RICE ENERGY INC. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 8th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • New York
Rice Energy Inc., a Delaware corporation (the “Company”), and NGP Rice Holdings LLC, a [ ] limited liability company (the “Selling Stockholder”), propose to sell an aggregate of [•] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the [•] shares of the Firm Stock, [•] are being sold by the Company and [•] are being sold by the Selling Stockholder. In addition, the Selling Stockholder proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [•] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholder by the Underwriters.
FORM OF MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • January 8th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NGP Rice Holdings LLC, a Delaware limited liability company (the “Company”), dated effective as of [ ], 2014 (the “Effective Date”) is adopted, executed and agreed to by the Members (as defined below).
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT RICE ENERGY HOLDINGS LLCLimited Liability Company Agreement • January 8th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Rice Energy Holdings LLC, a Delaware limited liability company (the “Company”), dated effective as of [ ] (the “Effective Date”), is adopted, executed and agreed to by the Members (as defined below).
FORM OF RICE ENERGY INC. RESTRICTED STOCK UNIT (RSU) AGREEMENT (For Directors)Restricted Stock Unit Agreement • January 8th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) evidences an award made as of the day of , (the “Date of Grant”), by RICE ENERGY INC., a Delaware corporation (the “Company”), to (the “Grantee”).
FORM OF SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January [ ], 2014, among RICE DRILLING B LLC, as Borrower, The Guarantors and Parent Guarantors Party Hereto, WELLS FARGO BANK, N.A., as Administrative Agent, and The...Second Amended and Restated Credit Agreement • January 8th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • New York
This SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Sixth Amendment”), dated for reference purposes as of January [ ], 2014 but effective as of the Sixth Amendment Effective Date as defined in in Section 4 below, is among RICE DRILLING B LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors and Parent Guarantors (the Guarantors and Parent Guarantors, together with the Borrower, collectively, the “Loan Parties”); each of the Lenders that is a signatory hereto; and WELLS FARGO BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
AMENDMENT, CONSENT AND PARENT GUARANTY TO SENIOR SUBORDINATED CONVERTIBLE DEBENTURESenior Subordinated Convertible Debenture • January 8th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware
THIS AMENDMENT, CONSENT AND PARENT GUARANTY TO SENIOR SUBORDINATED CONVERTIBLE DEBENTURE (this “Amendment”) dated as of January 7, 2014, is by and among Rice Drilling B LLC, a Delaware limited liability company (the “Company”), Rice Energy Inc., a Delaware corporation (“Rice Energy Inc.”) and holders of the Company’s 12.00% Senior Subordinated Convertible Debentures due 2014 (each, a “Holder”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Convertible Debenture (as defined below).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT RICE ENERGY APPALACHIA, LLC April 18, 2013Limited Liability Company Agreement • January 8th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated effective as of April 18, 2012, is made by and among Rice Energy Appalachia, LLC, a Delaware limited liability company (the “Company”), and the Persons who have executed a signature page to this Agreement as the Members and initial Managers.
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT NGP RICE HOLDINGS LLCLimited Liability Company Agreement • January 8th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NGP Rice Holdings LLC, a Delaware limited liability company (the “Company”), dated effective as of [ ], 2014 (the “Effective Date”) is adopted, executed and agreed to by the Members (as defined below).
