Attached files
| file | filename |
|---|---|
| 8-K - Imperial Resources, Inc. | v172009_8k.htm |
| EX-99.1 - Imperial Resources, Inc. | v172009_ex99-1.htm |
| EX-99.2 - Imperial Resources, Inc. | v172009_ex99-2.htm |
| EX-99.3 - Imperial Resources, Inc. | v172009_ex99-3.htm |
| EX-99.4 - Imperial Resources, Inc. | v172009_ex99-4.htm |
CARRY
AGREEMENT
By
and between
BAYTOR
ENERGY, LLC
And
COACH
CAPITAL, LLC
Dated
October
27, 2009
CARRY
AGREEMENT
This
CARRY AGREEMENT
("Agreement"), dated the 27th day of October, 2009 (the "Effective Date"), is by
and between BAYTOR ENERGY, LLC,
a Delaware Limited Liability Company ("Baytor") and COACH CAPITAL, LLC, a Delaware
Limited Liability Company ("Coach"). Baytor and Coach may each also
be referred to herein as a "Party" or collectively as the
"Parties."
BACKGROUND
1. Baytor
was the holder of a 20% Working Interest ("WI") in the oil, gas and mineral
leases in the Greater Garwood hydrocarbon exploration project described in Exhibit A.,
together "Garwood".
2. Baytor
has participated in an initial exploration well, "Cochran #1" on the basis of
its 20% WI.
3. Baytor
has sold a 14.9% W1 in Garwood to Coach on the date written above for a
consideration of $529,704.65, Baytor retaining a 5.1% WI in Garwood as a result
of an Assignment Agreement entered into between the Parties on the date written
above.
4. Further
wells are planned in Garwood and WI holders are obligated to fund their pro rata
share of each well under the Joint Operating Agreement. With El Paso
Corporation.
Now,
therefore,
The
Parties desire to enter into this Agreement in order to provide the terms and
conditions under which Coach will partially fund Baytor's obligations in regard
of Garwood, as further provided herein;
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1.
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A)
In
the event that Coach participates in the next well to be drilled, Coach
will fund, in cash, Baytor's 5.1% WI in this well, to be drilled ("Second
Well") as determined by the Operator, the El Paso Corporation, with the
Second Well's location, process and cost to be determined by the normal
procedure under the Joint Operating Agreement applicable to Garwood and
which both Baytor and Coach have entered into. However, in the
event that Coach elects not to participate in the Second Well, Coach will
have no obligation to fund Baytor's interest in the Second
Well.
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This
funding will be limited to;
a. drilling and
testing of the Second Well, if successful or;
b. drilling,
testing and abandonment if unsuccessful.
Coach is
not obligated to fund any further work on the well, such as, but not limited to,
works as completion and hook up operations, reentry after abandonment, restart
after shut in, recompletion, side tracking and well enhancement etc after the
events a. or b. above.
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2.
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Baytor
will retain it's Net Revenue Interest ("NRI") arising from it's WI in the
Second Well, which it shall also retain, and its WI Garwood generally, as
a result of the payment by Coach , as if Baytor had made this payment
itself.
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3.
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Coach
undertakes, in the event that it assigns all or part of its working
interest to a third party ("Assignee"), all the terms and conditions of
this Agreement will form part of any such assignment, and the funding in
1.A) above will be obligated upon the Assignee pro rata to any partial
assignment of the 14.9% assignment;
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By
example, if an Assignee is assigned half of the 14.9% (7.45%) WI, the Assignee
will be obligated to fund half of Baytor's 5.1% (2.55%) WI cash funding
obligation if the Assignee participated in the Second Well.
MISCELLANEOUS
Force
Majeure. If any Party is rendered unable, wholly or in part by
force majeure, to carry out its obligations under this Agreement, other than any
obligation to make any money payments (which obligation will never be extended
due to force majeure), such Party must give to the other Party prompt written
notice of the force majeure, with reasonably full particulars, and thereupon the
obligations of the Party giving the notice, so far as they are affected by the
act of force majeure, will be suspended, and the running of all time periods
within which certain actions must be completed will be tolled, during, but not
longer, than the continuance of the force majeure, plus such reasonable further
period of time, if any, required to resume the suspended
operation. The affected Party must use all reasonable diligence to
remove the force majeure situation as quickly as practicable; provided, that it
will not be required to settle strikes, lockouts or other labor difficulty
contrary to its wishes. All such difficulties are to be handled
entirely within the discretion of the Party concerned. "Force
majeure" means an act of nature, strike, lock-out or other industrial
disturbance, act of the public enemy, war, blockade, public riot, lightning,
fire, storm, flood or other adverse weather condition, explosion, inability to
obtain surface access, governmental action, governmental inaction, restraint or
delay, or any other cause, whether of the kind specifically enumerated above or
otherwise, which is not reasonably within the control of the Party claiming
force majeure, but not the unavailability of drilling rigs or
equipment.
Governing
Law. This Agreement shall be governed, construed, and enforced
in all respects, including validity, interpretation, and effect, according to
the laws of the State of Texas, excluding any conflicts of law rule or principle
that might apply the law of another jurisdiction.
Waiver of Consequential
Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, THE PARTIES EXPRESSLY AGREE THAT NO PARTY SHALL BE LIABLE FOR ANY
EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE, OR SPECULATIVE
DAMAGES SUFFERED BY THE OTHER PARTY IN CONNECTION WITH THIS
AGREEMENT.
Inherent
Risk. Each Party hereby acknowledges its understanding and
acceptance of the inherent risks associated with the exploration for oil and
gas.
