ISDA® International Swaps and Derivatives Association, Inc. MASTER AGREEMENT dated as of March 9,2006Master Agreement • September 20th, 2006 • Ascent Energy Inc • Crude petroleum & natural gas
THE ROYAL BANK OF SCOTLAND PLC (“PARTY A”) and EACH COUNTERPARTY LISTED ON THE ATTACHED EXHIBIT A, SEVERALLY AND NOT JOINTLY (“PARTY B”) have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
ISDA International Swaps and Derivatives Association, Inc. dated as of July 27, 2004 FORTIS ENERGY LLC AND ASCENT ENERGY LOUISIANA, LLC.2002 Master Agreement • September 20th, 2006 • Ascent Energy Inc • Crude petroleum & natural gas • Louisiana
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.
AGREEMENT AND PLAN OF MERGER of SOUTH LOUISIANA PROPERTY HOLDINGS ACQUISITION COMPANY, INC. with and into SOUTH LOUISIANA PROPERTY HOLDINGS, INC.Agreement and Plan of Merger • September 20th, 2006 • Ascent Energy Inc • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of June 30, 2006, pursuant to Section 112 of the Louisiana Business Corporation Law (the “LBCL”), by and among Ascent Energy Inc., a Delaware corporation (“Ascent”), South Louisiana Property Holdings, Inc., a Louisiana corporation formerly known as Forman Petroleum Corporation (“SLPH” or the “Surviving Entity”), and South Louisiana Property Holdings Acquisition Company, Inc., a Louisiana corporation and a wholly owned subsidiary of Ascent (“Merger Sub”) (SLPH and Merger Sub being sometimes collectively referred to as the “Constituent Entities”).
Recapitalization Agreement dated as of September , 2006 relating to Ascent Energy Inc. and South Louisiana Property Holdings, Inc.Recapitalization Agreement • September 20th, 2006 • Ascent Energy Inc • Crude petroleum & natural gas • New York
This Recapitalization Agreement (this “Agreement”), dated as of September , 2006, is entered into by and among Ascent Energy Inc., a Delaware corporation (the “Company”); South Louisiana Property Holdings, Inc., a Louisiana corporation (the “Parent”); the holders of the Company’s outstanding 16% Senior Notes (the “Senior Notes”) due February 1, 2010 (or such later maturity date as automatically extended in accordance with Section 7 thereof (but in no event later than February 1, 2015)) listed on Exhibit A hereto (collectively, the “Senior Noteholders”); the holders of the Company’s outstanding 11 3/4% Senior Subordinated Notes due May 1, 2010 (or such later maturity date as automatically extended in accordance with Section 7 thereof (but in no event later than May 1, 2015)) (the “Senior Subordinated Notes”) listed on Exhibit B hereto who execute this Agreement (collectively, the “Senior Subordinated Noteholders”); the holders of outstanding shares of the Company’s 8% Series A Preferred
SECURITY AGREEMENTSecurity Agreement • September 20th, 2006 • Ascent Energy Inc • Crude petroleum & natural gas • Texas
THIS SECURITY AGREEMENT (the “Agreement”) dated as of this 27 day of July, 2004, is by FORMAN PETROLEUM CORPORATION, a Louisiana corporation (“Forman”), ASCENT OIL AND GAS INC, a Delaware corporation (“Ascent Oil and Gas”), PONTOTOC ACQUISITION CORP., a Nevada corporation (“Pontotoc”), PONTOTOC PRODUCTION COMPANY, INC., a Texas corporation (“Pontotoc Texas”), OKLAHOMA BASIC ECONOMY CORPORATION, an Oklahoma corporation (“OBEC”), PONTOTOC HOLDINGS, INC., an Oklahoma corporation (“Holdings”), PONTOTOC GATHERING, L.L.C., an Oklahoma limited liability company (“Gathering”), ASCENT ENERGY HOLDINGS, INC., a Delaware corporation (“Ascent Holdings”), ASCENT ENERGY LOUISIANA, LLC, a Delaware limited liability company (“Ascent Louisiana”), ASCENT GP, LLC, a Delaware limited liability company (“Ascent GP”), ASCENT LP, LLC, a Delaware limited liability company (“Ascent LP”) and ASCENT OPERATING, L.P., a Delaware limited partnership (“Ascent Operating”; and together with Forman, Ascent Oil and Gas,
