EXHIBIT 10.11
JOINT EXPLORATION AGREEMENT
This Joint Exploration Agreement (the "Agreement") is made as of the 8th
day of December, 1997 by and between Xxxxxxxx Offshore, LLC, a Nevada limited
liability company ("Xxxxxxxx") and Bois d'Arc Resources, a Louisiana partnership
("Bois d'Arc") of Xxxxx X. Xxxxxx ("Xxxxxx") and Xxxx X. Xxxxxxx ("Blackie").
WHEREAS, Xxxxxxxx and Bois d'Arc desire to enter into a joint exploration
program with respect to certain oil and gas prospects identified by Bois d'Arc.
NOW, THEREFORE, in consideration of the mutual agreements herein contained,
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. With respect to the three prospect areas identified on Exhibit A
attached hereto (collectively, the "Phase I Areas"), Xxxxxxxx shall have the
right to review and participate therein. In the event Xxxxxxxx elects to
participate in any such prospect within the Phase I Areas (a "Phase I
Prospect"), it shall notify Bois d'Arc of its intent to participate therein no
later than January 15, 1998. Xxxxxxxx shall reimburse Bois d'Arc for 50% of
seismic data acquisition and geological/geophysical data and leasehold
acquisition costs (collectively, the "Exploration Costs") incurred by Bois d'Arc
with respect to each Phase I Area in which it elects to participate and Bois
d'Arc shall assign to Xxxxxxxx a 40% interest in each Phase I Prospect within
such Phase I Area; provided that Bois d'Arc shall have the right to retain a 2%
of 8/8ths overriding royalty interest therein. Xxxxxxxx shall be responsible for
50% of the drilling costs before casing point relating to the initial test well
for each such Phase I Prospect it elects to participate in and thereafter, 40%
of all further costs. With respect to the three prospect areas identified on
Exhibit A, Xxxxxxxx agrees to participate in either all or none of the Phase I
Prospects within each of the Phase I Areas.
2. For a period of five (5) years, commencing on January 1, 1998 (the
"Development Period"), Bois d'Arc shall be responsible for identifying ideas for
oil and gas prospects within the state coastal waters of Louisiana and Texas and
corresponding federal offshore waters (the "Region"); provided, however the
Region shall exclude the existing areas of mutual interest previously entered
into by Bois d'Arc and identified on Exhibit B attached hereto. Bois d'Arc shall
present such ideas, together with recommendations on 3-D seismic testing, to
Xxxxxxxx for review and consideration. In the event Xxxxxxxx elects to further
pursue a prospect idea presented to it, Xxxxxxxx and Bois d'Arc shall agree upon
an area of mutual interest ("AMI") to further develop the prospect ideas.
Xxxxxxxx shall have a period of 30 days following presentation to either elect
to further pursue such prospect idea or to decline participation. Xxxxxxxx'x
decision shall be delivered to Bois d'Arc in writing. If Xxxxxxxx declines to
participate in an idea presented to it, Bois d'Arc shall have the right to
pursue such idea on its own and shall have no further obligation to Xxxxxxxx
under this Agreement with respect to such matter.
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3. With respect to any particular AMI, the parties shall acquire seismic
data relating thereto, with Xxxxxxxx being responsible for 80% and Bois d'Arc
20% of the costs therefor. Bois d'Arc shall assign the seismic data acquisition
and other upfront costs to each Phase II Prospect. Based upon the seismic data,
Bois d'Arc shall present to Xxxxxxxx in writing identified prospects within the
AMI ("Phase II Prospects") and Xxxxxxxx shall have a period of 30 days to elect
in writing to participate in each such Phase II Prospect so identified. If
Xxxxxxxx does not elect to participate in a Phase II Prospect and Bois d'Arc
elects to pursue such Phase II Prospect, Bois d'Arc shall pay to Xxxxxxxx an
amount equal to Xxxxxxxx'x share of the Exploration Costs incurred with respect
to such Phase II Prospect. The parties agree that during the first 24 months of
the Development Period they will use their best efforts to spend not less than
$5,000,000 on seismic data (the "Seismic Cost Commitment"). In the event the
parties elect to pursue a Phase II Prospect, Xxxxxxxx shall be responsible for
80% and Bois d'Arc 20% of the leasehold acquisition costs and any additional
Exploration Costs.
