EXHIBIT 10.33 [LOGO OF JPMORGAN] CREDIT AGREEMENTCredit Agreement • March 19th, 2002 • Pure Resources Inc • Oil & gas field exploration services • Texas
EXHIBIT 10.4 VOTING AGREEMENT VOTING AGREEMENT ("Agreement") dated as of December 13, 1999 between Union Oil Company of California, a California corporation ("Union Oil"), and Jack D. Hightower (the "Stockholder"). W I T N E S S E T H: WHEREAS, as of...Voting Agreement • April 18th, 2000 • Pure Resources Inc • Delaware
FIRST AMENDMENT TO CREDIT AGREEMENT (364-Day Revolving Credit Facility)Credit Agreement • June 1st, 2001 • Pure Resources Inc • Oil & gas field exploration services • Texas
EXHIBIT 10.10 INDEMNITY AGREEMENT ------------------- This Agreement made and entered into as of this 9th day of August, 2000, by and between Pure Resources, Inc., a Delaware corporation (the "Company"), and [See Schedule I attached] ("Indemnitee"),...Indemnification Agreement • November 13th, 2000 • Pure Resources Inc • Oil & gas field exploration services • Delaware
Exhibit 10.5 PROMISSORY NOTE --------------- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN...Promissory Note • February 15th, 2001 • Pure Resources Inc • Oil & gas field exploration services • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXCEPT AS PROVIDED IN SECTION 8.2 OF THAT CERTAIN SENIOR NOTE AGREEMENT BETWEEN BORROWER AND LENDER DATED AS OF JANUARY 31, 2001, THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE ISSUER OF THIS SECURITY OR AN AFFILIATE OF THE ISSUER, OR (B) PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
WITNESSETH:Nonqualified Stock Option Agreement • June 5th, 2000 • Pure Resources Inc • Oil & gas field exploration services • Delaware
LOGO] CHASECredit Agreement • November 13th, 2000 • Pure Resources Inc • Oil & gas field exploration services • Texas
EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is dated as of December 13, 1999 by and between Titan Resources Holdings, Inc., a Delaware corporation (together with its successors and assigns, the "Company"), and Union...Registration Rights Agreement • April 18th, 2000 • Pure Resources Inc • Delaware
AS ISSUER,Indenture • August 14th, 2001 • Pure Resources Inc • Oil & gas field exploration services • New York
ARTICLE 2 --------- The Guaranty ------------Guaranty Agreement • February 15th, 2001 • Pure Resources Inc • Oil & gas field exploration services • Delaware
EXHIBIT 10.13 [LOGO OF CHASE] CREDIT AGREEMENTCredit Agreement • November 13th, 2000 • Pure Resources Inc • Oil & gas field exploration services • Texas
JOINT FILING AGREEMENTJoint Filing Agreement • April 10th, 2001 • Pure Resources Inc • Oil & gas field exploration services
The undersigned reporting persons hereby agree that the statements filed pursuant to this Schedule 13D, dated April 10, 2001, to which this Agreement is filed as an exhibit, are filed on behalf of each of them.
Exhibit 10.1 INDEMNITY AGREEMENT This Agreement made and entered into as of this 16th day of May, 2002, by and between Pure Resources, Inc., a Delaware corporation (the "Company"), and Jack F. Harper ("Indemnitee"), who is currently serving the...Indemnification Agreement • September 13th, 2002 • Pure Resources Inc • Oil & gas field exploration services • Delaware
Exhibit 10.2 INDEMNITY AGREEMENT This Indemnity Agreement is made as of the 31st day of January, 2001, by Pure Partners, L.P., a Delaware limited partnership ("Pure Partners"), and Pure Resources I, Inc., a Delaware corporation, individually and as...Indemnity Agreement • February 15th, 2001 • Pure Resources Inc • Oil & gas field exploration services
EXHIBIT 10.10 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), made and entered into as of May __, 2000, by and between Pure Resources, Inc., a Delaware corporation (the "Company"), and Jack Hightower, an individual...Registration Rights Agreement • April 18th, 2000 • Pure Resources Inc • Texas
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • June 1st, 2001 • Pure Resources Inc • Oil & gas field exploration services • New York
EXHIBIT 10.9 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is dated as of August 8, 2000 by and between Pure Resources, Inc., a Delaware corporation (the "Company"), and Jack D. Hightower ("Hightower"). W...Employment Agreement • November 13th, 2000 • Pure Resources Inc • Oil & gas field exploration services
AS SELLERS ANDPurchase and Sale Agreement • February 15th, 2001 • Pure Resources Inc • Oil & gas field exploration services • Texas
Exhibit 10.1 ------------------------------------------------------------------ -------------- Amended and Restated Agreement of Limited PartnershipLimited Partnership Agreement • February 15th, 2001 • Pure Resources Inc • Oil & gas field exploration services • Delaware
EXHIBIT 10.8 YUCCA BUTTE PROSPECT AREA PECOS COUNTY, TEXAS JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • August 14th, 2001 • Pure Resources Inc • Oil & gas field exploration services • Texas
RECITALSOfficer Severance Agreement • August 14th, 2002 • Pure Resources Inc • Oil & gas field exploration services • Texas
WITNESSETH:Nonqualified Stock Option Agreement • March 9th, 2001 • Pure Resources Inc • Oil & gas field exploration services • Delaware
Exhibit 10.6 ------------Confidentiality and Non-Compete Agreement • August 14th, 2000 • Pure Resources Inc • Oil & gas field exploration services
April 23, 2002Business Opportunities Agreement • May 15th, 2002 • Pure Resources Inc • Oil & gas field exploration services
Reference is made to the Business Opportunities Agreement (the "Agreement") dated as of December 13, 1999 among Union Oil Company of California ("Union Oil"), Pure Resources, Inc. (formerly named Titan Resources Holdings, Inc.) (the "Company"), TRH, Inc., and Titan Exploration, Inc. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Agreement. The Agreement was entered into to address certain legal requirements and concerns as well as for certain practical business purposes. Although this letter does request a limited waiver of the Agreement, we wish to make it clear that we understand that the Agreement will remain in effect after any grant of a limited waiver and that we will continue to remain focused on the business we conduct in the Designated Area and any other area that you may permit us to operate in pursuant to this or any other limited waiver.
