AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 8th, 2023 • TXO Partners, L.P. • Crude petroleum & natural gas • New York
This Credit Agreement dated as of November 1, 2021 is among TXO PARTNERS, L.P., a Delaware limited partnership (“Borrower”), the lenders party hereto from time to time as Lenders (as defined herein), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (as defined herein).
SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TXO ENERGY PARTNERS, L.P. A Delaware Limited Partnership Dated as of January 31, 2023TXO Energy Partners, L.P. • January 31st, 2023 • Crude petroleum & natural gas • Delaware
THIS SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TXO ENERGY PARTNERS, L.P. dated as of January 31, 2023, is entered into by and between TXO ENERGY GP, LLC, a Delaware limited liability company, as the General Partner, and MORNINGSTAR PARTNERS II, L.P., a Delaware limited partnership, 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:
TXO ENERGY PARTNERS, L.P. PHANTOM UNIT AGREEMENTPhantom Unit Agreement • January 18th, 2023 • MorningStar Partners, L.P. • Crude petroleum & natural gas • Delaware
Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), TXO Energy GP, LLC (the “Company”), as the general partner of TXO Energy Partners, L.P. (the “Partnership”), hereby grants to the individual identified in the Grant Notice below (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the TXO Energy Partners, L.P. 2023 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit granted hereunder shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 18th, 2023 • MorningStar Partners, L.P. • Crude petroleum & natural gas • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), made and executed as of [●], by and between TXO Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), TXO Energy GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and [●], an individual resident of the State of [●] (the “Indemnitee”).
TXO Energy Partners, L.P. 5,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTTXO Energy Partners, L.P. • January 31st, 2023 • Crude petroleum & natural gas • New York
MorningStar Partners, L.P., a Delaware limited partnership (to be renamed prior to the Closing Date (as defined below) to TXO Energy Partners, L.P., the “Partnership”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 5,000,000 common units representing limited partner interests in the Partnership (the “Common Units”). Such aggregate of 5,000,000 Common Units to be purchased from the Partnership by the Underwriters are called the “Firm Units.” In addition, the Partnership has agreed to issue and sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 750,000 Common Units (the “Additional Units”) to cover over-allotments by the Underwriters, if any. The Firm Units and the Additional Units are collectively referred to in this Agreement as the “Units.” Raymond James & Associates, Inc. (“Raymond James”) and Stifel, Nicolaus & Company,
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS...Limited Liability Company Agreement • November 17th, 2022 • MorningStar Partners, L.P. • Crude petroleum & natural gas • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Cross Timbers Energy, LLC, a Delaware limited liability company (the “Company”), is entered into and effective as of June 13 , 2012 (Effective Date”), by XTO Energy Inc., a Delaware corporation (“XTO Energy”), XH LLC, a Delaware limited liability Company (“XH”) and HHE Energy Company, a Delaware corporation (“HHE”), and MorningStar Partners, L.P., a Delaware limited partnership (“Morningstar”), (each a “Member” and collectively the “Members”).
AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TXO ENERGY GP, LLCLimited Liability Company Agreement • May 9th, 2023 • TXO Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
This AMENDMENT NO. 1 (this “Amendment”) is made on May 8, 2023 to that certain First Amended and Restated Limited Liability Company Agreement of TXO Energy GP, LLC (the “Company”), dated January 31, 2023, (“Company Agreement”), by MorningStar Oil & Gas, LLC, a Delaware limited partnership, in its capacity as sole member (the “Member”) of the Company. Capitalized words and phrases used in this Amendment but not defined herein shall have the meanings set forth in the Company Agreement.
TXO ENERGY PARTNERS, L.P. PHANTOM UNIT AGREEMENTPhantom Unit Agreement • January 18th, 2023 • MorningStar Partners, L.P. • Crude petroleum & natural gas • Delaware
Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), TXO Energy GP, LLC (the “Company”), as the general partner of TXO Energy Partners, L.P. (the “Partnership”), hereby grants to the individual identified in the Grant Notice below (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the TXO Energy Partners, L.P. 2023 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit granted hereunder shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2024 • TXO Partners, L.P. • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 30, 2024 by and among TXO Partners, L.P., a Delaware limited partnership (the “Partnership”), EMEP Acquisitions, LLC, a Delaware limited liability company (“EMEP”) and VR4-ELM, LP, a Texas limited partnership (“Vendera”), on behalf of the Holders (as defined below) listed on Schedule 1. EMEP and Vendera are collectively referred to herein as the “Sellers.” The General Partner (as defined below), the Partnership, and the Sellers are collectively referred to herein as the “Parties.”
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • January 31st, 2023 • TXO Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
IN WITNESS WHEREOF, the undersigned has executed and delivered this Agreement for and on behalf of the Exchanging Partners under power of attorney granted pursuant to that certain Sixth Amended and Restated Limited Partnership Agreement of MorningStar Partners, L.P., dated October 29, 2021, such execution and delivery to be effective as of the Effective Date.
