HELMERICH & PAYNE EXPLORATION AND PRODUCTION CO. and UMB BANK, N.A., Rights Agent Rights Agreement Dated as of February 23, 2002Rights Agreement • May 9th, 2002 • Cimarex Energy Co • Delaware
RIGHTS AGREEMENT, dated as of February 23, 2002 (the "Agreement"), between Helmerich & Payne Exploration and Production Co., a Delaware corporation (the "Company"), and UMB Bank, N.A., a national banking corporation (the "Rights Agent").
CREDIT AGREEMENT dated as of April 14, 2009 among CIMAREX ENERGY CO., as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Syndication Agents, COMPASS BANK, and...Credit Agreement • April 20th, 2009 • Cimarex Energy Co • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of April 14, 2009 is among: Cimarex Energy Co., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMorgan Chase Bank, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Bank of America, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents for the Lenders (in such capacity, together with their successors in such capacity, the “Syndication Agents”); Compass Bank and Deutsche Bank Securities Inc., as Co-Documentation Agents for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agents”).
CREDIT AGREEMENT dated as of July 14, 2011 among CIMAREX ENERGY CO., as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, N.A. and DEUTSCHE BANK SECURITIES INC., as Co-Syndication Agents, UNION BANK, N.A. and BBVA COMPASS...Credit Agreement • July 18th, 2011 • Cimarex Energy Co • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of July 14, 2011 is among: Cimarex Energy Co., a Delaware corporation (the “Borrower”); each of the Lenders from time to time party hereto; JPMorgan Chase Bank, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Wells Fargo Bank, N.A. and Deutsche Bank Securities, Inc., as Co-Syndication Agents for the Lenders (in such capacity, together with their successors in such capacity, the “Syndication Agents”); and Union Bank, N.A. and BBVA Compass Bank, as Co-Documentation Agents for the Lenders (in such capacity, together with their successors in such capacity, the “Documentation Agents”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2013 • Cimarex Energy Co • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the day of , 20 , by and between Cimarex Energy Co., a Delaware corporation (the “Company”), and (the “Indemnitee”).
CIMAREX ENERGY CO. Underwriting AgreementCimarex Energy Co • March 26th, 2012 • Crude petroleum & natural gas • New York
Cimarex Energy Co., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $750,000,000 principal amount of its 5.875% Senior Notes due 2022 (the “Securities”). The Securities will be issued pursuant to an Indenture (the “Base Indenture”), as supplemented by the Supplemental Indenture to be dated as of April 5, 2012 (the “Supplemental Indenture” and, the Base Indenture as supplemented by the Supplemental Indenture, the “Indenture”) among the Company, the subsidiary guarantors listed in Schedule 2 hereto (the “Subsidiary Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Subsidiary Guarantors (the “Guarantees”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2005 • Cimarex Energy Co • Crude petroleum & natural gas • Colorado
This Employment Agreement, dated as of March 11, 2002, is by and between Key Production Company, Inc., a Delaware corporation (the "Employer"), and Richard S. Dinkins (the "Employee").
CIMAREX ENERGY CO. 4.375% Senior Notes due 2029 Underwriting AgreementUnderwriting Agreement • March 8th, 2019 • Cimarex Energy Co • Crude petroleum & natural gas • New York
Optional Redemption: Prior to December 15, 2028, make-whole call at Treasury Rate +25 bps plus accrued and unpaid interest; on or after December 15, 2028, 100% plus accrued and unpaid interest
AGREEMENT AND PLAN OF MERGER AMONG CIMAREX ENERGY CO. ("PARENT"), CIMAREX NEVADA ACQUISITION CO. ("MERGER SUB") AND MAGNUM HUNTER RESOURCES, INC. ("COMPANY") JANUARY 25, 2005Agreement and Plan of Merger • January 28th, 2005 • Cimarex Energy Co • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger (this "Agreement") is made and entered into as of January 25, 2005, by and among Cimarex Energy Co., a Delaware corporation ("Parent"); Cimarex Nevada Acquisition Co., a Nevada corporation and a wholly-owned subsidiary of Parent ("Merger Sub"); and Magnum Hunter Resources, Inc., a Nevada corporation (the "Company").
