FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 27th, 2019 • Fortis Minerals, LLC • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________________ 2019 by and between Fortis Minerals, LLC, a Delaware limited liability company (the “Company”), and _______________________ (“Indemnitee”).
CREDIT AGREEMENT dated as of February 14, 2019 among FORTIS MINERALS OPERATING, LLC, as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank, and The Lenders Party Hereto WELLS FARGO SECURITIES, LLC, as Sole Lead...Credit Agreement • September 27th, 2019 • Fortis Minerals, LLC • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of February 14, 2019, is among FORTIS MINERALS OPERATING, LLC, a Delaware limited liability company (the “Borrower”); each of the Lenders from time to time party hereto; and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2019 • Fortis Minerals, LLC • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2019, by and among Fortis Minerals, LLC, a Delaware limited liability company (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FORTIS MINERALS OPERATING, LLC DATED AS OF [●], 2019Limited Liability Company Agreement • September 27th, 2019 • Fortis Minerals, LLC • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [•], 2019, by and among Fortis Minerals Operating, LLC, a Delaware limited liability company (the “Company”), Fortis Minerals, LLC (“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.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FORTIS MINERALS, LLCLimited Liability Company Agreement • September 27th, 2019 • Fortis Minerals, LLC • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FORTIS MINERALS, LLC, is dated as of , 2019. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 27th, 2019 • Fortis Minerals, LLC • Crude petroleum & natural gas • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) dated as of September 6, 2019, is among FORTIS MINERALS OPERATING, LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (together with the Borrower, collectively, the “Credit Parties”); WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”); and the Lenders signatory hereto.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 27th, 2019 • Fortis Minerals, LLC • Crude petroleum & natural gas • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) dated as of April 30, 2019, is among FORTIS MINERALS OPERATING, LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (together with the Borrower, collectively, the “Credit Parties”); WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”); and the Lenders signatory hereto.
FORM OF AMENDED AND RESTATED PROFITS UNITS GRANT AGREEMENTProfits Units Grant Agreement • September 27th, 2019 • Fortis Minerals, LLC • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED PROFITS UNITS GRANT AGREEMENT (this ”Agreement”) is made and entered into as of the [ ] day of [ ], 2019 (the “Effective Date”), by and among Fortis Minerals Holdings, LLC, a Delaware limited liability company (the “Company”), Fortis Management Holdings, LLC, a Delaware limited liability company (“Management Member”), and [ ], a resident of the State of [ ] (“Holder”). This Agreement amends and restates that certain Profits Units Grant Agreement (the “Original Agreement”) by and among the Fortis Minerals I, LLC (f/k/a Fortis Minerals, LLC), Management Member and Holder dated [ ] (the “Date of Grant”), as amended by that certain Amendment to Profits Units Grant Agreement dated February 16, 2018.
LIMITED LIABILITY COMPANY AGREEMENT OF FORTIS MINERALS, LLCLimited Liability Company Agreement • September 27th, 2019 • Fortis Minerals, LLC • Crude petroleum & natural gas • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of Fortis Minerals, LLC (this “Agreement”), dated as of September 17, 2019, is adopted, executed and agreed to by the Sole Member (as defined below).
MASTER REORGANIZATION AGREEMENT by and among Fortis Minerals Holdings, LLC, Fortis Minerals Intermediate Holdings, LLC, Fortis Minerals Operating, LLC, New Fortis Minerals, LLC, Fortis Minerals, LLC and the other parties heretoMaster Reorganization Agreement • September 27th, 2019 • Fortis Minerals, LLC • Crude petroleum & natural gas • Delaware
This Master Reorganization Agreement (this “Agreement”), dated effective as of [___], 2019, is entered into by and among Fortis Minerals Holdings, LLC, a Delaware limited liability company (“FM Holdings”), Fortis Minerals Intermediate Holdings, LLC, a Delaware limited liability company (“FM Intermediate”), New Fortis Minerals, LLC, a Delaware limited liability company (“New Fortis”), Fortis Minerals Operating, LLC, a Delaware limited liability company (“FM Operating”), Fortis Minerals, LLC, a Delaware limited liability company (“PubCo”), Fortis Incentive Holdings, LLC, a Delaware limited liability company (“Fortis Incentive”), and each other signatory to this Agreement (each signatory to this Agreement, a “Party” and collectively, the “Parties”).
LIMITED LIABILITY COMPANY AGREEMENT OF FORTIS ACQUISITION JV, LLC a Delaware limited liability companyLimited Liability Company Agreement • September 27th, 2019 • Fortis Minerals, LLC • Crude petroleum & natural gas • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of Fortis Acquisition JV, LLC, a Delaware limited liability company (the “Company”), dated as of [•], 2019 (the “Effective Date”), is adopted by the Members (as defined below) and the Company.
FORM OF SHAREHOLDERS’ AGREEMENTShareholder Agreement • September 27th, 2019 • Fortis Minerals, LLC • Crude petroleum & natural gas • Delaware
This SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of [•], 2019 is entered into by and among Fortis Minerals, LLC, a Delaware limited liability company (the “Company”), the shareholders identified on the signature pages hereto, and any other persons signatory hereto from time to time (collectively, the “Principal Shareholders” and, each individually, a “Principal Shareholder”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 27th, 2019 • Fortis Minerals, LLC • Crude petroleum & natural gas • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) dated as of September [ ], 2019, is among FORTIS MINERALS OPERATING, LLC, a Delaware limited liability company (the “Borrower”); FORTIS MINERALS, LLC, a Delaware limited liability company (the “Parent”); each of the undersigned Guarantors (together with the Borrower, collectively, the “Credit Parties”); WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”); and the Lenders signatory hereto.
