EXHIBIT 10.112
PURCHASE AND SALE AGREEMENT
GREEN CANYON AREA, OUTER CONTINENTAL SHELF
THIS PURCHASE AND SALE AGREEMENT (the Agreement ) is executed this
18th day of October, 1995, by and between Enserch Exploration, Inc., a
Texas corporation, as seller ( Seller ) and Reading & ▇▇▇▇▇ Development
Co., a Delaware corporation, as buyer ( Buyer ).
RECITALS
WHEREAS, Seller desires to sell and Buyer desires to purchase certain
oil and gas properties and related rights on the terms and conditions
provided in this Agreement;
NOW, THEREFORE, Seller and Buyer hereby agree as follows:
1. SALE AND PURCHASE
1.1 Sale. Subject to the terms and conditions of this
Agreement, Seller shall sell and Buyer shall purchase and pay for, at the
Closing but effective as of 12:01 a.m., Central Standard Time, May 1, 1995
(the Effective Date ), the undivided rights, titles and interests
reflected in Exhibit 1.1 hereof (being an undivided twenty percent (20%)
of the interest of Seller) in and to the assets described below located in
or pertaining to the Green Canyon Area on the Outer Continental Shelf off
the coastline of the State of Louisiana (the undivided rights, titles and
interests reflected in Exhibit 1.1 hereof shall hereinafter sometimes be
referred to as the Assets ). The Assets shall consist of the undivided
right, title and interest reflected on Exhibit 1.1:
(a) In and to the oil, gas and mineral leasehold interests,
described on Exhibit 1.1, Part (a) (the Leases ), together
with a like interest with respect to the Leases in and to any
and all (i) mineral interests, (ii) overriding or landowners'
royalty interests, (iii) surface and subsurface interests and
rights, (iv) beneficial, convertible or reversionary
interests, (v) interest owned, claimed or acquired, or to be
owned, claimed or acquired, by agreement, (vi) production
payments, (vii) contractual interests owned pursuant to
participation agreements, operating agreements or similar
agreements, and (viii) any and all like or unlike interests,
including without limitation those specific items identified
on Exhibit 1.1, Part (a). This shall include any contractual
rights providing for the acquisition or earning of any of the
foregoing, and Seller's rights in respect of any pooled,
communitized or unitized acreage of which any of the
foregoing is a part. Except that this Agreement shall not
cover or pertain to or affect any right, title or interest of
Seller in and to, or any rights derived from, any bidding
agreements executed by and between Seller and Mobil Oil
Exploration & Producing Southwest Inc. (All of the foregoing
shall be called collectively the Leasehold Interests. )
(b) In and to any and all ▇▇▇▇▇, wellbores, pipe, gathering
lines, compressors, facilities, equipment, platforms,
pipelines and any and all other personal, real, movable and
immovable property, fixtures or equipment which are located
on or used directly in connection with the production,
treatment or transportation of oil and gas from the Leasehold
Interests, including, without limitation, those items
specifically identified on Exhibit 1.1, Part (b) (the
Equipment ).
(c) In and to any and all easements, rights of way, and
subsurface and surface rights associated or used in
connection with any such easements or rights of way, which
easements, rights-of-way and subsurface and surface rights
have been obtained for use in connection with the Leasehold
Interests (the Gathering Facilities ).
(d) In and to any and all oil, gas and other minerals produced
from or attributable to the Leasehold Interests on or after
the Effective Date.
(e) To the extent the same are assignable or transferable by
Seller and to the extent and only to the extent that the same
relate to the ownership or operation of the Leasehold
Interests, the Gathering Facilities or the Equipment on or
after the Effective Date, a like interest in and to all
orders, contracts, agreements (including without limitation
all operating agreements, transportation agreements, unit
agreements, participation agreements and processing
agreements), instruments, licenses, authorizations, permits,
audits, claims, liens, suits, settlements and demands, and
other rights, privileges, benefits, duties and powers
conferred upon Seller. Except that this Agreement shall not
cover or pertain to or affect any right, title or interest of
Seller in and to, or any rights derived from, any bidding
agreements executed by and between Seller and Mobil Oil
Exploration & Producing Southwest Inc.
1.2 Title Warranty. Seller warrants that:
(a) Except as specifically set forth in Exhibit 1.1 and/or
Exhibit 3.7 or resulting from the application of the
agreements listed therein, neither Seller nor any parent,
subsidiary or affiliate of Seller during their respective
periods of ownership has (A) executed any deed, conveyance,
assignment or other instrument as an assignor, grantor,
sublessor or in another capacity or (B) has breached any
obligation under any Lease that would (i) result in Buyer's
being entitled to receive less than the net revenue interest
for any Lease, well or unit set forth in Exhibit 1.1, except
as otherwise noted on Exhibit 1.1, of all oil and gas in,
under, and that may be produced, saved and marketed from or
attributable to such Lease, well or unit, or (ii) obligate
Buyer to bear the costs and expenses relating to the
maintenance, development and operation of such Lease, well or
unit in an amount greater than the working interest for such
Lease, well or unit set forth in Exhibit 1.1, unless the net
revenue interest attributable to said working interest is
increased by a proportionate or greater amount; and
(b) Except as specifically set forth in Exhibit 1.1 and/or
Exhibit 3.7 or resulting from the application of the
agreements listed therein, the Assets are free of all Seller
created liens, security interests and encumbrances created by
or through Seller as of the Closing Date;
(the limited warranty set forth in subparagraphs (a) and (b) above shall
hereinafter be referred to as the Special Limited Warranty ). Seller
shall convey the Assets with no warranty whatsoever other than the Special
Limited Warranty, but with full substitution and subrogation to Buyer in
and to all covenants, agreements, representations and warranties made by
others heretofore given or made in connection with the Assets or any part
thereof.
1.3 Other Warranty Provisions. Buyer acknowledges that (a) Seller
has not made any warranty or representation, whether express, implied, at
common law, by statute or otherwise, relating to the fitness for an
intended purpose or condition of any movable property constituting a
portion of the Assets and (b) Buyer shall acquire such personal property
in WHERE IS, AS IS condition. Except as may be specifically set forth
to the contrary in this Agreement, Buyer acknowledges that Seller has made
no representations or warranties whatever, expressed or implied, (Seller
having hereby expressly disclaimed all such warranties) as to the
accuracy, completeness, or materiality of any data, information, record or
materials now, heretofore, or hereafter made available in connection with
this Agreement (including, without limitation, any descriptions of oil and
gas leases; quality or quantity or hydrocarbon reserves attributable to
the Assets, if any; production rates, exploratory or development drilling
opportunities, decline rates, potential for production of hydrocarbons
from the Assets; the environmental condition of said Assets; the legal,
tax or other consequences of owning Seller's interest in the Assets; or
any other information contained in any material furnished in connection
with this transaction). Any and all such data, information, records or
materials furnished by Seller to Buyer is provided as a convenience only
and any reliance on or use of same is at the Buyer's sole risk. WITHOUT
LIMITING THE GENERALITY OF THIS PARAGRAPH, SELLER DISCLAIMS AND NEGATES AS
TO ANY PERSONAL PROPERTY, FIXTURES, IMPROVEMENTS AND APPURTENANCES SUBJECT
TO THIS AGREEMENT (INCLUDING ALL ▇▇▇▇▇): (A) ANY IMPLIED OR EXPRESS
WARRANTY OF MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESS WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE, AND (C) ANY IMPLIED OR EXPRESS WARRANTY
OF CONFORMITY TO MODELS OR SAMPLE OR MATERIALS. THE PURCHASER EXPRESSLY
AGREES THAT TITLE TO SUCH PERSONAL PROPERTY, FIXTURES, IMPROVEMENTS AND
APPURTENANCES WILL BE ACCEPTED "AS IS", "WHERE IS", "WITH ALL FAULTS", AND
IN ITS PRESENT CONDITION AND STATE OF REPAIR.
2. PURCHASE PRICE AND OTHER CONSIDERATION.
2.1 Determination of Purchase Price. The purchase price for the
Assets (the Purchase Price ) shall be Eighteen Million Two Hundred Fifty
Thousand and No/100 Dollars ($18,250,000.00) (the Purchase Price );
2.2 Payment of Purchase Price. The payment of the Purchase Price
shall be made by Buyer to Seller pursuant to the terms and provisions
ofthe agreement between Buyer and Seller concerning the timing of the
payment of the Purchase Price, attached hereto and made a part hereof for
all purposes as Exhibit 5.2(c). Failure of Buyer to conform to and
perform the payment of the Purchase Price in accordance with the terms and
provisions of such ancillary agreement covering same, shall be grounds for
the rescission of this Agreement by Seller, and Buyer shall reassign unto
Seller all of the interests which Buyer has acquired from Seller
hereunder. Such reassignment shall be free and clear of any and all
burdens and encumbrances on the Assets, save and except those burdens and
encumbrances affecting the Assets as of the date hereof.
