WHITTIER ENERGY CORP Contracts & Agreements

AGREEMENT AND PLANOF MERGER dated as of January 19,2007 among STERLING ENERGY PLC STERLING ONSHORE,INC. and WHITTIER ENERGYCORPORATION (Filed With SEC on January 24, 2007)

VOTINGAGREEMENT (Filed With SEC on January 24, 2007)

WHITTIER ENERGY CORPORATION RETENTION AND SEVERANCE PLAN (Filed With SEC on January 24, 2007)

AMENDMENTTO EMPLOYMENT AGREEMENT (Filed With SEC on January 24, 2007)

EMPLOYMENT AGREEMENT (Filed With SEC on August 30, 2006)

AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 9, 2006 AMONG WHITTIER ENERGY CORPORATION, AS BORROWER, BNP PARIBAS, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO... (Filed With SEC on August 15, 2006)

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT Among IMPERIAL PETROLEUM INC. as Seller, and WHITTIER ENERGY COMPANY AND PREMIER NATURALRESOURCES, LLC as Buyer Dated July 28, 2006 (Filed With SEC on August 3, 2006)

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT Among IMPERIAL PETROLEUM INC. as Seller, and WHITTIER ENERGY COMPANY ANDPREMIER NATURAL RESOURCES, LLC as Buyer Dated June 26, 2006 (Filed With SEC on June 30, 2006)

FIRST AMENDMENT TO CREDIT AGREEMENT Among WHITTIER ENERGY CORPORATION as Borrower, BNP PARIBAS, as Administrative Agent, and The Lenders Signatory Hereto Effective as of May 31,... (Filed With SEC on June 6, 2006)

PURCHASE AND SALE AGREEMENT BETWEEN DRILLING & XTRACTION, L.P. OLOMA ENERGY, LP WESTHOFF RANCH, LP COOKIN WITH GAS, LP JC 2 UNDER PAR, LP and McDOWELL PARTNERS, LP AS SELLERS AND... (Filed With SEC on May 5, 2006)

PURCHASE AND SALE AGREEMENT between IMPERIALPETROLEUM, INC. (Seller) and WHITTIERENERGY COMPANY and PREMIER NATURAL RESOURCES, LLC (Buyer) (Filed With SEC on May 5, 2006)

WHITTIERENERGY CORPORATION 2004 LONG-TERM INCENTIVE PLAN SUMMARY OF STOCK OPTION GRANT (Filed With SEC on November 9, 2005)

Certificate of Designation (Filed With SEC on June 21, 2005)

CREDIT AGREEMENT DATED AS OF JUNE 15, 2005 AMONG WHITTIER ENERGY CORPORATION, AS BORROWER, BNP PARIBAS, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO SOLE LEAD ARRANGER... (Filed With SEC on June 21, 2005)

GUARANTYAND PLEDGE AGREEMENT DATED AS OF JUNE 15, 2005 MADEBY WHITTIERENERGY CORPORATION AND EACHOF THE OTHER OBLIGORS (AS DEFINED HEREIN) INFAVOR OF BNPPARIBAS, ASADMINISTRATIVE... (Filed With SEC on June 21, 2005)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on June 21, 2005)

UPSIDESHARING PAYMENT AGREEMENT (Filed With SEC on July 2, 2004)

EXHIBIT C Attached to andmade a part of that certain Offer to Sell Letter Agreement dated June 7th, 2004 by and between Texas Independent Exploration Limited, etal, as Seller and... (Filed With SEC on July 2, 2004)

CONVERTIBLE SUBORDINATED NOTE Houston, Texas (Filed With SEC on July 2, 2004)

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WHITTIER ENERGY CORP Contracts & Agreements