INTERCREDITOR AGREEMENT dated as of June 7, 2013 amongIntercreditor Agreement • June 12th, 2013 • Gastar Exploration LTD • Crude petroleum & natural gas • New York
INTERCREDITOR AGREEMENT dated as of June 7, 2013 (this “Agreement”), among GASTAR EXPLORATION USA, INC., a Delaware corporation (the “Company”), the Subsidiaries of the Company party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the First Priority Secured Parties (as defined below) (in such capacity and together with any successor or assigns, the “First Priority Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Second Priority Secured Parties (as defined below) (in such capacity and together with any successor or assigns, the “Second Priority Agent”).
36,500,000 Shares Gastar Exploration Ltd. Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2009 • Gastar Exploration LTD • Crude petroleum & natural gas • New York
GASTAR EXPLORATION LTD. FORM OF PERFORMANCE UNIT AWARD AGREEMENTPerformance Unit Award Agreement • February 21st, 2013 • Gastar Exploration LTD • Crude petroleum & natural gas • Texas
This Agreement sets forth the terms of the agreement between you and the Company with respect to the Performance Units. By accepting this Agreement, you agree to be bound by all of the terms hereof.
AMENDED AND RESTATED CREDIT AGREEMENT AMONG GASTAR EXPLORATION USA, INC. THE GUARANTORS SIGNATORY HERETO AMEGY BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT AND LETTER OF CREDIT ISSUER BMO CAPITAL MARKETS CORP. AS CO-LEAD ARRANGER AND JOINT...Credit Agreement • November 3rd, 2009 • Gastar Exploration LTD • Crude petroleum & natural gas • Texas
This AMENDED AND RESTATED CREDIT AGREEMENT is made and entered into this 28th day of October, 2009, by and among GASTAR EXPLORATION USA, INC., a Michigan corporation (the “Borrower”), GASTAR EXPLORATION, LTD., an Alberta, Canada corporation (the “Parent”), GASTAR EXPLORATION NEW SOUTH WALES, INC., a Michigan corporation (“Gastar New South Wales”), GASTAR EXPLORATION VICTORIA, INC., a Michigan corporation (“Gastar Victoria”), GASTAR EXPLORATION TEXAS, INC., a Michigan corporation (“Gastar Texas Inc.”), GASTAR EXPLORATION TEXAS, LP, a Delaware limited partnership (“Gastar Texas LP”), and GASTAR EXPLORATION TEXAS LLC, a Delaware limited liability company (“Gastar Texas LLC”, and the Parent, Gastar New South Wales, Gastar Victoria, Gastar Texas Inc., Gastar Texas LP and Gastar Texas LLC, collectively, the “Initial Guarantors”), each lender that is a signatory hereto or becomes a signatory hereto as provided in Section 9.1 (individually, together with its successors and assigns, a “Lender”
12,000,000 Shares Gastar Exploration Ltd. Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2010 • Gastar Exploration LTD • Crude petroleum & natural gas • New York
FORM OF EXECUTIVE STOCK OPTION AGREEMENT]Stock Option Agreement • March 31st, 2006 • Gastar Exploration LTD • Crude petroleum & natural gas • Alberta
GASTAR EXPLORATION LTD., a body corporate, having its registered office in the City of Calgary, in the Province of Alberta (the “Corporation”)
PURCHASE AND SALE AGREEMENT AND ASSIGNMENT OF INTERESTS – WYOMING AND MONTANA PRODUCING PROPERTIESPurchase and Sale Agreement • October 13th, 2005 • Gastar Exploration LTD • Crude petroleum & natural gas • Michigan
THIS PURCHASE AND SALE AGREEMENT AND ASSIGNMENT OF INTERESTS (“Agreement”), executed the 16th day of June, 2005 and effective as of the 1st day of January, 2005 (“Effective Date”) by and among GEOSTAR CORPORATION, a Delaware Corporation, together with its subsidiary and affiliated companies, FIRST SOURCE WYOMING, INC., a Delaware Corporation, and SQUAW CREEK DEVELOPMENT, INC., a Michigan Corporation (sometimes collectively “Sellers”; sometimes individually “Seller”) and GASTAR EXPLORATION, LTD, an Alberta, Canada Corporation, together with its subsidiary and affiliated companies, FIRST SOURCENERGY WYOMING, INC., a Michigan Corporation, and SQUAW CREEK, INC., a Delaware Corporation (sometimes collectively “Buyers”; sometimes individually “Buyer”).
