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”).
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:
RESIGNATION, CONSENT AND APPOINTMENT AGREEMENT AND AMENDMENT AGREEMENT (GASTAR EXPLORATION USA, INC.)Resignation, Consent and Appointment Agreement • May 15th, 2013 • Gastar Exploration USA, Inc. • Crude petroleum & natural gas • Texas
This Resignation, Consent and Appointment Agreement and Amendment Agreement (this “Agreement”), dated as of May 13, 2013 but deemed executed and effective immediately after the effectiveness of that certain Assignment Agreement of even date herewith (the “Effective Date”), is entered into by and among GASTAR EXPLORATION USA, INC., a Delaware corporation (the “Borrower”), GASTAR EXPLORATION, LTD., an Alberta, Canada corporation (the “Parent”), GASTAR EXPLORATION NEW SOUTH WALES, INC., a Michigan corporation (“Gastar New South Wales”), GASTAR EXPLORATION TEXAS, INC., a Michigan corporation (“Gastar Texas Inc”), GASTAR EXPLORATION TEXAS, LP, a Delaware limited partnership (“Gastar Texas LP”), and GASTAR EXPLORATION TEXAS LLC, a Delaware limited liability company (“Gastar Texas LLC”, and the Parent, Gastar New South Wales, Gastar Texas Inc, Gastar Texas LP and Gastar Texas LLC, collectively, the “Guarantors”), AMEGY BANK NATIONAL ASSOCIATION, a national banking association (“Amegy”), in it