3. REPRESENTATIONS OF SELLER.
As a principal cause and material inducement to Buyer's execution of
this Agreement and to Buyer's consummation of the transactions
contemplated hereby, and with the acknowledgment by Seller of Buyer's
reliance hereon, Seller, to the extent set forth below and with respect to
the undivided interests in the Assets covered hereby, represents to Buyer
that as of the date hereof:
3.1 Existence of Seller. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Texas.
3.2 Power of Seller. Seller has the requisite corporate power to
enter into and perform this Agreement and the transactions contemplated
hereby. Subject to rights to consent by, required notices to, and filings
with or other actions by governmental entities where the same are
customarily obtained subsequent to the assignment of oil and gas interests
and leases, the execution, delivery and performance of this Agreement by
Seller, and the transactions contemplated hereby, will not violate (i) any
provision of the articles of incorporation or bylaws of Seller, (ii) any
material agreement or instrument to which Seller is a party or by which
Seller is or the Assets owned by Seller are bound, (iii) any judgment,
order, ruling, or decree applicable to the Assets or to Seller as a party
in interest, or (iv) any law, rule or regulation applicable to Seller or
to the ownership or operation of the Assets.
3.3 Authorization of Seller. The execution, delivery and
performance of this Agreement and the transactions contemplated hereby
have been duly and validly authorized by all requisite corporate action on
the part of Seller. This Agreement has been duly executed and delivered
on behalf of Seller, and at the Closing all documents and instruments
required hereunder to be executed and delivered by Seller shall have been
duly executed and delivered. This Agreement does, and such documents and
instruments shall, constitute legal, valid and binding obligations of
Seller enforceable in accordance with their terms, subject, however, to
the effect of bankruptcy, insolvency, reorganization, moratorium and
similar laws from time to time in effect relating to the rights and
remedies of creditors, as well as to general principles of equity
(regardless of whether such enforceability is considered in a proceeding
in equity or at law).
3.4 Brokers. Seller has incurred no obligation or liability,
contingent or otherwise, for brokers' or finders' fees in respect of the
matters provided for in this Agreement and any such obligation or
liability that might exist and which was incurred by Seller, shall be the
sole obligation or liability of Seller.
3.5 Foreign Person. Seller is not a foreign person within the
meaning of the Sections 1445 and 7701 of Internal Revenue Code of 1986, as
amended (the "Code") (i.e. Seller is not a non-resident alien, foreign
corporation, foreign partnership, foreign trust or foreign estate as those
terms are defined in the Code and any regulations promulgated thereunder).
3.6 Litigation. There are no actions, suits or proceedings pending,
or to the knowledge of Seller threatened, against or affecting the Assets
or any portion or portions thereof, or the operations of Seller relating
to the Assets or any portion or portions thereof, and to the best of
Seller's knowledge after reasonable inquiry, except as set forth in
Exhibit 3.9, no violation of any laws, statutes, regulations or orders
applicable to any Asset or the operation thereof exists.
3.7 Contracts, Agreements, Commitments and Other Matters. Except as
set forth on Exhibit 3.7, to the best of Seller's knowledge, information
and belief after reasonable inquiry, there are no contracts, agreements,
understandings, commitments, or other obligations (other than the oil, gas
and mineral leases, surface leases, rights of way and other interests
described in Exhibit 1.1 hereto and conveyance documents that are a matter
of public record in the Louisiana coastal parishes adjacent to where the
Assets are located or that are filed in the Lease File records
maintained in the New Orleans District of the Minerals Management Service
(the MMS ) or joint bidding agreements executed by and between Seller and
Mobil, with respect to the Leases) affecting the Assets which are in
effect as of the date hereof.
3.8 Consents and Preferential Purchase Rights. Except for any
consent, agreement or waiver from Manta Ray Gathering Systems, Inc. (which
consent, agreement or waiver may not be needed) and except for any
governmental consents necessary under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Anti-trust
Improvements Act, there are no consents (except governmental consents
which are customarily obtained after the assignment of an oil and gas
lease), agreements or waivers of preferential rights necessary to the
valid assignment of the Assets to Buyer at Closing that have not been
affirmatively waived or deemed to have been waived by expiration of the
appropriate notice period, and there are no preferential purchase rights
or calls on production with respect to the production from the Leasehold
Interests, except as may be provided in the agreements listed in Exhibit
3.7, which limit the purchase price for oil or gas, or which are not
subject to termination upon 60 days' notice.
3.9 Environmental Matters. Except as specifically set forth on
Exhibit 3.7 and/or as to operations conducted by parties other than
Seller, to the best of Seller's knowledge, information and belief after
reasonable inquiry, there exists no Environmental Defect with respect to
the Assets. An Environmental Defect means a condition or circumstance
that exists in connection with the Leasehold Interests or the other Assets
that is not in material compliance with any law, regulation, order or
judgment of or agreement with any federal, state or local agency or court
relating to the environment or that under such law, regulation, order,
judgment or agreement requires the owner or operator of such leases or
assets to undertake any cleanup, remediation or other expense (an
Environmental Defect ).
3.10 Open ▇▇▇▇▇. To the best of Seller's knowledge, information and
belief after reasonable inquiry, except for ▇▇▇▇▇ identified in Exhibit
1.1, Part (b), there exists no well that is located on any of the
Leasehold Interests and that is not plugged and abandoned in accordance
with applicable rules, regulations and contractual obligations.
3.11 Casualty Losses. To the best of Seller's knowledge, information
and belief after reasonable inquiry, there has occurred no casualty in any
Asset since the Effective Date that materially and adversely affects the
value, use or operation of such Asset.
3.12 Information. No documents were intentionally removed or
information or documents omitted from the data or documentation furnished
by Seller to Buyer that is necessary to make the data furnished not
misleading in any material respect; provided, however, this representation
is limited solely to matters of fact and specifically excludes any
statement or forecast of existing or future reserves, geologic and
engineering interpretations, forecasts, estimates and economic
assumptions, including without limitation (i) future prices of production,
(ii) future operating costs, (iii) future capital expenditures, (iv)
projections and estimates of future reserves and production and (v) the
prospects for successfully completing ▇▇▇▇▇.
3.13 Compliance with Laws. Except as specifically set forth on
Exhibit 3.9 and/or as to operations conducted by parties other than
Seller, to the best of Seller's knowledge, information and belief after
reasonable inquiry, Seller has operated the Assets, or caused the Assets
to be operated, in compliance with all laws, ordinances, regulations and
orders applicable to the Assets and the operations undertaken in
connection therewith.
3.14 Use of Buyer's Equipment/Personnel. While it is Seller's
present intention to employ a floating production vessel to be provided by
Buyer or one of its affiliated companies, as previously proposed by Buyer,
in the development and production of the Assets, it is specifically
understood and agreed by and between Seller and Buyer, that the employment
of any such system and the provision by Buyer of any such system, is
specifically subject to the approval by and the rights of the various
owners of the interests of which the Assets constitute a part and that the
Operating Agreement described in Article 5.2(e), shall govern and control
the determination of such matters. Seller has made no, and will bear no
liability for any, representation to the contrary.
4. REPRESENTATIONS OF BUYER.
As a principal cause and material inducement to Seller's execution of
this Agreement and to Seller's consummation of the transactions
contemplated hereby, and with the acknowledgment by Buyer of Seller's
reliance hereon, Buyer represents to Seller that as of the date hereof:
4.1 Existence of Buyer. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware.
4.2 Power of Buyer. Buyer has the requisite power to enter into and
perform this Agreement and the transactions contemplated hereby. Subject
to consent by, required notices to, and filings with or other actions by
governmental entities where the same are customarily obtained subsequent
to the assignment of oil and gas interests and leases, the execution,
delivery and performance of this Agreement by Buyer, and the transactions
contemplated hereby, will not violate (i) any provision of the articles of
incorporation or bylaws of Buyer, (ii) any material agreement or
instrument to which Buyer is a party or by which Buyer is bound, (iii) any
judgment, order, ruling, or decree applicable to Buyer as a party in
interest, or (iv) any law, rule or regulation applicable to Buyer.
4.3 Authorization of Buyer. The execution, delivery and performance
of this Agreement and the transactions contemplated hereby have been duly
and validly authorized by all requisite corporate action on the part of
Buyer. This Agreement has been duly executed and delivered on behalf of
Buyer, and at the Closing all documents and instruments required hereunder
to be executed and delivered by Buyer shall have been duly executed and
delivered. This Agreement does, and such documents and instruments shall,
constitute legal, valid and binding obligations of Buyer enforceable in
accordance with their terms, subject, however, to the effect of
bankruptcy, insolvency, reorganization, moratorium and similar laws from
time to time in effect relating to the rights and remedies of creditors,
as well as to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
4.4 Brokers. Buyer has incurred no obligation or liability,
contingent or otherwise, for brokers' or finders' fees in respect of the
matters provided for in this Agreement and any such obligation or
liability that might exist and which was incurred by Buyer, shall be the
sole obligation of Buyer.
4.5 Title Examination. Buyer has conducted a title examination with
respect to Seller's interests in the Assets and acknowledges that there
are no title defects which will prevent the closing under this Agreement.
Buyer has disclosed, prior to the execution of this Agreement, to the best
of its knowledge, information and belief, all known or suspected title
defects which may place Seller in breach of its warranty or its
representations hereunder.
4.6 MMS Approval. Buyer has contemporaneously with the Closing of
the transaction contemplated by this Agreement, filed with the Minerals
Management Service, what it believes to be the appropriate documentation
for the approval of Buyer as an owner and operator of the Assets. Subject
only to the approval of Buyer's filing described in the preceding
sentence, Buyer is not aware of the existence of any fact or condition
with respect to Buyer or the Assets that may cause the MMS to withhold
unconditional approval, to the extent MMS approval is required under
applicable law, of the transfer of the Assets from Seller to Buyer.
