EXHIBIT 1
VOTING AGREEMENT
This VOTING AGREEMENT (the "AGREEMENT"), dated as of July 12, 2004, is
entered into by and among Vulcan Energy Corporation, a Delaware corporation
("VULCAN"), Xxxxx Xxxxxxxx Capital Advisors, L.P., a California limited
partnership ("XXXXX XXXXXXXX") and EnCap Investments L.L.C., a Delaware limited
liability company ("ENCAP"). Each of Xxxxx Xxxxxxxx and EnCap is sometimes
referred to herein as a "SUPPORTING STOCKHOLDER" and collectively, as the
"SUPPORTING STOCKHOLDERS," and each of Vulcan, Xxxxx Xxxxxxxx and EnCap is
sometimes referred to herein as a "PARTY" and collectively, as the "PARTIES."
WHEREAS, Vulcan, Prime Time Acquisition Corporation, a Delaware
corporation and wholly owned subsidiary of Vulcan ("PURCHASER"), and Plains
Resources Inc., a Delaware corporation (the "COMPANY"), have entered into an
Agreement and Plan of Merger, dated as of February 19, 2004 (the "ORIGINAL
MERGER Agreement"), which, in conjunction with the execution and delivery of
this Agreement, is being amended for the principal purpose of increasing the per
share cash price to be paid in the Merger (as defined below) to $17.25 by
Amendment No. 1 to the Agreement and Plan of Merger, dated as of the date of
this Agreement (the "AMENDMENT" and together with the Original Merger Agreement,
as such may be amended from time to time, the "MERGER AGREEMENt"), pursuant to
which Vulcan, Purchaser and the Company have agreed, upon the terms and subject
to the conditions set forth therein, to merge Purchaser with and into the
Company, with the Company continuing as the surviving corporation (the
"MERGER"), and upon consummation of the Merger, among other things, each
outstanding share of common stock, par value $0.10 per share, of the Company
(the "COMMON Stock"), other than shares held by Vulcan, Purchaser, Xxxxx X.
Xxxxxx, an individual, and Xxxx X. Xxxxxxx, an individual, will be converted
into the right to receive a specified amount of cash;
WHEREAS, as of the date hereof, (a) Xxxxx Xxxxxxxx is the record and
beneficial owner of, and has the sole right to vote and dispose of, 1,665,300
shares of Common Stock (the "XXXXX XXXXXXXX SHARES") and (b) EnCap is the record
and beneficial owner of, and has the sole right to vote and dispose of,
1,174,219 shares of the Common Stock (the "ENCAP SHARES," and together with the
Xxxxx Xxxxxxxx Shares, the "SHARES"); and
WHEREAS, as a condition to its willingness to enter into the Amendment,
Vulcan has required that each of the Supporting Stockholders agree, and each of
the Supporting Stockholders is willing to agree, to the matters set forth
herein.
NOW, THEREFORE, in consideration of the foregoing and the agreements set
forth below, the Parties agree as follows:
ARTICLE I
VOTING OF SHARES
1.1 Voting Agreement.
Each of the Supporting Stockholders hereby agrees to vote, or to
cause to be voted, all of its respective Shares at any annual, special or other
meeting of the stockholders of the Company, and at any adjournment or
adjournments thereof, or pursuant to any consent in lieu of a meeting or in any
other circumstances upon which any vote or consent or other approval of the
stockholders of the Company is sought, which such Supporting Stockholder has the
right to so vote:
(a) in favor of the approval and adoption of the Merger
Agreement, the Merger and any actions required in furtherance thereof;
(b) against any proposal to the stockholders of the
Company that would be reasonably likely to prevent the consummation of the
Merger or to result in the breach by the Company of the Merger Agreement;
(c) against (i) any significant corporate transaction,
such as a merger, consolidation, share exchange, rights offering,
reorganization, recapitalization, reclassification or liquidation involving the
Company or any of its subsidiaries, other than the Merger, (ii) any Acquisition
Proposal (as defined in the Merger Agreement), other than the Merger, or (iii)
any action that could materially impede, interfere with, delay, postpone or
adversely affect the consummation of the Merger or the transactions contemplated
by the Merger Agreement or this Agreement;
(d) against any change in the composition of the Board of
Directors of the Company, other than as contemplated by the Merger Agreement;
and
(e) against any amendment to the Second Restated
Certificate of Incorporation of the Company or the Bylaws of the Company, as
amended.
