FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT DATED JUNE 29, 2001 BY AND BETWEEN ATP OIL & GAS CORPORATION AND AQUILA ENERGY CAPITAL CORPORATIONNote Purchase Agreement • April 1st, 2002 • Atp Oil & Gas Corp • Crude petroleum & natural gas • Texas
ATP OIL & GAS CORPORATION 5,300,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 29th, 2009 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
ATP Oil & Gas Corporation, a Texas corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 5,300,000 shares of Common Stock, par value $ 0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 795,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
R E C I T A L S ---------------Credit Agreement • April 1st, 2002 • Atp Oil & Gas Corp • Crude petroleum & natural gas • Texas
COMMON STOCKUnderwriting Agreement • January 12th, 2001 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
AMONG ATP OIL & GAS CORPORATION AS BORROWER, BNP PARIBAS, AS ADMINISTRATIVE AGENT, ANDCredit Agreement • May 15th, 2001 • Atp Oil & Gas Corp • Crude petroleum & natural gas • Texas
Reconciliation and Tie between Sections 3.10 through 3.18(a), Inclusive, of the Trust Indenture Act of 1939 and Sections of this Indenture:Indenture • December 17th, 2010 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of , 20 , between ATP OIL & GAS CORPORATION, a Texas corporation (the “Company”), having its principal office at 4600 Post Oak Place, Suite 100 Houston, Texas 77027, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”).
EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 21, 1999Credit Agreement • September 18th, 2000 • Atp Oil & Gas Corp • Texas
EXHIBIT 10.1 FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 14th, 2001 • Atp Oil & Gas Corp • Crude petroleum & natural gas • Texas
EXHIBIT 10.20 SIXTH AMENDMENT TO CREDIT AGREEMENT This SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") executed effective as of the 31st day of January, 2002 (the "Sixth Amendment Effective Date"), is by and among ATP OIL & GAS CORPORATION, a...Credit Agreement • April 1st, 2002 • Atp Oil & Gas Corp • Crude petroleum & natural gas • Texas
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 20th, 2012 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 20, 2012, is by and among ATP Oil & Gas Corporation, a Texas corporation with offices located at 4600 Post Oak Place, Suite 100, Houston, Texas 77027 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
ATP OIL & GAS CORPORATION as the Issuer, and THE BANK OF NEW YORK MELON TRUST COMPANY, N.A., as Trustee and Collateral Agent INDENTURE Dated as of April 23, 2010 11.875% Senior Second Lien Notes due 2015Indenture • April 29th, 2010 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of April 23, 2010, among ATP Oil & Gas Corporation, a Texas corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
ATP OIL & GAS CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY Rights Agreement Dated as of October 11, 2005Rights Agreement • October 14th, 2005 • Atp Oil & Gas Corp • Crude petroleum & natural gas • Texas
RIGHTS AGREEMENT (this “Agreement”), dated as of October 11, 2005, between ATP Oil & Gas Corporation, a Texas corporation (the “Company”), and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2012 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 20, 2012, is by and among ATP Oil & Gas Corporation, a Texas corporation with offices located at 4600 Post Oak Place, Suite 100, Houston, Texas 77027 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
BETWEENCredit Agreement • September 18th, 2000 • Atp Oil & Gas Corp • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2010 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT dated April 23, 2010 (the “Agreement”) is entered into by and between ATP Oil & Gas Corporation, a Texas corporation (the “Company”), and J.P. Morgan Securities Inc. (“JPMorgan”), as representative of the several Initial Purchasers listed on Schedule 1 hereto (the “Initial Purchasers”).
Reconciliation and Tie between Sections 3.10 through 3.18(a), Inclusive, of the Trust Indenture Act of 1939 and Sections of this Indenture:Indenture • December 17th, 2010 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of , 20 , between ATP OIL & GAS CORPORATION, a Texas corporation (herein called the “Company”), having its principal office at 4600 Post Oak Place, Suite 100, Houston, Texas 77027, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”).
