ATHLON HOLDINGS LP ATHLON FINANCE CORP. 73/8% Senior Notes due 2021 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • New York
o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Athlon Energy Inc. 12,500,000 Shares Common Stock ($0.01 par value) Underwriting AgreementAthlon Energy Inc. • August 4th, 2014 • Crude petroleum & natural gas • New York
Citigroup Global Markets Inc. Goldman, Sachs & Co. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 19, 2013 among ATHLON HOLDINGS LP, as the Borrower, The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and an...Credit Agreement • June 5th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 19, 2013, among Athlon Holdings LP, a Delaware limited partnership (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), BANK OF AMERICA, N.A., as administrative agent and collateral agent for the Lenders, as the swing line lender and an issuer of Letters of Credit, and each other Issuing Bank (as defined below) from time to time party hereto.
Athlon Energy Inc. [ ] Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • July 22nd, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • New York
Athlon Energy Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, [ ] shares of common stock, $0.01 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The persons named in Schedule II hereto (the “Selling Stockholders”) also propose to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock to cover over allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Representatives” as used herein shall mean you, as Underwriters, and the terms “Representatives” and “Underwriters” shall mea
ATHLON HOLDINGS LP and ATHLON FINANCE CORP. as Issuers and the Guarantors party hereto from time to time 6.000% Senior Notes due 2022Supplemental Indenture • May 2nd, 2014 • Athlon Energy Inc. • Crude petroleum & natural gas • New York
INDENTURE, dated as of May 1, 2014, among ATHLON HOLDINGS LP, a Delaware limited partnership (together with its successors and assigns, “Holdings”), ATHLON FINANCE CORP., a Delaware corporation (together with its successors and assigns, the “Co-Issuer” and, together with Holdings, the “Issuers”), the Guarantors party hereto from time to time (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
ATHLON ENERGY INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • June 27th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • Delaware
This Director and Officer Indemnification Agreement (this “Agreement”) is made as of this day of 2013, by and between Athlon Energy Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
Employment AgreementEmployment Agreement • October 10th, 2014 • Athlon Energy Inc. • Crude petroleum & natural gas • Texas
This Employment Agreement (the “Agreement”), dated as of August 7, 2013 (the “Effective Date”), is made by and between Athlon Holdings LP, a Delaware limited partnership (together with any successor thereto, the “Company”), and John C. Souders (the “Employee”) (collectively referred to herein as the “Parties”).
PURCHASE AND SALE AGREEMENT BY AND AMONG PIEDRA ENERGY II, LLC, PIEDRA OPERATING, LLC AND THE OTHER SELLERS LISTED ON THE SIGNATURE PAGES HERETO AS SELLERS AND ATHLON HOLDINGS LP AS BUYERPurchase and Sale Agreement • June 5th, 2014 • Athlon Energy Inc. • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 8th day of April, 2014 (the “Execution Date”), by and among Piedra Energy II, LLC, a Delaware limited liability company (“Piedra Energy”), Piedra Operating, LLC, a Texas limited liability company (“Operator”), and the other sellers listed on the signature pages hereto (such other sellers, together with Piedra Energy and Operator referred to herein, collectively, as “Sellers” and, individually, as “Seller”), and Athlon Holdings LP, a Delaware limited partnership (“Buyer”). Buyer and Sellers are sometimes referred to herein, collectively, as the “Parties” and, individually, as a “Party.”
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • November 14th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of August 7, 2013, is hereby entered into by and among Athlon Energy Inc., a Delaware corporation (the “Corporation”), Athlon Holdings LP, a Delaware limited partnership (the “Partnership”), and each of the Partners (as defined herein).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ATHLON HOLDINGS LP A Delaware Limited Partnership Dated as of August 7, 2013Limited Partnership Agreement • November 14th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of ATHLON HOLDINGS LP (the “Partnership”) is entered into by and among Athlon Holdings GP LLC, as the sole general partner (the “General Partner”), and the Limited Partners (as defined below) set forth on Schedule A hereto, as of August 7, 2013 (the “Effective Date”).
Athlon Energy Inc. 12,875,000 Shares Common Stock ($0.01 par value) Underwriting AgreementAthlon Energy Inc. • April 21st, 2014 • Crude petroleum & natural gas • New York
Athlon Energy Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 12,875,000 shares of common stock, $0.01 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,931,250 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The underwritten public offering of the Securities pursuant to this Agreement is referred to herein as the “Offering”. To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Representatives” as used herein shall mean you, as Underwriters, and the terms “
Employment AgreementEmployment Agreement • August 15th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • Texas
This Employment Agreement (the “Agreement”), dated as of August 7, 2013 (the “Effective Date”), is made by and between Athlon Holdings LP, a Delaware limited partnership (together with any successor thereto, the “Company”), and Robert C. Reeves (the “Executive”) (collectively referred to herein as the “Parties”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ENCANA CORPORATION, ALENCO ACQUISITION COMPANY INC. AND ATHLON ENERGY INC. September 27, 2014Agreement and Plan of Merger • October 2nd, 2014 • Athlon Energy Inc. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 27, 2014, is entered into by and among Athlon Energy Inc., a Delaware corporation (the “Company”), Encana Corporation, a Canadian corporation (“Parent”), and Alenco Acquisition Company Inc., a Delaware corporation and indirect, wholly owned subsidiary of Parent (“Acquisition Sub”).
