EXHIBIT 2.5 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to the Merger Agreement (this "First Amendment") is dated August 29, 2003 by and between WEC Acquisition, Inc., a Wyoming corporation and a wholly owned subsidiary of...Agreement and Plan of Merger • September 25th, 2003 • Olympic Resources LTD • Oil & gas field exploration services
EXHIBIT 2.6 SECOND AMENDMENT TO AGREEMENT This Second Amendment to the Agreement (this "Second Amendment") is dated September 9, 2003 by and among Olympic Resources Ltd., a Wyoming corporation ("Olympic"), WEC Acquisition, Inc., a Wyoming corporation...Agreement • September 25th, 2003 • Olympic Resources LTD • Oil & gas field exploration services
SECOND AMENDMENT to CREDIT AGREEMENT by and among WHITTIER ENERGY COMPANY, WHITTIER OPERATING, INC. and COMPASS BANKCredit Agreement • March 29th, 2004 • Whittier Energy Corp • Oil & gas field exploration services • Texas
EXHIBIT 2.3 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment to the Merger Agreement (this "Second Amendment") is dated September 9, 2003 by and between WEC Acquisition, Inc., a Wyoming corporation and a wholly owned subsidiary...Agreement and Plan of Merger • September 25th, 2003 • Olympic Resources LTD • Oil & gas field exploration services
EXHIBIT 10.3 CONSULTING AGREEMENT THIS AGREEMENT ("Agreement"), made and entered into as of the 9th day of September, 2003, by and between Olympic Resources Ltd., a Wyoming corporation ("Olympic"), and Daryl Pollock, an individual residing in West...Consulting Agreement • March 29th, 2004 • Whittier Energy Corp • Oil & gas field exploration services • Nevada
AGREEMENT amongMerger Agreement • July 23rd, 2003 • Olympic Resources LTD • Oil & gas field exploration services • Nevada
EXHIBIT 4.1 OLYMPIC RESOURCES LTD. REGISTRATION RIGHTS AGREEMENT SEPTEMBER 9, 2003 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is entered into as of September 9, 2003 (this "Agreement"), by and among Olympic Resources Ltd., a...Registration Rights Agreement • September 25th, 2003 • Olympic Resources LTD • Oil & gas field exploration services • Nevada
EXHIBIT 10.2 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (the "Agreement") is made and entered into as of the 20th day of June, 2002, by and between SUE-ANN Operating, L.C. ("Seller"), a Texas limited liability corporation, whose...Purchase and Sale Agreement • March 29th, 2004 • Whittier Energy Corp • Oil & gas field exploration services • Texas
Exhibit 10.3Financial Advisory Agreement • June 27th, 2003 • Olympic Resources LTD • Oil & gas field exploration services
CREDIT AGREEMENT DATED AS OF JUNE 15, 2005 AMONG WHITTIER ENERGY CORPORATION,Credit Agreement • June 21st, 2005 • Whittier Energy Corp • Oil & gas field exploration services • Texas
THIS CREDIT AGREEMENT dated as of June 15, 2005, is among WHITTIER ENERGY CORPORATION, a corporation duly formed and existing under the laws of the State of Nevada (the “Borrower”); each of the Lenders from time to time party hereto; and BNP PARIBAS (in its individual capacity, “BNP Paribas”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
EXHIBIT 99.3Consent Agreement • June 27th, 2003 • Olympic Resources LTD • Oil & gas field exploration services
EXHIBIT 2.2 FIRST AMENDMENT TO AGREEMENT This First Amendment to the Agreement (this "First Amendment") is dated August 28, 2003 by and among Olympic Resources Ltd., a Wyoming corporation ("Olympic"), WEC Acquisition, Inc., a Wyoming corporation and a...First Amendment to Agreement • September 25th, 2003 • Olympic Resources LTD • Oil & gas field exploration services
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2005 • Whittier Energy Corp • Oil & gas field exploration services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 15, 2005, by and among Whittier Energy Corporation, a Nevada corporation (the “Company”), on the one hand, and Friedman, Billings, Ramsey & Co., Inc., a Delaware corporation (“FBR”), for the benefit of the Holders (as hereinafter defined), on the other hand.
AGREEMENT The undersigned reporting persons hereby agree that the statements filed pursuant to this Schedule 13D/A, to which this Agreement is filed as an exhibit, are filed on behalf of each of them. Date: September 17, 2003 Whittier Ventures LLCSchedule 13d/a Agreement • September 22nd, 2003 • Olympic Resources LTD • Oil & gas field exploration services
The undersigned reporting persons hereby agree that the statements filed pursuant to this Schedule 13D/A, to which this Agreement is filed as an exhibit, are filed on behalf of each of them.
