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EXHIBIT 2.2
ESCROW AGREEMENT
(XXXXXXX MONEY)
THIS ESCROW AGREEMENT (as the same may from time to time be
amended or modified and including any and all written instructions given to
"Escrow Agent" (hereinafter defined) pursuant hereto, this "Escrow Agreement")
is made and entered into as of October 31, 1995 by and among Southern Mineral
Corporation, a Nevada Corporation ("Buyer"), and Stone & Xxxxxxx Incorporated,
a Delaware corporation, and Stone & Xxxxxxx Oil Company, Inc., a Texas
corporation ("Seller", and together with Buyer, sometimes referred to
collectively as the "Other Parties"), and TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, a national banking association with its principal offices in
Houston, Xxxxxx County, Texas (the "Bank").
W I T N E S S E T H :
WHEREAS, in connection with certain matters described in
Exhibit A attached hereto, Seller has requested that Buyer deposit, and Buyer
has agreed to deposit, a certain cash sum in an escrow fund to be maintained
pursuant to this Escrow Agreement; and
WHEREAS, Buyer and Seller have requested Bank to act in the
capacity of escrow agent under this Escrow Agreement, and Bank, subject to the
terms and provisions hereof, has agreed so to do;
NOW, THEREFORE, in consideration of the premises and mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:
1. Appointment of Escrow Agent. Each of Buyer and
Seller hereby appoints the Bank as the escrow agent under this Escrow Agreement
(the Bank in such capacity, the "Escrow Agent"), and Escrow Agent hereby
accepts such appointment.
2. Deposit. Upon execution of this Escrow Agreement,
Buyer will deliver to the Escrow Agent the sum of ONE MILLION AND NO/100
DOLLARS ($1,000,000.00) (as said amount may increase or decrease as a result of
the investment and reinvestment thereof and as said amount may be reduced by
charges thereto and payments and setoffs therefrom to compensate or reimburse
Escrow Agent for amounts owing to it pursuant hereto, the "Deposit") to be held
by Escrow Agent in accordance with the terms hereof. Subject to and in
accordance with the terms and conditions hereof, Escrow Agent agrees that it
shall receive, hold in escrow, invest and reinvest and release or distribute
the Deposit. It is hereby expressly stipulated and agreed that all interest
and other earnings on the Deposit shall become a part of the Deposit for all
purposes, and that all losses resulting from the investment or reinvestment
thereof from time to time and all amounts charged thereto to compensate or
reimburse the Escrow Agent from time
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to time for amounts owing to it hereunder shall from the time of such loss
or charge no longer constitute part of the Deposit.
3. Investment of the Deposit. Escrow Agent shall invest
and reinvest the Deposit in the manner determined by Escrow Agent, unless
otherwise instructed in writing by the Other Parties. Such written
instructions, if any, referred to in the foregoing sentence shall specify the
type and identity of the investments to be purchased and/or sold and shall also
include the name of the broker-dealer, if any, which Other Parties direct the
Escrow Agent to use in respect of such investment, any particular settlement
procedures required, if any (which settlement procedures shall be consistent
with industry standards and practices), and such other information as Escrow
Agent may require. Escrow Agent shall not be liable for failure to invest or
reinvest funds absent sufficient written direction. Unless Escrow Agent is
otherwise directed in such written instructions, Escrow Agent may use a
broker-dealer of its own selection, including a broker-dealer owned by or
affiliated with Escrow Agent or any of its affiliates. It is expressly agreed
and understood by the parties hereto that Escrow Agent shall not in any way
whatsoever be liable for losses on any investments, including, but not limited
to, losses from market risks due to premature liquidation or resulting from
other actions taken pursuant to this Escrow Agreement.
Receipt, investment and reinvestment of the Deposit shall be
confirmed by Escrow Agent as soon as practicable by account statement, and any
discrepancies in any such account statement shall be noted by the Other Parties
to Escrow Agent within 30 calendar days after receipt thereof. Failure to
inform Escrow Agent in writing of any discrepancies in any such account
statement within said 30-day period shall conclusively be deemed confirmation
of such account statement in its entirety. For purposes of this paragraph, (a)
each account statement shall be deemed to have been received by the party to
whom directed on the earlier to occur of (i) actual receipt thereof and (ii)
three "Business Days" (hereinafter defined) after the deposit thereof in the
United States Mail, postage prepaid and (b) the term "Business Day" shall mean
any day of the year, excluding Saturday, Sunday and any other day on which
national banks are required or authorized to close in Houston, Texas.
4. Disbursement of Deposit. Escrow Agent is hereby
authorized to make disbursements of the Deposit only as follows:
(a) To Sellers pursuant to the Closing of the Purchase
and Sale Agreement identified in Exhibit A attached hereto.
(b) To Sellers in the event of termination by Sellers
under Section 12.a of the Purchase and Sale Agreement.
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(c) To Sellers, upon failure to Buyer to pay or tender
the Sales Price at the Closing, upon certification of Buyer's such
default pursuant to Section 18 of the Purchase and Sale Agreement.
