11,085,000 Trust Units VOC ENERGY TRUST UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2011 • VOC Energy Trust • Crude petroleum & natural gas • Texas
This letter is delivered to you pursuant to the Underwriting Agreement (the “Underwriting Agreement”) to be entered into among VOC Energy Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”), VOC Brazos Energy Partners, L.P., a Texas limited partnership (the “Company”), and Raymond James & Associates, Inc. and Morgan Stanley & Co. Incorporated as the representatives (the “Representatives”) of the several underwriters (the “Underwriters”) listed on Schedule I thereto. Upon the terms and subject to the conditions of the Underwriting Agreement, (i) the Company proposes to sell to the Underwriters units of beneficial interest (the “Units”) in the Trust, and (ii) the Underwriters intend to effect a public offering of the Units, as described in and contemplated by the registration statement of the Trust and the Company on Form S-1, File No. 333-171474 (the “Registration Statement”), as filed with the Securities and Exchange Commission on December 30, 2010 and
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN VOC PARTNERS, LLC AND VOC ENERGY TRUST DATED AS OF MAY 10, 2011Registration Rights Agreement • May 10th, 2011 • VOC Energy Trust • Crude petroleum & natural gas • Delaware
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of May 10, 2011 by and between VOC Partners, LLC, a limited liability company formed under the laws of the State of Kansas (the “Company”), and VOC Energy Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”). Unless expressly stated otherwise in this Agreement, as used in this Agreement, references to the “Trustee” mean The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee or any successor trustee of the Trust and not in its individual capacity.
AMENDED AND RESTATED TRUST AGREEMENT OF VOC ENERGY TRUST Among VOC BRAZOS ENERGY PARTNERS, L.P. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. and WILMINGTON TRUST COMPANYTrust Agreement • May 10th, 2011 • VOC Energy Trust • Crude petroleum & natural gas • Delaware
This Amended and Restated Trust Agreement of VOC Energy Trust, a Delaware statutory trust (the “Trust”), is entered into effective as of the 10th day of May, 2011, by and among VOC Brazos Energy Partners, L.P., a Texas limited partnership with its principal office in Wichita, Kansas (“VOC Brazos”), as trustor, and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of the State of Delaware with its principal office in Wilmington, Delaware and its successors and assigns (“Wilmington Trust”), as Delaware Trustee (as hereinafter defined), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national association organized under the laws of the State of New York with its principal place of business in New York, New York (the “Bank”), as Trustee (as hereinafter defined).
Administrative Services AgreementAdministrative Services Agreement • May 10th, 2011 • VOC Energy Trust • Crude petroleum & natural gas • Delaware
This ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is dated as of May 10, 2011 by and between VOC Brazos Energy Partners, L.P., a limited partnership formed under the laws of the State of Texas (the “Partnership”), and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee (the “Trustee”) of VOC Energy Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”).
