EXHIBIT 10.1
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") dated February 17, 2002,
is made and entered into by and between SKH Management, L.P., (herein referred
to as "Seller"), a Delaware limited partnership, and Touchstone Resources USA,
Inc. ( herein referred to as "Buyer"), a Texas corporation. Seller and Buyer are
sometimes separately called a "party" and together referred to herein as
"parties."
WHEREAS, Seller currently owns, and has the right to earn, pursuant to
the terms and conditions of certain agreements and a Farmout Agreement, certain
interests in (a) the existing Louisiana State Lease No. 16141 No. 1 Well, (b)
Louisiana state oil, gas and mineral leases, (c) surface equipment, subsurface
equipment, and other real, personal and mixed property located on the lands
covered by the Louisiana state oil, gas and mineral leases and used in the
operation thereof, and (d) contract rights and similar rights associated with
operation of the Louisiana state oil, gas and mineral leases, all located in
Vermillion Parish, state of Louisiana.
WHEREAS, Seller desires to sell certain of its interests to Buyer and
Buyer desires to purchase such interests from Seller, all in accordance with the
terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto, with the intent to be legally
bound, in return for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, including the mutual exchange of
covenants and promises herein contained, agree as follows:
1. The Properties. Seller shall sell, transfer, assign and convey to
Buyer all of Seller's interest in and to the following, all of which are
hereinafter collectively referred to in this Agreement as (the "Properties"):
a. All of Seller's rights, title and interests (of whatever kind or
character, whether legal or equitable, and whether vested or contingent)
currently owned and to be earned, in and to the oil, gas and mineral leases, as
described in Exhibit "A" which is incorporated herein by reference for all
purposes, including, without limitation, interests in oil, gas and/or mineral in
and under and that may be produced from the lands identified on Exhibit "A", the
oil, gas and mineral leases covering any part of the lands, overriding royalty
interests, fee royalty interests, fee mineral interests, and other interests in
oil, gas and other minerals in and under any part of the lands;
b. All right, title, and interests of Seller, as described in
Exhibit "A" in all presently existing and valid oil, gas and/or mineral
unitization, pooling, and/or communitization agreements, declarations, and/or
orders and the properties covered or included in the units (including, without
limitation, units formed under orders, rules, regulations, or other official
acts of any federal, state or other authority having jurisdiction, voluntary
unitization agreements, designations, and/or declarations, and any "working
interest units" (created under operating agreements or otherwise) which relate
to any of the Properties described in subparagraph a. above;
c. All rights, title and interests of Seller in all presently
existing and valid contracts, operating agreements, farmouts, farm-ins, and
other agreements and/or contracts which relate to any of the Properties
described in subparagraphs a. and b. above, or which relate to the exploration,
development, operation, or maintenance of the Properties or the treatment,
storage, transportation, or marketing of production from or allocated to the
Properties; and,
d. All rights, title and interests of Seller in and to all
materials, supplies, machinery, equipment, improvements, and other personal
property and fixtures (including, but not limited to the Properties, all wells,
wellhead equipment, pumping units, flow lines, tanks, buildings, injection
facilities, salt water disposal facilities, compression facilities, gathering
systems, and other equipment), all easements, rights-of-way, surface leases, and
other surface rights, all permits and licenses, and all other appurtenances,
used or held for use in connection with or related to the exploration,
development, operation, or maintenance of any of the Properties described in
subparagraphs a. and b. above, or the treatment, storage, transportation, or
marketing of production from or allocated to the Properties.
2. Purchase Price. As consideration for the sale of the Properties,
Buyer shall pay Seller the total sum of THREE MILLION AND NO/100
($3,000,000.00)United States Dollars ("Purchase Price"), payable as follows:
a. Buyer shall pay to Seller at Closing the sum of TWO MILLION AND
NO/100 ($2,000,000.00) United States Dollars, (subject to the adjustment
provided for below).
b. Buyer agrees to pay to Seller the within forty five (45) days
from the date of Closing the additional sum of ONE MILLION AND NO/100
($1,000,000.00) United States Dollars (hereinafter called "Additional Sum"). In
the event that Buyer fails to timely pay the Additional Sum to Seller, Buyer
shall be obligated to immediately re-assign to re-assign the Properties to
Seller, free and clear of any mortgages, liens, burdens, or encumbrances, of any
character or kind.
3. Representations and Warranties of Seller. Seller represents and
warrants to Buyer as follows:
a. Organization. Seller is a limited partnership duly organized,
validly existing, and in good standing under the laws of the State of Delaware,
and is qualified to do business in this state.
b. Authority and Conflicts. Seller has full power and authority to
carry on its business as presently conducted, to enter into this Agreement, and
to perform its obligations under this Agreement. The execution and delivery of
this Agreement by Seller does not, and the consummation of the transactions
contemplated by this Agreement shall not violate, conflict with, or require the
consent of any person or entity under any provision of Seller's partnership
agreement or bylaws or other governing documents. The execution and delivery of
this Agreement has been, and the performance of this Agreement and the
transactions contemplated by this Agreement shall be at the time required to be
performed, duly and validly authorized by all requisite partnership or corporate
action on the part of Seller.
c. Enforceability. This Agreement has been duly executed and
delivered on behalf of Seller and constitutes the legal and binding obligation
of Seller enforceable in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, reorganization, or moratorium statues,
equitable principles, or other similar laws affecting the rights of creditors
generally ("Equitable Limitations"). At Closing, all documents and instruments
required to be executed and delivered by Seller shall be duly executed and
delivered and shall constitute legal, valid, enforceable, and binding
obligations of Seller, except as enforceability may be limited by Equitable
Limitations.