5. CLOSING.
5.1 Time and Place of Closing. The consummation of the transactions
contemplated hereby (the Closing ) is to be held at the offices of Buyer
on or before October 20, 1995 or within five (5) business days after the
receipt of any required governmental approvals or within five (5) business
days after the time for any governmental objection has expired (namely
▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ approval), whichever of the three dates is the later
date, unless extended by the mutual consent of the parties hereto. (The
date on which the Closing occurs shall be referred to as the Closing
Date. )
5.2 Closing Obligations. At the Closing:
(a) Seller shall execute, acknowledge and deliver to Buyer the
conveyance instruments in the form of Exhibit 5.2(a) which
will convey title to the Assets to Buyer and deliver
possession thereof to Buyer together with all requisite forms
required to accompany such assignments for filing with the
MMS.
(b) Seller shall execute such other instruments and take such
other action as may be necessary to carry out its obligations
under this Agreement.
(c) Buyer shall execute and deliver to Seller an ancillary
agreement covering and pertaining to the scheduled payment of
the Purchase Price in the form of and containing the terms
and provisions found in Exhibit 5.2(c) and also execute and
deliver to Seller, the mortgage and security agreement, note
and financing statement described therein.
(d) Buyer shall execute such other instruments and take such
other action as may be necessary to carry out its obligations
under this Agreement.
(e) Buyer and Seller shall execute and deliver, each unto the
other, the Operating Agreement dated effective May 1, 1995,
which agreement has been negotiated between the Seller and
Buyer and Mobil Oil Corporation, et al., and which agreement
shall govern the ownership and operation of the Assets on and
after the Effective Date (the "Operating Agreement").
(f) Buyer shall execute and deliver unto Seller, the
Authorization for Expenditure attached hereto and made a part
hereof for all purposes as Exhibit 5.2(f), covering and
pertaining to the drilling and/or completion of the OCS-G
7049 #5 Well.
(g) Buyer shall execute and deliver to Seller the Option
Agreement covering and pertaining to the option set forth in
Section 8.15, in the form of Exhibit 5.2 (g), attached hereto
and made a part hereof for all purposes.
(h) Buyer shall pay in cash to Seller, the sum of Six Million Two
Hundred Fifty Thousand and No/100 Dollars ($6,250,000.00)
6. POST-CLOSING OBLIGATIONS.
6.1 Assumption of Obligations and Grant of Indemnities Relating to
Operations.
(a) SUBJECT TO EACH OF THE FOLLOWING EXCEPTIONS:
(X) EXCEPT AS TO THOSE MATTERS DESCRIBED IN SECTION 6.1(B) AND
TO THE LIMITED EXTENT THAT SELLER HAS AGREED TO INDEMNIFY
BUYER AS PROVIDED IN SUCH SECTION 6.1(B); AND
(Y) EXCEPT TO THE EXTENT ANY OF THE FOLLOWING IS ATTRIBUTABLE
TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER AT
ANY TIME BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE;
TO THE EXTENT OF ITS INTEREST IN THE ASSETS, BUYER HEREBY
ASSUMES ALL OF THE FOLLOWING DESCRIBED OBLIGATIONS, AND SUBJECT
TO THE TERMS, PROVISIONS AND LIMITATIONS OF THE OPERATING
AGREEMENT DESCRIBED IN ARTICLE 5.2(e), BUYER AGREES TO
INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER, ITS OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES
(THE SELLER GROUP ), REGARDLESS OF WHETHER SELLER GROUP WAS
WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT, FROM AND
AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND
EXPENSES (INCLUDING, WITHOUT LIMITATION, COURT COSTS AND
REASONABLE ATTORNEYS' FEES) ARISING FROM:
(I) EVENTS THAT TRANSPIRE OR CONDITIONS THAT COME INTO
EXISTENCE AFTER THE EFFECTIVE DATE THAT ARE ATTRIBUTABLE
TO THE OWNERSHIP OR OPERATION OF THE ASSETS ON OR AFTER
THE EFFECTIVE DATE;
(II) THE PROPER PLUGGING AND ABANDONMENT OF ALL ▇▇▇▇▇ NOW OR
HEREAFTER LOCATED ON THE LEASEHOLD INTERESTS;
(III) THE ABANDONMENT OF THE GATHERING FACILITIES; AND
(IV) ALL LIABILITY FOR PROPERTY DAMAGE OR INJURY TO OR DEATH OF
PERSONS OCCURRING AFTER THE EFFECTIVE DATE AND ARISING OUT
OF THE OWNERSHIP OR OPERATION OF THE ASSETS, REGARDLESS OF
WHETHER SAID DAMAGES OR INJURY IS ATTRIBUTABLE IN WHOLE OR
IN PART TO CONDITIONS THAT EXISTED BEFORE THE EFFECTIVE
DATE.
ADDITIONALLY, BUYER HEREBY ASSUMES, TO THE EXTENT OF ITS
INTERESTS IN THE ASSETS CONVEYED BY SELLER TO BUYER HEREUNDER
AND TO THE EXTENT THE SAME ARE ASSIGNABLE OR TRANSFERABLE BY
SELLER (AND ARE SO ASSIGNED OR TRANSFERRED) AND TO THE EXTENT
AND ONLY TO THE EXTENT THAT THE SAME RELATE TO THE OWNERSHIP OR
OPERATION OF THE LEASEHOLD INTERESTS, THE GATHERING FACILITIES
OR THE EQUIPMENT ON OR AFTER THE EFFECTIVE DATE, ANY AND ALL
DUTIES AND OBLIGATIONS ARISING FROM ANY AND ALL ORDERS,
CONTRACTS, AGREEMENTS (INCLUDING WITHOUT LIMITATION ALL
OPERATING AGREEMENTS, TRANSPORTATION AGREEMENTS, UNIT
AGREEMENTS, PARTICIPATION AGREEMENTS AND PROCESSING AGREEMENTS),
INSTRUMENTS, LICENSES, AUTHORIZATIONS, PERMITS, AUDITS, CLAIMS,
LIENS, SUITS, SETTLEMENTS AND DEMANDS, AND OTHER RIGHTS,
PRIVILEGES, BENEFITS AND POWERS CONFERRED UPON SELLER,
INCLUDING, BUT NOT LIMITED TO THOSE LISTED ON EXHIBIT 3.7
(COLLECTIVELY HEREINAFTER REFERRED TO IN THIS PARAGRAPH AS
"AGREEMENTS"). SUBJECT TO THE LIMITATIONS WHICH MAY BE
CONTAINED IN THE OPERATING AGREEMENT DESCRIBED IN ARTICLE
5.2(e), BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS
SELLER, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS
AND REPRESENTATIVES (THE SELLER GROUP ), REGARDLESS OF WHETHER
SELLER GROUP WAS WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT
FAULT, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES,
COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, COURT COSTS
AND REASONABLE ATTORNEYS' FEES) ARISING FROM BUYER'S BREACH OR
NON-PERFORMANCE OF SUCH AGREEMENTS.
(b) AS TO SELLER'S INTEREST IN AND TO THE ASSETS CONVEYED BY THIS
AGREEMENT, SELLER AGREES TO INDEMNIFY, DEFEND AND HOLD
HARMLESS BUYER, ITS PARTNERS, OFFICERS, DIRECTORS,
SHAREHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, AND THE
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND
REPRESENTATIVES OF ITS PARTNERS (THE BUYER GROUP ),
REGARDLESS OF WHETHER BUYER GROUP WAS WHOLLY OR PARTIALLY
NEGLIGENT OR OTHERWISE AT FAULT, FROM AND AGAINST ANY AND ALL
CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING,
WITHOUT LIMITATION, COURT COSTS AND REASONABLE ATTORNEYS'
FEES) ARISING FROM:
(I) EVENTS THAT HAVE TRANSPIRED OR CONDITIONS THAT HAVE COME
INTO EXISTENCE PRIOR TO THE EFFECTIVE DATE THAT ARE
ATTRIBUTABLE TO THE OWNERSHIP OR OPERATION OF THE ASSETS;
(II) ALL LIABILITY FOR PROPERTY DAMAGE OR INJURY TO OR DEATH OF
PERSONS OCCURRING PRIOR TO THE EFFECTIVE DATE AND ARISING
OUT OF THE OWNERSHIP OR OPERATION OF THE ASSETS REGARDLESS
OF WHETHER CLAIMS RELATED TO SAID DAMAGE, INJURY OR DEATH
ARE ASSERTED ON, BEFORE OR AFTER THE EFFECTIVE DATE; AND
(III) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER AT
ANY TIME BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE.
(c) NOTWITHSTANDING THE FOREGOING PROVISIONS SET FORTH IN
SECTIONS 6.3(A) AND (B), THE ASSUMPTION, INDEMNITY, DEFENSE
AND HOLD HARMLESS OBLIGATIONS OF BUYER AND SELLER THEREUNDER
SHALL NOT APPLY TO (I) ANY LIABILITY OF ONE PARTY HERETO TO
THE OTHER PARTY UNDER THE PROVISIONS OF THIS AGREEMENT, (II)
EITHER PARTY'S COSTS AND EXPENSES WITH RESPECT TO THE
NEGOTIATION AND CONSUMMATION OF THIS AGREEMENT AND THE
PURCHASE AND SALE OF THE ASSETS, OR (III) ANY AMOUNTS COVERED
BY INSURANCE TO THE EXTENT PAID OR REIMBURSED TO THE
INDEMNIFIED PARTY (WHO SHALL USE REASONABLE EFFORTS TO
COLLECT SUCH AMOUNTS).
