PURCHASE AND SALE AGREEMENT
THIS AGREEMENT, dated December 18, 1996, is made by
DELTA PETROLEUM CORPORATION, a Colorado corporation ("Buyer"),
and SOCO OFFSHORE, INC. (formerly XxxXxx Operating, Inc.)
("Seller").
ARTICLE I
BASIS OF AGREEMENT
Seller is the owner of the undivided interests specified
in Exhibits A-1 through A-3 inclusive attached hereto in the
following: (a) the oil, gas and mineral leases described in
Exhibits A-1 through A-3 (the "Leases"); (b) all personal and
mixed property located on the lands covered by the Leases and
used in the operation of the Leases; and (c) all permits,
licenses, easements and similar rights associated with the
operation of the Leases. Those interests are referred to herein
as the "Assets." Seller desires to sell the Assets to Buyer and
Buyer desires to purchase the Assets from Seller, all in
accordance with and for the consideration recited in the
provisions hereof.
ARTICLE II
PURCHASE AND SALE
2.01 Purchase Price. The "Purchase Price" shall be
comprised of (a) 63,000 shares of the Common Stock, par value
$.01 per share, of Buyer (the "Buyer Stock") and (b) the
assumption of the obligations undertaken by Buyer in this
Agreement, including without limitation those set forth
in Section 2.02 below. In consideration of receipt of the
Purchase Price, Seller shall sell the Assets to Buyer and Buyer
shall purchase the Assets from Seller.
2.02 Buyer's Plugging and Abandonment Obligations. To
the extent of the interests assigned in accordance herewith,
Buyer agrees to accept fell responsibility for and all costs
associated with plugging and abandoning all existing and
subsequently drilled xxxxx on the Leases, removal of all existing
and subsequently erected platforms from the Leases, removal of
all existing and subsequently installed pipelines from the Leases
and restoration of the sea floor of the Leases and any related
environmental costs. Buyer shall complete the plugging and
abandonment of xxxxx, the removal of platforms and pipelines and
sea floor restoration in compliance with the rules and
regulations of any governmental agency having jurisdiction over
the Leases and with applicable provisions of the Leases.
2.03 The Closing. The sale shall be completed at a
closing (the "Closing") to be held in the office of Seller, 0000
Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, on December 20, 1996,
or an earlier or later date agreed upon by the parties that shall
be as soon as the appropriate documentation has been agreed to by
the parties and all required consents, rulings and waivers have
been obtained. At the Closing (a) Seller shall deliver to Buyer
fully executed Assignments in the form attached hereto as
Exhibits A-1 through A-3 inclusive; and (b) Buyer shall deliver
to Seller a certificate, registered in the name of Seller,
representing the Buyer Stock.
2.04 The Effective Date. The Effective Date hereof shall
be December 1, 1996, at 7:00 A.M., CST.
ARTICLE III
REGISTRATION RIGHTS
3.01 Registration. Unless a registration statement is
effective with respect thereto, the shares of Buyer Stock
delivered to Seller pursuant to Article II will not have been
registered under the Securities Act of 1933, as amended.
3.02 Investment Representation Agreement. Any
registration of the Buyer Stock shall be accomplished in
accordance with the provisions of the Investment Representation
Agreement attached hereto as Exhibit B.
ARTICLE IV
APPORTIONMENT OF LIABILITIES
4.01 Obligations of the Parties. Buyer agrees to
assume, pay, perform, fulfill, discharge and be liable for all
Assumed Liabilities and Seller agrees to retain, pay, perform,
fulfill, discharge and remain liable for all Retained
Liabilities.
4.02 Definitions. The term "Assumed Liabilities" shall
mean (a) all costs, expenses, liabilities and obligations assumed
or required to be borne by Buyer pursuant to this Agreement
and (b) all costs, expenses, liabilities and obligations
resulting directly or indirectly from the ownership or operation
of the Assets from and after the Effective Date, including
plugging, abandonment and sea floor restoration liabilities and
any related environmental costs for existing xxxxx, platforms,
facilities and pipelines, but excluding Retained Liabilities.
The term "Retained Liabilities" shall mean (x) all costs,
expenses, liabilities and obligations retained or required to be
borne by Seller pursuant to this Agreement and (y) all costs,
expenses, liabilities and obligations (except those assumed by
Buyer pursuant to Sections 2.02 and 5.04) attributable to the
Assets and resulting directly or indirectly from operation
of the Assets prior to the Effective Date.
4.03 Indemnification. Provided that the Closing occurs,
Buyer shall protect, defend, indemnify and hold Seller harmless
from any and all damages (including but not limited to property
damage, personal injury and death), claims, losses demands,
fines, penalties, judgments (including interest), costs,
expenses, environmental liabilities and other liabilities,
direct, contingent or otherwise, including consulting and
attorneys' fees and costs of court ("Damages") arising out of or
accruing with respect to Assumed Liabilities and Seller shall
protect, defend, indemnify and hold Buyer harmless from any
Damages arising out of or accruing with respect to Retained
Liabilities.
