0000950123-09-039546 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 31st, 2009 • Resolute Energy Corp • Crude petroleum & natural gas • Delaware

This Indemnification Agreement, dated as of ___, 2009, is made by and between Resolute Energy Corporation, a Delaware corporation (the “Corporation”), and [name] (the “Indemnitee”).

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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE REDACTED TERMS HAVE BEEN MARKED...
Carbon Dioxide Sale and Purchase Agreement • August 31st, 2009 • Resolute Energy Corp • Crude petroleum & natural gas • Texas

THIS CARBON DIOXIDE SALE AND PURCHASE AGREEMENT (“Agreement”) is made and entered into effective as of the 1st day of July, 2006, by and between ExxonMobil Gas & Power Marketing Company (a division of Exxon Mobil Corporation), as agent for Mobil Producing Texas & New Mexico, Inc. (“Seller”), and Resolute Aneth, LLC (“Buyer”).

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE REDACTED TERMS HAVE BEEN MARKED...
Product Sale and Purchase Contract • August 31st, 2009 • Resolute Energy Corp • Crude petroleum & natural gas • Texas

THIS CONTRACT, is made and entered into as of the “Effective Date” of July 1, 2007 by and between Resolute Natural Resources Company individually and on behalf of working interest owners in Aneth Unit, McElmo Creek Unit, and Ratherford Unit with a business address of 1675 Broadway, Suite 1950, Denver, CO 80202 (“Buyer”) and Kinder Morgan CO2 Company, L.P., a Texas Limited Partnership, with a business address of 500 Dallas, Suite 1000, Houston, TX 77002 (“Seller”).

GAS SALES AND PURCHASE CONTRACT between RIM OFFSHORE, INC. and WESTERN GAS RESOURCES, INC. Dated: April 12, 1995 Hilight Complex Campbell County, Wyoming
Gas Sales and Purchase Contract • August 31st, 2009 • Resolute Energy Corp • Crude petroleum & natural gas

THIS CONTRACT, made and entered into as of the 12th day of April, 1995 and to be effective the 1st day of April, 1995, by and between RIM OFFSHORE INC., Inverness Drive East, Englewood, Colorado 80112, for itself and as agent for MORSE ACQUISITION LIMITED LIABILITY COMPANY and PASEO RESOURCES LIMITED LIABILITY COMPANY, all successors in interest to GLG ENERGY, L.P. and hereinafter referred to as “Producer”, and WESTERN GAS RESOURCES, INC., 12200 N. Pecos Street, Denver, Colorado 80234, hereinafter referred to as “Processor.”

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated July 28, 2009 Among RESOLUTE ANETH, LLC, as Borrower, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION and BMO CAPITAL MARKETS...
Credit Agreement • August 31st, 2009 • Resolute Energy Corp • Crude petroleum & natural gas • New York

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fifth Amendment”), dated as of July 28, 2009, is by and among Resolute Aneth, LLC, a Delaware limited liability company (the “Borrower”), Resolute Holdings Sub, LLC, a Delaware limited liability company, and certain of its subsidiaries (collectively, the “Guarantors”), Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”), Wells Fargo Bank, National Association and BMO Capital Markets Financing, Inc., as Co-Syndication Agents (the “Co-Syndication Agents”), Deutsche Bank Securities Inc. and Fortis Capital Corp., as Co-Documentation Agents (the “Co-Documentation Agents”) and the other Lenders party hereto (the “Lenders”).

FROM: Western Refining Southwest, Inc. TO: Resolute Natural Resources Company, LLC ATTN: Lori Laje, Contract Admin. ATTN: Dale Cantwell
Purchase Agreement • August 31st, 2009 • Resolute Energy Corp • Crude petroleum & natural gas • Texas

This Agreement is entered into between Resolute Natural Resources Company, LLC (“Resolute” or “Seller”) and Western Refining Southwest, Inc. as Buyer (“Western Southwest” or “Buyer”) for the sale and purchase of crude oil under the terms and conditions set forth below. This contract covers volumes of crude oil owned by Seller as well as volumes owned by Navajo Nation Oil and Gas Company (“NNOGC”) and committed to this Agreement with NNOGC’s acknowledgement and consent as set forth below.

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