EXHIBIT 10.11
MASTER SUBORDINATION AGREEMENT
THIS MASTER SUBORDINATION AGREEMENT (this "Subordination Agreement"),
dated as of August 14, 1998, is between ENCAP EQUITY 1994 LIMITED PARTNERSHIP,
a Texas limited partnership ("EnCap 1994") and ENERGY CAPITAL INVESTMENT
COMPANY PLC, an English investment company ("EnCap PLC"; together with EnCap
1994, sometimes collectively herein called "Junior Creditor") and BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking
association, as agent (together with its successors, transferees and
assigns, "Senior Creditor").
W I T N E S S E T H:
A. FUTURE PETROLEUM CORPORATION, a Utah corporation ("Borrower"),
FUTURE CAL-TEX CORPORATION, a Texas corporation ("Newco"), FUTURE ACQUISITION
1995, LTD., a Texas limited partnership ("Future 1995"), BMC DEVELOPMENT NO. 1
LIMITED PARTNERSHIP, a Texas limited partnership ("BMC") and NCI-SHAWNEE
LIMITED PARTNERSHIP, a Texas limited partnership ("Shawnee"; together with
Borrower, BMC, Future 1995 and Newco, sometimes collectively called the
"Company"), is the owner of certain oil and gas leases and other related
real and personal property interests located in various counties and states,
as more fully described on Exhibit A hereto (the "Land"), together with the
buildings, structures and other improvements located and constructed thereon,
the "Real Property".
B. Borrower is indebted to Junior Creditor and GECKO BOOTY 1994 I
LIMITED PARTNERSHIP, a Texas limited partnership ("Gecko"), which indebtedness
is evidenced by (i) that certain Renewal Promissory Note executed by Borrower,
on or about May 1, 1998, in favor of EnCap 1994, in the original principal sum
of $3,714,305.88; (ii) that certain Renewal Promissory Note executed by
Borrower, on or about May 1, 1998, in favor of EnCap PLC, in the original
principal sum of $3,370,694.12; (iii) that certain Renewal Promissory Note
executed by Borrower, on or about May 1, 1998, in favor of Gecko, in the
original principal sum of $175,000 (collectively, the "Junior Note"; the
obligations of Company to Junior Creditor, howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, now or hereafter
existing, or due or to become due, are hereinafter collectively referred to as
the "Junior Obligations").
C. The Junior Obligations are secured by, among other things,
those certain mortgages and deeds of trust, covering the Real Property, more
fully described in Schedule I hereto (collectively, the "Junior Mortgages").
The Junior Obligations are also secured by, among other things, those certain
guaranties, pledges, security agreements and other documents and instruments
more fully described in Schedule I hereto (such agreements and instruments,
together with the Junior Mortgages, herein called the "Junior Security
Documents" and the real property and personal property collateral now or
hereafter encumbered by the Junior Security Documents herein called the "Junior
Collateral").
D. Contemporaneously with the execution and delivery of this
Subordination Agreement, Borrower has (i) paid in full all amounts due and
owing to Gecko under the Junior Note such that Gecko no longer has any right,
title or interest in the Junior Note, the Junior Security Documents or the
Junior Collateral, and (ii) paid a portion of the indebtedness to Junior
Creditor evidenced by the Junior Note, such that the amount currently
utstanding under the Junior Note is less than the original principal amount
thereof.
E. Company is also indebted to Senior Creditor under that certain
Credit Agreement dated as of August 14, 1998 (as the same may be from time to
time amended, modified, supplemented or amended and restated, the "Credit
Agreement"), between Borrower and Senior Creditor.
F. It is a condition precedent to extension of credit under the Credit
Agreement that Company execute and deliver, and cause each of the Subsidiaries
of the Borrower (collectively, the "Subsidiary Guarantors") to execute and
deliver mortgages, guaranties, pledges, security agreements and other documents
and instruments more fully described in Schedule II hereto (such agreements and
instruments herein called the "Senior Security Documents" and the real property
and personal property collateral now or hereafter encumbered by the Senior
Security Documents herein called the "Senior Collateral"), in favor of Senior
Creditor to secure the payment and performance by Company of the Obligations
under the Credit Agreement.
