PURCHASE AND SALE AGREEMENT
BETWEEN
AMPOLEX (USA), INC.
KESTREL ENERGY CALIFORNIA, INC.
AND
VICTORIA PETROLEUM USA, INC.
PURCHASE AND SALE AGREEMENT
WITNESSETH THIS PURCHASE AND SALE AGREEMENT, made as of this 21st day
of March, 1997 ("Agreement"), between AMPOLEX (USA), INC., a Texas
corporation with a place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Seller") AND KESTREL ENERGY CALIFORNIA,
INC., a Colorado corporation with a place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Kestrel"), and VICTORIA PETROLEUM
USA, INC., a Colorado Corporation with a place of business at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Victoria). Kestrel and
Victoria are collectively referred to as "Purchaser". Seller and
Purchaser are referred to individually herein as a "Party" and
collectively herein as the "Parties.
WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, on the terms and conditions set forth in this
Agreement, certain interests and operating rights in certain oil and gas
leases, agreements, contracts, real property, and personal property
located in the State of California subject to the terms and conditions
herein provided.
NOW, THEREFORE, for good and valuable consideration and for the mutual
covenants herein contained, Seller and Purchaser agree as follows:
ARTICLE 1. EFFECTIVE TIME
The "Effective Time" of the sale and purchase provided for in this
Agreement shall be January 1, 1997, as of 12:01 am., local time, Denver,
Colorado.
ARTICLE 2. PURCHASE AND SALE
2.01 THE INTERESTS: Subject to the terms, conditions, reservations, and
exceptions specified in this Agreement, Seller shall sell, and Kestrel and
Victoria shall each purchase as of the Effective Time an undivided fifty
percent (500/o) interest in all of Seller's right, title and interest in
and to the following assets described in Subsections 2.01(a) through
2.01(f) (collectively called the "Interests"):
(a) All real property interests owned by Seller located in the State of
California, United States, including but not limited to the oil, gas and
other mineral leasehold interests described in Exhibits "Al-A3"
(collectively called the "Real Property"), together with Seller's interest
in any pooled, communitized, or unitized acreage derived by virtue of
Seller's ownership of the Real Property;
(b) To the extent transferable, all contracts and agreements concerning
the Real Property including, but not limited to the area of mutual
interest agreements, farmout agreements, farmin agreements, road use
agreements, operating agreements, supplier contracts, service Contracts,
and lease purchase option agreements described in Exhibit "B";
(c) To the extent transferable, all surface use agreements, and
easements, rights-of-way, licenses, authorizations, permits, and similar
rights and interests applicable to, or used or useful in connection with,
any or all of the Real Property.
(d) All files, documents and other records relating to the Interests made
available to Purchaser pursuant to Section 6.01;
(e) To the extent transferable, all non-proprietary scientific data and
information, geophysical, seismic, and other technical data and
interpretations thereof related to the Real Properties in Seller's
possession or control as of the Effective Time including, but not limited
to, the items more particularly described in Exhibit "C";
(f) Personal property owned by Seller consisting of one dedicated
Landmark workstation located at the offices of Black Coral LLC, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, including the
following hardware: 2 monitors 20" Model No. GDM-1962B, 1 disk pack/tape
drive Model No. 0820-12, and 1 CPU/Spark 10 Model No. ▇▇▇-▇▇▇▇-▇▇
(hereinafter referred to as the "Movables").
2.02 EXCLUDED ASSETS: This Agreement is not intended to include, and
Seller shall expressly reserve from the Assignments any and all rights and
obligations relating to or arising out of any oil and gas ▇▇▇▇▇ operated
by Seller or in which Seller owned a working or other interest prior to
the Effective Date in California, and which have been sold or otherwise
disposed of or have been (or should have been) plugged and abandoned prior
to the Effective Time, including, but not limited to, the ▇▇▇▇▇▇ 33x well
in ▇▇▇▇▇▇ County.
2.03 EXCLUSION OF PRIOR EXISTING RIGHTS OR CLAIMS: THERE IS SPECIFICALLY
EXCEPTED; EXCLUDED AND RESERVED FROM THIS PURCHASE AND SALE TRANSACTION
THOSE RIGHTS AND CLAIMS ARISING, OCCURRING, OR EXISTING IN SELLER PRIOR TO
THE CLOSING DATE, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL CONTRACT
RIGHTS, CLAIMS, PENALTIES, RECEIVABLES, REVENUES, RECOUPMENT RIGHTS,
RECOVERY RIGHTS, ACCOUNTING ADJUSTMENTS, MISPAYMENTS, ERRONEOUS PAYMENTS
OR OTHER CLAIMS OF ANY NATURE RELATING TO ANY TIME PERIOD PRIOR TO THE
CLOSING DATE, EXCEPT TO THE EXTENT SUCH RIGHTS OR CLAIMS WOULD OPERATE TO
SETOFF OR REDUCE THIRD PARTY CLAIMS ARISING BEFORE THE CLOSING DATE FOR
WHICH PURCHASER ASSUMES LIABILITY PURSUANT TO ARTICLES 12 OR 13 OR SECTION
16.01 OF THIS AGREEMENT.
ARTICLE 3. SALE PRICE AND MANNER OF PAYMENT
3.01 SALE PRICE AND PAYMENT: The sale price for the Interests shall be ONE
MILLION AND FIFTY THOUSAND AND NO/100 DOLLARS ($1,050,000.00) (hereinafter
called the "Sale Price") and shall be paid as follows:
(a) Within twenty four (24) hours of executing this Agreement, Purchaser
shall pay or cause to be paid to Seller the sum of ONE HUNDRED FIVE
THOUSAND AND 00/100 DOLLARS ($105,000.00) (hereinafter called the
"Performance Deposit") which shall be credited against the Sale Price and
held by Seller or, at Seller's option, Seller's designee. Payment of the
Performance Deposit shall be by wire transfer as provided in Subsection
3.01(d), or at Seller's option, by certified funds or cashier's check.
(b) Except as provided in Article 8, Seller shall not be obligated to
segregate the Performance Deposit in a separate account, but may commingle
the Performance Deposit with other funds in Seller's accounts and the
Performance Deposit shall not accrue interest for the benefit of
Purchaser. Likewise, in the event the Performance Deposit is refunded to
Purchaser pursuant to this Agreement; Purchaser shall not be entitled to
any interest on the Performance Deposit.
(c) At the Closing (as defined in Article 4), Purchaser shall pay Seller
or Seller's designee the balance of the Sale Price, NINE HUNDRED FORTY
FIVE THOUSAND AND 00/100 DOLLARS ($945,000.00), plus or minus any
adjustments as hereinafter provided in this Agreement (hereinafter called
the "Adjusted Sale Price").
(d) No later than 12:00 p.m. Denver local time on March 25, 1997, Seller
shall present to Purchaser a proposed preliminary settlement statement
showing the calculation of the Adjusted Sale Price, including any
applicable sales and gross receipts taxes on the Movables (hereinafter
called the "Settlement Statement"). Purchaser shall advise Seller of any
proposed changes or objections to the proposed Settlement Statement not
later than 12:00 am. local Denver time on March 26, 1997 and the Parties
shall thereafter diligently attempt to resolve all issues in regard to the
Settlement Statement on or before Closing. If such matters cannot be
resolved as of the Closing Date, the Adjusted Sale Price shall be the
average of the Adjusted Sale Prices proposed by Seller and Purchaser and
the matter shall be resolved pursuant to Section 20.16.
(e) The Performance Deposit and Adjusted Sale Price shall be paid to
Seller by wire transfer of immediately available funds to Seller's account
at NORWEST BANK COLORADO N.A., ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA
# 102 000 076 A/C # 101 0736 821, unless Seller shall give notice to
Purchaser not less than two (2) business days prior to the date such
payment is due that it prefers payment to be made by another method or to
another account or payee in which case such payment shall be made in that
manner.
3.02 ALLOCATION OF SALE PRICE: Purchaser shall allocate the Sale
Price among the working interests, operating rights and tangible real and
personal property constituting the Interests. Said allocation shall be
incorporated in this Agreement as Exhibit "D". The allocation of the
Purchase Price provided for herein is intended to comply with the location
method required by Section 1060 of the Internal Revenue Code. Purchaser
and Seller shall cooperate to comply with all substantive and procedural
requirements of Section 1060 and regulations thereunder, including,
without Stations the filing by Purchaser and Seller of an IRS Form 8594
with their federal income tax returns for the taxable year in which the
Closing occurs. Purchaser and Seller agree that each will not take for
income tax purposes, or permit any affiliate to take, any position
inconsistent with the allocation of Purchase Price prescribed herein.
ARTICLE 4. THE CLOSING
The sale and purchase described in Article 2 shall take place at a Closing
(hereinafter called the "Closing"), at which the Purchaser shall pay or
cause to be paid to Seller the Adjusted Sale Price and Seller shall
deliver, or cause to be delivered, the Assignments and Bills of Sale and
other conveyance instruments referred to in Article 10 to Purchaser. The
Closing shall occur at Seller's office located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 1:00 p.m., local time on March 27,
1997, or at such other time and place to which the Parties may agree in
writing (hereinafter called the "Closing Date").
ARTICLE 5. TERMINATION FOR BREACH OR DEFAULT
5.01 PURCHASER'S BREACH OR DEFAULT: IF THE PURCHASE AND SALE OF THE
INTERESTS IS NOT COMPLETED AS CONTEMPLATED HEREIN BY REASON OF ANY BREACH
OR DEFAULT BY PURCHASER, THEN SELLER SHALL, IN CONSIDERATION OF HAVING
HELD THE INTERESTS OFF THE MARKET AND HAVING REFRAINED FROM DEALING WITH
OTHERS CONCERNING THE INTERESTS AND AS LIQUIDATED DAMAGES IN LIEU OF ALL
OTHER DAMAGES (AND AS SELLER'S SOLE REMEDY), RETAIN THE PERFORMANCE
DEPOSIT. THE PARTIES HEREBY ACKNOWLEDGE THAT THE EXTENT OF DAMAGES TO
SELLER OCCASIONED BY SUCH BREACH OR DEFAULT BY PURCHASER WOULD BE
IMPOSSIBLE OR EXTREMELY DIFFICULT TO ASCERTAIN AND THAT THE AMOUNT OF THE
PERFORMANCE DEPOSIT IS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES
UNDER THE CIRCUMSTANCES.
5.02 OTHER TERMINATION: IF THE PURCHASE AND SALE OF THE INTERESTS IS NOT
COMPLETED BECAUSE OF A DEFAULT OR BREACH BY SELLER PURCHASER SHALL BE
ENTITLED TO THE PROMPT RETURN OF THE PERFORMANCE DEPOSIT WITHOUT INTEREST,
THE RECOVERY OF WHICH SHALL BE PURCHASER'S SOLE REMEDY AGAINST SELLER.
ARTICLE 6. DUE DILIGENCE AND TITLE AND CASUALTY DEFECTS
6.01 ACCESS TO SELLER'S NON-PROPRIETARY INFORMATION: Subject to
Purchaser's confidentiality obligations described in Subsection 20.14,
below and subject to Seller's obtaining a waiver of any third party
restrictions prohibiting disclosure, Seller shall make available to
Purchaser and Purchaser's authorized consultants, agents and
representatives, during normal business hours at Seller's offices, all
files, records, documents and data in Seller's possession relating to the
Interests, including but not limited to, lease, land, title and division
order files (including any available abstracts of title, title opinions
and title curative documents), accounting files and records, environmental
audit reports and other data and information respecting the environmental
condition of the Interests, contracts, correspondence, permitting files,
and all geophysical and geological data, including interpretations
thereof. Seller shall not be obligated to perform any additional title
work and Seller shall not be obligated to make any existing abstracts and
title opinions current.
6.02 ACCESS TO SELLER'S PROPERTY: Seller shall give Purchaser and
Purchaser's authorized consultants, agents and representatives, at any
reasonable time(s) before the Closing and upon adequate notice to Seller,
physical access to the Real Property, for the purpose of inspecting same
and conducting or having conducted an environmental audit of the Real
Property. Such environmental audit may include, upon Purchaser's request,
examination of Seller's files and public documents, visual inspection of
the Interests, and such other audit activities as Purchaser may reasonably
request. Such access shall be at Purchaser's sole risk, cost and expense
and Purchaser shall indemnify, defend, save, discharge, release and hold
harmless Seller and its Affiliates from, and pay or reimburse Seller on a
current basis for, any and all losses, liabilities, liens or encumbrances
for labor or materials, claims and causes of action arising out of or in
any way connected with or related to any personal injury to or death of
any persons or damage to property occurring to or on the Interests as a
result of Purchaser's exercise of its rights under this Section 6.02,
whether latent or patent, unless such personal injury, death or property
damage is caused by SELLER'S (OR ITS AGENTS, EMPLOYEES OR CONTRACTORS)
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As used in this Agreement "Gross
Negligence" shall mean any act or failure to act (whether sole, joint,
contributing, or concurrent) by a person or entity which was intended to
cause or which was in reckless disregard of or wanton indifference to the
harmful consequences such a person or entity knew, or should have known,
such act or failure would have had on the safety or property of another
person or entity. Notwithstanding the above, "Gross Negligence" shall not
include any error of judgment or mistake made by such person or entity in
the exercise in good faith of any function, authority or discretion
conferred on a person or entity under this Agreement. Purchaser agrees to
comply fully with the rules, regulations and instructions issued by Seller
regarding the actions of Purchaser while upon, entering or leaving the
Real Property. Seller shall have the right at all times to participate in
the preparation for and conducting of any hearing or trial related to the
indemnity set forth in this Section, as well as the right to appear on its
own behalf or to retain separate counsel to represent it at any such
hearing or trial.
6.03 TITLE DEFECT: For the purpose of this Agreement, a "Title Defect"
shall mean a material deficiency in one or more of the following respects,
provided that the non-transferability requirement in any license, permit,
right-of-way, pipeline franchise or easement affecting the Real Property
or a requirement that it be renegotiated upon a transfer of ownership
shall not constitute a Title Defect:
(a) One or more of the leases described in Exhibits A-1 to A-3: (i) fail
to cover all or part of the oil and gas Interests purported to be covered
by such leases, (ii) are subject to full or partial failure based on the
legally enforceable claims or potential claims of persons other than the
lessor(s) of such lease; or (ii) are subject to cancellation or
termination by the lessor(s) thereof based upon a failure of consideration
at the time that Seller obtained the lease, failure by Seller to pay
rentals in a timely and proper manner, or failure by Seller to take other
measures required by law or contract to maintain such leases in full force
and effect.
(b) Seller's title at the Effective Time, as to one or more of the Real
Properties, is subject to an outstanding mortgage, deed of trust, lien or
encumbrance, or other adverse claim or liability not shown on Exhibit "E"
(hereinafter called "Permitted Encumbrances") or otherwise disclosed in
any exhibit attached hereto.
(c) Seller's net revenue interest in any of the Real Property is less
than the net revenue interest which is set forth in Exhibits "A-1 to A-3"
for such Real Property, or Seller's working interest in any of the Real
Property is greater than the working interest shown in Exhibits "A-1 to A-
3" for such Real Property without a corresponding increase in the net
revenue interest for such Real Property;
(d) Seller is in default under a material provision of a lease, agreement
or other contract affecting the Interests; or
(e) Seller's rights and interests are subject to being reduced by virtue
of the exercise by a third party of a reversionary, back-in or similar
right including, but not limited to, those reflected or provided for in
the agreements or other materials set forth in Exhibits "A-1 to A-3";
6.04 NOTICE OF TITLE DEFECT: Upon discovery of a Title Defect, Purchaser
shall immediately notify Seller in writing of the nature of the Title
Defect and furnish Seller Purchaser's basis for the assertion of such
Title Defect and data in support thereof. Seller may request an increase
in the Sale Price by delivery to Purchaser of written notice that the net
revenue interest actually owned by Seller in any of the Real Properties is
greater than that shown on Exhibits "A-1 to A-3". Any Title Defect which
is not disclosed to Seller by 12:00 p.m. local Denver time on Tuesday,
March 25, 1997, shall conclusively be deemed waived by Purchaser for all
purposes.
6.05 REMEDIES FOR TITLE DEFECTS: Upon timely delivery of notice, either
by Purchaser of a Title Defect or by Seller of an increase in net revenue
interest, Purchaser and Seller shall meet and use their best efforts to
agree on the validity of the claim and the amount of any required
adjustment to the Sale Price, provided that in no event shall any Sale
Price reduction for an affected Real Property exceed the amount allocated
to the affected Real Property on Exhibit "D" and any such adjustments
shall be further subject to Section 6.05(e). If Purchaser and Seller
cannot agree on the amount of such a Sale Price adjustment, said amount
shall be determined in accordance with the following guidelines:
(a) If the Title Defect is based upon Purchaser's notice that Seller owns
a lesser net revenue interest, or the notice is from Seller to the effect
that Seller owns a greater net revenue interest, than that shown on
Exhibits "A-1 to A-3", then the portion of the Sale Price allocated on
Exhibit "D" to the affected Real Property shall be reduced or increased
(as the case may be) in the same proportion that the actual net revenue
interest bears to the net revenue interest shown on Exhibits "A-1 to A-3"
for such Real Property.
(b) If the Title Defect is a lien, encumbrance or other charge upon Real
Property which is liquidated in amount, then the adjustment shall be the
sum necessary to be paid to the obligee to remove the Title Defect from
the affected Real Property. If the Title Defect represents an obligation
or burden upon the affected Real Property for which the economic detriment
to Seller is not liquidated but can be estimated with reasonable certainty
as agreed to by the Parties, the adjustment shall be the sum necessary to
compensate Purchaser at the Closing for the adverse economic effect which
the Title Defect will have on the affected Real Property. If there is a
lien or encumbrance in the form of a judgment secured by a supersedeas
bond or other security approved by the court issuing such order, it shall
not be considered a Title Defect under this Agreement.
(c) If the Title Defect is based upon a failure, partial failure,
cancellation or termination identified in Section 6.03(a), and such defect
does not represent an obligation or burden upon the Real Property which is
liquidated in amount, then the portion of the Sale Price allocated on
Exhibit "D" to the affected Real Property shall be reduced by an amount
proportionate to the defect.
(d) Subject to Subsection 6.05(d), if the Title Defect cannot be remedied
pursuant to Subsections 6.05(a) (b) or (c) or the Parties cannot otherwise
agree on the amount of such an adjustment to the Sale Price or Seller
cannot cure the Title Defect to the reasonable satisfaction of Purchaser
prior to the Closing, and the Parties do not both agree to submit the
matter to binding arbitration, the Real Property affected by the Title
Defect shall be excluded from the Interests conveyed to Purchaser at the
Closing and the Sale Price shall be reduced by the amount allocated by
Purchaser to the affected Real Property on Exhibit "D".
(e) Purchaser may only adjust the Sale Price for Title Defects at the
Closing if the cumulative amount of such adjustments in its favor exceeds
ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00), in which case
Purchaser may adjust the Sale Price for the total amount of Title Defects.
Similarly, Seller may only adjust the Sale Price by reason of it owning a
greater net revenue interest at the Closing if the cumulative amount of
such adjustments in its favor exceeds ONE HUNDRED THOUSAND AND 00/100
DOLLARS ($100,000.00), in which case Seller may adjust the Sale Price for
the total amount of adjustments in its favor. In the event the net amount
of the Sale Price adjustments downward or upward pursuant to the foregoing
equals or exceeds TIME HUNDRED THOUSAND AND 00/100 DOLLARS ($3 00,000.00)
then Seller or Purchaser may, upon written notice to the other party,
terminate this Agreement and the same shall be of no further force and
effect, save and except that Seller shall return the Performance Deposit
to Purchaser without interest.
(f) If Purchaser shall receive an adjustment at the Closing on account of
a Title Defect pursuant to this Article, Seller shall have until a date
that is thirty (30) days after the Closing Date to cure the Title Defect
at its cost. If by such date Seller can demonstrate to Purchaser's
reasonable satisfaction the Title Defect has been cured, then Seller shall
be entitled to payment by Purchaser for the amount of the adjustment
received by Purchaser at the Closing as a result of the Title Defect.
Purchaser shall pay such amount to Seller within ten (10) business days
from the date that the Parties agree the Title Defect has been cured.
6.06 CASUALTY DEFECT: If prior to the Closing any of the Interests are
substantially damaged or destroyed by fire or other unforeseen casualty
(hereinafter called "Casualty Defect"), Seller shall notify Purchaser
promptly after Seller learns of such event. Seller shall have the right,
but not the obligation, to cure the Casualty Defect by repairing such
damage or, in the case of personal property or fixtures, replacing them
with equivalent items, no later than the Closing Date, all to Purchaser's
reasonable satisfaction. If any uncured Casualty Defects exist at the
Closing, Purchaser shall proceed to purchase the Interests affected
thereby, and the Sale Price shall be reduced by the by the amount
allocated by Purchaser to the affected Interest on Exhibit "D".
ARTICLE 7. THIRD PARTY RIGHTS AND CONSENTS
It is understood by Purchaser that certain of the Interests may be subject
to lessors' approvals or other consents to transfer any part of the
Interests (other than governmental approvals and other consents routinely
acquired after a transfer), including the non-transferability requirement
of a license, permit, right-of-way, or easement, or a requirement for
renegotiation upon transfer of ownership (collectively referred to
hereinafter as, "Consents to Assign"). This Agreement shall be subject to
the terms and conditions of such Consents to Assign.
Not later than 12:00 p.m. local Denver time on March 26, 1997, Seller
shall identify those Consents to Assign which have not been obtained, and
the Real Properties affected thereby. The Sale Price payable at Closing
shall be adjusted by the amount allocated to the affected Real Property in
Exhibit "D".
If Purchaser shall receive an adjustment at the Closing on account of any
Consent to Assign that has not been obtained, then Seller shall have until
a date that is forty-five (45) days after the Closing Date, or such other
later date as the parties may mutually agree, within which to obtain all
necessary Consents to Assign (hereinafter referred to as the "Post Closing
Adjustment Date.
Seller shall provide written notice, together with supporting
documentation, of such Consents to Assign as are obtained by Seller after
the Closing. Within three (3) business days of Purchaser having received
such notice, Purchaser shall pay to Seller the amount allocated to the
affected Real Property in Exhibit "D", together with interest at the
thirty day LIBOR rate from Closing Date to the date of such payment.
Payment shall be made by wire transfer in accordance with Section 3.01
(e), or such other payment instructions as Seller may provide.
If a Consent to Assign is not obtained by the Post Closing Adjustment
Date, then the affected Real Property shall be excluded from the Interests
and the Sale Price reduced by the amount allocated to the affected Real
Property in Exhibit "D", and the Seller shall issue a final settlement
statement in connection therewith.
ARTICLE 8. REPRESENTATIONS
8.01 EXCLUSIVITY OF REPRESENTATIONS: THE EXPRESS REPRESENTATIONS OF SELLER
CONTAINED IN THIS ARTICLE 8 OR OTHERWISE STATED IN THIS AGREEMENT ARE
EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REPRESENTATIONS, EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE. FURTHERMORE, THE REPRESENTATIONS CONTAINED IN
THIS ARTICLE 8 SHALL SURVIVE THE CLOSING FOR A PERIOD OF. ONE (1) YEAR,
BUT ALL OTHER REPRESENTATIONS IN THIS AGREEMENT SHALL TERMINATE AT, AND
SHALL NOT SURVIVE, THE CLOSING.
8.02 MUTUAL RE REPRESENTATIONS: Seller represents to Purchaser, and each
of Kestrel and Victoria represents to the Seller that:
(a) it is a corporation, duly organized, validly existing and in
good standing Under the laws of the State of its incorporation, and is
duly qualified to do business in the States in which the Interests are
located or, in the case of the Purchaser, will be so qualified by Closing;
(b) it has all authority necessary to enter into this Agreement and
to perform all its obligations hereunder;
(c) its execution, delivery and performance of this Agreement and
the transactions contemplated hereby will not: (i) violate or conflict
with any provision of its Certificate of Incorporation or By-Laws or its
Articles of Organization, as the case may be, or other governing
documents; (ii) result in the breach of any term or condition of, or
constitute a default or cause the acceleration of any obligation under,
any agreement or instrument to which it is a party or by which it is
bound; or (iii) violate or conflict with any applicable judgment, decree,
order, permit, law, rule or regulation;
(d) this, Agreement has been duly executed and delivered on its
behalf, and at the Closing all documents and instruments required
hereunder will have been duly executed and delivered. This Agreement, and
all such documents and instruments shall constitute legal, valid and
binding obligations enforceable in accordance with their respective terms,
except to the extent enforceability may be affected by bankruptcy,
reorganization, insolvency or similar laws affecting creditors' rights
generally; and
(e) it has been represented by legal counsel of its own selection
who has reviewed this Agreement.
8.03 BROKERS: Each Party represents to the other that it has not
incurred any obligation or liability, contingent or otherwise, for
brokers' or finders' fees in connection with this Agreement in respect of
which the other Party may have any responsibility; and any such obligation
or liability that might exist shall be the sole obligation of the Party
whose action gave rise thereto.
8.04 COMPLIANCE WITH SECURITIES LAWS: The Purchaser represents that
it is acquiring the Interests for its own account and not with the intent
to make a distribution thereof within the meaning of the Securities Act of
1933, as amended, and the rules and regulations thereunder, or
distribution thereof in violation of any other applicable securities laws
which may apply to the sale of an undivided fractional interest in oil and
gas properties
8.05 SELLER'S REPRESENTATIONS: To the extent the following
representations are made to the best of Seller's knowledge and belief,
such reference shall mean the actual and current knowledge of Seller's
officers and managers, after reasonable inquiry by such persons. Subject
to the foregoing, Seller represents to Purchaser as follows:
(a) OWNERSHIP: Seller owns the Interests and has the full power and
right to sell and convey the same, subject to any Consents to Assign that
may exist with respect thereto;
(b) COMPLIANCE: Seller has complied in all material respects with
the provisions and requirements of all orders, regulations and rules
issued or promulgated by governmental authorities having jurisdiction with
respect to the Interests operated by Seller and has filed for and obtained
all governmental certificates, permits and other authorizations necessary
for Seller's operation of the Interests other than permits, consents and
authorizations required for the sale and transfer of the Interests to
Purchaser, which shall be the responsibility of Purchaser.
(c) NO VIOLATION: To the best of Seller's knowledge and belief,
Seller has not defaulted or violated any agreement to which Seller is a
party or any obligation to which Seller is bound affecting or pertaining
to the Interests.
(d) PROCEEDINGS PENDING: There are no suits, actions, claims,
investigations or any legal, administrative or arbitration proceedings
pending, or to the best of Seller's knowledge and belief, threatened
against the Seller which affect or pertain to the Interests.
(e) LEASES IN EFFECT: To the best of Seller's knowledge and belief,
the oil and gas leases included within the Interests are valid and
subsisting oil and gas leases, and all payments required to maintain such
leases in full force and effect have been timely and properly paid.
(f) AUTHORIZATIONS FOR EXPENDITURES: There are no outstanding calls
under Authorizations for Expenditures for payments which are due or which
Seller has committed to make which have not been made; there are no
material operations with respect to which Seller has become a
nonconsenting party which have not been disclosed hereunder; and there are
no commitments for the expenditure of funds for drilling or other capital
projects other than projects with respect to which the operator is not
required under the applicable operating agreement to seek consent.
(g) PERSONAL PROPERTY: To the best of Seller's knowledge and belief,
the Movables have been maintained in a state of repair so as to be
adequate for normal operations.
(h) ENVIRONMENTAL: To the best of Seller's knowledge and belief,
Seller is in substantial compliance in all material respects with all
environmental laws applicable to the Interests. Seller has not received
nor has any reasonable cause to believe it will receive any inquiry or
notice that alleges non-compliance with such laws.
(i) TITLE: The Interests to be assigned by Seller hereunder are
free and clear of any liens, encumbrances, or other charges created by,
through and under Seller, but without further warranty of title.
(j) TAX PARTNERSHIPS: The Interests are not subject to any tax
partnership agreement or provisions requiring a partnership income tax
return to be filed under Subchapter K of Chapter 1 of Subtitle A of the
Internal Revenue Code, or any similar state statute.
(k) DATA AND INFORMATION: Subject to any legal obligations which
restrict such disclosure, to the best of Seller's knowledge and belief, it
has provided Purchaser with access to all the data, reports, records,
projections, information and material respecting the Interests which
Seller has in its possession as required by the provisions of Sections
6.01 and 11.06.
