RSP PERMIAN, INC. AND EACH OF THE GUARANTORS PARTY HERETO 5.25% SENIOR NOTES DUE 2025 INDENTURE Dated as of December 27, 2016 U.S. BANK NATIONAL ASSOCIATION TrusteeIndenture • December 27th, 2016 • RSP Permian, Inc. • Crude petroleum & natural gas • New York
INDENTURE dated as of December 27, 2016 among RSP Permian, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined) and U.S. Bank National Association, a national banking association, as trustee.
RSP PERMIAN, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2016 • RSP Permian, Inc. • Crude petroleum & natural gas • New York
RSP Permian, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Barclays Capital Inc. and RBC Capital Markets, LLC (together, the “Representatives”) as representatives of the Initial Purchasers named on Annex E hereto (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated December 12, 2016 (the “Purchase Agreement”), $450,000,000 aggregate principal amount of its 5.25% Senior Notes due 2025 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantee”) by the Issuer’s subsidiaries, RSP Permian, L.L.C. (“RSP LLC”) and Silver Hill Energy Partners, LLC (“SHEP I” and together with RSP LLC, the “Guarantors” and, together with RSP LLC and the Issuer, the “Company”), which are signatories hereto as guarantors. The Initial Securities will be issued pursuant to an Indenture, dated as of December 27, 2016 (the “Indenture”), by and among the Issuer, the Guarantors and U.S. Bank National Association (the “Trustee”). As an inducemen
RSP Permian, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2016 • RSP Permian, Inc. • Crude petroleum & natural gas • New York
RSP Permian, Inc., a Delaware corporation (the “Company”) proposes to sell an aggregate of 22,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (the “Agreement”) an option to purchase up to an aggregate of 3,300,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 2nd, 2014 • RSP Permian, Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of , by and between RSP Permian, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
RSP Permian, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2015 • RSP Permian, Inc. • Crude petroleum & natural gas • New York
RSP Permian, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company named in Schedule I attached hereto (each individually a “Selling Stockholder” and, collectively, the “Selling Stockholders”), propose to sell an aggregate of 9,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the 9,000,000 shares of Firm Stock, 5,000,000 are being sold by the Company and 4,000,000 are being sold by the Selling Stockholders. In addition, the Company and the Selling Stockholders propose to grant to Barclays Capital Inc. (the “Underwriter”) an option to purchase up to an aggregate of 1,350,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). Of the 1,350,000 shares of Option Stock, 750,000 are being sold by the Company and 600,000 are being sold by the Selling Stockholders, with each Selling Stockholder selling the Option Stock set forth opposite such Selling Stockh
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2014 • RSP Permian, Inc. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 23, 2014, by and among RSP Permian, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
RSP PERMIAN, INC. PURCHASE AGREEMENTPurchase Agreement • December 13th, 2016 • RSP Permian, Inc. • Crude petroleum & natural gas • New York
RSP Permian, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to Barclays Capital Inc. (“Barclays”), RBC Capital Markets, LLC (“RBC”) and the other several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Barclays and RBC are acting as representatives (in such capacity, the “Representatives”), $450,000,000 in aggregate principal amount of its 5.25% Senior Notes due 2025 (the “Notes”). The Notes will (i) have terms and provisions that are summarized in the Pricing Disclosure Package and Offering Memorandum (as defined below), and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be fully and u
RSP Permian, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2014 • RSP Permian, Inc. • Crude petroleum & natural gas • New York
RBC CAPITAL MARKETS, LLC As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019
AGREEMENT AND PLAN OF MERGER among CONCHO RESOURCES INC., GREEN MERGER SUB INC. and RSP PERMIAN, INC. Dated as of March 27, 2018Merger Agreement • March 28th, 2018 • RSP Permian, Inc. • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 27, 2018 (this “Agreement”), among Concho Resources Inc., a Delaware corporation (“Parent”), Green Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and RSP Permian, Inc., a Delaware corporation (the “Company”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2016 • RSP Permian, Inc. • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of , 2017 (this “Agreement”), is by and among RSP Permian, Inc., a Delaware corporation (the “Company”), and the holders of Company Common Stock listed on the signature page hereof.
