EXHIBIT 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to Credit Agreement ("Amendment") is entered into between WESTERN NATIONAL BANK, a national banking association, as Administrative Agent, and the lenders party to the Credit...Credit Agreement • July 6th, 2009 • Gateway Energy Corp/Ne • Natural gas transmission
AGREEMENT ---------Asset Purchase Agreement • December 22nd, 2006 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of the __________, 200__, between Gateway Energy Corporation, a Delaware corporation (the "Company"), and __________________________ (the "Indemnitee")....Indemnification Agreement • August 25th, 2006 • Gateway Energy Corp/Ne • Natural gas transmission • Delaware
ANDPurchase and Sale Agreement • January 11th, 2010 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
EXHIBIT 10.3 FORM OF NQSO AGREEMENT FOR NON-EMPLOYEE DIRECTORS GATEWAY ENERGY CORPORATION 2007 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 20th, 2008 • Gateway Energy Corp/Ne • Natural gas transmission • Delaware
FORM OF RESTRICTED STOCK AGREEMENT NON-EMPLOYEE DIRECTOR GATEWAY ENERGY CORPORATION 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 20th, 2008 • Gateway Energy Corp/Ne • Natural gas transmission • Delaware
EXHIBIT 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is entered into as of September 6, 2007, by and between Gateway Offshore Pipeline Company, a Nebraska corporation ("Buyer"), Gateway Energy Corporation, a Delaware...Asset Purchase Agreement • September 7th, 2007 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), dated as of August 22, 2006 (the "Effective Date"), by and between the Gateway Energy Corporation, a Delaware corporation (the "Employer"), and Robert Panico (the...Employment Agreement • August 25th, 2006 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • August 24th, 2007 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
AGREEMENT --------- Article I Sale and PaymentPurchase Agreement • November 14th, 2005 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
EXHIBIT 4.1 RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of February 26, 2010 (the "Agreement"), between Gateway Energy Corporation, a Delaware corporation (the "Company"), and American Stock Transfer and Trust Company, LLC, as agent (the "Rights...Rights Agreement • March 1st, 2010 • Gateway Energy Corp/Ne • Natural gas transmission • Delaware
Exhibit 10(b)(1) EMPLOYMENT AGREEMENT -------------------- This Employment Agreement is entered into as of the 1st day of July, 2001, by and between Gateway Energy Corporation, a Delaware corporation, with its principal place of business at 500 Dallas...Employment Agreement • July 29th, 2005 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 1st, 1999 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 1997 • Gateway Energy Corp/Ne • Apparel & other finishd prods of fabrics & similar matl • Nebraska
EXHIBIT 10.1 MEMBER INTEREST PURCHASE AGREEMENT THIS MEMBER INTEREST PURCHASE AGREEMENT ("Agreement") is dated as of the 1ST day of July, 2008, and entered into by and between Gateway Processing Company, a Texas corporation ("Buyer"), and Allen...Member Interest Purchase Agreement • July 7th, 2008 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
EXHIBIT 10.1 MERIDIAN BANK TEXAS 100 Lexington Street, Ste. 100 Fort Worth, Texas 76102 December 7, 2009 GATEWAY ENERGY CORPORATION 1415 Louisiana Street, Suite 4100 Houston, Texas 77002 Re: Loan Agreement Ladies and Gentlemen: This letter sets forth...Loan Agreement • December 10th, 2009 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
FIRST AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN GATEWAY PIPELINE COMPANY AND GATEWAY PROCESSING COMPANY, as Borrowers, GATEWAY ENERGY CORPORATION, as Guarantor, and SOUTHWEST BANK OF TEXAS, N.A., as Lender March 31, 2003Credit Agreement • May 15th, 2003 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 31, 2003, between Gateway Pipeline Company, a Texas corporation (“Pipeline”) and Gateway Processing Company, a Texas corporation (“Processing”, Pipeline and Processing collectively “Borrowers”), Gateway Energy Corporation, a Delaware corporation (“Guarantor”), and Southwest Bank of Texas, N.A., a national banking association (“Lender”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • May 26th, 2010 • Gateway Energy Corp/Ne • Natural gas transmission
W I T N E S S E T H:Office Lease • June 1st, 1999 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2001 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
This Employment Agreement is entered into as of the 1st day of July, 2001, by and between Gateway Energy Corporation, a Delaware corporation, with its principal place of business at 500 Dallas Street, Suite 2615, Houston, Texas 77002 (hereinafter the “Company”), subject to the further definition set forth in Section 7.1, and Scott D. Heflin, whose address is 12422 Rip Van Winkle Drive, Houston, Texas 77024 (hereinafter “Executive”).
RECITALSStart-Up Agreement and Third Amendment to Master Agreement • July 29th, 2005 • Gateway Energy Corp/Ne • Natural gas transmission
LOAN MODIFICATION AGREEMENT Dated Effective As Of August 31, 2002 From GATEWAY PIPELINE COMPANY AND GATEWAY PROCESSING COMPANY, AS BORROWERS, GATEWAY ENERGY COMPANY, AS GUARANTOR ToLoan Modification Agreement • March 27th, 2003 • Gateway Energy Corp/Ne • Natural gas transmission
THIS INSTRUMENT MODIFIES, AMONG OTHER INSTRUMENTS, A DEED OF TRUST, MORTGAGE, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT WHICH GRANTS A SECURITY INTEREST BY A UTILITY PURSUANT TO THE TEXAS BUSINESS AND COMMERCE CODE, SECTION 35.01.
