PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (hereinafter referred to as the
"Agreement") is made and entered into as of the 31st day of October, 1997, by
and among BOIS D'ARC RESOURCES, a Louisiana partnership of Wayne L. Laufer and
Gary W. Blackie ("Bois D'Arc"), and the other persons identified on the
signature pages hereto as a Seller (individually a "Seller" and collectively,
"Sellers") and COMSTOCK OIL & GAS -- LOUISIANA, INC., a Nevada corporation
("Purchaser").
RECITALS
WHEREAS, Sellers are owners of or represent various interests in and to the
real and personal property described below:
(1) The undivided interests in and to the depths and formations depicted on
the Exhibit "A" attached hereto, in and to (i) the oil, gas and mineral
properties and interests described on Exhibit "A", including but not limited to,
leasehold, fee and mineral interests necessary to deliver the net revenue
described in Exhibit "A", and payments out of or measured by Production
(hereinafter defined) (said undivided interests being herein referred to as the
"Leases"); (ii) the units, pooled acreage, spacing, or proration units or other
allocation of acreage, and all rights associated therewith, which are applicable
to the Leases and have been established by, or in accordance with, (A)
applicable contractual provisions regarding unitization, communitization,
pooling, spacing or proration, or (B) applicable state or federal law;
(2) The undivided interests set forth on Exhibit "A" in and to all oil,
gas, casinghead gas, condensate, distillate and other liquid or gaseous
hydrocarbons and other minerals which are in, under, upon, and produced from or
allocable (or to be produced from or allocable) to the Leases (such hydrocarbons
and minerals being hereinafter referred to as "Production"), including "pipeline
fill" and inventory attributable to the interests described in Exhibit "A", or
the proceeds from the sale of such Production;
(3) All personal property of every kind and character located on the Leases
or used in the operation thereof including, without limitation, wells (whether
productive or non-productive, active or inactive) (the "Wells"), well equipment,
casing, tanks, machinery, gathering lines and systems, treatment facilities,
pipelines, boats, barges, platforms and other appurtenances, and any other
personal property situated thereon, but specifically excluding those items
listed on Schedule 1 hereto (herein individually and collectively called "Wells
and Equipment");
(4) All rights, privileges, benefits, permissions and authorizations
(including, without limitation, permits, licenses, servitudes, easements, and
rights-of-way) in respect of the use and occupation of the surface of such
Leases, and the subsurface depths under the land and premises covered by and
benefiting such Leases, but excluding any security bonds or deposits relating to
the operation of the Leases (herein called individually and collectively
"Rights-of-Way and Permits");
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(5) All of the orders, gas purchase and sale contracts (wherein Sellers are
a selling party), crude purchase and sale agreements (wherein Sellers are a
selling party), surface leases, farmin agreements, farmout agreements, bottom
hole agreements, acreage contribution agreements, operating agreements, unit
agreements, processing agreements, options, leases of equipment or facilities
and other contracts, agreements and rights which are owned by Sellers, in whole
or in part and are (i) appurtenant to the Leases or (ii) used or held for use in
connection with the ownership or operation of the Leases or with the Production,
treatment on the Leases, sale or disposal of water, hydrocarbons or associated
substances (herein called individually and collectively the "Contracts"); and
(6) All of the files, records and data relating to the items described in
subsections (1), (2), (3), (4) and (5) above (the "Records"), including, without
limitation, lease files, title records (including abstracts of title, title
opinions and title curative documents), contracts, correspondence, geological,
geophysical and seismic records, data and information, and production records,
electric logs, core data, pressure data and decline curves and graphical
production curves and all related matters, to the extent Sellers have the
authority to release such Records.
The Leases, Production, Wells and Equipment, the Rights-of-Way and Permits,
the Contracts and the Records referred to in 1 through 6 above are hereinafter
sometimes referred to individually and collectively in the singular as
"Property."
WHEREAS, Sellers desire to sell and convey, and Purchaser desires to
purchase and receive Sellers' interests as set forth in Exhibit "A" in and to
the Property which is described herein, upon and subject to the terms and
conditions set forth herein.
NOW, THEREFORE, for and in consideration of the mutual agreements herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confessed, Sellers and
Purchaser hereby agree as follows:
1. Sale and Purchase. Sellers agree to sell and convey to Purchaser and
Purchaser agrees to purchase and pay for all of Sellers' right, title and
interest, as described in Exhibit "A", in and to the Property as hereinafter
provided.
2. Purchase Price. The purchase price for the Property shall be Two Hundred
Five Million Dollars ($205,000,000) (the "Purchase Price"), and shall be payable
by Purchaser to Sellers in immediately available funds at the Closing
(hereinafter defined). However, the Purchase Price shall be subject to
adjustment as hereinafter provided. Set forth on Schedule 2 is Purchaser's
allocation of the Purchase Price among the properties comprising the Property
and Purchaser's allocation of the Purchase Price to each individual Seller based
on each such Seller's interest in the Property.
3. Closing and Effective Date.
(a) The closing of the sale and purchase of the Property shall take
place on or before December 15, 1997 (the "Closing"), at the offices of
Purchaser, or at such other time, place or manner as may be mutually agreeable
to the parties. The sale of the Property shall be effective as
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of 7:00 a.m. Central Standard Time, on November 1, 1997 (the "Effective Date").
It is the intent of the parties that Purchaser shall be responsible for all
costs associated with operating the Property after the Effective Date and shall
be entitled to all revenues attributed by the purchaser of production to the
month of November 1997, and thereafter.
(b) At the Closing, the Property shall be conveyed and transferred by
Sellers to Purchaser by the execution and delivery of an Assignment and Bill of
Sale (the "Assignment") in substantially the form of Assignment and Bill of Sale
attached hereto as Exhibit "B", and such other instruments of conveyance as may
be requested by Purchaser. Purchaser shall be entitled to all of Sellers' rights
as described in Exhibit "A" (including, without limitation, the rights to all
Production and proceeds of Production) appurtenant and attributable to the
Property and shall be subject to the duties and obligations attendant with
ownership of the Property for the period from and after the Effective Date.
Sellers shall be entitled to all of the rights (including, without limitation,
the rights to all Production and proceeds of Production) appurtenant and
attributable to the Property and shall be subject to the duties and obligations
attendant with ownership of the Property, for the period prior to the Effective
Date.
