FIRST AMENDMENT TO THE ARRANGEMENT AGREEMENTThe Arrangement Agreement • March 29th, 2016 • Lynden Energy Corp. • Crude petroleum & natural gas • British Columbia
This First Amendment to the Arrangement Agreement (this “Amendment”) is dated as of March 29, 2016 among Earthstone Energy, Inc., a Delaware corporation (“Earthstone”), 1058286 B.C. Ltd., a company existing under the laws of British Columbia (“Earthstone Acquisition”), and Lynden Energy Corp., a company existing under the laws of British Columbia (“Lynden”), and amends that certain Arrangement Agreement made as of December 16, 2015, among Earthstone, Earthstone Acquisition and Lynden (the “Arrangement Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings set forth in the Arrangement Agreement (as defined below). Earthstone, Earthstone Acquisition and Lynden are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 29th, 2014 • Lynden Energy Corp.
This Sixth Amendment to Credit Agreement (“Amendment”) is entered into between Texas Capital Bank, N.A., a national banking association, as Administrative Agent, the lenders party to the Credit Agreement; and Lynden USA Inc., a Utah corporation, as borrower, and is dated May 10, 2013. Terms defined in the Credit Agreement between the Administrative Agent, such lenders and such borrower dated August 29, 2011 (as amended, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
PURCHASE AND SALE AGREEMENT BETWEEN LYNDEN USA INC., a Utah corporation, AS SELLER AND BREITBURN OPERATING L.P., a Delaware limited partnership AS BUYERPurchase and Sale Agreement • December 29th, 2014 • Lynden Energy Corp. • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 12th day of December, 2013, by and between Lynden USA Inc., a Utah corporation (the “Seller”), and BreitBurn Operating L.P., a Delaware limited partnership (the “Buyer”). Buyer and Seller are collectively referred to herein as the “Parties” and are sometimes referred to individually as a “Party.”
TWELFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 24th, 2015 • Lynden Energy Corp. • Crude petroleum & natural gas
This Twelfth Amendment to Credit Agreement (this “Amendment”) is entered into between Texas Capital Bank, N.A., a national banking association, as Administrative Agent, the lenders party to the Credit Agreement; and Lynden USA Inc., a Utah corporation, as borrower, and is dated June 4, 2015. Terms defined in the Credit Agreement between the Administrative Agent, such lenders and such borrower dated August 29, 2011 (as amended, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
TENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 29th, 2014 • Lynden Energy Corp.
This Tenth Amendment to Credit Agreement (“Amendment”) is entered into between Texas Capital Bank, N.A., a national banking association, as Administrative Agent, the lenders party to the Credit Agreement; and Lynden USA Inc., a Utah corporation, as borrower, and is dated June 5, 2014. Terms defined in the Credit Agreement between the Administrative Agent, such lenders and such borrower dated August 29, 2011 (as amended, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
MANAGEMENT AGREEMENTManagement Agreement • October 29th, 2014 • Lynden Energy Corp. • British Columbia
BETWEEN: LYNDEN ENERGY CORP. a company duly continued under the laws of British Columbia having an office at 2150 – 885 West Georgia Street, Vancouver, British Columbia V6C 3E8, Canada
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 29th, 2014 • Lynden Energy Corp.
This Third Amendment to Credit Agreement (“Amendment”) is entered into between Texas Capital Bank, N.A., a national banking association, as Administrative Agent, the lenders party to the Credit Agreement; and Lynden USA Inc., a Utah corporation, as borrower, and is dated September 25, 2012. Terms defined in the Credit Agreement between the Administrative Agent, such lenders and such borrower dated August 29, 2011 (as amended, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
ELEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 24th, 2015 • Lynden Energy Corp. • Crude petroleum & natural gas
This Eleventh Amendment to Credit Agreement (this “Amendment”) is entered into between Texas Capital Bank, N.A., a national banking association, as Administrative Agent, the lenders party to the Credit Agreement; and Lynden USA Inc., a Utah corporation, as borrower, and is dated November 25, 2014. Terms defined in the Credit Agreement between the Administrative Agent, such lenders and such borrower dated August 29, 2011 (as amended, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 29th, 2014 • Lynden Energy Corp.
This Seventh Amendment to Credit Agreement (“Amendment”) is entered into between Texas Capital Bank, N.A., a national banking association, as Administrative Agent, the lenders party to the Credit Agreement; and Lynden USA Inc., a Utah corporation, as borrower, and is dated September 27, 2013. Terms defined in the Credit Agreement between the Administrative Agent, such lenders and such borrower dated August 29, 2011 (as amended, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
CREDIT AGREEMENT dated August 29, 2011 BETWEEN LYNDEN USA INC., as Borrower AND TEXAS CAPITAL BANK, N.A., as Administrative Agent AND The Lenders Party Hereto Reducing Revolving Credit Facility Standby Letter of Credit FacilityCredit Agreement • October 29th, 2014 • Lynden Energy Corp. • Texas
THIS CREDIT AGREEMENT is entered into as of August 29, 2011, by and between Lynden USA Inc., a Utah corporation; the lenders from time to time parties hereto; and Texas Capital Bank, N.A., a national banking association, as contractual representative of such lenders. Certain terms used herein are defined in Section 1.1.
THIRTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 22nd, 2015 • Lynden Energy Corp. • Crude petroleum & natural gas
This Thirteenth Amendment to Credit Agreement (this “Amendment”) is entered into between Texas Capital Bank, N.A., a national banking association, as Administrative Agent, the lenders party to the Credit Agreement; and Lynden USA Inc., a Utah corporation, as borrower, and is dated December 21, 2015. Terms defined in the Credit Agreement between the Administrative Agent, such lenders and such borrower dated August 29, 2011 (as amended, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 29th, 2014 • Lynden Energy Corp.
This Fourth Amendment to Credit Agreement (“Amendment”) is entered into between Texas Capital Bank, N.A., a national banking association, as Administrative Agent, the lenders party to the Credit Agreement; and Lynden USA Inc., a Utah corporation, as borrower, and is dated December 19, 2012. Terms defined in the Credit Agreement between the Administrative Agent, such lenders and such borrower dated August 29, 2011 (as amended, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
NINTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 29th, 2014 • Lynden Energy Corp.
This Ninth Amendment to Credit Agreement (“Amendment”) is entered into between Texas Capital Bank, N.A., a national banking association, as Administrative Agent, the lenders party to the Credit Agreement; and Lynden USA Inc., a Utah corporation, as borrower, and is dated February 5, 2014. Terms defined in the Credit Agreement between the Administrative Agent, such lenders and such borrower dated August 29, 2011 (as amended, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 29th, 2014 • Lynden Energy Corp.
This Second Amendment to Credit Agreement (“Amendment”) is entered into between Texas Capital Bank, N.A., a national banking association, as Administrative Agent, the lenders party to the Credit Agreement; and Lynden USA Inc., a Utah corporation, as borrower, and is effective as of March 31, 2012. Terms defined in the Credit Agreement between the Administrative Agent, such lenders and such borrower dated August 29, 2011 (as amended, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 29th, 2014 • Lynden Energy Corp.
This Fifth Amendment to Credit Agreement (“Amendment”) is entered into between Texas Capital Bank, N.A., a national banking association, as Administrative Agent, the lenders party to the Credit Agreement; and Lynden USA Inc., a Utah corporation, as borrower, and is dated December 26, 2012. Terms defined in the Credit Agreement between the Administrative Agent, such lenders and such borrower dated August 29, 2011 (as amended, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 29th, 2014 • Lynden Energy Corp.
This Eighth Amendment to Credit Agreement (“Amendment”) is entered into between Texas Capital Bank, N.A., a national banking association, as Administrative Agent, the lenders party to the Credit Agreement; and Lynden USA Inc., a Utah corporation, as borrower, and is dated December 27, 2013. Terms defined in the Credit Agreement between the Administrative Agent, such lenders and such borrower dated August 29, 2011 (as amended, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 29th, 2014 • Lynden Energy Corp.
This First Amendment to Credit Agreement (“Amendment”) is entered into between TEXAS CAPITAL BANK, N.A., a national banking association, as Administrative Agent, and the lenders party to the Credit Agreement; and Lynden USA Inc., a Utah corporation, as borrower, and is dated February 2, 2012. Terms defined in the Credit Agreement between the Administrative Agent, such lenders and such borrower dated August 29, 2011 (as amended, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
THIS AMENDMENT is made as of the 9th day of December, 2015 BETWEEN:Lynden Energy Corp. • December 11th, 2015 • Crude petroleum & natural gas
LYNDEN ENERGY CORP. a company duly continued under the laws of British Columbia having an office at 888 Dunsmuir Street, Suite 1200, Vancouver, British Columbia, V6C 3K4
SERVICES AGREEMENTServices Agreement • October 29th, 2014 • Lynden Energy Corp. • British Columbia
NOW THEREFORE in consideration of the premises and mutual covenants herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, the parties hereby covenant and agree with each other as follows:
Suite 1200, 888 Dunsmuir Street Vancouver, BC V6C 3K4 Tel: (604) 629-2991Lynden Energy Corp. • February 16th, 2016 • Crude petroleum & natural gas
As you know, Lynden Energy Corp. (“Lynden”) may undertake a plan of arrangement which, if completed, will result in a change of control of Lynden (the “Arrangement”). In order to complete the Arrangement if it proceeds, Lynden will need you to continue as its chief financial officer. To entice you to continue in such position until the date on which the Arrangement is effected (the “Effective Date”) and to provide reasonable assistance in the transition to new management of Lynden for a period of 90 days following the Effective Date, Lynden proposes to pay to your company, Timeout Holdings Inc., the sum of CDN$25,000 (the “Final Payment”) plus GST. The Final Payment will be in addition to your current remuneration. Lynden agrees to pay the Final Payment to you by the business day immediately preceding the Effective Date provided that you:
