EXHIBIT 10.29
K-2 MEXP EXPLORATION AND DEVELOPMENT AGREEMENT
This Agreement is made and entered into this 17/th/ day of June, 1998 by
and between K2 America Corporation, a Montana corporation, and K2 Energy Corp.,
Alberta corporation, whose address is 000-000 0/xx/ Xxxxxx, X.X., Xxxxxxx,
xx Xxxxxxx, Xxxxxx X0X 0X0 ("K2") and Xxxxxx Exploration Company, a Delaware
corporation, whose address is 333 Clay, Suite 4605, Three Xxxxx Center, Xxxxxxx,
Xxxxx 00000 ("MEXP").
I. DEFINITIONS
A. Additional Tribal Lands. "Additional Tribal Lands" means certain
Blackfeet Tribal mineral acres identified by the parties which are
neither subject to the Blackfeet-K2 EDA nor part of the Partner Option
Lands.
B. Agreement. "Agreement" means this K2-MEXP Exploration and Development
Agreement.
C. Allotted Lands. Any lands and/or oil and gas mineral estate lying
thereunder owned by any individual Indian, the title to which is held
in trust by the United States of America or is subject to restrictions
against alienation imposed by the United States of America.
D. AMI. "AMI" means the Area of Mutual Interest created by and described
in Section II of this Agreement.
E. Blackfeet-K2 EDA. "Blackfeet-K2 EDA" means Lease No. IMDA97
00-00-0000-0000 between the Blackfeet Tribal Business Council of the
Blackfeet Indian Tribe of the Blackfeet Indian Reservation ("Blackfeet
Tribe") and K2 America Corporation covering approximately 291,261
gross acres.
F. Earned Acreage. "Earned Acreage" means the Blackfeet Tribal mineral
acres converted to oil and gas leasehold interests pursuant to
paragraph 6 of the Blackfeet-K2 EDA.
G. Earning Well. "Earning Well' means one of the 15 xxxxx which K2 is
obligated to drill pursuant to paragraph 6 of the Blackfeet-K2 EDA.
H. Fee Lands. Any lands and/or the oil and gas mineral estate lying
thereunder owned by any individual, party or entity, inclusive of any
individual Indian, the title to which is held by any such individual,
party or entity and not subject to restrictions against alienation
imposed by the United States of America.
I. Geoscience Operations. No definition needed.
X. XXX. "JOA" means the form of Joint Operating Agreement attached hereto
as Exhibit B, or if the context so requires an executed Joint
Operating Agreement.
K. Mandatory Participation Earning Well. "Mandatory Participation Earning
Well" means an Earning Well with an objective depth less than or equal
to 6,000 feet total vertical depth.
L. Miscellaneous Lands. Any lands and/or the oil and gas mineral estate
lying thereunder not tribal, allotment or fee.
M. Non-Earning Well. "Non-Earning Well" means the sixteenth or later well
drilled on the Blackfeet Tribal mineral acres covered by the
Blackfeet-K2 EDA.
N. Optional Participation Earning Well. "Optional Participation Earning
Well" means an Earning well with objective depth of more than 6,000
total vertical depth.
O. Partner Option Lands. "Partner Option Lands" means the approximate
314,000 gross Blackfeet Tribal acres on which K2 has the right to
select a partner to participate in this acreage pursuant to the March
9, 1998 agreement attached hereto as Exhibit A.
P. Tribal Lands. Any lands and/or the oil and gas mineral estate lying
thereunder owned by the Blackfeet Tribe of Indians, the title to which
is held in trust by the United States of America or is subject to
restrictions against alienation imposed by the United States of
America.
II AREA OF MUTUAL INTEREST
A. Description. The AMI is outlined on the K2 map captioned "Montana
Properties" attached hereto as Exhibit "C" and is comprised of the
following:
1. Lease No. IMDA97 00-00-0000-0000 between the Blackfeet Tribal
Business Council of the Blackfeet Indian Tribe of the Blackfeet
Indian Reservation ("Blackfeet Tribe") and K2 America Corporation
covering approximately 291,261 gross acres ("Blackfeet-K2 EDA"),
which is comprised of the following areas:
a. Cental Block
b. St. Xxxx Block
c. Morning Gun Block
2. Phase II - "Partner Options Lands" per map (approximately 314,000
gross acres).
3. Allotted, Fee, Other Tribal Lands and Miscellaneous Lands within
the AMI outline.
B Lease Acquisition.
