JOINDER, ASSIGNMENT AND SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 14th, 2015 • Sanchez Production Partners LP • Crude petroleum & natural gas • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of March 31, 2015, is by and among Sanchez Production Partners LP, a limited partnership duly formed and existing under the laws of the State of Delaware (the “Borrower”), each of the Lenders from time to time party hereto, Royal Bank of Canada (in its individual capacity, “Royal Bank of Canada”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, together with its successors in such capacity, the “Collateral Agent”), RBC Capital Markets and SG Americas Securities, LLC, as jointsole lead arrangersarranger and joint bookrunnersbookrunner.
AMENDMENT NO. 2Limited Liability Company Agreement • October 14th, 2015 • Sanchez Production Partners LP • Crude petroleum & natural gas • Delaware
This Amendment No. 2 to Limited Liability Company Agreement (as amended, restated, supplemented and otherwise modified from time to time, this “Amendment”) of Sanchez Production Partners GP LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 14, 2015, by SP Holdings, LLC, a Texas limited liability company (“Holdings”), as the sole Member of the Company.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG SANCHEZ PRODUCTION PARTNERS LP AND THE PURCHASERS NAMED ON SCHEDULE A HERETORegistration Rights Agreement • October 14th, 2015 • Sanchez Production Partners LP • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 14, 2015, by and among Sanchez Production Partners LP, a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
FIRM GATHERING AND PROCESSING AGREEMENTFirm Gathering and Processing Agreement • October 14th, 2015 • Sanchez Production Partners LP • Crude petroleum & natural gas • Texas
This Firm Gathering and Processing Agreement (this “Agreement”) is entered into effective as of October 14, 2015 (the “Effective Date”), by and between SN Catarina, LLC, a Delaware limited liability company (“Producer”), and Catarina Midstream, LLC, a Delaware limited liability company (“Gatherer”). Producer and Gatherer may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
BOARD REPRESENTATION AND STANDSTILL AGREEMENTBoard Representation and Standstill Agreement • October 14th, 2015 • Sanchez Production Partners LP • Crude petroleum & natural gas • Delaware
This BOARD REPRESENTATION AND STANDSTILL AGREEMENT, dated as of October 14, 2015 (this “Agreement”), is entered into by and among Sanchez Production Partners GP LLC, a Delaware limited liability company (the “General Partner”), Sanchez Production Partners LP, a Delaware limited partnership (the “Partnership” and, together with the General Partner, the “Sanchez Entities”), and Stonepeak Catarina Holdings LLC (the “Purchaser”). The Sanchez Entities and the Purchaser are herein referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meaning assigned to such term in the Class B Preferred Unit Purchase Agreement, dated as of September 25, 2015, by and between the Partnership and the Purchaser (the “Purchase Agreement”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SANCHEZ PRODUCTION PARTNERS LPLimited Partnership Agreement • October 14th, 2015 • Sanchez Production Partners LP • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SANCHEZ PRODUCTION PARTNERS LP dated as of October 14, 2015, is entered into by and between Sanchez Production Partners GP LLC, a Delaware limited liability company, as the General Partner, and any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
