Exploration Co of Delaware Inc Sample Contracts

RIGHTS AGREEMENT
Rights Agreement • December 3rd, 2007 • TXCO Resources Inc • Crude petroleum & natural gas • Delaware

Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 7th, 2008 • TXCO Resources Inc • Crude petroleum & natural gas • New York

Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

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AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 2, 2007 among THE EXPLORATION COMPANY OF DELAWARE, INC., as Borrower, and OUTPUT ACQUISITION CORP., TXCO ENERGY CORP., and TEXAS TAR SANDS, INC., as Original Guarantors, The Several Lenders from...
Credit Agreement • April 5th, 2007 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • New York

This Agreement amends and restates in its entirety the Credit Agreement between the Company and Guaranty Bank, FSB dated June 30, 2004, as amended by a First Amendment dated effective as of March 24, 2005, a Waiver and Second Amendment dated effective as of August 23, 2005, a Third Amendment dated effective as of November 15, 2005 and a Fourth Amendment dated effective as of November 1, 2006 (the “Existing Company Credit Agreement”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 21st, 2007 • TXCO Resources Inc • Crude petroleum & natural gas • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 20, 2007, by and among TXCO Resources Inc., a Delaware corporation, with headquarters located at 777 E. Sonterra Blvd., Suite 350, San Antonio, Texas 78258 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of July 25, 2007
Term Loan Agreement • July 27th, 2007 • TXCO Resources Inc • Crude petroleum & natural gas • New York

This AMENDED AND RESTATED TERM LOAN AGREEMENT (this "Agreement") is entered into as of July 25, 2007, among TXCO RESOURCES INC. (formerly named THE EXPLORATION COMPANY OF DELAWARE, INC.), a Delaware corporation (the "Company"); OUTPUT ACQUISITION CORP., a Texas corporation ("Merger Sub"); TXCO ENERGY CORP., a Texas corporation ("TXCOE"); TEXAS TAR SANDS INC., a Texas corporation ("TTSI"); OPEX ENERGY, LLC, a Texas limited liability company ("OPEX"); each of the financial institutions which is or which may from time to time become a signatory to this Agreement (individually, a "Lender" and collectively, the "Lenders"); and BANK OF MONTREAL, a Canadian chartered bank acting through certain of its United States branches and agencies, including its Chicago, Illinois branch, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"), and BMO CAPITAL MARKETS CORP., as arranger (in such capacity, the "Arranger").

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 3rd, 2007 • TXCO Resources Inc • Crude petroleum & natural gas • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of November 20, 2007, by and among TXCO Resources Inc., a Delaware corporation, with headquarters located at 777 E. Sonterra Blvd., Suite 350, San Antonio, Texas 78258 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 5th, 2006 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 4th day of April, 2006, by and among THE EXPLORATION COMPANY OF DELAWARE, INC., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 21st, 2007 • TXCO Resources Inc • Crude petroleum & natural gas • New York

Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

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AMENDMENT NO. 3 TO RIGHTS AGREEMENT OF TXCO RESOURCES INC. (F/K/A THE EXPLORATION COMPANY OF DELAWARE, INC.) A Delaware corporation
Rights Agreement • March 7th, 2008 • TXCO Resources Inc • Crude petroleum & natural gas • Delaware

This Amendment No. 3 to Rights Agreement (the “Amendment”) is made and entered into as of the 3rd day of March, 2008, by and between TXCO Resources Inc. (f/k/a The Exploration Company of Delaware, Inc.), a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”). This Amendment is intended to modify the Rights Agreement, dated June 29, 2000, between the Company and Fleet National Bank, as Rights Agent (the “Rights Agreement”). American Stock Transfer & Trust Company has succeeded to the rights and obligations of Fleet National Bank as Rights Agent under the Rights Agreement. Defined terms not otherwise defined in this Amendment shall have the meanings given to them in the Rights Agreement.

