THIS WARRANT AND THE COMMON STOCK FOR WHICH IT MAY BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN OBTAINED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTIONS THEREOF, AND SUCH SECURITIES MAY NOT...Warrant Agreement • October 26th, 2001 • Warren Resources Inc
RECITALS: ---------Asset Purchase Agreement • February 28th, 2002 • Warren Resources Inc • Oil & gas field exploration services • Texas
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of September 14, 2000, by and between Warren Resources, Inc., a New York corporation (the "Company"), and Gregory S. Johnson (the "Employee"). W I T N E S S E T H: WHEREAS, the...Employment Agreement • October 26th, 2001 • Warren Resources Inc • New Mexico
6,000,000 Shares Warren Resources, Inc. Common Stock, Par Value $.0001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2005 • Warren Resources Inc • Crude petroleum & natural gas • New York
JEFFERIES & COMPANY, INC. As Representative of the several Underwriters c/o JEFFERIES & COMPANY, INC. 520 Madison Avenue New York, New York 10022
JOINT VENTURE AGREEMENT Joint Venture Agreement (the "Agreement") made and entered into this 24th day of May, 1999 by and between Warren Resources of California, Inc., a California corporation ("Warren"), with an office at c/o Warren Resources, Inc....Joint Venture Agreement • October 26th, 2001 • Warren Resources Inc • California
THIS WARRANT AND THE COMMON STOCK FOR WHICH IT MAY BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN OBTAINED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTIONS THEREOF, AND SUCH SECURITIES MAY NOT...Warrant Agreement • October 26th, 2001 • Warren Resources Inc
RECITALS:Non-Competition Agreement • February 28th, 2002 • Warren Resources Inc • Oil & gas field exploration services • Texas
INDENTUREIndenture • October 26th, 2001 • Warren Resources Inc • New York
ARTICLE IStock Exchange Agreement • October 26th, 2001 • Warren Resources Inc • New York
WARREN RESOURCES, INC. the “Company” and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, the “Rights Agent” RIGHTS AGREEMENT Dated as of August 29, 2008Rights Agreement • September 5th, 2008 • Warren Resources Inc • Crude petroleum & natural gas • Maryland
RIGHTS AGREEMENT, dated as of August 29, 2008 between Warren Resources, Inc., a Maryland corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2014 • Warren Resources Inc • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT dated August 11, 2014 (this “Agreement”) is entered into by and among Warren Resources, Inc., a Maryland corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and BMO Capital Markets Corp. (“BMO Capital Markets”), Jefferies LLC (“Jefferies”) and Wells Fargo Securities, LLC (“Wells Fargo”), as representatives of the several initial purchasers listed in Schedule 1 of the Purchase Agreement (collectively, the “Initial Purchasers”).
CREDIT AGREEMENT dated as of November 16, 2006 among WARREN RESOURCES, INC., As Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • November 20th, 2006 • Warren Resources Inc • Crude petroleum & natural gas • Texas
This Credit Agreement, dated as of November 16, 2006, is among WARREN RESOURCES, INC., a Maryland corporation; JPMORGAN CHASE BANK, N.A., a national banking association, individually and as the Administrative Agent and as issuer of Letters of Credit; and J.P. MORGAN SECURITIES, INC., as Sole Lead Arranger and Sole Bookrunner; and the LENDERS. The Parties agree as follows:
BILL OF SALE, TRANSFER AND ASSIGNMENT STATES OF NEW MEXICO AND TEXAS ) ) ss. COUNTIES OF EDDY AND BEE ) IN RETURN FOR valuable consideration paid and received, CJS PINNACLE PETROLEUM SERVICES, LLC, a Texas Limited Liability Company (the "Assignor"),...Bill of Sale • February 28th, 2002 • Warren Resources Inc • Oil & gas field exploration services
IN RETURN FOR valuable consideration paid and received, CJS PINNACLE PETROLEUM SERVICES, LLC, a Texas Limited Liability Company (the "Assignor"), whose address is c/o Warren Resources, Inc., 489 Fifth Avenue, 32nd Floor, New York, NY 10017, hereby TRANSFERS, ASSIGNS and CONVEYS, without warranty of title of any kind or type, either express or implied, to BASIC ENERGY SERVICES, INC., a Delaware Corporation (the "Assignee"), whose address is 406 North Big Spring, Midland, TX 79701, all of the Assignor's right, title and interest in and to the following-described assets and personal property:
