EXPLORATION AGREEMENT
This Exploration Agreement ("Agreement") is entered into on this the
23rd day of March, 2002, by and between SKH ENERGY PARTNERS II, L.P.
(hereinafter referred to as "SKH"), with principal offices located at 7700 San
Felipe, Suite 500, Houston, Texas, 77063 and KNOX MISS. PARTNERS, L.P.
(hereinafter referred to as "Knox"), with principal offices located at One
Belmont Ave., Suite 417, Bala Cynwyd, PA 19004.
WHEREAS, SKH is the owner of certain Oil, Gas and Mineral leases
located in Oktibbeha County, Mississippi, all of which are more particularly
described on Exhibit "A" attached hereto. The area in which the Oil, Gas and
Mineral leases are located together comprise the Longview and Osborn prospects
("Prospects"), which are depicted on Exhibit "B-1" and "B-2" attached hereto.
WHEREAS, Knox desires to seek the participation to explore and develop
the Prospects and SKH desires to cooperate and participate in the exploration
and development of the Prospects.
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:
ARTICLE I
ACREAGE
A. Simultaneous with the execution of this Agreement SKH shall assign, transfer
and convey to Knox an undivided fifty percent (50%) interest in and to the
existing Oil, Gas and Mineral Leases owned and held by SKH in the Prospects. The
Oil, Gas and Mineral Leases which comprise approximately nine thousand (9,000)
net mineral acres are more particularly identified on Exhibit "B"(the "Acreage')
which is attached hereto and incorporated herein for all purposes. Excepting the
warranties specifically set forth in other provisions of this Agreement, the
Acreage acquired hereunder shall be conveyed to Knox by SKH with the following
representations and warranties: (i) SKH shall unconditionally warrant and defend
the title to the interest being herein assigned to Knox against any person or
entity claiming the same, by, through, or under SKH, but not otherwise, (ii)
that any and all oil, gas and mineral leases covering the Acreage shall be in
full force and effect in accordance with the terms and conditions contained
therein; (iii) SKH has full authority to execute and deliver the assignment
provided for herein in order to convey to Knox the full interest in the Acreage
which Knox contemplates hereunder; (iv) the net revenue interest assigned to
Knox not be less than Knox's proportionate share of the actual net revenue
interest which was delivered to SKH; and (vi) the Acreage shall be assigned to
Knox free and clear of any mortgages, liens, burdens, or encumbrances, of any
character or kind. The assignment, conveyance and bill of sale documents shall
be in a form that is mutually agreeable to SKH and Knox.
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B. As part of the ongoing exploration and development of the Livingston Area,
SKH shall acquire additional Oil, Gas and Mineral Leases within the Clarkston
and Lewisville Prospects. SKH has identified and anticipates the additional
acquisition of three thousand (3,000) net mineral acres located within the
Longview and Osborn Prospects ("Additional Acreage"). SKH will assign, transfer
and convey to Knox its proportionate undivided fifty percent (50%) interest in
the Additional Acreage promptly upon its acquisition by SKH, and shall in no
event assign, transfer and convey the Additional Acreage within thirty (30) days
of its acquisition by SKH. Knox agrees to pay all of the projected actual lease
acquisition and brokerage costs as set forth on the Cost Allocation schedule
which is attached hereto and incorporated herein as Exhibit "C." The projected
lease acquisition and brokerage costs associated with the acquisition of the
Additional Acreage is included within the amounts to be paid by Knox pursuant to
the terms of Article III hereof. It is understood and agreed between the parties
that the amounts set forth on the Cost Allocation are an estimate of the costs
associated with the acquisition of the Additional Acreage and Knox agrees to pay
all of the actual costs incurred to acquire the Additional Acreage in excess of
the sums set forth on the Cost Allocation. In the event the actual costs to
acquire the Additional Acreage are less than the costs set forth on the Cost
Allocation, or SKH fails to acquire ten thousand (10,000) net mineral acres, SKH
shall refund to Knox all excess funds. All Additional Acreage acquired hereunder
shall be conveyed to Knox by SKH with the following representations and
warranties: (i) SK shall unconditionally warrant and defend the title to the
interest being herein assigned to Knox against any person or entity claiming the
same, by, through, or under SKH, but not otherwise, (ii) that any and all oil,
gas and mineral leases covering the Additional Acreage shall be in full force
and effect in accordance with the terms and conditions contained therein; (iii)
SKH has full authority to execute and deliver the assignment provided for herein
in order to convey to Knox the full interest in the Additional Acreage which
Knox contemplates hereunder; (iv) the net revenue interest assigned to Knox not
be less than Knox's proportionate share of the actual net revenue interest which
was delivered to SKH, and (vi) the Additional Acreage shall be assigned to Knox
free and clear of any mortgages, liens, burdens, or encumbrances, of any
character or kind. The assignment, conveyance and bill of sale documents shall
be in a form that is agreeable to SK and Knox.
