PURCHASE AND SALE AGREEMENT
---------------------------
This Purchase and Sale Agreement (this "Agreement") is
made and entered into this 22nd day of April, 1996, by and
between XCL -Texas, Inc., whose address is 110 Rue Jean Lafitte,
Lafayette, Louisiana 70308, hereinafter referred to as "Seller",
and Dan A. Hughes Company, whose address is P. 0. Drawer 669,
Beeville, Texas 78104-0669, hereinafter referred to as "Buyer
For and in consideration of the mutual covenants
contained herein, Buyer and Seller do hereby agree as follows;
ARTICLE I
Sale of Interest
----------------
1.01 Seller does hereby agree to sell, assign and
convey to Buyer all of Seller's right, title and interest in and
to the following (herein collectively referred to as
"Interests"):
(a) All of Seller's right, title and interest as
is known to exist this date, which is represented on Exhibit "A-
1", as well as Seller's interest to the oil and gas leases
described on Exhibit "A", attached hereto, it being the intent
and desire and stipulated intent between the parties that Seller
is conveying all right, title and interest of any kind or
character for the consideration herein expressed. Seller shall
deliver to Buyer all the working interest, net revenue interest
and any overriding royalty interest or royalty interest, owned by
Seller as of the date of this agreement, reserving and retaining
no interest of any kind or character other than set forth on
Exhibit "A", and being hereinafter referred to as the "Land".
(b) All of Seller's interest in and to the oil and
gas wells, equipment, personal property, fixtures and
improvements located on the Land as of the Effective Time,
hereinafter defined, appurtenant thereto or directly used or
obtained in connection with the Land or with the production,
treatment, sale or disposal of hydrocarbons or waste produced
therefrom or attributable thereto;
(c) All other leasehold interests owned by Seller
in and to the Land or attributable to production therefrom as of
the Closing Date.
(d) All unitization, farmout agreements,
participation letter agreements, pooling and operating
agreements, and the units created thereby to the extent they
relate to the Land, including any and all units formed under
orders, regulations, rules and other official acts of the
governmental authority having jurisdiction, together with any
right, title and interest of Seller created thereby in the Land.
Any portion of the foregoing described rights and interests may
sometimes hereafter be referred to as an "Interest".
1.02 The Purchase and Sale of the Interests shall be
effective as of the 1st day of May, 1996 at 7:00 a.m. C.S.T.
(herein referred to as "Effective Time").
ARTICLE II
Purchase Price
--------------
2.01 As consideration for the sale of the Interests, Buyer
does hereby agree to pay Seller the sum of Three Million and
Thirty Thousand Dollars ($3,030,000.00) (herein referred to as
the "Purchase Price") of which Ten Thousand Dollars ($10,000)
herein referred to as "Earnest Money") shall be paid to Seller
upon execution of this Agreement. The balance of Three Million
and Twenty Thousand Dollars ($3,020,000.00) shall be paid by
Buyer to Seller at closing, which is to take place on May 6, 1996
at 11:00 a.m. in the offices of Seller.
The Purchase Price shall be adjusted at closing as follows:
The Purchase Price shall be increased by;
(i) All merchantable allowable oil and/or condensate in
storage above the pipeline connections at the
Effective Time shall be valued at the price per barrel
(net of severance tax) received by Seller for the
first sale of production in April, 1996 attributable
to the Interests.
(ii) All expenditures paid by or on behalf of Seller or
accrued in connection with operation of the Interests
from the Effective Time to the Closing Date; and
(iii) All prepaid expenses attributable to the
Interests and paid or incurred by Seller from the
Effective Time to the Closing Date; and
(iv) Any other amount agreed upon by Buyer and Seller;
and shall be reduced by:
(i) all proceeds received or receivable by Seller from
sales of production attributable to the Interests from
the Effective Time to the Closing Date; and
(ii) any other amount provided for herein or agreed
upon by the Buyer and Seller.
2.02 If Buyer fails to perform closing as provided
herein then this Agreement shall terminate and be null and void,
then Seller shall be entitled to retain the Earnest Money, but
shall have no other remedy or recourse at law.