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2009 • Cimarex Energy Co • Crude petroleum & natural gas
This Amendment to Employment Agreement between Cimarex Energy Co, the successor to Key Production Company, Inc. (the "Employer") and Joseph R. Albi (the "Employee") is effective as of January 1, 2009.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 5, 2019 amongCredit Agreement • February 7th, 2019 • Cimarex Energy Co • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 5, 2019 (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among CIMAREX ENERGY CO., a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (JPMCB in such capacity, together with any successor(s) thereto in such capacity, the “Administrative Agent”), WELLS FARGO BANK, N.A. (“Wells Fargo”), as syndication agent (Wells Fargo in such capacity, together with any successor(s) thereto in such capacity, the “Syndication Agent”), BMO HARRIS BANK N.A., COMPASS BANK, MUFG UNION BANK, N.A., PNC BANK, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA, HOUSTON BRANCH and U.S. BANK NATIONAL ASSOCIATION, as co-documentation agents (in such capacity, together with any successor(s) thereto in such capacity, individually, a “Documentation Agent” and, collectively, the “Documentation Agents”), and certain commercial lending institutions as are
VOTING AND SUPPORT AGREEMENTJoinder Agreement • November 20th, 2018 • Cimarex Energy Co • Crude petroleum & natural gas • Delaware
This VOTING AGREEMENT, dated as of November 18, 2018 (this “Agreement”), is entered into by and among Cimarex Energy Co., a Delaware corporation (“Parent”), and the undersigned signatory set forth on the signature pages hereto under the heading “Company Stockholder” (“Company Stockholder”). Parent and Company Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTJoinder Agreement • November 20th, 2018 • Cimarex Energy Co • Crude petroleum & natural gas • Delaware
This VOTING AGREEMENT, dated as of November 18, 2018 (this “Agreement”), is entered into by and among Cimarex Energy Co., a Delaware corporation (“Parent”), and the undersigned signatories set forth on the signature pages hereto under the heading “Company Stockholders” (collectively, the “Company Stockholders”; provided that if there is only one Company Stockholder on the signature pages hereto, references herein to the plural “Company Stockholders” shall be deemed to be references to a singular “Company Stockholder”). Parent and the Company Stockholders are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and amongAgreement and Plan of Merger • November 20th, 2018 • Cimarex Energy Co • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 18, 2018 (this “Agreement”), by and among Cimarex Energy Co., a Delaware corporation (“Parent”), CR Sub 1 Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub 1”), CR Sub 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), and Resolute Energy Corporation, a Delaware corporation (the “Company”).
CIMAREX ENERGY CO. 6,000,000 Shares of Common Stock Underwriting AgreementCimarex Energy Co • May 21st, 2015 • Crude petroleum & natural gas • New York
SEVERANCE COMPENSATION AGREEMENTSeverance Compensation Agreement • March 13th, 2020 • Cimarex Energy Co • Crude petroleum & natural gas • Colorado
This Severance Compensation Agreement (this “Agreement”) is made and entered into as of [month/day/year] (the “Effective Date”) by and between [_________] (the “Executive”) and Cimarex Energy Co., a Delaware corporation (the “Company”).
CREDIT AGREEMENT dated as of October 16, 2015 amongCredit Agreement • October 21st, 2015 • Cimarex Energy Co • Crude petroleum & natural gas
THIS CREDIT AGREEMENT, dated as of October 16, 2015 (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among CIMAREX ENERGY CO., a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (JPMCB in such capacity, together with any successor(s) thereto in such capacity, the “Administrative Agent”), WELLS FARGO BANK, N.A. (“Wells Fargo”), as syndication agent (Wells Fargo in such capacity, together with any successor(s) thereto in such capacity, the “Syndication Agent”), Compass Bank, Deutsche Bank Securities Inc. and MUFG Union Bank, N.A., as documentation agents (in such capacity, together with any successor(s) thereto in such capacity, individually, a “Documentation Agent” and, collectively, the “Documentation Agents”), and certain commercial lending institutions as are or may become parties hereto (collectively, the “Lenders”).
CIMAREX ENERGY CO. 3.90% Senior Notes due 2027 Underwriting AgreementUnderwriting Agreement • April 7th, 2017 • Cimarex Energy Co • Crude petroleum & natural gas • New York
Optional Redemption: Prior to February 15, 2027, make-whole call at Treasury Rate +25 bps plus accrued and unpaid interest; on or after February 15, 2027, 100% plus accrued and unpaid interest
71/8% Senior Notes due 2017Cimarex Energy Co • May 2nd, 2007 • Crude petroleum & natural gas • New York
INDENTURE dated as of May 1, 2007 among Cimarex Energy Co., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
First Amendment to Amended and Restated Credit AgreementCredit Agreement • June 4th, 2020 • Cimarex Energy Co • Crude petroleum & natural gas • New York
This First Amendment to Amended and Restated Credit Agreement (this “First Amendment”) dated as of June 3, 2020, is among Cimarex Energy Co., a Delaware corporation (the “Borrower”), the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”) party hereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
CIMAREX ENERGY CO. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 4.375% Senior Notes due 2029Second Supplemental Indenture • March 8th, 2019 • Cimarex Energy Co • Crude petroleum & natural gas • New York
SECOND SUPPLEMENTAL INDENTURE dated as of March 8, 2019 (“Supplemental Indenture”) by and between CIMAREX ENERGY CO., a Delaware corporation (as further defined in the Base Indenture referred to below, the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (as further defined in the Base Indenture, the “Trustee”), supplementing the Indenture dated as of April 10, 2017 by and between the Company and the Trustee (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”).