1.2 Irrevocable Proxy.
Each Supporting Stockholder hereby irrevocably appoints Vulcan
and each of its executive officers from and after the date hereof until the
earlier to occur of the Effective Time (as defined in the Merger Agreement) and
the termination of this Agreement pursuant to Section 7.3 (at which point such
appointment shall automatically terminate) as such Supporting Stockholder's sole
and exclusive attorneys, agents and proxies (such constitution and appointment,
the "Irrevocable Proxy"), with full power of substitution and resubstitution, to
vote and otherwise act with respect to all of such Supporting Stockholder's
Shares at any meeting of the stockholders of the Company (whether annual or
special and whether or not an adjourned or postponed meeting), and in any action
by written consent of the stockholders of the Company, on the matters and in the
manner specified in Section 1.1. THIS PROXY AND POWER OF ATTORNEY ARE
IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE
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EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON
TO WHOM A SUPPORTING STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF
THIS AGREEMENT. Upon the execution of this Agreement, all prior proxies and
powers of attorney given by each Supporting Stockholder with respect to all of
such Supporting Stockholder's Shares issued or issuable in respect thereof on or
after the date of this Agreement are hereby revoked, and no subsequent proxy or
power of attorney shall be given (and if given, shall not be effective) by such
Supporting Stockholder. Any obligation of a Supporting Stockholder shall be
binding on the successors and assigns of such Supporting Stockholder.
1.3 Prohibition.
Each Supporting Stockholder hereby agrees not to enter into any
agreement or understanding with any Person the effect of which would be
inconsistent with, or violative of, the provisions of this Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF XXXXX XXXXXXXX
Xxxxx Xxxxxxxx represents and warrants to Vulcan and EnCap as
follows:
2.1 Binding Agreement.
Xxxxx Xxxxxxxx is a limited partnership, duly organized, validly
existing and in good standing under the Laws of the State of California and has
full power and authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement and the consummation of the transactions contemplated by this
Agreement have been duly and validly approved, and no other actions on the part
of Xxxxx Xxxxxxxx are necessary to approve this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by Xxxxx Xxxxxxxx and (assuming due authorization,
execution and delivery by Vulcan and EnCap) this Agreement constitutes a valid
and binding obligation of Xxxxx Xxxxxxxx, enforceable against Xxxxx Xxxxxxxx in
accordance with its terms.
2.2 No Conflict.
Neither the execution and delivery of this Agreement by Xxxxx
Xxxxxxxx, nor the consummation by Xxxxx Xxxxxxxx of the transactions
contemplated hereby, nor compliance by Xxxxx Xxxxxxxx with any of the terms or
provisions hereof, will (a) violate any provision of its certificate of
formation and limited partnership agreement or other organizational documents,
or (b) violate any Law, judgment, order, writ, decree or injunction applicable
to Xxxxx Xxxxxxxx, or any of its or his properties or assets, or (c) violate,
conflict with, result in a breach of any provision of or the loss of any benefit
under, constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, result in the termination of or a right
of termination or
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cancellation under, accelerate the performance required by, or result in the
creation of any security interests, liens, charges, security interests, options,
claims, mortgages, pledges, proxies, voting trusts or agreements, obligations,
understandings or arrangements or other restrictions on title or transfer of any
nature whatsoever ("ENCUMBRANCES") (other than Encumbrances created by this
Agreement) upon any of the properties or assets of Xxxxx Xxxxxxxx under, any of
the terms, conditions or provisions of any note, bond, mortgage, indenture, deed
of trust, license, lease, agreement or other instrument or obligation to which
Xxxxx Xxxxxxxx is a party, or by which it or any of its properties or assets may
be bound or affected.