d. Title. Seller has Marketable title to the Property. For the
purposes of this Agreement, "Marketable Title" means such title will enable
Buyer, as Seller's successor in title, to receive from each of the Properties
not less than the "Net Revenue Interest" for the interests identified on Exhibit
"A" and will obligate Buyer, as Seller's successor in title, to bear no greater
"Working Interest" than the Working Interest identified on Exhibit "A" unless
the circumstances causing any increase in Working Interest also results in the
corresponding Net Revenue Interest being proportionately increased. "Marketable
Title" means the Properties are free and clear of all encumbrances, liens,
claims, easements, rights, agreements, instruments, obligations, burdens,
(collectively the "Liens"), except for (a) liens for taxes not yet delinquent;
(b) lessor's royalties, existing overriding royalties, reversionary interests,
and similar burdens that do not operate to reduce the Net Revenue Interest or
the Working Interest of Seller in any of the Properties to less than the amount
set forth on Exhibit "A".
e. Litigation and Claims. There are no pending suits, actions, or
other proceedings in which Seller is a party (or, to Sellers's knowledge, which
have been threatened to be instituted against Seller) which affect Seller's
interest in the Properties (including, without limitation, any actions
challenging or pertaining to Seller's title to its interest in the Properties),
in any material respect or effecting the execution and delivery of this
Agreement or the consummation of the transaction contemplated herein. There is
no claim, demand, filing, cause of action, administrative proceeding, lawsuit,
or other litigation is pending, or to the best knowledge of Seller, threatened,
that could now or later adversely affect the ownership or operation of any of
the Properties.
f. Status of Contracts. All of the oil, gas and mineral leases,
participation agreements, farmouts, contracts and other obligations of Seller
relating to the Properties are in full force and effect to the best of Seller's
knowledge. Seller and to the best of Seller's knowledge, any other party to the
Contracts is not in breach of or default, or with the lapse of time or the
giving of notice, or both, would be in breach or default, with respect to any of
its obligations to the extent that any breaches or defaults have an adverse
impact on any of the Properties; has given or threatened to give notice of any
default under or inquiry into any possible default under, or action to alter,
terminate, rescind, or procure a judicial reformation of any Contract; and,
Seller does not anticipate any other party to a Contract will be in breach of or
default under or repudiate any of its obligations to the extent such breach or
default will have an adverse impact on any of the Properties.
g. Accuracy of Representation. To the best of Seller's knowledge no
representation or warranty by Seller in this Agreement or any agreement or
document delivered by Seller pursuant to this Agreement contains an untrue
statement of a material fact or omits to state a material fact necessary to make
the statements contained in any representation or warranty, in light of the
circumstances under which it was made, not misleading. There is no fact known to
Seller that materially and adversely affects, or may materially and adversely
affect the operation, prospects or condition of any portion of the Properties
that has not been identified in this Agreement.
h. Encumbrances. Seller shall also represent and warrant that
between the Effective Date and the actual time of the transfer to the extent of
its interest in the Properties there will be no liens, encumbrances, reversions
or reassignment obligations caused by Seller adverse to or affecting the
interest to be assigned hereunder, judgments, suits, actions or other
proceedings existing or threatened against its interest in the Properties,
except as provided for herein.
4. Representations by Buyer. Buyer represents to Seller that the
following statements are true and correct:
a. Organization. Buyer is a corporation duly organized and legally
existing under the laws of the State of Texas and has the power and authority to
carry on its business as presently conducted, to own and hold the Properties,
and to perform all obligations required by this Agreement.
b. Authority. The execution and delivery of this Agreement has been
authorized by all necessary action, corporate and otherwise, on the part of
Buyer. Execution and delivery of this Agreement does not, and the consummation
of the transactions contemplated by this Agreement will not, violate or be in
conflict with any agreement, instrument, judgment, order, decree, law or
regulation by which Buyer is bound.
c. Binding Agreement. Subject to laws and equitable principles
affecting the rights of creditors, this Agreement is a binding obligation of
Buyer enforceable according to its terms. There are neither bankruptcy nor
reorganization proceedings pending or, to Buyer's knowledge, threatened against
Buyer.
d. BUYER UNDERSTANDS AND AGREES THAT, EXCEPT AS SET FORTH HEREIN,
THE PROPERTIES ARE SOLD "AS IS" AND "WHERE IS", WITH ALL FAULTS AND DEFECTS,
WITHOUT RECOURSE BY BUYER, 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
MECHANTABILITY.
e. Securities Laws. Buyer is a knowledgeable purchaser, owner and
operator of oil and gas properties, has the ability to evaluate the Interests
for purchase, and is acquiring the Interests for its own account and not with
the intent to make a distribution in violation of the Securities Act of 1933.
Buyer shall have until Closing to perform an independent evaluation of the
Seller's property. During this period, Buyer shall, at its sole risk and
expense, have unrestricted access during normal business hours to the Seller's
property, the land files and accounting, engineering, operational, geological
and geophysical data, less and except those deemed proprietary by Seller. Buyer
acknowledges that it has made its own independent evaluation of the Seller's
property and Seller has made no statements or representations concerning the
present or future value of the anticipated income, costs, or profits, it any, to
be derived from the Seller's property. Any and all data, information and other
materials furnished by Seller are provided in good faith to Buyer as an
accommodation and without warranty or representation as to quality or accuracy,
and any reliance on or use of the same shall be at Buyer's sole risk.
5. Books and Records. Seller agrees to make available to Buyer, with
the exception of books of account, tax returns and correspondence relating
thereto, Seller's proprietary, technical or interpretive information and any
documents of overall significance to Seller's business, its records relating to
the title of said properties, including, but not limited to abstracts, title
reports, title opinions, leases, lease purchase reports, operating agreements,
letter agreements, contracts, gas purchase contracts and any other informative
material relating to said Properties in its possession in order for Buyer to
make a determination of the correctness of Seller's interest in said Properties,
and the duties and obligations Seller may own under such documentation
concerning the Properties. Buyer will pay for its own legal representation and
title work necessary. Seller agrees to pay for its own legal representation and
any reasonable curative title work requested by Buyer.
6. Title and Other Examinations and Curative. Prior to Closing, Buyer
shall examine title to the Properties at its own expense. However, Seller shall
make available to Buyer all of Seller's title opinions, certificates of title,
abstracts of title, title data, records and files relating to the Properties
(including without limitation all well files and well logs) and information
relating to the Properties as soon as possible after the execution of this
Agreement. Seller will, at Seller's expense, use Seller's best efforts to
promptly cure all title defects discovered by Buyer and obtain all consents and
waivers of preferential or other rights to purchase from third parties and
governmental authorities necessary to the conveyance, assignment, and transfer
to Buyer of the Properties. In the event title to the Properties is not
satisfactory, or if the Properties are otherwise not as represented, Buyer may,
at its option, either terminate this Agreement at any time on or before Closing,
or reduce the Purchase Price by an amount agreeable to both parties.
