BUSINESS LOAN AGREEMENTBusiness Loan Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Oklahoma
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • September 24th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Oklahoma
THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated June 21, 2013, is made and executed between Redback Energy Services LLC (“Borrower”) and Legacy Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
MASTER SERVICE CONTRACTMaster Service Contract • September 24th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec
THIS MASTER SERVICE CONTRACT (hereinafter referred to as “Contract”), effective this 9th day of September, 2013, is by and between Panther Drilling Systems LLC (hereinafter referred to as (“Contractor”) and DIAMONDBACK E&P LLC (hereinafter referred to as “Company’).
GULFPORT ENERGY CORPORATION MASTER SERVICE AGREEMENT NOTE: THIS AGREEMENT CONTAINS INDEMNITY AND RELEASE PROVISIONSMaster Service Agreement • September 24th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Oklahoma
In consideration of the covenants and promises made by each with the other, Contractor and Company covenant and agree as follows:
MAMMOTH ENERGY PARTNERS LP FORM OF PHANTOM UNIT AGREEMENTPhantom Unit Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Delaware
THIS PHANTOM UNIT AGREEMENT (this “Agreement”) is made and entered into by and between Mammoth Energy Partners GP LLC, a Delaware limited liability company (the “General Partner”), and you, effective as of , 2014 (the “Date of Grant”).
MASTER FIELD SERVICES AGREEMENTMaster Field Services Agreement • September 24th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Texas
THIS MASTER FIELD SERVICES AGREEMENT (this “Agreement”) is made and entered into to be effective as of January 1, 2013, by and between DIAMONDBACK E&P LLC (“Operator”) and BISON DRILLING AND FIELD SERVICES LLC (“Contractor”).
LIMITED LOAN GUARANTY AGREEMENTLimited Loan Guaranty Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Oklahoma
THIS GUARANTY AGREEMENT (this “Guaranty”) is to be made effective the 31st day of January, 2014, by the undersigned (“Guarantor”), to and for the benefit of INTERNATIONAL BANK OF COMMERCE, whose address is 3817 N.W. Expressway, Suite 100, Oklahoma City, Oklahoma 73112 (“Lender”).
SECOND MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 24th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Oklahoma
This Second Modification to Loan and Security Agreement (“Second Modification Agreement”) is made effective and entered into this 31st day of January, 2014, by and between BISON DRILLING AND FIELD SERVICES LLC, a Delaware limited liability company (“Borrower”) and INTERNATIONAL BANK OF COMMERCE (the “Lender”).
AMENDED & RESTATED MASTER SERVICES AGREEMENT FOR PRESSURE PUMPING SERVICES AGREEMENT1Master Services Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec
THIS AMENDED & RESTATED MASTER SERVICE AGREEMENT FOR PRESSURE PUMPING SERVICES (this “Agreement”) is made and entered into effective October 1, 2014 (the “Effective Date”) between Gulfport Energy Corporation (“Company”), and Stingray Pressure Pumping LLC (“Contractor”). Contractor and Company are individually referred to as a “Party” and collectively as the “Parties.”
SAND SUPPLY AGREEMENT1Confidential Treatment • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec
This SAND SUPPLY AGREEMENT (this “Agreement”) is effective as of October 1, 2014 (the “Effective Date”), between Muskie Proppant LLC, a Delaware limited liability company (“Supplier”), and Gulfport Energy Corporation, a Delaware corporation (“Customer”). Supplier and Customer are individually referred to as a “Party” and collectively as the “Parties”).
FIRST AMENDMENT TO MASTER FIELD SERVICES AGREEMENTMaster Field Services Agreement • September 24th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec
THIS FIRST AMENDMENT TO MASTER FIELD SERVICES AGREEMENT (this “Amendment”) is made and entered into as of February 21, 2013, by and between DIAMONDBACK E&P LLC (“Operator”) and BISON DRILLING AND FIELD SERVICES LLC (“Contractor”).
FORM OF ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • New York
ADVISORY SERVICES AGREEMENT dated as of , 2014 (this “Agreement”), among MAMMOTH ENERGY PARTNERS LP, a Delaware limited partnership (the “MLP”), MAMMOTH ENERGY PARTNERS GP LLC, a Delaware limited liability company (the “General Partner”), and WEXFORD CAPITAL LP, a Delaware limited partnership (“Wexford”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 24th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Oklahoma
THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is made this 31st day of May, 2013, by and between BISON DRILLING AND FIELD SERVICES LLC, a Delaware limited liability company (“Borrower”), of 14301 Caliber Drive, Suite 300, Oklahoma City, Oklahoma 73134, and INTERNATIONAL BANK OF COMMERCE (“Lender”), 3817 N.W. Expressway, Suite 100, Oklahoma City, Oklahoma 73112.