6.2 Further Assurances. After Closing, Seller and Buyer agree to
take such further actions and to execute, acknowledge and deliver all such
further documents that are necessary or useful in carrying out the
purposes of this Agreement or of any document delivered pursuant hereto.
6.3 Governmental Approvals. After Closing, Seller and Buyer agree
to take all actions and to execute all documents reasonably requested by
the other party to obtain all necessary permissions, approvals or consents
required by federal, state or local governmental authorities to consummate
the sale contemplated by this Agreement . If all such approvals or
consents are not obtained within one (1) year after Closing or such longer
period as may be mutually agreed in writing by Buyer and Seller, the sale
of the Assets shall be null, Buyer shall return possession of the Assets
to Seller, and Seller shall return the Purchase Price to Buyer. In the
event that the sale is deemed null, Buyer shall bear the risk of loss
between the Closing Date and the date that Seller is restored to
possession of the Assets.
6.4 Cooperation. Each party to this Agreement shall provide the
other party with reasonable access to all relevant documents, data and
other information which may be required by the other parties for the
purpose of preparing tax returns and responding to any audit by any taxing
jurisdiction. Each party to this Agreement shall cooperate with all
reasonable requests of the other parties made in connection with
contesting the imposition of taxes. Notwithstanding anything to the
contrary in this Agreement, no party to this Agreement shall be required
at any time to disclose to the other parties any tax return or other
confidential tax information.
6.5 Access. Seller and Buyer each shall use its reasonable efforts
to afford the other with access to its employees, as follows: (i), in the
case of Seller, employees of Seller, as Buyer may reasonably request for
Buyer s proper business purposes, including without limitation, the
defense of legal proceedings, who remain employees of Seller following the
date of Closing and who are familiar with the operations of the Assets,
and (ii), in the case of Buyer, employees of Buyer, as Seller may
reasonably request for Seller s proper business purposes, including
without limitation, the defense of legal proceedings. Such access may
include interviews or attendance at depositions or legal proceedings;
provided, however, that in any event all out-of-pocket expenses (including
wages and salaries) reasonably incurred by any party in connection with
this Section 6.7 shall be paid or promptly reimbursed by the party
requesting such services.
7. TAXES.
7.1 Apportionment of Ad Valorem and Property Taxes. All ad valorem
taxes, real property taxes, personal property taxes, and similar
obligations ( Property Taxes ) with respect to the tax period in which the
Effective Date occurs shall be apportioned as of the Effective Date
between Seller and Buyer. The owner of record on the assessment date
shall file or cause to be filed all required reports and returns incident
to the Property Taxes and shall pay or cause to be paid to the taxing
authorities all Property Taxes relating to the tax period in which the
Effective Date occurs.
7.2 Sales Taxes. Any sales, use or other tax on the transfer of the
Assets from Seller to Buyer shall be paid by Buyer.
7.3 Other Taxes. All taxes (other than income taxes) which are
imposed on or with respect to the production of oil, natural gas or other
hydrocarbons or minerals or the receipt of proceeds therefrom (including
but not limited to severance, production, and excise taxes) shall be
apportioned between the parties based upon the respective shares of
production taken by the parties. All such taxes which have accrued prior
to the Effective Date have been or will be properly paid or withheld by
Seller and all statements, returns, and documents pertinent thereto have
been or will be properly filed by Seller. Buyer shall be responsible for
paying or withholding or causing to be paid or withheld all such taxes
which have accrued after the Effective Date and for filing all statements,
returns, and documents incident thereto.
8. MISCELLANEOUS.
8.1 Governing Law. THIS AGREEMENT AND ALL INSTRUMENTS EXECUTED IN
ACCORDANCE WITH IT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH
THE SUBSTANTIVE LAWS OF THE STATE OF LOUISIANA, WITHOUT REGARD TO CONFLICT
OF LAW RULES THAT WOULD DIRECT APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION.
8.2 Entire Agreement. This Agreement, including all exhibits
attached hereto and made a part hereof, together with that certain letter
agreement relating to the purchase and sale of the Assets dated April 17,
1995 executed by and between Seller and Buyer, as amended, including all
exhibits attached thereto and made a part thereof, (the Offer Letter )
constitute the entire agreement between the parties and together supersede
all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the parties. In the event of any conflict
between this Agreement and the Offer Letter, the provisions of this
Agreement shall take precedence. No supplement, amendment, alteration,
modification, waiver or termination of this Agreement or the Offer Letter
shall be binding unless executed in writing by the parties hereto.
8.3 Waiver. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided.
8.4 Captions. The captions in this Agreement are for convenience
only and shall not be considered part of or affect the construction or
interpretation of any provision of this Agreement.
8.5 Notices. Any notice provided or permitted to be given under
this Agreement shall be in writing, and may be served by personal
delivery, by depositing same in the mail, addressed to the party to be
notified, postage prepaid, and registered or certified with a return
receipt requested or by facsimile transmission. Notice deposited in the
mail in the manner hereinabove described shall be deemed to have been
given and received on the date of the delivery as shown on the
return receipt. Notice served in any other manner shall be deemed to have
been given and received only in and when actually received by the
addressee. For purposes of notice, the addresses of the parties shall be
as follows:
Seller's Mailing Address:
Enserch Exploration, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Buyer's Mailing Address:
Reading & ▇▇▇▇▇ Development Co.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Each party shall have the right, upon giving ten (10) days prior notice to
the other in the manner hereinabove provided, to change its address for
purposes of notice.
8.6 Expenses. Except as otherwise provided herein, each party shall
be solely responsible for all expenses incurred by it in connection with
this transaction (including, without limitation, fees and expenses of its
own counsel and accountants).
8.7 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced under any rule of law,
all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance
of the transactions contemplated hereby is not affected in a materially
adverse manner with respect to either party.
8.8 Survival. The warranties, representations, covenants,
agreements and obligations of the parties under this Agreement shall
survive the Closing of the transaction contemplated hereby.
8.9 Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors, assigns and legal representatives.
8.10 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
8.11 Attorneys' Fees. If a suit or action is filed by any party to
enforce this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees incurred in investigation or related matters
and in preparation for and prosecution or defense of such suit or action
as fixed by the trial court, and, if any appeal is taken from the decision
of the trial court, reasonable attorneys' fees as fixed by the appellate
court or, if appropriate, by the trial court.
8.12 Indemnity. WITH RESPECT TO ANY OBLIGATION OF ANY PARTY UNDER
ANY PROVISION OF THIS AGREEMENT TO PROVIDE INDEMNITY, DEFEND THE
INDEMNITEE PARTY, AND PAY ATTORNEYS' FEES AND OTHER COSTS AND EXPENSES OF
LITIGATION ASSOCIATED WITH THE INDEMNITEE PARTY'S DEFENSE, IF THE
INDEMNITOR PARTY IS HONORING ITS OBLIGATION TO DEFEND THE INDEMNITEE PARTY
AND THE INDEMNITEE PARTY NEVERTHELESS ENGAGES AN ATTORNEY TO REPRESENT
ITSELF AGAINST SUCH CLAIM OR LAWSUIT, THE INDEMNITOR PARTY SHALL NOT BE
RESPONSIBLE FOR AND SHALL NOT PAY ATTORNEYS' FEES AND OTHER COSTS AND
EXPENSES OF LITIGATION INCURRED BY THE INDEMNITEE PARTY THAT ARE
ATTRIBUTABLE TO THE INDEMNITEE PARTY'S INDEPENDENT AND DUPLICATIVE
DEFENSE. IF ANY INDEMNITEE PARTY UNDER ANY CIRCUMSTANCES SETTLES OR
DISCHARGES (OR DELEGATES THE RIGHT TO SETTLE OR DISCHARGE TO ANY THIRD
PARTY) ANY CLAIM OR LAWSUIT COVERED BY ANY SUCH INDEMNITY PROVISION
WITHOUT OBTAINING THE PRIOR WRITTEN CONSENT OF THE INDEMNITOR PARTY, THEN
THE INDEMNITOR PARTY'S OBLIGATION TO DEFEND, INDEMNIFY AND HOLD HARMLESS
SUCH INDEMNITEE PARTY FROM SUCH CLAIM OR LAWSUIT SHALL TERMINATE AND
INDEMNITOR PARTY SHALL HAVE NO OBLIGATION TO FUND THE COST OF ANY SUCH
SETTLEMENT. NOTWITHSTANDING ANY PROVISION HEREOF TO THE CONTRARY, THE
ASSUMPTION, INDEMNITY, DEFENSE AND HOLD HARMLESS PROVISIONS SET FORTH IN
ANY SUCH INDEMNITY PROVISION SHALL NOT APPLY TO ANY AMOUNT COVERED BY
INSURANCE TO THE EXTENT PAID OR REIMBURSED TO THE INDEMNITEE PARTY (WHO
SHALL USE REASONABLE EFFORTS TO COLLECT SUCH AMOUNTS) AND ANY SUCH
INSURANCE COVERAGE SHALL PROVIDE FOR A WAIVER OF SUBROGATION IN FAVOR OF
THE INDEMNITOR PARTY.