4. Adjustments to Purchase Price. The Purchase Price shall be adjusted at
the Closing in accordance with the "Interim Settlement Statement" (hereinafter
defined) and in accordance with the "Final Settlement Statement" (hereinafter
defined) as follows:
(a) The Purchase Price shall be increased by the following:
(1) the value of all merchantable allowable oil or other liquid
hydrocarbons in storage owned by Sellers in the tanks or above the pipeline
connection or not otherwise accounted for by Purchaser (to be based on the
October 1997 prices received by Sellers) at the Effective Date, and not
previously sold by Sellers, that is credited to the Property valued at the
contract price thereto, or if none, the market price in effect as of the
Effective Date, less taxes or gravity adjustments deducted by the purchaser of
such oil or other liquid hydrocarbons;
(2) the amount of all reasonable expenditures made in connection
with the ownership, operation and maintenance of the Property (including
royalties and rentals) and in accordance with generally accepted accounting
principles ("GAAP") and prudent operations, attributable solely to the period
from and after the Effective Date and which are paid by or on behalf of Sellers
after the Effective Date. Notwithstanding anything in this Agreement, Sellers
shall be solely responsible for all tangible and intangible capital costs
relative to the drilling, completion and placing on production of the Wells
incurred prior to Closing, including but not limited to, seismic acquisition,
surface damages, pipeline rights-of-way, and surface restorations (hereinafter
referred to as "Capital Expenditures"); provided however, that the Purchase
Price will be increased by an amount equal to all lease acquisition costs
relating to prospects that are incurred by Sellers, to the extent such
acquisitions are approved in advance in writing by Purchaser;
(3) an amount equal to all prepaid expenses attributable to the
ownership, operation and maintenance of the Property that are paid by or on
behalf of Sellers after the Effective Date and prior to the Closing Date and
that are, in accordance with GAAP attributable solely to the period from and
after the Effective Date; and
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(4) to the extent the agreements affecting same are acceptable to
Purchaser, any other amount agreed upon by Purchaser and Sellers.
(b) The Purchase Price shall be decreased by the following:
(1) the amount of any proceeds from the sale of Production
attributable to the period on or after the Effective Date (net of production,
severance and similar taxes and assessments measured by or payable out of
production) actually received or accrued by or on behalf of Sellers;
(2) an amount equal to all unpaid ad valorem, property,
production, profit, severance and similar taxes and assessments based upon or
measured by the ownership of the Property or the production of oil, gas or other
minerals therefrom or the receipt of proceeds attributable thereto, which accrue
to or are chargeable against the Property (in accordance with GAAP) and which
are attributable to the period prior to the Effective Date;
(3) any amounts received by Sellers (whether prior to or
subsequent to the Effective Date) pursuant to "take-or-pay," advance payment or
similar provisions of any production sales contract, any gas balancing
agreement, or any other agreement, to the extent any purchaser has the right to
apply any such amounts to Production delivered after the Effective Date;
(4) any reduction in the value of the Property resulting from the
existence of a Defect (as defined herein) which is not cured or waived prior to
Closing; and
(5) any other amount agreed upon by Purchaser and Sellers.
(c) All monies received by either party hereto which, under the terms
of this Agreement or otherwise, belong to the other party, shall be received in
trust by the party receiving such funds, and shall monthly, upon receipt, be
paid over to the other party. The parties agree, in this regard, to cooperate
fully and to execute, endorse and deliver as expeditiously as practicable such
papers, checks and documents as are needed promptly to complete the transfer of
such payments;
(d) After the Closing, if an invoice or other evidence of an
obligation relating to the Property is received which is applicable to periods
both prior to and after the Effective Date, and is partly the obligation of
Sellers and partly the obligation of Purchaser, then each party shall pay its
respective portion of such obligation to the obligee, prorated between the
parties as of the Effective Date;
(e) At and after the Closing, Purchaser and Sellers will cooperate
fully in notifying all applicable third parties (including the execution by
Sellers of such transfer orders, letters in lieu, change of operator, etc., as
may be requested by Purchaser) so that notices, proceeds and invoices from such
third parties may take into account the fact that Purchaser has acquired the
Property as of the Effective Date;
(f) The provisions of this Section 4 shall survive the Closing hereof.
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5. Property Conditions, Title Review, Property Information and Casualty
Losses.
(a) Property Conditions. Sellers agree that for a period of time
commencing upon the date of this Agreement and continuing until 5 business days
before Closing (the "Review Period"), Purchaser, personally or through its
authorized agents or representatives, shall have the right to make any and all
physical inspections of the Property which Purchaser may desire to make or to
have made and to make all such other inspections, surveys, tests or other
studies (including, but not limited to, environmental assessments and
evaluations) as Purchaser deems necessary or desirable. Purchaser, and its
authorized agents and representatives, with prior notice to Sellers, may enter
upon the Property for the purpose of conducting those inspections, surveys,
tests, and studies. If Purchaser shall determine that the condition of the
Property is not in compliance with any governmental regulations (including
environmental regulations), then upon discovery Purchaser must promptly give
written notice to Sellers (but in no event later than the last day of the Review
Period) of such condition. Upon receipt of such notice, Sellers shall have the
option, but not the obligation, to (a) cure or remedy such condition to the
satisfaction of Purchaser (if current remediation of such condition is required
by a governmental agency, Sellers agree that the condition shall be remedied in
accordance with and to the satisfaction of the appropriate agency's
requirements); or (b) agree with Purchaser on a reduction to the Purchase Price,
which reduction shall reflect Purchaser's cost to remedy such condition. If the
condition cannot be cured or remedied to Purchaser's satisfaction and if
agreement cannot be reached on reduction to the Purchase Price, then the
affected Property may be excluded by Purchaser from the Property to be acquired
by Purchaser hereunder and the Purchase Price shall be reduced according to the
value of the affected Property (or that portion of such Property so affected) as
determined by the allocated value shown on Schedule 2. In the event the parties
fail to agree upon the implementation of either subclause (a) or (b) prior to
Closing, and if a reduction of more than 20% in the Purchase Price results from
the exclusion by Purchaser of the affected Property, Purchaser may terminate
this Agreement by delivery of written notice so indicating to Sellers, in which
event this Agreement shall terminate, and the parties hereto shall have no
further rights or obligations under this Agreement. Notwithstanding the
foregoing, Purchaser shall not be entitled to exclude Main Pass Block 25
pursuant to a Defect unless Purchaser also excludes Main Pass Block 21 from the
purchase hereunder.
(b) Defects. During the Review Period, Sellers shall provide
Purchaser, personally or through its authorized agents or representatives, full
access during normal business hours to the Selling Group Representative's (as
defined herein) office and premises to review and inspect all Records,
including, but not limited to, all abstracts of title, lease files, unit files,
production and marketing files, title opinions, title files, title records and
other files or information in any Seller's possession or to which any such
Seller has access which relate to the Property and the status of Sellers' title
thereto, and Purchaser shall have the right to make and retain copies of any of
such Records.
