FORM OF CREDIT AGREEMENT dated as of July 22, 2011 among LRE Operating, LLC, as Borrower, LRR Energy, L.P., as Parent Guarantor, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A. as Syndication Agent, BNP Paribas,...Credit Agreement • August 12th, 2011 • LRR Energy, L.P. • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of July 22, 2011, is among: LRE Operating, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”), LRR Energy, L.P., a limited partnership duly formed and existing under the laws of the Sate of Delaware (the “Parent”); 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”); Bank of America, N.A., as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and BNP Paribas, Citibank, N.A. and Royal Bank of Canada, as co-documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).
FORM OF PURCHASE, SALE, CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG LIME ROCK RESOURCES A, L.P., LIME ROCK RESOURCES B, L.P., LIME ROCK RESOURCES C, L.P., LRE GP, LLC, LRR ENERGY, L.P. AND LRE OPERATING, LLCAssumption Agreement • August 12th, 2011 • LRR Energy, L.P. • Crude petroleum & natural gas • Texas
This Purchase, Sale, Contribution, Conveyance and Assumption Agreement (this “Agreement”), dated as of , 2011 (the “Closing Date”), is entered into by and among Lime Rock Resources A, L.P., a Delaware limited partnership (“LRR-A”), Lime Rock Resources B, L.P., a Delaware limited partnership (“LRR-B”), Lime Rock Resources C, L.P., a Delaware limited partnership (“LRR-C,” and together with LRR-A and LRR-B, the “Property Contributors”), LRE GP, LLC, a Delaware limited liability company (the “General Partner”), LRR Energy, L.P., a Delaware limited partnership (the “Partnership”), and LRE Operating, LLC, a Delaware limited liability company (“LRE Operating”). LRR-B and LRR-C are referred to collectively as the “NPI Owners.” The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meaning assigned to such terms in Article I.
FORM OF SERVICES AGREEMENT BY AND BETWEEN LIME ROCK MANAGEMENT LP, LIME ROCK RESOURCES OPERATING COMPANY, INC., LRE GP, LLC, LRR ENERGY, L.P. AND LRE OPERATING, LLCServices Agreement • August 12th, 2011 • LRR Energy, L.P. • Crude petroleum & natural gas
THIS SERVICES AGREEMENT (the “Agreement”), is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among LIME ROCK MANAGEMENT LP, a Delaware limited partnership (“LRM”), LIME ROCK RESOURCES OPERATING COMPANY, INC., a Delaware corporation (“OpCo”), LRR ENERGY, L.P., a Delaware limited partnership (the “MLP”), LRE GP, LLC, a Delaware limited liability company and the general partner of the MLP (the “General Partner”), and LRE OPERATING, LLC, a Delaware limited liability company and wholly owned Subsidiary (as defined herein) of the MLP (the “OLLC”).
FORM OF OMNIBUS AGREEMENT BY AND AMONG LRR ENERGY, L.P., LRE GP, LLC, LRE OPERATING, LLC, LRR GP, LLC, LIME ROCK RESOURCES A, L.P., LIME ROCK RESOURCES B, L.P., LIME ROCK RESOURCES C, L.P. and LIME ROCK MANAGEMENT LPOmnibus Agreement • August 12th, 2011 • LRR Energy, L.P. • 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 LRR ENERGY, L.P., a Delaware limited partnership (the “MLP”), LRE GP, LLC, a Delaware limited liability company and the general partner of the MLP (the “General Partner”), LRE OPERATING, LLC, a Delaware limited liability company and wholly owned subsidiary of the MLP (“OLLC”), Lime Rock Resources A, L.P., a Delaware limited partnership (“LRR A”), Lime Rock Resources B, L.P., a Delaware limited partnership (“LRR B”), Lime Rock Resources C, L.P., a Delaware limited partnership (“LRR C,” and together with LRR A and LRR B, the “Fund Group,” and referred to individually as a “Fund Entity”), LRR GP, LLC, a Delaware limited liability company and the ultimate general partner of each Fund Entity (the “Fund General Partner”), and Lime Rock Management LP, a Delaware limited partnership (“LRM”). The above-named entities are sometimes referred to in this Agreement
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LRE GP, LLC (A Delaware Limited Liability Company) Dated as ofLimited Liability Company Agreement • August 12th, 2011 • LRR Energy, L.P. • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of LRE GP, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of , 2011, to be effective upon and at the time of the closing of the MLP IPO (as defined below) (the “Effective Time”), by Lime Rock Management LP, a Delaware limited partnership (“LRM”), Lime Rock Resources A, L.P., a Delaware limited partnership (“LRR-A”), Lime Rock Resources B, L.P., a Delaware limited partnership (“LRR-B”), Lime Rock Resources C, L.P., a Delaware limited partnership (“LRR-C,” and together with LRR-A and LRR-B, the “Fund I Entities”), Lime Rock Resources II-A, L.P., a Delaware limited partnership (“LRR II-A”), and Lime Rock Resources II-C, L.P., a Delaware limited partnership (“LRR II-C,” and together with LRR II-A, the “Fund II Entities”). The parties hereto shall be referenced individually as a “Member” or “Party” and collectively as “Members” or “Parties.”