(d) Otherwise to Buyer.
(e) The foregoing disbursements shall be made upon
receipt of written instructions signed by both Buyer and Seller and
otherwise in form and substance satisfactory to Escrow Agent, in
accordance with such instruction.
(f) As permitted by this Escrow Agreement, to Escrow
Agent.
(g) Into the registry of the court in accordance with
Sections 8 or 15 hereof.
Notwithstanding anything contained herein or elsewhere to the contrary, the
Other Parties hereby expressly agree that the Escrow Agent shall be entitled to
charge the Deposit for, and pay and set-off from the Deposit, any and all
amounts, if any, then owing to it pursuant to this Escrow Agreement prior to
the disbursement of the Deposit in accordance with clauses (a) through (g)
(both inclusive) of this Section 4.
5. Tax Matters. Each of the Other Parties shall provide
Escrow Agent with its taxpayer identification number documented by an
appropriate Form W 8 or Form W 9 upon execution of this Escrow Agreement.
Failure so to provide such forms may prevent or delay disbursements from the
Deposit and may also result in the assessment of a penalty and Escrow Agent's
being required to withhold tax on any interest or other income earned on the
Deposit. Any payments of income shall be subject to applicable withholding
regulations then in force in the United States or any other jurisdiction, as
applicable.
6. Scope of Undertaking. Escrow Agent's duties and
responsibilities in connection with this Escrow Agreement shall be purely
ministerial and shall be limited to those expressly set forth in this Escrow
Agreement. Escrow Agent is not a principal, participant or beneficiary in any
transaction underlying this Escrow Agreement and shall have no duty to inquire
beyond the terms and provisions hereof. Escrow Agent shall have no
responsibility or obligation of any kind in connection with this Escrow
Agreement or the Deposit and shall not be required to deliver the Deposit or
any part thereof or take any action with respect to any matters that might
arise in connection therewith, other than to receive, hold, invest, reinvest
and deliver the Deposit as herein provided. Without limiting the generality of
the foregoing, it is hereby expressly agreed and stipulated by the parties
hereto that Escrow Agent shall not be required to exercise any discretion
hereunder and shall have no investment or management responsibility and,
accordingly, shall have no duty to, or liability for its failure to, provide
investment recommendations or investment advice to the Other Parties or either
of them.
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Escrow Agent shall not be liable for any error in judgment, any act or
omission, any mistake of law or fact, or for anything it may do or refrain from
doing in connection herewith, except for, subject to Section 7 hereinbelow, its
own willful misconduct or gross negligence. It is the intention of the parties
hereto that Escrow Agent shall never be required to use, advance or risk its
own funds or otherwise incur financial liability in the performance of any of
its duties or the exercise of any of its rights and powers hereunder.
7. Reliance; Liability. Escrow Agent may rely on, and
shall not be liable for acting or refraining from acting in accordance with,
any written notice, instruction or request or other paper furnished to it
hereunder or pursuant hereto and believed by it to have been signed or
presented by the proper party or parties. Escrow Agent shall be responsible
for holding, investing, reinvesting and disbursing the Deposit pursuant to this
Escrow Agreement; provided, however, that in no event shall Escrow Agent be
liable for any lost profits, lost savings or other special, exemplary,
consequential or incidental damages in excess of Escrow Agent's fee hereunder
and provided, further, that Escrow Agent shall have no liability for any loss
arising from any cause beyond its control, including, but not limited to, the
following: (a) acts of God, force majeure, including, without limitation, war
(whether or not declared or existing), revolution, insurrection, riot, civil
commotion, accident, fire, explosion, stoppage of labor, strikes and other
differences with employees; (b) the act, failure or neglect of any Other Party
or any agent or correspondent or any other person selected by Escrow Agent; (c)
any delay, error, omission or default of any mail, courier, telegraph, cable or
wireless agency or operator; or (d) the acts or edicts of any government or
governmental agency or other group or entity exercising governmental powers.
Escrow Agent is not responsible or liable in any manner whatsoever for the
sufficiency, correctness, genuineness or validity of the subject matter of this
Escrow Agreement or any part hereof or for the transaction or transactions
requiring or underlying the execution of this Escrow Agreement, the form or
execution hereof or for the identity or authority of any person executing this
Escrow Agreement or any part hereof or depositing the Deposit.