(c) Notice of Defect. If during the Review Period, Purchaser
determines that the Property is subject to a Defect, Purchaser must give written
notice to Sellers of such Defect, the nature of the Defect and furnish Sellers
Purchaser's basis for the assertion of such Defect. As soon as practical after
such written notice, but no later than (3) business days after the Review
Period, Sellers and Purchaser shall meet and use a good faith effort to agree on
the Purchase Price adjustment for such Defect. If Sellers and Purchaser cannot
agree in good faith on the amount of such a
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Purchase Price adjustment, such amount shall be determined in accordance with
the following guidelines:
(1) If the Defect is that a Seller's Net Revenue Interest ("NRI")
for any Property is less than the NRI for such Property as set forth in Exhibit
"A", then the portion of the Purchase Price for such Property, as determined by
Schedule 2, shall be adjusted in the same proportion that the actual NRI bears
to the NRI shown in Exhibit "A";
(2) If the Defect is a lien, encumbrance or other charge upon the
Property which is liquidated in amount, then the adjustment shall be the sum
necessary to be paid to the obligee to remove the Defect from the Property;
(3) If the Defect is curable and Sellers desire to attempt to
cure such Defect, the Purchase Price paid at Closing will be reduced as set
forth herein; however, Sellers shall have a period of 60 days from and after
Closing in which to cure such Defect. If Sellers are able to cure such Defect to
the satisfaction of Purchaser within the 60 day period, Purchaser shall pay to
Sellers a sum equal to the amount deducted from the Purchase Price for such
Defect; and
(4) If the Purchase Price adjustment for any such Defect cannot
be determined pursuant to clauses (1), (2) or (3) above, and Sellers and
Purchaser cannot otherwise agree in good faith on the amount of the adjustment
to the Purchase Price, Purchaser may (1) waive the Defect and proceed with
Closing or (2) exclude the affected Property and reduce the Purchase Price based
upon the value of the affected Property as set forth in Schedule 2. In the event
exclusion of the affected Property or adjustment due to Defect results in a
reduction of more than 20% of the Purchase Price, Purchaser may terminate this
Agreement by delivery of written notice so indicating to Sellers, in which event
this Agreement shall terminate, and the parties hereto shall have no further
rights or obligations under this Agreement. Notwithstanding anything to the
contrary herein, failure by Sellers to deliver the Consents (hereinafter
defined) shall not be considered in the calculation of the 20% threshold set
forth above.
(d) Defect Definition. For the purpose of this Agreement, a "Defect"
shall be defined as:
(1) Any encumbrance, lien, mortgage, breach of representation or
warranty, production payment, pledge, claim, charge, call on production,
default, defect, unleased mineral interest, preferential right or requirement
for consent to assignment affecting the Property, except for Consents which are
not to be unreasonably withheld or are normally obtained after Closing; or
(2) A Seller's NRI in any Property is less than the NRI for such
Property which is set forth in Exhibit "A", or a Seller's gross working interest
("GWI") in any Property is greater than the working interest shown in Exhibit
"A" without a corresponding increase in the NRI in such Property.
(e) Other Property Information. If, based upon Purchaser's examination
of the Records pursuant to Section 5(b) above, Purchaser shall determine that
any information, statement
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or data contained in any information, reports, statement or data furnished to
Purchaser or used in its economic analysis of the Property is not true or
correct in any material respect, upon discovery of any incorrect information
Purchaser may give written notice to Sellers of such inaccuracy or misstatement.
Any such notice must be provided during the Review Period or it will be deemed
to be waived. Such notice shall provide a summary of such inaccuracy or
misstatement. Upon receipt of such notice, Sellers shall have the option, but
not the obligation, to (a) cure or remedy such inaccuracy or misstatement to the
satisfaction of Purchaser; or (b) agree with Purchaser on a reduction to the
Purchase Price which reduction shall reflect Purchaser's cost to remedy such
inaccuracy or misstatement. If the inaccuracy or misstatement cannot be cured or
remedied to Purchaser's satisfaction and if agreement cannot be reached on
reduction to the Purchase Price, then the affected Property shall be excluded
from the Property to be acquired by Purchaser hereunder and the Purchase Price
shall be reduced according to the value of the affected Property (or that
portion of such Property so affected) as set forth in Schedule 2. In the event
the parties fail to agree upon the implementation of either subclause (a) or (b)
prior to Closing, and if a reduction of more than 20% in the Purchase Price
results from the exclusion by Purchaser of the affected Property, Purchaser may
terminate this Agreement by delivery of written notice so indicating to Sellers,
in which event this Agreement shall terminate, and the parties hereto shall have
no further rights or obligations under this Agreement.
(f) Casualty Loss. If prior to Closing, any Property is substantially
damaged or destroyed by fire or other casualty ("Casualty Defect"), Sellers
shall notify Purchaser promptly after Sellers learn of such event. Sellers shall
have the right, but not the obligation, to cure any such Casualty Defect by
repairing such damage or, in the case of personal property or fixtures,
replacing the property affected thereby with equivalent items, no later than the
date of Closing. If any Casualty Defects exist at Closing, Purchaser may proceed
to purchase the Property affected thereby, and the Purchase Price shall be
reduced by the aggregate reduction in the value of such Property on account of
such Casualty Defects, as determined by the mutual agreement of the parties, or
if the parties are unable to agree on such amount prior to Closing, then such
determination shall be made by an appraiser chosen by the parties (acting in
good faith) and knowledgeable in the field to determine such value.
Notwithstanding anything to the contrary contained herein, Sellers shall be
entitled to retain all insurance proceeds and claims against other parties in
respect of any such Casualty Defect which occurs prior to Closing unless no
reduction is made in the Purchase Price as a result of such Casualty Defect, in
which event Purchaser shall be entitled to the insurance proceeds and claims
against other parties arising from such Casualty Defect; provided, however, if
in the sole opinion of Purchaser, any Casualty Defect materially and adversely
affects the value of the Assets as a whole, then Purchaser may terminate this
Agreement.