RSP PERMIAN, INC. RESTRICTED STOCK GRANT AND AWARD AGREEMENTRestricted Stock Grant and Award Agreement • February 20th, 2018 • RSP Permian, Inc. • Crude petroleum & natural gas • Delaware
This restricted stock grant and award agreement (“Agreement”) is made and entered into as of (the “Date of Grant”) by and between RSP Permian, Inc., a Delaware corporation (the “Company”), and (the “Grantee” or “you”);
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT RSP PERMIAN HOLDCO, L.L.C. Effective Date: January 23, 2014Limited Liability Company Agreement • January 29th, 2014 • RSP Permian, Inc. • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated January 23, 2014, is made by and among RSP Permian Holdco, L.L.C., a Delaware limited liability company (the “Company”), and the Persons who have executed a signature page to this Agreement as the Members and Managers.
STOCKHOLDERS’ AGREEMENTStockholders Agreement • January 29th, 2014 • RSP Permian, Inc. • Crude petroleum & natural gas • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of January 23, 2014, is entered into by and among RSP Permian, Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (collectively, but subject to Section 3.2 hereof, the “Principal Stockholders”).
RSP Permian, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 23rd, 2017 • RSP Permian, Inc. • Crude petroleum & natural gas • New York
Certain stockholders of RSP Permian, Inc., a Delaware corporation (the “Company”), named in Schedule I attached hereto (each individually a “Selling Stockholder” and, collectively, the “Selling Stockholders”), propose to sell an aggregate of 15,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Selling Stockholders propose to grant to Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”) an option to purchase up to an aggregate of 2,250,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This agreement (the “Agreement”) is to confirm the agreement concerning the purchase of the Stock from the Selling Stockholders by the Underwriter.
Membership Interest Purchase and Sale Agreement by and among Silver Hill Energy Partners Holdings, LLC, as Seller, Silver Hill Energy Partners, LLC, the Company, RSP Permian, L.L.C., as Buyer and RSP Permian, Inc., as Parent Dated as of October 13, 2016Membership Interest Purchase and Sale Agreement • October 13th, 2016 • RSP Permian, Inc. • Crude petroleum & natural gas • Texas
This MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT dated as of October 13, 2016 (the “Execution Date”), is by and among Silver Hill Energy Partners Holdings, LLC, a Delaware limited liability company (“Seller”), Silver Hill Energy Partners, LLC, a Delaware limited liability company (the “Company”), RSP Permian, L.L.C., a Delaware limited liability company (“Buyer”), and RSP Permian, Inc., a Delaware corporation (“Parent” and, together with Buyer, “Buyer Parties” and each a “Buyer Party”). Seller, the Company, Buyer and Parent are referred to collectively as the “Parties” and individually as a “Party”.
SURFACE USE AND SETTLEMENT AGREEMENTSurface Use and Settlement Agreement • November 23rd, 2015 • RSP Permian, Inc. • Crude petroleum & natural gas • Texas
This SURFACE USE & SETTLEMENT AGREEMENT (“Agreement”) is entered into to be effective as of November 17, 2015 (the “Effective Date”) by and between COLLINS & WALLACE HOLDINGS, LLC, a Texas limited liability company, having an address of 508 W. Wall Street, Suite 1200, Midland, Texas 79701 (“Owner”), and RSP PERMIAN, L.L.C., a Delaware limited liability company, having an address of 3141 Hood Street, Suite 500, Dallas, Texas 75219 (“Operator”). All of the parties hereto may collectively be referred to as “Parties” or each individually as a “Party.”
AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 10, 2013 among RSP Permian, L.L.C. as Borrower, Comerica Bank as Administrative Agent, Bank of Texas as Syndication Agent, Citibank, N.A. as Documentation Agent, JPMorgan Chase Bank, National...Credit Agreement • November 12th, 2013 • RSP Permian, Inc. • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 10, 2013, is among RSP Permian, L.L.C., a Delaware limited liability company (the “Borrower”); each of the Lenders from time to time party hereto; Comerica Bank (in its individual capacity, “Comerica Bank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Comerica Bank, as syndication agent and documentation agent for the Lenders (in such capacities, “Syndication Agent and Documentation Agent”).