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To: TXCO Resources, Inc.
TXCO Resources Inc • April 7th, 2008 • Crude petroleum & natural gas • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Capital Ventures International (“Party A”) and TXCO Resources, Inc. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

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June 30, 2008
TXCO Resources Inc • July 29th, 2008 • Crude petroleum & natural gas • Texas

This Agreement therefore sets forth those benefits which the Company will provide to you in the event of a "Change in Control of the Company" [as defined in paragraph 2] under the circumstances described below.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 29th, 2008 • TXCO Resources Inc • Crude petroleum & natural gas • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of February 28, 2008, by and among TXCO Resources Inc., a Delaware corporation, with headquarters located at 777 E. Sonterra Blvd., Suite 350, San Antonio, Texas 78258 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

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To: TXCO Resources, Inc.
TXCO Resources Inc • February 29th, 2008 • Crude petroleum & natural gas

This Confirmation evidences a complete and binding agreement between Party A and Party B as to the terms of the Transaction to which this Confirmation relates. The parties may agree to negotiate an agreement in the form of the ISDA Form. Until any such time, this Confirmation, together with all other documents referring to the ISDA Form (each a “Confirmation”) confirming Transactions entered into between us (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if we had executed an agreement in such form (but without any election in the Schedule) on the Trade Date of the first such Transaction between us. This Confirmation shall be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement (the “ISDA Form”) as if Party A and Party B had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation, it bein

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Contract
Possession Credit Agreement • June 16th, 2009 • TXCO Resources Inc • Crude petroleum & natural gas • New York
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Asset Exchange Agreement by and between Arrow River Energy, L.P. and The Exploration Company of Delaware, Inc. dated FEBRUARY 11, 2005 LIST OF SCHEDULES AND EXHIBITS TO BE ATTACHED TO THIS AGREEMENT Exhibit A Arrow River Oil and Gas Interests Exhibit...
Asset Exchange Agreement • May 10th, 2005 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas

THIS ASSET EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of this 11th day of February, 2005, by and between Arrow River Energy, L.P., a Texas limited partnership ("Arrow River"), and The Exploration Company of Delaware, Inc., a Delaware corporation ("TXCO"). Arrow River or TXCO may be periodically referred to herein as a "Party," and Arrow River and TXCO may be periodically referred to herein as the "Parties."

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • November 9th, 2005 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas

This TRANSITION SERVICES AGREEMENT ("Agreement") is made and entered into this 30th day of September, 2005, between EnCana Oil & Gas (USA) Inc. ("EnCana"), and The Exploration Company of Delaware, Inc. ("TXCO").

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LINE OF CREDIT NOTE Borrower: Lender: The Exploration Company of Delaware, Inc. Hibernia National Bank Suite 250 P. O. Box 61540 San Antonio, Texas 78232 New Orleans, LA 70130 Principal Amount: Maturity Date of Note: Date of Note: PROMISE TO PAY. THE...
Credit Note • March 15th, 2004 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Louisiana

LOAN AGREEMENT. This Note is made and executed pursuant to a loan agreement between Borrower and Lender dated as of March 4, 2002, as amended (as amended, renewed or restated from time to time, the "Loan Agreement"), and is entitled to the benefits thereof. Unless otherwise defined herein, each capitalized term used herein shall have the same meaning set forth in the Loan Agreement. Reference is made to the Loan Agreement for provisions for the acceleration of the maturity hereof on the occurrence of certain events specified therein, for mandatory prepayments required of the Borrower in certain circumstances, and for all other pertinent provisions.

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WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 9th, 2005 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas

This WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") is made and entered into effective as of August 23, 2005, between THE EXPLORATION COMPANY OF DELAWARE, INC., a Delaware corporation (the "Borrower") and GUARANTY BANK, FSB, a federal savings bank (the "Lender").

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 16th, 2006 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas

This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") is made and entered into effective as of December 15, 2005, between THE EXPLORATION COMPANY OF DELAWARE, INC., a Delaware corporation (the "Borrower") and GUARANTY BANK, FSB, a federal savings bank (the "Lender").

