Cox Smith Matthews Sample Contracts

Acelity L.P. Inc. – Amendment No. 9 to Credit Agreement (June 17th, 2016)

This CREDIT AGREEMENT (this Agreement or the Credit Agreement) is entered into as of November 4, 2011, among CHIRON MERGER SUB, INC., a Texas corporation (the Initial Borrower), KINETIC CONCEPTS, INC., a Texas corporation (the Lead Borrower), KCI USA, INC., a Delaware corporation (KCI USA and, together with the Lead Borrower, the Co-Borrowers), CHIRON HOLDINGS, INC., a Delaware corporation (Holdings), CHIRON TOPCO, INC., a Delaware corporation (Topco), CHIRON GUERNSEY LP, INC., a Guernsey limited partnership (Parent), solely with respect to Sections 5.01 through 5.04, 7.13 and 8.01, CHIRON GUERNSEY GP CO. LIMITED, a Guernsey limited company (the Parent GP), BANK OF AMERICA, N.A. (Bank of America), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender).

Acelity L.P. Inc. – Amendment No. 6 to Credit Agreement (March 11th, 2015)

AMENDMENT NO. 6, dated as of March 10, 2015 (this "Amendment"), by and among the Co-Borrowers, the Guarantors, the Parent GP, the Required Lenders and the Administrative Agent, to the Credit Agreement, dated as of November 4, 2011, as amended by Amendment No. 1 to Credit Agreement, dated November 7, 2012, Amendment No. 2 to Credit Agreement, dated June 14, 2013, Amendment No. 3 to Credit Agreement, dated October 28, 2013, Amendment No. 4 to Credit Agreement, dated November 15, 2013, and Amendment No. 5 to Credit Agreement, dated January 22, 2014, among CHIRON MERGER SUB, INC., a Texas corporation, KINETIC CONCEPTS, INC., a Texas corporation (the "Lead Borrower"), KCI USA, INC., a Delaware corporation ("KCI USA" and, together with the Lead Borrower, the "Co-Borrowers"), CHIRON HOLDINGS, INC., a Delaware corporation, CHIRON TOPCO, INC., a Delaware corporation, ACELITY L.P. INC., a Guernsey limited partnership, solely with respect to Sections 5.01 through 5.04, 7.13 and 8.01 of the Credit

Acelity L.P. Inc. – Amendment No. 3 to Credit Agreement (October 28th, 2013)

AMENDMENT NO. 3, dated as of October 28, 2013 (this "Amendment"), by and among the Co-Borrowers, Parent, Topco, Holdings, the Lenders party thereto and the Administrative Agent, to the Credit Agreement, dated as of November 4, 2011, as amended by Amendment No. 1 to Credit Agreement, dated November 7, 2012 and Amendment No. 2 to Credit Agreement, dated June 14, 2013, among CHIRON MERGER SUB, INC., a Texas corporation, KINETIC CONCEPTS, INC., a Texas corporation (the "Lead Borrower"), KCI USA, INC., a Delaware corporation ("KCI USA" and, together with the Lead Borrower, the "Co-Borrowers"), CHIRON HOLDINGS, INC., a Delaware corporation ("Holdings"), CHIRON TOPCO, INC., a Delaware corporation ("Topco"), CENTAUR GUERNSEY LP, INC., a Guernsey limited partnership ("Parent"), solely with respect to Sections 5.01 through 5.04, 7.13 and 8.01 of the Credit Agreement, CHIRON GUERNSEY GP CO. LIMITED, a Guernsey limited company, BANK OF AMERICA, N.A., as administrative agent, collateral agent, lett

Kci Properties Ltd – Amendment No. 1 to Credit Agreement (December 7th, 2012)

AMENDMENT NO. 1, dated as of November 7, 2012 (this "Amendment"), by and among the Co-Borrowers, the Guarantors, the Parent GP, the Required Lenders and the Administrative Agent, to the Credit Agreement, dated as of November 4, 2011, among CHIRON MERGER SUB, INC., a Texas corporation, KINETIC CONCEPTS, INC., a Texas corporation (the "Lead Borrower"), KCI USA, INC., a Delaware corporation ("KCI USA" and, together with the Lead Borrower, the "Co-Borrowers"), CHIRON HOLDINGS, INC., a Delaware corporation, CHIRON TOPCO, INC., a Delaware corporation, CHIRON GUERNSEY LP, INC., a Guernsey limited partnership, solely with respect to Sections 5.01 through 5.04, 7.13 and 8.01 of the Credit Agreement, CHIRON GUERNSEY GP CO. LIMITED, a Guernsey limited company, BANK OF AMERICA, N.A., as administrative agent, collateral agent, letter of credit issuer and swing line lender, and each lender from time to time party thereto (the "Credit Agreement"). Terms defined in the Credit Agreement and used herei