2
Confidentiality. Except
as expressly set forth herein and except as required by applicable laws or rules
and regulations of any administrative or governmental agency or entity, the
Parties hereto acknowledge and agree that this Agreement, their negotiations in
connection herewith and all information obtained by or provided to any of them
in connection with the matters contemplated herein or as it relates to the
Properties will be maintained as confidential, except for disclosures to
representatives of the Parties, their respective legal and financial advisors,
and as otherwise consented to by the Parties, such consent not to be
unreasonably withheld.
Notices.
(a) All
notices required or permitted under this Agreement shall be in writing and
delivered in person, by overnight courier, by certified or registered mail
return receipt requested, by facsimile, or by electronic transmission, delivered
or addressed to the persons and at the addresses as provided below. A
notice shall be deemed given when received by the Party to whom it is
directed. When a response to the other Party is required, each
Party's response shall be in writing to the other Party.
(b) A
notice is deemed to have been received as follows:
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(i)
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if
a notice is delivered in person, upon receipt as indicated by the date on
the signed receipt;
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(ii)
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if
a notice is sent by Registered or Certified Mail, upon the earlier of (I.)
receipt as indicated by the date on the signed receipt or (2) five days
after such notice is deposited in the
mail;
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(iii)
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if
a notice is sent by nationally recognized overnight courier, upon receipt
as indicated by the date on the signed
receipt;
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(iv)
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if
a notice is sent by facsimile, upon receipt by the party giving or making
such notice of an acknowledgment or transmission report generated by the
machine from which the facsimile was sent indicating that the facsimile
was sent in its entirety to the addressee's facsimile
number;
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(v)
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if
a notice involving an item that causes a response period or other time
period set forth in this Agreement (a 'time-sensitive matter') to commence
is sent by electronic transmission, upon the notifying party's receipt of
a response from the addressee by electronic transmission or other written
or facsimile recognition of receipt of such electronic
transmission;
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(vi)
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if
a notice involving an item other than a time-sensitive matter is sent by
electronic transmission, when transmitted if transmitted prior to 9:00
a.m. on a business day, and otherwise on the next business day following
transmission; and
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(vii)
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if
the addressee rejects or otherwise refuses to accept a notice, or if the
notice cannot be delivered because of a change in address for which no
notice was given to the Party attempting to give or make such notice, then
upon the rejection, refusal, or inability to
deliver.
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(c) Notwithstanding
the foregoing subsections (i) through (vii) above, except as expressly provided
to the contrary in subsection (vi) above, if a notice is received after 5:00
P.M. on a business day where the addressee is located, or on a day that is not a
business day where the addressee is located, such notice is deemed received at
9:00 A.M. on the next business day where the addressee is located.
3
ADDRESSES
Coach
Capital, LLC
1201
Orange Street, Suite 600
Wilmington,
Delaware 19801
Baytor
Energy, LLC
1201
Orange Street, Suite 600
Wilmington,
Delaware 19801
Headings for
Convenience. All captions, numbering sequences, and headings
used in this Agreement are inserted for convenience only and shall in no way
define, limit or describe the scope or intent of this Agreement or any part
thereof, nor have any legal effect other than to aid a reasonable interpretation
of this Agreement. A reference to "Article" or "Section" is to an
Article or Section of this Agreement.
Amendment. No
provision of this Agreement shall be modified or amended except by the written
agreements for the Parties.
Severance of Invalid
Provisions. In case of a conflict between the provisions of
this Agreement and the provisions of any applicable laws or regulations, the
provisions of the laws or regulations shall govern over the provisions of this
Agreement. If, for any reason and for so long as, any clause or
provision of this Agreement is held by a court of competent jurisdiction to be
illegal, invalid, unenforceable or unconscionable under any present or future
law {or interpretation thereof), the remainder of this Agreement shall not be
affected by such illegality or invalidity. Any such invalid provision
shall be deemed severed from this Agreement as if this Agreement had been
executed with the invalid provisions eliminated. The surviving
provisions of this Agreement shall remain in full force and effect unless the
removal of the invalid provisions destroys the legitimate purposes of this
Agreement; in which event this Agreement shall no longer be of any force or
effect. The Parties shall negotiate in good faith for any required
modifications to this Agreement required as a result of this
provision.
Binding
Effect. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective heirs, successors and assigns and
shall constitute a covenant running with the Properties.
Entire
Agreement. This Agreement and the documents referred to herein
and to be delivered pursuant hereto constitute the entire agreement between the
parties pertaining to the subject matter hereof, and supersede all prior and
contemporaneous agreements, understandings, negotiations and discussions of the
parties, whether oral or written, and there are no warranties, representations
or other agreements between the parties in connection with the subject matter
hereof, except as specifically set forth herein or therein.
Counterparts; Facsimile
Signature. The Parties may execute this Agreement in any
number of duplicate originals, each of which constitutes an original, and all of
which, collectively, constitute only one Agreement. The Parties may
execute this Agreement in counterparts, each of which constitutes an original,
and all of which, collectively, constitute only one
Agreement. Delivery of an executed counterpart signature page by
facsimile is as effective as executing and delivering this Agreement in the
presence of the other Party hereto. This Agreement is effective upon
delivery of one executed counterpart from each Party to the other
Party. In proving this Agreement, a Party must produce or account
only for the executed counterpart of the Party to be charged.
4
This
Agreement will extend to, inure to the benefit of, and be binding upon the
Parties and each of their successors and assigns. Any Party may
assign this Agreement, provided, however, that no such assignment will relieve
the assigning Party of its obligations hereunder without the express written
consent of the other Party.
IN
WITNESS WHEREOF, this Agreement is executed and effective as of the date first
above written.
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COACH
CAPITAL LLC
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By:
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Ruedi Gosteli
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Director
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BAYTOR
ENERGY, LLC
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By:
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Richard Smith
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Director
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5
Exhibit
A
Greater
Garwood Leases