EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 19th, 2002 • Nuevo Energy Co • Crude petroleum & natural gas • Texas
1 EXHIBIT 4.9 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE dated as of August 9, 1999 (this "Supplemental Indenture"), between Nuevo Energy Company, a Delaware corporation (the "Company"), and State Street Bank and Trust Company, a...Supplemental Indenture • November 3rd, 1999 • Nuevo Energy Co • Crude petroleum & natural gas • New York
EXHIBIT 10.30 EXECUTIVE EMPLOYMENT AGREEMENT This Agreement is made, effective as of February 26, 2001, by and between Phillip Gobe ("Executive") and Nuevo Energy Company, a Delaware corporation having its principal place of business at 1021 Main...Executive Employment Agreement • March 29th, 2001 • Nuevo Energy Co • Crude petroleum & natural gas • Texas
EXHIBIT 10.22 AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT by and between TORCH ENERGY ADVISORS INCORPORATEDAdministrative Services Agreement • March 13th, 1997 • Nuevo Energy Co • Crude petroleum & natural gas • Texas
andNuevo Energy Co • November 14th, 2000 • Crude petroleum & natural gas • New York
WARRANTNuevo Energy Co • March 13th, 1997 • Crude petroleum & natural gas • Texas
andRights Agreement • April 1st, 1997 • Nuevo Energy Co • Crude petroleum & natural gas • Delaware
EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated September [____], 2002 (the "Agreement") is entered into by and among Nuevo Energy Company, a Delaware corporation (the "Company"), and Yorktown Energy Partners III,...Registration Rights Agreement • September 19th, 2002 • Nuevo Energy Co • Crude petroleum & natural gas • Texas
andIndenture • November 3rd, 1999 • Nuevo Energy Co • Crude petroleum & natural gas • New York
EXHIBIT 1.1 NUEVO ENERGY COMPANY 1,860,000 SHARES COMMON STOCK UNDERWRITING AGREEMENTNuevo Energy Co • January 6th, 1997 • Crude petroleum & natural gas • New York
TO [SUBORDINATED INDENTURE TRUSTEE] TrusteeNuevo Energy Co • November 15th, 1996 • Crude petroleum & natural gas • New York
ANNEX I TERMS OF SECURITIES I-1 EXHIBIT A-1 FORM OF TRUST PREFERRED SECURITY CERTIFICATE A1-1 EXHIBIT A-2 FORM OF COMMON SECURITY CERTIFICATE A2-1 EXHIBIT B SPECIMEN OF DEBENTURE B-1 EXHIBIT C UNDERWRITING AGREEMENT C-1 iiiNuevo Energy Co • January 6th, 1997 • Crude petroleum & natural gas • Delaware
EXHIBIT 10.1 ============================================================================== THIRD RESTATED CREDIT AGREEMENT NUEVO ENERGY COMPANY,Credit Agreement • August 14th, 2000 • Nuevo Energy Co • Crude petroleum & natural gas • Texas
EXHIBIT 1.2 UNDERWRITING AGREEMENT NUEVO FINANCING I 2,000,000 TRUST PREFERRED SECURITIESUnderwriting Agreement • January 6th, 1997 • Nuevo Energy Co • Crude petroleum & natural gas • New York
EXHIBIT 10.28 Confidential AGREEMENT FOR PURCHASE AND SALE by and between NUEVO ENERGY COMPANYAgreement for Purchase and Sale • March 31st, 1999 • Nuevo Energy Co • Crude petroleum & natural gas • Texas
1 EXHIBIT 4.12 NUEVO ENERGY COMPANY 9 1/2% SENIOR SUBORDINATED NOTES DUE 2008 REGISTRATION AGREEMENTNuevo Energy Co • November 3rd, 1999 • Crude petroleum & natural gas • New York
Page ---- AMENDED AND RESTATED CREDIT AGREEMENT 1 ARTICLE I - Definitions and References 1 Section 1.1. Defined Terms 1 Section 1.2. Exhibits and Schedules; Additional Definitions 24 Section 1.3. Amendment of Defined Instruments 25 Section 1.4....Credit Agreement • March 17th, 1998 • Nuevo Energy Co • Crude petroleum & natural gas • Texas
FORM T-1Nuevo Energy Co • November 22nd, 1996 • Crude petroleum & natural gas
FORM T-1 ---------------------Nuevo Energy Co • November 30th, 2000 • Crude petroleum & natural gas
EXHIBIT 4.4 NUEVO ENERGY COMPANY $100,000,000 8 7/8% SENIOR SUBORDINATED NOTES DUE 2008, SERIES A PURCHASE AGREEMENTNuevo Energy Co • August 5th, 1998 • Crude petroleum & natural gas • New York
AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of January 10, 1999, to the Rights Agreement dated as of March 5, 1997 between Nuevo Energy Company, a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York...Rights Agreement • March 7th, 2000 • Nuevo Energy Co • Crude petroleum & natural gas
