EXHIBIT 10.2
LIMITED PARTNERSHIP AGREEMENT
Of
TEXTERRA EXPLORATION PARTNERS, L.P
This Limited Partnership Agreement ("LPA") dated as of January 22, 2006
between Terra Resources, Inc., a Delaware corporation ("TRI"), which is a wholly
owned subsidiary of Terra Insight Corporation ("TIC"), and Enficon
Establishment, a Liechtenstein entity ("Enficon").
RECITALS
WHEREAS, TRI and its affiliates have spent significant time and resources in
developing a project to explore for oil and gas in a designated area within
LaSalle County Texas ("Davidson Project"), as more fully detailed in the annexed
Exhibit 1 hereto; and
WHEREAS, TRI desires to obtain funding for Bellows Well #1 within the Davidson
Project, and Enficon is desirous of funding Bellows Well #1 and gaining an
economic interest in Bellows Well #1.
NOW, THEREFORE, TRI, TIC and Enficon agree as follows:
1. The Parties. TRI is the general partner of TexTerra Exploration
Partners, L.P., a Delaware limited partnership ("TexTerra") formed by TRI to
work on the Davidson Project. Enficon will gain an economic interest within
TexTerra as a limited partner of TexTerra and will have the economic interest
limited to Bellows Well #1 within TexTerra as specified in Section 3 below. TRI
shall have the full authority of a general partner under the Delaware Limited
Partnership Act to make decisions and take actions on behalf of TexTerra.
2. Contributions of the Parties.
(a) The January 10, 2006 agreement ("Davidson Agreement") is
attached hereto as Exhibit 1, and is incorporated herein by reference.
(b) TRI will provide operational and professional support to
TexTerra, and will cause TIC to perform the STeP(TM) process for certain mapping
and analysis of satellite and geological data in furtherance of the Davidson
Agreement for the Bellows Well #1 ("the "Bellows Well #1") (as such term is
defined herein). Enficon will reimburse TRI for 80% (eighty percent) of the
budgeted costs for the Bellows Well #1, presently estimated as $1,133,720 for
the estimated amount of such 80% in the budget for Bellows Well #1 reflected in
the approval for expenditure ("AFE") (See Exhibit 2); and for the expenditures
for professional fees including TexTerra'a oil and gas consultant, legal costs,
title review fees, the costs of TIC's STeP (TM) studies, and additional cash
calls made by TRI as general partner to cover the direct costs from third
parties directly related to the Bellows Well #1 including, but not limited to,
those arising out of changes to the drilling plan and those to the AFE.
(c) TRI will, on behalf of TexTerra, monitor the performance of work
on, and, if successful, the operation of the Bellows Well #1 and shall utilize
such services of third party advisors, including engineering, accounting and
legal, as TRI deems reasonable and necessary. TRI will maintain updated
technical and financial analysis for the Bellows Well #1, negotiate with the
potential parties interested in farmin interest(s) as to Bellows Well #1,
negotiate, if appropriate in TRI's judgment, with third-party financing sources
and take such other actions as it deems advisable in protecting the interests of
TexTerra in Bellows Well #1.
(d) Enficon shall, on or before February 3, 2006, deposit $1,133,720
("Davidson Escrow Amount") into the escrow account of the Law Offices of Dan
Brecher, as required pursuant to the Davidson Agreement ("Davidson Escrow
Agreement") to fund the initial estimated costs of the Bellows Well #1 described
in section 2 (b) above, and in accordance with the Davidson Agreement and the
related
"AFE," as such term is defined in the Davidson Agreement. To the extent that TRI
or a related party has already funded a portion of the Davidson Escrow Amount,
Enficon shall at the written direction of TRI (accompanied by a notarized letter
from the escrow agent acknowledging the receipt of an amount equal to such
portion of the Davidson Escrow Amount from TIC, TRI or other related party), pay
such portion of the Davidson Escrow Amount to TIC, provided that $283,430 is
deposited by TIC into the HSBC account established for TexTerra for TRI's 20%
portion of TexTerra'a payment of the initial estimated Bellows Well #1 budget of
$1,417,150. Enficon, or a designee thereof, shall be a required signator on such
TexTerra account holding the remaining portion of the Davidson Escrow Amount.
