Standard Contracts
SERIES A NOTE PURCHASE AGREEMENTSeries a Note Purchase Agreement • March 1st, 2007 • Storm Cat Energy CORP • Crude petroleum & natural gas • New York
CANADIAN CREDIT AGREEMENT]Credit Agreement • August 2nd, 2006 • Storm Cat Energy CORP • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
THIS CREDIT AGREEMENT, dated as of July 28, 2006, is among STORM CAT ENERGY CORPORATION, a corporation amalgamated under the laws of British Columbia (“Borrower”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent, and JPMORGAN CHASE BANK, N.A., as Global Administrative Agent.
PRODUCTION SHARING CONTRACT ON COAL BED METHANE GAS OPERATIONSProduction Sharing Contract • July 5th, 2005 • Storm Cat Energy CORP • Mining & quarrying of nonmetallic minerals (no fuels)
This is a Product Sharing Contract signed by the Petroleum Authority of Mongolia, on the one side (hereinafter "PAM"), and Storm Cat Energy Corporation, on the other (hereinafter the "Contractor") on the day of February 26, 2004.
SECOND AMENDMENT TO COMBINED CREDIT AGREEMENTSCombined Credit Agreements • May 31st, 2007 • Storm Cat Energy CORP • Crude petroleum & natural gas • New York
THIS SECOND AMENDMENT TO COMBINED CREDIT AGREEMENTS, dated as of May 24, 2007 (this “Amendment”), is by and among STORM CAT ENERGY CORPORATION, a company incorporated under the laws of the Province of British Columbia, Canada (the “Canadian Borrower”), STORM CAT ENERGY (USA) CORPORATION, a Colorado corporation (the “U.S. Borrower”), JPMORGAN CHASE BANK, N.A., as Global Administrative Agent (in such capacity, the “Global Administrative Agent”) and the sole financial institution a party to the U.S. Credit Agreement as a Lender thereunder (in such capacity, the “U.S. Lender”), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent (in such capacity, the “Canadian Administrative Agent”) and the sole financial institution a party to the Canadian Credit Agreement as a Lender thereunder (in such capacity, the “Canadian Lender,” and together with the U.S. Lender, the “Combined Lenders”).
ContractFarmin and Assignment Agreement • June 16th, 2006 • Storm Cat Energy CORP • Mining & quarrying of nonmetallic minerals (no fuels) • Alberta
[Portions of this Exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Such omitted portions are indicated by the characters “[***]”.]
PURCHASE AGREEMENTPurchase Agreement • November 1st, 2005 • Storm Cat Energy CORP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
The Investor certifies that the Investor is an “accredited investor”, as such term is defined in National Instrument 45-106 of the Canadian Securities Administrators, Prospectus and Registration Exemptions (“NI 45-106”), is purchasing the securities as principal and, as at the Closing, the Investor falls within one or more of the following categories (Please check one or more, as applicable):
FORM OF PURCHASE AGREEMENTPurchase Agreement • December 22nd, 2005 • Storm Cat Energy CORP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of this 5th day of December, 2005 (the “Signing Date”) by and among Storm Cat Energy Corporation, a company incorporated under the laws of the Province of British Columbia, Canada (the “Company”), and each of the investors set forth on Schedule I affixed hereto (each an “Investor” and collectively the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2005 • Storm Cat Energy CORP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 19th day of October, 2005 by and among Storm Cat Energy Corporation, a company incorporated under the laws of British Columbia, Canada (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).
