AMERICAN EAGLE ENERGY CORPORATION and each of the Guarantors PARTY HERETO 11.0% SENIOR SECURED NOTES DUE 2019 INDENTURE Dated as of August 27, 2014 U.S. BANK NATIONAL ASSOCIATION Trustee U.S. BANK NATIONAL ASSOCIATION Collateral Agent CROSS-REFERENCE...Indenture • November 6th, 2014 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
REGISTRATION RIGHTS AGREEMENT by and among American Eagle Energy Corporation, the Guarantors party hereto, and GMP Securities L.P., as representative of the Initial Purchasers Dated as of August 27, 2014Registration Rights Agreement • November 6th, 2014 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 27, 2014, by and among American Eagle Energy Corporation, a Nevada corporation (the “Company”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and GMP Securities L.P., as representative of the initial purchasers listed on Schedule I to the Purchase Agreement (as defined below) (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase $175,000,000 aggregate principal amount of the Company’s 11.0% Senior Secured Notes due 2019 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees are herein collectively referred to as the “Initial Securities.”
ETERNAL ENERGY CORP. WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant Agreement • March 8th, 2006 • Eternal Energy Corp. • Metal mining • Nevada
THIS CERTIFIES THAT, for value received, _______________, a _______________ (the “Investor”), or Investor’s assigns (Investor and Investor’s assigns being the “Holder”), is entitled to subscribe for and purchase at any time during the Exercise Period from Eternal Energy Corp., a Nevada corporation, with its principal office located at 2120 West Littleton Blvd., Suite 300, Littleton, Colorado 80120 (the “Company”), a number of shares of Common Stock equal to the Share Number at a per share price equal to the Exercise Price in effect at such time. This Warrant is issued in conjunction with the shares of the Company’s Common Stock issued pursuant to the Subscription Agreement dated as of _________ ___, 2006 by and between the Company and the Investor.
INTERCREDITOR AGREEMENT among AMERICAN EAGLE ENERGY CORPORATION as the Company, SUNTRUST BANK, as the First Lien Collateral Agent, U.S. BANK NATIONAL ASSOCIATION, as the Second Lien Collateral Agent, and SUNTRUST BANK, as the Control Agent Dated as of...Intercreditor Agreement • November 6th, 2014 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
This Intercreditor Agreement, is dated as of August 27, 2014, and entered into by and among SUNTRUST BANK, in its capacity as administrative agent for the First Lien Obligations (as defined below), including its successors and assigns from time to time (the “First Lien Collateral Agent”), U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Second Lien Obligations under the Second Lien Indenture (as defined below), including its successors and assigns from time to time (the “Second Lien Collateral Agent”) and SUNTRUST BANK, in its capacity as Control Agent (defined below) for the First Lien Collateral Agent and the Second Lien Collateral Agent, including its successors and assigns from time to time. The terms and conditions of this Intercreditor Agreement have been reviewed by and acknowledged by American Eagle Energy Corporation, a Nevada corporation (the “Company”), and by the domestic subsidiaries of the Company who are party to the First Lien Credit Agreement
2,056,408 Shares American Eagle Energy Corporation Common Stock, $0.001 par value PURCHASE AGREEMENTPurchase Agreement • October 10th, 2013 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
American Eagle Energy Corporation, a Nevada corporation (the “Company”), proposes to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,056,408 shares of the Common Stock ($0.001 par value per share) of the Company (the “Shares”). The shares of Common Stock ($0.001 par value per share) of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”
CREDIT AGREEMENT dated as of August 27, 2014 among AMERICAN EAGLE ENERGY CORPORATION, the Lenders that are from time to time parties hereto, SUNTRUST BANK, as Administrative Agent and Issuing Bank SUNTRUST ROBINSON HUMPHREY, INC., as Bookrunner and...Credit Agreement • November 6th, 2014 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
Exhibit G-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2006 • Eternal Energy Corp. • Metal mining • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the _____ day of __________, 2006, by and among Eternal Energy Corp. (formerly known as Golden Hope Resources Corp.), a Nevada corporation (the “Company”), and the individuals and entities who have executed this Agreement and are identified on the signature page hereto (each, a “Holder,” and collectively, the “Holders”).
