INDEMNITY AGREEMENTIndemnity Agreement • August 6th, 2018 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
CREDIT AGREEMENT Dated as of July 31, 2018 among TPG PACE ENERGY INTERMEDIATE LLC, as Holdings MAGNOLIA OIL & GAS OPERATING LLC as the Borrower, The Several Lenders from Time to Time Parties Hereto, CITIBANK, N.A., as Administrative Agent, Collateral...Credit Agreement • August 6th, 2018 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • New York
CREDIT AGREEMENT, dated as of July 31, 2018, among TPG Pace Energy Intermediate LLC, a Delaware limited liability company (to be renamed Magnolia Oil & Gas Intermediate LLC on or around the Effective Date after giving effect to the Transactions) (“Holdings”), Magnolia Oil & Gas Operating LLC, a Delaware limited liability company (f/k/a TPG Pace Energy Operating LLC) (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), Citibank, N.A., as Administrative Agent and Collateral Agent for the Lenders, as the Swingline Lender and an Issuing Bank, and each other Issuing Bank from time to time party hereto.
INDENTURE Dated as of July 31, 2018 among MAGNOLIA OIL & GAS OPERATING LLC, as Company, MAGNOLIA OIL & GAS FINANCE CORP., as Co-Issuer, the Guarantors from time to time party hereto, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee 6.00% SENIOR...Indenture • August 6th, 2018 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of July 31, 2018, among (a) Magnolia Oil & Gas Operating LLC, a Delaware limited liability company, as the Company (as defined herein), (b) Magnolia Oil & Gas Finance Corp., a Delaware corporation, as the Co-Issuer (as defined herein), (c) certain Parent Companies (as defined herein) of the Company, as Parent Guarantors (as defined herein), (d) certain subsidiaries of the Company, as Subsidiary Guarantors (as defined herein), and (e) Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (as defined herein).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MAGNOLIA OIL & GAS PARENT LLC DATED AS OF JULY 31, 2018Limited Liability Company Agreement • August 6th, 2018 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of July 31, 2018, by and among Magnolia Oil & Gas Parent LLC, a Delaware limited liability company (the “Company”), Magnolia Oil & Gas Corporation (“PubCo”), 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2018 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of July 31, 2018 (the “Effective Date”), by and among TPG Pace Energy Holdings Corp., a Delaware corporation (the “Company”), and each of the persons listed under the heading “Holders” on the signature pages attached hereto (the “Holders,” and each individually, a “Holder”).
STOCKHOLDER AGREEMENTStockholder Agreement • August 6th, 2018 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • Delaware
THIS STOCKHOLDER AGREEMENT (this “Agreement”), dated as of July 31, 2018, is made by and among TPG Pace Energy Holdings Corp., a Delaware corporation (the “Company”), TPG Pace Energy Sponsor, LLC, a Delaware limited liability company (“TPG Pace”), EnerVest Energy Institutional Fund XIV-A, L.P., a Delaware limited partnership (“EV XIV-A”), EnerVest Energy Institutional Fund XIV-WIC, L.P., a Delaware limited partnership (“EV XIV-WIC”), Energy Institutional Fund XIV-2A, L.P., a Delaware limited partnership (“EV XIV-2A”), EnerVest Energy Institutional Fund XIV-3A, L.P., a Delaware limited partnership (“EV XIV-3A”), EnerVest Energy Institutional Fund XIV-C, L.P., a Delaware limited partnership (“EV XIV-C”), and, by subsequent agreement, EnerVest Energy Institutional Fund XIV-C-AIV, L.P., a Delaware limited partnership (“EV XIV-C-AIV” and, together with EV XIV-A, EV XIV-WIC, EV XIV-2A, EV XIV-3A, and EV XIV-C collectively, the “EnerVest Funds”). TPG Pace and the EnerVest Funds shall be refer
SERVICES AGREEMENT BY AND BETWEEN TPG PACE ENERGY HOLDINGS CORP., AS PARENT TPG PACE ENERGY OPERATING LLC, AS OWNER AND ENERVEST OPERATING, L.L.C., AS SERVICE PROVIDERServices Agreement • August 6th, 2018 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • Texas
This SERVICES AGREEMENT (this “Agreement”) is executed and agreed to as of July 31, 2018 (the “Closing Date”), by and between TPG Pace Energy Holdings Corp., a Delaware corporation (“Parent”), TPG Pace Energy Operating LLC, a Delaware limited liability company (“Owner”), and EnerVest Operating, L.L.C., a Delaware limited liability company (“Service Provider”). Parent, Owner and Service Provider are hereinafter each referred to as a “Party” and are collectively referred to as the “Parties”.
NON-COMPETITION AGREEMENTNon-Competition Agreement • August 6th, 2018 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • Texas
This NON-COMPETITION AGREEMENT (“Agreement”) is made and entered into by and between TPG Pace Energy Holdings Corp., a Delaware corporation (“PubCo”), and EnerVest, Ltd., a Texas limited partnership (“EnerVest”), effective as of July 31, 2018 (the “Closing Date”). PubCo and EnerVest may be referred to herein each as a “Party” and together as the “Parties.”
