REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2005 • Triangle Petroleum CORP • Crude petroleum & natural gas • Nevada
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 28th day of December, 2005, by and among Triangle Petroleum Corporation, a Nevada corporation (the “Company”), and the “Investor” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).
TRIANGLE PETROLEUM CORPORATION 15,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2013 • Triangle Petroleum Corp • Crude petroleum & natural gas • New York
Wells Fargo Securities, LLC As Representative of the several Underwriters c/o Wells Fargo Securities, LLC 375 Park Avenue New York, New York 10152
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 12th, 2005 • Triangle Petroleum CORP • Crude petroleum & natural gas • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 8, 2005, by and among TRIANGLE PETROLEUM CORPORATION, a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
SECURITY AGREEMENTSecurity Agreement • December 12th, 2005 • Triangle Petroleum CORP • Crude petroleum & natural gas • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of December 8, 2005, by and between TRIANGLE PETROLEUM CORPORATION, a Nevada corporation with its principal place of business located at Suite 1110, 521-3rd Avenue SW, Calgary, Alberta, Canada T2P 3T3 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
PURCHASE AGREEMENTPurchase Agreement • June 16th, 2005 • Triangle Petroleum CORP • Metal mining • Nevada
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 14th day of June, 2005 by and among Triangle Petroleum Corporation, a Nevada corporation (the “Company”), and the Investor set forth on the signature page affixed hereto (the “Investor”).
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • December 12th, 2005 • Triangle Petroleum CORP • Crude petroleum & natural gas • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2005, by and among TRIANGLE PETROLEUM CORPORATION, a Nevada corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 27th, 2007 • Triangle Petroleum Corp • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “AGREEMENT”) is dated as of February 26, 2007, among Triangle Petroleum Corporation, a Nevada corporation (the “COMPANY”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “PURCHASER” and collectively the “PURCHASERS”).
ESCROW AGREEMENTEscrow Agreement • December 12th, 2005 • Triangle Petroleum CORP • Crude petroleum & natural gas • New Jersey
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of December 8, 2005 TRIANGLE PETROLEUM CORPORATION, a Nevada corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the “Escrow Agent”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 25, 2014 Among TRIANGLE USA PETROLEUM CORPORATION as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent and Issuing Lender, and THE LENDERS NAMED HEREIN as Lenders...Credit Agreement • December 2nd, 2014 • Triangle Petroleum Corp • Crude petroleum & natural gas • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 25, 2014 (the “Agreement”) is among Triangle USA Petroleum Corporation, a Colorado corporation (the “Borrower”), the Lenders (as defined below) and Wells Fargo Bank, National Association as Administrative Agent (as defined below) for the Lenders and as Issuing Lender (as defined below).
TRIANGLE USA PETROLEUM CORPORATION as the Company, THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee $450,000,000 6.75% Senior Notes due 2022 INDENTURE Dated as of July 18, 2014Indenture • July 18th, 2014 • Triangle Petroleum Corp • Crude petroleum & natural gas • New York
INDENTURE dated as of July 18, 2014, among TRIANGLE USA PETROLEUM CORPORATION, a Colorado Corporation (the “Company”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 30th, 2005 • Triangle Petroleum CORP • Crude petroleum & natural gas • Nevada
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 28th day of December, 2005 by and among Triangle Petroleum Corporation, a Nevada corporation (the “Company”), and the Investor set forth on the signature page affixed hereto (the “Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2013 • Triangle Petroleum Corp • Crude petroleum & natural gas • Colorado
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on May 1, 2013, by and between Triangle Petroleum Corporation, a Delaware corporation (the “Company”), and Justin J. Bliffen (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2008 • Triangle Petroleum Corp • Crude petroleum & natural gas • Alberta
ELMWORTH ENERGY CORPORATION, a body corporate with an office in the City of Calgary, in the Province of Alberta (the "Corporation")
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2013 • Triangle Petroleum Corp • Crude petroleum & natural gas • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of March 8, 2013, by and between Triangle Petroleum Corporation, a Delaware corporation (“Triangle”), NGP Triangle Holdings, LLC, a Delaware limited liability company (“NGP Triangle”), NGP Natural Resources X, L.P., a Delaware limited partnership (“NGP X”) and NGP Natural Resources X Parallel Fund, L.P., a Delaware limited partnership (“NGP Parallel” and together with NGP Triangle and NGP X, the “NGP Parties”). Triangle and the NGP Parties are referred to collectively herein as the “Parties.”
Registration Rights AgreementRegistration Rights Agreement • June 4th, 2008 • Triangle Petroleum Corp • Crude petroleum & natural gas • New York
This Registration Rights Agreement (the "Agreement") is made and entered into as of June 3, 2008 (the "Effective Date") among Triangle Petroleum Corporation, a Nevada corporation (the "Company"), the parties set forth Exhibit A hereto (each, a "Purchaser" and collectively, the "Purchasers"), and Canaccord Adams Inc., a Massachusetts corporation ("Canaccord"), which is acting as agent for each of the Purchasers.
