Exhibit 10.12
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AGREEMENT
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This agreement is made this 18th day of March, 1989, by and between XXXXX
X. XXXXXXX, whose office is at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx
00000 (hereinafter referred to as "Xxxxxxx"), EDGE PETROLEUM CORPORATION, a
Texas corporation, with its principal place of business at 000 Xxxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (hereinafter referred to as the
"Corporation"), XXXXXXX OIL AND GAS CORPORATION ("COG"), KPC INTERESTS, INC.
("KPC"), LAWFORD ENERGY, INC. ("Lawford"), and EDGE HOLDING COMPANY LIMITED
PARTNERSHIP ("EHCLP"), each of COG, KPC, Lawford, and EHCLP are herein sometimes
referred to as a "Partner", or, collectively, the "Partners". This Agreement
supercedes in its entirety that certain agreement attached hereto as an exhibit.
1. Commencing March 1, 1989, and so long as Xxxxxxx is alive, the
Corporation shall pay Xxxxxxx the sum of Forty Thousand Dollars
($40,000.00) per twelve (12) month period. Future payments shall be
made on the 1st day of March in subsequent years. Any payment not
timely made shall bear interest at fifteen percent (15%) per annum
until paid.
2. As consideration for such payment, Xxxxxxx agrees to furnish
consulting services to the Corporation as and to the extent mutually
agreed upon.
3. The Partners agree to use their best efforts to cause Edge Petroleum
Partnership (the "Partnership") to continue to distribute any and all
Reversionary Interests (hereinafter defined), working interests,
royalty interests, or other promoted interests received by the
Partnership (all of which are referred to as "Interests"), to its
partners, in the same manner it has consistently done in the past.
4. Each Partner agrees to maintain at all times with the Controller of
the Corporation its Proportionate Part (as hereinafter defined) of
$40,000.00, but only to the extent such is available from any revenues
which any of them receives by, through or as a result of their
interest in the Partnership, including, without limitation, those on
the Reversionary Interests or such Partners' Partnership Interests, or
any Interest. If the Corporation shall default on its obligation to
pay Xxxxxxx such $40,000.00 as and when due, the Controller of the
Corporation shall make such payment from the funds contributed by the
Partners', whereupon the Partners shall have the obligation to again
contribute their Proportionate Part of $40,000.00 to the extent it is
available from any revenues which they receive as aforesaid. At such
time as the annuity referenced in paragraph 5 hereof shall have been
obtained, the obligations of the Partners hereunder shall terminate.
5. (i) Unless and until the Corporation shall have obtained an annuity
with a major bank or insurance company, reasonably acceptable to
Xxxxxxx, providing for the payment to Xxxxxxx of Three Thousand Three
Hundred Thirty-Three and 33/100 Dollars ($3,333.33) per month during
his life, which shall be used to satisfy the Corporation's obligation
to Xxxxxxx under this Agreement:
(a) Each Partner agrees not to sell, pledge, assign, or mortgage
more than fifty-five percent (55%) of the Reversionary
Interests which any such Partner has received or receives in
the future through or as a result of the joint venture with the
Edge Group.
(b) The Corporation may not sell, assign, pledge, or mortgage any
of the Reversionary Interests which it receives from the Edge
Petroleum Partnership.
(c) The Corporation may not merge, and the Partners will use their
best efforts to cause the Partnership not to merge.
(ii) Notwithstanding the foregoing, nothing in this paragraph 5
shall prevent the Corporation from distributing to its
shareholders income which it receives on the Reversionary
Interests which it owns, prior to the occurrence of a default
by the Corporation, and after the cure thereof. The provisions
of 5(i) are in all respects subject to 5(ii).
6. At such time as Edge Petroleum Corporation establishes the annuity
referred to in paragraph 5 above, the restriction in paragraph 4 shall
terminate.
7. This Agreement shall not restrict the activities of Edge Petroleum
Corporation or Edge Petroleum Partnership except to the extent
expressly provided herein.
8. This Agreement shall in no way affect, restrict, or be binding upon,
in any respect, the Edge Group or Edge I Limited Partnership, Edge II
Limited Partnership, or Edge III Limited Partnership.
9. For purposes hereof, the term "Reversionary Interests" shall mean and
include any and all working interests, reversionary working interests,
leasehold interests, overriding royalty interests, mineral interests,
royalty interests, oil payments, production payments, carried
interests, and any and all other such properties or rights, including
without limitation rights of any kind or character being transferred
by the Twelve Fourteen Corporation and Xxxxx Xxxxxxx to Xxxx
Xxxxxxxxx, Purchaser, pursuant to that certain Stock and Asset
Purchase Agreement, dated October 31, 1988, as amended.
10. The term "Proportionate Part" means the following percentages:
Current Interest
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COG 50.591%
KPC 6.721%
Lawford 5.645%
EHCLP 37.043%
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100.000%
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11. If any Partner violates the provisions of paragraph 5(i)(a), such
Partner must provide Xxxxxxx, within sixty (60) days, with an annuity
referenced in paragraph 5(i) in the principal amount of that
Partner's Proportionate Part of Xxxxxxx'x $3,333.33 per month
payment. No Partner shall have liability for any other Partner's
violation of this Agreement. Each Partner's liability under this
Agreement shall be several and not joint.
IN WITNESS WHEREOF, the parties have signed this Agreement the day and year
first above written.
/s/ Xxxxx X. Xxxxxxx
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XXXXX X. XXXXXXX
XXXXXXX OIL & GAS CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, President
KPC INTERESTS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
EDGE PETROLEUM CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, President
EDGE HOLDING COMPANY LIMITED
PARTNERSHIP
By: /s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx,
General Partner
LAWFORD ENERGY, INC.
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, President