ARTICLE V
CONDITION OF THE ASSETS
5.01 Review and Inspection of the Assets. Buyer shall
complete its due diligence review and inspection of the Assets
not later than January 7, 1997. Seller shall make available to
Buyer the following information and data relating to the Assets,
to the extent possessed by Seller: (a) financial and accounting
records; (b) production, engineering, geological and geophysical
data and reports for the Leases; (c) copies of engineering,
geological and geophysical studies, subject to any license and
non-disclosure requirements; (d) copies of seismic data across
any of the Leases (subject to any license restriction and
non-disclosure requirements); (e) title records, including, but
not limited to, copies of the Leases, division orders, and
contracts for the sale of production; (f) material,
relevant information concerning pending litigation or threatened
litigation (excluding information subject to attorney-client or
attorney work product privilege); (g) regulatory compliance; (h)
contracts between Seller and third parties with regard to the
Assets; and (i) all permits and licenses pertaining to the
Assets. Nothing contained in this paragraph shall obligate
Seller to take action or expend any money to acquire anything for
Buyer which Seller does not already have in its possession.
Seller does not warrant the accuracy of any
material listed above.
5.02 Warranty Disclaimer. BUYER UNDERSTANDS AND AGREES
THAT, EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE ASSETS ARE
BEING SOLD "AS IS" AND "WHERE IS." WITH ALL FAULTS AND DEFECTS,
WITHOUT RECOURSE BY BUYER, ITS SUCCESSORS AND/OR ASSIGNS, AGAINST
SELLER AND WITHOUT COVENANT, REPRESENTATION OR WARRANTY,
EXPRESS,
IMPLIED OR STATUTORY WHATSOEVER, AND NOTWITHSTANDING ANYTHING
CONTAINED HEREIN TO THE CONTRARY, SELLER EXPRESSLY DISCLAIMS AND
NEGATES (a) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE AND/OR TITLE TO THE ASSETS AND (b) ANY @LIED
OR EXPRESS WARRANTY OF MERCHANTABILITY. BUYER HEREBY RELEASES
SELLER FROM ANY AND ALL LIABILITY WITH RESPECT TO THE CONDITION
OF THE PERSONAL PROPERTY INCLUDED IN THE ASSETS, WHETHER OR NOT
CAUSED BY SELLER'S SOLE OR PARTIAL NEGLIGENCE, AND WAIVES ITS
RIGHT TO RECOVER FROM SELLER ANY DAMAGES, CLAIMS, FINES,
PENALTIES OR EXPENSES, THAT MAY IN ANY WAY BE CONNECTED WITH THE
PHYSICAL CONDITION OF THE PERSONAL PROPERTY INCLUDED IN THE
ASSETS, WHETHER KNOWN OR UNKNOWN.
5.03 Contracts, Files and Records. At the Closing or as
soon thereafter as practicable, Seller shall furnish to Buyer, at
Buyer's election and Buyer's expense, copies of all lease,
contract and well files relating to the Assets and maintained by
Seller, except those merely incidental thereto, interpretive
data, economic analyses of the value of the Assets and any
information subject to non-disclosure obligations. Seller does
not warrant the accuracy or completeness of any information
furnished and reliance thereon is at Buyer's sole risk. Buyer
shall take title to the Assets subject to the terms and
conditions of and shall assume the obligations of Seller, as of
the Effective Date, in all contracts affecting the Leases,
including but not limited to the contracts described in Exhibits
A-I through A-3.
5.04 NORM. Naturally occurring radioactive material
("NORM") may be associated with oil and gas producing
operations, and as a result the facilities and production
equipment transferred herein may be contaminated by NORM.
Accordingly, Buyer shall comply with the applicable federal and
state laws and regulations governing (a) NORM and (b) facilities
and equipment contaminated by or containing NORM. Buyer
expressly assumes the obligation of disposal of equipment and/or
of deposits and scale contained therein pursuant to the
regulations of any governmental agencies having jurisdiction,
regardless of whether the NORM, if any, was deposited before or
after the Effective Date, AND INDEMNIFIES SELLER AGAINST ANY
LIABILITY ATTRIBUTABLE THERETO.
5.05 Texas Deceptive Trade Practices Act Waiver. Seller
and Buyer certify that they are not "Consumers" within the
meaning of the Texas Deceptive Trade Practices - Consumer
Protection Act, Subchapter E of Chapter 17, Sections 17.41, et
seq., of the Texas Business and Commerce Code, as amended (the
"DTPA"). The parties covenant, for themselves and for and on
behalf of any successors and assignees, that if the DTPA
is applicable, (a) the parties are "business consumers"
hereunder, (b) each party hereby waives and releases all of its
rights and remedies thereunder (other than Section 17.555,
Texas Business and Commercial Code) as applicable to the other
party and its successors, and (c) each party shall defend and
indemnify the other from and against any and all claims, demands,
or causes of action of or by that party or any successor or any
of its affiliates based in whole or in part on the DTPA, arising
out of or in connection with the transaction set forth in this
Agreement.
5.06 Net Revenue Interests. To Seller's knowledge and
belief, the net revenue interest conveyed in the Assignments
attached hereto as Exhibits A-1 and A-2 is 83.33% and the net
revenue interest conveyed in the Assignment attached hereto as
Exhibit A-3 is 78.33%. If Buyer's due diligence review of the
Assets indicates a materially (at least 5%) lesser net revenue
interest in any of the Leases, Buyer may rescind this Agreement
not later than January 7, 1997 and Seller shall return the Buyer
Stock to Buyer.
ARTICLE VI
AUTHORITY
Each party hereto represents and warrants to the other (a)
that it has full power and authority to enter into this Agreement
and (b) that no legal or administrative proceeding is pending or
threatened that would inhibit it from entering into or
consummating this Agreement.
ARTICLE VII
MISCELLANEOUS
7.01 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS,
EXCLUDING, HOWEVER, (a) ANY PROVISION OF TEXAS LAW THAT WOULD
REQUIRE THE APPLICATION OF THE LAW OF A DIFFERENT JURISDICTION
AND THE PROVISIONS OF EXHIBIT B.