SECOND AMENDMENT TO CREDIT AGREEMENT DATED AS OF MAY 1, 2014 AMONG CIMAREX ENERGY CO., AS BORROWER, THE GUARANTORS, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETOCredit Agreement • May 5th, 2014 • Cimarex Energy Co • Crude petroleum & natural gas • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) dated as of May 1, 2014, is among CIMAREX ENERGY CO., a Delaware corporation (the “Borrower”), the Guarantors signatory hereto, each of the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO EMPLOYEE BENEFITS AGREEMENTEmployee Benefits Agreement • August 2nd, 2002 • Cimarex Energy Co • Crude petroleum & natural gas
This First Amendment to Employee Benefits Agreement (the "Amendment"), dated as of this 2nd day of August, 2002, by and among Helmerich & Payne, Inc., a Delaware corporation ("HP Co."), Cimarex Energy Co. (formerly known as Helmerich & Payne Exploration and Production Co.), a Delaware corporation and wholly-owned subsidiary of HP Co. ("Cimarex"), and Key Production Company, Inc. a Delaware corporation ("Key").
JOINDER TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2005 • Cimarex Energy Co • Crude petroleum & natural gas
JOINDER TO REGISTRATION RIGHTS AGREEMENT (this “Joinder”), dated as of June 13, 2005, is made by CIMAREX TEXAS LLC, a Colorado limited liability company (“CT LLC”), CIMAREX TEXAS L.P., a Texas limited partnership (“CT LP”), CIMAREX CALIFORNIA PIPELINE LLC, a Colorado limited liability company (“CCP”), CIMAREX ENERGY SERVICES, INC., an Oklahoma corporation (“CES”), KEY PRODUCTION COMPANY, INC., a Delaware corporation (“Key”), KEY TEXAS LLC, a Colorado limited liability company (“KT LLC”), KEY PRODUCTION TEXAS L.P., a Texas limited partnership (“KT LP”), BROCK GAS SYSTEMS & EQUIPMENT, INC., a Texas corporation (“Brock”), COLUMBUS ENERGY CORP., a Colorado corporation (“Columbus”), COLUMBUS TEXAS, INC., a Nevada corporation (“Columbus Texas”), COLUMBUS ENERGY L.P., a Texas limited partnership (“Columbus Energy”), COLUMBUS GAS SERVICES, INC., a Delaware corporation (“CGS,” and together with CT LLC, CT LP, CCP, CES, Key, KT LLC, KT LP, Brock, Columbus, Columbus Texas and Columbus Energy, the
Cimarex letterhead]Cimarex Energy Co • May 12th, 2020 • Crude petroleum & natural gas
CIMAREX ENERGY CO. DIRECTOR EMERITUS AGREEMENTDirector Emeritus Agreement • September 23rd, 2019 • Cimarex Energy Co • Crude petroleum & natural gas • Delaware
This Director Emeritus Agreement (this “Agreement”) is entered into by and between Cimarex Energy Co. (the “Company”), a Delaware corporation, and Michael J. Sullivan (“Mr. Sullivan”) effective September 30, 2019 (the “Effective Date”).
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 13, 2005 AMONG CIMAREX ENERGY CO., AS BORROWER, THE LENDERS, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, U.S. BANK NATIONAL ASSOCIATION, AS CO-SYNDICATION AGENT, BANK OF AMERICA, N.A., AS...Credit Agreement • June 17th, 2005 • Cimarex Energy Co • Crude petroleum & natural gas • Colorado
This Amended and Restated Credit Agreement, dated as of June 13, 2005, is among Cimarex Energy Co., a Delaware corporation, the Lenders, JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA (Main Office Chicago), a national banking association, as an LC Issuer and as Administrative Agent, U.S. Bank National Association, a national banking association, and Bank of America, N.A., a national banking association, as Co-Syndication Agents, and Wells Fargo Bank, N.A., a national banking association, as Documentation Agent.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 9th, 2006 • Cimarex Energy Co • Crude petroleum & natural gas
This First Amendment to Amended and Restated Credit Agreement (this “First Amendment”) is effective as of December 15, 2005 (the “Amendment Effective Date”), by and among Cimarex Energy Co., a Delaware corporation (“Borrower”), JPMorgan Chase Bank, N.A., a national banking association, as Administrative Agent (“Administrative Agent”), and each of the financial institutions a party to the Credit Agreement (as hereinafter defined) as Lenders (hereinafter collectively referred to as “Lenders,” and individually, “Lender”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 4th, 2004 • Cimarex Energy Co • Crude petroleum & natural gas • Colorado
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (herein called this “Amendment”), dated as of October 1, 2004, is among Cimarex Energy Co., a Delaware corporation (“Borrower”), Bank One, NA, a national banking association having its principal office in Chicago, Illinois, as LC Issuer and as Administrative Agent, and the Lenders party to the Original Agreement defined below (“Lenders”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2009 • Cimarex Energy Co • Crude petroleum & natural gas
This Amendment to Employment Agreement between Cimarex Energy Co, the successor to Key Production Company, Inc. (the "Employer") and Francis H. Merelli (the "Employee") is effective as of January 1, 2009.