2.03 If Seller fails to perform at Closing as provided
herein then this Agreement shall terminate and be null and void,
then Buyer shall be entitled to an immediate refund of the
Earnest Money and shall have no other remedy or recourse at law.
2.04 The balance of the Purchase Price shall be
tendered to XCL - Texas, Inc., Seller, at time of closing.
2.05 Ownership of all production attributable to the
Interests conveyed to Buyer shall pass as of the Effective Time
and all other attributes of ownership shall pass as of the
Closing Date.
ARTICLE III
Representations and Warranties
------------------------------
3.01 Seller represents and warrants that:
(a) Seller, if a corporation, is validly existing
and in good standing under the laws of the State of
Incorporation, with the corporate power and authority to own
properties and assets and to carry on business as now being
conducted.
(b) Seller has the power and authority to execute
and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement
by Seller and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary action on the
part of the Seller. This Agreement constitutes the valid and
binding obligation of Seller, enforceable against it in
accordance with the terms hereof, subject to the effects of
bankruptcy, insolvency, reorganization, moratorium and similar
laws in effect from time to time, and no other corporate act,
approval or proceeding on the part of Seller or the holders of
any class of capital or any other party is required to authorize
the execution and delivery of this Agreement by Seller or the
consummation of the transactions contemplated hereby.
(c) This Agreement and the execution and delivery
hereof by Seller does not, and the consummation of the
transactions contemplated hereby will not, violate any provision
of or constitute a default (whether with notice or the lapse of
time or both) under the charter or by-laws of Seller or any law
or regulation (excepting any United States federal or state
antitrust law or regulation, as to which no representation or
warranty is made) to which Seller is subject, or any provision of
any indenture, mortgage, lien, lease, agreement, instrument,
order, arbitration award, judgement or decree to which Seller is
a party or by which Seller or any of its assets or properties is
bound, which violation, breach or default would materially
adversely affect the business or financial condition of Seller.
(d) To the best of Seller's knowledge and belief,
Seller has not been advised in writing by any lessor under any
Lease of any default under any Lease which has not been remedied
or waived by Buyer.
(e) To the best of Seller's knowledge and belief,
all royalties, rentals and other payments due under the Leases
have been properly and timely paid, except for those amounts in
suspense, and all conditions necessary to keep the Leases in
force have been duly performed.
(f) To the best of Seller's knowledge and belief,
Seller is not obligated, by virtue of a prepayment arrangement
under any contract for the provision, for a production payment or
for any other arrangement, to deliver hydrocarbons produced from
the Interests at some future time without then or thereafter
receiving hill payment therefor.
(g) The gas production from the properties are
subject to a gas sales contract No. 1133 dated April 12, 1991
between United Texas Transmission Company, Buyer and XCL - Texas,
Inc., et al, as Seller, as amended. Buyer will have negotiated
and entered into a separate Gas Purchase Contract with United
Texas Transmission Company, covering the properties, prior to the
closing date hereunder. All gas production should be put in
balance in the event there is any imbalance between Seller and
any third parties. Any oil or distillate produced from the
premises is freely marketable by Buyer.
(h) To the best of Seller's knowledge and belief,
all tax returns of Seller required by law to be filed concerning
the Leases have been filed and are complete and correct in all
material respects, and all taxes, assessments, fees and other
governmental charges concerning the Leases which have been
assessed against Seller or against the Leases and which have
become due and payable, have been paid.
(i) Seller has not incurred any liability,
contingent or otherwise, for brokers' or finders' fees relating
to the transactions contemplated by this Agreement for which
Buyer shall have any responsibility whatsoever.
(j) To the best of Seller's knowledge and belief,
there are no actions, suits, proceedings or governmental
investigations or inquiries pending or threatened, against Seller
or any of its respective properties, assets, operations or
businesses which might materially delay, prevent or hinder the
consummation of the transactions contemplated hereby or
materially adversely affect the title to or value of any of the
Interests.
