DATED JULY 14, 2008Lock-in and Orderly Marketing Deed • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
·] Shares Resaca Exploitation, Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • April 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • New York
Resaca Exploitation, Inc., a Texas corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representative (the “Representative”) an aggregate of [·] shares of the Issuer’s common stock, $0.01 par value (the “Firm Securities”). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Issuer also proposes to sell at the Underwriters’ option an aggregate of up to [·] additional shares of the Issuer’s common stock (the “Option Securities”) as set forth in Section 2 below.
RESACA EXPLOITATION, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Texas
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into by and between Resaca Exploitation, Inc., a Texas corporation (the “Company”) and Lisa Cohen, an individual and Employee of the Company (“Grantee”), on the 17th day of July, 2008 (the “Grant Date”), subject to the Resaca Exploitation, Inc. 2008 Stock Incentive Plan (the “Plan”). This Agreement is subject to the terms and conditions of the Plan, which is incorporated herein in its entirety by reference. Capitalized terms not otherwise defined in this Agreement shall have the meaning given to such terms in the Plan.
RESACA EXPLOITATION, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Texas
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into by and between Resaca Exploitation, Inc., a Texas corporation (the “Company”) and Judy Ley Allen, an individual and Director of the Company (“Grantee”), on the 17th day of July, 2008 (the “Grant Date”), subject to the Resaca Exploitation, Inc. 2008 Stock Incentive Plan (the “Plan”). This Agreement is subject to the terms and conditions of the Plan, which is incorporated herein in its entirety by reference. Capitalized terms not otherwise defined in this Agreement shall have the meaning given to such terms in the Plan.
DIRECTOR APPOINTMENT AGREEMENTDirector Appointment Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Texas
This Director Appointment Agreement (this “Agreement”) is entered into this 14th day of July, 2008, (“Commencement Date”) between Resaca Exploitation, Inc., a Texas corporation (the “Company”), and James Perry Bryan, Jr., who has agreed to serve as a director of the Company (“Director”) upon its admission to trading on the Alternative Investment Market of The London Stock Exchange plc. (“AIM”).
RESACA EXPLOITATION, INC. NONQUALIFIED STOCK OPTION AGREEMENT Optionee: Keith TurnerNonqualified Stock Option Agreement • February 3rd, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Texas
STOCK VOTING AGREEMENTStock Voting Agreement • April 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Delaware
Merger Agreement is terminated in accordance with its terms, (ii) the Merger Agreement is amended, modified or supplemented or any waiver is given by any party thereto that is individually or in the aggregate adverse to the interests of the holders of the Preferred Shares without the prior written consent of the Required Holders or (iii) Parent fails to assume the Company’s obligations under the Transaction Documents to the extent not otherwise eliminated pursuant to this Section (23) with respect to the Merger, this Section (23) shall be inoperative and of no force or effect.
DATED October 3, 2008Lock-in and Orderly Marketing Deed • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Among RESACA EXPLOITATION, INC. as Borrower,Loan Agreement • May 20th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Texas
This Second Amended and Restated Credit Agreement dated as of June , 2010, is among Resaca Exploitation, Inc., a Texas corporation (“Resaca”), the lenders party hereto from time to time (“Lenders”), and Union Bank, N.A. (f/k/a Union Bank of California, N.A.), as administrative agent for such Lenders (in such capacity, the “Administrative Agent”) and as issuing lender for such Lenders (in such capacity, the “Issuing Lender”).
DATED JULY 14, 2008Lock-in and Orderly Marketing Deed • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
SEPARATION AGREEMENT AND RELEASESeparation Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
This Separation Agreement and Release (this “Agreement”) is entered into by Cano Petroleum, Inc., a Delaware corporation (the “Company”), Resaca Exploitation, Inc., a Texas corporation (“Resaca”), and Benjamin L. Daitch (“Executive”) as of September 29, 2009. The Company and Executive are collectively referred to herein as the “Parties” and Resaca joins in this Agreement solely for the purposes set forth in Section 3(b), Section 7, and Section 27 and shall not be considered a “Party” for any other purpose. This Agreement cancels and supersedes all prior agreements relating to Executive’s employment with the Company, except as provided in this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Cano Petroleum Inc., a Delaware corporation with its principal executive offices in Fort Worth, Texas (the “Company”), and Patrick M. McKinney, an individual currently residing in Tarrant County, Texas (“Vice President”), as of the 1st day of June, 2006 (the “Effective Date”). The Company and Vice President may sometimes be referred to herein individually as “Party” and collectively as “Parties.”