RSP PERMIAN, L.L.C.Master Contribution Agreement • January 7th, 2014 • RSP Permian, Inc. • Crude petroleum & natural gas • Texas
FORM OF MASTER CONTRIBUTION AGREEMENT by and among RSP Permian, Inc., RSP Permian Holdco, L.L.C., RSP Permian, L.L.C., Rising Star Energy Development Co., L.L.C., Ted Collins, Jr., Wallace Family Partnership, LP, Collins & Wallace Holdings, LLC, and...Master Contribution Agreement • January 7th, 2014 • RSP Permian, Inc. • Crude petroleum & natural gas • Texas
This MASTER CONTRIBUTION AGREEMENT (this “Agreement”) dated [ ], is by and among RSP Permian, Inc., a Delaware corporation (the “Company”), RSP Permian Holdco, L.L.C., a Delaware limited liability company (“HoldCo”), RSP Permian, L.L.C., a Delaware limited liability company (“OpCo”), Rising Star Energy Development Co., L.L.C., a Delaware limited liability company (“Rising Star”), Ted Collins, Jr., an individual residing in the state of Texas (“Collins”), Wallace Family Partnership, LP, a Texas limited partnership (“Wallace LP”), Collins & Wallace Holdings, LLC, a Texas limited liability company (“CW Holdings”) and Pecos Energy Partners, L.P., a Texas limited partnership (“Pecos” and, together with HoldCo, Rising Star, Collins, Wallace LP and CW Holdings, each a “Contributor”). The Company, OpCo and Contributors are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 9th, 2014 • RSP Permian, Inc. • Crude petroleum & natural gas • Texas
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of June 9, 2014, among RSP PERMIAN, L.L.C., a Delaware limited liability company (the “Borrower”), each of the LENDERS (as hereinafter defined) party hereto, and COMERICA BANK, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 18th, 2014 • RSP Permian, Inc. • Crude petroleum & natural gas • Texas
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of September 12, 2014, among RSP PERMIAN, L.L.C., a Delaware limited liability company (the “Borrower”), each of the LENDERS (as hereinafter defined) party hereto, and COMERICA BANK, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 23rd, 2017 • RSP Permian, Inc. • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of October 19, 2017, is among RSP Permian, Inc., a Delaware corporation (the “Parent”), RSP Permian, L.L.C., a Delaware limited liability company (the “Borrower”), each of the undersigned Lenders and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 OF RESTRICTED STOCK GRANT AND AWARD AGREEMENTSRestricted Stock Grant and Award Agreements • February 20th, 2018 • RSP Permian, Inc. • Crude petroleum & natural gas
This Amendment No. 1 of Restricted Stock Grant and Award Agreements (this “Amendment”) is effective as of , with reference to the following facts:
NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENTNon-Competition, Non-Solicitation and Confidentiality Agreement • July 19th, 2018 • RSP Permian, Inc. • Crude petroleum & natural gas
This Non-Competition, Non-Solicitation and Confidentiality Agreement (this “Agreement”) is made and entered into by and between RSP Permian, Inc. (the “Company”), Concho Resources Inc. and its affiliates (“Concho”) and Steven Gray (“Executive”) entered into as of July 18, 2018, (the “Effective Date”). Capitalized terms not defined in this Agreement have the meanings given to them in the Merger Agreement.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 4th, 2014 • RSP Permian, Inc. • Crude petroleum & natural gas • Texas
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 29, 2014, among RSP PERMIAN, L.L.C., a Delaware limited liability company (the “Borrower”), each of the LENDERS (as hereinafter defined) party hereto, and COMERICA BANK, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 21st, 2018 • RSP Permian, Inc. • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 16, 2018, is among RSP Permian, L.L.C., a Delaware limited liability company (the “Borrower”), each of the undersigned Guarantors, each of the undersigned Lenders and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
RSP PERMIAN, INC. PURCHASE AGREEMENTPurchase Agreement • August 6th, 2015 • RSP Permian, Inc. • Crude petroleum & natural gas • New York
RSP Permian, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to Goldman, Sachs & Co. (“Goldman” or the “Initial Purchaser”), $200,000,000 in aggregate principal amount of its 6.625% Senior Notes due 2022 (the “Notes”). The Notes will (i) have terms and provisions that are summarized in the Pricing Disclosure Package and Offering Memorandum (as defined below), and (ii) are to be issued pursuant to the Indenture, dated as of September 26, 2014 (the “Indenture”), among the Company, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be fully and unconditionally guaranteed on an unsecured basis (the “Guarantees”) by RSP Permian, L.L.C., a Delaware limited liability company (the “Guarantor”). As used herein, the term “Notes” shall in
CREDIT AGREEMENT dated as of December 19, 2016 among RSP Permian, Inc., as Parent, RSP Permian, L.L.C., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Comerica Bank, and Citibank, N.A., as Syndication Agents, ABN AMRO Capital USA...Credit Agreement • December 21st, 2016 • RSP Permian, Inc. • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of December 19, 2016, is among RSP Permian, Inc., a Delaware corporation (the “Parent”), RSP Permian, L.L.C., a Delaware limited liability company (the “Borrower”), each of the Lenders from time to time party hereto, JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and Comerica Bank, as administrative agent under the Existing Credit Agreement (as hereinafter defined) (in such capacity, the “Predecessor Administrative Agent”).