ARTICLE 9. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
9.01 NO WARRANTY OR REPRESENTATION BY SELLER: EXCEPT AS PROVIDED IN
SECTION 8.05(i), THE TRANSACTION CONTEMPLATED HEREBY SHALL BE (i) WITHOUT
ANY WARRANTY OR REPRESENTATION OF TITLE, EITHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE; (ii) WITHOUT ANY EXPRESS, IMPLIED, STATUTORY OR
OTHER WARRANTY OR REPRESENTATION AS TO THE CONDITION, QUANTITY, QUALITY,
FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM HIDDEN VICES OR DEFECTS,
CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR MERCHANTABILITY OF ANY OF
THE MOVABLES OR ITS FITNESS FOR ANY PURPOSE; AND (iii) EXCEPT AS PROVIDED
IN ARTICLE 8, WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER
WARRANTY OR REPRESENTATION WHATSOEVER. PURCHASER SHALL HAVE INSPECTED OR
WAIVED ITS RIGHT TO INSPECT THE INTERESTS FOR ALL PURPOSES AND SATISFIED
ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION. PURCHASER IS
RELYING SOLELY UPON ITS OWN INSPECTION OF THE INTERESTS, AND PURCHASER
SHALL ACCEPT ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION WITH ALL
FAULTS IN ADDITION, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY
DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW,
HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO PURCHASER IN
CONNECTION WITH THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY
DESCRIPTION OF THE INTERESTS, OR THE ABILITY OR POTENTIAL OF THE INTERESTS
TO PRODUCE HYDROCARBONS, OR THE ENVIRONMENTAL CONDITION OF THE INTERESTS
OR ANY OTHER MATTERS CONTAINED IN THE NONPROPRIETARY DATA OR ANY OTHER
MATERIALS FURNISHED OR MADE AVAILABLE TO PURCHASER BY SELLER OR BY
SELLER'S AGENTS OR REPRESENTATIVES. ANY AND ALL SUCH DATA, RECORDS,
REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS FURNISHED BY SELLER
OR OTHERWISE MADE AVAILABLE TO PURCHASER ARE PROVIDED PURCHASER AS A
CONVENIENCE AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR
AGAINST SELLER. ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT
PURCHASER'S SOLE RISK TO THE EXTENT PERMITTED BY LAW.
9.02 EXPRESS DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES: THE
ASSIGNMENTS AND BILLS OF SALE OR OTHER NECESSARY CONVEYANCE INSTRUMENTS TO
BE DELIVERED BY SELLER AT CLOSING SHALL EXPRESSLY SET FORTH DISCLAIMERS OF
REPRESENTATIONS AND WARRANTIES.
9.03 WAIVER OF RIGHTS FOR HIDDEN DEFECTS: THE PURCHASER EXPRESSLY
WAIVES THE WARRANTY OF FITNESS FOR INTENDED PURPOSES OR GUARANTEE AGAINST
HIDDEN OR LATENT VICES UNDER COLORADO LAW OR UNDER THE LAW OF ANY STATE
WHERE THE INTERESTS MAY BE LOCATED; ACKNOWLEDGES THAT THIS EXPRESS WAIVER
SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS SALE AND THE
CONSIDERATION THEREOF; AND ACKNOWLEDGES THAT THIS WAIVER HAS BEEN BROUGHT
TO THE ATTENTION OF PURCHASER AND EXPLAINED IN DETAIL AND THAT PURCHASER
HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO THIS WAIVER OF WARRANTY OF
FITNESS AND/OR WARRANTY AGAINST HIDDEN VICES AND DEFECTS FOR THE
INTERESTS.
9.04 PURCHASER'S ACKNOWLEDGMENT: PURCHASER ACKNOWLEDGES THAT THE
WAIVERS AND DISCLAIMERS IN THIS ARTICLE 9 ARE CONSPICUOUS.
9.05 Any Claim for an alleged breach of representation or warranty
arising out of Articles 8 and 9 of this Agreement shall be made by written
notice from the Party claiming breach to the other Party (the "Breaching
Party") within 30 days of the date such breach was discovered or should
have been discovered , stating the nature and basis of such Claim and, if
ascertainable, the amount of any damages arising therefrom. The Breaching
Party shall have a period of thirty (30) days after receipt of such notice
within which to respond thereto (the "Notice period"), and or attempt to
remedy the alleged breach before Mediation proceedings under Section 20.16
are initiated. In no event shall mediation or any other legal proceeding
be brought based upon such a Claim unless such mediation or legal
proceeding is initiated within one (1) calendar year from the Closing
Date.
ARTICLE 10. CONDITIONS OF CLOSING
Each Party's obligation to consummate the transaction provided for
herein is subject to the satisfaction or waiver by the other Party of the
following conditions:
1O.01 REPRESENTATIONS: The representations contained in Article 8
shall be true and correct in all material respects on the Closing Date as
though made on and as of the Closing Date.
10.02 PERFORMANCE: Each Party shall have performed in all
material respects the obligations, covenants and agreements hereunder to
be performed by it at or prior to the Closing Date.
10.03 PENDING MATTERS: No suit, action or other proceeding by
a third party or a governmental authority shall be pending which seeks to
restrain, enjoin or otherwise prohibit the consummation of the
transactions contemplated by this Agreement.
10.04 GOVERNMENTAL BONDS: Upon written request by Seller,
Purchaser shall deliver or cause to be delivered to Seller proof of bonds,
in form and substance and issued by corporate sureties satisfactory to
Seller, covering the Interests required under any laws, rules or
regulations of any federal, state or local government agencies having
jurisdiction over the Interests, or a commitment by a surety company,
satisfactory to Seller, to issue such bonds upon Closing, or such other
security or form of guarantee of such obligations that may be satisfactory
to the appropriate agency.
10.05 MANAGEMENT APPROVAL: Seller shall have obtained management
approval of the transactions contemplated herein, and shall have notified
the Purchaser in writing that the appropriate level of management approval
has been obtained.
10.06 OPINIONS OF COUNSEL. Each Party shall have delivered to
the other an opinion of its counsel, dated as of the Closing, in form and
substance reasonably satisfactory to the receiving Party, to the effect
that:
1. It is a corporation duly incorporated and legally existing in
good standing under the laws of such State of incorporation or
organization;
2. This Agreement, and the transactions contemplated hereby, have
been duly and validly approved by all necessary action by the Party and
this Agreement constitutes a valid and binding agreement of the Party,
enforceable against same in accordance with its terms, subject, however to
the effect of bankruptcy, insolvency, reorganization, fraudulent
conveyance 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); and
3. This Agreement has been duly executed and delivered by the
Party.
In giving this opinion, each Party's counsel may rely upon
certificates of governmental officials and of each Party's officers or
managers as to matters of fact, and may qualify the opinion with such
other assumptions and exceptions as are reasonable under the
circumstances.
ARTICLE 11. TRANSACTIONS ON AND AFTER CLOSING
At the Closing, the following shall occur:
11.01 ADJUSTED SALE PRICE: Purchaser shall deliver to Seller or
Seller's designee the Adjusted Sale Price.
11.02 ASSIGNMENTS AND BILLS OF SALE: Seller shall execute,
acknowledge and deliver to Purchaser Assignments and Bills of Sale
(hereinafter called the "Assignments" and other necessary conveyance
instruments covering the Interests in forms that are mutually acceptable
to the Parties and contain terms and conditions consistent with the terms
and conditions contained in this Agreement
11.03 RECORDING. Purchaser shall be solely responsible for
promptly recording the Assignments, and any other documents related to the
conveyance of the Interests, and shall promptly furnish Seller with the
recording information. All governmental office recording and filing fees
shall be paid by Purchaser and, if paid by Seller, shall be reimbursed by
Purchaser promptly after receipt of an invoice.
11.04 POSSESSION OF THE INTERESTS: Seller shall (subject to the
terms of applicable operating agreements and other provisions hereof)
deliver to Purchaser exclusive possession of the Interests upon the
Closing.
11.05 NOTICE OF SALE: Immediately after the Closing, Purchaser
shall notify Black Coral and Conoco Inc., both overriding royalty holders,
that it has purchased the Interests. Seller shall execute such
instruments and take such other actions as Purchaser may reasonably
request to assist Purchaser with such notifications.
11.06 RECORDS AND DOCUMENTS: Seller shall, at or as promptly as
reasonably possible after the Closing, deliver to Purchaser the originals
of records and documents in Seller's possession or in off-site storage
relating to the Interests, including, but not limited to, land and lease
files, division of interest computer printouts, contract files, well files
and well logs, and accounting records. Seller may copy, at its expense,
any such records and documents prior to delivering them to Purchaser.
SELLER SHALL HAVE NO OBLIGATION TO FURNISH PURCHASER ANY DATA OR
INFORMATION WHICH SELLER IS RESTRICTED FROM PROVIDING BECAUSE OF
OBLIGATIONS TO THIRD-PARTIES provided, however, that Seller shall identify
any data or information withheld under this provision and the basis for
such withholding. Seller shall retain the right for seven years (7) from
the Closing Date to access and copy such records and documents at all
reasonable times during Purchaser's normal business hours at Seller's sole
risk and expense upon giving Purchaser reasonable notice in writing of the
date such access is required and upon nominating in such notice the names
of the authorized representatives to whom such access is to be granted.
This right shall survive termination of this Agreement and shall be
binding on Purchaser's successors and assigns. Notwithstanding the
foregoing, should Purchaser wish to destroy any such records or documents
prior to the expiration of such seven (7) year retention period, it shall
notify Seller in writing to such effect and, if Seller does not provide
Purchaser with written notice within thirty (30) days of its receipt of
Purchaser's notice that Purchaser should deliver such records or
documents, or any portions thereof, to Seller, Purchaser may implement
such destruction. The cost of delivering such documents shall be borne by
the Seller.
11.07 TRANSFER OF LICENSES: Purchaser and Seller shall undertake to
arrange, at Purchaser's sole cost, the transfer to Purchaser of any
seismic licenses or permits, geological data licenses, and software
licenses related to the Interests held by the Seller. Seller agrees to
request on behalf of Purchaser the transfer of such licenses or permits
from the holders thereof.
ARTICLE 12. RESPONSIBILITY FOR PAYMENTS AND OBLIGATIONS
Seller shall be responsible for (i) all lease rentals and (ii) all
operating costs, vendor and contractor invoices and other liquidated
monetary obligations of Seller that in each case accrued prior to the
Effective Time and are attributable to the ownership, operation, use or
maintenance of or otherwise relate to the Interests. Purchaser shall be
responsible for all of the abovedescribed payments and obligations that
have accrued or may accrue on and after the Effective Time, and shall
reimburse Seller for any such payments or obligations paid by Seller on or
after the Effective Time. Notwithstanding the foregoing, Seller agrees to
make on behalf of Purchaser all of the payments referred to in item (i)
above for a period ending April 30, 1997, unless Purchaser directs Seller
in writing not to make any such payment. These amounts shall be set forth
in the Settlement Statement and reflected in the Adjusted Sale Price.
ARTICLE 13. TAXES AND PREPAID ITEMS
13.01 APPORTIONMENT OF TAXES: All real property taxes, personal
property taxes and similar obligations with respect to the Interests for
the tax period in which the Effective Time occurs shall be apportioned as
of the Effective Time between Seller and Purchaser. The portion of such
apportioned tax liability which is paid by Purchaser but is attributable
to Seller shall be reimbursed by Seller within fifteen (15) business days
of Seller's receipt of an invoice therefor from Purchaser. Purchaser
shall file or cause to be filed all required reports and returns incident
to such taxes and shall pay or cause to be paid to the taxing authorities
all such taxes relating to the tax period in which the Effective Time
occurs. Purchaser shall supply Seller with copies of the filed reports
and proof of payment, promptly after filing and paying same.
13.02 APPORTIONMENT OF PREPAIDS: Unearned insurance premiums
applicable to periods following the Effective Time, prepaid rentals, and
any other prepaids or accrued payables, if any, attributable to the
Interests shall be prorated as of the Effective Time and amounts owing
from such proration shall be set forth in the Settlement Statement and
reflected in the Adjusted Sale Price.
ARTICLE 14. COVENANTS BY SELLER
From the date hereof until the Closing Date, except as otherwise
consented to by Purchaser in writing, Seller shall (i) not mortgage,
pledge or subject to any security interest any of the Interests; (ii) not
enter into any termination or amendment of any agreement affecting the
Interests; (iii) not enter into any settlement of any pending or
threatened litigation involving the Interests; (iv) not consent to the
entry of any decree or order by a governmental body or pay any fine
relating to the Interests; (v) not enter into any agreement affecting the
Interests with a term in excess of thirty (30) days and (vi) not subject
the Interests to any lien, claim or encumbrance other than a Permitted
Encumbrance.
ARTICLE 15. ADVERSE ENVIRONMENTAL CONDITION
15.01 Purchaser shall advise Seller of any Adverse Environmental
Condition (as defined herein) related to the Interests of which Purchaser
has actual knowledge not later than 12:00 p.m. local Denver time on
Tuesday, March 25, 1997. Except as provided below, Seller, after the
Closing, at its sole cost, shall remedy such Adverse Environmental
Condition(s), individually or in the aggregate, to the reasonable
satisfaction of Purchaser and in accordance with applicable Environmental
Laws (as defined herein) in effect as of the Closing Date. In the event
Seller reasonably determines in good faith that the cost of remediating
Adverse Environmental Condition(s) as to any ▇▇▇▇▇, units or other
subdivision of the Real Property listed on Exhibits "A-1 to A-3", exceeds
the lesser of $300,000.00 or the corresponding allocated value in Exhibit
"D", or that the aggregate cost of remediating Adverse Environmental
Conditions as to all affected Interests exceeds $300,000,00, Seller may
elect, by written notice to Purchaser not later than 12:00 p.m. local
Denver time on Tuesday, March 26, 1997, not to remedy such Adverse
Environmental Condition(s) under this Agreement. If Seller declines to
remediate any Adverse Environmental Condition(s), Purchaser shall have the
option to: (1) exclude the affected property and adjust the Sale Price by
the value allocated thereto in Exhibit "D", or (2) terminate this
Agreement without liability, in which event the Performance Deposit shall
be returned to Purchaser, without interest. If Purchaser elects to
exclude affected Interests aggregating more than twenty percent (20%) of
the Sale Price, then Seller shall have the option to terminate the
Agreement without liability, in which event the Performance Deposit shall
be returned to Purchaser, without interest. As for Interests containing
Adverse Environmental Condition(s) that are conveyed to and accepted by
Purchaser that Seller undertakes to remedy, Seller shall indemnify, save,
discharge, release and hold Purchaser harmless against all penalties,
fines, cleanup or remediation liabilities, claims, demands and causes of
action, resulting from the remediation of, or the failure to, fully and
completely perform the remediation of the Adverse Environmental
Condition(s) in accordance with applicable Environmental Laws. Seller
agrees that it will exercise all reasonable efforts and diligence to
complete any required environmental cleanup and remediation. according to
plans approved by the appropriate regulatory agency within one (1) year of
the Closing unless an such regulatory agency orders Purchaser and/or
Seller to complete such cleanup and remediation on an expedited basis.
Any failure to complete such efforts by such time shall not relieve Seller
of its duty to fully and completely satisfy its obligations hereunder.
Purchaser shall grant Seller and its representatives, at Seller's and such
representatives' sole risk and expense, such access to the Interests as
may be reasonably necessary to satisfy its obligations under this Article,
provided such access does not unreasonably interfere with Purchaser's
operations and Seller agrees to allow Purchaser and its representatives
and consultants the opportunity to monitor the cleanup and remediation
operations hereunder, provided that such monitoring not unreasonably
interfere with such operations. Once Seller's cleanup and remediation
operations bring the Adverse Environmental Condition into compliance with
the requirements of the applicable regulations, Purchaser shall be deemed
to have accepted full responsibility for the environmental condition of
the affected Interest.
15.02 As used herein, "Adverse Environmental Condition" shall
mean any contamination or condition that is the result of any discharge,
release, disposal, production, storage or treatment on, in or below the
Interests or migration to or from the Interests to any other land or body
of water, wherever located, prior to the Closing Date, of any wastes,
pollutants, contaminants, hazardous materials or other materials or
substances for which and to the extent that remediation is required by any
laws, rules, orders, regulations, permits or judgments in effect as of the
Closing Date relating to the protection of the environment (hereinafter
called "Environmental Laws").
ARTICLE 16. INDEMNIFICATIONS
16.01 INDEMNIFICATION: As used in this Article 16 and in the other
provisions of this Agreement, "Claims" shall include claims, demands,
causes of action, liabilities, damages, fines, penalties and Judgments of
any kind or character, whether matured or unmatured, absolute or
contingent, accrued or unaccrued, liquidated or unliquidated or known or
unknown, and whether or not resulting from third party claims, and all
costs and fees (including, without limitation, interest, reasonable
attorneys' fees, reasonable costs of experts, court costs and reasonable
costs of investigation, including those incurred in enforcing the
indemnification provisions contained in this Agreement) in connection
therewith.
Except as otherwise provided in this Agreement:
(a) As of the Effective Time, Purchaser shall assume, be responsible
for and comply with all duties and obligations of the Seller expressed or
implied with respect to the Interests. Such duties and obligations shall
include, without limitation, those which arise under or by virtue of any
lease, contract, agreement (including without limitation the Black Coral
Agreement), document, permit, applicable law or statute and any rule,
regulation or order of any governmental authority. Such duties and
obligations shall not include, and Purchaser shall not assume liability
for, the obligations of the Seller to pay liquidated obligations that
accrued prior to the Effective Time as described in Articles 12 and 13.
Purchaser shall defend, indemnify, save, discharge, and release Seller;
hold Seller harmless from; and pay or reimburse Seller, on a current basis
as such obligations arise, for any and all Claims in connection with the
duties and obligations assumed by the Purchaser under this Section
16.01(a) except (i) to the extent any such Claim has been asserted against
Seller prior to the Effective Time, (ii) as otherwise set forth in this
Agreement, (iii) with respect to any Claim expressly retained by Seller
pursuant to Section 15.01 of this Agreement, and (iv) any broker's or
finder's fees or commissions arising with respect to brokers or finders
retained or engaged by Seller and resulting from or relating to the
transaction contemplated in this Agreement. With respect to any Claim for
cleanup or remediation of the Interests, such Claim shall be deemed
asserted against Seller at the time the notice requiring cleanup or
remediation has been issued by the appropriate regulatory agency or a
complaint or other written notice is received.
(b) Except as provided for in Section 6.02, Seller shall defend,
indemnify, save, discharge, release and hold Purchaser harmless from any
and all Claims for personal injury, death or damage to personal property
arising directly or indirectly from or incident to, the use, occupation,
operation, maintenance, condition (whether latent or patent) or
abandonment of any of the Interests prior to the Closing Date, and
asserted against Purchaser and/or Seller within one (1) year of the
Closing Date.
(c) Except as provided in Subsection 16.01(b), Purchaser shall
defend, indemnify, save, discharge, release and hold Seller harmless from
and pay or reimburse Seller on a current basis for any and all Claims for
personal injury, death or damage to personal property arising directly or
indirectly from or incident to, the use, occupation, operation,
maintenance, condition (whether latent or patent) or abandonment of any of
the Interests, prior to, on or after the Closing Date.
(d) Purchaser shall defend, indemnify, save, discharge, release and
hold Seller harmless from and pay or reimburse Seller on a current basis
for any and all Claims for damage to the environment, environmental
cleanup, remediation, or compliance, or for any other relief, arising
directly or indirectly from or incident to, the use, occupation,
operation, maintenance, condition (whether latent or patent) or
abandonment of any of the Interests, including without limitation,
contamination of the property or premises with Naturally Occurring
Radioactive Materials (NORM), whether or not any such Claims result from
conditions, actions or inactions present or existing on or before the
Closing Date, unless Seller had actual knowledge prior to the Closing Date
that the basis for such Claim constituted an Adverse Environmental
Condition and did not inform Purchaser of such Adverse Environmental
Condition so that Purchaser, in turn, could advise Seller pursuant to
Section 15.01. In such case, Seller shall be responsible for, and shall
defend, indemnify, save, discharge, release and hold Purchaser harmless
from, and pay or reimburse Purchaser on current basis for, any such Claim.
(e) Any claim for indemnity under Subsections 16.01 (a) through
16.01(d) above or under any other provision of this Agreement shall be
made by written notice from the Party sending indemnification (the
"Indemnified Party") to the Party required to provide same (the
"Indemnifying Party"), together with a written description of any third-
party Claim against the Indemnified Party, stating the nature and basis of
such Claim and, if ascertainable, the amount thereof. The Indemnifying
Party shall have a period of thirty (30) business days after receipt of
such notice within which to respond thereto or, in the case of a third-
party Claim which requires a shorter time for response, then within such
shorter period as specified by the Indemnified Party in such notice (the
"Notice Period"). If the Indemnifying Party denies liability for
indemnification under the terms of this Agreement or fails to respond to
the notice within the Notice Period, then the Indemnified Party may defend
or compromise the Claim as it deems appropriate without prejudice to any
of the Indemnified Party's rights hereunder, with no further obligation to
inform the Indemnifying Party of the status of the Claim and no right of
the Indemnifying Party to approve or disapprove any actions taken in
connection therewith by the Indemnified Party. If the Indemnifying Party
accepts liability for indemnification under the terms of this Agreement,
then it shall so notify the Indemnified Party within the Notice Period and
elect either (a) to undertake the defense or compromise of such third-
party Claim with counsel selected by the Indemnifying Party and reasonably
approved by the Indemnified Party or (b) to instruct the Indemnified Party
to defend or compromise such Claim. If the Indemnifying Party undertakes
the defense or compromise of such third-party Claim, then the Indemnified
Party shall be entitled, at its own expense, to participate in such
defense. No compromise or settlement of any third-party Claim shall be
made without reasonable notice to the Indemnified Party and, unless such
compromise or settlement includes a general release of the Indemnified
Party in respect of the matter with no admission of liability on the part
of the Indemnified Party and no constraints on the future conduct of its
business, without the prior written approval of the Indemnified Party.
16.02 EXTENSION AND APPLICATION OF INDEMNITIES: Each Party's
indemnity obligations in this Agreement shall extend to the other and to
the other's parent, subsidiaries and affiliates and their present and
former directors, officers, employees, contractors and agents, and to each
of their heirs, executors, successors and assigns.
16.03 LIMITATION OF INDEMNITIES: Neither Party shall be required
to indemnify the other Party or pay any other amount pursuant to Articles
15, 16 or otherwise in connection with or with respect to the transactions
contemplated in this Agreement in any amount exceeding, in the aggregate,
the Sale Price.
16.04 SOLE AND EXCLUSIVE REMEDY: If the Closing occurs, the sole
and exclusive remedy of each of the Indemnified Parties with respect to
the purchase and sale of the Interests shall be pursuant to the express
provisions of this Agreement. If the Closing occurs, each of Purchaser
and Seller shall be deemed to have waived, to the fullest extent permitted
under applicable law, any right of contribution against Seller, its
shareholders, or any of its Affiliates or Purchaser, its shareholders, or
any of its Affiliates, respectively, and any and all rights, claims and
causes of action it may have against Seller, its shareholders or any of
its Affiliates or Purchaser, its shareholders, or any of its Affiliates,
respectively, arising under or based on any federal, state or local
statue, law, ordinance, rule or regulation or common law or otherwise.
For purposes of this Agreement, "Affiliate" shall mean a company,
partnership or other legal entity which controls, or is controlled by, or
which is controlled by an entity which controls a Party. In Seller's
case, "Affiliate" includes Mobil Corporation and all entities which have
Mobil Corporation as an ultimate parent company. "Control" means power to
direct, administer and dictate policies of a company, partnership of other
legal entity through the direct or indirect ownership of fifty percent
(50%) or more of such entity's voting securities or other voting rights.
The terms "controlling" and "controlled" have meaning correlative to the
foregoing.
16.05 EXPRESS NEGLIGENCE APPLICABILITY: THE INDEMNIFICATION,
RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE
APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN
QUESTION AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE,
CONCURRENT, SIMPLE OR SOLE NEGLIGENCE, OR STRICT LIABILITY OR OTHER FAULT
OF ANY INDEMNIFIED PARTY OR ANY OTHER THEORY OF LIABILITY OR FAULT,
WHETHER IN LAW (WHETHER COMMON OR STATUTORY) OR EQUITY, UNLESS SUCH
LIABILITY OR FAULT IS BASED UPON THE WILLFUL MISCONDUCT OF THE PARTY OR
ITS AGENTS, EMPLOYEES OR CONTRACTORS. PURCHASER AND SELLER ACKNOWLEDGE
THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS
CONSPICUOUS.
16.06 NO LIABILITY FOR KNOWN BREACHES AND FACTS: Neither Seller
nor Purchaser shall have any obligation or liability under this Agreement
or in connection with or with respect to the transactions contemplated in
this Agreement for any breach, misrepresentation or noncompliance with
respect to any representation, warranty, covenant or obligation, if such
other Party had actual knowledge of such breach, misrepresentation or
noncompliance at least two (2) days prior to the Closing and did not give
the non-complying Party the opportunity to cure such breach or
misrepresentation prior to or at Closing.
ARTICLE 17. PHYSICAL CONDITION OF THE INTERESTS:
PURCHASER'S INVESTIGATION AND LIABILITY: PURCHASER ACKNOWLEDGES THAT: (i)
UNDER THIS AGREEMENT SELLER IS REQUIRED TO GIVE PURCHASER AN OPPORTUNITY
PRIOR TO CLOSING TO (A) EXAMINE THE REAL PROPERTIES, MOVABLES, AND
MATERIALS AS IT HAS REQUESTED TO BE PROVIDED TO IT BY SELLER, (B) DISCUSS
WITH REPRESENTATIVES OF SELLER SUCH MATERIALS AND THE NATURE AND OPERATION
OF THE INTERESTS AND (C) INVESTIGATE THE CONDITION OF THE REAL PROPERTY;
AND (ii) IN ENTERING INTO THIS AGREEMENT, PURCHASER HAS RELIED SOLELY ON
THE EXPRESS REPRESENTATIONS (SOME OF WHICH REPRESENTATIONS TERMINATE AT
THE CLOSING) AND COVENANTS OF SELLER IN THIS AGREEMENT, ITS INDEPENDENT
INVESTIGATION OF, AND JUDGMENT WITH RESPECT TO THE INTERESTS, INCLUDING
BUT NOT LIMITED TO SURFACE CONDITIONS, AND THE OTHER INTERESTS AND THE
ADVICE OF ITS OWN LEGAL, TAX, ECONOMIC, ENVIRONMENTAL, ENGINEERING,
GEOLOGICAL AND GEOPHYSICAL ADVISORS AND NOT ON ANY COMMENTS OR STATEMENTS
OF ANY REPRESENTATIVES OF, OR CONSULTANTS OR ADVISORS ENGAGED BY SELLER.
SELLER DISCLAIMS ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY
PRESENCE OF NORM OR MMMF ON THE PROPERTY AND ON THE CLOSING DATE, SUBJECT
TO ARTICLES 15 AND 16, PURCHASER SHALL ASSUME THE RISK THAT THE INTERESTS
MAY CONTAIN WASTES OR CONTAMINANTS AND THAT ADVERSE PHYSICAL CONDITIONS,
INCLUDING THE PRESENCE OF WASTES OR CONTAMINANTS, MAY NOT HAVE BEEN
REVEALED BY PURCHASER'S INVESTIGATION OR DISCLOSED TO PURCHASER BY SELLER.
EXCEPT AS PROVIDED IN ARTICLES 15 AND 16, AS OF THE CLOSING DATE, ALL
RESPONSIBILITY AND LIABILITY RELATED TO DISPOSAL, SPILLS, WASTE, OR
CONTAMINATION ON AND BELOW THE INTERESTS SHALL BE TRANSFERRED FROM SELLER
TO PURCHASER AND, PURCHASER SHALL INDEMNIFY, DEFEND, SAVE, DISCHARGE,
RELEASE AND HOLD SELLER HARMLESS THEREFROM. SELLER AND PURCHASER AGREE
THAT THE PROVISIONS OF THIS ARTICLE 17 SHALL SURVIVE THE CLOSING.
ARTICLE 18. FURTHER ASSURANCES:
18.01 PERFORMANCE OF OBLIGATIONS: Seller and Purchaser shall use
all reasonable efforts to take, or cause to be taken, all actions and to
do, or cause to be done, all things necessary, proper or advisable to
carry out all of their respective obligations under this Agreement and to
consummate and make effective the purchase and sale of the Interests
pursuant to this Agreement.
18.02 FURTHER CONVEYANCES AND ASSUMPTIONS: After the Closing
Date, Seller and Purchaser shall execute, acknowledge and deliver all such
further conveyances, transfer orders, notices, assumptions and releases
and such other instruments, and shall take such further actions, as may be
necessary or appropriate to convey or to confirm the conveyance to
Purchaser and its successors or assigns all of the Interests and to
complete the transfer of liabilities and obligations to Purchaser.
ARTICLE 19. NOTICES
All notices and consents to be given hereunder shall be in writing
and shall be deemed to have been duly given if delivered personally; faxed
(i.e., sent by facsimile) with receipt acknowledged; mailed by registered
mail, return receipt requested, postage prepaid; or delivered by a
recognized commercial courier to the Party at the address set forth below
or such other party and/or other address as any Party shall have
designated for itself by ten (1O) business days' prior notice to the other
Party.
Notice is deemed to have been duly received on the day personally
delivered; on the day after it is sent by fax, four (4) days after mailing
by certified or registered mail and the day after it is received from a
recognized commercial courier.
Seller:
AMPOLEX (USA), INC.
Attn: E.F. Delfos
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
FAX No.:(▇▇▇) ▇▇▇-▇▇▇▇
Purchaser:
KESTREL ENERGY, INC. VICTORIA PETROLEUM USA, INC.
Attn: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Attn: Mr. John Kopcheff
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ CC: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇
Phone: (▇▇▇)▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
ARTICLE 20. MISCELLANEOUS
20.01 ENTIRE AGREEMENT: This Agreement, together with its
Exhibits, the Parties' letter agreement dated February 20, 1997, and their
confidentiality agreement dated January 27, 1997, relating to the
Interests constitute the entire agreement between the Parties and
supersede all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the Parties. No supplement,
amendment, alteration, modification, waiver or termination of this
Agreement shall be binding unless executed in writing by the Parties
hereto after the execution of this Agreement. The provisions of Sections
6.02, 8.01, 11.06, 15.01, and Articles 16, 17, 18 and this Article 20
shall survive the Closing or any termination of this Agreement, except as
otherwise provided therein.