DATED JULY 14, 2008Lock-in and Orderly Marketing Deed • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 25, 2006, by and among Cano Petroleum, Inc., a Delaware corporation, with headquarters located at 801 Cherry St., Suite 3200, Fort Worth, Texas 76102 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY RESACA EXPLOITATION, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS...Purchase Contract • March 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
This Agreement is made between SHELL TRADING (US) COMPANY (STUSCO), “Buyer” and RESACA EXPLOITATION, LP. (RESACA), “Seller” whereby each party agrees to sell and deliver and each party agrees to purchase and receive crude oil or condensate under the terms and conditions set forth in Exhibit A and Conoco Inc.’s General Provisions, attached hereto and made a part hereof.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Texas
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of January 1, 2009 (the “Effective Date”), by and among TORCH ENERGY ADVISORS INCORPORATED, a Delaware corporation (“TEAI”); RESACA EXPLOITATION, INC., a Texas corporation (formerly known as RESACA EXPLOITATION, LP, a Delaware limited partnership) (the “Employer”); and DENNIS HAMMOND, an individual resident of the State of Texas (the “Executive”). The Employer and the Executive are each a “party” and are together “parties” to this Agreement. TEAI joins in this Agreement for the purposes of Section.
ContractGas Purchase Contract • March 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY RESACA EXPLOITATION, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS AGREEMENT WITH “*****”.
GAS PURCHASE CONTRACT BETWEEN SDG RESOURCES, L. P. as “SELLER” and VERSADO GAS PROCESSORS, L.L.C. as “BUYER’’Gas Purchase Contract • March 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Texas
THIS CONTRACT, made and entered into this 1st day of January, 2002, by and between VERSADO GAS PROCESSORS, L.L.C., a Delaware Limited Liability Company acting by and through its Member/Operator, Dynegy Midstream Services, Limited Partnership, hereinafter referred to as “Buyer”, and SDG Resources, L. P., a Texas limited partnership, hereinafter referred to as “Seller”;
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into this 24th day of February, 2010, by and between Resaca Exploitation, Inc., a Texas corporation (“Parent”), Resaca Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Cano Petroleum, Inc., a Delaware corporation (“Target”).
AMENDED AND RESTATED CO-EMPLOYER AGREEMENTCo-Employer Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED CO-EMPLOYER AGREEMENT (the “Agreement”), dated January 1, 2009, is made by and between RESACA EXPLOITATION, INC., a Texas corporation (“Resaca,” formerly known as RESACA EXPLOITATION, LP, a Delaware limited partnership); and TORCH ENERGY ADVISORS INCORPORATED, a Delaware corporation (“Torch”). Resaca and Torch are referred to collectively in this Agreement as the “Parties” and each is a “Party.”
DATED July 14, 2008 RESACA EXPLOITATION, INC - and - SEYMOUR PIERCE LIMITEDJoint Broker Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
UNIT OPERATING AGREEMENT COOPER JAL UNIT LEA COUNTY, NEW MEXICOUnit Operating Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
THIS AGREEMENT, entered into as of the 15th day of January, 1970, by the parties who have signed the original of this instrument, a counterpart thereof, or other instrument agreeing to be bound by the provisions hereof;
SECOND AMENDED AND RESTATED AGREEMENT FOR ADMINISTRATIVE SERVICESAgreement for Administrative Services • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
This SECOND AMENDED AND RESTATED AGREEMENT FOR ADMINISTRATIVE SERVICES (the “Agreement”), dated as of January 1, 2009 (the “Effective Date”), by and among RESACA EXPLOITATION, INC, a Texas corporation (“Company,” formerly known as RESACA EXPLOITATION, LP, a Delaware limited partnership); TORCH ENERGY ADVISORS INCORPORATED, a Delaware corporation (“Contractor”); and TORCH ENERGY SERVICES, INC., a Texas Corporation (“TES”). Company and Contractor shall be referred to herein individually as a “Party” and collectively as the “Parties.” TES joins in this Agreement solely for the purposes of Section 7.14.