8. Right of Interpleader. Should any controversy arise
involving the parties hereto or any of them or any other person, firm or entity
with respect to this Escrow Agreement or the Deposit, or should a substitute
escrow agent fail to be designated as provided in Section 15 hereof, or if
Escrow Agent should be in doubt as to what action to take, Escrow Agent shall
have the right, but not the obligation, either to (a) withhold delivery of the
Deposit until the controversy is resolved, the conflicting demands are
withdrawn or its doubt is resolved, or (b) institute a petition for
interpleader in any court of competent jurisdiction to determine the rights of
the parties hereto. In the event Escrow Agent is a party to any dispute,
Escrow Agent shall have the additional right to refer such controversy to
binding arbitration. Should a petition for interpleader be instituted, or
should Escrow Agent be threatened with litigation or become involved in
litigation or binding arbitration in any manner whatsoever in connection with
this Escrow Agreement or the Deposit, the Other Parties hereby jointly and
severally agree to
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reimburse Escrow Agent for its attorneys' fees and any and all other expenses,
losses, costs and damages incurred by Escrow Agent in connection with or
resulting from such threatened or actual litigation or arbitration prior to any
disbursement hereunder.
9. Indemnification. The Other Parties hereby jointly
and severally indemnify Escrow Agent, its officers, directors, partners,
employees and agents (each herein called an "Indemnified Party") against, and
hold each Indemnified Party harmless from, any and all expenses, including,
without limitation, attorneys' fees and court costs, losses, costs, damages and
claims, including, but not limited to, costs of investigation, litigation and
arbitration, tax liability and loss on investments suffered or incurred by any
Indemnified Party in connection with or arising from or out of this Escrow
Agreement, except such acts or omissions as may result from the willful
misconduct or gross negligence of such Indemnified Party. IT IS THE EXPRESS
INTENT OF EACH OF BUYER AND SELLER TO INDEMNIFY EACH OF THE INDEMNIFIED PARTIES
FOR, AND HOLD THEM HARMLESS AGAINST, THEIR OWN NEGLIGENT ACTS OR OMISSIONS.
10. Compensation and Reimbursement of Expenses. The
Other Parties hereby agree to pay Escrow Agent for its services hereunder in
accordance with Escrow Agent's fee schedule as in effect from time to time and
to pay all expenses incurred by Escrow Agent in connection with the performance
of its duties and enforcement of its rights hereunder and otherwise in
connection with the preparation, operation, administration and enforcement of
this Escrow Agreement, including, without limitation, attorneys' fees,
brokerage costs and related expenses incurred by Escrow Agent. The foregoing
notwithstanding, the Other Parties shall be jointly and severally liable to
Escrow Agent for the payment of all such fees and expenses. In the event the
Other Parties for any reason fail to pay any such fees and expenses as and when
the same are due, such unpaid fees and expenses shall be charged to and set off
and paid from the Deposit by Escrow Agent without any further notice.
11. Lien. Each of the Other Parties hereby grants to
Escrow Agent a lien upon, and security interest in, all its right, title and
interest in and to all of the Deposit as security for the payment and
performance of its obligations owing to Escrow Agent hereunder, including,
without limitation, its obligations of payment, indemnity and reimbursement
provided for hereunder, which lien and security interest may be enforced by
Escrow Agent without notice by charging, and setting-off and paying from, the
Deposit any and all amounts then owing to it pursuant to this Escrow Agreement
or by appropriate foreclosure proceedings.
12. Notices. Any notice or other communication required
or permitted to be given under this Escrow Agreement by any party hereto to any
other party hereto shall be considered as properly given if in writing and (a)
delivered against receipt therefor, (b) mailed by registered or certified mail,
return receipt requested and postage prepaid or (c) sent by telefax machine, in
each case to the address, or telefax number, as the case may be, set forth
below:
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If to Escrow Agent:
Texas Commerce Bank National Association
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000
Attn: Xxx Xx
Corporate Trust/Escrow Section
Telefax No.: (713) [216-2495]
If to Buyer:
Southern Mineral Corporation
Attn: Xxxxxx X. Xxxxx
President
00000 Xxxxxxxxxx #000
Xxxxxxx, Xxxxx 00000
Telefax No.: 713/872-5232
If to Seller:
Stone & Xxxxxxx, Incorporated
Attn: Xxxxxxxx Xxxxxx
Title: Executive Vice President
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X. Xxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Telefax No.: 212/290-7575
Stone & Xxxxxxx Oil Company, Inc.
Attn: Xxxxxxx X. Xxxxxx
President
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000
Telefax No.: 713/658-9273
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Except to the extent otherwise provided in the second paragraph of Section 3
hereinabove, delivery of any communication given in accordance herewith shall
be effective only upon actual receipt thereof by the party or parties to whom
such communication is directed. Any party to this Escrow Agreement may change
the address to which communications hereunder are to be directed by giving
written notice to the other party or parties hereto in the manner provided in
this section.
13. Consultation with Legal Counsel. Escrow Agent may
consult with its counsel or other counsel satisfactory to it concerning any
question relating to its duties or responsibilities hereunder or otherwise in
connection herewith and shall not be liable for any action taken, suffered or
omitted by it in good faith upon the advice of such counsel.
