PEAK RESOURCES LP RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • October 28th, 2024 • Peak Resources LP • Crude petroleum & natural gas • Delaware
Pursuant to this Restricted Unit Award Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), Peak Resources GP LLC (the “Company”), as the general partner of Peak Resources LP (the “Partnership”), hereby grants to the individual identified in the Grant Notice below (the “Participant”) the following award of Restricted Units (“Restricted Units”), pursuant and subject to the terms and conditions of this Agreement and the Peak Resources LP 2024 Long-Term Incentive Plan (the “Plan”) and the Partnership Agreement, the terms and conditions of which are hereby incorporated into this Agreement by reference. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PEAK RESOURCES GP LLC A Delaware Limited Liability Company Dated as of October [•], 2024Limited Liability Company Agreement • October 15th, 2024 • Peak Resources LP • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Peak Resources GP LLC (the “Company”), dated as of October [•], 2024 is adopted, executed and agreed to by Bryan H. Lawrence (the “Initial Member”) and the persons from time to time identified on the Schedule 1 (as defined herein) who are members of the Company (each, a “Member” and collectively, the “Members”).
SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • October 28th, 2024 • Peak Resources LP • Crude petroleum & natural gas • New York
SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Second Amendment”), dated as of , 2024 (the “Second Amendment Effective Date”), is by and among Peak Exploration & Production, LLC, a Delaware limited liability company, as Borrower (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantors (collectively, the “Guarantors” and each, a “Guarantor”), the Lenders party hereto constituting all Lenders under the Existing Credit Agreement, and Fortress Credit Corp., as administrative agent (in such capacity, the “Administrative Agent”), pursuant to the Existing Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as Lenders. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned thereto in the Amended Credit Agreement (as hereinafter defined).
PEAK RESOURCES LP [•] Class A Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2024 • Peak Resources LP • Crude petroleum & natural gas • New York
Peak 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 representative (the “Representative” or “you”) an aggregate of [•] Class A Common Units representing limited partner interests in the Partnership (the “Class A Common Units”). Such aggregate of [•] Class A 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, for the sole purpose of covering over-allotments in connection with the sale of the Firm Units, at the option of the Underwriters, up to an additional [•] Class A Common Units (the “Option Units”). The Firm Units and the Option Units are hereinafter referred to collectively as the “Securities”.
CREDIT AGREEMENT among PEAK RESOURCES LP, as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and TEXAS CAPITAL BANK, as Administrative Agent, Lender and L/C Issuer TCBI SECURITIES, INC. as Sole Lead Arranger and Bookrunner dated as of [•], 2024Credit Agreement • October 28th, 2024 • Peak Resources LP • Crude petroleum & natural gas • Texas
This CREDIT AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [•], 2024, is among PEAK RESOURCES LP, a Delaware limited partnership (“Borrower”), the lenders from time to time party hereto (collectively, the “Lenders” and each, individually, a “Lender”), and TEXAS CAPITAL BANK, as Administrative Agent, Lender and L/C Issuer.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PEAK RESOURCES LP A Delaware Limited Partnership Dated as ofPeak Resources LP • October 15th, 2024 • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PEAK RESOURCES LP dated as of [_______], 2024 is entered into by and between PEAK RESOURCES GP LLC, a Delaware limited liability company, as the General Partner, Bryan H. Lawrence, 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 and Guaranty Agreement among Peak Exploration & Production, LLC as Borrower Fortress Credit Corp. as Administrative Agent Each Guarantor and Lender party heretoCredit and Guaranty Agreement • September 16th, 2024 • Peak Resources LP • Crude petroleum & natural gas • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of January 31, 2023, is among Peak Exploration & Production, LLC, a Delaware limited liability company, as Borrower (the “Borrower”), certain Subsidiaries of Borrower, as Guarantors party hereto from time to time, the Lenders party hereto from time to time, and Fortress Credit Corp., as Administrative Agent.
CONTRIBUTION AGREEMENTContribution Agreement • October 15th, 2024 • Peak Resources LP • Crude petroleum & natural gas • Delaware
This Contribution Agreement (this “Agreement”), is made and entered into effective as of , 2024 (the “Effective Date”), by and among Peak Resources LP, a Delaware limited partnership (the “Partnership”), Peak Resources GP LLC, a Delaware limited liability company (the “General Partner”) and the signatories named under the heading “Contributor” in Schedule 1 hereto (the “Contributing Partners”). The Partnership, the General Partner and the Contributing Partners are sometimes referred to herein individually as a “Party” or collectively as the “Parties”.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 15th, 2024 • Peak Resources LP • Crude petroleum & natural gas • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), made and executed as of , by and between Peak Resources LP, a Delaware limited partnership (the “Partnership”), Peak 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”).
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • September 16th, 2024 • Peak Resources LP • Crude petroleum & natural gas • New York
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “First Amendment”), dated as of April 24, 2024, is by and among Peak Exploration & Production, LLC, a Delaware limited liability company, as Borrower (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantors (collectively, the “Guarantors” and each, a “Guarantor”), the Lenders party hereto constituting all Lenders under the Existing Credit Agreement, and Fortress Credit Corp., as administrative agent (in such capacity, the “Administrative Agent”), pursuant to the Existing Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as Lenders. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned thereto in the Amended Credit Agreement (as hereinafter defined).