(k) To the best of Seller's knowledge and belief,
Seller has not failed to comply with any laws, regulations or
orders of governmental agencies having jurisdiction over the
interests, which failure would materially adversely affect any of
the Interests.
(l) To the best of Seller's knowledge and belief,
there are no bankruptcy, reorganization, or arrangement
proceedings pending, being contemplated by or threatened against
Seller.
(m) To the best of Seller's knowledge and belief,
Seller is not aware of any violations, whether alleged or
acknowledged, of any applicable regulations, rules or orders
promulgated by the Federal Energy Regulatory Commission, the
Department of Energy, or any other federal or state agency, or
any of their predecessor agencies, which materially affect the
value of the Interests or the production therefrom.
3.02 THIS AGREEMENT IS EXECUTED WITHOUT ANY EXPRESS OR
IMPLIED WARRANTY OR REPRESENTATION AS TO THE MERCHANTABILITY OF
ANY KIND WHATSOEVER WITH RESPECT TO THE QUANTITY, QUALITY,
CONDITION, SIZE, WEIGHT, SERVICEABILITY OR ANY OTHER ASPECT OF
THE WELLS, WELLBORES, FIXTURES, EQUIPMENT OR PERSONAL PROPERTY,
WHICH SHALL BE CONVEYED TO BUYER AS IS, WHERE IS, AND WITH ALL
FAULTS AND DEFECTS. SELLER SPECIFICALLY DISCLAIMS, WITHOUT
LIMITATION, ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
3.03 Buyer represents and warrants to Seller that:
(a) Buyer is a knowledgeable purchaser, owner and
operator of oil and gas properties, has the ability to evaluate
(and in fact has evaluated) the Interests for purchase, and is
acquiring the Interests for its own account and not with the
intent to make a distribution within the meaning of the
Securities Act of 1933, as amended, and the rules and regulations
thereto, or a distribution thereof in violation of any other
applicable securities laws.
(b) This Agreement and the execution and delivery
hereby buy Buyer does not and the consummation of the
transactions contemplated hereby will not, violate any provision
of or constitute a default (whether with notice or the lapse of
time or both) under the charter or by-laws of Buyer, or any law
or regulation (excepting any United States federal or state
antitrust law or regulation as to which no representation or
warranty is made) for which Buyer or any of its subsidiaries or
any of their assets or properties is bound, which violation,
breach or default would materially adversely affect the business
or financial condition of Buyer or its subsidiaries taken as a
whole.
(c) To the best of Buyer's knowledge and belief,
there are no actions, suits, proceedings or governmental
investigations or inquiries pending, or threatened, against Buyer
or any of its subsidiaries or their respective properties,
assets, operations or businesses which might materially delay,
prevent or hinder the consummation of the transactions
contemplated hereby or which might result in any material adverse
change in the financial ability of Buyer to consummate the
transactions contemplated hereby.
(d) Buyer has incurred no liability, contingent or
otherwise, for brokers' or finders' fees relating to the
transactions contemplated by this Agreement for which Seller
shall have any responsibility whatsoever.
ARTICLE IV
Covenants
---------
4.01 Seller covenants and agrees with Buyer that:
(a) Seller will provide to Buyer for examination
and possession at time of closing, all lease and land files,
title opinions, legal files, gas purchase contract files,
division order files, accounting files, well files, production
files, seismic data and information (original film), all electric
logs, mud logs, production logs, all maps and cross sections,
operating reports and any and all contracts, geological and
geophysical reports, as well as any and all well information
which will be provided to Buyer by Seller at closing. Buyer shall
be entitled to all original records and files pertaining to the
properties herein conveyed.
(b) During the period from the date of this
Agreement to the Effective Time, without the prior written
consent of Buyer, Seller will not convey or dispose of any part
of the Interests (other than Interests set forth in subsection
(c) below, and personal property and equipment and oil, gas and
other liquid products produced form the Interests in the regular
course of business). After the Closing Date, Seller will not
convey or dispose of any part of the Interests including oil, gas
or other liquid products produced from the Interests. Buyer shall
have the hill power and right to sell and market the oil and/or
gas produced from the Interests from and after the Closing Date
and Seller shall not sell or market any oil and/or gas produced
from the Interests from and after the Closing Date.
