Xplor Energy Inc Sample Contracts

Xplor Energy Inc – REGISTRATION RIGHTS AGREEMENT (December 3rd, 1997)

EXHIBIT 10.12 XPLOR ENERGY, INC. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT is executed and delivered on this 24th day of September, 1997 (this "Agreement"), by and between XPLOR ENERGY, INC., a Delaware corporation (the "Company"), and ERI INVESTMENTS, INC., a Delaware corporation ("Equitable"), and 420 ENERGY INVESTMENTS, INC., a Delaware corporation ("Energy") (each of Equitable and Energy a "Stockholder"), and collectively the "Stockholders"); W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company and the Stockholders are parties to that certain Acquisition Agreement and Plan of Organization dated as of August 19, 1997 (the "Acquisition Agreement") pursuant to which the Company will acquire all of the outstanding South Coast Ownership Interests (as defi

Xplor Energy Inc – STOCK OPTION AGREEMENT (December 3rd, 1997)

EXHIBIT 10.7 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement"), is made as of the 6th day of August, 1996, by and between Araxas Energy Corporation, an Oklahoma corporation, having its principal executive office and place of business at 10200 Grogans Mill Road, Suite 500, The Woodlands, Texas 77380 ("Araxas"), and Stratum Group, L.P., a Delaware limited partnership ("Stratum"), with offices at 650 Fifth Avenue, 24th Floor, New York, New York 10019. W I T N E S S T H: - - - - - - - - - WHEREAS, Araxas desires, pursuant to the terms of this Agreement, to grant Stratum the right to purchase shares of common stock of Araxas, par value $0.01 per share (the "Araxas Common Stock") in accordance with the terms of this Agreement in consideration for payment on the Closing Date by Stratum

Xplor Energy Inc – STOCK PURCHASE WARRANT (December 3rd, 1997)

EXHIBIT 10.9 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE SUBJECT TO CERTAIN RESTRICTIONS CONTAINED IN PART 8 HEREOF WITH RESPECT TO THEIR TRANSFER, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. XPLOR ENERGY, INC. STOCK PURCHASE WARRANT ---------------------- September 24, 1997 Certificate No. W-1 This Stock Purchase Warrant ("Warrant") is issued as of the 24th day of September, 1997, by XPLOR Energy, Inc., a Delaware corporation (the "Company"), to Credit Lyonnais New York Branch, a duly licensed branch under the New York Banking Law of a foreign banking corpor

Xplor Energy Inc – PROMISSORY NOTE (December 3rd, 1997)

EXHIBIT 10.14 PROMISSORY NOTE $5,000,000 The Woodlands, Texas July 7, 1997 For value received, the undersigned, Araxas Holdings, Inc., a Delaware corporation, and Araxas Energy Corporation, an Oklahoma corporation ("Energy") (collectively, the "Maker"), promises to pay ERI Investments, Inc. ("Payee") at the office of Payee at 911 Washington Street, Wilmington, Delaware 19801, the principal sum of Five Million and No/100 Dollars ($5,000,000), payable in lawful money of the United States of America in the manner set forth below; provided, however, the principal amount evidenced by this Promissory Note, shall become satisfied in full and Maker shall not be obligated hereunder for any principal if: (i) on or before July 31, 1998, Maker, Payee and/or Payee's desi

Xplor Energy Inc – REGISTRATION RIGHTS AGREEMENT (December 3rd, 1997)

EXHIBIT 10.11 XPLOR ENERGY, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is being executed and delivered on this 24th day of September, 1997, to be effective as of such date (this "Agreement"), by and between XPLOR Energy, Inc., a Delaware corporation (the "Company"), and Credit Lyonnais New York Branch, a duly licensed branch under the New York Banking Law of a foreign bank corporation organized under the laws of the Republic of France ("Stockholder"). W I T N E S S E T H: WHEREAS, the Company and Stockholder entered into that certain Stock Purchase Warrant of even date herewith (the "Warrant"). NOW, THEREFORE, in consideration of the premises and the mutual terms, covenants and conditions herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as f

