0001193125-06-140687 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2006 • Ascent Energy Inc • Crude petroleum & natural gas

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of June 20, 2006 by and between Ascent Energy, Inc. (the “Company”), and Steve Limke (the “Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2006 • Ascent Energy Inc • Crude petroleum & natural gas • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of April 1, 2005 by and between Ascent Energy Inc., a Delaware corporation (the “Company”), and Steven C. Limke (the “Executive”).

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • June 30th, 2006 • Ascent Energy Inc • Crude petroleum & natural gas • Texas

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) made as of the 23rd day of June, 2006, among ASCENT OIL AND GAS INC., a Delaware corporation (“Ascent Oil and Gas”), SOUTH LOUISIANA PROPERTY HOLDINGS, INC., a Louisiana corporation (“SLPH”), ASCENT ENERGY HOLDINGS, INC., a Delaware corporation (“Ascent Energy Holdings”), ASCENT ENERGY LOUISIANA, LLC, a Delaware limited liability company (“Ascent Louisiana”), ASCENT GP, LLC, a Delaware limited liability company (“Ascent GP”), ASCENT LP, LLC, a Delaware limited liability company (“Ascent LP”), ASCENT OPERATING, L.P., a Delaware limited partnership (“Ascent Operating”), PONTOTOC ACQUISITION CORP., a Nevada corporation (“Pontotoc Acquisition”), PONTOTOC PRODUCTION COMPANY, INC., a Texas corporation (“Pontotoc Texas”), OKLAHOMA BASIC ECONOMY CORPORATION, an Oklahoma corporation (“OBEC”), PONTOTOC HOLDINGS, INC., an Oklahoma corporation (“Pontotoc Holdings”), PONTOTOC GATHERING, L.L.C., an Oklahoma limite

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 30th, 2006 • Ascent Energy Inc • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 27, 2001, by and among Ascent Energy Inc., a Delaware corporation (“Ascent”), and the purchasers named on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”), each of whom has agreed to purchase warrants (the “Warrants”) to purchase shares (the “Warrant Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of the Company.

SECOND AMENDED AND RESTATED LOAN AGREEMENT AMONG ASCENT OIL AND GAS INC., SOUTH LOUISIANA PROPERTY HOLDINGS, INC., ASCENT ENERGY HOLDINGS, INC., ASCENT ENERGY LOUISIANA, LLC, ASCENT GP, LLC, ASCENT LP, LLC, ASCENT OPERATING, L.P., PONTOTOC ACQUISITION...
Loan Agreement • June 30th, 2006 • Ascent Energy Inc • Crude petroleum & natural gas • Texas

THIS SECOND AMENDED AND RESTATED LOAN AGREEMENT (the “Agreement”) dated as of December 19, 2005, by and among ASCENT OIL AND GAS INC., a Delaware corporation (“Ascent Oil and Gas”), SOUTH LOUISIANA PROPERTY HOLDINGS, INC., a Louisiana corporation (“SLPH”), ASCENT ENERGY HOLDINGS, INC., a Delaware corporation (“Ascent Energy Holdings”), ASCENT ENERGY LOUISIANA, LLC, a Delaware limited liability company (“Ascent Louisiana”), ASCENT GP, LLC, a Delaware limited liability company (“Ascent GP”), ASCENT LP, LLC, a Delaware limited liability company (“Ascent LP”), ASCENT OPERATING, L.P., a Delaware limited partnership (“Ascent Operating”), PONTOTOC ACQUISITION CORP., a Nevada corporation (“Pontotoc Acquisition”), PONTOTOC PRODUCTION COMPANY, INC., a Texas corporation (“Pontotoc Texas”), OKLAHOMA BASIC ECONOMY CORPORATION, an Oklahoma corporation (“OBEC”), PONTOTOC HOLDINGS, INC., an Oklahoma corporation (“Pontotoc Holdings”), PONTOTOC GATHERING, L.L.C., an Oklahoma limited liability company (“

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • June 30th, 2006 • Ascent Energy Inc • Crude petroleum & natural gas • Texas

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) made as of the 1st day of May, 2006, among ASCENT OIL AND GAS INC., a Delaware corporation (“Ascent Oil and Gas”), SOUTH LOUISIANA PROPERTY HOLDINGS, INC., a Louisiana corporation (“SLPH”), ASCENT ENERGY HOLDINGS, INC., a Delaware corporation (“Ascent Energy Holdings”), ASCENT ENERGY LOUISIANA, LLC, a Delaware limited liability company (“Ascent Louisiana”), ASCENT GP, LLC, a Delaware limited liability company (“Ascent GP”), ASCENT LP, LLC, a Delaware limited liability company (“Ascent LP”), ASCENT OPERATING, L.P., a Delaware limited partnership (“Ascent Operating”), PONTOTOC ACQUISITION CORP., a Nevada corporation (“Pontotoc Acquisition”), PONTOTOC PRODUCTION COMPANY, INC., a Texas corporation (“Pontotoc Texas”), OKLAHOMA BASIC ECONOMY CORPORATION, an Oklahoma corporation (“OBEC”), PONTOTOC HOLDINGS, INC., an Oklahoma corporation (“Pontotoc Holdings”), PONTOTOC GATHERING, L.L.C., an Oklahoma limited l

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