C. SKH and Knox hereby establish an Area of Mutual Interest for each Prospect
which is depicted on Exhibits B-1 and B-2 attached hereto. The term "Area of
Mutual Interest" ("AMI") shall include all of the lands, oil, gas and mineral
leasehold interests and personal property used or obtained in connection
therewith and all oil, gas and mineral interests of every kind and nature within
the lands described on Exhibit "A". The term AMI shall also include the oil, gas
and mineral interests attributable to the lands outside such area which are
required to be taken by lease, farmout or otherwise in order to get coverage on
the oil, gas and mineral interests attributable to land described on Exhibit
"A". The parties shall share the interests acquired within the AMI as follows:
SKH - 50%
Knox - 50%
Either party making an acquisition ("Acquiring Party") shall give the other
party written notice within ten (10) days of consummating such transaction of
the terms of the transaction, including but not limited to, the type of interest
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acquired, contract or lease terms, and the costs of acquisition. The party
receiving such notice ("Reimbursing Party") shall have ten (10) days from the
date of receipt to elect to acquire its proportionate share of such acquired
interest. Failure to timely make an election to participate shall be deemed as
an affirmative election not to participate in the acquisition. In order to
exercise such election, the Reimbursing Party receiving notice shall tender to
the Acquiring Party its proportionate share of the costs of such acquisition
together with its written election to participate. Upon tendering such
reimbursement, the Reimbursing Party shall be considered a proportionate owner
of the interest so acquired and the Acquiring Party shall immediately execute,
acknowledge and tender to the Reimbursing Party an assignment and/or conveyance
of its proportionate interest. Each of the parties hereto agrees to assist the
other in obtaining abstracts of title, title opinions, and other title data
including title curative data. Each of the parties agrees to reimburse the other
for its proportionate share of the costs of obtaining such data, curing title
and brokerage fees as to any interests shared pursuant to the AMI. None of the
other parties hereto shall be liable to the other in damages or otherwise for
failure to perform under the terms hereof. The only consequence of such
non-performance shall be the loss of all rights of the non-performing party
hereunder except as to all interests within the AMI as to which such party has
performed. The term of this AMI shall be for a period of ten (10) years and for
as long thereafter as any lease subject to this agreement is held by production.
D. In the event that the oil, gas and mineral leases covering the Prospects
cover less than the full undivided mineral interest in the lands covered
thereby, then the interest to be conveyed herein, shall be proportionately
reduced in direct proportion to that which the mineral interests actually
covered under said oil, gas and mineral leases. Such interest shall also be
proportionately reduced in the event the oil, gas and mineral leases cover less
than the full leasehold or mineral title, or in the event SKH did not acquire a
full interest in the oil, gas and mineral leases.
E. SKH shall provide to Knox, at SKH's sole cost and expense, copies of the oil,
gas and mineral leases, title run sheets, title reports, title opinions,
division orders, and any other documentation relating to the Prospects.