6. Sellers' Representations, Warranties and Covenants. Sellers jointly
and severally represent, warrant and covenant to Purchaser that:
(a) Each of the named Sellers (i) is a person, partnership or other
entity duly organized, validly existing and in good standing under the laws of
the state of its organization (to the extent applicable); (ii) is duly qualified
to transact business in each jurisdiction where the nature and extent of its
business and properties require the same in order for it to perform its
obligations under this Agreement; and (iii) possesses all requisite authority,
power, licenses, permits and franchises to conduct its business and execute,
deliver and comply with the terms and provisions of this Agreement
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and any other document, instrument or agreement provided for herein, including
the Assignment, all of which have been duly authorized and approved by all
necessary corporate or other organizational action and for which no further
approval or consent is required;
(b) This Agreement has been duly executed and delivered on behalf of
Seller, and is binding and enforceable against each Seller in accordance with
its terms. All documents and instruments required hereunder to be executed and
delivered by each Seller shall have been duly executed and delivered at Closing,
and the execution, delivery and performance of this Agreement by such Seller and
the consummation of transactions contemplated hereby will not constitute a
breach of, an event of default under, a violation of, or a conflict with any
agreement or other instrument to which such Seller is a party (except to the
extent such instrument may be released at the Closing), nor will the same cause
such Seller to be in violation of its Articles of Incorporation or Bylaws, as
the case may be, or any applicable laws or regulations or any order of any court
or governmental agency having jurisdiction;
(c) The Wells (other than Ship Shoal 69) are currently operated by
Bois D'Arc Operating Corporation, a Louisiana corporation ("BOC"), and, after
Closing will be operated by Purchaser. BOC shall operate such Wells from the
date of this Agreement until Closing in a prudent, good and workmanlike manner
and in accordance with all valid laws, regulations and orders of governmental
authorities having jurisdiction and in accordance with existing arrangements for
such operations;
(d) All ad valorem, property, production, severance, excise and
similar taxes and assessments based on or measured by the ownership of the
Property or the Production or the receipt of proceeds therefrom, which have
become due and payable prior to the date hereof with respect to the Property
have been properly paid, and Sellers' allocable share of such taxes and
assessments which become due and payable prior to the Closing shall be properly
paid by Sellers;
(e) No Seller has incurred any liability, contingent or otherwise, for
brokers' or finders' fees in respect of this transaction for which Purchaser
shall have any responsibility whatsoever;
(f) Prior to the Closing, Sellers will pay or cause to be paid all
costs and expenses incurred in connection with the Property and will comply with
all contracts or other agreements relating to the Property incurred while owned
by Sellers;
(g) To the best of each Seller's information and belief, all laws,
regulations and orders of all governmental agencies having jurisdiction over the
Property have been and shall continue to be complied with until the Closing;
(h) There are no first rights of refusal, consents, authorizations,
preferential rights, options, or claims of a similar nature affecting the
Property, other than those listed on Exhibit "C" (the "Consents");
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(i) Sellers shall, upon request, subrogate Purchaser to any claim
which Sellers may have against any third party, prior owner, vendor or assignor
with respect to the Property, or the title thereto for periods after the
Effective Date;
(j) Except as set forth in Exhibit "D", there are no "imbalances"
which allow any other party to make up production at any time after the
Effective Date, under any operating agreement, gas balancing agreement and
storage agreement, gas transportation agreement, gas processing or dehydration
agreement, or other similar agreement relating to the Property;
(k) Except as listed on Exhibit "E" hereto, no Seller has directly or
indirectly reserved or retained any recorded or unrecorded interest or rights in
any of the Property, and no Seller shall reserve any recorded or unrecorded
executory interest or rights relating to the Property;
(l) The Assignment to Purchaser shall contain a special warranty (by,
through and under Seller, but not otherwise) by Sellers that Sellers have
marketable title to the Property;
(m) Except as set forth on Exhibit "F" hereto, the Property is not
subject to any restriction, reservation, reversionary interest, drilling or
development obligation, or other material obligation or burden on the operation
or the disposition of Production attributable to the Property;
(n) No part of any of the Property is affected by any prepayment
arrangement under any contract for the sale of oil or gas, or by any production
payment or any other arrangement for delivery of oil or gas produced from any of
the Property at some future time without Purchaser then or thereafter receiving
full payment therefor, and no third party now has or at Closing will have any
right to take makeup gas for which it has already paid. As of the Effective
Date, there are no volumes of makeup gas owing or accumulated transportation
credits due to gas purchasers on account of any "take or pay" or other
provisions of any contract and Sellers have not produced or sold more than its
pro-rata share of the gas from any wells included in the Property;
(o) There are no gas purchase or sale agreements, and no gas gathering
or transportation agreements affecting the Property, which are subject to a term
longer than thirty (30) days, except as set forth on Exhibit "G" attached
hereto;
(p) Without the prior written consent of Purchaser, Sellers (i) shall
not enter into any new agreements or commitments affecting the Property which
extend beyond the Closing (other than a formal agreement among BOC, Bayou City
Pipeline, Inc. and Gulfmark Energy, Inc., which contains the terms substantially
as set forth on Exhibit "H", and (ii) will not modify or terminate any
agreements affecting any of the Property, including, without limitation, any oil
and gas leases, unitization or pooling agreements, operating agreements,
pipeline agreements, processing agreements and hydrocarbon sales contracts, and
(iii) will not further encumber, sell, mortgage, release, abandon or otherwise
dispose of any of the Property or any interests therein;
(q) There is not any suit, action or other proceeding pending or
threatened which affects or relates to the Property, or seeks to restrain or
prohibit any Seller from selling or conveying the Property to Purchaser. Sellers
shall promptly notify Purchaser of any such proceedings which may arise or be
threatened prior to Closing;
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(r) There are no operating agreements with third parties affecting the
Property except those set forth on Exhibit "I" hereto;
(s) No Seller has knowledge and has not received any notice of any
claimed default (or any event which, with the giving of notice or the passage of
time, or both, would constitute a default) under (i) the Leases, (ii) any order,
writ, injunction or decree of any court, commission or administrative agency
affecting the Property or (iii) any other agreement affecting the Property.
