WORLAND AREA PURCHASE AND SALE AGREEMENT
This Worland Area Purchase and Sale Agreement ("Agreement") is made and
entered into on this 25th day of June, 1998 by and between Continental
Resources, lnc., ("Seller") and Harold G. Hamm, Trustee of the Harold G. Hamm
Revocable Intervivos Trust dated April 23, 1984 ("Buyer").
WHEREAS, pursuant to that certain Purchase and Sale Agreement dated
March 28, 1998, a copy of which is attached hereto as Exhibit "A", and
subsequent Assignment and Bill of Sale documents, which are described on the
Exhibit "B" attached hereto, Seller did acquire certain oil and gas wells,
leases and other rights from several parties. Such documents are
collectively referred to herein as the "BEPCO documents". The conveyance of
interest effected by such documents is herein referred to as the "BEPCO
Acquisition".
AND WHEREAS, the Buyer desires to purchase, and Seller desires to sell,
an undivided fifty percent (50%) of all right, title and interest of
whatsoever nature which Seller acquired in the BEPCO Acquisition.
NOW THEREFORE, in consideration of the mutual benefit to accrue to the
parties hereto and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Buyer do hereby agree
as follows:
1. PURCHASE PRICE AND PROPERTY BEING SOLD AND PURCHASED: In and for a
total purchase price of $42,550,000.00, Seller shall sell, assign, transfer
and convey unto Buyer an undivided fifty (50%) of all Seller's right, title
and interest in and to the following:
A. All oil & gas leases, overriding royalty interests, mineral and
royalty interests, easements and rights-of-way, contractual rights and
interests, together with all rights and interests appurtenant thereto
or used or obtained in connection therewith which were acquired by
Seller in connection with the BEPCO Acquisition and by virtue of the
BEPCO Documents, and;
B. All oil and gas wells and interests therein, together with all
materials, supplies, machinery, equipment, improvements and other
personal property and fixtures located thereon, associated therewith
or appurtenant thereto that were acquired by Seller in connection with
the BEPCO Acquisition and by virtue of the BEPCO Documents. Such
wells are described on Exhibit "C" hereto
2. EFFECTIVE DATE: The Effective Time of the conveyance contemplated
by this Agreement shall be 7:00 a.m., Mountain Standard Time on June 1, 1998.
It is the intent of the parties that the interest is conveyed from Seller to
Buyer effective as of the same time which Seller received the interests
pursuant to the BEPCO Documents, same as if Buyer had been a party thereto.
3. COVENANTS AND REPRESENTATIONS OF SELLER AND BUYER: To the extent
applicable, Seller and Buyer do hereby adopt and make the same covenants and
representations to one another as were made by the Seller and Buyer in the
Purchase and Sale Agreement attached hereto as Exhibit "A".
4. DESIGNATION OF OPERATOR: Buyer agrees that Seller shall remain and
be Operator of all jointly owned existing or hereafter drilled, created or
acquired units, wells and leases. Buyer agrees to execute any required
Operating Agreements, Unit Agreements or other documents that are now or
hereafter may become necessary to effectuate and/or support Seller being
designated as Operator of such jointly owned units, wells or leases.
5. AREA OF MUTUAL INTEREST: An Area of Mutual Interest ("AMI") is
hereby created which covers the lands outlined on the plat attached hereto as
Exhibit "D". During the term of the AMI, which is ten (10) years from the
date hereof, should either party acquire an interest of whatsoever nature in
the AMI, it shall immediately offer the other party it's proportionate part
of such acquired interest. The non-acquiring party shall have thirty (30)
days from receipt of notice within which to advise the acquiring party
whether it wants to acquire it's proportionate part of such interest for the
actual acquisition cost thereof. The parties proportionate interests in the
AMI is 50% each.
6. CLOSING: On or before July 1, 1998 Buyer shall deliver to Seller
the full purchase price. Immediately upon receipt thereof, Seller shall
deliver to Buyer a fully executed Assignment and Bill of Sale which conveys
interests to the properties, rights and interests being purchased. Such
Assignment and Bill of Sale shall be in the form attached hereto as Exhibit
"E".
IN WITNESS WHEREOF, this Agreement is made and entered into on this 25th
day of June, 1998.
CONTINENTAL RESOURCES, INC.
By: /s/ TOM LUTTRELL
Tom Luttrell
Vice President - Land
HAROLD G. HAMM REVOCABLE INTERVIVOS
TRUST DATED APRIL 23, 1984
By: /s/ HAROLD HAMM
Harold G. Hamm, Trustee
CONTINENTAL RESOURCES, INC.
July 13, 1998
Harold G. Hamm, Trustee of the Harold G. Hamm
Revocable Intervivos Trust
P.O. Box 1032
Enid, OK 73702
RE: Worland Area Purchase and Sale Agreement
dated June 25, 1998
Dear Harold,
Reference is hereby made to that certain Worland Area Purchase and Sale
Agreement dated June 25, 1998 between Continental Resources, Inc., as Seller
and The Harold G. Hamm Revocable Intervivos Trust, as Buyer.
This letter is to set forth in writing the agreement of both parties to
change the Closing date provided for the referenced Agreement by amending
Article 6, thereof to read as follows: "On or before July 17, 1998 Buyer
shall deliver to Seller the full purchase price. Immediately upon receipt
...". All other provisions shall remain as originally written.
If the foregoing is acceptable with you, please indicate your agreement by
signing in the space provided below and returning one (1) executed copy of
this letter to the undersigned. Thank you.
Sincerely,
/s/ TOM LUTTRELL
Tom Luttrell
Vice President - Land
Agreed to and accepted this 13th day of July, 1998
The Harold G. Hamm Revocable Intervivos Trust dated April 23, 1984
By: /s/ HAROLD HAMM
Harold G. Hamm, Trustee
302 N. Independence
P.O. Box 1032 Enid, Oklahoma 73702
(580) 233-8955