LICENSE AGREEMENTLicense Agreement • November 16th, 2004 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
THIS LICENSE AGREEMENT (“Agreement”) dated as of the 15th day of November, 2004, is made by the between Advanced Energy Recovery, Inc., a Delaware corporation, (“AER”), Allen Drilling Acquisition Company, a wholly-owned subsidiary of AER and a Nebraska corporation (“ADAC”), Elgin Holdings, LLC, a Texas limited liability company (“Elgin”), Gateway Energy Corporation, a Delaware corporation (“Gateway”), and Gateway Processing Company, a Texas corporation (“GPC”) (AER, ADAC and Elgin are collectively referred to as the “AER Parties”).
GATEWAY ENERGY CORPORATION SUBSCRIPTION AGREEMENT Common StockSubscription Agreement • November 16th, 2004 • Gateway Energy Corp/Ne • Natural gas transmission
GATEWAY ENERGY CORPORATION SUBSCRIPTION AGREEMENT Common StockSubscription Agreement • November 16th, 2004 • Gateway Energy Corp/Ne • Natural gas transmission
MASTER AGREEMENTMaster Agreement • March 27th, 2003 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
This Master Agreement (this “Agreement”) is made and entered into as of the day of June, 2001, by and among Redwood Energy Production, L.P., a Texas limited partnership (“Redwood”), Gateway Processing Company, a Texas corporation (“Gateway”), and Hanover Compression Limited Partnership, a Delaware limited partnership (“Hanover”). Redwood, Gateway, and Hanover are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties.”
AGREEMENTMaster Agreement • March 27th, 2003 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
THIS AGREEMENT, made this 6th day of March, 2003, by and between Gateway Energy Corporation, a Delaware corporation, and its wholly owned subsidiaries, Gateway Processing Company, a Texas corporation, and Gateway Pipeline Company, a Texas corporation, hereinafter collectively called “Gateway” and Allen Drilling Acquisition Company, a Nebraska corporation, hereinafter called “ADAC”.
MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding is effective as of the 17th day of March, 1997, between GATEWAY ENERGY CORPORATION ("Gateway") and ABTECH RESOURCES, INC. ("Abtech") and is intended to memorialize the terms of an...Memorandum of Understanding • June 1st, 1999 • Gateway Energy Corp/Ne • Natural gas transmission
ASSET SALES AGREEMENTAsset Sales Agreement • December 13th, 2012 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
This Agreement (the "Agreement") is made this 12th day of December, 2012, by and between Gateway Pipeline USA Corporation, a Delaware corporation (hereinafter referred to as "Seller"), and GEC Holding, LLC, a Delaware limited liability company (hereinafter referred to as "Buyer"). (Seller and Buyer are sometimes referred to collectively herein as the "Parties" and individually as a "Party").
FIRST AMENDED AND RESTATED MASTER AGREEMENTMaster Agreement • March 27th, 2003 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
This First Amended and Restated Master Agreement (this “Agreement”) is made and entered into as of the 12th day of September, 2002, by and among Redwood Energy Production, L.P., a Texas limited partnership (“Redwood”), Gateway Processing Company, a Texas corporation (“Gateway”), and Hanover Compression Limited Partnership, a Delaware limited partnership (“Hanover”). Redwood, Gateway, and Hanover are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties.”
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • July 17th, 2013 • Gateway Energy Corp/Ne • Natural gas transmission • Delaware
This Amendment to Rights Agreement dated as of July 17, 2013 (this “Amendment”), between Gateway Energy Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).
EXHIBIT II BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENTBill of Sale, Assignment and Assumption Agreement • December 13th, 2012 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made effective as of December [___], 2012, by and between Gateway Pipeline USA Corporation, a Delaware corporation ("Assignor”), and GEC Holding, LLC, a Delaware limited liability corporation (the "Assignee").
ANNEX CSubscription, Exchange and Voting Agreement • September 11th, 2013 • Gateway Energy Corp/Ne • Natural gas transmission • Texas
THE CLASS A UNITS AND CLASS B UNITS OF GATEWAY ENERGY HOLDINGS LLC TO BE ACQUIRED PURSUANT TO THE TERMS OF THIS AGREEMENT WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE U.S. FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. TRANSFER OF SUCH UNITS IS ALSO RESTRICTED BY THE TERMS OF THIS AGREEMENT AND THE LLC AGREEMENT (AS DEFINED BELOW).
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 15th, 2013 • Gateway Energy Corp/Ne • Natural gas transmission • Delaware
This Agreement and Plan of Merger (this "Agreement"), is entered into as of August 13, 2013, by and among GATEWAY ENERGY CORPORATION, a Delaware corporation (the "Company"), GATEWAY ENERGY HOLDINGS LLC, a Delaware limited liability company ("Parent"), and GATEWAY ACQUISITION LLC., a Delaware limited liability company and a wholly-owned Subsidiary of Parent ("Merger Sub"). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENTRights Agreement • May 11th, 2010 • Gateway Energy Corp/Ne • Natural gas transmission • Delaware
THIS AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (the "Amendment"), dated as of May 10, 2010, is made between Gateway Energy Corporation, a Delaware corporation (the "Company"), and American Stock Transfer and Trust Company, LLC, as agent (the "Rights Agent").