G. It is a condition precedent to the making of the loans under the
Credit Agreement that Junior Creditor subordinate its debt and liens from
Company and the Subsidiary Guarantors, including its liens against and security
interests in the Real Property arising under the Junior Mortgages and its
security interest in the other Junior Collateral to that of Senior Creditor and
its right to payment of the Junior Obligations to the Senior Obligations.
H. Junior Creditor has duly authorized the execution, delivery and
performance of this Subordination Agreement.
I. It is in the best interests of Junior Creditor to execute this
Subordination Agreement inasmuch as Junior Creditor will derive substantial
direct and indirect benefits from the extension of credit to Company by Senior
Creditor.
NOW, THEREFORE, for good and valuable consideration the receipt of
which is hereby acknowledged, and in order to induce Senior Creditor to extend
credit pursuant to the Credit Agreement, Junior Creditor agrees, for the
benefit of Senior Creditor, as follows:
SECTION 1. Definitions. Capitalized terms used but not otherwise defined
herein shall have the respective meanings given to them in the Credit
Agreement. As used in this Subordination Agreement, the following terms
shall have the following respective meanings:
BMC is defined in Recital A.
Company is defined in Recital A.
Credit Agreement is defined in the Recital D.
Junior Collateral is defined in Recital C.
Junior Mortgages is defined in Recital C.
Junior Obligations is defined in Recital B.
Junior Note is defined in Recital B.
Junior Security Documents is defined in Recital C.
Land is defined in Recital A.
Real Property is defined in Recital A.
Senior Collateral is defined in Recital E.
Senior Creditor is defined in the preamble.
Senior Interest is defined in Section 3(b).
Senior Obligations means all Obligations to the Senior Creditor under
the Credit Agreement and the other Loan Documents (including (i) principal,
(ii) interest, including without limitation any and all interest accruing on
any of the Senior Obligations after the commencement of any proceedings
referred to in Section 4 hereof, notwithstanding any provision or rule of
law which might restrict the rights of Senior Creditor, as against the
Company or anyone else, to collect such interest, (iii) any Hedging
Obligation, (iv) costs, (v) fees (including reasonable attorneys' fees and
disbursements), (vi) expenses, and (vii) other liability or obligation
arising under or in connection with the Credit Agreement), howsoever
created, arising or evidenced under such documents, whether direct or
indirect, absolute or contingent, now or hereafter existing, or due or to
become due. For the purposes of this Subordination Agreement, Senior
Obligations shall include all liabilities described in this definition,
notwithstanding any right or power of the Company or any other Person to assert
any claim or defense as to the invalidity or unenforceability of any such
liabilities, and no such claim or defense shall affect or impair the agreements
and obligations of Junior Creditor hereunder.
Senior Security Documents is defined in Recital E.
Subordinate Interest is defined in Section 3(b).
Subordination Agreement is defined in the preamble.
SECTION 2. Notice of Junior Obligations, etc. Junior Creditor will, from
time to time: (a) promptly notify Senior Creditor of the creation of any
Junior Obligations, and of the issuance of any promissory note or other
instrument to evidence any Junior Obligations and (b) upon request by Senior
Creditor, cause any Junior Obligations which are not then evidenced by a
promissory note or other instrument of Company to be so evidenced. Such
note shall contain the following provision:
"The indebtedness evidenced by this instrument is subordinated
to the prior payment in cash in full of the Senior Obligations (as
defined in the Master Subordination Agreement, dated as of August
14, 1998, made by and between the "Junior Creditor" therein
(including the payee named herein) and Future Petroleum Corporation,
a Utah Corporation, Future CAL-TEX Corporation, a Texas corporation,
Future Acquisition 1995, Ltd., a Texas limited partnership, BMC
Development No. 1 Limited Partnership, a Texas limited partnership,
NCI Shawnee Limited Partnership, a Texas limited partnership, Future
Energy Corporation, a Nevada corporation and Future Petroleum
Corporation, a Texas corporation, in favor of Bank of America
National Trust and Savings Association (the "Subordination
Agreement") pursuant to, and to the extent provided in, the
Subordination Agreement by the maker hereof and payee named herein
in favor of Bank of America National Trust and Savings Association
and any person now or hereafter designated as its designees, agents,
successors or assigns."
