[LETTERHEAD OF BASIN EXPLORATION, INC.]
June 17, 1999
Xx. Xxxxxxx X. Xxxxx
000 Xxxxxxxxxxx Xx.
Xxxxx 0000
Xxxxxx, XX 00000
Dear Xx. Xxxxx:
Basin Exploration, Inc. (the "Company") and you are parties to an
Underwriting Agreement dated June 17, 1999 (the "Underwriting Agreement"),
pursuant to which the Company and you are selling to Xxxxxxx, Xxxxx & Co.,
Banc of America Securities LLC, Xxxx Xxxxxxxx Xxxxxxx, a division of Xxxx
Xxxxxxxx Incorporated, and Xxxxxx Xxxxxxx & Co., Inc. (collectively, the
"Underwriters") 3,750,000 and 250,000 shares, respectively, of the Company's
common stock, $.01 par value per share, plus, if so elected by the
Underwriters, up to an additional 562,500 and 37,500 shares, respectively, to
cover over-allotments (the "Shares"). In the Underwriting Agreement, the
Company and you have jointly and severally agreed to indemnify the
Underwriters against certain losses incurred in connection with the offer and
sale of the Shares, subject to the terms and conditions set forth therein. By
this letter, the Company agrees to indemnify you from and against liabilities
that you may incur pursuant to the Underwriting Agreement, as set forth
below. Capitalized terms used herein and not defined herein have the meanings
therefor set forth in the Underwriting Agreement.
The Company agrees to indemnify you and hold you harmless from and
against any and all losses, claims, damages, liabilities and judgments
incurred by you pursuant to the Underwriting Agreement caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such losses,
claims, damages, liabilities or judgments are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information relating to you furnished in writing to the Company by you or on
your behalf expressly for use therein.
The Company and you agree that the indemnification procedures set
forth in the Underwriting Agreement, including those relating to notice and
assumption of defense, shall also govern the indemnity provided for herein.
Xx. Xxxxxxx X. Xxxxx
June 17, 1999
Page 2
BASIN EXPLORATION, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
Vice President and General Counsel
AGREED AND ACCEPTED:
/s/ Xxxxxxx X. Xxxxx
----------------------------
Xxxxxxx X. Xxxxx
