CREDIT AGREEMENT DATED AS OF OCTOBER [ ], 2006 AMONG CONSTELLATION ENERGY PARTNERS LLC AS BORROWER, THE ROYAL BANK OF SCOTLAND plc AS ADMINISTRATIVE AGENT, RBS SECURITIES CORPORATION AS LEAD ARRANGER AND SOLE BOOK RUNNER, AND THE LENDERS PARTY HERETOCredit Agreement • September 29th, 2006 • Constellation Energy Partners LLC • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of October [ ], 2006, is among Constellation Energy Partners LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”), each of the Lenders from time to time party hereto, and The Royal Bank of Scotland plc (in its individual capacity, “RBS”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
OMNIBUS AGREEMENT AMONG CONSTELLATION ENERGY COMMODITIES GROUP, INC. CONSTELLATION ENERGY PARTNERS LLC ROBINSON’S BEND II PRODUCTION, LLC ROBINSON’S BEND II OPERATING, LLC AND ROBINSON’S BEND II MARKETING, LLCOmnibus Agreement • September 29th, 2006 • Constellation Energy Partners LLC • Crude petroleum & natural gas
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date, among Constellation Energy Commodities Group, Inc., a Delaware corporation (“CCG”), Constellation Energy Partners LLC, a Delaware limited liability company (the “Company”), Robinson’s Bend II Production, LLC, a Delaware limited liability company (“Production”), Robinson’s Bend II Operating, LLC, a Delaware limited liability company (“Operating”) and Robinson’s Bend II Marketing, LLC, a Delaware limited liability company (“Marketing”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 29th, 2006 • Constellation Energy Partners LLC • Crude petroleum & natural gas
THIS MANAGEMENT SERVICES AGREEMENT (the “Agreement”), made as of the day of , 2006, is by and among Constellation Energy Partners Management, LLC, a Delaware limited liability company (“CEPM”), and Constellation Energy Partners LLC, a Delaware limited liability company (the “Company”).
One Allen Center 500 Dallas Street Suite 3300 Houston, Texas 77002Fee Agreement • September 29th, 2006 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Texas
The Investment Company LLC (“TIC”) provided services to Constellation Energy Commodities Group, Inc. (“CCG”) in connection with the acquisition of certain interests in the Robinson’s Bend Field, located in Tuscaloosa County, Alabama then owned by Everlast Energy LLC (“Everlast”). CCG completed its acquisition of Everlast’s interests in the Robinson’s Bend Field in June 2005 (the “Transaction”). This letter (the “Agreement”) sets forth our agreement with regard to payment of a fee to TIC in connection with the Transaction.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • September 29th, 2006 • Constellation Energy Partners LLC • Crude petroleum & natural gas
THIS TRADEMARK LICENSE AGREEMENT (the “Agreement”), made as of the day of , 2006, is by and among Constellation Energy Partners LLC, a Delaware limited liability company (the “Company”), and Constellation Energy Group, Inc., a Maryland corporation (“Constellation”).
June 13, 2005Marketing Authorization Agreement • September 29th, 2006 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Texas
THIS AGREEMENT (the “Agreement”) IS MADE AND ENTERED INTO by and between Torch Energy TM, Inc., herein referred to as “TETM” and Robinson’s Bend Marketing II, LLC, herein referred to as “RB Marketing.”
ASSET PURCHASE AND SALE AGREEMENT between Everlast Energy LLC, RB Marketing Company LLC and Robinson’s Bend Operating Company LLC as “Seller” and CBM Equity IV, LLC as “Buyer” Dated as of May 12, 2005Asset Purchase and Sale Agreement • September 29th, 2006 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Texas
THIS ASSET PURCHASE AND SALE AGREEMENT dated May 12, 2005, is made by and among Everlast Energy, LLC, a Delaware limited liability company (“Everlast”), RB Marketing Company LLC, a Delaware limited liability company (“RB Marketing”), and Robinson’s Bend Operating Company LLC, a Delaware limited liability company (“RB Operating;” Everlast, together with RB Marketing and RB Operating, is herein collectively called “Seller”), and CBM Equity IV, LLC, a Delaware limited liability company (“Buyer”).
OIL AND GAS PURCHASE CONTRACTOil and Gas Purchase Contract • September 29th, 2006 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Texas
This Oil and Gas Purchase Contract (the “Contract”) is made and entered into as of the 1st day of October, 1993, by and between TORCH ENERGY MARKETING, INC., a Delaware corporation (hereinafter referred to as “Buyer”), and TORCH ROYALTY COMPANY, a Delaware corporation, and VELASCO GAS COMPANY LTD., a Texas limited partnership (hereinafter collectively referred to as “Seller”).
