Amended and Restated CREDIT AGREEMENT Dated as of November 10, 2023 among Mach Natural Resources Holdco LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, MIDFIRST BANK, as Administrative Agent and Collateral Agent, MIDFIRST...Credit Agreement • November 21st, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 10, 2023, among Mach Natural Resources Holdco 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”), MIDFIRST BANK, a federally chartered savings association (“MidFirst”), as administrative agent and collateral agent for the Lenders, and MIDFIRST BANK, a federally chartered savings association, as an issuer of Letters of Credit and each other Issuing Bank from time to time party hereto and the other Persons from time to time party thereto.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 29th, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), made and executed as of [●], by and between Mach Natural Resources LP, a Delaware limited partnership (the “Partnership”), Mach Natural Resources 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”).
MACH NATURAL RESOURCES LP 7,272,728 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2024 • Mach Natural Resources Lp • Crude petroleum & natural gas
Mach Natural Resources LP, a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives” or “you”) an aggregate of 7,272,728 common units representing limited partner interests in the Partnership (the “Common Units”). Such aggregate of 7,272,728 Common Units to be purchased from the Partnership by the Underwriters are called the “Firm Units”. The Partnership also proposes to sell to the several Underwriters in connection with the sale of the Firm Units, at the option of the Underwriters, up to an additional 1,090,909 Common Units (the “Option Units”). The Firm Units and the Option Units are hereinafter referred to collectively as the “Units”.
FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MACH NATURAL RESOURCES LP A Delaware Limited Partnership Dated as ofAgreement of Limited Partnership • September 29th, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MACH NATURAL RESOURCES LP dated as of [●], 2023, is entered into by and between MACH NATURAL RESOURCES GP LLC, a Delaware limited liability company, as the General Partner, and BCE-MACH AGGREGATOR LLC, a Delaware limited liability company, as the Organizational Limited Partner, 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:
CREDIT AGREEMENT Dated as of September 2, 2022 among BCE-MACH LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, MIDFIRST BANK, as Administrative Agent and Collateral Agent, MIDFIRST BANK, as Issuing BankCredit Agreement • September 22nd, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT, dated as of September 2, 2022, among BCE- MACH 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”), MIDFIRST BANK, a federally chartered savings association, as administrative agent and collateral agent for the Lenders, and MIDFIRST BANK, a federally chartered savings association, as an issuer of Letters of Credit and each other Issuing Bank from time to time party hereto and the other Persons from time to time party thereto.
CREDIT AGREEMENT among MACH NATURAL RESOURCES LP, as Borrower, The Several Lenders from Time to Time Parties Hereto, TEXAS CAPITAL BANK, as Agent, and CHAMBERS ENERGY MANAGEMENT, LP, as Arranger Dated as of December 28, 2023Credit Agreement • December 29th, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT, dated as of December 28, 2023, is by and among MACH NATURAL RESOURCES LP, a Delaware limited partnership (“Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), TEXAS CAPITAL BANK, as administrative and collateral agent (in such capacity, “Agent”), and CHAMBERS ENERGY MANAGEMENT, LP, as loan commitment arranger.
MACH NATURAL RESOURCES LP 2023 LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENTPhantom Unit Agreement • October 27th, 2023 • Mach Natural Resources Lp • 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”), Mach Natural Resources GP LLC (the “Company”), as the general partner of Mach Natural Resources LP (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 Mach Natural Resources LP 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.
CONTRIBUTION AGREEMENT by and among MACH NATURAL RESOURCES LP, MACH NATURAL RESOURCES HOLDCO LLC, MACH NATURAL RESOURCES INTERMEDIATE LLC, and those certain entities and individual persons set forth on Exhibit A and Exhibit B-1 attached hereto, as the...Contribution Agreement • October 27th, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas • Delaware
This Contribution Agreement (this “Agreement”) by and among Mach Natural Resources LP, a Delaware limited partnership (the “Partnership”), Mach Natural Resources Holdco LLC, a Delaware limited liability company (“Mach Natural Resources Holdco”), Mach Natural Resources Intermediate LLC, a Delaware limited liability company (“Mach Natural Resources Intermediate”) and those Persons designated as “Holdings Contributors” or “Partnership Contributors” on Exhibit A or Exhibit B-1, respectively (the “Contributors”), is entered into as of 12:01 a.m. (Eastern Time) on October 13, 2023 (the “Execution Date”). The Partnership and each of the Contributors are each referred to herein separately as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the LP Agreement (as defined below).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MACH NATURAL RESOURCES GP LLCLimited Liability Company Agreement • December 7th, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Mach Natural Resources GP LLC (the “Company”), dated as of October 27, 2023, is entered into by BCE-Mach Aggregator LLC, a Delaware limited liability company (the “BCE Member”) and Mach Resources LLC, a Delaware limited liability company (the “Mach Member”, and together with the BCE Member, the “Members”).
MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN MACH NATURAL RESOURCES GP LLC, MACH NATURAL RESOURCES LP, AND MACH RESOURCES LLCManagement Services Agreement • October 27th, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas • Texas
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is executed and agreed to as of October 27, 2023 (the “Effective Date”), by and between Mach Natural Resources GP LLC, a Delaware limited liability company (the “General Partner”), Mach Natural Resources, LP, a Delaware limited partnership (“Company” and together with the General Partner, the “Company Parties” and each, a “Company Party”), and Mach Resources LLC, a Delaware limited liability company (“Service Provider”). The General Partner, the Company and Service Provider are hereinafter each referred to as a “Party” and are collectively referred to as the “Parties”.
AMENDMENT NO. 2 TO CREDIT AGREEMENT dated as of December 16, 2020 among BCE- MACH II LLC, as Borrower, The Several Lenders from Time to Time Parties Thereto, EAST WEST BANK, as Administrative Agent and Collateral Agent, EAST WEST BANK, as Issuing Bank...Credit Agreement • September 22nd, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of December 16, 2020 (the “Effective Date”), is among BCE-MACH II LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Credit Parties”); each of the Lenders party hereto; and EAST WEST BANK, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
Amendment No. 4 to Credit Agreement dated as of December 8, 2022 among BCE-MACH II LLC, as Borrower, The Several Lenders from Time to Time Parties Thereto, EAST WEST BANK, as Administrative Agent and Collateral Agent, EAST WEST BANK, as Issuing Bank...Credit Agreement • September 22nd, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas • New York
This Amendment No. 4 to Credit Agreement (this “Amendment”), dated as of December 8, 2022 (the “Effective Date”), is among BCE-MACH II LLC, a Delaware limited liability company (the “Borrower”); each of the Lenders party hereto; EAST WEST BANK, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
RELEASE AGREEMENTRelease Agreement • May 9th, 2024 • Mach Natural Resources Lp • Crude petroleum & natural gas • Oklahoma
This Release Agreement (this “Agreement”) is entered into by and among Daniel T. Reineke, Jr. (“Employee”), Mach Natural Resources GP LLC, a Delaware limited liability company (the “General Partner”) and Mach Resources LLC, a Delaware limited liability company (“Employer” and, together with the General Partner, “Mach”). Employee, the General Partner and Employer are each referred to herein as a “Party” and together as the “Parties.”
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MACH NATURAL RESOURCES LP A Delaware Limited Partnership Dated as of October 27, 2023Limited Partnership Agreement • October 27th, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MACH NATURAL RESOURCES LP dated as of October 27, 2023, is entered into by and between MACH NATURAL RESOURCES GP LLC, a Delaware limited liability company, as the General Partner, and BCE-MACH AGGREGATOR LLC, a Delaware limited liability company, as the Organizational Limited Partner, 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:
AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of November 14, 2019 among BCE- MACH II LLC, as Borrower, The Several Lenders from Time to Time Parties Thereto, EAST WEST BANK, as Administrative Agent and Collateral Agent, EAST WEST BANK, as Issuing Bank...Credit Agreement • September 22nd, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 14, 2019 (the “Effective Date”), is among BCE-MACH II LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Credit Parties”); each of the Lenders party hereto; and EAST WEST BANK, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 22nd, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “First Amendment”), is made effective as of February 17, 2021 (the “Effective Date”), among BCE-MACH III LLC, a Delaware limited liability company (the “Borrower”), BCE-MACH III MIDSTREAM HOLDINGS LLC, a Delaware limited liability company (the “Guarantor”), MIDFIRST BANK, a federally chartered savings association, as Administrative Agent and Collateral Agent (in such capacities, the “Agent”) for the Lenders and as Issuing Bank, and each of the banks, financial institutions and other lending institutions from time to time parties as lenders (each a “Lender” and, collectively, the “Lenders”) to the Credit Agreement, dated as of May 19, 2020, among the Borrower, the Agent, the Issuing Bank, and the Lenders (the “Credit Agreement”), amends the Credit Agreement and the other Credit Documents as and to the extent provided below.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 22nd, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), is made effective as of January 27, 2023 (the “Effective Date”), among BCE-MACH III LLC, a Delaware limited liability company (the “Borrower”), BCE-MACH III MIDSTREAM HOLDINGS LLC, a Delaware limited liability company (the “Guarantor”), MIDFIRST BANK, a federally chartered savings association, as Administrative Agent and Collateral Agent (in such capacities, the “Agent”) for the Lenders and as Issuing Bank, and each of the banks, financial institutions and other lending institutions from time to time parties as lenders (each a “Lender” and, collectively, the “Lenders”) to the Credit Agreement, dated as of May 19, 2020, as amended by the First Amendment to Credit Agreement, dated as of February 17, 2021, and the Second Amendment to Credit Agreement, dated as of June 17, 2021 (as so amended, the “Credit Agreement”), each among the Borrower, the Agent, the Issuing Bank, and the Lenders party thereto, and amends the Credit Agreeme
MACH NATURAL RESOURCES LPParticipation Agreement • May 9th, 2024 • Mach Natural Resources Lp • Crude petroleum & natural gas
We are pleased to inform you that you have been designated as eligible to participate in the Mach Natural Resources LP Executive Change in Control and Severance Plan (as it may be amended from time to time, the “Plan”), as a Tier [1] // [2] Executive. Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Agreement (as defined in the Plan). A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Agreement for all purposes. Unless otherwise defined herein, capitalized terms used in this Participation Agreement shall have the meanings set forth in the Plan.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 30th, 2024 • Mach Natural Resources Lp • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is made effective as of August 26, 2024 (the “Effective Date”), among MACH NATURAL RESOURCES LP, a Delaware limited partnership (“Borrower”), the Loan Parties party hereto, the several banks and other financial institutions or entities party hereto as lenders (the “Lenders”), MIDFIRST BANK, a federally chartered savings association, as administrative agent for the Lenders (in such capacities, the “Agent”) and L/C Issuer, and amends the Credit Agreement dated as of December 28, 2023 among the Borrower, the Lenders, and the Agent (as amended, restated or otherwise modified from time to time, the “Credit Agreement”).
