Whittier Energy Corp Sample Contracts

AGREEMENT The undersigned reporting persons hereby agree that the statements filed pursuant to this Schedule 13D/A, to which this Agreement is filed as an exhibit, are filed on behalf of each of them. Date: September 17, 2003 Whittier Ventures LLC
Agreement • September 22nd, 2003 • Olympic Resources LTD • Oil & gas field exploration services

The undersigned reporting persons hereby agree that the statements filed pursuant to this Schedule 13D/A, to which this Agreement is filed as an exhibit, are filed on behalf of each of them.

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SECOND AMENDMENT to CREDIT AGREEMENT by and among WHITTIER ENERGY COMPANY, WHITTIER OPERATING, INC. and COMPASS BANK
Credit Agreement • March 29th, 2004 • Whittier Energy Corp • Oil & gas field exploration services • Texas
Exhibit 10.3
Letter Agreement • June 27th, 2003 • Olympic Resources LTD • Oil & gas field exploration services
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”).

EXHIBIT A ---------
Whittier Energy Corp • March 29th, 2004 • Oil & gas field exploration services • Texas
FIRST AMENDMENT to CREDIT AGREEMENT by and among WHITTIER ENERGY COMPANY, WHITTIER OPERATING, INC. and COMPASS BANK
Credit Agreement • March 29th, 2004 • Whittier Energy Corp • Oil & gas field exploration services • Texas
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.

AGREEMENT among
Agreement • July 23rd, 2003 • Olympic Resources LTD • Oil & gas field exploration services • Nevada
Exhibit 10.4
Letter Agreement • June 27th, 2003 • Olympic Resources LTD • Oil & gas field exploration services
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.

EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2005 • Whittier Energy Corp • Oil & gas field exploration services • Texas

THIS AGREEMENT ("Agreement") is made and entered into effective the 1st day of June, 2005 (the "Effective Date"), by and between Whittier Energy Corporation, a Nevada corporation (the "Company"), and Michael B. Young (the "Executive").

AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 9, 2006 AMONG WHITTIER ENERGY CORPORATION, AS BORROWER, BNP PARIBAS, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO
Credit Agreement • August 15th, 2006 • Whittier Energy Corp • Oil & gas field exploration services • Texas

THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 9, 2006, 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”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 24th, 2007 • Whittier Energy Corp • Oil & gas field exploration services

THIS AMENDMENT (the “Amendment”), made and entered into effective as of January 18, 2007, by and between WHITTIER ENERGY CORPORATION, a Nevada corporation (the “Company”), and DANIEL SILVERMAN (the “Executive”),

EXHIBIT B ---------
Stock Pledge Agreement • March 29th, 2004 • Whittier Energy Corp • Oil & gas field exploration services • Texas
WITNESSETH: -----------
Agreement and Plan of Merger • July 23rd, 2003 • Olympic Resources LTD • Oil & gas field exploration services • Nevada
Texas Independent Exploration Limited
Whittier Energy Corp • July 2nd, 2004 • Oil & gas field exploration services
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VOTING AGREEMENT
Voting Agreement • January 24th, 2007 • Whittier Energy Corp • Oil & gas field exploration services • Texas

THIS VOTING AGREEMENT, dated as of January 19, 2007 (this “Agreement”), is between Sterling Energy plc., a company incorporated in England and Wales (“Buyer”), and the other party signatory hereto (the “Stockholder”).

EXHIBIT 99.3
Olympic Resources LTD • June 27th, 2003 • Oil & gas field exploration services
THIRD AMENDMENT to CREDIT AGREEMENT by and among WHITTIER ENERGY COMPANY, WHITTIER OPERATING, INC. and COMPASS BANK
Credit Agreement • September 16th, 2004 • Whittier Energy Corp • Oil & gas field exploration services • Texas

This Third Amendment ("Third Amendment") to that certain Credit Agreement dated July 17, 2002 by and among WHITTIER ENERGY COMPANY, a Nevada corporation ("Whittier Energy"), and WHITTIER OPERATING, INC., a Texas corporation ("Whittier Operating") (collectively, the "Borrower") and COMPASS BANK, an Alabama state chartered bank (the "Bank") was entered into this 15th day of April 2004.

AGREEMENT AND PLAN OF MERGER by and among Whittier Energy Corporation RPC Acquisition Company, Inc. And RIMCO Production Company, Inc. dated as of April 18, 2005
Agreement and Plan of Merger • May 13th, 2005 • Whittier Energy Corp • Oil & gas field exploration services • Texas

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 18, 2005, is among Whittier Energy Corporation, a Nevada corporation (“Whittier”), RPC Acquisition Company, Inc., a Delaware corporation and a direct and wholly owned subsidiary of Whittier (“Merger Sub”), and RIMCO Production Company, Inc., a Delaware corporation (“RIMCO”).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT Among IMPERIAL PETROLEUM INC. as Seller, and WHITTIER ENERGY COMPANY AND PREMIER NATURAL RESOURCES, LLC as Buyer Dated June 26, 2006
Purchase and Sale Agreement • June 30th, 2006 • Whittier Energy Corp • Oil & gas field exploration services • Texas

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First Amendment”) is entered into as of June 26, 2006 by Imperial Petroleum, Inc., a Nevada corporation (Seller) and Whittier Energy Company, a Nevada corporation and Premier Natural Resources, LLC, a Delaware limited liability company (collectively, Buyer).

