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Exhibit 10.6    
    


 
 

AMENDMENT TO
  COMBINATION AGREEMENT    
    


        This Amendment to Combination Agreement (this "Amendment") is entered into as of September 19, 2005, by and
among Stroud Oil Properties, Inc., an Oklahoma corporation ("SOP"), all the shareholders of SOP as listed on the signature page to this
Agreement, Stroud Energy Management, Ltd., a Texas limited partnership ("Management"), all the limited partners of Management as listed on the
signature page to this Agreement, Stroud Energy, Ltd., a Texas limited partnership ("Stroud Ltd."), all the limited partners of
Stroud Ltd. as listed on the signature page to this Agreement, and Stroud Energy, Inc., a Delaware corporation ("Newco"). The shareholders
(and limited partners after the merger described below) of SOP and the limited partners of Management and Stroud Ltd. (other than SOP) are collectively referred to as the
"Owners". 


 
 

RECITALS    
    


        The parties hereto entered into that certain Combination Agreement dated as of August 1, 2005 (the "Original
Agreement"), pursuant to which the Owners agreed to exchange their ownership interests in SOP, Management and Stroud Ltd. for stock in Newco through the series of
transactions contemplated therein. 


        The
parties desire to amend the Original Agreement to specify (i) the number of shares to be issued to each Owner in exchange for the transfers that take place pursuant to the
Original Agreement and (ii) the number of shares to be sold by certain of the Owners in the Private Offering. 


        Now,
therefore, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement, and intending to be legally bound hereby, the
parties agree as follows: 


        Section 1
Definitions. Capitalized terms used and not otherwise defined in this Amendment shall have the
definitions given them in the Original Agreement. From and after the date hereof, all references to the "Agreement" in the Original Agreement shall mean the Original Agreement as amended by this
Amendment. 


        Section 2
Amendment of Section 1.3. Section 1.3 of the Original Agreement is hereby amended
and restated to read in its entirety as follows: 



        "Section 1.3 Receipt of Stock in Newco. The parties hereto acknowledge that the transactions
described in this Agreement constitute "Capital Transactions" and the proceeds thereof constitute "Capital Proceeds" as defined in Stroud Ltd.'s Partnership Agreement. In exchange for the
transfers described above, Newco will issue the number of shares of Newco common stock to each Owner set forth beside such Owner's name on  Schedule II attached hereto; provided, however, that the
Reserved Class B Interests that were to be issued to members of management under
Management's Partnership Agreement, but have not been specifically allocated, will become reserved shares (the "Unallocated Class B Interest
Shares") retained by Newco for future issuance in accordance with the Stroud Energy, Inc. 2005 Restricted Stock Plan (the "Newco Restricted Stock
Plan") and, independent of the calculation referred to above, shall be fixed in number at 226,608 shares. The Unallocated Class B Interest Shares would otherwise have
been issued to Owners of SOP by virtue of SOP's ownership of Class B Partnership Interests in Management as of the Closing. Shares of Newco common stock issued in exchange for the
Class B Partnership Interests in Management that were granted to management employees in May 2005 and that are subject to forfeiture restrictions as of the Closing shall be issued
pursuant to the Newco Restricted Stock Plan and such shares of Newco common stock shall be subject to the same forfeiture restrictions as 



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were
in effect with respect to such Class B Partnership Interests prior to the Closing. Shares of Newco common stock issued in exchange for Class B Partnership Interests in Management
that were issued to management employees prior to May 2005 shall not be subject to forfeiture and shall be fully vested." 




        Section 3
Addition of Section 1.13. The Original Agreement is hereby amended to add a new
Section 1.13 to read in its entirety as follows: 


        "Section 1.13
Selling Shareholders. As part of the Private Offering, each Owner listed on  Schedule III attached hereto will offer
and sell, first, the number of shares of Newco common stock set forth beside such Owner's name under the
heading "Base Amount Shares," and, second, pursuant to exercise of an
option to cover additional allotments, the number of shares of Newco common stock set forth beside such Owner's name under the heading "Additional Allotment Shares." 


