RIGHTS AGREEMENT dated as of January 18, 2016 between GASTAR EXPLORATION INC., as the Company and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights AgentRights Agreement • January 19th, 2016 • Gastar Exploration Inc. • Crude petroleum & natural gas • New York
RIGHTS AGREEMENT, dated as of January 18, 2016, (this “Agreement”), by and between Gastar Exploration Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).
Gastar Exploration Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2016 • Gastar Exploration Inc. • Crude petroleum & natural gas • New York
Gastar Exploration Inc., a Delaware corporation (the “Company”), proposes to sell 50,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 7,500,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
GASTAR EXPLORATION INC. Common Stock (par value $0.001 per share)Gastar Exploration Inc. • May 7th, 2015 • Crude petroleum & natural gas • New York
Gastar Exploration Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with MLV & Co. LLC (“MLV”), as follows:
Gastar Exploration Inc., as Issuer and Any Subsidiary Guarantors Party Hereto and as Trustee SENIOR INDENTURE Dated as of , 201Gastar Exploration Inc. • February 7th, 2014 • Crude petroleum & natural gas • New York
INDENTURE, dated as of , 201 , among Gastar Exploration Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 1331 Lamar Street, Suite 650, Houston, Texas 77010, each of the Subsidiary Guarantors (as hereinafter defined) party hereto and , a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”).
GASTAR EXPLORATION USA, INC. AND EACH OF THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO 8 5/8% SENIOR SECURED NOTES DUE 2018 INDENTURE Dated as of May 15, 2013 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral AgentIndenture • May 15th, 2013 • Gastar Exploration USA, Inc. • Crude petroleum & natural gas • New York
INDENTURE dated as of May 15, 2013 among Gastar Exploration USA, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined herein) and Wells Fargo Bank, National Association, and any and all successors thereto, as trustee (as further defined in Section 1.01, the “Trustee”) and as collateral agent (as further defined in Section 1.01, the “Collateral Agent”).
Gastar Exploration Inc., as Issuer and Any Subsidiary Guarantors Party Hereto and as Trustee SUBORDINATED INDENTURE Dated as of , 201Gastar Exploration Inc. • February 7th, 2014 • Crude petroleum & natural gas • New York
INDENTURE, dated as of , 201 , among Gastar Exploration Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 1331 Lamar Street, Suite 650, Houston, Texas 77010, each of the Subsidiary Guarantors (as hereinafter defined) party hereto and , a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 29th, 2018 • Gastar Exploration Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (this “Agreement”), dated as of , is by and between Gastar Exploration Inc., a Delaware corporation (the “Company”) and (the “Indemnitee”).
RIGHTS AGREEMENT dated as of January 27, 2017 between GASTAR EXPLORATION INC., as the Company, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights AgentRights Agreement • January 30th, 2017 • Gastar Exploration Inc. • Crude petroleum & natural gas • New York
RIGHTS AGREEMENT, dated as of January 27, 2017, (this “Agreement”), by and between Gastar Exploration Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).
REGISTRATION RIGHTS AGREEMENT by and among GASTAR EXPLORATION USA, INC. the Guarantors signatory hereto, and IMPERIAL CAPITAL, LLC, IBERIA CAPITAL PARTNERS L.L.C. AND TUDOR, PICKERING, HOLT & CO. SECURITIES, INC. as Initial PurchasersRegistration Rights Agreement • May 15th, 2013 • Gastar Exploration USA, Inc. • Crude petroleum & natural gas • New York
GASTAR EXPLORATION USA, INC., a Delaware corporation (the “Company”) is issuing and selling to IMPERIAL CAPITAL, LLC, IBERIA CAPITAL PARTNERS L.L.C. AND TUDOR, PICKERING, HOLT & CO. SECURITIES, INC., (each, an “Initial Purchaser” and collectively, the “Initial Purchasers”), for which Imperial Capital, LLC is acting as representative (the “Representative”), upon the terms set forth in the Purchase Agreement dated May 10, 2013, by and among the Company, the Initial Purchasers and the Guarantors signatory thereto (the “Purchase Agreement”), $200,000,000 aggregate principal amount of 85/8% Senior Secured Notes due 2018 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2014 • Gastar Exploration Inc. • Crude petroleum & natural gas • New York