FORM OF STOCKHOLDERS AGREEMENTForm of Stockholders Agreement • July 12th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • New York
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of , 2013, by and among ATHLON ENERGY INC., a Delaware corporation (the “Corporation”), and those stockholders of the Corporation listed on Schedule A hereto.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND BORROWING BASE REDETERMINATIONCredit Agreement • March 7th, 2014 • Athlon Energy Inc. • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND BORROWING BASE REDETERMINATION (herein called this “Amendment”) is made as of November 14, 2013 by and among Athlon Holdings LP, a Delaware limited partnership (the “Borrower”), each Lender party hereto as set forth on the signature pages hereto, Bank of America, N.A., as the Administrative Agent, the Swingline Lender and the Issuing Bank, and each Guarantor party hereto.
ADVISORY SERVICES AND TRANSACTION FEE TERMINATION AGREEMENTAdvisory Services and Transaction Fee Termination Agreement • July 12th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • New York
This Advisory Services and Transaction Fee Termination Agreement (this “Agreement”) is made as of this day of , 2013, by and among Athlon Holdings LP, a Delaware Limited Partnership (the “Partnership”) (as assignee of Athlon Energy LP, a Delaware limited partnership), Apollo Management VII, L.P., a Delaware limited partnership (“Management VII”) and Apollo Global Securities, LLC, a Delaware limited liability company (“AGS”).
BORROWING BASE REDETERMINATION AND FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTEE AGREEMENTGuarantee Agreement • June 5th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • New York
THIS BORROWING BASE REDETERMINATION AND FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTEE AGREEMENT (herein called this “Amendment”) is made as of May 31, 2013 by and among Athlon Holdings LP, a Delaware limited partnership (the “Borrower”), Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and Issuing Bank (in such capacity, the “Issuing Bank”), and each Lender party hereto.
Athlon Holdings LP Athlon Finance Corp. $650,000,000 6.000% Senior Notes due 2022 Purchase AgreementAthlon Energy Inc. • April 21st, 2014 • Crude petroleum & natural gas • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of the Closing Date (the “Indenture”), among the Issuers, the Guarantors (as defined below) and Wells Fargo Bank, N.A., as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary.
FORM OF EXCHANGE AGREEMENTForm of Exchange Agreement • June 27th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2013, is entered into by and among Athlon Energy Inc., a Delaware corporation (the “Corporation”), and each of the Partners (as defined herein).
SUPPLEMENTAL INDENTURESupplemental Indenture • August 20th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 14, 2013, among ATHLON ENERGY INC., a Delaware corporation (the “Parent Guarantor”), the direct parent of ATHLON HOLDINGS LP (or its successor), a Delaware limited partnership (“Holdings”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND BORROWING BASE REDETERMINATIONCredit Agreement • November 19th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND BORROWING BASE REDETERMINATION (herein called this “Amendment”) is made as of November , 2013 by and among Athlon Holdings LP, a Delaware limited partnership (the “Borrower”), each Lender party hereto as set forth on the signature pages hereto, Bank of America, N.A., as the Administrative Agent, the Swingline Lender and the Issuing Bank, and each Guarantor party hereto.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2014 • Athlon Energy Inc. • Crude petroleum & natural gas • Texas
This AMENDMENT (this “Amendment”) to the Employment Agreement, dated as of August 7, 2013 (the “Employment Agreement”), between Athlon Holdings LP (the “Company”), and (“Executive”), is dated as of September 27, 2014, and is effective as of the Closing (as defined in the Merger Agreement).
ADVISORY SERVICES AND TRANSACTION FEE TERMINATION AGREEMENTAdvisory Services and Transaction Fee Termination Agreement • November 14th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • New York
This Advisory Services and Transaction Fee Termination Agreement (this “Agreement”) is made as of this 7th day of August, 2013, by and among Athlon Holdings LP, a Delaware Limited Partnership (the “Partnership”) (as assignee of Athlon Energy LP, a Delaware limited partnership), Apollo Management VII, L.P., a Delaware limited partnership (“Management VII”) and Apollo Global Securities, LLC, a Delaware limited liability company (“AGS”).
EXCHANGE AGREEMENTExchange Agreement • November 14th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of August 7, 2013, is entered into by and among Athlon Energy Inc., a Delaware corporation (the “Corporation”), and each of the Partners (as defined herein).
STOCKHOLDERS AGREEMENTStockholders Agreement • November 14th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • New York
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of August 7, 2013, by and among ATHLON ENERGY INC., a Delaware corporation (the “Corporation”), and those stockholders of the Corporation listed on Schedule A hereto.