20.02 SEVERABILITY: In the event any covenant, condition, or
provision contained herein is held to be invalid by a court of competent
jurisdiction, the invalidity of any such covenant, condition or provision
shall in no way affect any other covenant, condition or provision
contained herein; provided, however, that any such invalidity does not
materially prejudice either Purchaser or Seller in its respective rights
and obligations contained in the valid covenants, conditions, and
provisions of this Agreement.
20.03 WAIVER: No waiver of any of the provisions of this
Agreement 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. Any waiver must be in writing
and signed by an authorized representative of the waiving Party.
20.04 CONSTRUCTION OF AMBIGUITY: In the event of any ambiguity in
any of the terms or conditions of this Agreement, including any exhibits
thereto and whether or not placed of record, such ambiguity shall not be
construed for or against any Party hereto on the basis that such Party did
or did not author the same.
20.05 CAPTIONS: The captions in this Agreement are for
convenience only and shall not be considered a part of or affect the
construction or interpretation of any provisions of this Agreement.
20.06 GOVERNING LAW: This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Colorado, without
reference to the conflict of laws principles applied by the courts of the
State of Colorado. All assignments and instruments of conveyance executed
in accordance with this Agreement shall be governed by and interpreted and
enforced in accordance with the laws of the state where the Interests
conveyed thereby are located.
20.07 WAIVER OF JURY TRIAL: SELLER AND PURCHASER DO HEREBY
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING
BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
20.08 LIMITATION OF LIABILITY: Seller and Purchaser do hereby
covenant and agree that the recovery by either Party hereto of any damages
suffered or incurred by it as a result of any breach by the other Party of
any provision of this Agreement shall, in addition to such other
limitations as are set forth in this Agreement, be limited to the actual
damages suffered or incurred by the nonbreaching Party as a result of the
breach by the breaching Party and in no event shall the breaching Party be
liable to the non-breaching Party for any indirect, consequential,
exemplary or punitive damages suffered or incurred by the non-breaching
Party as a result of the breach by the breaching Party. This Section
shall not limit Seller's right to retain the Performance Deposit as
liquidated damages under Section 5.01.
20.09 PUBLICITY: Seller and Purchaser shall consult with each
other with regard to all publicity and other releases at or prior to the
Closing concerning this Agreement and the transactions contemplated hereby
and, except as required by applicable law or the applicable rules or
regulations of any governmental body or stock exchange, neither Party
shall issue any publicity or other release without the prior written
consent of the other Party.
20.10 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.
20.11 ASSIGNMENT: This Agreement may not be assigned by either
Party to a third party other than an Affiliate without the prior written
consent of the other Party, which consent shall not be unreasonably
withheld. This Agreement shall be binding upon and inure to the benefit
of the Parties hereto and their respective permitted successors and
assigns. All future conveyances of all or any portion of the Interests
shall expressly recognize and perpetuate the rights and obligations set
out in this Agreement.
20.12 COSTS AND EXPENSES: Except as otherwise expressly provided
herein, each Party shall bear and pay its own costs and expenses,
including, but not limited to attorneys fees, incurred in connection with
this transaction.
20.13 JOINT VENTURE, PARTNERSHIP AND AGENCY: Nothing contained in
this Agreement shall be deemed to create a joint venture, partnership, tax
partnership or agency relationship between the Parties.
20.14 CONFIDENTIALITY: The Parties shall continue to be subject
to the Confidentiality Agreement dated January 22, 1997, which agreement
is hereby incorporated by reference.
20.15 SALE OF INTERESTS LOCATED ON FEDERAL LANDS: If the
Interests are located on federal lands, Purchaser agrees to obtain
approval from the appropriate federal and/or state agencies as soon as
practicable after the Closing and to provide Seller with a copy thereof
Purchaser shall indemnify, defend, save, discharge, release and hold
Seller harmless from and against any liability resulting from Purchasee's
failure to comply with this provision.
20.16 MEDIATION: If a dispute arises out of or relates to this
Agreement, or the breach thereof, and if the dispute cannot be settled
through negotiation, the Parties agree first to try in good faith to
settle the dispute by mediation administered by the American Arbitration
Association under its Commercial Mediation Rules (or such other form of
mediation as is reasonably acceptable to both Parties) before resorting to
arbitration, litigation, or some other dispute resolution procedure. The
mediator selected to resolve any dispute hereunder shall be acceptable to
both Parties. If the Parties cannot agree on a mediator, then they shall
make application to the Administrative Judge of the State District Courts
of Denver County, Denver, Colorado for appointment of a mediator. Each
Party shall bear its own attorneys' fees in connection with any mediation
and the cost of the mediation shall be shared equally by both Parties. In
the event of any arbitration, the rules of the American Arbitration
Association shall apply.
20.17 NON-COMPETE AGREEMENTS: If Closing occurs, Purchaser shall
prepare, and Seller shall execute, prior to the Post Closing Adjustment
Date, assignments transferring all of Seller's rights and obligations
under the confidentiality and non-compete agreements entered into between
Seller and third parties with respect to the Interests, copies of which
are attached as Exhibit "F" (hereinafter called "Non-Compete Agreements"),
to the extent such rights are transferable.
(i) Should any issue arise regarding the assignability of the Non-
Compete Agreements to Purchaser, including any Claim by a third party or
by Purchaser, Seller or its successor or Affiliate shall have no
obligation to enforce the Non-Compete Agreements against such third
parties, but shall reasonably cooperate with Purchaser in its efforts to
enforce such Agreements.
(ii) With respect to any Non-Compete Agreement that Seller is unable
to Assign to Purchaser, should Seller receive from any third party an
assignment of a lease or an interest in the area of mutual interest
defined in a Non-Compete Agreement, Seller agrees to prepare and execute
an assignment transferring all of Seller's rights and obligations
thereunder to Purchaser, to the extent such leases or interests are
transferable. Purchaser shall pay no additional consideration to Seller
or its successor for the transfer of any such leases or interests.
Purchaser, at its sole cost, shall be responsible for recording any
assignment that needs to be recorded.
(iii) Purchaser shall indemnify, defend, save, discharge, release
and hold harmless Seller and its Affiliates from, and pay or reimburse
Seller on a current basis for, any and all losses, liabilities, Claims (as
defined in Section 16.01), and causes of action arising out of, or in any
way connected with or as a result of the provisions of this Section 20.17.
20.18 JOINT AND SEVERAL LIABILITY: Kestrel and Victoria shall be
jointly and severally liable for all obligations arising under this
Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
as of the day and year first above set forth.
SELLER:
AMPOLEX (USA), INC.
By: /s/ ▇▇▇▇▇▇ ▇. Delfos
--------------------------------
▇▇▇▇▇▇ ▇. Delfos
Title: Vice President and General Manager
PURCHASER:
KESTREL CALIFORNIA VICTORIA PETROLEUM USA, INC.
ENERGY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President Title: Vice President
Goose Lake Prospect
▇▇▇▇ County, California
EXHIBIT "A-1"
Attached to and made a part of that certain Purchase and Sale Agreement
between AMPOLEX (USA), INC., and KESTREL ENERGY CALIFORNIA, INC. and
VICTORIA PETROLEUM USA, INC., dated effective January 1, 1997.
Ampolex
Lease Ampolex Recording
No. Lessor Lease Date WI/NRI Document #
------ ------------------------ ----------- ---------------- ---------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, 13 Nov 1996 100% WI 0196161370
a married man as his 16.67% base ▇▇▇.
Separate property 3% Conoco orri
(GL#11) 2% Coral orri*
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, 5 Nov 1996 100% WI 0196161388
as Trustee of the 16.67% base ▇▇▇.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and 3% Conoco orri
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1977 2% Coral orri*
Trust (GL#49, 120)
LIMITED insofar as said
lease covers the
Following described
lands:
T-25-S, R-22-E
Sec. 32: SE/4SW/4
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, 5 Nov 1996 100% WI 0196161388
as Trustee of the 16.67% base ▇▇▇.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and 3% Coral orri*
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1977 Trust
(GL#49, 120)
All portions of this
lease EXCEPT for the
following lands:
T-25-S. R-22-E
Sec. 32: SE/4SW/4
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, also 26 Nov 1996 100% WI 0197027803
known as ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 16.67% base ▇▇▇.
Devin, a married woman 3% Conoco orri
as her separate 2% Coral orri*
Property
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, a 22 Oct 1996 100% WI 0196161391
Married man as his sole 16.67% base ▇▇▇.
and separate property 3% Conoco orri
(GL#53) 2% Coral orri*
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a 12 Nov 1996 100% WI 0196161393
married woman as her 16.67% base ▇▇▇.
separate property 3% Conoco orri
(GL#62, 63) 2% Coral orri*
▇▇▇▇▇ ▇▇▇▇▇▇▇ and 26 Nov 1996 100% WI ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, 16.67% base ▇▇▇.
husband and wife as 3% Conoco orri
joint tenants 2% Coral orri*
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, 22 Jan 1997 100% WI 197030501
a married woman as her 16.67% base ▇▇▇.
separate property 3% Coral orri*
(GL #18)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as 26 Dec 1996 100% WI 197030502
Trustee of the 16.67% base ▇▇▇.
Nishimura Family Trust, 3% Conoco orri.
dated October 31, 1991. 2% Coral orri*
(GL # 28)
Goose Lake Prospect
▇▇▇▇ County, California
Ampolex
Lease Ampolex Recording
No. Lessor Lease Date WI/NRI Document #
------ ------------------------ ----------- ---------------- ---------
▇▇▇ ▇. ▇▇▇▇▇▇ and 27 Feb 1997 100% WI 197030503
Momoye Hamako, husband 16.67% base ▇▇▇.
and wife as joint 3% Conoco orri.
tenants (GL #24) 2% Coral orri*
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 14 Oct 1996 100% WI 0196161404
and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, 16.67% base ▇▇▇.
husband and wife as joint 3% Coral orri*
Tenants
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, 14 Oct 1996 100% WI 0196161405
a married woman as her 16.67% base toy
separate property 3% Coral orri*
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 13 Nov 1996 100% WI 0196161386
▇▇▇▇▇▇▇▇, a single man 16.67% base ▇▇▇.
3% Coral orri*
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a 14 Oct 1996 100% WI 0196161403
single woman, and 16.67% base ▇▇▇.
▇▇▇▇ ▇▇▇▇▇, a 3% Coral orri*
married woman as her
separate property
Texaco Exploration 25 Nov 1996 100% WI 0196161369
and Production Inc., a 18.75% base ▇▇▇.
Delaware Corporation 3% Coral orri*
2137 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and 29 Mar 1996 100% WI 0196154805
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as 16.67% base ▇▇▇.
Trustees of the ▇▇▇▇▇▇ E. 3% Conoco ▇▇▇▇
▇▇▇▇▇▇ Trust No. 1 2% Coral orri*
established June 5, 1979
(GL#21)
2140A ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 23 Apr 1996 100% WI 0196154830
a married man as his 16.67% base ▇▇▇.
separate property and 3% Conoco orri
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2% Coral orri*
▇▇▇▇▇▇▇▇▇▇▇, a married man
as his separate property
(GL#47)
2140B ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, 29 April 1996 100% WI 0196158500
Trustee of the R. A. 18.75% base ▇▇▇.
and ▇. ▇. ▇▇▇▇▇▇▇▇ Family 3% Conoco orri
Trust dated May 29, 1991 2% Coral orri*
(GL#47)
2140C June ▇. ▇▇▇▇▇▇▇▇ and 29 Apr 1996 100% WI 0196154833
Silver ▇. ▇▇▇▇, as Co- 16.67% base ▇▇▇.
successor Trustees of the 3% Conoco orri
Testamentary Trust under 2% Coral orri*
Will of ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, deceased
(GL#47)
2140D ▇▇▇ ▇. ▇▇▇▇▇ 15 May 1996 100% WI 0196154835
Foundation, a 16.67% base ▇▇▇.
corporation (GL#47) 3% Conoco orri
2% Coral orri*
Goose Lake Prospect
▇▇▇▇ County, California
Ampolex
Lease Ampolex Recording
No. Lessor Lease Date WI/NRI Document #
------- ----------------------- ----------- ---------------- ---------
2140E ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a 18 June 1996 100% WI ▇▇▇▇▇▇▇▇▇▇
widower (GL#47) 16.67% ▇▇▇.
3% Conoco orri
2% Coral orri*
214OF The Trustees of The Rolf 15 May 1996 100% WI 0196154834
▇. ▇▇▇▇▇▇▇▇ Testamentary 16.67% base ▇▇▇.
Trust "B" under Will of 3% Conoco orri
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, deceased 2% Coral orri*
(GL#47)
214OG ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a 16 Apr 1996 100% WI ▇▇▇▇▇▇▇▇▇▇
married man as his 16.67% base ▇▇▇..
separate property 3% Conoco orri
(GL#47) 2% Coral orri*
2140H ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇, a 18 Apr 1996 100% WI 0196154832
married woman as her 16.67% base ▇▇▇.
separate property (GL#47) 3% Conoco orri
2% Coral orri*
2141A ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a widow 2 Apr 1996 100% WI 0196154822
(GL#43) 16.67% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2141B ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a single 2 May 1996 100% WI 0196154825
woman (GL#43) 16.67% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2141C ▇▇▇▇▇ ▇. ▇▇▇▇▇, an 12 June 1996 100% WI 0196158498
unmarried man 16.67% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2141D ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee 11 June 1996 100% WI 0196158499
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable 16.67% base ▇▇▇.
Trust and The ▇▇▇▇▇▇▇ H. 3% Conoco ▇▇▇▇
▇▇▇▇▇▇▇ Revocable Trust 2% Coral orri*
and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Sole Heir and Beneficiary
(GL#43)
2141E ▇▇▇▇▇ ▇▇▇▇▇▇▇, a married 2 May 1996 100% WI 0196154824
married man as his 16.67% base ▇▇▇.
separate property (GL#43) 3% Conoco orri
2% Coral orri*
2141F Mertin ▇▇▇▇ ▇▇▇▇▇▇▇, a 16 Apr 1996 100% WI ▇▇▇▇▇▇▇▇▇▇
married man as his 16.67% base ▇▇▇.
separate property 3% Conoco orri
(GL#43) 2% Coral orri*
Goose Lake Prospect
▇▇▇▇ County, California
Ampolex
Lease Ampolex Recording
No. Lessor Lease Date WI/NRI Document #
------- ----------------------- ----------- ---------------- ---------
2142A ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇, a 18 Apr 1996 100% WI 0196154811
married woman as her 16.67% base ▇▇▇.
separate property 3% Coral orri*
(GL#31)
2142B ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a 16 Apr 1996 100% WI 0196154812
married man as his 16.67% base ▇▇▇.
separate property 3% Coral orri*
(GL#31)
2143A ▇▇▇▇▇▇▇ ▇▇▇▇, a widow 15 Apr 1996 100% WI 0196154827
(GL#45) 16.67% base ▇▇▇.
3% Coral orri*
2143B ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 5 Apr 1996 100% WI 0196154828
a widow (GL#45) 16.67% base ▇▇▇.
3% Coral orri*
2143C Bank of America NT & SA 17 June 1996 100% WI 0196161385
and ▇▇▇ ▇. ▇▇▇▇▇▇, 16.67% base ▇▇▇.
Successor in interest by 3% Coral orri*
merger to Security Pacific
National Bank, a national
banking association as Co-
Trustee U/W/O/▇▇▇▇ ▇▇▇▇
(GL#45)
2152 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a 19 Apr 1996 100% WI 0196154842
married man as his 16.67% base ▇▇▇.
separate property (GL#55) 3% Conoco orri
2% Coral orri*
2153A ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 9 Apr 1996 100% WI 0196154850
and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 16.67% base ▇▇▇.
▇▇▇▇▇▇▇▇▇, Trustees of the 3% Conoco orri
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 2% Coral orri*
and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Living Trust,
dated January 20,1993
(GL#33)
2153B ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as to a 21 May 1996 100% WI 0196155321
Life Estate and ▇▇▇▇▇▇ 16.67% base ▇▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. 3% Conoco ▇▇▇▇
▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. 2% Coral orri*
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as to
the remainder Base/
Counterpart "A"/
Counterpart "B" (GL#33)
2153C ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, an 18 July 1996 100% WI 0196158493
unmarried man (GL#33) 16.67% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2153D ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 25 June 1996 100% WI 0196158494
a married woman as her 16.67% base ▇▇▇.
separate property (GL#33) 3% Conoco orri
2% Coral orri*
2153E ▇▇▇▇ ▇▇▇▇▇▇, a married 19 Aug 1996 100% WI 0196161382
woman as her separate 16.67% base ▇▇▇.
property; ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, 3% Conoco orri
a married woman as her 2% Coral orri*
separate property; and
▇▇▇▇▇ ▇▇▇▇▇▇▇, a married
woman as her separate
property (GL#33)
Goose Lake Prospect
▇▇▇▇ County, California
Ampolex
Lease Ampolex Recording
No. Lessor Lease Date WI/NRI Document #
------ ----------------------- ----------- ---------------- ---------
2153F ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 5 Aug 1996 100% WI 0196161380
▇▇▇▇▇▇▇▇▇, as to a Life 16.67% base ▇▇▇.
Estate and ▇▇▇▇ ▇. 3% Conoco ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. 2% Coral orri*
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, as to the
remainder and individually
(GL#33-Base Lease)
2153F ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 5 Aug 1996 100% WI 0196161381
▇▇▇▇▇▇▇▇▇, as to a Life 16.67% base ▇▇▇.
Estate and ▇▇▇▇ ▇. 3% Conoco ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. 2% Coral orri*
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, as to the
remainder and individually
(GL#33-Counterpart "A")
2154 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ 8 Apr 1996 100% WI 0196154810
and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, 20% base ▇▇▇.
Successor Trustees of the 3% Conoco orri
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ 2% Coral orri*
Trust ▇▇. ▇, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇#▇▇)
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Trustee 3 Apr 1996 100% WI 0196154809
under the Will of ▇▇▇▇▇▇ 16.67% base ▇▇▇.
▇. ▇▇▇▇▇▇▇, deceased, 3% Conoco orri
Trust and ▇▇▇▇▇ ▇▇▇▇▇▇▇, a 2% Coral orri*
widow (GL#26)
2156A ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ 12 Apr 1996 1 00% WI 0196154808
Murata, husband and wife 16.67% base ▇▇▇.
as joint tenants (GL#23) 3% Conoco orri
2% Coral orri*
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, a widow, and 3 Apr 1996 100% WI ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, Trustee of 16.67% base ▇▇▇.
the ▇▇▇▇▇▇▇ ▇. 3% Conoco ▇▇▇▇
▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ 1984 2% Coral orri*
Trust (GL#l1)
2157B ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, a 8 Apr 1996 100% WI 0196154800
married man as his 16.67% base ▇▇▇.
separate property (GL# 11) 3% Conoco orri
2% Coral orri*
2157C ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ 12 July 1996 100% WI 0196158487
▇▇▇▇ ▇▇▇▇▇, aka ▇▇▇▇▇▇▇ 16.67% base ▇▇▇.
▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇ 3% Conoco ▇▇▇▇
▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ 2% Coral orri*
▇▇▇▇▇, aka ▇▇▇▇▇▇ ▇.
▇▇▇▇▇ (GL#11)
2157D ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, also 26 Nov 1996 100% WI 0197027803
known as ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 16.67% base ▇▇▇.
Devin, a married woman as 3% Conoco orri
her separate property 2% Coral orri*
2158 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a 8 Apr 1996 100% WI 0196154801
married man as his 16.67% base ▇▇▇.
separate property (GL#17) 3% Coral orri*
2159 ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ 24 Apr 1996 100% WI 0196154836
▇▇▇▇▇▇▇, husband and wife 16.67% base ▇▇▇
(GL#48) 3% Coral orri*
Goose Lake Prospect
▇▇▇▇ County, California
Ampolex
Lease Ampolex Recording
No. Lessor Lease Date WI/NRI Document #
------ ----------------------- ----------- ---------------- ---------
▇▇▇▇▇ ▇▇▇▇ Land and Cattle 26 Apr 1996 100% WI 0196154839
Company, a corporation 16.67% base ▇▇▇.
(GL#52,57) 3% Conoco orri
2% Coral orri*
LIMITED insofar as said
lease covers the following
described lands:
T-26-S, R-22-E
Sec. 5: NE/4NW/4
2160A Spur Land and Cattle 26 Apr 1996 100% WI 0196154839
Company, a corporation 16.67% base ▇▇▇.
(GL#52,57) 3% Coral orri*
All of lease EXCEPT for
the following described
land:
T-26-S, R-22-E
Sec. 5: NE/4NW/4
2160B ▇▇▇ ▇. ▇▇▇▇▇ Foundation, 15 May 1996 100% WI 0196154840
a corporation(GL#52,57) 16.67% base ▇▇▇.
3% Conoco orri
LIMITED insofar as said 2% Coral orri*
lease covers the following
described lands:
T-26-S, R-22-E
Sec. 5: NE/4NW/4
2160B ▇▇▇ ▇. ▇▇▇▇▇ Foundation, 15 May l996 100% WI 0196154840
a corporation (GL#52,57) 16.67% base ▇▇▇.
3% Coral orri*
All of lease EXCEPT for
the following described
land:
T-26-S, R-22-E
Sec. 5: NE/4NW/4
2161A ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a married 29 Apr 1996 100% WI 0196154838
man as his separate 16.67% base ▇▇▇.
property (GL#51) 3% Coral orri*
2161B ▇▇▇▇▇▇ ▇▇▇▇▇, DVM, an 22 April 1996 100% WI 0196158504
unmarried man (GL#51) 16.67% base ▇▇▇.
3% Coral orri*
2161C ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, 9 May 1996 100% WI 0196154837
a married man as his 16.67% base ▇▇▇.
separate property (GL#51) 3% Coral orri*
2162A ▇▇▇ ▇. ▇▇▇▇▇ Foundation, 15 May 1996 100% WI 0196154847
a corporation (GL#66) 16.67% base ▇▇▇.
3% Conoco orri
2% Coral orri*
Goose Lake Prospect
▇▇▇▇ County, California
Ampolex
Lease Ampolex Recording
No. Lessor Lease Date WI/NRI Document #
------ ----------------------- ----------- ---------------- ---------
2162B ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee 29 April 1996 100% WI 0196158508
of the R. A. and K. K. 18.75% base ▇▇▇.
▇▇▇▇▇▇▇▇ Family Trust dated 3% Conoco orri
May 29, 1991 (GL#66) 2% Coral orri*
2162C June ▇. ▇▇▇▇▇▇▇▇ and Silver 29 Apr 1996 100% WI 0196154845
▇. ▇▇▇▇, as Successor Co- 16.67% base ▇▇▇.
trustees of Testamentary 3% Conoco orri
Trust under the Will of 2% Coral orri*
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇,
deceased (GL#66)
2162D ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, a 23 Apr 1996 100% WI 0196154844
married man as his 16.67% base ▇▇▇.
separate property, and 3% Conoco orri
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lacherimaier, 2% Coral orri*
a married man as his
separate property (GL#66)
2162E ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and 21 May 1996 100% WI 0196154848
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, 16.67% base ▇▇▇.
Trustees of the ▇▇▇▇▇▇▇ ▇. 3% Conoco ▇▇▇▇
▇▇▇▇▇▇▇ Family Trust (GL#66) 2% Coral orri*
2162F The Trustees of The 15 May 1996 100% WI 0196154846
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 16.67% base ▇▇▇.
Testamentary Trust "B" 3% Conoco orri
under the Will of ▇▇▇▇ ▇. 2% Coral orri*
▇▇▇▇▇▇▇▇, deceased (GL#66)
2163A ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 5 June 1996 100% WI 0196158491
Gerquest and ▇▇▇▇▇ ▇. 16.67% base ▇▇▇.
Gerquest, Heirs at Law to 3% Conoco orri
the Estate of ▇▇▇▇▇▇▇▇▇ 2% Coral orri*
Prior Gerquest, deceased
(GL#22, 54)
2163B ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, a widow 15 May 1996 100% WI 0196154841
(GL#54) 16.67% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2163C ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, a widow 23 Apr 1996 100% WI 0196154806
(GL#22) 16.67% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2163D ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 23 Apr 1996 100% WI ▇▇▇▇▇▇▇▇▇▇
Trustee under Declaration 16.67% base ▇▇▇.
of Trust dated September 12, 3% Conoco orri
1984 (GL#22, 54) 2% Coral orri*
2164A ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ 12 Apr 1996 100% WI 0196154798
Murata, husband and wife 16.67% base ▇▇▇.
as joint tenants (GL#7, 8, 28) 3% Conoco orri
LIMITED insofar as said 2% Coral orri*
lease covers the following
described lands:
Goose Lake Prospect
▇▇▇▇ County, California
Ampolex
Lease Ampolex Recording
No. Lessor Lease Date WI/NRI Document #
------ ----------------------- ----------- ---------------- ---------
T-25-S, R-22-E
Sec. 34: W/2E/2SW/4
2164A ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ 12 Apr 1996 100% WI 0196154798
Murata, husband and wife 16.67% base ▇▇▇.
as joint tenants 3% Coral orri*
(GL#7, 8, 28)
All of lease EXCEPT for the
following described land:
T-25-S, R-22-E
Sec. 34: W/2E/2SW/4
2164B ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 12 June 1996 100% WI 0196158492
a widow (GL#28) 16.67% base ▇▇▇.
3% Conoco orri
LIMITED insofar as said 2% Coral orri*
lease covers the
following described lands:
T-25-S, R-22-E
Sec. 34: W/2E/2SW/4
2164B ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 12 June 1996 100% WI 0196158492
a widow (GL#28) 16.67% base ▇▇▇.
3% Coral orri*
All portions of this lease
EXCEPT for the following
described land:
T-25-S, R-22-E
Sec. 34: W/2E/2SW/4
2167A H. P. ▇▇▇▇▇▇▇▇, III, 7 Aug 1996 100% WI ▇▇▇▇▇▇▇▇▇▇
a married man as his 16.67% base ▇▇▇.
separate property 3% Coral orri*
(GL#5, 119)
2167B Mercy Healthcare, 25 June 1996 100% WI 0196122608
Bakersfield, a non-profit 16.67% base ▇▇▇.
California corporation 3% Coral orri*
(GL#5)
2167C Mercy Healthcare, 7 June 1996 100% WI 0196122607
Bakersfield, a non-profit 16.67% base ▇▇▇.
California corporation 3% Coral orri*
(GL#5)
2168 Mercy Healthcare, 25 June 1996 100% WI 0196122609
Bakersfield, a non-profit 16.67% base ▇▇▇.
California corporation 3% Coral orri*
(GL#122,123)
2169A The Estate of ▇▇▇▇▇▇ 22 July 1996 100% WI 0196158490
▇▇▇▇▇▇▇▇, deceased, ▇▇▇▇▇▇ 16.67% base ▇▇▇.
▇. ▇▇▇▇▇, Executor (GL#18) 3% Coral orri*
2169B ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, a 24 May 1996 100% WI 0196154802
married man as his separate 16.67% base ▇▇▇.
property (GL# 18) 3% Coral orri*
2169C ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, a 1 Aug 1996 100% WI 0196161371
married woman as her 16.67% base ▇▇▇.
separate property (GL#18) 3% Coral orri*
Goose Lake Prospect
▇▇▇▇ County, California
Ampolex
Lease Ampolex Recording
No. Lessor Lease Date WI/NRI Document #
------ ----------------------- ----------- ---------------- ---------
2169D ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇▇, 16 Aug 1996 100% WI ▇▇▇▇▇▇▇▇▇▇
Heir to the Estate of 16.67% base ▇▇▇.
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Law 3% Coral orri*
▇'▇▇▇▇▇▇▇▇, who acquired
title as ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ Law (GL#18)
2169E M. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 29 Aug 1996 100% WI 0196161373
Heir to the Estate of 16.67% base ▇▇▇.
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Law 3% Coral orri*
▇'▇▇▇▇▇▇▇▇, who acquired
title as ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ Law (GL#18)
2169F ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇▇, 28 Aug 1996 100% WI 0196161374
Heir to the Estate of 16.67% base ▇▇▇.
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Law 3% Coral orri*
▇'▇▇▇▇▇▇▇▇, who acquired
title as ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ Law (GL#18)
2169G ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, a 17 July 1996 100% WI 0196161375
single man (GL#18) 16.67% base ▇▇▇.
3% Coral orri*
2169H ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, a 12 Sep 1996 100% WI 0196161316
married man as his separate 16.67% base ▇▇▇.
property (GL#18) 3% Coral orri*
2170 T. ▇▇▇▇▇ ▇▇▇▇▇▇, a single 24 May 1996 100% WI 0196154826
man, and ▇▇▇▇ ▇▇▇▇▇▇▇ 16.67% base ▇▇▇.
▇▇▇▇▇▇, a single man (GL#44) 3% Coral orri*
2171A ▇▇▇ ▇. ▇▇▇▇▇ Foundation, 15 May 1996 100% WI 0196154829
a corporation (GL#46) 16.67% base ▇▇▇.
3% Conoco orri
2% Coral orri*
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ & ▇▇, ▇ July 1996 100% WI 0196161387
Successor in interest by 16.67% base ▇▇▇.
merger to Security Pacific 3% Conoco orri
National Bank, a national 2% Coral orri*
banking association as
Trustee U/W/O/ ▇. ▇. ▇▇▇▇▇▇
and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Trust Nos. 2079270 and
2835530 (GL#46)
▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 15 May 1996 100% WI ▇▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. 16.67% base ▇▇▇.