1. Blackfeet-K2 EDA. MEXP had paid to K2 $100,000 US as a deposit
for an assignment of a 50% undivided interest in the Lessee's
rights and obligations under the Blackfeet-K2 EDA. Upon receipt
of (a) written amendment of the Blackfeet-K2 EDA to provide that
the Exploration Phase/Earnings Xxxxx Paragraph 6 be changed to
five years from May, 1998 and to a May 1, 1998 anniversary date
(b) written approval of such assignment from K2 to MEXP pursuant
to Paragraph 15 of the Blackfeet-K2 EDA and (c) on the approval
and acceptance by The Blackfeet Tribe and any applicable federal
agency of the clarifications set out in the Letter dated June 15,
1998 attached hereto as Exhibit D, which amendment and approvals
the parties shall diligently pursue, MEXP shall pay K2 an
additional $650,000 US in exchange for a written assignment of an
undivided 50% interest of the Lessee's rights and obligations
under the Blackfeet-K2 EDA access and, to the extent not
prohibited by licensing agreements, copies of all geological,
geophysical, lease and mineral ownership and other data in K2's
possession or control relating to the AMI. If such amendment and
approval to assignment are received, but MEXP does not tender the
$650,000 US payment, K2, at its sole option, may immediately
terminate this Agreement and retain the $100,000 US deposit, in
which event all rights and obligations associated with this
Agreement shall terminate and K2 shall be free and clear to
negotiate with other parties. If such amendment and approval to
assignment are not received within 90 days of the date hereof,
MEXP, at its sole option, may terminate this Agreement, and in
that event K2 shall immediately refund the $100,000 US deposit,
all rights and obligations associated with this Agreement shall
terminate and K2 shall be free and clear to negotiate with other
parties. Article III of this Agreement governs the ownership of
leasehold interests earned under the terms of the Blackfeet-K2
EDA.
2. MEXP, with cooperation and assistance from K2, will diligently
pursue obtaining an oil and gas exploration and development
agreement with the Blackfeet Tribe on the Partner Option Lands on
which K2 presently has an option and on the Additional Tribal
Lands. MEXP's $750,000 US payment includes its 50% share of the
option money paid by K2 on the Partner Option Lands. If either
party obtains such an agreement on the Partner Option Lands or
Additional Tribal Lands it shall offer a 50% interest in the
rights and obligations under such agreement(s) to the other
party at cost, and the party to who it is offered shall have 30
days to elect to receive a 50% assignment in exchange for payment
of 50% of the cost to acquire such agreement(s). If, as
contemplated by the parties, MEXP acquires such an oil and gas
exploration and development agreement with the Blackfeet Tribe on
the Partner Option Lands (and perhaps the Additional Tribal
Lands), (a) MEXP's cost to acquire the Partner Option Lands for
purposes of the preceding sentence shall mean the lower of (1)
actual cost plus 20% of actual cost to cover overhead or (2)
$2,000,000 US, i.e. K2's share of the initial expense for the
right to acquire the oil and gas exploration and development
agreement covering the Partner Option Lands shall not exceed
$1,000,000 US and MEXP will be responsible for any initial
acquisition cost in excess of $2,000,000 US and (b) MEXP's cost
to acquire the Additional Tribal Lands shall mean actual cost
plus 20% of actual cost to cover overhead. The parties agree to
execute an exploration and development agreement incorporating
therein substantially the same terms and conditions as set out in
Section III of this Agreement limited only by the number of xxxxx
required under the applicable Partner Option Lands agreement
between the Blackfeet and MEXP. Failure of the offered party to
timely elect to accept and pay for the offered interest shall be
deemed an election not to take the offered interest, and, upon
that event, the offered interest shall be owned entirely by the
offering party and held free and clear of the terms and
conditions of this Agreement.
3. Except as provided for in Section III below, if either party,
either directly or indirectly, acquires any right, title or
interest in a leasehold or mineral interest or any option or
other contractual right to acquire such leasehold or mineral
interest, or renews an existing lease covering Allotted, Fee,
Tribal Lands or Miscellaneous Lands within the AMI, such
acquiring party shall give written notice of such acquisition to
the non-acquiring party. The notice shall contain all of the
terms and conditions upon which such acquisition was made and,
upon request, copies of all instruments pertaining thereto. The
non-acquiring party shall have a period of 10 days if notice is
served before a well is drilled or 24 hours (inclusive of
weekends and holidays) in case a rig is on location, after
receipt of such notice within which to elect to purchase a 50% of
the acquiring party's interest in such acquisition for the
payment of 50% of the acquiring party's cost to acquire said
interest. Failure of a party to timely elect to take the offered
interest shall be deemed an election not to take the offered
interest and, upon that event, the offered interest shall be
owned entirely by the offering party and held free and clear of
the terms and conditions of this Agreement.
