SECOND AMENDED AND RESTATED GUARANTY (PostRock Energy Corporation)Guaranty • March 12th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS SECOND AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of December 20, 2012, is made by PostRock Energy Corporation, a Delaware corporation (the “Guarantor”), in favor of CITIBANK, N.A., as administrative agent for the Lenders (as defined below).
POSTROCK ENERGY CORPORATIONRestricted Share Award Agreement • March 12th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas • Delaware
This Restricted Share Award Agreement (the “Agreement”) is made by and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and [ ] (“Participant”).
POSTROCK ENERGY CORPORATIONStock Option Award Agreement • March 12th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas • Delaware
This Option Award Agreement (the “Agreement”) dated [ ], 20 , is made by and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and [ ] (“Participant”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Among POSTROCK ENERGY SERVICES CORPORATION, as a Borrower, POSTROCK MIDCONTINENT PRODUCTION, LLC, as a Borrower, CITIBANK, N.A., as Administrative Agent and Collateral Agent and The Lenders Party Hereto...Credit Agreement • March 12th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 20, 2012, among POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation (“PESC”), POSTROCK MIDCONTINENT PRODUCTION, LLC, a Delaware limited liability company (“MidContinent”; and together with PESC, collectively, the “Borrowers” and individually a “Borrower”), CITIBANK, N.A., individually and as successor Administrative Agent and Collateral Agent (in such capacities the “Successor Administrative Agent”, “Administrative Agent” and “Collateral Agent”), and as successor L/C Issuer, ROYAL BANK OF CANADA, as prior administrative agent, collateral agent and L/C Issuer (in such capacities, the “Original Administrative Agent”, “Original Collateral Agent” and “Original L/C Issuer”), and each of the New Lenders (herein defined) that is a signatory hereto or which becomes a signatory hereto pursuant to Section 10.07.
POSTROCK ENERGY CORPORATIONStock Option Award Agreement • March 12th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas • Delaware
This Option Award Agreement (the “Agreement”) is made by and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and [ ] (“Participant”).
MASTER ASSIGNMENT AND ASSUMPTIONMaster Assignment and Assumption • March 12th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas
This Master Assignment and Assumption (the “Master Assignment and Assumption”) is dated as of December 20, 2012 (the “Effective Date”), and is entered into by and between the Assignors (as defined below) and the Assignees (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Existing Credit Agreement or the Amended and Restated Credit Agreement identified below. The Standard Terms and Conditions set forth in Annex I attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Master Assignment and Assumption as if set forth herein in full.
SECOND AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENTIntercreditor and Collateral Agency Agreement • March 12th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (the “Amendment”) dated as of December 20, 2012 (the “Amendment Effective Date”) is entered into by and among ROYAL BANK OF CANADA, in its capacity as resigning administrative agent and resigning collateral agent under the First Lien Credit Agreement (as defined below), CITIBANK, N.A. in its capacity as successor administrative agent and successor collateral agent under the First Lien Credit Agreement for the First Lien Lenders (as defined below) (in such capacities, with its successors and assigns, the “First Lien Agent”), ROYAL BANK OF CANADA, in its capacity as resigning collateral agent under the Intercreditor Agreement (as defined below), CITIBANK, N.A., in its capacity as successor collateral agent under the Intercreditor Agreement for the Secured Parties (in such capacity, with its successors and assigns, the “Collateral Agent”), POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporatio
SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 12th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement”) is executed as of December 20, 2012, by POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation (“PESC”), POSTROCK MIDCONTINENT PRODUCTION, LLC, a Delaware limited liability company (“MidContinent”), STP NEWCO, INC., an Oklahoma corporation (“STP”), POSTROCK ENERGY CORPORATION, a Delaware corporation (“PEC”), POSTROCK HOLDCO, LLC, a Kansas limited liability company, (“PR Holdco”), POSTROCK EASTERN PRODUCTION, LLC, a Delaware limited liability company (“Eastern”; PESC, MidContinent, STP, PEC, PR Holdco, and Eastern, together with any other entity that may become a party hereto as provided herein, individually a “Debtor” and collectively the “Debtors”), each of whose address is 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102, in favor of CITIBANK, N.A., as Collateral Agent (hereafter defined) for the benefit of the Beneficiaries (hereafter defined) (the Collate
AMENDED AND RESTATED GUARANTY (Subsidiary)Guaranty • March 12th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of December 20, 2012, is made by STP NEWCO, INC., an Oklahoma corporation (“STP”), POST ROCK EASTERN PRODUCTION, LLC, a Delaware limited liability company (“Eastern”), and POST ROCK HOLDCO, LLC, a Kansas limited liability company (“PR Holdco”; STP, Eastern, and PR Holdco collectively called the “Guarantors” and individually called a “Guarantor”), in favor of CITIBANK, N.A., as administrative agent for the Lenders (as defined below).