4. With respect to any Phase II Prospects generated within the AMI,
Xxxxxxxx shall be assigned a 33% interest and Bois d'Arc a 67% interest therein.
Bois d'Arc shall have the right to retain a 2% of 8/8ths overriding royalty
interest in each such Phase II Prospect. If Xxxxxxxx elects not to participate
in the drilling of the initial test well on a Phase II Prospect, Bois d'Arc will
have the right, but not the obligation, to acquire Xxxxxxxx'x interest in such
Phase II Prospect for its own account for an amount equal to Xxxxxxxx'x share of
the seismic and up front costs assigned to such Phase II Prospect.
5. All drilling and related costs with respect to development of the Phase
II Prospect shall be shared by Xxxxxxxx and Bois d'Arc proportionately based on
their respective interest in such Phase II Prospects. If a party elects not to
participate in the completion of the initial test well for a Phase II Prospect,
it shall have no further rights or interest in such Phase II Prospect. Bois
d'Arc Operating Corporation, or any other entity selected and controlled by
Xxxxxx and Blackie, will be named operator of each Phase II Prospect, which will
be governed by an AAPL 610 Joint Operating Agreement similar to the Joint
Operating Agreement dated December 4, 1995 for the Snapper Prospect, except that
operating fees will be at current industry rates.
6. Bois d'Arc agrees to provide Xxxxxxxx with full access, in Bois d'Arc's
offices, to all seismic data relating to the prospects hereunder or, if not
permitted to do so, shall share with Xxxxxxxx on the basis provided in Section 3
above the cost for Xxxxxxxx to obtain a partner's license in order to evaluate
the prospects.
7. Bois d'Arc shall give Xxxxxxxx a right of first refusal on the sale to a
third party of any of its 67% interest in a Phase II Prospect; provided that
such right shall be limited such that Xxxxxxxx may not own more than a 45%
interest in any Phase II Prospect; provided, further, that such right of first
refusal shall not apply to the extent the sale is to parties that participated
with Bois d'Arc prior to the date of this Agreement in the area of mutual
interest identified on Exhibit X. Xxxxxxxx shall acquire any such additional
interest on the same terms as such interest is offered to a third party. Bois
d'Arc agrees that it will retain not less than a 25% interest in each such Phase
II Prospect in which Xxxxxxxx has retained a 33% or greater interest. In
connection with a sale to a third party of an interest in a Phase II Prospect,
all proceeds received as reimbursement of Exploration Costs shall be distributed
80% to Xxxxxxxx and 20% to Bois d'Arc. Such proceeds will consist of cash
reimbursement only and will not include (i) any overriding royalty interest,
(ii) carried working interest retained by Bois d'Arc or (iii) any prospect
generation fee charged to third parties, which prospect fee shall not exceed
$200,000 per prospect (on an 8/8ths basis).
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8. At the time the first well on a Phase II Prospect is either spudded or
the Phase II Prospect is sold to a third party, any Exploration Costs previously
incurred which have been allocated to such Phase II Prospect that have not been
recovered in connection with a sale of an interest therein to a third party, as
provided in Section 7 above, will be reallocated based on the ratio of
Xxxxxxxx'x and Bois d'Arc's respective working interests to each others retained
working interest in the Phase II Prospect.
