Atp Oil & Gas Corp Sample Contracts

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT DATED JUNE 29, 2001 BY AND BETWEEN ATP OIL & GAS CORPORATION AND AQUILA ENERGY CAPITAL CORPORATION
Note Purchase Agreement • April 1st, 2002 • Atp Oil & Gas Corp • Crude petroleum & natural gas • Texas
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AMONG ATP OIL & GAS CORPORATION AS BORROWER, BNP PARIBAS, AS ADMINISTRATIVE AGENT, AND
Credit Agreement • May 15th, 2001 • Atp Oil & Gas Corp • Crude petroleum & natural gas • Texas
R E C I T A L S ---------------
Credit Agreement • April 1st, 2002 • Atp Oil & Gas Corp • Crude petroleum & natural gas • Texas
COMMON STOCK
Underwriting Agreement • January 12th, 2001 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
ATP OIL & GAS CORPORATION 5,300,000 Shares of Common Stock Underwriting Agreement
Atp Oil & Gas Corp • September 29th, 2009 • 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”.

EXHIBIT 10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 14th, 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”).

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 18th, 2000 • Atp Oil & Gas Corp • Texas
EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 21, 1999
Credit Agreement • September 18th, 2000 • Atp Oil & Gas Corp • Texas
SECURITIES PURCHASE AGREEMENT
Securities 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 and AMERICAN STOCK TRANSFER & TRUST COMPANY Rights Agreement Dated as of October 11, 2005
Rights 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”).

BETWEEN
Credit Agreement • September 18th, 2000 • Atp Oil & Gas Corp • 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
REGISTRATION RIGHTS AGREEMENT
Registration 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”).

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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 2015
Indenture • 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, Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee INDENTURE Dated as of , 20 Senior Debt Securities
Indenture • 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”).

Reconciliation and Tie between Sections 3.10 through 3.18(a), Inclusive, of the Trust Indenture Act of 1939 and Sections of this Indenture:
Atp Oil & Gas Corp • March 29th, 2012 • 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”).

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.

EXHIBIT 10.4 INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF JUNE 29, 2001
Intercreditor and Subordination Agreement • August 14th, 2001 • Atp Oil & Gas Corp • Crude petroleum & natural gas • Texas
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EXCHANGE AGENT AGREEMENT
Exchange 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”.

5,750,000 Shares ATP Oil & Gas Corporation Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 20th, 2007 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
EMPLOYMENT AGREEMENT
Employment 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");

1,500,000 Shares ATP Oil & Gas Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • June 21st, 2011 • Atp Oil & Gas Corp • Crude petroleum & natural gas • New York
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, 2004
Registration 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.

WITNESSETH:
Gas Service Agreement • September 18th, 2000 • Atp Oil & Gas Corp • Texas
ATP OIL & GAS CORPORATION $1,500,000,000 Senior Second Lien Notes Due 2015 Purchase Agreement
Registration Rights 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 Agent
Second 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 AGREEMENT
Employment 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 AGREEMENT
Intercreditor 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, 2003
Financing 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 AGREEMENT
Purchase 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:

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