14. Choice of Laws; Cumulative Rights. This Escrow
Agreement shall be construed under, and governed by, the laws of the State of
Texas, excluding, however, (a) its choice of law rules and (b) the portions of
the Texas Trust Code Sec. 111.001, et seq. of the Texas Property Code
concerning fiduciary duties and liabilities of trustees. All of Escrow Agent's
rights hereunder are cumulative of any other rights it may have at law, in
equity or otherwise. The parties hereto agree that the forum for resolution of
any dispute arising under this Escrow Agreement shall be Xxxxxx County, Texas,
for purposes of their Agreement, and each of the Other Parties hereby consents,
and submits itself, to the jurisdiction of any state or federal court sitting
in Xxxxxx County, Texas, for such purpose.
15. Resignation. Escrow Agent may resign hereunder upon
ten (10) days' prior notice to the Other Parties. Upon the effective date of
such resignation, Escrow Agent shall deliver the Deposit to any substitute
escrow agent designated by Other Parties in writing. If the Other Parties fail
to designate a substitute escrow agent within ten (10) days after the giving of
such notice, Escrow Agent may institute a petition for interpleader. Escrow
Agent's sole responsibility after such 10-day notice period expires shall be to
hold the Deposit (without any obligation to reinvest the same) and to deliver
the same to a designated substitute escrow agent, if any, or in accordance with
the directions of a final order or judgment of a court of competent
jurisdiction, at which time of delivery Escrow Agent's obligations hereunder
shall cease and terminate.
16. Assignment. This Escrow Agreement shall not be
assigned by either of the Other Parties without the prior written consent of
Escrow Agent (such assigns of the Other Parties to which Escrow Agent consents,
if any, and Escrow Agent's assigns being hereinafter referred to collectively
as "Permitted Assigns").
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17. Severability. If one or more of the provisions
hereof shall for any reason be held to be invalid, illegal or unenforceable in
any respect under applicable law, such invalidity, illegality or
unenforceability shall not affect any other provisions hereof, and this Escrow
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein, and the remaining provisions hereof
shall be given full force and effect.
18. Termination. This Escrow Agreement shall terminate
upon the disbursement, in accordance with Sections 4 or 15 hereof, of the
Deposit in full; provided, however, that in the event all fees, expenses, costs
and other amounts required to be paid to Escrow Agent hereunder are not fully
and finally paid prior to termination, the provisions of Section 10 hereof
shall survive the termination hereof and, provided further, that the last two
sentences of Section 8 hereof and the provisions of Section 9 hereof shall, in
any event, survive the termination hereof.
19. General. The section headings contained in this
Escrow Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Escrow Agreement. This Escrow
Agreement and any affidavit, certificate, instrument, agreement or other
document required to be provided hereunder may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute but one and the same instrument. Unless the context
shall otherwise require, the singular shall include the plural and vice versa,
and each pronoun in any gender shall include all other genders. The terms and
provisions of this Escrow Agreement constitute the entire agreement among the
parties hereto in respect of the subject matter hereof, and neither the Other
Parties nor Escrow Agent has relied on any representations or agreements of the
other, except as specifically set forth in this Escrow Agreement. This Escrow
Agreement or any provision hereof may be amended, modified, waived or
terminated only by written instrument duly signed by the parties hereto. This
Escrow Agreement shall inure to the benefit of, and be binding upon, the
parties hereto and their respective heirs, devisees, executors, administrators,
personal representatives, successors, trustees, receivers and Permitted
Assigns. This Escrow Agreement is for the sole
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and exclusive benefit of the Other Parties and the Escrow Agent, and nothing
in this Escrow Agreement, express or implied, is intended to confer or shall
be construed as conferring upon any other person any rights, remedies or any
other type or types of benefits.
20. As between Seller and Buyer, nothing herein shall
alter their respective rights and duties under the Purchase and Sale Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Escrow Agreement to be effective as of the date first above written.
SOUTHERN MINERAL CORPORATION
By: Xxxxxx X. Xxxxx
____________________________________
Name: Xxxxxx X. Xxxxx
Title: President
00000 Xxxxxxxxxx #000
Xxxxxxx, Xxxxx 00000
Telefax No.: 713/872-5232
"BUYER"
STONE & XXXXXXX, INCORPORATED
By:___________________________________
Name: Xxxxxxxx Xxxxxx
Title: _______________________________
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X. Xxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Telefax No.:___________________________
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STONE & XXXXXXX OIL COMPANY, INC.
By: Xxxxxxx X. Xxxxxx
___________________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000
Telefax No.: 713/658-0351
"SELLER"
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
________________________________________
By: Xxx Xx
_____________________________________
Name: Xxx Xx
___________________________________
Title: Trust Officer
__________________________________
"ESCROW AGENT"
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EXHIBIT A
Purchase and Sale Agreement dated as of October 31, 1995, by and among
Stone & Xxxxxxx, Incorporated and Stone & Xxxxxxx Oil Company, Inc., as
Sellers, and Southern Mineral Corporation, as Buyer.
