Cadence Resources Corp Sample Contracts

EXHIBIT 10.2
Securities Purchase Agreement • February 2nd, 2005 • Cadence Resources Corp • Metal mining • New York
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AGREEMENT
Agreement • February 2nd, 2005 • Cadence Resources Corp • Metal mining
RECITALS
Note Purchase Agreement • March 31st, 2006 • Cadence Resources Corp • Metal mining • New York
FIRST AMENDMENT TO
Credit Agreement • August 7th, 2006 • Aurora Oil & Gas CORP • Crude petroleum & natural gas • Texas
By and Between
Asset Purchase Agreement • March 31st, 2006 • Cadence Resources Corp • Metal mining • Michigan
EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 31, 2005 BY AND AMONG CADENCE RESOURCES CORPORATION, AURORA ACQUISITION CORP.,
Agreement and Plan of Merger • February 2nd, 2005 • Cadence Resources Corp • Metal mining • Nevada
AGREEMENT
Agreement • January 13th, 2004 • Cadence Resources Corp • Metal mining • Texas
WITNESSETH:
Purchase Agreement • December 24th, 1997 • Royal Silver Mines Inc • Metal mining
Asset Purchase Agreement
Asset Purchase Agreement • October 27th, 2006 • Aurora Oil & Gas CORP • Crude petroleum & natural gas • Michigan

This Asset Purchase Agreement (“Agreement”) is made on October 6, 2006, between Bach Services & Manufacturing Company, L.L.C., a Michigan limited liability company (“Buyer”), Aurora Oil & Gas Corporation, a Utah corporation, whose address is 4110 Copper Ridge Drive, Suite 100, Traverse City, MI 49684 (“Aurora”), Bach Enterprises, Inc., a Michigan corporation, whose address is 2777 Lynx Lane, Kingsley, Michigan 49659 (“Seller”), and Richard Bach and Robin Bach, who are the sole shareholders of Seller (“Shareholders”).

INTERCREDITOR AGREEMENT
Intercreditor Agreement • August 22nd, 2007 • Aurora Oil & Gas CORP • Crude petroleum & natural gas • Texas

This INTERCREDITOR AGREEMENT is dated as of August 20, 2007, and entered into among Aurora Oil & Gas Corporation, a Utah corporation (“Borrower”), the other parties hereto as Guarantors (together with the Borrower, the “Obligors”), BNP Paribas, in its capacity as administrative agent for the Senior Indebtedness (including its successors and assigns from time to time, the “Senior Indebtedness Representative”), the Term Lenders party hereto, each acting in its individual capacity as a lender under the Second Lien Term Loan Agreement, and BNP Paribas, in its capacity as administrative agent for the Subordinated Obligations (including its successors and assigns from time to time, the “Term Administrative Agent”).

FORM OF CHANGE IN CONTROL AGREEMENT
Form of Change in Control Agreement • May 7th, 2008 • Aurora Oil & Gas CORP • Crude petroleum & natural gas • Michigan

THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made and entered into as of _______________, 2008, by and between Aurora Oil & Gas Corporation, a Utah corporation (“AOG” or the “Company”), and _______________ (the “Executive”).

DEBTOR-IN-POSSESSION GUARANTY AND COLLATERAL AGREEMENT DATED AS OF OCTOBER 6, 2009 MADE BY AURORA OIL & GAS CORPORATION AND EACH OF THE OTHER OBLIGORS PARTY HERETO IN FAVOR OF BNP PARIBAS, AS ADMINISTRATIVE AGENT
Collateral Agreement • October 9th, 2009 • Aurora Oil & Gas CORP • Crude petroleum & natural gas • Texas

This DEBTOR-IN-POSSESSION GUARANTY AND COLLATERAL AGREEMENT is dated as of October 6, 2009 made by Aurora Oil & Gas Corporation, a Utah corporation and a debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “Borrower”), Hudson Pipeline & Processing Co. L.L.C., a Michigan limited liability company and a debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Hudson”), and any other signatories hereto (Hudson and Borrower, together with any other Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, are referred to herein collectively as the “Obligors”), in favor of BNP Paribas, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), for the banks and other financial institutions (the “Lenders”) from time to time parties to the Debtor-In-Possession Credit Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the “C

SECOND AMENDMENT TO CREDIT AGREEMENT Among AURORA ANTRIM NORTH, L.L.C. as Borrower, AURORA ENERGY, LTD. AND AURORA OIL & GAS CORPORATION, as Guarantors, BNP PARIBAS, as Administrative Agent, and The Lenders Signatory Hereto Effective as of December...
Credit Agreement • March 15th, 2007 • Aurora Oil & Gas CORP • Crude petroleum & natural gas • Texas

This Second Amendment to Credit Agreement (this “Second Amendment”) executed effective as of the 21st of December, 2006 (the “Second Amendment Effective Date”) is among Aurora Antrim North, L.L.C., a Michigan limited liability company (the “Borrower”); each of Aurora Energy, Ltd., a Nevada corporation and Aurora Oil & Gas Corporation (formerly known as Cadence Resources Corporation), a Utah corporation (the “Guarantors”, and together with the Borrower, the “Obligors”); each of the Lenders that is a signatory hereto; and BNP Paribas, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).