THIS WARRANT AND THE COMMON STOCK FOR WHICH IT MAY BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN OBTAINED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTIONS THEREOF, AND SUCH SECURITIES MAY NOT...Warrant Agreement • October 26th, 2001 • Warren Resources Inc
GAS PURCHASE AGREEMENT THIS AGREEMENT is made and entered into as of this 28th day of January, 2000, to be effective on January 1, 2000 (the Effective Date), by and between WESTERN GAS RESOURCES, INC., a Delaware corporation (Buyer), and Big Basin...Gas Purchase Agreement • October 26th, 2001 • Warren Resources Inc • Colorado
INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT made as of___________, by and between Warren Resources Inc., a New York corporation with its principal office located at 489 Fifth Avenue, 32nd Floor, New York, New York (the "Corporation"), and...Indemnification Agreement • October 26th, 2001 • Warren Resources Inc • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 12th, 2016 • Warren Resources Inc • Crude petroleum & natural gas • Delaware
This Indemnification Agreement dated as of , 20 (this “Agreement”), is entered into by and between Warren Resources, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
WARREN RESOURCES, INC., THE SUBSIDIARY GUARANTORS PARTY HERETO AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEEIndenture • August 12th, 2014 • Warren Resources Inc • Crude petroleum & natural gas • New York
This INDENTURE dated as of August 11, 2014, is among WARREN RESOURCES, INC., a Maryland corporation (as further defined in Section 1.1, the “Company”), the Subsidiary Guarantors (as defined herein) listed on the signature page hereto and U.S. BANK NATIONAL ASSOCIATION, as trustee (as further defined in Section 1.1, the “Trustee”).
INDENTUREIndenture • October 26th, 2001 • Warren Resources Inc • New York
November 7, 1996 Sent via Fax (714) 769-1181 Mr. Gary Magness Magness Petroleum Company 9 St. Tropaz Newport Beach, CA [illegible] Dear Mr. Magness: After execution of this agreement by both parties and upon transfer of title to the Wilmington...Crude Oil Purchase Agreement • March 6th, 2002 • Warren Resources Inc • Oil & gas field exploration services
WARREN RESOURCES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2009 • Warren Resources Inc • Crude petroleum & natural gas • New York
Warren Resources, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 11,775,000 shares (the “Securities”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), to the several underwriters named in Schedule I (collectively, the “Underwriters”), for whom BMO Capital Markets Corp. and RBC Capital Markets Corporation are acting as representatives (the “Representatives”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2006 • Warren Resources Inc • Crude petroleum & natural gas • California
EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of November 14, 2006, by and between Warren E&P, Inc., a New Mexico corporation (the “Company”), and Bruce Berwager (the “Employee”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 11, 2014 AMONG WARREN RESOURCES, INC., BANK OF MONTREAL, as Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent CAPITAL ONE, NATIONAL ASSOCIATION and WELLS FARGO...Credit Agreement • August 12th, 2014 • Warren Resources Inc • Crude petroleum & natural gas • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 11, 2014 among Warren Resources, Inc, a Maryland corporation, as Borrower, the financial institutions or other entities from time to time parties hereto, each as a lender (collectively, the “Lenders” and individually, a “Lender”), and Bank of Montreal, as Administrative Agent.
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • January 29th, 2013 • Warren Resources Inc • Crude petroleum & natural gas • California
THIS SEPARATION AND GENERAL RELEASE AGREEMENT (the “Agreement”) is entered into as of the first date on the signature page hereto, by and between Warren Resources, Inc., Warren E&P, Inc., and Warren Resources of California, Inc., as their respective interests in the subject matter hereof appear (collectively, the “Company” or “Warren”) and Stephen L. Heiter (“Executive”) (together, the “Parties”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • February 18th, 2016 • Warren Resources Inc • Crude petroleum & natural gas
This Separation Agreement and General Release (this “Separation Agreement”) is entered into by and between Brian Gelman, an individual (“Departing Executive”) and Warren Resources, Inc., a Maryland corporation (the “Company”), effective as of the Effective Date (as defined below). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).