Gastar Exploration Inc., a Delaware corporation (the “Company”), proposes to sell 17,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 2,550,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2017 • Gastar Exploration Inc. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 3, 2017, by and among Gastar Exploration Inc., a Delaware corporation (the “Company”) and each of the purchasers listed on Schedule I hereto (the “Holders”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 7th, 2015 • Gastar Exploration Inc. • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 1st day of May, 2015, by and between Gastar Exploration Inc., a Delaware corporation (“Seller”) and Oklahoma Energy Acquisitions, LP, a Texas limited partnership (“Buyer”). Buyer and Seller are sometimes referred to herein, collectively, as the “Parties” and, individually, as a “Party.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 13th, 2018 • Gastar Exploration Inc. • Crude petroleum & natural gas • Texas
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into as of August 31, 2018 between Gastar Exploration Inc. (the “Company”) and Jerry R. Schuyler (“Executive”). This Agreement shall be effective as of the date of execution by the parties (the “Effective Date”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 2nd, 2013 • Gastar Exploration USA, Inc. • Crude petroleum & natural gas • Texas
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into this 28th day of March, 2013 (the “Execution Date”), by and among CHESAPEAKE EXPLORATION, L.L.C., an Oklahoma limited liability company (“CELLC”), ARCADIA RESOURCES, L.P., an Oklahoma limited partnership (“ARLP”), JAMESTOWN RESOURCES, L.L.C., an Oklahoma limited liability company (“JRLLC”), and LARCHMONT RESOURCES, L.L.C., an Oklahoma limited liability company (“LRLLC” and together with CELLC, ARLP and JRLLC, each, a “Seller” and collectively the “Sellers”), and GASTAR EXPLORATION USA, INC, a Delaware corporation (“Buyer”). Buyer and Sellers may be referred to herein collectively as the “Parties”, or individually as a “Party”.
SECURITIES PURCHASE AGREEMENT BY AND AMONG GASTAR EXPLORATION INC. AND EACH OF THE PURCHASERS LISTED ON SCHEDULE I HERETO Dated as of March 20, 2017Securities Purchase Agreement • March 22nd, 2017 • Gastar Exploration Inc. • Crude petroleum & natural gas • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 20, 2017, by and among Gastar Exploration Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Schedule I hereto (each, a “Purchaser” and together, with their successors and permitted assigns, the “Purchasers”).
FIRST AMENDMENT OF PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 22nd, 2016 • Gastar Exploration Inc. • Crude petroleum & natural gas
This First Amendment of Purchase and Sale Agreement (the “Amendment”) dated November 18, 2016, is made by and between Gastar Exploration Inc., a Delaware corporation (“Seller”) and Red Bluff Resources Operating, LLC, a Delaware limited liability company (“Buyer”). Buyer and Seller are sometimes referred to herein, collectively, as the “Parties” and, individually, as a “Party.”
PERFORMANCE UNIT AWARD AGREEMENTPerformance Unit Award Agreement • March 12th, 2015 • Gastar Exploration Inc. • Crude petroleum & natural gas • Texas
This Agreement sets forth the terms of the agreement between you and the Company with respect to the Performance Units. By accepting this Agreement, you agree to be bound by all of the terms hereof.
Gastar Exploration USA, Inc. Series B Cumulative Preferred Securities UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2013 • Gastar Exploration USA, Inc. • Crude petroleum & natural gas • New York
Gastar Exploration USA, Inc., a Delaware corporation (the “Company”) and a direct subsidiary of Gastar Exploration Ltd., a Canadian corporation organized under the Business Corporation Act of Alberta, Canada (the “Parent”), proposes, subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 2,000,000 shares (the “Firm Securities”) of the Company’s Series B Preferred Stock, par value $0.01 per share (the “Preferred Stock”), in connection with the public offering (the “Offering”) and sale of such Firm Securities.
AMENDMENT NO. 9 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 20th, 2016 • Gastar Exploration Inc. • Crude petroleum & natural gas • New York
This Amendment No. 9 to Second Amended and Restated Credit Agreement ("Agreement") dated as of October 14, 2016 ("Effective Date"), is among Gastar Exploration Inc., a Delaware corporation ("Borrower"), the Lenders (as defined below) party hereto constituting the Required Lenders, and Wells Fargo Bank, National Association, as administrative agent for such Lenders (in such capacity, the "Administrative Agent"), as collateral agent (in such capacity, the "Collateral Agent"), as swing line lender (in such capacity, the "Swing Line Lender"), and as issuing lender (in such capacity, the "Issuing Lender").
