REGISTRATION RIGHTS AGREEMENT by and among American Eagle Energy Corporation, the Guarantors party hereto, and GMP Securities L.P., as representative of the Initial Purchasers Dated as of August 27, 2014Registration Rights Agreement • November 6th, 2014 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 27, 2014, by and among American Eagle Energy Corporation, a Nevada corporation (the “Company”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and GMP Securities L.P., as representative of the initial purchasers listed on Schedule I to the Purchase Agreement (as defined below) (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase $175,000,000 aggregate principal amount of the Company’s 11.0% Senior Secured Notes due 2019 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees are herein collectively referred to as the “Initial Securities.”
AMERICAN EAGLE ENERGY CORPORATION and each of the Guarantors PARTY HERETO 11.0% SENIOR SECURED NOTES DUE 2019 INDENTURE Dated as of August 27, 2014 U.S. BANK NATIONAL ASSOCIATION Trustee U.S. BANK NATIONAL ASSOCIATION Collateral Agent CROSS-REFERENCE...Indenture • November 6th, 2014 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
INTERCREDITOR AGREEMENT among AMERICAN EAGLE ENERGY CORPORATION as the Company, SUNTRUST BANK, as the First Lien Collateral Agent, U.S. BANK NATIONAL ASSOCIATION, as the Second Lien Collateral Agent, and SUNTRUST BANK, as the Control Agent Dated as of...Intercreditor Agreement • November 6th, 2014 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
This Intercreditor Agreement, is dated as of August 27, 2014, and entered into by and among SUNTRUST BANK, in its capacity as administrative agent for the First Lien Obligations (as defined below), including its successors and assigns from time to time (the “First Lien Collateral Agent”), U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Second Lien Obligations under the Second Lien Indenture (as defined below), including its successors and assigns from time to time (the “Second Lien Collateral Agent”) and SUNTRUST BANK, in its capacity as Control Agent (defined below) for the First Lien Collateral Agent and the Second Lien Collateral Agent, including its successors and assigns from time to time. The terms and conditions of this Intercreditor Agreement have been reviewed by and acknowledged by American Eagle Energy Corporation, a Nevada corporation (the “Company”), and by the domestic subsidiaries of the Company who are party to the First Lien Credit Agreement
CREDIT AGREEMENT dated as of August 27, 2014 among AMERICAN EAGLE ENERGY CORPORATION, the Lenders that are from time to time parties hereto, SUNTRUST BANK, as Administrative Agent and Issuing Bank SUNTRUST ROBINSON HUMPHREY, INC., as Bookrunner and...Credit Agreement • November 6th, 2014 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
Exhibit G-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Second AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 6th, 2014 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated effective as of March 5, 2014, is entered into between AMERICAN EAGLE ENERGY CORPORATION, a Nevada corporation (“Borrower”) and MORGAN STANLEY CAPITAL GROUP INC., as Administrative Agent and as a Lender under the Credit Agreement referred to below.
GUARANTEE AND COLLATERAL AGREEMENT made by AMERICAN EAGLE ENERGY CORPORATION, and each of the other Grantors (as defined herein) in favor of SUNTRUST BANK, as Administrative Agent Dated as of August 27, 2014Guarantee and Collateral Agreement • November 6th, 2014 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 27, 2014, made by AMERICAN EAGLE ENERGY CORPORATION, a Nevada corporation (the “Borrower”), and each of the other signatories 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 as provided herein, the “Grantors”), in favor of SUNTRUST BANK, as Administrative Agent (in such capacity, the “Administrative Agent”) for the financial institutions (the “Lenders”) from time to time parties to that certain Credit Agreement, dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, and the Administrative Agent.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 6th, 2014 • AMERICAN EAGLE ENERGY Corp • Metal mining • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated effective as of October 2, 2013, is entered into among AMERICAN EAGLE ENERGY CORPORATION, a Nevada corporation (“Borrower”), the financial institutions party to the Credit Agreement referenced below (each a “Lender” and collectively the “Lenders”) and MORGAN STANLEY CAPITAL GROUP INC., as administrative agent for the benefit of the Lenders (in such capacity, together with its successors in such capacity, “Administrative Agent”).
175,000,000 American Eagle Energy Corporation 11% Senior Secured Notes due 2019 PURCHASE AGREEMENTAMERICAN EAGLE ENERGY Corp • November 6th, 2014 • Metal mining • New York
GMP Securities L.P. As Representative of the several Initial Purchasers named in Schedule I attached hereto c/o GMP Securities L.P. 331 Madison Avenue
