February 1, 2008.
Gas Services and/or Purchase Agreement between Versado Gas Processors, L.L.C.
acting through Dynegy Midstream Services, Limited Partnership, its operator and
UHC New Mexico Corporation, Owner dated June 1, 2000.
Amendment to Gas Services and/or Purchase Agreement between Cano Petroleum, Inc,
Owner and Versado Gas Processors, L.L.C. acting through Targa Midstream Services
Limited Partnership, its operator
Pipeline Lease Agreement dated effective June 19, 2007, between Meyer Land and
Cattle Co., Inc., Meyer Farms, Inc. and W.O. Operating Company, Ltd.
Unit Agreement - Cockrell Ranch Unit - Hutchinson County, Texas, dated
January 8, 2007 executed by W.O. Operating Company, Ltd.
Unit Operating Agreement - Cano Unit dated May 1, 1989.
Unit Agreement for the Development and Operation for the Cato Unit - Chaves
County, New Mexico dated May 1, 1989.
Subordinated Credit Agreement among Cano Petroleum, Inc. as Borrower, The
Lenders Party hereto from time to time, as Lenders, and UnionBanCal
Equities, Inc. , as Administrative Agent , dated December 17, 2008 and all
associated agreements.
EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each](1) Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each](2) Assignee identified in item 2 below ([the][each, an]
"Assignee").
[It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees](3) hereunder are several and not joint.](4)
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (as amended, the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by [the][each]
Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including without limitation
any letters of credit, guarantees, and swingline loans included in such
facilities) and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of [the Assignor
(in its capacity as a Lender)][the respective Assignors (in their respective
capacities as Lenders)] against any Person, whether known or unknown, arising
under