EXHIBIT 10.1
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DAVIDSON ENERGY, L.L.C.
5003 Barlow Drive
Round Rock, Tx 78681
512-238-8880
512-238-8401 fx
January 10, 2006
TexTerra Exploration Partners, L.P.
99 Park Ave.
New York, NY 10016
Attention: Dmitry Vilbaum
Re: Richard Bellows et al. Leases, La Salle County, Texas
Gentlemen:
This letter agreement ("Farmout Agreement"), when signed by you in the
space provided below, will constitute an agreement between Davidson Energy,
L.L.C. ("Davidson"), Johnson Children's Trust No. 1 ("Trust") and TexTerra
Exploration Partners LP ("TTEP") regarding the development of the Richard
Bellows et ux. 1280-acre oil and gas lease dated April 27, 2005, recorded at
Volume 451, Page 422, Official Public Records, La Salle County, Texas, covering
two 640 acre tracts in Survey 158, H. & G.N.R.R. Co., A-1076, Patent No. 508,
Vol. 14, and in Survey 157, H. & G.N.R.R. Co., A-276, La Salle County, Texas
(the "Bellows Lease"). The Bellows Lease was assigned by the original lessees,
Darrel Canion and Marian Canion, to Davidson and Trust subject to a reserved
overriding royalty interest equal to the difference between 25% net revenue
interest and existing landowner royalties.
The Bellows Lease does not cover 100% of the mineral fee estate and three
(3) additional leases have been negotiated with the remaining mineral fee
owners, being Main Plaza Corporation, Jarret B. Meuth and William R. Meuth, Jr.
(collectively, the "Mineral Owner Leases"). The Bellows Lease and the Mineral
Owner Leases are collectively referred to as the "Leases". Davidson shall bear
the initial acquisition costs of the Mineral Owner Leases at its sole expense,
not subject to reimbursement.
1.Interests to be Purchased/Purchase Price. Subject to the conditions set
forth herein, Davidson and Trust shall assign to TTEP a 70% (Seventy Percent)
working interest (the "TTEP Initial Well Interest") in and to the Railroad
Commission spacing unit ("Spacing Unit") surrounding the initial well (the
"Initial Well") to be drilled on the Leases. The Initial Well is to be drilled
to an approximate depth of 7,500 feet subsurface pursuant to the AFE (as defined
below) and the JOA (as defined below). The purchase price for the TTEP Initial
Well Interest shall be (i) TTEP's agreement to pay 100% (One Hundred Percent) of
the actual costs up to the dollar limit ("Dollar Limit") stated in the Approval
for Expenditure ("AFE") for drilling, testing, stimulating, completing and
equipping (including tie in to sales lines) the Initial Well as a producing well
through the tanks (if an oil well) or through the pipeline connection (if a gas
well), as specified in the AFE, unless the election is made to plug and abandon
the Initial Well, in which case the purchase price for the TTEP Initial Well
Interest shall be the actual costs of drilling, testing, and plugging the
Initial Well, plus any costs related to surface restoration surrounding the
Initial Well which is required by the Bellows Lease. Any additional costs over
the Dollar Limit shall be paid 70% (Seventy Percent) by TTEP and 30% (Thirty
Percent) by Davidson. The remaining 30% (Thirty Percent) working interest in the
Spacing Unit shall be retained by Davidson and Trust. The net revenue interest
("NRI") which shall be attributable to holders of all of the working interest
shall be not less than 75% (Seventy Five Percent). All reasonable efforts will
be made to spud the Initial Well by January 31, 2006, subject to drilling rig
and other long lead time items' availability. The parties agree that the
drilling operations shall be conducted on the Initial Well by Alamo Operating
Company, L.C. ("Alamo Operating") subject to the terms of a separate agreement
with Alamo Operating for such services.
