INDEMNIFICATION AGREEMENTIndemnification Agreement • March 23rd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement is effective as of March 17, 2021, (this “Agreement”) and is between Vine Energy Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER among CHESAPEAKE ENERGY CORPORATION, HANNIBAL MERGER SUB, INC., HANNIBAL MERGER SUB, LLC, VINE ENERGY INC. and VINE ENERGY HOLDINGS LLC Dated as of August 10, 2021Agreement and Plan of Merger • August 11th, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Oklahoma
This AGREEMENT AND PLAN OF MERGER, dated as of August 10, 2021 (this “Agreement”), is entered into by and among Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), Hannibal Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub Inc.”), Hannibal Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub LLC” and, together with Merger Sub Inc., the “Merger Subs”), Vine Energy Inc., a Delaware corporation (the “Company”), and Vine Energy Holdings LLC, a Delaware limited liability company (“Holdings” and together with the Company, the “Group Companies”).
CREDIT AGREEMENT Dated as of March 8, 2021 among VINE ENERGY HOLDINGS LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, CITIBANK, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and an Issuing Bank,...Credit Agreement • March 23rd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • New York
CREDIT AGREEMENT, dated as of March 8, 2021, among Vine Energy Holdings LLC, a Delaware limited liability company (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”), Citibank, N.A. (“Citibank”), as administrative agent and collateral agent for the Lenders, as the swingline lender and an issuer of Letters of Credit, and each other Issuing Bank from time to time party hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 28, 2014 (the “Effective Date”), by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (the “Company”), and Eric Marsh (the “Executive”).
INDENTURE Dated as of April 7, 2021 Among VINE ENERGY HOLDINGS LLC, as Company And WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 6.750% SENIOR NOTES DUE 2029Indenture • April 9th, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • New York
INDENTURE, dated as of April 7, 2021, among (a) Vine Energy Holdings LLC, a Delaware limited liability company (the “Company”), (b) certain subsidiaries of the Company, as Guarantors (as defined herein), and (c) Wilmington Trust, National Association, a national banking association, as Trustee (as defined herein).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement is effective as of [ ], 2021, (this “Agreement”) and is between Vine Energy Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
TERM LOAN C CREDIT AGREEMENT Dated as of November 25, 2014 among VINE OIL & GAS, LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent, and HSBC...Assignment and Assumption • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Texas
This TERM LOAN C CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of November 25, 2014, among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the banks, financial institutions and other lending institutions from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as administrative agent and collateral agent for the Lenders.
SECOND LIEN CREDIT AGREEMENT Dated as of December 30, 2020 among VINE OIL & GAS, LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent,Second Lien Credit Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • New York
This SECOND LIEN CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of December 30, 2020 among VINE OIL & GAS, LP, a Delaware limited partnership (the “Borrower”), the banks, financial institutions and other lending institutions from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent and collateral agent for the Lenders.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of March 22, 2021, by and among Vine Energy Inc., a Delaware corporation (the “Company”), Vine Investment LLC, a Delaware limited liability company (“Vine Investment”), Brix Investment LLC, a Delaware limited liability company (“Brix Investment”), Harvest Investment LLC, a Delaware limited liability company (“Harvest Investment”, together with Vine Investment and Brix Investment, the “Vine Energy Investment Entities”), and Vine Investment II LLC, a Delaware limited liability company (“Vine Investment II”), Brix Investment II LLC, a Delaware limited liability company (“Brix Investment II”), and Harvest Investment II LLC, a Delaware limited liability company (“Harvest Investment II”, together with Vine Investment II and Brix Investment II, the “Vine Energy Investment II Entities,” and together with the Vine Energy Investment Entities, the “Investme
FORM OF TAX RECEIVABLE AGREEMENT between VINE RESOURCES INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2017Tax Receivable Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [ ], 2017, and is between Vine Resources Inc., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”), Vine Investment LLC, a Delaware limited liability company (“Vine Investment”), and each of the other persons from time to time party hereto (each a “TRA Party” and together the “TRA Parties”).
VINE ENERGY INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 28, 2021 (the “Effective Date”), between Vine Energy Inc., a Delaware corporation (the “Company”) and Wayne Stoltenberg (the “Executive”).
FIFTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS FIFTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “Fifth Amendment”) is made by and between SWEPI LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to CenterPoint Energy Field Services, Inc. (“Gatherer”) effective the 1st day of September, 2011.
THIRD AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS THIRD AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “Third Amendment”) is made by and between SWEPI LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to CenterPoint Energy Field Services, Inc. (“Gatherer”) effective this 10th day of March, 2011 (the “Effective Date”).