4. As additional consideration, and notwithstanding any provision to
the contrary contained herein, MEXP shall pay K2's 50% share of
the first
$500,000 US of joint seismic and/or drilling operations conducted
in the AMI.
C. Joint Operating Agreement ("JOA").
1. Attached hereto and incorporated herein by reference as Exhibit B
a form of Joint Operating Agreement ("JOA"), which shall be
considered as a separate agreement with respect to each well
which is proposed and drilled, with respect to each Geoscience
Operation and with respect to each 640-acre lease issued under
the Blackfeet-K2 EDA and the Partner Option Lands.
2. Should there be any conflict between the terms and conditions of
the JOA and the terms and conditions of this Agreement, the terms
and conditions of this Agreement shall prevail.
D. Operator. K2 shall be designated Operator for all operations to be
conducted within that portion of the AMI area described in Paragraph
II.A.1. MEXP shall be designated Operator for all operations on the
remainder of the AMI. All permits shall be issued in the names of both
parties with the name of the Operator listed first. However, in the
event either party sells a portion of its interest in this Agreement
or elects not to participate in a well drilled pursuant to this
Agreement, the party with the majority working interest in the
Agreement or the well respectively, will then be designated as
operator for the remaining operations under this Agreement or the
applicable well respectively.
E. Geoscience Operations.
1. The cost and expense of all joint Geoscience Operations shall be
borne 50% by K2 and 50% by MEXP. Copies of all information, data
and materials generated by a joint Geoscience Operation shall be
timely disseminated by the party supervising the operation to the
other participating party. A party who does not participate in a
Geoscience Operation shall not receive or have access to
information, data or materials generated by such operation.
However, if the non-participating party desires to receive the
data, materials and other information generated from such
Geoscience Operation, excluding the Geoscience Operations
contemplated in Paragraph II.E.2 below, the non-participating
party may receive said data by first paying to the participating
party a sum equal to 150% of the amount the non-participating
party would have paid had such party originally participated in
such Geoscience Operation. The seismic information, data and
materials shall thereafter be owned by the parties in the
applicable shares as set forth above.
2. In the event the proposing party desires to conduct a 3-D
proprietary
seismic survey or acquire an interest in a 3-D speculative survey
within the AMI and the non-proposing party elects not to
participate in the 3-D seismic survey, it will assign 50% of its
right, title, and interest in the seismic survey area, excluding
any existing wellbores, to the proposing party. However, the
non-participating party may have access to the 3-D proprietary
seismic survey by paying 200% of its reduced proportionate share
of the actual costs of the proprietary seismic survey. The
non-participating party may have access to the 3-D seismic
speculative survey by paying the cost of a mutually acceptable
licensing agreement. The assignment will be effective as of the
date that such 3-D seismic survey is completed or acquired as
proposed.
3. All jointly owned geophysical, geological and other geoscience
data acquired, compiled or generated pursuant to and after the
effective date of this Agreement shall be treated as confidential
for a period of 5 years from the date of its acquisition, and
shall not be sold, traded or otherwise disposed of or divulged
without the prior written consent of that other party
participating in the acquisition of such data; provided, however,
that access to such data may be made available to a party's
parent company and/or its subsidiaries, agents employees or
contractors engaged in the performance of any work hereunder, and
to any third parties (but only to the extent such third parties
are contracted pursuant to a farmout proposal to such third
party), or to any other person or entity where disclosure is
required by law. Such jointly owned data shall not be available
for brokerage until termination of the confidentiality
obligations hereinabove specified, unless otherwise mutually
agreed to by all parties owning the data. If any income or
information is derived from the sale or trade of any jointly
owned information, data or materials acquired pursuant to this
Agreement, such information shall be shared by the parties and
any income shall be shared based on the proportionate interest of
each party who participated in such Geoscience Operations. Any
sale of said data will be subject to 15% of 100% of the sales
proceeds payable to the Blackfeet Tribal Business Council.