2.3 Ownership of Shares.
(a) Xxxxx Xxxxxxxx is the record and beneficial owner (as
defined Section 5.3 hereof) of the number of Xxxxx Xxxxxxxx Shares set forth in
the recitals hereto, free and clear of any Encumbrances and free from any other
limitation or restriction (including, but not limited to, any restriction on the
right to vote, sell or otherwise dispose of the Xxxxx Xxxxxxxx Shares). There
are no outstanding options or other rights to acquire from Xxxxx Xxxxxxxx, or
obligations of Xxxxx Xxxxxxxx to sell or to dispose of, any of the Xxxxx
Xxxxxxxx Shares. Xxxxx Xxxxxxxx holds exclusive power to vote the number of
Xxxxx Xxxxxxxx Shares set forth in the recitals hereto, subject to the
limitations set forth in Article 1 hereof. As of the date of this Agreement, the
number of Xxxxx Xxxxxxxx Shares set forth in the recitals hereto represents all
of the shares of capital stock of the Company owned by Xxxxx Xxxxxxxx, and Xxxxx
Xxxxxxxx does not own any options or other rights to acquire shares of capital
stock of the Company. Xxxxx Xxxxxxxx has sole voting power and sole power to
issue instructions with respect to the matters set forth in Section 1.1 hereof,
sole power of disposition and sole power to agree to all of the matters set
forth in this Agreement, in each case with respect to all of the Xxxxx Xxxxxxxx
Shares, with no limitations, qualifications or restrictions on such rights
(subject to applicable securities laws).
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF ENCAP
EnCap represents and warrants to Vulcan and Xxxxx Xxxxxxxx as
follows:
3.1 Binding Agreement.
EnCap is a limited liability company, duly organized, validly
existing and in good standing under the Laws of the State of Delaware and has
full power and authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement and the consummation of the transactions contemplated by this
Agreement have been duly and validly approved by its managers, and no other
actions on the part of EnCap are necessary to approve this Agreement and to
consummate the transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by EnCap and (assuming due authorization,
execution and delivery by Vulcan and Xxxxx Xxxxxxxx)
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this Agreement constitutes a valid and binding obligation of EnCap, enforceable
against EnCap in accordance with its terms.
3.2 No Conflict.
Neither the execution and delivery of this Agreement by EnCap,
nor the consummation by EnCap of the transactions contemplated hereby, nor
compliance by EnCap with any of the terms or provisions hereof, will (a) violate
any provision of its certificate of formation and limited partnership agreement
or other organizational documents, or (b) violate any Law, judgment, order,
writ, decree or injunction applicable to EnCap, or any of its properties or
assets, or (c) violate, conflict with, result in a breach of any provision of or
the loss of any benefit under, constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, result in
the termination of or a right of termination or cancellation under, accelerate
the performance required by, or result in the creation of any Encumbrance (other
than Encumbrances created by this Agreement) upon any of the properties or
assets of EnCap under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, deed of trust, license, lease, agreement or other
instrument or obligation to which EnCap is a party, or by which it or any of its
properties or assets may be bound or affected.
