EXHIBIT G-2
FORM OF PLEDGE AGREEMENT (PARTNERSHIP)
G-2-1
EXHIBIT G-3
FORM OF PLEDGE AGREEMENT (LIMITED LIABILITY COMPANY)
G-3-1
EXHIBIT H
FORM OF CONFIDENTIALITY AGREEMENT
H-1
EXHIBIT I
FORM OF CERTIFICATE OF EFFECTIVENESS
This Certificate of Effectiveness (this "Certificate") is executed the 13th day
of June, 2005 (the "Effective Date") by and among Cimarex Energy Co., a Delaware
corporation ("Borrower") and JPMorgan Chase Bank, N.A., as Administrative Agent
("Administrative Agent") for the Lenders under and as defined in that certain
Amended and Restated Credit Agreement (the "Agreement") dated as of June 13,
2005, by and among Borrower, Administrative Agent, and the Lenders and agents
named therein.
This Certificate is executed pursuant to Section 4.1 of the
Agreement and is the "Certificate of Effectiveness" therein referenced.
Unless
otherwise defined herein, all terms used herein with their initial letter
capitalized shall have the meaning given such terms in the Agreement.
Borrower
and Administrative Agent (on behalf of itself and the Lenders) hereby
acknowledge and agree as follows:
1.
Borrower has satisfied each condition
precedent to the effectiveness of the Agreement contained in Section 4.1 of the
Agreement.
2.
The Agreement is effective as of the
Effective Date.
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent for the Lenders
By:
J. Scott Fowler,
Vice President
CIMAREX ENERGY CO.
By:
Paul Korus,
Chief Financial Officer
I-1