▇▇▇▇▇, as Trustees under (note: base royalty
Declaration of Trust dated can escalate to
June 14, 1994, known as the 20%, see addendum
▇▇▇▇▇▇▇ Family Trust (GL#77) to lease)
3% Conoco orri
2% Coral orri*
2172B ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, a 1 July 1996 100% WI 0196161400
married woman as her 16.67% base ▇▇▇.
separate property (GL#77) (note: base royalty
can escalate to
20%, see addendum
to lease)
3% Conoco orri
2% Coral orri*
Goose Lake Prospect
▇▇▇▇ County, California
Ampolex
Lease Ampolex Recording
No. Lessor Lease Date WI/NRI Document #
------ ----------------------- ----------- ---------------- ---------
2172C ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, a 9 July 1996 100% WI 0196158509
married man as his separate 16.67% base ▇▇▇.
property (GL#77) (note: base royalty
can escalate to
20%, see addendum
to lease)
3% Conoco orri
2% Coral orri*
2172D ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and 8 July 1996 100% WI 0196161401
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as 16.67% base ▇▇▇.
Trustees of the ▇▇▇▇▇▇ ▇. (note: base royalty
▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. can escalate to
▇▇▇▇▇▇ Trust, dated August 20%, see addendum
14, 1991 (GL #77) to lease)
3% Conoco orri
2% Coral orri*
2172E ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a single 24 June 1996 100% WI 0196161399
woman (GL#77) 16.67% base ▇▇▇.
(note: base royalty
can escalate to
20%, see addendum
to lease)
3% Conoco orri
2% Coral orri*
2172F ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an 25 June 1996 100% WI 0196161402
unmarried man (GL#77) 16.67% base ▇▇▇.
(note: base royalty
can escalate to
20%, see addendum
to lease)
3% Conoco orri
2% Coral orri*
2172G ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., a 18 June l996 100% WI ▇▇▇▇▇▇▇▇▇▇
married man as his separate 16.67% base ▇▇▇.
property (GL#77) (note: base royalty
can escalate to
20%, see addendum
to lease)
3% Conoco orri
2% Coral orri*
2184 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and 6 May 1996 100% WI 0196154843
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 16.67% base ▇▇▇.
husband and wife (GL#59) 3% Conoco orri
2% Coral orri*
Goose Lake Prospect
▇▇▇▇ County, California
Ampolex
Lease Ampolex Recording
No. Lessor Lease Date WI/NRI Document #
------ ----------------------- ----------- ---------------- ---------
2185A H. ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ 7 May 1996 100% WI 0196154817
Temple, Co-trustees of 16.67% base ▇▇▇.
the Temple Living Trust, 3% Coral orri*
under Trustee's Deed dated
May 31,1984 (GL#40)
2185B ▇▇▇▇▇▇▇ ▇▇▇▇▇, a married 21 May 1996 100% WI 0196158496
man as his separate 16.67% base ▇▇▇.
property (GL#40) 3% Coral orri*
2185C ▇▇▇▇▇▇▇ ▇▇▇▇▇, Trustee 21 May 1996 100% WI 0196158497
for ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, a minor 16.67% base ▇▇▇.
(GL#40) 3% Coral orri*
2185D ▇▇▇▇▇▇▇ ▇▇▇▇▇, Trustee 21 May 1996 100% WI 0196154814
for ▇▇▇▇▇ ▇▇▇▇▇, a minor 16.67% base ▇▇▇.
(GL#40) 3% Coral orri*
2185E ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, a 3 May 1996 100% WI 0196154816
married woman as her 16.67% base ▇▇▇.
separate property (GL#40) 3% Coral orri*
2185F ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, a married 10 May 1996 100% WI ▇▇▇▇▇▇▇▇▇▇
man as his separate 16.67% base ▇▇▇.
property (GL#40) 3% Coral orri*
2185G ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇, an 30 May 1996 100% WI 0196154820
unmarried woman (GL#40) 16.67% base ▇▇▇.
3% Coral orri*
2185H ▇▇▇▇▇▇▇ ▇▇▇▇▇, an unmarried 1 May 1996 100% WI 0196154818
man (GL#40) 16.67% base ▇▇▇.
3% Coral orri*
2185I ▇▇▇▇▇ ▇▇▇▇▇, an unmarried 2 May 1996 100% WI 0196154819
woman (GL#40) 16.67% base ▇▇▇.
3% Coral orri*
2186 A. ▇▇▇▇▇▇▇▇ ▇▇▇▇ and 10 May 1996 100% WI 0196154821
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Co- 16.67% base ▇▇▇.
executors of the Estates of 3% Conoco ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ 2% Coral orri*
▇▇▇▇, deceased (GL#41)
▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 15 May 1996 100% WI 0196154813
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and 16.67% base ▇▇▇.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as 3% Conoco orri
Trustees under Declaration 2% Coral orri*
of Trust dated June 14, 1994,
known as the ▇▇▇▇▇▇▇ Family Trust
(GL#39,72,76)
LIMITED insofar as said
lease covers the
following described lands:
T-26-S, R-22-E
Sec. 4: ▇/▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
Ampolex
Lease Ampolex Recording
No. Lessor Lease Date WI/NRI Document #
------ ----------------------- ----------- ---------------- ---------
2187A ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 15 May 1996 100% WI 0196154813
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ 16.67% base ▇▇▇.
▇. ▇▇▇▇▇, as Trustees under (note: base
Declaration of Trust royalty can
dated June 14, 1994, known escalate to 20%,
as the ▇▇▇▇▇▇▇ Family Trust see addendum to
(GL#39, 72, 76) lease)
3% Coral orri*
All of lease EXCEPT for the
following described land:
T-26-S, R-22-E
Sec. 4: N/2
2187B ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a single 24 June 1996 100% WI 0196161384
woman (GL# 76) 16.67% base ▇▇▇.
(note: base
LIMITED insofar as said royalty can
lease covers the following escalate to 20%,
described lands: see addendum to
T-26-S, R-22-E lease)
Sec. 4: N/2 3% Conoco orri
2% Coral orri*
2187B ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a single 24 June 1996 100% WI 0196161384
woman (GL#39, 72,76) 16.67% base ▇▇▇.
(note: base
All portions of this lease royalty can
EXCEPT for the following escalate to 20%,
lands: see addendom to
T-26-S, R-22-E lease)
Sec. 4: N/2 3% Coral orri*
2187C ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and 8 July 1996 100% WI 0196161383
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as 16.67% base ▇▇▇.
Trustees of the ▇▇▇▇▇▇ ▇. (note: base royalty
▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ can escalate to 20%,
Trust, dated August 14, 1991 see addendum to
(GL#39, 72, 76) lease)
3% Conoco orri
LIMITED insofar as said lease 3% Coral orri*
covers the following
described lands:
T-26-S, R-22-E
Sec. 4: N/2
2187C ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and 8 July 1996 100% WI 0196161383
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as 16.67% base ▇▇▇.
Trustees of the ▇▇▇▇▇▇ ▇. (note: base royalty
▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ can escalate to 20%,
Trust, dated August 14, 1991 see addendum to
(GL#39, 72, 76) lease)
3% Coral orri
All portions of this lease
EXCEPT for the following
lands:
T-26-S, R-22-E
Sec. 4: N/2
2187D ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., 18 June 1996 100% WI 0196158495
a married man as his 16.67% base ▇▇▇.
separate property (note: base royalty
(GL#39,72,76) can escalate to 20%,
see addendum to
LIMITED insofar as said lease)
lease covers the following 3% Conoco orri
described lands: 2% Coral orri*
T-26-S, R-22-E
Sec. 4: ▇/▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
Ampolex
Lease Ampolex Recording
No. Lessor Lease Date WI/NRI Document #
------ ----------------------- ----------- ---------------- ---------
2187D ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., 18 June 1996 100% WI 0196158495
a married man as his 16.67% base ▇▇▇.
separate property (note: base royalty
(GL#39,72,76) can escalate to 20%,
see addendum to
All portions of this lease lease)
EXCEPT for the following 3% Coral orri*
described land:
T-26-S, R-22-E
Sec. 4: N/2
2188A ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, a 17 May 1996 100% WI 0196154804
married woman as her 16.67% base ▇▇▇.
separate property (GL#19) 3% Conoco orri
2% Coral orri*
2188B ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a married 3 May 1996 100% WI 0196154803
man as his separate 16.67% base ▇▇▇.
property (GL#19) 3% Conoco orri
2% Coral orri*
2193A E. G. ▇▇▇▇▇▇▇▇▇, Trustee of 18 June 1996 100% WI 0196158511
the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 16.67% base ▇▇▇.
▇▇▇▇▇▇▇▇▇ Trust (GL#99) 3% Coral orri*
2193B The Elfva ▇. ▇▇▇▇▇▇▇ 18 June 1996 100% WI 0196158512
Revocable Inter Vivos Trust, 16.67% base ▇▇▇.
dated May 13, 1985 (GL#99) 3% Coral orri*
2194 ▇▇▇▇▇▇ Day ▇▇▇▇▇▇ and 17 June 1996 100% WI 0196158510
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, husband 16.67% base ▇▇▇.
and wife as joint tenants 3% Coral orri*
(GL#98)
2195A ▇▇▇▇▇▇ ▇▇▇▇ Fell, a 5 July 1996 100% WI 0196161395
single man (GL#65) 16.67% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2195B ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, a 4 June 1996 100% WI 0196161394
married man as his separate 16.67% base ▇▇▇.
property (GL#65) 3% Conoco orri
2% Coral orri*
▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ to 3 June 1996 100% WI 0196161396
the Estate of ▇▇▇▇▇▇ 16.67% base ▇▇▇.
▇▇▇▇▇ (GL#65) 3% Conoco orri
2% Coral orri*
Goose Lake Prospect
▇▇▇▇ County, California
Ampolex
Lease Ampolex Recording
No. Lessor Lease Date WI/NRI Document #
------ ----------------------- ----------- ---------------- ---------
2196 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 15 June 1996 100% WI 0196161397
Heir of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 16.67% base ▇▇▇.
▇▇▇▇▇▇▇▇▇ (GL#73) 3% Coral orri*
2197A ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a 21 June 1996 100% WI 0196158507
widow (GL#63) 16.67% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2198A ▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇ 20 June 1996 100% WI 0196158505
▇▇▇▇, husband and wife 16.67% base ▇▇▇.
(GL#62) 3% Conoco orri
2% Coral orri*
2198B ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a 21 June 1996 100% WI 0196158506
widow (GL#62) 16.67% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2199A ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and 8 Aug 1996 100% WI 0196161389
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, husband 16.67% base ▇▇▇.
and wife as joint tenants 3% Conoco orri
(GL#50) 2% Coral orri*
2199B Ruby ▇▇▇▇▇ ▇▇▇▇▇, a widow 18 June 1996 100% WI 0196161390
(GL#62) 16.67% base ▇▇▇.
3% Conoco orri
2% Coral orri*
▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a 3 July 1996 100% WI 0196158502
single man (GL#50) 16.67% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2199D ▇▇▇▇▇ ▇▇▇▇▇▇, a widow 3 July 1996 100% WI 0196158503
(GL#50) 16.67% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2200A ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 5 June 1996 100% WI 0196158489
Jr., a single man (GL#16) 16.67% base ▇▇▇.
3% Coral orri*
2200B ▇▇▇ ▇▇▇▇▇▇▇▇, a married 20 June 1996 1 00% WI 0196158488
man as his separate property 16.67% base ▇▇▇.
(GL#16) 3% Coral orri*
2201A ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, aka 14 June 1996 100% WI 0196158486
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a 16.67% base ▇▇▇.
married woman as her 3% Coral orri*
separate property (GL#3)
2202A ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a married 12 July 1996 100% WI 0196161377
woman as her separate 16.67% base ▇▇▇.
property (GL#29) 3% Conoco orri
2% Coral orri*
Goose Lake Prospect
▇▇▇▇ County, California
Ampolex
Lease Ampolex Recording
No. Lessor Lease Date WI/NRI Document #
------ ----------------------- ----------- ---------------- ---------
2202B ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ III, an 25 July 1996 100% WI 0196161379
unmarried man (GL#29) 16.67% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2202C ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an 24 July 1996 100% WI 0196161378
unmarried woman (GL#29) 16.67% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2274 ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, a 12 Aug 1996 100% WI 0196161392
widow and ▇▇▇▇-▇▇▇▇▇ 16.67% base ▇▇▇.
▇▇▇▇▇▇▇, a single man 3% Conoco orri
(GL#61) 2% Coral orri*
2332 Mobil Oil Corporation 2 Sep 1996 100% WI 0196136099
(GL# 2, 4, 124) 16.67% base ▇▇▇.
3% Coral orri*
2372 Mobil Exploration & 2 Sep 1996 100% WI 0196136098
Producing North America, 16.67% base ▇▇▇.
Inc. (GL#12, 13, 15, 25, 3% Conoco orri
34, 35, 37, 38, 79, 8 1) 2% Coral orri*
LIMITED insofar as said
lease covers the following
described lands:
T-25-S, R-22-E
Sec. 32: S/2
Sec. 33: S/2SW/4
T-26-S, R-22-E
Sec. 5: S/2NE/4
Sec. 10: NW/4NE/4
Sec. 13: N/2SW/4
Sec. 14: N/2SE/4
Sec. 15: S/2NE/4
2372 Mobil Exploration & 2 Sep 1996 100% WI 0196136098
Producing North America, 16.67% base ▇▇▇.
Inc. (GL#12,13,15,25,34,35, 3% Coral orri*
37,38,79,81)
All portions of this lease
EXCEPT for the following
described land:.
T-25-S, R-22-E
Sec. 32: S/2
Sec. 33: S/2SW/4
T-26-S, R-22-E
Sec. 5: S/2NE/4
Sec. 10: NW/4NE/4
Sec. 13: N/2SW/4
Sec. 14: N/2SE/4
Sec. 15: ▇/▇▇▇/▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
Ampolex
Lease Ampolex Recording
No. Lessor Lease Date WI/NRI Document #
------ ----------------------- ----------- ---------------- ---------
*This overriding royalty interest is subject to the terms and provisions
of that certain Joint Venture Agreement ("Joint Venture Agreement").
between Black Coral Limited Liability Company and Ampolex (USA), Inc.,
dated 20 June 1995, as amended. Said Joint Venture Agreement provides for
this overriding royalty to escalate upon the occurrence of certain events,
as described therein and specifically subject to the terms of such Joint
Venture Agreement.
W. Lemoore Prospect
Kings County, California
EXHIBIT "A-2"
Attached to and made a part of that certain Purchase and Sale
Agreement between AMPOLEX (USA), INC., and KESTREL ENERGY CALIFORNIA, INC.
and VICTORIA PETROLEUM USA, INC., dated effective January 1, 1997.
Ampolex Recording
Lessor Lease Date WI/NRI Document #
----------------------- ----------- ---------------- ---------
1. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 21 Mar 1996 100% WI 9609408
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. 12.5% base ▇▇▇.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 3% Conoco orri
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust 2% Coral orri*
Insofar as said lease
covers the following
described lands;
T-19-S, R-19-E
Sec. 12: SE/4NE/4SE/4,SE/4SE/4
Sec. 13: NE/4SE/4NE/4,NE/4NE/4
T-19-S, R-20-E
Sec. 18: N/2
As to the balance of this 100% WI
lease: 12.5% base ▇▇▇.
3% Coral orri*
2. Southern Realty Co., a 20 Mar 1996 100% WI 9624424
corporation; et al 16.67% base ▇▇▇.
3% Conoco orri
Insofar as said lease 2% Coral orri*
covers the following
described lands:
T-18-S, R-19-E
Sec. 26: All
Sec. 27: NW/4NE/4
Sec. 34: N/2NE/4, SE/4NE/4,
NE/4SW/4NE/4
As to the balance of 100% WI
this lease: 16.67% base ▇▇▇.
3% Coral orri*
3. ▇▇▇▇▇▇▇ Land Going Rev. 24 May 1996 100% WI 9621180
Trust 16.67% base ▇▇▇.
▇▇▇▇ and Meta Going Rev. 3% Conoco orri
Trust 2% Coral orri*
Insofar as said lease
covers the following
described lands:
T-19-S, R-19-E
Sec. 13: NE/4NE/4, NE/4SE/
4NE/4
T-19-S, R-20-E
Sec. 18: N/2
As to the balance of 100% WI
of this lease: 16.67% base ▇▇▇.
3% Coral orri*
4. Ferdinand L. L. ▇▇▇▇▇-▇▇▇▇▇, 9 May 1996 100% WI 9610353
et al 12.5% base ▇▇▇.
Insofar as said lease covers 3% Conoco orri
the following described lands: 2% Coral orri*
T-19-S, R-19-E
Sec. 13: NE/4NE/4, NE/4SE/4NE/4
T-19-S, R-20-E
Sec. 18: N/2
As to the balance of this 100% WI
lease: 12.5% base ▇▇▇.
3% Coral orri*
5. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ 5 Aug 1996 100% WI 9621179
▇. ▇▇▇▇▇▇▇▇ 12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
Corrective Memorandum of Oil 13 Jab ▇▇▇▇ ▇▇▇▇▇▇▇
and Gas Lease for Oil and Gas
Lease recorded 10 Oct 1996 at
document no. 9621179 (▇▇▇ ▇.
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇)
6. Case ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. 1 June 1996 100% WI 9621177
Droogh, CoTrustees u/d/t dtd 16.67% base ▇▇▇.
October 1991 3% Conoco orri
▇▇▇▇ ▇. ▇▇▇▇▇▇ 2% Coral orri*
▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Corrective Memorandum of Oil 1 June 1996 9700816
and Gas Lease for Oil and Gas
Lease recorded 10 Oct 1996 at
document no. 9621177 (Case ▇.
▇▇▇▇▇▇, et al)
7. Sacred Heart Corporation, a 30 Dec 1996 100% WI 9700272
California nonprofit religious 16.67% base ▇▇▇.
corporation 3% Conoco orri
2% Coral orri*
Insofar as said lease covers
the following described lands:
T-18-S, R-20-E
Sec. 36: N/2
As to the balance of this 100% WI
lease: 16.67% base ▇▇▇.
2% Coral orri*
8. South Fork Ranch. Inc., a 12 Dec 1996 100% WI 9700271
California corporation 16.67% base ▇▇▇.
3% Conoco orri
Insofar as said lease covers 2% Coral orri*
the following described lands:
T-18-S, R-20-E
Sec. 36: N/2
As to the balance of this 100% WI
lease: 16.67% base ▇▇▇.
3% Coral orri*
9. Transamerica Minerals Company, ▇▇ ▇▇▇▇▇ ▇▇▇% ▇▇ ▇▇▇▇▇▇▇
a California corporation 1996 20% base ▇▇▇.
3% Coral orri*
10. ▇▇▇▇▇▇ ▇▇▇▇▇, et al 13 March 100% WI 9606832
1996 16.67% base ▇▇▇.
3% Coral orri*
11. ▇. ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ 100% WI 9606836
a corporation 12.5% base ▇▇▇.
3% Coral orri*
12. ▇▇▇▇▇▇ Farms Revocable Trust 28 Mar 1996 100% WI 9606835
12.5% base ▇▇▇.
3% Coral orri*
13. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, individually 30 Mar 1996 100% WI 9621178
and as executive rights holder 12.5% base ▇▇▇.
by ▇▇▇▇ ▇. ▇▇▇▇▇, legal 3% Coral orri*
guardian for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
14. ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ 100% WI 9606834
16.67% base ▇▇▇.
3% Coral orri*
*This overriding royalty interest is subject to the terms and provisions
of that certain Joint Venture Agreement ("Joint Venture Agreement")
between Black Coral Limited Liability Company and Ampolex (USA), Inc.,
dated 20 June 1995, as amended. Said Joint Venture Agreement provides for
this overriding royalty to escalate upon the occurrence of certain events,
as described therein and specifically subject to the terms of such Joint
Venture Agreement.
Wildlife and Raven Prospects
Tulare County, California
EXHIBIT "A-3"
Attached to and made a part of that certain Purchase and Sale Agreement
between AMPOLEX (USA), INC., and KESTREL ENERGY CALIFORNIA, INC. and
VICTORIA PETROLEUM USA, INC., dated effective January 1, 1997.
Ampolex
Lease Ampolex Recording
No. Lessor WI/NRI Document #
1. ▇▇▇▇▇▇▇ ▇. ▇▇▇, a married man 100% WI 96-039370
as his sole and separate property 12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2. Verne ▇▇▇▇▇ ▇▇▇▇▇, a widow 100% WI 96-048089
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, a married man 12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
3. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a married woman 100% WI 96-048094
12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
4. Fairway Investment, Inc. 100% WI 96-048092
a Calif. Corp. 16.67% base ▇▇▇.
(note: base royalty
can escalate to 20%,
see addendum to
lease)
3% Conoco orri
2% Coral orri*
5. ▇▇▇▇ ▇▇▇▇▇▇▇, a widow 100% WI 96-048090
12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
6. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, a widow 100% WI 96-065191
12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
7. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a married woman 100% WI 96-065190
12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
8. ▇▇▇▇ ▇. ▇▇▇▇▇, a widower 100% WI 96-065189
12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
9. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a widower 100% WI 96-065188
12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
10. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a married man 100% WI 96-065187
12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
11. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, an unmarried 100% WI 96-065185
woman 12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
12. ▇▇▇▇▇▇ ▇▇▇▇▇▇, a married woman 100% WI 96-065184
12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
13. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a married woman 100% WI 96-065186
12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
14. ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. 100% WI 96-070741
▇▇▇▇▇▇▇▇, wife and husband 12.5% base ▇▇▇.
3% Conoco orri
All portions of this lease EXCEPT 2% Coral orri*
for the following described land:
T-23-S, R-24-E
Sec. 11: SW/4
14A. ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. 100% WI 96-070741
▇▇▇▇▇▇▇▇, wife and husband 12.5% base ▇▇▇.
3% Coral orri*
LIMITED insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
--------------
Sec. 11: SW/4
15. ▇▇▇▇▇▇ & Parsley Producing L.P. 100% WI 96-065183
20% base ▇▇▇.
3% Coral orri*
2205A ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. 100% WI 96-039414
White, husband and wife, said 12.5% base ▇▇▇.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ having acquired 3% Conoco Orri
title as Wm. ▇. ▇▇▇▇▇ 2% Coral orri*
2205B ▇▇▇▇ ▇▇▇▇▇▇ Poel and ▇▇▇▇▇▇ ▇▇▇▇▇▇ 100% WI 96-039367
Poel, husband and wife 12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2205C ▇▇▇▇ ▇. ▇▇▇▇▇▇, a married man 100% WI 96-048095
12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2205D ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a married man as 100% WI 96-039386
his sole and separate property 12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2206A ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, a married man 100% WI 96-039374
as his sole and separate property 12.5% base ▇▇▇.
and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ and 3% Conoco orri
Grace ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2% Coral orri*
2206B ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ 100% WI 96-039416
Portnoff, husband and wife 12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2206C ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ as successor 100% WI 96-039396
Trustee for the ▇▇▇▇▇▇▇ ▇. 12.5% base ▇▇▇.
▇▇▇▇▇▇▇ Living Trust dated 3% Conoco orri
October 20, 1990 2% Coral orri*
2206D Satgur ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ 100% WI 96-039379
▇. ▇▇▇▇▇, husband and wife 12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2209A ▇▇▇▇ Siemens, an unmarried man 100% WI 96-039394
12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2210A ▇▇▇▇ Siemens, an unmarried man 100% WI 96-039392
12.5% base ▇▇▇.
3% Conoco orri
2% Coral orri*
2210B ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. and Toni Nunes, 100% WI 96-039362
husband and wife 12.5% base roy.
3% Conoco orri
2% Coral orri*
2211A John E. Risi and Phyllis Matilda 100% WI 96-039364
Risi, husband and wife, as 12.5% base roy.
Trustees of the John E. Risi 3% Conoco orri
Trust, established May 10, 1976 2% Coral orri*
2211B Marion 0. Howard, a married man 100% WI 96-039358
as his sole and separate property 12.5% base roy..
3% Conoco orri
All portions of this lease EXCEPT 2% Coral orri*
for the following described land:
T-23-S, R-24-E
Sec. 14: NW/4
2211B Marion 0. Howard, a married man 100% WI 96-039358
as his sole and separate property 12.5% base roy.
3% Coral orri*
LIMITED insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
Sec. 14: NW/4
2211C Beverlee M. Schroll, a married 100% WI 96-039404
woman as her sole and separate 12.5% base roy.
property 3% Conoco orri
2% Coral orri*
2211D John Cornelius Vander Poel and 100% WI 96-039366
Nellie Clara Vander Poel, Trustees 12.5% base roy.
of the Vander Poel Family Trust 3% Conoco orri
dated February 17, 1995 2% Coral orri*
All portions of this lease EXCEPT
for the following described land:
T-23-S, R-24-E
Sec. 14: W/2NW/4
2211D John Cornelius Vander Poel and 100% WI 96-039366
Nellie Clara Vander Poel, Trustees 12.5% base roy.
of the Vander Poel Family Trust 3% Coral orri*
dated February 17, 1995
LIMITED insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
Sec. 14: W/2NW/4
2212A Roger F. Hillstrom, a married man 100% WI 96-O39407
as his sole and separate property 12.5% base roy.
3% Conoco orri
All portions of this lease EXCEPT 2% Coral orri*
for the following described land:
T-23-S, R-24-E
Sec. 11: SW/4
2212A Roger F. Hillstrom, a married man 100% WI 96-039407
as his sole and separate property 12.5% base roy.
3% Coral orri*
LIMITED insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
Sec. 11: SW/4
2212B S.A. Camp Ginning Company, a 100% WI 96-039388
California corporation 12.5% base roy.
3% Conoco orri
All portions of this lease EXCEPT 2% Coral orri*
for the following described land:
T-23-S, R-24-E
Sec. 11: SW/4
2212B S.A. Camp Ginning Company, a 100% WI 96-039388
California corporation 12.5% base roy.
3% Coral orri*
LIMITED insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
Sec. 11: SW/4
2212C Geraldine Clausen, a widow 100% WI 96-039371
12.5% base roy.
All portions of this lease EXCEPT 3% Conoco orri
for the following described land: 2% Coral orri*
T-23-S, R-24-E
Sec. 11: SW/4
2212C Geraldine Clausen, a widow 100% WI 96-039371
12.5% base roy.
LIMITED insofar as said lease 3% Coral orri*
covers the following described
lands:
T-23-S, R-24-E
Sec. 11: SW/4
2212D Elizabeth Evans, a widow 100% WI 96-039393
12.5% base roy.
All portions of this lease EXCEPT 3% Conoco orri
for the following described land: 2% Coral orri*
T-23-S, R-24-E
Sec. 11: SW/4
2212D Elizabeth Evans, a widow 100% WI 96-039393
12.5% base roy.
LIMITED insofar as said lease 3% Coral orri*
covers the following described
lands:
T-23-S, R-24-E
Sec. 11: SW/4
2212E Louie Heitzeg, a married man as 100% WI 96-039409
his sole and separate property, 12.5% base roy.
also known as Louie C. Heitzeg 3% Conoco orri
2% Coral orri*
All portions of this lease EXCEPT
for the following described land:
T-23-S, R-24-E
Sec. 11: SW/4
2212E Louie Heitzeg, a married man as 100% WI 96-039409
his sole and separate property, 12.5% base roy.
also known as Louie C. Heitzeg 3% Coral orri*
LIMITED insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
Sec. 11: SW/4
2212F Dale D. Larson, a married man as 100% WI 96-039408
his sole and separate property 12.5% base roy.
3% Conoco orri
All portions of this lease EXCEPT 2% Coral orri*
for the following described land:
T-23-S, R-24-E
Sec. 11: SW/4
2212F Dale D. Larson, a married man as 100% WI 96-039408
his sole and separate property 12.5% base roy.
3% Coral orri*
LIMITED insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
Sec. 11: SW/4
2212G David W. Mutschler, a married man 100% WI 96-039399
as his sole and separate property 12.5% base roy.
3% Conoco orri
All portions of this lease EXCEPT 2% Coral orri*
for the following described land:
T-23-S, R-24-E
Sec. 11: SW/4
2212G David W. Mutschler, a married man 100% WI 96-039399
as his sole and separate property 12.5% base roy.
3% Coral orri*
LIMITED insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
Sec. 11: SW/4
2212H Duane D. Mutschler, a married man 100% WI 96-039398
as his sole and separate property 12.5% base roy.
3% Conoco orri
All portions of this lease EXCEPT 2% Coral orri*
for the following described land:
T-23-S, R-24-E
Sec. 11: SW/4
2212H Duane D. Mutschler, a married man 100% WI 96-039398
as his sole and separate property 12.5% base roy.
3% Coral orri*
LIMITED insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
Sec. 11: SW/4
2212I Darrel P. Mutschler, a married man 100% WI 96-039397
as his sole and separate property 12.5% base roy.
3% Conoco orri
All portions of this lease EXCEPT 2% Coral orri*
for the following described land:
T-23-S, R-24-E
Sec. 11: SW/4
2212I Darrel P. Mutschler, a married man 100% WI 96-039397
as his sole and separate property 12.5% base roy.
3% Coral orri*
LIMITED insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
Sec. 11: SW/4
2212J Charles Taylor, a married man as 100% WI 96-039387
his sole and separate property 12.5% base roy.