7. Indemnities. Contingent upon closing hereunder, Buyer shall defend,
indemnify and hold Seller harmless from any and all claims in favor of any
person for personal injury, death, or damage to property or to the environment,
or for any other claim or relief, accruing directly from, or incident to, the
Buyer's use, occupation, operation, maintenance or abandonment of any of the
Properties, or condition of the Properties, whether latent or patent, which are
attributable in any manner to operations and activities conducted by Buyer
subsequent to the Effective Date hereunder.
Seller shall defend, indemnify and hold Buyer harmless from any and all
claims in favor of any person for personal injury, death or damage to property
or to the environment, or for any other claim or relief, accruing directly or
indirectly from, or incident to Seller's use, occupation, operation,
maintenance, or abandonment of any of the Properties, or condition of the
Properties, whether latent or patent, which are attributable in any manner to
operations and activities conducted by Seller prior to the Effective Date.
8. Conditions Precedent to Closing.
8.1. Conditions Precedent to Obligations of Buyer. The
obligations of Buyer under this Agreement are expressly subject to completion of
each of the following conditions:
a. All consents, approvals and authorizations of
assignments, and waivers of preferential rights to
purchase shall have been submitted to and approved by
Buyer.
b. Each and every representation and warranty of Seller
made to Buyer under this Agreement shall be true and
accurate in all material respects as of the date when
made, and shall be deemed to have been made again as of
the time of Closing, and shall at, and as of, such time
of Closing be true and accurate in all material respects
except as to any changes contemplated in this Agreement,
or consented to by Buyer.
c. Seller shall have performed and complied in all material
respects with (or compliance therewith shall have been
waived by Buyer) each and every covenant and agreement
required by this Agreement to be performed, or complied
with by Seller prior to, or at, the Closing.
d. No suit, action, or other proceedings, shall, on the
date of Closing, be pending or threatened before any
court or government agency seeking to restrain,
prohibit, or obtain material damages or other material
relief in connection with the consummation of the
transaction contemplated by this Agreement.
8.2 Conditions Precedent to Obligations of Seller. The
obligations of Seller under this Agreement are expressly subject to each of the
following conditions being met:
a. Each and every representation of Buyer under this
Agreement shall be true and accurate in all material
respects as of the date when made and shall be deemed to
have been made again as of the time of Closing and shall
at and as of such time of Closing be true and accurate
in all material respects except as to any changes
contemplated in this Agreement or consented to by
Seller.
b. Buyer shall have performed and complied in all material
respects with (or compliance therewith shall have been
waived by Seller) each and every covenant and agreement
required by this Agreement to be performed or complied
with by Buyer prior to or at the Closing.
c. No suit, action, or other proceedings shall, on the date
of Closing, be pending or threatened before any court or
government agency seeking to restrain, prohibit, or
obtain material damages or other material relief in
connection with the consummation of the transaction
contemplated by this Agreement.
9. Closing.
a. Actions at Closing. The Closing of the transaction contemplated
hereby shall take place in the offices of Buyer located at 5858
Westheimer, Suite 708, Houston, Texas 77057, on February 17,
2002, before 5:00 p.m. Central Time, or at such other date and
time as the Buyer and Seller may mutually agree, being herein
called the "Closing Date". At the Closing:
(i) Delivery of Conveyance. Sellers shall execute,
acknowledge and deliver to Buyer an Assignment and Bill
of Sale ("Conveyance") in the form attached hereto as
Exhibit "B". Said Assignment and Bill of Sale shall be
effective as of 7:00 a.m. on December 31, 2001. The
Assignment to be made in accordance with this Agreement
shall be made without warranty of title, either express
or implied, except as to claims arising by, through or
under Assignor, but not otherwise. Seller's further
stipulate and agree that Seller shall not file or cause
to be filed any assignment, transfer or conveyance of
the Properties prior to the recording of the Conveyance
contemplated herein.
(ii) State Conveyance Forms. Sellers shall complete, prepare,
execute, acknowledge and deliver to Buyer the applicable
Louisiana Form B as required by the Louisiana State
Mineral Board for the transfer and assignment of the
Properties.
(iii) Closing Statement. Buyer and Seller shall execute and
deliver a Closing Statement detailing the Purchase
Price, less or plus (as the case may be) any mutually
agreeable adjustments.
(iv) Payment to Sellers. Buyer shall deliver to the Sellers,
by wire transfer of immediately available funds, to
Seller's United States bank account, identified in
writing by Seller, the Purchase Price, less or plus (as
the case may be) any mutually agreeable adjustments.
b. Post Closing Actions.
(i) Transfer of Files. With the exception of books of
account, tax returns and correspondence relating
thereto, Seller's proprietary, technical or interpretive
information and any documents of overall significance to
Seller's business, Seller shall deliver to Buyer
promptly after Closing copies of any materials, contract
and agreement files, and logs which may exist in
Seller's files. Buyer shall preserve such records for a
period of two (2) years after the date of Closing or
such longer periods as may be required by law or
agreement relating to such documents and during such
period shall make the same available for examination (or
for the making of copies or extracts), if necessary for
a lawful purpose, by Seller during Buyers's normal
business hours, in space designated as Buyer's office,
and in such a manner so as to not to interfere with
Buyer's business.
(ii) Notwithstanding the Effective date as set forth
hereinabove, Seller shall be responsible for all
liabilities, costs and/or expenses, incurred by or
related to the Properties, including, without
limitation, all costs and expenses related to the
drilling and completion of the Louisiana State Lease No.
16164 No. 1 Well, Vermillion Parish, Louisiana, through
the Closing Date, which will include all costs and
expenses incurred through the plugging and abandonment
operation for the Marg "A" Formation.
