EXHIBIT 4.1
AGREEMENT
This Agreement is entered into this 19th day of January,
1999 among Xxxxxx X. Xxxxxx, Xx., a resident of Dallas, Texas;
Xxxxxxx V. W. Xxxxxx, a resident of The Woodlands, Texas; Xxxxx
Xxxxx, a resident of Dallas, Texas; Xxxxxxx Xxxxx, a resident of
Dallas, Texas; Xxxxxxx Xxxxxx Xxxxxxx a resident of Dallas,
Texas; (collectively, the "Sellers") and H. Xxxxx Xxxxxxx, a
resident of Dallas, Texas; Xxxxxxx X. Xxxxxxxx, a resident of
Dallas, Texas; Xxxxxxxxx X. Xxxx, a resident of Dallas, Texas;
Xxxx Xxxxx, a resident of Dallas, Texas; Xxxx Xxxxxx, a resident
of Dallas, Texas; Xxxxx Xxxxxxx, a resident of Dallas, Texas;
Xxxxxx Xxxxx, individually and as Trustee of the Xxxxxxxx
Children's Trust, a resident of Carrollton, Texas; and Xxxxxxxxx
X. Xxxxxx, a resident of Rowlett, Texas (collectively, the
"Purchasers").
RECITALS
WHEREAS, Purchasers are today purchasing from Sellers the
outstanding capital stock of Gladstone Resources, Inc. (the
"Company") owned by Sellers pursuant to that certain Stock
Purchase Agreement (the "Stock Purchase Agreement") among Sellers
and Purchasers;
WHEREAS, it is a condition precedent to Purchasers entering
into and consummating the stock purchase under the Stock Purchase
Agreement that Sellers enter into this Agreement;
NOW, THEREFORE, for and in consideration of the premises and
the mutual undertakings and agreements contained in this
Agreement, the sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. CONSENT. The Company has entered into that certain Purchase
and Sale Agreement (the "Sale Agreement") with EXCO Resources,
Inc. ("EXCO") pursuant to which the Company will sell (the
"Sale") to EXCO certain of its oil and gas properties that
generate approximately 80-85% of the Company's revenue. Each
Seller is familiar with the Sale Agreement and its impact on the
Company and hereby approves and consents to the Sale under the
Sale Agreement. Each Seller acknowledges that Purchasers are
entering into the Stock Purchase Agreement in part in reliance
upon this consent of the Sellers and the other agreements of
Sellers contained herein.
2. INDEMNIFICATION. Each Seller hereby agrees, jointly and
severally, to indemnify and hold harmless each Purchaser and his,
her or its respective heirs, executors, administrators,
successors and assigns, from and against any and all claims,
demands, actions, causes of action, losses, costs, damages,
liabilities and expenses, including, without limitation,
reasonable legal fees, in any manner arising out of or as a
result of the Sale.
3. BOARD OF DIRECTORS. Each Seller agrees to take or cause to
be taken, all such action as shall be necessary to cause
Xxxxxxxxx X. Xxxx, Xxxxxxx X. Xxxxxxxx, H. Xxxxx Xxxxxxx, Xxxx
Xxxxxx and Xxxxxxxxx X. Xxxxxx to be appointed to and constitute
all the members of the Board of Directors of the Company.
4. ENTIRE AGREEMENT. This document sets forth the entire
Agreement and understanding between the parties hereto related to
the subject matter described herein and together with the Stock
Purchase Agreement and other agreements referenced therein and
executed in connection therewith merges and supersedes all prior
and contemporaneous discussions and documents relating to such
subject matter.
5. FURTHER DOCUMENTS. Following the execution hereof, to the
extent deemed reasonably necessary, the parties shall execute and
deliver all additional documents or instruments as shall be
necessary or appropriate to carry out the intent of this
Agreement.
6. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective heirs,
executors, administrators, successors and assigns.
7. HEADINGS. Descriptive headings contained in this Agreement
are for convenience only and shall not control or effect the
meaning or construction of any provision hereof.
8. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall constitute together but one
in the same instrument.
9. GOVERNING LAW; VENUE. The validity, construction and
enforcement of this Agreement shall be governed in all respects
by the laws of the State of Texas without reference to applicable
conflict of law provisions. Venue to any action brought with
respect to this Agreement shall be solely in Dallas County,
Texas.
[Signature page follows]
SELLERS: PURCHASERS:
_________________________ _______________________________
Xxxxxx X. Xxxxxx, Xx. H. Xxxxx Xxxxxxx
_________________________ _______________________________
Xxxxxxx V. W. Xxxxxx Xxxxxxx X. Xxxxxxxx
_________________________ _______________________________
Xxxxx Xxxxx Xxxxxxxxx X. Xxxx
_________________________ _______________________________
Xxxxxxx Xxxxx Xxxx Xxxxx
_________________________ _______________________________
Xxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxxxx
_______________________________
Xxxxx Xxxxxx
_______________________________
Xxxxxx Xxxxx
_______________________________
Xxxxxxxx Children's Trust
_______________________________
Xxxxxxxxx Xxxxxx
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