STROUD ENERGY, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, RIGHTS AGENT RIGHTS AGREEMENT DATED AS OF February 17, 2006Rights Agreement • April 6th, 2006 • Stroud Energy Inc • Crude petroleum & natural gas • Delaware
This RIGHTS AGREEMENT (this "Agreement"), dated as of February 17, 2006, is by and between STROUD ENERGY, INC., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Rights Agent").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2006 • Stroud Energy Inc • Crude petroleum & natural gas • New York
This Agreement is made pursuant to the Placement Agreement (the "Placement Agreement"), dated as of September 15, 2005, by and among the Company, the stockholders of the Company set forth on Schedule 1 thereto, and Raymond James, in its capacity as lead Placement Agent and representative of the co-placement agents set forth on Schedule 2 thereto (the "Placement Agents"), in connection with the placement of an aggregate of 9,400,000 shares of the Common Stock (plus an additional 1,410,000 shares to cover over-allotments, if any) in connection with the Offering. In order to induce Raymond James to enter into the Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to the Participants and their direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Placement Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • April 6th, 2006 • Stroud Energy Inc • Crude petroleum & natural gas • Delaware
This Agreement made and entered into as of this day of , 2005, by and between Stroud Energy, Inc., a Delaware corporation (the "Company"), and ("Indemnitee"), who is currently serving the Company in the capacity of a director and/or officer thereof;
400,000,000 SENIOR SECURED REVOLVING AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 2, 2006 among STROUD ENERGY, LTD., AS BORROWER, THE GUARANTORS PARTY HERETO, JPMORGAN CHASE BANK, N.A., AS ISSUING BANK, ADMINISTRATIVE AGENT AND A BANK, BNP...Credit Agreement • April 6th, 2006 • Stroud Energy Inc • Crude petroleum & natural gas • Texas
This AMENDED AND RESTATED CREDIT AGREEMENT (the "Agreement") is dated as of March 2, 2006, among STROUD ENERGY, LTD., a Texas limited partnership (formerly known as STROUD INVESTMENTS 2001, LTD., "Borrower"), STROUD OIL PROPERTIES, LP, a Delaware limited partnership (successor by merger to Stroud Oil Properties, Inc., "SOP"), STROUD ENERGY MANAGEMENT GP, LLC, a Texas limited liability company (formerly known as Stroud Energy Management, Ltd., "SEM"), STROUD ENERGY, INC., a Delaware corporation ("Parent"), STROUD ENERGY GP, LLC, a Delaware limited liability company ("SEGP"), STROUD ENERGY LP, LLC, a Delaware limited liability company ("SELP"; SOP, SEM, Parent, SEGP and SELP are collectively, the "Guarantors" and each a "Guarantor"), each of the banks which is or which may from time to time become a signatory hereto (individually, a "Bank and collectively, the "Banks"), JPMORGAN CHASE BANK, N.A., a national banking association, as Issuing Bank (in such capacity, together with its success
EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2006 • Stroud Energy Inc • Crude petroleum & natural gas • Texas
This Employment Agreement (this "Agreement") is entered into to be effective October 1, 2005, and is between Stroud Energy, Inc., a Delaware corporation ("Stroud Energy"), and Patrick J. Noyes (the "Executive").
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2006 • Stroud Energy Inc • Crude petroleum & natural gas • Texas
This Second Amended and Restated Registration Rights Agreement (this "Agreement") is made and entered into as of September 21, 2005, by and among STROUD ENERGY, INC., a Delaware corporation (the "Company"), and the parties listed on the signature pages hereto (each, an "Owner" and collectively, the "Owners");
COMBINATION AGREEMENTCombination Agreement • April 6th, 2006 • Stroud Energy Inc • Crude petroleum & natural gas • Texas
This Combination Agreement (this "Agreement") is entered into as of August 1, 2005 by and among Stroud Oil Properties, Inc., an Oklahoma corporation ("SOP"), all the shareholders of SOP as listed on the signature page to this Agreement, Stroud Energy Management, Ltd., a Texas limited partnership ("Management"), all the limited partners of Management as listed on the signature page to this Agreement, Stroud Energy, Ltd., a Texas limited partnership ("Stroud Ltd."), all the limited partners of Stroud Ltd. as listed on the signature page to this Agreement, and Stroud Energy, Inc., a Delaware corporation ("Newco"). The shareholders (and limited partners after the merger described below) of SOP and the limited partners of Management and Stroud Ltd. (other than SOP) are collectively referred to as the "Owners".
AMENDMENT TO COMBINATION AGREEMENTCombination Agreement • April 6th, 2006 • Stroud Energy Inc • Crude petroleum & natural gas
This Amendment to Combination Agreement (this "Amendment") is entered into as of September 19, 2005, by and among Stroud Oil Properties, Inc., an Oklahoma corporation ("SOP"), all the shareholders of SOP as listed on the signature page to this Agreement, Stroud Energy Management, Ltd., a Texas limited partnership ("Management"), all the limited partners of Management as listed on the signature page to this Agreement, Stroud Energy, Ltd., a Texas limited partnership ("Stroud Ltd."), all the limited partners of Stroud Ltd. as listed on the signature page to this Agreement, and Stroud Energy, Inc., a Delaware corporation ("Newco"). The shareholders (and limited partners after the merger described below) of SOP and the limited partners of Management and Stroud Ltd. (other than SOP) are collectively referred to as the "Owners".