3% Conoco orri
All portions of this lease EXCEPT 2% Coral orri*
for the following described land:
T-23-S, R-24-E
Sec. 11: SW/4
2212J Charles Taylor, a married man as 100% WI 96-039387
his sole and separate property 12.5% base roy.
3% Coral orri*
LIMITED insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
Sec. 11: SW/4
2212K Donald J. Larson, a married man 100% WI 96-039406
as his sole and separate property 12.5% base roy.
3% Conoco orri
All portions of this lease EXCEPT 2% Coral orri*
for the following described land:
T-23-S, R-24-E
Sec. 11: SW/4
2212K Donald J. Larson, a married man as 100% WI 96-039406
his sole and separate property 12.5% base roy.
3% Coral orri*
LIMITED insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
Sec. 11: SW/4
2212L Howard T. Heitzeg, a married man 100% WI 96-039400
as his sole and separate property 12.5% base roy.
3% Conoco orri
All portions of this lease EXCEPT 2% Coral orri*
for the following described land:
T-23-S, R-24-E
Sec. 11: SW/4
2212L Howard T. Heitzeg, a married man 100% WI 96-039400
as his sole and separate property 12.5% base roy.
3% Coral orri*
LIMITED insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
Sec. 11: SW/4
2212M Carol M. Seljeseth, an unmarried 100% WI 996-039401
woman as her sole and separate 12.5% base roy.
property, also known as Carol 3% Conoco orri
Seljeseth 2% Coral orri*
All portions of this lease EXCEPT
for the following described land:
T-23-S, R-24-E
Sec. 11: SW/4
2212M Carol M. Seljeseth, an unmarried 100% WI 996-039401
woman as her sole and separate 12.5% base roy.
property, also known as Carol 3% Coral orri*
Seljeseth
LIMITED insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
Sec. 11: SW/4
2212N Dirk Taylor also known as J. Dirk 100% WI 96-048091
Taylor, a married man 12.5% base roy.
3% Conoco orri
All portions of this lease EXCEPT 2% Coral orri*
for the following described land:
T-23-S, R-24-E
Sec. 11: SW/4
2212N Dirk Taylor also known as J. Dirk 100% WI 96-048091
Taylor, a married man 12.5% base roy.
3% Coral orri*
LIMITED insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
Sec. 11: SW/4
2212O Michal Taylor, a single woman 100% WI 96-048093
12.5% base roy.
All portions of this lease EXCEPT 3% Conoco orri
for the following described land: 2% Coral orri*
T-23-S, R-24-E
Sec. 11: SW/4
22120 Michal Taylor, a single woman 100% WI 96-048093
12.5% base roy.
LIMITED insofar as said lease 3% Coral orri*
covers the following described
lands:
T-23-S, R-24-E
Sec. 11: SW/4
2228 Sam A. White and Esther White, 100% WI 96-039417
husband and wife 12.5% base roy.
3% Conoco orri
2% Coral orri*
2229 William S. Walker as Trustee of 100% WI 96-039361
the William S. Walker Revocable 12.5% base roy.
Trust and Sharon J. Walker as 3% Coral orri*
Trustee of the Sharon J. Walker
Revocable Trust
2232A Doris J. Williams, Trustee of the 100% WI 96-039357
Testamentary Trust created under 12.5% base roy.
the Will of James Doyle Williams, 3% Conoco orri
deceased for the benefit of Doris 2% Coral orri*
J. Williams and Doris J. Williams
as Trustee of the Doris J. Williams
Revocable Living Trust dated
September 20, 1993
2232B Betty Valoff, a married woman as 100% WI 96-039413
her sole and separate property, 12.5% base roy.
an heir of William Kalpakoff, 3% Conoco orri
deceased and Hazel Kalpakoff, 2% Coral orri*
deceased
2232C T. A. Davis 100% WI 96-039373
12.5% base roy.
3% Conoco orri
2% Coral orri*
2232D Frances Stupin, a widow, an heir 100% WI 96-039405
of William Kalpakoff, deceased and 12.5% base roy.
Hazel Kalpakoff, deceased 3% Conoco orri
2% Coral orri*
2239A Aldo Emilio Risi and Cecelia 100% WI 96-039365
Annette Risi, as Trustees of the 12.5% base roy.
Aldo E. Risi and Cecelia A. Risi 3% Conoco orri
Living Trust dated April 26, 1991 2% Coral orri*
All portions of this lease EXCEPT
for the following described land:
T-23-S, R-24-E
Sec. 13: NE/4
2239A Aldo Emilio Risi and Cecelia 100% WI 96-039365
Annette Risi, as Trustees of the 12.5% base roy.
Aldo E. Risi and Cecelia A. Risi 3% Coral orri*
Living Trust dated April 26, 1991
LIMITED insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
Sec. 13: NE/4
2240A Betty J. Garman, a widow 100% WI 96-039368
12.5% base roy.
3% Conoco orri
2% Coral orri*
2240B Dorothy Raymond, a widow 100% WI 96-039369
12.5% base roy.
3% Conoco orri
2% Coral orri*
2241A Ashley S. Orr and Nancy M. 100% WI 96-039390
Orr, Trustees of the A and N 12.5% base roy.
Orr Living Trust 3% Coral orri*
2241B Edgar R. Orr and Betty B. 100% WI 96-039391
Orr, Trustees of the Edgar R. 12.5% base roy.
Orr and Betty B. Orr Living Trust 3% Coral orri*
2242 Joe E. Kasiner, Sr. and Dorothy 100% WI 96-039360
Kasiner, husband and wife 12.5% base roy.
3% Conoco orri
2% Coral orri*
2243 Smith A. Ellis, an unmarried man 100% WI 96-039359
12.5% base roy.
3% Conoco orri
2% Coral orri*
2244A Laurence S. Davis, a single man 100% WI 96-039363
12.5% base roy.
3% Conoco orri
2% Coral orri*
2245 Robert T. Burson, a married man 100% WI
as his sole and separate property, 12.5% base roy.
James M. Burson and Ruth M. 3% Conoco orri
Burson, Trustees of the James M. 2% Coral orri*
Burson and Ruth M. Burson 1991 Trust
established April 17, 1991.
Original Counterpart 96-039410
Counterpart-A 96-039411
2246A Joan King, a married woman as her 100% WI 96-039412
sole and separate property 12.5% base roy.
3% Conoco orri
2% Coral orri*
2246B Pauline Duer, a married woman as 100% WI 96-039385
her sole and separate property 12.5% base roy.
3% Conoco orri
2% Coral orri*
2246C James D. McCracken, an unmarried 100% WI 96-039378
man 12.5% base roy.
3% Conoco orri
2% Coral orri*
2246D Irene Sapp, an unmarried woman 100% WI 96-039403
12.5% base roy.
3% Conoco orri
2% Coral orri*
2246E Robert D. Lohrei, sole heir of 100% WI 96-039384
Georgia McCracken, deceased 12.5% base roy.
3% Conoco orri
2% Coral orri*
2246F Iola M. Nixon, an unmarried woman 100% WI 96-039402
12.5% base roy.
3% Conoco orri
2% Coral orri*
2246G Ivan J. Ramsey, a married man as 100% WI 96-039372
his sole and separate property 12.5% base roy.
and Karl Ramsey, a married man 3% Conoco orri
as his sole and separate as 2% Coral orri*
property
2246H Verlin C. Weaver, an unmarried man 100% WI 96-039389
12.5% base roy.
3% Conoco orri
2% Coral orri*
2246I Clarence R. Weaver, a married man 100% WI 96-048096
12.5% base roy.
3% Conoco orri
2% Coral orri*
2246J David James Weaver, a married man 100% WI 96-039382
as his sole and separate property 12.5% base roy.
3% Conoco orri
2% Coral orri*
2246K Kinnie Clifford Davis, heir of the 100% WI 96-039377
Estate of Rosa Davis deceased, a 12.5% base roy.
single man 3% Conoco orri
2% Coral orri*
2246L Gordon Lee Conner, a single man 100% WI 96-039376
an heir of the Estate of Barbara 12.5% base roy;
Ellen Connors, deceased who was an 3% Conoco orri
heir of the Estate of Martha Ellen 2% Coral orri*
Jones, deceased
2246M Nancy Cypert, an unmarried woman, 100% WI 96-039375
an heir of the Estate of Barbara 12.5% base roy.
Ellen Connors, deceased who was an 3% Conoco orri
heir of the Estate of Martha Ellen 2% Coral orri*
Jones, deceased
2246N Melva Choate, an unmarried woman 100% WI 96-039383
12.5% base roy.
3% Conoco orri
2% Coral orri*
22460 Richard W. Jones, a married man as 100% WI 96-039395
his sole and separate property, an 12.5% base roy.
heir to the Estate of Martha Ellen 3% Conoco orri
Jones 2% Coral orri*
2273A Garnet R. Batti, also known as 100% WI 96-039415
Garnet B. Batti and Rome Batti, 12.5% base roy
husband and wife; Garnet R. Batti, 3% Conoco orri
also known as Garnet B. Batti, a 2% Coral orri*
married woman as her separate
property
All portions of this lease EXCEPT
for the following described land:
T-23-S, R-24-E
Sec. 12: SE/4
2273A Garnet R. Batti, also known as 100% WI 96-039415
Garnet B. Batti and Rome Batti, 12.5% base roy.
husband and wife; Garnet R. Batti, 3% Coral orri*
also known as Garnet B. Batti, a
married woman as her separate
property
LIMITED Insofar as said lease
covers the following described
lands:
T-23-S, R-24-E
Sec. 12: SE/4
2273B Crystal 0. Mills, a widow 100% WI 96-039381
12.5% base roy.
All portions of this lease EXCEPT 3% Conoco orri
for the following described land: 2% Coral orri*
T-23-S, R-24-E
Sec. 12: SE/4
2273B Crystal 0. Mills, a widow 100% WI 96-039381
12.5% base roy.
LIMITED insofar as said lease 3% Coral orri*
covers the following described
lands:
T-23-S, R-24-E
Sec. 12: SE/4
2273C Nancy G. Hise, an unmarried woman 100% WI 96-039380
12.5% base roy.
All portions of this lease EXCEPT 3% Conoco orri
for the following described land: 2% Coral orri*
T-23-S, R-24-E
Sec. 12: SE/4
2273C Nancy G. Hise, an unmarried woman 100% WI 96-039380
12.5% base roy.
LIMITED insofar as said lease 3% Coral orri*
covers the following described
lands:
T-23-S, R-24-E
Sec. 12: SE/4
76. Transamerica Minerals Company, a 100% WI 97-000948
California corporation 20% base roy.
3% Conoco orri
2% Coral orri*
77. Dayle E. Rushing and/or Jeanette 100% WI 97-000847
M. Rushing, as Trustees of the 20% base roy.
Dayle E. and Jeanette M. Rushing 3% Conoco orri
Family Trust 2% Coral orri*
78. Mobil Oil Corporation 100% WI 97-003259
16.67% base roy.
3% Conoco orri
2% Coral orri*
*This overriding royalty interest is subject to the terms and provisions
of that certain Joint Venture Agreement ("Joint Venture Agreement")
between Black Coral Limited Liability Company and Ampolex (USA), Inc.,
dated 20 June 1995, as amended. Said Joint Venture Agreement provides for
this overriding royalty to escalate upon the occurrence of certain events,
as described therein and specifically subject to the terms of such Joint
Venture Agreement.
EXHIBIT "B"
Attached to and made a part of that certain Purchase and Sale Agreement
between AMPOLEX (USA), INC., and KESTREL ENERGY CALIFORNIA, INC. and
VICTORIA PETROLEUM USA, INC., dated effective January 1, 1997.
Title of Agreement or Contract Parties
1. Joint Venture Agreement dated June 20, Black Coral Limited Liability
1995, as amended November 17, 1995; Company and Ampolex (USA),
May 15, 1996; August 22, 1996; August Inc.
27, 1996; and November 27, 1996.
2. Ratification and Joinder of Agreement Conoco Inc. and Black Coral
executed by Ampolex (USA), Inc. on Limited Liability Company
August 15, 1995 of Joint Venture
Agreement #3 dated July 12, 1995.
3. Ratification and Joinder of Agreement Conoco Inc. and Black Coral
executed by Ampolex (USA), Inc. on Limited Liability Company
August 27, 1996 of Joint Venture
Agreement #2 dated July 12, 1995
LIMITED in areal extent to those lands
within the Ampolex-Black Coral Area of
Mutual Interest, as amended.
4. Letter Agreement dated September 2, Mobil Exploration & Producing
1996 from Mobil Exploration & U.S. Inc. and Ampolex (USA),
Producing U.S. Inc. to Ampolex (USA), Inc.
Inc. granting a first right of refusal
to purchase an oil and gas lease
covering 865.40 acres, more or less,
in Kern County, California (Goose
Lake Prospect).
5. Confidentiality Agreement dated Enron Oil & Gas Company,
September 24, 1996 for Enron's Turk Black Coral Limited Liability
Anticline Area in Fresno County, Company, and Ampolex (USA),
California. Inc.
6. Ampolex Letter Agreement dated October Ampolex (USA), Inc., Black
8, 1996 amending the August 27, 1996 Coral Limited Liability
amendatory letter agreement between Company, and Lario Oil & Gas
Ampolex (USA), Inc. and Black Coral Company
Limited Liability Company regarding
the acquisition of 3-D seismic by Lario
Oil & Gas in the Liberty Ditch/Murphy
Slough prospect area, Fresno & Kings
Counties, California.
Title of Agreement or Contract Parties
7. Geophysical Data Licensing Agreement Ampolex (USA), Inc. and Black
dated September 30, 1996 regarding the Coral Limited Liability
acquisition of 3-D seismic by Lario Oil Company as Licensees, and
& Gas in the Liberty Ditch/Murphy Slough Lario Oil & Gas Company, as
prospect area, Fresno & Kings Counties, Licensor
California.
8. Confidentiality and Non-Compete Ampolex (USA), Inc. and Black
Agreement dated September 5, 1996 for Coral Limited Liability
the Liberty Ditch/Murphy Slough Area in Company (disclosing parties),
Fresno and Kings Counties, California. and Equity Oil Company
(receiving party).
9. Confidentiality and Non-Compete Ampolex (USA), Inc. and Black
Agreement dated September 10, 1996 Coral Limited Liability
for the Liberty Ditch/Murphy Slough Company (disclosing parties),
Area in Fresno and Kings Counties, and Lario Oil and Gas
California. Company (receiving Party)
10. Noncompetitive Federal "Over-
The- James B. Lynn, as agent for
Counter" Offer No. CACA 36898 dated Ampolex (USA), Inc.
stamped "received" May 13, 1996 by
the California State Office, Bureau
of Land Management covering federally-
owned minerals underlying Sections 28
and 33, T18S-R19E and Section 4,
T19S-R19E, in Kings County, California
(West Lemoore prospect).
EXHIBIT C
LIST OF NON-PROPRIETARY DATA
Seismic 2D data
A. S.E.I. seismic line SEI-805
B. S.E.I. Spec (formerly Western Geophysical's data)
C. Texaco - two (2) lines
D. Geoone - 48 miles
E. Echo Geophysical - The State of California Seismatch program
Geologic data
A. Landgrid for San Joaquin Basin
B. Southern San Joaquin Geological Database provided by QuantStrat
Inc.
C. Digital well information from 13S 15E - 13SS 26E &
10N 24W - 10N 18W
EXHIBIT D
ALLOCATION SCHEDULE
Prospect Name Allocated Value Approximate Net Acres Value ($)/net acre
Goose Lake $300,000 7636$ 39.29
West Lemoore $250,000 6546$ 38.19
Raven $75,000 1108$ 67.69
Wildlife $50,000 2713$ 18.43
Remaining Prospects $325,000
Including but not
limited to:
Cross Creek
Tweetie
Tom
Jerry
Wasco
Lost Hills
Zachary/Taylor
Guiness
Pintail
Mudhen
Moveables $50,000
Total Allocated
Price: $1,050,000
EXHIBIT E
PERMITTED ENCUMBRANCES
The term "Permitted Encumbrances," as used herein, shall mean:
(1) lessors' royalties, overriding royalties, division orders, sales
contracts, unitization and pooling designations and agreements,
reversionary interests and similar burdens if the net cumulative effect of
such burdens does not operate to reduce the revenue interests of any of
the interests to less than the Revenue Interests set forth in Exhibit A;
(2) preferential rights to purchase and required third-party consents to
assignments and similar agreements with respect to which (i) waivers or
consents are obtained from the appropriate parties, (ii) the appropriate
time period for asserting such rights has expired without an exercise of
such rights, (iii) arrangements can be made by Purchaser and Sellers to
allow Purchaser to receive substantially the same economic benefits as if
all such waivers and consents had been obtained, (iv) such consent need
not be obtained prior to an assignment, or (v) failure to obtain such
consent will not have a material adverse effect on the value of the
affected Interests to Purchaser;
(3) all rights to consent by, required notices to, filings with, or other
actions by governmental or entities in connection with the sale or
conveyance of oil and gas leases or interests therein if the same are
customarily obtained subsequent to such sale or conveyance;
(4) rights of reassignment providing for reassignment elections prior to
relinquishment;
(5) easements, rights of way, servitudes, permits, surface leases and
other rights in respect of surface operations, pipelines, grazing,
logging, canals, ditches, reservoirs or the like; and easements for
streets, alleys, highways, pipelines, telephone lines, power lines,
railways and other easements and rights of way, on, over or in respect of
any of the Interests to the extent that all of the foregoing do not have a
material adverse effect on the operation, use o value of the affected
Interests by or to Purchaser;
(6) all other liens, charges, encumbrances, contracts, agreements,
instruments, obligations, defects and irregularities affecting the
Interests (including, without limitation, liens of operators relating to
obligations not yet due or pursuant to which Sellers are not in default)
that are not such as to interfere materially with the operation, value or
use of the affected Interests;
(7) such Title Defects (as defined in Section 6.03) or other matters as
Purchaser has waived pursuant to the terms of this Agreement;
(8) the terms and conditions of all agreements, orders, instruments,
documents and other matters described in or referred to by this Agreement
and Exhibits attached hereto, including, but not limited to, the Black
Coral Joint Venture Agreement dated June 20, 1995, as amended;
(9) rights reserved to or vested in any municipality or governmental,
statutory or public authority to control or regulate any of the interests
in any manner, and all applicable laws, rules and orders of government and
authorities.
EXHIBIT F
CONFIDENTIALITY NON COMPETE AGREEMENTS
Attached to and made part of the Purchase and Sale Agreement between
Ampolex (USA), Inc. and Kestrel Energy California, Inc. and Victoria
Petroleum USA, Inc., are copies of certain agreements between Ampolex
(USA), Inc. and the following:
1.) Barrett Resources Corporation, dated November 14, 1996;
2.) Ballard and Associates, Inc., dated November 8, 1996;
3.) Celcius Energy Company, dated November 12, 1996;
4.) Flying J Oil & Gas, Inc. dated November 8, 1996;
5.) JHS Energy, dated November 15, 1996;
6.) Gulf Canada Resources Limited, dated November 12, 1996;
7.) Samedan Oil Corporation, dated November 14, 1996;
8.) Tower Energy Corporation, dated November 19, 1996;
9.) Westport Oil and Gas, dated November 13, 1996;
10.) Medallion Exploration, dated November 14, 1996;
11.) Gotland Oil, Inc., dated January 7, 1997;
12.) Lario Oil & Gas Company, dated January 8, 1997;
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT, entered into this the 14th day of Nov. 1996, by and
between Ampolex (USA), Inc., a corporation organized and existing under
the laws of Texas (hereinafter referred to as the "Disclosing Party") and
Barrett Resources Corporation, a corporation organized and existing under
the laws of Delaware (hereinafter referred to as the "Receiving Party").
1. In connection with the evaluation and the possible acquisition by the
Receiving Party of certain petroleum exploration and production interests
located in the United States as more fully described in Exhibits A-1 and A-
2 attached hereto and made a part hereof (hereinafter referred to as the
"Area") the Disclosing Party is willing, in accordance with the terms and
conditions of this Agreement, to disclose to the Receiving Party certain
confidential information which is proprietary, relating to the Area which
includes, but is not necessarily limited to, geological and geophysical
data, maps, models and interpretations and may also include commercial,
contractual and financial information whether written or oral (hereinafter
referred to as the "Confidential Information"). In no event shall the
Receiving Party be entitled to make or receive photocopies or
reproductions (whether digital or electronic) of such Confidential
Information except to the extent that the Disclosing Party, in its sole
discretion, issues written authorization permitting same.
2. In consideration of the disclosure referred to in Paragraph 1 hereof,
the Receiving Party agrees that the Confidential Information shall be kept
strictly confidential and shall not be sold, traded, published or
otherwise disclosed to anyone in any manner whatsoever, including by means
of photocopy or reproduction, without the Disclosing Party's prior written
consent, except as provided in Paragraphs 3, 4 and 5 below.
3. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent only to the extent such
information.
(a) is already known to the Receiving party as of the date of
disclosure hereunder,
(b) is already in possession of the public or becomes available to
the public other than through the act or omission of the Receiving Party;
(c) is required to be disclosed under applicable law or by a
governmental order, decree, regulation or rule (provided that the
Receiving Party shall give written notice to the Disclosing Party prior to
such disclosure); or
(d) is acquired independently from a third party that represents
that it has the right to disseminate such information at the time it is
acquired by the Receiving Party.
4. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent to an Affiliated Company (as
hereinafter defined), provided that the Receiving Party guarantees the
adherence of such Affiliated Company to the terms of this Agreement.
"Affiliated Company" shall mean any company or legal entity which (a)
controls either directly or indirectly a Receiving Party, or (b) which is
controlled directly or indirectly by such Receiving Party, or (c) is
directly or indirectly controlled by a company or entity which directly or
indirectly controls such Receiving Party. "Control" means the right to
exercise 50% or more of the voting rights in the appointment of the
directors of such company.
5. The Receiving Party shall be entitled to disclose the Confidential
Information without the Disclosing Party's prior written consent to such
of the following persons who have a clear need to know in order to
evaluate the Area:
(a) employees, officers and directors of the Receiving Party;
(b) employees, officers and directors of an Affiliated Company
(c) any professional consultant or agent retained by the Receiving
Party for the purpose of evaluating the Confidential Information; or
(d) any bank financing Receiving Party's participation in the Area,
including any professional consultant retained by such bank for the
purpose of evaluating the Confidential Information.
Prior to making any such disclosures to persons under subparagraphs
(c) and (d) above, however, the Receiving Party shall obtain a written
undertaking of confidentiality, in the same form and content as this
Agreement, from each such person.
6. The Receiving Party and its Affiliated Companies, if any, shall only
use or permit the use of the Confidential Information disclosed under
Paragraphs 4 and 5 above to evaluate the Area and determine whether to
enter into negotiations concerning the acquisition of all or part of the
Disclosing Party's rights in the Area.
The Receiving Party and its Affiliated Companies shall not, during
the term hereof, acquire any rights or otherwise seek to compete with
Disclosing Party in the Area without Disclosing Party's prior written
consent. In the event the Receiving Party and its Affiliated Companies
acquire any rights in the Area during the term hereof other than the
Disclosing Party's rights as provided in Paragraph 9 below, it shall
promptly assign such rights at cost to the Disclosing Party.
7. The Receiving Party shall be responsible for ensuring that all
persons to whom the Confidential Information is disclosed under this
Agreement shall keep such information confidential and shall not disclose
or divulge the same to any unauthorized person. Neither Party shall be
liable in an action initiated by one against the other for special,
indirect or consequential damages resulting from or arising out of this
Agreement, including, without limitation, loss of profit or business
interruptions, however same may be caused.
8. The Confidential Information shall remain the property of the
Disclosing Party, and the Disclosing Party may demand the return thereof
at any time upon giving written notice to the Receiving Party. Within 30
days of receipt of such notice, the Receiving Party shall return all of
the original confidential Information and shall destroy all copies and
reproductions (both written and electronic) in its possession and in the
possession of persons to whom it was disclosed pursuant to Paragraphs 4
and 5 hereof.
9. If the Receiving Party acquires any of the Disclosing Party's rights
in the Area, then this Agreement shall terminate automatically on the date
the Receiving Party enters into a further agreement which contains
provisions covering the confidentiality of data in the Area. Unless
earlier terminated under the preceding sentence, the confidentiality
obligations set forth in this Agreement shall terminate one year after the
date of this Agreement.
10. The Disclosing Party hereby represents and warrants that it has the
right and authority to disclose the Confidential Information to the
Receiving Party. However, the Disclosing Party, its subsidiaries,
Affiliated Companies and their officers, directors and employees make no
representations or warranties, express or implied, as to the quality,
accuracy or completeness of the information disclosed hereunder or the
ability of the properties to produce. The information provided hereunder
contains estimates reflecting various assumptions concerning anticipated
results, and may or may not prove to be correct. The Disclosing Party its
subsidiaries, Affiliated Companies and their officers, directors and
employees shall have no liability whatsoever with respect to the use of,
or reliance upon such information, or for any omissions from same. The
Receiving Party expressly acknowledges the inherent risk of error in the
acquisition, processing and interpretation of geological and geophysical
data. Any descriptions of documents disclosed hereunder do not purport to
be complete statements thereof, and are qualified and subject to the
detailed provisions of such documents. In all cases, the Receiving Party
should conduct its own investigation and analysis of the Confidential
Information.
11. (a) This Agreement shall be governed by and interpreted in
accordance with the substantive and procedural laws of the State of
Colorado.
(b) Any dispute arising out of or relating to this Agreement,
including any question regarding its existence, validity or termination,
which cannot be amicably resolved by the Parties, shall be settled before
three arbitrators, one to be appointed by each Party and the two so
appointed shall appoint the third arbitrator, in accordance with the
Arbitration Rules of the American Arbitration Association in Denver,
Colorado, and judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof. A dispute shall be
deemed to have arisen when either Party notifies the other Party in
writing to that effect.
12. Unless otherwise expressly agreed to in writing, any prior or future
proposals or offers made in the course of the Parties' discussions are
implicitly subject to all necessary management and government approvals
and may be withdrawn by either at any time. Nothing contained herein is
intended to confer upon the Receiving Party any right whatsoever to the
Disclosing Party's interest in the Area.
13. No amendments, changes or modifications to this Agreement shall be
valid except if the same are in writing and signed by a duly authorized
representative of each of the Parties herein.
14. This Agreement comprises the full and complete agreement of the
Parties hereto with respect to the disclosure of the Confidential
Information and supersedes and cancels all prior communications,
understandings and agreements between the Parties hereto, whether written
or oral, expressed or implied.
IN WITNESS WHEREOF, the duly authorized representatives of the Parties
have caused this Agreement to be executed on the date first written above.
DISCLOSING PARTY
AMPOLEX (USA), INC.
By: /s/
Title: Team Leader, North America
RECEIVING PARTY
BARRETT RESOURCES CORPORATION
By: /s/ Joseph P. Barrett
Joseph P. Barrett
Title: Vice President, Land
Exhibit A2 *
The following table lists the township and ranges which are consider to be
the exploration areas included in the confidentiality agreement under
paragraph 1.
California
San Joaquin Basin
14S 15E to 21E
15S 15E to 22E
16S 15E to 23E
17S 15E to 24E
18S 15E to 24E
19S 15E to 25E
20S 15E to 25E
21S 15E to 27E
22S 15E to 28E
23S 15E to 28E
24S 15E to 28E
25S 17E to 28E
26S 17E to 28E
27S 17E to 29E
28S 17E to 29E
29S 17E to 30E
30S 17E to 30E
Utah
Paradox Basin
21S 15E to 18E
22S 15E to 18E
23S 17E to 18E
24S 17E to 19E
25S 18E to 20E
26S 18E to 21E
27S 19E to 21E
28S 20E to 23E
29S 21E to 24E
30S 20E to 24E
North Dakota
Williston Basin
153N 91W to 87W
152N 92W to 88W
151N 93W to 89W
150N 94W to 90W
149N 95W to 91W
* There is no Exhibit A1 to this Agreement.
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT, entered into this the 8th day of November, 1996, by and
between Ampolex (USA), Inc., a corporation organized and existing under
the laws of Texas (hereinafter referred to as the "Disclosing Party") and
Ballard and Associates, Inc., a corporation organized and existing under
the laws of Montana (hereinafter referred to as the "Receiving Party").
1. In connection with the evaluation and the possible acquisition by the
Receiving Party of the Disclosing Party's Corporation and/or certain
petroleum exploration and production interests located in the United
States as more fully described in Exhibits A-1 and A-2 attached hereto and
made a part hereof (hereinafter referred to as the "Area") the Disclosing
Party is willing, in accordance with the terms and conditions of this
Agreement, to disclose to the Receiving Party certain confidential
information which is proprietary, relating to the Area which includes, but
is not necessarily limited to, geological and geophysical data, maps,
models and interpretations and may also include commercial, contractual
and financial information whether written or oral (hereinafter referred to
as the "Confidential Information"). In no event shall the Receiving Party
be entitled to make or receive photocopies or reproductions (whether
digital or electronic) of such Confidential Information except to the
extent that the Disclosing Party, in its sole discretion, issues written
authorization permitting same.
2. In consideration of the disclosure referred to in Paragraph 1 hereof,
the Receiving Party agrees that the Confidential Information shall be kept
strictly confidential and shall not be sold, traded, published or
otherwise disclosed to anyone in any manner whatsoever, including by means
of photocopy or reproduction, without the Disclosing Party's prior written
consent, except as provided in Paragraphs 3,4 and 5 below.
3. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent only to the extent such
information.
(a) is already known to the Receiving Party as of the date of
disclosure hereunder;
(b) is already in possession of the public or becomes available to
the public other than through the act or omission of the Receiving Party;
(c) is required to be disclosed under applicable law or by a
governmental order, decree, regulation or rule (provided that the
Receiving Party shall give written notice to the Disclosing Party prior to
such disclosure); or
(d) is acquired independently from a third party that represents that
it has the right to disseminate such information at the time it is
acquired by the Receiving Party.
4. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent to an Affiliated Company (as
hereinafter defined), provided that the Receiving Party guarantees the
adherence of such Affiliated Company to the terms of this Agreement.
"Affiliated Company" shall mean any company or legal entity which (a)
controls either directly or indirectly a Receiving Party, or (b) which is
controlled directly or indirectly by such Receiving Party, or (c) is
directly or indirectly controlled by a company or entity which directly or
indirectly controls such Receiving Party. "Control" means the right to
exercise 50% or more of the voting rights in the appointment of the
directors of such company.
5. The Receiving Party shall be entitled to disclose the Confidential
Information without the Disclosing Party's prior written consent to such
of the following persons who have a clear need to know in order to
evaluate the Area:
(a) employees, officers and directors of the Receiving Party;
(b) employees, officers and directors of an Affiliated Company;
(c) any professional consultant or agent retained by the Receiving
Party for the purpose of evaluating the Confidential Information; or
(d) any bank financing Receiving Party's participation in the Area,
including any professional consultant retained by such bank for the
purpose of evaluating the Confidential Information.
Prior to making any such disclosures to persons under subparagraphs (c)
and (d) above, however, each such party shall agree to be bound by the
confidentiality provisions from this Agreement The Receiving Party shall
be bound to handle said disclosure according to the confidentiality
provisions of this agreement.
6. The Receiving Party and its Affiliated Companies, if any, shall only
use or permit the use of the Confidential Information disclosed under
Paragraphs 4 or 5 above to evaluate the Area and determine whether to
enter into negotiations concerning the acquisition of all or part of the
Disclosing Party's rights in the Area.
The Receiving Party and its Affiliated Companies shall not, during the
term hereof, use the Confidential Information to acquire any rights in the
Area. In the event the Receiving Party and/or its Affiliated Companies
acquire any such rights in the Area through the use of the Confidential
Information during the term hereof other than the Disclosing Party's
rights as provided in Paragraph 9 below, it shall promptly assign such
rights at cost to the Disclosing Party.
7. The Receiving Party shall be responsible for ensuring that all
persons to whom the Confidential Information is disclosed under this
Agreement shall keep such information confidential and shall not disclose
or divulge the same to any unauthorized person. Neither Party shall be
liable in an action initiated by one against the other for special,
indirect or consequential damages resulting from or arising out of this
Agreement, including, without limitations loss of profit or business
interruptions, however same may be caused.
8. The Confidential Information shall remain the property of the
Disclosing Party, and the Disclosing Party may demand the return thereof
at any time upon giving written notice to the Receiving Party. Within 30
days of receipt of such notice, the Receiving Party shall return all of
the original confidential Information and shall destroy all copies and
reproductions (both written and electronic) in its possession and in the
possession of persons to whom it was disclosed pursuant to Paragraphs 4
and 5 hereof.
9. If the Receiving Party acquires any of the Disclosing Party's rights
in the Area, then this Agreement shall terminate automatically on the date
the Receiving Party enters into a further agreement which contains
provisions covering the confidentiality of data in the Area. Unless
earlier terminated under the preceding sentence, the confidentiality
obligations set forth in this Agreement shall terminate six months after
the date of this Agreement.
10. The Disclosing Party hereby represents and warrants that it has the
right and authority to disclose the Confidential Information to the
Receiving Party. However, the Disclosing Party, its subsidiaries,
Affiliated Companies and their officers, directors and employees make no
representations or warranties, express or implied, as to the quality,
accuracy or completeness of the information disclosed hereunder or the
ability of the properties to produce. The information provided hereunder
contains estimates reflecting various assumptions concerning anticipated
results, and may or may not prove to be correct. The Disclosing Party its
subsidiaries, Affiliated Companies and their officers, directors and
employees shall have no liability whatsoever with respect to the use of,
or reliance upon such information, or for any omissions from same. The
Receiving Party expressly acknowledges the inherent risk of error in the
acquisition, processing and interpretation of geological and geophysical
data. Any descriptions of documents disclosed hereunder do not purport to
be complete statements thereof, and are qualified and subject to the
detailed provisions of such documents. In all cases, the Receiving Party
should conduct its own investigation and analysis of the
Confidential Information.
11. (a) This Agreement shall be governed by and interpreted in
accordance with the substantive and procedural laws of the State of
Colorado.
(b) Any dispute arising out of or relating to this Agreement,
including any question regarding its existence, validity or termination,
which cannot be amicably resolved by the Parties, shall be settled before
three arbitrators, one to be appointed by each Party within fourteen days
after one party notifies the other of its desire to arbitrate and the two
so appointed shall appoint the third arbitrator within thirty days after
the last of the first two arbitrators are appointed, in accordance with
the Arbitration Rules of the American Arbitration Association in Denver,
Colorado, and judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof. The arbitrators shall
issue a decision within ninety days after appointment of the third
arbitrator. A dispute shall be deemed to have arisen when either Party
notifies the other Party in writing to that effect.
12. Unless otherwise expressly agreed to in writing, any prior or future
proposals or offers made in the course of the Parties' discussions are
implicitly subject to all necessary management and government approvals
and may be withdrawn by either at any time. Nothing contained herein is
intended to confer upon the Receiving Party any right whatsoever to the
Disclosing Party's interest in the Area.
13. No amendments, changes or modifications to this Agreement shall be
valid except if the same are in writing and signed by a duly authorized
representative of each of the Parties herein.
14. This Agreement comprises the full and complete agreement of the
Parties hereto with respect to the disclosure of the Confidential
Information and supersedes and cancels all prior communications,
understandings and agreements between the Parties hereto, whether written
or oral, expressed or implied.
IN WITNESS WHEREOF, the duly authorized representatives of the Parties
have caused this Agreement to be executed on the date first written above.
DISCLOSING PARTY
By: /s/
Title: Team Leader, North America
RECEIVING PARTY
By: /s/ H. J. Kagie
H.J. Kagie
Title: Vice President of Acquisitions,
Engineering and Operations
David P. Stimack
Certified Professional Landman
November 12, 1996
Leslie A. Burget
BALLARD & ASSOCIATES, INC.
518 Seventeenth, Suite 400
Denver, Colorado 80202
RE: CONFIDENTIAL ACQUISITION
Ampolex (USA), Inc.
Dear Leslie:
Whereas, reference is made to that certain Confidentiality Agreement,
dated November 8, 1996, between Ampolex (USA), Inc., as Disclosing Party
and Ballard and Associates, Inc., as Receiving Party.
Pursuant to paragraph 5(c) thereof, any professional consultant retained
by Receiving Party must agree to be bound by the terms of such Agreement.
Therefore, please be advised, that the undersigned do hereby ratify and
adopt the conditions set forth in such Agreement as though each of the
undersigned had executed same.
Very truly yours,
JERRY P. HILL, INC.
David P. Stimack, C.P.L. Jerry P. Hill, C.P.L.
1580 Lincoln Street, Suite 650 . Denver, Colorado 80203 . (303) 837-0500
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT, entered into this the 12 day of November, 1996, by and
between Ampolex (USA), Inc., a corporation organized and existing under
the laws of Texas (hereinafter referred to as the "Disclosing Party") and
Celsius Energy Company, a corporation organized and existing under the
laws of Nevada (hereinafter referred to as the "Receiving Party").
1. In connection with the evaluation and the possible acquisition by the
Receiving Party of certain petroleum exploration and production interests
located in the United States as more fully described in Exhibits A-1 and A-
2 attached hereto and made a part hereof (hereinafter referred to as the
"Area") the Disclosing Party is willing, in accordance with the terms and
conditions of this Agreement, to disclose to the Receiving Party certain
confidential information which is proprietary, relating to the Area which
includes, but is not necessarily limited to, geological and geophysical
data, maps, models and interpretations and may also include commercial,
contractual and financial information whether written or oral (hereinafter
referred to as the "Confidential Information"). In no event shall the
Receiving Party be entitled to make or receive photocopies or
reproductions (whether digital or electronic) of such Confidential
Information except to the extent that the Disclosing Party, in its sale
discretion, issues written authorization permitting same.
2. In consideration of the disclosure referred to in Paragraph 1 hereof,
the Receiving Party agrees that the Confidential Information shall be kept
strictly confidential and shall not be sold, traded, published or
otherwise disclosed to anyone in any manner whatsoever, including by means
of photocopy or reproduction, without the Disclosing Party's prior written
consent, except as provided in Paragraphs 3, 4 and 5 below.
3. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent only to the extent such
information.
(a) is already known to the Receiving Party as of the date of
disclosure hereunder,
(b) is already in possession of the public or becomes available to
the public other than through the act or omission of the Receiving Party;
(c) is required to be disclosed under applicable law or by a
governmental order, decree, regulation or rule (provided that the
Receiving Party shall give written notice to the Disclosing Party prior to
such disclosure); or
(d) is acquired independently from a third party that represents that
it has the right to disseminate such information at the time it is
acquired by the Receiving Party.
4. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent to an Affiliated Company (as
hereinafter defined), provided that the Receiving Party guarantees the
adherence of such Affiliated Company to the terms of this Agreement.
"Affiliated Company" shall mean any company or legal entity which (a)
controls either directly or indirectly a Receiving Party, or (b) which is
controlled directly or indirectly by such Receiving Party, or (c) is
directly or indirectly controlled by a company or entity which directly or
indirectly controls such Receiving Party. "Control" means the right to
exercise 50% or more of the voting rights in the appointment of the
directors of such company.
5. The Receiving Party shall be entitled to disclose the Confidential
Information without the Disclosing Party's prior written consent to such
of the following persons who have a clear need to know in order to
evaluate the Area:
(a) employees, officers and directors of the Receiving Party;
(b) employees, officers and directors of an Affiliated Company;
(c) any professional consultant or agent retained by the Receiving
Party for the purpose of evaluating the Confidential Information; or
(d) any bank financing Receiving Party's participation in the Area,
including any professional consultant retained by such bank for the
purpose of evaluation the Confidential Information.
Prior to making any such disclosures to persons under subparagraphs (c)
and (d) above, however, the Receiving Party shall obtain a written
undertaking of confidentiality, in the same form and content as this
Agreement, from each such person.
6. The Receiving Party and its Affiliated Companies, if any, shall only
use or permit the use of the Confidential Information disclosed under
Paragraphs 4 or 5 above to evaluate the Area and determine whether to
enter into negotiations concerning the acquisition of all or part of the
Disclosing Party's rights in the Area.
The Receiving Party and its Affiliated Companies shall not, during the
term hereof, acquire any rights or otherwise seek to compete with
Disclosing Party in the Area Without Disclosing Party's prior written
consent in the event the Receiving Party and its Affiliated Companies
acquire any rights in the Area during the term hereof other than the
Disclosing Party's rights as provided in Paragraph 9 below, it shall
promptly assign such rights at cost to the Disclosing Party. However, the
foregoing restrictions upon acquisition of rights or interests in an Area
without the Disclosing Party's consent shall not apply in any Area in
which the Receiving Party owned a right or interest on and prior co
November 1, 1996, nor shall it apply in an Area in which the Receiving
Party owned no right or interest as of November 1, 1996 but later acquires
a right or interest from a third party based solely upon review of such
third party's information.
It is expressly understood that participation against Disclosing Party at
any public auction or other lease sale by the Receiving Party or its agent
or representative as a result of inspecting Disclosing Party's data is
prohibited for 12 months from the date of this Agreement.
7. The Receiving Party shall be responsible for ensuring that all
persons to whom the Confidential Information is disclosed under this
Agreement shall keep such information confidential and shall not disclose
or divulge the same to any unauthorized person. Neither Party shall be
liable in an action initiated by one against the other for special,
indirect or consequential damages resulting from or arising out of this
Agreement, including, without limitation, loss of profit or business
interruptions, however same may be caused.
8. The Confidential Information shall remain the property of the
Disclosing Party, and the Disclosing Party may demand the return thereof
at any time upon giving written notice to the Receiving Party. Within 30
days of receipt of such notice, the Receiving Party shall return all of
the original confidential Information and shall destroy all copies and
reproductions (both written and electronic) in its possession and in the
possession of persons to whom it was disclosed pursuant to Paragraphs 4
and 5 hereof.
9. If the Receiving Party acquires any of the Disclosing Party's rights
in the Area, then this Agreement shall terminate automatically on the
closing date of the transaction contemplated in such further agreement.
Unless earlier terminated under the preceding sentence, the
confidentiality obligations set forth in this Agreement shall terminate
one year after the date of this Agreement.
10. The Disclosing Party hereby represents and warrants that it has the
right and authority to disclose the Confidential Information to the
Receiving Party. However, the Disclosing Party, its subsidiaries,
Affiliated Companies and their officers, directors and employees make no
representations or warranties, express or implied, as to the quality,
accuracy or completeness of the information disclosed hereunder or the
ability of the properties to produce. The information provided hereunder
contains estimates reflecting various assumptions concerning anticipated
results, and may or may not prove to be correct. The Disclosing Party its
subsidiaries, Affiliated Companies and their officers, directors and
employees shall have no liability whatsoever with respect to the use of,
or reliance upon such information, or for any omissions from same. The
Receiving Party expressly acknowledges the inherent risk of error in the
acquisition, processing and interpretation of geological and geophysical
data. Any descriptions of documents disclosed hereunder do not purport to
be complete statements thereof, and are qualified and subject to the
detailed provisions of such documents. In all cases, the Receiving Party
should conduct its own investigation and analysis of the Confidential
Information.
11. (a) This Agreement shall be governed by and interpreted in
accordance with the substantive and procedural laws of the State of
Colorado.
(b) Any dispute arising out of or relating to this Agreement,
including any question regarding its existence, validity or termination,
which cannot be amicably resolved by the Parties, shall be settled before
three arbitrators, one to be appointed by each Party and die two so
appointed shall appoint the third arbitrator. in accordance with the
Arbitration Rules of the American Arbitration Association in Denver,
Colorado, and judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof. A dispute shall be
deemed to have arisen when either Party notifies the other Party in
writing to that effect.
12. Unless otherwise expressly agreed to in writing, any prior or future
proposals or offers made in the course of the Parties' discussions are
implicitly subject to all necessary management and government approvals
and may be withdrawn by either at any time. Nothing contained herein is
intended to confer upon the Receiving Party any right whatsoever to the
Disclosing Party's interest in the Area.
13. No amendments, changes or modifications to this Agreement shall be
valid except if the same are in writing and signed by a duly authorized
representative of each of the Parties herein.
14. This Agreement comprises the full and complete agreement of the
Parties hereto with respect to the disclosure of the Confidential
Information and supersedes and cancels all prior communications,
understandings and agreements between the Parties hereto, whether written
or oral, expressed or implied.
IN WITNESS WHEREOF, the duly authorized representatives of the Parties
have caused this Agreement to be executed on the date first written above.
DISCLOSING PARTY
By: /s/
Title: Team Leader, North American
RECEIVING PARTY
By: /s/ G. L. Nordloh
G. L. Nordloh
Title: President & CEO
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT, entered into this the 8th day of November, 1996, by and
between Ampolex (USA), Inc., a corporation organized and existing under
the laws of Texas (hereinafter referred to as the "Disclosing Party" and
Flying J Oil & Gas, Inc., a corporation organized and existing under the
laws of Utah (hereinafter referred to as the "Receiving Party").
1. In connection with the evaluation and the possible acquisition by the
Receiving Party of certain petroleum exploration and production interests
located in the United States as more fully described in Exhibits A-1 and A-
2 attached hereto and made a part hereof (hereinafter referred to as the
"Area") the Disclosing Party is willing, in accordance with the terms and
conditions of this Agreement, to disclose to the Receiving Party certain
confidential information which is proprietary, relating to the Area which
includes, but is not necessarily limited to, geological and geophysical
data, maps, models and interpretations and may also include commercial,
contractual and financial information whether written or oral unless
subject to paragraph 3 (hereinafter referred to as the "Confidential
Information"). In no event shall the Receiving Party be entitled to make
or receive photocopies or reproductions (whether digital or electronic) of
such Confidential Information except to the extent that the Disclosing
Party, in its sole discretion, issues written authorization permitting
same.
2. In consideration of the disclosure referred to in Paragraph 1 hereof,
the Receiving Party agrees that the Confidential Information shall be kept
strictly confidential and shall not be sold, traded, published or
otherwise disclosed to anyone in any manner whatsoever, including by means
of photocopy or reproduction, without the Disclosing Party's prior written
consent, except as provided in Paragraphs 3, 4 and 5 below.
3. None of the following shall constitute the Confidential Information
as stated Paragraph 1 of this Agreement.
(a) information which is already known to the Receiving Party as of
the date of disclosure hereunder;
(b) information which is already in possession of the public or
becomes available to the public other than through the act or omission of
the Receiving Party;
(c) information which is required to be disclosed under applicable
law or by a governmental order, decree, regulation or rule (provided that
the Receiving Party shall give written notice to the Disclosing Party
prior to such disclosure); or
(d) information which is acquired independently from a third party
that represents that it has the right to disseminate such information at
the time it is acquired by the Receiving Party.
4. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent to an Affiliated Company
(hereinafter defined, provided that the Receiving Party guarantees the
adherence of such Affiliated Company to the terms of this Agreement.
"Affiliated Company" shall mean any company or legal entity which (a)
controls either directly or indirectly a Receiving Party, or (b) which is
controlled directly or indirectly by such Receiving Party, or (c) is
directly or indirectly controlled by a company or entity which directly or
indirectly controls such Receiving party. "Control" means the right to
exercise 50% or more of the voting rights in the appointment of the
directors of such company.
5. The Receiving Party shall be entitled to disclose the Confidential
Information without the Disclosing Party's prior written consent to such
of the following persons who have a clear need to know in order to
evaluate the Area:
(a) employees, officers and directors of the Receiving Party;
(b) employees, officers and directors of an Affiliated Company;
(c) any professional consultant or agent retained by the Receiving
Party for the purpose of evaluating the Confidential Information; or
(d) any bank financing Receiving Party's participation in the Area,
including any professional consultant retained by such bank for the
purpose of evaluating the Confidential Information.
Prior to making any such disclosures to persons under subparagraphs (c)
and (d) above, however, the Receiving Party shall obtain a written
undertaking of confidentiality, in the same form and content as this
Agreement, from each such person.
6. The Receiving Party and its Affiliated Companies, if any, shall only
use or permit the use of the Confidential Information disclosed under
Paragraphs 4 or 5 above to evaluate the Area and determine whether to
enter into negotiations concerning the acquisition of all or part of the
Disclosing Party's rights in the Area.
Disclosing Party acknowledges and agrees that Receiving Party is actively
exploring for and/or producing oil and/or gas in the following portions of
the Area: the Williston Basin and the Powder River Basin as described in
Exhibit A-2 (hereinafter referred to as the "Excluded Areas").
Accordingly, Disclosing Party acknowledges and agrees that notwithstanding
any other term, condition or provision of this Agreement to the contrary,
Receiving Party shall have the full and unrestricted right to conduct its
business and operations in the Excluded Areas without any obligations or
responsibilities to Disclosing Party whatsoever.
Subject to the foregoing, the Receiving Party and its Affiliated Companies
shall not, during the term hereof, acquire any rights or otherwise seek to
compete with Disclosing Party in the Area without Disclosing Party's prior
written consent. Except as otherwise provided herein, in the event the
Receiving Party and its Affiliated Companies acquire any rights in the
Area and with the exception of the Excluded Areas during the term hereof
other than the Disclosing Party's rights as provided in Paragraph 9 below,
it shall promptly assign such rights at cost to the Disclosing Party.
Provided, however, that in no event shall this provision apply to any
portion of exploration prospects or oil and/or gas production properties
acquired by Receiving Party from third parties, pursuant to a farmin or
other deal arrangement. It is expressly understood that participation
against Disclosing Party at any public auction or other lease sale by the
Receiving Part or its agent or representative is prohibited for 12 months
from the date of this Agreement.
7. The Receiving Party shall be responsible for ensuring that all
persons to whom the Confidential Information is disclosed under this
Agreement shall keep such information confidential and shall not disclose
or divulge the same to any unauthorized person. Neither Party shall be
liable in an action initiated by one against the other for special,
indirect or consequential damages resulting from or arising out of this
Agreement, including, without limitation, loss of profit or business
interruptions, however same may be caused.
8. The Confidential Information shall remain the property of the
Disclosing Party, and the Disclosing Party may demand the return thereof
at any time upon giving written notice to the Receiving Party. Within 30
days of receipt of such notice, the Receiving Party shall return all of
the original confidential Information and shall destroy all copies and
reproductions (both written and electronic) in its possession and in the
possession of persons to whom it was disclosed pursuant to Paragraphs 4
and 5 hereof.
9. If the Receiving Party acquires any of the Disclosing Party's rights
in the Area, then this Agreement shall terminate automatically on the date
the Receiving Party enters into a further agreement which contains
provisions covering the confidentiality of data in the Area. Unless
earlier terminated under the preceding sentence, the confidentiality
obligations set forth in this Agreement shall terminate one year after the
date of this Agreement.
10. The Disclosing Party hereby represents and warrants that it has the
right and authority to disclose the Confidential Information to the
Receiving Party. However, the Disclosing Party, its subsidiaries,
Affiliated Companies and their officers, directors and employees make no
representations or warranties, express or implied, as to the quality,
accuracy or completeness of the information disclosed hereunder or the
ability of the properties to produce. The information provided hereunder
contains estimates reflecting various assumptions concerning anticipated
results, and may or may not prove to be correct. The Disclosing Party its
subsidiaries, Affiliated Companies and their officers, directors and
employees shall have no liability whatsoever with respect to the use of,
or reliance upon such information, or for any omissions from same. The
Receiving Party expressly acknowledges the inherent risk of error in the
acquisition, processing and interpretation of Geological and Geophysical
data. Any descriptions of documents disclosed hereunder do not purport to
be complete statements thereof, and are qualified and subject to the
detailed provisions of such documents. In all cases, the Receiving Party
should conduct its own investigation and analysis of the Confidential
Information.
11. (a) This Agreement shall be governed by and interpreted in
accordance with the substantive and procedural laws of the State of
Colorado.
(b) Any dispute arising out of or relating to this Agreement,
including any question regarding its existence, validity or termination,
which cannot be amicably resolved by the Parties, shall be settled before
three arbitrators, one to be appointed by each Party and the two so
appointed shall appoint the third arbitrator, in accordance with the
Arbitration Rules of the American Arbitration Association in Denver,
Colorado, and judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof. A dispute shall be
deemed to have arisen when either Party notifies the other Party in
writing to that effect.
12. Unless otherwise expressly agreed to in writing, any prior or future
proposals or offers made in the course of the Parties' discussions are
implicitly subject to all necessary management and government approvals
and may be withdrawn by either at any time. Nothing contained herein is
intended to confer upon the Receiving Party any right whatsoever to the
Disclosing Party's interest in the Area.
13. No amendments, changes or modifications to this Agreement shall be
valid except if the same are in writing and signed by a duly authorized
representative of each of the Parties herein.
14. This Agreement comprises the full and complete agreement of the
Parties hereto with respect to the disclosure of the Confidential
Information and supersedes and cancels all prior communications,
understandings and agreements between the Parties hereto, whether written
or oral, expressed or implied.
IN WITNESS WHEREOF, the duly authorized representatives of the Parties
have caused this Agreement to be executed on the date first written above.
DISCLOSING PARTY
By: /s/
Title: Team Leader, North American
RECEIVING PARTY
By: /s/
Title: VP, Exploration
Exhibit A2
The following table lists the townships and ranges which are consider to
be the exploration areas included in the confidentiality agreement under
paragraph 1.
California Wyoming
San Joaquin Powder River
Basin Basin
Attachment 1 partial 3D seismic outline
14S 15E to 21E and
15S 15E to 22E 37N 71W
16S 15E to 23E
17S 15E to 24E
18S 15E to 24E
19S 15E to 25E
20S 15E to 25E
21S 15E to 27E
22S 15E to 28E
23S 15E to 28E
24S 15E to 28E
25S 17E to 28E
26S 17E to 28E
27S 17E to 29E
28S 17E to 29E
29S 17E to 30E
30S 17E to 30E
North Dakota
Williston Basin
Attachment 23D seismic outline with a 1 mile apron
Exhibit A2 Attachment 1 (Map)
Exhibit A2 Attachment 2 (Map)
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT entered into this 15th day of November, 1996, by and
between Ampolex (USA), Inc., a corporation organized and existing under
the laws of Texas (hereinafter referred to as the "Disclosing Party") and
JHS Energy, Inc., a corporation organized and existing under the laws of
hereinafter referred to as the ("Receiving Party").
1. In connection with the evaluation and the possible acquisition by the
Receiving Party of certain petroleum exploration and production interests
located in the United States as more fully described in Exhibits A-1 and A-
2 attached hereto and made a part hereof (hereinafter referred to as the
"Area") the Disclosing Party is willing, in Accordance with the terms and
conditions of this Agreement, to disclose to the Receiving Party certain
confidential information which is proprietary, relating to the Area which
includes, but is not necessarily limited to, geological and geophysical
data, maps, models and interpretations and may also include commercial,
contractual and financial information whether written or oral (hereinafter
referred to as the "Confidential Information"). In no event shall the
Receiving Party be entitled to make or receive photocopies or
reproductions (whether digital or electronic) of such Confidential
Information except to the extent that the Disclosing Party, in its sole
discretion, issues written authorization permitting same.
2. In consideration of the disclosure referred to in Paragraph 1 hereof,
the Receiving Party agrees that the Confidential Information shall be kept
strictly confidential and shall not be sold, traded, published or
otherwise disclosed to anyone in any manner whatsoever, including by means
of photocopy or reproduction, without the Disclosing Party's prior written
consent, except as provided in Paragraphs 3,4 and 5 below.
3. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent only to the extent such
information.
(a) is already known to the Receiving Party as of the date of disclosure
hereunder,
(b) is already in possession of the public or becomes available to the
public other than through the act or omission of the Receiving Party;
(c) is required to be disclosed under applicable law or by a governmental
order, decree, regulation or rule (provided that the Receiving Party shall
give written notice to the Disclosing Party prior to such disclosure); or
(d) is acquired independently from a third party that represents that it
has the right to disseminate such information at the time it is acquired
by the Receiving Party.
4. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent to an Affiliated Company (as
hereinafter defined), provided that the Receiving Party guarantees the
adherence of such Affiliated Company to the terms of this Agreement.
"Affiliated Company" shall mean any company or legal entity which (a)
controls either directly or indirectly a Receiving Party, or (b) which is
controlled directly or indirectly by such Receiving Party, or (c) is
directly or indirectly controlled by a company or entity which directly or
indirectly controls such Receiving Party. "Control" means the right to
exercise 50% or more of the voting rights in the appointment of the
directors of such company.
5. The Receiving Party shall be entitled to disclose the Confidential
Information without the Disclosing Party's prior written consent to such
of the following persons who have a clear need to know in order to
evaluate the Area:
(a) employees, officers and directors of the Receiving Party;
(b) employees, officers and directors of an Affiliated Company;
(c) any professional consultant or agent retained by the Receiving Party
for the purpose of evaluating the Confidential Information; or
(d) any bank financing Receiving Party's participation in the Area,
including any professional consultant retained by such bank for the
purpose of evaluating the Confidential Information.
Prior to making any such disclosures to persons under subparagraphs (c)
and (d) above, however, the Receiving Party shall obtain a written
undertaking of confidentiality, in the same form and content as this
Agreement, from each such person.
6. The Receiving Parry and its Affiliated Companies, if any, shall only
use or permit the use of the Confidential Information disclosed under
Paragraphs 4 or 5 above to evaluate the Area and determine whether to
enter into negotiations concerning the acquisition of all or part of the
Disclosing Party's rights in the Area.
The Receiving Party and its Affiliated Companies shall not, during the
term hereof, acquire any rights or otherwise seek to compete with
Disclosing Party in the Area without Disclosing Party's prior written
consent. In the event the Receiving Party and its Affiliated Companies
acquire any rights in the Area during the term hereof other than the
Disclosing Party's rights as provided in Paragraph 9 below, it shall
promptly assign such rights at cost to the Disclosing Party.
7. The Receiving Party shall be responsible for ensuring that all
persons to whom the Confidential Information is disclosed under this
Agreement shall keep such information confidential and shall not disclose
or divulge the same to any unauthorized person. Neither Party shall be
liable in an action initiated by one against the other for special,
indirect or consequential damages resulting from or arising out of this
Agreement, including, without limitation, loss of profit or business
interruptions, however same may be caused.
8. The Confidential Information shall remain the property of the
Disclosing Party, and the Disclosing Party may demand the return thereof
at any time upon giving written notice to the Receiving Party. Within 30
days of receipt of such notice, the Receiving Party shall return all of
the original Confidential Information and shall destroy all copies and
reproductions (both written and electronic) in its possession and in the
possession of persons to whom it was disclosed pursuant to Paragraphs 4
and 5 hereof.