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NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 16th, 2009 • TXCO Resources Inc • Crude petroleum & natural gas • Delaware

For valuable consideration, receipt of which is hereby acknowledged, TXCO RESOURCES INC., a Delaware corporation (hereinafter called the "Corporation"), hereby grants to __________ (hereinafter called the "Optionee"), a non-qualified stock option (hereinafter called the "Option"), subject to the terms and conditions thereof, and subject to the terms and conditions of the 2005 Stock Incentive Plan of the Corporation (hereinafter called the "Plan") which Plan is hereby incorporated herein by reference. In the event of any conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern.

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JOINT EXPLORATION AGREEMENT BURR”C” PROJECT MAVERICK COUNTY, TEXAS
Joint Exploration Agreement • January 6th, 2009 • TXCO Resources Inc • Crude petroleum & natural gas • Texas

This Joint Exploration Agreement, hereinafter referred to as (“the Agreement”), is made and effective December 30, 2008, by and between TXCO ENERGY CORP., whose address is 777 Sonterra Blvd., Suite 350, San Antonio, Texas 78258, hereinafter called “TXCO” and MILLENIUM E&P RESOURCE FUND I, LLC whose address is 250 Sterling Avenue, Winter Park , Florida 32789 hereinafter called “Millenium”.

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Letter of Credit Agreement
Letter of Credit Agreement • November 9th, 2004 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas

This Letter of Credit Agreement ("Agreement") is entered this 7th day of October 2004 by and between Guaranty Bank ("Guaranty") and The Exploration Company of Delaware, Inc. ("Customer") in light of the following recitals.

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FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 31st, 2003 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Louisiana

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") dated as of December 13, 2002, is made between THE EXPLORATION COMPANY OF DELAWARE, INC., a Delaware corporation ("Borrower"), and HIBERNIA NATIONAL BANK, a national banking association ("Lender") who agree as follows:

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RIGHTS AGREEMENT
Rights Agreement • August 26th, 2003 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas

This RIGHTS AGREEMENT (this "Agreement") dated as of August 21, 2003, is entered into by and between The Exploration Company of Delaware, a Delaware corporation (the "Company") Kayne Anderson Energy Fund II, L.P., a Delaware limited partnership ("KAEF"), and Gryphon Master Fund, L.P., a Bermuda limited partnership ("Gryphon" and together with KAEF, the "Purchasers").

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 26th, 2007 • Exploration Co of Delaware Inc • Crude petroleum & natural gas

This Amendment No. 1 to Agreement and Plan of Merger (this "Amendment"), dated as of February 23, 2007, by and among The Exploration Company of Delaware, Inc., a Delaware corporation ("Parent"), Output Acquisition Corp., a Texas corporation and a wholly-owned Subsidiary of Parent ("Sub"), and Output Exploration, LLC, a Delaware limited liability company (the "Company") amends that certain Agreement and Plan of Merger, dated as of February 20, 2007, by and among Parent, Sub and the Company (the "Merger Agreement"). Capitalized terms used and not defined herein shall have the meanings given to them in the Merger Agreement.

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FOURTH AMENDMENT TO CREDIT AGREEMENT BETWEEN THE EXPLORATION COMPANY OF DELAWARE, INC. TXCO ENERGY CORP. AND GUARANTY BANK, FSB AS LENDER Effective as of November 1, 2006 REVOLVING LINE OF CREDIT OF UP TO $50,000,000
Credit Agreement • March 16th, 2007 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas
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PEACOCK OIL & GAS PROPERTIES, LTD.
Exploration Co of Delaware Inc • November 30th, 2005 • Crude petroleum & natural gas
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SUBSCRIPTION AGREEMENT among THE EXPLORATION COMPANY OF DELAWARE, INC., KAYNE ANDERSON ENERGY FUND II, L.P. and GRYPHON MASTER FUND, L.P. Dated as of August 1, 2003
Subscription Agreement • August 26th, 2003 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas

This SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of August 1, 2003, is entered into by and among The Exploration Company of Delaware, Inc., a Delaware corporation (the "Company"), Gryphon Master Fund, L.P., a Bermuda limited partnership ("Gryphon"), and Kayne Anderson Energy Fund II, L.P. ("KAEF" and together with Gryphon, the "Purchasers"). Certain capitalized terms used herein are defined in Section 6.22 of this Agreement.