8.13 NORM. Buyer acknowledges that it has been informed that oil and
gas producing formations can contain naturally occurring radioactive
material ( NORM ). Formation of scale or deposits can concentrate NORM on
equipment and in sludges. The presence of NORM in certain concentrations
requires that certain appropriate health, safety, and environmental
precautions be taken.
8.14 ASSIGNABILITY. Notwithstanding the provisions of the Operating
Agreement described in Article 5.2(e) hereof, this agreement and the
Assets covered hereby may not be assigned, sold, conveyed, mortgaged,
pledged, transferred or exchanged by Buyer without the express prior
written consent of Seller. Seller may withhold such consent for any
reason which, in its sole discretion, is reasonable under the
circumstances. Any such assignment, sale, conveyance, mortgage, pledge,
transfer or exchange by Buyer in the absence of such consent by Seller
shall be void and without force or effect.
8.15 CHANGE IN CONTROL. In the event that, at any time during the
term of the Operating Agreement or ten (10) years from the date of the
execution hereof, whichever period is lesser, Buyer experiences a "change
in control of the Company", as hereinafter defined, Seller shall have the
right and option, but not the obligation, for a period of sixty (60) days
following receipt of notice from Buyer that a change in control of the
Company has occurred, to acquire all of Buyer's right, title and interest
in and to the Assets and any additional interests which may have been
acquired pursuant to the Operating Agreement described in Article 5.2(e)
hereof. Any such acquisition by Seller pursuant to the terms and
provisions hereof shall be made free and clear of any and all liens,
mortgages, claims, overriding royalty interests, production payments or
any other burdens which may have been created by, through or under Buyer,
and such acquisition shall be made for a consideration equal to and not to
exceed the actual out-of-pocket expenditures made by Buyer with respect to
the Assets and other interests to be acquired hereunder, which were
incurred and paid by Buyer from the date of the acquisition thereof by
Buyer to the date of the acquisition thereof by Seller. For the purposes
of this provision, "Company" shall be deemed to mean Buyer and the parent
of Buyer and/or any other entity controlling a majority of the voting
stock of Buyer. For the purposes of this provision, a "change in control
of the Company" shall mean a change in control of a nature that would be
required to be reported in response to Item 1(a) of the Current Report on
Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended ("Exchange Act") or
would have been required to be so reported but for the fact that such
event had been "previously reported" as that term is defined in Rule 12b-2
of Regulation 12B of the Exchange Act; provided that, without limitation,
such a change in control shall be deemed to have occurred if (a) any
Person is or becomes the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 40% or more of the combined voting power of the Company's
then outstanding securities ordinarily (apart from rights accruing under
special circumstances) having the right to vote at elections of directors
("Voting Securities"), or (b) individuals who constitute the Board on the
Effective Date hereof (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any person becoming
a director subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board (either by
specific vote or by approval of the proxy statement of the Company in
which such person is named as a nominee for director, without objection to
such nomination) shall be, for purposes of this clause (b), considered as
though such person were a member of the Incumbent Board, or (c) a
recapitalization of the Company occurs which results in either a decrease
by 33% or more in the aggregate percentage ownership of Voting Securities
held by Independent Shareholders (on a primary basis or on a fully diluted
basis after giving effect to the exercise of stock option and warrants) or
an increase in the aggregate percentage ownership of Voting Securities
held by non-Independent Shareholders (on a primary basis or on a fully
diluted basis after giving effect to the exercise of stock options and
warrants) to greater than 50%. For purposes of this provision, the term
"Person" shall mean and include any individual, corporation, partnership,
group, association or other "person," as such term is used in Section
14(d) of the Exchange Act, other than the Company, a subsidiary of the
Company or any employee benefit plan(s) sponsored or maintained by the
Company or an subsidiary thereof, and the term "Independent Shareholder"
shall mean any shareholder of the Company except any employee(s) or
director(s) of the Company or any employee benefit plan(s) sponsored or
maintained by the Company or any subsidiary thereof. For purposes of this
Article 8.15, a "change in control of the Company" shall not be deemed to
occur solely as the result of a spin-off or other distribution of the
outstanding stock of the Buyer (or assignee or transferee of the Buyer to
which Seller has consented under the provisions of Article 8.14,
hereinafter a "permitted assignee") to the stockholders of the ultimate
parent corporation controlling a majority of the voting stock of Buyer or
any permitted assignee.
Seller and Buyer acknowledge that this option is granted in connection
with the obligations set forth in this Agreement and the Operating
Agreement, and do hereby agree that this option shall be irrevocable until
the earlier of (i) ten (10) years from the date of the execution hereof;
or (ii) the termination date of the Operating Agreement, as provided
therein. Buyer and Seller shall execute an Option Agreement evidencing
this arrangement, in the form of Exhibit 5.2(g), attached hereto and made
a part hereof for all purposes, which may be filed of record.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first set forth above.
SELLER:
ENSERCH EXPLORATION, INC.
_______________________________ By:________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇. ▇. ▇▇▇▇▇▇▇▇▇
Senior Vice President,
Offshore and International
________________________________
BUYER:
WITNESSES:
READING & ▇▇▇▇▇ DEVELOPMENT CO.
________________________________ By:__________________________________
Name:___________________________ Name: ▇. ▇. ▇▇▇▇▇▇▇
Title: President
________________________________
Name:___________________________
-----------------------------------------------------------------------------
STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned authority, duly commissioned and qualified
within and for the State and County aforesaid, personally came and
appeared:
▇. ▇. ▇▇▇▇▇▇▇▇▇, to me personally known to be the person whose name is
subscribed to the foregoing instrument, who declared and acknowledged to
me, notary, in the presence of the undersigned competent witnesses, that
he executed the above and foregoing instrument in his capacity as Senior
Vice President, Offshore and International of Enserch Exploration, Inc., a
Texas corporation, on behalf of said corporation with full authority, and
that the said instrument is the free act and deed of the said corporation,
and was executed for the uses, purposes and benefits therein expressed.
THUS DONE, READ AND SIGNED in the State and County aforesaid, in the
presence of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. and ____________________________,
competent witnesses, on the 18th day of October, 1995.
WITNESSES:
______________________________ ___________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇. ▇. ▇▇▇▇▇▇▇▇▇
______________________________
_____________________________________
Notary Public in and for the
State of Texas
My Commission expires:
____________________________
STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned authority, duly commissioned and qualified
within and for the State and County aforesaid, personally came and
appeared:
▇. ▇. ▇▇▇▇▇▇▇, to me personally known to be the person whose name is
subscribed to the foregoing instrument, who declared and acknowledged to
me, notary, in the presence of the undersigned competent witnesses, that
he executed the above and foregoing instrument in his capacity as
President of Reading & ▇▇▇▇▇ Development Co., a Delaware corporation, on
behalf of the said corporation with full authority, and that the said
instrument is the free act and deed of the said corporation, and was
executed for the uses, purposes and benefits therein expressed.
THUS DONE, READ AND SIGNED in the State and County aforesaid, in the
presence of _________________________________ and
_________________________________, competent witnesses, on the 18th day of
October, 1995.
WITNESSES:
___________________________________ ____________________________________
▇. ▇. ▇▇▇▇▇▇▇
___________________________________
____________________________________
Notary Public in and for the
State of Texas
My Commission expires:
__________________________________
EXHIBIT 1.1
PART (a)
LEASEHOLD INTERESTS
1. LEASE OCS-G 8504. That certain Oil and Gas Lease of
Submerged Lands under the Outer Continental Shelf Lands Act
made and effective as of June 1, 1986, by and between the
United States of America, as Lessor, and Placid Oil
Company, et al., as Lessees, bearing Serial No. OCS-G 8504
covering all of Block 209, Green Canyon, OCS Official
Protraction Diagram, NG 15-3.
Working Interest 13.333333%
Net Revenue Interest 11.616868%
2. LEASE OCS-G 7049. That certain Oil and Gas Lease of
Submerged Lands under the Outer Continental Shelf Lands
Act made and effective as of June 1, 1984, by and
between the United States of America, as Lessor, and
Placid Oil Company, et al., as Lessees, bearing Serial
No. OCS-G 7049 covering all of Block 254, Green Canyon,
OCS Official Protraction Diagram, NG 15-3.
Working Interest 20.000000%
Net Revenue Interest 17.3506665%
3. LEASE OCS-G 8010. That certain Oil and Gas Lease of
Submerged Lands under the Outer Continental Shelf Lands
Act made and effective as of July 1, 1985, by and
between the United States of America, as Lessor, and
Placid Oil Company, et al., as Lessees, bearing Serial
No. OCS-G 8010 covering all of Block 298, Green Canyon,
OCS Official Protraction Diagram, NG 15-3.
Working Interest 20.00000%
Net Revenue Interest 17.35066%
4. LEASE OCS-G 8012. That certain Oil and Gas Lease of
Submerged Lands under the Outer Continental Shelf Lands
Act made and effective as of July 1, 1985, by and
between the United States of America, as Lessor, and
Placid Oil Company, et al., as Lessees, bearing Serial
No. OCS-G 8012 covering all of Block 342, Green Canyon,
OCS Official Protraction Diagram, NG 15-3.
Working Interest 20.00000%
Net Revenue Interest 17.35066%
5. LEASE OCS-G 8876. That certain Oil and Gas Lease of
Submerged Lands under the Outer Continental Shelf Lands
Act made and effective as of June 1, 1987, by and
between the United States of America, as Lessor, to ▇▇▇▇
Petroleum Corporation et al., as Lessees, bearing Serial
No. OCS-G 8876 covering all of Block 297, Green Canyon,
OCS Official Protraction Diagram, NG 15-3.