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TEXAS COMMERCE BANK NATIONAL ASSOCIATION
CORPORATE TRUST
ESCROW FEE SCHEDULE
Fees for the Bank's standard services shall be as follows:
New Account Acceptance Fee $ 500.00
Payable Upon Account Opening
Minimum Administrative Fee $3,000.00
Payable Upon Account Opening and
in Advance for each year in which
we act as Escrow Agent
A New Account Acceptance Fee will be charged for the Bank's review of the
Escrow Agreement along with any related account documentation. A one (1) year
Minimum Administration Fee will be assessed for any account which is funded.
The account will be invoiced in the month in which the account is opened and
annually thereafter. Payment of the invoice is due 30 days following receipt.
The Administrative Fee will cover a maximum of fifteen (15) annual
administrative hours for the Bank's standard Escrow services including account
setup, safekeeping of assets, investment of funds, collection of income and
other receipts, preparation of statements comprising account activity and asset
listing, and distribution of assets in accordance with the specific terms of
the Escrow Agreement.
Extraordinary Services:
Any additional services beyond our standard services as specified above, such
as annual administrative activities in excess of fifteen (15) hours and all
expenses including attorney's fees will be considered extraordinary services
for which related costs, transaction charges, and additional fees will be
billed at the Bank's standard rate.
Modification of Fees:
Circumstances may arise necessitating a change in the foregoing fee schedule.
The Bank will attempt at all times, however, to maintain the fees at a level
which is fair and reasonable in relation to the responsibilities assumed and
the duties performed.
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HOLDERS OF TITLE OF EVALUATED ASSETS OF
SPRUCE HILLS PRODUCTION COMPANY, INC.
(Note: All references are to prospects situated in the Province of Alberta,
Canada)
HELD IN NAME OF SPRUCE HILLS PRODUCTION COMPANY, INC.:
Xxxxxxx River Gas Unit No. 1
Ghost Pine Unit
Gilby Viking Unit No. 1, Segment B
Halkirk Upper Mannville "R" Pool Unit
Leahurst Glauconitic "B" Pool Unit
Xxxxxx Xxxxxxx Sand Unit No. 1
Nipisi Gilwood Xxxx Xx. 0
Xxxxxxx Xxxxxxx Xxxx Xx. 00
Pouce Coupe S. Boundary "B" Xxxx #0
Xxxxxx Xxxxx Xxxxxxxx Xxxx Xx. 0
The Lindale Cardium Unit
Xxxxxxxxxx Unit No. 4
HELD IN TRUST BY CODY ENERGY CANADA LIMITED:
See Declaration of Trust dated as of May 31, 1995 from Cody to SHPC
HELD IN TRUST BY PRL RESOURCES INC.:
See Trust Agreement dated as of October 15, 1995 from PRL to SHPC
HELD IN TRUST BY EXCEL ENERGY, INC.:
Xxxxxxx
HELD IN TRUST BY NEW CACHE PETROLEUM LTD.:
Halkirk West
HELD IN TRUST BY SUMMIT RESOURCES LIMITED:
Two Creek
EXHIBIT "D"
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STONE & XXXXXXX OIL COMPANY
ALLOCATION VALUES
FIELD WELL RESERVOIR
Word North Xxxxxx #3 Xxxxxxx 0
Word North Hathaway Xxxxxxx Gas Unit #2 Xxxxxxx 1,000
Word North Xxxxxx #1 Xxxxxxx 147,000
Word North Xxxxxxx Unit #1,2,3,4 Xxxxxxx 0
Word North Hathaway #7 Xxxxxxx 30,000
Word North Hathaway #6 Xxxxxxx 20,000
Word Xxxxx Xxxxxxxx #0 Xxxxxxx 10,000
Word North Xxxxx Unit #1-7 Xxxxxxx 1,000
Xxxxxx Xxxxx #0 Xxxxxx 0000
Xxxxxx Xxxxx #3 8400 800,000
Xxxxxx Xxxxxxxx #2 Xxxxxx 8200 85,000
Xxxxxx Xxxxxxxx #3 Xxxxxx 8600 2,800,000
Xxxxxx Freude #1 8600 3,129,890
Xxxxxx Xxxxxx #1 Xxxxxx 8300 620,000
Xxxxxx Xxxxxx #2 Xxxxxx 8750 245,000
Other Non Oil & Gas Assets 270,110
8,940,000
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PURCHASE PRICE ALLOCATIONS
VENTURE RESOURCES
Anadarko Gathering System $ 40,000
Xxxx Area Gathering System $ 200,000
Xxxxxx Area Gathering System $ 300,000
Xxxxxx/Xxxxxxx Area Gathering System $ 10,000
Xxxxxx Gathering System $ 4,852
Xxxxxx Gathering System $ 0
Four League Bay System $ 150,000
Xxxxxxx County Pipeline System $ 15,000
Xxxxx County Gathering System $ 0
Eufaula Gathering System $ 30,000
Other Fixed Assets $ 10,148
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$ 760,000
EXHIBIT "E-2"
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[STONE & XXXXXXX OIL COMPANY, INC. LETTERHEAD]
November 1, 1995
Xxx Xx
Texas Commerce Bank, N.A.