WARRANT TO PURCHASE COMMON STOCK OF OLYMPIC RESOURCES LTD.
Olympic Resources LTD • September 25th, 2003 • Oil & gas field exploration services • Nevada
EXHIBIT “C” Attached to and made a part of that certain Offer to Sell Letter Agreement dated June 7th, 2004 by and between Texas Independent Exploration Limited, et al, as Seller and Whittier Energy Company, as Buyer
Sell Letter Agreement • July 2nd, 2004 • Whittier Energy Corp • Oil & gas field exploration services

As additional consideration from Buyer to Seller for the transactions contemplated in the Agreement to which this Exhibit “C” is attached, Buyer shall carry (at no cost, risk or expense to Seller) to Casing Point (as hereinafter defined) Seller in the drilling of the first two (2) wells drilled on the Cameron 137 lease (see Exhibit “A” to said Agreement for description of said lease) after Closing and in the drilling of the first two (2) wells drilled on the Scott & Hopper leases (see said Exhibit “A” for descriptions of said leases) after Closing to the extent of the Retained Interest of Seller (as hereinafter defined) in the Cameron 137 lease and in the Scott & Hopper leases.

FIFTH AMENDMENT to CREDIT AGREEMENT by and among WHITTIER ENERGY COMPANY, WHITTIER OPERATING, INC. and COMPASS BANK
Whittier Energy Corp • September 16th, 2004 • Oil & gas field exploration services • Texas

This Fifth Amendment ("Fifth Amendment") to that certain Credit Agreement dated July 17, 2002 by and among WHITTIER ENERGY COMPANY, a Nevada corporation ("Whittier Energy"), and WHITTIER OPERATING, INC., a Texas corporation ("Whittier Operating") (collectively, the "Borrower") and COMPASS BANK, an Alabama state chartered bank (the "Bank") is entered into this 22nd day of June 2004.

SIXTH AMENDMENT to CREDIT AGREEMENT
Credit Agreement • March 31st, 2005 • Whittier Energy Corp • Oil & gas field exploration services • Texas

This Sixth Amendment (“Sixth Amendment”) to that certain Credit Agreement dated July 17, 2002 originally by and among WHITTIER ENERGY COMPANY, a Nevada corporation (“Whittier Energy”), WHITTIER OPERATING, INC., a Texas corporation (“Whittier Operating”) and COMPASS BANK, an Alabama state chartered bank (the “Bank”) is entered into this day of November 2004, by and among Whittier Energy, Whittier Operating, and OLYMPIC RESOURCES (ARIZONA) LTD., an Arizona corporation (collectively “Borrower”), WHITTIER ENERGY CORPORATION, a Nevada corporation (“Parent Company”) and Bank.

FOURTH AMENDMENT to CREDIT AGREEMENT by and among WHITTIER ENERGY COMPANY, WHITTIER OPERATING, INC. and COMPASS BANK
Whittier Energy Corp • September 16th, 2004 • Oil & gas field exploration services • Texas

This Fourth Amendment ("Fourth Amendment") to that certain Credit Agreement dated July 17, 2002 by and among WHITTIER ENERGY COMPANY, a Nevada corporation ("Whittier Energy"), and WHITTIER OPERATING, INC., a Texas corporation ("Whittier Operating") (collectively, the "Borrower") and COMPASS BANK, an Alabama state chartered bank (the "Bank") is entered into this 12th day of May 2004.

UPSIDE SHARING PAYMENT AGREEMENT
Upside Sharing Payment Agreement • July 2nd, 2004 • Whittier Energy Corp • Oil & gas field exploration services • Texas

This Upside Sharing Payment Agreement (this “Agreement”) is made this 16th day of June 2004, but effective as of March 1, 2004, by and between TEXAS INDEPENDENT EXPLORATION LIMITED, a Texas limited partnership and successor by conversion of Texas Independent Exploration, Inc., GULFCOAST ACQUISITIONS LIMITED, a Texas limited partnership and successor by conversion of Gulfcoast Acquisition Corporation, FREDERICK W. ZIMMERMAN d/b/a ISLAND RESOURCES and FREDERICK W. ZIMMERMAN, individually, hereinafter collectively referred to as “Seller” or “Sellers”) and WHITTIER ENERGY COMPANY, a Nevada corporation (hereinafter referred to as “Buyer”).

WHITTIER ENERGY CORPORATION STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • April 13th, 2005 • Whittier Energy Corp • Oil & gas field exploration services • Texas

THIS AGREEMENT is made as of the Effective Date (as set forth on the Summary of Stock Option Grant) between Whittier Energy Corporation, a Nevada corporation ("Whittier"), and Optionee pursuant to the Whittier Energy Corporation 2003 Long-Term Incentive Plan (the "Plan").

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 5th, 2006 • Whittier Energy Corp • Oil & gas field exploration services • Texas

This Agreement (“Agreement”) dated April , 2006, is between Imperial Petroleum, Inc., a Nevada corporation (herein called “Seller”) and Whittier Energy Company, a Nevada corporation, and Premier Natural Resources, LLC, a Delaware limited liability company (herein collectively called “Buyer”).

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