(c) Prior to the Closing Date, Seller shall use
reasonable efforts to cause the Interests to be maintained and
operated in a good and workmanlike manner, shall maintain any
insurance now in force with respect to the Interests, shall pay
or cause to be paid all costs and expenses incurred in connection
therewith, shall keep the Leases in full force and effect,
excepting those Leases which expire according to their terms, and
shall use its best efforts to perform and comply with the
covenants and conditions contained in the Leases and agreements
relating to the Interests. As of the Closing Date, Seller will
surrender to Buyer control of all operations of the Interests at
which time Seller and Buyer will execute Change of Operator (RRC
Form PA) for the wells being sold and Buyer will assume liability
for plugging of said wells. Seller shall give its contract
operator ninety (90) days notice of its intent to terminate
contract operations relative to the XCL - Texas, Inc. - J. Lopez
#3 Well. Buyer will provide the Texas Railroad Commission all
bonds and sureties necessary to act as Operator.
(d) Prior to the Closing Date, Seller shall carry
on the business with respect to the Interests in substantially
the same manner as Seller has heretofore, and shall not introduce
any new method of operation or accounting with respect to the
Interests.
(e) Without the prior written consent of Buyer,
Seller shall not enter into any new agreements or commitments
with respect to the Interests which extend beyond the Closing
Date, shall not make any capital expenditures on any of the
Interests in excess of amounts permitted to be expended in
applicable joint operating agreements without authorities for
expenditure, shall not abandon any well located on the interests
or release or abandon all or any portion of any of the Leases,
shall not modify or terminate any of the agreements relating to
the Interests and shall not encumber, sell or otherwise dispose
of any of the Interests other than personal property which is
replaced by equivalent property or consumed in the normal
operation of the Interests.
(f) Seller shall promptly notify Buyer of any
suit, action or other proceeding before any court or governmental
agency and any cause of action which relate to the Interests or
which might result in impairment or loss of Seller's title to any
of the Interests or of the value thereof or which might hinder or
impede the operation of the Leases, arising or threatened prior
to the Closing, of which Seller has knowledge.
(g) Seller shall exercise its customary diligence
in safeguarding and maintaining secure all engineering,
geological and geophysical data, reports and maps, and all other
confidential data in its possession directly relating to the
Interests and to be transferred to the Buyer hereunder.
(h) All laws, regulations and orders of all
governmental agencies having jurisdiction over the Interests
shall, in all material respects, be complied with by Seller until
the Closing.
(i) Seller shall use reasonable efforts to cause
all the representations and warranties of Seller contained in
this Agreement to be true and correct on and as of the Closing
Date and, to the extent the conditions precedent to the
obligations of Buyer are within the control of Seller, Seller
shall use reasonable efforts to cause such conditions to be
satisfied on or prior to the Closing Date.
4.02 Buyer severally covenants and agrees with Seller
that:
(a) Buyer shall use reasonable efforts to cause
all the representations and warranties of Buyer contained in this
Agreement to be true and correct on and as of the Closing Date
and, to the extent the conditions precedent to the obligations of
Seller are within the control of Buyer, shall cause such
conditions to be satisfied on or prior to the Closing Date.
(b) Buyer shall promptly make all regulatory
filings to be made by a purchaser.
ARTICLE V
Title to Interests
------------------
5.01 At any time before Closing, Buyer may notify Seller
in writing of any of the Interests by title defects. "Title
Defects" shall mean any material encumbrance, lien, irregularity
or defect in Seller's title to any of the Interests that renders
such title not marketable to a reasonably prudent purchaser.