000 Xxxxxx Xx., 00xx Xxxxx
Xxxxxxx, Xxxxx 00000
RE: Escrow Agreement by and among
Stone & Xxxxxxx Oil/Xxxxx & Xxxxxxx, Inc./Southern Mineral
Dear May:
In accordance with my conversations with the two other signatory
parties to our Escrow Agreement and my several conversations with you this
afternoon, please direct the $1,000,000 in our Escrow Account to the "Hanover"
U.S. Treasury Money Market Fund. I have inserted "Hanover" at your request.
To avoid any confusion, I have attached a copy of the page 10 from your
fax to Xxxxxx & Xxxxxx of this afternoon wherein the appropriate fund has been
noted.
Also enclosed please find the three Taxpayer Identification Number
Certification forms for Stone & Xxxxxxx Oil Company, Inc., Stone & Xxxxxxx,
Inc. and Southern Mineral Corporation.
If there is anything further that you require, please do not hestitate
to contact the undersigned.
We will fax this letter with attachments to expedite the process and
likewise courier a hard copy.
Yours very truly,
/s/ XXXX X. XXXXXXX
____________________________________
XXXX X. XXXXXXX
Vice President - Land
AGREED AND ACCEPTED THIS 1st day of
NOVEMBER, 1995
/s/ XXXXXX X. XXXXX
___________________________________
XXXXXX X. XXXXX, President
SOUTHERN MINERAL CORPORATION
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TAXPAYER IDENTIFICATION NUMBER CERTIFICATION
NOTE: Parts I, II and III must be completed.
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
PART I: MUST BE COMPLETED -- TYPE OR PRINT
___________________________________________________________________________________________________________________________________
|
ACCOUNT STYLE: Southern Mineral/Stone & Xxxxxxx Account | TAXPAYER IDENTIFICATION NUMBER
_____________________________________________________________ |
A/C #1691500 | (provide number of first account holder listed)
____________________________________________________________________________ |
|
____________________________________________________________________________ | Social Security Number
|
/ / BASIC / / CHECKING / / WITH INT / / MONEY MKT # ______________ | _ _ _ - _ _ - _ _ _ _
|
/ / INDIVIDUAL SVGS / / ONEPLUS SUPERSAVINGS / / CORPORATE SVGS # ______ |
| Employer Identification Number
/ / TDA CUSTOMER #________________ |
| /x/ 3 6 2 0 6 8 6 7 6
INV. TYPE CERTIFICATE # ($) ____________________________________ | _ _ _ _ _ _ _ _ _
|
__________________________________ ____________________________________ | Southern Mineral Corporation
_______________________________________________________________________________|___________________________________________________
PART II: MUST BE COMPLETED -- SIGN IN INK Cross out if you have been notified by the IRS that you are subject to backup
withholding because of underreporting of interest or dividends and such
notification is still valid.
___________________________________________________________________________________________________________________________________
BACKUP WITHHOLDING CERTIFICATION
Under penalties of perjury, I certify that I am not subject to backup withholding either because I have not been notified
that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the Internal
Revenue Service has notified me that I am no longer subject to backup withholding.
/x/ Xxxxxx X. Xxxxx President 11/1/95
______________________________ ______________________________ ______________________________
Signature Title Date
___________________________________________________________________________________________________________________________________
PART III: COMPLETE AS APPLICABLE (CHECK ONE ONLY) -- SIGN IN INK IN THE APPROPRIATE SPACE.
___________________________________________________________________________________________________________________________________
/ / INDIVIDUALS / / PARTNERSHIPS / / ESTATES/TRUSTS / / SOLE PROPRIETORSHIP
Under penalties of perjury, I certify that the number shown on this form is my correct taxpayer identification number.
______________________________ ______________________________ ______________________________
Signature Title Date
___________________________________________________________________________________________________________________________________
/ / NON-RESIDENT ALIENS
I hereby warrant that the account holder:
1. If an indivdiual,
o Is not a citizen or resident of the United States; and
o Has not been present in the United States for 183 days or more during the calendar year, and doesn't plan to be
(or his/her country has a tax treaty with the United States that exempts his/her transactions from U.S. taxes);
and
o That the gains from his/her transactions with the broker are not effectively connected (related) to any U.S.
trade or business he/she is engaged in or plans to engage in during the year, or his/her country has a tax treaty
with the United States that exempts his/her transactions from U.S. taxes.
2. If a corporation, partnership, estate or trust,
o Is not a U.S. corporation, partnership, estate or trust, and
o That the gains from its transactions with the broker are not effectively connected (related) to any U.S. trade or
business it is engaged in or plans to engage in during the year, or its country has a tax treaty with the United
States that exempts the transactions from U.S. taxes.
Under penalties of perjury, I certify that to the best of my knowledge and belief, the above statements and warranties are
correct and the account holder qualifies as a foreign person.
