RECITALSPurchase and Sale Agreement • March 15th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Texas
EXHIBIT 10.1Purchase Agreement • January 17th, 2006 • College Oak Investments, Inc. • Services-management consulting services • Pennsylvania
ARTICLE 3 REPRESENTATIONS AND WARRANTIESPurchase and Sale Agreement • March 31st, 2006 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Indiana
CREDIT AGREEMENT $75,000,000 Dated as ofCredit Agreement • April 18th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
LIMITED LIABILITY COMPANY AGREEMENT OF NEW ALBANY-INDIANA, LLCLimited Liability Company Agreement • March 31st, 2006 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Delaware
WARRANT A-2Warrant Agreement • April 18th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Texas
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 1, 2006, among Baseline Oil & Gas Corp., a Nevada corporation (the "Company"), and the purchasers signatory hereto (each such...Registration Rights Agreement • August 1st, 2006 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas
COLLEGE OAK INVESTMENTS, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (this "Agreement") is effective as of April 29, 2005 (the "Option Grant Date") by and between College Oak Investments, Inc., a Nevada corporation (the "Company") and...Stock Option Agreement • May 3rd, 2005 • College Oak Investments, Inc. • Services-management consulting services
BASELINE OIL & GAS CORP. STOCK OPTION AGREEMENT (At Market Price) This Stock Option Agreement (this "Agreement") is effective as of December 20, 2006 (the "Option Grant Date") by and between Baseline Oil & Gas Corp., a Nevada corporation having its...Stock Option Agreement • December 21st, 2006 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas
August 9, 2007Credit Agreement • August 15th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas
BASELINE OIL & GAS CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
Baseline Oil & Gas Corp., a Nevada corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement, dated September 17, 2007, by and among the Company and the Initial Purchaser (the “Purchase Agreement”), $115,000,000 aggregate principal amount of 12 1/2 % Senior Secured Notes due 2012 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF...Common Stock Warrant • March 31st, 2006 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • California
MUTUAL RELEASE AGREEMENT THIS MUTUAL RELEASE AGREEMENT (the "Agreement") is entered into this 8th day of June, 2006 by and among (A) Rex Energy Royalties Limited Partnership, a Delaware limited partnership ("Rex Royalties"), PennTex Resources, L.P., a...Mutual Release Agreement • June 8th, 2006 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Pennsylvania
BASELINE OIL & GAS CORP. STOCK OPTION AGREEMENT ---------------------- This Stock Option Agreement (this "Agreement") is effective as of August 3, 2007 (the "Option Grant Date") by and between Baseline Oil & Gas Corp., a Nevada corporation having its...Stock Option Agreement • August 6th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas
RECITALS:Stock Agreement • March 31st, 2006 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Pennsylvania
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 13th, 2009 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Nevada
This Indemnification Agreement, dated as of February , 2009 (this “Agreement”), is made by and between Baseline Oil and Gas Corp., a Nevada corporation (the “Company”), and (“Indemnitee”).
SHARESWarrant Agreement • November 16th, 2005 • College Oak Investments, Inc. • Services-management consulting services • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT is effective as of December 5, 2006 (this "Agreement") between Baseline Oil & Gas Corp., a Nevada corporation having its principal place of business at 20022 Creek Farm, San Antonio, Texas 78259 (the...Employment Agreement • December 21st, 2006 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Texas
RECITALS:Merger Agreement • April 7th, 2005 • College Oak Investments, Inc. • Services-management consulting services • Delaware
SECURITY AGREEMENTSecurity Agreement • October 5th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of October 1, 2007, among Baseline Oil & Gas Corp. (“Baseline”) and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, the “Grantors” and each, individually a “Grantor”), and The Bank of New York, in its capacity as collateral agent for the benefit of itself and the ratable benefit of the Holders (together with its successors and assigns in such capacity, the “Agent”).
ContractNote Purchase Agreement • October 5th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY BE HEREAFTER PROVIDED UNDER RULE
ContractNote Purchase Agreement • October 5th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY BE HEREAFTER PROVIDED UNDER RULE
FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • November 3rd, 2008 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
FIRST AMENDMENT dated as of October 30, 2008 (this “Amendment”), TO INTERCREDITOR AGREEMENT, dated as of October 1, 2007 (the “Intercreditor Agreement”), by and among Baseline Oil & Gas Corp., a Nevada corporation (the “Company”), Wells Fargo Foothill, Inc., as agent for the First Priority Secured Parties (in such capacity, the “First Priority Agent”), The Bank of New York Mellon, as trustee and collateral agent for the Second Priority Secured Parties (in such capacity, the “Second Priority Agent”), and The Bank of New York Mellon, as trustee and collateral agent for the Third Priority Secured Parties (in such capacity, the “Third Priority Agent”). Any capitalized term used herein and not defined (including, without limitation, in the recitals to this Amendment) shall have the meaning assigned to it in the Intercreditor Agreement.