2. Escrow; Use of Funds.
(a) Within one (1) business day after the satisfaction of the conditions
stated in paragraph 7 below, TTEP shall deposit in cash by wire transfer to Dan
Brecher, Attorney at Law ("TTEP's Agent") a sum equal to the costs of drilling
to completion the Initial Well, as reflected by the AFE approved by the parties:
Law Offices of Dan Brecher
Citibank, 90 Park Avenue
New York NY 10016
Account number 95050499
ABA No.: 021000089
TTEP's Agent (as instructed by TTEP) shall immediately thereupon distribute the
funds necessary to satisfy Alamo Operating's funding requirements for drilling
the Initial Well, including immediate deposit with Alamo Operating of all dry
hole costs required by Alamo Operating and any other advance deposits required
by Alamo Operating under the terms of its operating contract.
(b) Additional funds may be cash called as necessary, subject to the
agreements between the parties, including the separate agreement with Alamo
Operating.
(c) In the event that the Initial Well is plugged and abandoned as a dry
hole prior to a completion attempt, then TTEP's Agent and, if applicable, Alamo
Operating shall refund to TTEP, 100% (One Hundred Percent) of all cash remaining
after payment of the approved costs of drilling, plugging and abandoning the
well bore and restoring the surface of the Initial Well Spacing Unit.
(d) The funds deposited by TTEP shall be used solely for the purposes set
forth in the AFE agreed by the parties, which shall include road work, site
preparation, drilling of a water well and drilling, completing and equipping (or
plugging and surface restoration, if applicable) on the Leases. Davidson and
Trust may suggest the use of their affiliates to perform needed services at
competitive rates, but neither party shall be bound to utilize such services of
the affiliates.
3. Operations, Selection of Drillsite and Drilling Specifications.
(a) Alamo Operating shall be the operator of record. Should Alamo
Operating fail or refuse to serve as operator, Davidson, Trust and TTEP shall
mutually agree upon an operator of record. All operations, including the Initial
Well and future wells, will be subject to a Model Form Operating Agreement to be
executed by the parties with appropriate COPAS exhibit and other exhibits naming
Alamo Consulting as operator (the "JOA").
(b) TTEP, through its affiliate, Terra insight Corporation, shall select
the location for the Initial Well and every subsequent well within the subject
lease provided on average 3 out of 5 drilled oil or gas wells are productive.
Alamo Operating shall communicate its proposed drilling procedures and
techniques for the Initial Well to TTEP in advance and TTEP shall have the right
to alter such procedures and techniques as it deems necessary to maximize the
likelihood of drilling success. TTEP may, at its election and at its sole risk,
maintain a drilling representative on the derrick floor or the Lease to monitor
operations and to make elections, as appropriate. The parties agree that Alamo
Operating or any successor operator shall be required to provide daily reports
while undertaking well drilling, completion, or workover operations and weekly
reports to the working interest holders regarding all other operations.
4. Assignment of the TTEP Lease Interest. The TTEP Initial Well Interest
and the TTEP interest in the remaining acreage under the Leases shall, subject
to the Leases, be considered to be earned at the later to occur of (a) deposit
by TTEP with TTEP's Agent of the costs of drilling the Initial Well to (dry hole
+ contingency) completion as reflected in the approved AFE, or (b) the deposit
by TTEP's Agent from the Escrow the Initial Well dry hole costs with Alamo
Operating per Alamo Operating's requirements, at which time Davidson/Trust shall
deliver a fully executed and recordable assignment covering the Leases which
conveys to TTEP a Seventy Percent (70%) working interest in the Initial Well
Spacing Unit and a Fifty Percent (50%) working interest in all other acreage
covered by the Leases, subject to the adjustment of working interest between the
parties described in paragraph 5 below should Davidson/Trust elect not to
participate in a future well and to instead elect to be carried, as therein
described. TTEP agrees that it will timely provide Davidson with sufficient
Initial Well drillsite information in advance of this assignment obligation that
will permit Davidson to survey the Initial Well Spacing Unit perimeter and to
generate metes and bounds field notes for such Initial Well spacing unit which
are to be attached to the assignment as a part of the legal description of the
Leases. After the Initial Well is drilled and then either plugged and abandoned
or completed as a producer, TTEP will have completed all earning obligations on
the Lease. Each working interest owner shall have the right to separately market
its proportionate share of production from the Initial Well.
