MDS ENERGY PUBLIC 2012 PROGRAM MDS SECURITIES, LLC FORM OF DEALER-MANAGER AGREEMENTDealer-Manager Agreement • June 8th, 2012 • MDS Energy Public 2013-B Lp • Pennsylvania
MDS Energy Public 2012 Program (the “Program”) is a series of up to three limited partnerships formed under the Delaware Revised Uniform Limited Partnership Act as described below. These limited partnerships are sometimes referred to in this Agreement in the singular as a “Partnership” or in the plural as the “Partnerships.” MDS Energy Development, LLC, a Pennsylvania limited liability company, is the “Managing General Partner” of each Partnership. The Managing General Partner on behalf of the Partnerships hereby confirms its agreement with you, as Dealer-Manager, as follows:
FORM OF GAS PURCHASE AGREEMENT BETWEEN <SELLER> AND FURNACE RUN PIPELINE, L.P.Gas Purchase Agreement • June 8th, 2012 • MDS Energy Public 2013-B Lp • Pennsylvania
This Agreement is made, entered into and effective this day of 2011, by and between a Pennsylvania, herein called “Seller” and Furnace Run Pipeline, L.P., a Pennsylvania limited partnership, herein called “Buyer”.
OPERATING AGREEMENT OF MDS ENERGY DEVELOPMENT, LLCOperating Agreement • June 8th, 2012 • MDS Energy Public 2013-B Lp • Pennsylvania
This Operating Agreement (this “Agreement”) has been adopted by MDS Associated Companies, Inc., a Pennsylvania corporation, as the sole member (the “Member”) of MDS Energy Development, LLC, a Pennsylvania limited liability company (the “Company”).
FORM OF TERM SALE GAS CONTRACT WITH SNYDER BROTHERS, INC.Term Sale Gas Contract • June 8th, 2012 • MDS Energy Public 2013-B Lp
FORM OF SELECTED INVESTMENT ADVISOR AGREEMENTSelected Investment Advisor Agreement • June 8th, 2012 • MDS Energy Public 2013-B Lp • Pennsylvania
THIS SELECTED INVESTMENT ADVISOR AGREEMENT (the “Agreement”) is made and entered into as of the date indicated on Exhibit A attached hereto, and by this reference incorporated herein, by and between MDS Securities, LLC, a Pennsylvania limited liability company (“MDS Securities” or the “Dealer-Manager”), and the selected investment advisor (the “SIA”) identified in Exhibit A hereto.
FORM OF PRICE LOCK-IN CONFIRMATION BETWEEN <SELLER> AND SNYDER BROTHERS, INC.Price Lock-in Confirmation • June 8th, 2012 • MDS Energy Public 2013-B Lp
CHANGE IN TERMS OF THE BUSINESS LOAN AGREEMENT DATED JUNE 6, 2011 BETWEEN MDS ENERGY DEVELOPMENT, LLC AND GATEWAY BANK OF PENNSYLVANIAChange in Terms Agreement • June 8th, 2012 • MDS Energy Public 2013-B Lp
LENDER. The term “Lender” means Gateway Bank of Pennsylvania whose address is 3402 Washington Road, McMurray, Pennsylvania 15317-2907, its successors and assigns.
FORM OF GAS PURCHASE CONTRACT BETWEEN <SELLER> AND SNYDER BROTHERS, INC.Gas Purchase Contract • June 8th, 2012 • MDS Energy Public 2013-B Lp
BUSINESS LOAN AGREEMENT DATED JUNE 6, 2011 BETWEEN MDS ENERGY DEVELOPMENT, LLC AND GATEWAY BANK OF PENNSYLVANIABusiness Loan Agreement • June 8th, 2012 • MDS Energy Public 2013-B Lp • Pennsylvania
AGREEMENT. This Business loan Agreement will be referred to in this document as the “Agreement.” This Agreement is made by Gateway Bank of Pennsylvania (Lender). MDS Energy Development, LLC (Borrower). David E. Snyder and Sandra J. Snyder (Hypothecator). The consideration is the promises, representations, and warranties made in this Agreement and the Related Documents.