______________________________ ______________________________ ______________________________
Signature Title Date
___________________________________________________________________________________________________________________________________
/X/ COMMERCIAL
I hereby warrant that the account holder qualifies as one or more of the following (as defined in the Internal
Revenue Code);
o Corporation o Foreign government or agency o Entity registered under Investment
o Tax-exempt organization under thereof Company Act of 1940
Section 501(a) o International organization or o Common trust fund operated by a
o U.S. government or agency thereof agency thereof bank under Section 584(a)
o State or political subdivision of o Foreign central bank of issue o Middleman (including nominee or custodian)
United States o Individual retirement plan o Financial institution
o Securities or commodities dealer o Real estate investment trust o Futures commission merchant
Under penalties of perjury, I certify that the above statements and warranties are true and that the number shown on this form
is my correct taxpayer identification number.
/x/ Xxxxxx X. Xxxxx President 11/1/95
______________________________ ______________________________ ______________________________
Signature Title Date
___________________________________________________________________________________________________________________________________
18
TAXPAYER IDENTIFICATION NUMBER CERTIFICATION
NOTE: Parts I, II and III must be completed.
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
PART I: MUST BE COMPLETED -- TYPE OR PRINT
___________________________________________________________________________________________________________________________________
|
ACCOUNT STYLE: Southern Mineral/Stone & Xxxxxxx Account | TAXPAYER IDENTIFICATION NUMBER
_____________________________________________________________ |
A/C #1691500 | (provide number of first account holder listed)
____________________________________________________________________________ |
|
____________________________________________________________________________ | Social Security Number
|
/ / BASIC / / CHECKING / / WITH INT / / MONEY MKT # ______________ | _ _ _ - _ _ - _ _ _ _
|
/ / INDIVIDUAL SVGS / / ONEPLUS SUPERSAVINGS / / CORPORATE SVGS # ______ |
| Employer Identification Number
/ / TDA CUSTOMER # _______________ |
| /s/ 1 3-5 4 1 6 9 1 0
INV TYPE CERTIFICATE # ($) ____________________________________ | _ _ _ _ _ _ _ _ _
|
__________________________________ ____________________________________ | Stone & Xxxxxxx Incorporated
_______________________________________________________________________________|___________________________________________________
PART II: MUST BE COMPLETED -- SIGN IN INK Cross out if you have been notified by the IRS that you are subject to backup
withholding because of underreporting of interest or dividends and such
notification is still valid.
___________________________________________________________________________________________________________________________________
BACKUP WITHHOLDING CERTIFICATION
Under penalties of perjury, I certify that I am not subject to backup withholding either because I have not been notified
that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the Internal
Revenue Service has notified me that I am no longer subject to backup withholding.
/x/ Xxxxxxx X. Xxxxxx Agent Nov. 1, 1995
______________________________ ______________________________ ______________________________
Signature Title Date
___________________________________________________________________________________________________________________________________
PART III: COMPLETE AS APPLICABLE (CHECK ONE ONLY) -- SIGN IN INK IN THE APPROPRIATE SPACE.
___________________________________________________________________________________________________________________________________
/ / INDIVIDUALS / / PARTNERSHIPS / / ESTATES/TRUSTS / / SOLE PROPRIETORSHIP
Under penalties of perjury, I certify that the number shown on this form is my correct taxpayer identification number.
______________________________ ______________________________ ______________________________
Signature Title Date
___________________________________________________________________________________________________________________________________
/ / NON-RESIDENT ALIENS
I hereby warrant that the account holder:
1. If an indivdiual,
o Is not a citizen or resident of the United States; and
o Has not been present in the United States for 183 days or more during the calendar year, and doesn't plan to be
(or his/her country has a tax treaty with the United States that exempts his/her transactions from U.S. taxes);
and
o That the gains from his/her transactions with the broker are not effectively connected (related) to any U.S.
trade or business he/she is engaged in or plans to engage in during the year, or his/her country has a tax treaty
with the United States that exempts his/her transactions from U.S. taxes.
2. If a corporation, partnership, estate or trust,
o Is not a U.S. corporation, partnership, estate or trust, and
o That the gains from its transactions with the broker are not effectively connected (related) to any U.S. trade or
business it is engaged in or plans to engage in during the year, or its country has a tax treaty with the United
States that exempts the transactions from U.S. taxes.
Under penalties of perjury, I certify that to the best of my knowledge and belief, the above statements and warranties are
correct and the account holder qualifies as a foreign person.
______________________________ ______________________________ ______________________________
Signature Title Date
___________________________________________________________________________________________________________________________________
/X/ COMMERCIAL
I hereby warrant that the account holder qualifies as one or more of the following (as defined in the Internal
Revenue Code);
o Corporation o Foreign government or agency o Entity registered under Investment
o Tax-exempt organization under thereof Company Act of 1940
Section 501(a) o International organization or o Common trust fund operated by a
o U.S. government or agency thereof agency thereof bank under Section 584(a)
o State or political subdivision of o Foreign central bank of issue o Middleman (including nominee or custodian)
United States o Individual retirement plan o Financial institution
o Securities or commodities dealer o Real estate investment trust o Futures commission merchant
Under penalties of perjury, I certify that the above statements and warranties are true and that the number shown on this form
is my correct taxpayer identification number.