MACH NATURAL RESOURCES LP 2023 LONG-TERM INCENTIVE PLAN PERFORMANCE UNIT AGREEMENTPerformance Unit Agreement • August 13th, 2024 • Mach Natural Resources Lp • Crude petroleum & natural gas • Delaware
Pursuant to this Performance Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), Mach Natural Resources GP LLC (the “Company”), as the general partner of Mach Natural Resources LP (the “Partnership”), hereby grants to the individual identified in the Grant Notice below (the “Participant”) the following award of performance-based Phantom Units (“Performance Units”), pursuant and subject to the terms and conditions of this Agreement and the Mach Natural Resources LP 2023 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Performance 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. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
AMENDMENT NO. 3 TO CREDIT AGREEMENT dated as of May 13, 2022 among BCE-MACH II LLC, as Borrower, The Several Lenders from Time to Time Parties Thereto, EAST WEST BANK, as Administrative Agent and Collateral Agent, EAST WEST BANK, as Issuing Bank EAST...Credit Agreement • September 22nd, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas • New York
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 13, 2022 (the “Effective Date”), is among BCE-MACH II LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Credit Parties”); each of the Lenders party hereto; EAST WEST BANK, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and Commerce Bank, as an exiting lender (in such capacity, an “Exiting Lender”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MACH NATURAL RESOURCES LPAgreement of Limited Partnership • June 13th, 2024 • Mach Natural Resources Lp • Crude petroleum & natural gas • Delaware
This AMENDMENT NO. 1 (this “Amendment”) is made on June 13, 2024, to that certain Amended and Restated Agreement of Limited Partnership of Mach Natural Resources LP (the “Partnership”), dated as of October 27, 2023, (as supplemented or amended from time to time, the “Partnership Agreement”), by and between Mach Natural Resources GP LLC, a Delaware limited liability company (in its capacity as general partner of the Partnership, the “General Partner”) and BCE-Mach Aggregator LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with the other Persons who have become Partners in the Partnership as provided by the Partnership Agreement (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.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 22nd, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), is made effective as of June 17, 2021 (the “Effective Date”), among BCE-MACH III LLC, a Delaware limited liability company (the “Borrower”), BCE-MACH III MIDSTREAM HOLDINGS LLC, a Delaware limited liability company (the “Guarantor”), MIDFIRST BANK, a federally chartered savings association, as Administrative Agent and Collateral Agent (in such capacities, the “Agent”) for the Lenders and as Issuing Bank, and each of the banks, financial institutions and other lending institutions from time to time parties as lenders (each a “Lender” and, collectively, the “Lenders”) to the Credit Agreement, dated as of May 19, 2020, among the Borrower, the Agent, the Issuing Bank, and the Lenders, as amended by the First Amendment to Credit Agreement, dated as of February 17, 2021 (the “Credit Agreement”), and amends the Credit Agreement and the other Credit Documents as and to the extent provided below.
FIRST Amendment TO CREDIT AGREEMENTCredit Agreement • August 30th, 2024 • Mach Natural Resources Lp • Crude petroleum & natural gas • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 26, 2024, is by and among MACH NATURAL RESOURCES LP, a Delaware limited partnership (“Borrower”), the Guarantors party hereto, the several banks and other financial institutions or entities party to this Agreement (the “Lenders”), and TEXAS CAPITAL BANK, as the administrative and collateral agent (in such capacity, the “Agent”) and CHAMBERS ENERGY MANAGEMENT, LP as loan commitment arranger (in such capacity, the “Arranger”).