        Section 4
Amendments to Schedules. Schedule II to the Original Agreement is
hereby amended and restated to read in its entirety as set forth on Schedule II attached to this Amendment. The Original Agreement is hereby
amended to add a new Schedule III to read in its entirety as set forth on Schedule III
attached to this Amendment. 


        Section 5  Ratification. The Original Agreement is hereby ratified and confirmed and shall remain
and
continue in full force and effect in accordance with the terms and provisions thereof, as amended by this Amendment, and in the event of any conflict between the Original Agreement and this Amendment,
then the terms and conditions of this Amendment shall prevail. 


        Section 6
Counterparts. This Amendment may be executed in multiple counterparts, each, and together all, of
which shall be deemed an original. 


        Section 7  Joinder of Spouses. The spouses of each individual Owner are joining in the execution of
this
Amendment to acknowledgment its existence and its provisions, and to evidence the desire to bind their interests in the ownership interests transferred under the Original Agreement, if any, to the
performance of this Amendment. 


[The
remainder of this page is intentionally left blank.] 


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        IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the date first above written. 



	SOP:	 	STROUD OIL PROPERTIES, INC.,

an Oklahoma corporation
	

 	
 	

By:	

/s/  PATRICK J. NOYES      
 Patrick J. Noyes, President
	
MANAGEMENT:	
 	

STROUD ENERGY MANAGEMENT, LTD.,a Texas limited partnership
	

 	
 	

By:	

Stroud Oil Properties, Inc.,

an Oklahoma corporation, its general partner
	

 	
 	

By:	

/s/  PATRICK J. NOYES      
 Patrick J. Noyes, President
	
STROUD LTD.:	
 	

STROUD ENERGY, LTD.,

a Texas limited partnership
	

 	
 	

By:	

Stroud Energy Management, Ltd.,

a Texas limited partnership,

its general partner
	

 	
 	

 	

By:	
 	

Stroud Oil Properties, Inc.,

an Oklahoma corporation,

its general partner
	

 	
 	

 	

By:	
 	

/s/  PATRICK J. NOYES      
 Patrick J. Noyes, President
	
NEWCO:	
 	

STROUD ENERGY, INC.,

a Delaware corporation
	 	 	By:	/s/  PATRICK J. NOYES      
 Patrick J. Noyes, President
	 	 	 	 	 	 





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OWNERS OF SOP:	
 	

 	

/s/  BRUCE F. BRADEN      
 Bruce F. Braden
	

 	
 	

 	

/s/  CHRISTOPHER A. WRIGHT      
 Christopher A. Wright
	

 	
 	

 	

/s/  ELIZABETH S. WRIGHT      
 Elizabeth S. Wright
	

 	
 	

 	

/s/  ROBERT S. COLMAN      
 Robert S. Colman, Trustee of the Robert S. Colman Trust u/d/t 3/18/85
	

 	
 	

 	

/s/  ROBERT S. COLMAN      
 Robert S. Colman, Trustee,

Edwin W. Colman Children's Trust FBO Robert S. Colman
	

 	
 	

 	

/s/  DANIEL I. KEMPER      
 Daniel I. Kemper, Trustee,

Daniel I. Kemper Living Trust
	

 	
 	

 	

/s/  ROCKWELL A. SCHNABEL      
 Rockwell A. Schnabel
	

 	
 	

 	

/s/  MARNA SCHNABEL      
 Spouse of Rockwell A. Schnabel,

joining for the limited purposes set forth in Section 7
	

 	
 	

 	

/s/  PATRICK J. NOYES      
 Patrick J. Noyes
	

 	
 	

 	

/s/  CINDY NOYES      
 Spouse of Patrick J. Noyes, joining for

the limited purposes set forth in Section 7
	

 	
 	

 	

/s/  EDWARD H. SCHWEITZER      
 Edward H. Schweitzer
	

 	
 	

