WITNESSETH:Employment Agreement • September 27th, 1999 • Spinnaker Exploration Co • Crude petroleum & natural gas • Texas
EXHIBIT 10.4.2 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 18, 2001Credit Agreement • August 13th, 2001 • Spinnaker Exploration Co • Crude petroleum & natural gas • Texas
UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2002 • Spinnaker Exploration Co • Crude petroleum & natural gas • New York
ARTICLE IStockholders Agreement • September 27th, 1999 • Spinnaker Exploration Co • Crude petroleum & natural gas • Delaware
AGREEMENTIndemnification Agreement • September 27th, 1999 • Spinnaker Exploration Co • Crude petroleum & natural gas • Delaware
EXHIBIT 1.1 4,000,000 Shares SPINNAKER EXPLORATION COMPANY Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • August 9th, 2000 • Spinnaker Exploration Co • Crude petroleum & natural gas • New York
EXHIBIT 1.1 8,000,000 Shares SPINNAKER EXPLORATION COMPANY Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • September 27th, 1999 • Spinnaker Exploration Co • Crude petroleum & natural gas • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), --------- dated as of July 20, 2000, by and among SPINNAKER EXPLORATION COMPANY, L.L.C., a Delaware limited liability company ("Borrower"), TORONTO DOMINION (TEXAS), INC. --------...Credit Agreement • July 27th, 2000 • Spinnaker Exploration Co • Crude petroleum & natural gas • Texas
COMMON STOCKUnderwriting Agreement • December 15th, 2000 • Spinnaker Exploration Co • Crude petroleum & natural gas • New York
ARTICLE II TRUST INDENTURE ACTPreferred Securities Guarantee Agreement • October 26th, 2001 • Spinnaker Exploration Co • Crude petroleum & natural gas • New York
FIRST AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • July 27th, 2000 • Spinnaker Exploration Co • Crude petroleum & natural gas
WITNESSETH:Employment Agreement • September 27th, 1999 • Spinnaker Exploration Co • Crude petroleum & natural gas • Texas
and as TrusteeJunior Subordinated Indenture • October 26th, 2001 • Spinnaker Exploration Co • Crude petroleum & natural gas • New York
Spinnaker Exploration Company, as Issuer andSubordinated Indenture • October 26th, 2001 • Spinnaker Exploration Co • Crude petroleum & natural gas • New York
Spinnaker Exploration Company, as Issuer andSenior Indenture • October 26th, 2001 • Spinnaker Exploration Co • Crude petroleum & natural gas • New York
August , 2000 Spinnaker Exploration Company Two Allen Center 1200 Smith Street, Suite 800 Houston, TX 77002 Credit Suisse First Boston Corporation Donaldson, Lufkin & Jenrette Securities Corporation Banc of America Securities LLC Dain Rauscher...Underwriting Agreement • August 9th, 2000 • Spinnaker Exploration Co • Crude petroleum & natural gas
Credit Suisse First Boston Corporation Donaldson, Lufkin & Jenrette Securities Corporation Banc of America Securities LLC Dain Rauscher Incorporated Jefferies & Company, Inc. c/o Credit Suisse First Boston Corporation 600 Travis, Suite 3030 Houston, TX 77002
Exhibit 4.8 DECLARATION OF TRUST -------------------- DECLARATION OF TRUST, dated as of October 23, 2001, among Spinnaker Exploration Company, a Delaware corporation, as sponsor (the "Sponsor"), Mark Ferrucci as Delaware trustee (the "Delaware...Declaration of Trust • October 26th, 2001 • Spinnaker Exploration Co • Crude petroleum & natural gas
among SPINNAKER EXPLORATION COMPANY, L.L.C., AS BORROWER and CERTAIN FINANCIAL INSTITUTIONS, AS LENDERS, andCredit Agreement • March 11th, 2002 • Spinnaker Exploration Co • Crude petroleum & natural gas • Texas
RECITALS:Data Contribution Agreement • September 27th, 1999 • Spinnaker Exploration Co • Crude petroleum & natural gas • Texas
GUARANTYGuaranty • March 11th, 2004 • Spinnaker Exploration Co • Crude petroleum & natural gas • Texas
THIS GUARANTY (this “Guaranty”) dated as of December 19, 2003, made by WP Spinnaker Holdings, Inc., a Delaware corporation (the “Guarantor”), in favor of the Administrative Agent, the Issuing Bank, the Lenders and the Hedge Counterparties (as defined hereinbelow).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 12th, 2005 • Spinnaker Exploration Co • Crude petroleum & natural gas • Delaware
This Award Agreement sets forth the terms of the agreement between you and the Company with respect to the Restricted Shares. By accepting this Award Agreement, you agree to be bound by all of the terms hereof.
