GUARANTY AND COLLATERAL AGREEMENT dated as of September 2, 2008 made by ABC FUNDING, INC. and EACH OF THE OTHER GRANTORS (AS DEFINED HEREIN) in favor of CIT CAPITAL USA INC., as Administrative AgentGuaranty and Collateral Agreement • September 9th, 2008 • ABC Funding, Inc • Crude petroleum & natural gas • Texas
This GUARANTY AND COLLATERAL AGREEMENT, dated as of September 2, 2008, is made by ABC Funding, Inc., a Nevada corporation (the “Borrower”), and each of the signatories hereto (the Borrower and each of the signatories hereto, together with any Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, the “Grantors”) in favor of CIT Capital USA Inc., 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 Credit Agreement, dated as of September 2, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Administrative Agent and the Lenders.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD,...ABC Funding, Inc • September 9th, 2008 • Crude petroleum & natural gas • Texas
THIS CERTIFIES THAT, for value received, CIT Capital USA Inc., a Delaware corporation, or its registered and permitted assigns, (“CIT”) is entitled, at any time and from time to time commencing on the Initial Exercise Date and prior to the Expiration Date (as hereinafter defined), to purchase from ABC Funding, Inc., a Nevada corporation (the “Company”), an aggregate of 24,199,996 shares (“Warrant Grant”) of common stock, par value $0.001 per share, of the Company (the “Shares”), which Warrant Grant is equal to twenty-seven and one-half percent (27.50%) of the Fully Diluted Outstanding Shares as of the date hereof (subject to adjustment as provided herein), in whole or in part, at a purchase price of thirty-five cents ($0.35) per Share (the “Exercise Price”), all on the terms and conditions and pursuant to the provisions hereinafter set forth.
Credit Agreement Dated as of September 2, 2008 among ABC Funding, Inc., as Borrower, CIT Capital USA Inc., as Administrative Agent, and The Lenders Party Hereto Sole Lead Arranger and Sole Bookrunner CIT Capital Securities LLCCredit Agreement • September 9th, 2008 • ABC Funding, Inc • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT dated as of September 2, 2008, is among ABC Funding, Inc., a corporation duly formed and existing under the laws of the State of Nevada (the “Borrower”); each of the Lenders from time to time party hereto and CIT Capital USA Inc. (in its individual capacity, “CIT”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
SECOND AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENTStock Purchase and Sale Agreement • September 9th, 2008 • ABC Funding, Inc • Crude petroleum & natural gas • Texas
THIS SECOND AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENT (“Second Amendment”) is executed as of the 2nd day of September, 2008, by Voyager Gas Holdings, L.P., a Texas limited partnership (“Seller”), Voyager Gas Corporation, a Delaware corporation (the “Company”), and ABC Funding, Inc., a Nevada corporation (“Buyer”).
WARRANT ABC FUNDING, INC.Warrant • September 9th, 2008 • ABC Funding, Inc • Crude petroleum & natural gas • Texas
THIS WARRANT (the “Warrant”) certifies that, for value received, Global Hunter Securities, LP (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after effective date of the Charter Amendment (as defined in Section 3 hereof) in the State of Nevada (the “Initial Exercise Date”) and on or prior to the close of business on the 5-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ABC Funding, Inc., a Nevada corporation (the “Company”), up to 225,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
Second Lien Term Loan Agreement Dated as of September 2, 2008 among ABC Funding, Inc., as Borrower, CIT Capital USA Inc., as Administrative Agent, and The Lenders Party Hereto Sole Lead Arranger and Sole Bookrunner CIT Capital Securities LLCSecond Lien Term Loan Agreement • September 9th, 2008 • ABC Funding, Inc • Crude petroleum & natural gas • Texas
THIS SECOND LIEN TERM LOAN AGREEMENT dated as of September 2, 2008, is among ABC Funding, Inc., a corporation duly formed and existing under the laws of the State of Nevada (the “Borrower”), each of the Lenders from time to time party hereto and CIT Capital USA Inc. (in its individual capacity, “CIT”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
Registration Rights AgreementRegistration Rights Agreement • September 9th, 2008 • ABC Funding, Inc • Crude petroleum & natural gas • Texas
This Registration Rights Agreement (the "Agreement") is made and entered into as of September 2, 2008 (the "Closing Date") by and among ABC Funding, Inc., a Nevada corporation (the "Company") and Voyager Gas Holdings, L.P., a Texas limited partnership (the “Shareholder”) and CIT Capital USA Inc., a Delaware corporation (“CIT”).