Working Interest 20.000000%
Net Revenue Interest 16.833333%
6. LEASE OCS-G 13171. That certain Oil and Gas Lease of
Submerged Lands under the Outer Continental Shelf Lands
Act made and effective as of May 1, 1991, by and between
the United States of America, as Lessor, to Exxon
Corporation, as Lessee, bearing Serial No. OCS-G 13171
covering all of Block 341, Green Canyon, OCS Official
Protraction Diagram, NG 15-3.
Working Interest 20.000000%
Net Revenue Interest 17.500000%
7. LEASE OCS-G 13696. That certain Oil and Gas Lease of
Submerged Lands under the Outer Continental Shelf Lands
Act made and effective as of July 1, 1992, by and
between the United States of America, as Lessor, to
Exxon Corporation, as Lessee, bearing Serial No. OCS-G
13696 covering all of Block 210, Green Canyon, OCS
Official Protraction Diagram, NG 15-3.
Working Interest 20.000000%
Net Revenue Interest 17.500000%
8. LEASE OCS-G 8000. That certain Oil and Gas Lease of
Submerged Lands under the Outer Continental Shelf Lands
Act made and effective as of July 1, 1985, by and
between the United States of America, as Lessor, and
Placid Oil Company, et al., as Lessees, bearing Serial
No. OCS-G 8000 covering all of Block 213, Green Canyon,
OCS Official Protraction Diagram, NG 15-3.
Working Interest 20.00000%
Net Revenue Interest 17.35066%
9. LEASE OCS-G 8006. That certain Oil and Gas Lease of
Submerged Lands under the Outer Continental Shelf Lands
Act made and effective as of July 1, 1985, by and
between the United States of America, as Lessor, and
Placid Oil Company, et al., as Lessees, bearing Serial
No. OCS-G 8006 covering all of Block 258, Green Canyon,
OCS Official Protraction Diagram, NG 15-3.
Working Interest 20.00000%
Net Revenue Interest 17.35066%
10. LEASE OCS-G 8005. That certain Oil and Gas Lease of
Submerged Lands under the Outer Continental Shelf Lands
Act made and effective as of July 1, 1985, by and
between the United States of America, as Lessor, to
Amerada ▇▇▇▇ et al., as Lessees, bearing Serial No. OCS-
G 8005 covering all of Block 253, Green Canyon, OCS
Official Protraction Diagram, NG 15-3.
Working Interest 20.000000%
Net Revenue Interest 16.500000%
PART (b)
EQUIPMENT
1. ▇▇▇▇▇:
WORKING REVENUE
INTEREST INTEREST
A. OCS-G 7049 #3 20.00000% 17.350665%
B. OCS-G 7049 #4 20.00000% 17.350665%
C. OCS-G 7049 #4ST1 20.00000% 17.350665%
D. OCS-G 7049 #5 20.00000% 17.350665%
2. TEMPLATE:
That certain three well drilling template acquired, inter
alia, by Seller for use in connection with the drilling of
the OCS-G 7049 #5 Well.
NOTE: All references in the Exhibit 1.1 made to "Working
Interest" and "Revenue Interest," and to the numbers
set forth in connection therewith, are for title
warranty purposes only.
EXHIBIT 3.7
CONTRACTS, AGREEMENTS, COMMITMENTS AND OTHER MATTERS
GREEN CANYON BLOCK 209:
1. Offer Letter dated April 17, 1995, executed by and between
Enserch Exploration, Inc. and Reading & ▇▇▇▇▇ Development
Co., as such may have been amended.
2. Partial Lease Interest Acquisition Agreement dated
effective September 22, 1988, as amended, executed by and
between Exxon Corporation and Opubco Resources, Inc., et
al.
3. Offshore Operating Agreement dated effective September 22,
1988, executed by and between Exxon Corporation and Placid
Oil Company, et al., as amended by instrument effective
November 21, 1989, covering and pertaining to Green Canyon
Block 209.
4. Farmout Agreement dated July 10, 1991 (including all
amendments to that agreement), between Exxon Corporation
and ▇▇▇▇ Petroleum Corporation covering Green Canyon Blocks
209, 254, 297, 298 and 342.
5. Bidding Agreement dated April 1, 1986, (including all
amendments to that agreement) between Exxon Corporation and
Amoco Production Company, et al., covering and pertaining
to Green Canyon Block 209.
6. Purchase and Sale Agreement dated March 28, 1995, executed
by and between Exxon Corporation, as Seller and Enserch
Exploration, Inc., as Buyer.
7. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and HI Production Company, Inc., as Seller.
8. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and Placid Oil Company, as Seller.
9. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and OPUBCO Resources, Inc., as Seller.
GREEN CANYON BLOCK 254:
1. Offer Letter dated April 17, 1995, executed by and between
Enserch Exploration, Inc. and Reading & ▇▇▇▇▇ Development
Co., as such may have been amended.
2. Farmout Agreement dated July 10, 1991 (including all
amendments to that agreement), between Exxon Corporation
and ▇▇▇▇ Petroleum Corporation covering Green Canyon Blocks
209, 254, 297, 298 and 342.
3. Purchase and Sale Agreement dated March 28, 1995, executed
by and between Exxon Corporation, as Seller and Enserch
Exploration, Inc., as Buyer.
4. Oil Gathering Agreement dated December 2, 1994, executed by
and between EP Operating Limited Partnership, as Producer
and Manta Ray Gathering Systems Inc., as Gatherer.
5. Gas Gathering Agreement dated December 2, 1994, executed by
and between EP Operating Limited Partnership, as Producer
and Manta Ray Gathering Systems Inc., as Gatherer.
6. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and HI Production Company, Inc., as Seller.
7. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and Placid Oil Company, as Seller.
8. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and OPUBCO Resources, Inc., as Seller.
9. That certain Exploration, Drilling and Production Unit
Agreement dated June 22, 1995, executed by and between
Enserch Offshore, Inc. and Enserch Exploration, Inc.,
covering and pertaining to Green Canyon Blocks 253, 254,
297 & 298.
GREEN CANYON BLOCK 298:
1. Offer Letter dated April 17, 1995, executed by and between
Enserch Exploration, Inc. and Reading & ▇▇▇▇▇ Development
Co., as such may have been amended.
2. Farmout Agreement dated July 10, 1991 (including all
amendments to that agreement), between Exxon Corporation
and ▇▇▇▇ Petroleum Corporation covering Green Canyon Blocks
209, 254, 297, 298 and 342.
3. Purchase and Sale Agreement dated March 28, 1995, executed
by and between Exxon Corporation, as Seller and Enserch
Exploration, Inc., as Buyer.
4. Oil Gathering Agreement dated December 2, 1994, executed by
and between EP Operating Limited Partnership, as Producer
and Manta Ray Gathering Systems Inc., as Gatherer.
5. Gas Gathering Agreement dated December 2, 1994, executed by
and between EP Operating Limited Partnership, as Producer
and Manta Ray Gathering Systems Inc., as Gatherer.
6. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and HI Production Company, Inc., as Seller.
7. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and Placid Oil Company, as Seller.
8. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and OPUBCO Resources, Inc., as Seller.
9. That certain Exploration, Drilling and Production Unit
Agreement dated June 22, 1995, executed by and between
Enserch Offshore, Inc. and Enserch Exploration, Inc.,
covering and pertaining to Green Canyon Blocks 253, 254,
297 & 298.
GREEN CANYON BLOCK 342:
1. Offer Letter dated April 17, 1995, executed by and between
Enserch Exploration, Inc. and Reading & ▇▇▇▇▇ Development
Co., as such may have been amended.
2. Farmout Agreement dated July 10, 1991 (including all
amendments to that agreement), between Exxon Corporation
and ▇▇▇▇ Petroleum Corporation covering Green Canyon Blocks
209, 254, 297, 298 and 342.
3. Purchase and Sale Agreement dated March 28, 1995, executed
by and between Exxon Corporation, as Seller and Enserch
Exploration, Inc., as Buyer.
4. Oil Gathering Agreement dated December 2, 1994, executed by
and between EP Operating Limited Partnership, as Producer
and Manta Ray Gathering Systems Inc., as Gatherer.
5. Gas Gathering Agreement dated December 2, 1994, executed by
and between EP Operating Limited Partnership, as Producer
and Manta Ray Gathering Systems Inc., as Gatherer.
6. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and HI Production Company, Inc., as Seller.
7. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and Placid Oil Company, as Seller.
8. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and OPUBCO Resources, Inc., as Seller.
GREEN CANYON BLOCK 297:
1. Offer Letter dated April 17, 1995, executed by and between
Enserch Exploration, Inc. and Reading & ▇▇▇▇▇ Development
Co., as such may have been amended.
2. Farmout Agreement dated July 10, 1991 (including all
amendments to that agreement), between Exxon Corporation
and ▇▇▇▇ Petroleum Corporation covering Green Canyon Blocks
209, 254, 297, 298 and 342.
3. Joint Bidding Agreement dated April 16, 1987, (including
all amendments to that agreement) between EP Operating
Company and ▇▇▇▇ Petroleum Corporation, et al., covering
and pertaining to Green Canyon Block 297.
4. Purchase and Sale Agreement dated March 28, 1995, executed
by and between Exxon Corporation, as Seller and Enserch
Exploration, Inc., as Buyer.