 	

/s/  CHRIS A. SCHWEITZER      
 Spouse of Edward H. Schweitzer, joining for the limited purposes set forth in Section 7
	
OWNERS OF MANAGEMENT:	
 	

 	

/s/  GREOGY P. SMITH      
 Gregory P. Smith
	 	 	 	 	 	 



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/s/   LINDA K. SMITH      
 Spouse of Gregory P. Smith, joining for the

limited purposes set forth in Section 7
	

 	
 	

 	

/s/   PATRICK J. NOYES      
 Patrick J. Noyes
	

 	
 	

 	

/s/   CINDY NOYES      
 Spouse of Patrick J. Noyes, joining for

the limited purposes set forth in Section 7
	

 	
 	

 	
NOYES FAMILY PARTNERSHIP,

a Texas partnership
	

 	
 	

 	

By:	
 	

/s/   PATRICK J. NOYES      
 Patrick J. Noyes, Partner
	

 	
 	

 	

/s/   CHRISTOPHER L. HAMMACK      
 Christopher L. Hammack
	

 	
 	

 	

/s/   GREGORY D. FRAZIER      
 Gregory D. Frazier
	

 	
 	

 	

/s/   STEPHEN M. CLARK      
 Stephen M. Clark
	

 	
 	

 	

/s/   CONNIE S. CLARK      
 Spouse of Stephen M. Clark, joining for the

limited purposes set forth in Section 7
	

 	
 	

 	

/s/   G. CHRISTOPHER VEEDER      
 G. Christopher Veeder
	

 	
 	

 	

/s/   PRISCILLA VEEDER      
 Spouse of G. Christopher Veeder, joining

for the limited purposes set forth in Section 7
	
OWNERS OF STROUD LTD.:	
 	

STROUD OIL PROPERTIES, INC.,

an Oklahoma corporation
	

 	
 	

By:	

/s/   PATRICK J. NOYES      
 Patrick J. Noyes, President
	

 	
 	

/s/   BRUCE F. BRADEN      
 Bruce F. Braden
	 	 	 	 	 	 





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/s/   ROBERT S. COLMAN      
 Robert S. Colman, Trustee of the

Robert S. Colman Trust u/d/t 3/18/85
	

 	
 	

/s/   CHRISTOPHER A. WRIGHT      
 Christopher A. Wright
	

 	
 	

/s/   ELIZABETH S. WRIGHT      
 Elizabeth S. Wright
	

 	
 	

 	
ENCAP ENERGY CAPITAL FUND IV, L.P.
	

 	
 	

 	

By: EnCap Equity Fund IV GP, L.P., General Partner of EnCap Energy Capital Fund IV, L.P.
	 	 	 	By: EnCap Investments L.P., General Partner of EnCap Equity Fund IV GP, L.P.
	 	 	 	By: EnCap Investments GP, L.L.C., General Partner of EnCap Investments L.P.
	

 	
 	

By:	

/s/   DAVID B. MILLER      
 David B. Miller, Senior Managing Director
	

 	
 	
ENCAP IV-B ACQUISITIONS, L.P.
	

 	
 	

 	

By: EnCap IV-B Acquisitions GP, LLC, General Partner of EnCap IV-B Acquisitions, L.P.
	 	 	 	By: EnCap Energy Capital Fund IV-B, L.P., Sole Member of EnCap IV-B Acquisitions GP, LLC
	 	 	 	By: EnCap Equity Fund IV GP, L.P., General Partner of EnCap Energy Capital Fund IV-B, L.P.
	 	 	 	By: EnCap Investments L.P., General Partner of EnCap Equity Fund IV GP, L.P.
	 	 	 	By: EnCap Investments GP, L.L.C., General Partner of EnCap Investments L.P.
	

 	
 	

By:	

/s/   DAVID B. MILLER      
 David B. Miller, Senior Managing Director




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QuickLinks



Exhibit 10.6


AMENDMENT TO COMBINATION AGREEMENT

RECITALS