3.3 Ownership of Shares.
EnCap is the record and beneficial owner of the number of EnCap
Shares set forth in the recitals hereto, free and clear of any Encumbrances and
free from any other limitation or restriction (including, but not limited to,
any restriction on the right to vote, sell or otherwise dispose of the EnCap
Shares). There are no outstanding options or other rights to acquire from EnCap,
or obligations of EnCap to sell or to dispose of, any EnCap Shares. EnCap holds
exclusive power to vote the number of EnCap Shares set forth in the recitals
hereto, subject to the limitations set forth in Article 1 hereof. As of the date
of this Agreement, the number of EnCap Shares set forth in the recitals hereto
represents all of the shares of capital stock of the Company owned by EnCap, and
EnCap does not own any options or other rights to acquire shares of capital
stock of the Company. EnCap has sole voting power and sole power to issue
instructions with respect to the matters set forth in Section 1.1 hereof, sole
power of disposition and sole power to agree to all of the matters set forth in
this Agreement, in each case with respect to all of the EnCap Shares, with no
limitations, qualifications or restrictions on such rights (subject to
applicable securities laws).
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF VULCAN
Vulcan represents and warrants to each of the Supporting
Stockholders as follows:
4.1 Binding Agreement.
Vulcan is a corporation, duly organized, validly existing and in
good standing under the Laws of the State of Delaware and has full power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated by this Agreement have
been duly and validly approved by its board of directors, and no other corporate
actions on the part of Vulcan are necessary to approve this Agreement and to
consummate the transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by Vulcan and (assuming due authorization,
execution and delivery by the other Parties) this Agreement constitutes a valid
and binding obligation of Vulcan, enforceable against Vulcan in accordance with
its terms.
4.2 No Conflict.
Neither the execution and delivery of this Agreement by Vulcan,
nor the consummation by Vulcan of the transactions contemplated hereby, nor
compliance by Vulcan with any of the terms or provisions hereof, will (a)
violate any provision of its certificate of incorporation or bylaws or (b)
violate any Law, judgment, order, writ, decree or injunction applicable to
Vulcan, or any of its properties or assets, or (c) violate, conflict with,
result in a breach of any provision of or the loss of any benefit under,
constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, result in the termination of or a right of
termination or cancellation under, accelerate the performance required by, or
result in the creation of any Encumbrance (other than Encumbrances created by
this Agreement) upon any of the properties or assets of Vulcan under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, deed of
trust, license, lease, agreement or other instrument or obligation to which
Vulcan is a party, or by which it or any of its properties or assets may be
bound or affected.
ARTICLE V
TRANSFER AND OTHER RESTRICTIONS
5.1 Certain Prohibited Transfers. During the period commencing on
the date hereof and continuing until this Agreement terminates:
(a) Each Supporting Stockholder agrees, with respect to
its respective Shares, not to:
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(i) directly or indirectly offer for sale, sell, sell
short, transfer (including gift), tender, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to or consent to the offer for
sale, sale, transfer, tender, pledge, encumbrance, assignment or other
disposition of, any such Shares or any interest therein, except as
provided in this Agreement or pursuant to the Merger; or
(ii) grant any proxy or power of attorney, deposit any such
Shares into a voting trust, or enter into a voting agreement or other
arrangement with respect to any Shares, except as provided in this
Agreement; and
(b) Without limiting the generality of Section 5.1(a) above, each
Supporting Stockholder agrees with, and covenants to, Vulcan that it shall not
request that the Company register the transfer (book-entry or otherwise) of any
certificate or uncertificated interest representing the Shares, unless the such
transfer is made in compliance with this Agreement.
5.2 Additional Shares.
Without limiting the provisions of the Merger Agreement, in the
event (a) of any stock dividend, stock split, recapitalization,
reclassification, combination or exchange of shares of capital stock of the
Company on, of or affecting a Supporting Stockholder's respective Shares or (b)
such Supporting Stockholder shall become the beneficial owner or record owner of
any additional shares of capital stock of the Company, including pursuant to the
exercise of options, or other securities entitling the holder thereof to vote or
give consent with respect to the matters set forth in Article 1 hereof, in each
case, then the terms of this Agreement shall apply to the shares of capital
stock or other securities of the Company held by such Supporting Stockholder
immediately following the effectiveness of the events described in clause (a),
or such Supporting Stockholder becoming the beneficial or record owner thereof,
as described in clause (b), as though they were Shares of such Supporting
Stockholder hereunder. Each Supporting Stockholder hereby agrees, while this
Agreement is in effect, to notify Vulcan of the number of any new Shares or
options to acquire capital stock in the Company acquired by such Supporting
Stockholder, if any, after the date hereof.
