0001104659-03-005537 Sample Contracts

FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT
Asset Purchase and Sale Agreement • March 31st, 2003 • Carbon Energy Corp • Crude petroleum & natural gas

This First Amendment to Asset Purchase and Sale Agreement (this “Amendment”), dated March 19, 2003, is by and between Carbon Energy Corporation (USA), formerly known as Bonneville Fuels Corporation, a Colorado corporation (“Seller”), and Fasken Acquisitions 02, Ltd., a Texas limited partnership (“Buyer”).

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AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 31st, 2003 • Carbon Energy Corp • Crude petroleum & natural gas • Colorado

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 31, 2002, is by and between CARBON ENERGY CORPORATION (USA), a Colorado corporation (“Borrower”), and BANK OF OKLAHOMA, NATIONAL ASSOCIATION, a national banking association (“BOK”).

ASSET PURCHASE AND SALE AGREEMENT Dated January 15, 2003 By and between Carbon Energy Corporation (USA), formerly known as Bonneville Fuels Corporation, as Seller and Fasken Acquisitions 02, Ltd., as Buyer
Asset Purchase and Sale Agreement • March 31st, 2003 • Carbon Energy Corp • Crude petroleum & natural gas • New Mexico

This Asset Purchase and Sale Agreement (this “Agreement”), dated January 15, 2003, is by and between Carbon Energy Corporation (USA), formerly known as Bonneville Fuels Corporation, a Colorado corporation (“Seller”), and Fasken Acquisitions 02, Ltd., a Texas limited partnership (“Buyer”).

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