NORTHERN OIL AND GAS, INC.Letter Agreement • May 18th, 2018 • TRT Holdings Inc • Crude petroleum & natural gas • Delaware
This amended and restated letter agreement (this “Agreement”), dated as of the date written above (the “Effective Date”), is by and among Robert B. Rowling, Cresta Investments, LLC, Cresta Greenwood, LLC and TRT Holdings, Inc. (together, “TRT”) and Northern Oil and Gas, Inc. (the “Company”) and, (i) solely for the purpose of the second sentence of Section 1(g) below, the TRT Nominees (as defined below) and (ii) solely for the purposes of Section 2 below, Bahram Akradi (“Akradi”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG NORTHERN OIL AND GAS, INC. AND THE HOLDERS PARTY HERETORegistration Rights Agreement • May 18th, 2018 • TRT Holdings Inc • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2018, by and among Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), and the holders party hereto (together with any permitted transferees or assignee, each, a “Holder” and collectively, the “Holders”).
REPURCHASE AGREEMENTRepurchase Agreement • August 7th, 2012 • TRT Holdings Inc • Hotels & motels • Texas
SETTLEMENT AGREEMENTSettlement Agreement • March 11th, 2009 • TRT Holdings Inc • Hotels & motels • Texas
SETTLEMENT AGREEMENT dated this 9th day of March 2009 (this “Agreement”), by and between TRT Holdings, Inc., a Delaware corporation (“TRT”), and Gaylord Entertainment Company, a Delaware corporation (the “Company”).
GAYLORD ENTERTAINMENT COMPANY One Gaylord Drive Nashville, Tennessee 37214 January 13, 2012TRT Holdings Inc • January 17th, 2012 • Hotels & motels • Texas
REGISTRATION RIGHTS AGREEMENT BY AND AMONG NORTHERN OIL AND GAS, INC. AND THE HOLDERS PARTY HERETORegistration Rights Agreement • May 18th, 2018 • TRT Holdings Inc • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2018, by and among Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), and TRT Holdings, Inc. (“TRT Holdings”), Cresta Investments, LLC (“Cresta Investments”) and Cresta Greenwood, LLC (“Cresta Greenwood”) (together with any permitted transferees or assignee, each, a “Holder” and collectively, the “Holders”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 28th, 2009 • TRT Holdings Inc • Hotels & motels • Texas
Thank you for agreeing to serve as a nominee for election to the Board of Directors (the “Board”) of Gaylord Entertainment Company (“Gaylord”) in connection with the proxy and/or consent solicitation that TRT Holdings, Inc. (“TRT”) is considering undertaking to nominate and elect directors at Gaylord’s 2009 annual meeting of stockholders, any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, or by means of a consent solicitation (the “TRT Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to Gaylord and all of its stockholders. This letter will set forth the terms of our agreement.
NORTHERN OIL AND GAS, INC. 4350 Baker Road, Suite 400 Minnetonka, Minnesota 55343 August 3, 2023Termination of Agreement • August 4th, 2023 • TRT Holdings Inc • Crude petroleum & natural gas
This termination of agreement (this “Termination Agreement”), dated as of the date written above (the “Effective Date”), is by and among Robert B. Rowling, Cresta Investments, LLC, Cresta Greenwood, LLC and TRT Holdings, Inc. (together, “TRT”) and Northern Oil and Gas, Inc. (the “Company”) and, solely for the purpose of Section 2, below, Michael Frantz, and terminates that certain amended and restated letter agreement (the “Agreement”), dated as of February 18, 2022, by and among TRT, the Company and, solely for the limited purposes described therein, Michael Frantz, Michael T. Popejoy, Roy Ernie Easley and Bahram Akradi.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • December 8th, 2014 • TRT Holdings Inc • Crude petroleum & natural gas
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • February 23rd, 2022 • TRT Holdings Inc • Crude petroleum & natural gas
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counter-parts and all of such counterparts taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • October 5th, 2006 • TRT Holdings Inc • Crude petroleum & natural gas
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • November 24th, 2021 • TRT Holdings Inc • Crude petroleum & natural gas
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counter-parts and all of such counterparts taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • February 21st, 2020 • TRT Holdings Inc • Crude petroleum & natural gas
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
ContractExchange Agreement • April 6th, 2018 • TRT Holdings Inc • Crude petroleum & natural gas
This FIRST AMENDMENT TO EXCHANGE AGREEMENT (this “Amendment”), is made and entered into as of March 20, 2018, by and among NORTHERN OIL AND GAS, INC., a Minnesota corporation (the “Company”), and each of the holders party hereto (collectively, the “Noteholders” and each, a “Noteholder”). Capitalized terms used but not defined herein have the meanings assigned to them in the Exchange Agreement (as defined below).
