EXHIBIT 10.47
XXXXXX ENERGY (U.S.) CORPORATION
000-0XX XXXXXX X.X.
XXXXX 0000
XXXXXXX, XXXXXXX X0X 0X0
September 19, 0000
Xxxx Xxxxxx Xxxxxxxxxxx
Xxxxx 0000
0000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxxx X. Xxxxx, Xx.
Vice President - Land & Contracts
Tipperary Oil & Gas Corporation
Xxxxx 0000
000-00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx
President and CEO
Re: Exploration Agreement; Divide County, North Dakota
Gentlemen:
Reference is made to that certain Divide Exploration Agreement (the
"Exploration Agreement") dated as of June 27, 1996, between Tipperary Oil & Gas
Corporation ("Tipperary") and Lyco Energy Corporation ("Lyco") and that certain
Joint Operating Agreement (the "Operating Agreement") dated as of June 27, 1996,
among Lyco Operating Company ("LOC"), as Operator, and Lyco and Tipperary as
Non-Operators.
Effective as of August 1, 1996, Tipperary has assigned and conveyed to
Xxxxxx Energy (U.S.) Corporation ("Xxxxxx") an undivided twenty-five percent
(25%) interest in and to all of the oil and gas leases and other mineral
interests owned by Tipperary as of such date, subject to the provisions of the
Exploration Agreement and Operating Agreement. The parties now desire to set
forth their agreement concerning the addition of Xxxxxx as a party to the
Exploration Agreement and Operating Agreement and certain amendments to such
agreements. In consideration of the mutual promises set forth herein and other
good and
Lyco Energy Corporation
Tipperary Oil & Gas Corporation
September 19, 1996
Page 2
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lyco, LOC, Tipperary and Xxxxxx hereby agree as follows:
1. RECOGNITION OF XXXXXX. Lyco and LOC hereby acknowledge and consent to
the assignment from Tipperary to Xxxxxx referenced above, and they agree that
effective August 1, 1996, Xxxxxx shall be recognized as a party to the
Exploration Agreement and Operating Agreement and that Xxxxxx shall have all of
the rights and obligations under such agreements (as amended by this agreement)
that are attributable to an undivided twenty-five percent (25%) interest in all
of the leases, mineral rights, lands and the Area of Mutual Interest that are
subject to such agreements.
2. INTERESTS OF PARTIES. The parties agree that effective August 1,
1996, the interests of the parties in the Exploration Agreement, Operating
Agreement and all properties, lands and rights appurtenant thereto shall be
owned fifty percent (50%) by Lyco, twenty-five percent (25%) by Tipperary and
twenty-five percent (25%) by Xxxxxx, and effective as of the date hereof,
Tipperary shall have no further obligation or liability with regard to the
twenty-five percent (25%) interest owned by Xxxxxx, provided, however, that
nothing contained herein shall affect in any respect the obligations and
responsibilities of Tipperary under the Exploration Agreement with respect to
liabilities allocable or attributable to the period of time prior to the date
hereof. The parties agree that the provisions of the Exploration Agreement and
Operating Agreement are hereby amended as appropriate to reflect the addition of
Xxxxxx as a party, and to provide that all votes and approvals contemplated by
such agreements shall be determined by votes of the parties in accordance with
the foregoing percentage interests. All notices to Xxxxxx authorized or
required under the Exploration Agreement or the Operating Agreement shall be
given to Xxxxxx at the following address:
Xxxxxx Energy (U.S.) Corporation
000 - 0xx Xxxxxx X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Land Department
Telephone: 403/000-0000
FAX: 403/000-0000
Lyco Energy Corporation
Tipperary Oil & Gas Corporation
September 19, 1996
Page 3
3. AMENDMENTS. In addition to the amendments provided under paragraph 2,
the Exploration Agreement and Operating Agreement shall be amended as follows:
(a) Article XIV(e) of the Exploration Agreement shall be amended to
provide that if an outside time requirement is applicable to a response period,
then the outside time requirement must be set forth in the notice from the
notifying party before it shall be binding on the receiving parties.
(b) In order to perfect the reciprocal liens granted by
Article VII.B. of the Operating Agreement, the parties agree to negotiate in
good faith with the intention of reaching agreement upon the terms and
conditions of a Recording Supplement and related financing statements to be
filed in the real property records of Divide County and the appropriate North
Dakota UCC records.
(c) Article V.B. of the Operating Agreement is amended to provide
that if Lyco sells or otherwise disposes of all of its interest in the Area of
Mutual Interest (as defined in the Exploration Agreement) to an independent
third party, then upon written request by Non-Operators LOC shall promptly
resign as the Operator effective thirty (30) days after LOC's receipt of such
request. As used herein, the terms (i) "sells or otherwise disposes" shall mean
a transfer for consideration, but shall not include a transfer by merger,
reorganization, consolidation, or change of control pursuant to a sale of stock
or otherwise, and (ii) "independent third party" shall mean a party other than a
party directly or indirectly controlling, controlled by, or under common control
with, such party; a party shall be deemed to control another party if the
controlling party owns 10% or more of any class of voting securities (or other
similar equity interest in a partnership or limited liability company) of the
controlled party or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled person,
whether through ownership of stock, contract or otherwise.
Except as amended by paragraph 2 and this paragraph 3, all of the terms and
conditions of the Exploration Agreement and the Operating Agreement shall remain
in full force and effect.
4. COUNTERPARTS. This agreement may be executed in any number of
counterparts and each such counterpart as executed shall have the same force and
effect as an original instrument as if all the parties to the aggregate
counterparts had signed the same document. Delivery of an executed counterpart
of this agreement by facsimile shall be equally effective as delivery of a
manually executed counterpart, and the failure to deliver a
Lyco Energy Corporation
Tipperary Oil & Gas Corporation
September 19, 1996
Page 4
manually executed counterpart shall not affect the validity, enforceability or
binding effect of this agreement.
If the foregoing accurately sets forth our agreement, please execute this
letter in the space provided below.
Very truly yours,
XXXXXX ENERGY (U.S.) CORPORATION
By: /s/ Xxxxxx X. XxXxxxxxx
------------------------------
Xxxxxx X. XxXxxxxxx, President
ACCEPTED AND AGREED TO
this 19th day of September 1996:
LYCO ENERGY CORPORATION TIPPERARY OIL & GAS CORPORATION
By: /s/ Xxxxxx X. Xxxxx, Xx. By: /s/ Xxxxx X Xxxxxxxx
------------------------ ------------------------
Name: Xxxxxx X. Xxxxx, Xx. Xxxxx X. Xxxxxxxx, President
Title: Vice President-
Land and Contracts
LYCO OPERATING COMPANY
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