7.02 Exhibits. The exhibits to this Agreement are
incorporated herein by reference.
7.03 Successors and Assigns. The terms, covenants and
conditions hereof bind and inure to the benefit of Buyer and
Seller and their successors and assigns.
7.04 Conflicts. This Agreement supersedes all prior
agreements regarding the subject matter hereof, whether written
or oral.
7.05 Survival. The covenants, obligations, indemnities,
representations and warranties included in this Agreement shall
survive the Closing and remain actionable thereafter.
7.06 Product of Negotiation: Prior Agreements. The
parties acknowledge that this Agreement is a product of
negotiation between them and that they have had an adequate
opportunity to review each provision contained herein and to
submit the Agreement to legal counsel for review and comment.
Based upon the foregoing, the parties agree that the rule of
construction that a contract be construed against the drafter, if
any, shall not apply to the interpretation or construction of
this Agreement.
EXECUTED on the date first written above.
SELLER:
SOCO OFFSHORE, INC.
By: /Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President JER
BUYER:
DELTA PETROLEUM CORPORATION
By:/Xxxxxx X. Xxxxxx, Xx.
Xxxxxx X. Xxxxxx, Xx.
Chairman/CEO
EXHIBIT X-0
XXXXXXX XXXXXXX XXXXX 00X-00X
OCS-P0320
UNITED STATES OF AMERICA
OUTER CONTINENTAL SHELF
OFFSHORE CALIFORNIA
ASSIGNMENT OF INTEREST
This ASSIGNMENT, from SOCO OFFSHORE, INC., a Delaware
Corporation, whose address is 0000 Xxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxx 00000 (hereinafter called "Assignor") to DELTA PETROLEUM
CORPORATION, a Colorado Corporation, whose address is 000
Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000
(hereinafter called "Assignee");
WITNESSETH:
That Assignor, for and in consideration of the sum of
Ten and No/100 Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, does hereby SELL, TRANSFER, ASSIGN, SET OVER and
CONVEY unto Assignee, subject to the terms and provisions set
forth herein, an undivided 2.41934% interest (hereinafter called
the "Assigned Interest") in and to all rights in the Oil and Gas
Lease more particularly described on Exhibit "A", attached hereto
and made a part hereof for all purposes (hereinafter called the
"Lease"), together with a like interest in and to all xxxxx,
fixtures, equipment, or personal property in, on, or used in
connection with the Lease.
This ASSIGNMENT is made by Assignor and accepted by
Assignee subject to the following:
1. the terms, provisions and conditions of the Lease and
any limitation or contained in the Lease;
2. all obligations and burdens affecting the Lease;
3. the Amended and Restated Exploration Agreement dated as
of February 22, 1982, (hereinafter called the "Exploration
Agreement")' and
4. all existing obligations and burdens related to the
Assigned Interest including, but not limited to, all obligations
and burdens described in Exhibit "A".
Assignee may, subject to the restrictions upon
assignments provided in the Exploration Agreement and in any
other agreements to which this Assignment is made subject,
transfer, in whole or in part, its rights under this Assignment.
TO HAVE AND TO HOLD the Assigned Interest hereby
assigned unto Assignee, its successors and assigns forever; and
Assignor hereby binds itself and its successors to
WARRANT and FOREVER DEFEND the title to the Assigned Interest
against every person whomsoever lawfully claiming or to claim the
same, or any part thereof, by, through or under Assignor, but not
otherwise.
The terms and conditions of this Assignment shall extend
to and be binding upon the successors and assigns of the parties.
This assignment is made effective December 1, 1996,
subject to the approval thereof by the Minerals Management
Service, United States Department of the Interior.
IN WITNESS WHEREOF, the parties have executed this
instrument on the dates acknowledged below.
ASSIGNOR:
Witnesses: SOCO OFFSHORE, INC.
Xxxxx X. Xxxxx By:s/Xxxxx X. Xxxxxxxxx
Xxxxx Xxxxxx Xxxxx X. Xxxxxxxxx
Attorney-in-Fact
ASSIGNEE:
Witnesses: DELTA PETROLEUM CORPORATION
Xxxxx X. Xxxxxx
By:s/Xxxxxx X. Xxxxxx, Xx.
Xxxxxx X. Xxxxxx, Xx.
Chairman/CEO
STATE OF TEXAS
COUNTY OF XXXXXX
On this 20th day of December 1996, before me appeared
Xxxxx X. Xxxxxxxxx, to me personally known, who, being by me duly
sworn, did say that he is Attorney-in-Fact for SOCO OFFSHORE,
INC., and that the foregoing instrument was signed on behalf of
the corporation by authority of its Board of Directors, and that
Xxxxx X. Xxxxxxxxx acknowledged the instrument to be the free act
and deed of the corporation.
s/Xxxxxxxx Xxxxxx
Notary Public, State of Texas
[SEAL]
Commission Expires: 0-00-00
XXXXX XX XXXXXXXX
XXXXXX XX XXXXXX
Xx this 9th day of December 1996, before me appeared
Xxxxxx X. Xxxxxx, Xx. to me personally known, who being by me
duly sworn, did say that he is Chairman/CEO of DELTA
PETROLEUM CORPORATION, a Colorado corporation, and that the
foregoing instrument was signed on behalf of the corporation by
authority of its Board of Directors, and that Xxxxxx X.