9. If the Receiving Party acquires any of the Disclosing Party's rights
in the Area, then this Agreement shall terminate automatically on the date
the Receiving Party enters into a further agreement which contains
provisions covering the confidentiality of data in the Area. Unless
earlier terminated under the preceding sentence, the confidentiality
obligations set forth in this Agreement shall terminate three years after
the date of this Agreement.
10. The Disclosing Party hereby represents and warrants that it has the
right and authority to disclose the Confidential Information to the
Receiving Party. However, the Disclosing Party, its subsidiaries,
Affiliated Companies and their officers, directors and employees make no
representations or warranties, express or implied, as to the quality,
accuracy or completeness of the information disclosed hereunder or the
ability of the properties to produce. The information provided hereunder
contains estimates reflecting various assumptions concerning anticipated
results, and may or may not prove to be correct. The Disclosing Party its
subsidiaries, Affiliated Companies and their officers, directors and
employees shall have no liability whatsoever with respect to the use of,
or reliance upon such information, or for any omissions from same. The
Receiving Party expressly acknowledges the inherent risk of error in the
acquisition, processing and interpretation of geological and geophysical
data. Any descriptions of documents disclosed hereunder do not purport to
be complete statements thereof, and are qualified and subject to the
detailed provisions of such documents. In all cases, the Receiving, Party
should conduct its own investigation and analysis of the Confidential
Information.
11. (a) This Agreement shall be governed by and interpreted in accordance
with the substantive and procedural laws of the State of Colorado.
(b) Any dispute arising out of or relating to this Agreement, including
any question regarding its existence, validity or termination, which
cannot be amicably resolved by the Parties, shall be settled before three
arbitrators, one to be appointed by each Party and the two so appointed
shall appoint the third arbitrator, in accordance with the Arbitration
Rules of the American Arbitration Association in Denver, Colorado, and
judgment upon the award rendered by the arbitrators may be entered in any
court having jurisdiction thereof. A dispute shall be deemed to have
arisen when either Party notifies the other Party in writing to that
effect.
12. Unless otherwise expressly agreed to in writing, any prior or future
proposals or offers made in the course of the Parties' discussions are
implicitly subject to all necessary management and government approvals
and may be withdrawn by either at any time. Nothing contained herein is
intended to confer upon the Receiving Party any right whatsoever to the
Disclosing Party's interest in the Area.
13. No amendments, changes or modifications to this Agreement shall be
valid except if the same are in writing and signed by a duly authorized
representative of each of the Parties herein.
14. This Agreement comprises the full and complete agreement of the
Parties hereto with respect to the disclosure of the Confidential
Information and supersedes and cancels all prior communications,
understandings and agreements between the Parties hereto, whether written
or oral, expressed or implied..
IN WITNESS WHEREOF, the duly authorized representatives of the Parties
have caused this Agreement to be executed on the date first written above.
DISCLOSING PARTY
By: /s/
Title: Team Leader, North American
RECEIVING PARTY
By: /s/
Title:
Gulf Canada Resources Limited
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT, entered into this the 12th day of November 1996, by and
between Ampolex (USA), Inc., a corporation organized and existing under
the laws of Texas (hereinafter referred to as the "Disclosing Party") and
GCRL Energy Ltd., a corporation organized and existing under the laws of
Delaware (hereinafter referred to as the "Receiving Party").
1. In connection with the evaluation and the possible acquisition by the
Receiving Party of certain petroleum exploration and production interests
located in the United States as more fully described in Exhibits A-1 and A-
2 attached hereto and made a part hereof (hereinafter referred to as the
"Area") the Disclosing Party is willing, in accordance with the terms and
conditions of this Agreement, to disclose to the Receiving Party certain
confidential information which is proprietary, relating to the Area which
includes, but is not necessarily limited to, geological and geophysical
data, maps, models and interpretations and may also include commercial,
contractual and financial information whether written or oral (hereinafter
referred to as the "Confidential Information"). In no event shall the
Receiving Party be entitled to make or receive photocopies or
reproductions (whether digital or electronic) of such Confidential
Information except to the extent that the Disclosing Party, in its sole
discretion, authorizes same.
2. In consideration of the disclosure referred to in Paragraph 1 hereof,
the Receiving Party agrees that the Confidential Information shall be kept
strictly confidential and shall not be sold, traded, published or
otherwise disclosed to anyone in any manner whatsoever, including by means
of photocopy or reproduction, without the Disclosing Party's prior written
consent, except as provided in Paragraphs 3,4 and 5 below.
3. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent only to the extent such
information.
(a) is already known to the Receiving Party as of the date of disclosure
hereunder;
(b) is already in possession of the public or becomes available to the
public other than through the act or omission of the Receiving Party;
(c) is required to be disclosed under applicable law or by a governmental
order, decree, regulation or rule or by the requirements of a stock
exchange upon which Receiving Party's shares are listed (provided that the
Receiving Party shall give written notice to the Disclosing Party prior to
such disclosure); or
(d) is acquired independently from a third party that represents that it
has the right to disseminate such information at the time it is acquired
by the Receiving Party.
4. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent to an Affiliated Company (as
hereinafter defined), provided that the Receiving Party guarantees the
adherence of such Affiliated Company to the terms of this Agreement.
"Affiliated Company" shall mean any company or legal entity which (a)
controls either directly or indirectly a Receiving Party, or (b) which is
controlled directly or indirectly by such Receiving Party, or (c) is
directly or indirectly controlled by a company or entity which directly or
indirectly controls such Receiving Party. "Control" means the right to
exercise 50% or more of the voting rights in the appointment of the
directors of such company.
5. The Receiving Party shall be entitled to disclose the Confidential
Information without the Disclosing Party's prior written consent to such
of the following persons who have a clear need to know in order to
evaluate the Area:
(a) employees, officers and directors of the Receiving Party;
(b) employees, officers and directors of an Affiliated Company;
(c) any professional consultant or agent retained by the Receiving Party
for the purpose of evaluating the Confidential Information; or
(d) any bank financing Receiving Party's participation in the Area,
including any professional consultant retained by such bank for the
purpose of evaluating the Confidential Information.
By making any such disclosures to persons under subparagraphs (c) and (d)
above, the Receiving Party assumes responsibility to Disclosing Party
pursuant to Paragraph 7 for compliance by such persons with this
Agreement.
6. Receiving Party and its Affiliated Companies may use the Confidential
Information to evaluate any Area and for the conduct of their own
respective operations, including without limitation the acquisition of
other interests or properties, PROVIDED that, if Receiving Party or an
Affiliated Company makes an Eligible Acquisition during the term of this
Agreement, then the Receiving Party shall offer, or cause its Affiliated
Company to offer where applicable, to Disclosing Party a 50 per cent share
in the Eligible Acquisition. Such offer shall be made in writing
accompanied by reasonable particulars of the Aggregate Consideration
payable by Receiving Party, or Affiliated Company where applicable, for
the Eligible Acquisition and will be considered rejected by Disclosing
Party unless accepted by written notice within the Required Time from the
receipt of the offer. Acceptance by Disclosing Party shall require
Disclosing Party to pay to Receiving Party, or Affiliated Company where
applicable, for such 50 per cent interest one half of the Aggregate
Consideration. For the purposes of this Paragraph:
(a) an "Eligible Acquisition" means an acquisition, whether through
purchase, farm in or other means, of any oil or natural gas rights or
interests to the extent contained in an Eligible Area but excludes any
rights or interests that would be subject to preferential rights of
purchase for a third party upon any proposed disposition to Disclosing
Party which such third party will not waive on prior request and, for
certainty, also excludes an acquisition of shares in a corporation or an
interest in a partnership unless Control of the corporation or partnership
is acquired and the rights or interests within Eligible Areas constitute
at least 2/3 of the value of the assets of such Controlled corporation or
partnership;
(b) an "Eligible Area" means any Area subject to this Agreement other
than North Dakota (it being hereby agreed that the rights of use in this
Paragraph 6 apply to the Confidential Information regarding North Dakota
but that the North Dakota Area is not subject to the obligation to make
the offer in this Paragraph);
(c) "Control" has, in the case of a corporation, the meaning contained in
Paragraph 4 and, in the case of a partnership, means sufficient voting
interests to determine business decisions of the partnership;
(d) "Required Time" means 30 days if the Aggregate Consideration is $1
million (U.S.) or less and 60 days in all other cases; and
(e) "Aggregate Consideration" means the price and other consideration,
including the cost of any work obligations and the fair market value of
any non monetary consideration, payable by the Receiving Party, or
Affiliated Company where applicable, for the entire Eligible Acquisition.
Any disagreement over the allocation of purchase price to the Eligible
Acquisition or fair market value of non monetary consideration shall be
determined by arbitration as provided in this Agreement.
7. The Receiving Party shall be responsible for ensuring that all
persons to whom the Confidential Information is disclosed under this
Agreement shall keep such information confidential and shall not disclose
or divulge the same to any unauthorized person. Neither Party shall be
liable in an action initiated by one against the other for special,
indirect or consequential damages resulting from or arising out of this
Agreement, including, without limitation, loss of profit or business
interruptions, however same may be caused.
8. The Confidential Information shall remain the property of the
Disclosing Party, and the Disclosing Party may demand the return thereof
at any time upon giving written notice to the Receiving Party. Within 30
days of receipt of such notice, the Receiving Party shall return all of
the original confidential Information and shall destroy all copies and
reproductions (both written and electronic) in its possession and in the
possession of persons to whom it was disclosed pursuant to Paragraphs 4
and 5 hereof.
9. If the Receiving Party acquires any of the Disclosing Party's rights
in the Area, then this Agreement shall terminate automatically on the date
the Receiving Party enters into a further agreement which contains
provisions covering the confidentiality of data in the
Area. Unless earlier terminated under the preceding sentence, the
confidentiality obligations set forth in this Agreement shall terminate
one year after the date of this Agreement.
10. The Disclosing Party hereby represents and warrants that it has the
right and authority to disclose the Confidential Information to the
Receiving Party. However, the Disclosing Party, its subsidiaries,
Affiliated Companies and their officers, directors and employees make no
representations or warranties, express or implied, as to the quality,
accuracy or completeness of the information disclosed hereunder or the
ability of the properties to produce. The information provided hereunder
contains estimates reflecting various assumptions concerning anticipated
results, and may or may not prove to be correct. The Disclosing Party its
subsidiaries, Affiliated Companies and their officers, directors and
employees shall have no liability whatsoever with respect to the use of,
or reliance upon such information, or for any omissions from same. The
Receiving Party expressly acknowledges the inherent risk of error in the
acquisition, processing and interpretation of geological and geophysical
data. Any descriptions of documents disclosed hereunder do not purport to
be complete statements thereof, and are qualified and subject to the
detailed provisions of such documents. In all cases, the Receiving Party
should conduct its own investigation and analysis of the Confidential
Information.
11. (a) This Agreement shall be governed by and interpreted in accordance
with the substantive and procedural laws of the State of Colorado.
(b) Any dispute arising out of or relating to this Agreement, including
any question regarding its existence, validity or termination, which
cannot be amicably resolved by the Parties, shall be settled before three
arbitrators, one to be appointed by each Party and the two so appointed
shall appoint the third arbitrator, in accordance with the Arbitration
Rules of the American Arbitration Association in Denver, Colorado, and
judgment upon the award rendered by the arbitrators may be entered in any
court having jurisdiction thereof. A dispute shall be deemed to have
arisen when either Party notifies the other Party in writing to that
effect.
12. Nothing contained herein is intended to confer upon the Receiving
Party any right or obligation whatsoever to acquire the Disclosing Party's
interest in the Area.
13. No amendments, changes or modifications to this Agreement shall be
valid except if the same are in writing and signed by a duly authorized
representative of each of the Parties herein.
14. This Agreement comprises the full and complete agreement of the
Parties hereto with respect to the disclosure of the Confidential
Information and supersedes and cancels all prior communications,
understandings and agreements between the Parties hereto, whether written
or oral, expressed or implied.
IN WITNESS WHEREOF, the duly authorized representatives of the Parties
have caused this Agreement to be executed on the date first written above.
DISCLOSING PARTY
By: /s/
Title: Team Leader, North American
RECEIVING PARTY
By: /s/ D. A. Rubenstein
D. A. (Donna) Rubenstein
Title: Director, Acquisitions
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT, entered into this 14th day of November, 1996, by and
between AMPOLEX (USA), INC., a corporation organized and existing under
the laws of Texas (hereinafter referred to as the "Disclosing Party") and
SAMEDAN OIL CORPORATION, a corporation organized and existing under the
laws of Delaware (hereinafter referred to as the "Receiving Party").
1. In connection with the evaluation and the possible acquisition by the
Receiving Party of certain petroleum exploration and production interests
located in the United States as more fully described in Exhibits "A-1" and
"A-2" attached hereto and made a part hereof (hereinafter referred to as
the "Area" the Disclosing Party is willing, in accordance with the terms
and conditions of this Agreement, to disclose to the Receiving Party
certain confidential information imprinted form or by formal presentation
which is proprietary, relating to She Area which includes, but is not
necessarily limited to, geological and geophysical data, maps, models and
interpretations and may also include commercial, contractual and financial
information (hereinafter referred to as the "Confidential Information").
In no event shall the Receiving Party be entitled to make or receive
photocopies or reproductions (whether digital or electronic) of such
Confidential Information except to the extent that the Disclosing Party,
in its sole discretion, issues written authorization permitting same.
2. In consideration of the disclosure referred to in Paragraph 1 hereof,
the Receiving Party agrees that the Confidential Information shall be kept
strictly confidential and shall not be sold, traded, published or
otherwise disclosed to anyone in any manner whatsoever, including by means
of photocopy or reproduction, without the Disclosing Party's prior written
consent, except as provided in Paragraphs 3, 4 and 5 below.
3. The receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent only to the extent such
information
a. is already known to the Receiving Party as of the date of
disclosure hereunder;
b. is already in possession of the public or becomes available to
the public other than through the act or omission of the Receiving Party;
c. is required to be disclosed under applicable law or by a
governmental order, decree, regulation or rule (provided that the
Receiving Party shall give written notice to the Disclosing Party prior to
such disclosure); or
d. is acquired independently from a third party that represents
that it has the right to disseminate such information at the time it is
acquired by the Receiving Party.
4. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent to an Affiliated Company (as
hereinafter defined), provided that the Receiving Party guarantees the
adherence of such Affiliated Company to the terms of this Agreement.
"Affiliated Company" shall mean any company or legal entity which (a)
controls either directly or indirectly a Receiving Party, or (b) which is
controlled directly or indirectly by such Receiving Party, or (c) is
directly or indirectly controlled by a company or entity which directly or
indirectly controls such Receiving Party. "Control" means the right to
exercise 50% or more of the voting rights in the appointment of the
directors of such company.
5. The Receiving Party shall be entitled to disclose the Confidential
Information without the Disclosing Party's prior written consent to such
of the following persons, who have a clear need to know in order to
evaluate the Area:
a. employees, officers and directors of the Receiving Party;
b. employees, officers and directors of an Affiliated Company;
c. any professional consultant or agent retained by the Receiving Party
for the purpose of evaluating the Confidential Information; or
d. any bank financing Receiving Party's participation in the Area,
including any professional consultant retained by such bank for the
purpose of evaluating the Confidential Information.
Prior to making any such disclosures to persons under subparagraphs (c)
and (d) above, however, the Receiving Party shall obtain in writing the
agreement of such person to be bound by the terms of this Agreement.
6. This Receiving Party and its Affiliated Companies, if any, shall only
use or permit the use of the Confidential Information disclosed under
Paragraphs 4 or 5 above to evaluate the Area and determine ,whether to
enter into negotiations concerning the acquisition of all or part of the
Disclosing Party's rights in the Area.
The Receiving Party and its Affiliated Companies shall not, during the
term hereof, acquire any rights or otherwise seek to compete with
Disclosing Party in the Area without Disclosing Party's prior written
consent. In the event the Receiving. Party and its Affiliated Companies
acquire any rights in the Area during the term hereof other than the
Disclosing Party's rights as provided in Paragraph 9 below, it shall
promptly assign such rights at cost to the Disclosing Party. Provided,
however, that in no event shall this provision apply to any portion of
exploration prospects generated by Receiving Party within the Area or to
oil and/or gas production properties acquired by Receiving Party from
third parties, pursuant to a farmin or other deal arrangement. It is
expressly understood that participation against Disclosing Party as a
result of findings under this agreement at any public auction or other
lease sale by the Receiving Party or its agent or representative is
prohibited for six months from the date of this agreement.
7. The Receiving Party shall be responsible for ensuring that all
persons to whom the Confidential Information is disclosed under this
Agreement shall keep such information confidential and shall not disclose
or divulge the same to any person other than those to whom disclosure is
permitted under Paragraphs 4 and 5 of this Agreement.
If Receiving Party acquires rights in the Area during the terms of this
Agreement, the sole remedy available to Disclosing Party shall be the
remedy provided in Section 6. Receiving Party shall not be liable to
Disclosing Party, or to any other party who acquires the interest of
Disclosing Party in any part or all of the Area, for special, indirect or
consequential damages (resulting from or arising out of this Agreement,
including, without limitation, loss of profit or business interruption,
however the same be caused.
8. The Confidential Information shall remain the property of the
Disclosing Party, and the Disclosing Party may demand the return thereof
at any time upon giving written notice to the Receiving Party. Within 30
days of receipt of such notice, the Receiving Party shall return all of
the original Confidential Information and shall destroy all copies and
reproductions (both written and electronic) in its possession and in the
possession of persons to whom it was disclosed pursuant to Paragraphs 4
and 5 hereof.
9. If the Receiving Party acquires any of the Disclosing Party's rights
in the Area, then this Agreement shall terminate automatically on the date
the Receiving Party enters into a further agreement which contains
provisions covering the confidentiality of data in the Area. Unless
earlier terminated under the preceding sentence, the confidentiality
obligations set forth in this Agreement shall terminate six months after
the date of this Agreement.
10. The Disclosing Party hereby represents and warrants that it has the
right and authority to disclose the Confidential Information to the
Receiving Party. However, the Disclosing Party, its subsidiaries,
Affiliated Companies and their officers, directors and employees make no
representations or warranties, express or implied, as to the quality,
accuracy of completeness of the information disclosed hereunder or the
ability of the properties to produce. The information provided hereunder
contains estimates reflecting various assumptions concerning anticipated
results, and may or may not prove to be correct. The Disclosing Party,
its subsidiaries, Affiliated Companies and their officers, directors and
employees shall have no liability whatsoever with respect to the use of,
or reliance upon such information, or for any omissions from same. The
Receiving Party expressly acknowledges the inherent risk of error in the
acquisition, processing and interpretation of geological and geophysical
data. Any descriptions of documents disclosed hereunder do not purport to
be complete statements thereof, and are qualified and subject to the
detailed provisions of such documents. In all cases, the Receiving Party
should conduct its own investigation and analysis of the Confidential
Information.
a. This Agreement shall be governed by and interpreted in accordance
with the substantive and procedural laws of the State of Colorado.
b. Any dispute arising out of or relating to this Agreement, including
any question regarding its existence, validity or termination, which
cannot be amicably resolved by the Parties, shall be settled in Denver,
Colorado before three arbitrators, one to be appointed by each Party and
the two so appointed shall appoint the third arbitrator, in accordance
with the Arbitration Rules of the American Arbitration Association in
Denver, Colorado, and judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof. A dispute shall
be deemed to have arisen when either Party notifies the other Party in
writing to that effect.
12. Unless otherwise expressly agreed to in waiting, any prior or future
proposals or offers made in the course of the Parties' discussions are
implicitly subject to all necessary management and government approvals
and may be withdrawn by either at any time. Nothing contained herein is
intended to confer upon the Receiving Party any right whatsoever to the
Disclosing Party's interest in the Area.
13. No amendments, changes or modifications to this Agreement shall be
valid except if the same are in writing and signed by a duly authorized
representative of each of the Parties herein.
14. This Agreement comprises the full and complete agreement of the
Parties hereto with respect to the disclosure of the Confidential
Information and supersedes and cancels all prior communications,
understandings and agreements between the Parties hereto, whether written
or oral, expressed or implied.
IN WITNESS WHEREOF, the duly authorized representatives of the Parties
have caused this Agreement to be executed on the date first written above.
DISCLOSING PARTY
By: /s/ Ernie Delfos
Title: Team Leader, North American
RECEIVING PARTY
By: /s/ R. P. McCuistion
Title: Region Manager
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT, entered into this the 19th day of November, 1996, by
and between Ampolex (USA), Inc., a corporation organized and existing
under the laws of Texas (hereinafter referred to as the "Disclosing
Party") and Tower Energy Corporation, a corporation organized and existing
under the laws of Colorado (hereinafter referred to as the "Receiving
Party").
1. In connection with the evaluation and the possible acquisition by the
Receiving Party of certain petroleum exploration and production interests
located in the United States as more fully described in Exhibits A-1 and A-
2 attached hereto and made a part hereof (hereinafter referred to as the
"Area") the Disclosing Party is willing, in accordance with the terms and
conditions of this Agreement, to disclose to the Receiving Party certain
confidential information which is proprietary, relating to the Area which
includes, but is not necessarily limited to, geological and geophysical
data, maps, models and interpretations and may also include commercial,
contractual and financial information whether written or oral (hereinafter
referred to as the "Confidential Information"). In no event shall the
Receiving Party be entitled to make or receive photocopies or
reproductions (whether digital or electronic) of such Confidential
Information except to the extent that the Disclosing Party, in its sole
discretion, issues written authorization permitting same.
2. In consideration of the disclosure referred to in Paragraph 1 hereof,
the Receiving Party agrees that the Confidential Information shall be kept
strictly confidential and shall not be sold, traded, published or
otherwise disclosed to anyone in any manner whatsoever, including by means
of photocopy or reproduction, without the Disclosing Party's prior written
consent, except as provided in Paragraphs 3,4 and 5 below.
3. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent only to the extent such
information.
(a) is already known to the Receiving Party as of the date of disclosure
hereunder;
(b) is already in possession of the public or becomes available to the
public other than through the act or omission of the Receiving Party;
(c) is required to be disclosed under applicable law or by a governmental
order, decree, regulation or rule (provided that the Receiving Party shall
give written notice to the Disclosing Party prior to such disclosure); or
(d) is acquired independently from a third party that represents that it
has the right to disseminate such information at the time it is acquired
by the Receiving Party.
4. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent to an Affiliated Company (as
hereinafter defined), provided that the Receiving Party guarantees the
adherence of such Affiliated Company to the terms of this Agreement.
"Affiliated Company" shall mean any company or legal entity which (a)
controls either directly or indirectly a Receiving Party, or (b) which is
controlled directly or indirectly by such Receiving Party, or (c) is
directly or indirectly controlled by a company or entity which directly or
indirectly controls such Receiving Party. "Control" means the right to
exercise 50% or more of the voting rights in the appointment of the
directors of such company.
5. The Receiving Party shall be entitled to disclose the Confidential
Information without the Disclosing Party's prior written consent to such
of the following persons who have a clear need to know in order to
evaluate the Area:
(a) employees, officers and directors of the Receiving Party;
(b) employees, officers and directors of an Affiliated Company;
(c) any professional consultant or agent retained by the Receiving Party
for the purpose of evaluating the Confidential Information; or
(d) any bank financing Receiving Party's participation in the Area,
including any professional consultant retained by such bank for the
purpose of evaluating the Confidential Information.
Prior to making any such disclosures to persons under subparagraphs (c)
and (d) above, however, the Receiving Party shall obtain a written
undertaking of confidentiality, in the same form and content as this
Agreement, from each such person.
6. The Receiving Party and its Affiliated Companies, if any, shall only
use or permit the use of the Confidential Information disclosed under
Paragraphs 4 or 5 above to evaluate the Area and determine whether to
enter into negotiations concerning the acquisition of all or part of the
Disclosing Party's rights in the Area.
The Receiving Party and its Affiliated Companies shall not, during the
term hereof, acquire any rights or otherwise seek to compete with
Disclosing Party in the Area without Disclosing Party's prior written
consent. In the event the Receiving Party and its Affiliated Companies
acquire any rights in the Area during the term hereof other than the
Disclosing Party's rights as provided in Paragraph 9 below, it shall
promptly assign such rights at cost to the Disclosing Party.
7. The Receiving Party shall be responsible for ensuring that all
persons to whom the Confidential Information is disclosed under this
Agreement shall keep such information confidential and shall not disclose
or divulge the same to any unauthorized person. Neither Party shall be
liable in an action initiated by one against the other for special,
indirect or consequential damages resulting from or arising out of this
Agreement, including, without limitation, loss of profit or business
interruptions, however same may be caused.
8. The Confidential Information shall remain the property of the
Disclosing Party, and the Disclosing Party may demand the return thereof
at any time upon giving written notice to the Receiving Party. Within 30
days of receipt of such notice, the Receiving Party shall return all of
the original confidential Information and shall destroy all copies and
reproductions (both written and electronic) in its possession and in the
possession of persons to whom it was disclosed pursuant to Paragraphs 4
and 5 hereof.
9. If the Receiving Party acquires any of the Disclosing Party's rights
in the Area, then this Agreement shall terminate automatically on the date
the Receiving Party enters into a further agreement which contains
provisions covering the confidentiality of data in the Area. Unless
earlier terminated under the preceding sentence, the confidentiality
obligations set forth in this Agreement shall terminate three years after
the date of this Agreement.
10. The Disclosing Party hereby represents and warrants that it has the
right and authority to disclose the Confidential Information to the
Receiving Party. However, the Disclosing Party, its subsidiaries,
Affiliated Companies and their officers, directors and employees make no
representations or warranties, express or implied, as to the quality,
accuracy or completeness of the information disclosed hereunder or the
ability of the properties to produce. The information provided hereunder
contains estimates reflecting various assumptions concerning anticipated
results, and may or may not prove to be correct. The Disclosing Party its
subsidiaries, Affiliated Companies and their officers, directors and
employees shall have no liability whatsoever with respect to the use of,
or reliance upon such information, or for any omissions from same. The
Receiving Party expressly acknowledges the inherent risk of error in the
acquisition, processing and interpretation of geological and geophysical
data. Any descriptions of documents disclosed hereunder do not purport to
be complete statements thereof, and are qualified and subject to the
detailed provisions of such documents. In all cases, the Receiving Party
should conduct its own investigation and analysis of the Confidential
Information.
11. (a) This Agreement shall be governed by and interpreted in accordance
with the substantive and procedural laws of the State of Colorado.
(b) Any dispute arising out of or relating to this Agreement, including
any question regarding its existence, validity or termination, which
cannot be amicably resolved by the Parties, shall be settled before three
arbitrators, one to be appointed by each Party and the two so appointed
shall appoint the third arbitrator, in accordance with the Arbitration
Rules of the American Arbitration Association in Denver, Colorado, and
judgment upon the award rendered by the arbitrators may be entered in any
court having jurisdiction thereof. A dispute shall be deemed to have
arisen when either Party notifies the other Party in writing to that
effect.
12. Unless otherwise expressly agreed to in writing, any prior or future
proposals or offers made in the course of the Parties' discussions are
implicitly subject to all necessary management and government approvals
and may be withdrawn by either at any time. Nothing contained herein is
intended to confer upon the Receiving Party any right whatsoever to the
Disclosing Party's interest in the Area.
13. No amendments, changes or modifications to this Agreement shall be
valid except if the same are in writing and signed by a duly authorized
representative of each of the Parties herein.
14. This Agreement comprises the full and complete agreement of the
Parties hereto with respect to the disclosure of the Confidential
Information and supersedes and cancels all prior communications,
understandings and agreements between the Parties hereto, whether written
or oral, expressed or implied.
IN WITNESS WHEREOF, the duly authorized representatives of the
Parties have caused this Agreement to be executed on the date first
written above.
DISCLOSING PARTY
By: /s/
Title: Team Leader, North American
RECEIVING PARTY
By: /s/
Title: Chairman
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT, entered into this the 13th day of November, 1996, by
and between Ampolex (USA), Inc., a corporation organized and existing
under the laws of Texas (hereinafter referred to as the "Disclosing
Party") and Westport Oil and Gas, a corporation organized and existing
under the laws of Delaware (hereinafter referred to as the "Receiving
Party").
1. In connection with the evaluation and the possible acquisition by the
Receiving Party of certain petroleum exploration and production interests
located in the United States as more fully described in Exhibits A-1 and A-
2 attached hereto and made a part hereof (hereinafter referred to as the
"Area") the Disclosing Party is willing, in accordance with the terms and
conditions of this Agreement, to disclose to the Receiving Party certain
confidential information which is proprietary, relating to the Area which
includes, but is not necessarily limited to, geological and geophysical
data, maps, models and interpretations and may also include commercial,
contractual and financial information whether written or oral (hereinafter
referred to as the "Confidential Information"). In no event shall the
Receiving Party be entitled to make or receive photocopies or
reproductions (whether digital or electronic) of such Confidential
Information except to the extent that the Disclosing Party, in its sole
discretion, issues written authorization permitting same.
2. In consideration of the disclosure referred to in Paragraph 1 hereof,
the Receiving Party agrees that the Confidential Information shall be kept
strictly confidential and shall not be sold, traded, published or
otherwise disclosed to anyone in any manner whatsoever, including by means
of photocopy or reproduction, without the Disclosing Party's prior written
consent, except as provided in Paragraphs 3,4 and 5 below.
3. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent only to the extent such
information.
