PARSLEY ENERGY, LLC PARSLEY FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 7.500% SENIOR NOTES DUE 2022 INDENTURE Dated as of February 5, 2014 U.S. BANK NATIONAL ASSOCIATION TrusteeIndenture • April 11th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • New York
INDENTURE dated as of February 5, 2014 among Parsley Energy, LLC, a Delaware limited liability company (together with its successors as provided herein, the “Company”), and Parsley Finance Corp., a Delaware corporation (together with its successors as provided herein, “Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined) and U.S. Bank National Association, a national banking association, as Trustee.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 11th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of , by and between Parsley Energy, Inc., a Delaware corporation (the “Corporation”), and (“Indemnitee”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 21, 2013 Among PARSLEY ENERGY, L.P., as Borrower, PARSLEY ENERGY MANAGEMENT, LLC, as General Partner, PARSLEY ENERGY, LLC, as Parent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative...Credit Agreement • April 11th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 21, 2013, is among Parsley Energy, L.P., a limited partnership duly formed and existing under the laws of the state of Texas (the “Borrower”); Parsley Energy Management, LLC, a Texas limited liability company (the “General Partner”); Parsley Energy, LLC, a Delaware limited liability company (the “Parent”); each of the Lenders from time to time party hereto; Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); JPMorgan Chase Bank, N.A., as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and BMO Harris Bank, N.A., as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).
PARSLEY ENERGY OPERATIONS, LLC FORM OF EMPLOYMENT, CONFIDENTIALITY, AND NON- COMPETITION AGREEMENTNon-Competition Agreement • April 11th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Texas
For good and valuable consideration set forth herein, this Employment, Confidentiality, and Non-Competition Agreement (“Agreement”) is executed as of the date set forth below and effective upon the closing of the initial public offering of Parsley Energy, Inc., a corporation organized under the laws of the State of Delaware (“Parsley Inc.”) (the “Effective Date”), by and between: (i) Parsley Energy Operations, LLC (“Parsley”) and (ii) [ ], a natural person (“Employee”) (Employee and Parsley each a “Party” and collectively “Parties” herein). In the event the initial public offering of Parsley Inc. does not close on or before the two-year anniversary of the date this Agreement is executed by the Parties, this Agreement shall never become effective and shall have no force or effect.
FORM OF TAX RECEIVABLE AGREEMENT among PARSLEY ENERGY, INC., PARSLEY ENERGY, LLC, CERTAIN MEMBERS OF PARSLEY ENERGY, LLC, and [AGENT] DATED AS OF [•], 2014Tax Receivable Agreement • April 11th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Texas
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [•], 2014, is hereby entered into by and among Parsley Energy, Inc., a Delaware corporation (the “Corporate Taxpayer”), Parsley Energy, LLC, a Delaware limited liability company (“Parsley Energy”), the members of Parsley Energy set forth on Schedule A (the “Members”), and [ ] (the “Agent”).
FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PARSLEY ENERGY, LLC DATED AS OF [ ], 2014Limited Liability Company Agreement • April 11th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [ ], 2014, by and among PARSLEY ENERGY, LLC, a Delaware limited liability company (the “Company”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [•], 2014, by and among Parsley Energy, LLC, a Delaware limited liability company (“Parsley”), Parsley Energy, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and each of the parties listed as Owners on the execution page hereof (collectively, the “Owners” and individually, an “Owner”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT PARSLEY ENERGY EMPLOYEE HOLDINGS, LLC February 13, 2014Limited Liability Company Agreement • April 11th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Parsley Energy Employee Holdings, LLC, a Delaware limited liability company (the “Company”), dated effective as of February 13, 2014 (the “Effective Date”), is adopted and agreed to by the Members and the Manager of the Company.