4. Notwithstanding anything to the contrary, after the expiration of
two (2) years following termination of this Agreement, all
information, data and/or materials acquired jointly pursuant to
this Agreement shall be independently owned by each party who
participated in any such Geoscience Operation, and each
participating party shall have the right to separately sell,
trade or otherwise dispose of such data without the obligation to
share any remuneration received with the other participating
party.
III OPERATIONS UNDER BLACKFEET-K2 XXX
X. Intent. The intent of the parties is to perform in all respects the
terms and conditions of the Blackfeet-K2 EDA, including without
limitation timely payment of the monetary obligation under Paragraph 5
and timely drilling of the 15 Earning Xxxxx under Paragraph 6. To that
end, the parties have provided herein for the selection and drilling
of Earning Xxxxx as to which participation by both parties is
mandatory, and have also provided for the selection and drilling of
xxxxx as to which a party may elect not to participate.
D. Payment of Monetary Obligations to Blackfeet Tribe. K2 represents that
the monetary obligations under subparagraphs 5(a) and (b) of the
Blackfeet-K2 EDA have been paid. Ten (10) days in advance of each of
the monetary obligations due under subparagraphs 5(c)-(f) inclusive,
each party shall remit 50% of such obligation to the Operator, and the
Operator shall pay the amounts due according to the terms thereof.
E. Mandatory Participation Earning Xxxxx:
1. K2 and MEXP each agree to participate for their respective fifty
percent (50%) in the drilling of fifteen (15) Mandatory
Participation Earning Xxxxx selected as follows:
a. K2 will select the location of the first Mandatory
Participation Earning Well and all locations for the
subsequent odd numbered Mandatory Participation Earning
Xxxxx.
b. MEXP will select the location of the second Mandatory
Participation Earning Well and all locations for subsequent
even numbered Mandatory Participation Earning Xxxxx.
c. With respect to each year of the Exploration Phase, the
deadlines for giving written notice of location selection to
the other party shall be on or before December 31 for the
first, second and third Earning Xxxxx required during that
year under the terms of the Blackfeet-K2 EDA.
d. If a party fails to perform its obligation to give timely
written notice of location selection pursuant to
subparagraphs 1.a.,1.b. and 1.c., the other party may give
such written notice, which in that event shall be deemed to
have been given by the non-performing party.
2. At the conclusion of the drilling of each 3 Earning Xxxxx, the
Operator shall give notice to the Blackfeet Tribe of the 30,000
Blackfeet Tribal mineral acres to be converted to oil and gas
leasehold interests pursuant to Paragraph 6 of the Blackfeet-K2
EDA. Unless otherwise mutually agreed
in writing, the designated acreage shall be selected as follows.
a. K2 shall select the 30,000 mineral acres to be converted
after the drilling Earning Xxxxx 1-3, 7-9, 13-15.
b. MEXP shall select the 30,000 mineral acres to be converted
after the drilling of Earning Xxxxx 4-6 and 10-12.
c. Provided, however, that in each case the 30,000 mineral
acres selected shall include at least one, and if possible
all, of the productive Earning Xxxxx drilled.
3. Except as provided for in Paragraph D.3.b. below, K2 and
MEXP shall each receive a 50% interest in the leases issued
on the acreage described in subsections a and b above as a
result of drilling the mandatory participation earning
xxxxx.
D. Optional Participation Earning Xxxxx:
1. A party may give written notice at any time to the other
party of an Optional Participation Earning Well, which
notice shall include the proposed location, depth, objective
formation, estimated cost of the well (by a written AFE) and
the designation of the 10,000 contiguous acre
Non-Participation Area in which the party receiving notice
will forfeit all rights under this Agreement (including
without limitation Blackfeet Tribal mineral acres therein
which will be converted to oil and gas leasehold interests
pursuant to Paragraph 6 of the Blackfeet-K2 EDA) if the
proposed Option Participation Earning Well is drilled on a
non-consent basis. Said 10,000 acres be contiguous and shall
to the extent it includes Blackfeet Tribal mineral acres
contain whole 640 acre sections thereof, but shall otherwise
be at the discretion of the proposing party.
2. The party receiving such notice shall have thirty (30) days
from receipt of the notice within which to elect in writing
to participate in the proposed well. Failure of a party
receiving such notice to reply within said thirty (30) day
period shall constitute an election by that party not to
participate. In the event a party receiving notice elects to
participate in such well, the well shall be drilled under
the terms of the JOA. In the event the non-proposing party
elects not to participate in the proposed well, the
proposing party shall have the option to drill the proposed
well at its own expense as an Earning Well as per Article
VI.B. of the Joint Operating Agreement.