RESIGNATION AGREEMENT This Resignation Agreement (this "Agreement") by and between Nuevo Energy Company, a Delaware corporation (the "Company"), and Robert M. King (the "Executive"), is dated as of November 30, 2001 (the "Execution Date"). WHEREAS,...Resignation Agreement • April 1st, 2002 • Nuevo Energy Co • Crude petroleum & natural gas • California
Exhibit 10.27 EMPLOYMENT AGREEMENT Agreement made as of this date by and between Bruce Murchison ("Murchison") and Nuevo Energy Company, a Delaware corporation having a principal place of business at 1331 Lamar, Suite 1650, Houston, Texas 77010 (the...Employment Agreement • November 15th, 1999 • Nuevo Energy Co • Crude petroleum & natural gas • Texas
To Wilmington Trust Company TrusteeNuevo Energy Co • January 6th, 1997 • Crude petroleum & natural gas • New York
SECOND RESTATED CREDIT AGREEMENT NUEVO ENERGY COMPANY,Credit Agreement • August 16th, 1999 • Nuevo Energy Co • Crude petroleum & natural gas • Texas
EXHIBIT 10.26 NUEVO ENERGY COMPANY EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") made this first day of July, 1997 by and between Nuevo Energy Company, a Delaware corporation ("Employer") and Dennis Hammond ("Employee"). TERMS AND...Nuevo Energy Company Employment Agreement • March 17th, 1998 • Nuevo Energy Co • Crude petroleum & natural gas
Exhibit 10.28 EMPLOYMENT AGREEMENT Agreement made as of this date by and between John P. McGinnis ("McGinnis") and Nuevo Energy Company, a Delaware corporation having a principal place of business at 1331 Lamar, Suite 1650, Houston, Texas 77010 (the...Employment Agreement • November 15th, 1999 • Nuevo Energy Co • Crude petroleum & natural gas • Texas
EXHIBIT 10.24 EMPLOYMENT AGREEMENT This Agreement is made as of the 1st day of September, 1998 and is by and between Robert M. King ("King") and Nuevo Energy Company, a Delaware corporation having a principal place of business at 1331 Lamar, Suite...Employment Agreement • March 31st, 1999 • Nuevo Energy Co • Crude petroleum & natural gas • Texas
EXHIBIT 4.4 NUEVO FINANCING I PREFERRED SECURITIES GUARANTEE AGREEMENT Dated as of December 23, 1996 TABLE OF CONTENTSPreferred Securities Guarantee Agreement • January 6th, 1997 • Nuevo Energy Co • Crude petroleum & natural gas • New York
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • August 5th, 1998 • Nuevo Energy Co • Crude petroleum & natural gas • New York
STOCK PURCHASE AGREEMENT by and between PERENCO S.A. NUEVO ENERGY COMPANY and NUEVO INTERNATIONAL, INC. dated as of April 8, 2004Stock Purchase Agreement • April 20th, 2004 • Nuevo Energy Co • Crude petroleum & natural gas • Texas
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 8th day of April 2004, by and between PERENCO S.A., a Bahamas corporation (“Buyer”), NUEVO INTERNATIONAL, INC., a Delaware corporation (“Seller”) and NUEVO ENERGY COMPANY, a Delaware corporation (“Nuevo Energy”).
BACKGROUND AND PURPOSE Certain Torch Parties currently provide certain administrative, operations, and marketing services to Nuevo pursuant to an Agreement for Contract Operations between Nuevo and TOC dated November 11, 1991 (the "Operations...Master Services Agreement • March 31st, 1999 • Nuevo Energy Co • Crude petroleum & natural gas • Texas
EXHIBIT 10.1 SEPARATION AGREEMENT It is hereby agreed by and between Michael D. Watford ("Watford") and his former employer, Nuevo Energy Company (hereinafter "Nuevo"), that Watford has terminated his employment with Nuevo effective August 31, 1997....Separation Agreement • November 14th, 1997 • Nuevo Energy Co • Crude petroleum & natural gas
EXHIBIT 4.3 NUEVO ENERGY COMPANY 8 7/8% SENIOR SUBORDINATED NOTES DUE 2008 REGISTRATION AGREEMENTRegistration Agreement • August 5th, 1998 • Nuevo Energy Co • Crude petroleum & natural gas • New York
EXHIBIT 4.7 PREFERRED SECURITIES GUARANTEE AGREEMENT NUEVO FINANCING I Dated as of [ ], 199_ TABLE OF CONTENTS ARTICLE 1. DEFINITIONS AND INTERPRETATION.............................. 3 Section 1.01. Definitions and...Preferred Securities Guarantee Agreement • November 22nd, 1996 • Nuevo Energy Co • Crude petroleum & natural gas • New York