AMENDMENT NO. 1, Dated as of October 25, 2012 (This Amendment), to the CREDIT AGREEMENT Dated as of May 13, 2008, as Amended and Restated as of February 23, 2011 (As Heretofore Amended, the Credit Agreement) Relating to Certain Senior Secured Cash Flow-Based Credit Facilities, Among CLEAR CHANNEL COMMUNICATIONS, INC., a Texas Corporation (The Parent Borrower), CLEAR CHANNEL CAPITAL I, LLC, a Delaware Limited Liability Company (Holdings), the SUBSIDIARY CO-BORROWERS, the FOREIGN SUBSIDIARY REVOLVING BORROWERS, CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the LE (October 25th, 2012)

AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 13, 2008, as amended and restated as of February 23, 2011, and further amended pursuant to Amendment No. 1, among CLEAR CHANNEL COMMUNICATIONS, INC., a Texas corporation (Parent Borrower), CLEAR CHANNEL CAPITAL I, LLC, a Delaware limited liability company (Holdings), the Subsidiary Co-Borrowers (as defined below), the Foreign Subsidiary Revolving Borrowers (as defined below) from time to time party hereto, CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender).

Kinetic Concepts, Inc. – CREDIT AGREEMENT Dated as of November 4, 2011 Among KINETIC CONCEPTS, INC. And KCI USA, INC., as Co-Borrowers, CHIRON MERGER SUB, INC., as the Initial Borrower, CHIRON HOLDINGS, INC., as Holdings, CHIRON TOPCO, INC., as Topco, CHIRON GUERNSEY LP, INC., as Parent, CHIRON GUERNSEY GP CO. LIMITED, as Parent GP, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO BANK OF AMERICA, N.A., MORGAN STANLEY SENIOR FUNDING, INC., CREDIT SUISSE SECURITIES (USA) LLC And (November 10th, 2011)

This CREDIT AGREEMENT (Agreement) is entered into as of November 4, 2011, among CHIRON MERGER SUB, INC., a Texas corporation (the Initial Borrower), KINETIC CONCEPTS, INC., a Texas corporation (the Lead Borrower), KCI USA, INC., a Delaware corporation (KCI USA and, together with the Lead Borrower, the Co-Borrowers), CHIRON HOLDINGS, INC., a Delaware corporation (Holdings), CHIRON TOPCO, INC., a Delaware corporation (Topco), CHIRON GUERNSEY LP, INC., a Guernsey limited partnership (Parent), solely with respect to Sections 5.01 through 5.04, 7.13 and 8.01, CHIRON GUERNSEY GP CO. LIMITED, a Guernsey limited company (the Parent GP), BANK OF AMERICA, N.A. (Bank of America), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender).

Advanced Environmental Recycling Technologies, Inc. – Securities Exchange Agreement (March 22nd, 2011)

and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer to acquire the Securities.

H.I.G. Aert, Llc – Advanced Environmental Recycling Technologies, Inc. Voting Agreement (March 22nd, 2011)

This Voting Agreement (this "Agreement") is made as of March 18, 2011, by and among Advanced Environmental Recycling Technologies, Inc., a Delaware corporation (the "Company"), the persons and entities listed on Exhibit A attached hereto (each an "Investor," and collectively the "Investors") and the persons listed on Exhibit B hereto (each an "Other Stockholder," and collectively the "Other Stockholders"). The Investors and the Other Stockholders are referred to herein collectively as the "Voting Parties."

Kinetic Concepts, Inc. – CREDIT AGREEMENT Dated as of January 7, 2011 Among KINETIC CONCEPTS, INC., LIFECELL CORPORATION, KCI USA, INC. As Co-Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Other LENDERS Party Hereto BANK OF AMERICA, N.A., and J.P. MORGAN SECURITIES LLC as Joint Bookrunners BANK OF AMERICA, N.A., J.P. MORGAN SECURITIES LLC, DNB NOR BANK ASA, SUNTRUST ROBINSON HUMPHREY, INC., WELLS FARGO BANK, NATIONAL ASSOCIATION, and HSBC BANK USA, N.A. As Joint Lead Arrangers JPMORGAN CHASE BANK, N.A., as Syndication Agent DNB NOR BANK ASA, SUNTRUST BANK, WELLS FA (March 1st, 2011)

