BASELINE OIL & GAS CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
Baseline Oil & Gas Corp., a Nevada corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement, dated September 17, 2007, by and among the Company and the Initial Purchaser (the “Purchase Agreement”), $115,000,000 aggregate principal amount of 12 1/2 % Senior Secured Notes due 2012 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
SECURITY AGREEMENTSecurity Agreement • October 5th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of October 1, 2007, among Baseline Oil & Gas Corp. (“Baseline”) and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, the “Grantors” and each, individually a “Grantor”), and The Bank of New York, in its capacity as collateral agent for the benefit of itself and the ratable benefit of the Holders (together with its successors and assigns in such capacity, the “Agent”).
ContractNote Purchase Agreement • October 5th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY BE HEREAFTER PROVIDED UNDER RULE
ContractNote Purchase Agreement • October 5th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY BE HEREAFTER PROVIDED UNDER RULE
CREDIT AGREEMENT by and among BASELINE OIL & GAS CORP. as Borrower, and THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILLS, INC. as the Arranger and Administrative Agent Dated as of October 1, 2007Credit Agreement • October 5th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 1, 2007, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILLS, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and Baseline Oil & Gas Corp., a Nevada corporation (“Borrower”).
BASELINE OIL & GAS CORP. 14% Senior Subordinated Convertible Secured Notes due 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
Baseline Oil & Gas Corp., a Nevada corporation (the “Company”), proposes to issue and sell to the Initial Purchasers (as hereinafter defined), upon the terms set forth in the Purchase Agreement (as hereinafter defined), (i) $50,000,000 aggregate principal amount (each, together with the related guarantees an “Initial Note” and, collectively, the “Initial Notes”) of 14.00% Senior Subordinated Convertible Secured Notes of the Company due 2013 and (ii) an option to purchase up to $7,500,000 aggregate principal amount of additional Notes (each an “Optional Additional Note” and, collectively, the “Optional Additional Notes” and, together with the related guarantees thereon, the “Optional Additional Securities”). The Initial Notes and, if and to the extent issued, the Optional Additional Notes, are collectively called the “Convertible Notes”. The Convertible Notes will be in certain circumstances convertible into shares (the “Underlying Securities”) of common stock of the Company, par value
INTERCREDITOR AGREEMENT dated as of October 1, 2007, among BASELINE OIL & GAS CORP., as the Company, WELLS FARGO FOOTHILLS, INC., as First Priority Agent, and THE BANK OF NEW YORK, as Second Priority Agent and THE BANK OF NEW YORK, as Third Priority AgentIntercreditor Agreement • October 5th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
INTERCREDITOR AGREEMENT dated as of October 1, 2007 (this “Agreement”), among BASELINE OIL & GAS CORP., a Nevada corporation (the “Company”), WELLS FARGO FOOTHILLS, INC., as agent for the First Priority Secured Parties (as defined below) (in such capacity, the “First Priority Agent”), THE BANK OF NEW YORK, as trustee and collateral agent for the Second Priority Secured Parties (as defined below) (in such capacity, the “Second Priority Agent”), and THE BANK OF NEW YORK, as trustee and collateral agent for the Third Priority Secured Parties (as defined below) (in such capacity, the “Third Priority Agent”).
