Exhibit 2.1 ------------------------------------------------------------------- ------------- FIFTH AMENDED AND RESTATED CREDIT AGREEMENT PLAINS RESOURCES INC.Credit Agreement • November 9th, 2001 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EXHIBIT 4(g) STOCK PURCHASE AGREEMENT Dated as of December 15, 1999 By and Among Plains Resources Inc.Stock Purchase Agreement • March 30th, 2000 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
AND JPMORGAN CHASE BANK, AS TRUSTEEIndenture • August 12th, 2002 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") by and between Plains Resources Inc., a Delaware corporation ("Company"), and James C. Flores ("Employee") is entered into as of...Employment Agreement • November 12th, 2002 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations)
THIS EIGHTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of the 30th day of May, 2001, by and among PLAINS --------- RESOURCES INC., a Delaware corporation (the "Company"), FIRST UNION NATIONAL ------- BANK...Credit Agreement • August 14th, 2001 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • New York
TABLE OF CONTENTSStock Purchase Agreement • August 11th, 1998 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
ARTICLE 2 REGISTRATION RIGHTSRegistration Rights Agreement • August 14th, 2001 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
First AmendmentCredit Agreement • August 12th, 2002 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EXHIBIT 10.34 PLAINS RESOURCES INC. INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT, made as of the _____ day of ______________, 200__ (the "Grant Date"), between Plains Resources Inc., a Delaware corporation (the "Company"), and _______(First Name)...Incentive Stock Option Agreement • March 31st, 2003 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
OFLimited Liability Company Agreement • August 14th, 2001 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
June 8, 2001Limited Partnership Agreement • August 14th, 2001 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
BY AND AMONGSeparation Agreement • August 14th, 2001 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
EXHIBIT 12(d)(1) STOCK PURCHASE AGREEMENT Dated as of July 30, 1998Stock Purchase Agreement • November 30th, 2000 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) ----------------------------Joint Filing Agreement • July 20th, 2004 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
EXECUTION COPY EMPLOYMENT AGREEMENT This Employment Agreement ("AGREEMENT") is entered into effective as of May 8, 2001 (the "EFFECTIVE DATE") by and between Plains Resources Inc., a Delaware corporation ("COMPANY"), and James C. Flores ("EMPLOYEE")....Employment Agreement • May 15th, 2001 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations)
EXHIBIT 4.2 STOCK OPTION AGREEMENT ---------------------- THIS AGREEMENT, made as of ______ __, 2000 (the "Grant Date") between Plains Resources Inc., a Delaware corporation (the "Company"), and _____________ (the "Optionee") for the option to...Stock Option Agreement • September 11th, 2000 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
ARTICLE 2 REGISTRATION RIGHTSRegistration Rights Agreement • August 14th, 2001 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
1 EXHIBIT 10(m) STOCK OPTION AGREEMENT THIS AGREEMENT, made as of August 27, 1996, between Plains Resources Inc., a Delaware corporation (the "Company"), and William C. Egg, Jr. (the "Optionee"). WHEREAS, on May 23, 1996, the Board of Directors (the...Stock Option Agreement • February 11th, 1997 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
PLAINS RESOURCES INC. Warrant 2 Warrant for the Purchase of Shares of Common StockWarrant Agreement • August 12th, 2002 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
andCredit Agreement • August 14th, 1998 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EXHIBIT 10(n) SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of the 15th day of March, 1999, by and among PLAINS RESOURCES INC., a...Credit Agreement • March 31st, 1999 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • New York
W I T N E S S E T H: - - - - - - - - - -Stock Purchase Agreement • March 30th, 2000 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
ARTICLE 2 REGISTRATION RIGHTSRegistration Rights Agreement • August 14th, 2001 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
THIS SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of the 12th day of June, 2000, by and among PLAINS --------- RESOURCES INC., a Delaware corporation (the "Company"), FIRST UNION NATIONAL ------- BANK...Credit Agreement • January 18th, 2001 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EXHIBIT 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") by and between Plains Resources Inc., a Delaware corporation ("Company"), and John T. Raymond ("Employee") is entered into as of...Employment Agreement • November 12th, 2002 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
EXHIBIT 10.6 PLAINS EXPLORATION AND PRODUCTION COMPANY, L.P. TRANSITION SERVICES AGREEMENT by and between PLAINS RESOURCES INC.Transition Services Agreement • August 12th, 2002 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
W I T N E S S E T H:Credit Agreement • March 26th, 1998 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EXHIBIT 10(q) FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of the 3rd day of November, 1997, by and among PLAINS RESOURCES INC., a...Credit Agreement • November 13th, 1997 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Execution ======================================================================= CREDIT AGREEMENT PLAINS MARKETING & TRANSPORTATION INC.Credit Agreement • August 14th, 1998 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EXHIBIT 10.1 SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of the 11th day of October, 2000, by and among PLAINS RESOURCES INC., a...Credit Agreement • January 18th, 2001 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EXHIBIT 10(o) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement"), made as of the 23rd day of November, 1998 (the "Effective Date"), between Plains Resources Inc., a Delaware corporation (the "Company"), and Harry N. Pefanis ("Employee"). W I T N...Employment Agreement • March 31st, 1999 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
EXHIBIT 10.33 PLAINS RESOURCES INC. 2001 STOCK INCENTIVE PLAN, AS AMENDED FORM RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (the "AGREEMENT"), made as of the ___ day of _______________, 2003 (the "GRANT DATE") by and between...Restricted Stock Unit Agreement • March 31st, 2003 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
SUBSIDIARY GUARANTORS Named Herein and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION Trustee INDENTUREIndenture • November 15th, 1999 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • August 12th, 2002 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EXHIBIT 4.1 STOCK OPTION AGREEMENT THIS AGREEMENT, made as of ______ __, 2000 (the "Grant Date") between Plains Resources Inc., a Delaware corporation (the "Company"), and _____________ (the "Optionee") for the option to purchase shares of the...Stock Option Agreement • September 11th, 2000 • Plains Resources Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