FORM OF STOCKHOLDER’S AGREEMENTStockholder's Agreement • October 13th, 2016 • RSP Permian, Inc. • Crude petroleum & natural gas • Delaware
This STOCKHOLDER’S AGREEMENT (this “Agreement”), dated as of , 2016, is entered into by and among RSP Permian, Inc., a Delaware corporation (the “Company”), and Kayne Anderson Capital Advisors, LP, a California limited partnership (“Kayne Anderson”).
AMENDMENT NO. 1 OF RESTRICTED STOCK GRANT AND AWARD AGREEMENTS (Performance Vesting)Restricted Stock Grant and Award Agreements (Performance Vesting) • February 20th, 2018 • RSP Permian, Inc. • Crude petroleum & natural gas
This Amendment No. 1 of Restricted Stock Grant and Award Agreements (Performance Vesting) (this “Amendment”) is effective as of with reference to the following facts:
RSP PERMIAN, INC. 2014 LONG TERM INCENTIVE PLAN RESTRICTED STOCK GRANT AND AWARD AGREEMENT (Performance Vesting)Restricted Stock Grant and Award Agreement • February 20th, 2018 • RSP Permian, Inc. • Crude petroleum & natural gas • Delaware
FORM OF LETTER AGREEMENT RSP PERMIAN, L.L.C.Letter Agreement • January 2nd, 2014 • RSP Permian, Inc. • Crude petroleum & natural gas • Texas
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 25th, 2015 • RSP Permian, Inc. • Crude petroleum & natural gas • Texas
This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 24, 2015 (the “Fourth Amendment Effective Date”), among RSP PERMIAN, L.L.C., a Delaware limited liability company (the “Borrower”), each of the LENDERS (as hereinafter defined) party hereto, and COMERICA BANK, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
FORM OF MASTER CONTRIBUTION AGREEMENT by and among RSP Permian, Inc., RSP Permian Holdco, L.L.C., RSP Permian, L.L.C., Rising Star Energy Development Co., L.L.C., Ted Collins, Jr., Wallace Family Partnership, LP, Collins & Wallace Holdings, LLC, and...Master Contribution Agreement • January 2nd, 2014 • RSP Permian, Inc. • Crude petroleum & natural gas • Texas
This MASTER CONTRIBUTION AGREEMENT (this “Agreement”) dated January , 2014, is by and among RSP Permian, Inc., a Delaware corporation (the “Company”), RSP Permian Holdco, L.L.C., a Delaware limited liability company (“HoldCo”), RSP Permian, L.L.C., a Delaware limited liability company (“OpCo”), Rising Star Energy Development Co., L.L.C., a Delaware limited liability company (“Rising Star”), Ted Collins, Jr., an individual residing in the state of Texas (“Collins”), Wallace Family Partnership, LP, a Texas limited partnership (“Wallace LP”), Collins & Wallace Holdings, LLC, a Texas limited liability company (“CW Holdings”) and Pecos Energy Partners, L.P., a Texas limited partnership (“Pecos” and, together with HoldCo, Rising Star, Collins, Wallace LP and CW Holdings, each a “Contributor”). The Company, OpCo and Contributors are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”