Xplor Energy Inc – PROMISSORY NOTE (December 3rd, 1997)

EXHIBIT 10.25 PROMISSORY NOTE The Woodlands, Texas September 24, 1997 For value received, the undersigned, XPLOR Energy, Inc., a Delaware corporation ("Maker"), promises to pay John L. Faulkinberry and Greta G. Faulkinberry ("Payee"), at 42 West Rock Wing Place, The Woodlands, Texas 77381, the principal sum due hereunder on December 31, 1998 ("Maturity Date"), together with interest accrued thereon at the rate set forth below. If on or before December 31, 1998, (i) Maker closes the sale for cash of equity securities of Maker in a firm commitment underwritten public offering by Maker registered under the Securities Act of 1933, as amended ("IPO"), or (ii) Maker is merged or consolidated with, or all or substantially all of its assets are sold to, another entity, and immediately after such transaction the voting power of such other entity is not contr

Xplor Energy Inc – RELEASE AND TERMINATION AGREEMENT (December 3rd, 1997)

EXHIBIT 10.10 RELEASE AND TERMINATION AGREEMENT This Release and Termination Agreement (the "Agreement") is executed as of the 24th day of September, 1997, by and among South Coast Exploration Company ("South Coast"), Weisser, Johnson & Co. Capital Corporation ("Weisser Capital"), Weisser, Johnson & Co. ("Weisser Co."), Ron A. Krenzke ("Krenzke"), Craig S. Davis ("Davis") and Philip V. Duggan ("Duggan"). RECITALS WHEREAS, as of September 1, 1995, South Coast, Weisser Co., Krenzke, Davis and Duggan entered into an Option Agreement (the "Option Agreement") in which Krenzke, Davis and Duggan granted Weisser Co. an option to purchase certain shares of South Coast; WHEREAS, as of December 16, 1996, South Coast and Weisser Capital entered into a Letter Agreement (the "Letter Agreement") which specified agreements between the parties concerning

Xplor Energy Inc – REGISTRATION AGREEMENT (December 3rd, 1997)

EXHIBIT 10.13 REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (this "Agreement") dated as of September 1, 1995 is made by and among South Coast Exploration Company, a Texas corporation (the "Company"), Ron A. Krenzke, Craig S. Davis and Philip V. Duggan, each an individual (the "Management Shareholders"), EQT Capital Corporation, a Delaware corporation ("EQT"), and Weisser, Johnson & Co., a Delaware corporation (the "Option Holder") (the Management Shareholders), EQT and the Option Holder are collectively referred to herein as the "Shareholders" and each is referred to herein as a "Shareholder"). The Company and EQT are parties to a Stock Purchase Agreement of even date herewith (the "Purchase Agreement"). In order to induce EQT to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.

Xplor Energy Inc – SUBORDINATION AGREEMENT (December 3rd, 1997)

EXHIBIT 10.3 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this "AGREEMENT") dated as of September 24, 1997, is by and between CRAIG S. DAVIS, PHILIP V. DUGGAN and RON A. KRENZKE, individually and as Agent for the holders of the hereinafter defined Subordinate Notes (together with their respective successors and assigns, collectively referred to herein as "SUBORDINATE LENDERS"), CREDIT LYONNAIS NEW YORK BRANCH, a duly licensed branch under the New York Banking Law of a foreign banking corporation organized under the laws of the Republic of France, as Agent for the Lenders described therein (together with any successors and assigns, "SENIOR LENDER"), and XPLOR ENERGY, INC., a Delaware corporation ("BORROWER"). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Senior Credit Agreement (as hereinafter defined)

Xplor Energy Inc – SUBORDINATION AGREEMENT (December 3rd, 1997)