NONSTATUTORY STOCK OPTION AWARD AGREEMENT FOR DISCRETIONARY DIRECTOR GRANTSNonstatutory Stock Option Award Agreement • May 10th, 2005 • Spinnaker Exploration Co • Crude petroleum & natural gas • Delaware
THIS AGREEMENT is made as of the day of , , (the ”Agreement”) between SPINNAKER EXPLORATION COMPANY, a Delaware corporation (the “Company”), and (“Director”). Capitalized terms used but not defined herein shall have the meaning set forth in the SPINNAKER EXPLORATION COMPANY 2005 STOCK INCENTIVE PLAN (the “Plan”).
EXHIBIT 10.4.1 MBP DRAFT October 28, 1999 AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT Dated as of October 29, 1999364-Day Credit Agreement • November 12th, 1999 • Spinnaker Exploration Co • Crude petroleum & natural gas • Texas
OMNIBUS AMENDMENT TO CREDIT AGREEMENT AND GUARANTY dated as of February 8, 2005 among SPINNAKER EXPLORATION COMPANY, L.L.C., AS BORROWER and SPINNAKER EXPLORATION COMPANY, AS GUARANTOR and CERTAIN FINANCIAL INSTITUTIONS, AS LENDERS and TORONTO...Credit Agreement and Guaranty • March 15th, 2005 • Spinnaker Exploration Co • Crude petroleum & natural gas • Texas
THIS OMNIBUS AMENDMENT TO CREDIT AGREEMENT AND GUARANTY (this “Amendment”), dated as of February 8, 2005 (the “Amendment Effective Date”) is among SPINNAKER EXPLORATION COMPANY, L.L.C., a Delaware limited liability company (the “Borrower”), SPINNAKER EXPLORATION COMPANY, a Delaware corporation (the “Guarantor”), each of the Lenders (as defined below) party hereto, Toronto Dominion (Texas) LLC (successor to Toronto Dominion (Texas), Inc.), as administrative agent (in such capacity together with its successors in such capacity, the “Administrative Agent”) for the Lenders (as defined in the Guaranty (as defined below)) party hereto.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 3rd, 2000 • Spinnaker Exploration Co • Crude petroleum & natural gas • Texas
NONSTATUTORY STOCK OPTION AWARD AGREEMENT FOR EMPLOYEE GRANTSNonstatutory Stock Option Award Agreement • May 10th, 2005 • Spinnaker Exploration Co • Crude petroleum & natural gas • Delaware
THIS AGREEMENT is made as of the day of , , (the ”Agreement”) between SPINNAKER EXPLORATION COMPANY, a Delaware corporation (the “Company”), and (“Employee”). Capitalized terms used but not defined herein shall have the meaning set forth in the SPINNAKER EXPLORATION COMPANY 2005 STOCK INCENTIVE PLAN (the “Plan”).
PARTICIPATION AGREEMENT among SPINNAKER FR SPAR CO., L.L.C., Lessee SPINNAKER EXPLORATION COMPANY, L.L.C., Guarantor BANC OF AMERICA LEASING & CAPITAL, LLC, Owner Participant SPINNAKER FRONT RUNNER STATUTORY TRUST 2005-1, Lessor SOCIETE GENERALE...Participation Agreement • July 27th, 2005 • Spinnaker Exploration Co • Crude petroleum & natural gas • New York
THIS PARTICIPATION AGREEMENT (as the same may be amended, supplemented or modified from time to time, the “Agreement”), dated as of June 17, 2005 is among SPINNAKER FR SPAR CO., L.L.C., as Lessee, SPINNAKER EXPLORATION COMPANY, L.L.C., as Guarantor, BANC OF AMERICA LEASING & CAPITAL, LLC, as Owner Participant, SOCIETE GENERALE FINANCIAL CORPORATION, as Loan Participant, SPINNAKER FRONT RUNNER STATUTORY TRUST 2005-1, a Delaware statutory trust, as Lessor, WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, except to the extent expressly set forth herein, but solely as Indenture Trustee under the Indenture, and WILMINGTON TRUST COMPANY, not in its individual capacity, except to the extent expressly set forth herein, but solely as Lessor Trustee.
LEASE SUPPLEMENT NO. 1Lease Supplement • July 27th, 2005 • Spinnaker Exploration Co • Crude petroleum & natural gas
This LEASE SUPPLEMENT NO. 1 (this “Lease Supplement”), dated as of July 20, 2005, is entered into between Spinnaker Front Runner Statutory Trust 2005-1, as Lessor (together with its successors and permitted assigns, the “Lessor”), and Spinnaker FR Spar Co., L.L.C., (together with its successors and permitted assigns, the “Lessee”).