21,500,000 Class A Common Stock VINE ENERGY INC. CLASS A COMMON STOCK UNDERWRITING AGREEMENT March 17, 2021Underwriting Agreement • March 23rd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • New York
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VINE ENERGY HOLDINGS LLC a Delaware limited liability company Dated as of March 17, 2021Limited Liability Company Agreement • March 23rd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Liability Company Agreement of Vine Energy Holdings LLC (the “Company”), dated as of March 17, 2021 (the “Effective Date”), is (a) adopted by the Members (as defined herein) and (b) executed and agreed to, for good and valuable consideration, by the Members.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of [ ], 2021, by and among Vine Energy Inc., a Delaware corporation (the “Company”), Vine Investment LLC, a Delaware limited liability company (“Vine Investment”), Brix Investment LLC, a Delaware limited liability company (“Brix Investment”), Harvest Investment LLC, a Delaware limited liability company (“Harvest Investment”, together with Vine Investment and Brix Investment, the “Vine Energy Investment Entities”), and Vine Investment II LLC, a Delaware limited liability company (“Vine Investment II”), Brix Investment II LLC, a Delaware limited liability company (“Brix Investment II”), and Harvest Investment II LLC, a Delaware limited liability company (“Harvest Investment II”, together with Vine Investment II and Brix Investment II, the “Vine Energy Investment II Entities,” and together with the Vine Energy Investment Entities, the “Investment En
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of March 3, 2017, shall amend that certain Employment Agreement (the “Employment Agreement”), dated May 28, 2014, by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (“Vine GP”), and Eric Marsh (“Executive”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 10, 2018 (the “Effective Date”), by and between Vine Management Services LLC, a Delaware limited liability company (the “Company”), and Wayne Stoltenberg (“Executive”).
FORM OF STOCKHOLDERS’ AGREEMENT DATED AS OF [ ], 2017 AMONG VINE RESOURCES INC. AND THE OTHER PARTIES HERETOStockholders’ Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
This Stockholders’ Agreement (the “Agreement”) is entered into as of [ ], 2017 by and among Vine Resources Inc., a Delaware corporation (the “Company”), each of the other parties identified on the signature pages hereto (the “Investor Parties”) and solely for purposes of Section 2.1(c), Section 3.2 and Section 3.3 hereof, Vine Investment LLC, a Delaware limited liability company (“Vine Investment”) and Vine Investment II LLC, a Delaware limited liability company (“Vine Investment II” and collectively with Vine Investment, the “Vine Investment Parties”).
FORM OF EXCHANGE AGREEMENTForm of Exchange Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of [ ], 2017 (and effective as set forth in Section 3.16 of this Agreement), by and among Vine Resources Inc., a Delaware corporation (“Issuer”), Vine Resources Holdings LLC, a Delaware limited liability company (“Vine Holdings”) and Vine Investment LLC, a Delaware limited liability company (“Vine Investment”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) effective January 6, 2017, shall amend that certain Employment Agreement (the “Employment Agreement”), dated January 5, 2015, by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (“Vine GP”), and John Regan (“Executive”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.
FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “Fourth Amendment”) is made by and between SWEPI LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to CenterPoint Energy Field Services, Inc. (“Gatherer”) effective this 1st day of September, 2011.
SECOND AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “Second Amendment”) is made by and between SWEPI LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, INC. (“Gatherer”) effective this 1st day of April, 2010.
STOCKHOLDERS’ AGREEMENT DATED AS OF MARCH 22, 2021 AMONG VINE ENERGY INC. AND THE OTHER PARTIES HERETOStockholders’ Agreement • March 23rd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Delaware
This Stockholders’ Agreement (the “Agreement”) is entered into as of March 22, 2021 by and among Vine Energy Inc., a Delaware corporation (the “Company”), each of the other parties identified on the signature pages hereto (the “Investor Parties”) and solely for purposes of Section 2.1(c), Section 3.2 and Section 3.3 hereof, Vine Investment LLC, a Delaware limited liability company (“Vine Investment”), Brix Investment LLC, a Delaware limited liability company (“Brix Investment”), Harvest Investment LLC, a Delaware limited liability company (“Harvest Investment”, together with Vine Investment and Brix Investment, the “Vine Energy Investment Entities”), and Vine Investment II LLC, a Delaware limited liability company (“Vine Investment II”), Brix Investment II LLC, a Delaware limited liability company (“Brix Investment II”), and Harvest Investment II LLC, a Delaware limited liability company (“Harvest Investment II”, together with Vine Investment II and Brix Investment II, the “Vine Energy
SEVENTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS SEVENTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “Seventh Amendment”) is made by and between SWEPI LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to CenterPoint Energy Field Services, Inc. (“Gatherer”) effective this 1st day of September, 2011.
Re: Letter Agreement Regarding Chatman Compressor Station on the Olympia Gathering SystemLetter Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
This letter agreement (this “Letter Agreement”) is made by and between Enable Midstream Partners, LP (formerly known as CenterPoint Energy Field Services, LLC) (“Enable”) and Vine Oil & Gas LP (successor-in-interest to SWEPI LP) (“Vine”). Enable and Vine are parties to those certain Gas Gathering and Treating Agreements dated September 1, 2009 and April 29, 2010, as has been amended from time to time (respectively the “Magnolia GGA” and the “Olympia GGA”). This Letter Agreement is subject to and made part of the Olympia GGA. Capitalized terms used in this Letter Agreement, if not defined herein, will have the meaning ascribed to them in the Olympia GGA. Enable and Vine may be referred to sometimes individually as a “Party” and collectively as “Parties.”
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • March 23rd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of March 17, 2021, among (a) Vine Energy Holdings LLC, a Delaware limited liability company (the “New Issuer”), (b) Vine Oil & Gas LP, a Delaware limited partnership (the “Original Co-Issuer” and “New Guarantor”), (c) each of Brix Oil & Gas Holdings LP, a Delaware limited partnership, and Harvest Royalties Holdings LP, a Delaware limited partnership (together with the New Guarantor, the “New Guarantors” and each a “Guaranteeing Subsidiary”), and (d) Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
MERGER SUPPORT AGREEMENTMerger Support Agreement • August 11th, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Delaware
This MERGER SUPPORT AGREEMENT, dated as of August 10, 2021 (this “Agreement”), is made and entered into by and among Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), Hannibal Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub Inc.”), Hannibal Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub LLC” and together with Merger Sub Inc., “Merger Subs”), Vine Energy Inc., a Delaware corporation (the “Company”) and the stockholders of the Company listed on the signature pages hereto (the “Stockholders” and, together with Parent, Merger Subs, and the Company, the “Parties”).
FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “Fourth Amendment”) is made by and between SWEPT LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by co version to CenterPoint Energy Field Services, Inc. (“Gatherer”) effective this 1st day of September, 2011.
GAS GATHERING AND TREATING AGREEMENT BETWEEN ENCANA OIL & GAS (USA) INC. AND CENTERPOINT ENERGY FIELD SERVICES, INC. DATED SEPTEMBER 1, 2009Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Texas
This Gas Gathering and Treating Agreement (“Agreement”) is made and entered into this 1st day of September, 2009 (the “Effective Date”) by and between EnCana Oil & Gas (USA) Inc., a Delaware corporation (“Shipper”), and CenterPoint Energy Field Services, Inc., a Delaware corporation (“Gatherer”). Shipper and Gatherer may be referred to individually as a “Party,” or collectively as the “Parties.”
FIFTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENTGas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
THIS FIFTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “Fifth Amendment”) is made by and between SWEPI LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to CenterPoint Energy Field Services, Inc. (“Gatherer”) effective this 1st day of September, 2011 (the “Effective Date”).
FIRST AMENDMENT TO TERM LOAN C CREDIT AGREEMENTAssignment and Assumption • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • New York
This FIRST AMENDMENT TO TERM LOAN C CREDIT AGREEMENT, dated as of January 6, 2015 (this “Agreement”), among VINE OIL & GAS, LP (the “Borrower”), the Guarantors party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent and each Lender party hereto.
GAS GATHERING AND TREATING AGREEMENT BETWEEN SWEPI LP AND CENTERPOINT ENERGY FIELD SERVICES, INC. DATED APRIL 29, 2010Gas Gathering and Treating Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Texas
This Gas Gathering and Treating Agreement (“Agreement”) is made and entered into this 29th day of April, 2010 (the “Effective Date”) by and between SWEPI LP, a Delaware limited partnership (“Shipper”), and CenterPoint Energy Field Services, Inc., a Delaware corporation (“Gatherer”). Shipper and Gatherer may be referred to individually as a “Party,” or collectively as the “Parties.”
INCREMENTAL AGREEMENTIncremental Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas
This INCREMENTAL AGREEMENT (this “Agreement”) dated as of February 7, 2017, is among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the Superpriority Lenders under the Credit Agreement described below that are party hereto and HSBC Bank USA, National Association, as Administrative Agent for the Lenders, as Issuing Bank and Swingline Lender (each term as defined in the Credit Agreement referred to below).
CREDIT AGREEMENT Dated as of December 30, 2019 among VINE OIL & GAS LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, and Blackstone Holdings Finance Co LLC, as Administrative Agent and Collateral AgentCredit Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • New York
CREDIT AGREEMENT, dated as of December 30, 2019, among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the banks, funds, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), Blackstone Holdings Finance Co LLC, as administrative agent and collateral agent for the Lenders and the other Secured Parties.