5. Participation in Future Wells.
(a) Davidson and Trust agree, that after the Initial Well, each party has
the right but not the obligation to participate in future wells on the Lease,
subject to the JOA, The extent of the participation by the participating party
shall be 50% (Fifty Percent) working interest (unless Davidson/Trust elects to
be carried as described in subparagraph 5(b) below). The contributing
participation cost of each party shall be governed by the JOA.
(b) In the event Davidson and the Trust together decide not to participate
in a future well or wells on the Lease, Davidson/Trust shall promptly deliver a
recordable assignment of their working interest in and to the Leases as to the
spacing unit assigned to the proposed well, reserving therefrom only a back-in
10% (Ten Percent) working interest ("Backin Interest") which shall become
effective if and when TTEP reaches cumulative payout on the Lease, according to
the formula below. TTEP may assign its 100% (One Hundred Percent) working
interest in the particular spacing unit at any time, subject to protection of
the Backin Interest, and subject to the limitations upon assignment set forth in
the particular Leases.
(c) Payout shall be deemed to have occurred as of the first day of the
month following the month in which the result of the following formula is equal
to or greater than one:
TTEP cumulative net production revenue (from Initial Well plus
wells subject to Backin Interest)
divided by
TTEP cumulative cost (from Initial Well plus wells subject to
Backin Interest)
6. Representations and Covenants by Davidson.
(a) Davidson represents that neither it or its employees, executives or
other affiliates hold any beneficial interest in the Leases except as specified
herein.
(b) In the event that the rig is not available to be delivered to the
Initial Well site within existing terms of the Leases, Davidson covenants to
obtain a written extension to the term of any Lease prior to its scheduled
expiration. Such extension shall be obtained at no additional cost to TTEP.
(c) Davidson covenants to promptly apply for permits for a water well and
road work and to complete these projects in a prompt workman-like manner once
the necessary permits are obtained.
(d) Davidson covenants to advise TTEP of the available lease terms for
offset leases on the play trend when that information becomes available. If
negotiations for offset leases are initiated by Davidson, then Davidson agrees
to attempt to obtain leases with minimum two year terms and net revenues of at
least 80%, plus the ability to hold such leases, if any are secured, by
commencement of drilling to a maximum depth of 8,000 feet. Subject to technical
and commercial review satisfactory in TTEP's view, TTEP shall pay Fifty Percent
(50%) of the cost to the parties of any offset leases secured by Davidson and
will be assigned 50% WI in the lease interest available.
7. Conditions. The obligations of TTEP hereunder are conditioned on the
satisfaction of the following conditions on or prior to January 18, 2006. In the
event that the following conditions are not met to TTEP's satisfaction by such
date then, unless unsatisfied conditions are waived by written agreement, any
party may terminate this agreement by written notice of termination to the other
parties.
(a) Davidson shall furnish complete copies of all title materials and the
option agreement with Canion.
(b) TTEP shall complete its independent title review relating to the
Leases and shall reach the reasonable conclusion that the assignment, when
released to TTEP, fully transfers the interests purchased herein.
(c) Davidson shall deliver a contract for a drilling rig ("Rig") which
will be reasonably satisfactory to TTEP with a move in date no later than
January 25, 2006 .
(d) TTEP may at it's sole discretion obtain an inspection report from an
independent engineer that indicates that the Rig is suitable to drill the
Initial Well to the depth indicated in the AFE.
(e) A drilling plan for the Initial Well is delivered to TTEP that is
reasonably acceptable to TTEP.
(f) An AFE is submitted to TTEP which is reasonably acceptable to TTEP.
(g) A joint operating agreement ("JOA") is executed by Davidson, the
Trust, TTEP and Alamo Operating (or any mutually acceptable operator) in
connection with the Leases on the 1989 AAPL Model Form Operating Agreement with
COPAS accounting exhibit.
(h) The Alamo Operating contract shall be reviewed, accepted and executed
and proof of Alamo Operating's operator bond and insurance shall be provided.
8. TTEP Satellite Study of Lease. TTEP has contracted a satellite analysis
of the Lease to determine drilling locations target objectives and shall provide
to Davidson and Trust with the drilling location, target depth, and pay zones on
the Initial Well on the date all of the conditions specified in Section 7 hereof
are fully complied with or waived in writing by TTEP and, in connection with
additional wells on the Lease, on a well by well basis, in accordance with
Section 5(a)above, in adequate time to plan for the drilling of the subsequent
wells within the Lease and Farmout Agreements.