FIRST AMENDMENT to CREDIT AGREEMENT by and among WHITTIER ENERGY COMPANY, WHITTIER OPERATING, INC. and COMPASS BANKCredit Agreement • March 29th, 2004 • Whittier Energy Corp • Oil & gas field exploration services • Texas
GUARANTY AND PLEDGE AGREEMENT DATED AS OF JUNE 15, 2005 MADE BY WHITTIER ENERGY CORPORATION AND EACH OF THE OTHER OBLIGORS (AS DEFINED HEREIN) IN FAVOR OF BNP PARIBAS, AS ADMINISTRATIVE AGENTGuaranty and Pledge Agreement • June 21st, 2005 • Whittier Energy Corp • Oil & gas field exploration services • Texas
This GUARANTY AND PLEDGE AGREEMENT, dated as of June 15, 2005, is made by WHITTIER ENERGY CORPORATION, a Nevada corporation (the “Borrower”), and each of the signatories hereto (the Borrower and each of the signatories hereto, together with any other Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, the “Obligors”), in favor of BNP PARIBAS as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, the Administrative Agent, and the other Agents party thereto.
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2005 • Whittier Energy Corp • Oil & gas field exploration services • Texas
THIS AGREEMENT ("Agreement") is made and entered into effective the 1st day of June, 2005 (the "Effective Date"), by and between Whittier Energy Corporation, a Nevada corporation (the "Company"), and Michael B. Young (the "Executive").
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 9, 2006 AMONG WHITTIER ENERGY CORPORATION, AS BORROWER, BNP PARIBAS, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETOCredit Agreement • August 15th, 2006 • Whittier Energy Corp • Oil & gas field exploration services • Texas
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 9, 2006, is among WHITTIER ENERGY CORPORATION, a corporation duly formed and existing under the laws of the State of Nevada (the “Borrower”); each of the Lenders from time to time party hereto; and BNP PARIBAS (in its individual capacity, “BNP Paribas”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
Exhibit 10.4Financial Advisor Agreement • June 27th, 2003 • Olympic Resources LTD • Oil & gas field exploration services
WARRANT TO PURCHASE COMMON STOCK OF OLYMPIC RESOURCES LTD.Warrant Agreement • September 25th, 2003 • Olympic Resources LTD • Oil & gas field exploration services • Nevada
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 24th, 2007 • Whittier Energy Corp • Oil & gas field exploration services
THIS AMENDMENT (the “Amendment”), made and entered into effective as of January 18, 2007, by and between WHITTIER ENERGY CORPORATION, a Nevada corporation (the “Company”), and DANIEL SILVERMAN (the “Executive”),
EXHIBIT B ---------Stock Pledge Agreement • March 29th, 2004 • Whittier Energy Corp • Oil & gas field exploration services • Texas
EXHIBIT C ---------Stock Pledge Agreement • March 29th, 2004 • Whittier Energy Corp • Oil & gas field exploration services • Texas
WITNESSETH: -----------Merger Agreement • July 23rd, 2003 • Olympic Resources LTD • Oil & gas field exploration services • Nevada
Texas Independent Exploration LimitedOffer to Sell • July 2nd, 2004 • Whittier Energy Corp • Oil & gas field exploration services
VOTING AGREEMENTVoting Agreement • January 24th, 2007 • Whittier Energy Corp • Oil & gas field exploration services • Texas
THIS VOTING AGREEMENT, dated as of January 19, 2007 (this “Agreement”), is between Sterling Energy plc., a company incorporated in England and Wales (“Buyer”), and the other party signatory hereto (the “Stockholder”).
THIRD AMENDMENT to CREDIT AGREEMENT by and among WHITTIER ENERGY COMPANY, WHITTIER OPERATING, INC. and COMPASS BANKCredit Agreement • September 16th, 2004 • Whittier Energy Corp • Oil & gas field exploration services • Texas
This Third Amendment ("Third Amendment") to that certain Credit Agreement dated July 17, 2002 by and among WHITTIER ENERGY COMPANY, a Nevada corporation ("Whittier Energy"), and WHITTIER OPERATING, INC., a Texas corporation ("Whittier Operating") (collectively, the "Borrower") and COMPASS BANK, an Alabama state chartered bank (the "Bank") was entered into this 15th day of April 2004.
AGREEMENT AND PLAN OF MERGER by and among Whittier Energy Corporation RPC Acquisition Company, Inc. And RIMCO Production Company, Inc. dated as of April 18, 2005Merger Agreement • May 13th, 2005 • Whittier Energy Corp • Oil & gas field exploration services • Texas
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 18, 2005, is among Whittier Energy Corporation, a Nevada corporation (“Whittier”), RPC Acquisition Company, Inc., a Delaware corporation and a direct and wholly owned subsidiary of Whittier (“Merger Sub”), and RIMCO Production Company, Inc., a Delaware corporation (“RIMCO”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT Among IMPERIAL PETROLEUM INC. as Seller, and WHITTIER ENERGY COMPANY AND PREMIER NATURAL RESOURCES, LLC as Buyer Dated June 26, 2006Purchase and Sale Agreement • June 30th, 2006 • Whittier Energy Corp • Oil & gas field exploration services • Texas
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First Amendment”) is entered into as of June 26, 2006 by Imperial Petroleum, Inc., a Nevada corporation (Seller) and Whittier Energy Company, a Nevada corporation and Premier Natural Resources, LLC, a Delaware limited liability company (collectively, Buyer).