(iii) Additionally, Seller does hereby assume all of the
liabilities, costs and expenses associated with the
Properties herein conveyed which may be incurred and/or
relate to the costs and expenses resulting from the
proposed completion of the Lower "O" Sand as proposed by
Seneca Resources Corporation. All such costs and
expenses will be paid by the Buyer; however, all costs
and expenses will be deducted from the payment of the
Additional Sum. It is expressly understood that the
limitations of the Buyer for the costs and expenses of
the operation are to the interest set forth on Exhibit
"A." Seller stipulates that it has previously consented
to the proposed completion operations for the Lower "O"
Sand based on a 32% working interest. In the event that
the proposed completion operation is conducted by Seneca
Resources Corporation, Seller represents and warrants
that it shall timely pay its proportionate share of the
32% percent consenting interest which is not expressly
conveyed to the Buyer hereunder.
10. Notice. All notices required or permitted under this Agreement shall
be effective upon receipt if personally delivered, if mailed by registered or
certified mail, postage prepaid, or if delivered by telegram, telecopy or
facsimile if directed to the parties as follows:
TO SELLER: TO BUYER:
SKH Management, L.P. Touchstone Resources USA, Inc.
7700 San Felipe Suite 500 5858 Westheimer, Suite 708
Houston, Texas 77063 Houston, Texas 77075
Telephone: 713-782-1075 Telephone: 713-784-1113
Facsimile: 713-782-1485 Facsimile: 713-785-8530
Any party may give written notice of a change in the address or individual to
whom delivery shall be made provided such notice is given at least ten (10)
business days prior to becoming effective.
11. Miscellaneous Matters.
a. Choice of Law. This Agreement and all operations hereunder shall
be subject to all valid and applicable laws, orders, rules and regulations of
any governmental body having jurisdiction over such operations. This Agreement
and the legal relations among the parties hereto shall be governed by and
construed in accordance with the substantive laws of the State of Texas. This
Agreement is deemed by and between the parties to have been negotiated,
accepted, executed, delivered, and fully performable in Houston, Harris County,
Texas. TIME IS OF THE ESSENCE IN THIS AGREEMENT.
b. Waiver. Any of the terms, provisions, covenants, representations,
warranties or conditions hereof may be waived only by a written instrument
executed by the party waiving compliance. Except as otherwise expressly provided
in this Agreement, the failure of any party at any time or times to require
performance of any provision hereof shall in no manner affect such party's right
to enforce the same.
c. Unenforceability. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provisions were omitted.
d. Legal Review. The parties acknowledge that they have had an
adequate opportunity to review each and every provision contained in this
Agreement, including the opportunity to submit the same to legal counsel for
review and comment. Based on said review and consultation, the parties agree
with each and every term contained in the Agreement. Based on the foregoing, the
parties agree that the rule of construction that a contract be construed against
the drafter, if any, shall not be applied in the interpretation and construction
of this Agreement.
e. Continuing Obligations. All representations and warranties made
herein by Seller and Buyer shall be continuing and shall be true and correct on
as of the date of Closing with the same force and effect as if made at that
time( and shall inure to the benefit of the respective successors and assigns of
Seller and Buyer), and all such representations and warranties shall survive the
Closing and the delivery of the Conveyance.
f. Entirety. This Agreement, together with the agreements identified
on Exhibit "A", embodies the entire agreement between the parties, superseding
all prior agreements, negotiations, letters of intent, arrangements and
understandings related to the subject matter hereof either written or oral, and
may only be supplemented, altered, amended, modified, or revoked by a writing
signed by duly authorized representatives of all the parties hereto.
Notwithstanding the provisions of this paragraph, no party shall be bound by,
subject to, or deemed a party to, any agreement between the parties which have
not been duly executed by, or on behalf of, such party.
g. No Partnership. The parties hereto expressly do not intend to
create, and no provision hereof shall be construed as creating a partnership,
joint venture, mining partnership, corporation, association or other
relationship whereby any party hereto shall ever be held liable for the acts
either by omission or commission, of the other, the liability of all the
respective parties hereto being several and not joint or collective.
h. Further Assurances. THE PARTIES AGREE TO EXECUTE AND DELIVER,
AFTER THE CLOSING, ANY AND ALL OTHER MUTUALLY ACCEPTABLE INSTRUMENTS AND
AGREEMENTS REASONABLY NECESSARY TO ACCOMPLISH THE TRANSACTION CONTEMPLATED
HEREBY. Each Party hereto shall from time to time do and perform such further
acts and execute and deliver such further instruments, assignments and documents
as may be required or reasonably requested by the parties hereto to carry out
and effect the intentions and purposes of this Agreement.
i. Successors and Assigns. All the terms, provisions, covenants,
obligations, indemnities, representations, warranties and conditions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors and assigns. Any
assignment of the parties rights hereunder to any third party shall be made
expressly subject to all of the terms, provisions, covenants, obligations,
indemnities, representations, warranties and conditions of this Agreement and
those agreements identified on Exhibit "A."
j. No Commissions. Each party hereto agrees to defend, indemnify,
save, and hold harmless the other party from and against any and all claims,
demands, causes of action, and damages to third parties claiming under a party
hereto for brokerage, commission, finders, or other fees relative to this
agreement, or the transactions contemplated hereby, together with any court
costs, attorneys' fees or other costs or expenses arising therefrom.
k. Headings. The subject headings of the articles, sections and
subsections of this Agreement are included solely for purposes of convenience
and reference only, and shall not be deemed to explain, modify, limit, amplify
or aid in the meaning, construction or interpretation of any of the provisions
of this Agreement.
l. Counterparts. This Agreement may be executed in a number of
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same Agreement. It shall not be necessary that the
Parties hereto execute an single counterpart hereof, and this Agreement shall be
effective when each party hereto has executed a counterpart hereof (whether or
not any other party has executed the same counterpart).
EXECUTED on the date first written above, to be effective on the
Effective Date.
SELLER
SKH MANAGEMENT, L.P.
By:_____________________________
Paul J. Sigmund, President of
Sigmund, Kane & Hatch, Inc.,
its General Partner.
BUYER
TOUCHSTONE RESOURCES USA, INC.
By:_____________________________
Mark A. Bush, President
Exhibit "A"
Attached to and made a part of that certain
Purchase and Sale Agreement dated February 17, 2002
by and between SKH Management, L.P. , as Seller,
and Touchstone Resources USA, Inc. as Buyer
N. Hell Hole Bayou Prospect, Vermilion Parish, Louisiana
I. Agreements
1. Farmout Agreement dated March 14, 2001 by and between Devon Energy Production
Company, L. P., et al, as Farmor and SKH Management, L.P. as Farmee, as amended
by letter agreement dated October 23, 2001.
2. Joint Operating Agreement dated March 15, 2001 by and between Seneca
Resources Corporation, as Operator, and SKH Management, L.P. et al, as
Non-Operators, as amended by amendment dated September 7, 2001, covering
Louisiana State Lease Nos. 16141, 16142, and 17289, Vermillion Parish,
Louisiana.
II. Oil, Gas and Mineral Leases
Owned Leasehold Interests
1. Oil, Gas and Mineral Lease designated as State Lease 16141 dated June
15, 1998 from the State of Louisiana, as Lessor to SKH Energy
Partners, L.P. as Lessee containing 1,528 acres of land, more or less,
and being recorded under Entry No. 9809688 of the Conveyance Records
of Vermilion Parish, Louisiana.
2. Oil, Gas and Mineral Lease designated as State Lease 17289 dated
November 19, 2001 from the State of Louisiana, as Lessor to Seneca
Resources Corporation, as Lessee containing 793.62 acres of land, more
or less, and being recorded under Entry No. 20200275 of the Conveyance
Records of Vermilion Parish, Louisiana.
Right To Earn Leasehold Estates:
3. Oil, Gas and Mineral Lease designated as State Lease 16142 dated June
10, 1998 from the State of Louisiana, as Lessor to Energy Partners,
Inc., as Lessee, containing 828 acres of land, more or less, and being
recorded under Entry No. 9807498 of the Conveyance Records of
Vermilion Parish, Louisiana.
Pursuant to the terms of the Farmout Agreement, Seller has the
contractual right to earn an interest in the subject lease, which will
be limited to 100' below the stratigraphic equivalent of the deepest
producing perforation. The actual interest to be acquired is set forth
in item V below.
III. Well
1. State Lease 16141 No. 1 Well identified by API No. 171132217100,
Vermilion Parish, Louisiana.
IV. Units
1. Order No. 1456 dated April 30, 2001 (15.500' Zone Reservoir A, in the
North Hell Hole Bayou Field, Vermilion Parish, Louisiana).
2. Order No. 1456-A dated April 30, 2001 (Marg A Zone Reservoir A, in the
North Hell Hole Bayou Field, Vermilion Parish, Louisiana).
V. Seller's Interest
1. 6.0% Working Interest and 4.48% Net Revenue Interest, in and to all of
the Louisiana State Lease No. 16141, which is not included within the
Production Unit established for the State Lease 16141 No. 1 Well
identified by API No. 171132217100, Vermilion Parish, Louisiana,
including all depths.
2. 6.0% Working Interest and 4.48% Net Revenue Interest, as to that
portion of Louisiana State Lease No. 16141 which is included within
the Production Unit established for the State Lease 16141 No. 1 Well
identified by API No. 171132217100, Vermilion Parish, Louisiana.
3. The right to earn a 6% Working Interest and 4.41% Net Revenue
Interest, as to that portion of Louisiana State Lease No. 16142 which
is included within the Production Unit established for the "State
Lease 16141 No. 1 Well" identified by API No. 171132217100, Vermilion
Parish, Louisiana ("Earned Interest"), subject to the terms of the
Farmout Agreement, and the additional agreement between the parties
hereto. Under the terms of the Farmout Agreement, Farmors' retain the
option to convert its retained overriding royalty interest into a
working interest in Louisiana State Lease No. 16142 after payout (as
defined in the Farmout Agreement) is achieved. In the event any or all
of the Farmors' elect after payout to convert the Farmors' retained
overriding royalty interest for a working interest as to that portion
of Louisiana State Lease No. 16142 which is included withing the
Production Unit established for the "State Lease 16141 No. 1 Well"
identified by API No. 171132217100, Vermilion Parish, Louisiana, said
Earned Interest shall be proportionately reduced in an amount not to
exceed 100% of said Earned Interest. Assuming an equal amount of
acreage for all oil, gas and mineral leases included within the
Production Unit established for the "State Lease 16141 No. 1 Well"
identified by API No. 171132217100, Vermilion Parish, Louisiana, the
Earned Interest of Seller after payout under State Lease 16142, if all
Farmors elect to convert their retained overriding royalty interest to
a working interest, would result in the Seller's Earned Interest being
reduced to zero(0). In the event that all or part of the Farmors elect
to convert their retained overriding royalty interest to a working
interest, Seller shall be entitle to its proportionate share of the
converted overriding royalty interest attributable to the interests
owned by Seller within the Production Unit established for the "State
Lease 16141 No. 1 Well" identified by API No. 171132217100, Vermilion
Parish, Louisiana.
4. The right to earn a Working Interest and/or a Net Revenue Interest, if
any, as to that portion of the Louisiana State Lease No. 16142, which
is not included within the Production Unit established for the State
Lease 16141 No. 1 Well identified by API No. 171132217100, Vermilion
Parish, Louisiana, subject to the terms of the Farmout Agreement.
5. The right to an assignment of a 2% Working Interest and 1.5% Net
Revenue Interest, as to that portion of the Louisiana State Lease No.
16141, which is not included within the Production Unit established
for the State Lease 16141 No. 1 Well identified by API No.
171132217100, Vermilion Parish, Louisiana, subject to the terms of the
Farmout Agreement. As se forth in that certain Letter Agreement from
Williams Production-Gulf Coast Company L.P. to SKH Management, L.P.
dated February 6, 2002.
