EXHIBIT 99.4
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT, dated December ___, 1995, is made by SNYDER OIL
CORPORATION, a Delaware corporation ("Purchaser") and BARALONCO EXPLORATION,
INC., a Delaware corporation ("Seller").
ARTICLE I
BASIS OF AGREEMENT
Seller desires to sell to Purchaser, and Purchaser desires to purchase
from Seller, certain oil and gas properties and related assets on the terms
and conditions set forth in this Agreement. This Agreement contemplates a
taxable sale of assets by the Seller, in exchange for cash and shares of
common stock of the Purchaser. Therefore, for and in consideration of the
agreements set forth herein, Purchaser and Seller agree to the provisions
hereof.
ARTICLE II
DEFINITIONS
Capitalized terms used herein shall have the meanings ascribed to them
in this Article II unless the terms are defined elsewhere in this Agreement:
Adjusted Purchase Price:As defined in Section 3.02.
Affiliate of Seller:As defined in Section 11.04.
Assignments: As defined in Section 3.05.
Claims: As defined in Section 9.01.
Closing: As defined in Section 3.03.
Closing Date: As defined in Section 3.03.
Code: The Internal Revenue Code of 1986, as amended.
Control: As defined in Section 11.04.
DOI: DelMar Operating, Inc., a Delaware corporation.
Effective Date: As defined in Section 3.05.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Excluded Asset: Any of the excluded assets described in Section 3.08.
Indemnified Party:As defined in Section 9.03.
Indemnitor: As defined in Section 9.03.
Information Blackout:
As defined in Section 4.05.
Preference Property:
As defined in Section 5.02.
Preference Right: As defined in Section 3.06
Properties: As defined in Section 3.01.
Purchase Price: As defined in Section 3.02.
Purchaser Group: As defined in Section 9.02.
Purchaser Stock: As defined in Section 3.02.
Registrable Stock:As defined in Section 4.02.
Registration Expenses:As defined in Section 4.03.
Reports: As defined in Section 6.06.
SEC: The Securities and Exchange Commission.
Securities Act: The Securities Act of 1933, as amended.
Seller Group: As defined in Section 9.01.
Transaction Blackout:As defined in Section 4.05.
ARTICLE III
PURCHASE AND SALE
3.01 Properties. Seller agrees to sell and Purchaser agrees to purchase,
for the consideration hereinafter set forth, and subject to the terms and
provisions herein contained, the following assets, except to the extent any
such asset constitutes an Excluded Asset:
(a) All right, title and interest of Seller in and to the oil, gas
and/or mineral leases described in Exhibit A hereto, insofar as the leases
cover the areas described on Exhibit A;
(b) All rights, titles and interests of Seller in and to, or
otherwise derived from, all presently existing and valid oil, gas and/or
mineral unitization, pooling, and/or communitization agreements, declarations
and/or orders relating to the properties described in Subsection 3.01(a)
above, to the extent, and only to the extent, those rights, titles and
interests are attributable to the properties described in Subsection 3.01(a)
above;
(c) All rights, titles and interests of Seller in and to all
presently existing and valid production sales contracts, operating agreements,
and other agreements and contracts which relate to any of the properties
described in Subsections 3.01(a) and 3.01(b) above (including, without
limitation, any agreements relating to escrowed plugging and abandonment
funds, plus any and all rights of Seller under such agreements to receive
escrowed funds, as of the Effective Date), to the extent, and only to the
extent, those rights, titles and interests are attributable to the properties
described in Subsections 3.01(a) and 3.01(b) above; and
(d) All rights, titles and interests of Seller in and to all
materials, supplies, machinery, equipment, improvements and other personal
property and fixtures (including, but not by way of limitation, all production
platforms, wells, wellhead equipment, pipelines, and other equipment) located
on the properties described in Subsections 3.01(a) and 3.01(b) above and used
in connection with the exploration, development, operation or maintenance
thereof.
The properties and interests described in Subsections 3.01(a) - 3.01(d),
except to the extent constituting an Excluded Asset, are herein collectively
called the "Properties".
3.02 Purchase Price. The Purchase Price for the Properties shall be
$11,704,000, payable, as specified in Section 3.04, $1,000 in cash and the
remainder in shares of the Common Stock, par value $.01 per share, of
Purchaser (the "Purchaser Stock"), subject to adjustment as provided in
Section 3.06. "Adjusted Purchase Price" means the Purchase Price minus
$1,000.
3.03 Closing. The closing of the transactions contemplated in this
Agreement (the "Closing") shall be held on a date agreed upon by the parties
that shall be as soon as the appropriate documentation can be prepared, agreed
to by the parties, and finalized, and all appropriate consents and rulings are
obtained (such date referred to herein as the "Closing Date") and shall be
held at the offices of Purchaser, 777 Main Street, #2500, Fort Worth, Texas.
3.04 Delivery of the Purchase Price. Purchaser shall deliver to Seller
(a) a check in the amount of $1,000 and (b) a certificate, registered in the
name of Seller, representing that number of shares of Purchaser Stock equal
to the quotient obtained by dividing (i) the Adjusted Purchase Price by (ii)
the closing price of Purchaser Stock on the New York Stock Exchange on
September 29, 1995, (which was $12.125 per share). If application of the
formula would result in the issuance of a fractional share, the quotient shall
be rounded up to the nearest whole share. The Purchase Price, as adjusted
pursuant to Section 3.06(c)(i), shall be delivered by Purchaser to Seller at
the Closing, and the Purchaser Stock so delivered shall bear the legend
specified in Section 4.01.
