0001104659-06-034981 Sample Contracts

Contract
Guaranty Agreement • May 15th, 2006 • Cano Petroleum, Inc • Crude petroleum & natural gas

SUPPLEMENT NO. 1 dated as of April 28, 2006 (the “Supplement”), to the Guaranty Agreement dated as of November 29, 2005 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), among each of the subsidiaries party thereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of CANO PETROLEUM, INC., a Delaware corporation (the “Borrower”) in favor of UNION BANK OF CALIFORNIA, N.A., as Administrative Agent (the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).

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ASSET PURCHASE AND SALE AGREEMENT AMONG MYRIAD RESOURCES CORPORATION, WESTLAND ENERGY COMPANY, and PAMTEX, a Texas general partnership composed of PAMTEX GP1 LTD. AND PAMTEX GP2 LTD. as Sellers, and CANO PETROLEUM. INC. as Buyer April 25, 2006
Asset Purchase and Sale Agreement • May 15th, 2006 • Cano Petroleum, Inc • Crude petroleum & natural gas • Texas

THIS ASSET PURCHASE AND SALE AGREEMENT (“Agreement”) is executed as of this 25th day of April 2006, by MYRIAD RESOURCES CORPORATION, a Texas corporation (“MRC”), WESTLAND ENERGY COMPANY, a Texas corporation (“Westland”) and PAMTEX, a Texas general partnership (“PAMTEX”) composed of PAMTEX GP1 LTD. AND PAMTEX GP2 LTD. (MRC, Westland and PAMTEX are collectively, “Sellers”), and CANO PETROLEUM, INC., a Delaware corporation (“Buyer”).

AMENDMENT NO. 2, ASSIGNMENT AND AGREEMENT
Amendment No. 2, Assignment and Agreement • May 15th, 2006 • Cano Petroleum, Inc • Crude petroleum & natural gas • Texas

This AMENDMENT NO. 2, ASSIGNMENT AND AGREEMENT (“Agreement”) dated as of April 28, 2006 (“Effective Date”) is among Cano Petroleum, Inc., a Delaware corporation (“Borrower”), the Guarantors (as defined below), the Lenders (as defined below), and Union Bank of California, N.A., as administrative agent for such Lenders (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”).

FIRST AMENDMENT TO SUBORDINATED CREDIT AGREEMENT
Subordinated Credit Agreement • May 15th, 2006 • Cano Petroleum, Inc • Crude petroleum & natural gas • Texas

This First Amendment to Subordinated Credit Agreement (this “First Amendment”) is made and entered into as of April 28, 2006 (the “Effective Date”) by and among ENERGY COMPONENTS SPC EEP ENERGY EXPLORATION AND PRODUCTION SEGREGATED PORTFOLIO, a Cayman Islands company, as Administrative Agent and Lender (each as defined in accordance with Section 1 below)(“Energy Components”), UNIONBANCAL EQUITIES, INC., a California corporation, as Lender (as defined in accordance with Section 1 below)(“UBEI”)(Energy Components and UBEI referred to collectively as the “Lenders”), CANO PETROLEUM, INC., a Delaware corporation (“Borrower”) and the GUARANTORS (as defined in accordance with Section 1 below).

Contract
Security Agreement • May 15th, 2006 • Cano Petroleum, Inc • Crude petroleum & natural gas

SUPPLEMENT NO. 1 dated as of April 28, 2006 (the “Supplement”), to the Security Agreement dated as of November 29, 2005 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among CANO PETROLEUM, INC., a Delaware corporation (“Borrower”), each subsidiary of Borrower signatory thereto (together with the Borrower, the “Grantors” and individually, a “Grantor”) and Union Bank of California, N.A. as Collateral Trustee under the Collateral Trust Agreement (as hereinafter defined) for the benefit of itself and the Secured Parties (as hereinafter defined).

Contract
Pledge Agreement • May 15th, 2006 • Cano Petroleum, Inc • Crude petroleum & natural gas

SUPPLEMENT NO. 1 dated as of April 28, 2006 (the “Supplement”), to the Pledge Agreement dated as of November 29, 2005 (as amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”) by and among CANO PETROLEUM, INC., a Delaware corporation (“Borrower”), each other party signatory hereto (together with the Borrower, the “Pledgors” and individually, each a “Pledgor”) and Union Bank of California, N.A. as collateral trustee (in such capacity, the “Collateral Trustee”) under the Collateral Trust Agreement (as hereinafter defined) for the benefit of the Secured Parties (as hereinafter defined).

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