6. The right to earn a 2% Working Interest and 1.535% Net Revenue
Interest in the Well and existing Unit after payout, which will be
reflected in a corrected assignment to be executed by and between
Williams Production-Gulf Coast Company L.P., as assignor and SKH
Management, L.P. as assignee. The terms of the transfer are set forth
in that certain Letter Agreement from Williams Production-Gulf Coast
Company L.P. to SKH Management, L.P. dated February 6, 2002.
7. The right to earn a 2% Working Interest and 1.57% Net Revenue
Interest, as to that portion of the Louisiana State Lease No. 16142,
which is not included within the Production Unit established for the
State Lease 16141 No. 1 Well identified by API No. 171132217100,
Vermilion Parish, Louisiana, subject to the terms of the Farmout
Agreement.
8. 8.0% Working Interest and 6.12% Net Revenue Interest in Louisiana
State Lease No. 17289
9. All right, title, and interest to a .21% (.0021) overriding royalty
interest under Louisiana State Lease No. 16141, being all of Seller's
reserved overriding royalty interest attributable to the interests
conveyed under Louisiana State Lease No. 16141.
*** The parties hereto stipulate and agree that the interests to be
conveyed within the Production Unit for the Louisiana State Lease No.
16141 No. 1 Well are based upon the assumption that the Production
Unit will be equally divided between State Lease No. 16141 and State
Lease No. 16142; however the exact acreage content of the unit may
effect the exact calculation of the interests within the Production
Unit.
EXHIBIT "B"
Attached to and made a part of that certain
Purchase and Sale Agreement dated February 17, 2002
by and between SKH Management, L.P., as Seller and
Touchstone Resources USA, Inc., as Buyer
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
This Assignment, Bill of Sale and Conveyance (this "Assignment") is
executed effective as of 7:00 a.m. local time on December 31, 2001(the
"Effective Time"), and is by and between SKH MANAGEMENT, L.P.,a Delaware limited
partnership("Assignor"), whose principal place of business is 7700 San Felipe,
Suite 500, Houston, Texas 77056, and TOUCHSTONE RESOURCES USA, INC., a Texas
("Assignee"), whose principal place of business is 5858 Westheimer, suite 708,
Houston, Texas 77057.
ARTICLE I
GRANTING AND HABENDUM CLAUSES
For One Thousand Dollars ($1,000.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor has GRANTED, BARGAINED, SOLD, ASSIGNED, TRANSFERRED and CONVEYED, and
does hereby BARGAIN, SELL, ASSIGN, TRANSFER and CONVEY to Assignee all of
Assignor's right, title and interest in and to the following property and
interests (collectively, the "Properties" and individually, a "Property"),
effective as of the Effective Time:
(a) the oil and gas leases described on Exhibit "A" (the
"Leases") and the undivided working interests and net revenue interests
in the oil and gas well and properties described on Exhibit "A" (the
"Well");
(b) certain personal property, equipment, and fixtures located
on or about the Leases and the Well and used in connection with
operation of the Leases and the Well (the "Equipment"); provided,
however, the Equipment shall not include any tools, or other equipment
temporarily located on the Leases or the Well or used by Assignor in
connection with any reserved portions of the Leases or the Well;
(c) the rights and obligations existing under certain
contracts and agreements that benefit or burden the Leases and the
Well, including, but not limited to, operating agreements, unitization
agreements, pooling agreements, declarations of pooling or unitization,
farmout agreements, rights-of-way, easements, surface agreements,
assignments, and oil, gas liquids, condensate, casinghead gas and gas
sales, purchase, exchange, gathering, transportation and processing
contracts, but excluding any contracts or agreements that require the
consent of third parties thereto that is not obtained or is not
obtainable without the payment of consideration (the "Contracts");
4. the oil, gas, casinghead gas, condensate, distillate,
liquid hydrocarbons, gaseous hydrocarbons, products refined and
manufactured therefrom, other minerals, and the accounts and proceeds
from the sale of all of the foregoing under the terms of the Leases and
the Contracts (the "Production"); and
5. the files, records, data (including geophysical and seismic
data), and other documentary information owned and maintained by
Assignor pertaining to the Leases, the Well, the Equipment, the
Contracts, and the Production, but excluding (a) any files, records,
data, and documentary information to the extent disclosure or transfer
is restricted by third-party agreement or applicable law or would
require the consent of a third party or the payment of a transfer fee,
similar payment, or other consideration; (b) work product of Assignor's
legal counsel (other than title opinions); and (c) records relating to
the negotiation and consummation of the transactions contemplated
hereby (subject to such exclusions, the "Data").
TO HAVE AND TO HOLD the Properties, together with all and singular the
rights, privileges, contracts and appurtenances, in any way appertaining or
belonging thereto, unto Assignee and to its successors and assigns, forever,
subject, however, in all respects to the terms and conditions below.