Seller may, at its option, elect to cure such Title Defects at
its own expense. If such Title Defects have not been cured to
Buyer's satisfaction by Closing, the following shall occur:
(a) Buyer may nevertheless elect in writing to
waive such Title Defects and proceed to close; or
(b) In the case of interests discrepancies, (i.e.
a lease that covers less interests than represented or Seller
owns less interest in a lease than represented) which can be
substantiated, the Purchase Price shall be adjusted by an amount
to be agreed upon between Buyer and Seller; or
(c) In the case of the Title Defects, other than
interest discrepancies which Seller has elected not to cure or
has been unable to cure to Buyer's satisfaction, the Interests so
impaired may be excluded from this Agreement and the Purchase
Price shall be reduced by an amount to be agreed upon by Buyer
and Seller.
(d) In the case of material Title Defects which
Seller has elected not to cure or has been unable to cure to
Buyer's satisfaction, Buyer may, upon written notice to Seller,
cancel this Agreement and Seller shall return to Buyer the
Earnest Money paid by Buyer prior to the Closing, and this
Agreement shall be of no further force and effect and neither
Seller nor Buyer shall have further recourse or remedy. A
material Title Defect shall be any defect in title which reduces
the quantity of interest to be conveyed from Seller to Buyer
greater than ten percent (10%) of the Interests shown on Exhibit
"A-1" attached hereto.
5.02 Title Defects discovered after the Closing Date
shall not cause an adjustment to Purchase Price and shall not be
actionable. The Purchase Price shall not be adjusted for any of
the following permitted encumbrances which shall not be
considered Title Defects:
(a) Preferential rights to purchase and required
third part consents to assignments and similar agreements with
respect to which waivers or consents are obtained from the
appropriate parties or the appropriate time period for asserting
the rights has expired without an exercise of the rights;
(b) Materialman's, mechanic's, repairman's,
employee's, contractor's, operator's, tax and other similar liens
or charges arising in the ordinary course of business (i) if they
have not been filed pursuant to law, (ii) if filed, they have not
yet become due and payable or payment is being withheld as
provided by law, or (iii) if their validity is being contested in
good faith by appropriate action;
(c) All rights to consent by, required notices to,
filings with, or other actions by governmental entities in
connection with the sale or conveyance of oil and gas leases or
interests therein if they are customarily obtained subsequent to
the sale or conveyance;
(d) Easements, rights-of-way, servitudes, permits,
surface leases and other rights in respect of surface operations;
and
(e) All rights reserved to or vested in any
governmental, statutory or public authority to control or
regulate any of the Interests in any manner, and all applicable
laws, rules and orders of governmental authority.
(f) The agreements listed on Exhibit "A-2".
ARTICLE VI
Conditions to Closing
---------------------
6.01 The obligations of Seller to consummate the
transaction contemplated by this Agreement are subject, at the
option of Seller, to the satisfaction or waiver of the condition
that all representations and warranties of Buyer contained in
this Agreement shall be true in all material respects at and as
of the Closing as if such representations and warranties were
made at and as of Closing, and Buyer shall have performed and
satisfied all covenants and agreements required by this Agreement
to be performed and satisfied by Buyer at or prior to the
Closing. The obligations of Buyer to consummate the transaction
contemplated by this Agreement are subject, at the option of
Buyer, to the satisfaction or waiver of the condition that all
representations and warranties of Seller contained in this
Agreement shall be true in all material respects at and as of the
Closing as if such representations and warranties were made at
and as of the Closing, and Seller shall have performed and
satisfied all covenants and agreements required by this Agreement
to be performed and satisfied by Seller at or prior to Closing.
6.02 The obligations of each party to consummate the
transactions contemplated by this Agreement are subject, at the
option of such party, to the satisfaction or waiver by such party
of the following conditions:
(a) All necessary consents, permissions, notations and
approvals by third parties or governmental authorities (except
consents, permissions and approvals of governmental authorities
customarily obtained subsequent to transfer) in connection with
the sale and transfer by Seller and purchase by Buyer of the
Interests and in connection with the transfer by Seller of all
permits and licenses necessary or appropriate for the operation
of the Interests, shall have been obtained, waived by the party
adversely affected or the period for exercise shall have expired,
and all necessary regulatory filings shall have been made.