LOAN AND SECURITY AGREEMENT between REDBACK COIL TUBING LLC, as Borrower, and STILLWATER NATIONAL BANK AND TRUST COMPANY, as Lender October 14, 2013Loan and Security Agreement • September 24th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Oklahoma
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of October 14, 2013, between Redback Coil Tubing LLC, a Delaware limited liability company (“Borrower”), and the Stillwater National Bank and Trust Company (“Lender”).
MASTER DRILLING AGREEMENTMaster Drilling Agreement • September 24th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Texas
THIS MASTER DRILLING AGREEMENT (this “Agreement”) is made and entered into to be effective as of the 1st day of January 2013, by and between DIAMONDBACK E&P LLC (“Operator”) and BISON DRILLING AND FIELD SERVICES LLC (“Contractor”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 24th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Oklahoma
THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is made this 3rd day of July, 2013, by and between STINGRAY PRESSURE PUMPING LLC, a Delaware limited liability company (“Borrower”), having an address of 14313 N. May Ave., Oklahoma City, Oklahoma 73134, and INTERNATIONAL BANK OF COMMERCE (“Lender”), 3817 N.W. Expressway, Suite 100, Oklahoma City, Oklahoma 73112.
FORM OF CONTRIBUTION AGREEMENT by and between Rhino Resource Partners LP and Mammoth Energy Partners LP Dated as ofContribution Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Delaware
This Contribution Agreement (this “Agreement”), dated as of October [ ], 2014 (the “Effective Date”), is by and between Rhino Resource Partners LP, a Delaware limited partnership (“Contributor”), and Mammoth Energy Partners LP, a Delaware limited partnership (“Mammoth”). Contributor and Mammoth are hereinafter sometimes referred to individually as a “Party” and together as the “Parties.”
FORM OF REGISTRATION RIGHTS AGREEMENT by and between Mammoth Energy Partners LP and Rhino Resource Partners LP Dated as ofRegistration Rights Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of , 2014, by and between Mammoth Energy Partners LP, a Delaware limited partnership (the “Limited Partnership”), and Rhino Resource Partners LP, a Delaware limited partnership (the “Unitholder” or “Rhino”).
FIRST MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 24th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Oklahoma
This First Modification to Loan and Security Agreement (“First Modification Agreement”) is made and entered into this 27th day of August, 2013, by and between BISON DRILLING AND FIELD SERVICES LLC, a Delaware limited liability company (“Borrower”) and INTERNATIONAL BANK OF COMMERCE (the “Lender”).
BORROWER’S NAME AND ADDRESS Legal Name: STINGRAY LOGISTIC LLC Business Type: Limited Liability Company (LLC) Mailing Address: 14313 N. May, OKLAHOMA CITY, 73134 Street Address: 14313 N. May City: OKLAHOMA CITY State: OKLAHOMA Zip: 73134 County:...Master Loan and Security Agreement • September 24th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • North Carolina
This Master Loan and Security Agreement (this “Agreement”) is entered into as of 11/26/2012 by and between STINGRAY LOGISTICS LLC (“Borrower,” and if more than one, jointly and severally, the “Borrower”), whose principal place of business is at the address set forth above, and Mack Financial Services, a division of VFS US LLC, a Delaware limited liability company, (“Lender”), at 7025 Albert Pick Road Suite 105, PO Box 26131, Greensboro, North Carolina 27402-6131 (“Lender”).
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • May 14th, 2014 • Stingray Energy Services, Inc. • Oil & gas field services, nec • Oklahoma
THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated June 21, 2013, is made and executed between Redback Energy Services LLC (“Borrower”) and Legacy Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
MACK FINANCIAL SERVICES Credit Sales Contract (Security Agreement) Customer Name: STINGRAY LOGISTICS LLC Customer No.: 7630970 Dated as of: 9/25/2013Mammoth Energy Partners LP • September 24th, 2014 • Oil & gas field services, nec • North Carolina
Buyer agrees to pay the “Total Obligation” (Item 15) in accordance with the following schedule (and any additional page(s) of schedule attached or see Payment Addendum for irregular payments):
MACK FINANCIAL SERVICES Credit Sales Contract (Security Agreement) Customer Name: STINGRAY LOGISTICS LLC Customer No.: 7630970 Dated as of: 9/25/2013Mammoth Energy Partners LP • August 12th, 2014 • Oil & gas field services, nec • North Carolina
Buyer agrees to pay the “Total Obligation” (Item 15) in accordance with the following schedule (and any additional page(s) of schedule attached or see Payment Addendum for irregular payments):
FIRST MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Oklahoma
This First Modification to Loan and Security Agreement (“Modification Agreement”) is made effective and entered into this 30th day of September, 2014 (the “Effective Date”), by and between STINGRAY PRESSURE PUMPING LLC, a Delaware limited liability company (“Borrower”) and INTERNATIONAL BANK OF COMMERCE (the “Lender”).
