EXHIBIT A AGREEMENT AND PLAN MERGER BETWEEN TRI-UNION DEVELOPMENT CORPORATION AND TRIBO PETROLEUM CORPORATIONMerger Agreement • July 30th, 2001 • Tri Union Development Corp • Textile mill products
130,000 UNITS CONSISTING OFPurchase Agreement • July 30th, 2001 • Tri Union Development Corp • Textile mill products • New York
TRIBO PETROLEUM CORPORATION AS PARENT GUARANTOR SERIES A AND SERIES B 12.5% SENIOR SECURED NOTES DUE 2006Indenture • July 30th, 2001 • Tri Union Development Corp • Textile mill products • New York
RECITALS:Lease Agreement • September 17th, 2001 • Tri Union Development Corp • Crude petroleum & natural gas • Texas
WITNESSETH:Exchange Agent Agreement • September 17th, 2001 • Tri Union Development Corp • Crude petroleum & natural gas • Texas
1 EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT Dated as of June 18, 2001Registration Rights Agreement • July 30th, 2001 • Tri Union Development Corp • Textile mill products • New York
LETTER OF TRANSMITTAL FOR OFFER TO EXCHANGE $130,000,000 REGISTERED 12.5% SENIOR SECURED NOTES DUE 2006 FOR ALL OUTSTANDING UNREGISTERED 12.5% SENIOR SECURED NOTES DUE 2006Letter of Transmittal • September 17th, 2001 • Tri Union Development Corp • Crude petroleum & natural gas
1 EXHIBIT 4.8 (Face of Note) TRI-UNION DEVELOPMENT CORPORATION 12.5% [SERIES A] [SERIES B] SENIOR SECURED NOTE DUE 2006Senior Secured Note • July 30th, 2001 • Tri Union Development Corp • Textile mill products
LETTER OF TRANSMITTAL FOR OFFER TO EXCHANGE $130,000,000 REGISTERED 12.5% SENIOR SECURED NOTES DUE 2006 FOR ALL OUTSTANDING UNREGISTERED 12.5% SENIOR SECURED NOTES DUE 2006Exchange Offer • July 30th, 2001 • Tri Union Development Corp • Textile mill products
1 EXHIBIT 4.5 INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT among TRI-UNION DEVELOPMENT CORPORATION, TRIBO PETROLEUM CORPORATION, TRI-UNION OPERATING COMPANY AND EACH OF THE SUBSIDIARY GUARANTORS NOW OR HEREAFTER SIGNATORY HERETO, EACH OF THE APPROVED...Intercreditor and Collateral Agency Agreement • July 30th, 2001 • Tri Union Development Corp • Textile mill products • New York
1 EXHIBIT 4.4 EQUITY REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 18, 2001 BY AND BETWEEN TRIBO PETROLEUM CORPORATION AND JEFFERIES & COMPANY, INC. TABLE OF CONTENTSEquity Registration Rights Agreement • July 30th, 2001 • Tri Union Development Corp • Textile mill products • New York
PLEDGE AND COLLATERAL ACCOUNT AGREEMENTPledge and Collateral Account Agreement • July 30th, 2001 • Tri Union Development Corp • Textile mill products • New York
RECITALS:Waiver, Agreement and Supplemental Indenture • August 14th, 2002 • Tri Union Development Corp • Crude petroleum & natural gas • New York
