the
Secured Hedge Parties (but subject to the terms of the Loan Documents, including
provisions thereof relating to the application and priority of payments to the
Persons entitled thereto) in respect of any Secured Hedging Obligations. Except
as expressly provided herein or in the Hedge Intercreditor Agreement, no Secured
Hedge Party shall have any voting rights under any Loan Document as a result of
the existence of Secured Hedging Obligations owed to it.
Section 10.18.
INTERCREDITOR AGREEMENTS.
(a)
EACH LENDER HEREBY (I) INSTRUCTS AND AUTHORIZES THE ADMINISTRATIVE
AGENT TO EXECUTE AND DELIVER THE HEDGE INTERCREDITOR AGREEMENT ON ITS BEHALF,
(II) AUTHORIZES AND DIRECTS THE ADMINISTRATIVE AGENT TO EXERCISE ALL OF THE
ADMINISTRATIVE AGENT'S RIGHTS AND TO COMPLY WITH ALL OF ITS OBLIGATIONS UNDER
THE HEDGE INTERCREDITOR AGREEMENT, (III) AGREES THAT THE ADMINISTRATIVE AGENT
MAY TAKE ACTIONS ON ITS BEHALF AS IS CONTEMPLATED BY THE TERMS OF THE HEDGE
INTERCREDITOR AGREEMENTS, AND (IV) UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT AT
ALL TIMES FOLLOWING THE EXECUTION AND DELIVERY OF THE HEDGE INTERCREDITOR
AGREEMENT SUCH LENDER (AND EACH OF ITS SUCCESSORS AND ASSIGNS) SHALL BE BOUND BY
THE TERMS THEREOF.
(b)
EACH LENDER ACKNOWLEDGES THAT IT HAS REVIEWED AND IS SATISFIED WITH
THE TERMS AND PROVISIONS OF THE HEDGE INTERCREDITOR AGREEMENT AND ACKNOWLEDGES
AND AGREES THAT SUCH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND
REVIEW OF THE HEDGE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS
THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES
ANY REPRESENTATION TO ANY LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE
PROVISIONS CONTAINED IN THE HEDGE INTERCREDITOR AGREEMENT.
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99
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
BORROWER:
SAMSON OIL AND GAS USA, INC., a Colorado corporation
By:
Name: Terry Barr
Title: President, Treasurer and Chief Executive Officer
Signature Page to Credit Agreement
ADMINISTRATIVE AGENT:
AEP I FINCO LLC
By:
Name: James Avery
Title: President
Signature Page to Credit Agreement
LENDER:
AEP I FINCO LLC
By:
Name: James Avery
Title:
President
Signature Page to Credit Agreement
Maximum Loan Amounts
Lender
Pro Rata Share
Maximum Loan
Amount
AEP I FINCO LLC
100%
$33,500,000
TOTAL
100%
$33,500,000
Schedule I to Credit Agreement
EXHIBIT A
Form of Assignment Agreement
This Assignment Agreement (the "Assignment") is dated as of the Effective Date
set forth below and is entered into by and between [Insert name of Assignor]
(the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as it may be amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), receipt of a copy
of which is hereby acknowledged by the Assignee. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment