Westport Finance Co Sample Contracts

Westport Finance Co – i 5.13 ERISA................................................................... ..............................42 5.14 Investment Company Act; Other Regulations.............................................................43 5.15 Subsidiaries................................................................... .......................43 5.16 Purpose of Loans................................ ......................................................43 5.17 Environmental Mat ters........................................................................... ......43 5.18 No Material Misstatements.................. (January 24th, 2003)

EXHIBIT 10.1 ================================================================================ CREDIT AGREEMENT among WESTPORT RESOURCES CORPORATION, as Borrower The Several Lenders from Time to Time Parties Hereto JPMORGAN CHASE BANK, as Administrative Agent CREDIT SUISSE FIRST BOSTON, CAYMAN ISLAND BRANCH, as Syndication Agent FLEET NATIONAL BANK, FORTIS CAPITAL CORP., and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents WACHOVIA BANK, NATIONAL ASSOCIATION, as Senior Managing Agent and BMO NESBITT BURNS FINANCING, INC. and WELLS FARGO BANK, N.A., as Managing Agents Dated as of December 17, 2002 ================================================================================ Joint Arrangers and Book Runners J.P. Morgan Securities Inc. Credit Suisse First Boston TABLE OF CONTENTS SECTION 1 DEFINITIONS.............................................................................................1 1.1 Defined Terms......................................................................

Westport Finance Co – FOURTH SUPPLEMENTAL INDENTURE (January 24th, 2003)

EXHIBIT 4.14 FOURTH SUPPLEMENTAL INDENTURE FOURTH SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of December 17, 2002, among Westport Resources Corporation, a company incorporated under the laws of the State of Nevada, formerly known as Belco Oil & Gas Corp. (the "COMPANY"), the existing Subsidiary Guarantors under the indenture referred to below (the "EXISTING SUBSIDIARY GUARANTORS"), the parties identified as New Subsidiary Guarantors on the signature page hereto (the "NEW SUBSIDIARY GUARANTORS"), and The Bank of New York, a New York banking corporation, as trustee under the indenture referred to below (the "TRUSTEE"). WITNESSETH WHEREAS, the Company and the Existing Subsidiary Guarantors have heretofore executed and delivered to the Trustee a certain Indenture (as previously amended, the "INDENTURE"), dated as of Se

Westport Finance Co – REGISTRATION RIGHTS AGREEMENT (January 24th, 2003)

EXHIBIT 4.6 EXECUTION COPY $300,000,000 WESTPORT RESOURCES CORPORATION 8 1/4% Senior Subordinated Notes Due 2011 REGISTRATION RIGHTS AGREEMENT December 17, 2002 CREDIT SUISSE FIRST BOSTON CORPORATION J.P. MORGAN SECURITIES INC. LEHMAN BROTHERS INC. WACHOVIA SECURITIES, INC. FLEET SECURITIES, INC. c/o CREDIT SUISSE FIRST BOSTON CORPORATION Eleven Madison Avenue New York, New York 10010-3629 Dear Sirs: Westport Resources Corporation, a Nevada corporation (the "ISSUER"), proposes to issue and sell to Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc., Lehman Brothers Inc., Wachovia Securities, Inc. and Fleet Securities, Inc. (collectively

Westport Finance Co – CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (January 18th, 2002)

EXHIBIT 10.27 CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT WESTPORT RESOURCES CORPORATION This CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (the "Agreement") is entered into as of December 1, 2001, between Westport Resources Corporation ("Westport"), and Lynn S. Belcher ("the Employee"). RECITALS WHEREAS, the Employee is a key employee of Westport and serves as Westport's Vice President and General Manager--Northern Business Unit, and Westport and the Employee desire to set forth herein the terms and conditions of the Employee's compensation in the event of a termination of the Employee's employment in connection with a Change in Control (as defined below). WHEREAS, in the event of a Change in Control, the Employee may be vulnerable to dismissal without regard to quality of the Employee's service, and Westpo

Westport Finance Co – REGISTRATION RIGHTS AGREEMENT (January 18th, 2002)

EXHIBIT 4.6 $275,000,000 WESTPORT RESOURCES CORPORATION 81/4% Senior Subordinated Notes Due 2011 REGISTRATION RIGHTS AGREEMENT October 31, 2001 CREDIT SUISSE FIRST BOSTON CORPORATION J.P. MORGAN SECURITIES INC. LEHMAN BROTHERS, INC., FLEET SECURITIES, INC. FORTIS INVESTMENT SERVICES LLC TD SECURITIES (USA) INC. U.S. BANCORP PIPER JAFFRAY INC. c/o CREDIT SUISSE FIRST BOSTON CORPORATION Eleven Madison Avenue New York, New York 10010-3629 Dear Sirs: Westport Resources Corporation, a Nevada corporation (the "ISSUER"), proposes to issue and sell to Credit Suisse First Boston Corporation, J.P Morgan Securities Inc., Lehman Brothers, Inc., Fleet Securities, Inc., Fortis Investment Services LLC., TD Securities (USA) Inc. and U.S

Westport Finance Co – CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (January 18th, 2002)

EXHIBIT 10.28 CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT WESTPORT RESOURCES CORPORATION This CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (the "Agreement") is entered into as of December 1, 2001, between Westport Resources Corporation ("Westport"), and Brian K. Bess ("the Employee"). RECITALS WHEREAS, the Employee is a key employee of Westport and serves as Westport's Vice President--Engineering , and Westport and the Employee desire to set forth herein the terms and conditions of the Employee's compensation in the event of a termination of the Employee's employment in connection with a Change in Control (as defined below). WHEREAS, in the event of a Change in Control, the Employee may be vulnerable to dismissal without regard to quality of the Employee's service, and Westport believes that it is in the

Westport Finance Co – CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (January 18th, 2002)

EXHIBIT 10.30 CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT WESTPORT RESOURCES CORPORATION This CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (the "Agreement") is entered into as of December 1, 2001, between Westport Resources Corporation ("Westport"), and Robert R. McBride ("the Employee"). RECITALS WHEREAS, the Employee is a key employee of Westport and serves as Westport's Vice President and General Manager--Gulf of Mexico Business Unit, and Westport and the Employee desire to set forth herein the terms and conditions of the Employee's compensation in the event of a termination of the Employee's employment in connection with a Change in Control (as defined below). WHEREAS, in the event of a Change in Control, the Employee may be vulnerable to dismissal without regard to quality of the Employee's service,

Westport Finance Co – FIRST SUPPLEMENTAL INDENTURE (January 18th, 2002)

EXHIBIT 4.5 ================================================================================ WESTPORT RESOURCES CORPORATION, a Nevada corporation, as Issuer, Each Subsidiary of the Issuer listed on the signatory pages hereto, as Subsidiary Guarantors, and THE BANK OF NEW YORK, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December 31, 2001 to INDENTURE Dated as of November 5, 2001 8 1/4% Senior Subordinated Notes due 2011 =

Westport Finance Co – TIA Indenture Section Section ------- --------- 310(a)(1) ..................................................... 7.10 (a)(2) .................................................. 7.10 (a)(3) .................................................. N.A. (a)(4) .................................................. N.A. (b) ..................................................... 7.08; 7.10 (c) ..................................................... N.A. 311(a) ........................................................ 7.11 (b) ..................................................... 7.11 (c) .......................... (January 18th, 2002)

EXHIBIT 4.4 ================================================================================ WESTPORT RESOURCES CORPORATION Issuer 8 1/4% Senior Subordinated Notes Due 2011 ---------- INDENTURE Dated as of November 5, 2001 ---------- THE BANK OF NEW YORK Trustee ================================================================================ CROSS-REFERENCE TABLE

Westport Finance Co – CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (January 18th, 2002)

EXHIBIT 10.24 CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT WESTPORT RESOURCES CORPORATION This CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (the "Agreement") is entered into as of December 1, 2001, between Westport Resources Corporation ("Westport"), and Grant W. Henderson ("the Employee"). RECITALS WHEREAS, the Employee is a key employee of Westport and serves as Westport's Executive Vice President and General Manager--Southern Business Unit, and Westport and the Employee desire to set forth herein the terms and conditions of the Employee's compensation in the event of a termination of the Employee's employment in connection with a Change in Control (as defined below). WHEREAS, in the event of a Change in Control, the Employee may be vulnerable to dismissal without regard to quality of the Employee's servic

Westport Finance Co – CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (January 18th, 2002)

EXHIBIT 10.26 CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT WESTPORT RESOURCES CORPORATION This CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (the "Agreement") is entered into as of December 1, 2001, between Westport Resources Corporation ("Westport"), and Kenneth D. Anderson ("the Employee"). RECITALS WHEREAS, the Employee is a key employee of Westport and serves as Westport's Vice President--Accounting, and Westport and the Employee desire to set forth herein the terms and conditions of the Employee's compensation in the event of a termination of the Employee's employment in connection with a Change in Control (as defined below). WHEREAS, in the event of a Change in Control, the Employee may be vulnerable to dismissal without regard to quality of the Employee's service, and Westport believes that it is in t

Westport Finance Co – ASSUMPTION AGREEMENT (January 18th, 2002)

EXHIBIT 10.5 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of December 31, 2001, is made by WHL, INC., a Delaware corporation (the "Additional Obligor"), in favor of JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank) as administrative agent (in such capacity, the "Administrative Agent") for the banks and other financial institutions (the "Lenders") parties to the Credit Agreement referred to below and all other Creditors (used herein as defined in the below defined Guarantee). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. RECITALS A. Westport Resources Corporation, a Nevada corporation (the "Borrower"), the Administrative Agent, the Syndication Agents, the Documentation Agents, and the Lenders have entered into a Credit Agreement, dated as of August

Westport Finance Co – CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (January 18th, 2002)

EXHIBIT 10.25 CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT WESTPORT RESOURCES CORPORATION This CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (the "Agreement") is entered into as of December 1, 2001, between Westport Resources Corporation ("Westport"), and Lon McCain ("the Employee"). RECITALS WHEREAS, the Employee is a key employee of Westport and serves as Westport's Vice President, Chief Financial Officer and Treasurer, and Westport and the Employee desire to set forth herein the terms and conditions of the Employee's compensation in the event of a termination of the Employee's employment in connection with a Change in Control (as defined below). WHEREAS, in the event of a Change in Control, the Employee may be vulnerable to dismissal without regard to quality of the Employee's service, and Westport belie

Westport Finance Co – CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (January 18th, 2002)

EXHIBIT 10.29 CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT WESTPORT RESOURCES CORPORATION This CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (the "Agreement") is entered into as of December 1, 2001, between Westport Resources Corporation ("Westport"), and Howard L. Boigon ("the Employee"). RECITALS WHEREAS, the Employee is a key employee of Westport and serves as Westport's Vice President--General Counsel and Secretary, and Westport and the Employee desire to set forth herein the terms and conditions of the Employee's compensation in the event of a termination of the Employee's employment in connection with a Change in Control (as defined below). WHEREAS, in the event of a Change in Control, the Employee may be vulnerable to dismissal without regard to quality of the Employee's service, and Westport believ

Westport Finance Co – THIRD SUPPLEMENTAL INDENTURE (January 18th, 2002)

EXHIBIT 4.10 THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of December 31, 2001, among Westport Resources Corporation, a company incorporated under the laws of the State of Nevada, formerly known as Belco Oil & Gas Corp. (the "COMPANY"), the existing Subsidiary Guarantors under the indenture referred to below (the "EXISTING SUBSIDIARY GUARANTORS"), the parties identified as New Subsidiary Guarantors on the signature page hereto (the "NEW SUBSIDIARY GUARANTORS"), and The Bank of New York, a New York banking corporation, as trustee under the indenture referred to below (the "TRUSTEE"). WITNESSETH WHEREAS, the Company and the Existing Subsidiary Guarantors have heretofore executed and delivered to the Trustee a certain Indenture (as previously amended, the "INDENTURE"), dated as of Se

Westport Finance Co – ASSUMPTION AGREEMENT (January 18th, 2002)

EXHIBIT 10.4 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of December 31, 2001, is made by WHG, INC., a Delaware corporation (the "Additional Obligor"), in favor of JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank) as administrative agent (in such capacity, the "Administrative Agent") for the banks and other financial institutions (the "Lenders") parties to the Credit Agreement referred to below and all other Creditors (used herein as defined in the below defined Guarantee). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. RECITALS A. Westport Resources Corporation, a Nevada corporation (the "Borrower"), the Administrative Agent, the Syndication Agents, the Documentation Agents, and the Lenders have entered into a Credit Agreement, dated as of Augus