Re: Lease Purchase Agreement DJ Basin Area Goshen County, Wyoming
EXHIBIT
4.3
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Xxxxx
X. Xxxxxxx
Land
Manager - Permian
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June 23,
2010
VIA FACSIMILE (000)
000-0000
AND OVERNIGHT
COURIER
Xx. Xxxxx
Xxxxx
Samson
Oil & Gas USA, Inc.
0000 Xxxx
Xxxx., Xxxxx 000
Xxxxxxxx,
XX 00000
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DJ
Basin Area
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Goshen
County, Wyoming
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Dear Xx.
Xxxxx:
This
letter (“Agreement”) shall memorialize the agreement between Chesapeake
Exploration, L.L.C., (“Chesapeake”) and Samson Oil & Gas USA, Inc.
(“Samson”), whereby subject to the terms and conditions contained herein, Samson
agrees to sell, and Chesapeake agrees to buy all of Samson’s right, title and
interests in and to those certain oil and gas leases covering lands in Goshen
County, Wyoming, as described or identified on the Exhibit “A-1” or as indicated
on the map attached hereto as Exhibit “A-2” in Samson’s sale blocks 3, 4, 5 and
the Unit (“Sale Blocks”), attached hereto and made a part hereof
(“Leases”).
The
agreed terms and conditions of this purchase are as follows:
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1.
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Subject to review of Samson’s title and Chesapeake’s satisfaction that Samson owns Marketable Title, as defined below, in and to the Leases, Chesapeake agrees to purchase all of Samson’s right, title and interest in and to the Leases within the Sale Blocks totaling approximately 24,166.75 net mineral acres. Upon Closing, Chesapeake shall pay Samson the cash sum of THREE THOUSAND, TWO HUNDRED SEVENTY-FIVE AND NO/100 dollars ($3,275.00) per net mineral acre covered by the interest in the Leases to be sold, adjusted for title defects and lease expirations as described herein for all net acres delivered with Marketable Title. |
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2.
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Samson
represents to Chesapeake the
following:
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(a)
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There
are no third party consents, preferential rights to purchase or approvals
necessary to be obtained or waived prior to Samson executing this
Agreement and closing of the transaction contemplated
herein.
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Xx. Xxxxx
Xxxxx
June 23,
2010
Page
2 of 5
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(b)
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The
Leases are not subject to any demands, claims or litigation concerning
Samson’s title to the Leases or concerning any environmental matter
involving the leased premises.
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(c)
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There
are no contracts, conveyances, assignments, agreements or encumbrances
pertaining to the Leases that would materially or adversely affect full
rights of ownership or operation of the leasehold estate to be assigned by
Samson.
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(d)
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It
is the intent of Samson to convey to Chesapeake all of its right, title
and interest in and to the Leases as to all depths covered
thereby.
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(e)
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This
Agreement constitutes a binding and enforceable agreement upon the parties
hereto.
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3.
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Upon
execution of this Agreement, the following shall
occur:
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(a)
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Chesapeake
will begin a due diligence and title review of the Leases and the lands
covered by the Leases.
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(b)
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Samson
shall immediately make available and give complete access to Chesapeake
(and its designees) the executed Leases, all records relating to the
Leases in Samson’s possession or control (or its partners, assignees or
representatives), including but not limited to contracts, lease files,
lease and title runsheets and data and title
opinions.
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(c)
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So
long as this Agreement remains in effect, Samson shall not sell or assign,
contract to sell or assign, or negotiate to sell and/or assign to any
third party or otherwise burden the Leases with any interest other than
those existing of record as of the date of this Agreement and those
associated with royalty transfers owed to the Hawk Springs Partners under
the Agreement dated May 27, 2005, which will not preclude Samson from
delivering an 80.0% net revenue interest to Chesapeake in any given
lease.
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(d)
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Both
parties shall maintain the confidentiality of the existence of this
Agreement, the terms of this Agreement and the transaction contemplated
hereby and shall disclose it only to those partners, investors, employees,
representatives and attorneys who have a need to know such information in
order to directly assist in consummating the transaction, unless required
by US or Australian law to meet Samson’s disclosure
obligations.
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Xx. Xxxxx
Xxxxx
June 23,
2010
Page 3 of
5
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4.