9. Miscellaneous.
(a) Whole Agreement. This agreement, the JOA including the COPAS, the AFE
and the confidentiality agreement between Davidson and Terra Insight
Corporation, an affiliate of TTEP, represent the entire agreement of the parties
relating to the subject matter contained herein. This agreement can only be
modified by a writing signed by the parties hereto.
(b) Precedence. In the event of a conflict between this agreement and the
JOA and the COPAS, this agreement shall take precedence.
(c) Choice of Law. This agreement is governed by the laws of the State of
Texas, without reference to principles of conflict of laws.
(d) Arbitration. (i) All disputes hereunder shall be settled by binding
arbitration upon the request of any party to this agreement, in accordance with
the terms hereof. Any party hereto may, by way of summary proceedings (e.g., a
plea in abatement or motion to stay further proceedings), bring an action in
court to compel arbitration of the disputes.
(ii) All disputes between the parties shall be resolved by binding
arbitration administered by the American Arbitration Association (AAA) in
accordance with the terms hereof, the Commercial Arbitration Rules of the AAA,
and, to the maximum extent applicable, the United States Arbitration Act (Title
9 of the U. S. Code). In the event of any inconsistency between this agreement
and such statute and rules, this agreement shall control. Judgment upon the
award rendered by the arbitrators may be entered in any court having
jurisdiction.
(iii) All statutes of limitation that would otherwise be applicable
shall apply to any arbitration proceeding.
(iv) The arbitrators shall resolve all disputes in accordance with
the applicable substantive law. Three arbitrators shall be chosen to decide the
dispute, and each arbitrator shall be knowledgeable in the subject matter of the
dispute. The operator and the non-operator (as a group, if more than one) shall
each have the right to select one arbitrator for the panel and the two
arbitrators thereby selected will select the third arbitrator for the panel. If
the party-appointed arbitrators are unable or fail to agree upon the third
arbitrator, the third arbitrator shall be selected by the AAA. Prior to the
commencement of hearings, each of the arbitrators shall take an oath of
impartiality. Unless determined otherwise by the arbitrators, each party shall
bear the expenses of its party- appointed arbitrator, its own counsel, experts,
witnesses, preparation and presentation of proofs and an equal share of the fees
and expenses of arbitration (which includes the expenses of the third
arbitrator). However, the arbitrators shall have the power to award to the
prevailing party, if any, as determined by the arbitrators, all of its costs and
fees, grant injunctive relief, and impose liens on real property to the extent
necessary to enforce any awards.
(v) To the maximum extent practicable, an arbitration proceeding
hereunder shall be concluded within 90 days of the filing of the dispute with
the AAA. Arbitration proceedings shall be conducted in Dallas, Texas, unless
otherwise agreed in writing by all parties to such arbitration. Limited civil
discovery shall be permitted for the production of documents and the taking of
depositions with all issues regarding conformation with discovery requests being
decided by the arbitrators. A preliminary hearing with the parties and/or their
representatives and the arbitrators may be held to specify the issues to be
resolved, to stipulate uncontested facts and to consider any other matter that
will expedite the arbitration proceedings. Each party agrees to keep all
disputes and arbitration proceedings strictly confidential, except for
disclosures of information required in the ordinary course of business of the
parties or by applicable law or regulation.
If the foregoing terms are acceptable to you, then so indicate your agreement by
signing this letter agreement in the space provided below.
Sincerely,
/s/ Boris Keyser
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Boris Keyser
President, Davidson Energy, L.L.C.
ADDITIONAL SIGNATURES ARE TO BE MADE ON FOLLOWING PAGE
TERMS AGREED AND ACCEPTED TERMS AGREED AND ACCEPTED
TexTerra Exploration Partners, L.P. Johnson Children's Trust No. 1
By: Terra Resources, Inc.
Its General Partner
By: /s/ Roman Rozenberg By:
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Name: Roman Rozenberg Name: Billy Don Johnson
Title: Chief Executive Officer Title: Trustee
Date signed: January 10, 2006 Date signed:
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