EMPLOYMENT AGREEMENT (Bradley M. Colby)Employment Agreement • March 28th, 2014 • AMERICAN EAGLE ENERGY Corp • Metal mining • Colorado
This Employment Agreement (the “Agreement”) is made and entered into by and between American Eagle Energy Corporation (the “Company”) and Bradley M. Colby (“Executive”) and is effective as of the 1st day of May, 2013 (the “Effective Date”). The Company and Executive may be referred to herein collectively as “Parties” and individually as “Party.” In consideration of the mutual promises, covenants and conditions hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the Parties agree as follows:
PURCHASE AND SALE AGREEMENT (First Closing)Purchase and Sale Agreement • August 18th, 2011 • Eternal Energy Corp. • Metal mining • Colorado
PURCHASE AND SALE AGREEMENT BETWEEN SM ENERGY COMPANY and AMERICAN EAGLE ENERGY CORPORATION DATED NOVEMBER 20, 2012Purchase and Sale Agreement • April 16th, 2013 • AMERICAN EAGLE ENERGY Corp • Metal mining • Texas
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of November 20, 2012 (the “Execution Date”) between SM ENERGY COMPANY, a Delaware corporation (“SM Energy”) and AMERICAN EAGLE ENERGY CORPORATION, a Nevada corporation (“Buyer”). SM Energy and Buyer shall sometimes be referred to herein together as the “Parties”, and each individually as a “Party”.
EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 2006 • Eternal Energy Corp. • Metal mining • Colorado
This Employment Agreement (the “Agreement”) is entered into by and between Eternal Energy Corp., a Nevada corporation (the “Company”), and Bradley M. Colby (“Executive”), effective as of November 7, 2005. The parties hereto agree as follows:
ASSET PURCHASE AGREEMENT by and among American Eagle Energy Corporation and AMZG, Inc., as the Sellers, and Resource Energy Can-Am LLC, as the Purchaser Dated as of October 21, 2015Asset Purchase Agreement • November 12th, 2015 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
ASSET PURCHASE AGREEMENT (this “Agreement”), by and among Resource Energy Can-Am LLC, a Delaware limited liability company (the “Purchaser”), American Eagle Energy Corporation, a Nevada corporation (the “Company”), and each of the Company’s subsidiaries listed on the signature pages hereto (together with the Company, each a “Seller” and, collectively, the “Sellers”), is dated as of the latest date set forth below any Seller or Purchaser’s signature on the signature pages hereto (the “Execution Date”).
CARRY AGREEMENTCarry Agreement • August 20th, 2012 • AMERICAN EAGLE ENERGY Corp • Metal mining • Colorado
This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2009 • Eternal Energy Corp. • Metal mining • Colorado
This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into by and between Eternal Energy Corp. (the “Company”) and Craig H. Phelps (“Executive”), on the 10th day of October, 2008. For purposes of this Agreement the term Effective Date will mean the 1st day of August, 2007. In consideration of the mutual promises, covenants and conditions hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 28th, 2011 • Eternal Energy Corp. • Metal mining
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “First Amendment”), dated as of September 28, 2011, is by and among Eternal Energy Corp., a Nevada corporation (“Eternal”), Eternal Sub Corp., a Nevada corporation and a wholly-owned subsidiary of Eternal (the “Merger Sub”), and American Eagle Energy Inc., a Nevada corporation (“American Eagle”). Eternal, the Merger Sub and American Eagle are sometimes referred to herein, individually as a “Party,” and collectively, as the “Parties”.
ETERNAL ENERGY CORP.Asset Purchase Agreement • August 16th, 2010 • Eternal Energy Corp. • Metal mining
ETERNAL ENERGY CORP. SUBSCRIPTION AGREEMENTSubscription Agreement • March 8th, 2006 • Eternal Energy Corp. • Metal mining • Nevada
The undersigned hereby subscribes to purchase the securities (the “Securities”) of Eternal Energy Corp., a Nevada corporation (the “Company”), consisting of ________ shares (the “Shares”) of the Company’s Common Stock and a warrant, in the form attached hereto as Exhibit A (the “Warrant”), to purchase up to ________ shares of the Company’s Common Stock, in accordance with the following paragraphs. This subscription may be rejected in whole or in part by the Company, in its sole and absolute discretion for any cause or for no cause. Any questions regarding this document or the investment described herein should be directed to Randolf W. Katz, Bryan Cave LLP, 2020 Main Street, Suite 600, Irvine, California 92614, (949) 223-7103.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 16th, 2013 • AMERICAN EAGLE ENERGY Corp • Metal mining • Texas
This Purchase and Sale Agreement (this “Agreement”) is entered into as of December 20, 2012, by and between USG Properties Bakken I, LLC, a Delaware limited liability company (“Seller”), and American Eagle Energy Corporation, a Nevada corporation (“Buyer”).