Section 10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates' respective partners, directo rs, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of

iHeartMedia – AMENDMENT AND RESTATEMENT AGREEMENT Dated as of February 15, 2011 (This "Agreement"), to the CREDIT AGREEMENT Dated as of May 13, 2008 (As Heretofore Amended, the "Existing Credit Agreement") Relating to Certain Senior Secured Cash Flow-Based Credit Facilities, Among CLEAR CHANNEL COMMUNICATIONS, INC., a Texas Corporation (The "Parent Borrower"), CLEAR CHANNEL CAPITAL I, LLC, a Delaware Limited Liability Company ("Holdings"), the SUBSIDIARY CO-BORROWERS, the FOREIGN SUBSIDIARY REVOLVING BORROWERS, CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Is Suer, DEUTSCHE BANK AG NEW (February 18th, 2011)
Kinetic Concepts, Inc. – CREDIT AGREEMENT Dated as of May 19, 2008 Among KINETIC CONCEPTS, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Other LENDERS Party Hereto BANC OF AMERICA SECURITIES LLC and as Joint Lead Arrangers and Joint Bookrunners JPMORGAN CHASE BANK, N.A., as Syndication Agent SUNTRUST BANK, DNB NOR BANK ASA, GENERAL ELECTRIC CAPITAL CORPORATION and THE BANK OF NOVA SCOTIA, as Co-Documentation Agents THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, BNP PARIBAS, HSBC BANK USA, NATIONAL ASSOCIATION, ING CAPITAL LLC, RBS CITIZENS, NATIONAL ASSO (August 5th, 2010)

This CREDIT AGREEMENT ("Agreement") is entered into as of May 19, 2008, among KINETIC CONCEPTS, INC., a Texas corporation (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

International Bancshares Corporation – United States Department of the Treasury 1500 Pennsylvania Avenue, Nw Washington, D.C. 20220 (December 23rd, 2008)

WHEREAS, the United States Department of the Treasury (the Investor) may from time to time agree to purchase shares of preferred stock and warrants from eligible financial institutions which elect to participate in the Troubled Asset Relief Program Capital Purchase Program (CPP);

Stock Purchase Agreement by and Among Kforce Government Holdings Inc., a Florida Corporation, Kforce Inc., a Florida Corporation, Rdi Systems, Inc., a Texas Corporation, the Shareholders Signatory Hereto and Nancy R. Kudla, as Company Shareholder Representative Dated as of December 2, 2008 (December 5th, 2008)

This Stock Purchase Agreement (this Agreement), is entered into on December 2, 2008, to be effective as of 11:59 p.m. on November 30, 2008 (the Effective Time), by and among Kforce Government Holdings Inc., a Florida corporation (Purchaser), Kforce Inc., a Florida corporation (Guarantor), RDI Systems, Inc., a Texas corporation doing business as dNovus RDI (the Company), the undersigned owners and holders of all of the issued and outstanding capital stock of the Company whose names are set forth on Annex I attached hereto (collectively, the Shareholders and each individually, a Shareholder) and Nancy R. Kudla, as representative of the Shareholders of the Company (the Company Shareholder Representative).

Daybreak Oil & Gas, Inc. – PURCHASE AND SALE AGREEMENT BETWEEN DAYBREAK OIL AND GAS, INC. AS SELLER, AND LASSO PARTNERS, LLC, AS PURCHASER, Dated as of January 15, 2008 (May 27th, 2008)

This Purchase and Sale Agreement (this Agreement), is dated as of January 15, 2008, by and among DAYBREAK OIL AND GAS, INC., a Washington corporation (Seller), and LASSO PARTNERS, LLC, a Delaware limited liability company (Purchaser). Seller and Purchaser are sometimes referred to collectively as the Parties and individually as a Party.

Kinetic Concepts, Inc. – CREDIT AGREEMENT Dated as of May 19, 2008 Among KINETIC CONCEPTS, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Other LENDERS Party Hereto BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunners JPMORGAN CHASE BANK, N.A., as Syndication Agent SUNTRUST BANK, DNB NOR BANK ASA, GENERAL ELECTRIC CAPITAL CORPORATION and THE BANK OF NOVA SCOTIA, as Co- Documentation Agents THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, BNP PARIBAS, HSBC BANK USA, NATIONAL ASSOCIATION, ING CAPITAL LLC (May 23rd, 2008)

This CREDIT AGREEMENT (Agreement) is entered into as of May 19, 2008, among KINETIC CONCEPTS, INC., a Texas corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Visionworks of America – Amendment No. 1 to the Professional Business Management Agreement (May 9th, 2008)

This Amendment No. 1 to the Professional Business Management Agreement (the Amendment) is made and entered into effective as of March 1, 2008, by and between EyeMasters, Inc., a Delaware corporation, doing business as Vision works (the Professional Business Manager), and Mark Lynn O.D. & Associates, P.C., a Georgia professional corporation (the Practice).