(e) If, for any reason, additional funding is required for the
Bellows Well #1 beyond the initial $1,417,150 estimated budget for the Bellows
Well #1 or costs provided for herein, TRI and Enficon shall be responsible for
such additional costs in the ratio of 20% to 80%, respectively. Enficon shall
not have responsibility for, nor any interest in, any other well or other asset
or revenue in TexTerra, other than the Bellows Well #1.
(f) If Enficon fails to timely pay the amount set forth in Section 3
(d) when due, TIC and its affiliates shall have the right, but not the
obligation, to deem the convertible debentures of CompuPrint ("CPPT") issued to
Enficon reduced by the unpaid amount of the Section 2(d) amount, plus interest
and costs, and to deem the remaining Enficon convertible debentures converted
into CPPT stock at the greater of $1 per share or the average closing asked
price for CPPT stock in the OTC Bulletin Board market for the day preceding the
default, the day of the default and the day following the default by Enficon.
Enficon represents that it has not assigned or transferred to anyone else any of
the CPPT debentures issued to Enficon.
3. Economic Interest of Enficon and TRI.
(a) Enficon's interest in TexTerra in relation to the Bellows Well #
1 is and shall be limited to the right to 65% of the Net Revenue Interest in
Bellows Well # 1 received by TexTerra after the Overriding Royalty specified in
Section 3 (b) below, and TRI shall receive the remaining 35% portion of the Net
Revenue Interest received by TexTerra in relation to the Bellows Well #1.
(b) For purposes hereof, the overriding royalty interest to be paid
to TIC ("Overriding Royalty") shall be calculated as 5% (five percent) of 8/8ths
of the working interest in the Bellows Well #1, and of such other revenue to
TexTerra, if any, as may result.
(c) All other interests in any other wells or projects of TexTerra
shall be deemed "Non-Participating Projects" and "Non-Participating Farmout
Interests" in and to which Enficon shall have no interest or rights.
(d) Except as may otherwise be agreed in a separate writing signed
by the parties hereafter, Enficon has and shall have no rights or interests in
further wells drilled in accordance with the Davidson Agreement, nor in any
other revenues, assets or operations of TexTerra outside the Bellows Well #1.
(e) In connection with revenues received by TexTerra from farmout
interests in Bellows Well #1, Enficon shall only participate in such revenue if
Enficon fully pays for and participates in the Bellows Well #1, and only to the
extent required hereunder. All other farmout transactions of TexTerra shall be
deemed "Non-Participating Farmout Interests" in which Enficon shall have no
rights or interest.
(f) As to revenues received from the Bellows Well #1 interest, after
payment of the 5% overriding royalty, the parties shall first receive a return
on their 20/80 respective payments to the extent of such payments, after which
net income from revenues, if any, shall be paid at the respective 35/65 ratio
for TRI/Enficon for the Bellows Well #1, as provided for in Section 3 (a) above.
4. Personnel. TexTerra may, in its discretion, hire employees and/or
consultants to monitor and manage its interests in the Davidson Project. Such
employees and/or consultants may be based in Texas.
5. Reports. TexTerra will provide monthly reports to Enficon and TRI
communicating the status, recommendations and the forward plans relating to the
Bellows Well #1.
6. Rights to STeP(TM). The STeP(TM) technology is and shall remain the
property of Terra Insight Corporation, and there are no licenses or other rights
to the STeP(TM) technology granted hereby to Enficon or any other party.
