MODIFICATION AGREEMENTModification Agreement • February 15th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells • New York
This Modification Agreement, dated as of February 9, 2012 (the “Agreement”), sets forth the agreement of American Standard Energy Corp., a Delaware corporation (the “Company”), and the parties identified as “Holders” on the signature page hereto (the “Holders”). Defined terms not otherwise defined herein shall have the meanings set forth in the Series B Warrant (as defined below).
SECURITY AGREEMENTSecurity Agreement • February 15th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of February 9, 2012, between ASEN 2, CORP., a Delaware corporation (the “Company”) and PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD., a Cayman Islands corporation (“Opportunities”) and PWCM MASTER FUND LTD., a Cayman Islands corporation, (“PWCM”; and together with each of their respective successors and assigns, Opportunities and PWCM, collectively, the “Secured Party”).
GUARANTYGuaranty • February 15th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells • New York
This GUARANTY, dated as of February 9, 2012 (the “Guaranty”), is executed and delivered by AMERICAN STANDARD ENERGY CORP., a Delaware corporation (the “Guarantor”) in favor of PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD., a Cayman Islands corporation (“Opportunities”) and PWCM MASTER FUND LTD., a Cayman Islands corporation, (“PWCM”; and in their collective capacity as the Investor under the Note and Warrant Purchase Agreement (as defined below) and together with each of their respective successors and assigns, Opportunities and PWCM, collectively, the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells • New York
This Agreement is made pursuant to the Note and Warrant Purchase Agreement dated as of February 9, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among the Company, ASEN 2, Corp., a Delaware corporation and the Investors.
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of February 9, 2012 by and among ASEN 2, CORP., (as the “Company”) and AMERICAN STANDARD ENERGY CORP., (as the “Guarantor”) and PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD. and PWCM MASTER FUND LTD. (as...Note and Warrant Purchase Agreement • February 15th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells • New York
This NOTE AND WARRANT PURCHASE AGREEMENT, dated as of February 9, 2012 (this “Agreement”), is by and among ASEN 2, CORP., a Delaware corporation (the “Company”), AMERICAN STANDARD ENERGY CORP., a Delaware corporation (the “Guarantor”), and PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD., a Cayman Islands corporation (“Opportunities”) and PWCM MASTER FUND LTD., a Cayman Islands corporation, (“PWCM” and together with Opportunities, collectively, the “Investor”).
AGREEMENT AND CONSENTAgreement and Consent • February 15th, 2012 • American Standard Energy Corp. • Drilling oil & gas wells • New York
This Agreement and Consent dated February 9, 2012 (the “Agreement and Consent”) is being entered into by and between American Standard Energy Corp., a Delaware corporation (the “Company”) and the holders of at least two-thirds of the Shares purchased as of the Closing Date pursuant to the Securities Purchase Agreement (the “SPA”) dated as of February 1, 2011 (the “Holders”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms as set forth in the SPA.