5.3 Beneficial Ownership.
For purposes of this Agreement, the phrase "beneficial ownership"
and words of similar import shall have the meaning ascribed to it in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT");
without duplicative counting of the same, securities beneficially owned by a
Person shall include securities beneficially owned by all other Persons with
whom such Person would constitute a "group" within the meaning of Rule 13d-3 of
the Exchange Act.
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ARTICLE VI
NO SOLICITATION
During the period commencing on the date hereof and continuing
until this Agreement terminates, each Supporting Stockholder shall not (whether
directly or indirectly through its affiliates, investment bankers, attorneys,
accountants, financial advisors, agents or other representatives), engage in any
conduct described in Section 5.2(a)(x)-(z) of the Merger Agreement.
Notwithstanding the foregoing, nothing in this Article VI shall restrict D.
Xxxxxx Xxxxxxxx or Xxxxxx X. Xxxxxx from acting in accordance with their
fiduciary duties solely in their capacity as directors of the Company.
ARTICLE VII
MISCELLANEOUS
7.1 Brokerage.
Each Supporting Stockholder represents and warrants that there
are no claims for finder's fees or brokerage commissions or other like payments
in connection with this Agreement or the transactions contemplated hereby. Each
Supporting Stockholder shall indemnify and hold harmless Vulcan from and against
any and all claims or liabilities for finder's fees or brokerage commissions or
other like payments incurred by such Supporting Stockholder by reason of any
action taken by such Supporting Stockholder.
7.2 Specific Enforcement.
Each Supporting Stockholder recognizes and acknowledges that a
breach by it of any covenants or agreements contained in this Agreement will
cause Vulcan to sustain damages for which it would not have an adequate remedy
at law for money damages, and therefore each Supporting Stockholder agrees that
in the event of any such breach Vulcan shall be entitled to the remedy of
specific performance of such covenants and agreements and injunctive and other
equitable relief in addition to any other remedy to which Vulcan may be
entitled, at law or in equity.
7.3 Termination.
This Agreement shall terminate on the earliest of (a) the
termination of the Merger Agreement in accordance with its terms, including any
termination thereof by the Company to concurrently enter into an agreement
providing for a Superior Proposal (as defined in the Merger Agreement) in
accordance with the terms thereof, (b) the agreement of each of the Parties to
terminate this Agreement, and (c) the consummation of the Merger. Termination
shall not relieve any party from liability for any intentional breach of its
obligations hereunder committed prior to such termination.
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7.4 Survival.
The representations and warranties of the Parties contained in
this Agreement shall terminate upon the consummation of the Merger.
7.5 Notices.
Unless otherwise specified herein, any notice to be given or to
be served upon any Party in connection with this Agreement must be in writing
(which may include facsimile) and will be deemed to have been given and received
when (a) delivered to the address specified by the Party to receive the notice,
if delivered Personally, (b) five days after deposited with the U.S. postal
service for delivery by first class mail, (c) immediately upon delivery by
facsimile if a confirmation is retained and (d) one day after deposit with a
nationally recognized overnight carrier for next-day delivery. Such notices
shall be given to the Parties at their respective addresses set forth below. Any
Party may, at any time by giving five business days' prior written notice to the
other Parties, designate any other address in substitution of the foregoing
address to which such notice will be given.
(a) if Vulcan, to
Vulcan Energy Corporation
000 Xxxxx Xxx X Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxx
Facsimile: (000) 000-0000
with a copy to:
Skadden, Arps, Slate, Xxxxxxx
& Xxxx LLP
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attn: Xxxxx Xx Xxxxxxx XX
(b) if to Xxxxx Xxxxxxxx, to:
Xxxxx Xxxxxxxx Capital Advisors, L.P.
