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EXHIBIT 4(d)
AGREEMENT REGARDING LIQUIDATION
AND WINDING UP OF CERTAIN PARTNERSHIPS
This Agreement Regarding Liquidation and Winding up of Certain
Partnerships (this "Agreement") is entered into as of April 15, 1996, by and
among ALEXANDER ENERGY CORPORATION, an Oklahoma corporation (the "Company"),
and JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY, a Massachusetts corporation
("John Hancock").
RECITALS
1. John Hancock is the only limited partner and the Company is the only
general partner of each of AEJH 1985 Limited Partnership, a Delaware
limited partnership, AEJH 1987 Limited Partnership, a Delaware limited
partnership (the "1987 Partnership"), and AEJH 1989 Limited
Partnership, a Delaware limited partnership (the "1989 Partnership")
(collectively, the "Partnerships").
2. John Hancock and the Company desire to liquidate and wind up each of
the Partnerships and in connection therewith cause each of the
Partnerships to distribute all of its respective assets to the
partners thereof pursuant to the terms of the relevant Agreement of
Limited Partnership for each such Partnership.
3. The parties have agreed to enter into this Agreement in order to set
forth certain agreements regarding the liquidation and winding up of
the Partnerships.
AGREEMENT
NOW, THEREFORE, for and in consideration of the covenants and
agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the parties hereto,
the parties hereto agree as follows:
1. Liquidation and Winding Up. The parties agree to proceed
diligently with the dissolution, liquidation and winding up of
the Partnerships in accordance with the terms set forth
herein. Except as set forth below, the dissolution,
liquidation and winding up of each Partnership shall be done
in accordance with the terms and provisions of the applicable
Agreement of Limited Partnership, as amended, for such
Partnership.
2. Collateral Covered by Security Documents. The Company agrees
that, to the extent that any of that certain Assignment,
Security Agreement and Financing Statement, that certain
Mortgage, Deed of Trust, Assignment, Security Agreement and
Financing Statement, and that certain letter agreement
regarding hydrocarbons, all of which have been executed as of
even date herewith by the Company for the benefit of CIBC Inc.
in its capacity as collateral agent of even date hereof
(collectively, the "Security Documents") grants or purports to
grant a lien or security interest in or on any properties or
assets owned by any of the Partnerships, the Company shall, at
its sole
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cost and expense, execute and file all releases and other
documents as John Hancock may reasonably request insofar as
such may be necessary or desirable to release any lien or
security interest created or purported to be created by the
Security Documents in or on any asset or property of any of
the Partnerships.
3. Liquidator and Liquidating Trustee; Assignment by John
Hancock. The parties agree that, notwithstanding any
provision of any of the Agreements of Limited Partnership of
the Partnerships, as amended, (a) John Hancock, or such person
or entity as may be appointed by John Hancock, shall be the
liquidator or liquidating trustee, as applicable, in
connection with the liquidation and winding up of each of the
Partnerships, and (b) John Hancock may assign its rights to
receive its proportionate share of the assets of the
Partnerships in connection with the dissolution, liquidation
and winding up thereof to a third party. John Hancock hereby
appoints the Company as the initial liquidator or liquidating
trustee, as applicable, in connection with the liquidation and
winding up of the Partnerships, and the Company hereby accepts
such appointment; provided that it is acknowledged and agreed
that John Hancock shall have the right to remove the Company
as liquidator or liquidating trustee, as applicable, in
connection with the liquidation and winding up of the
Partnerships and appoint a new liquidator or liquidating
trustee, as applicable, for such liquidation and winding up of
the Partnerships if the Company files for bankruptcy, fails to
pay its debts as they become due, becomes insolvent, or if
John Hancock in good faith believes that the Company has not
discharged or is not discharging its duties and obligations as
the liquidator or liquidating trustee, as applicable, in a
proper or timely manner.