7. Notices. Notices hereunder shall be made in writing, and, the LPA
cannot be changed orally, but only by a writing signed by the parties. Notices
shall be deemed delivered if sent by a reputable international overnight courier
service, if to:
TRI at Terra Insight Corporation
99 Park Avenue, 16th Floor
New York, New York 10016
to the attention of Dmitry Vilbaum, Chief Operating Officer
with copy to Dan Brecher, Esq. (facsimile: 212-808-4155)
Enficon
Liechtenstein,
Poststrasse 403, FL-9491 Ruggell.
Enficon may elect to receive notices by express mail.
8. Governing Law; Jurisdiction; Service of Process. The LPA shall be
governed by the Laws of the State of New York, without reference to principles
of conflict of laws. Enficon specifically consents to the jurisdiction of the
courts of the County, City and State of New York for the purpose of enforcement
of these duties, obligations and agreements. Service of process as to any
dispute related to the agreements between the parties may be made upon Enficon
by a reputable international overnight courier service (or at Enficon's election
by express mail) addressed to Enficon at the address as provided for herein.
9. Severability of Provisions. If, as a result of a final determination of
judicial proceedings before a court of competent jurisdiction as provided for in
Section 8 above, any provision of the LPA is held to be invalid, illegal or
unenforceable, it shall be considered severed from the LPA, and all other
provisions, rights and obligations shall continue without regard to the severed
provisions.
10. Confidentiality and Non-Circumvention. Enficon, for itself and its
employees, agents and affiliates, acknowledges that TRI is a wholly-owned
affiliate of a publicly held corporation and that all information regarding the
transactions and potential transactions of TRI, its affiliates and the project
entities is highly confidential. It is critical that Enficon and its employees,
affiliates and agents not reveal or circumvent any of the proposed or potential
transactions that are discussed with or noticed to Enficon in any way related to
the business of TRI or its affiliates. Enficon covenants not to circumvent, in
any way, any of the proposed transactions or project entities. Enficon
specifically acknowledges and agrees that a breach of any of the duties,
representations and obligations as to confidentiality and non-circumvention
related hereto will cause irreparable harm to TRI and Enficon consents to the
entry of judgment for injunctive remedies in any court of competent jurisdiction
as to any such breach.
11. Tax Matters Partner. For purposes of all tax matters, filings and
elections, TRI shall be deemed the tax matters partner and shall make all
filings and elections on behalf of TIC.
12. Full Agreement; Language. The LPA, the Davidson Agreement and the
documents specifically incorporated by either of these agreements represent the
complete agreement of the parties hereto with respect to the subject matter
contained therein. The LPA can only be modified by a writing signed by the
parties to the LPA. The LPA is made in the English language in two copies having
equal legal force, and each party hereto retains a copy hereof. This Agreement
may be executed in counterparts.
IN WITNESS WHEREOF, the parties have signed below in the space provided.
TERRA RESOURCES INC.
By: /s/ Roman Rozenberg
------------------------------
Name: Roman Rozenberg
Title: Chief Executive Officer
TERRA INSIGHT CORPORATION
By: /s/ Dan Brecher
------------------------------
Name: Dan Brecher
Title: Managing Director
ENFICON ESTABLISHMENT
By: /s/ Mag. M. Feurstein
------------------------------
Name: Mag. M. Feurstein
Title: Director
TEXTERRA EXPLORATION PARTNERS, L.P.,
By its General Partner, Terra Resources, Inc.
By: /s/ Roman Rozenberg
------------------------------
Name: Roman Rozenberg
Title: Chief Executive Officer
Exhibit 1
"Davidson Project"
"Davidson Agreement"
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,
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: By:
------------------------------ -----------------------------
Name: Roman Rozenberg Name: Billy Don Johnson
Title: Chief Executive Officer Title: Trustee
Date signed: Date signed:
--------------------- --------------------
Exhibit 2
"AFE"
BRUINGTON ENGINEERING, LTD.
