SECOND AMENDED AND RESTATED CREDIT AGREEMENT Among RESACA EXPLOITATION, INC. as Borrower,Credit Agreement • April 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Texas
This Second Amended and Restated Credit Agreement dated as of [April , 2010], is among Resaca Exploitation, Inc., a Texas corporation (“Resaca”), the lenders party hereto from time to time (“Lenders”), and Union Bank, N.A. (f/k/a Union Bank of California, N.A.), as administrative agent for such Lenders (in such capacity, the “Administrative Agent”) and as issuing lender for such Lenders (in such capacity, the “Issuing Lender”).
STOCK VOTING AGREEMENTStock Voting Agreement • April 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • Delaware
Merger Agreement is terminated in accordance with its terms, (ii) the Merger Agreement is amended, modified or supplemented or any waiver is given by any party thereto that is individually or in the aggregate adverse to the interests of the holders of the Preferred Shares without the prior written consent of the Required Holders or (iii) Parent fails to assume the Company’s obligations under the Transaction Documents to the extent not otherwise eliminated pursuant to this Section (23) with respect to the Merger, this Section (23) shall be inoperative and of no force or effect.
·] Shares Resaca Exploitation, Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • April 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • New York
Resaca Exploitation, Inc., a Texas corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representative (the “Representative”) an aggregate of [·] shares of the Issuer’s common stock, $0.01 par value (the “Firm Securities”). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Issuer also proposes to sell at the Underwriters’ option an aggregate of up to [·] additional shares of the Issuer’s common stock (the “Option Securities”) as set forth in Section 2 below.
CONSENT AND ACKNOWLEDGEMENTConsent and Acknowledgement • April 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
INVESTORS RIGHTS AGREEMENTMerger Agreement • April 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • New York
INVESTORS RIGHTS AGREEMENT (this “Agreement”), dated as of April 5, 2010, by and among Resaca Exploitation, Inc., a Texas corporation, with headquarters located at 1331 Lamar, Suite 1450, Houston, Texas 77010 (the “Company”), Cano Petroleum, Inc., a Delaware corporation, with headquarters located at 801 Cherry Street, Suite 3200, Fort Worth, Texas 76102 (“Cano”), and the undersigned holders of the Company’s Series A Preferred Stock (each, a “Series A Holder”, and collectively, the “Series A Holders”). The Company, Cano and the Series A Holders are each a “party” and together are “parties” to this Agreement.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into this 1st day of April, 2010, by and between Resaca Exploitation, Inc., a Texas corporation (“Parent”), Resaca Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Cano Petroleum, Inc., a Delaware corporation (“Target”).