INTEGRATED ENVIRONMENTAL TECHNOLOGIES TECHNOLOGY LICENSING AGREEMENT NO. 9801
Integrated Environmental Technologies Technology Licensing Agreement • February 16th, 1999 • Royal Silver Mines Inc • Metal mining
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24,000,000 Shares Aurora Oil & Gas Corporation Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 27th, 2006 • Aurora Oil & Gas CORP • Crude petroleum & natural gas • New York

___, 2006 Johnson Rice & Company L.L.C. As Representatives of the Several Underwriters c/o Johnson Rice & Company L.L.C. 639 Loyola Avenue, Suite 2775 New Orleans, Louisiana 70113 RE: Aurora Oil & Gas Corporation (the “Company”)

FORBEARANCE AGREEMENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT
Forbearance Agreement • June 12th, 2008 • Aurora Oil & Gas CORP • Crude petroleum & natural gas
FIRST AMENDED AND RESTATED NOTE PURCHASE AGREEMENT by and between AURORA ANTRIM NORTH, LLC, as Issuer, AURORA ENERGY, LTD. and TCW ASSET MANAGEMENT COMPANY, in the capacities described herein, TCW ENERGY FUND X - NL, L.P., TCW ENERGY FUND XB - NL,...
Note Purchase Agreement • December 29th, 2005 • Cadence Resources Corp • Metal mining • New York

THIS FIRST AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of December 8, 2005, and is being entered into by and among Aurora Antrim North, LLC, a Michigan limited liability company (the “Issuer”); Aurora Energy, Ltd., a Nevada corporation (“Aurora”); TCW Energy Fund X - NL, L.P., a California limited partnership (“Fund X - NL”); TCW Energy Fund XB - NL, L.P., a California limited partnership (“Fund XB - NL”); TCW Energy Fund XC - NL, L.P., a California limited partnership (“Fund XC - NL”); TCW Energy Fund XD - NL, L.P., a California limited partnership (“Fund XD - NL”); TCW Asset Management Company (“Tamco”), a California corporation, as Investment Manager under the Amended and Restated Investment Management and Custody Agreement dated as of December 3, 2003 among Ensign Peak Advisors, Inc. and others; Tamco as Investment Manager under the Amended and Restated Investment Management and Custody Agreement dated as of March 18, 2004 among ING Life Insurance an

Form Letter for Retention Bonus Agreement
Aurora Oil & Gas CORP • October 29th, 2007 • Crude petroleum & natural gas

The Company recognizes that the possibility of Change in Control can create uncertainty and distraction among the employees, which may work to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company has determined that appropriate steps should be taken to encourage and incent you to remain in the employ of the Company through any Change in Control of the Company. A “Change in Control” is as defined in Exhibit A to this letter.

RUBICON MASTER FUND c/o Rubicon Fund Management, LLP 103 Mount Street London W1K2TJ England
Underwriting Agreement • October 27th, 2006 • Aurora Oil & Gas CORP • Crude petroleum & natural gas • New York
BNP PARIBAS
Paribas • October 9th, 2009 • Aurora Oil & Gas CORP • Crude petroleum & natural gas

Reference is made to the Debtor-In-Possession Credit Agreement, date as of October 6, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Aurora Oil & Gas Corporation (“Aurora”), as borrower, Hudson Pipeline & Processing Co., LLC, the lenders party thereto (collectively, the "Lenders"), and BNP Paribas, in as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as sole lead arranger (in such capacity, the “Arranger”). Capitalized terms used but not defined herein shall have the respective meaning given to them in the Credit Agreement. This letter agreement (“Fee Letter”) contains the agreement referenced in Section 3.5(c) of the Credit Agreement.

Contract
LLC Membership Interest Purchase Agreement • October 27th, 2006 • Aurora Oil & Gas CORP • Crude petroleum & natural gas • Michigan

This LLC Membership Interest Purchase Agreement (“Agreement”) is made on October 6, 2006, between Bach Services & Manufacturing Company, L.L.C., a Michigan limited liability company (“Buyer”), Aurora Oil & Gas Corporation, a Utah corporation, whose address is 4110 Copper Ridge Drive, Suite 100, Traverse City, MI 49684 (“Aurora”), and Richard Bach and Robin Bach, whose address is 2962 U.S. 31 South, South Boardman, Michigan 49684 (“Sellers”).

THIRD AMENDMENT TO CREDIT AGREEMENT AMONG AURORA ANTRIM NORTH, L.L.C. as Borrower, AURORA ENERGY, LTD. AND AURORA OIL & GAS CORPORATION, as Guarantors, BNP PARIBAS, as Administrative Agent, and The Lenders Signatory Hereto Effective as of June 20, 2007
Credit Agreement • August 9th, 2007 • Aurora Oil & Gas CORP • Crude petroleum & natural gas • Texas

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) executed effective as of June 20, 2007 (the “Third Amendment Effective Date”) is among AURORA ANTRIM NORTH, L.L.C., a Michigan limited liability company (the “Borrower”); each of AURORA ENERGY, LTD., a Nevada corporation and AURORA OIL & GAS CORPORATION (formerly known as Cadence Resources Corporation), a Utah corporation (the “Guarantors”, and together with the Borrower, the “Obligors”); each of the Lenders that is a signatory hereto; and BNP Paribas, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).

Cadence Resources Closes New Albany Shale Land Deal Friday February 3, 2006
Cadence Resources Corp • February 3rd, 2006 • Metal mining

Traverse City, MI: On February 1, 2006, Cadence Resources Corporation (OTCBB: CDNR), through its affiliate Aurora Energy, Ltd., completed a transaction involving the acquisition of 64,000 acres of prospective New Albany Shale acreage in the Wabash Project. Aurora then sold half of its interest in its accumulated 95,000 acre lease position in the Wabash Project to an affiliate of Rex Energy Operating Corporation. The acreage gain to Cadence is 17,300 net acres in the transaction.

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