3. If the Optioned Participation Earning Well is drilled on a
non-consent basis by the proposing party:
a. The proposing party shall be the Operator thereof.
b. The Blackfeet mineral acres within the
Non-Participation Area converted to oil and gas
leasehold interests pursuant to Paragraph 6 of the
Blackfeet-K2 EDA and any other leases acquired under
this Agreement within said Non-Participation Area shall
be assigned 100% to the proposing party. The
non-consent party will assign 100% of its right, title
and interest in the Non-Participation Area to the
proposing party upon completion of the well as a dry
hole or a well capable of producing in paying
quantities, provided, however, the non-participating
party will retain from the surface to the base of the
productive zone or proposed objective zone any acreage
within a productive and/or established unit for which
the non-consenting party owns an interest.
c. The rights and obligations of the parties under Section
III.C. above with respect to the last Mandatory
Participation Earning Well otherwise required under the
terms of that Section shall be terminated. For example,
the drilling of the first Optional Participation
Earning Well negates the fifteenth Mandatory
Participation Earning Well; the drilling of second
Optional Participation Earning Well negates the
fourteenth Mandatory Participation Earning Well; etc.
E. Non-Earning Xxxxx: In the event a Non-Earning Well is
proposed pursuant to article VI.B. of the JOA and the
non-proposing party elects not to participate in the
drilling of said well, the non-consenting party will forfeit
all of its interest in 9 units prescribed or permitted by
the regulatory agency having jurisdiction ("Spacing Units")
comprised of the Spacing Unit on which the well was drilled
and the 8 surrounding Spacing Units as to all depths.
However, the non-consenting party will retain from the
surface to the base of the productive zone or proposed
objective zone any acreage within a productive and/or
established Spacing Unit for which the non-consenting party
owns an interest.
F. Subsequent Operations. In the event any joint well drilled
under this Agreement reaches the proposed depth and is not
completed as a well capable of producing or has produced but
is no longer capable of producing, either party may propose
to rework, re-complete, sidetrack, deepen or conduct
additional well logging surveys, coring operations, or
testing operations on the well as per the notice and
response provisions in Article VI.B. of the attached Joint
Operating Agreement. In the event the non-proposing party
elects not to participate in the proposed operations, the
non-participating party will assign all of its right, title
and interest in the well site Spacing Unit and assign 50% of
its interest in the 8 surrounding Spacing Units as to all
depths.
G. Dry Hole Forfeiture. In the event any non-consenting
operation proposed under this Agreement results in a dry
hole, the Spacing Units for purposes of forfeiture or
reduction of interest shall be 640 acres.
IV RELATIONSHIP OF THE PARTIES
The parties do not intend to create, nor shall this Agreement be
construed as creating, a mining or other partnership or
association, nor shall this Agreement render the parties hereto
liable as partners. The liability of the parties shall be
several, not joint or collective.
V NOTICES
All notices authorized or required to be given between the
parties pursuant to this Agreement shall be give in writing by
U.S. Priority Mail, postage prepaid, and by facsimile
(transmission confirmed) or by telex or telecopy and addressed to
the parties to whom the notice is given at the following
addresses:
Xxxxxx Exploration Company
333 Clay, Suite 0000
Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Fax: 000-000-0000
Attn: Xxxxx Xxxxxxx
and
Xxxxxx Exploration Company
0000 Xxxxx Xxxxxx Xxxx
X.X. Xxx 000
Xxxxxxxx Xxxx, Xxxxxxxx 00000-0000
Fax: 000-000-0000
Attn: Xxxxx X. Xxxxxx
K2 America Corporation
000-000 0/xx/ Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Fax: 000-000-0000
Attn: Xxxxx Xxxxxxxxxxx
Each party shall have the right to change its address at any
time, and from time to time, by giving written notice thereof to
all other parties.
VI BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of
and be enforceable by each of the parties and their respective
successors and assigns. This Agreement may not be assigned by
either party without the prior written consent of the other,
which consent shall not be unreasonably withheld or delayed,
subject to the rights under Section X below.
VII PAYMENT OF DELAY RENTALS
With respect to all oil and gas leases and interests on acreage
within the AMI in which both parties have, or are entitled to
receive under the terms hereof, a joint interest, the Operator
(in the case of Earned Acreage) and the party who acquired or
acquires oil and gas leases (in the case of other oil and gas
leases and interests) shall make all rental payments subject to
reimbursement by the other party as to its proportionate
interest. The party responsible for paying delay rentals
hereunder shall not be liable to the other party hereto for any
loss resulting from a good-faith effort to properly do so.