NORTHERN OIL AND GAS, INC. Wayzata, Minnesota 55391 January 2, 2015TRT Holdings Inc • January 5th, 2015 • Crude petroleum & natural gas
Robert B. Rowling, Cresta Investments, LLC, Cresta Greenwood, LLC and TRT Holdings, Inc. (together, “TRT”) and Northern Oil and Gas, Inc. (the “Company”), in consideration of the respective representations, warranties, covenants, agreements and conditions set forth in this letter agreement (this “Agreement”), and, intending to be legally bound, hereby agree as follows:
JOINT FILING AGREEMENTJoint Filing Agreement • January 28th, 2009 • TRT Holdings Inc • Hotels & motels
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D/A is filed on behalf of each of the undersigned in the capacities set forth below. The undersigned acknowledge that each shall be responsible for the timely filing of this Schedule 13D/A and any additional amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • July 21st, 2008 • TRT Holdings Inc • Hotels & motels
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
ContractSubscription Agreement • April 6th, 2018 • TRT Holdings Inc • Crude petroleum & natural gas
This SECOND AMENDMENT TO EXCHANGE AGREEMENT (this “Second Amendment”), is made and entered into as of April 2, 2018, by and among NORTHERN OIL AND GAS, INC., a Minnesota corporation (the “Company”), and each of the holders party hereto (collectively, the “Noteholders” and each, a “Noteholder”). Capitalized terms used but not defined herein have the meanings assigned to them in the Exchange Agreement (as defined below).
GAYLORD ENTERTAINMENT COMPANY 5,643,129 Shares of Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2012 • TRT Holdings Inc • Hotels & motels • New York
TRT Holdings, Inc. (the “Selling Stockholder”), a Delaware corporation and stockholder of Gaylord Entertainment Company, a Delaware corporation (the “Company”), propose to sell to Deutsche Bank Securities Inc. (the “Underwriter”), 5,643,129 shares (the “Firm Shares”) of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”). In addition, the Company proposes to grant to the Underwriter an option to purchase up to an aggregate of 846,469 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares.” Pursuant to a letter agreement (the “Release Letter”), substantially in the form attached as Exhibit H, executed on the date hereof by and among the Selling Stockholder, the Underwriter and JP Morgan Chase Bank, N.A. (the “Collateral Agent”), the Selling Stockholder has irrevocably instructed the Collateral Agent to deliver the Firm Shar
Subscription AgreementSubscription Agreement • February 5th, 2018 • TRT Holdings Inc • Crude petroleum & natural gas • New York
THIS SUBSCRIPTION AGREEMENT, is entered into effective January 31, 2018 (this “Subscription Agreement”), between Northern Oil and Gas, Inc., a corporation organized under the laws of Minnesota (“Company”), and TRT Holdings, Inc. (“Investor”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 15th, 2009 • TRT Holdings Inc • Hotels & motels
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D/A is filed on behalf of each of the undersigned in the capacities set forth below. The undersigned acknowledge that each shall be responsible for the timely filing of this Schedule 13D/A and any additional amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
LOCK-UP AGREEMENTLock-Up Agreement • February 8th, 2021 • TRT Holdings Inc • Crude petroleum & natural gas • New York
NEW TRT GOVERNANCE AGREEMENT NORTHERN OIL AND GAS, INC. 4350 Baker Road, Suite 400 Minnetonka, Minnesota 55343 February 18, 2022New TRT Governance Agreement • February 23rd, 2022 • TRT Holdings Inc • Crude petroleum & natural gas • Delaware
This amended and restated letter agreement (this “Agreement”), dated as of the date written above (the “Effective Date”), is by and among Robert B. Rowling, Cresta Investments, LLC, Cresta Greenwood, LLC and TRT Holdings, Inc. (together, “TRT”) and Northern Oil and Gas, Inc. (the “Company”) and, (i) solely for the purpose of the second sentence of Section 1(e) below, the TRT Nominee (as defined below), Michael T. Popejoy and Roy Ernie Easley, and (ii) solely for the purpose of acknowledging and agreeing to the deletion of Section 2 of the 2018 Agreement (as defined below), Bahram Akradi.
EXCHANGE AGREEMENTExchange Agreement • February 5th, 2018 • TRT Holdings Inc • Crude petroleum & natural gas • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of January 31, 2018, by and among NORTHERN OIL AND GAS, INC., a Minnesota corporation (the “Company”), and each of the holders listed on Schedule A attached hereto (collectively, the “Noteholders” and each, a “Noteholder”). Capitalized terms not defined herein shall have the meaning assigned to them in the Second Lien Notes term sheet set forth on Exhibit A attached hereto (the “Term Sheet”).
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • August 14th, 2023 • TRT Holdings Inc • Crude petroleum & natural gas
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
