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”).
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”).
SECURITY AGREEMENT MADE BY WARREN RESOURCES, INC. AND CERTAIN OF ITS SUBSIDIARIES IN FAVOR OF WILMINGTON TRUST, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT DATED AS OF MAY 22, 2015Security Agreement • March 17th, 2016 • Warren Resources Inc • Crude petroleum & natural gas • New York
This SECURITY AGREEMENT, dated as of May 22, 2015, is made by WARREN RESOURCES, INC., a Maryland (the “Borrower”), and each of the other signatories party hereto as of the date hereof other than the Administrative Agent (together with any other entity that becomes a party hereto from time to time after the date hereof to Section 9.14 below, the “Grantors”) in favor of Wilmington Trust, National Association, as administrative agent for the Secured Parties (as defined below) (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 17th, 2016 • Warren Resources Inc • Crude petroleum & natural gas • New York
THIS INTERCREDITOR AGREEMENT is dated as of October 22, 2015, among WILMINGTON TRUST, NATIONAL ASSOCIATION, as First Lien Credit Agreement Agent, each Other First Priority Lien Obligations Agent from time to time party hereto, each in its capacity as First Lien Agent, Cortland Products Corp., as Second Lien Credit Agreement Agent, in its capacity as Second Lien Agent.
SWAP INTERCREDITOR AGREEMENTSwap Intercreditor Agreement • March 17th, 2016 • Warren Resources Inc • Crude petroleum & natural gas • New York
THIS SWAP INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of May 22, 2015 by and among Warren Resources, Inc., a Maryland corporation (“Borrower”) the other subsidiaries of Borrower party as Guarantors under the Credit Agreement (collectively referred to as “Guarantors,” and together with Borrower, collectively referred to as “Credit Parties”), Cargill, Incorporated, acting through its Cargill Risk Management Business Unit (the “Initial Secured Swap Counterparty”), any other Person that hereafter becomes a party to this Agreement as a “Secured Swap Counterparty” pursuant to the Joinder Supplement, Wilmington Trust, National Association, as administrative agent for the Lenders under the Credit Agreement (in such capacity, “Administrative Agent”) and each other Person that from time to time becomes a party hereto in accordance with the terms of this Agreement.
EXCHANGE AGREEMENTExchange Agreement • March 17th, 2016 • Warren Resources Inc • Crude petroleum & natural gas • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of October 22, 2015, by and between the funds listed on the signature pages hereof (each, a “Holder”) and Warren Resources, Inc., a Maryland corporation (the “Company”).
EXCHANGE AGREEMENTExchange Agreement • March 17th, 2016 • Warren Resources Inc • Crude petroleum & natural gas
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of May 22, 2015, by and between the funds listed on Exhibit A hereto (each, a “Holder”) and Warren Resources, Inc., a Maryland corporation (the “Company”).