3.05 Delivery of the Properties. At the Closing Seller shall (a)
execute, acknowledge and deliver to Purchaser Assignments of the Properties
(the "Assignments"), in the form attached hereto as Exhibit B, each Assignment
covering one of the leases described in Exhibit A hereto, and each being
effective as to runs of oil and deliveries of gas as of 12:01 o'clock a.m.,
Central Time on July 1, 1995 (the "Effective Date"); and (b) to the extent
requested by Purchaser, execute and deliver to Purchaser (i) letters in lieu
of transfer orders (or similar documentation), in form acceptable to both
parties, and (ii) an affidavit or other certification that Seller is not a
"foreign person" within the meaning of Section 1445 (or similar provisions)
of the Code (i.e., Seller is not a non-resident alien, foreign corporation,
foreign partnership, foreign trust or foreign estate as those terms are
defined in the Code and regulations promulgated thereunder). At the Closing,
Purchaser shall execute, acknowledge, and deliver to Seller one original of
each of the Assignments to evidence Purchaser's acceptance of such Assignments
subject to the terms and provisions thereof.
3.06 Accounting Adjustments.
(a) Adjustments shall be made between Purchaser and Seller so that
(i) all expenses (including, without limitation, all drilling costs, all
capital expenditures, all contributions to fund plugging and abandonment
obligations, and all overhead charges under applicable operating agreements,
and all other overhead charges actually charged by third parties) which are
incurred in the operation of the Properties after the Effective Date, as
adjusted by the results of any joint interest audit relating to any of the
Properties, will be borne by Purchaser, (ii) all expenses which are incurred
in the operation of the Properties before the Effective Date, as adjusted by
the results of any joint interest audit relating to any of the Properties,
will be borne by Seller, (iii) all proceeds (net of applicable production,
severance, and similar taxes) from the sale of oil, gas and/or other minerals
produced therefrom before the Effective Date, as adjusted by the results of
any joint interest audit relating to any of the Properties, will be received
by Seller, (iv) the Purchase Price is reduced to reflect any amounts received
by Seller from holders of Preference Rights as set forth in Article V below
("Preference Right" means any right or agreement that enables or may enable
any third party to purchase or acquire any of the Properties or any interest
therein or portion thereof as a result of or in connection with (i) the sale,
assignment, encumbrance or other transfer of any of the Properties or any
interest therein or portion thereof or (ii) the execution or delivery of this
Agreement or the consummation or performance of the terms and conditions
contemplated by this Agreement), and (v) the Purchase Price is adjusted to
compensate for any gas production imbalances affecting the Properties.
(b) In making the adjustments described in Subsection 3.06(a)
above: (i) oil which was produced from the Properties and which was, on the
Effective Date, stored in tanks located on the Properties (or located
elsewhere but used to store oil produced from the Properties prior to delivery
to oil purchasers) and above pipeline connections shall be deemed to have been
produced before the Effective Date (it is recognized that such tanks may not
have been gauged on the Effective Date for the purposes of this Agreement and
that determination of the volume of such oil in storage may be based on the
best available data, which may include estimates), and (ii) ad valorem taxes
assessed with respect to a period which the Effective Date splits shall be
prorated based on the number of days in such period which fall on each side
of the Effective Date (with the day on which the Effective Date falls being
counted in the period after the Effective Date), and (iii) no consideration
shall be given to the local, state or federal income tax liabilities of any
party.
(c) (i) At or before the third business day prior to the Closing,
the parties shall determine, based upon the best information reasonably
available to them, the amount of the adjustments provided for in Subsections
3.06(a) and 3.06(b) above. If the amount of adjustments so determined which
would result in a credit to Purchaser exceeds the amount of adjustments so
determined which would result in a credit to Seller, Purchaser shall receive
a credit for the amount of such excess, against the Purchase Price to be paid
at the Closing, and, if the converse is true, Purchaser shall pay to Seller,
at the Closing (in addition to amounts otherwise then owed), the amount of
such excess, which shall be payable, together with the rest of the Purchase
Price, in the manner set forth in Sections 3.02 and 3.04. (ii) On or before
180 days after the Closing, Purchaser and Seller shall review any additional
information which may then be available pertaining to the adjustments provided
for in Subsections 3.06(a) and 3.06(b) above, shall determine if any
additional adjustments (whether the same be made to account for expenses or
revenues not considered in making the adjustments made at the Closing, or to
correct errors made in such adjustments) should be made beyond those made at
the Closing, and shall make any such adjustments by appropriate payments from
Seller to Purchaser or from Purchaser to Seller. Following the additional
adjustments, no further adjustments shall be made under this Section 3.06.
Any adjustment payments made after the Closing shall be payable in cash.
3.07 Seller's Letter of Credit. Immediately after the Closing, Purchaser
shall, at Purchaser's expense, cause DOI to commence actions required to cause
Planet Indemnity Company to release to Seller Standby Letter of Credit No.
4251-800906H1 MP, in the amount of $984,000, dated August 16, 1994, issued by
Credit Suisse at the request of Seller for the benefit of Planet Indemnity
Company, DOI's surety, and to pursue those actions with diligence until the
release is accomplished.
3.08 Excluded Assets. Seller reserves and expressly excepts from the
transaction contemplated in this Agreement the following assets:
(a) all of Seller's right, title, and interest in the Columbia
Bankruptcy, in which, on July 31, 1991, Columbia Gas Transmission Corporation
filed a petition for reorganization in Case No. 91-804 in the United States
Bankruptcy Court for the District of Delaware, under Chapter 11 of Title 11
of the United States Code, rejecting the gas purchase contracts under which
Seller sold gas produced from one or more of the Properties, and in which a
proof of claim was timely filed on behalf of Seller;
(b) all of Seller's operating rights in certain portions of Main
Pass 248 and 249, as described in more detail on Exhibit C;
(c) all of the right, title, and interest of Seller in High Island
207, as described in more detail on Exhibit D;
(d) any claim to the following distributions relating to the
Properties, which have been made after the Effective Date:
(i) Seller's share of payment by Viosca Knoll Gathering
Company for certain gas pipelines and facilities, which
was distributed on or about August 24, 1995;
(ii) Seller's portion of May 1995 distribution ($406,000),
paid in July 1995; and
(iii) Seller's portion of June 1995 distribution ($351,000),
paid in August 1995; and
(e) all of Seller's right, title, and interest in any of the
Properties that is subject to a Preference Right, to the extent the holder of
the Preference Right exercises such right prior to the Closing Date, as
discussed in Article V.
