Prima Energy Corp Sample Contracts

EXHIBIT 99-2.1
Purchase and Sale Agreement • February 5th, 1999 • Prima Energy Corp • Crude petroleum & natural gas • Colorado
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JOINT FILING AGREEMENT
Joint Filing Agreement • January 31st, 2003 • Prima Energy Corp • Crude petroleum & natural gas
AND
Rights Agreement • June 6th, 2001 • Prima Energy Corp • Crude petroleum & natural gas • Colorado
STOCKHOLDER AGREEMENT
Stockholder Agreement • June 18th, 2004 • Prima Energy Corp • Crude petroleum & natural gas • Delaware

THIS STOCKHOLDER AGREEMENT (the "Agreement") is entered into as of June 9, 2004, by and among Petro-Canada (US) Holdings Ltd., a Delaware corporation ("Parent"), Raven Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"), and the stockholder listed on Schedule I hereto (the "Stockholder") of Prima Energy Corporation, a Delaware corporation (the "Company").

CREDIT AGREEMENT (CANADA) BETWEEN: PETRO-CANADA (AS BORROWER) –AND– THE FINANCIAL INSTITUTIONS SIGNATORY HERETO (AS LENDERS) –AND– BANK OF MONTREAL (AS ADMINISTRATIVE AGENT) –WITH– BMO NESBITT BURNS (AS LEAD ARRANGER AND BOOKRUNNER) –AND– RBC CAPITAL...
Credit Agreement • June 18th, 2004 • Prima Energy Corp • Crude petroleum & natural gas • Alberta

NOW THEREFORE, in consideration of the premises, the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties agree as follows:

STOCKHOLDER AGREEMENT
Execution Copy Stockholder Agreement • June 18th, 2004 • Prima Energy Corp • Crude petroleum & natural gas • Delaware

THIS STOCKHOLDER AGREEMENT (the "Agreement") is entered into as of June 9, 2004, by and among Petro-Canada (US) Holdings Ltd., a Delaware corporation ("Parent"), Raven Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"), and the stockholder listed on Schedule I hereto (the "Stockholder") of Prima Energy Corporation, a Delaware corporation (the "Company").

AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 9, 2004 BY AND AMONG PETRO-CANADA (US) HOLDINGS LTD., RAVEN ACQUISITION CORP. AND PRIMA ENERGY CORPORATION
Iii Agreement and Plan of Merger • June 18th, 2004 • Prima Energy Corp • Crude petroleum & natural gas • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2004 (the "Agreement"), by and among PETRO-CANADA (US) HOLDINGS LTD., a Delaware corporation ("Parent"), RAVEN ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"), and PRIMA ENERGY CORPORATION, a Delaware corporation (the "Company"). Certain terms used in this Agreement are used as defined in Article VIII.

JOINT FILING AGREEMENT
Joint Filing Agreement • June 18th, 2004 • Prima Energy Corp • Crude petroleum & natural gas

This Agreement may be executed in two or more counterparts by each of the undersigned, and each of which, taken together, shall constitute one and the same instrument.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • June 11th, 2004 • Prima Energy Corp • Crude petroleum & natural gas • Delaware

THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”), dated as of June 9, 2004, is between PRIMA ENERGY CORPORATION, a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, INC., a Colorado corporation, as rights agent (the “Rights Agent”).

AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 9, 2004 BY AND AMONG PETRO-CANADA (US) HOLDINGS LTD., RAVEN ACQUISITION CORP. AND PRIMA ENERGY CORPORATION
Agreement and Plan of Merger • June 11th, 2004 • Prima Energy Corp • Crude petroleum & natural gas • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2004 (the “Agreement”), by and among PETRO-CANADA (US) HOLDINGS LTD., a Delaware corporation (“Parent”), RAVEN ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and PRIMA ENERGY CORPORATION, a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Article VIII.

CREDIT AGREEMENT (PRIMA) BETWEEN: PC FINANCIAL PARTNERSHIP (AS BORROWER) -AND - PETRO-CANADA (AS INDEMNITOR) -AND - THE FINANCIAL INSTITUTIONS SIGNATORY HERETO (AS LENDERS) -AND - BANK OF MONTREAL, CHICAGO BRANCH (AS ADMINISTRATIVE AGENT) -WITH - BMO...
Credit Agreement • July 23rd, 2004 • Prima Energy Corp • Crude petroleum & natural gas • Alberta

PC FINANCIAL PARTNERSHIP, a general partnership created under the laws of the State of Delaware, having an office in Wilmington, Delaware

CONFIDENTIALITY AGREEMENT (Reciprocal)
Confidentiality Agreement • June 23rd, 2004 • Prima Energy Corp • Crude petroleum & natural gas • Colorado
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