5. Oil Gathering Agreement dated December 2, 1994, executed by
and between EP Operating Limited Partnership, as Producer
and Manta Ray Gathering Systems Inc., as Gatherer.
6. Gas Gathering Agreement dated December 2, 1994, executed by
and between EP Operating Limited Partnership, as Producer
and Manta Ray Gathering Systems Inc., as Gatherer.
7. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and HI Production Company, Inc., as Seller.
8. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and Placid Oil Company, as Seller.
9. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and OPUBCO Resources, Inc., as Seller.
10. That certain Exploration, Drilling and Production Unit
Agreement dated June 22, 1995, executed by and between
Enserch Offshore, Inc. and Enserch Exploration, Inc.,
covering and pertaining to Green Canyon Blocks 253, 254,
297 & 298.
GREEN CANYON BLOCK 341:
1. Offer Letter dated April 17, 1995, executed by and between
Enserch Exploration, Inc. and Reading & ▇▇▇▇▇ Development
Co., as such may have been amended.
2. Purchase and Sale Agreement dated March 28, 1995, executed
by and between Exxon Corporation, as Seller and Enserch
Exploration, Inc., as Buyer.
GREEN CANYON BLOCK 210:
1. Offer Letter dated April 17, 1995, executed by and between
Enserch Exploration, Inc. and Reading & ▇▇▇▇▇ Development
Co., as such may have been amended.
2. Purchase and Sale Agreement dated March 28, 1995, executed
by and between Exxon Corporation, as Seller and Enserch
Exploration, Inc., as Buyer.
GREEN CANYON BLOCK 213:
1. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and HI Production Company, Inc., as Seller.
2. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and Placid Oil Company, as Seller.
3. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and OPUBCO Resources, Inc., as Seller.
GREEN CANYON BLOCK 258:
1. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and HI Production Company, Inc., as Seller.
2. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and Placid Oil Company, as Seller.
3. Purchase and Sale Agreement dated February 28, 1995,
executed by and between Enserch Offshore, Inc., as Buyer
and OPUBCO Resources, Inc., as Seller.
GREEN CANYON BLOCK 253:
1. Assignment and Conveyance dated effective March 1, 1995,
executed by and between Shell Offshore, Inc., et al., as
Assignor, and Enserch Exploration, Inc., as Assignee,
subject to letter agreement dated May 12, 1995.
2. That certain Exploration, Drilling and Production Unit
Agreement dated June 22, 1995, executed by and between
Enserch Offshore, Inc. and Enserch Exploration, Inc.,
covering and pertaining to Green Canyon Blocks 253, 254,
297 & 298.
EXHIBIT 3.9
ENVIRONMENTAL DISCLOSURES
Incidents of Non-Compliance:
1. Blow out Preventor test using lower pressure than
required for the OCS-G 7049 #4 Well.
2. Blow out Preventor test did not indicate that each
component was effectively holding pressure for the
OCS-G 7049 #4 Well.
Other:
1. OCS-G 7049 #3 Well
-loss from the ▇▇ ▇▇▇▇ Fortune of 2 drums containing 2
gallons each of engine oil and "rig-rite" BOP fluid
-loss from a waste boat while traveling from Grand
Isle base to the Treasure Stawinner of a pallet
containing miscellaneous items from National Oilwell.
-loss of anchor shackle, and some chain which broke
from chain while demooring the rig and left on the
bottom (below mudline) at 3300 feet.
ALL OF THE ABOVE WERE REPORTED TO THE MMS.
EXHIBIT 5.2(a)
TO PURCHASE AND SALE AGREEMENT
FORM OF CONVEYANCE INSTRUMENT
STATE OF TEXAS
COUNTY OF DALLAS
ASSIGNMENT AND ▇▇▇▇ OF SALE
THIS Assignment and ▇▇▇▇ of Sale (the "Assignment") is
entered into and shall be effective as of 12:01 a.m., May 1,
1995 (hereinafter referred to as the "Effective Date"), by and
between ENSERCH EXPLORATION, INC., a Texas corporation,
(hereinafter referred to as "Assignor"), whose mailing address
is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇;
and READING & ▇▇▇▇▇ DEVELOPMENT CO., a Delaware corporation
(hereinafter referred to as "Assignee"), whose mailing address
is ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
1. Sale. THAT, FOR THE CONSIDERATION stated hereinbelow
in Article 5. and OTHER VALUABLE CONSIDERATION, the
sufficiency of which is hereby acknowledged, Assignor does
hereby GRANT, SELL, TRANSFER, ASSIGN, and CONVEY unto Assignee
the undivided right, title and interest reflected in Exhibit 1
Part (a) hereof, in and to the following described interests
and properties (the undivided interest being assigned
hereunder in such interests and properties shall hereinafter
be referred to collectively as the "Assets" and the specific
quantitative interest being assigned hereunder represents an
undivided twenty percent (20%) of the interest of Assignor in
the Assets):
a. The oil, gas and mineral lease described on Exhibit
1, Part (a) (the Lease ), together with a like
interest with respect to the Lease in and to any
and all (i) mineral interests, (ii) overriding or
landowners' royalty interests, (iii) surface and
subsurface interests and rights, (iv) beneficial,
convertible or reversionary interests, (v) interest
owned, claimed or acquired, or to be owned, claimed
or acquired, by agreement, (vi) production
payments, (vii) contractual interests owned
pursuant to participation agreements, operating
agreements or similar agreements, and (viii) any
and all like or unlike interests, including without
limitation those specific items identified on
Exhibit 1, Part (a). This shall include any
contractual rights providing for the acquisition or
earning of any of the foregoing, and Assignor's
rights in respect of any pooled, communitized or
unitized acreage of which any of the foregoing is a
part. SAVE AND EXCEPT ANY RIGHT, TITLE OR INTEREST
OF ASSIGNOR IN AND TO, OR ANY RIGHTS DERIVED FROM,
ANY BIDDING AGREEMENTS EXECUTED BY AND BETWEEN
ASSIGNOR AND MOBIL OIL EXPLORATION & PRODUCING
SOUTHWEST INC.. (All of the foregoing shall be
called collectively the Leasehold Interests. )
b. Any and all ▇▇▇▇▇, wellbores, pipe, gathering
lines, compressors, facilities, equipment,
platforms, pipelines and any and all other
personal, real, movable and immovable property,
fixtures or equipment which are located on or used
directly in connection with the production,
treatment or transportation of oil and gas from the
Leasehold Interests, including, without limitation,
those items specifically identified on Exhibit 1,
Part (b) (the Equipment ).
c. Any and all easements, rights of way, and
subsurface and surface rights associated or used in
connection with any such easements or
rights of way, which easements, rights-of-way and
subsurface and surface rights have been obtained
for use in connection with the Leasehold Interests
(the Gathering Facilities ).
d. Any and all oil, gas and other minerals produced
from or attributable to the Leasehold Interests on
or after the Effective Date.
e. To the extent the same are assignable or
transferable by Assignor and to the extent and only
to the extent that the same relate to the ownership
or operation of the Leasehold Interests, the
Gathering Facilities or the Equipment on or after
the Effective Date, a like interest in and to all
orders, contracts, agreements (including without
limitation all operating agreements, transportation
agreements, unit agreements, participation
agreements and processing agreements), instruments,
licenses, authorizations, permits, audits, claims,
liens, suits, settlements and demands, and other
rights, privileges, benefits and powers conferred
upon Assignor, including, but not limited to those
listed on Exhibit 1 part (c).
TO HAVE AND TO HOLD unto Assignee, subject to the terms,
conditions and reservations hereinbelow recounted.
2. Title Warranty. Assignor warrants that:
a. Except as specifically set forth in the Purchase
and Sale Agreement described in Article 10. below
or under the contracts and agreements listed in
Exhibit 1 to this Assignment, and further except as
a consequence of the formation of a unit, neither
Assignor nor any parent, subsidiary or affiliate of
Assignor during their respective periods of
ownership has (A) executed any deed, conveyance,
assignment or other instrument as an assignor,
grantor, sublessor or in another capacity or (B)
has breached any obligation under any Lease that
would (i) result in Assignee's being entitled to
receive less than the net revenue interest for any
Lease, well or unit set forth in Exhibit 1 of all
oil and gas in, under, and that may be produced,
saved and marketed from or attributable to such
Lease, well or unit, or (ii) obligate Assignee to
bear the costs and expenses relating to the
maintenance, development and operation of such
Lease, well or unit in an amount greater than the
working interest for such Lease, well or unit set
forth in Exhibit 1, unless the net revenue interest
attributable to said working interest is increased
by a proportionate or greater amount; and
b. Except as specifically set forth in the Purchase
and Sale Agreement described in Article 10. below
or under the contracts and agreements listed in
Exhibit 1 to this Assignment, the Assets are free
of all liens, security interests and encumbrances;
(the limited warranty set forth in subparagraphs (a) and (b)
above shall hereinafter be referred to as the Special Limited
Warranty ). Assignor shall convey the Assets with no warranty
whatsoever other than the Special Limited Warranty, but with
full substitution and subrogation to Assignee in and to all
covenants, agreements, representations and warranties made by
others heretofore given or made in connection with the Assets
or any part thereof.