The assets listed in Subsections 3.08(a) through 3.08(e) above are
referred to herein as the "Excluded Assets."
3.09 Legal Opinion. Purchaser shall provide to Seller at Closing an
opinion of Purchaser's counsel in a form reasonably acceptable to Seller to
the effect that the Purchaser Stock to be delivered to Seller pursuant hereto
has been duly authorized by all necessary corporate action on the part of
Purchaser, and, when issued and delivered by Purchaser pursuant to this
Agreement against payment of the consideration therefor set forth herein, such
Purchaser Stock will be validly issued, fully paid and non-assessable.
3.10 DOI Consent; Environmental Statement. At the Closing, Purchaser
shall cause its subsidiary, DOI, to provide to Seller, in a form reasonably
acceptable to Seller (a) a written consent to the assignments of the
Properties that are being made from Seller to Purchaser pursuant to this
Agreement and (b) a statement listing any and all claims for pollution and/or
environmental damage of any kind and any fines or penalties assessed on
account of such damage, caused by, arising out of, or in any way incidental
to the ownership or operation of the Properties that had been asserted before
the Effective Date; provided that such statement shall be made to the best
knowledge and belief of DOI.
ARTICLE IV
REGISTRATION RIGHTS
4.01 Transfer of Purchaser Stock. Unless a registration statement is
effective with respect thereto, the shares of Purchaser Stock delivered to
Seller pursuant to Article III will not have been registered under the
Securities Act. Purchaser shall cause to be placed upon certificates for
shares of Purchaser Stock issued pursuant to Article III (other than shares
which are at the time the subject of an effective registration statement under
the Securities Act) a legend applicable to the disposition of those shares,
provided that forthwith upon any disposition pursuant to the registration
statement filed under this Article IV or otherwise, Purchaser shall substitute
therefor, at its expense, new certificates not bearing that legend. The
legend shall read substantially as follows:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 and such
shares cannot be sold or transferred unless they are so
registered or an exemption from registration is then
available."
4.02 Registration. Promptly after the Closing, Purchaser shall file a
registration statement with the SEC and use its reasonable best efforts to
effect the registration under the Securities Act, of the sales by Seller of
the Purchaser Stock issued pursuant to Article III (the "Registrable Stock").
4.03 Registration Expenses. Purchaser shall be responsible for the
payment of all Registration Expenses (as defined below) in connection with the
registration pursuant to this Article IV. With respect to that registration
Seller shall bear its own legal costs and any underwriting commissions or
discounts charged to the Seller.
"Registration Expenses," means all expenses incident to Purchaser's
performance of or compliance with the registration requirements set forth in
this Article IV including, without limitation, the following: (i) the fees,
disbursements and expenses of Purchaser's counsel(s) (United States and
foreign) and accountants in connection with any such registration; (ii) all
costs and expenses in connection with the preparation, printing and filing of
the registration statement, each prospectus, and all amendments and
supplements thereto; (iii) the costs incurred in connection with the
qualification of the securities under the laws of various jurisdictions
(including fees and disbursements of counsel); (iv) the cost of furnishing to
the Seller copies of any such Registration statement, each preliminary
prospectus, the final prospectus and each amendment and supplement thereof;
and (v) all fees and expenses incurred in listing the Registrable Stock on any
stock exchange and any transfer agent or registrar fees.
4.04 Registration Procedures. After the Closing, Purchaser will as
promptly as is practicable, but in no event later than 30 days after Closing:
(a) prepare, file and use its reasonable best efforts to cause to
become effective a registration statement on Form S-3 or such other form as
Purchaser reasonably selects under the Securities Act or update by amendment
or supplement a previously filed registration statement regarding the
Registrable Stock to be offered;
(b) prepare and file with the SEC such amendments and supplements
to the registration statement and the prospectus used in connection therewith
as may be necessary to keep the registration statement effective and to comply
with the provisions of the Securities Act with respect to the disposition of
all Registrable Stock until the earlier of such time as all Registrable Stock
has been disposed of in accordance with the intended methods of disposition
by Seller set forth in the registration statement or until the earlier of
three years after the registration statement becomes effective or such earlier
date upon which the Registrable Stock may be sold under Rule 144(k) under the
Securities Act;
(c) furnish to Seller the number of conformed copies of the
registration statement and of each amendment and supplement thereto (in each
case including all exhibits), the number of copies of the prospectus included
in such registration statement (including each preliminary prospectus and any
summary prospectus), in each case the number to be in conformity with the
requirements of the Securities Act, those documents incorporated by reference
in the registration statement or prospectus, and such other documents as
Seller may reasonably request;
(d) use its reasonable best efforts to register or qualify all
Registrable Stock covered by the registration statement under securities or
blue sky laws of other jurisdictions, and to list the Registrable Stock on any
stock exchange, as Seller shall reasonably request, and do any and all other
acts and things which may be necessary or advisable to enable Seller to
consummate the disposition in those jurisdictions of its Registrable Stock
covered by the registration statement, except that Purchaser shall not for any
such purpose be required to qualify generally to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified, or to subject
itself to taxation in any such jurisdiction, or to consent to general service
of process in any such jurisdiction; and
(e) immediately notify Seller at any time when a prospectus
relating to a registration pursuant to Article IV hereof is required to be
delivered under the Securities Act of the happening of any event as a result
of which the prospectus included in the registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and at the request of Seller prepare and furnish to
Seller and any underwriter of the Registrable Stock a reasonable number of
copies of a supplement to or an amendment of the prospectus as may be
necessary so that, as thereafter delivered to the purchasers of the
Registrable Stock, the prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.
Purchaser may require that Seller furnish such information regarding
Seller and the distribution of such securities as Purchaser may from time to
time reasonably request in writing and as shall be required by law or by the
SEC in connection with any registration.