WARREN RESOURCES, INC., as Issuer AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee INDENTURE Dated as of February 1, 1998 Relating to the 12% SECURED CONVERTIBLE BONDS DUE DECEMBER 31, 2022Indenture • May 26th, 2016 • Warren Resources Inc • Crude petroleum & natural gas
INDENTURE, dated as of February 1, 1998 (herein, as amended or supplemented from time to time as permitted hereby, called this “Indenture”), between WARREN RESOURCES, INC., a corporation organized and existing under the laws of the State of New York (herein, together with its permitted successors and assigns, called the “Issuer”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as trustee (herein, together with its permitted successors in the trusts hereunder, called the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 22nd, 2015 • Warren Resources Inc • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is executed as of the 22nd day of October, 2015 (the “Execution Date”), and is among Warren Resources, Inc., a Maryland corporation (the “Company”) and the funds listed on the signature pages hereof (the “Funds”). Each of the Funds and the Company are each referred to as a “Party” and collectively referred to as the “Parties.”
PLEDGE AGREEMENTPledge Agreement • March 17th, 2016 • Warren Resources Inc • Crude petroleum & natural gas • New York
THIS PLEDGE AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of October 22, 2015 and is among WARREN RESOURCES, INC., a Maryland corporation (the “Borrower”), WARREN RESOURCES OF CALIFORNIA, INC., a California corporation (“Warren California”), WARREN E&P, INC., a New Mexico corporation (“Warren E&P”), WARREN MARCELLUS LLC, a Delaware limited liability company (“Warren Marcellus” and together with the Borrower, Warren California and Warren E&P, the “Pledgors”), and Cortland Products Corp., a Delaware corporation, in its capacity as Administrative Agent under the Credit Agreement described below (“Administrative Agent”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2004 • Warren Resources Inc • Oil & gas field exploration services
This First Amendment (“Amendment”) is made and entered into effective as of January 1, 2004 (the “Effective Date”) to the Employment Agreement referenced below by and between Warren Resources, Inc. (“Company” or “Employer”), and Norman F. Swanton, an individual (“Employee”) (together the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2016 • Warren Resources Inc • Crude petroleum & natural gas • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of October 5, 2016, by and between Warren Resources, Inc., a Delaware corporation (the “Company”) and James A. Watt (the “Executive”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2005 • Warren Resources Inc • Crude petroleum & natural gas
This Second Amendment (“Amendment”) dated June 17, 2005 is made and entered into effective as of January 1, 2005 (the “Effective Date”) to the Employment Agreement referenced below by and between Warren Resources, Inc. (“Company” or “Employer”), and Timothy A. Larkin, an individual (“Employee”) (together the “Parties”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 22nd, 2015 • Warren Resources Inc • Crude petroleum & natural gas • New York
CREDIT AGREEMENT dated as of May 22, 2015 among Warren Resources, Inc., a Maryland corporation, as Borrower, the financial institutions or other entities from time to time parties hereto, each as a lender (collectively, the “Lenders” and individually, a “Lender”), and Wilmington Trust, National Association, as Administrative Agent.
GUARANTY May 22, 2015Guaranty • March 17th, 2016 • Warren Resources Inc • Crude petroleum & natural gas • New York
THIS GUARANTY (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is dated as of May 22, 2015 and is made by WARREN RESOURCES OF CALIFORNIA, INC., a California corporation (“Warren California”), WARREN E&P, INC., a New Mexico corporation (“Warren E&P”), WARREN MARCELLUS LLC, a Delaware limited liability company (“Warren Marcellus” and together with Warren California, Warren E&P and any other entity that becomes a party hereto from time to time after the date hereof as provided herein, the “Guarantors”) in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as administrative agent under the Credit Agreement described below (“Administrative Agent”).
Dear Mr. Skelly,Retention Bonus Agreement • October 20th, 2015 • Warren Resources Inc • Crude petroleum & natural gas • New York
In recognition of your continuing contributions and loyalty to Warren Resources, Inc. (the “Company”) in the critical months ahead, this letter agreement sets forth the retention bonus payments that the Company will provide to you and the terms and conditions of those payments.
ASSET PURCHASE AND SALE AGREEMENTAsset Purchase Agreement • July 6th, 2007 • Warren Resources Inc • Crude petroleum & natural gas • Maryland
This ASSET PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into this 30th day of June, 2007; however, the same shall be effective on and as of April 1, 2007 (the “Effective Date”), by, between and among , a Delaware limited partnership (“Seller”); and WARREN RESOURCES, INC., a Maryland corporation (“Buyer”). Seller and Buyer may be referred to herein individually as a “Party” and collectively as the “Parties.”