Sellers shall promptly notify Purchaser of any such notice hereafter received by
any Seller and the occurrence of any such event of which any Seller becomes
aware prior to Closing;
(t) There are no tax partnerships affecting any of the Property;
(u) No Production from any well on the Property has occurred in excess
of that permitted by law, orders or regulations;
(v) There will be no material injury or damage to any of the Property
which has not been fully repaired, replaced or rebuilt;
(w) There has been no substantial change in condition of the Property
between the date hereof and Closing;
(x) All easements, rights-of-way, permits, crossing agreements, and
surface rights included in the Property are in full force and effect and are
valid and subsisting, and freely assignable, and all rentals and other payments
due thereunder have been properly and timely paid and all conditions necessary
to keep them in force have been duly performed;
(y) Each of the Leases to be conveyed is valid and in full force and
effect, and Sellers have performed all obligations required to be performed
under such Leases, or any other instruments and agreements relating to the
Properties, and is not in default thereunder;
(z) There is attributable to the interests conveyed not less than the
fractional NRI for each Property on Exhibit "A" hereto, and the expense-bearing
interest to be conveyed does not exceed the fractional interest specified under
"working interest" for each Property on Exhibit "A" hereto;
(aa) All rentals, bonuses and royalties on Production, and any other
interests payable out of Production, have been timely and fully paid and
discharged, and all conditions necessary to keep the Leases in full force have
been performed and no proceeds from the sale of Production attributable to the
Property are currently being held in suspense by any purchaser thereof;
(bb) Sellers have not collected any proceeds from the sale of
Production attributable to the Property for any period prior to the Effective
Date which are subject to refund, or if so, that any such refund, if not
otherwise accounted for under this Agreement, shall be the sole responsibility
of Sellers;
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(cc) Except as set forth on Exhibit "J", there are no wells located on
the Property that Sellers are obligated by law or contract to plug and abandon,
that Sellers will be obligated by law or contract to plug and abandon with the
lapse of time or notice, or both, because the well is not currently capable of
producing production in commercial quantities, or that are subject to exceptions
to a requirement to plug and abandon issued by a regulatory authority having
jurisdiction over the Property;
(dd) To the best of each Seller's information and belief, there are no
presently existing environmental conditions (as defined by existing federal or
state regulations) affecting the Property, which might give rise to a cause of
action on behalf of any governmental agency or third party, against either
Purchaser or any Seller; and
(ff) All capital expenditures have been fully paid.
All the information, statistics, summaries and other data furnished by
Sellers in connection with the transactions contemplated hereby (the
"Information") are furnished or will be furnished for Purchaser's use at
Purchaser's sole risk. All Information has been compiled or prepared by Sellers
based on their files and records and the Information is believed to be correct,
but except as otherwise provided herein, Sellers make no representation, express
or implied, as to the accuracy, correctness, completeness or the adequacy of the
Information and do not warrant or guarantee the Information in any way.
Purchaser shall be responsible for making such independent investigation and
evaluation of the Properties as Purchaser shall deem appropriate, realizing that
Sellers assume no liability to Purchaser or any other party for any reliance
which may be placed on the Information or any statements made herein.
Notwithstanding the foregoing, Sellers acknowledge that Purchaser shall be
entitled to seek adjustment to the Purchase Price for any inaccuracies or
omissions relating to the Information that Purchaser discovers during the Review
Period.
Sellers will convey the Property with full substitution and
subrogation in and to all rights and actions of warranty that Sellers have or
may have against all preceding owners and sellers of the Property. Sellers make
no representation or warranty as to the quality, marketability or environmental
condition of the wells, fixtures, facilities, equipment, lines and materials
located on the Properties, and the same are to be sold on an "as is, where is"
basis and condition. SELLERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE
MERCHANTABILITY OR FITNESS FOR USE OF SUCH EQUIPMENT AND OTHER PERSONAL PROPERTY
LOCATED ON OR INCLUDED IN THE PROPERTIES.
The provisions of this Section 6 shall survive Closing for a period of two
(2) years following Closing.
7. Purchaser's Representations. Purchaser represents to Sellers that:
(a) Purchaser (i) is a corporation duly organized, validly existing
and in good standing under the laws of the State of Nevada; (ii) is duly
qualified to transact business in each jurisdiction where the nature and extent
of its business and properties require the same in order for it to perform its
obligations under this Agreement; and (iii) possesses all requisite authority,
power, licenses, permits and franchises to conduct its business and execute,
deliver and comply with the
11
terms and provisions of this Agreement and any other document, instrument or
agreement provided for herein, all of which have been duly authorized and
approved by all necessary corporate action and for which no further approval or
consent is required;
(b) The consummation of the transactions contemplated by this
Agreement will not violate, or be in conflict with (i) any agreement or
instrument to which Purchaser is a party; or (ii) any judgment or decree
applicable to Purchaser as a party in interest with respect thereto; and
(c) This Agreement has been duly executed and delivered on behalf of
Purchaser, and at the Closing, all documents and instruments required hereunder
to be executed and delivered by Purchaser (or its assignees) shall have been
duly executed and delivered.
The provisions of this Section 7 shall survive Closing for a period of two
(2) years following Closing.
8. Conditions to Obligations of Purchaser. The obligations of Purchaser to
consummate the transaction provided for herein are subject, at the option of
Purchaser, to the fulfillment on or prior to Closing, of each of the following
conditions:
(a) Representations. The representations and warranties of each Seller
herein contained shall be true and correct in all material respects at Closing
as though made on and as of such date (unless appropriate adjustments or
remediation has been made in accordance with Section 5 hereof).
(b) Performance. Sellers shall have performed all obligations,
covenants and agreements hereunder and shall have complied with all covenants
and conditions contained in this Agreement to be performed or complied with by
it at or prior to the Closing.
(c) Pending Matters. No suit, action or other proceedings shall be
pending or threatened (a) against any Seller before any court or governmental
agency which might result in impairment or loss of value as to such Seller's
title to any part of the Property (other than normally encountered title
disputes which are not, as to the Property involved, material and which do not
represent serious threats to the loss of title); or (b) which seeks to restrain;
enjoin or otherwise prohibit the consummation of the transactions contemplated
by this Agreement.
(d) Liability. No liability which affects, in a materially adverse
manner, the Property or Purchaser's ability to receive the economic benefits
therefrom has been or is threatened to be asserted with respect to the Property
relating to pricing, violations of laws, rules or regulations administered by
the Department of Energy, the Federal Energy Regulatory Commission, or any other
governmental agency or department.
(e) Defects. No Defects shall be present, which are not cured by
Sellers, waived by Purchaser or for which no adjustment has been made to the
Purchase Price as provided herein.
(f) Records and Access. Sellers shall have afforded Purchaser and its
officers, employees and representatives timely access to the Records.
12
(g) Purchaser named Operator. Purchaser shall be named operator of the
Properties that are presently operated by BOC.
It is understood by the parties that the assignment of the State of
Louisiana Leases must be approved by the State Mineral Board, and the assignment
of the Federal Leases must be approved by the Minerals Management Service, but
such administrative procedures shall not delay in any manner the delivery of the
Assignments by Sellers or the payment by Purchaser of the Purchase Price.