4.05 Blackout Periods. Upon written notice from Purchaser to Seller that
either:
(a) Purchaser has determined to engage in a financing and has been
advised in writing (with a copy to Seller) by a recognized independent
investment banking firm selected by the Board of Directors of Purchaser that,
in that firm's opinion, Purchaser's sale of Registrable Stock pursuant to the
registration statement would adversely affect Purchaser's own immediately
planned financing (a "Transaction Blackout"); or
(b) the general counsel of Purchaser determines in good faith in
writing (with a copy to Seller) that Seller's sale of Registrable Stock
pursuant to the registration statement would require disclosure of material
information which Purchaser has a bona fide business purpose for preserving
as confidential as a result of a pending merger, consolidation, acquisition,
disposition or other material development involving Purchaser (an "Information
Blackout");
Seller shall suspend sales of Registrable Stock pursuant to such registration
statement until the earlier of (X)(i) in the case of a Transaction Blackout,
the earliest of (A) three months after the completion of the financing, (B)
the termination of any "blackout" period required by the underwriters to be
applicable to Purchaser, if any, in connection with the financing, (C)
abandonment of such financing and (D) 135 days after the date of Purchaser's
written notice of a Transaction Blackout, or (ii) in the case of an
Information Blackout, the earlier of (A) the date upon which the material
information is disclosed to the public or ceases to be material or (B) 135
days after receipt of notice by Seller requesting the registration, and (Y)
such time as Purchaser notifies Seller that sales pursuant to such
registration statement may be resumed.
4.06 Preparation; Reasonable Investigation. In connection with the
preparation and filing of the registration statement registering Registrable
Stock under the Securities Act, Purchaser shall give Seller and its counsel
reasonable and customary access to its books and records and opportunities to
discuss the business of Purchaser with its officers and the independent public
accountants who have audited its financial statements.
4.07 Indemnification and Contribution.
(a) Purchaser hereby indemnifies and agrees to hold harmless
Seller, its directors and officers, and each person, if any, who controls
Seller within the meaning of the Securities Act against any losses, claims,
damages, liabilities and expenses, joint or several, to which that person may
be subject under the Securities Act or otherwise, insofar as those losses,
claims, damages, liabilities or expenses (or actions or proceedings in respect
thereof) arise out of or are based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in the registration statement
under which the Purchaser Shares are registered under the Securities Act, any
preliminary prospectus or final prospectus included therein, or any amendment
or supplement thereto, or any document incorporated by reference therein, or
(ii) any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and Purchaser shall reimburse each such person for any legal or
any other expenses reasonably incurred by that person in connection with
investigating or defending any such loss, claim, liability, action or
proceeding; provided that Purchaser shall not be liable in any such case to
the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission made in reliance upon
and in conformity with written information furnished by the indemnified person
to Purchaser. This indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of Purchaser or any director,
officer or controlling person and shall survive the transfer of the registered
securities by Seller.
(b) Seller hereby indemnifies and agrees to hold harmless (in the
same manner and to the same extent as set forth in Subsection 4.07(a)) each
director of Purchaser, each officer of Purchaser who shall sign the
registration statement, and each person, if any, who controls Purchaser within
the meaning of the Securities Act, with respect to any statement in or
omission from the registration statement, any preliminary prospectus or final
prospectus included therein, or any amendment or supplement thereto, if the
statement or omission was made in reliance upon and in conformity with written
information furnished by it to Purchaser. This indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of
Purchaser or any director, officer or controlling person and shall survive the
transfer of the registered securities by Seller.
(c) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for as set forth in
this Section 4.07 is for any reason held to be unenforceable by the
indemnified parties, although applicable in accordance with its terms,
Purchaser and Seller shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by said indemnity
agreement incurred by Purchaser and Seller, as incurred, as between Purchaser
on the one hand and Seller on the other, in such proportion as is appropriate
to reflect the relative fault of Purchaser on the one hand and of Seller on
the other in connection with the statements or omissions which result in the
losses, liabilities, claims, damages or expenses, as well as any other
relative equitable considerations. The relative fault of Purchaser on the one
hand and of Seller on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state material fact relates to
information supplied by Purchaser or by Seller.
ARTICLE V
PREFERENCE RIGHTS
5.01 Compliance. To Seller's knowledge, all agreements containing a
Preference Right are set forth in Schedule 5.01 (except such agreements with
respect to which all Preference Rights applicable to the sale contemplated by
this Agreement have been complied with or waived). Prior to the Closing Date,
Seller shall initiate all procedures required to comply with or obtain the
waiver of all Preference Rights set forth in Schedule 5.01 with respect to the
transactions contemplated by this Agreement.
5.02 Effect of Preference Rights. Any of the Properties or a portion
thereof that is required to be offered to a third party by virtue of a
Preference Right is referred to herein as a "Preference Property." If a third
party who has been offered a Preference Property pursuant to Section 5.01
elects prior to Closing to purchase such Preference Property in accordance
with the terms of such Preference Right, and Seller and Purchaser receive
written notice of such election prior to the Closing Date, such Preference
Property will be eliminated from the Properties, and the Purchase Price shall
be reduced by the portion of the Purchase Price allocated to such Preference
Property under this Agreement. If a Preference Right affects only a portion
of a Property and a portion of the Purchase Price has not been allocated
specifically to such portion of such Property in Exhibit A, then the portion
of the Purchase Price to be allocated to such Preference Property shall be
further allocated among the portions of such Property in the proportion that
the portion of such Property affected by such Preference Right bears to the
entire Property. If a third party who has been offered a Preference Property
or who has been requested to waive its Preference Right pursuant to
Section 5.01 does not elect to purchase such Preference Property or waive such
Preference Right with respect to the transactions contemplated by this
Agreement prior to the Closing Date, such Preference Property shall be
conveyed to Purchaser at Closing subject to such Preference Right. If a third
party elects to purchase a Preference Property subject to a Preference Right
and Closing has already occurred with respect to such Preference Property,
Purchaser shall be obligated to convey said Preference Property to such third
party and shall be entitled to the consideration for the sale of such
Preference Property.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Except as disclosed in the Exhibits and Schedules attached to this
Agreement or as otherwise disclosed in this Agreement, Purchaser hereby
represents and warrants to Seller that:
6.01 Organization, Existence and Qualification. Purchaser is a
corporation duly organized, validly existing and in good standing under the
laws of Delaware and has all requisite corporate power and authority to own
and lease the assets it currently owns and leases, to carry on its business
as such business is currently conducted and to own and/or lease the Properties
when acquired. Purchaser is duly qualified to do business and is in good
standing in each jurisdiction in which the Properties to be acquired by it
make such qualification necessary. Purchaser (a) is qualified to own federal
and/or state oil, gas and mineral leases in all jurisdictions where any of the
Properties are located and (b) has complied with, will comply with and/or is
exempt from all necessary governmental bonding requirements arising from its
ownership of the Properties.