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SETTLEMENT AGREEMENT
Settlement Agreement • March 19th, 2008 • TXCO Resources Inc • Crude petroleum & natural gas • Delaware

This SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into on March 15, 2008, by and between TXCO Resources Inc., a Delaware corporation (the “Company”); Third Point LLC, a Delaware limited liability company (“Third Point”), Daniel S. Loeb, an individual, Third Point Offshore Fund, Ltd., a Cayman Islands limited liability exempted company (“Offshore”), Third Point Ultra Ltd., a British Virgin Islands limited liability company, Third Point Partners LP, a Delaware limited partnership, Third Point Partners Qualified LP, a Delaware limited partnership, Lyxor/Third Point Fund Limited, a Jersey public company with limited liability (each, including Third Point, a “Holder” and, collectively, the “Holders”); Jacob Roorda, an individual (“Roorda”); Anthony Tripodo, an individual (“Tripodo” and, together with Roorda, the “Third Point Nominees”); and James E. Sigmon (“Sigmon”).

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Restricted Stock Award No. ________ THE EXPLORATION COMPANY OF DELAWARE, INC. RESTRICTED STOCK AWARD AGREEMENT (Not Involving Payment of Purchase Price)
Restricted Stock Award Agreement • May 10th, 2006 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas
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AGREEMENT AND PLAN OF MERGER by and among THE EXPLORATION COMPANY OF DELAWARE, INC., OUTPUT ACQUISITION CORP. and OUTPUT EXPLORATION, LLC
Agreement and Plan of Merger • February 26th, 2007 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas

This Agreement and Plan of Merger, dated as of February 20, 2007 (this "Agreement"), is made by and among The Exploration Company of Delaware, Inc., a Delaware corporation ("Parent"), Output Acquisition Corp., a Texas corporation and a wholly-owned Subsidiary of Parent ("Sub"), and Output Exploration, LLC, a Delaware limited liability company (the "Company"). Parent, Sub and the Company are each a "party" and together are "parties" to this Agreement. Capitalized terms used herein are defined or cross-referenced in Section 11.3 of this Agreement. The Stakeholders' Representative, upon appointment, shall also enter into and deliver this Agreement.

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To: TXCO Resources, Inc. San Antonio, TX 78258 Attention: James E. Sigmon, President From: Capital Ventures International By: Heights Capital Management, Inc., Its Authorized Agent San Francisco, CA 94111 Attention: Martin Kobinger
TXCO Resources Inc • November 21st, 2007 • Crude petroleum & natural gas • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Capital Ventures International (“Party A”) and TXCO Resources, Inc. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

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CREDIT AGREEMENT BETWEEN THE EXPLORATION COMPANY OF DELAWARE, INC. AND GUARANTY BANK, FSB June 30, 2004 REDUCING REVOLVING LINE OF CREDIT OF UP TO $50,000,000.00 _____________________________________ Page
Credit Agreement • August 9th, 2004 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas
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TXCO RESOURCES INC. RESTRICTED STOCK AWARD AGREEMENT (Not Involving Payment of Purchase Price)
Restricted Stock Award Agreement • March 19th, 2008 • TXCO Resources Inc • Crude petroleum & natural gas • Texas

THE COMPANY RECOMMENDS THAT RECIPIENT CONSULT WITH HIS OR HER PERSONAL TAX ADVISOR UPON THE GRANTING OF THIS AWARD TO IDENTIFY STEPS TO MINIMIZE THE RECIPIENT’S TAX LIABILITY.

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SECOND AMENDMENT TO LOAN AGREEMENT AND WAIVER NO. 2
Loan Agreement • March 15th, 2004 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Louisiana

THIS SECOND AMENDMENT TO LOAN AGREEMENT AND WAIVER NO. 2 (this "Amendment") dated as of August 13, 2003, is made between THE EXPLORATION COMPANY OF DELAWARE, INC., a Delaware corporation ("Borrower"), and HIBERNIA NATIONAL BANK, a national banking association ("Lender") who agree as follows:

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