Suite 200, 209-8th Avenue SW, Calgary, AB Canada T2P 1B8 Tel (604) 541-1415 Fax (604) 541-1416Farmin and Assignment Agreement • July 5th, 2005 • Storm Cat Energy CORP • Mining & quarrying of nonmetallic minerals (no fuels)
Further to our telephone conversation, please accept this Agreement as describing the earning terms and conditions as between Golden Eagle Energy Ltd. (“Golden Eagle”) and Storm Cat Energy Corporation (“Storm Cat”) with respect to Storm Cat’s right to earn and being assigned an interest in the Farmout Lands as follows:
FIRST AMENDMENT TO RESTATED DIP CREDIT AGREEMENTDip Credit Agreement • April 1st, 2009 • Storm Cat Energy CORP • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO RESTATED DIP CREDIT AGREEMENT (this “Amendment”) dated effective as of March 30, 2009, is entered into by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), REGIMENT CAPITAL SPECIAL SITUATIONS FUND III, L.P., a Delaware limited partnership (“Regiment”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), STORM CAT ENERGY (USA) CORPORATION, a Colorado corporation, as a debtor and debtor-in-possession (“Borrower”), STORM CAT ENERGY CORPORATION, a company incorporated under the laws of British Columbia, Canada (“Parent”), as a non-debtor guarantor, and each subsidiary of Borrower listed as a guarantor on the signature pages hereof, each as a debtor and debtor-in-possession (the “Subsidiaries” and collectiv
SERIES B NOTE PURCHASE AGREEMENTSeries B Note Purchase Agreement • March 1st, 2007 • Storm Cat Energy CORP • Crude petroleum & natural gas • New York
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 5th, 2006 • Storm Cat Energy CORP • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of August 29, 2006 (the “Effective Date”), is by and among STORM CAT ENERGY (USA) CORPORATION, a Colorado corporation (“Borrower”), STORM CAT ENERGY CORPORATION, a corporation amalgamated under the laws of British Columbia (“Parent”), and JPMORGAN CHASE BANK, N.A., a national banking association, as Global Administrative Agent (“Global Administrative Agent”) and the sole financial institution a party hereto as a Lender (“Lender”).
FORM OF RSU AGREEMENTRsu Agreement • August 9th, 2006 • Storm Cat Energy CORP • Mining & quarrying of nonmetallic minerals (no fuels)
This RSU Agreement is entered into between Storm Cat Energy Corporation (the “Company”) and the Eligible Person named below, pursuant to the Company’s Restricted Share Unit Plan (the “Plan”), a copy of which is attached hereto, and confirms that:
FIRST AMENDMENT TO COMBINED CREDIT AGREEMENTSCombined Credit Agreement • February 5th, 2007 • Storm Cat Energy CORP • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO COMBINED CREDIT AGREEMENTS, dated as of January 30, 2007 (this “Amendment”), is by and among STORM CAT ENERGY CORPORATION, a company incorporated under the laws of the Province of British Columbia, Canada (the “Canadian Borrower”), STORM CAT ENERGY (USA) CORPORATION, a Colorado corporation (the “U.S. Borrower”), JPMORGAN CHASE BANK, N.A., as Global Administrative Agent (in such capacity, the “Global Administrative Agent”) and the sole financial institution a party to the U.S. Credit Agreement as a Lender thereunder (in such capacity, the “U.S. Lender”), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent (in such capacity, the “Canadian Administrative Agent”) and the sole financial institution a party to the Canadian Credit Agreement as a Lender thereunder (in such capacity, the “Canadian Lender,” and together with the U.S. Lender, the “Combined Lenders”).
ContractFarmin and Operating Agreement • June 16th, 2006 • Storm Cat Energy CORP • Mining & quarrying of nonmetallic minerals (no fuels)
[Portions of this Exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Such omitted portions are indicated by the characters “[***]”.]