TRANSLOADING AGREEMENTTransloading Agreement • August 12th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Ohio
This TRANSLOADING AGREEMENT (this “Agreement”), effective as of May 7, 2013 (the “Effective Date”), is entered into by and between Muskie Proppant LLC, a Delaware limited liability company (hereinafter called “Muskie”), and Hopedale Mining LLC, a Delaware limited liability company (hereinafter called “Rhino”).
GUARANTOR ACKNOWLEDGEMENT AND CONSENTMammoth Energy Partners LP • October 14th, 2014 • Oil & gas field services, nec
The undersigned Guarantors do hereby acknowledge that they have executed that certain Limited Loan Guaranty Agreement dated effective as of July 3, 2013 (the “Guaranty Agreement”), guaranteeing Borrower’s payment and performance of the Note and the Loan Documents up to an amount equal to $ 15,000,000.00 (the “Original Limitation”), which Original Limitation has been reduced to $7,500,000 (the “Current Limitation”) due to Borrower reaching certain financial milestones, as provided in the Guaranty Agreement. Each Guarantor hereby consents to the execution of that certain First Modification to Loan and Security Agreement executed of even date herewith. Each Guarantor hereby reaffirms the Guaranty Agreement in favor of Lender up to the Current Limitation. Guarantor acknowledges and agrees that the aforesaid Guaranty Agreement is hereby amended to guaranty, up to the Current Limitation, the Amended Note which is increasing the current principal balance back to the original balance of the No
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [—], 2014 by and among Mammoth Energy Partners LP, a Delaware limited partnership (the “Partnership”), Mammoth Energy Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and [—] (“Indemnitee”).
FORM OF CONTRIBUTION AGREEMENTContribution Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Delaware
This Contribution Agreement (this “Agreement”) is made as of [•], 2014 (the “Effective Date”), by and among Mammoth Energy Holdings LLC, a Delaware limited liability company (“Holdings”), Mammoth Energy Partners LP, a Delaware limited partnership (“Mammoth”), and Mammoth Energy Partners GP LLC, a Delaware limited liability company and the general partner of Mammoth (the “General Partner”).
GREAT WHITE SAND TIGER LODGING LTD. AGREEMENT TO PROVIDE CAMP ACCOMMODATIONS AND FOOD SERVICESProvide Camp Accommodations and Food Services • September 24th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Alberta
This agreement (“Agreement”) is executed this 25 day of June, 2012 between Great White Sand Tiger Lodging Ltd. (“Sand Tiger”), a body corporate, duly incorporated under the laws of the Province of Alberta and Grizzly Oil Sands ULC (“Company”) a body corporate, duly incorporated under the laws of the Province of Alberta (collectively, the “Parties”).
FORM OF INVESTOR RIGHTS AGREEMENT by and among Mammoth Energy Partners LP, Mammoth Energy Partners GP LLC, Mammoth Energy Holdings LLC and Gulfport Energy Corporation Dated as ofInvestor Rights Agreement • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Delaware
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of , 2014, by and among Mammoth Energy Partners LP, a Delaware limited partnership (the “Limited Partnership”), Mammoth Energy Partners GP LLC, a Delaware limited liability company and the sole general partner of the Limited Partnership (the “General Partner”), Mammoth Energy Holdings LLC, a Delaware limited liability company and the sole member of the General Partner (“Mammoth Holdings”), and Gulfport Energy Corporation, a Delaware corporation (the “Unitholder” or “Gulfport”).
MAMMOTH ENERGY PARTNERS LP FORM OF UNIT OPTION AGREEMENTEquity Incentive Plan • October 14th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Delaware
THIS UNIT OPTION AGREEMENT (this “Agreement”) is made and entered into by and between Mammoth Energy Partners GP LLC, a Delaware limited liability company (the “General Partner”), and you, effective as of , 2014 (the “Date of Grant”).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • September 24th, 2014 • Mammoth Energy Partners LP • Oil & gas field services, nec • Oklahoma
THIS BUSINESS LOAN AGREEMENT dated July 22, 2014, is made and executed between Redback Energy Services LLC (“Borrower”) and UMB BANK, n.a. (“Lender’’) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