9. Sellers' Obligation at Closing. At the Closing, Sellers shall deliver to
Purchaser the following items (except that the Interim Settlement Statement
shall be delivered five (5) days prior to the date of Closing):
(a) The Assignments, duly executed and acknowledged by each Seller;
(b) Duly executed and acknowledged releases of all liens and burdens
on the Property or on Production therefrom or attributable thereto;
(c) Executed transfer orders (or letters in lieu thereof) or amended
Division Orders addressed to all purchasers of production from the Property;
(d) Any other executed documents or instruments which may be required
to consummate the transactions contemplated herein and to fully vest Purchaser
with title to the Property as contemplated hereby;
(e) The Interim Settlement Statement, which shall set forth the
Purchase Price and adjustments thereto provided for in this Agreement which are
or may be determined at or prior to the Closing, such Interim Settlement
Statement to be subject to later adjustment pursuant to Section 14 hereof; and
(f) All of the Records, including any proprietary and seismic data;
provided that Sellers shall have the right, at their expense to make copies
thereof. To the extent Sellers are unable to transfer or assign any proprietary
data or licenses, Sellers will use their best efforts in assisting Purchaser to
obtain all licenses necessary to operate the Property.
10. Purchaser's Obligations at Closing. At the Closing, Purchaser shall:
(a) Deliver to Seller the Purchase Price, with adjustments and
credits, in cash or other immediately available funds (and subject to a
subsequent adjustment pursuant to Section 14); and
(b) Execute any other documents or instruments which may be required
to consummate the transactions contemplated herein.
11. Notices. All notices, demands and requests which may be given or which
are required to be given by either party to the other shall be in writing. Any
notice, demand or communication required or permitted hereunder shall be deemed
to be delivered on actual receipt or three (3) days
13
after being sent by Federal Express or Certified Mail to Sellers or Purchaser,
which ever occurs first, respectively, as follows:
SELLER: PURCHASER:
c/o Bois d'Arc Operating Corporation Comstock Oil & Gas -- Louisiana, Inc.
3330 Monte Villa Parkway, 5005 LBJ Frwy., Suite 1000
Suite 130 Dallas, TX 75244
Bothell, WA 98021 Attn: Mr. M. Jay Allison
Attn: Mr. Wayne L. Laufer President and Chief Executive Officer
President Telephone: (972) 701-2000
Telephone: (206) 481-8498 Fax: (972) 701-2111
Fax: (206) 481-9413
or such other address as Purchaser or Sellers may, from time to time, designate
pursuant to the terms hereof. A facsimile transmission shall be considered an
original document for purposes of providing notice under this section.
12. Furnishing Data and Information. Sellers also agree to promptly
cooperate in providing all Records necessary for Purchaser to conduct its due
diligence under the terms of this Agreement. For a period of five (5) years
following the Closing, Purchaser shall allow Sellers access to the Records
during normal business hours of Purchaser, and Sellers shall have the right, at
their own expense, to make copies thereof. In addition, for a period of three
(3) years following the Closing, Purchaser shall provide Sellers access to well
data for new wells drilled by Purchaser on the Leases.
13. Post-Closing Adjustments. As soon as practicable after the Closing and
in any event within 60 days after Closing, Sellers shall prepare and deliver to
Purchaser, in accordance with this Agreement and GAAP, a statement (the "Final
Settlement Statement") setting forth each adjustment or payment pursuant to
Section 4 hereof that was not finally determined as of the Closing ("Post-
Closing Adjustments") and showing the calculation of such Post-Closing
Adjustments and the aggregate amount thereof. Within ten business days after
receipt of the Final Settlement Statement, Purchaser shall deliver to Sellers a
written report containing any changes that Purchaser proposes be made to the
Final Settlement Statement. The parties undertake to agree with respect to the
amounts of such Post-Closing Adjustments no later than 90 days after the Closing
Date. The date upon which such agreement is reached or upon which the aggregate
amount of the adjustments are finally established shall be herein called the
"Final Settlement Date". Sellers shall pay to Purchaser, or Purchaser shall pay
to Sellers, as the case may be, within five (5) business days after the Final
Settlement Date the amount of such adjustments (as finally established), by
means of wire transfer in immediately available funds or by means of bank check.
14. Failure To Perform. If Sellers should fail to fully and timely perform
any of their obligations hereunder, or should fail to consummate the sale of the
Property, except due to the Purchaser's default, Purchaser may, at its option,
enforce specific performance of this Agreement, bring suit for damages against
the Sellers, or terminate this Agreement. If Purchaser should fail to fully and
timely perform any of its obligations hereunder, and fail to consummate the
purchase of the
14
Property, except due to any Seller's default or other provisions in this
Agreement that permit Purchaser to terminate this Agreement, Sellers may, at
their option, enforce specific performance of this Agreement, bring suit for
damages against Purchaser, or terminate this Agreement.
15. Termination.
(a) This Agreement may be terminated at any time at or prior to the
Closing:
(1) by mutual written consent of Purchaser and the Selling Group
Representative;
(2) by Purchaser on the date of Closing if the conditions set
forth in Section 8 have not been satisfied in all respects by Sellers or waived
by Purchaser in writing by the Closing;
(3) by Purchaser or the Selling Group Representative if the
Closing shall not have occurred on or before December 22, 1997; provided,
however, that no party hereto can so terminate this Agreement if such party is
at such time in material breach of any provision of this Agreement;
(4) by any party if any governmental authority shall have issued
an order, judgment or decree or taken any other action challenging, delaying,
restraining, enjoining, prohibiting or invalidating the consummation of any of
the transactions contemplated herein; and
(5) by Purchaser if the aggregate amount of all adjustments to
the Purchase Price for Defects exceeds 20% of the Purchase Price.
(b) In the event that Closing does not occur as a result of any party
exercising its right to terminate pursuant to Section 15(a), then this Agreement
shall be null and void and no party shall have any rights or obligations under
this Agreement, except that nothing herein shall relieve any party from any
liability for any breach hereof.
16. Indemnification by Sellers.
(a) Sellers agree to jointly and severally indemnify and save and hold
harmless Purchaser against and from, any loss, damage or expense sustained by
Purchaser arising out of or resulting from any breach of any of any Seller's
representations and warranties made hereunder and not waived by Purchaser.
(b) Sellers agree to jointly and severally indemnify and save and hold
harmless Purchaser against all claims, liabilities, costs, expenses, windfall
profit taxes and liability, arising out of the ownership or operation of the
Property, and based upon the occurrence of events or the accrual of obligations
or liabilities prior to Closing.
(c) If any claims for brokerage fees are asserted against Purchaser in
connection with this transaction based upon alleged commitments made by Seller,
Seller shall indemnify
15
Purchaser against all such claims and reimburse Purchaser for all reasonable
expenses incurred in responding to such claims, including reasonable attorney's
fees.
(d) Notwithstanding anything to the contrary contained herein, Sellers
shall not be required to indemnify Purchaser for matters resulting from
Purchaser's own gross negligence or willful misconduct.
(e) The provisions of this Section 16 shall survive Closing.