CREDIT AGREEMENT by and among STORM CAT ENERGY (USA) CORPORATION as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, LLC as Agent Dated as of December 27, 2007Credit Agreement • December 28th, 2007 • Storm Cat Energy CORP • Crude petroleum & natural gas • New York
ContractSubordination Agreement • March 1st, 2007 • Storm Cat Energy CORP • Crude petroleum & natural gas • New York
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (AS THE SAME MAY BE AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME PURSUANT TO THE TERMS THEREOF, THE “SUBORDINATION AGREEMENT”) DATED AS OF JANUARY 30, 2007, AMONG STORM CAT ENERGY CORPORATION, A BRITISH COLUMBIA CORPORATION (“BORROWER”), STORM CAT ENERGY (USA) CORPORATION, A COLORADO CORPORATION “STORM CAT (USA)”), JPMORGAN CHASE BANK, N.A., AS GLOBAL ADMINISTRATIVE AGENT (THE “GLOBAL AGENT”), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT (THE “CANADIAN AGENT”), ANY OTHER PERSON OR ENTITY PARTY THERETO AS A “SUBORDINATED CREDITOR” TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANIES TO THE AGENT AND THE SENIOR LENDERS (AS DEFINED IN THE SUBORDINATION AGREEMENT) PURSUANT TO THE SENIOR DEBT DOCUMENTS (AS DEFINED IN THE SUBORDINATION AGREEMENT), INCLUDING WITHOUT LIMITA
PURCHASE AND SALE AGREEMENT PALO PETROLEUM, INC. AND PASO GASO PIPELINE, LLC, ET AL AS SELLER AND STORM CAT ENERGY (USA) CORPORATION AS BUYERPurchase and Sale Agreement • June 16th, 2006 • Storm Cat Energy CORP • Mining & quarrying of nonmetallic minerals (no fuels) • Wyoming
This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 18th day of January, 2005, by and between Palo Petroleum, Inc., a Texas corporation, Paso Gaso Pipeline, LLC, a Texas limited liability company, Mel McClung, Tonya McClung, Matt McClung, Airborne Investments, LP, a California limited partnership, the Bernell E. Snider & Flora Snider Community Property Trust, Kozell T. & Sally Cannon Boren as Co-Trustees of the Boren Community Property Trust, established April 6, 2001, Sosebee Property Company No, 2, Ltd., a Texas limited partnership, Double L&S, LLC, a California limited liability company, Don Farris and Irving Dreibrodt (hereinafter collectively referred to as “Seller”), and Storm Cat Energy (USA) Corporation, a Colorado corporation (“Buyer”). Buyer and Seller are collectively referred to herein as the “Parties”, and are sometimes referred to individually as a “Party.”
PURCHASE AGREEMENTPurchase Agreement • September 21st, 2006 • Storm Cat Energy CORP • Crude petroleum & natural gas • British Columbia
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of this 15th day of September, 2006 by and among Storm Cat Energy Corporation, a company incorporated under the laws of the Province of British Columbia, Canada (the “Company”), and Trapeze Capital Corp., a company incorporated under the laws of Ontario, Canada (the “Investor”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 22nd, 2008 • Storm Cat Energy CORP • Crude petroleum & natural gas • New York
CONVERTIBLE NOTES REGISTRATION RIGHTS AGREEMENTConvertible Notes Registration Rights Agreement • February 5th, 2007 • Storm Cat Energy CORP • Crude petroleum & natural gas • New York
THIS CONVERTIBLE NOTES REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into this 19th day of January, 2007, by and among Storm Cat Energy Corporation, a company incorporated under the laws of the Province of British Columbia, Canada (the “Company”), and the undersigned Purchasers, in their capacity as both purchasers of Series A Notes (as defined below) and Series B Notes (as defined below) (each, a “Purchaser”, and collectively, the “Purchasers”).