AUTHORITY FOR EXPENDITURE
OPERATOR WELL NAME WELL NUMBER
- --------------------------------------------------------------------------------
Alamo Operating Company, L.C. Bellows 1
- --------------------------------------------------------------------------------
FIELD NAME COUNTY STATE
- --------------------------------------------------------------------------------
Wildcat LaSalle Texas
- --------------------------------------------------------------------------------
DESCRIPTION OF PROPOSED WORK
- --------------------------------------------------------------------------------
Drill, complete and install production facilities on a 8500 ft. Test.
This estimate is based on a turnkey drilling contract.
DRILLING COSTS - INTANGIBLE Dry Hole Completion Total
-------------- -------------- --------------
Administrative Overhead 7,500 4,000 11,500
Cased Hole Logs & Perforating 25,000 25,000
Casing Crew & Equipment 3,000 10,000 13,000
Cementing: Services Turnkey 35,000 35,000
Cementing: Float Equip. / Cent. / Liner Hgr Turnkey 8,000 8,000
Directional Services
Drill Bits Turnkey 5,000 5,000
Drilling Mud Turnkey 4,000 4,000
Equipment Rentals 15,000 10,000 25,000
Fuel Turnkey 4,000 4,000
Insurance 27,000 27,000
Labor to Install Surface Facilities 10,000 10,000
Location: Damages & Legal 10,000 10,000
Location: Surveyor, Permits & Fees 5,000 5,000
Location: Road, Pad & Cleanup 30,000 30,000
Miscellaneous 10,000 5,000 15,000
Mud Logger 18,000 2,000 20,000
Open Hole Logging, Sidewall Cores, RFT's 40,000 40,000
Rig: Turnkey 535,500 535,500
Rig: Footage
Rig: Daywork 2 days @ $12,000/day 24,000 24,000
Rig: Move In & Move Out Turnkey 10,000 10,000
Rig: Completion / P&A 10,000 16,000 26,000
Sidewall Core Analysis 3,000 3,000
Stimulation 125,000 125,000
Supervision 22,000 10,000 32,000
Transportation 5,000 5,000 10,000
Water 9,000 9,000
Well Testing 10,000 10,000
Contingencies 10% 21,450 32,200 53,650
============== ============== ==============
TOTAL INTANGIBLE DRILLING COSTS $ 771,450 $ 354,200 $ 1,125,650
WELL EQUIPMENT COSTS - TANGIBLE Dry Hole Completion Total
-------------- -------------- --------------
Casing: Conductor Turnkey
Casing: Surface 1200' 8-5/8", 24#/ft, J55, 8R, STC Turnkey
Casing: Intermediate
Casing: Production 8500' 5-1/2", 17#/ft, J55, 8R, LTC 161,000 161,000
Liner
Tubing 8400' 2-3/8", 4.7#/ft, N80, EUE, 8R 38,000 38,000
Artificial Lift Equipment
Bottom Hole Pump
Downhole Equipment (Packers, Anchors) 5,000 5,000
Sucker Rods
Wellhead 2,000 15,000 17,000
============== ============== ==============
TOTAL WELL EQUIPMENT COSTS - TANGIBLE $ 2,000 $ 219,000 $ 221,000
SURFACE FACILITIES - TANGIBLE Dry Hole Completion Total
-------------- -------------- --------------
Dehydrator 8,000 8,000
Flow Lines 15,000 15,000
Line Heater/Separators 15,000 15,000
Meter Run 5,000 5,000
Miscellaneous 7,500 7,500
Pumping Unit
Tanks 10,000 10,000
Valves & Fittings 10,000 10,000
TOTAL SURFACE FACILITIES - TANGIBLE $ 70,500 70,500
============== ============== ==============
TOTAL TANGIBLE DRILLING COSTS $ 2,000 $ 289,500 $ 291,500
============== ============== ==============
TOTAL AFE COST $ 773,450 $ 643,700 $ 1,417,150
Prepared by: Steven L. Bruington Date: 1/19/2006
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DISCLAIMER: The information on this page is only an estimate and is not based on
any actual bids or contracts.
The actual well costs may vary due to unforeseen well conditions.