17. Indemnification by Purchaser.
(a) Purchaser agrees to indemnify and save and hold harmless Sellers
against and from, any loss, damage or expense sustained by Sellers arising out
of or resulting from any breach of any of Purchaser's representations and
warranties made hereunder and not waived by Sellers.
(b) Purchaser shall assume and hereby agrees to pay, honor, discharge
and perform fully and timely, the obligations and liabilities directly
associated with each Seller's interest in the Property, which are attributable
to the period of time from and after the Closing.
(c) Purchaser agrees to indemnify and save and hold harmless Sellers
against all claims, costs, expenses, windfall profits taxes and liabilities
arising out of the ownership or operation of the Property and based upon the
occurrence of events, the accrual of obligations or liabilities or the existence
of conditions on and subsequent to the Closing (but not including those incurred
with respect to the purchase of each Seller's interest in the Property or the
negotiations leading to such purchase).
(d) If any claims for brokerage fees are asserted against Sellers in
connection with this transaction based upon alleged commitments made by
Purchaser, Purchaser shall indemnify Seller against all such claims and
reimburse Sellers for all reasonable expenses incurred in responding to such
claims, including reasonable attorney's fees.
(e) Purchaser agrees to indemify and save and hold harmless Sellers
for any losses they may incur resulting from Purchaser's operation of the
Properties after the date of Closing, notwithstanding that Purchaser is not the
operator of record.
(f) Notwithstanding anything to the contrary contained herein,
Purchaser shall not be required to indemnify Sellers for matters resulting from
a Seller's own gross negligence or willful misconduct.
(g) The provisions of this Section 17 shall survive Closing.
18. Environmental Matters. The Properties have been used for exploring,
developing and producing oil and gas. Spills of wastes, crude oil, produced
water, hazardous substances, and other materials may have occurred in the past
on the lease or in connection with the Properties. There is a possibility that
there are currently unknown, abandoned wells, plugged wells, pipelines and other
equipment on or underneath the Properties. It is the intent of Purchaser and
Sellers that all
16
liability associated with the above matters, as well as any liability to plug or
replug such wells in accordance with the applicable rules, regulations and
requirements of governmental agencies be passed to Purchaser at Closing and that
Purchaser shall assume all liability for such matters and all claims related
thereto, except in all instances for matters resulting from a Seller's own gross
negligence or willful misconduct. Additionally, the Properties may contain
asbestos, hazardous substances, or Naturally Occurring Radioactive Material
("NORM"). NORM may affix or attach itself to the inside of wells, materials, and
equipment as scale or in other forms; wells, materials and equipment located on
the lease or included in the Properties may contain NORM; and NORM containing
material may have been buried or otherwise disposed of on the Leases. Special
procedures may be required for remediating, removing, transporting and disposing
of asbestos, NORM, hazardous substances and other materials from the Properties,
and Purchaser assumes all liability for any assessment, remediation, removal,
transportation, and disposal of these materials and associated activities in
accordance with the applicable rules, regulations and requirements of
governmental agencies. Notwithstanding the foregoing, Sellers acknowledge that
Purchaser shall be entitled to seek adjustment to the Purchase Price for any
environmental matters, including NORM, that could result in liability to
Purchaser that Purchaser discovers during the Review Period.
19. Like-Kind Exchange. Each Seller shall have the right to designate the
sale of any of its respective interest in the Properties as a non-simultaneous
like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as
amended. Each Seller reserve the right to assign its rights under this Agreement
to a qualified intermediary in order to effect a like-kind exchange. Purchaser
agrees to cooperate in the transfer of funds to effect this exchange; provided,
however, that Sellers hereby agree to indemnify and hold Purchaser harmless from
any and all liabilities, costs, claims or damages resulting from the exchange
and each Seller acknowledges that any assignment of its rights pursuant to this
Section 19 shall not relieve it of any of its obligations to Purchaser under
this Agreement. Sellers acknowledge that Purchaser makes no representation as to
the tax consequences of such like-kind exchange and that such Seller has
consulted its own tax counsel regarding the same.
20. Seller Utilization of Production Facilities. Sellers reserve the right,
upon mutual agreement with Purchaser, to have access to and utilize certain
existing platform space, pipeline capacity and processing equipment (the
"Production Facilities") which Sellers are conveying to Purchaser hereunder. If
Sellers and Purchaser cannot mutually agree, the parties agree to allow a
facilities design engineer who is familiar with the Production Facilities from
Eagle Consulting, LLC of Gibson, Louisiana to determine if Sellers' request to
utilize the Production Facilities can be accommodated by Purchaser without undue
adverse impact upon Purchaser's operations. Said utilization of Production
Facilities will be charged at Purchase's cost to Sellers. Purchaser will not
charge Sellers any platform boarding, space utilization, throughput, processing,
tariffs or any other fees or costs. Sellers will be responsible for all
construction costs, equipment costs and Production Facility tie-in costs.
Purchaser also agrees to provide lease operating (pumping) services at its cost
for Sellers' wells which may be utilizing the Production Facilities. Sellers
anticipate that they may utilize the Production Facilities at Sellers' platform
located in South Pelto Block 1 and may need to utilize the Caillou Boca central
facility water handling facilities and tie-in to a gas sales pipeline connecting
to Texas Gas Transmission metering platform station No. 0667M. Sellers agree to
indemnify Purchaser for all losses and liabilities Purchaser may incur pursuant
to Sellers' utilization of the Production Facilities.
17
21. Selling Group Representative. Each Seller hereby authorizes Bois D'Arc
(the "Selling Group Representative") to make and receive payments hereunder on
behalf of such Seller, to give and receive notices on behalf of such Seller
hereunder (and promptly send copies of any notice to each affected Seller), to
agree upon any adjustments to the Purchase Price hereunder consistent with the
terms of this Agreement on behalf of such Seller, to agree to any extensions of
the Closing Date on behalf of such Seller and to otherwise take such other
actions on behalf of such Seller as may be necessary or desirable to effect the
transactions contemplated hereby. Purchaser may rely upon any instrument
executed or other action taken by the Seller Group Representative on behalf of
Sellers pursuant to this Section 19 to the same extent as if such instrument had
been executed or action had been taken by each Seller.
22. Miscellaneous.
(a) If any term or provision of this Agreement is held to be illegal,
invalid or unenforceable, the legality, validity and enforceability of the
remaining terms and provisions of this Agreement shall not be affected thereby,
and in lieu of each such illegal, invalid or unenforceable term or provision
there shall be added automatically to this Agreement a legal, valid and
enforceable term or provision as similar as possible to the term or provision
declared illegal, invalid or unenforceable.