SECTION 3. Subordination. Except as Senior Creditor may hereafter
otherwise expressly consent in writing,
(a) the payment of all Junior Obligations shall be postponed and
subordinated to the indefeasible payment in full of all Senior Obligations (and
the termination of all Commitments), and no payments or other distributions
whatsoever in respect of any Junior Obligations shall be made, nor shall any
property or assets of Company or any Subsidiary Guarantor be applied to the
purchase or other acquisition or to the defeasance or retirement of any Junior
Obligations; provided, that from time to time commencing on August 14, 2003,
Borrower may pay and Junior Creditor may receive and retain regularly scheduled
interest payments on the Junior Note so long as, both before and after the
making of each such interest payment, no Default shall have occurred and be
continuing, including without limitation, a Default under Section 8.2.4 of the
Credit Agreement,
(b) all mortgage or deed of trust liens and security interests under the
Junior Security Documents or otherwise, now existing or hereafter acquired by
Junior Creditor in any of the Junior Collateral or the Senior Collateral (the
"Subordinate Interest") shall be subordinated to the security interest of
Senior Creditor, under the Senior Security Documents or otherwise, in the
Senior Collateral (the "Senior Interest"), irrespective of the time or order of
attachment or perfection of any security interest (or any defects or omissions
in respect thereof) or the time or order of filing of any financing statements
or other documents, or any statutes, rules, law, or court decisions to the
contrary.
For the purposes of this Subordination Agreement, the Senior Obligations shall
not be deemed to have been indefeasibly paid in cash in full until the Senior
Creditor shall have received full payment of the Senior Obligations in cash,
which payment shall have been retained by the Senior Creditor for a period of
time in excess of all applicable preference or other similar periods under
applicable bankruptcy, insolvency or creditors' rights laws and all Commitments
of the Senior Creditor under the Credit Agreement shall have irrevocably
terminated.
SECTION 4. Bankruptcy, Insolvency, etc. In the event of any
dissolution, winding up, liquidation, readjustment, reorganization or other
similar proceedings relating to Company, any Subsidiary Guarantor or to any of
their creditors, as such, or to its property (whether voluntary or involuntary,
partial or complete, and whether in bankruptcy, insolvency or receivership, or
upon an assignment for the benefit of creditors, or any other marshalling of
the assets and liabilities of Company or any Subsidiary Guarantor, or any
sale of all or substantially all of the assets of Company or any Subsidiary
Guarantor, or otherwise), the Senior Obligations shall first be paid in full
in cash and all Commitments terminated before the Junior Creditor shall be
entitled to receive and to retain any payment or distribution in respect of
the Junior Obligations and, in order to implement the foregoing: (a) all
payments and distributions of any kind or character in respect of the Junior
Obligations to which Junior Creditor would be entitled if the Junior
Obligations were not subordinated, or subordinated and pledged or assigned
pursuant to this Subordination Agreement, shall be made directly to Senior
Creditor; (b) Junior Creditor shall promptly file a claim or claims, in the
form required in such proceedings, for the full outstanding amount of the
Junior Obligations, and shall cause said claim or claims to be approved and
all payments and other distributions in respect thereof to be made directly
to Senior Creditor; and (c) Junior Creditor hereby irrevocably agrees that,
notwithstanding any agreement between Junior Creditor and the Company or the
Subsidiary Guarantors to the contrary, Senior Creditor may, at its sole
discretion, in the name of Junior Creditor or otherwise, demand, xxx for,
collect, receive and receipt for any and all such payments or distributions,
and file, prove and vote or consent in any such proceedings with respect to
any and all claims of Junior Creditor relating to the Junior Obligations.
SECTION 5. Payments Held in Trust. In the event that Junior Creditor
receives any payment or other distribution of any kind or character from
Company or any Subsidiary Guarantor, or from any other source whatsoever, in
respect of any of the Junior Obligations, such payment or other distribution
shall be received in trust for Senior Creditor and promptly turned over by
Junior Creditor to Senior Creditor. Junior Creditor will xxxx its books and
records, and cause Company to xxxx its books and records, so as clearly to
indicate that the Junior Obligations are subordinated in accordance with the
terms of this Subordination Agreement, and will cause to be clearly inserted
in any promissory note or other instrument which at any time evidences any
of the Junior Obligations the statement described in Section 1. Junior
Creditor will execute such further documents or instruments and take such
further action as Senior Creditor may reasonably from time to time request
to carry out the intent of this Subordination Agreement.