Xxxxxx, Xx. acknowledged the instrument to be the free act and
deed the corporation.
/Xxxxxx X. Xxxxxxx
Notary Public, State of Colorado
Commission Expires: 5-18-97
[SEAL]
EXHIBIT A
Attached to and made a part of that certain
Assignment of Interest from
SOCO OFFSHORE, INC., Assignor
to DELTA PETROLEUM CORPORATION, Assignee
effective December 1, 1996
SWORD I PROSPECT
Outer Continental Shelf
Channel Islands Area
Offshore California
OCS-P 0320: Oil and Gas Lease dated September 1, 1979
from the United States of America, Lessor to Conoco Inc., et al,
Lessee, bearing Serial No. OCS-P 0320, covering all of Block 54N
84W, OCS Leasing Map, Channel Islands Area, CAL-Map No. 6A.
This Assignment is made by Assignor and accepted by Assignee
subject to all of the terms and provisions of the following:
1 . Farmout Agreement dated November 1, 1982, between Conoco
Inc. and Huffco Petroleum Corporation, to which is attached as
Exhibit "E" to Offshore Operating Agreement effective September
1, 1979, executed November 14, 1979, between Conoco Inc. and
American Petrofina Company of Texas, et al.
2. Amendment to Operating Agreement, undated, between
Conoco Inc. and McMoRanF-reeport Oil Company, et al., executed by
Huffco Petroleum Corporation April 24, 1984.
3. Assignment dated August 12, 1983, from Conoco Inc. to
Huffco Petroleum Corporation, approved by Minerals Management
Services effective August 12, 1983.
4. Letter Agreement dated January 24, 1985, between Huffco
Petroleum Corporation and Adobe Oil & Gas Corporation.
5. Letter Agreement dated March 19, 1985, between Huffco
Petroleum Corporation and Adobe Oil & Gas Corporation;
Conditional Letter of Acceptance dated March 29, 1985, between
said parties.
6. Assignment dated April 5, 1985, from McMoRan-Freeport
Oil Company to Huffco Petroleum Corporation, approved by Minerals
Management Service effective as of January 18, 1985.
7. Assignment dated April 17, 1985, from Weeks Exploration
Company to Huffco Petroleum Corporation, approved by Minerals
Management Service effective as of January 18, 1985.
8. Assignment dated November 27, 1985, from Huffco
Petroleum Corporation to Adobe Oil & Gas Corporation, approved by
Minerals Management Service effective March 22, 1985.
9. Unit Operating Agreement executed by Conoco Inc. on June
29, 1984, ratified by Huffco Petroleum Corporation by
Subscription, Ratification and Joinder instrument dated July 27,
1984.
10. Unit Agreement for the Exploration, Development and
Operation of the Sword Unit Area, Channel Islands Area, Outer
Continental Shelf, Offshore California, dated effective July 13,
1984, executed by Conoco Inc. and approved by Minerals Management
Service effective July 13, 1984.
1 1. Subscription, Ratification and Joinder, Sword Unit
Area, Channel Islands Area, Outer Continental Shelf, Offshore
California, executed May 24, 1984, by Huffco Petroleum
Corporation.
12. Seismic Data Agreement dated January 30, 1984, between
Conoco Inc. and Huffco Petroleum Corporation.
EXHIBIT X-0
XXXXXXX XXXXXXX XXXXX 00X-00X
OCS-P0322
UNITED STATES OF AMERICA
OUTER CONTINENTAL SHELF
OFFSHORE CALIFORNIA
ASSIGNMENT OF INTEREST
This ASSIGNMENT, from SOCO OFFSHORE, INC., a Delaware
Corporation, whose address is 0000 Xxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxx 00000 (hereinafter called "Assignor") to DELTA PETROLEUM
CORPORATION, a Colorado Corporation, whose address is 000
Xxxxxxxxxxx Xxxxxx, Xxxxx 00 00, Xxxxxx, Xxxxxxxx 00000
(hereinafter called "Assignee");
WITNESSETH:
That Assignor, for and in consideration of the sum of
Ten and No/100 Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, does hereby SELL, TRANSFER, ASSIGN, SET OVER and
CONVEY unto Assignee, subject to the terms and provisions set
forth herein, an undivided 2.02463% interest (hereinafter called
the "Assigned Interest") in and to all rights in the Oil and Gas
Lease more particularly described on Exhibit "A", attached hereto
and made a part hereof for all purposes (hereinafter called the
"Lease"), together with a like interest in and to all xxxxx,
fixtures, equipment, or personal property in, on, or used in
connection with the Lease.
This ASSIGNMENT is made by Assignor and accepted by
Assignee subject to the following:
1. the terms, provisions and conditions of the Lease and
any limitation or contained in the Lease;
2. all obligations and burdens affecting the Lease;
3. the Amended and Restated Exploration Agreement dated as
of February 22, 1982, (hereinafter called the "exploration
Agreement")' and
4. all existing obligations and burdens related to the
Assigned Interest including, but not limited to, all obligations
and burdens described in Exhibit "A".
Assignee may, subject to the restrictions upon
assignments provided in the Exploration Agreement and in any
other agreements to which this Assignment is made subject,
transfer, in whole or in part, its rights under this Assignment.
TO HAVE AND TO HOLD the Assigned Interest hereby
assigned unto Assignee, its successors and assigns forever; and
Assignor hereby binds itself and its successors to
WARRANT and FOREVER DEFEND the title to the Assigned Interest
against every person whomsoever lawfully claiming or to claim the
same, or any part thereof, by, through or under Assignor, but not
otherwise.