UNAUDITED PRO FORMA FINANCIAL INFORMATIONGastar Exploration Inc. • March 15th, 2018 • Crude petroleum & natural gas
On January 23, 2018, Gastar Exploration Inc. (the “Company” or “Gastar”) entered into a definitive agreement of sale and purchase (the “Sale Agreement”), by and between the Company and Revolution Resources, LLC to divest its interest in the West Edmund Hunton Lime Unit (“WEHLU”) and adjacent undeveloped acreage for a cash purchase price of approximately $107.5 million, subject to certain adjustments and customary closing conditions, (the “WEHLU Sale”). The WEHLU Sale had an effective date of October 1, 2017 and was completed on February 28, 2018. After certain adjustments, net cash proceeds from the WEHLU Sale were approximately $98.8 million, subject to certain additional adjustments.
FIRST LIEN GUARANTY AGREEMENTFirst Lien Guaranty Agreement • December 24th, 2013 • Gastar Exploration USA, Inc. • Crude petroleum & natural gas • New York
THIS FIRST LIEN GUARANTY dated as of December 18, 2013 (this “Guaranty”), is between GASTAR EXPLORATION INC., a Delaware corporation (“Guarantor”) and Wells Fargo Bank, National Association, as collateral agent (in such capacity, the “Collateral Agent”), for the ratable benefit of itself, the Administrative Agent (as defined below), the Lenders (as defined below), the Issuing Lender (as defined below), the Swing Line Lender (as defined below), the Banking Service Providers (as defined in the Credit Agreement), and the Lender Swap Counterparties (as defined below) (together with the Collateral Agent, the Administrative Agent, the Issuing Lender, the Swing Line Lender, the Banking Service Providers, and the Lenders, individually a “Beneficiary”, and collectively, the “Beneficiaries”).
SETTLEMENT AGREEMENTSettlement Agreement • March 13th, 2014 • Gastar Exploration Inc. • Crude petroleum & natural gas • Delaware
This SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of March 12, 2014, by Gastar Exploration Inc., a Delaware corporation (the “Company”), on the one hand, and Global Undervalued Securities Master Fund L.P., a Delaware limited partnership (“Master Fund”), Kleinheinz Capital Partners, Inc., a Texas corporation (“Kleinheinz Inc.”), John B. Kleinheinz (“Kleinheinz”), and Fred N. Reynolds (“Reynolds” and collectively with Master Fund, Kleinheinz Inc., and Kleinheinz, the “Kleinheinz Group”), on the other hand. The Kleinheinz Group and the Company are each referred to herein as a “Party” and collectively, as the “Parties.”
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2018 • Gastar Exploration Inc. • Crude petroleum & natural gas
THIS AMENDMENT NO. 1 (this “Amendment”), is dated as of October 22, 2018 (the “Effective Date”) and amends the Employment Agreement (the “Agreement”) by and between Michael Gerlich (“Executive”) and Gastar Exploration Inc. (the “Company”) effective as of September 10, 2018. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
WAIVER AND AMENDMENT NO. 8 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 10th, 2016 • Gastar Exploration Inc. • Crude petroleum & natural gas • New York
This Waiver and Amendment No. 8 to Second Amended and Restated Credit Agreement ("Agreement") dated as of March 9, 2016 ("Amendment No. 8 Effective Date"), is among Gastar Exploration Inc., a Delaware corporation ("Borrower"), the Lenders (as defined below) party hereto constituting the Required Lenders, and Wells Fargo Bank, National Association, as administrative agent for such Lenders (in such capacity, the "Administrative Agent"), as collateral agent (in such capacity, the "Collateral Agent"), as swing line lender (in such capacity, the "Swing Line Lender"), as issuing lender (in such capacity, the "Issuing Lender").
CLOSING AGREEMENTClosing Agreement • May 5th, 2016 • Gastar Exploration Inc. • Crude petroleum & natural gas
This Closing Agreement (this “Agreement”) is made and entered into this 16th day of December, 2015, by and among HUSKY VENTURES, INC., an Oklahoma corporation (“Husky”), SILVERSTAR OF NEVADA, INC., a Nevada corporation (“Silverstar”), MAXIMUS EXPLORATION, LLC, an Oklahoma limited liability company (“Maximus”), and ATWOOD ACQUISITIONS, LLC, an Oklahoma limited liability company (“Atwood”, and together with Husky, Silverstar and Maximus, collectively, “Sellers” and each, a “Seller”) and GASTAR EXPLORATION INC., a Delaware corporation (“Buyer”). Capitalized terms used herein that are not otherwise defined herein shall have the meaning ascribed to such terms in the PSA.
