REGISTRATION RIGHTS AGREEMENT Dated as of May 11, 2011 by and among MILAGRO OIL & GAS, INC., THE GUARANTORS LISTED ON SCHEDULE I HERETO, CREDIT SUISSE SECURITIES (USA) LLC, and WELLS FARGO SECURITIES, LLCRegistration Rights Agreement • October 27th, 2011 • Milagro Oil & Gas, Inc. • New York
This Agreement is made pursuant to the Purchase Agreement, dated May 4, 2011 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Purchasers. In order to induce the Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Purchasers set forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of May 11, 2011, among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee, relating to the Initial Notes and the Exchange Notes (the “Indenture”).
COMPANY AGREEMENT OF MILAGRO MID-CONTINENT LLC A Delaware Limited Liability CompanyCompany Agreement • October 27th, 2011 • Milagro Oil & Gas, Inc. • Delaware
THIS COMPANY AGREEMENT OF MILAGRO MID-CONTINENT LLC (this “Agreement”), dated as of the 9th day of August, 2010, is adopted, executed and agreed to by the sole Member (as defined below).
COMPANY AGREEMENT OF MILAGRO PRODUCING, LLC A Delaware Limited Liability CompanyCompany Agreement • October 27th, 2011 • Milagro Oil & Gas, Inc. • Delaware
THIS COMPANY AGREEMENT OF MILAGRO PRODUCING, LLC (this “Agreement”), dated as of the 2nd day of November, 2007, is adopted, executed and agreed to by the sole Member (as defined below).
AGREEMENT AND PLAN OF CONVERSIONAgreement and Plan of Conversion • October 27th, 2011 • Milagro Oil & Gas, Inc.
THIS AGREEMENT AND PLAN OF CONVERSION (this “Agreement”) is entered into as of the 8th day of October, 2009, by and between Milagro Mezz, LLC, a Delaware limited liability company (both the “LLC” and “Converting Entity”), and Milagro Holdings, LLC, a Delaware limited liability company and the sole member of the LLC (the “Member”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 27th, 2011 • Milagro Oil & Gas, Inc.
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 30, 2007, by and between Milagro Development GP, LLC, a Delaware limited liability company (“GP LLC”), Milagro Development I, LP, a Delaware limited partnership (“Development”), and Milagro Producing, LLC, a Delaware limited liability company (“Producing”). GP LLC, Development and Producing are hereinafter collectively referred to as the “Merging Entities.”
STOCKHOLDERS’ AGREEMENT of MILAGRO MEZZ, INC. Dated as of January 13, 2010Stockholders’ Agreement • October 27th, 2011 • Milagro Oil & Gas, Inc.
This STOCKHOLDERS’ AGREEMENT (the “Agreement”) of Milagro Mezz, Inc., a Delaware corporation (the “Company”), dated as of January 13, 2010, is entered into by and among those persons listed on Schedule A as stockholders of the Company (together with any Person that is admitted as stockholder of the Company from time to time, a “Stockholder” and collectively, the “Stockholders”).
300,000,000 AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of May 11, 2011, among MILAGRO EXPLORATION, LLC and MILAGRO PRODUCING, LLC, as Borrowers MILAGRO OIL & GAS, INC., as a Guarantor, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS...First Lien Credit Agreement • October 27th, 2011 • Milagro Oil & Gas, Inc. • New York
THIS AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of May 11, 2011, is among (a) MILAGRO EXPLORATION, LLC, a Delaware limited liability company (“Milagro Exploration”), and MILAGRO PRODUCING, LLC, a Delaware limited liability company (“Milagro Producing”; together with Milagro Exploration, the “Borrowers” and individually, a “Borrower”), (b) MILAGRO OIL & GAS, INC., a Delaware corporation (the “Holdco Guarantor”), (c) the various financial institutions and other Persons from time to time parties hereto (the “Lenders”), and (d) WELLS FARGO BANK, N.A. (“Wells Fargo”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as the issuing lender of letters of credit hereunder (in such capacity, the “Issuer”), and as the swing line lender (in such capacity, the “Swing Line Lender”).
FIRST AMENDMENT TO THE STOCKHOLDERS’ AGREEMENT OF MILAGRO MEZZ, INC.Stockholders’ Agreement • October 27th, 2011 • Milagro Oil & Gas, Inc.
This First Amendment (this “Amendment”) to the Stockholders’ Agreement (the “Agreement”) of Milagro Mezz, Inc. (the “Company”) is made and entered into effective as of August 30, 2010 (the “Effective Date”). Capitalized terms used, but not defined, herein shall have the meaning given such term in the Agreement.
MONITORING AGREEMENTMonitoring Agreement • October 27th, 2011 • Milagro Oil & Gas, Inc.
This Monitoring Agreement (the “Agreement”) is entered into as of November 30, 2007, by and among Milagro Holdings, LLC, a Delaware limited liability (the “Company,” and together with its direct and indirect subsidiaries, the “Companies”) and Acon Funds Management, L.L.C., a Delaware limited liability company, and its affiliates and designees (“Acon”), Guggenheim Corporate Funding, LLC, a Delaware limited liability company, and its affiliates and designees (“Guggenheim”) and West Coast Energy Management Partners LLC, a Delaware limited liability company, and its affiliates and designees (“West Coast Energy”). Acon, Guggenheim and West Coast Energy shall collectively be referred to as the “Managers” and each and individually as a “Manager.”
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 27th, 2011 • Milagro Oil & Gas, Inc.
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 30, 2007, by and between Milagro Exploration, LP, a Delaware limited partnership (“Exploration LP”), and Milagro Exploration II, LLC, a Delaware limited liability company (“Exploration LLC”). Exploration LP and Exploration LLC are hereinafter collectively referred to as the “Merging Entities.”
FIRST AMENDMENT TO COMPANY AGREEMENT OF MILAGRO EXPLORATION II, LLCCompany Agreement • October 27th, 2011 • Milagro Oil & Gas, Inc.
THIS FIRST AMENDMENT (this “Amendment”) to the Company Agreement (the “Agreement”) of Milagro Exploration II, LLC (the “Company”) is entered into as of November 30, 2007, by Milagro Mezz, LLC, a Delaware limited liability company and the sole member of the Company. Capitalized terms used but not defined in this Amendment have the meaning given them in the Agreement.