FIRST AMENDMENTCredit Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of December 22, 2009, is among Resaca Exploitation, Inc., a Texas corporation (“Borrower”), Resaca Operating Company, a Texas corporation (the “Guarantor”), each of the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”), and CIT Capital USA Inc., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
REGISTRAR AGREEMENT DATED 11 JULY 2008 RESACA EXPLOITATION, INC. AND COMPUTERSHARE INVESTOR SERVICES (CHANNEL ISLANDS) LIMITEDRegistrar Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Jersey
RESACA EXPLOITATION, INC., a company incorporated in the State of Texas, whose registered office is at 1331 Lamai, Suite 1450, Houston, Texas 77010, USA (the “Company”); and
EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Cano Petroleum Inc., a Delaware corporation with its principal executive offices in Fort Worth, Texas (the “Company”), and Phillip Feiner, an individual currently residing in Collin County, Texas (“Employee”), as of the 31st day of May, 2008 (the “Effective Date”). The Company and Employee may sometimes be referred to herein individually as “Party” and collectively as “Parties.”
FIRST AMENDMENT TO INTERCREDITOR AND COLLATERAL AGENCY AGREEMENTIntercreditor and Collateral Agency Agreement • March 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Texas
This First Amendment to Intercreditor and Collateral Agency Agreement (this “Amendment”), dated as of June 26, 2009, is among RESACA EXPLOITATION, Inc. (fka Resaca Exploitation, LP) (the “Borrower”), Resaca Operating Company (the “Guarantor”); BP CORPORATION NORTH AMERICA INC. (the “Approved Hedge Counterparty”), CIT CAPITAL USA, INC., as Administrative Agent, and in its capacity as collateral agent hereunder (“Collateral Agent”) for the benefit of Creditors (as defined below).
DATED JULY 14, 2008Lock-in and Orderly Marketing Deed • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 20th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
THIS AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into this 19th day of May, 2010 by and among Resaca Exploitation, Inc., a Texas corporation (“Parent”), Resaca Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Cano Petroleum, Inc., a Delaware corporation (“Target”).
Re: Resaca Contract Number: RES-0016LS ConocoPhillips Contract Number:Resaca Contract • March 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
Resaca and ConocoPhillips mutually agree to amend the subject contract by end-dating the Grand Clearfork Unit effective August 1, 2009. All other terms and conditions remain unchanged.
DATED JULY 14, 2008Lock-in and Orderly Marketing Deed • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
UNIT AGREEMENT COOPER JAL UNIT LEA COUNTY, NEW MEXICOUnit Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
Where: C equals the estimated quantity of oil ultimately recoverable from the Unitized Formation underlying each such tract by primary recovery operations.
RESTATED AMENDMENT AGREEMENT dated as of July 1, 2008 between BP Corporation North America Inc. (BPCNA”) and Resaca Exploitation, L.P. (“Counterparty”)Isda Master Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • New York
BPCNA and Counterparty are parties to the ISDA Master Agreement dated as of April 28, 2006 as amended from time to time, including, without limitation, pursuant to that certain Amendment Agreement (the “2007 Amendment”) dated as of October 12, 2007 (such ISDA Master Agreement, as so amended, is herein referred to as the “Agreement”), which Agreement includes all Confirmations exchanged between the parties confirming the Transactions thereunder. Counterparty has informed BPCNA that the Offering (as defined in the 2007 Amendment) was not consummated in November of 2007 as originally anticipated, however, such Offering is now contemplated to occur during July, 2008. In connection with the consummation of the Offering, the parties hereby agree that the 2007 Amendment shall be amended and restated, in its entirety, as set forth herein effective as of the Effective Date. Effective Date shall mean the date when and if (i) each of the parties hereto duly executes this Restated Amendment Agreem
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into by and between Cano Petroleum, Inc., a Delaware corporation with its principal executive offices in Fort Worth, Texas (the “Company”), and Phillip Feiner, an individual currently residing in Collin County, Texas (“Employee”), effective as of the 31st day of December, 2008 (the “Amendment Effective Date”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into by and between Cano Petroleum Inc., a Delaware corporation with its principal executive offices in Fort Worth, Texas (the “Company”), and Phillip Feiner, an individual currently residing in Collin County, Texas (“Employee” collectively, the “Parties”), effective as of the 8th day of September, 2008 (the “Amendment Effective Date”).