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Marketable
title (“Marketable Title”) shall constitute title to the mineral estate
underlying the Leases which is free of any existing title defect, demand,
lawsuit, claim, mortgage, lien, or encumbrance that would result in
Chesapeake receiving less than the full working interest and net revenue
interest represented to be owned and to be conveyed by Samson and the full
and complete enjoyment of the leasehold. It is Chesapeake’s
intent to purchase all of the Leases to which Samson owns Marketable
Title; however, until Closing, Chesapeake shall have the right to decline
to purchase any of the Leases which Chesapeake determines, in its good
faith opinion, are subject to a title defect rendering title less than
Marketable Title. In the event Chesapeake discovers such a
defect, it shall give written notice thereof to Samson stating the
particulars of such defect and at Chesapeake’s option, the affected lands
shall no longer be subject to this Agreement (“Excluded
Interest”). Thereafter, the parties shall endeavor to reach a
mutual agreement as to how to cure the title defect(s) to Chesapeake’s
satisfaction and if Samson cures such to Chesapeake’s satisfaction prior
to Closing, such Excluded Interest(s) shall then be part of this Agreement
and assigned at Closing. If such Excluded Interest(s) is not
cured by Closing, an agreement shall be reached to cure the Excluded
Interest(s) within 60 days of Closing, and such Excluded Interest(s) will
be the subject of a separate purchase agreement at the purchase price
provided for herein. As to any Excluded Interest(s) which
Samson is unable to cure by Closing, at Chesapeake’s option, Samson shall
have the right, within 60 days of Closing, to substitute any such Excluded
Interest(s) with a lease within the subject section or the contiguous
eight (8) section area surrounding the section in which the Excluded
Interest(s) is located. In the event more than twenty percent
(20%) of the net mineral acres recited in this Agreement is determined to
not have Marketable Title, Chesapeake shall have the right to terminate
this Agreement without liability or obligation to
Samson. Notwithstanding the foregoing, if less than twenty
percent (20%) is determined to not have Marketable Title, both parties
shall be obligated to close on the balance of the leases determined to
have Marketable Title. Any matter that would otherwise
constitute a title defect for which Chesapeake has failed to deliver
notice prior to closing of the transaction contemplated herein will be
deemed irrevocably waived.
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5.
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Should
any of the Leases have a primary term expiring on or before December 31,
2010, that does not contain a primary term extension (kicker) provision,
such Leases shall be assigned by Samson into Chesapeake, further provided
however, they shall not be given any value and shall not be considered
when determining Marketable Title, Excluded Interest(s) or the
consideration to be paid to Samson at closing. Notwithstanding
anything herein to the contrary those Leases contained within the proposed
Hawk Springs Unit (“Unit”) shall not be excluded herefrom, due to primary
terms expiring on or before December 31, 2010, provided that if by Closing
Samson has obtained any and all final approvals from the State of Wyoming
to form the Unit as currently proposed by Samson, and Samson has enough
working interest and royalty percentage committed to the Unit by such time
to make it effective. In the event that Samson delivers to
Chesapeake transferable governmentally approved drilling permits in
Section 16, X00X-X00X, Xxxxxxx 00, X00X-X00X and Section 16, T22N-R64W,
prior to Closing, and the Lease term for each such section is extended to
no less than December 31, 2010, then the associated Lease will be given
full per net acre value and a post closing for any such Lease will take
place on December 31, 2010.
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Xx. Xxxxx
Xxxxx
June 23,
2010
Page 4 of
5
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6.
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Assignment
of any Leases will be made on the form of assignment set forth in Exhibit
“C-1” & “C-2” hereto and made a part hereof (“Assignment”) covering
the leasehold described herein. The Assignment is made subject
to the terms and conditions of the Leases and this
Agreement. Said Assignment shall deliver a 100.0% working
interest and a corresponding 80.0% net revenue interest to Chesapeake all
as shown on Exhibit “A-1” or Exhibit “A-2”, within the Sale Blocks,
attached hereto.
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7.
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Closing
(“Closing”) shall occur at the earlier of (i) 30 business days from
Chesapeake’s receipt of a fully executed copy of this Agreement from
Samson or, (ii) within three business days after Samson receipt of written
confirmation from Chesapeake that its title due diligence is complete and
all representations of Samson are true and correct as of the date of
Closing. At Closing, the following shall occur
simultaneously:
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(a)
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Samson
shall deliver the Leases to Chesapeake along with fully executed and
notarized Assignments of the Leases. Samson shall deliver to
Chesapeake the originals of all leases and lease files for the Leases and
four (4) originals of any required or necessary governmental form of
assignment, including Ownership reports, Lease Purchase Reports, broker
and title notes, lease plats, title opinions, abstracts, digital maps and
all documents associated with the
Leases.
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(b)
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Chesapeake
shall pay Samson in immediately available funds the cash consideration
stated above on a net acre basis adjusted for title
defects.
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(c)
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Chesapeake
shall file the Assignment in the real property records of respective
counties and provide Samson with conformed copies
thereof.
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8.
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Chesapeake
and Samson agree that a signed scanned (.pdf) copy or signed facsimile
copy of this Agreement shall be binding upon the parties
hereto.
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9.
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This
Agreement constitutes the entire agreement between the parties and
supersedes any prior agreements or negotiations, oral or otherwise, have
been entered into concerning the matters contained
herein.
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10.
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This
Agreement shall inure to the benefit of and be binding on the parties
hereto and their heirs, successors and
assigns.
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11.
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Samson
agrees not to acquire, compete for or solicit leasehold or mineral
interests within the outline attached hereto as Exhibit “B” (“Excluded
Area”). However, In the event Samson, within one (1) year from
the date hereof, is offered and/or acquires any such leasehold or mineral
interests in the Excluded Area, Chesapeake shall have a preferential right
to acquire the interests, and Samson shall immediately offer the interests
to Chesapeake in writing. Chesapeake shall have 10 business
days from receipt of such written offer, including complete copies of all
instruments and descriptions of any terms, to accept or decline the
interests in writing. In the event Chesapeake declines the
offer, or fails to timely elect, Samson shall retain the interests free
and clear of any obligation under this Agreement. In the event
Chesapeake accepts the offer, Samson shall immediately assign the
interests to Chesapeake at the same bonus consideration paid by Samson and
at the same net revenue interest received by Samson. This
provision shall inure to the benefit of Samson and Chesapeake, their
respective successors and assigns, shall continue in force and effect for
a period of one (1) year after the date of this Agreement and, at the
expiration of such one (1) year period, shall be void and of no further
force or effect.
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Xx. Xxxxx
Xxxxx
June 23,
2010
Page 5 of
5
If the
foregoing accurately reflects our agreement, please so indicate by executing
this Agreement in the space provided below returning a fully executed scanned
copy to me via email to Xxx.Xxxxxxx@xxx.xxx,
with the original to follow at your earliest convenience. This offer
is conditioned upon your acceptance on or before 5:00 p.m. CDT on June 25,
2010. Failure to respond by such time shall be deemed a denial of
this offer.
Thank you
for your time and consideration of this request. If you have any
questions or need additional information, I can be reached at (000) 000-0000 or
by email at the abovesaid address.
Sincerely,
Chesapeake
Exploration, L.L.C.
/s/ Xxxxx X. Xxxxxxx
Xxxxx X.
Xxxxxxx
Enclosures
AGREED
AND ACCEPTED THIS 23RD DAY OF JUNE, 2010.
Chesapeake
Exploration, L.L.C.
/s/ Xxxxx X. Xxxx
Xxxxx X.
Xxxx, Senior Vice President –
Land and
Legal & General Counsel
AGREED
AND ACCEPTED THIS 24TH DAY OF JUNE, 2010.
Samson
Oil & Gas USA, Inc.
/s/ Xxxxx Xxxx
Xxxxx
Xxxx, President
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Xxxxx
X. Xxxxxxx
Land
Manager - Permian
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July 26,
2010
VIA FACSIMILE (000)
000-0000
AND OVERNIGHT
COURIER
Xx. Xxxxx
Xxxxx
Xxxxxx
Oil & Gas USA, Inc.
0000 Xxxx
Xxxx., Xxxxx 000
Xxxxxxxx,
XX 00000
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Re:
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Closing
Amendment
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Goshen
County, Wyoming
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Dear Xx.
Xxxxx:
Xxxxxx
Oil & Gas USA, Inc. (“Samson”) and Chesapeake Exploration, L.L.C.
(“Chesapeake”) have entered into that certain Lease Purchase Agreement dated
June 23, 2010 for the sale of leasehold interests held by Samson to Chesapeake
for lands located in Goshen County, Wyoming (“Agreement”). The
Agreement provides for Closing to occur on August 6, 2010. It is the
desire of both Samson and Chesapeake to amend the Agreement to extend Closing to
provide additional time for the permitting of xxxxx, the formation of the Hawk
Spring Unit and completion of due diligence. Therefore the parties
hereto agree to the following:
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1)
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Closing
shall be extended to September 6, 2010 and other than the terms provided
for under paragraph 2) hereof, all other terms and conditions of the
Agreement shall remain unchanged.
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2)
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A
partial closing shall occur on August 6, 2010 whereby Chesapeake shall
tender to Samson the sum of Ten Million and No/100 Dollars
($10,000,000.00) as a partial payment towards the full amount due at
Closing under the Agreement (“Partial Payment”). In the event
Closing does occur, the Partial Payment shall be applied towards the total
consideration to be paid at Closing, such amount to be determined in
accordance with the terms of the Agreement. The parties hereto
agree that the Partial Payment shall be refundable to Chesapeake in the
event Closing does not occur pursuant to the terms of the
Agreement.
