FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • November 3rd, 2008 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
FIRST AMENDMENT dated as of October 30, 2008 (this “Amendment”), TO INTERCREDITOR AGREEMENT, dated as of October 1, 2007 (the “Intercreditor Agreement”), by and among Baseline Oil & Gas Corp., a Nevada corporation (the “Company”), Wells Fargo Foothill, Inc., as agent for the First Priority Secured Parties (in such capacity, the “First Priority Agent”), The Bank of New York Mellon, as trustee and collateral agent for the Second Priority Secured Parties (in such capacity, the “Second Priority Agent”), and The Bank of New York Mellon, as trustee and collateral agent for the Third Priority Secured Parties (in such capacity, the “Third Priority Agent”). Any capitalized term used herein and not defined (including, without limitation, in the recitals to this Amendment) shall have the meaning assigned to it in the Intercreditor Agreement.
FORBEARANCE, FIRST AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO FEE LETTERCredit Agreement • November 3rd, 2008 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas
FORBEARANCE, FIRST AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO FEE LETTER, dated as of October 30, 2008, by and among Baseline Oil & Gas Corp., a Nevada corporation (the “Borrower”), the lenders from time to time to the Credit Agreement (as defined below), and Wells Fargo Foothill, Inc., a California corporation, individually (“WFF”) and as the arranger, administrative agent and lender under the Credit Agreement (in such capacity, together with its successors and assigns in such capacity, the “Agent”).
FORM OF NEW NOTE]Baseline Oil & Gas Corp. • November 3rd, 2008 • 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 ONE YEAR (OR SUCH OTHER PERIOD THAT MAY BE HEREAFTER PROVIDED UNDER RULE
