Carbon Energy Corp Sample Contracts

AS SELLER, AND
Stock Purchase Agreement • October 27th, 1999 • Carbon Energy Corp • Colorado
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FOR
Carbon Energy Corp • November 14th, 2000 • Crude petroleum & natural gas

This Financing Commitment constitutes the whole and entire agreement between the Borrower, CIBC and PLC and cancels and supersedes any prior agreements, undertakings, declarations, representations and warranties, written or verbal, among the parties in respect of the subject matter of this Financing Commitment, including any prior Financing Commitment or arrangements.

FORM OF
Employment Agreement • October 27th, 1999 • Carbon Energy Corp • Colorado
Exhibit (c)(5) -------------- EMPLOYMENT AGREEMENT by and between CEC RESOURCES LTD.
Employment Agreement • January 7th, 2000 • Carbon Energy Corp • Crude petroleum & natural gas • Colorado
AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 21st, 1999 • Carbon Energy Corp • Crude petroleum & natural gas • Colorado
EXHIBIT 10.7 FORM OF EMPLOYMENT AGREEMENT by and between CARBON ENERGY CORPORATION
Employment Agreement • October 27th, 1999 • Carbon Energy Corp • Colorado
RECITAL
Credit Agreement • November 14th, 2000 • Carbon Energy Corp • Crude petroleum & natural gas • Colorado
RECITALS:
Early Exercise Stock Purchase Agreement • May 8th, 2001 • Carbon Energy Corp • Crude petroleum & natural gas • Colorado
AGREEMENT TO VOTE SHARES
Carbon Energy Corp • April 1st, 2003 • Crude petroleum & natural gas • Colorado

THIS AGREEMENT TO VOTE SHARES, dated as of March 31, 2003 (the "Agreement"), between EVERGREEN RESOURCES, INC., a Colorado corporation ("Evergreen"), and PATRICK R. McDONALD, as a shareholder (the "Shareholder") of Carbon Energy Corporation, a Colorado corporation ("Carbon");

AMONG
Exchange and Financing Agreement • October 27th, 1999 • Carbon Energy Corp • Colorado
FINANCING COMMITMENT FOR CEC RESOURCES LTD.
Carbon Energy Corp • August 19th, 2002 • Crude petroleum & natural gas • Alberta

This Financing Commitment constitutes the whole and entire agreement between the Borrower, CIBC and PLC and cancels and supersedes any prior agreements, undertakings, declarations, representations and warranties, written or verbal, among the parties in respect of the subject matter of this Financing Commitment, including any prior Financing Commitment or arrangements.

FINANCING COMMITMENT FOR CEC RESOURCES LTD.
Carbon Energy Corp • November 14th, 2001 • Crude petroleum & natural gas • Alberta

This Financing Commitment constitutes the whole and entire agreement between the Borrower, CIBC and PLC and cancels and supersedes any prior agreements, undertakings, declarations, representations and warranties, written or verbal, among the parties in respect of the subject matter of this Financing Commitment, including any prior Financing Commitment or arrangements.

FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT
Asset Purchase and Sale Agreement • March 31st, 2003 • Carbon Energy Corp • Crude petroleum & natural gas

This First Amendment to Asset Purchase and Sale Agreement (this “Amendment”), dated March 19, 2003, is by and between Carbon Energy Corporation (USA), formerly known as Bonneville Fuels Corporation, a Colorado corporation (“Seller”), and Fasken Acquisitions 02, Ltd., a Texas limited partnership (“Buyer”).

FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 14th, 2002 • Carbon Energy Corp • Crude petroleum & natural gas • Colorado

THIS FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of September 23, 2002, is by and between CARBON ENERGY CORPORATION (USA), a Colorado corporation ("Borrower"), and WELLS FARGO BANK, N.A., a national banking association ("Wells Fargo").

AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 31st, 2003 • Carbon Energy Corp • Crude petroleum & natural gas • Colorado

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 31, 2002, is by and between CARBON ENERGY CORPORATION (USA), a Colorado corporation (“Borrower”), and BANK OF OKLAHOMA, NATIONAL ASSOCIATION, a national banking association (“BOK”).

FOR
Carbon Energy Corp • August 14th, 2001 • Crude petroleum & natural gas
Form of INDEMNIFICATION AGREEMENT ------------------------- Carbon Energy Corporation
Indemnification Agreement • October 27th, 1999 • Carbon Energy Corp • Colorado
ASSET PURCHASE AND SALE AGREEMENT Dated January 15, 2003 By and between Carbon Energy Corporation (USA), formerly known as Bonneville Fuels Corporation, as Seller and Fasken Acquisitions 02, Ltd., as Buyer
Asset Purchase and Sale Agreement • March 31st, 2003 • Carbon Energy Corp • Crude petroleum & natural gas • New Mexico

This Asset Purchase and Sale Agreement (this “Agreement”), dated January 15, 2003, is by and between Carbon Energy Corporation (USA), formerly known as Bonneville Fuels Corporation, a Colorado corporation (“Seller”), and Fasken Acquisitions 02, Ltd., a Texas limited partnership (“Buyer”).

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FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 15th, 2003 • Carbon Energy Corp • Crude petroleum & natural gas • Colorado

THIS FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 24, 2003, is by and between CARBON ENERGY CORPORATION (USA), a Colorado corporation (“Borrower”), and BANK OF OKLAHOMA, NATIONAL ASSOCIATION, a national banking association (“BOK”).

EMPLOYMENT AGREEMENT by and between CARBON ENERGY CORPORATION and PATRICK R. McDONALD Dated as of October 1, 2002
Employment Agreement • September 15th, 2003 • Carbon Energy Corp • Crude petroleum & natural gas • Colorado
FINANCING COMMITMENT FOR CARBON ENERGY CANADA CORPORATION
Carbon Energy Corp • May 15th, 2003 • Crude petroleum & natural gas • Alberta

This Financing Commitment constitutes the whole and entire agreement between the Borrower, CIBC and PLC and cancels and supersedes any prior agreements, undertakings, declarations, representations and warranties, written or verbal, among the parties in respect of the subject matter of this Financing Commitment, including any prior Financing Commitment or arrangements.

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