EXHIBIT 10.4 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this "AGREEMENT") dated as of September 24, 1997, is by and between ERI INVESTMENTS, INC. (together with any successors and assigns, "SUBORDINATE LENDER"), CREDIT LYONNAIS NEW YORK BRANCH, a duly licensed branch under the New York Banking Law of a foreign banking corporation organized under the laws of the Republic of France, as Agent for the Lenders described therein (together with any successors and assigns, "SENIOR LENDER"), and XPLOR Energy, Inc., a Delaware corporation (formerly known as Araxas Holdings, Inc.) ("XPLOR") and ARAXAS ENERGY CORPORATION, an Oklahoma Corporation ("ENERGY") (XPLOR and Energy are collectively referred to herein as "BORROWER"). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Senior Credit Agreement (as hereinafter d

Xplor Energy Inc – PROMISSORY NOTE (December 3rd, 1997)

EXHIBIT 10.16 PROMISSORY NOTE Due September 30, 1998 $1,000,000 The Woodlands, Texas September 24, 1997 THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR COMPLIANCE WITH AN EXEMPTION FROM SUCH REGISTRATION. THE HOLDER, BY ACCEPTANCE HEREOF, AGREES TO PROVIDE MAKER WITH SUCH DOCUMENTS AND ASSURANCES AS MAKER MAY REQUEST WITH RESPECT TO COMPLIANCE WITH THE FOREGOING RESTRICTIONS PRIOR TO REGISTRATION OF ANY PURPORTED TRANSFER OR ASSIGNMENT OF THIS INSTRUMENT. For value received, the undersigned, XPLOR Energy, Inc., a Delaware co

Xplor Energy Inc – GUARANTY (December 3rd, 1997)

EXHIBIT 10.2 GUARANTY THIS GUARANTY is executed as of September 24, 1997, by each of the undersigned (collectively, "GUARANTORS", for the benefit of CREDIT LYONNAIS NEW YORK BRANCH (in its capacity as Agent for the Lenders now or in the future party to the Credit Agreement described below, "AGENT"). ARAXAS SPV-I, INC, an Oklahoma corporation ("BORROWER"), Agent, and Lenders have executed that certain Credit Agreement (as renewed, extended, amended, or restated, the "CREDIT AGREEMENT") dated of even date herewith. Each Guarantor either (i) owns directly, or through other Guarantors, all of the issued and outstanding capital stock of Borrower, or (ii) is an affiliate of Borrower and is a wholly-owned subsidiary, directly or indirectly, of the ultimate parent of Borrower. The execution and delivery of this guaranty are requirements to Agent's and Lenders' execution o

Xplor Energy Inc – Re: Severance Agreement (December 3rd, 1997)

EXHIBIT 10.23 ARAXAS ENERGY CORPORATION ARAXAS EXPLORATION, INC. September 24, 1997 John L. Faulkinberry 42 West Rock Wing Place The Woodlands, Texas 77381 Re: Severance Agreement Dear John: This letter will confirm the terms of your severance agreement with Araxas Exploration, Inc. ("Exploration"), Araxas Energy Corporation ("Araxas"), and XPLOR Energy, Inc. ("XPLOR") and the other subsidiaries and affiliates of Exploration, Araxas and XPLOR (collectively referred to as the "Company"), which are set forth below: 1. Your resignation as an employee and officer of the Company will be effective on the date you execute and deliver to the Company this letter agreement ("Effective Date"). 2. On the Effective Date, Company agrees to pay you $50,000 subject to tax withholding obligations of any appli

Xplor Energy Inc – PROMISSORY NOTE (December 3rd, 1997)

EXHIBIT 10.17 PROMISSORY NOTE Due September 30, 1998 $1,000,000 The Woodlands, Texas September 24, 1997 THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR COMPLIANCE WITH AN EXEMPTION FROM SUCH REGISTRATION. THE HOLDER, BY ACCEPTANCE HEREOF, AGREES TO PROVIDE MAKER WITH SUCH DOCUMENTS AND ASSURANCES AS MAKER MAY REQUEST WITH RESPECT TO COMPLIANCE WITH THE FOREGOING RESTRICTIONS PRIOR TO REGISTRATION OF ANY PURPORTED TRANSFER OR ASSIGNMENT OF THIS INSTRUMENT. For value received, the undersigned, XPLOR Energy, Inc., a Delaware cor