4. 1987 Partnership. The parties agree that the outstanding
principal, interest and other amounts currently owed to John
Hancock pursuant to loans from John Hancock to the 1987
Partnership (the "1987 Partnership Loans") currently exceed
the value of the net assets of the 1987 Partnership
(excluding, for purposes of such calculation, the 1987
Partnership Loans). Accordingly, the parties agree that all
assets of the 1987 Partnership shall be distributed to John
Hancock (or any assignee of John Hancock), in its capacity as
a creditor to the 1987 Partnership, in full satisfaction of
the 1987 Partnership Loans.
5. 1989 Partnership. The parties acknowledge that the assets of
the 1989 Partnership are burdened by and subject to the
provisions of that certain Note Agreement dated April 25, 1989
between the 1989 Partnership and John Hancock (the "1989
Partnership Note Agreement"). The 1989 Partnership Note
Agreement, the promissory note(s) issued thereunder and all
mortgages, deeds of trust, assignments, security agreements
and other documents executed in connection therewith are
herein referred to as the "1989 Partnership Loan Documents."
The parties agree, notwithstanding any provision of the
Agreement of Limited Partnership, as amended, of the 1989
Partnership, that, after paying all debts of the 1989
Partnership owed to third party creditors and all expenses
incurred in connection with the liquidation and winding up of
the 1989 Partnership, the remaining assets of the 1989
Partnership shall be distributed to the Partners thereof
subject to the debt outstanding, and all liens and security
interests existing, under the 1989 Partnership Loan Documents.
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The parties agree that the current amount of principal
outstanding under the 1989 Partnership Loan Documents is
$1,779,627.30 (such principal, together with all interest and
other charges outstanding under the 1989 Partnership Loan
Documents is herein referred to as the "1989 Partnership
Debt"). In connection with the liquidation and winding up of
the 1989 Partnership, the Company shall assume 50% of the 1989
Partnership Debt, and John Hancock shall assume 50% of the
1989 Partnership Debt. All 1989 Partnership Debt so assumed
by the Company and John Hancock shall be subject to, and shall
be repaid to John Hancock in accordance with, the terms and
provisions of the 1989 Partnership Loan Documents. Each of
the Company and John Hancock (in its capacity as a limited
partner in the 1989 Partnership), or such other assignee of
John Hancock to which John Hancock assigns its rights to
receive the properties and assets of the 1989 Partnership
attributable to John Hancock's interest therein, agrees to
execute and deliver to John Hancock, in its capacity as lender
to the 1989 Partnership, such note agreements, notes,
mortgages, deeds of trust, assignments, security agreements
and other loan documents, all in form substantially similar to
the 1989 Partnership Loan Documents, as John Hancock may
reasonably request insofar as such may be necessary or
desirable to continue to evidence the 1989 Partnership Debt
and the liens and security interests currently evidenced by
the 1989 Partnership Loan Documents.
6. Representation of the Company. The Company thereby represents
and warrants to John Hancock that (a) the Company has not
taken any action or omitted to take any action as general
partner of the Partnerships or otherwise in connection with
the Partnerships that could give rise to a claim in tort,
contract or otherwise by any other partner to any of the
Partnerships, and (b) the Partnerships have no indebtedness
other than (1) trade debt incurred in the ordinary course of
business of the Partnerships, and (2) indebtedness owing by
the 1987 Partnership and the 1989 Partnership to John Hancock
described in the most recent financial statements for each
such Partnership.
7. Governing Law. The parties hereto specifically agree that
this Agreement shall be governed by and construed in
accordance with the laws of the State of Oklahoma, excluding
any conflict-of-law rule or law that might refer same to the
laws of another jurisdiction.
8. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one
agreement, and any of the parties hereto may execute this
Agreement by signing such counterpart.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first set forth above.
ALEXANDER ENERGY CORPORATION
By: \s\ David E. Grose
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Name: David E. Grose
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Title: Vice President and CFO
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JOHN HANCOCK MUTUAL LIFE INSURANCE
COMPANY
By: \s\ Eugene X. Hodge, Jr.
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Name: Eugene X. Hodge, Jr.
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Title: Investment Officer
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