(b) At the Closing, there shall not be pending or
instituted, threatened or proposed, any action or proceeding by
or before any court or administrative agency or any other person
challenging or complaining of, or seeking to collect damages or
other relief in connection with the transactions contemplated by
this Agreement.
(c) At the Closing, no state or federal statute, rule,
regulation or action shall exist or shall have been adopted or
taken and no judicial or administrative decision shall have been
entered (whether on a preliminary or final basis, which would
prohibit, restrict or delay the consummation of the transactions
contemplated by this Agreement or make illegal the payments due
hereunder.
ARTICLE VII
Closing
-------
7.01 The consummation of the transactions contemplated
hereby (the "Closing") shall be held at the offices of XCL -
Texas, Inc., 110 Rue Jean Lafitte, Lafayette, Louisiana 70508, at
11:00 a.m. on May 6, 1996.
7.02 At the Closing:
(a) Seller shall execute, acknowledge, and deliver
to Buyer an Assignment, Bill of Sale and Agreement in form
substantially the same as set forth in Exhibit "B". hereto
conveying the Interests to Buyer.
(b) Seller and Buyer shall execute and deliver a
Settlement Statement prepared by Seller that shall set forth the
Closing Amount and each adjustment and the calculation of such
adjustments used to determine such amount. The term Closing
Amount shall mean the Purchase Price adjusted as provided in
Article V, using for such adjustment the best information then
available.
(c) Buyer shall deliver to Seller by wire transfer
in the amount of Three Million and Twenty Thousand Dollars
($3,020,000.00) to Seller.
(d) Seller shall deliver to Buyer original lease
and land files, title opinions, legal files, gas purchase
contract files, division order files, accounting files, well
files, production files, seismic data and information (original
film), (to the extent that Seller is contractually able to do
so), all electric logs, mud logs, production logs, all maps and
cross sections, operating reports and any and all contracts,
geological and geophysical reports, as well as any and all well
information pertaining to the Leases and wells conveyed. Seller
makes no warranty as to the correctness or accuracy of the
materials contained with the files furnished hereunder.
(e) Seller and Buyer shall execute, acknowledge
and deliver transfer orders or letters in lieu, prepared by
Buyer, directing all purchasers of production to make payment to
Buyer of proceeds attributable to production from the Interests
conveyed.
(f) Seller and Buyer shall execute PA Forms ,
Change of Operator, with the State of Texas and such other
documents as are necessary to effectuate the transfer to Buyer on
May 1, 1996.
ARTICLE VIII
Obligations After The Closing
8.01 Within ninety (90) days after the Closing, the
parties shall undertake to agree with respect to the adjustments
or payments that were not finally determined as of the Closing,
and the amount due from Buyer or Seller, as the case may be,
pursuant to such post-closing adjustment.
8.02 Buyer shall pay all taxes occasioned by the sale
of the Interests and all documentary, filing and recording fees
required in connection with the filing and recording of any
assignments.
8.03 Promptly After the Closing.
(a) Buyer shall:
(i) immediately record and file all
counterparts of the Assignment and Bill of
Sale and provide Seller with proof thereof;
(ii) erect or install such lease and well
signs as may be required by applicable
regulations, indicating that Buyer is owner
of the Interests; and
(b) Seller shall:
(i) remove all lease and well signs
indicating Seller's ownership; and
(ii) advise applicable state and federal
agencies of this sale.
8.04 After Closing, Seller and Buyer shall execute,
acknowledge and deliver such instruments and take such other
action as may be necessary or advisable to carry out their
obligations under this Agreement.
8.05 The representations, warranties, covenants and
agreements included in this Agreement or in any exhibit,
document, certificate, or other instrument delivered pursuant
hereto (except the Exhibit "B" Assignment, Bill of Sale and
Agreement) shall survive the Closing for a period of six (6)
months. The provisions of Article VIII, Article IX, and the
Assignment, Bill of Sale and Conveyance provided for hereunder,
as well as all indemnities included or provided in this
Agreement, shall survive Closing for so long as permitted by law.
