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EXHIBIT 10.18
FORM OF
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "AGREEMENT") is made and
entered into as of the ___ day of ________, 2000, by and between Prize Energy
Corp. (formerly Vista Energy Resources, Inc.), a Delaware corporation ("NEW
PRIZE"), and ____________________________ (formerly Prize Energy Corp.), a
Delaware corporation ("OLD PRIZE").
RECITALS
A. Old Prize and Pioneer Natural Resources USA, Inc., a Delaware
corporation ("PIONEER"), are parties to that certain Joint Participation
Agreement dated as of June 29, 1999, a copy of which is attached hereto (the
"JOINT PARTICIPATION AGREEMENT").
B. Old Prize, New Prize and PEC Acquisition Corp., a Delaware
corporation ("MERGER SUB"), are parties to that certain Agreement and Plan of
Merger dated as of October 8, 1999, pursuant to which, effective on the date
hereof, Merger Sub has been merged with and into Old Prize (the "MERGER"), such
that Old Prize has become a wholly-owned subsidiary of New Prize (the "MERGER
AGREEMENT").
C. As a result of the Merger, Pioneer's shares of the Preferred Stock
(as defined in the Joint Participation Agreement) have been converted into
shares of New Prize's Series A 6% Convertible Preferred Stock (the "NEW PRIZE
PREFERRED STOCK").
D. In connection with the Merger Agreement, the names of Old Prize and
New Prize were changed as set forth above.
E. Under Section 5.19 of the Merger Agreement, Old Prize is to assign
to New Prize all of the rights, and New Prize is to assume all of the
obligations, of Old Prize under the Joint Participation Agreement.
F. Old Prize and New Prize desire to enter into this Agreement in order
to effect such assignment and assumption.
NOW, THEREFORE, in consideration of the recitals and the mutual
covenants and agreements set forth in this Agreement, Old Prize and New Prize
hereby agree as follows:
1. Old Prize hereby transfers and assigns to New Prize all of the
right, title and interest of Old Prize, of every kind and character whatsoever,
in and to the Joint Participation Agreement.
2. New Prize hereby accepts the above and foregoing assignment and
agrees to assume and discharge all liabilities and perform all obligations of
Old Prize under and pursuant to the Joint Participation Agreement.
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3. Subject to the approval of Pioneer, clause (i) of Section 1 of the
Joint Participation Agreement shall be amended such that the Preferred Stock
referred to therein is New Prize Preferred Stock and the reference to Prize's
common stock shall be deemed to be a reference to New Prize's common stock.
4. This Agreement shall be governed in all respects, including
validity, interpretation and effect, by the laws of the State of Delaware,
regardless of any laws that might otherwise govern under applicable principles
of conflict of laws thereof.
5. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement.
IN WITNESS WHEREOF, Old Prize and New Prize have caused this Agreement
to be executed by their duly authorized representatives, as of the date first
above written.
"Old Prize" "New Prize"
----------------------------- PRIZE ENERGY CORP.
(Formerly Prize Energy Corp.) (Formerly Vista Energy Resources, Inc.)
By: By:
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Xxx X. Xxxx Xxxxxx X. Xxxxx
President Chairman and Chief Executive Officer
CONSENT
Pioneer Natural Resources USA, Inc. hereby consents to the above and
foregoing assignment and assumption and to the amendment set forth in paragraph
3 above, all effective as of the date first set forth above.
PIONEER NATURAL RESOURCES
USA, INC.
By:
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Xxxx X. Xxxxxxx
Executive Vice President
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