3. Acceptance. Assignee accepts this Assignment and
acknowledges delivery of the Assets and accepts the
obligations as provided in the Purchase and Sale Agreement
described in Article 10 below (including those contracts and
agreements listed on Exhibit 1 of this Assignment, insofar and
only insofar as such contracts and agreements cover, pertain
or apply to the Leasehold Interests), on or after the
Effective Date, including, but not limited to, any overriding
royalty interests which may burden the Assets and which were
created by Assignor's predecessor(s) in title.
4. Other Warranty Provisions. Assignee acknowledges that
(a) Assignor has not made any warranty or representation,
whether express, implied, at common law, by statute or
otherwise, relating to the fitness for an intended purpose or
condition of any movable property constituting a portion of
the Assets and (b) Assignee shall acquire such personal
property in WHERE IS, AS IS condition. Except as may be
specifically set forth to the contrary in the Purchase and
Sale Agreement described in 10 below(the "Agreement"), Buyer
acknowledges that Seller has made no representations or
warranties whatever, expressed or implied, (Seller having
hereby expressly disclaimed all such warranties) as to the
accuracy, completeness, or materiality of any data,
information, record or materials now, heretofore, or hereafter
made available in connection with this Agreement (including,
without limitation, any descriptions of oil and gas leases;
quality or quantity or hydrocarbon reserves attributable to
the Assets, if any; production rates, exploratory or
development drilling opportunities, decline rates, potential
for production of hydrocarbons from the Assets; the
environmental condition of said Assets; the legal, tax or
other consequences of owning Seller's interest in the Assets;
or any other information contained in any material furnished
in connection with this transaction). Any and all such data,
information, records or materials furnished by Seller to Buyer
is provided as a convenience only and any reliance on or use
of same is at the Buyer's sole risk. WITHOUT LIMITING THE
GENERALITY OF THIS PARAGRAPH, SELLER DISCLAIMS AND NEGATES AS
TO ANY PERSONAL PROPERTY, FIXTURES, IMPROVEMENTS AND
APPURTENANCES SUBJECT TO THIS AGREEMENT (INCLUDING ALL ▇▇▇▇▇):
(A) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (B)
ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE, AND (C) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY
TO MODELS OR SAMPLE OR MATERIALS. THE PURCHASER EXPRESSLY
AGREES THAT TITLE TO SUCH PERSONAL PROPERTY, FIXTURES,
IMPROVEMENTS AND APPURTENANCES WILL BE ACCEPTED "AS IS",
"WHERE IS", "WITH ALL FAULTS", AND IN ITS PRESENT CONDITION
AND STATE OF REPAIR.
5. Consideration. The consideration for this Assignment
and the nine other Assignments and Bills of Sale this day
entered into by and between Assignor and Assignee conveying
certain interests in OCS-G 8504, 7049, 8010, 8012, 8876,
13171, 13696, 8000, 8006 and 8005, is the sum of Eighteen
Million Two Hundred Fifty Thousand and No/100 ($18,250,000.00)
Dollars ("Purchase Price"), in part payment thereof, Assignee
has paid, in ready and current funds, the sum of Six Million
Two Hundred Fifty Thousand and NO/100 ($6,250,000.00) Dollars
to the Assignor, who hereby acknowledges the receipt thereof
and grants full acquittance and discharge therefor.
And, for the balance of the Purchase Price, the sum of
Twelve Million and No/100 ($12,000,000.00) Dollars, the
Assignee has furnished one (1) certain Promissory Note in the
amount of Twelve Million and No/100 Dollars ($12,000,000.00),
drawn by the Assignee to the order of Assignor, dated the 18th
day of October, 1995, and payable in two installments of Six
Million and No/100 ($6,000,000.00) Dollars each, the first due
on March 31, 1996 and the second due on September 30, 1996,
which note bears interest at the rate of 8.56% per annum from
date thereof until paid.
6. Liability of Successors. The terms, conditions,
rights and obligations of this Assignment shall run with the
land and extend to and be binding upon the parties hereto and
their respective successors, heirs and/or assigns.
7. Counterparts. This Assignment may be executed in
several original counterparts, all of which are identical.
Each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together
constitute but one and the same instrument. The signature
pages of the counterparts may be amalgamated to form complete
documents for the purpose of recording complete documents in
the public registries.
8. Severability. If any provision of this Assignment is
invalid or unenforceable in part or in whole in any
jurisdiction applicable to this Assignment, then, to the
extent permitted by applicable law, (i) the other provisions
hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in order to
carry out the intentions of the parties hereto as nearly as
may be possible, and (ii) the invalidity or unenforceability
of such provision in any jurisdiction shall not affect the
validity or enforceability thereof in any other jurisdiction.
9. Governing Law. THIS ASSIGNMENT SHALL BE GOVERNED BY
AND INTERPRETED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE
STATE OF LOUISIANA, WITHOUT REGARD TO CONFLICT OF LAW RULES
THAT WOULD DIRECT APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION.
10. Purchase and Sale Agreement. Notwithstanding anything
to the contrary provided herein, this Assignment shall at all
times be subject to the terms, conditions and exceptions
contained in that certain unrecorded Purchase and Sale
Agreement dated the same date as this Assignment by and
between Assignor and Assignee. The unrecorded Purchase and
Sale Agreement shall at all times govern the rights of the
parties in and to the Assets. All interested parties are
hereby given notice of the existence of the unrecorded
Purchase and Sale Agreement.
11. MMS Approval. This Assignment is expressly made
subject to the approval of the Minerals Management Service,
United States Department of the Interior.
IN WITNESS WHEREFORE, this Assignment is executed in
multiple originals and in the presence of the undersigned
witnesses on this 18th day of October, 1995, but to be
effective as of the Effective Date.
WITNESSES: ASSIGNOR:
ENSERCH EXPLORATION, INC.
___________________________________ Tax ID # ▇▇-▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
By:______________________
▇. ▇. ▇▇▇▇▇▇▇▇▇
Name: Senior Vice President,
Offshore and International
ASSIGNEE:
WITNESSES:
READING & ▇▇▇▇▇ DEVELOPMENT CO.
Tax ID# ▇▇-▇▇▇▇▇▇▇
Name:_________________________________
_________________________
By: ▇. ▇. ▇▇▇▇▇▇▇
Name:__________________________________ President
STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned authority, duly commissioned and
qualified within and for the State and County aforesaid,
personally came and appeared:
▇. ▇. ▇▇▇▇▇▇▇▇▇, to me personally known to be the person
whose name is subscribed to the foregoing instrument, who
declared and acknowledged to me, notary, in the presence of
the undersigned competent witnesses, that he executed the
above and foregoing instrument in his capacity as Senior Vice
President, Offshore and International of Enserch Exploration,
Inc., a Texas corporation, on behalf of said corporation with
full authority, and that the said instrument is the free act
and deed of the said corporation, and was executed for the
uses, purposes and benefits therein expressed.
THUS DONE, READ AND SIGNED in the State and County
aforesaid, in the presence of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. and
________________________, competent witnesses, on the 18th day
of October, 1995.
WITNESSES:
______________________________ ________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇. ▇. ▇▇▇▇▇▇▇▇▇
______________________________
_____________________________________
Notary Public in and for the
State of Texas
My Commission expires:
____________________________
STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned authority, duly commissioned and
qualified within and for the State and County aforesaid,
personally came and appeared:
▇. ▇. ▇▇▇▇▇▇▇, to me personally known to be the person
whose name is subscribed to the foregoing instrument, who
declared and acknowledged to me, notary, in the presence of
the undersigned competent witnesses, that he executed the
above and foregoing instrument in his capacity as President of
Reading & ▇▇▇▇▇ Development Co., a Delaware corporation, on
behalf of the said corporation with full authority, and that
the said instrument is the free act and deed of the said
corporation, and was executed for the uses, purposes and
benefits therein expressed.
THUS DONE, READ AND SIGNED in the State and County
a f o r e s a i d , i n t h e p r e s e n c e o f
_________________________________ and
_________________________________, competent witnesses, on the
18th day of October, 1995.
WITNESSES:
___________________________________ ____________________________________
▇. ▇. ▇▇▇▇▇▇▇
___________________________________
____________________________________
Notary Public in and for the
State of Texas
My Commission expires:
__________________________________
EXHIBIT 1
Part (a)
[DESCRIBE LEASE AND INTEREST BEING ASSIGNED THEREIN]
Part (b)
Together with a like interest in and to:
[DESCRIBE ▇▇▇▇▇ AND EQUIPMENT]
Part (c)
Together with a like interest in and to:
[DESCRIBE CONTRACTS AND AGREEMENTS]
NOTE: ALL REFERENCES IN THIS EXHIBIT 1 MADE TO "WORKING
INTEREST" AND "NET REVENUE INTEREST", AND TO THE NUMBERS SET
FORTH IN CONNECTION THEREWITH, ARE FOR TITLE WARRANTY PURPOSES
ONLY.
EXHIBIT 5.2(c)
TO PURCHASE AND SALE AGREEMENT
PAYMENT AGREEMENT
(Filed seperately as Exhibit 10.123 to the Company's Annual
Report on Form 10-K for 1995.)
EXHIBIT 5.2(f)
TO PURCHASE AND SALE AGREEMENT
AUTHORIZATION FOR EXPENDITURE FOR THE DRILLING OF THE OCS-G
7049 #5 WELL
EXHIBIT 5.2(g)
TO PURCHASE AND SALE AGREEMENT
OPTION AGREEMENT
(Filed seperately as Exhibit 10.126 to the Company's Annual
Report on Form 10-K for 1995.)
