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.
ARTICLE 2 --------- The Guaranty ------------Guaranty Agreement • February 15th, 2001 • 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
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 10.4 SENIOR NOTE AGREEMENTSenior Note Agreement • February 15th, 2001 • Pure Resources Inc • Oil & gas field exploration services • New York
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 10.7 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
