Credit Agreement; and the undersigned Lenders.
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 6th, 2014 • QR Energy, LP • Crude petroleum & natural gas
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 21, 2014, is made by and among QRE OPERATING, LLC, a Delaware limited liability company (“Borrower”); QR ENERGY, LP, a Delaware limited partnership (“QRE MLP”); QRE GP, LLC, a Delaware limited liability company (“General Partner”); WELLS FARGO BANK, NATIONAL ASSOCIATION (in its individual capacity, “Wells Fargo”) as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the financial institutions (collectively the “Lenders”) party to the hereinafter-defined Credit Agreement; and the undersigned Lenders.
FORM] QRE GP, LLC LONG-TERM INCENTIVE PLAN RESTRICTED UNIT AGREEMENT FOR EMPLOYEESRestricted Unit Agreement • December 22nd, 2010 • QR Energy, LP • Crude petroleum & natural gas • Texas
This Restricted Unit Agreement (this “Agreement”) is made and entered into by and between QRE GP, LLC, a Delaware limited liability company (the “Company”), and [_____________________] (the “Employee”). This Agreement is entered into as of the [_____] day of [________________], 20[__] (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
OMNIBUS AGREEMENT BY AND AMONG QR ENERGY, LP, QRE GP, LLC QRE OPERATING, LLC, QUANTUM RESOURCES A1, LP, QUANTUM RESOURCES B, LP, QUANTUM RESOURCES C, LP, QAB CARRIED WI, LP, QAC CARRIED WI, LP, BLACK DIAMOND RESOURCES, LLC, QA HOLDINGS, LP AND QA...Omnibus Agreement • December 22nd, 2010 • QR Energy, LP • Crude petroleum & natural gas
THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among QR ENERGY, LP, a Delaware limited partnership (the “MLP”), QRE GP, LLC, a Delaware limited liability company and the general partner of the MLP (the “General Partner”), QRE OPERATING, LLC, a Delaware limited liability company (“OLLC”), QUANTUM RESOURCES A1, LP, a Delaware limited partnership (“QRA”), QUANTUM RESOURCES B, LP, a Delaware limited partnership (“QRB”), QUANTUM RESOURCES C, LP, a Delaware limited partnership (“QRC”), QAB CARRIED WI, LP, a Delaware limited partnership (“QAB”), QAC CARRIED WI, LP, a Delaware limited partnership (“QAC”), BLACK DIAMOND RESOURCES, LLC, a Delaware limited liability company (“Black Diamond”) and together with QRA, QRB, QRC, QAB and QAC (collectively, the “Fund Group,” and referred to individually as a “Fund Entity”), QA HOLDINGS LP, a Delaware limited partnership (“Holdco”) and QA GLOBAL GP, LLC, a Delaware limited
QR Energy, LP QRE Finance Corporation $300,000,000 9.25% Senior Notes due 2020 Purchase AgreementPurchase Agreement • July 31st, 2012 • QR Energy, LP • Crude petroleum & natural gas • New York
QR Energy, LP, a limited partnership organized under the laws of Delaware (the “Partnership”), and QRE Finance Corporation, a corporation organized under the laws of Delaware (the “Finance Corp.” and, together with the Partnership, the “Issuers”), propose to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, $300,000,000 principal amount of its 9.25% Senior Notes due 2020 (the “Notes”). The Notes will be issued pursuant to an indenture dated as of the Closing Date (the “Indenture”), among the Issuers, QRE Operating, LLC, a limited liability company organized under the laws of Delaware ( “QR Operating”), and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by QR Operating and each subsidiary of the Partnership that is required to guarantee the Notes in accordance with the provisions of the Indenture (the “Guarantees”
AMENDMENT NO. 2 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QR ENERGY, LPFirst Amended and Restated Agreement of Limited Partnership • December 17th, 2013 • QR Energy, LP • Crude petroleum & natural gas • Delaware
This Amendment No. 2 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of QR Energy, LP, a Delaware limited partnership (the “Partnership”), dated as of December 22, 2010 as amended by Amendment No. 1 dated October 3, 2011 (the “Partnership Agreement”), is entered into effective as of December 12, 2013, by QRE GP, LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership, on behalf of itself and the Limited Partners of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
LIMITED LIABILITY COMPANY AGREEMENT OF QRE GP, LLC a Delaware limited liability companyLimited Liability Company Agreement • September 30th, 2010 • QR Energy, LP • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of QRE GP, LLC, dated as of September 28, 2010 (this “Agreement”), is made, executed and agreed to by QR Holdings (QRE), LLC and QR Energy Holdings, LLC (each referred to individually as a “Member” and collectively as the “Members”).
FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG QUANTUM RESOURCES A1, LP, QUANTUM RESOURCES B, LP, QUANTUM RESOURCES C, LP, QAB CARRIED WI, LP, QAC CARRIED WI, LP, BLACK DIAMOND RESOURCES, LLC QRE GP, LLC, QR ENERGY, LP, AND QRE...Contribution, Conveyance and Assumption Agreement • November 3rd, 2010 • QR Energy, LP • Crude petroleum & natural gas • Texas
Quantum Resources A1, LP, a Delaware limited partnership (“QRA”), Quantum Resources B, LP, a Delaware limited partnership (“QRB”), Quantum Resources C LP, a Delaware limited partnership (“QRC”), QAB Carried WI, LP, a Delaware limited partnership (“QAB”), QAC Carried WI, LP, a Delaware limited partnership (“QAC”), and Black Diamond Resources, LLC, a Delaware limited liability company (“Black Diamond” and, together with QRA, QRB, QRC, QAB and QAC, “Assignor”), each of whose address is 1401 McKinney Street, Suite 2400, Houston, Texas 77010, for good and valuable consideration, the receipt of which is hereby acknowledged, effective as of 12:01 a.m. on ___________ (the “Effective Time”) does hereby TRANSFER and ASSIGN unto QR Operating, LLC, a Delaware limited liability company, whose address is 1401 McKinney Street, Suite 2400, Houston, Texas 77010 (“Assignee”) an overriding royalty interest in, to and under each of the oil and gas leases described on Exhibit A attached hereto (collectivel
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 3rd, 2014 • QR Energy, LP • Crude petroleum & natural gas
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 28, 2014, is made by and among QRE OPERATING, LLC, a Delaware limited liability company (“Borrower”); QR ENERGY, LP, a Delaware limited partnership (“QRE MLP”); QRE GP, LLC, a Delaware limited liability company (“General Partner”); WELLS FARGO BANK, NATIONAL ASSOCIATION (in its individual capacity, “Wells Fargo”) as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the financial institutions (collectively the “Lenders”) party to the hereinafter-defined Credit Agreement; and the undersigned Lenders.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 3rd, 2014 • QR Energy, LP • Crude petroleum & natural gas
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 23, 2013, effective as of August 6, 2013, is made by and among QRE OPERATING, LLC, a Delaware limited liability company (“Borrower”); QR ENERGY, LP, a Delaware limited partnership (“QRE MLP”); QRE GP, LLC, a Delaware limited liability company (“General Partner”); WELLS FARGO BANK, NATIONAL ASSOCIATION (in its individual capacity, “Wells Fargo”) as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the financial institutions (collectively the “Lenders”) party to the hereinafter-defined Credit Agreement; and the undersigned Lenders.