FORM OF TRIANGLE PETROLEUM CORPORATION DEFERRED SHARE UNIT AGREEMENTDeferred Share Unit Agreement • November 2nd, 2010 • Triangle Petroleum Corp • Crude petroleum & natural gas • Nevada
Triangle Petroleum Company Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2010 • Triangle Petroleum Corp • Crude petroleum & natural gas • New York
OVERRIDING ROYALTY AGREEMENTOverriding Royalty Agreement • September 2nd, 2009 • Triangle Petroleum Corp • Crude petroleum & natural gas • Alberta
ELMWORTH ENERGY CORPORATION, a body corporate, having an office in the City of Calgary, in the Province of Alberta (“Elmworth”)
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 31st, 2007 • Triangle Petroleum Corp • Crude petroleum & natural gas • Nevada
This INDEMNIFICATION AGREEMENT made and entered into this ___ day of _________, 20__ (the "Agreement"), by and between Triangle Petroleum Corporation, a Nevada corporation (together with its affiliates, as defined in the federal securities laws, the "Company"), and ___________ (the "Indemnitee"):
AMENDED AND RESTATED CONTRIBUTION AGREEMENT BY AND AMONG TRIANGLE CALIBER HOLDINGS, LLC CALIBER MIDSTREAM GP LLC CALIBER MIDSTREAM PARTNERS, L.P. and FREIF CALIBER HOLDINGS LLC September 12, 2013Contribution Agreement • September 17th, 2013 • Triangle Petroleum Corp • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this “Agreement”), dated as of September 12, 2013, is made and entered into by and among Triangle Caliber Holdings, LLC, a Delaware limited liability company (“Triangle Holdings”), Caliber Midstream Partners, L.P., a Delaware limited partnership (“Caliber Partners”), Caliber Midstream GP LLC, a Delaware limited liability company (“Caliber GP”) and FREIF Caliber Holdings LLC, a Delaware limited liability company (“FREIF”). Each of the foregoing is referred to herein as a “Party” and collectively as the “Parties.”
ANNEX A EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2010 • Triangle Petroleum Corp • Crude petroleum & natural gas • Nevada
This AGREEMENT (this “Agreement”) is made and entered into as of the 29th day of January 2010, by and between Triangle Petroleum Corporation, a Nevada corporation (the “Company”), and Dr. Peter Hill (“Employee”).
U.S. $100,000,000 CREDIT AGREEMENT Dated as of March 25, 2014 among ROCKPILE ENERGY SERVICES, LLC, as Borrower, THE LENDERS PARTY HERETO, CITIBANK, N.A., as Administrative Agent and Collateral Agent, and CITIBANK, N.A., and WELLS FARGO SECURITIES, LLC...Credit Agreement • March 31st, 2014 • Triangle Petroleum Corp • Crude petroleum & natural gas • New York
CREDIT AGREEMENT dated as of March 25, 2014 (as amended, amended and restated, supplemented or otherwise modified, this “Agreement”), among ROCKPILE ENERGY SERVICES, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, CITIBANK, N.A. (“Citibank”), as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to the provisions of Article VIII, the “Administrative Agent”), Citibank, as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to the provisions of Article VIII, the “Collateral Agent”), and CITIBANK, N.A., and WELLS FARGO BANK, NATIONAL ASSOCIATION, as joint lead arrangers and joint bookrunners (in such capacity, the “Lead Arrangers”).
STOCK PURCHASE AGREEMENT between TRIANGLE PETROLEUM CORPORATION and TIAA OIL AND GAS INVESTMENTS, LLC dated as of August 6, 2013Stock Purchase Agreement • August 30th, 2013 • Triangle Petroleum Corp • Crude petroleum & natural gas • New York
This STOCK PURCHASE AGREEMENT, dated as of August 6, 2013 (this “Agreement”), is entered into by and between Triangle Petroleum Corporation, a Delaware corporation (“Triangle”), and TIAA Oil and Gas Investments, LLC, a Delaware limited liability company (the “Purchaser” and together with Triangle, the “Parties”).
SPECIAL COMPENSATION AGREEMENTSpecial Compensation Agreement • September 8th, 2016 • Triangle Petroleum Corp • Crude petroleum & natural gas
This Special Compensation Agreement (this “Agreement”) is made and entered into on the 4th day of May, 2016, by and between Triangle Petroleum Corporation, a Delaware corporation (the “Company”), and Ryan McGee (“Employee”).
SUBSCRIPTION & REGISTRATION RIGHTS AGREEMENT FOR COMMON SHARESSubscription & Registration Rights Agreement • August 3rd, 2010 • Triangle Petroleum Corp • Crude petroleum & natural gas • New York
The undersigned (hereinafter referred to as the “Subscriber,” and, together with the other persons purchasing shares of common stock of the Corporation offered in this Offering, the “Subscribers”) hereby irrevocably subscribes for and agrees to purchase the number of shares of common stock 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 $0.43 (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 Triangle Petroleum Corporation” 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 NO. 5 TO CREDIT AGREEMENTCredit Agreement • September 8th, 2016 • Triangle Petroleum Corp • Crude petroleum & natural gas • New York
This Amendment No. 5 to Credit Agreement (this “Amendment”), dated as of August 31, 2016, is among ROCKPILE ENERGY SERVICES, LLC, a Delaware limited liability company (the “Borrower”), the persons named as Guarantors on the signature pages of this Amendment, the banks and other financial institutions signatories hereto (the “Lenders”), and CITIBANK, N.A., a national banking association, as Administrative Agent and Collateral Agent for the Lenders (in such capacities, the “Administrative Agent”).