VIII SURRENDER OF LEASES
No jointly owned oil and gas leases within the AMI shall be
surrendered, in whole or in part, except by mutual agreement of
the parties. If any party desires to surrender any such oil and
gas lease or leases, in whole or in part such party shall notify
the other party in writing, not less than sixty (60) days prior
to the date upon which the surrender will be made. The notified
party shall have a period of fifteen (15) days following receipt
of such notice within which to consent to such surrender, or
elect to receive an assignment of the surrendering party's
interest by notifying in writing the surrendering party of such
election. Failure of the notified party to provide the
surrendering party with written notice of its election within
said fifteen (15) day period shall constitute the notified
party's consent to the surrender of the oil and gas lease or
leases.
IX FORCE MAJEURE
If, because of force majeure, any party hereto is rendered
unable, in whole or in part, to carry out its obligations under
this Agreement, other than obligations to pay money, the affected
party shall give the other parties hereto prompt notice
describing the force majeure situation in reasonable detail,
whereupon the obligations shall be suspended during, and to the
extent prevented by, the force majeure. As used herein, the
phrase "force majeure" means strike, lockout or other industrial
disturbance; act of the public enemy, war, blockade or riot;
lightning, fire, storm, flood or explosion; governmental action,
inaction, restraint or delay; unavailability of drilling rigs or
other facilities or equipment or transportation therefore;
inability to obtain ingress or egress to conduct operations; or
any other cause, whether similar or dissimilar, which is not
reasonably within the control of the affected party; provided,
however, the affected party shall exercise all reasonable
diligence to remove the cause of the force majeure.
X PREFERENTIAL RIGHT TO OFFER
If either party desires to sell all or any portion of its
interest in the AMI to a third party, it shall give written
notice thereof to the non-selling party. The non-selling party
shall have 30 days from receipt of such notice to make an offer
to purchase such interest from the selling party. If the selling
party does not accept the offer and proposes within 12 months of
rejecting the non-selling party's offer to sell its interest to a
third party at a purchase price which is less than or equal to
the purchase price offered by the non-selling party (adjusted for
production between the effective date of the non-selling party's
offer and the effective date of the proposed sale and any
difference in terms), then the selling party shall give notice to
the non-selling party of the terms and conditions upon which such
sale is proposed and the non-selling party shall have a 15-day
right of first refusal to purchase the selling party's interest
at the price and on the terms and conditions of the proposed
third party sale. If the selling party does not sell its interest
within 13 months from the notification date of its intent to
sell, the above process will be repeated should the selling party
elect to attempt to sell its at a future date.
XI TERM OF AGREEMENT
This Agreement shall be binding on each party upon execution
hereof and shall remain in full force and effect so long as any
leasehold interest covered by this Agreement remains in full
force and effect from the effective date hereof.
XII ENTIRE AGREEMENT/MODIFICATION
This document with its exhibits constitutes the entire Agreement
and understanding between MEXP and K2 concerning its subject and
supersedes all prior agreements, negotiations and understanding
of the parties. This Agreement may not be modified other than in
writing, signed by both MEXP and K2.
XIII ADDITIONAL REPRESENTATIONS AND WARRANTIES
The parties represent and warrant to the best of their
information, knowledge and belief that there are no material
adverse claims, threats or litigation that would compromise
either party's ability to perform under the terms and conditions
of the Agreement.
XIV MEDIA RELEASES
Except as prohibited by applicable securities laws, each party
shall give the other prior written notice of any media releases
regarding matters relating to the AMI or any portion thereof 24
hours prior to the issuance thereof.
XV GOVERNING LAW
For all purposes this Agreement shall be deemed to be a contract
made in the State of
Montana and shall be constructed and governed by the laws of that state.
XVI ARBITRATION
The parties agree to insert a mutually acceptable arbitration provision at
a later date.
IN WITNESS WHEREOF, this Agreement executed effective as of the date first
hereinabove set forth.
K2 AMERICA CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxxxx
--------------------------
Title: President & CEO
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Date: June 17, 1998
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XXXXXX EXPLORATION COMPANY
By: /s/ C.E. "Gene" Xxxxxx
------------------------
Title: Chairman
--------
Date: June 17, 1998
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K2 ENERGY CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxxxx
--------------------------
Title: President & CEO
---------------
Date: June 17, 1998
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