EXECUTION COPY SECURITY AGREEMENT To: Lakewood Group, LLC 242 4th Street Lakewood, New Jersey 08701 Gentlemen: 1. To secure the payment of all Obligations (as hereafter defined), we hereby grant to you a continuing security interest in all of the...Security Agreement • March 19th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New Jersey
ADDENDUM TO LEASE AGREEMENTLease Agreement • March 31st, 2008 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas
THIS ADDENDUM TO LEASE AGREEMENT (“Addendum”) is made and entered into this 26 day of Oct, 2007 by and between 411 NSHP Partners, LP, A Texas limited partnership (“Lessor”) and Baseline Oil and Gas Corporation, a Nevada Corporation (“Lessee”).
BASELINE OIL & GAS CORP. STOCK OPTION AGREEMENTStock Option Agreement • August 14th, 2008 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas
This Stock Option Agreement (this “Agreement”) is effective as of June 19, 2008 (the “Option Grant Date”) by and between Baseline Oil & Gas Corp., a Nevada corporation having its principal place of business at 411 North Sam Houston Parkway East, Suite 300, Houston, Texas 77060 (the “Company”), and Thomas R. Kaetzer, an individual residing in the State of Texas (the “Optionee”). The Optionee and the Company hereby agree as follows:
Exhibit 99.1 FORM OF EXTENSION AGREEMENT (Baseline Oil & Gas Corp. 10% Convertible Note) AGREEMENT, dated as of May 31, 2007, by and between [Note holder] ("Payee") and Baseline Oil & Gas Corp. f/k/a/ College Oak Investments, Inc. (the "Company")....Extension Agreement • June 6th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas
MUTUAL TERMINATION AGREEMENT THIS MUTUAL TERMINATION AGREEMENT (the "Agreement") is entered into this 8th day of June, 2006 by and among (A) Rex Energy Royalties Limited Partnership, a Delaware limited partnership ("Rex Royalties"), PennTex Resources,...Mutual Termination Agreement • June 8th, 2006 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Pennsylvania
MUTUAL NON-DISPARAGEMENT AGREEMENT THIS MUTUAL NON-DISPARAGEMENT AGREEMENT (the "Agreement") is entered into this 8th day of June, 2006 by and among (A) Rex Energy Royalties Limited Partnership, a Delaware limited partnership ("Rex Royalties"),...Mutual Non-Disparagement Agreement • June 8th, 2006 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Pennsylvania
FORBEARANCE, FIRST AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO FEE LETTERCredit Agreement • November 3rd, 2008 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas
FORBEARANCE, FIRST AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO FEE LETTER, dated as of October 30, 2008, by and among Baseline Oil & Gas Corp., a Nevada corporation (the “Borrower”), the lenders from time to time to the Credit Agreement (as defined below), and Wells Fargo Foothill, Inc., a California corporation, individually (“WFF”) and as the arranger, administrative agent and lender under the Credit Agreement (in such capacity, together with its successors and assigns in such capacity, the “Agent”).
SAGE DEVELOPMENT AND CONSTRUCTION (SUBCONTRACTOR) BID PROPOSAL AND AGREEMENT GENERAL CONTRACTOR: COLLEGE OAK INVESTMENTS, INC. DATE: MAY 15, 2004 PROJECT NAME: QUADK BUILDING PROJECT ADDRESS: 4733 SHAVANO OAK, SAN ANTONIO, TX 78249 PROJECT SIZE & USE:...Subcontractor Agreement • October 6th, 2004 • College Oak Investments, Inc. • Non-operating establishments
GENERAL CONTRACTOR: COLLEGE OAK INVESTMENTS, INC. DATE: MAY 15, 2004 PROJECT NAME: QUADK BUILDING PROJECT ADDRESS: 4733 SHAVANO OAK, SAN ANTONIO, TX 78249 PROJECT SIZE & USE: 3,038 SF GENERAL OFFICE PROJECT ARCHITECT: STEPHEN J. KRAMER ARCHITECTS
FORM OF LEASE AGREEMENTLease Agreement • March 31st, 2008 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Texas
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of August 3, 2007 (this "Agreement") between Baseline Oil & Gas Corp., a Nevada corporation having its principal place of business at 11811 N. Freeway, Suite 200, Houston, Texas 77060 (the "Employer"...Employment Agreement • August 6th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Texas
CREDIT AGREEMENT by and among BASELINE OIL & GAS CORP. as Borrower, and THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILLS, INC. as the Arranger and Administrative Agent Dated as of October 1, 2007Credit Agreement • October 5th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 1, 2007, 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”), WELLS FARGO FOOTHILLS, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and Baseline Oil & Gas Corp., a Nevada corporation (“Borrower”).
