FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QR ENERGY, LPLimited Partnership Agreement • December 22nd, 2010 • QR Energy, LP • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QR ENERGY, LP dated as of December 22, 2010, is entered into by and between QRE GP, LLC, a Delaware limited liability company, as the General Partner, and The Quantum Aspect Partnership, LP, a Delaware limited partnership, 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:
Senior Secured Revolving Credit Facility CREDIT AGREEMENT dated as of December 17, 2010 among QRE OPERATING, LLC as Borrower, QR ENERGY, LP, QRE GP, LLC, The Lenders Party Hereto WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, JPMORGAN...Credit Agreement • December 22nd, 2010 • QR Energy, LP • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT dated as of December 17, 2010 is among: QRE OPERATING, LLC, a Delaware limited liability company (the “Borrower”); QR Energy, LP, a Delaware limited partnership (“QRE MLP”); QRE GP, LLC, a Delaware limited liability company (“General Partner”); each of the Lenders from time to time party hereto; WELLS FARGO BANK, NATIONAL ASSOCIATION, (in its individual capacity, “Wells Fargo”) as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”) as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and ROYAL BANK OF CANADA, THE ROYAL BANK OF SCOTLAND plc, and TORONTO DOMINION (NEW YORK) LLC, as documentation agents for the Lenders (each, in such capacity, together with its successors in such capacity, a “Documentation Agent”).
SERVICES AGREEMENT BY AND BETWEEN QUANTUM RESOURCES MANAGEMENT, LLC QRE GP, LLC QR ENERGY, LP AND QRE OPERATING, LLCServices Agreement • December 22nd, 2010 • QR Energy, LP • Crude petroleum & natural gas
THIS SERVICES AGREEMENT (the “Agreement”), made as of the 22nd day of December, 2010 (the “Closing Date”), is by and between QUANTUM RESOURCES MANAGEMENT, LLC, a Delaware limited liability company (“QRM”), QRE GP, LLC, a Delaware limited liability company (the “General Partner”), QR ENERGY, LP, a Delaware limited partnership (the “MLP”), and QRE OPERATING, LLC, a Delaware limited liability company (the “OLLC”).
QR ENERGY, LP 15,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2010 • QR Energy, LP • Crude petroleum & natural gas • New York
Wells Fargo Securities, LLC J.P. Morgan Securities LLC Raymond James & Associates, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule 1 hereto
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QRE GP, LLC (A DELAWARE LIMITED LIABILITY COMPANY)Limited Liability Company Agreement • December 22nd, 2010 • QR Energy, LP • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of QRE GP, LLC, a Delaware limited liability company (the “Company”), executed effective as of December 22, 2010 (the “Effective Date”), is adopted, executed and agreed to, by QR Holdings (QRE), LLC, a Texas limited liability company (“QRH”) and QR Energy Holdings, LLC, a Texas limited liability company (“QREH”). The parties hereto shall be referenced individually as a “Member” or “Party” and collectively as “Members” or “Parties.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG QUANTUM RESOURCES A1, LP, QUANTUM RESOURCES B, LP, QUANTUM RESOURCES C, LP, QAB CARRIED WI, LP, QAC CARRIED WI, LP, BLACK DIAMOND RESOURCES, LLC QRE GP, LLC, QR ENERGY, LP, AND QRE OPERATING, LLCContribution, Conveyance and Assumption Agreement • December 22nd, 2010 • QR Energy, LP • Crude petroleum & natural gas • Texas
The ORRI shall not apply to, and in any event shall not be paid or accrued upon, any Oil Hydrocarbon used for operating, development or production purposes upon the lands covered by the Leases or unavoidably lost, and the ORRI shall not apply to and shall not be paid with respect to Oil Hydrocarbons used in re-pressuring or recycling operations or pressure maintenance operations benefiting the lands covered by the Leases.
OMNIBUS AGREEMENT BY AND AMONG QR ENERGY, LP, QRE GP, LLC QRE OPERATING, LLC, QUANTUM RESOURCES A1, LP, QUANTUM RESOURCES B, LP, QUANTUM RESOURCES C, LP, QAB CARRIED WI, LP, QAC CARRIED WI, LP, BLACK DIAMOND RESOURCES, LLC, QA HOLDINGS, LP AND QA...Omnibus Agreement • December 22nd, 2010 • QR Energy, LP • Crude petroleum & natural gas
THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among QR ENERGY, LP, a Delaware limited partnership (the “MLP”), QRE GP, LLC, a Delaware limited liability company and the general partner of the MLP (the “General Partner”), QRE OPERATING, LLC, a Delaware limited liability company (“OLLC”), QUANTUM RESOURCES A1, LP, a Delaware limited partnership (“QRA”), QUANTUM RESOURCES B, LP, a Delaware limited partnership (“QRB”), QUANTUM RESOURCES C, LP, a Delaware limited partnership (“QRC”), QAB CARRIED WI, LP, a Delaware limited partnership (“QAB”), QAC CARRIED WI, LP, a Delaware limited partnership (“QAC”), BLACK DIAMOND RESOURCES, LLC, a Delaware limited liability company (“Black Diamond”) and together with QRA, QRB, QRC, QAB and QAC (collectively, the “Fund Group,” and referred to individually as a “Fund Entity”), QA HOLDINGS LP, a Delaware limited partnership (“Holdco”) and QA GLOBAL GP, LLC, a Delaware limited