6.02 Authority. Purchaser has all requisite corporate power and
authority to execute and deliver this Agreement, to consummate the
transactions contemplated hereby and to perform all the terms and conditions
hereof to be performed by it. The execution and delivery of this Agreement
by Purchaser, the performance by it of all the terms and conditions hereof to
be performed by it and the consummation of the transactions contemplated
hereby (a) have been duly authorized by all necessary corporate action on the
part of Purchaser and (except for approvals by the U.S. Department of the
Interior or the applicable state agencies or authorities in connection with
the assignment of interests in any federal or state leases) do not require the
consent or approval of any governmental or other regulatory body and (b) do
not violate any provision of any federal or state law or regulation or any
judgment, order or decree of any federal or state court or governmental agency
applicable to or binding on Purchaser. This Agreement and the Assignments to
be delivered at the Closing constitute the valid and binding obligations of
Purchaser enforceable in accordance with their terms, except as the
enforceability thereof may be limited by (i) bankruptcy, insolvency or other
laws relating to or affecting generally creditors' rights, (ii) by general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law), and (iii) by the power of a court to
deny enforcement of remedies generally based upon public policy.
6.03 Purchaser Stock. The Purchaser Stock to be delivered to Seller
pursuant hereto is in due and proper form, has been duly authorized by all
necessary corporate action on the part of Purchaser, and, when issued and
delivered by Purchaser pursuant to this Agreement against payment of the
consideration therefor set forth herein, such Purchaser Stock will be validly
issued, fully paid and non-assessable and approved for listing on the New York
Stock Exchange upon notice of issuance.
6.04 Litigation. There are no litigation, arbitration proceedings or
governmental proceedings pending, instituted or, to the knowledge of
Purchaser, threatened against Purchaser or its subsidiaries which, if
adversely determined, might delay, prevent or hinder the consummation of the
transactions contemplated by this Agreement.
6.05 No Distribution. Purchaser is an experienced and knowledgeable
investor in the oil and gas business. Prior to entering into this Agreement,
Purchaser was advised by its counsel and such other persons it has deemed
appropriate concerning this Agreement and has relied solely on an independent
investigation and evaluation of, and appraisal and judgment with respect to,
the geologic and geophysical characteristics of the Properties, the estimated
reserves recoverable therefrom, and the price and expense assumptions
applicable thereto. Purchaser is not acquiring any interests in the
Properties in connection with a distribution thereof in violation of the
Securities Act and the rules and regulations thereunder or any applicable
state blue sky laws.
6.06 Disclosure. As of their respective dates, neither of its Annual
Report on Form 10-K for the fiscal year ended December 31, 1994, nor any other
document filed subsequent to December 31, 1994, under Section 13, 14 or 15(d)
of the Exchange Act, each in the form (including exhibits) filed with the SEC
(collectively, "Reports") contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein, in light
of the circumstances under which they were made, not misleading. Each of the
balance sheets in or incorporated by reference in its Reports fairly presents
the financial position of the entity or entities to which it relates as of its
date and each of the statements of operations and retained earnings and of
cash flow and changes in financial position or equivalent statements in or
incorporated by reference into its Reports fairly presents the results of
operations, retained earnings and cash flows and changes in financial
position, as the case may be, of the entity or entities to which it relates
for the periods set forth therein, in each case in accordance with generally
accepted accounting principles. Purchaser has no material obligations or
liabilities (contingent or otherwise) that are required to be disclosed in the
Reports and which are not disclosed in the Reports.
6.07 Adverse Change. There has been no material adverse change in the
assets, liabilities, financial or business condition of the Purchaser and its
subsidiaries, taken as a whole, since the date of the most recent Form 10Q
filed with the SEC.
6.08 Brokerage Fees and Commissions. Neither Purchaser nor any affiliate
of Purchaser has incurred any obligation or entered into any agreement for any
investment banking, brokerage or finder's fee or commission in respect of the
transactions contemplated by this Agreement for which Seller shall incur any
liability.
ARTICLE VII
REPRESENTATIONS AND WARRANTIES OF SELLER
Except as disclosed in this Agreement, including the Exhibits and
Schedules attached to this Agreement, Seller hereby represents and warrants
to Purchaser that:
7.01 Authority. Seller has all requisite corporate power to execute
and deliver this Agreement, to consummate the transactions contemplated hereby
and to perform all the terms and conditions hereof to be performed by it. The
execution and delivery of this Agreement by Seller, the performance by it of
all the terms and conditions hereof to be performed by it and the consummation
of the transactions contemplated hereby (a) have been duly authorized by all
necessary corporate action on the part of Seller and (except for approvals by
the U.S. Department of the Interior or the applicable state agencies or
authorities in connection with the assignment of interests in any federal or
state leases) do not require the consent or approval of any governmental or
other regulatory body and (b) do not violate any provision of any federal or
state law or regulation or any judgment, order or decree of any federal or
state court or governmental agency applicable to or binding on Seller. This
Agreement and the Assignments to be delivered at the Closing constitute the
valid and binding obligation of Seller, enforceable in accordance with their
terms, except as the enforceability thereof may be limited by (i) bankruptcy,
insolvency or other laws relating to or affecting generally creditors' rights,
(ii) general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and (iii) the power of a
court to deny enforcement of remedies generally based upon public policy.
