ASSIGNMENT AND ASSUMPTION OF WORKING INTEREST IN INITIAL WELL
THIS ASSIGNMENT AND ASSUMPTION OF WORKING INTEREST IN INITIAL WELL (the
"Assignment") is made the 18th day of May, 2004, by and between ITERA
INTERNATIONAL ENERGY CORPORATION, a Florida corporation ("Assignor") and DUNE
ENERGY, INC., a Delaware corporation ("Assignee").
WHEREAS, pursuant to that certain Participation Letter Agreement entered
into on April 7, 2004, by and among Vaquero Partners, LLC, Dune Energy, Inc. and
Itera International Energy Corporation (the "Agreement"), Assignor acquired a
Working Interest equal to 100% of the costs of, and 75% of the net revenues
from, the Initial Well to be drilled on the Welder Lease;
WHEREAS, Assignor desires to assign and Assignee desires to assume the
rights, benefits and obligations of Assignor in its Working Interest in the
Initial Well consistent with Section 8 of the Agreement; and
WHEREAS, all capitalized terms not defined herein shall have the meaning
set forth in the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the sufficiency of which is hereby acknowledged, Assignor and
Assignee agree as follows:
1. Assignor, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, hereby assigns to Assignee all of
Assignor's rights, benefits and obligations in the Working Interest in the
Initial Well under the Agreement, including Assignor's nonoperating interest in
the Joint Operating Agreement that is Exhibit "C" to the Agreement.
2. Assignee, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, hereby accepts Assignor's
assignment and agrees to assume all rights, benefits and obligations of Assignor
with respect to Assignor's Working Interest in the Initial Well, and Assignor
shall have no further rights, benefits and obligations under the Agreement or
the Joint Operating Agreement effective as of the date hereof.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have caused this Assignment to be executed
as of the date first above written.
ASSIGNOR:
ITERA INTERNATIONAL ENERGY CORPORATION
/s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Exec. V.P. & COO
ASSIGNEE:
DUNE ENERGY, INC.
/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Chairman and Chief Executive Officer
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