11,085,000 Trust Units VOC ENERGY TRUST UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2011 • VOC Brazos Energy Partners, LP • Crude petroleum & natural gas • Texas
This letter is delivered to you pursuant to the Underwriting Agreement (the “Underwriting Agreement”) to be entered into among VOC Energy Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”), VOC Brazos Energy Partners, L.P., a Texas limited partnership (the “Company”), and Raymond James & Associates, Inc. and Morgan Stanley & Co. Incorporated as the representatives (the “Representatives”) of the several underwriters (the “Underwriters”) listed on Schedule I thereto. Upon the terms and subject to the conditions of the Underwriting Agreement, (i) the Company proposes to sell to the Underwriters units of beneficial interest (the “Units”) in the Trust, and (ii) the Underwriters intend to effect a public offering of the Units, as described in and contemplated by the registration statement of the Trust and the Company on Form S-1, File No. 333-171474 (the “Registration Statement”), as filed with the Securities and Exchange Commission on December 30, 2010 and
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN VOC PARTNERS, LLC AND VOC ENERGY TRUST DATED AS OF [____], 2011Registration Rights Agreement • April 13th, 2011 • VOC Brazos Energy Partners, LP • Crude petroleum & natural gas • Delaware
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of [____], 2011 by and between VOC Partners, LLC, a limited liability company formed under the laws of the State of Kansas (the “Company”), and VOC Energy Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”). Unless expressly stated otherwise in this Agreement, as used in this Agreement, references to the “Trustee” mean The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee (in such capacity, or any successor trustee, the “Trustee”) of the Trust and not in its individual capacity.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of ______________, 2011 among VOC BRAZOS ENERGY PARTNERS, LP, as the Borrower, VOC Partners LLC, BANK OF AMERICA, N.A., as the Administrative Agent and The Other Lenders Party Hereto MERRILL LYNCH,...Credit Agreement • April 25th, 2011 • VOC Brazos Energy Partners, LP • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of ________, 2011, among VOC BRAZOS ENERGY PARTNERS, L.P., a Texas limited partnership (the “the Borrower”), VOC Partners LLC, a Kansas limited liability company (“VOC Partners”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as the Administrative Agent.
TRUST UNIT PURCHASE AGREEMENTTrust Unit Purchase Agreement • May 19th, 2011 • VOC Brazos Energy Partners, LP • Crude petroleum & natural gas • Kansas
This TRUST UNIT PURCHASE AGREEMENT (this “Agreement”), is by and between VOC Partners, LLC, a Kansas limited liability company (the “Purchaser”) and VOC Brazos Energy Partners, L.P., a Texas limited partnership (the “Selling Unitholder”). Subject to the terms set forth in this Agreement, this Agreement is the unconditional and binding obligation of the parties hereto as of December 27, 2010.
AMENDED AND RESTATED TRUST AGREEMENT OF VOC ENERGY TRUST Among VOC BRAZOS ENERGY PARTNERS, L.P. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. and WILMINGTON TRUST COMPANYTrust Agreement • April 13th, 2011 • VOC Brazos Energy Partners, LP • Crude petroleum & natural gas • Delaware
This Amended and Restated Trust Agreement of VOC Energy Trust, a Delaware statutory trust (the “Trust”), is entered into effective as of the [__]th day of , 2011, by and among VOC Brazos Energy Partners, L.P., a Texas limited partnership with its principal office in Wichita, Kansas (“VOC Brazos”), as trustor, and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of the State of Delaware with its principal office in Wilmington, Delaware and its successors and assigns (“Wilmington Trust”), as Delaware Trustee (as hereinafter defined), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national association organized under the laws of the State of New York with its principal place of business in New York, New York (the “Bank”), as Trustee (as hereinafter defined).
Administrative Services AgreementAdministrative Services Agreement • April 13th, 2011 • VOC Brazos Energy Partners, LP • Crude petroleum & natural gas • Delaware
This ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is dated as of [___], 2011 by and between VOC Brazos Energy Partners, L.P., a limited partnership formed under the laws of the State of Texas (the “Partnership”), and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee (the “Trustee”) of VOC Energy Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”).
FIRST AMENDMENT AND WAIVER TO VOC BRAZOS ENERGY PARTNERS CREDIT AGREEMENTCredit Agreement • December 30th, 2010 • VOC Brazos Energy Partners, LP • New York
THIS FIRST AMENDMENT AND WAIVER (herein called this “First Amendment and Waiver”) made as of the 12th day of August, 2008 by and among by and among VOC BRAZOS ENERGY PARTNERS, L.P., a Texas limited partnership (“Borrower”), BANK OF AMERICA, N.A., as Administrative Agent, and the Lenders party hereto.
FIRST AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • April 13th, 2011 • VOC Brazos Energy Partners, LP • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDMENT (“Amendment”) to that certain Contribution and Exchange Agreement dated August 30, 2010 (“Original Agreement”) is entered into as of April 11, 2011 by and among VOC Brazos Energy Partners, L.P., a Texas limited partnership (the “Company”), VOC Kansas Energy Partners, LLC, a Kansas limited liability company (“KEP”), VAP-III, LLC, a Kansas limited liability company (“VAP-III), Vess Texas Acquisition Group, LLC, a Texas limited liability company (“VTAG”), Vess Texas Partners, LLC, a Texas limited liability company (“VTP”) and those other Company Partners who are a party to the Original Agreement.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP VOC BRAZOS ENERGY PARTNERS, L.P.Limited Partnership Agreement • December 30th, 2010 • VOC Brazos Energy Partners, LP • Texas
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT is entered into by and among the Partners of VOC Brazos Energy Partners, L.P., a Texas limited partnership (the “Partnership”). The Partners hereby agree that the terms governing this Partnership will be as follows:
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • December 30th, 2010 • VOC Brazos Energy Partners, LP • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of August 30, 2010 by and among VOC Brazos Energy Partners, L.P., a Texas limited partnership (the “Company”), VOC Kansas Energy Partners, LLC, a Kansas limited liability company (“KEP”), VAP-III, LLC, a Kansas limited liability company (“VAP-III), Vess Texas Acquisition Group, LLC, a Texas limited liability company (“VTAG”), Vess Texas Partners, LLC, a Texas limited liability company (“VTP”) and those Persons identified as New Partners on Exhibit A hereto (individually, each a “New Partner” and collectively, the “New Partners”).
TRUST AGREEMENT OF VOC ENERGY TRUSTTrust Agreement • December 30th, 2010 • VOC Brazos Energy Partners, LP • Delaware
This Trust Agreement of VOC Energy Trust is entered into effective as of the 3rd day of November, 2010 (this “Trust Agreement”), by and among VOC BRAZOS ENERGY PARTNERS, LP, a Texas limited partnership with its principal office in Wichita, Kansas (together with its successors and assigns, “VOC Brazos”) as trustor, and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of the State of Delaware with its principal office in Wilmington, Delaware (“Wilmington Trust”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national association organized under the laws of the State of New York with its principal place of business in New York, New York (the “Bank”), as trustees (collectively referred to herein as the “Trustees”). VOC Brazos and the Trustees hereby agree as follows:
CREDIT AGREEMENT Dated as of June 27, 2008 among VOC BRAZOS ENERGY PARTNERS, L.P., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party HeretoCredit Agreement • December 30th, 2010 • VOC Brazos Energy Partners, LP • New York
CREDIT AGREEMENT (this “Agreement”) is entered into as of June 27, 2008, among VOC BRAZOS ENERGY PARTNERS, L.P., a Texas limited partnership (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