PURCHASE AND SALE AGREEMENT between GASTAR EXPLORATION TEXAS, LP, as Seller, and PRESCO, INC. as Buyer, dated November 16, 2009Purchase and Sale Agreement • November 20th, 2009 • Gastar Exploration LTD • Crude petroleum & natural gas • Texas
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 16, 2009, is by and between Gastar Exploration Texas, LP, a Delaware limited partnership (“Seller”), and Presco, Inc., a Delaware corporation (“Buyer”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
PURCHASE AND SALE AGREEMENT between Gastar Exploration USA, Inc. as Seller, and Atinum Marcellus I LLC as Buyer dated September 21, 2010Purchase and Sale Agreement • September 24th, 2010 • Gastar Exploration LTD • Crude petroleum & natural gas • Ohio
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed as of this 21st day of September, 2010 (the “Execution Date”), by and between Gastar Exploration USA, Inc., a Michigan corporation (“Seller”) and Atinum Marcellus I LLC, a Delaware limited liability company (“Buyer”). Buyer and Seller may be referred to herein collectively as the “Parties,” or individually as a “Party.”
GASTAR EXPLORATION USA, INC., GASTAR EXPLORATION LTD. AND EACH OF THE OTHER GUARANTORS PARTY HERETO 12 ¾% SENIOR SECURED NOTES DUE 2012Indenture • December 4th, 2007 • Gastar Exploration LTD • Crude petroleum & natural gas • New York
SECOND LIEN SECURITY AGREEMENT (PLEDGE)Second Lien Security Agreement (Pledge) • November 25th, 2009 • Gastar Exploration LTD • Crude petroleum & natural gas • Texas
This SECOND LIEN SECURITY AGREEMENT (PLEDGE) (this “Security Agreement”) is made and entered into effective as of the 20th day of November, 2009, by GASTAR EXPLORATION LTD., an Alberta, Canada corporation, the address for which, for purposes hereof, is 1331 Lamar Street, Suite 1080, Houston, Texas 77010 (“Debtor”), in favor of AMEGY BANK NATIONAL ASSOCIATION, a national banking association, as Agent for the Lenders (as such term is defined hereinafter) pursuant to the Loan Agreement, the address for which, for purposes hereof, is 4400 Post Oak Parkway, 4th Floor, Houston, Texas 77027 (in such capacity, “Secured Party”).
PURCHASE AND SALE AGREEMENT AND ASSIGNMENT OF INTERESTS – TEXAS NON PRODUCING PROPERTIESPurchase and Sale Agreement • October 13th, 2005 • Gastar Exploration LTD • Crude petroleum & natural gas • Michigan
THIS PURCHASE AND SALE AGREEMENT AND ASSIGNMENT OF INTERESTS (“Agreement”), executed the 16th day of June, 2005 and effective as of the 1st day of January, 2005 (“Effective Date”) by and among GEOSTAR CORPORATION, a Delaware Corporation, together with its subsidiary and affiliated companies, FIRST SOURCE TEXAS, INC., a Delaware Corporation, FIRST SOURCE BOSSIER, LLC, a Delaware Limited Liability Company, and FIRST TEXAS GAS LP, a Delaware Limited Partnership (sometimes collectively “Sellers”; sometimes individually “Seller”) and GASTAR EXPLORATION, LTD, an Alberta, Canada Corporation, together with its subsidiary and affiliated companies, FIRST TEXAS DEVELOPMENT, INC., a Michigan Corporation, BOSSIER BASIN, LLC, a Delaware Limited Liability Company, and FIRST SOURCE GAS, LP, a Delaware Limited Partnership (sometimes collectively “Buyers”; sometimes individually “Buyer”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 7, 2013, Among GASTAR EXPLORATION USA, INC., as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swing Line Lender, and Issuing Lender, and THE...Credit Agreement • June 12th, 2013 • Gastar Exploration LTD • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2007 • Gastar Exploration LTD • Crude petroleum & natural gas • Texas
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 9, 2007, by and between Gastar Exploration Ltd., an Alberta, Canada corporation (the "Company"), and Navasota Resources, L.P., a [Texas] limited partnership (the "Purchaser").