CREDIT AGREEMENT among MORNINGSTAR PARTNERS, L.P., as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME as Lenders, and JPMORGAN CHASE BANK, N.A. as Administrative Agent November 1, 2021 JPMorgan Chase Bank, N.A. as Lead Arranger BOKF, NA dba Bank...Credit Agreement • September 1st, 2022 • MorningStar Partners, L.P. • Crude petroleum & natural gas • New York
This Credit Agreement dated as of November 1, 2021 is among MORNINGSTAR PARTNERS, L.P., a Delaware limited partnership (“Borrower”), the lenders party hereto from time to time as Lenders (as defined herein), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (as defined herein).
TXO Partners, L.P. 6,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTTXO Partners, L.P. • June 28th, 2024 • Crude petroleum & natural gas • New York
TXO Partners, L.P., a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated herein, to issue and sell to Raymond James & Associates, Inc., as the sole underwriter (the “Underwriter” or “you”), an aggregate of 7,475,000 common units representing limited partner interests in the Partnership (the “Common Units”). Such aggregate of 6,500,000 Common Units to be purchased from the Partnership by the Underwriter are called the “Firm Units.” In addition, the Partnership has agreed to issue and sell to the Underwriter, upon the terms and conditions stated herein, up to an additional 975,000 Common Units (the “Additional Units”). The Firm Units and the Additional Units are collectively referred to in this Agreement as the “Units.” The Partnership and the Underwriter are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TXO ENERGY GP, LLC A Delaware Limited Liability Company Dated as of January 31, 2023Limited Liability Company Agreement • March 31st, 2023 • TXO Energy Partners, L.P. • Crude petroleum & natural gas • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TXO Energy GP, LLC (the “Company”), dated as of January 31, 2023, is adopted, executed and agreed to by MorningStar Oil & Gas, LLC, as the sole member of the Company (in such capacity, the “Sole Member”).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TXO ENERGY GP, LLC A Delaware Limited Liability Company Dated as ofLimited Liability Company Agreement • September 26th, 2022 • MorningStar Partners, L.P. • Crude petroleum & natural gas • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TXO Energy GP, LLC (the “Company”), dated as of [ ⚫ ], 2022, is adopted, executed and agreed to by MorningStar Oil & Gas, LLC, as the sole member of the Company (in such capacity, the “Sole Member”).
AMENDMENT NO. 1 TO THE SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TXO ENERGY PARTNERS, L.P.TXO Energy Partners, L.P. • May 9th, 2023 • Crude petroleum & natural gas • Delaware
This AMENDMENT NO. 1 (this “Amendment”) is made on May 8, 2023, to that certain Seventh Amended and Restated Agreement of Limited Partnership of TXO Energy Partners, L.P. (the “Partnership”), dated as of January 31, 2023, (as supplemented or amended from time to time, the “Partnership Agreement”), by and between TXO Partners GP, LLC, a Delaware limited liability company (in its capacity as general partner of the Partnership, the “General Partner”) and MorningStar Partners II, L.P., a Delaware limited partnership (the “Limited Partner” and, together with the General Partner (the “Partners”). Capitalized words and phrases used in this Amendment but not defined herein shall have the meanings set forth in the Partnership Agreement.
AMENDMENT NO. 3 AND BORROWING BASE AGREEMENT3 and Borrowing Base Agreement • March 5th, 2024 • TXO Partners, L.P. • Crude petroleum & natural gas • New York
This AMENDMENT NO. 3 AND BORROWING BASE AGREEMENT (this “Agreement”) dated as of October 25, 2023, is among TXO PARTNERS, L.P., a Delaware limited partnership, each of the Guarantors party hereto, each of the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • January 18th, 2023 • MorningStar Partners, L.P. • Crude petroleum & natural gas • Delaware
This Contribution and Exchange Agreement (this “Agreement”), is made and entered into effective as of January [●], 2023 (the “Effective Date”), by and among MorningStar Partners, L.P., a Delaware limited partnership (the “Partnership”), MorningStar Oil & Gas, LLC, a Delaware limited liability company and the general partner of the Partnership (“MSOG”), MorningStar Partners II, L.P., a Delaware limited partnership (“MSP II”), and the Limited Partners (as such term is defined in the Existing Partnership Agreement (as hereinafter defined)) of the Partnership named in Schedule 1 hereto (the “Exchanging Partners”). The Partnership, MSOG, MSP II and the Exchanging Partners are sometimes referred to herein individually as a “Party” or collectively as the “Parties”. Reference is made to that certain Sixth Amended and Restated Limited Partnership Agreement of the Partnership, dated as of October 29, 2021 (the “Existing Partnership Agreement”).
AMENDMENT NO. 4 AND BORROWING BASE AGREEMENT4 and Borrowing Base Agreement • August 30th, 2024 • TXO Partners, L.P. • Crude petroleum & natural gas • New York
This Credit Agreement dated as of November 1, 2021 is among TXO PARTNERS, L.P., a Delaware limited partnership (“Borrower”), the lenders party hereto from time to time as Lenders (as defined herein), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (as defined herein).
AMENDMENT NO. 1 AND BORROWING BASE AGREEMENTAnd Borrowing Base Agreement • September 1st, 2022 • MorningStar Partners, L.P. • Crude petroleum & natural gas • New York
This AMENDMENT NO. 1 AND BORROWING BASE AGREEMENT (this “Agreement”) dated as of June 8, 2022, is among MORNINGSTAR PARTNERS, L.P., a Delaware limited partnership, each of the Guarantors party hereto, each of the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