EXHIBIT 10.8 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the ____ day of September, 1999, between Eugene Offshore Holdings, LLC ("Seller"), with a place of business at 1400 Smith Street, Houston, Texas...Purchase and Sale Agreement • September 18th, 2000 • Atp Oil & Gas Corp • Texas
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 18th, 2000 • Atp Oil & Gas Corp • Texas
EXHIBIT 10.3 NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 14th, 2001 • Atp Oil & Gas Corp • Crude petroleum & natural gas • Texas
BY AND AMONG ATP OIL & GAS CORPORATION, AS BORROWER, BNP PARIBAS, AS ADMINISTRATIVE AGENT,Credit Agreement • August 14th, 2001 • Atp Oil & Gas Corp • Crude petroleum & natural gas • Texas
EXHIBIT 10.4 INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF JUNE 29, 2001Intercreditor and Subordination Agreement • August 14th, 2001 • Atp Oil & Gas Corp • Crude petroleum & natural gas • Texas
CREDIT AGREEMENT dated as of June 27, 2008, among ATP OIL & GAS CORPORATION, THE LENDERS NAMED HEREIN, and CREDIT SUISSE, as Administrative Agent and Collateral Agent CREDIT SUISSE SECURITIES (USA) LLC, as Sole Bookrunner, Sole Lead Arranger,...Credit Agreement • June 27th, 2008 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
CREDIT AGREEMENT dated as of June 27, 2008, among ATP OIL & GAS CORPORATION, a Texas corporation (the “Borrower”), the Lenders (as defined in Article I), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
ATP OIL & GAS CORPORATION, Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee INDENTURE Dated as of , 20 Senior Debt SecuritiesIndenture • March 29th, 2012 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of , 20 , between ATP OIL & GAS CORPORATION, a Texas corporation (the “Company”), having its principal office at 4600 Post Oak Place, Suite 100 Houston, Texas 77027, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”).
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • October 12th, 2010 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
ATP Oil & Gas Corporation, a Texas corporation (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 11.875% Senior Second Lien Notes due 2015 (the “Old Securities”) for its 11.875% Senior Second Lien Exchange Notes due 2015 (the “New Securities”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated (the “Prospectus”), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities”.
1,500,000 Shares ATP Oil & Gas Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2011 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
5,750,000 Shares ATP Oil & Gas Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2007 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 27th, 2008 • Atp Oil & Gas Corp • Crude petroleum & natural gas • Texas
THIS AGREEMENT, made and entered into as of May 21, 2008 (the "Effective Date"), by and between ATP Oil & Gas Corporation (the "Company" or "ATP") and George R. Morris (the "Executive");
WITNESSETH:Gas Service Agreement • September 18th, 2000 • Atp Oil & Gas Corp • Texas
REGISTRATION RIGHTS AGREEMENT by and between ATP OIL & GAS CORPORATION and THE INITIAL HOLDER SPECIFIED ON THE SIGNATURE PAGES HEREOF Dated as of February 16, 2004Registration Rights Agreement • February 27th, 2004 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of February 16, 2004, by and among ATP OIL & GAS CORPORATION, a Texas corporation (the “Company”), and each Initial Holder specified on the signature pages to this Agreement.
ATP OIL & GAS CORPORATION $1,500,000,000 Senior Second Lien Notes Due 2015 Purchase AgreementPurchase Agreement • April 23rd, 2010 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
SECOND LIEN CREDIT AGREEMENT dated as of November 22, 2006, among ATP OIL & GAS CORPORATION, THE LENDERS NAMED HEREIN, and CREDIT SUISSE, as Administrative Agent and Collateral AgentSecond Lien Credit Agreement • November 29th, 2006 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
SECOND LIEN CREDIT AGREEMENT dated as of November 22, 2006, among ATP OIL & GAS CORPORATION, a Texas corporation (the “Borrower”), the Lenders (as defined in Article I), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2011 • Atp Oil & Gas Corp • Crude petroleum & natural gas • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on this 30th day of December, 2010, but effective as of the date set forth herein, by and between ATP Oil & Gas Corporation (the “Company”), and Keith R. Godwin (the “Executive”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 29th, 2010 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
This INTERCREDITOR AGREEMENT, dated as of April 23, 2010, and entered into by and among: (i) ATP OIL & GAS CORPORATION, a Texas corporation (the “Company”); (ii) each direct and indirect Subsidiary of the Company (A) set forth on the signature pages hereto or (B) that becomes an Obligor after the date hereof; (iii) JPMORGAN CHASE BANK, N.A. (“JPMorgan”), in its capacity as administrative agent under the First-Lien Credit Documents (together with its successors and assigns in such capacity from time to time, the “First-Lien Collateral Agent”); and (iv) THE BANK OF NEW YORK MELLON TRUST COMPANY N.A. (“BONY”), in its capacity as collateral agent under the Second-Lien Notes Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “Second-Lien Collateral Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
EXHIBIT 10.1 SECOND AMENDED AND RESTATED FINANCING AGREEMENT Dated as of August 13, 2003Financing Agreement • November 19th, 2003 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
ATP Oil & Gas Corporation 8.00%Convertible Perpetual Preferred Stock PURCHASE AGREEMENTPurchase Agreement • September 29th, 2009 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
The Purchaser shall have received letters (A) on the date hereof, from PricewaterhouseCoopers LLP and Deloitte & Touche LLP, dated the date hereof, and (B) on each Closing Date, from PricewaterhouseCoopers LLP, dated as of such Closing date, in each case confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws to the effect that:
