INDEMNIFICATION AGREEMENT
This Indemnification Agreement is entered into this 17th day of
March, 1997, by and between Lyric Energy, Inc., a Colorado corporation
("Lyric") and Xxxxx Petroleum Company, a Texas corporation ("SPC").
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. SPC shall indemnify and hold Lyric harmless from, against and
in respect to (and shall on demand reimburse Lyric for) any and all damages,
losses, obligations, liabilities, claims, encumbrances, liens, deficiencies,
costs and expenses (including, without limitation, reasonable attorneys' fees
and other costs and expenses incident to any suit, action, investigation,
claim or proceeding) suffered, sustained, incurred or required to be paid by
Lyric arising from or in any way relating to the civil action entitled Xxxxxx
Enterprises, Inc. vs. X.X. Xxxxx, et al., Case No.78,460-A, in the 00xx
Xxxxxxxx Xxxxx xx Xxxxxx Xxxxxx, Xxxxx and any and all collateral or
subsequent suits, actions, claims or proceedings relating to the subject
matter of such civil action.
2. Lyric shall promptly notify SPC in writing of any claim which
is subject to the indemnification set forth in the foregoing paragraph.
3. SPC shall be required to control the defense of any such claims
and all related settlement negotiations and Lyric agrees to fully cooperate
with SPC therein.
4. This Indemnification Agreement shall be effective upon the
conversion of the Restated Convertible Promissory Note of Lyric dated as of
February 4, 1997 and shall be of no force or effect unless and until such
conversion occurs.
IN WITNESS WHEREOF, the parties have executed this Indemnification
Agreement as of the date first above written.
XXXXX PETROLEUM LYRIC ENERGY, INC., a Colorado
CORPORATION, a Texas corporation corporation
By: /s/ X.X. Xxxxx By: /s/ X.X. Xxxxx
X.X. Xxxxx, President X.X. Xxxxx, President
