ISDA® International Swap Dealers Association. Inc. MASTER AGREEMENT dated as of May 11, 2007Isda Master Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Coast
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 11, 2007, by and between TEKOIL & GAS CORPORATION, a Delaware corporation, with offices located at 5036 Dr. Phillips Blvd., Suite 232, Orlando, Florida 32819 (the “Company”), and GOLDMAN, SACHS & CO., (referred to as “Buyer”) with offices located at c/o Goldman, Sachs E & P Capital, 1000 Louisiana St., Suite 550, Houston, Texas 77002.
ContractBlocked Deposit Account Control Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • New York
This Blocked Deposit Account Control Agreement dated as of May 11, 2007 (this “Agreement”) among TEKOIL AND GAS GULF COAST, LLC, a Delaware limited liability company (the “Debtor”), J. ARON & COMPANY, as administrative agent for the beneficiaries (the “Secured Party”) and AMEGY BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as a “bank” as defined in Section 9-102 of the UCC (in such capacity, the “Financial Institution”). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Pledge and Security Agreement, dated as of May 11, 2007, among the Debtor, the other Grantors party thereto, and the Secured Party (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). Capitalized terms used but not otherwise defined herein or in the Security Agreement shall have the meaning assigned thereto in the Credit and Guaranty Agreement, dated as of May 11, 2007, among the Debtor, Tekoil & Ga
PLEDGE AGREEMENT dated as of May 11, 2007 between TEKOIL & GAS CORPORATION and J. ARON & COMPANY, as Agent, as the Secured PartyPledge Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • New York
This PLEDGE AGREEMENT, dated May 11, 2007 (this "Agreement"), is entered into by and between TEKOIL & GAS CORPORATION, a Delaware corporation (the "Grantor"), and J. ARON & COMPANY, as administrative agent for the Beneficiaries (as herein defined) (in such capacity, the "Secured Party").
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Texas
This Management Services Agreement (this “Agreement”) is made effective as of the 11th day of May, 2007, by and among Tekoil & Gas Corporation, a Delaware corporation (“Manager”) and Tekoil and Gas Gulf Coast, LLC, a Delaware limited liability company (“Company”).
TEKOIL & GAS CORPORATION TRANSFER ACKNOWLEDGEMENT AND AGREEMENTTransfer Acknowledgement and Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Delaware
ContractWarrant Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (B) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE TRANSFER IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
PLEDGE AND SECURITY AGREEMENT dated as of May 11, 2007 between EACH OF THE GRANTORS PARTY HERETO and J. ARON & COMPANY, as Agent, as the Secured PartyPledge and Security Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of May 11, 2007 (this "Agreement"), by and among TEKOIL AND GAS GULF COAST, LLC, a Delaware limited liability company (the "Company"), each of the undersigned affiliates of the Company, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with the Company, collectively, the "Grantors" and individually, a "Grantor"), and J. ARON & COMPANY, as administrative agent for the Beneficiaries (as herein defined) (in such capacity, the "Secured Party").
ContractDefault Deposit Account Control Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • New York
This Default Deposit Account Default Control Agreement dated as of May 11, 2007 (this “Agreement”) among TEKOIL AND GAS GULF COAST, LLC, a Delaware limited liability company (the “Debtor”), J. ARON & COMPANY, as administrative agent for the beneficiaries (the “Secured Party”) and AMEGY BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as a “bank” as defined in Section 9-102 of the UCC (in such capacity, the “Financial Institution”). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Pledge and Security Agreement, dated as of May 11, 2007, among the Debtor, the other Grantors party thereto, and the Secured Party (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). Capitalized terms used but not otherwise defined herein or in the Security Agreement shall have the meaning assigned thereto in the Credit and Guaranty Agreement, dated as of May 11, 2007, among the Debtor, Tek
AMENDED AND RESTATED OPERATING AGREEMENT OF TEKOIL AND GAS GULF COAST, LLC formerly known as MASTERS ACQUISITION CO., LLC May 11, 2007Operating Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Delaware
THE MEMBERSHIP INTERESTS CREATED BY THIS OPERATING AGREEMENT ARE NOT INTENDED TO CONSTITUTE SECURITIES. TO THE EXTENT THESE MEMBERSHIP INTERESTS ARE CONSTRUED TO BE SECURITIES, THEN SUCH SECURITIES REPRESENTED BY THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF ANY SECURITIES REPRESENTED BY THIS OPERATING AGREEMENT IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS.
INDEMNITY AGREEMENTIndemnification Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Texas
This INDEMNITY AGREEMENT (herein so called) dated as of May 11, 2007 (the “Effective Date”) is made by MASTERS RESOURCES, L.L.C., MASTERS OIL & GAS, L.L.C., and MASTERS PIPELINE, L.L.C., all Texas limited liability companies (collectively, “Masters”), and TEKOIL & GAS GULF COAST, LLC, a Delaware limited liability company (“Tekoil”). In this Indemnity Agreement, Masters, collectively or individually, and Tekoil, individually, are sometimes called the “Party”, and Masters and Tekoil are collectively sometimes called the “Parties”).
CREDIT AND GUARANTY AGREEMENT dated as of May 11, 2007 among TEKOIL AND GAS GULF COAST, LLC, TEKOIL & GAS CORPORATION AND THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, VARIOUS LENDERS, J. ARON & COMPANY, as Lead Arranger and Syndication Agent,...Credit and Guaranty Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • New York
This Credit and Guaranty Agreement, dated as of May 11, 2007 is entered into by and among Tekoil and Gas Gulf Coast, LLC, a Delaware limited liability company ("Company"), Tekoil & Gas Corporation, a Delaware corporation ("Parent"), and the other Guarantors (as defined below) party hereto from time to time, the Lenders (as defined below) party hereto from time to time, J. Aron & Company ("J. Aron"), as Lead Arranger and as Syndication Agent (in such capacities, "Syndication Agent"), and J. Aron & Company, as Administrative Agent for such Lenders (together with its permitted successors in such capacity, "Administrative Agent").
NOTENote • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Delaware
Company also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of May 11, 2007 (as it may be amended, supplemented or otherwise modified, the "Credit Agreement"; the terms used and not defined herein shall have the meanings given them in the Credit Agreement), by and among Company, TEKOIL & GAS CORPORATION, a Delaware corporation, and the other guarantors party thereto, J. ARON & COMPANY, individually and in its capacity as Administrative Agent for the benefit of the lenders from time to time parties thereto (the "Lenders"), and such Lenders.
CONVEYANCE OF OVERRIDING ROYALTY INTERESTConveyance of Overriding Royalty Interest • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec
This Conveyance of Overriding Royalty Interest (as from time to time supplemented, amended or otherwise modified, this "Conveyance"), dated as of May 11, 2007, but effective as of October 1, 2006 at 12:00 a.m. local time at the location of the property described herein (the "Effective Date") is made by TEKOIL AND GAS GULF COAST, LLC, a Delaware limited liability company (together with its Affiliates, the "Assignor"), whose address is 25050 I-45 North, Suite 525, The Woodlands, Texas 77380 to and in favor of MTGLQ INVESTORS, L.P., a Delaware limited partnership, whose address is c/o Goldman, Sach & Co., 85 Broad Street, New York, NY 10004 ("Assignee"; Assignor and Assignee are referred to collectively herein as the "Parties" and each as a "Party").
SCHEDULE to the ISDA MASTER AGREEMENT dated as of May 11, 2007 betweenIsda Master Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • New York