SUCCESSION AGREEMENTSuccession Agreement • July 2nd, 2020 • Cimarex Energy Co • Crude petroleum & natural gas • Colorado
This SUCCESSION AGREEMENT (the “Agreement”) is made and entered into to be effective as of the 1st day of July 2020 (the “Effective Date”), by and between Cimarex Energy Co., a Delaware corporation (the “Company”), and Joseph R. Albi (“Executive”).
EMPLOYEE BENEFITS AGREEMENT DATED AS OF FEBRUARY 23, 2002 BETWEEN HELMERICH & PAYNE, INC. AND HELMERICH & PAYNE EXPLORATION AND PRODUCTION CO.Employee Benefits Agreement • May 9th, 2002 • Cimarex Energy Co • Delaware
This EMPLOYEE BENEFITS AGREEMENT (this "Agreement") is dated as of February 23, 2002, by and between Helmerich & Payne, Inc., a Delaware corporation ("HP Co."), and Helmerich & Payne Exploration and Production Co., a Delaware corporation, a wholly owned subsidiary of HP Co. ("Spinco").
CIMAREX ENERGY CO., AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 3.90% Senior Notes due 2027First Supplemental Indenture • April 10th, 2017 • Cimarex Energy Co • Crude petroleum & natural gas • New York
FIRST SUPPLEMENTAL INDENTURE dated as of April 10, 2017 (“Supplemental Indenture”) by and between CIMAREX ENERGY CO., a Delaware corporation (as further defined in the Base Indenture referred to below, the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (as further defined in the Base Indenture, the “Trustee”), supplementing the Indenture dated as of April 10, 2017 by and between the Company and the Trustee (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”).
Re: Treatment of your Golden Equity AwardsCimarex Energy Co • June 30th, 2021 • Crude petroleum & natural gas
This Side Letter Agreement is intended to memorialize our agreement regarding the treatment of your Golden Equity Awards in the Merger. This Side Letter Agreement shall automatically terminate and be of no force or effect if your employment with Cimarex is terminated before the Closing or the Merger Agreement is terminated for any reason without the occurrence of the Closing.
CIMAREX ENERGY CO. (successor by merger to Magnum Hunter Resources, Inc.) AND THE SUBSIDIARY GUARANTORS PARTY HERETO AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as TrusteeIndenture • June 17th, 2005 • Cimarex Energy Co • Crude petroleum & natural gas • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of June 13, 2005 (this “Third Supplemental Indenture”), among CIMAREX ENERGY CO., a Delaware corporation (the “Successor Issuer”) and the successor by merger to Magnum Hunter Resources, Inc., a Nevada corporation (the “Existing Issuer”) and the “Company” under the Second Amended Indenture (as defined below), MAGNUM HUNTER PRODUCTION, INC., a Texas corporation (“MHP”), GRUY PETROLEUM MANAGEMENT CO., a Texas corporation (“Gruy”), HUNTER GAS GATHERING, INC., a Texas corporation (“Hunter”), TRAPMAR PROPERTIES, INC., a Texas corporation (“Trapmar”), CONMAG ENERGY CORPORATION, a Texas corporation (“Conmag”), PINTAIL ENERGY, INC., a Delaware corporation (“Pintail”), PRIZE OPERATING COMPANY, a Delaware corporation (“Prize Operating”), PEC (DELAWARE), INC., a Delaware corporation (“PEC”), PRIZE ENERGY RESOURCES, L.P., a Delaware limited partnership (“Prize Energy”), OKLAHOMA GAS PROCESSING, INC., a Delaware corporation (“Oklahoma Gas,” and together with MH
REGISTRATION RIGHTS AGREEMENT Dated as of December 17, 2003 among MAGNUM HUNTER RESOURCES, INC., THE GUARANTORS NAMED HEREIN and DEUTSCHE BANK, SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as Representatives of the Initial Purchasers Floating...Registration Rights Agreement • May 25th, 2005 • Cimarex Energy Co • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this "Agreement") is dated as of December 17, 2003, among MAGNUM HUNTER RESOURCES, INC., a Nevada corporation (the "Company"), the GUARANTORS listed on the signature pages hereof (subject to Section 9(m), the "Guarantors") and DEUTSCHE BANK SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as representatives of the Initial Purchasers (collectively, the "Initial Purchasers") under the Purchase Agreement (as defined below).