The terms and conditions of this Assignment shall extend
to and be binding upon the successors and assigns of the parties.
This assignment is made effective December 1, 1996,
subject to the approval thereof by the Minerals Management
Service, United States Department of the Interior.
IN WITNESS WHEREOF, the parties have executed this
instrument on the dates acknowledged below.
ASSIGNOR:
Witnesses: SOCO OFFSHORE, INC.
Xxxxx X. Xxxxx By:s/Xxxxx X. Xxxxxxxxx
Xxxxx Xxxxxx Xxxxx X. Xxxxxxxxx
Attorney-in-Fact
ASSIGNEE:
Witnesses: DELTA PETROLEUM CORPORATION
Xxxxx X. Xxxxxx
By: /Xxxxxx X. Xxxxxx, Xx.
Xxxxxx X. Xxxxxx, Xx.
Chairman/CEO
STATE OF TEXAS
COUNTY OF XXXXXX
On this 20th day of December 1996, before me appeared
Xxxxx X. Xxxxxxxxx, to me personally known,
who, being by me duly sworn, did say that he is Attorney-in-
Fact for SOCO OFFSHORE, INC., and that the foregoing instrument
was signed on behalf of the corporation by authority of its Board
of Directors, and that Xxxxx X. Xxxxxxxxx acknowledged the
instrument to be the free act and deed of the corporation.
s/Xxxxxxxx Xxxxxx
Notary Public, State of Texas
[SEAL]
Commission Expires: 0-00-00
XXXXX XX XXXXXXXX
XXXXXX XX XXXXXX
Xx this 9th day of December, 1996, before me appeared
Xxxxxx X. Xxxxxx, Xx., to me personally known, who being by me
duly sworn, did say that he is of DELTA PETROLEUM CORPORATION, a
Colorado corporation, and that the foregoing instrument
was signed on behalf of the corporation by authority of its Board
of Directors, and that Xxxxxx X. Xxxxxx, Xx. acknowledged the
instrument to be the free act and deed the corporation.
/Xxxxxx X. Xxxxxxx
Notary Public, State of Colorado
Commission Expires: 5-18-97
[SEAL]
EXHIBIT A
Attached to and made a part of that certain
Assignment of Interest from
SOCO OFFSHORE, INC., Assignor
to DELTA PETROLEUM CORPORATION, Assignee
effective December 1, 1996
SWORD I PROSPECT
Outer Continental Shelf
Channel Islands Area
Offshore California
OCS-P 0322: Oil and Gas Lease dated September 1, 1979,
from the United States of America, Lessor to Conoco Inc., et al.,
Lessee, bearing Serial No. OCS-P 0322, covering all of Block 53N
85W, OCS Leasing Map, Channel Islands Area, CAL-Map No. 6A.
This Assignment is made by Assignor and accepted by Assignee
subject to all of the terms and provisions of the following:
1 . Farmout Agreement dated November 1, 1982, between Conoco
Inc. and Huffco Petroleum Corporation, to which is attached as
Exhibit "D" to Offshore Operating Agreement effective September
1, 1979, executed November 14, 1979, between Conoco Inc. and
American Petrofina Company of Texas, et al.
2. Amendment to Operating Agreement, undated, between
Conoco Inc. and McMoRanFreeport Oil Company, et al., executed
April 24, 1984, by Huffco Petroleum Corporation.
3. Letter Agreement dated January 12, 1983, between Mobil
Oil Corporation and Conoco Inc.
4. Letter Agreement dated January 21, 1983, between Mobil
Oil Corporation, et al. and Conoco Inc., et al.
5. Letter Agreement dated December 6, 1984, between Conoco
Inc. and American Petrofina Company of Texas, et al. (including
Huffco Petroleum Corporation).
6. Letter Agreement dated September 6, 1984, between Mobil
Oil Corporation, et al. and Conoco Inc.; Conditional Letter of
Acceptance dated January 17, 1985, between Conoco Inc. and Mobil
Oil Corporation, et al.
7. Assignment dated May 25, 1983, from Conoco Inc. to
Huffco Petroleum Corporation, approved by Minerals Management
Service effective July 14, 1983.
8. Assignment dated April 17, 1985, effective January 18,
1985, from Weeks Exploration Company to Huffco Petroleum
Corporation, approved by Minerals Management Service effective
January 18, 1985.
9. Assignment dated April 5, 1985, from McMoRan-Freeport
Oil Company to Huffco Petroleum Corporation, approved by Minerals
Management Service effective January 18, 1985.
10. Assignment of Oil and Gas Lease, dated effective May 5,
1983, from Mobil Oil Corporation, et al. to Conoco Inc., et al.
11. Assignment of Oil and Gas Lease, dated effective July 1,
1984, from Mobil Oil Corporation, et al. to Conoco Inc., et al.,
approved by Minerals Management Service December 23, 1985.
12. Letter Agreement dated January 24, 1985, between Huffco
Petroleum Corporation and Adobe Oil & Gas Corporation.
13. Letter Agreement dated March 19, 1985, between Huffco
Petroleum Corporation and Adobe Oil & Gas Corporation;
Conditional Letter of Acceptance dated March 29, 1985, between
said parties.
14. Assignment dated November 27, 1985, approved by Minerals
Management Service effective March 22, 1985, from Huffco
Petroleum Corporation to Adobe Oil & Gas Corporation.
