·] 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.
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.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Among RESACA EXPLOITATION, INC. as Borrower,Loan Agreement • April 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Texas
This Second Amended and Restated Credit Agreement dated as of [April , 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”).
CONSENT AND ACKNOWLEDGEMENTConsent and Acknowledgement • April 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
