PURCHASE AND SALE AGREEMENT BETWEEN NEWFIELD EXPLORATION MID-CONTINENT INC. (AS SELLER) AND CONSTELLATION ENERGY PARTNERS LLC (AS BUYER) DATED AUGUST 2, 2007Purchase and Sale Agreement • September 26th, 2007 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Texas
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated August 2, 2007, is by and between NEWFIELD EXPLORATION MID-CONTINENT INC., a Delaware corporation, whose address is 110 West 7th, Tulsa, Oklahoma 74119 (“Seller”) and CONSTELLATION ENERGY PARTNERS LLC, a Delaware limited liability company, whose address is 500 Dallas Street, One Allen Center, Suite 3300, Houston, Texas 77002 (“Buyer”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG CONSTELLATION ENERGY PARTNERS LLC AND THE PURCHASERS NAMED HEREINRegistration Rights Agreement • September 26th, 2007 • Constellation Energy Partners LLC • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 21, 2007 by and among Constellation Energy Partners LLC, a Delaware limited liability company (“Constellation Energy”), and the purchasers listed on the signature pages to this Agreement (each, a “Purchaser” and, collectively, the “Purchasers”).
NOMINEE AGREEMENTNominee Agreement • September 26th, 2007 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Texas
This Nominee Agreement (“Agreement”), dated as of the 21st day of September, 2007, is by and between Newfield Exploration Mid-Continent Inc., a Delaware corporation (“Nominee”) and CEP Mid-Continent LLC, a Delaware limited liability company (“Owner”). Nominee and Owner are sometimes individually referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined herein have the meanings provided in that certain Purchase and Sale Agreement, dated August 2, 2007, between Nominee, as Seller, and Constellation Energy Partners LLC (“CEP”), as Buyer (the “Purchase and Sale Agreement”).
COMMON UNIT PURCHASE AGREEMENT BY AND AMONG CONSTELLATION ENERGY PARTNERS LLC AND THE PURCHASERS NAMED HEREINCommon Unit Purchase Agreement • September 26th, 2007 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Delaware
This COMMON UNIT PURCHASE AGREEMENT, dated as of August 2, 2007 (this “Agreement”), is by and among Constellation Energy Partners LLC, a Delaware limited liability company (“Constellation Energy”), and each of the purchasers set forth in Schedule 2.01 to this Agreement (each a “Purchaser” and, collectively, the “Purchasers”).
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF CONSTELLATION ENERGY PARTNERS LLCOperating Agreement • September 26th, 2007 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Delaware
THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED LIMITED OPERATING AGREEMENT OF CONSTELLATION ENERGY PARTNERS LLC (this “Amendment”), dated as of September 21, 2007, is entered into and effectuated by the Board of Managers (the “Board”) of Constellation Energy Partners LLC, a Delaware limited liability company (the “Company”), pursuant to authority granted to it in Sections 5.5 and 11.1 of the Second Amended and Restated Operating Agreement of the Company, dated as of November 20, 2006 (the “Limited Liability Company Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Liability Company Agreement.