15. Unit Operating Agreement executed by Conoco Inc. on June
29, 1984, ratified by Huffco Petroleum Corporation by
Subscription, Ratification and Joinder instrument dated July 27,
1984.
16. Unit Agreement for the Exploration, Development and
Operation of the Sword Unit Area, Channel Islands Area, Outer
Continental Shelf, Offshore California, dated effective July 13,
1984, executed by Conoco Inc. and approved by Minerals Management
Service effective July 13, 1984.
17. Subscription, Ratification and Joinder, Sword Unit Area,
Channel Islands Area, Outer Continental Shelf, Offshore
California, executed May 24, 1984, by Huffco Petroleum
Corporation.
18. Seismic Data Agreement dated January 30, 1984, between
Conoco Inc. and Huffco Petroleum Corporation.
EXHIBIT X-0
XXXXXXX XXXXXXX XXXXX 00X-00X
OCS-P 0000-X
XXXXXX XXXXXX XX XXXXXXX
OUTER CONTINENTAL SHELF
OFFSHORE CALIFORNIA
ASSIGNMENT OF INTEREST
This ASSIGNMENT, from SOCO OFFSHORE, INC., a Delaware
Corporation, whose address is 0000 Xxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxx 00000 (hereinafter called "Assignor") to DELTA PETROLEUM
CORPORATION, a Colorado Corporation, whose address is 000
Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000
(hereinafter called "Assignee");
WITNESSETH:
That Assignor, for and in consideration of the sum of
Ten and No/100 Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, does hereby SELL, TRANSFER, ASSIGN, SET OVER and
CONVEY unto Assignee, subject to the terms and provisions set
forth herein, an undivided 2.02463% interest (hereinafter called
the "Assigned Interest") in and to all rights in the Oil and Gas
Lease more particularly described on Exhibit "A", attached hereto
and made a part hereof for all purposes (hereinafter called the
"Lease"), together with a like interest in and to all xxxxx,
fixtures, equipment, or personal property in, on, or used in
connection with the Lease.
This ASSIGNMENT is made by Assignor and accepted by
Assignee subject to the following:
1. the terms, provisions and conditions of the Lease and
any limitation or contained in the Lease;
2. all obligations and burdens affecting the Lease;
3. the Amended and Restated Exploration Agreement dated as
of February 22, 1982, (hereinafter called the "Exploration
Agreement")' and
4. all existing obligations and burdens related to the
Assigned Interest including, but not limited to, all obligations
and burdens described in Exhibit "A".
Assignee may, subject to the restrictions upon
assignments provided in the Exploration Agreement and in any
other agreements to which this Assignment is made subject,
transfer, in whole or in part, its rights under this Assignment.
TO HAVE AND TO HOLD the Assigned Interest hereby
assigned unto Assignee, its successors and assigns forever; and
Assignor hereby binds itself and its successors to
WARRANT and FOREVER DEFEND the title to the Assigned Interest
against every person whomsoever lawfully claiming or to claim the
same, or any part thereof, by, through or under Assignor, but not
otherwise.
The terms and conditions of this Assignment shall extend
to and be binding upon the successors and assigns of the parties.
This assignment is made effective December 1, 1996,
subject to the approval thereof by the Minerals Management
Service, United States Department of the Interior.
IN WITNESS WHEREOF, the parties have executed this
instrument on the dates acknowledged below.
ASSIGNOR:
Witnesses: SOCO OFFSHORE, INC.
Xxxxx X. Xxxxx
Xxxxx Xxxxxx By:s/Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
Attorney-in-Fact
ASSIGNEE:
Witnesses: DELTA PETROLEUM CORPORATION
Xxxxx X. Xxxxxx
By: s/Xxxxxx X. Xxxxxx, Xx.
Xxxxxx X. Xxxxxx, Xx.
Chairman/CEO
STATE OF TEXAS
COUNTY OF XXXXXX
On this 20th day of December 1996, before me appeared
Xxxxx X. Xxxxxxxxx, to me personally known, who, being by me duly
sworn, did say that he is Attorney-in-Fact for SOCO OFFSHORE,
INC., and that the foregoing instrument was signed on behalf of
the corporation by authority of its Board of Directors, and that
Xxxxx X. Xxxxxxxxx acknowledged the instrument to be the free act
and deed of the corporation.
s/Xxxxxxxx Xxxxxx
Notary Public, State of Texas
Commission Expires: 7-26-97
[SEAL]
XXXXX XX XXXXXXXX
XXXXXX XX XXXXXX
Xx this 9th day of December, 1996, before me appeared
Xxxxxx X. Xxxxxx, Xx., to me personally known, who being by me
duly sworn, did say that he is of Chairman/CEO of DELTA PETROLEUM
CORPORATION, a Colorado corporation, and that the foregoing
instrument was signed on behalf of the corporation by authority
of its Board of Directors, and that Xxxxxx X. Xxxxxx, Xx.
acknowledged the instrument to be the free act and deed the
corporation.
s/Xxxxxx X. Xxxxxxx
Notary Public, State of Colorado
Commission Expires: 5-18-97
[SEAL]
EXHIBIT A
Attached to and made a part of that certain
Assignment of Interest from
SOCO OFFSHORE, INC., Assignor
to DELTA PETROLEUM CORPORATION, Assignee
effective December 1, 1996
SWORD I PROSPECT
Outer Continental Shelf
Channel Islands Area
Offshore California
OCS-P 0323: Oil and Gas Lease dated September 1, 1979,
from the United States of America, Lessor to Mobil Oil
Corporation and Xxxxxxxx Brothers Oil Company, Lessee,
bearing Serial No. OCS-P 0323, covering all of Block 53N 84W, OCS
Leasing Map, Channel Islands Area, CAL-Map No. 6A, INSOFAR AND
ONLY INSOFAR as said Lease covers the NW/4 and the NW/4 of the
SW/4 of Block 53N 84W.