ARTICLE II
DISCLAIMERS
2.1 Disclaimer. The Properties are hereby assigned by Assignor to
Assignee without recourse, covenant or warranty of title of any kind, express,
implied or statutory, even to the return of the purchase price, except for the
special warranty of title set forth in this Section 2.1. Assignor hereby binds
itself, its successors and assigns, to warrant and forever defend all and
singular the Properties unto the said Assignee, its successors and assigns,
against every Person whomsoever lawfully claiming or to claim the same or any
part thereof, by, through or under Assignor, but not otherwise, but subject to
the Permitted Encumbrances (as defined below). Any covenants or warranties
implied by statute or law by the use herein of the words "grant", "convey" or
other similar words are hereby expressly restrained, disclaimed, waived and
negated. WITHOUT LIMITING THE GENERALITY OF THE THREE PRECEDING SENTENCES AND
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, ASSIGNEE HEREBY WAIVES AND ACKNOWLEDGES
THAT ASSIGNOR HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION
AND WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT OR RELATING TO (1) TITLE TO ANY
OF THE PROPERTIES, (2) THE CONTENTS, CHARACTER, OR NATURE OF ANY DESCRIPTIVE
MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY
GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION RELATING TO THE PROPERTIES, (3) THE
ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY INFORMATION, DATA, OR OTHER
MATERIALS (WHETHER WRITTEN OR ORAL) NOW, HERETOFORE, OR HEREAFTER, FURNISHED TO
ASSIGNEE BY OR ON BEHALF OF ASSIGNOR, (4) THE QUANTITY, QUALITY, OR
RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (5) ANY
ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES TO BE GENERATED BY
THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, PRICING ASSUMPTIONS OR THE
ABILITY TO SELL OR MARKET ANY PETROLEUM SUBSTANCES AFTER CLOSING, (6) THE
PRODUCTION OR RATES OF PRODUCTION OF PETROLEUM SUBSTANCES FROM THE PROPERTIES,
OR WHETHER PRODUCTION HAS BEEN CONTINUOUS, OR IN PAYING QUANTITIES THEREFROM,
(7) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN, OR
MARKETABILITY OF THE PROPERTIES, (8) RECOMPLETION OPPORTUNITIES, EXPLORATION
POTENTIAL, OR DECLINE RATES, OR (9) ANY OTHER MATERIALS OR INFORMATION THAT MAY
HAVE BEEN MADE AVAILABLE OR COMMUNICATED IN ANY MANNER WHATSOEVER TO ASSIGNEE OR
ITS AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
CONSULTANTS, REPRESENTATIVES, OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS ASSIGNMENT OR ANY DISCUSSION OR PRESENTATION RELATING
THERETO. ASSIGNOR FURTHER EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE CONDITION OF ANY IMMOVABLE
PROPERTY, MOVABLE PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES, AND
PERSONAL PROPERTY CONSTITUTING PART OF THE PROPERTY INCLUDING, WITHOUT
LIMITATION, (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY
IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED
OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY
RIGHTS OF ASSIGNEE UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF
CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (e) ANY IMPLIED OR EXPRESS
WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT, (f) ANY IMPLIED OR
EXPRESS WARRANTY OF FREEDOM FROM REDHIBITORY VICES OR DEFECTS OR OTHER VICES OR
DEFECTS, WHETHER KNOWN OR UNKNOWN, (g) ANY AND ALL IMPLIED WARRANTIES EXISTING
UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, AND (h) ANY IMPLIED OR EXPRESS
WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE
ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS
INTENTION OF ASSIGNOR AND ASSIGNEE THAT THE IMMOVABLE PROPERTY, MOVABLE
PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES, AND PERSONAL PROPERTY SHALL
BE CONVEYED TO ASSIGNEE "AS IS, WHERE IS" AND IN THEIR PRESENT CONDITION AND
STATE OF REPAIR, AND ASSIGNEE REPRESENTS TO ASSIGNOR THAT ASSIGNEE HAS MADE OR
CAUSED TO BE MADE SUCH INSPECTIONS WITH RESPECT TO THE IMMOVABLE PROPERTY,
MOVABLE PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES, AND PERSONAL
PROPERTY AS ASSIGNEE DEEMS APPROPRIATE AND NECESSARY, AND ASSIGNEE ACCEPTS THE
IMMOVABLE PROPERTY, MOVABLE PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES,
AND PERSONAL PROPERTY "AS IS, WHERE IS" IN THEIR PRESENT CONDITION AND STATE OF
REPAIR. THE PARTIES AGREE THAT THIS SECTION 2.1 CONSTITUTES A CONSPICUOUS
LEGEND.
2.2 Permitted Encumbrances. The term "Permitted Encumbrances"
means any of the following matters:
Lessors' royalties and any other similar burdens on production, including
overriding royalties, reversionary interests, and other burdens to the extent
that they do not, individually or in the aggregate, reduce Assignor's net
revenue interests below that shown on Exhibit "A" or increase Assignor's working
interest above that shown on Exhibit "A" without a corresponding increase in the
net revenue interest;
All leases, unit agreements, pooling agreements, operating agreements,
production sales contracts, division orders, and other agreements, instruments,
or Contracts applicable to the Properties, including without limitation all
contracts to which the Properties may be subject described on Exhibit "A"(the
"Subject To Contracts"), to the extent that they do not, individually or in the
aggregate, reduce Assignor's net revenue interests below that shown on Exhibit
"A" or increase Assignor's working interest above that shown on Exhibit "A"
without a corresponding increase in the net revenue interest; provided, however,
notwithstanding the foregoing limitation, all Subject To Contracts are Permitted
Encumbrances;
Third-party consent requirements and similar restrictions with respect to which
waivers or consents are obtained by Assignor from the appropriate parties prior
to the date hereof or the appropriate time period for asserting the right has
expired or which need not be satisfied prior to a transfer or which are
customarily obtained after delivery of the conveyance of the nature contemplated
by this Assignment;
Liens for current taxes or assessments not yet due or delinquent or, if
delinquent, being contested in good faith by appropriate actions;
Materialman's, mechanic's, repairman's, employee's, contractor's, operator's,
and other similar liens or charges arising in the ordinary course of business
for amounts not yet due or delinquent (including any amounts being withheld as
provided by law), or if delinquent, being contested in good faith by appropriate
actions;
All rights to consent by, required notices to, filings with, or other actions by
governmental bodies 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;
Rights of reassignment arising upon final intention to abandon or release the
Properties, or any of them contained in instruments of record;
Easements, rights-of-way, servitudes, permits, surface leases, and other rights
in respect of surface operations;
Any approval by the State of Louisiana (and other appropriate Governmental
Authorities) to transfer and/or confirm the ownership of the Leases to Assignee;
All rights reserved to or vested in any governmental body to control or regulate
any of the Properties in any manner and all obligations and duties under all
applicable laws, rules, and orders of any such governmental body or under any
franchise, grant, license, or permit issued by any such governmental body; and
Any other liens, charges, encumbrances, defects, or irregularities that do not,
individually or in the aggregate, materially detract from the value of or
materially interfere with the use or ownership of the Properties subject thereto
or affected thereby (as currently used or owned), and that would be accepted by
a reasonably prudent purchaser engaged in the business of owning and operating
oil and gas properties located on the Outer Continental Shelf in the Gulf of
Mexico.