Term Loan Agreement (March 7th, 2008)

This TERM LOAN AGREEMENT dated as of March 7, 2008, between HARTE-HANKS, INC., a Delaware corporation (the Borrower), each Lender (as herein defined) from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, as Syndication Agent, and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent.

Valero LP – SALE AND PURCHASE AGREEMENT Between CITGO Asphalt Refining Company, a New Jersey General Partnership and NuStar Asphalt Refining, LLC, a Delaware Limited Liability Company Dated November 5, 2007 (February 29th, 2008)

This SALE AND PURCHASE AGREEMENT (this Agreement) is entered into as of November 5, 2007 (the Execution Date), by and between CITGO Asphalt Refining Company, a New Jersey general partnership (Seller), and NuStar Asphalt Refining, LLC, a Delaware limited liability company (Buyer).

NuStar GP Holdings L.L.C. – Sale and Purchase Agreement (February 29th, 2008)

This SALE AND PURCHASE AGREEMENT (this Agreement) is entered into as of November 5, 2007 (the Execution Date), by and between CITGO Asphalt Refining Company, a New Jersey general partnership (Seller), and NuStar Asphalt Refining, LLC, a Delaware limited liability company (Buyer).

Kinetic Concepts, Inc. – Contract (August 6th, 2007)

EXECUTION VERSION ================================================================================ CREDIT AGREEMENT dated as of July 31, 2007 among KINETIC CONCEPTS, INC. as Borrower THE INITIAL LENDERS NAMED HEREIN as Initial Lenders CITIBANK, N.A. as Administrative Agent WELLS FARGO BANK, N.A. as Issuing Bank CITIGROUP GLOBAL MARKETS INC. as Sole Lead Arranger and Sole Book Runner and BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., UBS SECURITIES LLC and WACHOVIA BANK, NATIONAL ASSOCIATION as Co-Syndication Agents

Nascent Wine Company, Inc. – Stock Purchase Agreement (May 16th, 2007)

THIS STOCK PURCHASE AGREEMENT (Agreement) is made May 11, 2007, by and between Nascent Wine Company, Inc., a Nevada corporation (Nascent) and Shareholders of Pasani S.A. de C.V., with the appearance of Pasani S.A. de C.V., a Mexican corporation (Pasani) as set forth on the signature page of this Agreement (collectively, Shareholders).

Visionworks of America – Professional Business Management Agreement (March 27th, 2007)

This Professional Business Management Agreement (the Agreement) is made and entered into effective as of July 2, 2006, by and between EyeMasters, Inc., a Delaware corporation (Professional Business Manager), and Mark Lynn O.D. & Associates, P.C., a Georgia professional corporation (the Practice).

AmREIT, Inc – Purchase and Sale Agreement (December 13th, 2005)

This Purchase and Sale Agreement (this Agreement) is made as of the Effective Date (defined below) by and between MIDLAND REAL ESTATE COMPANY, L.P. (Seller), and AmREIT REALTY INVESTMENT CORPORATION (Buyer). Buyer and Seller are each a Party and referred to herein collectively as the Parties.

Contract (November 17th, 2005)

EXHIBIT 10.1 TRADEMARK AND DOMAIN NAME PURCHASE AGREEMENT THIS TRADEMARK AND DOMAIN NAME PURCHASE AGREEMENT ("Agreement"), effective as of 14, November, 2005, is by and among Payment Data Systems, Inc., a Nevada corporation, and Bills.com, Inc., a Delaware corporation, each having a principal place of business at 12500 San Pedro, San Antonio, Texas 78216 (hereinafter together referred as "Seller") and Alivio Holdings, LLC, a Delaware limited liability company, having a principal place of business at 1875 South Grant Street, Suite 400, San Mateo, California 94402 ("Buyer") (together, Buyer and Seller shall hereinafter be identified as the "Parties" or individually as a "Party"). WHEREAS, Seller adopted, owns and has continuously used "bills.com" as a trademark for dissemination of advertising for others via an on-line electronic communications network; electronic bill presentment and payment information via a global computer

Visionworks of America – Amended and Restated Professional Business Management Agreement (November 14th, 2005)

This Amended and Restated Professional Business Management Agreement (this Professional Business Management Agreement) is made and entered into effective as of October 2, 2005, by and between Visionary Retail Management, Inc., a Delaware corporation as successor by merger to Visionary MSO, Inc. (Professional Business Manager), and Hour Eyes Doctors of Optometry, P.C., a Virginia professional corporation formerly known as Dr. Samits Hour Eyes Optometrist, P.C. (the Practice).

