UNDERSTANDING REGARDING NAME USAGE
Exhibit
(d)(8)
This
UNDERSTANDING REGARDING NAME USAGE (this “Agreement”), dated as of November 3, 2011 but
to be effective as set forth below, is made by and between Xxxxxxx Exploration Company (the
“Company”) and its subsidiaries, Xxxxxxx, Inc. and Xxxxxxx Oil & Gas, L.P. (each a “Xxxxxxx
Company” and collectively, the “Xxxxxxx Companies”), Xxx X. Xxxxxxx (“Xxxxxxx”), and Statoil USA
Properties Inc., a Delaware corporation (“Statoil”).
RECITALS
WHEREAS, the Xxxxxxx Companies have used the names set forth above as their corporate names in
connection with their respective businesses; and
WHEREAS, Brigham’s name is also Xxxxxxx, and therefore he has legal rights to use the name
Xxxxxxx; and
WHEREAS, Fargo Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of
Statoil, Statoil ASA and the Company have entered into an Agreement and Plan of Merger dated as of
October 17, 2011 (the “Merger Agreement”), pursuant to which, among other things, (i) Fargo
Acquisition Inc. will commence an Offer to purchase the common stock of the Company, and (ii) after
the acquisition of common stock pursuant to the Offer, Fargo Acquisition Inc. shall merge with and
into the Company, with the Company being the surviving corporation (the “Merger”). At the
“Effective Time” (as such term is defined in the Merger Agreement) and as a result of the Merger,
the separate corporate existence of Fargo Acquisition Inc. shall cease and the Company shall
continue as the surviving corporation of the Merger;
WHEREAS, effective as of the Effective Time, the Xxxxxxx Companies and Xxxxxxx wish to confirm
each party’s intentions with respect to the use of the name Xxxxxxx.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
AGREEMENT
1. This Agreement is effective as of the Effective Time and will not take effect if the
Effective Time does not occur.
2. Each Xxxxxxx Company shall be free to use its current corporate name each in the same
manner and for the same purposes as used by the respective Xxxxxxx Company prior to the Effective
Time for a reasonable period of time, not to exceed eighteen (18) months, after the Effective Time
(the “Wind-Down Period”), during which period each Xxxxxxx Company will change its corporate name
to a name that does not include “Xxxxxxx”. Additionally, following such change of name and during
the remainder of the Wind-Down Period, each Xxxxxxx Company will be entitled to state on company
letterhead and similar materials the new company name of such Xxxxxxx Company followed by “formerly
known as” or “f/k/a” Xxxxxxx Exploration Company, Xxxxxxx, Inc. or Xxxxxxx Oil & Gas, L.P., as
applicable.
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3. During the Wind-Down Period, Xxxxxxx will not utilize any of the names of the Xxxxxxx
Companies or any name including any combination of the word “Xxxxxxx” plus any one or more of the
following: “Exploration”, “Oil” or “Gas”, unless he obtains the prior written consent of Parent.
4. Each party agrees (and agrees to cause its affiliates) not to contest, challenge or
interfere with each other party’s exercise of its rights to utilize the name Xxxxxxx as permitted
by law and in accord with this Agreement.
5. Each party agrees, at the expense of the requesting party, to execute and deliver all other
documents as may be reasonably necessary to satisfy the intents and purposes set forth in this
Agreement.
6. This Agreement shall be governed by and construed in accordance with the laws of the United
States of America and of the State of Texas.
IN WITNESS WHEREOF, the Xxxxxxx Companies, Xxxxxxx and Statoil executed or have caused their
duly authorized representatives to execute this Agreement effective as of the date first above
written.
| Xxxxxxx Exploration Company | ||||||
| By: Name: |
/s/ Xxxxxx X. Xxxxxxxx, Xx.
|
|||||
| Title: | Chief Financial Officer and Executive Vice President |
|||||
| Xxxxxxx, Inc. | ||||||
| By: Name: |
/s/ Xxxxxx X. Xxxxxxxx, Xx.
|
|||||
| Title: | Chief Financial Officer and Executive Vice President |
|||||
| Xxxxxxx Oil & Gas, L.P. | ||||||
| By: Xxxxxxx, Inc., its general partner | ||||||
| By: Name: |
/s/ Xxxxxx X. Xxxxxxxx, Xx.
|
|||||
| Title: | Chief Financial Officer and Executive Vice President |
|||||
| Xxx X. Xxxxxxx | ||||||
| /s/ Xxx X. Xxxxxxx | ||||||
| Statoil USA Properties Inc. | ||||||
| By: | /s/ X.X. Xxxxxx | |||||
| Name: | X.X. Xxxxxx | |||||
| Title: | Vice President — Asset Development | |||||
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