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2008 • Gastar Exploration LTD • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is entered into by and between Gastar Exploration, Ltd., a Canadian corporation, Gastar Exploration USA, Inc. (f/k/a First Sourcenergy Wyoming, Inc.), a Michigan corporation (together, the “Company”), and Michael A. Gerlich (“Gerlich”) as of July 25, 2008.
FINAL SETTLEMENT AGREEMENT AND COMPREHENSIVE GENERAL RELEASE between and among GASTAR EXPLORATION, LTD., GEOSTAR CORPORATION, AND OTHER INDIVIDUALS AND ENTITIES SET FORTH HEREIN June 11,2008Settlement Agreement • June 13th, 2008 • Gastar Exploration LTD • Crude petroleum & natural gas • Texas
SUBSCRIPTION AGREEMENT FOR COMMON SHARESSubscription Agreement • August 12th, 2005 • Gastar Exploration LTD • Texas
The undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of common shares of the Corporation set forth below (the “Common Shares”), for the aggregate subscription price set forth below (the “Aggregate Subscription Price”), representing a subscription price of $2.65 (U.S.) per Common Share, upon and subject to the terms and conditions set forth in “Terms and Conditions of Subscription for Common Shares of Gastar Exploration Ltd.” attached hereto (together with this page and the attached Exhibits, the “Subscription Agreement”). In addition to this face page, the Subscriber must also complete all applicable Exhibits attached hereto.
PARTICIPATION AGREEMENT by and between Gastar Exploration USA, Inc. and Atinum Marcellus I LLC Dated [_____________], 2010Participation Agreement • September 24th, 2010 • Gastar Exploration LTD • Crude petroleum & natural gas • Ohio
This PARTICIPATION AGREEMENT (this “Agreement”) dated [__________], 2010 (the “Effective Date”) is by and between Gastar Exploration USA, Inc., a Michigan corporation (“Gastar”) and Atinum Marcellus I LLC, a Delaware limited liability company (“Participant”). Gastar and Participant shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
RATIFICATION AND ASSUMPTIONRatification and Assumption Agreement • May 15th, 2007 • Gastar Exploration LTD • Crude petroleum & natural gas
This Ratification and Assumption Agreement ("Agreement") is by and between Gastar Exploration Ltd. and Gastar Exploration Texas LP (collectively the "Sellers") and Navasota Resources, LP (the "Buyer").
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 13th, 2005 • Gastar Exploration LTD • Crude petroleum & natural gas • New York
This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the “Amendment”), effective as of September 6, 2005 (the “Effective Date”), is by and among Gastar Exploration Ltd., an Alberta corporation (the “Company”), HFTP Investment L.L.C., Gaia Offshore Master Fund, Ltd., Leonardo, L.P., Wayland Recovery Fund, LLC, Wayzata Recovery Fund, LLC, Cyrus Opportunities Fund, L.P., Cyrus Opportunities Fund II, L.P. (individually, a “Buyer” and, collectively, the “Buyers”). Capitalized terms used in this Amendment but not defined herein have the meaning set forth in the SPA (as defined below)
GASTAR EXPLORATION USA, INC. 12¾ % Senior Secured Notes due 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2007 • Gastar Exploration LTD • Crude petroleum & natural gas • New York
Gastar Exploration USA, Inc., a Michigan corporation (the “Issuer”), is issuing and selling to Jefferies & Company, Inc., Johnson Rice & Company L.L.C. and Pritchard Capital Partners, LLC (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement, dated November 16, 2007 (the “Purchase Agreement”), by and among the Issuer, Gastar Exploration Ltd., a Canadian corporation organized under the Business Corporation Act of Alberta, Canada (the “Parent”), as guarantor, and the other guarantors listed on the signature pages therein (together with the Parent, the “Guarantors” and, together with the Issuer, the “Issuers”) and the Initial Purchasers, $100,000,000 aggregate principal amount of 12¾ % Senior Secured Notes due 2012 issued by the Issuer (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Issuers agree with the Initial Purchasers for the benefit of
AGREEMENTPurchase and Sale Agreement • October 13th, 2005 • Gastar Exploration LTD • Crude petroleum & natural gas • Michigan
THIS AGREEMENT (“Agreement”) is made as of the 11th day of August, 2005 by and among GEOSTAR CORPORATION, a Delaware Corporation (“GeoStar”), and GASTAR EXPLORATION, LTD, an Alberta, Canada Corporation, together with its subsidiary and affiliated companies, FIRST SOURCENERGY WYOMING, INC., a Michigan Corporation, and FIRST TEXAS DEVELOPMENT, INC., a Michigan Corporation (collectively referred to as “Gastar”).
AGENCY AGREEMENTAgency Agreement • October 20th, 2009 • Gastar Exploration LTD • Crude petroleum & natural gas • Texas
THIS Agency Agreement (the “Agreement”) is made and entered into this 1st day of September, 2007, between and among ETC Texas Pipeline, Ltd. (“ETC Texas”), ETC Katy Pipeline, Ltd (“ETC Katy”) and Oasis Pipeline, L.P. (“Oasis”) and, individually each a “Transporter” and collectively the “Transporters,” and Gastar Exploration Texas, L.P. (“Shipper”), individually each a “Party” and collectively the “Parties.”
THIRD AMENDMENT OF PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 17th, 2013 • Gastar Exploration LTD • Crude petroleum & natural gas
This Third Amendment of Purchase and Sale Agreement (the “Amendment”) dated July 11, 2013, is made by and among Gastar Exploration Texas, LP (“Seller”), Gastar Exploration USA, Inc. (“Seller Guarantor”) and Cubic Energy, Inc. (“Buyer”). Buyer and Seller are sometimes referred to herein, collectively, as the “Parties” and, individually, as a “Party”.
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • December 19th, 2006 • Gastar Exploration LTD • Crude petroleum & natural gas • Alberta
WHEREAS Section 124(1) of the Business Corporations Act (Alberta) (the “Act”), under which the Corporation is subsisting, provides that a corporation may indemnify a director or officer of the Corporation, a former director or officer of the Corporation or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the director or officer in respect of any civil, criminal or administrative action or proceeding to which the director or officer is made a party by reason of being or having been a director or officer of that corporation or body corporate, if (a) the director or officer acted honestly and in good faith with a view to the best interests of the Corporation and (b) in the case of a criminal or administrative action or proceeding that is enforced
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2005 • Gastar Exploration LTD • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 16, 2005, by and among Gastar Exploration Ltd., an Alberta corporation, with headquarters located at 2480 West Campus Drive, Building C, Mt. Pleasant, Michigan 48858 (the “Company”), and the undersigned buyers (each, a “Buyer” and collectively, the “Buyers”).
AGREEMENTInvestment Advisory Agreement • January 14th, 2010 • Gastar Exploration LTD • Crude petroleum & natural gas • Alberta
PALO ALTO INVESTORS, LLC, a limited liability company organized under the laws of the State of California, and certain of its affiliates listed on the signature pages hereto (collectively, “Palo Alto”),
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2011 • Gastar Exploration LTD • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT is entered into by and between Gastar Exploration Ltd., a Canadian corporation, Gastar Exploration USA, Inc., a Michigan corporation (together, the “Company’), and J. Russell Porter (“Porter”) as of February 3, 2011.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2005 • Gastar Exploration LTD • Crude petroleum & natural gas • Texas
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 4, 2005, by and between Gastar Exploration Ltd., an Alberta, Canada corporation (the “Company”), and Chesapeake Energy Corporation, an Oklahoma corporation (the “Purchaser”).
WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT among GASTAR EXPLORATION USA, INC. THE GUARANTORS SIGNATORY HERETO THE LENDERS SIGNATORY HERETO and AMEGY BANK NATIONAL ASSOCIATION, as Administrative Agent Effective April 1, 2008Credit Agreement • June 11th, 2008 • Gastar Exploration LTD • Crude petroleum & natural gas • Texas
This WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) executed effective as of April 1, 2008 (the “Effective Date”) is by and among GASTAR EXPLORATION USA, INC., a Michigan corporation (the “Borrower”), GASTAR EXPLORATION, LTD., an Alberta, Canada corporation (the “Parent”), GASTAR EXPLORATION NEW SOUTH WALES, INC., a Michigan corporation (“Gastar New South Wales”), GASTAR EXPLORATION VICTORIA, INC., a Michigan corporation (“Gastar Victoria”), GASTAR EXPLORATION TEXAS, INC., a Michigan corporation (“Gastar Texas Inc”), GASTAR EXPLORATION TEXAS, LP, a Delaware limited partnership (“Gastar Texas LP”), and GASTAR EXPLORATION TEXAS LLC, a Delaware limited liability company (“Gastar Texas LLC”, and the Parent, Gastar New South Wales, Gastar Victoria, Gastar Texas Inc., Gastar Texas LP and Gastar Texas LLC, collectively, the “Initial Guarantors”), the lenders party to that certain Credit Agreement dated effective November 29, 2007 by and among the Borrower, the Initial Guara
COMMON SHARE PURCHASE AGREEMENT between GASTAR EXPLORATION LTD. and CHESAPEAKE ENERGY CORPORATION dated as of November 4, 2005Common Share Purchase Agreement • November 22nd, 2005 • Gastar Exploration LTD • Crude petroleum & natural gas • Texas
THIS COMMON SHARE PURCHASE AGREEMENT, dated effective as of November 4, 2005 (“Agreement”), between CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the “Purchaser”) and GASTAR EXPLORATION LTD., an Alberta corporation (the “Company”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2008 • Gastar Exploration LTD • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is entered into by and between Gastar Exploration, Ltd., a Canadian corporation, Gastar Exploration USA, Inc., f/k/a First Sourcenergy Wyoming, Inc., a Michigan corporation (together, the “Company”), and J. Russell Porter (“Porter”) as of July 25, 2008.
SUBSCRIPTION AGREEMENT FORSubscription Agreement • August 12th, 2005 • Gastar Exploration LTD • Alberta
The undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the principal amount of 9.75% convertible senior unsecured subordinated debentures (the “Debentures”) of the Corporation set forth below, at an aggregate subscription price that is equivalent to the principal amount of Debentures purchased (the “Aggregate Subscription Price”), representing a subscription price of $1,000 (U.S.) per Debenture, upon and subject to the terms and conditions set forth in “Terms and Conditions of Subscription for 9.75% Convertible Senior Unsecured Subordinated Debentures of Gastar Exploration Ltd.” attached hereto (together with this page and the attached Exhibits, the “Subscription Agreement”). In addition to this face page, the Subscriber must also complete all applicable Exhibits attached hereto.
AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 12th, 2013 • Gastar Exploration LTD • Crude petroleum & natural gas
This AMENDMENT TO PURCHASE AND SALE AGREEMENT, dated as of June 7, 2013 (this “Amendment”), is made and entered into by and between among CHESAPEAKE EXPLORATION, L.L.C., an Oklahoma limited liability company (“CELLC”), ARCADIA RESOURCES, L.P., an Oklahoma limited partnership (“ARLP”), JAMESTOWN RESOURCES, L.L.C., an Oklahoma limited liability company (“JRLLC”), and LARCHMONT RESOURCES, L.L.C., an Oklahoma limited liability company (“LRLLC” and together with CELLC, ARLP and JRLLC, each, a “Seller” and collectively the “Sellers”), and GASTAR EXPLORATION USA, INC., a Delaware corporation (“Buyer”). Buyer and Sellers may be referred to herein collectively as the “Parties”, or individually as a “Party”.
CONSENT AND OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTSConsent and Omnibus Amendment to Transaction Documents • November 7th, 2007 • Gastar Exploration LTD • Crude petroleum & natural gas • New York
This CONSENT AND OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS (this “Amendment”) is dated as of January 5, 2006 and is entered into by and among Gastar Exploration Ltd., an Alberta corporation, with headquarters located at 2480 W. Campus Drive, Building C, Mt. Pleasant, Michigan 48858 (“Borrower”), Promethean Asset Management L.L.C., a Delaware limited liability company, in its capacity as agent (in such capacity, the “Agent”) for the “Buyers” party to the Purchase Agreement described below, the Buyers that are signatories hereto, and the subsidiaries of Borrower that are signatories hereto (such subsidiaries, together with Borrower, are sometimes referred to herein individually as a “Loan Party” and collectively as the “Loan Parties”).