Guaranty 2005-lGuaranty • July 27th, 2005 • Spinnaker Exploration Co • Crude petroleum & natural gas
This GUARANTY, dated as of June 17, 2005, is made by Spinnaker Exploration Company, L.L.C., a Delaware limited liability company (the “Guarantor”), for the benefit of the Owner Participant, the Lessor, the Lessor Trustee, each Holder, the Indenture Trustee and the Trust Company (collectively, together with their successors and permitted assigns, the “Beneficiaries” and, individually, a “Beneficiary”).
AGREEMENT AND PLAN OF MERGER among NORSK HYDRO ASA, NORSK HYDRO E&P AMERICAS, L.P., HARALD ACQUISITION CORP., and SPINNAKER EXPLORATION COMPANY Dated as of September 18, 2005Merger Agreement • September 19th, 2005 • Spinnaker Exploration Co • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 18, 2005 (this “Agreement”), among Norsk Hydro ASA, a public limited liability company organized under the laws of the Kingdom of Norway (“Guarantor”), with its address at Drammensveien 264, Vakero, N-0240, Oslo, Norway, Norsk Hydro E&P Americas, L.P., a Delaware limited partnership and indirect wholly owned subsidiary of Guarantor (“Parent”), with its address at 15995 North Barkers Landing Road, Suite 200, Houston, Texas 77079, Harald Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), with its address at 15995 North Barkers Landing Road, Suite 200, Houston, Texas 77079, and Spinnaker Exploration Company, a Delaware corporation (the “Company”), with its address at 1200 Smith Street, Suite 800, Houston, Texas 77002.
SECOND AMENDMENT TO CREDIT AGREEMENT dated as of March 29, 2005 among SPINNAKER EXPLORATION COMPANY, L.L.C., AS BORROWER and CERTAIN FINANCIAL INSTITUTIONS, AS LENDERS and TORONTO DOMINION (TEXAS), LLC, (successor to Toronto Dominion (Texas), Inc.) AS...Credit Agreement • April 1st, 2005 • Spinnaker Exploration Co • Crude petroleum & natural gas • Texas
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 29, 2005 (the “Amendment Effective Date”) is among SPINNAKER EXPLORATION COMPANY, L.L.C., a Delaware limited liability company (the “Borrower”), each of the Lenders (as defined below) party hereto, Toronto Dominion (Texas), LLC (successor to Toronto Dominion (Texas), Inc.), as administrative agent for the Lenders (in such capacity together with its successors in such capacity, the “Administrative Agent”).
PRODUCTION PLATFORM LEASE AGREEMENT dated as of June 17, 2005 between SPINNAKER FRONT RUNNER STATUTORY TRUST 2005-1, as Lessor and SPINNAKER FR SPAR CO., L.L.C., (Taxpayer I.D. Number 20-1985173) as Lessee Lease of an Undivided Interest in the Front...Production Platform Lease Agreement • July 27th, 2005 • Spinnaker Exploration Co • Crude petroleum & natural gas
This PRODUCTION PLATFORM LEASE AGREEMENT dated as of June 17, 2005 is entered into between Spinnaker Front Runner Statutory Trust 2005-1, a Delaware statutory trust, as Lessor (together with its successors and permitted assigns, the “Lessor”), and Spinnaker FR Spar Co., L.L.C., a Delaware limited liability company (together with its successors and permitted assigns, the “Lessee”).
CREDIT AGREEMENT Dated as of December 19, 2003 among SPINNAKER EXPLORATION COMPANY, L.L.C., AS BORROWER and CERTAIN FINANCIAL INSTITUTIONS, AS LENDERS, and TORONTO DOMINION (TEXAS), INC., AS ADMINISTRATIVE AGENT, and BANK OF AMERICA, N.A. and CREDIT...Credit Agreement • March 11th, 2004 • Spinnaker Exploration Co • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT, dated as of December 19, 2003, by and among SPINNAKER EXPLORATION COMPANY, L.L.C., a Delaware limited liability company (“Borrower”), TORONTO DOMINION (TEXAS), INC. (“TD”) and such other various financial institutions as are or may become parties hereto, as lenders (collectively, together with their respective successors and permitted assigns, the “Lenders”), BANK OF AMERICA, N.A. and CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLAND BRANCH, as co-syndication agents (in such capacity together with their successors in such capacity, the “Co-Syndication Agents”), BANK OF MONTREAL and BANK ONE, NA, as co-documentation agents (in such capacity, the “Co-Documentation Agents”) for the Lenders, TORONTO DOMINION (TEXAS), INC., as administrative agent for the Lenders (in such capacity together with its successors in such capacity, the “Administrative Agent”), THE TORONTO-DOMINION BANK, as letter of credit issuing bank (in such capacity together with its success