TERMINATION AGREEMENTTermination Agreement • May 17th, 2010 • Eternal Energy Corp. • Metal mining
PEBBLE PETROLEUM INC., a body corporate having offices in the City of Vancouver, in the Province of British Columbia (“Pebble”)
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 9th, 2005 • Golden Hope Resources Corp • Metal mining
This Agreement and Plan of Merger is made as of November 7, 2005, by and between Eternal Energy Corp., a Nevada corporation (the “Merging Corporation”), and Golden Hope Resources Corp., a Nevada corporation (the “Surviving Corporation”). (The corporations together are sometimes referred to below as the “Constituent Corporations.”)
American Eagle Energy Corporation 11,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2014 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
PURCHASE, SALE AND OPTION AGREEMENTPurchase, Sale and Option Agreement • August 19th, 2013 • AMERICAN EAGLE ENERGY Corp • Metal mining • Colorado
This Purchase, Sale and Option Agreement (this “Agreement”) is entered into as of August 12, 2013, by and between USG Properties Bakken I, LLC, a Delaware limited liability company (“Seller”), and American Eagle Energy Corporation, a Nevada corporation (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” NextEra Energy Gas Producing LLC, a Delaware limited liability company (“NextEra”) joins in this Agreement for the purposes set forth in Section 12(c).
TERMINATION AGREEMENTTermination Agreement • May 17th, 2010 • Eternal Energy Corp. • Metal mining
PEBBLE PETROLEUM INC., a body corporate having an office in the City of Vancouver, in the Province of British Columbia (“Pebble”)
FARM-OUT AGREEMENTFarm-Out Agreement • August 19th, 2013 • AMERICAN EAGLE ENERGY Corp • Metal mining • Colorado
This Farm-Out Agreement (this “Agreement”) dated as of August 12, 2013, but effective as of June 1, 2013 (the “Effective Date”), is between American Eagle Energy Corporation, a Nevada corporation (“AEEC”), and AMZG, Inc., a Nevada corporation and successor by name change to American Eagle Energy Inc. (“AMZG” and together with AEEC, “AEE”), each of whose address is 2549 W. Main Street, Suite 202, Littleton, Colorado 80120, and USG Properties Bakken I, LLC, a Delaware limited liability company (“USG”), whose address is 601 Travis Street, Suite 1900, Houston, TX 77022. AEE and USG are sometimes referred to herein as a "Party" or the "Parties."
CARRY AGREEMENTCarry Agreement • August 19th, 2013 • AMERICAN EAGLE ENERGY Corp • Metal mining • Colorado
This Carry Agreement (this “Agreement”) dated as of August 12, 2013, but effective as of June 1, 2013 (the “Effective Date”), is between American Eagle Energy Corporation, a Nevada corporation (“AEEC”), and AMZG, Inc., a Nevada corporation and successor by name change to American Eagle Energy Inc. (“AMZG” and together with AEEC, “AEE”), each of whose address is 2549 W. Main Street, Suite 202, Littleton, Colorado 80120, and USG Properties Bakken I, LLC, a Delaware limited liability company (“USG”), whose address is 601 Travis Street, Suite 1900, Houston, TX 77022. AEE and USG are sometimes referred to herein as a "Party" or the "Parties." NextEra Energy Gas Producing LLC, a Delaware limited liability company (“NextEra”) joins in this Agreement for the purposes set forth in Section 8.1.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 4th, 2014 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") dated effective as of July 21, 2014 ("Effective Date"), is entered into among AMERICAN EAGLE ENERGY CORPORATION, a Nevada corporation ("Borrower"), the undersigned Guarantors (as defined in the Credit Agreement referred to below) and MORGAN STANLEY CAPITAL GROUP INC., as administrative agent (in such capacity, "Administrative Agent") and as a Lender under the Credit Agreement referred to below.
PARTICIPATION AND OPERATING AGREEMENTParticipation and Operating Agreement • May 4th, 2011 • Eternal Energy Corp. • Metal mining
EERG Energy ULC, a wholly owned subsidiary of Eternal Energy Corp. (hereinafter called “Eternal”), a corporation incorporated pursuant to the laws of the Province of Alberta;
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 16th, 2010 • Eternal Energy Corp. • Metal mining
Eternal Energy Corp., a Nevada corporation; PNP Petroleum, I, L.P., a Texas Limited Partnership and Cibolo Energy Operating, Inc. , a Texas corporation, herein collectively referred to as "Sellers" and Century Assets Corporation, a Delaware corporation, herein referred to as "Buyer," enter into this Purchase and Sale Agreement ("Agreement"), in consideration of Sellers' agreement to sell, and Buyer's agreement to buy, the property described in this Agreement, all pursuant to the terms and conditions of this Agreement. For purposes hereof, Buyer and Sellers may collectively be referred to herein as the “Parties” or in the singular as the “Party”.
LEASE ADDENDUMLease Addendum • April 16th, 2012 • AMERICAN EAGLE ENERGY Corp • Metal mining
THIS LEASE ADDENDUM (this “Addendum”) is entered into effective the 1st day of October 2011, by and between Oakley Ventures, LLC, a Colorado limited liability company (“Oakley”), and Eternal Energy Corp., a Nevada Corporation (“Lessee”).
Second AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 6th, 2014 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated effective as of March 5, 2014, is entered into between AMERICAN EAGLE ENERGY CORPORATION, a Nevada corporation (“Borrower”) and MORGAN STANLEY CAPITAL GROUP INC., as Administrative Agent and as a Lender under the Credit Agreement referred to below.
Re: Farmout Offer - UKCS Quad 41 & 42 Amending Agreement January 30, 2006Farmout Agreement • February 3rd, 2006 • Eternal Energy Corp. • Metal mining
Further to our discussions this letter will set forth the basic terms and conditions of International Frontier Resources Corporation (“IFR”) offer to Eternal Energy Corp. (“EEC”) to farmin on UKCS Quads 41 & 42 blocks 41/5, 41/10a, 42/1, 42/2a and 42/7 herein after referred to as “earned acreage”.
September 30, 2013Purchase and Sale Agreement • November 14th, 2013 • AMERICAN EAGLE ENERGY Corp • Metal mining
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Bradley M. Colby)Employment Agreement • November 23rd, 2009 • Eternal Energy Corp. • Metal mining • Colorado
This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into by and between Eternal Energy Corp. (the “Company”) and Bradley M. Colby (“Executive”), on the 1st day of November, 2009 (the “Effective Date”). In consideration of the mutual promises, covenants and conditions hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:
Re: Farmout Offer - UKCS Quad 14 Amending Agreement January 30, 2006Farmout Agreement • February 3rd, 2006 • Eternal Energy Corp. • Metal mining
Further to our recent discussions this letter agreement will set forth the basic terms and conditions of International Frontier Resources Corporation (“IFR”) offer to Eternal Energy Corp. (“EEC”) to farmin on UKCS Quad 14, blocks 14/23 (SE/4) 14/28a and 14/29b (255 sq km) herein after referred to as “Quad 14 acreage”.
FIRST AMENDMENT TO CARRY AGREEMENTCarry Agreement • August 20th, 2012 • AMERICAN EAGLE ENERGY Corp • Metal mining
This First Amendment to Carry Agreement (this “Amendment”), dated as of July 15, 2012, but effective as of August 1, 2012, is between American Eagle Energy Corporation, a Nevada corporation (“AEEC”), and American Eagle Energy Inc., a Nevada corporation (“AEEI” and together with AEEC, “AEE”), each of whose address is 2549 W. Main Street, Suite 202, Littleton, Colorado 80120, and NextEra Energy Gas Producing, LLC, a Delaware limited liability company (“NEGP”), whose address is 601 Travis Street, Suite 1900, Houston, Texas 77002. AEE and NEGP are sometimes referred to herein as a “Party” or the “Parties.”