Triangle Petroleum Company 10,800,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 2010 • Triangle Petroleum Corp • Crude petroleum & natural gas • New York
SETTLEMENT AGREEMENTSettlement Agreement • December 19th, 2008 • Triangle Petroleum Corp • Crude petroleum & natural gas
This Settlement Agreement (this “Agreement”), is made and entered into as of December 18, 2008, by and between Triangle Petroleum Corporation, a Nevada corporation (the “Company”) and Centrum Bank AG (the “Holder”).
SEPARATION AGREEMENTSeparation Agreement • December 3rd, 2009 • Triangle Petroleum Corp • Crude petroleum & natural gas • New York
THIS SEPARATION AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) is made and entered into this 30th day of November, 2009 (the “Effective Date”), by and between Triangle Petroleum Corporation, a Nevada corporation (including its successors, the “Corporation”), and Mark Gustafson (“MG”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • September 8th, 2016 • Triangle Petroleum Corp • Crude petroleum & natural gas • New York
This Amendment No. 4 to Credit Agreement (this “Amendment”), dated as of August 19, 2016, is among ROCKPILE ENERGY SERVICES, LLC, a Delaware limited liability company (the “Borrower”), the persons named as Guarantors on the signature pages of this Amendment, the banks and other financial institutions signatories hereto (the “Lenders”), and CITIBANK, N.A., a national banking association, as Administrative Agent and Collateral Agent for the Lenders (in such capacities, the “Administrative Agent”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 4th, 2013 • Triangle Petroleum Corp • Crude petroleum & natural gas • Colorado
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of December 28, 2012, by and between DCF PARTNERS, L.P., a Delaware limited partnership (the “Seller”), and TRIANGLE PETROLEUM CORPORATION, a Delaware corporation (“Triangle”).
PLAN SUPPORT AGREEMENTPlan Support Agreement • June 30th, 2016 • Triangle Petroleum Corp • Crude petroleum & natural gas • New York
This PLAN SUPPORT AGREEMENT (the “Agreement”) is made and entered into on this 29th day of June, 2016, by and among (a) Triangle USA Petroleum Corporation (“TUSA”), Ranger Fabrication, LLC (“Ranger”), and their respective subsidiaries signatory hereto (collectively, the “Companies”); and (b) each of the undersigned noteholders (the “Participating Noteholders”) under that certain Indenture (as amended, supplemented, or otherwise modified from time to time, the “TUSA Notes Indenture”) dated as of July 18, 2014, among TUSA, the subsidiary guarantors named on the signature pages thereto, and Wilmington Trust, National Association as trustee (in such capacity, and any successor thereto, the “Indenture Trustee”). Each of the parties referred to in clauses (a) through (b) above is referred to herein as a “Party” and collectively as the “Parties”.
CREDIT AND SECURITY AGREEMENT by and between ROCKPILE ENERGY SERVICES, LLC, as Borrower, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender Dated as of February 25, 2013Credit and Security Agreement • March 1st, 2013 • Triangle Petroleum Corp • Crude petroleum & natural gas • Colorado
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), is entered into as of February 25, 2013, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and ROCKPILE ENERGY SERVICES, LLC, a Delaware limited liability company (“Borrower”).
AMENDMENT NUMBER 1 TO CONVERTIBLE DEBENTUREConvertible Debenture Amendment • February 1st, 2008 • Triangle Petroleum Corp • Crude petroleum & natural gas
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of January 14, 2008, between TRIANGLE PETROLEUM CORPORATION., a corporation organized and existing under the laws of the State of Nevada (the “Company”), and CENTRUM BANK AG (the “Investor”).
PURCHASE AND SALE AGREEMENT BY AND AMONG KODIAK OIL & GAS (USA) INC. AND KODIAK WILLISTON, LLC, COLLECTIVELY, AS SELLER, AND TRIANGLE USA PETROLEUM CORPORATION, AS PURCHASERPurchase and Sale Agreement • August 30th, 2013 • Triangle Petroleum Corp • Crude petroleum & natural gas • Colorado
This Purchase and Sale Agreement (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of August 5, 2013 (the “Execution Date”), by and among (i) Kodiak Oil & Gas (USA) Inc., a Colorado corporation (“Kodiak USA”), (ii) Kodiak Williston, LLC, a Delaware limited liability company (“Kodiak Williston,” and together with Kodiak USA, “Seller”), and (iii) Triangle USA Petroleum Corporation, a Colorado corporation (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