SECOND LIEN GUARANTY AND COLLATERAL AGREEMENT dated as of September 2, 2008 made by ABC FUNDING, INC. and EACH OF THE OTHER GRANTORS (AS DEFINED HEREIN) in favor of CIT CAPITAL USA INC., as Administrative AgentAssumption Agreement • September 9th, 2008 • ABC Funding, Inc • Crude petroleum & natural gas • Texas
This SECOND LIEN GUARANTY AND COLLATERAL AGREEMENT, dated as of September 2, 2008, is made by ABC Funding, Inc., a Nevada corporation (the “Borrower”) and each of the signatories hereto (the Borrower and each of the signatories hereto, together with any Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, the “Grantors”) in favor of CIT Capital USA Inc., 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 Second Lien Term Loan Agreement, dated as of September 2, 2008 (as amended, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among the Borrower, the Administrative Agent and the Lenders.
NOTENote • September 9th, 2008 • ABC Funding, Inc • Crude petroleum & natural gas • Texas
PAYMENT OF THIS INSTRUMENT SHALL, TO THE EXTENT SET FORTH IN INTERCREDITOR AGREEMENT DATED SEPTEMBER 2, 2008 BY AND AMONG ABC FUNDING, INC., AS BORROWER, CIT CAPITAL USA INC., IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR THE SENIOR INDEBTEDNESS, CIT CAPITAL USA INC., IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR THE SECOND LIEN OBLIGATIONS AND OTHER PARTIES THERETO (THE “INTERCREDITOR AGREEMENT”), BE SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF ALL SENIOR INDEBTEDNESS, THE PROVISIONS OF SUCH INTERCREDITOR AGREEMENT BEING INCORPORATED HEREIN AND BY THIS REFERENCE BEING MADE A PART HEREOF.
NOTEABC Funding, Inc • September 9th, 2008 • Crude petroleum & natural gas
This Note is one of the Notes referred to in the Credit Agreement dated as of September 2, 2008 among the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement.
INTERCREDITOR AGREEMENT Dated as of September 2, 2008 by and among ABC Funding, Inc. as Borrower, SUBSIDIARIES OF ABC Funding, Inc., from time to time party hereto, CIT Capital USA Inc., as First Lien Administrative Agent and CIT CAPITAL USA INC., as...Intercreditor Agreement • September 9th, 2008 • ABC Funding, Inc • Crude petroleum & natural gas • Texas
This Intercreditor Agreement is made as of September 2, 2008 (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), by and among ABC Funding, Inc., a Nevada corporation (the “Borrower”); the Subsidiaries of the Borrower which are parties hereto; CIT Capital USA Inc., a Delaware corporation, in its capacity as administrative agent for and on behalf of the First Lien Lenders (as defined below) (together with its successors and assigns in such capacity from time to time, the “First Lien Administrative Agent”); and CIT Capital USA Inc., a Delaware corporation, in its capacity as administrative agent for and on behalf of the Second Lien Lenders (as defined below) (together with its successors and assigns in such capacity from time to time, the “Second Lien Administrative Agent”).
FIRST AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENTStock Purchase and Sale Agreement • September 9th, 2008 • ABC Funding, Inc • Crude petroleum & natural gas • Texas
THIS FIRST AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENT (“First Amendment”) is executed as of August 15, 2008, by Voyager Gas Holdings, L.P., a Texas limited partnership (“Seller”), Voyager Gas Corporation, a Delaware corporation (the “Company”), and ABC Funding, Inc., a Nevada corporation (“Buyer”).