/x/ Xxxxxxx X. Xxxxxx Agent Nov. 1, 1995
______________________________ ______________________________ ______________________________
Signature Title Date
___________________________________________________________________________________________________________________________________
19
TAXPAYER IDENTIFICATION NUMBER CERTIFICATION
NOTE: Parts I, II and III must be completed.
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
PART I: MUST BE COMPLETED -- TYPE OR PRINT
___________________________________________________________________________________________________________________________________
|
ACCOUNT STYLE: Southern Mineral/Stone & Xxxxxxx Account | TAXPAYER IDENTIFICATION NUMBER
_____________________________________________________________ |
A/C #1691500 | (provide number of first account holder listed)
____________________________________________________________________________ |
|
____________________________________________________________________________ | Social Security Number
|
/ / BASIC / / CHECKING / / WITH INT / / MONEY MKT # ______________ | _ _ _ - _ _ - _ _ _ _
|
/ / INDIVIDUAL SVGS / / ONEPLUS SUPERSAVINGS / / CORPORATE SVGS # ______ |
| Employer Identification Number
/ / TDA CUSTOMER # _______________ |
| /s/ 7 4-1 7 1 6 3 2 5
INV TYPE CERTIFICATE ($) ____________________________________ | _ _ _ _ _ _ _ _ _
|
__________________________________ ____________________________________ | Stone & Xxxxxxx Oil Company, Inc.
_______________________________________________________________________________|___________________________________________________
PART II: MUST BE COMPLETED -- SIGN IN INK Cross out if you have been notified by the IRS that you are subject to backup
withholding because of underreporting of interest or dividends and such
notification is still valid.
___________________________________________________________________________________________________________________________________
BACKUP WITHHOLDING CERTIFICATION
Under penalties of perjury, I certify that I am not subject to backup withholding either because I have not been notified
that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the Internal
Revenue Service has notified me that I am no longer subject to backup withholding.
/x/ Xxxxxxx X. Xxxxxx President Nov. 1, 1995
______________________________ ______________________________ ______________________________
Signature Title Date
___________________________________________________________________________________________________________________________________
PART III: COMPLETE AS APPLICABLE (CHECK ONE ONLY) -- SIGN IN INK IN THE APPROPRIATE SPACE.
___________________________________________________________________________________________________________________________________
/ / INDIVIDUALS / / PARTNERSHIPS / / ESTATES/TRUSTS / / SOLE PROPRIETORSHIP
Under penalties of perjury, I certify that the number shown on this form is my correct taxpayer identification number.
______________________________ ______________________________ ______________________________
Signature Title Date
___________________________________________________________________________________________________________________________________
/ / NON-RESIDENT ALIENS
I hereby warrant that the account holder:
1. If an indivdiual,
o Is not a citizen or resident of the United States; and
o Has not been present in the United States for 183 days or more during the calendar year, and doesn't plan to be
(or his/her country has a tax treaty with the United States that exempts his/her transactions from U.S. taxes);
and
o That the gains from his/her transactions with the broker are not effectively connected (related) to any U.S.
trade or business he/she is engaged in or plans to engage in during the year, or his/her country has a tax treaty
with the United States that exempts his/her transactions from U.S. taxes.
2. If a corporation, partnership, estate or trust,
o Is not a U.S. corporation, partnership, estate or trust, and
o That the gains from its transactions with the broker are not effectively connected (related) to any U.S. trade or
business it is engaged in or plans to engage in during the year, or its country has a tax treaty with the United
States that exempts the transactions from U.S. taxes.
Under penalties of perjury, I certify that to the best of my knowledge and belief, the above statements and warranties are
correct and the account holder qualifies as a foreign person.
______________________________ ______________________________ ______________________________
Signature Title Date
___________________________________________________________________________________________________________________________________
/X/ COMMERCIAL
I hereby warrant that the account holder qualifies as one or more of the following (as defined in the Internal
Revenue Code);
o Corporation o Foreign government or agency o Entity registered under Investment
o Tax-exempt organization under thereof Company Act of 1940
Section 501(a) o International organization or o Common trust fund operated by a
o U.S. government or agency thereof agency thereof bank under Section 584(a)
o State or political subdivision of o Foreign central bank of issue o Middleman (including nominee or custodian
United States o Individual retirement plan o Financial institution
o Securities or commodities dealer o Real estate investment trust o Futures commission merchant
Under penalties of perjury, I certify that the above statements and warranties are true and that the number shown on this form
is my correct taxpayer identification number.
/x/ Xxxxxxx X. Xxxxxx President Nov. 1, 1995
______________________________ ______________________________ ______________________________
___________________________________________________________________________________________________________________________________