The provisions of Article 11.07 shall survive the Closing for a
period of twelve (12) months.
ARTICLE IX
Indemnities
-----------
9.01 Buyer expressly agrees to fully protect, defend,
indemnify and hold harmless Seller, its employees, officers, and
agents, successors and assigns from and against each and every
claim, demand, action, cause of action, or lawsuit, and any
liability, cost, expense, damage, or loss, including court costs
and attorneys' fees, and including claims based upon theories of
negligence (collectively, referred to as "Claim") arising from or
relating to' wholly or in part, the operation or ownership of
Interests on or after the Closing Date, as well as any Claim
excluded from Seller's indemnity obligation.
9.02 Seller expressly agrees, to fully protect, defend,
indemnify and hold harmless Buyer, their employees and agents,
successors and assigns from and against each and every Claim
solely arising from or relating to the operation or ownership of
the Interests prior to the Closing Date; provided however,
Seller's indemnity obligation shall not apply to:
(a) Any Claim of which Buyer has knowledge or
notice on or prior to the Closing Date; or
(b) Any claim of the type which may be encountered
in spite of the conduct of Operations consistent with normal oil
field practices (e.g. Claims relating to surface reclamation,
well plugging, asbestos, naturally occurring radioactive
materials, ordinary wear and tear, etc.).
ARTICLE X
Seismic Consent and Approval
----------------------------
10.01 Seller agrees to grant to Buyer as to its right,
title and interest, a non-exclusive permit, in order that Buyer
may conduct 3-D seismic surveys under all the leases in the South
Berry R. Cox Field, as well as other interests that Seller may
have in the vicinity thereof.
ARTICLE XI
Miscellaneous
-------------
11.01 This Agreement supersedes all prior agreements
between the parties (written or oral) with regard to the subject
matter hereof. This instrument contains the entire agreement
between the parties and may be supplemented, altered, amended,
modified or revoked by writing only, signed by both parties.
11.02 All of the Exhibits referred to in this Agreement
are hereby incorporated by reference.
11.03 Buyer may not assign all or any portion of its
rights or delegate all or any portion of its duties hereunder
unless Buyer obtains the prior written consent of Seller, which
consent shall not be unreasonably withheld. Except as otherwise
provided herein, this Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and
assigns.
11.04 THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY,
THE LAWS OF THE STATE OF TEXAS.
11.05 All notices and communications required or
permitted under this Agreement, including address changes, shall
be in writing and communication or delivery hereunder shall be
deemed to have been duly made if actually delivered, transmitted
by telecopier or if mailed by registered or certified mail,
postage prepaid, addressed as follows:
If to Seller: If to Buyer:
Dan A. Hughes Company XCL - Texas, Inc.
Attention: Ronald P. Stasny Attn.: David Melman
P. 0. Drawer 669 110 Rue Jean Lafitte
Beeville, Texas 78104-0669 Lafayette, Louisiana 70508
(512) 358-3752 - phone (318) 237-0325 - phone
(512) 362-2839 - fax (318) 237-3316 - fax
11.06 For one (1) year after the Closing, Seller agrees
to execute, acknowledge and deliver to Buyer any additional
instruments, notices, division orders and other documents which
may be necessary to more fully and effectively assign and convey
to Buyer the subject Interests.
11.07 The terms and conditions of this Agreement are
deemed privileged and confidential and neither party hereto shall
disclose the terms hereof without the prior written consent of
the other, except as required to meet corporate disclosure
obligations.
11.08 This Agreement may be executed in multiple
counterparts, each of which shall be an original, and all of
which, when considered together, shall constitute one and the
same instrument.
Executed as of the date first above mentioned.
BUYER: DAN A. HUGHES COMPANY
/s/ Dan A. Hughes
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BY: Dan A. Hughes, President
SELLER: XCL - TEXAS, INC.
/s/ David A. Melman
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BY: David Melman, Vice President