7.02 Litigation. Except as listed on Schedule 7.02, there are no pending
suits, actions, or other proceedings to which Seller is a party which affect
the Properties (including, without limitation, any actions challenging or
pertaining to Seller's title to any of the Properties), or affecting the
execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby to the best knowledge and belief of Seller.
7.03 Brokerage Fees and Commissions. Neither Seller nor any affiliate
of Seller has incurred any obligation or entered into any agreement for any
investment banking, brokerage or finder's fee or commission in respect of the
transactions contemplated by this Agreement for which Purchaser shall incur
any liability.
ARTICLE VIII
CONDITIONS TO CLOSING
8.01 Conditions to the Obligations of Each Party. The obligations of
Purchaser and Seller to consummate the Closing are subject to the satisfaction
of the following conditions:
(a) all authorizations, consents, orders or approvals of, or
declarations or filings with, or expirations or terminations of waiting
periods imposed by, any governmental entity and any actions by Purchaser or
Seller in relation thereto necessary to effect the transactions contemplated
by this Agreement shall have occurred, been filed or been obtained; and
(b) no judgment, injunction, order or decree of any court,
arbitrator or governmental entity shall restrain or prohibit the consummation
of the Closing.
8.02 Conditions to Obligation of Purchaser. The obligation of Purchaser
to consummate the Closing is subject, at the option of Purchaser, to the
satisfaction of the following further conditions:
(a) Each of the representations and warranties of Seller in this
Agreement shall be true and correct in all respects material to the
transactions contemplated by this Agreement as of the date hereof and as of
the Closing Date with the same effect as though such representations and
warranties had been made on the Closing Date.
(b) Seller shall have performed in all material respects all
obligations and complied in all material respects with all covenants required
to be performed or complied with by it under this Agreement at or prior to the
Closing.
(c) Purchaser shall have received at the Closing a certificate to
the effect of (a) and (b) above, dated the Closing Date and duly executed on
behalf of Seller.
8.03 Conditions to Obligation of Seller. The obligation of Seller to
consummate the Closing is subject, at the option of Seller, to the
satisfaction of the following further conditions:
(a) The representations and warranties of Purchaser in this
Agreement shall be true and correct as of the date hereof and as of the
Closing Date with the same effect as though such representations and
warranties had been made on the Closing Date.
(b) Purchaser shall have performed in all material respects all
obligations and complied in all material respects with all covenants required
to be performed or complied with by it under this Agreement at or prior to the
Closing.
(c) Seller shall have received at the Closing a certificate to the
effect of (a) and (b) above, dated the Closing Date and duly executed on
behalf of Purchaser.
(d) All authorizations, consents, or approvals of any individual,
corporation, or other legal entity necessary for Seller to effect the
transactions contemplated by this Agreement without having any further
obligations or liabilities under any and all of the agreements or contracts
relating to any of the Properties shall have been obtained.
ARTICLE IX
INDEMNIFICATION
9.01 Purchaser's Indemnities. From and after the Closing, Purchaser
shall assume liability for and fully protect, indemnify and defend Seller and
its affiliates, as well as the directors, officers, agents and employees of
each (collectively, "Seller Group") and hold them harmless from any and all
expenses, claims, losses, damages, demands, suits and liabilities including
attorneys' fees and costs of litigation of every kind (collectively,
"Claims"), including without limitation those relating to injury to or death
of persons, compliance with express and implied terms of any agreements to
which the Properties may be subject and damage to or loss of property, (a)
arising out of or connected directly or indirectly with ownership or operation
of the Properties, accruing on or after the Effective Date, REGARDLESS OF THE
CAUSE OR OF THE NEGLIGENT ACT OR OMISSION OR STRICT LIABILITY OF SELLER, ITS
DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES, (b) resulting from any
misrepresentation, breach of warranty or nonfulfillment of any covenant or
agreement on the part of Purchaser hereunder, and/or (c) resulting from any
draw that is made against Seller's letter of credit described in Section 3.07
above after Closing and prior to the release of such letter of credit and
which creates a reimbursement obligation against Seller. Notwithstanding any
provision contained in this Agreement to the contrary, Purchaser shall assume
liability for and fully protect, indemnify, defend and hold Seller Group
harmless against any and all costs and liabilities relating to the plugging
and abandonment of any and all wells and platforms on the Properties.
Purchaser shall assume liability for and fully protect, indemnify, defend and
hold Seller Group harmless against any and all Claims for pollution and/or
environmental damage of any kind and any fines or penalties assessed on
account of such damage, caused by, arising out of, or in any way incidental
to ownership or operation of the Properties if asserted on or subsequent to
the Effective Date, EVEN IF ARISING FROM EVENTS OCCURRING OR CONDITIONS
EXISTING PRIOR TO THE EFFECTIVE DATE AND REGARDLESS OF WHETHER OR NOT ARISING
FROM, INCIDENTAL TO OR THE RESULT OF SELLER'S NEGLIGENCE OR FAULT IMPOSED BY
LAW (WHETHER COMMON OR STATUTORY), RULE OR REGULATION OR STRICT LIABILITY OF
SELLER, ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES. Purchaser shall further
assume liability for and fully protect, indemnify, defend and hold Seller
Group harmless against any and all costs and liabilities arising from the
failure of any party to an Exploration and Development Agreement, Operating
Agreement or other agreement relating to any of the Properties to consent to
the assignment of Seller's interests in such Properties to Purchaser, but only
to the extent that such Exploration and Development Agreement, Operating
Agreement or other agreement provides that Seller shall have continuing
obligations thereunder absent such consent.