EXHIBIT “C” Attached to and made a part of that certain Offer to Sell Letter Agreement dated June 7th, 2004 by and between Texas Independent Exploration Limited, et al, as Seller and Whittier Energy Company, as BuyerOffer to Sell Letter Agreement • July 2nd, 2004 • Whittier Energy Corp • Oil & gas field exploration services
As additional consideration from Buyer to Seller for the transactions contemplated in the Agreement to which this Exhibit “C” is attached, Buyer shall carry (at no cost, risk or expense to Seller) to Casing Point (as hereinafter defined) Seller in the drilling of the first two (2) wells drilled on the Cameron 137 lease (see Exhibit “A” to said Agreement for description of said lease) after Closing and in the drilling of the first two (2) wells drilled on the Scott & Hopper leases (see said Exhibit “A” for descriptions of said leases) after Closing to the extent of the Retained Interest of Seller (as hereinafter defined) in the Cameron 137 lease and in the Scott & Hopper leases.
FIFTH AMENDMENT to CREDIT AGREEMENT by and among WHITTIER ENERGY COMPANY, WHITTIER OPERATING, INC. and COMPASS BANKCredit Agreement • September 16th, 2004 • Whittier Energy Corp • Oil & gas field exploration services • Texas
This Fifth Amendment ("Fifth Amendment") to that certain Credit Agreement dated July 17, 2002 by and among WHITTIER ENERGY COMPANY, a Nevada corporation ("Whittier Energy"), and WHITTIER OPERATING, INC., a Texas corporation ("Whittier Operating") (collectively, the "Borrower") and COMPASS BANK, an Alabama state chartered bank (the "Bank") is entered into this 22nd day of June 2004.
SIXTH AMENDMENT to CREDIT AGREEMENTCredit Agreement • March 31st, 2005 • Whittier Energy Corp • Oil & gas field exploration services • Texas
This Sixth Amendment (“Sixth Amendment”) to that certain Credit Agreement dated July 17, 2002 originally by and among WHITTIER ENERGY COMPANY, a Nevada corporation (“Whittier Energy”), WHITTIER OPERATING, INC., a Texas corporation (“Whittier Operating”) and COMPASS BANK, an Alabama state chartered bank (the “Bank”) is entered into this day of November 2004, by and among Whittier Energy, Whittier Operating, and OLYMPIC RESOURCES (ARIZONA) LTD., an Arizona corporation (collectively “Borrower”), WHITTIER ENERGY CORPORATION, a Nevada corporation (“Parent Company”) and Bank.
FOURTH AMENDMENT to CREDIT AGREEMENT by and among WHITTIER ENERGY COMPANY, WHITTIER OPERATING, INC. and COMPASS BANKCredit Agreement • September 16th, 2004 • Whittier Energy Corp • Oil & gas field exploration services • Texas
This Fourth Amendment ("Fourth Amendment") to that certain Credit Agreement dated July 17, 2002 by and among WHITTIER ENERGY COMPANY, a Nevada corporation ("Whittier Energy"), and WHITTIER OPERATING, INC., a Texas corporation ("Whittier Operating") (collectively, the "Borrower") and COMPASS BANK, an Alabama state chartered bank (the "Bank") is entered into this 12th day of May 2004.
UPSIDE SHARING PAYMENT AGREEMENTUpside Sharing Payment Agreement • July 2nd, 2004 • Whittier Energy Corp • Oil & gas field exploration services • Texas
This Upside Sharing Payment Agreement (this “Agreement”) is made this 16th day of June 2004, but effective as of March 1, 2004, by and between TEXAS INDEPENDENT EXPLORATION LIMITED, a Texas limited partnership and successor by conversion of Texas Independent Exploration, Inc., GULFCOAST ACQUISITIONS LIMITED, a Texas limited partnership and successor by conversion of Gulfcoast Acquisition Corporation, FREDERICK W. ZIMMERMAN d/b/a ISLAND RESOURCES and FREDERICK W. ZIMMERMAN, individually, hereinafter collectively referred to as “Seller” or “Sellers”) and WHITTIER ENERGY COMPANY, a Nevada corporation (hereinafter referred to as “Buyer”).
WHITTIER ENERGY CORPORATION STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • April 13th, 2005 • Whittier Energy Corp • Oil & gas field exploration services • Texas
THIS AGREEMENT is made as of the Effective Date (as set forth on the Summary of Stock Option Grant) between Whittier Energy Corporation, a Nevada corporation ("Whittier"), and Optionee pursuant to the Whittier Energy Corporation 2003 Long-Term Incentive Plan (the "Plan").