ContractSubordination Agreement • February 5th, 2007 • Storm Cat Energy CORP • Crude petroleum & natural gas • New York
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (AS THE SAME MAY BE AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME PURSUANT TO THE TERMS THEREOF, THE “SUBORDINATION AGREEMENT”) DATED AS OF JANUARY 30, 2007, AMONG STORM CAT ENERGY CORPORATION, A BRITISH COLUMBIA CORPORATION (“BORROWER”), STORM CAT ENERGY (USA) CORPORATION, A COLORADO CORPORATION “STORM CAT (USA)”), JPMORGAN CHASE BANK, N.A., AS GLOBAL ADMINISTRATIVE AGENT (THE “GLOBAL AGENT”), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT (THE “CANADIAN AGENT”), ANY OTHER PERSON OR ENTITY PARTY THERETO AS A “SUBORDINATED CREDITOR” TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANIES TO THE AGENT AND THE SENIOR LENDERS (AS DEFINED IN THE SUBORDINATION AGREEMENT) PURSUANT TO THE SENIOR DEBT DOCUMENTS (AS DEFINED IN THE SUBORDINATION AGREEMENT), INCLUDING WITHOUT LIMITA
RESTATED DIP CREDIT AGREEMENT by and among STORM CAT ENERGY (USA) CORPORATION, as a debtor and debtor-in- possession, as Borrower, EACH SUBSIDIARY OF STORM CAT ENERGY (USA) CORPORATION LISTED AS A GUARANTOR SIGNATORY HERETO, as a debtor and...Dip Credit Agreement • February 5th, 2009 • Storm Cat Energy CORP • Crude petroleum & natural gas • New York
THIS RESTATED DIP CREDIT AGREEMENT (this “Agreement”), is entered into as of January 30, 2009, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), REGIMENT CAPITAL SPECIAL SITUATIONS FUND III, L.P., a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), STORM CAT ENERGY (USA) CORPORATION, a Colorado corporation, as a debtor and debtor-in-possession (“Borrower”), STORM CAT ENERGY CORPORATION, a company incorporated under the laws of British Columbia, Canada (“Parent”), as a non-debtor guarantor, and each subsidiary of Borrower listed as a guarantor on the signature pages hereof, each as a debtor and debtor-in-possession.
Purchase and Sale Agreement By and Between Bill Barrett CBM LLC as Seller and Storm Cat Energy (USA) Corporation as Buyer Dated Effective July 1, 2006 Wyoming CBM Package Exhibit ListPurchase and Sale Agreement • July 21st, 2006 • Storm Cat Energy CORP • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This Purchase and Sale Agreement (this “Agreement”), dated July 17, 2006, is by and between Bill Barrett CBM, L.L.C., 1099 18th Street, Suite 2300, Denver, Colorado 80202 (“BBC” or “Seller”) and Storm Cat Energy (USA) Corporation, 1125 17th, Street, Suite 2310 Denver, Colorado, 80202 (“SCE” or “Buyer”). The transaction contemplated by this Agreement may be referred to as the “Transaction.” BBC and SCE may be referred to individually as a “Party” or collectively as the “Parties.”
FORM OF RSU AGREEMENTRsu Agreement • March 17th, 2008 • Storm Cat Energy CORP • Crude petroleum & natural gas
This RSU Agreement is entered into between Storm Cat Energy Corporation (the “Company”) and the Eligible Person named below, pursuant to the Company’s Restricted Share Unit Plan (the “Plan”), a copy of which is attached hereto, and confirms that:
EXPLORATION CONTRACTExploration Contract • July 5th, 2005 • Storm Cat Energy CORP • Mining & quarrying of nonmetallic minerals (no fuels)
This is a contract freely entered into on the 10th day of December, 2004 between Petroleum Authority of Mongolia (hereinafter referred to as “PAM”) and Storm Cat Energy Corporation (hereinafter referred to as “Storm Cat”)
U.S. CREDIT AGREEMENT]Credit Agreement • August 2nd, 2006 • Storm Cat Energy CORP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS CREDIT AGREEMENT, dated as of July 28, 2006, is among STORM CAT ENERGY (USA) CORPORATION, a Colorado corporation (the “Borrower”), STORM CAT ENERGY CORPORATION, a corporation amalgamated under the laws of British Columbia (“Parent”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Global Administrative Agent.