9.02 Seller's Indemnities. From and after the Closing, Seller shall
fully protect, indemnify and defend Purchaser and its affiliates, as well as
the directors, officers, agents and employees of each (collectively,
"Purchaser Group") and hold them harmless from any and all Claims, including
without limitation those relating to injury to or death of persons, compliance
with express and implied terms of any agreements to which the Properties may
be subject and damage to or loss of property, (a) arising out of or connected
directly or indirectly with ownership or operation of the Properties, accruing
before the Effective Date, REGARDLESS OF THE CAUSE OR OF THE NEGLIGENT ACT OR
OMISSION OR STRICT LIABILITY OF PURCHASER, ITS DIRECTORS, OFFICERS, AGENTS AND
EMPLOYEES and/or (b) resulting from any misrepresentation, breach of warranty
or nonfulfillment of any covenant or agreement on the part of the Seller
hereunder. Seller shall fully protect, indemnify, defend and hold Purchaser
Group harmless against any and all Claims for pollution and/or environmental
damage of any kind, any fines or penalties assessed on account of such damage,
caused by, arising out of, or in any way incidental to ownership or operation
of the Properties if asserted prior to the Effective Date, REGARDLESS OF
WHETHER OR NOT ARISING FROM, INCIDENTAL TO OR THE RESULT OF PURCHASER'S
NEGLIGENCE OR FAULT IMPOSED BY LAW (WHETHER COMMON OR STATUTORY), RULE OR
REGULATION OR STRICT LIABILITY OF PURCHASER, ITS DIRECTORS, OFFICERS, AGENTS
OR EMPLOYEES.
9.03 Third Party Claims. If a claim by a third party is made against a
party indemnified under this Agreement (an "Indemnified Party"), and if such
party intends to seek indemnity with respect thereto, such Indemnified Party
shall promptly notify Purchaser or Seller, as the case may be (the
"Indemnitor"), of such claims. The Indemnitor shall have thirty (30) days
after receipt of such notice to undertake, conduct and control, through
counsel of its own choosing and at its own expense, the settlement or defense
thereof, and the Indemnified Party shall cooperate with it in connection
therewith; provided that the Indemnitor shall permit the Indemnified Party to
participate in such settlement or defense through counsel chosen by such
Indemnified Party, however, the fees and expenses of such counsel shall be
borne by such Indemnified Party. So long as the Indemnitor, at Indemnitor's
cost and expense, (a) has undertaken the defense of such claim and has assumed
full responsibility for all liabilities subject to indemnification hereunder
with respect to such claim, (b) is reasonably contesting such claim in good
faith, by appropriate proceedings, and (c) has taken such action (including
the posting of a bond, deposit or other security) as may be necessary to
prevent any action to foreclose a lien against or attachment of the property
of the Indemnified Party for payment of such claim, the Indemnified Party
shall not pay or settle any such claim. Notwithstanding compliance by the
Indemnitor with the preceding sentence, the Indemnified Party shall have the
right to pay or settle any such claim, provided that in such event it shall
waive any right to indemnity therefor by the Indemnitor for such claim. If,
within thirty (30) days after the receipt of the Indemnified Party's notice
of a claim of indemnity hereunder, the Indemnitor does not notify the
Indemnified Party that it elects, at Indemnitor's cost and expense, to
undertake the defense thereof and assume full responsibility for all
liabilities subject to indemnification hereunder with respect thereto, or
gives such notice and thereafter fails to contest such claim in good faith or
to prevent action to foreclose a lien against or attachment of the Indemnified
Party's property as contemplated above, the Indemnified Party shall have the
right to contest, settle or compromise the claim but shall not thereby waive
any right to indemnity therefor pursuant to this Agreement.
ARTICLE X
CONDITION OF THE PROPERTIES; LIMITATIONS
10.01 Disclaimer of Warranties. PURCHASER UNDERSTANDS AND AGREES
THAT THE PROPERTIES ARE SOLD "AS IS" AND "WHERE IS", WITH ALL FAULTS AND
DEFECTS, WITHOUT RECOURSE BY PURCHASER, ITS SUCCESSORS AND/OR ASSIGNS, AGAINST
SELLER AND WITHOUT COVENANT, REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR
STATUTORY; AND WITHOUT LIMITATION OF THE GENERALITY OF THE IMMEDIATELY
PRECEDING CLAUSE, SELLER EXPRESSLY DISCLAIMS AND NEGATES (a) ANY IMPLIED OR
EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND (b) ANY IMPLIED OR
EXPRESS WARRANTY OF MERCHANTABILITY. PURCHASER HEREBY RELEASES SELLER FROM
ANY AND ALL LIABILITY WITH RESPECT TO THE CONDITION OF THE PROPERTIES, WHETHER
OR NOT CAUSED BY SELLER'S NEGLIGENCE, AND WAIVES ITS RIGHT TO RECOVER FROM
SELLER ANY DAMAGES, CLAIMS, FINES, PENALTIES OR EXPENSES, THAT MAY IN ANY WAY
BE CONNECTED WITH THE PHYSICAL CONDITION OF THE PROPERTIES, WHETHER NOW KNOWN
OR UNKNOWN.
10.02 Texas Deceptive Trade Practices Act Waiver. PURCHASER (A)
REPRESENTS AND WARRANTS TO SELLER THAT IT (I) IS ACQUIRING THE PROPERTIES FOR
COMMERCIAL OR BUSINESS USE, (II) IS REPRESENTED BY LEGAL COUNSEL, (III) HAS
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS SUCH THAT ENABLE
IT TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT AND IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION WITH
RESPECT TO SELLER; AND (B) HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY
AND ALL RIGHTS OR REMEDIES IT MAY HAVE UNDER THE DECEPTIVE TRADE PRACTICES -
CONSUMER PROTECTION ACT OF THE STATE OF TEXAS, TEX., BUS. & COM. CODE Sec.
17.41 ET SEQ. TO THE MAXIMUM EXTENT IT CAN DO SO UNDER APPLICABLE LAW, IF SUCH
ACT WOULD FOR ANY REASON BE DEEMED APPLICABLE TO THE TRANSACTIONS CONTEMPLATED
HEREBY.