(b) Either Sellers or Purchaser shall have the right to waive any
requirement contained in this Agreement, which is intended for the waiving
party's benefit, but except as otherwise specifically provided herein, such
waiver shall be effective only if in writing and executed by the party for whose
benefit such requirement is intended; provided, however, that any such waiver
shall not be construed as a waiver of any other benefit accruing to the waiving
party hereunder.
(c) The captions used in connection with this Agreement are for
convenience only and shall not be deemed to expand or limit the meaning of the
language of this Agreement.
(d) Words of any gender used in this Agreement shall be held and
construed to include any other gender, and words in the singular shall be held
to include the plural, unless the context otherwise requires.
(e) Any proposed press releases pertaining to the transactions
contemplated hereby shall be approved by both parties prior to the publication
of such press release; however, such approval shall not be unreasonably withheld
by either of the parties. Notwithstanding the foregoing, either party shall be
permitted to make such public disclosures pertaining to this matter as may be
required, in the reasonable opinion of counsel for such party, to comply with
applicable state and federal securities laws.
(f) Sellers agree that, on or before the Closing, they will not carry
on any negotiations with any third party, for the sale or transfer of the
Property, without the prior written consent of Purchaser.
(g) This Agreement and all of the transactions contemplated herein
shall be governed by and construed in accordance with the laws of the State of
Louisiana.
18
(h) This Agreement embodies the entire agreement between Sellers and
Purchaser with respect to the subject matter hereof and supersedes all prior
agreements, whether written or oral.
(i) Except as otherwise specifically provided herein, this Agreement
may not be amended except by an agreement in writing executed by Sellers and
Purchaser.
(j) This Agreement shall be binding upon and inure to the benefit of
Sellers and Purchaser and their respective legal representatives, successors and
assigns. It is expressly understood and agreed that Purchaser's rights hereunder
are freely assignable, and the term "Purchaser" as used in this Agreement shall
mean and include Purchaser's successors and assigns.
(k) This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, and all of which shall be deemed to
be one and the same instrument.
(l) In addition to the acts and deeds recited herein and contemplated
to be performed, Sellers and Purchaser hereby agree to perform, execute and/or
deliver at and after Closing any and all such further acts, deeds and assurances
as may be reasonably required to consummate the transactions contemplated by
this Agreement.
(m) This Agreement may be executed in counterpart by each of the
parties hereto as if each had executed the same copy hereof, and each
counterpart, when fully executed, shall constitute an original for all purposes.
(n) It is understood and agreed that in the event any of the working
interest owners of the Properties do not join in the sale of the Properties
pursuant to this Agreement, but such working interest owners within four (4)
months following the date of Closing sell or contractually agree to sell (and
such sale is thereafter consummated) to Purchaser their interest in the
Properties for a greater price than paid to Sellers hereunder, Purchaser agrees
to pay Sellers hereunder the difference between the price paid to Sellers
hereunder and the price paid to such working interest owners subsequently.
(o) In the event Purchaser charges a third party a tariff, charge or
other fee ("Transportation Fees") for use of the La Cuisine pipeline, La Cuisine
shall be entitled to 45% of all Transportation Fees received by Purchaser.
19
EXECUTED as of the date first above written.
PURCHASER:
COMSTOCK OIL & GAS -- LOUISIANA, INC.
By:/s/M. JAY ALLISON
--------------------
M. Jay Allison
President and Chief
Executive Officer
SELLERS:
BOIS D'ARC RESOURCES
By:/s/WAYNE L. LAUFER
-----------------------
Wayne L. Laufer
Partner
By:/s/GARY W. BLACKIE
----------------------
Gary W. Blackie
Partner
BOIS D'ARC OFFSHORE, LLC
By:/s/WAYNE L. LAUFER
-----------------------
Title: Manager
GARY W. AND SALLY L. BLACKIE,
Husband and Wife
/s/GARY W. BLACKIE
--------------------
/s/SALLY L. BLACKIE
--------------------
20
/s/WAYNE L. LAUFER, D.P.D.A.
---------------------------
SALLY LAUFER BRADY
/s/DR. B CHANDRASEKHAR
--------------------
DR. B. CHANDRASEKHAR
/s/NEAL CLEMENT
---------------------
NEAL CLEMENT
/s/JOHN T. COOK
---------------------
JOHN T. COOK
DALLAS PETROLEUM PARTNERS
By:----------------------
Title:-------------------
ELIM CORPORATION
By:/s/NEAL CLEMENT
-------------------------
Title:Partner
-------------------------
PAIGE PRICE FRANKLIN
GRINER OIL & GAS
By:/s/CHARLES H. GRINER, JR.
----------------------------
Title:Secretary
LESTER HADDOX, INC.
By:/s/LESTER HADDOX
---------------------------
Title:President
21
/s/D. M. HARRIS
-----------------------------
D. MICHAEL HARRIS, Husband of
KAROL KAYE HARRIS
HAP HEDERMAN OIL & GAS
By:/s/HAP HEDERMAN
------------------------
Partner
CARL HERRIN OIL & GAS
By:/s/CARL HERRIN
-------------------------
Title:Partner
LATTA PRICE HERRING
-------------------------
JIMX INC.
By:-----------------------
Title:
JAY PETROLEUM INVESTMENTS,
A PARTNERSHIP
By:/s/WILLIAM LANGFORD
--------------------------
Title:Managing Partner
LA CUISINE PIPELINE
By:/s/WAYNE LAUFER
--------------------------
Title:President
22
WAYNE L. AND GAYLE LAUFER,
Husband and Wife
/s/WAYNE L. LAUFER
--------------------------
/s/GAYLE M. LAUFER
--------------------------
LAVA EXPLORATION, INC.
By:/s/STEPHEN L. HUGHEY
--------------------------
Title:President
MARATHON ENERGY
By:-----------------------
Title:
METROW ENERGY, LLC
By:/s/
--------------------------
Title:
/s/ARTHUR J. PASMAS
--------------------------
ARTHUR J. PASMAS
/s/RICHARD PRICE
--------------------------
RICHARD PRICE
PROBE RESOURCES
By:/s/B.R.EUBANKS
--------------------------
Title:President
23
RETLAW OIL & GAS, INC.
By:/s/BARBARA B. SULLIVAN
---------------------------
Title:President
SAGE OIL
By:/s/
--------------------------
Title:
HOWARD E. STOVER
STOVER PROPERTIES, LP
By:/s/HOWARD E. STOVER
--------------------------
Title:General Partner
TENKAY RESOURCES, INC.
Subject to the attached addendum A
By:/s/D. KEITH CREWS
--------------------------
Title:VICE PRESIDENT
WING & ASSOCIATES
By:/s/R.WING
--------------------------
Title:Owner
24