SUNDANCE ENERGY AUSTRALIA LIMITED (ABN 76 112 202 883) and THE BANK OF NEW YORK MELLON as Depositary and OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2013Deposit Agreement • December 19th, 2013 • Sundance Energy Australia LTD • Crude petroleum & natural gas • New York
DEPOSIT AGREEMENT dated as of , 2013 among SUNDANCE ENERGY AUSTRALIA LIMITED (ABN 76 112 202 883), a company incorporated under the laws of the Commonwealth of Australia (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
CREDIT AGREEMENTCredit Agreement • December 19th, 2013 • Sundance Energy Australia LTD • Crude petroleum & natural gas • Colorado
THIS CREDIT AGREEMENT is made as of December 28, 2012, by and among SUNDANCE ENERGY, INC., a Colorado corporation (“Borrower”), WELLS FARGO BANK, N.A., as Administrative Agent, Swing Line Lender, and as LC Issuer, and the Lenders referred to below.
SECOND LIEN GUARANTY dated as of August 30, 2013 of the Guarantors listed on the signature pages hereof and that otherwise may become a party hereto in favor of WELLS FARGO ENERGY CAPITAL, INC., as Administrative AgentSundance Energy Australia LTD • December 19th, 2013 • Crude petroleum & natural gas • Colorado
THIS SECOND LIEN GUARANTY is made as of August 30, 2013, by the Persons listed on the signature pages hereof and that may become parties hereto pursuant to Section 9.3, in favor of WELLS FARGO ENERGY CAPITAL, INC., individually and as administrative agent under the Credit Agreement, as defined below (the “Administrative Agent”) for the benefit of the Guaranteed Parties.
STOCK PLEDGE AGREEMENT dated as of December 28, 2012 of SUNDANCE ENERGY AUSTRALIA LIMITED (ACN 112 202 883) in favor of WELLS FARGO BANK, N.A., as Administrative AgentStock Pledge Agreement • December 19th, 2013 • Sundance Energy Australia LTD • Crude petroleum & natural gas • Colorado
THIS STOCK PLEDGE AGREEMENT (this “Agreement”) is made as of December 28, 2012, by SUNDANCE ENERGY AUSTRALIA LIMITED (ACN 112 202 883), a company organized under the laws of South Australia (“Grantor”), in favor of WELLS FARGO BANK, N.A., individually and as administrative agent under the Credit Agreement, as defined below (the “Secured Party”) for the benefit of the Beneficiaries.
SECOND LIEN STOCK PLEDGE AGREEMENT dated as of August 30, 2013 of SUNDANCE ENERGY AUSTRALIA LIMITED (ACN 112 202 883) in favor of WELLS FARGO ENERGY CAPITAL, INC., as Administrative AgentSecond Lien Stock Pledge Agreement • December 19th, 2013 • Sundance Energy Australia LTD • Crude petroleum & natural gas • Colorado
THIS SECOND LIEN STOCK PLEDGE AGREEMENT (this “Agreement”) is made as of August 30, 2013, by SUNDANCE ENERGY AUSTRALIA LIMITED (ACN 112 202 883), a company organized under the laws of South Australia (“Grantor”), in favor of WELLS FARGO ENERGY CAPITAL, INC., individually and as administrative agent under the Credit Agreement, as defined below (the “Secured Party”) for the benefit of the Beneficiaries.
SECOND LIEN CREDIT AGREEMENTCredit Agreement • December 19th, 2013 • Sundance Energy Australia LTD • Crude petroleum & natural gas • Colorado
INTERCREDITOR AGREEMENT dated as of August 30, 2013 (this “Agreement”), among SUNDANCE ENERGY, INC., a Colorado corporation (the “Company”), WELLS FARGO BANK, N.A., as agent for the First Lien Lenders (as defined below) (in such capacity, together with any successor “Administrative Agent” as defined in the First Lien Credit Agreement (as defined below), the “First Lien Administrative Agent”), and WELLS FARGO ENERGY CAPITAL, INC., as agent for the Second Lien Lenders (as defined below) (in such capacity, together with any successor “Administrative Agent” as defined in the Second Lien Credit Agreement (as defined below), the “Second Lien Administrative Agent”).
AMENDED AND RESTATED GUARANTYGuaranty • December 19th, 2013 • Sundance Energy Australia LTD • Crude petroleum & natural gas • Colorado
THIS AMENDED AND RESTATED GUARANTY is made as of December 28, 2012, by SUNDANCE ENERGY AUSTRALIA LIMITED (ACN 112 202 883), a company organized under the laws of South Australia (“Guarantor”), in favor of WELLS FARGO BANK, N.A., individually and as Administrative Agent for the Guaranteed Parties.
SECOND LIEN SECURITY AGREEMENT dated as of August 30, 2013 of SUNDANCE ENERGY, INC., each other Grantor listed on the signature pages hereof and each other Grantor that otherwise may become a party hereto in favor of WELLS FARGO ENERGY CAPITAL, INC.,...Second Lien • December 19th, 2013 • Sundance Energy Australia LTD • Crude petroleum & natural gas • Colorado
THIS SECOND LIEN SECURITY AGREEMENT (this “Agreement”) is made as of August 30, 2103 by SUNDANCE ENERGY, INC., a Colorado corporation (“Borrower”) and each other Grantor listed on the signature pages hereof and that may become parties hereto pursuant to Section 7.3 in favor of WELLS FARGO ENERGY CAPITAL, INC., as administrative agent under the Credit Agreement (the “Secured Party”), for the benefit of the Beneficiaries.
EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2013 • Sundance Energy Australia LTD • Crude petroleum & natural gas • Colorado
This Employment Agreement (“Agreement”) is made and entered into as of by and between Sundance Energy Inc, a Colorado limited liability company, and its successors. affiliates or assigns (“Employer”) and Eric McCrady (“Employee”). The Employer is a wholly owned subsidiary of Sundance Energy Australia Ltd, a public company incorporated in Australia and listed on the Australian Stock Exchange and subject to the ASX Listing Rules (“Sundance”). The parties hereto agree as follows:
SECOND LIEN GUARANTYSecond Lien Guaranty • December 19th, 2013 • Sundance Energy Australia LTD • Crude petroleum & natural gas • Colorado
THIS SECOND LIEN GUARANTY is made as of August 30, 2013, by SUNDANCE ENERGY AUSTRALIA LIMITED (ACN 112 202 883), a company organized under the laws of South Australia (“Guarantor”), in favor of WELLS FARGO ENERGY CAPITAL, INC., individually and as Administrative Agent for the Guaranteed Parties.