SECTION 6. Application of Payments; Limited Subrogation. All payments
and distributions received by Senior Creditor in respect of the Junior
Obligations, to the extent received in or converted into cash, may be applied
by Senior Creditor first to the payment of any and all expenses (including
attorneys' fees and legal expenses) paid or incurred by Senior Creditor in
enforcing this Subordination Agreement, or any security therefor, and any
balance thereof shall, solely as between Junior Creditor and Senior Creditor,
be applied by Senior Creditor in such order of application as Senior Creditor
may from time to time select, toward the payment of the Senior Obligations
remaining unpaid; but, as between Company, any Subsidiary Guarantor and any
of their creditors, no such payments or distributions of any kind or
character shall be deemed to be payments or distributions in respect of the
Senior Obligations; and, notwithstanding any such payments or distributions
received by Senior Creditor in respect of the Junior Obligations and so
applied by Senior Creditor toward the payment of the Senior Obligations,
Junior Creditor shall be subrogated to the then existing rights of Senior
Creditor, if any, in respect of the Senior Obligations, only at such time as
this Subordination Agreement shall have terminated and Senior Creditor shall
have received indefeasible payment of the full amount of the Senior
Obligations and all Commitments shall have terminated.
SECTION 7. Waivers by Junior Creditor. Junior Creditor hereby
waives: (a) notice of acceptance by Senior Creditor or any holder of the
Senior Note of this Subordination Agreement; (b) all notices that may be
required by statute, rule of law or otherwise, now or hereafter in effect,
to preserve intact any rights against Junior Creditor, including notice of
the existence or creation or non-payment of all or any of the Senior
Obligations or the exercise of any remedies under the Loan Documents or with
respect to the Senior Collateral; (c) all diligence in collection or
protection of or realization upon the Senior Obligations or any thereof or
any security therefor, including any claim that any Senior Creditor may not
have disposed of any such security in a commercially reasonable manner or
that any Senior Creditor failed to exhaust any remedies (including against
any guarantor) or to mitigate the damages resulting from a Senior Default;
(d) any notice of any sale, transfer or other disposition by any Person of
any right under title to or interest in any Loan Document or the Collateral;
(e) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge, release or defense of a junior creditor or
that might otherwise limit exercise by any Senior Creditor of its rights
against Junior Creditor hereunder and (f) all rights and defenses arising
out of any election of remedies by any Senior Creditor, even though such
election of remedies may impair or destroy any rights of subrogation Junior
Creditor may have against the Company or any Subsidiary Guarantor by operation
of law or otherwise.
SECTION 8. Obligations of Junior Creditor. Junior Creditor will not,
without prior written consent of Senior Creditor, (a) transfer, assign, or
attempt to enforce or collect any Junior Obligations or any rights in respect
thereof, including without limitation the declaration of any default or breach
under or the acceleration of the maturity of the Junior Obligations, or any
attempt to liquidate, foreclose, enforce or realize on any of the Junior
Collateral (provided that nothing herein shall prevent Junior Creditor from
filing proofs of claim in any bankruptcy proceeding so long as Junior Creditor
is otherwise in compliance with its obligations in this Subordination
Agreement); (b) take any additional collateral for any Junior Obligations
except for liens on and security interests in the Senior Collateral where
such liens and security interests have been subordinated to the Senior
Interest as provided in this Subordination Agreement; (c) convert any
Junior Obligations into stock of Company or any Subsidiary Guarantor; (d)
sell, assign, transfer, endorse, pledge, encumber or otherwise dispose of
any of the Junior Obligations; (e) permit the terms of any of the Junior
Obligations to be changed in such a manner as to have an adverse effect upon
the rights or interests of the Senior Creditor; or (f) commence, or join
with any other creditor in commencing, any bankruptcy, reorganization or
insolvency proceedings with respect to Company or any Subsidiary Guarantor.
SECTION 9. Continuing Subordination; Termination. This Subordination
Agreement shall, in all respects, be a continuing agreement and shall
remain in full force and effect (notwithstanding, without limitation, the
dissolution of Junior Creditor) until the indefeasible payment in full of
all of the Senior Obligations and the termination of all Commitments.
Junior Creditor agrees that following such termination this Subordination
Agreement shall be automatically reinstated if for any reason any payment
made on the Senior Obligations is resginded or must be otherwise restored by
Senior Creditor, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise.