ARTICLE II
GEOPHYSICAL DATA
SKH shall provide to Knox access to the workstation which houses the data, all
associated well data, and any and all other geophysical information which SKH
possesses within the Area of Mutual Interest, including but not limited to
interpretations of existing seismic logs, cores, and production history.
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ARTICLE III
FUNDING
Knox shall pay the sum of Four hundred seventy-five thousand dollars
($475,000.00) to SKH at closing.
ARTICLE IV
SALE OF INTEREST
For a period of one (1) year following the execution of this Agreement, SKH and
Knox mutually agree to cooperate in effecting the sale of the entirety of the
leasehold acreage within the Livingston Transform Area , Longview, and Osborn
prospects.
ARTICLE V
JOINT OPERATIONS
All operations conducted in the Livingston Area shall be subjected to the
provisions of a Joint Operating Agreement. All operations conducted on the
Prospects shall be subject to the provisions of a Joint Operating Agreement. The
Joint Operating Agreement shall be in the form and language of AAPL Form
610-1989, with the modifications and additions as set forth on Exhibit "E",
attached hereto, including any further or additional modifications or amendments
as may be mutually agreed by the parties ("JOA"). Knox shall be named as the
Operator under the JOA. SK agrees to execute and deliver to Knox the JOA
contemplated in this paragraph at Closing. In the event of a conflict between
this Agreement and the terms of the JOA, this Agreement shall prevail.
ARTICLE VI
EXPLORATORY WELL
A. SK and Knox agree that for a period of one (1) year from the date of
execution of this Agreement neither party will propose the drilling of a well
within the Prospects.
B. After one (1) year from the date of the execution of this Agreement, either
party may propose the drilling of an initial prospect exploratory well ("Initial
Prospect Exploratory Well") within the Livingston Area for any Prospect Area (as
hereinafter defined). Should any party desire to propose such Initial Prospect
Exploratory Well ("Proposing Party"), said Proposing Party shall make the
proposal in writing and provide the other party the following:
(i) a structure map of the prospect to be tested at objective
depths;
(ii) an outline defining the Prospect Area. As a general rule, it
is the intent of the parties that the Prospect Area outline
shall be drawn on the nearest quarter section line outside the
lowest closing contour of the structure rot be tested, or in
the case of a stratigraphic trap or fault trap, the outline
shall be drawn to the nearest quarter section lines outside
the stratigraphic trapping boundary or the trapping fault
plane.
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(iii) an Authorization For Expenditure ("AFE") depicting both the
cost for a dry hole and for a completed producing well.
(v) a leasehold and ownership map covering the Prospect Area.
The party receiving such notice ("Electing Party") shall have thirty (30) days
following the receipt of all items set forth above in which to make its election
to participate in the Initial Prospect Exploratory Well pursuant to the terms
hereof. The JOA will govern the operations of the Initial Prospect Exploratory
Well proposed for the Prospect Area, except to the extent it does not conflict
wit the provisions of this Agreement, including, but not limited to the
relinquishment provision set forth herein.
Failure to timely make an election to participate shall be deemed as an
affirmative election not to participate in the Initial Prospect Exploratory Well
for a Prospect Area. A non-participating Party in the Initial Prospect
Exploratory Well for any Prospect Area will relinquish its interest to the
participating party as follows:
(i) In the event the Initial Prospect Exploratory Well l is
drilled to the objective formation and is capable of
production in paying quantities, relinquish one hundred
percent (100%) of its interest or right to earn or acquire an
interest in the producing unit established for the Initial
Prospect Exploratory Well, and relinquish fifty percent (50%)
of its interest or right to earn or acquire a interest in the
remainder of the Prospect Area to the participating Party.
(i) In the event the Initial Prospect Exploratory Well is drilled
to the objective formation and drilled as a dry hole, the
amount of acreage relinquished to the participating Party as
to the aforementioned one hundred percent (100%) interest will
be limited to the applicable statewide or field spacing rules
(for the field where the well is located) established by the
Mississippi Oil & Gas Commission for the producing units for
the objective formation as if the well had been completed as a
producer. In the event the well is drilled to the objective
formation and drilled as a dry hole then the relinquishment of
the aforementioned fifty percent (50%) interest will still
apply as to the balance of the Prospect Area.