2.3 Subrogation. To the extent it is able without the
expenditure of any consideration, Assignor hereby transfers and assigns unto
Assignee, its successors and assigns, all of Assignor's rights under and by
virtue of all covenants and warranties pertaining to the Properties, express or
implied (including, without limitation, title warranties and manufacturers',
suppliers' and contractors' warranties), that have heretofore been made by any
of Assignor's predecessors in title, or by any third party manufacturers,
suppliers and contractors (the "Prior Covenants and Warranties"). This
Assignment is made with full substitution and subrogation of Assignee, its
successors and assigns, in and to and under and by virtue of the Prior Covenants
and Warranties and with full subrogation to all rights accruing under the
statutes of limitation, prescription and repose under the laws of the applicable
jurisdictions in relation to the Properties and all causes of action, rights of
action or warranty of Assignor against all former owners of the Properties.
ARTICLE III
MISCELLANEOUS
3.1 Further Assurances. Simultaneously with the execution of this
Assignment, Assignor has executed Louisiana Form B for filing in the records of
the appropriate offices of the State of Louisiana. In addition to that
assignment (without creating any additional covenants, warranties or
representations of or by Assignor), Assignor covenants and agrees to execute and
deliver to Assignee all such other and additional assignments, instruments and
other documents and to do all such other acts and things as may be necessary
more fully to vest in Assignee record title to all of the Properties herein and
hereby granted or intended to be granted, and to put Assignee in actual
possession and operating control of the Properties to the same extent as
Assignor was theretofore in, or was theretofore entitled to be in. Such separate
or additional assignments: (a) shall evidence the assignment of the Properties
herein made or intended to be made; (b) shall not modify any of the terms and
covenants herein set forth and shall not create any additional representations
or covenants of or by Assignor to Assignee; (c) shall be deemed to contain all
of the terms and provisions hereof, as fully and to all intents and purposes as
though the same were set forth at length in the separate assignments; and (d) to
the extent required by law, shall be on forms prescribed, or may otherwise be on
forms suggested, by the appropriate Governmental Authorities. In the event any
term or provision of the separate or any additional assignment should be
inconsistent with or conflict with the terms or provisions of this Assignment,
the terms and provisions of this Assignment shall control and shall govern the
rights, obligations and interests of the parties hereto, their successors and
assigns; provided, however, all such other assignments and this Assignment
shall, when taken together, be deemed to constitute the one assignment by
Assignor to Assignee of all of the Properties.
3.2 Approval. This Assignment is made and accepted subject to the
approval of the appropriate Governmental Authority and to the terms of such
approval, if and to the extent required by all applicable law.
3.3 Assumption of Liabilities. In accordance with the Agreement (as
defined below) and as set forth in Exhibit "A", Assignee expressly assumes all
of Assignor's obligations relating to the Properties, including, without
limitation, the Leases and all operating agreements, unit agreements, contracts
or other matters that are included in Exhibit "A" as Subject To Contracts or
that create or reserve to Assignor its interest in the Properties or otherwise
affect the Properties.
3.4 Counterparts. This Assignment may be executed in any number of
counterparts, and each counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
conveyance.
3.5 Successors and Assigns. This Assignment shall bind and inure to the
benefit of Assignor and Assignee and their respective successors and assigns.
3.6 Copies. Assignor and Assignee have each retained a counterpart of
this Assignment with complete exhibits, including, without limitation, any
unrecorded or not publicly available agreements set forth any Exhibit attached
hereto. True and correct copies of any of the above are available upon request
from either Assignor or Assignee at the addresses set forth in the recitals of
this Assignment.
3.7 Exhibits. Reference is made to all Exhibits attached hereto and
made a part hereof for all purposes. References in all Exhibits are made a part
hereof for all purposes, including, without limitation, any instruments on file
in any public records or otherwise publicly available.
3.8 Definitions. For purposes of this Assignment, the term "Person"
means an individual, corporation, partnership, limited liability company or
other form of company, governmental or regulatory body, agency or authority,
court or tribunal, or other entity and the term "Governmental Authority" shall
mean, as to any given Property, the United States and the state, county, parish,
city, and political subdivisions in which such Property is located and that
exercises jurisdiction over such Property, and any agency, department, board, or
other instrumentality thereof that exercises jurisdiction over such Property.
3.9 Purchase and Sale Agreement. This Assignment is expressly made
subject to all the terms and conditions of that certain Purchase and Sale
Agreement dated February 17, 2002, between Assignor and Assignee (the
"Agreement") a true and correct copy of which is located in Assignor's or
Assignee's offices at the addresses set forth in the recitals of this Assignment
and is available upon request.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
on the date of their respective acknowledgments below, but effective for all
purposes as of the Effective Time.
ASSIGNOR
WITNESSES SKH MANAGEMENT, L.P.
___________________________ By:________________________
___________________________ Title:_____________________
ASSIGNEE
WITNESSES TOUCHSTONE RESOURCES USA, INC.
___________________________ By:_______________________
Mark A. Bush, President
___________________________
STATE OF TEXAS ss.
ss.
COUNTY OF HARRIS ss.
On this _____ day of ___________, 2002, before me, the undersigned
Notary Public in and for the State of Texas, personally appeared
____________________, to me personally known, who, being by me duly sworn, did
say that he is the ___________________ of ________________, a Delaware
corporation that is the General Partner of SKH Management, L.P., a Delaware
limited partnership, and that the instrument was signed on behalf of the SKH
Management, L.P. by authority of its General Partner and that SKH MANAGEMENT,
L.P. acknowledged the instrument to be the free act and deed of the limited
partnership.
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Notary Public
My Commission Expires:
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* * * * * * * * * *
STATE OF TEXAS ss.
ss.
COUNTY OF HARRIS ss.
On this _____ day of _________________, 2002, before me, the undersigned Notary
Public in and for the State of Texas, personally appeared MARK A. BUSH_, to me
personally known, who, being by me duly sworn, did say that he is the President
of TOUCHSTONE RESOURCES USA, INC., a Texas corporation, and that the instrument
was signed on behalf of the corporation by authority of its Board of Directors
and that TOUCHSTONE RESOURCES USA, INC. acknowledged the instrument to be the
free act and deed of the corporation.
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Notary Public
My Commission Expires:
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