OPERATING AGREEMENT OF GASTAR EXPLORATION LLCOperating Agreement • January 22nd, 2019 • Gastar Exploration Inc. • Crude petroleum & natural gas • Delaware
This OPERATING AGREEMENT (this “Agreement”) of Gastar Exploration LLC (the “Company”) is made and entered into as of January 22, 2019, by Gastar Holdco LLC, a Delaware limited liability company (the “Sole Member”) and Gastar Topco Holdings LLC, a Delaware limited liability company (the “Manager”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2018 • Gastar Exploration Inc. • Crude petroleum & natural gas
THIS AMENDMENT NO. 1 (this “Amendment”), is dated as of October 22, 2018 (the “Effective Date”) and amends the Employment Agreement (the “Agreement”) by and between Stephen Roberts (“Executive”) and Gastar Exploration Inc. (the “Company”) effective as of September 7, 2018. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
WAIVERWaiver • May 16th, 2016 • Gastar Exploration Inc. • Crude petroleum & natural gas • New York
This Waiver dated as of May 10, 2016 ("Waiver Effective Date"), is among Gastar Exploration Inc., a Delaware corporation ("Borrower"), the Lenders (as defined below) party hereto constituting the Required Lenders, and Wells Fargo Bank, National Association, as administrative agent for such Lenders (in such capacity, the "Administrative Agent"), as collateral agent (in such capacity, the "Collateral Agent"), as swing line lender (in such capacity, the "Swing Line Lender"), as issuing lender (in such capacity, the "Issuing Lender").
CLOSING AGREEMENTClosing Agreement • November 22nd, 2016 • Gastar Exploration Inc. • Crude petroleum & natural gas
This Closing Agreement (this “Agreement”), dated as of November 18, 2016, is made and entered into by and between Gastar Exploration Inc., a Delaware corporation (“Seller”), and Red Bluff Resources Operating, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are collectively referred to herein as the “Parties” and each, individually, as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2014 • Gastar Exploration Inc. • Crude petroleum & natural gas
This Employment Agreement (“Agreement”) is made and entered into by and between Gastar Exploration Inc. a Delaware corporation (the “Company”) and Michael McCown (“Employee”), dated as of June 19, 2014 (the “Effective Date”).
SECOND AMENDMENT OF PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 22nd, 2016 • Gastar Exploration Inc. • Crude petroleum & natural gas
This Second Amendment of Purchase and Sale Agreement (the “Amendment”) dated November 18, 2016, is made by and between Gastar Exploration Inc., a Delaware corporation (“Seller”) and Red Bluff Resources Operating, LLC, a Delaware limited liability company (“Buyer”). Buyer and Seller are sometimes referred to herein, collectively, as the “Parties” and, individually, as a “Party.”
Amendment to the Rights AgreementRights Agreement • May 16th, 2016 • Gastar Exploration Inc. • Crude petroleum & natural gas
This Amendment to the Rights Agreement, by Gastar Exploration Inc., a Delaware corporation (the “Company”), is dated as of May 11, 2016 (this “Amendment”).
GASTAR EXPLORATION INC., THE GUARANTOR LISTED ON THE SIGNATURE PAGES HEREOF and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee and Collateral Trustee INDENTURE Dated as of March 3, 2017 Convertible Notes due 2022Indenture • March 7th, 2017 • Gastar Exploration Inc. • Crude petroleum & natural gas • New York
INDENTURE, dated as of March 3, 2017, among Gastar Exploration Inc., a Delaware corporation, as issuer (the “Company”), the Guarantor (as defined herein) listed on the signature pages hereof and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).
CREDIT AGREEMENT dated as of January 22, 2019 between GASTAR MIDCO HOLDINGS LLC, as Borrower, and AF V ENERGY I HOLDINGS, L.P., as LenderCredit Agreement • January 22nd, 2019 • Gastar Exploration Inc. • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT, dated as of January 22, 2019, is between GASTAR MIDCO HOLDINGS LLC, a Delaware limited liability company, as Borrower and AF V Energy I Holdings, L.P., as Lender.
Restructuring Support AgreementTransfer Agreement • October 29th, 2018 • Gastar Exploration Inc. • Crude petroleum & natural gas • New York
This Restructuring Support Agreement (this agreement, including all exhibits and schedules attached hereto, as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”)1 is made and entered into as of October 26, 2018, by and among the following parties (each of the parties described in Sub-Clauses (i), (ii), and (iii), a “Party” and, collectively, the “Parties”):