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If the
foregoing accurately reflects our agreement to provide for an extension of
Closing under the Agreement, please so indicate by executing this Closing
Amendment in the space provided below and return one (1) fully executed copy to
my attention via facsimile to (000) 000-0000, or by scanning and email to xxx.xxxxxxx@xxx.xxx
with one (1) executed original to the letterhead address. Thank you
for your consideration in this matter.
Xx. Xxxxx
Xxxxx
July 26,
2010
Page
2
Sincerely,
Chesapeake
Exploration, L.L.C.
/s/ Xxxxx X. Xxxxxxx
Xxxxx X.
Xxxxxxx
Enclosures
Agreed
and accepted this 26th day of July, 2010.
Chesapeake
Exploration, L.L.C.
An
Oklahoma limited liability company
/s/ Xxxxx X. Xxxx
Xxxxx X.
Xxxx, Senior Vice President –
Land and
Legal & General Counsel
Agreed
and accepted this 27th day of July, 2010.
Samson
Oil & Gas USA, Inc.
/s/ Xxxxx Xxxx
Xxxxx
Xxxx, President
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Xxxxx
X. Xxxxxxx
Land
Manager - Rockies/Permian
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September
1, 2010
VIA FACSIMILE (000)
000-0000
AND OVERNIGHT
COURIER
Mr. Xxxxx
Xxxx
Xxxxxx
Oil & Gas USA, Inc.
0000 Xxxx
Xxxx., Xxxxx 000
Xxxxxxxx,
XX 00000
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Re:
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Closing
Amendment
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Goshen
County, Wyoming
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Dear Xx.
Xxxx:
Xxxxxx
Oil & Gas USA, Inc. (“Samson”) and Chesapeake Exploration. L.L.C.
(“Chesapeake”) have entered into that certain Lease Purchase Agreement dated
June 23, 2010, as amended, for the sale of leasehold interests held by Samson to
Chesapeake for lands located in Goshen County, Wyoming.
By a
Closing Amendment Letter Agreement dated July 26, 2010 by and between Samson and
Chesapeake (“Amendment”) a partial payment of $10,000,000.00 was made toward the
anticipated total value which will be determined after Samson completes curative
for certain title defects identified by Chesapeake as well as obtaining approved
drilling permits, top leases and approved designation of operator
forms.
The
Amendment also extended Closing to September 6, 2010. Because this is
a legal holiday the banks will not be open to facilitate a wire transfer of the
funds for Closing, and to provide additional time for Samson to cure title
defects, the parties mutually desire to extend Closing to September 7, 2010
(“Extended Closing”). This Extended Closing shall cover all of the
interests not subject to outstanding title defects as of today, including
approved drilling permits and approved designation of operator forms. The
approved drilling permits and designation of operator forms are for the Gleam US
00 Xxxxx #0-00X, Xxxxxxxxxx US 00 Xxxxx #0-00X, Xxxxxxxx XX 00 Xxxxx #0-00X, and
the Courageous US 26 State #1-16H xxxxx. It is estimated the Extended
Closing will cover 19,451.33 net acres with a value of
$63,703,105.75. After deducting the partial payment of $10,000,000.00
the Closing value for September 7, 2010 shall be $53,703,105.75.
Xx. Xxxxx
Xxxxx
September
1, 2010
Page
2
The
parties also desire to provide for an additional post Closing on September 21,
2010 for any additional leasehold not Closed on September 7, 2010 (“Post
Closing”) and for which title has been cured or remedied, including top leases,
approved drilling permits and designation of operator forms, by Samson by
September 20, 2010. Samson agrees that it shall use its best efforts
to obtain the necessary title curative, approved drilling permits, approved
designation of Operator (into Chesapeake), forms for the drilling permits and
acquire the top lease for the Xxxxx Xxxx lease prior to such time. It
is the intent of both parties to then Close on all such interests at the Post
Closing.
If the
foregoing accurately reflects our agreement to provide for an extension of
Closing under the Agreement, please so indicate by executing this Closing
Amendment in the space provided below and return one (1) fully executed copy to
my attention via facsimile to (000) 000-0000, or by scanning and email to xxx.xxxxxxx@xxx.xxx
with one (1) executed original to the letterhead address. Thank you
for your consideration in this matter.
Sincerely,
Chesapeake
Exploration, L.L.C.
/s/ Xxxxx X. Xxxxxxx
Xxxxx X.
Xxxxxxx
Agreed
and accepted this 1st day of September, 2010.
Chesapeake
Exploration, L.L.C.
An
Oklahoma limited liability company
/s/ Xxxxx X. Xxxx
Xxxxx X.
Xxxx, Senior Vice President –
Land and
Legal & General Counsel
Agreed
and accepted this 3rd day of September, 2010.
Samson
Oil & Gas USA, Inc.
/s/ Xxxxx Xxxx
Xxxxx
Xxxx, President