SECTION 10. Rights of Senior Creditor. Senior Creditor may, from time to
time, whether before or after any discontinuance of this Subordination
Agreement, at its discretion and without notice to Junior Creditor, take any or
all of the following actions: (a) retain or obtain a security interest in any
property to secure any of the Senior Obligations; (b) retain or obtain the
primary or secondary obligations of any other obligor or obligors with respect
to any of the Senior Obligations; (c) extend or renew for one or more periods
(whether or not longer than the original period), alter or exchange any of the
Senior Obligations, or release or compromise any obligation of any nature of
any obligor with respect to any of the Senior Obligations; and (d) release its
security interest in, or surrender, release or permit any substitution or
exchange for all or any part of any property securing any of the Senior
Obligations, or extend or renew for one or more periods (whether or not longer
than the original period), or release, compromise, alter or exchange any
obligations of any nature of any obligor with respect to any such property.
SECTION 11. Transfer of Senior Obligations. Senior Creditor may, from
time to time, whether before or after any discontinuance of this Subordination
Agreement, without notice to Junior Creditor, assign or transfer any or all of
the Senior Obligations, or any interest therein; and, notwithstanding any such
assignment or transfer or any subsequent assignment or transfer thereof, such
Senior Obligations shall be and remain Senior Obligations for the purposes of
this Subordination Agreement, and every immediate and successive assignee or
transferee of any of the Senior Obligations or of any interest therein shall,
to the extent of the interest of such assignee or transferee in the Senior
Obligations, be entitled to the benefits of this Subordination Agreement to the
same extent as if such assignee or transferee were the Senior Creditor;
provided, however, that, unless the Senior Creditor shall otherwise consent in
writing, the Senior Creditor shall have an unimpaired right, prior and superior
to that of any such assignee or transferee, to enforce this Subordination
Agreement, for the benefit of the Senior Creditor, as to those of the Senior
Obligations which the Senior Creditor has not assigned or transferred.
SECTION 12. Transfer of Collateral. Senior Creditor may, from time to
time, whether before or after any termination of this Subordination Agreement,
without notice to Junior Creditor, dispose of, and exercise any other rights
with respect to, any or all of the Collateral, free of the Subordinate
Interest; provided, however, that Junior Creditor does not waive hereby any
rights that may not be waived under Applicable Law. Junior Creditor shall,
upon any disposition of any of the Collateral by Senior Creditor, execute
and deliver any and all releases or other documents or agreements requested
by Senior Creditor to accomplish the disposition of any of the Collateral
free of the Subordinate Interest.
SECTION 13. Miscellaneous. Neither Senior Creditor, nor any holder
of the Senior Note shall be prejudiced in its rights under this Subordination
Agreement by any act or failure to act of Company, any Subsidiary Guarantor or
Junior Creditor, or any noncompliance of Company, any Subsidiary Guarantor or
Junior Creditor with any agreement or obligation, regardless of any knowledge
thereof which Senior Creditor, or any holder of the Senior Note may have, or
with which Senior Creditor, or such holder may be charged; and no action
permitted hereunder of Senior Creditor, or any holder of the Senior Note shall
in any way affect or impair the rights of Senior Creditor, or any holder of the
Senior Note, and the obligations of Junior Creditor under this Subordination
Agreement. No delay on the part of Senior Creditor, or any holder of the
Senior Note in the exercise of any right or remedy shall operate as a waiver
thereof, and no single or partial exercise by Senior Creditor, or any holder
of the Senior Note of any right or remedy shall preclude other or further
exercise thereof, or the exercise of any other right or remedy; nor shall any
modification or waiver of any of the provisions of this Subordination Agreement
be binding upon Senior Creditor, or any holder of the Senior Note, except by
the express written consent of Senior Creditor set forth in a writing duly
signed and delivered on behalf of Senior Creditor. For the purposes of this
Subordination Agreement, Senior Obligations shall include all obligations of
Company under or in connection with the Senior Note, notwithstanding any right
or power of Company or anyone else to assert any claim or defense as to the
invalidity or unenforceability of any such obligation, and no such claim or
defense shall affect or impair the agreements and obligations of Junior
Creditor hereunder.
