LEGACY ENERGY, INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2010 • NiMin Energy Corp.
This Employment Agreement (the “Agreement”) is entered into as of April 29, 2008 and between Legacy Energy, Inc., a Delaware corporation (“Company”), and E. Sven Hagen (“Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2010 • NiMin Energy Corp.
This Amendment to Employment Agreement (this “Amendment”) is made effective as of January 1, 2009, by and between Legacy Energy, Inc., a Delaware corporation (the “Company”), and Clarence Cottman III (the “Executive”).
CREDIT AGREEMENTCredit Agreement • October 20th, 2010 • NiMin Energy Corp. • Alberta
IONIC CAPITAL CORP., a British Columbia corporation, having an office at Suite 1028, Bentall 5, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5
ContractStock Option Agreement • October 20th, 2010 • NiMin Energy Corp. • Alberta
THIS OPTION AND THE COMMON SHARES TO BE ISSUED UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY NOR MAY THEY BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL AND STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 20th, 2010 • NiMin Energy Corp. • Texas
This PURCHASE AND SALE AGREEMENT ( this “Agreement”) is dated this 10thday of November, 2009, and is by and between Vernon E. Faulconer, Inc., as agent and on behalf of its affiliate record title holders (each, an “Affiliate”), Faulconer Resources 1999 Limited Partnership, LLP, a Texas limited liability partnership, Faulconer Resources 2000 Limited Partnership, LLP, a Texas limited liability partnership, Faulconer 2005 Limited Partnership, LLP, a Texas limited liability partnership, and Vernon 2005, Inc., a Texas corporation, whose address is 1001 ESE Loop 323, Suite 160, Tyler, Texas 75701 (jointly “Seller”), and Legacy Energy, Inc., whose address is 1135 Eugenia Place, Suite C, Carpinteria, California 93013 (“Buyer”)(sometimes herein Seller and Buyer are collectively called the “Parties” and, individually, called a “Party”).
SECOND AMENDED AND RESTATED SCHEDULE to the Master Agreement dated as of June 30, 2010 betweenIsda Master Agreement • October 20th, 2010 • NiMin Energy Corp. • Texas
Party A and Party B entered into an ISDA Master Agreement (“Master Agreement”) and that certain Schedule thereto (“Original Schedule”), dated as of April 1, 2009 (collectively the “Original Agreement”), later amended by that certain Amended and Restated Schedule (“Amended Schedule”), dated as of January 4, 2010. Party A and Party B desire to amend and restate the Amended Schedule, and hereby agree as follows, amending and restating in its entirety the Amended Schedule. This Second Amended and Restated Schedule (“Schedule”) and the Master Agreement are referred to collectively as the “Agreement”.
CREDIT AGREEMENTCredit Agreement • October 20th, 2010 • NiMin Energy Corp. • Texas
Re: Credit Agreement dated June ___, 2008, by and between Legacy Energy, Inc., a Delaware corporation, and Texas Capital Bank, N.A., a national banking association (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”)
FORM 2F CPC ESCROW AGREEMENTCPC Escrow Agreement • October 20th, 2010 • NiMin Energy Corp. • British Columbia
This Agreement is being entered into by the Parties under Exchange Policy 2.4 — Capital Pool Companies (the Policy) in connection with a listing of a Capital Pool Company on the TSX Venture Exchange (the Exchange).
CREDIT AGREEMENT LEGACY ENERGY, INC., as Company NIMIN ENERGY CORP., as Parent CLMG CORP., as Administrative Agent and CERTAIN LENDERS Senior Secured Credit Facility June 30, 2010Credit Agreement • October 20th, 2010 • NiMin Energy Corp. • Nevada
THIS CREDIT AGREEMENT is made as of June 30, 2010 by and among LEGACY ENERGY, INC., a Delaware corporation, NIMIN ENERGY CORP., an Alberta corporation, CLMG CORP., a Nevada corporation, as administrative and collateral agent (together with its successors in such capacity, the “Administrative Agent”), and the Lenders referred to below.
WARRANT INDENTURE between NIMIN CAPITAL CORP. (to be renamed NiMin Energy Corp.) - and - COMPUTERSHARE TRUST COMPANY OF CANADA Providing for the Issue of Share Purchase Warrants Dated August 28, 2009Warrant Indenture • October 20th, 2010 • NiMin Energy Corp. • Alberta
NIMIN CAPITAL CORP. (to be renamed NiMin Energy Corp.), a corporation incorporated under the laws of the Province of Alberta (hereinafter referred to as the “Corporation”)
INTERCREDITOR AGREEMENTIntercreditor Agreement • October 20th, 2010 • NiMin Energy Corp. • Nevada
THIS INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of June 30, 2010 by and among BP CORPORATION NORTH AMERICA INC., an Indiana corporation (“Initial Swap Counterparty”), any other Person that hereafter becomes a party to this Agreement as a “Swap Counterparty”, as defined below, LEGACY ENERGY, INC., a Delaware corporation (“Borrower”), NIMIN ENERGY CORP., an Alberta corporation (“Parent”), and CLMG CORP., a Nevada corporation, as administrative agent for the lenders (collectively, the “Lenders”) under the Credit Agreement referred to below (in such capacity, “Lender Agent”), and in its capacity as collateral agent for Swap Counterparties and the Lender Parties (in such capacity, “Collateral Agent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG NIMIN CAPITAL CORP. NIMIN MERGER CO. AND LEGACY ENERGY, INC. DATED AS OF JULY 17, 2009Merger Agreement • October 20th, 2010 • NiMin Energy Corp. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is entered into and effective as of the 17th day of July, 2009, by and between (i) NIMIN CAPITAL CORP., a capital pool company incorporated pursuant to the laws of the Province of Alberta (“Parent”), (ii) Nimin Merger Co., a Delaware corporation and wholly-owned subsidiary of Parent (“Newco”), and (iii) LEGACY ENERGY, INC., a Delaware corporation (“Company”).
GUARANTY AGREEMENTGuaranty Agreement • October 20th, 2010 • NiMin Energy Corp. • New York
This Guaranty Agreement (the “Guaranty”) is dated as of June 30, 2010, by NIMIN ENERGY CORP., (“Guarantor”), an Alberta corporation, in favor of BP CORPORATION NORTH AMERICA INC., an Indiana corporation (“Counterparty”) and each of their respective successors and assigns as permitted pursuant to the Agreement.