This Assignment is made by Assignor and accepted by Assignee
subject to all of the terms and provisions of the following:
1 . Farmout Agreement dated November 1, 1982, between Conoco
Inc. and Huffco Petroleum Corporation, to which is attached as
Exhibit "D" to Offshore Operating Agreement effective
September 1, 1979, executed November 14, 1979, between Conoco
Inc. and American Petrofina Company of Texas, et al.
2. Amendment to Operating Agreement, undated, between
Conoco Inc. and McMoRanFreeport Oil Company, et al., executed
April 24, 1984, by Huffco Petroleum Corporation.
3. Letter Agreement dated January 12, 1983, between Mobil
Oil Corporation and Conoco Inc.
4. Letter Agreement dated January 21, 1983, between Mobil
Oil Corporation, et al. and Conoco Inc., et al.
5. Letter Agreement dated December 6, 1984, between Conoco
Inc. and American Petrofina Company of Texas, et al. (including
Huffco Petroleum Corporation).
6. Letter Agreement dated September 6, 1984, between Mobil
Oil Corporation, et al. and Conoco Inc.; Conditional Letter of
Acceptance dated January 17, 1985, between Conoco Inc. and Mobil
Oil Corporation, et al.
7. Assignment dated May 25, 1983, from Conoco Inc. to
Huffco Petroleum Corporation, approved by Minerals Management
Service effective July 14, 1983.
8. Assignment dated April 17, 1985, effective January 18,
1985, from Weeks Exploration Company to Huffco Petroleum
Corporation, approved by Minerals Management Service
effective January 18, 1985.
9. Assignment dated April 5, 1985, from McMoRan-Freeport
Oil Company to Huffco Petroleum Corporation, approved by Minerals
Management Service effective January 18, 1985.
10. Assignment of Oil and Gas Lease, dated effective May 5,
1983, from Mobil Oil Corporation, et al. to Conoco Inc., et al.
11. Assignment of Oil and Gas Lease, dated effective July 1,
1984, from Mobil Oil Corporation, et al. to Conoco Inc., et al.,
approved by Minerals Management Service December 23, 1985.
12. Letter Agreement dated January 24, 1985, between Huffco
Petroleum Corporation and Adobe Oil & Gas Corporation.
13. Letter Agreement dated March 19, 1985, between Huffco
Petroleum Corporation and Adobe Oil & Gas Corporation;
Conditional Letter of Acceptance dated March 29, 1985, between
said parties.
14. Assignment dated November 27, 1985, approved by Minerals
Management Service effective March 22, 1985, from Huffco
Petroleum Corporation to Adobe Oil & Gas Corporation.
15. Unit Operating Agreement executed by Conoco Inc. on June
29, 1984, ratified by Huffco Petroleum Corporation by
Subscription, Ratification and Joinder instrument dated July 27,
1984.
16. Unit Agreement for the Exploration, Development and
Operation of the Sword Unit Area, Channel Islands Area, Outer
Continental Shelf, Offshore California, dated effective July 13,
1984, executed by Conoco Inc. and approved by Minerals Management
Service effective July 13, 1984.
17. Subscription, Ratification and Joinder, Sword Unit Area,
Channel Islands Area, Outer Continental Shelf, Offshore
California, executed May 24, 1984, by Huffco Petroleum
Corporation.
18. Seismic Data Agreement dated January 30, 1984, between
Conoco Inc. and Huffco Petroleum Corporation.
EXHIBIT B
INVESTMENT REPRESENTATION AGREEMENT
Delta Petroleum Corporation
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Gentlemen:
1. Subscription. The undersigned SOCO Offshore, Inc.,
(and designees) hereby agrees to acquire, from Delta Petroleum
Corporation ("DPC" or the "Company") 63,000 shares of the
restricted and legended common stock of DPC (collectively the
"Securities"), in exchange for certain interests in @e federal
leases included in the Sword Unit offshore Santa Barbara,
California, as referenced in that certain agreement of even date
herewith, a copy of which is attached, in a private negotiated
transaction pursuant to Section 3(b) and/or 4(2) of the
Securities Act of 1933 (the "Act") (and the regulations
promulgated thereunder) and/or other applicable statute, rule
and\or regulation.
2. Representations and Warranties. The undersigned
warrants and represents to the Company that.
a. The Securities are being acquired by the
undersigned for investment for its own account, and not with a
view to the offer or sale in connection therewith, or the
distribution thereof, and that the undersigned is not now, and
will not in the future, participate, directly or
indirectly, in an underwriting of any such undertaking except in
compliance with applicable registration provisions of the Act.
b. The undersigned will not @, or cause to be taken,
any action that would cause it to be deemed an underwriter of the
Securities, as deemed in Section 2(l 1) of the Securities Act
of 1933, as amended (the 'Act").