Xplor Energy Inc – PROMISSORY NOTE (December 3rd, 1997)

EXHIBIT 10.15 PROMISSORY NOTE Due September 30, 1998 $1,000,000 The Woodlands, Texas September 24, 1997 THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR COMPLIANCE WITH AN EXEMPTION FROM SUCH REGISTRATION. THE HOLDER, BY ACCEPTANCE HEREOF, AGREES TO PROVIDE MAKER WITH SUCH DOCUMENTS AND ASSURANCES AS MAKER MAY REQUEST WITH RESPECT TO COMPLIANCE WITH THE FOREGOING RESTRICTIONS PRIOR TO REGISTRATION OF ANY PURPORTED TRANSFER OR ASSIGNMENT OF THIS INSTRUMENT. For value received, the undersigned, XPLOR Energy, Inc., a Delaware co

Xplor Energy Inc – ACQUISITION AGREEMENT AND PLAN OF ORGANIZATION (October 14th, 1997)

EXHIBIT 2.1 ________________________________________________________________________________ ACQUISITION AGREEMENT AND PLAN OF ORGANIZATION ________________________________________________________________________________ ACQUISITION OF ARAXAS ENERGY CORPORATION AND SOUTH COAST EXPLORATION COMPANY INTERACTIVE EXPLORATION SOLUTIONS, INC. AND SOCO EXPLORATION, L.P. BY ARAXAS HOLDINGS, INC. AUGUST 19, 1997 TABLE OF CONTENTS ARTICLE I - DEFINITIONS.................................................. 1 1.

Xplor Energy Inc – EMPLOYMENT AGREEMENT (October 14th, 1997)

EXHIBIT 10.20 EMPLOYMENT AGREEMENT -------------------- (REVISED) --------- This revised Agreement is entered into this 22nd day of July 1997, to be effective on the date set forth below, by and between Araxas Energy Corporation, an Oklahoma corporation ("Corporation"), and Stephen M. Clark ("Employee"). WITNESSETH: ----------- WHEREAS, Corporation desires to employ Employee, and Employee desires to accept such employment; WHEREAS, Corporation and Employee desire to agree to the specific term of such employment set forth in this Agreement; NOW, THEREFORE, in consideration of the recitations stated above and the mutual terms, covenants and conditions contained herein, Corpora

Xplor Energy Inc – LONG-TERM INCENTIVE PLAN (October 14th, 1997)

EXHIBIT 10.6 XPLOR ENERGY, INC. LONG-TERM INCENTIVE PLAN First Amendment --------------- XPLOR Energy, Inc. (the "Company"), having established the XPLOR Energy, Inc. Long-Term Incentive Plan, effective September 30, 1997 (the "Plan"), and having reserved the right under Section 11 thereof to amend the Plan, does hereby amend the Plan as follows: 1. Section 3 of the Plan is hereby amended in its entirety, to read as follows: "3. Eligibility. All employees, independent contractors and consultants of the Company and its Subsidiaries are eligible for Awards under this Plan; provided, however that only an employee of the Company and its Subsidiaries will be deemed eligible for an ISO under this Plan. The Committee shall select the Participants in the Plan from

Xplor Energy Inc – LONG-TERM INCENTIVE PLAN (October 14th, 1997)

EXHIBIT 10.5 XPLOR ENERGY, INC. LONG-TERM INCENTIVE PLAN 1. OBJECTIVES. The XPLOR Energy, Inc. Long-Term Incentive Plan (the "Plan") is designed to retain selected employees of XPLOR Energy, Inc. (the "Company") and its Subsidiaries and reward them for making significant contributions to the success of the Company and its Subsidiaries. These objectives are to be accomplished by making awards under the Plan and thereby providing Participants with a proprietary interest in the growth and performance of the Company and its Subsidiaries. 2. DEFINITIONS. As used herein, the terms set forth below shall have the following respective meanings: "AWARD" means the grant of any form of ISO, Nonqualified Option, stock appreciation right, stock award or cash award, whether granted singly, in combination or in tandem, to a Participant pursuant to