SECTION 14. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telegraphic
communication) and, if to Senior Creditor or the Junior Creditor,
respectively, addressed, delivered or transmitted to it, at the address or
facsimile number set forth below its signature hereto or, as to either party,
at such other address or facsimile number as shall be designated by such
party in a written notice to each other party complying as to delivery with
the terms of this Section 14. Any notice, if mailed and properly addressed
and sent by prepaid courier service, shall be deemed given when received;
and notice, if transmitted by facsimile, shall be deemed given upon receipt
of the confirmation of transmission.
SECTION 15. Senior Creditor Appointed Attorney-in-Fact. Junior Creditor
hereby appoints Senior Creditor Junior Creditor's attorney-in-fact, with full
power of substitution, for the purpose of taking such action and executing
agreements, instruments and other documents in the name of Junior Creditor, or
otherwise, as Senior Creditor may deem necessary or advisable to accomplish the
purposes hereof, which appointment is coupled with an interest and is
irrevocable.
SECTION 16. Section Captions. Section captions used in this
Subordination Agreement are for convenience of reference only, and shall not
affect the construction of this Subordination Agreement.
SECTION 17. Severability. Wherever possible each provision of this
Subordination Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Subordination
Agreement shall be prohibited by or invalid under such law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Subordination Agreement.
SECTION 18. Governing Law, Entire Agreement, etc. THIS SUBORDINATION
AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO CHOICE OF LAW OR
CONFLICTS OF LAW PROVISIONS. This Subordination Agreement constitutes the
entire understanding among the parties hereto with respect to the subject
matter hereof and supersedes any prior agreements, written or oral, with
respect thereto.
SECTION 19. Execution in Counterparts. This Subordination Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
agreement.
SECTION 20. Binding Effect. This Subordination Agreement shall be
binding upon Junior Creditor, and upon the successors and assigns of Junior
Creditor; and all references herein to Company and to Junior Creditor,
respectively, shall be deemed to include any successor or successors, whether
immediate or remote, to Company and to Junior Creditor.
SECTION 21. Recorded Instruments. In order to effect the subordination
described in this Subordination Agreement, Junior Creditor and Senior Creditor
agree to execute, acknowledge and deliver such other recordable agreements and
instruments as may be reasonably necessary or desirable under the laws of the
jurisdictions in which the Junior Collateral and/or the Senior Collateral is or
may be located to give notice to third parties of this Subordination Agreement
and to otherwise implement this Subordination Agreement.
IN WITNESS WHEREOF, this Subordination Agreement has been executed
and delivered by Junior Creditor and Senior Creditor as of the date above first
written.
ENCAP EQUITY 1994 LIMITED PARTNERSHIP, a
Texas limited partnership
By: EnCap Investments L.C., General Partner
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Managing Director
Address: 0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx
Facsimile: 713-659-6130
ENERGY CAPITAL INVESTMENT COMPANY PLC, an
English investment company
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Director
Address: 0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx
Facsimile: 713-659-6130
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, a national banking
association, as agent
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Address: 000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx
Facsimile: 000-000-0000
Exhibit A and Schedule I will be provided on request.
Schedule II
Senior Security Documents
ACKNOWLEDGMENT AND AGREEMENT
Borrower and Subsidiary Guarantors each hereby acknowledge receipt of a
copy of the foregoing Master Subordination Agreement and consent to the terms
thereof. Borrower and Subsidiary Guarantors each agrees to be bound by the
terms and provisions of the foregoing Master Subordination Agreement, to make
no payments or distributions contrary to the terms and provisions thereof,
and to do every other act and thing necessary or appropriate to carry out
such terms and provisions.
Dated: August 14, 1998.
Company:
FUTURE PETROLEUM CORPORATION, a Utah
corporation
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: President
FUTURE CAL-TEX CORPORATION, a Texas
corporation
By:/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: President
FUTURE ACQUISITION 1995, LTD., a Texas
limited partnership
By: Future Petroleum Corporation, a
Texas corporation, General Partner
By:/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: President
BMC DEVELOPMENT NO. 1 LIMITED
PARTNERSHIP, a Texas limited partnership
By: Future Petroleum Corporation, a
Texas corporation, General Partner
By:/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: President
NCI-SHAWNEE LIMITED PARTNERSHIP, a Texas
limited partnership
By: Future Petroleum Corporation, a
Texas corporation, General Partner
By:/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: President
FUTURE ENERGY CORPORATION, a Nevada
corporation
By:/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: President
FUTURE PETROLEUM CORPORATION, a Texas
corporation
By:/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: President