WAIVER OF CONSUMER RIGHTS
PURCHASER WAIVES ITS RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES -
CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCE
CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS.
AFTER CONSULTATION WITH AN ATTORNEY OF PURCHASER'S OWN SELECTION,
PURCHASER VOLUNTARILY CONSENTS TO THIS WAIVER.
10.03. Waiver of Certain Remedies. NEITHER PARTY TO THIS AGREEMENT
SHALL BE LIABLE TO THE OTHER PARTY HERETO OR TO ANY BENEFICIARY OF ANY
INDEMNITY CONTAINED IN THIS AGREEMENT FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR
PUNITIVE DAMAGES.
ARTICLE XI
MISCELLANEOUS
11.01 Notices. All notices and other communications hereunder shall
be in writing and shall be deemed given when received by a party at the
address set forth below the name of that party on the signature page hereof
or at such subsequent address as is provided by one party to the other in
writing.
11.02 Exclusive Agreement. This Agreement supersedes all prior
agreements between the parties relating to the subject matter hereof (written
or oral) and is intended as a complete and exclusive statement of the terms
of the agreement between the parties.
11.03 Choice of Law; Amendments; Headings. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS. THIS AGREEMENT MAY NOT BE CHANGED OR AMENDED ORALLY. THE
HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND SHALL
NOT AFFECT IN ANY WAY THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
11.04 Assignments and Third Parties. No party hereto shall assign
this Agreement or any part hereof without the prior written consent of the
other party, except that (a) Purchaser may assign any or all its rights
hereunder to any subsidiary of Purchaser, provided that no assignment by
Purchaser (whether before or after the Closing in whole or in part) shall
release Purchaser from any obligation under this Agreement, and (b) Seller and
its successors and assigns may assign any or all rights and obligations
hereunder to any Affiliate of Seller (as defined below) to which Seller or any
such successor or assignee of Seller also transfers, assigns, or sells by
liquidation or otherwise some or all of the Purchaser Stock acquired by Seller
under this Agreement. For these purposes, the term "Affiliate of Seller"
means any entity currently existing or to be formed that Controls, or is
Controlled by, Seller or is under Control of the entity or entities that at
the Closing Control(s) Seller. The term "Control" means the power to
determine, direct, or decide matters relating to an entity, whether by direct
or indirect ownership of voting securities, contractual arrangement, or
otherwise. Except as otherwise provided herein, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
successors and assigns. Except as specified in Articles IV and IX, which are
intended to benefit and to be enforceable by any of the Indemnified Parties,
nothing in this Agreement shall entitle any person other than the parties
hereto, or their successors and assigns permitted hereby to any claim, cause
of action, remedy or right of any kind.
11.05 Counterparts. This agreement may be executed in counterparts,
each of which shall be deemed to be an original, but both of which together
shall constitute but one and the same agreement.
11.06 Good Faith. The obligation to act in good faith is an integral
term of this Agreement and each party hereto covenants to the other that it
will in good faith carry out each and all terms, provisions and conditions of
this Agreement applicable to or binding on such party. The parties hereto
agree that the exercise of any option, right or privilege as provided for in
this Agreement or as permitted by applicable regulations or statutes or other
agreement(s) between the parties regardless of the effect, economic or
otherwise, on the other party or parties is deemed, for purposes of this
Agreement, as "acting in good faith".
11.07 Expenses. Purchaser shall be responsible for (a) any sales
taxes which may become due and owing by reason of the sale of the Properties
hereunder, (b) all transfer, stamp, documentary and similar taxes imposed on
the parties hereto with respect to the property transfer contemplated pursuant
to this Agreement and (c) all recording fees relating to the filing of
instruments transferring title to Purchaser from Seller. Seller shall be
responsible for all income taxes incurred by or imposed on Seller with respect
to the transactions contemplated hereby. Except as otherwise expressly
provided in this Agreement, all other costs and expenses incurred by each
party hereto in connection with all things required to be done by it
hereunder, including attorney's fees and accountant fees, shall be borne by
the party incurring same.
11.08 Attorneys' Fees. The prevailing party in any legal proceeding
brought under or to enforce this Agreement shall be additionally entitled to
recover court costs and reasonable attorneys' fees from the nonprevailing
party.
11.09 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law or
public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any
adverse manner to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled to
the extent possible.
11.10 Survival. The representations, warranties, covenants, and
agreements set forth in this Agreement and in any certificate or instrument
delivered in connection herewith shall survive Closing.
11.11 No Recordation. Without limiting any party's right to file
suit to enforce its rights under this Agreement, Purchaser and Seller
expressly covenant and agree not to record or place of record this Agreement
or any copy or memorandum hereof.
11.12 Notice of Redemptions. To help ensure that any foreign
assignee of Seller does not inadvertently become subject to taxation under the
Foreign Investment in Real Property Tax Act based on its ownership of
Purchaser Stock, Purchaser agrees to use its best efforts to provide Seller
or its direct or indirect assignee (the party holding the Purchaser Stock
transferred pursuant hereto) with advance notice of any non pro rata
redemption of Purchaser Stock that would cause Seller to own more than 5% of
all issued and outstanding Purchaser Stock. Purchaser shall use its best
efforts to provide such notice at the time such redemption is announced
publicly or filed with the SEC.
11.13 Public Announcements. Each party agrees not to issue any press
release or make any other public announcement relating to this Agreement or
the transactions described in this Agreement, or to permit any agent or
affiliate of it to issue any such press release or make any such announcement,
without the prior written consent of the other party, except where such
release or statement is deemed in good faith by the releasing party to be
required by law or any national securities exchange, in which case the
releasing party will provide a copy to the other party at least three full
business days prior to any release or statement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
SNYDER OIL CORPORATION BARALONCO EXPLORATION, INC.
By: By:
Title: Title:
Address: Address: