Equity Awards - A "Tranche A option" to purchase up to 500,000 shares of Barrett common stock at an exercise price of $6.50 per share. This option will be an ISO to the extent not limited by Internal Revenue Code Section 422(d), and will be documented...Employment Agreement • August 31st, 2004 • Bill Barrett Corp • Crude petroleum & natural gas
This binding term sheet is made and entered into by and between Thomas B. Tyree, Jr. and Bill Barrett Corporation on this 10th day of January 2003.
EXHIBIT 10.2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 31st, 2004 • Bill Barrett Corp • Crude petroleum & natural gas • New York
ARTICLE II STOCKHOLDERS 7 Section 2.1 Stockholders............................. .............................................. 7 Section 2.2 Preemptive Rights For Equity Securities Issued By The Company.......................... 7 ARTICLE III...Stockholders' Agreement • August 31st, 2004 • Bill Barrett Corp • Crude petroleum & natural gas • New York
EXHIBIT 10.10(a) INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT, made and executed as of the 15th day of April, 2004 (this "Agreement"), by and between Bill Barrett Corporation, a Delaware corporation (the "Company"), and _______________, an...Indemnification Agreement • August 31st, 2004 • Bill Barrett Corp • Crude petroleum & natural gas • Delaware
BETWEENPurchase and Sale Agreement • September 22nd, 2004 • Bill Barrett Corp • Crude petroleum & natural gas • Colorado
Bill Barrett Corporation 21,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 8th, 2017 • Bill Barrett Corp • Crude petroleum & natural gas • New York
Bill Barrett Corporation, a Delaware 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 representative (the “Representative”), an aggregate of 21,000,000 shares of common stock, par value $.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,150,000 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”.
TOCredit Agreement • September 22nd, 2004 • Bill Barrett Corp • Crude petroleum & natural gas • New York
EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 16th, 2004 • Bill Barrett Corp • New York
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 28, 2002, is by and among Bill Barrett Corporation, a Maryland corporation (the "Company"), and each of the parties listed on Annex A (the...Registration Rights Agreement • August 31st, 2004 • Bill Barrett Corp • Crude petroleum & natural gas • New York
WITNESSETH:Stock Option Agreement • November 18th, 2004 • Bill Barrett Corp • Crude petroleum & natural gas
EXHIBIT 1.1 BILL BARRETT CORPORATION COMMON STOCK, PAR VALUE $.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 2004 • Bill Barrett Corp • Crude petroleum & natural gas • New York
BILL BARRETT CORPORATION, as Issuer, THE SUBSIDIARY GUARANTORS NAMED ON SCHEDULE 1 HERETO 8.75% Senior Notes due 2025 INDENTURE Dated as of April 28, 2017 DEUTSCHE BANK TRUST COMPANY AMERICAS, as TrusteeIndenture • April 28th, 2017 • Bill Barrett Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of April 28, 2017, among Bill Barrett Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined hereinafter) and Deutsche Bank Trust Company Americas, a New York State banking corporation, as trustee (the “Trustee”). The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined hereinafter) of the 8.75% Senior Notes due 2025 (the “Notes”).
BILL BARRETT CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2017 • Bill Barrett Corp • Crude petroleum & natural gas • New York
Bill Barrett Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”) as representative of the Initial Purchasers named on Annex E hereto (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated April 25, 2017 (the “Purchase Agreement”), $275,000,000 aggregate principal amount of its 8.75% Senior Notes due 2025 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantee”) by the Issuer’s subsidiaries, Circle B Land Company LLC (“Circle B”) and Aurora Gathering, LLC (“Aurora” and together with Circle B, the “Guarantors” and, together with Circle B and the Issuer, the “Company”), which are signatories hereto as guarantors. The Initial Securities will be issued pursuant to an Indenture, dated as of April 28, 2017 (the “Indenture”), by and among the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). As an indu
RIGHTS AGREEMENTRights Agreement • December 20th, 2004 • Bill Barrett Corp • Crude petroleum & natural gas • New York
company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the date a Person becomes an Acquiring Person, the Company must deliver
EXHIBIT 4.5 RIGHTS AGREEMENT Agreement, dated as of , 2004, between Bill Barrett Corporation, a Delaware corporation (the "Company"), and Mellon Investor Services LLC (the "Rights Agent"). The Board of Directors of the Company and the Pricing...Rights Agreement • November 18th, 2004 • Bill Barrett Corp • Crude petroleum & natural gas • New York
WITNESSETH:Stock Option Agreement • October 13th, 2004 • Bill Barrett Corp • Crude petroleum & natural gas
BILL BARRETT CORPORATIONStock Certificate • August 31st, 2004 • Bill Barrett Corp • Crude petroleum & natural gas
Bill Barrett Corporation, fully paid and non-assessable, transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.
PURCHASE AGREEMENTPurchase Agreement • April 28th, 2017 • Bill Barrett Corp • Crude petroleum & natural gas • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Indenture”), among the Company, the Guarantors (as defined below) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations and the riders thereto, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company and the Depositary.
BILL BARRETT CORPORATION Shares of Common Stock Having An Aggregate Offering Price of Up to $100,000,000 EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • June 10th, 2015 • Bill Barrett Corp • Crude petroleum & natural gas • New York
Bill Barrett Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Goldman, Sachs & Co. (the “Manager”) with respect to the issuance and sale from time to time by the Company of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), having an aggregate offering price of up to $100,000,000 (the “Maximum Amount”) through or to the Manager, as sales agent or principal, on the terms and subject to the conditions set forth in this Agreement. Certain terms used herein are defined in Section 19.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 16, 2010 AMONG BILL BARRETT CORPORATION AS BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AND DEUTSCHE BANK SECURITIES INC., AS SYNDICATION AGENTS,...Credit Agreement • March 17th, 2010 • Bill Barrett Corp • Crude petroleum & natural gas • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 16, 2010, is among: BILL BARRETT CORPORATION, a Delaware corporation (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); BANK OF AMERICA, N.A. and DEUTSCHE BANK SECURITIES INC., as syndication agents for the Lenders (each in such capacity, together with its successors in such capacity, a “Syndication Agent”); and BANK OF MONTREAL and WELLS FARGO BANK, N.A., as documentation agents for the Lenders (each, in such capacity, together with its successors in such capacity, a “Documentation Agent”).
Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 10 Section 1.03 Incorporation by Reference of TIA 10 Section 1.04 Rules of Construction 10 ARTICLE II DEBT SECURITIES Section 2.01...Indenture • March 12th, 2008 • Bill Barrett Corp • Crude petroleum & natural gas
INDENTURE dated as of March 12, 2008 among Bill Barrett Corporation., a Delaware corporation (the “Company”) and Deutsche Bank Trust Company Americas, a New York State banking corporation, as trustee (the “Trustee”).
March 28, 2002Management Rights Agreement • October 13th, 2004 • Bill Barrett Corp • Crude petroleum & natural gas
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2004 • Bill Barrett Corp • Crude petroleum & natural gas • New York
PURCHASE AND SALE AGREEMENT BETWEEN BILL BARRETT CORPORATION AND CIRCLE B LAND COMPANY LLC AS SELLERS AND FINLEY RESOURCES INC. ANDPurchase and Sale Agreement • February 27th, 2018 • Bill Barrett Corp • Crude petroleum & natural gas • Utah
This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 20th day of November, 2017, by and between BILL BARRETT CORPORATION, a Delaware corporation (“BBC”), and CIRCLE B LAND COMPANY LLC, a Colorado limited liability company (“Circle B” and, together with BBC, collectively, “Seller”), and Finley Resources Inc., a Texas corporation (“Finley”), and Big West Exploration and Production LLC, a Utah limited liability company (“Big West,” and, together with Finley, collectively, “Buyer”). Seller and Buyer are collectively referred to herein as the “Parties,” and are sometimes referred to individually as a “Party.”
BILL BARRETT CORPORATION, as Issuer, THE SUBSIDIARY GUARANTORS NAMED ON SCHEDULE 1 HERETO 9.875% Senior Notes due 2016First Supplemental Indenture • July 8th, 2009 • Bill Barrett Corp • Crude petroleum & natural gas • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of July 8, 2009 (this “Supplemental Indenture”), is entered into among Bill Barrett Corporation, a Delaware corporation (the “Company”), the subsidiary guarantors named on Schedule 1 hereto and Deutsche Bank Trust Company Americas, a New York State banking corporation, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Base Indenture (as defined below).
Bill Barrett Corporation UNDERWRITING AGREEMENT dated March 5, 2012Underwriting Agreement • March 8th, 2012 • Bill Barrett Corp • Crude petroleum & natural gas • New York
Introductory. Bill Barrett Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, $400,000,000 principal amount of its 7.00% Senior Notes due 2022 (the “Notes”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule B hereto (the “Notes Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities are to be issued under an indenture, dated as of July 8, 2009, as supplemented by the Fourth Supplemental Indenture, to be dated as of the Closing Date (as defined in Section 3 hereof) (as supplemented, the “Indenture”) among the Company, the Notes Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
Underwriting AgreementUnderwriting Agreement • December 15th, 2004 • Bill Barrett Corp • Crude petroleum & natural gas • New York
Goldman, Sachs & Co., J. P. Morgan Securities Inc., Lehman Brothers Inc., Credit Suisse First Boston LLC, Morgan Stanley & Co. Incorporated, Petrie Parkman & Co., Inc., First Albany Capital Inc., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004
EXHIBIT D FORM OF STOCKHOLDERS AGREEMENT OF [NEW PARENT] Dated as of [●], 2018Stockholders Agreement • December 5th, 2017 • Bill Barrett Corp • Crude petroleum & natural gas • Delaware
This Stockholders Agreement, dated as of [●], 2018 (as it may be amended from time to time, this “Agreement”), is made by and among [New Parent], a Delaware corporation (the “Company”), [Rio Grande Energy Company, LLC], a Delaware limited liability company (the “Investor”) and solely for the purposes of Section 2.2, the [Controlling Member] (the “Fund”).
FIFTH AMENDMENT, WAIVER AND CONSENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT BILL BARRETT CORPORATION, AS BORROWER, THE GUARANTORS, JPMORGAN CHASE BANK, N.A., AS...Fifth Amendment to Third Amended and Restated Credit Agreement • March 19th, 2018 • Bill Barrett Corp • Crude petroleum & natural gas • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 16, 2010, is among: BILL BARRETT CORPORATION, a Delaware corporation (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); BANK OF AMERICA, N.A. and DEUTSCHE BANK SECURITIES INC., as syndication agents for the Lenders (each in such capacity, together with its successors in such capacity, a “Syndication Agent”); and BANK OF MONTREAL and WELLS FARGO BANK, N.A., as documentation agents for the Lenders (each, in such capacity, together with its successors in such capacity, a “Documentation Agent”).
SUCCESSION AGREEMENTSuccession Agreement • January 31st, 2013 • Bill Barrett Corp • Crude petroleum & natural gas • Colorado
This SUCCESSION AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of January, 2013 (the “Effective Date”), by and between Bill Barrett Corporation, a Delaware corporation (the “Company”), and Kurt M. Reinecke (the “Executive”).
BILL BARRETT CORPORATION, as Issuer, THE SUBSIDIARY GUARANTORS NAMED ON SCHEDULE 1 HERETO 7% Senior Notes due 2022 FOURTH SUPPLEMENTAL INDENTURE Dated as of March 12, 2012 DEUTSCHE BANK TRUST COMPANY AMERICAS, as TrusteeFourth Supplemental Indenture • March 12th, 2012 • Bill Barrett Corp • Crude petroleum & natural gas • New York
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of March 12, 2012 (this “Supplemental Indenture”), is entered into among Bill Barrett Corporation, a Delaware corporation (the “Company”), the subsidiary guarantors named on Schedule 1 hereto and Deutsche Bank Trust Company Americas, a New York State banking corporation, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Base Indenture (as defined below).
PERFORMANCE VESTING RESTRICTED STOCK AGREEMENT granted under the BILL BARRETT CORPORATION 2008 STOCK INCENTIVE PLAN (THE “PLAN”)Restricted Stock Agreement • May 4th, 2010 • Bill Barrett Corp • Crude petroleum & natural gas • Delaware
THIS PERFORMANCE VESTING RESTRICTED STOCK AGREEMENT (the “Agreement”), evidences the grant by Bill Barrett Corporation (the “Company”) of an award of restricted shares of Common Stock (the “Award”) to the person listed as “Granted To” on Exhibit 1 (the “Participant”) on the “Grant Date” listed on Exhibit 1 (“Grant Date”) and the Participant’s acceptance of the Award in accordance with the provisions of the Bill Barrett Corporation 2008 Stock Incentive Plan (the “Plan”). The Company and the Participant agree as follows:
PURCHASE AND SALE AGREEMENT BETWEEN BILL BARRETT CORPORATION AND BILL BARRETT CBM CORPORATION AS SELLERS AND ENCORE ENERGY PARTNERS OPERATING, LLC AS BUYER AND VANGUARD NATURAL RESOURCES, LLC AS PARENT GUARANTOR Dated: October 31, 2012Purchase and Sale Agreement • November 5th, 2012 • Bill Barrett Corp • Crude petroleum & natural gas • Colorado
This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 31st day of October, 2012, by and between BILL BARRETT CORPORATION, a Delaware corporation (“Barrett”) and BILL BARRETT CBM CORPORATION, a Delaware Corporation (“CBM Corp” and, together with Barrett, collectively, “Seller”), on the one hand, and ENCORE ENERGY PARTNERS OPERATING, LLC, a Delaware limited liability company (“Buyer”) and VANGUARD NATURAL RESOURCES, LLC, a Delaware limited liability company (“Parent Guarantor”), on the other hand. Barrett, CBM Corp, Buyer and Parent Guarantor are collectively referred to herein as the “Parties,” and are sometimes referred to individually as a “Party.”
Underwriting AgreementUnderwriting Agreement • August 17th, 2005 • Bill Barrett Corp • Crude petroleum & natural gas • New York
Goldman, Sachs & Co., J.P. Morgan Securities Inc. Citigroup Global Markets Inc. Credit Suisse First Boston LLC Lehman Brothers Inc. Petrie Parkman & Co., Inc. First Albany Capital Inc. Howard Weil Incorporated Simmons & Company International As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004
Bill Barrett Corporation UNDERWRITING AGREEMENT dated September 20, 2011 Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities LLC Deutsche Bank Securities Inc. Wells Fargo Securities, LLCUnderwriting Agreement • September 23rd, 2011 • Bill Barrett Corp • Crude petroleum & natural gas • New York
Introductory. Bill Barrett Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $400,000,000 principal amount of its 75/8% Senior Notes due 2019 (the “Notes”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule B hereto (the “Notes Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities are to be issued under an indenture, dated as of July 8, 2009, as supplemented by the Third Supplemental Indenture, to be dated as of the Closing Date (as defined in Section 3 hereof) (as supplemented, the “Indenture”) among the Company, the Notes Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
