0001104659-05-029120 Sample Contracts

CREDIT AGREEMENT DATED AS OF JUNE 15, 2005 AMONG WHITTIER ENERGY CORPORATION,
Credit Agreement • June 21st, 2005 • Whittier Energy Corp • Oil & gas field exploration services • Texas

THIS CREDIT AGREEMENT dated as of June 15, 2005, is among WHITTIER ENERGY CORPORATION, a corporation duly formed and existing under the laws of the State of Nevada (the “Borrower”); each of the Lenders from time to time party hereto; and BNP PARIBAS (in its individual capacity, “BNP Paribas”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 21st, 2005 • Whittier Energy Corp • Oil & gas field exploration services • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 15, 2005, by and among Whittier Energy Corporation, a Nevada corporation (the “Company”), on the one hand, and Friedman, Billings, Ramsey & Co., Inc., a Delaware corporation (“FBR”), for the benefit of the Holders (as hereinafter defined), on the other hand.

GUARANTY AND PLEDGE AGREEMENT DATED AS OF JUNE 15, 2005 MADE BY WHITTIER ENERGY CORPORATION AND EACH OF THE OTHER OBLIGORS (AS DEFINED HEREIN) IN FAVOR OF BNP PARIBAS, AS ADMINISTRATIVE AGENT
Guaranty and Pledge Agreement • June 21st, 2005 • Whittier Energy Corp • Oil & gas field exploration services • Texas

This GUARANTY AND PLEDGE AGREEMENT, dated as of June 15, 2005, is made by WHITTIER ENERGY CORPORATION, a Nevada corporation (the “Borrower”), and each of the signatories hereto (the Borrower and each of the signatories hereto, together with any other Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, the “Obligors”), in favor of BNP PARIBAS as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, the Administrative Agent, and the other Agents party thereto.

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