Xplor Energy Inc – EMPLOYMENT AGREEMENT (October 14th, 1997)

EXHIBIT 10.21 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into this 24th day of September, 1997, to be effective on the date set forth below, by and between XPLOR Energy, Inc., a Delaware corporation ("Corporation"), and Philip V. Duggan ("Employee"). WITNESSETH: WHEREAS, Corporation desires to employ Employee, and Employee desires to accept such employment; WHEREAS, Corporation and Employee desire to agree to the specific terms of such employment set forth in this Agreement. NOW, THEREFORE, in consideration of the recitations stated above and the mutual terms, covenants and conditions contained herein, Corporation and Employee agree as follows: 1. EMPLOYMENT 1.1 Employment. Corporation hereby employs Employee and Employee hereby accepts such employment, as Director-Technology Dev

Xplor Energy Inc – EMPLOYMENT AGREEMENT (October 14th, 1997)

EXHIBIT 10.19 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into this 24th day of September, 1997, to be effective on the date set forth below, by and between XPLOR Energy, Inc., a Delaware corporation ("Corporation"), and R. A. Krenzke ("Employee"). WITNESSETH: WHEREAS, Corporation desires to employ Employee, and Employee desires to accept such employment; WHEREAS, Corporation and Employee desire to agree to the specific terms of such employment set forth in this Agreement. NOW, THEREFORE, in consideration of the recitations stated above and the mutual terms, covenants and conditions contained herein, Corporation and Employee agree as follows: 1. EMPLOYMENT 1.1 Employment. Corporation hereby employs Employee and Employee hereby accepts such employment, as Executive Vice President

Xplor Energy Inc – EMPLOYMENT AGREEMENT (October 14th, 1997)

EXHIBIT 10.18 EMPLOYMENT AGREEMENT -------------------- (REVISED) This revised Agreement is entered into this 18th day of June, 1997, to be effective on the date set forth below, by and between Araxas Energy Corporation, an Oklahoma corporation ("Corporation"), and Steven W. Nance ("Employee"). WITNESSETH: ---------- WHEREAS, Corporation desires to employ Employee, and Employee desires to accept such employment; WHEREAS, Corporation and Employee desire to agree to the specific term of such employment set forth in this Agreement. NOW, THEREFORE, in consideration of the recitations stated above and the mutual terms, covenants and conditions contained herein, Corporation and Employee agree as follows: 1. EMPLOYMENT

Xplor Energy Inc – EMPLOYMENT AGREEMENT (October 14th, 1997)

EXHIBIT 10.22 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into this 24th day of September, 1997, to be effective on the date set forth below, by and between XPLOR Energy, Inc., a Delaware corporation ("Corporation"), and Craig S. Davis ("Employee"). WITNESSETH: WHEREAS, Corporation desires to employ Employee, and Employee desires to accept such employment; WHEREAS, Corporation and Employee desire to agree to the specific terms of such employment set forth in this Agreement. NOW, THEREFORE, in consideration of the recitations stated above and the mutual terms, covenants and conditions contained herein, Corporation and Employee agree as follows: 1. EMPLOYMENT 1.1 Employment. Corporation hereby employs Employee and Employee hereby accepts such employment, as Vice President, Geoph

Xplor Energy Inc – CREDIT AGREEMENT (October 14th, 1997)

Exhibit 10.1 CREDIT AGREEMENT between ARAXAS SPV-I, INC. Borrower CREDIT LYONNAIS NEW YORK BRANCH Agent and CERTAIN LENDERS Lenders September 24, 1997 TABLE OF CONTENTS ----------------- SECTION 1. DEFINITIONS AND TERMS................................. 1 1.1 Definitions........................................... 1 1.2 Time References....................................... 14 1.3 Other References..........