Baseline Oil & Gas Corp. Sample Contracts

RECITALS
Purchase and Sale Agreement • March 15th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Texas
AutoNDA by SimpleDocs
CREDIT AGREEMENT $75,000,000 Dated as of
Credit Agreement • April 18th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • New York
ARTICLE 3 REPRESENTATIONS AND WARRANTIES
Purchase and Sale Agreement • March 31st, 2006 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Indiana
WARRANT A-2
Baseline Oil & Gas Corp. • April 18th, 2007 • Crude petroleum & natural gas • New York
EXHIBIT 10.1
Purchase Agreement • January 17th, 2006 • College Oak Investments, Inc. • Services-management consulting services • Pennsylvania
LIMITED LIABILITY COMPANY AGREEMENT OF NEW ALBANY-INDIANA, LLC
Limited Liability Company Agreement • March 31st, 2006 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Delaware
I. GRANTING, RESERVATION, AND HABENDUM CLAUSES
Baseline Oil & Gas Corp. • March 19th, 2007 • Crude petroleum & natural gas • Indiana
FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • April 18th, 2007 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Texas
BASELINE OIL & GAS CORP. REGISTRATION RIGHTS AGREEMENT
Registration 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:

RECITALS:
Stock Agreement • March 31st, 2006 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Pennsylvania
INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 13th, 2009 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Nevada

This Indemnification Agreement, dated as of February , 2009 (this “Agreement”), is made by and between Baseline Oil and Gas Corp., a Nevada corporation (the “Company”), and (“Indemnitee”).

SHARES
College Oak Investments, Inc. • November 16th, 2005 • Services-management consulting services • New York
SECURITY AGREEMENT
Security 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”).

Contract
Baseline Oil & Gas Corp. • October 5th, 2007 • 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

AutoNDA by SimpleDocs
Contract
Baseline Oil & Gas Corp. • October 5th, 2007 • 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

FIRST AMENDMENT TO INTERCREDITOR AGREEMENT
Intercreditor 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.

August 9, 2007
Baseline Oil & Gas Corp. • August 15th, 2007 • Crude petroleum & natural gas
ADDENDUM TO LEASE AGREEMENT
Addendum to Lease Agreement • March 31st, 2008 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas

THIS ADDENDUM TO LEASE AGREEMENT (“Addendum”) is made and entered into this 26 day of Oct, 2007 by and between 411 NSHP Partners, LP, A Texas limited partnership (“Lessor”) and Baseline Oil and Gas Corporation, a Nevada Corporation (“Lessee”).

BASELINE OIL & GAS CORP. STOCK OPTION AGREEMENT
Stock Option Agreement • August 14th, 2008 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas

This Stock Option Agreement (this “Agreement”) is effective as of June 19, 2008 (the “Option Grant Date”) by and between Baseline Oil & Gas Corp., a Nevada corporation having its principal place of business at 411 North Sam Houston Parkway East, Suite 300, Houston, Texas 77060 (the “Company”), and Thomas R. Kaetzer, an individual residing in the State of Texas (the “Optionee”). The Optionee and the Company hereby agree as follows:

FORBEARANCE, FIRST AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO FEE LETTER
Credit 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”).

SAGE DEVELOPMENT AND CONSTRUCTION (SUBCONTRACTOR) BID PROPOSAL AND AGREEMENT GENERAL CONTRACTOR: COLLEGE OAK INVESTMENTS, INC. DATE: MAY 15, 2004 PROJECT NAME: QUADK BUILDING PROJECT ADDRESS: 4733 SHAVANO OAK, SAN ANTONIO, TX 78249 PROJECT SIZE & USE:...
College Oak Investments, Inc. • October 6th, 2004 • Non-operating establishments

GENERAL CONTRACTOR: COLLEGE OAK INVESTMENTS, INC. DATE: MAY 15, 2004 PROJECT NAME: QUADK BUILDING PROJECT ADDRESS: 4733 SHAVANO OAK, SAN ANTONIO, TX 78249 PROJECT SIZE & USE: 3,038 SF GENERAL OFFICE PROJECT ARCHITECT: STEPHEN J. KRAMER ARCHITECTS

FORM OF LEASE AGREEMENT
Lease Agreement • March 31st, 2008 • Baseline Oil & Gas Corp. • Crude petroleum & natural gas • Texas
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!