C. The undersigned has been afforded and has utilized
an opportunity to examine such documents and obtain such
information concerning the Company as it may have requested,
including without limitation all publicly available information,
and has had the opportunity to request such other information
(and all information so requested has been provided) for the
purpose of verifying the information furnished to it and for the
purpose of answering any questions it may have had concerning the
business affairs of the Company and it has reviewed to the extent
desired by it, the Articles, Bylaws and Minutes of the Company,
documentation concerning the Company's financial condition,
assets, liabilities, share ownership and capital structure,
operations, sales, management, relationship with Amber Resources
Company and Delta Petroleum Corporation; all documents, comment
letters and responses thereto relating to the
Company's pending S-3 Registration Statement; the existing but
thinly traded public market; public filings; litigation; leases
and lease-related obligations (and the geology and related
properties of such leases), and other material contracts and
matters and all documents filed with the SEC to
date.
d. The undersigned (and its officers, directors and/or
agents, as applicable) have had an opportunity to personally ask
questions of, and receive answers from, one or more of the
officers and directors of the Company and/or the attorneys for
the Company to ascertain and verify the accuracy and
completeness of all material information regarding the Company,
its business and its officers, directors, and
promoters. The undersigned has had an opportunity to ask
questions of and receive answers from duly designated
representatives of the Company concerning the terms and
conditions pursuant to which the Securities are being acquired by
it.
e. The undersigned understands that its acquisition of
the Securities from the Company is a negotiated private
transaction.
f. By reason of the knowledge and experience of the
undersigned (and that of its officers and directors and their
respective advisors and investment bankers) in financial and
business matters in general, and investments in particular, it is
capable of evaluating the merits and risks of an investment in
the Securities.
9. The undersigned is capable of bearing the economic
risks of an investment in the Securities.
h. The undersigned's present financial condition is
such that it is under no present or contemplated future need to
dispose of any portion of the Securities to satisfy any existing
or contemplated undertaking, need or indebtedness.
i. If required to do so, it has retained to advise it,
as to the merits and risks of a prospective
investment in the Securities, a purchaser representative, legal
counsel, financial and accounting advisors, investment bankers,
etc.
j. The undersigned hereby represents and warrants to
the Company that all of the representations, warranties and
acknowledgements contained in this agreement, and the agreements,
if any, to which this document is attached as an exhibit are
true, accurate and complete as of the date herein and
acknowledges that the Company, its officers, directors, agents,
and affiliates have relied on its representations and warranties
herein in consenting to the restricted issuance and/or transfer
of the Securities and the undersigned hereby agrees to indemnify
and hold the Company (together with its officers,
directors, agents and affiliates) harmless with respect to any
and all expenses, claims or litigation (including
without limitation reasonable attorney's fees related thereto)
arising from or related to breach of this
agreement including without limitation breach of any warranty or
representation herein.
3. Restrictions. The undersigned acknowledges and
understands that the Securities are unregistered and must be held
indefinitely by the undersigned and/or its assignees unless they
are subsequently registered under the Act or
an exemption from such registration is available. The
undersigned @er acknowledges that it is fully aware of the
applicable limitations on the resale of the Securities. For
instance, Rule 144 (the "Rule") permits sales of "Restricted
Securities" held for not less than two years and upon compliance
with the requirements of such Rule. Further, the Securities must
be sold in an active market and appropriate information relating
to the Company must be generally available in order to effectuate
a transaction pursuant to the Rule by an affiliate
of the Company. Any and all certificates representing the
Securities and any and all securities issued in replacement in
replacement or conversion thereof or in exchange thereof shall
bear the following legend, or one substantially similar thereto,
which the undersigned has read and understands:
The Securities represented by this Certificate have not
been registered under the Securities Act of 1933 (the "Act") and
are "restricted securities" as that term is deemed in Rule 144
under the Act. The Securities may not be offered for sale, sold
or otherwise transferred except pursuant to an effective
registration statement under the Act or pursuant to an exemption
from registration under the Act, the availability of which is to
be established to the satisfaction of the Company.
The undersigned further agrees that the Company shall have the
right to issue a stop transfer instruction to its transfer agent,
if any, or to note a stop transfer instruction in its stockholder
records, which will prevent any resale of the securities
prior to two years from purchase which is not in compliance with
the Rule or subject to an effective registration statement,
without written consent from the Company, and it acknowledges
that the Company has informed it of its intention
to issue such instructions when and if necessary.
4. Registration Rights. Subject to the approval of an
underwriter, if any, involved in a registration relating to a
public offering of the Company's securities, in the event that
the Company shall file a registration statement (or similar
document) with the U.S. Securities & Exchange Commission on a
form which would legally allow inclusion of the shares issued
pursuant hereto, the Company shall include such shares in such
registration statement, at the Company's sale
cost. At the time of such registration, the undersigned and the
Company shall enter into an indemnification and contribution
agreement containing customary terms pursuant to which the
Company will indemnify the undersigned from liability
arising out of information contained in or required to be
contained in such registration statement and the related
prospectus (other than information provided
in writing by the undersigned).
5. Successors and Assigns. This agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and to the successors and assigns of the Company and to the
personal and legal representatives, heirs, guardians,
successors and permitted assignees of the undersigned.
6. Applicable Law. This agreement shall be governed
by and construed in accordance with the laws of the State of
Colorado and, to the extent it involves any United States
statute, in accordance with the laws of the United States, and
jurisdiction and venue for any dispute related hereto shall be in
the District Court for the City and County of Denver, Colorado.
SOCO Offshore, Inc.
By:s/Xxxxx X. Xxxxxx
Authorized Officer
00-0000000 1221 Xxxxx Suite 1200
Social Security or Tax Address
Identification Number
Houston, Texas 77010
City, State and Zip Code
ACCEPTED:
Delta Petroleum Corporation
By: s/Xxxxxx X. Xxxxxx, Xx.
December 19, 1996
