RECITALSAssignment and Assumption Agreement • February 23rd, 2000 • Prize Energy Corp • Crude petroleum & natural gas • Delaware
1 EXHIBIT 4.4 WARRANT AGREEMENT THIS AGREEMENT dated as of ___________, 1998, among VISTA ENERGY RESOURCES, INC., a Delaware corporation (the "Company") and [Stock Transfer Company of America, Inc.] (the "Warrant Agent"). W I T N E S S E T H: WHEREAS,...Warrant Agreement • July 2nd, 1998 • Vista Energy Resources Inc • Texas
RECITALSIndemnification Agreement • July 2nd, 1998 • Vista Energy Resources Inc • Delaware
1 EXHIBIT 4.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into as of the 8th day of February, 2000, by and among Vista Energy Resources, Inc., a...Registration Rights Agreement • February 23rd, 2000 • Prize Energy Corp • Crude petroleum & natural gas • Delaware
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 27th, 2001 • Prize Energy Corp • Crude petroleum & natural gas
2- 3 4. SALARY. Executive shall be paid the pro rata portion of her annual base salary of $50,000, less lawful taxes and withholdings, to and through the date of termination of the Employment Agreement in accordance with the Company's customary...Termination Agreement • July 2nd, 1998 • Vista Energy Resources Inc • Texas
REGISTRATION RIGHTS AGREEMENT FOR VISTA HOLDERSRegistration Rights Agreement • July 2nd, 1998 • Vista Energy Resources Inc • Delaware
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 1999 • Vista Energy Resources Inc • Crude petroleum & natural gas • Delaware
COMMON STOCKUnderwriting Agreement • September 20th, 2000 • Prize Energy Corp • Crude petroleum & natural gas • New York
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 6th, 2000 • Vista Energy Resources Inc • Crude petroleum & natural gas • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AMONG MAGNUM HUNTER RESOURCES, INC. ("PARENT"), PINTAIL ENERGY, INC. ("MERGER SUB") AND PRIZE ENERGY CORP. ("PRIZE") DECEMBER 17, 2001 TABLE OF CONTENTSAgreement and Plan of Merger • December 27th, 2001 • Prize Energy Corp • Crude petroleum & natural gas • Delaware
1 EXHIBIT 4.6 WARRANT AGREEMENT THIS AGREEMENT dated as of November 1, 1990, among MIDLAND RESOURCES, INC., a Texas corporation (the "Company") and Stock Transfer Company of America, Inc. (the "Warrant Agent"). W I T N E S S E T H: WHEREAS, the...Warrant Agreement • December 10th, 1999 • Vista Energy Resources Inc • Crude petroleum & natural gas • Texas
W I T N E S S E T H:Credit Agreement • May 15th, 2001 • Prize Energy Corp • Crude petroleum & natural gas
WITNESSETH:Credit Agreement • August 14th, 2000 • Prize Energy Corp • Crude petroleum & natural gas
RECITALSIndemnification Agreement • July 2nd, 1998 • Vista Energy Resources Inc • Delaware
EXHIBIT 10.1 FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Fifth Amendment to Amended and Restated Credit Agreement (this "Fifth Amendment") is executed as of the 30th day of July, 2001 (the "Effective Date"), by and among Prize Energy...Credit Agreement • August 14th, 2001 • Prize Energy Corp • Crude petroleum & natural gas
1 EXHIBIT 10.4 ADVISORY SERVICES AGREEMENT This Advisory Services Agreement, effective as of _________________________, 1998 (this "Agreement") is between Vista Energy Resources, Inc., a Delaware corporation (the "Company"), and Natural Gas Partners...Advisory Services Agreement • July 2nd, 1998 • Vista Energy Resources Inc • Delaware
EXHIBIT 10.5 AMENDED AND RESTATED CREDIT AGREEMENT VISTA RESOURCES PARTNERS, L.P.Credit Agreement • July 2nd, 1998 • Vista Energy Resources Inc • Texas
EXHIBIT 10.1 SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Sixth Amendment to Amended and Restated Credit Agreement (this "Sixth Amendment") is executed as of October 31, 2001, to be effective as of October 1, 2001 (the "Effective...Credit Agreement • November 14th, 2001 • Prize Energy Corp • Crude petroleum & natural gas
1 EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 23rd, 2000 • Prize Energy Corp • Crude petroleum & natural gas • New York
EXHIBIT 10.2 VOTING AND SHAREHOLDERS AGREEMENT This VOTING AND SHAREHOLDERS AGREEMENT (this "AGREEMENT"), is made and entered into as of the 8th day of February, 2000, by and among Prize Energy Corp. (formerly known as Vista Energy Resources, Inc.), a...Voting and Shareholders Agreement • February 23rd, 2000 • Prize Energy Corp • Crude petroleum & natural gas • Delaware
EXHIBIT 10.3Consulting and Termination Agreement • November 15th, 1999 • Vista Energy Resources Inc • Crude petroleum & natural gas • Texas
AGREEMENT TO VOTEAgreement to Vote • December 27th, 2001 • Prize Energy Corp • Crude petroleum & natural gas • Delaware
1 EXHIBIT 10.8 MIDLAND OPTION EXERCISE AGREEMENT NOTE: SIGNATURE MUST BE PROVIDED BELOW AND ON THE SCHEDULE OF OWNERSHIP. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. To Midland Resources, Inc., a Texas corporation (the "Company"): The...Option Exercise Agreement • July 2nd, 1998 • Vista Energy Resources Inc
Page 2 3 2. It is understood and agreed that Contractor is acting solely as an independent contractor under this Agreement. Accordingly, this Agreement is not intended to create, and shall not be construed as creating, any assignment, assumption or...Contract Operating Agreement • July 2nd, 1998 • Vista Energy Resources Inc • Texas
PARTIESWarley Settlement Agreement • July 2nd, 1998 • Vista Energy Resources Inc • Texas
LEASE AMENDMENTVista Energy Resources Inc • July 2nd, 1998
AMENDMENT TO ADVISORY SERVICES AND INDEMNIFICATION AGREEMENTAdvisory Services and Indemnification Agreement • August 23rd, 2000 • Prize Energy Corp • Crude petroleum & natural gas • Texas
1 EXHIBIT 10.3 RELEASE AND HOLD HARMLESS AGREEMENT This Release and Hold Harmless Agreement (the "Agreement") is entered into between Marilyn D. Wade ("Wade"), Deas H. Warley III ("Warley") and Midland Resources, Inc., a Texas corporation ("Midland")....Release and Hold Harmless Agreement • July 2nd, 1998 • Vista Energy Resources Inc • Texas
AMENDMENT NO. 1Vista Energy Resources Inc • July 2nd, 1998 • Texas
RECITALSBusiness Consultant Agreement • November 6th, 1998 • Vista Energy Resources Inc • Crude petroleum & natural gas • Texas
OFFICE LEASEOffice Lease • July 2nd, 1998 • Vista Energy Resources Inc • Texas
Ratio of Outstanding Credit to Borrowing Base Letter of Credit Fee % ------------------------ ---------------------- < .50 to 1 1.250% > or = .50 to 1 < .75 to 1 1.500% > or = .75 to 1 < .90 to 1 1.750% > or = .90 to 1 1.875%Credit Agreement • November 13th, 2000 • Prize Energy Corp • Crude petroleum & natural gas