9. Xxxxxxxx shall cause Xxxxxxxx Resources, Inc. ("CRI") to issue to Bois
d'Arc warrants entitling it to acquire up to 1,000,000 shares of common stock,
$.50 par value ("Common Stock"), of CRI (the "Warrants"). The exercise price for
shares of Common Stock shall be the closing price of the Common Stock, as
reported by the New York Stock Exchange, on the date of this Agreement. The
Warrants shall vest (and the number of shares of Common Stock that may be
acquired pursuant to exercise of the Warrants) as follows: 50,000 shares shall
vest each such time that Xxxxxxxx agrees to set production casing on the initial
test well or a substitute therefor with respect to a Phase II Prospect;
provided, however, that in no event shall the number of shares that may be
acquired hereunder exceed 1,000,000. All Warrants that vest shall terminate on
December 31, 2007. Any Warrants that have not vested by January 1, 2005 shall
terminate on such date. CRI shall deliver to Bois d'Arc a warrant agreement and
certificate evidencing the Warrants issued hereunder in a form satisfactory to
the parties.
10. Bois d'Arc, Xxxxx X. Xxxxxx and Xxxx X. Xxxxxxx each agree that they
will not, directly or indirectly, develop any properties in the Region during
the Development Period other than pursuant to the terms of this Agreement,
unless Xxxxxxxx elects not to participate with Bois d'Arc as provided herein.
11. In the event that Xxxxxxxx fails to fund its share of expenditures
hereunder within 45 days of the receipt of an invoice for such expenditures, in
addition to any other remedies available to Bois d'Arc hereunder, Bois d'Arc
shall have the right to terminate this Agreement with respect to future
development in the Region. Upon termination of this Agreement, the AMI will
consist solely of that area over which 3-D seismic data has been acquired under
the terms of Section 3 above. Except as otherwise provided herein, this
Agreement shall terminate at the expiration of the five year period set forth in
Section 2 above. Each AMI created hereunder will terminate two years after
termination of this Agreement.
12. This Agreement is not intended to create a partnership or similar
relationship between Xxxxxxxx and Bois d'Arc. Except as specifically provided
herein, neither party shall have the authority to enter into any agreement on
behalf of the other party without such other party's prior written approval.
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13. If any provision of this Agreement is held to be illegal, invalid or
unenforceable, the legality, validity and enforceability of the remaining
provisions hereof shall not be affected thereby.
14. Neither party shall disclose the terms of this Agreement without the
written consent of the other party hereto; provided, however, that Xxxxxxxx may
make such public disclosures as may be required in the opinion of counsel to
comply with applicable federal and state securities laws. Xxxxxxxx agrees to
provide to Bois d'Arc written notice of and copies of any press releases prior
to making any such public announcement.
15. This Agreement and the transactions contemplated hereby shall be
governed by and construed in accordance with the laws of the State of Texas.
16. This Agreement embodies the entire agreement between Bois d'Arc and
Xxxxxxxx relating to the subject matter hereof and supersedes all prior
agreements, written or oral.
17. This Agreement shall not be amended unless in writing signed by both
parties.
18. This Agreement shall be binding upon and inure to the benefit of Bois
d'Arc and Xxxxxxxx and their respective successors, assigns and legal
representatives. Neither party shall assign this Agreement or any rights
hereunder without the prior written consent of the other party. Notwithstanding
the foregoing, Bois d'Arc shall have the right to assign this Agreement and all
rights and obligations hereunder to an entity controlled by Xxxxxx and Blackie.
For purposes hereof, an entity shall be controlled by Xxxxxx and Blackie if
Xxxxxx and Blackie own, directly or indirectly, in the aggregate 100% of the
ownership interest in such entity.
19. This Agreement may be executed in counterparts, each of which shall be
deemed an original and together shall constitute one instrument.
20. Each party agrees to perform, execute and deliver any such additional
documents as may reasonably be requested to consummate or effect the
transactions contemplated hereby.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date written above.
XXXXXXXX OFFSHORE, LLC
By:/s/M.XXX XXXXXXX
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M. Xxx Xxxxxxx, President
BOIS D'ARC RESOURCES
By:/s/XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Partner
By:/s/XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
Partner
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