NOTELoan Agreement • August 23rd, 2013 • AMERICAN EAGLE ENERGY Corp • Metal mining
This Note is one of the Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the Credit Agreement dated as of August __, 2013 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrower, the lenders party thereto (the “Lenders”), and Morgan Stanley Capital Group Inc., as administrative agent for the Lenders (“Administrative Agent”). Capitalized terms used in this Note that are defined in the Credit Agreement and not otherwise defined in this Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Loans by the Payee to Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of Borrower resulting from each such Loan being evidenced by this Note, and (b) contains provisions for acceleration of the
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 23rd, 2013 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
This PLEDGE AND SECURITY AGREEMENT is executed as of August 19, 2013 by and among AMERICAN EAGLE ENERGY CORPORATION, a Nevada corporation (the “Borrower”), AMZG, Inc., a Nevada corporation (“AMZG”), AEE Canada Inc., an Alberta, Canada corporation (“AEE Canada”), and EERG Energy ULC, an Alberta, Canada unlimited liability company (“EERG”, and together with Borrower, AMZG and AEE Canada, each a “Debtor” and, collectively, the “Debtors”), whose mailing addresses are set forth on Annex A hereto, and MORGAN STANLEY CAPITAL GROUP INC., as administrative agent for the Lenders (in such capacity, “Administrative Agent”) under the Credit Agreement (defined below)(in such capacity, including its successors and assigns in such capacity, the “Secured Party”), for the benefit of itself and the Secured Parties (as defined in the Credit Agreement; together with the Secured Party, the “Beneficiaries”), whose address is set forth on Annex A hereto.
GUARANTY agreementGuaranty Agreement • August 23rd, 2013 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
This GUARANTY AGREEMENT (this “Guaranty”), dated as of August 19, 2013 is by the undersigned and certain other Subsidiaries (as defined in the Credit Agreement referred to herein) from time to time party hereto (the undersigned, together with any other Subsidiary of Borrower that becomes a party hereto from time to time after the date hereof, collectively, the “Guarantor”), in favor of Morgan Stanley Capital Group Inc., as Administrative Agent (as defined below) for the ratable benefit of itself and the Secured Parties (as defined below).