Exhibit 10.4 SENIOR NOTE AGREEMENTSenior Note Agreement • February 15th, 2001 • Pure Resources Inc • Oil & gas field exploration services • New York
Pure Resources, Inc. Exhibit 10.10 ------------- Letter Agreement, dated June 22, 2000, among Titan Exploration, Inc., Chase Bank of Texas, N.A., and Financial Institutions now and thereafter parties thereto. EXHIBIT 10.10 June 22, 2000 To the Banks...Credit Agreement • August 14th, 2000 • Pure Resources Inc • Oil & gas field exploration services
Exhibit 2.2 CONTRIBUTION AGREEMENT by and among PURE RESOURCES, L.P. a Texas limited partnership, PURE RESOURCES I, INC. a Delaware corporation,Contribution Agreement • February 15th, 2001 • Pure Resources Inc • Oil & gas field exploration services • Texas
Exhibit 10.5 ------------Officer Severance and Retention Bonus Agreement • August 14th, 2000 • Pure Resources Inc • Oil & gas field exploration services
OFFICE LEASE Pure Resources Building, Floors 1, 5, 7, 8, 9, 10, 11 and 12 ---------------------------- 500 West Illinois Avenue, Midland, Texas 79701Office Lease Agreement • August 14th, 2000 • Pure Resources Inc • Oil & gas field exploration services • Texas
LOGO OF JPMorgan] April 27, 2001Credit Agreements • March 19th, 2002 • Pure Resources Inc • Oil & gas field exploration services
AGREEMENT ---------Officer Severance and Put Right Agreement • November 13th, 2000 • Pure Resources Inc • Oil & gas field exploration services
UNOCAL LOGO]Business Opportunities Agreement • September 13th, 2002 • Pure Resources Inc • Oil & gas field exploration services
We kindly refer you to the Business Opportunities Agreement (the "Agreement") dated as of December 13, 1999 among Union Oil Company of California ("Union Oil"), Pure Resources, Inc. (the "Company"), TRH, Inc., and Titan Exploration, Inc. and the Waiver Letters related to the Agreement, dated May 9, 2001 and April 23, 2002, that we executed at the Company's request (the "Waiver Letters").
May 9, 2001Business Opportunities Agreement • May 15th, 2001 • Pure Resources Inc • Oil & gas field exploration services
Exhibit 10.6 PURE RESOURCES, INC. 500 West Illinois Midland, Texas 79701 January 30, 2001 Union Oil Company of California 2141 Rosecrans Avenue, Suite 4000 El Segundo, California 90245 Attention: Mr. Terry Dallas, Chief Financial Officer Re: Pure...Business Opportunities Agreement • March 9th, 2001 • Pure Resources Inc • Oil & gas field exploration services
Reference is made to the Business Opportunities Agreement (the "Agreement") dated as of December 13, 1999 among Union Oil Company of California ("Union Oil"), Pure Resources, Inc. (formerly named Titan Resources Holdings, Inc.) (the "Company"), TRH, Inc., and Titan Exploration, Inc. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Agreement. The Agreement was entered into to address certain legal requirements and concerns as well as for certain practical business purposes. Although this letter does request a limited waiver of the Agreement, we wish to make it clear that we understand that the Agreement will remain in effect after any grant of a limited waiver and that we will continue to remain focused on the business we conduct in the Designated Area and any other area that you may permit us to operate in pursuant to the limited waiver.
Exhibit 10.7 MASTER OFFSET AGREEMENT This Master Offset Agreement (this "Agreement") is entered into and shall be effective as of January 31, 2001 among IP PETROLEUM COMPANY, INC., a Delaware corporation, and SOUTHLAND ENERGY COMPANY, a Texas...Master Offset Agreement • February 15th, 2001 • Pure Resources Inc • Oil & gas field exploration services • New York