Visionworks of America – Amended and Restated Retail Business Management Agreement (November 14th, 2005)

This Amended and Restated Retail Business Management Agreement (this Retail Business Management Agreement) is made and entered into effective as of October 2, 2005 by and between Visionary Retail Management, Inc., a Delaware corporation (Retail Business Manager), and Hour Eyes Doctors of Optometry, P.C., a Virginia professional corporation formerly known as Dr. Samits Hour Eyes Optometrist, P.C. (the Practice).

Abraxas Petroleum Corporation – Contract (October 18th, 2005)

Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement ("Release Agreement") is made and entered into between Abraxas Petroleum Corporation ("Abraxas") and Robert W. Carington, Jr., ("Carington") as follows: W I T N E S S T H: WHEREAS, Carington is presently employed by Abraxas as its Executive Vice President pursuant to an Agreement dated December 21, 1999 (the "Agreement"); and WHEREAS, Abraxas and Carington desire to amicably end the employment relationship; and WHEREAS, there are disputes and disagreements regarding Carington's rights under the Agreement; and WHEREAS, Carington and Abraxas (hereinafter together referred to as the "Parties") want to avoid the expense, delay and destruction which would be caused by litigating their disputes; and WHEREAS, the Parties desire to reach an amicable resolution to these disput

Abraxas Petroleum Corporation – Contract (July 22nd, 2005)

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT dated as of July 20, 2005 between ABRAXAS PETROLEUM CORPORATION and THE PURCHASERS NAMED IN THIS AGREEMENT COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into as of the 20th day of July, 2005, by and between Abraxas Petroleum Corporation, a Nevada corporation (the "Issuer"), and each of the persons listed on Schedule 1 attached to this Agreement (each a "Purchaser" and collectively the "Purchasers"). W I T N E S S E T H WHEREAS, the Issuer desires to issue and to sell to the Purchasers, and the Purchasers desire to purchase from the Issuer, the Common Stock (as hereinafter defined), all in accordan

Ecca Enterprises Inc – LFS-MERGER SUB, INC. To Be Merged With and Into EYE CARE CENTERS OF AMERICA, INC. (May 3rd, 2005)

LFS-Merger Sub, Inc., a Texas corporation (the Merger Sub), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the Initial Purchasers), for whom you are acting as representative (the Representative), $152,000,000 principal amount of its 10 3/4% Senior Subordinated Notes due 2015 (the Notes). The Notes will be issued pursuant to an Indenture to be dated as of February 4, 2005 (the Indenture) between the Merger Sub and The Bank of New York, as trustee (the Trustee).

12,600,000 Shares Pioneer Drilling Company Common Stock, $0.10 Per Share Par Value UNDERWRITING AGREEMENT (March 24th, 2005)

JEFFERIES & COMPANY, INC. RAYMOND JAMES & ASSOCIATES JOHNSON RICE & COMPANY L.L.C. PRITCHARD CAPITAL PARTNERS, LLC c/o JEFFERIES & COMPANY, INC. 520 Madison Avenue, 12th Floor New York, New York 10022

Abraxas Petroleum Corporation – Contract (March 3rd, 2005)

EXHIBIT 10.1 Grey Wolf Exploration Inc. Suite 1500, Sun Life Plaza 144 - 4th Avenue S.W. Calgary, Alberta T2P 3N4 - - and - Abraxas Petroleum Corporation 500 N. Loop 1604 East, Suite 100 San Antonio, Texas 78270-1007 USA Attention: Robert L.G. Watson Chief Executive Officer Dear Sirs: We understand that Grey Wolf Exploration Inc. (the "Corporation") proposes to issue and sell an aggregate of 17,800,000 Common Shares in the capital of the Corporation (the "Treasury Shares") pursuant to this Agreement. We also understand that Abraxas Petroleum Corporation ("Abraxas" or the "Selling Shareholder") is the beneficial owner of 13,002,360 Common Shares of the Corporation, being all of the outstanding shares of the Corporation, and proposes to sell 9,100,000 Common Shares of the Corporation owned by it (the "Secondary Shares") pursuant to the terms set forth herein. Based upon the foregoing and subject to the

Aep Texas Central Co – Contract (November 5th, 2004)

PURCHASE AND SALE AGREEMENT by and between AEP TEXAS CENTRAL COMPANY and CITY OF SAN ANTONIO ACTING BY AND THROUGH THE CITY PUBLIC SERVICE BOARD OF SAN ANTONIO and TEXAS GENCO, L.P. Dated as of September 3, 2004