SECURITY AGREEMENT (General) from ImPetro Resources, LLC, as Debtor in favor of Independent Bank, as Secured Party June 27, 2013Security Agreement • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
THIS SECURITY AGREEMENT (“Agreement” or “Security Agreement”) is entered into as of June 27, 2013, by ImPetro Resources, LLC, a Delaware limited liability company (the “Debtor”), in favor of the Secured Party. Certain terms used herein are defined in Article I hereof.
CREDIT AGREEMENT dated June 27, 2013 BETWEEN STARBOARD RESOURCES, INC., as Borrower AND INDEPENDENT BANK, as LenderCredit Agreement • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT is entered into as of June 27, 2013, by and between Starboard Resources, Inc., a Delaware corporation; and Independent Bank, a Texas banking association. Certain terms used herein are defined in Section 1.1.
GUARANTY (ImPetro Operating, LLC)Guaranty • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
This GUARANTY (herein so called) dated June 27, 2013, is by ImPetro Operating, LLC, a Delaware limited liability company, (herein referred to as the “Guarantor”). Terms defined in the Credit Agreement (hereinafter defined) are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) dated July 25, 2013 (the “Effective Date”), between Starboard Resources, Inc., a Delaware corporation (the “Borrower”), and SOSventures, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
CERTIFICATE OF OWNERSHIP INTERESTSCertificate of Ownership Interests • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas
This Certificate is being executed and delivered in connection with that certain Credit Agreement dated June 27, 2013 (the “Credit Agreement”) between Starboard Resources, Inc. (the “Borrower” or “Owner”) and Independent Bank (the “Lender”). The Owner hereby represents, warrants and certifies to the Lender as follows, with the knowledge and intent that the Lender will rely on such representations, warranties and certifications (without any independent investigation by the Lender with respect thereto) in entering into the Credit Agreement and advancing the funds thereunder (unless otherwise defined herein or the context hereof otherwise requires, terms defined in the Credit Agreement are used herein as therein defined):
May 8, 2009Gas Purchase Contract • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
Thank you for your prompt response in returning the referenced documentation. Enclosed is one fully executed copy for your further handling signed by George Manzelmann, Managing Director, South and Central Texas for DCP Midstream. We appreciate your business!
TEXON L.P. Purchase Amendment March 2, 2011 VIA FAX: (210) 999-5401 Mike Pawelek Impetro Operating LLC 300 E Sonterra Blvd. Suite 1220 San Antonio, TX 78258 Re: Texon Agreement No. CPE6822 Amendment No. 19 Customer Ref. No. Various Texas Leases - See...Purchase Amendment • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas
This Agreement shall serve to amend the above referenced contract and amendments thereto, if any, between Texon L.P. ("Buyer") and Impetro Operating LLC ("Seller"). The following Special Provisions reflect the original terms and are updated to include the item(s) amended herein and all prior amendments, if any. Items amended by this Agreement are described below. These updated Special Provisions and Texon L.P.'s General Provisions (Revision 4/10) constitute the entire agreement (the "Agreement") between the parties. Where the General Provisions are inconsistent with the below Special Provisions, these Special Provisions shall apply. Failure to notify Texon L.P. of your disagreement with the terms as presented herein by the sooner of five (5) business days, or the scheduling or movement of product, shall be deemed your agreement that the terms presented herein accurately reflect the understanding of the parties hereto.
INTERCREDITOR AGREEMENT (First Lien – Second Lien)Intercreditor Agreement • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
This INTERCREDITOR AGREEMENT (this “Agreement”) is dated July 25, 2013, and entered into by and between Independent Bank, a Texas banking association, as first lien lender (together with is successors and permitted assigns, the “First Lien Lender”) under the First Lien Loan Documents (as defined below) and as collateral agent for itself and the Swap Counterparty under the First Lien Mortgages and the Hedge Intercreditor Agreement (each as defined below), including its successors and permitted assigns in such capacity from time to time (“First Lien Agent”), and SOSventures, LLC, a Delaware limited liability company (together with is successors and permitted assigns, the “Second Lien Lender”) as second lien lender under the Second Lien Documents (as defined below) and as “Administrative Agent” for the lenders party from time to time to the Second Lien Loan Agreement (in such representative capacity, the “Second Lien Agent”). Contain terms used herein are defined in Section 1 hereof.
MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION,Mortgage, Security Agreement, Assignment of Production, Fixture Filing and Financing Statement • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
THIS INSTRUMENT IS A MORTGAGE OF BOTH REAL AND PERSONAL PROPERTY AND IS, AMONG OTHER THINGS, A MORTGAGE OF CHATTELS, A SECURITY AGREEMENT, A FIXTURE FILING AND A FINANCING STATEMENT.
December 2, 2011Assignment Agreement • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas
This letter is provided by Texon and SPMT so as to ensure that the transaction discussed above moves forward in a seamless manner for all parties involved.