(a) is already known to the Receiving Party as of the date of disclosure
hereunder;
(b) is already in possession of the public or becomes available to the
public other than through the act or omission of the Receiving Party;
(c) is required to be disclosed under applicable law or by a governmental
order, decree, regulation or rule (provided that the Receiving Party shall
give written notice to the Disclosing Party prior to such disclosure); or
(d) is acquired independently from a third party that represents that it
has the right to disseminate such information at the time it is acquired
by the Receiving Party.
4. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent to an Affiliated Company (as
hereinafter defined), provided that the Receiving Party guarantees the
adherence of such Affiliated Company to the terms of this Agreement.
"Affiliated Company" shall mean any company or legal entity which (a)
controls either directly or indirectly a Receiving Party, or (b) which is
controlled directly or indirectly by such Receiving Party, or (c) is
directly or indirectly controlled by a company or entity which directly or
indirectly controls such Receiving Party. "Control" means the right to
exercise 50% or more of the voting rights in the appointment of the
directors of such company.
5. The Receiving Party shall be entitled to disclose the Confidential
Information without the Disclosing Party's prior written consent to such
of the following persons who have a clear need to know in order to
evaluate the Area:
(a) employees, officers and directors of the Receiving Party;
(b) employees, officers and directors of an Affiliated Company;
(c) any professional consultant or agent retained by the Receiving Party
for the purpose of evaluating the Confidential Information; or
(d) any bank financing Receiving Party's participation in the Area,
including any professional consultant retained by such bank for the
purpose of evaluating the Confidential Information.
Prior to making any such disclosures to persons under subparagraphs (c)
and (d) above, however, the Receiving Party shall obtain a written
undertaking of confidentiality, in the same form and content as this
Agreement, from each such person.
6. The Receiving Party and its Affiliated Companies, if any, shall only
use or permit the use of the Confidential Information disclosed under
Paragraphs 4 or 5 above to evaluate the Area and determine whether to
enter into negotiations concerning the acquisition of all or part of the
Disclosing Party's rights in the Area.
The Receiving Party and its Affiliated Companies shall not, during the
term hereof, acquire any rights or otherwise seek to compete with
Disclosing Party in the Area without Disclosing Party's prior written
consent. In the event the Receiving Party and its Affiliated Companies
acquire any rights in the Area during the term hereof other than the
Disclosing Party's rights as provided in Paragraph 9 below, it shall
promptly assign such rights at cost to the Disclosing Party.
7. The Receiving Party shall be responsible for ensuring that all
persons to whom the Confidential Information is disclosed under this
Agreement shall keep such information confidential and shall not disclose
or divulge the same to any unauthorized person. Neither Party shall be
liable in an action initiated by one against the other for special,
indirect or consequential damages resulting from or arising out of this
Agreement, including, without limitation, loss of profit or business
interruptions, however same may be caused.
8. The Confidential Information shall remain the property of the
Disclosing Party, and the Disclosing Party may demand the return thereof
at any time upon giving written notice to the Receiving Party. Within 30
days of receipt of such notice, the Receiving Party shall return all of
the original confidential Information and shall destroy all copies and
reproductions (both written and electronic) in its possession and in the
possession of persons to whom it was disclosed pursuant to Paragraphs 4
and 5 hereof.
9. If the Receiving Party acquires any of the Disclosing Party's rights
in the Area, then this Agreement shall terminate automatically on the date
the Receiving Party enters into a further agreement which contains
provisions covering the confidentiality of data in the Area. Unless
earlier terminated under the preceding sentence, the confidentiality
obligations set forth in this Agreement shall terminate after six months
after the date of this Agreement.
10. The Disclosing Party hereby represents and warrants that it has the
right and authority to disclose the Confidential Information to the
Receiving Party. However, the Disclosing Party, its subsidiaries,
Affiliated Companies and their officers, directors and employees make no
representations or warranties, express or implied, as to the quality,
accuracy or completeness of the information disclosed hereunder or the
ability of the properties to produce. The information provided hereunder
contains estimates reflecting various assumptions concerning anticipated
results, and may or may not prove to be correct. The Disclosing Party its
subsidiaries, Affiliated Companies and their officers, directors and
employees shall have no liability whatsoever with respect to the use of,
or reliance upon such information, or for any omissions from same. The
Receiving Party expressly acknowledges the inherent risk of error in the
acquisition, processing and interpretation of geological and geophysical
data. Any descriptions of documents disclosed hereunder do not purport to
be complete statements thereof, and are qualified and subject to the
detailed provisions of such documents. In all cases, the Receiving Party
should conduct its own investigation and analysis of the Confidential
Information.
11. (a) This Agreement shall be governed by and interpreted in accordance
with the substantive and procedural laws of the State of Colorado.
(b) Any dispute arising out of or relating to this Agreement, including
any question regarding its existence, validity or termination, which
cannot be amicably resolved by the Parties, shall be settled before three
arbitrators, one to be appointed by each Party and the two so appointed
shall appoint the third arbitrator, in accordance with the Arbitration
Rules of the American Arbitration Association in Denver, Colorado, and
judgment upon the award rendered by the arbitrators may be entered in any
court having jurisdiction thereof. A dispute shall be deemed to have
arisen when either Party notifies the other Party in writing to that
effect.
12. Unless otherwise expressly agreed to in writing, any prior or future
proposals or offers made in the course of the Parties' discussions are
implicitly subject to all necessary management and government approvals
and may be withdrawn by either at any time. Nothing contained herein is
intended to confer upon the Receiving Party any right whatsoever to the
Disclosing Party's interest in the Area.
13. No amendments, changes or modifications to this Agreement shall be
valid except if the same are in writing and signed by a duly authorized
representative of each of the Parties herein.
14. This Agreement comprises the full and complete agreement of the
Parties hereto with respect to the disclosure of the Confidential
Information and supersedes and cancels all prior communications,
understandings and agreements between the Parties hereto, whether written
or oral, expressed or implied.
IN WITNESS WHEREOF, the duly authorized representatives of the
Parties have caused this Agreement to be executed on the date first
written above.
DISCLOSING PARTY
By: /s/
Title: Team Leader, North American
RECEIVING PARTY
By: /s/
Title:
EXHIBIT A2
The following table lists the township and ranges which are consider to be
the exploration areas included in the confidentiality agreement under
paragraph 1.
California Wyoming
San Joaquin Powder River
Basin Basin
14S 15E to 21E 43N 73W
15S 15C to 22E 42N 73W
16S 15E to 23E
17S 15E to 24E
18S 15E to 24E 37N 71W Sections 1-16, 22-
27, 34-36
19S 15E to 25E
20S 15E to 25E
21S 15E to 27E
22S 15E to 28E Utah
23S 15E to 28E Paradox Basin
24S 15E to 28E 29S 23E Sec 18 & 24
25S 17E to 28E 29S 24E Sec 7,8,17,18,
26S 17E to 28E & 19
27S 17E to 29E
28S 17E to 29E
29S 17E to 30E
30S 17E to 30E
North Dakota
Williston Basin
Limited to the 3D outline as
shown in Attachment 1 as
part of Exhibit A2
Exhibit A2 Attachment 2 (Map)
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT, entered into this the 14th day of November, 1996, by
and between Ampolex (USA), Inc., a corporation organized and existing
under the laws of Texas (hereinafter referred to as the "Disclosing
Party") and Medallion Exploration, a corporation organized and existing
under the laws of Utah (hereinafter referred to as the "Receiving Party").
1. In connection with the evaluation and the possible acquisition by the
Receiving Party of certain petroleum exploration and production interests
located in the United States as more fully described in Exhibits A-1 and A-
2 attached hereto and made a part hereof (hereinafter referred to as the
"Area") the Disclosing Party is willing, in accordance with the terms and
conditions of this Agreement, to disclose to the Receiving Party certain
confidential information which is proprietary, relating to the Area which
includes, but is not necessarily limited to, geological and geophysical
data, maps, models and interpretations and may also include commercial,
contractual and financial information whether written or oral (hereinafter
referred to as the "Confidential Information"). In no event shall the
Receiving Party be entitled to make or receive photocopies or
reproductions (whether digital or electronic) of such Confidential
Information except to the extent that the Disclosing Party, in its sole
discretion, issues written authorization permitting same.
2. In consideration of the disclosure referred to in Paragraph 1 hereof,
the Receiving Party agrees that the Confidential Information shall be kept
strictly confidential and shall not be sold, traded, published or
otherwise disclosed to anyone in any manner whatsoever, including by means
of photocopy or reproduction, without the Disclosing Party's prior written
consent, except as provided in Paragraphs 3,4 and 5 below.
3. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent only to the extent such
information.
(a) is already known to the Receiving Party as of the date of disclosure
hereunder;
(b) is already in possession of the public or becomes available to the
public other than through the act or omission of the Receiving Party;
(c) is required to be disclosed under applicable law or by a governmental
order, decree, regulation or rule (provided that the Receiving Party shall
give written notice to the Disclosing Party prior to such disclosure); or
(d) is acquired independently from a third party that represents that it
has the right to disseminate such information at the time it is acquired
by the Receiving Party.
4. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent to an Affiliated Company (as
hereinafter defined), provided that the Receiving Party guarantees the
adherence of such Affiliated Company to the terms of this Agreement.
"Affiliated Company" shall mean any company or legal entity which (a)
controls either directly or indirectly a Receiving Party, or (b) which is
controlled directly or indirectly by such Receiving Party, or (c) is
directly or indirectly controlled by a company or entity which directly or
indirectly controls such Receiving Party. "Control" means the right to
exercise 50% or more of the voting rights in the appointment of the
directors of such company.
5. The Receiving Party shall be entitled to disclose the Confidential
Information without the Disclosing Party's prior written consent to such
of the following persons who have a clear need to know in order to
evaluate the Area:
(a) employees, officers and directors of the Receiving Party;
(b) employees, officers and directors of an Affiliated Company;
(c) any professional consultant or agent retained by the Receiving Party
for the purpose of evaluating the Confidential Information; or
(d) any bank financing Receiving Party's participation in the Area,
including any professional consultant retained by such bank for the
purpose of evaluating the Confidential Information.
Prior to making any such disclosures to persons under subparagraphs (c)
and (d) above, however, the Receiving Party shall obtain a written
undertaking of confidentiality, in the same form and content as this
Agreement, from each such person.
6. The Receiving Party and its Affiliated Companies, if any, shall only
use or permit the use of the Confidential Information disclosed under
Paragraphs 4 or 5 above to evaluate the Area and determine whether to
enter into negotiations concerning the acquisition of all or part of the
Disclosing Party's rights in the Area.
The Receiving Party and its Affiliated Companies shall not, during the
term hereof, acquire any rights or otherwise seek to compete with
Disclosing Party in the Area without Disclosing Party's prior written
consent. In the event the Receiving Party and its Affiliated Companies
acquire any rights in the Area during the term hereof other than the
Disclosing Party's rights as provided in Paragraph 9 below, it shall
promptly assign such rights at cost to the Disclosing Party.
7. The Receiving Party shall be responsible for ensuring that all
persons to whom the Confidential Information is disclosed under this
Agreement shall keep such information confidential and shall not disclose
or divulge the same to any unauthorized person. Neither Party shall be
liable in an action initiated by one against the other for special,
indirect or consequential damages resulting from or arising out of this
Agreement, including, without limitation, loss of profit or business
interruptions, however same may be caused.
8. The Confidential Information shall remain the property of the
Disclosing Party, and the Disclosing Party may demand the return thereof
at any time upon giving written notice to the Receiving Party. Within 30
days of receipt of such notice, the Receiving Party shall return all of
the original confidential Information and shall destroy all copies and
reproductions (both written and electronic) in its possession and in the
possession of persons to whom it was disclosed pursuant to Paragraphs 4
and 5 hereof.
9. If the Receiving Party acquires any of the Disclosing Party's rights
in the Area, then this Agreement shall terminate automatically on the date
the Receiving Party enters into a further agreement which contains
provisions covering the confidentiality of data in the Area. Unless
earlier terminated under the preceding sentence, the confidentiality
obligations set forth in this Agreement shall terminate three years after
the date of this Agreement.
10. The Disclosing Party hereby represents and warrants that it has the
right and authority to disclose the Confidential Information to the
Receiving Party. However, the Disclosing Party, its subsidiaries,
Affiliated Companies and their officers, directors and employees make no
representations or warranties, express or implied, as to the quality,
accuracy or completeness of the information disclosed hereunder or the
ability of the properties to produce. The information provided hereunder
contains estimates reflecting various assumptions concerning anticipated
results, and may or may not prove to be correct. The Disclosing Party its
subsidiaries, Affiliated Companies and their officers, directors and
employees shall have no liability whatsoever with respect to the use of,
or reliance upon such information, or for any omissions from same. The
Receiving Party expressly acknowledges the inherent risk of error in the
acquisition, processing and interpretation of geological and geophysical
data. Any descriptions of documents disclosed hereunder do not purport to
be complete statements thereof, and are qualified and subject to the
detailed provisions of such documents. In all cases, the Receiving Party
should conduct its own investigation and analysis of the Confidential
Information.
11. (a) This Agreement shall be governed by and interpreted in accordance
with the substantive and procedural laws of the State of Colorado.
(b) Any dispute arising out of or relating to this Agreement, including
any question regarding its existence, validity or termination, which
cannot be amicably resolved by the Parties, shall be settled before three
arbitrators, one to be appointed by each Party and the two so appointed
shall appoint the third arbitrator, in accordance with the Arbitration
Rules of the American Arbitration Association in Denver, Colorado, and
judgment upon the award rendered by the arbitrators may be entered in any
court having jurisdiction thereof. A dispute shall be deemed to have
arisen when either Party notifies the other Party in writing to that
effect.
12. Unless otherwise expressly agreed to in writing, any prior or future
proposals or offers made in the course of the Parties' discussions are
implicitly subject to all necessary management and government approvals
and may be withdrawn by either at any time. Nothing contained herein is
intended to confer upon the Receiving Party any right whatsoever to the
Disclosing Party's interest in the Area.
13. No amendments, changes or modifications to this Agreement shall be
valid except if the same are in writing and signed by a duly authorized
representative of each of the Parties herein.
14. This Agreement comprises the full and complete agreement of the
Parties hereto with respect to the disclosure of the Confidential
Information and supersedes and cancels all prior communications,
understandings and agreements between the Parties hereto, whether written
or oral, expressed or implied.
IN WITNESS WHEREOF, the duly authorized representatives of the
Parties have caused this Agreement to be executed on the date first
written above.
DISCLOSING PARTY
By: /s/
Title: Team Leader, North American
RECEIVING PARTY
By: /s/
Title: President
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT, entered into this the 7th day of January, 1997, by
and between Ampolex (USA), Inc., a corporation organized and existing
under the laws of Texas USA (hereinafter referred to as the "Disclosing
Party") and Gotland Oil, Inc., a corporation organized and existing under
the laws of Texas (hereinafter referred to as the "Receiving Party").
1. In connection with the evaluation and the possible acquisition by the
Receiving Party of certain petroleum exploration and production interests
located in the United States as more fully described in Exhibits A-1 and A-
2 attached hereto and made a part hereof (hereinafter referred to as the
"Area") the Disclosing Party is willing, in accordance with the terms and
conditions of this Agreement, to disclose to the Receiving Party certain
confidential information which is proprietary, relating to the Area which
includes, but is not necessarily limited to, geological and geophysical
data, maps, models and interpretations and may also include commercial,
contractual and financial information whether written or oral (hereinafter
referred to as the "Confidential Information"). In no event shall the
Receiving Party be entitled to make or receive photocopies or
reproductions (whether digital or electronic) of such Confidential
Information except to the extent that the Disclosing Party, in its sole
discretion, issues written authorization permitting same.
2. In consideration of the disclosure referred to in Paragraph 1 hereof,
the Receiving Party agrees that the Confidential Information shall be kept
strictly confidential and shall not be sold, traded, published or
otherwise disclosed to anyone in any manner whatsoever, including by means
of photocopy or reproduction, without the Disclosing Party's prior written
consent, except as provided in Paragraphs 3,4 and 5 below.
3. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent only to the extent such
information.
(a) is already known to the Receiving Party as of the date of disclosure
hereunder;
(b) is already in possession of the public or becomes available to the
public other than through the act or omission of the Receiving Party;
(c) is required to be disclosed under applicable law or by a governmental
order, decree, regulation or rule (provided that the Receiving Party shall
give written notice to the Disclosing Party prior to such disclosure); or
(d) is acquired independently from a third party that represents that it
has the right to disseminate such information at the time it is acquired
by the Receiving Party.
4. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent to an Affiliated Company (as
hereinafter defined), provided that the Receiving Party guarantees the
adherence of such Affiliated Company to the terms of this Agreement.
"Affiliated Company" shall mean any company or legal entity which (a)
controls either directly or indirectly a Receiving Party, or (b) which is
controlled directly or indirectly by such Receiving Party, or (c) is
directly or indirectly controlled by a company or entity which directly or
indirectly controls such Receiving Party. "Control" means the right to
exercise 50% or more of the voting rights in the appointment of the
directors of such company.
5. The Receiving Party shall be entitled to disclose the Confidential
Information without the Disclosing Party's prior written consent to such
of the following persons who have a clear need to know in order to
evaluate the Area:
(a) employees, officers and directors of the Receiving Party;
(b) employees, officers and directors of an Affiliated Company;
(c) any professional consultant or agent retained by the Receiving Party
for the purpose of evaluating the Confidential Information; or
(d) any bank financing Receiving Party's participation in the Area,
including any professional consultant retained by such bank for the
purpose of evaluating the Confidential Information.
Prior to making any such disclosures to persons under subparagraphs (c)
and (d) above, however, the Receiving Party shall obtain a written
undertaking of confidentiality, in the same form and content as this
Agreement, from each such person.
6. The Receiving Party and its Affiliated Companies, if any, shall only
use or permit the use of the Confidential Information disclosed under
Paragraphs 4 or 5 above to evaluate the Area and determine whether to
enter into negotiations concerning the acquisition of all or part of the
Disclosing Party's rights in the Area.
The Receiving Party and its Affiliated Companies shall not, during the
term hereof, acquire any rights or otherwise seek to compete with
Disclosing Party in the Area without Disclosing Party's prior written
consent. In the event the Receiving Party and its Affiliated Companies
acquire any rights in the Area during the term hereof other than the
Disclosing Party's rights as provided in Paragraph 9 below, it shall
promptly assign such rights at cost to the Disclosing Party.
7. The Receiving Party shall be responsible for ensuring that all
persons to whom the Confidential Information is disclosed under this
Agreement shall keep such information confidential and shall not disclose
or divulge the same to any unauthorized person. Neither Party shall be
liable in an action initiated by one against the other for special,
indirect or consequential damages resulting from or arising out of this
Agreement, including, without limitation, loss of profit or business
interruptions, however same may be caused.
8. The Confidential Information shall remain the property of the
Disclosing Party, and the Disclosing Party may demand the return thereof
at any time upon giving written notice to the Receiving Party. Within 30
days of receipt of such notice, the Receiving Party shall return all of
the original confidential Information and shall destroy all copies and
reproductions (both written and electronic) in its possession and in the
possession of persons to whom it was disclosed pursuant to Paragraphs 4
and 5 hereof.
9. If the Receiving Party acquires any of the Disclosing Party's rights
in the Area, then this Agreement shall terminate automatically on the date
the Receiving Party enters into a further agreement which contains
provisions covering the confidentiality of data in the Area. Unless
earlier terminated under the preceding sentence, the confidentiality
obligations set forth in this Agreement shall terminate three years after
the date of this Agreement.
10. The Disclosing Party hereby represents and warrants that it has the
right and authority to disclose the Confidential Information to the
Receiving Party. However, the Disclosing Party, its subsidiaries,
Affiliated Companies and their officers, directors and employees make no
representations or warranties, express or implied, as to the quality,
accuracy or completeness of the information disclosed hereunder or the
ability of the properties to produce. The information provided hereunder
contains estimates reflecting various assumptions concerning anticipated
results, and may or may not prove to be correct. The Disclosing Party its
subsidiaries, Affiliated Companies and their officers, directors and
employees shall have no liability whatsoever with respect to the use of,
or reliance upon such information, or for any omissions from same. The
Receiving Party expressly acknowledges the inherent risk of error in the
acquisition, processing and interpretation of geological and geophysical
data. Any descriptions of documents disclosed hereunder do not purport to
be complete statements thereof, and are qualified and subject to the
detailed provisions of such documents. In all cases, the Receiving Party
should conduct its own investigation and analysis of the Confidential
Information.
11. (a) This Agreement shall be governed by and interpreted in accordance
with the substantive and procedural laws of the State of Colorado.
(b) Any dispute arising out of or relating to this Agreement, including
any question regarding its existence, validity or termination, which
cannot be amicably resolved by the Parties, shall be settled before three
arbitrators, one to be appointed by each Party and the two so appointed
shall appoint the third arbitrator, in accordance with the Arbitration
Rules of the American Arbitration Association in Denver, Colorado, and
judgment upon the award rendered by the arbitrators may be entered in any
court having jurisdiction thereof. A dispute shall be deemed to have
arisen when either Party notifies the other Party in writing to that
effect.
12. Unless otherwise expressly agreed to in writing, any prior or future
proposals or offers made in the course of the Parties' discussions are
implicitly subject to all necessary management and government approvals
and may be withdrawn by either at any time. Nothing contained herein is
intended to confer upon the Receiving Party any right whatsoever to the
Disclosing Party's interest in the Area.
13. No amendments, changes or modifications to this Agreement shall be
valid except if the same are in writing and signed by a duly authorized
representative of each of the Parties herein.
14. This Agreement comprises the full and complete agreement of the
Parties hereto with respect to the disclosure of the Confidential
Information and supersedes and cancels all prior communications,
understandings and agreements between the Parties hereto, whether written
or oral, expressed or implied.
IN WITNESS WHEREOF, the duly authorized representatives of the
Parties have caused this Agreement to be executed on the date first
written above.
DISCLOSING PARTY
By: /s/
Title: Team Leader, North American
RECEIVING PARTY
By: /s/
Title: Vice President
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT, entered into this the 8th day of January, 1997, by
and between Ampolex (USA), Inc., a corporation organized and existing
under the laws of Texas (hereinafter referred to as the "Disclosing
Party") and Lario Oil & Gas, a corporation organized and existing under
the laws of --------- (hereinafter referred to as the "Receiving Party").
1. In connection with the evaluation and the possible acquisition by the
Receiving Party of certain petroleum exploration and production interests
located in the United States as more fully described in Exhibits A-1 and A-
2 attached hereto and made a part hereof (hereinafter referred to as the
"Area") the Disclosing Party is willing, in accordance with the terms and
conditions of this Agreement, to disclose to the Receiving Party certain
confidential information which is proprietary, relating to the Area which
includes, but is not necessarily limited to, geological and geophysical
data, maps, models and interpretations and may also include commercial,
contractual and financial information whether written or oral (hereinafter
referred to as the "Confidential Information"). In no event shall the
Receiving Party be entitled to make or receive photocopies or
reproductions (whether digital or electronic) of such Confidential
Information except to the extent that the Disclosing Party, in its sole
discretion, issues written authorization permitting same.
2. In consideration of the disclosure referred to in Paragraph 1 hereof,
the Receiving Party agrees that the Confidential Information shall be kept
strictly confidential and shall not be sold, traded, published or
otherwise disclosed to anyone in any manner whatsoever, including by means
of photocopy or reproduction, without the Disclosing Party's prior written
consent, except as provided in Paragraphs 3,4 and 5 below.
3. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent only to the extent such
information.
(a) is already known to the Receiving Party as of the date of disclosure
hereunder;
(b) is already in possession of the public or becomes available to the
public other than through the act or omission of the Receiving Party;
(c) is required to be disclosed under applicable law or by a governmental
order, decree, regulation or rule (provided that the Receiving Party shall
give written notice to the Disclosing Party prior to such disclosure); or
(d) is acquired independently from a third party that represents that it
has the right to disseminate such information at the time it is acquired
by the Receiving Party.
4. The Receiving Party may disclose the Confidential Information without
the Disclosing Party's prior written consent to an Affiliated Company (as
hereinafter defined), provided that the Receiving Party guarantees the
adherence of such Affiliated Company to the terms of this Agreement.
"Affiliated Company" shall mean any company or legal entity which (a)
controls either directly or indirectly a Receiving Party, or (b) which is
controlled directly or indirectly by such Receiving Party, or (c) is
directly or indirectly controlled by a company or entity which directly or
indirectly controls such Receiving Party. "Control" means the right to
exercise 50% or more of the voting rights in the appointment of the
directors of such company.
5. The Receiving Party shall be entitled to disclose the Confidential
Information without the Disclosing Party's prior written consent to such
of the following persons who have a clear need to know in order to
evaluate the Area:
(a) employees, officers and directors of the Receiving Party;
(b) employees, officers and directors of an Affiliated Company;
(c) any professional consultant or agent retained by the Receiving Party
for the purpose of evaluating the Confidential Information; or
(d) any bank financing Receiving Party's participation in the Area,
including any professional consultant retained by such bank for the
purpose of evaluating the Confidential Information.
Prior to making any such disclosures to persons under subparagraphs (c)
and (d) above, however, the Receiving Party shall obtain a written
undertaking of confidentiality, in the same form and content as this
Agreement, from each such person.
6. The Receiving Party and its Affiliated Companies, if any, shall only
use or permit the use of the Confidential Information disclosed under
Paragraphs 4 or 5 above to evaluate the Area and determine whether to
enter into negotiations concerning the acquisition of all or part of the
Disclosing Party's rights in the Area.
The Receiving Party and its Affiliated Companies shall not, during the
term hereof, acquire any rights or otherwise seek to compete with
Disclosing Party in the Area without Disclosing Party's prior written
consent. In the event the Receiving Party and its Affiliated Companies
acquire any rights in the Area during the term hereof other than the
Disclosing Party's rights as provided in Paragraph 9 below, it shall
promptly assign such rights at cost to the Disclosing Party.
7. The Receiving Party shall be responsible for ensuring that all
persons to whom the Confidential Information is disclosed under this
Agreement shall keep such information confidential and shall not disclose
or divulge the same to any unauthorized person. Neither Party shall be
liable in an action initiated by one against the other for special,
indirect or consequential damages resulting from or arising out of this
Agreement, including, without limitation, loss of profit or business
interruptions, however same may be caused.
8. The Confidential Information shall remain the property of the
Disclosing Party, and the Disclosing Party may demand the return thereof
at any time upon giving written notice to the Receiving Party. Within 30
days of receipt of such notice, the Receiving Party shall return all of
the original confidential Information and shall destroy all copies and
reproductions (both written and electronic) in its possession and in the
possession of persons to whom it was disclosed pursuant to Paragraphs 4
and 5 hereof.
9. If the Receiving Party acquires any of the Disclosing Party's rights
in the Area, then this Agreement shall terminate automatically on the date
the Receiving Party enters into a further agreement which contains
provisions covering the confidentiality of data in the Area. Unless
earlier terminated under the preceding sentence, the confidentiality
obligations set forth in this Agreement shall terminate three years after
the date of this Agreement.
10. The Disclosing Party hereby represents and warrants that it has the
right and authority to disclose the Confidential Information to the
Receiving Party. However, the Disclosing Party, its subsidiaries,
Affiliated Companies and their officers, directors and employees make no
representations or warranties, express or implied, as to the quality,
accuracy or completeness of the information disclosed hereunder or the
ability of the properties to produce. The information provided hereunder
contains estimates reflecting various assumptions concerning anticipated
results, and may or may not prove to be correct. The Disclosing Party its
subsidiaries, Affiliated Companies and their officers, directors and
employees shall have no liability whatsoever with respect to the use of,
or reliance upon such information, or for any omissions from same. The
Receiving Party expressly acknowledges the inherent risk of error in the
acquisition, processing and interpretation of geological and geophysical
data. Any descriptions of documents disclosed hereunder do not purport to
be complete statements thereof, and are qualified and subject to the
detailed provisions of such documents. In all cases, the Receiving Party
should conduct its own investigation and analysis of the Confidential
Information.
11. (a) This Agreement shall be governed by and interpreted in accordance
with the substantive and procedural laws of the State of Colorado.
(b) Any dispute arising out of or relating to this Agreement, including
any question regarding its existence, validity or termination, which
cannot be amicably resolved by the Parties, shall be settled before three
arbitrators, one to be appointed by each Party and the two so appointed
shall appoint the third arbitrator, in accordance with the Arbitration
Rules of the American Arbitration Association in Denver, Colorado, and
judgment upon the award rendered by the arbitrators may be entered in any
court having jurisdiction thereof. A dispute shall be deemed to have
arisen when either Party notifies the other Party in writing to that
effect.
12. Unless otherwise expressly agreed to in writing, any prior or future
proposals or offers made in the course of the Parties' discussions are
implicitly subject to all necessary management and government approvals
and may be withdrawn by either at any time. Nothing contained herein is
intended to confer upon the Receiving Party any right whatsoever to the
Disclosing Party's interest in the Area.
13. No amendments, changes or modifications to this Agreement shall be
valid except if the same are in writing and signed by a duly authorized
representative of each of the Parties herein.
14. This Agreement comprises the full and complete agreement of the
Parties hereto with respect to the disclosure of the Confidential
Information and supersedes and cancels all prior communications,
understandings and agreements between the Parties hereto, whether written
or oral, expressed or implied.
IN WITNESS WHEREOF, the duly authorized representatives of the
Parties have caused this Agreement to be executed on the date first
written above.
DISCLOSING PARTY
By: /s/
Title: Team Leader, North American
RECEIVING PARTY
By: /s/ Duane L. Haley
Title: Division Landman