each case
whether now or hereafter existing or in which the undersigned now has or
hereafter acquires an interest and wherever the same may be located and
(iv) delivers to the Administrative Agent supplements to all schedules attached
to the Security Agreement. All such Collateral shall be deemed to be part of the
"Collateral" and hereafter subject to each of the terms and conditions of the
Security Agreement.
Section 2. The undersigned agrees from time to time, upon request of the
Administrative Agent, to take such additional actions and to execute and deliver
such additional documents and instruments as the Administrative Agent may
reasonably request to effect the transactions contemplated by, and to carry out
the intent of, this Counterpart Agreement. Neither this Counterpart Agreement
nor any term hereof may be changed, waived, discharged or terminated, except by
an instrument in writing signed by the party (including, if applicable, any
party required to evidence its consent to or acceptance of this Counterpart
Agreement) against whom
GASTAR EXPLORATION INC. CREDIT AGREEMENT - EXHIBIT C - PAGE 1
enforcement of such change, waiver, discharge or termination is sought. Any
notice or other communication herein required or permitted to be given shall be
given pursuant to Section 11.01 of the Credit Agreement, and for all purposes
thereof, the notice address of the undersigned shall be the address as set forth
on the signature page hereof. In case any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.
THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES THEREOF.
GASTAR EXPLORATION INC. CREDIT AGREEMENT - EXHIBIT C - PAGE 2
IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be
duly executed and delivered by its duly authorized officer as of the date above
first written.
[NAME OF SUBSIDIARY] By:
Name:
Title:
Address for Notices:
Attention:
Telecopier:
with a copy to:
Attention:
Telecopier:
ACKNOWLEDGED AND ACCEPTED,
as of the date above first written:
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Administrative Agent
By:
Name:
Title:
GASTAR EXPLORATION INC. CREDIT AGREEMENT - EXHIBIT C - PAGE 3
EXHIBIT D
FORM OF INTERCREDITOR AGREEMENT
(See Attached)
GASTAR EXPLORATION INC. CREDIT AGREEMENT - EXHIBIT D - PAGE 1
EXHIBIT E
FORM OF MORTGAGE
(See Attached)
GASTAR EXPLORATION INC. CREDIT AGREEMENT - EXHIBIT E - PAGE 1
EXHIBIT F
FORM OF SECURITY AGREEMENT
(See Attached)
GASTAR EXPLORATION INC. CREDIT AGREEMENT - EXHIBIT F - PAGE 1
EXHIBIT G
NOTE
New York, New York
,
FOR VALUE RECEIVED, the undersigned GASTAR EXPLORATION INC., a Delaware
corporation ("Borrower") hereby unconditionally promises to pay to
(the "Lender") or its registered assigns the principal sum
equal to