Schedule I - Addresses of Obligors
COLLATERAL AGENCY AGREEMENT
This COLLATERAL AGENCY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this Agreement ) is made as of February 21, 2012, among (i) U.S. Bank National Association, a national banking association (in its individual capacity, U.S. Bank and in its capacity as collateral agent for the Noteholders or the Secured Parties (each as defined below), the Collateral Agent ), and (ii) each of the Purchasers party hereto and each Additional Purchaser that becomes a party hereto in accordance with Section 15(d) hereof (together with their respective successors and assigns as holders of Notes, the Noteholders and, together with the Collateral Agent, collectively, the Secured Parties ), and is acknowledged and consented to by ZaZa Energy Corporation, a Delaware corporation (the Company ) and the subsidiaries of the Company listed on the signature pages to the Acknowledgment of and Consent and Agreement to Collateral Agency Agreement (the Acknowledgment ) appended to this Agreement (each, a Guarantor and collectively, the Guarantors and together with the Company, collectively, the Obligors and individually, each an Obligor ).
A. Reference is made to that certain Securities Purchase Agreement, dated as of February 21, 2012 (as the same from time to time hereafter may be amended, restated, supplemented or otherwise modified, the Securities Purchase Agreement ), by and among the Company and the Purchasers named therein, pursuant to which, subject to the terms and conditions set forth therein, the Company is issuing the Notes (as defined below) to such Purchasers.
B. Reference is also made to that certain Guaranty Agreement, dated as of February 21, 2012 (as the same from time to time hereafter may be amended, restated, supplemented or otherwise modified, the Guaranty Agreement ) by each Guarantor, and each additional Person that hereinafter executes a joinder thereto, in favor of the Purchasers, pursuant to which such Persons are, among other things, agreeing to guarantee the full, complete and final payment and performance of the Guaranteed Obligations (as defined in the Guaranty Agreement).
D. The Purchasers have agreed to purchase the Notes as provided in the Securities Purchase Agreement, the Notes, the Guaranty Agreement, but only upon the condition, among others, that the Obligors grant to the Collateral Agent, for the benefit of the Noteholders, as security for the Obligors obligations to the Noteholders and the Collateral Agent under or in respect of the Securities Purchase Agreement, the Notes, the Guaranty Agreement and the other Transaction Documents, a perfected lien on, and security interest in, all of the Obligors real and personal property, including, without limitation, the Collateral (as defined below).
G. Pursuant to the Collateral Documents (as defined in the Securities Purchase Agreement), the Obligors will grant valid liens on and security interests in the Collateral to the Collateral Agent, for the benefit of the Secured Parties.
H. The Noteholders desire that U.S. Bank act as the collateral agent for and on behalf of all of the Secured Parties regarding the Collateral, all as more fully provided herein; and the Collateral Agent and the Noteholders have entered into this Agreement to, among other things, further define the rights, duties, authority and responsibilities of the Collateral Agent and the relationship among the Noteholders regarding their pari passu interests in the Collateral.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Collateral Agent and the Noteholders agree as follows:
All capitalized terms used herein and in the Acknowledgment and not defined herein or therein have the respective meanings ascribed thereto in the Securities Purchase Agreement. As used in this Agreement, and unless the context requires a different meaning, the following terms have the respective meanings indicated below, all such definitions to be equally applicable to the singular and plural forms of the terms defined.
Acknowledgment has the meaning specified for such term in the Preamble hereto.
Actionable Default the existence and continuance of any Event of Default (as such term is defined in the Securities Purchase Agreement) beyond any grace period in respect thereof provided in the Securities Purchase Agreement or the acceleration of the maturity of the Notes.
Additional Purchasers means, collectively, O-CAP Offshore Master Fund, L.P. O-CAP Partners, L.P. Capital Ventures International, Talara Master Fund, Ltd. Blackwell Partners, LLC, Permal Talara Ltd. Winmill Investments LLC and any other permitted transferee
of any Notes.
Agent Professionals means attorneys, legal counsel, accountants, appraisers, business valuation experts, environmental engineers, turnaround consultants, or other professionals or experts at any time retained by the Collateral Agent in the discharge of its duties hereunder or under any of the Collateral Documents.
Agent-Related Persons means U.S. Bank, in its capacity as Collateral Agent, and any successor Collateral Agent, and any co-agents or separate agents appointed by the Collateral Agent pursuant to Section 5, together with their respective Affiliates, and the officers, directors, employees, representatives, agents and Agent Professionals of such Persons and Affiliates.
Agreement has the meaning specified for such term in the Preamble hereto.
Collateral Agent has the meaning specified for such term in the Preamble hereto.
Company has the meaning specified for such term in the Preamble hereto.
Enforcement Notice means a written notice given by the Required Noteholders to the Collateral Agent (a) stating that an Actionable Default exists and (b) setting forth instructions from such Required Noteholders to the Collateral Agent to exercise all or any such rights, powers and remedies as are available to the Collateral Agent and the Noteholders under the Collateral Documents.
Guarantors has the meaning specified for such term in the Preamble hereto.
Guaranty Agreement has the meaning specified for such term in Recital B hereto.
Noteholder Obligations means and includes all present and future indebtedness, obligations and liabilities of every kind and nature of any Obligor from time to time owed to any holder of Notes (in its capacity as such) arising from, evidenced by or relating to the Securities Purchase Agreement, the Notes, the Guaranty Agreement or any other Transaction Document.
Noteholders has the meaning specified for such term in the Preamble hereto.
Notes has the meaning specified for such term in the Securities Purchase Agreement.
Obligors has the meaning specified for such term in the Preamble hereto.
Opinion of Counsel an opinion of counsel (which may from time to time serve as counsel for any or all of the Obligors, for the Collateral Agent or for any Noteholder and which shall not be an employee of any Obligor), which opinion is in form, scope and content reasonably satisfactory to the Collateral Agent.
Permitted Investments means, as to any Person, (a) securities issued by or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than thirteen months from the date of acquisition, (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within thirteen months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moodys, (c) dollar denominated time deposits, certificates of deposit and bankers acceptances of any commercial bank having, or which is the principal banking subsidiary of a bank holding company having, a long-term unsecured debt rating of at least A or the equivalent thereof from S&P or A2 or the equivalent thereof from Moodys with maturities of not more than thirteen months from the date of acquisition by such Person, (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (c) above, (e) commercial paper issued by any Person incorporated in the United States rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moodys and in each case maturing not more than thirteen months after the date of acquisition by such Person, and (f) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (e) above.
Purchasers means MSDC ZEC Investments, LLC and Senator Sidecar Master Fund LP.
Required Noteholders has the meaning specified for such term in the Securities Purchase Agreement.
Secured Parties has the meaning specified for such term in the Preamble hereto.
Securities Purchase Agreement has the meaning specified for such term in Recital A hereto.
US Bank has the meaning specified for such term in the Preamble hereto.