(i) In the event the participating Party while drilling in good
faith, fails to reach the objective formation due to
impenetrable substances or conditions in the hole which in a
prudent operator's opinion would render further drilling
impracticable but encounters producible hydrocarbons in a
shallower formation, and should such Party desire to complete
the well at such shallower formation it may elect to do so. In
this case, should the completion attempt result in a
productive well or a well capable of production in paying
quantities, the non-participating Party will relinquish to the
participating Party one hundred percent (100%) of its interest
in the producing unit established for the well and relinquish
fifty percent (50%) of its interest or right to earn or
acquire a interest in the remainder of the Prospect Area to
the participating Party.
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C. All subsequent wells drilled in a Prospect Area shall be proposed by
the parties in accordance with the JOA. All subsequent operations
conducted on an Initial Prospect Exploratory Well and all subsequent
wells shall be in accordance with the JOA.
ARTICLE VII
RELATIONSHIP OF PARTIES
A. 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.
Each party shall be individually responsible for its own obligations as
set out in this Agreement and in the JOA.
B. 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, attorney's fees or other costs or expenses arising
therefrom.
C. Nothing in this Agreement (express or implied) is intended or shall be
construed to confer upon any person or entity not a party hereto any
right, remedy or claim under, or by reason of, this Agreement.
ARTICLE VIII
NOTICES
A. Except as otherwise expressly provided herein, all notices or
information required pursuant to this Agreement shall be in writing,
and shall be given or served by facsimile and by delivering the same in
person to such party. Notice in the manner herein described shall be
effective, from and after receipt of such notice by the addressee.
Notice given in any other manner (including, but not limited to, notice
by courier, delivery, FedEx, or other delivery service) shall be
effective only if and when received by the party to be notified. In the
event the addressee refuses delivery of any such notice, then such
notice shall be deemed as received on the postal date of such refusal.
The addresses for the parties shall be as follows:
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If to Knox:
Knox Miss. Limited Partners, L.P.
One Belmont Ave, Suite 704178
Bala Cynwyd, PA 19004
Office: (610) 660-5906
Fax: (610) 660-5905
Attn: Mr. Stephen Harrington
With copy to:
Klehr, Harrison, Harvey, Branzburg and Ellers
Attn: Craig Zappetti, Esq.
260 S. Broad Street Ste. 400
Philadelphia, PA 19102
If to SKH:
SKH Exploration, Inc.
7700 San Felipe, Suite 500
Houston, Texas 77063
Office: (713) 782-1075
Fax: (713) 785-6591
Attn: Mr. George W. Hugo, Jr.
Any party may, by written notice so delivered to the other as set forth above,
change the address to which the deliver shall thereafter be made.
ARTICLE IX
MISCELLANEOUS MATTERS
A. TIME IS OF THE ESSENCE IN THIS AGREEMENT. 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 amount 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.
B. 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.
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C. 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 the JOA.
D. 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.
E. 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.
F. 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 a 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).
G. 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.
H. The Parties have entered into this Agreement for their own accounts and shall
acquire any Leases hereunder for their own accounts and not with the intent to
make a distribution hereof within the meaning of Securities Act of 1933 and the
rules and regulations pertaining to it or distribution thereof in violation of
any applicable securities laws.
I. 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.
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IN WITNESS HEREOF, the undersigned parties have executed this Agreement on the
day set forth hereinabove but such Agreement is effective March 20, 2002.
KNOX MISS. PARTNERS, L.P. SKH ENERGY PARTNERS II, L.P.
By: Knox Miss., LLC
By: /s/ Mark A. Bush By: /s/ Keith Hatch
---------------------------- ---------------------------------
Mark A. Bush, Managing Member Keith Hatch, Vice-President,
SK Exploration Inc, General
Partner
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