0000 Xxxxxx xx xxx Xxxxx, Xxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx
with a copy to:
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Xxxxxxxx & Knight LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
(d) if to EnCap, to:
EnCap Investments L.L.C.
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: D. Xxxxxx Xxxxxxxx
with a copy to:
Xxxxxxxx & Xxxxxx LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
7.6 Certain Events.
Each Supporting Stockholder agrees that this Agreement and the
obligations hereunder shall attach to such Supporting Stockholder's respective
Shares and shall be binding upon any Person to which legal or beneficial
ownership of such Shares shall pass, whether by operation of law or otherwise.
7.7 Entire Agreement.
This Agreement (including the documents and instruments referred
to herein) constitutes the entire agreement and supersedes all other prior
agreements and understandings, both written and oral, among the Parties, or any
of them, with respect to the subject matter hereof.
7.8 Consideration.
This Agreement is granted in consideration of the execution and
delivery of the Amendment by Vulcan and the Company.
7.9 Amendment; Release.
This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by each of the Parties.
7.10 Successors and Assigns.
This Agreement shall not be assigned by operation of law or
otherwise without the prior written consent of the other Parties, except that
Vulcan may assign its
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rights under this Agreement to the same extent that it may assign its rights
under the Merger Agreement. This Agreement will be binding upon, inure to the
benefit of and be enforceable by each Party and such Party's respective heirs,
beneficiaries, executors, representatives and permitted assigns.
7.11 Counterparts.
This Agreement may be executed by facsimile and in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
7.12 Governing Law.
This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without giving effect to any of the
conflict of law rules thereof. The Parties agree that the courts of Delaware
(either State or Federal) are to have exclusive jurisdiction to settle any
dispute arising in connection with the creation, validity, effect,
interpretation or performance of, or the legal relationships established by this
Agreement or otherwise arising in connection with this Agreement, and by
execution of this Agreement, each Parties hereby irrevocably submits to the
jurisdiction of such courts and further irrevocably consents to the service of
process outside of the territorial jurisdiction of such courts by mailing copies
thereof by registered United States mail, postage prepaid, to its address
specified herein.
7.13 Severability.
Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable, the provision shall be interpreted to be only
so broad as is enforceable.
7.14 Headings; Capitalized Terms.
The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Capitalized terms used in this Agreement without definition
shall have the meanings assigned to them in the Merger Agreement.
7.15 Further Assurances.
Each Supporting Stockholder shall, upon request of Vulcan or the
Company, execute and deliver any additional documents and take such actions as
may reasonably be deemed by Vulcan or the Company to be necessary or desirable
to carry out the provisions hereof.
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7.16 Remedies Cumulative.
All rights, powers and remedies provided under this Agreement or
otherwise available in respect hereof at law or in equity shall be cumulative
and not alternative, and the exercise of any thereof by any Party shall not
preclude the simultaneous or later exercise of any other such right, power or
remedy by such Party.
7.17 No Waiver.
The failure of any Party to exercise any right, power or remedy
provided under this Agreement or otherwise available in respect hereof at law or
in equity, or to insist upon compliance by the other Parties with its respective
obligations hereunder, shall not constitute a waiver by such Party of its right
to exercise any such right or other right, power or remedy or to be demand such
compliance.
******
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Each of the Parties has executed this Agreement effective as of the date
written above.
VULCAN ENERGY CORPORATION
By:
--------------------------------------
Name:
Title:
XXXXX XXXXXXXX CAPITAL
ADVISORS, L.P.
By: Xxxxx Xxxxxxxx Investment
Management, Inc.
By:
--------------------------------------
Name:
Title:
ENCAP INVESTMENTS L.L.C.
By:
--------------------------------------
Name:
Title:
